Urban Edge Properties(UE) - 2022 Q4 - Annual Report

Part I Business 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] - Urban Edge's core strategies include maximizing existing property value, developing and redeveloping assets, investing in target markets, and maintaining capital discipline[41] - 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] - The company emphasizes ESG initiatives, guided by an ESG Steering Committee and aligned with GRI, SASB, and TCFD frameworks[46][47][48] - 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] Risk Factors 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][70] - 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] - 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] - 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] - 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] - 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] Unresolved Staff Comments 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] Properties 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 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] Mine Safety Disclosures This item is not applicable to the company - Not applicable[155] Part II Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 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] - The company has a share repurchase program with approximately $145.9 million remaining capacity, with no shares repurchased during 2022 or 2021[173] Reserved This item is reserved and not applicable Management's Discussion and Analysis of Financial Condition and Results of Operations 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 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] - 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] - Amended the company's revolving credit agreement, increasing the facility size by $200 million to $800 million and extending the maturity to 2027[183] Results of Operations 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] Non-GAAP Financial Measures 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 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] - 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][229] 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 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] - 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][389] Financial Statements and Supplementary Data 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 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][254] - 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][259] Notes to Consolidated Financial Statements 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] - The company has 25 active development and redevelopment projects with $159.7 million in remaining funding commitments as of year-end 2022[397] - 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] - 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] Controls and Procedures 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][461] - 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][458][464][465] - No material changes in internal control over financial reporting occurred during the fourth quarter of 2022[459][466] Other Information There is no other information to report under this item - None[483] 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 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] Executive Compensation 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] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 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 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] Principal Accountant Fees and Services 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] 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 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] - A detailed list of all exhibits filed with the report is provided, including key agreements and certifications by executive officers[499][500] Form 10-K Summary This item is not applicable to the company's filing - Not applicable[497]