What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-02-17 compared with 2020-02-13 · 118 added, 73 removed, 283 unchanged (40% of the section changed)

18 unchanged sentences

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Over time, controls may become inadequate because of changes in conditions that cannot be anticipated at the present time, or the degree of compliance with the policies or procedures may deteriorate.

Over time, controls may become inadequate because of changes in conditions that cannot be anticipated at the present time, or the degree of

compliance with the policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

19 unchanged sentences

In designing and evaluating our control system, management recognized that any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives.

Further, the design of a control system must reflect the fact that there are resource constraints, and management necessarily was required

to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Further, the design of a control system must reflect the fact that there are resource constraints, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, that may affect our operation have been or will be detected.

15 unchanged sentences

We have audited the internal control over financial reporting of Urban Edge Properties and subsidiaries (the “Company”) as of December 31, 2020, 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 December 31, 2019, based on the criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, 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 financial statements and financial statement schedules as of and for the year ended December 31, 2020, of the Company and our report dated February 17, 2021, expressed an unqualified opinion on those financial statements.

22 unchanged sentences

We have audited the internal control over financial reporting of Urban Edge Properties LP (the “Operating Partnership”) as of December 31, 2020, 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 Operating Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on the criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

In our opinion, the Operating Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, 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 financial statements and financial statement schedules as of and for the year ended December 31, 2020, of the Operating Partnership and our report dated February 17, 2021, expressed an unqualified opinion on those financial statements.

26 unchanged sentences

The following table summarizes information, as of December 31, 2020, relating to our equity compensation plans pursuant to which our common shares or other equity securities may be granted from time to time.

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights (2)

Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights (2)

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column a)

Equity compensation plans approved by security holders 2,853,238 (1)

$ 21.14 3,592,281 (3)

Equity compensation plans not approved by security holders 1,352,890 (4)

Total 4,206,128 $ 21.33 3,592,281

(1) Includes an aggregate of (i) 221,665 common shares issuable upon exercise of outstanding options and (ii) 2,631,573 common shares issuable in exchange for common units which may, upon satisfaction of certain conditions, be issuable pursuant to outstanding LTIP Units in our Operating Partnership (“LTIP Units”).

The LTIP Units outstanding as of December 31, 2019 include 1,045,088 LTIP Units issued pursuant to our 2017 OPP, 2018 LTI Plan, and 2019 LTI Plan, which remain subject to performance-based vesting criteria.

The LTIP Units outstanding as of December 31, 2020 include 1,291,002 LTIP Units issued pursuant to our 2017 OPP, 2018 LTI Plan, 2019 LTI Plan, and 2020 LTI Plan which remain subject to performance-based vesting criteria.

(2) The LTIP Units do not have an exercise price.

8 unchanged sentences

The 2018 Inducement Equity Plan has a ten-year term expiring on September 20, 2028 and generally may be amended at any time by our Board of Trustees.

Included in the 2,352,890 common shares authorized to be issued under the 2018 Inducement Equity Plan are an aggregate of (i) 2,000,000 common shares issuable upon exercise of outstanding options and (ii) 352,890 common shares issuable in exchange for common units which may, upon satisfaction of certain conditions, be issuable pursuant to outstanding LTIP Units in our Operating Partnership (“LTIP Units”).

Included in the 1,170,628 common shares authorized to be issued under the 2018 Inducement Equity Plan are an aggregate of (i) 1,000,000 common shares issuable upon exercise of outstanding options and (ii) 170,628 common shares issuable in exchange for common units which may, upon satisfaction of certain conditions, be issuable pursuant to outstanding LTIP Units.

Additional information concerning security ownership of certain beneficial owners and management required by Item 12 will be included in the Proxy Statement to be filed relating to Urban Edge Properties’ 2021 Annual Meeting of Shareholders and is incorporated herein by reference.

15 unchanged sentences

The following exhibits are included as part of this Annual Report on Form 10-K:

Exhibit Number

Exhibit Description

Exhibit Number Exhibit Description

Separation and Distribution Agreement by and among Vornado Realty Trust, Vornado Realty L.P., Urban Edge Properties and Urban Edge Properties LP, dated as of January 14, 2015 (incorporated by reference to Exhibit 2.1 to Form 8-K filed January 21, 2015)

2 unchanged sentences

Description of Urban Edge Properties’ Securities Registered Under Section 12 of the Securities Exchange Act of 1934

Tax Matters Agreement by and between Vornado Realty Trust and Urban Edge Properties, dated as of January 15, 2015 (incorporated by reference to Exhibit 10.3 to Form 8-K filed January 21, 2015)

Limited Partnership Agreement of Urban Edge Properties LP, dated as of January 14, 2015 (incorporated by reference to Exhibit 10.1 to Form 8-K filed January 21, 2015)

1 unchanged sentence

First Amendment, dated as of March 7, 2017, to Revolving Credit Agreement among Urban Edge Properties LP, as Borrower, to the Banker party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on May 3, 2017)

Second Amendment, dated as of July 29, 2019, to Revolving Credit Agreement by and among Urban Edge Properties LP, as Borrower, each of the Banks party thereto, and Wells Fargo Bank, National Association, as Administrative Agent

Third Amendment, dated as of June 3, 2020, to Revolving Credit Agreement by and among Urban Edge Properties LP, as Borrower, each of the Banks party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.1 to Form 8-K filed June 5, 2020)

Tax Protection Agreement dated as of May 24, 2017, by and among Urban Edge Properties LP;

13 unchanged sentences

Employment Agreement between Urban Edge Properties and Christopher Weilminster (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on October 31, 2018)

Employment Agreement between Urban Edge Properties and Donald Briggs (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on October 31, 2018)

Employment Agreement between Urban Edge Properties and Jeffrey S.

14 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Inline XBRL Taxonomy Extension Schema

Inline XBRL Extension Calculation Linkbase

Inline XBRL Extension Labels Linkbase

Inline XBRL Taxonomy Extension Presentation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

101.SCH* Inline XBRL Taxonomy Extension Schema

101.CAL* Inline XBRL Extension Calculation Linkbase

101.LAB* Inline XBRL Extension Labels Linkbase

101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase

101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase

104* Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*)

14 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Urban Edge Properties in its own capacity and in its capacity as the sole general partner of Urban Edge Properties LP, and in the capacities and on the dates indicated:

Signature Title Date

/s/ Jeffrey S.

Chairman of the Board of Trustees

February 12, 2020

and Chief Executive Officer

Olson Chairman of the Board of Trustees February 17, 2021

Olson and Chief Executive Officer

(Principal Executive Officer)

/s/ Mark Langer

Chief Financial Officer

February 12, 2020

(Principal Financial Officer)

/s/ Jennifer Holmes

Chief Accounting Officer

February 12, 2020

Jennifer Holmes

(Principal Accounting Officer)

/s/ Mark Langer Chief Financial Officer February 17, 2021

Mark Langer (Principal Financial Officer)

/s/ Jennifer Holmes Chief Accounting Officer February 17, 2021

Jennifer Holmes (Principal Accounting Officer)

/s/ Michael A.

February 12, 2020

Gould Trustee February 17, 2021

/s/ Steven H.

February 12, 2020

Grapstein Trustee February 17, 2021

/s/ Steven J.

February 12, 2020

/s/ Steven Roth

February 12, 2020

Guttman Trustee February 17, 2021

Lane Trustee February 17, 2021

O’Shea Trustee February 17, 2021

/s/ Steven Roth Trustee February 17, 2021

/s/ Douglas W.

Sesler Trustee February 17, 2021

URBAN EDGE PROPERTIES AND URBAN EDGE PROPERTIES LP

1 unchanged sentence

(in thousands)

Uncollectible

Column A Column B Column C Column D Column E

Description Balance

of Year Additions

Expensed Uncollectible

Written-Off Balance

Year Ended December 31, 2020:

Allowance for doubtful accounts (1)

$ — $ — $ — $ —

Year Ended December 31, 2019:

6 unchanged sentences

(in thousands)

Initial cost to company

Gross amount at which

Initial cost to company Gross amount at which

carried at close of period

to acquisition

Description Encumbrances Land Building and

improvements Costs

to acquisition Land Building and

improvements Total (2)

amortization (1)

construction Date

SHOPPING CENTERS AND MALLS:

Baltimore (Towson), MD — 581 3,227 19,460 581 22,687 23,268 ( 8,317 ) 1968 1968

Bensalem, PA — 2,727 6,698 1,630 2,727 8,328 11,055 ( 4,488 ) 1972/ 1999 1972

Bergen Town Center - East, Paramus, NJ — 6,305 6,824 41,700 6,305 48,524 54,829 ( 11,618 ) 1957/ 2009 2003/ 2019

Bergen Town Center - West, Paramus, NJ 300,000 22,930 89,358 388,291 43,630 456,949 500,579 ( 140,346 ) 1957/ 2009 2003/ 2020

Bethlehem, PA

1966/ 2018/ 2019

Bronx (Bruckner Boulevard), NY

Bronx (Shops at Bruckner), NY

Brick, NJ 50,000 1,391 11,179 14,089 1,391 25,268 26,659 ( 16,983 ) 1968 1968

Bronx (Bruckner Boulevard), NY — 66,100 259,503 8,954 61,618 272,939 334,557 ( 42,036 ) N/A 2007

Bronx (Shops at Bruckner), NY 10,351 — 32,979 56 — 33,035 33,035 ( 3,708 ) N/A 2017

Brooklyn (Kingswood Center), NY 71,696 15,690 76,766 ( 1,644 ) 15,690 75,122 90,812 ( 2,235 ) N/A 2020

Brooklyn (Kingswood Crossing), NY — 8,150 64,159 35 8,150 64,194 72,344 ( 1,729 ) N/A 2020

Bronx (1750-1780 Gun Hill Road), NY 25,172 6,427 11,885 23,410 6,428 35,294 41,722 ( 11,776 ) 2009 2005

Broomall, PA — 850 2,171 1,821 850 3,992 4,842 ( 3,089 ) 1966 1966

Buffalo (Amherst), NY — 5,743 4,056 16,555 5,107 21,247 26,354 ( 10,023 ) 1968 1968

Cambridge (leased through 2033) (3) , MA

— — — 97 — 97 97 ( 17 ) N/A 2007

Carlstadt (leased through 2050) (3) , NJ

— — 16,458 133 — 16,591 16,591 ( 5,479 ) N/A 2007

Charleston (leased through 2063) (3) , SC

Cherry Hill (Plaza at Cherry Hill), NJ

— — 3,634 308 — 3,942 3,942 ( 1,336 ) N/A 2006

Cherry Hill (Plaza at Cherry Hill), NJ 28,930 14,602 33,666 ( 2,916 ) 14,602 30,750 45,352 ( 5,329 ) N/A 2017

Commack (leased through 2021) (3) , NY

— — 43 160 — 203 203 ( 193 ) N/A 2006

Dewitt (leased through 2041) (3) , NY

— — 7,116 — — 7,116 7,116 ( 2,561 ) N/A 2006

Rockaway, NJ 27,800 559 6,363 5,340 559 11,703 12,262 ( 7,476 ) 1964 1964

East Brunswick, NJ 63,000 2,417 17,169 7,462 2,417 24,631 27,048 ( 19,259 ) 1957/

East Hanover (200 - 240 Route 10 West), NJ 63,000 2,232 18,241 16,670 2,671 34,472 37,143 ( 19,280 ) 1962 1962/

East Hanover (280 Route 10 West), NJ

East Hanover (280 Route 10 West), NJ — — — 6,063 — 6,063 6,063 ( 2,028 ) N/A 1962/

East Rutherford, NJ 23,000 — 36,727 1,270 — 37,997 37,997 ( 9,683 ) 2007 2007

Freeport (Meadowbrook Commons) (leased through 2040) (3) , NY

— — — 177 — 177 177 ( 2 ) N/A 2005

Freeport (Freeport Commons), NY 43,100 1,231 4,747 4,846 1,593 9,231 10,824 ( 7,106 ) 1981 1981

Glenolden, PA

Initial cost to company

Gross amount at which

Garfield, NJ 40,300 45 8,068 46,419 44 54,488 54,532 ( 18,785 ) 2009 1998

Initial cost to company Gross amount at which

carried at close of period

to acquisition

Description Encumbrances Land Building and

improvements Costs

to acquisition Land Building and

improvements Total (2)

amortization (1)

construction Date

Glenolden, PA — 850 1,820 818 850 2,638 3,488 ( 2,345 ) 1975 1975

Hackensack, NJ 66,400 692 10,219 7,548 692 17,767 18,459 ( 11,746 ) 1963 1963

Huntington, NY

Hazlet, NJ — 7,400 9,413 ( 8,078 ) 5,211 3,524 8,735 ( 34 ) N/A 2007

Huntington, NY — 21,200 33,667 9,662 21,200 43,329 64,529 ( 12,364 ) N/A 2007

Inwood, NY — 12,419 19,097 3,163 12,419 22,260 34,679 ( 9,256 ) N/A 2004

Jersey City (Hudson Commons), NJ 28,586 652 7,495 950 652 8,445 9,097 ( 4,000 ) 1965 1965

Jersey City (Hudson Mall), NJ

Jersey City (Hudson Mall), NJ 22,904 15,824 37,593 ( 3,612 ) 15,824 33,981 49,805 ( 5,838 ) N/A 2017

Kearny, NJ — 309 3,376 17,700 296 21,089 21,385 ( 6,358 ) 1938 1959

Lancaster, PA — 3,140 63 2,059 3,140 2,122 5,262 ( 1,028 ) 1966 1966

Las Catalinas, Puerto Rico 127,669 15,280 64,370 15,866 15,280 80,236 95,516 ( 42,663 ) 1996 2002

Lodi (Route 17 North), NJ

Lodi (Washington Street), NJ

Lodi (Washington Street), NJ — 7,606 13,125 ( 9,262 ) 3,823 7,646 11,469 ( 2,984 ) N/A 2004

Manalapan, NJ — 725 7,189 7,217 1,046 14,085 15,131 ( 10,083 ) 1971 1971

Manchester, MO

Manchester, MO 12,500 4,409 13,756 ( 6,799 ) 2,858 8,508 11,366 ( 417 ) N/A 2017

Marlton, NJ 37,400 1,611 3,464 14,432 1,454 18,053 19,507 ( 12,344 ) 1973 1973

Massapequa, (leased through 2069) (3) , NY

— 44,035 3,084 — 44,035 3,084 47,119 — N/A 2020

Middletown, NJ 31,400 283 5,248 2,836 283 8,084 8,367 ( 6,729 ) 1963 1963

Millburn, NJ 23,381 15,783 25,837 ( 246 ) 15,783 25,591 41,374 ( 3,772 ) N/A 2017

Montclair, NJ 7,250 66 419 1,439 448 1,476 1,924 ( 800 ) 1972 1972

1 unchanged sentence

Morris Plains, NJ — 1,104 6,411 10,363 1,104 16,774 17,878 ( 7,889 ) 1961 1985

Mount Kisco, NY

Mount Kisco, NY 12,952 22,700 26,700 4,218 23,297 30,321 53,618 ( 8,979 ) N/A 2007

New Hyde Park (leased through 2029) (3) , NY

— — 4 — — 4 4 ( 4 ) 1970 1976

Newington, CT — 2,421 1,200 1,641 2,421 2,841 5,262 ( 1,323 ) 1965 1965

Norfolk (leased through 2069) (3) , VA

— — 3,927 15 — 3,942 3,942 ( 3,937 ) N/A 2005

North Bergen (Kennedy Boulevard), NJ — 2,308 636 261 2,308 897 3,205 ( 658 ) 1993 1959

2 unchanged sentences

Paramus (leased through 2033) (3) , NJ

— — — 12,569 — 12,569 12,569 ( 5,537 ) 1957/

Queens, NY — 14,537 12,304 4,269 14,537 16,573 31,110 ( 2,259 ) N/A 2015

Rochester (Henrietta) (leased through 2056) (3) , NY

Rockville, MD

Revere (Wonderland), MA

— — 2,647 1,181 — 3,828 3,828 ( 3,600 ) 1971 1971

Rockville, MD — 3,470 20,599 3,101 3,470 23,700 27,170 ( 9,705 ) N/A 2005

Revere (Wonderland), MA — 6,323 17,130 ( 10 ) 6,323 17,120 23,443 ( 1,270 ) N/A 2019

Salem (leased through 2102) (3) , NH

Signal Hill, CA

— 6,083 — ( 2,788 ) 2,994 301 3,295 — N/A 2006

South Plainfield (leased through 2039) (3) , NJ

Initial cost to company

Gross amount at which

— — 10,044 1,926 — 11,970 11,970 ( 4,054 ) N/A 2007

Springfield (leased through 2025) (3) , PA

— — — 80 — 80 80 ( 80 ) N/A 2005

Initial cost to company Gross amount at which

carried at close of period

to acquisition

Description Encumbrances Land Building and

improvements Costs

to acquisition Land Building and

improvements Total (2)

amortization (1)

Springfield (leased through 2025) (3) , PA

Staten Island, NY

construction Date

Staten Island, NY — 11,446 21,262 4,971 11,446 26,233 37,679 ( 11,099 ) N/A 2004

Totowa, NJ 50,800 120 11,994 4,883 92 16,905 16,997 ( 14,883 ) 1957/

Turnersville, NJ — 900 1,342 4,067 900 5,409 6,309 ( 2,563 ) 1974 1974

Union (2445 Springfield Avenue), NJ

Union (2445 Springfield Avenue), NJ 45,600 19,700 45,090 — 19,700 45,090 64,790 ( 15,312 ) N/A 2007

Union (Route 22 and Morris Avenue), NJ — 3,025 7,470 7,118 3,025 14,588 17,613 ( 6,040 ) 1962 1962

Vallejo (leased through 2043) (3) , CA

Walnut Creek (1149 South Main Street), CA

— — 2,945 221 — 3,166 3,166 ( 1,276 ) N/A 2006

Walnut Creek (1149 South Main Street), CA — 2,699 19,930 ( 1,003 ) 2,699 18,927 21,626 ( 2,890 ) N/A 2006

Walnut Creek (Mt.

Westfield, NJ

Diablo), CA — 5,909 — 1,351 5,908 1,352 7,260 ( 285 ) N/A 2007

Watchung, NJ 26,613 4,178 5,463 2,751 4,441 7,951 12,392 ( 6,338 ) 1994 1959

Westfield, NJ 4,730 5,728 4,305 ( 4,459 ) 3,349 2,225 5,574 ( 93 ) N/A 2017

Wheaton (leased through 2060) (3) , MD

Wilkes-Barre (461 - 499 Mundy Street), PA

— — 5,367 — — 5,367 5,367 ( 1,912 ) N/A 2006

Wilkes-Barre (461 - 499 Mundy Street), PA — 6,053 26,646 ( 16,304 ) 3,047 13,348 16,395 ( 102 ) N/A 2007

Woodbridge (Woodbridge Commons), NJ 22,100 1,509 2,675 5,542 1,539 8,187 9,726 ( 3,700 ) 1959 1959

Woodbridge (Plaza at Woodbridge), NJ

Woodbridge (Plaza at Woodbridge), NJ 55,340 21,547 75,017 2,370 19,218 79,716 98,934 ( 7,916 ) N/A 2017

Wyomissing (leased through 2065) (3) , PA

— — 2,646 403 — 3,049 3,049 ( 2,629 ) N/A 2005

Yonkers, NY 28,482 63,341 110,635 16,052 65,941 124,087 190,028 ( 14,717 ) N/A 2017

East Hanover, NJ 40,700 576 7,752 31,081 691 38,718 39,409 ( 20,571 ) 1972 1972

Lodi (Route 17 North), NJ — 238 9,446 916 238 10,362 10,600 ( 5,016 ) 1999 1975

TOTAL UE PROPERTIES 1,597,397 556,916 1,533,055 849,830 568,662 2,371,139 2,939,801 ( 728,947 )

1 unchanged sentence

Equipment and Other — — — 7,016 — 7,016 7,016 ( 1,419 )

TOTAL $ 1,597,397 $ 556,916 $ 1,533,055 $ 856,846 $ 568,662 $ 2,378,155 $ 2,946,817 $ ( 730,366 )

(1) Depreciation of the buildings and improvements are calculated over lives ranging from the life of the lease to forty years .

7 unchanged sentences

Year Ended December 31,

2020 2019 2018

Balance at beginning of period $ 2,748,785 $ 2,768,992 $ 2,671,854

Additions during the period:

Land 68,536 13,441 4,120

Buildings & improvements 145,800 31,806 12,394

Construction in progress 27,550 61,641 118,389

Impairments and assets sold or written-off

2,990,671 2,875,880 2,806,757

Impairments, assets sold, written-off or reclassified as held for sale ( 43,854 ) ( 127,095 ) ( 37,765 )

Balance at end of period $ 2,946,817 $ 2,748,785 $ 2,768,992

2 unchanged sentences

Additions charged to operating expenses 81,691 80,774 80,578

753,637 726,646 667,705

Accumulated depreciation on assets written-off ( 23,271 ) ( 54,700 ) ( 21,833 )

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures