Financial Data and Key Metrics Changes - The company reported FFO as adjusted at $0.31 per share for Q4 and $1.25 per share for the full year, achieving the high end of guidance [64] - Same-property NOI growth, including redevelopment, was down 1.3% for Q4 compared to the previous year but up 2.5% for the full year [64] - Excluding out-of-period collections, same-property NOI growth was up 0.6% in Q4 and up 4.3% for the year, aligning with prior guidance [65][66] Business Line Data and Key Metrics Changes - The company executed 51 leasing deals in Q4, totaling 650,000 square feet, with same-space deals generating an average cash rent spread of 18% [44] - For the full year, approximately 2 million square feet of leasing transactions were completed, with a new lease spread of almost 25% [46] - The company aims to increase shop occupancy back to above 91%, with a potential 300-basis-point increase [29] Market Data and Key Metrics Changes - The company operates in a densely populated, supply-constrained market from D.C. to Boston, which limits new supply and enhances land values [33] - Retail rent growth in 2023 was over 4%, with the lowest retail vacancy since 2007 and record low retail construction [52] Company Strategy and Development Direction - The company plans to achieve same-property NOI growth of at least 4% in 2024 and aims to increase lease occupancy to historical highs of 97% to 98% [34] - The company is focused on capital recycling, leasing, and development to drive strong results [38] - The acquisition of Heritage Square for $34 million is part of the strategy to enhance the portfolio with high-quality assets [41] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about future growth, citing a strong pipeline and competitive advantages as a well-capitalized cash buyer [14][51] - The company anticipates a gradual build in NOI and FFO due to the timing of lease commencements and seasonal operational expenses [86][87] - Management expects to maintain a strong balance sheet with minimal debt maturities through 2026 [68] Other Important Information - The company increased its annual dividend by 6%, reflecting confidence in earnings and cash flow growth [35] - The company has a well-laddered debt maturity profile, with only 13% of debt maturing through 2026 [61] Q&A Session Summary Question: What will drive the incremental upside in shop occupancy? - Management indicated that anchor repositioning and converting temporary tenants to permanent ones will contribute to shop occupancy gains [77][78] Question: What is the conversation with anchor tenants regarding rent? - Management noted that a 98% leased anchor portfolio allows for more aggressive negotiations on rent and other terms [82][100] Question: What factors will influence same-store NOI growth? - Management highlighted the pace of incoming leases and the impact of seasonal operational expenses as key factors [101][106] Question: Are there plans for larger acquisitions? - Management stated that while modest acquisitions are preferred, they would consider larger opportunities if they align with their growth strategy [111][132] Question: What is the outlook for the acquisition market? - Management noted that finding suitable assets is challenging, with only a small percentage meeting their criteria, but they remain active in pursuing opportunities [129]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________to__________ Commission File Number: 001-36523 (Urban Edge Properties) Commission File Number: 333-212951-01 (Urban Edge Properties LP) URBAN EDGE PROPERTIES URBAN ...

Urban Edge Properties (NYSE:UE) Q3 2023 Earnings Conference Call October 31, 2023 8:30 AM ET Company Participants Etan Bluman - Investor Relations Jeff Olson - Chairman and Chief Executive Officer Jeff Mooallem - Chief Operating Officer Mark Langer - Chief Financial Officer Conference Call Participants Floris Van Dijkum - Compass Point Samir Khanal - Evercore ISI Ron Kamdem - Morgan Stanley Operator Greetings, and welcome to the Urban Edge Properties Third Quarter 2023 Earnings Conference Call. [Operator In ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ☒ EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________to__________ Commission File Number: 001-36523 (Urban Edge Properties) Commission File Number: 333-212951-01 (Urban Edge Properties LP) URBAN EDGE PROPERTIE ...

Urban Edge Properties (NYSE:UE) Q2 2023 Earnings Conference Call August 2, 2023 8:30 AM ET Company Participants Etan Bluman - SVP, Finance and IR Jeff Olson - Chairman and CEO Jeff Mooallem - COO Mark Langer - CFO Conference Call Participants Samir Khanal - Evercore ISI Floris van Dijkum - Compass Point Ronald Kamdem - Morgan Stanley Paulina Rojas - Green Street Operator Greetings and welcome to the Urban Edge Properties' Second Quarter of 2023 Earnings Conference Call. At this time, all participants are in ...

[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents unaudited consolidated financial statements for Urban Edge Properties and its LP, including balance sheets, income statements, equity changes, cash flows, and detailed notes on accounting policies, acquisitions, debt, and leases [Consolidated Financial Statements of Urban Edge Properties](index=4&type=section&id=Consolidated%20Financial%20Statements%20of%20Urban%20Edge%20Properties) Urban Edge Properties reported total assets of $2.90 billion as of June 30, 2023, with a net income of $10.6 million for Q2 2023 and a net loss of $9.6 million for H1 2023, primarily due to impairment Urban Edge Properties - Key Financial Highlights (Q2 & H1 2023 vs 2022) | Metric (in thousands) | Q2 2023 | Q2 2022 | H1 2023 | H1 2022 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenue** | $99,065 | $97,854 | $198,506 | $198,055 | | **Net Income (Loss)** | $10,563 | $12,009 | $(9,583) | $21,543 | | **Net Income (Loss) Attributable to Common Shareholders** | $10,262 | $11,626 | $(8,856) | $21,112 | | **EPS - Diluted** | $0.09 | $0.10 | $(0.08) | $0.18 | Urban Edge Properties - Consolidated Balance Sheet Summary | Metric (in thousands) | June 30, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | $2,903,129 | $2,977,432 | | Real estate, net | $2,504,837 | $2,535,399 | | Cash and cash equivalents | $48,930 | $85,518 | | **Total Liabilities** | $1,916,631 | $1,947,326 | | Mortgages payable, net | $1,683,328 | $1,691,690 | | **Total Equity** | $986,498 | $1,030,106 | Urban Edge Properties - Consolidated Cash Flow Summary (Six Months Ended June 30) | Metric (in thousands) | 2023 | 2022 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $68,449 | $60,976 | | **Net cash used in investing activities** | $(56,454) | $(83,967) | | **Net cash used in financing activities** | $(47,343) | $(25,524) | | **Net decrease in cash** | $(35,348) | $(48,515) | [Consolidated Financial Statements of Urban Edge Properties LP](index=10&type=section&id=Consolidated%20Financial%20Statements%20of%20Urban%20Edge%20Properties%20LP) Urban Edge Properties LP's financials mirror the parent company, reporting $2.90 billion in total assets, a $10.6 million net income for Q2 2023, and a $9.6 million net loss for H1 2023, with distinct equity components Urban Edge Properties LP - Key Financial Highlights (Q2 & H1 2023 vs 2022) | Metric (in thousands) | Q2 2023 | Q2 2022 | H1 2023 | H1 2022 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenue** | $99,065 | $97,854 | $198,506 | $198,055 | | **Net Income (Loss)** | $10,563 | $12,009 | $(9,583) | $21,543 | | **Net Income (Loss) Attributable to Unitholders** | $10,706 | $12,132 | $(9,200) | $22,005 | Urban Edge Properties LP - Consolidated Balance Sheet Summary | Metric (in thousands) | June 30, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | $2,903,129 | $2,977,432 | | **Total Liabilities** | $1,916,631 | $1,947,326 | | **Total Equity** | $986,498 | $1,030,106 | | - General partner capital | $1,014,000 | $1,012,466 | | - Limited partners capital | $44,605 | $41,810 | [Notes to Consolidated Financial Statements](index=16&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail accounting policies, portfolio size of 17.2 million sq ft, H1 2023 acquisitions, debt refinancing, a $34.1 million impairment charge, and tenant bankruptcies like Bed Bath & Beyond - As of June 30, 2023, the company's portfolio consisted of 70 shopping centers, two outlet centers, two malls, and two industrial parks, totaling approximately **17.2 million square feet**[46](index=46&type=chunk) - In H1 2023, the company acquired the underlying land for its Sunrise Mall property for **$2.1 million**, terminating a ground lease[58](index=58&type=chunk) - A non-cash impairment charge of **$34.1 million** was recognized on the Kingswood Center property in Q1 2023 due to tenants vacating and uncertainty in the office market[94](index=94&type=chunk) - The company has 22 active development, redevelopment, or anchor repositioning projects with total estimated costs of **$196.5 million**, of which **$128.2 million** remains to be funded[97](index=97&type=chunk) - Bed Bath & Beyond, which filed for Chapter 11 bankruptcy, has six leases with the company. Three leases were rejected, and the status of the remaining three, generating **$3.1 million** in annual rent, is uncertain[105](index=105&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q2 2023 net income decrease to $10.6 million, H1 2023 net loss of $9.6 million due to impairment, positive same-property NOI growth, and a strong liquidity position with $93.4 million cash and $775.7 million credit facility availability Key Financial Metrics Overview (in thousands) | Metric | Q2 2023 | Q2 2022 | H1 2023 | H1 2022 | | :--- | :--- | :--- | :--- | :--- | | **Net Income (Loss)** | $10,563 | $12,009 | $(9,583) | $21,543 | | **FFO** | $35,918 | $36,236 | $74,520 | $70,407 | | **NOI** | $61,537 | $59,648 | $122,683 | $116,710 | | **Same-property NOI** | $56,126 | $54,878 | $110,893 | $106,829 | - Same-property NOI increased by **2.3%** for the three months and **3.8%** for the six months ended June 30, 2023, compared to the same periods in 2022[152](index=152&type=chunk) - As of June 30, 2023, the company had **$93.4 million** in cash and cash equivalents and approximately **$775.7 million** available under its undrawn **$800 million** Revolving Credit Agreement[164](index=164&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=44&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's primary market risk is interest rate risk, with 92% fixed-rate debt; a 1% rate increase would impact variable debt by $1.3 million, mitigated by derivatives and the LIBOR to SOFR transition Interest Rate Sensitivity Analysis (as of June 30, 2023) | Debt Type | Balance (in thousands) | Weighted Avg. Interest Rate | Effect of 1% Change in Base Rates (in thousands) | | :--- | :--- | :--- | :--- | | Variable rate mortgages | $129,418 | 6.32% | $1,294 | | Fixed rate mortgages | $1,565,819 | 4.67% | N/A | - All LIBOR-indexed debt was transitioned to the Secured Overnight Financing Rate (SOFR) effective July 2023, and the company does not expect this to have a **material impact**[185](index=185&type=chunk) - The company utilizes interest rate derivative agreements, including two designated as cash flow hedges, to mitigate the impact of interest rate fluctuations[184](index=184&type=chunk) [Item 4. Controls and Procedures](index=45&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including CEO and CFO, concluded that disclosure controls and procedures for both Urban Edge Properties and its LP were effective as of June 30, 2023, with no material changes to internal controls during the quarter - The CEO and CFO concluded that the disclosure controls and procedures for both Urban Edge Properties and Urban Edge Properties LP were **effective** as of June 30, 2023[190](index=190&type=chunk)[193](index=193&type=chunk) - There were **no changes** in internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, the company's internal controls[191](index=191&type=chunk)[194](index=194&type=chunk) [PART II - OTHER INFORMATION](index=45&type=section&id=PART%20II) [Item 1. Legal Proceedings](index=45&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in ordinary course legal actions, with management not expecting a material adverse effect on financial position, results, or cash flows - The company is party to various legal actions arising from the ordinary course of business, but does not expect them to have a **material adverse effect** on its financial condition[195](index=195&type=chunk) [Item 1A. Risk Factors](index=45&type=section&id=Item%201A.%20Risk%20Factors) No material changes were reported to the risk factors previously disclosed in the company's 2022 Annual Report on Form 10-K - **No material changes** were reported to the risk factors disclosed in the company's 2022 Annual Report on Form 10-K[196](index=196&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=46&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) In Q2 2023, Urban Edge Properties issued 50,000 unregistered common shares in exchange for 50,000 OP Units, exempt under Section 4(a)(2) of the Securities Act - In Q2 2023, the company issued **50,000 unregistered common shares** in exchange for **50,000 OP Units**[197](index=197&type=chunk) [Item 5. Other Information](index=46&type=section&id=Item%205.%20Other%20Information) No trustees or officers adopted, terminated, or modified any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during Q2 2023 - **No trustees or officers** adopted, terminated, or modified a Rule 10b5-1 trading arrangement during Q2 2023[200](index=200&type=chunk) [Item 6. Exhibits](index=48&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including CEO and CFO certifications and Inline XBRL data files

Financial Data and Key Metrics Changes - FFO as adjusted was $0.32 per share for Q1 2023, up 13% compared to the previous year [4] - Same property NOI increased by 6.3% year-over-year, attributed to new rent commitments and lower operating expenses [4][20] - Total liquidity at the end of the quarter was approximately $911 million, including $800 million undrawn line of credit and $111 million in cash [21] Business Line Data and Key Metrics Changes - The signed but not open pipeline grew to $31 million, representing 13% of NOI, up from $29 million in Q4 2022 [6] - 42 leases were executed for a total of 430,000 square feet, with same space leases generating an average cash rent spread of 7.5% [12] - New leases included 14 new leases for 111,000 square feet with an average cash rent spread of 18% [13] Market Data and Key Metrics Changes - Same property lease occupancy increased by 240 basis points year-over-year, reaching 94.6% [13] - Total portfolio shop occupancy increased to 85%, up 50 basis points compared to Q4 2022 [13] Company Strategy and Development Direction - The company aims to grow NOI by more than 20% over the next three years, with 80% of this growth coming from signed but not open leases and contractual rent bumps [6][9] - A focus on redevelopment projects with $218 million in active projects expected to generate a 12% unleveraged return [7][9] - The company is evaluating options for a site plan approval for 456 multi-family units, considering both sale and joint venture opportunities [6][36] Management's Comments on Operating Environment and Future Outlook - The supply and demand balance in the retail industry is the best seen in the last 15 years, with strong demand from retailers despite economic uncertainties [11] - Management expressed confidence in the ability to backfill spaces vacated by Bed Bath & Beyond with new tenants at significantly higher rents [7][18] - The company anticipates reaching overall occupancy of 97% to 98% through its leasing pipeline [14] Other Important Information - A non-cash impairment charge of approximately $34 million was recognized for Kingswood Center, which is expected to impact future earnings positively [22][23] - The company has minimal debt maturities through 2025, with only 15% of debt maturing in that timeframe [8][21] Q&A Session Summary Question: What drives the low end of the same store guidance? - Management indicated that prior peer collections and at-risk tenants contribute to the low end of the range [26][27] Question: What is the NOI drag from Kingswood? - The projected NOI is $1.4 million, compared to $3.4 million in interest expense, resulting in a $2 million cash drag [28] Question: Will expense recovery ratios continue to improve? - Management expects recovery ratios to increase, potentially reaching the high 80s by 2024 and 2025 [29] Question: What is the status of the Kingswood impairment? - Management remains optimistic about negotiations with lenders regarding the Kingswood asset [30] Question: Are leasing costs lower due to supply and demand? - Management confirmed that they are seeing benefits in lower tenant improvement costs and higher fixed rent bumps due to favorable market conditions [31][32] Question: What are the plans for the approved apartment project? - The company is evaluating whether to sell or enter a joint venture based on pricing and terms from bidders [36]

[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company reported a Q1 2023 net loss of $20.1 million, driven by a significant real estate impairment Urban Edge Properties - Consolidated Statement of Income (Q1 2023 vs Q1 2022) | Metric | Q1 2023 (in thousands) | Q1 2022 (in thousands) | | :--- | :--- | :--- | | **Total Revenue** | $99,441 | $100,201 | | **Total Expenses** | $104,455 | $75,963 | | Real estate impairment loss | $34,055 | $0 | | **Net Income (Loss)** | **($20,146)** | **$9,534** | | Net Income (Loss) Attributable to Common Shareholders | ($19,118) | $9,486 | | **Earnings (Loss) Per Share - Diluted** | **($0.16)** | **$0.08** | Urban Edge Properties - Consolidated Balance Sheet Summary | Metric | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | | :--- | :--- | :--- | | Real estate, net | $2,500,986 | $2,535,399 | | Cash and cash equivalents | $62,142 | $85,518 | | **Total Assets** | **$2,923,644** | **$2,977,432** | | Mortgages payable, net | $1,686,897 | $1,691,690 | | **Total Liabilities** | **$1,931,155** | **$1,947,326** | | **Total Equity** | **$992,489** | **$1,030,106** | Urban Edge Properties - Consolidated Cash Flow Summary (Q1 2023 vs Q1 2022) | Cash Flow Activity | Q1 2023 (in thousands) | Q1 2022 (in thousands) | | :--- | :--- | :--- | | Net cash provided by operating activities | $29,422 | $24,521 | | Net cash used in investing activities | ($22,797) | ($23,018) | | Net cash used in financing activities | ($24,213) | ($23,312) | | **Net decrease in cash** | **($17,588)** | **($21,809)** | [Notes to Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Key disclosures include a $34.1 million impairment charge, mortgage details, and redevelopment commitments - As of March 31, 2023, the company's portfolio consisted of 70 shopping centers, two outlet centers, two malls, and two industrial parks totaling approximately **17.2 million square feet**[42](index=42&type=chunk) - A real estate impairment charge of **$34.1 million** was recognized on the Kingswood Center property in Brooklyn, NY, due to tenants vacating and uncertainty in the office market[85](index=85&type=chunk)[86](index=86&type=chunk) - On April 6, 2023, subsequent to the quarter's end, the company refinanced the $300 million loan for Bergen Town Center with a new **7-year, $290 million loan** at a fixed rate of 6.3%[59](index=59&type=chunk)[66](index=66&type=chunk) - The company has 24 active development, redevelopment, or anchor repositioning projects with total estimated costs of **$217.7 million**, of which **$150 million remains to be funded** as of March 31, 2023[89](index=89&type=chunk) - Bed Bath & Beyond, which filed for Chapter 11 bankruptcy on April 23, 2023, has six leases with the company, with three active leases generating **$3.1 million in annual rental revenue**[98](index=98&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company's net loss was driven by an impairment charge, while non-GAAP metrics like FFO showed growth [Results of Operations](index=29&type=section&id=Results%20of%20Operations) A $34.1 million impairment loss drove the net loss despite lower operating and administrative expenses Comparison of Operating Results (Q1 2023 vs Q1 2022) | Line Item (in thousands) | Q1 2023 | Q1 2022 | $ Change | | :--- | :--- | :--- | :--- | | Total revenue | $99,441 | $100,201 | ($760) | | Property operating expenses | $17,426 | $21,205 | ($3,779) | | General and administrative expenses | $9,058 | $11,121 | ($2,063) | | Real estate impairment loss | $34,055 | $0 | $34,055 | | Interest and debt expense | $15,293 | $14,004 | $1,289 | - The decrease in property operating expenses was primarily driven by **$4.1 million in lower common area maintenance costs**, including reduced snow removal, cleaning, and security expenses compared to Q1 2022[135](index=135&type=chunk) [Non-GAAP Financial Measures](index=31&type=section&id=Non-GAAP%20Financial%20Measures) Same-Property Net Operating Income increased by 5.1% and Funds From Operations (FFO) grew to $38.6 million - **Same-property NOI increased by $2.8 million, or 5.1%**, for the three months ended March 31, 2023, compared to the same period in 2022[140](index=140&type=chunk) FFO Reconciliation (Q1 2023 vs Q1 2022) | Metric (in thousands) | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | Net income (loss) attributable to common shareholders | ($19,118) | $9,486 | | Adjustments: | | | | Rental property depreciation and amortization | $24,809 | $24,298 | | Real estate impairment loss | $34,055 | $0 | | **FFO applicable to diluted common shareholders** | **$38,602** | **$34,171** | [Liquidity and Capital Resources](index=34&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with $111.2 million in cash and an $800 million credit facility - As of March 31, 2023, the company had cash and cash equivalents of **$111.2 million** and an **$800 million Revolving Credit Agreement** with no amounts drawn[148](index=148&type=chunk)[150](index=150&type=chunk)[159](index=159&type=chunk) - The company has 24 active development, redevelopment, or anchor repositioning projects with **$150.0 million in remaining funding commitments** as of March 31, 2023[156](index=156&type=chunk) - The company has an At-The-Market (ATM) Program to sell up to **$250 million in common shares**, but no shares were issued under this program as of March 31, 2023[160](index=160&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=37&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's primary market risk is interest rate exposure, which is managed through derivative instruments - The company's main market risk is interest rate risk; a hypothetical **1% increase in base rates** on its $158.8 million of variable-rate debt would increase annual interest expense by approximately **$1.6 million**[168](index=168&type=chunk)[169](index=169&type=chunk) - The company utilizes **two interest rate derivative agreements**, designated as cash flow hedges, to mitigate the impact of interest rate fluctuations[169](index=169&type=chunk) - The company is preparing for the discontinuation of LIBOR after June 30, 2023, and expects its LIBOR-based borrowings to convert to a replacement rate like SOFR, **without anticipating a material impact**[170](index=170&type=chunk) [Controls and Procedures](index=38&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2023 - Management, including the CEO and CFO, concluded that the disclosure controls and procedures for both Urban Edge Properties and Urban Edge Properties LP are **effective** as of the end of the period covered by the report[175](index=175&type=chunk)[178](index=178&type=chunk) - **No material changes** in internal control over financial reporting occurred during the three months ended March 31, 2023[176](index=176&type=chunk)[179](index=179&type=chunk) [PART II - OTHER INFORMATION](index=38&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) Ongoing legal actions are not expected to have a material adverse effect on the company's financials - The company states that ongoing legal actions from the ordinary course of business are **not expected to have a material adverse effect** on its financial results[180](index=180&type=chunk) [Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) No material changes were reported to the risk factors disclosed in the 2022 Annual Report - The company reports **no material changes** to the risk factors previously disclosed in its 2022 Annual Report on Form 10-K[181](index=181&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=39&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company has $145.9 million remaining in its share repurchase program, with no shares repurchased - In February 2023, **7,637 common shares** were surrendered by employees to satisfy tax withholding obligations in connection with the vesting of restricted shares[182](index=182&type=chunk) - Approximately **$145.9 million remains available** for share repurchases under the company's $200 million program; no shares were repurchased during the quarter[182](index=182&type=chunk) [Other Part II Information](index=39&type=section&id=Other%20Part%20II%20Information) This section confirms no defaults on senior securities and lists exhibits filed with the report - The company reported **no defaults upon senior securities** during the period[184](index=184&type=chunk)

Urban Edge Properties [UE] Q4 2022 Earnings Conference Call February 14, 2023 8:30 AM ET Company Participants Jeff Olson - Chairman & CEO Jeff Mooallem - COO Mark Langer - CFO Danielle De Vita - EVP, Development Rob Milton - General Counsel Scott Auster - SVP & Head of Leasing Andrea Drazin - CAO Etan Bluman - SVP, Finance & Investor Relations Conference Call Participants Floris Van Dijkum - Compass Point Samir Khanal - Evercore ISI Ronald Kamdem - Morgan Stanley Paulina Rojas - Green Street Operator Greeti ...

Part I [Business](index=5&type=section&id=Item%201.%20Business) Urban Edge Properties (UE) is a REIT owning and managing 76 retail properties, focusing on value maximization and ESG initiatives - The company's portfolio consists of 69 shopping centers, five malls, and two industrial parks, totaling approximately **17.2 million square feet** with a consolidated occupancy rate of **90.3%** as of year-end 2022[39](index=39&type=chunk) - Urban Edge's core strategies include maximizing existing property value, developing and redeveloping assets, investing in target markets, and maintaining capital discipline[41](index=41&type=chunk) - As of December 31, 2022, the company has **$216 million** in active development projects, with **$159.7 million** remaining to be funded, expected to generate an approximate **12% unleveraged yield**[42](index=42&type=chunk) - The company emphasizes ESG initiatives, guided by an ESG Steering Committee and aligned with GRI, SASB, and TCFD frameworks[46](index=46&type=chunk)[47](index=47&type=chunk)[48](index=48&type=chunk) - The Home Depot, Inc. is the company's largest tenant, accounting for approximately **5.4% of total revenue** for the year ended December 31, 2022[60](index=60&type=chunk) [Risk Factors](index=11&type=section&id=Item%201A.%20Risk%20Factors) The company faces operational, financial, and external risks, including inflation, debt refinancing, and geographic concentration - Inflation poses a risk by potentially increasing operating and construction costs beyond what can be passed to tenants or covered by contractual rent increases[69](index=69&type=chunk)[70](index=70&type=chunk) - The company faces significant lease renewal risk, with leases accounting for approximately **28% of its annualized base rent** scheduled to expire within the next three years[78](index=78&type=chunk) - A substantial portion of the company's properties are located in the New York metropolitan area, which generated approximately **73% of its annualized base rent** as of December 31, 2022, making it susceptible to local economic downturns[82](index=82&type=chunk) - As of December 31, 2022, the company had **$1.7 billion** in outstanding indebtedness, with approximately **$329 million** maturing within the next 12 months, posing a refinancing risk in a rising interest rate environment[94](index=94&type=chunk) - The company's two malls in Puerto Rico, which account for approximately **7% of its Net Operating Income (NOI)**, face significant risks from the region's economic challenges and natural disasters[102](index=102&type=chunk) - Failure to maintain REIT qualification would subject the company to federal income taxes at corporate rates, reducing funds available for distribution and debt repayment[120](index=120&type=chunk) [Unresolved Staff Comments](index=23&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved comments from the Securities and Exchange Commission (SEC) staff as of the report date - There are no unresolved comments from the SEC staff as of the report date[143](index=143&type=chunk) [Properties](index=23&type=section&id=Item%202.%20Properties) The company's 76-property portfolio totals 17.2 million square feet, with 2022 retail occupancy at 94.3% and average rent at $19.89 per square foot Retail Portfolio Occupancy and Rent Trend (2018-2022) | Year (as of Dec 31) | 2022 | 2021 | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Total square feet** | 14,495,000 | 14,469,000 | 15,221,000 | 14,277,000 | 15,407,000 | | **Occupancy rate** | 94.3% | 91.1% | 88.7% | 92.4% | 92.6% | | **Avg. annual base rent/sf** | $19.89 | $19.70 | $18.97 | $19.22 | $17.90 | Top 5 Tenants by 2022 Revenue | Tenant | Number of Stores | % of Total Square Feet | 2022 Revenues (in thousands) | % of Total Revenues | | :--- | :--- | :--- | :--- | :--- | | The Home Depot | 6 | 4.7% | $21,447 | 5.4% | | The TJX Companies | 21 | 3.9% | $19,027 | 4.8% | | Lowe's Companies | 6 | 5.7% | $14,264 | 3.6% | | Walmart | 5 | 4.2% | $13,663 | 3.4% | | Best Buy | 8 | 2.1% | $10,682 | 2.7% | Retail Lease Expiration Schedule (2023-2025) | Year | Number of Expiring Leases | Square Feet of Expiring Leases | Percentage of Retail Properties Square Feet | | :--- | :--- | :--- | :--- | | 2023 | 80 | 643,000 | 4.4% | | 2024 | 116 | 1,521,000 | 10.5% | | 2025 | 86 | 1,256,000 | 8.7% | [Legal Proceedings](index=28&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in various ordinary course legal proceedings, not expected to materially affect its financial position - The company is party to various legal proceedings from the ordinary course of business but does not expect them to have a material adverse effect on its financial condition[154](index=154&type=chunk) [Mine Safety Disclosures](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[155](index=155&type=chunk) Part II [Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=29&type=section&id=Item%205.%20Market%20For%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Urban Edge's common shares trade on NYSE, with 2022 dividends at $0.64 per share and a 5-year total shareholder return of -31.7% Dividends Per Share and Tax Treatment | Year | Total Distribution per Share | Ordinary Dividends | Return of Capital | | :--- | :--- | :--- | :--- | | 2022 | $0.64 | 100% | 0% | | 2021 | $0.60 | 100% | 0% | - The company's 5-year cumulative total return was **-31.7%**, underperforming the S&P 500 (**+56.9%**) and the Dow Jones Equity All REIT index (**+24.5%**)[167](index=167&type=chunk) - The company has a share repurchase program with approximately **$145.9 million** remaining capacity, with no shares repurchased during 2022 or 2021[173](index=173&type=chunk) [Reserved](index=32&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and not applicable [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Urban Edge maintained strong 2022 leasing despite volatility, with net income falling to $47.3 million due to non-cash revenue changes, while preserving strong liquidity [Executive Overview and 2022 Highlights](index=33&type=section&id=Executive%20Overview%20and%202022%20Highlights) In 2022, the company signed 69 new leases, completed $105.2 million in development projects, and increased its credit facility to $800 million - Signed a record **69 new leases** totaling approximately **1,032,434 square feet**, with same-space rent spreads of **45.1%** on a GAAP basis[183](index=183&type=chunk) - Completed **ten development, redevelopment, and anchor repositioning projects**, aggregating **$105.2 million**, including the re-tenanting of the former Century21 space at Bergen Town Center with Kohl's[183](index=183&type=chunk) - Amended the company's revolving credit agreement, increasing the facility size by **$200 million to $800 million** and extending the maturity to 2027[183](index=183&type=chunk) [Results of Operations](index=37&type=section&id=Results%20of%20Operations) Net income decreased to $47.3 million in 2022 from $107.8 million in 2021, primarily due to a $47.5 million reduction in non-cash revenues from lease terminations Comparison of Key Financial Results (2022 vs 2021) | (Amounts in thousands) | 2022 | 2021 | $ Change | | :--- | :--- | :--- | :--- | | Total revenue | $397,938 | $425,082 | $(27,144) | | Depreciation and amortization | $98,432 | $92,331 | $6,101 | | Property operating expenses | $74,334 | $68,531 | $5,803 | | General and administrative | $43,087 | $39,152 | $3,935 | | Gain on sale of real estate | $353 | $18,648 | $(18,295) | | Net income | $47,339 | $107,815 | $(60,476) | - The primary reason for the **$27.1 million decrease in total revenue** was a **$47.5 million drop in non-cash revenues**, stemming from the accelerated amortization of below-market intangible liabilities linked to specific lease terminations in 2021[207](index=207&type=chunk) [Non-GAAP Financial Measures](index=39&type=section&id=Non-GAAP%20Financial%20Measures) The company's same-property NOI increased by 4.1% to $210.1 million in 2022, while FFO applicable to diluted common shareholders decreased to $145.2 million NOI and Same-Property NOI Reconciliation (2022 vs 2021) | (Amounts in thousands) | 2022 | 2021 | | :--- | :--- | :--- | | Net income | $47,339 | $107,815 | | **NOI** | **$240,898** | **$223,811** | | **Same-property NOI** | **$210,062** | **$201,842** | | % Change in Same-property NOI | 4.1% | | FFO Reconciliation (2022 vs 2021) | (Amounts in thousands) | 2022 | 2021 | | :--- | :--- | :--- | | Net income attributable to common shareholders | $46,170 | $102,686 | | Adjustments (Depreciation, Gain on sale, etc.) | $98,902 | $73,288 | | **FFO applicable to diluted common shareholders** | **$145,172** | **$180,270** | [Liquidity and Capital Resources](index=42&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with $128.8 million cash and an undrawn $800 million credit facility, managing $329 million short-term debt and $159.7 million development commitments - As of December 31, 2022, the company had **$128.8 million** in cash and cash equivalents (including restricted cash) and no amounts drawn on its **$800 million revolving credit agreement**[224](index=224&type=chunk) - The company faces short-term debt maturities of approximately **$329 million** within the next 12 months and has long-term funding commitments of **$159.7 million** for 25 active development and redevelopment projects[223](index=223&type=chunk)[229](index=229&type=chunk) Summary of Cash Flows (2022 vs 2021) | (Amounts in thousands) | 2022 | 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $139,618 | $135,273 | | Net cash used in investing activities | $(151,913) | $(311,160) | | Net cash used in financing activities | $(78,767) | $(23,530) | Contractual Obligations Summary (as of Dec 31, 2022) | (Amounts in thousands) | Total | Less than 1 year | 1 to 3 years | 3 to 5 years | More than 5 years | | :--- | :--- | :--- | :--- | :--- | :--- | | Long-term debt obligations | $1,971,471 | $412,788 | $340,947 | $614,539 | $603,197 | | Operating lease obligations | $82,875 | $9,321 | $15,286 | $12,661 | $45,607 | [Quantitative and Qualitative Disclosures About Market Risk](index=45&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate exposure on its $159.2 million variable-rate debt, mitigated by derivatives Interest Rate Risk Exposure (as of Dec 31, 2022) | Debt Type | Balance (in thousands) | Weighted Average Interest Rate | Effect of 1% Change in Base Rates (in thousands) | | :--- | :--- | :--- | :--- | | Variable Rate | $159,198 | 6.11% | $1,592 | | Fixed Rate | $1,540,293 | 4.09% | — | - The company uses two interest rate derivative agreements, designated as cash flow hedges, to mitigate the impact of interest rate fluctuations[245](index=245&type=chunk) - The estimated fair value of the company's consolidated debt was **$1.5 billion** as of December 31, 2022, which is less than its carrying amount of **$1.7 billion**[247](index=247&type=chunk)[389](index=389&type=chunk) [Financial Statements and Supplementary Data](index=46&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the audited consolidated financial statements for Urban Edge Properties, with an unqualified opinion from Deloitte & Touche LLP and detailed notes [Report of Independent Registered Public Accounting Firm](index=47&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Deloitte & Touche LLP issued an unqualified opinion on the consolidated financial statements and internal controls, identifying 'Real Estate Impairment' as a critical audit matter - The auditor, Deloitte & Touche LLP, issued an **unqualified (clean) opinion** on the financial statements and the effectiveness of internal control over financial reporting[253](index=253&type=chunk)[254](index=254&type=chunk) - A Critical Audit Matter was identified related to 'Real Estate Impairment' due to the high degree of auditor judgment needed to evaluate management's significant estimates of capitalization rates[258](index=258&type=chunk)[259](index=259&type=chunk) [Notes to Consolidated Financial Statements](index=62&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail 2022 property acquisitions ($37.6M), $1.7B mortgage debt, an $800M credit facility, and $159.7M in future redevelopment commitments 2022 Property Acquisitions and Purchase Price Allocation | (in thousands) | Land | Buildings and improvements | Identified intangible assets | Identified intangible liabilities | Total Purchase Price | | :--- | :--- | :--- | :--- | :--- | :--- | | 40 Carmans Road | $1,118 | $3,142 | $— | $— | $4,260 | | The Shops at Riverwood | $10,866 | $19,441 | $4,024 | $(988) | $33,343 | | **2022 Total** | **$11,984** | **$22,583** | **$4,024** | **$(988)** | **$37,603** | - As of December 31, 2022, the company had **$1.7 billion** in total mortgages payable, with maturities ranging from 2023 to 2034[347](index=347&type=chunk) - The company has **25 active development and redevelopment projects** with **$159.7 million** in remaining funding commitments as of year-end 2022[397](index=397&type=chunk) - The company notes the bankruptcy of Party City (**3 leases, $1.1 million annual rent**) and the bankruptcy risk of Bed Bath & Beyond (**7 leases, $4.6 million annual rent**) as potential future adverse impacts[404](index=404&type=chunk) - Total share-based compensation expense was **$10.5 million** in 2022, compared to **$10.8 million** in 2021 and **$17.0 million** in 2020[446](index=446&type=chunk) [Controls and Procedures](index=88&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management and the independent auditor concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2022 - Management of both Urban Edge Properties and Urban Edge Properties LP concluded that disclosure controls and procedures were **effective** as of December 31, 2022[454](index=454&type=chunk)[461](index=461&type=chunk) - Management concluded that internal control over financial reporting was **effective** based on the COSO 2013 framework, attested to by an **unqualified opinion** from Deloitte & Touche LLP[457](index=457&type=chunk)[458](index=458&type=chunk)[464](index=464&type=chunk)[465](index=465&type=chunk) - No material changes in internal control over financial reporting occurred during the fourth quarter of 2022[459](index=459&type=chunk)[466](index=466&type=chunk) [Other Information](index=93&type=section&id=Item%209B.%20Other%20Information) There is no other information to report under this item - None[483](index=483&type=chunk) Part III Part III incorporates information from the 2023 proxy statement, covering directors, executive compensation, security ownership, related transactions, and principal accountant fees [Directors, Executive Officers and Corporate Governance](index=93&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the 2023 Annual Meeting Proxy Statement - Information is incorporated by reference from the 2023 Annual Meeting of Shareholders proxy statement[486](index=486&type=chunk) [Executive Compensation](index=93&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation details are incorporated by reference from the 2023 Annual Meeting of Shareholders proxy statement - Information is incorporated by reference from the 2023 Annual Meeting of Shareholders proxy statement[487](index=487&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=94&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section details equity compensation plans, with approximately 3.0 million securities to be issued and 4.0 million available for future issuance Equity Compensation Plan Information (as of Dec 31, 2022) | Plan Category | Number of securities to be issued upon exercise | Weighted-average exercise price | Number of securities remaining available for future issuance | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 2,791,691 | $19.53 | 3,977,934 | | Equity compensation plans not approved by security holders | 170,628 | N/A | N/A | | **Total** | **2,962,319** | **$19.53** | **3,977,934** | [Certain Relationships and Related Transactions, and Director Independence](index=94&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on related party transactions and director independence is incorporated by reference from the 2023 Annual Meeting Proxy Statement - Information is incorporated by reference from the 2023 Annual Meeting of Shareholders proxy statement[491](index=491&type=chunk) [Principal Accountant Fees and Services](index=94&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Details on principal accountant fees and services are incorporated by reference from the 2023 Annual Meeting of Shareholders proxy statement - Information is incorporated by reference from the 2023 Annual Meeting of Shareholders proxy statement[492](index=492&type=chunk) Part IV Part IV lists all exhibits and financial statement schedules filed with the Form 10-K, with consolidated financial statements located in Item 8 [Exhibits and Financial Statement Schedules](index=95&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all financial statements, schedules, and exhibits included or incorporated by reference into the Form 10-K, with consolidated financial statements in Item 8 - The consolidated financial statements and notes are included in Item 8 of the report, starting on page 40[494](index=494&type=chunk) - A detailed list of all exhibits filed with the report is provided, including key agreements and certifications by executive officers[499](index=499&type=chunk)[500](index=500&type=chunk) [Form 10-K Summary](index=95&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable to the company's filing - Not applicable[497](index=497&type=chunk)