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Section 1: 8-K (8-K)

8K - Earnings Release


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):
May 6, 2015

URBAN EDGE PROPERTIES
(Exact name of Registrant as specified in its charter)
Maryland
 
No. 001-36523
 
47-6311266
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification Number)
 
888 Seventh Avenue
 
 
 
New York, New York
 
10019
 
(Address of Principal Executive offices)
 
(Zip Code)
Registrant’s telephone number including area code: (212) 956-2556
 
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.):
o  
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o  
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Item 2.02 Results of Operations and Financial Condition

On May 6, 2015, Urban Edge Properties (the "Company") announced its financial results for the three months ended March 31, 2015. A copy of the Company's earnings press release is furnished as Exhibit 99.1 to this report on Form 8-K. A copy of the Company's Supplemental Disclosure Package is furnished as Exhibit 99.2 to this report on Form 8-K. The information contained in this 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 in any registration statement filed by the Company under the Securities Act of 1933, as amended.

Item 7.01 Regulation FD Disclosure

On May 6, 2015, the Company announced its financial results for the three months ended March 31, 2015 and made available on its website the press release and Supplemental Disclosure Package described in Item 2.02 above. The information contained in this 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 in any registration statement filed by the Company under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:
99.1 - Earnings Press Release of Urban Edge Properties dated May 6, 2015.
99.2 - Supplemental Disclosure Package of Urban Edge Properties for the Quarter Ended March 31, 2015.






SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
 
URBAN EDGE PROPERTIES
 
 
(Registrant)
 
 
 
 
 
 
Date: May 6, 2015
By:
/s/ Mark Langer
 
 
Mark Langer, Executive Vice President and Chief Financial Officer







INDEX TO EXHIBITS

Exhibit Number
 
Document
 
 
 
99.1
 
Earnings Press Release of Urban Edge Properties dated May 6, 2015
99.2
 
Supplemental Disclosure Package of Urban Edge Properties for the Quarter Ended March 31, 2015



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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit 99.1 - Earnings Release - 1Q15


 
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 First Quarter 2015 Operating Results

                                    
NEW YORK, NY, May 6, 2015 - Urban Edge Properties (NYSE:UE) announced today its financial results for the three months ended March 31, 2015.

First Quarter 2015 Highlights:
Generated Recurring Funds from Operations ("FFO") of $0.30 per diluted share for the quarter
Generated FFO of $0.01 per diluted share for the quarter, including $0.28 per diluted share in transaction costs and one-time equity awards associated with the spin-off from Vornado Realty Trust and $0.01 per diluted share from other non-recurring revenue and expenses, net
Increased same-property Net Operating Income (“NOI”) by 2.7% (both with and without redevelopment) for the quarter as compared to the same period in 2014
Consolidated retail portfolio occupancy was 95.8%, unchanged compared to December 31, 2014 and up 70 basis points compared to March 31, 2014
Increased same-property retail portfolio occupancy 20 basis points to 96.5% compared to December 31, 2014 and up 100 basis points compared to March 31, 2014
Executed 24 new leases, renewals, and options during the quarter totaling 372,512 square feet at an average rent spread of 10.0% on a same-space basis
Repaid two mortgage loans totaling $29.1 million with a weighted average interest rate of 3.1%
Ended the quarter with $199 million cash and cash equivalents and no amounts drawn on the $500 million revolving credit facility

“We are pleased to report strong financial and operating results in our first quarter as a public entity." said Jeff Olson, CEO. "Recurring FFO per share was higher than expected and our leasing team delivered excellent results. During the quarter, we also made significant progress advancing our redevelopment projects and building our pipeline.”

Financial Highlights:
Recurring FFO was $31.7 million, or $0.30 per diluted share, and FFO was $1.5 million, or $0.01 per diluted share, in the first quarter of 2015. FFO includes $29.0 million of transaction costs and one-time equity awards associated with the spin-off from Vornado Realty Trust, which was completed on January 15, 2015, $1.4 million of environmental remediation costs and $1.0 million of debt restructuring costs, partially offset by $1.3 million of tenant settlement income.

Net loss attributable to common shareholders was $11.5 million, or $0.11 per diluted share, for the quarter ended March 31, 2015. A reconciliation of net loss attributable to common shareholders to FFO and the reconciling components of FFO to Recurring FFO are provided in the tables accompanying this press release.

Operating Highlights:
Same-property NOI increased 2.7% (both with and without redevelopment) for the first quarter of 2015 as compared to the first quarter in 2014. A reconciliation of same-property NOI to income before income taxes is provided in the tables accompanying this press release. As of March 31, 2015, occupancy for the company’s consolidated retail portfolio was 95.8%, unchanged compared to December 31, 2014 and up 70 basis points compared to March 31, 2014. On a

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same-property basis, retail portfolio occupancy increased 20 basis points to 96.5% compared to December 31, 2014 and increased 100 basis points compared to March 31, 2014.

During the first quarter of 2015, the company executed 24 new leases, renewals, and options totaling 372,512 square feet. On a same-space basis, rents for new leases increased by 45.4% and rents for renewals and options increased by 6.2% resulting in a weighted average total increase of 10.0% from prior cash rents, comprising 369,464 square feet at an average rental rate of $18.15 per square foot.

Development and Redevelopment Activities:
The company had approximately $65.8 million of development and redevelopment projects underway of which $51.6 million remained to be funded as of March 31, 2015.

The conversion of Montehiedra Town Center (“Montehiedra”), a 542,000 square-foot mall in Puerto Rico, into an outlet-focused retail mall is on schedule for completion in late 2016. The renovation of our East Hanover warehouses will be substantially complete the second quarter of 2015.

The company continues to build its redevelopment pipeline, which includes a planned expansion at Bergen Town Center and several other expansion projects where new retail pads can be developed.

Subsequent to the end of the quarter, we closed on the purchase of a $2.8 million approximately 7,700 square-foot outparcel, adjacent to Bergen Town Center.

Capital Structure:
Revolving Credit Agreement
On January 15, 2015, the company entered into a $500 million unsecured Revolving Credit Agreement (the “Agreement”) with certain financial institutions. The Agreement has a four-year term with two six-month extension options. Borrowings under the Agreement bear interest at LIBOR plus 1.15% based on our current leverage ratio as defined within the Agreement. No amounts have been drawn to date under the Agreement.

Mortgage Loans
On January 6, 2015, the company completed the restructuring of terms on the $120 million, 6.04% mortgage loan secured by Montehiedra. The loan maturity has been extended from July 2016 to July 2021 and the principal was separated into two tranches, a senior $90 million note with interest at 5.33% to be paid currently and a junior $30 million note with interest accruing at 3%. As part of the planned redevelopment of the property, the company is committed to fund $20 million for leasing and capital expenditures of which $8 million has been funded through the quarter ended March 31, 2015. On February 11, 2015 we repaid the 5.32%, $12.1 million loan secured by our Mount Kisco (A&P) property. On March 10, 2015 we repaid the 1.47% variable rate, $17 million loan secured by Forest Plaza on Staten Island.

Balance Sheet Highlights:
At March 31, 2015, the company’s total market capitalization (including debt and equity) was $3.8 billion comprised of 105.4 million shares of common stock outstanding (on a fully diluted basis) valued at approximately $2.5 billion and approximately $1.3 billion of debt (excluding any debt premium/discount). The company's net debt to Adjusted EBITDA was 5.5x. At March 31, 2015, the company had approximately $199 million of cash and cash equivalents on hand and had not drawn on its revolving credit facility.

Non-GAAP Financial Measures
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, particularly REITs. FFO is calculated in accordance with the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as net income (computed in accordance with generally accepted accounting principles (“GAAP”)), excluding gains (or losses) from sales of depreciated real estate assets, real estate impairment losses, rental property depreciation and amortization expense. The company makes certain adjustments to FFO, which it refers to as Recurring FFO, to account for items it does not believe are representative of ongoing operating results, including transaction costs associated with acquisition and disposition activity and non-recurring revenue and expenses. Recurring FFO is presented as a supplemental measure in order to present operations in a manner most relevant to its future operations and comparability of historical financial periods.

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We believe financial analysts, investors and stockholders are better served by the presentation of comparable period operating results generated from FFO and Recurring FFO measures. The company’s method of calculating FFO and Recurring FFO may be different from methods used by other REITs, and accordingly, may not be comparable to such other REITs.

The company uses NOI, which is a non-GAAP financial measure, internally as a performance measure and believes NOI provides useful information to investors regarding the company’s financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level and when compared across periods, reflects the impact on operations from trends in occupancy rates, rental rates and operating costs on an unleveraged basis, providing perspective not immediately apparent from our operating income or net income. In this release, the company has provided NOI on a same-property basis. Information provided on a same-property basis includes the results of properties that were owned and operated for the entirety of the reporting periods being compared and excludes properties that were under development/redevelopment, and properties acquired, sold, or are in the foreclosure process during the periods being compared.

Earnings before interest, tax, depreciation and amortization ("EBITDA") and Adjusted EBITDA are supplemental, non-GAAP measures utilized in various financial ratios. EBITDA and Adjusted EBITDA are presented to assist investors in the evaluation of REITs and 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. Accordingly, the use of EBITDA and Adjusted EBITDA in various ratios provides a meaningful performance measure as it relates to its ability to meet various coverage tests for the stated period.

FFO, Recurring FFO, NOI, same-property NOI, EBITDA and Adjusted EBITDA are presented to assist investors in analyzing the company’s operating performance. Neither FFO nor Recurring FFO (i) represents cash flow from operations as defined by GAAP, (ii) is indicative of cash available to fund all cash flow needs, including the ability to make distributions, (iii) is an alternative to cash flow as a measure of liquidity, or (iv) should be considered as an alternative to net income (which is determined in accordance with GAAP) for purposes of evaluating the company’s operating performance.The company believes net income attributable to common shareholders is the most directly comparable GAAP financial measure to FFO and Recurring FFO while income before income taxes is the most directly comparable GAAP financial measure to NOI and same-property NOI and net income (loss) is the most directly comparable GAAP financial measure to EBITDA and Adjusted EBITDA. Reconciliations of these measures to their respective comparable GAAP measures have been provided in the tables accompanying this press release.

ADDITIONAL INFORMATION
For a copy of the company’s first quarter supplemental disclosure package, please access the "Investors" section of UE’s website at www.uedge.com. Our website also includes other financial information, including our Annual Report on Form 10-K, Current Reports on Form 8-K, and amendments to those reports.

ABOUT URBAN EDGE
Urban Edge Properties is a real estate investment trust that owns, operates and develops retail properties in high barrier-to-entry markets. The company comprises 79 shopping centers, 3 malls and a warehouse park adjacent to one of the centers, and aggregates 14,821,000 square feet. The consolidated retail portfolio occupancy was 95.8% at March 31, 2015.


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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 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 these and our other forward-looking statements are beyond our ability to control or predict. 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, 2014, as amended.

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 AND COMBINED BALANCE SHEETS
(Amounts in thousands, except share and per share amounts) 
 
March 31,
 
December 31,
 
2015
 
2014
ASSETS
(Unaudited)
 
 

Real estate, at cost:
 

 
 

Land
$
378,096

 
$
378,096

Buildings and improvements
1,633,649

 
1,632,228

Construction in progress
11,864

 
8,545

Leasehold improvements and equipment
3,796

 
3,935

Total
2,027,405

 
2,022,804

Accumulated depreciation and amortization
(479,254
)
 
(467,503
)
Real estate, net
1,548,151

 
1,555,301

Cash and cash equivalents
199,011

 
2,600

Cash held in escrow and restricted cash
12,935

 
9,967

Tenant and other receivables, net of allowance for doubtful accounts of $2,350 and $2,432, respectively
12,485

 
11,424

Receivable arising from the straight-lining of rents
89,281

 
89,199

Identified intangible assets, net of accumulated amortization of $21,299 and $20,672, respectively
34,089

 
34,775

Deferred leasing costs, net of accumulated amortization of $12,483 and $12,121, respectively
17,412

 
17,653

Deferred financing costs, net of accumulated amortization of $6,338 and $6,813, respectively
12,943

 
10,353

Prepaid expenses and other assets
10,161

 
10,257

Total assets
$
1,936,468

 
$
1,741,529

 
 
 
 
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
 

 
 

Liabilities:
 
 
 
Mortgages payable
$
1,253,889

 
$
1,288,535

Identified intangible liabilities, net of accumulated amortization of $64,092 and $62,395, respectively
158,612

 
160,667

Accounts payable and accrued expenses
32,705

 
26,924

Other liabilities
9,187

 
6,540

Total liabilities
1,454,393

 
1,482,666

Commitments and contingencies


 


Redeemable noncontrolling interests
143,675

 

Shareholders’ equity:
 
 
 
Common shares: $0.01 par value; 500,000,000 shares authorized and 99,262,413 shares issued and outstanding
992

 

Additional paid-in capital
366,306

 

Accumulated earnings (deficit)
(29,245
)
 

Noncontrolling interest
347

 
341

Vornado equity

 
258,522

Total equity
338,400

 
258,863


$
1,936,468

 
$
1,741,529



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URBAN EDGE PROPERTIES
CONSOLIDATED AND COMBINED STATEMENTS OF INCOME
(Unaudited, in thousands, except per share data)
 
 
Three Months Ended March 31,
 
2015
 
2014
REVENUE
 

 
 

Property rentals
$
57,586

 
$
57,424

Tenant expense reimbursements
24,303

 
24,797

Other income
1,894

 
411

Total revenue
83,783

 
82,632

EXPENSES
 

 
 

Depreciation and amortization
13,732

 
13,598

Real estate taxes
12,824

 
12,666

Property operating
16,523

 
16,566

General and administrative
12,326

 
5,109

Ground rent
2,514

 
2,556

Transaction costs
21,859

 

Provision for doubtful accounts
323

 
369

Total expenses
80,101

 
50,864

Operating income
3,682

 
31,768

Interest income
11

 
9

Interest and debt expense
(15,169
)
 
(13,130
)
Income (loss) before income taxes
(11,476
)
 
18,647

Income tax expense
(541
)
 
(731
)
Net income (loss)
(12,017
)
 
17,916

Less net (income) loss attributable to noncontrolling interests in:
 
 
 
Limited partnership interests in operating partnership
560

 

Consolidated subsidiaries
(6
)
 
(5
)
Net income (loss) attributable to common shareholders
$
(11,463
)
 
$
17,911

 
 
 
 
Earnings (loss) per common share - Basic:
$
(0.12
)
 
$
0.18

Earnings (loss) per common share - Diluted:
$
(0.12
)
 
$
0.18

Weighted average shares outstanding
99,248

 
99,248



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Reconciliation of Net Income (Loss) Attributable to Common Shareholders to FFO and Recurring FFO

The following table reflects the reconciliation of FFO and Recurring FFO to net income (loss) attributable to common shareholders, the most directly comparable GAAP measure, for the three months ended March 31, 2015.
 
Three months ended March 31, 2015
 
(in thousands)
 
(per diluted share(1))
Net income (loss) attributable to common shareholders
$
(11,463
)
 
$
(0.11
)
Adjustments:
 
 
 
Rental property depreciation and amortization
13,538

 
0.13

Limited partnership interests in operating partnership
(560
)
 
(0.01
)
Funds From Operations
1,515

 
0.01

 
 
 
 
Transaction costs related to the spin-off
21,859

 
0.21

One-time equity awards related to the spin-off
7,143

 
0.07

Environmental remediation costs
1,379

 
0.01

Tenant settlement income
(1,260
)
 
(0.01
)
Debt restructuring expenses
1,034

 
0.01

Recurring Funds From Operations
$
31,670

 
$
0.30

 
 
 
 
Weighted average diluted shares(1)
105,170

 
 

(1) Weighted average diluted shares used to calculate FFO per share and Recurring FFO per share for the period presented is higher than the GAAP diluted weighted average shares as a result of the dilutive impact of the 5.9 million OP and LTIP units which are redeemable into our common stock. These redeemable units are not included in the diluted weighted average share count for GAAP purposes because their inclusion is anti-dilutive.


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Reconciliation of Income (Loss) before Income Taxes to NOI and Same-Property NOI

The following table reflects the reconciliation of NOI and same-property NOI to income (loss) before income taxes, the most directly comparable GAAP measure, for the three months ended March 31, 2015 and 2014.

 
(Unaudited)
 
Three Months Ended March 31,
(Amounts in thousands)
2015
 
2014
Income (loss) before income taxes
$
(11,476
)
 
$
18,647

  Interest income
(11
)
 
(9
)
  Interest and debt expense
15,169

 
13,130

Operating income
3,682

 
31,768

Depreciation and amortization
13,732

 
13,598

General and administrative expense
12,326

 
5,109

Transaction costs
21,859

 

Subtotal
51,599

 
50,475

    Less: non-cash rental income
(2,049
)
 
(2,284
)
    Add: non-cash ground rent expense
349

 
366

NOI
49,899

 
48,557

Adjustments:
 
 
 
NOI related to properties being redeveloped
(3,774
)
 
(3,652
)
Tenant settlement and lease termination income
(1,260
)
 
(216
)
Environmental remediation costs
1,379

 

Management and development fee income from non-owned properties
(535
)
 
(134
)
Other
(160
)
 
(192
)
    Subtotal adjustments
(4,350
)
 
(4,194
)
Same-property NOI
$
45,549

 
$
44,363


NOI and same-property NOI are non-GAAP financial measures. The company believes that same-property NOI is a widely used and appropriate supplemental measure of operating performance for comparison among REITs. Refer to “Non-GAAP Financial Measures” above.


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Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA

The following table reflects the reconciliation of EBITDA and Adjusted EBITDA to net income (loss), the most directly comparable GAAP measure, for the three months ended March 31, 2015 and 2014.
 
Three Months Ended March 31,
(Amounts in thousands)
2015
 
2014
Net income (loss)
$
(12,017
)
 
$
17,916

Depreciation and amortization
13,732

 
13,598

Interest and debt expense
14,485

 
12,740

Amortization of deferred financing fees
684

 
390

Income tax expense
541

 
731

EBITDA
17,425

 
45,375

Adjustments for Adjusted EBITDA:
 
 
 
Transaction costs related to the spin-off
21,859

 

One-time equity awards related to the spin-off
7,143

 

Environmental remediation costs
1,379

 

Tenant settlement income
(1,260
)
 

Debt restructuring expenses
1,034

 

Adjusted EBITDA
$
47,580

 
$
45,375

 
 
 
 


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Section 3: EX-99.2 (EXHIBIT 99.2)

Exhibit 99.2 - Supplemental Disclosure Package - 1Q15


Exhibit 99.2




 
 
URBAN EDGE PROPERTIES
 
SUPPLEMENTAL DISCLOSURE
PACKAGE
 
Quarter ended March 31, 2015
 
 







 
 
 
 
Urban Edge Properties
888 7th Avenue, New York, NY 10019
NY Office: 212-956-2556
www.uedge.com
 





URBAN EDGE PROPERTIES
SUPPLEMENTAL DISCLOSURE
March 31, 2015
(unaudited)
 
 
TABLE OF CONTENTS
 
Page
Overview
 
Summary Financial Results and Ratios
1
 
 
Consolidated and Combined Financial Statements
 
Consolidated and Combined Balance Sheets
2
Consolidated and Combined Statements of Income
3
 
 
Non-GAAP Financial Measures
 
Supplemental Schedule of Net Operating Income
4
Earnings Before Interest, Taxes, Depreciation and Amortization
5
Consolidated Statements of Funds from Operations
6
 
 
Supplemental Data
 
Market Capitalization, Debt Ratios and Liquidity
7
Additional Disclosures
8
 
 
Leasing Data
 
Tenant Concentration - Top Twenty-Five Tenants
9
Recent Leasing Activity
10
Retail Portfolio Lease Expiration Schedule
11
 
 
Property Data
 
Property Status Report
12
Development and Redevelopment Projects
16
 
 
Debt Schedules
 
Debt Summary
17
Mortgage Debt Summary and Maturity Schedule
18
 
 









URBAN EDGE PROPERTIES
 
 
 
DISCLOSURES
 
 
 
As of March 31, 2015
 
 
 
 
 
 
 

Forward Looking Statements
Certain statements contained in this Supplemental Disclosure Package 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 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 Supplemental Disclosure Package. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. 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, 2014, as amended.

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 Supplemental Disclosure Package.
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. The company’s Form 10-K should be read in conjunction with this Supplemental Disclosure Package. The results of operations of any property acquired are included in the Company's financial statements since the date of its acquisition, although such properties may be excluded from certain metrics disclosed in this Supplemental Disclosure Package.
Use of Funds from Operations, Net Operating Income and Earnings Before Interest, Taxes, Depreciation and Amortization as a Non-GAAP Financial Measure
Urban Edge Properties ("we", "our", the "Company") believes Funds From Operations (FFO) (combined with the primary GAAP presentations) is a useful supplemental measure of its operating performance that is a recognized metric used extensively by the real estate industry and, in particular REITs. The National Association of Real Estate Investment Trusts (“NAREIT”) stated in its April 2002 White Paper on FFO, “Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry investors have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves.” The Company also believes that Recurring FFO is a useful supplemental measure of its core operating performance that facilitates comparability of historical financial periods. FFO, as defined by NAREIT, is net income (computed in accordance with GAAP), excluding gains (or losses) from sales of, or impairment charges related to, depreciable operating properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. The Company makes certain adjustments to FFO, which it refers to as Recurring FFO, to account for items it does not believe are representative of ongoing operating results, including transaction costs associated with acquisition and disposition activity and non-recurring revenue and expenses. The Company believes that financial analysts, investors and stockholders are better served by the presentation of comparable period operating results generated from its FFO and Recurring FFO measures. The Company's method of calculating FFO and Recurring FFO may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

The Company uses Net Operating Income (NOI), which is a non-GAAP financial measure, internally as a performance measure and believes NOI provides useful information to investors regarding the Company’s financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level and when compared across periods, reflects the impact on operations from trends in occupancy rates, rental rates and operating costs on an unleveraged basis. In this release, the Company has provided NOI information on a same-property basis. Information provided on a same-property basis includes the results of properties that were owned and operated for the entirety of the reporting periods being compared and excludes properties for which significant redevelopment occurred or are in the foreclosure process during the periods being compared.





EBITDA is a widely used performance measure and is provided as a supplemental measure of operating performance. The Company makes certain adjustments to EBITDA, which it refers to as Adjusted EBITDA, to account for items it does not believe are representative of ongoing operating results. Given the nature of the Company's business as a real estate owner and operator, it believes that the use of EBITDA and Adjusted EBITDA as opposed to earnings in various financial ratios is helpful to investors as a measure of its operational performance because these computations exclude various items included in earnings that do not relate to or are not indicative of its operating performance, such as gains and losses on sales of real estate and depreciation and amortization, and includes the results of operations of real estate properties that were sold or classified as real estate held for sale either during or subsequent to the end of a particular reporting period, which are included in earnings on a net basis. Accordingly, the Company believes that the use of EBITDA and Adjusted EBITDA as opposed to earnings in various ratios, provides a meaningful performance measure as it relates to the Company's ability to meet various coverage tests for the stated periods.

EBITDA and Adjusted EBITDA should not be considered as an alternative to earnings as an indicator of the Company's financial performance, or as an alternative to cash flow from operating activities as a measure of its liquidity. The Company's computation of EBITDA and Adjusted EBITDA may differ from the methodology utilized by other companies. Investors are cautioned that items excluded from EBITDA and Adjusted EBITDA are significant components in understanding and assessing the Company’s financial performance.

FFO, Recurring FFO, NOI, same-property NOI, EBITDA and Adjusted EBITDA are presented to assist investors in analyzing the Company’s operating performance. Neither FFO nor Recurring FFO (i) represents cash flow from operations as defined by GAAP, (ii) is indicative of cash available to fund all cash flow needs, including the ability to make distributions, (iii) is an alternative to cash flow as a measure of liquidity, or (iv) should be considered as an alternative to net income (which is determined in accordance with GAAP) for purposes of evaluating the Company’s operating performance. The Company believes net income attributable to common shareholders is the most directly comparable GAAP financial measure to FFO and Recurring FFO while income before income taxes is the most directly comparable GAAP financial measure to NOI and same-property NOI and net income (loss) is the most directly comparable GAAP financial measure to EBITDA and adjusted EBITDA. Reconciliations of these measures to their respective comparable GAAP measures have been provided in the accompanying tables.





URBAN EDGE PROPERTIES
 
 
SUMMARY FINANCIAL RESULTS AND RATIOS
 
 
For the three months ended March 31, 2015 and 2014 (unaudited)
 
(in thousands, except per share, rent psf and financial ratio data)
 
 
 
 
 
 
 
For the three months ended
 
 
March 31, 2015
Summary Financial Results
 
 
Total revenue
 
$
83,783

General & administrative expenses (G&A) - Adjusted(1)
 
$
5,183

Adjusted EBITDA
 
$
47,580

Net income (loss) attributable to common shareholders
 
$
(11,463
)
Earnings (loss) per basic/diluted share
 
$
(0.12
)
Funds from operations (FFO)
 
$
1,515

FFO per diluted share
 
$
0.01

Recurring FFO
 
$
31,670

Recurring FFO per diluted share
 
$
0.30

Total dividends paid per share
 
$
0.20

Stock trading price low-high range(5)
 
$23.25 to $24.67

Weighted average shares used in EPS computations(4)
 
99,248

Weighted average shares used in FFO computations(2)
 
105,170

 
 
 
Summary Property, Operating and Financial Data
 
 
# of Total properties
 
83

Gross leasable area (GLA) - retail portfolio(6)(8)
 
13,879,000
Weighted average annual rent psf - retail portfolio(6)(8)
 
$
16.55

Consolidated occupancy at end of period
 
93.6
%
Consolidated retail portfolio occupancy at end of period(8)
 
95.8
%
Same-property retail portfolio occupancy at end of period(8)
 
96.5
%
Same-property retail portfolio physical occupancy at end of period(7)(8)
 
94.9
%
Same-property NOI growth - cash basis(3)
 
2.7
%
Same-property NOI growth, including redevelopment properties
 
2.7
%
NOI margin - Total portfolio
 
61.3
%
Expense recovery ratio - Total Portfolio
 
93.8
%
New, renewal and option rent spread - cash basis
 
10.0
%
Net debt to equity market capitalization
 
42.2
%
Net debt to Adjusted EBITDA
 
5.5x

Adjusted EBITDA to interest expense
 
3.1x

Adjusted EBITDA to fixed charges
 
2.5x

 
 
 
(1) G&A expenses for the three months ended March 31, 2015 excludes $7.1 million for one-time equity expenses associated with the spin-off and $1.7 million reclassified to property operating expenses.
(2) Weighted average diluted shares used to calculate FFO per share and Recurring FFO per share for all periods presented is higher than the GAAP diluted weighted average shares as a result of the dilutive impact of the 5.9 million units of limited partnership interests in the operating partnership which are redeemable for shares of our common stock. These redeemable units are not included in the diluted weighted average share count for GAAP purposes because their inclusion is anti-dilutive.
(3) Information provided on a same-property basis is provided for properties we consolidated, owned and operated for the entirety of both periods being compared, except for properties for which redevelopment occurred during either of the periods being compared.
(4) Dilutive shares are excluded from the weighted average shares used in EPS computations as the Company is in a net loss position and their effects are anti-dilutive.
(5) Stock trading price high/low range during the three months ended as reported based on the closing market prices from January 15, 2015 (first day of "regular-way" trading of Company shares on the New York Stock Exchange) through March 31, 2015.
(6) GLA - retail portfolio excludes 942,000 square feet of warehouses. Weighted average annual rent per square foot for our retail portfolio and warehouses was $16.18.
(7) Physical occupancy includes tenants that have access to their leased space and includes dark and paying tenants.
(8) Our retail portfolio includes shopping centers and malls.


1



URBAN EDGE PROPERTIES
 
 
CONSOLIDATED AND COMBINED BALANCE SHEETS
 
 
As of March 31, 2015 (unaudited) and December 31, 2014
 
 
(in thousands)
 
 
 
 
 
 
March 31,
 
December 31,
 
2015
 
2014
ASSETS
(Unaudited)
 
 

Real estate, at cost:
 

 
 

Land
$
378,096

 
$
378,096

Buildings and improvements
1,633,649

 
1,632,228

Construction in progress
11,864

 
8,545

Leasehold improvements and equipment
3,796

 
3,935

Total
2,027,405

 
2,022,804

Accumulated depreciation and amortization
(479,254
)
 
(467,503
)
Real estate, net
1,548,151

 
1,555,301

Cash and cash equivalents
199,011

 
2,600

Cash held in escrow and restricted cash
12,935

 
9,967

Tenant and other receivables, net of allowance for doubtful accounts of $2,350 and $2,432, respectively
12,485

 
11,424

Receivable arising from the straight-lining of rents
89,281

 
89,199

Identified intangible assets, net of accumulated amortization of $21,299 and $20,672, respectively
34,089

 
34,775

Deferred leasing costs, net of accumulated amortization of $12,483 and $12,121, respectively
17,412

 
17,653

Deferred financing costs, net of accumulated amortization of $6,338 and $6,813, respectively
12,943

 
10,353

Prepaid expenses and other assets
10,161

 
10,257

 
$
1,936,468

 
$
1,741,529

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
 

 
 

Liabilities:
 
 
 
Mortgages payable
$
1,253,889

 
$
1,288,535

Identified intangible liabilities, net of accumulated amortization of $64,092 and $62,395, respectively
158,612

 
160,667

Accounts payable and accrued expenses
32,705

 
26,924

Other liabilities
9,187

 
6,540

Total liabilities
1,454,393

 
1,482,666

Commitments and contingencies
 

 
 

Redeemable noncontrolling interests
143,675

 

Shareholders’ equity:
 
 
 
Common shares: $0.01 par value; 500,000,000 shares authorized and 99,262,413 shares issued and outstanding
992

 

Additional paid-in capital
366,306

 

Accumulated earnings (deficit)
(29,245
)
 

Noncontrolling interest
347

 
341

Vornado equity

 
258,522

Total equity
338,400

 
258,863


$
1,936,468

 
$
1,741,529



2



URBAN EDGE PROPERTIES
 
 
CONSOLIDATED AND COMBINED STATEMENTS OF INCOME
 
 
For the three months ended March 31, 2015 and 2014 (unaudited)
 
(in thousands, except per share amounts)
 
 
 
 
 

 
Three Months Ended March 31,
 
2015
 
2014
REVENUE
 

 
 

Property rentals
$
57,586

 
$
57,424

Tenant expense reimbursements
24,303

 
24,797

Other income
1,894

 
411

Total revenue
83,783

 
82,632

EXPENSES
 

 
 

Depreciation and amortization
13,732

 
13,598

Real estate taxes
12,824

 
12,666

Property operating
16,523

 
16,566

General and administrative
12,326

 
5,109

Ground rent
2,514

 
2,556

Transaction costs
21,859

 

Provision for doubtful accounts
323

 
369

Total expenses
80,101

 
50,864

Operating income
3,682

 
31,768

Interest income
11

 
9

Interest and debt expense
(15,169
)
 
(13,130
)
Income (loss) before income taxes
(11,476
)
 
18,647

Income tax expense
(541
)
 
(731
)
Net income (loss)
(12,017
)
 
17,916

Less net (income) loss attributable to noncontrolling interests in:
 
 
 
Limited partnership interests in operating partnership
560

 

Consolidated subsidiaries
(6
)
 
(5
)
Net income (loss) attributable to common shareholders
$
(11,463
)
 
$
17,911

 
 
 
 
Earnings (loss) per common share - Basic:
$
(0.12
)
 
$
0.18

Earnings (loss) per common share - Diluted:
$
(0.12
)
 
$
0.18

Weighted average shares outstanding
99,248

 
99,248

 
 
 
 
Cash dividends declared per common share
$
0.20

 
$



3



URBAN EDGE PROPERTIES
 
 
SUPPLEMENTAL SCHEDULE OF NET OPERATING INCOME
 
 
For the three months ended March 31, 2015 and 2014 (unaudited)
 
(in thousands)
 
 
 
 
 
 
Three Months Ended March 31,
 
Percent Change
 
2015
 
2014
 
Total net operating income(1)
 
 
 
 
 
Property rentals
$
57,586

 
$
57,424

 

Tenant expense reimbursements
24,303

 
24,797

 

Other income
1,359

 
411

 

Total revenue
83,248

 
82,632

 
0.7%
Real estate taxes
(12,824
)
 
(12,666
)
 

Property operating
(16,523
)
 
(16,566
)
 

Ground rent
(2,514
)
 
(2,556
)
 

Provision for doubtful accounts
(323
)
 
(369
)
 

Total property operating expenses
(32,184
)
 
(32,157
)
 
0.1%
Net operating income - total portfolio
$
51,064

 
$
50,475

 
1.2%
 
 
 
 
 
 
NOI margin (NOI / Total revenue)
61.3
%
 
61.1
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Same-property cash NOI(2)

 

 
 
Property rentals
$
50,559

 
$
49,806

 
 
Tenant expense reimbursements
22,663

 
23,329

 
 
Other income
72

 
21

 
 
Total revenue
73,294

 
73,156

 
0.2%
Real estate taxes
(11,908
)
 
(11,763
)
 
 
Property operating
(13,337
)
 
(14,534
)
 
 
Ground rent
(2,165
)
 
(2,190
)
 
 
Provision for doubtful accounts
(335
)
 
(306
)
 
 
Total property operating expenses
(27,745
)
 
(28,793
)
 
(3.6)%
Same-property cash NOI(3)
45,549

 
44,363

 
2.7%
 
 
 
 
 
 
Growth in same-property NOI(3)
2.7
%
 
 
 
 
 
 
 
 
 
 
Same-property physical occupancy
94.9
%
 
94.9
%
 
 
Same-property leased occupancy
96.5
%
 
95.5
%
 
 
Number of properties included in same-property analysis
80

 
 
 
 
 
 
 
 
 
 
(1) NOI is presented on a GAAP basis.
(2) Excludes the effects of straight-line rent, above/below-market rents, lease termination fees and other items that affect the comparability of the same-property results, if any.
(3) The same-property pool for both NOI and occupancy includes retail properties the Company consolidated, owned and operated for the entirety of both periods being compared and excludes properties for which significant redevelopment occurred during either of the periods being compared, or properties in foreclosure.


4



URBAN EDGE PROPERTIES
 
 
EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION and AMORTIZATION (EBITDA)
For the three months ended March 31, 2015 and 2014 (unaudited)
 
(in thousands)
 
 
 
 
 

 
Three Months Ended March 31,
 
2015
 
2014
Net income (loss)
$
(12,017
)
 
$
17,916

Depreciation and amortization
13,732

 
13,598

Interest and debt expense
14,485

 
12,740

Amortization of deferred financing fees
684

 
390

Income tax expense
541

 
731

EBITDA
17,425

 
45,375

Adjustments for Adjusted EBITDA:
 
 
 
Transaction costs related to the spin-off
21,859

 

One-time equity awards related to the spin-off
7,143

 

Environmental remediation costs
1,379

 

Tenant settlement income
(1,260
)
 

Debt restructuring expenses
1,034

 

Adjusted EBITDA
$
47,580

 
$
45,375

 
 
 
 
Interest and debt expense(1)
$
15,169

 
$
13,130

 
 
 
 
Adjusted EBITDA to interest expense
3.1x

 
3.5x

 
 
 
 
Fixed charges
 
 
 
Interest and debt expense(1)
$
15,169

 
$
13,130

Scheduled principal amortization
3,687

 
3,599

Total fixed charges
$
18,856

 
$
16,729

 
 
 
 
Adjusted EBITDA to fixed charges
2.5x

 
2.7x

 
 
 
 
(1) Includes amortization of deferred financing fees


5



URBAN EDGE PROPERTIES
 
 
CONSOLIDATED STATEMENTS OF FUNDS FROM OPERATIONS
 
For the three months ended March 31, 2015 and 2014 (unaudited)
 
(in thousands, except per share data)
 
 
 
 
 
 
Three Months Ended March 31,
 
2015
 
2014
 
 
Per Share(3)
 
 
Per Share(3)
Net income (loss) attributable to common shareholders
$
(11,463
)
$
(0.11
)
 
$
17,911

$
0.17

Adjustments:
 
 
 
 
 
Rental property depreciation and amortization
13,538

0.13

 
13,486

0.13

Limited partnership interests in operating partnership(1)
(560
)
(0.01
)
 


Funds From Operations
1,515

0.01

 
31,397

0.30

Transaction costs related to the spin-off
21,859

0.21

 


One-time equity awards related to the spin-off
7,143

0.07

 


Environmental remediation costs
1,379

0.01

 


Tenant settlement income
(1,260
)
(0.01
)
 


Debt restructuring expenses
1,034

0.01

 


Recurring Funds From Operations
$
31,670

$
0.30

 
$
31,397

$
0.30

 
 
 
 
 
 
Weighted Average Diluted Shares(2)
105,170

 
 
105,170

 
(1) Represents earnings allocated to LTIP and OP unit holders for unissued common shares held by the Company which have been excluded for purposes of calculating earnings per diluted share for all periods presented. FFO and Recurring FFO calculations include earnings allocated to LTIP and OP unit holders and the respective weighted average share totals include the redeemable shares outstanding as their inclusion is dilutive.
(2) Weighted average diluted shares used to calculate FFO per share and Recurring FFO per share for all of the periods presented are higher than the GAAP diluted weighted average shares as a result of the dilutive impact of the 6.1 million OP and LTIP units which are redeemable into our common stock. These redeemable units are not included in the diluted weighted average share count for GAAP purposes because their inclusion is anti-dilutive.
(3) Reflects per diluted share impact of each component presented







6



URBAN EDGE PROPERTIES
 
 
MARKET CAPITALIZATION, DEBT RATIOS, AND LIQUIDITY
 
 
As of March 31, 2015 (unaudited)
 
 
(in thousands, except share data)
 
 
 
 
 

 
March 31, 2015
Closing market price of common stock
$
23.70

Common stock shares
 
Basic common shares
99,250,071

Diluted common shares:
 
Unvested restricted common shares (treasury method, closing price)
12,342

LTIP units (redeemable into common shares)
390,969

OP units (redeemable into common shares)
5,717,184

Diluted common shares
105,370,566

 
 
Equity market capitalization
$
2,497,282

 
 
 
 
Total consolidated debt
$
1,253,889

Cash and cash equivalents
(199,011
)
Net debt
$
1,054,878

 
 
Net Debt to Adjusted EBITDA(1)
5.5
x
 
 
Total debt
$
1,253,889

Equity market capitalization
2,497,282

Total market capitalization
$
3,751,171

 
 
Net debt to total market capitalization at applicable market price
28.1
%
 
 
 
 
Gross real estate investments
$
2,027,405

 
 
Net debt to gross real estate investments
52.0
%
 
 
 
 
(1) Adjusted EBITDA for the period has been annualized.


7



URBAN EDGE PROPERTIES
 
 
ADDITIONAL DISCLOSURES
 
For the three months ended March 31, 2015 and 2014 (unaudited)
 
(in thousands)
 
 
 
 
 
 
 
Three Months Ended March 31,
 
 
2015
 
2014
Certain non-cash items:
 
 
 
 
Straight-line rental income(1)
 
$
83

 
$
341

Amortization of below-market lease intangibles, net(1)
 
1,986

 
1,943

Straight-line ground rent expense(2)
 
(106
)
 
(123
)
Amortization of below-market lease intangibles, lessee(2)
 
(243
)
 
(243
)
Amortization of deferred financing fees(4)
 
(684
)
 
(390
)
Share-based compensation expense(3)
 
7,441

 

 
 
 
 
 
Capital expenditures:
 
 
 
 
Development and redevelopment costs
 
3,597

 
2,566

Maintenance capital expenditures
 
1,888

 
140

Leasing commissions
 
354

 
293

Tenant improvements and allowances
 
77

 
2,045

Total capital expenditures
 
$
5,916

 
$
5,044

 
 
 
 
 
 
 
March 31, 2015
 
December 31, 2014
Prepaid expenses and other assets:
 
 
 
 
Other assets
 
$
2,912

 
$
2,983

Prepaid expenses:
 
 
 
 
Real estate taxes
 
3,851

 
4,298

Insurance
 
2,501

 
2,121

Rent
 
692

 
692

Licenses/Fees
 
205

 
163

Total prepaid expenses and other assets
 
$
10,161

 
$
10,257

 
 
 
 
 
Accounts payable and accrued expenses:
 
 
 
 
Tenant prepaid/deferred revenue
 
$
11,889

 
$
11,253

Accrued capital expenditures
 
4,636

 
2,881

Interest payable
 
3,755

 
3,219

Tenant security deposits
 
3,528

 
3,595

Income and other tax payable
 
2,997

 
2,475

Other
 
5,900

 
3,501

Total accounts payable and accrued expenses
 
$
32,705

 
$
26,924

 
 
 
 
 
(1) Amounts included in the financial statement line item "Property rentals" in the consolidated and combined statements of income.
(2) Amounts included in the financial statement line item "Ground rent" in the consolidated and combined statements of income.
(3) Includes $7.1 million of one-time expenses associated with the issuance of LTIP awards.
(4) Amounts included in the financial statement line item "Interest and debt expense" in the consolidated and combined statements of income.


8



URBAN EDGE PROPERTIES
 
 
TENANT CONCENTRATION - TOP TWENTY-FIVE TENANTS
 
As of March 31, 2015 (unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Tenant
Number of stores
Square feet
% of total square feet
Annualized base rent
% of total annualized base rent
Weighted average annual rent per square foot
Average remaining term of ABR(1)
The Home Depot
7
865,353
6.2%
$14,053,644
6.4%
$16.24
16.0
Wal-Mart/Sam's Wholesale
9
1,438,730
10.4%
10,627,356
4.8%
7.39
10.8
The TJX Companies, Inc.
15
542,522
3.9%
8,598,708
3.9%
15.85
6.6
Lowe's
6
976,415
7.0%
8,525,004
3.9%
8.73
12.5
Stop & Shop / Koninklijke Ahold NV
8
633,151
4.6%
7,034,100
3.2%
11.11
6.9
Kohl's
8
716,345
5.2%
6,713,772
3.0%
9.37
6.6
Best Buy Co. Inc.
7
312,952
2.3%
6,443,256
2.9%
20.59
8.9
ShopRite
5
336,612
2.4%
5,421,312
2.5%
16.11
7.7
BJ's Wholesale Club
4
454,297
3.3%
5,278,620
2.4%
11.62
11.6
Sears Holdings, Inc. (Sears and Kmart)
4
547,443
3.9%
5,154,144
2.3%
9.41
29.8
PetSmart, Inc.
9
235,309
1.7%
5,081,328
2.3%
21.59
5.0
Toys "R" Us
7
285,858
2.1%
3,685,512
1.7%
12.89
7.1
Staples, Inc.
8
167,554
1.2%
3,588,708
1.6%
21.42
4.5
Target
2
297,856
2.1%
3,448,668
1.6%
11.58
17.0
Whole Foods
2
100,682
0.7%
3,365,568
1.5%
33.43
12.7
Century 21
1
156,649
1.1%
3,085,620
1.4%
19.70
11.8
Dick's Sporting Goods
3
151,136
1.1%
2,971,812
1.3%
19.66
3.8
24 Hour Fitness
1
53,750
0.4%
2,289,756
1.0%
42.60
16.8
Petco
7
111,642
0.8%
2,191,956
1.0%
19.63
5.3
National Wholesale Liquidator
1
171,216
1.2%
2,077,692
0.9%
12.13
7.8
LA Fitness
3
122,690
0.9%
2,058,672
0.9%
16.78
10.6
Bed Bath & Beyond
4
143,973
1.0%
1,874,976
0.9%
13.02
5.9
The Gap, Inc.
5
67,768
0.5%
1,848,312
0.8%
27.27
3.1
Sleepy's
11
61,879
0.4%
1,717,848
0.8%
27.76
5.1
REI
2
48,237
0.3%
1,668,840
0.8%
34.60
5.4
 
 
 
 
 
 
 
 
Total/Weighted Average
139
9,000,019
64.7%
$118,805,184
53.8%
$13.20
10.5
 
 
 
 
 
 
 
 
(1) In years, excluding tenant renewal options. Total top twenty-five tenants is weighted based on annualized base rent ("ABR").

Note: Amounts shown in the table above include all retail properties including those in redevelopment.


9



URBAN EDGE PROPERTIES
 
 
RECENT LEASING ACTIVITY
 
For the three months ended March 31, 2015 (unaudited)
 
 
 
 
 
 
 
 
Category
Total Leases
Total Sq. Ft.
Same Space Leases
Same Space Sq. Ft.
Prior Rent PSF
New Rent PSF
Rent Spread(1)
Same Space TIs PSF(2)
 
 
 
 
 
 
 
 
 
New Leases
6
60,547
5
57,499
$10.15
$14.76
45.4%
$18.82
Renewals & Options
18
311,965
18
311,965
17.68
18.78
6.2%
Total/Average New, Renewals & Options
24
372,512
23
369,464
$16.50
$18.15
10.0%
$2.93
 
 
 
 
 
 
 
 
 
(1)Excluding the Community Aid deal at Lancaster, the rent spread on new leases would be 13.4% instead of 45.4% and the rent spread in total would be 6.9% instead of 10.0%
(2) Includes both tenant improvements and landlord contributions.


10



URBAN EDGE PROPERTIES
 
 
RETAIL PORTFOLIO LEASE EXPIRATION SCHEDULE
 
As of March 31, 2015 (unaudited)
 
 
 
 
 
 
 
 
 
ANCHOR TENANTS (SF>=10,000)
SHOP TENANTS (SF<10,000)
TOTAL TENANTS
Year(1)
# of leases
Square Feet
% of Total SF
Avg Annual Base Rent PSF(2)
# of leases
Square Feet
% of Total SF
Avg Annual Base Rent PSF(2)
# of leases
Square Feet
% of Total SF
Avg Annual Base Rent PSF(2)
 
 
 
 
 
 
 
 
 
 
 
 
 
M-T-M
1
13,000

0.1%
$28.71
11
25,000

1.3%
$31.17
12
38,000

0.3%
$30.35
2015
3
86,000

0.7%
19.58
36
83,000

4.2%
39.50
39
169,000

1.2%
29.34
2016
10
253,000

2.1%
21.78
83
194,000

9.7%
34.55
93
447,000

3.2%
27.32
2017
8
256,000

2.2%
12.84
68
211,000

10.6%
31.92
76
467,000

3.4%
21.47
2018
20
997,000

8.4%
10.46
53
162,000

8.1%
39.26
73
1,159,000

8.4%
14.49
2019
28
994,000

8.4%
17.67
71
217,000

10.9%
38.67
99
1,211,000

8.7%
21.43
2020
28
1,099,000

9.2%
13.85
46
162,000

8.1%
38.93
74
1,261,000

9.1%
17.07
2021
21
754,000

6.3%
15.64
28
90,000

4.5%
36.17
49
844,000

6.1%
17.84
2022
16
904,000

7.6%
9.95
35
99,000

5.0%
39.98
51
1,003,000

7.2%
12.92
2023
17
998,000

8.4%
16.58
30
105,000

5.3%
32.96
47
1,103,000

7.9%
18.13
2024
22
1,203,000

10.1%
12.28
33
124,000

6.2%
26.71
55
1,327,000

9.6%
13.63
2025
8
545,000

4.6%
13.78
25
74,000

3.7%
34.39
33
619,000

4.5%
16.24
Thereafter
41
3,522,000

29.7%
13.08
14
128,000

6.5%
37.34
55
3,650,000

26.2%
13.93
Subtotal/Average
223
11,624,000

97.8%
$13.74
533
1,674,000

84.1%
$35.76
756
13,298,000

95.8%
$16.52
Vacant
14
264,000

2.2%
 N/A
112
317,000

15.9%
 N/A
126
581,000

4.2%
 N/A
Total/Average
237
11,888,000

100%
 N/A
645
1,991,000

100%
 N/A
882
13,879,000

100%
 N/A
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Year of expiration excludes tenant renewal options.
(2) Weighted average annual rent per square foot is calculated by annualizing tenant's base rent, including ground rent, and excludes tenant reimbursements and concessions and storage rent.

Note: Amounts shown in table above includes both current leases and signed leases that have not commenced for all retail properties (including properties in redevelopment). The average base rent for our warehouse property (excluded from the table above) is $4.44 per square foot.


11

URBAN EDGE PROPERTIES
PROPERTY STATUS REPORT
As of March 31, 2015 (unaudited)
(dollars in thousands)
 


Property
 
Total Square Feet (1)
Percent Leased (1)
 
Weighted Average Annual Rent per sq ft (2)
 
Mortgage Debt
 
Major Tenants
SHOPPING CENTERS AND MALLS:
 
 
 
 
California:
 
 
 
 
 
 
 
 
 
Signal Hill
 
45,000

100.0%
 
$24.08
 
 
Best Buy
Vallejo (ground leased through 2043)
 
45,000

100.0%
 
17.51
 
 
Best Buy
Walnut Creek (1149 South Main Street)
 
29,000

100.0%
 
45.11
 
 
Barnes & Noble
Walnut Creek (Mt. Diablo) (4)
 
7,000

100.0%
 
70.00
 
 
Anthropologie
 
 
 
 
 
 
 
 
 
 
Connecticut:
 
 
 
 
 
 
 
 
 
Newington
 
188,000

100.0%
 
9.44
 
$10,907
(3) 
Wal-Mart, Staples
Waterbury
 
148,000

68.8%
 
16.69
 
$13,567
(3) 
ShopRite
 
 
 
 
 
 
 
 
 
 
Maryland:
 
 
 
 
 
 
 
 
 
Baltimore (Towson)
 
155,000

100.0%
 
16.49
 
$15,163
(3) 
Shoppers Food Warehouse, hhgregg, Staples, Home Goods, Golf Galaxy
Glen Burnie
 
121,000

90.5%
 
9.28
 
 
Gavigan’s Home Furnishings, Pep Boys
Rockville
 
94,000

98.1%
 
24.01
 
 
Regal Cinemas
Wheaton (ground leased through 2060)
 
66,000

100.0%
 
14.94
 
 
Best Buy
 
 
 
 
 
 
 
 
 
 
Massachusetts:
 
 
 
 
 
 
 
 
 
Cambridge
(ground and building leased through 2033)
 
48,000

100.0%
 
21.83
 
 
PetSmart, Modell’s Sporting Goods
Chicopee
 
224,000

100.0%
 
5.50
 
$8,060
(3) 
Wal-Mart
Milford
(ground and building leased through 2019)
 
83,000

100.0%
 
9.01
 
 
Kohl’s
Springfield
 
182,000

100.0%
 
5.70
 
$5,560
(3) 
Wal-Mart
 
 
 
 
 
 
 
 
 
 
New Hampshire:
 
 
 
 
 
 
 
 
 
Salem (ground leased through 2102)
 
37,000

100.0%
 
12.58
 
 
Babies “R” Us
 
 
 
 
 
 
 
 
 
 
New Jersey:
 
 
 
 
 
 
 
 
 
Bergen Town Center - East, Paramus
 
211,000

93.6%
 
18.47
 
 
Lowe’s, REI
Bergen Town Center - West, Paramus, NJ
 
952,000

99.9%
 
30.66
 
$300,000
 
Target, Century 21, Whole Foods Market, Marshalls, Nordstrom Rack, Saks Off 5th, Home Goods, Hennes & Mauritz, Bloomingdale’s Outlet, Nike Factory Store, Old Navy, Nieman Marcus Last Call Studio
Bricktown
 
278,000

92.8%
 
18.42
 
$31,018
(3) 
Kohl’s, ShopRite, Marshalls
Carlstadt (ground leased through 2050)
 
78,000

100.0%
 
22.57
 
 
Stop & Shop

12

URBAN EDGE PROPERTIES
PROPERTY STATUS REPORT
As of March 31, 2015 (unaudited)
(dollars in thousands)
 


Property
 
Total Square Feet (1)
Percent Leased (1)
 
Weighted Average Annual Rent per sq ft (2)
 
Mortgage Debt
 
Major Tenants
Cherry Hill
 
261,000

88.0%
 
9.02
 
$13,461
(3) 
Wal-Mart, Toys “R” Us
Dover
 
173,000

93.0%
 
12.79
 
$12,769
(3) 
ShopRite, T.J. Maxx
East Brunswick
 
427,000

100.0%
 
14.01
 
$35,594
(3) 
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

86.3%
 
19.75
 
$37,136
(3) 
The Home Depot, Dick’s Sporting Goods, Marshalls
East Hanover (280 Route 10 West)
 
26,000

100.0%
 
35.20
 
$4,416
(3) 
REI
East Rutherford
 
197,000

100.0%
 
12.44
 
$13,195
(3) 
Lowe’s
Eatontown
 
30,000

73.7%
 
29.09
 
 
Petco
Englewood
 
41,000

73.6%
 
19.96
 
$11,537
 
New York Sports Club
Garfield
 
195,000

100.0%
 
12.35
 
 
Wal-Mart, Marshalls
Hackensack
 
275,000

74.5%
 
23.54
 
$39,370
(3) 
The Home Depot, Staples, Petco
Hazlet
 
123,000

100.0%
 
2.64
 
 
Stop & Shop (5)
Jersey City
 
236,000

100.0%
 
11.97
 
$19,686
(3) 
Lowe’s, P.C. Richard & Son
Kearny
 
104,000

100.0%
 
19.64
 
 
LA Fitness (lease not commenced), Marshalls
Lawnside
 
145,000

100.0%
 
14.22
 
$10,375
(3) 
The Home Depot, PetSmart
Lodi (Route 17 North)
 
171,000

100.0%
 
12.28
 
$11,013
(3) 
National Wholesale Liquidators
Lodi (Washington Street)
 
85,000

90.3%
 
19.07
 
 
Blink Fitness, Aldi
Manalapan
 
208,000

100.0%
 
17.41
 
$20,430
(3) 
Best Buy, Bed Bath & Beyond, Babies “R” Us, Modell’s Sporting Goods, PetSmart
Marlton
 
213,000

100.0%
 
13.90
 
$16,759
(3) 
Kohl’s, ShopRite, PetSmart
Middletown
 
231,000

96.3%
 
12.49
 
$16,866
(3) 
Kohl’s, Stop & Shop
Montclair
 
18,000

100.0%
 
26.20
 
$2,554
(3) 
Whole Foods Market
Morris Plains
 
177,000

95.9%
 
20.84
 
$20,750
(3) 
Kohl’s, ShopRite (5)
North Bergen (Kennedy Boulevard)
 
62,000

100.0%
 
13.03
 
$4,948
(3) 
Food Basics
North Bergen (Tonnelle Avenue)
 
410,000

100.0%
 
20.31
 
$75,000
 
Wal-Mart, BJ’s Wholesale Club, PetSmart, Staples
North Plainfield
 
212,000

88.3%
 
7.37
 
 
Costco, The Tile Shop
Paramus (ground leased through 2033)
 
63,000

100.0%
 
42.23
 
(3) 
24 Hour Fitness
South Plainfield (ground leased through 2039)
 
56,000

85.9%
 
22.04
 
$4,975
(3) 
Staples, Party City
Totowa
 
271,000

100.0%
 
16.32
 
$24,048
(3) 
The Home Depot, Bed Bath & Beyond, buy buy Baby, Marshalls, Staples
Turnersville
 
96,000

96.3%
 
7.00
 
 
Haynes Furniture Outlet (The Dump)

13

URBAN EDGE PROPERTIES
PROPERTY STATUS REPORT
As of March 31, 2015 (unaudited)
(dollars in thousands)
 


Property
 
Total Square Feet (1)
Percent Leased (1)
 
Weighted Average Annual Rent per sq ft (2)
 
Mortgage Debt
 
Major Tenants
Union (2445 Springfield Avenue)
 
232,000

100.0%
 
17.85
 
$27,666
(3) 
The Home Depot
Union (Route 22 and Morris Avenue)
 
276,000

99.4%
 
18.30
 
$31,389
(3) 
Lowe’s, Toys “R” Us, Office Depot
Watchung
 
170,000

96.6%
 
16.57
 
$14,631
(3) 
BJ’s Wholesale Club
Woodbridge
 
226,000

100.0%
 
13.46
 
$20,058
(3) 
Wal-Mart
 
 
 
 
 
 
 
 
 
 
New York:
 
 
 
 
 
 
 
 
 
Bronx (1750-1780 Gun Hill Road)
 
77,000

90.7%
 
33.59
 
 
Planet Fitness, Aldi
Bronx (Bruckner Boulevard)
 
501,000

86.9%
 
16.78
 
 
Kmart, Toys “R” Us, Marshalls, Old Navy, Gap
Buffalo (Amherst)
 
311,000

100.0%
 
9.35
 
 
BJ’s Wholesale Club, T.J. Maxx, Home Goods, Toys “R” Us, LA Fitness
Commack
(ground and building leased through 2021)
 
47,000

100.0%
 
21.45
 
 
PetSmart, Ace Hardware
Dewitt (ground leased through 2041)
 
46,000

100.0%
 
20.46
 
 
Best Buy
Freeport (240 West Sunrise Highway)
(ground and building leased through 2040)
 
44,000

100.0%
 
20.28
 
 
Bob’s Discount Furniture
Freeport (437 East Sunrise Highway)
 
173,000

100.0%
 
18.86
 
$20,750
(3) 
The Home Depot, Staples
Huntington
 
204,000

100.0%
 
14.82
 
$16,174
(3) 
Kmart, Marshalls, Old Navy, Petco
Inwood
 
96,000

80.1%
 
18.94
 
 
Stop & Shop
Mount Kisco
 
189,000

100.0%
 
16.89
 
$15,566
 
Target, A&P
New Hyde Park (ground and building leased through 2029)
 
101,000

100.0%
 
20.21
 
 
Stop & Shop
Oceanside
 
16,000

100.0%
 
28.00
 
 
Party City
Rochester
 
205,000

100.0%
 
3.08
 
$4,256
(3) 
Wal-Mart
Rochester (Henrietta)
(ground leased through 2056)
 
165,000

96.2%
 
4.15
 
 
Kohl’s
Staten Island
 
165,000

88.2%
 
23.77
 
 
Western Beef, Planet Fitness
West Babylon
 
66,000

93.0%
 
17.00
 
 
Best Market, Rite Aid
 
 
 
 
 
 
 
 
 
 
Pennsylvania:
 
 
 
 
 
 
 
 
 
Allentown
 
372,000

100.0%
 
12.08
 
$29,103
(3) 
Burlington Coat Factory, Giant Food, Dick’s Sporting Goods, T.J. Maxx, Petco
Bensalem
 
185,000