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Urban Edge Properties

For the period ended Sep 30, 2024. Filed Oct 30, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Oct 30, 2024

UE$20.42-2.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-06-30; filed 2024-07-31.

0001611547-24-000043

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current report: 10-Q

Period ended 2024-09-30; filed 2024-10-30.

0001611547-24-000055

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 109 previous paragraphs and 119 current paragraphs.

46 unchanged; 47 reworded; 25 added; 14 removed; 2 previous and 1 current paragraphs rearranged.

Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (25)

Current report

•$1.4 million increase as a result of property acquisitions, net of dispositions; and

Current report

•$0.1 million decrease in capitalized real estate taxes due to the completion of development, redevelopment, and anchor repositioning projects, offset by project commencements.

Current report

Property operating expenses increased by $1.8 million to $18.4 million in the third quarter of 2024 from $16.6 million in the third quarter of 2023. The increase is primarily attributable to:

Current report

•$0.7 million increase as a result of property acquisitions, net of dispositions.

Current report

Interest and debt expense increased by $0.5 million to $19.5 million in the third quarter of 2024 from $19.0 million in the third quarter of 2023. The increase is primarily attributable to:

Current report

•$0.4 million increase as a result of new financings and refinancings since the third quarter of 2023, net of loan repayments;

Current report

•$0.4 million decrease in capitalized interest expense due to the completion of development, redevelopment, and anchor repositioning projects, offset by project commencements; and

Current report

•$0.3 million increase in amortization of deferred financing costs for loan refinancings; offset by

Current report

•$1.6 million decrease in interest expense due to the mortgage debt forgiven in connection with the foreclosure of Kingswood Center.

Current report

Income tax expense decreased by $16.5 million to $0.5 million in the third quarter of 2024 from $17.1 million in the third quarter of 2023. The decrease is primarily attributable to the income tax impact of the Shops at Caguas loan refinancing in August 2023.

Current report

•$16.7 million increase as a result of property acquisitions, net of dispositions;

Current report

•$0.4 million increase in lease termination income; offset by

Current report

•$22.5 million increase as a result of property acquisitions, net of dispositions; and

Current report

•$4.0 million increase as a result of property acquisitions, net of dispositions; and

Current report

•$0.2 million decrease in capitalized real estate taxes due to the completion of development, redevelopment, and anchor repositioning projects, offset by project commencements.

Current report

Property operating expenses increased by $7.4 million to $57.2 million in the nine months ended September 30, 2024 from $49.8 million in the nine months ended September 30, 2023. The increase is primarily attributable to:

Current report

•$2.2 million increase as a result of property acquisitions, net of dispositions.

Current report

Interest and debt expense increased by $9.6 million to $62.0 million in the nine months ended September 30, 2024 from $52.4 million in the nine months ended September 30, 2023. The increase is primarily attributable to:

Current report

•$0.7 million decrease in capitalized interest expense due to the completion of development, redevelopment, and anchor repositioning projects, offset by project commencements; and

Current report

•$0.6 million increase in amortization of deferred financing costs; offset by

Current report

•$0.8 million decrease in interest expense due to the mortgage debt forgiven in connection with the foreclosure of Kingswood Center.

Current report

Income tax expense decreased by $16.1 million to $1.7 million in the nine months ended September 30, 2024 from $17.8 million in the nine months ended September 30, 2023. The decrease is primarily attributable to the income tax impact of the Shops at Caguas loan refinancing in August 2023.

Current report

On September 13, 2024, the Company obtained a 10-year, $30 million mortgage loan secured by its property Briarcliff Commons, located in Morris Plains, NJ. The loan bears interest at a fixed rate of 5.47%.

Current report

On August 29, 2024, the Company obtained a 5-year, $31 million mortgage loan secured by its property Greenbrook Commons, located in Watchung, NJ. The loan bears interest at a fixed rate of 6.03%.
Removed paragraphs (14)

Previous report

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

Previous report

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 report

Interest and debt expense increased by $3.8 million to $21.9 million in the second quarter of 2024 from $18.1 million in the second quarter of 2023. The increase is primarily attributable to:

Previous report

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

Previous report

Income tax expense increased by $0.5 million as compared to the second quarter of 2023 driven by a $0.7 million income tax benefit recognized in June 2023 related to the tax planning measures implemented for the refinancing and debt restructuring that occurred in 2020.

Previous report

•$10.8 million increase as a result of property acquisitions, net of dispositions;

Previous report

•$14.9 million increase as a result of property acquisitions, net of dispositions; and

Previous report

Property operating expenses increased by $5.6 million to $38.8 million in the six months ended June 30, 2024 from $33.1 million in the six months ended June 30, 2023. The increase is primarily attributable to:

Previous report

•$1.5 million increase as a result of property acquisitions, net of dispositions.

Previous report

General and administrative expenses decreased by $0.6 million to $18.4 million in the six months ended June 30, 2024 from $19.0 million in the six months ended June 30, 2023. The decrease is primarily attributable to lower employment expenses and professional fees.

Previous report

Interest and debt expense increased by $9.0 million to $42.5 million in the six months ended June 30, 2024 from $33.4 million in the six months ended June 30, 2023. The increase is primarily attributable to:

Previous report

•$7.3 million increase in interest expense due to new debt and loan refinancings since the second quarter of 2023; and

Previous report

•$3.7 million decrease in interest expense due to the pay off of five loans since the second quarter of 2023.

Previous report

Income tax expense increased by $0.5 million to $1.2 million in the six months ended June 30, 2024 from $0.7 million in the six months ended June 30, 2023. The increase was driven by an income tax benefit recognized in the second quarter of 2023 related to the tax planning measures implemented for the refinancing and debt restructuring that occurred in 2020.
Reworded paragraphs (47)

Previous wording

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included in Part I of this Quarterly Report on Form 10-Q.

Current wording

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Previous 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.

Current wording

The Operating Partnership’s capital includes general and common limited partnership interests (“OP Units”). As of September 30, 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.

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 six months ended June 30, 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 nine months ended September 30, 2024, there were no material changes to these estimates.

Previous wording

Our consolidated results of operations often are not comparable from period to period due to the impact of property acquisitions, dispositions, developments, redevelopments and changes in accounting policies. The results of operations of any acquired properties are included in our financial statements as of the date of acquisition. Our results of operations are affected by national, regional and local economic conditions, as well as macroeconomic conditions, which are at times subject to volatility and uncertainty. In recent years, inflation levels were elevated resulting in increased costs for certain goods and services. Inflation began to decrease in the second quarter of 2023 but still remains at elevated levels compared to the years preceding 2021. Most of our leases require tenants to pay their share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation, although some larger tenants have capped the amount of these operating expenses they are responsible for under their lease. In response to the rising rate of inflation, the Federal Reserve raised benchmark interest rates, resulting in an increase in the cost of borrowing, which could remain at elevated levels in the near-term and long-term. As of June 30, 2024, approximately 88% of our outstanding debt is fixed rate, with the remaining 12% indexed to SOFR, plus an applicable margin per the respective loan agreements. We occasionally utilize interest rate derivative agreements to hedge the effect of rising interest rates on our variable rate debt. As of June 30, 2024, we were counterparty to one interest rate swap agreement and one interest rate cap agreement, both of which qualify for, and are designated as, hedging instruments. We are actively managing our business to respond to the economic and social impact from events such as those described above. See “Risk Factors” in Part I, Item 1A, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Current wording

In response to the rising rate of inflation, the Federal Reserve raised benchmark interest rates several times between 2022 and 2023, resulting in an increase in the cost of borrowing. In September 2024, the Federal Reserve cut rates by 50 basis points, driven in part by positive economic reports and a decrease in inflation levels. Interest rates still remain at elevated levels compared to the years preceding 2021, and could remain at this level in the near-term and long-term. We occasionally utilize interest rate derivative agreements to hedge the effect of rising interest rates on our variable rate debt. As of September 30, 2024, all of our outstanding mortgage debt is fixed rate or hedged with interest rate derivative agreements. Our only variable rate exposure is related to our line of credit, which has no outstanding balance as of September 30, 2024 and is indexed to SOFR, plus an applicable margin per the revolving credit agreement. As of September 30, 2024, we were counterparty to one interest rate swap agreement and one interest rate cap agreement, both of which qualify for, and are designated as, hedging instruments. We are actively managing our business to respond to the economic and social impact from events such as those described above. See “Risk Factors” in Part I, Item 1A, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Previous 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:

Current wording

Net income for the three months ended September 30, 2024 was $9.5 million, compared to net income of $37.5 million for the three months ended September 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 September 30, 2024 as compared to the same period in 2023:

Previous 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:

Current wording

Total revenue increased by $10.6 million to $112.4 million in the third quarter of 2024 from $101.8 million in the third quarter of 2023. The increase is primarily attributable to:

Previous wording

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

Current wording

•$4.3 million increase in property rentals and tenant reimbursements due to rent commencements and contractual rent increases;

Previous wording

•$0.6 million increase as a result of property acquisitions, net of dispositions.

Current wording

•$0.6 million increase in lease termination income and other income; and

Previous wording

•$1.9 million decrease in non-cash revenues driven by accelerated amortization of above-market lease intangibles in the second quarter of 2024 related to a tenant termination.

Current wording

•$0.3 million increase in non-cash revenues driven by accelerated amortization of below-market lease intangibles in the third quarter of 2024; offset by

Previous wording

•$1.7 million decrease in rental revenue deemed uncollectible; offset by

Current wording

•$0.3 million increase in rental revenue deemed uncollectible; and

Previous 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:

Current wording

Depreciation and amortization increased by $7.7 million to $34.7 million in the third quarter of 2024 from $26.9 million in the third quarter of 2023. The increase is primarily attributable to the impact of property acquisitions, net of dispositions.

Previous 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.

Current wording

Real estate tax expense increased by $1.5 million to $17.7 million in the third quarter of 2024 from $16.2 million in the third quarter of 2023. The increase is primarily attributable to:

Previous 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

Current wording

•$1.1 million higher expenses incurred for increased insurance premiums and higher common area maintenance expenses across the portfolio as compared to the third quarter of 2023; and

Previous wording

General and administrative expenses decreased by $0.5 million to $9.4 million in the second quarter of 2024 from $9.9 million in the second quarter of 2023. The decrease is primarily attributable to lower employment expenses.

Current wording

General and administrative expenses increased by $0.5 million to $9.4 million in the third quarter of 2024 from $8.9 million in the third quarter of 2023. The increase is primarily attributable to higher employment expenses.

Previous 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

Current wording

•$1.0 million increase due to outstanding borrowings under our line of credit to finance the acquisition of two properties in the fourth quarter of 2023;

Previous wording

In the second quarter of 2024, we recognized a $21.7 million gain on extinguishment of debt as a result of the foreclosure settlement of Kingswood Center. We recognized a $0.5 million loss on extinguishment of debt in the second quarter of 2023 related to the early pay off of the mortgage loan secured by the Plaza at Cherry Hill.

Current wording

In the third quarter of 2023, we recognized a $43.0 million gain on extinguishment of debt as a result of the refinancing of the mortgage loan secured by Shops at Caguas.

Previous wording

Comparison of the Six Months Ended June 30, 2024 to the Six Months Ended June 30, 2023

Current wording

Comparison of the Nine Months Ended September 30, 2024 to the Nine Months Ended September 30, 2023

Previous wording

Net income for the six months ended June 30, 2024 was $34.5 million, compared to net loss of $9.6 million for the six 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 six months ended June 30, 2024 as compared to the same period in 2023:

Current wording

Net income for the nine months ended September 30, 2024 was $43.9 million, compared to net income of $28.0 million for the nine months ended September 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 nine months ended September 30, 2024 as compared to the same period in 2023:

Previous wording

Total revenue increased by $17.7 million to $216.2 million in the six months ended June 30, 2024 from $198.5 million in the six months ended June 30, 2023. The increase is primarily attributable to:

Current wording

Total revenue increased by $28.3 million to $328.6 million in the nine months ended September 30, 2024 from $300.3 million in the nine months ended September 30, 2023. The increase is primarily attributable to:

Previous wording

•$7.1 million increase in property rentals and tenant reimbursements due to rent commencements and contractual rent increases; and

Current wording

•$11.4 million increase in property rentals and tenant reimbursements due to rent commencements and contractual rent increases;

Previous wording

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

Current wording

•$1.4 million decrease in rental revenue deemed uncollectible; and

Previous wording

•$1.9 million decrease in non-cash revenues driven by accelerated amortization of above-market lease intangibles in the second quarter of 2024 related to a tenant termination.

Current wording

•$1.6 million decrease in non-cash revenues driven by accelerated amortization of above-market lease intangibles in the second quarter of 2024 related to a tenant termination.

Previous wording

Depreciation and amortization increased by $27.7 million to $78.3 million in the six months ended June 30, 2024 from $50.6 million in the six months ended June 30, 2023. The increase is primarily attributable to:

Current wording

Depreciation and amortization increased by $35.4 million to $112.9 million in the nine months ended September 30, 2024 from $77.5 million in the nine months ended September 30, 2023. The increase is primarily attributable to:

Previous wording

•$12.8 million increase due to assets placed in service for completion of redevelopment projects since the first six months of 2023.

Current wording

•$12.9 million increase due to assets placed in service for completion of redevelopment projects since the first nine months of 2023.

Previous wording

Real estate taxes increased by $2.7 million to $34.5 million in the six months ended June 30, 2024 from $31.8 million in the six months ended June 30, 2023. The increase is primarily attributable to the impact of property acquisitions, net of dispositions.

Current wording

Real estate taxes increased by $4.2 million to $52.1 million in the nine months ended September 30, 2024 from $48.0 million in the nine months ended September 30, 2023. The increase is primarily attributable to:

Previous wording

•$4.1 million higher expenses incurred for increased insurance premiums and higher common area maintenance expenses across the portfolio as compared to the first six months of 2023; and

Current wording

•$5.2 million higher expenses incurred for increased insurance premiums, snow removal, and higher common area maintenance expenses across the portfolio as compared to the first nine months of 2023; and

Previous 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.

Current wording

We recognized a $15.3 million gain on sale of real estate during the nine months ended September 30, 2024 primarily related to the sale of two properties. In the nine months ended September 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

•$5.4 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

•$6.3 million increase due to outstanding borrowings under our line of credit to finance the acquisition of two properties in the fourth quarter of 2023;

Previous wording

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

Current wording

•$2.8 million increase due to new financings and refinancings since the third quarter of 2023, net of loan repayments;

Previous 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.

Current wording

We recognized a $21.7 million gain on extinguishment of debt for the nine months ended September 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 nine months ended September 30, 2023, we recognized a $42.5 million gain on extinguishment of debt attributable to the refinancing of the Shops at Caguas loan in August 2023, partially offset by a $0.5 million loss on extinguishment of debt recognized in the second quarter of 2023 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 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.

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 65 properties for the three and nine months ended September 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 $1.9 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.

Current wording

Same-property NOI increased by $2.5 million, or 4.8% for the three months ended September 30, 2024, compared to the three months ended September 30, 2023 and increased by $5.6 million, or 3.6%, for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. Same-property NOI, including properties in redevelopment, increased by $2.9 million, or 5.1%, for the three months ended September 30, 2024, compared to the three months ended September 30, 2023 and increased by $7.4 million, or 4.4%, for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023.

Previous 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:

Current wording

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

Previous 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.

Current wording

FFO applicable to diluted common shareholders was $43.9 million for the three months ended September 30, 2024 compared to $64.2 million for the three months ended September 30, 2023, and $141.4 million for the nine months ended September 30, 2024 compared to $138.8 million for the nine months ended September 30, 2023.

Previous wording

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

Current wording

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

Previous 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.

Current wording

(2) The gain on sale of real estate for the nine months ended September 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 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.

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 three 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 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.

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 September 30, 2024 there were no amounts drawn under the Agreement which had an available remaining balance of $769.9 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 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.

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 nine months ended September 30, 2024, the Company issued 7,097,124 common shares at a weighted average gross price of $18.71 per share under the ATM Program, generating cash proceeds of $131.1 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 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.

Current wording

At September 30, 2024, we hadcash and cash equivalents, including restricted cash, of $89.6 million and approximately $769.9 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.

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Current report — wording carried from elsewhere

Our consolidated results of operations often are not comparable from period to period due to the impact of property acquisitions, dispositions, developments, redevelopments and changes in accounting policies. The results of operations of any acquired properties are included in our financial statements as of the date of acquisition. Our results of operations are affected by national, regional and local economic conditions, as well as macroeconomic conditions, which are at times subject to volatility and uncertainty. In recent years, inflation levels were elevated resulting in increased costs for certain goods and services. Most of our leases require tenants to pay their share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation, although some larger tenants have capped the amount of these operating expenses they are responsible for under their lease.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

We recognized a gain on sale of real estate of $13.4 million in the second quarter of 2024 primarily related to the sale of a property located in Lodi, NJ.