UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the annual periodfiscal year ended December 31, 20172022
OR
oTRANSITION 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(Urban Edge Properties)47-6311266
Delaware (Urban(Urban Edge Properties LP)36-4791544
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)
888 Seventh Avenue,New York,New York10019
(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:
Urban Edge Properties
Title of Each ClassTrading symbolName of Each Exchange on Which Registered
Common Shares, $.01 par value per shareUENew York Stock Exchange
Urban Edge Properties LP
Title of Each ClassTrading symbolName of Each Exchange on Which Registered
NoneN/AN/A
Securities registered pursuant to Section 12(g) of the Act:
Urban Edge Properties: NoneUrban Edge Properties LP: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Urban Edge Properties    YES Yes x   NO oUrban Edge Properties LP     YES Yes x   NO o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Urban Edge Properties    YES o   NO    No xUrban Edge Properties LP     YES o   NO    No x
Indicate by check mark whether the registrant: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 Yes x   NO oUrban Edge Properties LP     YES  Yes  x   NO o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  
Urban Edge Properties    YES Yes x   NO oUrban Edge Properties LP     YES Yes x   NO o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Urban Edge PropertiesxUrban Edge Properties LP 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”,filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Urban Edge Properties:
Large Accelerated Filer
Accelerated Filer o
Non-Accelerated Filer o
Smaller Reporting CompanyEmerging Growth Company
Urban Edge Properties LP:
Large Accelerated Filer xo
Accelerated Filer o
Non-Accelerated Filero
Smaller Reporting Companyo
Emerging Growth Companyo
Urban Edge Properties LP:
Large Accelerated Filer o
Accelerated Filer o
Non-Accelerated Filer x
Smaller Reporting Company o
Emerging Growth Company o
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 pursuant to Section 13(a) of the Exchange Act.
Urban Edge PropertiesoUrban Edge Properties LPo

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
        Urban Edge Properties ☒                 Urban Edge Properties LP ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Urban Edge Properties    YES    NO Urban Edge Properties LP     YES    NO

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Urban Edge Properties    YES    NO Urban Edge Properties LP     YES    NO

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 o   NO xUrban Edge Properties LP     YES o   NO x

As of June 30, 2017,2022, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of the Common Shares held by nonaffiliatesnon-affiliates of the Registrant was approximately $2.5$1.9 billion based upon the last reported sale price of $23.73$15.21 per share on the New York Stock Exchange on such date.

As of January 31, 2018,February 3, 2023, Urban Edge Properties had 113,824,653117,485,171 common shares outstanding. There is no public trading market for the common units of Urban Edge Properties LP. As a result, the aggregate market value of the common units held by non-affiliates of Urban Edge Properties LP cannot be determined.

DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates by reference information from certain portions of the Urban Edge Properties’ definitedefinitive proxy statement for the 20182023 annual meeting of shareholders to be filed with the Securities and Exchange Commission within 120 days after the closeend of the registrant’s fiscal year.

year covered by this Annual Report.





EXPLANATORY NOTE
This report combines the annual reports on Form 10-K for the year ended December 31, 20172022 of Urban Edge Properties and Urban Edge Properties LP. Unless stated otherwise or the context otherwise requires, references to “UE” and “Urban Edge” 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 December 31, 2017,2022, UE owned an approximate 89.9%96.1% ownership interest in UELP. The remaining approximate 10.1%3.9% interest is owned by other limited partners. The other limited partners of UELP are Vornado Realty L.P., 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 annual reports on Form 10-K 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.
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.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 (“NCI”) 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: Part II, Item 8. Financial Statements which includes specific disclosures for UE and UELP, and Note 15,14, Equity and Noncontrolling Interests and Note 17,16, Earnings Per Share and Unit and Note 18 thereto, Quarterly Financial Data.Unit.
This report also includes separate Part II, Item 9A. 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.





URBAN EDGE PROPERTIES AND URBAN EDGE PROPERTIES LP
ANNUAL REPORT ON FORM 10-K
YEAR ENDED DECEMBER 31, 20172022


TABLE OF CONTENTS

Item 1.Business
Business
Item 1A.Risk Factors
Item 1B.Unresolved Staff Comments
Item 2.Properties
Item 3.Legal Proceedings
Item 4.Mine Safety Disclosures
PART II
Item 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6.Selected Financial Data[Reserved]
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.Quantitative and Qualitative Disclosures About Market Risk
Item 8.Financial Statements and Supplementary Data
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A.Controls and Procedures
Item 9B.Other Information
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Item 10.Directors, Executive Officers and Corporate Governance
Item 11.Executive Compensation
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.Certain Relationships and Related Transactions, and Director Independence
Item 14.Principal AccountingAccountant Fees and Services
PART IV
Item 15.Exhibits and Financial Statement Schedules
Item 16.Form 10-K Summary
Signatures












FORWARD-LOOKING STATEMENTS

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. 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 Annual Report on Form 10-K. 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) the economic, political and social impact of, and uncertainty relating to, the ongoing COVID-19 pandemic and related COVID-19 variants; (ii) the loss or bankruptcy of major tenants; (iii) 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; (iv) the impact of e-commerce on our tenants’ business; (v) macroeconomic conditions, such as rising inflation and disruption of, or lack of access to, the capital markets, as well as potential volatility in the Company’s share price; (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, including the discontinuation of USD LIBOR, which is currently anticipated to occur in 2023; (ix) the Company’s ability to pay down, refinance, restructure or extend its indebtedness as it becomes due and potential limitations on the Company’s ability to borrow funds under its existing credit facility as a result of covenants relating to the Company’s financial results; (x) potentially higher costs associated with the Company’s development, redevelopment and anchor repositioning projects, and the Company’s ability to lease the properties at projected rates; (xi) the Company’s liability for environmental matters; (xii) damage to the Company’s properties from catastrophic weather and other natural events, and the 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 this Annual Report on Form 10-K for the year ended December 31, 2022. A reader should also review carefully our audited consolidated financial statements and the notes thereto included in this Report.

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 Annual Report on Form 10-K. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. 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 Annual Report on Form 10-K.

PART I - FINANCIAL INFORMATION


ITEM 1.BUSINESS
ITEM 1.BUSINESS
The Company

Urban Edge Properties (“UE”, “Urban Edge” or the “Company”) (NYSE: UE) is a Maryland real estate investment trustREIT that manages, develops, redevelops, and acquires retail real estate, primarily in the New York metropolitan area.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 our real estate and other assets. UE and UELP were created in 2014 to own the majority of Vornado Realty Trust’s (“Vornado”) (NYSE: VNO) former shopping center business (the “UE Business”), and separated from Vornado in January 2015. Our portfolio is currently comprises 85comprised of 69 shopping centers, fourfive malls and a warehouse parktwo industrial parks totaling approximately 16.717.2 million square feet (“sf”) with a consolidated occupancy rate of 96.3%90.3%.
Unless the context otherwise requires, “we”, “us”For additional information on recent business developments, see Part II, Item 7. Management's Discussion and “our” refer to UE after giving effect to the transferAnalysis of the UE Business from Vornado,Financial Condition and for periods prior to such transfer, refer to the UE Business while owned by Vornado.Results of Operations in this Annual Report on Form 10-K.
The Company reviews operating and financial information for each property on an individual basis. Segment information is prepared on the same basis, and therefore, each property represents an individual operating segment. We aggregate all of our properties into one reportable segment due to their similarities with regard to the economics of the properties, tenants and operational processes.


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. Under those sections, a REIT which distributes at least 90% of its REIT taxable income as a dividend to its shareholders each year and which meets certain other conditions will not be taxed on that portion of its taxable income which is distributed 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 (including any alternative minimum tax, which, for corporations, was repealed under the TCJA (defined below) for tax years beginning after December 31, 2017) and may not be able to qualify as a REIT for the four subsequent taxable years. Our two Puerto Rico malls are subject to a 29% non-resident withholding tax which is included in income tax expense in the consolidated and combined statements of income.
1



Company Strategies

Our goal is to be a leading owner and operator of retail real estate in and on the edges of major urban markets, principally inwith a focus on the New York metropolitan area.Washington, D.C. to Boston corridor. We believe urban markets offer attractive investmentacquisition and redevelopment opportunities resulting from high population density, strong demand from consumers, above average retailer sales trends, a unique interplaylimited supply of demographic, supply/demandinstitutional quality assets and redevelopment/development trends. To achieve this goal, oura large number of older, undermanaged assets that remain privately owned. We seek to create value through the following primary strategies include:strategies:

MaximizingMaximize the value of existing properties through proactive management. We intend to maximize the value of each of our assets through comprehensive, proactive management encompassing: continuous asset evaluation for highest-and-best-use; targeted leasing to desirable tenants; and efficient and cost-conscious day-to-day operations that minimize retailer operating expenseexpenses and enhance property quality;quality. Repurposing retail real estate with high-quality retailers, with a focus on grocers, and targeted leasingincorporating other uses including industrial, residential, self-storage, and medical, are increasingly important to the most desirable tenants.our business plan. Leasing is a critical value-creation function that includes:and asset management add value through:
Monitoring retailer sales, merchandising, store operations, timeliness of payments, overall financial condition and related factors;
Being constantlyconsistently aware of each asset’s competitive position within its trade area and makingrecommending physical improvements or adjusting merchandising if circumstances warrant;
Continuously canvassing trade areas to identify unique operators that can distinguish a property and enhance its offerings;
Maintaining regular contact with the brokerage community to stay abreast of new merchants, potential relocations, new supply and overall trade area dynamics;
Conducting regular portfolio reviews with key merchants;
Building and nurturing broad and deep relationships with retailertenant decision-makers;
Focusing on spaces with below-market leases that might be recaptured;
Understanding the impact of options, exclusives, co-tenancy and other restrictive lease provisions; and
Optimizing required capital investment in every transaction.



Develop and redevelop assets to their highest and best use. Our existing portfolio presents considerable opportunity to generate additional income at attractive returns by redeveloping underutilized existing space, developing new space through expanding our properties and developing pad sites, and incorporating non-retail uses such as industrial, multifamily, office, self-storage and other uses. As of December 31, 2022, we have $216 million of active development, redevelopment, and anchor repositioning projects, of which $159.7 million remains to be funded. These projects are expected to generate an approximate 12% unleveraged yield. We will continue to explore opportunities throughout our portfolio to achieve similar upgrades in tenancy, to densify sites where feasible and to repurpose certain retail space to non-retail uses.
Actively investing. Invest in target markets.We intend to redevelop existing properties and to acquire propertiesselectively deploy capital through acquisitions in our target markets. Each investment mustmarkets that meet our criteria for risk-adjusted returnreturns and forenhance the overall quality compared toof our existing portfolio.

At the same time, we plan to sell assets that no longer meet our return requirements and strategic objectives. Investment considerations for acquisitions include:
Competition and Barriers-to-Entry: We seek assets in underserved, high barrier-to-entry markets in densely populated, affluent trade areas. We believe that properties located in such markets present a more attractive risk-return profile relative to other markets.
Geography: We focus primarily on the New York metropolitan area and secondarily on the Washington, DCD.C. to Boston corridor.
We intend to invest in our existing core markets, and, over time, may expand into new markets that have similar characteristics.
Environmental: We consider asset sustainability and characteristics that are consistent with our environmental, social and governance (“ESG”) plans and strategy for the future. Our due diligence process includes a full assessment of potential environmental risks associated with acquisitions.
Product: We generally seek retaillarge properties that offerprovide scale relative to the competition and optionality for redevelopment to meet the changing demands of the local communities necessity and convenience-oriented retailers. We also seek large shopping centers, preferably with a supermarket, where demographics and supply constraints provide attractive financial dynamics.
community.
Tenancy: We consider tenant mix, sales performance and related occupancy cost, lease term, lease provisions, omni-channel capabilities, susceptibility to e-commerce disruption and other factors. Our tenant base comprises a diverse group of merchants, including department stores, supermarkets, discounters, entertainment offerings, health clubs, DIY stores, in-line specialty shops, restaurants and other food and beverage vendors and service providers.
2


Rent: We believe that this diversification provides stability toderive our cash flows as no specific retail category constitutes more than 20% ofrevenue from fixed and variable rents from our portfolio’s annual base rental revenue and no one retailer contributed more than 6% of our annual base rental revenue in 2017.
Rent:tenants. We consider existing rents relative to market rents and target submarkets that have potential for market rent growth as evidenced by strong retailer sales performance.
Competition and Barriers-to-Entry: We seek assets in underserved, high barrier-to-entry markets in densely populated, affluent trade areas. We believe that properties located in such markets present more attractive risk-return profile relative to other markets. We intend to invest in our existing core markets, and, over time, may expand into new markets that have similar characteristics.
Access and Visibility: We seek assets with convenient access and good visibility.
Physical Condition: We consider aesthetics, functionality, building and site conditions and environmental matters in evaluating asset quality.
Constantly evaluating our portfolio and, where appropriate, engaging in selective dispositions. We intend to regularly evaluate each property and, where appropriate, dispose of those properties that do not meet our investment criteria. We intend to reinvest the proceeds from any dispositions into redevelopment, development and acquisitions, or we may use such funds to reduce outstanding debt.

MaintainingMaintain capital discipline. We intend to keep our balance sheet flexible and capable of supporting growth. We expect to generate increasing levels of cash flow from internally generated funds and to have substantial borrowing capacity under our existing revolving credit agreement, general access to equity markets and from potential secured debt financing on our existing assets.


Environmental, Social and Governance Achievements, Initiatives, and Objectives
We seek to drive financial performance while engaging in environmentally and socially responsible business practices grounded in sound corporate governance. We believe that disclosure of our ESG practices allows our stakeholders to see our company holistically and understand its trajectory beyond fundamentals and financial metrics. We have an ESG Steering Committee (the “Steering Committee”) comprised of executives, senior leadership and other personnel of the Company. The Steering Committee meets periodically and is focused on setting, implementing, tracking, measuring, and communicating our progress related to ESG initiatives. The Steering Committee has developed a comprehensive suite of environmental, social, and governance policies that inform and guide our ESG approach and drive our ESG goals forward. We have aligned our sustainability practices in accordance with the Global Reporting Initiative (“GRI”) standards and commensurate with the Sustainability Accounting Standards Board (“SASB”) and the Task Force on Climate-Related Financial Disclosures (“TCFD”) frameworks. On an annual basis, we publish an ESG Report and complete a Global Real Estate Sustainability Benchmarks (“GRESB”) submission to continue to measure our progress against peers. We routinely reassess our plans and policies to evaluate compliance with regional and national requirements as well as industry best practices.

Environmental
From an environmental perspective, we have implemented and plan to continue to implement policies and practices with the goal of supporting the continued reduction of energy (thereby reducing greenhouse gas emissions), water, and waste production across the portfolio. Initiatives we have taken include the installation of energy-efficient roofing, LED lighting retrofits, high efficiency HVAC systems, electric vehicle charging stations and waste recycling and management. Additionally, we continue to explore solar and alternative energy opportunities to further reduce our consumption and carbon footprint. We are committed to maintaining sustainable operations and believe that our long-term sustainability goals will provide positive financial and environmental outcomes for shareholders, tenants, employees and the communities in which we invest.

Social
Our community involvement includes donations to various charitable organizations, hospitals, and relief funds as well as food and clothing drives. Many of these organizations and drives directly benefit the people and neighborhoods in which our properties are located. During 2022, the Company joined the NCSY Relief Missions, a Northern New Jersey based youth organization, in an immersive community engagement effort to help those affected by recent hurricane damage in Puerto Rico, near our property The Outlets at Montehiedra. In addition, we continue to partner with organizations like Relief Access Program for the Bronx (“RAP4Bronx”), a non-profit organization responsible for delivering meals to those suffering from food insecurity in the Bronx. Our contributions towards RAP4Bronx include the donation of vacant space that serves as a warehouse and distribution hub for the organization, as well as monetary donations from the Company and our employees.
We believe that through our business, we are able to provide the communities in which we operate a welcoming and safe environment for our tenants and customers to connect and engage with one another. We are committed to providing a better shopping experience for our customers by spending capital to redevelop our centers, which also results in the creation of new jobs in construction and retail. Additionally, we are deliberate in our leasing approach by adding necessary retailers to neighborhoods lacking vital resources and those that appeal to the respective communities where the properties are located.

Governance
Our corporate governance standards and policies aim to promote ethical conduct, fair dealing, transparency and accountability. The Company is governed by a nine-member board comprised primarily of independent trustees. The Board of Trustees is focused on independence, diversity of thought, experience and ethical leadership, and is critical in the oversight of our risk-management processes. Additionally, we have three board committees made up of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee, each of which addresses risks specific to their respective
3


functional responsibilities and works closely with the Board of Trustees. Our Corporate Governance Guidelines are re-evaluated annually, taking into account changing circumstances to ensure that the best interests of the Company and our shareholders are met. We maintain additional policies including our Code of Ethics, Conflict of Interest Policy, and Whistleblower Policy, on which all employees are trained.
We are subject to federal, state and local regulations, including environmental regulations. Each of our properties has been subjected to varying degrees of environmental assessment at various times. Based on these assessments, we have accrued costs for remediation for environmental contamination at certain properties. As of the date of this Report on Form 10-K, we are not aware of any material costs of complying with government regulations, including environmental regulations, that would have a material adverse effect on our overall business, financial condition or results of operations. See “Risks Related to Environmental Liability and Regulatory Compliance” in Part 1, Item 1A "Risk Factors" for further information regarding our risks related to government regulations.

Human Capital
At December 31, 2022, we had 115 employees. We believe that our people are our most valuable asset. Our future success will depend, in part, on our ability to continue to attract, hire, and retain qualified personnel. Accordingly, we strive to offer competitive salaries and employee benefits to all employees and monitor salaries in our market areas. We provide professional training and development workshops and aim to provide a workplace environment where employees are informed, engaged, feel empowered, and can succeed. Additionally, the Company launched a mentorship program designed to provide members of the team an opportunity to expand their knowledge and experience through one-on-one mentorship with an employee from another department. The goal of this initiative is to promote a culture of learning while providing opportunities for professional and personal growth.
Our employees enjoy subsidized health and wellness benefits, professional training and development workshops, ergonomic office equipment, telecommuting opportunities and policies encouraging work/life balance. We have created an employee wellness program which spans the entire year and focuses on five pillars of health and wellness, both inside and outside of the office. The areas of focus for this program include financial, emotional, physical, social and community wellness. Each month there is a theme with associated activities and employee incentives including the ability to earn additional money for health savings accounts.
We understand the importance of work/life balance and allow employees the flexibility to maintain a hybrid in-office and remote working schedule. We provide all employees with the equipment and resources necessary to work and perform their duties in a remote setting. We have implemented enhanced cleaning protocols within our offices and our properties to promote employee health and safety, which include cleaning and disinfecting high-touch surfaces daily, providing hand sanitizer and personal protective equipment such as face masks.
Diversity, equity and inclusion (“DE&I”) initiatives are an integral part of our culture. We believe that a diverse workforce and an inclusive culture promotes growth, both personally and professionally, and is an important aspect in our ability to attract and retain talented employees. All employees are required to complete trainings on DE&I which cover a range of topics including best practices and education on unconscious bias. We aim to create an equitable workplace for all, and our CEO has signed the CEO Diversity and Inclusion Action Pledge on behalf of our Company, joining thousands of other CEOs and peers across the country to cultivate a trusting environment where our employees feel comfortable and are empowered to have discussions about diversity and inclusion. As a part of this pledge, the Company has created a Days of Understanding initiative which provides different platforms such as a book club or a movie screening as a way to encourage our team to have open discussions on issues of diversity, equity and inclusion. This program is designed to allow employees to not only gain a better understanding of culture issues tied to race, gender, and sexual orientation, but also drive engagement, build camaraderie, and learn from different perspectives.
Our efforts, like those mentioned above, are some of the many reasons Urban Edge Properties was named one of the best places to work in New Jersey by NJBIZ Magazine in 2022. The annual program identifies and recognizes the best employers in the state of New Jersey.
Through our wellness and DE&I programs, health and safety protocols and town hall meetings with all employees, among other initiatives, we continually strive to provide a workplace environment where employees are informed, engaged, feel empowered and can succeed.
Further information on our corporate responsibility practices can be found on our website in the ESG section. The information on our website is not incorporated by reference in this Annual Report on Form 10-K.
Our headquarters are located at 888 Seventh Avenue, New York, NY 10019.


4


Significant Tenants

None of our tenants accounted for more than 10% of total revenues in any of the years ended December 31, 2017, 20162022, 2021 and 2015. 2020. The Home Depot, Inc. is our largest tenant and accounted for approximately $22.3$21.4 million, or 5.5%5.4%, of our total revenue for the year ended December 31, 2017.2022.


EmployeesREIT Qualification

Our headquarters are located at 888 Seventh Avenue, New York, NY 10019. AsThe 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, 2017,2015. 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 had 120 employees.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 in 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.


Supplemental U.S. Federal Income Tax Considerations
The following discussion supplements and updates the disclosures under “Certain United States Federal Income Tax Considerations” in the prospectus dated August 15, 2022, contained in our Registration Statement on Form S-3 (File No. 333-266885) filed with the SEC on August 15, 2022. Capitalized terms herein that are not otherwise defined shall have the same meaning as when used in such disclosures (as supplemented).
On December 29, 2022, the Internal Revenue Service promulgated final Treasury Regulations under Sections 897, 1441, 1445, and 1446 of the Code that were, in part, intended to coordinate various withholding regimes for non-U.S. shareholders. The new Treasury Regulations provide that:
i.The withholding rules applicable to ordinary REIT dividends paid to a non-U.S. shareholder (generally, a 30% rate of withholding on gross amounts unless otherwise reduced by treaty or effectively connected with such non-U.S. shareholder’s trade or business within the United States and proper certifications are provided) will apply to (a) that portion of any distribution paid by us that is not designated as a capital gain dividend, a return of basis or a distribution in excess of the non-U.S. shareholder’s adjusted basis in its stock that is treated as gain from the disposition of such stock and (b) any portion of a capital gain dividend paid by us that is not treated as gain attributable to the sale or exchange of a U.S. real property interest by reason of the recipient not owning more than 10% of a class of our stock that is regularly traded on an established securities market during the one-year period ending on the date of the capital gain dividend.
ii.The withholding rules under FIRPTA will apply to a distribution paid by us in excess of a non-U.S. shareholder’s adjusted basis in our stock, unless the interest in our stock is not a U.S. real property interest (for example, because we are a domestically controlled qualified investment entity) or the distribution is paid to a “withholding qualified holder.” A “withholding qualified holder” means a qualified holder (as defined below) and a foreign partnership all of the interests of which are held by qualified holders, including through one or more partnerships.
iii.The withholding rules under FIRPTA will apply to any portion of a capital gain dividend paid to a non-U.S. shareholder that is attributable to the sale or exchange of a U.S. real property interest, unless it is paid to a withholding qualified holder.
In the case of FIRPTA withholding under clause (ii) above, the applicable withholding rate is currently 15%, and in the case of FIRPTA withholding under clause (iii) above the withholding rate is currently 21%. For purposes of FIRPTA withholding under clause (iii), whether a capital gain dividend is attributable to the sale or exchange of a U.S. real property interest is determined taking into account the general exception from FIRPTA distribution treatment for distributions paid to certain non-U.S. shareholders under which any distribution by us to a non-U.S. shareholder with respect to any class of stock which is regularly traded on an established securities market located in the United States is not treated as gain recognized from the sale or exchange of a U.S. real property interest if such non-U.S. shareholder did not own more than 10% of such class of stock at any time during the 1-year period ending on the date of such distribution. To the extent inconsistent, these Treasury Regulations supersede the discussion on withholding contained in the above-referenced disclosures (as supplemented) under the heading “Certain United States Federal Income Tax Considerations—Taxation of Non-U.S. Shareholders.” However, if, notwithstanding these Treasury Regulations, we encounter difficulties in properly characterizing a distribution for purposes of the withholding rules, we may decide to withhold on such distribution at the highest possible U.S. federal withholding rate that we determine could apply.
5


The new Treasury Regulations also provide new guidance regarding qualified foreign pension funds. Accordingly, the last two sentences of the first paragraph under the heading “Certain United States Federal Income Tax Considerations—Taxation of Non-U.S. Shareholders—Qualified Foreign Pension Funds” are hereby deleted and replaced with the following:
Under Treasury Regulations, subject to the discussion below regarding “qualified holders,” a “qualified controlled entity” also is not generally treated as a foreign person for purposes of FIRPTA. A qualified controlled entity generally includes a trust or corporation organized under the laws of a foreign country all of the interests of which are held by one or more qualified foreign pension funds either directly or indirectly through one or more qualified controlled entities.
Additionally, the following two paragraphs are added after the first paragraph under the heading “Certain United States Federal Income Tax Considerations—Taxation of Shareholders and Potential Tax Considerations Relating to Their Investment in Common Shares or Preferred Shares—Taxation of Non-U.S. Shareholders—Qualified Foreign Pension Funds”:
Treasury Regulations further require that a qualified foreign pension fund or qualified controlled entity will not be exempt from FIRPTA with respect to dispositions of U.S. real property interests or REIT distributions attributable to the same unless the qualified foreign pension fund or qualified controlled entity is a “qualified holder.” To be a qualified holder, a qualified foreign pension fund or qualified controlled entity must satisfy one of two alternative tests at the time of the disposition of the U.S. real property interest or the REIT distribution. Under the first test, a qualified foreign pension fund or qualified controlled entity is a qualified holder if it owned no U.S. real property interests as of the earliest date during an uninterrupted period ending on the date of the disposition or distribution during which it qualified as a qualified foreign pension fund or qualified controlled entity. Alternatively, if a qualified foreign pension fund or qualified controlled entity held U.S. real property interests as of the earliest date during the period described in the preceding sentence, it can be a qualified holder only if it satisfies certain testing period requirements.
Treasury Regulations also provide that a foreign partnership all of the interests of which are held by qualified holders, including through one or more partnerships, may certify its status as such and will not be treated as a foreign person for purposes of withholding under Code Section 1445 (and Code Section 1446, as applicable).

Available Information

Copies of our Annual Reports on Form 10‑K, Quarterly Reports on Form 10‑Q, Current Reports on Form 8‑K, including exhibits, and amendments to those reports, as well as Reports on Forms 3, 4 and 5 regarding officers, trustees or 10% beneficial owners of us, filed or furnished pursuant to Section 13(a), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are available free of charge through our website (www.uedge.com) as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission.Commission (“SEC”). Also available on our website are copies of our Audit Committee Charter, Compensation Committee Charter, Corporate Governance and Nominating Committee Charter, Code of Business Conduct and Ethics and Corporate Governance Guidelines. In the event of any changes to these charters or the code or guidelines, changed copies will also be made available on our website. Copies of these documents are also available directly from us free of charge. Our website also includes other financial information, including certain non-GAAP financial measures, none of which is a part of this Annual Report on


Form 10-K. Copies of our charters, code, guidelines, and filings under the Securities Exchange Act of 1934 are also available free of charge from us, upon request.
Supplement to Material U.S. Federal Income Tax Consequences
6
This summary supplements and updates the discussion contained under the caption “Material U.S. Federal Income Tax Consequences” in the prospectus dated August 5, 2016, contained in our Registration Statement on Form S-3 filed with the SEC on August 5, 2016, should be read in conjunction therewith and is subject to the qualifications set forth therein. This summary is for general information purposes only and is not tax advice. This discussion does not address all aspects of taxation that may be relevant to particular holders of our securities in light of their personal investment or tax circumstances.

Recent Legislation

The recently enacted Tax Cuts and Jobs Act (the “TCJA”), generally applicable for tax years beginning after December 31, 2017, made significant changes to the Code, including a number of provisions of the Code that affect the taxation of businesses and their owners, including REITs and their stockholders, and, in certain cases, that modify the tax rules discussed in the accompanying prospectus.
Among other changes, the TCJA made the following changes:
For tax years beginning after December 31, 2017 and before January 1, 2026, (i) the U.S. federal income tax rates on ordinary income of individuals, trusts and estates have been generally reduced and (ii) non-corporate taxpayers are permitted to take a deduction for certain pass-through business income, including dividends received from REITs that are not designated as capital gain dividends or qualified dividend income, subject to certain limitations.
The maximum U.S. federal income tax rate for corporations has been reduced from 35% to 21%, and corporate alternative minimum tax has been eliminated for corporations, which would generally reduce the amount of U.S. federal income tax payable by our taxable REIT subsidiaries (“TRSs”) and by us to the extent we were subject to corporate U.S. federal income tax (for example, if we distributed less than 100% of our taxable income or recognized built-in gains in assets acquired from C corporations). In addition, the maximum withholding rate on distributions by us to non-U.S. stockholders that are treated as attributable to gain from the sale or exchange of a U.S. real property interest is reduced from 35% to 21%.
Certain new limitations on the deductibility of interest expense now apply, which limitations may affect the deductibility of interest paid or accrued by us or our TRSs.
Certain new limitations on net operating losses now apply, which limitations may affect net operating losses generated by us or our TRSs.
A U.S. tax-exempt stockholder that is subject to tax on its unrelated business taxable income (“UBTI”) will be required to separately compute its taxable income and loss for each unrelated trade or business activity for purposes of determining its UBTI.
New accounting rules generally require us to recognize income items for federal income tax purposes no later than when we take the item into account for financial statement purposes, which may accelerate our recognition of certain income items.
This summary does not purport to be a detailed discussion of the changes to U.S. federal income tax laws as a result of the enactment of the TCJA. Technical corrections or other amendments to the TCJA or administrative guidance interpreting the TCJA may be forthcoming at any time. We cannot predict the long-term effect of the TCJA or any future law changes on REITs or their stockholders. Investors are urged to consult their own tax advisors regarding the effect of the TCJA based on their particular circumstances.



ITEM 1A. RISK FACTORS
You should carefully consider the following risks and other material in this information statement in evaluating the Company and our common shares. Any of the following risks could materially and adversely affect our business, results of operations and financial condition. These risks have been separated into three groups: (1) Risks Related to Our Business and Operations and to Our Status as a REIT, (2) Risks Related to Our Common Shares and (3) Risks Related to Our Organization and Structure.
RISKS RELATED TO OUR BUSINESS AND OPERATIONS AND TO OUR STATUS AS A REIT
FactorsRisk factors that may materially and adversely affect our business, results of operations and financial condition are summarized below. These risks have been separated into the following groups:
Risks Related to Our Business and Operations;
Risks Related to Our Liquidity and Indebtedness;
Risks Related to Business Continuity;
Risks Related to Environmental Liability and Regulatory Compliance;
Risks Related to Our Status as a REIT;
Risks Related to Our Organization and Structure; and
Risks Related to An Investment in Our Common Shares.
The risks and uncertainties described herein may not be the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial, may also adversely affect our business. See “Forward-Looking Statements” contained herein..

There are inherent risks associated withRISKS RELATED TO OUR BUSINESS AND OPERATIONS
Inflation and related volatility in the economy could negatively impact our results of operations and our tenants.
Inflation in the United States accelerated in 2022 and may continue at an elevated level in the near-term. This increase, and any related impacts, including increased prices for consumer goods and higher interest rates and wages, and any fiscal or other policy interventions by the U.S. government in reaction to such events, could negatively impact our results of operations, and could also negatively impact our tenants’ businesses. Most of our leases require tenants to pay their share of operating expenses, including common area maintenance, real estate investmentstaxes and insurance, although some larger tenants have capped the real estate industry, particularly retail real estate, eachamount of whichthese operating expenses they are responsible for under their lease. As a result, we believe that the structure of our leases reduces our exposure to increases in costs and operating expenses resulting from inflation. However, there can be no assurance that our tenants will be able to absorb these expense increases and be able to continue to pay us their portion of operating expenses, capital expenditures and rent. While our leases generally provide for fixed annual rent increases, high levels of inflation will likely outpace our contractual rent increases. As a result, our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and to pay dividends and distributions to shareholders could have anbe adversely affected over time. The duration and extent of any prolonged periods of inflation, and any related adverse impacteffects on our financial performance and the valueresults of our properties.
Real estate investments are subject to various risks, many of which are beyond our control. Our operatingoperations and financial performancecondition, remain unknown at this time.
Additionally, inflationary pricing may have a negative effect on the construction costs necessary to complete our development and the value of our properties can be affected by many of these risks,redevelopment projects, including, but not limited to, the following:
the conveniencecosts of construction materials, labor and quality of competing retail propertiesservices from third-party contractors and other retailing platforms such as e-commerce;
localsuppliers. Certain mitigating factors and contingencies are built into our contracts; however, no assurance can be given that our efforts at mitigation will be successful. Higher construction costs could adversely impact our investments in real estate assets and expected yields on our redevelopment projects.

Actual or perceived threats associated with epidemics, pandemics or other public health crises, have had and could have a material adverse effect on our and our tenants’ businesses, financial condition, results of operations, cash flow, liquidity, and ability to access the capital markets and satisfy debt service obligations.
Epidemics, pandemics or other public health crises, that impact economic and market conditions, particularly in the markets where our properties are located, and preventative measures taken to alleviate their impact, may have a material adverse effect on our and our tenants’ businesses, financial condition, results of operations, liquidity, and ability to access capital markets and satisfy debt service obligations.
The actual and potential restrictions intended to prevent and mitigate such as an oversupplyevents have had, and could have in the future, additional adverse effects on our business, including with regards to:
the ability and willingness of retail space or a reduction in demand for retail space, resulting in vacancies or compromisingour tenants to renew their leases upon expiration, our ability to rent spacere-lease the properties on favorable terms;
adverse changesthe same or better terms in the financial conditionevent of tenants atnonrenewal or in the event we exercise our properties, including financial difficulties, lease defaults or bankruptcies;right to replace an existing tenant, and obligations we may incur in connection with the replacement of an existing tenant;
national, regionalanticipated returns from development and local economies,redevelopment projects, which may be negatively impacted by inflation, deflation, government deficits, high unemployment rates, severe weatherexperience delays due to supply-chain disruptions;
the broader impact of epidemics, pandemics, or other natural disasters, decreasedpublic health crises and their effect on consumer confidence, industry slowdowns, reduced corporate profits, lack of liquidity and other adverse business conditions;behavior;
civil unrest, acts of war, terrorist attacks and natural or man-made disasters, including seismic activity and floods, which may result in uninsured and underinsured losses;
7


changes in the enforcement of laws, regulations and governmental policies, including, without limitation, health, safety, environmental, zoning and tax laws, government fiscal policies and the Americans with Disabilities Act (“ADA”);
the illiquid nature of real estate investments, which may limit our ability to sell properties at the terms desiredpay down, refinance, restructure or at terms favorable to us;
competition for investment opportunities from other real estate investors with significant capital, including other REITs, real estate operating companies and institutional investment funds; and
fluctuations in interest rates and the availability and cost of financing, which could adversely affectextend our ability and the ability of potential buyers and tenants ofindebtedness as it becomes due or our properties, to obtain financing on favorable terms or at all.
During a period of economic slowdown or recession, or the public perception that such a period may occur, declining demand for real estate could result in a general decline in rents or an increased incidence of defaults among our existing tenants, and, consequently, our properties may fail to generate revenues sufficient to meet operating, debt service and other expenses. As a result, we may haveability to borrow funds under our credit facility as a result of covenants relating to cover fixed costs,our financial results; and
the potential reduction in our cash flow, financial conditionoperating effectiveness if key personnel become unavailable due to illness or other personal circumstances.
To the extent any of these risks and resultsuncertainties adversely impact us in the ways described above or otherwise, they may also have the effect of operations could be adversely affected. As such,heightening many of the market price of our common shares, and our ability to service debt obligations and pay dividends and other distributions to security holders could be adversely affected.risks described in this section.


E-commerce may have an adverse impact on our tenants and our business.
E-commerce continues to gain in popularity and growth in internet sales is likely to continue in the future. E-commerce could result in a downturn in the business of some of our current tenants and could affect the way other current and future tenants lease space. For example, the migration towards e-commerce has led many omnichannel retailers to prune the number and size of their traditional “brick and mortar” locations to increasingly rely on e-commerce and alternative distribution channels. Many tenants also permit merchandise purchased on their websites to be picked up at, or returned to, their physical store locations, which may have the effect of decreasing the reported amount of their in-store sales and the amount of rent we are able to collect from them (particularly with respect to those tenants who pay rent based on a percentage of their in-store sales). We cannot predict with certainty how growth in e-commerce will impact the demand for space at our properties or how much revenue will be generated at traditional store locations in the future. If the shift towards e-commerce causes declines in the “brick and mortar” sales generated


by our tenants and/or causes our tenants to reduce the size or number of their retail locations in the future, our cash flow, financial condition and results of operations could be materially and adversely affected.


Retail real estate is a competitive business.
Competition in the retail real estate industry is intense. We compete with a large number of public and private retail real estate companies, including property owners and developers. We compete with these companies to attract customers to our properties, as well as to attract anchor, non-anchor and other tenants. We also compete with these companies for development, redevelopment and acquisition opportunities. Other owners and developers may attempt to take existing tenants from our shopping centers by offering lower rents or other incentives to compel them to relocate. This competition could have a material adverse effect on our ability to lease space and on the amount of rent and expense reimbursements that we receive.


We depend on leasing space to tenants on economically favorable terms and on collecting rent from tenants who ultimately may not be able to pay.
Our financial results depend significantly on leasing space in our properties to tenants on economically favorable terms. A majority of our income depends on the ability of our tenants to pay the full amount of rent and other charges due under their leases on a timely basis. Some of our leases provide for the payment, in addition to base rent, of additional rent above the base amount according to a specified percentage of the gross sales generated by the tenants and generally provide for reimbursement of real estate taxes and expenses of operating the property. Economic and/or competitive conditions may impact the success of our tenants’ retail operations and therefore the amount of rent and expense reimbursements we receive from our tenants. While demand for our retail spaces has been strong, there can be no assurance in our ability to maintain our occupancy levels on favorable terms. Any reduction in our tenants’ abilities to pay base rent, percentage rent or other charges on a timely basis will decrease our income, funds available to pay indebtedness and funds available for distribution to shareholders. If a tenant does not pay its rent, we might not be able to enforce our rights as landlord without delays and might incur substantial legal and other costs. During periods of economic adversity, there may be an increase in the number of tenants that cannot pay their rent and an increase in vacancy rates, which could materially and adversely affect our cash flow, financial condition and results of operations.


We may be unable to renew leases or relet space as leases expire.expire on terms comparable to prior leases or at all.
WhenIf our tenants decide not to renew their leases upon their expiration, or if we exercise our right to replace an existing tenant, we may not be able to relet the space. Propertiesspace on terms comparable to prior leases or at all. Spaces that accounted for approximately 5.1%14.9% of physical occupancy were vacant as of December 31, 2022, excluding leases signed but not commenced. In addition, leases accounting for approximately 28% of our annualized base rent for the fiscal year ended December 31, 2017 were vacant as of December 31, 2017, excluding leases signed but not commenced. In addition, leases accounting for approximately 16% of our annualized base rent for the fiscal year ended December 31, 20172022 are scheduled to expire within the next three years. Even if tenants do renew or we can relet the space, the terms of the renewal or reletting, taking into account among other things, the cost of improvements to the property and leasing commissions, may be less favorable than the terms in the expired leases. In addition, changes in space utilization by our tenants may impact our ability to renew or relet space without the need to incur substantial costs in renovating or redesigning the internal configuration of the relevant property. If we are unable to promptly renew the leases or relet the space at similar rates or if we incur substantial costs
8


in renewing or reletting the space, our cash flow and ability to service debt obligations and pay dividends and other distributions to security holders could be adversely affected.


Bankruptcy or insolvency of tenants may decrease our revenues, net income and available cash.
From time to time, somecertain of our tenants have become insolvent or declared bankruptcy and other tenants may declare bankruptcy or become insolvent in the future. For example, in September 2017, Toys “R” Us, Inc. (“Toys “R” Us”), filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code. As of December 31, 2017, we had leases with Toys “R” Us at nine locations with annualized base rent of $5.0 million. Additionally, Sears Holding Corporation and Staples, Inc. represent 2.0% and 1.5%, respectively, of our annualized base rent and each continued to close stores in 2017. Tenants who file for bankruptcy protection have the legal right to reject any or all of their leases and close related stores. In the event that a tenant with a significant number of leases in our properties files for bankruptcy and rejects its leases, we could experience a significant reduction in our revenues, and we may not be able to collect all pre-petition amounts owed by that party, which may adversely affect our cash flow, financial condition and results of operations. The bankruptcy or insolvency of a major tenant at one of our properties could also negatively impact our ability to lease other existing or future vacancies in theat any such property. In addition, our leases generally do not contain restrictions designed to ensure the ongoing creditworthiness of our tenants. The bankruptcy or insolvency of a major tenant could result in a lower level of net income, which may adversely affect our cash flow, financial condition and results of operations and decrease funds available to pay our indebtedness or make distributions to shareholders.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” included in Part I,II, Item 2. “Properties”7 in this Annual Report on Form 10-K and the Notes to Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K.






A significant number of our properties are located in the New York metropolitan area and are affected by the economic cycles there.
Because a significant number of our properties are located in the New York metropolitan area, we are particularly susceptible to adverse economic and other developments in that area. Notably, as of December 31, 2017, two2022, one of our New York metropolitan area properties, in the aggregate generated in excess of 15% of our annualized base rent (TheThe Outlets at Bergen Town Center, and Tonnelle Commons in New Jersey).Paramus, NJ, generated in excess of 10% of our annualized base rent. Collectively, our New York metropolitan area properties in the aggregate generated in excess of 70%approximately 73% of our annualized base rent as of December 31, 2017.2022. Real estate markets are subject to economic downturns, and we cannot predict the economic conditions in the New York metropolitan area in either the short-term or long-term. Poor economic or market conditions in the New York metropolitan area may adversely affect our cash flow, financial condition and results of operations.

Risks related to Puerto Rico.
Our two malls in Puerto Rico make up approximately 10% of our Net Operating Income. Puerto Rico faces significant fiscal and economic challenges, including its government filing for bankruptcy protection in 2017. In addition, Hurricanes Irma and Maria placed significant, lasting stress on the island’s already strained economy and infrastructure. These factors have led to an ongoing emigration trend of Puerto Rico residents to the United States and elsewhere. The combination of these circumstances could result in less disposable income for the purchase of goods sold in our centers and the inability of merchants to pay rent and other charges. Any of these events could negatively impact our ability to lease space on terms and conditions we seek and could have a material adverse effect on our business and results of operations. As of December 31, 2017, the Company has individual, non-resource mortgages on each of its Puerto Rico properties as follows: a $116.2 million mortgage, comprised of a senior and junior loan, maturing in July 2021 secured by Montehiedra Town Center and a $130.0 million mortgage maturing in August 2024 secured by the Las Catalinas Mall.

Natural disasters could have a concentrated impact on us.
We own properties near the Atlantic Coast and in Puerto Rico which are subject to natural disasters such as hurricanes, floods and storm surges. We also have four properties in California that could be impacted by earthquakes. As a result, we could become subject to business interruption, significant losses and repair costs, such as those we experienced from Hurricane Maria, which damaged and caused the temporary closure of our two properties in Puerto Rico. The Company maintains comprehensive, all-risk property and rental value insurance coverage on our properties, however losses resulting from a natural disaster may be subject to a deductible or not fully covered and such losses could adversely affect our cash flow, financial condition and results of operations.


Some of our properties depend on anchor or major tenants and decisions made by these tenants, or adverse developments in the businesses of these tenants, could materially and adversely affect our business, results of operations and financial condition.
Some of our properties have anchor or major tenants that generally occupy larger spaces, sometimes pay a significant portion of a property’s total rent and often contribute to the success of other tenants by drawing customers to a property. If an anchor or major tenant closes, such closure could adversely affect the property even if the tenant continues to pay rent due to the loss of the anchor or major tenant’s drawing power. Additionally, closure of an anchor or major tenant could result in lease terminations by, or reductions in rent from, other tenants if the other tenants’ leases have co-tenancy clauses that permit cancellation or rent reduction if an anchor tenant closes. Retailer consolidation, store rationalization, competition from internet sales and general economic conditions may decrease the number of potential tenants available to fill available anchor tenant spaces. As a result, in the event one or more anchor tenants were to leave one or more of our centers, we cannot be sure that we would be able to lease the vacant space on equivalent terms or at all. In addition, we may not be able to recover costs owed to us by the closed tenant. In certain cases, some anchor and non-anchor tenants may be able to terminate their leases if they do not achieve defined sales levels.


Development redevelopment, and acquisitionredevelopment activities have inherent risks, which could adversely impact our cash flow, financial condition and results of operations.
We may develop redevelop or acquireredevelop properties when we believe that a development, redevelopment or acquisition projectdoing so is consistent with our business strategy. As of December 31, 2017,2022, we had 14 properties in our redevelopment project pipeline and 1525 active redevelopment projects. Weprojects in which we have invested a total of approximately $90.6$56.3 million, in our active projects, which are at various stages of completion, and based on our current plans and estimates, we anticipate it will cost an additional $104.9$159.7 million to complete our active projects. Our 14 total pipeline projects are estimated to cost $108 - 123 million.complete. We anticipate engaging in additional redevelopmentdevelopment and developmentredevelopment activities in the future. In addition to the risks associated with real estate investments in general as described elsewhere, the risks associated with future development and redevelopment activities include:
expenditure of capital and time on projects that may never be completed;
failure or inability to obtain financing on favorable terms or at all;
inability to secure necessary zoning or regulatory approvals;

9



higher than estimated construction or operating costs, including labor and material costs;
increased costs related to inflation, including higher costs of construction and financing;
inability to complete construction on schedule due to a number of factors, including inclement weather, labor disruptions, construction delays, delays or failure to receive zoning or other regulatory approvals, acts of terror or other acts of violence, or natural disasters (such as fires, seismic activity or floods);
significant time lag between commencement and stabilization resulting in delayed returns and greater risks due to fluctuations in the general economy, shifts in demographics and competition;
decrease in customer traffic during the redevelopment period causing a decrease in tenant sales;
inability to secure key anchor or other tenants at anticipated pace of lease-up or at all; and
occupancy and rental rates at a newly completed project that may not meet expectations.
If any of the above events were to occur, the development, redevelopment or acquisition of the propertiesthey may hinder our growth and may have an adverse effect on our cash flow, financial condition and results of operations. If we choose to pursue acquisitions in new markets or acquire assets that contain non-retail uses where we do not have the same level of market knowledge, it may result in weaker than anticipated performance. In addition, new development and significant redevelopment or acquisition activities, regardless of whether they are ultimately successful, typically require substantial time and attention from management.


We face significant competition for acquisitions of properties, which may reduce the number of acquisition opportunities available to us and increase the costs of these acquisitions.
The current market for acquisitions of properties in our core markets continues to be unablecompetitive. This competition may increase the demand for the types of properties in which we typically invest and, therefore, increase the prices paid for such acquisition properties. We also face significant competition for attractive acquisition opportunities from an indeterminate number of investors, including publicly-traded and privately-held REITs, private equity investors and institutional investment funds, some of which have greater financial resources, greater ability to complete acquisitionsborrow funds and eventhe willingness to accept more risk than we can prudently manage, including risks with respect to the geographic proximity of investments and the payment of higher acquisition prices. This competition will increase if acquisitions are completed,investments in real estate become more attractive relative to other forms of investment. Competition for investments may reduce the number of suitable investment opportunities available to us and may have the effect of increasing prices paid for such acquisition properties and, as a result, adversely affecting our ability to grow through acquisitions.

Our operating results at acquired properties may not meet our financial expectations.
We continue to evaluate the market of available properties and expect to continue to acquire properties when we believe strategic opportunities exist. Our ability to acquire propertiescomplete acquisitions on favorable terms and successfully operate or develop them is subject to the following risks:
we may be unable to acquire a desired property because of competition from other real estate investors with substantial capital, including other REITs, real estate operating companies and institutional investment funds;
even if we are able to acquire a desired property, competition from other potential acquirers may significantly increase the purchase price;
we may incur significant costs and divert management attention in connection with the evaluation and negotiation of potential acquisitions, including ones that are subsequently not completed;
we may be unable to finance acquisitions on favorable terms and in the time period we desire, or at all;
we may be unable to quickly and efficiently integrate new acquisitions, particularly the acquisition of portfolios of properties, into our existing operations;
we may acquire properties that are not initially accretive to our results upon acquisition, and we may not successfully manage and lease those properties to meet our expectations; and
we may acquire properties subject to liabilities and without any recourse, or with only limited recourse to former owners, with respect to unknown liabilities for clean-up of undisclosed environmental contamination, claims by tenants or other persons to former owners of the properties and claims for indemnification by general partners, trustees, officers and others indemnified by the former owners of the properties.
If we are unable to acquire properties on favorable terms, obtain financing in a timely manner andcomplete acquisitions on favorable terms, or operate acquired properties to meet our financial expectations,efficiently integrate such acquisitions, our cash flow, financial condition and results of operations could be adversely affected.


It may be difficult to dispose of real estate quickly, which may limit our flexibility.
Real estate investments areis relatively difficult to dispose of quickly. Consequently, we may have limited ability to promptly change our portfolio in response to changes in economic or other conditions. Moreover, our ability to dispose of, or finance real estate assets may be materially and adversely affected during periods of uncertainty or unfavorable conditions in the credit markets as we or potential buyers of our assetsreal estate may experience difficulty in obtaining financing. To dispose of low basis deferral or tax-protectedtax-
10


protected properties efficiently we from time to time use like-kind exchanges, which are intended to qualify for non-recognition of taxable gain, but can be difficult to consummate and result in the property for which the disposed assets are exchanged inheriting their low tax bases and other tax attributes (including tax protection covenants). These challenges related to dispositions may limit our flexibility.





Many real estate costs are fixed, even if income from our properties decreases.
Our financial results depend primarily on leasing space in our properties to tenants on terms favorable to us. Costs associated with operating real estate, investment, such as real estate taxes, insurance and maintenance costs, generally are not reduced even when a property is not fully occupied, rental rates decrease, or other circumstances cause a reduction in income from the property. As a result, cash flow from the operations of our properties may be reduced if a tenant does not pay its rent or we are unable to rent our properties on favorable terms.


A number of properties in our portfolio are subject to ground or building leases; if we are found to be in breach of a ground or building lease or are unable to renew a ground or building lease, we could be materially and adversely affected.
A number of the properties in our portfolio are either completely or partially on land that is owned by third parties and leased to us pursuant to ground or building leases. Accordingly, we only own a long-term leasehold or similar interest in those properties. If we are found to be in breach of a ground or building lease and that breach cannot be cured, we could lose our interest in the improvements and the right to operate the property. In addition, unless we can purchase a fee interest in the underlying land or building or extend the terms of these leases before or at their expiration, as to which no assurance can be given, we will lose our interest in the improvements and the right to operate these properties. However, in certain cases, our ability to exercise such options is subject to the condition that we are not in default under the terms of the ground or building lease at the time that we exercise such options, and we can provide no assurancesassurance that we will be able to exercise our options at such time. If we were to lose the right to operate a property due to a breach or non-renewal of the ground or building lease, we would be unable to derive income from such property, which could materially and adversely affect us.


LossOur assets may be subject to impairment charges.
Real estate is carried at cost, net of accumulated depreciation and amortization. Our properties are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the property 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 based on the excess of the property’s carrying amount over its estimated fair value. Recording an impairment charge results in an immediate reduction in our key personnelincome in the period in which the charge is taken, which could materially and adversely affect the value of our business, results of operations and financial condition.

RISKS RELATED TO OUR LIQUIDITY AND INDEBTEDNESS
Risks related to our outstanding debt.
We have historically used moderate levels of leverage and expect to continue to incur indebtedness to support our activities. As of December 31, 2022, our outstanding indebtedness was $1.7 billion, of which $159.2 million was variable rate indebtedness. If we are unable to obtain debt financing or refinance existing debt upon maturity on terms favorable to us, or at all, our financial condition and results of operations would likely be adversely affected. We have approximately $329 million of debt, with a weighted average interest rate of 3.7%, maturing within the next 12 months related to mortgage loans encumbering three of our properties. We are dependentactively exploring our options to refinance them, however, there is no guarantee that we will be able to do so prior to their maturities or at rates that are favorable to us.
As of December 31, 2022, approximately 9% of our current outstanding debt bore interest at variable rates based on the effortsLondon Interbank Offered Rate (“LIBOR”), Secured Overnight Financing Rate (“SOFR”) or the Prime Rate, plus an applicable margin per the loan agreement. We are exposed to risks related to a potential rising interest rate environment for our current or any future variable interest rate debt. Interest expense on our variable rate debt at December 31, 2022 would increase by approximately $1.6 million annually for every 100-basis-point increase in interest rates. While we may enter into interest rate hedging transactions with counterparties, there can be no guarantee that the future financial condition of these counterparties will enable them to fulfill their obligations under such agreements.
In 2017, U.K. regulators announced that they intend to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, U.S. regulators identified SOFR as their preferred alternative to USD LIBOR in derivatives and other financial contracts. Additionally, while U.S. official guidance states that there should be no new LIBOR trading after December 31, 2021, we expect that USD LIBOR will continue to be published until June 30, 2023. We are not currently able to predict when LIBOR will cease to be available in the United States. When LIBOR is discontinued, the interest rates of our key executive personnel. AlthoughLIBOR-
11


indexed debt following such event will be based on either alternate reference rates, such as SOFR, or agreed upon replacement rates. While such an event would not affect our ability to borrow or maintain already outstanding borrowings, it could result in higher interest rates or additional hedging costs.
If the cost or amount of our debt increases or we believe qualified replacementscannot refinance our debt in sufficient amounts or on acceptable terms, we are at risk of default on our obligations, which could be found for these key executiveshave a material adverse effect on our company, including our ability to make distributions to our shareholders.

Covenants in our existing financing agreements may restrict our operating, financing, redevelopment, development, acquisition and other activities.
The mortgages on our properties contain customary covenants such as those that limit our ability, without the prior consent of the lender, to further mortgage the applicable property or to reduce insurance coverage. Our existing revolving credit facility contains, and any debt that we may obtain in the eventfuture may contain, customary restrictions, requirements and other limitations on our ability to incur indebtedness, including covenants (i) that limit our ability to incur debt based upon (1) our ratio of total debt to total assets, (2) our ratio of secured debt to total assets, (3) our ratio of earnings before interest, tax, depreciation and amortization (“EBITDA”) to interest expense and (4) our ratio of EBITDA to fixed charges, and (ii) that require us to maintain a certain level of unencumbered assets to unsecured debt. Our ability to borrow is subject to compliance with these and other covenants. Failure to comply with our covenants could cause a default under the applicable debt instrument and we may then be required to repay such debt with capital from other sources or to give possession of a departure,secured property to the losslender. Under those circumstances, other sources of capital may not be available to us or may be available only on unattractive terms.

Defaults on secured indebtedness may result in foreclosure.
In the event that we default on mortgages in the future, either as a result of ceasing to make debt service payments or failing to meet applicable covenants, the lenders may accelerate the related debt obligations and foreclose and/or take control of the properties that secure their loans. As of December 31, 2022, we had $1.7 billion of secured debt outstanding and 34 of our properties were encumbered by secured debt. As of December 31, 2022, we were in compliance with all debt covenants. Further, for tax purposes, the foreclosure of a mortgage may result in the recognition of taxable income related to the extinguished debt without us having received any accompanying cash proceeds. As a result, since we are structured as a REIT, we may be required to identify and utilize sources for distributions to our shareholders related to such taxable income in order to avoid incurring corporate tax or to meet the REIT distribution requirements imposed by the Code.

We may not be able to obtain capital to make investments.
We depend primarily on external financing to fund the growth of our business because one of the requirements of the Code for a REIT is that it distributes at least 90% of its taxable income, excluding net capital gains, to its shareholders. There is a separate requirement to distribute net capital gains or morepay a corporate level tax in lieu thereof. Our access to debt or equity financing depends on the willingness of their servicesthird parties to lend to or to make equity investments and on conditions in the capital markets generally. There can be no assurance that new financing or other capital will be available or available on acceptable terms. The failure to obtain financing or other capital could materially and adversely affect our business, results of operations and financial condition. For information about our available sources of funds, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” included in Part II, Item 7 in this Annual Report on Form 10-K and the Notes to Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K.


RISKS RELATED TO BUSINESS CONTINUITY
Risks related to our malls in Puerto Rico.
Our businesstwo malls in Puerto Rico make up approximately 7% of our net operating income (“NOI”) for the year ended December 31, 2022. Puerto Rico faces significant fiscal and operations would suffereconomic challenges, including those resulting from natural disasters such as hurricanes and earthquakes, the recent COVID-19 pandemic, and its government filing for bankruptcy protection in 2017. These factors have led to an emigration trend of Puerto Rico residents to the eventUnited States and elsewhere over the last several years. The combination of system failures.
Despite system redundancy,these circumstances could result in less disposable income for the implementationpurchase of security measuresgoods sold in our malls and the existenceinability of a disaster recovery plan for our information technology infrastructure, our systems are vulnerablemerchants to damages from any number of sources, including computer viruses, unauthorized access, energy blackouts, natural disasters, terrorism, warpay rent and telecommunication failures. In addition, in August 2017 we implemented a new information technology platform, including a new enterprise resources planning (“ERP”) system. We have placed reliance on third party managed services to perform a numberother charges. Any of these functions. We may experience system difficultiesevents could negatively impact our ability to lease space on terms and implementation issues asconditions we transition to our new platformseek and integrate the services provided by third parties. If we experience a system failure or accident that causes interruptions in our operations or if we are unable to effectively implement the ERP system, we could experience material and adverse disruptions to our business. We may also incur additional costs to remedy damages caused by such disruptions.

The occurrence of cyber incidents or a deficiency in our cybersecurity could cause a disruption to our operations, a compromise or corruption of our confidential information and/or damage to our business relationships.
A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity, or availability of our information resources. More specifically, a cyber incident is an intentional attack or an unintentional event that can include gaining unauthorized access to systems to disrupt operations, corrupt data, or steal confidential information. As our reliance on information technology has increased, so have the risks posed to our systems, both internal and those we have outsourced. The primary risks that could directly result from the occurrence of a cyber incident are operational interruption, damage to our relationship with our tenants and third-party vendors and private data exposure. We have implemented processes, procedures and controls to help mitigate these risks, however these efforts may not successfully prevent a cyber incident. We maintain coverage for cybersecurity insurance in the event a cyber incident occurs. A cyber incident or other significant disruption involving our information technology could significantly disrupt the proper functioning of our systems and, as a result, disrupt our operations, which could have a material adverse effect on our business and results of operations. As of December 31, 2022, we have individual, non-recourse mortgages on each of our Puerto Rico properties. We also have a limited corporate guarantee related to our mortgage on the Outlets at Montehiedra of $12.5 million that is reduced commensurate with the loan amortization schedule. As of December 31, 2022, our remaining exposure under the guarantee is $8.0 million, which will reduce to zero in approximately 3.8 years.
12


Natural disasters could have a concentrated impact on us.
We own properties near the Atlantic Coast and in Puerto Rico which are subject to natural disasters such as hurricanes, floods and storm surges. We also have two properties in California that could be impacted by earthquakes. As a result, we could become subject to business interruption, significant losses and repair costs, such as those we experienced from Hurricane Maria, which damaged and caused the temporary closure of our two properties in Puerto Rico. We maintain comprehensive, all-risk property and rental value insurance coverage on our properties, however losses resulting from a natural disaster may be subject to a deductible or not fully covered and such losses could adversely affect our cash flow, financial condition and results of operations.

We may incur significant costs to comply with environmental laws and environmental contamination may impair our ability to lease and/or sell real estate.
Our operations and properties are subject to various federal, state and local laws and regulations concerning the protection of the environment including air and water quality, hazardous or toxic substances and health and safety. Under some environmental laws, a current or previous owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances released at a property. The owner or operator may also be held liable to a governmental entity or to third parties for property damage or personal injuries and for investigation and clean-up costs incurred by those parties because of the contamination. These


laws often impose liability without regard to whether the owner or operator knew of the release of the substances or caused such release. The presence of contamination or the failure to remediate contamination may impair our ability to sell or lease real estate or to borrow using the real estate as collateral. Other laws and regulations govern indoor and outdoor air quality including those that can require the abatement or removal of asbestos-containing materials in the event of damage, demolition, renovation or remodeling and also govern emissions of and exposure to asbestos fibers in the air. The maintenance and removal of lead paint and certain electrical equipment containing polychlorinated biphenyls (PCBs) are also regulated by federal and state laws. We are also subject to risks associated with human exposure to chemical or biological contaminants such as molds, pollens, viruses and bacteria which, above certain levels, can be alleged to be connected to allergic or other health effects and symptoms in susceptible individuals. We could incur fines for environmental compliance and be held liable for the costs of remedial action with respect to the foregoing regulated substances or related claims arising out of environmental contamination or human exposure at or from our properties.
Most of our properties have been subjected to varying degrees of environmental assessment at various times. To date, these environmental assessments have not revealed any environmental condition material and adverse to our business. However, identification of new compliance concerns or undiscovered areas of contamination, changes in the extent or known scope of contamination, human exposure to contamination or changes in cleanup or compliance requirements could result in significant costs to us.
Generally, our tenants must comply with environmental laws and meet remediation requirements. Our leases typically impose obligations on our tenants to indemnify us from any compliance costs we may incur as a result of the environmental conditions on the property caused by the tenant. If a lease does not require compliance or if a tenant fails to or cannot comply, we could be forced to pay these costs. If not addressed, environmental conditions could impair our ability to sell or re-lease the affected properties in the future or result in lower sales prices or rent payments, which could adversely impact our cash flow, financial condition and results of operations.


Some of our potential losses may not be covered by insurance.
The Company maintains (i)We maintain numerous insurance policies including for general liability, insurance with limitsproperty, pollution, acts of $200 million for properties in the U.S.terrorism, trustees’ and Puerto Ricoofficers’, cyber security, workers’ compensation and (ii) all-risk property insurance with limits of $500 million per occurrence and in the aggregate for properties in the U.S. and $139 million for properties in Puerto Rico,automobile-related liabilities. However, all such policies are subject to the terms, conditions, exclusions, deductibles and sub-limits, when applicable for certain perils such as floods and earthquakes and (iii) numerousamong other limiting factors.For example, our terrorism insurance policies including trustees’ and officers’ insurance, workers’ compensation and automobile-related liabilities insurance. The Company’s insurance includes coverage for certified acts of terrorism acts butpolicy excludes coverage for nuclear, biological, chemical or radiological terrorism events as defined by the Terrorism Risk Insurance Program Reauthorization Act, which expires in December 2020. In addition,Act.
Certain of the Company maintains coverage for certain cybersecurity losses with limits of $5 million per occurrence and in the aggregate providing first and third party coverage including network interruption, event management, cyber extortion and claims for media content, security and privacy liability. Insuranceinsurance premiums are typically charged directly to each of the retail properties and warehouses but not all of the cost of such premiums are recovered. The Company isWe are responsible for deductibles, losses in excess of insurance coverage, and the portion of premiums not covered from retailreimbursable 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 coverage for acts of terrorism. However, weavailable coverage. We cannot anticipate what coverage will be available on commercially reasonable terms in the future and expect premiums across most property coverage lines to increase in light of recent events. The incurrence of uninsured losses, costs or uncovered premiums could materially and adversely affect our business, results of operations and financial condition. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” included in Part II, Item 7. in this Annual Report on Form 10-K and the Notes to Consolidated Financial Statements included in Part II, Item 8. in this Annual Report on Form 10-K.
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.

Future terroristTerrorist acts and shooting incidents could harm the demand for, and the value of, our properties.
Over the past several years, a number of highly publicized terrorist acts and shootings have occurred at domestic and international retail properties. In the event concerns regarding safety were to alter shopping habits or deter customers from visiting shopping centers, our tenants would be adversely affected as would the general demand for retail space. Additionally, if such incidents were to continue, insurance for such acts may become limited or subject to substantial cost increases. Such an incident at one of our properties, particularly one in which we generate a significant amount of revenue, could materially and adversely affect our business, results of operations and financial condition.





Our assetsbusiness and operations would suffer in the event of system failures.
Despite system redundancy, the implementation of security measures and the existence of a disaster recovery plan for our information technology (“IT”) infrastructure, our systems are vulnerable to damages from any number of sources, including computer viruses, unauthorized access, energy blackouts, natural disasters, terrorism, war and telecommunication failures. We have placed reliance on third-party managed services to perform a number of IT-related functions and we may be subjectexperience system difficulties related to impairment charges.our platform and integrating the services provided by third parties. If we experience a system failure or accident that causes interruptions in our operations, we could experience material and adverse disruptions to our business. We may also incur additional costs to remedy damages caused by such disruptions.

We face risks associated with security and cyber security breaches.
We face risks associated with security breaches, whether through cyber attacks or cyber intrusions over the internet, malware, computer viruses, attachments to emails, persons inside our organization or persons with access to systems, and other significant disruptions of our IT networks and related systems. Similarly, vendors from whom we receive outsourced IT-related services, including third-party platforms, face the same risks, which could in turn affect us. Our long-lived assets,internal and outsourced IT networks and related systems are essential to the operation of our business and our ability to perform day to day operations.
A breach or significant and extended disruption in the functioning of our systems, including real estate held for investment, are carried at net book value unless circumstances indicate thatour primary website, may damage our reputation and cause us to lose customers, tenants and revenues, generate third-party claims, result in the carrying valueunintended and/or unauthorized public disclosure or the misappropriation of the assetsproprietary, personal identifying and confidential information, and require us to incur significant expenses to address and remediate or otherwise resolve these kinds of issues, and we may not be recoverable. Our properties are reviewed for impairment if events
13


able to recover these expenses in whole or changes in circumstances indicate that the carrying amountany part from our service providers, responsible parties, or insurance carriers which could have a material adverse effect on our business and operations.

RISKS RELATED TO ENVIRONMENTAL LIABILITY AND REGULATORY COMPLIANCE
We may be adversely affected by laws, regulations or other issues related to climate change.
We may become subject to laws or regulations related to climate change, which could cause our business, results of operations and financial condition to be impacted adversely. The federal government has enacted, and some of the property may not be recoverable. When assets are identified as held for sale, we estimate the sales prices net of selling costs of such assets. If, in our opinion, the net sales prices of the assets which have been identified for sale are expected to be less than the net book value of the assets, an impairment charge is recordedstates and we write down the asset to fair value. An impairment charge may also be recorded for any asset if it is probable, in our estimation, that the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property are less than the carrying value of the property. Recording an impairment charge results in an immediate reduction in our income in the periodlocalities in which the charge is taken, whichwe operate may enact, certain climate change laws and regulations or have begun regulating carbon footprints and greenhouse gas emissions. Although these laws and regulations have not had any known material adverse effects on our business to date, they could materiallyresult in substantial costs, including compliance costs, increased energy costs, retrofit costs and adverselyconstruction costs, including monitoring and reporting costs, and capital expenditures for environmental control facilities and other new equipment. We have implemented strategies to support our continued effort to reduce energy and water consumption, greenhouse gas emissions, and waste production across our portfolio. We cannot predict how future laws and regulations, or future interpretations of current laws and regulations, related to climate change will affect our business, results of operations and financial condition. Additionally, the potential physical impacts of climate change on our operations are highly uncertain, and would be particular to the geographic circumstances in areas in which we operate. These may include changes to global weather patterns, which could include local changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperature averages or extremes. These impacts may adversely affect our properties, our business, financial condition and results of operations.


We may incur significant costs to comply with environmental laws and environmental contamination may impair our ability to lease and/or sell real estate.
Our operations and properties are subject to various federal, state and local laws and regulations concerning the protection of the environment including air and water quality, hazardous or toxic substances and health and safety. These laws often impose liability without regard to whether the owner knew of, or was responsible for, the presence of hazardous or toxic substances. The cost of any required remediation may exceed the value of the property and/or the aggregate assets of the owner or the responsible party. The presence of, or the failure to properly remediate, hazardous or toxic substances may adversely affect our ability to sell or lease a contaminated property or to use the property as collateral for a loan. We can provide no assurance that we are aware of all potential environmental liabilities; that any previous owner, occupant or tenant did not create any material environmental condition not known to us; that our properties will not be affected by tenants or nearby properties or other unrelated third parties; and that future uses or conditions, or changes in environmental laws and regulations will not result in additional material environmental liabilities to us.
Generally, our tenants must comply with environmental laws and meet remediation requirements. Our leases typically impose obligations on our tenants to indemnify us from any compliance costs we may incur as a result of the environmental conditions on the property caused by the tenant. If a lease does not require compliance or if a tenant fails to or cannot comply, we could be forced to pay these costs.
If not addressed, environmental conditions could impair our ability to sell or re-lease the affected properties in the future, or result in lower sales prices or rent payments, which could adversely impact our cash flow, financial condition and results of operations.

Increased scrutiny and changing expectations from investors, customers, employees, and others regarding our environmental, social and governance practices and reporting could cause us to incur additional costs, devote additional resources and expose us to additional risks, which could adversely impact our reputation, customer acquisition and retention, access to capital and employee retention.
Companies across all industries are facing increasing scrutiny related to their ESG practices and reporting. Investors, customers, employees, and other stakeholders have begun to focus increasingly on ESG practices and to place increasing importance on the implications and social cost of their investments, purchases, and other interactions with companies. With this increased focus and demand, public reporting regarding ESG practices is becoming more broadly expected. If our ESG practices and reporting do not meet investor, customer, or employee expectations, which continue to evolve, our reputation and tenant retention may be negatively impacted. Any disclosure we make may include our policies and practices on a variety of ESG matters, including corporate governance, environmental compliance, employee health and safety practices, human capital management, and workforce inclusion and diversity. It is possible that stakeholders may not be satisfied with our ESG reporting, our ESG practices or our speed of adoption. We could also incur additional costs and devote additional resources to monitor, report and implement various ESG practices. If we fail, or are perceived to be failing, to meet the standards included in any sustainability
14


disclosure or the expectations of our various stakeholders, it could negatively impact our reputation, tenant and employee retention, and access to capital.

Compliance or failure to comply with the Americans with Disabilities Act, safety regulations or other requirements could result in substantial costs.
The ADAAmericans with Disabilities Act (“ADA”) generally requires that public buildings, including our properties, meet certain federal requirements related to access and use by disabled persons. Noncompliance could result in the imposition of fines by the federal government or the award of damages to private litigants and/or legal fees to their counsel. We could be required under the ADA to make substantial alterations to, and capital expenditures at, one or more of our properties, including the removal of access barriers, which could materially and adversely affect our business, results of operations and financial condition.
Our properties are subject to various federal, state and local regulatory requirements such as state and local fire and life safety regulations. If we fail to comply with these requirements, we could incur fines or private damage awards. We do not know whether existing requirements will change or whether compliance with future requirements will require significant unanticipated expenditures. If we incur substantial costs to comply with the ADA and any other legislation, our cash flow, financial condition and results of operations could be adversely affected.


Changes in accounting principles, or interpretations thereof, could have a significant impact on our financial position and results of operations.
We prepare our condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These principles are subject to interpretation by the U.S. Securities and Exchange Commission and various bodies formed to interpret and create appropriate accounting principles.RISKS RELATED TO OUR STATUS AS A change in these principles can have a significant effect on our reported results and may even retroactively affect previously reported transactions. Additionally, the adoption of new or revised accounting principles may require that we make significant changes to our systems, processes and controls.
For example, in February 2016, the Financial Accounting Standards Board issued ASU 2016-02, Leases, which requires all operating leases with lease terms longer than twelve months be recorded as lease assets and lease liabilities on our consolidated balance sheets. Implementing this ASU, as well as other new accounting guidance may require us to make significant upgrades to and investments in our lease administration systems and other accounting systems, and could result in significant adverse changes to our financial statements. For additional information regarding this and other updated standards, see the section titled “Recently Issued Accounting Literature” in Note 3 to the audited consolidated and combined financial statements in Part II, Item 8 of this Annual Report on Form 10-K.

We face possible adverse changes in tax laws, which may result in an increase in our tax liability and adverse consequences to our shareholders.
Changes in U.S. federal, state and local tax laws or regulations, with or without retroactive application, could have a negative effect on us. New legislation, Treasury regulations, administrative interpretations or court decisions could significantly and negatively affect our ability to qualify to be taxed as a REIT and/or the U.S. federal income tax consequences to our investors and to the Company of such qualification. Even changes that do not impose greater taxes on us could potentially result in adverse consequences to our shareholders. For example, the decrease in corporate tax rates under the recently enacted Tax Cuts and Jobs Act (the “TCJA”) could decrease the attractiveness of the REIT structure relative to companies that are not organized as REITs.
In any event, the rules of Section 355 of the Code and the Treasury Regulations promulgated thereunder, which apply to determine the taxability of the separation and the combination, have been the subject of change and may continue to be the subject of change, possibly with retroactive application, which could have a negative effect on us and our shareholders. If such changes occur, we may be required to pay additional taxes on our assets or income. These increased tax costs could materially and adversely affect our business, results of operations and financial condition, and the amount of cash available for payment of dividends.



Prospective investors are urged to consult with their tax advisors regarding the effects of recently enacted tax legislation and other legislative, regulatory and administrative developments.
The TCJA makes major changes to the Code, including a number of provisions of the Code that affect the taxation of REITs and their stockholders. Among the changes made by the TCJA are permanently reducing the generally applicable corporate tax rate, generally reducing the tax rate applicable to individuals and other non-corporate taxpayers for tax years beginning after December 31, 2017 and before January 1, 2026, eliminating or modifying certain previously allowed deductions (including substantially limiting interest deductibility and, for individuals, the deduction for non-business state and local taxes), and, for taxable years beginning after December 31, 2017 and before January 1, 2026, providing for preferential rates of taxation through a deduction of up to 20% (subject to certain limitations) on most ordinary REIT dividends and certain trade or business income of non-corporate taxpayers. The TCJA also imposes new limitations on the deduction of net operating losses, which may result in us having to make additional taxable distributions to our stockholders in order to comply with REIT distribution requirements or avoid taxes on retained income and gains. The effect of the significant changes made by the TCJA is highly uncertain, and administrative guidance will be required in order to fully evaluate the effect of many provisions. The effect of any technical corrections with respect to the TCJA could have an adverse effect on us or our stockholders. Investors should consult their tax advisors regarding the implications of the TCJA on their investment in us.

Our existing tax protection agreements, and any tax protection agreements that we enter into in the future, could limit our flexibility with respect to selling or otherwise disposing of properties contributed to UELP.
In connection with certain contributions of properties to UELP, we and UELP have entered into tax protection agreements with the contributors of such properties that generally provide that if we dispose of any interest in the contributed properties in a taxable transaction within a certain time period, subject to certain exceptions, we may be required to indemnify the contributors for their tax liabilities attributable to the built-in gain that existed with respect to such property interests, and certain tax liabilities incurred as a result of such tax protection payments.  Therefore, although it may be in our stockholders’ best interests that we sell a contributed property, it may be economically prohibitive for us to do so because of these obligations. In the future, we and UELP may enter into additional tax protection agreements which could further limit our flexibility to sell or otherwise dispose of our properties.

Our capital recycling strategy entails various risks.
We intend to selectively explore opportunities to dispose of non-core properties and reinvest the sale proceeds in other parts of our business, including in the acquisition of higher quality properties in our target markets and the development and redevelopment of our properties, or to use the proceeds to pay down debt. While we hope to minimize the dilutive effect of these dispositions through acquisitions, earnings from acquired properties may be less than the earnings from the disposed assets. Also, in the event we are unable to sell these assets for amounts equal to or in excess of their current carrying values, we would be required to recognize impairment charges. Any such impairment charges or earnings dilution could materially and adversely affect our business, financial condition and results of operations. In addition, the disposition of our assets may generate gains for tax purposes if not deferred through a Section 1031 exchange, creating the obligation to make additional distributions to our shareholders.

We face significant competition for acquisitions of real properties, which may reduce the number of acquisition opportunities available to us and increase the costs of these acquisitions.
The current market for acquisitions of properties in our core markets continues to be competitive. This competition may increase the demand for the types of properties in which we typically invest and, therefore, increase the prices paid for such acquisition properties. We also face significant competition for attractive acquisition opportunities from an indeterminate number of investors, including publicly-traded and privately-held REITs, private equity investors and institutional investment funds, some of which have greater financial resources, greater ability to borrow funds and the willingness to accept more risk than we can prudently manage, including risks with respect to the geographic proximity of investments and the payment of higher acquisition prices. This competition will increase if investments in real estate become more attractive relative to other forms of investment. Competition for investments may reduce the number of suitable investment opportunities available to us and may have the effect of increasing prices paid for such acquisition properties and, as a result, adversely affecting our ability to grow through acquisitions.

Covenants in our existing financing agreements may restrict our operating, financing, redevelopment, development, acquisition and other activities.
The mortgages on our properties contain customary covenants such as those that limit our ability, without the prior consent of the lender, to further mortgage the applicable property or to reduce insurance coverage. Our existing revolving credit facility contains, and any debt that we may obtain in the future may contain, customary restrictions, requirements and other limitations on our ability to incur indebtedness, including covenants (i) that limit our ability to incur debt based upon (1) our ratio of total debt to total assets, (2) our ratio of secured debt to total assets, (3) our ratio of earnings before interest, tax, depreciation and amortization (EBITDA) to interest expense and (4) our ratio of EBITDA to fixed charges, and (ii) that require us to maintain a certain level of unencumbered


assets to unsecured debt. Our ability to borrow is subject to compliance with these and other covenants. Failure to comply with our covenants could cause a default under the applicable debt instrument and we may then be required to repay such debt with capital from other sources or to give possession of a secured property to the lender. Under those circumstances, other sources of capital may not be available to us, or may be available only on unattractive terms.

We face risks related to our outstanding debt. The amount of debt and its cost may increase and refinancing or additional financing may not be available at all or on acceptable terms.
If we are unable to obtain debt financing or refinance existing indebtedness upon maturity, our financial condition and results of operations would likely be adversely affected. During the twelve months ending December 31, 2018, approximately $11.5 million of our outstanding indebtedness will mature, which pertains to the mortgage loan secured by our property in Englewood, NJ. During 2017, our property in Englewood, NJ was transferred to a receiver. Subsequent to December 31, 2017, the property was sold at a foreclosure sale. Upon issuance of the court’s order approving the sale and discharging the receiver, all assets and liabilities related to the property will be removed. We have no other debt scheduled to mature until 2021. In addition, the cost of our existing debt may increase, especially in the case of a rising interest rate environment, and we may not be able to refinance our existing debt in sufficient amounts or on acceptable terms. If the cost or amount of our indebtedness increases or we cannot refinance our debt in sufficient amounts or on acceptable terms, we are at risk of default on our obligations.

One of our current tax protection agreements requires, and any tax protection agreements we enter into in the future may require, UELP to maintain for specified periods of time secured debt on certain of our assets and/or allocate partnership debt to such limited partners to enable them to continue to defer recognition of their taxable gain with respect to the contributed properties. If the failure of UELP to maintain such levels of debt causes any such contributor to recognize gain, we may be required to deliver to such contributor a cash payment intended to approximate the contributor’s tax liability resulting from such failure and certain tax liabilities incurred as a result of such tax protection payment. This tax protection agreement may restrict UELP’s ability to repay or refinance debt or require UELP to maintain more or different debt than UELP would otherwise require for our business.

Rising interest rates could adversely affect our cash flows.
Of our $1.6 billion of debt outstanding as of December 31, 2017, $169.5 million bears interest at variable rates. We have a $600 million revolving credit facility, on which no balance is outstanding at December 31, 2017, that bears interest at London Interbank Offered Rate (“LIBOR”) plus an applicable margin of 1.10% to 1.55% and an annual facility fee of 15 to 35 basis points, dependent on our current leverage ratio. We may continue borrow additional funds at variable interest rates in the future. Increases in interest rates would increase the interest expense on our variable rate debt and reduce our cash flow, which could adversely affect our ability to service our debt and meet our other obligations and also could reduce the amount we are able to distribute to our shareholders.

Defaults on secured indebtedness may result in foreclosure.
In the event that we default on mortgages in the future, either as a result of ceasing to make debt service payments or failing to meet applicable covenants, the lenders may accelerate the related debt obligations and foreclose and/or take control of the properties that secure their loans. As of December 31, 2017, we had $1.6 billion of secured debt outstanding and 32 of our properties were encumbered by secured debt. Further, for tax purposes, the foreclosure of a mortgage may result in the recognition of taxable income related to the extinguished debt without us having received any accompanying cash proceeds. As a result, since we are structured as a REIT, we may be required to identify and utilize sources for distributions to our shareholders related to such taxable income in order to avoid incurring corporate tax or to meet the REIT distribution requirements imposed by the Code.

We may not be able to obtain capital to make investments.
We depend primarily on external financing to fund the growth of our business because one of the requirements of the Code for a REIT is that it distributes at least 90% of its taxable income, excluding net capital gains, to its shareholders. There is a separate requirement to distribute net capital gains or pay a corporate level tax in lieu thereof. Our access to debt or equity financing depends on the willingness of third parties to lend to or to make equity investments and on conditions in the capital markets generally. There can be no assurance that new financing or other capital will be available or available on acceptable terms. The failure to obtain financing or other capital could materially and adversely affect our business, results of operations and financial condition. For information about our available sources of funds, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” and the notes to the audited consolidated and combined financial statements included in Part II, Item 8. in this Annual Report on Form 10-K.





We may fail to qualify or remain qualified as a REIT and may be required to pay income taxes at corporate rates.
Although we believe that we will remain organized and will continue to operate so as to qualify as a REIT for federal income tax purposes, we may fail to remain so qualified. Qualifications are governed by highly technical and complex provisions of the Code for which there are only limited judicial or administrative interpretations and that depend on various facts and circumstances that are not entirely within our control. In addition, legislation, new regulations, administrative interpretations or court decisions may significantly change the relevant tax laws and/or the federal income tax consequences of qualifying as a REIT. If, with respect to any taxable year, we fail to maintain our qualification as a REIT and do not qualify for relief under statutory relief provisions, we could not deduct distributions to shareholders in computing our taxable income and would have to pay federal income tax on our taxable income at regular corporate rates. The federal income tax payable would include any applicable alternative minimum tax (which, for corporations, was repealed for tax years beginning after December 31, 2017 under the TCJA). If we had to pay federal income tax, the amount of money available to distribute to shareholders and pay our indebtedness would be reduced for the year or years involved, and we would no longer be required to make distributions to shareholders. In addition, we would also be disqualified as a REIT for the four taxable years following the year during which qualification was lost unless we were entitled to relief under the relevant statutory provisions.
We are also required to pay certain corporate-level taxes on our assets located in Puerto Rico and such taxes may increase if recently proposed taxes are implemented.


REIT distribution requirements could adversely affect our liquidity and our ability to execute our business plan.
To qualify to be taxed as a REIT, and assuming that certain other requirements are also satisfied, we generally must distribute at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains, to our shareholders each year so thatyear. U.S. federal corporate income tax does not apply to earnings that we distribute. To the extent that we satisfy this distribution requirement and qualify for taxation as a REIT, but distribute less than 100% of our REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gains, we will be subject to U.S. federal corporate income tax on our undistributed net taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we distribute to our shareholders in a calendar year is less than a minimum amount specified under U.S. federal income tax laws. We intend to distribute 100% of our REIT taxable income to our shareholders.
From time to time, we may generate taxable income greater than our cash flow as a result of differences in timing between the recognition of taxable income and the actual receipt of cash or the effect of nondeductible capital expenditures, the effect of limitations on interest and net operating loss deductibility, under the TCJA, the creation of reserves, or required debt or amortization payments. If we do not have other funds available in these situations, we could be required to borrow funds on unfavorable terms, sell assets at disadvantageous prices, distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt, or make taxable distributions of our shares or debt securities to make distributions sufficient to enable us to pay out enough of our taxable income to satisfy the REIT distribution requirement and avoid corporate income tax and the 4% excise tax in a particular year. These alternatives could increase our costs or reduce our equity. Further, amounts distributed will not be available to fund investment activities. Thus, compliance with the REIT requirements may hinder our ability to grow, which could adversely affect the value of our shares. Any restrictions on our ability to incur additional indebtedness or make certain distributions could preclude us from meeting the 90% distribution requirement. Decreases in funds from operations due to unfinanced expenditures for acquisitions of properties or increases in the number of shares outstanding without commensurate increases in funds from operations would adversely affect our ability to maintain distributions to our
15


shareholders. Consequently, there can be no assurance that we will be able to make distributions at the anticipated distribution rate or any other rate.


If a transaction intendedRisks related to qualify as a Section 1031 Exchange is later determined to be taxable, we may face adverse consequences, and if the laws applicable to such transactions are amended or repealed, we may not be able to dispose of properties on a tax deferred basis.Exchanges.
From time to time we may dispose of properties in transactions that are intended to qualify as “like kind exchanges” under Section 1031 of the Code (“Section 1031 Exchanges”). It is possible that the qualification of a transaction as a Section 1031 Exchange could be successfully challenged and determined to be currently taxable. In such case, our taxable income and earnings and profits would increase. In some circumstances, we may be required to pay additional dividends or, in lieu of that, corporate income tax, possibly including interest and penalties. As a result, we may be required to borrow funds in order to pay additional dividends or taxes, and the payment of such taxes could cause us to have less cash available to distribute to our shareholders. In addition, if a Section 1031 Exchange were later to be determined to be taxable, we may be required to amend our tax returns for the applicable year in question, including any information reports we sent our shareholders. We could also be subject to significant indemnity obligations if the applicable property was subject to a tax protection agreement. Moreover, it is possible that legislation could be enacted that could modify or repeal the laws with respect to Section 1031 Exchanges, which could make it more difficult or not possible for us to dispose of properties on a tax deferred basis.





We are subjectface possible adverse changes in tax law.
Changes in U.S. federal, state and local tax laws or regulations, with or without retroactive application, could have a negative effect on us. New legislation, Treasury regulations, administrative interpretations or court decisions could significantly and negatively affect our ability to litigation that may negatively impact our cash flow, financial condition and results of operations.
We are a defendant from timequalify to time in lawsuits and regulatory proceedings relating to our business. Due to the inherent uncertainties of litigation and regulatory proceedings, we may not be able to accurately predict the ultimate outcome of any such litigation or proceedings. A significant unfavorable outcome could negatively impact our cash flow, financial condition and results of operations.

If the distribution by each of Vornado and VRLP together with certain related transactions does not qualifytaxed as a transaction that is generally tax-free forREIT and/or the U.S. federal income tax purposes, Vornadoconsequences to our investors andVornadoshareholders could be subject to significant tax liabilities.
Vornado received a private letter ruling from the IRS to the effect that the distribution of UE common shares by each of Vornado and its operating partnership, Vornado Realty L.P. (“VRLP”), together with certain related transactions, will, with respect to UE, VRLP, Vornado and the shareholders of Vornado, qualify as transactions that are generally tax-free for U.S. federal income tax purposes under Sections 351 and 355 of the Code. Vornado obtained an opinion from of Roberts & Holland LLP, special tax counsel to Vornado, satisfactory to the Vornado Board of Trustees, to the effect that the distribution of UE common shares by each of Vornado and VRLP, together with certain related transactions, with respect to UE, VRLP, Vornado and the shareholders of Vornado, qualifies as transactions that are generally tax-free for U.S. federal income tax purposes under Sections 351, 355, and 731 of the Code, including with respect to certain matters relating to these transactions that are not covered by the private letter ruling from the IRS. The private letter ruling is, and the opinion of Roberts & Holland LLP is based on, among other things, certain facts and assumptions, as well as certain representations, statements and undertakings of Vornado and UE (including those relating to the past and future conduct of Vornado and UE). If any of these representations, statements or undertakings are, or become, inaccurate or incomplete, or if Vornado or UE breach any of their respective covenants in the separation documents, the private letter ruling from the IRS and the opinion of Roberts & Holland LLP may be invalid and the conclusions reached therein could be jeopardized. In such case, the IRS could assert that the distribution of UE common shares by each of Vornado and VRLP, together with certain related transactions, should be treated as a taxable transaction. The opinion of Roberts & Holland LLP is not binding on the IRS or any courts.
If the distribution, together with certain related transactions, fails to qualify for tax-free treatment, in general, Vornado would recognize taxable gain as if it had sold the UE common shares in a taxable sale for its fair market value and Vornado shareholders who received UE common shares in the distribution could be subject to tax as if they had received a taxable distribution equal to the fair market valueus of such shares.

The terms of our agreements with Vornado relating to the separation and distribution mayqualification. Even changes that do not impose greater taxes on us could potentially result in indemnification or tax liabilities which could have a material adverse effect on our financial condition. Because these and other terms of our agreements with Vornado were not negotiated at arm’s length, we may have been able to achieve more favorable terms from unaffiliated third parties.
In connection with the separation and distribution, we entered into certain agreements with Vornado, including a separation agreement between UE and Vornado (the “Separation Agreement”) and a tax matters agreement between UE and Vornado (the “Tax Matters Agreement”). These agreements govern certain aspects of our relationship with Vornado. For example, the Tax Matters Agreement governs Vornado’s and UE’s respective rights, responsibilities and obligations with respect to taxes and liabilities, including taxes arising in the ordinary course of business, taxes, if any, incurred as a result of any failure of the spin and certain related transactions to qualify as tax-free for U.S. federal income tax purposes, tax attributes, tax returns, tax elections, tax contests and certain other tax matters. Pursuant to the agreement, UE may be required to indemnify Vornado against additional taxes resulting from any violation of a covenant or any inaccuracy or falsity of a representation made by UE under the agreement. The Separation Agreement also contains indemnification provisions which may make us financially responsible for substantially all liabilities that may exist relatingconsequences to our business activities, whether incurred prior to or after the separation and distribution, as well as those obligations of Vornado that we assumed pursuant to the Separation Agreement. These indemnity obligations could be substantial.shareholders.
The terms of our Agreements, including those relating to tax and indemnification, were determined while we were still a wholly-owned subsidiary of Vornado. They were determined by persons who were, at the time, employees, officers or trustees of Vornado or its subsidiaries and, accordingly, had a conflict of interest. For example, during the period in which the terms of those agreements were prepared, we did not have a board of trustees that was independent of Vornado. As a result, the terms of those agreements may not reflect terms that would have resulted from arm’s-length negotiations between unaffiliated third parties. Arm’s-length negotiations between Vornado and an unaffiliated third party in another form of transaction, such as a buyer in a sale of a business transaction, may have resulted in more favorable terms to the unaffiliated third party. See “Certain Relationships and Related Person Transactions.”




In connection with our separation from Vornado, Vornado will indemnify us for certain pre-distribution liabilities and liabilities related to Vornado assets. However, there can be no assurance that these indemnities will be sufficient to protect us against the full amount of such liabilities, or that Vornado’s ability to satisfy its indemnification obligation will not be impaired in the future.
Pursuant to the Separation Agreement, Vornado has agreed to indemnify us for certain liabilities. However, third parties could seek to hold us responsible for any of the liabilities that Vornado agreed to retain and to indemnify us from and there can be no assurance that Vornado will be able to fully satisfy its indemnification obligations. Moreover, even if we ultimately succeed in recovering from Vornado any amounts for which we are held liable, such indemnification may be insufficient to fully offset the financial impact of such liabilities and we may be temporarily required to bear these losses while seeking recovery from Vornado.


RISKS RELATED TO OUR ORGANIZATION AND STRUCTURE
Our Declaration of Trust sets limits on the ownership of our shares.
Generally, for us to maintain a qualification as a REIT under the Code, not more than fifty percent (50%) in value of our outstanding shares of beneficial interest may be owned, directly or indirectly, by five or fewer individuals at any time during the last half of our taxable year. The Code defines “individuals” for purposes of the requirement described in the preceding sentence to include some types of entities. Under our Declaration of Trust, no person or entity (or group thereof) may own more than 9.8% (in value or number of shares, whichever is more restrictive) of our outstanding shares of any class or series, with some exceptions for persons or entities approved by the Board of Trustees. A transfer of our shares of beneficial interest to a person who, as a result of the transfer, violates the ownership limit will be void under certain circumstances, and, in any event, would deny that person any of the economic benefits of owning shares in excess of the ownership limit. These restrictions on transferability and ownership may delay, deter or prevent a change in control of us or other transaction that might involve a premium price or otherwise be in the best interest of the shareholders.

Our Declaration of Trust limits the removal of members of the Board of Trustees.
Our Declaration of Trust provides that, subject to the rights of holders of one or more classes or series of preferred shares to elect or remove one or more trustees, a trustee may be removed only for cause and only by the affirmative vote of two-thirds of the votes entitled to be cast in the election of trustees. This provision, when coupled with the exclusive power of the Board of Trustees to fill vacancies on the Board of Trustees, precludes shareholders from removing incumbent trustees except for cause and upon a substantial affirmative vote and filling the vacancies created by the removal with their own nominees. These limitations may delay, deter or prevent a change in control of us or other transactions that might involve a premium price or otherwise be in the best interest of our shareholders.

Maryland law contains provisions that may reduce the likelihood of certain takeover transactions.
Certain provisions of Maryland law, may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change in control under circumstances that otherwise could provide the holders of our shares, including:
“Business combination” provisions that, subject to certain exceptions, prohibit certain business combinations between us and an “interested shareholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof or an affiliate or associate of ours who was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding voting shares at any time within the two-year period immediately prior to the date in question) for five years after the most recent date on which the shareholder becomes an interested shareholder, and thereafter impose fair price or super majority shareholder voting requirements on these combinations; and
16


“Control share” provisions that provide the holders of “control shares” of a company (defined as shares that, when aggregated with other shares controlled by the shareholder, entitle the shareholder to exercise voting power in the election of trustees within one of three increasing ranges) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of the voting power of issued and outstanding “control shares,” subject to certain exceptions) have no voting rights with respect to their control shares, except to the extent approved by our shareholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
As permitted by Maryland law, our Bylaws provide that we will not be subject to the control share provisions of Maryland law. However, we cannot assure you that the Board of Trustees will not revise our Bylaws in order to be subject to such control share provisions in the future. With respect to the business combination provisions of the Maryland General Corporation Law (“MGCL”), our Board of Trustees adopted a resolution providing that we may not elect to be subject to such provisions and that this prohibition may not be repealed without prior shareholder approval. Our Bylaws include a provision that formalizes this resolution. As a result, any person may be able to enter into business combinations with us, which may not be in the best interest of shareholders, within five years of becoming an interested shareholder and without compliance by us with the super-majority vote requirements and other provisions of the MGCL.
Certain provisions of Maryland law permit the board of trustees of a Maryland real estate investment trust with at least three independent trustees and a class of shares registered under the Exchange Act, without shareholder approval and regardless of what is currently provided in its declaration of trust or bylaws, to implement certain corporate governance provisions, some of which (for example, implementing a classified board) are not currently applicable to us. These provisions may have the effect of limiting or precluding a third party from making an unsolicited acquisition proposal for us or of delaying, deferring or preventing a change in control under circumstances that otherwise could provide the holders of shares of our shares with the opportunity to realize a premium over the then current market price.
We may also choose to adopt other takeover defenses in the future. Any such actions could deter a transactions that may otherwise be in the interest of our shareholders.

We may issue additional shares in a manner that could adversely affect the likelihood of certain takeover transactions.
Our Declaration of Trust and Bylaws authorize the Board of Trustees in its sole discretion and without shareholder approval, to:
cause us to issue additional authorized, but unissued, common or preferred shares;
classify or reclassify, in one or more classes or series, any unissued common or preferred shares;
set the preferences, rights and other terms of any classified or reclassified shares that we issue; and
increase the number of shares of beneficial interest that we may issue.
The Board of Trustees can establish a class or series of common or preferred shares whose terms could delay, deter or prevent a change in control of us or other transaction that might involve a premium price or otherwise be in the best interest of our shareholders. Our Declaration of Trust and Bylaws contain other provisions that may delay, deter or prevent a change in control of us or other transaction that might involve a premium price or otherwise be in our best interest or the best interest of our shareholders.

RISKS RELATED TO AN INVESTMENT IN OUR COMMON SHARES

The market prices and trading volume of our equity securities may be volatile.
The market prices of our equity securities depend on various factors which may be unrelated to our operating performance or prospects. We cannot assure you that the market prices of our equity securities, including our common shares, will not fluctuate or decline significantly in the future.
A number of factors could negatively affect, or result in fluctuations in, the prices or trading volume of equity securities, including:
actual or anticipated changes in our operating results and changes in expectations of future financial performance;
our operating performance and the performance of other similar companies;
changes in the real estate industry, and in the retail industry, including growth in e-commerce, catalog companies and direct consumer sales;
our strategic decisions, such as acquisitions, dispositions, spin-offs, joint ventures, strategic investments or changes in business strategy;
17


equity issuances or buybacks by us or the perception that such issuances or buybacks may occur or adverse reaction market reaction to any indebtedness we incur;
increaseschanges in marketthe interest rates rate environment and/or the impact of rising inflation;
decreases in our distributions to shareholders;
changes in real estate valuations or market valuations of similar companies;
additions or departures of key management personnel;
publication of research reports about us or our industry by securities analysts, or negative speculation in the press or investment community;
the passage of legislation or other regulatory developments that adversely affect us, our tax status, or our industry;
changes in accounting principles;
our failure to satisfy the listing requirements of the NYSE;
our failure to comply with the requirements of the Sarbanes‑Oxley Act;
our failure to qualify as a REIT; and
general market conditions, including factors unrelated to our performance.
In the past, securities class action litigation has often been instituted against companies following periods of volatility in the price of their common stock. This type of litigation could result in substantial costs and divert our management’s attention and resources, which could have a material adverse effect on our cash flow, financial condition and results of operations.


We cannot guarantee the timing, amount, or payment of dividends on our common shares.
Although we expect to pay regular cash dividends, the timing, declaration, amount and payment of dividends to shareholders falls within the discretion of the Board of Trustees. The Board of Trustees’ decisions regarding the payment of dividends dependsdepend on factors such as our financial condition, earnings, capital requirements, debt service obligations, limitations under our financing arrangements, industry practice, legal requirements, regulatory constraints, and other considerations that it deems relevant. Our ability to pay dividends depends on our ongoing ability to generate cash from operations and access to the capital markets. Wemarkets, and therefore, we cannot guarantee that we will pay dividends in the future.




Your percentage of ownership in theour Company may be diluted in the future.
In the future, your ownership in us may be diluted because of equity issuances for acquisitions, capital market transactions or otherwise. For example, in August 2016, we entered into distribution agreements with various financial institutions as part of our implementation of a continuous equity offering program (the "ATM Program") under which we may sell up to $250 million in common shares, par value of $0.01 per share, from time to time in “at-the-market” offerings or certain other transactions, and in 2017 we issued 13.95 million common shares in two separate offerings. In addition, we have and anticipate that we will continue to grant compensatory equity awards to our trustees, officers or employees, advisers and consultants who will provide services to us.or otherwise. The issuance of additional common shares including sales under the ATM Program and awards to our executives, would dilute the interests of our current shareholders, and could depress the market price of our common shares, impair our ability to raise capital through the sale of additional equity securities, or impact our ability to pay dividends. We cannot predict the effect that future sales of our common shares or other equity-related securities including the issuance of Operating Partnership units would have on the market price of our common shares.
In addition, the Company’sour Declaration of Trust authorizes us to issue, without the approval of our shareholders, one or more classes or series of preferred shares having such designation, voting powers, preferences, rights and other terms, including preferences over our common shares respecting dividends and other distributions, as the Board of Trustees generally may determine. The terms of one or more classes or series of preferred shares could dilute the voting power or reduce the value of our common shares. For example, we could grant the holders of preferred shares the right to elect some number of our trustees in all events or on the occurrence of specified events, or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we could assign to holders of preferred shares could affect the residual value of the common shares.


IncreasesInflation and related volatility in market interest rates may result in a decrease inthe economy could negatively impact the value of our publicly-traded equity securities.
Volatility in the financial markets like we are currently experiencing could affect our ability to access the capital markets at a time when we desire, or impact the cost at which we are able to do so, which could slow or deter our future growth. To the extent our exposure to increases in interest rates on any of our debt is not eliminated through interest rate swaps and interest rate protection agreements, such increases will result in higher debt service costs, which will adversely affect our cash flows. Our exposure to increases in interest rates in the short term includes our variable-rate borrowings and our floating rate mortgages. See “Risks Related to Our Liquidity and Indebtedness – Risks related to our outstanding debt”. Increases in interest rates could increase our financing costs over time, either through near-term borrowings on our existing variable-rate borrowings or
18


refinancing of our existing borrowings that may incur higher interest expenses related to the issuance of new debt. There is no guarantee we will be able to mitigate the impact of rising inflation.
One of the factors that may influence the prices of our publicly-traded equity securities is the interest rate on our debt and the dividend yield on our common and preferred shares relative to market interest rates. IfAs market interest rates which are currently at low levels relativerise, unless we eliminate our exposure to historical rates, rise,such increases, our borrowing costs couldmay rise and result in less funds being available for distribution. Therefore, we may not be able to, or we may choose not to, provide a higher distribution rate on our common stock.shares. In addition, fluctuations in interest rates could adversely affect the market value of our properties. These factors could result in a decline in the market prices of our publicly-traded equity securities.


RISKS RELATED TO OUR ORGANIZATION AND STRUCTURE

The Company’s Declaration of Trust sets limits on the ownership of our shares.
Generally, for us to maintain a qualification as a REIT under the Code, not more than fifty percent (50%) in value of the outstanding shares of beneficial interest of the Company may be owned, directly or indirectly, by five or fewer individuals at any time during the last half of the Company’s taxable year. The Code defines “individuals” for purposes of the requirement described in the preceding sentence to include some types of entities. Under the Company’s Declaration of Trust, no person or entity (or group thereof) may own more than 9.8% (in value or number of shares, whichever is more restrictive) of our outstanding shares of any class or series, with some exceptions for persons or entities approved by the Board of Trustees. A transfer of shares of beneficial interest of the Company to a person who, as a result of the transfer, violates the ownership limit will be void under certain circumstances, and, in any event, would deny that person any of the economic benefits of owning shares in excess of the ownership limit. These restrictions on transferability and ownership may delay, deter or prevent a change in control of the Company or other transaction that might involve a premium price or otherwise be in the best interest of the shareholders.

The Company’s Declaration of Trust limits the removal of members of the Board of Trustees.
The Company’s Declaration of Trust provides that, subject to the rights of holders of one or more classes or series of preferred shares to elect or remove one or more trustees, a trustee may be removed only for cause and only by the affirmative vote of two-thirds of the votes entitled to be cast in the election of trustees. This provision, when coupled with the exclusive power of the Board of Trustees to fill vacancies on the Board of Trustees, precludes shareholders from removing incumbent trustees except for cause and upon a substantial affirmative vote and filling the vacancies created by the removal with their own nominees. These limitations may delay, deter or prevent a change in control of the Company or other transactions that might involve a premium price or otherwise be in the best interest of our shareholders.

Maryland law contains provisions that may reduce the likelihood of certain takeover transactions.
Certain provisions of Maryland law, may have the effect of inhibiting a third-party from making a proposal to acquire us or of impeding a change in control under circumstances that otherwise could provide the holders of our shares, including:


“Business combination” provisions that, subject to certain exceptions, prohibit certain business combinations between us and an “interested shareholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof or an affiliate or associate of ours who was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding voting shares at any time within the two-year period immediately prior to the date in question) for five years after the most recent date on which the shareholder becomes an interested shareholder, and thereafter impose fair price or super majority shareholder voting requirements on these combinations; and
“Control share” provisions that provide that holders of “control shares” of the Company (defined as shares that, when aggregated with other shares controlled by the shareholder, entitle the shareholder to exercise voting power in the election of trustees within one of three increasing ranges) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of the voting power of issued and outstanding “control shares,” subject to certain exceptions) have no voting rights with respect to their control shares, except to the extent approved by our shareholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
As permitted by Maryland law, the Company’s Bylaws provide that we will not be subject to the control share provisions of Maryland law. However, we cannot assure you that the Board of Trustees will not revise the Company’s Bylaws in order to be subject to such control share provisions in the future.
Certain provisions of Maryland law permit the board of trustees of a Maryland real estate investment trust with at least three independent trustees and a class of shares registered under the Exchange Act, without shareholder approval and regardless of what is currently provided in its declaration of trust or bylaws, to implement certain corporate governance provisions, some of which (for example, implementing a classified board) are not currently applicable to us. These provisions may have the effect of limiting or precluding a third party from making an unsolicited acquisition proposal for the Company or of delaying, deferring or preventing a change in control under circumstances that otherwise could provide the holders of shares of our shares with the opportunity to realize a premium over the then current market price.

We may issue additional shares in a manner that could adversely affect the likelihood of certain takeover transactions.
The Company’s Declaration of Trust and Bylaws authorize the Board of Trustees in its sole discretion and without shareholder approval, to:
cause the Company to issue additional authorized, but unissued, common or preferred shares;
classify or reclassify, in one or more classes or series, any unissued common or preferred shares;
set the preferences, rights and other terms of any classified or reclassified shares that the Company issues; and
increase the number of shares of beneficial interest that the Company may issue.
The Board of Trustees can establish a class or series of common or preferred shares whose terms could delay, deter or prevent a change in control of the Company or other transaction that might involve a premium price or otherwise be in the best interest of the Company’s shareholders. The Company’s Declaration of Trust and Bylaws contain other provisions that may delay, deter or prevent a change in control of the Company or other transaction that might involve a premium price or otherwise be in the best interest of our shareholders and the Company.

We may change our policies without obtaining the approval of our shareholders.
Our operating and financial policies, including our policies with respect to acquisitions of real estate or other companies, growth, operations, indebtedness, capitalization and dividends, are exclusively determined by the Board of Trustees. Accordingly, our shareholders do not control these policies.

ITEM 1B.
ITEM 1B.    UNRESOLVED STAFF COMMENTS

There are no unresolved comments from the staff of the Securities and Exchange CommissionSEC as of the date of this Annual Report on Form 10-K.



ITEM 2. PROPERTIES

As of December 31, 2017,2022, our portfolio iswas comprised of 8569 shopping centers, five malls and two industrial parks totaling approximately 17.2 million sf. We own our four malls, two industrial parks and a warehouse park totaling approximately 16.7 million square feet. We own 6654 shopping centers 100% in fee simple andsimple. We own a 95% interest in Walnut Creek (Mt. Diablo). We, an 82.5% interest in Sunrise Mall in Massapequa, NY and lease 18 properties14 of our shopping centers under ground and/or building leases as indicated in the table below. Where a property is subject to a ground and/or building lease to a third party, we have included the year of contractual maturity of the lease next to the name of the property.leases. As of December 31, 2017,2022, we had $1.6$1.7 billion of outstanding mortgage indebtedness which is secured by our properties. The following pages provide details of our properties as of December 31, 2017.2022.
Property
Total Square Feet (1)
Percent Leased(1)
Weighted Average Annual Rent per sq ft (2)
Major Tenants
RETAIL PORTFOLIO:
California:
Walnut Creek (Olympic)31,000 100.0%$80.50Anthropologie
Walnut Creek (Mt. Diablo)(4)
7,000 43.8%72.00Sweetgreen
Connecticut:
Newington189,000 90.0%9.55Walmart, Staples
Maryland:
Towson (Goucher Commons)155,000 90.0%23.82Sprouts, HomeGoods, Five Below, Ulta, Kirkland's, DSW, Golf Galaxy (lease not commenced)
Rockville94,000 98.0%27.07Regal Entertainment Group
Wheaton (leased through 2060)(3)
66,000 100.0%18.35Best Buy
Woodmore Towne Centre(6)
712,000 97.0%17.72Costco, Wegmans, At Home, Best Buy, LA Fitness, Nordstrom Rack
Massachusetts:
Cambridge (leased through 2033)(3)
48,000 100.0%28.06PetSmart, Central Rock Gym (lease not commenced)
Hyde Park (The Shops at Riverwood)(6)
76,000 100.0%24.42Price Rite, Planet Fitness, Goodwill
Revere (Wonderland Marketplace)140,000 100.0%13.45Big Lots, Planet Fitness, Marshalls, Get Air
Missouri:
Manchester131,000 100.0%11.82Pan-Asia Market, Academy Sports, Bob's Discount Furniture
New Hampshire:
Salem (leased through 2102)(3)
39,000 100.0%10.20Fun City
New Jersey:
Bergen Town Center - East, Paramus253,000 93.8%22.39Lowe's, REI, Best Buy
Bergen Town Center - West, Paramus1,051,000 91.0%31.26Target, Whole Foods Market, Burlington, Marshalls, Nordstrom Rack, Saks Off 5th, HomeGoods, H&M, Bloomingdale's Outlet, Nike Factory Store, Old Navy, Kohl's
19


Property
Total Square Feet (1)
 
Percent Leased(1)
 
Weighted Average Annual Rent per sq ft (2)
 Major Tenants
        
SHOPPING CENTERS AND MALLS:  
California:       
Signal Hill45,000
 100.0% $26.49 Best Buy
Vallejo (leased through 2043)(6)
45,000
 100.0% 19.26 Best Buy
Walnut Creek (Olympic)(5)
31,000
 100.0% 70.00 Anthropologie
Walnut Creek (Mt. Diablo)(3)
7,000
 100.0% 118.45 Z Gallerie
Connecticut:       
Newington189,000
 100.0% 9.87 Walmart, Staples
        
Maryland:       
Baltimore (Towson)(5)
155,000
 100.0% 23.96 Staples, HomeGoods, Golf Galaxy, Tuesday Morning, Ulta, Kirkland's, Five Below, Sprouts (under construction)
Glen Burnie121,000
 100.0% 10.16 Gavigan's Home Furnishings, Pep Boys
Rockville94,000
 98.1% 26.02 Regal Cinemas
Wheaton (leased through 2060)(6)
66,000
 100.0% 16.70 Best Buy
Massachusetts:       
Cambridge (leased through 2033)(6)
48,000
 100.0% 23.44 PetSmart, Modell’s Sporting Goods
Chicopee224,000
 100.0% 5.50 Walmart
Milford (leased through 2019)(6)
83,000
 100.0% 9.01 Kohl’s
Springfield182,000
 100.0% 5.59 Walmart
        
Missouri:       
Manchester(5)
131,000
 88.8% 11.52 Academy Sports, Bob's Discount Furniture, Pan-Asia Market
        
New Hampshire:       
Salem (leased through 2102)(6)
37,000
 100.0% 12.58 Babies "R" Us
        
New Jersey:       
Bergen Town Center - East, Paramus212,000
 97.0% 19.41 Lowe's, REI, Kirkland's, Best Buy (under construction)
Bergen Town Center - West, Paramus955,000
 99.0% 32.09 Target, Century 21, Whole Foods Market, Marshalls, Nordstrom Rack, Saks Off 5th, HomeGoods, H&M, Bloomingdale's Outlet, Nike Factory Store, Old Navy, Neiman Marcus Last Call Studio
Brick278,000
 100.0% 18.78 Kohl's, ShopRite, Marshalls, Kirkland's
Carlstadt (leased through 2050)(6)
78,000
 100.0% 23.66 Stop & Shop
Cherry Hill (Cherry Hill Commons)261,000
 98.5% 9.57 Walmart, Toys “R” Us, Maxx Fitness
Cherry Hill (Plaza at Cherry Hill)(5)
413,000
 74.0% 13.07 LA Fitness, Aldi, Raymour & Flanigan, Restoration Hardware, Total Wine, Guitar Center, Sam Ash Music
East Brunswick427,000
 100.0% 15.03 Lowe’s, Kohl’s, Dick’s Sporting Goods, P.C. Richard & Son, T.J. Maxx, LA Fitness
East Hanover (200 - 240 Route 10 West)343,000
 99.2% 20.40 The Home Depot, Dick's Sporting Goods, Saks Off Fifth, Marshalls, Burlington
East Hanover (280 Route 10 West)28,000
 100.0% 34.71 REI
East Rutherford197,000
 96.2% 12.11 Lowe’s
Englewood(5)
41,000
 64.1% 20.83 New York Sports Club


Brick273,000 98.7%20.62ShopRite, Kohl's, Marshalls, Old Navy
Carlstadt (leased through 2050)(3)
78,000 98.3%24.04Stop & Shop
Cherry Hill (Plaza at Cherry Hill)422,000 82.1%15.32Aldi, LA Fitness, Raymour & Flanigan, Total Wine, Guitar Center, Sam Ash Music
East Brunswick427,000 100.0%14.89Lowe's, Kohl's, Dick's Sporting Goods, P.C. Richard & Son, T.J. Maxx, LA Fitness
East Hanover (200 - 240 Route 10 West)343,000 99.3%21.60The Home Depot, Dick's Sporting Goods, Saks Off 5th, Marshalls
East Rutherford197,000 98.2%12.94Lowe's
Garfield298,000 100.0%16.01Walmart, Burlington, Marshalls, PetSmart, Ulta
Hackensack275,000 99.4%24.32The Home Depot, Staples, Petco, 99 Ranch
Hazlet95,000 100.0%3.96
Stop & Shop(5)
Jersey City (Hudson Mall)382,000 84.9%18.17Marshalls, Big Lots, Retro Fitness, Staples, Old Navy
Jersey City (Hudson Commons)236,000 100.0%13.99Lowe's, P.C. Richard & Son
Kearny120,000 100.0%23.96LA Fitness, Marshalls, Ulta
Lodi (Washington Street)43,000 100.0%20.20Dollar Tree
Manalapan208,000 87.7%20.80Best Buy, Raymour & Flanigan, PetSmart, Avalon Flooring
Marlton214,000 100.0%16.58ShopRite, Kohl's, PetSmart
Middletown (Town Brook Commons)231,000 97.0%13.39Stop & Shop, Kohl's
Millburn104,000 89.5%28.96Trader Joe's, CVS, PetSmart
Montclair18,000 100.0%32.00Whole Foods Market
Morris Plains (Briarcliff Commons)(6)
176,000 94.7%23.72Uncle Giuseppe's, Kohl's
North Bergen (Kennedy Commons)62,000 100.0%14.65Food Bazaar
North Bergen (Tonnelle Commons)410,000 100.0%21.95BJ's Wholesale Club, Walmart, PetSmart
North Plainfield (West End Commons)241,000 100.0%11.91Costco, The Tile Shop, La-Z-Boy, Petco,
DaVita Dialysis
Paramus (leased through 2033)(3)
63,000 100.0%49.9724 Hour Fitness
Rockaway189,000 96.8%15.16ShopRite, T.J. Maxx
South Plainfield (Stelton Commons) (leased through 2039)(3)
56,000 100.0%22.34Staples, Party City
Totowa271,000 83.4%18.04The Home Depot, Bed Bath & Beyond, buybuy Baby, Staples
Union (2445 Springfield Ave)232,000 100.0%17.85The Home Depot
Union (West Branch Commons)278,000 98.7%16.12Lowe's, Burlington
Watchung (Greenbrook Commons)170,000 100.0%18.83BJ's Wholesale Club, Aldi (lease not commenced)
Woodbridge (Woodbridge Commons)225,000 100.0%13.51Walmart, Charisma Furniture
Woodbridge (Plaza at Woodbridge)332,000 91.6%19.04Best Buy, Raymour & Flanigan, Lincoln Tech, Retro Fitness, Bed Bath & Beyond and buybuy Baby
New York:
Bronx (Gun Hill Commons)81,000 100.0%37.62Aldi, Planet Fitness
Bronx (Bruckner Commons)(6)
396,000 74.6%33.92ShopRite, Burlington, Target (lease not commenced)
Bronx (Shops at Bruckner)115,000 100.0%38.36Marshalls, Old Navy, Five Below, Aldi (lease not commenced)
Brooklyn (Kingswood Center)129,000 90.6%30.92T.J. Maxx, Visiting Nurse Service of NY
Brooklyn (Kingswood Crossing)107,000 69.5%41.86Target, Marshalls, Maimonides Medical
Buffalo (Amherst Commons)311,000 98.1%11.06BJ's Wholesale Club, T.J. Maxx, Burlington, HomeGoods, LA Fitness
Dewitt (Marshall Plaza) (leased through 2041)(3)
46,000 100.0%24.62Best Buy
Freeport (Meadowbrook Commons) (leased through 2040)(3)
44,000 100.0%22.31Bob's Discount Furniture
Freeport (Freeport Commons)173,000 100.0%26.32The Home Depot, Staples
Huntington207,000 81.3%21.04ShopRite, Marshalls, Old Navy, Petco
Inwood (Burnside Commons)100,000 90.7%17.39Bingo Wholesale (lease not commenced)
Mt. Kisco189,000 100.0%17.59Target, Stop & Shop
New Hyde Park (leased through 2029)(3)
101,000 100.0%21.93Stop & Shop
20


Garfield273,000
 100.0% 14.28 Walmart, Burlington, Marshalls, PetSmart, Ulta
Hackensack275,000
 98.5% 23.24 The Home Depot, Staples, Petco, 99 Ranch
Hazlet95,000
 100.0% 3.70 
Stop & Shop(4)
Jersey City (Hudson Mall)(5)
383,000
 97.3% 14.05 Marshalls, Big Lots, Toys "R" Us, Staples, Old Navy
Jersey City (Hudson Commons)236,000
 100.0% 12.37 Lowe’s, P.C. Richard & Son
Kearny104,000
 98.2% 19.53 LA Fitness, Marshalls
Lawnside145,000
 100.0% 14.66 The Home Depot, PetSmart
Lodi (Route 17 North)171,000
 100.0% 12.87 National Wholesale Liquidators
Lodi (Washington Street)85,000
 87.6% 20.77 Blink Fitness, Aldi
Manalapan208,000
 100.0% 17.78 Best Buy, Bed Bath & Beyond, Babies “R” Us, Modell’s Sporting Goods, PetSmart
Marlton213,000
 100.0% 14.20 Kohl’s, ShopRite, PetSmart
Middletown231,000
 99.1% 13.17 Kohl’s, Stop & Shop
Millburn(5)
104,000
 98.6% 25.36 Trader Joe's, CVS, PetSmart
Montclair18,000
 100.0% 26.20 Whole Foods Market
Morris Plains(5)
177,000
 65.3% 24.00 Kohl’s
North Bergen (Kennedy Blvd)62,000
 95.3% 12.72 Food Bazaar
North Bergen (Tonnelle Ave)410,000
 100.0% 20.59 Walmart, BJ’s Wholesale Club, PetSmart, Staples
North Plainfield241,000
 95.7% 10.71 Costco, The Tile Shop, La-Z-Boy, Petco
Paramus (leased through 2033)(6)
63,000
 100.0% 47.18 24 Hour Fitness
Rockaway181,000
 95.0% 15.27 ShopRite, T.J. Maxx
South Plainfield (leased through 2039)(6)
56,000
 96.3% 21.54 Staples, Party City
Totowa271,000
 100.0% 17.26 The Home Depot, Bed Bath & Beyond, buybuy Baby, Marshalls, Staples
Turnersville98,000
 100.0% 9.62 Haynes Furniture Outlet (DBA The Dump)
Union (2445 Springfield Ave)232,000
 100.0% 17.85 The Home Depot
Union (Route 22 and Morris Ave)276,000
 99.4% 18.22 Lowe’s, Toys “R” Us, Office Depot
Watchung170,000
 98.3% 16.84 BJ’s Wholesale Club
Westfield (One Lincoln Plaza)(5)
22,000
 100.0% 33.33 Five Guys, PNC Bank, Cake Boss
Woodbridge (Woodbridge Commons)226,000
 76.7% 13.18 Walmart
Woodbridge (Plaza at Woodbridge)(5)
411,000
 80.6% 17.06 Best Buy, Raymour & Flanigan, Toys “R” Us, Lincoln Tech, Harbor Freight, Retro Fitness
        
New York:       
Bronx (1750-1780 Gun Hill Road)77,000
 100.0% 35.26 Planet Fitness, Aldi
Bronx (Bruckner Boulevard)(5)
374,000
 90.6% 23.19 Kmart, Toys “R” Us, Burlington (under construction), ShopRite (under construction)
Bronx (Shops at Bruckner)(5)
114,000
 100.0% 34.06 Marshalls, Old Navy
Buffalo (Amherst)311,000
 100.0% 9.77 BJ’s Wholesale Club, T.J. Maxx, HomeGoods, Toys “R” Us, LA Fitness
Commack (leased through 2021)(6)
47,000
 100.0% 20.69 PetSmart, Ace Hardware
Dewitt (leased through 2041)(6)
46,000
 100.0% 22.51 Best Buy
Freeport (240 West Sunrise Highway) (leased through 2040)(6)
44,000
 100.0% 22.31 Bob’s Discount Furniture
Freeport (160 East Sunrise Highway)173,000
 100.0% 21.95 The Home Depot, Staples
Huntington205,000
 100.0% 15.66 Kmart, Marshalls, Old Navy, Petco
Inwood100,000
 100.0% 19.59 Stop & Shop
Mt. Kisco189,000
 96.6% 16.32 Target, Stop & Shop
New Hyde Park (leased through 2029)(6)
101,000
 100.0% 20.21 Stop & Shop
Oceanside16,000
 100.0% 28.00 Party City
Queens46,000
 74.2% 39.31  
Rochester205,000
 100.0% 3.08 Walmart
Rochester (Henrietta) (leased through 2056)(6)
165,000
 100.0% 4.55 Kohl’s
Staten Island165,000
 93.2% 24.22 Western Beef, Planet Fitness, Mavis Discount Tire
West Babylon66,000
 97.6% 17.61 Best Market, Rite Aid
Yonkers Gateway Center(5)
437,000
 87.6% 16.11 Burlington, Best Buy, DSW, PetSmart, Alamo Drafthouse Cinema
Queens (Cross Bay Commons)45,000 87.1%42.17Northwell Health
Rochester (Henrietta) (leased through 2056)(3)
165,000 97.9%4.62Kohl's
Staten Island (Forest Commons)165,000 96.6%24.84Western Beef, Planet Fitness, Mavis Discount Tire, NYC Public School
Yonkers Gateway Center
448,000 94.1%16.02Burlington, Marshalls, Homesense, Best Buy, DSW, PetSmart, Alamo Drafthouse Cinema
Pennsylvania:
Bensalem (Marten Commons)185,000 96.6%14.83Kohl's, Ross Dress for Less, Staples, Petco
Broomall(6)
168,000 75.8%16.40Amazon Fresh, Planet Fitness, PetSmart, Nemours Children's Hospital
Glenolden (MacDade Commons)102,000 100.0%12.93Walmart
Lancaster (Lincoln Plaza)228,000 100.0%5.27Lowe's, Community Aid, Mattress Firm
Springfield (leased through 2025)(3)
41,000 100.0%25.29PetSmart
Wilkes-Barre184,000 92.5%13.12Bob's Discount Furniture, Ross Dress for Less, Marshalls, Petco, Wren Kitchens
Wyomissing (leased through 2065)(3)
76,000 100.0%14.70LA Fitness, PetSmart
South Carolina:
Charleston (leased through 2063)(3)
45,000 100.0%15.56Best Buy
Virginia:
Norfolk (leased through 2069)(3)
114,000 100.0%7.79BJ's Wholesale Club
Puerto Rico:
Las Catalinas355,000 86.2%29.75Sector Sixty6 (lease not commenced), Forever 21, Old Navy
Montehiedra(6)
514,000 94.7%20.02The Home Depot, Marshalls, Caribbean Cinemas, Tiendas Capri, Old Navy, Ralph's Food Warehouse (lease not commenced), T.J. Maxx (lease not commenced)
Total Retail Portfolio14,495,000 94.3%$19.89
INDUSTRIAL:
East Hanover Warehouses(8)
1,218,000 100.0%8.46J & J Tri-State Delivery, Foremost Groups, PCS Wireless, Fidelity Paper & Supply, Decker Tape, Givaudan Flavors, Reliable Tire, Nutra-Med, Bestway Trucking (lease not commenced)
Lodi (Route 17 North)127,000 100.0%12.97AAA Wholesale Group
Total Industrial1,345,000 100.0%$8.89
Massapequa, NY (Sunrise Mall) (portion leased through 2069)(4)(6)(7)
1,228,000 33.4%8.37Macy's, Dick's Sporting Goods, Dave & Buster's, Raymour & Flanigan, Home Goods
Total Urban Edge Properties17,068,000 90.3%$18.62


        
Pennsylvania:       
Allentown372,000
 100.0% 12.30 Burlington, Giant Food, Dick's Sporting Goods, T.J. Maxx, Petco, Big Lots
Bensalem185,000
 100.0% 12.90 Kohl's, Ross Dress for Less, Staples, Petco
Bethlehem153,000
 95.6% 8.17 Giant Food, Petco
Broomall169,000
 100.0% 10.25 Giant Food, Planet Fitness, A.C. Moore, PetSmart
Glenolden102,000
 100.0% 12.52 Walmart
Lancaster228,000
 100.0% 4.79 Lowe's, Community Aid, Mattress Firm
Springfield (leased through 2025)(6)
41,000
 100.0% 22.99 PetSmart
Wilkes-Barre (461 - 499 Mundy Street)205,000
 97.2% 12.38 Bob's Discount Furniture, Babies "R" Us, Ross Dress for Less, Marshalls, Petco
Wyomissing (leased through 2065)(6)
76,000
 93.4% 16.99 LA Fitness, PetSmart
York111,000
 100.0% 9.21 Ashley Furniture, Tractor Supply Company, Aldi, Crunch Fitness
        
South Carolina:       
Charleston (leased through 2063)(6)
45,000
 100.0% 14.69 Best Buy
        
Virginia:       
Norfolk (leased through 2069)(6)
114,000
 100.0% 7.08 BJ’s Wholesale Club
Tyson’s Corner (leased through 2035)(6)
38,000
 100.0% 43.04 Best Buy
        
Puerto Rico:       
Las Catalinas356,000
 91.8% 33.67 Kmart, Forever 21
Montehiedra(5)
539,000
 93.5% 18.03 Kmart, The Home Depot, Marshalls, Caribbean Cinemas, Tiendas Capri
Total Shopping Centers and Malls15,743,000
 96.0% $17.38  
        
WAREHOUSES:       
East Hanover - Five Buildings(5)
942,000
 100.0% 5.15 J & J Tri-State Delivery, Foremost Groups Inc., PCS Wireless, Fidelity Paper & Supply Inc., Meyer Distributing Inc., Consolidated Simon Distributors Inc., Givaudan Flavors Corp., Reliable Tire (under construction)
Total Urban Edge Properties16,685,000
 96.3% $16.67  
(1) Percent leased is expressed as the percentage of gross leasable area subject to a lease.lease, excluding temporary tenants. The Company also excludes 132,000 sf of self-storage from the report above.
(2) Weighted average annual base rent per square foot is the current base rent on an annualized basis. It includesincluding ground leases and executed leases for which rent has not commenced and excludes tenant expense reimbursements,is calculated by annualizing tenants’ current base rent (excluding any free rent periods,periods), and excluding tenant reimbursements, concessions and storage rent. Excluding the ground leases where the Company is the lessor, the weighted average annual rent per square foot for our retail portfolio is $19.84$21.85 per square foot.
(3) Our ownership of Walnut Creek (Mt. Diablo) is 95% at December 31, 2017.
(4) The tenant has ceased operations at this location but continues to pay rent.
(5) Property is excluded from the same-property pool for the purposes of calculating same-property cash NOI for the twelve months ended December 31, 2017.
(6) The Company is a lessee under a ground or building lease. The total square feet disclosed for the building will revert to the lessor upon lease expiration.

(4) We own 95% of Walnut Creek (Mt. Diablo) and 82.5% of Sunrise Mall with the remaining portions in each case owned by joint venture partners.
(5) The tenant never commenced operations at this location but continues to pay rent.
(6) Not included in the same-property pool for the purposes of calculating same-property NOI for the quarter ended December 31, 2022 and 2021.
(7) Includes the acquisition of 40 Carmans Road.
(8) Includes 151 Ridgedale Avenue and 601 Murray Road which were acquired in August 2021. These properties are included in our non-same property pool for the year ended December 31, 2022.








21


As of December 31, 2017,2022, we had approximately 1,200900 leases. Tenant leases for under 10,000 square feet generally have lease terms of five years or less. Tenant leases forcomprising 10,000 square feet or more generally have lease terms of 10 to 25 years, and are considered anchor leases with one or more renewal options available upon expiration of the initial lease term. The majority of our leases provide for reimbursements of real estate taxes, insurance and common area maintenance charges (including roof and structure in shopping centers, unless it is the tenant’s direct responsibility), and percentage rents based on tenant sales volume. Percentage rents accounted for less than 1%approximately 2% of our total revenues for the year ended December 31, 2017.2022.













Occupancy

The following table sets forth the consolidated retail portfolio leased occupancy rate (excluding warehouses)industrial and self-storage space), square footage and weighted average annual base rent per square foot of properties in our retail portfolio as of December 31 for the last five years:
December 31,
2022(1)
2021(1)
202020192018
Total square feet14,495,000 14,469,000 15,221,000 14,277,000 15,407,000 
Occupancy rate94.3 %91.1 %88.7 %92.4 %92.6 %
Average annual base rent per sf$19.89 $19.70 $18.97 $19.22 $17.90 
  December 31,
  2017 2016 2015 2014 2013
Total square feet 15,743,000
 13,831,000
 13,901,000
 13,880,000
 13,922,000
Occupancy rate 96.0% 97.2% 96.2% 95.8% 95.6%
Average annual base rent per sf 
$17.38
 
$17.07
 
$16.64
 
$16.57
 
$16.38

(1) Excludes Sunrise Mall for the years ended December 31, 2022 and 2021.
The following table sets forth the occupancy rate, square footage and weighted average annual base rent per square foot of our warehousesindustrial properties as of December 31 for the last five years:
December 31,
20222021202020192018
Total square feet1,345,000 1,345,000 1,070,000 943,000 942,000 
Occupancy rate100.0 %100.0 %100.0 %100.0 %100.0 %
Average annual base rent per sf$8.89 $6.04 $6.34 $5.70 $5.34 
  December 31,
  2017 2016 2015 2014 2013
Total square feet 942,000
 942,000
 942,000
 942,000
 942,000
Occupancy rate 100.0% 91.7% 79.1% 60.8% 45.6%
Average annual base rent per sf 
$5.15
 
$4.77
 
$4.80
 
$4.41
 
$4.35


Major Tenants

The following table sets forth information for the 10our ten largest tenants by total revenues for the year ended December 31, 2017:2022:
TenantNumber of StoresSquare Feet% of Total Square Feet
2022 Revenues(1)
(in thousands)
% of Total Revenues
The Home Depot6808,9264.7%$21,4475.4%
The TJX Companies(2)
21671,5213.9%19,0274.8%
Lowe's Companies6976,4155.7%14,2643.6%
Walmart5708,4354.2%13,6633.4%
Best Buy8359,5512.1%10,6822.7%
Burlington7415,8282.4%10,4762.6%
Kohl's8767,3454.5%10,3912.6%
BJ's Wholesale Club4454,2972.7%8,6672.2%
Ahold Delhaize (Stop & Shop)5362,6962.1%8,0902.0%
ShopRite5361,0582.1%7,8702.0%
Tenant Number of Stores Square Feet % of Total Square Feet 2017 Revenues % of Total Revenues
The Home Depot, Inc. 7
 920,000
 5.7% $22,326,945
 5.5%
Wal-Mart Stores, Inc. 9
 1,439,000
 8.9% 18,964,600
 4.7%
The TJX Companies, Inc.(1)
 17
 607,000
 3.8% 14,649,806
 3.6%
Lowe's Companies, Inc. 6
 976,000
 6.0% 13,759,344
 3.4%
Ahold Delhaize(2)
 9
 656,000
 4.1% 11,904,801
 2.9%
Best Buy Co., Inc. 9
 401,000
 2.5% 10,701,198
 2.6%
Kohl's Corporation 8
 716,000
 4.4% 10,206,380
 2.5%
Sears Holdings Corporation(3)
 4
 547,000
 3.4% 8,320,089
 2.0%
BJ's Wholesale Club 4
 454,000
 2.8% 8,232,480
 2.0%
PetSmart, Inc. 12
 287,000
 1.8% 8,126,969
 2.0%
(1) Based on contractual revenues as determined by the tenants’ operating lease agreements.
(1)(2) Includes Marshalls (11)(13), T.J. Maxx (4), HomeGoods (3) and HomeGoods (2)Homesense (1).
(2) Includes Stop & Shop (6) and Giant Food (3).
(3) Includes Kmart (4).























22









Lease Expirations

The following table sets forth the anticipated expirations of tenant leases in our consolidated retail portfolio for each year from 20182023 through 20282033 and thereafter, assuming no exercise of renewal options or early termination rights:
Percentage ofWeighted Average Annual
Number ofSquare Feet ofRetail PropertiesBase Rent of Expiring Leases
YearExpiring LeasesExpiring Leases Square FeetTotalPer Square Foot
Month-To-Month33116,000 0.8%$2,884,920 $24.87 
202380643,000 4.4%16,615,120 25.84 
20241161,521,000 10.5%32,595,030 21.43 
2025861,256,000 8.7%23,977,040 19.09 
202699922,000 6.4%21,786,860 23.63 
20271001,116,000 7.7%19,820,160 17.76 
2028751,143,000 7.9%26,711,910 23.37 
2029731,536,000 10.6%33,991,680 22.13 
2030451,205,000 8.3%18,930,550 15.71 
2031331,025,000 7.1%17,209,750 16.79 
203250433,000 3.0%9,214,240 21.28 
203342710,000 4.9%12,616,700 17.77 
Thereafter492,043,000 14.0%34,567,560 16.92 
Subtotal/Average88113,669,000 94.3%$271,876,410 $19.89 
Vacant171826,000 5.7% N/A N/A
Total(1)
1,05214,495,000 100.0%$271,876,410  N/A
(1) Total lease count excludes industrial tenant leases, temporary tenant leases, cart and kiosk leases and Sunrise Mall.


      Percentage of Weighted Average Annual
  Number of Square Feet of Retail Properties Base Rent of Expiring Leases
Year Expiring Leases Expiring Leases  Square Feet Total Per Square Foot
            
Month-To-Month 27 69,000
 0.4% $2,398,440
 $34.76 
2018 83 601,000
 3.8% 10,487,450
 17.45
(1) 
2019 133 1,416,000
 9.0% 29,042,160
 20.51
(1) 
2020 100 1,394,000
 8.8% 26,081,740
 18.71 
2021 94 1,080,000
 6.9% 23,932,800
 22.16 
2022 98 1,442,000
 9.2% 20,966,680
 14.54 
2023 72 1,644,000
 10.4% 29,345,400
 17.85 
2024 62 1,491,000
 9.5% 20,829,270
 13.97 
2025 42 598,000
 3.8% 10,405,200
 17.40 
2026 56 655,000
 4.2% 8,829,400
 13.48 
2027 54 819,000
 5.2% 16,543,800
 20.20 
2028 33 487,000
 3.1% 12,106,820
 24.86 
Thereafter 59 3,423,000
 21.7% 50,283,870
 14.69 
Sub-total/Average 913 15,119,000
 96.0% $261,407,510
 $17.29 
Vacant 71 624,000
 4.0%  N/A
  N/A 
Total 984 15,743,000
 100.0% $261,407,510
  N/A 
(1) We expect to achieve moderate increases in average rents as we renew or re-lease these spaces.


ITEM 3.LEGAL PROCEEDINGS
WeITEM 3.    LEGAL PROCEEDINGS
From time to time, we are a party to various legal actions that arise in theproceedings, claims or regulatory inquiries and investigations arising out of, or incident to, our ordinary course of business. In our opinion, after consultationWhile we are unable to predict with legal counsel,certainty the outcome of any particular matter, management does not currently expect, when such matters is not expectedare resolved, that our resulting exposure to loss contingencies, if any, will have a material adverse effect on our financial position, results of operations or cash flows.consolidated financial position.


ITEM 4.MINE SAFETY DISCLOSURES
ITEM 4.    MINE SAFETY DISCLOSURES
Not applicable.




23


PART II


ITEM 5.
ITEM 5.    MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Urban Edge Properties


Market Information and Dividends

Our common shares are listed on the NYSE under the symbol “UE”. Our common shares began “regular way” trading on January 15, 2015. As of February 13, 2018,3, 2023, there were approximately 1,3771,237 holders of record of our common shares. The following table sets forth the high and low sales prices and the cash dividends declared on our common shares by quarter for 2017 and 2016:
 2017 2016
 High Price Low Price Cash Dividends Declared Per Share High Price Low Price Cash Dividends Declared Per Share
      
Quarter Ended           
Fourth quarter$26.19
 $23.18
 $0.22
 $28.36
 $24.10
 $0.22
Third quarter25.92
 23.46
 0.22
 30.29
 26.69
 0.20
Second quarter27.70
 23.13
 0.22
 29.87
 24.36
 0.20
First quarter28.90
 24.50
 0.22
 26.18
 21.77
 0.20
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. Under those sections,So long as the Company qualifies as a REIT which distributes at least 90% of its REIT taxable income as a dividend to its shareholders each year and which meets certain other conditionsunder the Code, the Company will not be taxedsubject to U.S. federal income tax on that portion of itsnet taxable income which is distributedthat 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 (including any alternative minimum tax, which, for corporations, was repealed for tax years beginning after December 31, 2017 under the TCJA) and may not be able to qualify as a REIT for the four subsequent taxable years.

In addition, the Company’s TRS is subject to income tax at regular corporate rates.
Future distributions will be declared and paid at the discretion of the Board of Trustees and will depend upon cash generated by operating activities, our financial condition, capital requirements, annual dividend requirements under the REIT provisions of the Internal Revenue Code, of 1986, as amended, and such other factors as our Board of Trustees deems relevant.

Our total annual dividendsBoard of Trustees declared a quarterly dividend of $0.16 and $0.15 per common share for 2017 was $0.88each of the four quarters in 2022 and 2021, respectively. During the years ended December 31, 2022 and 2021, respectively, the Company declared distributions on common shares and OP units of $0.64 and $0.60 per share.share/unit in the aggregate. The annual dividend amount may differ from dividends as calculated for federal income tax purposes. Distributions to the extent of our current and accumulated earnings and profits for federal income tax purposes generally will be taxable to a shareholder as ordinary dividend income. However, the TCJAcurrent law provides a deduction of up to 20% of a non-corporate taxpayer’s ordinary REIT dividends with such deduction scheduled to expire for taxable years beginning after December 31, 2025. Distributions in excess of current and accumulated earnings and profits will be treated as a nontaxable reduction of the shareholder’s basis in such shareholder’s shares, to the extent thereof, and thereafter as taxable capital gains. Distributions that are treated as a reduction of the shareholder’s basis in its shares will have the effect of increasing the amount of gain, or reducing the amount of loss, recognized upon the sale of the shareholder’s shares. No assurances can be given regarding what portion, if any, of distributions in 20172022 or subsequent years will constitute a return of capital for federal income tax purposes. During a year in which a REIT earns a net long-term capital gain, the REIT can elect under Section 857(b)(3) of the Code to designate a portion of dividends paid to shareholders as capital gain dividends. If this election is made, the capital gain dividends are generally taxable to the shareholder as long-term capital gains.

As of December 31, 2017, the Company elected, for tax purposes, to treat the wholly-owned limited partnership that holds its Allentown property as a taxable REIT subsidiary (“TRS”). A TRS is a corporation, other than a REIT, in which we directly or indirectly hold stock, which has made a joint election with us to be treated as a TRS under Section 856(l) of the Code. A TRS is required to pay regular U.S. federal income tax, and state and local income tax where applicable, as a non-REIT “C” corporation. As a result, all future taxable income recognized by the TRS, including capital gains on the sale of the property held in the TRS, will be subject to a corporate level tax.
The Allentown legal entity restructuring resulted in a capital gain recognized for tax purposes in 2017. Consequently, the Company has determined that $0.37 of the $0.88 dividends distributed to shareholders in 2017 represented long-term capital gains. The Company’s 2018 consolidated financial statements will reflect the TRS’ federal and state corporate income taxes associated with the operating activities at its Allentown property until the expected sale date in the first quarter.



We have determined the dividends paid on our common shares during 20172022 and 20162021 qualify for the following tax treatment:
Total Distribution per ShareOrdinary DividendsLong Term Capital GainsReturn of Capital
2022$0.64 $0.64 $— $— 
20210.60 0.60 — — 

















24


 Total Distribution per Share Ordinary Dividends Long Term Capital Gains Return of Capital
2017$0.88
 $0.51
 $0.37
 $
20160.82
 0.82
 
 


Total Shareholder Return Performance

The following performance graph compares the cumulative total shareholder return of our common shares with the Russell 2000 Index, the S&P 500 Index, Dow Jones Equity All REIT (previously SNL U.S. REIT Equity IndexIndex) and the Dow Jones US Real Estate Strip Centers (previously SNL REIT Retail Shopping Center IndexIndex) as provided by SNL Financial LC, from January 15, 2015 tofor the five years commencing December 31, 2017 and ending December 31, 2022, assuming an investment of $100 and the reinvestment of all dividends into additional common shares during the holding period. Historical stock performance is not necessarily indicative of future results.

The performance graph shall not be deemed incorporated by reference by any general statement incorporating by reference this annual report into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.

COMPARISON OF CUMULATIVE TOTAL RETURN(1)
ue-20221231_g1.jpg
(1) $100 invested on January 15, 2015December 31, 2017 in stock or index, including reinvestment of dividends.

Cumulative(1)
Total Return %
Total Return $ as of
Stock/Index12/31/201712/31/201812/31/201912/31/202012/31/202112/31/2022
UE(31.7)100.0 68.0 82.2 58.4 88.5 68.3 
S&P 50056.9100.0 95.6 125.7 148.9 191.6 156.9 
Russell 200022.4100.0 89.0 111.7 134.0 153.9 122.4 
Dow Jones Equity All REIT24.5100.0 95.9 123.5 117.5 166.0 124.5 
Dow Jones US Real Estate Strip Centers(3.2)100.0 85.4 108.6 74.5 107.2 96.8 
25


  
Cumulative(1) 
Total Return %
 Total Return $ as of
Stock/Index  1/15/2015 12/31/2015 12/31/2016 12/31/2017
UE 18.7
 100
 101.4
 122.6
 118.7
S&P 500 42.8
 100
 104.7
 117.2
 142.8
Russell 2000 38.7
 100
 99.7
 120.9
 138.7
SNL U.S. REIT Equity 14.5
 100
 97.1
 105.7
 114.5
SNL U.S. REIT Retail Shopping Center (8.9) 100
 98.9
 102.4
 91.1
(1) Cumulative total return is for the period from the separation date on January 15, 2015 tofive years commencing December 31, 2017.2017 and ending December 31, 2022.







Operating Partnership

Market Information and Distributions

There is no established public market for our general and common limited partnership interests in the operating partnership (“OP Units”). As of February 13, 2018,3, 2023, there were 12,812,954 OP Units117,485,171 general partnership units outstanding and 4,713,558 common limited partnership units outstanding, held by approximately 311,237 and 42 holders of record. The following table sets forth the cash distributions declared on our OP Units by quarter for 2017 and 2016:
  2017 2016
  
Cash Distributions
Declared Per Unit
 
Cash Distributions
Declared Per Unit
   
Quarter Ended    
Fourth quarter $0.22
 $0.22
Third quarter 0.22
 0.20
Second quarter 0.22
 0.20
First quarter 0.22
 0.20
record, respectively.
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. No units were redeemed duringDuring the year ended December 31, 2017.2022, 250,000 units were redeemed for common shares and no units were redeemed for cash.


Recent Sales of Unregistered Shares

UnderDuring the termsyear ended December 31, 2022, the Company issued an aggregate of UELP’s limited partnership agreement, the250,000 common shares in exchange for 250,000 common limited partnership units held by certain limited partners of the Operating Partnership. All common shares were issued in ourreliance on an exemption from registration under Section 4(a)(2) of the Securities Act. We relied on the exemption under Section 4(a)(2) based upon factual representations received from the limited partner who received the common shares.
Each time the Company issues common shares (other than in exchange for common limited partnership may be redeemed, subjectunits when such units are presented for redemption), it contributes the proceeds of such issuance to certain conditions,the Operating Partnership in return for cash or an equivalent number of our commonpartnership units with rights and preferences analogous to the shares at our option.issued. During the three monthsyear ended, December 31, 2017, there2022, in connection with issuances of common shares by the Company pursuant to the Urban Edge Properties 2015 Employee Share Purchase Plan, the Operating Partnership issued an aggregate of 26,088 common limited partnership units to the Company in exchange for approximately $0.3 million, the aggregate proceeds of such common share issuances to the Company. Such units were no redemptionsissued in reliance on an exemption from registration under Section 4(a)(2) of operating partnership units.the Securities Act.


Purchases of Equity Securities by the Issuer and Affiliated Purchasers

During 2017, 5,427the year ended December 31, 2022, 16,531 restricted common shares were forfeited by former employees.employees in connection with their departure from the Company. We did not repurchase any of our equity securities during the three monthsyear ended December 31, 2017.2022. Our employees will at times surrender common shares owned by them to satisfy statutory minimum federal, state and local tax obligations associated with the vesting of their restricted common shares. During the year ended December 31, 2022, 7,228 restricted common shares were surrendered.

In March 2020, our Board of Trustees authorized a share repurchase program for up to $200 million of the Company’s common shares. During the years ended December 31, 2022 and 2021, no shares were repurchased. As of December 31, 2022, the Company has repurchased 5.9 million common shares at a weighted average share price of $9.22, for a total of $54.1 million. All share repurchases by the Company were completed between March and April of 2020. There is approximately $145.9 million remaining for share repurchases under this program.

Equity Compensation Plan Information

Information regarding equity compensation plans is presented in Part III, Item 12 of this Annual Report on Form 10-K and incorporated herein by reference.




ITEM 6.SELECTED FINANCIAL DATA

The following table includes selected consolidated and combined financial data set forth for the Company and the Operating Partnership as of and for each of the five years in the period ended December 31, 2017. The consolidated balance sheets as of December 31, 2017 and December 31, 2016 reflects the consolidation of properties that are wholly-owned and properties in which we own less than 100% interest, but in which we have a controlling interest. The consolidated statement of income for the year ended December 31, 2017 and December 31, 2016 includes the consolidated accounts of the Company. The consolidated and combined statement of income for the year ended December 31, 2015 includes the consolidated accounts of the Company and the combined accounts of the UE Business. Accordingly, the results presented for the year ended December 31, 2015 reflect the aggregate operations, changes in cash flows and equity on a carved-out and combined basis for the period from January 1, 2015 through the date of separation and on a consolidated basis subsequent to the date of separation. The financial data for the periods prior to the separation date are prepared on a carved-out and combined basis from the consolidated financial statements of Vornado as the UE Business was under common control of Vornado prior to January 15, 2015. This selected financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and our audited consolidated and combined financial statements and related notes included in Part II, Items 7 and 8, respectively, of this Annual Report on Form 10-K.ITEM 6.    [RESERVED]

Not applicable.
Urban Edge Properties

26
 Year Ended December 31,
(Amounts in thousands, except per share amounts)2017 2016 2015 2014 2013
Operating Data:         
Property rentals$265,984
 $236,798
 $231,867
 $232,592
 $228,282
Tenant expense reimbursements99,098
 84,921
 84,617
 81,887
 73,170
Income from Stop & Shop settlement
 
 
 
 59,599
Management and development fees1,535
 1,759
 2,261
 535
 606
Income from acquired leasehold interest39,215
 
 
 
 
Other income1,210
 2,498
 4,200
 662
 1,338
Total revenue407,042
 325,976
 322,945
 315,676
 362,995
Total expenses245,278
 192,958
 224,869
 193,236
 195,782
Operating income161,764
 133,018
 98,076
 122,440
 167,213
Net income72,938
 96,630
 41,348
 65,794
 109,335
Net income attributable to operating partnership(5,824) (5,812) (2,547) 
 
Net income attributable to consolidated subsidiaries(44) (3) (16) (22) (21)
Net income attributable to common shareholders(1)
$67,070
 $90,815
 $38,785
 $65,772
 $109,314
          
Earnings per common share - Basic(2):
0.62
 0.91
 0.39
 0.66
 1.10
Earnings per common share - Diluted(2):
0.61
 0.91
 0.39
 0.66
 1.10
Weighted average shares outstanding - Basic(2)
107,132
 99,364
 99,252
 99,248
 99,248
Weighted average shares outstanding - Diluted(2)
118,390
 99,794
 99,278
 99,248
 99,248
Dividends declared per common share0.88
 0.82
 0.80
 
 
(1) Net income earned prior to January 15, 2015 is attributable to Vornado as it was the sole shareholder prior to January 15, 2015. Refer to Note 1 to the consolidated and combined financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
(2) The common shares outstanding at the date of separation are reflected as outstanding for all periods prior to the separation. Refer to Note 2 to the consolidated and combined financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.




 Year Ended December 31,
(Amounts in thousands)2017 2016 2015 2014 2013
Balance Sheet Data as of period end:         
Real estate, net of accumulated depreciation$2,084,727
 $1,597,423
 $1,575,530
 $1,555,301
 $1,562,416
Total assets2,820,808
 1,904,138
 1,918,931
 1,731,176
 1,749,965
Mortgages payable, net1,564,542
 1,197,513
 1,233,983
 1,278,182
 1,200,762
Total liabilities1,830,267
 1,408,021
 1,447,477
 1,472,313
 1,408,381
Noncontrolling interests in operating partnership100,218
 35,451
 33,177
 
 
Total equity990,541
 496,117
 471,454
 258,863
 341,584
          
Other Data:         
Cash flow Statement Data:         
Provided by operating activities157,898
 137,249
 138,078
 105,688
 240,527
Used in investing activities(295,732) (59,230) (66,415) (45,586) (24,926)
Provided by (used in) financing activities498,489
 (115,858) 93,795
 (63,807) (212,636)

Urban Edge Properties LP
 Year Ended December 31,
(Amounts in thousands, except per unit amounts)2017 2016 2015 2014 2013
Operating Data:         
Property rentals$265,984
 $236,798
 $231,867
 $232,592
 $228,282
Tenant expense reimbursements99,098
 84,921
 84,617
 81,887
 73,170
Income from Stop & Shop settlement
 
 
 
 59,599
Management and development fees1,535
 1,759
 2,261
 535
 606
Income from acquired leasehold interest39,215
        
Other income1,210
 2,498
 4,200
 662
 1,338
Total revenue407,042
 325,976
 322,945
 315,676
 362,995
Total expenses245,278
 192,958
 224,869
 193,236
 195,782
Operating income161,764
 133,018
 98,076
 122,440
 167,213
Net income72,938
 96,630
 41,348
 65,794
 109,335
Net income attributable to consolidated subsidiaries(44) (3) (16) (22) (21)
Net income attributable to unitholders(1)
$72,894
 $96,627
 $41,332
 $65,772
 $109,314
          
Earnings per unit - Basic(2):
0.62
 0.91
 0.39
 0.63
 1.04
Earnings per unit - Diluted(2):
0.61
 0.91
 0.39
 0.63
 1.04
Weighted average units outstanding - Basic(2)
117,779
 105,455
 105,276
 104,965
 104,965
Weighted average units outstanding - Diluted(2)
118,390
 106,099
 105,374
 104,965
 104,965
Distributions declared per unit0.88
 0.82
 0.80
 
 
(1) Net income earned prior to January 15, 2015 is attributable to Vornado as it was the sole unitholder prior to January 15, 2015. Refer to Note 1 to the consolidated and combined financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
(2) The units outstanding at the date of separation are reflected as outstanding for all periods prior to the separation. Refer to Note 2 to the consolidated and combined financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.










 Year Ended December 31,
(Amounts in thousands)2017 2016 2015 2014 2013
Balance Sheet Data as of period end:         
Real estate, net of accumulated depreciation$2,084,727
 $1,597,423
 $1,575,530
 $1,555,301
 $1,562,416
Total assets2,820,808
 1,904,138
 1,918,931
 1,731,176
 1,749,965
Mortgages payable, net1,564,542
 1,197,513
 1,233,983
 1,278,182
 1,200,762
Total liabilities1,830,267
 1,408,021
 1,447,477
 1,472,313
 1,408,381
Total equity990,541
 496,117
 471,454
 258,863
 341,584
          
Other Data:         
Cash flow Statement Data:         
Provided by operating activities157,898
 137,249
 138,078
 105,688
 240,527
Used in investing activities(295,732) (59,230) (66,415) (45,586) (24,926)
Provided by (used in) financing activities498,489
 (115,858) 93,795
 (63,807) (212,636)



ITEM 7.
ITEM 7.    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. 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 and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “would,” “may” or other similar expressions in this Annual Report on Form 10-K. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict; these factors include, among others, the estimated remediation and repair costs related to Hurricane Maria and the timing of re-opening and resumption of full operations at the affected properties. 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 this Annual Report on Form 10-K for the year ended December 31, 2017.
For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. 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 Annual Report on Form 10-K.
The following discussion should be read in conjunction with the consolidated and combined financial statements and notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K.

This section of this Annual Report on Form 10-K generally discusses 2022 and 2021 items and provides a year-to-year comparison between 2022 and 2021. A discussion of 2020 items and year-to-year comparisons between 2021 and 2020 are not included in this Annual Report on Form 10-K but can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Executive Overview

Our Company
Urban Edge Properties (“UE”, “Urban Edge”, or the “Company”) (NYSE: UE) is a Maryland real estate investment trust that manages, develops, redevelops, and acquires retail real estate, primarily in the New York metropolitan area.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 our real estate properties and other assets. Unless the context otherwise requires, references to “we”, “us” and “our” refer to Urban Edge Properties and UELP and their consolidated entities/subsidiaries.
The Operating Partnership’s capital includes general and common limited partnership interests in the operating partnership (“OP Units”). As of December 31, 2017,2022, Urban Edge owned approximately 89.9%96.1% of the outstanding common OP Units with the remaining limited OP Units held by Vornado Realty L.P., members of management, ourUrban 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 partythird-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 that consolidates it. The Company’s only investment is the Operating Partnership. The VIE’s assets can be used for purposes other than the settlement of the VIE’s obligations and the Company’s partnership interest is considered a majority voting interest.

As of December 31, 2017,2022, our portfolio was comprised 85of 69 shopping centers, fourfive malls and a warehouse parktwo industrial parks totaling approximately 16.717.2 million square feet.
Operating Strategy. Our operating strategy is to maximize
Economic Considerations
In March of 2020, the valueWorld Health Organization characterized the COVID-19 outbreak as a global pandemic. Many of our existing assets through proactive management encompassing: continuous asset evaluation for highest-and-best-use; efficienttenants faced adverse financial consequences from reduced business operations and cost-conscious operations that minimize retailer operating expense and enhance property quality; and targeted leasingrestrictions related to the pandemic, and the Company’s results for 2020 were negatively impacted by tenant fallout from COVID-driven bankruptcies, uncollected or disputed rents from impacted tenants, and from abatements granted to tenants facing financial hardships due to the pandemic. Throughout 2021, the widespread distribution of vaccines and reduction of restrictions boosted economic confidence and increased consumer spending, resulting in a strengthened existing retail tenant base and an increase in demand for space. The Company saw leasing momentum and foot traffic at our properties return to near pre-pandemic levels.
During 2022, microeconomic and macroeconomic conditions caused volatility in the financial markets and a rapid rise in inflation. The Federal Reserve has taken steps to mitigate the impact of inflation by raising its benchmark interest rate several times throughout the year. While the rate hikes enacted by the Federal Reserve have had a significant impact on interest rates and increased the cost of borrowing, we continue to see consumer confidence and a conviction in retail real estate. Tenant sales have increased year-over-year and the demand for retail spaces remains strong as evidenced by the record number of new leases we executed in 2022. The geographic location of our portfolio has also proven to be beneficial. With hybrid and remote work becoming more common, consumers have demonstrated that convenience and proximity are valued. The majority of our portfolio is located in one of the most desirable tenants. During 2017 we:supply-constrained and densely populated markets in the country and offers consumers easy access to essential services and retailers, including medical offices, grocers, and discounters. We expect to continue to add value to our portfolio through executing on our current leasing momentum, our active development, redevelopment and anchor repositioning projects, and commencement of leases signed but not yet opened.
increased same-property cash Net Operating Income (“NOI”)(1) by 4.7% over the year ended December 31, 2016;
increased same-property retail portfolio occupancy(2) to 98.3% from 98.2% as of December 31, 2016;
saw consolidated retail portfolio occupancy(3) decline to 96.0% from 97.2% as of December 31, 2016 owing to our acquisition of shopping centers with lower occupancies than ours;
signed 37

2022 Highlights
Set forth below are highlights of our leasing activities, completed and activated development, redevelopment and anchor repositioning projects, and property acquisitions:
Signed a record 69 new leases totaling 346,877 square feet, including 19 new leases on a same-space(4) basis totaling 108,604 square feet at an average rental rate of $21.52 per square foot on a GAAP basis and $19.93 per square foot on a cash basis, and generating average rent spreads of 13.8% on a GAAP basis and 3.2% on a cash basis; and
renewed or extended 70 leases totaling 1,041,389approximately 1,032,434 square feet, including 7055 new leases on a same-space(1) basis totaling 1,041,389754,812 square feet at an average rental rate of $15.93$23.15 per square foot on a GAAP basis and $15.63
27


$21.34 per square foot on a cash basis, resulting in average rent spreads of 45.1% on a GAAP basis and 22.2% on a cash basis;
Renewed or extended 90 leases totaling 1,086,469 square feet, all of which are on a same-space(1) basis, at an average rental rate of $20.36 per square foot on a GAAP basis and $20.10 per square foot on a cash basis, generating average rent spreads of 9.3%9.2% on a GAAP basis and 5.8%6.0% on a cash basis.basis;


Investment Strategy. Our investment strategy is to selectively deploy capital throughCompleted ten development, redevelopment and development of our existing assets and through acquisitions in our target markets that are expected to generate attractive risk-adjusted returns. At the same time, we plan to sell assets that no longer meet our investment criteria. During 2017, we:
increased the number of active development and redevelopment projects; activeanchor repositioning projects, have a total expected investment of $195.5aggregating $105.2 million, four of which $104.9 million remains to be funded;
stabilized during the fourth quarter. The retenanting of the former Century21 space at Bergen Town Center with Kohl’s was completed in October 2022 and ShopRite at Huntington Commons commenced operations in December 2022. Additionally, the Company stabilized two small shops projects at East Hanover, East Hanover warehouses, Garfield, Hackensack, Rockaway, Turnersville, Walnut Creek (Mt. Diablo), and Freeport;
identified approximately $115.5 million of additional development and redevelopment projects expected to be completed over the next several years;
acquired nine retail assets, predominantly in the New York metropolitan area, totaling $464 million, including transaction costs, with gross leasable area of 2.0 million sf; and
completed the sale of a 32,000 sf, vacant building in Eatontown, NJ for $4.8 million, and completed the sale of excess landour property in Kearny, NJ and the Shops at Bruckner in the Bronx, NY;
Activated 14 development, redevelopment, and anchor repositioning projects aggregating $98.6 million, including Target at Bruckner Commons, Ralph’s Grocer, Urology Hub and T.J. Maxx at The Outlets at Montehiedra, Bingo Wholesalers at Burnside Commons, and two industrial leases executed at our warehouse properties in East Hanover, NJ;
Acquired two properties for $0.3a total purchase price of $37.6 million both netinclusive of selling costs.transaction costs, including the Shops at Riverwood acquired in June 2022. The property, located in Hyde Park, MA, sits on an eight acre site located just seven miles south of downtown Boston and is anchored by a grocer, Price Rite Marketplace, and has a strong array of national and regional tenants including Santander, Boston Medical Center, and Planet Fitness; and
Capital Strategy. Our capital strategy is to keep our balance sheet strong, flexibleRestated and capable of supporting growth by using cash flow from operations, refinancing debt when opportunities are favorable, and reinvesting funds from selective asset sales. During 2017, we:
refinanced our $544 million cross-collateralized mortgage with 18 individual, non-recourse mortgage financings totaling $710 million;
refinanced our $74 million, 4.59% mortgage loan secured by our Tonnelle Commons property in North Bergen, NJ,amended the Company’s revolving credit agreement, increasing the principal balancefacility size by $200 million to $100 million with a 10-year fixed rate mortgage, at 4.18%;
amended and extended our $500 million unsecured revolving credit agreement. The amendment increased its size to $600$800 million and extendedextending the maturity date to March 7, 2021February 9, 2027, with two six-month extension options;options.
issued 1.8 million OP units in connection with the acquisition of a ground lease under Yonkers Gateway Center at $27.09 per unit. Additionally, we issued 2.6 million OP units
(1) Same-space leases represent those leases signed on spaces for which there was a previous lease.

2023 Outlook
We intend to create value and 1.9 million OP units in connection with the portfolio acquisition of seven retail assets (the "Portfolio”) at a value of $27.02 per unit;
issued 7.7 million common shares of beneficial interest in an underwritten public offering in May 2017. This offering generated cash proceeds of $193.5 million, net of $1.3 million of issuance costs;
issued 6.25 million common shares of beneficial interest in August 2017 to a large institutional investor at a net price of $24.80 per share. There was no underwriter or placement agent and net cash proceeds to the Company were $155 million; and
ended the year with cash and cash equivalents, including restricted cash, of $501 million and debt, net of cash, to total market capitalization of 22.4%.
2018 Outlook. We seek growth ingrow earnings, funds from operations, and cash flows primarily by:
leasingAdding essential tenants to our properties and positioning our retail environments with quality grocers, premium healthcare operators and elevated food offerings;
Managing our balance sheet to allow for flexibility and execution on financing and refinancing opportunities when identified;
Leasing vacant spaces, proactively extending expiring leases, at higher rents, processingmanaging the exercise of tenant options and, when possible, replacing underperforming tenants with tenantsoperators that can pay higher rents;rents and positively impact our properties;
expeditingExpediting the delivery of space to tenants and the collection of rents from tenants with executed leases that have not yet commenced;
creatingGenerating additional valueincome from our existing assets by redevelopment ofredeveloping underutilized existing space, development ofdeveloping new space and pad sites, repositioning anchors, and by anchor repositioning;incorporating non-retail uses such as industrial, self-storage, office and other uses; and
disposing of non-coreAcquiring assets and, when possible, reinvesting the proceeds in existing properties and in acquiring additional properties meetingthat meet our investment criteria.

There can be no assurance that we will be able to execute on our growth strategy, especially given the ongoing economic uncertainty. See Forward-Looking Statements in this Annual Report on Form 10-K.




(1)Refer to page 38 for a reconciliation to the nearest GAAP measure.
(2)Information provided on a same-property basis includes the results of properties that were owned and operated for the entirety of the reporting periods being compared and excludes properties that were under development, redevelopment, acquired, sold, or in the foreclosure process during the periods being compared and totals 74 properties for the years ended December 31, 2017 and December 31, 2016.
(3)Our retail portfolio includes shopping centers and malls and excludes warehouses.
(4)The “same-space” designation is used to compare leasing terms (cash leasing spreads) from the prior tenant to the new/current tenant. In some cases, leases are excluded from "same-space" because the gross leasable area of the prior lease is combined/divided to form a larger/smaller, non-comparable space.



Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, referred to as “GAAP”, requires management to make estimates and assumptions that in certain circumstances affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and revenue and expenses. These estimates are prepared using management’s best judgment, after considering past and current events and economic conditions. In addition, certain information relied upon by management in preparing such estimates includes internally generated financial and operating information, external market information, when available, and when necessary, information obtained from consultations with third partythird-party experts. Actual results could differ from these estimates. A discussion of possible risks which may affect these estimates is included in “ItemPart I, Item 1A. Risk“Risk Factors” of this Annual Report on Form 10-K. Management considers an accounting estimate to be critical if changes in the estimate could have a material impact on our consolidated and combined results of operations or financial condition.

Our significant accounting policies are more fully described in Note 3 to the consolidated and combined financial statements included in Part II, Item 8 of this Annual Report on Form 10-K; however, the most critical10-K. The following accounting policies, which involve the use of estimates and assumptions as to future uncertainties and, therefore, may result in actual amounts that differ from estimates are considered critical because they are particularly dependent on management’s judgment about matters that have a significant level of uncertainty at the time the
28


accounting estimates are made, and changes to those estimates could have a material impact on our financial condition or operating results.

Revenue Recognition and Receivables - Estimating Collectibility
Rental revenue comprises revenue from fixed and variable lease payments, as follows:

Real Estate The naturedesignated within tenant operating leases. Components of our businessthis include contractual rents arising from tenant operating lease agreements, tenant expense reimbursements, and straight-line rental income. We evaluate the collectibility of amounts due from tenants and disputed enforceable charges on both a lease-by-lease and a portfolio-level basis, 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 an owner, redeveloper and operator of retail shopping centers means that we invest significant amounts of capital into our properties. Depreciation, amortization and maintenance costs relatingadjustments to our properties constitute substantial costs for us as well as the industry as a whole. Real estate is capitalized and depreciated on a straight-line basisrental revenue in accordance with GAAPASC 842 Leases which are recorded as rental revenue deemed uncollectible and consistentare included within the line items Rental revenue on our consolidated statements of income and comprehensive income.
Management exercises judgement when evaluating the collectibility of these receivables and will look to both quantitative and qualitative factors. Such factors include tenants’ current credit status, either from third parties or using an internal risk assessment, payment history, amount of outstanding receivables, tenant sales performance, potential liquidity and current economic and sector specific trends. Changes in our assessments of collectibility are recognized as adjustments to rental revenue in accordance with industry standardsASC 842.
These assessments are inherently sensitive as they are based on our bestthe judgement of management and information available at the time of evaluation. We routinely reassess the quantitative and qualitative factors used to derive these estimates ofand believe the assets’ physicalmethods and economic useful lives which range from 3assumptions noted above to 40 years.be reasonable in evaluating collectibility. We periodically reviewhave not had any changes to the estimated lives of our assetsmethods or assumptions used to evaluate collectibility. Although we routinely reassess these estimates, taking into consideration all information available and implement changes, as necessary,future projections, they are subject to these estimates. These assessmentsuncertainty and have a direct impact on our net income. Real estate is carried at cost, net of accumulated depreciationActual results may differ from these estimates 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.can have a material impact on our operating results.


Real estate undergoing redevelopment activities is also carried at cost but no depreciation is recognized. All property operating expenses directly associated withEstate - Estimates Related to Valuing Acquired Assets 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 underway and ends when the project is substantially complete. Generally, a redevelopment is considered substantially completed and ready for its intended use upon completion of tenant improvements, but no later than one year from completion of major construction activity. We make judgments as to the time period over which to capitalize such costs and these assumptions have a direct impact on net income because capitalized costs are not subtracted in calculating net income.

Liabilities
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 acquired liabilities. 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. Based on these estimates, we allocate the purchase price to the applicable assets and liabilities based on their relative fair values at date of acquisition.

In allocating the purchase price to identified intangible assets and liabilities of an acquired property, the value of above-market and below-market leases is estimated based on the present value of the difference between the contractual amounts, including fixed rate below-market renewal options, to be paid pursuant to the in-place leases and our estimate of the market lease rates and other lease provisions for comparable leases measured over a period equal to the estimated remaining term of the lease. Tenant related intangibles and improvements are amortized on a straight-line basis over the related lease term, including any bargain renewal options. 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. We consider qualitative and quantitative factors in evaluating the likelihood of a tenant exercising a below market renewal option and include such renewal options in the calculation of in-place leases. If the value of below-market lease intangibles includes renewal option periods, we include such renewal periods in the amortization period utilized. If a lease terminates prior to its stated expiration, all unamortized amounts relating to that lease are written off.

Since the assessment of fair value and allocation of these amounts is made at the time of acquisition, they are subject to future changes in market conditions and tenants’ ability to continue operations and their exercise of options and renewals. In the case that these assumptions change materially, they could have a material impact on our results and financial statements. During 2022, we acquired two properties and utilized the above factors, including the use of a third party, to allocate the purchase price of these properties among various assets and liabilities. Further information on these allocations can be found in Part II, Item 8, Note 4 of this Annual Report on Form 10-K. We have had no changes to our methods of fair value assessment and allocations during the year ended December 31, 2022.

Real Estate - Estimates Related to Impairments
Our properties are individually reviewedevaluated for impairment whenever events or changes in circumstances 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.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
29


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 anticipated holding periods, orchange based on uncertain market conditions, change, our evaluation of impairment losses may be different and such differences could be material to our consolidated and combined financial statements. Plans to hold properties over longer periods decrease the likelihood of recording impairment losses. The carrying value of a property may also be individually reassessed in the event a casualty occurs at that property. Casualty events may include property damage from a natural disaster or fire. When such an event occurs, management estimates the net book value of assets damaged over the property’s total gross leasable area and adjusts the property’s carrying value to reflect the damages. Estimates are subjective and may change if additional damage is later assessed.assessed or if future cash flows are revised.

Real Estate Held For Sale — When a real estate asset is identified by management as held for sale,During the year ended December 31, 2022, we cease depreciation of the asset and estimate its fair value, net of estimated costs to sell. If the estimated fair value, net of estimated costs to sell, of an asset is less than its net carrying value, an adjustment is recorded to reflect the estimated fair value. Properties classified as real estate held for sale generally represent properties that are under contract for sale and are expected to close within a year.

In evaluating whether a property meets the held for sale criteria, we make a determination ashave had no changes to the pointmethods or assumptions used in time that it is probable that a sale will be consummated. Given the natureour analyses of all real estate sales contracts, it is not unusual for such contracts to allow potential buyers a period of time to evaluate the property prior to formal acceptance of the contract. In addition, certain other matters critical to the final sale, such as financing arrangements, often remain pending even upon contract acceptance. As a result, properties under contract may not close within the expected time period or may not close.

Allowance for Doubtful Accounts We make estimates of the collectibility of our current accounts receivable and straight-line rents receivable which require significant judgment by management. The collectibility of receivables is affected by numerous factors including current economic conditions, bankruptcies, and the ability of the tenant to perform under the terms of their lease agreement. While we make estimates of potentially uncollectible amounts and provide an allowance for them through bad debt expense, actual collectibility could differ from those estimates which could affect our net income.

With respect to the allowance for current uncollectible tenant receivables, we assess the collectibility of outstanding receivables by evaluating such factors as nature and age of the receivable, credit history and current financial condition of the specific tenant including our assessment of the tenant’s ability to meet its contractual lease obligations, and the status of any pending disputes or lease negotiations with the tenant.

The straight-line receivable arises from earnings recognized in excess of amounts currently due under the lease agreements. Due to the nature of the straight-line receivable, the collection period of these amounts typically extends beyond one year. The extended collection period for straight-line rents along with our evaluation of tenant credit risk may result in the deferral of a portion of straight-line rental income until the collection of such income is reasonably assured. These estimates have a direct impact on our earnings.

Revenue Recognition We have the following revenue sources and revenue recognition policies:
Base Rent - income arising from minimum lease payments from tenant leases. These rents are recognized over the non-cancelable term of the related leases on a straight-line basis which includes the effects of rent steps and rent abatements under the leases. We commence revenue recognition when the tenant takes possession of the leased space and the leased space is substantially ready for its intended use. In addition, in circumstances where we provide a lease incentive to tenants, we recognize the incentive as a reduction of rental revenue on a straight-line basis over the term of the lease. We have a limited number of operating leases that contain contingent rental provisions under which fixed rent shall abate, contingent upon timing and completion of property redevelopment. The Company’s policy is to defer recognition of contingent rent abatements until the specified target (i.e. completion of redevelopment) that triggers the contingent rent abatement is achieved.
Percentage Rent - income arising from retail tenant leases that is contingent upon tenant sales exceeding defined thresholds. These rents are recognized only after the contingency has been removed (i.e., when tenant sales thresholds have been achieved).
Tenant Expense Reimbursements - revenue arising from tenant leases which provide for the recovery of all or a portion of the operating expenses, real estate taxes and capital improvements of the respective property. This revenue is accrued in the same periods as the expenses are incurred.
Management, Leasing and Other Fees - income arising from contractual agreements with third parties. This revenue is recognized as the related services are performed under the respective agreements.


Share-Based Compensation — We grant stock options, LTIP units, OP units, restricted share awards and performance-based units to our officers, trustees and employees. Fair value is determined, depending on the type of award, using either the Black-Scholes option-pricing model or the Monte Carlo method, both of which are intended to estimate the fair value of the awards at the grant date. In using the Black-Scholes option pricing model, expected volatilitiesour real estate assets and dividend yieldshave not incurred any material impairment losses. We operate in a business that has significant investments in real estate and our estimates of valuation are primarily based on available implied datasubject to current market conditions and peer group companies’ historical data. The risk-free interest ratetenant operations, which drive future cash flows, and are beyond our control. As these factors can result in changes to our estimates and result in material impairment losses, this is based on the U.S. Treasury yield curve in effect at the time of grant. Share-based compensation expense is included in general and administrative expenses on the consolidated and combined statements of income.deemed a critical accounting estimate.


Recent Accounting Pronouncements

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 provides temporary optional guidance to ease the potential burden in accounting for reference rate reform in contracts and other transactions that reference the London Interbank Offered Rate or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met. ASU 2020-04 and ASU 2021-01 are 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. There were no modifications to our existing debt agreements as a result of reference rate reform in the current year, however, we refinanced two loans in 2022 previously indexed to LIBOR, which are now indexed to SOFR and the Prime Rate. We plan to transition all variable rate loans currently indexed to LIBOR to SOFR, based on discussions with our lenders.
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.

Recent SEC Reporting Updates
On January 11, 2021, the SEC issued Final Rule Release No. 33-10890, Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information. This rule, which became effective on February 10, 2021, adopts amendments to modernize, simplify and enhance certain financial disclosure requirements in Regulation S-K. Specifically, the amendments eliminate the requirement for Selected Financial Data, streamline the requirement to disclose Supplementary Financial Information, and amend Management’s Discussion & Analysis of Financial Condition and Results of Operations (‘‘MD&A’’). We early adopted the amendments to two items resulting in the elimination of Item 301, Selected Financial Data, and the omission of Item 302(a), Supplementary Financial Information. The amendments to Item 303(a)(b) MD&A were adopted in our Form 10-K for the year ended December 31, 2021.
See Note 3 to the audited consolidated and combined financial statements in Part II, Item 8 of this Annual Report on Form 10-K for information regarding recent accounting pronouncements that may affect us. Additionally, see Note 87 to the audited consolidated and combined financial statements in Part II, Item 8 of this Annual Report on Form 10-K for information regarding recent amendments to the Internal Revenue Code.










30


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 expensesexpenditures consist of our property operating and capital expenses,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, which include payroll, professional fees, information technology, office expenses and other administrative expenses; and interest and debt expense is primarily consists of interest on our mortgage debt and amortization of deferred financing costs on our revolving credit agreement.debt. 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 and combined results of operations often are not comparable from period to period due to the impact of property acquisitions, dispositions, developments, redevelopments and redevelopments.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. The current economic climate has increased volatility in the financial markets, which has resulted in a rise in already increasing inflation. 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. The Federal Reserve has taken measures to suppress inflation by way of benchmark interest rate hikes, resulting in an increase in interest rates. As of December 31, 2022, approximately 91% of our outstanding debt is fixed rate, with the remaining 9% indexed to LIBOR, SOFR or the Prime Rate, plus an applicable margin per the loan agreement. We utilize interest rate derivative agreements to hedge the effect of rising interest rates on our variable rate debt. As of December 31, 2022, we were counter-party to one interest rate swap agreement and one interest rate cap agreement, both of which qualify for, and are designated as, hedging instruments. While we have not experienced any material adverse effects at this time, we are actively managing our business to respond to the ongoing economic and social impact from such events. See “Risk Factors” in Part I, Item 1A for more information.
The following provides an overview of our key non-GAAP measures based on our consolidated results of operations (refer to cash NOI, same-property cash NOI and Funds From Operations applicable to diluted common shareholders (“FFO”) described later in this section):
Year Ended December 31,
(Amounts in thousands)20222021
Net income$47,339 $107,815 
FFO applicable to diluted common shareholders(1)
145,172 180,270 
NOI(2)
240,898 223,811 
Same-property NOI(2)
210,062 201,842 
 Year Ended December 31,
(Amounts in thousands)2017 2016
Net income$72,938
 $96,630
FFO applicable to diluted common shareholders(1)
157,762
 136,493
Cash NOI(2)
233,187
 209,661
Same-property cash NOI(2)
187,615
 179,119
(1) Refer to page 3935 for a reconciliation to the nearest generally accepted accounting principles (“GAAP”) measure.
(2) Refer to page 3834 for a reconciliation to the nearest GAAP measure.




















31


Comparison of the Year Ended December 31, 20172022 to December 31, 20162021
Net income for the year ended December 31, 20172022 was $72.9$47.3 million, compared to net income of $96.6$107.8 million for the year ended December 31, 2016.2021. 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 which significantly changed in the year ended December 31, 20172022 as compared to the same period of 2016:2021:
For the year ended December 31,For the year Ended December 31,
(Amounts in thousands)2017 2016 $ Change(Amounts in thousands)20222021$ Change
Total revenue$407,042
 $325,976
 $81,066
Total revenue$397,938 $425,082 $(27,144)
Property operating expenses50,894
 45,280
 5,614
General and administrative expenses30,413
 27,438
 2,975
Depreciation and amortization82,281
 56,145
 26,136
Depreciation and amortization98,432 92,331 6,101 
Real estate taxes59,737
 51,429
 8,308
Real estate taxes61,864 63,844 (1,980)
Casualty and impairment loss7,382
 
 7,382
Provision for doubtful accounts3,445
 1,214
 2,231
Property operating expensesProperty operating expenses74,334 68,531 5,803 
General and administrativeGeneral and administrative43,087 39,152 3,935 
Gain on sale of real estate202
 15,618
 (15,416)Gain on sale of real estate353 18,648 (18,295)
Interest incomeInterest income1,107 360 747 
Interest and debt expense56,218
 51,881
 4,337
Interest and debt expense58,979 57,938 1,041 
Loss on extinguishment of debt35,336
 
 35,336
Income tax benefit (expense)278
 (804) 1,082
Income tax expenseIncome tax expense2,903 1,139 1,764 
Total revenue increaseddecreased by $81.1$27.1 million to $407.0$397.9 million in the year ended December 31, 20172022 from $326.0$425.1 million in the year ended December 31, 2016.2021. The increasedecrease is primarily attributable to:
$39.247.5 million decrease in income from acquired leasehold interest due to the write-offnon-cash revenues driven by accelerated amortization of the unamortizedbelow-market intangible liability related to the below-market ground lease acquiredliabilities in connection with the acquisition of the groundcertain lease at Shops at Bruckner;terminations in 2021; and
$32.60.8 million decrease in management and development fee income; offset by
$16.2 million increase as a result of property acquisitions net of dispositions;
$6.33.2 million increasedecrease in tenant expense reimbursements due to an increase in recoverable expensesrental revenue deemed uncollectible; and revenue from recoverable capital projects; and
$4.51.8 million net increase in property rentals and tenant reimbursements due to rent commencements, contractual rent increases and an increase in percentage rental income, net ofhigher tenant vacancies primarily at properties undergoing development, partially offset bysales.
$1.3 million decrease in other income due to a decrease in tenant bankruptcy settlement income received during 2017;Depreciation and
$0.2 million decrease in management and development fee income.
Property operating expenses amortization increased by $5.6$6.1 million to $50.9$98.4 million in the year ended December 31, 20172022 from $45.3$92.3 million in the year ended December 31, 2016.2021. The increase is primarily attributable to:
$9.7 million increase as a result of property acquisitions net of dispositions; offset by
$3.6 million decrease due to assets taken out of service for active redevelopment projects and write-offs of fully depreciated assets and lease intangibles as a result of lease terminations and recurring depreciation.
Real estate tax expense decreased by $2.0 million to $61.9 million in the year ended December 31, 2022 from $63.8 million in the year ended December 31, 2021. The decrease is primarily attributable to:
$2.4 million decrease as a result of successful tax appeals and lowered assessments; and
$2.1 million of real estate taxes capitalized in connection with active development, redevelopment and anchor repositioning projects; offset by
$2.5 million increase as a result of property acquisitions net of dispositions.
Property operating expenses increased by $5.8 million to $74.3 million in the year ended December 31, 2022 from $68.5 million in the year ended December 31, 2021. The increase is primarily attributable to:
$3.0 million higher common area maintenance expenses across the portfolio as a result of increased repairs and maintenance, utility usage, cleaning, and landscaping at our properties in 2022 and spend reductions in 2021; and
$2.8 million increase as a result of property acquisitions net of dispositions.
General and administrative expenses increased by $3.9 million to $43.1 million in the year ended December 31, 2022 from $39.2 million in the year ended December 31, 2021. The increase is primarily attributable to:
$2.5 million of executive transition costs including accelerated amortization of unvested equity awards recognized during 2022; and
$1.4 million increase in professional fees, marketing, transaction and other expenses.
A gain on the sale of real estate of $0.4 million was recognized in 2022 in connection with the release of escrow funds related to a property disposed of in a prior period. We recognized a gain on sale of real estate of $18.6 million in 2021 related to the sale of three properties and one property parcel.
32


Interest income increased by $0.7 million to $1.1 million in the year ended December 31, 2022 from $0.4 million in the year ended December 31, 2021. The increase is primarily attributable to an increase in common area maintenance expenses as a result of acquisitions that closed in 2017.interest rates on our cash deposits.
GeneralInterest and administrative expensesdebt expense increased by $3.0$1.0 million to $30.4$59.0 million in the year ended December 31, 20172022 from $27.4$57.9 million in the year ended December 31, 2016.2021. The increase is primarily attributable to:
$2.4 million net increase in employment costs including $1.74.3 million increase in share based compensationinterest expense in connection with the mortgage loans obtained for the acquisitions of Woodmore Towne Centre in December 2021 and $0.5The Shops at Riverwood in June 2022; and
$3.1 million severance expense; and
$0.6 million net increase in legal, other professional feesinterest expense due to higher rates on our variable rate loans and costs relatedthe refinancing of our mortgage loans at Plaza at Cherry Hill and Plaza at Woodbridge in the second quarter of 2022; offset by
$6.4 million increase in capitalized interest expense due to information technology.an increase in active development, redevelopment and anchor repositioning projects.
Depreciation and amortizationIncome tax expense increased by $26.1$1.8 million to $82.3$2.9 million in the year ended December 31, 20172022 from $56.1$1.1 million in the year ended December 31, 2016.2021. The increase is primarily attributable to:
$23.1 million increase as a result of acquisitions net of dispositions that closed in 2017 and 2016; and
$3.4 million increase from development projects and tenant improvements placed into service in 2017 and 2016, partially offset by
$0.4 million decrease in tenant intangibles due to write-offs from tenants vacating in 2016.
Real estate taxes increased by $8.3 million to $59.7 million in the year ended December 31, 2017 from $51.4 million in the year ended December 31, 2016. The increase is primarily attributable to:
$5.0 million increase as a result of acquisitions net of dispositions that closed in 2017 and 2016; and
$3.3 million increase due to higher assessed values and tax refunds received in 2016.


Casualty and impairment losses of $7.4 million were recognized in the year ended December 31, 2017 as a result of the following events:
$3.5 million real estate impairment loss on our property in Eatontown, NJ, prior to sale on June 30, 2017; and
$3.9 million casualty loss incurred as a result of Hurricane Maria, consisting of a $2.2 million write-off of the estimated net book value of the fixed assets damaged by the hurricane, and $1.7 million of hurricane related expenses.
Provision for doubtful accounts increased by $2.2 million to $3.4 million in the year ended December 31, 2017 from $1.2 million in the year ended December 31, 2016 primarily due to $1.3 million provision for doubtful accounts recorded for tenants impacted by Hurricane Maria.
We recognized a gain on the sale of real estate in 2017 of $0.2 million as a result of the sale of excess land at our property in Kearny, NJ on September 8, 2017. We recognized a gain on the sale of real estate of $15.6 million as a result of the saleperformance of our propertyproperties in Waterbury, CT on June 9, 2016.Puerto Rico and final adjustments to state and local income taxes in 2021.
Interest and debt expense increased by $4.3 million to $56.2 million in the year ended December 31, 2017 from $51.9 million in the year ended December 31, 2016. The increase is primarily attributable to:
$4.5 million increase in interest from loans issued and assumed on acquisitions closed since December 2016;
$3.6 million increase in interest due to 18 new individual, non-recourse mortgage financings totaling $710 million closed during the fourth quarter of 2017; and
$0.5 million increase in interest due to the mortgage loan refinancing secured by our Tonnelle Commons property in North Bergen, NJ, partially offset by
$4.1 million net decrease in interest due to principal paydowns and refinancing of the $544 million cross-collateralized mortgage loan; and
$0.2 million increase of interest capitalized related to additional development projects.
Loss on extinguishment of debt of $35.3 million in the year ended December 31, 2017 was recognized as a result of the following events:
$34.1 million charge related to the early debt extinguishment in connection with the refinancing of our $544 million cross-collateralized mortgage consisting of a $31.1 million defeasance expense and $3.0 million write-off of unamortized deferred financing fees; and
$1.3 million charge from the refinancing our mortgage loan secured by our Tonnelle Commons property in North Bergen, NJ, consisting of a $1.1 million prepayment penalty and $0.2 million of unamortized deferred financing fees on the original loan.
Income tax expense decreased by $1.1 million resulting in an income tax benefit of $0.3 million in the year ended December 31, 2017 from $0.8 million of expense in the year ended December 31, 2016 primarily due to the impact of the losses from Hurricane Maria in 2017.


























Comparison of the Year Ended December 31, 20162021 to 2015December 31, 2020

Net income forDiscussions of 2020 items and comparisons between the year ended December 31, 2016 was $96.6 million, compared to net income2021 and 2020, respectively, that are not included in this Report can be found in “Management’s Discussion and Analysis of $41.3 millionFinancial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015. The following table summarizes certain line items from2021.

Non-GAAP Financial Measures
We use NOI internally to make investment and capital allocation decisions and to compare the unlevered performance of our consolidated and combined statements of income thatproperties 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 important in understanding our operations and/or those items which significantly changed in the year ended December 31, 2016 as comparedmore closely related to the same perioda property’s results of 2015:
 For the year ended December 31,
(Amounts in thousands)2016 2015 $ Change
Total revenue$325,976
 $322,945
 $3,031
Real estate tax expenses51,429
 49,311
 2,118
Property operating expenses45,280
 50,595
 (5,315)
General and administrative expenses27,438
 32,044
 (4,606)
Transaction costs1,405
 24,011
 (22,606)
Gain on sale of real estate15,618
 
 15,618
Interest and debt expense51,881
 55,584
 (3,703)
Income tax expense804
 1,294
 (490)
Total revenue of $326.0 million in the year ended December 31, 2016 increased $3.0 million from $322.9 million in the year ended December 31, 2015. The increase is primarily attributable to:
$4.4 millionoperations. We calculate NOI by adjusting net increase in property rentals dueincome to rent commencements from higher occupancy, contractual rent increasesadd back depreciation and increase in specialty leasingamortization expense, general and administrative expenses, casualty and real estate impairment losses, interest and debt expense, income offset by tenant vacancies at development projects;
$0.5 million net increase associated with properties acquiredtax expense and sold in 2016non-cash lease expense, and 2015;
$0.3 million increase in tenant expense reimbursements due to recoveries derived from the growth in capital improvements partially offset by a decrease in recoverable expenses;
partially offset by $1.7 million lower tenant bankruptcy settlement income; and
$0.5 million decrease indeduct management and development fee income due tofrom non-owned properties, under management sold during 2015.
Real estate tax expenses increased by $2.1 million to $51.4 million in the year ended December 31, 2016 from $49.3 million in the year ended December 31, 2015. The increase is primarily attributable to:
$2.3 million increase due to higher assessed values and tax refunds received in 2015;
$0.5 million increase due to the acquisition of Cross Bay Commons in December 2015; and
partially offset by $0.7 million of additional real estate taxes capitalized related to space taken out of service for development and redevelopment projects.
Property operating expenses decreased by $5.3 million to $45.3 million in the year ended December 31, 2016 from $50.6 million in the year ended December 31, 2015. The decrease is primarily attributable to:
$3.2 million lower common area maintenance expenses;
$1.4 million of environmental remediation costs accrued in 2015; and
$0.7 million decrease in non-recoverable operating expenses including property level litigation costs.
General and administrative expenses decreased by $4.6 million to $27.4 million in the year ended December 31, 2016 from $32.0 million in the year ended December 31, 2015. The decrease is primarily attributable to:
$7.1 million of share-based compensation expense incurred in 2015 in connection with the one-time issuance of LTIP units to certain executives in connection with our separation transaction; and
partially offset by $2.5 million of share-based compensation expense incurred in 2016 due to equity awards granted and the vesting of existing equity awards.
Transaction costs decreased $22.6 million to $1.4 million in the year ended December 31, 2016 from $24.0 million in the year ended December 31, 2015. The decrease is primarily due to costs incurred in connection with the separation transaction in 2015.
Gaingains on sale of real estate, assetsinterest income, non-cash rental income resulting from the straight-lining of $15.6 millionrents 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 the year ended December 31, 2016 was recognized asNOI (as described above) and excluding properties that were under development, redevelopment or that involve anchor repositioning where a resultsubstantial portion of the salegross leasable area is taken out of our propertyservice, and also excluding properties acquired or sold during the periods being compared. We also exclude for the following items in Waterbury, CT on June 9, 2016. The sale completedcalculating 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 reverse Section 1031 tax deferred exchange transaction withdevelopment, redevelopment, acquisition or disposition of properties during the acquisition of Cross Bay Commons.
Interestperiods presented, and debt expense decreased $3.7 million to $51.9 million inthus provides a more consistent performance measure for the year ended December 31, 2016 from $55.6 million in the year ended December 31, 2015. The decrease is primarily attributable to:
$1.9 million of additional interest capitalized related to increased levels of development and redevelopment;


$1.1 million of costs expensed in connection with the refinancingcomparison of the loan securedoperating 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 Montehiedra in January 2015; andothers.
$0.7 million due to a lower mortgage payable balance as a result of scheduled principal payments and debt prepayment in connection with the sale of our property in Waterbury, CT during the second quarter of 2016.
Income tax expense decreased $0.5 million resulting in income tax expense of $0.8 million in the year ended December 31, 2016 from $1.3 million of expense in the year ended December 31, 2015 as a result of a $0.6 million reduction to the accrued income tax liability recorded during 2016, partially offset by the current period income tax expense accrual.

Non-GAAP Financial Measures

Throughout this section, we have provided certain information on a “same-property” cash basis which includes the results of operations that were owned and operated for the entirety of the reporting periods being compared, totaling 74which total 68 properties for the twelve monthsyears ended December 31, 20172022 and 2016.2021. 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, under contract to be sold, or that are in the foreclosure processsold 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 cash NOI from the project is realized.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.

33

We calculate same-property cash NOI using net income as defined by GAAP reflecting only those income and expense items that are incurred at the property level, adjusted for the following items: lease termination fees, bankruptcy settlement income, non-cash rental income and ground rent expense and income or expenses that we do not believe are representative of ongoing operating results, if any.


The most directly comparable GAAP financial measure to cash NOI is net income. Cash 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 cash NOI by adjusting GAAP operating income to add back depreciation and amortization expense, general and administrative expenses, casualty and real estate impairment losses and non-cash ground rent expense, and deduct non-cash rental income resulting from the straight-lining of rents and amortization of acquired below market leases net of above market leases.

We use cash NOI internally to make investment and capital allocation decisions and to compare the unlevered performance of our properties to our peers. Further, we believe cash NOI is useful to investors as a performance measure because, when compared across periods, cash 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 operating income or net income. As such, cash NOI assists in eliminating disparities in net income due to the development, redevelopment, acquisition or disposition of properties during the periods presented, and thus provides a consistent performance measure for the comparison of the operating performance of the Company’s properties. Cash NOI and same-property cash NOI should not be considered substitutes for operating income or net income and may not be comparable to similarly titled measures employed by others.
Same-property cash NOI increased by $8.5$8.2 million, or 4.7%4.1%, for the twelve monthsyear ended December 31, 20172022 as compared to the twelve monthsyear ended December 31, 2016.












2021. Same-property NOI, including properties in redevelopment, increased by $6.4 million, or 2.9%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021. The comparability of results for the years ended December 31, 2022 and 2021 were impacted by the write-off and subsequent collection of rental revenues previously deemed uncollectible, as well as lease modifications executed in 2021.
The following table reconciles net income to cash NOI and same-property cash NOI for the years ended December 31, 20172022 and 2016.2021.
For the year ended December 31,
(Amounts in thousands)20222021
Net income$47,339 $107,815 
Other expense(125)(561)
Depreciation and amortization98,432 92,331 
General and administrative expense43,087 39,152 
Real estate impairment loss— 468 
Gain on sale of real estate(353)(18,648)
Interest income(1,107)(360)
Interest and debt expense58,979 57,938 
Income tax expense2,903 1,139 
Non-cash revenue and expenses(1)
(8,257)(55,463)
NOI240,898 223,811 
Adjustments:
Sunrise Mall net operating loss2,544 3,031 
Tenant bankruptcy settlement income and lease termination income(822)(1,313)
Real estate tax settlements related to prior periods(2)
(1,441)— 
Non-same property NOI and other(3)
(31,117)(23,687)
Same-property NOI$210,062 $201,842 
Adjustments:
NOI related to properties being redeveloped19,054 20,915 
Same-property NOI including properties in redevelopment$229,116 $222,757 
 For the year ended December 31,
(Amounts in thousands)2017 2016
Net income$72,938
 $96,630
Add: income tax (benefit) expense(278) 804
  Interest income(2,248) (679)
  Gain on sale of real estate(202) (15,618)
  Interest and debt expense56,218
 51,881
  Loss on extinguishment of debt35,336
 
Management and development fee income from non-owned properties(1,535) (1,759)
Other income(235) (121)
Depreciation and amortization82,281
 56,145
Casualty and impairment loss(6)
7,382
 
General and administrative expense30,413
 27,438
Transaction costs278
 1,405
Less: non-cash revenue and expenses(47,161) (6,465)
Cash NOI(1)
233,187

209,661
Adjustments:   
Non-same property cash NOI(1)(2)
(46,766) (28,164)
Hurricane related operating loss(4)
1,267
 
Construction settlement due to tenant902
 
Tenant bankruptcy settlement income(3)
(975) (2,378)
Same-property cash NOI$187,615
 $179,119
Adjustments:   
Cash NOI related to properties being redeveloped(5)
25,304
 22,846
Same-property cash NOI including properties in redevelopment$212,919

$201,965
(1) Cash NOI is calculated as total property revenues less property operating expenses, excludingAmount for the net effectsyear ended December 31, 2021 includes accelerated amortization of non-cash$45.9 million of below-market intangible liabilities (classified within rental revenue in the consolidated statements of income and non-cash ground rent expense.comprehensive income).
(2) Non-same property cash NOI for the year ended December 31, 20172022 includes cash$1.4 million of prior year real estate tax adjustments for the settlement of successful appeals.
(3) Non-same property NOI includes NOI related to properties being redeveloped and properties acquired or disposed or in foreclosure. Includes $0.9 million of hurricane operating losses at Montehiedra that are subject to reimbursement from the insurance company.period.
(3) Tenant bankruptcy settlement income includes lease termination income.
(4) Amounts reflect rental and tenant reimbursement losses as well as provisions against outstanding amounts due from tenants at Las Catalinas that are subject to reimbursement from the insurance company.
(5) Excludes $0.9 million of rental and tenant reimbursement losses as well as provisions against outstanding amounts due from tenants at Montehiedra that are subject to reimbursement from the insurance company for the year ended December 31, 2017.
(6) Casualty and impairment lossfor the year ended December 31, 2017 include $1.7 million hurricane related expenses, $2.2 million write-off of net book value of assets damaged and $3.5 million real estate impairment loss incurred in connection with the sale of the Company's Eatontown property.





















34


Funds From Operations
FFO applicable to diluted common shareholders for the year ended December 31, 20172022 was $157.8$145.2 million compared to $136.5$180.3 million for the year ended December 31, 2016.

2021.
We calculate FFO in accordance with the National Association of Real Estate Investment Trusts’ (‘‘NAREIT’Nareit’’) definition. NAREITNareit defines FFO as net income (computed in accordance with GAAP), excluding gains (or losses) from sales of depreciateddepreciable real estate assets,and land when connected to the main business of a REIT, impairments on depreciable real estate impairment losses,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 years ended December 31, 2022 and 2021.
For the year ended December 31,For the year ended December 31,
(Amounts in thousands)2017 2016(Amounts in thousands)20222021
Net income$72,938
 $96,630
Net income$47,339 $107,815 
Less (net income) attributable to noncontrolling interests in:   
Less net (income) loss attributable to noncontrolling interests in:Less net (income) loss attributable to noncontrolling interests in:
Operating partnership(5,824) (5,812)Operating partnership(1,895)(4,296)
Consolidated subsidiaries(44) (3)Consolidated subsidiaries726 (833)
Net income attributable to common shareholders67,070
 90,815
Net income attributable to common shareholders46,170 102,686 
Adjustments:   Adjustments:
Rental property depreciation and amortization81,401
 55,484
Rental property depreciation and amortization97,460 91,468 
Gain on sale of real estateGain on sale of real estate(353)(18,648)
Real estate impairment loss3,467
 
Real estate impairment loss— 468 
Gain on sale of real estate
 (15,618)
Limited partnership interests in operating partnership(1)
5,824
 5,812
Limited partnership interests in operating partnership(1)
1,895 4,296 
FFO applicable to diluted common shareholders$157,762
 $136,493
FFO applicable to diluted common shareholders$145,172 $180,270 
(1) Represents earnings allocated to LTIPLong-Term Incentive Plan (“LTIP”) and OP unit holdersOperating Partnership (“OP”) unitholders for unissued common shares, which have been excluded for purposes of calculating earnings per diluted share for the periods presented. FFO applicable to diluted common shareholders calculations includes earnings allocated to LTIP and OP unit holders. For the year ended December 31, 2017 calculation, the weighted average share total includes the redeemable shares outstanding as their inclusion is dilutive. For the year ended December 31, 2016, the respective weighted average share totalspresented because they are excluded because their inclusion is anti-dilutive.





35





Liquidity and Capital Resources

Due to the nature of our business, we typically generate significant amounts of cash from operations; however, 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 REITREIT’s ordinary taxable income each year. OurOur Board of Trustees declared a quarterly dividend of $0.22$0.16 per common share and OP Unitunit for each of the four quarters in 2017,2022, or an annual rate of $0.88. We expect to pay$0.64. Historically, we have paid regular cash dividends,dividends; however, the timing, declaration, amount and payment of distributions to shareholders and unitholders of the Operating Partnership fallsfall within the discretion of our Board of Trustees. Our Board of Trustees’ decisions regarding the payment of dividends dependsdepend on many factors, such as maintaining our REIT tax 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 providehave 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. Additionally, we have an $800 million revolving credit agreement with certain financial institutions which has a maturity date of February 9, 2027 and includes two six-month extension options. See Note 6 to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for more information on our revolving credit agreement.

Our short-term liquiditycash requirements consist of normal recurring operating expenses, lease obligations, regular debt service requirements, recurring expenditures (general &general and administrative expenses),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 $329 million of debt maturing within the next 12 months related to mortgage loans encumbering three of our properties and are actively exploring our options to refinance them.

At December 31, 2017,2022, we had cash and cash equivalents, including restricted cash, of $501$128.8 million and no amounts drawn on our $800 millionrevolving credit agreement. In addition,These amounts are readily available to fund the Company has the following sources of capital available:
 Year Ended December 31,
(Amounts in thousands)2017
ATM equity program(1)
 
Original offering amount$250,000
Available capacity$241,300
  
Revolving credit agreement(2)
 
Total commitment amount$600,000
Available capacity$600,000
Maturity(3)
March 7, 2021
(1) Refer to Note 15 to the consolidated and combined financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
(2) Refer to Note 7 to the consolidated and combined financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
(3)On March 7, 2017, we amended and extended our revolving credit agreement. The amendment increased the credit facility size by $100 million to $600 million and extended the maturity date to March 7, 2021 with two six-month extension options.

On May 10, 2017, the Company issued 7.7 million common shares of beneficial interest in an underwritten public offering pursuant to the Company’s effective shelf registration statement previously filed on Form S-3 (File No. 333-212951) with the SEC on August 5, 2016. This offering generated cash proceeds of $193.5 million, net of $1.3 million of issuance costs.

On August 4, 2017, the Company issued 6.25 million common shares of beneficial interest to a large institutional investor at a net price of $24.80 per share, pursuant to the Company’s effective shelf registration statement previously filed on Form S-3 (File No. 333-212951) with the SEC on August 5, 2016. The issuance was a direct sale with no underwriter or placement agent such that net cash proceeds to the Company were $155 million.

On January 4, 2017, we issued 1.8 million OP units in connection with the acquisition of Yonkers Gateway Center at a value of $27.09 per unit. On May 24 and 25, 2017 we issued 2.6 million OP units and 1.9 million OP units, respectively, in connection with the Portfolio acquisition at a value of $27.02 per unit.
We have one mortgage loan, secured by our property in Englewood, NJ, scheduled to mature in 2018. As of December 31, 2017, the outstanding principal balance of this mortgage loan totaled $11.5 million. During 2017, our property in Englewood, NJ was transferred to a receiver. Subsequent to December 31, 2017, the property was sold at a foreclosure sale. Upon issuance of the court’s order approving the sale and discharging the receiver, all assets and liabilities related to the property will be removed. We


have no other debt scheduled to mature until 2021. We currently believe that cash flows from operations overobligations discussed above which are coming due within the next 12 months, together with cash on hand, our ATM equity program, our revolving credit agreement and our general ability to access the capital markets will be sufficient to finance our operations and fund our debt service requirements and capital expenditures.year.


Summary of Cash Flows

Cash and cash equivalents, including restricted cash, was $500.8$128.8 million at December 31, 2017,2022, compared to $140.2$219.8 million as of December 31, 2016, an increase2021, a decrease of $360.6$91.1 million.

Our cash flow activities are summarized as follows:
Year Ended December 31,Year Ended December 31,
(Amounts in thousands)2017 2016 2015(Amounts in thousands)20222021
Net cash provided by operating activities$157,898
 $137,249
 $138,078
Net cash provided by operating activities$139,618 $135,273 
Net cash used in investing activities(295,732) (59,230) (66,415)Net cash used in investing activities(151,913)(311,160)
Net cash provided by (used in) financing activities498,489
 (115,858) 93,795
Net cash used in financing activitiesNet cash used in financing activities(78,767)(23,530)
Operating Activities
Net cash provided by operating activities primarily consists of cash inflows from tenant rent and tenant expense reimbursementsrental revenue and cash outflows for property operating expenses, general and administrative expenses and interest and debt expense.
ForNet cash provided by operating activities for the year ended December 31, 2017, net cash provided2022 increased by operating activities of $157.9$4.3 million was comprised of $161.3 million of cash from operating income and a net decrease of $3.4 million in cashas compared to December 31, 2021, due to timingnew lease commencements and collection of cash receiptspreviously billed and payments related to changes in operating assets and liabilities.deferred amounts from 2021.
For the year ended December 31, 2016, net cash provided by operating activities of $137.2 million was comprised of $140.1 million of cash from operating income and $2.9 million net decrease in cash due to timing of cash receipts and payments related to changes in operating assets and liabilities.
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 $295.7 million for the year ended December 31, 2017, increased2022, decreased by $236.5$159.2 million from $59.2 million for the year endedcompared to December 31, 2016. The activity was comprised of2021 due to a (i) $211.4$216.4 million netdecrease in cash used for acquisitions, offset by (ii) $36.5 million decrease in acquiring nine real estate assets duringcash provided by the year, with total gross leasable areasale of 2.0properties and operating leases, and (iii) $20.7 million sf, and (ii) $89.3 million netincrease in cash used infor real estate development and capital improvements at existing properties, partially offset by (iii) $5.0improvements.
The Company has 25 active development, redevelopment or anchor repositioning projects with total estimated costs of $216.0 million, of proceeds from the salewhich $56.3 million has been incurred and $159.7 million remains to be funded as of our property in Eatontown, NJ and the sale of excess land in Kearny, NJ.December 31, 2022.
Net
36


The following summarizes capital expenditures presented on a cash used in investing activities of $59.2 millionbasis for the yearyears ended December 31, 2016 was comprised of (i) $69.9 million of real estate additions2022 and (ii) $9.3 million from the acquisition of real estate, partially offset by (iii) $19.9 million of proceeds from the sale of operating properties.2021:

Year Ended December 31,
(Amounts in thousands)20222021
Capital expenditures:
Development and redevelopment costs$77,360 $76,750 
Capital improvements36,285 14,944 
Tenant improvements and allowances2,399 3,683 
Total capital expenditures$116,044 $95,377 
Financing Activities
Net cash flow provided byused 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 provided byused in financing activities of $498.5 million for the year ended December 31, 20172022, increased by $614.3$55.2 million from net cash used in financing activities of $115.9 million for the year ended December 31, 2016. The activity was comprised2021 primarily due to (i) $80.2 million increase in debt repayments primarily related to the refinancing of (i) $935.7the mortgage loans encumbering Plaza at Cherry Hill and Plaza at Woodbridge in 2022, (ii) $13.8 million ofdecrease in proceeds from borrowings attributable tounder mortgage loans, (iii) $7.3 million of deferred financing fees paid in 2022 in connection with the issuanceincrease and extension of 18 non-recourse secured mortgages,our line of credit under our revolving credit agreement and the refinancing of our Tonnelle Commons mortgage loanloans at Plaza at Cherry Hill and mortgages assumedPlaza at Woodbridge, and issued to fund acquisitions, (ii) $348.4(iv) $4.6 million of proceeds from the issuance of common shares attributable to an underwritten public offering, and a direct sale of common shares with a large institutional investor, partiallydecrease in cash contributed by noncontrolling interests, offset by (iii) $536.5(v) $50.7 million used to purchase marketable securitiesdecrease in connection with debt defeasance, (iv) $129.6 million for debt repayments, (v) $104.9 million of distributions paid to common shareholders and unitholders of the Operating Partnership (vi) $13.2 millionfor the declaration of debt issuance costs, (vii) $1.1 million payment on extinguishmenta special dividend in the fourth quarter of debt attributable to2020, paid in January 2021.
On June 23, 2022, in conjunction with the refinancing of our Tonnelle Commonsthe mortgage loan and (viii) $0.3 million of taxes withheld on vested restricted units.


Net cash used in financing activities of $115.9 million for the year ended December 31, 2016, was comprised of (i) $86.3 million of distributions paid to common shareholders and unitholders of the Operating Partnership and (ii) $38.5 million for debt repayments, partially offset by (iii) $8.9 million of proceeds from the issuance of common shares including shares issued underencumbering our ATM equity program.

Financing Activities and Contractual Obligations
Below is a summary of our outstanding debt and weighted average interest rate as of December 31, 2017.
(Amounts in thousands) Principal balance at December 31, 2017 Weighted Average Interest Rate at December 31, 2017
Mortgages payable:    
Fixed rate debt $1,408,817
 4.14%
Variable rate debt(1)
 169,500
 3.10%
Total mortgages payable 1,578,317
 4.03%
Unamortized debt issuance costs (13,775)  
Total mortgages payable, net of unamortized debt issuance costs $1,564,542
  
(1) As of December 31, 2017, $80.5 million of our variable rate debt bears interestproperty Plaza at one month LIBOR plus 190 bps and $89 million of our variable rate debt bears interest at one month LIBOR plus 160 bps.

The net carrying amount of real estate collateralizing the above indebtedness amounted to approximately $1.3 billion as of December 31, 2017. Our mortgage loans contain covenants that limit our ability to incur additional indebtedness on these properties and in certain circumstances, require lender approval of tenant leases and/or yield maintenance upon repayment prior to maturity. As of December 31, 2017, we were in compliance with all debt covenants.

On January 15, 2015,Woodbridge, we entered into a $500 million Revolving Credit Agreementan interest rate cap agreement (the “Agreement”“Cap Agreement”) with certain financial institutions.a third party to limit the maximum SOFR of our floating rate debt to 3%. On March 7, 2017,the date of the Cap Agreement, we elected to designate cash flow hedge accounting for this derivative instrument. Refer to Note 3 and Note 9 in Part II, Item 8 of this Annual Report on Form 10-K for more information related to derivatives and hedging.
On August 9, 2022, we amended and extendedrestated our revolving credit agreement to, among other things, increase the Agreement. The amendment increasedavailable amount under the credit facility size by $100$200 million to $600$800 million and extendedextend the maturity date to March 7, 2021February 9, 2027, with two six-month extension options. Borrowings under the Agreement are subjectcredit facility may be used to interest at LIBOR plus an applicable marginfinance pre-development costs, development costs, acquisitions, working capital, equity investments, debt investments, capital expenditures and repayment of 1.10%indebtedness, to 1.55%pay fees and an annual facility fee of 15 to 35 basis points. Both the spread over LIBOR and the facility fee are based on our current leverage ratio and are subject to increase if our leverage ratio increases above predefined thresholds. The Agreement contains customary financial covenants, including a maximum leverage ratio of 60% and a minimum fixed charge coverage ratio of 1.5x. No amounts have been drawn to date under the Agreement.

On March 29, 2017, we refinanced the $74 million, 4.59% mortgage loan secured by our Tonnelle Commons property in North Bergen, NJ, increasing the principal balance to $100 million with a 10-year fixed rate mortgage, at 4.18%. As a result, we recognized a loss on extinguishment of debt of $1.3 million during the twelve months ended December 31, 2017 comprised of a $1.1 million prepayment penalty and write-off of $0.2 million of unamortized deferred financing fees on the original loan.

In connection with retail assets acquired during the year ended December 31, 2017, we assumed $69.4 million of existing mortgages, secured by the acquired properties, including $12.6 million with the acquisition of Shops at Bruckner on January 17, 2017, $23.8 million with the acquisition of Hudson Mall on February 2, 2017, and $33 million with the acquisition of Yonkers Gateway Center on May 24, 2017. In addition, we obtained $126 million of non-recourse, secured mortgage debt on May 24 and 25, 2017,expenses incurred in connection with the acquisitionamended and restated revolving credit agreement and for other general corporate purposes. As of a portfolioDecember 31, 2022, there were no amounts drawn on the facility. Refer to Note 6 in Part II, Item 8 of seven retail assets comprising 1.5this Annual Report on Form 10-K for more information related to our revolving credit agreement.
On August 15, 2022, we entered into an equity distribution agreement with various sales agents, pursuant to which we may offer and sell common shares, par value $0.01 per share, with an aggregate gross sales price of up to $250 million sf of gross leasable area.

During the fourth quarter of 2017, we completed 18 individual, non-recourse mortgage financings totaling $710 million.(the “ATM Program”). The new mortgages have a weighted average interest rate of 4.0% with a weighted average term to maturity of 10 years. The proceeds received were used to legally defease and prepayATM Program replaces the Company’s $544 million mortgage, cross-collateralized by 39 assets and scheduled to matureprevious at-the-market program established in 2020. The cross-collateralized mortgage loan had a weighted average interest rateJune 2021. As of 4.2%. As a result of the refinancing, the Company generated $120 million of additional cash proceeds net of refinancing costs, and recognized a $34.1 million loss on extinguishment of debt in the year ended December 31, 2017.

During 2017, our property2022 we have not issued any common shares under the ATM Program. Refer to Note 14, Equity and Noncontrolling Interest, in Englewood, NJ was transferred to a receiver. Subsequent to December 31, 2017, the property was sold at a foreclosure sale. Upon issuancePart II, Item 8 of the court’s order approving the sale and discharging the receiver, all assets and liabilitiesthis Annual Report on Form 10-K for more information related to the property will be removed.this program.



Contractual Obligations



We have contractual obligations related to our mortgage loans described furtherthat are both fixed and variable. Our variable rate loans bear interest at a floating rate based on LIBOR, SOFR and the Prime Rate plus an applicable margin ranging from 0.5% to 2.26%. When LIBOR is discontinued, the interest rates of our LIBOR-indexed debt following such event will be based on either alternate base rates, such as SOFR, or agreed upon replacement rates. We do not anticipate that the discontinuation of LIBOR will impact our ability to borrow or maintain already outstanding borrowings, but it could result in higher interest rates and accordingly, higher costs of borrowing to us. Further information on our mortgage loans can be found in Note 76 to the consolidated and combined financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. 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. Below is a summary of our contractual obligations as of December 31, 2017:2022:
37


 Commitments Due by PeriodCommitments Due by Period
(Amounts in thousands) Total Less than 1 year 1 to 3 years 3 to 5 years More than 5 years(Amounts in thousands)TotalLess than 1 year1 to 3 years3 to 5 yearsMore than 5 years
Contractual cash obligations          Contractual cash obligations
Long-term debt obligations(1)
 $2,063,703
 $80,585
 $138,245
 $341,967
 $1,502,906
Long-term debt obligations(1)
$1,971,471 $412,788 $340,947 $614,539 $603,197 
Operating lease obligations 66,789
 9,091
 15,558
 11,521
 30,619
Operating lease obligations(2)
Operating lease obligations(2)
82,875 9,321 15,286 12,661 45,607 
Finance lease obligations(2)
Finance lease obligations(2)
6,750 109 218 251 6,172 
 $2,130,492

$89,676

$153,803

$353,488

$1,533,525
$2,061,096 $422,218 $356,451 $627,451 $654,976 
(1) Includes interest and principal payments. Interest on variable rate debt is computed using rates in effect as of December 31, 2017.2022. See Note 6 to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further information.
(2) See Note 8 to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further information.
Additional contractual obligations that have been excluded from this table are as follows:
Obligations related to construction and development contracts, since amounts are not fixed or determinable. Such contracts will generally be due over the next two years;
Obligations related to maintenance contracts, since these contracts typically can be canceled upon 30 to 60 days’ notice without penalty;
Obligations related to employment contracts with certain executive officers, since all agreements are subject to cancellation by either the Company or the executive without cause upon notice; and
Recorded debt premiums or discounts that are not obligations.

Capital Expenditures
The following summarizes capital expenditures presented on aWe believe that cash basis for the years ended December 31, 2017 and 2016:
  Year Ended December 31,
(Amounts in thousands) 2017 2016
Capital expenditures:   
Development and redevelopment costs $60,477
 $51,585
Capital improvements 13,181
 15,180
Tenant improvements and allowances 7,568
 3,136
Total capital expenditures $81,226
 $69,901
As of December 31, 2017, we had approximately $195.5 million of active redevelopment, development and anchor repositioning projects at various stages of completion and $53.6 million of completed projects, an increase of $57.4 millionflows from $191.7 million of active and completed projects as of December 31, 2016. We have advanced these projects $56.5 million since December 31, 2016 and anticipate that these projects will require an additional $111.4 million over the next two years to complete. We expect to fund these projects usingour current operations, cash on hand, proceeds from dispositions, borrowingsour line of credit under our revolving credit agreement, and/or using secured debt, or issuing equity.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.


Commitments and ContingenciesCybersecurity
Loan Commitments
In January 2015, we completed a modification of the $120.0 million, 6.04% mortgage loan secured by Montehiedra. AsCybersecurity is an integral part of the planned redevelopmentBoard of Trustees’ and the Audit Committee’s risk analysis and discussions with management. As we see increased reliance on information technology in the workplace and our business operations, and a shift to remote and hybrid work schedules, Urban Edge has employed several measures to mitigate cyber risks.
In addition to a dedicated information technology and cybersecurity team monitoring our daily operations, the Company engages an independent third-party cybersecurity team for advisory services and penetration testing. We also have a Cyber Risk Committee which works in conjunction with the Computer Incident Response Team (“CIRT”) to develop strategies to mitigate risks and to address any cyber issues that may arise. The Cyber Risk Committee meets quarterly to review emerging threats, controls, and procedures.
We utilize a risk-based approach following the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (CSF), and Microsoft best practices. Our policies and procedures are reviewed and updated annually by the Cyber Risk Committee and incorporate third-party assessments to benchmark ourselves against industry standards. The Company utilizes advanced endpoint protection, firewalls, intrusion detection and prevention, threat intelligence, security event logging and correlation, and backup and redundancy systems. The Company also has cybersecurity coverage incorporated in its insurance policies.
We apprise employees of emerging risks and require them to undergo quarterly security awareness trainings. Additionally, we conduct internal phishing and other exercises to gauge the effectiveness of the property, we committed to fund $20.0 milliontrainings and assess the need for additional training.

Termination of Management Agreements with Vornado
In connection with the Company’s spin-off from Vornado Realty Trust (“Vornado”) in January 2015, the Company and Vornado entered into management agreements under which the Company provided management, development, leasing and other capital expendituresservices to certain properties owned by Vornado and its affiliates, including Interstate Properties (“Interstate”), a partnership in which has been fully funded asSteven Roth, Chairman of Decemberthe Board and Chief Executive Officer of Vornado and a member of our Board of Trustees, is the managing general partner, and Alexander’s, Inc., a company that Vornado owns a material interest in. Effective March 31, 2017.

Insurance
The Company maintains (i) general liability insurance with limits of $200 million for properties in the U.S. and Puerto Rico and (ii) all-risk property insurance with limits of $500 million per occurrence and in the aggregate for properties in the U.S. and $139 million for properties in Puerto Rico, subject to the terms, conditions, exclusions, deductibles and sub-limits when applicable for certain perils such as floods and earthquakes and (iii) numerous other insurance policies including trustees’ and officers’ insurance, workers’ compensation and automobile-related liabilities insurance. The Company’s insurance includes coverage for certified acts of terrorism acts but excludes coverage for nuclear, biological, chemical or radiological terrorism events as defined by the Terrorism


Risk Insurance Program Reauthorization Act, which expires in December 2020. In addition,2022, the Company maintains coverage for certain cybersecurity losses with limits of $5 million per occurrence and in the aggregate providing first and third party coverage including network interruption, eventVornado agreed to terminate these management cyber extortion and claims for media content, security and privacy liability. Insurance premiums are typically charged directly to each of the retail properties and warehouses 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 covered from retail properties, which could be material.agreements.
We continue to monitor the state of the insurance market and the scope and costs of coverage for acts of terrorism. However, we cannot anticipate what coverage will be available on commercially reasonable terms in the future and expect premiums across most property coverage lines to increase in light of recent events. The incurrence of uninsured losses, costs or uncovered premiums could materially and adversely affect our business, results of operations and financial condition.


Hurricane-Related Charges
On September 20, 2017, Hurricane Maria made landfall, damaging our two properties in Puerto Rico. All anchor tenants were open for business within weeks after the hurricane other than Marshalls at Montehiedra, which is being reconstructed. At year-end, approximately 86% of all stores previously occupied prior to the hurricane (as measured by GLA) are open.
38
As of December 31, 2017, the Company has incurred approximately $5.1 million of costs remediating property damages caused by the hurricane, $3.4 million capitalized within Construction in progress on the consolidated balance sheet and $1.7 million of costs expensed within Casualty and impairment loss on the consolidated statement of income. The Company expects insurance proceeds to cover substantially all of these losses subject to applicable deductibles of approximately $2.3 million.

The Company recognized $2.2 million of business interruption losses, net of $1.8 million in cash advances received from its insurance carrier. Losses of $0.9 million pertained to rent abatements when the malls were closed or inoperable as a result of the hurricane, recorded as a reduction of property rentals and tenant expense reimbursements, and $1.3 million was recorded as a provision for doubtful accounts for unpaid rents. The Company expects to recover a significant portion of these losses from insurance in 2018.

In the third quarter of 2017, the Company also recognized a $2.2 million charge reflecting the net book value of assets damaged as a result of the hurricane included within Casualty and impairment loss on the consolidated statement of income.
The Company has comprehensive, all-risk property insurance coverage on its properties in Puerto Rico, including for business interruption, with a $139 million limit of liability, subject to certain conditions, exclusions, deductibles and sub-limits.
To the extent insurance proceeds ultimately exceed the difference between replacement cost and net book value of the damaged assets, the hurricane related expenses incurred, and/or business interruption losses recognized, the excess will be reflected as income in the period those amounts are received or when receipt is deemed probable.
No determination has been made as to the total amount or timing of insurance payments that may be received as a result of the hurricane.

Environmental Matters
Each of our properties has been subjected to varying degrees of environmental assessment at various times. Based on these assessments and the projected remediation costs, we have accrued costs of $1.2 million and $1.3 million on our consolidated balance sheets as of December 31, 2017 and December 31, 2016, respectively, for potential remediation costs for environmental contamination at two properties. While this accrual reflects our best estimates of the potential costs of remediation at these properties, $0.1 million has currently been expended during the year ended December 31, 2017 and there can be no assurance that the actual costs will not exceed this amount. With respect to our other properties, the environmental assessments did not reveal any material environmental contamination. However, 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 base rent is supported by long-term leases, leases may be rejected in a bankruptcy proceeding and the impacted stores may close prior to lease expiration. In the event that a tenant with a significant number of leases 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, such as Toys “R” Us, Sears Holding Corporation (“Sears”) and Staples, Inc. (“Staples”). Sears and Staples represent 2.0% and 1.5%, respectively, of our annualized base rent and each continued to close stores in 2017. During September 2017, Toys “R” Us filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code. As of December 31, 2017, the Company had leases with Toys


“R” Us at nine locations with annualized base rent of $5.0 million. We are unable to estimate the outcome of the bankruptcy proceedings at this time. We are not aware of any additional bankruptcies or announced store closings by any tenants in our shopping centers that would individually cause a material reduction in our revenues.

Inflation and Economic Condition Considerations
Most of our leases contain provisions designed to partially mitigate the impact of inflation. Although inflation has been low in recent periods and has had a minimal impact on the performance of our shopping centers, there are more recent data suggesting that inflation may be a greater concern in the future given economic conditions and governmental fiscal policy. 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 the lease. A small number of our leases also include percentage rent clauses enabling us to receive additional rent based on tenant sales above a predetermined level, which sales generally increase as prices rise and are typically related to increases in the Consumer Price Index or similar inflation indices.

Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements as defined in Item 303 of Regulation S-K as of December 31, 2017 or December 31, 2016.


ITEM 7A.
ITEM 7A.    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. Interest rate risk amounts were determined by considering the impact of hypothetical interest rates on our 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. Our exposure to a change in interest rates is summarized in the table below. As of December 31, 2017, all of2022, our variable rate debt outstanding had rates indexed to LIBOR.LIBOR, SOFR, and the Prime Rate.
20222021
(Amounts in thousands)December 31, BalanceWeighted Average Interest RateEffect of 1% Change in Base RatesDecember 31, BalanceWeighted Average Interest Rate
Variable Rate$159,198 6.11%$1,592 $161,084 1.85%
Fixed Rate1,540,293 4.09%— (2)1,534,324 4.10%
$1,699,491 (1)$1,592 $1,695,408 (1)
 2017 2016
(Amounts in thousands)December 31, Balance Weighted Average Interest Rate Effect of 1% Change in Base Rates December 31, Balance Weighted Average Interest Rate
  
Variable Rate$169,500
 3.10% $1,695
 $38,756
 2.36%
Fixed Rate1,408,817
 4.14% 
(2) 
1,166,804
 4.26%
 $1,578,317
(1) 
  $1,695
 $1,205,560
(1) 
 
(1) Excludes unamortized debt issuance costs of $13.8$7.8 million and $8.0$8.2 million as of December 31, 20172022 and December 31, 2016,2021, respectively.
(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 increasedincrease by approximately $14.1$15.4 million based on outstanding balances as of December 31, 2017.2022.


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 December 31, 2017,2022, the Company was a counterparty to two interest rate derivative agreements which have been designated as cash flow hedges.
On June 23, 2022, in connection with the refinancing of one of our variable rate loans, we did not have any hedging instruments in place.entered into a one-year interest rate cap agreement for a purchase price of approximately $0.3 million. The cap agreement has an expiration date of July 1, 2023 and limits the maximum SOFR of the variable loan it is hedged with to 3%. This derivative instrument is assessed quarterly and as of December 31, 2022 meets 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 December 31, 2017,2022, the estimated fair value of our consolidated debt was $1.6$1.5 billion.




Other Market Risks

As of December 31, 2022, 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 December 31, 2022 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 December 31, 2022, future estimates of fair value and the amounts which may be paid or realized in the future may differ significantly from amounts presented.


39


ITEM 8.
ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


INDEX TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES

Page
CONSOLIDATED FINANCIAL STATEMENTSPage
Report of Independent Registered Public Accounting Firm for Urban Edge Properties (PCAOB ID No. 34)
Report of Independent Registered Public Accounting Firm for Urban Edge Properties LP (PCAOB ID No. 34)
Urban Edge Properties Consolidated Balance Sheets as of December 31, 20172022 and 20162021
Urban Edge Properties Consolidated and Combined Statements of Income and Comprehensive Income for the years ended December 31, 2017, 20162022, 2021 and 20152020
Urban Edge Properties Consolidated and Combined StatementStatements of Changes in Equity for the years ended December 31, 2017, 20162022, 2021 and 20152020
Urban Edge Properties Consolidated and Combined Statements of Cash Flows for the years ended December 31, 2017, 20162022, 2021 and 20152020
Urban Edge Properties LP Consolidated Balance Sheets as of December 31, 20172022 and 20162021
Urban Edge Properties LP Consolidated and Combined Statements of Income and Comprehensive Income for the years ended December 31, 2017, 20162022, 2021 and 20152020
Urban Edge Properties LP Consolidated and Combined StatementStatements of Changes in Equity for the years ended December 31, 2017, 20162022, 2021 and 20152020
Urban Edge Properties LP Consolidated and Combined Statements of Cash Flows for the years ended December 31, 2017, 20162022, 2021 and 20152020
Notes to Consolidated and Combined Financial Statements
CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
Schedule III – Real Estate and Accumulated Depreciation






40


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Trustees
of Urban Edge Properties
New York, New York


Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Urban Edge Properties and subsidiaries (the "Company") as of December 31, 20172022 and 2016,2021, the related consolidated and combined statements of income and comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 20172022, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”"financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20172022 and 2016,2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017,2022, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2017,2022, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 14, 2018,2023, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion
These financial statements and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’sCompany's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.


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

Real Estate Impairment —Refer to Notes 3 and 9 to the financial statements
Critical Audit Matter Description
The Company’s real estate assets are individually evaluated for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company’s evaluation of the recoverability of real estate assets involves the comparison of the projected undiscounted future cash flows expected to be generated by each real estate asset over the Company’s estimated holding period to the respective carrying amount. The Company’s undiscounted future cash flow analyses require management to make significant estimates, including estimated terminal values determined using appropriate capitalization rates. Total real estate assets as of December 31, 2022 had a net book value of $2.5 billion.
Given that the Company’s estimated capitalization rates used in the evaluation of impairment of real estate assets is a significant assumption made by management, performing audit procedures to evaluate the reasonableness of management’s undiscounted future cash flow analyses required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.



41


How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Company’s estimated capitalization rates used in the evaluation of impairment of real estate assets included the following, among others:
We tested the effectiveness of the Company’s internal controls over management’s evaluation of the recoverability of real estate, including internal controls over management’s determination of the reasonableness of the applicable capitalization rates.
We inquired with management regarding their determination of the capitalization rates and evaluated the consistency of the capitalization rates used with evidence obtained in other areas of our audit.
With the assistance of our fair value specialists, we evaluated the reasonableness of the Company’s estimated capitalization rates by:
Testing the source information underlying the determination of the capitalization rates by evaluating the reasonableness of the capitalization rates used by management with independent market data, focusing on key factors, including geographical location, tenant composition, and property type.
Developing a range of independent estimates of capitalization rates and comparing those to the capitalization rates selected by management.


/s/ DELOITTE & TOUCHE LLP

New York, New York
February 14, 20182023
We have served as the Company'sCompany’s auditor since 2014.








42


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of
Urban Edge Properties LP
New York, New York


Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Urban Edge Properties LP and subsidiaries (the "Operating Partnership") as of December 31, 20172022 and 2016,2021, the related consolidated and combined statements of income and comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 20172022, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”"financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, 20172022 and 2016,2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017,2022, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Operating Partnership's internal control over financial reporting as of December 31, 2017,2022, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 14, 2018,2023, expressed an unqualified opinion on the Operating Partnership 'sPartnership's internal control over financial reporting.

Basis for Opinion
These financial statements and financial statement schedules are the responsibility of the Operating Partnership 'sPartnership's management. Our responsibility is to express an opinion on the Operating Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.


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

Real Estate Impairment —Refer to Notes 3 and 9 to the financial statements
Critical Audit Matter Description
The Operating Partnership's real estate assets are individually evaluated for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. The Operating Partnership's evaluation of the recoverability of real estate assets involves the comparison of the projected undiscounted future cash flows expected to be generated by each real estate asset over the Operating Partnership's estimated holding period to the respective carrying amount. The Operating Partnership's undiscounted future cash flow analyses require management to make significant estimates, including estimated terminal values determined using appropriate capitalization rates. Total real estate assets as of December 31, 2022 had a net book value of $2.5 billion.
Given that the Operating Partnership's estimated capitalization rates used in the evaluation of impairment of real estate assets is a significant assumption made by management, performing audit procedures to evaluate the reasonableness of management’s undiscounted future cash flow analyses required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.


43


How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Operating Partnership's estimated capitalization rates used in the evaluation of impairment of real estate assets included the following, among others:
We tested the effectiveness of the Operating Partnership's internal controls over management’s evaluation of the recoverability of real estate, including internal controls over management’s determination of the reasonableness of the applicable capitalization rates.
We inquired with management regarding their determination of the capitalization rates and evaluated the consistency of the capitalization rates used with evidence obtained in other areas of our audit.
With the assistance of our fair value specialists, we evaluated the reasonableness of the Operating Partnership's estimated capitalization rates by:
Testing the source information underlying the determination of the capitalization rates by evaluating the reasonableness of the capitalization rates used by management with independent market data, focusing on key factors, including geographical location, tenant composition, and property type.
Developing a range of independent estimates of capitalization rates and comparing those to the capitalization rates selected by management.


/s/ DELOITTE & TOUCHE LLP

New York, New York
February 14, 20182023
We have served as the Operating Partnership'sPartnership’s auditor since 2016.

































44


URBAN EDGE PROPERTIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)

 December 31,December 31,
 20222021
ASSETS 
Real estate, at cost:  
Land$535,770 $543,827 
Buildings and improvements2,468,385 2,441,797 
Construction in progress314,190 212,296 
Furniture, fixtures and equipment8,539 7,530 
Total3,326,884 3,205,450 
Accumulated depreciation and amortization(791,485)(753,947)
Real estate, net2,535,399 2,451,503 
Operating lease right-of-use assets64,161 69,361 
Cash and cash equivalents85,518 164,478 
Restricted cash43,256 55,358 
Tenant and other receivables17,523 15,812 
Receivables arising from the straight-lining of rents64,713 62,692 
Identified intangible assets, net of accumulated amortization of $40,983 and $37,361, respectively62,856 71,107 
Deferred leasing costs, net of accumulated amortization of $20,107 and $17,641, respectively26,799 20,694 
Prepaid expenses and other assets77,207 74,111 
Total assets$2,977,432 $2,985,116 
LIABILITIES AND EQUITY  
Liabilities:
Mortgages payable, net$1,691,690 $1,687,190 
Operating lease liabilities59,789 64,578 
Accounts payable, accrued expenses and other liabilities102,519 84,829 
Identified intangible liabilities, net of accumulated amortization of $40,816 and $35,029, respectively93,328 100,625 
Total liabilities1,947,326 1,937,222 
Commitments and contingencies (Note 10)
Shareholders’ equity:
Common shares: $0.01 par value; 500,000,000 shares authorized and 117,450,951 and 117,147,986 shares issued and outstanding, respectively1,173 1,170 
Additional paid-in capital1,011,293 1,001,253 
Accumulated other comprehensive income629 — 
Accumulated deficit(36,104)(7,091)
Noncontrolling interests:
Operating partnership39,209 39,616 
Consolidated subsidiaries13,906 12,946 
Total equity1,030,106 1,047,894 
Total liabilities and equity$2,977,432 $2,985,116 
 December 31, December 31,
 2017 2016
ASSETS
  
Real estate, at cost: 
  
Land$521,669
 $384,217
Buildings and improvements2,010,527
 1,650,054
Construction in progress133,761
 99,236
Furniture, fixtures and equipment5,897
 4,993
Total2,671,854
 2,138,500
Accumulated depreciation and amortization(587,127) (541,077)
Real estate, net2,084,727
 1,597,423
Cash and cash equivalents490,279
 131,654
Restricted cash10,562
 8,532
Tenant and other receivables, net of allowance for doubtful accounts of $4,937 and $2,332, respectively20,078
 9,340
Receivable arising from the straight-lining of rents, net of allowance for doubtful accounts of $494 and $261, respectively85,843
 87,695
Identified intangible assets, net of accumulated amortization of $33,827 and $22,361, respectively87,249
 30,875
Deferred leasing costs, net of accumulated amortization of $14,796 and $13,909, respectively20,268
 19,241
Deferred financing costs, net of accumulated amortization of $1,740 and $726, respectively3,243
 1,936
Prepaid expenses and other assets18,559
 17,442
Total assets$2,820,808
 $1,904,138
    
LIABILITIES AND EQUITY 
  
Liabilities:   
Mortgages payable, net$1,564,542
 $1,197,513
Identified intangible liabilities, net of accumulated amortization of $65,832 and $72,528, respectively180,959
 146,991
Accounts payable and accrued expenses69,595
 48,842
Other liabilities15,171
 14,675
Total liabilities1,830,267
 1,408,021
Commitments and contingencies

 

Shareholders’ equity:   
Common shares: $0.01 par value; 500,000,000 shares authorized and 113,827,529 and 99,754,900 shares issued and outstanding, respectively1,138
 997
Additional paid-in capital946,402
 488,375
Accumulated deficit(57,621) (29,066)
Noncontrolling interests:   
Operating partnership100,218
 35,451
Consolidated subsidiaries404
 360
Total equity990,541
 496,117
Total liabilities and equity$2,820,808
 $1,904,138
 


See notes to consolidated and combined financial statements.

45





URBAN EDGE PROPERTIES
CONSOLIDATED AND COMBINED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(In thousands, except share and per share amounts)
 
 Year Ended December 31,
 202220212020
REVENUE
Rental revenue$396,376 $422,467 $328,280 
Other income1,562 2,615 1,815 
Total revenue397,938 425,082 330,095 
EXPENSES
Depreciation and amortization98,432 92,331 96,029 
Real estate taxes61,864 63,844 60,049 
Property operating74,334 68,531 56,126 
General and administrative43,087 39,152 48,682 
Casualty and impairment loss— 468 3,055 
Lease expense12,460 12,872 13,667 
Total expenses290,177 277,198 277,608 
Gain on sale of real estate353 18,648 39,775 
Interest income1,107 360 2,599 
Interest and debt expense(58,979)(57,938)(71,015)
Gain on extinguishment of debt— — 34,908 
Income before income taxes50,242 108,954 58,754 
Income tax (expense) benefit(2,903)(1,139)38,996 
Net income47,339 107,815 97,750 
Less net (income) loss attributable to NCI in:
Operating partnership(1,895)(4,296)(4,160)
Consolidated subsidiaries726 (833)(1)
Net income attributable to common shareholders$46,170 $102,686 $93,589 
Earnings per common share - Basic:$0.39 $0.88 $0.79 
Earnings per common share - Diluted:$0.39 $0.88 $0.79 
Weighted average shares outstanding - Basic117,366 117,029 117,722 
Weighted average shares outstanding - Diluted121,640 121,447 117,902 
Net Income$47,339 $107,815 $97,750 
Effective portion of change in fair value of derivatives656 — — 
Comprehensive income47,995 107,815 97,750 
Less comprehensive income attributable to NCI in:
Operating partnership(27)— — 
Less net (income) loss attributable to NCI in:
Operating partnership(1,895)(4,296)(4,160)
Consolidated subsidiaries726 (833)(1)
Comprehensive income attributable to common shareholders$46,799 $102,686 $93,589 
 Year Ended December 31,
 2017 2016 2015
REVENUE     
Property rentals$265,984
 $236,798
 $231,867
Tenant expense reimbursements99,098
 84,921
 84,617
Management and development fees1,535
 1,759
 2,261
Income from acquired leasehold interest39,215
 
 
Other income1,210
 2,498
 4,200
Total revenue407,042
 325,976
 322,945
EXPENSES     
Depreciation and amortization82,281
 56,145
 57,253
Real estate taxes59,737
 51,429
 49,311
Property operating50,894
 45,280
 50,595
General and administrative30,413
 27,438
 32,044
Casualty and impairment loss7,382
 
 
Ground rent10,848
 10,047
 10,129
Transaction costs278
 1,405
 24,011
Provision for doubtful accounts3,445
 1,214
 1,526
Total expenses245,278
 192,958
 224,869
Operating income161,764
 133,018
 98,076
Gain on sale of real estate202
 15,618
 
Interest income2,248
 679
 150
Interest and debt expense(56,218) (51,881) (55,584)
Loss on extinguishment of debt(35,336) 
 
Income before income taxes72,660
 97,434
 42,642
Income tax benefit (expense)278
 (804) (1,294)
Net income72,938
 96,630
 41,348
Less (net income) loss attributable to noncontrolling interests in:     
Operating partnership(5,824) (5,812) (2,547)
Consolidated subsidiaries(44) (3) (16)
Net income attributable to common shareholders$67,070
 $90,815
 $38,785
      
Earnings per common share - Basic:$0.62
 $0.91
 $0.39
Earnings per common share - Diluted:$0.61
 $0.91
 $0.39
Weighted average shares outstanding - Basic107,132
 99,364
 99,252
Weighted average shares outstanding - Diluted118,390
 99,794
 99,278


See notes to consolidated and combined financial statements.



46




URBAN EDGE PROPERTIES
CONSOLIDATED AND COMBINED STATEMENTS OF CHANGES IN EQUITY
(In thousands, except share and per share amounts)
 Common Shares       Noncontrolling Interests (“NCI”)  
 Shares Amount
 
Additional
Paid-In Capital
 Vornado Equity 
Accumulated Earnings
(Deficit)
 Operating Partnership Consolidated Subsidiaries Total Equity
Balance, January 1, 2015
 $
 $
 $258,522
 $
 $
 $341
 $258,863
Net income (loss) attributable to common shareholders(1)

 
 
 (2,022) 40,807
 
 
 38,785
Net income attributable to noncontrolling interests
 
 
 
 
 2,547
 16
 2,563
Limited partnership units issued to Vornado at separation
 
 
 (27,649) 
 27,649
 
 
Contributions from Vornado
 
 
 245,067
 
 
 
 245,067
Issuance of shares in connection with separation99,247,806
 993
 472,925
 (473,918) 
 
 
 
Common shares issued43,146
 
 258
 
 (258) 
 
 
Dividends on common shares ($0.80 per share)
 
 
 
 (79,167) 
 
 (79,167)
Share-based compensation expense
 
 2,186
 
 176
 7,899
 
 10,261
Distributions to operating partnership ($0.80 per unit)
 
 
 
 
 (4,918) 
 (4,918)
Balance, December 31, 201599,290,952
 993
 475,369
 
 (38,442) 33,177
 357
 471,454
Net income attributable to common shareholders
 
 
 
 90,815
 
 
 90,815
Net income attributable to noncontrolling interests
 
 
 
 
 5,812
 3
 5,815
Common shares issued465,534
 4
 9,293
 
 (348) 
 
 8,949
Share-based awards retained for taxes(1,586) 
 (38) 
 
 
 
 (38)
Dividends on common shares ($0.82 per share)
 
 
 
 (81,240) 
 
 (81,240)
Share-based compensation expense
 
 3,751
 
 149
 1,533
 
 5,433
Distributions to operating partnership ($0.82 per unit)
 
 
 
 
 (5,071) 
 (5,071)
Balance, December 31, 201699,754,900
 997
 488,375
 
 (29,066) 35,451
 360
 496,117
Net income attributable to common shareholders

 

 
 
 67,070
 
 
 67,070
Net income attributable to noncontrolling interests

 

 
 
 
 5,824
 44
 5,868
Limited partnership units issued
 
 105,200
 
 
 65,884
 
 171,084
Common shares issued
14,083,137
 141
 348,582
 
 (319) 
 
 348,404
Share-based awards withheld for taxes
(10,508) 
 (287) 
 
 
 
 (287)
Dividends on common shares ($0.88 per share)
 

 
 
 (95,381) 
 
 (95,381)
Share-based compensation expense

 

 4,532
 
 75
 2,530
 
 7,137
Distributions to operating partnership ($0.88 per unit)
 

 
 
 
 (9,471) 
 (9,471)
Balance, December 31, 2017113,827,529
 $1,138
 $946,402
 $
 $(57,621) $100,218
 $404
 $990,541
Common SharesNoncontrolling Interests (“NCI”)
 SharesAmountAdditional
Paid-In Capital
Accumulated Other Comprehensive IncomeAccumulated
(Deficit) Earnings
Operating PartnershipConsolidated SubsidiariesTotal Equity
Balance, January 1, 2020121,370,125$1,213 $1,019,149 $— $(52,546)$46,536 $424 $1,014,776 
Net income attributable to common shareholders— — — — 93,589 — — 93,589 
Net income attributable to noncontrolling interests— — — — — 4,160 4,161 
Limited partnership interests:
Units redeemed for common shares1,579,389 15 11,129 — — — — 11,144 
Reallocation of noncontrolling interests— — 8,833 — — (19,977)— (11,144)
Common shares issued66,588 427 — (30)— — 398 
Repurchase of common shares(5,873,923)(59)(54,082)— — — — (54,141)
Dividends to common shareholders ($0.68 per share)— — — — (80,480)— — (80,480)
Distributions to redeemable NCI ($0.68 per unit)— — — — — (3,386)— (3,386)
Contributions from noncontrolling interests— — — — — — 5,447 5,447 
Share-based compensation expense5,871 — — 11,123 — 16,994 
Share-based awards retained for taxes(127,862)(1)(1,464)— — — — (1,465)
Balance, December 31, 2020117,014,317$1,169 $989,863 $— $(39,467)$38,456 $5,872 $995,893 
Net income attributable to common shareholders— — — — 102,686 — — 102,686 
Net income attributable to noncontrolling interests— — — — — 4,296 833 5,129 
Limited partnership interests:
Units redeemed for common shares100,000 — 840 — — (6,302)— (5,462)
Reallocation of noncontrolling interests— — 8,206 — — (2,744)— 5,462 
Common shares issued46,731 509 — (144)— — 366 
Dividends to common shareholders ($0.60 per share)— — — — (70,166)— — (70,166)
Distributions to redeemable NCI ($0.60 per unit)— — — — — (2,864)— (2,864)
Contributions from noncontrolling interests— — — — — — 6,241 6,241 
Share-based compensation expense— — 2,045 — — 8,774 — 10,819 
Share-based awards retained for taxes(13,062)— (210)— — — — (210)
Balance, December 31, 2021117,147,986$1,170 $1,001,253 $— $(7,091)$39,616 $12,946 $1,047,894 
Net income attributable to common shareholders— — — — 46,170 — — 46,170 
Net income (loss) attributable to noncontrolling interests— — — — — 1,895 (726)1,169 
Other comprehensive income— — — 629 — 27 — 656 
Limited partnership interests:
Units redeemed for common shares250,000 2,121 — — 2,124 — 4,248 
Reallocation of noncontrolling interests— — 6,126 — — (10,374)— (4,248)
Common shares issued60,193 — 466 — (84)— — 382 
Dividends to common shareholders ($0.64 per share)— — — — (75,099)— — (75,099)
Distributions to redeemable NCI ($0.64 per unit)— — — — — (3,109)— (3,109)
Contributions from noncontrolling interests— — — — — — 1,686 1,686 
Share-based compensation expense— — 1,456 — — 9,030 — 10,486 
Share-based awards retained for taxes(7,228)— (129)— — — — (129)
Balance, December 31, 2022117,450,951$1,173 $1,011,293 $629 $(36,104)$39,209 $13,906 $1,030,106 
See notes to consolidated and combined financial statements.

47



URBAN EDGE PROPERTIES
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
(In thousands)
 Year Ended December 31,
 202220212020
CASH FLOWS FROM OPERATING ACTIVITIES  
Net income$47,339 $107,815 $97,750 
Adjustments to reconcile net income to net cash provided by operating activities:   
Depreciation and amortization100,787 94,135 97,751 
Gain on sale of real estate(353)(18,648)(39,775)
Amortization of below market leases, net(6,660)(55,173)(10,624)
Noncash lease expense7,051 6,802 7,522 
Straight-lining of rent(2,020)(878)10,523 
Share-based compensation expense10,486 10,819 16,994 
Casualty and impairment loss— 468 3,055 
Gain on extinguishment of debt— — (34,908)
Change in operating assets and liabilities:  
Tenant and other receivables(1,712)(139)5,892 
Deferred leasing costs(8,660)(5,818)(1,218)
Prepaid and other assets854 5,661 (41,982)
Lease liabilities(6,641)(6,227)(6,680)
Accounts payable, accrued expenses and other liabilities(853)(3,544)8,522 
Net cash provided by operating activities139,618 135,273 112,822 
CASH FLOWS FROM INVESTING ACTIVITIES  
Real estate development and capital improvements(116,044)(95,377)(28,522)
Acquisitions of real estate(36,222)(252,632)(124,340)
Proceeds from sale of operating properties353 34,482 54,402 
Proceeds from sale of operating lease— 2,367 — 
Net cash used in investing activities(151,913)(311,160)(98,460)
CASH FLOWS FROM FINANCING ACTIVITIES  
Proceeds from borrowings103,413 117,200 90,250 
Debt repayments(98,334)(18,192)(89,302)
Dividends paid to common shareholders(75,099)(123,998)(26,647)
Distributions paid to redeemable noncontrolling interests(3,109)(4,937)(1,314)
Taxes withheld for vested restricted shares(129)(210)(1,465)
Debt issuance costs(7,292)— (3,471)
Purchase of interest rate cap(285)— — 
Proceeds related to the issuance of common shares382 366 398 
Contributions from noncontrolling interests1,686 6,241 5,447 
Cash paid to repurchase shares— — (54,141)
Net cash used in financing activities(78,767)(23,530)(80,245)
Net decrease in cash and cash equivalents and restricted cash(91,062)(199,417)(65,883)
Cash and cash equivalents and restricted cash at beginning of year219,836 419,253 485,136 
Cash and cash equivalents and restricted cash at end of year$128,774 $219,836 $419,253 

 Year Ended December 31,
 2017 2016 2015
CASH FLOWS FROM OPERATING ACTIVITIES 
  
  
Net income$72,938
 $96,630
 $41,348
Adjustments to reconcile net income to net cash provided by operating activities: 
  
  
Depreciation and amortization82,511
 57,178
 58,299
Income from acquired leasehold interest(39,215) 
 
Casualty and impairment loss5,637
 
 
Loss on extinguishment of debt35,336
 
 
Amortization of deferred financing costs2,876
 2,830
 2,738
Amortization of above and below market leases, net(9,502) (7,776) (7,907)
Straight-lining of rent352
 227
 333
Share-based compensation expense7,137
 5,433
 10,261
Gain on sale of real estate(202) (15,618) 
Non-cash separation costs paid by Vornado
 
 17,403
Provision for doubtful accounts3,445
 1,214
 1,526
Change in operating assets and liabilities: 
  
  
Tenant and other receivables(13,749) (78) (4)
Deferred leasing costs(4,110) (3,815) (2,940)
Prepaid and other assets(4,432) 141
 (671)
Accounts payable and accrued expenses18,594
 (237) 11,300
Other liabilities282
 1,120
 6,392
Net cash provided by operating activities157,898
 137,249
 138,078
CASH FLOWS FROM INVESTING ACTIVITIES 
  
  
Real estate development and capital improvements(89,344) (69,901) (36,290)
Acquisition of real estate(211,393) (9,267) (30,125)
Proceeds from sale of real estate5,005
 19,938
 
Net cash used in investing activities(295,732) (59,230)
(66,415)
CASH FLOWS FROM FINANCING ACTIVITIES 
  
  
Debt repayments(129,640) (38,458) (44,654)
Contributions from Vornado
 
 227,732
Dividends paid to shareholders(95,381) (81,240) (79,167)
Distributions to noncontrolling interests in operating partnership(9,471) (5,071) (4,918)
Debt issuance costs(13,193) 
 (5,198)
Taxes withheld for vested restricted shares(287) (38) 
Payment on extinguishment of debt(1,138) 
 
Proceeds from issuance of common shares, net348,404
 8,949
 
Purchase of marketable securities in connection with debt defeasance(536,505) 
 
Proceeds from borrowings935,700
 
 
Net cash provided by (used in) financing activities498,489
 (115,858) 93,795
Net increase (decrease) in cash and cash equivalents and restricted cash360,655
 (37,839) 165,458
Cash and cash equivalents and restricted cash at beginning of year140,186
 178,025
 12,567
Cash and cash equivalents and restricted cash at end of year$500,841
 $140,186
 $178,025


See notes to consolidated and combined financial statements.




statements
48


Year Ended December 31,Year Ended December 31,
2017 2016 2015202220212020
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION     SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION 
Cash payment for interest, includes amounts capitalized of $3,926, $3,763 and $1,856, respectively$55,140
 $51,137
 $52,814
Cash payments for interest net of amounts capitalized of $8,512, $2,023 and $715, respectivelyCash payments for interest net of amounts capitalized of $8,512, $2,023 and $715, respectively$55,740 $58,621 $68,113 
Cash payments for income taxes1,237
 1,277
 1,907
Cash payments for income taxes913 4,663 499 
NON-CASH INVESTING AND FINANCING ACTIVITIES     NON-CASH INVESTING AND FINANCING ACTIVITIES
Acquisition of real estate through issuance of OP units171,084
 
 
Acquisition of real estate through assumption of debt69,659
 
 
Accrued capital expenditures included in accounts payable and accrued expenses14,651
 12,492
 8,699
Accrued capital expenditures included in accounts payable and accrued expenses34,673 18,702 5,808 
Write-off of fully depreciated assets3,286
 4,585
 10,588
Marketable securities transferred in connection with debt defeasance536,590
 
 
Defeasance of mortgages payable(505,473) 
 
Write-off of fully depreciated and impaired assetsWrite-off of fully depreciated and impaired assets8,733 10,706 21,447 
Forgiveness of mortgage debtForgiveness of mortgage debt— — 30,000 
Assumption of debt from the acquisition of real estateAssumption of debt from the acquisition of real estate— — 72,473 
Dividend/distribution declared and paid in subsequent periodDividend/distribution declared and paid in subsequent period— — 55,905 
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH     RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH
Cash and cash equivalents at beginning of year$131,654
 $168,983
 $2,600
Cash and cash equivalents at beginning of year$164,478 $384,572 $432,954 
Restricted cash at beginning of year8,532
 9,042
 9,967
Restricted cash at beginning of year55,358 34,681 52,182 
Cash and cash equivalents and restricted cash at beginning of year$140,186
 $178,025
 $12,567
Cash and cash equivalents and restricted cash at beginning of year$219,836 $419,253 $485,136 
     
Cash and cash equivalents at end of year$490,279
 $131,654
 $168,983
Cash and cash equivalents at end of year$85,518 $164,478 $384,572 
Restricted cash at end of year10,562
 8,532
 9,042
Restricted cash at end of year43,256 55,358 34,681 
Cash and cash equivalents and restricted cash at end of year$500,841
 $140,186
 $178,025
Cash and cash equivalents and restricted cash at end of year$128,774 $219,836 $419,253 


 See notes to consolidated and combined financial statements.



49


URBAN EDGE PROPERTIES LP
CONSOLIDATED BALANCE SHEETS
(In thousands, except unit and per unit amounts)
December 31, December 31, December 31,December 31,
2017 2016 20222021
ASSETS   
ASSETS 
Real estate, at cost: 
  
Real estate, at cost:  
Land$521,669
 $384,217
Land$535,770 $543,827 
Buildings and improvements2,010,527
 1,650,054
Buildings and improvements2,468,385 2,441,797 
Construction in progress133,761
 99,236
Construction in progress314,190 212,296 
Furniture, fixtures and equipment5,897
 4,993
Furniture, fixtures and equipment8,539 7,530 
Total2,671,854
 2,138,500
Total3,326,884 3,205,450 
Accumulated depreciation and amortization(587,127) (541,077)Accumulated depreciation and amortization(791,485)(753,947)
Real estate, net2,084,727
 1,597,423
Real estate, net2,535,399 2,451,503 
Operating lease right-of-use assetsOperating lease right-of-use assets64,161 69,361 
Cash and cash equivalents490,279
 131,654
Cash and cash equivalents85,518 164,478 
Restricted cash10,562
 8,532
Restricted cash43,256 55,358 
Tenant and other receivables, net of allowance for doubtful accounts of $4,937 and $2,332, respectively20,078
 9,340
Receivable arising from the straight-lining of rents, net of allowance for doubtful accounts of $494 and $261, respectively85,843
 87,695
Identified intangible assets, net of accumulated amortization of $33,827 and $22,361, respectively87,249
 30,875
Deferred leasing costs, net of accumulated amortization of $14,796 and $13,909, respectively20,268
 19,241
Deferred financing costs, net of accumulated amortization of $1,740 and $726, respectively3,243
 1,936
Tenant and other receivablesTenant and other receivables17,523 15,812 
Receivables arising from the straight-lining of rentsReceivables arising from the straight-lining of rents64,713 62,692 
Identified intangible assets, net of accumulated amortization of $40,983 and $37,361, respectivelyIdentified intangible assets, net of accumulated amortization of $40,983 and $37,361, respectively62,856 71,107 
Deferred leasing costs, net of accumulated amortization of $20,107 and $17,641, respectivelyDeferred leasing costs, net of accumulated amortization of $20,107 and $17,641, respectively26,799 20,694 
Prepaid expenses and other assets18,559
 17,442
Prepaid expenses and other assets77,207 74,111 
Total assets$2,820,808
 $1,904,138
Total assets$2,977,432 $2,985,116 
   
LIABILITIES AND EQUITY 
  
LIABILITIES AND EQUITY  
Liabilities:   Liabilities:
Mortgages payable, net$1,564,542
 $1,197,513
Mortgages payable, net$1,691,690 $1,687,190 
Identified intangible liabilities, net of accumulated amortization of $65,832 and $72,528, respectively180,959
 146,991
Accounts payable and accrued expenses69,595
 48,842
Other liabilities15,171
 14,675
Operating lease liabilitiesOperating lease liabilities59,789 64,578 
Accounts payable, accrued expenses and other liabilitiesAccounts payable, accrued expenses and other liabilities102,519 84,829 
Identified intangible liabilities, net of accumulated amortization of $40,816 and $35,029, respectivelyIdentified intangible liabilities, net of accumulated amortization of $40,816 and $35,029, respectively93,328 100,625 
Total liabilities1,830,267
 1,408,021
Total liabilities1,947,326 1,937,222 
Commitments and contingencies

 

Commitments and contingencies (Note 10)
Commitments and contingencies (Note 10)
Equity:   Equity:
Partners’ capital:   Partners’ capital:
General partner:113,827,529 and 99,754,900 units outstanding, respectively947,540
 489,372
Limited partners:12,812,954 and 6,378,704 units outstanding, respectively105,495
 37,081
General partner: 117,450,951 and 117,147,986 units outstanding, respectivelyGeneral partner: 117,450,951 and 117,147,986 units outstanding, respectively1,012,466 1,002,423 
Limited partners: 4,713,558 and 4,662,654 units outstanding, respectivelyLimited partners: 4,713,558 and 4,662,654 units outstanding, respectively41,810 41,030 
Accumulated other comprehensive incomeAccumulated other comprehensive income629 — 
Accumulated deficit(62,898) (30,696)Accumulated deficit(38,705)(8,505)
Total partners’ capital990,137
 495,757
Total partners’ capital1,016,200 1,034,948 
Noncontrolling interest in consolidated subsidiaries404
 360
Noncontrolling interest in consolidated subsidiaries13,906 12,946 
Total equity990,541
 496,117
Total equity1,030,106 1,047,894 
Total liabilities and equity$2,820,808
 $1,904,138
Total liabilities and equity$2,977,432 $2,985,116 


See notes to consolidated and combined financial statements.





50


URBAN EDGE PROPERTIES LP
CONSOLIDATED AND COMBINED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(In thousands, except unit and per unit amounts)
Year Ended December 31, Year Ended December 31,
2017 2016 2015 202220212020
REVENUE     REVENUE
Property rentals$265,984
 $236,798
 $231,867
Tenant expense reimbursements99,098
 84,921
 84,617
Management and development fees1,535
 1,759
 2,261
Income from acquired leasehold interest39,215
 
 
Rental revenueRental revenue$396,376 $422,467 $328,280 
Other income1,210
 2,498
 4,200
Other income1,562 2,615 1,815 
Total revenue407,042
 325,976
 322,945
Total revenue397,938 425,082 330,095 
EXPENSES     EXPENSES
Depreciation and amortization82,281
 56,145
 57,253
Depreciation and amortization98,432 92,331 96,029 
Real estate taxes59,737
 51,429
 49,311
Real estate taxes61,864 63,844 60,049 
Property operating50,894
 45,280
 50,595
Property operating74,334 68,531 56,126 
General and administrative30,413
 27,438
 32,044
General and administrative43,087 39,152 48,682 
Casualty and impairment loss7,382
 
 
Casualty and impairment loss— 468 3,055 
Ground rent10,848
 10,047
 10,129
Transaction costs278
 1,405
 24,011
Provision for doubtful accounts3,445
 1,214
 1,526
Lease expenseLease expense12,460 12,872 13,667 
Total expenses245,278
 192,958
 224,869
Total expenses290,177 277,198 277,608 
Operating income161,764
 133,018
 98,076
Gain on sale of real estate202
 15,618
 
Gain on sale of real estate353 18,648 39,775 
Interest income2,248
 679
 150
Interest income1,107 360 2,599 
Interest and debt expense(56,218) (51,881) (55,584)Interest and debt expense(58,979)(57,938)(71,015)
Loss on extinguishment of debt(35,336) 
 
Gain on extinguishment of debtGain on extinguishment of debt— — 34,908 
Income before income taxes72,660
 97,434
 42,642
Income before income taxes50,242 108,954 58,754 
Income tax benefit (expense)278
 (804) (1,294)
Income tax (expense) benefitIncome tax (expense) benefit(2,903)(1,139)38,996 
Net income72,938
 96,630
 41,348
Net income47,339 107,815 97,750 
Less: (net income) loss attributable to NCI in consolidated subsidiaries(44) (3) (16)
Less: net (income) loss attributable to NCI in consolidated subsidiariesLess: net (income) loss attributable to NCI in consolidated subsidiaries726 (833)(1)
Net income attributable to unitholders$72,894
 $96,627
 $41,332
Net income attributable to unitholders$48,065 $106,982 $97,749 
     
Earnings per unit - Basic:$0.62
 $0.91
 $0.39
Earnings per unit - Basic:$0.40 $0.88 $0.80 
Earnings per unit - Diluted:$0.61
 $0.91
 $0.39
Earnings per unit - Diluted:$0.39 $0.88 $0.80 
Weighted average units outstanding - Basic117,779
 105,455
 105,276
Weighted average units outstanding - Basic121,374 120,966 121,957 
Weighted average units outstanding - Diluted118,390
 106,099
 105,374
Weighted average units outstanding - Diluted121,640 122,107 122,811 
Net IncomeNet Income$47,339 $107,815 $97,750 
Effective portion of change in fair value of derivativesEffective portion of change in fair value of derivatives656 — — 
Comprehensive incomeComprehensive income47,995 107,815 97,750 
Less net loss (income) attributable to NCI in consolidated subsidiariesLess net loss (income) attributable to NCI in consolidated subsidiaries726 (833)(1)
Comprehensive income attributable to unitholdersComprehensive income attributable to unitholders$48,721 $106,982 $97,749 
 

See notes to consolidated and combined financial statements.







51


URBAN EDGE PROPERTIES LP
CONSOLIDATED AND COMBINED STATEMENTSTATEMENTS OF CHANGES IN EQUITY
(In thousands, except unit and per unit amounts)
 Total SharesGeneral Partner Total Units
Limited Partners(1)
Accumulated Other Comprehensive IncomeAccumulated
(Deficit) Earnings
NCI in Consolidated SubsidiariesTotal Equity
Balance, January 1, 2020121,370,125 $1,020,362 5,833,318 $50,156 $— $(56,166)$424 $1,014,776 
Net income attributable to unitholders— — — — — 97,749 — 97,749 
Net income attributable to noncontrolling interests— — — — — — 
Common units issued as a result of common shares issued by Urban Edge66,588 428 475,081 — — (30)— 398 
Equity redemption of OP Units1,579,389 11,144 (1,579,389)— — — — 11,144 
Repurchase of common shares(5,873,923)(54,141)— — — — — (54,141)
Reallocation of noncontrolling interests— 8,833 — (19,977)— — — (11,144)
Distributions to Partners ($0.68 per unit)— — — — — (83,866)— (83,866)
Contributions from noncontrolling interests— — — — — — 5,447 5,447 
Share-based compensation expense— 5,871 — 11,123 — — — 16,994 
Share-based awards retained for taxes(127,862)(1,465)— — — — — (1,465)
Balance, December 31, 2020117,014,317 $991,032 4,729,010 $41,302 $— $(42,313)$5,872 $995,893 
Net income attributable to unitholders— — — — — 106,982 — 106,982 
Net income attributable to noncontrolling interests— — — — — — 833 833 
Common units issued as a result of common shares issued by Urban Edge46,731 510 33,644 — — (144)— 366 
Equity redemption of OP Units100,000 840 (100,000)(6,302)— — — (5,462)
Reallocation of noncontrolling interests— 8,206 — (2,744)— — — 5,462 
Distributions to Partners ($0.60 per unit)— — — — — (73,030)— (73,030)
Contributions from noncontrolling interests— — — — — — 6,241 6,241 
Share-based compensation expense— 2,045 — 8,774 — — — 10,819 
Share-based awards retained for taxes(13,062)(210)— — — — — (210)
Balance, December 31, 2021117,147,986 $1,002,423 4,662,654 $41,030 $— $(8,505)$12,946 $1,047,894 
Net income attributable to unitholders— — — — — 48,065 — 48,065 
Net loss attributable to noncontrolling interests— — — — — — (726)(726)
Other comprehensive income— — — — 629 27 — 656 
Common units issued as a result of common shares issued by Urban Edge60,193 466 300,904 — — (84)— 382 
Equity redemption of OP units250,000 2,124 (250,000)2,124 — — — 4,248 
Reallocation of noncontrolling interests— 6,126 — (10,374)— — — (4,248)
Distributions to Partners ($0.64 per unit)— — — — — (78,208)— (78,208)
Contributions from noncontrolling interests— — — — — — 1,686 1,686 
Share-based compensation expense— 1,456 — 9,030 — — — 10,486 
Share-based awards retained for taxes(7,228)(129)— — — — — (129)
Balance, December 31, 2022117,450,951 $1,012,466 4,713,558 $41,810 $629 $(38,705)$13,906 $1,030,106 
 General Partner 
Limited Partners(1)
 Vornado Equity 
Accumulated Earnings
(Deficit)
 NCI in Consolidated Subsidiaries Total Equity
Balance, January 1, 2015$
 $
 $258,522
 $
 $341
 $258,863
Net income (loss) attributable to unitholders(2)

 
 (2,022) 43,354
 
 41,332
Net income attributable to noncontrolling interests
 
 
 
 16
 16
Contributions from Vornado
 
 245,067
 
 
 245,067
Issuance of units in connection with separation473,918
 27,649
 (501,567) 
 
 
Common units issued as a result of common shares issued by Urban Edge258
 
 
 (258) 
 
Distributions to partners ($0.80 per unit)
 
 
 (84,085) 
 (84,085)
Share-based compensation expense2,186
 7,899
 
 176
 
 10,261
Balance, December 31, 2015476,362
 35,548
 
 (40,813) 357
 471,454
Net income attributable to unitholders
 
 
 96,627
 
 96,627
Net income attributable to noncontrolling interests
 
 
 
 3
 3
Common units issued as a result of common shares issued by Urban Edge9,297
 
 
 (348) 
 8,949
Distributions to partners ($0.82 per unit)
 
 
 (86,311) 
 (86,311)
Share-based compensation expense3,751
 1,533
 
 149
 
 5,433
Share-based awards retained for taxes(38) 
 
 
 
 (38)
Balance, December 31, 2016489,372
 37,081
 
 (30,696) 360
 496,117
Net income attributable to unitholders
 
 
 72,894
 
 72,894
Net income attributable to noncontrolling interests
 
 
 
 44
 44
Common units issued as a result of common
shares issued by Urban Edge
348,723
 
 
 (319) 
 348,404
Limited partnership units issued105,200
 65,884
 
 
 
 171,084
Distributions to partners ($0.88 per unit)
 
 
 (104,852) 
 (104,852)
Share-based compensation expense4,532
 2,530
 
 75
 
 7,137
Share-based awards withheld for taxes(287) 
 
 
 
 (287)
Balance, December 31, 2017$947,540
 $105,495
 $
 $(62,898) $404
 $990,541
(1) Limited partners have a 10.1%3.9% common limited partnership interest in the Operating Partnership as of December 31, 20172022 in the form of units of interest in the Operating Partnership (“OP Units”) and Long-Term Incentive Plan (“LTIP”) units.
(2) Net loss earned from January 1, 2015 through January 15, 2015 is attributable to Vornado as it was the sole unitholder prior to January 15, 2015. Refer to Note 1 - Organization.


See notes to consolidated and combined financial statements.

52





URBAN EDGE PROPERTIES LP
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
(In thousands)
 Year Ended December 31,
 202220212020
CASH FLOWS FROM OPERATING ACTIVITIES  
Net income$47,339 $107,815 $97,750 
Adjustments to reconcile net income to net cash provided by operating activities: 
Depreciation and amortization100,787 94,135 97,751 
Gain on sale of real estate(353)(18,648)(39,775)
Amortization of below market leases, net(6,660)(55,173)(10,624)
Noncash lease expense7,051 6,802 7,522 
Straight-lining of rent(2,020)(878)10,523 
Share-based compensation expense10,486 10,819 16,994 
Casualty and impairment loss— 468 3,055 
Gain on extinguishment of debt— — (34,908)
Change in operating assets and liabilities:  
Tenant and other receivables(1,712)(139)5,892 
Deferred leasing costs(8,660)(5,818)(1,218)
Prepaid and other assets854 5,661 (41,982)
Lease liabilities(6,641)(6,227)(6,680)
Accounts payable, accrued expenses and other liabilities(853)(3,544)8,522 
Net cash provided by operating activities139,618 135,273 112,822 
CASH FLOWS FROM INVESTING ACTIVITIES  
Real estate development and capital improvements(116,044)(95,377)(28,522)
Acquisitions of real estate(36,222)(252,632)(124,340)
Proceeds from sale of operating properties353 34,482 54,402 
Proceeds from sale of operating lease— 2,367 — 
Net cash used in investing activities(151,913)(311,160)(98,460)
CASH FLOWS FROM FINANCING ACTIVITIES  
Proceeds from borrowings103,413 117,200 90,250 
Debt repayments(98,334)(18,192)(89,302)
Distributions paid to partners(78,208)(128,935)(27,961)
Taxes withheld for vested restricted units(129)(210)(1,465)
Debt issuance costs(7,292)— (3,471)
Purchase of interest rate cap(285)— — 
Proceeds related to the issuance of common shares382 366 398 
Contributions from noncontrolling interests1,686 6,241 5,447 
Cash paid to repurchase shares— — (54,141)
Net cash used in financing activities(78,767)(23,530)(80,245)
Net decrease in cash and cash equivalents and restricted cash(91,062)(199,417)(65,883)
Cash and cash equivalents and restricted cash at beginning of year219,836 419,253 485,136 
Cash and cash equivalents and restricted cash at end of year$128,774 $219,836 $419,253 

 Year Ended December 31,
 2017 2016 2015
CASH FLOWS FROM OPERATING ACTIVITIES 
  
  
Net income$72,938
 $96,630
 $41,348
Adjustments to reconcile net income to net cash provided by operating activities: 
  
  
Depreciation and amortization82,511
 57,178
 58,299
Income from acquired leasehold interest(39,215) 
 
Casualty and impairment loss5,637
 
 
Loss on extinguishment of debt35,336
 
 
Amortization of deferred financing costs2,876
 2,830
 2,738
Amortization of above and below market leases, net
(9,502) (7,776) (7,907)
Straight-lining of rent352
 227
 333
Share-based compensation expense7,137
 5,433
 10,261
Gain on sale of real estate(202) (15,618) 
Non-cash separation costs paid by Vornado
 
 17,403
Provision for doubtful accounts3,445
 1,214
 1,526
Change in operating assets and liabilities: 
  
  
Tenant and other receivables(13,749) (78) (4)
Deferred leasing costs(4,110) (3,815) (2,940)
Prepaid and other assets(4,432) 141
 (671)
Accounts payable and accrued expenses18,594
 (237) 11,300
Other liabilities282
 1,120
 6,392
Net cash provided by operating activities157,898
 137,249
 138,078
CASH FLOWS FROM INVESTING ACTIVITIES 
  
  
Real estate development and capital improvements(89,344) (69,901) (36,290)
Acquisition of real estate(211,393) (9,267) (30,125)
Proceeds from sale of real estate5,005
 19,938
 
Net cash used in investing activities(295,732) (59,230) (66,415)
CASH FLOWS FROM FINANCING ACTIVITIES 
  
  
Debt repayments(129,640) (38,458) (44,654)
Contributions from Vornado
 
 227,732
Distributions to partners(104,852) (86,311) (84,085)
Debt issuance costs(13,193) 
 (5,198)
Taxes withheld for vested restricted units(287) (38) 
Payment on extinguishment of debt(1,138) 
 
Proceeds from issuance of units, net348,404
 8,949
 
Purchase of marketable securities in connection with debt defeasance(536,505) 
 
Proceeds from borrowings935,700
 
 
Net cash provided by (used in) financing activities498,489
 (115,858)
93,795
Net increase (decrease) in cash and cash equivalents and restricted cash360,655
 (37,839) 165,458
Cash and cash equivalents and restricted cash at beginning of year140,186
 178,025
 12,567
Cash and cash equivalents and restricted cash at end of year$500,841
 $140,186
 $178,025


See notes to consolidated and combined financial statements.




53


Year Ended December 31,Year Ended December 31,
2017 2016 2015202220212020
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION     SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION 
Cash payment for interest, includes amounts capitalized of $3,926, $3,763 and $1,856, respectively$55,140
 $51,137
 $52,814
Cash payments for interest net of amounts capitalized of $8,512, $2,023 and $715, respectivelyCash payments for interest net of amounts capitalized of $8,512, $2,023 and $715, respectively$55,740 $58,621 $68,113 
Cash payments for income taxes1,237
 1,277
 1,907
Cash payments for income taxes913 4,663 499 
NON-CASH INVESTING AND FINANCING ACTIVITIES     NON-CASH INVESTING AND FINANCING ACTIVITIES
Acquisition of real estate through issuance of OP units171,084
 
 
Acquisition of real estate through assumption of debt69,659
 
 
Accrued capital expenditures included in accounts payable and accrued expenses14,651
 12,492
 8,699
Accrued capital expenditures included in accounts payable and accrued expenses34,673 18,702 5,808 
Write-off of fully depreciated assets3,286
 4,585
 10,588
Marketable securities transferred in connection with debt defeasance536,590
 
 
Defeasance of mortgages payable(505,473) 
 
Write-off of fully depreciated and impaired assetsWrite-off of fully depreciated and impaired assets8,733 10,706 21,447 
Forgiveness of mortgage debtForgiveness of mortgage debt— — 30,000 
Assumption of debt from the acquisition of real estateAssumption of debt from the acquisition of real estate— — 72,473 
Dividend/distribution declared and paid in subsequent periodDividend/distribution declared and paid in subsequent period— — 55,905 
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH     RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH
Cash and cash equivalents at beginning of year$131,654
 $168,983
 $2,600
Cash and cash equivalents at beginning of year$164,478 $384,572 $432,954 
Restricted cash at beginning of year8,532
 9,042
 9,967
Restricted cash at beginning of year55,358 34,681 52,182 
Cash and cash equivalents and restricted cash at beginning of year$140,186
 $178,025
 $12,567
Cash and cash equivalents and restricted cash at beginning of year$219,836 $419,253 $485,136 
     
Cash and cash equivalents at end of year$490,279
 $131,654
 $168,983
Cash and cash equivalents at end of year$85,518 $164,478 $384,572 
Restricted cash at end of year10,562
 8,532
 9,042
Restricted cash at end of year43,256 55,358 34,681 
Cash and cash equivalents and restricted cash at end of year$500,841
 $140,186
 $178,025
Cash and cash equivalents and restricted cash at end of year$128,774 $219,836 $419,253 


See notes to consolidated and combined financial statements.




54


URBAN EDGE PROPERTIES AND URBAN EDGE PROPERTIES LP
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS



1.ORGANIZATION

1.ORGANIZATION
Urban Edge Properties (“UE”, “Urban Edge”, or the “Company”) (NYSE: UE) is a Maryland real estate investment trust focused on managing, developing, redeveloping, and acquiring retail real estate in urban communities, primarily in the New York metropolitan area.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 ourthe Company’s real estate properties and other assets. UE and UELP were created in 2014 to own the majority of Vornado Realty Trust’s (“Vornado”) (NYSE: VNO) former shopping center business (the “UE Business”), and separated from Vornado in January 2015. Unless the context otherwise requires, references to “we”, “us” and “our” refer to UE after giving effect to the transfer of the UE Business from Vornado,Urban Edge Properties and for periods prior to such transfer, refer to the UE Business while owned by Vornado.UELP and their consolidated entities/subsidiaries.
The Operating Partnership’s capital includes general and common limited partnership interests in the operating partnership (“OP Units”). As of December 31, 2017,2022, Urban Edge owned approximately 89.9%96.1% of the outstanding common OP Units with the remaining limited OP Units held by Vornado Realty L.P., members of management, ourUrban 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 partythird-party unitholders have limited rights over the Operating Partnership such that they do not have characteristics of a controlling financial interest. As such, the Operating Partnership is considered a variable interest entity (“VIE”), and the Company is the primary beneficiary which consolidates it. The Company’s only investment is the Operating Partnership. The VIE’s assets can be used for purposes other than the settlement of the VIE’s obligations and the Company’s partnership interest is considered a majority voting interest.

As of December 31, 2017,2022, our portfolio comprised 85consisted of 69 shopping centers, fourfive malls and a warehouse parktwo industrial parks totaling approximately 16.717.2 million square feet.sf, which is inclusive of a 95% controlling interest in Walnut Creek, CA (Mt. Diablo), and an 82.5% controlling interest in Sunrise Mall, in Massapequa, NY.

2.BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
2.BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
The accompanying consolidated and combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for annual financial information and with the instructions of Form 10-K. The consolidated financial statements as of and for the yearyears ended December 31, 20172022, 2021 and 2020 reflect the consolidation of the Company, the Operating Partnership, wholly-owned subsidiaries and those entities in which we have a controlling financial interest.

The consolidated statements of income for the years ended December 31, 2017 and 2016 include the consolidated accounts of the Company and the Operating Partnership. The results presented for the year ended December 31, 2015 reflect the operations and changes in cash flows on a carved-out and combined basis for the period from January 1, 2015 through the date of separation and on a consolidated basis subsequent to the date of separation. The financial statements reflect the common shares as of the date of the separation as outstanding for all periods prior to the separation. All intercompany transactions have been eliminated in consolidation and combination.consolidation.

In accordance with ASC 205 Presentation of Financial Statements, certain prior year balances have been reclassified in order to conform to the current period presentation.
Our primary business is the ownership, management, redevelopment, development and operation of retail shopping centers and malls. We do not distinguish our primary business or group our operations on a geographical basis for purposes of measuring performance. The Company’s chief operating decision maker reviews operating and financial information for each property on an individual basis, and therefore, each property represents anat the individual operating segment. None of our tenants accounted for more than 10% of our revenue or property operating income. We 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.

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The most critical accounting policies, which involve the use of estimates and assumptions as to future uncertainties and, therefore, may result in actual amounts that differ from estimates include revenue recognition and collectibility of receivables, acquisitions of real estate and valuation of real estate. For more information on these estimates and policies refer to Part II, Item 7 “Critical Accounting Estimates” of this Annual Report on Form 10-K.
Real Estate Real estate is carried at cost, net of accumulated depreciation and amortization. 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 underwayunder way and ends when the project is substantially complete.complete and ready for its intended use. Depreciation is recognized on a straight-line basis over estimated useful lives which range from 3one to 40 years.

55


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 acquiredassumption 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 reviewedevaluated 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.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 anticipated holding periods, orchange based on uncertain market conditions, change, our evaluation of impairment losses may be different and such differences could be material to our consolidated and combined financial statements. Plans to hold properties over longer periods decrease the likelihood of recording impairment losses.


Real Estate Held For Sale — When a real estate asset is identified by management as held for sale, we cease depreciation of the asset and estimate its fair value, net of estimated costs to sell. If the estimated fair value, net of estimated costs to sell, of an asset is less than its net carrying value, an adjustment is recorded to reflect the estimated fair value. Properties classified as real estate held for sale generally represent properties that are under contract for sale and are expected to close within a year.

Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less and are carried at cost, which approximates fair value due to their short-term maturities. The majority of our cash and cash equivalents consistsconsist of (i) deposits at major commercial banks, including money market accounts, which may at times exceed the Federal Deposit Insurance Corporation limit, (ii) United States Treasury Bills, and (iii) Certificate of Deposits placed through an Account Registry Service (“CDARS”). To date we have not experienced any losses on our invested cash.


Restricted Cash Restricted cash consists of security deposits and cash escrowed under loan agreements for debt service, real estate taxes, property insurance, tenant improvements, leasing commissions, capital expenditures and capital expenditures.cash held for potential Internal Revenue Code Section 1031 tax deferred exchange transactions.


Accounts ReceivableTenant and Allowance for Doubtful Accounts Other Receivables and Changes in Collectibility Assessment Accounts receivable includes Tenant receivables include unpaid amounts billed to tenants, disputed enforceable charges and accrued revenues for future billings to tenants for property expenses. We periodically evaluate the collectibility of amounts due from tenants and maintain an allowance for doubtful accounts for estimated losses resultingdisputed enforceable charges on both a lease-by-lease and a portfolio-level, which result from the inability of tenants to make required payments under thetheir operating lease agreements. We also maintain an allowance forrecognize 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. These receivables ariserents, are written-off directly when management deems the collectibility of substantially all future lease payments from earningsa 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 in excessfrom the straight-lining of amounts currently duerents 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 agreements. Management exercises judgment in establishing these allowances and considers payment history and current credit status in developing these estimates. Accounts receivable are written-off when they are deemed to be uncollectible and we are no longer actively pursuing collection.term, the Company will reinstate the receivables balance, including those arising from the straight-lining of rents.


Deferred Leasing Costs — Deferred leasing costs include direct salaries, third-party feesincremental costs of a lease that would have not been incurred if the lease had not been executed, including broker and other costs incurred by us to originate a lease.sale commissions, and contingent legal fees. Such costs are capitalized and amortized on a straight-line basis over the term of the related leases.leases as depreciation and amortization expense on the consolidated statements of income and comprehensive income. Deferred leasing costs also includes lease incentives that can be used at the discretion of the tenant. Lease incentives are capitalized and amortized over the term of the related leases as a reduction to rental revenue on the consolidated statements of income and comprehensive income.


Deferred Financing Costs — Deferred financing costs and debt issuance costs include fees associated with the issuance of our mortgage loans and our revolving credit agreement. Such fees are amortized on a straight-line basis over the terms of the related revolving credit agreementagreements as a component of interest expense, which approximates the effective interest rate method, in accordance with the terms of the agreement. No amounts have beenwere drawn to dateor outstanding under the revolving credit agreement.agreement as of December 31, 2022. Deferred financing costs associated with the revolving credit agreement are included in prepaid expenses and other assets on the

56



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


Revenue Recognition We have the following revenue sources and revenue recognition policies:
Base Rent -Rental revenue: Rental revenue comprises revenue from fixed and variable lease payments, as designated within tenant operating leases in accordance with ASC 842 Leases, as described further in ourLeases accounting policy in Note 3 to the audited consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.
Rental revenue deemed uncollectible: 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.
Other Income: Other income arisingis generated in connection with certain services provided to tenants for which we earn a fee as well as management and development fee income from minimumcontractual property management agreements with third parties. This revenue is recognized as the services are transferred in accordance with ASC 606 Revenue from Contracts with Customers.

Leases — We have approximately 900 operating leases at our properties, which generate rental income from tenants and operating cash flows for the Company. Our tenant leases are dependent on the Company, as lessor, agreeing to provide our tenants with the right to control the use of our real estate assets, as lessees. Our real estate assets are comprised of retail shopping centers, malls and industrial parks. Tenants agree to use and control their agreed upon space for their business purposes. Thus, our tenants obtain substantially all of the economic benefits from the use of our shopping center space and have the right to direct how and for what purpose the real estate space is used throughout the period of use. Given these contractual terms, the Company has determined that all tenant contracts of this nature contain a lease. The Company assesses lease classification for each new and modified lease. All new and modified leases which commenced in the year ended December 31, 2022 have been assessed and classified as operating leases.
Contractual rent increases of renewal options are often fixed at the time of the initial lease agreement which may result in tenants being able to exercise their renewal options at amounts that are less than the fair value of the rent at the date of renewal. In addition to fixed base rents, certain rental income derived from our tenant leases is variable and may be dependent on percentage rent or the Consumer Price Index ("CPI"). Variable lease payments from tenant leases. Thesepercentage rents are recognized overearned by the non-cancelable termCompany in the event the tenant's gross sales exceed certain amounts. Terms of percentage rent are agreed upon in the related leasestenant's lease and will vary based on a straight-line basis which includes the effects oftenant's sales. Variable lease payments dependent on the CPI, will change in accordance with the corresponding increase or decrease in CPI if negotiated and agreed upon in the tenant's lease. Variable lease payments dependent on percentage rent steps and rent abatements under the leases. We commence revenue recognition when the tenant takes possession of the leased space and the leased space is substantially readyCPI were $9.2 million and $9.8 million for its intended use. In addition, in circumstances where we provide athe years ended December 31, 2022 and 2021, respectively. Variable lease incentive to tenants, we recognize the incentive as a reduction of rental revenue on a straight-line basis over the term of the lease.
Percentage Rent - income arising from retail tenant leases that is contingent upon tenant sales exceeding defined thresholds. These rents are recognized only after the contingency has been removed (i.e., when tenant sales thresholds have been achieved).

Tenant Expense Reimbursements - revenue arisingpayments also arise from tenant leasesexpense reimbursements, which provide for the recovery of all or a portion of the operating expenses, common area maintenance expenses, real estate taxes, insurance and capital improvements of the respective property. Thisproperty and amounted to $103.3 million and $101.3 million for the years ended December 31, 2022 and 2021, respectively. The Company accounts for variable lease payments as rental revenue is accruedon the consolidated statements of income and comprehensive income in the same periods asperiod in which the expenseschanges in facts and circumstances on which the variable lease payments are incurred.based occur.

Management, LeasingThe Company also has twenty properties in its portfolio either completely or partially on land or in a building that are owned by third parties. These properties are leased or subleased to us pursuant to ground leases, building leases or easements, with remaining terms ranging from two to 77 years and Other Fees - incomeprovide us the right to operate each such property. We also lease or sublease real estate for our two corporate offices with remaining terms of less than one year. Right-of-use ("ROU") assets are recorded for these leases, which represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from contractual agreementsthese leases. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The initial measurement of a ROU asset may differ from the initial measurement of the lease liability due to initial direct costs, prepaid lease payments and lease incentives. As of December 31, 2022, no other contracts have been identified as leases. Our leases often offer renewal options, which we assess against relevant economic factors to determine whether the Company is reasonably certain of exercising or not exercising the option. Lease payments associated with third parties. This revenuerenewal periods, for which the Company has determined are reasonably certain of being exercised, are included in the measurement of the corresponding lease liability and ROU asset.
For finance leases and operating leases, the discount rate applied to measure each ROU asset and lease liability is based on the incremental borrowing rate of the lease due to the rate implicit in the lease not being readily determinable. The Company initially considers the general economic environment and factors in various financing and asset specific secured borrowings so that the overall incremental borrowing rate is appropriate to the intended use of the lease. Certain expenses derived from these
57


leases are variable and are not included in the measurement of the corresponding lease liability and ROU asset, but are recognized asin the related services are performedperiod in which the obligation for those payments is incurred. These variable lease payments consist of payments for real estate taxes and common area maintenance, which is dependent on projects and activities at each individual property under the respective agreements.ground or building lease.


Noncontrolling Interests — Noncontrolling interests in consolidated subsidiaries represent the portion of equity that we do not own in those entities that we consolidate. We identify our noncontrolling interests separately within the equity section on the consolidated balance sheets. Noncontrolling interests in the Operating Partnership include OP units and limited partnership interests in the Operating Partnership in the form of long-term incentive plan (“LTIP”) unit awards.awards classified as equity.


Variable Interest Entities - Certain entities that do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties, or infor which the equity investors do not haveowners as a group lack any one of the characteristicsfollowing characteristics: (i) the power, through voting rights or similar rights, to direct the activities of a controlling financial interestlegal entity that most significantly impact the entity’s economic performance, (ii) the obligation to absorb the expected losses of the legal entity, or (iii) the right to receive the expected residual returns of the legal entity, qualify as VIEs. VIEs are required to be consolidated by their primary beneficiary. The primary beneficiary of a VIE has both the power to direct the activities that most significantly impact economic performance of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The consolidated and combined financial statements reflect the consolidation of VIEs in which the Company is the primary beneficiary.

Management uses its judgment when determining if we are the primary beneficiary of, or have a controlling financial interest in, an entity in which we have a variable interest. Factors considered in determining whether we have the power to direct the activities that most significantly impact the entity’s economic performance include voting rights, involvement in day-to-day capital and operating decisions and the extent of our involvement in the entity.
Excluding the Operating Partnership, the Company had two entities that met the criteria of a VIE in which we held variable interests as of December 31, 2022 and 2021. These entities are VIEs primarily because the noncontrolling interests do not have substantive kick-out or participating rights and we control the significant operating decisions and consequently have the power to direct the activities that most significantly impact the economic performance of these entities. As we also have the obligation to absorb the majority of the losses and/or the right to receive a majority of the benefits for these entities, they were consolidated in our financial statements as of December 31, 2022 and 2021. The majority of the operations of these VIEs are funded with cash flows generated by the properties and periodic cash contributions.
As of December 31, 2022 and 2021, excluding the Operating Partnership, the two consolidated VIEs had total assets of $47.6 million and $48.5 million, respectively and total liabilities of $23.2 million and $24.7 million, respectively.

Earnings Per Share and Unit Basic earnings per common share and unit is computed by dividing net income attributable to common shareholders and unitholders by the weighted average common shares and units outstanding during the period. Unvested share-based payment awards that entitle holders to receive non-forfeitable dividends, such as our restricted stock awards, are classified as “participating securities.” Because the awards are considered participating securities, the Company and the Operating Partnership are required to apply the two-class method of computing basic and diluted earnings that would otherwise have been available to common shareholders and unitholders. Under the two-class method, earnings for the period are allocated between common shareholders and unitholders and other shareholders and unitholders, based on their respective rights to receive dividends. During periods of net loss, losses are allocated only to the extent the participating securities are required to absorb their share of such losses. Diluted earnings per common share and unit reflects the potential dilution of the assumed exercises of shares including stock options and unvested restricted shares to the extent they are dilutive.


Share-Based Compensation We grant stock options, LTIP units, OP units, deferred share units, restricted share awards and performance-based units to our officers, trustees and employees. The term of each award is determined by the compensation committee of our Board of Trustees (the “Compensation Committee”), but in no event can such term be longer than ten years from the date of grant. The vesting schedule of each award is determined by the Compensation Committee, in its sole and absolute discretion, at the date of grant of the award. Dividends are paid on certain shares of unvested restricted stock, which makes the restricted stock a participating security.

Fair value is determined, depending on the type of award, using either the Black-Scholes option-pricing model or the Monte Carlo method, both of which are intended to estimate the fair value of the awards at the grant date. In using the Black-Scholes option-pricing model, expected volatilities and dividend yields are primarily based on available implied data and peer group companies’ historical data. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant.

Compensation expense for restricted share awards is based on the fair value of our common shares at the date of the grant and is recognized ratably over the vesting period. For grants with a graded vesting schedule or a cliff vesting schedule, we have
58


elected to recognize compensation expense on a straight-line basis. Also included in Share-based compensation expense is the unrecognized compensation expense of awards issued under Vornado’s outperformance plan (“OPP”) prior to the separation for the Company’s employees who were previously Vornado employees. The OPP unrecognized compensation expense is recognized on a straight-


linestraight-line basis over the remaining life of the OPP awards issued. Share-based compensation expense is included in general and administrative expenses on the consolidated and combined statements of income and comprehensive income.

When the Company issues common shares as compensation, it receives a like number of common units from the Operating Partnership. Accordingly, the Company’s ownership in the Operating Partnership will increase based on the number of common shares awarded under our 2015 Omnibus Share Plan. As a result of the issuance of common units to the Company for share-based compensation, the Operating Partnership accounts for share-based compensation in the same manner as the Company.


Income Taxes Our twoThe Company elected to be taxed as a REIT under sections 856-860 of 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, malls are subject to income taxes which are based on estimated taxable income and are included in income tax expense in the consolidated and combined statements of income and comprehensive income. In addition, the Company’s taxable REIT subsidiary (“TRS”) is subject to income tax at regular corporate rates.
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.basis and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the enacted tax rates in effect for the year in which thesethose temporary differences are expected to be recovered or settled. Earnings and profits,The Company provides a valuation allowance for deferred tax assets for which determineit does not consider realization of such assets to be more likely than not.
The Company applies the taxability of dividendsFASB’s guidance relating to shareholders, differsuncertainty in income taxes recognized in a Company’s financial statements. Under this guidance the Company may recognize the tax benefit from net income reported for financial reporting purposes primarily because of differences in depreciable lives and cost basesan uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the malls,position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The guidance on accounting for uncertainty in income taxes also provides guidance on derecognition, classification, interest and penalties on income taxes, and accounting in interim periods. The Company records interest and penalties relating to unrecognized tax benefits, if any, as well as other timing differences.income tax expense.


Concentration of Credit Risk A concentration of credit risk arises in our business when a national or regionally-based tenant occupies a substantial amount of space in multiple properties owned by us. In that event, if the tenant suffers a significant downturn in its business, it may become unable to make its contractual rent payments to us, exposing us to potential losses in rental revenue, expense recoveries, and percentage rent. Further, the impact may be magnified if the tenant is renting space in multiple locations. Generally, we do not obtain security from our national or regionally-based tenants in support of their lease obligations to us. We regularly monitor our tenant base to assess potential concentrations of credit risk. None of our tenants accounted for more than 10% of total revenues in the year ended December 31, 2017.2022. As of December 31, 2017,2022, The Home Depot, Inc. was our largest tenant with 7six stores which comprised an aggregate of 920,000 square-feet808,926 sf and accounted for approximately $22.3$21.4 million, or 5.5%5.4% of our total revenue for the year ended December 31, 2017.2022.


Derivative Financial Instruments and Hedging At times, the Company may use derivative financial instruments to manage and mitigate exposure to fluctuations in interest rates on our variable rate debt. These derivatives are measured at fair value and are recognized as assets or liabilities on the Company’s consolidated balance sheets, depending on the Company’s rights or obligations under the respective derivative contracts. The accounting for changes in the fair value of a derivative varies based on eligibility and Company elections, including the intended use of the derivative, whether the Company has elected to designate the derivative in a hedging relationship and apply hedge accounting, and whether the hedge relationship has satisfied certain criteria to be deemed an effective hedge. Effectiveness of the hedging relationship is assessed on a quarterly basis by a third party to determine if the relationship still meets the criteria to be considered an effective hedge. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.
In a cash flow hedge, hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the earnings effect of the hedged transaction. A derivative instrument designated as a cash flow hedge is adjusted to fair value on the Company’s consolidated balance sheets. The change in fair value, net of the amortization of the purchase price of the instrument, is deemed to be the effective portion of change and is recognized in Other Comprehensive Income (“OCI”) in the Company’s consolidated statements of income and comprehensive income, with the amortization of the purchase price included in interest and debt expense. Cash flows from the derivative are included in the
59


prepaid expenses and other assets, or accounts payable, accrued expenses and other liabilities line item in the statement of cash flows, depending on whether the hedged item is recognized as an asset or a liability. For further information on the Company’s derivative instruments and hedge designations, refer to Note 9.

Recently Issued Accounting Literature
In May 2017,March 2020 and January 2021, the FASBFinancial Accounting Standards Board (“FASB”) issued an update (“ASU 2017-09”) Scope of Modification Accounting, which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting will not apply if the fair value, vesting conditions, and classification2020-04 Reference Rate Reform (ASC 848): Facilitation of the awards areEffects of Reference Rate Reform on Financial Reporting, and ASU 2021-01 Reference Rate Reform (ASC 848): Scope which provides temporary optional guidance to ease the same immediately before and after the modification. ASU 2017-09 is effective for annual periods beginning after December 15, 2017, with early adoption permitted. We adopted the standard on January 1, 2018, which resultedpotential burden in no impact. If we encounter a change to the terms or conditions of any of our share-based payment awards we will evaluate the need to apply modification accounting based on the new guidance. The general treatment for modifications of share-based payment awards is to record the incremental value arising from the change as additional compensation cost.
In February 2017, the FASB issued an updated (“ASU 2017-05”) Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets, to clarify the scope and accounting for derecognition of nonfinancial assets. ASU 2017-05 eliminatedreference rate reform in contracts and other transactions that reference the guidance specific to real estate sales and partial sales. ASU 2017-05 defines “in-substance nonfinancial assets” and includes guidance on partial sales of nonfinancial assets. ASU 2017-05 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017, with early adoption permitted. We adopted the standard on January 1, 2018, which resulted in no impact.
In January 2017, the FASB issued an update (“ASU 2017-01”) Clarifying the Definition of a Business, which changes the definition of a business to exclude acquisitions where substantially all of the fair value of the assets acquired are concentrated in a single identifiable assetLondon Interbank Offered Rate or a group of similar identifiable assets. While there are various differences between accounting for an asset acquisition and a business combination, the largest impact is that transaction costs are capitalized for asset acquisitions rather than expensed when they are considered business combinations. ASU 2017-01 is effective for annual periods beginning after December 15, 2017, with early adoption permitted. We elected to early adopt ASU 2017-01 effective January 1, 2017. The adoption of this standard has resulted in asset acquisition classification for the real estate acquisitions closed in the year ended December 31, 2017, and accordingly, acquisition costs for these acquisitions have been capitalized (refer to Note 4 Acquisitions and Dispositions).
In February 2016, the FASB issued an update (“ASU 2016-02”) Leases, which revises the accounting related to lease accounting. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases with terms greater than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The provisions of ASU 2016-02 are effective for fiscal years beginning after December 15, 2018 and should be applied through a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption is permitted. We expect to adopt


the standard beginning January 1, 2019. This standard will impact our consolidated financial statements by the recording of right-of-use assets and lease liabilities on our consolidated balance sheets for operating and finance leases where we are the lessee. We are currently in the process of evaluating the inputs required to calculate the amount that will be recorded on our consolidated balance sheets for these leases. In addition, leases where we are the lessor that meet the criteria of a finance lease will be amortized using the effective interest method with corresponding charges to interest expense and amortization expense. Leases where we are the lessor that meet the criteria of an operating lease will continueanother reference rate expected to be amortized on a straight-line basis. Further, internal leasing department costs previously capitalized will be expensed within general and administrative expenses. Historical capitalizationdiscontinued because of internal leasing costs was $0.7 million and $0.8 million for the years ended December 31, 2017 and December 31, 2016. ASU 2016-02 originally stated that companies would be required to bifurcate certain lease revenues between lease and non-lease components, however, the FASB issued an exposure draft in January 2018 (2018 Exposure Draft) which, if adopted as written, would allow lessors a practical expedient by class of underlying assets to account for lease and non-lease components as a single lease componentreference rate reform, if certain criteria are met. ASU 2016-02 originally required2020-04 and ASU 2021-01 are 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. There were no modifications to our existing debt agreements as a modified retrospective methodresult of adoption,reference rate reform in the current year, however, we refinanced two loans in 2022 previously indexed to LIBOR, which are now indexed to SOFR and the 2018 Exposure Draft indicatesPrime Rate. We plan to transition all variable rate loans currently indexed to LIBOR to SOFR, based on discussions with our lenders.
In April 2020, the FASB issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of COVID-19. Under existing lease guidance, the Company would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated with the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A clarifies that companiesentities may be permittedelect to not evaluate whether lease-related relief, that lessors provide to mitigate the economic effects of COVID-19 on lessees, is a lease modification under ASC 842. Instead, when the cash flows resulting from the lease concession granted for COVID-19 rent relief are substantially the same or less than the cash flows of the original contract, an entity may elect to apply the modification guidance (i.e. assume the relief was always contemplated by the contract or assume the relief was not contemplated by the contract).
The FASB stated that there are multiple ways to account for rent concessions, none of which the FASB believes are more preferable than the others. Two of those methods are: (i) account for the concessions as if no changes to the lease contract were made; under that accounting, a lessor would continue to increase its lease receivable and continue to recognize income, referred to as the “receivable approach”; or (ii) account for the deferred payments or abatements as variable lease payments; under that accounting, a cumulative-effect adjustment tolessor would recognize the opening balance of retained earningspayment as income in profit or loss in the period of adoption. in which the changes in facts and circumstances on which the variable lease payments are based occurred, referred to as the “variable approach”.
The Company will continuemade the election to evaluateaccount for rent concessions using the impactreceivable approach or variable approach on a disaggregated basis, with such election applied consistently to leases with similar characteristics and similar circumstances. The Company has granted rent deferrals accounted under both the receivable approach by electing the Lease Modification Q&A and as modifications due to term extensions of this guidance until it becomes effective.

In May 2014, the FASB issued an update (“ASU 2014-09”) Revenue from Contracts with Customersleases. The Company has also granted abatements accounted for under both the variable approach and as modifications due to ASC Topic 606, which supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition. ASU 2014-09 requires additional disclosure about the nature, amount, timingexecuted agreements including other rental term modifications, such as term extensions and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments andsubstantial changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. During the year ended December 31, 2016, the FASB issued the following updates to ASC Topic 606 to clarify and/or amend the guidance in ASU 2014-09: (i) ASU 2016-08 Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarifies the implementation guidance on principal versus agent considerations, (ii) ASU 2016-10 Identifying Performance Obligations and Licensing, which clarifies guidance related to identifying performance obligations and licensing implementation guidance and (iii) ASU 2016-12 Narrow-Scope Improvements and Practical Expedients, which amends certain aspects of ASU 2014-09. In August 2015, the FASB issued an update (“ASU 2015-09”) Revenue from Contracts with Customers to ASC Topic 606, which defers the effective date of ASU 2014-09 for all entities by one year. ASU 2015-09 is effective beginning after December 15, 2017, including interim reporting periods within that reporting period. We adopted this standard effective January 1, 2018 using the modified retrospective approach which requires applying the new standard to all existing contracts not yet completed as of the effective date. We have completed our evaluation of the standard’s impact on the Company’s revenue streams, specifically management and development fee income. We expect the new standard to primarily impact qualitative disclosures rather than materially affecting our revenue recognition accounting policies and will not have a material impact on our consolidated financial statements.

cash flows.
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.





4.ACQUISITIONS AND DISPOSITIONS














60


4.     ACQUISITIONS AND DISPOSITIONS
Acquisitions
During the years ended December 31, 2022 and December 31, 2021, we closed on the following acquisitions:
Date PurchasedProperty NameCityStateSquare Feet
Purchase Price(1)
(in thousands)
February 24, 2022
40 Carmans Road(2)
MassapequaNY12,000 $4,260 
June 8, 2022The Shops at RiverwoodHyde ParkMA78,000 33,343 
2022 Total$37,603 
August 10, 2021
601 Murray Road(3)
East HanoverNJ88,000 $18,312 
August 19, 2021
151 Ridgedale Avenue(3)
East HanoverNJ187,000 37,759 
December 23, 2021Woodmore Towne CentreGlenardenMD712,000 198,055 
2021 Total$254,126 
(1) The total purchase price for the properties acquired in the years ended December 31, 2022 and December 31, 2021 include $0.6 million and $5.2 million, respectively, of transaction costs incurred related to the transactions.
(2) The outparcel is included with Sunrise Mall in our total property count. The Company has an 82.5% controlling interest in the property with the remaining 17.5% owned by others.
(3) These properties are included with East Hanover Warehouses in our total property count.

During the year ended December 31, 2017 and December 31, 2016,2022, the Company purchased two assets, comprising 90,000 sf, at an aggregate purchase price of $37.6 million.
The 12,000 sf outparcel acquired in February 2022, located at 40 Carmans Road, is adjacent to the entrance of our mall in Massapequa, NY. This acquisition supports the overall plans we currently have under way to redevelop Sunrise Mall.
On June 8, 2022, the Company closed on the following acquisitions:
Date Purchased Property Name City State Square Feet 
Purchase Price(1)
          (in thousands)
January 4, 2017 Yonkers Gateway Center Yonkers NY 
(2) 
$51,902
January 17, 2017 Shops at Bruckner Bronx NY 114,000
 32,269
February 2, 2017 Hudson Mall Jersey City NJ 383,000
 44,273
May 24, 2017 Yonkers Gateway Center Yonkers NY 437,000
(2) 
101,825
May 24, 2017 The Plaza at Cherry Hill Cherry Hill NJ 413,000
 53,535
May 24, 2017 Manchester Plaza Manchester MO 131,000
 20,162
May 24, 2017 Millburn Gateway Center Millburn NJ 102,000
 45,583
May 24, 2017 21 E Broad St / One Lincoln Plaza Westfield NJ 22,000
 10,158
May 25, 2017 The Plaza at Woodbridge Woodbridge NJ 411,000
 103,962
        2017 Total$463,669
           
December 22, 2016 North Bergen - outparcel North Bergen NJ 0.3
(3) 
$2,667
        2016 Total$2,667
(1)
Includes $11.3 million of transaction costs incurred since January 1, 2017.
(2)
On January 4, 2017, we acquired fee and leasehold interests, including the lessor position under an operating lease for the whole property. On May 24, 2017, we purchased the remaining fee and leasehold interests not previously acquired, including the lessee position under the operating lease for the whole property.
(3)
In acres.

On January 4, 2017, we acquired fee and leasehold interestsacquisition of The Shops at Riverwood, a 78,000 sf grocery-anchored shopping center located in Yonkers Gateway CenterHyde Park, MA, for $51.9 million. Consideration for thisa purchase consistedprice of the issuance of $48.8$33.3 million, in OP units and $2.9 million of cash.including transaction costs. The total number of OP units issued was 1.8 million at a value of $27.09 per unit. Transaction costs associated with this acquisition were $0.2 million.

On January 17, 2017, we acquired the leasehold interestcenter is located in the Shops at Bruckner for $32.3 million, consistinggreater Boston area and is anchored by a grocer and a strong array of the assumption of the existing debt of $12.6 millionnational and $19.4 million of cash. The property is a 114,000 sf retail center in the Bronx, NY directly across from our 376,000 sf Bruckner Commons shopping center. We own the land under the Shops at Bruckner and had been leasing it to the seller under a ground lease that ran through September 2044. Concurrent with the acquisition, we wrote-off the unamortized intangible liability balance related to the below-market ground lease as well as the existing straight-line receivable balance. As a result, we recognized $39.2 million of income from acquired leasehold interest inregional tenants.
During the year ended December 31, 2017. Transaction costs associated2021, the Company purchased three assets with this acquisition were $0.3a total consideration of $254.1 million.

On February 2, 2017, weThe two industrial properties, acquired Hudson Mall, a 383,000 sf retail center in Jersey City, NJAugust 2021, are adjacent to our existing Hudson Commons shopping center. Consideration943,000 sf warehouse park in East Hanover, NJ. The acquisition of 151 Ridgedale Avenue was partially funded via a 1031 exchange using cash proceeds from previous dispositions.
In December 2021, the Company closed on the acquisition of Woodmore Towne Centre, a 712,000 sf retail center located in Glenarden, MD, for thisa purchase consistedprice of the assumption of the existing debt of $23.8$198.1 million, and $19.9 million of cash. Transaction costs associated with this acquisition were $0.6 million.

On May 24 and 25, 2017, we acquired the Portfolio comprising 1.5 million sf of gross leasable area, predominantly in the New York City metropolitan area, for $325 million excludingincluding transaction costs. The Portfolio was privately owned for more than three decadesproperty sits on 83 acres and was 83% leased asincludes an additional 22 acres of the date of acquisition. Consideration for this purchase consisted of the issuance of $122 million in OP units, the assumption of $33 million of existing mortgage debt, the issuance of $126 million of non-recourse, secured mortgage debt and $44 million of cash. The total number of OP units issued was 4.5 million at a value of $27.02 per unit. Transaction costs associated with this acquisition were $10.2 million.

All acquisitions closed during the year ended December 31, 2017 were accounted for as asset acquisitions in accordance with ASU 2017-01, adopted January 1, 2017. Accordingly, transaction costs incurred since January 1, 2017 related to these transactions were capitalized as part of the asset’s purchase price. The purchase prices for all acquisitions were allocatedland adjacent to the acquired assets and liabilities based on their relative fair values at date of acquisition.





main parcel that may be developed for a complementary commercial use in the future.
The aggregate purchase price of the above property acquisitions have been allocated as follows:
Property NameLandBuildings and improvements
Identified intangible assets(1)
Identified intangible liabilities(1)
Other assets, netTotal Purchase Price
(in thousands)
40 Carmans Road$1,118 $3,142 $— $— $— $4,260 
The Shops at Riverwood10,866 19,441 4,024 (988)— 33,343 
2022 Total$11,984 $22,583 $4,024 $(988)$— $37,603 
601 Murray Road$2,075 $14,733 $1,722 $(218)$— $18,312 
151 Ridgedale Avenue2,990 35,509 — (740)— 37,759 
Woodmore Towne Centre(2)
28,398 144,834 23,128 (8,035)9,730 198,055 
2021 Total$33,463 $195,076 $24,850 $(8,993)$9,730 $254,126 
Property Name Land Buildings and improvements 
Identified intangible assets(1)
 
Identified intangible liabilities(1)
 Debt premium Total purchase price
(in thousands)            
Yonkers Gateway Center $40,699
 $
 $25,858
 $(14,655) $
 $51,902
Shops at Bruckner 
 32,979
 12,029
 (12,709) (30) 32,269
Hudson Mall 15,824
 37,593
 9,930
 (17,344) (1,730) 44,273
Yonkers Gateway Center 22,642
 110,635
 38,162
 (68,694) (920) 101,825
The Plaza at Cherry Hill 14,602
 33,666
 7,800
 (2,533) 
 53,535
Manchester Plaza 4,409
 13,756
 3,256
 (1,259) 
 20,162
Millburn Gateway Center 15,783
 25,387
 5,360
 (947) 
 45,583
21 E Broad St / One Lincoln Plaza 5,728
 4,305
 679
 (554) 
 10,158
The Plaza at Woodbridge 21,547
 75,017
 11,596
 (4,198) 
 103,962
2017 Total $141,234
 $333,338
 $114,670
 $(122,893) $(2,680) $463,669
             
North Bergen - outparcel $2,667
 $
 $
 $
 $
 $2,667
2016 Total $2,667

$

$

$

$

$2,667
(1) As of December 31, 2017,2022, the remaining weighted average amortization periods of the identified intangible assets and identified intangible liabilities acquired in 20172022 were 17.98.6 years and 16.616.2 years, respectively and the remaining weighted average amortization periods of the identified intangible assets and identified intangible liabilities acquired in 2021 were 8.3 years and 13.9 years, respectively.

61


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

Dispositions

On June 30, 2017, we completed the sale of our property previously classified as held for sale in Eatontown, NJ, for $4.8 million, net of selling costs. Prior to the sale, the book value of this property exceeded its estimated fair value less costs to sell, and as such, an impairment charge of $3.5 million was recognized inDuring the year ended December 31, 2017. Our determination of fair value was based on2022, no dispositions were completed by the executed contract of sale withCompany.
During the third-party buyer.

On September 8, 2017, we completed the sale of excess land in Kearny, NJ for $0.3 million, resulting in a gain of $0.2 million.

On June 9, 2016, we completed the sale of a shopping center located in Waterbury, CT for $21.6 million, resulting in a gain of $15.6 million.

Real Estate Held for Sale

Atyear ended December 31, 2017,2021, we haddisposed of three properties and one property classified as held for sale in Allentown, PA based on the executed contractparcel and received proceeds of sale with a third-party buyer and our intent to dispose of the property. The carrying amount of our property in Allentown, PA is $3.3$34.9 million, net of accumulated depreciation of $14.3selling costs, resulting in an $18.6 million which is included in prepaid expenses and other assets in our consolidated balance sheets as of December 31, 2017. We expect to complete thenet gain on sale of Allentownreal estate. Of these dispositions completed during 2018.

5.RELATED PARTY TRANSACTIONS

In connection with the separation, the Company and Vornado entered into a transition services agreement under which Vornado provided transition services to the Company including human resources, information technology, risk management, tax services and office space and support. The fees charged to us by Vornado for those transition services approximated the actual cost incurred by Vornado in providing such services. On June 28, 2016, the Company executed an amendment to the transition services agreement, extending Vornado’s provision of information technology, risk management services and the portion of the human resources service related to health and benefits through July 31, 2018, unless terminated earlier. Fees for these services remain the same except that they may be adjusted for inflation. As of December 31, 2017 and December 31, 2016, there were no amounts due to Vornado related to such services.

During the yearsyear ended December 31, 2017, 2016, and 2015 there2021, two were $1.6 million, $1.7 million, and $2.4 million respectively, of costs paid to Vornado included in general and administrative expenses, which consisted of $1.0 million, $0.9 million, and $0.4


million of rent expense for two of our office locations and $0.6 million, $0.8 million, and, $2.0 million of transition services fees, respectively.

Management and Development Fees
In connectioncompleted as a 1031 exchange with the separation,acquisition of 151 Ridgedale Avenue, allowing for the Company and Vornado entered into property management agreements under whichdeferral of capital gains from the Company provides management, development, leasing and other services to certain properties owned by Vornado and its affiliates, including Interstate Properties (“Interstate”) and Alexander’s, Inc. (NYSE:ALX). Interstate is a general partnership that owns retail properties in which Steven Roth, Chairman of Vornado’s Board and Chief Executive Officer of Vornado, and a member of our Board of Trustees, is the managing general partner. Interstate and its partners beneficially owned an aggregate of approximately 7.2% of the common shares of beneficial interest of Vornado as of December 31, 2017. As of December 31, 2017, Vornado owned 32.4% of Alexander’s, Inc. sale for income tax purposes.
During the yearsyear ended December 31, 2017, 2016,2021, the Company also sold its lessee position in its ground lease at Vallejo, CA and 2015 we recognized managementreceived proceeds of $2.4 million, net of selling costs, and development fee income of $1.5 million, $1.8 million,derecognized the ROU asset and $2.3 million respectively. As of December 31, 2017 and December 31, 2016, there were $0.2 million and $0.3 million, respectively, of fees due from Vornado included in tenant and other receivables in our consolidated balance sheets.corresponding lease liability related to the lease.


6.5.     IDENTIFIED INTANGIBLE ASSETS AND LIABILITIES
The following table summarizes our identified intangible assets and liabilities:
(Amounts in thousands)December 31, 2022December 31, 2021
In-place leases$93,191 $96,648 
Accumulated amortization(36,196)(33,057)
Above-market leases9,013 10,185 
Accumulated amortization(3,396)(3,147)
Other intangible assets1,635 1,635 
Accumulated amortization(1,391)(1,157)
Identified intangible assets, net of accumulated amortization62,856 71,107 
Below-market leases134,144 135,654 
Accumulated amortization(40,816)(35,029)
Identified intangible liabilities, net of accumulated amortization$93,328 $100,625 
(Amounts in thousands)December 31, 2017 December 31, 2016
In-place leases$88,355
 $29,065
Accumulated amortization(21,557) (12,244)
Below-market ground leases(1)
23,730
 23,730
Accumulated amortization(10,819) (9,847)
Above-market leases7,356
 441
Accumulated amortization(1,228) (270)
Other intangible assets1,635
 
Accumulated amortization(223) 
Identified intangible assets, net of accumulated amortization87,249
 30,875
Below-market leases246,791
 219,519
Accumulated amortization(65,832) (72,528)
Identified intangible liabilities, net of accumulated amortization$180,959
 $146,991

(1)Intangible assets related to below-market leases where the Company is a lessee under a ground lease.

Amortization of acquired below-market leases, net of acquired above-market leases resulted in additional rental income of $9.5$6.7 million $7.8, $55.2 million, and $7.9$10.6 million for the years ended December 31, 2017, 20162022, 2021 and 2015,2020, respectively. On September 29, 2021, the Company entered into agreements to terminate certain leases, effective October 15, 2021. The modification of these leases resulted in accelerated amortization of the below-market intangible lease liabilities of $45.9 million which is included in rental revenue for the year ended December 31, 2021. The intangibles related to these leases were fully amortized and subsequently written-off in 2021.
Amortization of acquired in-place leases and customer relationships resulted in additional depreciation and amortization expense of $9.3$10.9 million $2.0, $8.6 million, and $1.5$10.2 million for the years ended December 31, 2017, 20162022, 2021 and 2015,2020, respectively.

Certain shopping centers are subject to ground leases or ground and building leases. Amortization During 2021, we recognized $0.4 million of these acquired below-market leases resulted in additional rent expense of $1.0 million for eachaccelerated amortization of the years ended December 31, 2017, 2016 and 2015, respectively.

in-place lease intangibles related to the terminations of the leases noted above.
The following table sets forth the estimated annual amortization expense(expense) and income related to intangible assets and liabilities for the five succeeding years commencing January 1, 2018:2023:
(Amounts in thousands)Below-MarketAbove-MarketIn-Place Lease
YearOperating Lease AmortizationOperating Lease AmortizationAmortization
2023$7,764 $(1,081)$(9,064)
20247,528 (920)(7,801)
20257,348 (725)(6,334)
20266,971 (606)(5,630)
20276,693 (458)(5,101)

62
(Amounts in thousands) Below-Market Above-Market In-Place Leases Below-Market Ground
Year Operating Lease Income Operating Lease Expense Expense  Leases Expense
2018 $12,074
 $1,574
 $11,317
 $972
2019 11,620
 1,294
 8,620
 972
2020 11,453
 1,016
 7,349
 972
2021 11,251
 803
 6,033
 622
2022 10,802
 426
 4,240
 590




7.6.     MORTGAGES PAYABLE
The following is a summary of mortgages payable as of December 31, 20172022 and December 31, 2016.2021.
 Interest Rate atDecember 31,December 31,
(Amounts in thousands)MaturityDecember 31, 202220222021
First mortgages secured by: 
Variable rate
Hudson Commons(1)
11/15/20245.97%$27,482 $28,034 
Greenbrook Commons(1)
11/15/20245.97%25,581 26,097 
Gun Hill Commons(1)
12/1/20245.97%24,188 24,680 
Plaza at Cherry Hill(2)
6/15/20258.00%29,000 28,244 
Plaza at Woodbridge(3)
6/8/20275.26%52,947 54,029 
Total variable rate debt159,198 161,084 
Fixed rate
Bergen Town Center4/8/20233.56%300,000 300,000 
Shops at Bruckner5/1/20233.90%9,020 9,698 
Hudson Mall12/1/20235.07%21,380 22,154 
Yonkers Gateway Center4/6/20244.16%24,996 26,774 
Brick Commons12/10/20243.87%48,636 49,554 
West End Commons12/10/20253.99%24,658 25,100 
Las Catalinas Mall2/1/20264.43%119,633 123,977 
Town Brook Commons12/1/20263.78%30,825 31,400 
Rockaway River Commons12/1/20263.78%27,291 27,800 
Hanover Commons12/10/20264.03%62,453 63,000 
Tonnelle Commons4/1/20274.18%98,870 100,000 
Manchester Plaza6/1/20274.32%12,500 12,500 
Millburn Gateway Center6/1/20273.97%22,489 22,944 
Totowa Commons12/1/20274.33%50,800 50,800 
Woodbridge Commons12/1/20274.36%22,100 22,100 
Brunswick Commons12/6/20274.38%63,000 63,000 
Rutherford Commons1/6/20284.49%23,000 23,000 
Kingswood Center2/6/20285.07%69,935 70,815 
Hackensack Commons3/1/20284.36%66,400 66,400 
Marlton Commons12/1/20283.86%37,400 37,400 
East Hanover Warehouses12/1/20284.09%40,700 40,700 
Union (Vauxhall)12/10/20284.01%45,600 45,600 
The Shops at Riverwood6/24/20294.25%21,466 — 
Freeport Commons12/10/20294.07%43,100 43,100 
The Outlets at Montehiedra6/1/20305.00%77,531 79,381 
Montclair(4)
8/15/20303.15%7,250 7,250 
Garfield Commons12/1/20304.14%40,300 40,300 
Woodmore Towne Centre1/6/20323.39%117,200 117,200 
Mount Kisco Commons11/15/20346.40%11,760 12,377 
Total fixed rate debt1,540,293 1,534,324 
 Total mortgages payable1,699,491 1,695,408 
Unamortized debt issuance costs(7,801)(8,218)
Total mortgages payable, net of unamortized debt issuance costs$1,691,690 $1,687,190 
(1)Bears interest at one month LIBOR plus 190 bps.
(2)Bears interest at the Prime Rate plus 50 bps with a minimum rate of 4.25%.
(3)Bears interest at one month SOFR plus 226 bps. The variable component of the debt is hedged with an interest rate cap agreement to limit SOFR to a maximum of 3%.
(4)Bears interest at LIBOR 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.
63


    Interest Rate at December 31, December 31,
(Amounts in thousands) Maturity December 31, 2017 2017 2016
First mortgages secured by:        
Variable rate        
Plaza at Cherry Hill(8)
 5/24/2022 2.96% $28,930
 $
Westfield - One Lincoln Plaza(8)
 5/24/2022 2.96% 4,730
 
Plaza at Woodbridge(8)
 5/25/2022 2.96% 55,340
 
Hudson Commons(10)
 11/15/2024 3.26% 29,000
 
Watchung(10)
 11/15/2024 3.26% 27,000
 
Bronx (1750-1780 Gun Hill Road)(10)
 12/1/2024 3.26% 24,500
 
Cross-collateralized loan (variable)(1) 
  —% 
 38,756
Total variable rate debt     169,500

38,756
Fixed rate        
Englewood(3)
 10/1/2018 6.22% 11,537
 11,537
Montehiedra Town Center, Senior Loan(2)
 7/6/2021 5.33% 86,236
 87,308
Montehiedra Town Center, Junior Loan(2)
 7/6/2021 3.00% 30,000
 30,000
Bergen Town Center 4/8/2023 3.56% 300,000
 300,000
Shops at Bruckner(6)
 5/1/2023 3.90% 12,162
 
Hudson Mall(7)
 12/1/2023 5.07% 25,004
 
Yonkers Gateway Center(9)
 4/6/2024 4.16% 33,227
 
Las Catalinas 8/6/2024 4.43% 130,000
 130,000
Brick 12/10/2024 3.87% 50,000
 
North Plainfield 12/10/2025 3.99% 25,100
 
Middletown 12/1/2026 3.78% 31,400
 
Rockaway 12/1/2026 3.78% 27,800
 
East Hanover (200 - 240 Route 10 West)
 12/10/2026 4.03% 63,000
 
North Bergen (Tonnelle Ave)(5)
 4/1/2027 4.18% 100,000
 73,951
Manchester Plaza 6/1/2027 4.32% 12,500
 
Millburn 6/1/2027 3.97% 24,000
 
Totowa 12/1/2027 4.33% 50,800
 
Woodbridge Commons
 12/1/2027 4.36% 22,100
 
East Brunswick 12/6/2027 4.38% 63,000
 
East Rutherford 1/6/2028 4.49% 23,000
 
Hackensack 3/1/2028 4.36% 66,400
 
East Hanover Warehouses 12/1/2028 4.09% 40,700
 
Marlton 12/1/2028 3.86% 37,400
 
Union (2445 Springfield Ave) 12/10/2028 4.01% 45,600
 
Freeport (437 East Sunrise Highway)
 12/10/2029 4.07% 43,100
 
Garfield 12/1/2030 4.14% 40,300
 
Mt Kisco -Target(4)
 11/15/2034 6.40% 14,451
 14,883
Cross-collateralized loan (fixed)(1) 
  —% 
 519,125
Total fixed rate debt     1,408,817

1,166,804
  Total mortgages payable 1,578,317

1,205,560
  Unamortized debt issuance costs (13,775) (8,047)
Total mortgages payable, net of unamortized debt issuance costs

 $1,564,542
 $1,197,513
(1)
The cross-collateralized mortgage loan was defeased and prepaid on November 15, 2017.
(2)
As part of the planned redevelopment of Montehiedra Town Center, we committed to fund $20.0 million for leasing and capital expenditures which has been fully funded as of December 31, 2017.


(3)
During 2017, our property in Englewood, NJ was transferred to a receiver. Subsequent to December 31, 2017, the property was sold at a foreclosure sale. Upon issuance of the court’s order approving the sale and discharging the receiver, all assets and liabilities related to the property will be removed. The consolidated balance sheet included total assets and liabilities of $12.4 millionand $14.8 million, respectively as of December 31, 2017.
(4)
The mortgage payable balance on the loan secured by Mount Kisco (Target) includes $1.0 million and $1.1 million of unamortized debt discount as of December 31, 2017 and December 31, 2016, respectively. The effective interest rate including amortization of the debt discount is 7.37% as of December 31, 2017.
(5)
On March 29, 2017, we refinanced the $74 million, 4.59% mortgage loan secured by our Tonnelle Commons property in North Bergen, NJ, increasing the principal balance to $100 million with a 10-year fixed rate mortgage, at 4.18%. As a result, we recognized a loss on extinguishment of debt of $1.3 million during the year ended December 31, 2017 comprised of a $1.1 million prepayment penalty and write-off of $0.2 million of unamortized deferred financing fees on the original loan.
(6)
On January 17, 2017, we assumed the existing mortgage secured by the Shops at Bruckner in connection with our acquisition of the property’s leasehold interest.
(7)
On February 2, 2017, we assumed the existing mortgage secured by Hudson Mall in connection with our acquisition of the property. The mortgage payable balance on the loan secured by Hudson Mall includes $1.5 million of unamortized debt premium as of December 31, 2017. The effective interest rate including amortization of the debt premium is 3.51%as of December 31, 2017.
(8)
Bears interest at one month LIBOR plus 160 bps.
(9)
Reflects the $33 million existing mortgage assumed in connection with the acquisition of Yonkers Gateway Center on May 24, 2017. The mortgage payable balance on the loan secured by Yonkers Gateway Center includes $0.8 million of unamortized debt premium as of December 31, 2017. The effective interest rate including amortization of the debt premium is 2.28%as of December 31, 2017.
(10)
Bears interest at one month LIBOR plus 190 bps.


The net carrying amount of real estate collateralizing the above indebtedness amounted to approximately $1.3$1.5 billion as of December 31, 2017.2022. Our mortgage loans contain covenants that limit our ability to incur additional indebtedness on these properties and in certain circumstances require lender approval of tenant leases and/or yield maintenance upon repayment prior to maturity. As of December 31, 2017,2022, we were in compliance with all debt covenants.
As of December 31, 2017,2022, the principal repayments for the next five years and thereafter are as follows:
(Amounts in thousands) 
Year Ending December 31,
2023$351,497 
2024166,380 
202572,683 
2026229,553 
2027316,771 
Thereafter562,607 
(Amounts in thousands)  
Year Ending December 31,  
2018 $14,787
2019 4,244
2020 7,571
2021 124,590
2022 100,899
Thereafter 1,326,226


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, modifies certain definitions and the measurement period for certain financial covenants to a trailing four-quarter period instead of the most recent quarter period annualized.
On August 9, 2022, we restated and amended the Agreement, in order to, among other things, increase the credit facility size by $200 million to $800 million and extend the maturity date to February 9, 2027, with two six-month extension options. Borrowings under the amended and restated Agreement are subject to interest at LIBORSOFR plus an applicable margin of 1.10%1.05% to 1.55%1.50% and an annual facility fee of 15 to 3530 basis points which is expensed within interest and debt expense as incurred.points. Both the spread over LIBORSOFR and the facility fee are based on our current leverage ratio and are subject to increase if our leverage ratio increases above predefined thresholds.change. The Agreement contains customary financial covenants including a maximum leverage ratio of 60% and a minimum fixed charge coverage ratio of 1.5x.
No amounts have beenwere drawn to dateor outstanding under the Agreement. Financing fees associated with the Agreement of $3.2 million and $1.9 million as of December 31, 20172022 and 2021. As of December 31, 2016, respectively,2022, financing costs associated with executing the Agreement of $6.7 million, are included in deferred financing fees inthe prepaid expenses and other assets line item of the consolidated balance sheets.sheets, as deferred financing costs, net.


DuringMortgage on Plaza at Cherry Hill
On June 3, 2022, the fourth quarterCompany refinanced the mortgage loan secured by its property, Plaza at Cherry Hill, located in Cherry Hill, NJ, with a new $29 million, 3-year, floating rate mortgage. The floating rate is calculated as the Prime Rate plus 50 basis points with a floor of 2017, we completed 18 individual,4.25% and is interest-only for the entire loan term.

Mortgage on Plaza at Woodbridge
On June 8, 2022, the Company refinanced the mortgage loan secured by its property, Plaza at Woodbridge, located in Woodbridge, NJ, and entered into a new 5-year loan agreement for $52.9 million. The terms of the loan require payment of interest at a floating rate equal to 2.26% plus one-month SOFR. Additionally, the agreement with the lender requires the Company to enter into an interest rate cap agreement to limit the maximum SOFR to 3% if the current rate is greater than 2% for five consecutive business days. On June 23, 2022, the Company purchased a one-year interest rate cap for $0.3 million which has been designated as a hedging instrument.

Mortgage on The Shops at Riverwood
On June 24, 2022, the Company obtained a 7-year non-recourse mortgage financings totaling $710 million. The new mortgages haveloan of $21.5 million at a weighted averagefixed interest rate of 4.0% with a weighted average term4.25% to maturitypartially fund the acquisition of 10 years. The proceeds received were used to legally defease and prepayShops at Riverwood.


64


Mortgage on Las Catalinas Mall
In April 2020, we notified the Company’s $544servicer of the $129 million mortgage, cross-collateralized by 39 assets and scheduled to mature in 2020. The cross-collateralizednon-recourse mortgage loan had a weighted average interest rate of 4.2%. Theon Las Catalinas Mall in Puerto Rico that cash outlay required forflow would be insufficient to service the defeasance of approximately $536.5 million was based on the purchase price of U.S. government securitiesdebt and that will generate sufficient cash flowswe were unwilling to fund the remaining payment obligations undershortfalls. In December 2020, the non-recourse mortgage loan on Las Catalinas Mall was modified to convert the mortgage from an amortizing 4.43% loan to interest only payments, starting at 3.00% in 2021 and increasing 50 basis points annually until returning to 4.43% in 2024 and thereafter. The terms of the modification enable the Company, at its option, to repay the loan fromat a discounted value of $72.5 million, beginning in August 2023 through the effectiveextended maturity date of February 2026.
While it is possible we will be able to repay the defeasance throughloan at the maturity datediscounted value in 2020. the future, it is contingent upon certain factors including the future operating performance of the property as well as the ability to meet all required payments on the loan. Therefore, in accordance with ASC 470-60 Troubled Debt Restructurings, the Company did not recognize a gain at the time of the restructuring, as the future cash payments, including contingent payments, are greater than the carrying value of the mortgage payable.
We have accrued interest of $5.4 million related to this mortgage, which is included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheets as of December 31, 2022. We incurred $1.2 million of lender fees in connection with the loan modification which are treated as a reduction of the mortgage payable balance and amortized over the term of the loan in accordance with the provisions under ASC 470-60.

Mortgage on The Outlets at Montehiedra
In connection with the defeasance, the mortgage and other liens on the property were extinguished, and all existing collateral was released. As a resultrefinancing of the refinancing,loan secured by The Outlets at Montehiedra in the second quarter of 2020, the Company generated $120provided a $12.5 million of additional cash proceeds net of refinancing costs, and recognized a $34.1 million loss on extinguishment of debt in the year ended December 31, 2017. Financing fees associatedlimited corporate guarantee. The guarantee is reduced commensurate with the new loans of $9.3 million are includedloan amortization schedule and will reduce to zero in deferred financing fees in the consolidated


balance sheet asapproximately 3.8 years. As of December 31, 2017. The2022, the remaining weighted average amortization period of these deferred financing feesexposure under the guarantee is 9.4 years as of December 31, 2017.$8.0 million. There was no separate liability recorded related to this guarantee.


8.7.     INCOME TAXES

The Company has elected to qualifybe taxed as a REIT under sections 856-860 of the Internal Revenue Code, of 1986, as amended, commencing with the filing of ourits 2015 tax return for the 2015 fiscal year for theits tax year ended December 31, 2015. Under those sections,So long as the Company qualifies as a REIT that distributes at least 90% of its REIT taxable income as a dividend to its shareholders each year and which meets certain other conditions will not be taxed on that portion of its taxable income which is distributed to its shareholders. As a REIT, we generallyunder the Code, the Company will not be subject to U.S. federal income taxes, providedtax on net taxable income that we distribute 100% of taxable income. It is our intentionit distributes annually to adhere to the organizational and operational requirements to maintain our REIT status.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 (including any alternative minimum tax, which, for corporations, was repealed for tax years beginning after December 31, 2017 by the TCJA) and may not be able to qualify as a REIT for the four subsequent taxable years.

On December 22, 2017, 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 in the Tax Cuts and Jobs Act (the "Act") was signed into law. The Act amends the Internal Revenue Code to reduce tax rates and modify policies, credits, and deductions for individuals and businesses. Effective January 1, 2018, for businesses, the Act reduces the corporate tax rate from a maximumconsolidated statements of 35% to a flat 21% rate. Since UE has elected to qualify as a REIT under sections 856-860 of the Internal Revenue Code with intent to distribute 100% of its taxable income and did not have any activities in a Taxable REIT Subsidiary (“TRS”) prior to January 1, 2018, there is no impact tocomprehensive income. In addition, the Company’s financial statements.

As of December 31, 2017, the Company elected, for tax purposes, to treat the wholly-owned limited partnership that holds its Allentown property as a taxable REIT subsidiary (“TRS”). A TRS is a corporation, other than a REIT, in which we directly or indirectly hold stock, which has made a joint election with ussubject to be treated as a TRS under Section 856(l) of the Code. A TRS is required to pay regular U.S. federal income tax at regular corporate rates.
The Company satisfied its REIT distribution requirement by distributing $0.64, $0.60 and state$0.68 per common share in 2022, 2021 and local income tax where applicable, as2020, respectively. The distributions comprised a non-REIT “C” corporation. As a result, all future taxable income recognized byregular quarterly cash dividend of $0.16 and $0.15 per common share declared for each quarter of 2022 and 2021, respectively. During the TRS, including capital gains on the sale of the property held in the TRS, will be subject to a corporate level tax.
The Allentown legal entity restructuring resulted in a capital gain recognized for tax purposes in 2017. Consequently,year ended December 31, 2020, the Company has determined that $0.37declared a regular cash dividend of the $0.88 dividends distributed to shareholders in 2017 represented long-term capital gains. The Company’s 2018 consolidated financial statements will reflect the TRS’ federal and state corporate income taxes associated with the operating activities at its Allentown property until the expected sale date in$0.22 per common share for the first quarter.
quarter of 2020 and a special cash dividend of $0.46 per common share in December 2020. The following summarizes the tax statustaxability of such dividends paid for the years ended December 31, 2017, 20162022, 2021 and 2015:2020 are as follows:
Year Ended December 31,
202220212020
Dividend paid per share(1)
$0.64 $0.60 $0.68 
Ordinary income100 %100 %100 %
Return of capital— %— %— %
Capital gains— %— %— %
 Year Ended December 31,
 2017 2016 2015
Dividend paid per share$0.88
 $0.82
 $0.80
Ordinary income58% 100% 100%
Return of capital% % %
Capital gains42% % %
(1) The special cash dividend of $0.46 per common share declared in December 2020, and paid in January 2021, was fully allocable to the 2020 tax year.


TheFor U.S. federal income tax purposes, the REIT and the 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. We are alsoHowever, the Company maintains certain non-real estate operating activities that could not be performed by the REIT, and occur through the Company’s TRS, which is subject to certain other taxes, includingfederal, state and local income taxes. These income taxes and franchise taxes which are included in general and administrative expensesincome tax expense in the consolidated and combined statements of income and comprehensive income.

65


Our twoDuring the year ended December 31, 2022, the REIT was subject to Puerto Rico malls arecorporate income taxes on its allocable share of the Company’s 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 29% non-resident withholding10% branch profits tax whichon the earnings and profits generated from its allocable share of the Company’s Puerto Rico operating activities and such tax is included in income tax benefit (expense)expense in the consolidated and combined statements of income and comprehensive income.
As a result of The Outlets at Montehiedra mortgage refinancing and the Las Catalinas Mall troubled debt restructuring that occurred during the year ended December 31, 2020, the Company recognized a gain on extinguishment of debt for U.S. federal income tax purposes and implemented various tax planning strategies to limit its impact on the Company’s overall U.S. federal taxable income. The strategies implemented resulted in the recognition of a state and local income tax liability and corresponding deferred tax asset for the REIT of $4.5 million during the year ended December 31, 2020. During the year ended December 31, 2021, based on the filing of the 2020 state and local income tax returns, this amount was reduced by $1.2 million due to the final taxable amount being lower than what was originally estimated. During the year ended December 31, 2022, no state and local income tax was recognized as a result of the transactions.
A reduction of the carrying amounts of deferred tax assets by a valuation allowance is required if, based on the evidence available, it is more likely than not (a likelihood of more than 50 percent) that some portion or all of the deferred tax assets will not be realized. Management’s determination of the ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the underlying temporary differences become deductible. As of December 31, 2022, with the exception of certain state and local deferred tax assets, management determined that it is more likely than not that all deferred tax assets will be realized. The Company recorded a valuation allowance against certain state and local deferred tax assets because management determined it is not more likely than not that these state and local deferred tax assets will be realized. There has been no change to the valuation allowance recorded against these state and local deferred tax assets during 2022.
We account for uncertain tax positions in accordance with ASC 740 Income Taxes on the basis of a two-step process whereby (i) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
During the years ended December 31, 2022 and 2021, income before income taxes from the Company’s operating activities in the United States was $41.2 million and $100.4 million, respectively, and in Puerto Rico was $9.1 million and $8.5 million, respectively. For the year ended December 31, 2022, the Puerto Rico income tax expense was $2.9 million, as compared to a Puerto Rico income tax expense of $2.4 million and a REIT state and local income tax benefit recorded was $0.3of $1.2 million for the year ended December 31, 2021. Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for the tax effect of temporary differences between the financial reporting basis and the tax basis of taxable assets and liabilities and for the tax effect of carried forward tax attributes such as net operating losses and tax credits.

Income tax expense (benefit) for the years ended December 31, 2017. During2022, 2021 and 2020 consists of the following:
Year Ended December 31,
(Amounts in thousands)202220212020
Income tax expense (benefit):
Current:
U.S. federal income tax$11 $— $— 
U.S. state and local income tax10 (1,228)4,525 
Puerto Rico income tax78 110 1,293 
Total current99 (1,118)5,818 
Deferred:
U.S. federal income tax(6)
Puerto Rico income tax2,803 2,252 (44,808)
Total deferred2,804 2,257 (44,814)
Total income tax expense (benefit)$2,903 $1,139 $(38,996)






66


Provision for income taxes differs from the amounts computed by applying the statutory federal income tax rate to consolidated net income before income taxes as follows:
Year Ended December 31,
(Amounts in thousands)202220212020
Federal provision at statutory tax rate(1)
$10,551 $22,880 $12,338 
REIT income before income taxes not subject to federal tax provision(10,539)(22,875)(12,339)
State and local income tax provision, net of federal benefit10 225 11 
Puerto Rico income tax provision2,881 2,362 (43,515)
Change in valuation allowance— (1,453)4,509 
Total income tax expense (benefit)$2,903 $1,139 $(38,996)
(1) Federal statutory tax rate of 21% for the years ended December 31, 20162022, 2021 and 2015, $0.8 million and $1.3 million of Puerto Rico tax expense was recognized, respectively. Both properties are held in a special partnership for Puerto Rico tax reporting (the general partner being a qualified REIT subsidiary or “QRS”).2020.








Income tax (benefit) expense consists of the following:
 Year Ended December 31,
(Amounts in thousands)2017 2016 2015
Income tax expense:     
Current(1)
$696
 $609
 $1,417
Deferred(974) 195
 (123)
Total income tax (benefit) expense$(278) $804
 $1,294
(1)Current income tax expense for the year ended December 31, 2016 is net of a $0.6 million reduction to the accrued income tax liability recorded in the second quarter of 2016.

A net deferred tax liability of $2.8 million is included in our consolidated balance sheet within Other liabilities as of December 31, 2017, comprised of temporary differences related to our two Puerto Rico properties, a deferred tax liability of $4.2 million offset by a deferred tax asset of $1.4 million. The deferred tax liability of $4.2 million is comprised of $2.2 million of tax depreciation in excess of GAAP depreciation, $1.7 million straight-line rents and $0.3 million of amortization of acquired leases not recorded for tax purposes. The deferred tax asset of $1.4 million is comprised of $0.5 million of insurance receivables recorded for tax purposes, $0.2 million of amortization of deferred financing fees not recorded for tax purposes and $0.7 million excess of bad debt expense for tax purposes.
The temporary differences resulting from activity during the years ended December 31, 2017, 2016, and 2015 is recorded within Income tax expense on the consolidated and combined statements of income.
Below is a table summarizing the netCompany’s deferred income tax liability balanceassets and liabilities as of December 31, 20172022 and 2016:2021:
Balance at
(Amounts in thousands)December 31, 2022December 31, 2021
Deferred tax assets:
Depreciation$37,404 $40,793 
Amortization of deferred financing costs650 860 
Rental revenue deemed uncollectible525 735 
Charitable contribution
Net operating loss1,451 1,425 
Valuation allowance— (3,061)
Total deferred tax assets40,037 40,759 
Deferred tax liabilities:
Mortgage liability(3,021)(1,394)
Straight line rent(1,009)(961)
Amortization of acquired leases(178)(205)
Accrued interest expense(1,213)(779)
Total deferred tax liabilities(5,421)(3,339)
Net deferred tax assets$34,616 $37,420 

8.     LEASES
Leases as lessor
We have approximately 900 operating leases at our retail shopping centers, malls and industrial properties which generate rental income from tenants and operating cash flows for the Company. Our tenant base comprises a diverse group of merchants including department stores, supermarkets, discounters, entertainment offerings, health clubs, DIY stores, in-line specialty shops, restaurants and other food and beverage vendors and service providers. Tenant leases under 10,000 sf generally have lease terms of 5 years or less. Tenant leases 10,000 sf or more are considered anchor leases and generally have lease terms of 10 to 25 years, with one or more renewal options available upon expiration of the initial lease term. Contractual rent increases for the renewal options are often fixed at the time of the initial lease agreement which may result in tenants being able to exercise their renewal options at amounts that are less than the fair value of the rent at the date of renewal.






67

(Amounts in thousands) 
Balance at January 1, 2016$(3,607)
Change in deferred tax assets: 
Depreciation(94)
Amortization of deferred financing costs(46)
Provision for doubtful accounts(14)
Change in deferred tax liabilities: 
Depreciation(88)
Straight-line rent39
Amortization of acquired leases8
Balance at December 31, 2016(3,802)
Change in deferred tax assets: 
Depreciation(312)
Amortization of deferred financing costs(46)
Provision for doubtful accounts514
Insurance claims receivable501
Change in deferred tax liabilities: 
Depreciation102
Straight-line rent207
Amortization of acquired leases8
Balance at December 31, 2017$(2,828)


The Operating Partnership is organizedcomponents of rental revenue for the years ended December 31, 2022, 2021 and 2020 were as limited partnershipfollows:
Year Ended December 31,
 (Amounts in thousands)202220212020
Rental Revenue
Fixed lease revenue$290,784 $318,585 $235,488 
Variable lease revenue105,592 103,882 92,792 
Total rental revenue$396,376 $422,467 $328,280 

Property, plant and is generally notequipment under operating leases as lessor
As of December 31, 2022, 2021 and 2020, substantially all of the Company’s real estate assets are subject to federal income tax. Accordingly, no provision for federal income taxes has been reflectedoperating leases.

Maturity analysis of lease payments as lessor
The Company’s operating leases, including those with revenue recognized on a cash basis, are disclosed in the accompanying consolidatedaggregate due to their consistent nature as real estate leases. As of December 31, 2022, the undiscounted cash flows to be received from lease payments of our operating leases on an annual basis for the next five years and combined financial statements. The Operating Partnership, however, is subjectthereafter are as follows:
(Amounts in thousands) 
Year Ending December 31,
2023$275,745 
2024254,064 
2025234,884 
2026214,970 
2027196,381 
Thereafter871,650 
Total undiscounted cash flows
$2,047,694 

Leases as lessee
As of December 31, 2022, the Company had twenty properties in its portfolio either completely or partially on land or in a building owned by third parties. These properties are leased or subleased to us pursuant to ground leases, building leases or easements, with remaining terms ranging from two to 77 years and provide us the right to operate the property. We also lease or sublease real estate for our two corporate offices with remaining terms of less than one year.
During the year ended December 31, 2022, the Company reassessed the lease term of one of its ground leases due to our election to renew the ground lease and remeasured the lease liability by using revised inputs as of the reassessment date of the respective lease. As a result of the reassessment, the Company recorded an additional $1.1 million of operating lease ROU asset and corresponding lease liability related to the non-resident withholding tax at our two Puerto Rico malls.ground lease.


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


The components of lease expense for the years ended December 31, 2022, 2021 and 2020 were as follows:
Year Ended December 31,
 (Amounts in thousands)202220212020
Lease expense
Operating lease cost(1)
$9,707 $10,162 $10,875 
Variable lease cost2,753 2,710 2,792 
Total lease expense$12,460 $12,872 $13,667 
(1) During the years ended December 31, 2022, 2021, and 2020 the Company recognized sublease income of $18.6 million, $19.1 million and $17.7 million, respectively, included in rental revenue on the consolidated statements of income and comprehensive income in relation to certain ground and building lease arrangements. Operating lease cost includes amortization of below-market ground lease intangibles and straight-line lease expense.




68


Supplemental balance sheet information related to leases as of December 31, 2022 and December 31, 2021 was as follows:
December 31, 2022December 31, 2021
Supplemental noncash informationOperating leasesFinance leaseOperating leasesFinance lease
Weighted-average remaining lease term14.3 years33.2 years14.8 years34.2 years
Weighted-average discount rates4.30 %4.01 %3.98 %4.01 %

Supplemental cash information related to leases for the years ended December 31, 2022 and 2021 was as follows:
 (Amounts in thousands)Year Ended December 31,
Cash paid for amounts included in the measurement of lease liabilities:20222021
Operating cash flows from operating leases$9,284 $9,584 
Operating cash flows from finance lease121 120 
Financing cash flows from finance lease12 11 
Right-of-use assets obtained in exchange for lease liabilities:
Operating leases$1,852 $772 

Maturity analysis of lease payments as lessee
The undiscounted cash flows to be paid on an annual basis for the next five years and thereafter are presented in the table below. The total amount of lease payments, on an undiscounted basis, are reconciled to the lease liability on the consolidated balance sheet by considering the present value discount.
(Amounts in thousands)OperatingFinance
Year Ending December 31,leaseslease
2023$9,321 $109 
20248,594 109 
20256,692 109 
20266,460 124 
20276,201 127 
Thereafter45,607 6,172 
Total undiscounted cash flows82,875 6,750 
Present value discount(23,086)(3,734)
Discounted cash flows$59,789 $3,016 

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 or Non-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 table below summarizes the recorded amount of assets and liabilities measured at fair value on a recurring basis as of December 31, 2022:
69


As of December 31, 2022
(Amounts in thousands)Level 1Level 2Level 3Total
Interest rate cap and swap(1)
$— $1,976 $— $1,976 
(1) Included in Prepaid expenses and other assets on the consolidated balance sheets.
There were no financial assets or liabilities measured at fair value on a recurring basis as of December 31, 2021.

Derivatives and Hedging
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 OCI until the gains or losses are reclassified to earnings. Derivatives that are not designated as hedges are adjusted to fair value through earnings. As of December 31, 2022, the Company was a counterparty to two interest rate derivative agreements which have been designated as cash flow hedges.
On June 23, 2022, in conjunction with the refinancing of the mortgage loan encumbering our property Plaza at Woodbridge, we entered into an interest rate cap agreement (the “Cap Agreement”) with a third party to limit the maximum SOFR of our floating rate debt to 3%. On the date of the Cap Agreement, we elected to designate cash flow hedge accounting for this derivative instrument.
The table below summarizes our derivative instruments, which are used to hedge the corresponding variable rate debt, as of December 31, 2022:
(Amounts in thousands)
Hedged InstrumentFair ValueNotional AmountSpreadInterest RateEffective Interest RateExpiration
Plaza at Woodbridge interest rate cap$509 $52,947 SOFR + 2.26%6.27%5.26%7/1/2023
Montclair interest rate swap$1,467 $7,250 LIBOR + 2.57%6.89%3.15%8/15/2030

The table below summarizes the effect of our derivative instruments on our consolidated statements of income and comprehensive income for the years ended December 31, 2022 and 2021:
Unrealized Gain Recognized in OCI on Derivatives
(Amounts in thousands)Years ended December 31,
Hedged Instrument20222021
Plaza at Woodbridge interest rate cap$370 $— 
Montclair interest rate swap286— 
Total$656 $— 

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 December 31, 20172022 and December 31, 2016.2021.


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 by discounting the future contractualbased on current market prices and discounted cash flows of these instruments usingat the current risk-adjusted rates availablerate at which similar loans would be made to borrowers with similar credit ratings for the remaining term of such debt, which areis 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 theseour level 2 financial instruments as of December 31, 20172022 and December 31, 2016.2021.
 As of December 31, 2022As of As of December 31, 2021
(Amounts in thousands)Carrying AmountFair ValueCarrying AmountFair Value
Mortgages payable(1)
$1,699,491 $1,542,869 $1,695,408 $1,692,674 
  As of December 31, 2017 As of December 31, 2016
(Amounts in thousands) Carrying Amount Fair Value Carrying Amount Fair Value
Assets:  
  
  
  
Cash and cash equivalents $490,279
 $490,279
 $131,654
 $131,654
Liabilities:  
  
  
  
Mortgages payable(1)
 $1,578,317
 $1,579,839
 $1,205,560
 $1,216,989
(1)Carrying amounts exclude unamortized debt issuance costs of $13.8$7.8 million and $8.0$8.2 million as of December 31, 20172022 and December 31, 2016,2021, respectively.


The following market spreads

70


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.
There were used byno impairment charges recognized during the year ended December 31, 2022.
During the year ended December 31, 2021, the Company recognized impairment charges on two retail properties that the Company was actively marketing. The Company recognized an impairment charge of $0.4 million on its property in Westfield, NJ which was sold on July 22, 2021. Additionally, the Company recognized an impairment charge of $0.1 million on its ground lease in Vallejo, CA which was sold on December 21, 2021. Prior to estimatethese dispositions, the carrying value of these assets exceeded the estimated fair value less costs to sell. The aggregated fair values of $7.9 million were based on sale agreements under negotiation with third-party buyers.
During the year ended December 31, 2020, the Company recognized an impairment charge of $3.1 million on a parcel of our property in Lodi, NJ, which was sold on January 8, 2021. Prior to the sale of the parcel, the carrying value of this property exceeded its estimated fair value less costs to sell of $7.2 million. The fair value of mortgages payable:
 December 31, 2017 December 31, 2016
 Low High Low High
Mortgages payable1.7% 2.1% 2.0% 2.3%



10.     LEASES

As Lessor
We lease space to tenants under operating leases which expire from 2018 to 2072.  The leases provide for the payment of fixed base rents payable monthly in advance as well as reimbursements of real estate taxes, insurance and maintenance costs.  Retail leases may also provide for the payment by the lessee of additional rentsparcel was based on a percentagesale agreement under negotiation with a third-party buyer.
The Company believes the inputs utilized to measure these fair values were reasonable in the context of their sales.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.
Future base rental revenue under these non-cancelable operating leases excluding extension options isAggregate impairment charges of $0.5 million and $3.1 million, respectively, are included as follows:
(Amounts in thousands)  
Year Ending December 31,  
2018 $262,499
2019 245,240
2020 216,284
2021 195,905
2022 173,528
Thereafter 1,015,389
These future minimum amounts do not include additional rents basedan expense within casualty and impairment loss on a percentageour consolidated statements of tenants’ sales or reimbursements.  Forincome and comprehensive income for the years ended December 31, 2017, 20162021 and 2015, these additional rents were $1.2 million, $0.8 million, and $1.2 million, respectively.2020.


As Lessee

We are a tenant under long-term ground leases or ground and building leases for certain of our properties. Lease expirations range from 2018 to 2102. Future lease payments under these agreements, excluding extension options, are as follows:
(Amounts in thousands)  
Year Ending December 31,  
2018 $9,091
2019 8,901
2020 6,657
2021 6,092
2022 5,429
Thereafter 30,619

11.10.     COMMITMENTS AND CONTINGENCIES
Legal Matters
ThereFrom time to time, we are a party to various legal actions against us in theproceedings, claims or regulatory inquiries and investigations arising out of, or incident to, our ordinary course of business. In our opinion, after consultationWhile we are unable to predict with legal counsel,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 not have a material adverse effect on our financial condition, results of operations or cash flows.consolidated financial position.
Loan Commitments: In January 2015, we completed the modification
Redevelopment and Anchor Repositioning
The Company has 25 active development, redevelopment or anchor repositioning projects with total estimated costs of the $120.0$216 million, 6.04% mortgage loan secured by Montehiedra Town Center. As part of the planned redevelopment of the property, we committedwhich $159.7 million remains to fund $20.0 million for leasing and building capital expenditures which has been fullybe funded as of December 31, 2017.2022. 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.
Redevelopment: As of December 31, 2017, we had approximately $195.5 million of active development, redevelopment and anchor repositioning projects underway of which $104.9 million remains to be funded. Based on current plans and estimates we anticipate the remaining amounts will be expended over the next two years.
Insurance
The Company maintains (i)numerous insurance policies including for general liability, insurance with limitsproperty, pollution, acts of $200 million for properties in the U.S.terrorism, trustees’ and Puerto Ricoofficers’, cyber, workers’ compensation and (ii) all-risk property insurance with limits of $500 million per occurrence and in the aggregate for properties in the U.S. and $139 million for properties in Puerto Rico,automobile-related liabilities. However, all such policies are subject to the terms, conditions, exclusions, deductibles and sub-limits, when applicable for certain perils such as floods and earthquakes and (iii) numerousamount other insurance policies including trustees’ and officers’ insurance, workers’ compensation and automobile-related liabilities insurance. Thelimiting factors. For example, the Company’s insurance includes coverage for certified acts of terrorism acts butinsurance excludes coverage for nuclear, biological, chemical or radiological terrorism events as defined by the Terrorism


Risk Insurance Program Reauthorization Act,Act.
The Company’s primary and excess insurance policies providing coverage for pollution related losses have an aggregate limit of $50 million and provide remediation and business interruption coverage for pollution incidents, which expires inpursuant to our policies expressly include the presence and dispersal of viruses. On December 2020. In addition,23, 2020, the Company maintains coverage for certain cybersecurity losses with limits of $5 million per occurrenceinitiated litigation in New Jersey state court, Bergen County, under these policies to recover uncollected rents and inother amounts resulting from the aggregate providing first and third party coverage including network interruption, event management, cyber extortion and claims for media content, security and privacy liability. COVID-19 virus.
Insurance premiums are typically charged directly to each of the retail properties and warehouses 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 covered from retailreimbursable by tenants at our properties, which could be material.
71


We continue to monitor the state of the insurance market and the scope and costs of coverage for acts of terrorism. However, weavailable coverage. We cannot anticipate what coverage will be available on commercially reasonable terms in the future and expect premiums across most property coverage lines to increase in light of recent events. The incurrence of uninsured losses, costs or uncovered premiums could materially and adversely affect our business, results of operations and consolidated financial condition.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.

Hurricane-Related Charges
On September 20, 2017, Hurricane Maria made landfall, damaging our two properties in Puerto Rico. All anchor tenants were open for business within weeks after the hurricane other than Marshalls at Montehiedra, which is being reconstructed. At year-end, approximately 86% of all stores previously occupied prior to the hurricane (as measured by GLA) are open.
As of December 31, 2017, the Company has incurred approximately $5.1 million of costs remediating property damages caused by the hurricane, $3.4 million capitalized within Construction in progress on the consolidated balance sheet and $1.7 million of costs expensed within Casualty and impairment loss on the consolidated statement of income. The Company expects insurance proceeds to cover substantially all of these losses subject to applicable deductibles of approximately $2.3 million.
The Company recognized $2.2 million of business interruption losses, net of $1.8 million in cash advances received from its insurance carrier. Losses of $0.9 million pertained to rent abatements when the malls were closed or inoperable as a result of the hurricane, recorded as a reduction of property rentals and tenant expense reimbursements, and $1.3 million was recorded as a provision for doubtful accounts for unpaid rents. The Company expects to recover a significant portion of these losses from insurance in 2018.
In the third quarter of 2017, the Company also recognized a $2.2 million charge reflecting the net book value of assets damaged as a result of the hurricane included within Casualty and impairment loss on the consolidated statement of income.
The Company has comprehensive, all-risk property insurance coverage on its properties in Puerto Rico, including for business interruption, with a $139 million limit of liability, subject to certain conditions, exclusions, deductibles and sub-limits.
To the extent insurance proceeds ultimately exceed the difference between replacement cost and net book value of the damaged assets, the hurricane related expenses incurred, and/or business interruption losses recognized, the excess will be reflected as income in the period those amounts are received or when receipt is deemed probable.
No determination has been made as to the total amount or timing of insurance payments that may be received as a result of the hurricane.
Environmental Matters
Each of our properties has been subjected to varying degrees of environmental assessment at various times. Based on these assessments, and the projected remediation costs, we have accrued costs of $1.2$1.6 million and $1.3$1.7 million on our consolidated balance sheets as of December 31, 20172022 and December 31, 2016,2021, respectively, for potential remediation costs for environmental contamination at twocertain properties. While this accrual reflects our best estimates of the potential costs of remediation at these properties, $0.1 million has currently been expended during the year ended December 31, 2017 and there can be no assurance that the actual costs will not exceed this amount. With respect to ourthese amounts. Although we are not aware of any other properties, the environmental assessments did not reveal any material environmental contamination. However,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
12.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. As of December 31, 2022, we have not experienced any material adverse effects from tenant bankruptcies. On January 17, 2023, Party City filed for Chapter 11 bankruptcy protection. The Company has three leases with Party City comprising approximately 35,000 sf, which generate $1.1 million in annual rental revenue. One of these leases, which generates $0.4 million in annual rental revenue, is a franchise and is not impacted by the bankruptcy filing. Additionally, according to public reports, Bed Bath & Beyond is at risk of filing for bankruptcy and has seven leases with us, including wholly-owned store concepts buybuy Baby and Harmon Face Values. These leases generate $4.6 million in annual rental revenue. At this time we have not experienced any material adverse effects from either tenant but may in the future.

11.     PREPAID EXPENSES AND OTHER ASSETS


The following is a summary of the composition of the prepaid expenses and other assets in the consolidated balance sheets:
Balance atBalance at
(Amounts in thousands)December 31, 2017 December 31, 2016(Amounts in thousands)December 31, 2022December 31, 2021
Real estate held for sale$3,285
 $
Other assets3,771
 2,161
Other assets$18,386 $19,712 
Deposits for acquisitions406
 6,600
Deferred tax asset, netDeferred tax asset, net34,616 37,420 
Deferred financing costs, net of accumulated amortization of $7,269 and $5,932, respectivelyDeferred financing costs, net of accumulated amortization of $7,269 and $5,932, respectively6,749 2,234 
Finance lease right-of-use assetFinance lease right-of-use asset2,724 2,724 
Prepaid expenses:   Prepaid expenses:
Real estate taxes7,094
 5,198
Real estate taxes12,080 9,982 
Insurance2,793
 2,545
Insurance1,391 1,088 
Rent, licenses/fees1,210
 938
Rent, licenses/fees1,261 951 
Total Prepaid expenses and other assets$18,559
 $17,442
Total Prepaid expenses and other assets$77,207 $74,111 



13.

72


12.     ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES

The following is a summary of the composition of accounts payable, accrued expenses and other liabilities in the consolidated balance sheets:
Balance at
(Amounts in thousands)December 31, 2022December 31, 2021
Accrued capital expenditures and leasing costs$35,732 $19,164 
Deferred tenant revenue28,468 28,898 
Accrued interest payable10,789 9,879 
Accrued payroll expenses9,527 9,134 
Security deposits8,048 6,693 
Other liabilities and accrued expenses6,939 8,057 
Finance lease liability3,016 3,004 
Total accounts payable, accrued expenses and other liabilities$102,519 $84,829 

 Balance at
(Amounts in thousands)December 31, 2017 December 31, 2016
Deferred ground rent expense$6,499
 $6,284
Deferred tax liability, net2,828
 3,802
Deferred tenant revenue4,183
 3,280
Environmental remediation costs1,232
 1,309
Other liabilities429
 
Total Other liabilities$15,171
 $14,675

14.13.     INTEREST AND DEBT EXPENSE
The following table sets forth the details of interest and debt expense:
 Year Ended December 31,
(Amounts in thousands)202220212020
Interest expense$55,557 $54,946 $68,184 
Amortization of deferred financing costs3,422 2,992 2,831 
Total Interest and debt expense$58,979 $57,938 $71,015 

  Year Ended December 31,
(Amounts in thousands) 2017 2016 2015
Interest expense $53,342
 $49,051
 $52,846
Amortization of deferred financing costs 2,876
 2,830
 2,738
Total Interest and debt expense $56,218
 $51,881
 $55,584



15.14.     EQUITY AND NONCONTROLLING INTEREST


At-The-Market Program
In 2016,On August 15, 2022 the Company establishedand the Operating Partnership entered into an at-the-market (“ATM”equity distribution agreement (the “Equity Distribution Agreement”) equity program, pursuantwith various financial institutions acting as agents, forward sellers, and forward purchasers. Pursuant to whichthe Equity Distribution Agreement, the Company may offer and sell from time to time itsoffer and sell, through the agents and forward sellers, the Company’s common shares, par value $0.01 per share, withhaving an aggregate gross salesoffering price of up to $250.0$250 million through a consortium(the “ATM Program”). Concurrently with the Equity Distribution Agreement, the Company entered into separate master forward confirmations (collectively, the “Master Confirmations”) with each of broker dealers actingthe 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 replaces 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.
As of December 31, 2017, $241.3 million of2022, the Company has not issued any common shares remained available for issuance under this ATM equity program and there were no common shares issued under the ATM equity program during the year ended December 31, 2017. From September 2016 to December 31, 2016, the Company issued 307,342 common shares at a weighted average price of $28.45 under its ATM equity program, generating cash proceeds of $8.7 million. We paid $0.1 million of commissions to distribution agents and $0.4 million in additional offering expenses related to the issuance of these common shares. Actual futureProgram. 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. We haveThe Company has no obligation to sell the remainingany shares available under the active ATM equity program.Program.
Underwritten Public Offering
On May 10, 2017,Share Repurchase Program
In March 2020, the Company’s Board of Trustees authorized a share repurchase program for up to $200 million of the Company’s common shares. Under the program, the Company issued 7.7may repurchase its shares from time to time in the open market or in privately negotiated transactions in compliance with Securities and Exchange Commission Rule 10b-18. 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.
73


During the years ended December 31, 2022 and December 31, 2021, no shares were repurchased by the Company. As of December 31, 2022, the Company has repurchased 5.9 million common shares of beneficial interest in an underwritten public offering pursuant to the Company’s effective shelf registration statement previously filed on Form S-3 (File No. 333-212951) with the SEC on August 5, 2016. This offering generated cash proceeds of $193.5 million, net of $1.3 million of issuance costs.
Stock Purchase Agreement
On August 4, 2017, the Company issued 6.25 million common shares of beneficial interest to a large institutional investor at a netweighted average share price of $24.80 per$9.22, for a total of $54.1 million. All share pursuant to the Company’s effective shelf registration statement previously filed on Form S-3 (File No. 333-212951) with the SEC on August 5, 2016. The issuance was a direct sale with no underwriter or placement agent such that net cash proceeds torepurchases by the Company were $155 million.completed between March and April of 2020. There is approximately $145.9 million remaining for share repurchases under this program.

Units of the Operating Partnership
An equivalent number of common units were issued by the Operating Partnership to the Company in connection with the Company’s issuance of common shares of beneficial interest, as discussed above.
The Operating Partnership’s capital includes general and common limited partnership interests in the operating partnership (“OP Units”).partnership. As of December 31, 2017,2022, Urban Edge owned approximately 89.9%96.1% of the outstanding common OP Units with the remaining limited OP Units held by Vornado Realty L.P., members of management, ourUrban 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 partythird-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”),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.

The Operating Partnership issued 1.8 million OP units in connection with the acquisition of Yonkers Gateway Center on January 4, 2017, at a value of $27.09 per unit. On May 24 and 25, 2017, the Operating Partnership issued 2.6 million OP units and 1.9 million OP units, respectively, in connection with the Portfolio acquisition at a value of $27.02 per unit (refer to Note 4 Acquisitions and Dispositions).
Dividends and Distributions
During the years ended December 31, 20172022 and 2016, 2021, the Company declared distributions on our common stock dividendsshares and OP unit distributionsunits of $0.88$0.64 and $0.82$0.60 per share/unit, respectively. This comprised regular quarterly dividends of $0.16 and $0.15 per common share and OP unit declared for each quarter in 2022 and 2021, respectively.
During the year ended December 31, 2020 the Company declared distributions on our common shares and OP units of 0.68 per share/unit in the aggregate, which comprised a regular quarterly dividend of $0.22 per common share and OP unit declared for the first quarter of 2020 and a special cash dividend of $0.46 per common share and OP unit declared in December 2020 and paid on January 19, 2021. As a result of COVID-19 and the uncertainties it generated, the Company temporarily suspended quarterly dividend distributions for the second and third quarters of 2020.
We have a Dividend Reinvestment Plan (the “DRIP”), whereby shareholders may use their dividends to purchase shares. During the years ended December 31, 2017, 20162022, 2021 and 2015, 12,788, 12,5642020, 5,512, 4,442 and 11,4073,445 shares were issued under the DRIP, respectively.

Noncontrolling Interests in Operating Partnership
Noncontrolling interests in the operating partnershipOperating 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. In connection with the separation, the Company issued 5.7 million OP units, representing a 5.4% interest in the Operating Partnership to VRLP in exchange for interests in VRLP properties contributed by VRLP. LTIP unit awards were granted to certain executives pursuant to our 2015 Omnibus Share Plan (the “Omnibus Share Plan”) and our 2018 Inducement Equity Plan (the “Inducement Plan”). OP units were issued to contributors in exchange for their property interests in connection with the Company’s acquisition of Yonkers Gateway Center and the Portfolio acquisition. property acquisitions in 2017.
The total of the OP units and LTIP units represent a 9.3%4.0% weighted-average interest in the Operating Partnership for the year ended December 31, 2017.2022. 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 at a determinable date, redeem their units for cash or the Company’s common shares on a one-for-one basis, solely at our election. During the years ended December 31, 2022, 2021 and 2020, 250,000, 100,000 and 1,355,836 units, respectively, were redeemed for an equivalent amount of common shares of the Company.

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


16.15.     SHARE-BASED COMPENSATION

Omnibus Share Plan

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


Outperformance

74


Long-Term Incentive Plans

The Compensation Committee of the Board of Trustees ofOn February 24, 2017, the Company approvedestablished the Company’s 2015 Outperformance Plan (“2015 OPP”) on November 3, 2015 and the Company’s 2017 Outperformance Plan (“2017 OPP”) on February 24, 2017. Both Outperformance Plans areunder the Omnibus Share Plan, a multi-year, performance-based equity compensation plansplan under which participants, including our Chairman and Chief Executive Officer, have the opportunity to earn awards in the form of LTIP units if, and only if, we outperform aachieve predetermined total shareholder return (“TSR”) thresholds and/or outperform the market with respect to a relative TSR in any year during the requisite performance periods as described below. The aggregate notional amountsTSRs of the 2015 OPP grant and the 2017 OPP grant are $10.2 million and $12.0 million, respectively.
Awards under the 2015 OPP and the 2017 OPP may be earned if we (i) achieve a TSR level greater than 7% per annum, or 21%certain peer companies over the three-year performance measurement period and/or (ii) achieve a TSR equal to or above, that ofbeginning on the 50th percentile of a retail REIT peer group (“Peer Group”) comprised of our peer companies, over a three-year performance measurement period. Distributions on awards accrue duringdate the measurement period, except that 10% of such distributions are paid in cash. If the designated performance objectives are achieved, LTIP units are also subject to time-based vesting requirements. Awards earned under the 2015 OPP and the 2017 OPP vest 50% in year three, 25% in year four and 25% in year five.
plan was established. The fair valuesvalue of the 2015 OPP and the 2017 OPP on the datesdate of grant were $3.9was $4.1 million.
On February 22, 2018, the Company established the 2018 Long-Term Incentive Plan (“2018 LTI Plan”) under the Omnibus Share Plan. The plan is a multi-year, equity compensation program under which participants, including our Chairman and Chief Executive Officer, have the opportunity to earn awards in the form of LTIP units that vest based on the passage of time and performance goals tied to our relative and absolute TSR. Equity awards granted under the 2018 LTI Plan are weighted, in terms of grant date and fair value, 80% performance-based and 20% time-based. The fair value of the 2018 LTI Plan on the date of grant was $3.6 million
On April 4, 2019, the Company established the 2019 Long-Term Incentive Plan (“2019 LTI Plan”) under the Omnibus Share Plan. The plan is a multi-year, equity compensation program under which participants, including our Chairman and Chief Executive Officer, have the opportunity to earn awards in the form of LTIP units that vest based on the passage of time (one-third of the program) and performance goals tied to our relative and absolute TSR during the three-year performance period following their grant (two-thirds of the program). The fair value of the 2019 LTI Plan on the date of grant was $6.3 million.
In the years ending December 31, 2022, 2021, and 2020 we recognized $0.9 million, $2.1 million and $4.1$3.5 million, respectively, of compensation expense related to the 2017 OPP, 2018 LTI Plan and 2019 LTI Plan. The compensation expense incurred during the year ended December 31, 2020, included $0.2 million related to the 2015 OPP Plan which expired in February 2020. As of December 31, 2022, there was less than $0.1 million unrecognized compensation cost related to the 2018 LTI Plan.

2018 Inducement Equity Plan
On September 26, 2018, the Company established an equity incentive plan to induce certain executives to join the Company (the “Inducement Plan”). Under the Inducement Plan, the Compensation Committee of the Board of Trustees may grant, subject to any Company performance conditions as specified by the Compensation Committee, awards to individuals who were not previously employees as an inducement material to the individual’s entry into employment with the Company. The terms and conditions of the Inducement Plan and any awards thereunder granted are substantially similar to those under the 2015 Omnibus Share Plan. The Company has granted an aggregate of 352,890 restricted LTIP Units and 2,000,000 stock options under the Inducement Plan with grant date fair values of $7.2 million and $9.3 million, respectively. AAs of December 31, 2022, there were no outstanding unvested LTIP units or stock options related to this plan.

2020 Long-Term Incentive Plan
On February 20, 2020, the Company established the 2020 Long-Term Incentive Plan (“2020 LTI Plan”) under the Omnibus Share Plan. The plan is a multi-year, equity compensation program under which participants, including our Chairman and Chief Executive Officer, have the opportunity to earn awards in the form of LTIP units that vest based on the passage of time (one-third of the program) and performance goals tied to our relative and absolute TSR during the three-year performance period following their grant (two-thirds of the program). The total grant date fair value under the 2020 LTI Plan was $8.8 million comprising performance-based and time-based awards.

Performance-based awards
For the performance-based awards under the 2020 LTI Plan, participants, have the opportunity to earn awards in the form of LTIP Units if Urban Edge’s absolute and/or relative TSR meets certain criteria over the three-year Performance Period beginning on February 20, 2020 and ending on February 19, 2023. The Company granted performance-based awards under the 2020 LTI Plan that represent 630,774 LTIP Units. The fair value of the performance-based award portion of the 2020 LTI Plan on the date of grant was $5.9 million using a Monte Carlo simulation was used to estimate the fair values based on the probability of satisfying the market conditions and the projected share prices at the time of payments, discounted to the valuation dates over the three-year performance periods. For the 2015 OPP, assumptionsvalue through a risk-neutral premise. Assumptions include historical volatility (25.0%(21.4%), risk-free interest rates (1.2%(1.4%), and historical daily return as compared to certain peer companies.
Under the Absolute TSR component, 40% of the LTIP Units will be earned if the Company’s TSR over the Performance Period is equal to 18%, 100% of the LTIP Units will be earned if the Company’s TSR over the Performance Period is equal to 27%, and 165% of the LTIP Units will be earned if the Company’s TSR over the Performance Period is equal to or greater than 36%. The Relative TSR component is based on the Company’s performance compared to a peer group comprised of 11 companies. Under the Relative TSR Component, 40% of the LTIP Units will be earned if the Company’s TSR over the Performance Period is equal to the 35th percentile of the peer group, 100% of the LTIP Units will be earned if the Company’s TSR over the
75


Performance Period is equal to the 55th percentile of the peer group, and 165% of the LTIP Units will be earned if the Company’s TSR over the Performance Period is equal to or above the 75th percentile of the peer group, with earning determined using linear interpolation if in between such relative and absolute TSR thresholds. During the years ended December 31, 2022, 2021, and 2020, respectively, we recognized $1.1 million, $1.3 million, and $1.1 million of compensation expense related to the performance-based awards under the 2020 LTI Plan.

Time-based awards
The time-based awards granted under the 2020 LTI Plan, also granted in the form of LTIP Units, vest ratably over three years except in the case of our Peer Group (which ranged from 19.0%Chairman and Chief Executive Officer, where the vesting is ratably over four years. The Company granted time-based awards under the 2020 LTI Plan that represent 169,004 LTIP units with a grant date fair value of $2.9 million. During the years ended December 31, 2022, 2021 and 2020, respectively, we recognized $0.6 million, $0.7 million, and $1.1 million of compensation expense related to 27.0%the time-based awards under the 2020 LTI Plan.

2021 Long-Term Incentive Plan
On February 10, 2021, the Company established the 2021 Long-Term Incentive Plan (“2021 LTI Plan”) under the Omnibus Share Plan. The plan is a multi-year, equity compensation program under which participants, including our Chairman and Chief Executive Officer, have the opportunity to earn awards in the form of LTIP units that vest based on the passage of time (one-half of the program) and performance goals tied to our relative and absolute TSR during the three-year Performance Period following their grant (one-half of the program). The total grant date fair value under the 2021 LTI Plan was $7.8 million, comprising both performance-based and time-based awards.

Performance-based awards
For the 2017 OPP, assumptionsperformance-based awards under the 2021 LTI Plan, participants have the opportunity to earn awards in the form of LTIP Units if Urban Edge’s absolute and/or relative TSR meets certain criteria over the three-year Performance Period beginning on February 10, 2021 and ending on February 9, 2024. The Company granted performance-based awards under the 2021 LTI Plan that represent 398,977 LTIP Units. The fair value of the performance-based award portion of the 2021 LTI Plan on the date of grant was $3.9 million using a Monte Carlo simulation to estimate the fair value through a risk-neutral premise. Assumptions include historical volatility (19.7%(49.9%), risk-free interest rates (1.5%(0.2%), and historical daily return as compared to our Peer Group. For both plans,certain peer companies.
Under the Absolute TSR component, 40% of the LTIP Units will be earned if the Company’s TSR over the Performance Period is equal to 18%, 100% of the LTIP Units will be earned if the Company’s TSR over the Performance Period is equal to 27%, and 165% of the LTIP Units will be earned if the Company’s TSR over the Performance Period is equal to or greater than 36%. The Relative TSR component is based on the Company’s performance compared to a peer group comprised of 14 companies. Under the Relative TSR Component, 40% of the LTIP Units will be earned if the Company’s TSR over the Performance Period is equal to the 35th percentile of the peer group, 100% of the LTIP Units will be earned if the Company’s TSR over the Performance Period is equal to the 55th percentile of the peer group, and 165% of the LTIP Units will be earned if the Company’s TSR over the Performance Period is equal to or above the 75th percentile of the peer group, with earning determined using linear interpolation if in between such amounts are being amortized into expense over a five-year period from the dates of grant, using graded vesting attribution models. Inrelative and absolute TSR thresholds. During the years endingended December 31, 2017, 2016,2022 and 20152021, respectively, we recognized $2.0 million, $1.1$0.9 million and $0.2$1.0 million of compensation expense related to the 2015 and 2017 OPPs’performance-based awards under the 2021 LTI Plan.

Time-based awards
The time-based awards granted under the 2021 LTI Plan, also granted in the form of LTIP Units, respectively.vest ratably over three years except in the case of our Chairman and Chief Executive Officer, where the vesting is ratably over four years. As of December 31, 2017, there was $4.62022, the Company granted time-based awards under the 2021 LTI Plan that represent 273,615 LTIP units with a grant date fair value of $3.9 million. During the years ended December 31, 2022 and 2021, respectively, we recognized $1.3 million and $1.0 million of total unrecognized compensation costexpense related to the 2015time-based awards under the 2021 LTI Plan.

2022 Long-Term Incentive Plan
On February 11, 2022, the Company established the 2022 Long-Term Incentive Plan (“2022 LTI Plan”) under the Omnibus Share Plan. The plan is a multi-year, equity compensation program under which participants, including our Chairman and 2017 OPPs’Chief Executive Officer, receive awards in the form of LTIP Units whichthat, with respect to one half of the program, vest based solely on the passage of time, and with respect to the other half of the program, are earned and vest if certain relative and absolute TSR and/or FFO growth targets are achieved by the Company over a three-year performance period. The total grant date fair value under the 2022 LTI Plan was $8.6 million comprising both performance-based and time-based awards as described further below:
76



Performance-based awards
For the performance-based awards under the 2022 LTI plan, participants have the opportunity to earn awards in the form of LTIP Units if Urban Edge’s absolute and/or relative TSR meets certain criteria over the three-year performance measurement period (the “TSR Performance Period”) beginning on February 11, 2022 and ending on February 10, 2025. Participants also have the opportunity to earn awards in the form of LTIP Units if Urban Edge’s FFO growth component meets certain criteria over the three-year performance measurement period (the “FFO Performance Period”) beginning January 1, 2022 and ending on December 31, 2024. The Company granted performance-based awards under the 2022 LTI Plan representing 349,438 Units. The fair value of the performance-based award portion of the 2022 LTI Plan on the grant date was $4.3 million using a Monte Carlo simulation to estimate the fair value of the Absolute and Relative components through a risk-neutral premise. Assumptions include historical volatility (51.0%), risk-free interest rates (1.7%), and historical daily return as compared to certain peer companies.
Under the absolute TSR component, 50% of the LTIP Units will be earned if the Company’s TSR over the TSR Performance Period is equal to 18%, 100% of the LTIP Units will be earned if the Company’s TSR over the TSR Performance Period is equal to 27%, and 200% of the LTIP Units will be earned if the Company’s TSR over the TSR Performance Period is equal to or greater than 36%. The relative TSR component is based on the Company’s performance compared to a peer group comprised of 14 companies. Under the relative TSR Component, 50% of the LTIP Units will be earned if the Company’s TSR over the TSR Performance Period is equal to the 35th percentile of the peer group, 100% of the LTIP Units will be earned if the Company’s TSR over the TSR Performance Period is equal to the 55th percentile of the peer group, and 200% of the LTIP Units will be earned if the Company’s TSR over the TSR Performance Period is equal to or above the 75th percentile of the peer group. Under the FFO growth component, 50% of the LTIP Units will be earned if the Company’s FFO growth over the FFO Performance Period is equal to 3%, 100% of the LTIP Units will be earned if the Company’s FFO growth over the FFO Performance Period is equal to 5%, and 200% of the LTIP Units will be earned if the Company’s FFO growth over the FFO Performance Period is equal to or greater than 7%. If the Company’s performance-based awards are between such thresholds, earnings will be determined using linear interpolation. During the year ended December 31, 2022, we recognized $0.7 million of compensation expense related to the performance-based awards under the 2022 LTI Plan.

Time-based awards
The time-based awards granted under the 2022 LTI Plan, also granted in the form of LTIP Units, vest ratably over three years except in the case of our Chairman and Chief Executive Officer, where the vesting is ratable over four years. As of December 31, 2022, the Company granted time-based awards under the 2022 LTI Plan that represent 266,766 LTIP Units with a grant date fair value of $4.3 million. During the year ended December 31, 2022, we recognized $1.5 million of compensation expense related to the time-based awards under the 2022 LTI Plan.

2023 Long-Term Incentive Plan
On February 10, 2023, the Company established the 2023 Long-Term Incentive Plan (“2023 LTI Plan”) under the Omnibus Share Plan. The plan is a multi-year, equity compensation program under which participants, including our Chairman and Chief Executive Officer, receive awards in the form of LTIP Units that, with respect to one half of the program, vest based solely on the passage of time, and with respect to the other half of the program, are earned and vest if certain relative and absolute TSR and/or FFO and same-property NOI growth targets are achieved by the Company over a weighted-averagethree year performance period (one-half of 3.7 years.the program). The total grant date fair value under the 2023 LTI Plan was $8.4 million, comprising both performance-based and time-based awards.































77





Units and Deferred Share Units Granted to Trustees

All trustees are granted annual awards in the form of LTIP units or Deferred Share Units (“DSU”). The following table presents trustee awards granted over the last three years:
Award DateAward Type# of Units GrantedWeighted Average Grant Date Fair Value
October 3, 2022LTIP15,566$10.97
September 1, 2022LTIP14,19412.74
June 10, 2022DSU8,64513.88
June 10, 2022LTIP51,49813.99
November 22, 2021LTIP10,20814.17
July 1, 2021LTIP12,25415.02
May 5, 2021DSU6,47615.44
May 5, 2021LTIP39,75615.09
May 6, 2020DSU12,1218.25
May 6, 2020LTIP87,1178.03

Shares Under Option

All stock options granted have ten-year contractual lives, containing vesting terms of three to five years. As of December 31, 2017,2022 and 2021, the Company had 3,930,762 shares under options with a weighted average exercise price per share of $23.19. No options were granted or exercised during the year ended December 31, 2022. As of December 31, 2022, the remaining average contractual term of shares under option outstanding at the endoptions was 3.47 years. There are 3,898,628 shares under options exercisable with a weighted average price per share of the period is 7.3 years. The following table presents stock option activity for the twelve months ended$23.22 with no intrinsic value as of December 31, 2017, 2016, and 2015:
 Shares Under Options Weighted Average Exercise Price per Share Weighted Average Remaining Expected Term
     (In years)
Outstanding at January 1, 2015
 $
 
Granted2,302,762
 23.89
 6.15
Exercised
 
 
Forfeited or expired(13,623) 24.46
 
Outstanding at December 31, 20152,289,139
 23.89
 6.15
Granted196,713
 23.52
 6.00
Exercised(8,501) 24.46
 
Forfeited or expired(5,067) 24.46
 
Outstanding at December 31, 20162,472,284
 23.86
 5.33
Granted137,259
 28.36
 6.01
Exercised
 
 
Forfeited or expired(5,879) 23.17
 
Outstanding at December 31, 20172,603,664
 $24.09
 4.40
Exercisable at December 31, 2017143,060
 $23.67
 

During the twelve months ended December 31, 2017, 2016 and 2015, the fair value of the options granted was estimated on the grant date using the Black-Scholes pricing model with the following assumptions:
 February 17, 2015 
March 12,
2015
 
April 20,
2015
 
August 17,
2015
 February 8, 2016 February 24, 2017
Risk-free interest rate1.76% 1.91% 1.60% 1.95% 1.31% 1.93%
Expected option life6.00 6.50 6.25 6.25 6.25 6.25
Expected volatility24.00% 25.00% 26.00% 27.00% 23.94% 25.06%
The options were granted with an exercise price equivalent to the average of the high and low share price on the grant date.
















2022.
Restricted Shares
The following table presents information regarding restricted share activity during the twelve months ended December 31, 2017, 2016, and 2015:
 Shares Weighted Average Grant Date Fair Value per Share
Unvested at January 1, 2015
 $
Granted35,460
 22.84
Vested(1,022) 24.46
Forfeited(3,721) 24.18
Unvested at December 31, 201530,717
 22.62
Granted117,399
 24.55
Vested(15,977) 23.17
Forfeited(2,744) 23.55
Unvested at December 31, 2016129,395
 24.29
Granted104,698
 27.69
Vested(53,236) 25.13
Forfeited(5,427) 24.64
Unvested at December 31, 2017175,430
 $26.05
During the years ended December 31, 2017, 20162022, 2021, and 2015,2020:
SharesWeighted Average Grant Date Fair Value per Share
Unvested at January 1, 202249,347 $17.23 
Granted44,214 17.69 
Vested(23,652)17.39 
Forfeited(16,531)17.24 
Unvested at December 31, 202253,378 $17.54 
During the year ended December 31, 2022, we granted 104,698, 117,399, and 35,46044,214 restricted shares respectively, that are subject to forfeiture and vest over periods ranging from one to fourthree years. The total grant date value of the 53,236, 15,977, and 1,02223,652 restricted shares vested during the year ended December 31, 2022 was $0.4 million.

Restricted Units
During the years ended December 31, 2022, 2021 and 2020, respectively, there were 431,330, 335,833, and 297,195 LTIP units issued. During the years ended December 31, 2022, 2021 and 2020, 498,298, 271,635, and 433,016, units vested, respectively. There were no restricted units converted to common shares during the years ended December 31, 2017, 20162022 and 2015 was $1.3 million, $0.4 million and $25 thousand, respectively.
In connection with the separation transaction, there were 433,040 LTIP units issued to executives during the year ended December 31, 2015 of which 343,232 were immediately vested.2021. During the year ended December 31, 2017, there2020, 223,553 restricted units were 31,734 additional LTIP units issuedconverted to executives. During the years endedcommon shares. As of December 31, 2017 and 2016, 16,789, and 39,439 units vested, respectively. The2022 the remaining 65,314487,001 units vest over a weighted average period of 2.4approximately three years.







78



Share-Based Compensation Expense
Share-based compensation expense, which is included in general and administrative expenses in our consolidated and combined statements of income and comprehensive income, is summarized as follows:
Year Ended December 31,
(Amounts in thousands)202220212020
Share-based compensation expense components:
LTIP expense(1)
$5,862 $4,909 $7,331 
Performance-based LTI expense(2)
3,170 3,865 3,792 
Stock option expense977 1,435 4,991 
Restricted share expense367 461 832 
DSU expense110 149 48 
Total Share-based compensation expense$10,486 $10,819 $16,994 
 Year Ended December 31,
(Amounts in thousands)2017 2016 2015
Share-based compensation expense components:     
Restricted share expense$1,961
 $1,314
 $282
Stock option expense2,569
 2,437
 1,901
LTIP expense(2)
557
 473
 7,748
Outperformance Plan (“OPP”) expense(1)
2,050
 1,209
 330
Total Share-based compensation expense$7,137
 $5,433
 $10,261
(1) OPP Expense forLTIP expense includes the years ended December 31, 2017, 2016, and 2015 includes $30 thousand, $0.1 million, and $0.2 million, respectively, of unrecognized compensation expense of awards issued under Vornado’s OPP for UE employees who were previously Vornado employees. The remaining OPP unrecognized compensation expense was transferred from Vornado to UE astime-based portion of the separation date2022, 2021, 2020, 2019 and is amortized on a straight-line basis over2018 LTI Plans.
(2) Performance-based LTI expense includes the remaining life2017 OPP plan and the performance-based portion of the OPP awards issued.2022, 2021, 2020, 2019 and 2018 LTI Plans.
(2) LTIP expense excludes the expense associated with LTIP units under the 2015 OPP and the 2017 OPP.


As of December 31, 2017,2022, we had a total of $12.0$9.3 million of unrecognized compensation expense related to unvested and restricted share-based payment arrangements including unvested stock options, LTIP units, deferred share units, and restricted share awards which were granted under our Omnibus Share Plan as well as OPP awards issued by Vornado.awards. This expense is expected to be recognized over a weighted average period of 2.6two years.





17.16.     EARNINGS PER SHARE AND UNIT

Urban Edge Earnings per Share
We have calculated 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. For the yearyears ended December 31, 2017, 20162022 and 2015,2021 there were options outstanding for 2,603,664, 2,472,284, and 2,289,1393,930,762 shares respectively, that potentially could be exercised for common shares. During 2017the year ended December 31, 2020 there were options outstanding for 4,930,762 shares that potentially could be exercised for common shares. During the years ended December 31, 2022, 2021 and 2016, respectively, 167,933 and 256,9172020, no options with exercise prices ranging from $22.83 to $28.36, were included in the diluted EPS calculation as their optionexercise prices were lowerhigher than the average market prices of our common shares. In addition, as of December 31, 20172022 there were 175,43053,378 unvested restricted shares outstanding that potentially could become unrestricted common shares. The computation of diluted EPS for the years ended December 31, 2017, 20162022, 2021 and 20152020 included the 167,100, 114,354,59,459, 54,988, and 25,82977,289 weighted average unvested restricted shares outstanding, respectively, as their effect is dilutive.

The effect of the redemption of OP and vested LTIP units is not reflected in the computation of basic and diluted earnings per share, as they are redeemable for common shares on a one-for-one basis. The income allocable to such units is allocated on this same basis and reflected as noncontrolling interests in the accompanying consolidated and combined financial statements. As such, the assumed redemption of these units would have no net impact on the determination of diluted earnings per share since they would be anti-dilutive.


As described in Note 2, the common shares outstanding at the date of the separation are reflected as outstanding for all periods prior to the separation. The following table sets forth the computation of our basic and diluted earnings per share:










79



The following table sets forth the computation of our basic and diluted earnings per share:
Year Ended December 31,
(Amounts in thousands, except per share amounts)202220212020
Numerator:
Net income attributable to common shareholders$46,170 $102,686 $93,589 
Less: Earnings allocated to unvested participating securities(23)(47)(62)
Net income available for common shareholders - basic$46,147 $102,639 $93,527 
Impact of assumed conversions:
OP and LTIP units1,635 3,675 81 
Net income available for common shareholders - dilutive$47,782 $106,314 $93,608 
Denominator:
Weighted average common shares outstanding - basic117,366 117,029 117,722 
Effect of dilutive securities:
Restricted share awards59 55 77 
Assumed conversion of OP and LTIP units4,215 4,363 103 
Weighted average common shares outstanding - diluted121,640 121,447 117,902 
Earnings per share available to common shareholders:
Earnings per common share - Basic$0.39 $0.88 $0.79 
Earnings per common share - Diluted$0.39 $0.88 $0.79 
 Year Ended December 31,
(Amounts in thousands, except per share amounts)2017 2016 2015
Numerator:     
Net income attributable to common shareholders$67,070
 $90,815
 $38,785
Less: Earnings allocated to unvested participating securities(155) (114) (23)
Net income available for common shareholders - basic$66,915
 $90,701

$38,762
Impact of assumed conversions:     
OP and LTIP units5,782
 53
 
Net income available for common shareholders - dilutive$72,697
 $90,754

$38,762
      
Denominator:     
Weighted average common shares outstanding - basic107,132
 99,364
 99,252
Effect of dilutive securities:     
Stock options using the treasury stock method168
 257
 
Restricted share awards167
 114
 26
Assumed conversion of OP and LTIP units10,923
 59
 
Weighted average common shares outstanding - diluted118,390
 99,794
 99,278
      
Earnings per share available to common shareholders:     
Earnings per common share - Basic$0.62
 $0.91
 $0.39
Earnings per common share - Diluted$0.61
 $0.91
 $0.39








Operating Partnership Earnings per Unit
The following table sets forth the computation of basic and diluted earnings per unit:
Year Ended December 31,
(Amounts in thousands, except per unit amounts)202220212020
Numerator:
Net income attributable to unitholders$48,065 $106,982 $97,749 
Less: net income attributable to participating securities(23)(47)(62)
Net income available for unitholders$48,042 $106,935 $97,687 
Denominator:
Weighted average units outstanding - basic121,374 120,966 121,957 
Effect of dilutive securities issued by Urban Edge59 55 77 
Unvested LTIP units207 1,086 777 
Weighted average units outstanding - diluted121,640 122,107 122,811 
Earnings per unit available to unitholders:
Earnings per unit - Basic$0.40 $0.88 $0.80 
Earnings per unit - Diluted$0.39 $0.88 $0.80 

80
 Year Ended December 31,
(Amounts in thousands, except per unit amounts)2017 2016 2015
Numerator:     
Net income attributable to unitholders$72,894
 $96,627
 $41,332
Less: net income attributable to participating securities(155) (211) (22)
Net income available for unitholders$72,739

$96,416

$41,310
      
Denominator:     
Weighted average units outstanding - basic117,779
 105,455
 105,276
Effect of dilutive securities issued by Urban Edge335
 371
 26
Unvested LTIP units276
 273
 72
Weighted average units outstanding - diluted118,390
 106,099
 105,374
      
Earnings per unit available to unitholders:     
Earnings per unit - Basic$0.62
 $0.91
 $0.39
Earnings per unit - Diluted$0.61
 $0.91
 $0.39


18.     QUARTERLY FINANCIAL DATA (unaudited)

The following tables summarize the quarterly results of operations of Urban Edge Properties and Urban Edge Properties LP for the years ended December 31, 2017 and 2016:


 Three Months Ended,
(Amounts in thousands, except per share/unit amounts)December 31, 2017 September 30, 2017 June 30, 2017 March 31, 2017
Total revenue$97,376
 $94,101
 $89,501
 $126,064
Operating income30,742
 33,190
 28,515
 69,317
Net (loss) income(15,873) 19,156
 14,920
 54,735
Net loss (income) attributable to noncontrolling interests in operating partnership1,607
 (1,967) (1,326) (4,138)
Net income attributable to noncontrolling interests in consolidated subsidiaries(11) (11) (11) (11)
Net (loss) income attributable to common shareholders(14,277) 17,178
 13,583
 50,586
Net (loss) income attributable to unitholders(15,884)
19,145

14,909

54,724
Earnings (loss) per common share - Basic(0.13) 0.15
 0.13
 0.51
Earnings (loss) per common share - Diluted(0.13) 0.15
 0.13
 0.50
Earnings (loss) per common unit - Basic(0.13) 0.15
 0.13
 0.51
Earnings (loss) per common unit - Diluted(0.13) 0.15
 0.13
 0.50



 Three Months Ended,
(Amounts in thousands, except per share/unit amounts)December 31, 2016 September 30, 2016 June 30, 2016 March 31, 2016
Total revenue$83,478
 $79,973
 $79,457
 $83,068
Operating income33,428
 33,414
 32,790
 33,386
Net income20,266
 20,505
 36,071
 19,788
Net income attributable to noncontrolling interests in operating partnership(1,218) (1,239) (2,201) (1,154)
Net (income)/loss attributable to noncontrolling interests in consolidated subsidiaries(4) (1) (2) 4
Net income attributable to common shareholders19,044
 19,265
 33,868
 18,638
Net income attributable to unitholders20,262
 20,504
 36,069
 19,792
Earnings per common share - Basic0.19
 0.19
 0.34
 0.19
Earnings per common share - Diluted0.19
 0.19
 0.34
 0.19
Earnings per common unit - Basic0.19
 0.19
 0.34
 0.19
Earnings per common unit - Diluted0.19
 0.19
 0.34
 0.19


19.     SUBSEQUENT EVENTS

Pursuant to the Subsequent Events Topic of the FASB ASC, we have evaluated subsequent events and transactions that occurred after our December 31, 2017 consolidated balance sheet date for potential recognition or disclosure in our consolidated and combined financial statements.

During 2017, our property in Englewood, NJ was transferred to a receiver. On January 31, 2018, the property was sold at a foreclosure sale. Upon issuance of the court’s order approving the sale and discharging the receiver, all assets and liabilities related to the property will be removed.




ITEM 9.
ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

None.


ITEM 9A.
ITEM 9A.    CONTROLS AND PROCEDURES

Controls and Procedures (Urban Edge Properties)

Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (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 were effective to provide reasonable assurance that information required to be disclosed by us in reports filed or submitted under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms.

Management’s Annual Report on Internal Control over Financial Reporting
The management of Urban Edge Properties and subsidiaries (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting for the Company, defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company’s boardBoard of trustees,Trustees, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting, which requires the use of certain estimates and judgments, and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:


Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and trustees of the Company; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and fraud. In designing and evaluating our control system, management recognized that any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Further, the design of a control system must reflect the fact that there are resource constraints, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, that may affect our operation have been or will be detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management’s override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions that cannot be anticipated at the present time, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.



81


The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017.2022. In making this assessment, the Company’s management used the criteria set forth by the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). Based on this assessment, management has concluded that, as of December 31, 2017,2022, the Company’s internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 20172022 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm as stated in their attestation report which is included herein.


Changes in Internal Control Over Financial Reporting
There have not been any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)) that occurred during the three months ended December 31, 20172022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Controls and Procedures (Urban Edge Properties LP)

Evaluation of Disclosure Controls and Procedures
The Operating Partnership’s management maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (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 were effective to provide reasonable assurance that information required to be disclosed by us in reports filed or submitted under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms.

Management’s Annual Report on Internal Control over Financial Reporting
The Operating Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Operating Partnership, defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the Operating Partnership’s principal executive and principal financial officers, or persons performing similar functions, and effected by the boardBoard of trustees,Trustees, management and other personnel of the Operating Partnership’s general partner, to provide reasonable assurance regarding the reliability of financial reporting, which requires the use of certain estimates and judgments, and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:


Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and trustees of the Operating Partnership’s general partner; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

The Operating Partnership’s management, including the Chief Executive Officer and Chief Financial Officer of our general partner, does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and fraud. In designing and evaluating our control system, management recognized that any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control
82


objectives. Further, the design of a control system must reflect the fact that there are resource constraints, and management necessarily was required


to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, that may affect our operation have been or will be detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management’s override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions that cannot be anticipated at the present time, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.
The Operating Partnership’s management assessed the effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, 2017.2022. In making this assessment, the Operating Partnership’s management used the criteria set forth by the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). Based on this assessment, management has concluded that, as of December 31, 2017,2022, the Operating Partnership’s internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

The effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, 20172022 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm as stated in their attestation report which is included herein.


Changes in Internal Control Over Financial Reporting
There have not been any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)) that occurred during the three months ended December 31, 20172022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

83



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Trustees
of Urban Edge Properties
New York, New York


Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Urban Edge Properties and subsidiaries (the "Company"“Company”) as of December 31, 2017,2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2022, based on the criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2017,2022, of the Company and our report dated February 14, 20182023, expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion
The Company'sCompany’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’sManagement's Annual Report on Internal Control Overover Financial Reporting. Our responsibility is to express an opinion on the Company'sCompany’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America.PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting
A company'scompany’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company'scompany’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company'scompany’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


/s/ DELOITTE & TOUCHE LLP

New York, New York
February 14, 20182023




84


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of
Urban Edge Properties LP
New York, New York


Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Urban Edge Properties LP and subsidiaries (the "Operating Partnership"“Operating Partnership”) as of December 31, 2017,2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Operating Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2022, based on the criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 20172022, of the Operating Partnership and our report dated February 14, 20182023, expressed an unqualified opinion on those financial statements.

Basis for Opinion
The Operating Partnership's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’sManagement's Annual Report on Internal Control Overover Financial Reporting. Our responsibility is to express an opinion on the Operating Partnership'sPartnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America.PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting
A company'scompany’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company'scompany’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company'scompany’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


/s/ DELOITTE & TOUCHE LLP

New York, New York
February 14, 20182023






85


ITEM 9B.
ITEM 9B.     OTHER INFORMATION

None.


ITEM 9C.     DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III


ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 will be included in the Proxy Statement to be filed relating to Urban Edge Properties’ 20182023 Annual Meeting of Shareholders and is incorporated herein by reference.


ITEM 11.EXECUTIVE COMPENSATION

ITEM 11.    EXECUTIVE COMPENSATION

The information required by Item 11 will be included in the Proxy Statement to be filed relating to Urban Edge Properties’ 20182023 Annual Meeting of Shareholders and is incorporated herein by reference.


86


ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Equity Compensation Plan Information

The following table summarizes information, as of December 31, 2017,2022, relating to our equity compensation plans pursuant to which our common shares or other equity securities may be granted from time to time.
(a)(b)(c)
Plan CategoryNumber of securities to be issued upon exercise of outstanding options, warrants and rights
Weighted-average exercise price of outstanding options, warrants and rights (2)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column a)
Equity compensation plans approved by security holders2,791,691 (1)$19.53 3,977,934 (3)
Equity compensation plans not approved by security holders170,628 (4)N/AN/A
Total2,962,319 $19.53 3,977,934 
  (a) (b) (c)
Plan Category 
Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)
 
Weighted-average exercise price of outstanding options, warrants and rights (2)
 
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column a)(3)
       
Equity compensation plans approved by security holders including the employee share purchase plan 3,701,398
 $21.79
 6,506,015
Equity compensation plans not approved by security holders N/A
 N/A
 N/A
Total 3,701,398

$21.79

6,506,015
(1) Includes an aggregate of (i) 2,603,66432,134 common shares issuable upon exercise of outstanding unvested options (excluding 2,907,129 common shares issuable upon exercise of outstanding vested options) and (ii) 1,097,7342,759,557 common shares issuable in exchange for common units which may, upon satisfaction of certain conditions, be issuable pursuant to outstanding LTIP Units in our Operating Partnership (“LTIP Units”). The LTIP Units outstanding as of December 31, 20172022 include 632,9601,087,613 LTIP Units issued pursuant to our 2015 OPP2020 LTI Plan, 2021 LTI Plan, and 2017 OPP,2022 LTI Plan which remain subject to performance-based vesting criteria.
(2)The LTIP Units do not have an exercise price. Accordingly, these awards are not included in the weighted-average exercise price calculation.
(3) Includes (i) 4,850,5191,873,435 common shares remaining available for issuance under the Urban Edge Properties 2015 Omnibus Incentive Plan (the “Plan”) and (ii) 1,655,4962,104,499 common shareshares remaining available under the Urban Edge Properties 2015 Employee Share Purchase Plan (“ESPP”). The number of common shares remaining available for issuance under the Plan is based on awards being granted as "Full Value Awards," as defined in the Plan, including awards such as restricted stock, LTIP units or performance units that do not require the payment of an exercise price. If we were to grant awards other than “Full Value Awards," as defined in the Plan, including stock options or stock appreciation rights, the number of securities remaining available for future issuance under the Plan would be 9,701,038.3,746,869. Pursuant to the terms of the ESPP, on each January 1 prior to the tenth anniversary of the ESPP’s effective date, an additional number of common shares will be added to the maximum number of shares authorized for issuance under the ESPP equal to the lesser of (a) 0.1% of the total number of common shares outstanding on December 31 of the preceding calendar year and (b) 150,000 common shares; provided that the Compensation Committee of our Board of Trustees may act prior to January 1 of any calendar year to provide that there will be no increase in the share reserve for that calendar year, or that the increase in the share reserve for that calendar year shall be less than the increase that would otherwise occur.

(4) Relates to the Urban Edge Properties 2018 Inducement Equity Plan, which is an omnibus equity plan pursuant to which we may grant a variety of equity awards pursuant to the employment inducement award exemption provided by Section 303A.08 of the New York Stock Exchange Listed Company Manual, including options, share appreciation rights, performance shares, restricted shares and other share-based awards including LTIP Units. A total of 170,628 common shares are authorized to be issued under the 2018 Inducement Equity Plan. The 2018 Inducement Equity Plan has a ten-year term expiring on September 20, 2028 and generally may be amended at any time by our Board of Trustees. Included in the 170,628 common shares authorized to be issued under the 2018 Inducement Equity Plan are an aggregate of (i) 170,628 common shares issuable in exchange for common units which may, upon satisfaction of certain conditions, be issuable pursuant to outstanding LTIP Units in our Operating Partnership (“LTIP Units”) (excluding 1,000,000 common shares issuable upon exercise of outstanding vested options).
Additional information concerning security ownership of certain beneficial owners and management required by Item 12 will be included in the Proxy Statement to be filed relating to Urban Edge Properties’ 20182023 Annual Meeting of Shareholders and is incorporated herein by reference.




ITEM 13.
ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Item 13 will be included in the Proxy Statement to be filed relating to Urban Edge Properties’ 20182023 Annual Meeting of Shareholders and is incorporated herein by reference.


ITEM 14.PRINCIPAL ACCOUNTING
ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by Item 14 will be included in the Proxy Statement to be filed relating to Urban Edge Properties’ 20182023 Annual Meeting of Shareholders and is incorporated herein by reference.


87


PART IV


ITEM 15.
ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1)Financial Statements
Our consolidated and combined financial statements and notes thereto, together with the Reports of Independent Registered Public Accounting Firm are included as a separate sectionin Item 8 of this Annual Report on Form 10-K commencing on page 4740.

(2) Financial Statement Schedules
Our financial statement schedules are included in a separate sectionItem 8 of this Annual Report on Form 10-K commencing on page 9493.

(3) Exhibits
A list of exhibits to this Annual Report on Form 10-K is set forth on the Exhibit Index immediately preceding such exhibitsto Exhibits commencing on page 89 and is incorporated herein by reference.

(b) See Exhibit Index

to Exhibits
(c) Schedules other than those listed above are omitted because they are not applicable or the information required is included in the consolidated and combined financial statements or the notes thereto.


ITEM 16.
ITEM 16.    FORM 10-K SUMMARY

Not applicable.



88


INDEX TO EXHIBITS


The following exhibits are filedincluded as part of this Annual Report on Form 10-K:
Exhibit NumberExhibit Description


89


101.INS101.SCH*XBRL Instance Document
101.SCHInline XBRL Taxonomy Extension Schema
101.CAL101.CAL*Inline XBRL Extension Calculation Linkbase
101.LAB101.LAB*Inline XBRL Extension Labels Linkbase
101.PRE101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase
101.DEF101.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 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
Management contracts and compensatory plans or arrangements required to be filed pursuant to Item 15(b) of Form 10-K.
† Filed electronically herewith

90




SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

URBAN EDGE PROPERTIES
(Registrant)
Date: February 14, 2018By:/s/ Mark Langer
Mark Langer, Chief Financial Officer
Date: February 14, 2023
URBAN EDGE PROPERTIES LP
By: Urban Edge Properties, General Partner
Date: February 14, 2018By:/s/ Mark Langer
Mark Langer, Chief Financial Officer
Date: February 14, 2023







































































91








KNOWN BY ALL PERSONS BY THESE PRESENTS, that the individuals whose signatures appear below hereby constitute and appoint Jeffrey S. Olson and Mark Langer, and each of them severally, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place and stead in any and all capacities to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do or perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or of his substitute or substitutes, may lawfully do to cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Urban Edge Properties in its own capacity and in its capacity as the Registrantsole general partner of Urban Edge Properties LP, and in the capacities and on the dates indicated:

SignatureTitleDate
By:/s/ Jeffrey S. OlsonChairman of the Board of TrusteesFebruary 14, 2023
Jeffrey S. Olsonand Chief Executive Officer
(Principal Executive Officer)
By:SignatureTitleDate
By:/s/ Jeffrey S. OlsonMark J. LangerChairman of the Board of TrusteesChief Financial OfficerFebruary 14, 20182023
Jeffrey S. OlsonMark J. Langerand Chief Executive Officer(Principal Financial Officer)
(Principal Executive Officer)
By:
By:/s/ Mark LangerAndrea R. DrazinChief FinancialAccounting OfficerFebruary 14, 20182023
Mark LangerAndrea R. Drazin(Principal FinancialAccounting Officer)
By:/s/ Jennifer HolmesMary L. BaglivoChief Accounting OfficerTrusteeFebruary 14, 20182023
Jennifer HolmesMary L. Baglivo(Principal Accounting Officer)
By:/s/ Michael A. GouldTrusteeFebruary 14, 2018
Michael A. Gould
By:/s/ Steven H. GrapsteinTrusteeFebruary 14, 20182023
Steven H. Grapstein
By:/s/ Steven J. GuttmanTrusteeFebruary 14, 20182023
Steven J. Guttman
By:/s/ Amy B. LaneNorman K. JenkinsTrusteeFebruary 14, 20182023
Amy B. LaneNorman K. Jenkins
By:/s/ Kevin P. O’SheaTrusteeFebruary 14, 20182023
Kevin P. O’Shea
By:/s/ Steven RothTrusteeFebruary 14, 20182023
Steven Roth
By:/s/ Katherine M. SandstromTrusteeFebruary 14, 2023
Katherine M. Sandstrom
By:/s/ Douglas W. SeslerTrusteeFebruary 14, 2023
Douglas W. Sesler



URBAN EDGE PROPERTIES AND URBAN EDGE PROPERTIES LP
SCHEDULE II- VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
92
Column A Column B Column C��Column D Column E
Description Balance
at Beginning
of Year
 Additions
(Reversals)
Expensed
 Uncollectible
Accounts
Written-Off
 Balance
at End
of Year
Year Ended December 31, 2017:        
Allowance for doubtful accounts $2,593
 $3,445
 $(607) $5,431
Year Ended December 31, 2016:        
Allowance for doubtful accounts 1,926
 1,214
 (547) 2,593
Year Ended December 31, 2015:  
  
  
  
Allowance for doubtful accounts 2,432
 1,526
 (2,032) 1,926





URBAN EDGE PROPERTIES AND URBAN EDGE PROPERTIES LP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
(in thousands)
Initial cost to companyGross amount at which
carried at close of period
DescriptionEncumbrancesLandBuilding and
improvements
Costs
capitalized
subsequent
to acquisition
LandBuilding and
improvements
Total(2)
Accumulated
depreciation
and
amortization(1)
Date of
construction
Date
acquired
SHOPPING CENTERS AND MALLS:
Baltimore (Towson), MD$— $581 $3,227 $18,412 $581 $21,639 $22,220 $(9,592)19681968
Bensalem, PA— 2,727 6,698 1,610 2,727 8,308 11,035 (4,832)1972/ 19991972
Bergen Town Center - East, Paramus, NJ— 6,305 6,824 42,881 6,305 49,705 56,010 (13,634)1957/ 20092003/ 2019
Bergen Town Center - West, Paramus, NJ300,000 22,930 89,358 424,114 34,288 502,115 536,403 (150,516)1957/ 20092003/ 2020
Brick, NJ48,636 1,391 11,179 15,712 1,382 26,900 28,282 (18,830)19681968
Bronx (Bruckner Boulevard), NY— 66,100 259,503 (7,052)39,668 278,883 318,551 (42,707)N/A2007
Bronx (Shops at Bruckner), NY9,020 — 32,979 11,962 — 44,941 44,941 (3,616)N/A2017
Bronx (1750-1780 Gun Hill Road), NY24,188 6,427 11,885 23,839 6,428 35,723 42,151 (14,198)20092005
Brooklyn (Kingswood Center), NY69,935 15,690 76,766 (2,894)15,690 73,872 89,562 (6,007)N/A2020
Brooklyn (Kingswood Crossing), NY— 8,150 64,159 1,648 8,150 65,807 73,957 (5,805)N/A2020
Broomall, PA— 850 2,171 10,098 643 12,476 13,119 (2,205)19661966
Buffalo (Amherst), NY— 5,743 4,056 13,964 5,107 18,656 23,763 (8,785)19681968
Cambridge (leased through 2033)(3), MA
— — — 97 — 97 97 (31)N/A2007
Carlstadt (leased through 2050)(3), NJ
— — 16,458 182 — 16,640 16,640 (6,331)N/A2007
Charleston (leased through 2063)(3), SC
— — 3,634 308 — 3,942 3,942 (1,548)N/A2006
Cherry Hill (Plaza at Cherry Hill), NJ29,000 14,602 33,666 (1,314)12,234 34,720 46,954 (5,933)N/A2017
Dewitt (leased through 2041)(3), NY
— — 7,116 — — 7,116 7,116 (3,014)N/A2006
Rockaway, NJ27,291 559 6,363 4,884 559 11,247 11,806 (7,608)19641964
East Brunswick, NJ63,000 2,417 17,169 7,555 2,417 24,724 27,141 (20,136)1957/
1972
1957/
1972
East Hanover (200 - 240 Route 10 West), NJ62,453 2,232 18,241 17,030 2,671 34,832 37,503 (22,365)19621962/
1998
East Rutherford, NJ23,000 — 36,727 1,484 — 38,211 38,211 (11,256)20072007
Freeport (Meadowbrook Commons) (leased through 2040)(3), NY
— — — 927 — 927 927 (123)N/A2005
Freeport (Freeport Commons), NY43,100 1,231 4,747 4,628 1,593 9,013 10,606 (7,050)19811981
Garfield, NJ40,300 45 8,068 46,558 44 54,627 54,671 (23,319)20091998
Glenarden, MD (Woodmore Towne Centre)117,200 28,397 144,834 1,027 28,397 145,861 174,258 (5,423)N/A2021
Glenolden, PA— 850 1,820 873 850 2,693 3,543 (2,400)19751975
Hackensack, NJ66,400 692 10,219 7,716 692 17,935 18,627 (13,019)19631963
Hazlet, NJ— 7,400 9,413 (8,028)5,211 3,574 8,785 (124)N/A2007
93


    Initial cost to company   
Gross amount at which
carried at close of period
      
Description Encumbrances Land 
Building and
improvements
 
Costs
capitalized
subsequent
to acquisition
 Land 
Building and
improvements
 
Total(2)
 
Accumulated
depreciation
and
amortization(1)
 
Date of
construction
 
Date
acquired
                     
SHOPPING CENTERS AND MALLS:            
Allentown, PA $
 $187
 $15,580
 $(15,767) $
 $
 $
 $
 1957 1957
Baltimore (Towson), MD 
 581
 3,227
 16,616 581
 19,843
 20,424
 (6,269) 1968 1968
Bensalem, PA 
 2,727
 6,698
 2,042 2,727
 8,740
 11,467
 (4,290) 1972/ 1999 1972
Bergen Town Center - East,
Paramus, NJ
 
 6,305
 
 38,249 6,305
 38,249
 44,554
 (7,456) 1957/ 2009 2003
Bergen Town Center - West,
Paramus, NJ
 300,000
 15,812
 82,240
 342,842 33,563
 407,331
 440,894
 (109,505) 1957/ 2009 2003/ 2015
Bethlehem, PA 
 827
 5,200
 1,603 839
 6,791
 7,630
 (5,793) 1966 1966
Brick, NJ 50,000
 1,391
 11,179
 9,268 1,391
 20,447
 21,838
 (14,550) 1968 1968
Bronx
(Bruckner Boulevard), NY
 
 66,100
 259,503
 (29,809) 48,889
 246,904
 295,793
 (18,281) N/A 2007
Bronx
(Shops at Bruckner), NY
 12,162
 
 32,979
  
 32,979
 32,979
 (1,077) N/A 2017
Bronx
(1750-1780 Gun Hill Road), NY
 24,500
 6,427
 11,885
 22,087 6,428
 33,972
 40,400
 (8,325) 2009 2005
Broomall, PA 
 850
 2,171
 1,399 850
 3,570
 4,420
 (2,842) 1966 1966
Buffalo (Amherst), NY 
 5,743
 4,056
 14,068 5,107
 18,760
 23,867
 (8,777) 1968 1968
Cambridge (leased through 2033)(3), MA
 
 
 
 147 
 147
 147
 (146) N/A  
Carlstadt (leased through 2050)(3), NJ
 
 
 16,458
 137 
 16,595
 16,595
 (4,201) N/A 2007
Charleston (leased through 2063)(3), SC
 
 
 3,634
  
 3,634
 3,634
 (1,022) N/A 2006
Cherry Hill (Cherry Hill Commons), NJ 
 5,864
 2,694
 5,408 4,864
 9,102
 13,966
 (4,694) 1964 1964
Cherry Hill (Plaza at Cherry Hill), NJ 28,930
 14,602
 33,666
 (465) 14,602
 33,201
 47,803
 (1,409) N/A 2017
Chicopee, MA 
 895
 
  895
 
 895
 
 1969 1969
Commack (leased through 2021)(3), NY
 
 
 43
 184 
 227
 227
 (215) N/A 2006
Dewitt (leased through 2041)(3), NY
 
 
 7,116
  
 7,116
 7,116
 (1,981) N/A 2006
Rockaway, NJ 27,800
 559
 6,363
 4,515 559
 10,879
 11,438
 (6,117) 1964 1964
East Brunswick, NJ 63,000
 2,417
 17,169
 7,475 2,417
 24,644
 27,061
 (17,559) 1957/ 1972 1957/ 1972
East Hanover
(200 - 240 Route 10 West), NJ
 63,000
 2,232
 18,241
 19,027 2,671
 36,829
 39,500
 (16,928) 1962 1962/ 1998
East Hanover
(280 Route 10 West), NJ
 
 
 
 7,075 
 7,075
 7,075
 (2,251) N/A  
East Rutherford, NJ 23,000
 
 36,727
 274 
 37,001
 37,001
 (7,392) 2007 2007
Englewood, NJ 11,537
 2,300
 17,245
 (8,390) 1,495
 9,660
 11,155
 (1,410) N/A 2007
Freeport
(240 West Sunrise Highway) (leased through 2040)(3), NY
 
 
 
 260 
 260
 260
 (217) N/A 2005


Initial cost to companyGross amount at which
carried at close of period
DescriptionEncumbrancesLandBuilding and
improvements
Costs
capitalized
subsequent
to acquisition
LandBuilding and
improvements
Total(2)
Accumulated
depreciation
and
amortization(1)
Date of
construction
Date
acquired
Huntington, NY— 21,200 33,667 29,389 15,875 68,381 84,256 (6,267)N/A2007
Hyde Park (Shops at Riverwood), MA21,466 10,867 19,441 10,867 19,448 30,315 (341)N/A2022
Inwood, NY— 12,419 19,097 (1,355)4,777 25,384 30,161 (4,703)N/A2004
Jersey City (Hudson Commons), NJ27,482 652 7,495 1,186 652 8,681 9,333 (4,444)19651965
Jersey City (Hudson Mall), NJ21,380 15,824 37,593 1,728 14,289 40,856 55,145 (8,351)N/A2017
Kearny, NJ— 309 3,376 19,174 296 22,563 22,859 (8,075)19381959
Lancaster, PA— 3,140 63 2,059 3,140 2,122 5,262 (1,241)19661966
Las Catalinas, Puerto Rico119,633 15,280 64,370 20,051 11,490 88,211 99,701 (36,429)19962002
Lodi (Washington Street), NJ— 7,606 13,125 (8,806)3,823 8,102 11,925 (3,448)N/A2004
Manalapan, NJ— 725 7,189 7,264 1,046 14,132 15,178 (11,007)19711971
Manchester, MO12,500 4,409 13,756 (6,799)2,858 8,508 11,366 (999)N/A2017
Marlton, NJ37,400 1,611 3,464 14,826 1,385 18,516 19,901 (13,510)19731973
Massapequa, (portion leased through 2069)(3)(4), NY
— 45,153 6,226 34,076 31,195 54,260 85,455 (183)N/A2020
Middletown, NJ30,825 283 5,248 2,977 283 8,225 8,508 (7,087)19631963
Millburn, NJ22,489 15,783 25,837 (773)15,783 25,064 40,847 (5,150)N/A2017
Montclair, NJ7,250 66 419 472 66 891 957 (791)19721972
Montehiedra, Puerto Rico77,531 9,182 66,751 26,281 6,178 96,036 102,214 (44,211)1996/
2015
1997
Morris Plains, NJ— 1,104 6,411 21,447 1,082 27,880 28,962 (9,694)19611985
Mount Kisco, NY11,760 22,700 26,700 4,780 23,297 30,883 54,180 (10,802)N/A2007
New Hyde Park (leased through 2029)(3), NY
— — — — (4)19701976
Newington, CT— 2,421 1,200 2,617 2,421 3,817 6,238 (1,613)19651965
Norfolk (leased through 2069)(3), VA
— — 3,927 15 — 3,942 3,942 (3,938)N/A2005
North Bergen (Kennedy Boulevard), NJ— 2,308 636 261 2,308 897 3,205 (741)19931959
North Bergen (Tonnelle Avenue), NJ98,870 24,978 10,462 69,471 34,473 70,438 104,911 (23,307)20092006
North Plainfield, NJ24,658 6,577 13,983 795 6,577 14,778 21,355 (5,990)19551989
Paramus (leased through 2033)(3), NJ
— — — 12,569 — 12,569 12,569 (6,764)1957/
2009
2003
Queens, NY— 14,537 12,304 4,548 14,537 16,852 31,389 (3,406)N/A2015
Rochester (Henrietta) (leased through 2056)(3), NY
— — 2,647 1,200 — 3,847 3,847 (3,639)19711971
Rockville, MD— 3,470 20,599 3,336 3,470 23,935 27,405 (11,365)N/A2005
Revere (Wonderland), MA— 6,323 17,130 1,340 6,323 18,470 24,793 (3,536)N/A2019
Salem (leased through 2102)(3), NH
— 6,083 — (1,821)2,994 1,268 4,262 (127)N/A2006
South Plainfield (leased through 2039)(3), NJ
— — 10,044 1,950 — 11,994 11,994 (4,750)N/A2007
Springfield (leased through 2025)(3), PA
— — — 80 — 80 80 (80)N/A2005
Staten Island, NY— 11,446 21,262 5,183 11,446 26,445 37,891 (12,858)N/A2004
94


    Initial cost to company   
Gross amount at which
carried at close of period
      
Description Encumbrances Land 
Building and
improvements
 
Costs
capitalized
subsequent
to acquisition
 Land 
Building and
improvements
 
Total(2)
 
Accumulated
depreciation
and
amortization(1)
 
Date of
construction
 
Date
acquired
                     
Freeport
(437 East Sunrise Highway), NY
 43,100
 1,231
 4,747
 4,311 1,231
 9,058
 10,289
 (6,222) 1981 1981
Garfield, NJ 40,300
 45
 8,068
 41,981 45
 50,050
 50,095
 (12,189) 2009 1998
Glen Burnie, MD 
 462
 2,571
 2,481 462
 5,052
 5,514
 (3,462) 1958 1958
Glenolden, PA 
 850
 1,820
 728 850
 2,548
 3,398
 (2,256) 1975 1975
Hackensack, NJ 66,400
 692
 10,219
 5,607 542
 15,976
 16,518
 (9,939) 1963 1963
Hazlet, NJ 
 7,400
 9,413
 (2,145) 7,400
 7,268
 14,668
 (1,917) N/A 2007
Huntington, NY 
 21,200
 33,667
 4,072 21,200
 37,739
 58,939
 (9,196) N/A 2007
Inwood, NY 
 12,419
 19,097
 2,856 12,419
 21,953
 34,372
 (6,974) N/A 2004
Jersey City (Hudson Commons), NJ 29,000
 652
 7,495
 950 652
 8,445
 9,097
 (3,376) 1965 1965
Jersey City (Hudson Mall), NJ 25,004
 15,824
 37,593
 184 15,824
 37,777
 53,601
 (1,878) N/A 2017
Kearny, NJ 
 309
 3,376
 7,997 296
 11,386
 11,682
 (4,254) 1938 1959
Lancaster, PA 
 3,140
 63
 2,129 3,140
 2,192
 5,332
 (779) 1966 1966
Las Catalinas, Puerto Rico 130,000
 15,280
 64,370
 14,414 15,280
 78,784
 94,064
 (36,399) 1996 2002
Lawnside, NJ 
 1,226
 3,164
 1,417 851
 4,956
 5,807
 (3,789) 1969 1969/ 2015
Lodi (Route 17 North), NJ 
 238
 9,446
 36 238
 9,483
 9,721
 (4,308) 1999 1975
Lodi (Washington Street), NJ 
 7,606
 13,125
 2,678 7,606
 15,804
 23,410
 (4,839) N/A 2004
Manalapan, NJ 
 725
 7,189
 6,857 1,046
 13,725
 14,771
 (9,430) 1971 1971
Manchester, MO 12,500
 4,409
 13,756
 704 4,409
 14,460
 18,869
 (322) N/A 2017
Marlton, NJ 37,400
 1,611
 3,464
 13,557 1,454
 17,178
 18,632
 (10,408) 1973 1973
Middletown, NJ 31,400
 283
 5,248
 3,127 283
 8,375
 8,658
 (6,414) 1963 1963
Milford (leased through 2019)(3), MA
 
 
 
  
 
 
 
 N/A 1976
Millburn, NJ 24,000
 15,783
 25,837
 (928) 15,783
 24,909
 40,692
 (840) N/A 2017
Montclair, NJ 
 66
 419
 434 66
 853
 919
 (724) 1972 1972
Montehiedra, Puerto Rico 116,236
 9,182
 66,751
 24,170 9,267
 90,837
 100,104
 (39,203) 1996/ 2015 1997
Morris Plains, NJ 
 1,104
 6,411
 2,189 1,104
 8,601
 9,705
 (7,165) 1961 1985
Mount Kisco, NY 14,451
 22,700
 26,700
 1,960 23,297
 28,063
 51,360
 (6,960) N/A 2007
New Hyde Park
(leased through 2029)(3), NY
 
 
 4
  
 4
 4
 (4) 1970 1976
Newington, CT 
 2,421
 1,200
 2,049 2,421
 3,249
 5,670
 (1,224) 1965 1965
Norfolk
(leased through 2069)(3), VA
 
 
 3,927
 15 
 3,942
 3,942
 (3,486) N/A 2005
North Bergen
(Kennedy Boulevard), NJ
 
 2,308
 636
 175 2,308
 810
 3,118
 (534) 1993 1959
North Bergen
(Tonnelle Avenue), NJ
 100,000
 24,493
 
 66,789 34,473
 56,809
 91,282
 (14,577) 2009 2006
North Plainfield, NJ 25,100
 6,577
 13,983
 588 6,577
 14,571
 21,148
 (3,527) 1955 1989
Oceanside, NY 
 2,710
 2,306
  2,710
 2,306
 5,016
 (610) N/A 2007
Paramus
(leased through 2033)(3), NJ
 
 
 
 12,569 
 12,569
 12,569
 (3,696) 1957/ 2009 2003
Queens, NY 
 14,537
 12,304
 1,589 14,537
 13,892
 28,429
 (790) N/A 2015
Initial cost to companyGross amount at which
carried at close of period
DescriptionEncumbrancesLandBuilding and
improvements
Costs
capitalized
subsequent
to acquisition
LandBuilding and
improvements
Total(2)
Accumulated
depreciation
and
amortization(1)
Date of
construction
Date
acquired
Totowa, NJ50,800 120 11,994 5,075 92 17,097 17,189 (15,757)1957/
1999
1957
Union (2445 Springfield Avenue), NJ45,600 19,700 45,090 — 19,700 45,090 64,790 (17,566)N/A2007
Union (Route 22 and Morris Avenue), NJ— 3,025 7,470 7,240 3,025 14,710 17,735 (7,071)19621962
Walnut Creek (1149 South Main Street), CA— 2,699 19,930 (1,003)2,699 18,927 21,626 (4,228)N/A2006
Walnut Creek (Mt. Diablo), CA— 5,909 — 3,062 2,589 6,382 8,971 (51)N/A2007
Watchung, NJ25,581 4,178 5,463 3,121 4,441 8,321 12,762 (7,057)19941959
Wheaton (leased through 2060)(3), MD
— — 5,367 — — 5,367 5,367 (2,180)N/A2006
Wilkes-Barre (461 - 499 Mundy Street), PA— 6,053 26,646 (13,072)3,133 16,494 19,627 (579)N/A2007
Woodbridge (Woodbridge Commons), NJ22,100 1,509 2,675 6,078 1,539 8,723 10,262 (4,341)19591959
Woodbridge (Plaza at Woodbridge), NJ52,947 21,547 75,017 8,532 21,547 83,549 105,096 (13,971)N/A2017
Wyomissing (leased through 2065)(3), PA
— — 2,646 1,147 — 3,793 3,793 (2,723)N/A2005
Yonkers, NY24,996 63,341 110,635 15,785 65,433 124,328 189,761 (19,970)N/A2017
INDUSTRIAL:
East Hanover, NJ40,700 5,589 57,485 32,889 2,766 93,197 95,963 (23,461)19721972 / 2021
Lodi (Route 17 North), NJ— 238 9,446 4,488 238 13,934 14,172 (733)19991975
TOTAL UE PROPERTIES$1,699,491 $595,683 $1,741,570 $981,091 $535,770 $2,782,575 $3,318,345 $(788,946)
Leasehold Improvements,
Equipment and Other
— — — 8,539 — 8,539 8,539 (2,539)
TOTAL$1,699,491 $595,683 $1,741,570 $989,630 $535,770 $2,791,114 $3,326,884 $(791,485)

(1)Depreciation of the buildings and improvements are calculated over lives ranging from one to forty years.

(2)Adjusted tax basis for federal income tax purposes was $1.9 billion as of December 31, 2022.
(3)The Company is a lessee under a ground or building lease. The building will revert to the lessor upon lease expiration.
(4)The increase in initial cost to the Company is due to the acquisitions of 40 Carmans Road.

95
    Initial cost to company   
Gross amount at which
carried at close of period
      
Description Encumbrances Land 
Building and
improvements
 
Costs
capitalized
subsequent
to acquisition
 Land 
Building and
improvements
 
Total(2)
 
Accumulated
depreciation
and
amortization(1)
 
Date of
construction
 
Date
acquired
                     
Rochester (Henrietta)
(leased through 2056)(3), NY
 
 
 2,647
 1,259 
 3,906
 3,906
 (3,544) 1971 1971
Rochester, NY 
 2,172
 
  2,172
 
 2,172
 
 1966 1966
Rockville, MD 
 3,470
 20,599
 2,575 3,470
 23,175
 26,645
 (7,296) N/A 2005
Salem (leased through 2102)(3), NH
 
 6,083
 
  6,083
 
 6,083
 
 N/A 2006
Signal Hill, CA 
 9,652
 2,940
 1 9,652
 2,941
 12,593
 (827) N/A 2006
South Plainfield
(leased through 2039)(3), NJ
 
 
 10,044
 2,286 
 12,330
 12,330
 (3,347) N/A 2007
Springfield, MA 
 
 
 80 
 80
 80
 (80) N/A 2005
Springfield (leased through 2025)(3), PA
 
 2,797
 2,471
 494 2,797
 2,965
 5,762
 (1,226) 1993 1966
Staten Island, NY 
 11,446
 21,262
 4,216 11,446
 25,478
 36,924
 (8,543) N/A 2004
Totowa, NJ 50,800
 120
 11,994
 5,541 92
 17,563
 17,655
 (14,197) 1957/ 1999 1957
Turnersville, NJ 
 900
 1,342
 3,048 900
 4,389
 5,289
 (2,274) 1974 1974
Tyson’s Corner
(leased through 2035)(3), VA
 
 
 
  
 
 
 
 N/A 2006
Union
(2445 Springfield Avenue), NJ
 45,600
 19,700
 45,090
  19,700
 45,090
 64,790
 (11,930) N/A 2007
Union
(Route 22 and Morris Avenue), NJ
 
 3,025
 7,470
 3,758 3,025
 11,228
 14,253
 (6,337) 1962 1962
Vallejo (leased through 2043)(3), CA
 
 
 2,945
 221 
 3,166
 3,166
 (968) N/A 2006
Walnut Creek
(1149 South Main Street), CA
 
 2,699
 19,930
 (1,043) 2,699
 18,887
 21,586
 (887) N/A 2006
Walnut Creek
(Mt. Diablo), CA
 
 5,909
 
 1,539 5,908
 1,540
 7,448
 (207) N/A 2007
Watchung, NJ 27,000
 4,178
 5,463
 2,945 4,441
 8,145
 12,586
 (5,308) 1994 1959
West Babylon, NY 
 6,720
 13,786
 2,105 6,720
 15,891
 22,611
 (3,537) N/A 2007
Westfield, NJ 4,730
 5,728
 4,305
 (97) 5,728
 4,208
 9,936
 (109) N/A 2017
Wheaton (leased through 2060)(3), MD
 
 
 5,367
  
 5,367
 5,367
 (1,509) N/A 2006
Wilkes-Barre
(461 - 499 Mundy Street), PA
 
 6,053
 26,646
 1,614 6,053
 28,260
 34,313
 (7,283) N/A 2007
Woodbridge (Woodbridge
Commons), NJ
 22,100
 1,509
 2,675
 2,908 1,539
 5,553
 7,092
 (2,919) 1959 1959
Woodbridge (Plaza at Woodbridge), NJ 55,340
 21,547
 75,017
 (829) 21,547
 74,188
 95,735
 (2,327) N/A 2017
Wyomissing
(leased
through 2065)(3), PA
 
 
 2,646
 1,869 
 4,515
 4,515
 (3,612) N/A 2005
Yonkers, NY 33,227
 63,341
 110,635
 6,175 64,643
 115,508
 180,151
 
 N/A 2017
York, PA 
 409
 2,568
 2,097 409
 4,665
 5,074
 (6,154) 1970 1970
              

      
WAREHOUSES:             

      
East Hanover - Five Buildings, NJ 40,700
 576
 7,752
 30,033 691
 37,670
 38,361
 (17,243) 1972 1972
                     




    Initial cost to company   
Gross amount at which
carried at close of period
      
Description Encumbrances Land 
Building and
improvements
 
Costs
capitalized
subsequent
to acquisition
 Land 
Building and
improvements
 
Total(2)
 
Accumulated
depreciation
and
amortization(1)
 
Date of
construction
 
Date
acquired
                     
TOTAL UE PROPERTIES 1,578,317

511,336

1,418,037

736,580

521,669

2,144,288
 2,665,957
 (586,062)    
                     
Leasehold Improvements,
Equipment and Other
 
 
 
 5,897
 
 5,897
 5,897
 (1,065)    
                     
TOTAL $1,578,317

$511,336

$1,418,037

$742,477

$521,669

$2,150,185
 $2,671,854
 $(587,127)    
(1)
Depreciation of the buildings and improvements are calculated over lives ranging from the life of the lease to forty years.
(2)
Adjusted tax basis for federal income tax purposes was $1.5 billion as of December 31, 2017.
(3)
The Company is a lessee under a ground or building lease. The building will revert to the lessor upon lease expiration.



URBAN EDGE PROPERTIES AND URBAN EDGE PROPERTIES LP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
(Amounts in thousands)
 
The following is a reconciliation of real estate assets and accumulated depreciation:
 
Year Ended December 31,
 202220212020
Real Estate
Balance at beginning of period$3,205,450 $2,946,817 $2,748,785 
Additions during the period:
Land11,984 33,473 68,536 
Buildings & improvements54,082 200,289 145,800 
Construction in progress101,696 97,401 27,550 
 3,373,212 3,277,980 2,990,671 
Less: Impairments, assets sold, written-off or reclassified as held for sale(46,328)(72,530)(43,854)
Balance at end of period$3,326,884 $3,205,450 $2,946,817 
Accumulated Depreciation
Balance at beginning of period$753,947 $730,366 $671,946 
Additions charged to operating expenses83,866 80,288 81,691 
 837,813 810,654 753,637 
Less: Accumulated depreciation on assets sold, written-off or reclassified as held for sale(46,328)(56,707)(23,271)
Balance at end of period$791,485 $753,947 $730,366 
  Year Ended December 31,
  2017 2016 2015
Real Estate      
Balance at beginning of period $2,138,500
 $2,084,642
 $2,022,804
Additions during the period:      
Land 142,305
 2,667
 10,984
Buildings & improvements 389,338
 18,316
 8,840
Construction in progress 34,525
 47,234
 52,602
  2,704,668
 2,152,859
 2,095,230
Less: Impairments and assets sold or written-off (32,814) (14,359) (10,588)
Balance at end of period $2,671,854
 $2,138,500
 $2,084,642
Accumulated Depreciation      
Balance at beginning of period $541,077
 $509,112
 $467,503
Additions charged to operating expenses 65,140
 42,989
 52,197
  606,217
 552,101
 519,700
Less: Accumulated depreciation on assets written-off (19,090) (11,024) (10,588)
Balance at end of period $587,127
 $541,077
 $509,112



99
96