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
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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, 2021. 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, 2021, 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, 2021 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, 2021 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.
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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, 2021. 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, 2021, 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, 2021 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, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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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, 2021, 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, 2021, 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, 2021, of the Company and our report dated February 16, 2022, 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 16, 2022
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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, 2021, 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, 2021, 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, 2021, of the Operating Partnership and our report dated February 16, 2022, 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 16, 2022
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ITEM 9B. OTHER INFORMATION
On February 11, 2022, the Compensation Committee approved and adopted an Executive Severance and Change in Control Plan (the “Plan”) for the benefit of certain of the Company’s executive officers and other eligible employees that the Compensation Committee may designate from time to time (the “Participants”). Each of the Company’s named executive officers identified in the Company’s proxy statement filed in connection with its 2021 annual meeting of shareholders has been named as Participants in the Plan (other than those executives whose severance benefits are governed by the terms of their existing agreements with the Company).
Under the Plan, in the event that a Participant’s employment is terminated by the Company for any reason other than for cause or death or disability, such Participant shall be entitled to (i) a lump sum payment equal to the product of (A) a severance multiple of either 1.0 (or such lesser multiple as may be agreed for non-executive officers), as specified in the letter agreement provided to each Participant upon qualification for the Plan, and (B) the sum of the Participant’s annual base salary and most recent target annual cash performance bonus, (ii) continuing coverage under the Company’s group medical, dental and vision plans as would have applied if the Participant remained employed for a number of years equal to the applicable severance multiple (at such cost to the Participant as would have applied in the absence of such termination), and (iii) full acceleration of time-base based equity awards held by the Participant and any accelerated vesting of equity awards with performance-based vesting to occur in accordance with the terms of the applicable award agreement. In addition, if such termination occurs within three months prior to, or within 12 months following, a Change in Control (as defined in the Plan), the relevant severance multiple will be 1.5 (or such lesser multiple as may be agreed for non-executive officers), as specified in the letter agreement provided to each Participant upon qualification for the Plan.
In the event that a Participant’s employment is terminated on account of his or her death or disability, such Participant (or the Participant’s estate or beneficiaries) shall be entitled to, among other things, full acceleration of time-base based equity awards held by the Participant and any equity awards with performance-based vesting to remain outstanding and earned in accordance with the their terms based on performance but without further vesting based on service. Additionally, in the event that a Participant’s employment is terminated on account of his or her disability, such Participant shall be entitled to receive any compensation and/or benefits as may be due or payable to such Participant in accordance with the terms and provisions of any employee benefit plans or programs of Urban Edge.
As a condition to participation in the Plan, each Participant must enter into a letter agreement with the Company in the form attached as an exhibit to the Plan, which, among other things, contains restrictive covenants in favor of the Company, including confidentiality, intellectual property, non-disparagement, non-competition and non-solicitation covenants. Participants must generally also execute, deliver and not revoke a general release of claims in favor of the Company in order to receive benefits.
The foregoing is a summary of the Plan and should be read in conjunction with the full text of the Plan, which is attached hereto as Exhibit 10.17 and is incorporated herein by reference.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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’ 2022 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’ 2022 Annual Meeting of Shareholders and is incorporated herein by reference.
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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, 2021, 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 2,821,917 (1)
$ 20.04 4,151,073 (3)
Equity compensation plans not approved by security holders 1,019,557 (4)
21.72 N/A
Total 3,841,474 $ 20.49 4,151,073
(1) Includes an aggregate of (i) 107,646 common shares issuable upon exercise of outstanding unvested options (excluding 2,831,617 common shares issuable upon exercise of outstanding vested options) and (ii) 2,714,271 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, 2021 include 1,397,695 LTIP Units issued pursuant to our 2019 LTI Plan, 2020 LTI Plan, and 2021 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) 2,137,585 common shares remaining available for issuance under the Urban Edge Properties 2015 Omnibus Incentive Plan (the “Plan”) and (ii) 2,013,488 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 4,275,169. 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) 666,667 common shares issuable upon exercise of outstanding unvested options (excluding 333,333 common shares issuable upon exercise of outstanding vested 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 in our Operating Partnership (“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’ 2022 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’ 2022 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’ 2022 Annual Meeting of Shareholders and is incorporated herein by reference.
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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 37 .
(2) Financial Statement Schedules
Our financial statement schedules are included in Item 8 of this Annual Report on Form 10-K commencing on page 92 .
(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 88 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.
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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 (incorporated by ref erence to Exhibit 4.1 to Form 10-K filed on February 17, 2021)
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)
10.17*†
Urban Edge Properties Executive Severance and Change in Control Plan
88
21.1*
List of Subsidiaries
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.
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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 16, 2022
URBAN EDGE PROPERTIES LP
By: Urban Edge Properties, General Partner
/s/ Mark Langer
Mark Langer, Chief Financial Officer
Date: February 16, 2022
90
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 16, 2022
Jeffrey S. Olson and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Mark Langer Chief Financial Officer February 16, 2022
Mark Langer (Principal Financial Officer)
By: /s/ Jennifer Holmes Chief Accounting Officer February 16, 2022
Jennifer Holmes (Principal Accounting Officer)
By: /s/ Susan Givens Trustee February 16, 2022
Susan Givens
By: /s/ Michael A. Gould Trustee February 16, 2022
Michael A. Gould
By: /s/ Steven H. Grapstein Trustee February 16, 2022
Steven H. Grapstein
By: /s/ Steven J. Guttman Trustee February 16, 2022
Steven J. Guttman
By: /s/ Norman K. Jenkins Trustee February 16, 2022
Norman K. Jenkins
By: /s/ Amy B. Lane Trustee February 16, 2022
Amy B. Lane
By: /s/ Kevin P. O’Shea Trustee February 16, 2022
Kevin P. O’Shea
By: /s/ Steven Roth Trustee February 16, 2022
Steven Roth
By: /s/ Douglas W. Sesler Trustee February 16, 2022
Douglas W. Sesler
91
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 19,637 581 22,864 23,445 ( 9,516 ) 1968 1968
Bensalem, PA — 2,727 6,698 1,610 2,727 8,308 11,035 ( 4,656 ) 1972/ 1999 1972
Bergen Town Center - East, Paramus, NJ — 6,305 6,824 41,465 6,305 48,289 54,594 ( 12,174 ) 1957/ 2009 2003/ 2019
Bergen Town Center - West, Paramus, NJ 300,000 22,930 89,358 384,257 32,371 464,174 496,545 ( 137,991 ) 1957/ 2009 2003/ 2020
Brick, NJ 49,554 1,391 11,179 14,579 1,391 25,758 27,149 ( 17,867 ) 1968 1968
Bronx (Bruckner Boulevard), NY — 66,100 259,503 3,730 55,295 274,038 329,333 ( 50,679 ) N/A 2007
Bronx (Shops at Bruckner), NY 9,698 — 32,979 5,112 — 38,091 38,091 ( 2,895 ) N/A 2017
Bronx (1750-1780 Gun Hill Road), NY 24,680 6,427 11,885 23,702 6,428 35,586 42,014 ( 12,985 ) 2009 2005
Brooklyn (Kingswood Center), NY 70,815 15,690 76,766 ( 2,096 ) 15,690 74,670 90,360 ( 4,660 ) N/A 2020
Brooklyn (Kingswood Crossing), NY — 8,150 64,159 1,509 8,150 65,668 73,818 ( 3,741 ) N/A 2020
Broomall, PA — 850 2,171 8,042 321 10,742 11,063 ( 1,849 ) 1966 1966
Buffalo (Amherst), NY — 5,743 4,056 16,578 5,107 21,270 26,377 ( 11,016 ) 1968 1968
Cambridge (leased through 2033) (3) , MA
— — — 97 — 97 97 ( 24 ) N/A 2007
Carlstadt (leased through 2050) (3) , NJ
— — 16,458 137 — 16,595 16,595 ( 5,905 ) N/A 2007
Charleston (leased through 2063) (3) , SC
— — 3,634 308 — 3,942 3,942 ( 1,442 ) N/A 2006
Cherry Hill (Plaza at Cherry Hill), NJ 28,244 14,602 33,666 ( 2,679 ) 14,602 30,987 45,589 ( 6,140 ) N/A 2017
Dewitt (leased through 2041) (3) , NY
— — 7,116 — — 7,116 7,116 ( 2,787 ) N/A 2006
Rockaway, NJ 27,800 559 6,363 4,868 559 11,231 11,790 ( 7,315 ) 1964 1964
East Brunswick, NJ 63,000 2,417 17,169 7,524 2,417 24,693 27,110 ( 19,717 ) 1957/
1972 1957/
1972
East Hanover (200 - 240 Route 10 West), NJ 63,000 2,232 18,241 16,690 2,671 34,492 37,163 ( 20,946 ) 1962 1962/
1998
East Rutherford, NJ 23,000 — 36,727 1,303 — 38,030 38,030 ( 10,431 ) 2007 2007
Freeport (Meadowbrook Commons) (leased through 2040) (3) , NY
— — — 927 — 927 927 ( 22 ) N/A 2005
Freeport (Freeport Commons), NY 43,100 1,231 4,747 4,631 1,593 9,016 10,609 ( 6,839 ) 1981 1981
Garfield, NJ 40,300 45 8,068 46,545 44 54,614 54,658 ( 21,052 ) 2009 1998
Glenarden, MD (Woodmore Towne Centre) 117,200 28,397 144,834 — 28,397 144,834 173,231 ( 131 ) N/A 2021
Glenolden, PA — 850 1,820 824 850 2,644 3,494 ( 2,373 ) 1975 1975
Hackensack, NJ 66,400 692 10,219 7,601 692 17,820 18,512 ( 12,415 ) 1963 1963
Hazlet, NJ — 7,400 9,413 ( 8,028 ) 5,211 3,574 8,785 ( 79 ) N/A 2007
92
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
Huntington, NY — 21,200 33,667 17,005 11,332 60,540 71,872 ( 8,239 ) N/A 2007
Inwood, NY — 12,419 19,097 2,829 12,419 21,926 34,345 ( 9,786 ) N/A 2004
Jersey City (Hudson Commons), NJ 28,034 652 7,495 1,130 652 8,625 9,277 ( 4,231 ) 1965 1965
Jersey City (Hudson Mall), NJ 22,154 15,824 37,593 ( 3,267 ) 14,289 35,861 50,150 ( 6,951 ) N/A 2017
Kearny, NJ — 309 3,376 18,287 296 21,676 21,972 ( 7,232 ) 1938 1959
Lancaster, PA — 3,140 63 2,059 3,140 2,122 5,262 ( 1,135 ) 1966 1966
Las Catalinas, Puerto Rico 123,977 15,280 64,370 5,740 11,490 73,900 85,390 ( 34,602 ) 1996 2002
Lodi (Washington Street), NJ — 7,606 13,125 ( 8,813 ) 3,823 8,095 11,918 ( 3,217 ) N/A 2004
Manalapan, NJ — 725 7,189 7,240 1,046 14,108 15,154 ( 10,605 ) 1971 1971
Manchester, MO 12,500 4,409 13,756 ( 6,799 ) 2,858 8,508 11,366 ( 708 ) N/A 2017
Marlton, NJ 37,400 1,611 3,464 14,759 1,454 18,380 19,834 ( 13,006 ) 1973 1973
Massapequa, (portion leased through 2069) (3) , NY
— 44,035 3,084 29,423 30,077 46,465 76,542 ( 56 ) N/A 2020
Middletown, NJ 31,400 283 5,248 2,869 283 8,117 8,400 ( 6,902 ) 1963 1963
Millburn, NJ 22,944 15,783 25,837 ( 578 ) 15,783 25,259 41,042 ( 4,414 ) N/A 2017
Montclair, NJ 7,250 66 419 472 66 891 957 ( 776 ) 1972 1972
Montehiedra, Puerto Rico 79,381 9,182 66,751 30,012 7,951 97,994 105,945 ( 52,018 ) 1996/
2015 1997
Morris Plains, NJ — 1,104 6,411 18,339 1,082 24,772 25,854 ( 8,426 ) 1961 1985
Mount Kisco, NY 12,377 22,700 26,700 4,403 23,297 30,506 53,803 ( 9,877 ) N/A 2007
New Hyde Park (leased through 2029) (3) , NY
— — 4 — — 4 4 ( 4 ) 1970 1976
Newington, CT — 2,421 1,200 1,658 2,421 2,858 5,279 ( 1,460 ) 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 ( 699 ) 1993 1959
North Bergen (Tonnelle Avenue), NJ 100,000 24,978 10,462 67,385 33,211 69,614 102,825 ( 21,231 ) 2009 2006
North Plainfield, NJ 25,100 6,577 13,983 795 6,577 14,778 21,355 ( 5,518 ) 1955 1989
Paramus (leased through 2033) (3) , NJ
— — — 12,569 — 12,569 12,569 ( 6,151 ) 1957/
2009 2003
Queens, NY — 14,537 12,304 4,284 14,537 16,588 31,125 ( 2,832 ) N/A 2015
Rochester (Henrietta) (leased through 2056) (3) , NY
— — 2,647 1,181 — 3,828 3,828 ( 3,634 ) 1971 1971
Rockville, MD — 3,470 20,599 3,262 3,470 23,861 27,331 ( 10,523 ) N/A 2005
Revere (Wonderland), MA — 6,323 17,130 28 6,323 17,158 23,481 ( 2,396 ) N/A 2019
Salem (leased through 2102) (3) , NH
— 6,083 — ( 1,823 ) 2,994 1,266 4,260 ( 24 ) N/A 2006
South Plainfield (leased through 2039) (3) , NJ
— — 10,044 1,926 — 11,970 11,970 ( 4,409 ) N/A 2007
Springfield (leased through 2025) (3) , PA
— — — 80 — 80 80 ( 80 ) N/A 2005
Staten Island, NY — 11,446 21,262 5,072 11,446 26,334 37,780 ( 11,973 ) N/A 2004
Totowa, NJ 50,800 120 11,994 5,024 92 17,046 17,138 ( 15,322 ) 1957/
1999 1957
93
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
Union (2445 Springfield Avenue), NJ 45,600 19,700 45,090 — 19,700 45,090 64,790 ( 16,439 ) N/A 2007
Union (Route 22 and Morris Avenue), NJ — 3,025 7,470 7,192 3,025 14,662 17,687 ( 6,561 ) 1962 1962
Walnut Creek (1149 South Main Street), CA — 2,699 19,930 ( 1,003 ) 2,699 18,927 21,626 ( 3,559 ) N/A 2006
Walnut Creek (Mt. Diablo), CA — 5,909 — 1,784 — 7,693 7,693 — N/A 2007
Watchung, NJ 26,097 4,178 5,463 2,929 4,441 8,129 12,570 ( 6,638 ) 1994 1959
Wheaton (leased through 2060) (3) , MD
— — 5,367 — — 5,367 5,367 ( 2,046 ) N/A 2006
Wilkes-Barre (461 - 499 Mundy Street), PA — 6,053 26,646 ( 15,463 ) 2,823 14,413 17,236 ( 264 ) N/A 2007
Woodbridge (Woodbridge Commons), NJ 22,100 1,509 2,675 5,637 1,539 8,282 9,821 ( 4,013 ) 1959 1959
Woodbridge (Plaza at Woodbridge), NJ 54,029 21,547 75,017 8,498 21,547 83,515 105,062 ( 10,870 ) N/A 2017
Wyomissing (leased through 2065) (3) , PA
— — 2,646 403 — 3,049 3,049 ( 2,655 ) N/A 2005
Yonkers, NY 26,774 63,341 110,635 14,596 65,940 122,632 188,572 ( 16,782 ) N/A 2017
INDUSTRIAL:
East Hanover, NJ (4)
40,700 5,589 57,485 30,750 5,756 88,068 93,824 ( 22,177 ) 1972 1972 / 2021
Lodi (Route 17 North), NJ — 238 9,446 4,212 238 13,658 13,896 ( 127 ) 1999 1975
TOTAL UE PROPERTIES 1,695,408 583,698 1,718,987 895,235 543,827 2,654,093 3,197,920 ( 752,152 )
Leasehold Improvements,
Equipment and Other — — — 7,530 — 7,530 7,530 ( 1,795 )
TOTAL $ 1,695,408 $ 583,698 $ 1,718,987 $ 902,765 $ 543,827 $ 2,661,623 $ 3,205,450 $ ( 753,947 )
(1) Depreciation of the buildings and improvements are calculated over lives ranging from one to forty years .
(2) Adjusted tax basis for federal income tax purposes was $ 1.8 billion as of December 31, 2021.
(3) The Company is a lessee under a ground or building lease. The building will revert to the lessor upon lease expiration.
(4) The increase in initial cost to the Company is due to the acquisitions of 151 Ridgedale Avenue and 601 Murray Road.
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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,
2021 2020 2019
Real Estate
Balance at beginning of period $ 2,946,817 $ 2,748,785 $ 2,768,992
Additions during the period:
Land 33,473 68,536 13,441
Buildings & improvements 200,289 145,800 31,806
Construction in progress 97,401 27,550 61,641
3,277,980 2,990,671 2,875,880
Less: Impairments, assets sold, written-off or reclassified as held for sale ( 72,530 ) ( 43,854 ) ( 127,095 )
Balance at end of period $ 3,205,450 $ 2,946,817 $ 2,748,785
Accumulated Depreciation
Balance at beginning of period $ 730,366 $ 671,946 $ 645,872
Additions charged to operating expenses 80,288 81,691 80,774
810,654 753,637 726,646
Less: Accumulated depreciation on assets sold, written-off or reclassified as held for sale ( 56,707 ) ( 23,271 ) ( 54,700 )
Balance at end of period $ 753,947 $ 730,366 $ 671,946
95