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 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 Company’s management 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 Exchange Act 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 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.
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The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023. 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, 2023, 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, 2023 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, 2023 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 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 Exchange Act, 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.
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
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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, 2023. 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, 2023, 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, 2023 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, 2023 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, 2023, 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, 2023, 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 as of and for the year ended December 31, 2023, of the Company and our report dated February 14, 2024, expressed an unqualified opinion on those consolidated 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 14, 2024
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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 and subsidiaries (the “Operating Partnership”) as of December 31, 2023, 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, 2023, 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 as of and for the year ended December 31, 2023, of the Operating Partnership and our report dated February 14, 2024, 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 14, 2024
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ITEM 9B. OTHER INFORMATION
During the three months ended December 31, 2023, none of the Company’s trustees or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).
Amendment and Restatement of Bylaws
On February 12, 2023, the Board of Trustees amended and restated the Company’s Amended and Restated Bylaws (as so amended and restated, the “Bylaws”), effective immediately, to, among other changes: (i) address the universal proxy rules adopted by the SEC, by clarifying that no person may solicit proxies in support of a trustee nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Exchange Act, including applicable notice and solicitation requirements; (ii) enhance procedural and disclosure requirements in connection with shareholder nominations of trustees and submissions of proposals regarding other business at shareholder meetings, including requiring additional background information and disclosures regarding proposing shareholders, proposed nominees and business proposals, and other persons related to a shareholder’s solicitation of proxies; and (iii) require that a shareholder directly or indirectly soliciting proxies from other shareholders use a proxy card color other than white. The Bylaws also include certain additional modernizing and clarifying changes, including updates to provisions relating to virtual meetings.
In order for a shareholder to nominate a candidate for election as a trustee or a shareholder to propose other business to be presented at our 2024 annual meeting of shareholders, including pursuant to Rule 14a-19, notice of such nomination or proposal must have been delivered to us not earlier than October 23, 2023 and not later than 5:00 p.m., Eastern Time, on November 22, 2023.
The foregoing summary of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.2 to this Annual Report on Form 10-K and 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’ 2024 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’ 2024 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, 2023, 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 2,979,723 (1)
N/A 3,780,034 (3)
Equity compensation plans not approved by security holders 170,628 (4)
N/A N/A
Total 3,150,351 N/A 3,780,034
(1) Includes an aggregate of 2,979,723 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, 2022 include 1,017,792 LTIP Units issued pursuant to our 2021 LTI Plan, 2022 LTI Plan, and 2023 LTI Plan which remain subject to performance-based vesting criteria. Excludes 2,939,263 common shares issuable upon exercise of outstanding vested options, which have no intrinsic value as of December 31, 2023.
(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) 1,584,191 common shares remaining available for issuance under the Urban Edge Properties 2015 Omnibus Incentive Plan (the “Plan”) and (ii) 2,195,843 common shares 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 3,168,381. 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 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 common shares authorized to be issued under the 2018 Inducement Equity Plan are 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’ 2024 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’ 2024 Annual Meeting of Shareholders and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by Item 14 will be included in the Proxy Statement to be filed relating to Urban Edge Properties’ 2024 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 4 2 .
(2) Financial Statement Schedules
Our financial statement schedules are included in Item 8 of this Annual Report on Form 10-K commencing on page 9 6 .
(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 9 2 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
4.1
Description of Urban Edge Properties’ Securities Registered Under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to Form 10-K filed on February 14, 2023)
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
First Amended and Restated Revolving Credit Agreement, by and among Urban Edge Properties LP, as Borrower, the Banks party thereto, and Wells Fargo Bank, National Association, as Administrative Agent, dated as of August 9, 2022 (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on November 3, 2022)
10.3
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)
10.4
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)
10.5†
Urban Edge Properties 2015 Employee Share Purchase Plan (incorporated by reference to Exhibit 4.4 to Form S-8 filed February 17, 2015)
10.6†
Urban Edge Properties 2015 Omnibus Share Plan (incorporated by reference to Exhibit 10.5 to Form 8-K filed January 21, 2015)
10.7†
Urban Edge Properties 2018 Inducement Equity Plan (incorporated by reference to Exhibit 99.1 to Form S-8 filed September 26, 2018)
10.8†
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)
10.9†
Retention Agreement between Urban Edge Properties and Mark Langer (incorporated by reference to Exhibit 10.1 to Form 8-K filed October 24, 2019)
10.10†
Employment Agreement between Urban Edge Properties and Jeffrey Mooallem (incorporated by reference to Exhibit 10.1 to Form 8-K filed on October 19, 2022)
10.11†
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)
10.12†
Urban Edge Properties Executive Severance and Change in Control Plan (incorporated by reference to Exhibit 10.17 to Form 10-K filed on February 16, 2022)
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
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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
97.1*†
Compensation Recovery Policy (Adopted October 19, 2023)
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 Section 13 or 15(d) 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 14, 2024
URBAN EDGE PROPERTIES LP
By: Urban Edge Properties, General Partner
/s/ Mark Langer
Mark Langer, Chief Financial Officer
Date: February 14, 2024
94
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 14, 2024
Jeffrey S. Olson and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Mark J. Langer Chief Financial Officer February 14, 2024
Mark J. Langer (Principal Financial Officer)
By: /s/ Andrea R. Drazin Chief Accounting Officer February 14, 2024
Andrea R. Drazin (Principal Accounting Officer)
By: /s/ Mary L. Baglivo Trustee February 14, 2024
Mary L. Baglivo
By: /s/ Steven H. Grapstein Trustee February 14, 2024
Steven H. Grapstein
By: /s/ Steven J. Guttman Trustee February 14, 2024
Steven J. Guttman
By: /s/ Norman K. Jenkins Trustee February 14, 2024
Norman K. Jenkins
By: /s/ Kevin P. O’Shea Trustee February 14, 2024
Kevin P. O’Shea
By: /s/ Catherine D. Rice Trustee February 14, 2024
Catherine D. Rice
By: /s/ Katherine M. Sandstrom Trustee February 14, 2024
Katherine M. Sandstrom
By: /s/ Douglas W. Sesler Trustee February 14, 2024
Douglas W. Sesler
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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 $ 20,379 $ 581 $ 23,606 $ 24,187 $ ( 9,792 ) 1968 1968
Bensalem, PA — 2,727 6,698 1,610 2,727 8,308 11,035 ( 4,992 ) 1972/ 1999 1972
Bergen Town Center - East, Paramus, NJ — 6,305 6,824 43,179 6,305 50,003 56,308 ( 14,710 ) 1957/ 2009 2003/ 2019
Bergen Town Center - West, Paramus, NJ 290,000 22,930 89,358 429,552 33,579 508,261 541,840 ( 160,872 ) 1957/ 2009 2003/ 2020
Brick, NJ 47,683 1,391 11,179 16,441 1,382 27,629 29,011 ( 19,822 ) 1968 1968
Bronx (Bruckner Boulevard), NY — 66,100 259,503 23,493 38,792 310,304 349,096 ( 49,721 ) N/A 2007
Bronx (Shops at Bruckner), NY 37,817 — 32,979 17,970 — 50,949 50,949 ( 5,262 ) N/A 2017
Bronx (1750-1780 Gun Hill Road), NY 23,696 6,427 11,885 23,993 6,428 35,877 42,305 ( 15,421 ) 2009 2005
Brooklyn (Kingswood Center), NY 69,054 15,690 76,766 ( 43,522 ) 9,238 39,696 48,934 ( 835 ) N/A 2020
Brooklyn (Kingswood Crossing), NY — 8,150 64,159 1,134 6,931 66,512 73,443 ( 7,012 ) N/A 2020
Broomall, PA — 850 2,171 11,727 850 13,898 14,748 ( 2,818 ) 1966 1966
Buffalo (Amherst), NY — 5,743 4,056 13,298 4,202 18,895 23,097 ( 8,742 ) 1968 1968
Cambridge (leased through 2033) (3) , MA
— — — 504 — 504 504 ( 90 ) N/A 2007
Carlstadt (leased through 2050) (3) , NJ
— — 16,458 215 — 16,673 16,673 ( 6,760 ) N/A 2007
Charleston (leased through 2063) (3) , SC
— — 3,634 308 — 3,942 3,942 ( 1,654 ) N/A 2006
Cherry Hill (Plaza at Cherry Hill), NJ — 14,602 33,666 3,195 14,602 36,861 51,463 ( 7,301 ) N/A 2017
Dewitt (leased through 2041) (3) , NY
— — 7,116 — — 7,116 7,116 ( 3,241 ) N/A 2006
Rockaway, NJ 26,763 559 6,363 5,111 559 11,474 12,033 ( 7,888 ) 1964 1964
East Brunswick, NJ 63,000 2,417 17,169 7,567 2,417 24,736 27,153 ( 20,552 ) 1957/
1972 1957/
1972
East Hanover (200 - 240 Route 10 West), NJ 61,324 2,232 18,241 17,541 2,671 35,343 38,014 ( 23,989 ) 1962 1962/
1998
East Rutherford, NJ 23,000 — 36,727 1,798 — 38,525 38,525 ( 12,067 ) 2007 2007
Everett (Gateway Center), MA — 57,546 36,473 — 57,546 36,473 94,019 ( 591 ) 2000 2023
Framingham (Shopper's World), MA — 42,861 198,317 — 42,861 198,317 241,178 ( 1,504 ) 1951 2023
Freeport (Meadowbrook Commons) (leased through 2040) (3) , NY
— — — 927 — 927 927 ( 224 ) N/A 2005
Garfield, NJ 39,607 45 8,068 46,790 44 54,859 54,903 ( 25,607 ) 2009 1998
Glenarden, MD (Woodmore Towne Centre) 117,200 28,397 144,834 1,894 28,397 146,728 175,125 ( 10,613 ) N/A 2021
Glenolden, PA — 850 1,820 873 850 2,693 3,543 ( 2,432 ) 1975 1975
96
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
Hackensack, NJ 66,400 692 10,219 7,722 692 17,941 18,633 ( 13,603 ) 1963 1963
Hazlet, NJ — 7,400 9,413 ( 8,005 ) 5,211 3,597 8,808 ( 170 ) N/A 2007
Huntington, NY 43,704 21,200 33,667 38,840 19,711 73,996 93,707 ( 8,237 ) N/A 2007
Hyde Park (Shops at Riverwood), MA 21,326 10,867 19,441 134 10,867 19,575 30,442 ( 947 ) N/A 2022
Inwood, NY — 12,419 19,097 1,360 4,777 28,099 32,876 ( 5,008 ) N/A 2004
Jersey City (Hudson Commons), NJ 26,930 652 7,495 1,185 652 8,680 9,332 ( 4,661 ) 1965 1965
Jersey City (Hudson Mall), NJ — 15,824 37,593 3,695 14,289 42,823 57,112 ( 9,663 ) N/A 2017
Kearny, NJ — 309 3,376 19,210 296 22,599 22,895 ( 8,967 ) 1938 1959
Lancaster, PA — 3,140 63 2,138 3,140 2,201 5,341 ( 1,341 ) 1966 1966
Shops at Caguas, Puerto Rico 82,000 15,280 64,370 24,499 15,280 88,869 104,149 ( 38,757 ) 1996 2002
Lodi (Washington Street), NJ — 7,606 13,125 ( 8,786 ) 3,823 8,122 11,945 ( 3,709 ) N/A 2004
Manalapan, NJ — 725 7,189 6,090 826 13,178 14,004 ( 10,051 ) 1971 1971
Manchester, MO 12,500 4,409 13,756 ( 6,738 ) 2,858 8,569 11,427 ( 1,291 ) N/A 2017
Marlton, NJ 36,725 1,611 3,464 15,389 1,385 19,079 20,464 ( 14,045 ) 1973 1973
Massapequa, (portion leased through 2069) (3)(4) , NY
— 45,153 6,226 40,765 34,253 57,891 92,144 ( 317 ) N/A 2020
Middletown, NJ 30,229 283 5,248 2,992 283 8,240 8,523 ( 7,275 ) 1963 1963
Millburn, NJ 22,015 15,783 25,837 ( 459 ) 15,783 25,378 41,161 ( 6,101 ) N/A 2017
Montclair, NJ 7,250 66 419 472 66 891 957 ( 805 ) 1972 1972
Montehiedra, Puerto Rico 75,590 9,182 66,751 34,624 8,122 102,435 110,557 ( 47,734 ) 1996/
2015 1997
Morris Plains, NJ — 1,104 6,411 23,045 1,104 29,456 30,560 ( 11,273 ) 1961 1985
Mount Kisco, NY 11,098 22,700 26,700 4,975 23,297 31,078 54,375 ( 11,744 ) N/A 2007
New Hyde Park (leased through 2029) (3) , NY
— — 4 — — 4 4 ( 4 ) 1970 1976
Newington, CT 15,920 2,421 1,200 2,600 2,421 3,800 6,221 ( 1,638 ) 1965 1965
Norfolk (leased through 2069) (3) , VA
— — 3,927 15 — 3,942 3,942 ( 3,939 ) N/A 2005
North Bergen (Kennedy Boulevard), NJ — 2,308 636 276 2,308 912 3,220 ( 783 ) 1993 1959
North Bergen (Tonnelle Avenue), NJ 97,115 24,978 10,462 58,024 33,988 59,476 93,464 ( 24,190 ) 2009 2006
North Plainfield, NJ 24,196 6,577 13,983 1,241 6,577 15,224 21,801 ( 6,435 ) 1955 1989
Paramus (leased through 2033) (3) , NJ
— — — 12,569 — 12,569 12,569 ( 7,378 ) 1957/
2009 2003
Queens, NY — 14,537 12,304 4,563 14,537 16,867 31,404 ( 4,026 ) N/A 2015
Rochester (Henrietta) (leased through 2056) (3) , NY
— — 2,647 1,165 — 3,812 3,812 ( 3,634 ) 1971 1971
Rockville, MD — 3,470 20,599 1,939 3,470 22,538 26,008 ( 10,676 ) N/A 2005
Revere (Wonderland), MA — 6,323 17,130 585 6,323 17,715 24,038 ( 3,813 ) N/A 2019
Salem (leased through 2102) (3) , NH
— 6,083 — ( 1,821 ) 2,994 1,268 4,262 ( 229 ) N/A 2006
South Plainfield (leased through 2039) (3) , NJ
— — 10,044 1,950 — 11,994 11,994 ( 5,105 ) N/A 2007
97
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
Springfield (leased through 2025) (3) , PA
— — — 80 — 80 80 ( 80 ) N/A 2005
Staten Island, NY — 11,446 21,262 5,544 11,446 26,806 38,252 ( 13,761 ) N/A 2004
Totowa, NJ 50,800 120 11,994 ( 600 ) 45 11,469 11,514 ( 10,154 ) 1957/
1999 1957
Union (2445 Springfield Avenue), NJ 45,202 19,700 45,090 — 19,700 45,090 64,790 ( 18,693 ) N/A 2007
Union (Route 22 and Morris Avenue), NJ — 3,025 7,470 7,377 3,025 14,847 17,872 ( 7,564 ) 1962 1962
Walnut Creek (1149 South Main Street), CA — 2,699 19,930 ( 1,003 ) 2,699 18,927 21,626 ( 4,897 ) N/A 2006
Walnut Creek (Mt. Diablo), CA — 5,909 — 3,291 2,589 6,611 9,200 ( 144 ) N/A 2007
Watchung, NJ 25,065 4,178 5,463 3,212 4,441 8,412 12,853 ( 6,736 ) 1994 1959
Wheaton (leased through 2060) (3) , MD
— — 5,367 — — 5,367 5,367 ( 2,315 ) N/A 2006
Wilkes-Barre (461 - 499 Mundy Street), PA — 6,053 26,646 ( 11,797 ) 3,133 17,769 20,902 ( 1,103 ) N/A 2007
Woodbridge (Woodbridge Commons), NJ 22,100 1,509 2,675 6,293 1,539 8,938 10,477 ( 4,699 ) 1959 1959
Woodbridge (Plaza at Woodbridge), NJ 52,278 21,547 75,017 6,614 21,547 81,631 103,178 ( 15,924 ) N/A 2017
Wyomissing (leased through 2065) (3) , PA
— — 2,646 1,144 — 3,790 3,790 ( 2,866 ) N/A 2005
Yonkers, NY 23,148 63,341 110,635 15,986 65,208 124,754 189,962 ( 23,284 ) N/A 2017
INDUSTRIAL:
Lodi (Route 17 North), NJ — 238 9,446 4,487 238 13,933 14,171 ( 1,336 ) 1999 1975
TOTAL UE PROPERTIES $ 1,590,735 $ 689,270 $ 1,914,128 $ 972,858 $ 635,905 $ 2,940,351 $ 3,576,256 $ ( 815,617 )
Leasehold Improvements,
Equipment and Other — — — 9,923 — 9,923 9,923 ( 3,626 )
TOTAL $ 1,590,735 $ 689,270 $ 1,914,128 $ 982,781 $ 635,905 $ 2,950,274 $ 3,586,179 $ ( 819,243 )
(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 $ 1.9 billion as of December 31, 2023.
(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 40 Carmans Road.
98
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,
2023
2022
2021
Real Estate
Balance at beginning of period $ 3,326,884 $ 3,205,450 $ 2,946,817
Additions during the period:
Land 103,466 11,984 33,473
Buildings & improvements 255,463 54,082 200,289
Construction in progress 83,703 101,696 97,401
3,769,516 3,373,212 3,277,980
Less: Impairments, assets sold, written-off or reclassified as held for sale ( 183,337 ) ( 46,328 ) ( 72,530 )
Balance at end of period $ 3,586,179 $ 3,326,884 $ 3,205,450
Accumulated Depreciation
Balance at beginning of period $ 791,485 $ 753,947 $ 730,366
Additions charged to operating expenses 91,407 83,866 80,288
882,892 837,813 810,654
Less: Accumulated depreciation on assets sold, written-off or reclassified as held for sale ( 63,649 ) ( 46,328 ) ( 56,707 )
Balance at end of period $ 819,243 $ 791,485 $ 753,947
99