Urban Edge Properties

Previous wording

The Operating Partnership’s capital includes general and common limited partnership interests (“OP Units”). As of March 31, 2024, Urban Edge owned approximately 94.8% of the outstanding common OP Units with the remaining limited OP Units held by members of management and the Board of Trustees, and contributors of property interests acquired. Urban Edge serves as the sole general partner of the Operating Partnership.

Current wording

The Operating Partnership’s capital includes general and common limited partnership interests (“OP Units”). As of June 30, 2024, Urban Edge owned approximately 94.7% of the outstanding common OP Units with the remaining limited OP Units held by members of management and the Board of Trustees, and contributors of property interests acquired. Urban Edge serves as the sole general partner of the Operating Partnership.

Previous wording

As of March 31, 2024, our portfolio consisted of 71 shopping centers, two outlet centers, two malls and one industrial building totaling approximately 17.1 million square feet.

Current wording

As of June 30, 2024, our portfolio consisted of 71 shopping centers, two outlet centers and two malls totaling approximately 17.2 million square feet.

Previous wording

The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 contains a description of our critical accounting estimates, including valuing acquired assets and liabilities and impairments. For the three months ended March 31, 2024, there were no material changes to these estimates.

Current wording

The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 contains a description of our critical accounting estimates, including valuing acquired assets and liabilities and impairments. For the six months ended June 30, 2024, there were no material changes to these estimates.

Previous wording

(1)Refer to pages 31-32 for a reconciliation to the most directly comparable generally accepted accounting principles (“GAAP”) measure.

Current wording

(1)Refer to pages 35-36 for a reconciliation to the most directly comparable generally accepted accounting principles (“GAAP”) measure.

Previous wording

Net income for the three months ended March 31, 2024 was $2.4 million, compared to net loss of $20.1 million for the three months ended March 31, 2023. The following table summarizes certain line items from our consolidated statements of income and comprehensive income that we believe are important in understanding our operations and/or those items that significantly changed in the three months ended March 31, 2024 as compared to the same period in 2023:

Current wording

Net income for the three months ended June 30, 2024 was $32.0 million, compared to net income of $10.6 million for the three months ended June 30, 2023. The following table summarizes certain line items from our consolidated statements of income and comprehensive income that we believe are important in understanding our operations and/or those items that significantly changed in the three months ended June 30, 2024 as compared to the same period in 2023:

Previous wording

Total revenue increased by $10.2 million to $109.6 million in the first quarter of 2024 from $99.4 million in the first quarter of 2023. The increase is primarily attributable to:

Current wording

Total revenue increased by $7.5 million to $106.5 million in the second quarter of 2024 from $99.1 million in the second quarter of 2023. The increase is primarily attributable to:

Previous wording

•$4.4 million increase in property rentals and tenant reimbursements due to rent commencements and contractual rent increases; and

Current wording

•$2.6 million increase in property rentals and tenant reimbursements due to rent commencements and contractual rent increases; and

Previous wording

•$0.9 million decrease in rental revenue deemed uncollectible driven by the recovery of amounts previously deemed uncollectible in the first quarter of 2024.

Current wording

•$0.9 million decrease in rental revenue deemed uncollectible; offset by

Previous wording

Depreciation and amortization increased by $13.5 million to $38.6 million in the first quarter of 2024 from $25.1 million in the first quarter of 2023. The increase is primarily attributable to:

Current wording

Depreciation and amortization increased by $14.2 million to $39.7 million in the second quarter of 2024 from $25.5 million in the second quarter of 2023. The increase is primarily attributable to:

Previous wording

•$6.8 million increase as a result of property acquisitions, net of dispositions; and

Current wording

•$8.1 million increase as a result of property acquisitions, net of dispositions; and

Previous wording

•$6.7 million increase due to assets placed in service for completion of redevelopment projects since the first quarter of 2023.

Current wording

•$6.1 million increase due to assets placed in service for completion of redevelopment projects since the second quarter of 2023.

Previous wording

Real estate tax expense increased by $1.3 million to $17.0 million in the first quarter of 2024 from $15.7 million in the first quarter of 2023. The increase is primarily attributable to the impact of property acquisitions, net of dispositions.

Current wording

Real estate tax expense increased by $1.4 million to $17.5 million in the second quarter of 2024 from $16.1 million in the second quarter of 2023. The increase is primarily attributable to the impact of property acquisitions, net of dispositions.

Previous wording

Property operating expenses increased by $3.1 million to $20.5 million in the first quarter of 2024 from $17.4 million in the first quarter of 2023. The increase is primarily attributable to:

Current wording

Property operating expenses increased by $2.6 million to $18.3 million in the second quarter of 2024 from $15.7 million in the second quarter of 2023. The increase is primarily attributable to:

Previous wording

•$2.1 million higher expenses incurred for snow removal and insurance as compared to the first quarter of 2023; and

Current wording

•$2.0 million higher expenses incurred for increased insurance premiums and higher common area maintenance expenses across the portfolio as compared to the second quarter of 2023; and

Previous wording

•$4.4 million increase in interest expense due to new debt and loan refinancings, net of loan repayments, since the first quarter of 2023; and

Current wording

•$3.2 million increase in interest expense due to new debt and loan refinancings since the second quarter of 2023; and

Previous wording

•$2.7 million increase due to outstanding borrowings under our line of credit to finance the acquisition of two properties in the fourth quarter of 2023; offset by

Current wording

•$2.8 million increase due to outstanding borrowings under our line of credit to finance the acquisition of two properties in the fourth quarter of 2023; offset by

Previous wording

•$1.8 million decrease in interest expense due to the pay off of four variable rate loans since the first quarter of 2023.

Current wording

•$2.2 million decrease in interest expense due to the pay off of five loans since the second quarter of 2023.

Previous wording

We recognized a gain on sale of real estate of $1.9 million in the first quarter of 2024 primarily related to the sale of a property located in Hazlet, NJ. In the first quarter of 2023, we recognized a gain on sale of $0.4 million related to the release of escrow funds from a property disposed of in a prior period.

Current wording

We recognized a $15.3 million gain on sale of real estate during the six months ended June 30, 2024 primarily related to the sale of two properties. In the six months ended June 30, 2023, we recognized a gain on sale of real estate of $0.4 million related to the release of escrow funds from a property disposed of in a prior period.

Previous wording

In the first quarter of 2024, we recognized a $0.3 million loss on extinguishment of debt as a result of the early pay off of three variable rate mortgage loans.

Current wording

We recognized a $21.7 million gain on extinguishment of debt for the six months ended June 30, 2024 attributable to the foreclosure settlement of Kingswood Center, partially offset by a $0.3 million loss on extinguishment of debt as a result of the early pay off of three variable rate mortgage loans in January 2024. During the six months ended June 30, 2023, we recognized a $0.5 million loss on extinguishment of debt related to the early pay off of the mortgage loan secured by the Plaza at Cherry Hill.

Previous wording

Throughout this section, we have provided certain information on a “same-property” basis which includes the results of operations that were owned and operated for the entirety of the reporting periods being compared, totaling 66 properties for the three months ended March 31, 2024 and 2023. Information provided on a same-property basis excludes properties that were 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, sold, or that are in the foreclosure process during the periods being compared. While there is judgment surrounding changes in designations, a property is removed from the same-property pool when a property is considered to be a redevelopment property because it is undergoing significant renovation or retenanting pursuant to a formal plan and is expected to have a significant impact on property operating income based on the retenanting that is occurring. 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.

Current wording

Throughout this section, we have provided certain information on a “same-property” basis which includes the results of operations that were owned and operated for the entirety of the reporting periods being compared, totaling 66 properties for the three and six months ended June 30, 2024 and 2023. Information provided on a same-property basis excludes properties that were 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, sold, or that are in the foreclosure process during the periods being compared. While there is judgment surrounding changes in designations, a property is removed from the same-property pool when a property is considered to be a redevelopment property because it is undergoing significant renovation or retenanting pursuant to a formal plan and is expected to have a significant impact on property operating income based on the retenanting that is occurring. 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.

Previous wording

Same-property NOI increased by $1.2 million, or 2.2% for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. Same-property NOI, including properties in redevelopment, increased by $2.2 million, or 3.7%, for the three months ended March 31, 2024, compared to the three months ended March 31, 2023.

Current wording

Same-property NOI increased by $1.9 million, or 3.6% for the three months ended June 30, 2024, compared to the three months ended June 30, 2023 and increased by $3.1 million, or 2.9%, for the six months ended June 30, 2024, compared to the six months ended June 30, 2023. Same-property NOI, including properties in redevelopment, increased by $2.3 million, or 4.0%, for the three months ended June 30, 2024, compared to the three months ended June 30, 2023 and increased by $4.5 million, or 3.9%, for the six months ended June 30, 2024, compared to the six months ended June 30, 2023.

Previous wording

The following table reconciles net income to NOI and same-property NOI for the three months ended March 31, 2024 and 2023.

Current wording

The following table reconciles net income to NOI and same-property NOI for the three and six months ended June 30, 2024 and 2023:

Previous wording

FFO applicable to diluted common shareholders was $39.1 million for the three months ended March 31, 2024 compared to $38.6 million for the three months ended March 31, 2023.

Current wording

FFO applicable to diluted common shareholders was $58.4 million for the three months ended June 30, 2024 compared to $35.9 million for the three months ended June 30, 2023, and $97.4 million for the six months ended June 30, 2024 compared to $74.5 million for the six months ended June 30, 2023.

Previous wording

The following table reflects the reconciliation of net income to FFO for the three months ended March 31, 2024 and 2023.

Current wording

The following table reflects the reconciliation of net income to FFO for the three and six months ended June 30, 2024 and 2023:

Previous wording

(2) The gain on sale of real estate for the three months ended March 31, 2023 relates to the release of escrow funds from a property disposed of in a prior period.

Current wording

(2) The gain on sale of real estate for the six months ended June 30, 2023 relates to the release of escrow funds from a property disposed of in a prior period.

Previous wording

Due to the nature of our business, the cash generated from operations is primarily paid to our shareholders and unitholders of the Operating Partnership in the form of distributions. Our status as a REIT requires that we generally distribute at least 90% of our REIT’s ordinary taxable income each year. Our Board of Trustees declared a quarterly dividend of $0.17 per common share and OP unit for the first quarter of 2024, or an annual rate of $0.68. Historically, we have paid regular cash dividends; however, the timing, declaration, amount and payment of distributions to shareholders and unitholders of the Operating Partnership fall within the discretion of our Board of Trustees. Our Board of Trustees’ decisions regarding the payment of dividends depend on many factors, such as maintaining our REIT status, our financial condition, earnings, capital requirements, debt service obligations, limitations under our financing arrangements, industry practice, legal requirements, regulatory constraints, and other factors.

Current wording

Due to the nature of our business, the cash generated from operations is primarily paid to our shareholders and unitholders of the Operating Partnership in the form of distributions. Our status as a REIT requires that we generally distribute at least 90% of our REIT’s ordinary taxable income each year. Our Board of Trustees declared a quarterly dividend of $0.17 per common share and OP unit for the first and second quarters of 2024, or an annual rate of $0.68. Historically, we have paid regular cash dividends; however, the timing, declaration, amount and payment of distributions to shareholders and unitholders of the Operating Partnership fall within the discretion of our Board of Trustees. Our Board of Trustees’ decisions regarding the payment of dividends depend on many factors, such as maintaining our REIT status, our financial condition, earnings, capital requirements, debt service obligations, limitations under our financing arrangements, industry practice, legal requirements, regulatory constraints, and other factors.

Previous wording

We have an $800 million revolving credit agreement (the “Agreement”) with certain financial institutions which has a maturity date of February 9, 2027 and includes two six-month extension options. The Company obtained five letters of credit issued under the Agreement, aggregating $30.1 million, and provided them to mortgage lenders to secure its obligations for certain capital requirements per the respective mortgage agreements. The letters of credit issued under the Agreement have reduced the amount available under the facility commensurate with their face values but remain undrawn. As of March 31, 2024 there was approximately $153 million drawn under the Agreement with an available remaining balance of $616.9 million under the facility. See Note 6 to the consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information regarding our Revolving Credit Agreement.

Current wording

We have an $800 million revolving credit agreement (the “Agreement”) with certain financial institutions which has a maturity date of February 9, 2027 and includes two six-month extension options. The Company obtained five letters of credit issued under the Agreement, aggregating $30.1 million, and provided them to mortgage lenders to secure its obligations for certain capital requirements per the respective mortgage agreements. The letters of credit issued under the Agreement have reduced the amount available under the facility commensurate with their face values but remain undrawn. As of June 30, 2024 there was $150 million drawn under the Agreement with an available remaining balance of $619.9 million under the facility. See Note 6 to the consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information regarding the Agreement.

Previous wording

In August 2022, the Company entered into an equity distribution agreement with various financial institutions acting as agents, forward sellers, and forward purchasers (the “Equity Distribution Agreement”). Pursuant to the Equity Distribution Agreement, the Company may from time to time offer and sell, through the agents and forward sellers, the Company’s common shares, par value $0.01 per share, having an aggregate offering price of up to $250 million (the “ATM Program”). During the three months ended March 31, 2024, the Company issued 1,082,945 common shares at a weighted average price of $17.31 per share under the ATM Program, generating cash proceeds of $18.5 million, net of commissions paid to distribution agents. See Note 14, Equity and Noncontrolling Interest in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information regarding the ATM Program.

Current wording

In August 2022, the Company entered into an equity distribution agreement with various financial institutions acting as agents, forward sellers, and forward purchasers (the “Equity Distribution Agreement”). Pursuant to the Equity Distribution Agreement, the Company may from time to time offer and sell, through the agents and forward sellers, the Company’s common shares, par value $0.01 per share, having an aggregate offering price of up to $250 million (the “ATM Program”). During the six months ended June 30, 2024, the Company issued 2,690,298 common shares at a weighted average price of $17.85 per share under the ATM Program, generating cash proceeds of $47.4 million, net of commissions paid to distribution agents. See Note 14, Equity and Noncontrolling Interest in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information regarding the ATM Program.

Previous wording

At March 31, 2024, we hadcash and cash equivalents, including restricted cash, of $95.1 million and approximately $616.9 million available under our Revolving Credit Agreement. The available balance under our Revolving Credit Agreement and cash on hand are readily available to fund the debt obligations discussed above which are coming due within the next year.

Current wording

At June 30, 2024, we hadcash and cash equivalents, including restricted cash, of $101.2 million and approximately $619.9 million available under the Agreement. The available balance under the Agreement and cash on hand are readily available to fund the debt obligations discussed above which are coming due within the next year.

Previous wording

Cash and cash equivalents, including restricted cash, was $95.1 million at March 31, 2024, compared to $174.2 million at December 31, 2023 and $111.2 million at March 31, 2023, a decrease of $79.2 million and $16.1 million, respectively. Our cash flow activities are summarized as follows:

Current wording

Cash and cash equivalents, including restricted cash, was $101.2 million at June 30, 2024, compared to $174.2 million at December 31, 2023 and $93.4 million at June 30, 2023, a decrease of $73.0 million and an increase $7.8 million, respectively. Our cash flow activities are summarized as follows:

Previous wording

Net cash provided by operating activities of $22.9 million for the three months ended March 31, 2024 decreased by $6.5 million from $29.4 million for the three months ended March 31, 2023. The decrease is due to the timing of cash receipts and payments related to tenant collections and operating expenses.

Current wording

Net cash provided by operating activities of $64.2 million for the six months ended June 30, 2024 decreased by $4.3 million from $68.4 million for the six months ended June 30, 2023. The decrease is due to the timing of cash receipts and payments related to tenant collections and operating expenses.

Previous wording

Net cash used in investing activities of $44.3 million for the three months ended March 31, 2024 increased by $21.5 million compared to net cash used in investing activities of $22.8 million for the three months ended March 31, 2023. The increase is primarily due to (i) $32.3 million increase in cash used for the acquisition of real estate, offset by (ii) $7.9 million increase in cash provided by the sale of properties, and (iii) $2.9 million decrease in cash used for real estate development and capital improvements.

Current wording

Net cash used in investing activities of $121.9 million for the six months ended June 30, 2024 increased by $65.5 million compared to net cash used in investing activities of $56.5 million for the six months ended June 30, 2023. The increase is primarily due to (i) $113.5 million increase in cash used for the acquisition of real estate, offset by (ii) $34.8 million increase in cash provided by the sale of properties, and (iii) $13.2 million decrease in cash used for real estate development and capital improvements.

Previous wording

The Company has 22 active development, redevelopment or anchor repositioning projects with total estimated costs of $166.4 million, of which $66.7 million has been incurred and $99.7 million remains to be funded as of March 31, 2024.

Current wording

The Company had 23 active development, redevelopment or anchor repositioning projects with total estimated costs of $170.1 million, of which $60.9 million had been incurred and $109.2 million remained to be funded as of June 30, 2024.

Previous wording

The following summarizes capital expenditures presented on a cash basis for the three months ended March 31, 2024 and 2023:

Current wording

The following summarizes capital expenditures presented on a cash basis for the six months ended June 30, 2024 and 2023:

Previous wording

Net cash used in financing activities of $57.8 million for the three months ended March 31, 2024 increased by $33.6 million from cash used in financing activities of $24.2 million for the three months ended March 31, 2023. The increase is primarily due to (i) $97.1 million increase in cash used for debt repayments, (ii) $1.9 million increase in distributions to shareholders and unitholders of the Operating Partnership, (iii) $1.2 million increase in debt issuance costs driven by the refinancing of our mortgage secured by Yonkers Gateway Center, and (iv) $0.6 million decrease in cash contributed by noncontrolling interests, offset by (v) $50.0 million increase in proceeds from mortgage refinancings, and (vi) $17.2 million increase in cash for proceeds from the issuance of common shares under our ATM program.

Current wording

Net cash used in financing activities of $15.3 million for the six months ended June 30, 2024 decreased by $32.1 million from cash used in financing activities of $47.3 million for the six months ended June 30, 2023. The decrease is primarily due to (i) $179.4 million decrease in cash used for debt repayments, (ii) $60 million increase in borrowings under the credit facility, (iii) $37.1 million increase in cash for proceeds from the issuance of common shares under the ATM program, and (iv) $3.5 million decrease in debt issuance costs driven by the refinancing of the mortgage loan on the Outlets at Bergen Town Center in the second quarter of 2023, offset by (v) $244.0 million decrease in mortgage proceeds, (vi) $3.5 million increase in distributions to shareholders and unitholders of the Operating Partnership, (vii) $0.3 million decrease in cash contributed by noncontrolling interests, and (viii) $0.1 million increase in tax withholdings on vested restricted stock.

Previous wording

During the three months ended March 31, 2024, the Company issued 1,082,945 common shares at a weighted average price of $17.31 per share under its ATM Program, generating cash proceeds of $18.5 million, net of commissions paid to distribution agents. See Note 14, Equity and Noncontrolling Interest in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information regarding the ATM Program.

Current wording

During the six months ended June 30, 2024, the Company issued 2,690,298 common shares at a weighted average price of $17.85 per share under its ATM Program, generating cash proceeds of $47.4 million, net of commissions paid to distribution agents. See Note 14, Equity and Noncontrolling Interest in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information regarding the ATM Program.

Previous wording

We have contractual obligations related to our mortgage loans that are both fixed and variable. As of March 31, 2024, our variable rate loans bear interest at a floating rate based on SOFR plus an applicable margin of 1.10% to 2.26%.

Current wording

We have contractual obligations related to our mortgage loans and line of credit that are both fixed and variable. As of June 30, 2024, our variable rate loans bear interest at a floating rate based on SOFR plus an applicable margin of 1.03% to 2.26%.

Previous wording

We believe that cash flows from our current operations, cash on hand, the line of credit under our Revolving Credit Agreement, the potential to refinance our loans and our general ability to access the capital markets will be sufficient to finance our operations and fund our obligations in both the short-term and long-term.

Current wording

We believe that cash flows from our current operations, cash on hand, the line of credit under the Agreement, the potential to refinance our loans and our general ability to access the capital markets will be sufficient to finance our operations and fund our obligations in both the short-term and long-term.