Urban Edge Properties
For the period ended Mar 31, 2025. Filed Apr 30, 2025.
View on SEC.govAbout 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.
Mar 31, 2025 · Filed Apr 30, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OPERATIONSCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-04-30.
0001611547-25-000028
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe 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 119 previous paragraphs and 94 current paragraphs.
30 unchanged; 45 reworded; 13 added; 34 removed; 10 previous and 6 current paragraphs rearranged.
Tables are not compared: 7 previous and 6 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 (13)
Current report
•$3.3 million increase as a result of property acquisitions net of dispositions since the first quarter of 2024; and
Current report
Depreciation and amortization decreased by $1.4 million to $37.2 million in the first quarter of 2025 from $38.6 million in the first quarter of 2024. The decrease is primarily attributable to:
Current report
•$4.1 million decrease primarily related to accelerated depreciation in the first quarter of 2024 on buildings taken out of service for redevelopment; offset by
Current report
•$2.7 million increase as a result of property acquisitions net of dispositions since the first quarter of 2024.
Current report
•$0.7 million decrease as a result of successful tax appeals and lower assessments; and
Current report
•$0.3 million increase as a result of property acquisitions net of dispositions since the first quarter of 2024.
Current report
Property operating expenses increased by $2.2 million to $22.7 million in the first quarter of 2025 from $20.5 million in the first quarter of 2024. The increase is primarily attributable to
Current report
•$0.8 million increase as a result of property acquisitions net of dispositions since the first quarter of 2024.
Current report
Interest and debt expense decreased by $0.8 million to $19.8 million in the first quarter of 2025 from $20.6 million in the first quarter of 2024. The decrease is primarily attributable to:
Current report
•$1.8 million decrease due to lower average balance under our line of credit to as a result of repayments since the first quarter of 2024;
Current report
•$1.2 million decrease in deferred financing fees paid in connection with financings and refinancings; offset by
Current report
•$25.0 million net decrease in proceeds from mortgage loans and credit facility borrowings;
Current report
•Obligations related to letters of credit issued under our revolving credit agreement; and
Removed paragraphs (34)
Previous report
•$5.9 million increase as a result of property acquisitions, net of dispositions;
Previous report
•$0.6 million increase in lease termination income and other income; and
Previous report
•$0.2 million decrease in percentage rent.
Previous report
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 report
•$1.4 million increase as a result of property acquisitions, net of dispositions; and
Previous 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:
Previous report
•$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 report
•$0.7 million increase as a result of property acquisitions, net of dispositions.
Previous 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:
Previous report
•$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 report
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 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.
Previous report
Comparison of the Nine Months Ended September 30, 2024 to the Nine Months Ended September 30, 2023
Previous report
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 report
•$16.7 million increase as a result of property acquisitions, net of dispositions;
Previous report
•$0.4 million increase in lease termination income; offset by
Previous report
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 report
•$22.5 million increase as a result of property acquisitions, net of dispositions; and
Previous report
•$12.9 million increase due to assets placed in service for completion of redevelopment projects since the first nine months of 2023.
Previous report
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 report
•$4.0 million increase as a result of property acquisitions, net of dispositions; and
Previous 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:
Previous report
We recognized a real estate impairment loss of $34.1 million in the first quarter of 2023, reducing the carrying value of an office and retail property located in Brooklyn, NY.
Previous 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:
Previous report
•$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 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
Previous 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.
Previous report
(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 report
(3) During the first quarter of 2023, the Company recognized a non-cash impairment charge reducing the carrying value of Kingswood Center, an office and retail property located in Brooklyn, NY.
Previous 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%.
Previous 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%.
Previous report
On May 3, 2024, the Company obtained a 5-year, $50 million mortgage loan secured by its property Ledgewood Commons, located in Roxbury Township, NJ. The loan bears interest at a fixed rate of 6.03%.
Previous report
On March 28, 2024, the Company refinanced the mortgage secured by its property, Yonkers Gateway Center, with a new 5-year, $50 million mortgage loan bearing interest at a fixed rate of 6.30%. The proceeds from the new loan were used to pay off the previous mortgage on the property which had an outstanding balance of $22.7 million.
Previous report
On January 2, 2024, the Company repaid three variable rate loans aggregating $75.7 million with interest rates of 7.34% on the pay off date. The loans were secured by Hudson Commons, Greenbrook Commons and Gun Hill Commons and were due to mature in the fourth quarter of 2024.
Reworded paragraphs (45)
Previous wording
Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are not guarantees of future performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition, business and targeted occupancy may differ materially from those expressed in these forward-looking statements. You can identify many of these statements by words such as “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “would,” “may” or other similar expressions in this Quarterly Report on Form 10-Q. Many of the factors that will determine the outcome of forward-looking statements are beyond our ability to control or predict and include, among others: (i) macroeconomic conditions, including geopolitical conditions and instability, which may lead to rising inflation and disruption of, or lack of access to, the capital markets, as well as potential volatility in the Company’s share price; (ii) the economic, political and social impact of, and uncertainty relating to, epidemics and pandemics; (iii) the loss or bankruptcy of major tenants; (iv) the ability and willingness of the Company’s tenants to renew their leases with the Company upon expiration and the Company’s ability to re-lease its properties on the same or better terms, or at all, in the event of non-renewal or in the event the Company exercises its right to replace an existing tenant; (v) the impact of e-commerce on our tenants’ business; (vi) the Company’s success in implementing its business strategy and its ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions and investments; (vii) changes in general economic conditions or economic conditions in the markets in which the Company competes, and their effect on the Company’s revenues, earnings and funding sources, and on those of its tenants; (viii) increases in the Company’s borrowing costs as a result of changes in interest rates, rising inflation, and other factors; (ix) the Company’s ability to pay down, refinance, hedge, restructure or extend its indebtedness as it becomes due and potential limitations on the Company’s ability to borrow funds under its existing credit facility as a result of covenants relating to the Company’s financial results; (x) potentially higher costs associated with the Company’s development, redevelopment and anchor repositioning projects, and the Company’s ability to lease the properties at projected rates; (xi) the Company’s liability for environmental matters; (xii) damage to the Company’s properties from catastrophic weather and other natural events, and the physical effects of climate change; (xiii) the Company’s ability and willingness to maintain its …
Excerpt shortened here; the source contains the full paragraph.
Current wording
Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are not guarantees of future performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition, business and targeted occupancy may differ materially from those expressed in these forward-looking statements. You can identify many of these statements by words such as “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “would,” “may” or other similar expressions in this Quarterly Report on Form 10-Q. Many of the factors that will determine the outcome of forward-looking statements are beyond our ability to control or predict and include, among others: (i) macroeconomic conditions, including geopolitical conditions and instability, and international trade disputes, which may lead to rising inflation, and adverse impacts to supply chain, and disruption of, or lack of access to, the capital markets, as well as potential volatility in the Company’s share price; (ii) the economic, political and social impact of, and uncertainty relating to, epidemics and pandemics; (iii) the loss or bankruptcy of major tenants; (iv) the ability and willingness of the Company’s tenants to renew their leases with the Company upon expiration and the Company’s ability to re-lease its properties on the same or better terms, or at all, in the event of non-renewal or in the event the Company exercises its right to replace an existing tenant; (v) the impact of e-commerce on our tenants’ business; (vi) the Company’s success in implementing its business strategy and its ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions and investments; (vii) changes in general economic conditions or economic conditions in the markets in which the Company competes, and their effect on the Company’s revenues, earnings and funding sources, and on those of its tenants; (viii) increases in the Company’s borrowing costs as a result of changes in interest rates, rising inflation, and other factors; (ix) the Company’s ability to pay down, hedge, refinance, restructure or extend its indebtedness as it becomes due and potential limitations on the Company’s ability to borrow funds under its existing credit facility as a result of covenants relating to the Company’s financial results; (x) potentially higher costs associated with the Company’s development, redevelopment and anchor repositioning projects, and the Company’s ability to lease the properties at projected rates; (xi) the Company’s liability for environmental matters; (xii) damage to the Company’s properties from catastrophic weather and other natural events, and the ph…
Excerpt shortened here; the source contains the full paragraph.
Previous 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.
Current wording
The Operating Partnership’s capital includes general and common limited partnership interests (“OP Units”). As of March 31, 2025, Urban Edge owned approximately 95.0% 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 September 30, 2024, our portfolio consisted of 71 shopping centers, two outlet centers and two malls totaling approximately 17.2 million square feet.
Current wording
As of March 31, 2025, our portfolio consisted of 70 shopping centers, two outlet centers and two malls totaling approximately 17.3 million square feet of gross leasable area with a consolidated occupancy of 91.1%.
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 nine months ended September 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, 2024 contains a description of our critical accounting estimates, including valuing acquired assets and liabilities and impairments. For the three months ended March 31, 2025, 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. 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.
Current 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 such as the recent market volatility as a result of changes in tariff policies. Increased tariffs on foreign imports could have a material impact on the cost of certain raw materials and goods and adversely affect the results of our operations or the operations of our tenants and could temper consumer spending. While 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, there is no guarantee that we will be able to recoup all such amounts, and some larger tenants have capped the amount of these operating expenses they are responsible for under their lease.
Previous 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.
Current wording
We continue to monitor the impacts of inflation on our operations. Although recent inflationary pressures have begun to abate, inflation may increase again in the future. In 2024, the Federal Reserve cut rates driven in part by positive economic reports and a decrease in inflation levels. However, 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 March 31, 2025, 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 an outstanding balance of $75 million as of March 31, 2025 and is indexed to SOFR, plus an applicable margin per the revolving credit agreement. Subsequent to the quarter, the Company repaid $25 million of the outstanding balance on the line of credit. As of March 31, 2025, 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 impacts from events and circumstances 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, 2024.
Previous wording
(1)Refer to pages 35-36 for a reconciliation to the most directly comparable generally accepted accounting principles (“GAAP”) measure.
Current wording
(1)Refer to pages 31-32 for a reconciliation to the most directly comparable generally accepted accounting principles (“GAAP”) measure.
Previous 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:
Current wording
Net income for the three months ended March 31, 2025 was $8.4 million, compared to net income of $2.4 million for the three months ended March 31, 2024. 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, 2025 as compared to the same period in 2024:
Previous 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:
Current wording
Total revenue increased by $8.5 million to $118.2 million in the first quarter of 2025 from $109.6 million in the first quarter of 2024. The increase is primarily attributable to:
Previous wording
•$4.3 million increase in property rentals and tenant reimbursements due to rent commencements and contractual rent increases;
Current wording
•$6.1 million increase in property rentals and tenant reimbursements due to rent commencements and contractual rent increases;
Previous 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
Current wording
•$0.2 million increase in non-cash revenues driven by accelerated amortization of above-market lease intangibles in the first quarter of 2024; offset by
Previous wording
•$0.3 million increase in rental revenue deemed uncollectible; and
Current wording
•$1.1 million increase in rental revenue deemed uncollectible.
Previous 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:
Current wording
Real estate tax expense decreased by $0.6 million to $16.4 million in the first quarter of 2025 from $17.0 million in the first quarter of 2024. The decrease is primarily attributable to:
Previous wording
•$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 wording
•$0.2 million increase in capitalized real estate taxes due to the commencement of development, redevelopment, and anchor repositioning projects since the first quarter of 2024, offset by project completions; offset by
Previous 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
Current wording
•$1.4 million higher expenses incurred for snow removal as compared to the first quarter of 2024; and
Previous 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.
Current wording
General and administrative expenses increased by $0.5 million to $9.5 million in the first quarter of 2025 from $9.0 million in the first quarter of 2024. The increase is primarily attributable to severance expenses incurred in the first quarter of 2025.
Previous 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.
Current 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.
Previous wording
•$1.6 million decrease in interest expense due to the mortgage debt forgiven in connection with the foreclosure of Kingswood Center.
Current wording
•$1.6 million decrease in interest expense due to the mortgage debt forgiven in connection with the foreclosure of Kingswood Center; and
Previous wording
•$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 wording
•$0.1 million increase in capitalized interest expense due to the commencement of development, redevelopment, and anchor repositioning projects, offset by project completions; offset by
Previous wording
•$0.4 million increase as a result of new financings and refinancings since the third quarter of 2023, net of loan repayments;
Current wording
•$2.2 million increase as a result of new financings and refinancings since the first quarter of 2024, net of loan repayments; and
Previous wording
•$0.6 million increase in amortization of deferred financing costs; offset by
Current wording
•$0.5 million increase in amortization of deferred financing costs.
Previous 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.
Current wording
In the first quarter of 2025, we recognized a $0.5 million gain on extinguishment of debt for the return of escrow funds related to the Kingswood Center foreclosure. 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.
Previous wording
We use NOI internally to make investment and capital allocation decisions and to compare the unlevered performance of our properties to our peers. Further, we believe NOI is useful to investors as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and disposition activity on an unleveraged basis, providing perspective not immediately apparent from net income. The most directly comparable GAAP financial measure to NOI is net income. NOI excludes certain components from net income in order to provide results that are more closely related to a property’s results of operations. We calculate NOI by adjusting net income to add back depreciation and amortization expense, general and administrative expenses, casualty and real estate impairment losses, interest and debt expense, income tax expense and non-cash lease expense, and deduct management and development fee income from non-owned properties, gains on sale of real estate, interest income, non-cash rental income resulting from the straight-lining of rents and amortization of acquired below market leases net of above market leases. NOI should not be considered a substitute for net income and may not be comparable to similarly titled measures employed by others.
Current wording
We use NOI internally to make investment and capital allocation decisions and to compare the unlevered performance of our properties to our peers. Further, we believe NOI is useful to investors as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and disposition activity on an unleveraged basis, providing perspective not immediately apparent from net income. The most directly comparable GAAP financial measure to NOI is net income. We calculate NOI by adjusting net income to add back depreciation and amortization expense, general and administrative expenses, casualty and real estate impairment losses, interest and debt expense, income tax expense and non-cash lease expense, and deduct management and development fee income from non-owned properties, gains on sale of real estate, interest income, non-cash rental income resulting from the straight-lining of rents and amortization of acquired below market leases net of above market leases. NOI should not be considered a substitute for net income and may not be comparable to similarly titled measures employed by others.
Previous wording
We calculate same-property NOI using net income as defined by GAAP reflecting only those income and expense items that are reflected in NOI (as described above) and excluding 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 excluding properties acquired, sold, or that are in the foreclosure process during the periods being compared. We also exclude for the following items in calculating same-property NOI: lease termination fees, bankruptcy settlement income, and income and expenses that we do not believe are representative of ongoing operating results, if any. As such, same-property NOI assists in eliminating disparities in net income due to the development, redevelopment, acquisition, disposition or foreclosure of properties during the periods presented, and thus provides a more consistent performance measure for the comparison of the operating performance of the Company’s properties, which the Company believes to be useful to investors. Same-property NOI should not be considered a substitute for net income and may not be comparable to similarly titled measures employed by others.
Current wording
We calculate same-property NOI using net income as defined by GAAP reflecting only those income and expense items that are reflected in NOI (as described above) and excluding 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 excluding properties acquired, sold, or that are in the foreclosure process during the periods being compared and results of our captive insurance program. We also exclude for the following items in calculating same-property NOI: lease termination fees, bankruptcy settlement income, and income and expenses that we do not believe are representative of ongoing operating results, if any. As such, same-property NOI assists in eliminating disparities in net income due to the development, redevelopment, acquisition, disposition or foreclosure of properties, and results of our captive insurance program during the periods presented, and thus provides a more consistent performance measure for the comparison of the operating performance of the Company’s properties, which the Company believes to be useful to investors. Same-property NOI should not be considered a substitute for net income and may not be comparable to similarly titled measures employed by others.
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 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.
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 months ended March 31, 2025 and 2024. 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, and results of our captive insurance program 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 $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.
Current wording
Same-property NOI increased by $2.1 million, or 3.6% for the three months ended March 31, 2025, compared to the three months ended March 31, 2024. Same-property NOI, including properties in redevelopment, increased by $2.4 million, or 3.8%, for the three months ended March 31, 2025, compared to the three months ended March 31, 2024.
Previous 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:
Current wording
The following table reconciles net income to NOI, same-property NOI, and same-property NOI including properties in redevelopment for the three months ended March 31, 2025 and 2024:
Previous wording
(1)Non-same property NOI includes NOI related to properties being redeveloped and properties acquired, disposed, or that are in the foreclosure process in the periods being compared.
Current wording
(1)Non-same property NOI includes NOI related to properties being redeveloped and properties acquired, disposed, or that are in the foreclosure process in the periods being compared, and results of the Company’s captive insurance program.
Previous 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.
Current wording
FFO applicable to diluted common shareholders was $45.5 million for the three months ended March 31, 2025 compared to $39.1 million for the three months ended March 31, 2024.
Previous wording
The following table reflects the reconciliation of net income to FFO for the three and nine months ended September 30, 2024 and 2023:
Current wording
The following table reflects the reconciliation of net income to FFO for the three months ended March 31, 2025 and 2024:
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 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.
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 $0.19 per common share and OP Unit for the first quarter of 2025, or an annual rate of $0.76. 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 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.
Current wording
We have an $800 million revolving credit agreement (the “Revolving Credit Agreement”) which has a maturity date of February 9, 2027 and includes two six-month extension options. The Company has obtained seven letters of credit issued under the Revolving Credit Agreement, aggregating $32.1 million, and provided them to mortgage lenders and other entities to secure its obligations in relation to certain reserves and capital requirements. The letters of credit issued under the Revolving Credit Agreement have reduced the amount available under the facility commensurate with their face values but remain undrawn and no separate liability has been recorded in association with them. As of March 31, 2025 there was approximately $75 million drawn under the Revolving Credit Agreement and an available remaining balance of $692.9 million under the facility, including undrawn letters of credit. Subsequent to the quarter, the Company repaid $25 million of the outstanding balance under the Revolving Credit Agreement. 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 Revolving Credit 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 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.
Current wording
In August 2022, in connection with the launch of the ATM Program, 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, 2025, the Company did not issue any common shares under the ATM Program. During the three months ended March 31, 2024, the Company issued 1,082,945 common shares at a weighted average gross 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.
Previous wording
Our short-term cash requirements consist of normal recurring operating expenses, lease obligations, regular debt service requirements, general and administrative expenses, expenditures related to leasing activity and distributions to shareholders and unitholders of the Operating Partnership. Our long-term capital requirements consist primarily of maturities under our long-term debt agreements, development and redevelopment costs and potential acquisitions. We have approximately$47 million of debt maturing within the next 12 months related to a mortgage loan encumbering one of our properties.
Current wording
Our short-term cash requirements consist of normal recurring operating expenses, lease obligations, regular debt service requirements, general and administrative expenses, expenditures related to leasing activity and distributions to shareholders and unitholders of the Operating Partnership. Our long-term capital requirements consist primarily of maturities under our long-term debt agreements, development and redevelopment costs and potential acquisitions. We have approximately$23.6 million of debt maturing within the next 12 months related to a mortgage loan encumbering one of our properties.
Previous 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.
Current wording
At March 31, 2025, we hadcash and cash equivalents, including restricted cash, of $98.1 million and approximately $692.9 million available under the Revolving Credit Agreement. The available balance under the 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.
Previous wording
Cash and cash equivalents, including restricted cash, was $89.6 million at September 30, 2024, compared to $174.2 million at December 31, 2023 and $77.9 million at September 30, 2023, a decrease of $84.6 million and an increase $11.7 million, respectively. Our cash flow activities are summarized as follows:
Current wording
Cash and cash equivalents, including restricted cash, was $98.1 million at March 31, 2025, compared to $90.6 million at December 31, 2024 and $95.1 million at March 31, 2024, an increase of $7.5 million and an increase $3.0 million, respectively. Our cash flow activities are summarized as follows:
Previous wording
Net cash provided by operating activities of $100.7 million for the nine months ended September 30, 2024 decreased by $2.1 million from $102.9 million for the nine months ended September 30, 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 $32.6 million for the three months ended March 31, 2025 increased by $9.7 million from $22.9 million for the three months ended March 31, 2024. The increase is due to higher rental revenue for tenant rent commencements and the timing of cash receipts and payments related to tenant collections and operating expenses.
Previous wording
Net cash used in investing activities of $146.3 million for the nine months ended September 30, 2024 increased by $59.9 million compared to net cash used in investing activities of $86.5 million for the nine months ended September 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) $18.8 million decrease in cash used for real estate development and capital improvements.
Current wording
Net cash used in investing activities of $20.7 million for the three months ended March 31, 2025 decreased by $23.6 million from cash used in investing activities of $44.3 million for the three months ended March 31, 2024. The decrease is primarily due to:
Previous wording
The Company had 22 active development, redevelopment or anchor repositioning projects with total estimated costs of $159.2 million, of which $64.0 million had been incurred and $95.2 million remained to be funded as of September 30, 2024.
Current wording
The Company had 23 active development, redevelopment or anchor repositioning projects with total estimated costs of $156.4 million, of which $71.6 million had been incurred and $84.8 million remained to be funded as of March 31, 2025.
Previous wording
The following summarizes capital expenditures presented on a cash basis for the nine months ended September 30, 2024 and 2023:
Current wording
The following summarizes capital expenditures presented on a cash basis for the three months ended March 31, 2025 and 2024:
Showing the first 40 of 45 pairs. Open the source sections for the rest.
Rearranged current paragraphs (6)
Current report — wording carried from elsewhere
•$32.3 million decrease in cash used for the acquisition of real estate; offset by
Current report — wording carried from elsewhere
•$8.2 million decrease in cash provided by the sale of real estate driven by dispositions in the first quarter of 2024; and
Current report — wording carried from elsewhere
•$0.5 million increase in cash used for real estate development and capital improvements.
Current report — wording carried from elsewhere
•$98.7 million decrease in cash used for debt repayments; and
Current report — wording carried from elsewhere
•$17.4 million decrease in proceeds from the issuance of common shares; and
Current report — wording carried from elsewhere
•$4.1 million increase in distributions to shareholders and unitholders of the Operating Partnership.
Rearranged previous paragraphs (10)
Previous report — wording carried elsewhere
•$0.1 million decrease in capitalized real estate taxes due to the completion of development, redevelopment, and anchor repositioning projects, offset by project commencements.
Previous report — wording carried elsewhere
•$0.3 million increase in amortization of deferred financing costs for loan refinancings; offset by
Previous report — wording carried elsewhere
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 report — wording carried elsewhere
•$11.4 million increase in property rentals and tenant reimbursements due to rent commencements and contractual rent increases;
Previous report — wording carried elsewhere
•$1.4 million decrease in rental revenue deemed uncollectible; and
Previous report — wording carried elsewhere
•$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 report — wording carried elsewhere
•$2.2 million increase as a result of property acquisitions, net of dispositions.
Previous report — wording carried elsewhere
•$2.8 million increase due to new financings and refinancings since the third quarter of 2023, net of loan repayments;
Previous report — wording carried elsewhere
•$0.8 million decrease in interest expense due to the mortgage debt forgiven in connection with the foreclosure of Kingswood Center.
Previous report — wording carried elsewhere
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.