Urban Edge Properties
For the period ended Dec 31, 2023. Filed Feb 14, 2024.
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FY2023 · Filed Feb 14, 2024
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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES
| Page | |
|---|---|
| CONSOLIDATED FINANCIAL STATEMENTS | |
| Report of Independent Registered Public Accounting Firm for Urban Edge Properties (PCAOB ID No. 34) | 43 |
| Report of Independent Registered Public Accounting Firm for Urban Edge Properties LP (PCAOB ID No. 34) | 45 |
| Urban Edge Properties Consolidated Balance Sheets as of December 31, 2023 and 2022 | 47 |
| Urban Edge Properties Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2023, 2022 and 2021 | 48 |
| Urban Edge Properties Consolidated Statements of Changes in Equity for the years ended December 31, 2023, 2022 and 2021 | 49 |
| Urban Edge Properties Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 | 50 |
| Urban Edge Properties LP Consolidated Balance Sheets as of December 31, 2023 and 2022 | 52 |
| Urban Edge Properties LP Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2023, 2022 and 2021 | 53 |
| Urban Edge Properties LP Consolidated Statements of Changes in Equity for the years ended December 31, 2023, 2022 and 2021 | 54 |
| Urban Edge Properties LP Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 | 55 |
| Notes to Consolidated Financial Statements | 57 |
| CONSOLIDATED FINANCIAL STATEMENT SCHEDULES | |
| Schedule III – Real Estate and Accumulated Depreciation | 96 |
To the Shareholders and Board of Trustees of Urban Edge Properties
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Urban Edge Properties and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of income and comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 14, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Real Estate Impairment —Refer to Notes 3 and 9 to the financial statements
Critical Audit Matter Description
The Company’s real estate assets are individually evaluated for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company’s evaluation of the recoverability of real estate assets involves the comparison of the projected undiscounted future cash flows expected to be generated by each real estate asset over the Company’s estimated holding period to the respective carrying amount. An impairment exists when the carrying amount of an asset exceeds the projected undiscounted future cash flows, taking into account the appropriate capitalization rate in determining a future terminal value. An impairment loss is measured based on the excess of the property’s carrying amount over its estimated fair value. The estimated fair value may be based on discounted future cash flows utilizing appropriate discount and capitalization rates. The Company’s determination of an estimated fair value requires management to make significant estimates, including appropriate discount and capitalization rates.
Given that the Company’s estimated discount and capitalization rates used in the evaluation of impairment of real estate assets is a significant assumption made by management for certain properties, performing audit procedures to evaluate the reasonableness of management’s estimated fair value required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Company’s estimated discount and capitalization rates used in the evaluation of impairment of real estate assets included the following, among others:
We tested the effectiveness of the Company’s internal controls over management’s evaluation of the estimated fair value of real estate, including internal controls over management’s determination of the reasonableness of the applicable discount and capitalization rates.
We inquired with management regarding their determination of the discount and capitalization rates and evaluated the consistency in determining the rates with evidence obtained in other areas of our audit.
With the assistance of our fair value specialists, we evaluated the reasonableness of the Company’s estimated discount and capitalization rates by:
Testing the source information underlying the determination of the discount and capitalization rates by evaluating the reasonableness of the discount and capitalization rates used by management with independent market data, focusing on key factors, including geographical location, tenant composition, and property type.
Developing a range of independent estimates of discount and capitalization rates and comparing those to the discount and capitalization rates selected by management.
/s/DELOITTE & TOUCHE LLP
We have served as the Company’s auditor since 2014.
To the Partners of Urban Edge Properties LP
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Urban Edge Properties LP and subsidiaries (the "Operating Partnership") as of December 31, 2023 and 2022, the related consolidated statements of income and comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Operating Partnership's internal control over financial reporting 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 and our report dated February 14, 2024, expressed an unqualified opinion on the Operating Partnership's internal control over financial reporting.
These financial statements are the responsibility of the Operating Partnership's management. Our responsibility is to express an opinion on the Operating Partnership's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Real Estate Impairment —Refer to Notes 3 and 9 to the financial statements
Critical Audit Matter Description
The Operating Partnership’s real estate assets are individually evaluated for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. The Operating Partnership’s evaluation of the recoverability of real estate assets involves the comparison of the projected undiscounted future cash flows expected to be generated by each real estate asset over the Operating Partnership’s estimated holding period to the respective carrying amount. An impairment exists when the carrying amount of an asset exceeds the projected undiscounted future cash flows, taking into account the appropriate capitalization rate in determining a future terminal value. An impairment loss is measured based on the excess of the property’s carrying amount over its estimated fair value. The estimated fair value may be based on discounted future cash flows utilizing appropriate discount and capitalization rates. The Operating Partnership’s determination of an estimated fair value requires management to make significant estimates, including appropriate discount and capitalization rates.
Given that the Operating Partnership’s estimated discount and capitalization rates used in the evaluation of impairment of real estate assets is a significant assumption made by management for certain properties, performing audit procedures to evaluate the reasonableness of management’s estimated fair value required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Operating Partnership's estimated discount and capitalization rates used in the evaluation of impairment of real estate assets included the following, among others:
We tested the effectiveness of the Operating Partnership’s internal controls over management’s evaluation of the estimated fair value of real estate, including internal controls over management’s determination of the reasonableness of the applicable discount and capitalization rates.
We inquired with management regarding their determination of the discount and capitalization rates and evaluated the consistency in determining the rates with evidence obtained in other areas of our audit.
With the assistance of our fair value specialists, we evaluated the reasonableness of the Operating Partnership's estimated discount and capitalization rates by:
Testing the source information underlying the determination of the discount and capitalization rates by evaluating the reasonableness of the discount and capitalization rates used by management with independent market data, focusing on key factors, including geographical location, tenant composition, and property type.
Developing a range of independent estimates of discount and capitalization rates and comparing those to the discount and capitalization rates selected by management.
/s/DELOITTE & TOUCHE LLP
We have served as the Operating Partnership’s auditor since 2016.
| December 31, | December 31, | |
|---|---|---|
| 2023 | 2022 | |
| ASSETS | ||
| Real estate, at cost: | ||
| Land | $635,905 | $535,770 |
| Buildings and improvements | 2,678,076 | 2,468,385 |
| Construction in progress | 262,275 | 314,190 |
| Furniture, fixtures and equipment | 9,923 | 8,539 |
| Total | 3,586,179 | 3,326,884 |
| Accumulated depreciation and amortization | (819,243) | (791,485) |
| Real estate, net | 2,766,936 | 2,535,399 |
| Operating lease right-of-use assets | 56,988 | 64,161 |
| Cash and cash equivalents | 101,123 | 85,518 |
| Restricted cash | 73,125 | 43,256 |
| Tenant and other receivables | 14,712 | 17,523 |
| Receivables arising from the straight-lining of rents | 60,775 | 64,713 |
| Identified intangible assets, net of accumulated amortization of $51,399 and $40,983, respectively | 113,897 | 62,856 |
| Deferred leasing costs, net of accumulated amortization of $21,428 and $20,107, respectively | 27,698 | 26,799 |
| Prepaid expenses and other assets | 64,555 | 77,207 |
| Total assets | $3,279,809 | $2,977,432 |
| LIABILITIES AND EQUITY | ||
| Liabilities: | ||
| Mortgages payable, net | $1,578,110 | $1,691,690 |
| Unsecured credit facility borrowings | 153,000 | — |
| Operating lease liabilities | 53,863 | 59,789 |
| Accounts payable, accrued expenses and other liabilities | 102,997 | 102,519 |
| Identified intangible liabilities, net of accumulated amortization of $46,610 and $40,816, respectively | 170,411 | 93,328 |
| Total liabilities | 2,058,381 | 1,947,326 |
| Commitments and contingencies (Note 10) | ||
| Shareholders’ equity: | ||
| Common shares: $0.01 par value; 500,000,000 shares authorized and 117,652,656 and 117,450,951 shares issued and outstanding, respectively | 1,175 | 1,173 |
| Additional paid-in capital | 1,011,942 | 1,011,293 |
| Accumulated other comprehensive income | 460 | 629 |
| Accumulated earnings (deficit) | 137,113 | (36,104) |
| Noncontrolling interests: | ||
| Operating partnership | 55,355 | 39,209 |
| Consolidated subsidiaries | 15,383 | 13,906 |
| Total equity | 1,221,428 | 1,030,106 |
| Total liabilities and equity | $3,279,809 | $2,977,432 |
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
| Year Ended December 31, | |||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| REVENUE | |||
| Rental revenue | $406,112 | $396,376 | $422,467 |
| Other income | 10,810 | 1,562 | 2,615 |
| Total revenue | 416,922 | 397,938 | 425,082 |
| EXPENSES | |||
| Depreciation and amortization | 108,979 | 98,432 | 92,331 |
| Real estate taxes | 64,889 | 61,864 | 63,844 |
| Property operating | 68,563 | 74,334 | 68,531 |
| General and administrative | 37,070 | 43,087 | 39,152 |
| Real estate impairment loss | 34,055 | — | 468 |
| Lease expense | 12,634 | 12,460 | 12,872 |
| Total expenses | 326,190 | 290,177 | 277,198 |
| Gain on sale of real estate | 217,708 | 353 | 18,648 |
| Interest income | 3,037 | 1,107 | 360 |
| Interest and debt expense | (74,945) | (58,979) | (57,938) |
| Gain on extinguishment of debt | 41,144 | — | — |
| Income before income taxes | 277,676 | 50,242 | 108,954 |
| Income tax expense | (17,800) | (2,903) | (1,139) |
| Net income | 259,876 | 47,339 | 107,815 |
| Less net (income) loss attributable to NCI in: | |||
| Operating partnership | (11,899) | (1,895) | (4,296) |
| Consolidated subsidiaries | 520 | 726 | (833) |
| Net income attributable to common shareholders | $248,497 | $46,170 | $102,686 |
| Earnings per common share - Basic: | $2.11 | $0.39 | $0.88 |
| Earnings per common share - Diluted: | $2.11 | $0.39 | $0.88 |
| Weighted average shares outstanding - Basic | 117,506 | 117,366 | 117,029 |
| Weighted average shares outstanding - Diluted | 117,597 | 121,640 | 121,447 |
| Net Income | $259,876 | $47,339 | $107,815 |
| Effective portion of change in fair value of derivatives | (179) | 656 | — |
| Comprehensive income | 259,697 | 47,995 | 107,815 |
| Less comprehensive loss (income) attributable to NCI in: | |||
| Operating partnership | 10 | (27) | — |
| Less net (income) loss attributable to NCI in: | |||
| Operating partnership | (11,899) | (1,895) | (4,296) |
| Consolidated subsidiaries | 520 | 726 | (833) |
| Comprehensive income attributable to common shareholders | $248,328 | $46,799 | $102,686 |
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
| Common Shares · Noncontrolling Interests (“NCI”) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated(Deficit) Earnings | Operating Partnership | Consolidated Subsidiaries | Total Equity | |
| Balance, January 1, 2021 | 117,014,317 | $1,169 | $989,863 | $— | $(39,467) | $38,456 | $5,872 | $995,893 |
| Net income attributable to common shareholders | — | — | — | — | 102,686 | — | — | 102,686 |
| Net income attributable to noncontrolling interests | — | — | — | — | — | 4,296 | 833 | 5,129 |
| Limited partnership interests: | ||||||||
| Units redeemed for common shares | 100,000 | — | 840 | — | — | (6,302) | — | (5,462) |
| Reallocation of noncontrolling interests | — | — | 8,206 | — | — | (2,744) | — | 5,462 |
| Common shares issued | 46,731 | 1 | 509 | — | (144) | — | — | 366 |
| Dividends to common shareholders ($0.60 per share) | — | — | — | — | (70,166) | — | — | (70,166) |
| Distributions to redeemable NCI ($0.60 per unit) | — | — | — | — | — | (2,864) | — | (2,864) |
| Contributions from noncontrolling interests | — | — | — | — | — | — | 6,241 | 6,241 |
| Share-based compensation expense | — | — | 2,045 | — | — | 8,774 | — | 10,819 |
| Share-based awards retained for taxes | (13,062) | — | (210) | — | — | — | — | (210) |
| Balance, December 31, 2021 | 117,147,986 | $1,170 | $1,001,253 | $— | $(7,091) | $39,616 | $12,946 | $1,047,894 |
| Net income attributable to common shareholders | — | — | — | — | 46,170 | — | — | 46,170 |
| Net income (loss) attributable to noncontrolling interests | — | — | — | — | — | 1,895 | (726) | 1,169 |
| Other comprehensive income | — | — | — | 629 | — | 27 | — | 656 |
| Limited partnership interests: | ||||||||
| Units redeemed for common shares | 250,000 | 3 | 2,121 | — | — | 2,124 | — | 4,248 |
| Reallocation of noncontrolling interests | — | — | 6,126 | — | — | (10,374) | — | (4,248) |
| Common shares issued | 60,193 | — | 466 | — | (84) | — | — | 382 |
| Dividends to common shareholders ($0.64 per share) | — | — | — | — | (75,099) | — | — | (75,099) |
| Distributions to redeemable NCI ($0.64 per unit) | — | — | — | — | — | (3,109) | — | (3,109) |
| Contributions from noncontrolling interests | — | — | — | — | — | — | 1,686 | 1,686 |
| Share-based compensation expense | — | — | 1,456 | — | — | 9,030 | — | 10,486 |
| Share-based awards retained for taxes | (7,228) | — | (129) | — | — | — | — | (129) |
| Balance, December 31, 2022 | 117,450,951 | $1,173 | $1,011,293 | $629 | $(36,104) | $39,209 | $13,906 | $1,030,106 |
| Net income attributable to common shareholders | — | — | — | — | 248,497 | — | — | 248,497 |
| Net income (loss) attributable to noncontrolling interests | — | — | — | — | — | 11,899 | (520) | 11,379 |
| Other comprehensive loss | — | — | — | (169) | — | (10) | — | (179) |
| Limited partnership interests: | ||||||||
| Units redeemed for common shares | 70,000 | 1 | 572 | — | — | 572 | — | 1,145 |
| Reallocation of noncontrolling interests | — | — | (1,137) | — | — | (8) | — | (1,145) |
| Common shares issued | 139,342 | 1 | 459 | — | (88) | — | — | 372 |
| Dividends to common shareholders ($0.64 per share) | — | — | — | — | (75,192) | — | — | (75,192) |
| Distributions to redeemable NCI ($0.64 per unit) | — | — | — | — | — | (3,244) | — | (3,244) |
| Contributions from noncontrolling interests | — | — | — | — | — | — | 1,997 | 1,997 |
| Share-based compensation expense | — | — | 874 | — | — | 6,937 | — | 7,811 |
| Share-based awards retained for taxes | (7,637) | — | (119) | — | — | — | — | (119) |
| Balance, December 31, 2023 | 117,652,656 | $1,175 | $1,011,942 | $460 | $137,113 | $55,355 | $15,383 | $1,221,428 |
(In thousands)
| Year Ended December 31, | |||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Net income | $259,876 | $47,339 | $107,815 |
| Adjustments to reconcile net income to net cash provided by operating activities: | |||
| Depreciation and amortization | 112,768 | 100,787 | 94,135 |
| Gain on sale of real estate | (217,708) | (353) | (18,648) |
| Amortization of below market leases, net | (11,602) | (6,660) | (55,173) |
| Noncash lease expense | 6,590 | 7,051 | 6,802 |
| Straight-lining of rent | (3,687) | (2,020) | (878) |
| Share-based compensation expense | 7,811 | 10,486 | 10,819 |
| Real estate impairment loss | 34,055 | — | 468 |
| Gain on extinguishment of debt | (41,144) | — | — |
| Change in operating assets and liabilities: | |||
| Tenant and other receivables | 2,811 | (1,712) | (139) |
| Deferred leasing costs | (8,059) | (8,660) | (5,818) |
| Prepaid and other assets | 12,387 | 854 | 5,661 |
| Lease liabilities | (6,330) | (6,641) | (6,227) |
| Accounts payable, accrued expenses and other liabilities | 15,247 | (853) | (3,544) |
| Net cash provided by operating activities | 163,015 | 139,618 | 135,273 |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Real estate development and capital improvements | (115,724) | (116,044) | (95,377) |
| Acquisitions of real estate | (314,886) | (36,222) | (252,632) |
| Proceeds from sale of operating properties | 312,908 | 353 | 34,482 |
| Proceeds from sale of operating lease | — | — | 2,367 |
| Net cash used in investing activities | (117,702) | (151,913) | (311,160) |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Proceeds from mortgage loan borrowings | 469,704 | 103,413 | 117,200 |
| Debt repayments | (693,891) | (98,334) | (18,192) |
| Borrowings under unsecured credit facility | 309,000 | — | — |
| Dividends paid to common shareholders | (75,192) | (75,099) | (123,998) |
| Distributions paid to redeemable noncontrolling interests | (3,244) | (3,109) | (4,937) |
| Taxes withheld for vested restricted shares | (119) | (129) | (210) |
| Debt issuance costs | (8,466) | (7,292) | — |
| Purchase of interest rate cap | — | (285) | — |
| Proceeds related to the issuance of common shares | 372 | 382 | 366 |
| Contributions from noncontrolling interests | 1,997 | 1,686 | 6,241 |
| Net cash provided by (used in) financing activities | 161 | (78,767) | (23,530) |
| Net increase (decrease) in cash and cash equivalents and restricted cash | 45,474 | (91,062) | (199,417) |
| Cash and cash equivalents and restricted cash at beginning of year | 128,774 | 219,836 | 419,253 |
| Cash and cash equivalents and restricted cash at end of year | $174,248 | $128,774 | $219,836 |
| Year Ended December 31, | |||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||
| Cash payments for interest net of amounts capitalized of $11,209, $8,512 and $2,023, respectively | $69,040 | $55,740 | $58,621 |
| Cash payments for income taxes | 52 | 913 | 4,663 |
| NON-CASH INVESTING AND FINANCING ACTIVITIES | |||
| Accrued capital expenditures included in accounts payable and accrued expenses | 21,628 | 34,673 | 18,702 |
| Write-off of fully depreciated and impaired assets | 41,954 | 8,733 | 10,706 |
| Forgiveness of mortgage debt | 44,105 | — | — |
| RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | |||
| Cash and cash equivalents at beginning of year | $85,518 | $164,478 | $384,572 |
| Restricted cash at beginning of year | 43,256 | 55,358 | 34,681 |
| Cash and cash equivalents and restricted cash at beginning of year | $128,774 | $219,836 | $419,253 |
| Cash and cash equivalents at end of year | $101,123 | $85,518 | $164,478 |
| Restricted cash at end of year | 73,125 | 43,256 | 55,358 |
| Cash and cash equivalents and restricted cash at end of year | $174,248 | $128,774 | $219,836 |
| December 31, | December 31, | |
|---|---|---|
| 2023 | 2022 | |
| ASSETS | ||
| Real estate, at cost: | ||
| Land | $635,905 | $535,770 |
| Buildings and improvements | 2,678,076 | 2,468,385 |
| Construction in progress | 262,275 | 314,190 |
| Furniture, fixtures and equipment | 9,923 | 8,539 |
| Total | 3,586,179 | 3,326,884 |
| Accumulated depreciation and amortization | (819,243) | (791,485) |
| Real estate, net | 2,766,936 | 2,535,399 |
| Operating lease right-of-use assets | 56,988 | 64,161 |
| Cash and cash equivalents | 101,123 | 85,518 |
| Restricted cash | 73,125 | 43,256 |
| Tenant and other receivables | 14,712 | 17,523 |
| Receivables arising from the straight-lining of rents | 60,775 | 64,713 |
| Identified intangible assets, net of accumulated amortization of $51,399 and $40,983, respectively | 113,897 | 62,856 |
| Deferred leasing costs, net of accumulated amortization of $21,428 and $20,107, respectively | 27,698 | 26,799 |
| Prepaid expenses and other assets | 64,555 | 77,207 |
| Total assets | $3,279,809 | $2,977,432 |
| LIABILITIES AND EQUITY | ||
| Liabilities: | ||
| Mortgages payable, net | $1,578,110 | $1,691,690 |
| Unsecured credit facility borrowings | 153,000 | — |
| Operating lease liabilities | 53,863 | 59,789 |
| Accounts payable, accrued expenses and other liabilities | 102,997 | 102,519 |
| Identified intangible liabilities, net of accumulated amortization of $46,610 and $40,816, respectively | 170,411 | 93,328 |
| Total liabilities | 2,058,381 | 1,947,326 |
| Commitments and contingencies (Note 10) | ||
| Equity: | ||
| Partners’ capital: | ||
| General partner: 117,652,656 and 117,450,951 units outstanding, respectively | 1,013,117 | 1,012,466 |
| Limited partners: 5,659,781 and 4,713,558 units outstanding, respectively | 49,311 | 41,810 |
| Accumulated other comprehensive income | 460 | 629 |
| Accumulated earnings (deficit) | 143,157 | (38,705) |
| Total partners’ capital | 1,206,045 | 1,016,200 |
| Noncontrolling interest in consolidated subsidiaries | 15,383 | 13,906 |
| Total equity | 1,221,428 | 1,030,106 |
| Total liabilities and equity | $3,279,809 | $2,977,432 |
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
| Year Ended December 31, | |||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| REVENUE | |||
| Rental revenue | $406,112 | $396,376 | $422,467 |
| Other income | 10,810 | 1,562 | 2,615 |
| Total revenue | 416,922 | 397,938 | 425,082 |
| EXPENSES | |||
| Depreciation and amortization | 108,979 | 98,432 | 92,331 |
| Real estate taxes | 64,889 | 61,864 | 63,844 |
| Property operating | 68,563 | 74,334 | 68,531 |
| General and administrative | 37,070 | 43,087 | 39,152 |
| Real estate impairment loss | 34,055 | — | 468 |
| Lease expense | 12,634 | 12,460 | 12,872 |
| Total expenses | 326,190 | 290,177 | 277,198 |
| Gain on sale of real estate | 217,708 | 353 | 18,648 |
| Interest income | 3,037 | 1,107 | 360 |
| Interest and debt expense | (74,945) | (58,979) | (57,938) |
| Gain on extinguishment of debt | 41,144 | — | — |
| Income before income taxes | 277,676 | 50,242 | 108,954 |
| Income tax expense | (17,800) | (2,903) | (1,139) |
| Net income | 259,876 | 47,339 | 107,815 |
| Less: net loss (income) attributable to NCI in consolidated subsidiaries | 520 | 726 | (833) |
| Net income attributable to unitholders | $260,396 | $48,065 | $106,982 |
| Earnings per unit - Basic: | $2.13 | $0.40 | $0.88 |
| Earnings per unit - Diluted: | $2.13 | $0.39 | $0.88 |
| Weighted average units outstanding - Basic | 121,901 | 121,374 | 120,966 |
| Weighted average units outstanding - Diluted | 121,992 | 121,640 | 122,107 |
| Net Income | $259,876 | $47,339 | $107,815 |
| Effective portion of change in fair value of derivatives | (179) | 656 | — |
| Comprehensive income | 259,697 | 47,995 | 107,815 |
| Less net loss (income) attributable to NCI in consolidated subsidiaries | 520 | 726 | (833) |
| Comprehensive income attributable to unitholders | $260,217 | $48,721 | $106,982 |
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
| Total Shares | General Partner | Total Units | Limited Partners(1) | Accumulated Other Comprehensive Income (Loss) | Accumulated(Deficit) Earnings | NCI in Consolidated Subsidiaries | Total Equity | |
|---|---|---|---|---|---|---|---|---|
| Balance, January 1, 2021 | 117,014,317 | $991,032 | 4,729,010 | $41,302 | $— | $(42,313) | $5,872 | $995,893 |
| Net income attributable to unitholders | — | — | — | — | — | 106,982 | — | 106,982 |
| Net income attributable to noncontrolling interests | — | — | — | — | — | — | 833 | 833 |
| Common units issued as a result of common shares issued by Urban Edge | 46,731 | 510 | 33,644 | — | — | (144) | — | 366 |
| Equity redemption of OP Units | 100,000 | 840 | (100,000) | (6,302) | — | — | — | (5,462) |
| Reallocation of noncontrolling interests | — | 8,206 | — | (2,744) | — | — | — | 5,462 |
| Distributions to Partners ($0.60 per unit) | — | — | — | — | — | (73,030) | — | (73,030) |
| Contributions from noncontrolling interests | — | — | — | — | — | — | 6,241 | 6,241 |
| Share-based compensation expense | — | 2,045 | — | 8,774 | — | — | — | 10,819 |
| Share-based awards retained for taxes | (13,062) | (210) | — | — | — | — | — | (210) |
| Balance, December 31, 2021 | 117,147,986 | $1,002,423 | 4,662,654 | $41,030 | $— | $(8,505) | $12,946 | $1,047,894 |
| Net income attributable to unitholders | — | — | — | — | — | 48,065 | — | 48,065 |
| Net loss attributable to noncontrolling interests | — | — | — | — | — | — | (726) | (726) |
| Other comprehensive income | — | — | — | — | 629 | 27 | — | 656 |
| Common units issued as a result of common shares issued by Urban Edge | 60,193 | 466 | 300,904 | — | — | (84) | — | 382 |
| Equity redemption of OP Units | 250,000 | 2,124 | (250,000) | 2,124 | — | — | — | 4,248 |
| Reallocation of noncontrolling interests | — | 6,126 | — | (10,374) | — | — | — | (4,248) |
| Distributions to Partners ($0.64 per unit) | — | — | — | — | — | (78,208) | — | (78,208) |
| Contributions from noncontrolling interests | — | — | — | — | — | — | 1,686 | 1,686 |
| Share-based compensation expense | — | 1,456 | — | 9,030 | — | — | — | 10,486 |
| Share-based awards retained for taxes | (7,228) | (129) | — | — | — | — | — | (129) |
| Balance, December 31, 2022 | 117,450,951 | $1,012,466 | 4,713,558 | $41,810 | $629 | $(38,705) | $13,906 | $1,030,106 |
| Net income attributable to unitholders | — | — | — | — | — | 260,396 | — | 260,396 |
| Net loss attributable to noncontrolling interests | — | — | — | — | — | — | (520) | (520) |
| Other comprehensive loss | — | — | — | — | (169) | (10) | — | (179) |
| Common units issued as a result of common shares issued by Urban Edge | 139,342 | 460 | 1,016,223 | — | — | (88) | — | 372 |
| Equity redemption of OP units | 70,000 | 573 | (70,000) | 572 | — | — | — | 1,145 |
| Reallocation of noncontrolling interests | — | (1,137) | — | (8) | — | — | — | (1,145) |
| Distributions to Partners ($0.64 per unit) | — | — | — | — | — | (78,436) | — | (78,436) |
| Contributions from noncontrolling interests | — | — | — | — | — | — | 1,997 | 1,997 |
| Share-based compensation expense | — | 874 | — | 6,937 | — | — | — | 7,811 |
| Share-based awards retained for taxes | (7,637) | (119) | — | — | — | — | — | (119) |
| Balance, December 31, 2023 | 117,652,656 | $1,013,117 | 5,659,781 | $49,311 | $460 | $143,157 | $15,383 | $1,221,428 |
(1) Limited partners have a 4.6% common limited partnership interest in the Operating Partnership as of December 31, 2023 in the form of units of interest in the Operating Partnership (“OP Units”) and Long-Term Incentive Plan (“LTIP”) units.
(In thousands)
| Year Ended December 31, | |||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Net income | $259,876 | $47,339 | $107,815 |
| Adjustments to reconcile net income to net cash provided by operating activities: | |||
| Depreciation and amortization | 112,768 | 100,787 | 94,135 |
| Gain on sale of real estate | (217,708) | (353) | (18,648) |
| Amortization of below market leases, net | (11,602) | (6,660) | (55,173) |
| Noncash lease expense | 6,590 | 7,051 | 6,802 |
| Straight-lining of rent | (3,687) | (2,020) | (878) |
| Share-based compensation expense | 7,811 | 10,486 | 10,819 |
| Real estate impairment loss | 34,055 | — | 468 |
| Gain on extinguishment of debt | (41,144) | — | — |
| Change in operating assets and liabilities: | |||
| Tenant and other receivables | 2,811 | (1,712) | (139) |
| Deferred leasing costs | (8,059) | (8,660) | (5,818) |
| Prepaid and other assets | 12,387 | 854 | 5,661 |
| Lease liabilities | (6,330) | (6,641) | (6,227) |
| Accounts payable, accrued expenses and other liabilities | 15,247 | (853) | (3,544) |
| Net cash provided by operating activities | 163,015 | 139,618 | 135,273 |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Real estate development and capital improvements | (115,724) | (116,044) | (95,377) |
| Acquisitions of real estate | (314,886) | (36,222) | (252,632) |
| Proceeds from sale of operating properties | 312,908 | 353 | 34,482 |
| Proceeds from sale of operating lease | — | — | 2,367 |
| Net cash used in investing activities | (117,702) | (151,913) | (311,160) |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Proceeds from mortgage loan borrowings | 469,704 | 103,413 | 117,200 |
| Debt repayments | (693,891) | (98,334) | (18,192) |
| Borrowings under unsecured credit facility | 309,000 | — | — |
| Distributions paid to partners | (78,436) | (78,208) | (128,935) |
| Taxes withheld for vested restricted units | (119) | (129) | (210) |
| Debt issuance costs | (8,466) | (7,292) | — |
| Purchase of interest rate cap | — | (285) | — |
| Proceeds related to the issuance of common shares | 372 | 382 | 366 |
| Contributions from noncontrolling interests | 1,997 | 1,686 | 6,241 |
| Net cash provided by (used in) financing activities | 161 | (78,767) | (23,530) |
| Net increase (decrease) in cash and cash equivalents and restricted cash | 45,474 | (91,062) | (199,417) |
| Cash and cash equivalents and restricted cash at beginning of year | 128,774 | 219,836 | 419,253 |
| Cash and cash equivalents and restricted cash at end of year | $174,248 | $128,774 | $219,836 |
| Year Ended December 31, | |||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||
| Cash payments for interest net of amounts capitalized of $11,209, $8,512 and $2,023, respectively | $69,040 | $55,740 | $58,621 |
| Cash payments for income taxes | 52 | 913 | 4,663 |
| NON-CASH INVESTING AND FINANCING ACTIVITIES | |||
| Accrued capital expenditures included in accounts payable and accrued expenses | 21,628 | 34,673 | 18,702 |
| Write-off of fully depreciated and impaired assets | 41,954 | 8,733 | 10,706 |
| Forgiveness of mortgage debt | 44,105 | — | — |
| RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | |||
| Cash and cash equivalents at beginning of year | $85,518 | $164,478 | $384,572 |
| Restricted cash at beginning of year | 43,256 | 55,358 | 34,681 |
| Cash and cash equivalents and restricted cash at beginning of year | $128,774 | $219,836 | $419,253 |
| Cash and cash equivalents at end of year | $101,123 | $85,518 | $164,478 |
| Restricted cash at end of year | 73,125 | 43,256 | 55,358 |
| Cash and cash equivalents and restricted cash at end of year | $174,248 | $128,774 | $219,836 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ORGANIZATION
Urban Edge Properties (“UE”, “Urban Edge” or the “Company”) (NYSE: UE) is a Maryland real estate investment trust focused on owning, managing, acquiring, developing, and redeveloping retail real estate in urban communities, primarily in the Washington, D.C. to Boston corridor. Urban Edge Properties LP (“UELP” or the “Operating Partnership”) is a Delaware limited partnership formed to serve as UE’s majority-owned partnership subsidiary and to own, through affiliates, all of the Company’s real estate properties and other assets. Unless the context otherwise requires, references to “we”, “us” and “our” refer to Urban Edge Properties and UELP and their consolidated entities/subsidiaries.
The Operating Partnership’s capital includes general and common limited partnership interests in the operating partnership (“OP Units”). As of December 31, 2023, Urban Edge owned approximately 95.4% of the outstanding common OP Units with the remaining limited OP Units held by members of management, Urban Edge’s Board of Trustees and contributors of property interests acquired. Urban Edge serves as the sole general partner of the Operating Partnership. The third-party unitholders have limited rights over the Operating Partnership such that they do not have characteristics of a controlling financial interest. As such, the Operating Partnership is considered a variable interest entity (“VIE”), and the Company is the primary beneficiary which consolidates it. The Company’s only investment is the Operating Partnership. The VIE’s assets can be used for purposes other than the settlement of the VIE’s obligations and the Company’s partnership interest is considered a majority voting interest.
As of December 31, 2023, our portfolio consisted of 71 shopping centers, two outlet centers, two malls andone industrial building totaling approximately 17.1 million sf, which is inclusive of a 95% controlling interest in Walnut Creek, CA (Mt. Diablo), and an 82.5% controlling interest in Sunrise Mall, in Massapequa, NY.
- BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for annual financial information and with the instructions of Form 10-K. The consolidated financial statements as of and for the years ended December 31, 2023, 2022 and 2021 reflect the consolidation of the Company, the Operating Partnership, wholly-owned subsidiaries and those entities in which we have a controlling financial interest. All intercompany transactions have been eliminated in consolidation.
In accordance with ASC 205 Presentation of Financial Statements, certain prior year balances have been reclassified in order to conform to the current period presentation.
Our primary business is the ownership, management, acquisition, development, and redevelopment of retail shopping centers and malls. We do not distinguish our primary business or group our operations on a geographical basis for purposes of measuring performance. The Company’s Chief Operating Decision Maker (“CODM”) reviews operating and financial information at the individual operating segment. We aggregate all of our properties intoone reportable segment due to their similarities with regard to the nature and economics of the properties, tenants and operations, as well as long-term average financial performance.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.