What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-02-14 compared with 2023-02-14 · 338 added, 263 removed, 1107 unchanged (35% of the section changed)

19 unchanged sentences

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, 2022 and 2021, 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, 2022, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements").

We have audited the accompanying consolidated balance sheets of Urban Edge Properties and subsidiaries (the "Company") as of December 31, 2023 and 2022, 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, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

18 unchanged sentences

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.

The Company’s undiscounted future cash flow analyses require management to make significant estimates, including estimated terminal values determined using appropriate capitalization rates.

Total real estate assets as of December 31, 2022 had a net book value of $2.5 billion.

Given that the Company’s estimated capitalization rates used in the evaluation of impairment of real estate assets is a significant assumption made by management, performing audit procedures to evaluate the reasonableness of management’s undiscounted future cash flow analyses required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

An impairment exists when the carrying amount of an asset exceeds the projected undiscounted future cash flows, taking into account the appropriate capitalization rate in determining a future terminal value.

An impairment loss is measured based on the excess of the property’s carrying amount over its estimated fair value.

The estimated fair value may be based on discounted future cash flows utilizing appropriate discount and capitalization rates.

The Company’s determination of an estimated fair value requires management to make significant estimates, including appropriate discount and capitalization rates.

Given that the Company’s estimated discount and capitalization rates used in the evaluation of impairment of real estate assets is a significant assumption made by management for certain properties, 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.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Company’s estimated capitalization 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 the recoverability of real estate, including internal controls over management’s determination of the reasonableness of the applicable capitalization rates.

• We inquired with management regarding their determination of the capitalization rates and evaluated the consistency of the capitalization rates used 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 rates by:

◦ Testing the source information underlying the determination of the capitalization rates by evaluating the reasonableness of the capitalization 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 rates and comparing those to the capitalization rates selected by management.

Our audit procedures related to the Company’s estimated discount and capitalization 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 the estimated fair value of real estate, including internal controls over management’s determination of the reasonableness of the applicable discount and capitalization rates.

• We inquired with management regarding their determination of the discount and capitalization 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 discount and capitalization rates by:

◦ Testing the source information underlying the determination of the discount and capitalization rates by evaluating the reasonableness of the discount and capitalization 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 discount and capitalization rates and comparing those to the discount and capitalization rates selected by management.

/s/ DELOITTE & TOUCHE LLP

5 unchanged sentences

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, 2022 and 2021, 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, 2022, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as 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, 2023 and 2022, 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, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

18 unchanged sentences

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.

The Operating Partnership's undiscounted future cash flow analyses require management to make significant estimates, including estimated terminal values determined using appropriate capitalization rates.

Total real estate assets as of December 31, 2022 had a net book value of $2.5 billion.

Given that the Operating Partnership's estimated capitalization rates used in the evaluation of impairment of real estate assets is a significant assumption made by management, performing audit procedures to evaluate the reasonableness of management’s undiscounted future cash flow analyses required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

An impairment loss is measured based on the excess of the property’s carrying amount over its estimated fair value.

The estimated fair value may be based on discounted future cash flows utilizing appropriate discount and capitalization rates.

The Operating Partnership’s determination of an estimated fair value requires management to make significant estimates, including appropriate discount and capitalization rates.

Given that the Operating Partnership’s estimated discount and capitalization rates used in the evaluation of impairment of real estate assets is a significant assumption made by management for certain properties, 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.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Operating Partnership's estimated capitalization 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 the recoverability of real estate, including internal controls over management’s determination of the reasonableness of the applicable capitalization rates.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the Operating Partnership's estimated capitalization rates by:

◦ Developing a range of independent estimates of capitalization rates and comparing those to the capitalization rates selected by management.

Our audit procedures related to the Operating Partnership's estimated discount and capitalization 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 the estimated fair value of real estate, including internal controls over management’s determination of the reasonableness of the applicable discount and capitalization rates.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the Operating Partnership's estimated discount and capitalization rates by:

◦ Developing a range of independent estimates of discount and capitalization rates and comparing those to the discount and capitalization rates selected by management.

/s/ DELOITTE & TOUCHE LLP

27 unchanged sentences

Mortgages payable, net $ 1,578,110 $ 1,691,690

Unsecured credit facility borrowings 153,000 —

Operating lease liabilities 53,863 59,789

10 unchanged sentences

Accumulated other comprehensive income 460 629

Accumulated deficit ( 36,104 ) ( 7,091 )

Accumulated earnings (deficit) 137,113 ( 36,104 )

Noncontrolling interests:

16 unchanged sentences

General and administrative 37,070 43,087 39,152

Casualty and impairment loss — 468 3,055

Real estate impairment loss 34,055 — 468

Lease expense 12,634 12,460 12,872

5 unchanged sentences

Income before income taxes 277,676 50,242 108,954

Income tax (expense) benefit ( 2,903 ) ( 1,139 ) 38,996

Income tax expense ( 17,800 ) ( 2,903 ) ( 1,139 )

Net income 259,876 47,339 107,815

12 unchanged sentences

Comprehensive income 259,697 47,995 107,815

Less comprehensive income attributable to NCI in:

Less comprehensive loss (income) attributable to NCI in:

Operating partnership 10 ( 27 ) —

9 unchanged sentences

Shares Amount Additional

Paid-In Capital Accumulated Other Comprehensive Income Accumulated

Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated

(Deficit) Earnings Operating Partnership Consolidated Subsidiaries Total Equity

6 unchanged sentences

Common shares issued 46,731 1 509 — ( 144 ) — — 366

Repurchase of common shares ( 5,873,923 ) ( 59 ) ( 54,082 ) — — — — ( 54,141 )

Dividends to common shareholders ($ 0.60 per share)

7 unchanged sentences

Net income attributable to common shareholders — — — — 46,170 — — 46,170

Net income attributable to noncontrolling interests — — — — — 4,296 833 5,129

Net income (loss) attributable to noncontrolling interests — — — — — 1,895 ( 726 ) 1,169

Other comprehensive income — — — 629 — 27 — 656

Limited partnership interests:

12 unchanged sentences

Net income (loss) attributable to noncontrolling interests — — — — — 11,899 ( 520 ) 11,379

Other comprehensive income — — — 629 — 27 — 656

Other comprehensive loss — — — ( 169 ) — ( 10 ) — ( 179 )

Limited partnership interests:

25 unchanged sentences

Share-based compensation expense 7,811 10,486 10,819

Casualty and impairment loss — 468 3,055

Real estate impairment loss 34,055 — 468

Gain on extinguishment of debt ( 41,144 ) — —

13 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from borrowings 103,413 117,200 90,250

Proceeds from mortgage loan borrowings 469,704 103,413 117,200

Debt repayments ( 693,891 ) ( 98,334 ) ( 18,192 )

Borrowings under unsecured credit facility 309,000 — —

Dividends paid to common shareholders ( 75,192 ) ( 75,099 ) ( 123,998 )

5 unchanged sentences

Contributions from noncontrolling interests 1,997 1,686 6,241

Cash paid to repurchase shares — — ( 54,141 )

Net cash used in financing activities ( 78,767 ) ( 23,530 ) ( 80,245 )

Net decrease in cash and cash equivalents and restricted cash ( 91,062 ) ( 199,417 ) ( 65,883 )

Net cash provided by (used in) financing activities 161 ( 78,767 ) ( 23,530 )

Net increase (decrease) in cash and cash equivalents and restricted cash 45,474 ( 91,062 ) ( 199,417 )

Cash and cash equivalents and restricted cash at beginning of year 128,774 219,836 419,253

11 unchanged sentences

Forgiveness of mortgage debt

Assumption of debt from the acquisition of real estate

Dividend/distribution declared and paid in subsequent period — — 55,905

RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

31 unchanged sentences

Mortgages payable, net $ 1,578,110 $ 1,691,690

Unsecured credit facility borrowings 153,000 —

Operating lease liabilities 53,863 59,789

12 unchanged sentences

Accumulated other comprehensive income 460 629

Accumulated deficit ( 38,705 ) ( 8,505 )

Accumulated earnings (deficit) 143,157 ( 38,705 )

Total partners’ capital 1,206,045 1,016,200

15 unchanged sentences

General and administrative 37,070 43,087 39,152

Casualty and impairment loss — 468 3,055

Real estate impairment loss 34,055 — 468

Lease expense 12,634 12,460 12,872

5 unchanged sentences

Income before income taxes 277,676 50,242 108,954

Income tax (expense) benefit ( 2,903 ) ( 1,139 ) 38,996

Income tax expense ( 17,800 ) ( 2,903 ) ( 1,139 )

Net income 259,876 47,339 107,815

net (income) loss attributable to NCI in consolidated subsidiaries 726 ( 833 ) ( 1 )

net loss (income) attributable to NCI in consolidated subsidiaries 520 726 ( 833 )

Net income attributable to unitholders $ 260,396 $ 48,065 $ 106,982

15 unchanged sentences

Total Shares General Partner Total Units Limited Partners (1)

Accumulated Other Comprehensive Income Accumulated

Accumulated Other Comprehensive Income (Loss) Accumulated

(Deficit) Earnings NCI in Consolidated Subsidiaries Total Equity

4 unchanged sentences

Equity redemption of OP Units 100,000 840 ( 100,000 ) ( 6,302 ) — — — ( 5,462 )

Repurchase of common shares ( 5,873,923 ) ( 54,141 ) — — — — — ( 54,141 )

Reallocation of noncontrolling interests — 8,206 — ( 2,744 ) — — — 5,462

6 unchanged sentences

Net income attributable to unitholders — — — — — 48,065 — 48,065

Net income attributable to noncontrolling interests — — — — — — 833 833

Net loss attributable to noncontrolling interests — — — — — — ( 726 ) ( 726 )

Other comprehensive income — — — — 629 27 — 656

Common units issued as a result of common shares issued by Urban Edge 60,193 466 300,904 — — ( 84 ) — 382

9 unchanged sentences

Net loss attributable to noncontrolling interests — — — — — — ( 520 ) ( 520 )

Other comprehensive income — — — — 629 27 — 656

Other comprehensive loss — — — — ( 169 ) ( 10 ) — ( 179 )

Common units issued as a result of common shares issued by Urban Edge 139,342 460 1,016,223 — — ( 88 ) — 372

23 unchanged sentences

Share-based compensation expense 7,811 10,486 10,819

Casualty and impairment loss — 468 3,055

Real estate impairment loss 34,055 — 468

Gain on extinguishment of debt ( 41,144 ) — —

13 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from borrowings 103,413 117,200 90,250

Proceeds from mortgage loan borrowings 469,704 103,413 117,200

Debt repayments ( 693,891 ) ( 98,334 ) ( 18,192 )

Borrowings under unsecured credit facility 309,000 — —

Distributions paid to partners ( 78,436 ) ( 78,208 ) ( 128,935 )

4 unchanged sentences

Contributions from noncontrolling interests 1,997 1,686 6,241

Cash paid to repurchase shares — — ( 54,141 )

Net cash used in financing activities ( 78,767 ) ( 23,530 ) ( 80,245 )

Net decrease in cash and cash equivalents and restricted cash ( 91,062 ) ( 199,417 ) ( 65,883 )

Net cash provided by (used in) financing activities 161 ( 78,767 ) ( 23,530 )

Net increase (decrease) in cash and cash equivalents and restricted cash 45,474 ( 91,062 ) ( 199,417 )

Cash and cash equivalents and restricted cash at beginning of year 128,774 219,836 419,253

11 unchanged sentences

Forgiveness of mortgage debt

Assumption of debt from the acquisition of real estate

Dividend/distribution declared and paid in subsequent period — — 55,905

RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

9 unchanged sentences

Urban Edge Properties (“UE”, “Urban Edge” or the “Company”) (NYSE:

UE) is a Maryland real estate investment trust focused on managing, developing, redeveloping, and acquiring retail real estate in urban communities, primarily in the Washington, D.C.

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.

8 unchanged sentences

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, 2022, our portfolio consisted of 69 shopping centers, five malls and two industrial parks totaling approximately 17.2 million sf, which is inclusive of a 95 % controlling interest in Walnut Creek, CA (Mt.

As of December 31, 2023, our portfolio consisted of 71 shopping centers, two outlet centers, two malls and one industrial building totaling approximately 17.1 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.

4 unchanged sentences

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, redevelopment, development and operation of retail shopping centers and malls.

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.

The Company’s chief operating decision maker reviews operating and financial information at the individual operating segment.

The Company’s Chief Operating Decision Maker (“CODM”) reviews operating and financial information at the individual operating segment.

W e aggregate all of our properties into one 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.

2 unchanged sentences

Actual results could differ from those estimates.

The most critical accounting policies, which involve the use of estimates and assumptions as to future uncertainties and, therefore, may result in actual amounts that differ from estimates include revenue recognition and collectibility of receivables, acquisitions of real estate and valuation of real estate.

The most critical accounting policies, which involve the use of estimates and assumptions as to future uncertainties and, therefore, may result in actual amounts that differ from estimates include acquisitions of real estate and valuation of real estate.

For more information on these estimates and policies refer to Part II, Item 7 “Critical Accounting Estimates” of this Annual Report on Form 10-K.

4 unchanged sentences

If the cost of the redeveloped property, including the net book value of the existing property, exceeds the estimated fair value of redeveloped property, the excess is charged to impairment expense.

The capitalization period begins when redevelopment activities are under way and ends when the project is substantially complete and ready for its intended use.

The capitalization period begins when redevelopment activities are under way and

ends when the project is substantially complete and ready for its intended use.

Depreciation is recognized on a straight-line basis over estimated useful lives which range from one to 40 years.

4 unchanged sentences

We amortize identified intangibles that have finite lives over the period they are expected to contribute directly or indirectly to the future cash flows of the property or business acquired.

Our properties and development projects are individually evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Our properties and development projects are individually evaluated for impairment quarterly, and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Such events and changes include macroeconomic conditions, operating performance, and environmental and regulatory changes, which may result in property operational disruption and could indicate that the carrying amount may not be recoverable.

20 unchanged sentences

Deferred Financing Costs — Deferred financing costs and debt issuance costs include fees associated with the issuance of our mortgage loans and our revolving credit agreement.

Such fees are amortized on a straight-line basis over the terms of the related agreements as a component of interest expense, which approximates the effective interest rate method, in accordance with the terms of the agreement.

No amounts were drawn or outstanding under the revolving credit agreement as of December 31, 2022.

Deferred financing costs associated with the revolving credit agreement are included in prepaid expenses and other assets on the

consolidated balance sheets.

terms of the agreement.

Deferred financing costs associated with the revolving credit agreement are included in prepaid expenses and other assets on the consolidated balance sheets.

Deferred financing costs associated with our mortgage loans are included in Mortgages payable, net on the consolidated balance sheets.

6 unchanged sentences

• Other income:

Other income is generated in connection with certain services provided to tenants for which we earn a fee as well as management and development fee income from contractual property management agreements with third parties.

This revenue is recognized as the services are transferred in accordance with ASC 606 Revenue from Contracts with Customers .

1 unchanged sentence

Our tenant leases are dependent on the Company, as lessor, agreeing to provide our tenants with the right to control the use of our real estate assets, as lessees.

Our real estate assets are comprised of retail shopping centers, malls and industrial parks.

Our real estate assets are comprised of retail shopping centers, malls and an industrial building.

Tenants agree to use and control their agreed upon space for their business purposes.

12 unchanged sentences

The Company also has twenty properties in its portfolio either completely or partially on land or in a building that are owned by third parties.

These properties are leased or subleased to us pursuant to ground leases, building leases or easements, with remaining terms ranging from two to 77 years and provide us the right to operate each such property.

These properties are leased or subleased to us pursuant to ground leases, building leases or easements, with remaining terms ranging from one to 76 years and provide us the right to operate each such property.

We also lease or sublease real estate for our two corporate offices with remaining terms of less than one year .

6 unchanged sentences

For finance leases and operating leases, the discount rate applied to measure each ROU asset and lease liability is based on the incremental borrowing rate of the lease due to the rate implicit in the lease not being readily determinable.

The Company initially considers the general economic environment and factors in various financing and asset specific secured borrowings so that the overall incremental borrowing rate is appropriate to the intended use of the lease.

Certain expenses derived from these

leases are variable and are not included in the measurement of the corresponding lease liability and ROU asset, but are recognized in the period in which the obligation for those payments is incurred.

The Company initially considers the general economic environment and factors in various financing and asset specific secured borrowings so

that the overall incremental borrowing rate is appropriate to the intended use of the lease.

Certain expenses derived from these leases are variable and are not included in the measurement of the corresponding lease liability and ROU asset, but are recognized in the period in which the obligation for those payments is incurred.

These variable lease payments consist of payments for real estate taxes and common area maintenance, which is dependent on projects and activities at each individual property under ground or building lease.

1 unchanged sentence

We identify our noncontrolling interests separately within the equity section on the consolidated balance sheets.

Noncontrolling interests in the Operating Partnership include OP units and limited partnership interests in the Operating Partnership in the form of long-term incentive plan (“LTIP”) unit awards classified as equity.

Noncontrolling interests in the Operating Partnership include OP units and limited partnership interests in the Operating Partnership in the form of LTIP unit awards classified as equity.

Variable Interest Entities — Certain entities that do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties, or for which the equity owners as a group lack any one of the following characteristics:

(i) the power, through voting rights or similar rights, to direct the activities of a legal entity that most significantly impact the entity’s economic performance, (ii) the obligation to absorb the expected losses of the legal entity, or (iii) the right to receive the expected residual returns of the legal entity, qualify as VIEs.

(i) the power, through voting rights or similar rights, to direct the activities of a legal entity that most significantly impacts the entity’s economic performance, (ii) the obligation to absorb the expected losses of the legal entity, or (iii) the right to receive the expected residual returns of the legal entity, qualify as VIEs.

VIEs are required to be consolidated by their primary beneficiary.

22 unchanged sentences

Compensation expense for restricted share awards is based on the fair value of our common shares at the date of the grant and is recognized ratably over the vesting period.

For grants with a graded vesting schedule or a cliff vesting schedule, we have

elected to recognize compensation expense on a straight-line basis.

The OPP unrecognized compensation expense is recognized on a straight-line basis over the remaining life of the OPP awards issued.

For grants with a graded vesting schedule or a cliff vesting schedule, we have elected to recognize compensation expense on a straight-line basis.

Share-based compensation expense is included in general and administrative expenses on the consolidated statements of income and comprehensive income.

32 unchanged sentences

A derivative instrument designated as a cash flow hedge is adjusted to fair value on the Company’s consolidated balance sheets.

The change in fair value, net of the amortization of the purchase price of the instrument, is deemed to be the effective portion of change and is recognized in Other Comprehensive Income (“OCI”) in the Company’s consolidated statements of income and comprehensive income, with the amortization of the purchase price included in interest and debt expense.

Cash flows from the derivative are included in the

prepaid expenses and other assets, or accounts payable, accrued expenses and other liabilities line item in the statement of cash flows, depending on whether the hedged item is recognized as an asset or a liability.

amortization of the purchase price included in interest and debt expense.

Cash flows from the derivative are included in the prepaid expenses and other assets, or accounts payable, accrued expenses and other liabilities line item in the statement of cash flows, depending on whether the hedged item is recognized as an asset or a liability.

For further information on the Company’s derivative instruments and hedge designations, refer to Note 9 .

6 unchanged sentences

Deferral of the Sunset Date of Topic 848 , which extended the final sunset date from December 31, 2022 to December 31, 2024.

There were no modifications to our existing debt agreements as a result of reference rate reform in the current year, however, we refinanced two loans in 2022 previously indexed to LIBOR, which are now indexed to SOFR and the Prime Rate.

We plan to transition all variable rate loans currently indexed to LIBOR to SOFR, based on discussions with our lenders.

In April 2020, the FASB issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of COVID-19.

Under existing lease guidance, the Company would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated with the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework).

The Lease Modification Q&A clarifies that entities may elect to not evaluate whether lease-related relief, that lessors provide to mitigate the economic effects of COVID-19 on lessees, is a lease modification under ASC 842.

Instead, when the cash flows resulting from the lease concession granted for COVID-19 rent relief are substantially the same or less than the cash flows of the original contract, an entity may elect to apply the modification guidance (i.e.

assume the relief was always contemplated by the contract or assume the relief was not contemplated by the contract).

The FASB stated that there are multiple ways to account for rent concessions, none of which the FASB believes are more preferable than the others.

Two of those methods are:

(i) account for the concessions as if no changes to the lease contract were made;

under that accounting, a lessor would continue to increase its lease receivable and continue to recognize income, referred to as the “receivable approach”;

or (ii) account for the deferred payments or abatements as variable lease payments;

under that accounting, a lessor would recognize the payment as income in profit or loss in the period in which the changes in facts and circumstances on which the variable lease payments are based occurred, referred to as the “variable approach”.

The Company made the election to account for rent concessions using the receivable approach or variable approach on a disaggregated basis, with such election applied consistently to leases with similar characteristics and similar circumstances.

The Company has granted rent deferrals accounted under both the receivable approach by electing the Lease Modification Q&A and as modifications due to term extensions of the leases.

The Company has also granted abatements accounted for under both the variable approach and as modifications due to the executed agreements including other rental term modifications, such as term extensions and substantial changes in cash flows.

During June 2023, the Company entered into loan amendments to transition its four LIBOR-based loans to the Secured Overnight Rate (“SOFR”).

The amendments went into effect in July 2023 and did not have a material impact on the loans affected.

In August 2023, FASB issued ASU 2023-05 Business Combinations - Joint Venture Formation (Subtopic 805-60):

Recognition and Initial Measurement , which provides an update to the accounting treatment of joint ventures upon formation.

This update requires companies to measure assets and liabilities contributed to joint ventures at fair value at the time of formation and has an effective date of January 1, 2025.

The update is to be applied prospectively, with a retrospective option for previously formed joint ventures and has no current impact on the Company.

In November 2023, FASB issued ASU 2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which provides for additional disclosures as they relate to a Company’s segments.

Additional requirements per the update include disclosures for significant segment expenses, measures of profit or loss used by the CODM and how these measures are used to allocate resources and assess segment performance.

The amendments in this ASU will also apply to entities with a single reportable segment and is effective for all public entities for fiscal years beginning after December 15, 2023.

The Company is evaluating the impact of this update on its disclosures and will apply the required amendments in its December 31, 2024 Annual report on Form 10-K.

In December 2023, FASB issued ASU 2023-09 Income Tax (Topic 740):

Improvements to Income Tax Disclosures which provides for additional disclosures for rate reconciliations, disaggregation of income taxes paid, and other disclosures.

The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2024.

The Company is evaluating the impact of this update and will adopt the amendments in our December 31, 2025 Annual Report on Form 10-K.

Any other recently issued accounting standards or pronouncements not disclosed above have been excluded as they are not relevant to the Company or the Operating Partnership, or they are not expected to have a material impact on our consolidated financial statements.

3 unchanged sentences

(in thousands)

February 24, 2022 40 Carmans Road (2)

October 23, 2023 Shoppers World Framingham MA 752,000 $ 243,587

October 23, 2023 Gateway Center Everett MA 640,000 68,585

June 21, 2023 Sunrise Mall (Ground Lease) (2)

Massapequa NY — 2,071

June 8, 2022 The Shops at Riverwood Hyde Park MA 78,000 33,343

2023 Total $ 314,243

August 10, 2021 601 Murray Road (3)

East Hanover NJ 88,000 $ 18,312

August 19, 2021 151 Ridgedale Avenue (3)

East Hanover NJ 187,000 37,759

December 23, 2021 Woodmore Towne Centre Glenarden MD 712,000 198,055

June 8, 2022 The Shops at Riverwood Hyde Park MA 78,000 $ 33,343

February 24, 2022 40 Carmans Road (3)

Massapequa NY 12,000 4,260

2022 Total $ 37,603

(1) The total purchase price for the properties acquired in the years ended December 31, 2022 and December 31, 2021 include $ 0.6 million and $ 5.2 million, respectively, of transaction costs incurred related to the transactions.

(2) The outparcel is included with Sunrise Mall in our total property count.

(1) The total purchase price for the properties acquired in the years ended December 31, 2023 and December 31, 2022 include $ 3.2 million and $ 0.6 million of transaction costs incurred related to the transactions, respectively.

(2) Pertains to the buyout and termination of a ground lease for certain land parcels at our Sunrise Mall property in which the Company previously held a lessee position.

(3) This outparcel is included with Sunrise Mall in our total property count.

The Company has an 82.5 % controlling interest in the property with the remaining 17.5 % owned by others.

(3) These properties are included with East Hanover Warehouses in our total property count.

During the year ended December 31, 2022, the Company purchased two assets, comprising 90,000 sf, at an aggregate purchase price of $ 37.6 million.

The 12,000 sf outparcel acquired in February 2022, located at 40 Carmans Road, is adjacent to the entrance of our mall in Massapequa, NY.

This acquisition supports the overall plans we currently have under way to redevelop Sunrise Mall.

On June 8, 2022, the Company closed on the acquisition of The Shops at Riverwood, a 78,000 sf grocery-anchored shopping center located in Hyde Park, MA, for a purchase price of $ 33.3 million, including transaction costs.

The center is located in the greater Boston area and is anchored by a grocer and a strong array of national and regional tenants.

During the year ended December 31, 2021, the Company purchased three assets with a total consideration of $ 254.1 million.

The two industrial properties, acquired in August 2021, are adjacent to our existing 943,000 sf warehouse park in East Hanover, NJ.

The acquisition of 151 Ridgedale Avenue was partially funded via a 1031 exchange using cash proceeds from previous dispositions.

In December 2021, the Company closed on the acquisition of Woodmore Towne Centre, a 712,000 sf retail center located in Glenarden, MD, for a purchase price of $ 198.1 million, including transaction costs.

The property sits on 83 acres and includes an additional 22 acres of land adjacent to the main parcel that may be developed for a complementary commercial use in the future.

On October 23, 2023, the Company closed on the acquisition of two properties, Shoppers World and Gateway Center, for a purchase price of $ 312.2 million, including transaction costs.

The two centers comprise 1.4 million sf and are located in the greater Boston area.

The acquisitions were partially funded using proceeds from the disposition of the East Hanover Warehouses portfolio in a forward Section 1031 exchange, with the balance being financed by drawing on the Company’s unsecured line of credit.

We entered into a reverse Section 1031 agreement with third-party intermediaries for the portion financed by the Company’s unsecured line of credit, which, for a maximum of 180 days, allows us to defer, for tax purposes, gains on the sale of other properties identified and sold within the period.

In addition to the VIEs mentioned in Note 3 , pursuant to the exchange agreement, the properties are in possession of an Exchange Accommodation Titleholder (“EAT”) and are classified as VIEs until the earlier of the termination of the agreement or 180 days after the acquisition date.

The EAT is the legal owner of the properties, however, we control the activities that most significantly impact the entities and retain all of the economic benefits and risks associated with the entities.

Therefore, since the title of the properties will be transferred back to the Company and we have determined that we are the primary beneficiary of the VIEs, we have consolidated the VIEs and their operations as of the acquisition date.

The reverse Section 1031 requirements were satisfied with the disposition of Freeport Commons on December 29, 2023 and the exchange agreements were terminated on January 2, 2024.

In connection with the acquisition of Sunrise Mall, located in Massapequa, NY, in December 2020, the Company acquired a lessee position in a ground lease with Arzillo Trust comprising two outparcels of approximately 2.25 acres.

On June 21, 2023, the Company purchased the underlying assets from Arzillo Trust for a purchase price of $ 2.1 million, including transaction costs, which was allocated to land.

As a result of this transaction, the existing ground lease was terminated and the remaining balance of the right-of-use asset of $ 1.0 million was reclassed to land.

On February 24, 2022, the Company acquired a 12,000 sf outparcel, located at 40 Carmans Road, that is adjacent to the entrance of our Sunrise Mall property in Massapequa, NY.

On June 8, 2022, the Company closed on the acquisition of The Shops at Riverwood, a grocery-anchored shopping center located in the greater Boston area.

The aggregate purchase price of the above property acquisitions have been allocated as follows:

1 unchanged sentence

Identified intangible liabilities (1)

Other assets, net Total Purchase Price

Total Purchase Price

(in thousands)

40 Carmans Road $ 1,118 $ 3,142 $ — $ — $ — $ 4,260

The Shops at Riverwood 10,866 19,441 4,024 ( 988 ) — 33,343

Shoppers World $ 42,861 $ 198,317 $ 41,374 $ ( 38,965 ) $ 243,587

Gateway Center 57,546 36,473 25,724 ( 51,158 ) 68,585

Sunrise Mall (Ground Lease) 2,071 — — — 2,071

2023 Total $ 102,478 $ 234,790 $ 67,098 $ ( 90,123 ) $ 314,243

601 Murray Road $ 2,075 $ 14,733 $ 1,722 $ ( 218 ) $ — $ 18,312

151 Ridgedale Avenue 2,990 35,509 — ( 740 ) — 37,759

Woodmore Towne Centre (2)

28,398 144,834 23,128 ( 8,035 ) 9,730 198,055

The Shops at Riverwood 10,866 19,441 4,024 ( 988 ) $ 33,343

40 Carmans Road $ 1,118 $ 3,142 $ — $ — 4,260

2022 Total $ 1,118 $ 3,142 $ — $ — $ 37,603

(1) As of December 31, 2023, the remaining weighted average amortization periods of the identified intangible assets and identified intangible liabilities acquired in 2023 were 5.7 years and 29.8 years, respectively, and the remaining weighted average amortization periods of the identified intangible assets and identified intangible liabilities acquired in 2022 were 8.6 years and 15.3 years, respectively.

(2) The amount allocated to Other assets, net relates to future reimbursements from the county for development work performed by the previous owner and is included in Prepaid expenses and other assets on our consolidated balance sheets.

Subsequent to December 31, 2023, the Company acquired Heritage Square, an unencumbered 87,000 sf shopping center located in Watchung, NJ, for a purchase price of $ 34 million.

The property is anchored by Ulta and two TJX Companies concepts, HomeSense and Sierra Trading, and includes three outparcels with a fourth currently under construction.

The acquisition was funded using cash on hand.

During the year ended December 31, 2023, the Company disposed of two properties and one property parcel comprising 1.5 million sf for an aggregate sales price of $ 318 million.

In connection with the dispositions and the release of escrow funds related to properties that were disposed of in prior periods, the Company recognized a gain on sale of real estate of $ 217.7 million for the year ended December 31, 2023.

On December 29, 2023, the Company completed the sale of Freeport Commons, located in Freeport, NY, for a price of $ 78.5 million.

The $ 43.1 million mortgage loan secured by the property was repaid at closing using proceeds from the sale.

The sale of this property satisfied the remaining requirements of the Section 1031 exchange agreement entered into with the acquisitions of Shoppers World and Gateway Center on October 23, 2023, allowing for the deferral of capital gains from the sale for income tax purposes.

On December 13, 2023, the Company sold a parcel of its Tonnelle Commons property located in North Bergen, NJ for a price of $ 22 million.

The parcel comprised approximately 75,000 sf and included a self-storage facility.

On October 20, 2023, the Company completed the sale of its East Hanover Warehouses portfolio for a price of $ 217.5 million.

The East Hanover Warehouses comprised seven buildings, totaling 1.2 million sf.

The proceeds from the disposition were used to pay off the $ 40.1 million loan secured by the property at closing and to partially fund the purchase of two properties, Shoppers World and Gateway Center, located in the greater Boston area.

In connection with the sale, we entered into a forward Section 1031 exchange agreement with third-party intermediaries which allows us to defer, for tax purposes, the gain on sale of the property until the earlier of the termination of the agreement or 180 days after the date of the disposition.

The forward 1031 requirements were satisfied with the Boston acquisitions on October 23, 2023 and the exchange agreement was terminated.

During the year ended December 31, 2022, no dispositions were completed by the Company.

During the year ended December 31, 2021, we disposed of three properties and one property parcel and received proceeds of $ 34.9 million, net of selling costs, resulting in an $ 18.6 million net gain on sale of real estate.

Of these dispositions completed during the year ended December 31, 2021, two were completed as a 1031 exchange with the acquisition of 151 Ridgedale Avenue, allowing for the deferral of capital gains from the sale for income tax purposes.

During the year ended December 31, 2021 , the Company also sold its lessee position in its ground lease at Vallejo, CA and received proceeds of $ 2.4 million , net of selling costs, and derecognized the ROU asset and corresponding lease liability related to the lease.

We recognized a $ 0.4 million gain on sale of real estate in connection with the release of escrow funds related to properties that were disposed of in prior periods.

Subsequent to December 31, 2023, the Company is under contract to sell its 95,000 sf property located in Hazlet, NJ for a price of $ 8.7 million, and its 127,000 sf industrial property located in Lodi, NJ for a price of $ 29.2 million.

IDENTIFIED INTANGIBLE ASSETS AND LIABILITIES

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Amortization of acquired below-market leases, net of acquired above-market leases resulted in rental income of $ 8.2 million , $ 6.7 million , and $ 55.2 million for the years ended December 31, 2023, 2022 and 2021, respectively.

On September 29, 2021, the Company entered into agreements to terminate certain leases, effective October 15, 2021.

The modification of these leases resulted in accelerated amortization of the below-market intangible lease liabilities of $ 45.9 million which is included in rental revenue for the year ended December 31, 2021.

On September 29, 2021, the Company entered into agreements to terminate certain leases, resulting in accelerated amortization of the related below-market intangible lease liabilities of $ 45.9 million which are included in rental revenue for the year ended December 31, 2021.

The intangibles related to these leases were fully amortized and subsequently written-off in 2021.

Amortization of acquired in-place leases and customer relationships resulted in depreciation and amortization expense of $ 13.5 million , $ 10.9 million , and $ 8.6 million for the years ended December 31, 2023, 2022 and 2021, respectively.

During 2021, we recognized $ 0.4 million of accelerated amortization of the in-place lease intangibles related to the terminations of the leases noted above.

The following table sets forth the estimated annual amortization (expense) and income related to intangible assets and liabilities for the five succeeding years commencing January 1, 2024:

23 unchanged sentences

Total variable rate debt 127,969 159,198

Bergen Town Center 4/8/2023 3.56 % 300,000 300,000

Shops at Bruckner 5/1/2023 3.90 % 9,020 9,698

Hudson Mall 12/1/2023 — % — 21,380

2 unchanged sentences

West End Commons 12/10/2025 3.99 % 24,196 24,658

Las Catalinas Mall 2/1/2026 4.43 % 119,633 123,977

Town Brook Commons 12/1/2026 3.78 % 30,229 30,825

9 unchanged sentences

Kingswood Center (5)

2/6/2028 5.07 % 69,054 69,935

Hackensack Commons 3/1/2028 4.36 % 66,400 66,400

1 unchanged sentence

East Hanover Warehouses (8)

12/1/2028 — % — 40,700

Union (Vauxhall) 12/10/2028 4.01 % 45,202 45,600

The Shops at Riverwood 6/24/2029 4.25 % 21,326 21,466

Shops at Bruckner (6)

7/1/2029 6.00 % 37,817 9,020

Huntington Commons 12/5/2029 6.29 % 43,704 —

Freeport Commons (9)

12/10/2029 — % — 43,100

Bergen Town Center (10)

4/10/2030 6.30 % 290,000 300,000

The Outlets at Montehiedra 6/1/2030 5.00 % 75,590 77,531

3 unchanged sentences

Woodmore Towne Centre 1/6/2032 3.39 % 117,200 117,200

Newington Commons 7/1/2033 6.00 % 15,920 —

Shops at Caguas (7)

8/1/2033 6.60 % 82,000 119,633

Mount Kisco Commons 11/15/2034 6.40 % 11,098 11,760

3 unchanged sentences

Total mortgages payable, net of unamortized debt issuance costs $ 1,578,110 $ 1,691,690

(1) Bears interest at one month LIBOR plus 190 bps.

(2) Bears interest at the Prime Rate plus 50 bps with a minimum rate of 4.25 %.

(1) Bears interest at one month SOFR plus 200 bps.

The variable component of the debt is hedged with an interest rate cap agreement to limit SOFR to a maximum of 3 %.

(4) Bears interest at LIBOR plus 257 bps.

The Company paid off the loan prior to maturity on January 2, 2024.

(2) The Company paid off the loan prior to maturity on June 23, 2023.

The loan had an interest rate of 8.75 % on the payoff date.

(3) Bears interest at one month SOFR plus 226 bps.

The variable component of the debt is hedged with an interest rate cap agreement to limit SOFR to a maximum of 3 %, which expires July 1, 2025.

(4) Bears interest at SOFR plus 257 bps.

The fixed and variable components of the debt are hedged with an interest rate swap agreement, fixing the rate at 3.15 %, which expires at the maturity of the loan.

(5) In April 2023, the Company notified the servicer that the cash flows generated by the property are insufficient to cover the debt service and that it is unwilling to fund the shortfalls.

In May 2023, the mortgage was transferred to special servicing at the Company's request.

(6) On June 23, 2023, the Company refinanced the mortgage on our Shops at Bruckner property with a new 6 -year, $ 38 million loan.

(7) On August 30, 2023, the Company refinanced the mortgage on our Shops at Caguas property with a new 10 -year, $ 82 million loan.

(8) On October 20, 2023, the Company completed the sale of East Hanover Warehouses for $ 217.5 million and used the proceeds to pay off the loan secured by the property at closing.

In connection with the early payment, the Company recognized a $ 0.6 million loss on extinguishment of debt.

(9) On December 29, 2023, the Company completed the sale of Freeport Commons for $ 78.5 million and used the proceeds to pay off the loan secured by the property at closing.

In connection with the early payment, the Company recognized a $ 0.8 million loss on extinguishment of debt.

(10) On April 6, 2023, the Company refinanced the mortgage on the Outlets at Bergen Town Center with a new 7 -year, $ 290 million loan.

The net carrying amount of real estate collateralizing the above indebtedness amounted to approximately $ 1.5 billion as of December 31, 2023.

Our mortgage loans contain covenants that limit our ability to incur additional indebtedness on these properties and in certain circumstances require lender approval of tenant leases and/or yield maintenance upon repayment prior to maturity.

As of December 31, 2022, we were in compliance with all debt covenants.

As of December 31, 2023, we were in compliance with all debt covenants with the exception of those related to our mortgage on Kingswood Center which has been in default since May 2023.

As of December 31, 2023, the principal repayments for the next five years and thereafter are as follows:

13 unchanged sentences

The Agreement contains customary financial covenants including a maximum leverage ratio of 60 % and a minimum fixed charge coverage ratio of 1.5 x.

No amounts were drawn or outstanding under the Agreement as of December 31, 2022 and 2021.

As of December 31, 2022, financing costs associated with executing the Agreement of $ 6.7 million, are included in the prepaid expenses and other assets line item of the consolidated balance sheets, as deferred financing costs, net.

Mortgage on Plaza at Cherry Hill

On June 3, 2022, the Company refinanced the mortgage loan secured by its property, Plaza at Cherry Hill, located in Cherry Hill, NJ, with a new $ 29 million, 3 -year, floating rate mortgage.

The floating rate is calculated as the Prime Rate plus 50 basis points with a floor of 4.25 % and is interest-only for the entire loan term.

Mortgage on Plaza at Woodbridge

On June 8, 2022, the Company refinanced the mortgage loan secured by its property, Plaza at Woodbridge, located in Woodbridge, NJ, and entered into a new 5 -year loan agreement for $ 52.9 million.

The terms of the loan require payment of interest at a floating rate equal to 2.26 % plus one-month SOFR.

Additionally, the agreement with the lender requires the Company to enter into an interest rate cap agreement to limit the maximum SOFR to 3 % if the current rate is greater than 2% for five consecutive business days.

On June 23, 2022, the Company purchased a one -year interest rate cap for $0.3 million which has been designated as a hedging instrument.

Mortgage on The Shops at Riverwood

On June 24, 2022, the Company obtained a 7 -year non-recourse mortgage loan of $ 21.5 million at a fixed interest rate of 4.25 % to partially fund the acquisition of The Shops at Riverwood.

Mortgage on Las Catalinas Mall

In April 2020, we notified the servicer of the $ 129 million non-recourse mortgage loan on Las Catalinas Mall in Puerto Rico that cash flow would be insufficient to service the debt and that we were unwilling to fund the shortfalls.

In December 2020, the non-recourse mortgage loan on Las Catalinas Mall was modified to convert the mortgage from an amortizing 4.43 % loan to interest only payments, starting at 3.00 % in 2021 and increasing 50 basis points annually until returning to 4.43 % in 2024 and thereafter.

The terms of the modification enable the Company, at its option, to repay the loan at a discounted value of $ 72.5 million, beginning in August 2023 through the extended maturity date of February 2026.

While it is possible we will be able to repay the loan at the discounted value in the future, it is contingent upon certain factors including the future operating performance of the property as well as the ability to meet all required payments on the loan.

Therefore, in accordance with ASC 470-60 Troubled Debt Restructurings , the Company did not recognize a gain at the time of the restructuring, as the future cash payments, including contingent payments, are greater than the carrying value of the mortgage payable.

We have accrued interest of $ 5.4 million related to this mortgage, which is included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheets as of December 31, 2022.

We incurred $ 1.2 million of lender fees in connection with the loan modification which are treated as a reduction of the mortgage payable balance and amortized over the term of the loan in accordance with the provisions under ASC 470-60.

During the year ended December 31, 2023, the Company obtained five letters of credit issued under the Agreement, aggregating $ 30.1 million.

The letters of credit that were issued were provided to mortgage lenders to secure the Company’s obligations in relation to certain reserves and capital requirements per the respective loan agreements.

On October 23, 2023, the Company used its line of credit to partially finance the acquisition of two properties located in the greater Boston area.

As of December 31, 2023, there was $ 153 million drawn under the Agreement related to these acquisitions with an available remaining balance of $ 616.9 million under the facility.

The letters of credit issued under the Agreement have reduced the amount available under the facility but remain undrawn and no separate liability has been recorded in association with them.

Financing costs associated with executing the Agreement of $ 5.1 million and $ 6.7 million as of December 31, 2023 and 2022, respectively, are included in the prepaid expenses and other assets line item of the consolidated balance sheets, as deferred financing costs, net.

Financing Activity

On November 20, 2023, the Company obtained a 6 -year, $ 43.7 million non-recourse mortgage secured by its property Huntington Commons, located in Huntington, NY.

The loan bears interest at a fixed rate of 6.29 %.

In connection with the financing, the Company obtained a letter of credit issued under our Revolving Credit Agreement for $ 3.8 million to serve as collateral to secure the Company’s obligation to the lender in relation to certain reserves and capital expenditures required per the loan agreement.

As of December 31, 2023 the letter of credit remains undrawn and we have not recorded any liabilities associated with it.

On June 7, 2023, the Company obtained a 10 -year, $ 16 million non-recourse mortgage secured by its property Newington Commons, located in Newington, CT.

The loan bears interest at a fixed rate of 6.0 %.

Refinancing Activity

In April 2020, we notified the servicer of the $ 129 million non-recourse mortgage loan on Shops at Caguas in Puerto Rico that cash flow would be insufficient to service the debt and that we were unwilling to fund the shortfalls.

In December 2020, the non-recourse mortgage loan was modified to convert the mortgage from an amortizing 4.43 % loan to interest only payments, starting at 3.00 % in 2021 and increasing 50 basis points annually until returning to 4.43 % in 2024 and thereafter.

The terms of the modification enabled the Company, at its option, to repay the loan at a discounted value of $ 72.5 million, beginning in August 2023 through the extended maturity date of February 2026.

On August 30, 2023, the Company refinanced the mortgage secured by its property, Shops at Caguas, with a new 10 -year, $ 82 million loan bearing interest at a fixed rate of 6.6 %.

The proceeds from the new loan were used to pay off the Company’s previous mortgage on the property.

As a result of exercising the discounted payoff option, the Company recognized a gain on extinguishment of debt of $ 43 million for the year ended December 31, 2023.

In connection with the refinancing, the Company incurred $ 1.0 million of financing costs which are amortized over the term of the loan and are included in the mortgages payable line item on the consolidated balance sheets as of December 31, 2023.

On June 23, 2023, the Company refinanced the mortgage secured by its property, the Shops at Bruckner, with a new 6 -year, $ 38 million loan bearing interest at a fixed rate of 6.0 %.

The proceeds from the new loan were used to pay off the Company’s previous mortgage on the property which had an outstanding balance of approximately $ 8.7 million.

In connection with the refinancing, the Company obtained a letter of credit issued under our Revolving Credit Agreement for $ 9.8 million to serve as collateral to secure the Company’s obligation to the lender in relation to certain reserves and capital expenditures required per the loan agreement.

As of December 31, 2023 the letter of credit remains undrawn and we have not recorded any liabilities associated with it.

On April 6, 2023, the Company refinanced the mortgage loan secured by Bergen Town Center with a 7 -year, $ 290 million loan at a fixed interest rate of 6.3 %.

The proceeds from the loan were used to pay down the Company’s previous mortgage on the property, which had an outstanding balance of $ 300 million, with the remainder paid using cash on hand.

In connection with the refinancing, the Company obtained two letters of credit issued under our Revolving Credit Agreement aggregating $ 14.5 million to serve as collateral to secure the Company’s obligation to the lender in relation to certain leasing and capital expenditure reserves required per the loan agreement.

As of December 31, 2023 the letters of credit remain undrawn and we have not recorded any liabilities associated with them.

Mortgage Repayments

On December 29, 2023, the Company completed the sale of Freeport Commons, located in Freeport, NY, for a price of $ 78.5 million and repaid the $ 43.1 million mortgage loan secured by the property at closing.

As a result of the early payoff, the Company recognized a $ 0.8 million loss on extinguishment of debt for the year ended December 31, 2023.

On November 29, 2023, the Company paid off the $ 20.6 million mortgage secured by its property, Hudson Mall, which was due to mature on December 1, 2023 and had a fixed interest rate of 5.07 %.

On October 20, 2023, the Company completed the sale of the East Hanover Warehouses portfolio for a sales price of $ 217.5 million and repaid the $ 40.1 million mortgage loan secured by the property at closing.

As a result of the early payoff, the Company recognized a $ 0.6 million loss on extinguishment of debt for the year ended December 31, 2023.

On June 23, 2023, the Company paid off the outstanding principal balance of the mortgage loan secured by its property, the Plaza at Cherry Hill, using proceeds from the refinancing of the Shops at Bruckner mortgage.

Prior to the payoff, the $ 29 million loan had an interest rate of 8.75 % and a maturity date of June 15, 2025.

On January 2, 2024, the Company paid off three variable rate mortgage loans aggregating $ 75.7 million which were due to mature in the fourth quarter of 2024.

The loans were secured by Hudson Commons, Greenbrook Commons, and Gun Hill Commons, and had interest rates of 7.34 % on the payoff date.

Mortgage on Kingswood Center

In March 2023, an office tenant representing 50,000 sf (approximately 40 % of the total gross leasable area) informed us that they intended to vacate in 2024, and a tenant representing 17,000 sf terminated their lease early effective April 17, 2023.

As a result of these events, the Company notified the servicer that the projected cash flows generated by the property will be insufficient to cover debt service and that we were unwilling to fund the shortfalls.

In May 2023, the loan was transferred to special servicing at the Company’s request, and per the terms of the loan agreement, we began to accrue default interest at a rate of 5 % on the outstanding principal balance.

As of December 31, 2023, the loan is in the foreclosure process and the Company has accrued default interest of $ 2.4 million which is included in the accounts payable, accrued expenses and other liabilities line item of the consolidated balance sheets.

Mortgage on The Outlets at Montehiedra

10 unchanged sentences

The Company satisfied its REIT distribution requiremen t by distributing $ 0.64 , $ 0.64 and $ 0.60 per common share in 2023, 2022 and 2021, respectively.

The distributions comprised a regular quarterly cash dividend of $ 0.16 and $ 0.15 per common share declared for each quarter of 2022 and 2021, respectively.

During the year ended December 31, 2020, the Company declared a regular cash dividend of $ 0.22 per common share for the first quarter of 2020 and a special cash dividend of $ 0.46 per common share in December 2020.

The distributions comprised a regular quarterly cash dividend of $ 0.16 per common share declared for each quarter of 2023 and 2022, respectively, as well as a regular quarterly cash dividend of $ 0.15 per common share declared for each quarter of 2021.

The taxability of such dividends for the years ended December 31, 2023, 2022 and 2021 are as follows:

2 unchanged sentences

Dividend paid per share $ 0.64 $ 0.64 $ 0.60

$ 0.64 $ 0.60 $ 0.68

Ordinary income 88 % 100 % 100 %

1 unchanged sentence

Capital gains 12 % — % — %

(1) The special cash dividend of $ 0.46 per common share declared in December 2020, and paid in January 2021, was fully allocable to the 2020 tax year.

federal income tax purposes, the REIT and other minority members are partners in the Operating Partnership.

5 unchanged sentences

In addition, the REIT is subject to a 10 % branch profits tax on the earnings and profits generated from its allocable share of the Company’s Puerto Rico operating activities and such tax is included in income tax expense in the consolidated statements of income and comprehensive income.

As a result of The Outlets at Montehiedra mortgage refinancing and the Las Catalinas Mall troubled debt restructuring that occurred during the year ended December 31, 2020, the Company recognized a gain on extinguishment of debt for U.S.

federal income tax purposes and implemented various tax planning strategies to limit its impact on the Company’s overall U.S.

federal taxable income.

The strategies implemented resulted in the recognition of a state and local income tax liability and corresponding deferred tax asset for the REIT of $ 4.5 million during the year ended December 31, 2020.

During the year ended December 31, 2021, based on the filing of the 2020 state and local income tax returns, this amount was reduced by $ 1.2 million due to the final taxable amount being lower than what was originally estimated.

During the year ended December 31, 2022, no state and local income tax was recognized as a result of the transactions.

On August 30, 2023, the Company completed a mortgage refinancing at its mall in Puerto Rico, the Shops at Caguas.

As a result of the refinancing and the cancellation of indebtedness for tax purposes, the Company recognized a Puerto Rico income tax expense of $ 16.3 million, consisting of a current tax liability of $ 4.7 million and a deferred tax expense of $ 11.6 million.

The deferred tax expense is attributable to a write-down of our Puerto Rico tax basis in the Shops at Caguas for a portion of the debt forgiven.

Refer to Note 6 to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further information on the Shops at Caguas refinancing.

A reduction of the carrying amounts of deferred tax assets by a valuation allowance is required if, based on the evidence available, it is more likely than not (a likelihood of more than 50 percent) that some portion or all of the deferred tax assets will not be realized.

5 unchanged sentences

During the years ended December 31, 2023 and 2022, income before income taxes from the Company’s operating activities in the United States was $ 226.4 million and $ 41.2 million, respectively, and in Puerto Rico was $ 51.2 million and $ 9.1 million, respectively.

For the year ended December 31, 2022, the Puerto Rico income tax expense was $ 2.9 million, as compared to a Puerto Rico income tax expense of $ 2.4 million and a REIT state and local income tax benefit of $ 1.2 million for the year ended December 31, 2021.

For the year ended December 31, 2023, the Puerto Rico income tax expense was $ 18.5 million, as compared to a Puerto Rico income tax expense of $ 2.9 million for the year ended December 31, 2022 due to the gain previously noted on the mortgage refinancing at the Shops at Caguas.

The Company recognized a $ 0.7 million state and local income tax benefit for the year ended December 31, 2023 related to an income tax refund from a prior period.

Income taxes are accounted for under the asset and liability method.

11 unchanged sentences

Total deferred 13,717 2,804 2,257

Total income tax expense (benefit) $ 2,903 $ 1,139 $ ( 38,996 )

Total income tax expense $ 17,800 $ 2,903 $ 1,139

Provision for income taxes differs from the amounts computed by applying the statutory federal income tax rate to consolidated net income before income taxes as follows:

7 unchanged sentences

Change in valuation allowance — — ( 1,453 )

Total income tax expense (benefit) $ 2,903 $ 1,139 $ ( 38,996 )

Total income tax expense $ 17,800 $ 2,903 $ 1,139

(1) Federal statutory tax rate of 21% for the years ended December 31, 2023, 2022 and 2021.

7 unchanged sentences

Net operating loss 7 1,451

Valuation allowance — ( 3,061 )

Total deferred tax assets 22,162 40,037

31 unchanged sentences

As of December 31, 2023, the Company had twenty properties in its portfolio either completely or partially on land or in a building owned by third parties.

We also lease or sublease real estate for our two corporate offices with remaining terms of less than one year .

1 unchanged sentence

As a result of the reassessment, the Company recorded an additional $ 1.1 million of operating lease ROU asset and corresponding lease liability related to the ground lease.

On December 31, 2020, the Company recognized $ 5.7 million of operating lease ROU assets and $ 0.7 million of corresponding operating lease liabilities in connection with the Company’s acquisition of Sunrise Mall, which included the acquisition of the lessee positions of ground leases.

The components of lease expense for the years ended December 31, 2023, 2022 and 2021 were as follows:

48 unchanged sentences

In accordance with the fair value hierarchy established by ASC 820, these financial instruments have been classified as Level 2 as quoted market prices are not readily available for valuing the assets.

The table below summarizes the recorded amount of assets and liabilities measured at fair value on a recurring basis as of December 31, 2022:

The tables below summarize the recorded amount of assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and 2022:

As of December 31, 2023

2 unchanged sentences

$ — $ 2,515 $ — $ 2,515

As of December 31, 2022

Level 1 Level 2 Level 3 Total

Interest rate cap and swap (1)

$ — $ 1,976 $ — $ 1,976

(1) Included in Prepaid expenses and other assets on the consolidated balance sheets.

There were no financial assets or liabilities measured at fair value on a recurring basis as of December 31, 2021.

Derivatives and Hedging

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Derivatives that are not designated as hedges are adjusted to fair value through earnings.

As of December 31, 2023, the Company was a counterparty to two interest rate derivative agreements which have been designated as cash flow hedges.

On June 23, 2022, in conjunction with the refinancing of the mortgage loan encumbering our property Plaza at Woodbridge, we entered into an interest rate cap agreement (the “Cap Agreement”) with a third party to limit the maximum SOFR of our floating rate debt to 3%.

On the date of the Cap Agreement, we elected to designate cash flow hedge accounting for this derivative instrument.

The table below summarizes our derivative instruments, which are used to hedge the corresponding variable rate debt, as of December 31, 2022:

(Amounts in thousands)

On June 23, 2022, in conjunction with the refinancing of one of our variable rate loans, we entered into a one -year interest rate cap agreement (the “Cap Agreement”) with a third party to limit the maximum SOFR of our floating rate debt to 3 %.

purchase price of the interest rate cap was approximately $ 0.3 million and is included in the prepaid expenses and other assets line item of the consolidated balance sheet as of December 31, 2022.

In May 2023, the Company entered into a new two -year interest rate cap agreement for a purchase price of $ 1.1 million, to replace the previous interest rate cap agreement which expired on July 1, 2023.

The new cap went into effect July 3, 2023, and expires on July 1, 2025, and is included in the prepaid expenses and other assets line item of the consolidated balance sheets.

On the date of the respective Cap Agreements, the Company elected to designate cash flow hedge accounting for each of these derivative instruments.

The tables below summarize our derivative instruments, which are used to hedge the corresponding variable rate debt, as of December 31, 2023 and 2022:

(Amounts in thousands) As of December 31, 2023

Hedged Instrument Fair Value Notional Amount Spread Interest Rate Effective Interest Rate Expiration

Plaza at Woodbridge interest rate cap $ 1,259 $ 52,278 SOFR + 2.26 %

7.49 % 5.26 % 7/1/2025

Montclair interest rate swap $ 1,256 $ 7,250 SOFR + 2.57 %

7.76 % 3.15 % 8/15/2030

As of December 31, 2022

Hedged Instrument Fair Value Notional Amount Spread Interest Rate Effective Interest Rate Expiration

Plaza at Woodbridge interest rate cap $ 509 $ 52,947 SOFR + 2.26 %

6.27 % 5.26 % 7/1/2023

Montclair interest rate swap $ 1,467 $ 7,250 LIBOR + 2.57 %

6.89 % 3.15 % 8/15/2030

The table below summarizes the effect of our derivative instruments on our consolidated statements of income and comprehensive income for the years ended December 31, 2023 and 2022:

Unrealized Gain Recognized in OCI on Derivatives

(Amounts in thousands) Years ended December 31,

(Amounts in thousands) Unrealized Gain Recognized in OCI on Derivatives

Years ended December 31,

Hedged Instrument 2023 2022

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$ 1,590,735 $ 1,489,601 $ 1,699,491 $ 1,542,869

(1) Carrying amounts exclude unamortized debt issuance costs of $ 7.8 million and $ 8.2 million as of December 31, 2022 and December 31, 2021, respectively.

Unsecured credit facility 153,000 145,882 — —

(1) Carrying amounts exclude unamortized debt issuance costs of $ 12.6 million and $ 7.8 million as of December 31, 2023 and 2022, respectively.

Nonfinancial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

We assess the carrying value of our properties for impairment, when events or changes in circumstances indicate that the carrying value may not be recoverable.

We assess the carrying value of our properties for impairment quarterly, and when events or changes in circumstances indicate that the carrying value may not be recoverable.

During the first quarter of 2023, the Company recognized an impairment charge of $ 34.1 million on our property, Kingswood Center.

The property, an office and retail center comprising 129,000 sf, was acquired in February 2020 and is located in Brooklyn, NY.

In March of 2023, an office tenant representing 50,000 sf informed us that they intended to vacate in 2024, and a tenant representing 17,000 sf terminated their lease early effective April 17, 2023.

As a result of these events and the uncertainty of the office market, we determined that the undiscounted future cash flows and future terminal value were less than the carrying value of the property.

The impairment charge of $ 34.1 million was calculated as the difference between the asset’s individual carrying value and the estimated fair value of $ 49 million less estimated selling costs, which was based on the discounted future cash flows and future terminal value.

The discounted cash flows and terminal value utilized a discount rate of 8 % and capitalization rates of 6 % for retail and 7 % for office, which were corroborated by third-party valuations and market data.

The impairment charge is recorded within the real estate impairment loss line item on our consolidated statements of income and comprehensive income.

There were no impairment charges recognized during the year ended December 31, 2022.

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The aggregated fair values of $ 7.9 million were based on sale agreements under negotiation with third-party buyers.

During the year ended December 31, 2020, the Company recognized an impairment charge of $ 3.1 million on a parcel of our property in Lodi, NJ, which was sold on January 8, 2021 .

Prior to the sale of the parcel, the carrying value of this property exceeded its estimated fair value less costs to sell of $ 7.2 million .

The fair value of the parcel was based on a sale agreement under negotiation with a third-party buyer.

The Company believes the inputs utilized to measure these fair values were reasonable in the context of applicable market conditions, however due to the significance of the unobservable inputs in the overall fair value measures, including market conditions and expectations for growth, the Company determined that such fair value measurements are classified as Level 3.

Aggregate impairment charges of $ 0.5 million and $ 3.1 million, respectively, are included as an expense within casualty and impairment loss on our consolidated statements of income and comprehensive income for the years ended December 31, 2021 and 2020.

Aggregate impairment charges of $ 34.1 million and $ 0.5 million are included as an expense within real estate impairment loss on our consolidated statements of income and comprehensive income for the years ended December 31, 2023 and 2021, respectively.

COMMITMENTS AND CONTINGENCIES

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While we are unable to predict with certainty the outcome of any particular matter, management does not currently expect, when such matters are resolved, that our resulting exposure to loss contingencies, if any, will have a material adverse effect on our results of operations or consolidated financial position.

During the fourth quarter of 2023, the Company settled an ongoing litigation matter pursuant to which it received a $ 10 million settlement payment related to unpaid rental income during the period of March 2020 through March 2021.

The terms of the settlement are subject to a confidentiality agreement.

Redevelopment and Anchor Repositioning

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The Company maintains numerous insurance policies including for general liability, property, pollution, acts of terrorism, trustees’ and officers’, cyber, workers’ compensation and automobile-related liabilities.

However, all such policies are subject to terms, conditions, exclusions, deductibles and sub-limits, amount other limiting factors.

However, all such policies are subject to terms, conditions, exclusions, deductibles and sub-limits, among other limiting factors.

For example, the Company’s terrorism insurance excludes coverage for nuclear, biological, chemical or radiological terrorism events as defined by the Terrorism Risk Insurance Program Reauthorization Act.

The Company’s primary and excess insurance policies providing coverage for pollution related losses have an aggregate limit of $ 50 million and provide remediation and business interruption coverage for pollution incidents, which pursuant to our policies expressly include the presence and dispersal of viruses.

On December 23, 2020, the Company initiated litigation in New Jersey state court, Bergen County, under these policies to recover uncollected rents and other amounts resulting from the COVID-19 virus.

Insurance premiums are typically charged directly to each of the properties but not all of the cost of such premiums are recovered.

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We continue to monitor the state of the insurance market and the scope and costs of available coverage.

We cannot anticipate what coverage will be available on commercially reasonable terms in the future and expect premiums across most coverage lines to increase in light of recent events.

Certain insurance premiums have increased significantly and may continue to do so in the future.

We cannot anticipate what coverage will be available on commercially reasonable terms and expect premiums across most coverage lines to continue to increase in light of recent events including hurricanes and flooding in our core markets.

The incurrence of uninsured losses, costs or uncovered premiums could materially and adversely affect our business, results of operations and consolidated financial position.

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We monitor the operating performance and rent collections of all tenants in our shopping centers, especially those tenants in arrears or operating retail formats that are experiencing significant changes in competition, business practice, or store closings in other locations.

As of December 31, 2022, we have not experienced any material adverse effects from tenant bankruptcies.

On January 17, 2023, Party City filed for Chapter 11 bankruptcy protection.

The Company has three leases with Party City comprising approximately 35,000 sf, which generate $1.1 million in annual rental revenue.

One of these leases, which generates $0.4 million in annual rental revenue, is a franchise and is not impacted by the bankruptcy filing.

Additionally, according to public reports, Bed Bath & Beyond is at risk of filing for bankruptcy and has seven leases with us, including wholly-owned store concepts buybuy Baby and Harmon Face Values.

These leases generate $4.6 million in annual rental revenue.

At this time we have not experienced any material adverse effects from either tenant but may in the future.

On April 23, 2023, Bed Bath & Beyond filed for Chapter 11 bankruptcy protection.

Bed Bath & Beyond had a total of six leases with us, including those with wholly-owned store concepts buybuy Baby and Harmon Face Values.

Our three leases with Harmon Face Values, totaling 18,000 sf and which generated $ 0.5 million in annual rental revenue, were rejected effective April 2023 and the tenant has vacated the premises at all three locations.

On July 19, 2023, an auction was held for the remaining three leases with Bed Bath & Beyond, resulting in the rejection of two of the leases which generated $ 2.5 million in annual rental revenue.

The third lease, which generates $ 0.6 million in annual rental revenue, was bid on and assumed by a new operator who will continue to operate the store as a buybuy Baby.

Letters of Credit

As of December 31, 2023, the Company had five letters of credit issued under our Revolving Credit Agreement aggregating $ 30.1 million.

These letters were provided to mortgage lenders to secure the Company’s obligations for certain capital requirements per the respective mortgage agreements.

If a lender were to draw on a letter of credit, the Company would have the option to pay the capital commitment directly to the lender or to record the draw as a liability on its unsecured line of credit, bearing interest at SOFR plus an applicable margin per the Revolving Credit Agreement.

As of December 31, 2023, the letters remain undrawn and there is no separate liability recorded in connection with their issuance.

PREPAID EXPENSES AND OTHER ASSETS

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Concurrently with the Equity Distribution Agreement, the Company entered into separate master forward confirmations (collectively, the “Master Confirmations”) with each of the forward purchasers.

Sales under the ATM Program may be made from time to time, as needed, by means of ordinary brokers’ transactions or other transactions that are deemed to be “at the market” offerings, in privately negotiated transactions, which may include block trades, or as otherwise agreed with the sales agents.

Sales under the ATM Program may be made from time to time, as needed, by means of ordinary brokers’ transactions or other transactions that are deemed to

be “at the market” offerings, in privately negotiated transactions, which may include block trades, or as otherwise agreed with the sales agents.

The ATM Program replaces the Company’s previous at-the-market program established on June 7, 2021.

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The Company has no obligation to sell any shares under the ATM Program.

On January 2, 2024, the Company issued 73,550 common shares at a weighted average price of $ 18.30 per share under its ATM Program, generating net cash proceeds of $ 1.3 million.

Share Repurchase Program

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The share repurchase program does not obligate the Company to acquire any particular amount of common shares and may be suspended or discontinued at any time at the Company’s discretion.

During the years ended December 31, 2022 and December 31, 2021, no shares were repurchased by the Company.

As of December 31, 2022, the Company has repurchased 5.9 million common shares at a weighted average share price of $ 9.22 , for a total of $ 54.1 million.

All share repurchases by the Company were completed between March and April of 2020.

There is approximately $145.9 million remaining for share repurchases under this program.

During the years ended December 31, 2023 and 2022, no shares were repurchased by the Company.

All share repurchases by the Company were completed between March and April of 2020, and aggregated 5.9 million common shares at a weighted average share price of $ 9.22 , for a total of $ 54.1 million.

As of December 31, 2023 there was approximately $ 145.9 million remaining for share repurchases under this program.

Units of the Operating Partnership

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Dividends and Distributions

During the years ended December 31, 2022 and 2021, the Company declared distributions on our common shares and OP units of $ 0.64 and $ 0.60 per share/unit, respectively.

This comprised regular quarterly dividends of $ 0.16 and $0.15 per common share and OP unit declared for each quarter in 2022 and 2021, respectively.

During the year ended December 31, 2020 the Company declared distributions on our common shares and OP units of 0.68 per share/unit in the aggregate, which comprised a regular quarterly dividend of $0.22 per common share and OP unit declared for the first quarter of 2020 and a special cash dividend of $ 0.46 per common share and OP unit declared in December 2020 and paid on January 19, 2021.

As a result of COVID-19 and the uncertainties it generated, the Company temporarily suspended quarterly dividend distributions for the second and third quarters of 2020.

During the years ended December 31, 2023 and 2022, the Company declared distributions on our common shares and OP units of $ 0.64 per share/unit.

This comprised regular quarterly dividends of $ 0.16 per common share and OP unit declared for each quarter in 2023 and 2022.

During the year ended December 31, 2021 the Company declared distributions on our common shares and OP units of $ 0.60 per share/unit.

This comprised regular quarterly dividends of $ 0.15 per common share and OP unit declared for each quarter in 2021.

We have a Dividend Reinvestment Plan (the “DRIP”), whereby shareholders may use their dividends to purchase shares.

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The total of the OP units and LTIP units represent a 4.3 % weighted-average interest in the Operating Partnership for the year ended December 31, 2023.

Holders of outstanding vested LTIP units may, from and after two years from the date of issuance, redeem their LTIP units for cash, or for the Company’s common shares on a one -for-one basis, solely at our election.

Holders of outstanding vested LTIP units may, from and after two years from the date of issuance,

redeem their LTIP units for cash, or for the Company’s common shares on a one -for-one basis, solely at our election.

Holders of outstanding OP units may redeem their units for cash or the Company’s common shares on a one -for-one basis, solely at our election.

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Omnibus Share Plan

On January 7, 2015 our board and initial shareholder approved the Urban Edge Properties Omnibus Share Plan (the “Omnibus Share Plan”), under which awards may be granted up to a maximum of 15,000,000 of our common shares or share equivalents.

On January 7, 2015, our board and initial shareholders approved the Urban Edge Properties Omnibus Share Plan (the “Omnibus Share Plan”), under which awards may be granted up to a maximum of 15,000,000 of our common shares or share equivalents.

Pursuant to the Omnibus Share Plan, stock options, LTIP units, operating partnership units and restricted shares were granted.

Long-Term Incentive Plans

On February 24, 2017, the Company established the 2017 Outperformance Plan (“2017 OPP”) under the Omnibus Share Plan, a multi-year, performance-based equity compensation plan under which participants, including our Chairman and Chief Executive Officer, have the opportunity to earn awards in the form of LTIP units if, and only if, we achieve predetermined total shareholder return (“TSR”) thresholds and/or the TSRs of certain peer companies over the three-year period beginning on the date the plan was established.

The fair value of the 2017 OPP on the date of grant was $ 4.1 million.

On February 22, 2018, the Company established the 2018 Long-Term Incentive Plan (“2018 LTI Plan”) under the Omnibus Share Plan.

The plan is a multi-year, equity compensation program under which participants, including our Chairman and Chief Executive Officer, have the opportunity to earn awards in the form of LTIP units that vest based on the passage of time and performance goals tied to our relative and absolute TSR.

Equity awards granted under the 2018 LTI Plan are weighted, in terms of grant date and fair value, 80 % performance-based and 20 % time-based.

The fair value of the 2018 LTI Plan on the date of grant was $ 3.6 million

On April 4, 2019, the Company established the 2019 Long-Term Incentive Plan (“2019 LTI Plan”) under the Omnibus Share Plan.

The plan is a multi-year, equity compensation program under which participants, including our Chairman and Chief Executive Officer, have the opportunity to earn awards in the form of LTIP units that vest based on the passage of time (one-third of the program) and performance goals tied to our relative and absolute TSR during the three-year performance period following their grant (two-thirds of the program).

The fair value of the 2019 LTI Plan on the date of grant was $6.3 million.

In the years ending December 31, 2022, 2021, and 2020 we recognized $ 0.9 million, $ 2.1 million and $ 3.5 million, respectively, of compensation expense related to the 2017 OPP, 2018 LTI Plan and 2019 LTI Plan.

The compensation expense incurred during the year ended December 31, 2020, included $ 0.2 million related to the 2015 OPP Plan which expired in February 2020.

As of December 31, 2022, there was less than $ 0.1 million unrecognized compensation cost related to the 2018 LTI Plan.

2018 Inducement Equity Plan

On September 26, 2018, the Company established an equity incentive plan to induce certain executives to join the Company (the “Inducement Plan”).

Under the Inducement Plan, the Compensation Committee of the Board of Trustees may grant, subject to any Company performance conditions as specified by the Compensation Committee, awards to individuals who were not previously employees as an inducement material to the individual’s entry into employment with the Company.

The terms and conditions of the Inducement Plan and any awards thereunder granted are substantially similar to those under the 2015 Omnibus Share Plan.

The Company has granted an aggregate of 352,890 restricted LTIP Units and 2,000,000 stock options under the Inducement Plan with grant date fair values of $ 7.2 million and $ 9.3 million, respectively.

As of December 31, 2022, there were no outstanding unvested LTIP units or stock options related to this plan.

2021 Long-Term Incentive Plan

On February 10, 2021, the Company established the 2021 Long-Term Incentive Plan (“2021 LTI Plan”) under the Omnibus Share Plan.

The plan is a multi-year, equity compensation program under which participants, including our Chairman and Chief Executive Officer, have the opportunity to earn awards in the form of LTIP units that vest based on the passage of time (one-third of the program) and performance goals tied to our relative and absolute TSR during the three-year performance period following their grant (two-thirds of the program).

The total grant date fair value under the 2020 LTI Plan was $ 8.8 million comprising performance-based and time-based awards.

The plan is a multi-year, equity compensation program under which participants, including our Chairman and Chief Executive Officer, have the opportunity to earn awards in the form of LTIP units that vest based on the passage of time (one-half of the program) and performance goals tied to our relative and absolute TSR during the three-year Performance Period following their grant (one-half of the program).

The total grant date fair value under the 2021 LTI Plan was $ 7.8 million, comprising both performance-based and time-based awards.

Performance-based awards

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Assumptions include historical volatility ( 49.9 %), risk-free interest rates ( 0.2 %), and historical daily return as compared to certain peer companies.

Under the Absolute TSR component, 40 % of the LTIP Units will be earned if the Company’s TSR over the Performance Period is equal to 18 %, 100 % of the LTIP Units will be earned if the Company’s TSR over the Performance Period is equal to 27 %, and 165 % of the LTIP Units will be earned if the Company’s TSR over the Performance Period is equal to or greater than 36 %.

Under the Absolute TSR component, 40 % of the LTIP units will be earned if the Company’s TSR over the Performance Period is equal to 18 %, 100 % will be earned if the Company’s TSR over the Performance Period is equal to 27 %, and 165 % will be earned if the Company’s TSR over the Performance Period is equal to or greater than 36 %.

The Relative TSR component is based on the Company’s performance compared to a peer group comprised of 13 companies.

Performance Period is equal to the 55 th percentile of the peer group, and 165 % of the LTIP Units will be earned if the Company’s TSR over the Performance Period is equal to or above the 75 th percentile of the peer group, with earning determined using linear interpolation if in between such relative and absolute TSR thresholds.

Under the Relative TSR Component, 40 % of the LTIP units will be earned if the Company’s TSR over the Performance Period is equal to the 35 th percentile of the peer group, 100 % will be earned if the Company’s TSR over the Performance Period is equal to the 55 th percentile, and 165 % will be earned if the Company’s TSR over the Performance Period is equal to or above the 75 th percentile, with earning determined using linear interpolation if in between such relative and absolute TSR thresholds.

During the years ended December 31, 2023, 2022, and 2021, respectively, we recognized $ 0.7 million, $ 0.9 million and $ 1.0 million of compensation expense related to the performance-based awards under the 2021 LTI Plan.

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The time-based awards granted under the 2021 LTI Plan, also granted in the form of LTIP units, vest ratably over three years except in the case of our Chairman and Chief Executive Officer, where the vesting is ratably over four years .

The Company granted time-based awards under the 2020 LTI Plan that represent 169,004 LTIP units with a grant date fair value of $ 2.9 million.

As of December 31, 2023, the Company granted time-based awards under the 2021 LTI Plan that represent 273,615 LTIP units with a grant date fair value of $ 3.9 million.

During the years ended December 31, 2023, 2022, and 2021, respectively, we recognized $ 0.8 million, $ 1.3 million and $ 1.0 million of compensation expense related to the time-based awards under the 2021 LTI Plan.

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On February 11, 2022, the Company established the 2022 Long-Term Incentive Plan (“2022 LTI Plan”) under the Omnibus Share Plan.

The plan is a multi-year, equity compensation program under which participants, including our Chairman and Chief Executive Officer, have the opportunity to earn awards in the form of LTIP units that vest based on the passage of time (one-half of the program) and performance goals tied to our relative and absolute TSR during the three-year Performance Period following their grant (one-half of the program).

The total grant date fair value under the 2021 LTI Plan was $ 7.8 million, comprising both performance-based and time-based awards.

The plan is a multi-year, equity compensation program under which participants, including our Chairman and Chief Executive Officer, receive awards in the form of LTIP units that, with respect to one half of the program, vest based solely on the passage of time, and with respect to the other half of the program, are earned and vest if certain relative and absolute TSR and/or FFO growth targets are achieved by the Company over a three -year performance period.

The total grant date fair value under the 2022 LTI Plan was $ 8.6 million, comprising both performance-based and time-based awards as described further below:

Performance-based awards

For the performance-based awards under the 2021 LTI Plan, participants have the opportunity to earn awards in the form of LTIP Units if Urban Edge’s absolute and/or relative TSR meets certain criteria over the three-year Performance Period beginning on February 10, 2021 and ending on February 9, 2024.

The Company granted performance-based awards under the 2021 LTI Plan that represent 398,977 LTIP Units.

The fair value of the performance-based award portion of the 2021 LTI Plan on the date of grant was $ 3.9 million using a Monte Carlo simulation to estimate the fair value through a risk-neutral premise.

For the performance-based awards under the 2022 LTI Plan, participants have the opportunity to earn awards in the form of LTIP units if Urban Edge’s absolute and/or relative TSR meets certain criteria over the three -year performance measurement period (the “TSR Performance Period”) beginning on February 11, 2022 and ending on February 10, 2025.

Participants also have the opportunity to earn awards in the form of LTIP units if Urban Edge’s FFO growth component meets certain criteria over the three -year performance measurement period (the “FFO Performance Period”) beginning January 1, 2022 and ending on December 31, 2024.

The Company granted performance-based awards under the 2022 LTI Plan representing 349,438 units.

The fair value of the performance-based award portion of the 2022 LTI Plan on the grant date was $ 4.3 million using a Monte Carlo simulation to estimate the fair value of the Absolute and Relative components through a risk-neutral premise.

Assumptions include historical volatility ( 51.0 %), risk-free interest rates ( 1.7 %), and historical daily return as compared to certain peer companies.

Under the absolute TSR component, 50 % of the LTIP units will be earned if the Company’s TSR over the TSR Performance Period is equal to 18 %, 100 % will be earned if the Company’s TSR over the TSR Performance Period is equal to 27 %, and 200 % will be earned if the Company’s TSR over the TSR Performance Period is equal to or greater than 36 %.

The relative TSR component is based on the Company’s performance compared to a peer group comprised of 13 companies.

Under the Relative TSR Component, 40 % of the LTIP Units will be earned if the Company’s TSR over the Performance Period is equal to the 35 th percentile of the peer group, 100 % of the LTIP Units will be earned if the Company’s TSR over the Performance Period is equal to the 55 th percentile of the peer group, and 165 % of the LTIP Units will be earned if the Company’s TSR over the Performance Period is equal to or above the 75 th percentile of the peer group, with earning determined using linear interpolation if in between such relative and absolute TSR thresholds.

During the years ended December 31, 2022 and 2021, respectively, we recognized $ 0.9 million and $ 1.0 million of compensation expense related to the performance-based awards under the 2021 LTI Plan.

Under the relative TSR Component, 50 % of the LTIP units will be earned if the Company’s TSR over the TSR Performance Period is equal to the 35 th percentile of the peer group, 100 % will be earned if the Company’s TSR over the TSR Performance Period is equal to the 55 th percentile, and 200 % will be earned if the Company’s TSR over the TSR Performance Period is equal to or above the 75 th percentile.

Under the FFO growth component, 50 % of the LTIP units will be earned if the Company’s FFO growth over the FFO Performance Period is equal to 3 %, 100 % will be earned if the Company’s FFO growth over the FFO Performance Period is equal to 5 %, and 200 % will be earned if the Company’s FFO growth over the FFO Performance Period is equal to or greater than 7 %.

If the Company’s performance-based awards are between such thresholds, earnings will be determined using linear interpolation.

During the year ended December 31, 2023 and 2022, we recognized $ 0.8 million and $ 0.7 million of compensation expense related to the performance-based awards under the 2022 LTI Plan.

Time-based awards

The time-based awards granted under the 2021 LTI Plan, also granted in the form of LTIP Units, vest ratably over three years except in the case of our Chairman and Chief Executive Officer, where the vesting is ratably over four years.

The time-based awards granted under the 2022 LTI Plan, also granted in the form of LTIP units, vest ratably over three years except in the case of our Chairman and Chief Executive Officer, where the vesting is ratable over four years .

As of December 31, 2023, the Company granted time-based awards under the 2022 LTI Plan that represent 266,766 LTIP units with a grant date fair value of $ 4.3 million.

During the years ended December 31, 2022 and 2021, respectively, we recognized $ 1.3 million and $ 1.0 million of compensation expense related to the time-based awards under the 2021 LTI Plan.

During the years ended December 31, 2023 and 2022, we recognized $ 0.9 million and $ 1.5 million, respectively, of compensation expense related to the time-based awards under the 2022 LTI Plan.

2023 Long-Term Incentive Plan

On February 10, 2023, the Company established the 2023 Long-Term Incentive Plan (“2023 LTI Plan”) under the Omnibus Share Plan.

The plan is a multi-year, equity compensation program under which participants, including our Chairman and Chief Executive Officer, receive awards in the form of LTIP Units that, with respect to one half of the program, vest based solely on the passage of time, and with respect to the other half of the program, are earned and vest if certain relative and absolute TSR and/or FFO growth targets are achieved by the Company over a three-year performance period.

With respect to the other half of the program, the awards are earned and vest if certain relative and absolute TSR and/or FFO and same-property net operating income (“SP NOI”) growth targets are achieved by the Company over a three -year performance period.

The total grant date fair value under the 2023 LTI Plan was $ 7.4 million, comprising both performance-based and time-based awards as described further below:

Performance-based awards

For the performance-based awards under the 2022 LTI plan, participants have the opportunity to earn awards in the form of LTIP Units if Urban Edge’s absolute and/or relative TSR meets certain criteria over the three-year performance measurement period (the “TSR Performance Period”) beginning on February 11, 2022 and ending on February 10, 2025.

Participants also have the opportunity to earn awards in the form of LTIP Units if Urban Edge’s FFO growth component meets certain criteria over the three-year performance measurement period (the “FFO Performance Period”) beginning January 1, 2022 and ending on December 31, 2024.

The Company granted performance-based awards under the 2022 LTI Plan representing 349,438 Units.

For the performance-based awards under the 2023 LTI plan, participants have the opportunity to earn awards in the form of LTIP units if Urban Edge’s absolute and/or relative TSR meets certain criteria over the three -year performance measurement period beginning on February 10, 2023 and ending on February 9, 2026.

Participants also have the opportunity to earn awards in the form of LTIP units if Urban Edge’s FFO growth component and SP NOI growth component meets certain criteria over the three -year performance measurement period beginning January 1, 2023 and ending on December 31, 2025.

granted performance-based awards under the 2023 LTI Plan representing 309,611 units.

The fair value of the performance-based award portion of the 2023 LTI Plan on the grant date was $ 3.7 million using a Monte Carlo simulation to estimate the fair value of the Absolute and Relative components through a risk-neutral premise.

Assumptions include historical volatility ( 53.3 %), risk-free interest rates ( 4.2 %), and historical daily return as compared to certain peer companies.

Under the absolute TSR component, 50% of the LTIP Units will be earned if the Company’s TSR over the TSR Performance Period is equal to 18%, 100% of the LTIP Units will be earned if the Company’s TSR over the TSR Performance Period is equal to 27%, and 200% of the LTIP Units will be earned if the Company’s TSR over the TSR Performance Period is equal to or greater than 36%.

Under the absolute TSR component, 50 % of the LTIP units will be earned if the Company’s TSR over the TSR Performance Period is equal to 12 %, 100 % will be earned if the Company’s TSR over the TSR Performance Period is equal to 21 %, and 200 % will be earned if the Company’s TSR over the TSR Performance Period is equal to or greater than 30 %.

The relative TSR component is based on the Company’s performance compared to a peer group comprised of 11 companies.

Under the relative TSR Component, 50% of the LTIP Units will be earned if the Company’s TSR over the TSR Performance Period is equal to the 35 th percentile of the peer group, 100% of the LTIP Units will be earned if the Company’s TSR over the TSR Performance Period is equal to the 55 th percentile of the peer group, and 200% of the LTIP Units will be earned if the Company’s TSR over the TSR Performance Period is equal to or above the 75 th percentile of the peer group.

Under the FFO growth component, 50% of the LTIP Units will be earned if the Company’s FFO growth over the FFO Performance Period is equal to 3%, 100% of the LTIP Units will be earned if the Company’s FFO growth over the FFO Performance Period is equal to 5%, and 200% of the LTIP Units will be earned if the Company’s FFO growth over the FFO Performance Period is equal to or greater than 7%.

Under the FFO growth component, 50 % of the LTIP units will be earned if the Company’s FFO growth over the FFO Performance Period is equal to 1 %, 100 % will be earned if the Company’s FFO growth over the FFO Performance Period is equal to 3.5 %, and 200 % will be earned if the Company’s FFO growth over the FFO Performance Period is equal to or greater than 6 %.

Under the SP NOI Performance component, 50 % of the LTIP units will be earned if the Company’s SP NOI Performance component is equal to the 35 th percentile of the peer group, 100 % will be earned if the Company’s SP NOI growth over the SP NOI Performance Period is equal to the 55 th percentile, and 200 % will be earned if the Company’s SP NOI growth over the SP NOI Performance Period is equal to or above the 75 th percentile.

If the Company’s performance-based awards are between such thresholds, earnings will be determined using linear interpolation.

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On February 9, 2024, the Company established the 2024 Long-Term Incentive Plan (“2024 LTI Plan”) under the Omnibus Share Plan.

The plan is a multi-year, equity compensation program under which participants, including our Chairman and Chief Executive Officer, receive awards in the form of LTIP Units that, with respect to one half of the program, vest based solely on the passage of time, and with respect to the other half of the program, are earned and vest if certain relative and absolute TSR and/or FFO and same-property NOI growth targets are achieved by the Company over a three year performance period (one-half of the program).

The plan is a multi-year, equity compensation program under which participants, including our Chairman and Chief Executive Officer, receive awards in the form of LTIP units that, with respect to one half of the program, vest based solely on the passage of time, and with respect to the other half of the program, are earned and vest if certain relative and absolute TSR and/or FFO and SP NOI growth targets are achieved by the Company over a three year performance period (one-half of the program).

As part of the 2024 LTI Plan, participants other than our named executive officers may receive restricted stock awards subject to a three-year vesting period.

The total grant date fair value under the 2024 LTI Plan was $ 8.5 million, comprising both performance-based and time-based awards.

Units and Deferred Share Units Granted to Trustees

All trustees are granted annual awards in the form of LTIP units or Deferred Share Units (“DSU”).

Other Long Term Incentive Plans

The Company has several long-term incentive plans that were previously established under the Omnibus Share Plan but remain active for the years presented in this Annual Report on Form 10-K, including the 2017 Outperformance Plan (“2017 OPP”), 2018 Long-Term Incentive Plan (“2018 LTI Plan”), 2019 Long-Term Incentive Plan (“2019 LTI Plan”), and 2020 Long-Term Incentive Plan (“2020 LTI Plan”).

The plans are multi-year, equity compensation programs under which participants, including our Chairman and Chief Executive Officer, have the opportunity to earn awards in the form of LTIP units that vest based on the passage of time and performance goals tied to our relative and absolute TSR during the performance period following their grant date.

The aggregate fair values of these plans on the date of their grants was $ 30.7 million.

In the years ending December 31, 2023, 2022, and 2021 we recognized $ 0.8 million, $ 2.6 million and $ 4.1 million, respectively, of compensation expense related to the 2017 OPP, 2018 LTI Plan, 2019 LTI Plan, and 2020 LTI Plan.

As of December 31, 2023, there was less than $ 0.1 million of unrecognized compensation cost related to the 2019 LTI Plan.

2023 Equity Matching Award

The Compensation Committee approved a one-time equity matching award (“Matching Award”) pursuant to which officers of the Company may elect to forgo all or a portion (in 25 % increments) of their 2023 cash bonuses, and instead, receive LTIP units with a grant date fair value equal to the cash forgone, that are matched on a one-for-one basis by the Company and all of which vest ratably over four years .

The program is designed to enhance retention and increase employee ownership in the

Company to further align with shareholder interests.

On February 9, 2024, the Compensation Committee approved the grant of $ 12.6 million under the Matching Award, which reflects both the cash bonus forgone and the portion matched by the Company.

Units, Deferred Share Units, and Restricted Share Units Granted to Trustees

All trustees are granted annual awards in the form of LTIP units, Deferred Share Units (“DSU”), or Restricted Share Units (“RSU”).

The following table presents trustee awards granted over the last three years:

Award Date Award Type # of Units Granted Weighted Average Grant Date Fair Value

May 3, 2023 LTIP 56,556 $ 12.73

May 3, 2023 DSU 10,050 11.94

May 3, 2023 RSU 8,293 14.47

March 15, 2023 RSU 8,352 13.94

October 3, 2022 LTIP 15,566 10.97

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May 5, 2021 LTIP 39,756 15.09

May 6, 2020 DSU 12,121 8.25

May 6, 2020 LTIP 87,117 8.03

Shares Under Option

All stock options granted have ten -year contractual lives, containing vesting terms of three to five years .

As of December 31, 2022 and 2021, the Company had 3,930,762 shares under options with a weighted average exercise price per share of $23.19.

As of December 31, 2023 and 2022, the Company had 2,930,762 and 3,930,762 , respectively, of shares under options with a weighted average exercise price per share of $ 23.69 and $ 23.19 , respectively.

No options were granted or exercised during the year ended December 31, 2023.

1,000,000 options were forfeited during the year ended December 31, 2023 with a weighted average exercise price per share of $ 21.72 .

As of December 31, 2023, the remaining average contractual term of shares under options was 1.69 years.

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Restricted Shares

The following table presents information regarding restricted share activity during the years ended December 31, 2022, 2021, and 2020:

The following table presents information regarding restricted share activity during the year ended December 31, 2023:

Shares Weighted Average Grant Date Fair Value per Share

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Unvested at December 31, 2023 92,602 $ 15.95

During the year ended December 31, 2022, we granted 44,214 restricted shares that are subject to forfeiture and vest over periods ranging from one to three years.

During the year ended December 31, 2023, we granted 80,520 restricted shares that are subject to forfeiture and vest over periods ranging from one to four years .

The total grant date value of the 31,118 restricted shares vested during the year ended December 31, 2023 was $ 0.5 million.

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During the years ended December 31, 2023, 2022 and 2021, 277,133 , 498,298 , and 271,635 , units vested, respectively.

During the years ended December 31, 2023, 2022 and 2021, 825 , 75,962 , and 2,886 units were forfeited, respectively.

During the year ended December 31, 2023, there were 20,000 restricted units converted to common shares.

There were no restricted units converted to common shares during the years ended December 31, 2022 and 2021.

During the year ended December 31, 2020, 223,553 restricted units were converted to common shares.

As of December 31, 2022 the remaining 487,001 units vest over a weighted average period of approximately three years .

As of December 31, 2023 the remaining 523,160 units vest over a weighted average period of approximately two years .

Share-Based Compensation Expense

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(2) Performance-based LTI expense includes the 2017 OPP plan and the performance-based portion of the 2023, 2022, 2021, 2020, 2019 and 2018 LTI Plans.

As of December 31, 2022, we had a total of $ 9.3 million of unrecognized compensation expense related to unvested and restricted share-based payment arrangements including unvested stock options, LTIP units, deferred share units, and restricted share awards which were granted under our Omnibus Share Plan as well as OPP awards.

As of December 31, 2023, we had a total of $ 10.4 million of unrecognized compensation expense related to unvested and restricted share-based payment arrangements including LTIP units, deferred share units, and restricted share awards which were granted under our Omnibus Share Plan.

This expense is expected to be recognized over a weighted average period of two years .

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Restricted shares issued pursuant to our share-based compensation program are considered participating securities, and as such, have non-forfeitable rights to receive dividends.

The computation of diluted EPS reflects potential dilution of securities by adding potential common shares, including stock options and unvested restricted shares, to the weighted average number of common shares outstanding for the period.

For the years ended December 31, 2022 and 2021 there were options outstanding for 3,930,762 shares that potentially could be exercised for common shares.

During the year ended December 31, 2020 there were options outstanding for 4,930,762 shares that potentially could be exercised for common shares.

Diluted EPS was computed using the treasury stock method for LTIP and OP units.

This calculation reflects potential dilution of securities by adding potential common shares, including stock options and unvested restricted shares, to the weighted average number of common shares outstanding for the period.

For the years ended December 31, 2023, 2022, and 2021, there were options outstanding for 2,930,762 , 3,930,762 , and 3,930,762 shares, respectively, that potentially could be exercised for common shares.

During the years ended December 31, 2023, 2022 and 2021, no options were included in the diluted EPS calculation as their exercise prices were higher than the average market prices of our common shares.

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The computation of diluted EPS for the years ended December 31, 2023, 2022 and 2021 included 90,804 , 59,459 , and 54,988 weighted average unvested restricted shares outstanding, respectively, as their effect is dilutive.

The effect of the redemption of OP and vested LTIP units is not reflected in the computation of basic and diluted earnings per share, as they are redeemable for common shares on a one-for-one basis.

The effect of the redemption of OP and vested LTIP units is not reflected in the computation of basic earnings per share, as they are redeemable for common shares on a one -for-one basis.

The income allocable to such units is allocated on this same basis and reflected as noncontrolling interests in the accompanying consolidated financial statements.

As such, the assumed redemption of these units would have no net impact on the determination of diluted earnings per share since they would be anti-dilutive.

The assumed redemption of OP and vested LTIP units is included in the determination of diluted earnings per share when they have a dilutive effect on the calculation.

The following table sets forth the computation of our basic and diluted earnings per share:

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data