Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Controls and Procedures (Urban Edge Properties)
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. Because of inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports filed or submitted under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms.
Management’s Annual Report on Internal Control over Financial Reporting
The management of Urban Edge Properties and subsidiaries (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting for the Company, defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company’s Board of Trustees, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting, which requires the use of certain estimates and judgments, and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
• 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 trustees of the Company; 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 financial statements.
Management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and fraud. 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. 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. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management’s override of the control. 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
91
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.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020. In making this assessment, the Company’s management used the criteria set forth by the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). Based on this assessment, management has concluded that, as of December 31, 2020, the Company’s internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2020 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm as stated in their attestation report which is included herein.
Changes in Internal Control Over Financial Reporting
There have not been any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)) that occurred during the three months ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Controls and Procedures (Urban Edge Properties LP)
Evaluation of Disclosure Controls and Procedures
The Operating Partnership’s management maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer of our general partner, as appropriate to allow timely decisions regarding required disclosures. Because of inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met.
The Operating Partnership’s management, with the participation of the Chief Executive Officer and Chief Financial Officer of our general partner, evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer of our general partner concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports filed or submitted under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms.
Management’s Annual Report on Internal Control over Financial Reporting
The Operating Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Operating Partnership, defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the Operating Partnership’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Board of Trustees, management and other personnel of the Operating Partnership’s general partner, to provide reasonable assurance regarding the reliability of financial reporting, which requires the use of certain estimates and judgments, and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
• 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 trustees of the Operating Partnership’s general partner; 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 financial statements.
92
The Operating Partnership’s management, including the Chief Executive Officer and Chief Financial Officer of our general partner, does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and fraud. 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. 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. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management’s override of the control. 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. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.
The Operating Partnership’s management assessed the effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, 2020. In making this assessment, the Operating Partnership’s management used the criteria set forth by the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). Based on this assessment, management has concluded that, as of December 31, 2020, the Operating Partnership’s internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
The effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, 2020 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm as stated in their attestation report which is included herein.
Changes in Internal Control Over Financial Reporting
There have not been any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)) that occurred during the three months ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
93
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Trustees of Urban Edge Properties
Opinion on Internal Control over Financial Reporting
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, 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.
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 Annual 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 included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
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/ DELOITTE & TOUCHE LLP
New York, New York
February 17, 2021
94
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of Urban Edge Properties LP
Opinion on Internal Control over Financial Reporting
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, 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.
Basis for Opinion
The Operating Partnership’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 Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Operating Partnership’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 Operating Partnership 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 included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
.
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/ DELOITTE & TOUCHE LLP
New York, New York
February 17, 2021
95
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by Item 10 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.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 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.
96
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Equity Compensation Plan Information
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.
(a) (b) (c)
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)
21.72 N/A
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, 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. Accordingly, these awards are not included in the weighted-average exercise price calculation.
(3) Includes (i) 1,671,191 common shares remaining available for issuance under the Urban Edge Properties 2015 Omnibus Incentive Plan (the “Plan”) and (ii) 1,921,090 common share remaining available under the Urban Edge Properties 2015 Employee Share Purchase Plan (“ESPP”). The number of common shares remaining available for issuance under the Plan is based on awards being granted as "Full Value Awards," as defined in the Plan, including awards such as restricted stock, LTIP units or performance units that do not require the payment of an exercise price. If we were to grant awards other than “Full Value Awards," as defined in the Plan, including stock options or stock appreciation rights, the number of securities remaining available for future issuance under the Plan would be 3,342,381. Pursuant to the terms of the ESPP, on each January 1 prior to the tenth anniversary of the ESPP’s effective date, an additional number of common shares will be added to the maximum number of shares authorized for issuance under the ESPP equal to the lesser of (a) 0.1% of the total number of common shares outstanding on December 31 of the preceding calendar year and (b) 150,000 common shares; provided that the Compensation Committee of our Board of Trustees may act prior to January 1 of any calendar year to provide that there will be no increase in the share reserve for that calendar year, or that the increase in the share reserve for that calendar year shall be less than the increase that would otherwise occur.
(4) Relates to the Urban Edge Properties 2018 Inducement Equity Plan, which is an omnibus equity plan pursuant to which we may grant a variety of equity awards pursuant to the employment inducement award exemption provided by Section 303A.08 of the New York Stock Exchange Listed Company Manual, including options, share appreciation rights, performance shares, restricted shares and other share-based awards including LTIP Units. A total of 1,170,628 common shares are authorized to be issued under the 2018 Inducement Equity Plan. 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 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.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by Item 13 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.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by Item 14 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.
97
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements
Our consolidated financial statements and notes thereto, together with the Reports of Independent Registered Public Accounting Firm are included in Item 8 of this Annual Report on Form 10-K commencing on page 42 .
(2) Financial Statement Schedules
Our financial statement schedules are included in Item 8 of this Annual Report on Form 10-K commencing on page 96 .
(3) Exhibits
A list of exhibits to this Annual Report on Form 10-K is set forth on the Index to Exhibits commencing on page 92 and is incorporated herein by reference.
(b) See Index to Exhibits
(c) Schedules other than those listed above are omitted because they are not applicable or the information required is included in the consolidated financial statements or the notes thereto.
ITEM 16. FORM 10-K SUMMARY
Not applicable.
98
INDEX TO EXHIBITS
The following exhibits are included as part of this Annual Report on Form 10-K:
Exhibit Number Exhibit Description
2.1
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)
3.1
Declaration of Trust of Urban Edge Properties, as amended and restated (incorporated by reference to Exhibit 3.1 to Form 8-K filed January 21, 2015)
3.2
Amended and Restated Bylaws of Urban Edge Properties (incorporated by reference to Exhibit 3.1 to Form 8-K filed March 24, 2020)
4.1*
Description of Urban Edge Properties’ Securities Registered Under Section 12 of the Securities Exchange Act of 1934
10.1
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)
10. 2
Revolving Credit Agreement among Urban Edge Properties LP, as Borrower, the Banks party thereto, and Wells Fargo Bank, National Association, as Administrative Agent, dated as of January 15, 2015 (incorporated by reference to Exhibit 10.10 to Form 8-K filed January 21, 2015)
10. 3
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)
10.4
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 (incorporated by reference to Exhibit 10.5 to Form 10-K filed on February 12, 2020)
10.5
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)
10. 6
Tax Protection Agreement dated as of May 24, 2017, by and among Urban Edge Properties LP; Urban Edge Properties; and Acklinis Yonkers Realty, L.L.C., Acklinis Realty Holding, LLC, Acklinis Original Building, L.L.C., A & R Woodbridge Shopping Center, L.L.C., A & R Millburn Associates, L.P., Ackrik Associates, L.P., A & R Manchester, LLC, A & R Westfield Lincoln Plaza, LLC and A & R Westfield Broad Street, LLC. (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on August 2, 2017)
10. 7
Contribution Agreement dated as of April 7, 2017, by and among Urban Edge Properties LP; Urban Edge Properties; and Acklinis Yonkers Realty, L.L.C., Acklinis Realty Holding, LLC, Acklinis Original Building, L.L.C., A & R Woodbridge Shopping Center, L.L.C., A & R Millburn Associates, L.P., Ackrik Associates, L.P., A & R Manchester, LLC, A & R Westfield Lincoln Plaza, LLC and A & R Westfield Broad Street, LLC. (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on August 2, 2017)
10. 8
Loan Agreement between VNO Bergen Mall Owner LLC and Wells Fargo Bank, National Association, dated March 25, 2013 (incorporated by reference to Exhibit 10.6 to Amendment No. 2 to Form 10 filed November 13, 2014)
10. 9 †
Urban Edge Properties 2015 Employee Share Purchase Plan (incorporated by reference to Exhibit 4.4 to Form S-8 filed February 17, 2015)
10. 10 †
Urban Edge Properties 2015 Omnibus Share Plan (incorporated by reference to Exhibit 10.5 to Form 8-K filed January 21, 2015)
10. 11 †
Urban Edge Properties 2018 Inducement Equity Plan (incorporated by reference to Exhibit 99.1 to Form S-8 filed September 26, 2018)
10. 12 †
Employment Offer Letter between Urban Edge Properties and Herb Eilberg (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on May 4, 2016)
10. 13 †
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)
10. 14 †
Employment Agreement between Urban Edge Properties and Jeffrey S. Olson (incorporated by reference to Exhibit 10.1 to Form 8-K filed August 9, 2019)
10. 15 †
Retention Agreement between Urban Edge Properties and Mark Langer (incorporated by reference to Exhibit 10.1 to Form 8-K filed October 24, 2019)
10. 16 †
Form of Indemnification Agreement between Urban Edge Properties and each of its trustees and executive officers (incorporated by reference to Exhibit 10.15 to Form 10-K/A filed on March 23, 2015)
21.1*
List of Subsidiaries
99
23.1*
Consent of Independent Registered Public Accounting Firm for Urban Edge Properties
23.2*
Consent of Independent Registered Public Accounting Firm for Urban Edge Properties LP
24.1*
Power of Attorney (included on signature page)
31.1*
Certification by the Chief Executive Officer for Urban Edge Properties pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification by the Chief Financial Officer for Urban Edge Properties pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.3*
Certification by the Chief Executive Officer for Urban Edge Properties LP pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.4*
Certification by the Chief Financial Officer for Urban Edge Properties LP pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification by the Chief Executive Officer and Chief Financial Officer for Urban Edge Properties pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
Certification by the Chief Executive Officer and Chief Financial Officer for Urban Edge Properties LP pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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.*)
* Filed herewith
** In accordance with Item 601 (b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
† Management contracts and compensatory plans or arrangements required to be filed pursuant to Item 15(b) of Form 10-K.
100
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
URBAN EDGE PROPERTIES
(Registrant)
/s/ Mark Langer
Mark Langer, Chief Financial Officer
Date: February 17, 2021
URBAN EDGE PROPERTIES LP
By: Urban Edge Properties, General Partner
/s/ Mark Langer
Mark Langer, Chief Financial Officer
Date: February 17, 2021
101
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
By: /s/ Jeffrey S. Olson Chairman of the Board of Trustees February 17, 2021
Jeffrey S. Olson and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Mark Langer Chief Financial Officer February 17, 2021
Mark Langer (Principal Financial Officer)
By: /s/ Jennifer Holmes Chief Accounting Officer February 17, 2021
Jennifer Holmes (Principal Accounting Officer)
By: /s/ Michael A. Gould Trustee February 17, 2021
Michael A. Gould
By: /s/ Steven H. Grapstein Trustee February 17, 2021
Steven H. Grapstein
By: /s/ Steven J. Guttman Trustee February 17, 2021
Steven J. Guttman
By: /s/ Amy B. Lane Trustee February 17, 2021
Amy B. Lane
By: /s/ Kevin P. O’Shea Trustee February 17, 2021
Kevin P. O’Shea
By: /s/ Steven Roth Trustee February 17, 2021
Steven Roth
By: /s/ Douglas W. Sesler Trustee February 17, 2021
Douglas W. Sesler
102
URBAN EDGE PROPERTIES AND URBAN EDGE PROPERTIES LP
SCHEDULE II- VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
Column A Column B Column C Column D Column E
Description Balance
at Beginning
of Year Additions
(Reversals)
Expensed Uncollectible
Accounts
Written-Off Balance
at End
of Year
Year Ended December 31, 2020:
Allowance for doubtful accounts (1)
$ — $ — $ — $ —
Year Ended December 31, 2019:
Allowance for doubtful accounts (1)
— — — —
Year Ended December 31, 2018:
Allowance for doubtful accounts 5,431 4,138 ( 2,949 ) 6,620
(1) Due to the adoption of ASC 842, we recognize changes in the collectibility assessment of operating leases as adjustments to rental revenue and thus no allowance for doubtful accounts is maintained.
103
URBAN EDGE PROPERTIES AND URBAN EDGE PROPERTIES LP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
(in thousands)
Initial cost to company Gross amount at which
carried at close of period
Description Encumbrances Land Building and
improvements Costs
capitalized
subsequent
to acquisition Land Building and
improvements Total (2)
Accumulated
depreciation
and
amortization (1)
Date of
construction Date
acquired
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
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
— — 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/
1972 1957/
1972
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/
1998
East Hanover (280 Route 10 West), NJ — — — 6,063 — 6,063 6,063 ( 2,028 ) N/A 1962/
1998
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
Garfield, NJ 40,300 45 8,068 46,419 44 54,488 54,532 ( 18,785 ) 2009 1998
104
Initial cost to company Gross amount at which
carried at close of period
Description Encumbrances Land Building and
improvements Costs
capitalized
subsequent
to acquisition Land Building and
improvements Total (2)
Accumulated
depreciation
and
amortization (1)
Date of
construction Date
acquired
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
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 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 (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 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
Montehiedra, Puerto Rico 81,141 9,182 66,751 29,921 9,267 96,587 105,854 ( 49,711 ) 1996/
2015 1997
Morris Plains, NJ — 1,104 6,411 10,363 1,104 16,774 17,878 ( 7,889 ) 1961 1985
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
North Bergen (Tonnelle Avenue), NJ 100,000 24,978 10,462 66,254 34,473 67,221 101,694 ( 19,910 ) 2009 2006
North Plainfield, NJ 25,100 6,577 13,983 790 6,577 14,773 21,350 ( 5,046 ) 1955 1989
Paramus (leased through 2033) (3) , NJ
— — — 12,569 — 12,569 12,569 ( 5,537 ) 1957/
2009 2003
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
— — 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
— 6,083 — ( 2,788 ) 2,994 301 3,295 — N/A 2006
South Plainfield (leased through 2039) (3) , NJ
— — 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
105
Initial cost to company Gross amount at which
carried at close of period
Description Encumbrances Land Building and
improvements Costs
capitalized
subsequent
to acquisition Land Building and
improvements Total (2)
Accumulated
depreciation
and
amortization (1)
Date of
construction Date
acquired
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/
1999 1957
Turnersville, NJ — 900 1,342 4,067 900 5,409 6,309 ( 2,563 ) 1974 1974
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
— — 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. 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
— — 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 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
INDUSTRIAL:
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 )
Leasehold Improvements,
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 .
(2) Adjusted tax basis for federal income tax purposes was $ 1.5 billion as of December 31, 2020.
(3) The Company is a lessee under a ground or building lease. The building will revert to the lessor upon lease expiration.
106
URBAN EDGE PROPERTIES AND URBAN EDGE PROPERTIES LP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
(Amounts in thousands)
The following is a reconciliation of real estate assets and accumulated depreciation:
Year Ended December 31,
2020 2019 2018
Real Estate
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
2,990,671 2,875,880 2,806,757
Less: 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
Accumulated Depreciation
Balance at beginning of period $ 671,946 $ 645,872 $ 587,127
Additions charged to operating expenses 81,691 80,774 80,578
753,637 726,646 667,705
Less: Accumulated depreciation on assets written-off ( 23,271 ) ( 54,700 ) ( 21,833 )
Balance at end of period $ 730,366 $ 671,946 $ 645,872
107