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Urban Edge Properties

For the period ended Dec 31, 2023. Filed Feb 14, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 14, 2024

UE$20.90+1.2%Stored close · as of Nov 10, 2026

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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 202247
Urban Edge Properties Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2023, 2022 and 202148
Urban Edge Properties Consolidated Statements of Changes in Equity for the years ended December 31, 2023, 2022 and 202149
Urban Edge Properties Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 202150
Urban Edge Properties LP Consolidated Balance Sheets as of December 31, 2023 and 202252
Urban Edge Properties LP Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2023, 2022 and 202153
Urban Edge Properties LP Consolidated Statements of Changes in Equity for the years ended December 31, 2023, 2022 and 202154
Urban Edge Properties LP Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 202155
Notes to Consolidated Financial Statements57
CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
Schedule III – Real Estate and Accumulated Depreciation96

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,
20232022
ASSETS
Real estate, at cost:
Land$635,905$535,770
Buildings and improvements2,678,0762,468,385
Construction in progress262,275314,190
Furniture, fixtures and equipment9,9238,539
Total3,586,1793,326,884
Accumulated depreciation and amortization(819,243)(791,485)
Real estate, net2,766,9362,535,399
Operating lease right-of-use assets56,98864,161
Cash and cash equivalents101,12385,518
Restricted cash73,12543,256
Tenant and other receivables14,71217,523
Receivables arising from the straight-lining of rents60,77564,713
Identified intangible assets, net of accumulated amortization of $51,399 and $40,983, respectively113,89762,856
Deferred leasing costs, net of accumulated amortization of $21,428 and $20,107, respectively27,69826,799
Prepaid expenses and other assets64,55577,207
Total assets$3,279,809$2,977,432
LIABILITIES AND EQUITY
Liabilities:
Mortgages payable, net$1,578,110$1,691,690
Unsecured credit facility borrowings153,000—
Operating lease liabilities53,86359,789
Accounts payable, accrued expenses and other liabilities102,997102,519
Identified intangible liabilities, net of accumulated amortization of $46,610 and $40,816, respectively170,41193,328
Total liabilities2,058,3811,947,326
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, respectively1,1751,173
Additional paid-in capital1,011,9421,011,293
Accumulated other comprehensive income460629
Accumulated earnings (deficit)137,113(36,104)
Noncontrolling interests:
Operating partnership55,35539,209
Consolidated subsidiaries15,38313,906
Total equity1,221,4281,030,106
Total liabilities and equity$3,279,809$2,977,432

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

Year Ended December 31,
202320222021
REVENUE
Rental revenue$406,112$396,376$422,467
Other income10,8101,5622,615
Total revenue416,922397,938425,082
EXPENSES
Depreciation and amortization108,97998,43292,331
Real estate taxes64,88961,86463,844
Property operating68,56374,33468,531
General and administrative37,07043,08739,152
Real estate impairment loss34,055—468
Lease expense12,63412,46012,872
Total expenses326,190290,177277,198
Gain on sale of real estate217,70835318,648
Interest income3,0371,107360
Interest and debt expense(74,945)(58,979)(57,938)
Gain on extinguishment of debt41,144——
Income before income taxes277,67650,242108,954
Income tax expense(17,800)(2,903)(1,139)
Net income259,87647,339107,815
Less net (income) loss attributable to NCI in:
Operating partnership(11,899)(1,895)(4,296)
Consolidated subsidiaries520726(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 - Basic117,506117,366117,029
Weighted average shares outstanding - Diluted117,597121,640121,447
Net Income$259,876$47,339$107,815
Effective portion of change in fair value of derivatives(179)656—
Comprehensive income259,69747,995107,815
Less comprehensive loss (income) attributable to NCI in:
Operating partnership10(27)—
Less net (income) loss attributable to NCI in:
Operating partnership(11,899)(1,895)(4,296)
Consolidated subsidiaries520726(833)
Comprehensive income attributable to common shareholders$248,328$46,799$102,686

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Common Shares · Noncontrolling Interests (“NCI”)
SharesAmountAdditional Paid-In CapitalAccumulated Other Comprehensive Income (Loss)Accumulated(Deficit) EarningsOperating PartnershipConsolidated SubsidiariesTotal Equity
Balance, January 1, 2021117,014,317$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—————4,2968335,129
Limited partnership interests:
Units redeemed for common shares100,000—840——(6,302)—(5,462)
Reallocation of noncontrolling interests——8,206——(2,744)—5,462
Common shares issued46,7311509—(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——————6,2416,241
Share-based compensation expense——2,045——8,774—10,819
Share-based awards retained for taxes(13,062)—(210)————(210)
Balance, December 31, 2021117,147,986$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 shares250,00032,121——2,124—4,248
Reallocation of noncontrolling interests——6,126——(10,374)—(4,248)
Common shares issued60,193—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——————1,6861,686
Share-based compensation expense——1,456——9,030—10,486
Share-based awards retained for taxes(7,228)—(129)————(129)
Balance, December 31, 2022117,450,951$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 shares70,0001572——572—1,145
Reallocation of noncontrolling interests——(1,137)——(8)—(1,145)
Common shares issued139,3421459—(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——————1,9971,997
Share-based compensation expense——874——6,937—7,811
Share-based awards retained for taxes(7,637)—(119)————(119)
Balance, December 31, 2023117,652,656$1,175$1,011,942$460$137,113$55,355$15,383$1,221,428

(In thousands)

Year Ended December 31,
202320222021
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 amortization112,768100,78794,135
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 expense6,5907,0516,802
Straight-lining of rent(3,687)(2,020)(878)
Share-based compensation expense7,81110,48610,819
Real estate impairment loss34,055—468
Gain on extinguishment of debt(41,144)——
Change in operating assets and liabilities:
Tenant and other receivables2,811(1,712)(139)
Deferred leasing costs(8,059)(8,660)(5,818)
Prepaid and other assets12,3878545,661
Lease liabilities(6,330)(6,641)(6,227)
Accounts payable, accrued expenses and other liabilities15,247(853)(3,544)
Net cash provided by operating activities163,015139,618135,273
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 properties312,90835334,482
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 borrowings469,704103,413117,200
Debt repayments(693,891)(98,334)(18,192)
Borrowings under unsecured credit facility309,000——
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 shares372382366
Contributions from noncontrolling interests1,9971,6866,241
Net cash provided by (used in) financing activities161(78,767)(23,530)
Net increase (decrease) in cash and cash equivalents and restricted cash45,474(91,062)(199,417)
Cash and cash equivalents and restricted cash at beginning of year128,774219,836419,253
Cash and cash equivalents and restricted cash at end of year$174,248$128,774$219,836
Year Ended December 31,
202320222021
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 taxes529134,663
NON-CASH INVESTING AND FINANCING ACTIVITIES
Accrued capital expenditures included in accounts payable and accrued expenses21,62834,67318,702
Write-off of fully depreciated and impaired assets41,9548,73310,706
Forgiveness of mortgage debt44,105——
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 year43,25655,35834,681
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 year73,12543,25655,358
Cash and cash equivalents and restricted cash at end of year$174,248$128,774$219,836
December 31,December 31,
20232022
ASSETS
Real estate, at cost:
Land$635,905$535,770
Buildings and improvements2,678,0762,468,385
Construction in progress262,275314,190
Furniture, fixtures and equipment9,9238,539
Total3,586,1793,326,884
Accumulated depreciation and amortization(819,243)(791,485)
Real estate, net2,766,9362,535,399
Operating lease right-of-use assets56,98864,161
Cash and cash equivalents101,12385,518
Restricted cash73,12543,256
Tenant and other receivables14,71217,523
Receivables arising from the straight-lining of rents60,77564,713
Identified intangible assets, net of accumulated amortization of $51,399 and $40,983, respectively113,89762,856
Deferred leasing costs, net of accumulated amortization of $21,428 and $20,107, respectively27,69826,799
Prepaid expenses and other assets64,55577,207
Total assets$3,279,809$2,977,432
LIABILITIES AND EQUITY
Liabilities:
Mortgages payable, net$1,578,110$1,691,690
Unsecured credit facility borrowings153,000—
Operating lease liabilities53,86359,789
Accounts payable, accrued expenses and other liabilities102,997102,519
Identified intangible liabilities, net of accumulated amortization of $46,610 and $40,816, respectively170,41193,328
Total liabilities2,058,3811,947,326
Commitments and contingencies (Note 10)
Equity:
Partners’ capital:
General partner: 117,652,656 and 117,450,951 units outstanding, respectively1,013,1171,012,466
Limited partners: 5,659,781 and 4,713,558 units outstanding, respectively49,31141,810
Accumulated other comprehensive income460629
Accumulated earnings (deficit)143,157(38,705)
Total partners’ capital1,206,0451,016,200
Noncontrolling interest in consolidated subsidiaries15,38313,906
Total equity1,221,4281,030,106
Total liabilities and equity$3,279,809$2,977,432

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

Year Ended December 31,
202320222021
REVENUE
Rental revenue$406,112$396,376$422,467
Other income10,8101,5622,615
Total revenue416,922397,938425,082
EXPENSES
Depreciation and amortization108,97998,43292,331
Real estate taxes64,88961,86463,844
Property operating68,56374,33468,531
General and administrative37,07043,08739,152
Real estate impairment loss34,055—468
Lease expense12,63412,46012,872
Total expenses326,190290,177277,198
Gain on sale of real estate217,70835318,648
Interest income3,0371,107360
Interest and debt expense(74,945)(58,979)(57,938)
Gain on extinguishment of debt41,144——
Income before income taxes277,67650,242108,954
Income tax expense(17,800)(2,903)(1,139)
Net income259,87647,339107,815
Less: net loss (income) attributable to NCI in consolidated subsidiaries520726(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 - Basic121,901121,374120,966
Weighted average units outstanding - Diluted121,992121,640122,107
Net Income$259,876$47,339$107,815
Effective portion of change in fair value of derivatives(179)656—
Comprehensive income259,69747,995107,815
Less net loss (income) attributable to NCI in consolidated subsidiaries520726(833)
Comprehensive income attributable to unitholders$260,217$48,721$106,982

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Total SharesGeneral PartnerTotal UnitsLimited Partners(1)Accumulated Other Comprehensive Income (Loss)Accumulated(Deficit) EarningsNCI in Consolidated SubsidiariesTotal Equity
Balance, January 1, 2021117,014,317$991,0324,729,010$41,302$—$(42,313)$5,872$995,893
Net income attributable to unitholders—————106,982—106,982
Net income attributable to noncontrolling interests——————833833
Common units issued as a result of common shares issued by Urban Edge46,73151033,644——(144)—366
Equity redemption of OP Units100,000840(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——————6,2416,241
Share-based compensation expense—2,045—8,774———10,819
Share-based awards retained for taxes(13,062)(210)—————(210)
Balance, December 31, 2021117,147,986$1,002,4234,662,654$41,030$—$(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————62927—656
Common units issued as a result of common shares issued by Urban Edge60,193466300,904——(84)—382
Equity redemption of OP Units250,0002,124(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——————1,6861,686
Share-based compensation expense—1,456—9,030———10,486
Share-based awards retained for taxes(7,228)(129)—————(129)
Balance, December 31, 2022117,450,951$1,012,4664,713,558$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 Edge139,3424601,016,223——(88)—372
Equity redemption of OP units70,000573(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——————1,9971,997
Share-based compensation expense—874—6,937———7,811
Share-based awards retained for taxes(7,637)(119)—————(119)
Balance, December 31, 2023117,652,656$1,013,1175,659,781$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,
202320222021
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 amortization112,768100,78794,135
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 expense6,5907,0516,802
Straight-lining of rent(3,687)(2,020)(878)
Share-based compensation expense7,81110,48610,819
Real estate impairment loss34,055—468
Gain on extinguishment of debt(41,144)——
Change in operating assets and liabilities:
Tenant and other receivables2,811(1,712)(139)
Deferred leasing costs(8,059)(8,660)(5,818)
Prepaid and other assets12,3878545,661
Lease liabilities(6,330)(6,641)(6,227)
Accounts payable, accrued expenses and other liabilities15,247(853)(3,544)
Net cash provided by operating activities163,015139,618135,273
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 properties312,90835334,482
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 borrowings469,704103,413117,200
Debt repayments(693,891)(98,334)(18,192)
Borrowings under unsecured credit facility309,000——
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 shares372382366
Contributions from noncontrolling interests1,9971,6866,241
Net cash provided by (used in) financing activities161(78,767)(23,530)
Net increase (decrease) in cash and cash equivalents and restricted cash45,474(91,062)(199,417)
Cash and cash equivalents and restricted cash at beginning of year128,774219,836419,253
Cash and cash equivalents and restricted cash at end of year$174,248$128,774$219,836
Year Ended December 31,
202320222021
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 taxes529134,663
NON-CASH INVESTING AND FINANCING ACTIVITIES
Accrued capital expenditures included in accounts payable and accrued expenses21,62834,67318,702
Write-off of fully depreciated and impaired assets41,9548,73310,706
Forgiveness of mortgage debt44,105——
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 year43,25655,35834,681
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 year73,12543,25655,358
Cash and cash equivalents and restricted cash at end of year$174,248$128,774$219,836

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  1. 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.

  1. 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.

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