Urban Edge Properties 8-K, filed Nov 5, 2020
Urban Edge Properties (UE)
8-K
2020-11-05
For: 2020-11-05
View Original
Added on
April 08, 2026
About this 8-K
Urban Edge Properties filed this 8-K on November 5, 2020.
Items reported
- Item 2.02: Financial results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
| CURRENT REPORT | ||
| PURSUANT TO SECTION 13 OR 15(d) OF THE | ||
| SECURITIES EXCHANGE ACT OF 1934 | ||
Date of Report (Date of earliest event reported):
(Exact name of Registrant as specified in its charter)
| (Urban Edge Properties) | (Urban Edge Properties) | |||||||||||||||||||
| (Urban Edge Properties LP) | (Urban Edge Properties LP) | |||||||||||||||||||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||||||||
| | ||||||||||||||
| | ||||||||||||||
| (Address of Principal Executive offices) (Zip Code) | ||||||||||||||
| Registrant’s telephone number including area code: | ||||||||
Former name or former address, if changed since last report: N/A | ||||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
Urban Edge Properties
| Title of class of registered securities | Trading symbol | Name of exchange on which registered | ||||||
Urban Edge Properties LP
| Title of class of registered securities | Trading symbol | Name of exchange on which registered | ||||||
| None | N/A | N/A | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Urban Edge Properties ☐ Urban Edge Properties LP ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Urban Edge Properties o Urban Edge Properties LP o
This Current Report on Form 8-K is filed by Urban Edge Properties, a Maryland real estate investment trust (the “Company”), and Urban Edge Properties LP, a Delaware limited partnership through which the Company conducts substantially all of its operations (the "Operating Partnership"). The Company is the sole general partner of the Operating Partnership.
Item 2.02 Results of Operations and Financial Condition
On November 5, 2020, the Company announced its financial results for the three and nine months ended September 30, 2020. Copies of the Company's Earnings Press Release and Supplemental Disclosure Package are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K. The information contained in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed "filed" with the Securities and Exchange Commission nor incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), regardless of any general incorporation language in any such filing.
Item 7.01 Regulation FD Disclosure
On November 5, 2020, the Company announced its financial results for the three and nine months ended September 30, 2020 and made available on its website the Earnings Press Release and Supplemental Disclosure Package described in Item 2.02 above. The information contained in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed "filed" with the Securities and Exchange Commission nor incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in any such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
| 101.SCH | Inline XBRL Taxonomy Extension Schema | |||||||
| 101.CAL | Inline XBRL Extension Calculation Linkbase | |||||||
| 101.LAB | Inline XBRL Extension Labels Linkbase | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | |||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) | |||||||
SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
| URBAN EDGE PROPERTIES | ||||||||
| (Registrant) | ||||||||
| Date: November 5, 2020 | By: | /s/ Mark Langer | ||||||
Mark Langer, Executive Vice President and Chief Financial Officer | ||||||||
| URBAN EDGE PROPERTIES LP | ||||||||
| By: Urban Edge Properties, General Partner | ||||||||
| Date: November 5, 2020 | By: | /s/ Mark Langer | ||||||
Mark Langer, Executive Vice President and Chief Financial Officer | ||||||||
 | Exhibit 99.1 | |||||||
| Urban Edge Properties | For additional information: | |||||||
| 888 Seventh Avenue | Mark Langer, EVP and | |||||||
| New York, NY 10019 | Chief Financial Officer | |||||||
| 212-956-2556 | ||||||||
| FOR IMMEDIATE RELEASE: | ||||||||
| Urban Edge Properties Reports Third Quarter 2020 Results | ||||||||
NEW YORK, NY, November 5, 2020 - Urban Edge Properties (NYSE: UE) (the "Company") today announced its results for the quarter ended September 30, 2020.
Financial Results(1)(2)
•Reported a net loss of $5.8 million, or $(0.05) per diluted share, for the third quarter of 2020 compared to net income of $56.7 million, or $0.45 per diluted share, for the third quarter of 2019 and generated net income of $78.0 million, or $0.63 per diluted share, for the nine months ended September 30, 2020 compared to $112.7 million, or $0.89 per diluted share, for the nine months ended September 30, 2019.
•Generated Funds from Operations applicable to diluted common shareholders ("FFO") of $16.9 million, or $0.14 per share, for the quarter compared to $38.2 million, or $0.30 per share, for the third quarter of 2019 and $107.3 million, or $0.87 per share, for the nine months ended September 30, 2020 compared to $132.4 million, or $1.05 per share, for the nine months ended September 30, 2019.
•Generated FFO as Adjusted of $22.8 million, or $0.19 per share, for the quarter compared to $36.5 million, or $0.29 per share, for the third quarter of 2019 and $79.5 million, or $0.65 per share, for the nine months ended September 30, 2020 compared to $111.1 million, or $0.88 per share, for the nine months ended September 30, 2019.
Operating Results(1)(3)
•Reported a decline of 19.8% in same-property Net Operating Income ("NOI"), including properties in redevelopment, compared to the third quarter of 2019 and a decline of 13.5% compared to the nine months ended September 30, 2019. Results for the third quarter and nine months ended September 30, 2020 were negatively impacted by rental revenue deemed uncollectible of $11.5 million and $25.1 million, respectively, primarily due to the COVID-19 pandemic.
•Reported a decline of 20.1% in same-property NOI, excluding properties in redevelopment, compared to the third quarter of 2019 and a decline of 13.8% compared to the nine months ended September 30, 2019. Results for the third quarter and nine months ended September 30, 2020 were negatively impacted by rental revenue deemed uncollectible of $11.5 million and $25.0 million, respectively, primarily due to the COVID-19 pandemic.
•Increased same-property occupancy to 93.0%, up 40 basis points compared to June 30, 2020 and up 30 basis points compared to September 30, 2019.
•Increased consolidated occupancy to 92.9%, up 50 basis points compared to June 30, 2020 and up 30 basis points compared to September 30, 2019.
•Executed 16 new leases, renewals and options totaling 311,000 square feet ("sf") during the quarter. Generated average rent spreads of 20.4% on a GAAP basis and 16.1% on a cash basis on same-space leases totaling 163,000 sf.
•The Company has approximately $9.0 million of future annual gross rent from leases executed but not rent commenced, which represent an increase of approximately 2% in annual gross rent.
Balance Sheet and Liquidity(1)(4)
The Company continues to maintain one of the strongest and most liquid balance sheets in the sector.
Balance sheet highlights as of September 30, 2020, include:
•Total liquidity of approximately $1 billion, comprising $671 million of cash on hand and $350 million available under our revolving credit agreement.
•$250 million drawn on $600 million revolving credit facility, which does not mature until 2024. This balance was fully repaid on November 4, 2020.
•Total market capitalization of approximately $3.0 billion, comprised of 121.4 million fully-diluted common shares valued at $1.2 billion and $1.9 billion of debt.
•Net debt to total market capitalization of 39%.
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Development and Redevelopment
The Company executed a lease with AAA Wholesale Group at its property in Lodi, NJ and commenced a $15.4 million redevelopment project to convert the building into a 130,000 sf high-bay warehouse. The building will serve as a wholesale membership club supplying smaller grocery stores, delis, and convenience stores with grocery products, deli supplies, beverages, cleaning supplies and other household items. In addition, approximately 30,000 sf of the space will be allocated to a retail store for walk-in customers.
The Company also commenced a $17.5 million redevelopment project in connection with executing a lease at Broomall Commons in Broomall, PA to retenant the former Giant Food space with national retailers.
Subsequent to quarter-end, the Company executed leases with Walgreens and Global Mattress to occupy a new pad aggregating 14,000 sf that will be constructed adjacent to The Outlets at Montehiedra, with an expected opening in the fourth quarter of 2021.
The Company has $132.4 million of active redevelopment projects under way, of which $91.3 million remains to be funded. These projects are expected to generate an approximate 8% unleveraged yield.
Financing and Investing Activities
On August 6, 2020, the Company obtained a $7.3 million,10-year non-recourse mortgage loan at a rate of 3.15% on its property in Montclair, NJ.
Dividend Policy
As a result of COVID-19 and the ongoing uncertainties it has generated regarding tenant reopening dates, rent collections and the long-term impact on free cash-flow, the Company has temporarily suspended quarterly dividends. The Company’s Board of Trustees will continue to monitor the Company’s financial performance and economic outlook and intends to reinstate a regular quarterly dividend of at least the amount required to continue qualifying as a REIT for US federal income tax purposes. The Company’s Board of Trustees is expected to announce the new dividend policy prior to year-end.
COVID-19 Business Update
The Company's collection rate has continued to improve since April. As of November 3, 2020, the Company collected 86% of gross rent for October, 83% for the third quarter and 77% for the second quarter. Approximately 97% of the portfolio, as measured by annualized base rent ("ABR"), is open for business as of November 3, 2020. Additional information related to the COVID-19 pandemic is included in the quarterly supplemental disclosure package which can be found on the Company's website (www.uedge.com).
(1) Refer to "Non-GAAP Financial Measures" and "Operating Metrics" for definitions and additional detail.
(2) Refer to page 8 for a reconciliation of net income (loss) to FFO and FFO as Adjusted for the quarter ended September 30, 2020.
(3) Refer to page 9 for a reconciliation of net income (loss) to NOI and Same-Property NOI for the quarter ended September 30, 2020.
(4) Net debt as of September 30, 2020 is calculated as total consolidated debt of $1.9 billion less total cash and cash equivalents, including restricted cash, of $671 million.
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Non-GAAP Financial Measures
The Company uses certain non-GAAP performance measures, in addition to the primary GAAP presentations, as we believe these measures improve the understanding of the Company's operational results. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP performance measures to determine how best to provide relevant information to the investing public, and thus such reported measures are subject to change. The Company's non-GAAP performance measures have limitations as they do not include all items of income and expense that affect operations, and accordingly, should always be considered as supplemental financial results. Additionally, the Company's computation of non-GAAP metrics may not be comparable to similarly titled non-GAAP metrics reported by other REITs or real estate companies that define these metrics differently and, as a result, it is important to understand the manner in which the Company defines and calculates each of its non-GAAP metrics. The following non-GAAP measures are commonly used by the Company and investing public to understand and evaluate our operating results and performance:
•FFO: The Company believes FFO is a useful, supplemental measure of its operating performance that is a recognized metric used extensively by the real estate industry and, in particular real estate investment trusts ("REITs"). FFO, as defined by the National Association of Real Estate Investment Trusts ("Nareit") and the Company, is net income (computed in accordance with GAAP), excluding gains (or losses) from sales of depreciable real estate and land when connected to the main business of a REIT, impairments on depreciable real estate or land related to a REIT's main business and rental property depreciation and amortization expense. The Company believes that financial analysts, investors and shareholders are better served by the presentation of comparable period operating results generated from FFO primarily because it excludes the assumption that the value of real estate assets diminishes predictably. FFO does not represent cash flows from operating activities in accordance with GAAP, should not be considered an alternative to net income as an indication of our performance, and is not indicative of cash flow as a measure of liquidity or our ability to make cash distributions.
•FFO as Adjusted: The Company provides disclosure of FFO as Adjusted because it believes it is a useful supplemental measure of its core operating performance that facilitates comparability of historical financial periods. FFO as Adjusted is calculated by making certain adjustments to FFO to account for items the Company does not believe are representative of ongoing core operating results, including non-comparable revenues and expenses. The Company's method of calculating FFO as Adjusted may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
•NOI: The Company uses NOI internally to make investment and capital allocation decisions and to compare the unlevered performance of our properties to our peers. The Company believes NOI is useful to investors as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and disposition activity on an unleveraged basis, providing perspective not immediately apparent from net income. The Company calculates NOI using net income as defined by GAAP reflecting only those income and expense items that are incurred at the property level, adjusted for non-cash rental income and expense, and income or expenses that we do not believe are representative of ongoing operating results, if any. In addition, the Company uses NOI margin, calculated as NOI divided by total revenue, which the Company believes is useful to investors for similar reasons. The Company has historically defined this metric as "Cash NOI." There have been no changes to the calculation of this metric. However, the Company has decided to refer to this metric as "NOI" instead of "Cash NOI" to further clarify that, consistent with the definition of this metric, the revenue and expenses reflected in this metric include some accrued amounts and are not limited to amounts for which the Company actually received or made cash payment during the applicable period.
•Same-property NOI: The Company provides disclosure of NOI on a same-property basis, which includes the results of properties that were owned and operated for the entirety of the reporting periods being compared, which total 74 properties for the three months ended September 30, 2020 and 2019 and 73 properties for the nine months ended September 30, 2020 and 2019. Information provided on a same-property basis excludes properties under development, redevelopment or that involve anchor repositioning where a substantial portion of the gross leasable area ("GLA") is taken out of service and also excludes properties acquired or sold during the periods being compared. As such, same-property NOI assists in eliminating disparities in net income due to the development, redevelopment, acquisition or disposition of properties during the periods presented, and thus provides a more consistent performance measure for the comparison of the operating performance of the Company's properties. While there is judgment surrounding changes in designations, a property is removed from the same-property pool when it is designated as a redevelopment property because it is undergoing significant renovation or retenanting pursuant to a formal
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plan that is expected to have a significant impact on its operating income. A development or redevelopment property is moved back to the same-property pool once a substantial portion of the NOI growth expected from the development or redevelopment is reflected in both the current and comparable prior year period, generally one year after at least 80% of the expected NOI from the project is realized on a cash basis. Acquisitions are moved into the same-property pool once we have owned the property for the entirety of the comparable periods and the property is not under significant development or redevelopment. The Company has also provided disclosure of NOI on a same-property basis adjusted to include redevelopment properties. Same-property NOI may include other adjustments as detailed in the Reconciliation of Net Income (Loss) to NOI and same-property NOI included in the tables accompanying this press release. The Company has historically defined this metric as "same-property Cash NOI." There have been no changes to the calculation of this metric. The Company has decided to refer to this metric as "same-property NOI" for the same reasons discussed above under "NOI," which we had historically defined as "Cash NOI."
•EBITDAre and Adjusted EBITDAre: EBITDAre and Adjusted EBITDAre are supplemental, non-GAAP measures utilized by us in various financial ratios. The White Paper on EBITDAre, approved by Nareit's Board of Governors in September 2017, defines EBITDAre as net income (computed in accordance with GAAP), adjusted for interest expense, income tax expense, depreciation and amortization, losses and gains on the disposition of depreciated property, impairment write-downs of depreciated property and investments in unconsolidated joint ventures, and adjustments to reflect the entity's share of EBITDAre of unconsolidated joint ventures. EBITDAre and Adjusted EBITDAre are presented to assist investors in the evaluation of REITs, as a measure of the Company's operational performance as they exclude various items that do not relate to or are not indicative of our operating performance and because they approximate key performance measures in our debt covenants. Accordingly, the Company believes that the use of EBITDAre and Adjusted EBITDAre, as opposed to income before income taxes, in various ratios provides meaningful performance measures related to the Company's ability to meet various coverage tests for the stated periods. Adjusted EBITDAre may include other adjustments not indicative of operating results as detailed in the Reconciliation of Net Income (Loss) to EBITDAre and Adjusted EBITDAre included in the tables accompanying this press release. The Company also presents the ratio of net debt (net of cash) to annualized Adjusted EBITDAre as of September 30, 2020, and net debt (net of cash) to total market capitalization, which it believes is useful to investors as a supplemental measure in evaluating the Company's balance sheet leverage. The presentation of EBITDAre and Adjusted EBITDAre is consistent with EBITDA and Adjusted EBITDA as presented in prior periods.
The Company believes net income is the most directly comparable GAAP financial measure to the non-GAAP performance measures outlined above. Reconciliations of these measures to net income have been provided in the tables accompanying this press release.
Operating Metrics
The Company presents certain operating metrics related to our properties, including occupancy, leasing activity and rental rates. Operating metrics are used by the Company and are useful to investors in facilitating an understanding of the operational performance for our properties.
Occupancy metrics represent the percentage of occupied gross leasable area based on executed leases (including properties in development and redevelopment) and include leases signed, but for which rent has not yet commenced. Same-property portfolio occupancy includes properties that have been owned and operated for the entirety of the reporting periods being compared, which total 74 properties for the three months ended September 30, 2020 and 2019 and 73 properties for the nine months ended September 30, 2020 and 2019. Occupancy metrics presented for the Company's same-property portfolio excludes properties under development, redevelopment or that involve anchor repositioning where a substantial portion of the gross leasable area is taken out of service and also excludes properties acquired within the past 12 months or properties sold during the periods being compared.
Executed new leases, renewals and exercised options are presented on a same-space basis. Same-space leases represent those leases signed on spaces for which there was a previous lease.
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ADDITIONAL INFORMATION
For a copy of the Company’s supplemental disclosure package, please access the "Investors" section of our website at www.uedge.com. Our website also includes other financial information, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports.
ABOUT URBAN EDGE
Urban Edge Properties is a NYSE listed real estate investment trust focused on managing, acquiring, developing, and redeveloping retail real estate in urban communities, primarily in the New York metropolitan region. Urban Edge owns 78 properties totaling 15.1 million square feet of gross leasable area.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this Press Release constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of future performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our actual future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “would,” “may” or other similar expressions in this Press Release. Many of the factors that will determine the outcome of forward-looking statements are beyond our ability to control or predict and include, among others: (i) the economic, political and social impact of, and uncertainty relating to, the COVID-19 pandemic, including (a) the effectiveness or lack of effectiveness of governmental relief in providing assistance to large and small businesses, particularly our retail tenants, that have suffered significant declines in revenues as a result of mandatory business shut-downs, “shelter-in-place” or “stay-at-home” orders and social distancing practices, as well as to individuals adversely impacted by the COVID-19 pandemic, (b) the duration of any such orders or other formal recommendations for social distancing and the speed and extent to which revenues of our retail tenants recover following the lifting of any such orders or recommendations, (c) the potential impact of any such events on the obligations of the Company’s tenants to make rent and other payments or honor other commitments under existing leases, (d) the potential adverse impact on returns from redevelopment projects, and (e) the broader impact of the severe economic contraction and increase in unemployment that has occurred in the short term and negative consequences that will occur if these trends are not quickly reversed; (ii) the loss or bankruptcy of major tenants, particularly in light of the adverse impact to the financial health of many retailers that has occurred and continues to occur as a result of the COVID-19 pandemic; (iii) the ability and willingness of the Company’s tenants to renew their leases with the Company upon expiration, the Company’s ability to re-lease its properties on the same or better terms, or at all, in the event of non-renewal or in the event the Company exercises its right to replace an existing tenant, particularly, in light of the adverse impact to the financial health of many retailers that has occurred and continues to occur as a result of the COVID-19 pandemic and the significant uncertainty as to when and the conditions under which potential tenants will be able to operate physical retail locations in future; (iv) the impact of e-commerce on our tenants’ business; (v) macroeconomic conditions, such as a disruption of, or lack of access to the capital markets, as well as the recent significant decline in the Company’s share price from prices prior to the spread of the COVID-19 pandemic; (vi) the Company’s success in implementing its business strategy and its ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions and investments; (vii) changes in general economic conditions or economic conditions in the markets in which the Company competes, and their effect on the Company’s revenues, earnings and funding sources, and on those of its tenants; (viii) increases in the Company’s borrowing costs as a result of changes in interest rates and other factors, including the potential phasing out of LIBOR after 2021; (ix) the Company’s ability to pay down, refinance, restructure or extend its indebtedness as it becomes due and potential limitations on the Company’s ability to borrow funds under its existing credit facility as a result of covenants relating to the Company’s financial results; (x) potentially higher costs associated with the Company’s development, redevelopment and anchor repositioning projects, and the Company’s ability to lease the properties at projected rates; (xi) the Company’s liability for environmental matters; (xii) damage to the Company’s properties from catastrophic weather and other natural events, and the physical effects of climate change; (xiii) the Company’s ability and willingness to maintain its qualification as a REIT in light of economic, market, legal, tax and other considerations; (xiv) information technology security breaches; and (xv) the loss of key executives. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see “Risk Factors” in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2019 and the other documents filed by the Company with the Securities and Exchange Commission.
For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this Press Release. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this Press Release.
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URBAN EDGE PROPERTIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
| September 30, | December 31, | ||||||||||
| 2020 | 2019 | ||||||||||
| ASSETS | |||||||||||
| Real estate, at cost: | |||||||||||
| Land | $ | 527,749 | $ | 515,621 | |||||||
| Buildings and improvements | 2,332,337 | 2,197,076 | |||||||||
| Construction in progress | 42,779 | 28,522 | |||||||||
| Furniture, fixtures and equipment | 7,199 | 7,566 | |||||||||
| Total | 2,910,064 | 2,748,785 | |||||||||
| Accumulated depreciation and amortization | (719,755) | (671,946) | |||||||||
| Real estate, net | 2,190,309 | 2,076,839 | |||||||||
| Right-of-use assets | 77,183 | 81,768 | |||||||||
| Cash and cash equivalents | 646,432 | 432,954 | |||||||||
| Restricted cash | 24,564 | 52,182 | |||||||||
| Tenant and other receivables | 24,376 | 21,565 | |||||||||
| Receivable arising from the straight-lining of rents | 64,171 | 73,878 | |||||||||
| Identified intangible assets, net of accumulated amortization of $35,057 and $30,942, respectively | 54,870 | 48,121 | |||||||||
| Deferred leasing costs, net of accumulated amortization of $17,054 and $16,560, respectively | 19,618 | 21,474 | |||||||||
| Deferred financing costs, net of accumulated amortization of $4,540 and $3,765, respectively | 3,625 | 3,877 | |||||||||
| Prepaid expenses and other assets | 29,167 | 33,700 | |||||||||
| Total assets | $ | 3,134,315 | $ | 2,846,358 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Liabilities: | |||||||||||
| Mortgages payable, net | $ | 1,590,304 | $ | 1,546,195 | |||||||
| Unsecured credit facility borrowings | 250,000 | — | |||||||||
| Lease liabilities | 75,965 | 79,913 | |||||||||
| Accounts payable, accrued expenses and other liabilities | 68,396 | 76,644 | |||||||||
| Identified intangible liabilities, net of accumulated amortization of $69,368 and $62,610, respectively | 125,766 | 128,830 | |||||||||
| Total liabilities | 2,110,431 | 1,831,582 | |||||||||
| Commitments and contingencies | |||||||||||
| Shareholders’ equity: | |||||||||||
| Common shares: $0.01 par value; 500,000,000 shares authorized and 116,701,311 and 121,370,125 shares issued and outstanding, respectively | 1,166 | 1,213 | |||||||||
| Additional paid-in capital | 987,436 | 1,019,149 | |||||||||
| Accumulated deficit | (4,593) | (52,546) | |||||||||
| Noncontrolling interests: | |||||||||||
| Operating partnership | 39,451 | 46,536 | |||||||||
| Consolidated subsidiaries | 424 | 424 | |||||||||
| Total equity | 1,023,884 | 1,014,776 | |||||||||
| Total liabilities and equity | $ | 3,134,315 | $ | 2,846,358 | |||||||
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URBAN EDGE PROPERTIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share and per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||
| REVENUE | |||||||||||||||||||||||
| Rental revenue | $ | 75,359 | $ | 90,769 | $ | 241,624 | $ | 289,565 | |||||||||||||||
| Management and development fees | 404 | 280 | 1,003 | 940 | |||||||||||||||||||
| Other income | 75 | 194 | 190 | 1,217 | |||||||||||||||||||
| Total revenue | 75,838 | 91,243 | 242,817 | 291,722 | |||||||||||||||||||
| EXPENSES | |||||||||||||||||||||||
| Depreciation and amortization | 22,888 | 21,496 | 69,658 | 65,893 | |||||||||||||||||||
| Real estate taxes | 14,916 | 14,490 | 44,778 | 45,188 | |||||||||||||||||||
| Property operating | 13,436 | 14,075 | 39,867 | 45,552 | |||||||||||||||||||
| General and administrative | 8,700 | 8,353 | 36,600 | 28,943 | |||||||||||||||||||
| Casualty and impairment loss, net | — | — | — | 9,070 | |||||||||||||||||||
| Lease expense | 3,415 | 3,486 | 10,200 | 11,037 | |||||||||||||||||||
| Total expenses | 63,355 | 61,900 | 201,103 | 205,683 | |||||||||||||||||||
| Gain on sale of real estate | — | 39,716 | 39,775 | 68,219 | |||||||||||||||||||
| Gain on sale of lease | — | 1,849 | — | 1,849 | |||||||||||||||||||
| Interest income | 282 | 2,706 | 2,387 | 7,670 | |||||||||||||||||||
| Interest and debt expense | (18,136) | (16,861) | (53,884) | (49,869) | |||||||||||||||||||
| Gain on extinguishment of debt | — | — | 34,908 | — | |||||||||||||||||||
| Income (loss) before income taxes | (5,371) | 56,753 | 64,900 | 113,908 | |||||||||||||||||||
| Income tax (expense) benefit | (459) | (53) | 13,103 | (1,249) | |||||||||||||||||||
| Net income (loss) | (5,830) | 56,700 | 78,003 | 112,659 | |||||||||||||||||||
| Less net (income) loss attributable to noncontrolling interests in: | |||||||||||||||||||||||
| Operating partnership | 225 | (2,662) | (3,373) | (6,535) | |||||||||||||||||||
| Consolidated subsidiaries | — | 2 | — | 24 | |||||||||||||||||||
| Net income (loss) attributable to common shareholders | $ | (5,605) | $ | 54,040 | $ | 74,630 | $ | 106,148 | |||||||||||||||
| Earnings (loss) per common share - Basic: | $ | (0.05) | $ | 0.45 | $ | 0.63 | $ | 0.89 | |||||||||||||||
| Earnings (loss) per common share - Diluted: | $ | (0.05) | $ | 0.45 | $ | 0.63 | $ | 0.89 | |||||||||||||||
| Weighted average shares outstanding - Basic | 116,625 | 121,087 | 118,033 | 119,259 | |||||||||||||||||||
| Weighted average shares outstanding - Diluted | 116,625 | 121,183 | 118,111 | 126,489 | |||||||||||||||||||
7
Reconciliation of Net Income (Loss) to FFO and FFO as Adjusted
The following table reflects the reconciliation of net income (loss) to FFO and FFO as Adjusted for the three and nine months ended September 30, 2020 and 2019, respectively. Net income (loss) is considered the most directly comparable GAAP measure. Refer to "Non-GAAP Financial Measures" on page 3 for a description of FFO and FFO as Adjusted.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||
| Net income (loss) | $ | (5,830) | $ | 56,700 | $ | 78,003 | $ | 112,659 | |||||||||||||||
| Less net (income) loss attributable to noncontrolling interests in: | |||||||||||||||||||||||
| Operating partnership | 225 | (2,662) | (3,373) | (6,535) | |||||||||||||||||||
| Consolidated subsidiaries | — | 2 | — | 24 | |||||||||||||||||||
| Net income (loss) attributable to common shareholders | (5,605) | 54,040 | 74,630 | 106,148 | |||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Rental property depreciation and amortization | 22,710 | 21,262 | 69,102 | 65,233 | |||||||||||||||||||
| Gain on sale of real estate | — | (39,716) | (39,775) | (68,219) | |||||||||||||||||||
| Real estate impairment loss | — | — | — | 22,653 | |||||||||||||||||||
| Limited partnership interests in operating partnership | (225) | 2,662 | 3,373 | 6,535 | |||||||||||||||||||
| FFO Applicable to diluted common shareholders | 16,880 | 38,248 | 107,330 | 132,350 | |||||||||||||||||||
FFO per diluted common share(1) | 0.14 | 0.30 | 0.87 | 1.05 | |||||||||||||||||||
| Adjustments to FFO: | |||||||||||||||||||||||
| Write-off of receivables arising from the straight-lining of rents | 4,656 | — | 10,704 | — | |||||||||||||||||||
Tax impact of Puerto Rico transactions(2) | 1,205 | — | (12,161) | — | |||||||||||||||||||
| Transaction, severance and other expenses | 77 | 167 | 1,368 | 951 | |||||||||||||||||||
| Gain on extinguishment of debt | — | — | (34,908) | — | |||||||||||||||||||
Executive transition costs(3) | — | — | 7,152 | 375 | |||||||||||||||||||
| Casualty gain, net | — | — | — | (13,583) | |||||||||||||||||||
| Gain on sale of lease | — | (1,849) | — | (1,849) | |||||||||||||||||||
Impact from tenant bankruptcies(4) | — | — | — | (7,366) | |||||||||||||||||||
| Tax impact from Hurricane Maria | — | — | — | 1,111 | |||||||||||||||||||
| Tenant bankruptcy settlement income | — | (63) | — | (925) | |||||||||||||||||||
| FFO as Adjusted applicable to diluted common shareholders | $ | 22,818 | $ | 36,503 | $ | 79,485 | $ | 111,064 | |||||||||||||||
FFO as Adjusted per diluted common share(1) | $ | 0.19 | $ | 0.29 | $ | 0.65 | $ | 0.88 | |||||||||||||||
Weighted Average diluted common shares(1) | 121,378 | 126,374 | 123,174 | 126,490 | |||||||||||||||||||
(1) Weighted average diluted shares used to calculate FFO per share and FFO as Adjusted per share for the three and nine months ended September 30, 2020 and September 30, 2019, respectively are higher than the GAAP weighted average diluted shares as a result of the dilutive impact of LTIP and OP units which may be redeemed for our common shares.
(2) Amount for the three months ended September 30, 2020 reflects $1.7 million of income tax expense as a result of the gain on extinguishment of debt associated with the refinancing transaction that occurred at the Company's mall in Puerto Rico, The Outlets at Montehiedra, offset by $0.5 million of income tax benefit attributable to the write-off of receivables arising from the straight-lining of rents. The amount for the nine months ended September 30, 2020 includes these amounts and reflects the income tax benefit associated with the refinancing transaction that occurred at the Company's mall in Puerto Rico in June 2020.
(3) Amount for the nine months ended September 30, 2020 reflects costs associated with the termination of the Company's former President of Development. Amount for the nine months ended September 30, 2019 reflects costs associated with the retirement of the Company's former Chief Operating Officer.
(4) Amount for the nine months ended September 30, 2019 reflects a write-off of the below-market intangible liability connected with the rejection of our Kmart lease in Huntington, NY.
8
Reconciliation of Net Income (Loss) to NOI and Same-Property NOI
The following table reflects the reconciliation of net income (loss) to NOI, same-property NOI and same-property NOI including properties in redevelopment for the three and nine months ended September 30, 2020 and 2019, respectively. Net income (loss) is considered the most directly comparable GAAP measure. Refer to "Non-GAAP Financial Measures" on page 3 for a description of NOI and same-property NOI.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (Amounts in thousands) | 2020 | 2019 | 2020 | 2019 | |||||||||||||||||||
| Net income (loss) | $ | (5,830) | $ | 56,700 | $ | 78,003 | $ | 112,659 | |||||||||||||||
| Management and development fee income from non-owned properties | (404) | (280) | (1,003) | (940) | |||||||||||||||||||
| Other expense | 257 | 251 | 713 | 799 | |||||||||||||||||||
| Depreciation and amortization | 22,888 | 21,496 | 69,658 | 65,893 | |||||||||||||||||||
| General and administrative expense | 8,700 | 8,353 | 36,600 | 28,943 | |||||||||||||||||||
Casualty and impairment loss, net(1) | — | — | — | 9,070 | |||||||||||||||||||
| Gain on sale of real estate | — | (39,716) | (39,775) | (68,219) | |||||||||||||||||||
| Gain on sale of lease | — | (1,849) | — | (1,849) | |||||||||||||||||||
| Interest income | (282) | (2,706) | (2,387) | (7,670) | |||||||||||||||||||
| Interest and debt expense | 18,136 | 16,861 | 53,884 | 49,869 | |||||||||||||||||||
| Gain on extinguishment of debt | — | — | (34,908) | — | |||||||||||||||||||
| Income tax expense (benefit) | 459 | 53 | (13,103) | 1,249 | |||||||||||||||||||
| Non-cash revenue and expenses | 2,095 | (1,790) | 3,338 | (12,953) | |||||||||||||||||||
NOI(2) | 46,019 | 57,373 | 151,020 | 176,851 | |||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||
Non-same property NOI(3) | (2,285) | (2,559) | (8,561) | (10,981) | |||||||||||||||||||
| Tenant bankruptcy settlement income and lease termination income | (251) | (374) | (758) | (1,553) | |||||||||||||||||||
| Same-property NOI | $ | 43,483 | $ | 54,440 | $ | 141,701 | $ | 164,317 | |||||||||||||||
| NOI related to properties being redeveloped | 702 | 658 | 2,055 | 1,793 | |||||||||||||||||||
| Same-property NOI including properties in redevelopment | $ | 44,185 | $ | 55,098 | $ | 143,756 | $ | 166,110 | |||||||||||||||
(1) The nine months ended September 30, 2019 reflect real estate impairment losses, offset by insurance proceeds for Hurricane Maria at our two malls in Puerto Rico and for tornado damage at our shopping center in Wilkes-Barre, PA.
(2) The Company has historically defined this metric as “Cash NOI.” There have been no changes to the calculation.
(3) Non-same property NOI includes NOI related to properties being redeveloped and properties acquired or disposed in the period.
9
Reconciliation of Net Income (Loss) to EBITDAre and Adjusted EBITDAre
The following table reflects the reconciliation of net income (loss) to EBITDAre and Adjusted EBITDAre for the three and nine months ended September 30, 2020 and 2019, respectively. Net income (loss) is considered the most directly comparable GAAP measure. Refer to "Non-GAAP Financial Measures" on page 3 for a description of EBITDAre and Adjusted EBITDAre.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (Amounts in thousands) | 2020 | 2019 | 2020 | 2019 | |||||||||||||||||||
| Net income (loss) | $ | (5,830) | $ | 56,700 | $ | 78,003 | $ | 112,659 | |||||||||||||||
| Depreciation and amortization | 22,888 | 21,496 | 69,658 | 65,893 | |||||||||||||||||||
| Interest and debt expense | 18,136 | 16,861 | 53,884 | 49,869 | |||||||||||||||||||
| Income tax expense (benefit) | 459 | 53 | (13,103) | 1,249 | |||||||||||||||||||
| Gain on sale of real estate | — | (39,716) | (39,775) | (68,219) | |||||||||||||||||||
| Real estate impairment loss | — | — | — | 22,653 | |||||||||||||||||||
| EBITDAre | 35,653 | 55,394 | 148,667 | 184,104 | |||||||||||||||||||
| Adjustments for Adjusted EBITDAre: | |||||||||||||||||||||||
| Write-off of receivable arising from the straight-lining of rents | 4,656 | — | 10,704 | — | |||||||||||||||||||
| Transaction, severance and other expenses | 77 | 167 | 1,368 | 951 | |||||||||||||||||||
| Gain on extinguishment of debt | — | — | (34,908) | — | |||||||||||||||||||
Executive transition costs(1) | — | — | 7,152 | 375 | |||||||||||||||||||
| Casualty gain, net | — | — | — | (13,583) | |||||||||||||||||||
Impact from tenant bankruptcies(1) | — | — | — | (7,366) | |||||||||||||||||||
| Gain on sale of lease | — | (1,849) | — | (1,849) | |||||||||||||||||||
| Tenant bankruptcy settlement income | — | (63) | — | (925) | |||||||||||||||||||
| Adjusted EBITDAre | $ | 40,386 | $ | 53,649 | $ | 132,983 | $ | 161,707 | |||||||||||||||
(1) Refer to footnotes on page 8, Reconciliation of Net Income (Loss) to FFO and FFO as Adjusted, for the adjustments included in these line items.
10
Exhibit 99.2
| URBAN EDGE PROPERTIES | ||
| SUPPLEMENTAL DISCLOSURE | ||
| PACKAGE | ||
| September 30, 2020 | ||
| Urban Edge Properties | ||
| 888 7th Avenue, New York, NY 10019 | ||
| NY Office: 212-956-2556 | ||
| www.uedge.com | ||
| URBAN EDGE PROPERTIES | |||||
| SUPPLEMENTAL DISCLOSURE | |||||
| September 30, 2020 | |||||
| (unaudited) | |||||
| TABLE OF CONTENTS | |||||
| Page | |||||
| Press Release | |||||
| Third Quarter 2020 Earnings Press Release | 1 | ||||
| Overview | |||||
| Summary Financial Results and Ratios | 10 | ||||
| Consolidated Financial Statements | |||||
| Consolidated Balance Sheets | 11 | ||||
| Consolidated Statements of Income | 12 | ||||
| Non-GAAP Financial Measures and Supplemental Data | |||||
| Supplemental Schedule of Net Operating Income | 13 | ||||
| Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate (EBITDAre) | 14 | ||||
| Funds from Operations | 15 | ||||
| Market Capitalization, Debt Ratios and Liquidity | 16 | ||||
| Additional Disclosures | 17 | ||||
| Leasing Data | |||||
| Tenant Concentration - Top Twenty-Five Tenants | 18 | ||||
| Leasing Activity | 19 | ||||
| Retail Portfolio Lease Expiration Schedules | 20 | ||||
| Property Data | |||||
| Property Status Report | 22 | ||||
| Property Acquisitions and Dispositions | 25 | ||||
| Development, Redevelopment and Anchor Repositioning Projects | 26 | ||||
| Debt Schedules | |||||
| Debt Summary | 28 | ||||
| Mortgage Debt Summary | 29 | ||||
| Debt Maturity Schedule | 30 | ||||
| COVID-19 Disclosure | 31 | ||||
| ||||||||
| Urban Edge Properties | For additional information: | |||||||
| 888 Seventh Avenue | Mark Langer, EVP and | |||||||
| New York, NY 10019 | Chief Financial Officer | |||||||
| 212-956-2556 | ||||||||
| FOR IMMEDIATE RELEASE: | ||||||||
| Urban Edge Properties Reports Third Quarter 2020 Results | ||||||||
NEW YORK, NY, November 5, 2020 - Urban Edge Properties (NYSE: UE) (the "Company") today announced its results for the quarter ended September 30, 2020.
Financial Results(1)(2)
•Reported a net loss of $5.8 million, or $(0.05) per diluted share, for the third quarter of 2020 compared to net income of $56.7 million, or $0.45 per diluted share, for the third quarter of 2019 and generated net income of $78.0 million, or $0.63 per diluted share, for the nine months ended September 30, 2020 compared to $112.7 million, or $0.89 per diluted share, for the nine months ended September 30, 2019.
•Generated Funds from Operations applicable to diluted common shareholders ("FFO") of $16.9 million, or $0.14 per share, for the quarter compared to $38.2 million, or $0.30 per share, for the third quarter of 2019 and $107.3 million, or $0.87 per share, for the nine months ended September 30, 2020 compared to $132.4 million, or $1.05 per share, for the nine months ended September 30, 2019.
•Generated FFO as Adjusted of $22.8 million, or $0.19 per share, for the quarter compared to $36.5 million, or $0.29 per share, for the third quarter of 2019 and $79.5 million, or $0.65 per share, for the nine months ended September 30, 2020 compared to $111.1 million, or $0.88 per share, for the nine months ended September 30, 2019.
Operating Results(1)(3)
•Reported a decline of 19.8% in same-property Net Operating Income ("NOI"), including properties in redevelopment, compared to the third quarter of 2019 and a decline of 13.5% compared to the nine months ended September 30, 2019. Results for the third quarter and nine months ended September 30, 2020 were negatively impacted by rental revenue deemed uncollectible of $11.5 million and $25.1 million, respectively, primarily due to the COVID-19 pandemic.
•Reported a decline of 20.1% in same-property NOI, excluding properties in redevelopment, compared to the third quarter of 2019 and a decline of 13.8% compared to the nine months ended September 30, 2019. Results for the third quarter and nine months ended September 30, 2020 were negatively impacted by rental revenue deemed uncollectible of $11.5 million and $25.0 million, respectively, primarily due to the COVID-19 pandemic.
•Increased same-property occupancy to 93.0%, up 40 basis points compared to June 30, 2020 and up 30 basis points compared to September 30, 2019.
•Increased consolidated occupancy to 92.9%, up 50 basis points compared to June 30, 2020 and up 30 basis points compared to September 30, 2019.
•Executed 16 new leases, renewals and options totaling 311,000 square feet ("sf") during the quarter. Generated average rent spreads of 20.4% on a GAAP basis and 16.1% on a cash basis on same-space leases totaling 163,000 sf.
•The Company has approximately $9.0 million of future annual gross rent from leases executed but not rent commenced, which represent an increase of approximately 2% in annual gross rent.
Balance Sheet and Liquidity(1)(4)(5)
The Company continues to maintain one of the strongest and most liquid balance sheets in the sector.
Balance sheet highlights as of September 30, 2020, include:
•Total liquidity of approximately $1 billion, comprising $671 million of cash on hand and $350 million available under our revolving credit agreement.
•$250 million drawn on $600 million revolving credit facility, which does not mature until 2024. This balance was fully repaid on November 4, 2020.
•Total market capitalization of approximately $3.0 billion, comprised of 121.4 million fully-diluted common shares valued at $1.2 billion and $1.9 billion of debt.
•Net debt to total market capitalization of 39%.
1
Development and Redevelopment
The Company executed a lease with AAA Wholesale Group at its property in Lodi, NJ and commenced a $15.4 million redevelopment project to convert the building into a 130,000 sf high-bay warehouse. The building will serve as a wholesale membership club supplying smaller grocery stores, delis, and convenience stores with grocery products, deli supplies, beverages, cleaning supplies and other household items. In addition, approximately 30,000 sf of the space will be allocated to a retail store for walk-in customers.
The Company also commenced a $17.5 million redevelopment project in connection with executing a lease at Broomall Commons in Broomall, PA to retenant the former Giant Food space with national retailers.
Subsequent to quarter-end, the Company executed leases with Walgreens and Global Mattress to occupy a new pad aggregating 14,000 sf that will be constructed adjacent to The Outlets at Montehiedra, with an expected opening in the fourth quarter of 2021.
The Company has $132.4 million of active redevelopment projects under way, of which $91.3 million remains to be funded. These projects are expected to generate an approximate 8% unleveraged yield.
Financing and Investing Activities
On August 6, 2020, the Company obtained a $7.3 million,10-year non-recourse mortgage loan at a rate of 3.15% on its property in Montclair, NJ.
Dividend Policy
As a result of COVID-19 and the ongoing uncertainties it has generated regarding tenant reopening dates, rent collections and the long-term impact on free cash-flow, the Company has temporarily suspended quarterly dividends. The Company’s Board of Trustees will continue to monitor the Company’s financial performance and economic outlook and intends to reinstate a regular quarterly dividend of at least the amount required to continue qualifying as a REIT for US federal income tax purposes. The Company’s Board of Trustees is expected to announce the new dividend policy prior to year-end.
COVID-19 Business Update
The Company's collection rate has continued to improve since April. As of November 3, 2020, the Company collected 86% of gross rent for October, 83% for the third quarter and 77% for the second quarter. Approximately 97% of the portfolio, as measured by annualized base rent ("ABR"), is open for business as of November 3, 2020. Additional information related to the COVID-19 pandemic is included in this quarterly supplemental disclosure package beginning on page 31.
(1) Refer to "Non-GAAP Financial Measures" and "Operating Metrics" for definitions and additional detail.
(2) Refer to page 5 for a reconciliation of net income (loss) to FFO and FFO as Adjusted for the quarter ended September 30, 2020.
(3) Refer to page 6 for a reconciliation of net income (loss) to NOI and Same-Property NOI for the quarter ended September 30, 2020.
(4) Net debt as of September 30, 2020 is calculated as total consolidated debt of $1.9 billion less total cash and cash equivalents, including restricted cash, of $671 million.
(5) Refer to page 16 for the calculation of market capitalization as of September 30, 2020.
2
Non-GAAP Financial Measures
The Company uses certain non-GAAP performance measures, in addition to the primary GAAP presentations, as we believe these measures improve the understanding of the Company's operational results. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP performance measures to determine how best to provide relevant information to the investing public, and thus such reported measures are subject to change. The Company's non-GAAP performance measures have limitations as they do not include all items of income and expense that affect operations, and accordingly, should always be considered as supplemental financial results. Additionally, the Company's computation of non-GAAP metrics may not be comparable to similarly titled non-GAAP metrics reported by other REITs or real estate companies that define these metrics differently and, as a result, it is important to understand the manner in which the Company defines and calculates each of its non-GAAP metrics. The following non-GAAP measures are commonly used by the Company and investing public to understand and evaluate our operating results and performance:
•FFO: The Company believes FFO is a useful, supplemental measure of its operating performance that is a recognized metric used extensively by the real estate industry and, in particular real estate investment trusts ("REITs"). FFO, as defined by the National Association of Real Estate Investment Trusts ("Nareit") and the Company, is net income (computed in accordance with GAAP), excluding gains (or losses) from sales of depreciable real estate and land when connected to the main business of a REIT, impairments on depreciable real estate or land related to a REIT's main business and rental property depreciation and amortization expense. The Company believes that financial analysts, investors and shareholders are better served by the presentation of comparable period operating results generated from FFO primarily because it excludes the assumption that the value of real estate assets diminishes predictably. FFO does not represent cash flows from operating activities in accordance with GAAP, should not be considered an alternative to net income as an indication of our performance, and is not indicative of cash flow as a measure of liquidity or our ability to make cash distributions.
•FFO as Adjusted: The Company provides disclosure of FFO as Adjusted because it believes it is a useful supplemental measure of its core operating performance that facilitates comparability of historical financial periods. FFO as Adjusted is calculated by making certain adjustments to FFO to account for items the Company does not believe are representative of ongoing core operating results, including non-comparable revenues and expenses. The Company's method of calculating FFO as Adjusted may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
•NOI: The Company uses NOI internally to make investment and capital allocation decisions and to compare the unlevered performance of our properties to our peers. The Company believes NOI is useful to investors as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and disposition activity on an unleveraged basis, providing perspective not immediately apparent from net income. The Company calculates NOI using net income as defined by GAAP reflecting only those income and expense items that are incurred at the property level, adjusted for non-cash rental income and expense, and income or expenses that we do not believe are representative of ongoing operating results, if any. In addition, the Company uses NOI margin, calculated as NOI divided by total revenue, which the Company believes is useful to investors for similar reasons. The Company has historically defined this metric as "Cash NOI." There have been no changes to the calculation of this metric. However, the Company has decided to refer to this metric as "NOI" instead of "Cash NOI" to further clarify that, consistent with the definition of this metric, the revenue and expenses reflected in this metric include some accrued amounts and are not limited to amounts for which the Company actually received or made cash payment during the applicable period.
•Same-property NOI: The Company provides disclosure of NOI on a same-property basis, which includes the results of properties that were owned and operated for the entirety of the reporting periods being compared, which total 74 properties for the three months ended September 30, 2020 and 2019 and 73 properties for the nine months ended September 30, 2020 and 2019. Information provided on a same-property basis excludes properties under development, redevelopment or that involve anchor repositioning where a substantial portion of the gross leasable area ("GLA") is taken out of service and also excludes properties acquired or sold during the periods being compared. As such, same-property NOI assists in eliminating disparities in net income due to the development, redevelopment, acquisition or disposition of properties during the periods presented, and thus provides a more consistent performance measure for the comparison of the operating performance of the Company's properties. While there is judgment surrounding changes in designations, a property is removed from the same-property pool when it is designated as a redevelopment property because it is undergoing significant renovation or retenanting pursuant to a formal
3
plan that is expected to have a significant impact on its operating income. A development or redevelopment property is moved back to the same-property pool once a substantial portion of the NOI growth expected from the development or redevelopment is reflected in both the current and comparable prior year period, generally one year after at least 80% of the expected NOI from the project is realized on a cash basis. Acquisitions are moved into the same-property pool once we have owned the property for the entirety of the comparable periods and the property is not under significant development or redevelopment. The Company has also provided disclosure of NOI on a same-property basis adjusted to include redevelopment properties. Same-property NOI may include other adjustments as detailed in the Reconciliation of Net Income (Loss) to NOI and same-property NOI included in the tables accompanying this press release. The Company has historically defined this metric as "same-property Cash NOI." There have been no changes to the calculation of this metric. The Company has decided to refer to this metric as "same-property NOI" for the same reasons discussed above under "NOI," which we had historically defined as "Cash NOI."
•EBITDAre and Adjusted EBITDAre: EBITDAre and Adjusted EBITDAre are supplemental, non-GAAP measures utilized by us in various financial ratios. The White Paper on EBITDAre, approved by Nareit's Board of Governors in September 2017, defines EBITDAre as net income (computed in accordance with GAAP), adjusted for interest expense, income tax expense, depreciation and amortization, losses and gains on the disposition of depreciated property, impairment write-downs of depreciated property and investments in unconsolidated joint ventures, and adjustments to reflect the entity's share of EBITDAre of unconsolidated joint ventures. EBITDAre and Adjusted EBITDAre are presented to assist investors in the evaluation of REITs, as a measure of the Company's operational performance as they exclude various items that do not relate to or are not indicative of our operating performance and because they approximate key performance measures in our debt covenants. Accordingly, the Company believes that the use of EBITDAre and Adjusted EBITDAre, as opposed to income before income taxes, in various ratios provides meaningful performance measures related to the Company's ability to meet various coverage tests for the stated periods. Adjusted EBITDAre may include other adjustments not indicative of operating results as detailed in the Reconciliation of Net Income (Loss) to EBITDAre and Adjusted EBITDAre included in the tables accompanying this press release. The Company also presents the ratio of net debt (net of cash) to annualized Adjusted EBITDAre as of September 30, 2020, and net debt (net of cash) to total market capitalization, which it believes is useful to investors as a supplemental measure in evaluating the Company's balance sheet leverage. The presentation of EBITDAre and Adjusted EBITDAre is consistent with EBITDA and Adjusted EBITDA as presented in prior periods.
The Company believes net income is the most directly comparable GAAP financial measure to the non-GAAP performance measures outlined above. Reconciliations of these measures to net income have been provided in the tables accompanying this press release.
Operating Metrics
The Company presents certain operating metrics related to our properties, including occupancy, leasing activity and rental rates. Operating metrics are used by the Company and are useful to investors in facilitating an understanding of the operational performance for our properties.
Occupancy metrics represent the percentage of occupied gross leasable area based on executed leases (including properties in development and redevelopment) and include leases signed, but for which rent has not yet commenced. Same-property portfolio occupancy includes properties that have been owned and operated for the entirety of the reporting periods being compared, which total 74 properties for the three months ended September 30, 2020 and 2019 and 73 properties for the nine months ended September 30, 2020 and 2019. Occupancy metrics presented for the Company's same-property portfolio excludes properties under development, redevelopment or that involve anchor repositioning where a substantial portion of the gross leasable area is taken out of service and also excludes properties acquired within the past 12 months or properties sold during the periods being compared.
Executed new leases, renewals and exercised options are presented on a same-space basis. Same-space leases represent those leases signed on spaces for which there was a previous lease.
4
Reconciliation of Net Income (Loss) to FFO and FFO as Adjusted
The following table reflects the reconciliation of net income (loss) to FFO and FFO as Adjusted for the three and nine months ended September 30, 2020 and 2019, respectively. Net income (loss) is considered the most directly comparable GAAP measure. Refer to "Non-GAAP Financial Measures" on page 3 for a description of FFO and FFO as Adjusted.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||
| Net income (loss) | $ | (5,830) | $ | 56,700 | $ | 78,003 | $ | 112,659 | |||||||||||||||
| Less net (income) loss attributable to noncontrolling interests in: | |||||||||||||||||||||||
| Operating partnership | 225 | (2,662) | (3,373) | (6,535) | |||||||||||||||||||
| Consolidated subsidiaries | — | 2 | — | 24 | |||||||||||||||||||
| Net income (loss) attributable to common shareholders | (5,605) | 54,040 | 74,630 | 106,148 | |||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Rental property depreciation and amortization | 22,710 | 21,262 | 69,102 | 65,233 | |||||||||||||||||||
| Gain on sale of real estate | — | (39,716) | (39,775) | (68,219) | |||||||||||||||||||
| Real estate impairment loss | — | — | — | 22,653 | |||||||||||||||||||
| Limited partnership interests in operating partnership | (225) | 2,662 | 3,373 | 6,535 | |||||||||||||||||||
| FFO Applicable to diluted common shareholders | 16,880 | 38,248 | 107,330 | 132,350 | |||||||||||||||||||
FFO per diluted common share(1) | 0.14 | 0.30 | 0.87 | 1.05 | |||||||||||||||||||
| Adjustments to FFO: | |||||||||||||||||||||||
| Write-off of receivables arising from the straight-lining of rents | 4,656 | — | 10,704 | — | |||||||||||||||||||
Tax impact of Puerto Rico transactions(2) | 1,205 | — | (12,161) | — | |||||||||||||||||||
| Transaction, severance and other expenses | 77 | 167 | 1,368 | 951 | |||||||||||||||||||
| Gain on extinguishment of debt | — | — | (34,908) | — | |||||||||||||||||||
Executive transition costs(3) | — | — | 7,152 | 375 | |||||||||||||||||||
| Casualty gain, net | — | — | — | (13,583) | |||||||||||||||||||
| Gain on sale of lease | — | (1,849) | — | (1,849) | |||||||||||||||||||
Impact from tenant bankruptcies(4) | — | — | — | (7,366) | |||||||||||||||||||
| Tax impact from Hurricane Maria | — | — | — | 1,111 | |||||||||||||||||||
| Tenant bankruptcy settlement income | — | (63) | — | (925) | |||||||||||||||||||
| FFO as Adjusted applicable to diluted common shareholders | $ | 22,818 | $ | 36,503 | $ | 79,485 | $ | 111,064 | |||||||||||||||
FFO as Adjusted per diluted common share(1) | $ | 0.19 | $ | 0.29 | $ | 0.65 | $ | 0.88 | |||||||||||||||
Weighted Average diluted common shares(1) | 121,378 | 126,374 | 123,174 | 126,490 | |||||||||||||||||||
(1) Weighted average diluted shares used to calculate FFO per share and FFO as Adjusted per share for the three and nine months ended September 30, 2020 and September 30, 2019, respectively are higher than the GAAP weighted average diluted shares as a result of the dilutive impact of LTIP and OP units which may be redeemed for our common shares.
(2) Amount for the three months ended September 30, 2020 reflects $1.7 million of income tax expense as a result of the gain on extinguishment of debt associated with the refinancing transaction that occurred at the Company's mall in Puerto Rico, The Outlets at Montehiedra, offset by $0.5 million of income tax benefit attributable to the write-off of receivables arising from the straight-lining of rents. The amount for the nine months ended September 30, 2020 includes these amounts and reflects the income tax benefit associated with the refinancing transaction that occurred at the Company's mall in Puerto Rico in June 2020.
(3) Amount for the nine months ended September 30, 2020 reflects costs associated with the termination of the Company's former President of Development. Amount for the nine months ended September 30, 2019 reflects costs associated with the retirement of the Company's former Chief Operating Officer.
(4) Amount for the nine months ended September 30, 2019 reflects a write-off of the below-market intangible liability connected with the rejection of our Kmart lease in Huntington, NY.
5
Reconciliation of Net Income (Loss) to NOI and Same-Property NOI
The following table reflects the reconciliation of net income (loss) to NOI, same-property NOI and same-property NOI including properties in redevelopment for the three and nine months ended September 30, 2020 and 2019, respectively. Net income (loss) is considered the most directly comparable GAAP measure. Refer to "Non-GAAP Financial Measures" on page 3 for a description of NOI and same-property NOI.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (Amounts in thousands) | 2020 | 2019 | 2020 | 2019 | |||||||||||||||||||
| Net income (loss) | $ | (5,830) | $ | 56,700 | $ | 78,003 | $ | 112,659 | |||||||||||||||
| Management and development fee income from non-owned properties | (404) | (280) | (1,003) | (940) | |||||||||||||||||||
| Other expense | 257 | 251 | 713 | 799 | |||||||||||||||||||
| Depreciation and amortization | 22,888 | 21,496 | 69,658 | 65,893 | |||||||||||||||||||
| General and administrative expense | 8,700 | 8,353 | 36,600 | 28,943 | |||||||||||||||||||
Casualty and impairment loss, net(1) | — | — | — | 9,070 | |||||||||||||||||||
| Gain on sale of real estate | — | (39,716) | (39,775) | (68,219) | |||||||||||||||||||
| Gain on sale of lease | — | (1,849) | — | (1,849) | |||||||||||||||||||
| Interest income | (282) | (2,706) | (2,387) | (7,670) | |||||||||||||||||||
| Interest and debt expense | 18,136 | 16,861 | 53,884 | 49,869 | |||||||||||||||||||
| Gain on extinguishment of debt | — | — | (34,908) | — | |||||||||||||||||||
| Income tax expense (benefit) | 459 | 53 | (13,103) | 1,249 | |||||||||||||||||||
| Non-cash revenue and expenses | 2,095 | (1,790) | 3,338 | (12,953) | |||||||||||||||||||
NOI(2) | 46,019 | 57,373 | 151,020 | 176,851 | |||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||
Non-same property NOI(3) | (2,285) | (2,559) | (8,561) | (10,981) | |||||||||||||||||||
| Tenant bankruptcy settlement income and lease termination income | (251) | (374) | (758) | (1,553) | |||||||||||||||||||
| Same-property NOI | $ | 43,483 | $ | 54,440 | $ | 141,701 | $ | 164,317 | |||||||||||||||
| NOI related to properties being redeveloped | 702 | 658 | 2,055 | 1,793 | |||||||||||||||||||
| Same-property NOI including properties in redevelopment | $ | 44,185 | $ | 55,098 | $ | 143,756 | $ | 166,110 | |||||||||||||||
(1) The nine months ended September 30, 2019 reflect real estate impairment losses, offset by insurance proceeds for Hurricane Maria at our two malls in Puerto Rico and for tornado damage at our shopping center in Wilkes-Barre, PA.
(2) The Company has historically defined this metric as “Cash NOI.” There have been no changes to the calculation.
(3) Non-same property NOI includes NOI related to properties being redeveloped and properties acquired or disposed in the period.
6
Reconciliation of Net Income (Loss) to EBITDAre and Adjusted EBITDAre
The following table reflects the reconciliation of net income (loss) to EBITDAre and Adjusted EBITDAre for the three and nine months ended September 30, 2020 and 2019, respectively. Net income (loss) is considered the most directly comparable GAAP measure. Refer to "Non-GAAP Financial Measures" on page 3 for a description of EBITDAre and Adjusted EBITDAre.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (Amounts in thousands) | 2020 | 2019 | 2020 | 2019 | |||||||||||||||||||
| Net income (loss) | $ | (5,830) | $ | 56,700 | $ | 78,003 | $ | 112,659 | |||||||||||||||
| Depreciation and amortization | 22,888 | 21,496 | 69,658 | 65,893 | |||||||||||||||||||
| Interest and debt expense | 18,136 | 16,861 | 53,884 | 49,869 | |||||||||||||||||||
| Income tax expense (benefit) | 459 | 53 | (13,103) | 1,249 | |||||||||||||||||||
| Gain on sale of real estate | — | (39,716) | (39,775) | (68,219) | |||||||||||||||||||
| Real estate impairment loss | — | — | — | 22,653 | |||||||||||||||||||
| EBITDAre | 35,653 | 55,394 | 148,667 | 184,104 | |||||||||||||||||||
| Adjustments for Adjusted EBITDAre: | |||||||||||||||||||||||
| Write-off of receivable arising from the straight-lining of rents | 4,656 | — | 10,704 | — | |||||||||||||||||||
| Transaction, severance and other expenses | 77 | 167 | 1,368 | 951 | |||||||||||||||||||
| Gain on extinguishment of debt | — | — | (34,908) | — | |||||||||||||||||||
Executive transition costs(1) | — | — | 7,152 | 375 | |||||||||||||||||||
| Casualty gain, net | — | — | — | (13,583) | |||||||||||||||||||
Impact from tenant bankruptcies(1) | — | — | — | (7,366) | |||||||||||||||||||
| Gain on sale of lease | — | (1,849) | — | (1,849) | |||||||||||||||||||
| Tenant bankruptcy settlement income | — | (63) | — | (925) | |||||||||||||||||||
| Adjusted EBITDAre | $ | 40,386 | $ | 53,649 | $ | 132,983 | $ | 161,707 | |||||||||||||||
(1) Refer to footnotes on page 5, Reconciliation of Net Income (Loss) to FFO and FFO as Adjusted, for the adjustments included in these line items.
7
ADDITIONAL INFORMATION
For a copy of the Company’s supplemental disclosure package, please access the "Investors" section of our website at www.uedge.com. Our website also includes other financial information, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports.
ABOUT URBAN EDGE
Urban Edge Properties is a NYSE listed real estate investment trust focused on managing, acquiring, developing, and redeveloping retail real estate in urban communities, primarily in the New York metropolitan region. Urban Edge owns 78 properties totaling 15.1 million square feet of gross leasable area.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this Press Release constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of future performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our actual future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “would,” “may” or other similar expressions in this Press Release. Many of the factors that will determine the outcome of forward-looking statements are beyond our ability to control or predict and include, among others: (i) the economic, political and social impact of, and uncertainty relating to, the COVID-19 pandemic, including (a) the effectiveness or lack of effectiveness of governmental relief in providing assistance to large and small businesses, particularly our retail tenants, that have suffered significant declines in revenues as a result of mandatory business shut-downs, “shelter-in-place” or “stay-at-home” orders and social distancing practices, as well as to individuals adversely impacted by the COVID-19 pandemic, (b) the duration of any such orders or other formal recommendations for social distancing and the speed and extent to which revenues of our retail tenants recover following the lifting of any such orders or recommendations, (c) the potential impact of any such events on the obligations of the Company’s tenants to make rent and other payments or honor other commitments under existing leases, (d) the potential adverse impact on returns from redevelopment projects, and (e) the broader impact of the severe economic contraction and increase in unemployment that has occurred in the short term and negative consequences that will occur if these trends are not quickly reversed; (ii) the loss or bankruptcy of major tenants, particularly in light of the adverse impact to the financial health of many retailers that has occurred and continues to occur as a result of the COVID-19 pandemic; (iii) the ability and willingness of the Company’s tenants to renew their leases with the Company upon expiration, the Company’s ability to re-lease its properties on the same or better terms, or at all, in the event of non-renewal or in the event the Company exercises its right to replace an existing tenant, particularly, in light of the adverse impact to the financial health of many retailers that has occurred and continues to occur as a result of the COVID-19 pandemic and the significant uncertainty as to when and the conditions under which potential tenants will be able to operate physical retail locations in future; (iv) the impact of e-commerce on our tenants’ business; (v) macroeconomic conditions, such as a disruption of, or lack of access to the capital markets, as well as the recent significant decline in the Company’s share price from prices prior to the spread of the COVID-19 pandemic; (vi) the Company’s success in implementing its business strategy and its ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions and investments; (vii) changes in general economic conditions or economic conditions in the markets in which the Company competes, and their effect on the Company’s revenues, earnings and funding sources, and on those of its tenants; (viii) increases in the Company’s borrowing costs as a result of changes in interest rates and other factors, including the potential phasing out of LIBOR after 2021; (ix) the Company’s ability to pay down, refinance, restructure or extend its indebtedness as it becomes due and potential limitations on the Company’s ability to borrow funds under its existing credit facility as a result of covenants relating to the Company’s financial results; (x) potentially higher costs associated with the Company’s development, redevelopment and anchor repositioning projects, and the Company’s ability to lease the properties at projected rates; (xi) the Company’s liability for environmental matters; (xii) damage to the Company’s properties from catastrophic weather and other natural events, and the physical effects of climate change; (xiii) the Company’s ability and willingness to maintain its qualification as a REIT in light of economic, market, legal, tax and other considerations; (xiv) information technology security breaches; and (xv) the loss of key executives. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see “Risk Factors” in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2019 and the other documents filed by the Company with the Securities and Exchange Commission.
For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this Press Release. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this Press Release.
8
| URBAN EDGE PROPERTIES | |||||||||||
| ADDITIONAL DISCLOSURES | |||||||||||
| As of September 30, 2020 | |||||||||||
Basis of Presentation
The information contained in the Supplemental Disclosure Package does not purport to disclose all items required by GAAP and is unaudited information. This Supplemental Disclosure Package should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2019 and the Quarterly Report on Form 10-Q for the quarter ended September 30, 2020. The results of operations of any property acquired are included in the Company's financial statements since the date of acquisition, although such properties may be excluded from certain metrics disclosed in this Supplemental Disclosure Package.
Non-GAAP Financial Measures and Forward-Looking Statements
For additional information regarding non-GAAP financial measures and forward-looking statements, please see pages 3 and 8 of this Supplemental Disclosure Package.
9
| URBAN EDGE PROPERTIES | ||||||||
| SUMMARY FINANCIAL RESULTS AND RATIOS | ||||||||
| For the three and nine months ended September 30, 2020 (unaudited) | ||||||||
| (in thousands, except per share, sf, rent psf and financial ratio data) | ||||||||
| Three months ended | Nine months ended | |||||||||||||
| Summary Financial Results | September 30, 2020 | September 30, 2020 | ||||||||||||
| Total revenue | $ | 75,838 | $ | 242,817 | ||||||||||
| General & administrative expenses (G&A) | $ | 8,700 | $ | 36,600 | ||||||||||
| Net income (loss) attributable to common shareholders | $ | (5,605) | $ | 74,630 | ||||||||||
| Earnings (loss) per diluted share | $ | (0.05) | $ | 0.63 | ||||||||||
Adjusted EBITDAre(7) | $ | 40,386 | $ | 132,983 | ||||||||||
| Funds from operations (FFO) | $ | 16,880 | $ | 107,330 | ||||||||||
| FFO per diluted common share | $ | 0.14 | $ | 0.87 | ||||||||||
| FFO as Adjusted | $ | 22,818 | $ | 79,485 | ||||||||||
| FFO as Adjusted per diluted common share | $ | 0.19 | $ | 0.65 | ||||||||||
Total dividends paid per share(9) | $ | — | $ | 0.22 | ||||||||||
| Stock closing price low-high range (NYSE) | $9.16 to $11.78 | $7.28 to $19.82 | ||||||||||||
Weighted average diluted shares used in EPS computations(1) | 116,625 | 118,111 | ||||||||||||
Weighted average diluted common shares used in FFO computations(1) | 121,378 | 123,174 | ||||||||||||
| Summary Property, Operating and Financial Data | ||||||||||||||
| # of Total properties / # of Retail properties | 78 / 76 | |||||||||||||
Gross leasable area (GLA) sf - retail portfolio(3)(5) | 14,011,000 | |||||||||||||
Weighted average annual rent psf - retail portfolio(3)(5) | $ | 19.61 | ||||||||||||
| Consolidated occupancy at end of period | 92.9 | % | ||||||||||||
Consolidated retail portfolio occupancy at end of period(5) | 92.3 | % | ||||||||||||
Same-property occupancy at end of period(2) | 93.0 | % | ||||||||||||
Same-property physical occupancy at end of period(4)(2) | 90.9 | % | ||||||||||||
Same-property NOI growth(2) | (20.1) | % | (13.8) | % | ||||||||||
| Same-property NOI growth, including redevelopment properties | (19.8) | % | (13.5) | % | ||||||||||
| NOI margin - total portfolio | 59.5 | % | 61.8 | % | ||||||||||
| Expense recovery ratio - total portfolio | 89.4 | % | 92.2 | % | ||||||||||
New, renewal and option rent spread - cash basis(8) | 16.1 | % | 8.9 | % | ||||||||||
New, renewal and option rent spread - GAAP basis(8) | 20.4 | % | 17.0 | % | ||||||||||
Net debt to total market capitalization(6) | 38.9 | % | 38.9 | % | ||||||||||
Net debt to Adjusted EBITDAre(6) | 7.3 | x | 6.7 | x | ||||||||||
Adjusted EBITDAre to interest expense(7) | 2.3 | x | 2.6 | x | ||||||||||
Adjusted EBITDAre to fixed charges(7) | 2.1 | x | 2.4 | x | ||||||||||
(1) Weighted average diluted shares used to calculate FFO per share and FFO as Adjusted per share for the three and nine months ended September 30, 2020, respectively are higher than the GAAP weighted average diluted shares as a result of the dilutive impact of LTIP and OP units which may be redeemed for our common shares.
(2) The same-property pool for both NOI and occupancy includes properties the Company consolidated, owned and operated for the entirety of both periods being compared and excludes properties under development, redevelopment or that involve anchor repositioning where a substantial portion of the GLA is taken out of service and also excludes properties acquired or sold during the periods being compared.
(3) GLA - retail portfolio excludes 1.1 million square feet of warehouses and 133,000 square feet of self-storage. The weighted average annual rent per square foot for our retail portfolio and warehouses was $18.59.
(4) Physical occupancy includes tenants that have access to their leased space and includes dark and paying tenants.
(5) Our retail portfolio includes shopping centers and malls and excludes warehouses and self-storage.
(6) See computation for the quarter ended September 30, 2020 on page 16. Adjusted EBITDAre is annualized for purposes of calculating net debt to Adjusted EBITDAre.
(7) See computation on page 14.
(8) See computation on page 19.
(9) As a result of COVID-19 and the uncertainties it has generated, the Company has temporarily suspended quarterly dividend distributions. The Company’s Board of Trustees will continue to monitor the Company’s financial performance and economic outlook and, at a later date, intends to reinstate a regular quarterly dividend of at least the amount required to continue qualifying as a REIT for US federal income tax purposes.
10
| URBAN EDGE PROPERTIES | ||||||||
| CONSOLIDATED BALANCE SHEETS | ||||||||
| As of September 30, 2020 (unaudited) and December 31, 2019 | ||||||||
| (in thousands, except share and per share amounts) | ||||||||
| September 30, | December 31, | ||||||||||
| 2020 | 2019 | ||||||||||
| ASSETS | |||||||||||
| Real estate, at cost: | |||||||||||
| Land | $ | 527,749 | $ | 515,621 | |||||||
| Buildings and improvements | 2,332,337 | 2,197,076 | |||||||||
| Construction in progress | 42,779 | 28,522 | |||||||||
| Furniture, fixtures and equipment | 7,199 | 7,566 | |||||||||
| Total | 2,910,064 | 2,748,785 | |||||||||
| Accumulated depreciation and amortization | (719,755) | (671,946) | |||||||||
| Real estate, net | 2,190,309 | 2,076,839 | |||||||||
| Right-of-use assets | 77,183 | 81,768 | |||||||||
| Cash and cash equivalents | 646,432 | 432,954 | |||||||||
| Restricted cash | 24,564 | 52,182 | |||||||||
Tenant and other receivables | 24,376 | 21,565 | |||||||||
Receivable arising from the straight-lining of rents | 64,171 | 73,878 | |||||||||
| Identified intangible assets, net of accumulated amortization of $35,057 and $30,942, respectively | 54,870 | 48,121 | |||||||||
| Deferred leasing costs, net of accumulated amortization of $17,054 and $16,560, respectively | 19,618 | 21,474 | |||||||||
| Deferred financing costs, net of accumulated amortization of $4,540 and $3,765, respectively | 3,625 | 3,877 | |||||||||
| Prepaid expenses and other assets | 29,167 | 33,700 | |||||||||
| Total assets | $ | 3,134,315 | $ | 2,846,358 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Liabilities: | |||||||||||
| Mortgages payable, net | $ | 1,590,304 | $ | 1,546,195 | |||||||
| Unsecured credit facility borrowings | 250,000 | — | |||||||||
| Lease liabilities | 75,965 | 79,913 | |||||||||
| Accounts payable, accrued expenses and other liabilities | 68,396 | 76,644 | |||||||||
| Identified intangible liabilities, net of accumulated amortization of $69,368 and $62,610, respectively | 125,766 | 128,830 | |||||||||
| Total liabilities | 2,110,431 | 1,831,582 | |||||||||
| Commitments and contingencies | |||||||||||
| Shareholders’ equity: | |||||||||||
| Common shares: $0.01 par value; 500,000,000 shares authorized and 116,701,311 and 121,370,125 shares issued and outstanding, respectively | 1,166 | 1,213 | |||||||||
| Additional paid-in capital | 987,436 | 1,019,149 | |||||||||
| Accumulated deficit | (4,593) | (52,546) | |||||||||
| Noncontrolling interests: | |||||||||||
| Operating partnership | 39,451 | 46,536 | |||||||||
| Consolidated subsidiaries | 424 | 424 | |||||||||
| Total equity | 1,023,884 | 1,014,776 | |||||||||
| Total liabilities and equity | $ | 3,134,315 | $ | 2,846,358 | |||||||
11
| URBAN EDGE PROPERTIES | ||||||||
| CONSOLIDATED STATEMENTS OF INCOME | ||||||||
| For the three and nine months ended September 30, 2020 and 2019 (unaudited) | ||||||||
| (in thousands, except share and per share amounts) | ||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||
| REVENUE | |||||||||||||||||||||||
| Rental revenue | $ | 75,359 | $ | 90,769 | $ | 241,624 | $ | 289,565 | |||||||||||||||
| Management and development fees | 404 | 280 | 1,003 | 940 | |||||||||||||||||||
| Other income | 75 | 194 | 190 | 1,217 | |||||||||||||||||||
| Total revenue | 75,838 | 91,243 | 242,817 | 291,722 | |||||||||||||||||||
| EXPENSES | |||||||||||||||||||||||
| Depreciation and amortization | 22,888 | 21,496 | 69,658 | 65,893 | |||||||||||||||||||
| Real estate taxes | 14,916 | 14,490 | 44,778 | 45,188 | |||||||||||||||||||
| Property operating | 13,436 | 14,075 | 39,867 | 45,552 | |||||||||||||||||||
| General and administrative | 8,700 | 8,353 | 36,600 | 28,943 | |||||||||||||||||||
| Casualty and impairment loss, net | — | — | — | 9,070 | |||||||||||||||||||
| Lease expense | 3,415 | 3,486 | 10,200 | 11,037 | |||||||||||||||||||
| Total expenses | 63,355 | 61,900 | 201,103 | 205,683 | |||||||||||||||||||
| Gain on sale of real estate | — | 39,716 | 39,775 | 68,219 | |||||||||||||||||||
| Gain on sale of lease | — | 1,849 | — | 1,849 | |||||||||||||||||||
| Interest income | 282 | 2,706 | 2,387 | 7,670 | |||||||||||||||||||
| Interest and debt expense | (18,136) | (16,861) | (53,884) | (49,869) | |||||||||||||||||||
| Gain on extinguishment of debt | — | — | 34,908 | — | |||||||||||||||||||
| Income (loss) before income taxes | (5,371) | 56,753 | 64,900 | 113,908 | |||||||||||||||||||
| Income tax (expense) benefit | (459) | (53) | 13,103 | (1,249) | |||||||||||||||||||
| Net income (loss) | (5,830) | 56,700 | 78,003 | 112,659 | |||||||||||||||||||
| Less net (income) loss attributable to noncontrolling interests in: | |||||||||||||||||||||||
| Operating partnership | 225 | (2,662) | (3,373) | (6,535) | |||||||||||||||||||
| Consolidated subsidiaries | — | 2 | — | 24 | |||||||||||||||||||
| Net income (loss) attributable to common shareholders | $ | (5,605) | $ | 54,040 | $ | 74,630 | $ | 106,148 | |||||||||||||||
| Earnings (loss) per common share - Basic: | $ | (0.05) | $ | 0.45 | $ | 0.63 | $ | 0.89 | |||||||||||||||
| Earnings (loss) per common share - Diluted: | $ | (0.05) | $ | 0.45 | $ | 0.63 | $ | 0.89 | |||||||||||||||
| Weighted average shares outstanding - Basic | 116,625 | 121,087 | 118,033 | 119,259 | |||||||||||||||||||
| Weighted average shares outstanding - Diluted | 116,625 | 121,183 | 118,111 | 126,489 | |||||||||||||||||||
12
| URBAN EDGE PROPERTIES | ||||||||
| SUPPLEMENTAL SCHEDULE OF NET OPERATING INCOME | ||||||||
| For the three and nine months ended September 30, 2020 and 2019 | ||||||||
| (in thousands) | ||||||||
| Three Months Ended September 30, | Percent Change | Nine Months Ended September 30, | Percent Change | ||||||||||||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||||||||||||||
Total NOI(1) | |||||||||||||||||||||||||||||||||||
| Total revenue | $ | 77,306 | $ | 88,898 | (13.0)% | $ | 244,475 | $ | 276,923 | (11.7)% | |||||||||||||||||||||||||
| Total property operating expenses | (31,287) | (31,525) | (0.8)% | (93,455) | (100,072) | (6.6)% | |||||||||||||||||||||||||||||
| NOI - total portfolio | $ | 46,019 | $ | 57,373 | (19.8)% | $ | 151,020 | $ | 176,851 | (14.6)% | |||||||||||||||||||||||||
| NOI margin (NOI / Total revenue) | 59.5 | % | 64.5 | % | 61.8 | % | 63.9 | % | |||||||||||||||||||||||||||
Same-property NOI(1) | |||||||||||||||||||||||||||||||||||
| Property rentals | $ | 63,175 | $ | 62,689 | $ | 189,568 | $ | 187,120 | |||||||||||||||||||||||||||
| Tenant expense reimbursements | 22,391 | 22,520 | 67,890 | 72,103 | |||||||||||||||||||||||||||||||
| Rental revenue deemed uncollectible | (11,508) | (290) | (25,032) | (717) | |||||||||||||||||||||||||||||||
| Total revenue | 74,058 | 84,919 | 232,426 | 258,506 | |||||||||||||||||||||||||||||||
| Real estate taxes | (14,693) | (14,104) | (43,695) | (42,526) | |||||||||||||||||||||||||||||||
| Property operating | (12,864) | (13,386) | (37,970) | (42,771) | |||||||||||||||||||||||||||||||
| Lease expense | (3,018) | (2,989) | (9,060) | (8,892) | |||||||||||||||||||||||||||||||
| Total property operating expenses | (30,575) | (30,479) | (90,725) | (94,189) | |||||||||||||||||||||||||||||||
Same-property NOI(1) | $ | 43,483 | $ | 54,440 | (20.1)% | $ | 141,701 | $ | 164,317 | (13.8)% | |||||||||||||||||||||||||
| NOI related to properties being redeveloped | $ | 702 | $ | 658 | $ | 2,055 | $ | 1,793 | |||||||||||||||||||||||||||
Same-property NOI including properties in redevelopment(1) | $ | 44,185 | $ | 55,098 | (19.8)% | $ | 143,756 | $ | 166,110 | (13.5)% | |||||||||||||||||||||||||
| Same-property physical occupancy | 90.9 | % | 90.7 | % | 91.2 | % | 90.8 | % | |||||||||||||||||||||||||||
| Same-property leased occupancy | 93.0 | % | 92.7 | % | 93.3 | % | 92.9 | % | |||||||||||||||||||||||||||
| Number of properties included in same-property analysis | 74 | 73 | |||||||||||||||||||||||||||||||||
(1) Refer to page 6 for a reconciliation of net income (loss) to NOI and same-property NOI. These metrics for the quarter and the nine months ended September 30, 2020 were negatively impacted due to an increase in rental revenue deemed uncollectible.
13
| URBAN EDGE PROPERTIES | ||||||||
| EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION and AMORTIZATION for REAL ESTATE (EBITDAre) | ||||||||
| For the three and nine months ended September 30, 2020 and 2019 | ||||||||
| (in thousands) | ||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||
| Net income (loss) | $ | (5,830) | $ | 56,700 | $ | 78,003 | $ | 112,659 | |||||||||||||||
| Depreciation and amortization | 22,888 | 21,496 | 69,658 | 65,893 | |||||||||||||||||||
| Interest expense | 17,433 | 16,131 | 51,771 | 47,699 | |||||||||||||||||||
| Amortization of deferred financing costs | 703 | 730 | 2,113 | 2,170 | |||||||||||||||||||
| Income tax (benefit) expense | 459 | 53 | (13,103) | 1,249 | |||||||||||||||||||
| Gain on sale of real estate | — | (39,716) | (39,775) | (68,219) | |||||||||||||||||||
| Real estate impairment loss | — | — | — | 22,653 | |||||||||||||||||||
| EBITDAre | 35,653 | 55,394 | 148,667 | 184,104 | |||||||||||||||||||
| Adjustments for Adjusted EBITDAre: | |||||||||||||||||||||||
| Write-off of receivable arising from the straight-lining of rents | 4,656 | — | 10,704 | — | |||||||||||||||||||
| Transaction, severance and other expenses | 77 | 167 | 1,368 | 951 | |||||||||||||||||||
| Gain on extinguishment of debt | — | — | (34,908) | — | |||||||||||||||||||
Executive transition costs(1) | — | — | 7,152 | 375 | |||||||||||||||||||
| Casualty gain, net | — | — | — | (13,583) | |||||||||||||||||||
Impact from tenant bankruptcies(1) | — | — | — | (7,366) | |||||||||||||||||||
| Gain on sale of lease | — | (1,849) | — | (1,849) | |||||||||||||||||||
| Tenant bankruptcy settlement income | — | (63) | — | (925) | |||||||||||||||||||
| Adjusted EBITDAre | $ | 40,386 | $ | 53,649 | $ | 132,983 | $ | 161,707 | |||||||||||||||
| Interest expense | $ | 17,433 | $ | 16,131 | $ | 51,771 | $ | 47,699 | |||||||||||||||
| Adjusted EBITDAre to interest expense | 2.3 | x | 3.3 | x | 2.6 | x | 3.4 | x | |||||||||||||||
| Fixed charges | |||||||||||||||||||||||
| Interest expense | $ | 17,433 | $ | 16,131 | $ | 51,771 | $ | 47,699 | |||||||||||||||
| Scheduled principal amortization | 1,592 | 1,848 | 4,700 | 3,907 | |||||||||||||||||||
| Total fixed charges | $ | 19,025 | $ | 17,979 | $ | 56,471 | $ | 51,606 | |||||||||||||||
| Adjusted EBITDAre to fixed charges | 2.1 | x | 3.0 | x | 2.4 | x | 3.1 | x | |||||||||||||||
(1) Refer to footnotes on page 5, Reconciliation of Net Income (Loss) to FFO and FFO as Adjusted, for the adjustments included in these line items.
14
| URBAN EDGE PROPERTIES | ||||||||
| FUNDS FROM OPERATIONS | ||||||||
| For the three and nine months ended September 30, 2020 | ||||||||
| (in thousands, except per share amounts) | ||||||||
| Three Months Ended September 30, 2020 | Nine Months Ended September 30, 2020 | ||||||||||||||||||||||
| (in thousands) | (per share)(2) | (in thousands) | (per share)(2) | ||||||||||||||||||||
| Net income (loss) | $ | (5,830) | $ | (0.05) | $ | 78,003 | $ | 0.63 | |||||||||||||||
| Less net (income) loss attributable to noncontrolling interests in: | |||||||||||||||||||||||
| Operating partnership | 225 | — | (3,373) | (0.03) | |||||||||||||||||||
| Consolidated subsidiaries | — | — | — | — | |||||||||||||||||||
| Net income (loss) attributable to common shareholders | (5,605) | (0.05) | 74,630 | 0.60 | |||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Rental property depreciation and amortization | 22,710 | 0.19 | 69,102 | 0.56 | |||||||||||||||||||
| Gain on sale of real estate | — | — | (39,775) | (0.32) | |||||||||||||||||||
Limited partnership interests in operating partnership(1) | (225) | — | 3,373 | 0.03 | |||||||||||||||||||
| FFO applicable to diluted common shareholders | 16,880 | 0.14 | 107,330 | 0.87 | |||||||||||||||||||
| Write-off of receivables arising from the straight-lining of rents | 4,656 | 0.04 | 10,704 | 0.09 | |||||||||||||||||||
Tax impact of Puerto Rico transactions(3) | 1,205 | 0.01 | (12,161) | (0.10) | |||||||||||||||||||
| Transaction, severance and other expenses | 77 | — | 1,368 | 0.01 | |||||||||||||||||||
| Gain on extinguishment of debt | — | — | (34,908) | (0.28) | |||||||||||||||||||
Executive transition costs(3) | — | — | 7,152 | 0.06 | |||||||||||||||||||
| FFO as Adjusted applicable to diluted common shareholders | $ | 22,818 | $ | 0.19 | $ | 79,485 | $ | 0.65 | |||||||||||||||
| Weighted average diluted shares used to calculate EPS | 116,625 | 118,111 | |||||||||||||||||||||
| Assumed conversion of OP and LTIP Units to common shares | 4,753 | 5,063 | |||||||||||||||||||||
| Weighted average diluted common shares - FFO | 121,378 | 123,174 | |||||||||||||||||||||
(1) Represents earnings allocated to LTIP and OP unitholders for unissued common shares, which have been excluded for purposes of calculating earnings per diluted share for the periods presented because they are anti-dilutive.
(2) Individual items may not add up due to total rounding.
(3) Refer to footnotes on page 5, Reconciliation of Net Income (Loss) to FFO and FFO as Adjusted, for the adjustments included in these line items.
15
| URBAN EDGE PROPERTIES | ||||||||
| MARKET CAPITALIZATION, DEBT RATIOS AND LIQUIDITY | ||||||||
| As of September 30, 2020 | ||||||||
| (in thousands, except share amounts) | ||||||||
| September 30, 2020 | |||||
| Closing market price of common shares | $ | 9.72 | |||
| Basic common shares | 116,701,311 | ||||
| OP and LTIP units | 4,676,787 | ||||
| Diluted common shares | 121,378,098 | ||||
| Equity market capitalization | $ | 1,179,795 | |||
Total consolidated debt(1) | $ | 1,850,590 | |||
| Cash and cash equivalents including restricted cash | (670,996) | ||||
| Net debt | $ | 1,179,594 | |||
| Net Debt to annualized Adjusted EBITDAre | 7.3 | x | |||
Total consolidated debt(1) | $ | 1,850,590 | |||
| Equity market capitalization | 1,179,795 | ||||
| Total market capitalization | $ | 3,030,385 | |||
| Net debt to total market capitalization at applicable market price | 38.9 | % | |||
| Cash and cash equivalents including restricted cash | $ | 670,996 | |||
| Available under unsecured credit facility | 350,000 | ||||
| Total liquidity | $ | 1,020,996 | |||
(1) Total consolidated debt excludes unamortized debt issuance costs of $10.3 million.
16
| URBAN EDGE PROPERTIES | ||||||||
| ADDITIONAL DISCLOSURES | ||||||||
| (in thousands) | ||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||||||||||||
| Rental revenue: | ||||||||||||||||||||||||||
| Property rentals | $ | 64,063 | $ | 67,346 | $ | 196,236 | $ | 212,469 | ||||||||||||||||||
| Tenant expense reimbursements | 23,213 | 23,757 | 71,193 | 78,203 | ||||||||||||||||||||||
| Rental revenue deemed uncollectible | (11,917) | (334) | (25,805) | (1,107) | ||||||||||||||||||||||
| Total rental revenue | $ | 75,359 | $ | 90,769 | $ | 241,624 | $ | 289,565 | ||||||||||||||||||
| Certain non-cash items: | ||||||||||||||||||||||||||
Straight-line rental (expense) income(1) | $ | (4,239) | $ | (82) | $ | (9,503) | $ | 189 | ||||||||||||||||||
Amortization of below-market lease intangibles, net(1) | 2,349 | 2,131 | 6,803 | 13,932 | ||||||||||||||||||||||
Lease expense GAAP adjustments(2) | (205) | (259) | (638) | (859) | ||||||||||||||||||||||
Reserves on receivables from straight-line rents(5) | — | — | — | (308) | ||||||||||||||||||||||
Amortization of deferred financing costs(4) | (703) | (730) | (2,113) | (2,170) | ||||||||||||||||||||||
Capitalized interest(4) | 232 | 288 | 513 | 1,277 | ||||||||||||||||||||||
Share-based compensation expense(3) | (2,604) | (3,310) | (14,463) | (10,269) | ||||||||||||||||||||||
Capital expenditures: (6) | ||||||||||||||||||||||||||
| Development and redevelopment costs | $ | 2,695 | $ | 14,670 | $ | 8,984 | $ | 55,640 | ||||||||||||||||||
| Maintenance capital expenditures | 4,026 | 4,586 | 7,677 | 10,736 | ||||||||||||||||||||||
| Leasing commissions | 407 | 1,093 | 1,094 | 2,202 | ||||||||||||||||||||||
| Tenant improvements and allowances | 375 | 1,230 | 1,605 | 4,629 | ||||||||||||||||||||||
| Total capital expenditures | $ | 7,503 | $ | 21,579 | $ | 19,360 | $ | 73,207 | ||||||||||||||||||
| September 30, 2020 | December 31, 2019 | |||||||||||||||||||||||||
| Accounts payable, accrued expenses and other liabilities: | ||||||||||||||||||||||||||
| Deferred tenant revenue | $ | 24,942 | $ | 26,224 | ||||||||||||||||||||||
| Accrued interest payable | 9,958 | 9,729 | ||||||||||||||||||||||||
| Accrued capital expenditures and leasing costs | 9,777 | 7,893 | ||||||||||||||||||||||||
| Security deposits | 6,129 | 5,814 | ||||||||||||||||||||||||
| Deferred tax liability, net | 283 | 5,137 | ||||||||||||||||||||||||
| Accrued payroll expenses | 5,900 | 5,851 | ||||||||||||||||||||||||
| Other liabilities and accrued expenses | 11,407 | 15,996 | ||||||||||||||||||||||||
| Total accounts payable, accrued expenses and other liabilities | $ | 68,396 | $ | 76,644 | ||||||||||||||||||||||
(1) Amounts included in the financial statement line item "Rental revenue" in the consolidated statements of income. The Company recognized write-offs of $4.7 million and $10.7 million, respectively, of receivables arising from the straight-lining of rents during the three and nine months ended September 30, 2020 in connection with leases with rental revenue being recognized on a cash-basis.
(2) GAAP adjustments consist of amortization of below-market ground lease intangibles and straight-line lease expense. Amounts are included in the financial statement line item "Lease expense" in the consolidated statements of income.
(3) Amounts included in the financial statement line item "General and administrative" in the consolidated statements of income. Amounts for the nine months ended September 30, 2020 include $5.6 million of accelerated amortization of unvested equity awards in connection with executive transition and the amount for the nine months ended September 30, 2019 includes $0.4 million of accelerated amortization of unvested equity awards in connection with executive transition.
(4) Amounts included in the financial statement line item "Interest and debt expense" in the consolidated statements of income.
(5) Amount included in the financial statement line item "Rental revenue" for the nine months ended September 30, 2019.
(6) Amounts presented on a cash basis.
17
| URBAN EDGE PROPERTIES | ||||||||
| TENANT CONCENTRATION - TOP TWENTY-FIVE TENANTS | ||||||||
| As of September 30, 2020 | ||||||||
| Tenant | Number of stores | Square feet | % of total square feet | Annualized base rent ("ABR") | % of total ABR | Weighted average ABR per square foot | Average remaining term of ABR(1) | ||||||||||||||||
| The Home Depot, Inc. | 6 | 808,926 | 5.4% | $ | 15,026,135 | 5.8% | $ | 18.58 | 14.8 | ||||||||||||||
The TJX Companies, Inc.(2) | 21 | 694,270 | 4.6% | 13,808,775 | 5.3% | 19.89 | 4.9 | ||||||||||||||||
| Lowe's Companies, Inc. | 6 | 976,415 | 6.5% | 8,575,004 | 3.3% | 8.78 | 7.0 | ||||||||||||||||
| Best Buy Co., Inc. | 8 | 359,476 | 2.4% | 7,763,921 | 3.0% | 21.60 | 4.8 | ||||||||||||||||
| Walmart Inc. | 5 | 708,435 | 4.7% | 7,479,449 | 2.9% | 10.56 | 7.7 | ||||||||||||||||
| Burlington Stores, Inc. | 7 | 415,828 | 2.8% | 7,163,233 | 2.8% | 17.23 | 8.3 | ||||||||||||||||
Ahold Delhaize(3) | 7 | 509,634 | 3.4% | 7,082,120 | 2.7% | 13.90 | 6.7 | ||||||||||||||||
| Kohl's Corporation | 7 | 633,345 | 4.2% | 6,528,542 | 2.5% | 10.31 | 4.6 | ||||||||||||||||
| PetSmart, Inc. | 11 | 256,733 | 1.7% | 6,438,667 | 2.5% | 25.08 | 3.8 | ||||||||||||||||
| BJ's Wholesale Club | 4 | 454,297 | 3.0% | 5,771,563 | 2.2% | 12.70 | 7.6 | ||||||||||||||||
| Target Corporation | 3 | 335,937 | 2.2% | 5,290,952 | 2.0% | 15.75 | 12.1 | ||||||||||||||||
| Wakefern (ShopRite) | 4 | 296,018 | 2.0% | 5,241,942 | 2.0% | 17.71 | 11.7 | ||||||||||||||||
| LA Fitness International LLC | 5 | 245,266 | 1.6% | 4,275,983 | 1.7% | 17.43 | 7.8 | ||||||||||||||||
The Gap, Inc.(4) | 10 | 151,239 | 1.0% | 4,202,204 | 1.6% | 27.79 | 2.4 | ||||||||||||||||
| Whole Foods Market, Inc. | 2 | 100,682 | 0.7% | 3,759,050 | 1.5% | 37.34 | 10.2 | ||||||||||||||||
| Staples, Inc. | 8 | 167,832 | 1.1% | 3,607,035 | 1.4% | 21.49 | 2.8 | ||||||||||||||||
Century 21(5) | 1 | 156,649 | 1.0% | 3,394,181 | 1.3% | 21.67 | 6.3 | ||||||||||||||||
Sears Holdings Corporation(6) | 2 | 321,917 | 2.1% | 3,313,959 | 1.3% | 10.29 | 24.6 | ||||||||||||||||
| Bob's Discount Furniture | 4 | 170,931 | 1.1% | 3,222,108 | 1.2% | 18.85 | 6.5 | ||||||||||||||||
24 Hour Fitness(7) | 1 | 53,750 | 0.4% | 2,564,520 | 1.0% | 47.71 | 11.3 | ||||||||||||||||
| URBN (Anthropologie) | 1 | 31,450 | 0.2% | 2,201,500 | 0.8% | 70.00 | 8.0 | ||||||||||||||||
Bed Bath & Beyond Inc.(8) | 5 | 149,879 | 1.0% | 2,098,009 | 0.8% | 14.00 | 2.7 | ||||||||||||||||
| Raymour & Flanigan | 3 | 179,370 | 1.2% | 2,029,599 | 0.8% | 11.32 | 8.0 | ||||||||||||||||
| Dick's Sporting Goods, Inc. | 2 | 100,695 | 0.7% | 1,941,672 | 0.7% | 19.28 | 3.3 | ||||||||||||||||
| Hudson's Bay Company (Saks) | 2 | 59,143 | 0.4% | 1,921,776 | 0.7% | 32.49 | 3.0 | ||||||||||||||||
| Total/Weighted Average | 135 | 8,338,117 | 55.4% | $ | 134,701,899 | 51.8% | $ | 16.15 | 8.0 | ||||||||||||||
(1) In years excluding tenant renewal options. The weighted average is based on ABR.
(2) Includes Marshalls (14), T.J. Maxx (4), HomeGoods (2) and Homesense (1).
(3) Includes Stop & Shop (6) and Giant Food (1).
(4) Includes Old Navy (7), Gap (2) and Banana Republic (1).
(5) Century 21 declared bankruptcy on September 10, 2020. Century 21 generates approximately $4.4 million in annual gross rents, including tenant reimbursement income.
(6) Includes Kmart (2).
(7) 24 Hour Fitness declared bankruptcy on June 15, 2020. 24 Hour Fitness generates approximately $3.1 million in annual gross rents, including tenant reimbursement income. Subsequent to the third quarter, the tenant communicated its intentions to continue operations at the Company's location in Paramus, NJ.
(8) Includes Harmon Face Values (3) and Bed Bath & Beyond (2).
Note: Amounts shown in the table above include all retail properties including those in redevelopment on a cash basis other than tenants in free rent periods which are shown at their initial cash rent.
18
| URBAN EDGE PROPERTIES | ||||||||
| LEASING ACTIVITY | ||||||||
| For the three and nine months ended September 30, 2020 | ||||||||
| Three Months Ended September 30, 2020 | Nine Months Ended September 30, 2020 | ||||||||||||||||||||||
GAAP(2) | Cash(1) | GAAP(2) | Cash(1) | ||||||||||||||||||||
| New leases | |||||||||||||||||||||||
| Number of new leases executed | 5 | 5 | 18 | 18 | |||||||||||||||||||
| Total square feet | 192,837 | 192,837 | 376,791 | 376,791 | |||||||||||||||||||
| Number of same space leases | 1 | 1 | 11 | 11 | |||||||||||||||||||
| Same space square feet | 44,600 | 44,600 | 215,922 | 215,922 | |||||||||||||||||||
| Prior rent per square foot | $ | 14.99 | $ | 14.99 | $ | 15.84 | $ | 16.59 | |||||||||||||||
| New rent per square foot | $ | 21.50 | $ | 21.50 | $ | 20.31 | $ | 19.11 | |||||||||||||||
| Same space weighted average lease term (years) | 9.9 | 9.9 | 14.2 | 14.2 | |||||||||||||||||||
| Same space TIs per square foot | N/A | $ | 2.91 | N/A | $ | 40.47 | |||||||||||||||||
Rent spread(3) | 43.4 | % | 43.4 | % | 28.2 | % | 15.2 | % | |||||||||||||||
| Renewals & Options | |||||||||||||||||||||||
| Number of leases executed | 11 | 11 | 48 | 48 | |||||||||||||||||||
| Total square feet | 118,470 | 118,470 | 763,039 | 763,039 | |||||||||||||||||||
| Number of same space leases | 11 | 11 | 48 | 48 | |||||||||||||||||||
| Same space square feet | 118,470 | 118,470 | 763,039 | 763,039 | |||||||||||||||||||
| Prior rent per square foot | $ | 18.56 | $ | 19.26 | $ | 15.55 | $ | 16.16 | |||||||||||||||
| New rent per square foot | $ | 21.04 | $ | 20.82 | $ | 17.70 | $ | 17.30 | |||||||||||||||
| Same space weighted average lease term (years) | 5.9 | 5.9 | 7.3 | 7.3 | |||||||||||||||||||
| Same space TIs per square foot | N/A | $ | 0.14 | N/A | $ | 0.15 | |||||||||||||||||
| Rent spread | 13.4 | % | 8.1 | % | 13.8 | % | 7.1 | % | |||||||||||||||
| Total New Leases and Renewals & Options | |||||||||||||||||||||||
| Number of leases executed | 16 | 16 | 66 | 66 | |||||||||||||||||||
| Total square feet | 311,307 | 311,307 | 1,139,830 | 1,139,830 | |||||||||||||||||||
| Number of same space leases | 12 | 12 | 59 | 59 | |||||||||||||||||||
| Same space square feet | 163,070 | 163,070 | 978,961 | 978,961 | |||||||||||||||||||
| Prior rent per square foot | $ | 17.59 | $ | 18.09 | $ | 15.62 | $ | 16.25 | |||||||||||||||
| New rent per square foot | $ | 21.17 | $ | 21.01 | $ | 18.28 | $ | 17.70 | |||||||||||||||
| Same space weighted average lease term (years) | 7.0 | 7.0 | 8.9 | 8.9 | |||||||||||||||||||
| Same space TIs per square foot | N/A | $ | 0.90 | N/A | $ | 9.04 | |||||||||||||||||
| Rent spread | 20.4 | % | 16.1 | % | 17.0 | % | 8.9 | % | |||||||||||||||
(1) Rents are not calculated on a straight-line (GAAP) basis. Previous/expiring rent is the rent at expiry and includes any percentage rent paid. New rent is the rent paid at commencement.
(2) Rents are calculated on a straight-line (GAAP) basis.
19
| URBAN EDGE PROPERTIES | ||||||||
| RETAIL PORTFOLIO LEASE EXPIRATION SCHEDULE | ||||||||
| As of September 30, 2020 | ||||||||
| ANCHOR TENANTS (SF>=10,000) | SHOP TENANTS (SF<10,000) | TOTAL TENANTS | ||||||||||||||||||||||||||||||||||||
Year(1) | # of leases | Square Feet | % of Total SF | Weighted Avg ABR PSF(2) | # of leases | Square Feet | % of Total SF | Weighted Avg ABR PSF(2) | # of leases | Square Feet | % of Total SF | Weighted Avg ABR PSF(2) | ||||||||||||||||||||||||||
| M-T-M | 3 | 44,000 | 0.4 | % | $ | 18.01 | 42 | 106,000 | 4.6% | $ | 38.52 | 45 | 150,000 | 1.1 | % | $ | 32.50 | |||||||||||||||||||||
| 2020 | — | — | — | % | — | 17 | 43,000 | 1.9% | 28.64 | 17 | 43,000 | 0.3 | % | 28.64 | ||||||||||||||||||||||||
| 2021 | 16 | 383,000 | 3.3 | % | 23.10 | 67 | 209,000 | 9.0% | 33.06 | 83 | 592,000 | 4.2 | % | 26.61 | ||||||||||||||||||||||||
| 2022 | 22 | 838,000 | 7.2 | % | 14.63 | 63 | 163,000 | 7.0% | 36.99 | 85 | 1,001,000 | 7.1 | % | 18.27 | ||||||||||||||||||||||||
| 2023 | 33 | 1,358,000 | 11.6 | % | 17.77 | 56 | 168,000 | 7.3% | 37.63 | 89 | 1,526,000 | 10.9 | % | 19.96 | ||||||||||||||||||||||||
| 2024 | 33 | 1,234,000 | 10.5 | % | 18.20 | 66 | 227,000 | 9.8% | 34.82 | 99 | 1,461,000 | 10.4 | % | 20.78 | ||||||||||||||||||||||||
| 2025 | 25 | 1,001,000 | 8.6 | % | 15.44 | 44 | 162,000 | 7.0% | 34.99 | 69 | 1,163,000 | 8.3 | % | 18.16 | ||||||||||||||||||||||||
| 2026 | 13 | 557,000 | 4.8 | % | 13.03 | 61 | 209,000 | 9.0% | 35.43 | 74 | 766,000 | 5.5 | % | 19.14 | ||||||||||||||||||||||||
| 2027 | 12 | 532,000 | 4.5 | % | 16.33 | 36 | 154,000 | 6.7% | 34.43 | 48 | 686,000 | 4.9 | % | 20.39 | ||||||||||||||||||||||||
| 2028 | 7 | 315,000 | 2.7 | % | 24.30 | 28 | 110,000 | 4.8% | 41.58 | 35 | 425,000 | 3.0 | % | 28.78 | ||||||||||||||||||||||||
| 2029 | 30 | 1,446,000 | 12.4 | % | 18.93 | 34 | 128,000 | 5.5% | 43.64 | 64 | 1,574,000 | 11.2 | % | 20.94 | ||||||||||||||||||||||||
| 2030 | 14 | 954,000 | 8.1 | % | 13.47 | 25 | 92,000 | 4.0% | 35.15 | 39 | 1,046,000 | 7.5 | % | 15.38 | ||||||||||||||||||||||||
| Thereafter | 34 | 2,402,000 | 20.5 | % | 14.78 | 19 | 102,000 | 4.4% | 33.97 | 53 | 2,504,000 | 17.9 | % | 15.56 | ||||||||||||||||||||||||
| Subtotal/Average | 242 | 11,064,000 | 94.6 | % | $ | 16.60 | 558 | 1,873,000 | 81.0% | $ | 36.48 | 800 | 12,937,000 | 92.3 | % | $ | 19.47 | |||||||||||||||||||||
| Vacant | 24 | 636,000 | 5.4 | % | N/A | 160 | 438,000 | 19.0% | N/A | 184 | 1,074,000 | 7.7 | % | N/A | ||||||||||||||||||||||||
| Total/Average | 266 | 11,700,000 | 100 | % | N/A | 718 | 2,311,000 | 100% | N/A | 984 | 14,011,000 | 100 | % | N/A | ||||||||||||||||||||||||
(1) Year of expiration excludes tenant renewal options.
(2) Weighted average annual base rent per square foot is calculated by annualizing tenants' in-place, contractual, cash-basis rent including ground rent and excludes tenant reimbursements, concessions and storage rent.
Note: Amounts shown in table above include both current leases and signed leases that have not commenced on vacant spaces for all retail properties (including properties in redevelopment). The average base rent for our 1.1 million sf of warehouse properties (excluded from the table above) is $6.28 per square foot as of September 30, 2020. The table also excludes 133,000 sf of self-storage.
20
| URBAN EDGE PROPERTIES | ||||||||
| RETAIL PORTFOLIO LEASE EXPIRATION SCHEDULE ASSUMING EXERCISE OF ALL RENEWALS AND OPTIONS | ||||||||
| As of September 30, 2020 | ||||||||
| ANCHOR TENANTS (SF>=10,000) | SHOP TENANTS (SF<10,000) | TOTAL TENANTS | ||||||||||||||||||||||||||||||||||||
Year(1) | # of leases | Square Feet | % of Total SF | Weighted Avg ABR PSF(2) | # of leases | Square Feet | % of Total SF | Weighted Avg ABR PSF(2) | # of leases | Square Feet | % of Total SF | Weighted Avg ABR PSF(2) | ||||||||||||||||||||||||||
| M-T-M | 3 | 44,000 | 0.4 | % | $ | 18.01 | 42 | 106,000 | 4.6% | $ | 38.52 | 45 | 150,000 | 1.1 | % | $ | 32.50 | |||||||||||||||||||||
| 2020 | — | — | — | % | — | 17 | 43,000 | 1.9% | 28.64 | 17 | 43,000 | 0.3 | % | 28.64 | ||||||||||||||||||||||||
| 2021 | 9 | 236,000 | 2.0 | % | 17.86 | 55 | 158,000 | 6.8% | 33.76 | 64 | 394,000 | 2.8 | % | 24.24 | ||||||||||||||||||||||||
| 2022 | 3 | 87,000 | 0.8 | % | 10.91 | 37 | 94,000 | 4.1% | 44.95 | 40 | 181,000 | 1.3 | % | 28.59 | ||||||||||||||||||||||||
| 2023 | 7 | 195,000 | 1.7 | % | 22.74 | 34 | 82,000 | 3.5% | 43.77 | 41 | 277,000 | 2.0 | % | 28.97 | ||||||||||||||||||||||||
| 2024 | 4 | 72,000 | 0.6 | % | 17.35 | 42 | 121,000 | 5.2% | 37.93 | 46 | 193,000 | 1.4 | % | 30.26 | ||||||||||||||||||||||||
| 2025 | 9 | 284,000 | 2.4 | % | 18.90 | 25 | 79,000 | 3.4% | 40.14 | 34 | 363,000 | 2.6 | % | 23.53 | ||||||||||||||||||||||||
| 2026 | 5 | 136,000 | 1.2 | % | 13.55 | 41 | 117,000 | 5.1% | 40.37 | 46 | 253,000 | 1.8 | % | 25.95 | ||||||||||||||||||||||||
| 2027 | 5 | 114,000 | 1.0 | % | 18.64 | 29 | 73,000 | 3.1% | 29.40 | 34 | 187,000 | 1.3 | % | 22.84 | ||||||||||||||||||||||||
| 2028 | 7 | 363,000 | 3.1 | % | 15.73 | 26 | 81,000 | 3.5% | 37.47 | 33 | 444,000 | 3.2 | % | 19.70 | ||||||||||||||||||||||||
| 2029 | 13 | 390,000 | 3.3 | % | 24.28 | 26 | 93,000 | 4.0% | 47.69 | 39 | 483,000 | 3.4 | % | 28.79 | ||||||||||||||||||||||||
| 2030 | 10 | 273,000 | 2.3 | % | 21.27 | 21 | 78,000 | 3.4% | 36.73 | 31 | 351,000 | 2.5 | % | 24.71 | ||||||||||||||||||||||||
| Thereafter | 167 | 8,870,000 | 75.8 | % | 23.06 | 163 | 748,000 | 32.4% | 42.67 | 330 | 9,618,000 | 68.6 | % | 24.58 | ||||||||||||||||||||||||
| Subtotal/Average | 242 | 11,064,000 | 94.6 | % | $ | 22.28 | 558 | 1,873,000 | 81.0% | $ | 40.23 | 800 | 12,937,000 | 92.3 | % | $ | 24.88 | |||||||||||||||||||||
| Vacant | 24 | 636,000 | 5.4 | % | N/A | 160 | 438,000 | 19.0% | N/A | 184 | 1,074,000 | 7.7 | % | N/A | ||||||||||||||||||||||||
| Total/Average | 266 | 11,700,000 | 100 | % | N/A | 718 | 2,311,000 | 100% | N/A | 984 | 14,011,000 | 100 | % | N/A | ||||||||||||||||||||||||
(1) Year of expiration includes tenant renewal options.
(2) Weighted average annual base rent per square foot is calculated by annualizing tenants' in-place, contractual, cash-basis rent including ground rent and excludes tenant reimbursements, concessions and storage rent and is adjusted assuming all option rents specified in the underlying leases are exercised. Weighted average annual base rent for leases whose future option rent is based on fair market value or CPI is reported at the last stated option rent in the respective lease.
Note: Amounts shown in table above include both current leases and signed leases that have not commenced on vacant spaces for all retail properties (including properties in redevelopment). The average base rent for our 1.1 million sf of warehouse properties (excluded from the table above) assuming exercise of all options at future tenant rent is $8.39 per square foot as of September 30, 2020. The table also excludes 133,000 sf of self-storage.
21
| URBAN EDGE PROPERTIES | ||||||||
| PROPERTY STATUS REPORT | ||||||||
| As of September 30, 2020 | ||||||||
| (dollars in thousands, except per sf amounts) | ||||||||
| Property | Total Square Feet (1) | Percent Leased(1) | Weighted Average ABR PSF(2) | Mortgage Debt(7) | Major Tenants | ||||||||||||
| SHOPPING CENTERS AND MALLS: | |||||||||||||||||
| California: | |||||||||||||||||
Vallejo (leased through 2043)(3) | 45,000 | 100.0% | 12.00 | — | Best Buy | ||||||||||||
| Walnut Creek (Olympic) | 31,000 | 100.0% | 70.00 | — | Anthropologie | ||||||||||||
Walnut Creek (Mt. Diablo)(4) | 7,000 | —% | — | — | |||||||||||||
| Connecticut: | |||||||||||||||||
| Newington | 189,000 | 90.0% | 9.75 | — | Walmart, Staples | ||||||||||||
| Maryland: | |||||||||||||||||
| Towson (Goucher Commons) | 155,000 | 92.5% | 24.25 | — | Staples, HomeGoods, Five Below, Ulta, Kirkland's, Sprouts, DSW | ||||||||||||
| Rockville | 94,000 | 98.0% | 27.44 | — | Regal Entertainment Group | ||||||||||||
Wheaton (leased through 2060)(3) | 66,000 | 100.0% | 16.70 | — | Best Buy | ||||||||||||
| Massachusetts: | |||||||||||||||||
Cambridge (leased through 2033)(3) | 48,000 | 62.1% | 28.58 | — | PetSmart | ||||||||||||
Revere (Wonderland Marketplace)(6) | 140,000 | 99.2% | 13.09 | — | Big Lots, Planet Fitness, Marshalls, Get Air | ||||||||||||
| Missouri: | |||||||||||||||||
| Manchester | 131,000 | 100.0% | 11.26 | $12,500 | Academy Sports, Bob's Discount Furniture, Pan-Asia Market | ||||||||||||
| New Hampshire: | |||||||||||||||||
Salem (leased through 2102)(3) | 39,000 | 100.0% | 10.51 | — | Fun City (lease not commenced) | ||||||||||||
| New Jersey: | |||||||||||||||||
| Bergen Town Center - East, Paramus | 253,000 | 93.8% | 21.13 | — | Lowe's, REI, Best Buy | ||||||||||||
| Bergen Town Center - West, Paramus | 1,059,000 | 94.6% | 33.21 | $300,000 | Target, Century 21, Whole Foods Market, Burlington, Marshalls, Nordstrom Rack, Saks Off 5th, HomeGoods, H&M, Bloomingdale's Outlet, Nike Factory Store, Old Navy | ||||||||||||
| Brick (Brick Commons) | 278,000 | 94.7% | 19.52 | $50,000 | Kohl's, ShopRite, Marshalls, Old Navy | ||||||||||||
Carlstadt (leased through 2050)(3) | 78,000 | 100.0% | 24.39 | — | Stop & Shop | ||||||||||||
| Cherry Hill (Plaza at Cherry Hill) | 422,000 | 73.0% | 14.43 | $28,930 | LA Fitness, Aldi, Raymour & Flanigan, Restoration Hardware, Total Wine, Guitar Center, Sam Ash Music | ||||||||||||
| East Brunswick (Brunswick Commons) | 427,000 | 100.0% | 14.52 | $63,000 | Lowe's, Kohl's, Dick's Sporting Goods, P.C. Richard & Son, T.J. Maxx, LA Fitness | ||||||||||||
| East Hanover (200 - 240 Route 10 West) | 343,000 | 96.1% | 22.13 | $63,000 | The Home Depot, Dick's Sporting Goods, Saks Off Fifth, Marshalls, Paper Store | ||||||||||||
| East Hanover (280 Route 10 West) | 28,000 | 100.0% | 34.71 | — | REI | ||||||||||||
| East Rutherford | 197,000 | 98.3% | 12.75 | $23,000 | Lowe's | ||||||||||||
| Garfield (Garfield Commons) | 298,000 | 100.0% | 15.55 | $40,300 | Walmart, Burlington, Marshalls, PetSmart, Ulta | ||||||||||||
| Hackensack | 275,000 | 99.4% | 23.84 | $66,400 | The Home Depot, Staples, Petco, 99 Ranch | ||||||||||||
| Hazlet | 95,000 | 100.0% | 3.70 | — | Stop & Shop(5) | ||||||||||||
| Jersey City (Hudson Mall) | 382,000 | 78.1% | 16.76 | $23,085 | Marshalls, Big Lots, Retro Fitness, Staples, Old Navy | ||||||||||||
| Jersey City (Hudson Commons) | 236,000 | 100.0% | 13.62 | $28,724 | Lowe's, P.C. Richard & Son | ||||||||||||
| Kearny (Kearny Commons) | 114,000 | 100.0% | 21.85 | — | LA Fitness, Marshalls, Ulta | ||||||||||||
| Lodi (Washington Street) | 85,000 | 87.6% | 22.10 | — | Blink Fitness, Aldi | ||||||||||||
| Manalapan | 208,000 | 87.7% | 20.36 | — | Best Buy, Bed Bath & Beyond, Raymour & Flanigan, PetSmart, Avalon Flooring | ||||||||||||
| Marlton (Marlton Commons) | 218,000 | 100.0% | 16.17 | $37,400 | Kohl's, ShopRite, PetSmart | ||||||||||||
| Middletown (Town Brook Commons) | 231,000 | 96.4% | 13.84 | $31,400 | Kohl's, Stop & Shop | ||||||||||||
22
| URBAN EDGE PROPERTIES | ||||||||
| PROPERTY STATUS REPORT | ||||||||
| As of September 30, 2020 | ||||||||
| (dollars in thousands, except per sf amounts) | ||||||||
| Property | Total Square Feet (1) | Percent Leased(1) | Weighted Average ABR PSF(2) | Mortgage Debt(7) | Major Tenants | ||||||||||||
| Millburn | 104,000 | 98.8% | 27.23 | $23,488 | Trader Joe's, CVS, PetSmart | ||||||||||||
| Montclair | 18,000 | 100.0% | 32.00 | $7,250 | Whole Foods Market | ||||||||||||
Morris Plains (Briarcliff Commons) (6) | 178,000 | 95.0% | 22.88 | — | Kohl's, Uncle Giuseppe's (lease not commenced) | ||||||||||||
| North Bergen (Kennedy Commons) | 62,000 | 100.0% | 14.45 | — | Food Bazaar | ||||||||||||
| North Bergen (Tonnelle Commons) | 412,000 | 94.6% | 21.48 | $100,000 | Walmart, BJ's Wholesale Club, PetSmart | ||||||||||||
| North Plainfield (West End Commons) | 241,000 | 99.1% | 11.36 | $25,100 | Costco, The Tile Shop, La-Z-Boy, Petco, Da Vita Dialysis | ||||||||||||
Paramus (leased through 2033)(3) | 63,000 | 100.0% | 47.18 | — | 24 Hour Fitness | ||||||||||||
| Rockaway (Rockaway River Commons) | 189,000 | 91.5% | 14.28 | $27,800 | ShopRite, T.J. Maxx | ||||||||||||
South Plainfield (Stelton Commons) (leased through 2039)(3) | 56,000 | 96.3% | 21.36 | — | Staples, Party City | ||||||||||||
| Totowa | 271,000 | 100.0% | 18.30 | $50,800 | The Home Depot, Bed Bath & Beyond, buybuy Baby, Marshalls, Staples | ||||||||||||
| Turnersville | 98,000 | 100.0% | 10.06 | — | At Home, Verizon Wireless | ||||||||||||
| Union (2445 Springfield Ave) | 232,000 | 100.0% | 17.85 | $45,600 | The Home Depot | ||||||||||||
| Union (West Branch Commons) | 278,000 | 95.0% | 16.45 | — | Lowe's, Burlington, Office Depot | ||||||||||||
| Watchung (Greenbrook Commons) | 170,000 | 94.9% | 18.15 | $26,742 | BJ's Wholesale Club | ||||||||||||
| Westfield (One Lincoln Plaza) | 22,000 | 79.1% | 32.67 | $4,730 | Five Guys, PNC Bank | ||||||||||||
| Woodbridge (Woodbridge Commons) | 225,000 | 94.7% | 13.07 | $22,100 | Walmart, Charisma Furniture | ||||||||||||
| Woodbridge (Plaza at Woodbridge) | 337,000 | 89.5% | 18.04 | $55,340 | Best Buy, Raymour & Flanigan, Lincoln Tech, Retro Fitness, Bed Bath & Beyond and buybuy Baby (lease not commenced) | ||||||||||||
| New York: | |||||||||||||||||
| Bronx (Gun Hill Commons) | 81,000 | 90.9% | 36.48 | $25,295 | Planet Fitness, Aldi | ||||||||||||
| Bronx (Bruckner Commons) | 375,000 | 82.0% | 27.14 | — | Kmart, ShopRite, Burlington | ||||||||||||
| Bronx (Shops at Bruckner) | 114,000 | 66.6% | 39.19 | $10,510 | Marshalls, Old Navy | ||||||||||||
Brooklyn (Kingswood Center)(6) | 130,000 | 99.1% | 35.06 | $71,916 | T.J. Maxx, New York Sports Clubs, Visiting Nurse Service of NY | ||||||||||||
Brooklyn (Kingswood Crossing)(6) | 110,000 | 67.9% | 43.47 | — | Target, Marshalls, Maimonides Medical (lease not commenced) | ||||||||||||
| Buffalo (Amherst Commons) | 311,000 | 98.1% | 10.94 | — | BJ's Wholesale Club, T.J. Maxx, Burlington, HomeGoods, LA Fitness | ||||||||||||
Commack (leased through 2021)(3) | 47,000 | 100.0% | 20.69 | — | PetSmart, Ace Hardware | ||||||||||||
Dewitt (Marshall Plaza) (leased through 2041)(3) | 46,000 | 100.0% | 22.38 | — | Best Buy | ||||||||||||
Freeport (Meadowbrook Commons) (leased through 2040)(3) | 44,000 | 100.0% | 22.31 | — | Bob's Discount Furniture | ||||||||||||
| Freeport (Freeport Commons) | 173,000 | 100.0% | 22.23 | $43,100 | The Home Depot, Staples | ||||||||||||
| Huntington (Huntington Commons) | 204,000 | 74.6% | 20.30 | — | Marshalls, ShopRite (lease not commenced), Old Navy, Petco | ||||||||||||
| Inwood (Burnside Commons) | 100,000 | 96.5% | 19.45 | — | Stop & Shop | ||||||||||||
| Mt. Kisco (Mt. Kisco Commons) | 189,000 | 96.9% | 16.94 | $13,090 | Target, Stop & Shop | ||||||||||||
New Hyde Park (leased through 2029)(3) | 101,000 | 100.0% | 21.93 | — | Stop & Shop | ||||||||||||
| Queens (Cross Bay Commons) | 46,000 | 80.5% | 42.46 | — | Northwell Health | ||||||||||||
Rochester (Henrietta) (leased through 2056)(3) | 165,000 | 100.0% | 4.64 | — | Kohl's | ||||||||||||
| Staten Island (Forest Commons) | 165,000 | 96.3% | 23.43 | — | Western Beef, Planet Fitness, Mavis Discount Tire, NYC Public School | ||||||||||||
| Yonkers Gateway Center | 448,000 | 94.2% | 16.73 | $28,897 | Burlington, Marshalls, Homesense, Best Buy, DSW, PetSmart, Alamo Drafthouse Cinema | ||||||||||||
23
| URBAN EDGE PROPERTIES | ||||||||
| PROPERTY STATUS REPORT | ||||||||
| As of September 30, 2020 | ||||||||
| (dollars in thousands, except per sf amounts) | ||||||||
| Property | Total Square Feet (1) | Percent Leased(1) | Weighted Average ABR PSF(2) | Mortgage Debt(7) | Major Tenants | ||||||||||||
| Pennsylvania: | |||||||||||||||||
| Bensalem (Marten Commons) | 185,000 | 96.6% | 14.24 | — | Kohl's, Ross Dress for Less, Staples, Petco | ||||||||||||
| Broomall | 169,000 | 88.3% | 9.92 | — | National retailer (lease not commenced), Planet Fitness, PetSmart | ||||||||||||
| Glenolden (MacDade Commons) | 102,000 | 100.0% | 12.84 | — | Walmart | ||||||||||||
| Lancaster (Lincoln Plaza) | 228,000 | 100.0% | 4.94 | — | Lowe's, Community Aid, Mattress Firm | ||||||||||||
Springfield (leased through 2025)(3) | 41,000 | 100.0% | 22.99 | — | PetSmart | ||||||||||||
| Wilkes-Barre (461-499 Mundy Street) | 179,000 | 68.4% | 14.02 | — | Bob's Discount Furniture, Ross Dress for Less, Marshalls, Petco | ||||||||||||
Wyomissing (leased through 2065)(3) | 76,000 | 100.0% | 14.70 | — | LA Fitness, PetSmart | ||||||||||||
| South Carolina: | |||||||||||||||||
Charleston (leased through 2063)(3) | 45,000 | 100.0% | 15.10 | — | Best Buy | ||||||||||||
| Virginia: | |||||||||||||||||
Norfolk (leased through 2069)(3) | 114,000 | 100.0% | 7.79 | — | BJ's Wholesale Club | ||||||||||||
| Puerto Rico: | |||||||||||||||||
| Las Catalinas | 356,000 | 52.9% | 45.82 | $128,822 | Forever 21, Old Navy | ||||||||||||
| Montehiedra | 539,000 | 93.8% | 18.42 | $81,571 | Kmart, The Home Depot, Marshalls, Caribbean Cinemas, Tiendas Capri, Old Navy | ||||||||||||
| Total Shopping Centers and Malls | 14,011,000 | 92.3% | $19.61 | $1,559,890 | |||||||||||||
| WAREHOUSES: | |||||||||||||||||
| East Hanover Warehouses | 943,000 | 100.0% | 5.78 | $40,700 | J & J Tri-State Delivery, Foremost Groups, PCS Wireless, Fidelity Paper & Supply, Meyer Distributing, Consolidated Simon Distributors, Givaudan Flavors, Reliable Tire, LineMart | ||||||||||||
| Lodi (Route 17 North) | 127,000 | 100.0% | 9.95 | — | AAA Wholesale Group (lease not commenced) | ||||||||||||
| Total Urban Edge Properties | 15,081,000 | 92.9% | $18.59 | $1,600,590 | |||||||||||||
(1) Percent leased is expressed as the percentage of gross leasable area subject to a lease. The Company excludes 133,000 sf of self-storage from the report above.
(2) Weighted average annual base rent per square foot is the current base rent on an annualized basis. It includes executed leases for which rent has not commenced and excludes tenant expense reimbursements, free rent periods, concessions and storage rent. Excluding ground leases where the Company is the lessor, the weighted average annual rent per square foot for our retail portfolio is $21.54 per square foot.
(3) The Company is a lessee under a ground or building lease. Ground and building lease terms include exercised options and options that may be exercised in future periods. For building leases, the total square feet disclosed for the building will revert to the lessor upon lease expiration. At Salem, the ground lease is for a portion of the parking area only.
(4) The Company's ownership of Walnut Creek (Mt. Diablo) is 95%.
(5) The tenant never commenced operations at this location but continues to pay rent.
(6) Not included in the same-property pool for the purposes of calculating same-property NOI.
(7) Mortgage debt balances exclude unamortized debt issuance costs.
24
| URBAN EDGE PROPERTIES | ||||||||
| PROPERTY ACQUISITIONS AND DISPOSITIONS | ||||||||
| For the nine months ended September 30, 2020 | ||||||||
| (dollars in thousands) | ||||||||
| 2020 Property Acquisitions: | |||||||||||||||||||||||
| Date Acquired | Property Name | City | State | GLA | Price(1) | ||||||||||||||||||
| 2/12/2020 | Kingswood Center | Brooklyn | NY | 130,000 | $ | 88,800 | |||||||||||||||||
| 2/12/2020 | Kingswood Crossing | Brooklyn | NY | 110,000 | 76,000 | ||||||||||||||||||
| 2020 Property Dispositions: | |||||||||||||||||||||||
| Date Disposed | Property Name | City | State | GLA | Price | ||||||||||||||||||
| 1/24/2020 | Signal Hill | Signal Hill | CA | 45,000 | $ | 16,600 | |||||||||||||||||
| 1/31/2020 | Easton Commons | Bethlehem | PA | 153,000 | 12,534 | ||||||||||||||||||
| 3/12/2020 | Lawnside Commons | Lawnside | NJ | 151,000 | 31,550 | ||||||||||||||||||
(1) Excludes $2.5 million of transaction costs related to property acquisitions.
25
| URBAN EDGE PROPERTIES | ||||||||
| DEVELOPMENT, REDEVELOPMENT AND ANCHOR REPOSITIONING PROJECTS | ||||||||
| As of September 30, 2020 | ||||||||
| (in thousands, except square footage data) | ||||||||
| ACTIVE PROJECTS | Estimated Gross Cost(1) | Incurred as of 9/30/20 | Target Stabilization(2) | Description and status | |||||||||||||
Huntington Commons(3) | $ | 31,200 | $ | 700 | 3Q22 | Retenanting former Kmart Box with ShopRite, tenant repositioning and facade renovations | |||||||||||
Broomall Commons(3) | 17,500 | 200 | 3Q22 | Retenanting former 85,000± sf Giant Food space with national retailers and repositioning center (45,000± sf executed) | |||||||||||||
Lodi(3) | 15,400 | 800 | 3Q21 | Converting former National Wholesale Liquidator space into 127,000± sf warehouse for AAA Wholesale Group and constructing a new 3,000 sf retail pad | |||||||||||||
Kearny Commons(3) | 11,600 | 10,100 | 3Q21 | Expanding by 22,000 sf to accommodate a 10,000 sf Ulta (open) and other tenants as well as adding a freestanding Starbucks (open) | |||||||||||||
Tonnelle Commons(3) | 10,800 | 10,500 | 4Q21 | Adding 102,000± sf CubeSmart self-storage facility on excess land (open) | |||||||||||||
| Briarcliff Commons | 10,500 | 1,100 | 1Q22 | Retenanting former ShopRite with Uncle Giuseppe's, adding new 3,000 sf pad in parking lot | |||||||||||||
Outlets at Montehiedra(3) | 9,200 | 2,400 | 4Q21 | Constructing two new pads adjacent to the Outlets at Montehiedra | |||||||||||||
The Plaza at Woodbridge(3) | 8,900 | 2,600 | 2Q21 | Backfilling former Toys "R" Us space with Bed Bath & Beyond and buybuy Baby | |||||||||||||
Huntington Commons(3) | 5,400 | 4,600 | 1Q21 | Converting 11,000± sf basement space into office space (executed lease) | |||||||||||||
The Plaza at Woodbridge(3) | 4,100 | 4,100 | 2Q22 | Repurposing 82,000 sf of unused basement space into Extra Space self-storage facility (open) | |||||||||||||
Wilkes-Barre(3) | 3,400 | 900 | 2Q21 | Adding new Panera Bread pad | |||||||||||||
Mt. Kisco Commons(3) | 3,000 | 2,800 | 4Q21 | Converting former sit-down restaurant into a Chipotle (open) and another quick service restaurant (under construction) | |||||||||||||
Salem(3) | 1,400 | 300 | 2Q21 | Retenanting former Babies "R" Us with Fun City | |||||||||||||
| Total | $ | 132,400 | (4) | $ | 41,100 | ||||||||||||
(1) Estimated gross cost includes the allocation of internal costs such as labor, interest and taxes.
(2) Target Stabilization reflects the first quarter in which at least 80% of the expected NOI from the project has commenced. A project achieving Target Stabilization is classified as Completed whether or not all costs have been expended and remains listed as a Completed project for one year in the table on page 27. The Target Stabilization date is an estimate and is subject to change resulting from uncertainties inherent in the development process and not wholly under the Company's control. The estimated stabilization dates shown reflect our best estimate assuming activity is not further impeded by COVID-19 related restrictions.
(3) Results from these properties are included in our same-property metrics.
(4) The estimated, unleveraged yield for total Active projects is 8% based on total estimated project costs and the incremental, unleveraged NOI directly attributable to the projects unless otherwise noted. The incremental, unleveraged NOI for Active projects excludes NOI generated outside the project scope such as the impact on future lease rollovers or on the long-term value of the property. The unleveraged yield for projects related to vacant spaces as a result of bankruptcy is based on the total NOI directly attributable to the project and the estimated project costs.
26
| URBAN EDGE PROPERTIES | ||||||||
| DEVELOPMENT, REDEVELOPMENT AND ANCHOR REPOSITIONING PROJECTS | ||||||||
| As of September 30, 2020 | ||||||||
| (in thousands, except square footage data) | ||||||||
| COMPLETED PROJECTS | Estimated Gross Cost(1) | Incurred as of 9/30/20 | Stabilization(2) | Description and status | |||||||||||||
Garfield Commons - Phase II(3) | $ | 3,900 | $ | 3,800 | 3Q20 | Added 18,000± sf of shops for AutoZone and Five Below | |||||||||||
Gun Hill Commons(3) | 1,700 | 1,700 | 4Q19 | Expanded Aldi | |||||||||||||
| Total | $ | 5,600 | (4) | $ | 5,500 | ||||||||||||
FUTURE REDEVELOPMENT(5) | Location | Opportunity | ||||||
| Shops at Bruckner | Bronx, NY | Retenant end-cap anchor space, reposition small shops, facade renovations and common area improvements | ||||||
| Bergen Town Center | Paramus, NJ | Develop a mix of uses including residential, hotel, and/or office; common area improvements and enhancements to improve merchandising | ||||||
| The Plaza at Cherry Hill | Cherry Hill, NJ | Renovating center | ||||||
| Outlets at Montehiedra | San Juan, PR | Develop new pad | ||||||
| Marlton Commons | Marlton, NJ | Develop new small shop space and renovate façade | ||||||
| Hudson Mall | Jersey City, NJ | Develop a mix of uses surrounding Hudson Mall as well as redeveloping parts of the mall to create a retail destination and retenant former Toys "R" Us box | ||||||
| Wilkes-Barre | Wilkes-Barre, PA | Retenant former Babies "R" Us box | ||||||
| Brick Commons | Bricktown, NJ | Develop new pad | ||||||
| Brunswick Commons | East Brunswick, NJ | Develop new pad | ||||||
| Las Catalinas Mall | Caguas, PR | Retenant former Kmart box | ||||||
(1) Estimated gross cost includes the allocation of internal costs such as labor, interest and taxes.
(2) Stabilization reflects the first quarter in which at least 80% of the expected NOI from the project has commenced. A project achieving Stabilization is classified as Completed whether or not all costs have been expended and remains listed as a Completed project for one year in the table above.
(3) Results from these properties are included in our same-property metrics.
(4) The estimated unleveraged yield for Completed projects is 9% based on the total estimated project costs of and the incremental unleveraged NOI expected from the projects. The incremental unleveraged NOI for Completed projects excludes NOI generated outside the project scope such as the impact on future lease rollovers or on the long-term value of the property. The unleveraged yield for projects related to vacant spaces as a result of bankruptcy is based on the total NOI directly attributable to the project and the estimated project costs.
(5) The Company has identified future redevelopment opportunities which are, or will soon be, in preliminary planning phases and as such, may not ultimately become active projects. Proceeding with these investments is subject to many factors outside of the Company's control, and it is possible that municipal or other approvals may delay or suspend our ability to proceed with such plans. The execution of these projects is discretionary and we are under no current obligation to fund these projects.
27
| URBAN EDGE PROPERTIES | ||||||||
| DEBT SUMMARY | ||||||||
| As of September 30, 2020 and December 31, 2019 | ||||||||
| (in thousands) | ||||||||
| September 30, 2020 | December 31, 2019 | ||||||||||
| Secured fixed rate debt | $ | 1,430,829 | $ | 1,386,748 | |||||||
| Secured variable rate debt | 169,761 | 169,500 | |||||||||
| Unsecured variable rate debt | 250,000 | — | |||||||||
| Total debt | $ | 1,850,590 | $ | 1,556,248 | |||||||
| % Secured fixed rate debt | 77.3 | % | 89.1 | % | |||||||
| % Secured variable rate debt | 9.2 | % | 10.9 | % | |||||||
| % Unsecured variable rate debt | 13.5 | % | — | % | |||||||
| Total | 100 | % | 100 | % | |||||||
| Secured mortgage debt | $ | 1,600,590 | $ | 1,556,248 | |||||||
Unsecured debt(1) | 250,000 | — | |||||||||
| Total debt | $ | 1,850,590 | $ | 1,556,248 | |||||||
| % Secured mortgage debt | 86 | % | 100 | % | |||||||
| % Unsecured mortgage debt | 14 | % | N/A | ||||||||
| Total | 100 | % | 100 | % | |||||||
| Weighted average remaining maturity on secured mortgage debt | 5.6 years | 5.7 years | |||||||||
| Weighted average remaining maturity on unsecured debt | 3.3 years | N/A | |||||||||
| Total market capitalization (see page 16) | $ | 3,030,385 | |||||||||
| % Secured mortgage debt | 53 | % | |||||||||
| % Unsecured debt | 8 | % | |||||||||
| Total debt: Total market capitalization | 61 | % | |||||||||
Weighted average interest rate(2) | |||||||||||
| Secured mortgage debt | 4.16 | % | 4.04 | % | |||||||
| Unsecured debt (revolving credit facility) | 1.21 | % | — | % | |||||||
| Total debt | 3.76 | % | 4.04 | % | |||||||
Note: All amounts and calculations exclude unamortized debt issuance costs on mortgages payable.
(1) In March 2020, the Company borrowed $250 million under its revolving credit agreement. This balance was fully repaid on November 4, 2020. The agreement has a maturity date of January 29, 2024 with two six-month extension options. Borrowings under the agreement bear interest at LIBOR plus an applicable margin of 1.05% to 1.50% and an annual facility fee of 15 to 30 basis points based on our current leverage ratio.
(2) Weighted average interest rate is calculated based on balances outstanding at the respective dates.
28
| URBAN EDGE PROPERTIES | ||||||||
| MORTGAGE DEBT SUMMARY | ||||||||
| As of September 30, 2020 (unaudited) and December 31, 2019 | ||||||||
| (dollars in thousands) | ||||||||
| Debt Instrument | Maturity Date | Rate | September 30, 2020 | December 31, 2019 | Percent of Mortgage Debt at September 30, 2020 | ||||||||||||
Cherry Hill (Plaza at Cherry Hill)(4) | 5/24/22 | 1.76 | % | $ | 28,930 | $ | 28,930 | 1.8 | % | ||||||||
Westfield (One Lincoln Plaza)(4) | 5/24/22 | 1.76 | % | 4,730 | 4,730 | 0.3 | % | ||||||||||
Woodbridge (Plaza at Woodbridge)(4) | 5/25/22 | 1.76 | % | 55,340 | 55,340 | 3.5 | % | ||||||||||
| Bergen Town Center - West, Paramus | 4/8/23 | 3.56 | % | 300,000 | 300,000 | 18.7 | % | ||||||||||
| Bronx (Shops at Bruckner) | 5/1/23 | 3.90 | % | 10,510 | 10,978 | 0.7 | % | ||||||||||
Jersey City (Hudson Mall)(3) | 12/1/23 | 5.07 | % | 23,085 | 23,625 | 1.4 | % | ||||||||||
Yonkers Gateway Center(5) | 4/6/24 | 4.16 | % | 28,897 | 30,122 | 1.8 | % | ||||||||||
Las Catalinas(7) | 8/6/24 | 7.43 | % | 128,822 | 129,335 | 8.0 | % | ||||||||||
Jersey City (Hudson Commons)(1) | 11/15/24 | 2.06 | % | 28,724 | 29,000 | 1.8 | % | ||||||||||
Watchung(1) | 11/15/24 | 2.06 | % | 26,742 | 27,000 | 1.7 | % | ||||||||||
Bronx (1750-1780 Gun Hill Road)(1) | 12/1/24 | 2.06 | % | 25,295 | 24,500 | 1.6 | % | ||||||||||
| Brick | 12/10/24 | 3.87 | % | 50,000 | 50,000 | 3.1 | % | ||||||||||
| North Plainfield | 12/10/25 | 3.99 | % | 25,100 | 25,100 | 1.6 | % | ||||||||||
| Middletown | 12/1/26 | 3.78 | % | 31,400 | 31,400 | 2.0 | % | ||||||||||
| Rockaway | 12/1/26 | 3.78 | % | 27,800 | 27,800 | 1.7 | % | ||||||||||
| East Hanover (200 - 240 Route 10 West) | 12/10/26 | 4.03 | % | 63,000 | 63,000 | 3.9 | % | ||||||||||
| North Bergen (Tonnelle Ave) | 4/1/27 | 4.18 | % | 100,000 | 100,000 | 6.2 | % | ||||||||||
| Manchester | 6/1/27 | 4.32 | % | 12,500 | 12,500 | 0.8 | % | ||||||||||
| Millburn | 6/1/27 | 3.97 | % | 23,488 | 23,798 | 1.5 | % | ||||||||||
| Totowa | 12/1/27 | 4.33 | % | 50,800 | 50,800 | 3.2 | % | ||||||||||
| Woodbridge (Woodbridge Commons) | 12/1/27 | 4.36 | % | 22,100 | 22,100 | 1.4 | % | ||||||||||
| East Brunswick | 12/6/27 | 4.38 | % | 63,000 | 63,000 | 3.9 | % | ||||||||||
| East Rutherford | 1/6/28 | 4.49 | % | 23,000 | 23,000 | 1.4 | % | ||||||||||
Brooklyn (Kingswood Center)(6) | 2/6/28 | 5.07 | % | 71,916 | — | 4.5 | % | ||||||||||
| Hackensack | 3/1/28 | 4.36 | % | 66,400 | 66,400 | 4.1 | % | ||||||||||
| Marlton | 12/1/28 | 3.86 | % | 37,400 | 37,400 | 2.3 | % | ||||||||||
| East Hanover Warehouses | 12/1/28 | 4.09 | % | 40,700 | 40,700 | 2.5 | % | ||||||||||
| Union (2445 Springfield Ave) | 12/10/28 | 4.01 | % | 45,600 | 45,600 | 2.8 | % | ||||||||||
| Freeport (Freeport Commons) | 12/10/29 | 4.07 | % | 43,100 | 43,100 | 2.7 | % | ||||||||||
Montehiedra(8) | 6/1/30 | 5.00 | % | 81,571 | 83,202 | 5.1 | % | ||||||||||
Montclair(9) | 8/15/30 | 3.15 | % | 7,250 | — | 0.5 | % | ||||||||||
| Garfield | 12/1/30 | 4.14 | % | 40,300 | 40,300 | 2.5 | % | ||||||||||
Mt Kisco(2) | 11/15/34 | 6.40 | % | 13,090 | 13,488 | 0.8 | % | ||||||||||
Montehiedra (junior loan)(8) | — | — | % | — | 30,000 | — | % | ||||||||||
| Total mortgage debt | 4.16 | % | $ | 1,600,590 | $ | 1,556,248 | 100 | % | |||||||||
| Unamortized debt issuance costs | (10,286) | (10,053) | |||||||||||||||
| Total mortgage debt, net | $ | 1,590,304 | $ | 1,546,195 | |||||||||||||
(1)Bears interest at one month LIBOR plus 190 bps.
(2)The mortgage payable balance on the loan secured by Mt Kisco includes $0.9 million of unamortized debt discount as of both September 30, 2020 and December 31, 2019. The effective interest rate including amortization of the debt discount is 7.31% as of September 30, 2020.
(3)The mortgage payable balance on the loan secured by Hudson Mall includes $0.8 million and $1.0 million of unamortized debt premium as of September 30, 2020 and December 31, 2019, respectively. The effective interest rate including amortization of the debt premium is 3.91% as of September 30, 2020.
(4)Bears interest at one month LIBOR plus 160 bps.
(5)The mortgage payable balance on the loan secured by Yonkers Gateway Center includes $0.5 million and $0.6 million of unamortized debt premium as of both September 30, 2020 and December 31, 2019, respectively. The effective interest rate including amortization of the debt premium is 3.74% as of September 30, 2020.
(6)The mortgage payable balance on the loan secured by Kingswood Center includes $6.4 million of unamortized debt premium as of September 30, 2020. The effective interest rate including amortization of the debt premium is 3.74% as of September 30, 2020.
(7)As of April 2020, the non-recourse mortgage loan on Las Catalinas Mall is in default, is subject to incremental default interest while the outstanding balance remains unpaid, and the lender has the ability to accelerate the full loan balance. We currently remain in active negotiations with the special servicer and no determination has been made as to the timing or ultimate resolution of this matter.
(8)On June 1, 2020, we refinanced the mortgage secured by The Outlets at Montehiedra in Puerto Rico, whereby the $30 million junior loan plus accrued interest of $5.4 million was forgiven and the senior loan was replaced by a new $82 million, 10-year fixed rate mortgage.
(9)On August 6, 2020, the Company obtained a $7.3 million,10-year non-recourse mortgage loan at a rate of 3.15% on its property in Montclair, NJ.
29
| URBAN EDGE PROPERTIES | ||||||||
| DEBT MATURITY SCHEDULE | ||||||||
| As of September 30, 2020 (unaudited) | ||||||||
| (dollars in thousands) | ||||||||
| Secured Debt | Unsecured Debt | |||||||||||||||||||||||||
| Year | Amortization | Balloon Payments | Premium/(Discount) Amortization | Revolving Credit Facility(2) | Total | Weighted Average Interest rate at maturity | Percent of Debt Maturing | |||||||||||||||||||
2020(1) | $ | 2,766 | $ | — | $ | 301 | $ | — | $ | 3,067 | 5.3% | 0.2 | % | |||||||||||||
| 2021 | 11,750 | — | 1,206 | — | 12,956 | 4.4% | 0.7 | % | ||||||||||||||||||
| 2022 | 14,822 | 85,462 | 1,206 | — | 101,490 | 2.2% | 5.5 | % | ||||||||||||||||||
| 2023 | 16,543 | 329,433 | 1,182 | — | 347,158 | 3.7% | 18.8 | % | ||||||||||||||||||
| 2024 | 14,999 | 263,360 | 849 | 250,000 | 529,208 | 3.2% | 28.5 | % | ||||||||||||||||||
| 2025 | 11,308 | 23,260 | 814 | — | 35,382 | 4.1% | 1.9 | % | ||||||||||||||||||
| 2026 | 11,285 | 115,104 | 814 | — | 127,203 | 4.0% | 6.9 | % | ||||||||||||||||||
| 2027 | 8,390 | 259,525 | 814 | — | 268,729 | 4.3% | 14.5 | % | ||||||||||||||||||
| 2028 | 7,783 | 264,822 | 12 | — | 272,617 | 4.4% | 14.7 | % | ||||||||||||||||||
| Thereafter | 13,907 | 139,228 | (355) | — | 152,780 | 4.5% | 8.3 | % | ||||||||||||||||||
| Total | $ | 113,553 | $ | 1,480,194 | $ | 6,843 | $ | 250,000 | $ | 1,850,590 | 3.8% | 100 | % | |||||||||||||
| Unamortized debt issuance costs | (10,286) | |||||||||||||||||||||||||
| Total outstanding debt, net | $ | 1,840,304 | ||||||||||||||||||||||||
(1) Remainder of 2020.
(2) The borrowings on the revolving credit facility were fully repaid on November 4, 2020.
30
| URBAN EDGE PROPERTIES | ||||||||
| COVID-19 DISCLOSURE | ||||||||
Status of Rent Deferrals
As of November 3, 2020, the Company has executed or approved deferral agreements as follows:
| Number Executed / Approved | Square Feet | Amount(2) | Weighted Avg. Payback Start Date | Weighted Avg Payback (in months) | ||||||||||||||||||||||||||||
Deferral Agreements(1) | 116 | 1,482,000 | $ | 7,100 | 2/2021 | 10 | ||||||||||||||||||||||||||
(1) There can be no assurance that all payment deferral plans will be consummated on the agreed-upon terms and/or if consummated, repaid by terms of the agreement.
(2) Amount in thousands. Includes both base rent and/or tenant expense reimbursement amounts, of which $3.6 million and $3.5 million were deferred from second quarter and third quarter billings, respectively, based on specific terms of each agreement.
Composition of Rental Revenue for the quarter ended September 30, 2020
| Three Months Ended September 30, 2020 | |||||||||||||||||
| (in thousands) | |||||||||||||||||
Collected property rentals and tenant expense reimbursements from third quarter billings(1) | $ | 73,009 | |||||||||||||||
| Uncollected property rentals and tenant expense reimbursements from third quarter billings | |||||||||||||||||
Reserved(4) | 9,384 | ||||||||||||||||
| Accrued - unreserved | 7,594 | ||||||||||||||||
| Executed deferral agreements accrued and unreserved | 1,956 | ||||||||||||||||
Total property rentals and tenant expense reimbursements before non-cash adjustments from third quarter billings(2) | 91,943 | ||||||||||||||||
Non-cash adjustments(3) | (4,667) | ||||||||||||||||
| Rental revenue deemed uncollectible | (11,917) | ||||||||||||||||
| Total rental revenue recognized | $ | 75,359 | |||||||||||||||
(1) Amount does not include approximately $7.6 million of rents collected during the third quarter that pertain to amounts billed in prior periods..
(2) Total third quarter billings include $12.5 million of gross amounts billed for leases with rental revenue being recognized on a cash-basis. The Company had 173 leases with rental revenue being recognized on a cash-basis as of September 30, 2020, which represented approximately 13% of total portfolio ABR.
(3) Amount comprises straight-line rental (expense) income, including the write-off of straight-line rents receivable amounting to $4.7 million in connection with leases being recognized on a cash-basis, amortization of lease intangibles, credits for tenant abatements and accrued unbilled amounts during the third quarter.
(4) Uncollected reserved balances includes amounts abated in the quarter, with $6.3 million of reserves pertaining to leases with rental revenue being recognized on a cash-basis.
Composition of Rental Revenue Deemed Uncollectible
| Three Months Ended September 30, 2020 | |||||
| (in thousands) | |||||
| Rental revenue deemed uncollectible (bad debt expense) | |||||
| Amounts billed in third quarter deemed uncollectible | $ | 9,384 | |||
Amounts billed prior to third quarter now deemed uncollectible(1) | 3,423 | ||||
| Recovery of previous quarter amounts deemed uncollectible | (890) | ||||
Total rental revenue deemed uncollectible (bad debt expense)(2) | $ | 11,917 | |||
(1) Amount primarily relates to leases moved to cash-basis revenue recognition during the third quarter as well as tenants for which new accruals were taken and rent was not collected.
(2) Rental revenue deemed uncollectible includes amounts from abatements executed during the quarter and $8.4 million recorded on revenue deemed uncollectible from tenants accounted for on a cash basis.
31
Collection Status as of September 30, 2020 by Tenant Type
| 2Q 2020 | 3Q 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tenant Type | Tenant Billings(1) | % Collected | Tenant Billings(1) | % Collected | |||||||||||||||||||||||||||||||||||||||||||||||||
| National | $ | 65,787 | 81 | % | $ | 68,390 | 83 | % | |||||||||||||||||||||||||||||||||||||||||||||
| Regional | 9,460 | 60 | % | 9,858 | 72 | % | |||||||||||||||||||||||||||||||||||||||||||||||
| Mom and pop | 6,872 | 57 | % | 7,009 | 65 | % | |||||||||||||||||||||||||||||||||||||||||||||||
| Local franchise | 5,556 | 57 | % | 5,549 | 63 | % | |||||||||||||||||||||||||||||||||||||||||||||||
| Temporary | 1,717 | 46 | % | 1,137 | 80 | % | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 89,392 | 75 | % | $ | 91,943 | 79 | % | |||||||||||||||||||||||||||||||||||||||||||||
(1) Total tenant billings represent gross amounts billed, which include amounts that have been deferred or abated. | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Collection Status as of September 30, 2020 by Tenant Category
| 2Q 2020 | 3Q 2020 | ||||||||||||||||||||||||||||
| Tenant Category | Tenant Billings(1) | % Collected | Tenant Billings(1) | % Collected | |||||||||||||||||||||||||
| Discounters / Century 21 / Walmart / Target | $ | 15,381 | 80 | % | $ | 16,438 | 71 | % | |||||||||||||||||||||
Grocer / warehouse clubs(2) | 11,070 | 98 | % | 10,976 | 92 | % | |||||||||||||||||||||||
| Apparel / department stores | 10,801 | 50 | % | 10,883 | 82 | % | |||||||||||||||||||||||
| Home improvement | 9,265 | 100 | % | 9,150 | 97 | % | |||||||||||||||||||||||
Other(3) | 9,146 | 60 | % | 8,986 | 69 | % | |||||||||||||||||||||||
Restaurants(4) | 7,359 | 44 | % | 7,471 | 56 | % | |||||||||||||||||||||||
| Other essential businesses (auto, pet supplies, banks, pharmacy, packaging, etc.) | 6,353 | 97 | % | 7,229 | 92 | % | |||||||||||||||||||||||
| Furnishings | 5,187 | 74 | % | 5,368 | 92 | % | |||||||||||||||||||||||
| Consumer electronics | 4,450 | 93 | % | 4,621 | 94 | % | |||||||||||||||||||||||
| Fitness | 3,678 | 4 | % | 4,052 | 29 | % | |||||||||||||||||||||||
| Medical offices | 2,762 | 85 | % | 2,789 | 83 | % | |||||||||||||||||||||||
| Warehouse/ Non-retail | 2,228 | 95 | % | 2,188 | 92 | % | |||||||||||||||||||||||
| Office supplies | 1,712 | 94 | % | 1,792 | 97 | % | |||||||||||||||||||||||
| Total | $ | 89,392 | 75 | % | $ | 91,943 | 79 | % | |||||||||||||||||||||
(1) Total tenant billings represent gross amounts billed, which include amounts that have been deferred or abated. (2) Uncollected balance from grocer / warehouse clubs in the third quarter of 2020 includes $0.5 million of semi-annual or quarterly taxes billed towards the end of the quarter, which are expected to be collected in the fourth quarter and would make the collection rate for the third quarter 96%. (3) Category includes sporting goods, beauty, personal care services, education, entertainment, education, nutrition, and other tenant types representing 8% of total ABR. (4) The uncollected amount of third quarter billings for the restaurant category is comprised of 41% national & regional tenants (Applebee's, Ruth's Chris Steak House, Red Lobster, etc.), 29% of local franchises (Arooga's Grille House, Buffalo Wild Wings, Pizza Hut, etc.) and 30% of mom and pop tenants. | |||||||||||||||||||||||||||||
32
Status of Store Openings and Rent Collections as of November 3, 2020
The status of tenants open for business and collections by property type as of November 3, 2020 were as follows:
| % Collected | ||||||||||||||||||||||||||||||||
| % of Portfolio ABR | % Open by ABR(1) | 2Q 2020 | 3Q 2020 | October | ||||||||||||||||||||||||||||
| Strips | 76% | 97% | 83% | 85% | 89% | |||||||||||||||||||||||||||
Malls(2) | 22% | 98% | 54% | 73% | 75% | |||||||||||||||||||||||||||
| Warehouses | 2% | 100% | 97% | 98% | 100% | |||||||||||||||||||||||||||
| Total portfolio | 100% | 97% | 77% | 83% | 86% | |||||||||||||||||||||||||||
(1) Categories of tenants not open as of November 3, 2020 include Fitness, Theaters, Entertainment, Restaurants and tenants located in areas with COVID-19 closure requirements.
(2) Includes Bergen Town Center, Hudson Mall, Outlets at Montehiedra and Las Catalinas Mall.
33