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Urban Edge Properties

For the period ended Dec 31, 2024. Filed Feb 12, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 12, 2025

UE$20.90+1.2%Stored close · as of Nov 10, 2026

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND

FINANCIAL STATEMENT SCHEDULES

Page
CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm for Urban Edge Properties (PCAOB ID No. 34)42
Report of Independent Registered Public Accounting Firm for Urban Edge Properties LP (PCAOB ID No. 34)45
Urban Edge Properties Consolidated Balance Sheets as of December 31, 2024 and 202348
Urban Edge Properties Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2024, 2023 and 202249
Urban Edge Properties Consolidated Statements of Changes in Equity for the years ended December 31, 2024, 2023 and 202250
Urban Edge Properties Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 202251
Urban Edge Properties LP Consolidated Balance Sheets as of December 31, 2024 and 202353
Urban Edge Properties LP Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2024, 2023 and 202254
Urban Edge Properties LP Consolidated Statements of Changes in Equity for the years ended December 31, 2024, 2023 and 202255
Urban Edge Properties LP Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 202256
Notes to Consolidated Financial Statements58
CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
Schedule III – Real Estate and Accumulated Depreciation98

To the Shareholders and Board of Trustees of Urban Edge Properties

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Urban Edge Properties and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of income and comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 12, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Real Estate Recoverability Assessment —Refer to Note 3 to the financial statements

The Company’s real estate assets are individually evaluated for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company’s evaluation of the recoverability of real estate assets involves the comparison of the projected undiscounted future cash flows expected to be generated by each real estate asset over the Company’s estimated holding period to the respective carrying amount. An impairment exists when the carrying amount of an asset exceeds the projected undiscounted future cash flows, taking into account the appropriate capitalization rate and future market rental rates in determining a future terminal value.

Given that the Company’s estimated capitalization rate and future market rental rates used in the evaluation of impairment of real estate assets are significant assumptions made by management within the evaluation of impairment of real estate assets, performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

Our audit procedures related to the Company’s estimated capitalization rate and future market rental rates used in the evaluation of impairment of real estate assets included the following, among others:

We tested the effectiveness of the Company’s internal controls over management’s evaluation of recoverability of real estate, including internal controls over management’s determination of the reasonableness of the applicable capitalization rate and future market rental rates.

We inquired with management regarding their determination of the capitalization rate and future market rental rates and evaluated the consistency in determining the rates with evidence obtained in other areas of our audit.

With the assistance of our fair value specialists, we evaluated the reasonableness of the Company’s estimated capitalization rate and future market rental rates by:

Testing the source information underlying the determination of the capitalization rate and future market rental rates by evaluating the reasonableness of the capitalization rate and future market rental rates used by management with independent market data, focusing on key factors, including geographical location, tenant composition, and property type.

Developing a range of independent estimates of capitalization rate and future market rental rates and comparing those to the capitalization rate and future market rental rates selected by management.

Acquisitions of Real Estate — Refer to Notes 3 and 4 to the financial statements

Upon the acquisition of real estate, the Company allocates the purchase price of the real estate acquired based on the relative fair value of the assets acquired and liabilities assumed at the date of acquisition. The Company assesses fair value based on estimated cash flow projections utilizing appropriate discount rates, capitalization rates, and market-based rental revenues and available market information. Based on these estimates, the Company allocates the purchase price to the applicable tangible and intangible assets and liabilities based on their relative fair value at date of acquisition. In allocating the purchase price to identified intangible assets and liabilities of an acquired property, the value of above-market, below-market, and in-place leases is estimated based on the present value of the difference between the contractual amounts, including fixed rate below-market renewal options, to be paid pursuant to the in-place leases and the estimate of the market lease rates and other lease provisions for comparable leases measured over a period equal to the estimated remaining term of the lease. The Company’s determination of an estimated fair value requires management to make significant estimates, including utilizing appropriate discount rates, capitalization rates, and market-based rental revenues.

Given that the Company’s estimated discount rates, capitalization rates, and market-based rental revenues are significant assumptions made by management within the Company’s evaluation of fair value for the purchase price allocation of real estate acquired, performing audit procedures to evaluate the reasonableness of management’s estimated fair value required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

Our audit procedures related to the Company’s estimated discount rates, capitalization rates, and market-based rental revenues used in the evaluation of acquired real estate assets and liabilities included the following, among others:

We tested the effectiveness of controls over the purchase price allocation and the valuation methodology for estimating the fair value of assets acquired and liabilities assumed.

For each acquisition, we obtained and evaluated the third-party purchase price allocation report, along with relevant supporting documentation, in order to corroborate our understanding of the substance of the acquisition obtained through inquiry with the Company’s management, as well as assess the completeness of the assets acquired and liabilities assumed as part of the acquisition.

With the assistance of our fair value specialists, we:

Evaluated the reasonableness of the valuation and allocation methodology and related inputs, including discount rates, capitalization rates, and market-based rental revenues.

Tested the mathematical accuracy of the calculations and compared the key inputs used in the projections to external market sources.

Developed a range of independent estimates of discount rate, capitalization rate, and market-based rental revenues and compared those to the discount rate, capitalization rate, and future market rental rates selected by management.

/s/DELOITTE & TOUCHE LLP

We have served as the Company’s auditor since 2014.

To the Partners of Urban Edge Properties LP and the Board of Trustees of Urban Edge Properties

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Urban Edge Properties LP and subsidiaries (the "Operating Partnership") as of December 31, 2024 and 2023, the related consolidated statements of income and comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Operating Partnership's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 12, 2025, expressed an unqualified opinion on the Operating Partnership's internal control over financial reporting.

These financial statements are the responsibility of the Operating Partnership's management. Our responsibility is to express an opinion on the Operating Partnership's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Real Estate Recoverability Assessment —Refer to Note 3 to the financial statements

The Operating Partnership’s real estate assets are individually evaluated for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. The Operating Partnership’s evaluation of the recoverability of real estate assets involves the comparison of the projected undiscounted future cash flows expected to be generated by each real estate asset over the Operating Partnership’s estimated holding period to the respective carrying amount. An impairment exists when the carrying amount of an asset exceeds the projected undiscounted future cash flows, taking into account the appropriate capitalization rate and future market rental rates in determining a future terminal value.

Given that the Operating Partnership’s estimated capitalization rate and future market rental rates used in the evaluation of impairment of real estate assets are significant assumptions made by management within the evaluation of impairment of real estate assets, performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

Our audit procedures related to the Operating Partnership’s estimated capitalization rate and future market rental rates used in the evaluation of impairment of real estate assets included the following, among others:

We tested the effectiveness of the Operating Partnership’s internal controls over management’s evaluation of recoverability of real estate, including internal controls over management’s determination of the reasonableness of the applicable capitalization rate and future market rental rates.

We inquired with management regarding their determination of the capitalization rate and future market rental rates and evaluated the consistency in determining the rates with evidence obtained in other areas of our audit.

With the assistance of our fair value specialists, we evaluated the reasonableness of the Operating Partnership’s estimated capitalization rate and future market rental rates by:

Testing the source information underlying the determination of the capitalization rate and future market rental rates by evaluating the reasonableness of the capitalization rate and future market rental rates used by management with independent market data, focusing on key factors, including geographical location, tenant composition, and property type.

Developing a range of independent estimates of capitalization rate and future market rental rates and comparing those to the capitalization rate and future market rental rates selected by management.

Acquisitions of Real Estate — Refer to Notes 3 and 4 to the financial statements

Upon the acquisition of real estate, the Operating Partnership allocates the purchase price of the real estate acquired based on the relative fair value of the assets acquired and liabilities assumed at the date of acquisition. The Operating Partnership assesses fair value based on estimated cash flow projections utilizing appropriate discount rates, capitalization rates, and market-based rental revenues and available market information. Based on these estimates, the Operating Partnership allocates the purchase price to the applicable tangible and intangible assets and liabilities based on their relative fair value at date of acquisition. In allocating the purchase price to identified intangible assets and liabilities of an acquired property, the value of above-market, below-market, and in-place leases is estimated based on the present value of the difference between the contractual amounts, including fixed rate below-market renewal options, to be paid pursuant to the in-place leases and the estimate of the market lease rates and other lease provisions for comparable leases measured over a period equal to the estimated remaining term of the lease. The Operating Partnership’s determination of an estimated fair value requires management to make significant estimates, including utilizing appropriate discount rates, capitalization rates, and market-based rental revenues.

Given that the Operating Partnership’s estimated discount rates, capitalization rates, and market-based rental revenues are significant assumptions made by management within the Operating Partnership’s evaluation of fair value for the purchase price allocation of real estate acquired, performing audit procedures to evaluate the reasonableness of management’s estimated fair value required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

Our audit procedures related to the Operating Partnership’s estimated discount rates, capitalization rates, and market-based rental revenues used in the evaluation of acquired real estate assets and liabilities included the following, among others:

We tested the effectiveness of controls over the purchase price allocation and the valuation methodology for estimating the fair value of assets acquired and liabilities assumed.

For each acquisition, we obtained and evaluated the third-party purchase price allocation report, along with relevant supporting documentation, in order to corroborate our understanding of the substance of the acquisition obtained through inquiry with the Operating Partnership’s management, as well as assess the completeness of the assets acquired and liabilities assumed as part of the acquisition.

With the assistance of our fair value specialists, we:

Evaluated the reasonableness of the valuation and allocation methodology and related inputs, including discount rates, capitalization rates, and market-based rental revenues.

Tested the mathematical accuracy of the calculations and compared the key inputs used in the projections to external market sources.

Developed a range of independent estimates of discount rate, capitalization rate, and market-based rental revenues and compared those to the discount rate, capitalization rate, and future market rental rates selected by management.

/s/DELOITTE & TOUCHE LLP

We have served as the Operating Partnership’s auditor since 2016.

(In thousands, except share and per share amounts)

December 31,December 31,
20242023
ASSETS
Real estate, at cost:
Land$660,198$635,905
Buildings and improvements2,791,7282,678,076
Construction in progress289,057262,275
Furniture, fixtures and equipment11,2969,923
Total3,752,2793,586,179
Accumulated depreciation and amortization(886,886)(819,243)
Real estate, net2,865,3932,766,936
Operating lease right-of-use assets65,49156,988
Cash and cash equivalents41,373101,123
Restricted cash49,26773,125
Tenant and other receivables20,67214,712
Receivables arising from the straight-lining of rents61,16460,775
Identified intangible assets, net of accumulated amortization of $65,027 and $51,399, respectively109,827113,897
Deferred leasing costs, net of accumulated amortization of $22,488 and $21,428, respectively27,79927,698
Prepaid expenses and other assets70,55464,555
Total assets$3,311,540$3,279,809
LIABILITIES AND EQUITY
Liabilities:
Mortgages payable, net$1,569,753$1,578,110
Unsecured credit facility50,000153,000
Operating lease liabilities62,58553,863
Accounts payable, accrued expenses and other liabilities89,982102,997
Identified intangible liabilities, net of accumulated amortization of $50,275 and $46,610, respectively177,496170,411
Total liabilities1,949,8162,058,381
Commitments and contingencies (Note 10)
Shareholders’ equity:
Common shares: $0.01 par value; 500,000,000 shares authorized and 125,450,684 and 117,652,656 shares issued and outstanding, respectively1,2531,175
Additional paid-in capital1,149,9811,011,942
Accumulated other comprehensive income177460
Accumulated earnings126,670137,113
Noncontrolling interests:
Operating partnership65,06955,355
Consolidated subsidiaries18,57415,383
Total equity1,361,7241,221,428
Total liabilities and equity$3,311,540$3,279,809

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(In thousands, except per share amounts)

Year Ended December 31,
202420232022
REVENUE
Rental revenue$444,465$406,112$396,376
Other income50110,8101,562
Total revenue444,966416,922397,938
EXPENSES
Depreciation and amortization150,389108,97998,432
Real estate taxes68,65164,88961,864
Property operating78,77668,56374,334
General and administrative37,47437,07043,087
Real estate impairment loss—34,055—
Lease expense13,16912,63412,460
Total expenses348,459326,190290,177
Gain on sale of real estate38,818217,708353
Interest income2,6673,0371,107
Interest and debt expense(81,587)(74,945)(58,979)
Gain on extinguishment of debt21,42341,144—
Income before income taxes77,828277,67650,242
Income tax expense(2,386)(17,800)(2,903)
Net income75,442259,87647,339
Less: net (income) loss attributable to NCI in:
Operating partnership(3,978)(11,899)(1,895)
Consolidated subsidiaries1,099520726
Net income attributable to common shareholders$72,563$248,497$46,170
Earnings per common share - Basic:$0.60$2.11$0.39
Earnings per common share - Diluted:$0.60$2.11$0.39
Weighted average shares outstanding - Basic121,324117,506117,366
Weighted average shares outstanding - Diluted121,432117,597121,640
Net income$75,442$259,876$47,339
Effective portion of change in fair value of derivatives(301)(179)656
Comprehensive income75,141259,69747,995
Less: comprehensive loss (income) attributable to NCI in:
Operating partnership1810(27)
Less: net (income) loss attributable to NCI in:
Operating partnership(3,978)(11,899)(1,895)
Consolidated subsidiaries1,099520726
Comprehensive income attributable to common shareholders$72,280$248,328$46,799

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands, except share and per share amounts)

Common Shares · Noncontrolling Interests (“NCI”)
SharesAmountAdditional Paid-In CapitalAccumulated Other Comprehensive Income (Loss)Accumulated(Deficit) EarningsOperating PartnershipConsolidated SubsidiariesTotal Equity
Balance, January 1, 2022117,147,986$1,170$1,001,253$—$(7,091)$39,616$12,946$1,047,894
Net income attributable to common shareholders————46,170——46,170
Net income (loss) attributable to noncontrolling interests—————1,895(726)1,169
Other comprehensive income———629—27—656
Limited partnership interests:
Units redeemed for common shares250,00032,121——2,124—4,248
Reallocation of noncontrolling interests——6,126——(10,374)—(4,248)
Common shares issued60,193—466—(84)——382
Dividends to common shareholders ($0.64 per share)————(75,099)——(75,099)
Distributions to redeemable NCI ($0.64 per unit)—————(3,109)—(3,109)
Contributions from noncontrolling interests——————1,6861,686
Share-based compensation expense——1,456——9,030—10,486
Share-based awards retained for taxes(7,228)—(129)————(129)
Balance, December 31, 2022117,450,951$1,173$1,011,293$629$(36,104)$39,209$13,906$1,030,106
Net income attributable to common shareholders————248,497——248,497
Net income (loss) attributable to noncontrolling interests—————11,899(520)11,379
Other comprehensive loss———(169)—(10)—(179)
Limited partnership interests:
Units redeemed for common shares70,0001572——572—1,145
Reallocation of noncontrolling interests——(1,137)——(8)—(1,145)
Common shares issued139,3421459—(88)——372
Dividends to common shareholders ($0.64 per share)————(75,192)——(75,192)
Distributions to redeemable NCI ($0.64 per unit)—————(3,244)—(3,244)
Contributions from noncontrolling interests——————1,9971,997
Share-based compensation expense——874——6,937—7,811
Share-based awards retained for taxes(7,637)—(119)————(119)
Balance, December 31, 2023117,652,656$1,175$1,011,942$460$137,113$55,355$15,383$1,221,428
Net income attributable to common shareholders————72,563——72,563
Net income (loss) attributable to noncontrolling interests—————3,978(1,099)2,879
Other comprehensive loss———(283)—(18)—(301)
Limited partnership interests:
Units redeemed for common shares301,58332,939——2,942—5,884
Reallocation of noncontrolling interests——(2,255)——(3,629)—(5,884)
Common shares issued7,507,56275136,572—(91)——136,556
Dividends to common shareholders ($0.68 per share)————(82,915)——(82,915)
Distributions to redeemable NCI ($0.68 per unit)—————(4,401)—(4,401)
Contributions from noncontrolling interests——————4,2904,290
Issuance of accrued LTIP units—————1,389—1,389
Share-based compensation expense——978——9,453—10,431
Share-based awards retained for taxes(11,117)—(195)————(195)
Balance, December 31, 2024125,450,684$1,253$1,149,981$177$126,670$65,069$18,574$1,361,724

(In thousands)

Year Ended December 31,
202420232022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$75,442$259,876$47,339
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization154,989112,768100,787
Gain on sale of real estate(38,818)(217,708)(353)
Amortization of above and below market leases, net(9,669)(11,602)(6,660)
Noncash lease expense7,3336,5907,051
Straight-lining of rent(2,552)(3,687)(2,020)
Share-based compensation expense10,4317,81110,486
Real estate impairment loss—34,055—
Gain on extinguishment of debt(21,423)(41,144)—
Change in operating assets and liabilities:
Tenant and other receivables(5,967)2,811(1,712)
Deferred leasing costs(6,417)(8,059)(8,660)
Prepaid and other assets34912,387854
Lease liabilities(7,116)(6,330)(6,641)
Accounts payable, accrued expenses and other liabilities(3,405)15,247(853)
Net cash provided by operating activities153,177163,015139,618
CASH FLOWS FROM INVESTING ACTIVITIES
Real estate development and capital improvements(110,627)(115,724)(116,044)
Acquisitions of real estate(184,467)(314,886)(36,222)
Proceeds from sale of real estate60,397312,908353
Net cash used in investing activities(234,697)(117,702)(151,913)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from mortgage loan borrowings211,000469,704103,413
Debt repayments(387,353)(693,891)(98,334)
Borrowings under unsecured credit facility125,000309,000—
Dividends paid to common shareholders(82,915)(75,192)(75,099)
Distributions paid to redeemable noncontrolling interests(4,401)(3,244)(3,109)
Taxes withheld for vested restricted shares(195)(119)(129)
Debt issuance costs(4,070)(8,466)(7,292)
Purchase of interest rate cap——(285)
Proceeds related to the issuance of common shares, net136,556372382
Contributions from noncontrolling interests4,2901,9971,686
Net cash (used in) provided by financing activities(2,088)161(78,767)
Net (decrease) increase in cash and cash equivalents and restricted cash(83,608)45,474(91,062)
Cash and cash equivalents and restricted cash at beginning of year174,248128,774219,836
Cash and cash equivalents and restricted cash at end of year$90,640$174,248$128,774
Year Ended December 31,
202420232022
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash payments for interest net of amounts capitalized of $10,553, $11,209 and $8,512, respectively$80,711$69,040$55,740
Cash payments for income taxes9,85852913
NON-CASH INVESTING AND FINANCING ACTIVITIES
Assumption of debt through acquisition of real estate, net of debt mark-to-market54,946——
Assignment of debt through disposition of real estate44,483——
Accrued capital expenditures included in accounts payable and accrued expenses16,13321,62834,673
Write-off of fully depreciated and impaired assets17,22341,9548,733
Mortgage debt forgiven—44,105—
Transfer of assets held for sale included in prepaid expenses and other assets10,286——
Decrease in assets and liabilities in connection with foreclosure:
Real estate, net47,518——
Mortgage debt, net68,613——
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH
Cash and cash equivalents at beginning of year$101,123$85,518$164,478
Restricted cash at beginning of year73,12543,25655,358
Cash and cash equivalents and restricted cash at beginning of year$174,248$128,774$219,836
Cash and cash equivalents at end of year$41,373$101,123$85,518
Restricted cash at end of year49,26773,12543,256
Cash and cash equivalents and restricted cash at end of year$90,640$174,248$128,774

(In thousands, except share and unit amounts)

December 31,December 31,
20242023
ASSETS
Real estate, at cost:
Land$660,198$635,905
Buildings and improvements2,791,7282,678,076
Construction in progress289,057262,275
Furniture, fixtures and equipment11,2969,923
Total3,752,2793,586,179
Accumulated depreciation and amortization(886,886)(819,243)
Real estate, net2,865,3932,766,936
Operating lease right-of-use assets65,49156,988
Cash and cash equivalents41,373101,123
Restricted cash49,26773,125
Tenant and other receivables20,67214,712
Receivables arising from the straight-lining of rents61,16460,775
Identified intangible assets, net of accumulated amortization of $65,027 and $51,399, respectively109,827113,897
Deferred leasing costs, net of accumulated amortization of $22,488 and $21,428, respectively27,79927,698
Prepaid expenses and other assets70,55464,555
Total assets$3,311,540$3,279,809
LIABILITIES AND EQUITY
Liabilities:
Mortgages payable, net$1,569,753$1,578,110
Unsecured credit facility50,000153,000
Operating lease liabilities62,58553,863
Accounts payable, accrued expenses and other liabilities89,982102,997
Identified intangible liabilities, net of accumulated amortization of $50,275 and $46,610, respectively177,496170,411
Total liabilities1,949,8162,058,381
Commitments and contingencies (Note 10)
Equity:
Partners’ capital:
General partner: 125,450,684 and 117,652,656 units outstanding, respectively1,151,2341,013,117
Limited partners: 6,386,837 and 5,659,781 units outstanding, respectively59,46649,311
Accumulated other comprehensive income177460
Accumulated earnings132,273143,157
Total partners’ capital1,343,1501,206,045
Noncontrolling interest in consolidated subsidiaries18,57415,383
Total equity1,361,7241,221,428
Total liabilities and equity$3,311,540$3,279,809

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(In thousands, except per unit amounts)

Year Ended December 31,
202420232022
REVENUE
Rental revenue$444,465$406,112$396,376
Other income50110,8101,562
Total revenue444,966416,922397,938
EXPENSES
Depreciation and amortization150,389108,97998,432
Real estate taxes68,65164,88961,864
Property operating78,77668,56374,334
General and administrative37,47437,07043,087
Real estate impairment loss—34,055—
Lease expense13,16912,63412,460
Total expenses348,459326,190290,177
Gain on sale of real estate38,818217,708353
Interest income2,6673,0371,107
Interest and debt expense(81,587)(74,945)(58,979)
Gain on extinguishment of debt21,42341,144—
Income before income taxes77,828277,67650,242
Income tax expense(2,386)(17,800)(2,903)
Net income75,442259,87647,339
Less: net loss attributable to NCI in consolidated subsidiaries1,099520726
Net income attributable to unitholders$76,541$260,396$48,065
Earnings per unit - Basic:$0.60$2.13$0.40
Earnings per unit - Diluted:$0.60$2.13$0.39
Weighted average units outstanding - Basic125,987121,901121,374
Weighted average units outstanding - Diluted126,095121,992121,640
Net income$75,442$259,876$47,339
Effective portion of change in fair value of derivatives(301)(179)656
Comprehensive income75,141259,69747,995
Less: net loss attributable to NCI in consolidated subsidiaries1,099520726
Comprehensive income attributable to unitholders$76,240$260,217$48,721

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands, except unit and per unit amounts)

Total SharesGeneral PartnerTotal UnitsLimited Partners(1)Accumulated Other Comprehensive Income (Loss)Accumulated(Deficit) EarningsNCI in Consolidated SubsidiariesTotal Equity
Balance, January 1, 2022117,147,986$1,002,4234,662,654$41,030$—$(8,505)$12,946$1,047,894
Net income attributable to unitholders—————48,065—48,065
Net loss attributable to noncontrolling interests——————(726)(726)
Other comprehensive income————62927—656
Common units issued as a result of common shares issued by Urban Edge60,193466300,904——(84)—382
Equity redemption of OP Units250,0002,124(250,000)2,124———4,248
Reallocation of noncontrolling interests—6,126—(10,374)———(4,248)
Distributions to Partners ($0.64 per unit)—————(78,208)—(78,208)
Contributions from noncontrolling interests——————1,6861,686
Share-based compensation expense—1,456—9,030———10,486
Share-based awards retained for taxes(7,228)(129)—————(129)
Balance, December 31, 2022117,450,951$1,012,4664,713,558$41,810$629$(38,705)$13,906$1,030,106
Net income attributable to unitholders—————260,396—260,396
Net loss attributable to noncontrolling interests——————(520)(520)
Other comprehensive loss————(169)(10)—(179)
Common units issued as a result of common shares issued by Urban Edge139,3424601,016,223——(88)—372
Equity redemption of OP Units70,000573(70,000)572———1,145
Reallocation of noncontrolling interests—(1,137)—(8)———(1,145)
Distributions to Partners ($0.64 per unit)—————(78,436)—(78,436)
Contributions from noncontrolling interests——————1,9971,997
Share-based compensation expense—874—6,937———7,811
Share-based awards retained for taxes(7,637)(119)—————(119)
Balance, December 31, 2023117,652,656$1,013,1175,659,781$49,311$460$143,157$15,383$1,221,428
Net income attributable to unitholders—————76,541—76,541
Net loss attributable to noncontrolling interests——————(1,099)(1,099)
Other comprehensive loss————(283)(18)—(301)
Common units issued as a result of common shares issued by Urban Edge7,507,562136,6471,028,639——(91)—136,556
Equity redemption of OP units301,5832,942(301,583)2,942———5,884
Reallocation of noncontrolling interests—(2,255)—(3,629)———(5,884)
Distributions to Partners ($0.68 per unit)—————(87,316)—(87,316)
Contributions from noncontrolling interests——————4,2904,290
Issuance of accrued LTIP units———1,389———1,389
Share-based compensation expense—978—9,453———10,431
Share-based awards retained for taxes(11,117)(195)—————(195)
Balance, December 31, 2024125,450,684$1,151,2346,386,837$59,466$177$132,273$18,574$1,361,724

(1) Limited partners have a 4.8% common limited partnership interest in the Operating Partnership as of December 31, 2024 in the form of units of interest in the Operating Partnership (“OP Units”) and Long-Term Incentive Plan (“LTIP”) units.

(In thousands)

Year Ended December 31,
202420232022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$75,442$259,876$47,339
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization154,989112,768100,787
Gain on sale of real estate(38,818)(217,708)(353)
Amortization of above and below market leases, net(9,669)(11,602)(6,660)
Noncash lease expense7,3336,5907,051
Straight-lining of rent(2,552)(3,687)(2,020)
Share-based compensation expense10,4317,81110,486
Real estate impairment loss—34,055—
Gain on extinguishment of debt(21,423)(41,144)—
Change in operating assets and liabilities:
Tenant and other receivables(5,967)2,811(1,712)
Deferred leasing costs(6,417)(8,059)(8,660)
Prepaid and other assets34912,387854
Lease liabilities(7,116)(6,330)(6,641)
Accounts payable, accrued expenses and other liabilities(3,405)15,247(853)
Net cash provided by operating activities153,177163,015139,618
CASH FLOWS FROM INVESTING ACTIVITIES
Real estate development and capital improvements(110,627)(115,724)(116,044)
Acquisitions of real estate(184,467)(314,886)(36,222)
Proceeds from sale of real estate60,397312,908353
Net cash used in investing activities(234,697)(117,702)(151,913)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from mortgage loan borrowings211,000469,704103,413
Debt repayments(387,353)(693,891)(98,334)
Borrowings under unsecured credit facility125,000309,000—
Distributions paid to partners(87,316)(78,436)(78,208)
Taxes withheld for vested restricted units(195)(119)(129)
Debt issuance costs(4,070)(8,466)(7,292)
Purchase of interest rate cap——(285)
Proceeds related to the issuance of common shares, net136,556372382
Contributions from noncontrolling interests4,2901,9971,686
Net cash (used in) provided by financing activities(2,088)161(78,767)
Net (decrease) increase in cash and cash equivalents and restricted cash(83,608)45,474(91,062)
Cash and cash equivalents and restricted cash at beginning of year174,248128,774219,836
Cash and cash equivalents and restricted cash at end of year$90,640$174,248$128,774
Year Ended December 31,
202420232022
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash payments for interest net of amounts capitalized of $10,553, $11,209 and $8,512, respectively$80,711$69,040$55,740
Cash payments for income taxes9,85852913
NON-CASH INVESTING AND FINANCING ACTIVITIES
Assumption of debt through acquisition of real estate, net of debt mark-to-market54,946——
Assignment of debt through disposition of real estate44,483——
Accrued capital expenditures included in accounts payable and accrued expenses16,13321,62834,673
Write-off of fully depreciated and impaired assets17,22341,9548,733
Mortgage debt forgiven—44,105—
Transfer of assets held for sale included in prepaid expenses and other assets10,286——
Decrease in assets and liabilities in connection with foreclosure:
Real estate, net47,518——
Mortgage debt, net68,613——
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH
Cash and cash equivalents at beginning of year$101,123$85,518$164,478
Restricted cash at beginning of year73,12543,25655,358
Cash and cash equivalents and restricted cash at beginning of year$174,248$128,774$219,836
Cash and cash equivalents at end of year$41,373$101,123$85,518
Restricted cash at end of year49,26773,12543,256
Cash and cash equivalents and restricted cash at end of year$90,640$174,248$128,774

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  1. ORGANIZATION

Urban Edge Properties (“UE”, “Urban Edge” or the “Company”) (NYSE: UE) is a Maryland real estate investment trust focused on owning, managing, acquiring, developing, and redeveloping retail real estate in urban communities, primarily in the Washington, D.C. to Boston corridor. Urban Edge Properties LP (“UELP” or the “Operating Partnership”) is a Delaware limited partnership formed to serve as UE’s majority-owned partnership subsidiary and to own, through affiliates, all of the Company’s real estate properties and other assets. Unless the context otherwise requires, references to “we”, “us” and “our” refer to Urban Edge Properties and UELP and their consolidated entities/subsidiaries.

The Operating Partnership’s capital includes general and common limited partnership interests in the operating partnership (“OP Units”). As of December 31, 2024, Urban Edge owned approximately 95.2% of the outstanding common OP Units with the remaining limited OP Units held by members of management, Urban Edge’s Board of Trustees and contributors of property interests acquired. Urban Edge serves as the sole general partner of the Operating Partnership. The third-party unitholders have limited rights over the Operating Partnership such that they do not have characteristics of a controlling financial interest. As such, the Operating Partnership is considered a variable interest entity (“VIE”), and the Company is the primary beneficiary which consolidates it. The Company’s only investment is the Operating Partnership. The VIE’s assets can be used for purposes other than the settlement of the VIE’s obligations and the Company’s partnership interest is considered a majority voting interest.

As of December 31, 2024, our portfolio consisted of 71 shopping centers, two outlet centers andtwo malls totaling approximately 17.4 million sf, which is inclusive of a 95% controlling interest in Walnut Creek, CA (Mt. Diablo), and an 82.5% controlling interest in Sunrise Mall, in Massapequa, NY.

  1. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for annual financial information and with the instructions of Form 10-K. The consolidated financial statements as of and for the years ended December 31, 2024, 2023 and 2022 reflect the consolidation of the Company, the Operating Partnership, wholly-owned subsidiaries and those entities in which we have a controlling financial interest. All intercompany transactions have been eliminated in consolidation.

In accordance with ASC 205 Presentation of Financial Statements, certain prior year balances have been reclassified in order to conform to the current period presentation.

Our primary business is the ownership, management, acquisition, development, and redevelopment of retail shopping centers and malls. We do not distinguish our primary business or group our operations on a geographical basis for purposes of measuring performance and allocating resources. The Company’s Chief Operating Decision Maker (“CODM”) reviews operating and financial information at the individual operating segment. We aggregate all of our properties into a single reportable segment due to their similarities with regard to the nature and economics of the properties, tenants and operations, as well as long-term average financial performance. See Note 17 to the consolidated financial statements for further information regarding Segment Reporting.

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