10-K

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, 2022

☐ 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	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $.01 per share	UBP	New York Stock Exchange
Class A Common Stock, par value $.01 per share	UBA	New York Stock Exchange
6.25% Series H Cumulative Preferred Stock	UBPPRH	New York Stock Exchange
5.875% Series K Cumulative Preferred Stock	UBPPRK	New York Stock Exchange
Common Stock Rights to Purchase Preferred Shares	N/A	New York Stock Exchange
Class A Common Stock Rights to Purchase Preferred Shares	N/A	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 every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth 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 ☐	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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

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, 2022 (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, $29,144,112; Class A Common Shares, par value $.01 per share, $511,650,893.

Indicate the number of shares outstanding of each of the Registrant's classes of Common Stock and Class A Common Stock, as of January 6, 2023 (latest practicable date): 10,356,585 Common Shares, par value $.01 per share, and 28,968,153 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 22, 2023 (certain parts as indicated herein) (Part III).

TABLE OF CONTENTS

Item No.		Page No.
	PART I
1.	Business	2
1A.	Risk Factors	4
1B.	Unresolved Staff Comments	13
2.	Properties	14
3.	Legal Proceedings	16
4.	Mine Safety Disclosures	16
	PART II
5.	Market for the Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	17
6.	Selected Financial Data [Reserved]	18
7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
7A.	Quantitative and Qualitative Disclosures about Market Risk	34
8.	Financial Statements and Supplementary Data	35
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	35
9A.	Controls and Procedures	35
9B.	Other Information	38
9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	39
	PART III
10.	Directors, Executive Officers and Corporate Governance	40
11.	Executive Compensation	40
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	40
13.	Certain Relationships and Related Transactions and Director Independence	40
14.	Principal Accounting Fees and Services	40
	PART IV
15.	Exhibits and Financial Statement Schedules	41
16	Form 10-K Summary	68
	Signatures	69

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.  We caution not to place undue reliance upon any forward-looking statements, which speak only as of the date made. We do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in our expectations or any change in events, conditions or circumstances on which any such statement is based.

Important factors that we think could cause our actual results to differ materially from expected results are summarized below.

New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Important factors, among others, that may affect our actual results include:

• negative impacts from the continued spread of COVID-19 or from the emergence of a new strain of novel corona virus, including on the U.S. or global economy or on our business, financial position or results of operations;

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

• consumer spending and confidence trends, as well as our ability to anticipate changes in consumer buying practices and the space needs of tenants;

• our relationships with our tenants and their financial condition and liquidity;

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

• the inability of our properties to generate increased, or even sufficient, revenues to offset expenses, including amounts we are required to pay to municipalities for real estate taxes, payments for common area maintenance expenses at our properties and salaries for our management team and other employees;

• the market value of our assets and the supply of, and demand for, retail real estate in which we invest;

• risks of real estate acquisitions and dispositions, including our ability to identify and acquire retail real estate that meet our investment standards in our markets, as well as the potential failure of transactions to close;

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

• financing risks, such as the inability to obtain debt or equity financing on favorable terms or the inability to comply with various financial covenants included in our Unsecured Revolving Credit Facility (the "Facility") or other debt instruments we currently have or may subsequently obtain, as well as the level and volatility of interest rates, which could impact the market price of our common stock and the cost of our borrowings;

• environmental risk and regulatory requirements;

• 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;

• legislative and regulatory changes generally that may impact us or our tenants; and

• 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”).

1

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 our taxable year ended October 31, 1970.  Pursuant to such provisions of the Code, a REIT that distributes at least 90% of its real estate investment trust taxable income to its shareholders each year and meets certain other conditions regarding the nature of its income and assets will not be taxed on that portion of its taxable income that 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, 2022, the Company owned or had equity interests in 77 properties comprised of neighborhood and community shopping centers, office buildings, single tenant retail or restaurant properties and office/retail mixed use properties located in three states, containing a total of 5.3 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, 2022 and encumbrances, see Item 2. Properties and Schedule III located in Item 15.

In addition, we own and operate self-storage facilities at two of our retail properties.  The self-storage facilities are managed for us by Extra Space Storage, a publicly traded REIT.  One of the self-storage facilities is located in the back of our Yorktown Heights, NY shopping center in below grade space with approximately 57,300 square feet of GLA.  The second self-storage facility is located adjacent to our Dock shopping center in Stratford, CT with approximately 90,000 square feet of available GLA.  In addition, we are close to completion on a third self-storage facility, which is located at our Pompton Lakes shopping center and will have approximately 60,100 square feet of available GLA.

We actively manage and supervise the operations and leasing of all of our properties. We also derive income from the management of six properties owned by third parties and in which we have no equity interest.

In addition to our business of owning and managing real estate, we are also involved in the beer, wine and spirits retail business, through our ownership of six subsidiary corporations formed as taxable REIT subsidiaries.  Each subsidiary corporation owns and operates a beer, wine and spirits retail store at one of our shopping centers.  To assist with the management of our operations, we have engaged an experienced third-party, retail beer, wine and spirits manager, which also owns many stores of its own.  Each of these stores occupies space at one of our shopping centers, fulfilling a strategic need for a beer, wine and spirits business at such shopping center.  These stores are not currently providing material earnings in excess of what the Company would have earned from leasing the space to unrelated tenants at market rents.  However, these businesses are continuing to mature, and net sales and earnings may eventually become material to our financial position and net income.  Nevertheless, our primary business remains the ownership and management of real estate, and we expect that the beer, wine and spirts business will remain an ancillary aspect of our business model.  We may open additional beer, wine and spirits stores at other shopping centers if we determine that any such store would be a strategic fit for our overall business and the investment return analysis supports such a determination.

We derive other ancillary income from property related sources such as solar array installations and electrical vehicle charging stations.

Growth Strategy

We have a conservative capital structure, which includes permanent equity sources of Common Stock, Class A Common Stock and two series of perpetual preferred stock, which are only redeemable at our option.  In addition, we have mortgage debt secured by some of our properties and a $125 million Facility.  We do not have any secured debt maturing until August of 2024.

Key elements of our growth strategies and operating policies are to:

• maintain our focus on community and neighborhood shopping centers, anchored principally by regional supermarkets, pharmacy chains or wholesale clubs, which we believe can provide a more stable revenue flow even during difficult economic times, given the focus on food and other types of staple goods;

• acquire quality neighborhood and community shopping centers in the northeastern part of the United States with a concentration on properties in the metropolitan 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, with the hope of growing our assets through acquisitions 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 (e.g. curbside pick-up), 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, anticipating tenant weakness when necessary by pre-leasing their spaces and replacing below-market-rent leases with increased market rents, with an eye towards securing leases that include regular or fixed contractual increases to minimum rents;

• improve and refine 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.

Renovations, Expansions and Improvements

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.

Environmental Initiatives

We also seek to improve our properties in ways that provide additional ancillary revenue or value, while benefiting the environment and communities in which we have a presence.  For example, we have a robust alternative energy program, pursuant to which we have placed a number of solar panel installations on the roofs of our shopping centers and are working on additional installations.  We have also installed electric vehicle charging stations at a number of our properties, which we believe will not only benefit the environment but enhance customer experience at our shopping centers.  Other initiatives include converting incandescent and florescent lighting to LED at various properties and upgrading parking lot lighting systems to operate more efficiently.  While we are committed to environmental responsibility, we also believe that these initiatives need to be financially feasible and beneficial to the Company, which may require that these projects be completed over a period of time.  The Company will continue to seek financially responsible opportunities to reduce our carbon footprint and lower our energy usage, while improving the value of our properties.

We are aware that climate change may exacerbate changes in weather patterns and natural disasters, including increased flooding at one or more of our properties.  We carry flood insurance on all of our properties, but will continue to keep vigilant to understand the potential impacts of climate change and take steps to mitigate its impact and to comply with any new regulations.

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 interests in properties with property owners through the issuance of non-managing member units or partnership units in 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 the joint ventures.  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.

2

Leasing Results

At October 31, 2022, our properties collectively had 942 leases with tenants providing a wide range of products and services.  Tenants include regional supermarkets, national and regional discount stores, other local retailers and office tenants.  At October 31, 2022, the 71 consolidated properties were 93.0% leased and 92.6% occupied (see Results of Operations discussion in Item 7).  At October 31, 2022, we had equity investments in six properties which we do not consolidate; those properties were 94.4% 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 rents 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, 2022, no single tenant comprised more than 10.3% 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, 2022.

Tenant	Number of Stores		% of Total Annual Base Rent of Properties
Stop & Shop		11		10.3	%
CVS		9		4.4	%
Acme		6		3.7	%
The TJX Companies		4		2.7	%
ShopRite		3		1.9	%
Bed Bath & Beyond (includes Harmon Cosmetics)		2		1.6	%
BJ's		3		1.6	%
Staples		3		1.4	%
Walgreens		4		1.2	%
J.P Morgan Chase		8		1.1	%
		53		29.9	%

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 fiscal year ended October 31, 2022, Ridgeway revenues represented approximately 10.1% of the Company’s total revenues and its assets represented approximately 6.5% of the Company’s total assets at October 31, 2022. As of October 31, 2022, Ridgeway was 98% leased. The property’s largest tenants (by base rent) are:  The Stop & Shop Supermarket Company (21%), Bed, Bath & Beyond (15%) 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, 2022 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
2023 (Note A below)		14		93,870	$	3,169,500		28.8	%
2024		2		1,925		85,700		0.8	%
2025		2		42,000		1,138,800		10.4	%
2026		2		5,724		149,200		1.4	%
2027		6		101,422		3,460,800		31.5	%
2028		2		37,125		1,293,600		11.8	%
2029		1		4,000		95,300		0.9	%
2030		1		2,347		61,300		0.6	%
2031		3		46,541		1,003,400		9.1	%
2032		2		9,935		262,300		2.4	%
Thereafter		1		9,390		272,300		2.5	%
Total		36		354,279	$	10,992,200		100	%

(A) - Included in these amounts is a 56,000 square foot lease with Bed Bath and Beyond, which expires on January 31, 2023.  This tenant has informed the Company that it plans on vacating the space at lease expiration.  The annual base rent for this space is currently $1.5 million.  The Company is in the process of negotiating a lease for a large portion of this space with a national retailer.

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 that 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 federal, state and local laws and regulations, including 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 may reduce the demand for traditional retail space in shopping centers like ours and other grocery-anchored shopping center properties.  Our few 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.

Human Capital

We believe that our employees are one of our greatest resources.  In order to attract and retain high performing individuals, we are committed to partnering with our employees to provide opportunities for their professional development and promote their well-being.  To that end, we have undertaken various initiatives, including the following:

• providing department-specific training and access to online training seminars and opportunities to participate in industry conferences;

• introducing the next generation of real estate leaders through summer internship programs;

• providing annual reviews and regular feedback to assist in employee development and providing opportunities for employees to provide suggestions to management and safely register complaints;

• providing family leave, for example, for the birth or adoption of a child, as well as sick leave, that exceeds minimum regulatory requirements;

• focusing on creating a workplace that values employee health and safety, and to that end providing expanded paid sick leave during the early part of the COVID-19 pandemic;

• committing to the full inclusion of all qualified employees and applicants and providing equal employment opportunities to all persons, in accordance with the principles and requirements of the Equal Employment Opportunities Commission and the principles and requirements of the Americans with Disabilities Act; and

• appreciating the many contributions of a diverse workforce, understanding that diverse backgrounds bring diverse perspectives, resulting in unique insights.

Our executive offices are located at 321 Railroad Avenue, Greenwich, Connecticut.  Urstadt Biddle Properties Inc. has 55 employees, all located at the Company’s executive offices and we believe our relationship with our 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.

3

Item 1A.  Risk Factors

Risks Related to COVID-19

The COVID-19 pandemic has caused severe disruptions in the United States and global economies, including disruptions in the financial and labor markets, which could materially and adversely affect our financial condition, results of operations, cash flows, liquidity and performance and that of our tenants.

In March 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic.  The COVID-19 pandemic has caused, and could continue to cause, significant disruptions to the U.S. and global economy, as well as significant volatility and negative pressure in the financial markets.   During the early part of the pandemic, the U.S. economy came under severe pressure due to numerous factors, including preventive measures taken by local, state and federal authorities to alleviate the public health crisis, such as mandatory business closures, quarantines and restrictions on travel.  These measures, as implemented by the tri-state area of Connecticut, New York and New Jersey, generally permitted businesses designated as “essential” to remain open but limited the operations of other categories of our tenants to varying degrees.  These restrictions have been long since lifted, and the negative impact of the COVID-19 pandemic appears to be much improved, with most tenant businesses operating at pre-pandemic levels.  For certain categories of our tenants, such as dry cleaners and some small format fitness tenants, however, the negative impact of COVID-19 was more severe and the recovery is still in progress.  We may be unable to fully collect on rents from such tenants, and in some cases, may need to secure replacement tenants. 

Moreover, the evolution of new COVID-19 variants makes the situation difficult to predict. A worsening of the COVID-19 pandemic or outbreaks of other highly infectious diseases could materially and adversely affect us, particularly if business conditions, the regulatory environment or the public health situation returns to that experienced during the early days of the COVID-19 pandemic.  These impacts could include:

• a deterioration in consumer sentiment, changes in consumer behavior in favor of e-commerce, or negative public perception of the COVID-19 health risk, which could result in decreased foot traffic to our shopping centers and tenant businesses for an extended period of time, which could negatively impact our tenants’ businesses;

• the inability of tenants to meet their lease obligations or other obligations (including repayment of deferred rents) to us in full, or at all, or to otherwise seek modifications of such obligations or declare bankruptcy due to economic and business conditions;

• the ability and willingness of new tenants to enter into leases during what is perceived to be uncertain times, the ability and willingness of existing tenants to renew their leases upon expiration, and our ability to re-lease the properties on the same or better terms in the event of nonrenewal or in the event we exercise our right to replace an existing tenant;

• disruptions to the supply chain or lack of employees available or willing to work due to perceptions of COVID-19 health risk, as well as general labor shortages, that could make it difficult for our tenants to operate, as well as to pay rent;

• state, local or industry-initiated efforts, such as a rent freeze for tenants, the suspension of a landlord’s ability to enforce evictions, or the mandatory closures of businesses, which could affect our ability to collect rent or enforce remedies for the failure to pay rent;

• severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions, which could make it difficult for us to access debt and equity capital, draw on our credit facility or obtain additional indebtedness or refinance indebtedness as it becomes due; and

• volatility in the trading prices of our Common Stock and Class A Common Stock.

To the extent any of these risks and uncertainties adversely impact us in the ways described above or otherwise, they may also have the effect of heightening many of the other risks described in this Annual Report on Form 10-K.

4

Risks Related to our Operations and Properties

There are risks relating to investments in real estate and the value of our property that are beyond our control, including global, national, regional and local economic and market conditions.

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, demographic trends, 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 four consolidated joint ventures, McLean, Orangeburg, High Ridge and Dumont, which we refer to as our DownREITs, we may not sell or transfer the contributed property during contractually agreed upon protection periods other than as part of a tax-deferred transaction under the Code or if the conditions exist that 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 following a contracted fixed date.  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, which could make us more vulnerable to regional economic downturns and natural disasters.

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, 2022, 100.0% of our total revenues were from properties located in this area.  Moreover, 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, 2022, Ridgeway revenues represented approximately 10.1% of the Company's total revenues and approximately 6.5% of the Company's total assets at October 31, 2022.

Because we are concentrated in one geographic area, negative changes in regional economic conditions, rates of employment, and demographic trends can result in our geographic focus area becoming a less desirable place for tenants to locate, making it more difficult for us to increase rents and retain tenants.  Potential changes to the local real estate markets, such as the competitive overbuilding of retail space, or a decrease in demand for shopping center properties due to demographic or market trends could also adversely affect our financial condition and results of operations.

We are also impacted by weather patterns and natural disasters, including changes in weather patterns and natural disaster exacerbated by climate change, that could have a more significant localized effect in the areas where our properties are concentrated. The occurrence of natural disasters or severe weather conditions can delay new development projects, increase investment costs to repair or replace damaged properties, increase operation costs, increase future property insurance costs, disrupt our business and the business of our tenants, and negatively impact the ability of some tenants to pay rent.  Tenants may also be less willing to lease space that they view as susceptible to natural disasters.  We may also face potential additional regulatory requirements by government agencies in response to such perceived risks.

As a result of our geographic concentration and focus on one type of property, 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.

We are dependent on anchor tenants at 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. We can provide no assurance that we will not experience impactful bankruptcies by anchor tenants in the future.

5

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 had favorable occupancy rates over time, we have experienced periods of decline in occupancy, including during the COVID-19 pandemic.  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 or other market disruption, such as the COVID-19 pandemic.  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, such provisions may limit the number and types of prospective tenants for the vacant space.  Zoning restrictions and other regulatory hurdles may also impede or delay our ability to re-lease 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.

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 and private equity funded entities.  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 e-commerce 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.

E-commerce and other changes in consumer behavior present challenges for many of our tenants and may require us to modify our properties, diversify our tenant composition and adapt our leasing practices to remain competitive.

Many of our tenants face increasing competition from e-commerce and other sources that could cause them to reduce their size, limit the number of locations and/or suffer a general downturn in their businesses and ability to pay rent.  We may also fail to anticipate the effects of changes in consumer buying practices, particularly of online sales and the resulting change in retailing practices and tenant space needs, which could have an adverse effect on our results of operations and cash flows.  We are focused on anchoring and diversifying our properties with tenants that are more resistant to competition from e-commerce (e.g. groceries, essential retailers, restaurants and service providers), but there can be no assurance that we will be successful in modifying our properties, diversifying our tenant composition and/or adapting our leasing practices.

6

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, 2022, we owned four of our operating properties through consolidated joint ventures and six through unconsolidated joint ventures. Our joint ventures, including any 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 four consolidated joint ventures, McLean, Orangeburg, 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 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.

If we were to employ 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.

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.

7

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 and preferred equities in the public trading markets.  Some investors may 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.

Although a significant amount of our outstanding debt has fixed interest rates, including through interest rate hedges, we do borrow funds at variable interest rates under our Unsecured Revolving Credit Facility (“Facility”) and certain secured borrowings.  As of October 31, 2022, less than 1.0% of our outstanding debt was variable rate debt not hedged to fixed rate debt, and as of October 31, 2022, we had $30.5 million of outstanding borrowings on our Facility.  If interest rates were to continue rising, it would increase the amount of interest expense that we would have to pay for any borrowings under the Facility.  In addition, we anticipate that we will need to refinance existing indebtedness on our properties as such debt 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.

We may be adversely affected by changes in LIBOR reporting practices, the method by which LIBOR is determined or the use of alternative reference rates.

As of October 31, 2022, we had approximately $155.7 million of mortgage notes outstanding that are indexed to the London Interbank Offered Rate (“LIBOR”). All of these mortgages are subject to interest rate swaps that convert the floating rates in the notes to a fixed interest rate. Under existing guidance, the publication of the LIBOR reference rate was to be discontinued beginning on or around the end of 2021.  However, the ICE Benchmark Administration, in its capacity as administrator of USD LIBOR, announced that it extended publication of U.S. dollar LIBOR (other than one-week and two-month tenors) by 18 months to June 2023.  In August and December 2022, we amended six mortgages and their related interest rate swap agreements to include market standard provisions for determining the benchmark replacement rate for LIBOR in the form of the Secured Overnight Financing Rate (“SOFR”).   We are in the process of working with the lenders and counterparties to amend the remaining mortgage promissory notes and swap contracts that reference LIBOR to provide SOFR or an alternative method as a benchmark rate. These changes could result in interest obligations that are slightly more than or do not otherwise correlate exactly over time with the payments that would have been made on such debt if U.S. dollar LIBOR was available in its current form.  Although we believe there would be no material impact on our financial position or results of operations, because this will be the first time any of the reference rates for our promissory notes or our swap contracts will cease to be published, we cannot be sure that the transition will be seamless and without any adverse impact.

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 Facility 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 Facility contains, among others, provisions restricting our ability to incur unsecured and secured indebtedness, create certain liens, and consolidate, merge or sell all or substantially all of our assets, all as further detailed in Item 7 included in this Annual Report on Form 10-K.

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.

8

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.

For example, during the early days of the COVID-19 pandemic, we reduced the quarterly dividend on our Class A Common stock and Common stock in 2020 when compared with pre-pandemic levels in an effort to preserve cash due to the then current economic uncertainty.  We then increased the dividend in 2021 and again for the first quarter of fiscal 2022, but not to pre-pandemic levels, as the situation stabilized.  In the event our financial condition or other factors necessitate, we may choose to reduce our dividends again in the future. Additionally, we may in the future choose to pay distributions in our stock rather than solely in cash, which may result in our stockholders having a tax liability with respect to such distributions that exceeds the amount of cash received, if any.

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.

9

We cannot guarantee that any share repurchase program will be fully consummated or will enhance long-term stockholder value, and share repurchases could increase the volatility of our stock prices and could diminish our cash reserves.

We engage in share repurchases of our Class A Common Stock and Common Stock from time to time in accordance with authorizations from the Board of Directors.  Our repurchase program does not have an expiration date and does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares. Further, our share repurchases could affect our share trading prices, increase their volatility, reduce our cash reserves and may be suspended or terminated at any time, which may result in a decrease in the trading prices of our stock

Supply chain disruptions and unexpected construction expenses and delays could impact our ability to timely deliver spaces to tenants and/or our ability to achieve the expected value of a construction project or lease, thereby adversely affecting our profitability.

The construction and building industry, similar to many other industries, are experiencing worldwide supply chain disruptions due to a multitude of factors that are beyond our control.  Materials, parts and labor have also increased in cost over the past year or more, sometimes significantly and over a short period of time.  Although we are generally not engaged in large-scale development projects, small-scale construction projects, such as building renovations and maintenance, pad site developments and tenant improvements required under leases are a routine and necessary part of our business. We may incur costs for a property renovation or tenant buildout that exceeds 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 or tenant space on schedule due to supply chain disruptions or labor shortages, 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 and materially adversely affect our profitability.

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.

Our insurance coverage on our properties may be inadequate.

We currently carry comprehensive insurance on all of our properties, including insurance for liability, fire, flood, earthquake, and rental loss. All of these policies contain coverage limitations. We believe these coverages are of the types and amounts customarily obtained for or by an owner of similar types of real property assets located in the areas where our properties are located, and we intend to obtain similar insurance coverage on subsequently acquired properties.  However, our circumstances or the availability of insurance could change.

The availability of insurance coverage may decrease and the prices for insurance may increase as a consequence of significant losses incurred by the insurance industry and other factors outside our control, including potential changes in weather patterns as a result of climate change. As a result, we may be unable to renew or duplicate our current insurance coverage in adequate amounts or at reasonable prices. In addition, insurance companies may no longer offer coverage against certain types of losses, such as losses due to terrorist acts and toxic mold, or, if offered, the expense of obtaining these types of insurance may not be justified. We therefore may cease to have insurance coverage against certain types of losses and/or there may be decreases in the limits of insurance available. If an uninsured loss or a loss in excess of our insured limits occurs, we could lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenue from the property, but still remain obligated for any mortgage debt or other financial obligations related to the property. We cannot guarantee that material losses in excess of insurance proceeds will not occur in the future. We also cannot guarantee that historic events or vulnerabilities are indicative of likely future losses or exposure, especially as it relates to the extent and frequency of natural disasters, as weather and climate patterns may change.

In addition, all of our tenants are required under their leases to carry general liability and other appropriate insurance, as well as to indemnify us for certain claims that may be caused by or related to their business activities or occur on their premises.  However, some tenants fail to comply with these insurance requirements, making it difficult for us to collect on their indemnification obligations.

If any of our properties were to experience a catastrophic loss, it could seriously disrupt our operations, delay revenue, negatively impact the property’s ability to generate future cash flow and result in large expenses to repair or rebuild the property. Also, due to inflation, changes in codes and ordinances, environmental considerations and other factors, it may not be feasible to use insurance proceeds to replace a building after it has been damaged or destroyed. Further, we may be unable to collect insurance proceeds if our insurers are unable to pay or contest a claim. Events such as these could adversely affect our results of operations and our ability to meet our obligations, including distributions to our shareholders.

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.

We face risks relating to cybersecurity attacks that could cause loss of confidential information and other business disruptions.

We rely extensively on internal and external technology systems to process transactions and manage our business, which includes the storage of personal, financial and other information that is entrusted to us by our tenants, employees and third-parties.  As such,  our business is at risk from and may be impacted by cybersecurity attacks, including ransomware attacks, denial of service and the theft or compromise of confidential, proprietary or personal information. Remote working arrangements could heighten these risks.  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 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 and financial prospects, damage our reputation and involve significant legal and/or financial liabilities and penalties, 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.

10

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.

Dividends payable by REITs may be taxed at higher rates.

Dividends payable by REITs may be taxed at higher rates than dividends of non-REIT corporations. The maximum U.S. federal income tax rate for qualified dividends paid by domestic non-REIT corporations to U.S. stockholders that are individuals, trust or estates is generally 20%. Dividends paid by REITs to such stockholders are generally not eligible for that rate, but under current tax law, such stockholders may deduct up to 20% of ordinary dividends (i.e., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning before January 1, 2026. Although this deduction reduces the effective tax rate applicable to certain dividends paid by REITs, such tax rate may still be higher than the tax rate applicable to regular corporate qualified dividends. This may cause investors to view REIT investments as less attractive than investments in non-REIT corporations, which in turn may adversely affect the value of stock of REITs, including our stock. In addition, the relative attractiveness of real estate in general may be adversely affected by the favorable tax treatment given to corporate dividends, which could negatively affect the value of our properties.

11

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 limit does not apply to any shares of our stock beneficially owned by Elinor F. Urstadt (spouse of late Mr. Charles J. Urstadt, the Company’s former Chairman Emeritus), Willing L. Biddle (President & Chief Executive Officer), Catherine U. Biddle (director and spouse of Willing L. Biddle), Elinor P. Biddle (non-executive employee and daughter of Mr. & Mrs. Biddle), Dana C. Biddle (daughter of Mr. & Mrs. Biddle) and Charles D. Urstadt (director and Chairman and son of Mr. & Mrs. Urstadt and brother of Mrs. Biddle) (together, the “Urstadt and Biddle Family Members”), but only to the extent that the aggregate value of all such stock does not exceed nineteen and ninety one-hundredth percent (19.9%) of the value of all of the company’s outstanding common stock, Class A common stock and preferred stock at any date of determination, unless at least two of the Urstadt and Biddle Family Members would separately be considered as among the five largest shareholders (which for this purpose requires ownership of at least 7.5%) based on value of shares (and determined after applying the ownership rules in Sections 542, 544 and 856(h) of the Code), in which case the maximum aggregate value of all shares of our stock beneficially owned by the Urstadt and Biddle Family Members is increased to twenty-seven percent (27.00%).  At October 31, 2022, together, the Urstadt and Biddle Family Members hold approximately 68.7% of our outstanding voting interests through their beneficial ownership of our Common Stock and Class A Common Stock. At October 31, 2022, directors and executive officers of the Company, excluding any Urstadt and Biddle Family Member, hold approximately 0.2%.  The ownership limitation may delay or discourage someone from taking control of the Company, 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 affirmative vote of holders of our stock representing a majority of all votes entitled to be cast on the matter.

• Certain provisions of our charter may only be amended by (i) a vote of a majority of our Continuing Directors and (ii) the affirmative vote of holders of our stock representing a majority of all votes entitled to be cast on the matter.

• 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.  As permitted by Maryland law, our charter provides that the “business combination” provisions of Maryland law described above do not apply to acquisitions of shares by the late Charles J. Urstadt, and our Board of Directors has determined that the provisions do not apply to Willing L. Biddle, or to Willing L. Biddle’s or the late Charles J. Urstadt’s spouses and descendants and any of their affiliates.  Consequently, unless such exemptions are amended or repealed, we may in the future enter into business combinations or other transactions with Mr. Willing L. Biddle or any of Mr. Willing L. Biddle’s or the late Mr. Charles J. Urstadt’s respective affiliates without complying with the requirements of the Maryland business combination statute.  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 bylaws provide that the "control shares" provisions of Maryland law described above will not apply to acquisitions of our stock.  As permitted by Maryland law, our Board of Directors has exclusive power to amend the bylaws and the Board could elect to make acquisitions of our stock subject to the “control shares” provisions of Maryland law as to any or all of our stockholders. In view of the common equity securities controlled by Elinor F. Urstadt, for herself and in her capacity as the executor of Charles J. Urstadt’s estate, and Willing L. Biddle and Catherine U. Biddle, any 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 total 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 Common Stock and Class A Common Stock, number of outstanding Common Stock, or the number of outstanding Class A Common Stock, and upon satisfaction of certain other conditions, all other stockholders will have the right to purchase Common Stock and Class A Common Stock of the Company having a value equal to two times the exercise price of the right.  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 Willing L. Biddle, as well as members of Willing L. Biddle’s and the late Charles J. Urstadt’s 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, 2022, Elinor F. Urstadt, for herself and in her capacity as the executor of Charles J. Urstadt’s estate, and Willing L. Biddle and Catherine U. Biddle beneficially owned approximately 21.2% of the value of our outstanding Common Stock and Class A Common Stock, which together represented approximately 68.2% of the voting power of our outstanding common stock.  They 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.

12

Item 1B.  Unresolved Staff Comments.

None.

13

Item 2.  Properties.

Properties

The following table sets forth information concerning each property at October 31, 2022.  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 Tenants
Stamford, CT	1997	1950	2002	374,000	13.6	36	98%	Stop & Shop
Stratford, CT	1988	1978	2005	281,000	33.2	20	99%	Stop & Shop, BJ's
Scarsdale, NY (1)	2004	1958	2010	244,000	14.0	22	95%	ShopRite
New Milford, CT	2002	1972	2010	235,000	20.0	14	100%	Walmart/Stop & Shop
Riverhead, NY (2)	-	2014	2014	198,000	20.7	4	100%	Walmart
Danbury, CT	-	1989	1995	194,000	19.3	15	93%	Christmas Tree Shops
Carmel, NY (3)	2006	1971	2010	189,000	22.0	30	90%	Tops Markets
Shelton, CT	1994	1982	2022	189,000	22.0	17	97%	Stop & Shop
Brewster, NY	1998	1977	2019	174,000	23.0	26	88%	Acme Supermarket
Carmel, NY	1999	1983	1995	145,000	19.0	15	94%	ShopRite
Ossining, NY	2000	1978	1998	137,000	11.4	23	92%	Stop & Shop
Somers, NY (4)	-	2002	2003	135,000	26.0	25	75%	Goodwill
Midland Park, NJ	1999	1970	2015	130,000	7.9	24	81%	Kings Supermarket
Yorktown, NY (5)	1997	1973	2005	123,000	16.4	13	83%	Staples
New Providence, NJ	2010	1965	2013	109,000	7.8	22	100%	Acme Markets
Newark, NJ	-	1995	2008	108,000	8.4	13	100%	Seabra Supermarket
Wayne, NJ	1992	1959	1992	103,000	9.0	42	97%	Whole Foods Market
Darien, CT	1992	1955	1998	96,000	9.5	20	92%	Stop & Shop
Pompton Lakes, NJ (6)	2000	1965	2015	94,000	12.0	18	65%	Planet Fitness
Emerson, NJ	2013	1981	2007	93,000	7.0	9	89%	ShopRite
Stamford, CT (7)	2013	1963 & 1968	2017	87,000	6.7	24	68%	Trader Joes
New Milford, CT	-	1966	2008	81,000	7.6	6	87%	Big Y
Somers, NY	-	1991	1999	80,000	10.8	33	99%	CVS
Orange, CT	-	1990	2003	77,000	10.0	8	100%	Trader Joes/TJ Maxx
Kinnelon, NJ	2015	1961	2015	77,000	7.5	13	100%	Marshalls
Montvale, NJ (2)	2010	1965	2013	76,000	9.9	12	89%	The Fresh Market
Orangeburg, NY (8)	2014	1966	2012	74,000	10.6	24	94%	CVS
Dumont, NJ (9)	-	1992	2017	74,000	5.5	28	93%	Stop & Shop
Stamford, CT	2000	1970	2016	74,000	9.7	15	98%	ShopRite (Grade A)
New Milford, CT	-	2003	2011	72,000	8.8	8	88%	Staples/All Out Fitness
Eastchester, NY	2013	1978	1997	70,000	4.0	13	100%	DeCicco's Market
Boonton, NJ	2016	1999	2014	63,000	5.4	9	97%	Acme Markets
Ridgefield, CT	1999	1930	1998	62,000	3.0	36	88%	Keller Williams
Fairfield, CT	-	1995	2011	62,000	7.0	3	100%	Marshalls
Bloomfield, NJ	2016	1977	2014	59,000	5.1	10	100%	Walgreens/Food World
Yonkers, NY (10)	-	1982	2014	58,000	5.0	12	96%	Acme Markets
Cos Cob, CT	2008	1986	2014	48,000	1.1	30	98%	CVS
Briarcliff Manor, NY (11)	2014	1975	2001	47,000	1.0	18	96%	CVS
Wyckoff, NJ	2014	1971	2015	43,000	5.2	15	95%	Walgreens
Westport, CT	-	1986	2003	40,000	3.0	3	51%	BevMax
Old Greenwich, CT	-	1976	2014	39,000	1.4	13	93%	Kings Supermarket
Rye, NY	-	Various	2004	39,000	1.0	21	100%	A&S Deli
Derby, CT	-	2014	2017	38,000	5.3	8	100%	Aldi Supermarket
Passaic, NJ	2016	1974	2017	37,000	2.9	4	91%	Dollar Tree/Family Dollar
Danbury, CT	2012	1988	2002	33,000	2.7	7	100%	Buffalo Wild Wings
Bethel, CT	1967	1957	2014	31,000	4.0	7	100%	Rite Aid/La Placita Supermarket
Ossining, NY	2001	1981	1999	29,000	4.0	3	88%	Westchester Community College
Katonah, NY	1986	Various	2010	28,000	1.7	33	71%	Squires
Stamford, CT	1995	1960	2016	27,000	1.1	6	92%	Federal Express
Yonkers, NY	1992	1955	2018	27,000	2.7	14	88%	AutoZone
Waldwick, NJ	-	1953	2017	27,000	1.8	9	90%	United States Post Office
Harrison, NY	-	1970	2015	26,000	1.6	10	100%	Harrison Market
Pelham, NY	2014	1975	2006	25,000	1.0	7	88%	Manor Market
Eastchester, NY	2014	1963	2012	24,000	2.1	5	100%	CVS
Ridgefield, CT	-	1960	2018	23,000	2.7	12	84%	William Pitt
Waldwick, NJ	-	1961	2008	20,000	1.8	1	100%	Rite Aid
Somers, NY	-	1987	1992	19,000	4.9	10	100%	Putnam County Savings Bank
Cos Cob, CT	1970	1947	2013	15,000	0.9	10	99%	Veterinarian Emergency
Riverhead, NY (2)	-	2000	2014	13,000	2.7	3	100%	Applebee's
Greenwich, CT	-	1961	2013	10,000	0.8	6	100%	Wells Fargo Bank
Old Greenwich, CT (7)	2001	1941	2017	8,000	0.8	1	100%	CVS
Fort Lee, NJ	-	1967	2015	7,000	0.4	1	100%	H-Mart
Kingston, NY	-	Various	2013	3,000	3.0	1	100%	Marine's Taste of Italy
Office Properties and Bank Branches
Greenwich, CT	-	Various	Various	58,000	2.8	15	100%	UBP
Bronxville & Yonkers	-	1960	2008 & 2009	19,000	0.7	5	100%	M&T Bank, Chase Bank
Stamford, CT (7)	2012	1960	2017	4,000	0.5	1	100%	Chase Bank
New City, NY	-	1973	2018	3,000	1.0	1	100%	Putnam County Savings Bank
				5,307,000	505.4	942

(1) Two wholly-owned subsidiaries of the Company own an 11.7917% 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) Property is shadow anchored by a Stop & Shop Supermarket.

(5) Property is shadow anchored by a BJ's Wholesale Club

(6) Property is shadow anchored by a Lidl Supermarket.

7) A wholly-owned subsidiary of the Company is the sole managing member of a limited liability company that owns this property (29.2% ownership interest.

8) A wholly-owned subsidiary of the Company is the sole managing member of a limited liability company that owns this property (43.8% ownership interest.

9) A wholly-owned subsidiary of the Company is the sole managing member of a limited liability company that owns this property (37.8% ownership interest.

10) 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.

(11) Property is shadow anchored by an Acme Supermarket.

14

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, 2022, 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
2023 (1)		204		493,155	$	14,559,000		14.3	%
2024		128		441,754		11,667,000		11.4	%
2025		104		453,073		11,488,000		11.2	%
2026		80		290,684		8,453,000		8.3	%
2027		90		507,814		12,769,000		12.5	%
2028		62		475,355		9,549,000		9.3	%
2029		44		307,608		7,509,000		7.4	%
2030		31		130,583		3,189,000		3.1	%
2031		39		224,523		5,194,000		5.1	%
2032		56		294,896		7,076,000		6.9	%
Thereafter		33		566,660		10,690,000		10.5	%
		871		4,186,105	$	102,143,000		100	%

(1) Represents lease expirations from November 1, 2022 to October 31, 2023 and month-to-month leases.

15

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

16

PART II

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

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.

Holders

At December 31, 2022, there were 485 shareholders of record of the Company's Common Stock and 530 shareholders of record of the Class A Common Stock. A substantially greater number of holders of our Common Stock and Class A Common Stock are “street name” or beneficial holders, whose shares of record are held by bank, brokers and other financial institutions.

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. For more information please see Item 7 included in this Annual Report on Form 10-K.

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.

Purchases of Equity Securities By the Issuer and Affiliated Purchasers

Following its initial December 2013 authorization, in June 2017, our Board of Directors re-approved a share repurchase program ("Prior Repurchase Program") for the repurchase of up to 2,000,000 shares, in the aggregate, of Common Stock and Class A Common Stock in open market transactions.  For the three month period ended October 31, 2022, the Company repurchased 451,986 shares of Class A Common Stock and 11,004 shares of Common Stock under the Prior Repurchase Program.

On October 3, 2022, our Board of Directors re-approved a new share repurchase program (“Current Repurchase Program”) for the repurchase of up to 2,000,000 shares, in the aggregate, of Common Stock and Class A Common Stock in open market transactions. The Current Repurchase Program was announced on October 3, 2022 and has no set expiration date.  The timing and actual number of shares purchased under the program depend upon marketplace conditions and other factors.  For the three month period ended October 31, 2022, the Company repurchased 485,998 shares of Class A Common stock and 6,840 shares of Common stock under the Current Repurchase Program.

Table A (Class A Common shares)

The following table sets forth Class A Common shares repurchased by the Company during the three months ended October 31, 2022 under the Prior Repurchase Program and the Current Repurchase Program:

Period	Total Number of Shares Purchased		Average Price Per Share Purchased		Total Number of Shares Re- purchased as Part of Publicly Announced Plan or Program (a)		Maximum Number of Shares That May be Purchased Under the Plan or Program (a)
August 1, 2022 – August 31, 2022		45,525	$	18.31		45,525		1,621,488
September 1, 2022 – September 30, 2022		300,797	$	16.03		300,797		1,312,867
October 1, 2022 – October 31, 2022		591,662	$	16.78		591,662		1,507,162

(a)  See paragraph above regarding the Prior Repurchase Program and the Current Repurchase Program.  The number of shares listed under the column “The Maximum Number of Shares That May be Purchased Under the Plan or Program” of Table A is inclusive of the number of shares listed under the same column of Table B.

Table B (Common shares)

The following table sets forth Common shares repurchased by the Company during the three months ended October 31, 2022:

Period	Total Number of Shares Purchased		Average Price Per Share Purchased		Total Number of Shares Re- purchased as Part of Publicly Announced Plan or Program (a)		Maximum Number of Shares That May be Purchased Under the Plan or Program (a)
August 1, 2022 – August 31, 2022		1,198	$	18.50		1,198		1,621,488
September 1, 2022 – September 30, 2022		7,824	$	15.99		7,824		1,312,867
October 1, 2022 – October 31, 2022		8,822	$	17.53		8,822		1,507,162

(a)  See paragraph above regarding the Prior Repurchase Program and the Current Repurchase Program.  The number of shares listed under the column “The Maximum Number of Shares That May be Purchased Under the Plan or Program” of Table B is inclusive of the number of shares listed under the same column of Table A.

In addition, from November 1, 2022 to December 19, 2022, the Company repurchased 116,016 shares of Class A Common Stock and 287 shares of Common Stock under the Current Repurchase Program through a Rule 10b5-1(c)(1) agreement entered into between the Company and its broker Deutsche Bank Securities Inc.

In addition, from time to time, we could be deemed to have repurchased shares as a result of shares withheld for tax purposes upon a stock compensation related vesting event.  During the year ended October 31, 2022, the Company repurchased 27,680 shares for an aggregate purchase price of $590,000 (weighted average price of $21.31 per share) in connection with shares of Class A Common Stock surrendered or deemed surrendered to the Company to satisfy statutory minimum tax withholding obligations in connection with the vesting of restricted stock award pursuant to the Company's Restricted Stock Award Plan.

17

Item 6.  Selected Financial Data. [Reserved]

18

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.”

19

Executive Summary

Overview

We are a fully integrated, self-administered real estate company that has elected to be a Real Estate Investment Trust ("REIT") for federal income tax purposes, engaged in the acquisition, ownership and management of commercial real estate, primarily neighborhood and community shopping centers, anchored by supermarkets, pharmacy/drug-stores and wholesale clubs, with a concentration in the metropolitan tri-state area outside of the City of New York. Other real estate assets include office properties, two self-storage facilities, 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, 2022, we owned or had equity interests in 77 properties, which include equity interests we own in four consolidated joint ventures and six unconsolidated joint ventures, containing a total of 5.3 million square feet of Gross Leasable Area (“GLA”).    Of the properties owned by wholly-owned subsidiaries or joint venture entities that we consolidate, approximately 93.0% of the GLA was leased (91.9% at October 31, 2021).  Of the properties owned by unconsolidated joint ventures, approximately 94.4% of the GLA was leased (93.9% at October 31, 2021).  In addition, we own and operate self-storage facilities at two of our retail properties.  Both self-storage facilities are managed for us by Extra Space Storage, a publicly-traded REIT.  One of the self-storage facilities is located in the back of our Yorktown Heights, NY shopping center in below grade space.  As of October 31, 2022, this self-storage facility had 57,300 square feet of available GLA, which was 94.1% leased. As discussed later in this Item 7, we have also developed a second self-storage facility located in Stratford, CT with 90,000 square feet of available GLA.  This facility has been operational for approximately 18 months and is 87.0% leased. We are also close to completion on a third self-storage facility at our Pompton Lakes, NJ property and our anticipated investment to develop the facility is approximately $7 million.

We have paid quarterly dividends to our stockholders continuously since our founding in 1969.

Impact of COVID-19

In March 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic.  During the early part of the pandemic, the U.S. market came under severe pressure due to numerous factors, including preventive measures taken by local, state and federal authorities to alleviate the public health crisis, such as mandatory business closures, quarantines, and restrictions on travel.  These measures, as implemented by the tri-state area of Connecticut, New York and New Jersey, generally permitted businesses designated as “essential” to remain open, but limited the operations of other categories of our tenants to varying degrees.  These restrictions have been long since lifted, and the negative impact of the COVID-19 pandemic appears to be much improved, with most tenant businesses operating at pre-pandemic levels.  For certain categories of our tenants, such as dry cleaners and some small format fitness tenants, however, the negative impact of COVID-19 was more severe and the recovery is still in progress.

The following information is intended to provide certain information regarding the impact of the COVID-19 pandemic on our portfolio and our tenants:

• As of October 31, 2022, all of our 71 retail shopping centers, stand-alone restaurants and stand-alone bank branches are open and operating.

• As of October 31, 2022, approximately 87% of our GLA is located in properties anchored by grocery stores, pharmacies or wholesale clubs, 3.7% of our GLA is located in outdoor retail shopping centers adjacent to regional malls, and 7.8% of our GLA is located in outdoor neighborhood convenience retail, with the remaining 1.5% of our GLA consisting of six suburban office buildings located in Greenwich, Connecticut and Bronxville, New York and three retail bank branches.  All six suburban office buildings are open and all of the retail bank branches are open.

20

Rent Deferrals, Abatements and Lease Restructurings

Similar to other retail landlords across the United States, we received a number of requests for rent relief from tenants, with most requests received during the early days of the COVID-19 pandemic when stay-at-home orders were in place and many businesses were required to close.  We evaluated each request on a case-by-case basis to determine the best course of action, recognizing that in many cases some type of concession may be appropriate and beneficial to our long-term interests.  Although each negotiation has been specific to that tenant, most concessions have been in the form of deferred rent for some portion of rents due in April 2020 through the beginning of fiscal 2021, to be paid back over the later part of the lease, preferably within a period of one year or less.  Some of these concessions have been in the form of rent abatements for some portion of tenant rents due.

In addition, we have continued to receive a small number of follow-on requests from tenants to whom we had already provided temporary rent relief in the early days of the pandemic.  These tenants are generally ones whose businesses have been slower to recover from the pandemic, as discussed above, due to the high touch nature of their services or the impact of the remote workforce.  These requests, however, are greatly reduced.

Each reporting period, we must make estimates as to the collectability of our tenants’ accounts receivable related to base rent, straight-line rent, expense reimbursements and other revenues. Management analyzes accounts receivable by considering tenant creditworthiness, current economic trends, including the impact of the COVID-19 pandemic on tenants’ businesses, and changes in tenants’ payment patterns when evaluating the adequacy of the allowance for doubtful accounts.

As a result, in accordance with ASC Topic 842, we revised our collectability assumptions for many of our tenants that were most significantly impacted by COVID-19. This amount includes changes in our collectability assessments for certain tenants in our portfolio from probable to not probable, which requires that revenue recognition for those tenants be converted to cash basis accounting, with previously uncollected billed rents reversed in the current period.  From the beginning of the COVID-19 pandemic through the end of our second quarter of fiscal 2021, we converted 89 tenants to cash basis accounting in accordance with ASC Topic 842.  We have not converted any additional tenants to cash basis accounting since our second quarter of fiscal 2021. As of October 31, 2022, 34 of the 89 tenants are no longer tenants in the Company's properties.  In addition, when one of the Company’s tenants is converted to cash basis accounting in accordance with ASC Topic 842, all previously recorded straight-line rent receivables need to be reversed in the period, in which the tenant is converted to cash basis revenue recognition.

In continuing to evaluate the collectability of tenant lease income billings, during the year ended October 31, 2022 and 2021 we determined that lease payments for 10 and 13 tenants, respectively, which had previously been converted to cash-basis accounting as a result of our earlier assessment that their future lease payments were not probable of collection, had become probable of collection and were restored to accrual basis accounting.  Our criteria for restoring a cash-basis tenant to accrual accounting required the tenant to demonstrate its ability to make current rental payments over the preceding six months and for that tenant to have no significant receivables at the time of reinstatement.  As a result of the change in assessment for these tenants and the restoration of such tenants’ straight-line rent receivables, we recorded $57,200 and $582,000 in lease income in the years ended October 31, 2022 and 2021, respectively.

During the years ended October 31, 2022 and 2021, we recognized collectability adjustments/(recoveries) totaling $(34,000) and $4.2 million, respectively. As of October 31, 2022, the revenue from approximately 3.7% of our tenants (based on total commercial leases) is being recognized on a cash basis.

Each reporting period, management assesses whether there are any indicators that the value of the Company’s real estate investments may be impaired, and management has concluded that none of the Company’s investment properties are impaired at October 31, 2022. We will continue to monitor the economic, financial, and social conditions resulting from the COVID-19 pandemic and assess our real estate asset portfolio for any impairment indicators as required under GAAP. If we determine that any of our real estate assets are impaired, we will be required to take impairment charges, and such amounts could be material.  See Footnote 1 to the Notes to the Company’s Consolidated Financial Statements for additional discussion regarding our policies on impairment charges.

21

Strategy, Challenges and Outlook

We have a conservative capital structure, which includes permanent equity sources of Common Stock, Class A Common Stock and two series of perpetual preferred stock, which are only redeemable at our option.  In addition, we have mortgage debt secured by some of our properties and a $125 million Unsecured Revolving Credit Facility (the "Facility").  We do not have any secured debt maturing until August of 2024.

Key elements of our growth strategy and operating policies are to:

• maintain our focus on community and neighborhood shopping centers, anchored principally by regional supermarkets, pharmacy chains or wholesale clubs, which we believe can provide a more stable revenue flow even during difficult economic times, given the focus on food and other types of staple goods;

• acquire quality neighborhood and community shopping centers in the northeastern part of the United States with a concentration on properties in the metropolitan 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, with the hope of growing our assets through acquisitions 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 (e.g. curbside pick-up), 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, anticipating tenant weakness when necessary by pre-leasing their spaces and replacing below-market-rent leases with increased market rents, with an eye towards securing leases that include regular or fixed contractual increases to minimum rents;

• improve and refine the quality of our tenant mix at our shopping centers;

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

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

• control property operating and administrative costs.

We believe our strategy of focusing on community and neighborhood shopping centers, anchored principally by regional supermarkets, pharmacy chains or wholesale clubs, has been validated during the COVID-19 pandemic.  We believe the nature of our properties makes them less susceptible to economic downturns than other retail properties whose anchor tenants do not supply basic necessities.   During normal conditions, we believe that consumers generally prefer to purchase food and other staple goods and services in person, and even during the COVID-19 pandemic our supermarkets, pharmacies and wholesale clubs have been posting strong in-person sales.  Moreover, most of our grocery stores implemented or expanded curbside pick-up or partnered with delivery services to cater to the needs of their customers during the COVID-19 pandemic.

We recognize, however, that the pandemic may have accelerated a movement towards e-commerce that may be challenging for weaker tenants that lack an omni-channel sales or micro-fulfillment strategy.  We launched a program designating dedicated parking spots for curbside pick-up and are assisting tenants in many other ways.  Many tenants have adapted to the new business environment through use of our curbside pick-up program, and early industry data seems to indicate that micro-fulfillment from retailers with physical locations may be a new competitive alternative to e-commerce. 

We have seen significant improvement in general business conditions, but the pandemic is still ongoing, with existing and new variants making the situation difficult to predict.  Moreover, challenges presented by inflation, labor shortages, supply chain disruptions and uncertainties in the U.S. economy could present continued or new challenges for our tenants. We will continue to accrue rental revenue during the deferral period, except for tenants for which revenue recognition was converted to cash basis accounting in accordance with ASC Topic 842.

As a REIT, we are susceptible to changes in interest rates, the lending environment, the availability of capital markets and the general economy.  The impacts of any changes are difficult to predict.

22

Highlights of Fiscal 2022; Recent Developments

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

• In September 2021, we entered into a purchase and sale agreement to sell our property located in Chester, NJ to an unrelated third party for a sale price of $1.96 million, as that property no longer met our investment objectives.  In accordance with ASC Topic 360-10-45, the property met all the criteria to be classified as held for sale in the fourth quarter of fiscal 2021, and accordingly we recorded a loss on property held for sale of $342,000, which loss was included in continuing operations in the consolidated statement of income for the year ended October 31, 2021. This loss has been added back to our FFO as discussed below in this Item 7. The amount of the loss represented the net carrying amount of the property over the fair value of the asset, less estimated cost to sell.  In December 2021, the Chester sale was completed and we realized an additional loss on sale of property of $7,000, which loss is included in continuing operations in the consolidated statement of income for the year ended October 31, 2022.

• In November 2021, we redeemed 59,819 units of UB High Ridge, LLC from noncontrolling members.  The total cash price paid for the redemptions was $1.4 million. As a result of the redemptions, our ownership percentage of High Ridge increased to 26.9% from 24.6%.

• In December 2021, we refinanced our existing $6.5 million first mortgage payable secured by our Boonton, NJ property.  The new mortgage has a principal balance of $11 million and requires payments of principal and interest at a fixed interest rate of 3.45%.  The new mortgage matures in November 2031.

• In February 2022, we sold one free-standing restaurant property located in Bloomfield, NJ, as that property no longer met our investment objectives.  The property was sold for $1.8 million and we recorded a gain on sale of property in our second quarter of fiscal 2022 in the amount of $544,000.

• In February 2022, we refinanced our existing $22.8 million first mortgage secured by our Stratford, CT property.  The new mortgage has a principal balance of $35.0 million, a term of 10 years, and requires payments of principal and interest at a variable rate based on the Secured Overnight Finance Rate (“SOFR”), plus an applicable spread.  Concurrent with entering into the mortgage, we entered into an interest rate swap agreement with the lender as the counterparty, which converts the variable rate based on SOFR to a fixed rate of interest totaling 3.0525% per annum.

• In February 2022, we purchased Shelton Square shopping center, and in July 2022 exercised an option to purchase a pad site adjacent to the shopping center (collectively, "Shelton"), for an aggregate of $35.6 million (exclusive of closing costs).  Shelton is a 188,000 square foot grocery-anchored shopping center located in Shelton, CT. We funded the purchase with available cash, a $20 million borrowing on our Facility, $10 million of which was repaid in March 2022, and proceeds from mortgage borrowings.

• In March 2022, we sold one free-standing restaurant property located in Unionville, CT, as that property no longer met our investment objectives.  The property was sold for $950,000 and we recorded a gain on sale of property in our second quarter of fiscal 2022 in the approximate amount of $204,000.

• In March 2022, we redeemed the remaining units of UB New City, LLC from the noncontrolling member.  The total cash price paid for the redemption was $502,000. As a result of the redemption, we now own 100% of the entity.

• In March 2022, we repaid our first mortgage secured by our Passaic, NJ property in the amount of $3.1 million with available cash.

• In August 2022, we redeemed 59,760 units of UB High Ridge, LLC from noncontrolling members.  The total cash price paid for the redemptions was $1.4 million. As a result of the redemptions, our ownership percentage of High Ridge increased to 29.2% from 26.9%.

• In October 2022, we redeemed 8,000 units of UB Dumont I, LLC from noncontrolling members.  The total cash price paid for the redemptions was $168,000. As a result of the redemptions, our ownership percentage of Dumont increased to 37.8% from 36.4%.

• In the fiscal year ended October 31, 2022, we repurchased 1,202,932 shares of our Class A Common stock at an average price of $16.76 per share and 19,717 shares of our Common stock at an average price per share of $17.02 under previously announced share repurchase programs, as we believed it was a good use of our cash and a way to add value to our stockholders.

23

Leasing

Overview

With the early negative impacts of the COVID-19 pandemic much improved and most tenant businesses operating at pre-pandemic levels, we have observed a marked increase in leasing activity, including interest from potential new tenants and tenants interested in renewing their leases. However, challenges presented by inflation, labor shortages, supply chain disruptions and uncertainties in the U.S. economy could present continued or new challenges for our tenants.   

For the fiscal year 2022, we executed new leases and renewals for a total of 942,000 square feet of predominantly retail space in our consolidated portfolio.  New leases for vacant spaces were signed for 190,000 square feet at an average rental increase of 1.8% on a cash basis. Renewals for 752,000 square feet of currently occupied space were signed at an average rental increase of 3.7% on a cash basis.

Tenant improvements and leasing commissions averaged $46.70 per square foot for new leases for the fiscal year ended October 31, 2022.  There was no significant cost related to our lease renewals for the fiscal year ended 2022.  There is risk that some new tenants may be delayed in taking possession of their space or opening their businesses due to supply chain issues that result in construction delays or labor shortages.  In the event we are responsible for all or a portion of the construction resulting in the delay, some tenants may have the right to terminate their leases or delay paying rent.

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 does not represent building improvements.

New leases signed in 2022 generally become effective over the following one to two years and have an average term of 5.3 years.  Renewals also have an average term of 4 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 reasons.

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 scheduled base rent increases and percentage rents based upon tenants’ gross sales, which could 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 current 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.

24

Critical Accounting Estimates

Critical accounting estimates are those estimates made in accordance with GAAP that involve a significant level of estimation and uncertainty and are reasonably likely to have a material impact on the financial condition or results of operations of the Company and require management’s most difficult, complex or subjective judgments.  Our most significant accounting estimates are as follows:

• Valuation of investment properties

• Revenue recognition

• Determining the amount of our allowance for doubtful accounts

Valuation of Investment Properties

At each reporting period management must assess whether the value of any of its investment properties are impaired.  The judgement of impairment is subjective and requires management to make assumptions about future cash flows of an investment property and to consider other factors.  The estimation of these factors has a direct effect on valuation of investment properties and consequently net income.  As of October 31, 2022, management does not believe that any of our investment properties are impaired based on information available to us at October 31, 2022. In the future, almost any level of impairment would be material to our net income.

Revenue Recognition

Our main source of revenue is lease income from our tenants to whom we lease space at our 77 shopping centers. The COVID-19 pandemic has caused distress for many of our tenants as some of those tenant businesses were forced to close early in the pandemic, and although most have been allowed to re-open and operate, some categories of tenants have been slower to recover.  As a result, we had several tenants who had difficulty paying all of their contractually obligated rents and we reached agreements with many of them to defer or abate portions of the contractual rents due under their leases with the Company.  In accordance with ASC Topic 842, where appropriate, we will continue to accrue rental revenue during the deferral period, except for tenants for which revenue recognition was converted to cash basis accounting in accordance with ASC Topic 842. However, we anticipate that some tenants eventually will be unable to pay amounts due, and we will incur losses against our rent receivables, which would reduce lease income. The extent and timing of the recognition of such losses will depend on future developments, which are highly uncertain and cannot be predicted and these future losses could be material.

Allowance for Doubtful Accounts

GAAP requires us to bill our tenants based on the terms in their leases and to record lease income on a straight-line basis. When a tenant does not pay a billed amount due under their lease, it becomes a tenant account receivable, or an asset of the Company.  GAAP requires that receivables, like most assets, be recorded at their realizable value.  Each reporting period we analyze our tenant accounts receivable, and based on the information available to management at the time, record an allowance for doubtful account for any unpaid tenant receivable that we believe is uncollectable.  This analysis is subjective and the conclusions reached have a direct impact on net income.  As of October 31, 2022, the portion of our billed but unpaid tenant receivables, excluding straight-line rent receivables that we believe are collectable, amounts to $1.4 million.

For a further discussion of our accounting estimates and critical accounting policies, please see Note 1 in our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.

25

Liquidity and Capital Resources

Overview

At October 31, 2022, we had cash and cash equivalents of $15.0 million, compared to $24.1 million at October 31, 2021.  Our sources of liquidity and capital resources include operating cash flows 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 2022, 2021 and 2020, net cash flow provided by operating activities amounted to $77.8 million, $73.7 million and $61.9 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, and regular dividends paid to our Common and Class A Common stockholders.  Cash dividends paid on Common and Class A Common stock for fiscal years ended October 31, 2022, 2021 and 2020 totaled $37.3 million, $29.0 million and $30.0 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.  

During the first two quarters of fiscal 2021, the Board of Directors declared and the Company paid quarterly dividends that were reduced from pre-pandemic levels. Subsequent to the end of the second quarter of fiscal 2021, the Board of Directors increased our Common and Class A Common stock dividends when compared to the reduced dividends that were paid during the earlier part of the pandemic.  In December 2021, the Board of Directors further increased the annualized dividend by $0.03 per Common and Class A Common share beginning with our January 2022 dividend and continued at that rate with our second, third and fourth quarter dividends payable in April, July and October 2022, respectively.  On December 14, 2022, the Board of Directors declared a quarterly dividend, payable January 13, 2023,  of $0.25 per Class A Share and $0.225 per Common share. Future determinations regarding quarterly dividends will impact the Company's short-term liquidity requirements.

Although we intend 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 us 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.

In December 2021 and February 2022, we generated $16.7 million in net proceeds from refinancing two non-recourse first mortgages that were maturing.

In March 2022, we repaid our first mortgage secured by our Passaic, NJ property in the amount of $3.1 million with available cash.

In February 2022, we purchased Shelton Square shopping center, and in July 2022 exercised an option to purchase a pad site adjacent to the shopping center for an aggregate of $35.6 million (exclusive of closing costs).  We funded the purchase with available cash, a $20 million borrowing on our Facility, $10 million of which was repaid in March 2022, and proceeds from mortgage borrowings.

In fiscal 2022, we repurchased 1,202,932 shares of our Class A Common stock at an average price per share of $16.76 and 19,717 shares of our Common stock at an average price per share of $17.02. All share repurchases were funded with available cash, borrowings under our Facility and proceeds from investment property sales.

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 four consolidated joint venture entities, McLean Plaza Associates, LLC, UB Orangeburg, LLC, UB High Ridge, LLC and UB Dumont I, LLC, have the right to require us to repurchase all or a portion of their limited partner or non-managing member interests at prices and on terms as set forth in the governing agreements.  See Note 5 to the financial statements included in Item 8 of this Report on Annual Report on Form 10-K.  Historically, we have financed the foregoing requirements through operating cash flow, borrowings under our Facility, debt refinancings, new debt, equity offerings and other capital market transactions, and/or the disposition of under-performing assets, with a focus on keeping our debt level 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. For the fiscal year ended October 31, 2022, we paid approximately $15.6 million for property improvements, tenant improvements and leasing commission costs ($5.7 million representing property improvements, $4.8 million in property improvements related to our Stratford project and Pompton Lakes, NJ self-storage project (see paragraphs below) and approximately $5.1 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 $10.5 million for anticipated capital improvements, tenant improvements/allowances and leasing costs related to new tenant leases and property improvements during fiscal 2023.  This amount is inclusive of commitments for the Stratford, CT and Pompton Lakes, NJ developments discussed directly below.  These expenditures are expected to be funded from operating cash flows, bank borrowings or other financing sources.

We have begun construction of a new self-storage facility at our Pompton Lakes, NJ property.  Our investment in this development is estimated to be $7 million, which will be funded with available cash or borrowings on our Facility.

We are currently in the process of developing 3.4 acres of acquired land adjacent to a shopping center we own in Stratford, CT.  We built one pad-site building that is leased to two retail chains and will be building another pad-site building once we receive approvals to move a cell tower to an alternate site on our adjacent shopping center property.  These two pad sites total approximately 5,200 square feet.  In addition, we built a recently-opened self-storage facility of approximately 131,000 square feet located in Stratford, CT, which is managed for us by a national self-storage company. The total project cost of the completed pad site and the completed self-storage facility was approximately $18.8 million (excluding land cost).  We plan on funding the development cost for the second pad site with available cash, borrowings on our Facility or other sources, as more fully described earlier in this Item 7.  The Stratford storage building is approximately 87.0% leased as of October 31, 2022.

26

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 $302.3 million primarily consist of $1.7 million in variable rate debt with an interest rate of 4.3%  as of October 31, 2022 and $299.2 million in fixed-rate mortgage loans with a weighted average interest rate of 3.83% at October 31, 2022.  The mortgages are secured by 23 properties with a net book value of $489 million and have fixed rates of interest ranging from 3.1% to 5.6%.  The $1.7 million in variable rate debt is unsecured.  We may refinance our mortgage loans, at or prior to scheduled maturity, through replacement mortgage loans.  The ability to do so, however, is dependent upon various factors, including the income level of the properties, interest rates and credit conditions within the commercial real estate market. Accordingly, there can be no assurance that such re-financings can be achieved.  At October 31, 2022, we had 48 properties in the consolidated portfolio that were unencumbered by mortgages.

Included in the mortgage notes discussed above, we have nine promissory notes secured by properties we consolidate and two promissory notes secured by properties in joint ventures that we do not consolidate, the interest rate on which 11 notes is based on some variation of the London Interbank Offered Rate (“LIBOR”) or SOFR, plus a specified credit spread amount.  In addition, on each of the dates these notes were executed by us, we entered into a corresponding derivative interest rate swap contract, the counterparty of which was either the lender on the aforementioned promissory notes or an affiliate of that lender.  These swap contracts are in accordance with the International Swaps and Derivatives Association, Inc ("ISDA").  These swap contracts convert the variable interest rate in the notes, which are based on LIBOR or SOFR, to a fixed rate of interest for the life of each note. In July 2017, the United Kingdom regulator that regulates LIBOR announced its intention to phase out LIBOR rates by the end of 2021.  However, the ICE Benchmark Administration, in its capacity as administrator of USD LIBOR, subsequently announced that it extended publication of USD LIBOR (other than one-week and two-month tenors) by 18 months to June 2023.  In August and December 2022, we amended six mortgages and their related interest rate swap agreements to include market standard provisions for determining the benchmark replacement rate for LIBOR in the form of SOFR.   We are in the process of working with the lenders and counterparties to amend the remaining promissory notes and swap contracts that reference LIBOR. We have good working relationships with all of our lenders/counterparties, and expect that the replacement reference rate under the amended notes will continue to match the replacement rates in the swaps.  Therefore, we believe there would be no material effect on our financial position or results of operations. See Item 7A. 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 34.0% and a fixed charge coverage ratio of over 3.5 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 currently have a $125 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 included Wells Fargo Bank N.A. and Bank of Montreal, as co-syndication agents.  The Facility gives us the option, under certain conditions, to increase the Facility's borrowing capacity to $175 million, subject to lender approval.  The maturity date of the Facility is March 29, 2024, with a one-year extension at our 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 our option of either the Eurodollar rate plus 1.45% to 2.20%, or The Bank of New York Mellon's prime lending rate plus 0.45% to 1.20% based on consolidated total indebtedness, as defined.  We pay a quarterly commitment fee on the unused commitment amount of 0.15% to 0.25% based on outstanding borrowings during the year. Our ability to borrow under the Facility is subject to our compliance with the covenants and other restrictions on an ongoing basis.  The principal financial covenants limit our level of secured and unsecured indebtedness, including preferred stock, and additionally requires us to maintain certain debt coverage ratios. We were in compliance with such covenants at October 31, 2022. The Facility includes market standard provisions for determining the benchmark replacement rate for LIBOR.

The Facility contains representations and financial and other affirmative and negative covenants usual and customary for this type of agreement.  So long as any amounts remain outstanding or unpaid under the Facility, we must satisfy certain financial covenants: 

• unsecured indebtedness may not exceed $400 million;

• secured indebtedness may not exceed 40% of gross asset value, as determined under the Facility;

• total secured and unsecured indebtedness, excluding preferred stock, may not be more than 60% of gross asset value;

• total secured and unsecured indebtedness, plus preferred stock, may not be more than 70% of gross asset value;

• unsecured indebtedness may not exceed 60% of the eligible real asset value of unencumbered properties in the unencumbered asset pool as defined under the Facility;

• earnings before interest, taxes, depreciation and amortization must be at least 175% of fixed charges, which exclude preferred stock dividends;

• the net operating income from unencumbered properties must be 200% of unsecured interest expenses;

• not more than 25% of the gross asset value and unencumbered asset pool may 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

• the number of un-mortgaged properties in the unencumbered asset pool must be at least 10 and at least 10 properties must be owned by the Company or a wholly-owned subsidiary. 

For purposes of these covenants, eligible real estate value is calculated as the sum of the Company's properties annualized net operating income for the prior four fiscal quarters capitalized at 6.75% and the purchase price of any eligible real estate asset acquired during the prior four fiscal quarters.  Gross asset value is calculated as the sum of eligible real estate value, the Company's pro rata share of eligible real estate value of eligible joint venture assets, cash and cash equivalents, marketable securities, the book value of the Company's construction projects and the Company's pro rata share of the book value of construction projects owned by unconsolidated joint ventures, and eligible mortgages and trade receivables, as defined in the agreement.

At October 31, 2022, we have $30.5 million outstanding on our Facility, with remaining borrowing capacity of $93.7 million.

See Note 4 to 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 2022 and 2021.

Contractual Obligations

Our contractual payment obligations as of October 31, 2022 were as follows (amounts in thousands):

	Payments Due by Period
	Total		2023		2024		2025		2026		2027		Thereafter
Mortgage notes payable and other loans	$	302,316	$	7,612	$	26,449	$	87,483	$	12,940	$	43,333	$	124,499
Interest on mortgage notes payable		62,402		12,522		12,135		8,719		7,381		6,794		14,851
Capital improvements to properties*		10,500		10,500		-		-		-		-		-
Total Contractual Obligations	$	375,218	$	30,634	$	38,584	$	96,202	$	20,321	$	50,127	$	139,350

*Includes committed tenant-related obligations based on executed leases as of October 31, 2022.

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.

27

Unconsolidated Joint Venture Debt

We have six investments in real property through unconsolidated joint ventures:

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

● an 11.792% equity interest in Midway Shopping Center L.P.,

● a 50% equity interest in the Chestnut Ridge Shopping Center,

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

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

These unconsolidated joint ventures are accounted for under the equity method of accounting, as we have the ability to exercise significant influence over, but not control of, the operating and financial decisions of these investments.  Our unconsolidated joint venture investments are more fully discussed in Note 6 to our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.  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, 2022		Fixed Interest Rate Per Annum			Maturity Date
Midway Shopping Center	Scarsdale, NY	$	32,000	$	23,700		4.80	%	Dec-2027
Putnam Plaza Shopping Center	Carmel, NY	$	18,900	$	17,700		4.81	%	Oct-2028
Gateway Plaza	Riverhead, NY	$	14,000	$	14,000		4.07	%	July-2032

28

Net Cash Flows from Operating Activities

Variance from fiscal 2021 to 2022:

The net increase in operating cash flows when compared with the corresponding prior period was primarily related to an increase of the collection of tenant accounts receivable in fiscal 2022 when compared with 2021, predominantly related to the company and our tenants as a whole further recovering from the effects of the COVID-19 pandemic, which allowed tenants to service their leases, and in some cases make payments of prior years' accounts receivable that had been fully reserved.

Variance from fiscal 2020 to 2021:

The net increase in operating cash flows when compared with the corresponding prior period was primarily related to an increase of lease income related to the collection of rents that were deferred in fiscal 2020 and the collection of lease income from tenants that we account for on a cash basis in accordance with ASC Topic 842.

Net Cash Flows from Investing Activities

Variance from fiscal 2021 to 2022:

The increase in net cash flows used in investing activities for the fiscal year ended October 31, 2022 when compared to the corresponding prior period was the result of purchasing one property in fiscal 2022 for a cash investment of $35.7 million.  We did not acquire any properties in fiscal 2021.

Variance from 2020 to 2021:

The decrease in net cash flows used in investing activities for the fiscal year ended October 31, 2021 when compared to the corresponding prior period was the result of selling two properties in fiscal 2021, which generated $13.0 million more in cash flow in fiscal 2021 versus fiscal 2020, and expending $6.9 million less on property improvements in fiscal 2021 when compared with the corresponding prior period.

Net Cash Flows from Financing Activities

Cash generated:

Fiscal 2022: (Total $86.7 million)

• Proceeds from revolving credit line borrowings in the amount of $40.5 million.

• Proceeds from mortgage notes payable and other loans of $46.0 million.

Fiscal 2021: (Total $39.4 million)

• Proceeds from revolving credit line borrowings in the amount of $39.2 million.

Fiscal 2020: (Total $35.2 million)

• Proceeds from revolving credit line borrowings in the amount of $35.0 million.

Cash used:

Fiscal 2022: (Total $129.3 million)

• Dividends to shareholders in the amount of $50.9 million, an increase of $8.2 million when compared with the prior period.

• The repurchase of shares of Common and Class A stock in the amount of $20.5 million.

• Repayment of mortgage notes payable $32.4 million.

• Amortization of mortgage notes payable $7.4 million.

• Repayments of revolving credit line borrowings $10.0 million.

Fiscal 2021: (Total $129.3 million)

• Dividends to shareholders in the amount of $42.7 million.

• Repayment of mortgage notes payable $34.6 million.

• Amortization of mortgage notes payable $6.9 million.

• Repayments of revolving credit line borrowings $35.0 million.

• Acquisitions of noncontrolling interests of $5.1 million.

• Distributions to noncontrolling interests of $3.6 million.

• Repurchase of Common and Class A Common stock in the amount of $1.0 million.

Fiscal 2020: (Total $131.5 million)

• Dividends to shareholders in the amount of $44.2 million.

• Repayment of mortgage notes payable in the amount of $7.1 million.

• Acquisitions of noncontrolling interests in the amount of $3.9 million.

• Redemption of preferred stock series in the amount of $75.0 million.

29

Results of Operations

Fiscal 2022 vs. Fiscal 2021

The following information summarizes our results of operations for the years ended October 31, 2022 and 2021 (amounts in thousands):

	Year Ended October 31,											Change Attributable to:
Revenues	2022			2021		Increase (Decrease)			% Change			Property Acquisitions/Sales		Properties Held in Both Periods (Note 1)
Base rents	$	103,559		$	99,488	$	4,071			4.1	%	$	1,592	$	2,479
Recoveries from tenants		34,067			35,090		(1,023	)		(2.9	)%		319		(1,342	)
Less uncollectable amounts in lease income		13			1,529		1,516			99.1	%		-		1,516
Less ASC Topic 842 cash basis lease income reversal		(47	)		2,685		2,732			101.8	%		-		2,732
Total lease income		137,660			130,364
Lease termination		721			967		(246	)		(25.4	)%		-		(246	)
Other income		4,722			4,250		472			11.1	%		6		466
Operating Expenses
Property operating		25,124			22,938		2,186			9.5	%		196		1,990
Property taxes		23,700			23,674		26			0.1	%		156		(130	)
Depreciation and amortization		29,799			29,032		767			2.6	%		749		18
General and administrative		9,934			8,985		949			10.6	%		n/a		n/a
Non-Operating Income/Expense
Interest expense		13,175			13,087		88			0.7	%		-		88
Interest, dividends, and other investment income		239			231		8			3.5	%		n/a		n/a

Note 1 – Properties held in both periods includes only properties owned for the entire periods of 2022 and 2021 and for interest expense the amount also includes parent company interest expense.  All other properties are included in the property acquisition/sales column.  There are no properties excluded from the analysis.

Base rents increased by 4.1% to $103.6 million for the fiscal year ended October 31, 2022 as compared with $99.5 million in the comparable period of 2021.  The change in base rent and the changes in other income statement line items analyzed in the table above were attributable to:

Property Acquisitions and Properties Sold:

In fiscal 2022, we acquired one property totaling 188,000 square feet and sold three properties totaling 14,300 square feet. In fiscal 2021, we sold two properties totaling 105,800 square feet. These properties accounted for all of the revenue and expense changes attributable to property acquisitions and sales in the fiscal year ended October 31, 2022 when compared with fiscal 2021.

Properties Held in Both Periods:

Revenues

Base Rent

In the fiscal year ended October 31, 2022, base rent for properties held in both periods increased by $2.5 million when compared with the corresponding prior periods as a result of additional leasing in the portfolio in fiscal 2022 when compared to the corresponding prior period.

In fiscal 2022, we leased or renewed approximately 942,000 square feet (or approximately 20.6% of total consolidated GLA).  At October 31, 2022, the Company’s consolidated properties were 93.0% leased (91.9% leased at October 31, 2021).

Tenant Recoveries

In the fiscal year ended October 31, 2022, recoveries from tenants (which represent reimbursements from tenants for operating expenses and property taxes) decreased by a net $1.3 million when compared with the corresponding prior period.

The decrease in tenant recoveries was the result of an under-accrual adjustment in the first quarter of fiscal 2021. We completed the 2020 annual reconciliations for both common area maintenance and real estate taxes in the first quarter of fiscal 2021, and those reconciliations resulted in us billing our tenants more than we had anticipated and accrued for in the prior period. This increased tenant reimbursement income in the first quarter of fiscal 2021, and caused a negative variance in the first quarter of fiscal 2022.  This net decrease was offset by an increase in property operating expenses in the fiscal year ended October 31, 2022, when compared to the corresponding prior periods, predominantly related to insurance, environmental costs and roof repairs.

Uncollectable Amounts in Lease Income

In the year ended October 31, 2022, uncollectable amounts in lease income decreased by $1.5 million. In the second quarter of fiscal 2020, we significantly increased our uncollectable amounts in lease income based on our assessment of the collectability of existing non-credit small shop tenants' receivables given the on-set of the COVID-19 pandemic in March 2020.  A number of non-credit small shop tenants' businesses were deemed non-essential by the states in which they operate and forced to close for a portion of the second and third quarters of fiscal 2020.  This placed stress on our small shop tenants and made it difficult for many of them to pay their rents when due. This stress continued through the first half of fiscal 2021.  Our assessment was that any billed but unpaid rents would likely be uncollectable. During the year ended October 31, 2022, many of our tenants continued to experience business improvement as regulatory restrictions continued to ease and individuals continued to return to pre-pandemic activities. As a result, the uncollectable amounts in lease income declined during such period, when compared with the corresponding period of the prior year and in addition we were successful in collecting prior period unpaid rents that we had fully reserved for.

ASC Topic 842 Cash Basis Lease Income Reversals

We adopted ASC Topic 842 "Leases" at the beginning of fiscal 2020.  ASC Topic 842 requires, among other things, that if the collectability of a specific tenant’s future lease payments as contracted are not probable of collection, revenue recognition for that tenant must be converted to cash-basis accounting and be limited to the lesser of the amount billed or collected from that tenant. In addition, any straight-line rental receivables would need to be reversed in the period that the collectability assessment changed to not probable.  As a result of continuing to analyze our entire tenant base, we determined that as a result of the COVID-19 pandemic, 89 tenants' future lease payments were no longer probable of collection. All such tenants were converted to cash basis after our second quarter of fiscal 2020 and prior to our third quarter of fiscal 2021. As of October 31, 2022, 34 of these 89 tenants are no longer tenants in the Company's properties. As a result of converting these tenants to cash-basis accounting in fiscal 2021, we reversed straight-line rent receivables in the net amount of $673,000 and reversed billed but unpaid rents related to cash-basis tenants of $2.0 million. There were no significant charges related to cash-basis tenants in the year ended October 31, 2022.

As of October 31, 2022, 32 tenants continue to be accounted for on a cash basis, or approximately 3.7% of our tenants.  Many of our cash-basis tenants are now paying a larger portion of their billed rents, which results in an increase in revenue recognition for those tenants accounted for on a cash basis when compared with the corresponding period of the prior year.

Expenses

Property Operating

In the fiscal year ended October 31, 2022, property operating expenses increased by $2.0 million when compared to the prior period as a result of having higher common area maintenance expenses related to insurance, environmental costs and roof repairs.

Property Taxes

In the fiscal year ended October 31, 2022, property tax expense was relatively unchanged when compared with the corresponding prior period.

Interest

In the fiscal year ended October 31, 2022, interest expense was relatively unchanged, when compared with the corresponding prior period.

Depreciation and Amortization

In the fiscal year ended October 31, 2022, depreciation and amortization was relatively unchanged, when compared with the corresponding prior period.

General and Administrative Expenses

In the fiscal year ended October 31, 2022, general and administrative expenses increased by $949,000 when compared with the corresponding prior period, predominantly related to an increase in employee compensation, state tax expense related to a capital gain for a property we sold that was located in New Hampshire and professional fees.

30

Fiscal 2021 vs. Fiscal 2020

The following information summarizes our results of operations for the years ended October 31, 2021 and 2020 (amounts in thousands):

	Year Ended October 31,										Change Attributable to:
Revenues	2021		2020		Increase (Decrease)			% Change			Property Acquisitions/Sales			Properties Held in Both Periods (Note 2)
Base rents	$	99,488	$	99,387	$	101			0.1	%	$	(113	)	$	214
Recoveries from tenants		35,090		28,889		6,201			21.5	%		(105	)		6,306
Less uncollectable amounts in lease income		1,529		3,916		(2,387	)		(61.0	)%		-			(2,387	)
Less ASC Topic 842 cash basis lease income reversal		2,685		3,419		(734	)		(21.5	)%		(158	)		(576	)
Total lease income		130,364		120,941
Lease termination		967		705		262			37.2	%		-			262
Other income		4,250		5,099		(849	)		(16.7	)%		(10	)		(839	)
Operating Expenses
Property operating		22,938		19,542		3,396			17.4	%		220			3,176
Property taxes		23,674		23,464		210			0.9	%		52			158
Depreciation and amortization		29,032		29,187		(155	)		(0.5	)%		73			(228	)
General and administrative		8,985		10,643		(1,658	)		(15.6	)%		n/a			n/a
Non-Operating Income/Expense
Interest expense		13,087		13,508		(421	)		(3.1	)%		-			(421	)
Interest, dividends, and other investment income		231		398		(167	)		(42.0	)%		n/a			n/a

Note 2 – Properties held in both periods includes only properties owned for the entire periods of 2021 and 2020 and for interest expense the amount also includes parent company interest expense.  All other properties are included in the property acquisition/sales column.  There are no properties excluded from the analysis.

Base rents increased by 0.1% to $99.5 million for the fiscal year ended October 31, 2021 as compared with $99.4 million in the comparable period of 2020.  The change in base rent and the changes in other income statement line items analyzed in the table above were attributable to:

Property Acquisitions and Properties Sold:

In fiscal 2020, we sold two properties totaling 18,100 square feet.  In fiscal 2021, we sold two properties totaling 105,800 square feet. These properties accounted for all of the revenue and expense changes attributable to property acquisitions and sales in the fiscal year ended October 31, 2021 when compared with fiscal 2020.

Properties Held in Both Periods:

Revenues

Base Rent

In the fiscal year ended October 31, 2021, base rent for properties held in both periods increased by $214,000 when compared with the corresponding prior periods as a result of additional leasing in the portfolio in fiscal 2021 when compared to the corresponding prior period.

In fiscal 2021, we leased or renewed approximately 742,000 square feet (or approximately 16.8% of total consolidated GLA).  At October 31, 2021, the Company’s consolidated properties were 91.9% leased (90.4% leased at October 31, 2020).

Tenant Recoveries

In the fiscal year ended October 31, 2021, recoveries from tenants (which represent reimbursements from tenants for operating expenses and property taxes) increased by a net $6.3 million when compared with the corresponding prior period.

The increase in tenant recoveries was the result of having higher common area maintenance expenses in the fiscal year ended October 31, 2021 when compared with the corresponding prior period related to snow removal, landscaping and parking lot repairs.  In addition, we completed the 2020 annual reconciliations for both common area maintenance and real estate taxes in the first half of fiscal 2021 and those reconciliations resulted in us billing our tenants more than we had anticipated and accrued for in the prior period, which increased tenant reimbursement income in fiscal 2021.  In addition, the percentage of common area maintenance and real estate tax costs that we recover from our tenants generally increased in fiscal 2021 when compared with fiscal 2020 as the effects of the pandemic on our tenants businesses is lessening.

Uncollectable Amounts in Lease Income

In the fiscal year ended October 31, 2021, uncollectable amounts in lease income decreased by $2.4 million when compared with the prior year.  In the second quarter of fiscal 2020, we significantly increased our uncollectable amounts in lease income based on our assessment of the collectability of existing non-credit small shop tenants' receivables given the on-set of the COVID-19 pandemic in March 2020.  A number of non-credit small shop tenants' businesses were deemed non-essential by the states where they operate and were forced to close for a portion of the second and third quarters of fiscal 2020.  This placed stress on our small shop tenants and made it difficult for many of them to pay their rents when due.  Our assessment was that any billed but unpaid rents would likely be uncollectable. During the fiscal year ended 2021, many of our tenants saw early signs of business improvement as regulatory restrictions were relaxed and individuals began returning to pre-pandemic activities following significant progress made in vaccinating the U.S. public. As a result, the uncollectable amounts in lease income have been declining.

ASC Topic 842 Cash Basis Lease Income Reversals

The Company adopted ASC Topic 842 "Leases" at the beginning of fiscal 2020.  ASC Topic 842 requires, amongst other things, that if the collectability of a specific tenant’s future lease payments as contracted are not probable of collection, revenue recognition for that tenant must be converted to cash-basis accounting and be limited to the lesser of the amount billed or collected from that tenant, and in addition, any straight-line rental receivables would need to be reversed in the period that the collectability assessment changed to not probable.  As a result of continuing to analyze our entire tenant base, we determined that as a result of the COVID-19 pandemic, 89 tenants' future lease payments were no longer probable of collection. All of these tenants were converted to cash basis after our second quarter of fiscal 2020 and prior to our third quarter of fiscal 2021. As of October 31, 2021, 27 of the 89 tenants are no longer tenants in the Company's properties. During the three months ended October 31, 2021, we restored 13 of the 89 tenants to accrual-basis accounting as those tenants have now demonstrated their ability to service the payments due under their leases and have no arrears balances.  As of October 31, 2021, 49 tenants continue to be accounted for on a cash-basis, or 5.9% of our approximate 832 tenants. As a result of this assessment, we reversed $576,000 more in billed but uncollected rent and straight-line rent for cash basis tenants in the fiscal year ended October 31, 2020 than we did in fiscal 2021.

Expenses

Property Operating

In the fiscal year ended October 31, 2021, property operating expenses increased by $3.2 million when compared to the prior period as a result of having higher common area maintenance expenses related to snow removal, landscaping and parking lot repairs.

Property Taxes

In the fiscal year ended October 31, 2021, property tax expense was relatively unchanged when compared with the corresponding prior period.

Interest

In the fiscal year ended October 31, 2021, interest expense decreased by $421,000 when compared with the corresponding prior period, predominantly related to the refinancing of a mortgage secured by our New Providence, NJ property in fiscal 2021 and by repaying all outstanding amounts on our Facility in fiscal 2021.

Depreciation and Amortization

In the fiscal year ended October 31, 2021, depreciation and amortization was relatively unchanged when compared with the corresponding prior period.

General and Administrative Expenses

In the fiscal year ended October 31, 2021, general and administrative expenses decreased by $1.7 million when compared with the corresponding prior period, predominantly related to a decrease in compensation and benefits expense. The decrease was the result of accelerated vesting of restricted stock grant value upon the death of our former Chairman Emeritus in the second quarter of fiscal 2020.

31

Funds from Operations

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

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

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

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

FFO as defined by us may not be comparable to similarly titled items reported by other real estate investment trusts due to possible differences in the application of the NAREIT definition used by such REITs.  The table below provides a reconciliation of net income applicable to Common and Class A Common Stockholders in accordance with GAAP to FFO for each of the three years in the period ended October 31, 2022, 2021 and 2020 (amounts in thousands):

	Year Ended October 31,
	2022			2021			2020
Net Income Applicable to Common and Class A Common Stockholders	$	26,054		$	33,633		$	8,533
Real property depreciation		23,403			22,936			22,662
Amortization of tenant improvements and allowances		4,211			4,429			4,694
Amortization of deferred leasing costs		2,114			1,599			1,737
Depreciation and amortization on unconsolidated joint ventures		1,530			1,518			1,499
(Gain)/loss on sale of properties		(767	)		(11,864	)		6,047
Funds from Operations Applicable to Common and Class A Common Stockholders	$	56,545		$	52,251		$	45,172

FFO amounted to $56.5 million in fiscal 2022 compared to $52.3 million in fiscal 2021 and $45.2 million in fiscal 2020.

The net increase in FFO in fiscal 2022 when compared with fiscal 2021 was predominantly attributable, among other things, to:

Increases:

• An increase in base rent for new leasing in the portfolio after the first quarter of fiscal 2021.

• A $1.5 million net increase in operating income related to our Shelton Square shopping center acquisition in the first quarter of fiscal 2022 compared with the loss of operating income for properties sold in fiscal 2021 and fiscal 2022.

• A decrease in uncollectable amounts in lease income of $1.5 million in the fiscal year ended October 31, 2022, when compared with the corresponding prior period.  We significantly increased our uncollectable amounts in lease income based on our assessment of the collectability of existing non-credit small shop tenants' receivables given the onset of the COVID-19 pandemic in March 2020.  A number of non-credit small shop tenants' businesses were deemed non-essential by the states in which they operate and forced to close for a portion of the second and third quarters of fiscal 2020.  This placed stress on our small shop tenants and made it difficult for many of them to pay their rents when due. This stress continued through our first half of fiscal 2021.  Our assessment was that any billed but unpaid rents would likely be uncollectable. During the fiscal year ended October 31, 2022, many of our tenants continued to see signs of business improvement as regulatory restrictions continued to ease and individuals continued to return to pre-pandemic activities. As a result, the uncollectable amounts in lease income declined in fiscal 2022, when compared with the prior year. In addition, we collected prior period unpaid rents for tenants that we had fully reserved for.

• We adopted ASC Topic 842 "Leases" at the beginning of fiscal 2020.  ASC Topic 842 requires, among other things, that if the collectability of a specific tenant’s future lease payments as contracted are not probable of collection, revenue recognition for that tenant must be converted to cash-basis accounting and be limited to the lesser of the amount billed or collected from that tenant. In addition, any straight-line rental receivables would need to be reversed in the period that the collectability assessment changed to not probable.  As a result of continuing to analyze our entire tenant base, we determined that as a result of the COVID-19 pandemic, 89 tenants' future lease payments were no longer probable of collection. All such tenants were converted to cash basis after our second quarter of fiscal 2020 and prior to our third quarter of fiscal 2021. As of October 31, 2022, 34 of these 89 tenants are no longer tenants in the Company's properties. As a result of converting these tenants to cash-basis accounting, we reversed straight-line rent receivables in the net amount of $673,000 and reversed billed but uncollected rents in the amount of $2.0 million in the fiscal year ended October 31, 2021.  There were no significant charges related to cash-basis tenants in the fiscal year ended October 31, 2022.

As of October 31, 2022, 3.7% of our tenants continue to be accounted for on a cash basis. Many of our cash-basis tenants are now paying a larger portion of their billed rents, which results in an increase in revenue recognition for those tenants accounted for on a cash basis when compared with the corresponding period of the prior year.

Decreases:

• A decrease in variable lease income (cost recovery income) related to an under-accrual adjustment in recoveries from tenants for real estate taxes and common area maintenance in the first quarter of fiscal 2021, which increased revenue in the first quarter of fiscal 2021 and caused a negative variance in the fiscal year ended October 31, 2022.

• A $949,000 increase in general and administrative expenses predominantly related to increases in employee compensation, state tax expense related to a capital gain for a property we sold that was located in New Hampshire and professional fees in fiscal 2022, when compared to the corresponding prior period.

The net increase in FFO in fiscal 2021 when compared with fiscal 2020 was predominantly attributable, among other things, to:

Increases:

• An increase in variable lease income (cost recovery income) related to an under-accrual adjustment in recoveries from tenants for real estate taxes and common area maintenance in fiscal 2021 and a general increase in the rate at which we recover costs from our tenants as a result of the reduced impact of the COVID-19 pandemic on our tenants businesses, which resulted in a positive variance in fiscal 2021 when compared to the same period of fiscal 2020.

• A $262,000 increase in lease termination income in fiscal 2021 when compared with the corresponding prior period as a result of one tenant that occupied multiple spaces in our portfolio ceasing operations and buying out the remaining terms of its leases.

• A net decrease in general and administrative expenses of $1.7 million, predominantly related to a decrease in compensation and benefits expense in fiscal 2021 when compared to the corresponding prior period.  The decrease was the result of accelerated vesting of restricted stock grant value upon the death of our former Chairman Emeritus in the second quarter of fiscal 2020.

• A decrease in uncollectable amounts in lease income of $2.4 million.  In the second quarter of fiscal 2020, we significantly increased our uncollectable amounts in lease income based on our assessment of the collectability of existing non-credit small shop tenants' receivables given the onset of the COVID-19 pandemic in March 2020.  A number of non-credit small shop tenants' businesses were deemed non-essential by the states where they operate and were forced to close for a portion of the second and third quarters of fiscal 2020.  This placed stress on our small shop tenants and made it difficult for many of them to pay their rents when due.  Our assessment was that any billed but unpaid rents for such tenants would likely be uncollectable. During the fiscal year ended October 31, 2021, many of our tenants saw early signs of business improvement as regulatory restrictions were relaxed and individuals began returning to pre-pandemic activities following significant progress made in vaccinating the U.S. public. As a result, the uncollectable amounts in lease income have been declining. We have even recovered receivables that were previously reserved for.

• A decrease in the reversal of lease income as a result of the application of ASC Topic 842 "Leases" in fiscal 2021 when compared with fiscal 2020.  ASC Topic 842 requires among other things, that if the collectability of a specific tenant’s future lease payments as contracted are not probable of collection, revenue recognition for that tenant must be converted to cash-basis accounting and be limited to the lesser of the amount billed or collected from that tenant, and in addition, any straight-line rental receivables would need to be reversed in the period that the collectability assessment changed to not probable.  As a result of continuing to analyze our entire tenant base, we determined that as a result of the COVID-19 pandemic, 89 tenants' future lease payments were no longer probable of collection. All of these tenants were converted to cash basis after our second quarter of fiscal 2020 and prior to our third quarter of fiscal 2021. As a result of this assessment, we reversed $734,000 more in billed but uncollected rent and straight-line rent for cash basis tenants in the fiscal year ended October 31, 2020 than we did in fiscal 2021.  In addition, as the effect of the pandemic has lessened, even certain tenants accounted for on a cash-basis have paid more of their rents in fiscal 2021 than they did in fiscal 2020, which created a positive variance in FFO in fiscal 2021 when compared with fiscal 2020.

• A decrease of $242,000 in net income to noncontrolling interests.  This decrease was caused by our redemption of noncontrolling units in fiscal 2020 and fiscal 2021.  In addition, distributions decreased to noncontrolling unit owners whose distributions per unit were based on the dividend rate of our Class A Common stock, which was significantly reduced in the first half of fiscal 2021 when compared to the corresponding prior period.

Decreases:

• A decrease in gain on marketable securities as we had invested excess cash in marketable securities and sold them in fiscal 2020, realizing a gain of $258,000 in fiscal 2020.  We did not have similar gains in fiscal 2021, which creates a negative variance in fiscal 2021 when compared with fiscal 2020.

32

Same Property Net Operating Income

We present Same Property Net Operating Income ("Same Property NOI"), which is a non-GAAP financial measure. Same Property NOI excludes from Net Operating Income (“NOI”) properties that have not been owned for the full periods presented. The most directly comparable GAAP financial measure to NOI is operating income. To calculate NOI, operating income is adjusted to add back depreciation and amortization, general and administrative expense, interest expense, amortization of above and below-market lease intangibles and to exclude straight-line rent adjustments, interest, dividends and other investment income, equity in net income of unconsolidated joint ventures, and gain/loss on sale of operating properties.

We use Same Property NOI internally as a performance measure and believe Same Property NOI provides useful information to investors regarding our financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level. Our management also uses Same Property NOI to evaluate property level performance and to make decisions about resource allocations. Further, we believe Same Property NOI is useful to investors as a performance measure because, when compared across periods, Same Property NOI reflects the impact on operations from trends in occupancy rates, rental rates and operating costs on an unleveraged basis, providing perspective not immediately apparent from income from continuing operations. Same Property NOI excludes certain components from net income attributable to Urstadt Biddle Properties Inc. in order to provide results that are more closely related to a property’s results of operations. For example, interest expense is not necessarily linked to the operating performance of a real estate asset and is often incurred at the corporate level as opposed to the property level. In addition, depreciation and amortization, because of historical cost accounting and useful life estimates, may distort operating performance at the property level. Same Property NOI presented by us may not be comparable to Same Property NOI reported by other REITs that define Same Property NOI differently.

	Twelve Months Ended October 31,			Three Months Ended October 31,
	2022	2021	% Change	2022	2021	% Change
Same Property Operating Results:
Number of Properties (Note 1)	72			72
Revenue (Note 2)
Base Rent (Note 3)	$98,814	$99,065	(0.3)%	$24,751	$24,499	1.0%
Uncollectable amounts in lease income	(13)	(1,520)	(99.1)%	159	(149)	(206.7)%
ASC Topic 842 cash-basis lease income reversal-same property	(10)	(2,011)	(99.5)%	56	(129)	(143.4)%
Recoveries from tenants	33,506	34,847	(3.8)%	8,143	8,044	1.2%
Other property income	1,491	476	213.2%	229	117	95.7%
	133,788	130,857	2.2%	33,338	32,382	3.0%
Expenses
Property operating	14,469	14,107	2.6%	3,487	3,111	12.1%
Property taxes	23,387	23,542	(0.7)%	5,833	5,887	(0.9)%
Other non-recoverable operating expenses	2,523	2,053	22.9%	899	573	56.9%
	40,379	39,702	1.7%	10,219	9,571	6.8%
Same Property Net Operating Income	$93,409	$91,155	2.5%	$23,119	$22,811	1.4%
Reconciliation of Same Property NOI to Most Directly Comparable GAAP Measure:
Other reconciling items:
Other non same-property net operating income	2,131	937		686	55
Other Interest income	657	471		187	122
Other Dividend Income	84	52		24	16
Consolidated lease termination income	723	967		32	166
Consolidated amortization of above and below market leases	972	632		274	177
Consolidated straight line rent income	241	(2,396)		289	306
Equity in net income of unconsolidated joint ventures	1,397	1,323		583	298
Taxable REIT subsidiary income/(loss)	(287)	303		(107)	(116)
Solar income/(loss)	(361)	(163)		(128)	(4)
Storage income/(loss)	2,225	1,236		653	431
Unrealized holding gains arising during the periods	-	-		-	-
Gain on sale of marketable securities	-	-		-	-
Interest expense	(13,175)	(13,087)		(3,425)	(3,025)
General and administrative expenses	(9,934)	(8,985)		(2,261)	(2,109)
Uncollectable amounts in lease income	(13)	(1,529)		159	(149)
Uncollectable amounts in lease income - same property	13	1,520		(159)	149
ASC Topic 842 cash-basis lease income reversal	(10)	(2,011)		56	(129)
ASC Topic 842 cash-basis lease income reversal-same property	10	2,011		(56)	129
Directors fees and expenses	(500)	(355)		(217)	(78)
Depreciation and amortization	(29,799)	(29,032)		(7,439)	(7,259)
Adjustment for intercompany expenses and other	(5,276)	(3,985)		(1,064)	(950)
Total other -net	(50,902)	(52,091)		(11,913)	(11,970)
Income from continuing operations	42,507	39,064	8.8%	11,206	10,841	3.4%
Gain (loss) on sale of real estate	767	11,864		(1)	(350)
Net income	43,274	50,928	(15.0)%	11,205	10,491	6.8%
Net income attributable to noncontrolling interests	(3,570)	(3,645)		(875)	(921)
Net income attributable to Urstadt Biddle Properties Inc.	$39,704	$47,283	(16.0)%	$10,330	$9,570	7.9%
Same Property Operating Expense Ratio (Note 4)	88.5%	92.6%	(4.0)%	87.4%	89.4%	(2.0)%

Note 1 - Includes only properties owned for the entire period of both periods presented.

Note 2 - Excludes straight line rent, above/below market lease rent, lease termination income.

Note 3 - Base rents for the three and twelve month periods ended October 31, 2022 are reduced by approximately $0 and $87,000, respectively, in rents that were deferred and approximately $0 and $160,000, in rents that were abated because of COVID-19. Base rents for the three and twelve month periods ended October 31, 2022, are increased by approximately $5,000 and $470,000, respectively, in COVID-19 deferred rents that were billed and collected in the fiscal 2022 periods.

Base rents for the three and twelve month periods ended October 31, 2021 are reduced by approximately $27,000 and $552,000, respectively, in rents that were deferred and approximately $309,000 and $3.0 million, in rents that were abated because of COVID-19. Base rents for the three and nine month periods ended October 31, 2021, are increased by approximately $345,000 and $3.0 million, respectively, in COVID-19 deferred rents that were billed and collected in the fiscal 2021 periods.

Note 4 -Represents the percentage of property operating expense and real estate tax.

33

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, 2022, we had total mortgage debt and other notes payable of $299.2 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.

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

To reduce our exposure to interest rate risk on variable-rate debt, we use interest rate swap agreements, for example, to convert some of our variable-rate debt to fixed-rate debt.  As of October 31, 2022, we had nine open derivative financial instruments in our consolidated portfolio.  These interest rate swaps are cross collateralized with mortgages on properties in Ossining, NY, Yonkers, NY, Orangeburg, NY, Brewster, NY, Stamford, CT, Greenwich CT, Darien, CT, Stratford, CT, and Dumont, NJ.  The Ossining swap expires in August 2024, the Yonkers swap expires in November 2024, the Orangeburg swap expires in October 2024, the Brewster swap expires in July 2029, the Stamford swap expires in July 2027, the Greenwich swaps expire in October 2026, the Darien swap expires in April 2029, the Stratford swap expires in February 2032 and the Dumont swap expires in August 2028, in each case concurrent with the maturity of the respective mortgages.  All of the aforementioned derivatives contracts are adjusted to fair market value at each reporting period.  We have concluded that all of the aforementioned derivatives contracts are effective cash flow hedges as defined in ASC Topic 815.  We are required to evaluate the effectiveness at inception and at each reporting date.  As a result of the aforementioned derivatives contracts being effective cash flow hedges all changes in fair market value are recorded directly to stockholders equity in accumulated comprehensive income and have no effect on our earnings.

Under existing guidance, the publication of the LIBOR reference rate was to be discontinued beginning on or around the end of 2021.  However, the ICE Benchmark Administration, in its capacity as administrator of USD LIBOR, has announced that it intends to extend publication of USD LIBOR (other than one-week and two-month tenors) by 18 months to June 2023.  Notwithstanding this possible extension, a joint statement by key regulatory authorities calls on banks to cease entering into new contracts that use USD LIBOR as a reference rate by no later than December 31, 2021.  However, the ICE Benchmark Administration, in its capacity as administrator of USD LIBOR, subsequently announced that it extended publication of USD LIBOR (other than one-week and two-month tenors) by 18 months to June 2023.  In August and December 2022, we amended six mortgages and their related interest rate swap agreements to include market standard provisions for determining the benchmark replacement rate for LIBOR in the form of SOFR.   We are in the process of working with the lenders and counterparties to amend the remaining promissory notes and swap contracts that reference LIBOR. We have good working relationships with all of our lenders/counterparties, and expect that the replacement reference rate under the amended notes will continue to match the replacement rates in the swaps.  Therefore, we believe there would be no material effect on our financial position or results of operations.  See “We may be adversely affected by changes in LIBOR reporting practices, the method in which LIBOR is determined or the use of alternative reference rates” under Item 1A of our annual report on Form 10-K for more information.

At October 31, 2022, we had $30.5 million outstanding on our Facility, which bears interest at LIBOR plus 1.45%.  If interest rates were to rise 1%, our interest expense as a result of the variable rate would increase by any amount outstanding multiplied by 1% per annum.

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, 2022 (amounts in thousands, except weighted average interest rate):

	For the Fiscal Year Ended October 31,
	2023		2024			2025			2026			2027			Thereafter			Total			Estimated Fair Value
Mortgage notes payable and other loans	$	7,612	$	26,449		$	87,483		$	12,940		$	43,333		$	124,499		$	302,316		$	277,574
Weighted average interest rate for debt maturing		n/a		4.15	%		3.93	%		3.53	%		3.50	%		3.85	%		3.83	%

34

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 8 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, 2022 and 2021.

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 2022, 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.

35

(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, 2022. 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, 2022.  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.

36

(b) Report of Independent Registered Public Accounting Firm

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

Opinion on Internal Control over Financial Reporting

We have audited Urstadt Biddle Properties Inc.’s (the “Company”) internal control over financial reporting as of October 31, 2022, based on criteria established in Internal Control–Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 31, 2022, based on criteria established in Internal Control–Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of October 31, 2022 and 2021, 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, 2022, and our report dated January 12, 2023, expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

Definition and Limitations of Internal Control over Financial Reporting

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

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

/s/ PKF O'Connor Davies, LLP

New York, New York

January 12, 2023

37

Item 9B.  Other Information.

None

38

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable

39

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 22, 2023 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”, “Certain Relationships and Related Party Transactions”, “Corporate Governance and Board Matters”, “Delinquent Section 16(a) Reports” 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 22, 2023 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 22, 2023 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 22, 2023 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—Board Independence”, “Certain Relationships and Related Party Transactions” and other information included in the Proxy Statement and is incorporated herein by reference.

Item 14.  Principal Accounting Fees and Services

Our independent registered public accounting firm is PKF O'Connor Davies, LLP, New York, New York, Auditor Firm ID: 127.

The Company will file its definitive Proxy Statement for its Annual Meeting of Stockholders to be held on March 22, 2023 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.

40

PART IV

Item 15.  Exhibits and Financial Statement Schedule

A. Index to Financial Statements and Financial Statement Schedule

1. Financial Statements

The consolidated financial statements listed in the accompanying index to financial statements on Page 42 are filed as part of this Annual Report.

2. Financial Statement Schedule --

The financial statement schedule required by this Item is filed with this report and are listed in the accompanying index to financial statements on Page 42.  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	(a) Amended Articles of Incorporation of the Company dated December 30, 1996 (incorporated by reference to Exhibit 3.1(a) of the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2013 (SEC File No. 001-12803)).
	(b) Articles Supplementary of the Company dated March 12, 1997, classifying the Company's Series A Participating Preferred Shares (incorporated by reference to Exhibit 3.1(b) of the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2013 (SEC File No. 001-12803)).
	(c) Articles of Amendment with Name Change dated March 11, 1998 to the Company's Amended Articles of Incorporation (incorporated by reference to Exhibit 3.1(c) of the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2013 (SEC File No. 001-12803)).
	(d) Articles Supplementary of the Company dated June 16, 1998, classifying the Company's Class A Common Stock (incorporated by reference to Exhibit 3.1(d) of the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2013 (SEC File No. 001-12803)).
	(e) Articles Supplementary of the Company dated April 7, 2005, classifying the Company's Series D Senior Cumulative Preferred Stock (incorporated by reference to Exhibit 3.1(e) of the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2013 (SEC File No. 001-12803)).
	(f) Certificate of Correction dated April 29, 2005 to the Articles Supplementary of the Company dated April 7, 2005 (incorporated by reference to Exhibit 3.1(f) of the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2013 (SEC File No. 001-12803)).
	(g) Articles Supplementary of the Company dated April 29, 2005, classifying 850,000 additional shares of the Company's Series D Senior Cumulative Preferred Stock (incorporated by reference to Exhibit 3.1(g) of the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2013 (SEC File No. 001-12803)).
	(h) Articles Supplementary of the Company dated June 3, 2005, classifying 450,000 additional shares of the Company's Series D Senior Cumulative Preferred Stock (incorporated by reference to Exhibit 3.1(h) of the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2013 (SEC File No. 001-12803)).
	(i) Articles Supplementary of the Company dated October 22, 2012, classifying the Company's Series F Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1(i) of the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2013 (SEC File No. 001-12803)).
	(j) Articles of Amendment dated March 21, 2013 to the Company's Amended Articles of Incorporation (incorporated by reference to Exhibit 3.1(j) of the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2013 (SEC File No. 001-12803)).
	(k) Articles Supplementary of the Company dated October 23, 2014, classifying the Company's Series G Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed on October 27, 2014 (SEC File No. 001-12803)).
	(l) Articles Supplementary of the Company dated December 12, 2014, reclassifying several series of the Company's preferred stock (incorporated by reference to Exhibit 99.2 of the Company's Current Report on Form 8-K filed on December 16, 2014 (SEC File No. 001-12803)).
	(m) Articles Supplementary of the Company dated September 13, 2017, classifying the Company's 6.250% Series H Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1(m)) of the Company's Registration Statement on Form 8-A filed on September 15, 2017 (SEC File No. 001-12803).
	(n)  Articles Supplementary of the Company, dated August 13, 2018, classifying the Company’s Series I Participating Preferred Shares (incorporated by reference to Exhibit 3.1(a) of the Company’s Current Report on Form 8-K filed on August 13, 2018 (SEC File No. 001-12803)).
	(o)  Articles Supplementary of the Company, dated August 13, 2018, classifying the Company’s Series J Participating Preferred Shares (incorporated by reference to Exhibit 3.1(b) of the Company’s Current Report on Form 8-K filed on August 13, 2018 (SEC File No. 001-12803)).
	(p)  Articles Supplementary of the Company, dated September 27, 2019, classifying the Company’s 5.875% Series K Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1(p) of the Company’s Registration Statement on Form 8-A filed on September 27, 2019 (SEC File No. 001-12803)).
3.2	Second Amended and Restated Bylaws of the Company as of December 14, 2022 (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed on December 19, 2022 (SEC File No. 001-12803)).
4.1	Common Stock:  See Exhibits 3.1 (a)-(p) hereto.
4.2	Rights Agreement between the Company and Computershare Inc., as Rights Agent, dated as of August 13, 2018 (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed on August 13, 2018 (SEC File No. 001-12803)).
4.3	Series H Preferred Shares:  See Exhibits 3.1 (a)-(p) hereto.
4.4	Series I Preferred Shares:  See Exhibits 3.1 (a)-(p) hereto.
4.5	Series J Preferred Shares:  See Exhibits 3.1 (a)-(p) hereto.
4.6	Series K Preferred Shares:  See Exhibits 3.1 (a)-(p) hereto.
4.7	Description of Registrant’s Securities.*
10.1	Amended and Restated Restricted Stock Award Plan as approved by the Company's stockholders on March 24, 2016 (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2016 (SEC File No. 001-12803)).#
10.2	First Amendment to Amended and Restated Restricted Stock Award Plan as approved by the Company’s stockholders on March 21, 2019 (incorporated by reference to Exhibit 4.2 of the Company’s Registration Statement on Form S-8 filed on March 28, 2019 (SEC File No. 333-230571). #
10.3	Form of Restricted Stock Award Agreement with Restricted Stock Plan Participants (Non-Director Employees) (incorporated by reference to Exhibit 10.2 of the Company's Annual Report on Form 10-K for the year ended October 31, 2017 (SEC File No. 001-12803)).#
10.4	Form of Restricted Stock Award Agreement with Restricted Stock Plan Participants (Employee Director) (incorporated by reference to Exhibit 10.3 of the Company's Annual Report on Form 10-K for the year ended October 31, 2017 (SEC File No. 001-12803)). #
10.5	Forms of Restricted Stock Award Agreements with Restricted Stock Plan Participants (Non-Employee Director)(incorporated by reference to Exhibit 10.4 of the Company's Annual Report on Form 10-K for the year ended October 31, 2017 (SEC File No. 001-12803)). #
10.6	Amended and Restated Dividend Reinvestment and Share Purchase Plan (incorporated herein by reference to the Company's Registration Statement on Form S-3 filed on March 31, 2010 (SEC File No. 333-64381)).
10.7	Amended and Restated Excess Benefit and Deferred Compensation Plan dated December 10, 2008 (incorporated by reference to Exhibit 99.1 of the Company's Current Report on Form 8-K filed on December 15, 2008 (SEC File No. 001-12803)).#
10.8	Form of Amended and Restated Change of Control Agreements between Company and Officers (incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q filed on March 11, 2022 (SEC File No. 001-12803)). #
10.9	For of Indemnification Agreement between Company and Directors and Officers (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed on March 11, 2022 (SEC File No. 001-12803)).#
10.10	Amended and Restated Credit Agreement, dated as of March 30, 2021, by and among the Company, The Bank of New York Mellon, as Administrative Agent, and Wells Fargo Bank, N.A. and Bank of Montreal as Co-Syndication Agents and the Lenders named therein (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on April 1, 2021 (SEC File No. 001-12803)).
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.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

^# Management contract, compensation plan arrangement.

* Filed herewith.

** Furnished herewith.

41

URSTADT BIDDLE PROPERTIES INC.

INDEX TO FINANCIAL STATEMENTS AND

FINANCIAL STATEMENT SCHEDULE

Item 15.		Page
	Consolidated Balance Sheets at October 31, 2022 and 2021	43
	Consolidated Statements of Income for each of the three years in the period ended October 31, 2022	44
	Consolidated Statements of Comprehensive Income for each of the three years in the period ended October 31, 2022	45
	Consolidated Statements of Cash Flows for each of the three years in the period ended October 31, 2022	46
	Consolidated Statements of Stockholders' Equity for each of the three years in the period ended October 31, 2022	47
	Notes to Consolidated Financial Statements	48
	Report of Independent Registered Public Accounting Firm	64
Schedule
III	Real Estate and Accumulated Depreciation - October 31, 2022	66

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.

42

URSTADT BIDDLE PROPERTIES INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

	October 31, 2022			October 31, 2021
ASSETS
Real Estate Investments:
Real Estate – at cost	$	1,190,356		$	1,148,382
Less: Accumulated depreciation		(303,488	)		(278,605	)
		886,868			869,777
Investments in and advances to unconsolidated joint ventures		29,586			29,027
		916,454			898,804
Cash and cash equivalents		14,966			24,057
Tenant receivables		22,889			23,806
Prepaid expenses and other assets		34,559			19,175
Deferred charges, net of accumulated amortization		8,458			8,010
Total Assets	$	997,326		$	973,852
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Revolving credit lines	$	30,500		$	-
Mortgage notes payable and other loans		302,316			296,449
Accounts payable and accrued expenses		5,399			11,443
Deferred compensation – officers		54			62
Other liabilities		23,205			22,599
Total Liabilities		361,474			330,553
Redeemable Noncontrolling Interests		61,550			67,395
Commitments and Contingencies
Stockholders' Equity:
6.25% Series H Cumulative Preferred Stock (liquidation preference of $25 per share); 4,600,000 shares issued and outstanding		115,000			115,000
5.875% Series K Cumulative Preferred Stock (liquidation preference of $25 per share) 4,400,000  shares issued and outstanding		110,000			110,000
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; 10,247,072 and 10,153,689 shares issued and outstanding		104			103
Class A Common Stock, par value $0.01 per share; 100,000,000 shares authorized; 28,963,433 and 30,073,807 shares issued and outstanding		290			301
Additional paid in capital		511,471			528,713
Cumulative distributions in excess of net income		(179,754	)		(170,493	)
Accumulated other comprehensive income (loss)		17,191			(7,720	)
Total Stockholders' Equity		574,302			575,904
Total Liabilities and Stockholders' Equity	$	997,326		$	973,852

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

43

URSTADT BIDDLE PROPERTIES INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

	Year Ended October 31,
	2022			2021			2020
Revenues
Lease income	$	137,660		$	130,364		$	120,941
Lease termination		721			967			705
Other		4,722			4,250			5,099
Total Revenues		143,103			135,581			126,745
Expenses
Property operating		25,124			22,938			19,542
Property taxes		23,700			23,674			23,464
Depreciation and amortization		29,799			29,032			29,187
General and administrative		9,934			8,985			10,643
Directors' fees and expenses		500			355			373
Total Operating Expenses		89,057			84,984			83,209
Operating Income		54,046			50,597			43,536
Non-Operating Income (Expense):
Interest expense		(13,175	)		(13,087	)		(13,508	)
Equity in net income from unconsolidated joint ventures		1,397			1,323			1,433
Gain on sale of marketable securities		-			-			258
Interest, dividends and other investment income		239			231			398
Gain (loss) on sale of properties		767			11,864			(6,047	)
Net Income		43,274			50,928			26,070
Noncontrolling interests:
Net income attributable to noncontrolling interests		(3,570	)		(3,645	)		(3,887	)
Net income attributable to Urstadt Biddle Properties Inc.		39,704			47,283			22,183
Preferred stock dividends		(13,650	)		(13,650	)		(13,650	)
Net Income Applicable to Common and Class A Common Stockholders	$	26,054		$	33,633		$	8,533
Basic Earnings Per Share:
Per Common Share	$	0.62		$	0.80		$	0.20
Per Class A Common Share	$	0.69		$	0.89		$	0.23
Diluted Earnings Per Share:
Per Common Share	$	0.61		$	0.79		$	0.20
Per Class A Common Share	$	0.68		$	0.88		$	0.22

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

44

URSTADT BIDDLE PROPERTIES INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

	Year Ended October 31,
	2022			2021			2020
Net Income	$	43,274		$	50,928		$	26,070
Other comprehensive income:
Change in unrealized gain (loss) on interest rate swaps		22,077			7,080			(6,546	)
Change in unrealized gain (loss) on interest rate swaps-equity investees		2,834			906			(710	)
Total comprehensive income		68,185			58,914			18,814
Comprehensive income attributable to noncontrolling interests		(3,570	)		(3,645	)		(3,887	)
Total comprehensive income attributable to Urstadt Biddle Properties Inc.		64,615			55,269			14,927
Preferred stock dividends		(13,650	)		(13,650	)		(13,650	)
Total comprehensive income applicable to Common and Class A Stockholders	$	50,965		$	41,619		$	1,277

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

45

URSTADT BIDDLE PROPERTIES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Year Ended October 31,
	2022			2021			2020
Cash Flows from Operating Activities:
Net income	$	43,274		$	50,928		$	26,070
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization		29,799			29,032			29,187
Straight-line rent adjustment		(241	)		2,396			(2,641	)
Provisions for tenant credit losses		23			3,540			6,244
(Gain) on sale of marketable securities		-			-			(258	)
Restricted stock compensation expense and other adjustments		3,677			3,909			5,448
Deferred compensation arrangement		(7	)		41			(33	)
(Gain) loss on sale of properties		(767	)		(11,864	)		6,047
Equity in net (income) of unconsolidated joint ventures		(1,397	)		(1,323	)		(1,433	)
Distributions of operating income from unconsolidated joint ventures		1,397			1,323			1,433
Changes in operating assets and liabilities:
Tenant receivables		1,135			(3,796	)		(6,715	)
Accounts payable and accrued expenses		691			1,006			609
Other assets and other liabilities, net		167			(1,523	)		(2,075	)
Net Cash Flow Provided by Operating Activities		77,751			73,669			61,883
Cash Flows from Investing Activities:
Acquisitions of real estate investments		(35,671	)		-			-
Deposits on acquisition of real estate investments		-			(10	)		(1,030	)
Return of deposits on real estate investments		-			500			530
Improvements to properties and deferred charges		(15,572	)		(15,463	)		(22,336	)
Net proceeds from sale of properties		4,399			16,707			3,732
Purchases of securities available for sale		-			(955	)		(6,983	)
Proceeds from the sale of available for sale securities		-			-			7,240
Investment in note receivable		409			(1,738	)		-
Return of capital from unconsolidated joint ventures		2,203			514			27
Net Cash Flow (Used in) Investing Activities		(44,232	)		(445	)		(18,820	)
Cash Flows from Financing Activities:
Dividends paid -- Common and Class A Common Stock		(37,263	)		(29,025	)		(30,018	)
Dividends paid -- Preferred Stock		(13,650	)		(13,650	)		(14,188	)
Amortization payments on mortgage notes payable		(7,389	)		(6,888	)		(7,089	)
Proceeds from mortgage note payable and other loans		46,000			39,238			-
Repayment of mortgage notes payable and other loans		(32,412	)		(34,645	)		-
Proceeds from revolving credit line borrowings		40,500			-			35,000
Sales of additional shares of Common and Class A Common Stock		197			148			149
Repayments on revolving credit line borrowings		(10,000	)		(35,000	)		-
Acquisitions of noncontrolling interests		(3,897	)		(5,126	)		(758	)
Distributions to noncontrolling interests		(3,570	)		(3,645	)		(3,887	)
Repurchase of shares of Class A Common Stock		(20,536	)		(1,049	)		-
Payment of taxes on shares withheld for employee taxes		(590	)		(320	)		(573	)
Net proceeds from issuance of Preferred Stock		-			-			17
Redemption of preferred stock		-			-			(75,000	)
Net Cash Flow (Used in) Financing Activities		(42,610	)		(89,962	)		(96,347	)
Net Increase/(Decrease) In Cash and Cash Equivalents		(9,091	)		(16,738	)		(53,284	)
Cash and Cash Equivalents at Beginning of Year		24,057			40,795			94,079
Cash and Cash Equivalents at End of Year	$	14,966		$	24,057		$	40,795

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

46

URSTADT BIDDLE PROPERTIES INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands, except shares and per share data)

	6.25% Series H Preferred Stock Issued		6.25% Series H Preferred Stock Amount		5.875% Series K Preferred Stock Issued		5.875% Series K 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, 2019		4,600,000	$	115,000		4,400,000	$	110,000		9,963,751		$	101		29,893,241		$	299		$	520,988		$	(158,213	)	$	(8,451	)	$	579,724
Net income applicable to Common and Class A common stockholders		-		-		-		-		-			-		-			-			-			8,533			-			8,533
Change in unrealized (loss) on interest rate swap		-		-		-		-		-			-		-			-			-			-			(7,256	)		(7,256	)
Cash dividends paid :
Common stock ($0.6875 per share)		-		-		-		-		-			-		-			-			-			(6,923	)		-			(6,923	)
Class A common stock ($0.77 per share)		-		-		-		-		-			-		-			-			-			(23,095	)		-			(23,095	)
Issuance of shares under dividend reinvestment plan		-		-		-		-		4,451			-		6,837			-			149			-			-			149
Shares issued under restricted stock plan		-		-		-		-		105,450			1		120,800			1			(2	)		-			-			-
Shares withheld for employee taxes		-		-		-		-		-			-		(23,873	)		-			(573	)		-			-			(573	)
Forfeiture of restricted stock		-		-		-		-		-			-		(700	)		-			-			-			-			-
Restricted stock compensation and other adjustment		-		-		-		-		-			-		-			-			5,465			-			-			5,465
Adjustments to redeemable noncontrolling interests		-		-		-		-		-			-		-			-			-			15,047			-			15,047
Balances - October 31, 2020		4,600,000		115,000		4,400,000		110,000		10,073,652			102		29,996,305			300			526,027			(164,651	)		(15,707	)		571,071
Net income applicable to Common and Class A common stockholders		-		-		-		-		-			-		-			-			-			33,633			-			33,633
Change in unrealized gain (loss) on interest rate swap		-		-		-		-		-			-		-			-			-			-			7,987			7,987
Cash dividends paid :
Common stock ($0.664 per share)		-		-		-		-		-			-		-			-			-			(6,756	)		-			(6,756	)
Class A common stock ($0.74 per share)		-		-		-		-		-			-		-			-			-			(22,269	)		-			(22,269	)
Issuance of shares under dividend reinvestment plan		-		-		-		-		3,341			-		5,355			-			148			-			-			148
Shares issued under restricted stock plan		-		-		-		-		105,850			1		125,800			1			(2	)		-			-			-
Shares withheld for employee taxes		-		-		-		-		-			-		(23,249	)		-			(319	)		-			-			(319	)
Forfeiture of restricted stock		-		-		-		-		-			-		(1,250	)		-			-			-			-			-
Repurchase of Common and Class A Common stock		-		-		-		-		(29,154	)		-		(29,154	)		-			(1,049	)		-			-			(1,049	)
Restricted stock compensation and other adjustment		-		-		-		-		-			-		-			-			3,908			-			-			3,908
Adjustments to redeemable noncontrolling interests		-		-		-		-		-			-		-			-			-			(10,450	)		-			(10,450	)
Balances - October 31, 2021		4,600,000		115,000		4,400,000		110,000		10,153,689			103		30,073,807			301			528,713			(170,493	)		(7,720	)		575,904
Net income applicable to Common and Class A common stockholders		-		-		-		-		-			-		-			-			-			26,054			-			26,054
Change in unrealized gains on interest rate swap		-		-		-		-		-			-		-			-			-			-			24,911			24,911
Cash dividends paid :
Common stock ($0.858 per share)		-		-		-		-		-			-		-			-			-			(8,805	)		-			(8,805	)
Class A common stock ($0.95 per share)		-		-		-		-		-			-		-			-			-			(28,458	)		-			(28,458	)
Issuance of shares under dividend reinvestment plan		-		-		-		-		3,600			-		7,538			-			197			-			-			197
Shares issued under restricted stock plan		-		-		-		-		109,500			1		149,000			1			(2	)		-			-			-
Shares withheld for employee taxes		-		-		-		-		-			-		(27,680	)		-			(590	)		-			-			(590	)
Forfeiture of restricted stock		-		-		-		-		-			-		(36,300	)		-			-			-			-			-
Repurchase of Common and Class A Common stock		-		-		-		-		(19,717	)		-		(1,202,932	)		(12	)		(20,524	)		-			-			(20,536	)
Restricted stock compensation and other adjustments		-		-		-		-		-			-		-			-			3,677			-			-			3,677
Adjustments to redeemable noncontrolling interests		-		-		-		-		-			-		-			-			-			1,948			-			1,948
Balances - October 31, 2022		4,600,000	$	115,000		4,400,000	$	110,000		10,247,072		$	104		28,963,433		$	290		$	511,471		$	(179,754	)	$	17,191		$	574,302

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

47

URSTADT BIDDLE PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2022

(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, 2022, the Company owned or had equity interests in 77 properties containing a total of 5.3 million square feet of gross leasable area ("GLA").

COVID-19 Pandemic

On March 11, 2020, the novel coronavirus disease (“COVID-19”) was declared a pandemic (“COVID-19 pandemic”) by the World Health Organization as the disease spread throughout the world.  During March 2020, measures to prevent the spread of COVID-19 were initiated, with federal, state and local government agencies issuing regulatory orders enforcing social distancing and limiting certain business operations and group gatherings in order to further prevent the spread of COVID-19.  While these regulatory orders vary by state and have changed over time, as of October 31, 2022 most of our tenants’ businesses are operating normally. We have seen foot traffic, retail activity and general business conditions for most of our tenants essentially return to pre-pandemic levels. The pandemic is still ongoing, however, with existing and new variants making the situation difficult to predict.

Principles of Consolidation and Use of Estimates

The accompanying consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and joint ventures in which the Company meets certain criteria of a sole general partner in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 810, "Consolidation." The Company has determined that such joint ventures should be consolidated into the consolidated financial statements of the Company. In accordance with ASC Topic 970-323, "Real Estate-General-Equity Method and Joint Ventures;" joint ventures that the Company does not control but otherwise exercises significant influence in, are accounted for under the equity method of accounting. See Note 6 for further discussion of the unconsolidated joint ventures. All significant intercompany transactions and balances have been eliminated in consolidation.

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

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 2022 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, 2022.  As of October 31, 2022, the fiscal tax years 2018 through and including 2021 remain open to examination by the Internal Revenue Service.  There are currently no federal tax examinations in progress.

Acquisitions of Real Estate Investments and Capitalization Policy

Acquisition of Real Estate Investments:

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

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

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

An acquired process is considered substantive if:

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

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

• The process is considered unique or scarce.

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

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

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

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

Capitalization Policy:

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

Depreciation and Amortization

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

48

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 2022, the Company sold its free-standing restaurant property located in Unionville, CT (the "Unionville Property") to an unrelated third party for a sale price of $950,000, as that property no longer met the Company's investment objectives.  In accordance with ASC Topic 606, "Contracts with Customers," and ASC Topic 610-20 "Gains and Losses from the Derecognition of Nonfinancial Assets," the Company recorded a gain on sale in the amount of $204,000, which gain is included in continuing operations in its consolidated income statements for the year ended October 31, 2022, when the Company's performance obligation was met, the transfer of the property's title to the buyer and when consideration was received from the buyer for that performance obligation.

In February 2022, the Company sold its free-standing restaurant property located in Bloomfield, NJ (the "Bloomfield Property") to an unrelated third party for a sale price of $1.8 million, as that property no longer met the Company's investment objectives.  In accordance with ASC Topic 606, "Contracts with Customers," and ASC Topic 610-20 "Gains and Losses from the Derecognition of Nonfinancial Assets," the Company recorded a gain on sale in the amount of $544,000, which gain is included in continuing operations in its consolidated income statements for the year ended October 31, 2022, when the Company's performance obligation was met, the transfer of the property's title to the buyer and when consideration was received from the buyer for that performance obligation.

In September 2021, the Company entered into a purchase and sale agreement to sell its property located in Chester, NJ (the "Chester Property"), to an unrelated third party for a sale price of $1.96 million as that property no longer met its investment objectives.  In accordance with ASC Topic 360-10-45, the property met all the criteria to be classified as held for sale in the fourth quarter of fiscal 2021, and accordingly the Company recorded a loss on property held for sale of $342,000, which loss was included in continuing operations in the consolidated statement of income for the year ended October 31, 2021. The amount of the loss represented the net carrying amount of the property over the fair value of the asset less estimated cost to sell.  The net book value of the Chester Property was insignificant to financial statement presentation and as a result the Company did not include the asset as held for sale on its consolidated balance sheet at October 31, 2021.  In December 2021, the Chester Property sale was completed and the Company realized an additional loss on sale of property of $7,000, which loss will be included in continuing operations in the consolidated statement of income for the year ended October 31, 2022.

In June 2021, the Company sold its property located in Newington, NH (the "Newington Property") to an unrelated third party for a sale price of $13.4 million as that property no longer met the Company's investment objectives.  In accordance with ASC Topic 606, "Contracts with Customers," and ASC Topic 610-20 "Gains and Losses from the Derecognition of Nonfinancial Assets," the Company recorded a gain on sale in the amount of $11.8 million, which gain is included in continuing operations in its consolidated income statements for the year ended October 31, 2021, when the Company's performance obligation was met, the transfer of the property's title to the buyer and when consideration was received from the buyer for that performance obligation.

In March 2021, the Company sold its property located in Hillsdale, NJ (the "Hillsdale Property") to an unrelated third party for a sale price of $1.3 million, as that property no longer met the Company's investment objectives.  In accordance with ASC Topic 606, "Contracts with Customers," and ASC Topic 610-20 "Gains and Losses from the Derecognition of Nonfinancial Assets," the Company recorded a gain on sale in the amount of $435,000, which gain is included in continuing operations in its consolidated income statements for the year ended October 31, 2021, when the Company's performance obligation was met, the transfer of the property's title to the buyer and when consideration was received from the buyer for that performance obligation.

In January 2020, the Company entered into a purchase and sale agreement, subject to certain conditions, to sell a 29,000 square foot portion of its property located in Pompton Lakes, NJ (the "Pompton Lakes Property") to an unrelated third party for a sale price of $2.8 million.  In accordance with ASC Topic 360-10-45, that portion of the property met all the criteria to be classified as held for sale in September of fiscal 2020, and accordingly the Company recorded a loss on property held for sale of $5.7 million, which loss was included in continuing operations in the consolidated statement of income for the year ended October 31, 2020. The amount of the loss represented the net carrying amount of that portion of the property over the fair value of that portion of the asset less estimated cost to sell.  In December 2020, the sale of that portion of the property was completed.

In January 2020, the Company sold for $1.3 million its retail property located in Carmel, NY (the "Carmel Property"), as that property no longer met the Company's investment objectives.  In conjunction with the sale, the Company realized a loss on sale of the Carmel property in the amount of $242,000, which loss is included in continuing operations in the consolidated statement of income for the year ended October 31, 2020.

The combined operating results of the Unionville Property, the Bloomfield Property, the Chester Property, the Newington Property, the Hillsdale Property, the Carmel Property and the sold portion of the Pompton Lakes property, which are included in continuing operations, were as follows (amounts in thousands):

	Year Ended October 31,
	2022			2021			2020
Revenues	$	54		$	1,125		$	2,024
Property operating expense		(26	)		(456	)		(573	)
Depreciation and amortization		(14	)		(132	)		(528	)
Net Income	$	14		$	537		$	923

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 $5,316,000 and $4,994,000 as of October 31, 2022 and 2021, 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.  As of October 31, 2022, management does not believe that the value of any of its real estate investments is impaired.

49

Lease Income, Revenue Recognition and Tenant Receivables

Lease Income:

The Company accounts for lease income in accordance with ASC Topic 842, "Leases."

The Company's existing leases are generally classified as operating leases. However, certain longer-term leases (both lessee and lessor leases) may be classified as direct financing or sales type leases, which may result in selling profit and an accelerated pattern of earnings recognition.

The Company leases space to tenants under agreements with varying terms that generally provide for fixed payments of base rent, with designated increases over the term of the lease. Some of the lease agreements contain provisions that provide for additional rents based on tenants' sales volume ("percentage rent"). Percentage rents are recognized when the tenants achieve the specified targets as defined in their lease agreements. Additionally, most all lease agreements contain provisions for reimbursement of the tenants' share of actual real estate taxes, insurance and Common Area Maintenance ("CAM") costs (collectively, "Recoverable Costs") incurred.

Lease terms generally range from 1 to 5 years for tenant spaces under 10,000 square feet (“Shop Space”) and in excess of 5 years for spaces greater than 10,000 square feet (“Anchor Spaces”). Many leases also provide the option for the tenants to extend their lease beyond the initial term of the lease. If the tenants do not exercise renewal options and the leases mature, the tenants must relinquish their space so it can be leased to a new tenant, which generally involves some level of cost to prepare the space for re-leasing. These costs are capitalized and depreciated over the shorter of the life of the subsequent lease or the life of the improvement.

CAM is a non-lease component of the lease contract under ASC Topic 842, and therefore would be accounted for under ASC Topic 606, "Revenue from Contracts with Customers," and presented separate from lease income in the accompanying consolidated statements of income, based on an allocation of the overall contract price, which is not necessarily the amount that would be billable to the tenants for CAM reimbursements per the terms of the lease contract. As the timing and pattern of providing the CAM service to the tenant is the same as the timing and pattern of the tenants' use of the underlying lease asset, the Company, in accordance with ASC Topic 842, combines CAM with the remaining lease components, along with tenants' reimbursement of real estate taxes and insurance, and recognize them together as lease income in the accompanying consolidated statements of income.

Lease income for operating leases with fixed payment terms is recognized on a straight-line basis over the expected term of the lease for all leases for which collectability is considered probable at the commencement date. At lease commencement, the Company expects that collectability is probable for all of its leases due to the Company’s credit checks on tenants and other creditworthiness analysis undertaken before entering into a new lease; therefore, income from all operating leases is initially recognized on a straight-line basis.  Lease income each period is reduced by amounts considered uncollectable on a lease-by-lease basis, with any changes in collectability assessments recognized as a current period adjustment to lease income. For operating leases in which collectability of lease income is not considered probable, lease income is recognized on a cash basis and all previously recognized uncollected lease income, including straight-line rental income, is reversed in the period in which the lease income is determined not to be probable of collection.

The Company, as a lessor, may only defer as initial direct costs the incremental costs of a tenant operating lease that would not have been incurred if the lease had not been obtained. These costs generally include third-party broker payments, which are capitalized to deferred costs in the accompanying consolidated balance sheets and amortized over the expected term of the lease to depreciation and amortization expense in the accompanying consolidated statements of income.

COVID-19 Pandemic

From the onset of COVID-19 through October 31, 2022, the Company has completed 290 lease modifications, consisting of base rent deferrals totaling $4.0 million and rent abatements totaling $4.7 million.  Through October 31, 2022, the Company has received repayment of approximately $3.7 million of the base rent deferrals.

In April 2020,  in response to the COVID-19 pandemic, the FASB staff issued guidance that it would be acceptable for entities to make an election to account for lease concessions related to the effects of the COVID-19 pandemic consistent with how those concessions would be accounted for under Topic 842, as if enforceable rights and obligations for those concessions existed (regardless of whether those enforceable rights and obligations for the concessions explicitly exist in the lease contract). Consequently, for concessions related to the effects of the COVID-19 pandemic, an entity will not have to analyze each lease contract to determine whether enforceable rights and obligations for concessions exist in the lease contract and may elect to apply or not apply the lease modification guidance in Topic 842 to those contracts.

This election is available for concessions related to the effects of the COVID-19 pandemic that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee. For example, this election is available for concessions that result in the total payments required by the modified contract being substantially the same as or less than total payments required by the original contract. The FASB staff expects that reasonable judgment will be exercised in making those determinations.

Most concessions will provide a deferral of payments with no substantive changes to the consideration in the original lease contract. A deferral affects the timing, but the amount of the consideration is substantially the same as that required by the original lease contract. The FASB staff expects that there will be multiple ways to account for those deferrals, none of which the staff believes are preferable over others. The Company has made the election not to analyze each lease contract, and believes that, based on FASB guidance, the appropriate way to account for the concessions as described above is to account for such concessions as if no changes to the lease contracts were made. Under that accounting, a lessor would increase its lease receivable (straight-line rents receivable) and would continue to recognize income during the deferral period, assuming that the collectability of the future rents under the lease contract are considered collectable.  If it is determined that the future rents of any lease contract are not collectable, the Company would treat that lease contract on a cash basis as defined in ASC Topic 842.

When collection of substantially all lease payments during the lease term is not considered probable, total lease revenue is limited to the lesser of revenue recognized under accrual accounting or cash received. Determining the probability of collection of substantially all lease payments during a lease term requires significant judgment. This determination is impacted by numerous factors, including our assessment of the tenant’s credit worthiness, economic conditions, tenant sales productivity in that location, historical experience with the tenant and tenants operating in the same industry, future prospects for the tenant and the industry in which it operates, and the length of the lease term. If leases currently classified as probable are subsequently reclassified as not probable, any outstanding lease receivables (including straight-line rent receivables) would be written-off with a corresponding decrease in lease income.

Revenue Recognition

In those instances in which the Company funds tenant improvements and the improvements are deemed to be owned by the Company, revenue recognition on operating leases 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.

Lease termination amounts are recognized in operating revenues when there is a signed termination agreement, all of the conditions of the agreement have been met, the tenant is no longer occupying the property and the termination consideration is probable of collection. Lease termination amounts are paid by tenants who want to terminate their lease obligations before the end of the contractual term of the lease by agreement with the Company. There is no way of predicting or forecasting the timing or amounts of future lease termination fees. Interest income is recognized as it is earned. Gains or losses on disposition of properties are recorded when the criteria for recognizing such gains or losses under U.S. GAAP have been met.

Percentage rent is recognized when a specific tenant’s sales breakpoint is achieved.

Tenant Receivables

During the early days of the pandemic, the actions taken by federal, state and local governments to mitigate the spread of COVID-19, initially by ordering closures of non-essential businesses and ordering residents to generally stay at home, and subsequent phased re-openings resulted in many of our tenants temporarily or even permanently closing their businesses, and for some, it has impacted their ability to pay rent.

As a result, in accordance with ASC Topic 842, we revised our collectability assumptions for many of our tenants that were most significantly impacted by COVID-19. This amount includes changes in our collectability assessments for certain tenants in our portfolio from probable to not probable, which requires that revenue recognition for those tenants be converted to cash-basis accounting, with previously uncollected billed rents reversed in the current period.  From the beginning of the COVID-19 pandemic through the end of our second quarter of fiscal 2021, we converted 89 tenants to cash-basis accounting in accordance with ASC Topic 842.

We did not convert any additional tenants to cash-basis accounting in the second half of fiscal 2021 or the fiscal year ended October 31, 2022.  As of October 31, 2022, 34 of the 89 tenants that were previously converted to cash-basis are no longer tenants in the Company's properties.  In addition, when one of the Company’s tenants is converted to cash-basis accounting in accordance with ASC Topic 842, all previously recorded straight-line rent receivables need to be reversed in the period that the tenant is converted to cash-basis revenue recognition. In the fiscal year ended October 31, 2021, the Company reversed straight-line rent revenue in the amount of $1.3 million related to tenants converted to cash-basis revenue recognition. The Company did not reverse any straight-line rent revenue in the fiscal year ended October 31, 2022, as no tenants were converted to cash-basis revenue recognition in that period.

During the fiscal years ended October 31, 2022 and 2021, we restored 10 and 13 of the original 89 tenants, respectively, to accrual-basis revenue recognition as those tenants paid all of their billed rents for six consecutive months and have no significant unpaid billings at the time of restoration to accrual basis accounting.  When a tenant is restored to accrual-basis revenue recognition, the Company records revenue on the straight-line basis.  As such, the Company restored straight-line rent revenue in the fiscal years ended October 31, 2022 and 2021 in the amounts of $57,000 and $582,000, respectively, for these tenants.

As of October 31, 2022, the Company is recording lease income on a cash basis for approximately 3.7% of our tenants in accordance with ASC Topic 842.

During the fiscal year ended October 31,  2021, we recognized collectability adjustments totaling $4.2 million. The Company did not have any significant collectability adjustments in the fiscal year ended October 31, 2022.

At October 31, 2022 and October 31, 2021, $19,895,000 and $19,670,000, respectively, have been recognized as straight-line rents receivable (representing the current cumulative rents recognized prior to when billed and collectible as provided by the terms of the leases), all of which is included in tenant receivables in the accompanying consolidated financial statements.

The Company provides an allowance for doubtful accounts against the portion of tenant receivables that is estimated to be uncollectable.  Such allowances are reviewed periodically.  At October 31, 2022 and October 31, 2021, tenant receivables in the accompanying consolidated balance sheets are shown net of allowances for doubtful accounts of $6,213,600 and $7,469,000, respectively.  Included in the aforementioned allowance for doubtful accounts is an amount for future tenant credit losses of approximately 10% of the deferred straight-line rents receivable which is estimated to be uncollectable.

50

Cash Equivalents

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

Marketable Securities

Marketable equity securities are carried at fair value based upon quoted market prices in active markets.

In March 2020, the Company purchased REIT securities in the amount of $7.0 million.  In May 2020, the Company sold all of its REIT securities for $7.3 million and realized a gain on sale of $258,000, which is included in the consolidated statement of income for the year ended October 31, 2020.

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, 2022, 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, 2022, the Company had approximately $155.7 million in secured mortgage financings subject to interest rate swaps. Such interest rate swaps converted the LIBOR or Secured Overnight Financing Rate (“SOFR”)-based variable rates on the mortgage financings to a fixed annual rate of 3.74% per annum.  As of October 31, 2022 and 2021, the Company had a deferred liability of  $0 and $6.7 million, respectively, (included in accounts payable and accrued expenses on the consolidated balance sheets) relating to the fair value of the Company’s interest rate swaps applicable to secured mortgages. As of October 31, 2022 and 2021, the Company had a deferred assets of  $15.9 million and $515,000, respectively, (included in other assets on the consolidated balance sheets) relating to the fair value of the Company’s interest rate swaps applicable to secured mortgages.

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

Comprehensive Income

Comprehensive income is comprised of net income applicable to Common and Class A Common stockholders and other comprehensive income (loss). Other comprehensive income (loss) includes items that are otherwise recorded directly in stockholders’ equity, such as unrealized gains and losses on interest rate swaps designated as cash flow hedges, including the Company's share from entities accounted for under the equity method of accounting. At October 31, 2022, accumulated other comprehensive income consisted of net unrealized gains on interest rate swap agreements of $17.2 million, inclusive of the Company's share of accumulated comprehensive income from joint ventures accounted for by the equity method of accounting.  At October 31, 2021, accumulated other comprehensive loss consisted of net unrealized losses on interest rate swap agreements of $7.7 million inclusive of the Company's share of accumulated comprehensive income/(loss) from joint ventures accounted for by the equity method of accounting. Unrealized gains and losses included in other comprehensive income/(loss) will be reclassified into earnings when 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.

51

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,
	2022			2021			2020
Numerator
Net income applicable to common stockholders – basic	$	5,790		$	7,366		$	1,849
Effect of dilutive securities:
Restricted stock awards		187			190			34
Net income applicable to common stockholders – diluted	$	5,977		$	7,556		$	1,883
Denominator
Denominator for basic EPS-weighted average common shares		9,326			9,244			9,144
Effect of dilutive securities:
Restricted stock awards		455			364			241
Denominator for diluted EPS – weighted average common equivalent shares		9,781			9,608			9,385
Numerator
Net income applicable to Class A common stockholders – basic	$	20,264		$	26,267		$	6,684
Effect of dilutive securities:
Restricted stock awards		(187	)		(190	)		(34	)
Net income applicable to Class A common stockholders – diluted	$	20,077		$	26,077		$	6,650
Denominator
Denominator for basic EPS – weighted average Class A common shares		29,481			29,576			29,506
Effect of dilutive securities:
Restricted stock awards		196			177			70
Denominator for diluted EPS – weighted average Class A common equivalent shares		29,677			29,753			29,576

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.  In certain cases as defined in the participant agreements, the vesting of stock awards can be accelerated, which will result in the Company charging to compensation expense the remaining unamortized restricted stock compensation related to those stock 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,
	2022			2021			2020
Ridgeway Revenues		10.1	%		10.4	%		11.2	%
All Other Property Revenues		89.9	%		89.6	%		88.8	%
Consolidated Revenue		100.0	%		100.0	%		100.0	%

	Year Ended October 31,
	2022			2021
Ridgeway Assets		6.5	%		6.3	%
All Other Property Assets		93.5	%		93.7	%
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, 2022, 2021 and 2020.

	Year Ended October 31,
	2022			2021			2020
Ridgeway Percent Leased		98	%		92	%		92	%

	Year Ended October 31,
Ridgeway Significant Tenants (by base rent):	2022			2021			2020
The Stop & Shop Supermarket Company		21	%		21	%		20	%
Bed, Bath & Beyond		15	%		15	%		14	%
Marshall’s Inc., a division of the TJX Companies		11	%		11	%		10	%
All Other Tenants at Ridgeway (Note 2)		53	%		53	%		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, 2022
Income Statement (In Thousands):	Ridgeway		All Other Operating Segments		Total Consolidated
Revenues	$	14,448	$	128,655	$	143,103
Operating Expenses	$	4,553	$	44,271	$	48,824
Interest Expense	$	1,603	$	11,572	$	13,175
Depreciation and Amortization	$	2,200	$	27,599	$	29,799
Income from Continuing Operations	$	6,092	$	37,182	$	43,274

	Year Ended October 31, 2021
	Ridgeway		All Other Operating Segments		Total Consolidated
Revenues	$	14,167	$	121,414	$	135,581
Operating Expenses	$	4,495	$	42,117	$	46,612
Interest Expense	$	1,632	$	11,455	$	13,087
Depreciation and Amortization	$	2,238	$	26,794	$	29,032
Income from Continuing Operations	$	5,802	$	45,126	$	50,928

	Year Ended October 31, 2020
	Ridgeway		All Other Operating Segments		Total Consolidated
Revenues	$	14,180	$	112,565	$	126,745
Operating Expenses	$	4,424	$	38,582	$	43,006
Interest Expense	$	1,673	$	11,835	$	13,508
Depreciation and Amortization	$	2,494	$	26,693	$	29,187
Income from Continuing Operations	$	5,589	$	20,481	$	26,070

Reclassification

Certain fiscal 2020 and 2021 amounts have been reclassified to conform to current period presentation.

New Accounting Standards

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848).” ASU No. 2020-04 contains practical expedients for reference rate-reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU No. 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the three months ended April 30, 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

The Company has evaluated all other new ASU's issued by FASB, and has concluded that these updates do not have a material effect on the Company's consolidated financial statements as of October 31, 2022.

52

(2) REAL ESTATE INVESTMENTS

The Company's investments in real estate, net of depreciation, were composed of the following at October 31, 2022 and 2021 (in thousands):

	Consolidated Investment Properties		Unconsolidated Joint Ventures		2022 Totals		2021 Totals
Retail	$	880,256	$	29,586	$	909,842	$	891,921
Office		6,612		-		6,612		6,883
Total	$	886,868	$	29,586	$	916,454	$	898,804

The Company's investments at October 31, 2022 consisted of equity interests in 77 properties.  The 77 properties are located 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 primary investment focus is neighborhood and community shopping centers located in the region just described. Since a significant concentration of the Company's properties are in the northeast, market changes in this region could have an effect on the Company's leasing efforts and ultimately its overall results of operations.

(3) INVESTMENT PROPERTIES

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

	October 31,
	2022			2021
Land	$	245,844		$	235,233
Buildings and improvements		944,512			913,149
		1,190,356			1,148,382
Accumulated depreciation		(303,488	)		(278,605	)
	$	886,868		$	869,777

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.

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, 2022.

Significant Investment Property Acquisition Transactions

In February 2022, the Company purchased Shelton Square shopping center, and in July 2022 exercised an option to purchase a pad site adjacent to the shopping center (collectively, "Shelton"), for an aggregate of $36 million (exclusive of closing costs).  Shelton is a 188,000 square foot grocery-anchored shopping center located in Shelton, CT. The Company funded the purchase with available cash, borrowings on our unsecured revolving credit facility (the "Facility") and proceeds from mortgage borrowings.

The Company accounted for the purchase of Shelton as an asset acquisition and allocated the total consideration transferred for the acquisition, including transaction costs, to the individual assets and liabilities acquired on a relative fair value basis.

53

The financial information set forth below summarizes the Company’s purchase price allocation of the cash consideration paid on a relative fair value basis (Level 3 of the fair value hierarchy) for Shelton during the year ended October 31, 2022 (in thousands).

	Shelton
Assets:
Land	$	11,484
Building and improvements	$	21,803
In-place leases	$	2,285
Above market leases	$	1,179
Liabilities:
In-place leases	$	-
Below market leases	$	1,081

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 are amortized as an expense over the terms of the respective leases.

For the fiscal year ended October 31, 2022,  2021 and 2020, the net amortization of above-market and below-market leases was approximately $972,000, $570,000 and $706,000, respectively, which is included in base rents in the accompanying consolidated statements of income.

In Fiscal 2022, the Company incurred costs of approximately $15.6 million related to capital improvements and leasing costs to its properties.

54

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

At October 31, 2022, the Company has mortgage notes payable and other loans that are due in installments over various periods to fiscal 2037.  The mortgage loans bear interest at rates ranging from 3.1% to 5.6% and are collateralized by real estate investments having a net carrying value of approximately $491.5 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
2023	$	-	$	7,612	$	7,612
2024		18,711		7,738		26,449
2025		82,277		5,206		87,483
2026		7,751		5,189		12,940
2027		39,104		4,229		43,333
Thereafter		113,440		11,059		124,499
	$	261,283	$	41,033	$	302,316

The Company has a $125 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 agents).  The Facility gives the Company the option, under certain conditions, to increase the Facility's borrowing capacity to $175 million (subject to lender approval).  The maturity date of the Facility is March 29, 2024, 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 the Eurodollar rate plus 1.45% to 2.20% or The Bank of New York Mellon's prime lending rate plus 0.45% to 1.20% based on consolidated total indebtedness, as defined.  The Company pays a quarterly commitment fee on the unused commitment amount of 0.15% to 0.25% based on outstanding borrowings during the year. 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, including preferred stock, and additionally require the Company to maintain certain debt coverage ratios. The Company was in compliance with such covenants at October 31, 2022. The Facility includes market standard provisions for determining the benchmark replacement rate for LIBOR.

As of October 31, 2022, $94 million was available to be drawn on the Facility.

During the fiscal year ended October 31, 2022, the Company borrowed $40.5 million on its Facility to fund capital improvements to our properties, property acquisitions and for general corporate purposes.  During the fiscal years ended October 31, 2022 and 2021, the Company re-paid $10.0 million and $35.0 million, respectively, on its Facility with available cash, and proceeds from mortgage refinancings.

In March 2022, the Company repaid with available cash its existing $3.1 million first mortgage secured by Van Houten Farms shopping center in Passaic, NJ.

In February 2022, the Company refinanced its existing $22.8 million first mortgage secured by The Dock Shopping Center in Stratford, CT.  The new mortgage has a principal balance of $35.0 million, a term of 10 years, and requires payments of principal and interest at a variable rate based on the SOFR, plus an applicable spread.  Concurrent with entering into the mortgage, the Company entered into an interest rate swap agreement with the lender as the counterparty, which converts the variable rate based on SOFR to a fixed rate of interest of 3.05% per annum.

In December 2021, the Company refinanced its existing $6.5 million first mortgage secured by the Boonton Acme shopping center located in Boonton, NJ.  The new mortgage has a principal balance of $11.0 million, a term of 10 years, and requires payments of principal and interest at a fixed rate of 3.45%.

In October 2021, the Company refinanced its existing $16.4 million first mortgage secured by Village Shopping Center in New Providence, NJ.  The new mortgage has a principal balance of $21.0 million, has a term of 10 years, and requires payments of principal and interest at a fixed rate of 3.50%

Interest paid in the years ended October 31, 2022, 2021 and 2020 was approximately $12.6 million, $13.0 million and $13.3 million, respectively.

55

(5) CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS

The Company has an investment in four joint ventures, 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 ("High Ridge"), which owns three commercial real estate properties.  The Company has evaluated its investment in these four 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:

Orangeburg

The Company, through a wholly-owned subsidiary, is the managing member and owns a 43.8% interest in Orangeburg, which owns a drug store-anchored shopping center. The other member (non-managing) of Orangeburg is the prior owner of the contributed property who, in exchange for contributing the net assets of the property, received units of Orangeburg equal to the value of the contributed property less the value of the assigned first mortgage payable. The Orangeburg operating agreement provides for the non-managing member to receive an annual cash distribution equal to the regular quarterly cash distribution declared by the Company for one share of the Company’s Class A Common stock, which amount is attributable to each unit of Orangeburg ownership. The annual cash distribution is paid from available cash, as defined, of Orangeburg. The balance of available cash, if any, is fully distributable to the Company. Upon liquidation, proceeds from the sale of Orangeburg assets are to be distributed in accordance with the operating agreement. The non-managing member is not obligated to make any additional capital contributions to the partnership. Orangeburg has a defined termination date of December 31, 2097.  Since purchasing this property, the Company has made additional investments in the amount of $6.8 million in Orangeburg and as a result as of October 31, 2022 its ownership percentage has increased to 43.8% from approximately 2.92% at inception.

McLean

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.

High Ridge

The Company is the managing member and owns a 29.2% interest in High Ridge.  The Company's initial investment was $5.5 million, and the Company has purchased additional interests totaling $11.1 million and contributed $1.5 million in additional equity to the venture through October 31, 2022.  High Ridge, either directly or through a wholly-owned subsidiary, owns three commercial real estate properties, High Ridge Shopping Center ("High Ridge Center"), a grocery-anchored shopping center, and two single tenant commercial retail properties, one leased to JP Morgan Chase and one leased to CVS.  Two properties are located in Stamford, CT and one property is located in Greenwich, CT.  High Ridge Center is a shopping center anchored by a Trader Joe's grocery store.  The properties were contributed to the new entities by the former owners who received units of ownership of High Ridge equal to the value of properties contributed less liabilities assumed.  The High Ridge operating agreement provides for the non-managing members to receive an annual cash distribution, currently equal to 5.22% of their invested capital.

Dumont

The Company is the managing member and owns a 37.8% interest in Dumont. The Company's initial investment was $3.9 million, and the Company has purchased additional interests totaling $798,000 through October 31, 2022.  Dumont owns a retail and residential real estate property, which retail portion is anchored by a Stop & Shop grocery store.  The property is located in Dumont, NJ.  The property was contributed to the new entity by the former owners who received units of ownership of Dumont equal to the value of contributed property less liabilities assumed.   The Dumont operating agreement provides for the non-managing members to receive an annual cash distribution, currently equal to 5.03% of their invested capital.

New City

In March 2022, the Company redeemed the remaining noncontrolling interests in New City for $502,000. After the redemption, the Company's ownership of New City increased from 84.3% to 100%. New City owns a single tenant retail real estate property located in New City, NY, which is leased to a savings bank.  In addition, New City rents certain parking spaces on the property to the owner of an adjacent grocery-anchored shopping center.

Noncontrolling interests:

The Company accounts for noncontrolling interests in accordance with ASC Topic 810, “Consolidation.” Because the limited partners or noncontrolling members in Orangeburg, McLean, 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 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, 2022 and 2021, the Company increased/(decreased) the carrying value of the non-controlling interests by $(1.9) million and $10.5 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,
	2022			2021
Beginning Balance	$	67,395		$	62,071
Partial Redemption of High Ridge Noncontrolling Interest		(2,681	)		(5,126	)
Redemption of New City Noncontrolling Interest		(502	)		-
Partial Redemption of Dumont Noncontrolling Interest		(168	)		-
Redemption of UB Rye, LLC Noncontrolling Interest		(546	)		-
Change in Redemption Value		(1,948	)		10,450
Ending Balance	$	61,550		$	67,395

56

(6) INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES

At October 31, 2022 and 2021, 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,
	2022		2021
Chestnut Ridge Shopping Center (50%)	$	11,617	$	12,188
Gateway Plaza (50%)		5,858		6,845
Putnam Plaza Shopping Center (66.67%)		4,952		3,231
Midway Shopping Center, L.P. (11.792%)		3,647		3,982
Applebee's at Riverhead (50%)		2,789		2,058
81 Pondfield Road Company (20%)		723		723
Total	$	29,586	$	29,027

Chestnut Ridge

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

Gateway Plaza and Applebee's at Riverhead

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

On July 1, 2022, Gateway refinanced its existing $10.8 million non-recourse first mortgage loan prior to the original maturity date and incurred a prepayment penalty of $220,000, which was paid to the prior lender at the date of repayment.  The new $14.0 million mortgage loan matures on July 1, 2032 and requires payments of interest only for the first 7 years at a rate equal to the SOFR plus 1.75% and then requires payments of principal and interest for the duration of the loan.  Concurrent with entering into the mortgage, Gateway entered into an interest rate swap agreement, which converts the variable rate based on SOFR to a fixed interest rate of 4.07% per annum for the term of the mortgage note.

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 $17.7 million. The mortgage requires monthly payments of principal and interest at a fixed rate of 4.81% and will mature in 2028.

Midway Shopping Center, L.P.

The Company, through a wholly-owned subsidiary, owns an 11.792% equity interest in Midway Shopping Center L.P. (“Midway”), which owns a 247,000 square foot grocery-anchored shopping center in Westchester County, New York. Although the Company only has an 11.792% equity interest in Midway, it controls 25% of the voting power of Midway, and as such, has determined that it exercises significant influence over the financial and operating decisions of Midway but does not control the venture and accounts for its investment in Midway under the equity method of accounting.

The Company has allocated the $7.4 million excess of the carrying amount of its investment in and advances to Midway over the Company's share of Midway's net book value to real property and is amortizing the difference over the property's estimated useful life of 39 years. The remaining unamortized balance at October 31, 2022 is $5.1 million.

Midway currently has a non-recourse first mortgage payable in the amount of $23.7 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 Variable Interest Entities ("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.

57

(7) LEASES

Lessor Accounting

The Company's Lease income is comprised of both fixed and variable income, as follows:

Fixed lease income includes stated amounts per the lease contract, which are primarily related to base rent. Income for these amounts is recognized on a straight-line basis.

Variable lease income includes recoveries from tenants, which represents amounts that tenants are contractually obligated to reimburse the Company for the tenants’ portion of Recoverable Costs.  Generally, the Company’s leases provide for the tenants to reimburse the Company for Recoverable Costs based on the tenants’ share of the actual costs incurred in proportion to the tenants’ share of leased space in the property.

The following table provides a disaggregation of lease income recognized during the years ended October 31, 2022, 2021 and 2020, under ASC Topic 842, "Leases," as either fixed or variable lease income based on the criteria specified in ASC Topic 842 (in thousands):

	October 31,
	2022			2021			2020
Operating lease income:
Fixed lease income (Base Rent)	$	102,587		$	98,918		$	98,678
Variable lease income (Recoverable Costs)		34,067			35,090			28,889
Other lease related income, net:
Above/below market rent amortization		972			570			706
Uncollectable amounts in lease income		(13	)		(1,529	)		(3,916	)
ASC Topic 842 cash basis lease income reversal		47			(2,685	)		(3,416	)
Total lease income	$	137,660		$	130,364		$	120,941

Future minimum rents under non-cancelable operating leases for the next five years and thereafter, excluding variable lease payments, are as follows (in thousands):

Fiscal Year Ending
2023 (a)	$	95,060
2024		85,624
2025		73,713
2026		64,768
2027		56,057
Thereafter		229,029
Total	$	604,251

 (a) The amounts above are based on existing leases in place at October 31, 2022.

58

(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 6.25% Series H Senior Cumulative Preferred Stock (the "Series H Preferred Stock") is nonvoting, has no stated maturity and is redeemable for cash at $25 per share at the Company's option on or after September 18, 2022. The holders of our Series H Preferred Stock have general preference rights with respect to liquidation and quarterly distributions. Except under certain conditions, holders of the Series H Preferred Stock will not be entitled to vote on most matters.  In the event of a cumulative arrearage equal to six quarterly dividends, holders of Series H Preferred Stock, together with all of the Company's other Series of preferred stock (voting as a single class without regard to series) will have the right to elect two additional members to serve on the Company's Board of Directors until the arrearage has been cured. Upon the occurrence of a Change of Control, as defined in the Company's Articles of Incorporation, the holders of the Series H Preferred Stock will have the right to convert all or part of the shares of Series H Preferred Stock held by such holder on the applicable conversion date into a number of the Company's shares of Class A common stock. Underwriting commissions and costs incurred in connection with the sale of the Series H Preferred Stock are reflected as a reduction of additional paid in capital.

The 5.875% Series K Senior Cumulative Preferred Stock ("Series K 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 1, 2024. The holders of our Series K Preferred Stock have general preference rights with respect to liquidation and quarterly distributions. Except under certain conditions, holders of the Series K Preferred Stock will not be entitled to vote on most matters. In the event of a cumulative arrearage equal to six quarterly dividends, holders of Series K Preferred Stock, together with all of the Company's other series of preferred stock (voting as a single class without regard to series) will have the right to elect two additional members to serve on the Company's Board of Directors until the arrearage has been cured. Upon the occurrence of a Change of Control, as defined in the Company's Articles of Incorporation, the holders of the Series K Preferred Stock will have the right to convert all or part of the shares of Series K 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 K Preferred Stock are reflected as a reduction of additional paid in capital.

Common Stock

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

The following tables set forth the dividends declared per Common share and Class A Common share and tax status for Federal income tax purposes of the dividends paid during the fiscal years ended October 31, 2022 and 2021:

	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 14, 2022	$	0.2145	$	0.20704	$	0.00426	$	0.00319	$	0.2375	$	0.22924	$	0.004721	$	0.00354
April 14, 2022	$	0.2145	$	0.20704	$	0.00426	$	0.00319	$	0.2375	$	0.22924	$	0.004721	$	0.00354
July 15, 2022	$	0.2145	$	0.20704	$	0.00426	$	0.00319	$	0.2375	$	0.22924	$	0.004721	$	0.00354
October 14, 2022	$	0.2145	$	0.20704	$	0.00426	$	0.00319	$	0.2375	$	0.22924	$	0.004721	$	0.00354
	$	0.858	$	0.82816	$	0.01704	$	0.01276	$	0.95	$	0.91696	$	0.018884	$	0.01416

	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, 2021	$	0.125	$	0.10924	$	0.01576	$	-	$	0.14	$	0.12235	$	0.01765	$	-
April 16, 2021	$	0.125	$	0.10924	$	0.01576	$	-	$	0.14	$	0.12235	$	0.01765	$	-
July 16, 2021	$	0.207	$	0.18090	$	0.02610	$	-	$	0.23	$	0.20100	$	0.02900	$	-
October 15, 2021	$	0.207	$	0.18090	$	0.02610	$	-	$	0.23	$	0.20100	$	0.02900	$	-
	$	0.664	$	0.58028	$	0.08372	$	-	$	0.74	$	0.64670	$	0.09330	$	-

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 2022, the Company issued 3,600 shares of Common Stock and 7,538 shares of Class A Common Stock (3,341 shares of Common Stock and 5,355 shares of Class A Common Stock in fiscal 2021) through the DRIP.  As of October 31, 2022, there remained 322,469 shares of Common Stock and 368,003 shares of Class A Common Stock available for issuance under the DRIP.

The Company has adopted a stockholder rights plan, pursuant to which each holder of Common Stock received a Common Stock right and each holder of Class A Common Stock received a Class A Common Stock right.  The rights are not exercisable until the Distribution Date and will expire on November 11, 2028, unless earlier redeemed by the Company.   If the rights become exercisable, each holder of a Common Stock right will be entitled to purchase from the Company one one hundredth of a share of Series I Participating Preferred Stock, and each holder of a Class A Common Stock right will be entitled to purchase from the Company one one hundredth of a share of Series J Participating Preferred Stock, in each case, at a price of $85, subject to adjustment.  The “Distribution Date” will be the earlier to occur of the close of business on the tenth business day following:  (a) a public announcement that an acquiring person has acquired beneficial ownership of 10% or more of the total combined voting power of the outstanding Common Stock and Class A Common Stock, or (b) the commencement of a tender offer or exchange offer that would result in the beneficial ownership of 30% or more of the combined voting power of the outstanding Common Stock and Class A Common Stock, number of outstanding Common Stock, or the number of outstanding Class A Common Stock. Thereafter, if certain events occur, holders of Common Stock and Class A Common Stock, other than the acquiring person, will be entitled to purchase shares of Common Stock and Class A Common Stock, respectively, of the Company having a value equal to 2 times the exercise price of the right.

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

Stock Repurchase

Following its initial December 2013 authorization, in June 2017, our Board of Directors re-approved a share repurchase program ("Prior Repurchase Program") for the repurchase of up to 2,000,000 shares, in the aggregate, of Common Stock and Class A Common Stock in open market transactions.  For year ended October 31, 2022, the Company repurchased  716,934 shares of Class A Common Stock at an average price per share of $17.56 and 12,877 shares of Common Stock at an average price per share of $17.80 under the Prior Repurchase Program. For  the year ended October 31, 2021, the Company repurchased  29,154 shares of Class A Common Stock at an average price per share of $19.15 and 29,154 shares of Common Stock at an average price per share of $16.76 under the Prior Repurchase Program.

On October 3, 2022, our Board of Directors re-approved a new share repurchase program (“Current Repurchase Program”) for the repurchase of up to 2,000,000 shares, in the aggregate, of Common Stock and Class A Common Stock in open market transactions. The Current Repurchase Program was announced on October 3, 2022 and has no set expiration date.  The timing and actual number of shares purchased under the program depend upon marketplace conditions and other factors.  For the year ended October 31, 2022, the Company repurchased 485,998 shares of Class A Common stock at an average price per share of $17.07 and 6,840 shares of Common stock at an average price per share of $17.91 under the Current Repurchase Program.

In addition, from November 1, 2022 to December 19, 2022, the Company repurchased 116,016 shares of Class A Common Stock at an average price per share of $18.39 and 287 shares of Common Stock at an average price per share of $18.40 under the Current Repurchase Program through a Rule 10b5-1(c)(1) agreement entered into between the Company and its broker Deutsche Bank Securities Inc.

As of the date of this report, the Company has purchased 602,014 shares of Class A Common Stock and 7,127 Shares of Common Stock under the Current Repurchase Program.  From the inception of all repurchase programs, the Company has purchased 2,268,093 shares of Class A Common Stock and 53,758 shares of Common stock.

59

(9) STOCK COMPENSATION AND OTHER BENEFIT PLANS

Restricted Stock Plan

The Company has a Restricted Stock Plan, as amended (the "Plan") that provides a form of equity compensation for employees of the Company.  The Plan, which is administered by the Company's compensation committee, authorizes grants of up to an aggregate of 5,500,000 shares of the Company’s common equity consisting of 350,000 Common shares, 350,000 Class A Common shares and 4,800,000 shares, which at the discretion of the compensation committee, may be awarded in any combination of Class A Common shares or Common shares.

In fiscal 2022, the Company awarded 109,500 shares of Common Stock and 149,000 shares of Class A Common Stock to participants in the Plan. The grant date fair value of restricted stock grants awarded to participants in 2022 was approximately $5.2 million. As of October 31, 2022, there was $12.4 million of unamortized restricted stock compensation related to non-vested restricted stock grants awarded under the Plan. The remaining unamortized expense is expected to be recognized over a weighted average period of 4.6 years. For the years ended October 31, 2022, 2021 and 2020, amounts charged to compensation expense totaled $3,657,000, $3,938,000 and $5,523,000, respectively. The year ended October 31, 2020 amount charged to compensation expense includes $1.4 million related to the accelerated vesting of previously unamortized restricted stock compensation as the result of the death of our Chairman Emeritus, Charles J. Urstadt, in March 2020.

A summary of the status of the Company's non-vested restricted stock awards as of October 31, 2022, and changes during the year ended October 31, 2022 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, 2021		927,800		$	17.08		521,700		$	20.12
Granted		109,500		$	18.47		149,000		$	21.32
Vested		(103,100	)	$	18.30		(87,100	)	$	23.45
Forfeited		-		$	-		(36,300	)	$	19.49
Non-vested at October 31, 2022		934,200		$	17.11		547,300		$	19.96

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 $277,000, $267,000 and $253,000 in each of the three years ended October 31, 2022, 2021 and 2020, 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.

60

(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 (level 1), contractual redemption prices per share as stated in governing agreements (level 2) or unobservable inputs considering the assumptions that market participants would make in pricing the obligations (level 3). The level 3 inputs used include an estimate of the fair value of the cash flow generated by the limited partnership or limited liability company in which the investor owns the joint venture units capitalized at prevailing market rates for properties with similar characteristics or located in similar areas.

The fair values of interest rate swaps are determined using widely accepted valuation techniques, including discounted cash flow analysis, on the expected cash flows of each derivative. The analysis reflects the contractual terms of the swaps, including the period to maturity, and uses observable market-based inputs, including interest rate curves ("significant other observable inputs.") The fair value calculation also includes an amount for risk of non-performance using "significant unobservable inputs" such as estimates of current credit spreads to evaluate the likelihood of default. The Company has concluded, as of October 31, 2022 and 2021, 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, 2022 and 2021 (amounts in thousands):

	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
October 31, 2022
Assets:
Interest Rate Swap Agreements	$	15,856	$	-	$	15,856	$	-
Liabilities:
Redeemable noncontrolling interests	$	61,550	$	11,979	$	49,571	$	-
October 31, 2021
Assets:
Interest Rate Swap Agreements	$	515	$	-	$	515	$	-
Liabilities:
Interest Rate Swap Agreements	$	6,735	$	-	$	6,735	$	-
Redeemable noncontrolling interests	$	67,395	$	20,283	$	46,566	$	546

Fair Value of Financial Instruments

The carrying values of cash and cash equivalents, 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 $278 million and $300 million at October 31, 2022 and October 31, 2021, 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, 2021, 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.

61

(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, 2022, the Company had commitments of approximately $10.5 million for tenant-related obligations.

62

(12) SUBSEQUENT EVENTS

On December 14, 2022, the Board of Directors of the Company declared cash dividends of $0.2250 for each share of Common Stock and $0.2500 for each share of Class A Common Stock.  The dividends are payable on January 14, 2023 to stockholders of record on January 5, 2023. The Board of Directors also ratified the actions of the Company’s compensation committee authorizing awards of 109,800 shares of Common Stock and 151,750 shares of Class A Common Stock to certain officers, directors and employees of the Company effective January 3, 2023, pursuant to the Company’s restricted stock plan.  The fair value of the shares awarded totaling $4.9 million will be charged to expense over the requisite service periods (see Note 1).

63

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of

Urstadt Biddle Properties, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Urstadt Biddle Properties, Inc. (the “Company”) as of October 31, 2022 and 2021, 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, 2022, and the related notes and schedule listed in the Index at Item 15(A)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended October 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of October 31, 2022, based on criteria established in Internal Control–Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated January 12, 2023, expressed an unqualified opinion.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

64

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Real Estate Investments: Determination of Impairment Indicators

The Company’s evaluation of real estate investments for impairment involves an initial assessment of each real estate investments to determine whether events or changes in circumstances exist that may indicate that the carrying amounts of real estate investments are no longer recoverable. The Company’s criteria for possible impairment indicators include computations of property fair value based on net operating income (“NOI”), and a future cash flow analysis. If the Company believes there is an indication of possible impairment, management evaluates its real estate investments by comparing detailed undiscounted future cash flows expected to be generated over the life of each asset to the respective carrying amount of the property. If the carrying amount of an asset exceeds the undiscounted future cash flows, an analysis is performed to determine the fair value of the asset and any potential impairment charge.

The Company makes significant assumptions to evaluate real estate assets for possible indicators of impairment. Changes in these assumptions could result in additional analysis or, in some cases, an impairment charge. Given the Company’s evaluation of possible indicators of impairment of real estate assets requires management to make significant assumptions, performing audit procedures to evaluate whether management appropriately identified events or changes in circumstances indicating that the carrying amounts of real estate assets may not be recoverable required a high degree of auditor judgment.

Our audit procedures related to the evaluation of real estate investments for possible indicators of impairment included the following, among others:

- We obtained an understanding of management’s process to identify indicators of impairment and we evaluated the design and tested the operating effectiveness of the controls that address the identification of indicators of impairment.

- We evaluated management’s property by property analysis by testing real estate assets for possible indicators of impairment, including searching for adverse asset-specific and/or market conditions, as well as assessing the properties’ holding periods, including expected asset dispositions.

- We analyzed and independently calculated estimated fair vales and future cash flow analysis used by management in their assessment of impairment indicators.

- We independently analyzed properties experiencing a significant decrease in NOI and evaluated whether such properties resulted in potential indicators of impairment.

- We performed inquiries with management to determine whether factors were identified in the current period that may be an impairment indicator, including changes in tenant vacancies, expected holding periods, or changes in market rental rates.

/s/ PKF O'Connor Davies, LLP

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

New York, New York

January 12, 2023

65

URSTADT BIDDLE PROPERTIES INC.

October 31, 2022

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	$	-		$	505	$	708	$	2,146	$	2,854	$	1,020	2001	31.5
Greenwich, CT		-		488			1,139		-			570		488		1,709		2,197		932	2000	31.5
Greenwich, CT		-		570			2,359		-			1,281		570		3,640		4,210		1,911	1998	31.5
Greenwich, CT		-		199			795		(1)			565		198		1,360		1,558		780	1993	31.5
Greenwich, CT		-		111			444		1			321		112		765		877		438	1994	31.5
		-		2,076			6,378		-			3,242		2,076		9,620		11,696		5,081
Retail Properties:
Bronxville, NY		-		60			239		95			770		155		1,009		1,164		317	2009	39
Yonkers, NY		-		30			121		183			734		213		855		1,068		286	2009	39
Yonkers, NY		-		30			121		85			342		115		463		578		155	2009	39
New Milford, CT		-		2,114			8,456		110			887		2,224		9,343		11,567		3,409	2008	39
New Milford, CT		-		4,492			17,967		166			3,521		4,658		21,488		26,146		7,380	2010	39
Newark, NJ		9,601		5,252			21,023		-			2,233		5,252		23,256		28,508		8,927	2008	39
Waldwick, NJ		-		1,266			5,064		-			41		1,266		5,105		6,371		1,942	2007	39
Emerson NJ		68		3,633			14,531		-			1,949		3,633		16,480		20,113		6,736	2007	39
Pelham, NY		-		1,694			6,843		-			149		1,694		6,992		8,686		2,941	2006	39
Stratford, CT		34,143		10,173			40,794		3,928			27,901		14,101		68,695		82,796		26,255	2005	39
Yorktown Heights, NY		-		5,786			23,221		-			16,271		5,786		39,492		45,278		14,102	2005	39
Rye, NY		-		909			3,637		-			293		909		3,930		4,839		1,882	2004	39
Rye, NY		-		483			1,930		-			106		483		2,036		2,519		956	2004	39
Rye, NY		-		239			958		-			64		239		1,022		1,261		486	2004	39
Rye, NY		-		695			2,782		-			20		695		2,802		3,497		1,335	2004	39
Somers, NY		-		4,318			17,268		-			594		4,318		17,862		22,180		8,761	2003	39
Westport, CT		-		2,076			8,305		-			896		2,076		9,201		11,277		4,542	2003	39
Orange, CT		-		2,320			10,564		-			6,180		2,320		16,744		19,064		6,993	2003	39
Stamford, CT		44,324		17,964			71,859		2			4,708		17,966		76,567		94,533		38,841	2002	39
Danbury, CT		-		2,459			4,566		-			1,118		2,459		5,684		8,143		3,111	2002	39
Briarcliff, NY		-		2,222			5,185		1,234			8,763		3,456		13,948		17,404		4,997	2001	40
Somers, NY		-		1,833			7,383		-			4,578		1,833		11,961		13,794		6,127	1999	31.5
Briarcliff, NY		-		380			1,531		-			300		380		1,831		2,211		998	1999	40
Briarcliff, NY		13,492		2,300			9,708		2			2,567		2,302		12,275		14,577		7,015	1998	40
Ridgefield, CT		-		900			3,793		291			3,515		1,191		7,308		8,499		3,207	1998	40
Darien, CT		23,433		4,260			17,192		-			1,023		4,260		18,215		22,475		10,572	1998	40
Eastchester, NY		-		1,500			6,128		-			2,855		1,500		8,983		10,483		5,113	1997	31
Danbury, CT		-		3,850			15,811		-			1,462		3,850		17,273		21,123		11,394	1995	31.5
Carmel, NY		-		1,488			5,973		-			428		1,488		6,401		7,889		4,221	1995	31.5
Somers, NY		-		821			2,600		-			1,051		821		3,651		4,472		2,237	1992	31.5
Wayne, NJ		17,137		2,492			9,966		-			7,412		2,492		17,378		19,870		9,410	1992	31
Katonah, NY		-		1,704			6,816		-			455		1,704		7,271		8,975		2,241	2010	39
Fairfield, CT		-		3,393			13,574		153			1,236		3,546		14,810		18,356		4,366	2011	39
New Milford, CT		-		2,168			8,672		-			612		2,168		9,284		11,452		2,606	2011	39
Eastchester, NY		-		1,800			7,200		78			607		1,878		7,807		9,685		2,147	2012	39
Orangetown, NY		6,097		3,200			12,800		30			7,767		3,230		20,567		23,797		5,110	2012	39
Greenwich, CT		4,061		1,600			6,401		28			755		1,628		7,156		8,784		1,876	2013	39
Various		-		223			893		-			-		223		893		1,116		219	2013	39
Greenwich, CT		5,065		1,998			7,994		53			331		2,051		8,325		10,376		2,033	2013	39
New Providence, NJ		20,364		6,970			27,880		463			3,004		7,433		30,884		38,317		7,903	2013	39
Bethel, CT		-		1,800			7,200		(18)			828		1,782		8,028		9,810		1,650	2014	39
Bloomfield, NJ		-		2,201			8,804		218			2,390		2,419		11,194		13,613		2,404	2014	39
Boonton, NJ		10,605		3,670			14,680		14			493		3,684		15,173		18,857		3,394	2014	39
Yonkers, NY		5,000		3,060			12,240		333			1,432		3,393		13,672		17,065		2,797	2014	39
Greenwich, CT		6,997		3,223			12,893		6			347		3,229		13,240		16,469		2,757	2014	40
Greenwich, CT		13,582		6,257			25,029		27			1,157		6,284		26,186		32,470		5,416	2014	40
Midland Park, NJ		18,301		8,740			34,960		(44)			907		8,696		35,867		44,563		7,431	2015	39
Pompton Lakes, NJ		-		8,140			32,560		(1,869)			(979)		6,271		31,581		37,852		5,293	2015	39
Wyckoff, NJ		7,265		3,490			13,960		17			344		3,507		14,304		17,811		2,911	2015	39
Kinnelon, NJ		9,670		4,540			18,160		(28)			3,980		4,512		22,140		26,652		6,289	2015	39
Fort Lee, NJ		-		798			3,192		(14)			(55)		784		3,137		3,921		597	2015	39
Harrison, NY		-		2,000			8,000		(10)			1,410		1,990		9,410		11,400		1,665	2015	39
Stamford, CT		19,810		12,686			32,620		-			1,667		12,686		34,287		46,973		5,484	2016	39
Stamford, CT		-		3,691			9,491		-			93		3,691		9,584		13,275		1,504	2016	39
Derby, CT		-		651			7,652		-			286		651		7,938		8,589		1,217	2017	39
Passaic, NJ		-		2,039			5,616		1			1,568		2,040		7,184		9,224		1,218	2017	39
Stamford, CT (HRC)		9,093		17,178			43,677		189			1,221		17,367		44,898		62,265		6,485	2017	39
Stamford, CT (HRChase)		-		2,376			1,458		-			-		2,376		1,458		3,834		209	2017	39
Old Greenwich , CT (HRCVS)		1,006		2,295			2,700		-			4		2,295		2,704		4,999		388	2017	39
Waldwick, NJ		-		2,761			5,571		1			315		2,762		5,886		8,648		806	2017	39
Dumont, NJ		8,989		6,646			15,341		3			440		6,649		15,781		22,430		2,141	2017	39
Ridgefield, CT		-		293			2,782		-			480		293		3,262		3,555		477	2017	39
Yonkers, NY		-		7,525			5,920		1			350		7,526		6,270		13,796		744	2017	39
New City, NY		-		2,494			631		12			4		2,506		635		3,141		72	2017	39
Brewster, NY		11,050		4,106			10,620		2,789			3,383		6,895		14,003		20,898		1,490	2019	39
Shelton, CT		-		11,484			21,804		-			19		11,484		21,823		33,307		419	2022	39
		299,153		235,239			795,310		8,529			139,582		243,768		934,892		1,178,660		298,407
Total	$	299,153	$	237,315		$	801,688	$	8,529		$	142,824	$	245,844	$	944,512	$	1,190,356	$	303,488

66

URSTADT BIDDLE PROPERTIES INC.

October 31, 2022

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED

(In thousands)

	Year Ended October 31,
NOTES:	2022			2021			2020
(a) RECONCILIATION OF REAL ESTATE-OWNED SUBJECT TO OPERATING LEASES
Balance at beginning of year	$	1,148,382		$	1,149,182		$	1,141,770
Property improvements during the year		15,219			14,391			24,443
Properties acquired during the year		33,288			-			-
Properties sold during the year		(4,596	)		(6,258	)		(11,335	)
Property assets fully depreciated and written off		(1,937	)		(8,933	)		(5,696	)
Balance at end of year (e)	$	1,190,356		$	1,148,382		$	1,149,182
(b) RECONCILIATION OF ACCUMULATED DEPRECIATION
Balance at beginning of year	$	278,605		$	261,325		$	241,154
Provision during the year charged to income (d)		27,715			27,494			27,438
Property sold during the year		(895	)		(1,281	)		(1,571	)
Property assets fully depreciated and written off		(1,937	)		(8,933	)		(5,696	)
Balance at end of year	$	303,488		$	278,605		$	261,325

(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 $932 million at October 31, 2022.

67

Item 16. Form 10-K Summary.

Not applicable

68

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 13, 2023	/s/ Willing L. Biddle
	Willing L. Biddle
	President and Chief Executive Officer
Dated: January 13, 2023	/s/ John T. Hayes
	John T. Hayes
	Senior Vice President and Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

69

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 D. Urstadt	January 13, 2023
Charles D. Urstadt
Chairman and Director
/s/ Willing L. Biddle	January 13, 2023
Willing L. Biddle
President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ John T. Hayes	January 13, 2023
John T. Hayes
Senior Vice President & Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
/s/ Kevin J. Bannon	January 13, 2023
Kevin J. Bannon
Director
/s/ Catherine U. Biddle	January 13, 2023
Catherine U. Biddle
Director
/s/ Richard Grellier	January 13, 2023
Richard Grellier
Director
/s/ Robert J. Mueller	January 13, 2023
Robert J. Mueller
Director
/s/ Bryan O. Colley	January 13, 2023
Bryan O. Colley
Director
/s/ Noble Carpenter	January 13, 2023
Noble Carpenter
Director
/s/ Willis H. Stephens Jr.	January 13, 2023
Willis H. Stephens Jr
Director

70

EX-4.7

Exhibit 4.7

DESCRIPTION OF CAPITAL STOCK

The following is a summary of the material terms of our securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and provisions of our charter, as amended and supplemented, and our bylaws, as amended and restated.  The summary is subject to and qualified in its entirely by reference to the charter, as amended and supplemented, and bylaws, as amended and restated, each of which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this exhibit is a part.  It also summarizes some relevant provisions of Maryland General Corporation Law, which we refer to as the MGCL, and is subject to and qualified in its entirety by reference to the MGCL.

General

Under our charter, as amended and supplemented, we may issue up to 30,000,000 shares of common stock, 100,000,000 shares of Class A common stock, 50,000,000 shares of preferred stock and 20,000,000 shares of excess stock. The shares of preferred stock may be issued from time to time in one or more series, without stockholder approval, with such designations, powers, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption, in each case, if any, as are permitted by Maryland law and as our board of directors may determine by approving a supplement to our charter without any further vote or action by our stockholders. In addition, our board of directors may amend our charter without action by our stockholders to increase or decrease the number of shares of stock of any class that we are authorized to issue.

See our most recent periodic report filed pursuant to the Securities Exchange Act of 1934, as amended, for the number of shares of common stock, Class A common stock and preferred stock outstanding as of a recent date. We also have reserved 150,000 Series I Participating Preferred Shares, par value $0.01 per share (“Series I Preferred Stock”), and 450,000 Series J Participating Preferred Shares, par value $0.01 per share (“Series J Preferred Stock”), for issuance pursuant to a stockholder rights plan between us and Computershare Inc., as rights agent. In the event that the rights become exercisable, the shares of Series I Preferred Stock and the Series J Preferred Stock that are issuable upon the exercise of such rights will rank junior to the Series K Preferred Stock and Series H Preferred Stock as to dividends and amounts distributed upon liquidation.

Description of Common Stock and Class A Common Stock

Voting

Under our charter, holders of our common stock are entitled to one vote per share on all matters submitted to the common stockholders for vote at all meetings of stockholders. Holders of our Class A common stock are entitled to 1/20th of one vote per share on all matters submitted to the common stockholders for vote at all meetings of stockholders. Except as otherwise required by law or as to the election of directors by holders of our Series H Preferred Stock and our Series K Preferred Stock if dividends thereon are in arrears six or more quarterly periods as described herein, or as to certain other matters as to which separate class voting rights may be granted in the future to holders of one or more other classes or series of our stock, holders of common stock and Class A common stock vote together as a single class, and not as separate classes, on all matters voted upon by our stockholders.

Dividends and Distributions

Subject to the requirements with respect to preferential dividends on any of our preferred stock, dividends and distributions are declared and paid to the holders of common stock and Class A common stock in cash, property or our other securities (including shares of any class or series whether or not shares of such class or series are already outstanding) out of funds legally available therefor. Each share of common stock and each share of Class A common stock has identical rights with respect to dividends and distributions, subject to the following:

● with respect to regular quarterly dividends, each share of Class A common stock entitles the holder thereof to receive not less than 110% of amounts paid on each share of common stock, the precise amount of such dividends on the Class A common stock being subject to the discretion of our board of directors; 

● a stock dividend on the common stock may be paid in shares of common stock or shares of Class A common stock; and 

● a stock dividend on shares of Class A common stock may be paid only in shares of Class A common stock.

If we pay a stock dividend on the common stock in shares of common stock, we are required to pay a stock dividend on the Class A common stock in a proportionate number of shares of Class A common stock. The dividend provisions of the common stock and Class A common stock provide our board of directors with the flexibility to determine appropriate dividend levels, if any, under the circumstances from time to time.

Mergers and Consolidations

In the event we merge, consolidate or combine with another entity (whether or not we are the surviving entity), holders of shares of Class A common stock will be entitled to receive the same per share consideration as the per share consideration, if any, received by holders of common stock in that transaction.

Liquidation Rights

Holders of common stock and Class A common stock have the same rights with respect to distributions in connection with a partial or complete liquidation of our company.

Restrictions on Ownership and Transfer

We have the right to refuse transfers of stock that could jeopardize our status as a REIT and to redeem any shares of stock in excess of 7.5% of the value of our outstanding stock beneficially owned by any person (other than an Exempted Person). See “—Restrictions on Ownership and Transfer.”

Transferability

The common stock and Class A common stock are freely transferable, and except for the ownership limit and federal and state securities laws restrictions on our directors, officers and other affiliates and on persons holding “restricted” stock, our stockholders are not restricted in their ability to sell or transfer shares of the common stock or Class A common stock.

Sinking Fund, Preemptive, Subscription and Redemption Rights

Neither the common stock nor the Class A common stock carries any sinking fund, preemptive, subscription or redemption rights enabling a holder to subscribe for or receive shares of any class of our stock or any other securities convertible into shares of any class of our stock.

Listing

The common stock is listed on the New York Stock Exchange, which we refer to as NYSE, under the symbol “UBP.”  The Class A common stock is listed on the NYSE under the symbol “UBA.”

Transfer Agent and Registrar

The transfer agent and registrar for the common stock and Class A common stock is Computershare Inc.

Description of Series K Preferred Stock

Maturity

The holders of Series K Preferred Stock have no preemptive rights with respect to any shares of our stock. The Series K Preferred Stock will not be subject to any sinking fund, and we have no obligation to redeem or retire the Series K Preferred Stock. Unless redeemed or repurchased by us or converted by the holders in connection with a Change of Control, the Series K Preferred Stock will have perpetual terms, with no maturity.

Our charter and the MGCL permit us to further “reopen” this series, without the consent of the holders of the Series K Preferred Stock, in order to issue additional shares of Series K Preferred Stock. Thus, we may in the future issue additional shares of Series K Preferred Stock without the consent of existing holders. Any additional shares of Series K Preferred Stock will have the same terms as the shares of Series K Preferred Stock already outstanding.  Any additional shares of Series K Preferred Stock will, together with the Series K Preferred Stock already outstanding, constitute a single series of our preferred stock.

Ranking

The Series K Preferred Stock ranks, with respect to dividend rights and rights upon our liquidation, dissolution or winding up:

● senior to our common stock and Class A common stock and to all other equity securities we issue ranking junior to the Series K Preferred Stock with respect to dividend rights or rights upon our liquidation, dissolution or winding up, including the Series I Preferred Stock, if and when issued, and Series J Preferred Stock, if and when issued;

● on a parity with the Series H Preferred Stock, and with all other equity securities we issue the terms of which specifically provide that such equity securities rank on a parity with the Series K Preferred Stock with respect to dividend rights or rights upon our liquidation, dissolution or winding up; and

● junior to all of our existing and future indebtedness and to any equity securities that we may issue in the future the terms of which specifically provide that such equity securities rank senior to the Series K Preferred Stock with respect to dividend rights or rights upon our liquidation, dissolution or winding up.

Dividends

Holders of shares of the Series K Preferred Stock are entitled to receive, when and as authorized by our board of directors and declared by us, out of our funds legally available for the payment of dividends, preferential cumulative dividends payable in cash at the rate per annum of $1.4688 per share of the Series K Preferred Stock (the “Annual Dividend Rate”), which is equivalent to a rate of 5.875% per annum of the $25.00 per share liquidation preference. These dividends are cumulative from, and including, the date of original issue of the Series K Preferred Stock, which was October 1, 2019, and are payable in arrears for each quarterly period ending January 31, April 30, July 31 and October 31 on January 31, April 30, July 31 and October 31 of each year, respectively, or, if any such date is not a business day, no later than the next succeeding business day. The amount of dividends payable on each dividend payment date for the Series K Preferred Stock will be computed by dividing the Annual Dividend Rate by four. The amount of any dividend payable on the Series K Preferred Stock with respect to any other period (that is shorter or longer than one full quarterly period), will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends are payable to holders of record as they appear in our stockholder records at the close of business on the applicable record date determined each quarter by our board of directors, which shall not be more than 30 days preceding the applicable dividend payment date.

We will not declare dividends on outstanding shares of the Series K Preferred Stock or pay or set apart for payment dividends on the Series K Preferred Stock at any time if the terms and provisions of any agreement of our company, including any agreement relating to our indebtedness, prohibits the declaration, payment or setting apart for payment or provides that the declaration, payment or setting apart for payment would constitute a breach or a default under the agreement, or if the declaration, payment or setting apart is restricted or prohibited by law.

Notwithstanding the foregoing, dividends on the Series K Preferred Stock accrue whether or not we have earnings, whether or not there are funds legally available for the payment of those dividends and whether or not those dividends are authorized or declared. Accrued but unpaid dividends on the Series K Preferred Stock do not bear interest and holders of the Series K Preferred Stock are not entitled to any distributions in excess of full cumulative distributions described above.

Except as described in the next sentence, no dividends will be authorized, declared and paid or authorized, declared and set apart for payment on any of our capital stock ranking, as to dividends, on a parity with the Series K Preferred Stock (other than a dividend in shares of common stock or Class A common stock or in shares of any other class of stock ranking junior to the Series K Preferred Stock as to dividends and upon liquidation) for any period unless full cumulative dividends have been or contemporaneously are authorized, declared and paid or authorized, declared and a sum sufficient for the payment thereof is set apart for such payment on outstanding shares of the Series K Preferred Stock for all past dividend periods. When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series K Preferred Stock and the shares of any other series of preferred stock ranking on a parity as to dividends with the Series K Preferred Stock, all dividends authorized and declared upon the Series K Preferred Stock and any other series of preferred stock ranking on a parity as to dividends with the Series K Preferred Stock will be authorized and declared ratably so that the amount of dividends authorized and declared per share of Series K Preferred Stock and such other series of preferred stock will in all cases bear to each other the same ratio that accrued dividends per share on the Series K Preferred Stock and such other series of preferred stock (which will not include any accrual in respect of unpaid dividends for prior dividend periods if such preferred stock does not have a cumulative dividend) bear to each other.

Except as described in the immediately preceding paragraph, unless full cumulative dividends on outstanding shares of the Series K Preferred Stock have been or contemporaneously are authorized, declared and paid or authorized, declared and a sum sufficient for the payment thereof is set apart for payment for all past dividend periods, we will not declare or pay or set aside for payment dividends (other than in shares of our common stock or Class A common stock or other shares of capital stock ranking junior to the Series K Preferred Stock as to dividends and upon liquidation), declare or make any other distribution on our common stock or Class A common stock, or any other capital stock ranking junior to or on a parity with the Series K Preferred Stock as to dividends or upon liquidation, or redeem, purchase or otherwise acquire for any consideration, or pay or make available any monies for a sinking fund for the redemption of, any of our shares of common stock or Class A common stock or any other shares of our capital stock ranking junior to or on a parity with the Series K Preferred Stock as to dividends or upon liquidation (except by conversion into or exchange for our other capital stock ranking junior to the Series K Preferred Stock as to dividends and upon liquidation or redemption for the purpose of preserving our qualification as a REIT).

Holders of shares of the Series K Preferred Stock are not entitled to any dividend, whether payable in cash, property or stock, in excess of full cumulative dividends on the Series K Preferred Stock, as described above. Any dividend payment made on shares of the Series K Preferred Stock is first credited against the earliest accrued but unpaid dividend due with respect to those shares which remains payable. So long as no dividends are in arrears, we are entitled at any time and from time to time to repurchase shares of Series K Preferred Stock in open-market transactions duly authorized by our board of directors and effected in compliance with applicable laws.

Liquidation Preference

Upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of shares of Series K Preferred Stock are entitled to be paid out of our assets legally available for distribution to our stockholders a $25.00 per share liquidation preference, plus an amount equal to any accrued and unpaid dividends to, but excluding, the date of payment (whether or not declared), but without interest, before any distribution of assets may be made to holders of our common stock or Class A common stock or any other class or series of our capital stock ranking junior to the Series K Preferred Stock as to liquidation rights. However, the holders of the shares of Series K Preferred Stock are not entitled to receive the liquidating distribution described above until the liquidation preference of any other series or class of our capital stock hereafter issued ranking senior as to liquidation rights to the Series K Preferred Stock has been paid in full. The holders of Series K Preferred Stock and all series or classes of our capital stock ranking on a parity as to liquidation rights with the Series K Preferred Stock are entitled to share ratably, in accordance with the respective preferential amounts payable on such capital stock, in any distribution (after payment of the liquidation preference of any of our capital stock ranking senior to the Series K Preferred Stock as to liquidation rights) which is not sufficient to pay in full the aggregate of the amounts of the liquidating distributions to which they would otherwise be respectively entitled. Holders of Series K Preferred Stock are entitled to written notice of any liquidation. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series K Preferred Stock have no right or claim to any of our remaining assets. Our consolidation or merger with or into any other corporation, trust or entity or of any other corporation with or into our company, or the sale, lease or conveyance of all or substantially all of our property or business, is not deemed to constitute our liquidation, dissolution or winding up.

In determining whether a distribution to holders of Series K Preferred Stock (other than upon voluntary or involuntary liquidation) by dividend, redemption or other acquisition of shares of our stock or otherwise is permitted under the MGCL, no effect will be given to amounts that would be needed, if we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon distribution of holders of shares of our stock whose preferential rights upon dissolution are superior to those receiving the distribution.

Optional Redemption

The Series K Preferred Stock is not redeemable by us prior to October 1, 2024, except under circumstances where it is necessary to preserve our status as a REIT for U.S. federal income tax purposes and except as described below upon the occurrence of a Change of Control. On and after October 1, 2024, we may, at our option, upon not less than 30 nor more than 90 days’ written notice, redeem shares of the Series K Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends to, but excluding, the date fixed for redemption.

If the redemption date is after the record date set for the payment of a dividend on the Series K Preferred Stock and prior to the corresponding dividend payment date, the amount of such accrued and unpaid dividend will not be included in the redemption price. The holder of the Series K Preferred Stock at the close of business on the applicable dividend record date will be entitled to the dividend payment on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares prior the dividend payment date.

In order to ensure that we remain qualified as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), we will have the right to purchase from a holder of shares of Series K Preferred Stock at any time any shares of Series K Preferred Stock held by such holder in excess of 7.5% of the value of our outstanding capital stock in accordance with the provisions of our charter. See “—Restrictions on Ownership and Transfer” for additional information about ownership limitations with respect to our Series K Preferred Stock.

Special Optional Redemption

Upon the occurrence of a Change of Control, regardless of whether the Change of Control occurs prior to or after October 1, 2024, we will have the option to redeem the Series K Preferred Stock, in whole or in part and within 120 days after the first date on which such Change of Control occurred, for a cash redemption price per share equal to $25.00 plus all accrued and unpaid dividends thereon (whether or not declared) to, but not including, the redemption date (unless the redemption date is after a record date set for the payment of a dividend on the Series K Preferred Stock and on or prior to the corresponding dividend payment date, in which case the amount of such accrued and unpaid dividend will not be included in the redemption price), upon the giving of notice, as provided below.

A “Change of Control” occurs when, after the Series K Preferred Stock issue date, the following have occurred and are continuing:

● the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d) (3) of the Exchange Act, other than Exempted Persons (as defined below), of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions, of shares of our common stock and Class A common stock entitling that person to exercise more than 50% of the total voting power of all outstanding shares of our common stock and Class A common stock entitled to vote generally in the election of directors (and such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and 

● following the closing of any transaction referred to in the bullet point above, neither we nor the acquiring or surviving entity has a class of common securities (or ADRs representing such securities) listed or quoted on the NYSE, the NYSE American or the NASDAQ, or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE American or the NASDAQ.

If, prior to the date fixed for conversion of Series K Preferred Stock in connection with a Change of Control, as described more fully below, we provide notice of redemption of shares of Series K Preferred Stock (whether pursuant to our optional redemption right or our special optional redemption rights), holders of such shares of Series K Preferred Stock will not be entitled to convert their shares as described below under “—Conversion Rights.”

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

The term “Urstadt Family Member” means and includes the spouse of Charles J. Urstadt, the descendants of the parents of Charles J. Urstadt, the descendants of the parents of the spouse of Charles J. Urstadt, the spouses of any such descendant and the descendants of the parents of any spouse of a child of Charles J. Urstadt. For this purpose, an individual’s “spouse” includes the widow or widower of such individual, and an individual’s “descendants” includes biological descendants and persons deriving their status as descendants by adoption.

The term “Biddle Family Member” means and includes the spouse of Willing L. Biddle, the descendants of the parents of Willing L. Biddle, the descendants of the parents of the spouse of Willing L. Biddle, the spouses of any such descendant and the descendants of the parents of any spouse of a child of Willing L. Biddle. For this purpose, an individual’s “spouse” includes the widow or widower of such individual, and an individual’s “descendants” includes biological descendants and persons deriving their status as descendants by adoption.

Redemption Procedures

We will give notice of redemption by mail, postage prepaid, not less than 30 nor more than 90 days prior to the redemption date, addressed to the respective holders of record of the Series K Preferred Stock to be redeemed at their respective addresses as they appear on our stock transfer records. No failure to give such notice or any defect in the notice or in the mailing of the notice will affect the validity of the proceedings for the redemption of any shares of Series K Preferred Stock except as to a holder to whom notice was defective or not given. Notwithstanding the foregoing, no notice of redemption will be required where we elect to redeem Series K Preferred Stock to preserve our REIT qualification.

If we redeem less than all of the Series K Preferred Stock held by any holder, the notice mailed to such holder will also specify the number of shares of Series K Preferred Stock held by such holder to be redeemed. If fewer than all of the outstanding shares of Series K Preferred Stock are to be redeemed, the shares to be redeemed will be selected by lot or pro rata.

In any redemption of Series K Preferred Stock, the redemption price will include any accumulated and unpaid dividends to, but excluding, the redemption date, unless a redemption date falls after a dividend record date with respect to the Series K Preferred Stock and prior to the corresponding dividend payment date, in which case each holder of Series K Preferred Stock at the close of business on the applicable dividend record date is entitled to the dividend payable on such shares on the corresponding dividend payment date notwithstanding the redemption of such shares before the dividend payment date.

If we have given notice of redemption of any shares of Series K Preferred Stock and have set apart for payment the funds necessary for the redemption for the benefit of the holders of any shares of Series K Preferred Stock called for redemption, then from and after the redemption date dividends will cease to accrue on such shares of Series K Preferred Stock, the shares of Series K Preferred Stock will no longer be deemed outstanding and all rights of the holders of the shares will terminate, except the right to receive the redemption price.

If full cumulative dividends on the Series K Preferred Stock have not been paid or declared and set apart for payment for all prior dividend periods, we may not redeem any Series K Preferred Stock unless we simultaneously redeem all outstanding shares of Series K Preferred Stock, and we will not purchase or otherwise acquire directly or indirectly any shares of Series K Preferred Stock (except by exchange for shares of our capital stock ranking junior to the Series K Preferred Stock as to dividends and upon liquidation). Notwithstanding the foregoing, we may purchase excess stock in order to ensure that we continue to meet the requirements for qualification as a REIT or any purchase or exchange offer made on the same terms to holders of all outstanding shares of Series K Preferred Stock. So long as no dividends are in arrears, we are entitled at any time and from time to time to repurchase shares of Series K Preferred Stock in open-market transactions duly authorized by our board of directors and effected in compliance with applicable law.

Voting Rights

Holders of the Series K Preferred Stock do not have any voting rights, except as described below.

Whenever dividends on any shares of Series K Preferred Stock are in arrears for six or more consecutive or nonconsecutive quarterly periods, the number of directors then constituting our board of directors will be increased by two (if not already increased by reason of a similar arrearage with respect to any parity preferred (as defined below)), and the holders of the shares of Series K Preferred Stock will be entitled to vote separately as a class with all other series of preferred stock ranking on a parity with the Series K Preferred Stock as to dividends or upon liquidation and upon which like voting rights have been conferred and are exercisable, including, in that instance, the Series H Preferred Stock (“parity preferred”), in order to fill the newly created vacancies, for the election of a total of two additional directors of our company (the “preferred stock directors”) at an annual meeting of stockholders or a special meeting of the Series K Preferred Stock and called by us at the request of holders of record of at least 10% of the Series K Preferred Stock or the holders of record of at least 10% of any series of parity preferred so in arrears (unless such request is received less than 90 days before the date fixed for the next annual meeting of stockholders), and at each subsequent annual meeting until (or, if the directors are divided into classes, at the conclusion of the terms of each preferred stock director) all dividends accrued on the shares of Series K Preferred Stock and parity preferred for the past dividend periods and the dividend for the then current dividend period are fully paid. In the event our directors are divided into classes, each vacancy will be apportioned among the classes of directors to prevent stacking in any one class and to ensure that the number of directors in each of the classes of directors are as nearly equal as possible.

Each preferred stock director, as a qualification for election (and regardless of how elected), will submit to our board of directors a duly executed, valid, binding and enforceable letter of resignation from the board of directors, to be effective upon the date upon which all dividends accrued on the shares of Series K Preferred Stock and parity preferred for the past dividend periods and the dividend for the then current dividend period are fully paid, at which time the terms of office of all persons elected as preferred stock directors by the holders of the Series K Preferred Stock and any parity preferred will, upon the effectiveness of their respective letters of resignation, terminate, and the number of directors then constituting the board of directors will be reduced accordingly. A quorum for any meeting will exist if at least a majority of the outstanding shares of Series K Preferred Stock and shares of parity preferred upon which like voting rights have been conferred and are exercisable are represented in person or by proxy at the meeting.

The preferred stock directors will be elected upon the affirmative vote of a plurality of the shares of Series K Preferred Stock and parity preferred (regardless of liquidation preference) present and voting in person or by proxy at a duly called and held meeting at which a quorum is present. If and when all accrued dividends and the dividends for the then current dividend period on the Series K Preferred Stock are paid in full, the holders of Series K Preferred Stock will be divested of the foregoing voting rights (subject to revesting each and every time dividends on the Series K Preferred Stock are in arrears for six or more consecutive or non-consecutive quarterly periods).

Any preferred stock director may be removed at any time with or without cause by, and will not be removed otherwise than by the vote of, the holders of record of a majority of the outstanding shares of Series K Preferred Stock when they have the voting rights described above (voting separately as a class with all series of parity preferred upon which like voting rights have been conferred and are exercisable). So long as dividends on the Series K Preferred Stock continue to be in arrears, any vacancy in the office of a preferred stock director may be filled by written consent of the preferred stock director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of Series K Preferred Stock when they have the voting rights described above (voting separately as a class with all series of parity preferred upon which like voting rights have been conferred and are exercisable). The preferred stock directors will each be entitled to one vote per director on any matter properly coming before our board of directors.

Notwithstanding the foregoing, in no event will the holders of Series K Preferred Stock be entitled to elect a director that would cause us to fail to satisfy a requirement relating to director independence of any securities exchange on which any class or series of our stock is listed.

So long as any shares of Series K Preferred Stock are outstanding, we will not, without the affirmative vote or consent of the holders of at least two-thirds of the votes entitled to be cast by the holders of Series K Preferred Stock outstanding at the time, voting separately as a class, given in person or by proxy, either in writing without a meeting or by vote at any meeting:

● voluntarily terminate or revoke our status as a REIT; 

● amend, alter or repeal any of the provisions of our charter or the articles supplementary (whether by merger, consolidation or otherwise (an “Event”)) so as to materially and adversely affect any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the Series K Preferred Stock or the holders thereof; or 

● authorize, create or increase the authorized number of shares of any class or series or any security convertible into shares of any class or series of our stock ranking senior to the Series K Preferred Stock as to distribution on any liquidation, dissolution or winding up or as to the payment of dividends;

provided, however, that, in the case of each of the subparagraphs above, no such vote of the holders of Series K Preferred Stock shall be required if, at or prior to the time when such amendment, alteration or repeal is to take effect, or when the issuance of any such prior shares or convertible security is to be made, as the case may be, all outstanding shares of Series K Preferred Stock shall have been redeemed or called for redemption upon proper notice and sufficient funds shall have been deposited in trust to effect such redemption or, in the case of an Event, regardless of the date of the transaction, the holders of the Series K Preferred Stock receive in the transaction their liquidation preference plus accrued and unpaid dividends.

With respect to the occurrence of any Event described above, so long as the Series K Preferred Stock (or any equivalent class or series of stock issued by the surviving corporation in any merger or consolidation to which we became a party) remains outstanding with the terms thereof materially unchanged, the occurrence of any such Event will not be deemed to materially and adversely affect any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of holders of the Series K Preferred Stock. Any increase in the amount of the authorized preferred stock or the creation or issuance of any other series of preferred stock, or any increase in the amount of the authorized shares of such series, in each case ranking on a parity with or junior to the Series K Preferred Stock with respect to payment of dividends or the distribution of assets upon our liquidation, dissolution or winding up, or the issuance of additional shares of Series K Preferred Stock or Series H Preferred Stock, will not be deemed to materially and adversely affect any preferences, conversion and other rights, voting power, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of holders of the Series K Preferred Stock.

Conversion Rights

Upon the occurrence of a Change of Control, unless, prior to the date fixed for such conversion, we provide notice of redemption of such shares of Series K Preferred Stock as described above under “—Optional Redemption” or “—Special Optional Redemption,” then, unless holders of the Series K Preferred Stock will receive the Alternative Form Consideration as described below, each holder of Series K Preferred Stock will have the right to convert all or part of the Series K Preferred Stock held by such holder into a number of shares of Class A common stock per share of Series K Preferred Stock to be so converted, or the Class A Common Share Conversion Consideration, equal to the lesser of:

● the quotient obtained, which we refer to as the Conversion Rate, by dividing (i) the sum of $25.00 plus the amount of any accrued and unpaid dividends thereon (whether or not declared) to, but not including, the applicable date fixed for conversion (unless the applicable conversion date is after a record date set for the payment of a dividend on the Series K Preferred Stock and on or prior to the corresponding dividend payment date, in which case the amount of such accrued and unpaid dividend will not be included in this sum), by (ii) the Class A Common Share Price (as defined below); and  

● 2.1035, or the Share Cap, subject to certain adjustments described below.

The “Class A Common Share Price” for any Change of Control will be (i) the amount of cash consideration per share of Class A common stock, if the consideration to be received in the Change of Control by holders of shares of Class A common stock is solely cash, and (ii) the average of the closing price per share of Class A common stock on the NYSE, the NYSE American or the NASDAQ for the 10 consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the consideration to be received in the Change of Control by holders of shares of Class A common stock is other than solely cash (including if such holders do not receive consideration).

The Share Cap will be subject to pro rata adjustments for any stock splits (including those effected pursuant to a Class A common stock dividend), subdivisions or combinations (in each case, a “Share Split”) with respect to our Class A common stock as follows: the adjusted Share Cap as the result of a Share Split will be the number of shares of Class A common stock that is equivalent to the product of (i) the Share Cap in effect immediately prior to such Share Split multiplied by (ii) a fraction, the numerator of which is the number of shares of Class A common stock outstanding after giving effect to such Share Split and the denominator of which is the number of shares of Class A common stock outstanding immediately prior to such Share Split.

For the avoidance of doubt, subject to the immediately succeeding sentence, the aggregate number of shares of Class A common stock (or equivalent Alternative Conversion Consideration (as defined below), as applicable) issuable in connection with the exercise of conversion rights in connection with a Change of Control and in respect of the Series K Preferred Stock will not exceed 9,676,100 shares of Class A common stock (or equivalent Alternative Conversion Consideration, as applicable), subject to increase on a pro rata basis if the number of authorized shares of Series K Preferred Stock increases after October 1, 2019, or the Exchange Cap. The Exchange Cap is subject to pro rata adjustments for any Share Splits on the same basis as the corresponding adjustment to the Share Cap.

In the case of a Change of Control pursuant to which, or in connection with which, shares of Class A common stock will be converted into cash, securities or other property or assets, including any combination thereof, or the Alternative Form Consideration, a holder of shares of Series K Preferred Stock will receive upon conversion of a share of Series K Preferred Stock the kind and amount of Alternative Form Consideration which such holder would have owned or been entitled to receive had such holder held a number of shares of Class A common stock equal to the Class A Common Share Conversion Consideration immediately prior to the effective time of the Change of Control, or the Alternative Conversion Consideration.

If the holders of shares of Class A common stock have the opportunity to elect the form of consideration to be received in connection with the Change of Control, the form of consideration that holders of the Series K Preferred Stock will receive will be in the form of consideration elected by the holders of a plurality of the shares of Class A common stock held by stockholders who participate in the election and will be subject to any limitations to which all holders of shares of Class A common stock are subject, including, without limitation, pro rata reductions applicable to any portion of the consideration payable in connection with the Change of Control.

We will not issue fractional Class A common shares upon the conversion of the Series K Preferred Stock. Instead, we will pay the cash value of any such fractional shares based on the Class A Common Share Price.

If a conversion date falls after a dividend record date and on or prior to the corresponding dividend payment date, each holder of shares of Series K Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding payment date, notwithstanding the conversion of such shares on or prior to such payment date, but the Conversion Rate shall not be calculated to include such accrued and unpaid dividends.

Within 15 days following the occurrence of a Change of Control, we will provide to holders of record of outstanding shares of Series K Preferred Stock, at the addresses for such holders shown on our stock transfer records, a notice of the occurrence of the Change of Control. A failure to give such notice or any defect in the notice or in its mailing will not affect the sufficiency of the notice or validity of the proceedings for conversion of shares of Series K Preferred Stock in connection with a Change of Control, except as to the holder to whom notice was defective or not given. A notice that has been mailed in the manner provided herein will be presumed to be given on the date it is mailed whether or not the stockholder receives such notice.

We will issue a press release containing the information stated in such a notice, and post such a notice on our website, in any event prior to the opening of business on the first business day following any date on which we provide the notice described above to the holders of record of Series K Preferred Stock.

To exercise conversion rights in connection with a Change of Control, a holder of record of Series K Preferred Stock will be required to deliver, on or before the close of business on the applicable conversion date, the certificates, if any, representing any certificated shares of Series K Preferred Stock to be converted, duly endorsed for transfer, together with a completed written conversion notice and any other documents we reasonably require in connection with such conversion, to our conversion agent. The conversion notice must state the number of shares of Series K Preferred Stock to be converted.

A holder of Series K Preferred Stock may withdraw any notice of exercise of such holder’s conversion rights in connection with a Change of Control (in whole or in part) by a written notice of withdrawal containing requisite information delivered to our conversion agent prior to the close of business on the business day prior to the applicable conversion date. Notwithstanding the foregoing, if the Series K Preferred Stock is held in global form, the conversion notice and/or the notice of withdrawal, as applicable, must comply with applicable procedures of DTC.

Shares of Series K Preferred Stock as to which the holder’s conversion right has been properly exercised and for which the conversion notice has not been properly withdrawn will be converted into the applicable form of consideration on the applicable conversion date unless, prior to the applicable conversion date, we provide notice of our election to redeem such shares of Series K Preferred Stock, whether pursuant to our optional redemption right or our special optional redemption right. If we elect to redeem shares of Series K Preferred Stock that would otherwise be converted into the applicable form of consideration on a conversion date, such shares of Series K Preferred Stock will not be so converted and the holders of such shares will be entitled to receive on the applicable redemption date the redemption price for such shares.

We will deliver amounts owing upon conversion no later than the third business day following the applicable conversion date.

In connection with the exercise of conversion rights in connection with any Change of Control, we will comply with all U.S. federal and state securities laws and stock exchange rules in connection with any conversion of shares of Series K Preferred Stock into shares of Class A common stock. Notwithstanding any other provision of the terms of the Series K Preferred Stock, no holder of the Series K Preferred Stock will be entitled to convert such Series K Preferred Stock into shares of Class A common stock to the extent that receipt of such shares of Class A common stock would cause such holder (or any other person) to violate the restrictions on ownership and transfer of our stock contained in our charter. See “—Restrictions on Ownership and Transfer.”

The conversion and redemption features of the Series K Preferred Stock may make it more difficult for or discourage a party from taking over our company.

Except as provided above in connection with a Change of Control, the Series K Preferred Stock is not convertible into or exchangeable for any other property or securities, except that the Series K Preferred Stock may be exchanged for shares of our excess stock pursuant to the provisions of our charter relating to restrictions on ownership and transfer of our stock. For further information regarding the restrictions on ownership and transfer of our stock and excess stock, see “—Restrictions on Ownership and Transfer.”

Information Right

During any period during which we are not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and any shares of Series K Preferred Stock are outstanding, we will (i) transmit by mail (or other permissible means under the Exchange Act) to all holders of Series K Preferred Stock, as their names and addresses appear in our record books and without cost to such holders, copies of the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we would have been required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act if we were subject thereto (other than any exhibits that would have been required) within 15 days after the respective dates by which we would have been required to file such reports with the SEC if we were subject to Section 13 or 15(d) of the Exchange Act (in each case, based on the dates on which we would be required to file such periodic reports if we were an “accelerated filer” within the meaning of the Exchange Act), and (ii) within 15 days following written request, supply copies of such reports to any prospective holder of the Series K Preferred Stock.

Listing

The Series K Preferred Stock is listed on the NYSE under the symbol “UBPPRK.”

Transfer Agent and Registrar

The transfer agent and registrar for the Series K Preferred Stock is Computershare.

Series H Preferred Stock

The terms of the Series H Preferred Stock are substantially similar to the terms of the Series K Preferred Stock, other than as follows:

Dividends

Holders of shares of Series H Preferred Stock are entitled to receive, when and as declared by our board of directors, out of our funds legally available for the payment of dividends, preferential cumulative dividends payable in cash at the rate per annum of $1.5625 per share, which is equivalent to a rate of 6.25% per annum of the $25.00 per share liquidation preference. Dividends on shares of Series H Preferred Stock are payable quarterly in arrears.

Optional Redemption

The Series H Preferred Stock is not redeemable by us prior to September 18, 2022, except under circumstances where it is necessary to preserve our status as a REIT for U.S. federal income tax purposes and except as described below upon the occurrence of a Change of Control of our company. On and after September 18, 2022, we may, at our option, upon not less than 30 nor more than 90 days’ written notice, redeem shares of the Series H Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends to, but excluding, the redemption date (unless the redemption date is after a record date set for the payment of a dividend on the Series H Preferred Stock and on or prior to the corresponding dividend payment date, in which case the amount of such accrued and unpaid dividend will not be included in the redemption price).

Special Optional Redemption

Upon the occurrence of a Change of Control of our company, regardless of whether such Change of Control occurs prior to or after September 18, 2022, we will have the option to redeem the Series H Preferred Stock, in whole or in part and within 120 days after the first date on which such Change of Control occurred, for a cash redemption price per share equal to $25.00 plus all accrued and unpaid dividends thereon (whether or not declared) to, but not including, the redemption date (unless the redemption date is after a record date set for the payment of a dividend on the Series H Preferred Stock and on or prior to the corresponding dividend payment date, in which case the amount of such accrued and unpaid dividend will not be included in the redemption price), upon the giving of notice.

“Change of Control” is defined the same as it is for the Series K Preferred Stock.

Conversion Rights

Upon the occurrence of a Change of Control, unless, prior to the date fixed for such conversion, we provide notice of redemption of such shares of Series H Preferred Stock in a manner similar to the procedures for the Series K Preferred Stock described above under “—Optional Redemption” or “—Special Optional Redemption,” then, unless holders of the Series H Preferred Stock will receive the Alternative Form Consideration (Series H) as described above, each holder of Series H Preferred Stock will have the right to convert all or part of the Series H Preferred Stock held by such holder into a number of shares of Class A common stock per share of Series H Preferred Stock to be so converted, or the Class A Common Share Conversion Consideration (Series H), equal to the lesser of:

• the quotient obtained, which we refer to as the Conversion Rate (Series H), by dividing (i) the sum of $25.00 plus the amount of any accrued and unpaid dividends thereon (whether or not declared) to, but not including, the applicable date fixed for conversion (unless the applicable conversion date is after a record date set for the payment of a dividend on the Series H Preferred Stock and on or prior to the corresponding dividend payment date, in which case the amount of such accrued and unpaid dividend will not be included in this sum), by (ii) the Class A Common Share Price; and

• 2.3267 (as used in this subsection, the “Share Cap (Series H”), subject to certain adjustments described below.

The Share Cap (Series H) will be subject to pro rata adjustments for Share Splits with respect to our Class A common stock as follows: the adjusted Share Cap (Series H) as the result of a Share Split will be the number of shares of Class A common stock that is equivalent to the product of (i) the Share Cap (Series H) in effect immediately prior to such Share Split multiplied by (ii) a fraction, the numerator of which is the number of shares of Class A common stock outstanding after giving effect to such Share Split and the denominator of which is the number of shares of Class A common stock outstanding immediately prior to such Share Split.

For the avoidance of doubt, subject to the immediately succeeding sentence, the aggregate number of shares of Class A common stock (or equivalent Alternative Conversion Consideration (Series H), as applicable) issuable in connection with the exercise of conversion rights in connection with a Change of Control and in respect of the Series H Preferred Stock will not exceed 9,306,800 shares of Class A common stock (or equivalent Alternative Conversion Consideration (Series H), as applicable) subject to increase on a pro rata basis if the number of authorized shares of Series H Preferred Stock increases after the first date on which any shares of the Series H Preferred Stock are issued (as used in this subsection, the “Exchange Cap (Series H)”). The Exchange Cap (Series H) applicable is subject to pro rata adjustments for any Share Splits on the same basis as the corresponding adjustment to the Share Cap and is subject to increase in the event that additional shares of Series H Preferred Stock are issued in the future.

Listing

The Series H Preferred Stock is listed on the NYSE under the symbol “UBPPRH.”

Description of the Stockholder Rights Plan and Related Series of Preferred Stock

We entered into a Rights Agreement with Computershare Inc., as rights agent, on August 13, 2018 (the “stockholder rights plan”). The stockholder rights plan became effective on November 12, 2018. Pursuant to the stockholder rights plan, each holder of common stock received a common stock right and each holder of Class A common stock received a Class A common stock right. The rights are not exercisable until the distribution date (as described below) and will expire on November 11, 2028, unless earlier redeemed by us. If the rights become exercisable, generally, each holder of a common stock right will be entitled to purchase from our company one one-hundredth of a share of Series I Preferred Stock, and each holder of a Class A common stock right will be entitled to purchase from our company one one-hundredth of a share of Series J Preferred Stock, in each case, at a price of $85, subject to adjustment.

The distribution date will be the earlier to occur of the close of business on the tenth business day following: (a) a public announcement that a person, or an acquiring person, has acquired beneficial ownership of 10% or more of the total combined voting power of the outstanding common stock and Class A common stock (or the share acquisition date), or (b) the commencement of a tender offer or exchange offer that would result in the beneficial ownership by any person of 30% or more of the combined voting power of the outstanding common stock and Class A common stock or the number of outstanding common stock, or the number of outstanding Class A common stock. The stockholder rights plan exempts acquisitions of common stock and Class A common stock by the estate of Charles J. Urstadt, Willing L. Biddle, members of their families and certain of their affiliates.

If at any time, (a) we are the surviving corporation in a merger with an acquiring person (as defined in the stockholders rights plan) and our common stock is not changed or exchanged, (b) a person (other than us, or a subsidiary employment benefit plan of ours, or any exempted person), together with its affiliates and associates, becomes an acquiring person, (c) an acquiring person engages in certain business transactions with us or a subsidiary, or (d) during such time as there is an acquiring person, an event occurs that results in the acquiring person’s ownership interest being increased by more than 1%, then (i) each holder of a common stock right will thereafter be entitled to receive, upon exercise of the common stock right, common stock (or in certain circumstances, cash, property or other securities) having a value equal to two times the exercise price of the common stock right and (ii) each holder of a Class A common stock right will thereafter be entitled to receive, upon  exercise of the Class A common stock right, Class A common stock (or in certain circumstances, cash, property or other securities) having a value equal to two times the exercise price of the Class A common stock right.

Until a right is exercised, the holder thereof, will have no rights as a shareholder of the company. In the event that shares of Series I Preferred Stock or Series J Preferred Stock are issued upon exercise of any rights, as a result of actions taken by our board of directors, the Series I Preferred Stock and the Series J Preferred Stock will rank junior to our Series H Preferred Stock and Series K Preferred Stock as to dividends and amounts distributed upon liquidation.

Subject to the rights of the holders of any series of preferred stock ranking senior to the Series I Preferred Stock with respect to dividends, including the Series H Preferred Stock and the Series K Preferred Stock, the holders of Series I Preferred Stock, if issued, will be entitled to receive, when, as and if declared by the board of directors quarterly dividends payable in cash in an amount per share equal to the greater of (a) $0.25 or (b) subject to adjustment, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions declared on the common stock, other than a dividend payable in shares of common stock. Each share of Series I Preferred Stock is entitled to 100 votes on all matters submitted to a vote of our company’s stockholders, voting together with the common stock as a single class.

Subject to the rights of the holders of any series of preferred stock ranking senior to the Series J Preferred Stock with respect to dividends, including the Series H Preferred Stock and the Series K Preferred Stock, the holders of Series J Preferred Stock, if issued, will be entitled to receive, when, as and if declared by the board of directors quarterly dividends payable in cash in an amount per share equal to the greater of (a) $0.25 or (b) subject to adjustment, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions declared on the Class A common stock, other than a dividend payable in Class A common stock. Each share of Series J Preferred Stock is entitled to five votes on all matters submitted to a vote of our stockholders, voting together with the Class A common stock as a single class.

Restrictions on Ownership and Transfer

To maintain our qualification as a REIT under the Code, we must meet several requirements regarding the number of our stockholders and concentration of ownership of our shares. Our charter contains provisions that restrict the ownership and transfer of our shares to assist us in complying with these Code requirements. We refer to these restrictions as the “ownership limit.”

The ownership limit provides that, in general, no person may own more than 7.5% of the aggregate value of all outstanding stock of our company. It also provides that:

● a transfer that violates the limitation is void; 

● a transferee gets no rights to the shares that violate the limitation; 

● shares transferred to a stockholder in excess of the ownership limit are automatically converted, by operation of law, into shares of “excess stock”; 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 will ultimately be transferred without violating the ownership limit.

Pursuant to authority under our charter, our board of directors has determined that the ownership limit does not apply to any shares of our stock beneficially owned by Elinor F. Urstadt, Willing L. Biddle, Catherine U. Biddle, Elinor P. Biddle, Dana C. Biddle and Charles D. Urstadt (the “Urstadt and Biddle Family Members”), but only to the extent that the aggregate value of all such stock does not exceed nineteen and ninety one-hundredth percent (19.90%) of the value of all of the company’s outstanding common stock, Class A common stock and preferred stock at any date of determination, unless at least two of the Urstadt and Biddle Family Members would separately be considered as among the five largest shareholders (which for this purpose requires ownership of at least 7.5%) based on value of shares (and determined after applying the ownership rules in Sections 542, 544 and 856(h) of the Internal Revenue Code of 1986, as amended), in which case the maximum aggregate value of all shares of our stock beneficially owned by the Urstadt and Biddle Family Members is increased to twenty-seven percent (27.00%).

Ownership of our stock is subject to attribution rules under the Code, which may result in a person being deemed to own stock held by other persons. Our board of directors may waive the ownership limit if it determines that the waiver will not jeopardize our status as a REIT. As a condition of such a waiver, our board of directors may require an opinion of counsel satisfactory to it or undertakings or representations from the applicant with respect to preserving our REIT status. We required no such waiver with respect to Mr. Urstadt’s ownership rights, which are established as part of our charter.

Any person who acquires our stock must, on our demand, immediately provide us with any information we may request in order to determine the effect of the acquisition on our status as a REIT. If our board of directors determines that it is no longer in our best interests to qualify as a REIT, the ownership limitation will not be relevant. Otherwise, the ownership limit may be changed only by an amendment to our charter by a vote of a majority of the voting power of our common equity securities.

Our charter provides that any purported transfer which results in a direct or indirect ownership of shares of capital stock in excess of the ownership limit or that would result in the disqualification of our company as a REIT will be null and void, and the intended transferee will acquire no rights to the shares of capital stock. The foregoing restrictions on transferability and ownership will not apply if our board of directors determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT. Our board of directors may, in its sole discretion, waive the ownership limit if evidence satisfactory to our board of directors and our tax counsel is presented that the changes in ownership will not then or in the future jeopardize our REIT status and our board of directors otherwise decides that such action is in our best interests.

Shares of stock owned, or deemed to be owned, or transferred to a stockholder in excess of the ownership limit will automatically be converted into shares of “excess stock” that will be transferred, by operation of law, to us as trustee of a trust for the exclusive benefit of the transferees to whom such shares of capital stock may be ultimately transferred without violating the ownership limit. While the excess stock is held in trust, it will not be entitled to vote, it will not be considered for purposes of any stockholder vote or the determination of a quorum for such vote, and except upon liquidation it will not be entitled to participate in dividends or other distributions. Any distribution paid to a proposed transferee of excess stock prior to the discovery by us that stock has been transferred in violation of the provision of our charter is required to be repaid to us upon demand. The excess stock is not treasury stock, but rather constitutes a separate class of our issued and outstanding stock. The original transferee-stockholder may, at any time the excess stock is held by us in trust, transfer the interest in the trust representing the excess stock to any person whose ownership of shares of capital stock exchanged for such excess stock would be permitted under the ownership limit, at a price not in excess of (a) the price paid by the original transferee-stockholder for shares of stock that were exchanged into excess stock, or (b) if the original transferee-stockholder did not give value for such shares (e.g., the shares were received through a gift, devise or other transaction), the average closing price for the class of stock for the ten days immediately preceding such sale, gift or other transaction if such class of stock is then listed on a national securities exchange, and if such class of stock is not then listed on a national securities exchange, its redemption price, as applicable. Immediately upon the transfer to the permitted transferee, the excess stock will automatically be converted back into shares of stock. If the foregoing transfer restrictions are determined to be void or invalid by virtue of any legal decision, statute, rule or regulation, then the intended transferee of any shares of excess stock may be deemed, at our option, to have acted as an agent on behalf of us in acquiring the excess stock and to hold the excess stock on behalf of us.

In addition, we will have the right, for a period of 90 days during the time any shares of excess stock are held by us in trust, to purchase all or any portion of the excess stock from the original transferee-stockholder at the lesser of (a) the price initially paid for such shares by the original transferee-stockholder, or if the original transferee-stockholder did not give value for such shares (e.g., the shares were received through a gift, devise or other transaction), the average closing price for the class of stock for the ten days immediately preceding such sale, gift or other transaction, and (b) the average closing price for the class of stock for the ten trading days immediately preceding the date we elect to purchase such shares, or in each case if the class of stock is not then listed on a national securities exchange, its redemption price, as applicable. The 90-day period begins on the date notice is received of the violative transfer if the original transferee-stockholder gives notice to us of the transfer, or, if no such notice is given, the date our board of directors determines that a violative transfer has been made.

Certain Provisions of Our Charter and Bylaws, Maryland Law and Change of Control Agreements

Provisions of Our Charter and Bylaws

Classification of Board, Vacancies and Removal of Directors

Our charter provides that our board of directors is divided into three classes. Directors of each class serve for staggered terms of three years each, with the terms of each class beginning in different years. We currently have nine directors.  At each annual meeting of our stockholders, successors of the directors whose terms expire at that meeting will be elected for a three-year term and the directors in the other two classes will continue in office. A classified board may delay, defer or prevent a change in control or other transaction that might involve a premium over the then-prevailing market price for our common stock and Class A common stock or other attributes that our stockholders may consider desirable. In addition, a classified board could prevent stockholders who do not agree with the policies of our board of directors from replacing a majority of the board of directors for two years, except in the event of removal for cause.

Our charter provides that, subject to the rights of holders of our preferred stock, any director may be removed (a) only for cause and (b) only by the affirmative vote of holders of not less than two-thirds of the common equities then outstanding and entitled to vote for the election of directors. Our charter additionally provides that any vacancy occurring on our board of directors (other than as a result of the removal of a director) will be filled only by a majority of the remaining directors except that a vacancy resulting from an increase in the number of directors will be filled by a majority of the entire board of directors. A vacancy resulting from the removal of a director may be filled by the affirmative vote of a majority of all the votes cast at a meeting of the stockholders called for that purpose.

The provisions of our charter relating to the removal of directors and the filling of vacancies on our board of directors could preclude a third party from removing incumbent directors without cause and simultaneously gaining control of our board of directors by filling, with its own nominees, the vacancies created by such removal. The provisions also limit the power of stockholders generally, and those with a majority interest, to remove incumbent directors and to fill vacancies on our board of directors without the support of incumbent directors.

Stockholder Action by Written Consent

Our charter provides that any action required or permitted to be taken by our stockholders may be effected by a consent in writing signed by the holders of all of our outstanding shares of common equity securities entitled to vote on the matter. This requirement could deter a change of control because it could delay or deter the stockholders’ ability to take action with respect to us without convening a meeting.

Meetings of Stockholders

Our bylaws provide for annual stockholder meetings to elect directors. Special stockholder meetings may be called by our Chairman, President or a majority of the board of directors and shall be called by our Secretary at the written request of stockholders entitled to cast at least a majority of all votes entitled to be cast at the meeting. This requirement could deter a change of control because it could delay or deter the stockholders’ ability to take action with respect to us.

Stockholder Proposals and Director Nominations

Under our bylaws, in order to have a stockholder proposal or director nomination considered at an annual meeting of stockholders, stockholders are generally required to deliver to us certain information concerning themselves and their stockholder proposal or director nomination, as well as a representation as to compliance with certain applicable rules and regulations under the Exchange Act, not less than 75 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting (the “annual meeting anniversary date”); provided, however, that, if the annual meeting is scheduled to be held on a date more than 30 days before or more than 60 days after the annual meeting anniversary date, notice must be delivered to us not later than the close of business on the later of:

● the 75th day prior to the scheduled date of such annual meeting or 

● the 15th day after public disclosure of the date of such meeting.

Director nominees must also deliver a completed questionnaire regarding his or her background and qualification and a written representation and agreement regarding any voting, indemnification, reimbursement, or similar arrangement such nominee may have with a person or entity.  Failure to comply with such timing and informational requirements will result in such proposal or director nomination not being considered at the annual meeting. The purpose of requiring stockholders to give us advance notice of nominations and other business, and certain related information is to ensure that we and our stockholders have sufficient time and information to consider any matters that are proposed to be voted on at an annual meeting, thus promoting orderly and informed stockholder voting. Such bylaw provisions could have the effect of precluding a contest for the election of our directors or the making of stockholder proposals if the proper procedures are not followed, and of delaying or deterring a third party from conducting a solicitation of proxies to elect its own slate of directors or to have its own proposals approved.

Authorization of Consolidations, Mergers and Sales of Assets

Our charter provides that any consolidation, merger, share exchange or transfer of all or substantially all of our assets must first be approved by the affirmative vote of a majority of our board of directors (including a majority of the Continuing Directors, as defined in our charter) and thereafter must be approved by a vote of at least a majority of all the votes entitled to be cast on such matter.

Amendment of our Charter and Bylaws

Our charter may be amended with the approval of a majority of the board of directors (including a majority of the Continuing Directors) and the affirmative vote of a majority of the votes entitled to be cast by our stockholders on the matter. Our bylaws may be amended only by the board of directors. In addition, our board of directors may amend our charter without action by our stockholders to increase or decrease the number of shares of stock of any class that we are authorized to issue.

Indemnification; Limitation of Directors’ and Officers’ Liability

Our charter provides that we have the power, by our bylaws or by resolution of the board of directors, to indemnify directors, officers, employees and agents, provided that indemnification is consistent with applicable law. Our bylaws provide that we will indemnify, to the fullest extent permitted from time to time by applicable law, our directors, officers and employees and any person serving at our request as a director, officer or employee of another corporation or entity, who by reason of that status or service is or is threatened to be made a party to, or is otherwise involved in, any action, suit or proceeding. Our bylaws also provide that the board of directors may indemnify agents.  According to our bylaws, indemnification will be against all liability and loss suffered and expenses, including attorneys’ fees, judgments, fines, penalties and amounts paid in settlement, reasonably incurred by the indemnified person in connection with the proceeding. Our bylaws provide, however, that we will not be required to indemnify a person in connection with an action, suit or proceeding initiated by that person unless it was authorized by the board of directors. Our bylaws provide that we will pay or reimburse reasonable expenses in advance of final disposition of a proceeding and without requiring a preliminary determination of the ultimate entitlement to indemnification, provided that the individual seeking payment provides (a) a written affirmation of the individual’s good faith belief that the individual meets the standard of conduct necessary for indemnification under the laws of the State of Maryland, and (b) a written undertaking to repay the amount advanced if it is ultimately determined that the applicable standard of conduct has not been met. Our charter limits the liability of our officers and directors to us and our stockholders for money damages to the maximum extent permitted by Maryland law.

The MGCL permits a corporation to indemnify its directors, officers and certain other parties against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service to the corporation or at the corporation’s request, unless it is established that (i) the act or omission of the person was material to the matter giving rise to the proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty, or (ii) the person actually received an improper personal benefit in money, property or services, or (iii) in the case of any criminal proceeding, the person had reasonable cause to believe that the act or omission was unlawful. The MGCL does not permit indemnification in respect of any proceeding in which the person seeking indemnification is adjudged to be liable to the corporation. Further, a person may not be indemnified for a proceeding brought by that person against the corporation, except (i) for a proceeding brought to enforce indemnification or (ii) if the corporation’s charter or bylaws, a resolution of the board of directors or an agreement approved by the board of directors to which the corporation is a party expressly provides otherwise. Under the MGCL, reasonable expenses incurred by a director or officer who is a party to a proceeding may be paid or reimbursed by the corporation in advance of final disposition of the proceeding upon receipt by the corporation of (i) a written affirmation by the person of his or her good faith belief that the standard of conduct necessary for indemnification has been met and (ii) a written undertaking by or on behalf of the person to repay the amount if it shall ultimately be determined that the standard of conduct has not been met. The MGCL also requires a corporation (unless limited by the corporation’s charter) to indemnify a director or officer who is successful, on the merits or otherwise, in the defense of any proceeding against reasonable expenses incurred by the director in connection with the proceeding in which the director or officer has been successful. Our charter contains no such limitation. The MGCL permits a corporation to limit the liability of its officers and directors to the corporation or its stockholders for money damages, but may not include any provision that restricts or limits the liability of directors or officers to the corporation and its stockholders to the extent that (i) it is proved that the person actually received an improper benefit or profit in money, property or services; or (ii) a final judgment adverse to the person is entered based on a finding that the person’s act or omission was the result of active or deliberate dishonesty and was material to the cause of action adjudicated.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Provisions of Maryland Law

Business Combinations

Under Maryland law, certain “business combinations” between us and any person who beneficially owns, directly or indirectly, 10% or more of the voting power of our stock, an affiliate of ours who, at any time within the previous two years was the beneficial owner of 10% or more of the voting power of our stock (who the statute terms an “interested stockholder”), or an affiliate of an interested stockholder, are prohibited for five years after the most recent date on which the person became an interested stockholder. The business combinations that are subject to this law include mergers, consolidations, share exchanges or, in certain circumstances, asset transfers or issuances or reclassifications of equity securities. After the five-year period has elapsed, a proposed business combination with any such party must be recommended by the board of directors and approved by the affirmative vote of at least:

● 80% of the votes entitled to be cast by holders of our outstanding voting stock; and 

● two-thirds of the votes entitled to be cast by holders of the outstanding voting stock, excluding shares held by the interested stockholder,

unless, among other conditions, the stockholders receive a fair price, as defined by Maryland law, for their shares and the consideration is received in cash or in the same form as previously paid by the interested stockholder for its shares.

These provisions do not apply, however, to business combinations that the board of directors approves or exempts before the time that the interested stockholder becomes an interested stockholder. Our charter provides that these provisions do not apply to transactions between us and any person who owned 20% of the common stock of a predecessor to the company as of December 31, 1996, or such person’s affiliates. As of that date, only Mr. Charles J. Urstadt, former Chairman Emeritus of the company, owned that percentage of our common stock.

Our board of directors has from time to time authorized issuances of our stock to Mr. Willing L. Biddle, with the effect that he is not an interested stockholder and these provisions do not apply to transactions between us and Mr. Biddle or his affiliates. In addition, our board of directors has, by resolution, determined that the Maryland law provisions restricting business combinations will not be applicable to spouses, children and other descendants of Mr. Urstadt or Mr. Biddle and certain trusts created for their benefit, and any of their affiliates.

Control Share Acquisitions

Maryland law provides that “control shares” acquired in a “control share acquisition” have no voting rights unless approved by the affirmative vote of two-thirds of all votes entitled to be cast on the matter, excluding shares owned by the acquiror or by officers of ours or employees of ours who are also directors. “Control shares” are voting shares which, if aggregated with all other shares previously acquired by the acquiring person, or in respect of which the acquiring person is able to exercise or direct the exercise of voting power, other than by revocable proxy, would entitle the acquiring person to exercise voting power in electing directors within one of the following ranges of voting power:

● one-tenth or more but less than one-third; 

● one-third or more but less than a majority; or 

● a majority of all voting power.

Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A “control share acquisition” means the acquisition of ownership of, or the power to direct the voting power of control shares, subject to certain exceptions.

A person who has made or proposes to make a control share acquisition, upon satisfaction of certain conditions, including an undertaking to pay expenses, may compel our board of directors to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. If no request for a meeting is made, we may present the question at any stockholders’ meeting.

If voting rights are not approved at the stockholders’ meeting or if the acquiring person does not deliver the statement required by Maryland law, then, subject to certain conditions and limitations, we may redeem any or all of the control shares, except those for which voting rights have previously been approved, for fair value. Fair value is determined without regard to the absence of voting rights for the control shares and as of the date of the last control share acquisition or of any meeting of stockholders at which the voting rights of the shares were considered and not approved. If voting rights for control shares are approved at a stockholders’ meeting and the acquiror is then entitled to direct the exercise of a majority of all voting power, then all other stockholders may exercise appraisal rights. The fair value of the shares for purposes of these appraisal rights may not be less than the highest price per share paid by the acquiror in the control share acquisition. The control share acquisition statute does not apply to shares acquired in a merger, consolidation or share exchange if we are a party to the transaction, nor does it apply to acquisitions of our stock approved or exempted by our charter or bylaws.

Our bylaws exempt from the Maryland control share statute any and all acquisitions of our common stock or preferred stock by any person. The board of directors has the right, however, to amend the bylaws, to withdraw this exemption at any time in the future.

Dissolution Requirements

Maryland law generally permits the dissolution of a corporation if approved (a) first by the affirmative vote of a majority of the entire board of directors declaring such dissolution to be advisable and directing that the proposed dissolution be submitted for consideration at an annual or special meeting of stockholders, and (b) upon proper notice being given as to the purpose of the meeting, then by the stockholders of the corporation by the affirmative vote of two-thirds of all the votes entitled to be cast on the matter. Our charter reduces the required vote (as permitted by Maryland law) to a majority of the votes entitled to be cast on the matter.

Additional Provisions of Maryland Law

Maryland law also provides that Maryland corporations that are subject to the Exchange Act and have at least three outside directors can elect by resolution of the board of directors to be subject to some corporate governance provisions that may be inconsistent with the corporation’s charter and bylaws. Under the applicable statute, a board of directors may classify itself without the vote of stockholders. A board of directors classified in that manner cannot be altered by amendment to the charter of the corporation. Further, the board of directors may, by electing into applicable statutory provisions and notwithstanding the charter or bylaws:

● provide that a special meeting of stockholders will be called only at the request of stockholders, entitled to cast at least a majority of the votes entitled to be cast at the meeting; 

● reserve for itself the right to fix the number of directors; 

● provide that a director may be removed only by the vote of the holders of two-thirds of the stock entitled to vote; 

● retain for itself sole authority to fill vacancies created by the death, removal or resignation of a director; and 

● provide that all vacancies on the board of directors may be filled only by the affirmative vote of a majority of the remaining directors, in office, even if the remaining directors do not constitute a quorum.

In addition, a director elected to fill a vacancy under this provision will serve for the balance of the unexpired term and until a successor is elected and qualifies instead of until the next annual meeting of stockholders. A board of directors may implement all or any of these provisions without amending the charter or bylaws and without stockholder approval. A corporation may be prohibited by its charter or by resolution of its board of directors from electing any of the provisions of the statute. We are not prohibited from implementing any or all of the statute.

While certain of these provisions are already contemplated by our charter and bylaws, the law would permit our board of directors to override further changes to the charter or bylaws. If implemented, these provisions could discourage offers to acquire our common stock or Class A common stock and could increase the difficulty of completing an offer.

Under Maryland law, our board of directors may amend our charter without stockholder action to effect a reverse stock split with respect to any class of shares, provided the Board does not cause a combination of more than 10 shares of stock into one share in any 12-month period.

Under Maryland law, dissenting stockholders may have, subject to satisfying certain procedures, the right to demand and receive payment of the fair value of their shares of stock in connection with certain transactions (often referred to as appraisal rights). Under Maryland law, however, stockholders may not demand fair value of stock if the shares are listed on a national securities exchange. Holders of shares of any class of our stock that is listed on a national securities exchange, such as our common stock, Class A common stock and our Series H and K preferred stock, would be precluded from exercising appraisal rights and dissenting from extraordinary transactions, such as the merger of our company with or into another company or the sale of all or substantially all our assets.

Change of Control Agreements

We have entered into change of control agreements with certain of our senior executives pursuant to which each such executive would be entitled to certain termination benefits in the event that his or her employment is terminated by such executive for “Good Reason” or by the company without “Cause,” in each case within six months prior to, on the date of or within 18 months following a “Change in Control,” as defined in these agreements.  In the event an executive becomes eligible for termination benefits, such benefits would include a lump sum cash payment equal to two and one-half times the sum of (i) the executive’s annual base salary in effect immediately prior to the date of the executive’s termination of employment or, if greater, in effect immediately prior to the Change in Control, (ii) the annual cash bonus paid by the company to the executive in respect of the calendar year ending immediately prior to the date of the executive’s termination of employment, and (iii) the grant date value of the most recent annual equity award granted by the company to the executive prior to the date of the executive’s termination of employment. The company also would be obligated to maintain, for a period of up to 12 months, all life insurance, disability, 401(k) contribution, medical and other benefit programs to which the executive was previously entitled.  The executive’s unvested equity awards that are subject solely to time-based vesting conditions would become fully vested and nonforfeitable.  Each executive’s receipt of termination benefits are subject to the executive’s execution and non-revocation of a release of claims in favor of the company and compliance with the restrictive covenants set forth in the executive’s agreement.

Possible Anti-Takeover Effect of Certain Provisions of Our Charter and Bylaws, Maryland Law, Stockholder Rights Plan and Change of Control Agreements

Certain provisions of our charter and bylaws, certain provisions of Maryland law, our stockholder rights plan and our change of control agreements with our officers could have the effect of delaying or preventing a transaction or a change in of control that might involve a premium price for stockholders or that they otherwise may believe is desirable.

EX-21

EXHIBIT 21

SUBSIDIARIES OF THE COMPANY

323 Railroad Corp., a Connecticut Corporation

Airport Beverages, Inc., a Connecticut Corporation

Greens Farms Beverages, Inc., a Connecticut Corporation

McLean Plaza Associates, LLC, a New York Corporation

Pompton Lakes Towne Square Condominium Association, Inc., a New Jersey Corporation

Pompton Lakes Towne Square Urban Renewal Entity, LLC, a New Jersey Limited Liability Company

Pompton Lakes Towne Square Urban Renewal Entity II (Retail), LLC, a New Jersey Limited Liability Company

Ridgeway Beverages Inc., a Connecticut Corporation

Riverhead Spirits, Inc., a New York Corporation

Staples Plaza Self Storage, LLC, a Delaware Limited Liability Company

The Dock Self Storage, LLC, a Delaware Limited Liability Company

The Dock Wine and Liquors Inc., a Connecticut Corporation

Veterans Plaza Beverages, Inc. a Connecticut Corporation

UB 970 High Ridge, LLC, a Delaware Limited Liability Company

UB 1031 Parking, LLC, a New York Limited Liability Company

UB Bloomfield I, LLC, a Delaware Limited Liability Company

UB Boonton I, LLC, a Delaware Limited Liability Company

UB Brewster, LLC, a Delaware Limited Liability Company

UB Chestnut, LLC, a New Jersey Limited Liability Company

UB Clarkstown, LLC, a Delaware Limited Liability Company

UB Danbury, Inc., a Connecticut Corporation

UB Darien, Inc., a Connecticut Corporation

UB Derby I, LLC, a Delaware Limited Liability Company

UB Dockside, LLC, a Delaware Limited Liability Company

UB Dumont I, LLC, a Delaware Limited Liability Company

UB Eastchester Plaza, LLC, a Delaware Limited Liability Company

UB Fairfield Centre, LLC, a Delaware Limited Liability Company

UB Fort Lee I, LLC, a New Jersey Limited Liability Company

UB Greenwich I, LLC, a Connecticut Limited Liability Company

UB Greenwich II-OGCC, LLC, a Connecticut Limited Liability Company

UB Harrison I, LLC, a New York Limited Liability Company

UB High Ridge, LLC, a Delaware Limited Liability Company

UB High Ridge SPE, LLC, a Delaware Limited Liability Company

UB Ironbound GP, LLC, a Delaware Limited Liability Company

UB Ironbound, L.P., a Delaware Limited Partnership

UB Katonah, LLC, a New York Limited Liability Company

UB Kinnelon I, LLC, a New Jersey Limited Liability Company

UB Litchfield, LLC, a Delaware Limited Liability Company

UB McLean, LLC, a New York Limited Liability Company

UB Midland Park I, LLC, a New Jersey Limited Liability Company

UB Midway I, LLC, a Delaware Limited Liability Company

UB Midway II, LLC, a Delaware Limited Liability Company

UB New City I, LLC, a Delaware Limited Liability Company

UB New Milford, LLC, a Delaware Limited Liability Company

UB New Providence, LLC, a Delaware Limited Liability Company

UB Newfield Green, LLC, a Connecticut Limited Liability Company

UB New City I, LLC, a Delaware Limited Liability Company

UB NM Fairfield Plaza, LLC, a Delaware Limited Liability Company

UB Orangeburg, LLC, a Delaware Limited Liability Company

UB Passaic I, LLC, a Delaware Limited Liability Company

UB Pompton Lakes I, LLC, a New Jersey Limited Liability Company

UB Putnam, LLC, a Delaware Limited Liability Company

UB Railside, LLC, a Delaware Limited Liability Company

UB Riverhead I, LLC, a New York Limited Liability Company

UB Riverhead II, LLC, a New York Limited Liability Company

UB Rye LLC, a New York Limited Liability Company

UB Shelton Gas Pad, LLC, a Delaware limited liability company

UB Shelton Square, LLC, a Delaware limited liability company

UB Solar, Inc., a New Jersey Corporation

UB Solar SPE Yorktown, LLC, a Delaware Limited Liability Company

UB Somers, Inc., a New York Corporation

UB Stamford, L.P., a Delaware Limited Partnership

UB Stratford I, LLC, a Delaware Limited Liability Company

UB Tanglewood, LLC, a Delaware Limited Liability Company

UB Waldwick I, LLC, a Delaware Limited Liability Company

UB Wyckoff I, LLC, a New Jersey Limited Liability Company

UB Yorktown, LLC, a Delaware Limited Liability Company

EX-23

EXHIBIT 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statements ((i) Forms S-3 No. 33-57119, No. 333-64381, No. 333-115083, No. 333-157286, No. 333-165811, No. 333-239014, No. 333-239016 and No. 333-239021 and (ii) Forms S-8 No. 333-157283, No. 333-165807, No. 333-175405, No. 333-189326, No. 333-211960 and 333-230571)  of our reports dated January 12, 2023, with respect to the consolidated financial statements and schedule of Urstadt Biddle Properties Inc., and the effectiveness of internal control over financial reporting of Urstadt Biddle Properties Inc. included in this Annual Report (Form 10-K) for the year ended October 31, 2022.

/s/ PKF O'Connor Davies, LLP

New York, New York

January 12, 2023

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Willing L. Biddle, certify that:

1.          I have reviewed this annual report on Form 10-K of Urstadt Biddle Properties Inc.;

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

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

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

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

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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

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

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

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

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

Dated:  January 13, 2023	/s/ Willing L. Biddle
	Willing L. Biddle
	President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, John T. Hayes, certify that:

1.          I have reviewed this annual report on Form 10-K of Urstadt Biddle Properties Inc.;

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

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

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

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

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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

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

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

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

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

Dated:  January 13, 2023	/s/ John T. Hayes
	John T. Hayes
	Senior Vice President and Chief Financial Officer

EX-32

EXHIBIT 32

Certification

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

with Respect to the Annual Report on Form 10-K

for the Year ended October 31, 2022

of Urstadt Biddle Properties Inc

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

1. The Company’s Annual Report on Form 10-K for the year ended October 31, 2022 (the “Form 10-K”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and

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

Dated:  January 13, 2023	/s/ Willing L. Biddle
	Willing L. Biddle
	President and Chief Executive Officer

Dated:  January 13, 2023	/s/ John T. Hayes
	John T. Hayes
	Senior Vice President and Chief Financial Officer

The certification set forth above is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and should not be deemed to be filed under the Exchange Act by the Company or the certifying officers.

XML

Document and Entity Information - USD ($)	12 Months Ended
	Oct. 31, 2022	Jan. 06, 2023	Apr. 30, 2022
Entity Listings [Line Items]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Period End Date	Oct. 31, 2022
Current Fiscal Year End Date	--10-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Document Transition Report	false
Entity File Number	1-12803
Entity Registrant Name	URSTADT BIDDLE PROPERTIES INC
Entity Central Index Key	0001029800
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	04-2458042
Entity Address, Address Line One	321 Railroad Avenue
Entity Address, City or Town	Greenwich
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06830
City Area Code	203
Local Phone Number	863-8200
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Auditor Firm ID	127
Auditor Name	PKF O'Connor Davies, LLP
Auditor Location	New York, New York
Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, par value $.01 per share
Trading Symbol	UBP
Security Exchange Name	NYSE
Entity Public Float			$ 29,144,112
Entity Common Stock, Shares Outstanding		10,356,585
Class A Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $.01 per share
Trading Symbol	UBA
Security Exchange Name	NYSE
Entity Public Float			$ 511,650,893
Entity Common Stock, Shares Outstanding		28,968,153
5.875% Series K Cumulative Preferred Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	5.875% Series K Cumulative Preferred Stock
Trading Symbol	UBPPRK
Security Exchange Name	NYSE
Common Stock Rights to Purchase Preferred Shares [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock Rights to Purchase Preferred Shares
Trading Symbol	N/A
Security Exchange Name	NYSE
6.25% Series H Cumulative Preferred Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	6.25% Series H Cumulative Preferred Stock
Trading Symbol	UBPPRH
Security Exchange Name	NYSE
Class A Common Stock Rights to Purchase Preferred Shares [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Class A Common Stock Rights to Purchase Preferred Shares
Trading Symbol	N/A
Security Exchange Name	NYSE

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Oct. 31, 2022	Oct. 31, 2021
Real Estate Investments:
Real Estate - at cost	$ 1,190,356	$ 1,148,382
Less: Accumulated depreciation	(303,488)	(278,605)
Investment property, net	886,868	869,777
Investments in and advances to unconsolidated joint ventures	29,586	29,027
Total real estate investments	916,454	898,804
Cash and cash equivalents	14,966	24,057
Tenant receivables	22,889	23,806
Prepaid expenses and other assets	34,559	19,175
Deferred charges, net of accumulated amortization	8,458	8,010
Total Assets	997,326	973,852
Liabilities:
Revolving credit lines	30,500	0
Mortgage notes payable and other loans	302,316	296,449
Accounts payable and accrued expenses	5,399	11,443
Deferred compensation - officers	54	62
Other liabilities	23,205	22,599
Total Liabilities	361,474	330,553
Redeemable Noncontrolling Interests	61,550	67,395
Commitments and Contingencies
Stockholders' Equity:
Excess Stock, par value $0.01 per share; 20,000,000 shares authorized; none issued and outstanding	0	0
Additional Paid in Capital	511,471	528,713
Cumulative distributions in excess of net income	(179,754)	(170,493)
Accumulated other comprehensive income (loss)	17,191	(7,720)
Total Stockholders' Equity	574,302	575,904
Total Liabilities and Stockholders' Equity	997,326	973,852
6.25% Series H Cumulative Preferred Stock [Member]
Stockholders' Equity:
Cumulative Preferred Stock (liquidation preference of $25 per share)	115,000	115,000
5.875% Series K Cumulative Preferred Stock [Member]
Stockholders' Equity:
Cumulative Preferred Stock (liquidation preference of $25 per share)	110,000	110,000
Common Stock [Member]
Stockholders' Equity:
Common Stock, par value $.01 per share	104	103
Class A Common Stock [Member]
Stockholders' Equity:
Common Stock, par value $.01 per share	$ 290	$ 301

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Stockholders' Equity:
Excess stock, par value (in dollars per share)	$ 0.01	$ 0.01
Excess stock, shares authorized (in shares)	20,000,000	20,000,000
Excess stock, shares issued (in shares)	0	0
Excess stock, shares outstanding (in shares)	0	0
Common Stock [Member] | Common Stock [Member]
Stockholders' Equity:
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	30,000,000	30,000,000
Common stock, shares issued (in shares)	10,247,072	10,153,689
Common stock, shares outstanding (in shares)	10,247,072	10,153,689
Common Stock [Member] | Class A Common Stock [Member]
Stockholders' Equity:
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	28,963,433	30,073,807
Common stock, shares outstanding (in shares)	28,963,433	30,073,807
Preferred Stock [Member] | 6.25% Series H Cumulative Preferred Stock [Member]
Stockholders' Equity:
Preferred stock, dividend rate	6.25%	6.25%
Preferred stock, liquidation preference (in dollars per share)	$ 25	$ 25
Preferred stock, shares issued (in shares)	4,600,000	4,600,000
Preferred stock, shares outstanding (in shares)	4,600,000	4,600,000
Preferred Stock [Member] | 5.875% Series K Cumulative Preferred Stock [Member]
Stockholders' Equity:
Preferred stock, dividend rate	5.875%	5.875%
Preferred stock, liquidation preference (in dollars per share)	$ 25	$ 25
Preferred stock, shares issued (in shares)	4,400,000	4,400,000
Preferred stock, shares outstanding (in shares)	4,400,000	4,400,000

XML

CONSOLIDATED STATEMENTS OF INCOME - USD ($)	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2020
Revenues
Lease income	$ 137,660,000	$ 130,364,000	$ 120,941,000
Lease termination	721,000	967,000	705,000
Other	4,722,000	4,250,000	5,099,000
Total Revenues	143,103,000	135,581,000	126,745,000
Expenses
Property operating	25,124,000	22,938,000	19,542,000
Property taxes	23,700,000	23,674,000	23,464,000
Depreciation and amortization	29,799,000	29,032,000	29,187,000
General and administrative	9,934,000	8,985,000	10,643,000
Directors' fees and expenses	500,000	355,000	373,000
Total Operating Expenses	89,057,000	84,984,000	83,209,000
Operating Income	54,046,000	50,597,000	43,536,000
Non-Operating Income (Expense):
Interest expense	(13,175,000)	(13,087,000)	(13,508,000)
Equity in net income from unconsolidated joint ventures	1,397,000	1,323,000	1,433,000
Gain on sale of marketable securities	0	0	258,000
Interest, dividends and other investment income	239,000	231,000	398,000
Gain (loss) on sale of properties	767,000	11,864,000	(6,047,000)
Net Income	43,274,000	50,928,000	26,070,000
Noncontrolling interests:
Net income attributable to noncontrolling interests	(3,570,000)	(3,645,000)	(3,887,000)
Net income attributable to Urstadt Biddle Properties Inc.	39,704,000	47,283,000	22,183,000
Preferred stock dividends	(13,650,000)	(13,650,000)	(13,650,000)
Net Income Applicable to Common and Class A Common Stockholders	26,054,000	33,633,000	8,533,000
Common Stock [Member]
Noncontrolling interests:
Net Income Applicable to Common and Class A Common Stockholders	$ 5,790,000	$ 7,366,000	$ 1,849,000
Basic Earnings Per Share:
Per Common Share (in dollars per share)	$ 0.62	$ 0.8	$ 0.2
Diluted Earnings Per Share:
Per Common Share (in dollars per share)	$ 0.61	$ 0.79	$ 0.2
Class A Common Stock [Member]
Noncontrolling interests:
Net Income Applicable to Common and Class A Common Stockholders	$ 20,264,000	$ 26,267,000	$ 6,684,000
Basic Earnings Per Share:
Per Common Share (in dollars per share)	$ 0.69	$ 0.89	$ 0.23
Diluted Earnings Per Share:
Per Common Share (in dollars per share)	$ 0.68	$ 0.88	$ 0.22

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2020
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME [Abstract]
Net Income	$ 43,274	$ 50,928	$ 26,070
Other comprehensive income:
Change in unrealized gain (loss) on interest rate swaps	22,077	7,080	(6,546)
Change in unrealized gain (loss) on interest rate swaps-equity investees	2,834	906	(710)
Total comprehensive income	68,185	58,914	18,814
Comprehensive income attributable to noncontrolling interests	(3,570)	(3,645)	(3,887)
Total comprehensive income attributable to Urstadt Biddle Properties Inc.	64,615	55,269	14,927
Preferred stock dividends	(13,650)	(13,650)	(13,650)
Total comprehensive income applicable to Common and Class A Common Stockholders	$ 50,965	$ 41,619	$ 1,277

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2020
Cash Flows from Operating Activities:
Net Income	$ 43,274,000	$ 50,928,000	$ 26,070,000
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	29,799,000	29,032,000	29,187,000
Straight-line rent adjustment	(241,000)	2,396,000	(2,641,000)
Provisions for tenant credit losses	23,000	3,540,000	6,244,000
(Gain) on sale of marketable securities	0	0	(258,000)
Restricted stock compensation expense and other adjustments	3,677,000	3,909,000	5,448,000
Deferred compensation arrangement	(7,000)	41,000	(33,000)
(Gain) loss on sale of properties	(767,000)	(11,864,000)	6,047,000
Equity in net (income) of unconsolidated joint ventures	(1,397,000)	(1,323,000)	(1,433,000)
Distributions of operating income from unconsolidated joint ventures	1,397,000	1,323,000	1,433,000
Changes in operating assets and liabilities:
Tenant receivables	1,135,000	(3,796,000)	(6,715,000)
Accounts payable and accrued expenses	691,000	1,006,000	609,000
Other assets and other liabilities, net	167,000	(1,523,000)	(2,075,000)
Net Cash Flow Provided by Operating Activities	77,751,000	73,669,000	61,883,000
Cash Flows from Investing Activities:
Acquisitions of real estate investments	(35,671,000)	0	0
Deposits on acquisition of real estate investments	0	(10,000)	(1,030,000)
Return of deposits on real estate investments	0	500,000	530,000
Improvements to properties and deferred charges	(15,572,000)	(15,463,000)	(22,336,000)
Net proceeds from sale of properties	4,399,000	16,707,000	3,732,000
Purchases of securities available for sale	0	(955,000)	(6,983,000)
Proceeds from the sale of available for sale securities	0	0	7,240,000
Investment in note receivable		(1,738,000)	0
Proceeds from Sale and Collection of Mortgage Notes Receivable	409,000
Return of capital from unconsolidated joint ventures	2,203,000	514,000	27,000
Net Cash Flow Provided by/(Used in) Investing Activities	(44,232,000)	(445,000)	(18,820,000)
Cash Flows from Financing Activities:
Dividends paid - Common and Class A Common Stock	(37,263,000)	(29,025,000)	(30,018,000)
Dividends paid - Preferred Stock	(13,650,000)	(13,650,000)	(14,188,000)
Amortization payments on mortgage notes payable	(7,389,000)	(6,888,000)	(7,089,000)
Proceeds from mortgage note payable and other loans	46,000,000	39,238,000	0
Repayment of mortgage notes payable and other loans	(32,412,000)	(34,645,000)	0
Proceeds from revolving credit line borrowings	40,500,000	0	35,000,000
Sales of additional shares of Common and Class A Common Stock	197,000	148,000	149,000
Repayments on revolving credit line borrowings	(10,000,000)	(35,000,000)	0
Acquisitions of noncontrolling interests	(3,897,000)	(5,126,000)	(758,000)
Distributions to noncontrolling interests	(3,570,000)	(3,645,000)	(3,887,000)
Repurchase of shares of Class A Common Stock	(20,536,000)	(1,049,000)	0
Payment of taxes on shares withheld for employee taxes	(590,000)	(320,000)	(573,000)
Net proceeds from issuance of Preferred Stock	0	0	17,000
Redemption of preferred stock	0	0	(75,000,000)
Net Cash Flow Provided by (Used in) Financing Activities	(42,610,000)	(89,962,000)	(96,347,000)
Net Increase/(Decrease) In Cash and Cash Equivalents	(9,091,000)	(16,738,000)	(53,284,000)
Cash and Cash Equivalents at Beginning of Year	24,057,000	40,795,000	94,079,000
Cash and Cash Equivalents at End of Year	$ 14,966,000	$ 24,057,000	$ 40,795,000

XML

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Preferred Stock [Member] 6.25% Series H Preferred Stock [Member]	Preferred Stock [Member] 5.875% Series K Cumulative Preferred Stock [Member]	Common Stock [Member]	Common Stock [Member] Common Stock [Member]	Common Stock [Member] Class A Common Stock [Member]	Additional Paid In Capital [Member]	Cumulative Distributions in Excess of Net Income [Member]	Cumulative Distributions in Excess of Net Income [Member] Common Stock [Member]	Cumulative Distributions in Excess of Net Income [Member] Class A Common Stock [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Total	Common Stock [Member]	Class A Common Stock [Member]
Balances - October 31, 2020 at Oct. 31, 2019	$ 115,000	$ 110,000		$ 101	$ 299	$ 520,988	$ (158,213)			$ (8,451)	$ 579,724
Balance (in shares) at Oct. 31, 2019	4,600,000	4,400,000		9,963,751	29,893,241
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income applicable to Common and Class A common stockholders							8,533				8,533	$ 1,849	$ 6,684
Change in unrealized (loss) on interest rate swap										(7,256)	(7,256)
Cash dividends paid :
Common stock			$ (6,923)					$ (6,923)	$ (23,095)				(23,095)
Issuance of shares under dividend reinvestment plan				$ 0	$ 0	149					149
Issuance of shares under dividend reinvestment plan (in shares)				4,451	6,837
Shares issued under restricted stock plan				$ 1	$ 1	(2)					0
Shares issued under restricted stock plan (in shares)				105,450	120,800
Shares withheld for employee taxes (in shares)					(23,873)
Shares withheld for employee taxes					$ 0	(573)					(573)
Forfeiture of restricted stock					$ 0	0					0
Forfeiture of restricted stock (in shares)					(700)
Restricted stock compensation and other adjustment						5,465					5,465
Adjustments to redeemable noncontrolling interests							15,047				15,047
Balances - January 31, 2021 at Oct. 31, 2020	$ 115,000	$ 110,000		$ 102	$ 300	526,027	(164,651)			(15,707)	571,071
Balance (in shares) at Oct. 31, 2020	4,600,000	4,400,000		10,073,652	29,996,305
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income applicable to Common and Class A common stockholders							33,633				33,633	7,366	26,267
Change in unrealized (loss) on interest rate swap										7,987	7,987
Cash dividends paid :
Common stock								(6,756)	(22,269)			(6,756)	(22,269)
Issuance of shares under dividend reinvestment plan				$ 0	$ 0	148					148
Issuance of shares under dividend reinvestment plan (in shares)				3,341	5,355
Shares issued under restricted stock plan				$ 1	$ 1	(2)					0
Shares issued under restricted stock plan (in shares)				105,850	125,800
Shares withheld for employee taxes (in shares)					(23,249)
Shares withheld for employee taxes					$ 0	(319)					(319)
Forfeiture of restricted stock					$ 0	0					0
Forfeiture of restricted stock (in shares)					(1,250)
Restricted stock compensation and other adjustment						3,908					3,908
Repurchase of common stock				$ 0	$ 0	(1,049)					(1,049)
Repurchase of common stock (in shares)				(29,154)	(29,154)
Adjustments to redeemable noncontrolling interests							(10,450)				(10,450)
Balances - January 31, 2021 at Oct. 31, 2021	$ 115,000	$ 110,000		$ 103	$ 301	528,713	(170,493)			(7,720)	575,904
Balance (in shares) at Oct. 31, 2021	4,600,000	4,400,000		10,153,689	30,073,807
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income applicable to Common and Class A common stockholders							26,054				26,054	5,790	20,264
Change in unrealized (loss) on interest rate swap										24,911	24,911
Cash dividends paid :
Common stock								$ (8,805)	$ (28,458)			$ (8,805)	$ (28,458)
Issuance of shares under dividend reinvestment plan				$ 0	$ 0	197					197
Issuance of shares under dividend reinvestment plan (in shares)				3,600	7,538
Shares issued under restricted stock plan				$ 1	$ 1	(2)					0
Shares issued under restricted stock plan (in shares)				109,500	149,000
Shares withheld for employee taxes (in shares)					(27,680)
Shares withheld for employee taxes					$ 0	(590)					(590)
Forfeiture of restricted stock					$ 0	0					0
Forfeiture of restricted stock (in shares)					(36,300)
Restricted stock compensation and other adjustment						3,677					3,677
Repurchase of common stock				$ 0	$ (12)	(20,524)					(20,536)
Repurchase of common stock (in shares)				(19,717)	(1,202,932)
Adjustments to redeemable noncontrolling interests							1,948				1,948
Balances - January 31, 2021 at Oct. 31, 2022	$ 115,000	$ 110,000		$ 104	$ 290	$ 511,471	$ (179,754)			$ 17,191	$ 574,302
Balance (in shares) at Oct. 31, 2022	4,600,000	4,400,000		10,247,072	28,963,433

XML

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2020
Preferred Stock [Member] | 6.25% Series H Preferred Stock [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Preferred stock, dividend rate	6.25%	6.25%	6.25%
Preferred Stock [Member] | 5.875% Series K Cumulative Preferred Stock [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Preferred stock, dividend rate	5.875%	5.875%	5.875%
Common Stock [Member] | Common Stock [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock, dividends per share declared (in dollars per share)	$ 0.858	$ 0.664	$ 0.6875
Common Stock [Member] | Class A Common Stock [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock, dividends per share declared (in dollars per share)	$ 0.95	$ 0.74	$ 0.77

XML

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Oct. 31, 2022

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(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, 2022, the Company owned or had equity interests in 77 properties containing a total of 5.3 million square feet of gross leasable area ("GLA").

COVID-19 Pandemic

On March 11, 2020, the novel coronavirus disease (“COVID-19”) was declared a pandemic (“COVID-19 pandemic”) by the World Health Organization as the disease spread throughout the world.  During March 2020, measures to prevent the spread of COVID-19 were initiated, with federal, state and local government agencies issuing regulatory orders enforcing social distancing and limiting certain business operations and group gatherings in order to further prevent the spread of COVID-19.  While these regulatory orders vary by state and have changed over time, as of October 31, 2022 most of our tenants’ businesses are operating normally. We have seen foot traffic, retail activity and general business conditions for most of our tenants essentially return to pre-pandemic levels. The pandemic is still ongoing, however, with existing and new variants making the situation difficult to predict.

Principles of Consolidation and Use of Estimates

The accompanying consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and joint ventures in which the Company meets certain criteria of a sole general partner in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 810, "Consolidation." The Company has determined that such joint ventures should be consolidated into the consolidated financial statements of the Company. In accordance with ASC Topic 970-323, "Real Estate-General-Equity Method and Joint Ventures;" joint ventures that the Company does not control but otherwise exercises significant influence in, are accounted for under the equity method of accounting. See Note 6 for further discussion of the unconsolidated joint ventures. All significant intercompany transactions and balances have been eliminated in consolidation.

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

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 2022 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, 2022.  As of October 31, 2022, the fiscal tax years 2018 through and including 2021 remain open to examination by the Internal Revenue Service.  There are currently no federal tax examinations in progress.

Acquisitions of Real Estate Investments and Capitalization Policy

Acquisition of Real Estate Investments:

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

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

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

An acquired process is considered substantive if:

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

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

• The process is considered unique or scarce.

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

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

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

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

Capitalization Policy:

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

Depreciation and Amortization

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

Sale of Investment Property and Property Held for Sale

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

In March 2022, the Company sold its free-standing restaurant property located in Unionville, CT (the "Unionville Property") to an unrelated third party for a sale price of $950,000, as that property no longer met the Company's investment objectives.  In accordance with ASC Topic 606, "Contracts with Customers," and ASC Topic 610-20 "Gains and Losses from the Derecognition of Nonfinancial Assets," the Company recorded a gain on sale in the amount of $204,000, which gain is included in continuing operations in its consolidated income statements for the year ended October 31, 2022, when the Company's performance obligation was met, the transfer of the property's title to the buyer and when consideration was received from the buyer for that performance obligation.

In February 2022, the Company sold its free-standing restaurant property located in Bloomfield, NJ (the "Bloomfield Property") to an unrelated third party for a sale price of $1.8 million, as that property no longer met the Company's investment objectives.  In accordance with ASC Topic 606, "Contracts with Customers," and ASC Topic 610-20 "Gains and Losses from the Derecognition of Nonfinancial Assets," the Company recorded a gain on sale in the amount of $544,000, which gain is included in continuing operations in its consolidated income statements for the year ended October 31, 2022, when the Company's performance obligation was met, the transfer of the property's title to the buyer and when consideration was received from the buyer for that performance obligation.

In September 2021, the Company entered into a purchase and sale agreement to sell its property located in Chester, NJ (the "Chester Property"), to an unrelated third party for a sale price of $1.96 million as that property no longer met its investment objectives.  In accordance with ASC Topic 360-10-45, the property met all the criteria to be classified as held for sale in the fourth quarter of fiscal 2021, and accordingly the Company recorded a loss on property held for sale of $342,000, which loss was included in continuing operations in the consolidated statement of income for the year ended October 31, 2021. The amount of the loss represented the net carrying amount of the property over the fair value of the asset less estimated cost to sell.  The net book value of the Chester Property was insignificant to financial statement presentation and as a result the Company did not include the asset as held for sale on its consolidated balance sheet at October 31, 2021.  In December 2021, the Chester Property sale was completed and the Company realized an additional loss on sale of property of $7,000, which loss will be included in continuing operations in the consolidated statement of income for the year ended October 31, 2022.

In June 2021, the Company sold its property located in Newington, NH (the "Newington Property") to an unrelated third party for a sale price of $13.4 million as that property no longer met the Company's investment objectives.  In accordance with ASC Topic 606, "Contracts with Customers," and ASC Topic 610-20 "Gains and Losses from the Derecognition of Nonfinancial Assets," the Company recorded a gain on sale in the amount of $11.8 million, which gain is included in continuing operations in its consolidated income statements for the year ended October 31, 2021, when the Company's performance obligation was met, the transfer of the property's title to the buyer and when consideration was received from the buyer for that performance obligation.

In March 2021, the Company sold its property located in Hillsdale, NJ (the "Hillsdale Property") to an unrelated third party for a sale price of $1.3 million, as that property no longer met the Company's investment objectives.  In accordance with ASC Topic 606, "Contracts with Customers," and ASC Topic 610-20 "Gains and Losses from the Derecognition of Nonfinancial Assets," the Company recorded a gain on sale in the amount of $435,000, which gain is included in continuing operations in its consolidated income statements for the year ended October 31, 2021, when the Company's performance obligation was met, the transfer of the property's title to the buyer and when consideration was received from the buyer for that performance obligation.

In January 2020, the Company entered into a purchase and sale agreement, subject to certain conditions, to sell a 29,000 square foot portion of its property located in Pompton Lakes, NJ (the "Pompton Lakes Property") to an unrelated third party for a sale price of $2.8 million.  In accordance with ASC Topic 360-10-45, that portion of the property met all the criteria to be classified as held for sale in September of fiscal 2020, and accordingly the Company recorded a loss on property held for sale of $5.7 million, which loss was included in continuing operations in the consolidated statement of income for the year ended October 31, 2020. The amount of the loss represented the net carrying amount of that portion of the property over the fair value of that portion of the asset less estimated cost to sell.  In December 2020, the sale of that portion of the property was completed.

In January 2020, the Company sold for $1.3 million its retail property located in Carmel, NY (the "Carmel Property"), as that property no longer met the Company's investment objectives.  In conjunction with the sale, the Company realized a loss on sale of the Carmel property in the amount of $242,000, which loss is included in continuing operations in the consolidated statement of income for the year ended October 31, 2020.

The combined operating results of the Unionville Property, the Bloomfield Property, the Chester Property, the Newington Property, the Hillsdale Property, the Carmel Property and the sold portion of the Pompton Lakes property, which are included in continuing operations, were as follows (amounts in thousands):

	Year Ended October 31,
	2022			2021			2020
Revenues	$	54		$	1,125		$	2,024
Property operating expense		(26	)		(456	)		(573	)
Depreciation and amortization		(14	)		(132	)		(528	)
Net Income	$	14		$	537		$	923

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 $5,316,000 and $4,994,000 as of October 31, 2022 and 2021, 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.  As of October 31, 2022, management does not believe that the value of any of its real estate investments is impaired.

Lease Income, Revenue Recognition and Tenant Receivables

Lease Income:

The Company accounts for lease income in accordance with ASC Topic 842, "Leases."

The Company's existing leases are generally classified as operating leases. However, certain longer-term leases (both lessee and lessor leases) may be classified as direct financing or sales type leases, which may result in selling profit and an accelerated pattern of earnings recognition.

The Company leases space to tenants under agreements with varying terms that generally provide for fixed payments of base rent, with designated increases over the term of the lease. Some of the lease agreements contain provisions that provide for additional rents based on tenants' sales volume ("percentage rent"). Percentage rents are recognized when the tenants achieve the specified targets as defined in their lease agreements. Additionally, most all lease agreements contain provisions for reimbursement of the tenants' share of actual real estate taxes, insurance and Common Area Maintenance ("CAM") costs (collectively, "Recoverable Costs") incurred.

Lease terms generally range from 1 to 5 years for tenant spaces under 10,000 square feet (“Shop Space”) and in excess of 5 years for spaces greater than 10,000 square feet (“Anchor Spaces”). Many leases also provide the option for the tenants to extend their lease beyond the initial term of the lease. If the tenants do not exercise renewal options and the leases mature, the tenants must relinquish their space so it can be leased to a new tenant, which generally involves some level of cost to prepare the space for re-leasing. These costs are capitalized and depreciated over the shorter of the life of the subsequent lease or the life of the improvement.

CAM is a non-lease component of the lease contract under ASC Topic 842, and therefore would be accounted for under ASC Topic 606, "Revenue from Contracts with Customers," and presented separate from lease income in the accompanying consolidated statements of income, based on an allocation of the overall contract price, which is not necessarily the amount that would be billable to the tenants for CAM reimbursements per the terms of the lease contract. As the timing and pattern of providing the CAM service to the tenant is the same as the timing and pattern of the tenants' use of the underlying lease asset, the Company, in accordance with ASC Topic 842, combines CAM with the remaining lease components, along with tenants' reimbursement of real estate taxes and insurance, and recognize them together as lease income in the accompanying consolidated statements of income.

Lease income for operating leases with fixed payment terms is recognized on a straight-line basis over the expected term of the lease for all leases for which collectability is considered probable at the commencement date. At lease commencement, the Company expects that collectability is probable for all of its leases due to the Company’s credit checks on tenants and other creditworthiness analysis undertaken before entering into a new lease; therefore, income from all operating leases is initially recognized on a straight-line basis.  Lease income each period is reduced by amounts considered uncollectable on a lease-by-lease basis, with any changes in collectability assessments recognized as a current period adjustment to lease income. For operating leases in which collectability of lease income is not considered probable, lease income is recognized on a cash basis and all previously recognized uncollected lease income, including straight-line rental income, is reversed in the period in which the lease income is determined not to be probable of collection.

The Company, as a lessor, may only defer as initial direct costs the incremental costs of a tenant operating lease that would not have been incurred if the lease had not been obtained. These costs generally include third-party broker payments, which are capitalized to deferred costs in the accompanying consolidated balance sheets and amortized over the expected term of the lease to depreciation and amortization expense in the accompanying consolidated statements of income.

COVID-19 Pandemic

From the onset of COVID-19 through October 31, 2022, the Company has completed 290 lease modifications, consisting of base rent deferrals totaling $4.0 million and rent abatements totaling $4.7 million.  Through October 31, 2022, the Company has received repayment of approximately $3.7 million of the base rent deferrals.

In April 2020,  in response to the COVID-19 pandemic, the FASB staff issued guidance that it would be acceptable for entities to make an election to account for lease concessions related to the effects of the COVID-19 pandemic consistent with how those concessions would be accounted for under Topic 842, as if enforceable rights and obligations for those concessions existed (regardless of whether those enforceable rights and obligations for the concessions explicitly exist in the lease contract). Consequently, for concessions related to the effects of the COVID-19 pandemic, an entity will not have to analyze each lease contract to determine whether enforceable rights and obligations for concessions exist in the lease contract and may elect to apply or not apply the lease modification guidance in Topic 842 to those contracts.

This election is available for concessions related to the effects of the COVID-19 pandemic that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee. For example, this election is available for concessions that result in the total payments required by the modified contract being substantially the same as or less than total payments required by the original contract. The FASB staff expects that reasonable judgment will be exercised in making those determinations.

Most concessions will provide a deferral of payments with no substantive changes to the consideration in the original lease contract. A deferral affects the timing, but the amount of the consideration is substantially the same as that required by the original lease contract. The FASB staff expects that there will be multiple ways to account for those deferrals, none of which the staff believes are preferable over others. The Company has made the election not to analyze each lease contract, and believes that, based on FASB guidance, the appropriate way to account for the concessions as described above is to account for such concessions as if no changes to the lease contracts were made. Under that accounting, a lessor would increase its lease receivable (straight-line rents receivable) and would continue to recognize income during the deferral period, assuming that the collectability of the future rents under the lease contract are considered collectable.  If it is determined that the future rents of any lease contract are not collectable, the Company would treat that lease contract on a cash basis as defined in ASC Topic 842.

When collection of substantially all lease payments during the lease term is not considered probable, total lease revenue is limited to the lesser of revenue recognized under accrual accounting or cash received. Determining the probability of collection of substantially all lease payments during a lease term requires significant judgment. This determination is impacted by numerous factors, including our assessment of the tenant’s credit worthiness, economic conditions, tenant sales productivity in that location, historical experience with the tenant and tenants operating in the same industry, future prospects for the tenant and the industry in which it operates, and the length of the lease term. If leases currently classified as probable are subsequently reclassified as not probable, any outstanding lease receivables (including straight-line rent receivables) would be written-off with a corresponding decrease in lease income.

Revenue Recognition

In those instances in which the Company funds tenant improvements and the improvements are deemed to be owned by the Company, revenue recognition on operating leases 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.

Lease termination amounts are recognized in operating revenues when there is a signed termination agreement, all of the conditions of the agreement have been met, the tenant is no longer occupying the property and the termination consideration is probable of collection. Lease termination amounts are paid by tenants who want to terminate their lease obligations before the end of the contractual term of the lease by agreement with the Company. There is no way of predicting or forecasting the timing or amounts of future lease termination fees. Interest income is recognized as it is earned. Gains or losses on disposition of properties are recorded when the criteria for recognizing such gains or losses under U.S. GAAP have been met.

Percentage rent is recognized when a specific tenant’s sales breakpoint is achieved.

Tenant Receivables

During the early days of the pandemic, the actions taken by federal, state and local governments to mitigate the spread of COVID-19, initially by ordering closures of non-essential businesses and ordering residents to generally stay at home, and subsequent phased re-openings resulted in many of our tenants temporarily or even permanently closing their businesses, and for some, it has impacted their ability to pay rent.

As a result, in accordance with ASC Topic 842, we revised our collectability assumptions for many of our tenants that were most significantly impacted by COVID-19. This amount includes changes in our collectability assessments for certain tenants in our portfolio from probable to not probable, which requires that revenue recognition for those tenants be converted to cash-basis accounting, with previously uncollected billed rents reversed in the current period.  From the beginning of the COVID-19 pandemic through the end of our second quarter of fiscal 2021, we converted 89 tenants to cash-basis accounting in accordance with ASC Topic 842.

We did not convert any additional tenants to cash-basis accounting in the second half of fiscal 2021 or the fiscal year ended October 31, 2022.  As of October 31, 2022, 34 of the 89 tenants that were previously converted to cash-basis are no longer tenants in the Company's properties.  In addition, when one of the Company’s tenants is converted to cash-basis accounting in accordance with ASC Topic 842, all previously recorded straight-line rent receivables need to be reversed in the period that the tenant is converted to cash-basis revenue recognition. In the fiscal year ended October 31, 2021, the Company reversed straight-line rent revenue in the amount of $1.3 million related to tenants converted to cash-basis revenue recognition. The Company did not reverse any straight-line rent revenue in the fiscal year ended October 31, 2022, as no tenants were converted to cash-basis revenue recognition in that period.

During the fiscal years ended October 31, 2022 and 2021, we restored 10 and 13 of the original 89 tenants, respectively, to accrual-basis revenue recognition as those tenants paid all of their billed rents for six consecutive months and have no significant unpaid billings at the time of restoration to accrual basis accounting.  When a tenant is restored to accrual-basis revenue recognition, the Company records revenue on the straight-line basis.  As such, the Company restored straight-line rent revenue in the fiscal years ended October 31, 2022 and 2021 in the amounts of $57,000 and $582,000, respectively, for these tenants.

As of October 31, 2022, the Company is recording lease income on a cash basis for approximately 3.7% of our tenants in accordance with ASC Topic 842.

During the fiscal year ended October 31,  2021, we recognized collectability adjustments totaling $4.2 million. The Company did not have any significant collectability adjustments in the fiscal year ended October 31, 2022.

At October 31, 2022 and October 31, 2021, $19,895,000 and $19,670,000, respectively, have been recognized as straight-line rents receivable (representing the current cumulative rents recognized prior to when billed and collectible as provided by the terms of the leases), all of which is included in tenant receivables in the accompanying consolidated financial statements.

The Company provides an allowance for doubtful accounts against the portion of tenant receivables that is estimated to be uncollectable.  Such allowances are reviewed periodically.  At October 31, 2022 and October 31, 2021, tenant receivables in the accompanying consolidated balance sheets are shown net of allowances for doubtful accounts of $6,213,600 and $7,469,000, respectively.  Included in the aforementioned allowance for doubtful accounts is an amount for future tenant credit losses of approximately 10% of the deferred straight-line rents receivable which is estimated to be uncollectable.

Cash Equivalents

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

Marketable Securities

Marketable equity securities are carried at fair value based upon quoted market prices in active markets.

In March 2020, the Company purchased REIT securities in the amount of $7.0 million.  In May 2020, the Company sold all of its REIT securities for $7.3 million and realized a gain on sale of $258,000, which is included in the consolidated statement of income for the year ended October 31, 2020.

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, 2022, 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, 2022, the Company had approximately $155.7 million in secured mortgage financings subject to interest rate swaps. Such interest rate swaps converted the LIBOR or Secured Overnight Financing Rate (“SOFR”)-based variable rates on the mortgage financings to a fixed annual rate of 3.74% per annum.  As of October 31, 2022 and 2021, the Company had a deferred liability of  $0 and $6.7 million, respectively, (included in accounts payable and accrued expenses on the consolidated balance sheets) relating to the fair value of the Company’s interest rate swaps applicable to secured mortgages. As of October 31, 2022 and 2021, the Company had a deferred assets of  $15.9 million and $515,000, respectively, (included in other assets on the consolidated balance sheets) relating to the fair value of the Company’s interest rate swaps applicable to secured mortgages.

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

Comprehensive Income

Comprehensive income is comprised of net income applicable to Common and Class A Common stockholders and other comprehensive income (loss). Other comprehensive income (loss) includes items that are otherwise recorded directly in stockholders’ equity, such as unrealized gains and losses on interest rate swaps designated as cash flow hedges, including the Company's share from entities accounted for under the equity method of accounting. At October 31, 2022, accumulated other comprehensive income consisted of net unrealized gains on interest rate swap agreements of $17.2 million, inclusive of the Company's share of accumulated comprehensive income from joint ventures accounted for by the equity method of accounting.  At October 31, 2021, accumulated other comprehensive loss consisted of net unrealized losses on interest rate swap agreements of $7.7 million inclusive of the Company's share of accumulated comprehensive income/(loss) from joint ventures accounted for by the equity method of accounting. Unrealized gains and losses included in other comprehensive income/(loss) will be reclassified into earnings when gains and losses are realized.

Concentration of Credit Risk

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

Earnings Per Share

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

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

	Year Ended October 31,
	2022			2021			2020
Numerator
Net income applicable to common stockholders – basic	$	5,790		$	7,366		$	1,849
Effect of dilutive securities:
Restricted stock awards		187			190			34
Net income applicable to common stockholders – diluted	$	5,977		$	7,556		$	1,883
Denominator
Denominator for basic EPS-weighted average common shares		9,326			9,244			9,144
Effect of dilutive securities:
Restricted stock awards		455			364			241
Denominator for diluted EPS – weighted average common equivalent shares		9,781			9,608			9,385
Numerator
Net income applicable to Class A common stockholders – basic	$	20,264		$	26,267		$	6,684
Effect of dilutive securities:
Restricted stock awards		(187	)		(190	)		(34	)
Net income applicable to Class A common stockholders – diluted	$	20,077		$	26,077		$	6,650
Denominator
Denominator for basic EPS – weighted average Class A common shares		29,481			29,576			29,506
Effect of dilutive securities:
Restricted stock awards		196			177			70
Denominator for diluted EPS – weighted average Class A common equivalent shares		29,677			29,753			29,576

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.  In certain cases as defined in the participant agreements, the vesting of stock awards can be accelerated, which will result in the Company charging to compensation expense the remaining unamortized restricted stock compensation related to those stock 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,
	2022			2021			2020
Ridgeway Revenues		10.1	%		10.4	%		11.2	%
All Other Property Revenues		89.9	%		89.6	%		88.8	%
Consolidated Revenue		100.0	%		100.0	%		100.0	%

	Year Ended October 31,
	2022			2021
Ridgeway Assets		6.5	%		6.3	%
All Other Property Assets		93.5	%		93.7	%
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, 2022, 2021 and 2020.

	Year Ended October 31,
	2022			2021			2020
Ridgeway Percent Leased		98	%		92	%		92	%

	Year Ended October 31,
Ridgeway Significant Tenants (by base rent):	2022			2021			2020
The Stop & Shop Supermarket Company		21	%		21	%		20	%
Bed, Bath & Beyond		15	%		15	%		14	%
Marshall’s Inc., a division of the TJX Companies		11	%		11	%		10	%
All Other Tenants at Ridgeway (Note 2)		53	%		53	%		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, 2022
Income Statement (In Thousands):	Ridgeway		All Other Operating Segments		Total Consolidated
Revenues	$	14,448	$	128,655	$	143,103
Operating Expenses	$	4,553	$	44,271	$	48,824
Interest Expense	$	1,603	$	11,572	$	13,175
Depreciation and Amortization	$	2,200	$	27,599	$	29,799
Income from Continuing Operations	$	6,092	$	37,182	$	43,274

	Year Ended October 31, 2021
	Ridgeway		All Other Operating Segments		Total Consolidated
Revenues	$	14,167	$	121,414	$	135,581
Operating Expenses	$	4,495	$	42,117	$	46,612
Interest Expense	$	1,632	$	11,455	$	13,087
Depreciation and Amortization	$	2,238	$	26,794	$	29,032
Income from Continuing Operations	$	5,802	$	45,126	$	50,928

	Year Ended October 31, 2020
	Ridgeway		All Other Operating Segments		Total Consolidated
Revenues	$	14,180	$	112,565	$	126,745
Operating Expenses	$	4,424	$	38,582	$	43,006
Interest Expense	$	1,673	$	11,835	$	13,508
Depreciation and Amortization	$	2,494	$	26,693	$	29,187
Income from Continuing Operations	$	5,589	$	20,481	$	26,070

Reclassification

Certain fiscal 2020 and 2021 amounts have been reclassified to conform to current period presentation.

New Accounting Standards

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848).” ASU No. 2020-04 contains practical expedients for reference rate-reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU No. 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the three months ended April 30, 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

The Company has evaluated all other new ASU's issued by FASB, and has concluded that these updates do not have a material effect on the Company's consolidated financial statements as of October 31, 2022.

XML

REAL ESTATE INVESTMENTS

12 Months Ended

Oct. 31, 2022

REAL ESTATE INVESTMENTS [Abstract]

REAL ESTATE INVESTMENTS

(2) REAL ESTATE INVESTMENTS

The Company's investments in real estate, net of depreciation, were composed of the following at October 31, 2022 and 2021 (in thousands):

	Consolidated Investment Properties		Unconsolidated Joint Ventures		2022 Totals		2021 Totals
Retail	$	880,256	$	29,586	$	909,842	$	891,921
Office		6,612		-		6,612		6,883
Total	$	886,868	$	29,586	$	916,454	$	898,804

The Company's investments at October 31, 2022 consisted of equity interests in 77 properties.  The 77 properties are located 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 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.

XML

INVESTMENT PROPERTIES

12 Months Ended

Oct. 31, 2022

INVESTMENT PROPERTIES [Abstract]

INVESTMENT PROPERTIES

(3) INVESTMENT PROPERTIES

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

	October 31,
	2022			2021
Land	$	245,844		$	235,233
Buildings and improvements		944,512			913,149
		1,190,356			1,148,382
Accumulated depreciation		(303,488	)		(278,605	)
	$	886,868		$	869,777

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.

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, 2022.

Significant Investment Property Acquisition Transactions

In February 2022, the Company purchased Shelton Square shopping center, and in July 2022 exercised an option to purchase a pad site adjacent to the shopping center (collectively, "Shelton"), for an aggregate of $36 million (exclusive of closing costs).  Shelton is a 188,000 square foot grocery-anchored shopping center located in Shelton, CT. The Company funded the purchase with available cash, borrowings on our unsecured revolving credit facility (the "Facility") and proceeds from mortgage borrowings.

The Company accounted for the purchase of Shelton as an asset acquisition and allocated the total consideration transferred for the acquisition, including transaction costs, to the individual assets and liabilities acquired on a relative fair value basis.

The financial information set forth below summarizes the Company’s purchase price allocation of the cash consideration paid on a relative fair value basis (Level 3 of the fair value hierarchy) for Shelton during the year ended October 31, 2022 (in thousands).

	Shelton
Assets:
Land	$	11,484
Building and improvements	$	21,803
In-place leases	$	2,285
Above market leases	$	1,179
Liabilities:
In-place leases	$	-
Below market leases	$	1,081

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 are amortized as an expense over the terms of the respective leases.

For the fiscal year ended October 31, 2022,  2021 and 2020, the net amortization of above-market and below-market leases was approximately $972,000, $570,000 and $706,000, respectively, which is included in base rents in the accompanying consolidated statements of income.

In Fiscal 2022, the Company incurred costs of approximately $15.6 million related to capital improvements and leasing costs to its properties.

XML

MORTGAGE NOTES PAYABLE, BANK LINES OF CREDIT AND OTHER LOANS

12 Months Ended

Oct. 31, 2022

MORTGAGE NOTES PAYABLE, BANK LINES OF CREDIT AND OTHER LOANS

MORTGAGE NOTES PAYABLE AND BANK LINES OF CREDIT AND OTHER LOANS

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

At October 31, 2022, the Company has mortgage notes payable and other loans that are due in installments over various periods to fiscal 2037.  The mortgage loans bear interest at rates ranging from 3.1% to 5.6% and are collateralized by real estate investments having a net carrying value of approximately $491.5 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
2023	$	-	$	7,612	$	7,612
2024		18,711		7,738		26,449
2025		82,277		5,206		87,483
2026		7,751		5,189		12,940
2027		39,104		4,229		43,333
Thereafter		113,440		11,059		124,499
	$	261,283	$	41,033	$	302,316

The Company has a $125 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 agents).  The Facility gives the Company the option, under certain conditions, to increase the Facility's borrowing capacity to $175 million (subject to lender approval).  The maturity date of the Facility is March 29, 2024, 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 the Eurodollar rate plus 1.45% to 2.20% or The Bank of New York Mellon's prime lending rate plus 0.45% to 1.20% based on consolidated total indebtedness, as defined.  The Company pays a quarterly commitment fee on the unused commitment amount of 0.15% to 0.25% based on outstanding borrowings during the year. 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, including preferred stock, and additionally require the Company to maintain certain debt coverage ratios. The Company was in compliance with such covenants at October 31, 2022. The Facility includes market standard provisions for determining the benchmark replacement rate for LIBOR.

As of October 31, 2022, $94 million was available to be drawn on the Facility.

During the fiscal year ended October 31, 2022, the Company borrowed $40.5 million on its Facility to fund capital improvements to our properties, property acquisitions and for general corporate purposes.  During the fiscal years ended October 31, 2022 and 2021, the Company re-paid $10.0 million and $35.0 million, respectively, on its Facility with available cash, and proceeds from mortgage refinancings.

In March 2022, the Company repaid with available cash its existing $3.1 million first mortgage secured by Van Houten Farms shopping center in Passaic, NJ.

In February 2022, the Company refinanced its existing $22.8 million first mortgage secured by The Dock Shopping Center in Stratford, CT.  The new mortgage has a principal balance of $35.0 million, a term of 10 years, and requires payments of principal and interest at a variable rate based on the SOFR, plus an applicable spread.  Concurrent with entering into the mortgage, the Company entered into an interest rate swap agreement with the lender as the counterparty, which converts the variable rate based on SOFR to a fixed rate of interest of 3.05% per annum.

In December 2021, the Company refinanced its existing $6.5 million first mortgage secured by the Boonton Acme shopping center located in Boonton, NJ.  The new mortgage has a principal balance of $11.0 million, a term of 10 years, and requires payments of principal and interest at a fixed rate of 3.45%.

In October 2021, the Company refinanced its existing $16.4 million first mortgage secured by Village Shopping Center in New Providence, NJ.  The new mortgage has a principal balance of $21.0 million, has a term of 10 years, and requires payments of principal and interest at a fixed rate of 3.50%

Interest paid in the years ended October 31, 2022, 2021 and 2020 was approximately $12.6 million, $13.0 million and $13.3 million, respectively.

XML

CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS

12 Months Ended

Oct. 31, 2022

CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS [Abstract]

CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS

(5) CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS

The Company has an investment in four joint ventures, 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 ("High Ridge"), which owns three commercial real estate properties.  The Company has evaluated its investment in these four 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:

Orangeburg

The Company, through a wholly-owned subsidiary, is the managing member and owns a 43.8% interest in Orangeburg, which owns a drug store-anchored shopping center. The other member (non-managing) of Orangeburg is the prior owner of the contributed property who, in exchange for contributing the net assets of the property, received units of Orangeburg equal to the value of the contributed property less the value of the assigned first mortgage payable. The Orangeburg operating agreement provides for the non-managing member to receive an annual cash distribution equal to the regular quarterly cash distribution declared by the Company for one share of the Company’s Class A Common stock, which amount is attributable to each unit of Orangeburg ownership. The annual cash distribution is paid from available cash, as defined, of Orangeburg. The balance of available cash, if any, is fully distributable to the Company. Upon liquidation, proceeds from the sale of Orangeburg assets are to be distributed in accordance with the operating agreement. The non-managing member is not obligated to make any additional capital contributions to the partnership. Orangeburg has a defined termination date of December 31, 2097.  Since purchasing this property, the Company has made additional investments in the amount of $6.8 million in Orangeburg and as a result as of October 31, 2022 its ownership percentage has increased to 43.8% from approximately 2.92% at inception.

McLean

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.

High Ridge

The Company is the managing member and owns a 29.2% interest in High Ridge.  The Company's initial investment was $5.5 million, and the Company has purchased additional interests totaling $11.1 million and contributed $1.5 million in additional equity to the venture through October 31, 2022.  High Ridge, either directly or through a wholly-owned subsidiary, owns three commercial real estate properties, High Ridge Shopping Center ("High Ridge Center"), a grocery-anchored shopping center, and two single tenant commercial retail properties, one leased to JP Morgan Chase and one leased to CVS.  Two properties are located in Stamford, CT and one property is located in Greenwich, CT.  High Ridge Center is a shopping center anchored by a Trader Joe's grocery store.  The properties were contributed to the new entities by the former owners who received units of ownership of High Ridge equal to the value of properties contributed less liabilities assumed.  The High Ridge operating agreement provides for the non-managing members to receive an annual cash distribution, currently equal to 5.22% of their invested capital.

Dumont

The Company is the managing member and owns a 37.8% interest in Dumont. The Company's initial investment was $3.9 million, and the Company has purchased additional interests totaling $798,000 through October 31, 2022.  Dumont owns a retail and residential real estate property, which retail portion is anchored by a Stop & Shop grocery store.  The property is located in Dumont, NJ.  The property was contributed to the new entity by the former owners who received units of ownership of Dumont equal to the value of contributed property less liabilities assumed.   The Dumont operating agreement provides for the non-managing members to receive an annual cash distribution, currently equal to 5.03% of their invested capital.

New City

In March 2022, the Company redeemed the remaining noncontrolling interests in New City for $502,000. After the redemption, the Company's ownership of New City increased from 84.3% to 100%. New City owns a single tenant retail real estate property located in New City, NY, which is leased to a savings bank.  In addition, New City rents certain parking spaces on the property to the owner of an adjacent grocery-anchored shopping center.

Noncontrolling interests:

The Company accounts for noncontrolling interests in accordance with ASC Topic 810, “Consolidation.” Because the limited partners or noncontrolling members in Orangeburg, McLean, 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 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, 2022 and 2021, the Company increased/(decreased) the carrying value of the non-controlling interests by $(1.9) million and $10.5 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,
	2022			2021
Beginning Balance	$	67,395		$	62,071
Partial Redemption of High Ridge Noncontrolling Interest		(2,681	)		(5,126	)
Redemption of New City Noncontrolling Interest		(502	)		-
Partial Redemption of Dumont Noncontrolling Interest		(168	)		-
Redemption of UB Rye, LLC Noncontrolling Interest		(546	)		-
Change in Redemption Value		(1,948	)		10,450
Ending Balance	$	61,550		$	67,395

XML

INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES

12 Months Ended

Oct. 31, 2022

INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES [Abstract]

INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES

(6) INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES

At October 31, 2022 and 2021, 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,
	2022		2021
Chestnut Ridge Shopping Center (50%)	$	11,617	$	12,188
Gateway Plaza (50%)		5,858		6,845
Putnam Plaza Shopping Center (66.67%)		4,952		3,231
Midway Shopping Center, L.P. (11.792%)		3,647		3,982
Applebee's at Riverhead (50%)		2,789		2,058
81 Pondfield Road Company (20%)		723		723
Total	$	29,586	$	29,027

Chestnut Ridge

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

Gateway Plaza and Applebee's at Riverhead

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

On July 1, 2022, Gateway refinanced its existing $10.8 million non-recourse first mortgage loan prior to the original maturity date and incurred a prepayment penalty of $220,000, which was paid to the prior lender at the date of repayment.  The new $14.0 million mortgage loan matures on July 1, 2032 and requires payments of interest only for the first 7 years at a rate equal to the SOFR plus 1.75% and then requires payments of principal and interest for the duration of the loan.  Concurrent with entering into the mortgage, Gateway entered into an interest rate swap agreement, which converts the variable rate based on SOFR to a fixed interest rate of 4.07% per annum for the term of the mortgage note.

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 $17.7 million. The mortgage requires monthly payments of principal and interest at a fixed rate of 4.81% and will mature in 2028.

Midway Shopping Center, L.P.

The Company, through a wholly-owned subsidiary, owns an 11.792% equity interest in Midway Shopping Center L.P. (“Midway”), which owns a 247,000 square foot grocery-anchored shopping center in Westchester County, New York. Although the Company only has an 11.792% equity interest in Midway, it controls 25% of the voting power of Midway, and as such, has determined that it exercises significant influence over the financial and operating decisions of Midway but does not control the venture and accounts for its investment in Midway under the equity method of accounting.

The Company has allocated the $7.4 million excess of the carrying amount of its investment in and advances to Midway over the Company's share of Midway's net book value to real property and is amortizing the difference over the property's estimated useful life of 39 years. The remaining unamortized balance at October 31, 2022 is $5.1 million.

Midway currently has a non-recourse first mortgage payable in the amount of $23.7 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 Variable Interest Entities ("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.

XML

LEASES

12 Months Ended

Oct. 31, 2022

LEASES [Abstract]

LEASES

(7) LEASES

Lessor Accounting

The Company's Lease income is comprised of both fixed and variable income, as follows:

Fixed lease income includes stated amounts per the lease contract, which are primarily related to base rent. Income for these amounts is recognized on a straight-line basis.

Variable lease income includes recoveries from tenants, which represents amounts that tenants are contractually obligated to reimburse the Company for the tenants’ portion of Recoverable Costs.  Generally, the Company’s leases provide for the tenants to reimburse the Company for Recoverable Costs based on the tenants’ share of the actual costs incurred in proportion to the tenants’ share of leased space in the property.

The following table provides a disaggregation of lease income recognized during the years ended October 31, 2022, 2021 and 2020, under ASC Topic 842, "Leases," as either fixed or variable lease income based on the criteria specified in ASC Topic 842 (in thousands):

	October 31,
	2022			2021			2020
Operating lease income:
Fixed lease income (Base Rent)	$	102,587		$	98,918		$	98,678
Variable lease income (Recoverable Costs)		34,067			35,090			28,889
Other lease related income, net:
Above/below market rent amortization		972			570			706
Uncollectable amounts in lease income		(13	)		(1,529	)		(3,916	)
ASC Topic 842 cash basis lease income reversal		47			(2,685	)		(3,416	)
Total lease income	$	137,660		$	130,364		$	120,941

Future minimum rents under non-cancelable operating leases for the next five years and thereafter, excluding variable lease payments, are as follows (in thousands):

Fiscal Year Ending
2023 (a)	$	95,060
2024		85,624
2025		73,713
2026		64,768
2027		56,057
Thereafter		229,029
Total	$	604,251

 (a) The amounts above are based on existing leases in place at October 31, 2022.

XML

STOCKHOLDERS' EQUITY

12 Months Ended

Oct. 31, 2022

STOCKHOLDERS' EQUITY [Abstract]

STOCKHOLDERS' EQUITY

(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 6.25% Series H Senior Cumulative Preferred Stock (the "Series H Preferred Stock") is nonvoting, has no stated maturity and is redeemable for cash at $25 per share at the Company's option on or after September 18, 2022. The holders of our Series H Preferred Stock have general preference rights with respect to liquidation and quarterly distributions. Except under certain conditions, holders of the Series H Preferred Stock will not be entitled to vote on most matters.  In the event of a cumulative arrearage equal to six quarterly dividends, holders of Series H Preferred Stock, together with all of the Company's other Series of preferred stock (voting as a single class without regard to series) will have the right to elect two additional members to serve on the Company's Board of Directors until the arrearage has been cured. Upon the occurrence of a Change of Control, as defined in the Company's Articles of Incorporation, the holders of the Series H Preferred Stock will have the right to convert all or part of the shares of Series H Preferred Stock held by such holder on the applicable conversion date into a number of the Company's shares of Class A common stock. Underwriting commissions and costs incurred in connection with the sale of the Series H Preferred Stock are reflected as a reduction of additional paid in capital.

The 5.875% Series K Senior Cumulative Preferred Stock ("Series K 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 1, 2024. The holders of our Series K Preferred Stock have general preference rights with respect to liquidation and quarterly distributions. Except under certain conditions, holders of the Series K Preferred Stock will not be entitled to vote on most matters. In the event of a cumulative arrearage equal to six quarterly dividends, holders of Series K Preferred Stock, together with all of the Company's other series of preferred stock (voting as a single class without regard to series) will have the right to elect two additional members to serve on the Company's Board of Directors until the arrearage has been cured. Upon the occurrence of a Change of Control, as defined in the Company's Articles of Incorporation, the holders of the Series K Preferred Stock will have the right to convert all or part of the shares of Series K 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 K Preferred Stock are reflected as a reduction of additional paid in capital.

Common Stock

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

The following tables set forth the dividends declared per Common share and Class A Common share and tax status for Federal income tax purposes of the dividends paid during the fiscal years ended October 31, 2022 and 2021:

	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 14, 2022	$	0.2145	$	0.20704	$	0.00426	$	0.00319	$	0.2375	$	0.22924	$	0.004721	$	0.00354
April 14, 2022	$	0.2145	$	0.20704	$	0.00426	$	0.00319	$	0.2375	$	0.22924	$	0.004721	$	0.00354
July 15, 2022	$	0.2145	$	0.20704	$	0.00426	$	0.00319	$	0.2375	$	0.22924	$	0.004721	$	0.00354
October 14, 2022	$	0.2145	$	0.20704	$	0.00426	$	0.00319	$	0.2375	$	0.22924	$	0.004721	$	0.00354
	$	0.858	$	0.82816	$	0.01704	$	0.01276	$	0.95	$	0.91696	$	0.018884	$	0.01416

	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, 2021	$	0.125	$	0.10924	$	0.01576	$	-	$	0.14	$	0.12235	$	0.01765	$	-
April 16, 2021	$	0.125	$	0.10924	$	0.01576	$	-	$	0.14	$	0.12235	$	0.01765	$	-
July 16, 2021	$	0.207	$	0.18090	$	0.02610	$	-	$	0.23	$	0.20100	$	0.02900	$	-
October 15, 2021	$	0.207	$	0.18090	$	0.02610	$	-	$	0.23	$	0.20100	$	0.02900	$	-
	$	0.664	$	0.58028	$	0.08372	$	-	$	0.74	$	0.64670	$	0.09330	$	-

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 2022, the Company issued 3,600 shares of Common Stock and 7,538 shares of Class A Common Stock (3,341 shares of Common Stock and 5,355 shares of Class A Common Stock in fiscal 2021) through the DRIP.  As of October 31, 2022, there remained 322,469 shares of Common Stock and 368,003 shares of Class A Common Stock available for issuance under the DRIP.

The Company has adopted a stockholder rights plan, pursuant to which each holder of Common Stock received a Common Stock right and each holder of Class A Common Stock received a Class A Common Stock right.  The rights are not exercisable until the Distribution Date and will expire on November 11, 2028, unless earlier redeemed by the Company.   If the rights become exercisable, each holder of a Common Stock right will be entitled to purchase from the Company one one hundredth of a share of Series I Participating Preferred Stock, and each holder of a Class A Common Stock right will be entitled to purchase from the Company one one hundredth of a share of Series J Participating Preferred Stock, in each case, at a price of $85, subject to adjustment.  The “Distribution Date” will be the earlier to occur of the close of business on the tenth business day following:  (a) a public announcement that an acquiring person has acquired beneficial ownership of 10% or more of the total combined voting power of the outstanding Common Stock and Class A Common Stock, or (b) the commencement of a tender offer or exchange offer that would result in the beneficial ownership of 30% or more of the combined voting power of the outstanding Common Stock and Class A Common Stock, number of outstanding Common Stock, or the number of outstanding Class A Common Stock. Thereafter, if certain events occur, holders of Common Stock and Class A Common Stock, other than the acquiring person, will be entitled to purchase shares of Common Stock and Class A Common Stock, respectively, of the Company having a value equal to 2 times the exercise price of the right.

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

Stock Repurchase

Following its initial December 2013 authorization, in June 2017, our Board of Directors re-approved a share repurchase program ("Prior Repurchase Program") for the repurchase of up to 2,000,000 shares, in the aggregate, of Common Stock and Class A Common Stock in open market transactions.  For year ended October 31, 2022, the Company repurchased  716,934 shares of Class A Common Stock at an average price per share of $17.56 and 12,877 shares of Common Stock at an average price per share of $17.80 under the Prior Repurchase Program. For  the year ended October 31, 2021, the Company repurchased  29,154 shares of Class A Common Stock at an average price per share of $19.15 and 29,154 shares of Common Stock at an average price per share of $16.76 under the Prior Repurchase Program.

On October 3, 2022, our Board of Directors re-approved a new share repurchase program (“Current Repurchase Program”) for the repurchase of up to 2,000,000 shares, in the aggregate, of Common Stock and Class A Common Stock in open market transactions. The Current Repurchase Program was announced on October 3, 2022 and has no set expiration date.  The timing and actual number of shares purchased under the program depend upon marketplace conditions and other factors.  For the year ended October 31, 2022, the Company repurchased 485,998 shares of Class A Common stock at an average price per share of $17.07 and 6,840 shares of Common stock at an average price per share of $17.91 under the Current Repurchase Program.

In addition, from November 1, 2022 to December 19, 2022, the Company repurchased 116,016 shares of Class A Common Stock at an average price per share of $18.39 and 287 shares of Common Stock at an average price per share of $18.40 under the Current Repurchase Program through a Rule 10b5-1(c)(1) agreement entered into between the Company and its broker Deutsche Bank Securities Inc.

As of the date of this report, the Company has purchased 602,014 shares of Class A Common Stock and 7,127 Shares of Common Stock under the Current Repurchase Program.  From the inception of all repurchase programs, the Company has purchased 2,268,093 shares of Class A Common Stock and 53,758 shares of Common stock.

XML

STOCK COMPENSATION AND OTHER BENEFIT PLANS

12 Months Ended

Oct. 31, 2022

STOCK COMPENSATION AND OTHER BENEFIT PLANS [Abstract]

STOCK COMPENSATION AND OTHER BENEFIT PLANS

(9) STOCK COMPENSATION AND OTHER BENEFIT PLANS

Restricted Stock Plan

The Company has a Restricted Stock Plan, as amended (the "Plan") that provides a form of equity compensation for employees of the Company.  The Plan, which is administered by the Company's compensation committee, authorizes grants of up to an aggregate of 5,500,000 shares of the Company’s common equity consisting of 350,000 Common shares, 350,000 Class A Common shares and 4,800,000 shares, which at the discretion of the compensation committee, may be awarded in any combination of Class A Common shares or Common shares.

In fiscal 2022, the Company awarded 109,500 shares of Common Stock and 149,000 shares of Class A Common Stock to participants in the Plan. The grant date fair value of restricted stock grants awarded to participants in 2022 was approximately $5.2 million. As of October 31, 2022, there was $12.4 million of unamortized restricted stock compensation related to non-vested restricted stock grants awarded under the Plan. The remaining unamortized expense is expected to be recognized over a weighted average period of 4.6 years. For the years ended October 31, 2022, 2021 and 2020, amounts charged to compensation expense totaled $3,657,000, $3,938,000 and $5,523,000, respectively. The year ended October 31, 2020 amount charged to compensation expense includes $1.4 million related to the accelerated vesting of previously unamortized restricted stock compensation as the result of the death of our Chairman Emeritus, Charles J. Urstadt, in March 2020.

A summary of the status of the Company's non-vested restricted stock awards as of October 31, 2022, and changes during the year ended October 31, 2022 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, 2021		927,800		$	17.08		521,700		$	20.12
Granted		109,500		$	18.47		149,000		$	21.32
Vested		(103,100	)	$	18.30		(87,100	)	$	23.45
Forfeited		-		$	-		(36,300	)	$	19.49
Non-vested at October 31, 2022		934,200		$	17.11		547,300		$	19.96

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 $277,000, $267,000 and $253,000 in each of the three years ended October 31, 2022, 2021 and 2020, 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.

XML

FAIR VALUE MEASUREMENTS

12 Months Ended

Oct. 31, 2022

FAIR VALUE MEASUREMENTS [Abstract]

FAIR VALUE MEASUREMENTS

(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 (level 1), contractual redemption prices per share as stated in governing agreements (level 2) or unobservable inputs considering the assumptions that market participants would make in pricing the obligations (level 3). The level 3 inputs used include an estimate of the fair value of the cash flow generated by the limited partnership or limited liability company in which the investor owns the joint venture units capitalized at prevailing market rates for properties with similar characteristics or located in similar areas.

The fair values of interest rate swaps are determined using widely accepted valuation techniques, including discounted cash flow analysis, on the expected cash flows of each derivative. The analysis reflects the contractual terms of the swaps, including the period to maturity, and uses observable market-based inputs, including interest rate curves ("significant other observable inputs.") The fair value calculation also includes an amount for risk of non-performance using "significant unobservable inputs" such as estimates of current credit spreads to evaluate the likelihood of default. The Company has concluded, as of October 31, 2022 and 2021, 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, 2022 and 2021 (amounts in thousands):

	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
October 31, 2022
Assets:
Interest Rate Swap Agreements	$	15,856	$	-	$	15,856	$	-
Liabilities:
Redeemable noncontrolling interests	$	61,550	$	11,979	$	49,571	$	-
October 31, 2021
Assets:
Interest Rate Swap Agreements	$	515	$	-	$	515	$	-
Liabilities:
Interest Rate Swap Agreements	$	6,735	$	-	$	6,735	$	-
Redeemable noncontrolling interests	$	67,395	$	20,283	$	46,566	$	546

Fair Value of Financial Instruments

The carrying values of cash and cash equivalents, 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 $278 million and $300 million at October 31, 2022 and October 31, 2021, 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, 2021, 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.

XML

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Oct. 31, 2022

COMMITMENTS AND CONTINGENCIES [Abstract]

COMMITMENTS AND CONTINGENCIES

(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, 2022, the Company had commitments of approximately $10.5 million for tenant-related obligations.

XML

SUBSEQUENT EVENTS

12 Months Ended

Oct. 31, 2022

SUBSEQUENT EVENTS [Abstract]

SUBSEQUENT EVENTS

(12) SUBSEQUENT EVENTS

On December 14, 2022, the Board of Directors of the Company declared cash dividends of $0.2250 for each share of Common Stock and $0.2500 for each share of Class A Common Stock.  The dividends are payable on January 14, 2023 to stockholders of record on January 5, 2023. The Board of Directors also ratified the actions of the Company’s compensation committee authorizing awards of 109,800 shares of Common Stock and 151,750 shares of Class A Common Stock to certain officers, directors and employees of the Company effective January 3, 2023, pursuant to the Company’s restricted stock plan.  The fair value of the shares awarded totaling $4.9 million will be charged to expense over the requisite service periods (see Note 1).

XML

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

12 Months Ended

Oct. 31, 2022

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION [Abstract]

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

URSTADT BIDDLE PROPERTIES INC.

October 31, 2022

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	$	-		$	505	$	708	$	2,146	$	2,854	$	1,020	2001	31.5
Greenwich, CT		-		488			1,139		-			570		488		1,709		2,197		932	2000	31.5
Greenwich, CT		-		570			2,359		-			1,281		570		3,640		4,210		1,911	1998	31.5
Greenwich, CT		-		199			795		(1)			565		198		1,360		1,558		780	1993	31.5
Greenwich, CT		-		111			444		1			321		112		765		877		438	1994	31.5
		-		2,076			6,378		-			3,242		2,076		9,620		11,696		5,081
Retail Properties:
Bronxville, NY		-		60			239		95			770		155		1,009		1,164		317	2009	39
Yonkers, NY		-		30			121		183			734		213		855		1,068		286	2009	39
Yonkers, NY		-		30			121		85			342		115		463		578		155	2009	39
New Milford, CT		-		2,114			8,456		110			887		2,224		9,343		11,567		3,409	2008	39
New Milford, CT		-		4,492			17,967		166			3,521		4,658		21,488		26,146		7,380	2010	39
Newark, NJ		9,601		5,252			21,023		-			2,233		5,252		23,256		28,508		8,927	2008	39
Waldwick, NJ		-		1,266			5,064		-			41		1,266		5,105		6,371		1,942	2007	39
Emerson NJ		68		3,633			14,531		-			1,949		3,633		16,480		20,113		6,736	2007	39
Pelham, NY		-		1,694			6,843		-			149		1,694		6,992		8,686		2,941	2006	39
Stratford, CT		34,143		10,173			40,794		3,928			27,901		14,101		68,695		82,796		26,255	2005	39
Yorktown Heights, NY		-		5,786			23,221		-			16,271		5,786		39,492		45,278		14,102	2005	39
Rye, NY		-		909			3,637		-			293		909		3,930		4,839		1,882	2004	39
Rye, NY		-		483			1,930		-			106		483		2,036		2,519		956	2004	39
Rye, NY		-		239			958		-			64		239		1,022		1,261		486	2004	39
Rye, NY		-		695			2,782		-			20		695		2,802		3,497		1,335	2004	39
Somers, NY		-		4,318			17,268		-			594		4,318		17,862		22,180		8,761	2003	39
Westport, CT		-		2,076			8,305		-			896		2,076		9,201		11,277		4,542	2003	39
Orange, CT		-		2,320			10,564		-			6,180		2,320		16,744		19,064		6,993	2003	39
Stamford, CT		44,324		17,964			71,859		2			4,708		17,966		76,567		94,533		38,841	2002	39
Danbury, CT		-		2,459			4,566		-			1,118		2,459		5,684		8,143		3,111	2002	39
Briarcliff, NY		-		2,222			5,185		1,234			8,763		3,456		13,948		17,404		4,997	2001	40
Somers, NY		-		1,833			7,383		-			4,578		1,833		11,961		13,794		6,127	1999	31.5
Briarcliff, NY		-		380			1,531		-			300		380		1,831		2,211		998	1999	40
Briarcliff, NY		13,492		2,300			9,708		2			2,567		2,302		12,275		14,577		7,015	1998	40
Ridgefield, CT		-		900			3,793		291			3,515		1,191		7,308		8,499		3,207	1998	40
Darien, CT		23,433		4,260			17,192		-			1,023		4,260		18,215		22,475		10,572	1998	40
Eastchester, NY		-		1,500			6,128		-			2,855		1,500		8,983		10,483		5,113	1997	31
Danbury, CT		-		3,850			15,811		-			1,462		3,850		17,273		21,123		11,394	1995	31.5
Carmel, NY		-		1,488			5,973		-			428		1,488		6,401		7,889		4,221	1995	31.5
Somers, NY		-		821			2,600		-			1,051		821		3,651		4,472		2,237	1992	31.5
Wayne, NJ		17,137		2,492			9,966		-			7,412		2,492		17,378		19,870		9,410	1992	31
Katonah, NY		-		1,704			6,816		-			455		1,704		7,271		8,975		2,241	2010	39
Fairfield, CT		-		3,393			13,574		153			1,236		3,546		14,810		18,356		4,366	2011	39
New Milford, CT		-		2,168			8,672		-			612		2,168		9,284		11,452		2,606	2011	39
Eastchester, NY		-		1,800			7,200		78			607		1,878		7,807		9,685		2,147	2012	39
Orangetown, NY		6,097		3,200			12,800		30			7,767		3,230		20,567		23,797		5,110	2012	39
Greenwich, CT		4,061		1,600			6,401		28			755		1,628		7,156		8,784		1,876	2013	39
Various		-		223			893		-			-		223		893		1,116		219	2013	39
Greenwich, CT		5,065		1,998			7,994		53			331		2,051		8,325		10,376		2,033	2013	39
New Providence, NJ		20,364		6,970			27,880		463			3,004		7,433		30,884		38,317		7,903	2013	39
Bethel, CT		-		1,800			7,200		(18)			828		1,782		8,028		9,810		1,650	2014	39
Bloomfield, NJ		-		2,201			8,804		218			2,390		2,419		11,194		13,613		2,404	2014	39
Boonton, NJ		10,605		3,670			14,680		14			493		3,684		15,173		18,857		3,394	2014	39
Yonkers, NY		5,000		3,060			12,240		333			1,432		3,393		13,672		17,065		2,797	2014	39
Greenwich, CT		6,997		3,223			12,893		6			347		3,229		13,240		16,469		2,757	2014	40
Greenwich, CT		13,582		6,257			25,029		27			1,157		6,284		26,186		32,470		5,416	2014	40
Midland Park, NJ		18,301		8,740			34,960		(44)			907		8,696		35,867		44,563		7,431	2015	39
Pompton Lakes, NJ		-		8,140			32,560		(1,869)			(979)		6,271		31,581		37,852		5,293	2015	39
Wyckoff, NJ		7,265		3,490			13,960		17			344		3,507		14,304		17,811		2,911	2015	39
Kinnelon, NJ		9,670		4,540			18,160		(28)			3,980		4,512		22,140		26,652		6,289	2015	39
Fort Lee, NJ		-		798			3,192		(14)			(55)		784		3,137		3,921		597	2015	39
Harrison, NY		-		2,000			8,000		(10)			1,410		1,990		9,410		11,400		1,665	2015	39
Stamford, CT		19,810		12,686			32,620		-			1,667		12,686		34,287		46,973		5,484	2016	39
Stamford, CT		-		3,691			9,491		-			93		3,691		9,584		13,275		1,504	2016	39
Derby, CT		-		651			7,652		-			286		651		7,938		8,589		1,217	2017	39
Passaic, NJ		-		2,039			5,616		1			1,568		2,040		7,184		9,224		1,218	2017	39
Stamford, CT (HRC)		9,093		17,178			43,677		189			1,221		17,367		44,898		62,265		6,485	2017	39
Stamford, CT (HRChase)		-		2,376			1,458		-			-		2,376		1,458		3,834		209	2017	39
Old Greenwich , CT (HRCVS)		1,006		2,295			2,700		-			4		2,295		2,704		4,999		388	2017	39
Waldwick, NJ		-		2,761			5,571		1			315		2,762		5,886		8,648		806	2017	39
Dumont, NJ		8,989		6,646			15,341		3			440		6,649		15,781		22,430		2,141	2017	39
Ridgefield, CT		-		293			2,782		-			480		293		3,262		3,555		477	2017	39
Yonkers, NY		-		7,525			5,920		1			350		7,526		6,270		13,796		744	2017	39
New City, NY		-		2,494			631		12			4		2,506		635		3,141		72	2017	39
Brewster, NY		11,050		4,106			10,620		2,789			3,383		6,895		14,003		20,898		1,490	2019	39
Shelton, CT		-		11,484			21,804		-			19		11,484		21,823		33,307		419	2022	39
		299,153		235,239			795,310		8,529			139,582		243,768		934,892		1,178,660		298,407
Total	$	299,153	$	237,315		$	801,688	$	8,529		$	142,824	$	245,844	$	944,512	$	1,190,356	$	303,488

URSTADT BIDDLE PROPERTIES INC.

October 31, 2022

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED

(In thousands)

	Year Ended October 31,
NOTES:	2022			2021			2020
(a) RECONCILIATION OF REAL ESTATE-OWNED SUBJECT TO OPERATING LEASES
Balance at beginning of year	$	1,148,382		$	1,149,182		$	1,141,770
Property improvements during the year		15,219			14,391			24,443
Properties acquired during the year		33,288			-			-
Properties sold during the year		(4,596	)		(6,258	)		(11,335	)
Property assets fully depreciated and written off		(1,937	)		(8,933	)		(5,696	)
Balance at end of year (e)	$	1,190,356		$	1,148,382		$	1,149,182
(b) RECONCILIATION OF ACCUMULATED DEPRECIATION
Balance at beginning of year	$	278,605		$	261,325		$	241,154
Provision during the year charged to income (d)		27,715			27,494			27,438
Property sold during the year		(895	)		(1,281	)		(1,571	)
Property assets fully depreciated and written off		(1,937	)		(8,933	)		(5,696	)
Balance at end of year	$	303,488		$	278,605		$	261,325

(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 $932 million at October 31, 2022.

XML

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

12 Months Ended

Oct. 31, 2022

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

Principles of Consolidation and Use of Estimates

Principles of Consolidation and Use of Estimates

The accompanying consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and joint ventures in which the Company meets certain criteria of a sole general partner in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 810, "Consolidation." The Company has determined that such joint ventures should be consolidated into the consolidated financial statements of the Company. In accordance with ASC Topic 970-323, "Real Estate-General-Equity Method and Joint Ventures;" joint ventures that the Company does not control but otherwise exercises significant influence in, are accounted for under the equity method of accounting. See Note 6 for further discussion of the unconsolidated joint ventures. All significant intercompany transactions and balances have been eliminated in consolidation.

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

Federal Income Taxes

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 2022 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, 2022.  As of October 31, 2022, the fiscal tax years 2018 through and including 2021 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

Acquisitions of Real Estate Investments and Capitalization Policy

Acquisition of Real Estate Investments:

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

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

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

An acquired process is considered substantive if:

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

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

• The process is considered unique or scarce.

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

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

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

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

Capitalization Policy:

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

Depreciation and Amortization

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

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 2022, the Company sold its free-standing restaurant property located in Unionville, CT (the "Unionville Property") to an unrelated third party for a sale price of $950,000, as that property no longer met the Company's investment objectives.  In accordance with ASC Topic 606, "Contracts with Customers," and ASC Topic 610-20 "Gains and Losses from the Derecognition of Nonfinancial Assets," the Company recorded a gain on sale in the amount of $204,000, which gain is included in continuing operations in its consolidated income statements for the year ended October 31, 2022, when the Company's performance obligation was met, the transfer of the property's title to the buyer and when consideration was received from the buyer for that performance obligation.

In February 2022, the Company sold its free-standing restaurant property located in Bloomfield, NJ (the "Bloomfield Property") to an unrelated third party for a sale price of $1.8 million, as that property no longer met the Company's investment objectives.  In accordance with ASC Topic 606, "Contracts with Customers," and ASC Topic 610-20 "Gains and Losses from the Derecognition of Nonfinancial Assets," the Company recorded a gain on sale in the amount of $544,000, which gain is included in continuing operations in its consolidated income statements for the year ended October 31, 2022, when the Company's performance obligation was met, the transfer of the property's title to the buyer and when consideration was received from the buyer for that performance obligation.

In September 2021, the Company entered into a purchase and sale agreement to sell its property located in Chester, NJ (the "Chester Property"), to an unrelated third party for a sale price of $1.96 million as that property no longer met its investment objectives.  In accordance with ASC Topic 360-10-45, the property met all the criteria to be classified as held for sale in the fourth quarter of fiscal 2021, and accordingly the Company recorded a loss on property held for sale of $342,000, which loss was included in continuing operations in the consolidated statement of income for the year ended October 31, 2021. The amount of the loss represented the net carrying amount of the property over the fair value of the asset less estimated cost to sell.  The net book value of the Chester Property was insignificant to financial statement presentation and as a result the Company did not include the asset as held for sale on its consolidated balance sheet at October 31, 2021.  In December 2021, the Chester Property sale was completed and the Company realized an additional loss on sale of property of $7,000, which loss will be included in continuing operations in the consolidated statement of income for the year ended October 31, 2022.

In June 2021, the Company sold its property located in Newington, NH (the "Newington Property") to an unrelated third party for a sale price of $13.4 million as that property no longer met the Company's investment objectives.  In accordance with ASC Topic 606, "Contracts with Customers," and ASC Topic 610-20 "Gains and Losses from the Derecognition of Nonfinancial Assets," the Company recorded a gain on sale in the amount of $11.8 million, which gain is included in continuing operations in its consolidated income statements for the year ended October 31, 2021, when the Company's performance obligation was met, the transfer of the property's title to the buyer and when consideration was received from the buyer for that performance obligation.

In March 2021, the Company sold its property located in Hillsdale, NJ (the "Hillsdale Property") to an unrelated third party for a sale price of $1.3 million, as that property no longer met the Company's investment objectives.  In accordance with ASC Topic 606, "Contracts with Customers," and ASC Topic 610-20 "Gains and Losses from the Derecognition of Nonfinancial Assets," the Company recorded a gain on sale in the amount of $435,000, which gain is included in continuing operations in its consolidated income statements for the year ended October 31, 2021, when the Company's performance obligation was met, the transfer of the property's title to the buyer and when consideration was received from the buyer for that performance obligation.

In January 2020, the Company entered into a purchase and sale agreement, subject to certain conditions, to sell a 29,000 square foot portion of its property located in Pompton Lakes, NJ (the "Pompton Lakes Property") to an unrelated third party for a sale price of $2.8 million.  In accordance with ASC Topic 360-10-45, that portion of the property met all the criteria to be classified as held for sale in September of fiscal 2020, and accordingly the Company recorded a loss on property held for sale of $5.7 million, which loss was included in continuing operations in the consolidated statement of income for the year ended October 31, 2020. The amount of the loss represented the net carrying amount of that portion of the property over the fair value of that portion of the asset less estimated cost to sell.  In December 2020, the sale of that portion of the property was completed.

In January 2020, the Company sold for $1.3 million its retail property located in Carmel, NY (the "Carmel Property"), as that property no longer met the Company's investment objectives.  In conjunction with the sale, the Company realized a loss on sale of the Carmel property in the amount of $242,000, which loss is included in continuing operations in the consolidated statement of income for the year ended October 31, 2020.

The combined operating results of the Unionville Property, the Bloomfield Property, the Chester Property, the Newington Property, the Hillsdale Property, the Carmel Property and the sold portion of the Pompton Lakes property, which are included in continuing operations, were as follows (amounts in thousands):

	Year Ended October 31,
	2022			2021			2020
Revenues	$	54		$	1,125		$	2,024
Property operating expense		(26	)		(456	)		(573	)
Depreciation and amortization		(14	)		(132	)		(528	)
Net Income	$	14		$	537		$	923

Deferred Charges

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 $5,316,000 and $4,994,000 as of October 31, 2022 and 2021, respectively.

Asset Impairment

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.  As of October 31, 2022, management does not believe that the value of any of its real estate investments is impaired.

Lease Income, Revenue Recognition and Tenant Receivables

Lease Income, Revenue Recognition and Tenant Receivables

Lease Income:

The Company accounts for lease income in accordance with ASC Topic 842, "Leases."

The Company's existing leases are generally classified as operating leases. However, certain longer-term leases (both lessee and lessor leases) may be classified as direct financing or sales type leases, which may result in selling profit and an accelerated pattern of earnings recognition.

The Company leases space to tenants under agreements with varying terms that generally provide for fixed payments of base rent, with designated increases over the term of the lease. Some of the lease agreements contain provisions that provide for additional rents based on tenants' sales volume ("percentage rent"). Percentage rents are recognized when the tenants achieve the specified targets as defined in their lease agreements. Additionally, most all lease agreements contain provisions for reimbursement of the tenants' share of actual real estate taxes, insurance and Common Area Maintenance ("CAM") costs (collectively, "Recoverable Costs") incurred.

Lease terms generally range from 1 to 5 years for tenant spaces under 10,000 square feet (“Shop Space”) and in excess of 5 years for spaces greater than 10,000 square feet (“Anchor Spaces”). Many leases also provide the option for the tenants to extend their lease beyond the initial term of the lease. If the tenants do not exercise renewal options and the leases mature, the tenants must relinquish their space so it can be leased to a new tenant, which generally involves some level of cost to prepare the space for re-leasing. These costs are capitalized and depreciated over the shorter of the life of the subsequent lease or the life of the improvement.

CAM is a non-lease component of the lease contract under ASC Topic 842, and therefore would be accounted for under ASC Topic 606, "Revenue from Contracts with Customers," and presented separate from lease income in the accompanying consolidated statements of income, based on an allocation of the overall contract price, which is not necessarily the amount that would be billable to the tenants for CAM reimbursements per the terms of the lease contract. As the timing and pattern of providing the CAM service to the tenant is the same as the timing and pattern of the tenants' use of the underlying lease asset, the Company, in accordance with ASC Topic 842, combines CAM with the remaining lease components, along with tenants' reimbursement of real estate taxes and insurance, and recognize them together as lease income in the accompanying consolidated statements of income.

Lease income for operating leases with fixed payment terms is recognized on a straight-line basis over the expected term of the lease for all leases for which collectability is considered probable at the commencement date. At lease commencement, the Company expects that collectability is probable for all of its leases due to the Company’s credit checks on tenants and other creditworthiness analysis undertaken before entering into a new lease; therefore, income from all operating leases is initially recognized on a straight-line basis.  Lease income each period is reduced by amounts considered uncollectable on a lease-by-lease basis, with any changes in collectability assessments recognized as a current period adjustment to lease income. For operating leases in which collectability of lease income is not considered probable, lease income is recognized on a cash basis and all previously recognized uncollected lease income, including straight-line rental income, is reversed in the period in which the lease income is determined not to be probable of collection.

The Company, as a lessor, may only defer as initial direct costs the incremental costs of a tenant operating lease that would not have been incurred if the lease had not been obtained. These costs generally include third-party broker payments, which are capitalized to deferred costs in the accompanying consolidated balance sheets and amortized over the expected term of the lease to depreciation and amortization expense in the accompanying consolidated statements of income.

COVID-19 Pandemic

From the onset of COVID-19 through October 31, 2022, the Company has completed 290 lease modifications, consisting of base rent deferrals totaling $4.0 million and rent abatements totaling $4.7 million.  Through October 31, 2022, the Company has received repayment of approximately $3.7 million of the base rent deferrals.

In April 2020,  in response to the COVID-19 pandemic, the FASB staff issued guidance that it would be acceptable for entities to make an election to account for lease concessions related to the effects of the COVID-19 pandemic consistent with how those concessions would be accounted for under Topic 842, as if enforceable rights and obligations for those concessions existed (regardless of whether those enforceable rights and obligations for the concessions explicitly exist in the lease contract). Consequently, for concessions related to the effects of the COVID-19 pandemic, an entity will not have to analyze each lease contract to determine whether enforceable rights and obligations for concessions exist in the lease contract and may elect to apply or not apply the lease modification guidance in Topic 842 to those contracts.

This election is available for concessions related to the effects of the COVID-19 pandemic that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee. For example, this election is available for concessions that result in the total payments required by the modified contract being substantially the same as or less than total payments required by the original contract. The FASB staff expects that reasonable judgment will be exercised in making those determinations.

Most concessions will provide a deferral of payments with no substantive changes to the consideration in the original lease contract. A deferral affects the timing, but the amount of the consideration is substantially the same as that required by the original lease contract. The FASB staff expects that there will be multiple ways to account for those deferrals, none of which the staff believes are preferable over others. The Company has made the election not to analyze each lease contract, and believes that, based on FASB guidance, the appropriate way to account for the concessions as described above is to account for such concessions as if no changes to the lease contracts were made. Under that accounting, a lessor would increase its lease receivable (straight-line rents receivable) and would continue to recognize income during the deferral period, assuming that the collectability of the future rents under the lease contract are considered collectable.  If it is determined that the future rents of any lease contract are not collectable, the Company would treat that lease contract on a cash basis as defined in ASC Topic 842.

When collection of substantially all lease payments during the lease term is not considered probable, total lease revenue is limited to the lesser of revenue recognized under accrual accounting or cash received. Determining the probability of collection of substantially all lease payments during a lease term requires significant judgment. This determination is impacted by numerous factors, including our assessment of the tenant’s credit worthiness, economic conditions, tenant sales productivity in that location, historical experience with the tenant and tenants operating in the same industry, future prospects for the tenant and the industry in which it operates, and the length of the lease term. If leases currently classified as probable are subsequently reclassified as not probable, any outstanding lease receivables (including straight-line rent receivables) would be written-off with a corresponding decrease in lease income.

Revenue Recognition

In those instances in which the Company funds tenant improvements and the improvements are deemed to be owned by the Company, revenue recognition on operating leases 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.

Lease termination amounts are recognized in operating revenues when there is a signed termination agreement, all of the conditions of the agreement have been met, the tenant is no longer occupying the property and the termination consideration is probable of collection. Lease termination amounts are paid by tenants who want to terminate their lease obligations before the end of the contractual term of the lease by agreement with the Company. There is no way of predicting or forecasting the timing or amounts of future lease termination fees. Interest income is recognized as it is earned. Gains or losses on disposition of properties are recorded when the criteria for recognizing such gains or losses under U.S. GAAP have been met.

Percentage rent is recognized when a specific tenant’s sales breakpoint is achieved.

Tenant Receivables

During the early days of the pandemic, the actions taken by federal, state and local governments to mitigate the spread of COVID-19, initially by ordering closures of non-essential businesses and ordering residents to generally stay at home, and subsequent phased re-openings resulted in many of our tenants temporarily or even permanently closing their businesses, and for some, it has impacted their ability to pay rent.

As a result, in accordance with ASC Topic 842, we revised our collectability assumptions for many of our tenants that were most significantly impacted by COVID-19. This amount includes changes in our collectability assessments for certain tenants in our portfolio from probable to not probable, which requires that revenue recognition for those tenants be converted to cash-basis accounting, with previously uncollected billed rents reversed in the current period.  From the beginning of the COVID-19 pandemic through the end of our second quarter of fiscal 2021, we converted 89 tenants to cash-basis accounting in accordance with ASC Topic 842.

We did not convert any additional tenants to cash-basis accounting in the second half of fiscal 2021 or the fiscal year ended October 31, 2022.  As of October 31, 2022, 34 of the 89 tenants that were previously converted to cash-basis are no longer tenants in the Company's properties.  In addition, when one of the Company’s tenants is converted to cash-basis accounting in accordance with ASC Topic 842, all previously recorded straight-line rent receivables need to be reversed in the period that the tenant is converted to cash-basis revenue recognition. In the fiscal year ended October 31, 2021, the Company reversed straight-line rent revenue in the amount of $1.3 million related to tenants converted to cash-basis revenue recognition. The Company did not reverse any straight-line rent revenue in the fiscal year ended October 31, 2022, as no tenants were converted to cash-basis revenue recognition in that period.

During the fiscal years ended October 31, 2022 and 2021, we restored 10 and 13 of the original 89 tenants, respectively, to accrual-basis revenue recognition as those tenants paid all of their billed rents for six consecutive months and have no significant unpaid billings at the time of restoration to accrual basis accounting.  When a tenant is restored to accrual-basis revenue recognition, the Company records revenue on the straight-line basis.  As such, the Company restored straight-line rent revenue in the fiscal years ended October 31, 2022 and 2021 in the amounts of $57,000 and $582,000, respectively, for these tenants.

As of October 31, 2022, the Company is recording lease income on a cash basis for approximately 3.7% of our tenants in accordance with ASC Topic 842.

During the fiscal year ended October 31,  2021, we recognized collectability adjustments totaling $4.2 million. The Company did not have any significant collectability adjustments in the fiscal year ended October 31, 2022.

At October 31, 2022 and October 31, 2021, $19,895,000 and $19,670,000, respectively, have been recognized as straight-line rents receivable (representing the current cumulative rents recognized prior to when billed and collectible as provided by the terms of the leases), all of which is included in tenant receivables in the accompanying consolidated financial statements.

The Company provides an allowance for doubtful accounts against the portion of tenant receivables that is estimated to be uncollectable.  Such allowances are reviewed periodically.  At October 31, 2022 and October 31, 2021, tenant receivables in the accompanying consolidated balance sheets are shown net of allowances for doubtful accounts of $6,213,600 and $7,469,000, respectively.  Included in the aforementioned allowance for doubtful accounts is an amount for future tenant credit losses of approximately 10% of the deferred straight-line rents receivable which is estimated to be uncollectable.

Cash Equivalents

Cash Equivalents

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

Marketable Securities

Marketable Securities

Marketable equity securities are carried at fair value based upon quoted market prices in active markets.

In March 2020, the Company purchased REIT securities in the amount of $7.0 million.  In May 2020, the Company sold all of its REIT securities for $7.3 million and realized a gain on sale of $258,000, which is included in the consolidated statement of income for the year ended October 31, 2020.

Derivative Financial Instruments

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, 2022, 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, 2022, the Company had approximately $155.7 million in secured mortgage financings subject to interest rate swaps. Such interest rate swaps converted the LIBOR or Secured Overnight Financing Rate (“SOFR”)-based variable rates on the mortgage financings to a fixed annual rate of 3.74% per annum.  As of October 31, 2022 and 2021, the Company had a deferred liability of  $0 and $6.7 million, respectively, (included in accounts payable and accrued expenses on the consolidated balance sheets) relating to the fair value of the Company’s interest rate swaps applicable to secured mortgages. As of October 31, 2022 and 2021, the Company had a deferred assets of  $15.9 million and $515,000, respectively, (included in 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

Comprehensive income is comprised of net income applicable to Common and Class A Common stockholders and other comprehensive income (loss). Other comprehensive income (loss) includes items that are otherwise recorded directly in stockholders’ equity, such as unrealized gains and losses on interest rate swaps designated as cash flow hedges, including the Company's share from entities accounted for under the equity method of accounting. At October 31, 2022, accumulated other comprehensive income consisted of net unrealized gains on interest rate swap agreements of $17.2 million, inclusive of the Company's share of accumulated comprehensive income from joint ventures accounted for by the equity method of accounting.  At October 31, 2021, accumulated other comprehensive loss consisted of net unrealized losses on interest rate swap agreements of $7.7 million inclusive of the Company's share of accumulated comprehensive income/(loss) from joint ventures accounted for by the equity method of accounting. Unrealized gains and losses included in other comprehensive income/(loss) will be reclassified into earnings when gains and losses are realized.

Concentration of Credit Risk

Concentration of Credit Risk

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

Earnings Per Share

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,
	2022			2021			2020
Numerator
Net income applicable to common stockholders – basic	$	5,790		$	7,366		$	1,849
Effect of dilutive securities:
Restricted stock awards		187			190			34
Net income applicable to common stockholders – diluted	$	5,977		$	7,556		$	1,883
Denominator
Denominator for basic EPS-weighted average common shares		9,326			9,244			9,144
Effect of dilutive securities:
Restricted stock awards		455			364			241
Denominator for diluted EPS – weighted average common equivalent shares		9,781			9,608			9,385
Numerator
Net income applicable to Class A common stockholders – basic	$	20,264		$	26,267		$	6,684
Effect of dilutive securities:
Restricted stock awards		(187	)		(190	)		(34	)
Net income applicable to Class A common stockholders – diluted	$	20,077		$	26,077		$	6,650
Denominator
Denominator for basic EPS – weighted average Class A common shares		29,481			29,576			29,506
Effect of dilutive securities:
Restricted stock awards		196			177			70
Denominator for diluted EPS – weighted average Class A common equivalent shares		29,677			29,753			29,576

Stock-Based Compensation

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.  In certain cases as defined in the participant agreements, the vesting of stock awards can be accelerated, which will result in the Company charging to compensation expense the remaining unamortized restricted stock compensation related to those stock awards.

Segment Reporting

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,
	2022			2021			2020
Ridgeway Revenues		10.1	%		10.4	%		11.2	%
All Other Property Revenues		89.9	%		89.6	%		88.8	%
Consolidated Revenue		100.0	%		100.0	%		100.0	%

	Year Ended October 31,
	2022			2021
Ridgeway Assets		6.5	%		6.3	%
All Other Property Assets		93.5	%		93.7	%
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, 2022, 2021 and 2020.

	Year Ended October 31,
	2022			2021			2020
Ridgeway Percent Leased		98	%		92	%		92	%

	Year Ended October 31,
Ridgeway Significant Tenants (by base rent):	2022			2021			2020
The Stop & Shop Supermarket Company		21	%		21	%		20	%
Bed, Bath & Beyond		15	%		15	%		14	%
Marshall’s Inc., a division of the TJX Companies		11	%		11	%		10	%
All Other Tenants at Ridgeway (Note 2)		53	%		53	%		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, 2022
Income Statement (In Thousands):	Ridgeway		All Other Operating Segments		Total Consolidated
Revenues	$	14,448	$	128,655	$	143,103
Operating Expenses	$	4,553	$	44,271	$	48,824
Interest Expense	$	1,603	$	11,572	$	13,175
Depreciation and Amortization	$	2,200	$	27,599	$	29,799
Income from Continuing Operations	$	6,092	$	37,182	$	43,274

	Year Ended October 31, 2021
	Ridgeway		All Other Operating Segments		Total Consolidated
Revenues	$	14,167	$	121,414	$	135,581
Operating Expenses	$	4,495	$	42,117	$	46,612
Interest Expense	$	1,632	$	11,455	$	13,087
Depreciation and Amortization	$	2,238	$	26,794	$	29,032
Income from Continuing Operations	$	5,802	$	45,126	$	50,928

	Year Ended October 31, 2020
	Ridgeway		All Other Operating Segments		Total Consolidated
Revenues	$	14,180	$	112,565	$	126,745
Operating Expenses	$	4,424	$	38,582	$	43,006
Interest Expense	$	1,673	$	11,835	$	13,508
Depreciation and Amortization	$	2,494	$	26,693	$	29,187
Income from Continuing Operations	$	5,589	$	20,481	$	26,070

Reclassification

Reclassification

Certain fiscal 2020 and 2021 amounts have been reclassified to conform to current period presentation.

New Accounting Standards

New Accounting Standards

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848).” ASU No. 2020-04 contains practical expedients for reference rate-reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU No. 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the three months ended April 30, 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

The Company has evaluated all other new ASU's issued by FASB, and has concluded that these updates do not have a material effect on the Company's consolidated financial statements as of October 31, 2022.

XML

CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS (Policies)

12 Months Ended

Oct. 31, 2022

CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS [Abstract]

Noncontrolling Interests

Noncontrolling interests:

The Company accounts for noncontrolling interests in accordance with ASC Topic 810, “Consolidation.” Because the limited partners or noncontrolling members in Orangeburg, McLean, 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 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, 2022 and 2021, the Company increased/(decreased) the carrying value of the non-controlling interests by $(1.9) million and $10.5 million, respectively, with the corresponding adjustment recorded in stockholders' equity.

XML

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

12 Months Ended

Oct. 31, 2022

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

Combined Operating Results Properties Included in Continuing Operations

The combined operating results of the Unionville Property, the Bloomfield Property, the Chester Property, the Newington Property, the Hillsdale Property, the Carmel Property and the sold portion of the Pompton Lakes property, which are included in continuing operations, were as follows (amounts in thousands):

	Year Ended October 31,
	2022			2021			2020
Revenues	$	54		$	1,125		$	2,024
Property operating expense		(26	)		(456	)		(573	)
Depreciation and amortization		(14	)		(132	)		(528	)
Net Income	$	14		$	537		$	923

Reconciliation between Basic and Diluted EPS

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

	Year Ended October 31,
	2022			2021			2020
Numerator
Net income applicable to common stockholders – basic	$	5,790		$	7,366		$	1,849
Effect of dilutive securities:
Restricted stock awards		187			190			34
Net income applicable to common stockholders – diluted	$	5,977		$	7,556		$	1,883
Denominator
Denominator for basic EPS-weighted average common shares		9,326			9,244			9,144
Effect of dilutive securities:
Restricted stock awards		455			364			241
Denominator for diluted EPS – weighted average common equivalent shares		9,781			9,608			9,385
Numerator
Net income applicable to Class A common stockholders – basic	$	20,264		$	26,267		$	6,684
Effect of dilutive securities:
Restricted stock awards		(187	)		(190	)		(34	)
Net income applicable to Class A common stockholders – diluted	$	20,077		$	26,077		$	6,650
Denominator
Denominator for basic EPS – weighted average Class A common shares		29,481			29,576			29,506
Effect of dilutive securities:
Restricted stock awards		196			177			70
Denominator for diluted EPS – weighted average Class A common equivalent shares		29,677			29,753			29,576

Major Customers by Reporting Segments

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

	Year Ended October 31,
	2022			2021			2020
Ridgeway Revenues		10.1	%		10.4	%		11.2	%
All Other Property Revenues		89.9	%		89.6	%		88.8	%
Consolidated Revenue		100.0	%		100.0	%		100.0	%

	Year Ended October 31,
	2022			2021
Ridgeway Assets		6.5	%		6.3	%
All Other Property Assets		93.5	%		93.7	%
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, 2022, 2021 and 2020.

	Year Ended October 31,
	2022			2021			2020
Ridgeway Percent Leased		98	%		92	%		92	%

	Year Ended October 31,
Ridgeway Significant Tenants (by base rent):	2022			2021			2020
The Stop & Shop Supermarket Company		21	%		21	%		20	%
Bed, Bath & Beyond		15	%		15	%		14	%
Marshall’s Inc., a division of the TJX Companies		11	%		11	%		10	%
All Other Tenants at Ridgeway (Note 2)		53	%		53	%		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.

Segment Reporting Information by Segment

	Year Ended October 31, 2022
Income Statement (In Thousands):	Ridgeway		All Other Operating Segments		Total Consolidated
Revenues	$	14,448	$	128,655	$	143,103
Operating Expenses	$	4,553	$	44,271	$	48,824
Interest Expense	$	1,603	$	11,572	$	13,175
Depreciation and Amortization	$	2,200	$	27,599	$	29,799
Income from Continuing Operations	$	6,092	$	37,182	$	43,274

	Year Ended October 31, 2021
	Ridgeway		All Other Operating Segments		Total Consolidated
Revenues	$	14,167	$	121,414	$	135,581
Operating Expenses	$	4,495	$	42,117	$	46,612
Interest Expense	$	1,632	$	11,455	$	13,087
Depreciation and Amortization	$	2,238	$	26,794	$	29,032
Income from Continuing Operations	$	5,802	$	45,126	$	50,928

	Year Ended October 31, 2020
	Ridgeway		All Other Operating Segments		Total Consolidated
Revenues	$	14,180	$	112,565	$	126,745
Operating Expenses	$	4,424	$	38,582	$	43,006
Interest Expense	$	1,673	$	11,835	$	13,508
Depreciation and Amortization	$	2,494	$	26,693	$	29,187
Income from Continuing Operations	$	5,589	$	20,481	$	26,070

XML

REAL ESTATE INVESTMENTS (Tables)

12 Months Ended

Oct. 31, 2022

REAL ESTATE INVESTMENTS [Abstract]

Investments in Real Estate, Net of Depreciation

The Company's investments in real estate, net of depreciation, were composed of the following at October 31, 2022 and 2021 (in thousands):

	Consolidated Investment Properties		Unconsolidated Joint Ventures		2022 Totals		2021 Totals
Retail	$	880,256	$	29,586	$	909,842	$	891,921
Office		6,612		-		6,612		6,883
Total	$	886,868	$	29,586	$	916,454	$	898,804

XML

INVESTMENT PROPERTIES (Tables)

12 Months Ended

Oct. 31, 2022

INVESTMENT PROPERTIES [Abstract]

Components of Core Properties

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

	October 31,
	2022			2021
Land	$	245,844		$	235,233
Buildings and improvements		944,512			913,149
		1,190,356			1,148,382
Accumulated depreciation		(303,488	)		(278,605	)
	$	886,868		$	869,777

Purchase Price Adjustments for Properties Acquired

The financial information set forth below summarizes the Company’s purchase price allocation of the cash consideration paid on a relative fair value basis (Level 3 of the fair value hierarchy) for Shelton during the year ended October 31, 2022 (in thousands).

	Shelton
Assets:
Land	$	11,484
Building and improvements	$	21,803
In-place leases	$	2,285
Above market leases	$	1,179
Liabilities:
In-place leases	$	-
Below market leases	$	1,081

XML

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

12 Months Ended

Oct. 31, 2022

MORTGAGE NOTES PAYABLE, BANK LINES OF CREDIT AND OTHER LOANS

Principal Maturities of Mortgage Notes Payable

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
2023	$	-	$	7,612	$	7,612
2024		18,711		7,738		26,449
2025		82,277		5,206		87,483
2026		7,751		5,189		12,940
2027		39,104		4,229		43,333
Thereafter		113,440		11,059		124,499
	$	261,283	$	41,033	$	302,316

XML

CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS (Tables)

12 Months Ended

Oct. 31, 2022

CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS [Abstract]

Redeemable Non-controlling Interests

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

	October 31,
	2022			2021
Beginning Balance	$	67,395		$	62,071
Partial Redemption of High Ridge Noncontrolling Interest		(2,681	)		(5,126	)
Redemption of New City Noncontrolling Interest		(502	)		-
Partial Redemption of Dumont Noncontrolling Interest		(168	)		-
Redemption of UB Rye, LLC Noncontrolling Interest		(546	)		-
Change in Redemption Value		(1,948	)		10,450
Ending Balance	$	61,550		$	67,395

XML

INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES (Tables)

12 Months Ended

Oct. 31, 2022

INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES [Abstract]

Investments in and Advances to Unconsolidated Joint Ventures

At October 31, 2022 and 2021, 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,
	2022		2021
Chestnut Ridge Shopping Center (50%)	$	11,617	$	12,188
Gateway Plaza (50%)		5,858		6,845
Putnam Plaza Shopping Center (66.67%)		4,952		3,231
Midway Shopping Center, L.P. (11.792%)		3,647		3,982
Applebee's at Riverhead (50%)		2,789		2,058
81 Pondfield Road Company (20%)		723		723
Total	$	29,586	$	29,027

XML

LEASES (Tables)

12 Months Ended

Oct. 31, 2022

LEASES [Abstract]

Disaggregation of Lease Income Recognized

The following table provides a disaggregation of lease income recognized during the years ended October 31, 2022, 2021 and 2020, under ASC Topic 842, "Leases," as either fixed or variable lease income based on the criteria specified in ASC Topic 842 (in thousands):

	October 31,
	2022			2021			2020
Operating lease income:
Fixed lease income (Base Rent)	$	102,587		$	98,918		$	98,678
Variable lease income (Recoverable Costs)		34,067			35,090			28,889
Other lease related income, net:
Above/below market rent amortization		972			570			706
Uncollectable amounts in lease income		(13	)		(1,529	)		(3,916	)
ASC Topic 842 cash basis lease income reversal		47			(2,685	)		(3,416	)
Total lease income	$	137,660		$	130,364		$	120,941

Future Minimum Rents under Non-Cancelable Operating Leases

Future minimum rents under non-cancelable operating leases for the next five years and thereafter, excluding variable lease payments, are as follows (in thousands):

Fiscal Year Ending
2023 (a)	$	95,060
2024		85,624
2025		73,713
2026		64,768
2027		56,057
Thereafter		229,029
Total	$	604,251

 (a) The amounts above are based on existing leases in place at October 31, 2022.

XML

STOCKHOLDERS' EQUITY (Tables)

12 Months Ended

Oct. 31, 2022

STOCKHOLDERS' EQUITY [Abstract]

Dividends Declared and Tax Status of Dividends Paid

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, 2022 and 2021:

	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 14, 2022	$	0.2145	$	0.20704	$	0.00426	$	0.00319	$	0.2375	$	0.22924	$	0.004721	$	0.00354
April 14, 2022	$	0.2145	$	0.20704	$	0.00426	$	0.00319	$	0.2375	$	0.22924	$	0.004721	$	0.00354
July 15, 2022	$	0.2145	$	0.20704	$	0.00426	$	0.00319	$	0.2375	$	0.22924	$	0.004721	$	0.00354
October 14, 2022	$	0.2145	$	0.20704	$	0.00426	$	0.00319	$	0.2375	$	0.22924	$	0.004721	$	0.00354
	$	0.858	$	0.82816	$	0.01704	$	0.01276	$	0.95	$	0.91696	$	0.018884	$	0.01416

	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, 2021	$	0.125	$	0.10924	$	0.01576	$	-	$	0.14	$	0.12235	$	0.01765	$	-
April 16, 2021	$	0.125	$	0.10924	$	0.01576	$	-	$	0.14	$	0.12235	$	0.01765	$	-
July 16, 2021	$	0.207	$	0.18090	$	0.02610	$	-	$	0.23	$	0.20100	$	0.02900	$	-
October 15, 2021	$	0.207	$	0.18090	$	0.02610	$	-	$	0.23	$	0.20100	$	0.02900	$	-
	$	0.664	$	0.58028	$	0.08372	$	-	$	0.74	$	0.64670	$	0.09330	$	-

XML

STOCK COMPENSATION AND OTHER BENEFIT PLANS (Tables)

12 Months Ended

Oct. 31, 2022

STOCK COMPENSATION AND OTHER BENEFIT PLANS [Abstract]

Non-vested Common and Class A Common Shares

A summary of the status of the Company's non-vested restricted stock awards as of October 31, 2022, and changes during the year ended October 31, 2022 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, 2021		927,800		$	17.08		521,700		$	20.12
Granted		109,500		$	18.47		149,000		$	21.32
Vested		(103,100	)	$	18.30		(87,100	)	$	23.45
Forfeited		-		$	-		(36,300	)	$	19.49
Non-vested at October 31, 2022		934,200		$	17.11		547,300		$	19.96

XML

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Oct. 31, 2022

FAIR VALUE MEASUREMENTS [Abstract]

Fair Value of Financial Assets and Liabilities

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, 2022 and 2021 (amounts in thousands):

	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
October 31, 2022
Assets:
Interest Rate Swap Agreements	$	15,856	$	-	$	15,856	$	-
Liabilities:
Redeemable noncontrolling interests	$	61,550	$	11,979	$	49,571	$	-
October 31, 2021
Assets:
Interest Rate Swap Agreements	$	515	$	-	$	515	$	-
Liabilities:
Interest Rate Swap Agreements	$	6,735	$	-	$	6,735	$	-
Redeemable noncontrolling interests	$	67,395	$	20,283	$	46,566	$	546

XML

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Business (Details) ft² in Millions	Oct. 31, 2022 ft² Property
Business [Abstract]
Number of properties the Company owned or had equity interest in | Property	77
Gross leasable area of properties the Company owned or had equity interest in | ft²	5.3

XML

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Federal Income Taxes (Details)	12 Months Ended
	Oct. 31, 2022
Federal Income Taxes [Abstract]
Minimum real estate trust taxable income required to be distributed for REIT to be nontaxable	90.00%
Minimum [Member]
Federal Income Taxes [Abstract]
Tax years remaining open to examination by Internal Revenue Service	2018
Maximum [Member]
Federal Income Taxes [Abstract]
Tax years remaining open to examination by Internal Revenue Service	2021

XML

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Depreciation and Amortization (Details)	12 Months Ended
	Oct. 31, 2022
Real Estate Investment Properties [Member] | Minimum [Member]
Depreciation [Abstract]
Estimated useful life	30 years
Real Estate Investment Properties [Member] | Maximum [Member]
Depreciation [Abstract]
Estimated useful life	40 years
Property Improvements [Member] | Minimum [Member]
Depreciation [Abstract]
Estimated useful life	10 years
Property Improvements [Member] | Maximum [Member]
Depreciation [Abstract]
Estimated useful life	20 years
Furniture and Fixtures [Member] | Minimum [Member]
Depreciation [Abstract]
Estimated useful life	3 years
Furniture and Fixtures [Member] | Maximum [Member]
Depreciation [Abstract]
Estimated useful life	10 years
Tenant Improvements [Member]
Depreciation [Abstract]
Estimated useful life	shorter of the life of the related leases or their useful life

XML

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Sale of Investment Property and Property Held for Sale (Details)	12 Months Ended
	Oct. 31, 2022 USD ($)	Oct. 31, 2021 USD ($)	Oct. 31, 2020 USD ($) ft²
Property Held for Sale [Abstract]
Gain (loss) on sale of properties	$ 767,000	$ 11,864,000	$ (6,047,000)
Revenues	143,103,000	135,581,000	126,745,000
Depreciation and amortization	(29,799,000)	(29,032,000)	(29,187,000)
Net Income	43,274,000	50,928,000	26,070,000
Disposal Group, Not Discontinued Operations [Member] | Unionville, NJ property, Bloomfield, NJ property, Chester, NJ property, Newington, NH property, Hillsdale, NJ property, Carmel, NY property and Pompton Lakes, NJ property [Member]
Property Held for Sale [Abstract]
Revenues	54,000	1,125,000	2,024,000
Property operating expense	(26,000)	(456,000)	(573,000)
Depreciation and amortization	(14,000)	(132,000)	(528,000)
Net Income	14,000	537,000	923,000
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Friendly's Hillsdale, NJ Member
Property Held for Sale [Abstract]
Proceeds from sale of property held for sale		1,300,000
Gain (loss) on sale of properties		435,000
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Newington, NH [Member]
Property Held for Sale [Abstract]
Proceeds from sale of property held for sale		13,400,000
Gain (loss) on sale of properties		11,800,000
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Carmel, NY [Member]
Property Held for Sale [Abstract]
Proceeds from sale of property held for sale			1,300,000
Gain (loss) on sale of properties			242,000
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Pompton Lakes, NJ [Member]
Property Held for Sale [Abstract]
Proceeds from sale of property held for sale			2,800,000
Gain (loss) on sale of properties			$ (5,700,000)
Area of Real Estate Property | ft²			29,000
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Chester, NJ [Member]
Property Held for Sale [Abstract]
Proceeds from sale of property held for sale		1,960,000
Gain (loss) on sale of properties	7,000	$ 342,000
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Unionville, CT [Member]
Property Held for Sale [Abstract]
Proceeds from sale of property held for sale	950,000
Gain (loss) on sale of properties	204,000
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Bloomfield [Member]
Property Held for Sale [Abstract]
Proceeds from sale of property held for sale	1,800,000
Gain (loss) on sale of properties	$ 544,000

XML

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Deferred Charges (Details) - USD ($)	Oct. 31, 2022	Oct. 31, 2021
Deferred Charges [Abstract]
Accumulated amortization of deferred charges	$ 5,316,000	$ 4,994,000

XML

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Lease Income, Revenue Recognition and Tenant Receivables (Details)	12 Months Ended		32 Months Ended
	Oct. 31, 2022 USD ($) ft² Tenant	Oct. 31, 2021 USD ($) Tenant	Oct. 31, 2022 USD ($) ft² Tenant Investment
COVID-19 Pandemic [Abstract]
Number of lease modifications completed | Investment			290
Dollar Value of Base Rent Deferrals			$ 4,000,000
Dollar Value of Base Rent Abatements			4,700,000
Dollar Value of Repayment of Base Rent Deferrals			$ 3,700,000
Tenant Receivables [Abstract]
Total collectability adjustment		$ 4,200,000
Straight Line Rent Adjustments		$ 1,300,000
Tenants with revenue recognized on a cash basis | Tenant	89		89
Number of Original Cash Basis Tenants that are not tenants in portfolio | Tenant	34		34
Percent of tenants in the company's consolidated portfolio that are being accounted for on cash basis	3.70%		3.70%
Tenants converted back to accrual accounting | Tenant	10	13
Straight-line rents receivable restored for tenants converted back to accrual accounting	$ 57,000	$ 582,000
Straight-line rents receivable	19,895,000	19,670,000	$ 19,895,000
Tenants receivable, allowance for doubtful accounts	$ 6,213,600	$ 7,469,000	$ 6,213,600
Allowance of doubtful accounts against tenants receivables, percentage of deferred straight-line rents receivable	10.00%		10.00%
Shop Space [Member]
Lease Income [Abstract]
Tenant space in square feet | ft²	10,000		10,000
Shop Space [Member] | Minimum [Member]
Lease Income [Abstract]
Term of lease	1 year		1 year
Shop Space [Member] | Maximum [Member]
Lease Income [Abstract]
Term of lease	5 years		5 years
Anchor Spaces [Member]
Lease Income [Abstract]
Tenant space in square feet | ft²	10,000		10,000
Anchor Spaces [Member] | Minimum [Member]
Lease Income [Abstract]
Term of lease	5 years		5 years

XML

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Marketable Securities (Details) - USD ($)	1 Months Ended		12 Months Ended
	May 31, 2020	Mar. 31, 2020	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2020
Marketable Securities [Abstract]
Gain on sale of marketable securities	$ 258,000		$ 0	$ 0	$ 258,000
Proceeds from sale of marketable securities	$ 7,300,000
REIT Securities [Member]
Marketable Securities [Abstract]
Purchase of marketable securities		$ 7,000,000

XML

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Derivative Financial Instruments (Details) - USD ($)	Oct. 31, 2022	Oct. 31, 2021
Derivative Financial Instruments [Abstract]
Deferred assets relating to fair value of interest rate swap	$ 15,900,000	$ 515,000
Interest Rate Swap [Member] | Mortgage Loan [Member]
Derivative Financial Instruments [Abstract]
Mortgage loans subject to interst rate swap	$ 155,700,000
Average fixed annual rate on interest rate swap	3.74%
Deferred liabilities relating to fair value of interest rate swap	$ 0	$ 6,700,000

XML

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Comprehensive Income (Details) - USD ($) $ in Millions	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Comprehensive Income [Abstract]
Net unrealized gains (loss) on interest rate swap agreements included in accumulated other comprehensive loss	$ 17.2	$ (7.7)

XML

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Earnings Per Share (Details) - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2020
Numerator [Abstract]
Net income applicable to common stockholders - basic	$ 26,054	$ 33,633	$ 8,533
Common Stock [Member]
Numerator [Abstract]
Net income applicable to common stockholders - basic	5,790	7,366	1,849
Effect of dilutive securities [Abstract]
Restricted stock awards	187	190	34
Net income applicable to common stockholders - diluted	$ 5,977	$ 7,556	$ 1,883
Denominator [Abstract]
Denominator for basic EPS - weighted average common shares (in shares)	9,326	9,244	9,144
Effect of dilutive securities [Abstract]
Restricted stock awards (in shares)	455	364	241
Denominator for diluted EPS - weighted average common equivalent shares (in shares)	9,781	9,608	9,385
Class A Common Stock [Member]
Numerator [Abstract]
Net income applicable to common stockholders - basic	$ 20,264	$ 26,267	$ 6,684
Effect of dilutive securities [Abstract]
Restricted stock awards	(187)	(190)	(34)
Net income applicable to common stockholders - diluted	$ 20,077	$ 26,077	$ 6,650
Denominator [Abstract]
Denominator for basic EPS - weighted average common shares (in shares)	29,481	29,576	29,506
Effect of dilutive securities [Abstract]
Restricted stock awards (in shares)	196	177	70
Denominator for diluted EPS - weighted average common equivalent shares (in shares)	29,677	29,753	29,576

XML

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Segment Reporting - Concentration Risks (Details)		12 Months Ended
		Oct. 31, 2022 ft² Segment	Oct. 31, 2021	Oct. 31, 2020
Segment Reporting [Abstract]
Number of reportable segments | Segment		1
Ridgeway Significant Tenants [Abstract]
Gross leasable area of properties the Company owned or had equity interest in		5,300,000
Ridgeway [Member]
Ridgeway Significant Tenants [Abstract]
Gross leasable area of properties the Company owned or had equity interest in		374,000
Customer Concentration Risk [Member] | Ridgeway [Member]
Ridgeway Significant Tenants [Abstract]
Percent leased		98.00%	92.00%	92.00%
Sales Revenue, Net [Member] | Customer Concentration Risk [Member]
Ridgeway Significant Tenants [Abstract]
Concentration risk, percentage		100.00%	100.00%	100.00%
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Ridgeway [Member]
Ridgeway Significant Tenants [Abstract]
Concentration risk, percentage		10.10%	10.40%	11.20%
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | All Other Operating Segments [Member]
Ridgeway Significant Tenants [Abstract]
Concentration risk, percentage		89.90%	89.60%	88.80%
Assets, Total [Member] | Customer Concentration Risk [Member]
Ridgeway Significant Tenants [Abstract]
Concentration risk, percentage	[1]	100.00%	100.00%
Assets, Total [Member] | Customer Concentration Risk [Member] | Ridgeway [Member]
Ridgeway Significant Tenants [Abstract]
Concentration risk, percentage		6.50%	6.30%
Assets, Total [Member] | Customer Concentration Risk [Member] | All Other Operating Segments [Member]
Ridgeway Significant Tenants [Abstract]
Concentration risk, percentage		93.50%	93.70%
Base Rent [Member] | Customer Concentration Risk [Member] | Ridgeway [Member]
Ridgeway Significant Tenants [Abstract]
Concentration risk, percentage		100.00%	100.00%	100.00%
Base Rent [Member] | Customer Concentration Risk [Member] | The Stop & Shop Supermarket Company [Member] | Ridgeway [Member]
Ridgeway Significant Tenants [Abstract]
Concentration risk, percentage		21.00%	21.00%	20.00%
Base Rent [Member] | Customer Concentration Risk [Member] | Bed, Bath & Beyond [Member] | Ridgeway [Member]
Ridgeway Significant Tenants [Abstract]
Concentration risk, percentage		15.00%	15.00%	14.00%
Base Rent [Member] | Customer Concentration Risk [Member] | Marshall's Inc., a division of the TJX Companies [Member] | Ridgeway [Member]
Ridgeway Significant Tenants [Abstract]
Concentration risk, percentage		11.00%	11.00%	10.00%
Base Rent [Member] | Customer Concentration Risk [Member] | All Other Tenants at Ridgeway [Member] | Ridgeway [Member]
Ridgeway Significant Tenants [Abstract]
Concentration risk, percentage	[2]	53.00%	53.00%	56.00%

[1] Ridgeway did not have any significant expenditures for additions to long-lived assets in any of the fiscal years ended October 31, 2022, 2021 and 2020.

[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.

XML

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Segment Reporting - Income Statements (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2020
Income Statements [Abstract]
Revenues	$ 143,103	$ 135,581	$ 126,745
Interest expense	13,175	13,087	13,508
Depreciation and amortization	29,799	29,032	29,187
Net Income	43,274	50,928	26,070
Operating Segments [Member]
Income Statements [Abstract]
Revenues	143,103	135,581	126,745
Operating expenses	48,824	46,612	43,006
Interest expense	13,175	13,087	13,508
Depreciation and amortization	29,799	29,032	29,187
Net Income	43,274	50,928	26,070
Operating Segments [Member] | Ridgeway [Member]
Income Statements [Abstract]
Revenues	14,448	14,167	14,180
Operating expenses	4,553	4,495	4,424
Interest expense	1,603	1,632	1,673
Depreciation and amortization	2,200	2,238	2,494
Net Income	6,092	5,802	5,589
Operating Segments [Member] | All Other Operating Segments [Member]
Income Statements [Abstract]
Revenues	128,655	121,414	112,565
Operating expenses	44,271	42,117	38,582
Interest expense	11,572	11,455	11,835
Depreciation and amortization	27,599	26,794	26,693
Net Income	$ 37,182	$ 45,126	$ 20,481

XML

REAL ESTATE INVESTMENTS (Details) $ in Thousands	Oct. 31, 2022 USD ($) Property	Oct. 31, 2021 USD ($)
Real Estate Investment [Abstract]
Properties owned or have equity interests | Property	77
Real estate investments	$ 916,454	$ 898,804
Retail [Member]
Real Estate Investment [Abstract]
Real estate investments	909,842	891,921
Office [Member]
Real Estate Investment [Abstract]
Real estate investments	6,612	$ 6,883
Consolidated Investment Properties [Member]
Real Estate Investment [Abstract]
Real estate investments	886,868
Consolidated Investment Properties [Member] | Retail [Member]
Real Estate Investment [Abstract]
Real estate investments	880,256
Consolidated Investment Properties [Member] | Office [Member]
Real Estate Investment [Abstract]
Real estate investments	6,612
Unconsolidated Joint Ventures [Member]
Real Estate Investment [Abstract]
Real estate investments	29,586
Unconsolidated Joint Ventures [Member] | Retail [Member]
Real Estate Investment [Abstract]
Real estate investments	29,586
Unconsolidated Joint Ventures [Member] | Office [Member]
Real Estate Investment [Abstract]
Real estate investments	$ 0

XML

INVESTMENT PROPERTIES, Components of Core Properties (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2020
Properties, net [Abstract]
Gross properties	$ 1,190,356	$ 1,148,382
Accumulated depreciation	(303,488)	(278,605)
Properties, net	$ 886,868	$ 869,777
Maximum [Member]
Properties, net [Abstract]
Additional rent based on tenant revenue, as percent of consolidated revenues	1.00%	1.00%	1.00%
Land [Member]
Properties, net [Abstract]
Gross properties	$ 245,844	$ 235,233
Buildings and Improvements [Member]
Properties, net [Abstract]
Gross properties	$ 944,512	$ 913,149

XML

INVESTMENT PROPERTIES, Significant Investment Property Transactions (Details)	12 Months Ended
	Oct. 31, 2022 USD ($) ft²	Oct. 31, 2021 USD ($)	Oct. 31, 2020 USD ($)
Significant Investment Property Transactions [Abstract]
Amortization of above and below Market Leases	$ (972,000)	$ (570,000)	$ (706,000)
Capital improvements to properties and leasing costs	15,600,000
Shelton, CT [Member]
Significant Investment Property Transactions [Abstract]
Purchase price of property acquired	$ 36,000,000
Area of real estate property acquired | ft²	188,000
Land	$ 11,484,000
Building and improvements	21,803,000
Shelton, CT [Member] | In-Place Leases [Member]
Significant Investment Property Transactions [Abstract]
Intangible assets	2,285,000
Intangible liabilities	0
Shelton, CT [Member] | Above/Below-Market Leases [Member]
Significant Investment Property Transactions [Abstract]
Intangible assets	1,179,000
Intangible liabilities	$ 1,081,000

XML

INVESTMENT PROPERTIES, Purchase Price Adjustments for Properties Acquired (Details) - Shelton, CT [Member] $ in Thousands	Oct. 31, 2022 USD ($)
Purchase Price Adjustments for Properties Acquired [Abstract]
Land	$ 11,484
Building and improvements	21,803
In-Place Leases [Member]
Purchase Price Adjustments for Properties Acquired [Abstract]
Intangible assets	2,285
Intangible liabilities	0
Above/Below-Market Leases [Member]
Purchase Price Adjustments for Properties Acquired [Abstract]
Intangible assets	1,179
Intangible liabilities	$ 1,081

XML

MORTGAGE NOTES PAYABLE, BANK LINES OF CREDIT AND OTHER LOANS (Details) $ in Thousands	12 Months Ended
	Oct. 31, 2022 USD ($) Bank	Oct. 31, 2021 USD ($)	Oct. 31, 2020 USD ($)
Principal Repayments [Abstract]
2023	$ 0
2024	18,711
2025	82,277
2026	7,751
2027	39,104
Thereafter	113,440
Total principal repayments	261,283
Scheduled Amortization [Abstract]
2022	7,612
2023	7,738
2024	5,206
2025	5,189
2026	4,229
Thereafter	11,059
Total scheduled amortization	41,033
Total [Abstract]
2022	7,612
2023	26,449
2024	87,483
2025	12,940
2026	43,333
Thereafter	124,499
Total principal and scheduled amortization of debt	302,316
Repayments of borrowings on facility	$ 10,000	$ 35,000	$ 0
Minimum [Member]
Mortgage Notes Payable, Bank Lines of Credit and Other Loans [Abstract]
Effective interest rate	3.10%
Maximum [Member]
Mortgage Notes Payable, Bank Lines of Credit and Other Loans [Abstract]
Effective interest rate	5.60%
BNY, Wells Fargo and Bank of Montreal [Member] | Unsecured Revolving Credit Agreement [Member]
Total [Abstract]
Maximum borrowing capacity	$ 125,000
Number of syndicated banks | Bank	3
Option, maximum borrowing capacity	$ 175,000
Maturity date	Mar. 29, 2024
Extension period	1 year
Covenant compliance	The Company was in compliance with such covenants at October 31, 2022.
Unsecured revolving line of credit capacity at year end	$ 94,000
Borrowing under revolving credit facility	40,500
Repayments of borrowings on facility	$ 10,000	$ 35,000
BNY, Wells Fargo and Bank of Montreal [Member] | Unsecured Revolving Credit Agreement [Member] | Minimum [Member]
Total [Abstract]
Commitment fee	0.15%
BNY, Wells Fargo and Bank of Montreal [Member] | Unsecured Revolving Credit Agreement [Member] | Maximum [Member]
Total [Abstract]
Commitment fee	0.25%
BNY, Wells Fargo and Bank of Montreal [Member] | Unsecured Revolving Credit Agreement [Member] | Eurodollar [Member] | Minimum [Member]
Total [Abstract]
Basis spread on variable rate	1.45%
BNY, Wells Fargo and Bank of Montreal [Member] | Unsecured Revolving Credit Agreement [Member] | Eurodollar [Member] | Maximum [Member]
Total [Abstract]
Basis spread on variable rate	2.20%
BNY, Wells Fargo and Bank of Montreal [Member] | Unsecured Revolving Credit Agreement [Member] | Prime Rate [Member] | Minimum [Member]
Total [Abstract]
Basis spread on variable rate	0.45%
BNY, Wells Fargo and Bank of Montreal [Member] | Unsecured Revolving Credit Agreement [Member] | Prime Rate [Member] | Maximum [Member]
Total [Abstract]
Basis spread on variable rate	1.20%
BNY, Wells Fargo and Bank of Montreal [Member] | Letter of Credit [Member]
Total [Abstract]
Maximum borrowing capacity	$ 10,000
Real Estate [Member] | Asset Pledged as Collateral [Member]
Mortgage Notes Payable, Bank Lines of Credit and Other Loans [Abstract]
Real estate pledged as collateral at fair value	$ 491,500

XML

MORTGAGE NOTES PAYABLE, BANK LINES OF CREDIT AND OTHER LOANS, Refinancings (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Oct. 31, 2021	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2020
Mortgage Notes Payable, Bank Lines of Credit and Other Loans [Abstract]
Interest paid		$ 12,600	$ 13,000	$ 13,300
Repayments of First Mortgage Bond		32,412	34,645	$ 0
Passaic Property [Member]
Mortgage Notes Payable, Bank Lines of Credit and Other Loans [Abstract]
Repayments of First Mortgage Bond		3,100
Refinanced First Mortgage [Member] | New Providence Property [Member]
Mortgage Notes Payable, Bank Lines of Credit and Other Loans [Abstract]
Mortgage loan balance - existing	$ 16,400		16,400
Estimated fair value of first mortgage secured by property	$ 21,000		$ 21,000
New mortgage loan term	10 years
Fixed interest rate	3.50%		3.50%
Refinanced First Mortgage [Member] | Boonton, NJ [Member]
Mortgage Notes Payable, Bank Lines of Credit and Other Loans [Abstract]
Mortgage loan balance - existing		6,500
Estimated fair value of first mortgage secured by property		$ 11,000
New mortgage loan term		10 years
Fixed interest rate		3.45%
Refinanced First Mortgage [Member] | Stratford,CT [Member]
Mortgage Notes Payable, Bank Lines of Credit and Other Loans [Abstract]
Mortgage loan balance - existing		$ 22,800
Estimated fair value of first mortgage secured by property		$ 35,000
New mortgage loan term		10 years
Fixed interest rate		3.05%

XML

CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS, Consolidated Joint Ventures (Details)	12 Months Ended
	Oct. 31, 2022 USD ($) Property Investment shares	Mar. 28, 2012
Consolidated Joint Ventures [Abstract]
Number of real estate joint venture investments | Investment	4
Number of commercial real estate properties owned | Property	77
UB Orangeburg, LLC [Member]
Consolidated Joint Ventures [Abstract]
Ownership interest	43.80%
Additional investment in consolidated joint venture | $	$ 6,800,000
Ownership interest - inception of investment		2.92%
UB Orangeburg, LLC [Member] | Class A Common Stock [Member]
Consolidated Joint Ventures [Abstract]
Number of shares of common stock included in calculation of regular quarterly cash distribution equivalent to annual cash distribution to non-managing member of subsidiary (in shares) | shares	1
McLean Plaza Associates, LLC [Member]
Consolidated Joint Ventures [Abstract]
Ownership interest	53.00%
Fixed annual distribution	5.05%
UB High Ridge, LLC [Member]
Consolidated Joint Ventures [Abstract]
Ownership interest	29.20%
Additional investment in consolidated joint venture | $	$ 11,100,000
Fixed annual distribution	5.22%
Cost of acquisition | $	$ 5,500,000
Additional equity contributed to joint venture | $	$ 1,500,000
UB High Ridge, LLC [Member] | Stamford, CT [Member]
Consolidated Joint Ventures [Abstract]
Number of commercial real estate properties owned | Property	2
UB High Ridge, LLC [Member] | Greenwich, CT [Member]
Consolidated Joint Ventures [Abstract]
Number of commercial real estate properties owned | Property	1
UB High Ridge, LLC [Member] | Commercial Real Estate [Member]
Consolidated Joint Ventures [Abstract]
Number of commercial real estate properties owned | Property	3
UB High Ridge, LLC [Member] | Retail Property [Member]
Consolidated Joint Ventures [Abstract]
Number of commercial real estate properties owned | Property	2
UB High Ridge, LLC [Member] | Retail Property [Member] | Chase Property [Member]
Consolidated Joint Ventures [Abstract]
Number of commercial real estate properties owned | Property	1
UB High Ridge, LLC [Member] | Retail Property [Member] | CVS [Member]
Consolidated Joint Ventures [Abstract]
Number of commercial real estate properties owned | Property	1
UB Dumont I, LLC [Member]
Consolidated Joint Ventures [Abstract]
Ownership interest	37.80%
Additional investment in consolidated joint venture | $	$ 798,000
Fixed annual distribution	5.03%
Cost of acquisition | $	$ 3,900,000
UB New City, LLC [Member]
Consolidated Joint Ventures [Abstract]
Ownership interest	84.30%
Ownership interest in consolidated joint venture after redemption	100.00%
Additional investment in consolidated joint venture | $	$ 502,000

XML

CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS, Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Redeemable non-controlling interests [Roll Forward]
Beginning Balance	$ 67,395	$ 62,071
Partial Redemption of High Ridge Noncontrolling Interest	(2,681)	(5,126)
Partial Redemption of Dumont Noncontrolling Interest	(168)	0
Redemption of New City Noncontrolling Interest	(502)	0
Redemption Value of UB Rye, LLC Noncontrolling Interest	(546)	0
Change in Redemption Value	(1,948)	10,450
Ending Balance	$ 61,550	$ 67,395

XML

INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES (Details)	12 Months Ended
	Oct. 31, 2022 USD ($) ft² Subsidiary	Oct. 31, 2021 USD ($)	Oct. 31, 2020 USD ($)
Investments in and Advances to Unconsolidated Joint Ventures [Abstract]
Investments in and advances to unconsolidated joint ventures	$ 29,586,000	$ 29,027,000
Non-recourse first mortgage payable	302,316,000	296,449,000
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal	767,000	11,864,000	$ (6,047,000)
Chestnut Ridge [Member]
Investments in and Advances to Unconsolidated Joint Ventures [Abstract]
Investments in and advances to unconsolidated joint ventures	$ 11,617,000	$ 12,188,000
Ownership interest	50.00%	50.00%
Area of property | ft²	76,000
Gateway Plaza [Member]
Investments in and Advances to Unconsolidated Joint Ventures [Abstract]
Investments in and advances to unconsolidated joint ventures	$ 5,858,000	$ 6,845,000
Ownership interest	50.00%	50.00%
Area of property | ft²	198,500
In-line space | ft²	27,000
Newly constructed pad site square feet | ft²	3,500
Gateway Plaza [Member] | Non-recourse First Mortgage Payable [Member]
Investments in and Advances to Unconsolidated Joint Ventures [Abstract]
Non-recourse first mortgage payable	$ 10,800,000
Gateway Plaza [Member] | New Non-Recourse First Mortgage Payable Member [Member]
Investments in and Advances to Unconsolidated Joint Ventures [Abstract]
Debt Instrument, Face Amount	$ 14,000,000
Maturity date of debt	Jul. 01, 2032
Stated interest rate	4.07%
Payment for Debt Extinguishment or Debt Prepayment Cost	$ 220,000
Debt Instrument, Basis Spread on Variable Rate	1.75%
Walmart in Gateway Plaza Shopping Center [Member]
Investments in and Advances to Unconsolidated Joint Ventures [Abstract]
Area of property | ft²	168,000
Putnam Plaza Shopping Center [Member]
Investments in and Advances to Unconsolidated Joint Ventures [Abstract]
Investments in and advances to unconsolidated joint ventures	$ 4,952,000	$ 3,231,000
Ownership interest	66.67%	66.67%
Area of property | ft²	189,000
Putnam Plaza Shopping Center [Member] | Non-recourse First Mortgage Payable [Member]
Investments in and Advances to Unconsolidated Joint Ventures [Abstract]
Non-recourse first mortgage payable	$ 17,700,000
Maturity date of debt	Nov. 01, 2028
Stated interest rate	4.81%
Midway Shopping Center, L.P. [Member]
Investments in and Advances to Unconsolidated Joint Ventures [Abstract]
Investments in and advances to unconsolidated joint ventures	$ 3,647,000	$ 3,982,000
Ownership interest	11.792%	11.792%
Area of property | ft²	247,000
Percentage of voting interests acquired	25.00%
Excess of carrying amount over underlying equity allocated to real property	$ 7,400,000
Equity Method Investment Difference Between Carrying Amount And Underlying Equity Unamortized Balance at Balance Sheet Date	$ 5,100,000
Estimated useful life	39 years
Midway Shopping Center, L.P. [Member] | Non-recourse First Mortgage Payable [Member]
Investments in and Advances to Unconsolidated Joint Ventures [Abstract]
Non-recourse first mortgage payable	$ 23,700,000
Maturity date of debt	Dec. 31, 2027
Stated interest rate	4.80%
Applebee's at Riverhead [Member]
Investments in and Advances to Unconsolidated Joint Ventures [Abstract]
Investments in and advances to unconsolidated joint ventures	$ 2,789,000	$ 2,058,000
Ownership interest	50.00%	50.00%
Area of property | ft²	5,400
Newly constructed pad site square feet | ft²	7,200
81 Pondfield Road Company [Member]
Investments in and Advances to Unconsolidated Joint Ventures [Abstract]
Investments in and advances to unconsolidated joint ventures	$ 723,000	$ 723,000
Ownership interest	20.00%	20.00%
Gateway Plaza and Applebee's at Riverhead [Member]
Investments in and Advances to Unconsolidated Joint Ventures [Abstract]
Number of wholly-owned subsidiaries involved in acquisition of properties | Subsidiary	2
Percentage of voting interests acquired	50.00%

XML

LEASES (Details) - USD ($)		12 Months Ended
		Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2020
Operating lease income [Abstract]
Fixed lease income (Base Rent)		$ 102,587,000	$ 98,918,000	$ 98,678,000
Variable lease income (Recoverable Costs)		34,067,000	35,090,000	28,889,000
Other lease related income, net [Abstract]
Above/below market rent amortization		972,000	570,000	706,000
Uncollectable amounts in lease income		(13,000)	(1,529,000)	(3,916,000)
ASC Topic 842 cash basis lease income reversal		47,000	(2,685,000)	(3,416,000)
Total lease income		137,660,000	$ 130,364,000	$ 120,941,000
Future Minimum Rents under Non-Cancelable Operating Leases [Abstract]
2023 (a)	[1]	95,060,000
2024		85,624,000
2025		73,713,000
2026		64,768,000
2027		56,057,000
Thereafter		229,029,000
Total		$ 604,251,000

[1]  (a) The amounts above are based on existing leases in place at October 31, 2022.

XML

STOCKHOLDERS' EQUITY, Authorized Stock, Preferred Stock and Common Stock (Details)	12 Months Ended
	Oct. 31, 2022 Vote Director Quarter $ / shares shares	Oct. 31, 2021 Vote $ / shares shares	Oct. 31, 2020 shares
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Shares authorized (in shares) | shares	200,000,000
Excess stock, shares authorized (in shares) | shares	20,000,000	20,000,000
Excess stock issuance threshold ownership percentage	7.50%	7.50%
Minimum [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Class A Common Stock dividend per share to Common Stock dividend per share	110.00%	110.00%
Dividend Payment Date 2022Q1 Member [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Dividend payment date	Jan. 14, 2022
Dividend Payment Date 2022 Q2 Member [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Dividend payment date	Apr. 14, 2022
Dividend Payment Date 2022 Q3 Member [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Dividend payment date	Jul. 15, 2022
Dividend Payment Date 2022 Q4 Member [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Dividend payment date	Oct. 14, 2022
Dividend Payment Date 2021 Q1 [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Dividend payment date		Jan. 15, 2021
Dividend Payment Date 2021 Q2 [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Dividend payment date		Apr. 16, 2021
Dividend Payment Date 2021 Q3 [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Dividend payment date		Jul. 16, 2021
Dividend Payment Date 2021 Q4 [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Dividend payment date		Oct. 15, 2021
Common Shares [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Gross dividend paid per share (in dollars per share)	$ 0.858	$ 0.664
Ordinary income (in dollars per share)	0.82816	0.58028
Capital gain (in dollars per share)	0.01704	0.08372
Non-taxable portion (in dollars per share)	0.01276	0
Common Shares [Member] | Dividend Payment Date 2022Q1 Member [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Gross dividend paid per share (in dollars per share)	0.2145
Ordinary income (in dollars per share)	0.20704
Capital gain (in dollars per share)	0.00426
Non-taxable portion (in dollars per share)	0.00319
Common Shares [Member] | Dividend Payment Date 2022 Q2 Member [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Gross dividend paid per share (in dollars per share)	0.2145
Ordinary income (in dollars per share)	0.20704
Capital gain (in dollars per share)	0.00426
Non-taxable portion (in dollars per share)	0.00319
Common Shares [Member] | Dividend Payment Date 2022 Q3 Member [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Gross dividend paid per share (in dollars per share)	0.2145
Ordinary income (in dollars per share)	0.20704
Capital gain (in dollars per share)	0.00426
Non-taxable portion (in dollars per share)	0.00319
Common Shares [Member] | Dividend Payment Date 2022 Q4 Member [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Gross dividend paid per share (in dollars per share)	0.2145
Ordinary income (in dollars per share)	0.20704
Capital gain (in dollars per share)	0.00426
Non-taxable portion (in dollars per share)	0.00319
Common Shares [Member] | Dividend Payment Date 2021 Q1 [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Gross dividend paid per share (in dollars per share)		0.125
Ordinary income (in dollars per share)		0.10924
Capital gain (in dollars per share)		0.01576
Non-taxable portion (in dollars per share)		0
Common Shares [Member] | Dividend Payment Date 2021 Q2 [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Gross dividend paid per share (in dollars per share)		0.125
Ordinary income (in dollars per share)		0.10924
Capital gain (in dollars per share)		0.01576
Non-taxable portion (in dollars per share)		0
Common Shares [Member] | Dividend Payment Date 2021 Q3 [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Gross dividend paid per share (in dollars per share)		0.207
Ordinary income (in dollars per share)		0.1809
Capital gain (in dollars per share)		0.0261
Non-taxable portion (in dollars per share)		0
Common Shares [Member] | Dividend Payment Date 2021 Q4 [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Gross dividend paid per share (in dollars per share)		0.207
Ordinary income (in dollars per share)		0.1809
Capital gain (in dollars per share)		0.0261
Non-taxable portion (in dollars per share)		0
Class A Common Shares [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Gross dividend paid per share (in dollars per share)	0.95	0.74
Ordinary income (in dollars per share)	0.91696	0.6467
Capital gain (in dollars per share)	0.018884	0.0933
Non-taxable portion (in dollars per share)	0.01416	0
Class A Common Shares [Member] | Dividend Payment Date 2022Q1 Member [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Gross dividend paid per share (in dollars per share)	0.2375
Ordinary income (in dollars per share)	0.22924
Capital gain (in dollars per share)	0.004721
Non-taxable portion (in dollars per share)	0.00354
Class A Common Shares [Member] | Dividend Payment Date 2022 Q2 Member [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Gross dividend paid per share (in dollars per share)	0.2375
Ordinary income (in dollars per share)	0.22924
Capital gain (in dollars per share)	0.004721
Non-taxable portion (in dollars per share)	0.00354
Class A Common Shares [Member] | Dividend Payment Date 2022 Q3 Member [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Gross dividend paid per share (in dollars per share)	0.2375
Ordinary income (in dollars per share)	0.22924
Capital gain (in dollars per share)	0.004721
Non-taxable portion (in dollars per share)	0.00354
Class A Common Shares [Member] | Dividend Payment Date 2022 Q4 Member [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Gross dividend paid per share (in dollars per share)	0.2375
Ordinary income (in dollars per share)	0.22924
Capital gain (in dollars per share)	0.004721
Non-taxable portion (in dollars per share)	$ 0.00354
Class A Common Shares [Member] | Dividend Payment Date 2021 Q1 [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Gross dividend paid per share (in dollars per share)		0.14
Ordinary income (in dollars per share)		0.12235
Capital gain (in dollars per share)		0.01765
Non-taxable portion (in dollars per share)		0
Class A Common Shares [Member] | Dividend Payment Date 2021 Q2 [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Gross dividend paid per share (in dollars per share)		0.14
Ordinary income (in dollars per share)		0.12235
Capital gain (in dollars per share)		0.01765
Non-taxable portion (in dollars per share)		0
Class A Common Shares [Member] | Dividend Payment Date 2021 Q3 [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Gross dividend paid per share (in dollars per share)		0.23
Ordinary income (in dollars per share)		0.201
Capital gain (in dollars per share)		0.029
Non-taxable portion (in dollars per share)		0
Class A Common Shares [Member] | Dividend Payment Date 2021 Q4 [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Gross dividend paid per share (in dollars per share)		0.23
Ordinary income (in dollars per share)		0.201
Capital gain (in dollars per share)		0.029
Non-taxable portion (in dollars per share)		$ 0
Common Stock [Member] | Common Shares [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Common stock, shares authorized (in shares) | shares	30,000,000	30,000,000
Voting rights per share | Vote	1	1
Shares issued under the dividend reinvestment plan (in shares) | shares	3,600	3,341	4,451
Common Stock available for issuance (in shares) | shares	322,469
Common Stock [Member] | Class A Common Shares [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Common stock, shares authorized (in shares) | shares	100,000,000	100,000,000
Voting rights per share | Vote	0.05	0.05
Shares issued under the dividend reinvestment plan (in shares) | shares	7,538	5,355	6,837
Common Stock available for issuance (in shares) | shares	368,003
Preferred Stock [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Preferred stock, shares authorized (in shares) | shares	50,000,000	50,000,000
Preferred Stock [Member] | Series I & J Participating Preferred Stock [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Preferred shares purchaseable per right (in shares) | shares	0.01
Exercise price per right (in dollars per right)	$ 85
Value of common shares as a multiple of the exercise price of the right	200.00%
Preferred Stock [Member] | Series I & J Participating Preferred Stock [Member] | Minimum [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Percentage of combined voting power of Common Shares to trigger rights distribution	10.00%
Percentage of ownership offer to trigger rights distribution	30.00%
Preferred Stock [Member] | 6.25% Series H Preferred Stock [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Redemption price (in dollars per share)	$ 25
Preferred stock, dividend rate	6.25%	6.25%	6.25%
Number of quarters with cumulative arrearage of quarterly dividends to trigger the election of additional board members by holders of preferred stock | Quarter	6
Number of directors redeemable preferred stockholders are entitled to elect | Director	2
Redemption date of preferred stock	Sep. 18, 2022
Preferred Stock [Member] | 5.875% Series K Cumulative Preferred Stock [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Redemption price (in dollars per share)	$ 25
Preferred stock, dividend rate	5.875%	5.875%	5.875%
Number of quarters with cumulative arrearage of quarterly dividends to trigger the election of additional board members by holders of preferred stock | Quarter	6
Number of directors redeemable preferred stockholders are entitled to elect | Director	2
Redemption date of preferred stock	Oct. 01, 2024
Excess Stock [Member]
Authorized Stock, Preferred Stock, and Common Stock [Abstract]
Excess stock, shares authorized (in shares) | shares	20,000,000	20,000,000

XML

STOCKHOLDERS' EQUITY, Stock Repurchase (Details) - $ / shares	2 Months Ended	12 Months Ended
	Dec. 19, 2022	Oct. 31, 2022	Oct. 31, 2021	Jan. 13, 2023
Common Stock [Member] | Prior Share Repurchase Program [Member]
Stock Repurchase [Abstract]
Stock Repurchased During Period, Shares		12,877	29,154
Stock repurchase price per share		$ 17.8	$ 16.76
Common Stock [Member] | Current Program [Member]
Stock Repurchase [Abstract]
Stock Repurchased During Period, Shares		6,840
Stock repurchase price per share		$ 17.91
Number of shares repurchased to date (in shares)		7,127
Common Stock [Member] | 10b5-1(c)(1) Share Repurchase Program [Member]
Stock Repurchase [Abstract]
Stock Repurchased During Period, Shares	287
Stock repurchase price per share	$ 18.4
Common Stock [Member] | All Share Repurchase Programs [Member]
Stock Repurchase [Abstract]
Number of shares repurchased to date (in shares)				53,758
Class A Common Stock [Member] | Prior Share Repurchase Program [Member]
Stock Repurchase [Abstract]
Stock Repurchased During Period, Shares		716,934	29,154
Stock repurchase price per share		$ 17.56	$ 19.15
Class A Common Stock [Member] | Current Program [Member]
Stock Repurchase [Abstract]
Stock Repurchased During Period, Shares		485,998
Stock repurchase price per share		$ 17.07
Number of shares repurchased to date (in shares)		602,014
Class A Common Stock [Member] | 10b5-1(c)(1) Share Repurchase Program [Member]
Stock Repurchase [Abstract]
Stock Repurchased During Period, Shares	116,016
Stock repurchase price per share	$ 18.39
Class A Common Stock [Member] | All Share Repurchase Programs [Member]
Stock Repurchase [Abstract]
Number of shares repurchased to date (in shares)				2,268,093
Class A Common Shares or Common Shares [Member] | Prior Share Repurchase Program [Member]
Stock Repurchase [Abstract]
Number of shares authorized for repurchase (in shares)		2,000,000
Class A Common Shares or Common Shares [Member] | Current Program [Member]
Stock Repurchase [Abstract]
Number of shares authorized for repurchase (in shares)		2,000,000

XML

STOCK COMPENSATION AND OTHER BENEFIT PLANS (Details) - USD ($)		12 Months Ended
	Dec. 14, 2022	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2020
Savings Plan [Abstract]
Company contributions to 401K Plan		$ 277,000	$ 267,000	$ 253,000
Common Shares [Member]
Non-vested shares, number of shares [Roll forward]
Granted (in shares)	109,800
Class A Common Stock [Member]
Non-vested shares, number of shares [Roll forward]
Granted (in shares)	151,750
Restricted Stock [Member]
Restricted Stock Plan [Abstract]
Grant date fair value of restricted stock grants awarded to participants		5,200,000
Unamortized restricted stock compensation		$ 12,400,000
Weighted average period for recognizing unamortized expense		4 years 7 months 6 days
Compensation expense		$ 3,657,000	$ 3,938,000	5,523,000
Allocated Share Based Payment Related to Former Chairman				$ 1,400,000
Restricted Stock [Member] | Common Shares [Member]
Restricted Stock Plan [Abstract]
Number of shares authorized (in shares)		350,000
Non-vested shares, number of shares [Roll forward]
Non-vested at October 31, 2021		927,800
Granted (in shares)		109,500
Vested (in shares)		(103,100)
Forfeited (in shares)		0
Non-vested at October 31, 2022		934,200	927,800
Non-vested shares, weighted-average grant-date fair value [Roll forward]
Non-vested, beginning of period (in dollars per share)		$ 17.08
Granted (in dollars per share)		18.47
Vested (in dollars per share)		18.3
Forfeited (in dollars per share)		0
Non-vested, end of period (in dollars per share)		$ 17.11	$ 17.08
Restricted Stock [Member] | Class A Common Stock [Member]
Restricted Stock Plan [Abstract]
Number of shares authorized (in shares)		350,000
Non-vested shares, number of shares [Roll forward]
Non-vested at October 31, 2021		521,700
Granted (in shares)		149,000
Vested (in shares)		(87,100)
Forfeited (in shares)		(36,300)
Non-vested at October 31, 2022		547,300	521,700
Non-vested shares, weighted-average grant-date fair value [Roll forward]
Non-vested, beginning of period (in dollars per share)		$ 20.12
Granted (in dollars per share)		21.32
Vested (in dollars per share)		23.45
Forfeited (in dollars per share)		19.49
Non-vested, end of period (in dollars per share)		$ 19.96	$ 20.12
Restricted Stock [Member] | Class A Common Shares or Common Shares [Member]
Restricted Stock Plan [Abstract]
Number of shares authorized (in shares)		5,500,000
Restricted Stock Plan [Member] | Class A Common Shares or Common Shares [Member]
Restricted Stock Plan [Abstract]
Number of shares authorized (in shares)		4,800,000

XML

FAIR VALUE MEASUREMENTS (Details) - USD ($)	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2020
Assets [Abstract]
Interest Rate Swap Agreements	$ 15,900,000	$ 515,000
Fair Value Measurements [Abstract]
Increase (decrease) in redemption value of noncontrolling interest	(1,948,000)	10,450,000	$ (15,047,000)
Estimated fair value of mortgage notes payable and other loans	278,000,000	300,000,000
Recurring [Member]
Assets [Abstract]
Interest Rate Swap Agreements	15,856,000	515,000
Liabilities [Abstract]
Interest Rate Swap Agreements		6,735,000
Redeemable noncontrolling interests	61,550,000	67,395,000
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Assets [Abstract]
Interest Rate Swap Agreements	0	0
Liabilities [Abstract]
Interest Rate Swap Agreements		0
Redeemable noncontrolling interests	11,979,000	20,283,000
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member]
Assets [Abstract]
Interest Rate Swap Agreements	15,856,000	515,000
Liabilities [Abstract]
Interest Rate Swap Agreements		6,735,000
Redeemable noncontrolling interests	49,571,000	46,566,000
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member]
Assets [Abstract]
Interest Rate Swap Agreements	0	0
Liabilities [Abstract]
Interest Rate Swap Agreements		0
Redeemable noncontrolling interests	$ 0	$ 546,000

XML

COMMITMENTS AND CONTINGENCIES (Details) $ in Millions	12 Months Ended
	Oct. 31, 2022 USD ($)
COMMITMENTS AND CONTINGENCIES [Abstract]
Commitments for tenant related obligations	$ 10.5

XML

SUBSEQUENT EVENTS (Details) $ / shares in Units, $ in Millions	Dec. 14, 2022 USD ($) $ / shares shares
Restricted Stock Awards [Abstract]
Fair value of shares awarded | $	$ 4.9
Common Stock [Member]
Restricted Stock Awards [Abstract]
Number of shares awarded (in shares) | shares	109,800
Class A Common Shares [Member]
Restricted Stock Awards [Abstract]
Number of shares awarded (in shares) | shares	151,750
Dividend Declared [Member] | Common Stock [Member]
Dividends Declared [Abstract]
Dividends payable, date declared	Dec. 14, 2022
Cash dividends declared (in dollars per share) | $ / shares	$ 0.225
Dividends payable, date to be paid	Jan. 14, 2023
Dividends payable, record date	Jan. 05, 2023
Dividend Declared [Member] | Class A Common Shares [Member]
Dividends Declared [Abstract]
Dividends payable, date declared	Dec. 14, 2022
Cash dividends declared (in dollars per share) | $ / shares	$ 0.25
Dividends payable, date to be paid	Jan. 14, 2023
Dividends payable, record date	Jan. 05, 2023

XML

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION, Part I (Details) - USD ($) $ in Thousands		12 Months Ended
		Oct. 31, 2022		Oct. 31, 2021		Oct. 31, 2020		Oct. 31, 2019
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 299,153
Initial Cost to Company [Abstract]
Land	[1]	237,315
Building & Improvements	[1]	801,688
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	8,529
Building & Improvements	[1]	142,824
Amount at which Carried at Close of Period [Abstract]
Land	[1]	245,844
Building & Improvements	[1]	944,512
TOTAL		1,190,356	[1],[2]	$ 1,148,382	[2]	$ 1,149,182	[2]	$ 1,141,770
Accumulated Depreciation		303,488	[1],[3]	$ 278,605		$ 261,325		$ 241,154
Office Buildings [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	0
Initial Cost to Company [Abstract]
Land	[1]	2,076
Building & Improvements	[1]	6,378
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	0
Building & Improvements	[1]	3,242
Amount at which Carried at Close of Period [Abstract]
Land	[1]	2,076
Building & Improvements	[1]	9,620
TOTAL	[1]	11,696
Accumulated Depreciation	[1],[3]	5,081
Office Buildings [Member] | Greenwich, CT 1 [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	0
Initial Cost to Company [Abstract]
Land	[1]	708
Building & Improvements	[1]	1,641
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	0
Building & Improvements	[1]	505
Amount at which Carried at Close of Period [Abstract]
Land	[1]	708
Building & Improvements	[1]	2,146
TOTAL	[1]	2,854
Accumulated Depreciation	[1],[3]	$ 1,020
Date Constructed/Acquired	[1]	2001
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	31 years 6 months
Office Buildings [Member] | Greenwich, CT 2 [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	488
Building & Improvements	[1]	1,139
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	0
Building & Improvements	[1]	570
Amount at which Carried at Close of Period [Abstract]
Land	[1]	488
Building & Improvements	[1]	1,709
TOTAL	[1]	2,197
Accumulated Depreciation	[1],[3]	$ 932
Date Constructed/Acquired	[1]	2000
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	31 years 6 months
Office Buildings [Member] | Greenwich, CT 3 [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	570
Building & Improvements	[1]	2,359
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	0
Building & Improvements	[1]	1,281
Amount at which Carried at Close of Period [Abstract]
Land	[1]	570
Building & Improvements	[1]	3,640
TOTAL	[1]	4,210
Accumulated Depreciation	[1],[3]	$ 1,911
Date Constructed/Acquired	[1]	1998
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	31 years 6 months
Office Buildings [Member] | Greenwich, CT 4 [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	199
Building & Improvements	[1]	795
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	(1)
Building & Improvements	[1]	565
Amount at which Carried at Close of Period [Abstract]
Land	[1]	198
Building & Improvements	[1]	1,360
TOTAL	[1]	1,558
Accumulated Depreciation	[1],[3]	$ 780
Date Constructed/Acquired	[1]	1993
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	31 years 6 months
Office Buildings [Member] | Greenwich, CT 5 [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	111
Building & Improvements	[1]	444
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	1
Building & Improvements	[1]	321
Amount at which Carried at Close of Period [Abstract]
Land	[1]	112
Building & Improvements	[1]	765
TOTAL	[1]	877
Accumulated Depreciation	[1],[3]	$ 438
Date Constructed/Acquired	[1]	1994
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	31 years 6 months
Retail Properties [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 299,153
Initial Cost to Company [Abstract]
Land	[1]	235,239
Building & Improvements	[1]	795,310
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	8,529
Building & Improvements	[1]	139,582
Amount at which Carried at Close of Period [Abstract]
Land	[1]	243,768
Building & Improvements	[1]	934,892
TOTAL	[1]	1,178,660
Accumulated Depreciation	[1],[3]	298,407
Retail Properties [Member] | Bronxville, NY [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	0
Initial Cost to Company [Abstract]
Land	[1]	60
Building & Improvements	[1]	239
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	95
Building & Improvements	[1]	770
Amount at which Carried at Close of Period [Abstract]
Land	[1]	155
Building & Improvements	[1]	1,009
TOTAL	[1]	1,164
Accumulated Depreciation	[1],[3]	$ 317
Date Constructed/Acquired	[1]	2009
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Yonkers, NY [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	30
Building & Improvements	[1]	121
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	183
Building & Improvements	[1]	734
Amount at which Carried at Close of Period [Abstract]
Land	[1]	213
Building & Improvements	[1]	855
TOTAL	[1]	1,068
Accumulated Depreciation	[1],[3]	$ 286
Date Constructed/Acquired	[1]	2009
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Yonkers, NY 2 [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	30
Building & Improvements	[1]	121
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	85
Building & Improvements	[1]	342
Amount at which Carried at Close of Period [Abstract]
Land	[1]	115
Building & Improvements	[1]	463
TOTAL	[1]	578
Accumulated Depreciation	[1],[3]	$ 155
Date Constructed/Acquired	[1]	2009
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | New Milford, CT [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	2,114
Building & Improvements	[1]	8,456
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	110
Building & Improvements	[1]	887
Amount at which Carried at Close of Period [Abstract]
Land	[1]	2,224
Building & Improvements	[1]	9,343
TOTAL	[1]	11,567
Accumulated Depreciation	[1],[3]	$ 3,409
Date Constructed/Acquired	[1]	2008
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | New Milford, CT 2 [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	4,492
Building & Improvements	[1]	17,967
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	166
Building & Improvements	[1]	3,521
Amount at which Carried at Close of Period [Abstract]
Land	[1]	4,658
Building & Improvements	[1]	21,488
TOTAL	[1]	26,146
Accumulated Depreciation	[1],[3]	$ 7,380
Date Constructed/Acquired	[1]	2010
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Newark, NJ [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 9,601
Initial Cost to Company [Abstract]
Land	[1]	5,252
Building & Improvements	[1]	21,023
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	0
Building & Improvements	[1]	2,233
Amount at which Carried at Close of Period [Abstract]
Land	[1]	5,252
Building & Improvements	[1]	23,256
TOTAL	[1]	28,508
Accumulated Depreciation	[1],[3]	$ 8,927
Date Constructed/Acquired	[1]	2008
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Waldwick, NJ [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	1,266
Building & Improvements	[1]	5,064
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	0
Building & Improvements	[1]	41
Amount at which Carried at Close of Period [Abstract]
Land	[1]	1,266
Building & Improvements	[1]	5,105
TOTAL	[1]	6,371
Accumulated Depreciation	[1],[3]	$ 1,942
Date Constructed/Acquired	[1]	2007
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Emerson, NJ [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 68
Initial Cost to Company [Abstract]
Land	[1]	3,633
Building & Improvements	[1]	14,531
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	0
Building & Improvements	[1]	1,949
Amount at which Carried at Close of Period [Abstract]
Land	[1]	3,633
Building & Improvements	[1]	16,480
TOTAL	[1]	20,113
Accumulated Depreciation	[1],[3]	$ 6,736
Date Constructed/Acquired	[1]	2007
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Pelham, NY [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	1,694
Building & Improvements	[1]	6,843
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	0
Building & Improvements	[1]	149
Amount at which Carried at Close of Period [Abstract]
Land	[1]	1,694
Building & Improvements	[1]	6,992
TOTAL	[1]	8,686
Accumulated Depreciation	[1],[3]	$ 2,941
Date Constructed/Acquired	[1]	2006
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Stratford,CT [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 34,143
Initial Cost to Company [Abstract]
Land	[1]	10,173
Building & Improvements	[1]	40,794
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	3,928
Building & Improvements	[1]	27,901
Amount at which Carried at Close of Period [Abstract]
Land	[1]	14,101
Building & Improvements	[1]	68,695
TOTAL	[1]	82,796
Accumulated Depreciation	[1],[3]	$ 26,255
Date Constructed/Acquired	[1]	2005
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Yorktown Heights, NY [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	5,786
Building & Improvements	[1]	23,221
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	0
Building & Improvements	[1]	16,271
Amount at which Carried at Close of Period [Abstract]
Land	[1]	5,786
Building & Improvements	[1]	39,492
TOTAL	[1]	45,278
Accumulated Depreciation	[1],[3]	$ 14,102
Date Constructed/Acquired	[1]	2005
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Rye, NY [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	909
Building & Improvements	[1]	3,637
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	0
Building & Improvements	[1]	293
Amount at which Carried at Close of Period [Abstract]
Land	[1]	909
Building & Improvements	[1]	3,930
TOTAL	[1]	4,839
Accumulated Depreciation	[1],[3]	$ 1,882
Date Constructed/Acquired	[1]	2004
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Rye, NY 2 [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	483
Building & Improvements	[1]	1,930
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	0
Building & Improvements	[1]	106
Amount at which Carried at Close of Period [Abstract]
Land	[1]	483
Building & Improvements	[1]	2,036
TOTAL	[1]	2,519
Accumulated Depreciation	[1],[3]	$ 956
Date Constructed/Acquired	[1]	2004
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Rye, NY 3 [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	239
Building & Improvements	[1]	958
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	0
Building & Improvements	[1]	64
Amount at which Carried at Close of Period [Abstract]
Land	[1]	239
Building & Improvements	[1]	1,022
TOTAL	[1]	1,261
Accumulated Depreciation	[1],[3]	$ 486
Date Constructed/Acquired	[1]	2004
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Rye, NY 4 [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	695
Building & Improvements	[1]	2,782
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	0
Building & Improvements	[1]	20
Amount at which Carried at Close of Period [Abstract]
Land	[1]	695
Building & Improvements	[1]	2,802
TOTAL	[1]	3,497
Accumulated Depreciation	[1],[3]	$ 1,335
Date Constructed/Acquired	[1]	2004
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Somers, NY [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	4,318
Building & Improvements	[1]	17,268
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	0
Building & Improvements	[1]	594
Amount at which Carried at Close of Period [Abstract]
Land	[1]	4,318
Building & Improvements	[1]	17,862
TOTAL	[1]	22,180
Accumulated Depreciation	[1],[3]	$ 8,761
Date Constructed/Acquired	[1]	2003
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Westport, CT [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	2,076
Building & Improvements	[1]	8,305
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	0
Building & Improvements	[1]	896
Amount at which Carried at Close of Period [Abstract]
Land	[1]	2,076
Building & Improvements	[1]	9,201
TOTAL	[1]	11,277
Accumulated Depreciation	[1],[3]	$ 4,542
Date Constructed/Acquired	[1]	2003
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Orange, CT [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	2,320
Building & Improvements	[1]	10,564
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	0
Building & Improvements	[1]	6,180
Amount at which Carried at Close of Period [Abstract]
Land	[1]	2,320
Building & Improvements	[1]	16,744
TOTAL	[1]	19,064
Accumulated Depreciation	[1],[3]	$ 6,993
Date Constructed/Acquired	[1]	2003
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Stamford, CT [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 44,324
Initial Cost to Company [Abstract]
Land	[1]	17,964
Building & Improvements	[1]	71,859
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	2
Building & Improvements	[1]	4,708
Amount at which Carried at Close of Period [Abstract]
Land	[1]	17,966
Building & Improvements	[1]	76,567
TOTAL	[1]	94,533
Accumulated Depreciation	[1],[3]	$ 38,841
Date Constructed/Acquired	[1]	2002
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Danbury, CT [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	2,459
Building & Improvements	[1]	4,566
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	0
Building & Improvements	[1]	1,118
Amount at which Carried at Close of Period [Abstract]
Land	[1]	2,459
Building & Improvements	[1]	5,684
TOTAL	[1]	8,143
Accumulated Depreciation	[1],[3]	$ 3,111
Date Constructed/Acquired	[1]	2002
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Briarcliff, NY 1 [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	2,222
Building & Improvements	[1]	5,185
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	1,234
Building & Improvements	[1]	8,763
Amount at which Carried at Close of Period [Abstract]
Land	[1]	3,456
Building & Improvements	[1]	13,948
TOTAL	[1]	17,404
Accumulated Depreciation	[1],[3]	$ 4,997
Date Constructed/Acquired	[1]	2001
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	40 years
Retail Properties [Member] | Somers, NY 2 [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	1,833
Building & Improvements	[1]	7,383
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	0
Building & Improvements	[1]	4,578
Amount at which Carried at Close of Period [Abstract]
Land	[1]	1,833
Building & Improvements	[1]	11,961
TOTAL	[1]	13,794
Accumulated Depreciation	[1],[3]	$ 6,127
Date Constructed/Acquired	[1]	1999
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	31 years 6 months
Retail Properties [Member] | Briarcliff, NY 2 [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	380
Building & Improvements	[1]	1,531
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	0
Building & Improvements	[1]	300
Amount at which Carried at Close of Period [Abstract]
Land	[1]	380
Building & Improvements	[1]	1,831
TOTAL	[1]	2,211
Accumulated Depreciation	[1],[3]	$ 998
Date Constructed/Acquired	[1]	1999
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	40 years
Retail Properties [Member] | Briarcliff, NY 3 [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 13,492
Initial Cost to Company [Abstract]
Land	[1]	2,300
Building & Improvements	[1]	9,708
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	2
Building & Improvements	[1]	2,567
Amount at which Carried at Close of Period [Abstract]
Land	[1]	2,302
Building & Improvements	[1]	12,275
TOTAL	[1]	14,577
Accumulated Depreciation	[1],[3]	$ 7,015
Date Constructed/Acquired	[1]	1998
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	40 years
Retail Properties [Member] | Ridgefield, CT [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	900
Building & Improvements	[1]	3,793
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	291
Building & Improvements	[1]	3,515
Amount at which Carried at Close of Period [Abstract]
Land	[1]	1,191
Building & Improvements	[1]	7,308
TOTAL	[1]	8,499
Accumulated Depreciation	[1],[3]	$ 3,207
Date Constructed/Acquired	[1]	1998
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	40 years
Retail Properties [Member] | Darien, CT [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 23,433
Initial Cost to Company [Abstract]
Land	[1]	4,260
Building & Improvements	[1]	17,192
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	0
Building & Improvements	[1]	1,023
Amount at which Carried at Close of Period [Abstract]
Land	[1]	4,260
Building & Improvements	[1]	18,215
TOTAL	[1]	22,475
Accumulated Depreciation	[1],[3]	$ 10,572
Date Constructed/Acquired	[1]	1998
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	40 years
Retail Properties [Member] | Eastchester, NY [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	1,500
Building & Improvements	[1]	6,128
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	0
Building & Improvements	[1]	2,855
Amount at which Carried at Close of Period [Abstract]
Land	[1]	1,500
Building & Improvements	[1]	8,983
TOTAL	[1]	10,483
Accumulated Depreciation	[1],[3]	$ 5,113
Date Constructed/Acquired	[1]	1997
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	31 years
Retail Properties [Member] | Danbury, CT 2 [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	3,850
Building & Improvements	[1]	15,811
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	0
Building & Improvements	[1]	1,462
Amount at which Carried at Close of Period [Abstract]
Land	[1]	3,850
Building & Improvements	[1]	17,273
TOTAL	[1]	21,123
Accumulated Depreciation	[1],[3]	$ 11,394
Date Constructed/Acquired	[1]	1995
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	31 years 6 months
Retail Properties [Member] | Carmel, NY [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	1,488
Building & Improvements	[1]	5,973
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	0
Building & Improvements	[1]	428
Amount at which Carried at Close of Period [Abstract]
Land	[1]	1,488
Building & Improvements	[1]	6,401
TOTAL	[1]	7,889
Accumulated Depreciation	[1],[3]	$ 4,221
Date Constructed/Acquired	[1]	1995
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	31 years 6 months
Retail Properties [Member] | Somers, NY 3 [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	821
Building & Improvements	[1]	2,600
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	0
Building & Improvements	[1]	1,051
Amount at which Carried at Close of Period [Abstract]
Land	[1]	821
Building & Improvements	[1]	3,651
TOTAL	[1]	4,472
Accumulated Depreciation	[1],[3]	$ 2,237
Date Constructed/Acquired	[1]	1992
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	31 years 6 months
Retail Properties [Member] | Wayne, NJ [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 17,137
Initial Cost to Company [Abstract]
Land	[1]	2,492
Building & Improvements	[1]	9,966
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	0
Building & Improvements	[1]	7,412
Amount at which Carried at Close of Period [Abstract]
Land	[1]	2,492
Building & Improvements	[1]	17,378
TOTAL	[1]	19,870
Accumulated Depreciation	[1],[3]	$ 9,410
Date Constructed/Acquired	[1]	1992
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	31 years
Retail Properties [Member] | Katonah, NY [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	1,704
Building & Improvements	[1]	6,816
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	0
Building & Improvements	[1]	455
Amount at which Carried at Close of Period [Abstract]
Land	[1]	1,704
Building & Improvements	[1]	7,271
TOTAL	[1]	8,975
Accumulated Depreciation	[1],[3]	$ 2,241
Date Constructed/Acquired	[1]	2010
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Fairfield, CT [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	3,393
Building & Improvements	[1]	13,574
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	153
Building & Improvements	[1]	1,236
Amount at which Carried at Close of Period [Abstract]
Land	[1]	3,546
Building & Improvements	[1]	14,810
TOTAL	[1]	18,356
Accumulated Depreciation	[1],[3]	$ 4,366
Date Constructed/Acquired	[1]	2011
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | New Milford, CT 3 [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	2,168
Building & Improvements	[1]	8,672
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	0
Building & Improvements	[1]	612
Amount at which Carried at Close of Period [Abstract]
Land	[1]	2,168
Building & Improvements	[1]	9,284
TOTAL	[1]	11,452
Accumulated Depreciation	[1],[3]	$ 2,606
Date Constructed/Acquired	[1]	2011
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Eastchester, NY 2 [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	1,800
Building & Improvements	[1]	7,200
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	78
Building & Improvements	[1]	607
Amount at which Carried at Close of Period [Abstract]
Land	[1]	1,878
Building & Improvements	[1]	7,807
TOTAL	[1]	9,685
Accumulated Depreciation	[1],[3]	$ 2,147
Date Constructed/Acquired	[1]	2012
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Orangetown, CT [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 6,097
Initial Cost to Company [Abstract]
Land	[1]	3,200
Building & Improvements	[1]	12,800
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	30
Building & Improvements	[1]	7,767
Amount at which Carried at Close of Period [Abstract]
Land	[1]	3,230
Building & Improvements	[1]	20,567
TOTAL	[1]	23,797
Accumulated Depreciation	[1],[3]	$ 5,110
Date Constructed/Acquired	[1]	2012
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Greenwich, CT Retail 1 [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 4,061
Initial Cost to Company [Abstract]
Land	[1]	1,600
Building & Improvements	[1]	6,401
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	28
Building & Improvements	[1]	755
Amount at which Carried at Close of Period [Abstract]
Land	[1]	1,628
Building & Improvements	[1]	7,156
TOTAL	[1]	8,784
Accumulated Depreciation	[1],[3]	$ 1,876
Date Constructed/Acquired	[1]	2013
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Various [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	223
Building & Improvements	[1]	893
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	0
Building & Improvements	[1]	0
Amount at which Carried at Close of Period [Abstract]
Land	[1]	223
Building & Improvements	[1]	893
TOTAL	[1]	1,116
Accumulated Depreciation	[1],[3]	$ 219
Date Constructed/Acquired	[1]	2013
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Greenwich, CT Retail 2 [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 5,065
Initial Cost to Company [Abstract]
Land	[1]	1,998
Building & Improvements	[1]	7,994
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	53
Building & Improvements	[1]	331
Amount at which Carried at Close of Period [Abstract]
Land	[1]	2,051
Building & Improvements	[1]	8,325
TOTAL	[1]	10,376
Accumulated Depreciation	[1],[3]	$ 2,033
Date Constructed/Acquired	[1]	2013
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | New Providence, NJ [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 20,364
Initial Cost to Company [Abstract]
Land	[1]	6,970
Building & Improvements	[1]	27,880
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	463
Building & Improvements	[1]	3,004
Amount at which Carried at Close of Period [Abstract]
Land	[1]	7,433
Building & Improvements	[1]	30,884
TOTAL	[1]	38,317
Accumulated Depreciation	[1],[3]	$ 7,903
Date Constructed/Acquired	[1]	2013
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Bethel, CT [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	1,800
Building & Improvements	[1]	7,200
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	(18)
Building & Improvements	[1]	828
Amount at which Carried at Close of Period [Abstract]
Land	[1]	1,782
Building & Improvements	[1]	8,028
TOTAL	[1]	9,810
Accumulated Depreciation	[1],[3]	$ 1,650
Date Constructed/Acquired	[1]	2014
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Bloomfield, NJ [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	2,201
Building & Improvements	[1]	8,804
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	218
Building & Improvements	[1]	2,390
Amount at which Carried at Close of Period [Abstract]
Land	[1]	2,419
Building & Improvements	[1]	11,194
TOTAL	[1]	13,613
Accumulated Depreciation	[1],[3]	$ 2,404
Date Constructed/Acquired	[1]	2014
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Boonton, NJ [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 10,605
Initial Cost to Company [Abstract]
Land	[1]	3,670
Building & Improvements	[1]	14,680
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	14
Building & Improvements	[1]	493
Amount at which Carried at Close of Period [Abstract]
Land	[1]	3,684
Building & Improvements	[1]	15,173
TOTAL	[1]	18,857
Accumulated Depreciation	[1],[3]	$ 3,394
Date Constructed/Acquired	[1]	2014
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Yonkers, NY 3 [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 5,000
Initial Cost to Company [Abstract]
Land	[1]	3,060
Building & Improvements	[1]	12,240
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	333
Building & Improvements	[1]	1,432
Amount at which Carried at Close of Period [Abstract]
Land	[1]	3,393
Building & Improvements	[1]	13,672
TOTAL	[1]	17,065
Accumulated Depreciation	[1],[3]	$ 2,797
Date Constructed/Acquired	[1]	2014
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Greenwich, CT Retail 3 [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 6,997
Initial Cost to Company [Abstract]
Land	[1]	3,223
Building & Improvements	[1]	12,893
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	6
Building & Improvements	[1]	347
Amount at which Carried at Close of Period [Abstract]
Land	[1]	3,229
Building & Improvements	[1]	13,240
TOTAL	[1]	16,469
Accumulated Depreciation	[1],[3]	$ 2,757
Date Constructed/Acquired	[1]	2014
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	40 years
Retail Properties [Member] | Greenwich, CT Retail 4 [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 13,582
Initial Cost to Company [Abstract]
Land	[1]	6,257
Building & Improvements	[1]	25,029
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	27
Building & Improvements	[1]	1,157
Amount at which Carried at Close of Period [Abstract]
Land	[1]	6,284
Building & Improvements	[1]	26,186
TOTAL	[1]	32,470
Accumulated Depreciation	[1],[3]	$ 5,416
Date Constructed/Acquired	[1]	2014
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	40 years
Retail Properties [Member] | Midland Park, NJ [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 18,301
Initial Cost to Company [Abstract]
Land	[1]	8,740
Building & Improvements	[1]	34,960
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	(44)
Building & Improvements	[1]	907
Amount at which Carried at Close of Period [Abstract]
Land	[1]	8,696
Building & Improvements	[1]	35,867
TOTAL	[1]	44,563
Accumulated Depreciation	[1],[3]	$ 7,431
Date Constructed/Acquired	[1]	2015
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Pompton Lakes, NJ [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	8,140
Building & Improvements	[1]	32,560
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	(1,869)
Building & Improvements	[1]	(979)
Amount at which Carried at Close of Period [Abstract]
Land	[1]	6,271
Building & Improvements	[1]	31,581
TOTAL	[1]	37,852
Accumulated Depreciation	[1],[3]	$ 5,293
Date Constructed/Acquired	[1]	2015
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Wyckoff, NJ [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 7,265
Initial Cost to Company [Abstract]
Land	[1]	3,490
Building & Improvements	[1]	13,960
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	17
Building & Improvements	[1]	344
Amount at which Carried at Close of Period [Abstract]
Land	[1]	3,507
Building & Improvements	[1]	14,304
TOTAL	[1]	17,811
Accumulated Depreciation	[1],[3]	$ 2,911
Date Constructed/Acquired	[1]	2015
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Kinnelon, NJ [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 9,670
Initial Cost to Company [Abstract]
Land	[1]	4,540
Building & Improvements	[1]	18,160
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	(28)
Building & Improvements	[1]	3,980
Amount at which Carried at Close of Period [Abstract]
Land	[1]	4,512
Building & Improvements	[1]	22,140
TOTAL	[1]	26,652
Accumulated Depreciation	[1],[3]	$ 6,289
Date Constructed/Acquired	[1]	2015
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Fort Lee, NJ [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	798
Building & Improvements	[1]	3,192
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	(14)
Building & Improvements	[1]	(55)
Amount at which Carried at Close of Period [Abstract]
Land	[1]	784
Building & Improvements	[1]	3,137
TOTAL	[1]	3,921
Accumulated Depreciation	[1],[3]	$ 597
Date Constructed/Acquired	[1]	2015
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Harrison, NY [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	2,000
Building & Improvements	[1]	8,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	(10)
Building & Improvements	[1]	1,410
Amount at which Carried at Close of Period [Abstract]
Land	[1]	1,990
Building & Improvements	[1]	9,410
TOTAL	[1]	11,400
Accumulated Depreciation	[1],[3]	$ 1,665
Date Constructed/Acquired	[1]	2015
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Stamford, Ct - Newfield [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 19,810
Initial Cost to Company [Abstract]
Land	[1]	12,686
Building & Improvements	[1]	32,620
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	0
Building & Improvements	[1]	1,667
Amount at which Carried at Close of Period [Abstract]
Land	[1]	12,686
Building & Improvements	[1]	34,287
TOTAL	[1]	46,973
Accumulated Depreciation	[1],[3]	$ 5,484
Date Constructed/Acquired	[1]	2016
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Stamford, CT - High Ridge [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	3,691
Building & Improvements	[1]	9,491
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	0
Building & Improvements	[1]	93
Amount at which Carried at Close of Period [Abstract]
Land	[1]	3,691
Building & Improvements	[1]	9,584
TOTAL	[1]	13,275
Accumulated Depreciation	[1],[3]	$ 1,504
Date Constructed/Acquired	[1]	2016
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Derby, CT - Aldi [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	651
Building & Improvements	[1]	7,652
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	0
Building & Improvements	[1]	286
Amount at which Carried at Close of Period [Abstract]
Land	[1]	651
Building & Improvements	[1]	7,938
TOTAL	[1]	8,589
Accumulated Depreciation	[1],[3]	$ 1,217
Date Constructed/Acquired	[1]	2017
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Passaic, NJ - Van Houten [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	2,039
Building & Improvements	[1]	5,616
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	1
Building & Improvements	[1]	1,568
Amount at which Carried at Close of Period [Abstract]
Land	[1]	2,040
Building & Improvements	[1]	7,184
TOTAL	[1]	9,224
Accumulated Depreciation	[1],[3]	$ 1,218
Date Constructed/Acquired	[1]	2017
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Stamford, CT - High Ridge Center [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 9,093
Initial Cost to Company [Abstract]
Land	[1]	17,178
Building & Improvements	[1]	43,677
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	189
Building & Improvements	[1]	1,221
Amount at which Carried at Close of Period [Abstract]
Land	[1]	17,367
Building & Improvements	[1]	44,898
TOTAL	[1]	62,265
Accumulated Depreciation	[1],[3]	$ 6,485
Date Constructed/Acquired	[1]	2017
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Stamford, CT - High Ridge Chase [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	2,376
Building & Improvements	[1]	1,458
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	0
Building & Improvements	[1]	0
Amount at which Carried at Close of Period [Abstract]
Land	[1]	2,376
Building & Improvements	[1]	1,458
TOTAL	[1]	3,834
Accumulated Depreciation	[1],[3]	$ 209
Date Constructed/Acquired	[1]	2017
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Greenwich, CT - High Ridge CVS [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 1,006
Initial Cost to Company [Abstract]
Land	[1]	2,295
Building & Improvements	[1]	2,700
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	0
Building & Improvements	[1]	4
Amount at which Carried at Close of Period [Abstract]
Land	[1]	2,295
Building & Improvements	[1]	2,704
TOTAL	[1]	4,999
Accumulated Depreciation	[1],[3]	$ 388
Date Constructed/Acquired	[1]	2017
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Waldwick, NJ - Waldwick Plaza [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	2,761
Building & Improvements	[1]	5,571
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	1
Building & Improvements	[1]	315
Amount at which Carried at Close of Period [Abstract]
Land	[1]	2,762
Building & Improvements	[1]	5,886
TOTAL	[1]	8,648
Accumulated Depreciation	[1],[3]	$ 806
Date Constructed/Acquired	[1]	2017
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Dumont, NJ - Washington Commons [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 8,989
Initial Cost to Company [Abstract]
Land	[1]	6,646
Building & Improvements	[1]	15,341
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	3
Building & Improvements	[1]	440
Amount at which Carried at Close of Period [Abstract]
Land	[1]	6,649
Building & Improvements	[1]	15,781
TOTAL	[1]	22,430
Accumulated Depreciation	[1],[3]	$ 2,141
Date Constructed/Acquired	[1]	2017
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Ridgefield, CT - 470 Main [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	293
Building & Improvements	[1]	2,782
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	0
Building & Improvements	[1]	480
Amount at which Carried at Close of Period [Abstract]
Land	[1]	293
Building & Improvements	[1]	3,262
TOTAL	[1]	3,555
Accumulated Depreciation	[1],[3]	$ 477
Date Constructed/Acquired	[1]	2017
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Yonkers, NY - Tanglewood [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	7,525
Building & Improvements	[1]	5,920
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	1
Building & Improvements	[1]	350
Amount at which Carried at Close of Period [Abstract]
Land	[1]	7,526
Building & Improvements	[1]	6,270
TOTAL	[1]	13,796
Accumulated Depreciation	[1],[3]	$ 744
Date Constructed/Acquired	[1]	2017
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | New City, NY - New City Retail [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 0
Initial Cost to Company [Abstract]
Land	[1]	2,494
Building & Improvements	[1]	631
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	12
Building & Improvements	[1]	4
Amount at which Carried at Close of Period [Abstract]
Land	[1]	2,506
Building & Improvements	[1]	635
TOTAL	[1]	3,141
Accumulated Depreciation	[1],[3]	$ 72
Date Constructed/Acquired	[1]	2017
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Brewster, NY [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	[1]	$ 11,050
Initial Cost to Company [Abstract]
Land	[1]	4,106
Building & Improvements	[1]	10,620
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	[1]	2,789
Building & Improvements	[1]	3,383
Amount at which Carried at Close of Period [Abstract]
Land	[1]	6,895
Building & Improvements	[1]	14,003
TOTAL	[1]	20,898
Accumulated Depreciation	[1],[3]	$ 1,490
Date Constructed/Acquired	[1]	2019
Life on which depreciation for building and improvements in latest income statement is computed	[1],[4]	39 years
Retail Properties [Member] | Shelton, CT [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances		$ 0
Initial Cost to Company [Abstract]
Land		11,484
Building & Improvements		21,804
Cost Capitalized Subsequent to Acquisition [Abstract]
Land		0
Building & Improvements		19
Amount at which Carried at Close of Period [Abstract]
Land		11,484
Building & Improvements		21,823
TOTAL		33,307
Accumulated Depreciation		$ 419
Date Constructed/Acquired		2022
Life on which depreciation for building and improvements in latest income statement is computed		39 years

[1] RECONCILIATION OF REAL ESTATE-OWNED SUBJECT TO OPERATING LEASES

[2] The aggregate cost for Federal Income Tax purposes for real estate subject to operating leases was approximately $932 million at October 31, 2022.

[3] RECONCILIATION OF ACCUMULATED DEPRECIATION

[4] Tenant improvement costs are depreciated over the life of the related leases, which range from 5 to 20 years.

XML

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION, Part II (Details) - USD ($) $ in Thousands		12 Months Ended
		Oct. 31, 2022		Oct. 31, 2021		Oct. 31, 2020
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at beginning of the year		$ 1,148,382	[1]	$ 1,149,182	[1]	$ 1,141,770
Property improvements during the year		15,219		14,391		24,443
Properties acquired during the year		33,288		0		0
Properties sold during the year		(4,596)		(6,258)		(11,335)
Property assets fully depreciated and written off		(1,937)		(8,933)		(5,696)
Balance at end of year	[1]	1,190,356	[2]	1,148,382		1,149,182
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at beginning of year		278,605		261,325		241,154
Provision during the year charged to income	[3]	27,715		27,494		27,438
Property sold during the year		(895)		(1,281)		(1,571)
Property assets fully depreciated and written off		(1,937)		(8,933)		(5,696)
Balance at end of year		303,488	[2],[4]	$ 278,605		$ 261,325
Investment in Real Estate, and Accumulated Depreciation [Abstract]
Aggregate cost for federal income tax purposes for real estate subject to operating leases		$ 932,000
Tenant Improvement Costs [Member] | Minimum [Member]
Investment in Real Estate, and Accumulated Depreciation [Abstract]
Life used for depreciation		5 years
Tenant Improvement Costs [Member] | Maximum [Member]
Investment in Real Estate, and Accumulated Depreciation [Abstract]
Life used for depreciation		20 years

[1] The aggregate cost for Federal Income Tax purposes for real estate subject to operating leases was approximately $932 million at October 31, 2022.

[2] RECONCILIATION OF REAL ESTATE-OWNED SUBJECT TO OPERATING LEASES

[3] The depreciation provision represents the expense calculated on real property only.

[4] RECONCILIATION OF ACCUMULATED DEPRECIATION