10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from __________to__________

Commission File Number: 001-36523 (Urban Edge Properties)

Commission File Number: 333-212951-01 (Urban Edge Properties LP)

URBAN EDGE PROPERTIES

URBAN EDGE PROPERTIES LP

(Exact name of Registrant as specified in its charter)

Maryland	(Urban Edge Properties)		47-6311266
Delaware	(Urban Edge Properties LP)		36-4791544
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
888 Seventh Avenue	New York	New York	10019
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code:		(212)	956-2556
Securities registered pursuant to Section 12(b) of the Act:
Title of class	Trading symbol	Name of exchange on which registered
Common shares of beneficial interest, par value $0.01 per share	UE	The New York Stock Exchange

_______________________________

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

        Urban Edge Properties    Yes x   NO o         Urban Edge Properties LP     Yes x   NO o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  

        Urban Edge Properties    Yes  x   NO o         Urban Edge Properties LP     Yes x   NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Urban Edge Properties:

Large Accelerated Filer x Accelerated Filer ☐ Non-Accelerated Filer ☐ Smaller Reporting Company ☐ Emerging Growth Company ☐

Urban Edge Properties LP:

Large Accelerated Filer ☐ Accelerated Filer ☐ Non-Accelerated Filer x Smaller Reporting Company ☐ Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

        Urban Edge Properties o                   Urban Edge Properties LP o   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

        Urban Edge Properties    YES ☐ NO x         Urban Edge Properties LP     YES ☐  NO x

As of July 26, 2024, Urban Edge Properties had 121,334,116 common shares outstanding.

URBAN EDGE PROPERTIES AND URBAN EDGE PROPERTIES LP

QUARTERLY REPORT ON FORM 10-Q

QUARTER ENDED JUNE 30, 2024

TABLE OF CONTENTS

PART I
Item 1.	Financial Statements
	Consolidated Financial Statements of Urban Edge Properties:
	Consolidated Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023	1
	Consolidated Statements of Income and Comprehensive Income for the Three and Six Months Ended June 30, 2024 and 2023 (unaudited)	2
	Consolidated Statements of Changes in Equity for the Three and Six Months Ended June 30, 2024 and 2023 (unaudited)	3
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 (unaudited)	5
	Consolidated Financial Statements of Urban Edge Properties LP:
	Consolidated Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023	7
	Consolidated Statements of Income and Comprehensive Income for the Three and Six Months Ended June 30, 2024 and 2023 (unaudited)	8
	Consolidated Statements of Changes in Equity for the Three and Six Months Ended June 30, 2024 and 2023 (unaudited)	9
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 (unaudited)	11
	Urban Edge Properties and Urban Edge Properties LP
	Notes to Consolidated Financial Statements (unaudited)	13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	40
Item 4.	Controls and Procedures	41
PART II
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Mine Safety Disclosures	43
Item 5.	Other Information	43
Item 6.	Exhibits	43
	Signatures	44

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the period ended June 30, 2024 of Urban Edge Properties and Urban Edge Properties LP. Unless stated otherwise or the context otherwise requires, references to “UE”, “Urban Edge” and “the REIT” mean Urban Edge Properties, a Maryland real estate investment trust (“REIT”), and references to “UELP” and the “Operating Partnership” mean Urban Edge Properties LP, a Delaware limited partnership. References to the “Company,” “we,” “us” and “our” mean collectively UE, UELP and those entities/subsidiaries consolidated by UE.

UELP is the entity through which we conduct substantially all of our business and own, either directly or through subsidiaries, substantially all of our assets. UE is the sole general partner and also a limited partner of UELP. As the sole general partner of UELP, UE has exclusive control of UELP’s day-to-day management.

As of June 30, 2024, UE owned an approximate 94.7% interest in UELP. The remaining approximate 5.3% interest is owned by other limited partners. The other limited partners of UELP are members of management, our Board of Trustees and contributors of property interests acquired. Under the limited partnership agreement of UELP, unitholders may present their common units of UELP for redemption at any time (subject to restrictions agreed upon at the time of issuance of the units that may restrict such right for a period of time). Upon presentation of a common unit for redemption, UELP must redeem the unit for cash equal to the then value of a share of UE’s common shares, as defined by the limited partnership agreement. In lieu of cash redemption by UELP, however, UE may elect to acquire any common units so tendered by issuing common shares of UE in exchange for the common units. If UE so elects, its common shares will be exchanged for common units on a one-for-one basis. This one-for-one exchange ratio is subject to specified adjustments to prevent dilution. UE generally expects that it will elect to issue its common shares in connection with each such presentation for redemption rather than having UELP pay cash. With each such exchange or redemption, UE’s percentage ownership in UELP will increase. In addition, whenever UE issues common shares other than to acquire common units of UELP, UE must contribute any net proceeds it receives to UELP and UELP must issue to UE an equivalent number of common units of UELP. This structure is commonly referred to as an umbrella partnership REIT, or UPREIT.

The Company believes that combining the quarterly reports on Form 10-Q of UE and UELP into this single report provides the following benefits:

•enhances investors’ understanding of UE and UELP by enabling investors to view the business as a whole in the same manner as management views and operates the business;

•eliminates duplicative disclosure and provides a more streamlined and readable presentation because a substantial portion of the disclosure applies to both UE and UELP; and

•creates time and cost efficiencies throughout the preparation of one combined report instead of two separate reports.

Management operates Urban Edge Properties and the Operating Partnership as one business. The management of Urban Edge Properties consists of the same individuals as the management of the Operating Partnership. These individuals are officers of Urban Edge Properties and employees of the Operating Partnership.

The Company believes it is important to understand the few differences between UE and UELP in the context of how UE and UELP operate as a consolidated company. The financial results of UELP are consolidated into the financial statements of UE. UE does not have any other significant assets, liabilities or operations, other than its investment in UELP, nor does it have employees of its own. UELP, not UE, generally executes all significant business relationships other than transactions involving the securities of UE. UELP holds substantially all of the assets of UE and retains the ownership interests in the Company's joint ventures. UELP conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for the net proceeds from equity offerings by UE, which are contributed to the capital of UELP in exchange for units of limited partnership in UELP, as applicable, UELP generates all remaining capital required by the Company’s business. These sources may include working capital, net cash provided by operating activities, borrowings under the Revolving Credit Agreement, the issuance of secured and unsecured debt and equity securities and proceeds received from the disposition of certain properties.

Shareholders’ equity, partners’ capital and noncontrolling interests are the main areas of difference between the consolidated financial statements of UE and UELP. The limited partners of UELP are accounted for as partners’ capital in UELP’s financial statements and as noncontrolling interests in UE’s financial statements. The noncontrolling interests in UELP’s financial statements include the interests of unaffiliated partners in consolidated entities. The noncontrolling interests in UE’s financial statements include the same noncontrolling interests at UELP’s level and limited partners of UELP. The differences between shareholders’ equity and partners’ capital result from differences in the equity issued at UE and UELP levels.

To help investors better understand the key differences between UE and UELP, certain information for UE and UELP in this report has been separated, as set forth below: Item 1. Financial Statements (unaudited), which includes specific disclosures for UE and UELP, Note 14, Equity and Noncontrolling Interest and Note 16, Earnings Per Share and Unit.

This report also includes separate Part I, Item 4. Controls and Procedures sections and separate Exhibits 31 and 32 certifications for each of UE and UELP in order to establish that the requisite certifications have been made and that UE and UELP are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

URBAN EDGE PROPERTIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share and per share amounts)

	June 30,		December 31,
	2024		2023
ASSETS
Real estate, at cost:
Land	$	666,774	$	635,905
Buildings and improvements	2,741,636		2,678,076
Construction in progress	232,690		262,275
Furniture, fixtures and equipment	10,446		9,923
Total	3,651,546		3,586,179
Accumulated depreciation and amortization	(864,210)		(819,243)
Real estate, net	2,787,336		2,766,936
Operating lease right-of-use assets	55,575		56,988
Cash and cash equivalents	78,615		101,123
Restricted cash	22,591		73,125
Tenant and other receivables	25,077		14,712
Receivable arising from the straight-lining of rents	60,159		60,775
Identified intangible assets, net of accumulated amortization of $58,266 and $51,399, respectively	114,526		113,897
Deferred leasing costs, net of accumulated amortization of $21,628 and $21,428, respectively	27,223		27,698
Prepaid expenses and other assets	64,594		64,555
Total assets	$	3,235,696	$	3,279,809
LIABILITIES AND EQUITY
Liabilities:
Mortgages payable, net	$	1,503,030	$	1,578,110
Unsecured credit facility	150,000		153,000
Operating lease liabilities	52,556		53,863
Accounts payable, accrued expenses and other liabilities	88,523		102,997
Identified intangible liabilities, net of accumulated amortization of $48,718 and $46,610, respectively	175,837		170,411
Total liabilities	1,969,946		2,058,381
Commitments and contingencies (Note 10)
Shareholders’ equity:
Common shares: $0.01 par value; 500,000,000 shares authorized and 120,444,011 and 117,652,656 shares issued and outstanding, respectively	1,203		1,175
Additional paid-in capital	1,052,199		1,011,942
Accumulated other comprehensive income	689		460
Accumulated earnings	130,033		137,113
Noncontrolling interests:
Operating partnership	66,092		55,355
Consolidated subsidiaries	15,534		15,383
Total equity	1,265,750		1,221,428
Total liabilities and equity	$	3,235,696	$	3,279,809

See notes to consolidated financial statements (unaudited).

1

URBAN EDGE PROPERTIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
REVENUE
Rental revenue	$	106,358	$	98,773	$	215,905	$	198,127
Other income	188		292		267		379
Total revenue	106,546		99,065		216,172		198,506
EXPENSES
Depreciation and amortization	39,679		25,513		78,253		50,597
Real estate taxes	17,472		16,121		34,475		31,798
Property operating	18,260		15,708		38,766		33,134
General and administrative	9,368		9,907		18,414		18,965
Real estate impairment loss	—		—		—		34,055
Lease expense	3,115		3,156		6,243		6,311
Total expenses	87,894		70,405		176,151		174,860
Gain on sale of real estate	13,447		—		15,349		356
Interest income	661		564		1,349		1,075
Interest and debt expense	(21,896)		(18,131)		(42,473)		(33,424)
Gain (loss) on extinguishment of debt, net	21,699		(489)		21,427		(489)
Income (loss) before income taxes	32,563		10,604		35,673		(8,836)
Income tax expense	(539)		(41)		(1,204)		(747)
Net income (loss)	32,024		10,563		34,469		(9,583)
Less net (income) loss attributable to NCI in:
Operating partnership	(1,739)		(444)		(1,857)		344
Consolidated subsidiaries	474		143		750		383
Net income (loss) attributable to common shareholders	$	30,759	$	10,262	$	33,362	$	(8,856)
Earnings (loss) per common share - Basic:	$	0.26	$	0.09	$	0.28	$	(0.08)
Earnings (loss) per common share - Diluted:	$	0.26	$	0.09	$	0.28	$	(0.08)
Weighted average shares outstanding - Basic	118,859		117,482		118,466		117,466
Weighted average shares outstanding - Diluted	118,971		117,578		118,575		117,466
Net income (loss)	$	32,024	$	10,563	$	34,469	$	(9,583)
Effective portion of change in fair value of derivatives	(53)		(21)		240		(321)
Comprehensive income (loss)	31,971		10,542		34,709		(9,904)
Less comprehensive loss (income) attributable to NCI in:
Operating partnership	3		1		(11)		13
Less net (income) loss attributable to NCI in:
Operating partnership	(1,739)		(444)		(1,857)		344
Consolidated subsidiaries	474		143		750		383
Comprehensive income (loss) attributable to common shareholders	$	30,709	$	10,242	$	33,591	$	(9,164)

See notes to consolidated financial statements (unaudited).

2

URBAN EDGE PROPERTIES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(Unaudited)

(In thousands, except share and per share amounts)

	Common Shares									Noncontrolling Interests (“NCI”)
	Shares	Amount		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated (Deficit) Earnings		Operating Partnership		Consolidated Subsidiaries		Total Equity
Balance, March 31, 2023	117,571,250	$	1,174	$	1,010,522	$	341	$	(74,034)	$	40,262	$	14,224	$	992,489
Net income attributable to common shareholders	—	—		—		—		10,262		—		—		10,262
Net income (loss) attributable to NCI	—	—		—		—		—		444		(143)		301
Other comprehensive loss	—	—		—		(20)		—		(1)		—		(21)
Limited partnership interests:
Units redeemed for common shares	50,000	1		411		—		—		411		—		823
Reallocation of NCI	—	—		1,453		—		—		(2,276)		—		(823)
Common shares issued	18,352	—		217		—		(22)		—		—		195
Dividends to common shareholders ($0.16 per share)	—	—		—		—		(18,794)		—		—		(18,794)
Distributions to redeemable NCI ($0.16 per unit)	—	—		—		—		—		(817)		—		(817)
Contributions from noncontrolling interests	—	—		—		—		—		—		663		663
Share-based compensation expense	—	—		204		—		—		1,998		—		2,202
Share-based awards retained for taxes	—	—		18		—		—		—		—		18
Balance, June 30, 2023	117,639,602	$	1,175	$	1,012,825	$	321	$	(82,588)	$	40,021	$	14,744	$	986,498

	Common Shares									Noncontrolling Interests (“NCI”)
	Shares	Amount		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Earnings (Deficit)		Operating Partnership		Consolidated Subsidiaries		Total Equity
Balance, March 31, 2024	118,815,093	$	1,186	$	1,022,710	$	739	$	119,513	$	63,128	$	15,107	$	1,222,383
Net income attributable to common shareholders	—	—		—		—		30,759		—		—		30,759
Net income (loss) attributable to NCI	—	—		—		—		—		1,739		(474)		1,265
Other comprehensive loss	—	—		—		(50)		—		(3)		—		(53)
Limited partnership interests:
Units redeemed for common shares	6,500	—		64		—		—		64		—		128
Reallocation of NCI	—	—		238		—		—		(366)		—		(128)
Common shares issued	1,622,418	17		28,944		—		(23)		—		—		28,938
Dividends to common shareholders ($0.17 per share)	—	—		—		—		(20,216)		—		—		(20,216)
Distributions to redeemable NCI ($0.17 per unit)	—	—		—		—		—		(1,057)		—		(1,057)
Contributions from noncontrolling interests	—	—		—		—		—		—		901		901
Share-based compensation expense	—	—		243		—		—		2,199		—		2,442
Issuance of accrued LTIP units	—	—		—		—		—		388		—		388
Balance, June 30, 2024	120,444,011	$	1,203	$	1,052,199	$	689	$	130,033	$	66,092	$	15,534	$	1,265,750

See notes to consolidated financial statements (unaudited).

3

	Common Shares									Noncontrolling Interests (“NCI”)
	Shares	Amount		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Operating Partnership		Consolidated Subsidiaries		Total Equity
Balance, December 31, 2022	117,450,951	$	1,173	$	1,011,293	$	629	$	(36,104)	$	39,209	$	13,906	$	1,030,106
Net loss attributable to common shareholders	—	—		—		—		(8,856)		—		—		(8,856)
Net loss attributable to NCI	—	—		—		—		—		(344)		(383)		(727)
Other comprehensive loss	—	—		—		(308)		—		(13)		—		(321)
Limited partnership interests:
Units redeemed for common shares	70,000	1		572		—		—		572		—		1,145
Reallocation of NCI	—	—		345		—		—		(1,490)		—		(1,145)
Common shares issued	126,288	1		238		—		(44)		—		—		195
Dividends to common shareholders ($0.32 per share)	—	—		—		—		(37,584)		—		—		(37,584)
Distributions to redeemable NCI ($0.32 per unit)	—	—		—		—		—		(1,626)		—		(1,626)
Contributions from NCI	—	—		—		—		—		—		1,221		1,221
Share-based compensation expense	—	—		496		—		—		3,713		—		4,209
Share-based awards retained for taxes	(7,637)	—		(119)		—		—		—		—		(119)
Balance, June 30, 2023	117,639,602	$	1,175	$	1,012,825	$	321	$	(82,588)	$	40,021	$	14,744	$	986,498

	Common Shares									Noncontrolling Interests (“NCI”)
	Shares	Amount		Additional Paid-In Capital		Accumulated Other Comprehensive Income		Accumulated Earnings (Deficit)		Operating Partnership		Consolidated Subsidiaries		Total Equity
Balance, December 31, 2023	117,652,656	$	1,175	$	1,011,942	$	460	$	137,113	$	55,355	$	15,383	$	1,221,428
Net income attributable to common shareholders	—	—		—		—		33,362		—		—		33,362
Net income (loss) attributable to NCI	—	—		—		—		—		1,857		(750)		1,107
Other comprehensive income	—	—		—		229		—		11		—		240
Limited partnership interests:
Units redeemed for common shares	38,833	—		368		—		—		368		—		736
Reallocation of NCI	—	—		(6,581)		—		—		5,845		—		(736)
Common shares issued	2,763,639	28		46,185		—		(46)		—		—		46,167
Dividends to common shareholders ($0.34 per share)	—	—		—		—		(40,396)		—		—		(40,396)
Distributions to redeemable NCI ($0.34 per unit)	—	—		—		—		—		(2,336)		—		(2,336)
Contributions from NCI	—	—		—		—		—		—		901		901
Share-based compensation expense	—	—		480		—		—		4,383		—		4,863
Issuance of accrued LTIP units	—	—		—		—		—		609		—		609
Share-based awards retained for taxes	(11,117)	—		(195)		—		—		—		—		(195)
Balance, June 30, 2024	120,444,011	$	1,203	$	1,052,199	$	689	$	130,033	$	66,092	$	15,534	$	1,265,750

See notes to consolidated financial statements (unaudited).

4

URBAN EDGE PROPERTIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Six Months Ended June 30,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	34,469	$	(9,583)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	80,151		52,148
Gain on sale of real estate	(15,349)		(356)
Real estate impairment loss	—		34,055
(Gain) loss on extinguishment of debt, net	(21,427)		489
Amortization of below market leases, net	(2,143)		(3,481)
Noncash lease expense	3,569		3,575
Straight-lining of rent	(1,503)		(1,711)
Share-based compensation expense	4,863		4,209
Change in operating assets and liabilities:
Tenant and other receivables	(1,475)		1,612
Deferred leasing costs	(3,626)		(4,303)
Prepaid expenses and other assets	(2,887)		(1,103)
Lease liabilities	(3,463)		(3,424)
Accounts payable, accrued expenses and other liabilities	(7,021)		(3,678)
Net cash provided by operating activities	64,158		68,449
CASH FLOWS FROM INVESTING ACTIVITIES
Real estate development and capital improvements	(41,564)		(54,739)
Proceeds from sale of real estate	35,183		356
Acquisitions of real estate	(115,549)		(2,071)
Net cash used in investing activities	(121,930)		(56,454)
CASH FLOWS FROM FINANCING ACTIVITIES
Debt repayments	(168,502)		(347,866)
Dividends to common shareholders	(40,396)		(37,584)
Distributions to redeemable noncontrolling interests	(2,336)		(1,626)
Taxes withheld for vested restricted shares	(195)		(119)
Contributions from noncontrolling interests	901		1,221
Borrowings under unsecured credit facility	60,000		—
Proceeds from mortgage loan borrowings	100,000		344,000
Debt issuance costs	(2,012)		(5,564)
Proceeds related to the issuance of common shares	37,270		195
Net cash used in financing activities	(15,270)		(47,343)
Net decrease in cash and cash equivalents and restricted cash	(73,042)		(35,348)
Cash and cash equivalents and restricted cash at beginning of period	174,248		128,774
Cash and cash equivalents and restricted cash at end of period	$	101,206	$	93,426

See notes to consolidated financial statements (unaudited).

5

	Six Months Ended June 30,
	2024		2023
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash payments for interest, net of amounts capitalized of $5,307 and $5,541, respectively	$	44,430	$	29,606
Cash payments for income taxes	8,901		32
NON-CASH INVESTING AND FINANCING ACTIVITIES
Accrued capital expenditures included in accounts payable and accrued expenses	17,510		23,926
Write-off of fully depreciated and impaired assets	10,084		35,963
Decrease in assets and liabilities in connection with foreclosure:
Real estate, net	47,518		—
Mortgages payable, net	68,613		—
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH
Cash and cash equivalents at beginning of period	$	101,123	$	85,518
Restricted cash at beginning of period	73,125		43,256
Cash and cash equivalents and restricted cash at beginning of period	$	174,248	$	128,774
Cash and cash equivalents at end of period	$	78,615	$	48,930
Restricted cash at end of period	22,591		44,496
Cash and cash equivalents and restricted cash at end of period	$	101,206	$	93,426

See notes to consolidated financial statements (unaudited).

6

URBAN EDGE PROPERTIES LP

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except unit amounts)

	June 30,		December 31,
	2024		2023
ASSETS
Real estate, at cost:
Land	$	666,774	$	635,905
Buildings and improvements	2,741,636		2,678,076
Construction in progress	232,690		262,275
Furniture, fixtures and equipment	10,446		9,923
Total	3,651,546		3,586,179
Accumulated depreciation and amortization	(864,210)		(819,243)
Real estate, net	2,787,336		2,766,936
Operating lease right-of-use assets	55,575		56,988
Cash and cash equivalents	78,615		101,123
Restricted cash	22,591		73,125
Tenant and other receivables	25,077		14,712
Receivable arising from the straight-lining of rents	60,159		60,775
Identified intangible assets, net of accumulated amortization of $58,266 and $51,399, respectively	114,526		113,897
Deferred leasing costs, net of accumulated amortization of $21,628 and $21,428, respectively	27,223		27,698
Prepaid expenses and other assets	64,594		64,555
Total assets	$	3,235,696	$	3,279,809
LIABILITIES AND EQUITY
Liabilities:
Mortgages payable, net	$	1,503,030	$	1,578,110
Unsecured credit facility	150,000		153,000
Operating lease liabilities	52,556		53,863
Accounts payable, accrued expenses and other liabilities	88,523		102,997
Identified intangible liabilities, net of accumulated amortization of $48,718 and $46,610, respectively	175,837		170,411
Total liabilities	1,969,946		2,058,381
Commitments and contingencies (Note 10)
Equity:
Partners’ capital:
General partner: 120,444,011 and 117,652,656 units outstanding, respectively	1,053,402		1,013,117
Limited partners: 6,722,628 and 5,659,781 units outstanding, respectively	60,516		49,311
Accumulated other comprehensive income	689		460
Accumulated earnings	135,609		143,157
Total partners’ capital	1,250,216		1,206,045
Noncontrolling interest in consolidated subsidiaries	15,534		15,383
Total equity	1,265,750		1,221,428
Total liabilities and equity	$	3,235,696	$	3,279,809

See notes to consolidated financial statements (unaudited).

7

URBAN EDGE PROPERTIES LP

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Unaudited)

(In thousands, except per unit amounts)

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
REVENUE
Rental revenue	$	106,358	$	98,773	$	215,905	$	198,127
Other income	188		292		267		379
Total revenue	106,546		99,065		216,172		198,506
EXPENSES
Depreciation and amortization	39,679		25,513		78,253		50,597
Real estate taxes	17,472		16,121		34,475		31,798
Property operating	18,260		15,708		38,766		33,134
General and administrative	9,368		9,907		18,414		18,965
Real estate impairment loss	—		—		—		34,055
Lease expense	3,115		3,156		6,243		6,311
Total expenses	87,894		70,405		176,151		174,860
Gain on sale of real estate	13,447		—		15,349		356
Interest income	661		564		1,349		1,075
Interest and debt expense	(21,896)		(18,131)		(42,473)		(33,424)
Gain (loss) on extinguishment of debt, net	21,699		(489)		21,427		(489)
Income (loss) before income taxes	32,563		10,604		35,673		(8,836)
Income tax expense	(539)		(41)		(1,204)		(747)
Net income (loss)	32,024		10,563		34,469		(9,583)
Less net loss attributable to NCI in consolidated subsidiaries	474		143		750		383
Net income (loss) attributable to unitholders	$	32,498	$	10,706	$	35,219	$	(9,200)
Earnings (loss) per unit - Basic:	$	0.26	$	0.09	$	0.29	$	(0.08)
Earnings (loss) per unit - Diluted:	$	0.26	$	0.09	$	0.29	$	(0.08)
Weighted average units outstanding - Basic	123,572		121,920		123,109		121,836
Weighted average units outstanding - Diluted	123,885		122,111		123,218		121,836
Net income (loss)	$	32,024	$	10,563	$	34,469	$	(9,583)
Effective portion of change in fair value of derivatives	(53)		(21)		240		(321)
Comprehensive income (loss)	31,971		10,542		34,709		(9,904)
Less net loss attributable to NCI in consolidated subsidiaries	474		143		750		383
Comprehensive income (loss) attributable to unitholders	$	32,445	$	10,685	$	35,459	$	(9,521)

See notes to consolidated financial statements (unaudited).

8

URBAN EDGE PROPERTIES LP

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(Unaudited)

(In thousands, except unit and per unit amounts)

	Total Shares	General Partner		Total Units	Limited Partners(1)		Accumulated Other Comprehensive Income (Loss)		Accumulated (Deficit) Earnings		NCI in Consolidated Subsidiaries		Total Equity
Balance, March 31, 2023	117,571,250	$	1,011,696	5,046,501	$	44,472	$	341	$	(78,244)	$	14,224	$	992,489
Net income attributable to unitholders	—	—		—	—		—		10,706		—		10,706
Net loss attributable to NCI	—	—		—	—		—		—		(143)		(143)
Other comprehensive loss	—	—		—	—		(20)		(1)		—		(21)
Common units issued as a result of common shares issued by Urban Edge	18,352	217		56,556	—		—		(22)		—		195
Equity redemption of OP units	50,000	412		(50,000)	411		—		—		—		823
Reallocation of NCI	—	1,453		—	(2,276)		—		—		—		(823)
Distributions to Partners ($0.16 per unit)	—	—		—	—		—		(19,611)		—		(19,611)
Contributions from noncontrolling interests	—	—		—	—		—		—		663		663
Share-based compensation expense	—	204		—	1,998		—		—		—		2,202
Share-based awards retained for taxes	—	18		—	—		—		—		—		18
Balance, June 30, 2023	117,639,602	$	1,014,000	5,053,057	$	44,605	$	321	$	(87,172)	$	14,744	$	986,498

(1) Limited partners have a 4.1% common limited partnership interest in the Operating Partnership as of June 30, 2023 in the form of Operating Partnership Units (“OP Units”) and Long-Term Incentive Plan Units (“LTIP Units”).

	Total Shares	General Partner		Total Units	Limited Partners(2)		Accumulated Other Comprehensive Income (Loss)		Accumulated Earnings (Deficit)		NCI in Consolidated Subsidiaries		Total Equity
Balance, March 31, 2024	118,815,093	$	1,023,896	6,555,570	$	58,231	$	739	$	124,410	$	15,107	$	1,222,383
Net income attributable to unitholders	—	—		—	—		—		32,498		—		32,498
Net loss attributable to NCI	—	—		—	—		—		—		(474)		(474)
Other comprehensive loss	—	—		—	—		(50)		(3)		—		(53)
Common units issued as a result of common shares issued by Urban Edge	1,622,418	28,961		173,558	—		—		(23)		—		28,938
Equity redemption of OP units	6,500	64		(6,500)	64		—		—		—		128
Reallocation of noncontrolling interests	—	238		—	(366)		—		—		—		(128)
Distributions to Partners ($0.17 per unit)	—	—		—	—		—		(21,273)		—		(21,273)
Contributions from noncontrolling interests	—	—		—	—		—		—		901		901
Share-based compensation expense	—	243		—	2,199		—		—		—		2,442
Issuance of accrued LTIP units	—	—		—	388		—		—		—		388
Balance, June 30, 2024	120,444,011	$	1,053,402	6,722,628	$	60,516	$	689	$	135,609	$	15,534	$	1,265,750

(2) Limited partners have a 5.3% common limited partnership interest in the Operating Partnership as of June 30, 2024 in the form of OP and LTIP Units.

See notes to consolidated financial statements (unaudited).

9

	Total Shares	General Partner		Total Units	Limited Partners(1)		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		NCI in Consolidated Subsidiaries		Total Equity
Balance, December 31, 2022	117,450,951	$	1,012,466	4,713,558	$	41,810	$	629	$	(38,705)	$	13,906	$	1,030,106
Net loss attributable to unitholders	—	—		—	—		—		(9,200)		—		(9,200)
Net loss attributable to NCI	—	—		—	—		—		—		(383)		(383)
Other comprehensive loss	—	—		—	—		(308)		(13)		—		(321)
Common units issued as a result of common shares issued by Urban Edge	126,288	239		409,499	—		—		(44)		—		195
Equity redemption of OP units	70,000	573		(70,000)	572		—		—		—		1,145
Reallocation of NCI	—	345		—	(1,490)		—		—		—		(1,145)
Distributions to Partners ($0.32 per unit)	—	—		—	—		—		(39,210)		—		(39,210)
Contributions from NCI	—	—		—	—		—		—		1,221		1,221
Share-based compensation expense	—	496		—	3,713		—		—		—		4,209
Share-based awards retained for taxes	(7,637)	(119)		—	—		—		—		—		(119)
Balance, June 30, 2023	117,639,602	$	1,014,000	5,053,057	$	44,605	$	321	$	(87,172)	$	14,744	$	986,498

(1) Limited partners have a 4.1% common limited partnership interest in the Operating Partnership as of June 30, 2023 in the form of OP Units and LTIP Units.

	Total Shares	General Partner		Total Units	Limited Partners(2)		Accumulated Other Comprehensive Income		Accumulated Earnings (Deficit)		NCI in Consolidated Subsidiaries		Total Equity
Balance, December 31, 2023	117,652,656	$	1,013,117	5,659,781	$	49,311	$	460	$	143,157	$	15,383	$	1,221,428
Net income attributable to unitholders	—	—		—	—		—		35,219		—		35,219
Net loss attributable to NCI	—	—		—	—		—		—		(750)		(750)
Other comprehensive income	—	—		—	—		229		11		—		240
Common units issued as a result of common shares issued by Urban Edge	2,763,639	46,213		1,101,680	—		—		(46)		—		46,167
Equity redemption of OP units	38,833	368		(38,833)	368		—		—		—		736
Reallocation of NCI	—	(6,581)		—	5,845		—		—		—		(736)
Distributions to Partners ($0.34 per unit)	—	—		—	—		—		(42,732)		—		(42,732)
Contributions from NCI	—			—	—		—		—		901		901
Share-based compensation expense	—	480		—	4,383		—		—		—		4,863
Issuance of accrued LTIP units	—	—		—	609		—		—		—		609
Share-based awards retained for taxes	(11,117)	(195)		—	—		—		—		—		(195)
Balance, June 30, 2024	120,444,011	$	1,053,402	6,722,628	$	60,516	$	689	$	135,609	$	15,534	$	1,265,750

(2) Limited partners have a 5.3% common limited partnership interest in the Operating Partnership as of June 30, 2024 in the form of OP and LTIP Units.

See notes to consolidated financial statements (unaudited).

10

URBAN EDGE PROPERTIES LP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Six Months Ended June 30,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	34,469	$	(9,583)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	80,151		52,148
Gain on sale of real estate	(15,349)		(356)
Real estate impairment loss	—		34,055
(Gain) loss on extinguishment of debt, net	(21,427)		489
Amortization of below market leases, net	(2,143)		(3,481)
Noncash lease expense	3,569		3,575
Straight-lining of rent	(1,503)		(1,711)
Share-based compensation expense	4,863		4,209
Change in operating assets and liabilities:
Tenant and other receivables	(1,475)		1,612
Deferred leasing costs	(3,626)		(4,303)
Prepaid expenses and other assets	(2,887)		(1,103)
Lease liabilities	(3,463)		(3,424)
Accounts payable, accrued expenses and other liabilities	(7,021)		(3,678)
Net cash provided by operating activities	64,158		68,449
CASH FLOWS FROM INVESTING ACTIVITIES
Real estate development and capital improvements	(41,564)		(54,739)
Proceeds from sale of real estate	35,183		356
Acquisitions of real estate	(115,549)		(2,071)
Net cash used in investing activities	(121,930)		(56,454)
CASH FLOWS FROM FINANCING ACTIVITIES
Debt repayments	(168,502)		(347,866)
Distributions to partners	(42,732)		(39,210)
Taxes withheld for vested restricted units	(195)		(119)
Contributions from noncontrolling interests	901		1,221
Borrowings under unsecured credit facility	60,000		—
Proceeds from mortgage loan borrowings	100,000		344,000
Debt issuance costs	(2,012)		(5,564)
Proceeds related to the issuance of common shares	37,270		195
Net cash used in financing activities	(15,270)		(47,343)
Net decrease in cash and cash equivalents and restricted cash	(73,042)		(35,348)
Cash and cash equivalents and restricted cash at beginning of period	174,248		128,774
Cash and cash equivalents and restricted cash at end of period	$	101,206	$	93,426

See notes to consolidated financial statements (unaudited).

11

	Six Months Ended June 30,
	2024		2023
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash payments for interest, net of amounts capitalized of $5,307 and $5,541, respectively	$	44,430	$	29,606
Cash payments for income taxes	8,901		32
NON-CASH INVESTING AND FINANCING ACTIVITIES
Accrued capital expenditures included in accounts payable and accrued expenses	17,510		23,926
Write-off of fully depreciated and impaired assets	10,084		35,963
Decrease in assets and liabilities in connection with foreclosure:
Real estate, net	47,518		—
Mortgages payable, net	68,613		—
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH
Cash and cash equivalents at beginning of period	$	101,123	$	85,518
Restricted cash at beginning of period	73,125		43,256
Cash and cash equivalents and restricted cash at beginning of period	$	174,248	$	128,774
Cash and cash equivalents at end of period	$	78,615	$	48,930
Restricted cash at end of period	22,591		44,496
Cash and cash equivalents and restricted cash at end of period	$	101,206	$	93,426

See notes to consolidated financial statements (unaudited).

12

URBAN EDGE PROPERTIES AND URBAN EDGE PROPERTIES LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.ORGANIZATION

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

The Operating Partnership’s capital includes general and common limited partnership interests in the operating partnership (“OP Units”). As of June 30, 2024, Urban Edge owned approximately 94.7% of the outstanding common OP Units with the remaining limited OP Units held by members of management, Urban Edge’s Board of Trustees, and contributors of property interests acquired. Urban Edge serves as the sole general partner of the Operating Partnership. The third-party unitholders have limited rights over the Operating Partnership such that they do not have characteristics of a controlling financial interest. As such, the Operating Partnership is considered a variable interest entity (“VIE”), and the Company is the primary beneficiary which consolidates it. The Company’s only investment is the Operating Partnership. The VIE’s assets can be used for purposes other than the settlement of the VIE’s obligations and the Company’s partnership interest is considered a majority voting interest.

As of June 30, 2024, our portfolio consisted of 71 shopping centers, two outlet centers and two malls totaling approximately 17.2 million square feet (“sf”), which is inclusive of a 95% controlling interest in our property in Walnut Creek, CA (Mt. Diablo), and an 82.5% controlling interest in Sunrise Mall, in Massapequa, NY.

2.BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions of Form 10-Q. Certain information and footnote disclosures included in our annual financial statements have been condensed or omitted. In the opinion of management, the consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of the Company and the Operating Partnership and the results of operations and cash flows for the interim periods presented. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024. Accordingly, these consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (“SEC”).

The consolidated balance sheets as of June 30, 2024 and December 31, 2023 reflect the consolidation of wholly-owned subsidiaries and those entities in which we have a controlling financial interest. As of June 30, 2024 and December 31, 2023, excluding the Operating Partnership, we consolidated two VIEs with total assets of $49.3 million and $47.2 million, respectively, and total liabilities of $23.9 million and $20.3 million, respectively. The consolidated statements of income and comprehensive income for the three and six months ended June 30, 2024 and 2023, include the consolidated accounts of the Company, the Operating Partnership and the two VIEs. All intercompany transactions have been eliminated in consolidation.

Our primary business is the ownership, management, acquisition, development, and redevelopment of retail shopping centers and malls. We do not distinguish from our primary business or group our operations on a geographical basis for purposes of measuring performance. The Company’s Chief Operating Decision Maker (“CODM”) reviews operating and financial information at the individual operating segment. We aggregate all of our properties into 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.

None of our tenants accounted for more than 10% of our revenue or property operating income as of June 30, 2024.

13

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Real Estate — Real estate is carried at cost, net of accumulated depreciation and amortization. Expenditures for ordinary maintenance and repairs are expensed to operations as they are incurred. Significant renovations that improve or extend the useful lives of assets are capitalized. As real estate is undergoing redevelopment activities, all property operating expenses directly associated with and attributable to the redevelopment, including interest, are capitalized to the extent the capitalized costs of the property do not exceed the estimated fair value of the property when completed. If the cost of the redeveloped property, including the net book value of the existing property, exceeds the estimated fair value of redeveloped property, the excess is charged to impairment expense. The capitalization period begins when redevelopment activities are under way and ends when the project is substantially complete and ready for its intended use. Depreciation is recognized on a straight-line basis over estimated useful lives which range from one to 40 years.

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. We assess fair value based on estimated cash flow projections utilizing appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including historical operating results, known trends, and market/economic conditions. We record acquired intangible assets (including acquired above-market leases, acquired in-place leases and tenant relationships) and acquired intangible liabilities (including below-market leases) at their estimated fair value. We amortize identified intangibles that have finite lives over the period they are expected to contribute directly or indirectly to the future cash flows of the property or business acquired.

Our properties and development projects are individually evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. 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. An impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis taking into account the appropriate capitalization rate in determining a future terminal value. An impairment loss is measured based on the excess of the property’s carrying amount over its estimated fair value. 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. Impairment analyses are based on our current plans, intended holding periods and available market information at the time the analyses 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.

Tenant and Other Receivables and Changes in Collectibility Assessment — Tenant receivables include unpaid amounts billed to tenants, disputed enforceable charges and accrued revenues for future billings to tenants for property expenses. We evaluate the collectibility of amounts due from tenants and disputed enforceable charges on both a lease-by-lease and a portfolio-level, which result from the inability of tenants to make required payments under their operating lease agreements. We recognize changes in the collectibility assessment of these operating leases as adjustments to rental revenue in accordance with ASC 842 Leases. Management exercises judgment in assessing collectibility and considers payment history, current credit status and publicly available information about the financial condition of the tenant, among other factors. Tenant receivables and receivables arising from the straight-lining of rents are written-off directly when management deems the collectibility of substantially all future lease payments from a specific lease is not probable, at which point, the Company will begin recognizing revenue from such leases prospectively, based on actual amounts received. This write-off effectively reduces cumulative non-cash rental income recognized from the straight-lining of rents since lease commencement. If the Company subsequently determines that it is probable it will collect substantially all of the lessee’s remaining lease payments under the lease term, the Company will reinstate the receivables balance, including those arising from the straight-lining of rents.

Recently Issued Accounting Literature — In March 2020 and January 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-04 Reference Rate Reform (ASC 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and ASU 2021-01 Reference Rate Reform (ASC 848): Scope which provide 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 (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met. ASU 2020-04 and ASU 2021-01 were effective for all entities as of March 12, 2020 through December 31, 2022. In December 2022, FASB issued ASU 2022-06 Reference Rate Reform (ASC 848): Deferral of the Sunset Date of Topic 848, which extended the final sunset date from December 31, 2022 to December 31, 2024. During June 2023, the Company entered into loan amendments to transition its four LIBOR-based loans to the Secured Overnight Financing Rate (“SOFR”). The amendments went into effect in July 2023 and did not have a material impact on the loans affected.

14

In August 2023, FASB issued ASU 2023-05 Business Combinations - Joint Venture Formation (Subtopic 805-60): Recognition and Initial Measurement, which provides an update to the accounting treatment of joint ventures upon formation. This update requires companies to measure assets and liabilities contributed to joint ventures at fair value at the time of formation and has an effective date of January 1, 2025. The update is to be applied prospectively, with a retrospective option for previously formed joint ventures. The Company will adopt the provisions of this ASU for any future joint venture formations.

In November 2023, FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which provides for additional disclosures as they relate to a Company’s segments. Additional requirements per the update include disclosures for significant segment expenses, measures of profit or loss used by the CODM and how these measures are used to allocate resources and assess segment performance. The amendments in this ASU will also apply to entities with a single reportable segment and is effective for all public entities for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company is evaluating the impact of this update on its disclosures and will apply the required amendments in its December 31, 2024 Annual Report on Form 10-K.

In December 2023, FASB issued ASU 2023-09 Income Tax (Topic 740): Improvements to Income Tax Disclosures which provides for additional disclosures for rate reconciliations, disaggregation of income taxes paid, and other disclosures. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2024. The Company will adopt and incorporate any required disclosures in its December 31, 2025 Annual Report on Form 10-K.

In March 2024, FASB issued ASU 2024-01 Compensation - Stock Compensation (Topic 718): 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. 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. 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.

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 or disclosures.

Recent SEC Reporting Updates — On March 6, 2024, the SEC issued its final ruling on The Enhancement and Standardization of Climate-Related Disclosures for Investors (Release No. 34-99678). 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. These disclosures include, but are not limited to, governance, risk management, strategy, emissions, capital expenditures, and climate-related targets and goals. The disclosure requirements will be effective for the Company’s Annual Report on Form 10-K beginning with the year ended December 31, 2025, with certain provisions being phased in in later periods. Subsequent to issuance, the rules became the subject of litigation, and the SEC has issued a stay to allow the legal process to proceed. The Company is continuing to review the final rule and monitoring the litigation progress for possible impacts on the disclosure requirements and will adopt the required disclosures in their effective periods.

4.     ACQUISITIONS AND DISPOSITIONS

Acquisitions

During the six months ended June 30, 2024 and 2023, the Company closed on the following acquisitions:

Date Purchased	Property Name	City	State	Square Feet	Purchase Price(1) (in thousands)
February 8, 2024	Heritage Square	Watchung	NJ	87,000	$	33,838
April 5, 2024	Ledgewood Commons	Roxbury Township	NJ	448,000	83,211
				2024 Total	$	117,049
June 21, 2023	Sunrise Mall (Ground Lease)(2)	Massapequa	NY	—	$	2,071
				2023 Total	$	2,071

(1) The total purchase price for the properties acquired during the six months ended June 30, 2024 and 2023 includes $2.1 million and $0.1 million of transaction costs, 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.

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. The property is anchored by Ulta and two TJX

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Companies concepts, HomeSense and Sierra Trading, and includes three outparcels with a fourth currently under construction. The acquisition was funded using cash on hand.

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. The center, aggregating 448,000 sf, is anchored by a grocer and includes two pre-approved but undeveloped outparcels. 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%.

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

(amounts in thousands) Property Name	Land		Buildings and Improvements		Identified Intangible Assets(1)		Identified Intangible Liabilities(1)		Total Purchase Price
Heritage Square	$	7,343	$	24,643	$	4,763	$	(2,911)	$	33,838
Ledgewood Commons	24,313		56,352		15,137		(12,591)		83,211
2024 Total	$	31,656	$	80,995	$	19,900	$	(15,502)	$	117,049
Sunrise Mall (Ground Lease)	$	2,071	$	—	$	—	$	—	$	2,071
2023 Total	$	2,071	$	—	$	—	$	—	$	2,071

(1) As of June 30, 2024, the remaining weighted average amortization periods of the identified intangible assets and identified intangible liabilities acquired in 2024 were 10.4 years and 18.3 years, respectively.

Dispositions

During the six months ended June 30, 2024, the Company disposed of two properties and received proceeds of $34.8 million, net of selling costs, resulting in a $15.3 million gain on sale of real estate.

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. 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.

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.

The total gain on sale of real estate of $15.3 million for the six months ended June 30, 2024 includes amounts related to properties disposed of in prior periods.

During the six months ended June 30, 2023, no dispositions were completed by the Company, however, a gain on sale of real estate of $0.4 million was recognized in connection with the release of escrow funds related to a property that was disposed of in a prior period.

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5.     IDENTIFIED INTANGIBLE ASSETS AND LIABILITIES

The Company’s identified intangible assets (acquired in-place and above-market leases) and liabilities (acquired below-market leases), net of accumulated amortization, were $114.5 million and $175.8 million, respectively, as of June 30, 2024 and $113.9 million and $170.4 million, respectively, as of December 31, 2023.

Amortization of acquired below-market leases, net of acquired above-market leases, resulted in additional rental income of $0.7 million and $2.1 million for the three and six months ended June 30, 2024, respectively, and $2.0 million and $3.5 million for the same periods in 2023.

Amortization of acquired in-place leases inclusive of customer relationships resulted in additional depreciation and amortization expense of $7.5 million and $14.4 million for the three and six months ended June 30, 2024, respectively, and $2.5 million and $4.9 million for the same periods in 2023.

The following table sets forth the estimated annual amortization income and expense related to intangible assets and liabilities for the remainder of 2024 and the five succeeding years:

(Amounts in thousands)	Below-Market		Above-Market		In-Place Lease
Year	Operating Lease Amortization		Operating Lease Amortization		Amortization
2024(1)	$	5,496	$	(835)	$	(13,705)
2025	10,817		(2,448)		(20,066)
2026	10,473		(1,254)		(14,209)
2027	10,358		(1,023)		(11,672)
2028	10,197		(990)		(10,173)
2029	9,914		(931)		(8,975)

(1) Remainder of 2024.

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6.     MORTGAGES PAYABLE

The following is a summary of mortgages payable as of June 30, 2024 and December 31, 2023.

(Amounts in thousands)	Maturity	Interest Rate at June 30, 2024	June 30, 2024		December 31, 2023
Mortgages secured by:
Variable rate
Hudson Commons(1)	11/15/2024	—%	$	—	$	26,930
Greenbrook Commons(1)	11/15/2024	—%	—		25,065
Gun Hill Commons(1)	12/1/2024	—%	—		23,696
Plaza at Woodbridge(2)	6/8/2027	5.26%	51,598		52,278
Total variable rate debt			51,598		127,969
Fixed rate
Brick Commons	12/10/2024	3.87%	47,190		47,683
West End Commons	12/10/2025	3.99%	23,959		24,196
Town Brook Commons	12/1/2026	3.78%	29,922		30,229
Rockaway River Commons	12/1/2026	3.78%	26,492		26,763
Hanover Commons	12/10/2026	4.03%	60,747		61,324
Tonnelle Commons	4/1/2027	4.18%	96,210		97,115
Manchester Plaza	6/1/2027	4.32%	12,500		12,500
Millburn Gateway Center	6/1/2027	3.97%	21,773		22,015
Totowa Commons	12/1/2027	4.33%	50,800		50,800
Woodbridge Commons	12/1/2027	4.36%	22,100		22,100
Brunswick Commons	12/6/2027	4.38%	63,000		63,000
Rutherford Commons	1/6/2028	4.49%	23,000		23,000
Kingswood Center(3)	2/6/2028	—%	—		69,054
Hackensack Commons	3/1/2028	4.36%	66,400		66,400
Marlton Commons	12/1/2028	3.86%	36,378		36,725
Union (Vauxhall)	12/10/2028	4.01%	44,798		45,202
Yonkers Gateway Center(4)	4/10/2029	6.30%	50,000		23,148
Ledgewood Commons	5/5/2029	6.03%	50,000		—
The Shops at Riverwood	6/24/2029	4.25%	21,142		21,326
Shops at Bruckner	7/1/2029	6.00%	37,587		37,817
Huntington Commons	12/5/2029	6.29%	43,704		43,704
Bergen Town Center	4/10/2030	6.30%	290,000		290,000
The Outlets at Montehiedra	6/1/2030	5.00%	74,595		75,590
Montclair(5)	8/15/2030	3.15%	7,250		7,250
Garfield Commons	12/1/2030	4.14%	39,250		39,607
Woodmore Towne Centre	1/6/2032	3.39%	117,200		117,200
Newington Commons	7/1/2033	6.00%	15,821		15,920
Shops at Caguas	8/1/2033	6.60%	82,000		82,000
Mount Kisco Commons	11/15/2034	6.40%	10,752		11,098
Total fixed rate debt			1,464,570		1,462,766
Total mortgages payable			1,516,168		1,590,735
	Unamortized debt issuance costs		(13,138)		(12,625)
Total mortgages payable, net			$	1,503,030	$	1,578,110

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

(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.

(3)In April 2023, the Company notified the servicer that the cash flows generated by the property were insufficient to cover the debt service and that it was unwilling to fund the shortfalls. In May 2023, the mortgage was transferred to special servicing at the Company's request. 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. As a result, the Company recognized a $21.7 million gain on extinguishment of debt.

(4)On March 28, 2024, the Company refinanced the mortgage secured by the property with a new 5-year, $50 million loan.

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(5)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.

The net carrying amount of real estate collateralizing the above indebtedness amounted to approximately $1.4 billion as of June 30, 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. As of June 30, 2024, we were in compliance with all debt covenants.

As of June 30, 2024, the principal repayments of the Company’s total outstanding debt for the remainder of 2024 and the five succeeding years, and thereafter are as follows:

(Amounts in thousands)
Year Ending December 31,
2024(1)	$	54,040
2025	37,945
2026	126,607
2027	318,273
2028	323,629
2029	202,039
Thereafter	603,635

(1) Remainder of 2024.

Revolving Credit Agreement

On January 15, 2015, we entered into a $500 million revolving credit agreement (the “Agreement”) with certain financial institutions. On March 7, 2017, we amended and extended the 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. 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.

On June 3, 2020, we entered into a third amendment to the Agreement which, among other things, modified certain definitions and the measurement period for certain financial covenants to a trailing four-quarter period instead of the most recent quarter period annualized.

On August 9, 2022, we amended and restated 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. Borrowings under the amended and restated 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. The Agreement contains customary financial covenants including a maximum leverage ratio of 60% and a minimum fixed charge coverage ratio of 1.5x.

The Company has obtained five letters of credit issued under the Agreement, aggregating $30.1 million. The letters of credit were provided to mortgage lenders to secure the Company’s obligations in relation to certain reserves and capital requirements per the respective loan agreements. The letters of credit issued under the Agreement have reduced the amount available under the facility commensurate with their face values but remain undrawn as of June 30, 2024 and no separate liability has been recorded in association with them.

As of June 30, 2024, $150 million was drawn under the Agreement with an available remaining balance of $619.9 million, including undrawn letters of credit. Subsequent to the quarter, the Company repaid an additional $45 million on the outstanding balance using proceeds generated from equity issuances under its at-the-market equity offering program (the “ATM Program”).

Financing costs associated with executing the Agreement of $4.3 million and $5.1 million as of June 30, 2024 and December 31, 2023, respectively, are included in the prepaid expenses and other assets line item of the consolidated balance sheets, as deferred financing costs, net.

Variable Rate Loans

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 bearing interest at a rate of 7.34% on the pay off date. In connection with the prepayment, the Company recognized a $0.3 million loss on extinguishment of debt.

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Yonkers Gateway Center

On March 28, 2024, the Company refinanced the mortgage secured by its property, Yonkers Gateway Center, with a new 5-year, $50 million mortgage loan bearing interest at a fixed rate of 6.30%. The proceeds from the new loan were used to pay off the previous mortgage on the property which had an outstanding balance of $22.7 million.

Ledgewood Commons

On May 3, 2024, the Company obtained a 5-year, $50 million mortgage loan secured by its property Ledgewood Commons, located in Roxbury Township, NJ. The loan bears interest at a fixed rate of 6.03%.

Mortgage on Kingswood Center

In March 2023, an office tenant representing 50,000 sf (approximately 40% of the total gross leasable area) informed us that they intended to vacate in 2024, and a tenant representing 17,000 sf terminated their lease early, effective April 17, 2023. As a result of these events, the Company notified the servicer that the projected cash flows generated by the property would be insufficient to cover debt service and that it was unwilling to fund the shortfalls. In May 2023, the loan was transferred to special servicing at the Company’s request, and per the terms of the loan agreement, the Company began to accrue default interest at a rate of 5% on the outstanding principal balance. 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

In connection with the refinancing of the loan secured by The Outlets at Montehiedra in the second quarter of 2020, the Company provided a $12.5 million limited corporate guarantee. The guarantee is reduced commensurate with the loan amortization schedule and will reduce to zero in approximately 2.25 years. As of June 30, 2024, the remaining exposure under the guarantee is $5.1 million. There was no separate liability recorded related to this guarantee.

7.     INCOME TAXES

The Company elected to be taxed as a REIT under sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with the filing of its 2015 tax return for its tax year ended December 31, 2015. So long as the Company qualifies as a REIT under the Code, the Company will not be subject to U.S. federal income tax on net taxable income that it distributes annually to its shareholders. If we fail to qualify as a REIT for any taxable year, we will be subject to federal income taxes at regular corporate rates and may not be able to qualify as a REIT for the four subsequent taxable years. The Company is subject to certain foreign and state and local income taxes, in particular income taxes arising from its operating activities in Puerto Rico, which are included in income tax expense on the consolidated statements of income and comprehensive income. In addition, the Company’s taxable REIT subsidiary (“TRS”) is subject to income tax at regular corporate rates.

For U.S. federal income tax purposes, the REIT and other minority members are partners in the Operating Partnership. As such, the partners are required to report their share of taxable income on their respective tax returns. However, during the six months ended June 30, 2024 and 2023, certain non-real estate operating activities that could not be performed by the REIT, occurred through the Company’s TRS, which is subject to federal, state and local income taxes. These income taxes are included in income tax expense on the consolidated statements of income and comprehensive income.

During the six months ended June 30, 2024, the REIT was subject to Puerto Rico corporate income taxes on its allocable share of Puerto Rico operating activities. The Puerto Rico corporate income tax consists of a flat 18.5% tax rate plus a graduated income surcharge tax for a maximum corporate income tax rate of 37.5%. In addition, the REIT is subject to a 10% branch profits tax on the earnings and profits generated from its allocable share of Puerto Rico operating activities and such tax is included in income tax expense on the consolidated statements of income and comprehensive income.

For the three and six months ended June 30, 2024, the Puerto Rico income tax expense was $0.5 million and $1.2 million, respectively, and $0.7 million and $1.4 million for the same periods in 2023. The REIT was not subject to any material state and local income tax expense or benefit for the three and six months ended June 30, 2024. During the three and six months ended June 30, 2023, the REIT was not subject to any material state and local income tax expense and recognized a $0.7 million state and local income tax benefit related to an income tax refund from a prior period. All amounts for the three and six months ended June 30, 2024 and 2023 are included in income tax expense on the consolidated statements of income and comprehensive income.

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8.     LEASES

All rental revenue was generated from operating leases for the three and six months ended June 30, 2024 and 2023. The components of rental revenue for the three and six months ended June 30, 2024 and 2023 were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in thousands)	2024		2023		2024		2023
Rental Revenue
Fixed lease revenue	$	80,134	$	74,423	$	160,256	$	147,922
Variable lease revenue(1)	26,224		24,350		55,649		50,205
Total rental revenue	$	106,358	$	98,773	$	215,905	$	198,127

(1) Percentage rents for the three and six months ended June 30, 2024 were $0.3 million and $1.3 million, respectively, and $0.3 million and $1.1 million for the same periods in 2023.

9.     FAIR VALUE MEASUREMENTS

ASC 820, Fair Value Measurement and Disclosures defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels: Level 1 - quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities; Level 2 - observable prices based on inputs not quoted in active markets, but corroborated by market data; and Level 3 - unobservable inputs used when little or no market data is available. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterparty credit risk in our assessment of fair value.

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

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. 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. In accordance with the fair value hierarchy established by ASC 820, these financial instruments have been classified as Level 2 as quoted market prices are not readily available for valuing the assets. The tables below summarize the recorded amount of assets and liabilities measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023:

	As of June 30, 2024
(Amounts in thousands)	Level 1		Level 2		Level 3		Total
Interest rate cap and swap(1)	$	—	$	2,469	$	—	$	2,469

	As of December 31, 2023
	Level 1		Level 2		Level 3		Total
Interest rate cap and swap(1)	$	—	$	2,515	$	—	$	2,515

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

Derivatives and Hedging

When we designate a derivative as a hedge, depending on the nature of the hedge, changes in the fair value of the instrument will be recognized in Other Comprehensive Income (“OCI”) until the gains or losses are reclassified to earnings. Derivatives that are not designated as hedges are adjusted to fair value through earnings. 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. As of June 30, 2024, the Company was a counterparty to two interest rate derivative agreements which have been designated as cash flow hedges.

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The tables below summarize our derivative instruments, which are used to hedge the corresponding variable rate debt, as of June 30, 2024 and December 31, 2023:

(Amounts in thousands)	As of June 30, 2024
Hedged Instrument	Fair Value		Notional Amount		Spread	Interest Rate	Effective Interest Rate	Expiration
Plaza at Woodbridge interest rate cap	$	1,122	$	51,598	SOFR + 2.26%	7.48%	5.26%	7/1/2025
Montclair interest rate swap	1,347		7,250		SOFR + 2.57%	8.02%	3.15%	8/15/2030

	As of December 31, 2023
Hedged Instrument	Fair Value		Notional Amount		Spread	Interest Rate	Effective Interest Rate	Expiration
Plaza at Woodbridge interest rate cap	$	1,259	$	52,278	SOFR + 2.26%	7.49%	5.26%	7/1/2025
Montclair interest rate swap	1,256		7,250		SOFR + 2.57%	7.76%	3.15%	8/15/2030

The table below summarizes the effect of our derivative instruments on our consolidated statements of income and comprehensive income for the three and six months ended June 30, 2024 and 2023:

	Unrealized Gain (Loss) Recognized in OCI on Derivatives
(Amounts in thousands)	Three Months Ended June 30,				Six Months Ended June 30,
Hedged Instrument	2024		2023		2024		2023
Plaza at Woodbridge interest rate cap	$	(40)	$	(160)	$	149	$	(268)
Montclair interest rate swap	(13)		139		91		(53)
Total	$	(53)	$	(21)	$	240	$	(321)

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

There were no financial assets or liabilities measured at fair value on a non-recurring basis as of June 30, 2024 and December 31, 2023.

Financial Assets and Liabilities not Measured at Fair Value

Financial assets and liabilities that are not measured at fair value on the consolidated balance sheets include cash and cash equivalents and mortgages payable. Cash and cash equivalents are carried at cost, which approximates fair value. 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. 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. The table below summarizes the carrying amounts and fair value of our Level 2 financial instruments as of June 30, 2024 and December 31, 2023:

	As of June 30, 2024				As of December 31, 2023
(Amounts in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Mortgages payable(1)	$	1,516,168	$	1,415,139	$	1,590,735	$	1,489,601
Unsecured credit facility	150,000		143,926		153,000		145,882

(1) Carrying amounts exclude unamortized debt issuance costs of $13.1 million and $12.6 million as of June 30, 2024 and December 31, 2023, respectively.

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

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

No impairment charges were recognized during the three and six months ended June 30, 2024.

During the three months ended March 31, 2023, the Company recognized an impairment charge of $34.1 million on our property, Kingswood Center. The property, an office and retail center comprising 129,000 sf, was acquired in February 2020 and is located in Brooklyn, NY. In March of 2023, an office tenant representing 50,000 sf informed us that they intended to vacate in 2024, and a tenant representing 17,000 sf terminated their lease early, effective April 17, 2023. As a result of these

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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. 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. The discounted cash flows and terminal value utilized a discount rate of 8% and capitalization rates of 6% for retail and 7% for office, which were corroborated by third-party valuations and market data. The impairment charge is recorded within the real estate impairment loss line item on our consolidated statements of income and comprehensive income.

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.

10.     COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time, we are a party to various legal proceedings, claims or regulatory inquiries and investigations arising out of, or incident to, our ordinary course of business. While we are unable to predict with certainty the outcome of any particular matter, management does not currently expect, when such matters are resolved, that our resulting exposure to loss contingencies, if any, will have a material adverse effect on our results of operations or consolidated financial position.

Redevelopment and Anchor Repositioning

The Company has 23 active development, redevelopment or anchor repositioning projects with total estimated costs of $170.1 million, of which $109.2 million remains to be funded as of June 30, 2024. We continue to monitor the stabilization dates of these projects, which can be impacted from economic conditions affecting our tenants, vendors and supply chains. We have identified future projects in our development pipeline, but we are under no obligation to execute and fund any of these projects and each of these projects is being further evaluated based on market conditions.

Insurance

The Company maintains numerous insurance policies including for general liability, property, pollution, acts of terrorism, trustees’ and officers’, cyber, workers’ compensation and automobile-related liabilities. However, all such policies are subject to terms, conditions, exclusions, deductibles and sub-limits, amongst other limiting factors. For example, the Company’s terrorism insurance excludes coverage for nuclear, biological, chemical or radiological terrorism events as defined by the Terrorism Risk Insurance Program Reauthorization Act.

Insurance premiums are typically charged directly to each of the properties but not all of the cost of such premiums are recovered. The Company is responsible for deductibles, losses in excess of insurance coverage, and the portion of premiums not reimbursable by tenants at our properties, which could be material.

We continue to monitor the state of the insurance market and the scope and costs of available coverage. Certain insurance premiums have increased significantly and may continue to do so in the future. We cannot anticipate what coverage will be available on commercially reasonable terms and expect premiums across most coverage lines to continue to increase in light of recent events including hurricanes and flooding in our core markets. The incurrence of uninsured losses, costs or uncovered premiums could materially and adversely affect our business, results of operations and consolidated financial position.

Certain of our loans and other agreements contain customary covenants requiring the maintenance of insurance coverage. Although we believe that we currently have adequate insurance coverage for purposes of these agreements, we may not be able to obtain an equivalent amount of coverage at reasonable costs in the future. If lenders or other counterparties insist on greater coverage than we are able to obtain, such requirement could materially and adversely affect our ability to finance our properties and expand our portfolio.

Environmental Matters

Each of our properties has been subjected to varying degrees of environmental assessment at various times. Based on these assessments, we have accrued costs of $1.3 million and $1.4 million on our consolidated balance sheets as of June 30, 2024 and December 31, 2023, respectively, for remediation costs for environmental contamination at certain properties. While this accrual reflects our best estimates of the potential costs of remediation at these properties, there can be no assurance that the actual costs will not exceed these amounts. Although we are not aware of any other material environmental contamination,

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there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites, or changes in cleanup requirements would not result in significant costs to us.

Bankruptcies

Although our rental revenue is supported by long-term leases, leases may be rejected in a bankruptcy proceeding and the related tenant stores may permanently vacate prior to lease expiration. In the event a tenant with a significant number of leases or square footage in our shopping centers files for bankruptcy and rejects its leases with us, we could experience a reduction in our revenues. 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.

During the three months ended June 30, 2024, the Company had four tenants file for Chapter 11 bankruptcy protection, including Red Lobster, Express, Sam Ash, and Sticky’s. We have three leases with Red Lobster, and one lease with each of Express, Sam Ash Music and Sticky’s Finger Joint. The six leases total 54,100 sf and generate $2.5 million in annual rental revenue. 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

As of June 30, 2024, the Company had five letters of credit issued under our revolving credit agreement aggregating $30.1 million. These letters were provided to mortgage lenders to secure the Company’s obligations for certain capital requirements per the respective mortgage agreements. If a lender were to draw on a letter of credit, the Company would have the option to pay the capital commitment directly to the lender or to record the draw as a liability on its unsecured line of credit, bearing interest at SOFR plus an applicable margin per the Revolving Credit Agreement. As of June 30, 2024, the letters remain undrawn and there is no separate liability recorded in connection with their issuance.

11.     PREPAID EXPENSES AND OTHER ASSETS

The following is a summary of the composition of the prepaid expenses and other assets on the consolidated balance sheets:

	Balance at
(Amounts in thousands)	June 30, 2024		December 31, 2023
Deferred tax asset, net	$	24,622	$	20,899
Other assets	17,054		22,729
Deferred financing costs, net of accumulated amortization of $9,745 and $8,920, respectively	4,273		5,098
Finance lease right-of-use asset	2,724		2,724
Prepaid expenses:
Real estate taxes	6,357		10,411
Insurance	8,377		1,792
Licenses/fees	1,187		902
Total prepaid expenses and other assets	$	64,594	$	64,555

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12.     ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES

The following is a summary of the composition of accounts payable, accrued expenses and other liabilities on the consolidated balance sheets:

	Balance at
(Amounts in thousands)	June 30, 2024		December 31, 2023
Accrued capital expenditures and leasing costs	$	19,150	$	23,044
Deferred tenant revenue	34,044		34,840
Accrued interest payable	5,934		11,190
Security deposits	5,722		7,279
Other liabilities and accrued expenses	9,516		14,245
Finance lease liability	3,034		3,028
Accrued payroll expenses	11,123		9,371
Total accounts payable, accrued expenses and other liabilities	$	88,523	$	102,997

13.     INTEREST AND DEBT EXPENSE

The following table sets forth the details of interest and debt expense on the consolidated statements of income and comprehensive income:

	Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in thousands)	2024		2023		2024		2023
Interest expense	$	20,858	$	17,082	$	40,416	$	31,419
Amortization of deferred financing costs	1,038		1,049		2,057		2,005
Total interest and debt expense	$	21,896	$	18,131	$	42,473	$	33,424

14.     EQUITY AND NONCONTROLLING INTEREST

At-The-Market Program

On August 15, 2022, the Company and the Operating Partnership entered into an equity distribution agreement (the “Equity Distribution Agreement”) with various financial institutions acting as agents, forward sellers, and forward purchasers. Pursuant to the Equity Distribution Agreement, the Company may from time to time offer and sell, through the agents and forward sellers, the Company’s common shares, par value $0.01 per share, having an aggregate offering price of up to $250 million. Concurrently with the Equity Distribution Agreement, the Company entered into separate master forward confirmations (collectively, the “Master Confirmations”) with each of the forward purchasers. Sales under the ATM Program may be made from time to time, as needed, by means of ordinary brokers’ transactions or other transactions that are deemed to be “at the market” offerings, in privately negotiated transactions, which may include block trades, or as otherwise agreed with the sales agents. The ATM Program replaced the Company’s previous at-the-market program established on June 7, 2021.

The Equity Distribution Agreement provides that the Company may also enter into forward sale agreements pursuant to any Master Confirmation and related supplemental confirmations with the forward purchasers. 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.

During the six months ended June 30, 2024, the Company issued 2,690,298 common shares at a weighted average price of $17.85 per share under the ATM Program, generating net cash proceeds of $47.4 million. In addition, we incurred $1.5 million of offering expenses related to the issuance of these common shares. Subsequent to the quarter, we issued an additional 891,643 shares at a weighted average price of $18.23 per share under the ATM program, generating net cash proceeds of $16.0 million. 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.

Share Repurchase Program

The Company has a share repurchase program for up to $200 million, under which the Company may repurchase its shares from time to time in the open market or in privately negotiated transactions in compliance with SEC Rule 10b-18. The amount and timing of the purchases will depend on a number of factors including the price and availability of the Company’s shares,

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

During the six months ended June 30, 2024 and 2023, no shares were repurchased by the Company. All share repurchases by the Company were completed between March and April of 2020, and aggregated 5.9 million common shares at a weighted average share price of $9.22, for a total of $54.1 million. As of June 30, 2024, there was approximately $145.9 million remaining for share repurchases under this program.

Units of the Operating Partnership

The Operating Partnership’s capital includes general and common limited partnership interests in the operating partnership. As of June 30, 2024, Urban Edge owned approximately 94.7% of the outstanding common OP units with the remaining limited OP units held by members of management, Urban Edge’s Board of Trustees and contributors of property interests acquired. Urban Edge serves as the sole general partner of the Operating Partnership. The third-party unitholders have limited rights over the Operating Partnership such that they do not have characteristics of a controlling financial interest. As such, the Operating Partnership is considered a VIE, and the Company is the primary beneficiary which consolidates it. The Company’s only investment is the Operating Partnership. The VIE’s assets can be used for purposes other than the settlement of the VIE’s obligations and the Company’s partnership interest is considered a majority voting interest.

Dividends and Distributions

During the three months ended June 30, 2024 and 2023, the Company declared distributions on common shares and OP units of $0.17 and $0.16 per share/unit, respectively. During the six months ended June 30, 2024 and 2023, the Company declared distributions on common shares and OP units of $0.34 and $0.32 per share/unit in the aggregate, respectively.

Noncontrolling Interests in Operating Partnership

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. LTIP unit awards were granted to certain executives pursuant to the Company’s 2024 Omnibus Share Plan, 2015 Omnibus Share Plan and 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.

The total of the OP units and LTIP units represent a 5.3% and 5.1% weighted-average interest in the Operating Partnership for the three and six months ended June 30, 2024, respectively. Holders of outstanding vested LTIP units may, from and after two years from the date of issuance, redeem their LTIP units for cash, or for the Company’s common shares on a one-for-one basis, solely at our election. Holders of outstanding OP units may redeem their units for cash or the Company’s common shares on a one-for-one basis, solely at our election.

Noncontrolling Interests in Consolidated Subsidiaries

The Company’s noncontrolling interests relate to the 5% interest held by others in our property in Walnut Creek, CA (Mount Diablo) and 17.5% held by others in our property in Massapequa, NY. The net income attributable to noncontrolling interests is presented separately on our consolidated statements of income and comprehensive income.

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15.     SHARE-BASED COMPENSATION

Share-Based Compensation Expense

Share-based compensation expense, which is included in general and administrative expenses in our consolidated statements of income and comprehensive income, is summarized as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in thousands)	2024		2023		2024		2023
Share-based compensation expense components:
Time-based LTIP expense(1)	$	1,363	$	1,262	$	2,549	$	2,249
Performance-based LTIP expense(2)	836		735		1,834		1,463
Restricted share expense	214		174		421		413
Deferred share unit (“DSU”) expense	29		31		59		64
Stock option expense	—		—		—		20
Total Share-based compensation expense	$	2,442	$	2,202	$	4,863	$	4,209

(1) Expense for the three and six months ended June 30, 2024 includes the 2024, 2023, 2022, 2021, and 2020 LTI Plans.

(2) Expense for the three and six months ended June 30, 2024 includes the 2024, 2023, 2022, 2021, 2020, and 2019 LTI Plans.

Equity award activity during the six months ended June 30, 2024 included: (i) 1,043,543 LTIP units granted, (ii) 336,661 LTIP units vested, (iii) 155,513 LITP units earned upon completion of the 2021 LTI Plan, (iv) 63,041 restricted shares granted, (v) 42,037 restricted shares vested, (vi) 5,838 LTIP units forfeited, and (vii) 5,254 restricted shares forfeited.

2024 Long-Term Incentive Plan

On February 9, 2024, the Company established the 2024 Long-Term Incentive Plan (“2024 LTI Plan”) under its 2015 Omnibus Share Plan. The plan is a multi-year, equity compensation program under which participants, including our Chairman and Chief Executive Officer, receive awards in the form of LTIP units that, with respect to one half of the program, vest based solely on the passage of time. With respect to the other half of the program, the awards are earned and vest if certain relative and absolute total shareholder return (“TSR”) and/or funds from operations (“FFO”) and same-property net operating income (“SP NOI”) growth targets are achieved by the Company over a three-year performance period. The total grant date fair value under the 2024 LTI Plan was $7.5 million, comprising both performance-based and time-based awards as described further below:

Performance-based awards

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. 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. The Company granted performance-based awards under the 2024 LTI Plan representing 295,852 units. 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. Assumptions include historical volatility (29.9%), risk-free interest rates (4.3%), and historical daily return as compared to certain peer companies.

Time-based awards

The time-based awards granted under the 2024 LTI Plan, also granted in the form of LTIP units, vest ratably over three years except in the case of our Chairman and Chief Executive Officer, where the vesting is ratable over four years. As of June 30, 2024, the Company granted time-based awards under the 2024 LTI Plan that represent 232,808 LTIP units with a grant date fair value of $3.7 million.

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16.     EARNINGS PER SHARE AND UNIT

Urban Edge Earnings per Share

We calculate earnings per share (“EPS”) under the two-class method. The two-class method is an earnings allocation methodology whereby EPS for each class of Urban Edge common shares and participating securities is calculated according to dividends declared and participating rights in undistributed earnings. Restricted shares issued pursuant to our share-based compensation program are considered participating securities, and as such have non-forfeitable rights to receive dividends.

The computation of diluted EPS reflects potential dilution of securities by adding potential common shares, including stock options and unvested restricted shares, to the weighted average number of common shares outstanding for the period. The effect of the redemption of OP and vested LTIP units is not reflected in the computation of basic and diluted EPS, as they are redeemable for common shares on a one-for-one basis. The income allocable to such units is allocated on this same basis and reflected as noncontrolling interests in the accompanying consolidated financial statements.

The following table sets forth the computation of our basic and diluted EPS:

	Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in thousands, except per share amounts)	2024		2023		2024		2023
Numerator:
Net income (loss) attributable to common shareholders	$	30,759	$	10,262	$	33,362	$	(8,856)
Less: (earnings) loss allocated to unvested participating securities	(29)		(8)		(31)		5
Net income (loss) available for common shareholders - basic	$	30,730	$	10,254	$	33,331	$	(8,851)
Impact of assumed conversions:
OP and LTIP Units	10		—		—		—
Net income (loss) available for common shareholders - dilutive	$	30,740	$	10,254	$	33,331	$	(8,851)
Denominator:
Weighted average common shares outstanding - basic	118,859		117,482		118,466		117,466
Effect of dilutive securities(1):
Restricted share awards	112		96		109		—
Weighted average common shares outstanding - diluted	118,971		117,578		118,575		117,466
Earnings per share available to common shareholders:
Earnings (loss) per common share - Basic	$	0.26	$	0.09	$	0.28	$	(0.08)
Earnings (loss) per common share - Diluted	$	0.26	$	0.09	$	0.28	$	(0.08)

(1) For the three and six months ended June 30, 2024 and 2023, the effect of the redemption of certain OP and LTIP Units for Urban Edge common shares would have an anti-dilutive effect on the calculation of diluted EPS. Accordingly, the impact of such redemption has not been included in the determination of diluted EPS for these periods.

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Operating Partnership Earnings per Unit

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

	Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in thousands, except per unit amounts)	2024		2023		2024		2023
Numerator:
Net income (loss) attributable to unitholders	$	32,498	$	10,706	$	35,219	$	(9,200)
Less: net (income) loss attributable to participating securities	(29)		(8)		(31)		5
Net income (loss) available for unitholders	$	32,469	$	10,698	$	35,188	$	(9,195)
Denominator:
Weighted average units outstanding - basic	123,572		121,920		123,109		121,836
Effect of dilutive securities issued by Urban Edge	112		96		109		—
Unvested LTIP Units	201		95		—		—
Weighted average units outstanding - diluted	123,885		122,111		123,218		121,836
Earnings per unit available to unitholders:
Earnings (loss) per unit - Basic	$	0.26	$	0.09	$	0.29	$	(0.08)
Earnings (loss) per unit - Diluted	$	0.26	$	0.09	$	0.29	$	(0.08)

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

Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are not guarantees of future performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition, business and targeted occupancy may differ materially from those expressed in these forward-looking statements. You can identify many of these statements by words such as “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “would,” “may” or other similar expressions in this Quarterly Report on Form 10-Q. Many of the factors that will determine the outcome of forward-looking statements are beyond our ability to control or predict and include, among others: (i) macroeconomic conditions, including geopolitical conditions and instability, which may lead to rising inflation and disruption of, or lack of access to, the capital markets, as well as potential volatility in the Company’s share price; (ii) the economic, political and social impact of, and uncertainty relating to, epidemics and pandemics; (iii) the loss or bankruptcy of major tenants; (iv) the ability and willingness of the Company’s tenants to renew their leases with the Company upon expiration and the Company’s ability to re-lease its properties on the same or better terms, or at all, in the event of non-renewal or in the event the Company exercises its right to replace an existing tenant; (v) the impact of e-commerce on our tenants’ business; (vi) the Company’s success in implementing its business strategy and its ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions and investments; (vii) changes in general economic conditions or economic conditions in the markets in which the Company competes, and their effect on the Company’s revenues, earnings and funding sources, and on those of its tenants; (viii) increases in the Company’s borrowing costs as a result of changes in interest rates, rising inflation, and other factors; (ix) the Company’s ability to pay down, refinance, hedge, restructure or extend its indebtedness as it becomes due and potential limitations on the Company’s ability to borrow funds under its existing credit facility as a result of covenants relating to the Company’s financial results; (x) potentially higher costs associated with the Company’s development, redevelopment and anchor repositioning projects, and the Company’s ability to lease the properties at projected rates; (xi) the Company’s liability for environmental matters; (xii) damage to the Company’s properties from catastrophic weather and other natural events, and the physical effects of climate change; (xiii) the Company’s ability and willingness to maintain its qualification as a REIT in light of economic, market, legal, tax and other considerations; (xiv) information technology security breaches; (xv) the loss of key executives; and (xvi) the accuracy of methodologies and estimates regarding our environmental, social and governance (“ESG”) metrics, goals and targets, tenant willingness and ability to collaborate towards reporting ESG metrics and meeting ESG goals and targets, and the impact of governmental regulation on our ESG efforts. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see “Risk Factors” in Part I, Item 1A, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and the other documents filed by the Company with the Securities and Exchange Commission (the “SEC”), including the information contained in this Quarterly Report on Form 10-Q.

We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for any forward-looking statements included in this Quarterly Report on Form 10-Q. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.

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

Overview

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

The Operating Partnership’s capital includes general and common limited partnership interests (“OP Units”). As of June 30, 2024, Urban Edge owned approximately 94.7% of the outstanding common OP Units with the remaining limited OP Units held by members of management and the Board of Trustees, and contributors of property interests acquired. Urban Edge serves as the sole general partner of the Operating Partnership.

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As of June 30, 2024, our portfolio consisted of 71 shopping centers, two outlet centers and two malls totaling approximately 17.2 million square feet.

Critical Accounting Estimates

The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 contains a description of our critical accounting estimates, including valuing acquired assets and liabilities and impairments. For the six months ended June 30, 2024, there were no material changes to these estimates.

Recent Accounting Pronouncements

Refer to Note 3 to the unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for information regarding recent accounting pronouncements that may affect us.

Results of Operations

We derive substantially all of our revenue from rents received from tenants under existing leases on each of our properties. This revenue includes fixed base rents, recoveries of expenses that we have incurred and that we pass through to the individual tenants and percentage rents that are based on specified percentages of tenants’ revenue, in each case as provided in the respective leases.

Our primary cash expenditures consist of property operating and capital costs, general and administrative expenses, and interest and debt expense. Property operating expenses include: real estate taxes, repairs and maintenance, management expenses, insurance and utilities; general and administrative expenses include: payroll, professional fees, information technology, office expenses and other administrative expenses; and interest and debt expense primarily consists of interest on our mortgage debt and line of credit. In addition, we incur substantial non-cash charges for depreciation and amortization on our properties. We also capitalize certain expenses, such as taxes, interest and salaries related to properties under development or redevelopment until the property is ready for its intended use.

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

The following provides an overview of our key financial metrics, including non-GAAP measures, based on our consolidated results of operations (refer to Net Operating Income (“NOI”), same-property NOI and Funds From Operations (“FFO”) applicable to diluted common shareholders described later in this section):

	Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in thousands)	2024		2023		2024		2023
Net income (loss)	$	32,024	$	10,563	$	34,469	$	(9,583)
FFO applicable to diluted common shareholders(1)	58,397		35,918		97,447		74,520
NOI(1)	66,702		61,537		133,394		122,683
Same-property NOI(1)	54,357		52,471		109,029		105,968

(1) Refer to pages 35-36 for a reconciliation to the most directly comparable generally accepted accounting principles (“GAAP”) measure.

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

Net income for the three months ended June 30, 2024 was $32.0 million, compared to net income of $10.6 million for the three months ended June 30, 2023. The following table summarizes certain line items from our consolidated statements of income and comprehensive income that we believe are important in understanding our operations and/or those items that significantly changed in the three months ended June 30, 2024 as compared to the same period in 2023:

	Three Months Ended June 30,
(Amounts in thousands)	2024		2023		$ Change
Total revenue	$	106,546	$	99,065	$	7,481
Depreciation and amortization	39,679		25,513		14,166
Real estate taxes	17,472		16,121		1,351
Property operating expenses	18,260		15,708		2,552
General and administrative expenses	9,368		9,907		(539)
Gain on sale of real estate	13,447		—		13,447
Interest and debt expense	21,896		18,131		3,765
Gain (loss) on extinguishment of debt, net	21,699		(489)		22,188
Income tax expense	539		41		498

Total revenue increased by $7.5 million to $106.5 million in the second quarter of 2024 from $99.1 million in the second quarter of 2023. The increase is primarily attributable to:

•$5.9 million increase as a result of property acquisitions, net of dispositions;

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

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

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

Depreciation and amortization increased by $14.2 million to $39.7 million in the second quarter of 2024 from $25.5 million in the second quarter of 2023. The increase is primarily attributable to:

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

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

Real estate tax expense increased by $1.4 million to $17.5 million in the second quarter of 2024 from $16.1 million in the second quarter of 2023. The increase is primarily attributable to the impact of property acquisitions, net of dispositions.

Property operating expenses increased by $2.6 million to $18.3 million in the second quarter of 2024 from $15.7 million in the second quarter of 2023. The increase is primarily attributable to:

•$2.0 million higher expenses incurred for increased insurance premiums and higher common area maintenance expenses across the portfolio as compared to the second quarter of 2023; and

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

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

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

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

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

•$2.8 million increase due to outstanding borrowings under our line of credit to finance the acquisition of two properties in the fourth quarter of 2023; offset by

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

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

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

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

Net income for the six months ended June 30, 2024 was $34.5 million, compared to net loss of $9.6 million for the six months ended June 30, 2023. The following table summarizes certain line items from our consolidated statements of income and comprehensive income that we believe are important in understanding our operations and/or those items that significantly changed in the six months ended June 30, 2024 as compared to the same period in 2023:

	Six Months Ended June 30,
(Amounts in thousands)	2024		2023		$ Change
Total revenue	$	216,172	$	198,506	$	17,666
Depreciation and amortization	78,253		50,597		27,656
Real estate taxes	34,475		31,798		2,677
Property operating expenses	38,766		33,134		5,632
General and administrative expenses	18,414		18,965		(551)
Real estate impairment loss	—		34,055		(34,055)
Gain on sale of real estate	15,349		356		14,993
Interest and debt expense	42,473		33,424		9,049
Gain (loss) on extinguishment of debt, net	21,427		(489)		21,916
Income tax expense	1,204		747		457

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

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

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

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

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

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

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

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

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

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

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

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

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

We recognized a real estate impairment loss of $34.1 million in the first quarter of 2023, reducing the carrying value of an office and retail property located in Brooklyn, NY.

We recognized a $15.3 million gain on sale of real estate during the six months ended June 30, 2024 primarily related to the sale of two properties. In the six months ended June 30, 2023, we recognized a gain on sale of real estate of $0.4 million related to the release of escrow funds from a property disposed of in a prior period.

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

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

•$5.4 million increase due to outstanding borrowings under our line of credit to finance the acquisition of two properties in the fourth quarter of 2023; offset by

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

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We recognized a $21.7 million gain on extinguishment of debt for the six months ended June 30, 2024 attributable to the foreclosure settlement of Kingswood Center, partially offset by a $0.3 million loss on extinguishment of debt as a result of the early pay off of three variable rate mortgage loans in January 2024. During the six months ended June 30, 2023, we recognized a $0.5 million loss on extinguishment of debt related to the early pay off of the mortgage loan secured by the Plaza at Cherry Hill.

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

Non-GAAP Financial Measures

We use NOI internally to make investment and capital allocation decisions and to compare the unlevered performance of our properties to our peers. Further, we believe NOI is useful to investors as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and disposition activity on an unleveraged basis, providing perspective not immediately apparent from net income. The most directly comparable GAAP financial measure to NOI is net income. NOI excludes certain components from net income in order to provide results that are more closely related to a property’s results of operations. We calculate NOI by adjusting net income to add back depreciation and amortization expense, general and administrative expenses, casualty and real estate impairment losses, interest and debt expense, income tax expense and non-cash lease expense, and deduct management and development fee income from non-owned properties, gains on sale of real estate, interest income, non-cash rental income resulting from the straight-lining of rents and amortization of acquired below market leases net of above market leases. NOI should not be considered a substitute for net income and may not be comparable to similarly titled measures employed by others.

We calculate same-property NOI using net income as defined by GAAP reflecting only those income and expense items that are reflected in NOI (as described above) and excluding properties that were under development, redevelopment or that involve anchor repositioning where a substantial portion of the gross leasable area is taken out of service, and also excluding properties acquired, sold, or that are in the foreclosure process during the periods being compared. We also exclude for the following items in calculating same-property NOI: lease termination fees, bankruptcy settlement income, and income and expenses that we do not believe are representative of ongoing operating results, if any. As such, same-property NOI assists in eliminating disparities in net income due to the development, redevelopment, acquisition, disposition or foreclosure of properties during the periods presented, and thus provides a more consistent performance measure for the comparison of the operating performance of the Company’s properties, which the Company believes to be useful to investors. Same-property NOI should not be considered a substitute for net income and may not be comparable to similarly titled measures employed by others.

Throughout this section, we have provided certain information on a “same-property” basis which includes the results of operations that were owned and operated for the entirety of the reporting periods being compared, totaling 66 properties for the three and six months ended June 30, 2024 and 2023. Information provided on a same-property basis excludes properties that were under development, redevelopment or that involve anchor repositioning where a substantial portion of the gross leasable area is taken out of service and also excludes properties acquired, sold, or that are in the foreclosure process during the periods being compared. While there is judgment surrounding changes in designations, a property is removed from the same-property pool when a property is considered to be a redevelopment property because it is undergoing significant renovation or retenanting pursuant to a formal plan and is expected to have a significant impact on property operating income based on the retenanting that is occurring. A development or redevelopment property is moved back to the same-property pool once a substantial portion of the NOI growth expected from the development or redevelopment is reflected in both the current and comparable prior year period, generally one year after at least 80% of the expected NOI from the project is realized on a cash basis. Acquisitions are moved into the same-property pool once we have owned the property for the entirety of the comparable periods and the property is not under significant development or redevelopment.

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Same-property NOI increased by $1.9 million, or 3.6% for the three months ended June 30, 2024, compared to the three months ended June 30, 2023 and increased by $3.1 million, or 2.9%, for the six months ended June 30, 2024, compared to the six months ended June 30, 2023. Same-property NOI, including properties in redevelopment, increased by $2.3 million, or 4.0%, for the three months ended June 30, 2024, compared to the three months ended June 30, 2023 and increased by $4.5 million, or 3.9%, for the six months ended June 30, 2024, compared to the six months ended June 30, 2023.

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

	Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in thousands)	2024		2023		2024		2023
Net income (loss)	$	32,024	$	10,563	$	34,469	$	(9,583)
Other expense	22		244		247		470
Depreciation and amortization	39,679		25,513		78,253		50,597
General and administrative expense	9,368		9,907		18,414		18,965
Gain on sale of real estate	(13,447)		—		(15,349)		(356)
Interest income	(661)		(564)		(1,349)		(1,075)
Interest and debt expense	21,896		18,131		42,473		33,424
(Gain) loss on extinguishment of debt, net	(21,699)		489		(21,427)		489
Income tax expense	539		41		1,204		747
Real estate impairment loss	—		—		—		34,055
Non-cash revenue and expenses	(1,019)		(2,787)		(3,541)		(5,050)
NOI	66,702		61,537		133,394		122,683
Adjustments:
Non-same property NOI and other(1)	(12,817)		(9,270)		(25,312)		(17,925)
Sunrise Mall net operating loss	472		454		994		1,468
Tenant bankruptcy settlement income and lease termination income	—		(250)		(47)		(258)
Same-property NOI	$	54,357	$	52,471	$	109,029	$	105,968
NOI related to properties being redeveloped	5,248		4,815		11,061		9,618
Same-property NOI including properties in redevelopment	$	59,605	$	57,286	$	120,090	$	115,586

(1) Non-same property NOI includes NOI related to properties being redeveloped and properties acquired, disposed, or that are in the foreclosure process in the periods being compared.

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Funds From Operations

FFO applicable to diluted common shareholders was $58.4 million for the three months ended June 30, 2024 compared to $35.9 million for the three months ended June 30, 2023, and $97.4 million for the six months ended June 30, 2024 compared to $74.5 million for the six months ended June 30, 2023.

We calculate FFO in accordance with the National Association of Real Estate Investment Trusts’ (“Nareit”) definition. Nareit defines FFO as net income (computed in accordance with GAAP), excluding gains (or losses) from sales of depreciable real estate and land when connected to the main business of a REIT, impairments on depreciable real estate or land related to a REIT's main business, earnings from consolidated partially owned entities, and rental property depreciation and amortization expense. We believe FFO is a meaningful non-GAAP financial measure useful in comparing our levered operating performance from period to period both internally and among our peers because this non-GAAP measure excludes net gains on sales of depreciable real estate, real estate impairment losses, rental property depreciation and amortization expense which implicitly assumes that the value of real estate diminishes predictably over time rather than fluctuating based on market conditions. We believe the presentation of comparable period operating results generated from FFO provides useful information to investors because the definition excludes items included in net income that do not relate to, or are not, indicative of our operating and financial performance, such as depreciation and amortization related to real estate, and items which can make periodic and peer analyses of operating and financial performance more difficult, such as gains (or losses) from sales of depreciable real estate and land when connected to the main business of a REIT and impairments on depreciable real estate or land related to a REIT's main business. FFO does not represent cash flows from operating activities in accordance with GAAP, should not be considered an alternative to net income as an indication of our performance, and is not indicative of cash flow as a measure of liquidity or our ability to make cash distributions. FFO may not be comparable to similarly titled measures employed by others.

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

	Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in thousands)	2024		2023		2024		2023
Net income (loss)	$	32,024	$	10,563	$	34,469	$	(9,583)
Less net (income) loss attributable to noncontrolling interests in:
Operating partnership	(1,739)		(444)		(1,857)		344
Consolidated subsidiaries	474		143		750		383
Net income (loss) attributable to common shareholders	30,759		10,262		33,362		(8,856)
Adjustments:
Rental property depreciation and amortization	39,346		25,212		77,577		50,021
Limited partnership interests in operating partnership(1)	1,739		444		1,857		(344)
Gain on sale of real estate(2)	(13,447)		—		(15,349)		(356)
Real estate impairment loss(3)	—		—		—		34,055
FFO applicable to diluted common shareholders	$	58,397	$	35,918	$	97,447	$	74,520

(1) Represents earnings allocated to LTIP and OP unitholders for unissued common shares, which have been included for purposes of calculating earnings per diluted share for the periods presented because they are dilutive.

(2) The gain on sale of real estate for the six months ended June 30, 2023 relates to the release of escrow funds from a property disposed of in a prior period.

(3) During the first quarter of 2023, the Company recognized a non-cash impairment charge reducing the carrying value of Kingswood Center, an office and retail property located in Brooklyn, NY.

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Liquidity and Capital Resources

Due to the nature of our business, the cash generated from operations is primarily paid to our shareholders and unitholders of the Operating Partnership in the form of distributions. Our status as a REIT requires that we generally distribute at least 90% of our REIT’s ordinary taxable income each year. Our Board of Trustees declared a quarterly dividend of $0.17 per common share and OP unit for the first and second quarters of 2024, or an annual rate of $0.68. Historically, we have paid regular cash dividends; however, the timing, declaration, amount and payment of distributions to shareholders and unitholders of the Operating Partnership fall within the discretion of our Board of Trustees. Our Board of Trustees’ decisions regarding the payment of dividends depend on many factors, such as maintaining our REIT status, our financial condition, earnings, capital requirements, debt service obligations, limitations under our financing arrangements, industry practice, legal requirements, regulatory constraints, and other factors.

Property rental income is our primary source of cash flow and is dependent on a number of factors, including our occupancy level and rental rates, as well as our tenants’ ability to pay rent. Our properties have historically provided us with a relatively consistent stream of cash flow that enables us to pay operating expenses, debt service and recurring capital expenditures. Other sources of liquidity to fund cash requirements include proceeds from financings, equity offerings and asset sales.

We have an $800 million revolving credit agreement (the “Agreement”) with certain financial institutions which has a maturity date of February 9, 2027 and includes two six-month extension options. The Company obtained five letters of credit issued under the Agreement, aggregating $30.1 million, and provided them to mortgage lenders to secure its obligations for certain capital requirements per the respective mortgage agreements. The letters of credit issued under the Agreement have reduced the amount available under the facility commensurate with their face values but remain undrawn. As of June 30, 2024 there was $150 million drawn under the Agreement with an available remaining balance of $619.9 million under the facility. See Note 6 to the consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information regarding the Agreement.

In August 2022, the Company entered into an equity distribution agreement with various financial institutions acting as agents, forward sellers, and forward purchasers (the “Equity Distribution Agreement”). Pursuant to the Equity Distribution Agreement, the Company may from time to time offer and sell, through the agents and forward sellers, the Company’s common shares, par value $0.01 per share, having an aggregate offering price of up to $250 million (the “ATM Program”). During the six months ended June 30, 2024, the Company issued 2,690,298 common shares at a weighted average price of $17.85 per share under the ATM Program, generating cash proceeds of $47.4 million, net of commissions paid to distribution agents. See Note 14, Equity and Noncontrolling Interest in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information regarding the ATM Program.

Our short-term cash requirements consist of normal recurring operating expenses, lease obligations, regular debt service requirements, general and administrative expenses, expenditures related to leasing activity and distributions to shareholders and unitholders of the Operating Partnership. Our long-term capital requirements consist primarily of maturities under our long-term debt agreements, development and redevelopment costs and potential acquisitions. We have approximately $47 million of debt maturing within the next 12 months related to a mortgage loan encumbering one of our properties.

At June 30, 2024, we had cash and cash equivalents, including restricted cash, of $101.2 million and approximately $619.9 million available under the Agreement. The available balance under the Agreement and cash on hand are readily available to fund the debt obligations discussed above which are coming due within the next year.

Summary of Cash Flows

Cash and cash equivalents, including restricted cash, was $101.2 million at June 30, 2024, compared to $174.2 million at December 31, 2023 and $93.4 million at June 30, 2023, a decrease of $73.0 million and an increase $7.8 million, respectively. Our cash flow activities are summarized as follows:

	Six Months Ended June 30,
(Amounts in thousands)	2024		2023		$ Change
Net cash provided by operating activities	$	64,158	$	68,449	$	(4,291)
Net cash used in investing activities	(121,930)		(56,454)		(65,476)
Net cash used in financing activities	(15,270)		(47,343)		32,073

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Operating Activities

Net cash flow provided by operating activities primarily consists of cash inflows from rental revenue and cash outflows for property operating expenses, general and administrative expenses and interest and debt expense.

Net cash provided by operating activities of $64.2 million for the six months ended June 30, 2024 decreased by $4.3 million from $68.4 million for the six months ended June 30, 2023. The decrease is due to the timing of cash receipts and payments related to tenant collections and operating expenses.

Investing Activities

Net cash flow used in investing activities is impacted by the timing and extent of our real estate development, capital improvements, and acquisition and disposition activities during the period.

Net cash used in investing activities of $121.9 million for the six months ended June 30, 2024 increased by $65.5 million compared to net cash used in investing activities of $56.5 million for the six months ended June 30, 2023. The increase is primarily due to (i) $113.5 million increase in cash used for the acquisition of real estate, offset by (ii) $34.8 million increase in cash provided by the sale of properties, and (iii) $13.2 million decrease in cash used for real estate development and capital improvements.

The Company had 23 active development, redevelopment or anchor repositioning projects with total estimated costs of $170.1 million, of which $60.9 million had been incurred and $109.2 million remained to be funded as of June 30, 2024.

The following summarizes capital expenditures presented on a cash basis for the six months ended June 30, 2024 and 2023:

	Six Months Ended June 30,
(Amounts in thousands)	2024		2023
Capital expenditures:
Development and redevelopment costs	$	26,604	$	40,619
Capital improvements	10,806		11,661
Tenant improvements and allowances	3,254		2,830
Total capital expenditures	$	40,664	$	55,110

Financing Activities

Net cash flow used in financing activities is impacted by the timing and extent of issuances of debt and equity securities, distributions paid to common shareholders and unitholders of the Operating Partnership, as well as principal and other payments associated with our outstanding indebtedness.

Net cash used in financing activities of $15.3 million for the six months ended June 30, 2024 decreased by $32.1 million from cash used in financing activities of $47.3 million for the six months ended June 30, 2023. The decrease is primarily due to (i) $179.4 million decrease in cash used for debt repayments, (ii) $60 million increase in borrowings under the credit facility, (iii) $37.1 million increase in cash for proceeds from the issuance of common shares under the ATM program, and (iv) $3.5 million decrease in debt issuance costs driven by the refinancing of the mortgage loan on the Outlets at Bergen Town Center in the second quarter of 2023, offset by (v) $244.0 million decrease in mortgage proceeds, (vi) $3.5 million increase in distributions to shareholders and unitholders of the Operating Partnership, (vii) $0.3 million decrease in cash contributed by noncontrolling interests, and (viii) $0.1 million increase in tax withholdings on vested restricted stock.

On May 3, 2024, the Company obtained a 5-year, $50 million mortgage loan secured by its property Ledgewood Commons, located in Roxbury Township, NJ. The loan bears interest at a fixed rate of 6.03%.

On March 28, 2024, the Company refinanced the mortgage secured by its property, Yonkers Gateway Center, with a new 5-year, $50 million mortgage loan bearing interest at a fixed rate of 6.30%. The proceeds from the new loan were used to pay off the previous mortgage on the property which had an outstanding balance of $22.7 million.

On January 2, 2024, the Company repaid three variable rate loans aggregating $75.7 million with interest rates of 7.34% on the pay off date. The loans were secured by Hudson Commons, Greenbrook Commons and Gun Hill Commons and were due to mature in the fourth quarter of 2024.

During the six months ended June 30, 2024, the Company issued 2,690,298 common shares at a weighted average price of $17.85 per share under its ATM Program, generating cash proceeds of $47.4 million, net of commissions paid to distribution agents. See Note 14, Equity and Noncontrolling Interest in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information regarding the ATM Program.

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Contractual Obligations

We have contractual obligations related to our mortgage loans and line of credit that are both fixed and variable. As of June 30, 2024, our variable rate loans bear interest at a floating rate based on SOFR plus an applicable margin of 1.03% to 2.26%.

In connection with reference rate reform and the discontinuation of LIBOR, all of our LIBOR-indexed debt has been transitioned to SOFR effective July 2023. The discontinuation of LIBOR did not have an impact on our ability to borrow or maintain already outstanding borrowings. Further information on our mortgage loans can be found in Note 6 to the consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. In addition, we have contractual obligations for certain properties that are subject to long-term ground and building leases where a third party owns and has leased the underlying land to us. We also have non-cancelable operating leases pertaining to office space from which we conduct our business.

Additional contractual obligations that are not considered to be long-term, fixed in amount or easily determinable include:

•Obligations related to construction and development contracts. Such contracts or obligations will generally be due over the next two years;

•Obligations related to maintenance contracts, which can typically be canceled upon 30 to 60 days’ notice without penalty;

•Obligations related to employment contracts with certain executive officers and subject to cancellation by either the Company or the executive without cause upon notice; and

•Recorded debt premiums or discounts.

We believe that cash flows from our current operations, cash on hand, the line of credit under the Agreement, the potential to refinance our loans and our general ability to access the capital markets will be sufficient to finance our operations and fund our obligations in both the short-term and long-term.

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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We have exposure to fluctuations in interest rates, which are sensitive to many factors that are beyond our control. The following table discusses our exposure to hypothetical changes in market rates of interest on interest expense for our variable rate debt and fixed-rate debt. This analysis does not take into account all of the factors that may affect our debt, such as the effect that a changing interest rate environment could have on the overall level of economic activity or the action that our management might take to reduce our exposure to the change. This analysis assumes no change in our financial structure. As of June 30, 2024, our variable rate debt outstanding had rates indexed to SOFR.

	2024							2023
(Amounts in thousands)	June 30, Balance			Weighted Average Interest Rate	Effect of 1% Change in Base Rates			December 31, Balance			Weighted Average Interest Rate
Variable rate debt	$	201,598		6.18%	$	1,500	(3)	$	280,969		6.53%
Fixed rate debt	1,464,570			4.98%	—		(2)	1,462,766			4.88%
	$	1,666,168	(1)		$	1,500		$	1,743,735	(1)

(1) Excludes unamortized debt issuance costs of $13.1 million and $12.6 million as of June 30, 2024 and December 31, 2023, respectively. Debt issuance costs related to our unsecured credit facility are included within prepaid expenses and other assets on the consolidated balance sheets.

(2) If the weighted average interest rate of our fixed rate debt increased by 1% (i.e. due to refinancing at higher rates), annualized interest expense would have increased by approximately $14.6 million based on outstanding balances as of June 30, 2024.

(3) Excludes the impact of a 1% increase on our $51.6 million variable rate mortgage on Plaza at Woodbridge as the loan is hedged with an interest rate cap to limit the maximum SOFR to 3.0%. See Note 9 to the consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information on the Plaza at Woodbridge interest rate cap.

We may utilize various financial instruments to mitigate the impact of interest rate fluctuations on our cash flows and earnings, including hedging strategies, depending on our analysis of the interest rate environment and the costs and risks of such strategies. We do not enter into any financial instrument agreements, such as derivative agreements, for speculation or trading purposes. As of June 30, 2024, the Company was a counterparty to two interest rate derivative agreements which have been designated as cash flow hedges. These derivative instruments are assessed quarterly and as of June 30, 2024, both meet the criteria of an effective hedge.

Fair Value of Debt

The estimated fair value of our consolidated debt 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. As of June 30, 2024, the estimated fair value of our consolidated debt was $1.6 billion.

Other Market Risks

As of June 30, 2024, we had no material exposure to any other market risks (including foreign currency exchange risk or commodity price risk).

In making this determination and for purposes of the SEC’s market risk disclosure requirements, we have estimated the fair value of our financial instruments at June 30, 2024 based on pertinent information available to management as of that date. Although management is not aware of any factors that would significantly affect the estimated amounts as of June 30, 2024, future estimates of fair value and the amounts which may be paid or realized in the future may differ significantly from amounts presented.

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ITEM 4.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures (Urban Edge Properties)

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. Because of inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective.

There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f)) that occurred during the three months ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures (Urban Edge Properties LP)

The Operating Partnership’s management maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer of our general partner, as appropriate to allow timely decisions regarding required disclosures. Because of inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met.

The Operating Partnership’s management, with the participation of the Chief Executive Officer and Chief Financial Officer of our general partner, evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer of our general partner concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective.

There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f)) that occurred during the three months ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

We are party to various legal actions that arise in the ordinary course of business. In our opinion, after consultation with legal counsel, the outcome of such matters is not expected to have a material adverse effect on our financial position, results of operations or cash flows.

ITEM 1A.    RISK FACTORS

Except to the extent additional factual information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk factors (including, without limitation, the matters discussed in Part I, “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations”), there were no material changes to the risk factors disclosed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 14, 2024.

41

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Urban Edge Properties

(a) Recent Sales of Unregistered Securities: Not applicable.

(b) Use of Proceeds from Sales of Registered Securities: Not applicable.

(c) Issuer Purchases of Equity Securities:

Period	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs(1)
April 1, 2024 - April 30, 2024	—	$	—	—	$	145,900,000
May 1, 2024 - May 31, 2024	—	—		—	$	145,900,000
June 1, 2024 - June 30, 2024	—	—		—	$	145,900,000
Total	—	$	—	—

(1) In March 2020, the Board of Trustees authorized 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 SEC Rule 10b-18. The share repurchase program does not obligate the Company to acquire any particular amount of common shares and may be suspended or discontinued at any time at the Company’s discretion.

Urban Edge Properties LP

(a) Recent Sales of Unregistered Securities: Each time the Company issues common shares (other than in exchange for common units of the Operating Partnership when such common units are presented for redemption), it contributes the proceeds of such issuance to the Operating Partnership in return for an equivalent number of partnership units with rights and preferences analogous to the shares issued. During the three months ended June 30, 2024, in connection with shares issued under the ATM Program, the Operating Partnership issued an aggregate of 1,607,353 common units to the Company in exchange for approximately $29.3 million, the aggregate proceeds of such issuance of common shares to the Company. Such units were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

(b) Use of Proceeds from Sales of Registered Securities: Not applicable.

(c) Issuer Purchases of Equity Securities: Not applicable.

42

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.    MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.     OTHER INFORMATION

During the three months ended June 30, 2024, none of the Company’s trustees or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

ITEM 6.    EXHIBITS

The exhibits listed below are included in, or incorporated by reference into, this Quarterly Report on Form 10-Q.

INDEX TO EXHIBITS

The following exhibits are included as part of this Quarterly Report on Form 10-Q:

Exhibit Number	Exhibit Description
10.1	Urban Edge Properties 2024 Omnibus Share Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed on May 6, 2024).
10.2	Employment Agreement between Urban Edge Properties and Jeffrey S. Olson, dated June 28, 2024 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on July 2, 2024).
31.1*	Certification by the Chief Executive Officer for Urban Edge Properties pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification by the Chief Financial Officer for Urban Edge Properties pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.3*	Certification by the Chief Executive Officer for Urban Edge Properties LP pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.4*	Certification by the Chief Financial Officer for Urban Edge Properties LP pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification by the Chief Executive Officer and Chief Financial Officer for Urban Edge Properties pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification by the Chief Executive Officer and Chief Financial Officer for Urban Edge Properties LP pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.SCH*	Inline XBRL Taxonomy Extension Schema
101.CAL*	Inline XBRL Extension Calculation Linkbase
101.LAB*	Inline XBRL Extension Labels Linkbase
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase
104*	Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*)

* Filed herewith

** In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

43

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

URBAN EDGE PROPERTIES

(Registrant)

/s/ Mark Langer

Mark Langer, Chief Financial Officer

Date: July 31, 2024

URBAN EDGE PROPERTIES LP

By: Urban Edge Properties, General Partner

/s/ Mark Langer

Mark Langer, Chief Financial Officer

Date: July 31, 2024

44

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Jeffrey S. Olson, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q of Urban Edge Properties;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles;

c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of trustees (or persons performing the equivalent functions):

a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

July 31, 2024

/s/ Jeffrey S. Olson

Jeffrey S. Olson

Chairman of the Board of Trustees and Chief Executive Officer of Urban Edge Properties

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Mark Langer, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q of Urban Edge Properties;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles;

c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of trustees (or persons performing the equivalent functions):

a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

July 31, 2024

/s/ Mark Langer

Mark Langer

Chief Financial Officer of Urban Edge Properties

EX-31.3

EXHIBIT 31.3

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Jeffrey S. Olson, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q of Urban Edge Properties LP;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles;

c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of trustees (or persons performing the equivalent functions):

a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

July 31, 2024

/s/ Jeffrey S. Olson

Jeffrey S. Olson

Chairman of the Board of Trustees and Chief Executive Officer of Urban Edge Properties, general partner of Urban Edge Properties LP

EX-31.4

EXHIBIT 31.4

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Mark Langer, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q of Urban Edge Properties LP;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles;

c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of trustees (or persons performing the equivalent functions):

a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

July 31, 2024

/s/ Mark Langer

Mark Langer

Chief Financial Officer of Urban Edge Properties, general partner of Urban Edge Properties LP

EX-32.1

EXHIBIT 32.1

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsection (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of Urban Edge Properties, hereby certifies, to such officer’s knowledge, that:

The Quarterly Report on Form 10-Q for the period ended June 30, 2024(the “Report”) of Urban Edge Properties fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Urban Edge Properties.

July 31, 2024		/s/ Jeffrey S. Olson
	Name:	Jeffrey S. Olson
	Title:	Chairman of the Board of Trustees and Chief Executive Officer of Urban Edge Properties
July 31, 2024		/s/ Mark Langer
	Name:	Mark Langer
	Title:	Chief Financial Officer of Urban Edge Properties

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).

EX-32.2

EXHIBIT 32.2

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsection (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of Urban Edge Properties, hereby certifies, to such officer’s knowledge, that:

The Quarterly Report on Form 10-Q for the period ended June 30, 2024(the “Report”) of Urban Edge Properties LP fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Urban Edge Properties LP.

July 31, 2024		/s/ Jeffrey S. Olson
	Name:	Jeffrey S. Olson
	Title:	Chairman of the Board of Trustees and Chief Executive Officer of Urban Edge Properties, general partner of Urban Edge Properties LP
July 31, 2024		/s/ Mark Langer
	Name:	Mark Langer
	Title:	Chief Financial Officer of Urban Edge Properties, general partner of Urban Edge Properties LP

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).

XML

Cover Page - shares	6 Months Ended
	Jun. 30, 2024	Jul. 26, 2024
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-36523
Entity Registrant Name	URBAN EDGE PROPERTIES
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	47-6311266
Entity Address, Address Line One	888 Seventh Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	(212)
Local Phone Number	956-2556
Title of 12(b) Security	Common shares of beneficial interest, par value $0.01 per share
Trading Symbol	UE
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		121,334,116
Entity Central Index Key	0001611547
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Urban Edge Properties LP
Entity Information [Line Items]
Entity File Number	333-212951-01
Entity Registrant Name	URBAN EDGE PROPERTIES LP
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-4791544
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Real estate, at cost:
Land	$ 666,774	$ 635,905
Buildings and improvements	2,741,636	2,678,076
Construction in progress	232,690	262,275
Furniture, fixtures and equipment	10,446	9,923
Total	3,651,546	3,586,179
Accumulated depreciation and amortization	(864,210)	(819,243)
Real estate, net	2,787,336	2,766,936
Operating lease right-of-use assets	55,575	56,988
Cash and cash equivalents	78,615	101,123
Restricted cash	22,591	73,125
Tenant and other receivables	25,077	14,712
Receivable arising from the straight-lining of rents	60,159	60,775
Identified intangible assets, net of accumulated amortization of $58,266 and $51,399, respectively	114,526	113,897
Deferred leasing costs, net of accumulated amortization of $21,628 and $21,428, respectively	27,223	27,698
Prepaid expenses and other assets	64,594	64,555
Total assets	3,235,696	3,279,809
Liabilities:
Mortgages payable, net	1,503,030	1,578,110
Unsecured credit facility	150,000	153,000
Operating lease liabilities	52,556	53,863
Accounts payable, accrued expenses and other liabilities	88,523	102,997
Identified intangible liabilities, net of accumulated amortization of $48,718 and $46,610, respectively	175,837	170,411
Total liabilities	1,969,946	2,058,381
Commitments and contingencies (Note 10)
Shareholders’ equity:
Common shares: $0.01 par value; 500,000,000 shares authorized and 120,444,011 and 117,652,656 shares issued and outstanding, respectively	1,203	1,175
Additional paid-in capital	1,052,199	1,011,942
Accumulated other comprehensive income	689	460
Accumulated earnings	130,033	137,113
Noncontrolling interests:
Operating partnership	66,092	55,355
Consolidated subsidiaries	15,534	15,383
Total equity	1,265,750	1,221,428
Total liabilities and equity	$ 3,235,696	$ 3,279,809

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Accumulated depreciation, identifiable intangible assets	$ 58,266	$ 51,399
Accumulated amortization, deferred leasing costs	21,628	21,428
Accumulated amortization, identified intangible liabilities	$ 48,718	$ 46,610
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares, issued (in shares)	120,444,011	120,444,011
Common stock, shares, outstanding (in shares)	117,652,656	117,652,656

XML

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME - USD ($) shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
REVENUE
Total revenue	$ 106,546,000	$ 99,065,000	$ 216,172,000	$ 198,506,000
EXPENSES
Depreciation and amortization	39,679,000	25,513,000	78,253,000	50,597,000
Real estate taxes	17,472,000	16,121,000	34,475,000	31,798,000
Property operating	18,260,000	15,708,000	38,766,000	33,134,000
General and administrative	9,368,000	9,907,000	18,414,000	18,965,000
Real estate impairment loss	0	0	0	34,055,000
Lease expense	3,115,000	3,156,000	6,243,000	6,311,000
Total expenses	87,894,000	70,405,000	176,151,000	174,860,000
Gain on sale of real estate	13,447,000	0	15,349,000	356,000
Interest income	661,000	564,000	1,349,000	1,075,000
Interest and debt expense	(21,896,000)	(18,131,000)	(42,473,000)	(33,424,000)
Gain (loss) on extinguishment of debt, net	21,699,000	(489,000)	21,427,000	(489,000)
Income (loss) before income taxes	32,563,000	10,604,000	35,673,000	(8,836,000)
Income tax expense	(539,000)	(41,000)	(1,204,000)	(747,000)
Net income (loss)	32,024,000	10,563,000	34,469,000	(9,583,000)
Less net (income) loss attributable to NCI in:
Operating partnership	(1,739,000)	(444,000)	(1,857,000)	344,000
Consolidated subsidiaries	474,000	143,000	750,000	383,000
Net income (loss) attributable to common shareholders	$ 30,759,000	$ 10,262,000	$ 33,362,000	$ (8,856,000)
Earnings (loss) per common share - Basic (in dollars per share)	$ 0.26	$ 0.09	$ 0.28	$ (0.08)
Earnings (loss) per common share - Diluted (in dollars per share)	$ 0.26	$ 0.09	$ 0.28	$ (0.08)
Weighted average shares outstanding - Basic (in shares)	118,859	117,482	118,466	117,466
Weighted average shares outstanding - Diluted (in shares)	118,971	117,578	118,575	117,466
Net income (loss)	$ 32,024,000	$ 10,563,000	$ 34,469,000	$ (9,583,000)
Effective portion of change in fair value of derivatives	(53,000)	(21,000)	240,000	(321,000)
Comprehensive income (loss)	31,971,000	10,542,000	34,709,000	(9,904,000)
Less comprehensive income (loss) attributable to NCI in Operating partnership	3,000	1,000	(11,000)	13,000
Less net (income) loss attributable to NCI in Operating partnership	(1,739,000)	(444,000)	(1,857,000)	344,000
Less net (income) loss attributable to NCI in Consolidated subsidiaries	474,000	143,000	750,000	383,000
Comprehensive income (loss) attributable to common shareholders	30,709,000	10,242,000	33,591,000	(9,164,000)
Rental Revenue
REVENUE
Revenues	106,358,000	98,773,000	215,905,000	198,127,000
Other income
REVENUE
Revenues	188,000	292,000	267,000	379,000
Urban Edge Properties LP
REVENUE
Total revenue	106,546,000	99,065,000	216,172,000	198,506,000
EXPENSES
Depreciation and amortization	39,679,000	25,513,000	78,253,000	50,597,000
Real estate taxes	17,472,000	16,121,000	34,475,000	31,798,000
Property operating	18,260,000	15,708,000	38,766,000	33,134,000
General and administrative	9,368,000	9,907,000	18,414,000	18,965,000
Real estate impairment loss	0	0	0	34,055,000
Lease expense	3,115,000	3,156,000	6,243,000	6,311,000
Total expenses	87,894,000	70,405,000	176,151,000	174,860,000
Gain on sale of real estate	13,447,000	0	15,349,000	356,000
Interest income	661,000	564,000	1,349,000	1,075,000
Interest and debt expense	(21,896,000)	(18,131,000)	(42,473,000)	(33,424,000)
Gain (loss) on extinguishment of debt, net	21,699,000	(489,000)	21,427,000	(489,000)
Income (loss) before income taxes	32,563,000	10,604,000	35,673,000	(8,836,000)
Income tax expense	(539,000)	(41,000)	(1,204,000)	(747,000)
Net income (loss)	32,024,000	10,563,000	34,469,000	(9,583,000)
Less net (income) loss attributable to NCI in:
Consolidated subsidiaries	474,000	143,000	750,000	383,000
Net income (loss) attributable to common shareholders	$ 32,498,000	$ 10,706,000	$ 35,219,000	$ (9,200,000)
Earnings (loss) per common share - Basic (in dollars per share)	$ 0.26	$ 0.09	$ 0.29	$ (0.08)
Earnings (loss) per common share - Diluted (in dollars per share)	$ 0.26	$ 0.09	$ 0.29	$ (0.08)
Weighted average shares outstanding - Basic (in shares)	123,572	121,920	123,109	121,836
Weighted average shares outstanding - Diluted (in shares)	123,885	122,111	123,218	121,836
Net income (loss)	$ 32,024,000	$ 10,563,000	$ 34,469,000	$ (9,583,000)
Effective portion of change in fair value of derivatives	(53,000)	(21,000)	240,000	(321,000)
Comprehensive income (loss)	31,971,000	10,542,000	34,709,000	(9,904,000)
Less net (income) loss attributable to NCI in Consolidated subsidiaries	474,000	143,000	750,000	383,000
Comprehensive income (loss) attributable to common shareholders	32,445,000	10,685,000	35,459,000	(9,521,000)
Urban Edge Properties LP | Rental Revenue
REVENUE
Revenues	106,358,000	98,773,000	215,905,000	198,127,000
Urban Edge Properties LP | Other income
REVENUE
Revenues	$ 188,000	$ 292,000	$ 267,000	$ 379,000

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - USD ($) $ in Thousands	Total	Urban Edge Properties LP	Urban Edge Properties LP Accumulated Earnings (Deficit)	Urban Edge Properties LP NCI in Consolidated Subsidiaries	Urban Edge Properties LP General Partner	Urban Edge Properties LP Limited Partners		Common Shares	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Other Comprehensive Income (Loss) Urban Edge Properties LP	Accumulated Earnings (Deficit)	Accumulated Earnings (Deficit) Urban Edge Properties LP	Operating Partnership	NCI in Consolidated Subsidiaries
Beginning balance (in shares) at Dec. 31, 2022								117,450,951
Beginning balance (in shares) at Dec. 31, 2022					117,450,951	4,713,558
Beginning balance at Dec. 31, 2022	$ 1,030,106	$ 1,030,106	$ (38,705)	$ 13,906	$ 1,012,466	$ 41,810	[1]	$ 1,173	$ 1,011,293	$ 629	$ 629	$ (36,104)		$ 39,209	$ 13,906
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss) attributable to common shareholders/unitholders	(8,856)	(9,200)	(9,200)									(8,856)
Net income (loss) attributable to NCI	(727)	(383)		(383)										(344)	(383)
Other comprehensive loss	(321)	(321)								(308)	(308)		$ (13)	(13)
Common units issued as a result of common shares issued by Urban Edge (in shares)					126,288	409,499
Common units issued as a result of common shares issued by Urban Edge		195	(44)		$ 239
Units redeemed for common shares (in shares)					70,000	(70,000)		70,000
Units redeemed for common shares	1,145	1,145			$ 573	$ 572	[1]	$ 1	572					572
Reallocation of NCI	(1,145)	(1,145)			345	(1,490)	[1]		345					(1,490)
Common shares issued (in shares)								126,288
Common shares issued	195							$ 1	238			(44)
Dividends to common shareholders	(37,584)											(37,584)
Distributions to redeemable NCI	(1,626)													(1,626)
Distributions to Partners		(39,210)	(39,210)
Contributions from noncontrolling interests	1,221	1,221		1,221											1,221
Share-based compensation expense	4,209	4,209			$ 496	$ 3,713	[1]		496					3,713
Share-based awards retained for taxes (in shares)					(7,637)			(7,637)
Share-based awards retained for taxes	(119)	(119)			$ (119)				(119)
Ending balance (in shares) at Jun. 30, 2023								117,639,602
Ending balance (in shares) at Jun. 30, 2023					117,639,602	5,053,057
Ending balance at Jun. 30, 2023	986,498	986,498	(87,172)	14,744	$ 1,014,000	$ 44,605	[1],[2]	$ 1,175	1,012,825	321	321	(82,588)		40,021	14,744
Beginning balance (in shares) at Mar. 31, 2023								117,571,250
Beginning balance (in shares) at Mar. 31, 2023					117,571,250	5,046,501
Beginning balance at Mar. 31, 2023	992,489	992,489	(78,244)	14,224	$ 1,011,696	$ 44,472	[2]	$ 1,174	1,010,522	341	341	(74,034)		40,262	14,224
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss) attributable to common shareholders/unitholders	10,262	10,706	10,706									10,262
Net income (loss) attributable to NCI	301	(143)		(143)										444	(143)
Other comprehensive loss	(21)	(21)								(20)	(20)		(1)	(1)
Common units issued as a result of common shares issued by Urban Edge (in shares)					18,352	56,556
Common units issued as a result of common shares issued by Urban Edge		195	(22)		$ 217
Units redeemed for common shares (in shares)					50,000	(50,000)		50,000
Units redeemed for common shares	823	823			$ 412	$ 411	[2]	$ 1	411					411
Reallocation of NCI	(823)	(823)			1,453	(2,276)	[2]		1,453					(2,276)
Common shares issued (in shares)								18,352
Common shares issued	195							$ 0	217			(22)
Dividends to common shareholders	(18,794)											(18,794)
Distributions to redeemable NCI	(817)													(817)
Distributions to Partners		(19,611)	(19,611)
Contributions from noncontrolling interests	663	663													663
Share-based compensation expense	2,202	2,202			$ 204	$ 1,998	[2]		204					1,998
Share-based awards retained for taxes (in shares)					0			0
Share-based awards retained for taxes	18	18			$ 18				18
Ending balance (in shares) at Jun. 30, 2023								117,639,602
Ending balance (in shares) at Jun. 30, 2023					117,639,602	5,053,057
Ending balance at Jun. 30, 2023	$ 986,498	$ 986,498	(87,172)	14,744	$ 1,014,000	$ 44,605	[1],[2]	$ 1,175	1,012,825	321	321	(82,588)		40,021	14,744
Beginning balance (in shares) at Dec. 31, 2023	117,652,656	117,652,656						117,652,656
Beginning balance (in shares) at Dec. 31, 2023					117,652,656	5,659,781
Beginning balance at Dec. 31, 2023	$ 1,221,428	$ 1,221,428	143,157	15,383	$ 1,013,117	$ 49,311	[3]	$ 1,175	1,011,942	460	460	137,113		55,355	15,383
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss) attributable to common shareholders/unitholders	33,362	35,219	35,219									33,362
Net income (loss) attributable to NCI	1,107	(750)		(750)										1,857	(750)
Other comprehensive loss	240	240								229	229		11	11
Common units issued as a result of common shares issued by Urban Edge (in shares)					2,763,639	1,101,680
Common units issued as a result of common shares issued by Urban Edge		46,167	(46)		$ 46,213
Units redeemed for common shares (in shares)					38,833	(38,833)		38,833
Units redeemed for common shares	736	736			$ 368	$ 368	[3]	$ 0	368					368
Reallocation of NCI	(736)	(736)			(6,581)	5,845	[3]		(6,581)					5,845
Common shares issued (in shares)								2,763,639
Common shares issued	46,167							$ 28	46,185			(46)
Dividends to common shareholders	(40,396)											(40,396)
Distributions to redeemable NCI	(2,336)													(2,336)
Distributions to Partners		(42,732)	(42,732)
Contributions from noncontrolling interests	901	901		901											901
Share-based compensation expense	4,863	4,863			$ 480	4,383	[3]		480					4,383
Issuance of accrued LTIP units	609	609				$ 609	[3]							609
Share-based awards retained for taxes (in shares)					(11,117)			(11,117)
Share-based awards retained for taxes	$ (195)	$ (195)			$ (195)				(195)
Ending balance (in shares) at Jun. 30, 2024	117,652,656	120,444,011						120,444,011
Ending balance (in shares) at Jun. 30, 2024					120,444,011	6,722,628
Ending balance at Jun. 30, 2024	$ 1,265,750	$ 1,265,750	135,609	15,534	$ 1,053,402	$ 60,516	[4]	$ 1,203	1,052,199	689	689	130,033		66,092	15,534
Beginning balance (in shares) at Mar. 31, 2024								118,815,093
Beginning balance (in shares) at Mar. 31, 2024					118,815,093	6,555,570
Beginning balance at Mar. 31, 2024	1,222,383	1,222,383	124,410	15,107	$ 1,023,896	$ 58,231	[4]	$ 1,186	1,022,710	739	739	119,513		63,128	15,107
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss) attributable to common shareholders/unitholders	30,759	32,498	32,498									30,759
Net income (loss) attributable to NCI	1,265	(474)		(474)										1,739	(474)
Other comprehensive loss	(53)	(53)								(50)	(50)		$ (3)	(3)
Common units issued as a result of common shares issued by Urban Edge (in shares)					1,622,418	173,558
Common units issued as a result of common shares issued by Urban Edge		28,938	(23)		$ 28,961
Units redeemed for common shares (in shares)					6,500	(6,500)		6,500
Units redeemed for common shares	128	128			$ 64	$ 64	[4]		64					64
Reallocation of NCI	(128)	(128)			238	(366)	[4]		238					(366)
Common shares issued (in shares)								1,622,418
Common shares issued	28,938							$ 17	28,944			(23)
Dividends to common shareholders	(20,216)											(20,216)
Distributions to redeemable NCI	(1,057)													(1,057)
Distributions to Partners		(21,273)	(21,273)
Contributions from noncontrolling interests	901	901		901											901
Share-based compensation expense	2,442	2,442			$ 243	2,199	[4]		243					2,199
Issuance of accrued LTIP units	$ 388	$ 388				$ 388								388
Ending balance (in shares) at Jun. 30, 2024	117,652,656	120,444,011						120,444,011
Ending balance (in shares) at Jun. 30, 2024					120,444,011	6,722,628
Ending balance at Jun. 30, 2024	$ 1,265,750	$ 1,265,750	$ 135,609	$ 15,534	$ 1,053,402	$ 60,516	[4]	$ 1,203	$ 1,052,199	$ 689	$ 689	$ 130,033		$ 66,092	$ 15,534

[1] Limited partners have a 4.1% common limited partnership interest in the Operating Partnership as of June 30, 2023 in the form of OP Units and LTIP Units.

[2] Limited partners have a 4.1% common limited partnership interest in the Operating Partnership as of June 30, 2023 in the form of Operating Partnership Units (“OP Units”) and Long-Term Incentive Plan Units (“LTIP Units”).

[3] Limited partners have a 5.3% common limited partnership interest in the Operating Partnership as of June 30, 2024 in the form of OP and LTIP Units.

[4] Limited partners have a 5.3% common limited partnership interest in the Operating Partnership as of June 30, 2024 in the form of OP and LTIP Units.

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Parenthetical) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Distributions to redeemable NCI (in dollars per unit)	$ 0.17	$ 0.16	$ 0.34	$ 0.32
Accumulated Earnings (Deficit) | Urban Edge Properties LP
Dividends on common shares (in dollars per share)	0.17	0.16	0.34	0.32
Accumulated Earnings (Deficit)
Dividends on common shares (in dollars per share)	0.17	0.16	0.34	0.32
Operating Partnership
Distributions to redeemable NCI (in dollars per unit)	$ 0.17	$ 0.16	$ 0.34	$ 0.32
Operating Partnership | Limited Partners | Urban Edge Properties LP
Noncontrolling interest percentage	5.30%	4.10%	5.30%	4.10%

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ 34,469,000	$ (9,583,000)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	80,151,000	52,148,000
Gain on sale of real estate	(15,349,000)	(356,000)
Real estate impairment loss	0	34,055,000
(Gain) loss on extinguishment of debt, net	(21,427,000)	489,000
Amortization of below market leases, net	(2,143,000)	(3,481,000)
Noncash lease expense	3,569,000	3,575,000
Straight-lining of rent	(1,503,000)	(1,711,000)
Share-based compensation expense	4,863,000	4,209,000
Change in operating assets and liabilities:
Tenant and other receivables	(1,475,000)	1,612,000
Deferred leasing costs	(3,626,000)	(4,303,000)
Prepaid expenses and other assets	(2,887,000)	(1,103,000)
Lease liabilities	(3,463,000)	(3,424,000)
Accounts payable, accrued expenses and other liabilities	(7,021,000)	(3,678,000)
Net cash provided by operating activities	64,158,000	68,449,000
CASH FLOWS FROM INVESTING ACTIVITIES
Real estate development and capital improvements	(41,564,000)	(54,739,000)
Proceeds from sale of real estate	35,183,000	356,000
Acquisitions of real estate	(115,549,000)	(2,071,000)
Net cash used in investing activities	(121,930,000)	(56,454,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Debt repayments	(168,502,000)	(347,866,000)
Dividends to common shareholders	(40,396,000)	(37,584,000)
Distributions to redeemable noncontrolling interests	(2,336,000)	(1,626,000)
Taxes withheld for vested restricted shares	(195,000)	(119,000)
Contributions from noncontrolling interests	901,000	1,221,000
Borrowings under unsecured credit facility	60,000,000	0
Proceeds from mortgage loan borrowings	100,000,000	344,000,000
Debt issuance costs	(2,012,000)	(5,564,000)
Proceeds related to the issuance of common shares	37,270,000	195,000
Net cash used in financing activities	(15,270,000)	(47,343,000)
Net decrease in cash and cash equivalents and restricted cash	(73,042,000)	(35,348,000)
Cash and cash equivalents and restricted cash at beginning of period	174,248,000	128,774,000
Cash and cash equivalents and restricted cash at end of period	101,206,000	93,426,000
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash payments for interest, net of amounts capitalized of $5,307 and $5,541, respectively	44,430,000	29,606,000
Cash payments for income taxes	8,901,000	32,000
NON-CASH INVESTING AND FINANCING ACTIVITIES
Accrued capital expenditures included in accounts payable and accrued expenses	17,510,000	23,926,000
Write-off of fully depreciated and impaired assets	10,084,000	35,963,000
Decrease in assets and liabilities in connection with foreclosure:
Real Estate, Net	47,518,000	0
Mortgages payable, net	68,613,000	0
Cash and cash equivalents at beginning of period	101,123,000	85,518,000
Cash and cash equivalents at end of period	78,615,000	48,930,000
Restricted cash at beginning of period	73,125,000	43,256,000
Restricted cash at end of period	22,591,000	44,496,000
Cash and cash equivalents and restricted cash at beginning/end of period	101,206,000	93,426,000
Urban Edge Properties LP
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	34,469,000	(9,583,000)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	80,151,000	52,148,000
Gain on sale of real estate	(15,349,000)	(356,000)
Real estate impairment loss	0	34,055,000
(Gain) loss on extinguishment of debt, net	(21,427,000)	489,000
Amortization of below market leases, net	(2,143,000)	(3,481,000)
Noncash lease expense	3,569,000	3,575,000
Straight-lining of rent	(1,503,000)	(1,711,000)
Share-based compensation expense	4,863,000	4,209,000
Change in operating assets and liabilities:
Tenant and other receivables	(1,475,000)	1,612,000
Deferred leasing costs	(3,626,000)	(4,303,000)
Prepaid expenses and other assets	(2,887,000)	(1,103,000)
Lease liabilities	(3,463,000)	(3,424,000)
Accounts payable, accrued expenses and other liabilities	(7,021,000)	(3,678,000)
Net cash provided by operating activities	64,158,000	68,449,000
CASH FLOWS FROM INVESTING ACTIVITIES
Real estate development and capital improvements	(41,564,000)	(54,739,000)
Proceeds from sale of real estate	35,183,000	356,000
Acquisitions of real estate	(115,549,000)	(2,071,000)
Net cash used in investing activities	(121,930,000)	(56,454,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Debt repayments	(168,502,000)	(347,866,000)
Distributions to partners	(42,732,000)	(39,210,000)
Taxes withheld for vested restricted shares	(195,000)	(119,000)
Contributions from noncontrolling interests	901,000	1,221,000
Borrowings under unsecured credit facility	60,000,000	0
Proceeds from mortgage loan borrowings	100,000,000	344,000,000
Debt issuance costs	(2,012,000)	(5,564,000)
Proceeds related to the issuance of common shares	37,270,000	195,000
Net cash used in financing activities	(15,270,000)	(47,343,000)
Net decrease in cash and cash equivalents and restricted cash	(73,042,000)	(35,348,000)
Cash and cash equivalents and restricted cash at beginning of period	174,248,000	128,774,000
Cash and cash equivalents and restricted cash at end of period	101,206,000	93,426,000
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash payments for interest, net of amounts capitalized of $5,307 and $5,541, respectively	44,430,000	29,606,000
Cash payments for income taxes	8,901,000	32,000
NON-CASH INVESTING AND FINANCING ACTIVITIES
Accrued capital expenditures included in accounts payable and accrued expenses	17,510,000	23,926,000
Write-off of fully depreciated and impaired assets	10,084,000	35,963,000
Decrease in assets and liabilities in connection with foreclosure:
Real Estate, Net	47,518,000	0
Mortgages payable, net	68,613,000	0
Cash and cash equivalents at beginning of period	101,123,000	85,518,000
Cash and cash equivalents at end of period	78,615,000	48,930,000
Restricted cash at beginning of period	73,125,000	43,256,000
Restricted cash at end of period	22,591,000	44,496,000
Cash and cash equivalents and restricted cash at beginning/end of period	$ 101,206,000	$ 93,426,000

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CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Capitalized interest	$ 5,307	$ 5,541
Urban Edge Properties LP
Capitalized interest	$ 5,307	$ 5,541

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CONSOLIDATED BALANCE SHEETS - UELP - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Dec. 31, 2022
Real estate, at cost:
Land	$ 666,774	$ 635,905
Buildings and improvements	2,741,636	2,678,076
Construction in progress	232,690	262,275
Furniture, fixtures and equipment	10,446	9,923
Total	3,651,546	3,586,179
Accumulated depreciation and amortization	(864,210)	(819,243)
Real estate, net	2,787,336	2,766,936
Operating lease right-of-use assets	55,575	56,988
Cash and cash equivalents	78,615	101,123	$ 48,930	$ 85,518
Restricted cash	22,591	73,125	44,496	43,256
Tenant and other receivables	25,077	14,712
Receivable arising from the straight-lining of rents	60,159	60,775
Identified intangible assets, net of accumulated amortization of $58,266 and $51,399, respectively	114,526	113,897
Deferred leasing costs, net of accumulated amortization of $21,628 and $21,428, respectively	27,223	27,698
Prepaid expenses and other assets	64,594	64,555
Total assets	3,235,696	3,279,809
Liabilities:
Mortgages payable, net	1,503,030	1,578,110
Unsecured credit facility	150,000	153,000
Operating lease liabilities	52,556	53,863
Accounts payable, accrued expenses and other liabilities	88,523	102,997
Identified intangible liabilities, net of accumulated amortization of $48,718 and $46,610, respectively	175,837	170,411
Total liabilities	1,969,946	2,058,381
Commitments and contingencies (Note 10)
Partners’ capital:
Accumulated other comprehensive income	689	460
Accumulated earnings	130,033	137,113
Consolidated subsidiaries	15,534	15,383
Total equity	1,265,750	1,221,428	986,498	1,030,106
Total liabilities and equity	3,235,696	3,279,809
Urban Edge Properties LP
Real estate, at cost:
Land	666,774	635,905
Buildings and improvements	2,741,636	2,678,076
Construction in progress	232,690	262,275
Furniture, fixtures and equipment	10,446	9,923
Total	3,651,546	3,586,179
Accumulated depreciation and amortization	(864,210)	(819,243)
Real estate, net	2,787,336	2,766,936
Operating lease right-of-use assets	55,575	56,988
Cash and cash equivalents	78,615	101,123	48,930	85,518
Restricted cash	22,591	73,125	44,496	43,256
Tenant and other receivables	25,077	14,712
Receivable arising from the straight-lining of rents	60,159	60,775
Identified intangible assets, net of accumulated amortization of $58,266 and $51,399, respectively	114,526	113,897
Deferred leasing costs, net of accumulated amortization of $21,628 and $21,428, respectively	27,223	27,698
Prepaid expenses and other assets	64,594	64,555
Total assets	3,235,696	3,279,809
Liabilities:
Mortgages payable, net	1,503,030	1,578,110
Unsecured credit facility	150,000	153,000
Operating lease liabilities	52,556	53,863
Accounts payable, accrued expenses and other liabilities	88,523	102,997
Identified intangible liabilities, net of accumulated amortization of $48,718 and $46,610, respectively	175,837	170,411
Total liabilities	1,969,946	2,058,381
Commitments and contingencies (Note 10)
Partners’ capital:
General partner: 120,444,011 and 117,652,656 units outstanding, respectively	1,053,402	1,013,117
Limited partners: 6,722,628 and 5,659,781 units outstanding, respectively	60,516	49,311
Accumulated other comprehensive income	689	460
Accumulated earnings	135,609	143,157
Total partners’ capital	1,250,216	1,206,045
Consolidated subsidiaries	15,534	15,383
Total equity	1,265,750	1,221,428	$ 986,498	$ 1,030,106
Total liabilities and equity	$ 3,235,696	$ 3,279,809

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CONSOLIDATED BALANCE SHEETS - UELP (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Accumulated depreciation, identifiable intangible assets	$ 58,266	$ 51,399
Accumulated amortization, deferred leasing costs	21,628	21,428
Accumulated amortization, identified intangible liabilities	$ 48,718	$ 46,610
Common stock, shares, outstanding (in shares)	117,652,656	117,652,656
Urban Edge Properties LP
Accumulated depreciation, identifiable intangible assets	$ 58,266	$ 51,399
Accumulated amortization, deferred leasing costs	21,628	21,428
Accumulated amortization, identified intangible liabilities	$ 48,718	$ 46,610
Common stock, shares, outstanding (in shares)	120,444,011	117,652,656
Limited Partners, units outstanding (in units)	6,722,628	5,659,781

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ORGANIZATION

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION

ORGANIZATION

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

The Operating Partnership’s capital includes general and common limited partnership interests in the operating partnership (“OP Units”). As of June 30, 2024, Urban Edge owned approximately 94.7% of the outstanding common OP Units with the remaining limited OP Units held by members of management, Urban Edge’s Board of Trustees, and contributors of property interests acquired. Urban Edge serves as the sole general partner of the Operating Partnership. The third-party unitholders have limited rights over the Operating Partnership such that they do not have characteristics of a controlling financial interest. As such, the Operating Partnership is considered a variable interest entity (“VIE”), and the Company is the primary beneficiary which consolidates it. The Company’s only investment is the Operating Partnership. The VIE’s assets can be used for purposes other than the settlement of the VIE’s obligations and the Company’s partnership interest is considered a majority voting interest.

As of June 30, 2024, our portfolio consisted of 71 shopping centers, two outlet centers and two malls totaling approximately 17.2 million square feet (“sf”), which is inclusive of a 95% controlling interest in our property in Walnut Creek, CA (Mt. Diablo), and an 82.5% controlling interest in Sunrise Mall, in Massapequa, NY.

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BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions of Form 10-Q. Certain information and footnote disclosures included in our annual financial statements have been condensed or omitted. In the opinion of management, the consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of the Company and the Operating Partnership and the results of operations and cash flows for the interim periods presented. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024. Accordingly, these consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (“SEC”).

The consolidated balance sheets as of June 30, 2024 and December 31, 2023 reflect the consolidation of wholly-owned subsidiaries and those entities in which we have a controlling financial interest. As of June 30, 2024 and December 31, 2023, excluding the Operating Partnership, we consolidated two VIEs with total assets of $49.3 million and $47.2 million, respectively, and total liabilities of $23.9 million and $20.3 million, respectively. The consolidated statements of income and comprehensive income for the three and six months ended June 30, 2024 and 2023, include the consolidated accounts of the Company, the Operating Partnership and the two VIEs. All intercompany transactions have been eliminated in consolidation.

Our primary business is the ownership, management, acquisition, development, and redevelopment of retail shopping centers and malls. We do not distinguish from our primary business or group our operations on a geographical basis for purposes of measuring performance. The Company’s Chief Operating Decision Maker (“CODM”) reviews operating and financial information at the individual operating segment. We aggregate all of our properties into 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.

None of our tenants accounted for more than 10% of our revenue or property operating income as of June 30, 2024.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Real Estate — Real estate is carried at cost, net of accumulated depreciation and amortization. Expenditures for ordinary maintenance and repairs are expensed to operations as they are incurred. Significant renovations that improve or extend the useful lives of assets are capitalized. As real estate is undergoing redevelopment activities, all property operating expenses directly associated with and attributable to the redevelopment, including interest, are capitalized to the extent the capitalized costs of the property do not exceed the estimated fair value of the property when completed. If the cost of the redeveloped property, including the net book value of the existing property, exceeds the estimated fair value of redeveloped property, the excess is charged to impairment expense. The capitalization period begins when redevelopment activities are under way and ends when the project is substantially complete and ready for its intended use. Depreciation is recognized on a straight-line basis over estimated useful lives which range from one to 40 years.

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. We assess fair value based on estimated cash flow projections utilizing appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including historical operating results, known trends, and market/economic conditions. We record acquired intangible assets (including acquired above-market leases, acquired in-place leases and tenant relationships) and acquired intangible liabilities (including below-market leases) at their estimated fair value. We amortize identified intangibles that have finite lives over the period they are expected to contribute directly or indirectly to the future cash flows of the property or business acquired.

Our properties and development projects are individually evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. 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. An impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis taking into account the appropriate capitalization rate in determining a future terminal value. An impairment loss is measured based on the excess of the property’s carrying amount over its estimated fair value. 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. Impairment analyses are based on our current plans, intended holding periods and available market information at the time the analyses 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.

Tenant and Other Receivables and Changes in Collectibility Assessment — Tenant receivables include unpaid amounts billed to tenants, disputed enforceable charges and accrued revenues for future billings to tenants for property expenses. We evaluate the collectibility of amounts due from tenants and disputed enforceable charges on both a lease-by-lease and a portfolio-level, which result from the inability of tenants to make required payments under their operating lease agreements. We recognize changes in the collectibility assessment of these operating leases as adjustments to rental revenue in accordance with ASC 842 Leases. Management exercises judgment in assessing collectibility and considers payment history, current credit status and publicly available information about the financial condition of the tenant, among other factors. Tenant receivables and receivables arising from the straight-lining of rents are written-off directly when management deems the collectibility of substantially all future lease payments from a specific lease is not probable, at which point, the Company will begin recognizing revenue from such leases prospectively, based on actual amounts received. This write-off effectively reduces cumulative non-cash rental income recognized from the straight-lining of rents since lease commencement. If the Company subsequently determines that it is probable it will collect substantially all of the lessee’s remaining lease payments under the lease term, the Company will reinstate the receivables balance, including those arising from the straight-lining of rents.

Recently Issued Accounting Literature — In March 2020 and January 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-04 Reference Rate Reform (ASC 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and ASU 2021-01 Reference Rate Reform (ASC 848): Scope which provide 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 (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met. ASU 2020-04 and ASU 2021-01 were effective for all entities as of March 12, 2020 through December 31, 2022. In December 2022, FASB issued ASU 2022-06 Reference Rate Reform (ASC 848): Deferral of the Sunset Date of Topic 848, which extended the final sunset date from December 31, 2022 to December 31, 2024. During June 2023, the Company entered into loan amendments to transition its four LIBOR-based loans to the Secured Overnight Financing Rate (“SOFR”). The amendments went into effect in July 2023 and did not have a material impact on the loans affected.

In August 2023, FASB issued ASU 2023-05 Business Combinations - Joint Venture Formation (Subtopic 805-60): Recognition and Initial Measurement, which provides an update to the accounting treatment of joint ventures upon formation. This update requires companies to measure assets and liabilities contributed to joint ventures at fair value at the time of formation and has an effective date of January 1, 2025. The update is to be applied prospectively, with a retrospective option for previously formed joint ventures. The Company will adopt the provisions of this ASU for any future joint venture formations.

In November 2023, FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which provides for additional disclosures as they relate to a Company’s segments. Additional requirements per the update include disclosures for significant segment expenses, measures of profit or loss used by the CODM and how these measures are used to allocate resources and assess segment performance. The amendments in this ASU will also apply to entities with a single reportable segment and is effective for all public entities for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company is evaluating the impact of this update on its disclosures and will apply the required amendments in its December 31, 2024 Annual Report on Form 10-K.

In December 2023, FASB issued ASU 2023-09 Income Tax (Topic 740): Improvements to Income Tax Disclosures which provides for additional disclosures for rate reconciliations, disaggregation of income taxes paid, and other disclosures. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2024. The Company will adopt and incorporate any required disclosures in its December 31, 2025 Annual Report on Form 10-K.

In March 2024, FASB issued ASU 2024-01 Compensation - Stock Compensation (Topic 718): 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. 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. 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.

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 or disclosures.

Recent SEC Reporting Updates — On March 6, 2024, the SEC issued its final ruling on The Enhancement and Standardization of Climate-Related Disclosures for Investors (Release No. 34-99678). 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. These disclosures include, but are not limited to, governance, risk management, strategy, emissions, capital expenditures, and climate-related targets and goals. The disclosure requirements will be effective for the Company’s Annual Report on Form 10-K beginning with the year ended December 31, 2025, with certain provisions being phased in in later periods. Subsequent to issuance, the rules became the subject of litigation, and the SEC has issued a stay to allow the legal process to proceed. The Company is continuing to review the final rule and monitoring the litigation progress for possible impacts on the disclosure requirements and will adopt the required disclosures in their effective periods.

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ACQUISITIONS AND DISPOSITIONS

6 Months Ended

Jun. 30, 2024

Business Combination and Asset Acquisition [Abstract]

ACQUISITIONS AND DISPOSITIONS

ACQUISITIONS AND DISPOSITIONS

Acquisitions

During the six months ended June 30, 2024 and 2023, the Company closed on the following acquisitions:

Date Purchased	Property Name	City	State	Square Feet	Purchase Price(1) (in thousands)
February 8, 2024	Heritage Square	Watchung	NJ	87,000	$	33,838
April 5, 2024	Ledgewood Commons	Roxbury Township	NJ	448,000	83,211
				2024 Total	$	117,049
June 21, 2023	Sunrise Mall (Ground Lease)(2)	Massapequa	NY	—	$	2,071
				2023 Total	$	2,071

(1) The total purchase price for the properties acquired during the six months ended June 30, 2024 and 2023 includes $2.1 million and $0.1 million of transaction costs, 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.

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. The property is anchored by Ulta and two TJX

Companies concepts, HomeSense and Sierra Trading, and includes three outparcels with a fourth currently under construction. The acquisition was funded using cash on hand.

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. The center, aggregating 448,000 sf, is anchored by a grocer and includes two pre-approved but undeveloped outparcels. 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%.

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

(amounts in thousands) Property Name	Land		Buildings and Improvements		Identified Intangible Assets(1)		Identified Intangible Liabilities(1)		Total Purchase Price
Heritage Square	$	7,343	$	24,643	$	4,763	$	(2,911)	$	33,838
Ledgewood Commons	24,313		56,352		15,137		(12,591)		83,211
2024 Total	$	31,656	$	80,995	$	19,900	$	(15,502)	$	117,049
Sunrise Mall (Ground Lease)	$	2,071	$	—	$	—	$	—	$	2,071
2023 Total	$	2,071	$	—	$	—	$	—	$	2,071

(1) As of June 30, 2024, the remaining weighted average amortization periods of the identified intangible assets and identified intangible liabilities acquired in 2024 were 10.4 years and 18.3 years, respectively.

Dispositions

During the six months ended June 30, 2024, the Company disposed of two properties and received proceeds of $34.8 million, net of selling costs, resulting in a $15.3 million gain on sale of real estate.

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. 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.

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.

The total gain on sale of real estate of $15.3 million for the six months ended June 30, 2024 includes amounts related to properties disposed of in prior periods.

During the six months ended June 30, 2023, no dispositions were completed by the Company, however, a gain on sale of real estate of $0.4 million was recognized in connection with the release of escrow funds related to a property that was disposed of in a prior period.

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IDENTIFIED INTANGIBLE ASSETS AND LIABILITIES

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

IDENTIFIED INTANGIBLE ASSETS AND LIABILITIES

IDENTIFIED INTANGIBLE ASSETS AND LIABILITIES

The Company’s identified intangible assets (acquired in-place and above-market leases) and liabilities (acquired below-market leases), net of accumulated amortization, were $114.5 million and $175.8 million, respectively, as of June 30, 2024 and $113.9 million and $170.4 million, respectively, as of December 31, 2023.

Amortization of acquired below-market leases, net of acquired above-market leases, resulted in additional rental income of $0.7 million and $2.1 million for the three and six months ended June 30, 2024, respectively, and $2.0 million and $3.5 million for the same periods in 2023.

Amortization of acquired in-place leases inclusive of customer relationships resulted in additional depreciation and amortization expense of $7.5 million and $14.4 million for the three and six months ended June 30, 2024, respectively, and $2.5 million and $4.9 million for the same periods in 2023.

The following table sets forth the estimated annual amortization income and expense related to intangible assets and liabilities for the remainder of 2024 and the five succeeding years:

(Amounts in thousands)	Below-Market		Above-Market		In-Place Lease
Year	Operating Lease Amortization		Operating Lease Amortization		Amortization
2024(1)	$	5,496	$	(835)	$	(13,705)
2025	10,817		(2,448)		(20,066)
2026	10,473		(1,254)		(14,209)
2027	10,358		(1,023)		(11,672)
2028	10,197		(990)		(10,173)
2029	9,914		(931)		(8,975)

(1) Remainder of 2024

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MORTGAGES PAYABLE

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

MORTGAGES PAYABLE

MORTGAGES PAYABLE

The following is a summary of mortgages payable as of June 30, 2024 and December 31, 2023.

(Amounts in thousands)	Maturity	Interest Rate at June 30, 2024	June 30, 2024		December 31, 2023
Mortgages secured by:
Variable rate
Hudson Commons(1)	11/15/2024	—%	$	—	$	26,930
Greenbrook Commons(1)	11/15/2024	—%	—		25,065
Gun Hill Commons(1)	12/1/2024	—%	—		23,696
Plaza at Woodbridge(2)	6/8/2027	5.26%	51,598		52,278
Total variable rate debt			51,598		127,969
Fixed rate
Brick Commons	12/10/2024	3.87%	47,190		47,683
West End Commons	12/10/2025	3.99%	23,959		24,196
Town Brook Commons	12/1/2026	3.78%	29,922		30,229
Rockaway River Commons	12/1/2026	3.78%	26,492		26,763
Hanover Commons	12/10/2026	4.03%	60,747		61,324
Tonnelle Commons	4/1/2027	4.18%	96,210		97,115
Manchester Plaza	6/1/2027	4.32%	12,500		12,500
Millburn Gateway Center	6/1/2027	3.97%	21,773		22,015
Totowa Commons	12/1/2027	4.33%	50,800		50,800
Woodbridge Commons	12/1/2027	4.36%	22,100		22,100
Brunswick Commons	12/6/2027	4.38%	63,000		63,000
Rutherford Commons	1/6/2028	4.49%	23,000		23,000
Kingswood Center(3)	2/6/2028	—%	—		69,054
Hackensack Commons	3/1/2028	4.36%	66,400		66,400
Marlton Commons	12/1/2028	3.86%	36,378		36,725
Union (Vauxhall)	12/10/2028	4.01%	44,798		45,202
Yonkers Gateway Center(4)	4/10/2029	6.30%	50,000		23,148
Ledgewood Commons	5/5/2029	6.03%	50,000		—
The Shops at Riverwood	6/24/2029	4.25%	21,142		21,326
Shops at Bruckner	7/1/2029	6.00%	37,587		37,817
Huntington Commons	12/5/2029	6.29%	43,704		43,704
Bergen Town Center	4/10/2030	6.30%	290,000		290,000
The Outlets at Montehiedra	6/1/2030	5.00%	74,595		75,590
Montclair(5)	8/15/2030	3.15%	7,250		7,250
Garfield Commons	12/1/2030	4.14%	39,250		39,607
Woodmore Towne Centre	1/6/2032	3.39%	117,200		117,200
Newington Commons	7/1/2033	6.00%	15,821		15,920
Shops at Caguas	8/1/2033	6.60%	82,000		82,000
Mount Kisco Commons	11/15/2034	6.40%	10,752		11,098
Total fixed rate debt			1,464,570		1,462,766
Total mortgages payable			1,516,168		1,590,735
	Unamortized debt issuance costs		(13,138)		(12,625)
Total mortgages payable, net			$	1,503,030	$	1,578,110

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

(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.

(3)In April 2023, the Company notified the servicer that the cash flows generated by the property were insufficient to cover the debt service and that it was unwilling to fund the shortfalls. In May 2023, the mortgage was transferred to special servicing at the Company's request. 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. As a result, the Company recognized a $21.7 million gain on extinguishment of debt.

(4)On March 28, 2024, the Company refinanced the mortgage secured by the property with a new 5-year, $50 million loan.

(5)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.

The net carrying amount of real estate collateralizing the above indebtedness amounted to approximately $1.4 billion as of June 30, 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. As of June 30, 2024, we were in compliance with all debt covenants.

As of June 30, 2024, the principal repayments of the Company’s total outstanding debt for the remainder of 2024 and the five succeeding years, and thereafter are as follows:

(Amounts in thousands)
Year Ending December 31,
2024(1)	$	54,040
2025	37,945
2026	126,607
2027	318,273
2028	323,629
2029	202,039
Thereafter	603,635

(1) Remainder of 2024.

Revolving Credit Agreement

On January 15, 2015, we entered into a $500 million revolving credit agreement (the “Agreement”) with certain financial institutions. On March 7, 2017, we amended and extended the 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. 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.

On June 3, 2020, we entered into a third amendment to the Agreement which, among other things, modified certain definitions and the measurement period for certain financial covenants to a trailing four-quarter period instead of the most recent quarter period annualized.

On August 9, 2022, we amended and restated 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. Borrowings under the amended and restated 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. The Agreement contains customary financial covenants including a maximum leverage ratio of 60% and a minimum fixed charge coverage ratio of 1.5x.

The Company has obtained five letters of credit issued under the Agreement, aggregating $30.1 million. The letters of credit were provided to mortgage lenders to secure the Company’s obligations in relation to certain reserves and capital requirements per the respective loan agreements. The letters of credit issued under the Agreement have reduced the amount available under the facility commensurate with their face values but remain undrawn as of June 30, 2024 and no separate liability has been recorded in association with them.

As of June 30, 2024, $150 million was drawn under the Agreement with an available remaining balance of $619.9 million, including undrawn letters of credit. Subsequent to the quarter, the Company repaid an additional $45 million on the outstanding balance using proceeds generated from equity issuances under its at-the-market equity offering program (the “ATM Program”).

Financing costs associated with executing the Agreement of $4.3 million and $5.1 million as of June 30, 2024 and December 31, 2023, respectively, are included in the prepaid expenses and other assets line item of the consolidated balance sheets, as deferred financing costs, net.

Variable Rate Loans

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 bearing interest at a rate of 7.34% on the pay off date. In connection with the prepayment, the Company recognized a $0.3 million loss on extinguishment of debt.

Yonkers Gateway Center

On March 28, 2024, the Company refinanced the mortgage secured by its property, Yonkers Gateway Center, with a new 5-year, $50 million mortgage loan bearing interest at a fixed rate of 6.30%. The proceeds from the new loan were used to pay off the previous mortgage on the property which had an outstanding balance of $22.7 million.

Ledgewood Commons

On May 3, 2024, the Company obtained a 5-year, $50 million mortgage loan secured by its property Ledgewood Commons, located in Roxbury Township, NJ. The loan bears interest at a fixed rate of 6.03%.

Mortgage on Kingswood Center

In March 2023, an office tenant representing 50,000 sf (approximately 40% of the total gross leasable area) informed us that they intended to vacate in 2024, and a tenant representing 17,000 sf terminated their lease early, effective April 17, 2023. As a result of these events, the Company notified the servicer that the projected cash flows generated by the property would be insufficient to cover debt service and that it was unwilling to fund the shortfalls. In May 2023, the loan was transferred to special servicing at the Company’s request, and per the terms of the loan agreement, the Company began to accrue default interest at a rate of 5% on the outstanding principal balance. 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

In connection with the refinancing of the loan secured by The Outlets at Montehiedra in the second quarter of 2020, the Company provided a $12.5 million limited corporate guarantee. The guarantee is reduced commensurate with the loan amortization schedule and will reduce to zero in approximately 2.25 years. As of June 30, 2024, the remaining exposure under the guarantee is $5.1 million. There was no separate liability recorded related to this guarantee.

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INCOME TAXES

6 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

The Company elected to be taxed as a REIT under sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with the filing of its 2015 tax return for its tax year ended December 31, 2015. So long as the Company qualifies as a REIT under the Code, the Company will not be subject to U.S. federal income tax on net taxable income that it distributes annually to its shareholders. If we fail to qualify as a REIT for any taxable year, we will be subject to federal income taxes at regular corporate rates and may not be able to qualify as a REIT for the four subsequent taxable years. The Company is subject to certain foreign and state and local income taxes, in particular income taxes arising from its operating activities in Puerto Rico, which are included in income tax expense on the consolidated statements of income and comprehensive income. In addition, the Company’s taxable REIT subsidiary (“TRS”) is subject to income tax at regular corporate rates.

For U.S. federal income tax purposes, the REIT and other minority members are partners in the Operating Partnership. As such, the partners are required to report their share of taxable income on their respective tax returns. However, during the six months ended June 30, 2024 and 2023, certain non-real estate operating activities that could not be performed by the REIT, occurred through the Company’s TRS, which is subject to federal, state and local income taxes. These income taxes are included in income tax expense on the consolidated statements of income and comprehensive income.

During the six months ended June 30, 2024, the REIT was subject to Puerto Rico corporate income taxes on its allocable share of Puerto Rico operating activities. The Puerto Rico corporate income tax consists of a flat 18.5% tax rate plus a graduated income surcharge tax for a maximum corporate income tax rate of 37.5%. In addition, the REIT is subject to a 10% branch profits tax on the earnings and profits generated from its allocable share of Puerto Rico operating activities and such tax is included in income tax expense on the consolidated statements of income and comprehensive income.

For the three and six months ended June 30, 2024, the Puerto Rico income tax expense was $0.5 million and $1.2 million, respectively, and $0.7 million and $1.4 million for the same periods in 2023. The REIT was not subject to any material state and local income tax expense or benefit for the three and six months ended June 30, 2024. During the three and six months ended June 30, 2023, the REIT was not subject to any material state and local income tax expense and recognized a $0.7 million state and local income tax benefit related to an income tax refund from a prior period. All amounts for the three and six months ended June 30, 2024 and 2023 are included in income tax expense on the consolidated statements of income and comprehensive income.

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LEASES (Notes)

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

LEASES

LEASES

All rental revenue was generated from operating leases for the three and six months ended June 30, 2024 and 2023. The components of rental revenue for the three and six months ended June 30, 2024 and 2023 were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in thousands)	2024		2023		2024		2023
Rental Revenue
Fixed lease revenue	$	80,134	$	74,423	$	160,256	$	147,922
Variable lease revenue(1)	26,224		24,350		55,649		50,205
Total rental revenue	$	106,358	$	98,773	$	215,905	$	198,127

(1) Percentage rents for the three and six months ended June 30, 2024 were $0.3 million and $1.3 million, respectively, and $0.3 million and $1.1 million for the same periods in 2023.

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FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

ASC 820, Fair Value Measurement and Disclosures defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels: Level 1 - quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities; Level 2 - observable prices based on inputs not quoted in active markets, but corroborated by market data; and Level 3 - unobservable inputs used when little or no market data is available. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterparty credit risk in our assessment of fair value.

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

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. 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. In accordance with the fair value hierarchy established by ASC 820, these financial instruments have been classified as Level 2 as quoted market prices are not readily available for valuing the assets. The tables below summarize the recorded amount of assets and liabilities measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023:

	As of June 30, 2024
(Amounts in thousands)	Level 1		Level 2		Level 3		Total
Interest rate cap and swap(1)	$	—	$	2,469	$	—	$	2,469

	As of December 31, 2023
	Level 1		Level 2		Level 3		Total
Interest rate cap and swap(1)	$	—	$	2,515	$	—	$	2,515

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

Derivatives and Hedging

When we designate a derivative as a hedge, depending on the nature of the hedge, changes in the fair value of the instrument will be recognized in Other Comprehensive Income (“OCI”) until the gains or losses are reclassified to earnings. Derivatives that are not designated as hedges are adjusted to fair value through earnings. 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. As of June 30, 2024, the Company was a counterparty to two interest rate derivative agreements which have been designated as cash flow hedges.

The tables below summarize our derivative instruments, which are used to hedge the corresponding variable rate debt, as of June 30, 2024 and December 31, 2023:

(Amounts in thousands)	As of June 30, 2024
Hedged Instrument	Fair Value		Notional Amount		Spread	Interest Rate	Effective Interest Rate	Expiration
Plaza at Woodbridge interest rate cap	$	1,122	$	51,598	SOFR + 2.26%	7.48%	5.26%	7/1/2025
Montclair interest rate swap	1,347		7,250		SOFR + 2.57%	8.02%	3.15%	8/15/2030

	As of December 31, 2023
Hedged Instrument	Fair Value		Notional Amount		Spread	Interest Rate	Effective Interest Rate	Expiration
Plaza at Woodbridge interest rate cap	$	1,259	$	52,278	SOFR + 2.26%	7.49%	5.26%	7/1/2025
Montclair interest rate swap	1,256		7,250		SOFR + 2.57%	7.76%	3.15%	8/15/2030

The table below summarizes the effect of our derivative instruments on our consolidated statements of income and comprehensive income for the three and six months ended June 30, 2024 and 2023:

	Unrealized Gain (Loss) Recognized in OCI on Derivatives
(Amounts in thousands)	Three Months Ended June 30,				Six Months Ended June 30,
Hedged Instrument	2024		2023		2024		2023
Plaza at Woodbridge interest rate cap	$	(40)	$	(160)	$	149	$	(268)
Montclair interest rate swap	(13)		139		91		(53)
Total	$	(53)	$	(21)	$	240	$	(321)

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

There were no financial assets or liabilities measured at fair value on a non-recurring basis as of June 30, 2024 and December 31, 2023.

Financial Assets and Liabilities not Measured at Fair Value

Financial assets and liabilities that are not measured at fair value on the consolidated balance sheets include cash and cash equivalents and mortgages payable. Cash and cash equivalents are carried at cost, which approximates fair value. 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. 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. The table below summarizes the carrying amounts and fair value of our Level 2 financial instruments as of June 30, 2024 and December 31, 2023:

	As of June 30, 2024				As of December 31, 2023
(Amounts in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Mortgages payable(1)	$	1,516,168	$	1,415,139	$	1,590,735	$	1,489,601
Unsecured credit facility	150,000		143,926		153,000		145,882

(1) Carrying amounts exclude unamortized debt issuance costs of $13.1 million and $12.6 million as of June 30, 2024 and December 31, 2023, respectively.

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

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

No impairment charges were recognized during the three and six months ended June 30, 2024.

During the three months ended March 31, 2023, the Company recognized an impairment charge of $34.1 million on our property, Kingswood Center. The property, an office and retail center comprising 129,000 sf, was acquired in February 2020 and is located in Brooklyn, NY. In March of 2023, an office tenant representing 50,000 sf informed us that they intended to vacate in 2024, and a tenant representing 17,000 sf terminated their lease early, effective April 17, 2023. As a result of these

events and the uncertainty of the office market, we determined that the undiscounted future cash flows and future terminal value were less than the carrying value of the property. 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. The discounted cash flows and terminal value utilized a discount rate of 8% and capitalization rates of 6% for retail and 7% for office, which were corroborated by third-party valuations and market data. The impairment charge is recorded within the real estate impairment loss line item on our consolidated statements of income and comprehensive income.

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.

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time, we are a party to various legal proceedings, claims or regulatory inquiries and investigations arising out of, or incident to, our ordinary course of business. While we are unable to predict with certainty the outcome of any particular matter, management does not currently expect, when such matters are resolved, that our resulting exposure to loss contingencies, if any, will have a material adverse effect on our results of operations or consolidated financial position.

Redevelopment and Anchor Repositioning

The Company has 23 active development, redevelopment or anchor repositioning projects with total estimated costs of $170.1 million, of which $109.2 million remains to be funded as of June 30, 2024. We continue to monitor the stabilization dates of these projects, which can be impacted from economic conditions affecting our tenants, vendors and supply chains. We have identified future projects in our development pipeline, but we are under no obligation to execute and fund any of these projects and each of these projects is being further evaluated based on market conditions.

Insurance

The Company maintains numerous insurance policies including for general liability, property, pollution, acts of terrorism, trustees’ and officers’, cyber, workers’ compensation and automobile-related liabilities. However, all such policies are subject to terms, conditions, exclusions, deductibles and sub-limits, amongst other limiting factors. For example, the Company’s terrorism insurance excludes coverage for nuclear, biological, chemical or radiological terrorism events as defined by the Terrorism Risk Insurance Program Reauthorization Act.

Insurance premiums are typically charged directly to each of the properties but not all of the cost of such premiums are recovered. The Company is responsible for deductibles, losses in excess of insurance coverage, and the portion of premiums not reimbursable by tenants at our properties, which could be material.

We continue to monitor the state of the insurance market and the scope and costs of available coverage. Certain insurance premiums have increased significantly and may continue to do so in the future. We cannot anticipate what coverage will be available on commercially reasonable terms and expect premiums across most coverage lines to continue to increase in light of recent events including hurricanes and flooding in our core markets. The incurrence of uninsured losses, costs or uncovered premiums could materially and adversely affect our business, results of operations and consolidated financial position.

Certain of our loans and other agreements contain customary covenants requiring the maintenance of insurance coverage. Although we believe that we currently have adequate insurance coverage for purposes of these agreements, we may not be able to obtain an equivalent amount of coverage at reasonable costs in the future. If lenders or other counterparties insist on greater coverage than we are able to obtain, such requirement could materially and adversely affect our ability to finance our properties and expand our portfolio.

Environmental Matters

Each of our properties has been subjected to varying degrees of environmental assessment at various times. Based on these assessments, we have accrued costs of $1.3 million and $1.4 million on our consolidated balance sheets as of June 30, 2024 and December 31, 2023, respectively, for remediation costs for environmental contamination at certain properties. While this accrual reflects our best estimates of the potential costs of remediation at these properties, there can be no assurance that the actual costs will not exceed these amounts. Although we are not aware of any other material environmental contamination,

there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites, or changes in cleanup requirements would not result in significant costs to us.

Bankruptcies

Although our rental revenue is supported by long-term leases, leases may be rejected in a bankruptcy proceeding and the related tenant stores may permanently vacate prior to lease expiration. In the event a tenant with a significant number of leases or square footage in our shopping centers files for bankruptcy and rejects its leases with us, we could experience a reduction in our revenues. 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.

During the three months ended June 30, 2024, the Company had four tenants file for Chapter 11 bankruptcy protection, including Red Lobster, Express, Sam Ash, and Sticky’s. We have three leases with Red Lobster, and one lease with each of Express, Sam Ash Music and Sticky’s Finger Joint. The six leases total 54,100 sf and generate $2.5 million in annual rental revenue. 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

As of June 30, 2024, the Company had five letters of credit issued under our revolving credit agreement aggregating $30.1 million. These letters were provided to mortgage lenders to secure the Company’s obligations for certain capital requirements per the respective mortgage agreements. If a lender were to draw on a letter of credit, the Company would have the option to pay the capital commitment directly to the lender or to record the draw as a liability on its unsecured line of credit, bearing interest at SOFR plus an applicable margin per the Revolving Credit Agreement. As of June 30, 2024, the letters remain undrawn and there is no separate liability recorded in connection with their issuance.

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PREPAID EXPENSES AND OTHER ASSETS

6 Months Ended

Jun. 30, 2024

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

PREPAID EXPENSES AND OTHER ASSETS

PREPAID EXPENSES AND OTHER ASSETS

The following is a summary of the composition of the prepaid expenses and other assets on the consolidated balance sheets:

	Balance at
(Amounts in thousands)	June 30, 2024		December 31, 2023
Deferred tax asset, net	$	24,622	$	20,899
Other assets	17,054		22,729
Deferred financing costs, net of accumulated amortization of $9,745 and $8,920, respectively	4,273		5,098
Finance lease right-of-use asset	2,724		2,724
Prepaid expenses:
Real estate taxes	6,357		10,411
Insurance	8,377		1,792
Licenses/fees	1,187		902
Total prepaid expenses and other assets	$	64,594	$	64,555

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ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES

6 Months Ended

Jun. 30, 2024

Other Liabilities Disclosure [Abstract]

ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES

ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES

The following is a summary of the composition of accounts payable, accrued expenses and other liabilities on the consolidated balance sheets:

	Balance at
(Amounts in thousands)	June 30, 2024		December 31, 2023
Accrued capital expenditures and leasing costs	$	19,150	$	23,044
Deferred tenant revenue	34,044		34,840
Accrued interest payable	5,934		11,190
Security deposits	5,722		7,279
Other liabilities and accrued expenses	9,516		14,245
Finance lease liability	3,034		3,028
Accrued payroll expenses	11,123		9,371
Total accounts payable, accrued expenses and other liabilities	$	88,523	$	102,997

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INTEREST AND DEBT EXPENSE

6 Months Ended

Jun. 30, 2024

Other Income and Expenses [Abstract]

INTEREST AND DEBT EXPENSE

INTEREST AND DEBT EXPENSE

The following table sets forth the details of interest and debt expense on the consolidated statements of income and comprehensive income:

	Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in thousands)	2024		2023		2024		2023
Interest expense	$	20,858	$	17,082	$	40,416	$	31,419
Amortization of deferred financing costs	1,038		1,049		2,057		2,005
Total interest and debt expense	$	21,896	$	18,131	$	42,473	$	33,424

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EQUITY AND NONCONTROLLING INTEREST

6 Months Ended

Jun. 30, 2024

Noncontrolling Interest [Abstract]

EQUITY AND NONCONTROLLING INTEREST

EQUITY AND NONCONTROLLING INTEREST

At-The-Market Program

On August 15, 2022, the Company and the Operating Partnership entered into an equity distribution agreement (the “Equity Distribution Agreement”) with various financial institutions acting as agents, forward sellers, and forward purchasers. Pursuant to the Equity Distribution Agreement, the Company may from time to time offer and sell, through the agents and forward sellers, the Company’s common shares, par value $0.01 per share, having an aggregate offering price of up to $250 million. Concurrently with the Equity Distribution Agreement, the Company entered into separate master forward confirmations (collectively, the “Master Confirmations”) with each of the forward purchasers. Sales under the ATM Program may be made from time to time, as needed, by means of ordinary brokers’ transactions or other transactions that are deemed to be “at the market” offerings, in privately negotiated transactions, which may include block trades, or as otherwise agreed with the sales agents. The ATM Program replaced the Company’s previous at-the-market program established on June 7, 2021.

The Equity Distribution Agreement provides that the Company may also enter into forward sale agreements pursuant to any Master Confirmation and related supplemental confirmations with the forward purchasers. 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.

During the six months ended June 30, 2024, the Company issued 2,690,298 common shares at a weighted average price of $17.85 per share under the ATM Program, generating net cash proceeds of $47.4 million. In addition, we incurred $1.5 million of offering expenses related to the issuance of these common shares. Subsequent to the quarter, we issued an additional 891,643 shares at a weighted average price of $18.23 per share under the ATM program, generating net cash proceeds of $16.0 million. 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.

Share Repurchase Program

The Company has a share repurchase program for up to $200 million, under which the Company may repurchase its shares from time to time in the open market or in privately negotiated transactions in compliance with SEC Rule 10b-18. The amount and timing of the purchases will depend on a number of factors including the price and availability of the Company’s shares,

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

During the six months ended June 30, 2024 and 2023, no shares were repurchased by the Company. All share repurchases by the Company were completed between March and April of 2020, and aggregated 5.9 million common shares at a weighted average share price of $9.22, for a total of $54.1 million. As of June 30, 2024, there was approximately $145.9 million remaining for share repurchases under this program.

Units of the Operating Partnership

The Operating Partnership’s capital includes general and common limited partnership interests in the operating partnership. As of June 30, 2024, Urban Edge owned approximately 94.7% of the outstanding common OP units with the remaining limited OP units held by members of management, Urban Edge’s Board of Trustees and contributors of property interests acquired. Urban Edge serves as the sole general partner of the Operating Partnership. The third-party unitholders have limited rights over the Operating Partnership such that they do not have characteristics of a controlling financial interest. As such, the Operating Partnership is considered a VIE, and the Company is the primary beneficiary which consolidates it. The Company’s only investment is the Operating Partnership. The VIE’s assets can be used for purposes other than the settlement of the VIE’s obligations and the Company’s partnership interest is considered a majority voting interest.

Dividends and Distributions

During the three months ended June 30, 2024 and 2023, the Company declared distributions on common shares and OP units of $0.17 and $0.16 per share/unit, respectively. During the six months ended June 30, 2024 and 2023, the Company declared distributions on common shares and OP units of $0.34 and $0.32 per share/unit in the aggregate, respectively.

Noncontrolling Interests in Operating Partnership

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. LTIP unit awards were granted to certain executives pursuant to the Company’s 2024 Omnibus Share Plan, 2015 Omnibus Share Plan and 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.

The total of the OP units and LTIP units represent a 5.3% and 5.1% weighted-average interest in the Operating Partnership for the three and six months ended June 30, 2024, respectively. Holders of outstanding vested LTIP units may, from and after two years from the date of issuance, redeem their LTIP units for cash, or for the Company’s common shares on a one-for-one basis, solely at our election. Holders of outstanding OP units may redeem their units for cash or the Company’s common shares on a one-for-one basis, solely at our election.

Noncontrolling Interests in Consolidated Subsidiaries

The Company’s noncontrolling interests relate to the 5% interest held by others in our property in Walnut Creek, CA (Mount Diablo) and 17.5% held by others in our property in Massapequa, NY. The net income attributable to noncontrolling interests is presented separately on our consolidated statements of income and comprehensive income.

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SHARE-BASED COMPENSATION

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION

Share-Based Compensation Expense

Share-based compensation expense, which is included in general and administrative expenses in our consolidated statements of income and comprehensive income, is summarized as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in thousands)	2024		2023		2024		2023
Share-based compensation expense components:
Time-based LTIP expense(1)	$	1,363	$	1,262	$	2,549	$	2,249
Performance-based LTIP expense(2)	836		735		1,834		1,463
Restricted share expense	214		174		421		413
Deferred share unit (“DSU”) expense	29		31		59		64
Stock option expense	—		—		—		20
Total Share-based compensation expense	$	2,442	$	2,202	$	4,863	$	4,209

(1) Expense for the three and six months ended June 30, 2024 includes the 2024, 2023, 2022, 2021, and 2020 LTI Plans.

(2) Expense for the three and six months ended June 30, 2024 includes the 2024, 2023, 2022, 2021, 2020, and 2019 LTI Plans.

Equity award activity during the six months ended June 30, 2024 included: (i) 1,043,543 LTIP units granted, (ii) 336,661 LTIP units vested, (iii) 155,513 LITP units earned upon completion of the 2021 LTI Plan, (iv) 63,041 restricted shares granted, (v) 42,037 restricted shares vested, (vi) 5,838 LTIP units forfeited, and (vii) 5,254 restricted shares forfeited.

2024 Long-Term Incentive Plan

On February 9, 2024, the Company established the 2024 Long-Term Incentive Plan (“2024 LTI Plan”) under its 2015 Omnibus Share Plan. The plan is a multi-year, equity compensation program under which participants, including our Chairman and Chief Executive Officer, receive awards in the form of LTIP units that, with respect to one half of the program, vest based solely on the passage of time. With respect to the other half of the program, the awards are earned and vest if certain relative and absolute total shareholder return (“TSR”) and/or funds from operations (“FFO”) and same-property net operating income (“SP NOI”) growth targets are achieved by the Company over a three-year performance period. The total grant date fair value under the 2024 LTI Plan was $7.5 million, comprising both performance-based and time-based awards as described further below:

Performance-based awards

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. 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. The Company granted performance-based awards under the 2024 LTI Plan representing 295,852 units. 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. Assumptions include historical volatility (29.9%), risk-free interest rates (4.3%), and historical daily return as compared to certain peer companies.

Time-based awards

The time-based awards granted under the 2024 LTI Plan, also granted in the form of LTIP units, vest ratably over three years except in the case of our Chairman and Chief Executive Officer, where the vesting is ratable over four years. As of June 30, 2024, the Company granted time-based awards under the 2024 LTI Plan that represent 232,808 LTIP units with a grant date fair value of $3.7 million.

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EARNINGS PER SHARE AND UNIT

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

EARNINGS PER SHARE AND UNIT

EARNINGS PER SHARE AND UNIT

Urban Edge Earnings per Share

We calculate earnings per share (“EPS”) under the two-class method. The two-class method is an earnings allocation methodology whereby EPS for each class of Urban Edge common shares and participating securities is calculated according to dividends declared and participating rights in undistributed earnings. Restricted shares issued pursuant to our share-based compensation program are considered participating securities, and as such have non-forfeitable rights to receive dividends.

The computation of diluted EPS reflects potential dilution of securities by adding potential common shares, including stock options and unvested restricted shares, to the weighted average number of common shares outstanding for the period. The effect of the redemption of OP and vested LTIP units is not reflected in the computation of basic and diluted EPS, as they are redeemable for common shares on a one-for-one basis. The income allocable to such units is allocated on this same basis and reflected as noncontrolling interests in the accompanying consolidated financial statements.

The following table sets forth the computation of our basic and diluted EPS:

	Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in thousands, except per share amounts)	2024		2023		2024		2023
Numerator:
Net income (loss) attributable to common shareholders	$	30,759	$	10,262	$	33,362	$	(8,856)
Less: (earnings) loss allocated to unvested participating securities	(29)		(8)		(31)		5
Net income (loss) available for common shareholders - basic	$	30,730	$	10,254	$	33,331	$	(8,851)
Impact of assumed conversions:
OP and LTIP Units	10		—		—		—
Net income (loss) available for common shareholders - dilutive	$	30,740	$	10,254	$	33,331	$	(8,851)
Denominator:
Weighted average common shares outstanding - basic	118,859		117,482		118,466		117,466
Effect of dilutive securities(1):
Restricted share awards	112		96		109		—
Weighted average common shares outstanding - diluted	118,971		117,578		118,575		117,466
Earnings per share available to common shareholders:
Earnings (loss) per common share - Basic	$	0.26	$	0.09	$	0.28	$	(0.08)
Earnings (loss) per common share - Diluted	$	0.26	$	0.09	$	0.28	$	(0.08)

(1) For the three and six months ended June 30, 2024 and 2023, the effect of the redemption of certain OP and LTIP Units for Urban Edge common shares would have an anti-dilutive effect on the calculation of diluted EPS. Accordingly, the impact of such redemption has not been included in the determination of diluted EPS for these periods.

Operating Partnership Earnings per Unit

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

	Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in thousands, except per unit amounts)	2024		2023		2024		2023
Numerator:
Net income (loss) attributable to unitholders	$	32,498	$	10,706	$	35,219	$	(9,200)
Less: net (income) loss attributable to participating securities	(29)		(8)		(31)		5
Net income (loss) available for unitholders	$	32,469	$	10,698	$	35,188	$	(9,195)
Denominator:
Weighted average units outstanding - basic	123,572		121,920		123,109		121,836
Effect of dilutive securities issued by Urban Edge	112		96		109		—
Unvested LTIP Units	201		95		—		—
Weighted average units outstanding - diluted	123,885		122,111		123,218		121,836
Earnings per unit available to unitholders:
Earnings (loss) per unit - Basic	$	0.26	$	0.09	$	0.29	$	(0.08)
Earnings (loss) per unit - Diluted	$	0.26	$	0.09	$	0.29	$	(0.08)

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net income (loss) attributable to common shareholders/unitholders	$ 30,759	$ 10,262	$ 33,362	$ (8,856)

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Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Basis of Accounting

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions of Form 10-Q. Certain information and footnote disclosures included in our annual financial statements have been condensed or omitted. In the opinion of management, the consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of the Company and the Operating Partnership and the results of operations and cash flows for the interim periods presented. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024. Accordingly, these consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (“SEC”).

Consolidation and Noncontrolling Interests

The consolidated balance sheets as of June 30, 2024 and December 31, 2023 reflect the consolidation of wholly-owned subsidiaries and those entities in which we have a controlling financial interest. As of June 30, 2024 and December 31, 2023, excluding the Operating Partnership, we consolidated two VIEs with total assets of $49.3 million and $47.2 million, respectively, and total liabilities of $23.9 million and $20.3 million, respectively. The consolidated statements of income and comprehensive income for the three and six months ended June 30, 2024 and 2023, include the consolidated accounts of the Company, the Operating Partnership and the two VIEs. All intercompany transactions have been eliminated in consolidation.

Real Estate

Real Estate — Real estate is carried at cost, net of accumulated depreciation and amortization. Expenditures for ordinary maintenance and repairs are expensed to operations as they are incurred. Significant renovations that improve or extend the useful lives of assets are capitalized. As real estate is undergoing redevelopment activities, all property operating expenses directly associated with and attributable to the redevelopment, including interest, are capitalized to the extent the capitalized costs of the property do not exceed the estimated fair value of the property when completed. If the cost of the redeveloped property, including the net book value of the existing property, exceeds the estimated fair value of redeveloped property, the excess is charged to impairment expense. The capitalization period begins when redevelopment activities are under way and ends when the project is substantially complete and ready for its intended use. Depreciation is recognized on a straight-line basis over estimated useful lives which range from one to 40 years.

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. We assess fair value based on estimated cash flow projections utilizing appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including historical operating results, known trends, and market/economic conditions. We record acquired intangible assets (including acquired above-market leases, acquired in-place leases and tenant relationships) and acquired intangible liabilities (including below-market leases) at their estimated fair value. We amortize identified intangibles that have finite lives over the period they are expected to contribute directly or indirectly to the future cash flows of the property or business acquired.

Our properties and development projects are individually evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. 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. An impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis taking into account the appropriate capitalization rate in determining a future terminal value. An impairment loss is measured based on the excess of the property’s carrying amount over its estimated fair value. 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. Impairment analyses are based on our current plans, intended holding periods and available market information at the time the analyses 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.

Tenant and Other Receivables and Changes in Collectibility Assessment

Tenant and Other Receivables and Changes in Collectibility Assessment — Tenant receivables include unpaid amounts billed to tenants, disputed enforceable charges and accrued revenues for future billings to tenants for property expenses. We evaluate the collectibility of amounts due from tenants and disputed enforceable charges on both a lease-by-lease and a portfolio-level, which result from the inability of tenants to make required payments under their operating lease agreements. We recognize changes in the collectibility assessment of these operating leases as adjustments to rental revenue in accordance with ASC 842 Leases. Management exercises judgment in assessing collectibility and considers payment history, current credit status and publicly available information about the financial condition of the tenant, among other factors. Tenant receivables and receivables arising from the straight-lining of rents are written-off directly when management deems the collectibility of substantially all future lease payments from a specific lease is not probable, at which point, the Company will begin recognizing revenue from such leases prospectively, based on actual amounts received. This write-off effectively reduces cumulative non-cash rental income recognized from the straight-lining of rents since lease commencement. If the Company subsequently determines that it is probable it will collect substantially all of the lessee’s remaining lease payments under the lease term, the Company will reinstate the receivables balance, including those arising from the straight-lining of rents.

Recently Issued Accounting Literature

Recently Issued Accounting Literature — In March 2020 and January 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-04 Reference Rate Reform (ASC 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and ASU 2021-01 Reference Rate Reform (ASC 848): Scope which provide 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 (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met. ASU 2020-04 and ASU 2021-01 were effective for all entities as of March 12, 2020 through December 31, 2022. In December 2022, FASB issued ASU 2022-06 Reference Rate Reform (ASC 848): Deferral of the Sunset Date of Topic 848, which extended the final sunset date from December 31, 2022 to December 31, 2024. During June 2023, the Company entered into loan amendments to transition its four LIBOR-based loans to the Secured Overnight Financing Rate (“SOFR”). The amendments went into effect in July 2023 and did not have a material impact on the loans affected.

In August 2023, FASB issued ASU 2023-05 Business Combinations - Joint Venture Formation (Subtopic 805-60): Recognition and Initial Measurement, which provides an update to the accounting treatment of joint ventures upon formation. This update requires companies to measure assets and liabilities contributed to joint ventures at fair value at the time of formation and has an effective date of January 1, 2025. The update is to be applied prospectively, with a retrospective option for previously formed joint ventures. The Company will adopt the provisions of this ASU for any future joint venture formations.

In November 2023, FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which provides for additional disclosures as they relate to a Company’s segments. Additional requirements per the update include disclosures for significant segment expenses, measures of profit or loss used by the CODM and how these measures are used to allocate resources and assess segment performance. The amendments in this ASU will also apply to entities with a single reportable segment and is effective for all public entities for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company is evaluating the impact of this update on its disclosures and will apply the required amendments in its December 31, 2024 Annual Report on Form 10-K.

In December 2023, FASB issued ASU 2023-09 Income Tax (Topic 740): Improvements to Income Tax Disclosures which provides for additional disclosures for rate reconciliations, disaggregation of income taxes paid, and other disclosures. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2024. The Company will adopt and incorporate any required disclosures in its December 31, 2025 Annual Report on Form 10-K.

In March 2024, FASB issued ASU 2024-01 Compensation - Stock Compensation (Topic 718): 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. 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. 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.

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 or disclosures.

Recent SEC Reporting Updates — On March 6, 2024, the SEC issued its final ruling on The Enhancement and Standardization of Climate-Related Disclosures for Investors (Release No. 34-99678). 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. These disclosures include, but are not limited to, governance, risk management, strategy, emissions, capital expenditures, and climate-related targets and goals. The disclosure requirements will be effective for the Company’s Annual Report on Form 10-K beginning with the year ended December 31, 2025, with certain provisions being phased in in later periods. Subsequent to issuance, the rules became the subject of litigation, and the SEC has issued a stay to allow the legal process to proceed. The Company is continuing to review the final rule and monitoring the litigation progress for possible impacts on the disclosure requirements and will adopt the required disclosures in their effective periods.

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ACQUISITIONS AND DISPOSITIONS (Tables)

6 Months Ended

Jun. 30, 2024

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions, by Acquisition

During the six months ended June 30, 2024 and 2023, the Company closed on the following acquisitions:

Date Purchased	Property Name	City	State	Square Feet	Purchase Price(1) (in thousands)
February 8, 2024	Heritage Square	Watchung	NJ	87,000	$	33,838
April 5, 2024	Ledgewood Commons	Roxbury Township	NJ	448,000	83,211
				2024 Total	$	117,049
June 21, 2023	Sunrise Mall (Ground Lease)(2)	Massapequa	NY	—	$	2,071
				2023 Total	$	2,071

(1) The total purchase price for the properties acquired during the six months ended June 30, 2024 and 2023 includes $2.1 million and $0.1 million of transaction costs, 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.

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

(amounts in thousands) Property Name	Land		Buildings and Improvements		Identified Intangible Assets(1)		Identified Intangible Liabilities(1)		Total Purchase Price
Heritage Square	$	7,343	$	24,643	$	4,763	$	(2,911)	$	33,838
Ledgewood Commons	24,313		56,352		15,137		(12,591)		83,211
2024 Total	$	31,656	$	80,995	$	19,900	$	(15,502)	$	117,049
Sunrise Mall (Ground Lease)	$	2,071	$	—	$	—	$	—	$	2,071
2023 Total	$	2,071	$	—	$	—	$	—	$	2,071

(1) As of June 30, 2024, the remaining weighted average amortization periods of the identified intangible assets and identified intangible liabilities acquired in 2024 were 10.4 years and 18.3 years, respectively.

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IDENTIFIED INTANGIBLE ASSETS AND LIABILITIES (Tables)

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Estimated Annual Amortization Expense

The following table sets forth the estimated annual amortization income and expense related to intangible assets and liabilities for the remainder of 2024 and the five succeeding years:

(Amounts in thousands)	Below-Market		Above-Market		In-Place Lease
Year	Operating Lease Amortization		Operating Lease Amortization		Amortization
2024(1)	$	5,496	$	(835)	$	(13,705)
2025	10,817		(2,448)		(20,066)
2026	10,473		(1,254)		(14,209)
2027	10,358		(1,023)		(11,672)
2028	10,197		(990)		(10,173)
2029	9,914		(931)		(8,975)

(1) Remainder of 2024

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MORTGAGES PAYABLE (Tables)

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Schedule of Mortgages Payable

The following is a summary of mortgages payable as of June 30, 2024 and December 31, 2023.

(Amounts in thousands)	Maturity	Interest Rate at June 30, 2024	June 30, 2024		December 31, 2023
Mortgages secured by:
Variable rate
Hudson Commons(1)	11/15/2024	—%	$	—	$	26,930
Greenbrook Commons(1)	11/15/2024	—%	—		25,065
Gun Hill Commons(1)	12/1/2024	—%	—		23,696
Plaza at Woodbridge(2)	6/8/2027	5.26%	51,598		52,278
Total variable rate debt			51,598		127,969
Fixed rate
Brick Commons	12/10/2024	3.87%	47,190		47,683
West End Commons	12/10/2025	3.99%	23,959		24,196
Town Brook Commons	12/1/2026	3.78%	29,922		30,229
Rockaway River Commons	12/1/2026	3.78%	26,492		26,763
Hanover Commons	12/10/2026	4.03%	60,747		61,324
Tonnelle Commons	4/1/2027	4.18%	96,210		97,115
Manchester Plaza	6/1/2027	4.32%	12,500		12,500
Millburn Gateway Center	6/1/2027	3.97%	21,773		22,015
Totowa Commons	12/1/2027	4.33%	50,800		50,800
Woodbridge Commons	12/1/2027	4.36%	22,100		22,100
Brunswick Commons	12/6/2027	4.38%	63,000		63,000
Rutherford Commons	1/6/2028	4.49%	23,000		23,000
Kingswood Center(3)	2/6/2028	—%	—		69,054
Hackensack Commons	3/1/2028	4.36%	66,400		66,400
Marlton Commons	12/1/2028	3.86%	36,378		36,725
Union (Vauxhall)	12/10/2028	4.01%	44,798		45,202
Yonkers Gateway Center(4)	4/10/2029	6.30%	50,000		23,148
Ledgewood Commons	5/5/2029	6.03%	50,000		—
The Shops at Riverwood	6/24/2029	4.25%	21,142		21,326
Shops at Bruckner	7/1/2029	6.00%	37,587		37,817
Huntington Commons	12/5/2029	6.29%	43,704		43,704
Bergen Town Center	4/10/2030	6.30%	290,000		290,000
The Outlets at Montehiedra	6/1/2030	5.00%	74,595		75,590
Montclair(5)	8/15/2030	3.15%	7,250		7,250
Garfield Commons	12/1/2030	4.14%	39,250		39,607
Woodmore Towne Centre	1/6/2032	3.39%	117,200		117,200
Newington Commons	7/1/2033	6.00%	15,821		15,920
Shops at Caguas	8/1/2033	6.60%	82,000		82,000
Mount Kisco Commons	11/15/2034	6.40%	10,752		11,098
Total fixed rate debt			1,464,570		1,462,766
Total mortgages payable			1,516,168		1,590,735
	Unamortized debt issuance costs		(13,138)		(12,625)
Total mortgages payable, net			$	1,503,030	$	1,578,110

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

(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.

(3)In April 2023, the Company notified the servicer that the cash flows generated by the property were insufficient to cover the debt service and that it was unwilling to fund the shortfalls. In May 2023, the mortgage was transferred to special servicing at the Company's request. 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. As a result, the Company recognized a $21.7 million gain on extinguishment of debt.

(4)On March 28, 2024, the Company refinanced the mortgage secured by the property with a new 5-year, $50 million loan.

(5)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.

Schedule of Principal Repayments

As of June 30, 2024, the principal repayments of the Company’s total outstanding debt for the remainder of 2024 and the five succeeding years, and thereafter are as follows:

(Amounts in thousands)
Year Ending December 31,
2024(1)	$	54,040
2025	37,945
2026	126,607
2027	318,273
2028	323,629
2029	202,039
Thereafter	603,635

(1) Remainder of 2024.

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LEASES (Tables)

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

Schedule of Components of Rental Revenue

The components of rental revenue for the three and six months ended June 30, 2024 and 2023 were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in thousands)	2024		2023		2024		2023
Rental Revenue
Fixed lease revenue	$	80,134	$	74,423	$	160,256	$	147,922
Variable lease revenue(1)	26,224		24,350		55,649		50,205
Total rental revenue	$	106,358	$	98,773	$	215,905	$	198,127

(1) Percentage rents for the three and six months ended June 30, 2024 were $0.3 million and $1.3 million, respectively, and $0.3 million and $1.1 million for the same periods in 2023.

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FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements, Recurring and Nonrecurring

The tables below summarize the recorded amount of assets and liabilities measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023:

	As of June 30, 2024
(Amounts in thousands)	Level 1		Level 2		Level 3		Total
Interest rate cap and swap(1)	$	—	$	2,469	$	—	$	2,469

	As of December 31, 2023
	Level 1		Level 2		Level 3		Total
Interest rate cap and swap(1)	$	—	$	2,515	$	—	$	2,515

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

Schedule of Derivative Instruments

The tables below summarize our derivative instruments, which are used to hedge the corresponding variable rate debt, as of June 30, 2024 and December 31, 2023:

(Amounts in thousands)	As of June 30, 2024
Hedged Instrument	Fair Value		Notional Amount		Spread	Interest Rate	Effective Interest Rate	Expiration
Plaza at Woodbridge interest rate cap	$	1,122	$	51,598	SOFR + 2.26%	7.48%	5.26%	7/1/2025
Montclair interest rate swap	1,347		7,250		SOFR + 2.57%	8.02%	3.15%	8/15/2030

	As of December 31, 2023
Hedged Instrument	Fair Value		Notional Amount		Spread	Interest Rate	Effective Interest Rate	Expiration
Plaza at Woodbridge interest rate cap	$	1,259	$	52,278	SOFR + 2.26%	7.49%	5.26%	7/1/2025
Montclair interest rate swap	1,256		7,250		SOFR + 2.57%	7.76%	3.15%	8/15/2030

The table below summarizes the effect of our derivative instruments on our consolidated statements of income and comprehensive income for the three and six months ended June 30, 2024 and 2023:

	Unrealized Gain (Loss) Recognized in OCI on Derivatives
(Amounts in thousands)	Three Months Ended June 30,				Six Months Ended June 30,
Hedged Instrument	2024		2023		2024		2023
Plaza at Woodbridge interest rate cap	$	(40)	$	(160)	$	149	$	(268)
Montclair interest rate swap	(13)		139		91		(53)
Total	$	(53)	$	(21)	$	240	$	(321)

Schedule of Financial Instrument Carrying Amounts and Fair Values

The table below summarizes the carrying amounts and fair value of our Level 2 financial instruments as of June 30, 2024 and December 31, 2023:

	As of June 30, 2024				As of December 31, 2023
(Amounts in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Mortgages payable(1)	$	1,516,168	$	1,415,139	$	1,590,735	$	1,489,601
Unsecured credit facility	150,000		143,926		153,000		145,882

(1) Carrying amounts exclude unamortized debt issuance costs of $13.1 million and $12.6 million as of June 30, 2024 and December 31, 2023, respectively.

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PREPAID EXPENSES AND OTHER ASSETS (Tables)

6 Months Ended

Jun. 30, 2024

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Composition of Prepaid Expenses and Other Assets

The following is a summary of the composition of the prepaid expenses and other assets on the consolidated balance sheets:

	Balance at
(Amounts in thousands)	June 30, 2024		December 31, 2023
Deferred tax asset, net	$	24,622	$	20,899
Other assets	17,054		22,729
Deferred financing costs, net of accumulated amortization of $9,745 and $8,920, respectively	4,273		5,098
Finance lease right-of-use asset	2,724		2,724
Prepaid expenses:
Real estate taxes	6,357		10,411
Insurance	8,377		1,792
Licenses/fees	1,187		902
Total prepaid expenses and other assets	$	64,594	$	64,555

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ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES (Tables)

6 Months Ended

Jun. 30, 2024

Other Liabilities Disclosure [Abstract]

Schedule of Composition of Accounts Payable, Accrued Expenses and Other Liabilities

The following is a summary of the composition of accounts payable, accrued expenses and other liabilities on the consolidated balance sheets:

	Balance at
(Amounts in thousands)	June 30, 2024		December 31, 2023
Accrued capital expenditures and leasing costs	$	19,150	$	23,044
Deferred tenant revenue	34,044		34,840
Accrued interest payable	5,934		11,190
Security deposits	5,722		7,279
Other liabilities and accrued expenses	9,516		14,245
Finance lease liability	3,034		3,028
Accrued payroll expenses	11,123		9,371
Total accounts payable, accrued expenses and other liabilities	$	88,523	$	102,997

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INTEREST AND DEBT EXPENSE (Tables)

6 Months Ended

Jun. 30, 2024

Other Income and Expenses [Abstract]

Schedule of Interest and Debt Expense

The following table sets forth the details of interest and debt expense on the consolidated statements of income and comprehensive income:

	Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in thousands)	2024		2023		2024		2023
Interest expense	$	20,858	$	17,082	$	40,416	$	31,419
Amortization of deferred financing costs	1,038		1,049		2,057		2,005
Total interest and debt expense	$	21,896	$	18,131	$	42,473	$	33,424

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SHARE-BASED COMPENSATION (Tables)

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Summary of Share-based Compensation Expense

Share-based compensation expense, which is included in general and administrative expenses in our consolidated statements of income and comprehensive income, is summarized as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in thousands)	2024		2023		2024		2023
Share-based compensation expense components:
Time-based LTIP expense(1)	$	1,363	$	1,262	$	2,549	$	2,249
Performance-based LTIP expense(2)	836		735		1,834		1,463
Restricted share expense	214		174		421		413
Deferred share unit (“DSU”) expense	29		31		59		64
Stock option expense	—		—		—		20
Total Share-based compensation expense	$	2,442	$	2,202	$	4,863	$	4,209

(1) Expense for the three and six months ended June 30, 2024 includes the 2024, 2023, 2022, 2021, and 2020 LTI Plans.

(2) Expense for the three and six months ended June 30, 2024 includes the 2024, 2023, 2022, 2021, 2020, and 2019 LTI Plans.

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EARNINGS PER SHARE AND UNIT (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Earnings per Share and Unit

The following table sets forth the computation of our basic and diluted EPS:

	Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in thousands, except per share amounts)	2024		2023		2024		2023
Numerator:
Net income (loss) attributable to common shareholders	$	30,759	$	10,262	$	33,362	$	(8,856)
Less: (earnings) loss allocated to unvested participating securities	(29)		(8)		(31)		5
Net income (loss) available for common shareholders - basic	$	30,730	$	10,254	$	33,331	$	(8,851)
Impact of assumed conversions:
OP and LTIP Units	10		—		—		—
Net income (loss) available for common shareholders - dilutive	$	30,740	$	10,254	$	33,331	$	(8,851)
Denominator:
Weighted average common shares outstanding - basic	118,859		117,482		118,466		117,466
Effect of dilutive securities(1):
Restricted share awards	112		96		109		—
Weighted average common shares outstanding - diluted	118,971		117,578		118,575		117,466
Earnings per share available to common shareholders:
Earnings (loss) per common share - Basic	$	0.26	$	0.09	$	0.28	$	(0.08)
Earnings (loss) per common share - Diluted	$	0.26	$	0.09	$	0.28	$	(0.08)

(1) For the three and six months ended June 30, 2024 and 2023, the effect of the redemption of certain OP and LTIP Units for Urban Edge common shares would have an anti-dilutive effect on the calculation of diluted EPS. Accordingly, the impact of such redemption has not been included in the determination of diluted EPS for these periods.

Operating Partnership Earnings per Unit

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

	Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in thousands, except per unit amounts)	2024		2023		2024		2023
Numerator:
Net income (loss) attributable to unitholders	$	32,498	$	10,706	$	35,219	$	(9,200)
Less: net (income) loss attributable to participating securities	(29)		(8)		(31)		5
Net income (loss) available for unitholders	$	32,469	$	10,698	$	35,188	$	(9,195)
Denominator:
Weighted average units outstanding - basic	123,572		121,920		123,109		121,836
Effect of dilutive securities issued by Urban Edge	112		96		109		—
Unvested LTIP Units	201		95		—		—
Weighted average units outstanding - diluted	123,885		122,111		123,218		121,836
Earnings per unit available to unitholders:
Earnings (loss) per unit - Basic	$	0.26	$	0.09	$	0.29	$	(0.08)
Earnings (loss) per unit - Diluted	$	0.26	$	0.09	$	0.29	$	(0.08)

XML

ORGANIZATION (Details) ft² in Millions	6 Months Ended
	Jun. 30, 2024 ft² property
Real Estate Properties [Line Items]
Area of real estate property (in sq ft) | ft²	17.2
Wholly owned properties | Shopping Center
Real Estate Properties [Line Items]
Number of real estate properties	71
Wholly owned properties | Mall
Real Estate Properties [Line Items]
Number of real estate properties	2
Wholly owned properties | Outlet Center
Real Estate Properties [Line Items]
Number of real estate properties	2
Operating Partnership | Parent | Vornado Realty L.P.
Real Estate Properties [Line Items]
Noncontrolling interest percentage	94.70%
Walnut Creek (Mt. Diablo), CA
Real Estate Properties [Line Items]
Parent controlling interest	95.00%
Sunrise Mall Massapequa, NY
Real Estate Properties [Line Items]
Parent controlling interest	82.50%

XML

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION AND COMBINATION (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($) variableInterestEntity segment	Dec. 31, 2023 USD ($)	Jun. 30, 2023 variableInterestEntity
Variable Interest Entity [Line Items]
Number of variable interest entities | variableInterestEntity	2		2
Assets	$ 3,235,696	$ 3,279,809
Liabilities	$ 1,969,946	2,058,381
Number of reportable segments | segment	1
Variable Interest Entity, Primary Beneficiary
Variable Interest Entity [Line Items]
Assets	$ 49,300	47,200
Liabilities	$ 23,900	$ 20,300

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	3 Months Ended
	Jun. 30, 2024 loan
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Number of loans refinanced	4
Real Estate | Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Estimated useful life	1 year
Real Estate | Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Estimated useful life	40 years

XML

ACQUISITIONS AND DISPOSITIONS - Summary of Acquisition Activity (Details) ft² in Thousands, $ in Thousands				6 Months Ended
	Apr. 05, 2024 USD ($) ft²	Feb. 08, 2024 USD ($) ft²	Jun. 21, 2023 USD ($) ft²	Jun. 30, 2024 USD ($) ft²	Jun. 30, 2023 USD ($)
Business Acquisition [Line Items]
Area of real estate property (in sq ft) | ft²				17,200
Purchase Price				$ 2,071
Transaction costs				2,100	$ 100
Heritage Square
Business Acquisition [Line Items]
Area of real estate property (in sq ft) | ft²		87
Purchase Price		$ 33,838		$ 117,049
Ledgewood Commons
Business Acquisition [Line Items]
Area of real estate property (in sq ft) | ft²	448
Purchase Price	$ 83,211
Sunrise Mall
Business Acquisition [Line Items]
Area of real estate property (in sq ft) | ft²			0
Purchase Price			$ 2,071

XML

ACQUISITIONS AND DISPOSITIONS - Narrative (Details) ft² in Thousands, $ in Thousands						3 Months Ended		6 Months Ended
	May 03, 2024 USD ($)	Apr. 26, 2024 USD ($) ft²	Apr. 05, 2024 USD ($) ft² property	Mar. 14, 2024 USD ($) ft²	Feb. 08, 2024 USD ($) ft² outparcel concept	Jun. 30, 2024 USD ($) ft²	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) ft² property	Jun. 30, 2023 USD ($) property
Business Acquisition [Line Items]
Area of real estate property (in sq ft) | ft²						17,200		17,200
Purchase price of real estate property acquired								$ 2,071
Number of disposed properties | property								2	0
Proceeds from sale of real estate, net of selling cost								$ 34,800
Gain on sale of real estate						$ 13,447	$ 0	15,349	$ 356
Mortgages
Business Acquisition [Line Items]
Debt instrument, term	5 years
Total mortgages payable	$ 50,000
Mortgages | Ledgewood Commons
Business Acquisition [Line Items]
Total mortgages payable	$ 50,000
Effective Interest Rate	6.03%
Disposal Group, Disposed of by Sale, Not Discontinued Operations
Business Acquisition [Line Items]
Area of real estate property (in sq ft) | ft²		127		95
Gain on sale of real estate		$ 13,100		$ 1,500				15,300	$ 400
Aggregate sale price of disposed properties		$ 29,200		$ 8,700
Heritage Square
Business Acquisition [Line Items]
Area of real estate property (in sq ft) | ft²					87
Purchase price of real estate property acquired					$ 33,838			$ 117,049
Number of company concepts | concept					2
Number of outparcels | outparcel					3
Ledgewood Commons
Business Acquisition [Line Items]
Area of real estate property (in sq ft) | ft²			448
Purchase price of real estate property acquired			$ 83,211
Number of pre approved underdeveloped outparcels | property			2

XML

ACQUISITIONS AND DISPOSITIONS - Aggregate Purchase Price Allocations (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Business Acquisition [Line Items]
Allocated price to land	$ 31,656	$ 2,071
Allocated price to buildings and improvements	80,995	0
Identified intangible assets	19,900	0
Identified intangible liabilities	(15,502)	0
Total Purchase Price	$ 117,049	2,071
Weighted average useful life	10 years 4 months 24 days
Weighted average related liabilities	18 years 3 months 18 days
Heritage Square
Business Acquisition [Line Items]
Allocated price to land	$ 7,343
Allocated price to buildings and improvements	24,643
Identified intangible assets	4,763
Identified intangible liabilities	(2,911)
Total Purchase Price	33,838
Ledgewood Commons
Business Acquisition [Line Items]
Allocated price to land	24,313
Allocated price to buildings and improvements	56,352
Identified intangible assets	15,137
Identified intangible liabilities	(12,591)
Total Purchase Price	$ 83,211
Sunrise Mall
Business Acquisition [Line Items]
Allocated price to land		2,071
Allocated price to buildings and improvements		0
Identified intangible assets		0
Identified intangible liabilities		0
Total Purchase Price		$ 2,071

XML

IDENTIFIED INTANGIBLE ASSETS AND LIABILITIES - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Identified intangible assets, net of accumulated amortization	$ 114,526		$ 114,526		$ 113,897
Identified intangible liabilities, net of accumulated amortization	175,837		175,837		$ 170,411
Amortization of acquired below-market leases, net of above-market leases	700	$ 2,000	2,100	$ 3,500
Amortization expense of intangible assets	$ 7,500	$ 2,500	$ 14,400	$ 4,900

XML

IDENTIFIED INTANGIBLE ASSETS AND LIABILITIES - Schedule of Estimated Annual Amortization Expense (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Below-Market Operating Lease Amortization
2024	$ 5,496
2025	10,817
2026	10,473
2027	10,358
2028	10,197
2029	9,914
Above-Market
Above-Market Operating Lease Amortization
2024	(835)
2025	(2,448)
2026	(1,254)
2027	(1,023)
2028	(990)
2029	(931)
In-Place Leases
2024	(835)
2025	(2,448)
2026	(1,254)
2027	(1,023)
2028	(990)
2029	(931)
In-Place Lease
Above-Market Operating Lease Amortization
2024	(13,705)
2025	(20,066)
2026	(14,209)
2027	(11,672)
2028	(10,173)
2029	(8,975)
In-Place Leases
2024	(13,705)
2025	(20,066)
2026	(14,209)
2027	(11,672)
2028	(10,173)
2029	$ (8,975)

XML

MORTGAGES PAYABLE - Summary of Mortgages Payable (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	May 03, 2024	Mar. 28, 2024	Mar. 27, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Gain (loss) on extinguishment of debt, net	$ 21,699	$ (489)	$ 21,427	$ (489)
Mortgages | Ledgewood Commons
Debt Instrument [Line Items]
Effective Interest Rate					6.03%
Mortgages | First Mortgage
Debt Instrument [Line Items]
Total mortgages payable	1,516,168		1,516,168					$ 1,590,735
Unamortized debt issuance costs	(13,138)		(13,138)					(12,625)
Total mortgages payable, net	1,503,030		1,503,030					1,578,110
Mortgages | First Mortgage | Variable rate
Debt Instrument [Line Items]
Total mortgages payable	$ 51,598		$ 51,598					127,969
Mortgages | First Mortgage | Variable rate | Hudson Commons
Debt Instrument [Line Items]
Effective Interest Rate	0.00%		0.00%
Total mortgages payable	$ 0		$ 0					26,930
Mortgages | First Mortgage | Variable rate | Greenbrook Commons
Debt Instrument [Line Items]
Effective Interest Rate	0.00%		0.00%
Total mortgages payable	$ 0		$ 0					25,065
Mortgages | First Mortgage | Variable rate | Gun Hill Commons
Debt Instrument [Line Items]
Effective Interest Rate	0.00%		0.00%
Total mortgages payable	$ 0		$ 0					23,696
Mortgages | First Mortgage | Variable rate | The Plaza at Woodbridge
Debt Instrument [Line Items]
Effective Interest Rate	5.26%		5.26%
Total mortgages payable	$ 51,598		$ 51,598					$ 52,278
Interest rate cap	3.00%		3.00%
Mortgages | First Mortgage | Variable rate | The Plaza at Woodbridge | Interest Rate Cap
Debt Instrument [Line Items]
Effective Interest Rate								5.26%
Mortgages | First Mortgage | Variable rate | The Plaza at Woodbridge | SOFR
Debt Instrument [Line Items]
Interest rate spread on variable rate			226.00%
Mortgages | First Mortgage | Variable rate | Montclair, NJ | SOFR
Debt Instrument [Line Items]
Interest rate spread on variable rate			257.00%
Mortgages | First Mortgage | Fixed rate
Debt Instrument [Line Items]
Total mortgages payable	$ 1,464,570		$ 1,464,570					$ 1,462,766
Mortgages | First Mortgage | Fixed rate | Brick Commons
Debt Instrument [Line Items]
Effective Interest Rate	3.87%		3.87%
Total mortgages payable	$ 47,190		$ 47,190					47,683
Mortgages | First Mortgage | Fixed rate | West End Commons
Debt Instrument [Line Items]
Effective Interest Rate	3.99%		3.99%
Total mortgages payable	$ 23,959		$ 23,959					24,196
Mortgages | First Mortgage | Fixed rate | Town Brook Commons
Debt Instrument [Line Items]
Effective Interest Rate	3.78%		3.78%
Total mortgages payable	$ 29,922		$ 29,922					30,229
Mortgages | First Mortgage | Fixed rate | Rockaway River Commons
Debt Instrument [Line Items]
Effective Interest Rate	3.78%		3.78%
Total mortgages payable	$ 26,492		$ 26,492					26,763
Mortgages | First Mortgage | Fixed rate | Hanover Commons
Debt Instrument [Line Items]
Effective Interest Rate	4.03%		4.03%
Total mortgages payable	$ 60,747		$ 60,747					61,324
Mortgages | First Mortgage | Fixed rate | Tonnelle Commons
Debt Instrument [Line Items]
Effective Interest Rate	4.18%		4.18%
Total mortgages payable	$ 96,210		$ 96,210					97,115
Mortgages | First Mortgage | Fixed rate | Manchester Plaza
Debt Instrument [Line Items]
Effective Interest Rate	4.32%		4.32%
Total mortgages payable	$ 12,500		$ 12,500					12,500
Mortgages | First Mortgage | Fixed rate | Millburn Gateway Center
Debt Instrument [Line Items]
Effective Interest Rate	3.97%		3.97%
Total mortgages payable	$ 21,773		$ 21,773					22,015
Mortgages | First Mortgage | Fixed rate | Totowa Commons
Debt Instrument [Line Items]
Effective Interest Rate	4.33%		4.33%
Total mortgages payable	$ 50,800		$ 50,800					50,800
Mortgages | First Mortgage | Fixed rate | Woodbridge Commons
Debt Instrument [Line Items]
Total mortgages payable								22,100
Mortgages | First Mortgage | Fixed rate | Woodbridge Commons | Interest Rate Cap
Debt Instrument [Line Items]
Effective Interest Rate	4.36%		4.36%
Total mortgages payable	$ 22,100		$ 22,100
Mortgages | First Mortgage | Fixed rate | Brunswick Commons
Debt Instrument [Line Items]
Effective Interest Rate	4.38%		4.38%
Total mortgages payable	$ 63,000		$ 63,000					63,000
Mortgages | First Mortgage | Fixed rate | Rutherford Commons
Debt Instrument [Line Items]
Effective Interest Rate	4.49%		4.49%
Total mortgages payable	$ 23,000		$ 23,000					23,000
Mortgages | First Mortgage | Fixed rate | Kingswood Center
Debt Instrument [Line Items]
Effective Interest Rate	0.00%		0.00%
Total mortgages payable	$ 0		$ 0					69,054
Mortgages | First Mortgage | Fixed rate | Hackensack Commons
Debt Instrument [Line Items]
Effective Interest Rate	4.36%		4.36%
Total mortgages payable	$ 66,400		$ 66,400					66,400
Mortgages | First Mortgage | Fixed rate | Marlton Commons
Debt Instrument [Line Items]
Effective Interest Rate	3.86%		3.86%
Total mortgages payable	$ 36,378		$ 36,378					36,725
Mortgages | First Mortgage | Fixed rate | Union (Vauxhall)
Debt Instrument [Line Items]
Effective Interest Rate	4.01%		4.01%
Total mortgages payable	$ 44,798		$ 44,798					45,202
Mortgages | First Mortgage | Fixed rate | Yonkers Gateway Center
Debt Instrument [Line Items]
Effective Interest Rate						6.30%
Total mortgages payable						$ 50,000	$ 22,700	23,148
Term	5 years		5 years			5 years
Mortgages | First Mortgage | Fixed rate | The Shops at Riverwood
Debt Instrument [Line Items]
Effective Interest Rate	4.25%		4.25%
Total mortgages payable	$ 21,142		$ 21,142					21,326
Mortgages | First Mortgage | Fixed rate | Shops at Bruckner
Debt Instrument [Line Items]
Effective Interest Rate	6.00%		6.00%
Total mortgages payable	$ 37,587		$ 37,587					37,817
Mortgages | First Mortgage | Fixed rate | Huntington Commons
Debt Instrument [Line Items]
Effective Interest Rate	6.29%		6.29%
Total mortgages payable	$ 43,704		$ 43,704					43,704
Mortgages | First Mortgage | Fixed rate | Bergen Town Center
Debt Instrument [Line Items]
Effective Interest Rate	6.30%		6.30%
Total mortgages payable	$ 290,000		$ 290,000					290,000
Mortgages | First Mortgage | Fixed rate | The Outlets at Montehiedra | Senior Loan
Debt Instrument [Line Items]
Effective Interest Rate	5.00%		5.00%
Total mortgages payable	$ 74,595		$ 74,595					$ 75,590
Mortgages | First Mortgage | Fixed rate | Montclair, NJ
Debt Instrument [Line Items]
Effective Interest Rate	3.15%		3.15%					3.15%
Total mortgages payable	$ 7,250		$ 7,250					$ 7,250
Mortgages | First Mortgage | Fixed rate | Garfield Commons
Debt Instrument [Line Items]
Effective Interest Rate	4.14%		4.14%
Total mortgages payable	$ 39,250		$ 39,250					39,607
Mortgages | First Mortgage | Fixed rate | Woodmore Towne Centre
Debt Instrument [Line Items]
Effective Interest Rate	3.39%		3.39%
Total mortgages payable	$ 117,200		$ 117,200					117,200
Mortgages | First Mortgage | Fixed rate | Newington Commons
Debt Instrument [Line Items]
Effective Interest Rate	6.00%		6.00%
Total mortgages payable	$ 15,821		$ 15,821					15,920
Mortgages | First Mortgage | Fixed rate | Shops At Caguas
Debt Instrument [Line Items]
Effective Interest Rate	6.60%		6.60%
Total mortgages payable	$ 82,000		$ 82,000					82,000
Mortgages | First Mortgage | Fixed rate | Mount Kisco Commons
Debt Instrument [Line Items]
Effective Interest Rate	6.40%		6.40%
Total mortgages payable	$ 10,752		$ 10,752					$ 11,098

XML

MORTGAGES PAYABLE - Additional Information (Details) ft² in Thousands						1 Months Ended	3 Months Ended		6 Months Ended
	Jun. 27, 2024 USD ($)	May 03, 2024 USD ($)	Jan. 02, 2024 USD ($) loan	Aug. 09, 2022 USD ($) extension_option	Mar. 07, 2017 USD ($) extension_option	Jul. 31, 2024 USD ($)	Jun. 30, 2024 USD ($) credit	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) credit	Jun. 30, 2023 USD ($)	Dec. 31, 2024 USD ($)	Mar. 28, 2024 USD ($)	Mar. 27, 2024 USD ($)	Dec. 31, 2023 USD ($)	May 31, 2023	Mar. 31, 2023 ft²	Aug. 15, 2022 USD ($)	Jan. 15, 2015 USD ($)
Debt Instrument [Line Items]
Net carrying amount of real estate collateralizing indebtedness							$ 1,400,000,000		$ 1,400,000,000
Number of credit letters | credit							5		5
Authorized amount							$ 200,000,000		$ 200,000,000
Gain (loss) on extinguishment of debt, net							21,699,000	$ (489,000)	21,427,000	$ (489,000)
Decrease in mortgage liability	$ 68,600,000								68,613,000	$ 0
At-The-Market Program
Debt Instrument [Line Items]
Authorized amount																	$ 250,000,000
Property Lease Guarantee
Debt Instrument [Line Items]
Conditional corporate guarantee							$ 12,500,000		$ 12,500,000
Guarantor obligations, amortization period							2 years 3 months		2 years 3 months
Guarantor obligations, remaining amount of potential guarantee							$ 5,100,000		$ 5,100,000
Property Lease Guarantee | Forecast
Debt Instrument [Line Items]
Conditional corporate guarantee											$ 0
Tenant A
Debt Instrument [Line Items]
Number of square feet rented by tenant | ft²																50
Gross Rentable Area																0.40
Tenant B
Debt Instrument [Line Items]
Number of square feet rented by tenant | ft²																17
Variable rate
Debt Instrument [Line Items]
Number of loans | loan			3
Mortgages
Debt Instrument [Line Items]
Debt instrument, term		5 years
Total mortgages payable		$ 50,000,000
Mortgages | Ledgewood Commons
Debt Instrument [Line Items]
Effective Interest Rate		6.03%
Total mortgages payable		$ 50,000,000
Mortgages | First Mortgage
Debt Instrument [Line Items]
Total mortgages payable							1,516,168,000		1,516,168,000					$ 1,590,735,000
Mortgages | Variable rate | Hudson Commons, Greenbrook Commons, and Gun Hill Commons
Debt Instrument [Line Items]
Gain (loss) on extinguishment of debt, net			$ (300,000)
Mortgages | Variable rate | First Mortgage
Debt Instrument [Line Items]
Total mortgages payable							51,598,000		51,598,000					127,969,000
Mortgages | Variable rate | First Mortgage | Hudson Commons, Greenbrook Commons, and Gun Hill Commons
Debt Instrument [Line Items]
Total mortgages payable			$ 75,700,000
Effective Interest Rate			7.34%
Mortgages | Fixed rate | First Mortgage
Debt Instrument [Line Items]
Total mortgages payable							$ 1,464,570,000		$ 1,464,570,000					1,462,766,000
Mortgages | Fixed rate | First Mortgage | Yonkers Gateway Center
Debt Instrument [Line Items]
Total mortgages payable												$ 50,000,000	$ 22,700,000	23,148,000
Effective Interest Rate												6.30%
Term							5 years		5 years			5 years
Mortgages | Fixed rate | First Mortgage | Kingswood Center
Debt Instrument [Line Items]
Accrue default interest															0.05
Revolving Credit Facility | Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity					$ 600,000,000		$ 30,100,000		$ 30,100,000									$ 500,000,000
Increase in credit facility					$ 100,000,000
Number of extension options | extension_option					2
Term of each extension option					6 months
Proceeds from letter of credit									150,000,000
Remaining borrowing capacity							619,900,000		619,900,000
Gross debt issuance costs							$ 4,300,000		$ 4,300,000					$ 5,100,000
Revolving Credit Facility | Line of Credit | Subsequent Event
Debt Instrument [Line Items]
Repayments of long-term lines of credit						$ 45,000,000
Revolving Credit Facility | Line of Credit | Minimum
Debt Instrument [Line Items]
Financial covenants, minimum fixed charge coverage ratio				1.5
Revolving Credit Facility | Line of Credit | Maximum
Debt Instrument [Line Items]
Financial covenants, maximum leverage ratio				0.60
Revolving Credit Facility | Line of Credit | Four-Year Revolving Credit Agreement January 2015
Debt Instrument [Line Items]
Maximum borrowing capacity				$ 800,000,000
Increase in credit facility				$ 200,000,000
Number of extension options | extension_option				2
Term of each extension option				6 months
Revolving Credit Facility | Line of Credit | Four-Year Revolving Credit Agreement January 2015 | Minimum
Debt Instrument [Line Items]
Facility fee				0.15%
Revolving Credit Facility | Line of Credit | Four-Year Revolving Credit Agreement January 2015 | Minimum | SOFR
Debt Instrument [Line Items]
Interest rate spread on variable rate				1.03%
Revolving Credit Facility | Line of Credit | Four-Year Revolving Credit Agreement January 2015 | Maximum
Debt Instrument [Line Items]
Facility fee				0.30%
Revolving Credit Facility | Line of Credit | Four-Year Revolving Credit Agreement January 2015 | Maximum | SOFR
Debt Instrument [Line Items]
Interest rate spread on variable rate				1.50%

XML

MORTGAGES PAYABLE - Schedule of Maturities (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Debt Disclosure [Abstract]
2024	$ 54,040
2025	37,945
2026	126,607
2027	318,273
2028	323,629
2029	202,039
Thereafter	$ 603,635

XML

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Tax Contingency [Line Items]
Income tax expense	$ 539	$ 41	$ 1,204	$ 747
Current state and local tax expense		(700)		(700)
Puerto Rico
Income Tax Contingency [Line Items]
Branch profit tax			10.00%
Puerto Rico | Commonwealth of Puerto Rico
Income Tax Contingency [Line Items]
Income tax expense	$ 500	$ 700	$ 1,200	$ 1,400
Puerto Rico | Minimum
Income Tax Contingency [Line Items]
State and local income taxes			18.50%
Puerto Rico | Maximum
Income Tax Contingency [Line Items]
State and local income taxes			37.50%

XML

LEASES - Components of Rental Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Leases [Abstract]
Fixed lease revenue	$ 80,134	$ 74,423	$ 160,256	$ 147,922
Variable lease revenue	26,224	24,350	55,649	50,205
Total rental revenue	106,358	98,773	215,905	198,127
Percentage rent	$ 300	$ 300	$ 1,300	$ 1,100

XML

FAIR VALUE MEASUREMENTS - Interest Rate Cap Schedule (Details) - Fair Value, Recurring - Interest Rate Cap - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	$ 2,469	$ 2,515
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	0	0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	2,469	2,515
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	$ 0	$ 0

XML

FAIR VALUE MEASUREMENTS - Schedule of Derivative Instrument (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest Rate	8.02%	7.76%
First Mortgage | The Plaza at Woodbridge | Variable rate | Mortgages
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Effective Interest Rate	5.26%
First Mortgage | Montclair, NJ | Fixed rate | Mortgages
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Effective Interest Rate	3.15%	3.15%
Interest Rate Cap | First Mortgage | The Plaza at Woodbridge | Variable rate | Mortgages
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	$ 1,122	$ 1,259
Notional Amount	$ 51,598	$ 52,278
Spread	2.26%	2.26%
Interest Rate	7.48%	7.49%
Effective Interest Rate		5.26%
Interest Rate Swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	$ 1,347	$ 1,256
Interest Rate Swap | First Mortgage | Montclair, NJ | Variable rate | Mortgages
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notional Amount	$ 7,250	$ 7,250
Spread	2.57%	2.57%

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FAIR VALUE MEASUREMENTS - Unrealized Gain Recognized In OCI (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Unrealized Gain (Loss) Recognized in OCI on Derivatives	$ (53)	$ (21)	$ 240	$ (321)
The Plaza at Woodbridge | Interest Rate Cap
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Unrealized Gain (Loss) Recognized in OCI on Derivatives	(40)	(160)	149	(268)
Montclair, NJ | Interest Rate Swap
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Unrealized Gain (Loss) Recognized in OCI on Derivatives	$ (13)	$ 139	$ 91	$ (53)

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FAIR VALUE MEASUREMENTS - Narrative (Details) ft² in Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2024 USD ($) ft² property derivative	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($) ft²	Jun. 30, 2024 USD ($) ft² property derivative	Jun. 30, 2023 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Real estate impairment loss | $	$ 0	$ 0	$ 34,100,000	$ 0	$ 34,055,000
Area of Real Estate Property	17,200			17,200
Designated as Hedging Instrument
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Number of derivatives held | derivative	2			2
Interest Rate Cap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Number of derivatives held | property	1			1
Interest Rate Swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Number of derivatives held | property	1			1
Measurement Input, Discount Rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement Input		0.08			0.08
Disposal Group, Held-for-sale, Not Discontinued Operations | Real Estate | Level 3 | Fair Value, Nonrecurring | Kingswood Center
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial assets measured at fair value | $		$ 49,000,000			$ 49,000,000
Retail | Measurement Input, Cap Rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement Input		0.06			0.06
Office | Measurement Input, Cap Rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement Input		0.07			0.07
Tenant A | Office And Retail Center
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Area of Real Estate Property			129
Tenant A | Office Oriented Mixed-Use Center
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Area of Real Estate Property			50
Tenant B | Office Oriented Mixed-Use Center
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Area of Real Estate Property			17

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FAIR VALUE MEASUREMENTS - Balance Sheet Grouping (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Carrying Amount | Mortgages
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Mortgages payable	$ 1,516,168	$ 1,590,735
Carrying Amount | Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Mortgages payable	150,000	153,000
Fair Value | Mortgages
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Mortgages payable	1,415,139	1,489,601
Unamortized debt issuance costs	(13,100)	(12,600)
Fair Value | Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Mortgages payable	$ 143,926	$ 145,882

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COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024 USD ($) ft² credit lease project tenant	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) ft² credit lease project tenant	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Mar. 07, 2017 USD ($)	Jan. 15, 2015 USD ($)
Loss Contingencies [Line Items]
Number of projects | project	23		23
Real estate redevelopment in process	$ 170,100		$ 170,100
Estimated cost to complete development and redevelopment projects	109,200		109,200
Deferred lease expense	$ 1,300		$ 1,300		$ 1,400
Area of real estate property (in sq ft) | ft²	17,200,000		17,200,000
Rental revenue	$ 106,358	$ 98,773	$ 215,905	$ 198,127
Number of credit letters | credit	5		5
Revolving Credit Facility | Line of Credit
Loss Contingencies [Line Items]
Maximum borrowing capacity	$ 30,100		$ 30,100			$ 600,000	$ 500,000
Red Lobster, Express, Sam Ash, and Sticky’s
Loss Contingencies [Line Items]
Number of tenants | tenant	4		4
Number of leases | lease	6		6
Area of real estate property (in sq ft) | ft²	54,100		54,100
Rental revenue			$ 2,500
Red Lobster
Loss Contingencies [Line Items]
Number of leases | lease	3		3
Express, Sam Ash Music and Sticky’s
Loss Contingencies [Line Items]
Number of leases | lease	1		1

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PREPAID EXPENSES AND OTHER ASSETS (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Deferred tax asset, net	$ 24,622	$ 20,899
Other assets	17,054	22,729
Debt issuance costs, net	4,273	5,098
Finance lease right-of-use asset	2,724	2,724
Prepaid expenses:
Real estate taxes	6,357	10,411
Insurance	8,377	1,792
Licenses/fees	1,187	902
Total prepaid expenses and other assets	64,594	64,555
Accumulated amortization, deferred financing costs	$ 9,745	$ 8,920
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Total prepaid expenses and other assets	Total prepaid expenses and other assets

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ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Other Liabilities Disclosure [Abstract]
Accrued capital expenditures and leasing costs	$ 19,150	$ 23,044
Deferred tenant revenue	34,044	34,840
Accrued interest payable	5,934	11,190
Security deposits	5,722	7,279
Other liabilities and accrued expenses	9,516	14,245
Finance lease liability	3,034	3,028
Accrued payroll expenses	11,123	9,371
Total accounts payable, accrued expenses and other liabilities	$ 88,523	$ 102,997
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Other Liabilities	Other Liabilities

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INTEREST AND DEBT EXPENSE (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Other Income and Expenses [Abstract]
Interest expense	$ 20,858	$ 17,082	$ 40,416	$ 31,419
Amortization of deferred financing costs	1,038	1,049	2,057	2,005
Total interest and debt expense	$ 21,896	$ 18,131	$ 42,473	$ 33,424

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EQUITY AND NONCONTROLLING INTEREST (Details) - USD ($)	1 Months Ended	2 Months Ended	3 Months Ended		6 Months Ended
	Jul. 31, 2024	Apr. 30, 2020	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Aug. 15, 2022
Noncontrolling Interest [Line Items]
Common stock, par value (in dollars per share)			$ 0.01		$ 0.01		$ 0.01
Authorized amount			$ 200,000,000		$ 200,000,000
Proceeds related to the issuance of common shares					$ 37,270,000	$ 195,000
Repurchase of common shares (in shares)		5,900,000			0	0
Treasury stock acquired, average cost per share (in dollars per share)		$ 9.22
Repurchase of common shares		$ 54,100,000
Remaining for share repurchase program			$ 145,900,000		$ 145,900,000
Distributions to redeemable NCI (in dollars per unit)			$ 0.17	$ 0.16	$ 0.34	$ 0.32
At-The-Market Program
Noncontrolling Interest [Line Items]
Common stock, par value (in dollars per share)								$ 0.01
Authorized amount								$ 250,000,000
Stock offering expense					$ 1,500,000
OP Units
Noncontrolling Interest [Line Items]
Conversion to stock, conversion rate					1
LTIP Units
Noncontrolling Interest [Line Items]
Award vesting period					2 years
Conversion to stock, conversion rate					1
Common Shares
Noncontrolling Interest [Line Items]
Common shares issued (in shares)			1,622,418	18,352	2,763,639	126,288
Common Shares | At-The-Market Program
Noncontrolling Interest [Line Items]
Common shares issued (in shares)					2,690,298
Shares Issued, Price Per Share			$ 17.85		$ 17.85
Proceeds related to the issuance of common shares					$ 47,400,000
Common Shares | At-The-Market Program | Subsequent Event
Noncontrolling Interest [Line Items]
Common shares issued (in shares)	891,643
Shares Issued, Price Per Share	$ 18.23
Proceeds related to the issuance of common shares	$ 16,000,000.0
Operating Partnership | OP Units
Noncontrolling Interest [Line Items]
Noncontrolling interest percentage			5.30%		5.10%
Walnut Creek (Mt. Diablo), CA | Noncontrolling Interest
Noncontrolling Interest [Line Items]
Noncontrolling interest percentage					5.00%
Sunrise Mall Massapequa, NY | Noncontrolling Interest | Sunrise Mall Massapequa, NY
Noncontrolling Interest [Line Items]
Noncontrolling interest percentage			17.50%		17.50%
Vornado Realty L.P. | Operating Partnership | Parent
Noncontrolling Interest [Line Items]
Noncontrolling interest percentage					94.70%

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SHARE-BASED COMPENSATION - Share-based Compensation Expense (Details) - General and Administrative Expense - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Share-based compensation expense	$ 2,442	$ 2,202	$ 4,863	$ 4,209
Time-based LTIP Shares
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Share-based compensation expense	1,363	1,262	2,549	2,249
Performance-based LTIP expense
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Share-based compensation expense	836	735	1,834	1,463
Stock option expense
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Share-based compensation expense	0	0	0	20
Restricted share expense
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Share-based compensation expense	214	174	421	413
Deferred share unit (“DSU”) expense
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Share-based compensation expense	$ 29	$ 31	$ 59	$ 64

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SHARE-BASED COMPENSATION - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended	6 Months Ended
	Feb. 09, 2024	Jun. 30, 2024	Jun. 30, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance of accrued LTIP units		$ 388	$ 609
LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number or equity awards granted (in shares)			1,043,543
Number of awards vested (in shares)			336,661
Number of shares earned (in shares)			155,513
Number of shares forfeited (in shares)			5,838
Award vesting period			2 years
LTIP Units | Long-Term Incentive Plan 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance measurement period of equity awards	3 years
Time-based and Performance-based LTIP Shares | Long-Term Incentive Plan 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date fair value of equity awards	$ 7,500
Performance-based LTIP Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Historical volatility rate			29.90%
Risk free interest rate			4.30%
Performance-based LTIP Shares | Long-Term Incentive Plan 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number or equity awards granted (in shares)			295,852
Award vesting period			3 years
Issuance of accrued LTIP units			$ 3,800
Time-based LTIP Shares | Long-Term Incentive Plan 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number or equity awards granted (in shares)			232,808
Grant date fair value of equity awards		$ 3,700	$ 3,700
Award vesting period			3 years
Time-based LTIP Shares | Long-Term Incentive Plan 2023 | Chairman And Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			4 years
Restricted Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number or equity awards granted (in shares)			63,041
Number of awards vested (in shares)			42,037
Number of shares forfeited (in shares)			5,254

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EARNINGS PER SHARE AND UNIT (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Numerator:
Net income attributable to common shareholders/unitholders	$ 30,759	$ 10,262	$ 33,362	$ (8,856)
Less: (earnings) loss allocated to unvested participating securities	(29)	(8)	(31)	5
Net income (loss) available for common shareholders - basic	30,730	10,254	33,331	(8,851)
OP and LTIP Units	10	0	0	0
Net income (loss) available for common shareholders - dilutive	$ 30,740	$ 10,254	$ 33,331	$ (8,851)
Denominator:
Weighted average common shares outstanding - basic (in shares)	118,859	117,482	118,466	117,466
Effect of dilutive securities:
Weighted average common shares outstanding - diluted (in shares)	118,971	117,578	118,575	117,466
Earnings per share available to common shareholders:
Earnings (loss) per common share - Basic (in dollars per share)	$ 0.26	$ 0.09	$ 0.28	$ (0.08)
Earnings (loss) per common share - Diluted (in dollars per share)	$ 0.26	$ 0.09	$ 0.28	$ (0.08)
Urban Edge Properties LP
Numerator:
Net income attributable to common shareholders/unitholders	$ 32,498	$ 10,706	$ 35,219	$ (9,200)
Less: (earnings) loss allocated to unvested participating securities	(29)	(8)	(31)	5
Net income (loss) available for common shareholders - basic	$ 32,469	$ 10,698	$ 35,188	$ (9,195)
Denominator:
Weighted average common shares outstanding - basic (in shares)	123,572	121,920	123,109	121,836
Effect of dilutive securities:
Stock options using treasure stock method and restricted stock awards (in shares)	112	96	109	0
Assumed conversion of OP and LTIP units (in shares)	201	95	0	0
Weighted average common shares outstanding - diluted (in shares)	123,885	122,111	123,218	121,836
Earnings per share available to common shareholders:
Earnings (loss) per common share - Basic (in dollars per share)	$ 0.26	$ 0.09	$ 0.29	$ (0.08)
Earnings (loss) per common share - Diluted (in dollars per share)	$ 0.26	$ 0.09	$ 0.29	$ (0.08)
Restricted share expense
Effect of dilutive securities:
Stock options using treasure stock method and restricted stock awards (in shares)	112	96	109	0