UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q


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

For the quarterly period ended ~~June 30, 2021~~March 31, 2022


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

For the transition period from __________to__________

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

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

URBAN EDGE PROPERTIES

URBAN EDGE PROPERTIES LP

(Exact name of Registrant as specified in its charter)

Maryland

(Urban Edge Properties)

47-6311266

Delaware

(Urban Edge Properties LP)

36-4791544

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification ~~Number)~~No.)

888 Seventh Avenue

New York

10019

(Address of Principal Executive Offices)

(Zip Code)


Registrant’s telephone number including area code:		(212)	956-2556

Securities registered pursuant to Section 12(b) of the Act:
Title of class ~~of registered securities~~	Trading ~~symbol~~symbol(s)	Name of each exchange on which registered
Common shares of beneficial interest, par value $0.01 per share	UE	The New York Stock Exchange

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

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

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

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

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

Urban Edge Properties:

Large Accelerated Filer

Accelerated Filer

☐

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

Urban Edge Properties LP:

Large Accelerated Filer

☐

Accelerated Filer

☐

Non-Accelerated Filer

Smaller Reporting Company

☐

Emerging Growth Company

☐

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

Urban Edge Properties o Urban Edge Properties LP o

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

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

As of ~~July 30, 2021,~~April 29, 2022, Urban Edge Properties had ~~117,136,695~~117,427,382 common shares outstanding.

URBAN EDGE PROPERTIES AND URBAN EDGE PROPERTIES LP

QUARTERLY REPORT ON FORM 10-Q

QUARTER ENDED ~~JUNE 30, 2021~~MARCH 31, 2022

TABLE OF CONTENTS

PART I

Item 1.

Financial Statements

Consolidated Financial Statements of Urban Edge Properties:

Consolidated Balance Sheets as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 (unaudited)

Consolidated Statements of Income for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ (unaudited)

Consolidated Statements of Changes in Equity for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ (unaudited)

Consolidated Statements of Cash Flows for the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ (unaudited)

Consolidated Financial Statements of Urban Edge Properties LP:

Consolidated Balance Sheets as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 (unaudited)

Consolidated Statements of Income for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ (unaudited)

Consolidated Statements of Changes in Equity for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ (unaudited)

Consolidated Statements of Cash Flows for the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ (unaudited)

119

Urban Edge Properties and Urban Edge Properties LP

Notes to Consolidated Financial Statements (unaudited)

1311

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

2824

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

4033

Item 4.

Controls and Procedures

4134

PART II

Item 1.

Legal Proceedings

4134

Item 1A.

Risk Factors

4134

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

4235

Item 3.

Defaults Upon Senior Securities

4235

Item 4.

Mine Safety Disclosures

4235

Item 5.

Other Information

4336

Item 6.

Exhibits

4336

Signatures

4437

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the period ended ~~June 30, 2021~~March 31, 2022 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 ~~June 30, 2021,~~March 31, 2022, UE owned an approximate ~~95.6%~~95.9% ownership interest in UELP. The remaining approximate ~~4.4%~~4.1% interest is owned by other limited partners. The other limited partners of UELP are members of management, our Board of Trustees and contributors of property interests acquired. Under the limited partnership agreement of UELP, unitholders may present their common units of UELP for redemption at any time (subject to restrictions agreed upon at the time of issuance of the units that may restrict such right for a period of time). Upon presentation of a common unit for redemption, UELP must redeem the unit for cash equal to the then value of a share of UE’s common shares, as defined by the limited partnership agreement. In lieu of cash redemption by UELP, however, UE may elect to acquire any common units so tendered by issuing common shares of UE in exchange for the common units. If UE so elects, its common shares will be exchanged for common units on a one-for-one basis. This one-for-one exchange ratio is subject to specified adjustments to prevent dilution. UE generally expects that it will elect to issue its common shares in connection with each such presentation for redemption rather than having UELP pay cash. With each such exchange or redemption, UE’s percentage ownership in UELP will increase. In addition, whenever UE issues common shares other than to acquire common units of UELP, UE must contribute any net proceeds it receives to UELP and UELP must issue to UE an equivalent number of common units of UELP. This structure is commonly referred to as an umbrella partnership REIT, or UPREIT.

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

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

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

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

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

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

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

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

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

URBAN EDGE PROPERTIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share and per share amounts)


		June 30,		December 31,			March 31,		December 31,
		2021		2020			2022		2021
ASSETS	ASSETS					ASSETS
Real estate, at cost:	Real estate, at cost:					Real estate, at cost:
Land	Land	$	556,850	$	568,662	Land	$	542,131	$	543,827
Buildings and improvements	Buildings and improvements	2,325,577		2,326,450		Buildings and improvements	2,454,897		2,441,797
Construction in progress	Construction in progress	55,461		44,689		Construction in progress	223,698		212,296
Furniture, fixtures and equipment	Furniture, fixtures and equipment	7,432		7,016		Furniture, fixtures and equipment	7,716		7,530
Total	Total	2,945,320		2,946,817		Total	3,228,442		3,205,450
Accumulated depreciation and amortization	Accumulated depreciation and amortization	(755,833)		(730,366)		Accumulated depreciation and amortization	(772,789)		(753,947)
Real estate, net	Real estate, net	2,189,487		2,216,451		Real estate, net	2,455,653		2,451,503
Operating lease right-of-use assets	Operating lease right-of-use assets	77,428		80,997		Operating lease right-of-use assets	67,618		69,361
Cash and cash equivalents	Cash and cash equivalents	321,200		384,572		Cash and cash equivalents	151,789		164,478
Restricted cash	Restricted cash	57,833		34,681		Restricted cash	46,238		55,358
Tenant and other receivables	Tenant and other receivables	15,823		15,673		Tenant and other receivables	17,318		15,812
Receivable arising from the straight-lining of rents	Receivable arising from the straight-lining of rents	61,240		62,106		Receivable arising from the straight-lining of rents	63,203		62,692
Identified intangible assets, net of accumulated amortization of $35,995 and $37,009, respectively		51,536		56,184
Deferred leasing costs, net of accumulated amortization of $16,512 and $16,419, respectively		18,203		18,585
Identified intangible assets, net of accumulated amortization of $37,024 and $37,361, respectively						Identified intangible assets, net of accumulated amortization of $37,024 and $37,361, respectively	68,007		71,107
Deferred leasing costs, net of accumulated amortization of $18,351 and $17,641, respectively						Deferred leasing costs, net of accumulated amortization of $18,351 and $17,641, respectively	20,791		20,694
Prepaid expenses and other assets	Prepaid expenses and other assets	73,184		70,311		Prepaid expenses and other assets	70,620		74,111
Total assets	Total assets	$	2,865,934	$	2,939,560	Total assets	$	2,961,237	$	2,985,116

LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Liabilities:	Liabilities:					Liabilities:
Mortgages payable, net	Mortgages payable, net	$	1,577,413	$	1,587,532	Mortgages payable, net	$	1,682,929	$	1,687,190
Operating lease liabilities	Operating lease liabilities	71,708		74,972		Operating lease liabilities	62,931		64,578
Accounts payable, accrued expenses and other liabilities	Accounts payable, accrued expenses and other liabilities	74,993		132,980		Accounts payable, accrued expenses and other liabilities	75,962		84,829
Identified intangible liabilities, net of accumulated amortization of $76,513 and $71,375, respectively		142,830		148,183
Identified intangible liabilities, net of accumulated amortization of $36,082 and $35,029, respectively						Identified intangible liabilities, net of accumulated amortization of $36,082 and $35,029, respectively	98,282		100,625
Total liabilities	Total liabilities	1,866,944		1,943,667		Total liabilities	1,920,104		1,937,222
Commitments and contingencies		0		0
Commitments and contingencies (Note 10)						Commitments and contingencies (Note 10)	0		0
Shareholders’ equity:	Shareholders’ equity:					Shareholders’ equity:
Common shares: $0.01 par value; 500,000,000 shares authorized and 117,137,337 and 117,014,317 shares issued and outstanding, respectively		1,170		1,169
Common shares: $0.01 par value; 500,000,000 shares authorized and 117,430,735 and 117,147,986 shares issued and outstanding, respectively						Common shares: $0.01 par value; 500,000,000 shares authorized and 117,430,735 and 117,147,986 shares issued and outstanding, respectively	1,173		1,170
Additional paid-in capital	Additional paid-in capital	990,255		989,863		Additional paid-in capital	1,001,006		1,001,253
Accumulated deficit	Accumulated deficit	(42,157)		(39,467)		Accumulated deficit	(16,399)		(7,091)
Noncontrolling interests:	Noncontrolling interests:					Noncontrolling interests:
Operating partnership	Operating partnership	43,568		38,456		Operating partnership	42,001		39,616
Consolidated subsidiaries	Consolidated subsidiaries	6,154		5,872		Consolidated subsidiaries	13,352		12,946
Total equity	Total equity	998,990		995,893		Total equity	1,041,133		1,047,894
Total liabilities and equity	Total liabilities and equity	$	2,865,934	$	2,939,560	Total liabilities and equity	$	2,961,237	$	2,985,116

See notes to consolidated financial statements (unaudited).

URBAN EDGE PROPERTIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except share and per share amounts)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020		2021		2020			2022		2021
REVENUE	REVENUE									REVENUE
Rental revenue	Rental revenue	$	93,653	$	73,265	$	188,272	$	166,265	Rental revenue	$	99,416	$	94,619
Management and development fees	Management and development fees	266		285		631		599		Management and development fees	240		365
Other income	Other income	87		69		764		115		Other income	545		677
Total revenue	Total revenue	94,006		73,619		189,667		166,979		Total revenue	100,201		95,661
EXPENSES	EXPENSES									EXPENSES
Depreciation and amortization	Depreciation and amortization	22,488		23,299		45,363		46,770		Depreciation and amortization	24,527		22,875
Real estate taxes	Real estate taxes	15,363		14,896		31,964		29,862		Real estate taxes	15,975		16,601
Property operating	Property operating	15,891		11,894		36,182		26,431		Property operating	21,205		20,291
General and administrative	General and administrative	9,484		18,053		18,152		27,900		General and administrative	11,121		8,668

Lease expense	Lease expense	3,195		3,351		6,501		6,785		Lease expense	3,135		3,306
Total expenses	Total expenses	66,421		71,493		138,162		137,748		Total expenses	75,963		71,741
Gain on sale of real estate	Gain on sale of real estate	0		0		11,722		39,775		Gain on sale of real estate	—		11,722
Interest income	Interest income	90		422		226		2,105		Interest income	205		136
Interest and debt expense	Interest and debt expense	(14,728)		(18,573)		(29,555)		(35,748)		Interest and debt expense	(14,004)		(14,827)
Gain on extinguishment of debt		0		34,908		0		34,908

Income before income taxes	Income before income taxes	12,947		18,883		33,898		70,271		Income before income taxes	10,439		20,951
Income tax benefit (expense)		34		13,662		(201)		13,562
Income tax expense										Income tax expense	(905)		(235)
Net income	Net income	12,981		32,545		33,697		83,833		Net income	9,534		20,716
Less net (income) loss 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	Operating partnership	(584)		(1,290)		(1,459)		(3,598)		Operating partnership	(387)		(875)
Consolidated subsidiaries	Consolidated subsidiaries	150		0		229		0		Consolidated subsidiaries	339		79
Net income attributable to common shareholders	Net income attributable to common shareholders	$	12,547	$	31,255	$	32,467	$	80,235	Net income attributable to common shareholders	$	9,486	$	19,920

Earnings per common share - Basic:	Earnings per common share - Basic:	$	0.11	$	0.27	$	0.28	$	0.68	Earnings per common share - Basic:	$	0.08	$	0.17
Earnings per common share - Diluted:	Earnings per common share - Diluted:	$	0.11	$	0.27	$	0.28	$	0.67	Earnings per common share - Diluted:	$	0.08	$	0.17
Weighted average shares outstanding - Basic	Weighted average shares outstanding - Basic	116,981		116,522		116,969		118,744		Weighted average shares outstanding - Basic	117,330		116,956
Weighted average shares outstanding - Diluted	Weighted average shares outstanding - Diluted	117,034		116,595		122,327		119,607		Weighted average shares outstanding - Diluted	117,393		117,024

See notes to consolidated financial statements (unaudited).

URBAN EDGE PROPERTIES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(Unaudited)

(In thousands, except share and per share amounts)


		Common Shares							Noncontrolling Interests (“NCI”)							Common Shares							Noncontrolling Interests (“NCI”)
		Shares	Amount		Additional Paid-In Capital		Accumulated Earnings (Deficit)		Operating Partnership		Consolidated Subsidiaries		Total Equity			Shares	Amount		Additional Paid-In Capital		Accumulated Earnings (Deficit)		Operating Partnership		Consolidated Subsidiaries		Total Equity
Balance, March 31, 2020		117,956,031	$	1,179	$	986,489	$	(30,243)	$	40,374	$	424	$	998,223
Balance, December 31, 2020															Balance, December 31, 2020	117,014,317	$	1,169	$	989,863	$	(39,467)	$	38,456	$	5,872	$	995,893
Net income attributable to common shareholders	Net income attributable to common shareholders	—	—		—		31,255		—		—		31,255		Net income attributable to common shareholders	—	—		—		19,920		—		—		19,920
Net income attributable to noncontrolling interests		—	—		—		—		1,290		—		1,290
Net income (loss) attributable to noncontrolling interests															Net income (loss) attributable to noncontrolling interests	—	—		—		—		875		(79)		796
Limited partnership interests:	Limited partnership interests:														Limited partnership interests:
Units redeemed for common shares		253,553	1		281		—		—		—		282

Reallocation of noncontrolling interests	Reallocation of noncontrolling interests	—	—		6,951		—		(7,233)		—		(282)		Reallocation of noncontrolling interests	—	—		(2,817)		—		2,817		—		—
Common shares issued	Common shares issued	22,901	—		204		—		—		—		204		Common shares issued	24,283	1		83		(83)		—		—		1
Repurchase of common shares		(1,421,700)	(14)		(11,326)		—		—		—		(11,340)

Dividends to common shareholders ($0.15 per share)															Dividends to common shareholders ($0.15 per share)	—	—		—		(17,515)		—		—		(17,515)
Distributions to redeemable NCI ($0.15 per unit)															Distributions to redeemable NCI ($0.15 per unit)	—	—		—		—		(711)		—		(711)
Contributions from noncontrolling interests															Contributions from noncontrolling interests	—	—		—		—		—		511		511
Share-based compensation expense	Share-based compensation expense	—	—		3,467		—		5,144		—		8,611		Share-based compensation expense	—	—		597		—		2,086		—		2,683
Share-based awards retained for taxes	Share-based awards retained for taxes	(109,474)	—		(1,133)		—		—		—		(1,133)		Share-based awards retained for taxes	(12,311)	—		(208)		—		—		—		(208)
Balance, June 30, 2020		116,701,311	$1,166		$	984,933	$	1,012	$	39,575	$	424	$	1,027,110
Balance, March 31, 2021															Balance, March 31, 2021	117,026,289	$	1,170	$	987,518	$	(37,145)	$	43,523	$	6,304	$	1,001,370


		Common Shares							Noncontrolling Interests (“NCI”)							Common Shares							Noncontrolling Interests (“NCI”)
		Shares	Amount		Additional Paid-In Capital		Accumulated Earnings (Deficit)		Operating Partnership		Consolidated Subsidiaries		Total Equity			Shares	Amount		Additional Paid-In Capital		Accumulated Earnings (Deficit)		Operating Partnership		Consolidated Subsidiaries		Total Equity
Balance, March 31, 2021		117,026,289	$	1,170	$	987,518	$	(37,145)	$	43,523	$	6,304	$	1,001,370
Balance, December 31, 2021															Balance, December 31, 2021	117,147,986	$	1,170	$	1,001,253	$	(7,091)	$	39,616	$	12,946	$	1,047,894
Net income attributable to common shareholders	Net income attributable to common shareholders	—	—		—		12,547		—		—		12,547		Net income attributable to common shareholders	—	—		—		9,486		—		—		9,486
Net income (loss) attributable to noncontrolling interests	Net income (loss) attributable to noncontrolling interests	—	—		—		—		584		(150)		434		Net income (loss) attributable to noncontrolling interests	—	—		—		—		387		(339)		48
Limited partnership interests:	Limited partnership interests:														Limited partnership interests:
Units redeemed for common shares	Units redeemed for common shares	100,000	—		840		—		—		—		840		Units redeemed for common shares	250,000	3		2,121		—		2,124		—		4,248
Reallocation of noncontrolling interests	Reallocation of noncontrolling interests	—	—		1,129		—		(1,969)		—		(840)		Reallocation of noncontrolling interests	—	—		(2,619)		—		(1,629)		—		(4,248)
Common shares issued	Common shares issued	11,799	—		204		(21)		—		—		183		Common shares issued	37,741	—		20		(21)		—		—		(1)
Dividends to common shareholders ($0.15 per share)		—	—		—		(17,538)		—		—		(17,538)
Distributions to redeemable NCI ($0.15 per unit)		—	—		—		—		(730)		—		(730)

Dividends to common shareholders ($0.16 per share)															Dividends to common shareholders ($0.16 per share)	—	—		—		(18,773)		—		—		(18,773)
Distributions to redeemable NCI ($0.16 per unit)															Distributions to redeemable NCI ($0.16 per unit)	—	—		—		—		(773)		—		(773)
Contributions from noncontrolling interests															Contributions from noncontrolling interests	—	—		—		—		—		745		745
Share-based compensation expense	Share-based compensation expense	—	—		566		—		2,160		—		2,726		Share-based compensation expense	—	—		321		—		2,276		—		2,597
Share-based awards retained for taxes	Share-based awards retained for taxes	(751)	—		(2)		—		—		—		(2)		Share-based awards retained for taxes	(4,992)	—		(90)		—		—		—		(90)
Balance, June 30, 2021		117,137,337	$	1,170	$	990,255	$	(42,157)	$	43,568	$	6,154	$	998,990
Balance, March 31, 2022															Balance, March 31, 2022	117,430,735	$	1,173	$	1,001,006	$	(16,399)	$	42,001	$	13,352	$	1,041,133

See notes to consolidated financial statements (unaudited).

Common Shares Noncontrolling Interests (“NCI”)
Shares Amount Additional
Paid-In Capital Accumulated Earnings
(Deficit) Operating Partnership Consolidated Subsidiaries Total Equity
Balance, December 31, 2019 121,370,125 $ 1,213 $ 1,019,149 $ (52,546) $ 46,536 $ 424 $ 1,014,776
Net income attributable to common shareholders — — — 80,235 — — 80,235
Net income attributable to noncontrolling interests — — — — 3,598 — 3,598
Limited partnership interests:
Units redeemed for common shares 1,279,389 11 8,617 — — — 8,628
Reallocation of noncontrolling interests — — 7,858 — (16,486) — (8,628)
Common shares issued 53,193 1 234 (30) — — 205
Repurchase of common shares (5,873,923) (59) (54,082) — — — (54,141)
Dividends to common shareholders ($0.22 per share) — — — (26,647) — — (26,647)
Distributions to redeemable NCI ($0.22 per unit) — — — — (1,314) — (1,314)
Share-based compensation expense — — 4,618 — 7,241 — 11,859
Share-based awards retained for taxes (127,473) — (1,461) — — — (1,461)
Balance, June 30, 2020 116,701,311 $ 1,166 $ 984,933 $ 1,012 $ 39,575 $ 424 $ 1,027,110

Common Shares Noncontrolling Interests (“NCI”)
Shares Amount Additional
Paid-In Capital Accumulated Earnings
(Deficit) Operating Partnership Consolidated Subsidiaries Total Equity
Balance, December 31, 2020 117,014,317 $ 1,169 $ 989,863 $ (39,467) $ 38,456 $ 5,872 $ 995,893
Net income attributable to common shareholders — — — 32,467 — — 32,467
Net income (loss) attributable to noncontrolling interests — — — — 1,459 (229) 1,230
Limited partnership interests:
Units redeemed for common shares 100,000 — 840 — — — 840
Reallocation of noncontrolling interests — — (1,688) — 848 — (840)
Common shares issued 36,082 1 287 (104) — — 184
Dividends to common shareholders ($0.30 per share) — — — (35,053) — — (35,053)
Distributions to redeemable NCI ($0.30 per unit) — — — — (1,441) — (1,441)
Contributions from noncontrolling interests — — — — — 511 511
Share-based compensation expense — — 1,163 — 4,246 — 5,409
Share-based awards retained for taxes (13,062) — (210) — — — (210)
Balance, June 30, 2021 117,137,337 $ 1,170 $ 990,255 $ (42,157) $ 43,568 $ 6,154 $ 998,990

~~See notes to consolidated financial statements (unaudited).~~

URBAN EDGE PROPERTIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


		Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020			2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES	CASH FLOWS FROM OPERATING ACTIVITIES					CASH FLOWS FROM OPERATING ACTIVITIES
Net income	Net income	$	33,697	$	83,833	Net income	$	9,534	$	20,716
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	46,259		47,677		Depreciation and amortization	24,968		23,330
Gain on sale of real estate	Gain on sale of real estate	(11,722)		(39,775)		Gain on sale of real estate	—		(11,722)
Gain on extinguishment of debt		0		(34,908)

Amortization of below market leases, net	Amortization of below market leases, net	(4,754)		(4,454)		Amortization of below market leases, net	(1,974)		(2,412)
Noncash lease expense	Noncash lease expense	3,569		3,817		Noncash lease expense	1,743		1,813
Straight-lining of rent	Straight-lining of rent	690		5,264		Straight-lining of rent	(511)		964
Share-based compensation expense	Share-based compensation expense	5,409		11,859		Share-based compensation expense	2,597		2,683

Change in operating assets and liabilities:	Change in operating assets and liabilities:					Change in operating assets and liabilities:
Tenant and other receivables	Tenant and other receivables	(151)		(6,845)		Tenant and other receivables	(1,507)		(876)
Deferred leasing costs	Deferred leasing costs	(1,410)		(759)		Deferred leasing costs	(1,025)		(600)
Prepaid expenses and other assets	Prepaid expenses and other assets	(4,677)		(9,983)		Prepaid expenses and other assets	2,893		(6,879)
Lease liabilities	Lease liabilities	(3,264)		(3,385)		Lease liabilities	(1,648)		(1,645)
Accounts payable, accrued expenses and other liabilities	Accounts payable, accrued expenses and other liabilities	(10,061)		(10,364)		Accounts payable, accrued expenses and other liabilities	(10,549)		(6,547)
Net cash provided by operating activities	Net cash provided by operating activities	53,585		41,977		Net cash provided by operating activities	24,521		18,825
CASH FLOWS FROM INVESTING ACTIVITIES	CASH FLOWS FROM INVESTING ACTIVITIES					CASH FLOWS FROM INVESTING ACTIVITIES
Real estate development and capital improvements	Real estate development and capital improvements	(19,361)		(11,170)		Real estate development and capital improvements	(19,078)		(7,810)
Acquisitions of real estate	Acquisitions of real estate	0		(92,132)		Acquisitions of real estate	(3,940)		—
Proceeds from sale of operating properties	Proceeds from sale of operating properties	23,208		54,402		Proceeds from sale of operating properties	—		23,208
Net cash provided by (used in) investing activities		3,847		(48,900)
Net cash (used in) provided by investing activities						Net cash (used in) provided by investing activities	(23,018)		15,398
CASH FLOWS FROM FINANCING ACTIVITIES	CASH FLOWS FROM FINANCING ACTIVITIES					CASH FLOWS FROM FINANCING ACTIVITIES
Debt repayments	Debt repayments	(5,738)		(85,978)		Debt repayments	(4,421)		(2,727)
Dividends to common shareholders	Dividends to common shareholders	(88,885)		(26,647)		Dividends to common shareholders	(18,773)		(71,348)
Distributions to redeemable noncontrolling interests	Distributions to redeemable noncontrolling interests	(3,514)		(1,314)		Distributions to redeemable noncontrolling interests	(773)		(2,784)
Taxes withheld for vested restricted shares	Taxes withheld for vested restricted shares	(210)		(1,461)		Taxes withheld for vested restricted shares	(90)		(208)
Contributions from noncontrolling interests	Contributions from noncontrolling interests	511		0		Contributions from noncontrolling interests	745		511
Borrowings under unsecured credit facility		0		250,000
Proceeds from mortgage loan borrowings		0		83,000
Repurchase of common shares		0		(54,141)
Debt issuance costs		0		(2,042)
Proceeds related to the issuance of common shares		184		205
Net cash (used in) provided by financing activities		(97,652)		161,622
Net (decrease) increase in cash and cash equivalents and restricted cash		(40,220)		154,699

Net cash used in financing activities						Net cash used in financing activities	(23,312)		(76,556)
Net decrease in cash and cash equivalents and restricted cash						Net decrease in cash and cash equivalents and restricted cash	(21,809)		(42,333)
Cash and cash equivalents and restricted cash at beginning of period	Cash and cash equivalents and restricted cash at beginning of period	419,253		485,136		Cash and cash equivalents and restricted cash at beginning of period	219,836		419,253
Cash and cash equivalents and restricted cash at end of period	Cash and cash equivalents and restricted cash at end of period	$	379,033	$	639,835	Cash and cash equivalents and restricted cash at end of period	$	198,027	$	376,920

See notes to consolidated financial statements (unaudited).


		Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020			2022		2021
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION	SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION					SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash payments for interest, net of amounts capitalized of $348 and $281, respectively		$	30,300	$	37,268
Cash payments for interest, net of amounts capitalized of $1,733 and $81, respectively						Cash payments for interest, net of amounts capitalized of $1,733 and $81, respectively	$	13,261	$	16,015
Cash payments for income taxes	Cash payments for income taxes	3,724		448		Cash payments for income taxes	896		3
NON-CASH INVESTING AND FINANCING ACTIVITIES	NON-CASH INVESTING AND FINANCING ACTIVITIES					NON-CASH INVESTING AND FINANCING ACTIVITIES
Accrued capital expenditures included in accounts payable and accrued expenses	Accrued capital expenditures included in accounts payable and accrued expenses	10,677		4,045		Accrued capital expenditures included in accounts payable and accrued expenses	19,204		8,632
Write-off of fully depreciated assets	Write-off of fully depreciated assets	1,688		10,353		Write-off of fully depreciated assets	742		1,107

Mortgage debt forgiven in refinancing		0		30,000
Assumption of debt through the acquisition of real estate		0		72,473

RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	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 period	Cash and cash equivalents at beginning of period	$	384,572	$	432,954	Cash and cash equivalents at beginning of period	$	164,478	$	384,572
Restricted cash at beginning of period	Restricted cash at beginning of period	34,681		52,182		Restricted cash at beginning of period	55,358		34,681
Cash and cash equivalents and restricted cash at beginning of period	Cash and cash equivalents and restricted cash at beginning of period	$	419,253	$	485,136	Cash and cash equivalents and restricted cash at beginning of period	$	219,836	$	419,253

Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	321,200	$	615,579	Cash and cash equivalents at end of period	$	151,789	$	324,508
Restricted cash at end of period	Restricted cash at end of period	57,833		24,256		Restricted cash at end of period	46,238		52,412
Cash and cash equivalents and restricted cash at end of period	Cash and cash equivalents and restricted cash at end of period	$	379,033	$	639,835	Cash and cash equivalents and restricted cash at end of period	$	198,027	$	376,920

See notes to consolidated financial statements (unaudited).

URBAN EDGE PROPERTIES LP

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except unit and per unit amounts)


		June 30,		December 31,			March 31,		December 31,
		2021		2020			2022		2021
ASSETS	ASSETS					ASSETS
Real estate, at cost:	Real estate, at cost:					Real estate, at cost:
Land	Land	$	556,850	$	568,662	Land	$	542,131	$	543,827
Buildings and improvements	Buildings and improvements	2,325,577		2,326,450		Buildings and improvements	2,454,897		2,441,797
Construction in progress	Construction in progress	55,461		44,689		Construction in progress	223,698		212,296
Furniture, fixtures and equipment	Furniture, fixtures and equipment	7,432		7,016		Furniture, fixtures and equipment	7,716		7,530
Total	Total	2,945,320		2,946,817		Total	3,228,442		3,205,450
Accumulated depreciation and amortization	Accumulated depreciation and amortization	(755,833)		(730,366)		Accumulated depreciation and amortization	(772,789)		(753,947)
Real estate, net	Real estate, net	2,189,487		2,216,451		Real estate, net	2,455,653		2,451,503
Operating lease right-of-use assets	Operating lease right-of-use assets	77,428		80,997		Operating lease right-of-use assets	67,618		69,361
Cash and cash equivalents	Cash and cash equivalents	321,200		384,572		Cash and cash equivalents	151,789		164,478
Restricted cash	Restricted cash	57,833		34,681		Restricted cash	46,238		55,358
Tenant and other receivables	Tenant and other receivables	15,823		15,673		Tenant and other receivables	17,318		15,812
Receivable arising from the straight-lining of rents	Receivable arising from the straight-lining of rents	61,240		62,106		Receivable arising from the straight-lining of rents	63,203		62,692
Identified intangible assets, net of accumulated amortization of $35,995 and $37,009, respectively		51,536		56,184
Deferred leasing costs, net of accumulated amortization of $16,512 and $16,419, respectively		18,203		18,585
Identified intangible assets, net of accumulated amortization of $37,024 and $37,361, respectively						Identified intangible assets, net of accumulated amortization of $37,024 and $37,361, respectively	68,007		71,107
Deferred leasing costs, net of accumulated amortization of $18,351 and $17,641, respectively						Deferred leasing costs, net of accumulated amortization of $18,351 and $17,641, respectively	20,791		20,694
Prepaid expenses and other assets	Prepaid expenses and other assets	73,184		70,311		Prepaid expenses and other assets	70,620		74,111
Total assets	Total assets	$	2,865,934	$	2,939,560	Total assets	$	2,961,237	$	2,985,116

LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Liabilities:	Liabilities:					Liabilities:
Mortgages payable, net	Mortgages payable, net	$	1,577,413	$	1,587,532	Mortgages payable, net	$	1,682,929	$	1,687,190
Operating lease liabilities	Operating lease liabilities	71,708		74,972		Operating lease liabilities	62,931		64,578
Accounts payable, accrued expenses and other liabilities	Accounts payable, accrued expenses and other liabilities	74,993		132,980		Accounts payable, accrued expenses and other liabilities	75,962		84,829
Identified intangible liabilities, net of accumulated amortization of $76,513 and $71,375, respectively		142,830		148,183
Identified intangible liabilities, net of accumulated amortization of $36,082 and $35,029, respectively						Identified intangible liabilities, net of accumulated amortization of $36,082 and $35,029, respectively	98,282		100,625
Total liabilities	Total liabilities	1,866,944		1,943,667		Total liabilities	1,920,104		1,937,222
Commitments and contingencies		0		0
Commitments and contingencies (Note 10)						Commitments and contingencies (Note 10)	0		0
Equity:	Equity:					Equity:
Partners’ capital:	Partners’ capital:					Partners’ capital:
General partner: 117,137,337 and 117,014,317 units outstanding, respectively		991,426		991,032
Limited partners: 5,376,145 and 4,729,010 units outstanding, respectively		46,395		41,302
General partner: 117,430,735 and 117,147,986 units outstanding, respectively						General partner: 117,430,735 and 117,147,986 units outstanding, respectively	1,002,179		1,002,423
Limited partners: 5,003,420 and 4,662,654 units outstanding, respectively						Limited partners: 5,003,420 and 4,662,654 units outstanding, respectively	43,801		41,030
Accumulated deficit	Accumulated deficit	(44,985)		(42,313)		Accumulated deficit	(18,199)		(8,505)
Total partners’ capital	Total partners’ capital	992,836		990,021		Total partners’ capital	1,027,781		1,034,948
Noncontrolling interest in consolidated subsidiaries	Noncontrolling interest in consolidated subsidiaries	6,154		5,872		Noncontrolling interest in consolidated subsidiaries	13,352		12,946
Total equity	Total equity	998,990		995,893		Total equity	1,041,133		1,047,894
Total liabilities and equity	Total liabilities and equity	$	2,865,934	$	2,939,560	Total liabilities and equity	$	2,961,237	$	2,985,116

See notes to consolidated financial statements (unaudited).

URBAN EDGE PROPERTIES LP

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except unit and per unit amounts)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020		2021		2020			2022		2021
REVENUE	REVENUE									REVENUE
Rental revenue	Rental revenue	$	93,653	$	73,265	$	188,272	$	166,265	Rental revenue	$	99,416	$	94,619
Management and development fees	Management and development fees	266		285		631		599		Management and development fees	240		365
Other income	Other income	87		69		764		115		Other income	545		677
Total revenue	Total revenue	94,006		73,619		189,667		166,979		Total revenue	100,201		95,661
EXPENSES	EXPENSES									EXPENSES
Depreciation and amortization	Depreciation and amortization	22,488		23,299		45,363		46,770		Depreciation and amortization	24,527		22,875
Real estate taxes	Real estate taxes	15,363		14,896		31,964		29,862		Real estate taxes	15,975		16,601
Property operating	Property operating	15,891		11,894		36,182		26,431		Property operating	21,205		20,291
General and administrative	General and administrative	9,484		18,053		18,152		27,900		General and administrative	11,121		8,668

Lease expense	Lease expense	3,195		3,351		6,501		6,785		Lease expense	3,135		3,306
Total expenses	Total expenses	66,421		71,493		138,162		137,748		Total expenses	75,963		71,741
Gain on sale of real estate	Gain on sale of real estate	0		0		11,722		39,775		Gain on sale of real estate	—		11,722
Interest income	Interest income	90		422		226		2,105		Interest income	205		136
Interest and debt expense	Interest and debt expense	(14,728)		(18,573)		(29,555)		(35,748)		Interest and debt expense	(14,004)		(14,827)
Gain on extinguishment of debt		0		34,908		0		34,908

Income before income taxes	Income before income taxes	12,947		18,883		33,898		70,271		Income before income taxes	10,439		20,951
Income tax benefit (expense)		34		13,662		(201)		13,562
Income tax expense										Income tax expense	(905)		(235)
Net income	Net income	12,981		32,545		33,697		83,833		Net income	9,534		20,716
Less net loss attributable to NCI in consolidated subsidiaries	Less net loss attributable to NCI in consolidated subsidiaries	150		0		229		0		Less net loss attributable to NCI in consolidated subsidiaries	339		79
Net income attributable to unitholders	Net income attributable to unitholders	$	13,131	$	32,545	$	33,926	$	83,833	Net income attributable to unitholders	$	9,873	$	20,795

Earnings per unit - Basic:	Earnings per unit - Basic:	$	0.11	$	0.27	$	0.28	$	0.68	Earnings per unit - Basic:	$	0.08	$	0.17
Earnings per unit - Diluted:	Earnings per unit - Diluted:	$	0.11	$	0.27	$	0.28	$	0.68	Earnings per unit - Diluted:	$	0.08	$	0.17
Weighted average units outstanding - Basic	Weighted average units outstanding - Basic	120,849		120,535		120,806		123,190		Weighted average units outstanding - Basic	121,188		120,763
Weighted average units outstanding - Diluted	Weighted average units outstanding - Diluted	122,485		121,407		122,327		124,082		Weighted average units outstanding - Diluted	122,187		122,166

See notes to consolidated financial statements (unaudited).

URBAN EDGE PROPERTIES LP

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(Unaudited)

(In thousands, except unit and per unit amounts)


		Total Shares	General Partner		Total Units	Limited Partners(1)		Accumulated Earnings (Deficit)		NCI in Consolidated Subsidiaries		Total Equity			Total Shares	General Partner		Total Units	Limited Partners(1)		Accumulated Earnings (Deficit)		NCI in Consolidated Subsidiaries		Total Equity
Balance, March 31, 2020		117,956,031	$	987,668	4,971,944	$	43,000	$	(32,869)	$	424	$	998,223
Balance, December 31, 2020														Balance, December 31, 2020	117,014,317	$	991,032	4,729,010	$	41,302	$	(42,313)	$	5,872	$	995,893
Net income attributable to unitholders	Net income attributable to unitholders	—	—		—	—		32,545		—		32,545		Net income attributable to unitholders	—	—		—	—		20,795		—		20,795
Net loss attributable to noncontrolling interests														Net loss attributable to noncontrolling interests	—	—		—	—		—		(79)		(79)
Common units issued as a result of common shares issued by Urban Edge	Common units issued as a result of common shares issued by Urban Edge	22,901	204		(41,604)	—		0		—		204		Common units issued as a result of common shares issued by Urban Edge	24,283	84		—	—		(83)		—		1
Equity redemption of OP units		253,553	282		(253,553)	0		—		—		282
Repurchase of common shares		(1,421,700)	(11,340)		—	—		—		—		(11,340)

Limited partnership units issued, net														Limited partnership units issued, net	—	—		623,634	—		—		—		—
Reallocation of noncontrolling interests	Reallocation of noncontrolling interests	—	6,951		—	(7,233)		—		—		(282)		Reallocation of noncontrolling interests	—	(2,817)		—	2,817		—		—		—

Distributions to Partners ($0.15 per unit)														Distributions to Partners ($0.15 per unit)	—	—		—	—		(18,226)		—		(18,226)
Contributions from noncontrolling interests														Contributions from noncontrolling interests	—	—		—	—		—		511		511
Share-based compensation expense	Share-based compensation expense	—	3,467		—	5,144		—		—		8,611		Share-based compensation expense	—	597		—	2,086		—		—		2,683
Share-based awards retained for taxes	Share-based awards retained for taxes	(109,474)	(1,133)		—	—		—		—		(1,133)		Share-based awards retained for taxes	(12,311)	(208)		—	—		—		—		(208)
Balance, June 30, 2020		116,701,311	$	986,099	4,676,787	$	40,911	$	(324)	$	424	$	1,027,110
Balance, March 31, 2021														Balance, March 31, 2021	117,026,289	$	988,688	5,352,644	$	46,205	$	(39,827)	$	6,304	$	1,001,370

(1) ~~Limited partners have a 3.9% common limited partnership interest in the Operating Partnership as of June 30, 2020 in the form of units of interest in the OP Units and LTIP units.~~

Total Shares General Partner Total Units
Limited Partners(2)
Accumulated
Deficit NCI in Consolidated Subsidiaries Total Equity
Balance, March 31, 2021 117,026,289 $ 988,688 5,352,644 $ 46,205 $ (39,827) $ 6,304 $ 1,001,370
Net income attributable to unitholders — — — — 13,131 — 13,131
Net loss attributable to noncontrolling interests — — — — — (150) (150)
Common units issued as a result of common shares issued by Urban Edge 11,799 204 123,501 — (21) — 183
Equity redemption of OP units 100,000 840 (100,000) — — — 840
Limited partnership units issued, net — — 0 — — — 0
Reallocation of noncontrolling interests — 1,129 — (1,969) — — (840)
Distributions to Partners ($0.15 per unit) — — — — (18,268) — (18,268)
Share-based compensation expense — 566 — 2,160 — — 2,726
Share-based awards retained for taxes (751) (2) — — — — (2)
Balance, June 30, 2021 117,137,337 $ 991,425 5,376,145 $ 46,396 $ (44,985) $ 6,154 $ 998,990

~~(2)~~ Limited partners have a 4.4% common limited partnership interest in the Operating Partnership as of ~~June 30,~~March 31, 2021 in the form of ~~units of interest in the~~ Operating Partnership Units (“OP Units”) and Long-Term Incentive Plan Units ~~and~~ (“LTIP ~~units.~~

~~See notes to consolidated financial statements (unaudited)~~Units”).


		Total Shares	General Partner		Total Units	Limited Partners(1)		Accumulated Earnings (Deficit)		NCI in Consolidated Subsidiaries		Total Equity			Total Shares	General Partner		Total Units	Limited Partners(2)		Accumulated Deficit		NCI in Consolidated Subsidiaries		Total Equity
Balance, December 31, 2019		121,370,125	$	1,020,362	5,833,318	$	50,156	$	(56,166)	$	424	$	1,014,776
Balance, December 31, 2021														Balance, December 31, 2021	117,147,986	$	1,002,423	4,662,654	$	41,030	$	(8,505)	$	12,946	$	1,047,894
Net income attributable to unitholders	Net income attributable to unitholders	—	—		—	—		83,833		—		83,833		Net income attributable to unitholders	—	—		—	—		9,873		—		9,873
Net income attributable to noncontrolling interests														Net income attributable to noncontrolling interests	—	—		—	—		—		(339)		(339)
Common units issued as a result of common shares issued by Urban Edge	Common units issued as a result of common shares issued by Urban Edge	53,193	235		122,858	—		(30)		—		205		Common units issued as a result of common shares issued by Urban Edge	37,741	20		590,766	—		(21)		—		(1)
Equity redemption of OP units	Equity redemption of OP units	1,279,389	8,628		(1,279,389)	—		0		—		8,628		Equity redemption of OP units	250,000	2,124		(250,000)	2,124		—		—		4,248
Repurchase of common shares		(5,873,923)	(54,141)		0	0		—		—		(54,141)

Reallocation of noncontrolling interests	Reallocation of noncontrolling interests	—	7,858		—	(16,486)		—		—		(8,628)		Reallocation of noncontrolling interests	—	(2,619)		—	(1,629)		—		—		(4,248)
Distributions to Partners ($0.22 per unit)		—	—		—	—		(27,961)		—		(27,961)
Distributions to Partners ($0.16 per unit)														Distributions to Partners ($0.16 per unit)	—	—		—	—		(19,546)		—		(19,546)
Contributions from noncontrolling interests														Contributions from noncontrolling interests	—	—		—	—		—		745		745
Share-based compensation expense	Share-based compensation expense	—	4,618		—	7,241		0		—		11,859		Share-based compensation expense	—	321		—	2,276		—		—		2,597
Share-based awards retained for taxes	Share-based awards retained for taxes	(127,473)	(1,461)		—	—		—		—		(1,461)		Share-based awards retained for taxes	(4,992)	(90)		—	—		—		—		(90)
Balance, June 30, 2020		116,701,311	$	986,099	4,676,787	$	40,911	$	(324)	$	424	$	1,027,110
Balance, March 31, 2022														Balance, March 31, 2022	117,430,735	$	1,002,179	5,003,420	$	43,801	$	(18,199)	$	13,352	$	1,041,133

~~(1)~~(2) Limited partners have a ~~3.9%~~4.1% common limited partnership interest in the Operating Partnership as of ~~June 30, 2020~~March 31, 2022 in the form of ~~units of interest in the~~ OP ~~Units~~ and LTIP ~~units.~~

Total Shares General Partner Total Units
Limited Partners(2)
Accumulated
Deficit NCI in Consolidated Subsidiaries Total Equity
Balance, December 31, 2020 117,014,317 $ 991,032 4,729,010 $ 41,302 $ (42,313) $ 5,872 $ 995,893
Net income attributable to unitholders — — — — 33,926 — 33,926
Net loss attributable to noncontrolling interests — — — — — (229) (229)
Common units issued as a result of common shares issued by Urban Edge 36,082 288 747,135 — (104) — 184
Equity redemption of OP units 100,000 840 (100,000) 840
Limited partnership units issued, net — — — — — — 0
Reallocation of noncontrolling interests — (1,688) — 848 — — (840)
Distributions to Partners ($0.30 per unit) — — — — (36,494) — (36,494)
Contributions from noncontrolling interests — — — — — 511 511
Share-based compensation expense — 1,163 — 4,246 — — 5,409
Share-based awards retained for taxes (13,062) (210) — — — — (210)
Balance, June 30, 2021 117,137,337 $ 991,425 5,376,145 $ 46,396 $ (44,985) $ 6,154 $ 998,990

~~(2)~~ ~~Limited partners have a 4.4% common limited partnership interest in the Operating Partnership as of June 30, 2021 in the form of units of interest in the OP Units and LTIP units.~~Units.

See notes to consolidated financial statements (unaudited).

108

URBAN EDGE PROPERTIES LP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


		Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020			2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES	CASH FLOWS FROM OPERATING ACTIVITIES					CASH FLOWS FROM OPERATING ACTIVITIES
Net income	Net income	$	33,697	$	83,833	Net income	$	9,534	$	20,716
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	46,259		47,677		Depreciation and amortization	24,968		23,330
Gain on sale of real estate	Gain on sale of real estate	(11,722)		(39,775)		Gain on sale of real estate	—		(11,722)
Gain on extinguishment of debt		0		(34,908)

Amortization of below market leases, net	Amortization of below market leases, net	(4,754)		(4,454)		Amortization of below market leases, net	(1,974)		(2,412)
Noncash lease expense	Noncash lease expense	3,569		3,817		Noncash lease expense	1,743		1,813
Straight-lining of rent	Straight-lining of rent	690		5,264		Straight-lining of rent	(511)		964
Share-based compensation expense	Share-based compensation expense	5,409		11,859		Share-based compensation expense	2,597		2,683

Change in operating assets and liabilities:	Change in operating assets and liabilities:					Change in operating assets and liabilities:
Tenant and other receivables	Tenant and other receivables	(151)		(6,845)		Tenant and other receivables	(1,507)		(876)
Deferred leasing costs	Deferred leasing costs	(1,410)		(759)		Deferred leasing costs	(1,025)		(600)
Prepaid expenses and other assets	Prepaid expenses and other assets	(4,677)		(9,983)		Prepaid expenses and other assets	2,893		(6,879)
Lease liabilities	Lease liabilities	(3,264)		(3,385)		Lease liabilities	(1,648)		(1,645)
Accounts payable, accrued expenses and other liabilities	Accounts payable, accrued expenses and other liabilities	(10,061)		(10,364)		Accounts payable, accrued expenses and other liabilities	(10,549)		(6,547)
Net cash provided by operating activities	Net cash provided by operating activities	53,585		41,977		Net cash provided by operating activities	24,521		18,825
CASH FLOWS FROM INVESTING ACTIVITIES	CASH FLOWS FROM INVESTING ACTIVITIES					CASH FLOWS FROM INVESTING ACTIVITIES
Real estate development and capital improvements	Real estate development and capital improvements	(19,361)		(11,170)		Real estate development and capital improvements	(19,078)		(7,810)
Acquisitions of real estate	Acquisitions of real estate	0		(92,132)		Acquisitions of real estate	(3,940)		—
Proceeds from sale of operating properties	Proceeds from sale of operating properties	23,208		54,402		Proceeds from sale of operating properties	—		23,208
Net cash provided by (used in) investing activities		3,847		(48,900)
Net cash (used in) provided by investing activities						Net cash (used in) provided by investing activities	(23,018)		15,398
CASH FLOWS FROM FINANCING ACTIVITIES	CASH FLOWS FROM FINANCING ACTIVITIES					CASH FLOWS FROM FINANCING ACTIVITIES
Debt repayments	Debt repayments	(5,738)		(85,978)		Debt repayments	(4,421)		(2,727)
Distributions to partners	Distributions to partners	(92,399)		(27,961)		Distributions to partners	(19,546)		(74,132)
Taxes withheld for vested restricted units	Taxes withheld for vested restricted units	(210)		(1,461)		Taxes withheld for vested restricted units	(90)		(208)
Borrowings under unsecured credit facility		0		250,000
Proceeds from mortgage loan borrowings		0		83,000
Repurchase of common shares		0		(54,141)
Debt issuance costs		0		(2,042)
Proceeds related to the issuance of common shares		184		205

Contributions from noncontrolling interests	Contributions from noncontrolling interests	511		0		Contributions from noncontrolling interests	745		511
Net cash (used in) provided by financing activities		(97,652)		161,622
Net (decrease) increase in cash and cash equivalents and restricted cash		(40,220)		154,699
Net cash used in financing activities						Net cash used in financing activities	(23,312)		(76,556)
Net decrease in cash and cash equivalents and restricted cash						Net decrease in cash and cash equivalents and restricted cash	(21,809)		(42,333)
Cash and cash equivalents and restricted cash at beginning of period	Cash and cash equivalents and restricted cash at beginning of period	419,253		485,136		Cash and cash equivalents and restricted cash at beginning of period	219,836		419,253
Cash and cash equivalents and restricted cash at end of period	Cash and cash equivalents and restricted cash at end of period	$	379,033	$	639,835	Cash and cash equivalents and restricted cash at end of period	$	198,027	$	376,920

See notes to consolidated financial statements (unaudited).

119


		Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020			2022		2021
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION	SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION					SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash payments for interest, net of amounts capitalized of $348 and $281, respectively		$	30,300	$	37,268
Cash payments for interest, net of amounts capitalized of $1,733 and $81, respectively						Cash payments for interest, net of amounts capitalized of $1,733 and $81, respectively	$	13,261	$	16,015
Cash payments for income taxes	Cash payments for income taxes	3,724		448		Cash payments for income taxes	896		3
NON-CASH INVESTING AND FINANCING ACTIVITIES	NON-CASH INVESTING AND FINANCING ACTIVITIES					NON-CASH INVESTING AND FINANCING ACTIVITIES
Accrued capital expenditures included in accounts payable and accrued expenses	Accrued capital expenditures included in accounts payable and accrued expenses	10,677		4,045		Accrued capital expenditures included in accounts payable and accrued expenses	19,204		8,632
Write-off of fully depreciated assets	Write-off of fully depreciated assets	1,688		10,353		Write-off of fully depreciated assets	742		1,107

Mortgage debt forgiven in refinancing		0		30,000
Assumption of debt through the acquisition of real estate		0		72,473

RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	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 period	Cash and cash equivalents at beginning of period	$	384,572	$	432,954	Cash and cash equivalents at beginning of period	$	164,478	$	384,572
Restricted cash at beginning of period	Restricted cash at beginning of period	34,681		52,182		Restricted cash at beginning of period	55,358		34,681
Cash and cash equivalents and restricted cash at beginning of period	Cash and cash equivalents and restricted cash at beginning of period	$	419,253	$	485,136	Cash and cash equivalents and restricted cash at beginning of period	$	219,836	$	419,253

Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	321,200	$	615,579	Cash and cash equivalents at end of period	$	151,789	$	324,508
Restricted cash at end of period	Restricted cash at end of period	57,833		24,256		Restricted cash at end of period	46,238		52,412
Cash and cash equivalents and restricted cash at end of period	Cash and cash equivalents and restricted cash at end of period	$	379,033	$	639,835	Cash and cash equivalents and restricted cash at end of period	$	198,027	$	376,920

See notes to consolidated financial statements (unaudited).

1210

URBAN EDGE PROPERTIES AND URBAN EDGE PROPERTIES LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.ORGANIZATION

Urban Edge Properties (“UE”, “Urban Edge” or the “Company”) (NYSE: UE) is a Maryland real estate investment trust focused on 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 the Company’s real estate properties and other assets. Unless the context otherwise requires, references to “we”, “us” and “our” refer to Urban Edge Properties and UELP and their consolidated entities/subsidiaries.

The Operating Partnership’s capital includes general and common limited partnership interests ~~in the operating partnership~~ (“OP Units”). As of ~~June 30, 2021,~~March 31, 2022, Urban Edge owned approximately ~~95.6%~~95.9% of the outstanding common OP Units with the remaining limited OP Units held by members of management ~~Urban Edge’s~~and the Board of Trustees, and contributors of property interests acquired. Urban Edge serves as the sole general partner of the Operating Partnership. The third-party unitholders have limited rights over the Operating Partnership such that they do not have characteristics of a controlling financial interest. As such, the Operating Partnership is considered a variable interest entity (“VIE”), and the Company is the primary beneficiary which consolidates it. The Company’s only investment is the Operating Partnership. The VIE’s assets can be used for purposes other than the settlement of the VIE’s obligations and the Company’s partnership interest is considered a majority voting interest.

As of ~~June 30, 2021,~~March 31, 2022, our portfolio consisted of 7068 shopping centers, 5 malls and 2 industrial parks totaling approximately ~~16.2~~17.2 million square feet (“sf”), which is inclusive of a 95% controlling interest in our property in Walnut Creek, CA (Mt. Diablo), and an 82.5% controlling interest in Sunrise Mall, in Massapequa, NY.

2.BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions of Form 10-Q. Certain information and footnote disclosures included in our annual financial statements have been condensed or omitted. In the opinion of management, the consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of the Company and the Operating Partnership and the results of operations and cash flows for the interim periods presented. Operating results for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, ~~2021.~~2022. Accordingly, these consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, as filed with the Securities and Exchange Commission (“SEC”).

The consolidated balance sheets as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 reflect the consolidation of wholly-owned subsidiaries and those entities in which we have a controlling financial interest. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, excluding the Operating Partnership, we consolidated 2two VIEs with total assets of ~~$43.1~~$48.2 million and ~~$43.6~~$48.5 million, respectively, and total liabilities of ~~$31.8~~$24.5 million and ~~$31.5~~$24.7 million, respectively. The consolidated statements of income for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ include the consolidated accounts of the Company, the Operating Partnership and the ~~Operating Partnership.~~two VIEs. All intercompany transactions have been eliminated in 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,~~acquisition, management, ~~redevelopment,~~ development, and ~~operation~~redevelopment of retail shopping centers and malls. We do not distinguish from our primary business or group our operations on a geographical basis for purposes of measuring performance. The Company’s chief operating decision maker reviews operating and financial information for each property on an individual basis and therefore, each property represents an individual operating segment. None of our tenants accounted for more than 10% of our revenue or property operating income as of ~~June 30, 2021.~~March 31, 2022. We aggregate all of our properties into 1 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

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 ~~underway~~under way and ends when the project is substantially complete. Depreciation is recognized on a straight-line basis over estimated useful lives which range from one to 40 years.

Upon the acquisition of real estate, we assess the fair value of acquired assets (including land, buildings and improvements, identified intangibles, such as acquired above and below-market leases, acquired in-place leases and tenant relationships) and ~~acquired~~assumption of liabilities and we allocate the purchase price based on these assessments on a relative fair value basis. We assess fair value based on estimated cash flow projections utilizing appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including historical operating results, known trends, and market/economic conditions. We record acquired intangible assets (including acquired above-market leases, acquired in-place leases and tenant relationships) and acquired intangible liabilities (including below-market leases) at their estimated fair value. We amortize identified intangibles that have finite lives over the period they are expected to contribute directly or indirectly to the future cash flows of the property or business acquired.

Our properties are individually ~~reviewed~~evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Such events and changes include macroeconomic conditions, including those caused by global pandemics, like the recent coronavirus disease pandemic (“COVID-19” or the “COVID-19 pandemic”), which resulted in property operational disruption and indicate that the carrying amount may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis taking into account the appropriate capitalization rate in determining a future terminal value. An impairment loss is measured based on the excess of the property’s carrying amount over its estimated fair value. Estimated fair value may be based on discounted future cash flows utilizing appropriate discount and capitalization rates, ~~and,~~ in addition to available market information, third-party appraisals, broker selling estimates or sale agreements under negotiation. Impairment analyses are based on our current plans, intended holding periods and available market information at the time the analyses are prepared. If our estimates of the projected future cash flows change based on uncertain market conditions, our evaluation of impairment losses may be different and such differences could be material to our consolidated financial statements.

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

Recently Issued Accounting Literature — ~~Effective for the fiscal period beginning January 1, 2020, we adopted ASU 2016-13,~~ ~~Financial Instruments - Credit Losses (ASC 326): Measurement of Credit Losses. In connection with the adoption of ASU 2016-03, we also adopted (i) ASU 2018-19~~ ~~Codification Improvements to ASC 326, Financial Instruments - Credit Losses,~~ ~~(ii)ASU 2019-04,~~ ~~Codification Improvements to ASC 326, Financial Statements - Credit Losses, Topic 815, Derivatives and Hedging and Topic 825, Financial Instruments~~, (~~iii) ASU 2019-05~~ ~~Financial Instruments - Credit Losses (ASC 326): Targeted Transition Relief~~ ~~and (iv)ASU 2019-11~~ ~~Codification Improvements to ASC 326, Financial Instruments - Credit Losses.~~ ASU 2016-13 introduces a new model for estimating credit losses for certain types of financial instruments and also modifies the impairment model with new methodology for estimating credits losses. In November 2018, the FASB issued ASU 2018-19 ~~Codification Improvements to Topic 326, Financial Instruments — Credit Losses, which included amendments to clarify receivables arising from operating leases are within the scope ASC 842~~ ~~Leases. Due to the adoption of ASC 842 on January 1,~~

~~2019, the Company includes rental revenue deemed uncollectible as a reduction to rental revenue in "Rental revenue" in the consolidated statements of income~~. ~~As of June 30, 2021, the Company did not have any material outstanding financial instruments.The adoption of ASU 2016-13 did not have a material impact to our consolidated financial statements and disclosures.~~

~~In December 2019, the FASB issued ASU 2019-12~~ ~~Income Taxes (ASC 740): Simplifying the Accounting for Income Taxes~~, which enhances and simplifies various aspects of the income tax accounting. ASU 2019-12 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2020. Early adoption is permitted. We adopted ASU 2019-12 effective January 1, 2021. The adoption of ASU 2019-12 did not have a material impact on our consolidated financial statements and disclosures.

In March 2020 and January 2021, the ~~FASB~~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. We currently do not anticipate the need to modify our existing debt agreements as a result of reference rate reform in the current year, however if any modification is executed as a result of reference rate reform, the Company will elect the optional expedient available under ASU 2020-04 and ASU 2021-01, which allows entities to account for the modification as if the modification was not substantial. We will disclose the nature of and reason for electing the optional expedient in each interim and annual financial statement period if and when applicable through December 31, 2022.

In April 2020, the FASB issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of COVID-19. Under existing lease guidance, the Company would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated with the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A clarifies that entities may elect to not evaluate whether lease-related relief, that lessors provide to mitigate the economic effects of COVID-19 on lessees, is a lease modification under ASC 842. Instead, when the cash flows resulting from the lease concession granted for COVID-19 rent relief are substantially the same or less than the cash flows of the original contract, an entity may elect to apply the modification guidance (i.e. assume the relief was always contemplated by the contract or assume the relief was not contemplated by the contract).

The FASB stated that there are multiple ways to account for rent concessions, none of which the FASB believes are more preferable than the others. Two of those methods are: (i) account for the concessions as if no changes to the lease contract were made; under that accounting, a lessor would continue to increase its lease receivable and continue to recognize income, referred to as the “receivable approach”; or (ii) account for the deferred payments or abatements as variable lease payments; under that accounting, a lessor would recognize the payment as income in profit or loss in the period in which the changes in facts and circumstances on which the variable lease payments are based occurred, referred to as the “variable approach”.

The Company makes this election on a disaggregated basis, with such election applied consistently to leases with similar characteristics and similar circumstances. As of June 30, 2021, the Company has granted rent deferrals accounted under both the receivable approach by electing the Lease Modification Q&A and as modifications due to term extensions of the leases. The Company has also granted abatements accounted under both the variable approach and as modifications due to the executed agreements including other rental term modifications, such as term extensions and substantial changes in cash flows. The Company remains in active discussions with its impacted tenants to grant further concessions. The full future impact of the Lease Modification Q&A is dependent upon the extent of lease concessions granted to tenants as a result of COVID-19 and the elections made by the Company at the time of entering into such concessions. Refer to Note 10 to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q.

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

Acquisitions

During the ~~six~~three months ended ~~June 30,~~March 31, 2021, 0no acquisitions were completed by the Company. During the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2022, we closed on the following ~~acquisitions:~~acquisition:

Date Purchased Property Name City State Square Feet Purchase Price
(in thousands)
February 12, 2020 Kingswood Center Brooklyn NY 130,000 $ 90,212
February 12, 2020 Kingswood Crossing Brooklyn NY 110,000 77,077
2020 Total $ 167,289 (1)

Date Purchased

Property Name

City

State

Square Feet

Purchase Price(1)

(in thousands)

February 24, 2022

40 Carmans Road(2)

Massapequa

12,000

4,260

(1) The total purchase price for the ~~properties~~property acquired ~~during the six months ended June 30, 2020~~ includes ~~$2.5~~$0.1 million of transaction costs incurred related to the ~~acquisitions.~~acquisition.

(2)

~~On February 12, 2020, the~~ The outparcel is included with Sunrise Mall in our total property count and non-GAAP metrics. The Company ~~acquired Kingswood Center and Kingswood Crossing for $167.3 million, including transaction costs. The properties are located along Kings Highway~~has an 82.5% controlling interest in the ~~Midwood neighborhood~~property with the remaining 17.5% owned by others.

The 12,000 sf outparcel acquired in February 2022, located at 40 Carmans Road, is adjacent to the entrance of Brooklyn, NY and were funded via 1031 exchanges using cash proceeds from dispositions. Additionally, as part of the acquisition of Kingswood Center, the Company assumed a $65.5 million mortgage, which maturesour mall in ~~2028.~~

Massapequa, NY. The aggregate purchase price of ~~the above property acquisitions~~this outparcel has been allocated ~~as follows:~~

Property Name Land Buildings and improvements
Identified intangible assets(1)
Identified intangible liabilities(1)
Debt premium Total Purchase Price
(in thousands)
Kingswood Center $ 15,690 $ 76,766 $ 9,263 $ (4,534) $ (6,973) $ 90,212
Kingswood Crossing 8,150 64,159 4,768 0 0 77,077
2020 Total $ 23,840 $ 140,925 $ 14,031 $ (4,534) $ (6,973) $ 167,289

~~(1)~~ Asto buildings and improvements, and land of ~~June 30, 2021,~~$3.1 million and $1.1 million, respectively. This acquisition supports the ~~remaining weighted average amortization periods of the identified intangible assets and identified intangible liabilities acquired were 8.1 years and 9.3 years, respectively.~~

~~As of June 30, 2021,~~overall plans we ~~are~~currently have under ~~contract~~way to ~~acquire 2 industrial properties totaling 275,000 sf for $55.5 million, that are located near our existing 943,000 sf warehouse park in East Hanover, NJ.~~redevelop Sunrise Mall.

Dispositions

During the ~~six~~three months ended ~~June 30,~~March 31, 2022, no dispositions were completed by the Company.

During the three months ended March 31, 2021,, we disposed of ~~one~~1 property and ~~one~~1 property parcel and received proceeds of $23.6 million, net of selling costs, resulting in a ~~$11.7 million~~ ~~net gain on sale of real estate.~~

~~During the six months ended June 30, 2020, we disposed of 3 properties and received proceeds of $58.1 million, net of selling costs, resulting in a $39.8~~an $11.7 million net gain on sale of real estate. ~~The sale of all 3 dispositions were completed as 1031 exchanges with Kingswood Crossing as a result of the sales occurring within 180 days of the Company’s acquisition.~~

~~Real Estate Held for Sale~~

As of June 30, 2021, one property in Westfield, NJ was classified as held for sale based on an executed contract of sale with a third-party buyer. The aggregate carrying amount of this property was $5.5 million and is included in prepaid expenses and other assets in our consolidated balance sheets as of June 30, 2021. The mortgage debt at the property was $4.7 million and is included in the accounts payable, accrued expenses and other liabilities line item on our consolidated balance sheets as of June 30, 2021. The property was sold in July 2021.

5. IDENTIFIED INTANGIBLE ASSETS AND LIABILITIES

Our identified intangible assets (acquired in-place and above-market leases) and liabilities (acquired below-market leases), net of accumulated amortization, were ~~$51.5~~$68.0 million and ~~$142.8~~$98.3 million, respectively, as of ~~June 30, 2021~~March 31, 2022 and ~~$56.2~~$71.1 million and ~~$148.2~~$100.6 million, respectively, as of December 31, ~~2020.~~

2021.

Amortization of acquired below-market leases, net of acquired above-market leases, resulted in additional rental income of ~~$2.3~~$2.0 million and ~~$4.8~~$2.4 million for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021, ~~and $2.2 million and $4.5 million for the same periods in 2020.~~

respectively.

Amortization of acquired in-place leases inclusive of customer relationships resulted in additional depreciation and amortization expense of ~~$1.8~~$2.8 million and ~~$3.9~~$2.1 million for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021, ~~and $2.2 million and $4.2 million for the same periods in 2020.~~

respectively.

The following table sets forth the estimated annual amortization income and expense related to intangible assets and liabilities for the remainder of ~~2021~~2022 and the five succeeding years:


(Amounts in thousands)	(Amounts in thousands)	Below-Market		Above-Market		In-Place Lease		(Amounts in thousands)	Below-Market		Above-Market		In-Place Lease
Year	Year	Operating Lease Amortization		Operating Lease Amortization		Amortization		Year	Operating Lease Amortization		Operating Lease Amortization		Amortization
2021(1)		$	5,259	$	(571)	$	(3,687)
2022		10,449		(803)		(5,962)
2022(1)								2022(1)	$	5,789	$	(849)	$	(7,333)
2023	2023	10,404		(695)		(4,822)		2023	7,676		(1,092)		(8,355)
2024	2024	10,168		(631)		(4,335)		2024	7,440		(996)		(7,127)
2025	2025	9,995		(452)		(3,702)		2025	7,259		(803)		(6,082)
2026	2026	9,660		(434)		(3,466)		2026	6,881		(683)		(5,469)
2027								2027	6,587		(458)		(4,905)

(1) Remainder of ~~2021.~~

2022.

1713

6. MORTGAGES PAYABLE

The following is a summary of mortgages payable as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021.


			Interest Rate at	June 30,		December 31,
(Amounts in thousands)	(Amounts in thousands)	Maturity	June 30, 2021	2021		2020		(Amounts in thousands)	Maturity	Interest Rate at March 31, 2022	March 31, 2022		December 31, 2021
First mortgages secured by:	First mortgages secured by:							First mortgages secured by:
Variable rate	Variable rate							Variable rate
Cherry Hill (Plaza at Cherry Hill)(1)	Cherry Hill (Plaza at Cherry Hill)(1)	5/24/2022	1.69%	$	28,834	$	28,930	Cherry Hill (Plaza at Cherry Hill)(1)	5/24/2022	1.83%	$	27,947	$	28,244
Westfield (One Lincoln Plaza)(1)		5/24/2022	1.69%	4,714		4,730
Woodbridge (Plaza at Woodbridge)(1)	Woodbridge (Plaza at Woodbridge)(1)	5/25/2022	1.69%	55,180		55,340		Woodbridge (Plaza at Woodbridge)(1)	5/25/2022	1.83%	53,460		54,029
Jersey City (Hudson Commons)(2)	Jersey City (Hudson Commons)(2)	11/15/2024	1.99%	28,310		28,586		Jersey City (Hudson Commons)(2)	11/15/2024	2.13%	27,896		28,034
Watchung(2)	Watchung(2)	11/15/2024	1.99%	26,355		26,613		Watchung(2)	11/15/2024	2.13%	25,968		26,097
Bronx (1750-1780 Gun Hill Road)(2)	Bronx (1750-1780 Gun Hill Road)(2)	12/1/2024	1.99%	24,926		25,172		Bronx (1750-1780 Gun Hill Road)(2)	12/1/2024	2.13%	24,557		24,680
Total variable rate debt	Total variable rate debt			168,319		169,371		Total variable rate debt			159,828		161,084
Fixed rate	Fixed rate							Fixed rate
Bergen Town Center - West, Paramus		4/8/2023	3.56%	300,000		300,000
Paramus (Bergen Town Center - West)								Paramus (Bergen Town Center - West)	4/8/2023	3.56%	300,000		300,000
Bronx (Shops at Bruckner)	Bronx (Shops at Bruckner)	5/1/2023	3.90%	10,027		10,351		Bronx (Shops at Bruckner)	5/1/2023	3.90%	9,530		9,698
Jersey City (Hudson Mall)	Jersey City (Hudson Mall)	12/1/2023	5.07%	22,531		22,904		Jersey City (Hudson Mall)	12/1/2023	5.07%	21,959		22,154
Yonkers Gateway Center	Yonkers Gateway Center	4/6/2024	4.16%	27,634		28,482		Yonkers Gateway Center	4/6/2024	4.16%	26,332		26,774
Brick	Brick	12/10/2024	3.87%	50,000		50,000		Brick	12/10/2024	3.87%	49,328		49,554
North Plainfield	North Plainfield	12/10/2025	3.99%	25,100		25,100		North Plainfield	12/10/2025	3.99%	24,991		25,100
Las Catalinas	Las Catalinas	2/1/2026	4.43%	125,828		127,669		Las Catalinas	2/1/2026	4.43%	122,906		123,977
Middletown	Middletown	12/1/2026	3.78%	31,400		31,400		Middletown	12/1/2026	3.78%	31,258		31,400
Rockaway	Rockaway	12/1/2026	3.78%	27,800		27,800		Rockaway	12/1/2026	3.78%	27,675		27,800
East Hanover (200 - 240 Route 10 West)	East Hanover (200 - 240 Route 10 West)	12/10/2026	4.03%	63,000		63,000		East Hanover (200 - 240 Route 10 West)	12/10/2026	4.03%	63,000		63,000
North Bergen (Tonnelle Ave)	North Bergen (Tonnelle Ave)	4/1/2027	4.18%	100,000		100,000		North Bergen (Tonnelle Ave)	4/1/2027	4.18%	100,000		100,000
Manchester	Manchester	6/1/2027	4.32%	12,500		12,500		Manchester	6/1/2027	4.32%	12,500		12,500
Millburn	Millburn	6/1/2027	3.97%	23,163		23,381		Millburn	6/1/2027	3.97%	22,829		22,944
Totowa	Totowa	12/1/2027	4.33%	50,800		50,800		Totowa	12/1/2027	4.33%	50,800		50,800
Woodbridge (Woodbridge Commons)	Woodbridge (Woodbridge Commons)	12/1/2027	4.36%	22,100		22,100		Woodbridge (Woodbridge Commons)	12/1/2027	4.36%	22,100		22,100
East Brunswick	East Brunswick	12/6/2027	4.38%	63,000		63,000		East Brunswick	12/6/2027	4.38%	63,000		63,000
East Rutherford	East Rutherford	1/6/2028	4.49%	23,000		23,000		East Rutherford	1/6/2028	4.49%	23,000		23,000
Brooklyn (Kingswood Center)	Brooklyn (Kingswood Center)	2/6/2028	5.07%	71,255		71,696		Brooklyn (Kingswood Center)	2/6/2028	5.07%	70,595		70,815
Hackensack	Hackensack	3/1/2028	4.36%	66,400		66,400		Hackensack	3/1/2028	4.36%	66,400		66,400
Marlton	Marlton	12/1/2028	3.86%	37,400		37,400		Marlton	12/1/2028	3.86%	37,400		37,400
East Hanover Warehouses	East Hanover Warehouses	12/1/2028	4.09%	40,700		40,700		East Hanover Warehouses	12/1/2028	4.09%	40,700		40,700
Union (2445 Springfield Ave)	Union (2445 Springfield Ave)	12/10/2028	4.01%	45,600		45,600		Union (2445 Springfield Ave)	12/10/2028	4.01%	45,600		45,600
Freeport (Freeport Commons)	Freeport (Freeport Commons)	12/10/2029	4.07%	43,100		43,100		Freeport (Freeport Commons)	12/10/2029	4.07%	43,100		43,100
Montehiedra	Montehiedra	6/1/2030	5.00%	80,282		81,141		Montehiedra	6/1/2030	5.00%	78,929		79,381
Montclair	Montclair	8/15/2030	3.15%	7,250		7,250		Montclair	8/15/2030	3.15%	7,250		7,250
Garfield	Garfield	12/1/2030	4.14%	40,300		40,300		Garfield	12/1/2030	4.14%	40,300		40,300
Woodmore Towne Centre								Woodmore Towne Centre	1/6/2032	3.39%	117,200		117,200
Mt Kisco	Mt Kisco	11/15/2034	6.40%	12,671		12,952		Mt Kisco	11/15/2034	6.40%	12,227		12,377
Total fixed rate debt	Total fixed rate debt			1,422,841		1,428,026		Total fixed rate debt			1,530,909		1,534,324
Total mortgages payable	Total mortgages payable			1,591,160		1,597,397		Total mortgages payable			1,690,737		1,695,408
Westfield (One Lincoln Plaza - held for sale)(1)		5/24/2022	1.69%	(4,714)		0
		Unamortized debt issuance costs		(9,033)		(9,865)			Unamortized debt issuance costs		(7,808)		(8,218)
Total mortgages payable, net	Total mortgages payable, net			1,577,413		1,587,532		Total mortgages payable, net			$	1,682,929	$	1,687,190

(1)Bears interest at one month LIBOR plus 160 bps.

(2)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~~$1.4 billion as of ~~June 30, 2021.~~March 31, 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 ~~June 30, 2021,~~March 31, 2022, we were in compliance with all debt covenants.

1814

As of ~~June 30, 2021,~~March 31, 2022, the principal repayments of the Company’s total outstanding debt for the ~~next~~remainder of 2022 and the five succeeding years, and thereafter are as follows:


(Amounts in thousands)	(Amounts in thousands)			(Amounts in thousands)
Year Ending December 31,	Year Ending December 31,			Year Ending December 31,
2021(1)		$	8,235
2022		98,915
2022(1)				2022(1)	$	94,244
2023	2023	349,814		2023	349,814
2024	2024	163,720		2024	163,721
2025	2025	40,946		2025	40,946
2026	2026	230,694		2026	230,694
2027				2027	268,729
Thereafter	Thereafter	694,122		Thereafter	542,589

(1) Remainder of ~~2021.~~2022.

Revolving Credit Agreement

On June 3, 2020, we entered into a third amendment to the Agreement, which among other things, ~~modifies~~modified certain definitions and the measurement period for certain financial covenants to a trailing four-quarter period instead of the most recent quarter annualized. Company borrowings under the Agreement are subject to interest at LIBOR plus 1.05% to 1.50% and an annual facility fee of 15 to 30 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.~~change. The Agreement contains customary financial covenants including a maximum leverage ratio of 60% and a minimum fixed charge coverage ratio of 1.5x.

~~NaN~~No amounts were drawn or outstanding under the Agreement as of ~~June 30, 2021~~March 31, 2022 or December 31, ~~2020, respectively.~~2021. Financing costs associated with executing the Agreement of ~~$2.8~~$2.0 million and ~~$3.3~~$2.2 million as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively, are included in the prepaid expenses and other assets line item of the consolidated balance sheets, as deferred financing costs, net.

Mortgage on Las Catalinas Mall

In April 2020, we notified the servicer of the $129 million non-recourse mortgage loan on Las Catalinas Mall in Puerto Rico that cash flow would be insufficient to service the debt and that we were unwilling to fund the shortfalls. In December 2020, the non-recourse mortgage loan on Las Catalinas Mall was modified to convert the mortgage from an amortizing 4.43% loan to interest only payments, starting at 3.00% in 2021 and increasing 50 basis points annually until returning to 4.43% in 2024 and ~~thereafter, and to include~~thereafter. The terms of the ~~ability for~~modification enable the Company, at its option, to repay the loan at a discounted value of $72.5 million, beginning in August 2023 through the extended maturity date of February 2026.

While it is possible we will be able to repay the loan at the discounted value in the future, such repayment 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 sheet as of ~~June 30, 2021.~~March 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~~ ~~Troubled Debt Restructurings~~.470-60.

Mortgage on The Outlets at Montehiedra

In connection with the refinancing of the loan secured by The Outlets at Montehiedra (“Montehiedra”) in the second quarter of 2020, the Company ~~has~~ provided a $12.5 million limited corporate guarantee of the mortgage secured by Montehiedra that is triggered only if any of the following events occur: (1) certain reserve accounts were not funded as of a specified date (which funding did occur in full at closing), (2) the lease to Sears Holding Corporation (“Kmart”) at Montehiedra is terminated for any reason or (3) the Kmart lease is materially amended and a debt service coverage ratio falls below a specified threshold. In February 2021, Kmart announced that it would be closing the store related to such lease, but the lease has not been terminated or amended and the tenant continues to pay rent. No triggering events have occurred that would require the release of the guarantee and the tenant has lease obligations through 2023. The guarantee would be released should certain financial metrics at Montehiedra be achieved even if the Kmart box remains vacant.guarantee. The guarantee is reduced commensurate with the loan amortization schedule and will reduce to zero in approximately ~~six years based on the scheduled amortization.~~4.5 years. As of ~~June 30, 2021,~~March 31, 2022, the remaining ~~amount of potential~~exposure under the guarantee is ~~approximately $10.8~~$9.4 million. There was no separate liability recorded related to this guarantee.

1915

7. INCOME TAXES

The Company elected to be taxed as a REIT under sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with the filing of its 2015 tax return for its tax year ended December 31, 2015. With the exception of the Company’s taxable REIT subsidiary (“TRS”), to the extent the Company meets certain requirements under the Code, the Company will not be taxed on its federal taxable income. 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~~(including any alternative minimum tax, which, for corporations, was repealed under the Tax Cuts and Jobs Act (“TCJA”) for tax years beginning after December 31, 2017) and may not be able to qualify as a REIT for the four subsequent taxable years. In addition to its TRS, 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 inon the consolidated statements of income.

For U.S. federal income tax purposes, the ~~REIT~~Company and other minority members are partners in the Operating Partnership. As such, the partners are required to report their share of taxable income on their respective tax returns. However, during the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ certain non-real estate operating activities that could not be performed by the ~~REIT,~~Company, occurred through the Company’s ~~taxable REIT subsidiary (“TRS”), and the Company’s~~ TRS, which is subject to federal, state and local income taxes. These income taxes are included in ~~the~~ income tax expense inon the consolidated statements of income.

During the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, the ~~REIT~~Company was subject to Puerto Rico corporate 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~~Company is subject to a 10% branch ~~profit~~profits tax on the earnings and profits generated from its allocable share of ~~the Company’s~~ Puerto Rico operating activities and such tax is included in income tax expense in the consolidated statements of income. During the six months ended June 30, 2020 the Company also had activities occurring in special partnerships subject to a Puerto Rico 29% non-resident withholding tax on ~~the net income from operating activities allocated to the Operating Partnership.~~

During the three and six months ended June 30, 2020, the Company completed a refinancing and legal entity restructuring transaction at The Outlets at Montehiedra in San Juan, PR, which resulted in a deferred tax asset, net of $13.4 million and recognized an accompanying income tax benefit on the its consolidated statements of income. As a result, for the three and six months ended June 30, 2020 the Company recorded an income tax benefit of $13.7 million and $13.6 million, respectively, which is included in income tax benefit (expense) in the consolidated statements of income.

For the tax 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 an estimated state and local income tax expense of $4.5 million for the REIT during the year ended December 31, 2020. During the three months ended ~~June 30, 2021, the Company refined the estimated state~~March 31, 2022 and ~~local income tax accrued in 2020 and recognized an income tax benefit of $0.5 million.~~

~~For the three and six months ended June 30,~~ 2021, the Puerto Rico income tax expense was ~~$0.5~~$0.9 million and ~~$0.7 million, respectively, and the REIT’s state and local income tax benefit was $0.5 million and $0.5~~$0.2 million, respectively. All amounts for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ are included in income tax expense on the consolidated statements of income.

8. LEASES

All rental revenue was generated from operating leases for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021, ~~and June 30, 2020,~~ respectively. The components of rental revenue for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ were as follows:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
(Amounts in thousands)	(Amounts in thousands)	2021		2020		2021		2020		(Amounts in thousands)	2022		2021
Rental Revenue	Rental Revenue									Rental Revenue
Fixed lease revenue	Fixed lease revenue	$	69,585	$	51,648	$	135,239	$	120,745	Fixed lease revenue	$	70,341	$	65,653
Variable lease revenue(1)	Variable lease revenue(1)	24,068		21,617		53,033		45,520		Variable lease revenue(1)	29,075		28,966
Total rental revenue	Total rental revenue	$	93,653	$	73,265	$	188,272	$	166,265	Total rental revenue	$	99,416	$	94,619

(1) Percentage rents for the three months ended March 31, 2022 and 2021 were $1.2 million and $0.5 million, respectively.

2016

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

There were 0no financial assets or liabilities measured at fair value on a recurring or non-recurring basis as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020.~~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 contractual~~based on current market prices and discounted cash flows ~~of these instruments using~~at the current ~~risk-adjusted rates available~~rate at which similar loans would be made to borrowers with similar credit ratings for the remaining term of such debt, which ~~are~~is provided by a third-party specialist. The fair value of cash and cash equivalents isare classified as Level 1 and the fair ~~values~~value of mortgages payable is classified as Level 2. The table below summarizes the carrying amounts and fair value of ~~these~~our Level 2 financial instruments as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021.

As of June 30, 2021 As of December 31, 2020
(Amounts in thousands) Carrying Amount Fair Value Carrying Amount Fair Value
Assets:
Cash and cash equivalents $ 321,200 $ 321,200 $ 384,572 $ 384,572
Liabilities:
Mortgages payable(1)
$ 1,586,446 $ 1,592,638 $ 1,597,397 $ 1,611,868
Other liabilities(2)
$ 4,714 $ 4,660 $ 0 $ 0


	As of March 31, 2022				As of December 31, 2021
(Amounts in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Mortgages payable(1)	$	1,690,737	$	1,621,095	$	1,695,408	$	1,692,674

(1) Carrying amounts exclude unamortized debt issuance costs of ~~$9.0~~$7.8 million and ~~$9.9~~$8.2 million as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively.

~~(2)~~ ~~Includes mortgage debt on properties held for sale as of June 30, 2021.~~

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, including those caused by global pandemics, such as COVID-19, which may result in property operational disruption and indicate that the carrying amount may not be recoverable.

~~NaN~~No impairment charges were recognized during the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 or ~~June 30, 2020.~~2021.

10. COMMITMENTS AND CONTINGENCIES

~~There~~

Legal Matters

From time to time, we are a party to various legal ~~actions against us in the~~proceedings, claims or regulatory inquiries and investigations arising out of, or incident to, our ordinary course of business. ~~After consultation~~While we are unable to predict with ~~legal counsel, we have concluded that~~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.

Redevelopment and Anchor Repositioning

~~As of June 30, 2021, we had approximately $134.1 million of~~The Company has 20 active development, redevelopment ~~and~~or anchor repositioning projects ~~under way,~~with total estimated costs of $207.1 million, of which ~~$89.7~~$136.4 million remains to be ~~funded. Further, while we~~funded as of March 31, 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 ~~reevaluated considering~~further evaluated based on market conditions.

Insurance

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

The Company’s primary and excess insurance policies providing coverage for pollution related losses have an aggregate limit of ~~$50~~$75 million and provide remediation and business interruption coverage for pollution incidents, which pursuant to our policies, expressly include the presence and dispersal of viruses. On December 23, 2020, the Company initiated litigation in New Jersey state court, Bergen County, under these policies to recover uncollected rents and other amounts resulting from the COVID-19 virus.

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

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

Environmental Matters

Each of our properties has been subjected to varying degrees of environmental assessment at various times. Based on these assessments, we have accrued costs of ~~$1.8~~$1.7 million on our consolidated balance sheets as of ~~both June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, for remediation costs for environmental contamination at certain properties. While this accrual reflects our best estimates of the potential costs of remediation at these properties, there can be no assurance that the actual costs will not exceed these amounts. Although we are not aware of any other material environmental contamination, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites, or changes in cleanup requirements would not result in significant costs to us.

~~Pandemic-Related Contingencies~~

On January 30, 2020, the spread of the COVID-19 outbreak was declared a Public Health Emergency of International Concern by the World Health Organization ("WHO"). On March 11, 2020, WHO characterized the COVID-19 outbreak as a pandemic. Since March, the continually evolving COVID-19 pandemic impacted our tenants and business operations. The Company has taken precautions to protect the safety, health and well-being of its employees and tenants.

Many of our tenants have faced adverse financial consequences from reduced business operations and social distancing requirements resulting from the COVID-19 pandemic. As of June 30, 2021, substantially all of our portfolio's gross leasable area was open for business and the Company collected approximately 96% of rental revenue for the second quarter of 2021. Since the pandemic was declared in 2020, the Company has granted rent concessions and other lease-related relief, such as rent deferrals, to certain impacted tenants. Rent relief, deferral or abatements and tenant defaults on lease obligations, such as repayment of deferred rent may have a negative impact on our rental revenue and net income. As of June 30, 2021, the Company has executed rent deferrals and abatements in connection with tenant rent relief from the pandemic.

The Company is not currently aware of any other loss contingencies related to the COVID-19 pandemic that would require recognition at this time, with the exception of tenant receivables that may not be collected.

Bankruptcies

Although our rental revenue is supported by long-term leases, leases may be rejected in a bankruptcy proceeding and the related tenant stores may permanently vacate prior to lease expiration. In the event a tenant with a significant number of leases or square footage in our shopping centers files for bankruptcy and rejects its leases with us, we could experience a reduction in our revenues. We monitor the operating performance and rent collections of all tenants in our shopping centers, especially those tenants in arrears or operating retail formats that are experiencing significant changes in competition, business practice, or store closings in other locations. ~~Given the economic environment brought upon by COVID-19, certain tenants experienced liquidity~~As of March 31, 2022, there are no tenant bankruptcies that we believe will have a material adverse effect on our results of operations or consolidated financial hardships and filed for Chapter 11 bankruptcy protection since the pandemic was declared. Although some of these tenants intend to exit the Chapter 11 bankruptcy process and resume operations, the outcomes of such proceedings are unknown and the Company is currently exploring leasing alternatives for these spaces.position.

2218

11. PREPAID EXPENSES AND OTHER ASSETS

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


		Balance at					Balance at
(Amounts in thousands)	(Amounts in thousands)	June 30, 2021		December 31, 2020		(Amounts in thousands)	March 31, 2022		December 31, 2021
Deferred tax asset, net						Deferred tax asset, net	$	36,525	$	37,420
Other assets	Other assets	$	9,028	$	5,953	Other assets	17,669		19,712
Deferred tax asset, net		39,035		39,677
Deferred financing costs, net of accumulated amortization of $5,375 and $4,819, respectively		2,790		3,347
Finance lease right-of-use asset	Finance lease right-of-use asset	2,724		2,724		Finance lease right-of-use asset	2,724		2,724
Real estate held for sale		5,483		7,056
Deferred financing costs, net of accumulated amortization of $6,210 and $5,932, respectively						Deferred financing costs, net of accumulated amortization of $6,210 and $5,932, respectively	1,956		2,234

Prepaid expenses:	Prepaid expenses:					Prepaid expenses:
Real estate taxes	Real estate taxes	6,669		8,093		Real estate taxes	5,454		9,982
Insurance	Insurance	5,533		1,583		Insurance	5,127		1,088
Licenses/fees	Licenses/fees	1,922		1,878		Licenses/fees	1,165		951
Total Prepaid expenses and other assets	Total Prepaid expenses and other assets	$	73,184	$	70,311	Total Prepaid expenses and other assets	$	70,620	$	74,111

12. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES

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

Balance at
(Amounts in thousands) June 30, 2021 December 31, 2020
Dividend payable $ 0 $ 55,905
Deferred tenant revenue 24,480 26,594
Accrued interest payable 9,395 11,095
Accrued capital expenditures and leasing costs 11,628 7,797
Security deposits 6,719 5,884
Finance lease liability 2,999 2,993
Accrued payroll expenses 4,365 5,797
Other liabilities and accrued expenses 10,693 16,915
Liabilities held for sale 4,714 0
Total accounts payable, accrued expenses and other liabilities $ 74,993 $ 132,980


	Balance at
(Amounts in thousands)	March 31, 2022		December 31, 2021
Deferred tenant revenue	$	24,658	$	28,898
Accrued capital expenditures and leasing costs	19,960		19,164
Accrued interest payable	10,151		9,879
Other liabilities and accrued expenses	7,668		8,057
Security deposits	6,905		6,693
Accrued payroll expenses	3,613		9,134
Finance lease liability	3,007		3,004
Total accounts payable, accrued expenses and other liabilities	$	75,962	$	84,829

13. INTEREST AND DEBT EXPENSE

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


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
(Amounts in thousands)	(Amounts in thousands)	2021		2020		2021		2020		(Amounts in thousands)	2022		2021
Interest expense	Interest expense	$	13,983	$	17,869	$	28,053	$	34,338	Interest expense	$	13,259	$	14,070
Amortization of deferred financing costs	Amortization of deferred financing costs	745		704		1,502		1,410		Amortization of deferred financing costs	745		757
Total Interest and debt expense	Total Interest and debt expense	$	14,728	$	18,573	$	29,555	$	35,748	Total Interest and debt expense	$	14,004	$	14,827

2319

14. EQUITY AND NONCONTROLLING INTEREST

At-The-Market Program

On May 5, 2021 the Company established an at-the-market equity program (the “ATM Program”), pursuant to which the Company may offer and sell common shares, par value $0.01 per share, with an aggregate gross sales price of up to $250 million. 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.

As of ~~June 30, 2021,~~March 31, 2022, the Company has not issued any common shares under the ATM Program. Future sales will depend on a variety of factors including, but not limited to, market conditions, the trading price of our common shares, and our capital needs. The Company has no obligation to sell any shares under the ATM Program.

Share Repurchase Program

~~In March 2020, the Company’s Board of Trustees authorized~~The Company has a share repurchase program for up to $200 million, ~~of the Company’s common shares. Under the program,~~under which, the Company may repurchase its shares from time to time in the open market or in privately negotiated transactions in compliance with Securities and Exchange Commission Rule 10b-18. The amount and timing of the purchases will depend on a number of factors including the price and availability of the Company’s shares, trading volume and general market conditions. The share repurchase program does not obligate the Company to acquire any particular amount of common shares and may be suspended or discontinued at any time at the Company’s discretion.

During the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021, 0no shares were repurchased by the Company. ~~During~~As of March 31, 2022, the ~~six months ended June 30, 2020, the~~ Company has repurchased 5.9 million common shares at a weighted average share price of $9.22, ~~under this program,~~ 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.

Units of the Operating Partnership

The Operating Partnership’s capital includes general and common limited partnership interests in the operating partnership. As of March 31, 2022, Urban Edge owned approximately 95.9% of the outstanding common OP Units with the remaining limited OP Units held by members of management, Urban Edge’s Board of Trustees and contributors of property interests acquired. Urban Edge serves as the sole general partner of the Operating Partnership. The third-party unitholders have limited rights over the Operating Partnership such that they do not have characteristics of a controlling financial interest. As such, the Operating Partnership is considered a VIE, and the Company is the primary beneficiary which consolidates it. The Company’s only investment is the Operating Partnership. The VIE’s assets can be used for purposes other than the settlement of the VIE’s obligations and the Company’s partnership interest is considered a majority voting interest.

Dividends and Distributions

During the three months ended ~~June 30,~~March 31, 2022 and 2021, the Company declared distributions on common shares and OP ~~units~~Units of $0.16 and $0.15 per share/unit. During the three months ended June 30, 2020, the Company temporarily suspended dividends as a result of the COVID-19 pandemic and resulting uncertainty, and as such, no dividends were declared on our common shares or OP units. During the six months ended June 30, 2021 and 2020, respectively, the Company declared distributions on our common shares and OP units of $0.30 and $0.22 per share/unit, ~~in the aggregate.~~respectively.

Noncontrolling Interests in Operating Partnership

Noncontrolling interests in the Operating Partnership reflected on the consolidated balance sheets of the Company are comprised of OP ~~units~~Units and limited partnership interests in the Operating Partnership in the form of LTIP ~~unit~~Unit awards. LTIP ~~unit~~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~~Units were issued to contributors in exchange for their property interests in connection with the Company’s property acquisitions in 2017.

The total of the OP ~~units~~Units and LTIP ~~units~~Units represent a ~~4.5% and 4.3%~~4% weighted-average interest in the Operating Partnership for the three ~~and six~~ months ended ~~June 30, 2021, respectively.~~March 31, 2022. Holders of outstanding vested LTIP ~~units~~Units may, from and after two years from the date of issuance, redeem their LTIP ~~units~~Units for cash, or for the Company’s common shares on a 1-for-one basis, solely at our election. Holders of outstanding OP ~~units~~Units may redeem their units for cash or the Company’s common shares on a 1-for-one basis, solely at our election.

Noncontrolling Interests in Consolidated Subsidiaries

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

2420

15. SHARE-BASED COMPENSATION

Share-Based Compensation Expense

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


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
(Amounts in thousands)	(Amounts in thousands)	2021		2020		2021		2020		(Amounts in thousands)	2022		2021
Share-based compensation expense components:	Share-based compensation expense components:									Share-based compensation expense components:
Time-based LTIP expense(1)										Time-based LTIP expense(1)	$	1,232	$	1,130
Performance-based LTIP expense(2)										Performance-based LTIP expense(2)	1,045		956
Stock option expense										Stock option expense	235		413
Restricted share expense	Restricted share expense	$	89	$	194	$	267	$	454	Restricted share expense	60		178
Stock option expense		384		3,259		797		4,127
LTIP expense(1)		1,203		4,117		2,333		5,300
Performance-based LTI expense(2)		957		1,027		1,913		1,942
Deferred share unit (“DSU”) expense	Deferred share unit (“DSU”) expense	93		14		99		36		Deferred share unit (“DSU”) expense	25		6
Total Share-based compensation expense	Total Share-based compensation expense	$	2,726	$	8,611	$	5,409	$	11,859	Total Share-based compensation expense	$	2,597	$	2,683

(1) ~~LTIP expense~~Expense for the three months ended March 31, 2022 includes the ~~time-based portion of the 2018, 2019,~~2022, 2021, 2020 and ~~2021~~2019 LTI Plans.

(2) ~~Performance-based LTI expense~~Expense for the three months ended March 31, 2022 includes the 2017 OPP plan and the ~~performance-based portion of the~~2022, 2021, 2020, 2019, and 2018 ~~2019, 2020 and 2021~~ LTI Plans.

Equity award activity during the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 included: (i) ~~313,371~~266,766 LTIP ~~units~~Units granted, (ii) ~~100,456~~241,501 LTIP ~~units~~Units vested, (iii) ~~2,886 LTIP units terminated,~~75,512 stock options vested, (iv) ~~34,532~~44,214 restricted shares granted, (v) 17,375 restricted shares vested, ~~(v) 17,933~~(vi) 8,461 restricted shares ~~granted,~~forfeited, and ~~(vi) 5,303 restricted shares~~(vii) 4,381 LTIP Units forfeited.

~~2021~~2022 Long-Term Incentive Plan

On February ~~10, 2021,~~11, 2022, the grant date, the Compensation Committee of the Board of Trustees ~~of the Company~~ approved the ~~Company’s 2021~~2022 Long-Term Incentive Plan (“~~2021~~2022 LTI Plan”). The ~~Plan~~plan is a multi-year, equity compensation program under which participants, including our Chairman and Chief Executive Officer, ~~have the opportunity to earn~~receive awards in the form of LTIP ~~units~~Units that, with respect to one half of the program, vest based solely on the passage of time, ~~(one-half~~and with respect to the other half of the ~~program)~~program, are earned and ~~performance goals tied to our~~vest if certain relative and absolute total shareholder return (“TSR”) ~~during~~and/or funds from operations (“FFO”) growth targets are achieved by the Company over a three-year performance ~~period following their grant (one-half of the program).~~period. The Company granted awards that represent 616,204 LTIP Units with a total grant date fair value under the ~~2021~~2022 LTI Plan ~~was $7.8~~of $8.6 million comprising both performance-based and time-based awards as described further below:

Performance-based awards

~~For the performance-based awards under the 2021~~The 2022 LTI Plan ~~participants,~~has 3 separate performance-based award components that are measured independently. 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 ~~“Performance~~“TSR Performance Period”) beginning on February ~~10, 2021~~11, 2022 and ending on February 9,10, 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 2021 LTI Plan that represent 398,977 LTIP Units. The~~In terms of grant date fair value, each component represents one-third of the performance-based ~~award portion~~awards, or 16.7% of the ~~2021~~overall 2022 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.~~Plan.

Under the ~~Absolute~~absolute TSR component, ~~40%~~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 ~~165%~~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%. If the Company’s absolute TSR is between such thresholds, earnings will be determined using linear interpolation. A maximum of 136,131 LTIP Units were granted under this component with a grant date fair value of approximately $1.4 million, determined using a Monte Carlo simulation to estimate the fair value through a risk-neutral premise.

The ~~Relative~~relative TSR component is based on the Company’s performance compared to a peer group comprised of 1614 companies. Under the ~~Relative~~relative TSR Component, ~~40%~~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 ~~165%~~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~~75th percentile of the peer ~~group, with earning~~group. If the Company’s relative TSR is between such thresholds, earnings will be determined using linear ~~interpolation~~interpolation. A maximum of 132,239 LTIP

Units were granted under this component with a grant date fair value of approximately $1.4 million, determined using a Monte Carlo simulation to estimate the fair value through a risk-neutral premise.

Under the FFO growth component, 50% of the LTIP Units will be earned if inthe 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 FFO growth is between such ~~relative~~thresholds, earnings will be determined using linear interpolation. 81,068 LTIP Units were granted, at target, under this component with a grant date fair value of approximately $1.4 million.

In the event of a change in control of the Company, the performance period will end on the date of any such event. As soon as practicable following the applicable performance period, the Compensation Committee will determine the number of units earned under each performance-based component, with 50% of the units earned vesting on such determination date, 25% vesting on the fourth anniversary of the grant date and ~~absolute TSR thresholds.~~25% vesting on the fifth anniversary of the grant date.

Time-based awards

The time-based awards granted under the ~~2021~~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 ~~ratably~~ratable over four years. As of ~~June 30, 2021,~~March 31, 2022, the Company granted time-based awards under the ~~2021~~2022 LTI Plan that represent ~~273,615~~266,766 LTIP ~~units~~Units with a grant date fair value of ~~$3.9~~$4.3 million.

16. EARNINGS PER SHARE AND UNIT

Urban Edge Earnings per Share

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

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


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
(Amounts in thousands, except per share amounts)	(Amounts in thousands, except per share amounts)	2021		2020		2021		2020		(Amounts in thousands, except per share amounts)	2022		2021
Numerator:	Numerator:									Numerator:
Net income attributable to common shareholders	Net income attributable to common shareholders	$	12,547	$	31,255	$	32,467	$	80,235	Net income attributable to common shareholders	$	9,486	$	19,920
Less: Earnings allocated to unvested participating securities	Less: Earnings allocated to unvested participating securities	(6)		(19)		(17)		(54)		Less: Earnings allocated to unvested participating securities	(5)		(12)
Net income available for common shareholders - basic	Net income available for common shareholders - basic	$	12,541	$	31,236	$	32,450	$	80,181	Net income available for common shareholders - basic	$	9,481	$	19,908
Impact of assumed conversions:	Impact of assumed conversions:									Impact of assumed conversions:
OP and LTIP units		0		0		1,460		525
OP and LTIP Units										OP and LTIP Units	—		—
Net income available for common shareholders - dilutive	Net income available for common shareholders - dilutive	$	12,541	$	31,236	$	33,910	$	80,706	Net income available for common shareholders - dilutive	$	9,481	$	19,908

Denominator:	Denominator:									Denominator:
Weighted average common shares outstanding - basic	Weighted average common shares outstanding - basic	116,981		116,522		116,969		118,744		Weighted average common shares outstanding - basic	117,330		116,956
Effect of dilutive securities(1):	Effect of dilutive securities(1):									Effect of dilutive securities(1):

Restricted share awards	Restricted share awards	53		73		60		79		Restricted share awards	63		68
Assumed conversion of OP and LTIP units		0		0		5,298		784
Assumed conversion of OP and LTIP Units										Assumed conversion of OP and LTIP Units	—		—
Weighted average common shares outstanding - diluted	Weighted average common shares outstanding - diluted	117,034		116,595		122,327		119,607		Weighted average common shares outstanding - diluted	117,393		117,024

Earnings per share available to common shareholders:	Earnings per share available to common shareholders:									Earnings per share available to common shareholders:
Earnings per common share - Basic	Earnings per common share - Basic	$	0.11	$	0.27	$	0.28	$	0.68	Earnings per common share - Basic	$	0.08	$	0.17
Earnings per common share - Diluted	Earnings per common share - Diluted	$	0.11	$	0.27	$	0.28	$	0.67	Earnings per common share - Diluted	$	0.08	$	0.17

(1) For the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ the effect of the redemption of OP and LTIP ~~units~~Units for Urban Edge common shares would have an anti-dilutive effect on the calculation of diluted EPS. Accordingly, the impact of such redemption has not been included in the determination of diluted EPS for these periods.

2622

Operating Partnership Earnings per Unit

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


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
(Amounts in thousands, except per unit amounts)	(Amounts in thousands, except per unit amounts)	2021		2020		2021		2020		(Amounts in thousands, except per unit amounts)	2022		2021
Numerator:	Numerator:									Numerator:
Net income attributable to unitholders	Net income attributable to unitholders	$	13,131	$	32,545	$	33,926	$	83,833	Net income attributable to unitholders	$	9,873	$	20,795
Less: net income attributable to participating securities	Less: net income attributable to participating securities	(6)		(19)		(17)		(54)		Less: net income attributable to participating securities	(5)		(12)
Net income available for unitholders	Net income available for unitholders	$	13,125	$	32,526	$	33,909	$	83,779	Net income available for unitholders	$	9,868	$	20,783

Denominator:	Denominator:									Denominator:
Weighted average units outstanding - basic	Weighted average units outstanding - basic	120,849		120,535		120,806		123,190		Weighted average units outstanding - basic	121,188		120,763
Effect of dilutive securities issued by Urban Edge	Effect of dilutive securities issued by Urban Edge	53		72		60		79		Effect of dilutive securities issued by Urban Edge	63		68
Unvested LTIP units		1,583		800		1,461		813
Unvested LTIP Units										Unvested LTIP Units	936		1,335
Weighted average units outstanding - diluted	Weighted average units outstanding - diluted	122,485		121,407		122,327		124,082		Weighted average units outstanding - diluted	122,187		122,166

Earnings per unit available to unitholders:	Earnings per unit available to unitholders:									Earnings per unit available to unitholders:
Earnings per unit - Basic	Earnings per unit - Basic	$	0.11	$	0.27	$	0.28	$	0.68	Earnings per unit - Basic	$	0.08	$	0.17
Earnings per unit - Diluted	Earnings per unit - Diluted	$	0.11	$	0.27	$	0.28	$	0.68	Earnings per unit - Diluted	$	0.08	$	0.17

2723

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

Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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~~identify many of these statements by ~~looking for~~ words such as “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “would,” “may” or other similar expressions in this Quarterly Report on Form 10-Q. Many of the factors that will determine the outcome of forward-looking statements are beyond our ability to control or predict and include, among others: (i) the economic, political and social impact of, and uncertainty relating to, the COVID-19 pandemic, including (a) the effectiveness or lack of effectiveness of governmental relief in providing assistance to individuals adversely impacted by the COVID-19 pandemic, and to large and small businesses, particularlyits impact on our retail tenants ~~that have suffered significant declines in revenues as a result of mandatory business shut-downs, “shelter-in-place” or “stay-at-home” orders~~ and social distancing practices, (b) the duration of any such orders or other formal recommendations for social distancing, and the speed and extent to which revenues of our retail tenants recover following the lifting of any such orders or recommendations, (c) the potential impact of any such events on the obligations of the Company’s tenantstheir ability to make rent and other payments or honor ~~other~~their commitments under existing leases, (d) the rate and efficacy of COVID-19 vaccines; (e) the potential adverse impact on returns from redevelopment projects, and (f) the broader impact of the economic contraction and increase in unemployment that has occurred in the short term, and negative consequences that will occur if these trends are not reversed;leases; (ii) the loss or bankruptcy of major ~~tenants, particularly in light of the adverse impact to the financial health of many retailers that has occurred and continues to occur as a result of the COVID-19 pandemic;~~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, particularly, in light of the adverse impact to the financial health of many retailers that has occurred and continues to occur as a result of the COVID-19 pandemic and the significant uncertainty as to when and under which conditions potential tenants will be able to operate physical retail locations in the future;tenant; (iv) the impact of e-commerce on our tenants’ business; (v) macroeconomic conditions, such as a disruption of, or lack of access to the capital markets, as well as potential volatility in the Company’s share ~~price as compared to prices prior to the spread of the COVID-19 pandemic;~~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 ~~potential phasing out~~discontinuation of ~~LIBOR;~~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; ~~and~~ (xv) the loss of key ~~executives.~~executives; and (xvi) the accuracy of methodologies and estimates regarding our environmental, social and governance (“ESG”) metrics, goals and targets, tenant willingness and ability to collaborate towards reporting ESG metrics and meeting ESG goals and targets, and the impact of governmental regulation on our ESG efforts. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see “Risk Factors” in Part I, Item 1A, of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 and the other documents filed by the Company with the SEC, including the information contained in this Quarterly Report on Form 10-Q.

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

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

Overview

Urban Edge Properties (“UE”, “Urban Edge” or the “Company”) (NYSE: UE) is a Maryland real estate investment trust that 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 the Company’s real estate properties and other assets. Unless

the context otherwise requires, references to “we”, “us” and “our” refer to Urban Edge Properties and UELP and their consolidated entities/subsidiaries.

As of ~~June 30, 2021,~~March 31, 2022, our portfolio consisted of 7068 shopping centers, five malls and two industrial parks totaling approximately ~~16.2~~17.2 million square feet.

Critical Accounting ~~Policies and~~ Estimates

The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020~~2021 contains a description of our critical ~~accounting policies,~~accounting estimates, including ~~accounting for real estate, leases~~collectibility, valuing acquired assets and ~~revenue recognition.~~liabilities and impairments. For the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, there were no material changes to these policies.

Recent Accounting Pronouncements

Refer to Note 3 to the unaudited consolidated financial statements in Part I, Item I1 of this Quarterly Report on Form 10-Q for information regarding recent accounting pronouncements that may affect us.

Results of Operations

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

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

Our consolidated results of operations often are not comparable from period to period due to the impact of property acquisitions, dispositions, developments, redevelopments and changes in accounting policies. The results of operations of any acquired properties are included in our financial statements as of the date of acquisition. Our results of operations are affected by national, regional and local economic conditions, as well as macroeconomic conditions, which are at times subject to volatility and uncertainty. The current ~~COVID-19 pandemic~~global climate has increased volatility ~~and uncertainty~~in the market and has ~~created significant economic disruption~~caused a surge in ~~many markets. Vaccinations~~already increasing inflation and interest rates. 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. Additionally, the ~~COVID-19 virus have begun~~majority of our non-recourse debt includes fixed rate terms, which help to ~~be widely distributed among~~alleviate the ~~general U.S. population, which has loosened restrictions previously mandated~~impact of rising interest rates on our tenants identified as nonessential; however the potential emergence of vaccine-resistant variants of COVID-19 may trigger restrictions to be put back in place. Such restrictions may include mandatory business shut-downs, reduced business operations and social distancing requirements. The long-term consequences of the various restrictions taken during the pandemic on consumer behavior is currently unknown. Specifically, the revenue and sales volume for certain tenants identified as nonessential may decline significantly as demand for their services and products declines potentially longer term. Weoperations. While we have not experienced any material negative impacts at this time, we are actively managing our business to respond to the ongoing economic and social impact ~~and uncertainty relating to the COVID-19 pandemic; however, our future near term and potentially longer term results of operations may be significantly adversely affected.~~from such events. See ~~“Pandemic-Related Contingencies” under Liquidity and Capital Resources and~~ “Risk Factors” in Part I, Item 1A, of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

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


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
(Amounts in thousands)	(Amounts in thousands)	2021		2020		2021		2020		(Amounts in thousands)	2022		2021
Net income	Net income	$	12,981	$	32,545	$	33,697	$	83,833	Net income	$	9,534	$	20,716
FFO applicable to diluted common shareholders(1)	FFO applicable to diluted common shareholders(1)	35,403		55,656		67,162		90,450		FFO applicable to diluted common shareholders(1)	34,171		31,759
NOI~~(2)~~(1)	NOI~~(2)~~(1)	57,236		47,332		110,815		105,001		NOI~~(2)~~(1)	57,062		53,579
Same-property NOI~~(2)~~(1)	Same-property NOI~~(2)~~(1)	56,422		45,204		106,196		97,889		Same-property NOI~~(2)~~(1)	50,946		48,292

(1) Refer to ~~page 35~~pages 28-29 for a reconciliation to the nearest generally accepted accounting principles (“GAAP”) measure.

~~(2)~~ ~~Refer to page 34 for a reconciliation to the nearest GAAP measure.~~

~~Development/Redevelopment Activity~~

The Company has thirteen active development, redevelopment or anchor repositioning projects with total estimated costs of $134.1 million, of which $44.4 million (or 33%) have been incurred and $89.7 million remains to be funded as of June 30, 2021. We plan on generating additional income from our existing assets by redeveloping underutilized existing space, developing new space and pad sites, repositioning anchors, and incorporating non-retail uses such as industrial, self-storage, office and other uses. We continue to monitor the stabilization dates of these projects as a result of the impact of the COVID-19 pandemic on our tenants and vendors. 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 reevaluated considering market conditions.

~~Acquisition/Disposition Activity~~

During the six months ended June 30, 2021, we disposed of one property and one property parcel and received proceeds of $23.6 million, net of selling costs, resulting in $11.7 million net gain on sale of real estate.

~~No properties were acquired during the six months ended June 30, 2021. However, we continue to monitor the market for potential acquisitions that meet our investment criteria.~~

~~Real Estate Held for Sale~~

As of June 30, 2021, one property in Westfield, NJ was classified as held for sale based on an executed contract of sale with a third-party buyer. The aggregate carrying amount of this property was $5.5 million and is included in prepaid expenses and other assets in our consolidated balance sheets as of June 30, 2021. The mortgage debt at the property was reclassified from mortgages payable, net to the accounts payable, accrued expenses and other liabilities line item on our consolidated balance sheets as of June 30, 2021. The property was sold in July 2021.

~~Acquisitions Under Contract~~

As of June 30, 2021, we are under contract to acquire two industrial properties totaling 275,000 sf for $55.5 million, that are located near our existing 943,000 sf warehouse park in East Hanover, NJ.

~~Equity Activity~~

Equity award activity during the six months ended June 30, 2021 included: (i) 313,371 LTIP units granted, (ii) 100,456 LTIP units vested, (iii) 2,886 LTIP units terminated, (iv) 34,532 restricted shares vested, (v) 17,933 restricted shares granted, and (vi) 5,303 restricted shares forfeited. Refer to Note 15 to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q for more information regarding the Company’s equity award activity.

On February 10, 2021, the Compensation Committee of the Board of Trustees of the Company approved the Company’s 2021 Long-Term Incentive Plan (“2021 LTI 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 total shareholder return (“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. During the six months ended June 30, 2021, the Company issued 398,977 performance-based LTIP units and 273,615 time-based LTIP units, respectively, in connection with the 2021 LTI Plan.

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Comparison of the Three Months Ended ~~June 30,~~March 31, 2022 to the Three Months Ended March 31, 2021 ~~to June 30, 2020~~

Net income for the three months ended ~~June 30, 2021~~March 31, 2022 was ~~$13.0~~$9.5 million, compared to net income of ~~$32.5~~$20.7 million for the three months ended ~~June 30, 2020.~~March 31, 2021. The following table summarizes certain line items from our consolidated statements of income that we believe are important in understanding our operations and/or those items ~~which~~that significantly changed in the three months ended ~~June 30, 2021~~March 31, 2022 as compared to the same period ~~of 2020:~~in 2021:


		Three Months Ended June 30,							Three Months Ended March 31,
(Amounts in thousands)	(Amounts in thousands)	2021		2020		$ Change		(Amounts in thousands)	2022		2021		$ Change
Total revenue	Total revenue	$	94,006	$	73,619	$	20,387	Total revenue	$	100,201	$	95,661	$	4,540

Depreciation and amortization								Depreciation and amortization	24,527		22,875		1,652
Real estate taxes								Real estate taxes	15,975		16,601		(626)
Property operating expenses	Property operating expenses	15,891		11,894		3,997		Property operating expenses	21,205		20,291		914
General and administrative expenses	General and administrative expenses	9,484		18,053		(8,569)		General and administrative expenses	11,121		8,668		2,453

Gain on sale of real estate								Gain on sale of real estate	—		11,722		(11,722)
Interest and debt expense								Interest and debt expense	14,004		14,827		(823)

Interest and debt expense		14,728		18,573		(3,845)
Gain on extinguishment of debt		—		34,908		(34,908)
Income tax benefit		(34)		(13,662)		13,628

Total revenue increased by ~~$20.4~~$4.5 million to ~~$94.0~~$100.2 million in the ~~second~~first quarter of ~~2021~~2022 from ~~$73.6~~$95.7 million in the ~~second~~first quarter of ~~2020.~~2021. The increase is primarily attributable to:

•$~~14.7~~3.6 million increase as a result of property acquisitions net of dispositions;

•$2.0 million decrease in rental revenue deemed uncollectible;

•$~~5.8~~0.8 million increase in non-cash ~~revenue~~revenues driven by write-offs of receivables arising from ~~write-offs, net of reinstatement, of~~the straight-lining of ~~rent in connection with~~rents for tenants put on a cash ~~basis;~~basis during the first quarter of 2021; and

•$0.7 million increase in percentage rent due to higher tenant sales; offset by

•$1.9 million decrease in property rentals and tenant reimbursement income due to lease terminations and modifications, partially offset by rent commencements and contractual rent increases; and

•$0.7 million decrease in lease termination income and management and development fee income.

Depreciation and amortization increased by $1.7 million to $24.5 million in the first quarter of 2022 from $22.9 million in the first quarter of 2021. The increase is primarily attributable to:

•$2.7 million increase as a result of property acquisitions net of dispositions; offset by

•$1.0 million decrease due to write-offs of fully depreciated assets from normal depreciation and amortization and lease terminations.

Real estate taxes decreased by $0.6 million to $16.0 million in the first quarter of 2022 from $16.6 million in the first quarter of 2021. The decrease is primarily attributable to:

•$1.0 million increase in capitalized real estate taxes due to an increase in active development, redevelopment and anchor repositioning projects; and

•$0.2 million decrease due to successful tax appeals and lowered assessments; offset by

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

Property operating expenses increased by $0.9 million to $21.2 million in the first quarter of 2022 from $20.3 million in the first quarter of 2021. The increase is primarily attributable to:

•$0.6 million increase as a result of property acquisitions net of dispositions; and

•$~~0.2~~0.3 million ~~increase in tenant reimbursement income due to~~ higher common area maintenance ~~expenses; offset by~~

•~~$1.5 million net decrease in property rentals due to lease modifications in conjunction with COVID agreements, tenant closures and natural lease expirations; and~~

•~~$0.5 million decrease in lease termination income.~~

~~Property operating~~ expenses ~~increased by $4.0 million to $15.9 million in~~across the ~~second quarter of 2021 from $11.9 million in the second quarter of 2020. The increase is primarily attributable to:~~

•$2.2 million increase in common area maintenance expenses primarily related to security, repairs, landscaping and temporary tenant closures in conjunction with COVID-19 during the second quarter of 2020; and

•~~$1.8 million increase~~portfolio as a result of ~~property acquisitions net~~spend reductions due to COVID-19 interruptions in the first quarter of ~~dispositions.~~2021.

General and administrative expenses ~~decreased~~increased by ~~$8.6~~$2.5 million to ~~$9.5~~$11.1 million in the ~~second~~first quarter of 2022 from $8.7 million in the first quarter of 2021. This is primarily attributable to an increase in salary, bonus, employee fringe benefits, professional fees, transaction costs and other expenses.

A gain on the sale of real estate of $11.7 million was recognized in the first quarter of 2021 ~~from $18.1~~in connection with the disposition of one of our properties in East Hanover, NJ and a property parcel in Lodi, NJ. There were no property dispositions completed in the first quarter of 2022.

Interest and debt expense decreased by $0.8 million to $14.0 million in the ~~second~~first quarter of ~~2020.~~2022 from $14.8 million in the first quarter of 2021. The decrease is primarily attributable to:

•$~~7.2 million of executive transition costs incurred in the second quarter of 2020 including $5.6 million of accelerated amortizations of unvested equity awards; and~~

•~~$1.4 million decrease in transaction, severance and other expenses primarily related to the debt restructuring of the Montehiedra mortgage loan.~~

~~Interest and debt expense decreased by $3.8 million to $14.7 million in the second quarter of 2021 from $18.6 million in the second quarter of 2020. The decrease is primarily attributable to:~~

•~~$2.4 million decrease as a result of the troubled debt restructuring of the mortgage secured by Las Catalinas Mall in Puerto Rico in December 2020;~~

•~~$0.9 million of interest incurred in the second quarter of 2020 resulting from the $250 million draw on our revolving credit agreement in March 2020. All borrowings were repaid in November 2020;~~

•~~$0.3 million decrease on variable-rate debt due to lower interest rates; and~~

•~~$0.2 million higher capitalized interest in connection with redevelopment projects.~~

A gain on extinguishment of debt of $34.9 million in the second quarter of 2020 was recognized as a result of the refinancing of the mortgage secured by The Outlets at Montehiedra, consisting of the forgiveness of the $30 million junior loan plus accrued interest of $5.4 million, offset by the write-off of $0.4 million of unamortized deferred financing fees and $0.1 million of transaction costs.

Income tax benefit decreased by $13.6 million due to the income tax benefit recognized in the second quarter of 2020 attributable to the tax impact of the mortgage refinancing and legal entity restructuring transactions related to our mall in Puerto Rico, The Outlets at Montehiedra.

~~Comparison of the Six Months Ended June 30, 2021 to June 30, 2020~~

Net income for the six months ended June 30, 2021 was $33.7 million, compared to net income of $83.8 million for the six months ended June 30, 2020. The following table summarizes certain line items from our consolidated statements of income that we believe are important in understanding our operations and/or those items which significantly changed in the six months ended June 30, 2021 as compared to the same period of 2020:

Six Months Ended June 30,
(Amounts in thousands) 2021 2020 $ Change
Total revenue $ 189,667 $ 166,979 $ 22,688
Property operating expenses 36,182 26,431 9,751
General and administrative expenses 18,152 27,900 (9,748)
Interest income 226 2,105 (1,879)
Gain on sale of real estate 11,722 39,775 (28,053)
Interest and debt expense (29,555) (35,748) 6,193
Gain on extinguishment of debt — 34,908 (34,908)
Income tax (benefit)/expense (201) 13,562 (13,763)

~~Total revenue increased by $22.7 million to $189.7 million in the six months ended June 30, 2021 from $167.0 million in the six months ended June 30, 2020. The increase is primarily attributable to:~~

•~~$14.2 million decrease in rental revenue deemed uncollectible;~~

•~~$4.5 million increase as a result of property acquisitions net of dispositions;~~

•~~$4.3~~1.8 million increase in ~~non-cash revenue arising from write-offs of straight-lining of rent in connection with tenants put on a cash basis during the six months ended June 30, 2020;~~

•~~$2.3 million~~capitalized interest expense due to an increase in ~~tenant reimbursement income due to higher common area maintenance expenses;~~active development, redevelopment and

•~~$0.6 million net increase in lease termination income and other income, partially~~ anchor repositioning projects; offset by

•$~~3.2 million net decrease in property rentals due to lease terminations and modifications, offset by rent commencements and contractual rent increases.~~

Property operating expenses increased by $9.8 million to $36.2 million in the six months ended June 30, 2021 from $26.4 million in the six months ended June 30, 2020. The increase is primarily attributable to:

•~~$6.4~~1.0 million increase in ~~common area maintenance expenses primarily related to higher snow removal and lower costs incurred during temporary tenant closures~~interest expense in connection with ~~COVID-19 during 2020; and~~

•~~$3.4 million increase as a result of property acquisitions net of dispositions.~~

General and administrative expenses decreased by $9.7 million to $18.2 million in the six months ended June 30, 2021 from $27.9 million in the six months ended June 30, 2020. The decrease is primarily attributable to:

•~~$7.2 million of executive transition costs incurred in the second quarter of 2020 including $5.6 million of accelerated amortizations of unvested equity awards; and~~

•~~$2.5 million net decrease in transaction, severance and other expenses.~~

Interest income decreased by $1.9 million to $0.2 million in the six months ended June 30, 2021 from $2.1 million in the six months ended June 30, 2020. The decrease is primarily attributed to lower interest rates.

We recognized a gain on sale of real estate of $11.7 million in the six months ended June 30, 2021 due to the sale of one property in East Hanover, NJ and a portion of a property in Lodi, NJ. We recognized a gain on sale of real estate of $39.8 million in the six months ended June 30, 2020 due to the sale of three operating properties.

Interest and debt expense decreased by $6.2 million to $29.6 million in the six months ended June 30, 2021 from $35.7 million in the six months ended June 30, 2020. The decrease is primarily attributable to:

•~~$3.8 million decrease as a result of the troubled debt restructuring of~~ the mortgage ~~secured by Las Catalinas Mall in Puerto Rico~~loan obtained for the acquisition of Woodmore Towne Centre in December ~~2020;~~2021.

•$1.0 million of interest incurred in the six months ended June 30, 2020 resulting from the $250 million draw on our revolving credit agreement in March 2020. All borrowings were repaid in November 2020;

•~~$0.7 million decrease due to the refinancing of the mortgage secured by The Outlets at Montehiedra; and~~

•~~$0.7 million decrease on variable-rate debt due to lower interest rates.~~

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Income tax decreased from a $13.6 million benefit for the six months ended June 30, 2020 to an expense of $0.2 million for the six months ended June 30, 2021, primarily attributable to the tax impact of the mortgage refinancing and legal entity restructuring transactions related to our mall in Puerto Rico, The Outlets at Montehiedra during the six months ended June 30, 2020.

Non-GAAP Financial Measures

We use NOI internally to make investment and capital allocation decisions and to compare the unlevered performance of our properties to our peers. Further, we believe NOI is useful to investors as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and disposition activity on an unleveraged basis, providing perspective not immediately apparent from net income. The most directly comparable GAAP financial measure to NOI is net income. NOI excludes certain components from net income in order to provide results that are more closely related to a property’s results of operations. We calculate NOI by adjusting net income to add back depreciation and amortization expense, general and administrative expenses, casualty and real estate impairment losses, interest and debt expense, income tax expense and non-cash lease expense, and deduct management and development fee income from non-owned properties, gains on sale of real estate, interest income, non-cash rental income resulting from the straight-lining of rents and amortization of acquired below market leases net of above market leases. NOI should not be considered a substitute for net income and may not be comparable to similarly titled measures employed by others. The Company has historically defined this metric as "Cash NOI." There have been no changes to the calculation of this metric. However, the Company has decided to refer to this metric as "NOI" instead of "Cash NOI" to further clarify that, consistent with the definition of this metric, the revenue and expenses reflected in this metric include some accrued amounts and are not limited to amounts for which the Company actually received or made cash payment during the applicable period.

We calculate same-property NOI using net income as defined by GAAP reflecting only those income and expense items that are reflected in NOI (as described above) and excluding properties that were under development, redevelopment or that involve anchor repositioning where a substantial portion of the gross leasable area is taken out of service, and also ~~excludes~~excluding properties acquired or sold during the periods being compared. We also exclude for the following items in calculating same-property NOI: lease termination fees, bankruptcy settlement income, and income and expenses that we do not believe are representative of ongoing operating results, if any. As such, same-property NOI assists in eliminating disparities in net income due to the development, redevelopment, acquisition or disposition of properties during the periods presented, and thus provides a more consistent performance measure for the comparison of the operating performance of the Company’s properties, which the Company believes to be useful to investors. Same-property NOI should not be considered a substitute for net income and may not be comparable to similarly titled measures employed by others. ~~The Company has historically defined this metric as "same-property Cash NOI." There have been no changes to the calculation of this metric.~~

Throughout this section, we have provided certain information on a “same-property” basis which includes the results of operations that were owned and operated for the entirety of the reporting periods being compared, ~~which total 72 and 70~~totaling 68 properties for the three months ended March 31, 2022 and ~~six~~ ~~months~~ ~~ended June 30, 2021 and 2020, respectively.~~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 or sold during the periods being compared. While there is judgment surrounding changes in designations, a property is removed from the same-property pool when a property is considered to be a redevelopment property because it is undergoing significant renovation or retenanting pursuant to a formal plan and is expected to have a significant impact on property operating income based on the retenanting that is occurring. A development or redevelopment property is moved back to the same-property pool once a substantial portion of the NOI growth expected from the development or redevelopment is reflected in both the current and comparable prior year period, generally one year after at least 80% of the expected NOI from the project is realized on a cash basis. Acquisitions are moved into the same-property pool once we have owned the property for the entirety of the comparable periods and the property is not under significant development or redevelopment.

Same-property NOI increased by ~~$11.2~~$2.7 million, or ~~24.8%~~5.5%, for the three months ended ~~June 30, 2021,~~March 31, 2022, compared to the three months ended ~~June 30, 2020 and increased by $8.3 million, or 8.5%, for the six months ended June 30, 2021 as compared to the six months ended June 30, 2020.~~

March 31, 2021.

The following table reconciles net income to NOI and same-property NOI for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 and ~~2020, respectively.~~2021.


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
(Amounts in thousands)	(Amounts in thousands)	2021		2020		2021		2020		(Amounts in thousands)	2022		2021
Net income	Net income	$	12,981	$	32,545	$	33,697	$	83,833	Net income	$	9,534	$	20,716
Management and development fee income from non-owned properties	Management and development fee income from non-owned properties	(266)		(285)		(631)		(599)		Management and development fee income from non-owned properties	(240)		(365)
Other expense	Other expense	427		201		181		456		Other expense	(199)		(246)
Depreciation and amortization	Depreciation and amortization	22,488		23,299		45,363		46,770		Depreciation and amortization	24,527		22,875
General and administrative expense	General and administrative expense	9,484		18,053		18,152		27,900		General and administrative expense	11,121		8,668
Gain on sale of real estate	Gain on sale of real estate	—		—		(11,722)		(39,775)		Gain on sale of real estate	—		(11,722)
Interest income	Interest income	(90)		(422)		(226)		(2,105)		Interest income	(205)		(136)
Interest and debt expense	Interest and debt expense	14,728		18,573		29,555		35,748		Interest and debt expense	14,004		14,827
Gain on extinguishment of debt		—		(34,908)		—		(34,908)
Income tax (benefit) expense		(34)		(13,662)		201		(13,562)

Income tax expense										Income tax expense	905		235

Non-cash revenue and expenses	Non-cash revenue and expenses	(2,482)		3,938		(3,755)		1,243		Non-cash revenue and expenses	(2,385)		(1,273)
NOI(1)		57,236		47,332		110,815		105,001
NOI										NOI	57,062		53,579
Adjustments:	Adjustments:									Adjustments:
Non-same property NOI(2)		(528)		(1,624)		(3,857)		(6,605)
Non-same property NOI(1)										Non-same property NOI(1)	(7,360)		(5,422)
Sunrise Mall net operating loss										Sunrise Mall net operating loss	1,354		610
Tenant bankruptcy settlement income and lease termination income	Tenant bankruptcy settlement income and lease termination income	(286)		(504)		(762)		(507)		Tenant bankruptcy settlement income and lease termination income	(110)		(475)
Same-property NOI	Same-property NOI	$	56,422	$	45,204	$	106,196	$	97,889	Same-property NOI	$	50,946	$	48,292
NOI related to properties being redeveloped	NOI related to properties being redeveloped	889		1,062		1,758		2,340		NOI related to properties being redeveloped	4,339		4,992
Same-property NOI including properties in redevelopment	Same-property NOI including properties in redevelopment	$	57,311	$	46,266	$	107,954	$	100,229	Same-property NOI including properties in redevelopment	$	55,285	$	53,284

(1)~~We have historically defined this metric as “Cash NOI.” There have been no changes to the calculation.~~

~~(2)~~ Non-same property NOI includes NOI related to properties being redeveloped and properties acquired or disposed in the period.

Funds From Operations

FFO was ~~$35.4~~$34.2 million for the three months ended ~~June 30, 2021~~March 31, 2022 compared to ~~$55.7~~$31.8 million for the three ~~June 30, 2020. FFO was $67.2 million for the six~~ months ended ~~June 30, 2021 compared to $90.5 million for the six months ended June 30, 2020.~~March 31, 2021.

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

The following table reflects the reconciliation of net income to FFO for the three months ended March 31, 2022 and 2021.


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
(Amounts in thousands)	(Amounts in thousands)	2021		2020		2021		2020		(Amounts in thousands)	2022		2021
Net income	Net income	$	12,981	$	32,545	$	33,697	$	83,833	Net income	$	9,534	$	20,716
Less net (income) loss 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	Operating partnership	(584)		(1,290)		(1,459)		(3,598)		Operating partnership	(387)		(875)
Consolidated subsidiaries	Consolidated subsidiaries	150		—		229		—		Consolidated subsidiaries	339		79
Net income attributable to common shareholders	Net income attributable to common shareholders	12,547		31,255		32,467		80,235		Net income attributable to common shareholders	9,486		19,920
Adjustments:	Adjustments:									Adjustments:
Rental property depreciation and amortization	Rental property depreciation and amortization	22,272		23,111		44,958		46,392		Rental property depreciation and amortization	24,298		22,686
Gain on sale of real estate	Gain on sale of real estate	—		—		(11,722)		(39,775)		Gain on sale of real estate	—		(11,722)
Limited partnership interests in operating partnership(1)	Limited partnership interests in operating partnership(1)	584		1,290		1,459		3,598		Limited partnership interests in operating partnership(1)	387		875

FFO applicable to diluted common shareholders	FFO applicable to diluted common shareholders	$	35,403	$	55,656	$	67,162	$	90,450	FFO applicable to diluted common shareholders	$	34,171	$	31,759

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

3529

Liquidity and Capital Resources

Due to the nature of our business, the cash generated from operations is primarily paid to our shareholders and unitholders of the Operating Partnership in the form of distributions. Our status as a REIT requires that we generally distribute at least 90% of our REIT’s ordinary taxable income each year. Our Board of Trustees declared a quarterly dividend of ~~$0.15~~$0.16 per common share and OP unit for ~~the~~ first quarter of ~~2021,~~2022, or an annual rate of ~~$0.60.~~$0.64. Historically, we have paid regular cash dividends; however, the timing, declaration, amount and payment of distributions to shareholders and unitholders of the Operating Partnership fall within the discretion of our Board of Trustees. Our Board of Trustees’ decisions regarding the payment of dividends ~~depends~~depend on many factors, such as maintaining our REIT status, our financial condition, earnings, capital requirements, debt service obligations, limitations under our financing arrangements, industry practice, legal requirements, regulatory constraints, ~~uncertainties related to the COVID-19 pandemic~~ and other factors.

Property rental income is our primary source of cash flow and is dependent on a number of factors, including our occupancy level and rental rates, as well as our tenants’ ability to pay rent. Our properties have historically provided us with a relatively consistent stream of cash flow that enables us to pay operating expenses, debt service and recurring capital expenditures. The COVID-19 pandemic had an adverse impact on our short-term cash flow by negatively impacting our tenants’ ability to pay rent. As of June 30, 2020, we had collected 66% of property rentals and tenant expense reimbursements billed in the quarter. Throughout the pandemic, we have worked with our tenants to evaluate the need for and offer rent relief, including in the form of rent concessions and rent deferrals. As of July 30, 2021, we have collected 84% of amounts billed during the second quarter of 2020, and the collection rate has substantially improved each subsequent quarter. We have collected 97% of rents and tenant expense reimbursements billed during the six months ended ~~June 30, 2021~~. Other sources of liquidity to fund cash requirements include proceeds from financings, equity offerings and asset sales. Additionally, we have a $600 million revolving credit agreement with certain financial institutions, which has a maturity date of January 29, 2024 and includes two six-month extension options. See Note 6 to the consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information regarding our revolving credit agreement.

Our short-term cash 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 $81 million of debt maturing in 2022 related to mortgage loans encumbering two of our properties.

At ~~June 30, 2021,~~March 31, 2022, we had cash and cash equivalents, including restricted cash, of ~~$379~~$198 million and no amounts drawn on our ~~$600~~$600 million revolving credit ~~agreement, which matures on January 29, 2024.~~

~~The Company continues~~agreement. These amounts are readily available to ~~monitor~~fund the ~~COVID-19 pandemic and its impact on our overall liquidity position and outlook. The ultimate impact that COVID-19 may have on our operational and financial performance over~~debt obligations discussed above coming due during the next 12 months is currently uncertain and will depend on many factors, including without limitation, its magnitude and duration and the adverse financial impact on our tenants from reduced business operations and social distancing requirements, which may impact tenants’ ability to generate sales at sufficient levels to cover operating costs such as rent. Our ability to utilize amounts available under our revolving credit facility in the future will depend on our continued compliance with the applicable financial covenants and other terms of our revolving credit agreement, which may be impacted by failure of tenants to pay rent. We have no debt scheduled to mature until the second quarter of 2022. We currently believe that cash on hand, available revolving credit and general ability to access the capital markets, should be sufficient to finance our operations and fund our debt service requirements and capital expenditures over the next 12 months.year.

Summary of Cash Flows

Cash and cash equivalents, including restricted cash, was ~~$379.0~~$198.0 million at ~~June 30, 2021,~~March 31, 2022, compared to ~~$419.3~~$219.8 million at December 31, ~~2020~~2021 and ~~$639.8~~$376.9 million at ~~June 30, 2020,~~March 31, 2021, a decrease of ~~$40.2~~$21.8 million and ~~$260.8~~$178.9 million, respectively. Our cash flow activities are summarized as follows:


		Six Months Ended June 30,							Three Months Ended March 31,
(Amounts in thousands)	(Amounts in thousands)	2021		2020		$ Change		(Amounts in thousands)	2022		2021		$ Change
Net cash provided by operating activities	Net cash provided by operating activities	$	53,585	$	41,977	$	11,608	Net cash provided by operating activities	$	24,521	$	18,825	$	5,696
Net cash provided by/(used in) investing activities		3,847		(48,900)		52,747
Net cash (used in)/provided by financing activities		(97,652)		161,622		(259,274)
Net cash (used in) provided by investing activities								Net cash (used in) provided by investing activities	(23,018)		15,398		(38,416)
Net cash used in financing activities								Net cash used in financing activities	(23,312)		(76,556)		53,244

Operating Activities

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

Net cash provided by operating activities of ~~$53.6~~$24.5 million for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 increased by ~~$11.6~~$5.7 million from ~~$42.0~~$18.8 million for the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021. The increase is driven by operating income generated from property acquisitions completed since the first quarter of 2021, improved collection rates on property rentals and tenant expense ~~reimbursements.~~reimbursements in the first quarter of 2022 as compared to the first quarter of 2021, and collection of previously billed and deferred amounts from lease modifications.

Investing Activities

Net cash flow ~~provided by or~~ 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 $23.0 million for the three months ended March 31, 2022 increased by $38.4 million compared to net cash provided by investing activities of ~~$3.8~~$15.4 million for the ~~six~~three months ended ~~June 30,~~March 31, 2021 ~~increased by $52.7 million compared to net cash used in investing activities of $48.9 million for the six months ended June 30, 2020~~ primarily due to (i) ~~$92.1~~$23.2 million decrease in cash ~~used for~~provided by the ~~acquisition~~sale of ~~real estate, offset by~~properties, (ii) ~~$8.2~~$11.3 million increase in cash used for real estate development and capital improvements, and (iii) ~~$31.2~~$3.9 million ~~decrease~~increase in cash ~~provided by~~used for the ~~sale~~acquisition of ~~properties.~~real estate.

The Company has 20 active development, redevelopment or anchor repositioning projects with total estimated costs of $207.1 million, of which $70.7 million has been incurred and $136.4 million remains to be funded as of March 31, 2022.

The following summarizes capital expenditures presented on a cash basis for the three months ended March 31, 2022 and 2021:


	Three Months Ended March 31,
(Amounts in thousands)	2022		2021
Capital expenditures:
Development and redevelopment costs	$	15,562	$	5,323
Capital improvements	3,318		2,205
Tenant improvements and allowances	198		272
Total capital expenditures	$	19,078	$	7,800

Financing Activities

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

Net cash used in financing activities of ~~$97.7~~$23.3 million for the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022 decreased by ~~$259.3~~$53.2 million from cash ~~provided by~~used in financing activities of ~~$161.6~~$76.6 million for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021, primarily due to ~~(i) $250.0~~a $54.6 million of cash borrowings provided under the Company’s revolving credit agreement in March 2020, (ii) $83.0 million of proceeds from borrowings under mortgage loans in the second quarter of 2020, (iii) $64.4 million increasedecrease in distributions to shareholders and unitholders of the Operating Partnership for declaration of a special dividend in the fourth quarter of 2020, paid in January 2021, offset by ~~(iv) $80.2~~a $1.7 million ~~decrease~~increase in debt ~~repayments, and (v) $54.1 million of cash paid to repurchase common shares in 2020.~~

~~Financing Activities and Contractual Obligations~~repayments.

~~Below is a summary of our outstanding debt and weighted average interest rates as of~~ ~~June 30, 2021.~~

(Amounts in thousands) Principal balance at June 30, 2021 Weighted Average Interest Rate at June 30, 2021
Mortgages payable:
Fixed rate debt $ 1,422,841 4.16%
Variable rate debt(1)
168,319 1.83%
Total mortgages payable 1,591,160 3.91%
Westfield (One Lincoln Plaza)(2)
(4,714)
Unamortized debt issuance costs (9,033)
Total mortgages payable, net of unamortized debt issuance costs $ 1,577,413

~~(1)~~ ~~As of June 30, 2021, $80 million of our variable rate debt bears interest at one month LIBOR plus 190 bps and $89 million of our variable rate debt bears interest at one month LIBOR plus 160 bps.~~

~~(2)~~ ~~Loan repaid in July in connection with the disposition of the property.~~

The net carrying amount of real estate collateralizing the above indebtedness amounted to approximately $1.3 billion as of June 30, 2021. Our mortgage loans contain covenants that limit our ability to incur additional indebtedness on these properties and in certain circumstances, require lender approval of tenant leases and/or yield maintenance upon repayment prior to maturity. As of June 30, 2021, we were in compliance with all debt covenants.

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. Company borrowings under the Agreement are subject to interest at LIBOR plus 1.05% to 1.50% and an annual facility fee of 15 to 30 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 had been drawn under the Agreement as of June 30, 2021.

On June 3, 2020, we amended the Agreement to, among other things, modify certain definitions and the measurement period for certain financial covenants to a trailing four-quarter period instead of the most recent quarter period annualized. Under the

Agreement, our financial covenants are generally measured using operating results of a trailing four-quarter period from the prior trailing four-quarter period, including the maximum leverage ratio, which measures our asset value based on net operating income, as defined in the Agreement. Net operating income is defined, in part, based on rents and other revenues received in the ordinary course of business from our properties. We currently believe that with our cash on hand, we will have sufficient resources to finance our operations and fund our debt service requirements and capital expenditures for at least the next twelve months.

When LIBOR is discontinued, which is currently anticipated to be during 2023, the interest rates for our debt following such event will be based on either alternate base rates or agreed upon replacement rates. Such an event would not affect our ability to borrow or maintain already outstanding borrowings, although it could result in higher interest rates.

~~On May 5,~~During 2021 we established an at-the-market equity program (the “ATM Program”), 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. 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.

As of ~~June 30, 2021,~~March 31, 2022 we have not issued any common shares under the ATM Program. ~~Future sales will depend~~Refer to Note 14 Equity and Noncontrolling Interest in Part I, Item 1 of this Quarterly Report on ~~a variety of factors including, but not limited~~Form 10-Q for more information related to ~~market conditions, the trading price of our common shares, and our capital needs. The Company has no obligation to sell any shares under the ATM Program.~~this program.

~~Capital Expenditures~~Contractual Obligations

~~The~~We have contractual obligations related to our mortgage loans that are both fixed and variable. Our variable rate loans bear interest at a floating rate based on LIBOR, plus an applicable margin of 1.6% to 1.9%. When LIBOR is discontinued, the interest rates of our LIBOR-indexed debt following ~~summarizes~~such event will be based on either alternate base rates, such as the Secured Overnight Financing Rate (“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. Further information on our mortgage loans can be found in Note 6 to the consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. In addition, we have contractual obligations for certain properties that are subject to long-term ground and building leases where a third party owns and has leased the underlying land to us. We also have non-cancelable operating leases pertaining to office space from which we conduct our business.

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

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

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

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

•Recorded debt premiums or discounts.

We believe that cash flows from our current operations, cash on hand, the line of credit under our revolving credit agreement, the potential to refinance our loans and our general ability to access the capital ~~expenditures presented on a cash basis for~~markets will be sufficient to finance our operations and fund our obligations in both the ~~six months ended June 30, 2021~~short-term and ~~2020:~~

Six Months Ended June 30,
(Amounts in thousands) 2021 2020
Capital expenditures:
Development and redevelopment costs $ 13,729 $ 6,289
Capital improvements 3,831 3,651
Tenant improvements and allowances 1,791 1,230
Total capital expenditures $ 19,351 $ 11,170
long-term.

As of June 30, 2021, we had approximately $134.1 million of active redevelopment, development and anchor repositioning projects at various stages of completion, an increase of $1.7 million from $132.4 million of projects as of December 31, 2020. We have advanced these projects and incurred $16.3 million of additional spend since December 31, 2020. We anticipate spending an additional $89.7 million to complete these projects, which we expect to occur over the next six to eighteen months depending on any restrictions on construction activity. We expect to fund these projects using cash on hand, proceeds from dispositions, or from secured debt.

~~Commitments and Contingencies~~

~~Insurance~~

The Company’s primary and excess insurance policies providing coverage for pollution related losses have an aggregate limit of $50 million and provide remediation and business interruption coverage for pollution incidents, which pursuant to our policies expressly include the presence and dispersal of viruses. On December 23, 2020, the Company initiated litigation in New Jersey state court, Bergen County, under these policies to recover uncollected rents and other amounts resulting from the COVID-19 virus.

3831

~~We continue~~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 services to ~~monitor the state~~certain properties owned by Vornado and its affiliates, including Interstate Properties (“Interstate”), a partnership in which Steven Roth, Chairman of the ~~insurance market~~Board and ~~the scope~~Chief Executive Officer of Vornado and costs of available coverage. We cannot anticipate what coverage will be available on commercially reasonable terms in the future and expect premiums across most coverage lines to increase in light of recent events. The incurrence of uninsured losses, costs or uncovered premiums could materially and adversely affect our business, results of operations and financial condition.

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

~~Environmental Matters~~

Each of our properties has been subjected to varying degrees of environmental assessment at various times. Based on these assessments, we have accrued costs of $1.8 million on our consolidated balance sheets as of both June 30, 2021 and DecemberVornado owns a material interest in. Effective March 31, 2020, respectively, for remediation costs for environmental contamination at certain properties. While this accrual reflects our best estimates of the potential costs of remediation at these properties, there can be no assurance that the actual costs will not exceed these amounts. Although we are not aware of any other material environmental contamination, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites, or changes in cleanup requirements would not result in significant costs to us.

~~Pandemic-Related Contingencies~~

Many of our tenants faced adverse financial consequences from reduced business operations and social distancing requirements resulting from the COVID-19 pandemic. As of June 30, 2021, substantially all of our portfolio's gross leasable area was open for business and2022, the Company ~~collected approximately 96% of rental revenue for the second quarter of 2021. Since the pandemic was declared in 2020, the Company has granted rent concessions~~ and Vornado agreed to terminate these management agreements, other ~~lease-related relief, such as rent deferrals,~~than with respect to ~~certain impacted tenants. We evaluate rent relief requests on~~ a case-by-case basis and not all requests are granted. Rent relief, deferral or abatements and tenant defaults on lease obligations, such as repayment of deferred rent may have a negative impact on our rental revenue and net income. As of June 30, 2021, we have executed rent deferrals and abatements in connection with tenant relief from the pandemic.

The Company is closely monitoring changes in the collectibility assessment of its tenant receivables as a result of certain tenants suffering adverse financial consequences due to the COVID-19 pandemic. The Company is not currently aware of any other loss contingencies related to the COVID-19 pandemic that would require recognition at this time, with the exception of abatements already discussed with tenants or deferred rents that may not be collected.

~~Bankruptcies~~

Although our rental revenue is supported by long-term leases, leases may be rejected in a bankruptcy proceeding and the related tenant stores may permanently vacate prior to lease expiration. In the event a tenant with a significant number of leases or square footage in our shopping centers files for bankruptcy and rejects its leases with us, we could experience a reduction in our revenues. We monitor the operating performance and rent collections of all tenants in our shopping centers, especially those tenants in arrears or operating retail formatsfew ongoing projects that are ~~experiencing significant changes in competition, business practice, or store closings in other locations. Given~~expected to be completed by the ~~economic environment brought upon by COVID-19, certain tenants experienced liquidity or financial hardships~~middle of 2022. For the three months ended March 31, 2022 and ~~filed for Chapter 11 bankruptcy protection during~~ the year ended December 31, ~~2020. Although some~~2021, we recognized $0.2 million and $1.2 million, respectively, of management and leasing fee income from these ~~tenants intend~~management agreements and do not expect to ~~exit the Chapter 11 bankruptcy process and resume operations, the outcomes of such proceedings are unknown and the Company is currently exploring leasing alternatives for these spaces.~~earn any material fees after March 31, 2022.

~~Inflation~~Cybersecurity

Cybersecurity is an integral part of the Board of Trustees’ 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~~Audit Committee’s risk analysis and ~~has had a minimal impact~~discussions with management. As we see increased reliance on the performance of our shopping centers, it is very possible that inflation will increase in future years. 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 increasesinformation technology in the ~~Consumer Price Index or similar inflation indices.~~workplace and business operations, and a continued shift to remote and hybrid work schedules, Urban Edge has employed several measures to mitigate cyber risks.

~~Off-Balance Sheet Arrangements~~In addition to a dedicated Information technology and cybersecurity team handling monitoring and daily operations, the Company engages an independent third-party cybersecurity team for advisory 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 ~~do not have any material off-balance sheet arrangements as~~utilize a risk-based approach following the National Institute of ~~June 30, 2021 or December 31, 2020.~~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 circulate communications pieces alerting users to new emerging risks and require all employees to complete quarterly security awareness trainings. Additionally, we conduct internal phishing exercises to gauge the effectiveness of the trainings and record response rates for these tests to assess the need for additional training.

3932

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We have exposure to fluctuations in interest rates, which are sensitive to many factors that are beyond our control. The following table discusses our exposure to hypothetical changes in market rates of interest on interest expense for our variable rate debt and fixed-rate debt. 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 March 31, 2022, all of our variable rate debt outstanding had rates indexed to LIBOR.


		2021							2020					2022							2021
(Amounts in thousands)	(Amounts in thousands)	June 30, Balance			Weighted Average Interest Rate	Effect of 1% Change in Base Rates			December 31, Balance			Weighted Average Interest Rate	(Amounts in thousands)	March 31, Balance			Weighted Average Interest Rate	Effect of 1% Change in Base Rates			December 31, Balance			Weighted Average Interest Rate

Variable rate mortgages	Variable rate mortgages	168,319			1.83%	1,683			$	169,371		1.90%	Variable rate mortgages	$	159,828		1.98%	$	1,598		$	161,084		1.85%
Fixed rate mortgages	Fixed rate mortgages	1,422,841			4.16%	—		(2)	1,428,026			4.16%	Fixed rate mortgages	1,530,909			4.09%	—		(2)	1,534,324			4.10%
		$	1,591,160	(1)		$	1,683		$	1,597,397	(1)			$	1,690,737	(1)		$	1,598		$	1,695,408	(1)

(1) Excludes unamortized debt issuance costs of ~~$9.0~~$7.8 million and ~~$9.9~~$8.2 million as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~,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 increased by approximately ~~$14.2~~$15.3 million based on outstanding balances as of ~~June 30, 2021.~~March 31, 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. As of ~~June 30, 2021,~~March 31, 2022, we did not have any material hedging instruments in place.

Fair Value of Debt

The estimated fair value of our consolidated debt is calculated based on current market prices and discounted cash flows at the current rate at which similar loans would be made to borrowers with similar credit ratings for the remaining term of such debt. As of ~~June 30, 2021,~~March 31, 2022, the estimated fair value of our consolidated debt was $1.6 billion.

Other Market Risks

As of ~~June 30, 2021,~~March 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 ~~June 30, 2021~~March 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 ~~June 30, 2021,~~March 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.

4033

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures (Urban Edge Properties)

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the 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 are effective.

There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f)) that occurred during the three months ended ~~June 30, 2021~~March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

The Operating Partnership’s management maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the 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 are effective.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

Except to the extent additional factual information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk factors (including, without limitation, the matters discussed in Part I, “Item 2-Management’s Discussion and Analysis of Financial Condition and Results of Operations”), there were no material changes to the risk factors disclosed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 filed with the SEC on February ~~17, 2021.~~16, 2022.

4134

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

Urban Edge Properties

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

During the three months ended March 31, 2022, we issued 250,000 common shares in exchange for 250,000 OP Units that were held by certain limited partners of the Operating Partnership in connection with a prior acquisition. OP Units are generally redeemable for cash or, at our discretion, exchangeable into shares of our common stock on a one-for-one basis. The cash redemption amount per OP Unit is based on the market price of a share of our common stock at the time of redemption. These shares of common stock were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. We relied on the exemption under Section 4(a)(2) based upon factual representations received from the limited partners who received the common shares.

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

Period (a)
Total Number of Shares Purchased
(b)
Average Price Paid per Share(2)
(c)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(d)
Maximum Number (or Approximate Dollar Value) of Shares that May Yet to be Purchased Under the Plan or Program(1)
April 1, 2021 - April 30, 2021 — $ — — $ 145,900,000
May 1, 2021 - May 31, 2021 — — — $ 145,900,000
June 1, 2021 - June 30, 2021 751 19.58 — $ 145,900,000
751 $ 19.58 —


Period	(a) Total Number of Shares Purchased		(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plan or Program(1)
January 1, 2022 - January 31, 2022	—		$	—	—	$	145,900,000
February 1, 2022 - February 28, 2022	4,992	(2)	17.97		—	$	145,900,000
March 1, 2022 - March 31, 2022	—		—		—	$	145,900,000
Total	4,992		$	17.97	—

(1) 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 may repurchase its shares from time to time in the open market or in privately negotiated transactions in compliance with Securities and Exchange Commission Rule 10b-18. 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.

(2) Represents common shares surrendered by employees to us, to satisfy such employees’ tax withholding obligations in connection with the vesting of restricted common shares.

Urban Edge Properties LP

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

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


Period	(a) Total Number of Units Purchased		(b) Average Price Paid per Unit		(c) Total Number of Units Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Units that May Yet be Purchased Under the Plan or Program
January 1, 2022 - January 31, 2022	—		$	—	—	$	—
February 1, 2022 - February 28, 2022	4,992	(1)	17.97		—	$	—
March 1, 2022 - March 31, 2022	—		—		—	$	—
Total	4,992		$	17.97	—

(1) Represents OP Units previously held by the Company that were redeemed in connection with the surrender of restricted common shares by employees to the Company to satisfy such employees’ tax withholding obligations in connection with the vesting of restricted common shares..

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

4235

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

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

INDEX TO EXHIBITS

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


Exhibit Number						Exhibit Description
3.1						Amended and Restated Bylaws of Urban Edge Properties (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Urban Edge Properties with the SEC on March 2, 2022)
31.1*						Certification by the Chief Executive Officer for Urban Edge Properties pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*						Certification by the Chief Financial Officer for Urban Edge Properties pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.3*						Certification by the Chief Executive Officer for Urban Edge Properties LP pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.4*						Certification by the Chief Financial Officer for Urban Edge Properties LP pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**						Certification by the Chief Executive Officer and Chief Financial Officer for Urban Edge Properties pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**						Certification by the Chief Executive Officer and Chief Financial Officer for Urban Edge Properties LP pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.SCH*						Inline XBRL Taxonomy Extension Schema
101.CAL*						Inline XBRL Extension Calculation Linkbase
101.LAB*						Inline XBRL Extension Labels Linkbase
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase
101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase
104*						Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*)

* Filed herewith

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

4336

PART IV

SIGNATURES

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


			URBAN EDGE PROPERTIES
			(Registrant)

			/s/ Mark Langer
			Mark Langer, Chief Financial Officer

			Date: ~~August 4, 2021~~May 5, 2022

			URBAN EDGE PROPERTIES LP
			By: Urban Edge Properties, General Partner

			/s/ Mark Langer
			Mark Langer, Chief Financial Officer

			Date: ~~August 4, 2021~~May 5, 2022

4437


	As of June 30, 2021				As of December 31, 2020
(Amounts in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and cash equivalents	$	321,200	$	321,200	$	384,572	$	384,572
Liabilities:
Mortgages payable(1)	$	1,586,446	$	1,592,638	$	1,597,397	$	1,611,868
Other liabilities(2)	$	4,714	$	4,660	$	0	$	0


(Amounts in thousands)	Principal balance at June 30, 2021		Weighted Average Interest Rate at June 30, 2021
Mortgages payable:
Fixed rate debt	$	1,422,841	4.16%
Variable rate debt(1)	168,319		1.83%
Total mortgages payable	1,591,160		3.91%
Westfield (One Lincoln Plaza)(2)	(4,714)
Unamortized debt issuance costs	(9,033)
Total mortgages payable, net of unamortized debt issuance costs	$	1,577,413


Period	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share(2)		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet to be Purchased Under the Plan or Program(1)
April 1, 2021 - April 30, 2021	—	$	—	—	$	145,900,000
May 1, 2021 - May 31, 2021	—	—		—	$	145,900,000
June 1, 2021 - June 30, 2021	751	19.58		—	$	145,900,000
	751	$	19.58	—