33 unchanged sentences
We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matter
−Removed: The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
−Removed: Real Estate Impairment —Refer to Notes 3 and 9 to the financial statements
+Added: Critical Audit Matters
+Added: The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
+Added: Real Estate Recoverability Assessment —Refer to Note 3 to the financial statements
Critical Audit Matter Description
1 unchanged sentence
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.
−Removed: 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.
−Removed: An impairment loss is measured based on the excess of the property’s carrying amount over its estimated fair value.
−Removed: The estimated fair value may be based on discounted future cash flows utilizing appropriate discount and capitalization rates.
−Removed: The Company’s determination of an estimated fair value requires management to make significant estimates, including appropriate discount and capitalization rates.
−Removed: 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.
+Added: An impairment exists when the carrying amount of an asset exceeds the projected undiscounted future cash flows, taking into account the appropriate capitalization rate and future market rental rates in determining a future terminal value.
+Added: Given that the Company’s estimated capitalization rate and future market rental rates used in the evaluation of impairment of real estate assets are significant assumptions made by management within the evaluation of impairment of real estate assets, performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
−Removed: 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:
−Removed: • 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.
−Removed: • 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.
−Removed: • With the assistance of our fair value specialists, we evaluated the reasonableness of the Company’s estimated discount and capitalization rates by:
−Removed: ◦ 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.
−Removed: ◦ Developing a range of independent estimates of discount and capitalization rates and comparing those to the discount and capitalization rates selected by management.
+Added: Our audit procedures related to the Company’s estimated capitalization rate and future market rental rates used in the evaluation of impairment of real estate assets included the following, among others:
+Added: • We tested the effectiveness of the Company’s internal controls over management’s evaluation of recoverability of real estate, including internal controls over management’s determination of the reasonableness of the applicable capitalization rate and future market rental rates.
+Added: • We inquired with management regarding their determination of the capitalization rate and future market rental rates and evaluated the consistency in determining the rates with evidence obtained in other areas of our audit.
+Added: • With the assistance of our fair value specialists, we evaluated the reasonableness of the Company’s estimated capitalization rate and future market rental rates by:
+Added: ◦ Testing the source information underlying the determination of the capitalization rate and future market rental rates by evaluating the reasonableness of the capitalization rate and future market rental rates used by management with independent market data, focusing on key factors, including geographical location, tenant composition, and property type.
+Added: ◦ Developing a range of independent estimates of capitalization rate and future market rental rates and comparing those to the capitalization rate and future market rental rates selected by management.
+Added: Acquisitions of Real Estate — Refer to Notes 3 and 4 to the financial statements
+Added: Critical Audit Matter Description
+Added: Upon the acquisition of real estate, the Company allocates the purchase price of the real estate acquired based on the relative fair value of the assets acquired and liabilities assumed at the date of acquisition.
+Added: The Company assesses fair value based on estimated cash flow projections utilizing appropriate discount rates, capitalization rates, and market-based rental revenues and available market information.
+Added: Based on these estimates, the Company allocates the purchase price to the applicable tangible and intangible assets and liabilities based on their relative fair value at date of acquisition.
+Added: In allocating the purchase price to identified intangible assets and liabilities of an acquired property, the value of above-market, below-market, and in-place leases is estimated based on the present value of the difference between the contractual amounts, including fixed rate below-market renewal options, to be paid pursuant to the in-place leases and the estimate of the market lease rates and other lease provisions for comparable leases measured over a period equal to the estimated remaining term of the lease.
+Added: The Company’s determination of an estimated fair value requires management to make significant estimates, including utilizing appropriate discount rates, capitalization rates, and market-based rental revenues.
+Added: Given that the Company’s estimated discount rates, capitalization rates, and market-based rental revenues are significant assumptions made by management within the Company’s evaluation of fair value for the purchase price allocation of real estate acquired, performing audit procedures to evaluate the reasonableness of management’s estimated fair value required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
+Added: How the Critical Audit Matter Was Addressed in the Audit
+Added: Our audit procedures related to the Company’s estimated discount rates, capitalization rates, and market-based rental revenues used in the evaluation of acquired real estate assets and liabilities included the following, among others:
+Added: • We tested the effectiveness of controls over the purchase price allocation and the valuation methodology for estimating the fair value of assets acquired and liabilities assumed.
+Added: • For each acquisition, we obtained and evaluated the third-party purchase price allocation report, along with relevant supporting documentation, in order to corroborate our understanding of the substance of the acquisition obtained through inquiry with the Company’s management, as well as assess the completeness of the assets acquired and liabilities assumed as part of the acquisition.
+Added: • With the assistance of our fair value specialists, we:
+Added: ◦ Evaluated the reasonableness of the valuation and allocation methodology and related inputs, including discount rates, capitalization rates, and market-based rental revenues.
+Added: ◦ Tested the mathematical accuracy of the calculations and compared the key inputs used in the projections to external market sources.
+Added: ◦ Developed a range of independent estimates of discount rate, capitalization rate, and market-based rental revenues and compared those to the discount rate, capitalization rate, and future market rental rates selected by management.
/s/ DELOITTE & TOUCHE LLP
3 unchanged sentences
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the Partners of Urban Edge Properties LP
+Added: To the Partners of Urban Edge Properties LP and the Board of Trustees of Urban Edge Properties
Opinion on the Financial Statements
13 unchanged sentences
We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matter
−Removed: The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
−Removed: Real Estate Impairment —Refer to Notes 3 and 9 to the financial statements
+Added: Critical Audit Matters
+Added: The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
+Added: Real Estate Recoverability Assessment —Refer to Note 3 to the financial statements
Critical Audit Matter Description
1 unchanged sentence
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.
−Removed: 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.
−Removed: An impairment loss is measured based on the excess of the property’s carrying amount over its estimated fair value.
−Removed: The estimated fair value may be based on discounted future cash flows utilizing appropriate discount and capitalization rates.
−Removed: The Operating Partnership’s determination of an estimated fair value requires management to make significant estimates, including appropriate discount and capitalization rates.
−Removed: 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.
+Added: An impairment exists when the carrying amount of an asset exceeds the projected undiscounted future cash flows, taking into account the appropriate capitalization rate and future market rental rates in determining a future terminal value.
+Added: Given that the Operating Partnership’s estimated capitalization rate and future market rental rates used in the evaluation of impairment of real estate assets are significant assumptions made by management within the evaluation of impairment of real estate assets, performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
−Removed: 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:
−Removed: • 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.
−Removed: • 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.
−Removed: • With the assistance of our fair value specialists, we evaluated the reasonableness of the Operating Partnership's estimated discount and capitalization rates by:
−Removed: ◦ 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.
−Removed: ◦ Developing a range of independent estimates of discount and capitalization rates and comparing those to the discount and capitalization rates selected by management.
+Added: Our audit procedures related to the Operating Partnership’s estimated capitalization rate and future market rental rates used in the evaluation of impairment of real estate assets included the following, among others:
+Added: • We tested the effectiveness of the Operating Partnership’s internal controls over management’s evaluation of recoverability of real estate, including internal controls over management’s determination of the reasonableness of the applicable capitalization rate and future market rental rates.
+Added: • We inquired with management regarding their determination of the capitalization rate and future market rental rates and evaluated the consistency in determining the rates with evidence obtained in other areas of our audit.
+Added: • With the assistance of our fair value specialists, we evaluated the reasonableness of the Operating Partnership’s estimated capitalization rate and future market rental rates by:
+Added: ◦ Testing the source information underlying the determination of the capitalization rate and future market rental rates by evaluating the reasonableness of the capitalization rate and future market rental rates used by management with independent market data, focusing on key factors, including geographical location, tenant composition, and property type.
+Added: ◦ Developing a range of independent estimates of capitalization rate and future market rental rates and comparing those to the capitalization rate and future market rental rates selected by management.
+Added: Acquisitions of Real Estate — Refer to Notes 3 and 4 to the financial statements
+Added: Critical Audit Matter Description
+Added: Upon the acquisition of real estate, the Operating Partnership allocates the purchase price of the real estate acquired based on the relative fair value of the assets acquired and liabilities assumed at the date of acquisition.
+Added: The Operating Partnership assesses fair value based on estimated cash flow projections utilizing appropriate discount rates, capitalization rates, and market-based rental revenues and available market information.
+Added: Based on these estimates, the Operating Partnership allocates the purchase price to the applicable tangible and intangible assets and liabilities based on their relative fair value at date of acquisition.
+Added: In allocating the purchase price to identified intangible assets and liabilities of an acquired property, the value of above-market, below-market, and in-place leases is estimated based on the present value of the difference between the contractual amounts, including fixed rate below-market renewal options, to be paid pursuant to the in-place leases and the estimate of the market lease rates and other lease provisions for comparable leases measured over a period equal to the estimated remaining term of the lease.
+Added: The Operating Partnership’s determination of an estimated fair value requires management to make significant estimates, including utilizing appropriate discount rates, capitalization rates, and market-based rental revenues.
+Added: Given that the Operating Partnership’s estimated discount rates, capitalization rates, and market-based rental revenues are significant assumptions made by management within the Operating Partnership’s evaluation of fair value for the purchase price allocation of real estate acquired, performing audit procedures to evaluate the reasonableness of management’s estimated fair value required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
+Added: How the Critical Audit Matter Was Addressed in the Audit
+Added: Our audit procedures related to the Operating Partnership’s estimated discount rates, capitalization rates, and market-based rental revenues used in the evaluation of acquired real estate assets and liabilities included the following, among others:
+Added: • We tested the effectiveness of controls over the purchase price allocation and the valuation methodology for estimating the fair value of assets acquired and liabilities assumed.
+Added: • For each acquisition, we obtained and evaluated the third-party purchase price allocation report, along with relevant supporting documentation, in order to corroborate our understanding of the substance of the acquisition obtained through inquiry with the Operating Partnership’s management, as well as assess the completeness of the assets acquired and liabilities assumed as part of the acquisition.
+Added: • With the assistance of our fair value specialists, we:
+Added: ◦ Evaluated the reasonableness of the valuation and allocation methodology and related inputs, including discount rates, capitalization rates, and market-based rental revenues.
+Added: ◦ Tested the mathematical accuracy of the calculations and compared the key inputs used in the projections to external market sources.
+Added: ◦ Developed a range of independent estimates of discount rate, capitalization rate, and market-based rental revenues and compared those to the discount rate, capitalization rate, and future market rental rates selected by management.
/s/ DELOITTE & TOUCHE LLP
27 unchanged sentences
Mortgages payable, net $ 1,569,753 $ 1,578,110
−Removed: Unsecured credit facility borrowings 153,000 —
+Added: Unsecured credit facility 50,000 153,000
Operating lease liabilities 62,585 53,863
10 unchanged sentences
Accumulated other comprehensive income 177 460
−Removed: Accumulated earnings (deficit) 137,113 ( 36,104 )
+Added: Accumulated earnings 126,670 137,113
Noncontrolling interests:
6 unchanged sentences
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
−Removed: (In thousands, except share and per share amounts)
+Added: (In thousands, except per share amounts)
Year Ended December 31,
17 unchanged sentences
Net income 75,442 259,876 47,339
−Removed: Less net (income) loss attributable to NCI in:
+Added: net (income) loss attributable to NCI in:
Operating partnership ( 3,978 ) ( 11,899 ) ( 1,895 )
10 unchanged sentences
Comprehensive income 75,141 259,697 47,995
−Removed: Less comprehensive loss (income) attributable to NCI in:
+Added: comprehensive loss (income) attributable to NCI in:
Operating partnership 18 10 ( 27 )
−Removed: Less net (income) loss attributable to NCI in:
+Added: net (income) loss attributable to NCI in:
Operating partnership ( 3,978 ) ( 11,899 ) ( 1,895 )
11 unchanged sentences
Net income attributable to common shareholders — — — — 46,170 — — 46,170
−Removed: Net income attributable to noncontrolling interests — — — — — 4,296 833 5,129
+Added: Net income (loss) attributable to noncontrolling interests — — — — — 1,895 ( 726 ) 1,169
+Added: Other comprehensive income — — — 629 — 27 — 656
Limited partnership interests:
12 unchanged sentences
Net income (loss) attributable to noncontrolling interests — — — — — 11,899 ( 520 ) 11,379
−Removed: Other comprehensive income — — — 629 — 27 — 656
+Added: Other comprehensive loss — — — ( 169 ) — ( 10 ) — ( 179 )
Limited partnership interests:
22 unchanged sentences
Contributions from noncontrolling interests — — — — — — 4,290 4,290
+Added: Issuance of accrued LTIP units — — — — — 1,389 — 1,389
Share-based compensation expense — — 978 — — 9,453 — 10,431
12 unchanged sentences
Gain on sale of real estate ( 38,818 ) ( 217,708 ) ( 353 )
−Removed: Amortization of below market leases, net ( 11,602 ) ( 6,660 ) ( 55,173 )
+Added: Amortization of above and below market leases, net ( 9,669 ) ( 11,602 ) ( 6,660 )
Noncash lease expense 7,333 6,590 7,051
13 unchanged sentences
Acquisitions of real estate ( 184,467 ) ( 314,886 ) ( 36,222 )
−Removed: Proceeds from sale of operating properties 312,908 353 34,482
−Removed: Proceeds from sale of operating lease — — 2,367
+Added: Proceeds from sale of real estate 60,397 312,908 353
Net cash used in investing activities ( 234,697 ) ( 117,702 ) ( 151,913 )
8 unchanged sentences
Purchase of interest rate cap — — ( 285 )
−Removed: Proceeds related to the issuance of common shares 372 382 366
+Added: Proceeds related to the issuance of common shares, net 136,556 372 382
Contributions from noncontrolling interests 4,290 1,997 1,686
−Removed: Net cash provided by (used in) financing activities 161 ( 78,767 ) ( 23,530 )
−Removed: Net increase (decrease) in cash and cash equivalents and restricted cash 45,474 ( 91,062 ) ( 199,417 )
+Added: Net cash (used in) provided by financing activities ( 2,088 ) 161 ( 78,767 )
+Added: Net (decrease) increase in cash and cash equivalents and restricted cash ( 83,608 ) 45,474 ( 91,062 )
Cash and cash equivalents and restricted cash at beginning of year 174,248 128,774 219,836
8 unchanged sentences
NON-CASH INVESTING AND FINANCING ACTIVITIES
+Added: Assumption of debt through acquisition of real estate, net of debt mark-to-market 54,946 — —
+Added: Assignment of debt through disposition of real estate 44,483 — —
Accrued capital expenditures included in accounts payable and accrued expenses 16,133 21,628 34,673
Write-off of fully depreciated and impaired assets 17,223 41,954 8,733
−Removed: Forgiveness of mortgage debt
+Added: Mortgage debt forgiven
+Added: Transfer of assets held for sale included in prepaid expenses and other assets 10,286 — —
+Added: Decrease in assets and liabilities in connection with foreclosure:
+Added: Real estate, net 47,518 — —
+Added: Mortgage debt, net 68,613 — —
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH
8 unchanged sentences
CONSOLIDATED BALANCE SHEETS
−Removed: (In thousands, except unit and per unit amounts)
+Added: (In thousands, except share and unit amounts)
December 31, December 31,
20 unchanged sentences
Mortgages payable, net $ 1,569,753 $ 1,578,110
−Removed: Unsecured credit facility borrowings 153,000 —
+Added: Unsecured credit facility 50,000 153,000
Operating lease liabilities 62,585 53,863
12 unchanged sentences
Accumulated other comprehensive income 177 460
−Removed: Accumulated earnings (deficit) 143,157 ( 38,705 )
+Added: Accumulated earnings 132,273 143,157
Total partners’ capital 1,343,150 1,206,045
5 unchanged sentences
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
−Removed: (In thousands, except unit and per unit amounts)
+Added: (In thousands, except per unit amounts)
Year Ended December 31,
17 unchanged sentences
Net income 75,442 259,876 47,339
−Removed: net loss (income) attributable to NCI in consolidated subsidiaries 520 726 ( 833 )
+Added: net loss attributable to NCI in consolidated subsidiaries 1,099 520 726
Net income attributable to unitholders $ 76,541 $ 260,396 $ 48,065
8 unchanged sentences
Comprehensive income 75,141 259,697 47,995
−Removed: Less net loss (income) attributable to NCI in consolidated subsidiaries 520 726 ( 833 )
+Added: net loss attributable to NCI in consolidated subsidiaries 1,099 520 726
Comprehensive income attributable to unitholders $ 76,240 $ 260,217 $ 48,721
8 unchanged sentences
Net income attributable to unitholders — — — — — 48,065 — 48,065
−Removed: Net income attributable to noncontrolling interests — — — — — — 833 833
+Added: Net loss attributable to noncontrolling interests — — — — — — ( 726 ) ( 726 )
+Added: 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 )
−Removed: Other comprehensive income — — — — 629 27 — 656
+Added: 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
16 unchanged sentences
Contributions from noncontrolling interests — — — — — — 4,290 4,290
+Added: Issuance of accrued LTIP units — — — 1,389 — — — 1,389
Share-based compensation expense — 978 — 9,453 — — — 10,431
13 unchanged sentences
Gain on sale of real estate ( 38,818 ) ( 217,708 ) ( 353 )
−Removed: Amortization of below market leases, net ( 11,602 ) ( 6,660 ) ( 55,173 )
+Added: Amortization of above and below market leases, net ( 9,669 ) ( 11,602 ) ( 6,660 )
Noncash lease expense 7,333 6,590 7,051
13 unchanged sentences
Acquisitions of real estate ( 184,467 ) ( 314,886 ) ( 36,222 )
−Removed: Proceeds from sale of operating properties 312,908 353 34,482
−Removed: Proceeds from sale of operating lease — — 2,367
+Added: Proceeds from sale of real estate 60,397 312,908 353
Net cash used in investing activities ( 234,697 ) ( 117,702 ) ( 151,913 )
7 unchanged sentences
Purchase of interest rate cap — — ( 285 )
−Removed: Proceeds related to the issuance of common shares 372 382 366
+Added: Proceeds related to the issuance of common shares, net 136,556 372 382
Contributions from noncontrolling interests 4,290 1,997 1,686
−Removed: Net cash provided by (used in) financing activities 161 ( 78,767 ) ( 23,530 )
−Removed: Net increase (decrease) in cash and cash equivalents and restricted cash 45,474 ( 91,062 ) ( 199,417 )
+Added: Net cash (used in) provided by financing activities ( 2,088 ) 161 ( 78,767 )
+Added: Net (decrease) increase in cash and cash equivalents and restricted cash ( 83,608 ) 45,474 ( 91,062 )
Cash and cash equivalents and restricted cash at beginning of year 174,248 128,774 219,836
8 unchanged sentences
NON-CASH INVESTING AND FINANCING ACTIVITIES
+Added: Assumption of debt through acquisition of real estate, net of debt mark-to-market 54,946 — —
+Added: Assignment of debt through disposition of real estate 44,483 — —
Accrued capital expenditures included in accounts payable and accrued expenses 16,133 21,628 34,673
Write-off of fully depreciated and impaired assets 17,223 41,954 8,733
−Removed: Forgiveness of mortgage debt
+Added: Mortgage debt forgiven
+Added: Transfer of assets held for sale included in prepaid expenses and other assets 10,286 — —
+Added: Decrease in assets and liabilities in connection with foreclosure:
+Added: Real estate, net 47,518 — —
+Added: Mortgage debt, net 68,613 — —
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH
20 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.
−Removed: 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.
+Added: As of December 31, 2024, our portfolio consisted of 71 shopping centers, two outlet centers and two malls totaling approximately 17.4 million sf, which is inclusive of a 95 % controlling interest in Walnut Creek, CA (Mt.
Diablo), and an 82.5 % controlling interest in Sunrise Mall, in Massapequa, NY.
5 unchanged sentences
Our primary business is the ownership, management, acquisition, development, and redevelopment of retail shopping centers and malls.
−Removed: We do not distinguish our primary business or group our operations on a geographical basis for purposes of measuring performance.
+Added: We do not distinguish our primary business or group our operations on a geographical basis for purposes of measuring performance and allocating resources.
The Company’s Chief Operating Decision Maker (“CODM”) reviews operating and financial information at the individual operating segment.
−Removed: 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.
+Added: We aggregate all of our properties into a single reportable segment due to their similarities with regard to the nature and economics of the properties, tenants and operations, as well as long-term average financial performance.
+Added: See Note 17 to the consolidated financial statements for further information regarding Segment Reporting.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2 unchanged sentences
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.
−Removed: 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.
Real Estate — Real estate is carried at cost, net of accumulated depreciation and amortization.
3 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.
−Removed: The capitalization period begins when redevelopment activities are under way and
−Removed: ends when the project is substantially complete and ready for its intended use.
+Added: 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.
+Added: Real estate assets to be sold are reported at the lower of their carrying value or estimated fair value less costs to sell and are classified as real estate held for sale and included in prepaid expenses and other assets on the Company’s consolidated balance sheets.
+Added: If the estimated fair value less costs to sell is less than the carrying value, the difference will be recorded as an impairment charge and included in real estate impairment loss on the consolidated statements of income and comprehensive income.
+Added: Once a real estate asset is classified as held for sale, depreciation expense is no longer recorded.
+Added: The Company classifies real estate assets as held for sale in the period in which all of the following conditions are met:
+Added: (i) the Company commits to a plan and has the authority to sell the asset;
+Added: (ii) the asset is available for sale in its current condition;
+Added: (iii) the Company has initiated an active marketing plan to locate a buyer for the asset;
+Added: (iv) the sale of the asset is both probable and expected to qualify for full sales recognition within a period of 12 months;
+Added: (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value;
+Added: and (vi) the Company does not anticipate changes to its plan to sell the asset or that the plan will be withdrawn.
Upon the acquisition of real estate, we assess the fair value of acquired assets (including land, buildings and improvements, identified intangibles, such as acquired above and below-market leases, acquired in-place leases and tenant relationships) and assumption of liabilities and we allocate the purchase price based on these assessments on a relative fair value basis.
−Removed: We assess fair value based on estimated cash flow projections utilizing appropriate discount and capitalization rates and available market information.
+Added: We assess fair value based on estimated cash flow projections utilizing appropriate discount and capitalization rates, and available market information, including market-based rental revenues.
Estimates of future cash flows are based on a number of factors including historical operating results, known trends, and market/economic conditions.
5 unchanged sentences
An impairment loss is measured based on the excess of the property’s carrying amount over its estimated fair value.
−Removed: Estimated fair value may be based on discounted future cash flows utilizing appropriate discount and capitalization rates and, in addition to available market information, third-party appraisals, broker selling estimates or sale agreements under negotiation.
−Removed: Impairment analyses are based on our current plans, intended holding periods and available market information at the time the analyses are prepared.
+Added: Estimated fair value may be based on discounted future cash flows utilizing appropriate discount and capitalization rates, future market rental rates and, in addition to available market information, third-party appraisals, broker selling estimates or sale agreements under negotiation.
+Added: Impairment assessments are based on our current plans, intended holding periods and available market information at the time the assessments are prepared.
If our estimates of the projected future cash flows change based on uncertain market conditions, our evaluation of impairment losses may be different and such differences could be material to our consolidated financial statements.
14 unchanged sentences
Lease incentives are capitalized and amortized over the term of the related leases as a reduction to rental revenue on the consolidated statements of income and comprehensive income.
−Removed: 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.
−Removed: 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
−Removed: terms of the agreement.
+Added: Deferred Financing Costs — Deferred financing costs and debt issuance costs include fees associated with the issuance of our mortgage loans and our $ 800 million revolving credit agreement with certain financial institutions (as amended, the “Revolving Credit Agreement”).
+Added: 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.
Deferred financing costs associated with the revolving credit agreement are included in prepaid expenses and other assets on the consolidated balance sheets.
11 unchanged sentences
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.
−Removed: Our real estate assets are comprised of retail shopping centers, malls and an industrial building.
+Added: Our real estate assets are comprised of retail shopping centers and malls.
Tenants agree to use and control their agreed upon space for their business purposes.
8 unchanged sentences
Variable lease payments dependent on the CPI will change in accordance with the corresponding increase or decrease in CPI if negotiated and agreed upon in the tenant's lease.
−Removed: Variable lease payments dependent on percentage rent and the CPI were $ 5.5 million and $ 9.2 million for the years ended December 31, 2023 and 2022, respectively.
−Removed: Variable lease payments also arise from tenant expense reimbursements, which provide for the recovery of all or a portion of the operating expenses, common area maintenance expenses, real estate taxes, insurance and capital improvements of the respective property and amounted to $ 103.7 million and $ 103.3 million for the years ended December 31, 2023 and 2022, respectively.
+Added: Variable lease payments dependent on percentage rent and the CPI were $ 5.7 million, $ 5.5 million and $ 9.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.
+Added: Variable lease payments also arise from tenant expense reimbursements, which provide for the recovery of all or a portion of the operating expenses, common area maintenance expenses, real estate taxes, insurance and capital improvements of the respective property and amounted to $ 118.5 million, $ 103.7 million and $ 103.3 million for the years ended December 31, 2024, 2023 and 2022, respectively.
The Company accounts for variable lease payments as rental revenue on the consolidated statements of income and comprehensive income in the period in which the changes in facts and circumstances on which the variable lease payments are based occur.
−Removed: 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.
+Added: The Company also has 20 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 one to 75 years and provide us the right to operate each such property.
−Removed: We also lease or sublease real estate for our two corporate offices with remaining terms of less than one year .
−Removed: Right-of-use (“ROU”) assets are recorded for these leases, which represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from these leases.
+Added: We also lease or sublease real estate for our two corporate offices with remaining terms ranging between less than one year and four years .
+Added: (“ROU”) assets are recorded for these leases, which represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from these leases.
ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.
4 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.
−Removed: The Company initially considers the general economic environment and factors in various financing and asset specific secured borrowings so
−Removed: that the overall incremental borrowing rate is appropriate to the intended use of the lease.
+Added: 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.
30 unchanged sentences
For grants with a graded vesting schedule or a cliff vesting schedule, we have elected to recognize compensation expense on a straight-line basis.
+Added: We reduce compensation expense related to forfeited awards in the period of forfeiture.
Share-based compensation expense is included in general and administrative expenses on the consolidated statements of income and comprehensive income.
When the Company issues common shares as compensation, it receives a like number of common units from the Operating Partnership.
−Removed: Accordingly, the Company’s ownership in the Operating Partnership will increase based on the number of common shares awarded under our 2015 Omnibus Share Plan.
+Added: Accordingly, the Company’s ownership in the Operating Partnership will increase based on the number of common shares awarded under our 2015 Omnibus Share Plan and 2024 Omnibus Share Plan.
As a result of the issuance of common units to the Company for share-based compensation, the Operating Partnership accounts for share-based compensation in the same manner as the Company.
9 unchanged sentences
The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.
−Removed: The Company applies the FASB’s guidance relating to uncertainty in income taxes recognized in a Company’s financial statements.
+Added: The Company applies the Financial Accounting Standards Board’s (“FASB”) guidance relating to uncertainty in income taxes recognized in a Company’s financial statements.
Under this guidance the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position.
8 unchanged sentences
None of our tenants accounted for more than 10% of total revenues in the year ended December 31, 2024.
−Removed: As of December 31, 2023, The Home Depot, Inc.
−Removed: was our largest tenant with six stores which comprised an aggregate of 770,742 sf and accounted for approximately $ 21.5 million, or 5.2 % of our total revenue for the year ended December 31, 2023.
+Added: As of December 31, 2024, The TJX Companies was our largest tenant with twenty-eight stores which comprised an aggregate of 873,159 sf and accounted for approximately $ 22.3 million, or 5.0 % of our total revenue for the year ended December 31, 2024.
Derivative Financial Instruments and Hedging — At times, the Company may use derivative financial instruments to manage and mitigate exposure to fluctuations in interest rates on our variable rate debt.
−Removed: These derivatives are measured at fair value and are recognized as assets or liabilities on the Company’s consolidated balance sheets, depending on the Company’s rights or obligations under the respective derivative contracts.
+Added: These derivatives are measured at fair value and
+Added: are recognized as assets or liabilities on the Company’s consolidated balance sheets, depending on the Company’s rights or obligations under the respective derivative contracts.
The accounting for changes in the fair value of a derivative varies based on eligibility and Company elections, including the intended use of the derivative, whether the Company has elected to designate the derivative in a hedging relationship and apply hedge accounting, and whether the hedge relationship has satisfied certain criteria to be deemed an effective hedge.
3 unchanged sentences
A derivative instrument designated as a cash flow hedge is adjusted to fair value on the Company’s consolidated balance sheets.
−Removed: 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
−Removed: amortization of the purchase price included in interest and debt expense.
+Added: 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.
1 unchanged sentence
Recently Issued Accounting Literature
−Removed: In March 2020 and January 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-04 Reference Rate Reform (ASC 848):
−Removed: Facilitation of the Effects of Reference Rate Reform on Financial Reporting , and ASU 2021-01 Reference Rate Reform (ASC 848):
−Removed: Scope which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform in contracts and other transactions that reference the London Interbank Offered Rate or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met.
−Removed: ASU 2020-04 and ASU 2021-01 are effective for all entities as of March 12, 2020 through December 31, 2022.
−Removed: In December 2022, FASB issued ASU 2022-06 Reference Rate Reform (ASC 848):
−Removed: Deferral of the Sunset Date of Topic 848 , which extended the final sunset date from December 31, 2022 to December 31, 2024.
−Removed: During June 2023, the Company entered into loan amendments to transition its four LIBOR-based loans to the Secured Overnight Rate (“SOFR”).
−Removed: The amendments went into effect in July 2023 and did not have a material impact on the loans affected.
−Removed: In August 2023, FASB issued ASU 2023-05 Business Combinations - Joint Venture Formation (Subtopic 805-60):
−Removed: Recognition and Initial Measurement , which provides an update to the accounting treatment of joint ventures upon formation.
−Removed: 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.
−Removed: The update is to be applied prospectively, with a retrospective option for previously formed joint ventures and has no current impact on the Company.
−Removed: In November 2023, FASB issued ASU 2023-07 Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures , which provides for additional disclosures as they relate to a Company’s segments.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40):
+Added: Disaggregation of Income Statement Expenses which provides an update to improve the disclosures about a public business entity’s expenses and provide more detailed information about the types of expenses, including purchase of inventory, employee compensation, depreciation and amortization in commonly presented expense captions such as cost of sales, selling, general and administrative expenses and research and development.
+Added: 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.
+Added: In March 2024, FASB issued ASU 2024-01 Compensation - Stock Compensation (Topic 718):
+Added: Scope Application of Profits Interest and Similar Awards which provides clarity on how an entity determines whether a profits interest or similar award is within the scope of ASC 718.
+Added: It also offers guidance on identifying whether such an award is not a share-based payment arrangement and therefore within the scope of other guidance.
+Added: The Company has reviewed the update and determined it does not issue any profits interest or similar awards and therefore is not impacted by this ASU.
In December 2023, FASB issued ASU 2023-09 Income Tax (Topic 740):
1 unchanged sentence
The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2024.
−Removed: 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.
+Added: The Company is evaluating the impact of this update and will adopt the amendments in its December 31, 2025 Annual Report on Form 10-K.
+Added: In November 2023, FASB issued ASU 2023-07 Segment Reporting (Topic 280):
+Added: Improvements to Reportable Segment Disclosures , which provides for additional disclosures as they relate to a Company’s segments.
+Added: 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.
+Added: The amendments in this ASU will also apply to entities with a single reportable segment and are effective for all public entities for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.
+Added: The Company has evaluated the impact of this update on its disclosures and has applied the required amendments in this Annual report on Form 10-K for the year ended December 31, 2024.
+Added: In August 2023, FASB issued ASU 2023-05 Business Combinations - Joint Venture Formation (Subtopic 805-60):
+Added: Recognition and Initial Measurement , which provides an update to the accounting treatment of joint ventures upon formation.
+Added: 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.
+Added: The update is to be applied prospectively, with a retrospective option for previously formed joint ventures.
+Added: The Company has not elected retrospective application for its previously formed joint ventures and will adopt the provisions of this ASU for any future joint venture formations.
+Added: Recent SEC Reporting Updates
+Added: On March 6, 2024, the SEC issued its final ruling on The Enhancement and Standardization of Climate-Related Disclosures for Investors (Release No.
+Added: Provisions of the final rule require registrants to include climate-related disclosures that are both qualitative and quantitative in their annual reports and registration statements.
+Added: These disclosures include, but are not
+Added: limited to, governance, risk management, strategy, emissions, capital expenditures, and climate-related targets and goals.
+Added: Subsequent to issuance, the rules became the subject of litigation, and the SEC issued an order staying the rules to allow the legal process to proceed.
+Added: At this time it is not easily determined what the timeline for resolution is and it is uncertain whether the rules will be upheld, amended or abolished.
+Added: The Company is continuing to review the final rule and monitoring the litigation progress for possible impacts on the disclosure requirements.
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.
ACQUISITIONS AND DISPOSITIONS
−Removed: During the years ended December 31, 2023 and December 31, 2022, we closed on the following acquisitions:
+Added: During the years ended December 31, 2024 and December 31, 2023, the Company closed on the following acquisitions:
Date Purchased Property Name City State Square Feet Purchase Price (1)
(in thousands)
+Added: October 29, 2024 The Village at Waugh Chapel Gambrills MD 382,000 $ 128,230
+Added: April 5, 2024 Ledgewood Commons Roxbury Township NJ 448,000 83,211
+Added: February 8, 2024 Heritage Square Watchung NJ 87,000 33,838
+Added: 2024 Total $ 245,279
October 23, 2023 Shoppers World Framingham MA 752,000 $ 243,587
3 unchanged sentences
2023 Total $ 314,243
−Removed: June 8, 2022 The Shops at Riverwood Hyde Park MA 78,000 $ 33,343
−Removed: February 24, 2022 40 Carmans Road (3)
−Removed: Massapequa NY 12,000 4,260
−Removed: 2022 Total $ 37,603
(1) The total purchase price for the properties acquired in the years ended December 31, 2024 and December 31, 2023 include $ 4.8 million and $ 3.2 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.
−Removed: (3) This outparcel is included with Sunrise Mall in our total property count.
−Removed: The Company has an 82.5 % controlling interest in the property with the remaining 17.5 % owned by others.
+Added: On October 29, 2024, the Company closed on the acquisition of The Village at Waugh Chapel, located in Gambrills, MD, for a purchase price of $ 128.2 million, including transaction costs.
+Added: The grocery-anchored center aggregates 382,000 sf and includes national tenants such as Safeway, Marshalls, HomeGoods, T.J.
+Added: Maxx and LA Fitness.
+Added: The acquisition was funded through the assumption of a $ 60 million mortgage with an interest rate of 3.76 %, as well as proceeds from equity issuances under the Company’s at-the-market equity offering program and asset sales.
+Added: In conjunction with the acquisition, the Company entered into a forward Section 1031 Exchange with the disposition of its property in Union, NJ, allowing for the deferral of capital gains resulting from the sale for tax purposes.
+Added: At the same time, the Company also entered into a reverse Section 1031 Exchange, 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.
+Added: In addition to the VIEs mentioned in Note 3 , pursuant to the exchange agreements, the property, The Village at Waugh Chapel, is in possession of an Exchange Accommodation Titleholder (“EAT”) and is classified as a VIE until the earlier of the termination of the agreements or 180 days after the acquisition date.
+Added: The EAT is the legal owner of the property, however, we control the activities that most significantly impact the entity and retain all of the economic benefits and risks associated with it.
+Added: Therefore, since the title of the property will be transferred back to the Company and we have determined that we are the primary beneficiary of the VIE, we have consolidated the VIE and its operations as of the acquisition date.
+Added: On April 5, 2024, the Company closed on the acquisition of Ledgewood Commons, located in Roxbury Township, NJ, for a purchase price of $ 83.2 million, including transaction costs.
+Added: The center, aggregating 448,000 sf, is anchored by a grocer and includes two pre-approved but undeveloped outparcels.
+Added: The purchase was initially funded using cash on hand.
+Added: On May 3, 2024, the Company obtained a 5 -year, $ 50 million mortgage secured by the property that bears interest at a fixed rate of 6.03 %.
+Added: On February 8, 2024, the Company acquired Heritage Square, an unencumbered 87,000 sf shopping center located in Watchung, NJ, for a purchase price of $ 33.8 million, including transaction costs.
+Added: The property is anchored by Ulta and two TJX Companies concepts, HomeSense and Sierra Trading, and includes four outparcels occupied by Chick-Fil-A, CityMD, Miller’s Ale House and Starbucks.
+Added: The acquisition was funded using cash on hand.
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.
−Removed: The two centers comprise 1.4 million sf and are located in the greater Boston area.
+Added: The two centers comprise 1.4 million sf and are located in the
+Added: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: The reverse Section 1031 Exchange 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: 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 reclassified to land.
The aggregate purchase price of the above property acquisitions have been allocated as follows:
+Added: (amount in thousands)
Property Name Land Buildings and Improvements Identified Intangible Assets (1)
Identified Intangible Liabilities (1)
+Added: Debt Discount (2)
Total Purchase Price
(in thousands)
+Added: The Village at Waugh Chapel $ 36,722 $ 91,207 $ 13,141 $ ( 17,894 ) $ 5,054 $ 128,230
+Added: Ledgewood Commons 24,313 56,352 15,137 ( 12,591 ) — 83,211
+Added: Heritage Square 7,343 24,643 4,763 ( 2,911 ) — 33,838
+Added: 2024 Total $ 68,378 $ 172,202 $ 33,041 $ ( 33,396 ) $ 5,054 $ 245,279
Shoppers World $ 42,861 $ 198,317 $ 41,374 $ ( 38,965 ) $ — $ 243,587
2 unchanged sentences
2023 Total $ 102,478 $ 234,790 $ 67,098 $ ( 90,123 ) $ — $ 314,243
−Removed: The Shops at Riverwood 10,866 19,441 4,024 ( 988 ) $ 33,343
−Removed: 40 Carmans Road $ 1,118 $ 3,142 $ — $ — 4,260
−Removed: 2022 Total $ 1,118 $ 3,142 $ — $ — $ 37,603
(1) As of December 31, 2024, the remaining weighted average amortization periods of the identified intangible assets and identified intangible liabilities acquired in 2024 were 8.2 years and 16.7 years, respectively, and the remaining weighted average amortization periods of the identified intangible assets and identified intangible liabilities acquired in 2023 were 5.8 years and 29.1 years, respectively.
−Removed: 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.
−Removed: 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.
−Removed: The acquisition was funded using cash on hand.
−Removed: 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.
−Removed: 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.
−Removed: On December 29, 2023, the Company completed the sale of Freeport Commons, located in Freeport, NY, for a price of $ 78.5 million.
+Added: (2) Included in mortgages payable, net on the consolidated balance sheets.
+Added: During the year ended December 31, 2024, the Company disposed of three properties comprising 454,000 sf and received proceeds of $ 59.9 million, net of selling costs, resulting in a $ 37.9 million gain on sale of real estate.
+Added: On October 29, 2024, the Company sold a single-tenant property located in Union, NJ for a gross price of $ 71 million and recognized a gain on sale of real estate of $ 23.3 million.
+Added: The outstanding $ 44.5 million mortgage encumbering the property was assumed by the buyer at closing.
+Added: This transaction was structured as part of a Section 1031 Exchange with the acquisition of The Village at Waugh Chapel which closed on October 29, 2024, allowing for the deferral of capital gains resulting from the sale for income tax purposes.
+Added: On April 26, 2024, the Company completed the sale of its 127,000 sf industrial property located in Lodi, NJ for a gross price of $ 29.2 million and recognized a gain on sale of real estate of $ 13.1 million.
+Added: The sale was structured as part of a Section 1031 Exchange with the acquisition of Heritage Square which closed on February 8, 2024, allowing for the deferral of capital gains resulting from the sale for income tax purposes.
+Added: On March 14, 2024, the Company completed the sale of its 95,000 sf property located in Hazlet, NJ for a gross price of $ 8.7 million and recognized a gain on sale of real estate of $ 1.5 million.
+Added: The total gain on sale of real estate of $ 38.8 million for the year ended December 31, 2024 includes amounts related to properties disposed of in prior periods.
+Added: 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 gross sales price of $ 318 million.
+Added: 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.
+Added: On December 29, 2023, the Company completed the sale of Freeport Commons, located in Freeport, NY, for a gross 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.
−Removed: 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.
+Added: On December 13, 2023, the Company sold a parcel of its Tonnelle Commons property located in North Bergen, NJ for a gross price of $ 22 million.
The parcel comprised approximately 75,000 sf and included a self-storage facility.
−Removed: On October 20, 2023, the Company completed the sale of its East Hanover Warehouses portfolio for a price of $ 217.5 million.
+Added: On October 20, 2023, the Company completed the sale of its East Hanover Warehouses portfolio for a gross price of $ 217.5 million.
The East Hanover Warehouses comprised seven buildings, totaling 1.2 million sf.
1 unchanged sentence
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.
−Removed: The forward 1031 requirements were satisfied with the Boston acquisitions on October 23, 2023 and the exchange agreement was terminated.
−Removed: During the year ended December 31, 2022, no dispositions were completed by the Company.
−Removed: 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.
−Removed: 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.
+Added: The forward 1031 Exchange requirements were satisfied with the Boston acquisitions on October 23, 2023 and the Exchange agreement was terminated.
+Added: Real Estate Held for Sale
+Added: During the fourth quarter of 2024, the Company executed a contract with a third-party buyer to sell a portion of Bergen Town Center East, located in Paramus, NJ, for a gross purchase price of $ 25 million.
+Added: As of December 31, 2024, the portion of the property under contract met the criteria to be classified as held for sale and the aggregate carrying value of $ 10.3 million was reclassified and included in prepaid expenses and other assets on our consolidated balance sheets.
IDENTIFIED INTANGIBLE ASSETS AND LIABILITIES
The following table summarizes our identified intangible assets and liabilities:
−Removed: (Amounts in thousands) December 31, 2023 December 31, 2022
+Added: (Amounts in thousands) December 31, 2024
+Added: December 31, 2023
In-place leases $ 164,291 $ 148,668
9 unchanged sentences
Amortization of acquired below-market leases, net of acquired above-market leases resulted in rental income of $ 9.7 million , $ 8.2 million , and $ 6.7 million for the years ended December 31, 2024, 2023 and 2022, respectively.
−Removed: 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.
−Removed: 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 $ 30.3 million , $ 13.5 million , and $ 10.9 million for the years ended December 31, 2024, 2023 and 2022, respectively.
11 unchanged sentences
(Amounts in thousands) Maturity December 31, 2024 2024 2023
−Removed: First mortgages secured by:
+Added: Mortgages secured by:
Variable rate
1 unchanged sentence
11/15/2024 — % $ — $ 26,930
−Removed: Greenbrook Commons (1)
−Removed: 11/15/2024 7.34 % 25,065 25,581
Gun Hill Commons (1)
12/1/2024 — % — 23,696
−Removed: Plaza at Cherry Hill (2)
−Removed: 6/15/2025 — % — 29,000
Plaza at Woodbridge (2)
1 unchanged sentence
Total variable rate debt 50,905 102,904
−Removed: Hudson Mall 12/1/2023 — % — 21,380
−Removed: Yonkers Gateway Center 4/6/2024 4.16 % 23,148 24,996
−Removed: Brick Commons 12/10/2024 3.87 % 47,683 48,636
West End Commons 12/10/2025 3.99 % 23,717 24,196
13 unchanged sentences
Marlton Commons 12/1/2028 3.86 % 36,024 36,725
−Removed: East Hanover Warehouses (8)
−Removed: 12/1/2028 — % — 40,700
Union (Vauxhall) (4)
+Added: 12/10/2028 — % — 45,202
+Added: Yonkers Gateway Center (5)
+Added: 4/10/2029 6.30 % 50,000 23,148
+Added: Ledgewood Commons 5/5/2029 6.03 % 50,000 —
The Shops at Riverwood 6/24/2029 4.25 % 20,958 21,326
Shops at Bruckner 7/1/2029 6.00 % 37,350 37,817
+Added: Greenbrook Commons (6)
9/1/2029 6.03 % 31,000 25,065
Huntington Commons 12/5/2029 6.29 % 43,704 43,704
−Removed: Freeport Commons (9)
−Removed: 12/10/2029 — % — 43,100
Bergen Town Center 4/10/2030 6.30 % 290,000 290,000
−Removed: 4/10/2030 6.30 % 290,000 300,000
The Outlets at Montehiedra 6/1/2030 5.00 % 73,551 75,590
2 unchanged sentences
Garfield Commons 12/1/2030 4.14 % 38,886 39,607
+Added: The Village at Waugh Chapel (8)
+Added: 12/1/2031 3.76 % 55,071 —
+Added: Brick Commons (9)
+Added: 12/10/2031 5.20 % 50,000 47,683
Woodmore Towne Centre 1/6/2032 3.39 % 117,200 117,200
1 unchanged sentence
Shops at Caguas 8/1/2033 6.60 % 81,504 82,000
−Removed: 8/1/2033 6.60 % 82,000 119,633
+Added: Briarcliff Commons 10/1/2034 5.47 % 30,000 —
Mount Kisco Commons (10)
+Added: 11/15/2034 6.40 % 10,390 11,098
Total fixed rate debt 1,532,915 1,487,831
2 unchanged sentences
Total mortgages payable, net of unamortized debt issuance costs $ 1,569,753 $ 1,578,110
−Removed: (1) Bears interest at one month SOFR plus 200 bps.
(1) The Company paid off the loan prior to maturity on January 2, 2024.
−Removed: (2) The Company paid off the loan prior to maturity on June 23, 2023.
−Removed: The loan had an interest rate of 8.75 % on the payoff date.
(2) 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.
+Added: (3) On June 27, 2024, the property was foreclosed on and the lender took possession, discharging the Company of all assets and liabilities associated with it.
+Added: As a result, the Company recognized a $ 21.7 million gain on extinguishment of debt in the second quarter of 2024.
+Added: (4) On October 29, 2024, the Company sold the property and the outstanding $ 44.5 million mortgage was assumed by the buyer at closing.
+Added: (5) On March 28, 2024, the Company refinanced the mortgage on Yonkers Gateway Center with a new 5 -year, $ 50 million loan.
+Added: (6) The Company paid off the previous variable rate loan in January 2024.
+Added: On August 29, 2024, the Company obtained a new 5 -year, $ 31 million fixed rate loan.
(7) 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.
−Removed: (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.
−Removed: In May 2023, the mortgage was transferred to special servicing at the Company's request.
−Removed: (6) On June 23, 2023, the Company refinanced the mortgage on our Shops at Bruckner property with a new 6 -year, $ 38 million loan.
−Removed: (7) On August 30, 2023, the Company refinanced the mortgage on our Shops at Caguas property with a new 10 -year, $ 82 million loan.
−Removed: (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.
−Removed: In connection with the early payment, the Company recognized a $ 0.6 million loss on extinguishment of debt.
−Removed: (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.
−Removed: In connection with the early payment, the Company recognized a $ 0.8 million loss on extinguishment of debt.
−Removed: (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.
+Added: (8) On October 29, 2024, the Company assumed the mortgage in connection with the acquisition of The Village at Waugh Chapel.
+Added: The mortgage payable balance includes a $ 4.9 million debt mark-to-market discount.
+Added: (9) On November 21, 2024, the Company refinanced the mortgage secured by Brick Commons with a new 7 -year, $ 50 million loan.
+Added: (10) Mortgage payable balance includes a $ 0.6 million debt mark-to-market discount.
The net carrying amount of real estate collateralizing the above indebtedness amounted to approximately $ 1.5 billion as of December 31, 2024.
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.
−Removed: 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.
−Removed: As of December 31, 2023, the principal repayments for the next five years and thereafter are as follows:
+Added: As of December 31, 2024, we were in compliance with all debt covenants.
+Added: As of December 31, 2024, the principal repayments of the Company’s total outstanding debt for the next five years and thereafter are as follows:
(Amounts in thousands)
3 unchanged sentences
Revolving Credit Agreement
−Removed: On January 15, 2015, we entered into a $ 500 million Revolving Credit Agreement (the “Agreement”) with certain financial institutions.
−Removed: On March 7, 2017, we amended and extended the Agreement.
+Added: On January 15, 2015, we entered into a $ 500 million Revolving Credit Agreement with certain financial institutions.
+Added: On March 7, 2017, we amended and extended the Revolving Credit Agreement.
The amendment increased the credit facility size by $ 100 million to $ 600 million and extended the maturity date to March 7, 2021 with two six-month extension options.
−Removed: On July 29, 2019, we entered into a second amendment to the Agreement to extend the maturity date to January 29, 2024 with two six-month extension options.
−Removed: On June 3, 2020, we entered into a third amendment to the Agreement, which among other things, modifies certain definitions and the measurement period for certain financial covenants to a trailing four-quarter period instead of the most recent quarter period annualized.
−Removed: On August 9, 2022, we restated and amended the Agreement, in order to, among other things, increase the credit facility size by $ 200 million to $ 800 million and extend the maturity date to February 9, 2027, with two six -month extension options.
−Removed: Borrowings under the amended and restated Agreement are subject to interest at SOFR plus 1.05 % to 1.50 % and an annual facility fee of 15 to 30 basis points.
+Added: On July 29, 2019, we entered into a second amendment to the Revolving Credit Agreement to extend the maturity date to January 29, 2024 with two six-month extension options.
+Added: On June 3, 2020, we entered into a third amendment to the Revolving Credit Agreement, which among other things, modifies certain definitions and the measurement period for certain financial covenants to a trailing four-quarter period instead of the most recent quarter period annualized.
+Added: On August 9, 2022, we restated and amended the Revolving Credit Agreement, in order to, among other things, increase the credit facility size by $ 200 million to $ 800 million and extend the maturity date to February 9, 2027, with two six-month extension options.
+Added: Borrowings under the Revolving Credit Agreement are subject to interest at SOFR plus 1.03 % to 1.50 % and an annual facility fee of 15 to 30 basis points.
Both the spread over SOFR and the facility fee are based on our current leverage ratio and are subject to change.
−Removed: The Agreement contains customary financial covenants including a maximum leverage ratio of 60 % and a minimum fixed charge coverage ratio of 1.5 x.
−Removed: During the year ended December 31, 2023, the Company obtained five letters of credit issued under the Agreement, aggregating $ 30.1 million.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: The Revolving Credit Agreement contains customary financial covenants including a maximum leverage ratio of 60 % and a minimum fixed charge coverage ratio of 1.5 x.
+Added: The Company has obtained seven letters of credit issued under the Revolving Credit Agreement, aggregating $ 32.1 million.
+Added: The letters of credit that were issued were provided to mortgage lenders and other entities to secure the Company’s obligations in relation to certain reserves and capital requirements.
+Added: The letters of credit issued under the Revolving Credit Agreement have reduced the amount available under the facility commensurate with the face values but remain undrawn and no separate liability has been recorded in association with them.
+Added: On October 25, 2024, the Company borrowed $ 65 million under its Revolving Credit Agreement and subsequently repaid $ 15 million of the balance.
+Added: As of December 31, 2024, $ 50 million was outstanding under the Revolving Credit Agreement with an available remaining balance of $ 717.9 million under the facility, including undrawn letters of credit.
+Added: Financing costs associated with executing the Revolving Credit Agreement of $ 3.4 million and $ 5.1 million as of December 31, 2024 and 2023, respectively, are included in the prepaid expenses and other assets line item of the consolidated balance sheets, as deferred financing costs, net.
Financing Activity
−Removed: 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.
+Added: In connection with the acquisition of The Village at Waugh Chapel on October 29, 2024, the Company assumed a $ 60 million fixed rate mortgage secured by the property with an interest rate of 3.76 % and remaining term of approximately 7 years.
+Added: On September 13, 2024, the Company obtained a 10 -year, $ 30 million mortgage loan secured by its property Briarcliff Commons, located in Morris Plains, NJ.
The loan bears interest at a fixed rate of 5.47 %.
−Removed: 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.
−Removed: As of December 31, 2023 the letter of credit remains undrawn and we have not recorded any liabilities associated with it.
−Removed: 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.
+Added: On August 29, 2024, the Company obtained a 5 -year, $ 31 million mortgage loan secured by its property Greenbrook Commons, located in Watchung, NJ.
The loan bears interest at a fixed rate of 6.03 %.
+Added: On May 3, 2024, the Company obtained a 5 -year, $ 50 million mortgage loan secured by its property Ledgewood Commons, located in Roxbury Township, NJ.
+Added: The loan bears interest at a fixed rate of 6.03 %.
Refinancing Activity
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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 %.
−Removed: The proceeds from the new loan were used to pay off the Company’s previous mortgage on the property.
−Removed: 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.
−Removed: 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.
−Removed: 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 %.
−Removed: 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.
−Removed: 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.
−Removed: As of December 31, 2023 the letter of credit remains undrawn and we have not recorded any liabilities associated with it.
−Removed: 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 %.
−Removed: 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.
−Removed: 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.
−Removed: As of December 31, 2023 the letters of credit remain undrawn and we have not recorded any liabilities associated with them.
+Added: On November 21, 2024, the Company refinanced the mortgage secured by its property Brick Commons with a new 7 -year, $ 50 million loan bearing interest at a fixed rate of 5.20 %.
+Added: The proceeds from the new loan were used to pay off the previous mortgage on the property which had an outstanding balance of $ 46.8 million.
+Added: On March 28, 2024, the Company refinanced the mortgage secured by its property, Yonkers Gateway Center, with a new 5 -year, $ 50 million mortgage loan bearing interest at a fixed rate of 6.30 %.
+Added: The proceeds from the new loan were used to pay off the previous mortgage on the property which had an outstanding balance of $ 22.7 million.
Mortgage Repayments
−Removed: 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.
−Removed: 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.
−Removed: 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 %.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: As a result of the early payoff, the Company recognized a $ 0.3 million loss on extinguishment of debt.
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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: As a result of these events, the Company notified the servicer that the projected cash flows generated by the property would be insufficient to cover debt service and that it was unwilling to fund the shortfalls.
+Added: In May 2023, the loan was transferred to special servicing at the Company’s request, and per the terms of the loan agreement, the Company began to accrue default interest at a rate of 5 % on the outstanding principal balance.
+Added: On June 27, 2024, the foreclosure process was completed and the lender took possession of the property, eliminating the $ 68.6 million mortgage liability secured by the property and resulting in a $ 21.7 million gain on extinguishment of debt.
Mortgage on The Outlets at Montehiedra
10 unchanged sentences
The Company satisfied its REIT distribution requiremen t by distributing $ 0.68 , $ 0.64 and $ 0.64 per common share in 2024, 2023 and 2022, respectively.
−Removed: 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.
+Added: The distributions comprised a regular quarterly cash dividend of $ 0.17 per common share declared for each quarter of 2024 and a regular quarterly cash dividend of $ 0.16 per common share declared for each quarter of 2023 and 2022.
The taxability of such dividends for the years ended December 31, 2024, 2023 and 2022 are as follows:
15 unchanged sentences
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.
−Removed: 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.
+Added: Refer to Note 6 to the consolidated financial statements included in Part II, Item 8 of the Annual Report on Form 10-K for the year ended December 31, 2023 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, 2024 and 2023, income before income taxes from the Company’s operating activities in the United States was $ 71.1 million and $ 226.4 million, respectively, and in Puerto Rico was $ 6.7 million and $ 51.2 million, respectively.
−Removed: 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.
−Removed: 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.
+Added: For the year ended December 31, 2024, the Puerto Rico income tax expense was $ 2.4 million, as compared to a Puerto Rico income tax expense of $ 18.5 million for the year ended December 31, 2023.
+Added: The decrease was driven by the gain previously noted on the mortgage refinancing at the Shops at Caguas in the third quarter of 2023.
Income taxes are accounted for under the asset and liability method.
Deferred income taxes are recognized for the tax effect of temporary differences between the financial reporting basis and the tax basis of taxable assets and liabilities and for the tax effect of carried forward tax attributes such as net operating losses and tax credits.
−Removed: Income tax expense (benefit) for the years ended December 31, 2023, 2022 and 2021 consists of the following:
+Added: Income tax expense for the years ended December 31, 2024, 2023 and 2022 consist of the following:
Year Ended December 31,
17 unchanged sentences
Puerto Rico income tax provision 2,368 18,470 2,881
−Removed: Change in valuation allowance — — ( 1,453 )
Total income tax expense $ 2,386 $ 17,800 $ 2,903
8 unchanged sentences
Net operating loss 7 7
+Added: Tax credit carryforward (1)
Total deferred tax assets 26,521 22,162
Deferred tax liabilities:
−Removed: Mortgage liability — ( 3,021 )
Straight line rent ( 1,568 ) ( 1,111 )
Amortization of acquired leases ( 126 ) ( 152 )
−Removed: Accrued interest expense — ( 1,213 )
Total deferred tax liabilities ( 1,694 ) ( 1,263 )
Net deferred tax assets $ 24,827 $ 20,899
+Added: (1) As of December 31, 2024, the Company has a Puerto Rico tax credit carryforward totaling $ 3.8 million which, if unused, may be carried forward indefinitely.
Leases as lessor
−Removed: We have approximately 1,000 operating leases at our retail shopping centers, malls and industrial properties which generate rental income from tenants and operating cash flows for the Company.
−Removed: Our tenant base comprises a diverse group of merchants including department stores, supermarkets, discounters, entertainment offerings, health clubs, DIY stores, in-line specialty shops, restaurants and other food and beverage vendors and service providers.
+Added: We have approximately 1,100 operating leases at our retail shopping centers and malls which generate rental income from tenants and operating cash flows for the Company.
+Added: Our tenant base comprises a diverse group of merchants including department stores, grocers, discounters, entertainment offerings, health clubs, DIY stores, in-line specialty shops, restaurants and other food and beverage vendors and service providers.
Tenant leases under 10,000 sf generally have lease terms of 5 years or less.
7 unchanged sentences
Variable lease revenue (1)
+Added: 114,910 102,062 105,592
Total rental revenue $ 444,465 $ 406,112 $ 396,376
+Added: (1) Percentage rent for the years ended December 31, 2024, 2023 and 2022 were $ 3.6 million, $ 3.6 million and $ 3.9 million, respectively.
Property, plant and equipment under operating leases as lessor
9 unchanged sentences
Leases as lessee
−Removed: 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.
+Added: As of December 31, 2024, the Company had 20 properties in its portfolio either completely or partially on land or in a building 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 one to 75 years and provide us the right to operate the property.
−Removed: We also lease or sublease real estate for our two corporate offices with remaining terms of less than one year .
−Removed: During the year ended December 31, 2022, the Company reassessed the lease term of one of its ground leases due to our election to renew the ground lease and remeasured the lease liability by using revised inputs as of the reassessment date of the respective lease.
−Removed: 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.
+Added: We also lease or sublease real estate for our two corporate offices with remaining terms ranging from less than one year to four years .
The components of lease expense for the years ended December 31, 2024, 2023 and 2022 were as follows:
23 unchanged sentences
The undiscounted cash flows to be paid on an annual basis for the next five years and thereafter are presented in the table below.
−Removed: The total amount of lease payments, on an undiscounted basis, are reconciled to the lease liability on the consolidated balance sheet by considering the present value discount.
+Added: The total amount of lease payments, on an undiscounted basis, are reconciled to the lease liability included within accounts payable, accrued expenses and other liabilities on the consolidated balance sheets by considering the present value discount.
(Amounts in thousands) Operating Finance
20 unchanged sentences
Financial assets and liabilities that are measured at fair value on our consolidated balance sheets consist of one interest rate cap and one interest rate swap.
−Removed: We rely on third-party valuations that use market observable inputs, such as credit spreads, yield curves and discount rates, to assess the fair value of these instruments.
+Added: We rely on third-party valuations that use market observable inputs, such as credit spreads, yield
+Added: curves and discount rates, to assess the fair value of these instruments.
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.
14 unchanged sentences
As of December 31, 2024, the Company was a counterparty to two interest rate derivative agreements which have been designated as cash flow hedges.
−Removed: 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 %.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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, 2024 and 2023:
9 unchanged sentences
7.49 % 5.26 % 7/1/2025
−Removed: Montclair interest rate swap $ 1,467 $ 7,250 LIBOR + 2.57 %
+Added: Montclair interest rate swap $ 1,256 $ 7,250 SOFR + 2.57 %
7.76 % 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, 2024 and 2023:
−Removed: (Amounts in thousands) Unrealized Gain Recognized in OCI on Derivatives
−Removed: Years ended December 31,
+Added: Unrealized Gain Recognized in OCI on Derivatives
+Added: (Amounts in thousands) Years ended December 31,
Hedged Instrument 2024 2023
5 unchanged sentences
Financial Assets and Liabilities not Measured at Fair Value
−Removed: Financial assets and liabilities that are not measured at fair value on the consolidated balance sheets include cash and cash equivalents and mortgages payable.
+Added: Financial assets and liabilities that are not measured at fair value on the consolidated balance sheets include cash and cash equivalents, mortgages payable and borrowings under the Company’s unsecured line of credit.
Cash and cash equivalents are carried at cost, which approximates fair value.
−Removed: The fair value of mortgages payable is calculated based on current market prices and discounted cash flows at the current rate at which similar loans would be made to borrowers with similar credit ratings for the remaining term of such debt, which is provided by a third-party specialist.
−Removed: The fair value of cash and cash equivalents is classified as Level 1 and the fair value of mortgages payable is classified as Level 2.
+Added: The fair value of mortgages payable and borrowings under the line of credit are calculated based on current market prices and discounted cash flows at the current rate at which similar loans would be made to
+Added: borrowers with similar credit ratings for the remaining term of such debt, which is provided by a third-party specialist.
+Added: The fair value of cash and cash equivalents is classified as Level 1 and the fair value of mortgages payable and borrowings under the line of credit are classified as Level 2.
The table below summarizes the carrying amounts and fair value of our level 2 financial instruments as of December 31, 2024 and December 31, 2023.
8 unchanged sentences
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.
+Added: There were no impairment charges recognized during the year ended December 31, 2024.
During the first quarter of 2023, the Company recognized an impairment charge of $ 34.1 million on our property, Kingswood Center.
2 unchanged sentences
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.
+Added: On June 27, 2024, the property was foreclosed on and the Company no longer has possession.
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.
1 unchanged sentence
The impairment charge is recorded within the real estate impairment loss line item on our consolidated statements of income and comprehensive income.
−Removed: There were no impairment charges recognized during the year ended December 31, 2022.
−Removed: During the year ended December 31, 2021, the Company recognized impairment charges on two retail properties that the Company was actively marketing.
−Removed: The Company recognized an impairment charge of $ 0.4 million on its property in Westfield, NJ which was sold on July 22, 2021.
−Removed: Additionally, the Company recognized an impairment charge of $ 0.1 million on its ground lease in Vallejo, CA which was sold on December 21, 2021.
−Removed: Prior to these dispositions, the carrying value of these assets exceeded the estimated fair value less costs to sell.
−Removed: The aggregated fair values of $ 7.9 million were based on sale agreements under negotiation with third-party buyers.
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.
−Removed: 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.
+Added: Impairment charges of $ 34.1 million are included as an expense within real estate impairment loss on our consolidated statements of income and comprehensive income for the year ended December 31, 2023.
COMMITMENTS AND CONTINGENCIES
28 unchanged sentences
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.
−Removed: On April 23, 2023, Bed Bath & Beyond filed for Chapter 11 bankruptcy protection.
−Removed: Bed Bath & Beyond had a total of six leases with us, including those with wholly-owned store concepts buybuy Baby and Harmon Face Values.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: During the year ended December 31, 2024, the Company had ten tenants file for Chapter 11 bankruptcy protection:
+Added: Party City, TGI Fridays, Vitamin Shoppe, Big Lots, Red Lobster, Lumber Liquidators, Blink Fitness, Express, Sam Ash Music, and Sticky’s Finger Joint.
+Added: We have four leases with Vitamin Shoppe, three leases with each of Party City and Big Lots, two leases with each of Red Lobster and Lumber Liquidators, and one lease with each of TGI Fridays, Blink Fitness, Express, Sam Ash Music and Sticky’s Finger Joint that were impacted by the bankruptcy filings.
+Added: One of the Company’s leases with Lumber Liquidators and its sole leases with TGI Fridays, Sam Ash Music and Blink Fitness were rejected in the bankruptcy proceedings and the tenants vacated during 2024.
+Added: Red Lobster, Express and Sticky’s Finger Joint exited bankruptcy during the year and remain open and operating.
+Added: Effective January 2025, one of our leases with Big Lots was rejected and the tenant vacated the premise.
+Added: The ten remaining active leases total 117,000 sf and generate $ 3.1 million in annual rental revenue.
+Added: Given the recent bankruptcy filings, it is uncertain whether these stores will continue to operate, close permanently, or whether they will be sold to other operators as part of the bankruptcy proceedings.
Letters of Credit
−Removed: As of December 31, 2023, the Company had five letters of credit issued under our Revolving Credit Agreement aggregating $ 30.1 million.
−Removed: These letters were provided to mortgage lenders to secure the Company’s obligations for certain capital requirements per the respective mortgage agreements.
−Removed: 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.
+Added: As of December 31, 2024, the Company had seven letters of credit issued under our Revolving Credit Agreement aggregating $ 32.1 million.
+Added: These letters were provided to mortgage lenders and other entities to secure the Company’s obligations in relation to certain reserves and capital requirements.
+Added: If a lender or other entity were to draw on a letter of credit, the Company would have the option to pay the capital commitment directly to the holder of the letter 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, 2024, the letters remain undrawn and there is no separate liability recorded in connection with their issuance.
PREPAID EXPENSES AND OTHER ASSETS
−Removed: The following is a summary of the composition of the prepaid expenses and other assets in the consolidated balance sheets:
+Added: The following is a summary of the composition of the prepaid expenses and other assets on the consolidated balance sheets:
(Amounts in thousands) December 31, 2024 December 31, 2023
1 unchanged sentence
Deferred tax asset, net 24,827 20,899
+Added: Real estate held for sale 10,286 —
Deferred financing costs, net of accumulated amortization of $ 10,571 and $ 8,920 , respectively
6 unchanged sentences
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES
−Removed: The following is a summary of the composition of accounts payable, accrued expenses and other liabilities in the consolidated balance sheets:
+Added: The following is a summary of the composition of accounts payable, accrued expenses and other liabilities on the consolidated balance sheets:
(Amounts in thousands) December 31, 2024 December 31, 2023
24 unchanged sentences
In connection with any forward sale agreement, a forward purchaser will, at the Company’s request, borrow from third parties, through its forward seller, and sell a number of shares equal to the amount provided in such agreement.
−Removed: As of December 31, 2023, the Company has not issued any common shares under the ATM Program.
−Removed: Future sales will depend on a variety of factors including, but not limited to, market conditions, the trading price of our common shares, and our capital needs.
+Added: During the year ended December 31, 2024, the Company issued 7,097,124 common shares at a weighted average gross price of $ 18.71 per share under the ATM Program, generating cash proceeds of $ 131.1 million, net of commissions paid to distribution agents.
+Added: In addition, we incurred $ 1.7 million of offering expenses related to the issuance of these common shares.
+Added: No common shares were issued under the ATM Program in the years ended December 31, 2023 and 2022.
+Added: Actual future sales will depend on a variety of factors including, but not limited to, market conditions, the trading price of our common shares, and our capital needs.
The Company has no obligation to sell any shares under the ATM Program.
−Removed: 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
−Removed: In March 2020, the Company’s Board of Trustees authorized a share repurchase program for up to $ 200 million of the Company’s common shares.
+Added: The Company has a share repurchase program for up to $ 200 million of the Company’s common shares.
Under the program, the Company may repurchase its shares from time to time in the open market or in privately negotiated transactions in compliance with Securities and Exchange Commission Rule 10b-18.
13 unchanged sentences
Dividends and Distributions
−Removed: 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.
−Removed: 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, 2024, the Company declared distributions on our common shares and OP units of $ 0.68 per share/unit.
This comprised regular quarterly dividends of $ 0.17 per common share and OP unit declared for each quarter in 2024.
+Added: 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.
+Added: This comprised regular quarterly dividends of $ 0.16 per common share and OP unit declared for each quarter in 2023 and 2022.
We have a Dividend Reinvestment Plan (the “DRIP”), whereby shareholders may use their dividends to purchase shares.
2 unchanged sentences
Noncontrolling interests in the Operating Partnership reflected on the consolidated balance sheets of the Company are comprised of OP units and limited partnership interests in the Operating Partnership in the form of LTIP unit awards.
−Removed: LTIP unit awards were granted to certain executives pursuant to our 2015 Omnibus Share Plan (the “Omnibus Share Plan”) and our 2018 Inducement Equity Plan (the “Inducement Plan”).
+Added: LTIP unit awards were granted to certain executives pursuant to our 2024 Omnibus Share Plan, 2015 Omnibus Share Plan and our 2018 Inducement Equity Plan.
OP units were issued to contributors in exchange for their property interests in connection with the Company’s property acquisitions in 2017.
9 unchanged sentences
Omnibus Share Plan
−Removed: 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.
−Removed: Pursuant to the Omnibus Share Plan, stock options, LTIP units, operating partnership units and restricted shares were granted.
−Removed: 2021 Long-Term Incentive Plan
−Removed: On February 10, 2021, the Company established the 2021 Long-Term Incentive Plan (“2021 LTI Plan”) under the Omnibus Share Plan.
−Removed: 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).
−Removed: The total grant date fair value under the 2021 LTI Plan was $ 7.8 million, comprising both performance-based and time-based awards.
−Removed: Performance-based awards
−Removed: 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.
−Removed: The Company granted performance-based awards under the 2021 LTI Plan that represent 398,977 LTIP units.
−Removed: 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.
−Removed: Assumptions include historical volatility ( 49.9 %), risk-free interest rates ( 0.2 %), and historical daily return as compared to certain peer companies.
−Removed: 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 %.
−Removed: The Relative TSR component is based on the Company’s performance compared to a peer group comprised of 13 companies.
−Removed: 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.
−Removed: 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.
−Removed: Time-based awards
−Removed: 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 .
−Removed: 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.
−Removed: 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.
+Added: On January 7, 2015, our board and initial shareholders approved the Urban Edge Properties Omnibus Share Plan, under which awards may be granted up to a maximum of 15,000,000 of our common shares or share equivalents.
+Added: On May 1, 2024, the board and shareholders approved the Urban Edge Properties 2024 Omnibus Share Plan, under which awards may be granted up to a maximum of 7,400,000 of our common shares or share equivalents.
+Added: The Urban Edge Properties 2024 Omnibus Share Plan replaces the previous share plan approved in January 2015 and are collectively referred to as the “Omnibus Share Plans”.
+Added: Pursuant to the Omnibus Share Plans, stock options, LTIP units, operating partnership units and restricted shares were granted.
2022 Long-Term Incentive Plan
−Removed: On February 11, 2022, the Company established the 2022 Long-Term Incentive Plan (“2022 LTI Plan”) under the Omnibus Share Plan.
+Added: On February 11, 2022, the Company established the 2022 Long-Term Incentive Plan (“2022 LTI Plan”) under the Omnibus Share Plans.
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.
11 unchanged sentences
If the Company’s performance-based awards are between such thresholds, earnings will be determined using linear interpolation.
−Removed: 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.
+Added: During the year ended December 31, 2024, 2023 and 2022, respectively, we recognized $ 1.0 million, $ 0.8 million and $ 0.7 million of compensation expense related to the performance-based awards under the 2022 LTI Plan.
Time-based awards
1 unchanged sentence
As of December 31, 2024, 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.
−Removed: 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.
+Added: During the years ended December 31, 2024, 2023 and 2022, respectively, we recognized $ 0.7 million, $ 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
−Removed: On February 10, 2023, the Company established the 2023 Long-Term Incentive Plan (“2023 LTI Plan”) under the Omnibus Share Plan.
+Added: On February 10, 2023, the Company established the 2023 Long-Term Incentive Plan (“2023 LTI Plan”) under the Omnibus Share Plans.
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.
4 unchanged sentences
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.
−Removed: granted performance-based awards under the 2023 LTI Plan representing 309,611 units.
+Added: The Company 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.
6 unchanged sentences
If the Company’s performance-based awards are between such thresholds, earnings will be determined using linear interpolation.
+Added: During the years ended December 31, 2024 and 2023, respectively, we recognized $ 1.4 million and $ 0.9 million of compensation expense related to the performance-based awards under the 2023 LTI Plan.
+Added: Time-based awards
+Added: The time-based awards granted under the 2023 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 .
+Added: As of December 31, 2024, the Company granted time-based awards under the 2023 LTI Plan that represent 257,561 LTIP units with a grant date fair value of $ 3.7 million.
+Added: During the years ended December 31, 2024 and 2023, respectively, we recognized $ 1.0 million and $ 1.1 million of compensation expense related to the time-based awards under the 2023 LTI Plan.
+Added: 2024 Long-Term Incentive Plan
+Added: On February 9, 2024, the Company established the 2024 Long-Term Incentive Plan (“2024 LTI Plan”) under the Omnibus Share Plans.
+Added: 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
+Added: solely on the passage of time.
+Added: 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 SP NOI growth targets are achieved by the Company over a three-year performance period.
+Added: The total grant date fair value under the 2024 LTI Plan was $ 7.5 million, comprising both performance-based and time-based awards as described further below:
+Added: Performance-based awards
+Added: For the performance-based awards under the 2024 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 9, 2024 and ending on February 8, 2027.
+Added: 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, 2024 and ending on December 31, 2026.
+Added: The Company granted performance-based awards under the 2024 LTI Plan representing 295,892 units.
+Added: The fair value of the performance-based award portion of the 2024 LTI Plan on the grant date was $ 3.8 million using a Monte Carlo simulation to estimate the fair value of the Absolute and Relative components through a risk-neutral premise.
+Added: Assumptions include historical volatility ( 29.9 %), risk-free interest rates ( 4.3 %), and historical daily return as compared to certain peer companies.
+Added: 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 %.
+Added: The relative TSR component is based on the Company’s performance compared to a peer group comprised of 10 companies.
+Added: 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.
+Added: Under the relative FFO growth performance, 50 % of the LTIP units will be earned if the Company’s FFO growth over the Relative FFO Performance Period is equal to the 35 th percentile, 100 % will be earned if the Company’s FFO growth over the Relative FFO Performance Period is equal to the 55 th percentile, and 200 % will be earned if the Company’s FFO growth over the Relative FFO Performance Period is equal to or above the 75 th percentile.
+Added: 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.
+Added: If the Company’s performance-based awards are between such thresholds, earnings will be determined using linear interpolation.
During the year ended December 31, 2024, we recognized $ 0.9 million of compensation expense related to the performance-based awards under the 2024 LTI Plan.
4 unchanged sentences
2025 Long-Term Incentive Plan
−Removed: On February 9, 2024, the Company established the 2024 Long-Term Incentive Plan (“2024 LTI Plan”) under the Omnibus Share Plan.
+Added: On January 31, 2025, the Company established the 2025 Long-Term Incentive Plan (“2025 LTI Plan”) under the Omnibus Share Plans.
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).
−Removed: 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.
+Added: As part of the 2025 LTI Plan, participants other than our named executive officers may receive restricted stock awards or LTIP unit awards subject to a three-year vesting period.
The total grant date fair value under the 2025 LTI Plan was $ 8.8 million, comprising both performance-based and time-based awards.
Other Long Term Incentive Plans
−Removed: 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”).
−Removed: 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.
+Added: The Company has several long-term incentive plans that were previously established under the Omnibus Share Plans 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”), 2020 Long-Term Incentive Plan (“2020 LTI Plan”), and 2021 Long-Term Incentive Plan (“2021 LTI Plan”).
+Added: The plans are multi-year, equity compensation programs under which participants, including our Chairman and Chief Executive Officer, have the
+Added: 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 $ 38.5 million.
−Removed: 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.
−Removed: As of December 31, 2023, there was less than $ 0.1 million of unrecognized compensation cost related to the 2019 LTI Plan.
+Added: In the years ending December 31, 2024, 2023, and 2022 we recognized $ 1.0 million, $ 2.3 million and $ 4.8 million, respectively, of compensation expense related to the 2017 OPP, 2018 LTI Plan, 2019 LTI Plan, 2020 LTI Plan, and 2021 LTI Plan.
+Added: As of December 31, 2024, there was $ 0.2 million of unrecognized compensation cost related to the 2020 LTI Plan.
2024 Equity Matching Award
−Removed: 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 .
−Removed: The program is designed to enhance retention and increase employee ownership in the
−Removed: Company to further align with shareholder interests.
+Added: The Compensation Committee approved a Matching Award pursuant to which officers of the Company may elect to forgo all or a portion (in 25 % increments) of their 2024 cash bonuses, and instead, receive LTIP units with a grant date fair value equal to the cash forgone, 20 % of which are matched by the Company and all of which vest ratably over three years .
+Added: The program is designed to enhance retention and increase employee ownership in the Company to further align with shareholder interests.
+Added: On January 31, 2025, the Compensation Committee approved the grant of $ 6.7 million under the Matching Award, which reflects both the cash bonus forgone and the portion matched by the Company.
+Added: 2023 Equity Matching Award
+Added: The Compensation Committee approved a 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 .
+Added: 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.
2 unchanged sentences
The following table presents trustee awards granted over the last three years:
−Removed: Award Date Award Type # of Units Granted Weighted Average Grant Date Fair Value
+Added: Award Date Award Type # of Units Granted Weighted Average Grant Date Fair Value Per Unit
May 6, 2024 LTIP 40,025 $ 14.99
1 unchanged sentence
May 6, 2024 RSU 7,036 17.06
+Added: May 3, 2023 LTIP 56,556 12.73
+Added: May 3, 2023 DSU 10,050 11.94
+Added: May 3, 2023 RSU 8,293 14.47
March 15, 2023 RSU 8,352 13.94
3 unchanged sentences
June 10, 2022 LTIP 51,498 13.99
−Removed: November 22, 2021 LTIP 10,208 14.17
−Removed: July 1, 2021 LTIP 12,254 15.02
−Removed: May 5, 2021 DSU 6,476 15.44
−Removed: May 5, 2021 LTIP 39,756 15.09
Shares Under Option
1 unchanged sentence
As of December 31, 2024 and 2023, the Company had 2,603,664 and 2,930,762 , respectively, of shares under options with a weighted average exercise price per share of $ 24.10 and $ 23.69 , respectively.
−Removed: No options were granted or exercised during the year ended December 31, 2023.
−Removed: 1,000,000 options were forfeited during the year ended December 31, 2023 with a weighted average exercise price per share of $ 21.72 .
+Added: No options were granted or forfeited during the year ended December 31, 2024.
+Added: 327,098 options were exercised during the year ended December 31, 2024 with a weighted average exercise price per share of $ 20.48 .
As of December 31, 2024, the remaining average contractual term of shares under options was 0.31 years.
8 unchanged sentences
Unvested at December 31, 2024 106,814 $ 16.81
−Removed: 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 .
+Added: During the year ended December 31, 2024, we granted 63,041 restricted shares that are subject to forfeiture and vest over periods ranging from one to three years .
The total grant date value of the 42,037 restricted shares vested during the year ended December 31, 2024 was $ 0.7 million.
3 unchanged sentences
During the years ended December 31, 2024, 2023 and 2022, 5,838 , 825 , and 75,962 units were forfeited, respectively.
−Removed: During the year ended December 31, 2023, there were 20,000 restricted units converted to common shares.
−Removed: There were no restricted units converted to common shares during the years ended December 31, 2022 and 2021.
−Removed: As of December 31, 2023 the remaining 523,160 units vest over a weighted average period of approximately two years .
+Added: During the years ended December 31, 2024 and 2023, there were 301,583 and 20,000 restricted units converted to common shares, respectively.
+Added: There were no restricted units converted to common shares during the year ended December 31, 2022.
+Added: As of December 31, 2024 the remaining 1,379,717 units vest over a weighted average period of approximately six years .
Share-Based Compensation Expense
13 unchanged sentences
(2) Performance-based LTI expense includes the 2017 OPP plan and the performance-based portion of the 2024, 2023, 2022, 2021, 2020, and 2019 LTI Plans.
−Removed: 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.
−Removed: This expense is expected to be recognized over a weighted average period of two years .
+Added: As of December 31, 2024, we had a total of $ 16.6 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 Plans.
+Added: This expense is expected to be recognized over a weighted average period of four years .
EARNINGS PER SHARE AND UNIT
3 unchanged sentences
Restricted shares issued pursuant to our share-based compensation program are considered participating securities, and as such, have non-forfeitable rights to receive dividends.
−Removed: Diluted EPS was computed using the treasury stock method for LTIP and OP units.
−Removed: 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.
+Added: 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, 2024, 2023, and 2022, there were options outstanding for 2,603,664 , 2,930,762 , and 3,930,762 shares, respectively, that potentially could be exercised for common shares.
1 unchanged sentence
In addition, as of December 31, 2024 there were 106,814 unvested restricted shares outstanding that potentially could become unrestricted common shares.
−Removed: 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.
+Added: The computation of diluted EPS for the years ended December 31,
+Added: 2024, 2023 and 2022 included 107,821 , 90,804 , and 59,459 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 earnings per share, as they are redeemable for common shares on a one -for-one basis.
32 unchanged sentences
Earnings per unit - Diluted $ 0.60 $ 2.13 $ 0.39
−Removed: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
+Added: SEGMENT REPORTING
+Added: Our primary business is the ownership, management, acquisition, development, and redevelopment of retail shopping centers and malls.
+Added: Substantially all of our revenues are derived from contractual rents and tenant expense reimbursements as outlined within individual lease agreements.
+Added: We do not distinguish our primary business or group our operations on a geographical basis for purposes of measuring performance and allocating resources.
+Added: We review operating and financial information for each property on an individual basis and therefore each property represents an individual operating segment.
+Added: Our properties are aggregated into a single reportable segment due to the similarities with regard to the nature and economics of the properties, tenants and operations, as well as long-term average financial performance and the fact that they are operated using consistent business strategies.
+Added: The Company’s CODM, its Chief Executive Officer, reviews operating and financial information at the individual operating segment using property net operating income (“Property NOI”) as the key measure to assess performance and allocate resources.
+Added: Property NOI is defined as all revenues and expenses incurred at the property level excluding non-cash rental income and expenses, impairments on depreciable real estate, lease termination income, interest and debt expense, and gains or losses from sale of real estate and debt extinguishments.
+Added: Property NOI excludes corporate level transactions.
+Added: The CODM also uses Property NOI and its components to monitor budget versus actual results, perform variance analysis of current results to prior period results, and forecast future performance.
+Added: Company resources are allocated by evaluating the operating results of the individual segments and business as a whole as well as considering capital needs and future projections, and deploying them across the various business functions as deemed necessary while ensuring the uses align with the Company’s overall business strategy.
+Added: The CODM does not review asset information as a measure to assess performance.
+Added: The following table provides the components of Property NOI related to our single reportable segment for the years ended December 31, 2024, 2023 and 2022:
+Added: Year Ended December 31,
+Added: (Amounts in thousands) 2024 2023 2022
+Added: Property rentals $ 312,674 $ 291,717 $ 286,747
+Added: Tenant expense reimbursements 119,141 104,756 103,787
+Added: Total property revenues 431,815 396,473 390,534
+Added: Real estate taxes 70,521 66,756 63,688
+Added: Property operating 79,159 68,997 74,797
+Added: Lease expense 9,559 11,110 11,540
+Added: Total property operating expenses 159,239 146,863 150,025
+Added: Property net operating income $ 272,576 $ 249,610 $ 240,509
+Added: Reconciliation of Property NOI to income before income taxes
+Added: Depreciation and amortization ( 150,389 ) ( 108,979 ) ( 98,432 )
+Added: Interest and debt expense ( 81,587 ) ( 74,945 ) ( 58,979 )
+Added: General and administrative expense ( 37,474 ) ( 37,070 ) ( 43,087 )
+Added: Gain (loss) on extinguishment of debt 21,423 41,144 —
+Added: Real estate impairment loss — ( 34,055 ) —
+Added: Interest income 2,192 2,608 1,056
+Added: Straight-line rents, amortization of above and below-market leases, and other 11,999 11,610 8,257
+Added: Gain on sale of real estate 38,818 217,708 353
+Added: Other (expense) income (1)
+Added: 270 10,045 565
+Added: Income before income taxes $ 77,828 $ 277,676 $ 50,242
+Added: (1) Includes intercompany eliminations, lease expense for our corporate offices and other income and expenses.
+Added: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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.