Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 28, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-36523 | |
Entity Registrant Name | URBAN EDGE PROPERTIES | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 47-6311266 | |
Entity Address, Address Line One | 888 Seventh Avenue | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | (212) | |
Local Phone Number | 956-2556 | |
Title of 12(b) Security | Common shares of beneficial interest, par value $0.01 per share | |
Trading Symbol | UE | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 117,442,769 | |
Entity Central Index Key | 0001611547 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Urban Edge Properties LP | ||
Entity Information [Line Items] | ||
Entity File Number | 333-212951-01 | |
Entity Registrant Name | URBAN EDGE PROPERTIES LP | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 36-4791544 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Real estate, at cost: | ||
Land | $ 546,913 | $ 543,827 |
Buildings and improvements | 2,455,859 | 2,441,797 |
Construction in progress | 258,330 | 212,296 |
Furniture, fixtures and equipment | 7,922 | 7,530 |
Total | 3,269,024 | 3,205,450 |
Accumulated depreciation and amortization | (775,931) | (753,947) |
Real estate, net | 2,493,093 | 2,451,503 |
Operating lease right-of-use assets | 65,858 | 69,361 |
Cash and cash equivalents | 125,483 | 164,478 |
Restricted cash | 45,838 | 55,358 |
Tenant and other receivables | 14,366 | 15,812 |
Receivable arising from the straight-lining of rents | 63,749 | 62,692 |
Identified intangible assets, net of accumulated amortization of $39,845 and $37,361, respectively | 68,886 | 71,107 |
Deferred leasing costs, net of accumulated amortization of $19,006 and $17,641, respectively | 21,049 | 20,694 |
Prepaid expenses and other assets | 71,977 | 74,111 |
Total assets | 2,970,299 | 2,985,116 |
Liabilities: | ||
Mortgages payable, net | 1,699,844 | 1,687,190 |
Operating lease liabilities | 61,265 | 64,578 |
Accounts payable, accrued expenses and other liabilities | 74,913 | 84,829 |
Identified intangible liabilities, net of accumulated amortization of $38,026 and $35,029, respectively | 97,327 | 100,625 |
Total liabilities | 1,933,349 | 1,937,222 |
Commitments and contingencies (Note 10) | ||
Shareholders’ equity: | ||
Common shares: $0.01 par value; 500,000,000 shares authorized and 117,442,769 and 117,147,986 shares issued and outstanding, respectively | 1,173 | 1,170 |
Additional paid-in capital | 1,002,679 | 1,001,253 |
Accumulated other comprehensive loss | (52) | 0 |
Accumulated deficit | (23,568) | (7,091) |
Noncontrolling interests: | ||
Operating partnership | 42,771 | 39,616 |
Consolidated subsidiaries | 13,947 | 12,946 |
Total equity | 1,036,950 | 1,047,894 |
Total liabilities and equity | $ 2,970,299 | $ 2,985,116 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands | Jun. 30, 2022 USD ($) $ / shares shares |
Statement of Financial Position [Abstract] | |
Accumulated depreciation, identifiable intangible assets | $ 39,845 |
Accumulated amortization, deferred leasing costs | 19,006 |
Accumulated amortization, identified intangible liabilities | $ 38,026 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 |
Common stock, shares authorized (in shares) | shares | 500,000,000 |
Common stock, shares, outstanding (in shares) | shares | 117,442,769 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
REVENUE | ||||
Total revenue | $ 97,854 | $ 94,006 | $ 198,055 | $ 189,667 |
EXPENSES | ||||
Depreciation and amortization | 24,691 | 22,488 | 49,218 | 45,363 |
Real estate taxes | 15,456 | 15,363 | 31,431 | 31,964 |
Property operating | 17,596 | 15,891 | 38,801 | 36,182 |
General and administrative | 10,634 | 9,484 | 21,755 | 18,152 |
Lease expense | 3,083 | 3,195 | 6,218 | 6,501 |
Total expenses | 71,460 | 66,421 | 147,423 | 138,162 |
Gain on sale of real estate | 353 | 0 | 353 | 11,722 |
Interest income | 214 | 90 | 419 | 226 |
Interest and debt expense | (14,241) | (14,728) | (28,245) | (29,555) |
Income before income taxes | 12,720 | 12,947 | 23,159 | 33,898 |
Income tax (expense) benefit | (711) | 34 | (1,616) | (201) |
Net income | 12,009 | 12,981 | 21,543 | 33,697 |
Less net (income) loss attributable to NCI in: | ||||
Operating partnership | (506) | (584) | (893) | (1,459) |
Consolidated subsidiaries | 123 | 150 | 462 | 229 |
Net income (loss) attributable to common shareholders | $ 11,626 | $ 12,547 | $ 21,112 | $ 32,467 |
Earnings per common share - Basic (in dollars per share) | $ 0.10 | $ 0.11 | $ 0.18 | $ 0.28 |
Earnings per common share - Diluted (in dollars per share) | $ 0.10 | $ 0.11 | $ 0.18 | $ 0.28 |
Weighted average shares outstanding - Basic (in shares) | 117,364 | 116,981 | 117,347 | 116,969 |
Weighted average shares outstanding - Diluted (in shares) | 117,427 | 117,034 | 117,410 | 122,327 |
Net income | $ 12,009 | $ 12,981 | $ 21,543 | $ 33,697 |
Effective portion of change in fair value of derivatives | (54) | 0 | (54) | 0 |
Comprehensive income | 11,955 | 12,981 | 21,489 | 33,697 |
Less comprehensive loss attributable to NCI in Operating partnership | 2 | 0 | 2 | 0 |
Less net (income) loss attributable to NCI in Operating partnership | (506) | (584) | (893) | (1,459) |
Less net (income) loss attributable to NCI in Consolidated subsidiaries | 123 | 150 | 462 | 229 |
Comprehensive income attributable to common shareholders | 11,574 | 12,547 | 21,060 | 32,467 |
Rental Revenue | ||||
REVENUE | ||||
Revenues | 97,454 | 93,653 | 196,870 | 188,272 |
Other income | ||||
REVENUE | ||||
Revenues | 400 | 353 | 1,185 | 1,395 |
Urban Edge Properties LP | ||||
REVENUE | ||||
Total revenue | 97,854 | 94,006 | 198,055 | 189,667 |
EXPENSES | ||||
Depreciation and amortization | 24,691 | 22,488 | 49,218 | 45,363 |
Real estate taxes | 15,456 | 15,363 | 31,431 | 31,964 |
Property operating | 17,596 | 15,891 | 38,801 | 36,182 |
General and administrative | 10,634 | 9,484 | 21,755 | 18,152 |
Lease expense | 3,083 | 3,195 | 6,218 | 6,501 |
Total expenses | 71,460 | 66,421 | 147,423 | 138,162 |
Gain on sale of real estate | 353 | 0 | 353 | 11,722 |
Interest income | 214 | 90 | 419 | 226 |
Interest and debt expense | (14,241) | (14,728) | (28,245) | (29,555) |
Income before income taxes | 12,720 | 12,947 | 23,159 | 33,898 |
Income tax (expense) benefit | (711) | 34 | (1,616) | (201) |
Net income | 12,009 | 12,981 | 21,543 | 33,697 |
Less net (income) loss attributable to NCI in: | ||||
Consolidated subsidiaries | 123 | 150 | 462 | 229 |
Net income (loss) attributable to common shareholders | $ 12,132 | $ 13,131 | $ 22,005 | $ 33,926 |
Earnings per common share - Basic (in dollars per share) | $ 0.10 | $ 0.11 | $ 0.18 | $ 0.28 |
Earnings per common share - Diluted (in dollars per share) | $ 0.10 | $ 0.11 | $ 0.18 | $ 0.28 |
Weighted average shares outstanding - Basic (in shares) | 121,365 | 120,849 | 121,277 | 120,806 |
Weighted average shares outstanding - Diluted (in shares) | 121,654 | 122,485 | 121,434 | 122,327 |
Net income | $ 12,009 | $ 12,981 | $ 21,543 | $ 33,697 |
Effective portion of change in fair value of derivatives | (54) | 0 | (54) | 0 |
Comprehensive income | 11,955 | 12,981 | 21,489 | 33,697 |
Less net (income) loss attributable to NCI in Consolidated subsidiaries | 123 | 150 | 462 | 229 |
Comprehensive income attributable to common shareholders | 12,078 | 13,131 | 21,951 | 33,926 |
Urban Edge Properties LP | Rental Revenue | ||||
REVENUE | ||||
Revenues | 97,454 | 93,653 | 196,870 | 188,272 |
Urban Edge Properties LP | Other income | ||||
REVENUE | ||||
Revenues | $ 400 | $ 353 | $ 1,185 | $ 1,395 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Urban Edge Properties LP | Urban Edge Properties LP Accumulated Earnings (Deficit) | Urban Edge Properties LP NCI in Consolidated Subsidiaries | Urban Edge Properties LP General Partner | Urban Edge Properties LP Limited Partners | Common Shares | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Earnings (Deficit) | Operating Partnership | NCI in Consolidated Subsidiaries | |
Beginning balance (in shares) at Dec. 31, 2020 | 117,014,317 | 4,729,010 | 117,014,317 | ||||||||||
Beginning balance at Dec. 31, 2020 | $ 995,893 | $ 995,893 | $ (42,313) | $ 5,872 | $ 991,032 | $ 41,302 | $ 1,169 | $ 989,863 | $ (39,467) | $ 38,456 | $ 5,872 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income (loss) attributable to common shareholders/unitholders | 32,467 | 33,926 | 33,926 | 32,467 | |||||||||
Net income (loss) attributable to NCI | 1,230 | (229) | (229) | 1,459 | (229) | ||||||||
Common units issued as a result of common shares issued by Urban Edge (in shares) | 36,082 | 747,135 | |||||||||||
Common units issued as a result of common shares issued by Urban Edge | (184) | 104 | $ (288) | ||||||||||
Units redeemed for common shares (in shares) | 100,000 | (100,000) | 100,000 | ||||||||||
Units redeemed for common shares | 840 | 840 | $ 840 | $ 0 | 840 | ||||||||
Reallocation of NCI | (840) | (840) | (1,688) | $ 848 | (1,688) | 848 | |||||||
Common shares issued (in shares) | 36,082 | ||||||||||||
Common shares issued | 184 | $ 1 | 287 | (104) | |||||||||
Dividends to common shareholders | (35,053) | (35,053) | |||||||||||
Distributions to redeemable NCI | (1,441) | (1,441) | |||||||||||
Distributions to Partners | (36,494) | (36,494) | |||||||||||
Contributions from noncontrolling interests | 511 | 511 | 511 | 511 | |||||||||
Share-based compensation expense | 5,409 | 5,409 | $ 1,163 | $ 4,246 | 1,163 | 4,246 | |||||||
Share-based awards retained for taxes (in shares) | (13,062) | (13,062) | |||||||||||
Share-based awards retained for taxes | (210) | (210) | $ (210) | (210) | |||||||||
Ending balance (in shares) at Jun. 30, 2021 | 117,137,337 | 5,376,145 | 117,137,337 | ||||||||||
Ending balance at Jun. 30, 2021 | 998,990 | 998,990 | (44,985) | 6,154 | $ 991,425 | $ 46,396 | [1] | $ 1,170 | 990,255 | (42,157) | 43,568 | 6,154 | |
Beginning balance (in shares) at Mar. 31, 2021 | 117,026,289 | 5,352,644 | 117,026,289 | ||||||||||
Beginning balance at Mar. 31, 2021 | 1,001,370 | 1,001,370 | (39,827) | 6,304 | $ 988,688 | $ 46,205 | [1] | $ 1,170 | 987,518 | (37,145) | 43,523 | 6,304 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income (loss) attributable to common shareholders/unitholders | 12,547 | 13,131 | 13,131 | 12,547 | |||||||||
Net income (loss) attributable to NCI | 434 | (150) | (150) | 584 | (150) | ||||||||
Common units issued as a result of common shares issued by Urban Edge (in shares) | 11,799 | 123,501 | |||||||||||
Common units issued as a result of common shares issued by Urban Edge | (183) | 21 | $ (204) | ||||||||||
Units redeemed for common shares (in shares) | 100,000 | (100,000) | 100,000 | ||||||||||
Units redeemed for common shares | 840 | 840 | $ 840 | $ 0 | 840 | ||||||||
Reallocation of NCI | (840) | (840) | 1,129 | $ (1,969) | [1] | 1,129 | (1,969) | ||||||
Common shares issued (in shares) | 11,799 | ||||||||||||
Common shares issued | 183 | $ 0 | 204 | (21) | |||||||||
Dividends to common shareholders | (17,538) | (17,538) | |||||||||||
Distributions to redeemable NCI | (730) | (730) | |||||||||||
Distributions to Partners | (18,268) | (18,268) | |||||||||||
Share-based compensation expense | 2,726 | 2,726 | $ 566 | $ 2,160 | [1] | 566 | 2,160 | ||||||
Share-based awards retained for taxes (in shares) | (751) | (751) | |||||||||||
Share-based awards retained for taxes | (2) | (2) | $ (2) | (2) | |||||||||
Ending balance (in shares) at Jun. 30, 2021 | 117,137,337 | 5,376,145 | 117,137,337 | ||||||||||
Ending balance at Jun. 30, 2021 | $ 998,990 | $ 998,990 | (44,985) | 6,154 | $ 991,425 | $ 46,396 | [1] | $ 1,170 | 990,255 | (42,157) | 43,568 | 6,154 | |
Beginning balance (in shares) at Dec. 31, 2021 | 117,147,986 | 117,147,986 | 117,147,986 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 117,147,986 | 4,662,654 | |||||||||||
Beginning balance at Dec. 31, 2021 | $ 1,047,894 | $ 1,047,894 | (8,505) | 12,946 | $ 1,002,423 | $ 41,030 | $ 1,170 | 1,001,253 | $ 0 | (7,091) | 39,616 | 12,946 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income (loss) attributable to common shareholders/unitholders | 21,112 | 22,005 | 22,005 | 21,112 | |||||||||
Net income (loss) attributable to NCI | 431 | (462) | (462) | 893 | (462) | ||||||||
Other comprehensive loss | (54) | (52) | (2) | (2) | |||||||||
Common units issued as a result of common shares issued by Urban Edge (in shares) | 51,054 | 711,839 | |||||||||||
Common units issued as a result of common shares issued by Urban Edge | (223) | 42 | $ (265) | ||||||||||
Units redeemed for common shares (in shares) | 250,000 | (250,000) | 250,000 | ||||||||||
Units redeemed for common shares | $ 4,248 | 4,248 | $ 2,124 | $ 2,124 | $ 3 | 2,121 | 2,124 | ||||||
Repurchase of common shares (in shares) | 0 | ||||||||||||
Reallocation of NCI | $ (4,248) | (4,248) | (1,505) | (2,743) | (1,505) | (2,743) | |||||||
Common shares issued (in shares) | 51,054 | ||||||||||||
Common shares issued | 223 | 265 | (42) | ||||||||||
Dividends to common shareholders | (37,547) | (37,547) | |||||||||||
Distributions to redeemable NCI | (1,555) | (1,555) | |||||||||||
Distributions to Partners | (39,102) | (39,102) | |||||||||||
Contributions from noncontrolling interests | 1,463 | 1,463 | 1,463 | 1,463 | |||||||||
Share-based compensation expense | 5,097 | 5,097 | $ 659 | $ 4,438 | 659 | 4,438 | |||||||
Share-based awards retained for taxes (in shares) | (6,271) | (6,271) | |||||||||||
Share-based awards retained for taxes | $ (114) | $ (114) | $ (114) | (114) | |||||||||
Ending balance (in shares) at Jun. 30, 2022 | 117,442,769 | 117,442,769 | 117,442,769 | ||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 117,442,769 | 5,124,493 | |||||||||||
Ending balance at Jun. 30, 2022 | $ 1,036,950 | $ 1,036,950 | (25,646) | 13,947 | $ 1,003,852 | $ 44,849 | [2] | $ 1,173 | 1,002,679 | (52) | (23,568) | 42,771 | 13,947 |
Beginning balance (in shares) at Mar. 31, 2022 | 117,430,735 | 5,003,420 | 117,430,735 | ||||||||||
Beginning balance at Mar. 31, 2022 | 1,041,133 | 1,041,133 | (18,199) | 13,352 | $ 1,002,179 | $ 43,801 | [2] | $ 1,173 | 1,001,006 | 0 | (16,399) | 42,001 | 13,352 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income (loss) attributable to common shareholders/unitholders | 11,626 | 12,132 | 12,132 | 11,626 | |||||||||
Net income (loss) attributable to NCI | 383 | (123) | (123) | 506 | (123) | ||||||||
Other comprehensive loss | (54) | (52) | (2) | (2) | |||||||||
Common units issued as a result of common shares issued by Urban Edge (in shares) | 13,313 | 121,073 | |||||||||||
Common units issued as a result of common shares issued by Urban Edge | (224) | 21 | $ (245) | ||||||||||
Reallocation of NCI | 0 | 0 | 1,114 | $ (1,114) | [2] | 1,114 | (1,114) | ||||||
Common shares issued (in shares) | 13,313 | ||||||||||||
Common shares issued | 224 | 245 | (21) | ||||||||||
Dividends to common shareholders | (18,774) | (18,774) | |||||||||||
Distributions to redeemable NCI | (782) | (782) | |||||||||||
Distributions to Partners | (19,556) | (19,556) | |||||||||||
Contributions from noncontrolling interests | 718 | 718 | 718 | 718 | |||||||||
Share-based compensation expense | 2,500 | 2,500 | $ 338 | $ 2,162 | [2] | 338 | 2,162 | ||||||
Share-based awards retained for taxes (in shares) | (1,279) | (1,279) | |||||||||||
Share-based awards retained for taxes | $ (24) | $ (24) | $ (24) | (24) | |||||||||
Ending balance (in shares) at Jun. 30, 2022 | 117,442,769 | 117,442,769 | 117,442,769 | ||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 117,442,769 | 5,124,493 | |||||||||||
Ending balance at Jun. 30, 2022 | $ 1,036,950 | $ 1,036,950 | $ (25,646) | $ 13,947 | $ 1,003,852 | $ 44,849 | [2] | $ 1,173 | $ 1,002,679 | $ (52) | $ (23,568) | $ 42,771 | $ 13,947 |
[1]Limited partners have a 4.4% common limited partnership interest in the Operating Partnership as of June 30, 2021 in the form of Operating Partnership Units (“OP Units”) and Long-Term Incentive Plan Units (“LTIP Units”).[2]Limited partners have a 4.2% common limited partnership interest in the Operating Partnership as of June 30, 2022 in the form of OP and LTIP Units. |
CONSOLIDATED STATEMENT OF CHA_2
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Distributions to redeemable NCI (in dollars per unit) | $ 0.16 | $ 0.15 | $ 0.32 | $ 0.30 |
Accumulated Earnings (Deficit) | Urban Edge Properties LP | ||||
Dividends on common shares (in dollars per share) | 0.16 | 0.15 | ||
Accumulated Earnings (Deficit) | ||||
Dividends on common shares (in dollars per share) | 0.16 | 0.15 | 0.32 | 0.30 |
Operating Partnership | ||||
Distributions to redeemable NCI (in dollars per unit) | $ 0.16 | $ 0.15 | $ 0.32 | $ 0.30 |
Operating Partnership | Limited Partners | Urban Edge Properties LP | ||||
Noncontrolling interest percentage | 4.20% | 4.40% | 4.20% | 4.40% |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 21,543 | $ 33,697 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 50,150 | 46,259 |
Gain on sale of real estate | (353) | (11,722) |
Amortization of below market leases, net | (3,507) | (4,754) |
Noncash lease expense | 3,503 | 3,569 |
Straight-lining of rent | (1,057) | 690 |
Share-based compensation expense | 5,097 | 5,409 |
Change in operating assets and liabilities: | ||
Tenant and other receivables | 1,446 | (151) |
Deferred leasing costs | (2,272) | (1,410) |
Prepaid expenses and other assets | 1,147 | (4,677) |
Lease liabilities | (3,313) | (3,264) |
Accounts payable, accrued expenses and other liabilities | (11,408) | (10,061) |
Net cash provided by operating activities | 60,976 | 53,585 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Real estate development and capital improvements | (48,098) | (19,361) |
Acquisitions of real estate | (36,222) | 0 |
Proceeds from sale of operating properties | 353 | 23,208 |
Net cash (used in) provided by investing activities | (83,967) | 3,847 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Debt repayments | (89,686) | (5,738) |
Dividends to common shareholders | (37,547) | (88,885) |
Distributions to redeemable noncontrolling interests | (1,555) | (3,514) |
Taxes withheld for vested restricted shares | (114) | (210) |
Contributions from noncontrolling interests | 1,464 | 511 |
Purchase of interest rate cap | (285) | 0 |
Proceeds from mortgage loan borrowings | 103,413 | 0 |
Debt issuance costs | (1,437) | 0 |
Proceeds related to the issuance of common shares | 223 | 184 |
Net cash used in financing activities | (25,524) | (97,652) |
Net decrease in cash and cash equivalents and restricted cash | (48,515) | (40,220) |
Cash and cash equivalents and restricted cash at beginning of period | 219,836 | 419,253 |
Cash and cash equivalents and restricted cash at end of period | 171,321 | 379,033 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash payments for interest, net of amounts capitalized of $3,690 and $348, respectively | 26,913 | 30,300 |
Cash payments for income taxes | 1,017 | 3,724 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Accrued capital expenditures included in accounts payable and accrued expenses | 17,576 | 10,677 |
Write-off of fully depreciated assets | 1,772 | 1,688 |
Cash and cash equivalents at beginning of period | 164,478 | 384,572 |
Cash and cash equivalents at end of period | 125,483 | 321,200 |
Restricted cash at beginning of period | 55,358 | 34,681 |
Restricted cash at end of period | 45,838 | 57,833 |
Cash and cash equivalents and restricted cash at beginning/end of period | 171,321 | 379,033 |
Urban Edge Properties LP | ||
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | 21,543 | 33,697 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 50,150 | 46,259 |
Gain on sale of real estate | (353) | (11,722) |
Amortization of below market leases, net | (3,507) | (4,754) |
Noncash lease expense | 3,503 | 3,569 |
Straight-lining of rent | (1,057) | 690 |
Share-based compensation expense | 5,097 | 5,409 |
Change in operating assets and liabilities: | ||
Tenant and other receivables | 1,446 | (151) |
Deferred leasing costs | (2,272) | (1,410) |
Prepaid expenses and other assets | 1,147 | (4,677) |
Lease liabilities | (3,313) | (3,264) |
Accounts payable, accrued expenses and other liabilities | (11,408) | (10,061) |
Net cash provided by operating activities | 60,976 | 53,585 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Real estate development and capital improvements | (48,098) | (19,361) |
Acquisitions of real estate | (36,222) | 0 |
Proceeds from sale of operating properties | 353 | 23,208 |
Net cash (used in) provided by investing activities | (83,967) | 3,847 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Debt repayments | (89,686) | (5,738) |
Distributions to partners | 39,102 | 92,399 |
Taxes withheld for vested restricted shares | (114) | (210) |
Contributions from noncontrolling interests | 1,464 | 511 |
Purchase of interest rate cap | (285) | 0 |
Proceeds from mortgage loan borrowings | 103,413 | 0 |
Debt issuance costs | (1,437) | 0 |
Proceeds related to the issuance of common shares | 223 | 184 |
Net cash used in financing activities | (25,524) | (97,652) |
Net decrease in cash and cash equivalents and restricted cash | (48,515) | (40,220) |
Cash and cash equivalents and restricted cash at beginning of period | 219,836 | 419,253 |
Cash and cash equivalents and restricted cash at end of period | 171,321 | 379,033 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash payments for interest, net of amounts capitalized of $3,690 and $348, respectively | 26,913 | 30,300 |
Cash payments for income taxes | 1,017 | 3,724 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Accrued capital expenditures included in accounts payable and accrued expenses | 17,576 | 10,677 |
Write-off of fully depreciated assets | 1,772 | 1,688 |
Cash and cash equivalents at beginning of period | 164,478 | 384,572 |
Cash and cash equivalents at end of period | 125,483 | 321,200 |
Restricted cash at beginning of period | 55,358 | 34,681 |
Restricted cash at end of period | 45,838 | 57,833 |
Cash and cash equivalents and restricted cash at beginning/end of period | $ 171,321 | $ 379,033 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Capitalized interest | $ 3,690 | $ 348 |
Urban Edge Properties LP | ||
Capitalized interest | $ 3,690 | $ 348 |
CONSOLIDATED BALANCE SHEETS - U
CONSOLIDATED BALANCE SHEETS - UELP - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Real estate, at cost: | ||
Land | $ 546,913 | $ 543,827 |
Buildings and improvements | 2,455,859 | 2,441,797 |
Construction in progress | 258,330 | 212,296 |
Furniture, fixtures and equipment | 7,922 | 7,530 |
Total | 3,269,024 | 3,205,450 |
Accumulated depreciation and amortization | (775,931) | (753,947) |
Real estate, net | 2,493,093 | 2,451,503 |
Operating lease right-of-use assets | 65,858 | 69,361 |
Cash and cash equivalents | 125,483 | 164,478 |
Restricted cash | 45,838 | 55,358 |
Tenant and other receivables | 14,366 | 15,812 |
Receivable arising from the straight-lining of rents | 63,749 | 62,692 |
Identified intangible assets, net of accumulated amortization of $39,845 and $37,361, respectively | 68,886 | 71,107 |
Deferred leasing costs, net of accumulated amortization of $19,006 and $17,641, respectively | 21,049 | 20,694 |
Prepaid expenses and other assets | 71,977 | 74,111 |
Total assets | 2,970,299 | 2,985,116 |
Liabilities: | ||
Mortgages payable, net | 1,699,844 | 1,687,190 |
Operating lease liabilities | 61,265 | 64,578 |
Accounts payable, accrued expenses and other liabilities | 74,913 | 84,829 |
Identified intangible liabilities, net of accumulated amortization of $38,026 and $35,029, respectively | 97,327 | 100,625 |
Total liabilities | 1,933,349 | 1,937,222 |
Commitments and contingencies (Note 10) | ||
Partners’ capital: | ||
Accumulated other comprehensive loss | (52) | 0 |
Accumulated deficit | (23,568) | (7,091) |
Consolidated subsidiaries | 13,947 | 12,946 |
Total equity | 1,036,950 | 1,047,894 |
Total liabilities and equity | 2,970,299 | 2,985,116 |
Urban Edge Properties LP | ||
Real estate, at cost: | ||
Land | 546,913 | 543,827 |
Buildings and improvements | 2,455,859 | 2,441,797 |
Construction in progress | 258,330 | 212,296 |
Furniture, fixtures and equipment | 7,922 | 7,530 |
Total | 3,269,024 | 3,205,450 |
Accumulated depreciation and amortization | (775,931) | (753,947) |
Real estate, net | 2,493,093 | 2,451,503 |
Operating lease right-of-use assets | 65,858 | 69,361 |
Cash and cash equivalents | 125,483 | 164,478 |
Restricted cash | 45,838 | 55,358 |
Tenant and other receivables | 14,366 | 15,812 |
Receivable arising from the straight-lining of rents | 63,749 | 62,692 |
Identified intangible assets, net of accumulated amortization of $39,845 and $37,361, respectively | 68,886 | 71,107 |
Deferred leasing costs, net of accumulated amortization of $19,006 and $17,641, respectively | 21,049 | 20,694 |
Prepaid expenses and other assets | 71,977 | 74,111 |
Total assets | 2,970,299 | 2,985,116 |
Liabilities: | ||
Mortgages payable, net | 1,699,844 | 1,687,190 |
Operating lease liabilities | 61,265 | 64,578 |
Accounts payable, accrued expenses and other liabilities | 74,913 | 84,829 |
Identified intangible liabilities, net of accumulated amortization of $38,026 and $35,029, respectively | 97,327 | 100,625 |
Total liabilities | 1,933,349 | 1,937,222 |
Commitments and contingencies (Note 10) | ||
Partners’ capital: | ||
General partner: 117,442,769 and 117,147,986 units outstanding, respectively | 1,003,852 | 1,002,423 |
Limited partners: 5,124,493 and 4,662,654 units outstanding, respectively | 44,849 | 41,030 |
Accumulated other comprehensive loss | (52) | 0 |
Accumulated deficit | (25,646) | (8,505) |
Total partners’ capital | 1,023,003 | 1,034,948 |
Consolidated subsidiaries | 13,947 | 12,946 |
Total equity | 1,036,950 | 1,047,894 |
Total liabilities and equity | $ 2,970,299 | $ 2,985,116 |
CONSOLIDATED BALANCE SHEETS -_2
CONSOLIDATED BALANCE SHEETS - UELP (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Accumulated depreciation, identifiable intangible assets | $ 39,845 | $ 37,361 |
Accumulated amortization, deferred leasing costs | 19,006 | 17,641 |
Accumulated amortization, identified intangible liabilities | $ 38,026 | $ 35,029 |
Common stock, shares, outstanding (in shares) | 117,442,769 | 117,147,986 |
Urban Edge Properties LP | ||
Accumulated depreciation, identifiable intangible assets | $ 39,845 | $ 37,361 |
Accumulated amortization, deferred leasing costs | 19,006 | 17,641 |
Accumulated amortization, identified intangible liabilities | $ 38,026 | $ 35,029 |
Common stock, shares, outstanding (in shares) | 117,442,769 | 117,147,986 |
Limited Partners, units outstanding (in units) | 5,124,493 | 4,662,654 |
ORGANIZATION
ORGANIZATION | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | ORGANIZATION Urban Edge Properties (“UE”, “Urban Edge” or the “Company”) (NYSE: UE) is a Maryland real estate investment trust focused on managing, developing, redeveloping, and acquiring 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 (“OP Units”). As of June 30, 2022, Urban Edge owned approximately 95.8% of the outstanding common OP Units with the remaining limited OP Units held by members of management and the 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 June 30, 2022, our portfolio consisted of 69 shopping centers, five malls and two industrial parks totaling approximately 17.2 million square feet (“sf”), which is inclusive of a 95% controlling interest in our property in Walnut Creek, CA (Mt. Diablo), and an 82.5% controlling interest in Sunrise Mall, in Massapequa, NY. |
BASIS OF PRESENTATION AND PRINC
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION | 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 interim financial information and with the instructions of Form 10-Q. Certain information and footnote disclosures included in our annual financial statements have been condensed or omitted. In the opinion of management, the consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of the Company and the Operating Partnership and the results of operations and cash flows for the interim periods presented. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022. Accordingly, these consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (“SEC”). The consolidated balance sheets as of June 30, 2022 and December 31, 2021 reflect the consolidation of wholly-owned subsidiaries and those entities in which we have a controlling financial interest. As of June 30, 2022 and December 31, 2021, excluding the Operating Partnership, we consolidated two VIEs with total assets of $48.8 million and $48.5 million, respectively, and total liabilities of $24.3 million and $24.7 million, respectively. The consolidated statements of income and comprehensive income for the three and six months ended June 30, 2022 and 2021 include the consolidated accounts of the Company, the Operating Partnership and the two VIEs. All intercompany transactions have been eliminated in consolidation. In accordance with ASC 205 Presentation of Financial Statements , certain prior period balances have been reclassified in order to conform to the current period presentation. Our primary business is the acquisition, management, development, and redevelopment of retail shopping centers and malls. We do not distinguish from our primary business or group our operations on a geographical basis for purposes of measuring performance. The Company’s chief operating decision maker reviews operating and financial information for each property on an individual basis and therefore, each property represents an individual operating segment. None of our tenants accounted for more than 10% of our revenue or property operating income as of June 30, 2022. We aggregate all of our properties into one 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Real Estate — Real estate is carried at cost, net of accumulated depreciation and amortization. Expenditures for ordinary maintenance and repairs are expensed to operations as they are incurred. Significant renovations that improve or extend the useful lives of assets are capitalized. As real estate is undergoing redevelopment activities, all property operating expenses directly associated with and attributable to the redevelopment, including interest, are capitalized to the extent the capitalized costs of the property do not exceed the estimated fair value of the property when completed. If the cost of the redeveloped property, including the net book value of the existing property, exceeds the estimated fair value of redeveloped property, the excess is charged to impairment expense. The capitalization period begins when redevelopment activities are under way and ends when the project is substantially complete. Depreciation is recognized on a straight-line basis over estimated useful lives which range from one to 40 years. Upon the acquisition of real estate, we assess the fair value of acquired assets (including land, buildings and improvements, identified intangibles, such as acquired above and below-market leases, acquired in-place leases and tenant relationships) and assumption of liabilities and we allocate the purchase price based on these assessments on a relative fair value basis. We assess fair value based on estimated cash flow projections utilizing appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including historical operating results, known trends, and market/economic conditions. We record acquired intangible assets (including acquired above-market leases, acquired in-place leases and tenant relationships) and acquired intangible liabilities (including below-market leases) at their estimated fair value. We amortize identified intangibles that have finite lives over the period they are expected to contribute directly or indirectly to the future cash flows of the property or business acquired. Our properties are individually evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis 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. Estimated fair value may be based on discounted future cash flows utilizing appropriate discount and capitalization rates, in addition to available market information, third-party appraisals, broker selling estimates or sale agreements under negotiation. Impairment analyses are based on our current plans, intended holding periods and available market information at the time the analyses are prepared. If our estimates of the projected future cash flows change based on uncertain market conditions, our evaluation of impairment losses may be different and such differences could be material to our consolidated financial statements. Tenant and Other Receivables and Changes in Collectibility Assessment — Tenant receivables include unpaid amounts billed to tenants, disputed enforceable charges and accrued revenues for future billings to tenants for property expenses. We evaluate the collectibility of amounts due from tenants and disputed enforceable charges on both a lease-by-lease and a portfolio-level, which result from the inability of tenants to make required payments under their operating lease agreements. We recognize changes in the collectibility assessment of these operating leases as adjustments to rental revenue in accordance with ASC 842 Leases . Management exercises judgment in assessing collectibility and considers payment history, current credit status and publicly available information about the financial condition of the tenant, among other factors. Tenant receivables and receivables arising from the straight-lining of rents are written-off directly when management deems the collectibility of substantially all future lease payments from a specific lease is not probable, at which point, the Company will begin recognizing revenue from such leases prospectively, based on actual amounts received. This write-off effectively reduces cumulative non-cash rental income recognized from the straight-lining of rents since lease commencement. If the Company subsequently determines that it is probable it will collect substantially all of the lessee’s remaining lease payments under the lease term, the Company will reinstate the receivables balance, including those arising from the straight-lining of rents. Derivative Financial Instruments and Hedging — At times, the Company may use derivative financial instruments to manage and mitigate exposure to fluctuations in interest rates on our variable rate debt. These derivatives are measured at fair value and are recognized as assets or liabilities in the Company’s consolidated balance sheets, depending on the Company’s rights or obligations under the respective derivative contracts. The accounting for changes in the fair value of a derivative varies based on eligibility and Company elections, including the intended use of the derivative, whether the Company has elected to designate the derivative in a hedging relationship and apply hedge accounting, and whether the hedge relationship has satisfied certain criteria to be deemed an effective hedge. Effectiveness of the hedging relationship is assessed on a quarterly basis by a third-party to determine if the relationship still meets the criteria to be considered an effective hedge. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. In a cash flow hedge, hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the earnings effect of the hedged transaction. A derivative instrument designated as a cash flow hedge is adjusted to fair value on the Company’s consolidated balance sheets. The change in fair value, net of the amortization of the purchase price of the instrument, is deemed to be the effective portion of change and is recognized in Other Comprehensive Income (“OCI”) in the Company’s consolidated statements of income and comprehensive income, with the amortization of the purchase price included in interest and debt expense. Cash flows from the derivative are included in the same line item in the statement of cash flows as the hedged item. For further information on the Company’s derivative instruments and hedge designations, refer to Note 9 . Recently Issued Accounting Literature — In March 2020 and January 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-04 Reference Rate Reform (ASC 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , and ASU 2021-01 Reference Rate Reform (ASC 848): Scope which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform in contracts and other transactions that reference the London Interbank Offered Rate or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met. ASU 2020-04 and ASU 2021-01 are effective for all entities as of March 12, 2020 through December 31, 2022. We currently do not anticipate the need to modify our existing debt agreements as a result of reference rate reform in the current year, however if any modification is executed as a result of reference rate reform, the Company will elect the optional expedient available under ASU 2020-04 and ASU 2021-01, which allows entities to account for the modification as if the modification was not substantial. We will disclose the nature of and reason for electing the optional expedient in each interim and annual financial statement period if and when applicable through December 31, 2022. |
ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS AND DISPOSITIONS | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS AND DISPOSITIONS | ACQUISITIONS AND DISPOSITIONS Acquisitions During the six months ended June 30, 2022, we closed on the following acquisitions: Date Purchased Property Name City State Square Feet Purchase Price (1) (in thousands) February 24, 2022 40 Carmans Road (2) Massapequa NY 12,000 $ 4,260 June 8, 2022 The Shops at Riverwood Hyde Park MA 78,000 33,343 2022 Total $ 37,603 (1) The total purchase price for the properties acquired includes $0.6 million of transaction costs incurred related to the acquisitions. (2) The outparcel is included with Sunrise Mall in our total property count and non-GAAP metrics. The Company has an 82.5% controlling interest in the property with the remaining 17.5% owned by others. The 12,000 sf outparcel acquired in February 2022, located at 40 Carmans Road, is adjacent to the entrance of our mall in Massapequa, NY. This acquisition supports the overall plans we currently have under way to redevelop Sunrise Mall. On June 8, 2022, the Company closed on the acquisition of The Shops at Riverwood, a 78,000 sf grocery-anchored shopping center for a purchase price of $33.3 million, including transaction costs. The center is located in the greater Boston area and is fully leased. In conjunction with the acquisition, the Company entered into a reverse like-kind exchange under Section 1031 of the Internal Revenue Code with a third-party intermediary, which allows us, for tax purposes, to defer gains on the sale of other properties sold within 180 days after the acquisition date. In addition to the VIEs mentioned in No t e 2 , pursuant to the exchange agreement, the property is in possession of an Exchange Accommodation Titleholder (“EAT”) and is classified as a VIE until the earlier of the termination of the agreement or 180 days after the acquisition date. The EAT is the legal owner of the property, however, we control the activities that most significantly impact the entity and retain all of the economic benefits and risks associated with the entity. Therefore, since the title of the property will be transferred back to the Company and we have determined that we are the primary beneficiary of the VIE, we have consolidated the VIE and its operations as of the acquisition date. During the six months ended June 30, 2021, no acquisitions were completed by the Company. The aggregate purchase price of the above property acquisitions have been allocated as follows: Property Name Land Buildings and improvements Identified intangible assets (1) Identified intangible liabilities (1) Total Purchase Price (in thousands) 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 (1) As of June 30, 2022, the remaining weighted average amortization periods of the identified intangible assets and identified intangible liabilities acquired in 2022 were 8.8 years and 16.6 years, respectively. Dispositions During the six months ended June 30, 2022, no dispositions were completed by the Company. We recognized a gain on sale of real estate of $0.4 million in connection with the release of escrow funds related to a property disposed of in a prior period. During the six months ended June 30, 2021, we disposed of one property and one property parcel and received proceeds of $23.6 million, net of selling costs, resulting in an $11.7 million net gain on sale of real estate. |
IDENTIFIED INTANGIBLE ASSETS AN
IDENTIFIED INTANGIBLE ASSETS AND LIABILITIES | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
IDENTIFIED INTANGIBLE ASSETS AND LIABILITIES | IDENTIFIED INTANGIBLE ASSETS AND LIABILITIES Our identified intangible assets (acquired in-place and above-market leases) and liabilities (acquired below-market leases), net of accumulated amortization, were $68.9 million and $97.3 million, respectively, as of June 30, 2022 and $71.1 million and $100.6 million, respectively, as of December 31, 2021. Amortization of acquired below-market leases, net of acquired above-market leases, resulted in additional rental income of $1.5 million and $3.5 million for the three and six months ended June 30, 2022, respectively, and $2.3 million and $4.8 million for the same periods in 2021. Amortization of acquired in-place leases inclusive of customer relationships resulted in additional depreciation and amortization expense of $2.8 million and $5.5 million for the three and six months ended June 30, 2022, respectively, and $1.8 million and $3.9 million for the same periods in 2021. The following table sets forth the estimated annual amortization income and expense related to intangible assets and liabilities for the remainder of 2022 and the five succeeding years: (Amounts in thousands) Below-Market Above-Market In-Place Lease Year Operating Lease Amortization Operating Lease Amortization Amortization 2022 (1) $ 3,901 $ (721) $ (4,978) 2023 7,719 (1,081) (9,097) 2024 7,483 (920) (7,870) 2025 7,302 (725) (6,454) 2026 6,923 (606) (5,706) 2027 6,629 (458) (5,119) (1) Remainder of 2022. |
MORTGAGES PAYABLE
MORTGAGES PAYABLE | Jun. 08, 2022 |
Debt Disclosure [Abstract] | |
MORTGAGES PAYABLE | MORTGAGES PAYABLE The following is a summary of mortgages payable as of June 30, 2022 and December 31, 2021. (Amounts in thousands) Maturity Interest Rate at June 30, 2022 June 30, 2022 December 31, 2021 Mortgages secured by: Variable rate Hudson Commons (1) 11/15/2024 2.96% $ 27,758 $ 28,034 Greenbrook Commons (1) 11/15/2024 2.96% 25,839 26,097 Gun Hill Commons (1) 12/1/2024 2.96% 24,434 24,680 Plaza at Cherry Hill (2) 6/3/2025 4.50% 29,000 28,244 Plaza at Woodbridge (3) 6/8/2027 3.31% 52,947 54,029 Total variable rate debt 159,978 161,084 Fixed rate Bergen Town Center 4/8/2023 3.56% 300,000 300,000 Shops at Bruckner 5/1/2023 3.90% 9,362 9,698 Hudson Mall 12/1/2023 5.07% 21,769 22,154 Yonkers Gateway Center 4/6/2024 4.16% 25,892 26,774 Brick Commons 12/10/2024 3.87% 49,099 49,554 West End Commons 12/10/2025 3.99% 24,881 25,100 Las Catalinas Mall 2/1/2026 4.43% 121,811 123,977 Town Brook Commons 12/1/2026 3.78% 31,116 31,400 Rockaway River Commons 12/1/2026 3.78% 27,548 27,800 Hanover Commons 12/10/2026 4.03% 63,000 63,000 Tonnelle Commons 4/1/2027 4.18% 99,720 100,000 Manchester Plaza 6/1/2027 4.32% 12,500 12,500 Millburn Gateway Center 6/1/2027 3.97% 22,717 22,944 Totowa Commons 12/1/2027 4.33% 50,800 50,800 Woodbridge Commons 12/1/2027 4.36% 22,100 22,100 Brunswick Commons 12/6/2027 4.38% 63,000 63,000 Rutherford Commons 1/6/2028 4.49% 23,000 23,000 Kingswood Center 2/6/2028 5.07% 70,374 70,815 Hackensack Commons 3/1/2028 4.36% 66,400 66,400 Marlton Commons 12/1/2028 3.86% 37,400 37,400 East Hanover Warehouses 12/1/2028 4.09% 40,700 40,700 Union (Vauxhall) 12/10/2028 4.01% 45,600 45,600 The Shops at Riverwood 6/24/2029 4.25% 21,466 — Freeport Commons 12/10/2029 4.07% 43,100 43,100 The Outlets at Montehiedra 6/1/2030 5.00% 78,479 79,381 Montclair 8/15/2030 3.15% 7,250 7,250 Garfield Commons 12/1/2030 4.14% 40,300 40,300 Woodmore Towne Centre 1/6/2032 3.39% 117,200 117,200 Mount Kisco Commons 11/15/2034 6.40% 12,075 12,377 Total fixed rate debt 1,548,659 1,534,324 Total mortgages payable 1,708,637 1,695,408 Unamortized debt issuance costs (8,793) (8,218) Total mortgages payable, net $ 1,699,844 $ 1,687,190 (1) Bears interest at one month London Interbank Offered Rate (“LIBOR”) plus 190 bps. (2) Bears interest at one month Prime Rate plus 50 bps with a minimum of 4.25% (3) Bears interest at one month Secured Overnight Financing Rate (“SOFR”) plus 226 bps. The variable component of the debt is hedged with an interest rate cap agreement to limit SOFR to a maximum of 3%. The net carrying amount of real estate collateralizing the above indebtedness amounted to approximately $1.5 billion as of June 30, 2022. Our mortgage loans contain covenants that limit our ability to incur additional indebtedness on these properties and in certain circumstances require lender approval of tenant leases and/or yield maintenance upon repayment prior to maturity. As of June 30, 2022, we were in compliance with all debt covenants. As of June 30, 2022, the principal repayments of the Company’s total outstanding debt for the remainder of 2022 and the five succeeding years, and thereafter are as follows: (Amounts in thousands) Year Ending December 31, 2022 (1) $ 8,731 2023 350,667 2024 165,514 2025 71,781 2026 232,571 2027 316,774 Thereafter 562,599 (1) Remainder of 2022. Revolving Credit Agreement On January 15, 2015, we entered into a $500 million Revolving Credit Agreement (the “Agreement”) with certain financial institutions. On March 7, 2017, we amended and extended the Agreement to increase the credit facility size by $100 million to $600 million and extended the maturity date to March 7, 2021, with two six-month extension options. On July 29, 2019, we entered into a second amendment to the Agreement to extend the maturity date to January 29, 2024, with two six-month extension options. On June 3, 2020, we entered into a third amendment to the Agreement, which among other things, modified certain definitions and the measurement period for certain financial covenants to a trailing four-quarter period instead of the most recent quarter annualized. Company borrowings under the Agreement are subject to interest at LIBOR plus 1.05% to 1.50% and an annual facility fee of 15 to 30 basis points. Both the spread over LIBOR and the facility fee are based on our current leverage ratio and are subject to change. The Agreement contains customary financial covenants including a maximum leverage ratio of 60% and a minimum fixed charge coverage ratio of 1.5x. No amounts were drawn or outstanding under the Agreement as of June 30, 2022 or December 31, 2021. Financing costs associated with executing the Agreement of $1.7 million and $2.2 million as of June 30, 2022 and December 31, 2021, respectively, are included in the prepaid expenses and other assets line item of the consolidated balance sheets, as deferred financing costs, net. Mortgage on Las Catalinas Mall In April 2020, we notified the servicer of the $129 million non-recourse mortgage loan on Las Catalinas Mall in Puerto Rico that cash flow would be insufficient to service the debt and that we were unwilling to fund the shortfalls. In December 2020, the non-recourse mortgage loan on Las Catalinas Mall was modified to convert the mortgage from an amortizing 4.43% loan to interest-only payments, starting at 3.00% in 2021 and increasing 50 basis points annually until returning to 4.43% in 2024 and thereafter. The terms of the modification enable the Company, at its option, to repay the loan at a discounted value of $72.5 million, beginning in August 2023 through the extended maturity date of February 2026. While it is possible we will be able to repay the loan at the discounted value in the future, such repayment is contingent upon certain factors including the future operating performance of the property as well as the ability to meet all required payments on the loan. Therefore, in accordance with ASC 470-60 Troubled Debt Restructurings, the Company did not recognize a gain at the time of the restructuring, as the future cash payments, including contingent payments, are greater than the carrying value of the mortgage payable. We have accrued interest of $5.4 million related to this mortgage, which is included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheet as of June 30, 2022. We incurred $1.2 million of lender fees in connection with the loan modification, which are treated as a reduction of the mortgage payable balance and amortized over the term of the loan in accordance with the provisions under ASC 470-60. Mortgage on The Outlets at Montehiedra In connection with the refinancing of the loan secured by The Outlets at Montehiedra (“Montehiedra”) in the second quarter of 2020, the Company provided a $12.5 million limited corporate guarantee. The guarantee is reduced commensurate with the loan amortization schedule and will reduce to zero in approximately 4.3 years. As of June 30, 2022, the remaining exposure under the guarantee is $9.0 million. There was no separate liability recorded related to this guarantee. Mortgage on Plaza at Cherry Hill On June 3, 2022, the Company refinanced the mortgage loan secured by its property, Plaza at Cherry Hill, located in Cherry Hill, NJ, with a new $29 million, 3-year, floating rate mortgage. The floating rate is calculated as the Prime Rate plus 50 basis points with a floor of 4.25% and is interest-only for the entire loan term. Mortgage on Plaza at Woodbridge On June 8, 2022, the Company refinanced the mortgage loan secured by its property, Plaza at Woodbridge, located in Woodbridge, NJ, and entered into a new 5-year loan agreement for $52.9 million. The terms of the loan require payment of interest at a floating rate equal to 2.26% plus one-month SOFR. Additionally, the agreement with the lender requires the Company to enter into an interest rate cap agreement to limit the maximum SOFR to 3% if the current rate is greater than 2% for five consecutive business days. On June 23, 2022, the Company purchased a one-year interest rate cap for $0.3 million which has been designated as a hedging instrument. Mortgage on The Shops at Riverwood On June 24, 2022, the Company obtained a 7-year non-recourse mortgage loan of $21.5 million at a fixed interest rate of 4.25% to partially fund the acquisition of The Shops at Riverwood. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company elected to be taxed as a REIT under sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with the filing of its 2015 tax return for its tax year ended December 31, 2015. With the exception of the Company’s taxable REIT subsidiary (“TRS”), to the extent the Company meets certain requirements under the Code, the Company will not be taxed on its federal taxable income. If we fail to qualify as a REIT for any taxable year, we will be subject to federal income taxes at regular corporate rates (including any alternative minimum tax, which, for corporations, was repealed under the Tax Cuts and Jobs Act (“TCJA”) for tax years beginning after December 31, 2017) and may not be able to qualify as a REIT for the four subsequent taxable years. In addition to its TRS, the Company is subject to certain foreign, and state and local income taxes, in particular income taxes arising from its operating activities in Puerto Rico, which are included in income tax expense on the consolidated statements of income and comprehensive income. For U.S. federal income tax purposes, the Company and other minority members are partners in the Operating Partnership. As such, the partners are required to report their share of taxable income on their respective tax returns. However, during the six months ended June 30, 2022 and 2021, certain non-real estate operating activities that could not be performed by the Company, occurred through the Company’s TRS, which is subject to federal, state and local income taxes. These income taxes are included in income tax expense on the consolidated statements of income and comprehensive income. During the six months ended June 30, 2022, the Company was subject to Puerto Rico corporate income taxes on its allocable share of Puerto Rico operating activities. The Puerto Rico corporate income tax consists of a flat 18.5% tax rate plus a graduated income surcharge tax for a maximum corporate income tax rate of 37.5%. In addition, the Company is subject to a 10% branch profits tax on the earnings and profits generated from its allocable share of Puerto Rico operating activities and such tax is included in income tax expense on the consolidated statements of income and comprehensive income. |
LEASES (Notes)
LEASES (Notes) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
LEASES | LEASES All rental revenue was generated from operating leases for the three and six months ended June 30, 2022 and 2021. The components of rental revenue for the three and six months ended June 30, 2022 and 2021 were as follows: Three Months Ended June 30, Six Months Ended June 30, (Amounts in thousands) 2022 2021 2022 2021 Rental Revenue Fixed lease revenue $ 72,904 $ 69,585 $ 143,245 $ 135,239 Variable lease revenue (1) 24,550 24,068 53,625 53,033 Total rental revenue $ 97,454 $ 93,653 $ 196,870 $ 188,272 (1) Percentage rents for the three and six months ended June 30, 2022 were $0.3 million and $1.5 million, respectively, and $0.3 million and $0.7 million for the same periods in 2021. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS ASC 820, Fair Value Measurement and Disclosures defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels: Level 1 - quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities; Level 2 - observable prices based on inputs not quoted in active markets, but corroborated by market data; and Level 3 - unobservable inputs used when little or no market data is available. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterparty credit risk in our assessment of fair value. Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis Financial assets and liabilities that are measured at fair value on our consolidated balance sheets consist of one interest rate cap. We rely on third-party valuations that use market observable inputs, such as credit spreads, yield curves and discount rates, to assess the fair value of this instrument. In accordance with the fair value hierarchy established by ASC 820, this financial instrument has been classified as Level 2 as quoted market prices are not readily available for valuing the asset. The table below summarizes the recorded amount of assets and liabilities measured at fair value on a recurring basis as of June 30, 2022: As of June 30, 2022 (Amounts in thousands) Level 1 Level 2 Level 3 Total Interest rate cap (1) $ — $ 225 $ — $ 225 (1) Included in Prepaid expenses and other assets on the consolidated balance sheets. There were no financial assets or liabilities measured at fair value on a recurring basis as of December 31, 2021. Derivatives and Hedging When we designate a derivative as a hedge, depending on the nature of the hedge, changes in the fair value of the instrument will be recognized in OCI until the gains or losses are reclassified to earnings. Derivatives that are not designated as hedges are adjusted to fair value through earnings. As of June 30, 2022, the Company was a counterparty to one interest rate derivative agreement which has been designated as a cash flow hedge. On June 23, 2022, in conjunction with the refinancing of the mortgage loan encumbering our property Plaza at Woodbridge, we entered into an interest rate cap agreement (the “Cap Agreement”) with a third-party to limit the maximum SOFR of our floating rate debt to 3%. On the date of the Cap Agreement, we elected to designate cash flow hedge accounting for this derivative instrument. The table below summarizes our derivative instrument, which is used to hedge the corresponding variable rate debt, as of June 30, 2022: (Amounts in thousands) Hedged Instrument Fair Value Notional Amount Spread Interest Rate Expiration Plaza at Woodbridge interest rate cap $ 225 $ 52,947 SOFR + 2.26% 3.31% 7/1/2023 Financial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis There were no financial assets or liabilities measured at fair value on a non-recurring basis as of June 30, 2022 and December 31, 2021. Financial Assets and Liabilities not Measured at Fair Value Financial assets and liabilities that are not measured at fair value on the consolidated balance sheets include cash and cash equivalents and mortgages payable. Cash and cash equivalents are carried at cost, which approximates fair value. The fair value of mortgages payable is calculated based on current market prices and discounted cash flows at the current rate at which similar loans would be made to borrowers with similar credit ratings for the remaining term of such debt, which is provided by a third-party specialist. The fair value of cash and cash equivalents is classified as Level 1 and the fair value of mortgages payable is classified as Level 2. The table below summarizes the carrying amounts and fair value of our Level 2 financial instruments as of June 30, 2022 and December 31, 2021: As of June 30, 2022 As of December 31, 2021 (Amounts in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Mortgages payable (1) $ 1,708,637 $ 1,564,963 $ 1,695,408 $ 1,692,674 (1) Carrying amounts exclude unamortized debt issuance costs of $8.8 million and $8.2 million as of June 30, 2022 and December 31, 2021, respectively. Nonfinancial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis We assess the carrying value of our properties for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. No impairment charges were recognized during the three and six months ended June 30, 2022 or 2021. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, we are a party to various legal proceedings, claims or regulatory inquiries and investigations arising out of, or incident to, our ordinary course of business. While we are unable to predict with certainty the outcome of any particular matter, management does not currently expect, when such matters are resolved, that our resulting exposure to loss contingencies, if any, will have a material adverse effect on our results of operations or consolidated financial position. Redevelopment and Anchor Repositioning The Company has 20 active development, redevelopment or anchor repositioning projects with total estimated costs of $205.8 million, of which $134.9 million remains to be funded as of June 30, 2022. We continue to monitor the stabilization dates of these projects, which can be impacted from economic conditions affecting our tenants, vendors and supply chains. We have identified future projects in our development pipeline, but we are under no obligation to execute and fund any of these projects and each of these projects is being further evaluated based on market conditions. Insurance The Company maintains numerous insurance policies including for general liability, property, pollution, acts of terrorism, trustees’ and officers’, cyber, workers’ compensation and automobile-related liabilities. However, all such policies are subject to terms, conditions, exclusions, deductibles and sub-limits, amount other limiting factors. For example, the Company’s terrorism insurance excludes coverage for nuclear, biological, chemical or radiological terrorism events as defined by the Terrorism Risk Insurance Program Reauthorization Act. The Company’s primary and excess insurance policies providing coverage for pollution related losses have an aggregate limit of $75 million and provide remediation and business interruption coverage for pollution incidents, which pursuant to our policies, expressly include the presence and dispersal of viruses. On December 23, 2020, the Company initiated litigation in New Jersey state court, Bergen County, under these policies to recover uncollected rents and other amounts resulting from the COVID-19 virus. Insurance premiums are typically charged directly to each of the properties but not all of the cost of such premiums are recovered. The Company is responsible for deductibles, losses in excess of insurance coverage, and the portion of premiums not reimbursable by tenants at our properties, which could be material. We continue to monitor the state of the insurance market and the scope and costs of available coverage. We cannot anticipate what coverage will be available on commercially reasonable terms in the future and expect premiums across most coverage lines to increase in light of recent events. The incurrence of uninsured losses, costs or uncovered premiums could materially and adversely affect our business, results of operations and consolidated financial position. Certain of our loans and other agreements contain customary covenants requiring the maintenance of insurance coverage. Although we believe that we currently have adequate insurance coverage for purposes of these agreements, we may not be able to obtain an equivalent amount of coverage at reasonable costs in the future. If lenders or other counterparties insist on greater coverage than we are able to obtain, such requirement could materially and adversely affect our ability to finance our properties and expand our portfolio. Environmental Matters Each of our properties has been subjected to varying degrees of environmental assessment at various times. Based on these assessments, we have accrued costs of $1.7 million on our consolidated balance sheets as of June 30, 2022 and December 31, 2021, for remediation costs for environmental contamination at certain properties. While this accrual reflects our best estimates of the potential costs of remediation at these properties, there can be no assurance that the actual costs will not exceed these amounts. Although we are not aware of any other material environmental contamination, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites, or changes in cleanup requirements would not result in significant costs to us. Bankruptcies Although our rental revenue is supported by long-term leases, leases may be rejected in a bankruptcy proceeding and the related tenant stores may permanently vacate prior to lease expiration. In the event a tenant with a significant number of leases or square footage in our shopping centers files for bankruptcy and rejects its leases with us, we could experience a reduction in our revenues. We monitor the operating performance and rent collections of all tenants in our shopping centers, especially those tenants in arrears or operating retail formats that are experiencing significant changes in competition, business practice, or store closings in other locations. As of June 30, 2022, there are no tenant bankruptcies that we believe will have a material adverse effect on our results of operations or consolidated financial position. |
PREPAID EXPENSES AND OTHER ASSE
PREPAID EXPENSES AND OTHER ASSETS | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER ASSETS | PREPAID EXPENSES AND OTHER ASSETS The following is a summary of the composition of the prepaid expenses and other assets on the consolidated balance sheets: Balance at (Amounts in thousands) June 30, 2022 December 31, 2021 Deferred tax asset, net $ 35,855 $ 37,420 Other assets 18,326 19,712 Finance lease right-of-use asset 2,724 2,724 Deferred financing costs, net of accumulated amortization of $6,488 and $5,932, respectively 1,677 2,234 Prepaid expenses: Real estate taxes 6,042 9,982 Insurance 5,695 1,088 Licenses/fees 1,658 951 Total prepaid expenses and other assets $ 71,977 $ 74,111 |
ACCOUNTS PAYABLE, ACCRUED EXPEN
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES | 6 Months Ended |
Jun. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES | ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES The following is a summary of the composition of accounts payable, accrued expenses and other liabilities on the consolidated balance sheets: Balance at (Amounts in thousands) June 30, 2022 December 31, 2021 Deferred tenant revenue $ 22,838 $ 28,898 Accrued capital expenditures and leasing costs 18,523 19,164 Accrued interest payable 10,225 9,879 Other liabilities and accrued expenses 8,162 8,057 Security deposits 7,145 6,693 Accrued payroll expenses 5,010 9,134 Finance lease liability 3,010 3,004 Total accounts payable, accrued expenses and other liabilities $ 74,913 $ 84,829 |
INTEREST AND DEBT EXPENSE
INTEREST AND DEBT EXPENSE | 6 Months Ended |
Jun. 30, 2022 | |
Other Income and Expenses [Abstract] | |
INTEREST AND DEBT EXPENSE | INTEREST AND DEBT EXPENSE The following table sets forth the details of interest and debt expense on the consolidated statements of income and comprehensive income: Three Months Ended June 30, Six Months Ended June 30, (Amounts in thousands) 2022 2021 2022 2021 Interest expense $ 13,453 $ 13,983 $ 26,712 $ 28,053 Amortization of deferred financing costs 788 745 1,533 1,502 Total interest and debt expense $ 14,241 $ 14,728 $ 28,245 $ 29,555 |
EQUITY AND NONCONTROLLING INTER
EQUITY AND NONCONTROLLING INTEREST | 6 Months Ended |
Jun. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
EQUITY AND NONCONTROLLING INTEREST | EQUITY AND NONCONTROLLING INTEREST At-The-Market Program On June 7, 2021 the Company established an at-the-market equity program (the “ATM Program”), pursuant to which the Company may offer and sell common shares, par value $0.01 per share, with an aggregate gross sales price of up to $250 million. Sales under the ATM Program may be made from time to time, as needed, by means of ordinary brokers’ transactions or other transactions that are deemed to be “at the market” offerings, in privately negotiated transactions, which may include block trades, or as otherwise agreed with the sales agents. As of June 30, 2022, the Company has not issued any common shares under the ATM Program. Future sales will depend on a variety of factors including, but not limited to, market conditions, the trading price of our common shares, and our capital needs. The Company has no obligation to sell any shares under the ATM Program. Share Repurchase Program The Company has a share repurchase program for up to $200 million, under which, the Company may repurchase its shares from time to time in the open market or in privately negotiated transactions in compliance with Securities and Exchange Commission Rule 10b-18. The amount and timing of the purchases will depend on a number of factors including the price and availability of the Company’s shares, trading volume and general market conditions. The share repurchase program does not obligate the Company to acquire any particular amount of common shares and may be suspended or discontinued at any time at the Company’s discretion. During the six months ended June 30, 2022 and 2021, no shares were repurchased by the Company. As of June 30, 2022, the Company has repurchased 5.9 million common shares at a weighted average share price of $9.22, for a total of $54.1 million. All share repurchases by the Company were completed between March and April of 2020. There is approximately $145.9 million remaining for share repurchases under this program. Units of the Operating Partnership The Operating Partnership’s capital includes general and common limited partnership interests in the operating partnership. As of June 30, 2022, Urban Edge owned approximately 95.8% 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 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. Dividends and Distributions During the three months ended June 30, 2022 and 2021, the Company declared distributions on common shares and OP Units of $0.16 and $0.15 per share/unit, respectively. During the six months ended June 30, 2022 and 2021, respectively, the Company declared distributions on common shares and OP Units of $0.32 and $0.30 per share/unit in the aggregate. Noncontrolling Interests in Operating Partnership Noncontrolling interests in the Operating Partnership reflected on the consolidated balance sheets of the Company are comprised of OP Units and limited partnership interests in the Operating Partnership in the form of LTIP Unit awards. LTIP Unit awards were granted to certain executives pursuant to our 2015 Omnibus Share Plan (the “Omnibus Share Plan”) and our 2018 Inducement Equity Plan (the “Inducement Plan”). OP Units were issued to contributors in exchange for their property interests in connection with the Company’s property acquisitions in 2017. The total of the OP Units and LTIP Units represent a 4.2% and 4.0% weighted-average interest in the Operating Partnership for the three and six months ended June 30, 2022, respectively. Holders of outstanding vested LTIP Units may, from and after two years from the date of issuance, redeem their LTIP Units for cash, or for the Company’s common shares on a one-for-one basis, solely at our election. Holders of outstanding OP Units may redeem their units for cash or the Company’s common shares on a one-for-one basis, solely at our election. Noncontrolling Interests in Consolidated Subsidiaries The Company’s noncontrolling interests relate to the 5% interest held by others in our property in Walnut Creek, CA (Mount Diablo) and 17.5% held by others in our property in Massapequa, NY. The net income attributable to noncontrolling interests is presented separately on our consolidated statements of income and comprehensive income. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION Share-Based Compensation Expense Share-based compensation expense, which is included in general and administrative expenses in our consolidated statements of income and comprehensive income, is summarized as follows: Three Months Ended June 30, Six Months Ended June 30, (Amounts in thousands) 2022 2021 2022 2021 Share-based compensation expense components: Time-based LTIP expense (1) $ 1,231 $ 1,203 2,463 2,333 Performance-based LTIP expense (2) 932 957 1,977 1,913 Stock option expense 206 384 441 797 Restricted share expense 114 89 $ 174 $ 267 Deferred share unit (“DSU”) expense 17 93 42 99 Total Share-based compensation expense $ 2,500 $ 2,726 $ 5,097 $ 5,409 (1) Expense for the three and six months ended June 30, 2022 includes the 2022, 2021, 2020 and 2019 LTI Plans. (2) Expense for the three and six months ended June 30, 2022 includes the 2017 OPP plan and the 2022, 2021, 2020, 2019, and 2018 LTI Plans. Equity award activity during the six months ended June 30, 2022 included: (i) 318,264 LTIP Units granted, (ii) 289,742 LTIP Units vested, (iii) 75,512 stock options vested, (iv) 44,214 restricted shares granted, (v) 20,592 restricted shares vested, (vi) 11,287 restricted shares forfeited, and (vii) 4,381 LTIP Units forfeited. 2022 Long-Term Incentive Plan On February 11, 2022, the grant date, the Compensation Committee of the Board of Trustees approved the 2022 Long-Term Incentive Plan (“2022 LTI Plan”). The plan is a multi-year, equity compensation program under which participants, including our Chairman and Chief Executive Officer, receive awards in the form of LTIP Units that, with respect to one half of the program, vest based solely on the passage of time, and with respect to the other half of the program, are earned and vest if certain relative and absolute total shareholder return (“TSR”) and/or funds from operations (“FFO”) growth targets are achieved by the Company over a three-year performance period. The total grant date fair value under the 2022 LTI Plan was $8.6 million comprising both performance-based and time-based awards as described further below: Performance-based awards For the performance-based awards under the 2022 LTI plan, participants have the opportunity to earn awards in the form of LTIP Units if Urban Edge’s absolute and/or relative TSR meets certain criteria over the three-year performance measurement period (the “TSR Performance Period”) beginning on February 11, 2022 and ending on February 10, 2025. Participants also have the opportunity to earn awards in the form of LTIP Units if Urban Edge’s FFO growth component meets certain criteria over the three-year performance measurement period (the “FFO Performance Period”) beginning January 1, 2022 and ending on December 31, 2024. The Company granted performance-based awards under the 2022 LTI Plan representing 349,438 Units. The fair value of the performance-based award portion of the 2022 LTI Plan on the grant date was $4.3 million using a Monte Carlo simulation to estimate the fair value of the Absolute and Relative components through a risk-neutral premise. Under the absolute TSR component, 50% of the LTIP Units will be earned if the Company’s TSR over the TSR Performance Period is equal to 18%, 100% of the LTIP Units will be earned if the Company’s TSR over the TSR Performance Period is equal to 27%, and 200% of the LTIP Units will be earned if the Company’s TSR over the TSR Performance Period is equal to or greater than 36%. The relative TSR component is based on the Company’s performance compared to a peer group comprised of 14 companies. Under the relative TSR Component, 50% of the LTIP Units will be earned if the Company’s TSR over the TSR Performance Period is equal to the 35 th percentile of the peer group, 100% of the LTIP Units will be earned if the Company’s TSR over the TSR Performance Period is equal to the 55 th percentile of the peer group, and 200% of the LTIP Units will be earned if the Company’s TSR over the TSR Performance Period is equal to or above the 75 th percentile of the peer group. Under the FFO growth component, 50% of the LTIP Units will be earned if the Company’s FFO growth over the FFO Performance Period is equal to 3%, 100% of the LTIP Units will be earned if the Company’s FFO growth over the FFO Performance Period is equal to 5%, and 200% of the LTIP Units will be earned if the Company’s FFO growth over the FFO Performance Period is equal to or greater than 7%. If the Company’s performance-based awards are between such thresholds, earnings will be determined using linear interpolation. Time-based awards The time-based awards granted under the 2022 LTI Plan, also granted in the form of LTIP Units, vest ratably over three years except in the case of our Chairman and Chief Executive Officer, where the vesting is ratable over four years. As of June 30, 2022, the Company granted time-based awards under the 2022 LTI Plan that represent 266,766 LTIP Units with a grant date fair value of $4.3 million. |
EARNINGS PER SHARE AND UNIT
EARNINGS PER SHARE AND UNIT | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE AND UNIT | EARNINGS PER SHARE AND UNIT Urban Edge Earnings per Share We calculate earnings per share (“EPS”) under the two-class method. The two-class method is an earnings allocation methodology whereby EPS for each class of Urban Edge common shares and participating securities is calculated according to dividends declared and participating rights in undistributed earnings. Restricted shares issued pursuant to our share-based compensation program are considered participating securities, and as such have non-forfeitable rights to receive dividends. The following table sets forth the computation of our basic and diluted earnings per share: Three Months Ended June 30, Six Months Ended June 30, (Amounts in thousands, except per share amounts) 2022 2021 2022 2021 Numerator: Net income attributable to common shareholders $ 11,626 $ 12,547 $ 21,112 $ 32,467 Less: Earnings allocated to unvested participating securities (6) (6) (11) (17) Net income available for common shareholders - basic $ 11,620 $ 12,541 $ 21,101 $ 32,450 Impact of assumed conversions: OP and LTIP Units — — — 1,460 Net income available for common shareholders - dilutive $ 11,620 $ 12,541 $ 21,101 $ 33,910 Denominator: Weighted average common shares outstanding - basic 117,364 116,981 117,347 116,969 Effect of dilutive securities (1) : Restricted share awards 63 53 63 60 Assumed conversion of OP and LTIP Units — — — 5,298 Weighted average common shares outstanding - diluted 117,427 117,034 117,410 122,327 Earnings per share available to common shareholders: Earnings per common share - Basic $ 0.10 $ 0.11 $ 0.18 $ 0.28 Earnings per common share - Diluted $ 0.10 $ 0.11 $ 0.18 $ 0.28 (1) For the three months ended June 30, 2022 and 2021 and the six months ended June 30, 2022, the effect of the redemption of OP and LTIP Units for Urban Edge common shares would have an anti-dilutive effect on the calculation of diluted EPS. Accordingly, the impact of such redemption has not been included in the determination of diluted EPS for these periods. Operating Partnership Earnings per Unit The following table sets forth the computation of basic and diluted earnings per unit: Three Months Ended June 30, Six Months Ended June 30, (Amounts in thousands, except per unit amounts) 2022 2021 2022 2021 Numerator: Net income attributable to unitholders $ 12,132 $ 13,131 $ 22,005 $ 33,926 Less: net income attributable to participating securities (6) (6) (11) (17) Net income available for unitholders $ 12,126 $ 13,125 $ 21,994 $ 33,909 Denominator: Weighted average units outstanding - basic 121,365 120,849 121,277 120,806 Effect of dilutive securities issued by Urban Edge 63 53 63 60 Unvested LTIP Units 226 1,583 94 1,461 Weighted average units outstanding - diluted 121,654 122,485 121,434 122,327 Earnings per unit available to unitholders: Earnings per unit - Basic $ 0.10 $ 0.11 $ 0.18 $ 0.28 Earnings per unit - Diluted $ 0.10 $ 0.11 $ 0.18 $ 0.28 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Accounting | The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions of Form 10-Q. Certain information and footnote disclosures included in our annual financial statements have been condensed or omitted. In the opinion of management, the consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of the Company and the Operating Partnership and the results of operations and cash flows for the interim periods presented. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022. Accordingly, these consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (“SEC”). |
Consolidation and Noncontrolling Interests | The consolidated balance sheets as of June 30, 2022 and December 31, 2021 reflect the consolidation of wholly-owned subsidiaries and those entities in which we have a controlling financial interest. As of June 30, 2022 and December 31, 2021, excluding the Operating Partnership, we consolidated two VIEs with total assets of $48.8 million and $48.5 million, respectively, and total liabilities of $24.3 million and $24.7 million, respectively. The consolidated statements of income and comprehensive income for the three and six months ended June 30, 2022 and 2021 include the consolidated accounts of the Company, the Operating Partnership and the two VIEs. All intercompany transactions have been eliminated in consolidation. In accordance with ASC 205 Presentation of Financial Statements , certain prior period balances have been reclassified in order to conform to the current period presentation. |
Recently Issued Accounting Literature | Recently Issued Accounting Literature — In March 2020 and January 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-04 Reference Rate Reform (ASC 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , and ASU 2021-01 Reference Rate Reform (ASC 848): Scope which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform in contracts and other transactions that reference the London Interbank Offered Rate or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met. ASU 2020-04 and ASU 2021-01 are effective for all entities as of March 12, 2020 through December 31, 2022. We currently do not anticipate the need to modify our existing debt agreements as a result of reference rate reform in the current year, however if any modification is executed as a result of reference rate reform, the Company will elect the optional expedient available under ASU 2020-04 and ASU 2021-01, which allows entities to account for the modification as if the modification was not substantial. We will disclose the nature of and reason for electing the optional expedient in each interim and annual financial statement period if and when applicable through December 31, 2022. |
ACQUISITIONS AND DISPOSITIONS (
ACQUISITIONS AND DISPOSITIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | During the six months ended June 30, 2022, we closed on the following acquisitions: Date Purchased Property Name City State Square Feet Purchase Price (1) (in thousands) February 24, 2022 40 Carmans Road (2) Massapequa NY 12,000 $ 4,260 June 8, 2022 The Shops at Riverwood Hyde Park MA 78,000 33,343 2022 Total $ 37,603 (1) The total purchase price for the properties acquired includes $0.6 million of transaction costs incurred related to the acquisitions. (2) The outparcel is included with Sunrise Mall in our total property count and non-GAAP metrics. The Company has an 82.5% controlling interest in the property with the remaining 17.5% owned by others. |
IDENTIFIED INTANGIBLE ASSETS _2
IDENTIFIED INTANGIBLE ASSETS AND LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Estimated Annual Amortization Expense | The following table sets forth the estimated annual amortization income and expense related to intangible assets and liabilities for the remainder of 2022 and the five succeeding years: (Amounts in thousands) Below-Market Above-Market In-Place Lease Year Operating Lease Amortization Operating Lease Amortization Amortization 2022 (1) $ 3,901 $ (721) $ (4,978) 2023 7,719 (1,081) (9,097) 2024 7,483 (920) (7,870) 2025 7,302 (725) (6,454) 2026 6,923 (606) (5,706) 2027 6,629 (458) (5,119) (1) Remainder of 2022. |
MORTGAGES PAYABLE (Tables)
MORTGAGES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Mortgages Payable | The following is a summary of mortgages payable as of June 30, 2022 and December 31, 2021. (Amounts in thousands) Maturity Interest Rate at June 30, 2022 June 30, 2022 December 31, 2021 Mortgages secured by: Variable rate Hudson Commons (1) 11/15/2024 2.96% $ 27,758 $ 28,034 Greenbrook Commons (1) 11/15/2024 2.96% 25,839 26,097 Gun Hill Commons (1) 12/1/2024 2.96% 24,434 24,680 Plaza at Cherry Hill (2) 6/3/2025 4.50% 29,000 28,244 Plaza at Woodbridge (3) 6/8/2027 3.31% 52,947 54,029 Total variable rate debt 159,978 161,084 Fixed rate Bergen Town Center 4/8/2023 3.56% 300,000 300,000 Shops at Bruckner 5/1/2023 3.90% 9,362 9,698 Hudson Mall 12/1/2023 5.07% 21,769 22,154 Yonkers Gateway Center 4/6/2024 4.16% 25,892 26,774 Brick Commons 12/10/2024 3.87% 49,099 49,554 West End Commons 12/10/2025 3.99% 24,881 25,100 Las Catalinas Mall 2/1/2026 4.43% 121,811 123,977 Town Brook Commons 12/1/2026 3.78% 31,116 31,400 Rockaway River Commons 12/1/2026 3.78% 27,548 27,800 Hanover Commons 12/10/2026 4.03% 63,000 63,000 Tonnelle Commons 4/1/2027 4.18% 99,720 100,000 Manchester Plaza 6/1/2027 4.32% 12,500 12,500 Millburn Gateway Center 6/1/2027 3.97% 22,717 22,944 Totowa Commons 12/1/2027 4.33% 50,800 50,800 Woodbridge Commons 12/1/2027 4.36% 22,100 22,100 Brunswick Commons 12/6/2027 4.38% 63,000 63,000 Rutherford Commons 1/6/2028 4.49% 23,000 23,000 Kingswood Center 2/6/2028 5.07% 70,374 70,815 Hackensack Commons 3/1/2028 4.36% 66,400 66,400 Marlton Commons 12/1/2028 3.86% 37,400 37,400 East Hanover Warehouses 12/1/2028 4.09% 40,700 40,700 Union (Vauxhall) 12/10/2028 4.01% 45,600 45,600 The Shops at Riverwood 6/24/2029 4.25% 21,466 — Freeport Commons 12/10/2029 4.07% 43,100 43,100 The Outlets at Montehiedra 6/1/2030 5.00% 78,479 79,381 Montclair 8/15/2030 3.15% 7,250 7,250 Garfield Commons 12/1/2030 4.14% 40,300 40,300 Woodmore Towne Centre 1/6/2032 3.39% 117,200 117,200 Mount Kisco Commons 11/15/2034 6.40% 12,075 12,377 Total fixed rate debt 1,548,659 1,534,324 Total mortgages payable 1,708,637 1,695,408 Unamortized debt issuance costs (8,793) (8,218) Total mortgages payable, net $ 1,699,844 $ 1,687,190 (1) Bears interest at one month London Interbank Offered Rate (“LIBOR”) plus 190 bps. (2) Bears interest at one month Prime Rate plus 50 bps with a minimum of 4.25% (3) Bears interest at one month Secured Overnight Financing Rate (“SOFR”) plus 226 bps. The variable component of the debt is hedged with an interest rate cap agreement to limit SOFR to a maximum of 3%. |
Schedule of Principal Repayments | As of June 30, 2022, the principal repayments of the Company’s total outstanding debt for the remainder of 2022 and the five succeeding years, and thereafter are as follows: (Amounts in thousands) Year Ending December 31, 2022 (1) $ 8,731 2023 350,667 2024 165,514 2025 71,781 2026 232,571 2027 316,774 Thereafter 562,599 (1) Remainder of 2022. |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of Components of Rental Revenue | The components of rental revenue for the three and six months ended June 30, 2022 and 2021 were as follows: Three Months Ended June 30, Six Months Ended June 30, (Amounts in thousands) 2022 2021 2022 2021 Rental Revenue Fixed lease revenue $ 72,904 $ 69,585 $ 143,245 $ 135,239 Variable lease revenue (1) 24,550 24,068 53,625 53,033 Total rental revenue $ 97,454 $ 93,653 $ 196,870 $ 188,272 (1) Percentage rents for the three and six months ended June 30, 2022 were $0.3 million and $1.5 million, respectively, and $0.3 million and $0.7 million for the same periods in 2021. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instrument Carrying Amounts and Fair Values | The table below summarizes the carrying amounts and fair value of our Level 2 financial instruments as of June 30, 2022 and December 31, 2021: As of June 30, 2022 As of December 31, 2021 (Amounts in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Mortgages payable (1) $ 1,708,637 $ 1,564,963 $ 1,695,408 $ 1,692,674 (1) Carrying amounts exclude unamortized debt issuance costs of $8.8 million and $8.2 million as of June 30, 2022 and December 31, 2021, respectively. |
Fair Value Measurements, Recurring and Nonrecurring | The table below summarizes the recorded amount of assets and liabilities measured at fair value on a recurring basis as of June 30, 2022: As of June 30, 2022 (Amounts in thousands) Level 1 Level 2 Level 3 Total Interest rate cap (1) $ — $ 225 $ — $ 225 (1) Included in Prepaid expenses and other assets on the consolidated balance sheets. |
Schedule of Derivative Instruments | The table below summarizes our derivative instrument, which is used to hedge the corresponding variable rate debt, as of June 30, 2022: (Amounts in thousands) Hedged Instrument Fair Value Notional Amount Spread Interest Rate Expiration Plaza at Woodbridge interest rate cap $ 225 $ 52,947 SOFR + 2.26% 3.31% 7/1/2023 |
PREPAID EXPENSES AND OTHER AS_2
PREPAID EXPENSES AND OTHER ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Composition of Prepaid Expenses and Other Assets | The following is a summary of the composition of the prepaid expenses and other assets on the consolidated balance sheets: Balance at (Amounts in thousands) June 30, 2022 December 31, 2021 Deferred tax asset, net $ 35,855 $ 37,420 Other assets 18,326 19,712 Finance lease right-of-use asset 2,724 2,724 Deferred financing costs, net of accumulated amortization of $6,488 and $5,932, respectively 1,677 2,234 Prepaid expenses: Real estate taxes 6,042 9,982 Insurance 5,695 1,088 Licenses/fees 1,658 951 Total prepaid expenses and other assets $ 71,977 $ 74,111 |
ACCOUNTS PAYABLE, ACCRUED EXP_2
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Composition of Accounts Payable, Accrued Expenses and Other Liabilites | The following is a summary of the composition of accounts payable, accrued expenses and other liabilities on the consolidated balance sheets: Balance at (Amounts in thousands) June 30, 2022 December 31, 2021 Deferred tenant revenue $ 22,838 $ 28,898 Accrued capital expenditures and leasing costs 18,523 19,164 Accrued interest payable 10,225 9,879 Other liabilities and accrued expenses 8,162 8,057 Security deposits 7,145 6,693 Accrued payroll expenses 5,010 9,134 Finance lease liability 3,010 3,004 Total accounts payable, accrued expenses and other liabilities $ 74,913 $ 84,829 |
INTEREST AND DEBT EXPENSE (Tabl
INTEREST AND DEBT EXPENSE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of Interest and Debt Expense | The following table sets forth the details of interest and debt expense on the consolidated statements of income and comprehensive income: Three Months Ended June 30, Six Months Ended June 30, (Amounts in thousands) 2022 2021 2022 2021 Interest expense $ 13,453 $ 13,983 $ 26,712 $ 28,053 Amortization of deferred financing costs 788 745 1,533 1,502 Total interest and debt expense $ 14,241 $ 14,728 $ 28,245 $ 29,555 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Share-based Compensation Expense | Share-based compensation expense, which is included in general and administrative expenses in our consolidated statements of income and comprehensive income, is summarized as follows: Three Months Ended June 30, Six Months Ended June 30, (Amounts in thousands) 2022 2021 2022 2021 Share-based compensation expense components: Time-based LTIP expense (1) $ 1,231 $ 1,203 2,463 2,333 Performance-based LTIP expense (2) 932 957 1,977 1,913 Stock option expense 206 384 441 797 Restricted share expense 114 89 $ 174 $ 267 Deferred share unit (“DSU”) expense 17 93 42 99 Total Share-based compensation expense $ 2,500 $ 2,726 $ 5,097 $ 5,409 (1) Expense for the three and six months ended June 30, 2022 includes the 2022, 2021, 2020 and 2019 LTI Plans. (2) Expense for the three and six months ended June 30, 2022 includes the 2017 OPP plan and the 2022, 2021, 2020, 2019, and 2018 LTI Plans. |
EARNINGS PER SHARE AND UNIT (Ta
EARNINGS PER SHARE AND UNIT (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings per Share and Unit | The following table sets forth the computation of our basic and diluted earnings per share: Three Months Ended June 30, Six Months Ended June 30, (Amounts in thousands, except per share amounts) 2022 2021 2022 2021 Numerator: Net income attributable to common shareholders $ 11,626 $ 12,547 $ 21,112 $ 32,467 Less: Earnings allocated to unvested participating securities (6) (6) (11) (17) Net income available for common shareholders - basic $ 11,620 $ 12,541 $ 21,101 $ 32,450 Impact of assumed conversions: OP and LTIP Units — — — 1,460 Net income available for common shareholders - dilutive $ 11,620 $ 12,541 $ 21,101 $ 33,910 Denominator: Weighted average common shares outstanding - basic 117,364 116,981 117,347 116,969 Effect of dilutive securities (1) : Restricted share awards 63 53 63 60 Assumed conversion of OP and LTIP Units — — — 5,298 Weighted average common shares outstanding - diluted 117,427 117,034 117,410 122,327 Earnings per share available to common shareholders: Earnings per common share - Basic $ 0.10 $ 0.11 $ 0.18 $ 0.28 Earnings per common share - Diluted $ 0.10 $ 0.11 $ 0.18 $ 0.28 (1) For the three months ended June 30, 2022 and 2021 and the six months ended June 30, 2022, the effect of the redemption of OP and LTIP Units for Urban Edge common shares would have an anti-dilutive effect on the calculation of diluted EPS. Accordingly, the impact of such redemption has not been included in the determination of diluted EPS for these periods. Operating Partnership Earnings per Unit The following table sets forth the computation of basic and diluted earnings per unit: Three Months Ended June 30, Six Months Ended June 30, (Amounts in thousands, except per unit amounts) 2022 2021 2022 2021 Numerator: Net income attributable to unitholders $ 12,132 $ 13,131 $ 22,005 $ 33,926 Less: net income attributable to participating securities (6) (6) (11) (17) Net income available for unitholders $ 12,126 $ 13,125 $ 21,994 $ 33,909 Denominator: Weighted average units outstanding - basic 121,365 120,849 121,277 120,806 Effect of dilutive securities issued by Urban Edge 63 53 63 60 Unvested LTIP Units 226 1,583 94 1,461 Weighted average units outstanding - diluted 121,654 122,485 121,434 122,327 Earnings per unit available to unitholders: Earnings per unit - Basic $ 0.10 $ 0.11 $ 0.18 $ 0.28 Earnings per unit - Diluted $ 0.10 $ 0.11 $ 0.18 $ 0.28 |
ORGANIZATION (Details)
ORGANIZATION (Details) ft² in Millions | 6 Months Ended |
Jun. 30, 2022 ft² property | |
Real Estate Properties [Line Items] | |
Area of real estate property (in sq ft) | ft² | 17.2 |
Wholly owned properties | Shopping Center | |
Real Estate Properties [Line Items] | |
Number of real estate properties | 69 |
Wholly owned properties | Mall | |
Real Estate Properties [Line Items] | |
Number of real estate properties | 5 |
Wholly owned properties | Warehouse Park | |
Real Estate Properties [Line Items] | |
Number of real estate properties | 2 |
Operating Partnership | Parent | Vornado Realty L.P. | |
Real Estate Properties [Line Items] | |
Noncontrolling interest percentage | 95.80% |
Walnut Creek (Mt. Diablo), CA | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Equity Method Investment, Ownership Percentage | 95% |
Sunrise Mall Massapequa, NY | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Equity Method Investment, Ownership Percentage | 82.50% |
BASIS OF PRESENTATION AND PRI_2
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION AND COMBINATION (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | |
Variable Interest Entity [Line Items] | ||
Number of reportable segments | segment | 1 | |
Assets | $ 2,970,299 | $ 2,985,116 |
Liabilities | 1,933,349 | 1,937,222 |
Variable Interest Entity, Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Assets | 48,800 | 48,500 |
Liabilities | $ 24,300 | $ 24,700 |
ACQUISITIONS AND DISPOSITIONS -
ACQUISITIONS AND DISPOSITIONS - Summary of Acquisition Activity (Details) $ in Thousands | Feb. 24, 2022 USD ($) ft² | Jun. 30, 2022 USD ($) ft² |
Business Acquisition [Line Items] | ||
Area of real estate property (in sq ft) | ft² | 17,200,000 | |
Transaction costs | $ 600 | |
40 Carmans Road | ||
Business Acquisition [Line Items] | ||
Area of real estate property (in sq ft) | ft² | 12,000 | |
Purchase Price | $ 4,260 | |
40 Carmans Road | 40 Carmans Road | ||
Business Acquisition [Line Items] | ||
Parent controlling interest | 82.50% | |
Noncontrolling interest percentage | 17.50% | |
The Shops at Riverwood | ||
Business Acquisition [Line Items] | ||
Area of real estate property (in sq ft) | ft² | 78,000 | |
Purchase Price | $ 33,343 | |
2022 Acquisitions | ||
Business Acquisition [Line Items] | ||
Purchase Price | $ 37,603 |
ACQUISITIONS AND DISPOSITIONS_2
ACQUISITIONS AND DISPOSITIONS - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Feb. 24, 2022 USD ($) ft² | Jun. 30, 2022 USD ($) ft² | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) ft² property | Jun. 30, 2021 USD ($) | Jun. 30, 2021 acquisition | Jun. 30, 2021 property | Jun. 30, 2021 propertyParcel | |
Business Acquisition [Line Items] | ||||||||
Area of real estate property (in sq ft) | ft² | 17,200,000 | 17,200,000 | ||||||
Number of acquisitions completed by the Company | acquisition | 0 | |||||||
Number of disposed properties | property | 0 | |||||||
Gain on sale of real estate | $ 353 | $ 0 | $ 353 | $ 11,722 | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of disposed properties | 1 | 1 | ||||||
Gain on sale of real estate | $ 400 | 11,700 | ||||||
Aggregate sale price of disposed properties | $ 23,600 | |||||||
40 Carmans Road | ||||||||
Business Acquisition [Line Items] | ||||||||
Area of real estate property (in sq ft) | ft² | 12,000 | |||||||
Purchase price of real estate property acquired | $ 4,260 | |||||||
The Shops at Riverwood | ||||||||
Business Acquisition [Line Items] | ||||||||
Area of real estate property (in sq ft) | ft² | 78,000 | |||||||
Purchase price of real estate property acquired | $ 33,343 |
ACQUISITIONS AND DISPOSITIONS_3
ACQUISITIONS AND DISPOSITIONS - Aggregate Purchase Price Allocations (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 08, 2022 | Feb. 24, 2022 |
Business Acquisition [Line Items] | |||
Land | $ 11,984 | ||
Buildings and improvements | 22,583 | ||
Identified intangible assets | 4,024 | ||
Identified intangible liabilities | (988) | ||
Total Purchase Price | $ 37,603 | ||
Weighted average useful life | 8 years 9 months 18 days | ||
Weighted average related liabilities | 16 years 7 months 6 days | ||
40 Carmans Road | |||
Business Acquisition [Line Items] | |||
Land | $ 1,118 | ||
Buildings and improvements | 3,142 | ||
Identified intangible assets | 0 | ||
Identified intangible liabilities | 0 | ||
Total Purchase Price | $ 4,260 | ||
The Shops at Riverwood | |||
Business Acquisition [Line Items] | |||
Land | $ 10,866 | ||
Buildings and improvements | 19,441 | ||
Identified intangible assets | 4,024 | ||
Identified intangible liabilities | (988) | ||
Total Purchase Price | $ 33,343 |
IDENTIFIED INTANGIBLE ASSETS _3
IDENTIFIED INTANGIBLE ASSETS AND LIABILITIES - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Identified intangible assets, net of accumulated amortization | $ 68,886 | $ 68,886 | $ 71,107 | ||
Identified intangible liabilities, net of accumulated amortization | 97,327 | 97,327 | $ 100,625 | ||
Amortization of acquired below-market leases, net of above-market leases | 1,500 | $ 2,300 | 3,500 | $ 4,800 | |
Amortization expense of intangible assets | $ 2,800 | $ 1,800 | $ 5,500 | $ 3,900 |
IDENTIFIED INTANGIBLE ASSETS _4
IDENTIFIED INTANGIBLE ASSETS AND LIABILITIES - Schedule of Estimated Annual Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of acquired below-market leases, net of above-market leases | $ 1,500 | $ 2,300 | $ 3,500 | $ 4,800 |
Below-Market Operating Lease Amortization | ||||
2021 | 3,901 | 3,901 | ||
2022 | 7,719 | 7,719 | ||
2023 | 7,483 | 7,483 | ||
2024 | 7,302 | 7,302 | ||
2025 | 6,923 | 6,923 | ||
2026 | 6,629 | 6,629 | ||
In-Place Leases | ||||
Amortization of Intangible Assets | 2,800 | $ 1,800 | 5,500 | $ 3,900 |
Above-Market | ||||
Above-Market Operating Lease Amortization | ||||
2021 | (721) | (721) | ||
2022 | 1,081 | 1,081 | ||
2023 | (920) | (920) | ||
2024 | (725) | (725) | ||
2025 | (606) | (606) | ||
2026 | (458) | (458) | ||
In-Place Leases | ||||
2021 | (721) | (721) | ||
2023 | (920) | (920) | ||
2022 | 1,081 | 1,081 | ||
2024 | (725) | (725) | ||
2025 | (606) | (606) | ||
2026 | (458) | (458) | ||
In-Place Lease | ||||
Above-Market Operating Lease Amortization | ||||
2021 | (4,978) | (4,978) | ||
2022 | 9,097 | 9,097 | ||
2023 | (7,870) | (7,870) | ||
2024 | (6,454) | (6,454) | ||
2025 | (5,706) | (5,706) | ||
2026 | (5,119) | (5,119) | ||
In-Place Leases | ||||
2021 | (4,978) | (4,978) | ||
2023 | (7,870) | (7,870) | ||
2022 | 9,097 | 9,097 | ||
2024 | (6,454) | (6,454) | ||
2025 | (5,706) | (5,706) | ||
2026 | $ (5,119) | $ (5,119) |
MORTGAGES PAYABLE - Summary of
MORTGAGES PAYABLE - Summary of Mortgages Payable (Details) - Mortgages - First Mortgage - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 03, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 24, 2022 | Jun. 08, 2022 | |
Debt Instrument [Line Items] | |||||
Total mortgages payable | $ 1,708,637 | $ 1,695,408 | |||
Unamortized debt issuance costs | (8,793) | (8,218) | |||
Total mortgages payable, net | 1,699,844 | 1,687,190 | |||
Variable rate | |||||
Debt Instrument [Line Items] | |||||
Total mortgages payable | $ 159,978 | 161,084 | |||
Variable rate | The Plaza at Cherry Hill | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 4.50% | ||||
Total mortgages payable | $ 29,000 | 28,244 | |||
Debt instrument, minimum interest rate | 4.25% | 4.25% | |||
Variable rate | The Plaza at Cherry Hill | Prime Rate | |||||
Debt Instrument [Line Items] | |||||
Interest rate spread on variable rate | 0.50% | 50% | |||
Variable rate | The Plaza at Woodbridge | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 2.26% | ||||
Total mortgages payable | 54,029 | ||||
Interest rate cap | 3% | ||||
Variable rate | The Plaza at Woodbridge | SOFR | |||||
Debt Instrument [Line Items] | |||||
Interest rate spread on variable rate | 226% | ||||
Variable rate | Hudson Commons | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 2.96% | ||||
Total mortgages payable | $ 27,758 | $ 28,034 | |||
Variable rate | Hudson Commons | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Interest rate spread on variable rate | 190% | 190% | |||
Variable rate | Watchung, NJ | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 2.96% | ||||
Total mortgages payable | $ 25,839 | $ 26,097 | |||
Variable rate | Watchung, NJ | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Interest rate spread on variable rate | 190% | 190% | |||
Variable rate | Bronx (1750-1780 Gun Hill Road), NY | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 2.96% | ||||
Total mortgages payable | $ 24,434 | $ 24,680 | |||
Variable rate | Bronx (1750-1780 Gun Hill Road), NY | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Interest rate spread on variable rate | 190% | 190% | |||
Fixed rate | |||||
Debt Instrument [Line Items] | |||||
Total mortgages payable | $ 1,548,659 | $ 1,534,324 | |||
Fixed rate | Bergen Town Center | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 3.56% | ||||
Total mortgages payable | $ 300,000 | 300,000 | |||
Fixed rate | Shops at Bruckner | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 3.90% | ||||
Total mortgages payable | $ 9,362 | 9,698 | |||
Fixed rate | Hudson Mall | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 5.07% | ||||
Total mortgages payable | $ 21,769 | 22,154 | |||
Fixed rate | Yonkers Gateway Center | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 4.16% | ||||
Total mortgages payable | $ 25,892 | 26,774 | |||
Fixed rate | Brick Commons | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 3.87% | ||||
Total mortgages payable | $ 49,099 | 49,554 | |||
Fixed rate | West End Commons | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 3.99% | ||||
Total mortgages payable | $ 24,881 | 25,100 | |||
Fixed rate | Las Catalinas Mall | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 4.43% | ||||
Total mortgages payable | $ 121,811 | 123,977 | |||
Fixed rate | Town Brook Commons | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 3.78% | ||||
Total mortgages payable | $ 31,116 | 31,400 | |||
Fixed rate | Rockaway River Commons | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 3.78% | ||||
Total mortgages payable | $ 27,548 | 27,800 | |||
Fixed rate | Hanover Commons | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 4.03% | ||||
Total mortgages payable | $ 63,000 | 63,000 | |||
Fixed rate | Tonnelle Commons | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 4.18% | ||||
Total mortgages payable | $ 99,720 | 100,000 | |||
Fixed rate | Manchester Plaza | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 4.32% | ||||
Total mortgages payable | $ 12,500 | 12,500 | |||
Fixed rate | Millburn Gateway Center | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 3.97% | ||||
Total mortgages payable | $ 22,717 | 22,944 | |||
Fixed rate | Totowa Commons | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 4.33% | ||||
Total mortgages payable | $ 50,800 | 50,800 | |||
Fixed rate | Woodbridge Commons | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 4.36% | ||||
Total mortgages payable | $ 22,100 | 22,100 | |||
Fixed rate | Brunswick Commons | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 4.38% | ||||
Total mortgages payable | $ 63,000 | 63,000 | |||
Fixed rate | Rutherford Commons | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 4.49% | ||||
Total mortgages payable | $ 23,000 | 23,000 | |||
Fixed rate | Kingswood Center | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 5.07% | ||||
Total mortgages payable | $ 70,374 | 70,815 | |||
Fixed rate | Hackensack Commons | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 4.36% | ||||
Total mortgages payable | $ 66,400 | 66,400 | |||
Fixed rate | Marlton Commons | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 3.86% | ||||
Total mortgages payable | $ 37,400 | 37,400 | |||
Fixed rate | East Hanover Warehouses | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 4.09% | ||||
Total mortgages payable | $ 40,700 | 40,700 | |||
Fixed rate | Union (Vauxhall) | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 4.01% | ||||
Total mortgages payable | $ 45,600 | 45,600 | |||
Fixed rate | The Shops at Riverwood | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 4.25% | 4.25% | |||
Total mortgages payable | $ 21,466 | 0 | |||
Fixed rate | The Outlets at Montehiedra | Senior Loan | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 5% | ||||
Total mortgages payable | $ 78,479 | 79,381 | |||
Fixed rate | Montclair | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 3.15% | ||||
Total mortgages payable | $ 7,250 | 7,250 | |||
Fixed rate | Woodmore Towne Centre | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 3.39% | ||||
Total mortgages payable | $ 117,200 | 117,200 | |||
Fixed rate | Garfield Commons | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 4.14% | ||||
Total mortgages payable | $ 40,300 | 40,300 | |||
Fixed rate | Mount Kisco Commons | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 6.40% | ||||
Total mortgages payable | $ 12,075 | 12,377 | |||
Fixed rate | Freeport Commons | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 4.07% | ||||
Total mortgages payable | $ 43,100 | $ 43,100 |
MORTGAGES PAYABLE - Additional
MORTGAGES PAYABLE - Additional Information (Details) | 6 Months Ended | |||||||||
Jun. 24, 2022 USD ($) | Jun. 23, 2022 | Jun. 08, 2022 USD ($) | Jun. 03, 2022 USD ($) | Jul. 29, 2019 | Mar. 07, 2017 USD ($) extension_option | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Apr. 30, 2020 USD ($) | Jan. 15, 2015 USD ($) | |
Debt Instrument [Line Items] | ||||||||||
Net carrying amount of real estate collateralizing indebtedness | $ 1,500,000,000 | |||||||||
Debt issuance costs, net | 1,677,000 | $ 2,234,000 | ||||||||
Derivative, term of contract | 1 year | |||||||||
Revolving Credit Facility | Maximum | Four-Year Revolving Credit Agreement January 2015 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Facility fee | 30% | |||||||||
Revolving Credit Facility | Minimum | Four-Year Revolving Credit Agreement January 2015 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Facility fee | 15% | |||||||||
Property Lease Guarantee | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conditional corporate guarantee | $ 12,500,000 | |||||||||
Guarantor obligations, amortization period | 4 years 3 months 18 days | |||||||||
Guarantor obligations, remaining amount of potential guarantee | $ 9,000,000 | |||||||||
Line of Credit | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 600,000,000 | $ 500,000,000 | ||||||||
Increase in credit facility | $ 100,000,000 | |||||||||
Number of extension options | extension_option | 2 | |||||||||
Term of each extension option | 6 months | |||||||||
Gross debt issuance costs | 1,700,000 | 2,200,000 | ||||||||
Line of Credit | Revolving Credit Facility | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Financial covenants, maximum leverage ratio | 0.60 | |||||||||
Line of Credit | Revolving Credit Facility | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Financial covenants, minimum fixed charge coverage ratio | 1.5 | |||||||||
Line of Credit | Revolving Credit Facility | LIBOR | Maximum | Four-Year Revolving Credit Agreement January 2015 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate spread on variable rate | 1.50% | |||||||||
Line of Credit | Revolving Credit Facility | LIBOR | Minimum | Four-Year Revolving Credit Agreement January 2015 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate spread on variable rate | 1.05% | |||||||||
Mortgages | First Mortgage | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total mortgages payable | 1,708,637,000 | 1,695,408,000 | ||||||||
Mortgages | First Mortgage | Fixed rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total mortgages payable | 1,548,659,000 | 1,534,324,000 | ||||||||
Mortgages | First Mortgage | Variable rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total mortgages payable | $ 159,978,000 | 161,084,000 | ||||||||
Mortgages | First Mortgage | Las Catalinas Mall | Fixed rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 129,000,000 | |||||||||
Borrowing rate | 4.43% | |||||||||
Annual increase in interest rate | 50% | |||||||||
Discounted value | $ 72,500,000 | |||||||||
Accrued interest | 5,400,000 | |||||||||
Debt issuance costs, net | 1,200,000 | |||||||||
Total mortgages payable | $ 121,811,000 | $ 123,977,000 | ||||||||
Mortgages | First Mortgage | Las Catalinas Mall | Fixed rate | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Borrowing rate | 4.43% | 4.43% | ||||||||
Mortgages | First Mortgage | Las Catalinas Mall | Fixed rate | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Borrowing rate | 3% | |||||||||
Mortgages | First Mortgage | The Plaza at Cherry Hill | Variable rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 29,000,000 | |||||||||
Borrowing rate | 4.50% | |||||||||
Debt instrument, term | 3 years | |||||||||
Total mortgages payable | $ 29,000,000 | $ 28,244,000 | ||||||||
Debt instrument, minimum interest rate | 4.25% | 4.25% | ||||||||
Mortgages | First Mortgage | The Plaza at Cherry Hill | Variable rate | Prime Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate spread on variable rate | 0.50% | 50% | ||||||||
Mortgages | First Mortgage | The Plaza at Woodbridge | Variable rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 52,900,000 | |||||||||
Borrowing rate | 2.26% | |||||||||
Debt instrument, term | 5 years | |||||||||
Total mortgages payable | 54,029,000 | |||||||||
Interest rate cap | 3% | |||||||||
Mortgages | First Mortgage | The Plaza at Woodbridge | Variable rate | Interest Rate Cap | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Borrowing rate | 3.31% | |||||||||
Total mortgages payable | $ 52,947,000 | |||||||||
Interest rate cap | 3% | |||||||||
Mortgages | First Mortgage | The Plaza at Woodbridge | Variable rate | SOFR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate spread on variable rate | 226% | |||||||||
Mortgages | First Mortgage | The Shops at Riverwood | Fixed rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 21,500,000 | |||||||||
Borrowing rate | 4.25% | 4.25% | ||||||||
Debt instrument, term | 7 years | |||||||||
Total mortgages payable | $ 21,466,000 | $ 0 |
MORTGAGES PAYABLE - Schedule of
MORTGAGES PAYABLE - Schedule of Maturities (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2018 | $ 8,731 |
2023 | 350,667 |
2024 | 165,514 |
2025 | 71,781 |
2026 | 232,571 |
2027 | 316,774 |
Thereafter | $ 562,599 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Income Tax Contingency [Line Items] | |||||
Deferred tax assets, net | $ (35,855) | $ (35,855) | $ (37,420) | ||
Income tax (expense) benefit | (711) | $ 34 | $ (1,616) | $ (201) | |
Current state and local tax expense | (500) | (500) | |||
Puerto Rico | |||||
Income Tax Contingency [Line Items] | |||||
Branch profit tax | 10% | ||||
Puerto Rico | Commonwealth of Puerto Rico | |||||
Income Tax Contingency [Line Items] | |||||
Income tax (expense) benefit | $ (700) | $ (500) | $ (1,600) | $ (700) | |
Puerto Rico | Minimum | |||||
Income Tax Contingency [Line Items] | |||||
State and local income taxes | 18.50% | ||||
Puerto Rico | Maximum | |||||
Income Tax Contingency [Line Items] | |||||
State and local income taxes | 37.50% |
LEASES - Components of Rental R
LEASES - Components of Rental Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||||
Fixed lease revenue | $ (72,904) | $ (69,585) | $ (143,245) | $ (135,239) |
Variable lease revenue | 24,550 | 24,068 | 53,625 | 53,033 |
Total rental revenue | 97,454 | 93,653 | 196,870 | 188,272 |
Percentage rent | $ 300 | $ 300 | $ 1,500 | $ 700 |
FAIR VALUE MEASUREMENTS - Inter
FAIR VALUE MEASUREMENTS - Interest Rate Cap Schedule (Details) - Interest Rate Cap $ in Thousands | Jun. 30, 2022 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value | $ 225 |
Fair Value, Recurring | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value | 225 |
Fair Value, Recurring | Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value | 0 |
Fair Value, Recurring | Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value | 225 |
Fair Value, Recurring | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value | $ 0 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Derivative Instrument (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 08, 2022 | Dec. 31, 2021 |
First Mortgage | Mortgages | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total mortgages payable | $ 1,708,637 | $ 1,695,408 | |
First Mortgage | Variable rate | Mortgages | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total mortgages payable | 159,978 | 161,084 | |
First Mortgage | The Plaza at Woodbridge | Variable rate | Mortgages | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total mortgages payable | $ 54,029 | ||
Interest rate | 2.26% | ||
Interest Rate Cap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value | 225 | ||
Interest Rate Cap | First Mortgage | The Plaza at Woodbridge | Variable rate | Mortgages | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total mortgages payable | $ 52,947 | ||
Interest rate | 3.31% | ||
Derivative, Basis Spread on Variable Rate | 2.26% |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||
Casualty and impairment loss | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Balan
FAIR VALUE MEASUREMENTS - Balance Sheet Grouping (Details) - Mortgages - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgages payable | $ 1,708,637 | $ 1,695,408 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgages payable | 1,564,963 | 1,692,674 |
Unamortized debt issuance costs | $ (8,800) | $ (8,200) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Jun. 30, 2022 USD ($) project |
Commitments and Contingencies Disclosure [Abstract] | |
Number of projects | project | 20 |
Real estate redevelopment in process | $ 205,800,000 |
Estimated cost to complete development and redevelopment projects | 134,900,000 |
Insurance coverage, pollution insurance, limit per occurence | 75,000,000 |
Deferred lease expense | $ 1,700,000 |
PREPAID EXPENSES AND OTHER AS_3
PREPAID EXPENSES AND OTHER ASSETS (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Other assets | $ 18,326 | $ 19,712 |
Deferred Tax Assets, Net | 35,855 | 37,420 |
Deposit Assets | 2,724 | 2,724 |
Accumulated amortization, deferred financing costs | 6,488 | 5,932 |
Prepaid expenses: | ||
Real estate taxes | 6,042 | 9,982 |
Insurance | 5,695 | 1,088 |
Licenses/fees | 1,658 | 951 |
Total prepaid expenses and other assets | 71,977 | 74,111 |
Debt issuance costs, net | $ 1,677 | $ 2,234 |
ACCOUNTS PAYABLE, ACCRUED EXP_3
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Deferred tenant revenue | $ 22,838 | $ 28,898 |
Accrued interest payable | 10,225 | 9,879 |
Accrued capital expenditures and leasing costs | 18,523 | 19,164 |
Security deposits | 7,145 | 6,693 |
Finance lease liability | 3,010 | 3,004 |
Accrued payroll expenses | 5,010 | 9,134 |
Other liabilities and accrued expenses | 8,162 | 8,057 |
Total accounts payable, accrued expenses and other liabilities | $ 74,913 | $ 84,829 |
INTEREST AND DEBT EXPENSE (Deta
INTEREST AND DEBT EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Other Income and Expenses [Abstract] | ||||
Interest expense | $ 13,453 | $ 13,983 | $ 26,712 | $ 28,053 |
Amortization of deferred financing costs | 788 | 745 | 1,533 | 1,502 |
Total interest and debt expense | $ 14,241 | $ 14,728 | $ 28,245 | $ 29,555 |
EQUITY AND NONCONTROLLING INT_2
EQUITY AND NONCONTROLLING INTEREST (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | May 05, 2021 | |
Noncontrolling Interest [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||||
Authorized amount | $ 200,000,000 | $ 200,000,000 | ||||
Repurchase of common shares (in shares) | 5,900,000 | 0 | ||||
Treasury stock acquired, average cost per share (in dollars per share) | $ 9.22 | |||||
Repurchase of common shares | $ 54,100,000 | |||||
Remaining for share repurchase program | $ 145,900,000 | $ 145,900,000 | ||||
Distributions to redeemable NCI (in dollars per unit) | $ 0.16 | $ 0.15 | $ 0.32 | $ 0.30 | ||
At-The-Market Program | ||||||
Noncontrolling Interest [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ 0.01 | |||||
Authorized amount | $ 250,000,000 | |||||
OP Units | ||||||
Noncontrolling Interest [Line Items] | ||||||
Conversion to stock, conversion rate | 1 | |||||
LTIP Units | ||||||
Noncontrolling Interest [Line Items] | ||||||
Award vesting period | 2 years | |||||
Conversion to stock, conversion rate | 1 | |||||
Operating Partnership | OP Units | ||||||
Noncontrolling Interest [Line Items] | ||||||
Noncontrolling interest percentage | 4.20% | 4.20% | ||||
Operating Partnership | LTIP Units | ||||||
Noncontrolling Interest [Line Items] | ||||||
Noncontrolling interest percentage | 4% | 4% | ||||
Sunrise Mall Massapequa, NY | Noncontrolling Interest | Sunrise Mall Massapequa, NY | ||||||
Noncontrolling Interest [Line Items] | ||||||
Noncontrolling interest percentage | 17.50% | 17.50% | ||||
Walnut Creek (Mt. Diablo), CA | Noncontrolling Interest | ||||||
Noncontrolling Interest [Line Items] | ||||||
Noncontrolling interest percentage | 5% | |||||
Vornado Realty L.P. | Operating Partnership | Parent | ||||||
Noncontrolling Interest [Line Items] | ||||||
Noncontrolling interest percentage | 95.80% |
SHARE-BASED COMPENSATION - Shar
SHARE-BASED COMPENSATION - Share-based Compensation Expense (Details) - General and Administrative Expense - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total Share-based compensation expense | $ 2,500 | $ 2,726 | $ 5,097 | $ 5,409 |
Time-based LTIP Shares | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total Share-based compensation expense | 1,231 | 1,203 | 2,463 | 2,333 |
Performance-based LTIP expense | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total Share-based compensation expense | 932 | 957 | 1,977 | 1,913 |
Stock option expense | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total Share-based compensation expense | 206 | 384 | 441 | 797 |
Restricted share expense | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total Share-based compensation expense | 114 | 89 | 174 | 267 |
Deferred share unit (“DSU”) expense | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total Share-based compensation expense | $ 17 | $ 93 | $ 42 | $ 99 |
SHARE-BASED COMPENSATION - Addi
SHARE-BASED COMPENSATION - Additional Information (Details) $ in Millions | 6 Months Ended | |
Feb. 11, 2022 USD ($) company | Jun. 30, 2022 USD ($) shares | |
Long-Term Incentive Plan 2022 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity awards percentage of absolute component of TSR equal to 18% | 18% | |
Equity awards percentage of absolute component of TSR equal to 27% | 27% | |
Equity awards percentage of absolute component of TSR equal to 36% | 36% | |
Number of REIT peer groups | company | 14 | |
Equity awards percentage of relative component of TSR equal to 35 percentile of peer group | 3,500% | |
Equity awards percentage of relative component of TSR equal to 55 percentile of peer group | 5,500% | |
Equity awards percentage of relative component of TSR equal to 75 percentile of peer group | 7,500% | |
LTIP Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number or equity awards granted (in shares) | 318,264 | |
Number of awards vested (in shares) | 289,742 | |
Number of shares forfeited (in shares) | 4,381 | |
Award vesting period | 2 years | |
LTIP Units | Long-Term Incentive Plan 2022 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Performance measurement period of equity awards | 3 years | |
Time-based and Performance-based LTIP Shares | Long-Term Incentive Plan 2022 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant date fair value of equity awards | $ | $ 8.6 | |
Performance-based LTIP Shares | Long-Term Incentive Plan 2022 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number or equity awards granted (in shares) | 349,438 | |
Equity awards earned percentage based on absolute TSR component of equal to 18% | 50% | |
Equity awards earned percentage based on absolute TSR component of equal to 27% | 100% | |
Equity awards earned percentage based on absolute TSR component of equal to 36% | 200% | |
Equity awards earned percentage based on relative TSR component of 35 percentile of peer group | 50% | |
Equity awards earned percentage based on relative TSR component of 55 percentile of peer group | 100% | |
Equity awards earned percentage based on relative TSR component of 75 percentile of peer group | 200% | |
Equity awards earned percentage based on FFO growth period, threshold one | 50% | |
Equity awards percentage of relative component of FFO, threshold one | 3% | |
Equity awards earned percentage based on FFO growth period, threshold two | 100% | |
Equity awards percentage of relative component of FFO, threshold two | 5% | |
Equity awards earned percentage based on FFO growth period, threshold three | 200% | |
Equity awards percentage of relative component of FFO, threshold three | 7% | |
Award vesting period | 3 years | |
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ | $ 4.3 | |
Time-based LTIP Shares | Long-Term Incentive Plan 2022 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number or equity awards granted (in shares) | 266,766 | |
Grant date fair value of equity awards | $ | $ 4.3 | |
Award vesting period | 3 years | |
Time-based LTIP Shares | Long-Term Incentive Plan 2022 | Chairman And Chief Executive Officer | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 4 years | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options vested (in shares) | 75,512 | |
Restricted Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number or equity awards granted (in shares) | 44,214 | |
Number of awards vested (in shares) | 20,592 | |
Number of shares forfeited (in shares) | 11,287 |
EARNINGS PER SHARE AND UNIT (De
EARNINGS PER SHARE AND UNIT (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||||
Net income (loss) attributable to common shareholders/unitholders | $ 11,626 | $ 12,547 | $ 21,112 | $ 32,467 |
Less: Earnings allocated to unvested participating securities | (6) | (6) | (11) | (17) |
Net income available for common shareholders - basic | 11,620 | 12,541 | 21,101 | 32,450 |
OP and LTIP Units | 0 | 0 | 0 | 1,460 |
Net income available for common shareholders - dilutive | $ 11,620 | $ 12,541 | $ 21,101 | $ 33,910 |
Denominator: | ||||
Weighted average common shares outstanding - basic (in shares) | 117,364 | 116,981 | 117,347 | 116,969 |
Effect of dilutive securities: | ||||
Assumed conversion of OP and LTIP units (in shares) | 0 | 0 | 0 | 5,298 |
Weighted average common shares outstanding - diluted (in shares) | 117,427 | 117,034 | 117,410 | 122,327 |
Earnings per share available to common shareholders: | ||||
Earnings per common share - Basic (in dollars per share) | $ 0.10 | $ 0.11 | $ 0.18 | $ 0.28 |
Earnings per common share - Diluted (in dollars per share) | $ 0.10 | $ 0.11 | $ 0.18 | $ 0.28 |
Urban Edge Properties LP | ||||
Numerator: | ||||
Net income (loss) attributable to common shareholders/unitholders | $ 12,132 | $ 13,131 | $ 22,005 | $ 33,926 |
Less: Earnings allocated to unvested participating securities | (6) | (6) | (11) | (17) |
Net income available for common shareholders - basic | $ 12,126 | $ 13,125 | $ 21,994 | $ 33,909 |
Denominator: | ||||
Weighted average common shares outstanding - basic (in shares) | 121,365 | 120,849 | 121,277 | 120,806 |
Effect of dilutive securities: | ||||
Stock options using treasure stock method and restricted stock awards (in shares) | 63 | 53 | 63 | 60 |
Assumed conversion of OP and LTIP units (in shares) | 226 | 1,583 | 94 | 1,461 |
Weighted average common shares outstanding - diluted (in shares) | 121,654 | 122,485 | 121,434 | 122,327 |
Earnings per share available to common shareholders: | ||||
Earnings per common share - Basic (in dollars per share) | $ 0.10 | $ 0.11 | $ 0.18 | $ 0.28 |
Earnings per common share - Diluted (in dollars per share) | $ 0.10 | $ 0.11 | $ 0.18 | $ 0.28 |
Restricted share expense | ||||
Effect of dilutive securities: | ||||
Stock options using treasure stock method and restricted stock awards (in shares) | 63 | 53 | 63 | 60 |