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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 September 30, 2020
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________to__________
Commission File Number: 001-36523 (Urban Edge Properties)
Commission File Number: 333-212951-01 (Urban Edge Properties LP)
URBAN EDGE PROPERTIES
URBAN EDGE PROPERTIES LP
(Exact name of Registrant as specified in its charter)
Maryland(Urban Edge Properties)47-6311266
Delaware(Urban Edge Properties LP)36-4791544
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)
888 Seventh AvenueNew YorkNew York10019
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number including area code:(212)956-2556
Securities registered pursuant to Section 12(b) of the Act:
Title of class of registered securitiesTrading symbolName of exchange on which registered
Common shares of beneficial interest, par value $0.01 per shareUEThe New York Stock Exchange
_______________________________
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
        Urban Edge Properties    Yes x   NO o         Urban Edge Properties LP     Yes x   NO o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  
        Urban Edge Properties    Yes  x   NO o         Urban Edge Properties LP     Yes x   NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Urban Edge Properties:
Large Accelerated FilerxAccelerated Filer
Non-Accelerated Filer
Smaller Reporting Company
Emerging Growth Company
Urban Edge Properties LP:
Large Accelerated Filer
Accelerated Filer
Non-Accelerated FilerxSmaller 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 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 October 30, 2020, Urban Edge Properties had 116,701,311 common shares outstanding.



URBAN EDGE PROPERTIES AND URBAN EDGE PROPERTIES LP
QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2020

TABLE OF CONTENTS
Item 1.
Financial Statements
Consolidated Financial Statements of Urban Edge Properties:
Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019 (unaudited)
Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2020 and 2019 (unaudited)
Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2020 and 2019 (unaudited)
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2020 and 2019 (unaudited)
Consolidated Financial Statements of Urban Edge Properties LP:
Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019 (unaudited)
Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2020 and 2019 (unaudited)
Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2020 and 2019 (unaudited)
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2020 and 2019 (unaudited)
Urban Edge Properties and Urban Edge Properties LP
Notes to Consolidated Financial Statements (unaudited)
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.Quantitative and Qualitative Disclosures about Market Risk
Item 4.Controls and Procedures
PART II
Item 1.Legal Proceedings
Item 1A.Risk Factors
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.Defaults Upon Senior Securities
Item 4.Mine Safety Disclosures
Item 5.Other Information
Item 6.Exhibits
Signatures






EXPLANATORY NOTE
This report combines the quarterly reports on Form 10-Q for the period ended September 30, 2020 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 September 30, 2020, UE owned an approximate 96.1% ownership interest in UELP. The remaining approximate 3.9% interest is owned by 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. 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)
 September 30,December 31,
 20202019
ASSETS 
Real estate, at cost:  
Land$527,749 $515,621 
Buildings and improvements2,332,337 2,197,076 
Construction in progress42,779 28,522 
Furniture, fixtures and equipment7,199 7,566 
Total2,910,064 2,748,785 
Accumulated depreciation and amortization(719,755)(671,946)
Real estate, net2,190,309 2,076,839 
Right-of-use assets77,183 81,768 
Cash and cash equivalents646,432 432,954 
Restricted cash24,564 52,182 
Tenant and other receivables24,376 21,565 
Receivable arising from the straight-lining of rents64,171 73,878 
Identified intangible assets, net of accumulated amortization of $35,057 and $30,942, respectively
54,870 48,121 
Deferred leasing costs, net of accumulated amortization of $17,054 and $16,560, respectively
19,618 21,474 
Deferred financing costs, net of accumulated amortization of $4,540 and $3,765, respectively
3,625 3,877 
Prepaid expenses and other assets29,167 33,700 
Total assets$3,134,315 $2,846,358 
LIABILITIES AND EQUITY  
Liabilities:
Mortgages payable, net $1,590,304 $1,546,195 
Unsecured credit facility borrowings250,000  
Lease liabilities75,965 79,913 
Accounts payable, accrued expenses and other liabilities68,396 76,644 
Identified intangible liabilities, net of accumulated amortization of $69,368 and $62,610, respectively
125,766 128,830 
Total liabilities2,110,431 1,831,582 
Commitments and contingencies
Shareholders’ equity:
Common shares: $0.01 par value; 500,000,000 shares authorized and 116,701,311 and 121,370,125 shares issued and outstanding, respectively
1,166 1,213 
Additional paid-in capital 987,436 1,019,149 
Accumulated deficit(4,593)(52,546)
Noncontrolling interests:
Operating partnership39,451 46,536 
Consolidated subsidiaries424 424 
Total equity1,023,884 1,014,776 
Total liabilities and equity$3,134,315 $2,846,358 
 
See notes to consolidated financial statements (unaudited).
1


URBAN EDGE PROPERTIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except share and per share amounts)
 
 Three Months Ended September 30,Nine Months Ended September 30,
 2020201920202019
REVENUE
Rental revenue$75,359 $90,769 $241,624 $289,565 
Management and development fees404 280 1,003 940 
Other income75 194 190 1,217 
Total revenue75,838 91,243 242,817 291,722 
EXPENSES
Depreciation and amortization22,888 21,496 69,658 65,893 
Real estate taxes14,916 14,490 44,778 45,188 
Property operating13,436 14,075 39,867 45,552 
General and administrative8,700 8,353 36,600 28,943 
Casualty and impairment loss, net(1)
   9,070 
Lease expense3,415 3,486 10,200 11,037 
Total expenses63,355 61,900 201,103 205,683 
Gain on sale of real estate 39,716 39,775 68,219 
Gain on sale of lease 1,849  1,849 
Interest income282 2,706 2,387 7,670 
Interest and debt expense(18,136)(16,861)(53,884)(49,869)
Gain on extinguishment of debt   34,908  
Income (loss) before income taxes(5,371)56,753 64,900 113,908 
Income tax benefit (expense)(459)(53)13,103 (1,249)
Net income (loss) (5,830)56,700 78,003 112,659 
Less net (income) loss attributable to noncontrolling interests in:
Operating partnership225 (2,662)(3,373)(6,535)
Consolidated subsidiaries 2  24 
Net income (loss) attributable to common shareholders$(5,605)$54,040 $74,630 $106,148 
Earnings (loss) per common share - Basic: $(0.05)$0.45 $0.63 $0.89 
Earnings (loss) per common share - Diluted: $(0.05)$0.45 $0.63 $0.89 
Weighted average shares outstanding - Basic116,625 121,087 118,033 119,259 
Weighted average shares outstanding - Diluted116,625 121,183 118,111 126,489 
(1) Refer to Note 2 to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q.


See notes to consolidated financial statements (unaudited).

2


URBAN EDGE PROPERTIES
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(Unaudited)
(In thousands, except share and per share amounts)
Common SharesNoncontrolling Interests (“NCI”)
 SharesAmountAdditional
Paid-In Capital
Accumulated Earnings
(Deficit)
Operating PartnershipConsolidated SubsidiariesTotal Equity
Balance, June 30, 2019121,171,003$1,212 $1,015,470 $(56,580)$49,157 $427 $1,009,686 
Net income attributable to common shareholders— — — 54,040 — — 54,040 
Net income (loss) attributable to noncontrolling interests— — — — 2,662 (2)2,660 
Limited partnership interests:
Units redeemed for common shares50,000  435 — (2,726)— (2,291)
Units redeemed for cash— — (3,422)— (2,556)— (5,978)
Reallocation of noncontrolling interests— — 2,291 —  — 2,291 
Common shares issued2,350 — (30)(31)— — (61)
Dividends to common shareholders ($0.22 per share)
— — — (26,646)— — (26,646)
Distributions to redeemable NCI ($0.22 per unit)
— — — — (1,298)— (1,298)
Share-based compensation expense— — 1,310  2,000 — 3,310 
Balance, September 30, 2019121,223,353$1,212 $1,016,054 $(29,217)$47,239 $425 $1,035,713 

Common SharesNoncontrolling Interests (“NCI”)
 SharesAmountAdditional
Paid-In Capital
Accumulated Earnings
(Deficit)
Operating PartnershipConsolidated SubsidiariesTotal Equity
Balance, June 30, 2020116,701,311$1,166 $984,933 $1,012 $39,575 $424 $1,027,110 
Net loss attributable to common shareholders— — — (5,605)— — (5,605)
Net loss attributable to noncontrolling interests— — — — (225) (225)
Limited partnership interests:
Reallocation of noncontrolling interests— — 1,866 — (1,866)—  
Share-based compensation expense— — 637  1,967 — 2,604 
Balance, September 30, 2020116,701,311$1,166 $987,436 $(4,593)$39,451 $424 $1,023,884 

See notes to consolidated financial statements (unaudited).

3


Common SharesNoncontrolling Interests (“NCI”)
 SharesAmountAdditional
Paid-In Capital
Accumulated Earnings
(Deficit)
Operating PartnershipConsolidated SubsidiariesTotal Equity
Balance, December 31, 2018114,345,565$1,143 $956,420 $(52,857)$100,822 $449 $1,005,977 
Net income attributable to common shareholders— — — 106,148 — — 106,148 
Net income (loss) attributable to noncontrolling interests— — — — 6,535 (24)6,511 
Impact of ASC 842 adoption— — — (2,918)— — (2,918)
Limited partnership interests:
Units redeemed for common shares6,861,692 68 54,680 — (2,726)— 52,022 
Units redeemed for cash— — (3,422)— (2,556)— (5,978)
Reallocation of noncontrolling interests— — 4,077 — (56,099)— (52,022)
Common shares issued47,372 1 353 (101)— — 253 
Dividends to common shareholders ($0.66 per share)
— — — (79,489)— — (79,489)
Distributions to redeemable NCI ($0.66 per unit)
— — — — (4,427)— (4,427)
Share-based compensation expense— — 4,579 — 5,690 — 10,269 
Share-based awards retained for taxes(31,276)— (633)— — — (633)
Balance, September 30, 2019121,223,353$1,212 $1,016,054 $(29,217)$47,239 $425 $1,035,713 

Common SharesNoncontrolling Interests (“NCI”)
 SharesAmountAdditional
Paid-In Capital
Accumulated Earnings
(Deficit)
Operating PartnershipConsolidated SubsidiariesTotal Equity
Balance, December 31, 2019121,370,125$1,213 $1,019,149 $(52,546)$46,536 $424 $1,014,776 
Net income attributable to common shareholders— — — 74,630 — — 74,630 
Net income attributable to noncontrolling interests— — — — 3,373 — 3,373 
Limited partnership interests:
Units redeemed for common shares1,279,389 11 8,617 — — — 8,628 
Reallocation of noncontrolling interests— — 9,724 — (18,352)— (8,628)
Common shares issued53,193 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— — 5,255 — 9,208 — 14,463 
Share-based awards retained for taxes(127,473)— (1,461)— — — (1,461)
Balance, September 30, 2020116,701,311$1,166 $987,436 $(4,593)$39,451 $424 $1,023,884 

See notes to consolidated financial statements (unaudited).
4


URBAN EDGE PROPERTIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
 
 Nine Months Ended September 30,
 20202019
CASH FLOWS FROM OPERATING ACTIVITIES  
Net income$78,003 $112,659 
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation and amortization68,852 65,645 
Casualty and impairment loss, net 9,070 
Gain on sale of real estate(39,775)(68,219)
Gain on sale of lease (1,849)
Gain on extinguishment of debt(34,908) 
Amortization of deferred financing costs2,113 2,170 
Amortization of below market leases, net(6,803)(13,933)
Noncash lease expense5,655 6,329 
Straight-lining of rent9,503 120 
Share-based compensation expense14,463 10,269 
Rental revenue deemed uncollectible21,464 1,107 
Change in operating assets and liabilities:  
Tenant and other receivables(24,276)1,337 
Deferred leasing costs(1,110)(3,239)
Prepaid expenses and other assets(11,656)(2,377)
Lease liabilities(5,017)(5,471)
Accounts payable, accrued expenses and other liabilities(1,679)1,975 
Net cash provided by operating activities74,829 115,593 
CASH FLOWS FROM INVESTING ACTIVITIES  
Real estate development and capital improvements(18,266)(71,005)
Acquisitions of real estate(92,132) 
Proceeds from sale of operating properties54,402 111,440 
Proceeds from sale of operating lease 6,943 
Insurance proceeds 12,677 
Net cash (used in) provided by investing activities(55,996)60,055 
CASH FLOWS FROM FINANCING ACTIVITIES  
Debt repayments(87,567)(3,907)
Debt issuance costs(2,298)(2,643)
Dividends to common shareholders(26,647)(79,489)
Distributions to redeemable noncontrolling interests(1,314)(4,427)
Taxes withheld for vested restricted shares(1,461)(633)
Borrowings under unsecured credit facility250,000  
Proceeds from mortgage loan borrowings90,250  
Repurchase of common shares(54,141) 
Proceeds related to the issuance of common shares205 253 
Payment for redemption of units (5,978)
Net cash provided by (used in) financing activities167,027 (96,824)
Net increase in cash and cash equivalents and restricted cash185,860 78,824 
Cash and cash equivalents and restricted cash at beginning of period485,136 457,522 
Cash and cash equivalents and restricted cash at end of period$670,996 $536,346 

See notes to consolidated financial statements (unaudited).
5


Nine Months Ended September 30,
20202019
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION  
Cash payments for interest, net of amounts capitalized of $513 and $1,277, respectively
$52,771 $48,776 
Cash payments for income taxes482 1,589 
NON-CASH INVESTING AND FINANCING ACTIVITIES
Accrued capital expenditures included in accounts payable and accrued expenses7,330 13,444 
Write-off of fully depreciated and impaired assets10,748 43,625 
Mortgage debt forgiven in refinancing30,000  
Assumption of debt through the acquisition of real estate72,473  
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH
Cash and cash equivalents at beginning of period$432,954 $440,430 
Restricted cash at beginning of period 52,182 17,092 
Cash and cash equivalents and restricted cash at beginning of period $485,136 $457,522 
Cash and cash equivalents at end of period$646,432 $441,561 
Restricted cash at end of period24,564 94,785 
Cash and cash equivalents and restricted cash at end of period$670,996 $536,346 

 See notes to consolidated financial statements (unaudited).
6


URBAN EDGE PROPERTIES LP
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except unit and per unit amounts)
 September 30,December 31,
 20202019
ASSETS 
Real estate, at cost:  
Land$527,749 $515,621 
Buildings and improvements2,332,337 2,197,076 
Construction in progress42,779 28,522 
Furniture, fixtures and equipment7,199 7,566 
Total2,910,064 2,748,785 
Accumulated depreciation and amortization(719,755)(671,946)
Real estate, net2,190,309 2,076,839 
Right-of-use assets77,183 81,768 
Cash and cash equivalents646,432 432,954 
Restricted cash24,564 52,182 
Tenant and other receivables24,376 21,565 
Receivable arising from the straight-lining of rents64,171 73,878 
Identified intangible assets, net of accumulated amortization of $35,057 and $30,942, respectively
54,870 48,121 
Deferred leasing costs, net of accumulated amortization of $17,054 and $16,560, respectively
19,618 21,474 
Deferred financing costs, net of accumulated amortization of $4,540 and $3,765, respectively
3,625 3,877 
Prepaid expenses and other assets29,167 33,700 
Total assets$3,134,315 $2,846,358 
LIABILITIES AND EQUITY  
Liabilities:
Mortgages payable, net $1,590,304 $1,546,195 
Unsecured credit facility borrowings250,000  
Lease liabilities75,965 79,913 
Accounts payable, accrued expenses and other liabilities68,396 76,644 
Identified intangible liabilities, net of accumulated amortization of $69,368 and $62,610, respectively
125,766 128,830 
Total liabilities2,110,431 1,831,582 
Commitments and contingencies
Equity:
Partners’ capital:
General partner: 116,701,311 and 121,370,125 units outstanding, respectively
988,602 1,020,362 
Limited partners: 4,676,787 and 5,833,318 units outstanding, respectively
41,012 50,156 
Accumulated deficit(6,154)(56,166)
Total partners’ capital 1,023,460 1,014,352 
Noncontrolling interest in consolidated subsidiaries424 424 
Total equity1,023,884 1,014,776 
Total liabilities and equity$3,134,315 $2,846,358 
 
See notes to consolidated financial statements (unaudited).

7


URBAN EDGE PROPERTIES LP
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except unit and per unit amounts)
 
 Three Months Ended September 30,Nine Months Ended September 30,
 2020201920202019
REVENUE
Rental revenue$75,359 $90,769 $241,624 $289,565 
Management and development fees404 280 1,003 940 
Other income75 194 190 1,217 
Total revenue75,838 91,243 242,817 291,722 
EXPENSES
Depreciation and amortization22,888 21,496 69,658 65,893 
Real estate taxes14,916 14,490 44,778 45,188 
Property operating13,436 14,075 39,867 45,552 
General and administrative8,700 8,353 36,600 28,943 
Casualty and impairment loss, net(1)
   9,070 
Lease expense3,415 3,486 10,200 11,037 
Total expenses63,355 61,900 201,103 205,683 
Gain on sale of real estate 39,716 39,775 68,219 
Gain on sale of lease 1,849  1,849 
Interest income282 2,706 2,387 7,670 
Interest and debt expense(18,136)(16,861)(53,884)(49,869)
Gain on extinguishment of debt  34,908  
Income (loss) before income taxes(5,371)56,753 64,900 113,908 
Income tax benefit (expense)(459)(53)13,103 (1,249)
Net income (loss)(5,830)56,700 78,003 112,659 
Less net loss attributable to NCI in consolidated subsidiaries 2  24 
Net income (loss) attributable to unitholders$(5,830)$56,702 $78,003 $112,683 
Earnings (loss) per unit - Basic: $(0.05)$0.45 $0.64 $0.89 
Earnings (loss) per unit - Diluted: $(0.05)$0.45 $0.63 $0.89 
Weighted average units outstanding - Basic120,618 126,277 122,332 126,387 
Weighted average units outstanding - Diluted120,618 126,373 123,174 126,490 
(1) Refer to Note 2 to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q.


See notes to consolidated financial statements (unaudited).


8


URBAN EDGE PROPERTIES LP
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(Unaudited)
(In thousands, except unit and per unit amounts)
 Total SharesGeneral Partner Total Units
Limited Partners(1)
Accumulated Earnings
(Deficit)
NCI in Consolidated SubsidiariesTotal Equity
Balance, June 30, 2019121,171,003 $1,016,682 6,201,228 $53,038 $(60,461)$427 $1,009,686 
Net income attributable to unitholders— — — — 56,702 — 56,702 
Net loss attributable to noncontrolling interests— — — — — (2)(2)
Common units issued as a result of common shares issued by Urban Edge2,350 (30)— — (31)— (61)
Equity redemption of OP units50,000 435 (50,000)(2,726)— — (2,291)
Cash redemption of OP units— (3,422)(357,998)(2,556)— — (5,978)
Limited partnership units issued, net— — 140,950 — — —  
Reallocation of noncontrolling interests— 2,291 —  — — 2,291 
Distributions to Partners ($0.22 per unit)
— — — — (27,944)— (27,944)
Share-based compensation expense— 1,310 — 2,000 — — 3,310 
Balance, September 30, 2019121,223,353 $1,017,266 5,934,180 $49,756 $(31,734)$425 $1,035,713 
(1) Limited partners have a 4.6% common limited partnership interest in the Operating Partnership as of September 30, 2019 in the form of units of interest in the OP Units and LTIP units.

 Total SharesGeneral Partner Total Units
Limited Partners(2)
Accumulated
Deficit
NCI in Consolidated SubsidiariesTotal Equity
Balance, June 30, 2020116,701,311 $986,099 4,676,787 $40,911 $(324)$424 $1,027,110 
Net loss attributable to unitholders— — — — (5,830)— (5,830)
Reallocation of noncontrolling interests— 1,866 — (1,866)— —  
Share-based compensation expense— 637 — 1,967 — — 2,604 
Balance, September 30, 2020116,701,311 $988,602 4,676,787 $41,012 $(6,154)$424 $1,023,884 
(2) Limited partners have a 3.9% common limited partnership interest in the Operating Partnership as of September 30, 2020 in the form of units of interest in the OP Units and LTIP units.

See notes to consolidated financial statements (unaudited).

9


 Total SharesGeneral Partner Total Units
Limited Partners(1)
Accumulated Earnings
(Deficit)
NCI in Consolidated SubsidiariesTotal Equity
Balance, December 31, 2018114,345,565 $957,563 12,736,633 $105,447 $(57,482)$449 $1,005,977 
Net income attributable to unitholders— — — — 112,683 — 112,683 
Net loss attributable to noncontrolling interests— — — — — (24)(24)
Impact of ASC 842 adoption— — — — (2,918)— (2,918)
Common units issued as a result of common shares issued by Urban Edge47,372 354 — — (101)— 253 
Equity redemption of OP units6,861,692 54,748 (6,861,692)(2,726)— — 52,022 
Cash redemption of OP units— (3,422)(357,998)(2,556)— — (5,978)
Limited partnership units issued, net— — 276,287 — — —  
Reallocation of noncontrolling interests— 4,077 — (56,099)— — (52,022)
Distributions to Partners ($0.66 per unit)
— — — — (83,916)— (83,916)
Share-based compensation expense— 4,579 — 5,690  — 10,269 
Share-based awards retained for taxes(31,276)(633)— — — — (633)
Balance, September 30, 2019121,223,353 $1,017,266 5,793,230 $49,756 $(31,734)$425 $1,035,713 
(1) Limited partners have a 4.6% common limited partnership interest in the Operating Partnership as of September 30, 2019 in the form of units of interest in the OP Units and LTIP units.

 Total SharesGeneral Partner Total Units
Limited Partners(2)
Accumulated Earnings
(Deficit)
NCI in Consolidated SubsidiariesTotal Equity
Balance, December 31, 2019121,370,125 $1,020,362 5,833,318 $50,156 $(56,166)$424 $1,014,776 
Net income attributable to unitholders— — — — 78,003 — 78,003 
Common units issued as a result of common shares issued by Urban Edge53,193 235 122,858 — (30)— 205 
Equity redemption of OP units1,279,389 8,628 (1,279,389) — — 8,628 
Repurchase of common shares (5,873,923)(54,141)— — — — (54,141)
Reallocation of noncontrolling interests— 9,724 — (18,352)— — (8,628)
Distributions to Partners ($0.22 per unit)
— — — — (27,961)— (27,961)
Share-based compensation expense— 5,255 — 9,208 — — 14,463 
Share-based awards retained for taxes(127,473)(1,461)— — — — (1,461)
Balance, September 30, 2020116,701,311 $988,602 4,676,787 $41,012 $(6,154)$424 $1,023,884 
(2) Limited partners have a 3.9% common limited partnership interest in the Operating Partnership as of September 30, 2020 in the form of units of interest in the OP Units and LTIP units.

See notes to consolidated financial statements (unaudited).
10


URBAN EDGE PROPERTIES LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
 
 Nine Months Ended September 30,
 20202019
CASH FLOWS FROM OPERATING ACTIVITIES  
Net income$78,003 $112,659 
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation and amortization68,852 65,645 
Casualty and impairment loss, net 9,070 
Gain on sale of real estate(39,775)(68,219)
Gain on sale of lease (1,849)
Gain on extinguishment of debt(34,908) 
Amortization of deferred financing costs2,113 2,170 
Amortization of below market leases, net(6,803)(13,933)
Noncash lease expense5,655 6,329 
Straight-lining of rent9,503 120 
Share-based compensation expense14,463 10,269 
Rental revenue deemed uncollectible21,464 1,107 
Change in operating assets and liabilities:  
Tenant and other receivables(24,276)1,337 
Deferred leasing costs(1,110)(3,239)
Prepaid expenses and other assets(11,656)(2,377)
Lease liabilities(5,017)(5,471)
Accounts payable, accrued expenses and other liabilities(1,679)1,975 
Net cash provided by operating activities74,829 115,593 
CASH FLOWS FROM INVESTING ACTIVITIES  
Real estate development and capital improvements(18,266)(71,005)
Acquisitions of real estate(92,132) 
Proceeds from sale of operating properties54,402 111,440 
Proceeds from sale of operating lease 6,943 
Insurance proceeds 12,677 
Net cash (used in) provided by investing activities(55,996)60,055 
CASH FLOWS FROM FINANCING ACTIVITIES  
Debt repayments(87,567)(3,907)
Debt issuance costs(2,298)(2,643)
Distributions to partners(27,961)(83,916)
Taxes withheld for vested restricted units(1,461)(633)
Borrowings under unsecured credit facility250,000  
Proceeds from mortgage loan borrowings90,250  
Repurchase of common shares(54,141) 
Proceeds related to the issuance of common shares205 253 
Payment for redemption of units (5,978)
Net cash provided by (used in) financing activities167,027 (96,824)
Net increase in cash and cash equivalents and restricted cash185,860 78,824 
Cash and cash equivalents and restricted cash at beginning of period485,136 457,522 
Cash and cash equivalents and restricted cash at end of period$670,996 $536,346 

See notes to consolidated financial statements (unaudited).
11


Nine Months Ended September 30,
20202019
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION  
Cash payments for interest, net of amounts capitalized of $513 and $1,277, respectively
$52,771 $48,776 
Cash payments for income taxes482 1,589 
NON-CASH INVESTING AND FINANCING ACTIVITIES
Accrued capital expenditures included in accounts payable and accrued expenses7,330 13,444 
Write-off of fully depreciated and impaired assets10,748 43,625 
Mortgage debt forgiven in refinancing30,000  
Assumption of debt through the acquisition of real estate72,473  
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH
Cash and cash equivalents at beginning of period$432,954 $440,430 
Restricted cash at beginning of period 52,182 17,092 
Cash and cash equivalents and restricted cash at beginning of period $485,136 $457,522 
Cash and cash equivalents at end of period$646,432 $441,561 
Restricted cash at end of period24,564 94,785 
Cash and cash equivalents and restricted cash at end of period$670,996 $536,346 

 See notes to consolidated financial statements (unaudited).

12


URBAN EDGE PROPERTIES AND URBAN EDGE PROPERTIES LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.ORGANIZATION

Urban Edge Properties (“UE”, “Urban Edge” or the “Company”) (NYSE: UE) is a Maryland real estate investment trust focused on managing, developing, redeveloping, and acquiring retail real estate in urban communities, primarily in the New York metropolitan area. 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 September 30, 2020, Urban Edge owned approximately 96.1% of the outstanding common OP Units with the remaining limited OP Units held by members of management, Urban Edge’s Board of Trustees and contributors of property interests acquired. Urban Edge serves as the sole general partner of the Operating Partnership. The third-party unitholders have limited rights over the Operating Partnership such that they do not have characteristics of a controlling financial interest. As such, the Operating Partnership is considered a variable interest entity (“VIE”), and the Company is the primary beneficiary which consolidates it. The Company’s only investment is the Operating Partnership. The VIE’s assets can be used for purposes other than the settlement of the VIE’s obligations and the Company’s partnership interest is considered a majority voting interest.
As of September 30, 2020, our portfolio consisted of 72 shopping centers, four malls and two warehouse parks, totaling approximately 15.1 million square feet (“sf”).
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 nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2020. 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, 2019, as filed with the Securities Exchange Commission (“SEC”).
The consolidated balance sheets as of September 30, 2020 and December 31, 2019 reflect the consolidation of wholly-owned subsidiaries and those entities in which we have a controlling financial interest. The consolidated statements of income for the three and nine months ended September 30, 2020 and 2019 include the consolidated accounts of the Company and the Operating Partnership. 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.
The Company includes real estate impairment charges, and casualty losses (gains) resulting from natural disasters in Casualty and impairment loss, net on its consolidated statements of income for the nine months ended September 30, 2019 as reflected in this Quarterly Report on Form 10-Q. Refer to Note 9 and Note 10 to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q for information regarding real estate impairment charges and casualty losses (gains), respectively.
Our primary business is the ownership, management, redevelopment, development and operation of retail shopping centers and malls. We do not distinguish our primary business or group our operations on a geographical basis for purposes of measuring performance. The Company’s chief operating decision maker reviews operating and financial information for each property on an individual basis and therefore, each property represents an individual operating segment. None of our tenants accounted for more than 10% of our revenue or property operating income as of September 30, 2020. We aggregate all of our properties into one reportable segment due to their similarities with regard to the nature and economics of the properties, tenants and operations, as well as long-term average financial performance.
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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 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 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 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. In light of the recent and ongoing COVID-19 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. 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, including receivables arising from the straight-lining of rents, are written-off directly when management deems that 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 adjustment effectively reduces cumulative income recognized since lease commencement from an accrual basis to cash basis. In addition, future revenue recognition is limited to amounts paid by the lessee. We will generally return to an accrual basis of accounting, if and when, all delinquent payments become current under the terms of the lease agreement and collectability of substantially all the remaining contractual lease payments is reasonably probable.

During the three and nine months ended September 30, 2020, rental revenue deemed uncollectible of $8.4 million and $21.5 million, respectively, was classified as a reduction to rental revenue based on our assessment of the probability of collecting substantially all of the remaining rents for certain tenants. Additionally, we recognized write-offs of $4.7 million and $10.7 million, respectively, related to receivables arising from the straight-lining of rents as a result of tenants impacted by the COVID-19 pandemic.

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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 September 30, 2020, the Company did not have any material outstanding financial instruments. The adoption of ASU 2016-13 has had no 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 do not expect the adoption of ASU 2019-12 to have a material impact on our consolidated financial statements and disclosures.

In March 2020, the FASB issued ASU 2020-04 Reference Rate Reform (ASC 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. ASU 2020-04 is 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, 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 whether 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 deferrals, 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 is evaluating its election on a disaggregated basis, with such election applied consistently to leases with similar characteristics and similar circumstances. As of September 30, 2020, the Company granted rent deferrals with an aggregate deferral amount of $2.6 million, with $2.4 million accounted for under the receivable approach by electing the Lease Modification Q&A and $0.2 million accounted for as modifications due to term extensions of the leases. The Company also granted abatements with an aggregate abatement amount of $0.8 million as of September 30, 2020, with $0.4 million accounted for under short term arrangements, $0.1 million accounted for under the variable approach and $0.3 million accounted for 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.

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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 nine months ended September 30, 2019, no acquisitions were completed by the Company. During the nine months ended September 30, 2020, we closed on the following acquisitions:
Date PurchasedProperty NameCityStateSquare FeetPurchase Price
(in thousands)
February 12, 2020Kingswood CenterBrooklynNY130,000 $90,212 
February 12, 2020Kingswood CrossingBrooklynNY110,000 77,077 
2020 Total$167,289 
(1)
(1) The total purchase price for the properties acquired during the nine months ended September 30, 2020 includes $2.5 million of transaction costs incurred related to the acquisitions.

On February 12, 2020, the Company acquired Kingswood Center and Kingswood Crossing for $167.3 million, including transaction costs. The properties are located along Kings Highway in the Midwood neighborhood 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 matures in 2028.

A portion of the acquisition of Kingswood Crossing was completed as a reverse Section 1031 like-kind exchange. We entered into a reverse Section 1031 like-kind exchange agreement with third-party intermediaries, which, for a maximum of 180 days, allowed us to defer for tax purposes, gains on the sale of other properties identified and sold within the period. Until the earlier of the termination of the exchange agreements or 180 days after the respective acquisition dates, the third-party intermediaries are the legal owner of the properties; however, we controlled the activities that most significantly impact each property and retained all of the economic benefits and risks associated with each property. Therefore, at the date of acquisition, we determined that we were the primary beneficiary of these variable interest entities and consolidated the properties and their operations as of the acquisition date.

The aggregate purchase price of the above property acquisitions has been allocated as follows:
Property NameLandBuildings and improvements
Identified intangible assets(1)
Identified intangible liabilities(1)
Debt premiumTotal Purchase Price
(in thousands)
Kingswood Center$15,690 $76,766 $9,263 $(4,534)$(6,973)$90,212 
Kingswood Crossing8,150 64,159 4,768   77,077 
2020 Total$23,840 $140,925 $14,031 $(4,534)$(6,973)$167,289 
(1) As of September 30, 2020, the remaining weighted average amortization periods of the identified intangible assets and identified intangible liabilities acquired were 8.7 years and 10.8 years, respectively.

Dispositions
During the nine months ended September 30, 2020, we disposed of three properties and received proceeds of $58.1 million, net of selling costs, resulting in a $39.8 million net gain on sale of real estate. The sale of all three dispositions were completed as 1031 exchanges with Kingswood Crossing as a result of the sales occurring within 180 days of the Company’s acquisition.
During the three months ended September 30, 2019, we disposed of six properties and received proceeds of $77.6 million, net of selling costs, resulting in a $39.7 million net gain on sale of real estate. During the nine months ended September 30, 2019, we disposed of eight properties and received proceeds of $111.4 million, net of selling costs, resulting in a $68.2 million net gain on sale of real estate.
During the three and nine months ended September 30, 2019, the Company also sold its lessee position in one of its ground leases and received proceeds of $6.9 million, net of selling costs, and derecognized the lease’s ROU asset and corresponding
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lease liability. We recognized a gain on sale of lease of $1.8 million on our consolidated statements of income during the three and nine months ended September 30, 2019 as a result of the sale.

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 $54.9 million and $125.8 million, respectively, as of September 30, 2020 and $48.1 million and $128.8 million, respectively, as of December 31, 2019.

Amortization of acquired below-market leases, net of acquired above-market leases resulted, in additional rental income of $2.3 million and $6.8 million for the three and nine months ended September 30, 2020 and $2.1 million and $13.9 million for the same periods in 2019.
 
Amortization of acquired in-place leases inclusive of customer relationships resulted in additional depreciation and amortization expense of $2.1 million and $6.3 million for the three and nine months ended September 30, 2020, and $1.7 million and $5.7 million for the same periods in 2019.

The following table sets forth the estimated annual amortization income and expense related to intangible assets and liabilities for the remainder of 2020 and the five succeeding years:
(Amounts in thousands)Below-MarketAbove-MarketIn-Place Lease
YearOperating Lease AmortizationOperating Lease AmortizationAmortization
2020(1)
$2,430 $(257)$(2,174)
20219,681 (860)(7,595)
20229,605 (495)(5,995)
20239,559 (386)(4,859)
20249,324 (321)(4,366)
20259,151 (142)(3,732)
(1) Remainder of 2020.

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6.     MORTGAGES PAYABLE AND UNSECURED DEBT
 
The following is a summary of mortgages payable as of September 30, 2020 and December 31, 2019.
 Interest Rate atSeptember 30,December 31,
(Amounts in thousands)MaturitySeptember 30, 202020202019
First mortgages secured by: 
Variable rate
Cherry Hill (Plaza at Cherry Hill)(1)
5/24/20221.76%$28,930 $28,930 
Westfield (One Lincoln Plaza)(1)
5/24/20221.76%4,730 4,730 
Woodbridge (Plaza at Woodbridge)(1)
5/25/20221.76%55,340 55,340 
Jersey City (Hudson Commons)(2)
11/15/20242.06%28,724 29,000 
Watchung(2)
11/15/20242.06%26,742 27,000 
Bronx (1750-1780 Gun Hill Road)(2)
12/1/20242.06%25,295 24,500 
Total variable rate debt169,761 169,500 
Fixed rate
Bergen Town Center - West, Paramus4/8/20233.56%300,000 300,000 
Bronx (Shops at Bruckner)5/1/20233.90%10,510 10,978 
Jersey City (Hudson Mall)(4)
12/1/20235.07%23,085 23,625 
Yonkers Gateway Center(5)
4/6/20244.16%28,897 30,122 
Las Catalinas(8)
8/6/20247.43%128,822 129,335 
Brick12/10/20243.87%50,000 50,000 
North Plainfield12/10/20253.99%25,100 25,100 
Middletown12/1/20263.78%31,400 31,400 
Rockaway12/1/20263.78%27,800 27,800 
East Hanover (200 - 240 Route 10 West)12/10/20264.03%63,000 63,000 
North Bergen (Tonnelle Ave)4/1/20274.18%100,000 100,000 
Manchester6/1/20274.32%12,500 12,500 
Millburn6/1/20273.97%23,488 23,798 
Totowa12/1/20274.33%50,800 50,800 
Woodbridge (Woodbridge Commons)12/1/20274.36%22,100 22,100 
East Brunswick12/6/20274.38%63,000 63,000 
East Rutherford1/6/20284.49%23,000 23,000 
Brooklyn (Kingswood Center)(6)
2/6/20285.07%71,916  
Hackensack3/1/20284.36%66,400 66,400 
Marlton12/1/20283.86%37,400 37,400 
East Hanover Warehouses12/1/20284.09%40,700 40,700 
Union (2445 Springfield Ave)12/10/20284.01%45,600 45,600 
Freeport (Freeport Commons)12/10/20294.07%43,100 43,100 
Montehiedra(9)
6/1/20305.00%81,571 83,202 
Montclair8/15/20303.15%7,250  
Garfield12/1/20304.14%40,300 40,300 
Mt Kisco(3)
11/15/20346.40%13,090 13,488 
Montehiedra (junior loan)(9)
% 30,000 
Total fixed rate debt1,430,829 1,386,748 
 Total mortgages payable1,600,590 1,556,248 
Unamortized debt issuance costs(10,286)(10,053)
Total mortgages payable, net of unamortized debt issuance costs1,590,304 1,546,195 
Unsecured credit facilities:
Revolving credit agreement(7)
1/29/20241.21%250,000  
Total unsecured credit facilities250,000  
Total debt outstanding$1,840,304 $1,546,195 
(1)Bears interest at one month LIBOR plus 160 bps. The mortgage loans encumbered by these properties were modified during the second quarter of 2020 to contain a payment deferral period from June 1, 2020 through August 1, 2020.
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(2)Bears interest at one month LIBOR plus 190 bps. The mortgage loans encumbered by these properties were modified during the second quarter of 2020 to contain an interest-only payment period from May 1, 2020 through July 1, 2020.
(3)The mortgage payable balance on the loan secured by Mt Kisco includes $0.9 million of unamortized debt discount as of both September 30, 2020 and December 31, 2019. The effective interest rate including amortization of the debt discount is 7.31% as of September 30, 2020.
(4)The mortgage payable balance on the loan secured by Hudson Mall includes $0.8 million and $1.0 million of unamortized debt premium as of September 30, 2020 and December 31, 2019, respectively. The effective interest rate including amortization of the debt premium is 3.91% as of September 30, 2020.
(5)The mortgage payable balance on the loan secured by Yonkers Gateway Center includes $0.5 million and $0.6 million of unamortized debt premium as of September 30, 2020 and December 31, 2019, respectively. The effective interest rate including amortization of the debt premium is 3.74% as of September 30, 2020.
(6)The mortgage payable balance on the loan secured by Kingswood Center includes $6.4 million of unamortized debt premium as of September 30, 2020. The effective interest rate including amortization of the debt premium is 3.74% as of September 30, 2020.
(7)Bears interest at one month LIBOR plus 1.05% as of September 30, 2020.
(8)In April 2020, the non-recourse mortgage loan on Las Catalinas Mall was defaulted on and became subject to incremental default interest of 3.00% while the outstanding balance remains unpaid. We currently remain in active negotiations with the special servicer and no determination has been made as to the timing or ultimate resolution of this matter.
(9)On June 1, 2020, we refinanced the mortgage secured by The Outlets at Montehiedra in Puerto Rico, whereby the $30 million junior loan plus accrued interest of $5.4 million was forgiven and the senior loan was replaced by a new $82 million 10-year fixed rate mortgage, bearing interest at 5.00%.

The net carrying amount of real estate collateralizing the above indebtedness amounted to approximately $1.3 billion as of September 30, 2020. 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 September 30, 2020, we were in compliance with all debt covenants with the exception of those related to our mortgage loan on Las Catalinas Mall. The mortgage on Las Catalinas Mall has been in default since April 2020.

As of September 30, 2020, the principal repayments of the Company’s total outstanding debt for the next five years and thereafter are as follows:
(Amounts in thousands) 
Year Ending December 31,
2020(1)
$3,067 
202112,956 
2022101,490 
2023347,158 
2024529,208 
202535,382 
Thereafter821,329 
(1) Remainder of 2020.

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

In March 2020, the Company borrowed $250 million under the Agreement. As of September 30, 2020, $350 million of credit remained available to be drawn. Financing costs associated with executing the Agreement of $3.6 million and $3.9 million as of September 30, 2020 and December 31, 2019, respectively, are included in deferred financing costs, net in the consolidated balance sheets.

On June 3, 2020, we entered into a third amendment to the Agreement, which among other things, modifies certain definitions and the measurement period for certain financial covenants to a trailing four-quarter period instead of the most recent quarter period annualized. 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.
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Subsequent to September 30, 2020, the Company repaid its $250 million outstanding borrowings under the Agreement.

Mortgage on The Outlets at Montehiedra
During the second quarter of 2020, we completed the refinancing of our non-recourse mortgage on The Outlets at Montehiedra (“Montehiedra”) in Puerto Rico. Prior to the refinancing, the mortgage was comprised of an $83 million senior loan bearing interest at 5.33% and a $30 million junior loan bearing interest at 3.00%, plus total accrued interest of $5.7 million. Under the payoff provisions of the prior mortgage, the $30 million junior loan plus accrued interest of $5.4 million on the junior loan was forgiven and the senior loan was replaced by a new $82 million 10-year fixed rate mortgage, bearing interest at 5.00%. As a result of the transaction, we recognized a net gain on extinguishment of debt of $34.9 million during the nine months ended September 30, 2020, comprised of the forgiven $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 incurred.

The Company has provided a $12.5 million corporate guarantee if and only when Sears Holding Corporation (“Kmart”) vacates or stops paying rent. The guarantee will be released should certain financial metrics at Montehiedra be achieved even if the Kmart box remains vacant. Irrespective of whether Kmart vacates or stops paying rent, the guarantee amortizes commensurate with the loan amortization schedule and will reduce to zero in approximately six years.

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. Pursuant to the loan agreement, the loan is in default, is subject to incremental default interest, which increased the interest rate from 4.43% to 7.43% while the outstanding balance remains unpaid, and the lender has the ability to accelerate the full loan balance. We have accrued interest of $5.3 million related to this mortgage, which is included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheet as of September 30, 2020. We currently remain in active negotiations with the special servicer and no determination has been made as to the timing or ultimate resolution of this matter.

Mortgage on property in Montclair, NJ
On August 6, 2020, the Company obtained a 10-year non-recourse mortgage loan of $7.3 million at a rate of 3.15% on its property in Montclair, NJ.

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. 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 any alternative minimum tax, which, for corporations, was repealed under the Tax Cuts and Jobs Act (“TCJA”) and may not be able to qualify as a REIT for the four subsequent taxable years. The Company is subject to certain foreign and state and local income taxes, including on its two Puerto Rico malls, which are included in income tax benefit (expense) in the consolidated statements of income. The Company is also subject to certain other taxes, including state and local franchise taxes which are included in general and administrative expenses in the consolidated statements of income.

For U.S. federal income tax purposes, the REIT and other minority members are partners in the Operating Partnership. As such, the partners are required to report their share of taxable income on their respective tax returns. However, during the nine months ended September 30, 2020, certain non-real estate operating activities that could not be performed by the REIT, occurred through the Company’s taxable REIT subsidiary (“TRS”), and the Company’s TRS is subject to federal, state and local income taxes. These income taxes are included in the income tax expense in the consolidated statements of income.
On June 1, 2020, the Company completed a mortgage refinancing of its mall in Puerto Rico, The Outlets at Montehiedra. The debt forgiven as a part of this refinancing resulted in a write-down to our Puerto Rico tax basis in the mall equal to such amount of debt forgiven and the recognition of a deferred tax liability on the Company’s consolidated balance sheet, which amounted to $10.3 million as of September 30, 2020. Refer to Note 6 to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q for further information on the refinancing.
On June 5, 2020, the Company completed a legal entity restructuring of Montehiedra. Prior to the legal entity restructuring, our two Puerto Rico malls were held in a special partnership for Puerto Rico tax purposes (the general partner being a qualified REIT subsidiary or “QRS”) and subject to a 29% non-resident withholding tax which is included in income tax benefit
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(expense) in the consolidated statements of income. The legal entity restructuring resulted in a step up in our Puerto Rico tax basis in Montehiedra and the recognition of a deferred tax asset on the Company’s consolidated balance sheet, which amounted to $23.7 million as of September 30, 2020. As a result of the legal entity restructuring of Montehiedra, the Operating Partnership, and therefore, the REIT and the other minority partners, are now deemed to be engaged in a trade or business in Puerto Rico with respect to their allocable share of Montehiedra’s net income and, as such, required to file Puerto Rico income tax returns. The REIT will be subject to regular Puerto Rico corporate income taxes on its allocable share of Montehiedra’s operating activities as opposed to the former 29% non-resident withholding tax on the net income from such operating activities allocated to the Operating Partnership. The Puerto Rico corporate income tax consists of a flat 18.5% tax rate plus a graduated income surcharge tax for a maximum corporate income tax rate of 37.5%. In addition, the REIT is subject to a 10% branch profit tax on the earnings and profits generated from Montehiedra and such tax is included in income tax expense in the consolidated statements of income. Our other Puerto Rico property, Las Catalinas Mall, continues to be taxed as a special partnership and is subject to the 29% non-resident withholding tax.
Together, the refinancing and legal entity restructuring transactions resulted in a deferred tax asset, net of $13.4 million and the Company recognized an accompanying Puerto Rico income tax benefit on the Company’s consolidated statements of income during the nine months ended September 30, 2020.
As a result of the Montehiedra refinancing, the Company recognized a gain on extinguishment of debt for U.S. federal income tax purposes and implemented various tax planning strategies to limit its impact on the Company’s overall U.S. federal taxable income. The strategies implemented resulted in the recognition of a state and local income tax liability and corresponding deferred tax asset for the REIT of $1.7 million during the three and nine months ended September 30, 2020.

A reduction of the carrying amounts of deferred tax assets by a valuation allowance is required, if based on the evidence available, it is more likely than not (a likelihood of more than 50 percent) that some portion or all of the deferred tax assets will not be realized. A valuation allowance for deferred tax assets is provided if the Company believes that it is more likely than not that it will not realize the tax benefit of deferred tax assets based on available evidence at the time the determination is made. A change in circumstances may cause the Company to change its judgment about whether a deferred tax asset will more likely than not be realized by the Company. During the three months ended September 30, 2020, the Company recorded a $1.7 million valuation allowance against the deferred tax asset attributable to the REIT’s state and local income tax liability incurred from strategies implemented to limit the impact of the Montehiedra refinancing on the Company’s U.S. federal taxable income. As of September 30, 2020, the Company’s total valuation allowance was $1.7 million.

For the three and nine months ended September 30, 2020, the REIT’s state and local income tax expense was $1.7 million and the Puerto Rico income tax benefit was $1.3 million and $14.8 million, respectively. For the three and nine months ended September 30, 2019, the Puerto Rico income tax expense was $0.1 million and $1.2 million, respectively. All amounts for the three and nine months ended September 30, 2020 and 2019 are included in income tax benefit (expense) on the consolidated statements of income.

8.     LEASES

All rental revenue was generated from operating leases for the three and nine months ended September 30, 2020 and September 30, 2019, respectively. The components of rental revenue for the three and nine months ended September 30, 2020 and 2019 were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
 (Amounts in thousands)
2020201920202019
Rental Revenue
Fixed lease revenue$53,396 $66,478 $174,141 $209,858 
Variable lease revenue21,963 24,291 67,483 79,707 
Total rental revenue$75,359 $90,769 $241,624 $289,565 

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
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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 no financial assets or liabilities measured at fair value on a recurring or non-recurring basis as of September 30, 2020 and December 31, 2019.

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, mortgages payable and unsecured credit facility borrowings. Cash and cash equivalents are carried at cost, which approximates fair value. The fair values of our mortgages payable and unsecured credit facility borrowings are calculated by discounting the future contractual cash flows of these instruments using current risk-adjusted rates available to borrowers with similar credit ratings, which are provided by a third-party specialist. The fair value of cash and cash equivalents is classified as Level 1 and the fair values of mortgages payable and unsecured credit facility borrowings are classified as Level 2. The table below summarizes the carrying amounts and fair value of these financial instruments as of September 30, 2020 and December 31, 2019.
 As of September 30, 2020As of December 31, 2019
(Amounts in thousands)Carrying AmountFair ValueCarrying AmountFair Value
Assets:    
Cash and cash equivalents$646,432 $646,432 $432,954 $432,954 
Liabilities:    
Mortgages payable(1)
$1,600,590 $1,617,137 $1,556,248 $1,590,503 
Unsecured credit facility250,000 250,000 — — 
(1) Carrying amounts exclude unamortized debt issuance costs of $10.3 million and $10.1 million as of September 30, 2020 and December 31, 2019, respectively.
Nonfinancial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
We assess the carrying value of our properties for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. Such events and changes include macroeconomic conditions, 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.
No impairment charges were recognized during the three and nine months ended September 30, 2020.
During the three months ended June 30, 2019, the Company recognized impairment charges of $18.7 million on two retail properties that the Company intended to market and sell. The impairment loss was calculated as the difference between the assets’ individual carrying values and the estimated aggregated fair values of $28.5 million, less estimated selling costs. We also recognized a $4.0 million impairment charge on an additional property during the three months ended March 31, 2019 as a result of the loss of a significant tenant at the property. The valuation of these properties were based on comparable sale transactions in the properties’ surrounding areas. The Company believes the inputs utilized to measure the fair values were reasonable in the context of applicable market conditions, however due to the significance of the unobservable inputs in the overall fair value measures, including market conditions and expectations for growth, the Company determined that such fair value measurements are classified as Level 3. The impairment charges are included as an expense within casualty and impairment loss, net on our consolidated statements of income for the nine months ended September 30, 2019.

10.     COMMITMENTS AND CONTINGENCIES
There are various legal actions against us in the ordinary course of business. After consultation with legal counsel, we have concluded that the outcome of such matters will not have a material adverse effect on our financial condition, results of operations or cash flows.

Redevelopment
As of September 30, 2020, we had approximately $132.4 million of active development, redevelopment and anchor repositioning projects under way, of which $91.3 million remains to be funded. Further, while we have identified future projects
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in our development pipeline, we are under no obligation to execute and fund any of these projects and each of these projects is being reevaluated considering market conditions. The Company has updated many of its active project stabilization dates to reflect the impact of the COVID-19 pandemic on its contractors, tenants and vendors.

Insurance 
The Company maintains (i) general liability insurance with limits of $200 million for properties in the U.S. and Puerto Rico, (ii) all-risk property insurance with limits of $500 million per occurrence and in the aggregate for properties in the U.S. and $147 million for properties in Puerto Rico, subject to the terms, conditions, exclusions, deductibles and sub-limits when applicable for certain perils such as floods and earthquakes, (iii) pollution insurance with limits of $50 million for properties in the U.S. and Puerto Rico and (iv) numerous other insurance policies including trustees’ and officers’ insurance, cyber, workers’ compensation and automobile-related liabilities insurance. The Company’s insurance includes coverage for acts of terrorism but excludes coverage for nuclear, biological, chemical or radiological terrorism events as defined by the Terrorism Risk Insurance Program Reauthorization Act, which expires in December 2020. The Company’s coverage for certain cybersecurity losses provides first and third-party coverage including network interruption, event management, cyber extortion and claims for media content, security and privacy liability.
The Company’s coverage for pollution related losses provides certain remediation and business interruption coverage for specified pollution incidents, which includes the presence of viruses. The Company has filed insurance claims related to COVID-19 and is pursuing available coverage.
Insurance premiums are typically charged directly to each of the retail properties and warehouses but not all of the cost of such premiums are recovered. The Company is responsible for deductibles, losses in excess of insurance coverage, and the portion of premiums not 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 financial condition.
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 $1.0 million and $2.7 million on our consolidated balance sheets as of September 30, 2020 and December 31, 2019, 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.

Tornado-Related Charges 
On June 13, 2018, a tornado hit our shopping center in Wilkes-Barre, PA, damaging approximately 13% of the property’s gross leasable area. During the nine months ended September 30, 2019, the Company settled the related insurance claim with its carrier for $5.5 million. Of this amount, the Company recognized $4.8 million as a casualty gain in the nine months ended September 30, 2019. As part of the settlement, the Company recognized $0.3 million as business interruption proceeds within rental revenue for the nine months ended September 30, 2019.
Hurricane-Related Charges
On September 20, 2017, Hurricane Maria made landfall, damaging our two properties in Puerto Rico. In June 2019, the Company reached a settlement agreement with its carrier regarding its final insurance recovery related to Hurricane Maria for $14.3 million, of which $3.3 million was previously received, subject to deductibles of $2.3 million. We recognized an $8.7 million casualty gain in the nine months ended September 30, 2019 as a result of the remaining insurance proceeds from the settlement agreement for our two malls in Puerto Rico.


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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.
The Company has concentrated operations in the New York metropolitan area and, although local and state governments implemented various phased reopening plans for nonessential businesses during the third quarter of 2020, certain tenants continued to face adverse financial consequences from reduced business operations and social distancing requirements as a result of the COVID-19 pandemic. As of November 3, 2020, 98% of our portfolio's gross leasable area was open for business and the Company collected approximately 83% of third quarter rental revenue billed and 86% of October rental revenue billed. As of September 30, 2020, the Company executed rent deferrals with an aggregate deferral amount of $2.6 million and a weighted average payback period of approximately six months. Additionally, as of September 30, 2020, the Company executed rent abatements with an aggregate abatement amount of $0.8 million.
The Company currently remains in active discussions and negotiations with its impacted tenants and anticipates granting further rent concessions or other lease-related relief, such as the deferral of lease payments for a period of time to be paid over the remaining term of the lease. We are evaluating rent relief requests on a case-by-case basis, however not all requests for rent relief may be granted. 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 deferrals that may not be collected.
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. During the three and nine months ended September 30, 2020, rental revenue deemed uncollectible of $8.4 million and $21.5 million, respectively, was classified as a reduction to rental revenue based on our assessment of the probability of collecting substantially all of the remaining rents for certain tenants. Additionally, we recognized write-offs of $4.7 million and $10.7 million, respectively, related to receivables arising from the straight-lining of rents as a result of tenants impacted by the COVID-19 pandemic.

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 or financial hardships and filed for Chapter 11 bankruptcy protection during the three and nine months ended September 30, 2020. 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. Specifically, Century 21 Department Stores LLC (“Century 21”) filed for Chapter 11 bankruptcy protection on September 10, 2020. Prior to bankruptcy, the Company had one lease with Century 21 in Paramus, NJ comprising approximately 157,000 sf, which generated $4.4 million in annual rental revenue. In connection with the bankruptcy, the Company recognized a write-off of $2.5 million of receivables arising from the straight-lining of rents, and recognized $0.9 million and $2.1 million as rental revenue deemed uncollectible (classified within rental revenue) for the three and nine months ended September 30, 2020. Additionally, 24 Hour Fitness USA, Inc. (“24 Hour Fitness”) filed for Chapter 11 bankruptcy protection on June 15, 2020. Prior to bankruptcy, the Company had one lease with 24 Hour Fitness in Paramus, NJ comprising approximately 54,000 sf, which generated $3.1 million in annual rental revenue. In connection with the bankruptcy, the Company recognized a write-off of $3.5 million of receivables arising from the straight-lining of rents, and recognized $0.5 million and $1.3 million as rental revenue deemed uncollectible (classified within rental revenue) for the three and nine months ended September 30, 2020, respectively. Subsequent to the third quarter, 24 Hour Fitness communicated its intentions to continue operations at the Company's location.








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11.     PREPAID EXPENSES AND OTHER ASSETS

The following is a summary of the composition of the prepaid expenses and other assets in the consolidated balance sheets:
Balance at
(Amounts in thousands)September 30, 2020December 31, 2019
Other assets$7,520 $7,460 
Deferred tax asset, net(1)
10,023  
Real estate held for sale 6,574 
Deposits for acquisitions 10,000 
Prepaid expenses:
Real estate taxes6,806 6,491 
Insurance3,107 1,520 
Licenses/fees1,711 1,655 
Total Prepaid expenses and other assets$29,167 $33,700 
(1) The balance as of September 30, 2020 comprises the deferred tax asset, net resulting from the refinancing and restructuring transactions, which occurred in June 2020 at the Company's mall in Puerto Rico, The Outlets at Montehiedra, offset by the property’s preexisting deferred tax liability, net balance and valuation allowance.


12.     ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES

The following is a summary of the composition of accounts payable, accrued expenses other liabilities in the consolidated balance sheets:
Balance at
(Amounts in thousands)September 30, 2020December 31, 2019
Deferred tenant revenue$24,942 $26,224 
Accrued interest payable9,958 9,729 
Accrued capital expenditures and leasing costs9,777 7,893 
Security deposits6,129 5,814 
Deferred tax liability, net(1)
283 5,137 
Accrued payroll expenses5,900 5,851 
Other liabilities and accrued expenses11,407 15,996 
Total accounts payable, accrued expenses and other liabilities$68,396 $76,644 
(1) The balance as of December 31, 2019 comprises the deferred tax liabilities, net in connection with the Company’s two malls in Puerto Rico, with a $4.0 million net liability resulting from The Outlets at Montehiedra and $1.1 million net liability resulting from Las Catalinas Mall. As a result of the refinancing and restructuring transactions which occurred in June 2020 at The Outlets at Montehiedra, the Company’s deferred tax liability, net balance as of September 30, 2020 exclusively comprises Las Catalinas Mall.


13.     INTEREST AND DEBT EXPENSE
 
The following table sets forth the details of interest and debt expense in the consolidated statements of income:
 Three Months Ended September 30,Nine Months Ended September 30,
(Amounts in thousands)2020201920202019
Interest expense$17,433 $16,131 $51,771 $47,699 
Amortization of deferred financing costs703 730 2,113 2,170 
Total Interest and debt expense$18,136 $16,861 $53,884 $49,869 



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14.     EQUITY AND NONCONTROLLING INTEREST

Share Repurchase Program
In March 2020, the Company’s Board of Trustees authorized a share repurchase program for up to $200 million of the Company’s common shares. Under the program, the Company 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 third quarter of 2020, no shares were repurchased by the Company. Cumulative total purchases since inception are 5.9 million shares at a weighted average share price of $9.22 amounting to $54.1 million.

Dividends and Distributions
Beginning in the second quarter, we temporarily suspended our dividend 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 three months ended September 30, 2020. During the three months ended September 30, 2019, the Company declared distributions on our common shares and OP units of $0.22 per share/unit. During the nine months ended September 30, 2020 and 2019, respectively, the Company declared distributions on our common shares and OP units of $0.22 and $0.66 per share/unit in the aggregate.
Noncontrolling Interests in Operating Partnership
Noncontrolling interests in the Operating Partnership reflected on the consolidated balance sheets of the Company are comprised of OP units and limited partnership interests in the Operating Partnership in the form of LTIP unit awards. LTIP unit awards were granted to certain executives pursuant to our 2015 Omnibus Share Plan (the “Omnibus Share Plan”) and our 2018 Inducement Equity Plan (the “Inducement Plan”). OP units were issued to contributors in exchange for their property interests in connection with the Company’s property acquisitions in 2017.
The total of the OP units and LTIP units represent a 3.9% and 4.1% weighted-average interest in the Operating Partnership for the three and nine months ended September 30, 2020, respectively. Holders of outstanding vested LTIP units may, from and after two years from the date of issuance, redeem their LTIP units for cash, or for the Company’s common shares on a one-for-one basis, solely at our election. Holders of outstanding OP units may redeem their units for cash or the Company’s common shares on a one-for-one basis, solely at our election.
In connection with the separation from Vornado Realty L.P. (“VRLP”), the Company issued 5.7 million OP units, which represented a 5.4% interest in the Operating Partnership, to VRLP in exchange for interests in VRLP properties contributed by VRLP. On February 28, 2019, the Company issued 5.7 million common shares to VRLP, in exchange for an equal number of OP units after receiving a notice of redemption from VRLP. The issuance is exempt from registration in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended, on the basis that no public offering was made.
Noncontrolling Interest in Consolidated Subsidiaries
The noncontrolling interest relates to the 5% interest held by others in our property in Walnut Creek, CA (Mount Diablo). The net income (loss) attributable to noncontrolling interest is presented separately in our consolidated statements of income.


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15.     SHARE-BASED COMPENSATION

Share-Based Compensation Expense
Share-based compensation expense, which is included in general and administrative expenses in our consolidated statements of income, is summarized as follows:
Three Months Ended September 30,Nine Months Ended September 30,
(Amounts in thousands)2020201920202019
Share-based compensation expense components:
Restricted share expense$199 $297 $653 $1,384 
Stock option expense432 992 4,559 3,062 
LTIP expense(1)
1,023 1,171 6,323 3,374 
Performance-based LTI expense(2)
944 828 2,886 2,315 
Deferred share unit (“DSU”) expense6 22 42 134 
Total Share-based compensation expense$2,604 $3,310 $14,463 $10,269 
(1) LTIP expense includes the time-based portion of the 2018, 2019 and 2020 LTI Plans.
(2) Performance-based LTI expense includes the 2015 and 2017 OPP plans and the performance-based portion of the 2018, 2019 and 2020 LTI Plans.

The total share-based compensation expense recognized for the nine months ended September 30, 2020 includes $5.6 million of accelerated amortization of unvested equity awards in connection with the executive transition of our former President of Development and the amount for the nine months ended September 30, 2019 includes $0.4 million of accelerated amortization of unvested equity awards in connection with the executive transition of our former Chief Operating Officer. Equity award activity during the nine months ended September 30, 2020 included: (i) 2,208,304 stock options vested, (ii) 297,195 LTIP units granted, (iii) 341,022 LTIP units vested, (iv) 50,285 restricted shares vested and (v) 31,679 restricted shares granted.

2020 Long-Term Incentive Plan

On February 20, 2020, the Compensation Committee of the Board of Trustees of the Company approved the Company’s 2020 Long-Term Incentive Plan (“2020 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 (i) the passage of time (one-third of the fair value of the program) and (ii) performance goals tied to our relative and absolute total shareholder return (“TSR”) during the three-year performance period following their grant (two-thirds of the fair value of the program). The total grant date fair value under the 2020 LTI Plan was $8.8 million comprising performance-based and time-based awards.

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16.     EARNINGS PER SHARE AND UNIT

Urban Edge Earnings per Share
We have calculated earnings per share (“EPS”) under the two-class method. The two-class method is an earnings allocation methodology whereby EPS for each class of Urban Edge common shares and participating securities is calculated according to dividends declared and participating rights in undistributed earnings. Restricted shares issued pursuant to our share-based compensation program are considered participating securities, and as such have non-forfeitable rights to receive dividends.
The following table sets forth the computation of our basic and diluted earnings per share:
Three Months Ended September 30,Nine Months Ended September 30,
(Amounts in thousands, except per share amounts)2020201920202019
Numerator:
Net income (loss) attributable to common shareholders$(5,605)$54,040 $74,630 $106,148 
Less: (Earnings) loss allocated to unvested participating securities4 (43)(50)(89)
Net income (loss) available for common shareholders - basic$(5,601)$53,997 $74,580 $106,059 
Impact of assumed conversions:
OP and LTIP units   5,883 
Net income (loss) available for common shareholders - dilutive$(5,601)$53,997 $74,580 $111,942 
Denominator:
Weighted average common shares outstanding - basic116,625 121,087 118,033 119,259 
Effect of dilutive securities(1):
Restricted share awards 96 78 102 
Assumed conversion of OP and LTIP units   7,128 
Weighted average common shares outstanding - diluted116,625 121,183 118,111 126,489 
Earnings per share available to common shareholders:
Earnings (loss) per common share - Basic$(0.05)$0.45 $0.63 $0.89 
Earnings (loss) per common share - Diluted$(0.05)$0.45 $0.63 $0.89 
(1) For the three months ended September 30, 2019 and the three and nine months September 30, 2020, the effect of the redemption of OP and LTIP units for Urban Edge common shares would have an anti-dilutive effect on the calculation of diluted EPS. Accordingly, the impact of such redemption has not been included in the determination of diluted EPS for these periods.












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Operating Partnership Earnings per Unit
The following table sets forth the computation of basic and diluted earnings per unit:
Three Months Ended September 30,Nine Months Ended September 30,
(Amounts in thousands, except per unit amounts)2020201920202019
Numerator:
Net income (loss) attributable to unitholders$(5,830)$56,702 $78,003 $112,683 
Less: net (income) loss attributable to participating securities4 (43)(50)(89)
Net income (loss) available for unitholders$(5,826)$56,659 $77,953 $112,594 
Denominator:
Weighted average units outstanding - basic120,618 126,277 122,332 126,387 
Effect of dilutive securities issued by Urban Edge 96 78 102 
Unvested LTIP units  764 1 
Weighted average units outstanding - diluted120,618 126,373 123,174 126,490 
Earnings per unit available to unitholders:
Earnings (loss) per unit - Basic$(0.05)$0.45 $0.64 $0.89 
Earnings (loss) per unit - Diluted$(0.05)$0.45 $0.63 $0.89 

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

Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of future performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as “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 large and small businesses, particularly 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, as well as to individuals adversely impacted by the COVID-19 pandemic, (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 tenants to make rent and other payments or honor other commitments under existing leases, (d) the potential adverse impact on returns from redevelopment projects, and (e) the broader impact of the severe economic contraction and increase in unemployment that has occurred in the short term and negative consequences that will occur if these trends are not quickly reversed; (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; (iii) the ability and willingness of the Company’s tenants to renew their leases with the Company upon expiration, 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 the conditions under which potential tenants will be able to operate physical retail locations in future; (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 the recent significant decline in the Company’s share price from prices prior to the spread of the COVID-19 pandemic; (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 and other factors, including the potential phasing out of LIBOR after 2021; (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. 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, 2019 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 claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this 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. 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
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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 September 30, 2020, Urban Edge owned approximately 96.1% 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.
As of September 30, 2020, our portfolio consisted of 72 shopping centers, four malls and two warehouse parks, totaling approximately 15.1 million square feet.
Critical Accounting Policies and Estimates
The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 contains a description of our critical accounting policies, including accounting for real estate, leases and revenue recognition. For the nine months ended September 30, 2020, there were no material changes to these policies with the exception of our real estate policy, which has been included in Note 3 to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q.

Recent Accounting Pronouncements
Refer to Note 3 to the unaudited consolidated financial statements in Part I, Item I 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 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. There continues to be volatility and economic uncertainty in many markets. The current COVID-19 pandemic has increased volatility and uncertainty and has created significant economic disruption. The duration of measures taken to contain the pandemic, including mandatory business shut-downs, reduced business operations and social distancing is unknown as is the long-term consequence of such measures on consumer behavior. Specifically, the revenue and sales volume for our tenants identified as nonessential may decline significantly as demand for their services and products changes in the near term and potentially longer term. We are actively managing our business to respond to the ongoing economic and social impact and uncertainty relating to COVID-19 pandemic; however, our future near term and potentially longer term results of operations may be significantly adversely affected. See “Pandemic-Related Contingencies” under Liquidity and Capital Resources and “Item 1A. Risk Factors” for more information.






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The following provides an overview of our key financial metrics based on our consolidated results of operations (refer to Net Operating Income (“NOI”), same-property NOI and Funds From Operations applicable to diluted common shareholders (“FFO”) described later in this section):
Three Months Ended September 30,Nine Months Ended September 30,
(Amounts in thousands)2020201920202019
Net income (loss)$(5,830)$56,700 $78,003 $112,659 
FFO applicable to diluted common shareholders(1)
16,880 38,248 107,330 132,350 
NOI(2)
46,019 57,373 151,020 176,851 
Same-property NOI(2)
43,483 54,440 141,701 164,317 
(1) Refer to page 38 for a reconciliation to the nearest generally accepted accounting principles (“GAAP”) measure.
(2) Refer to page 37 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 $132.4 million, of which $41.1 million (or 31%) has been incurred as of September 30, 2020. 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. The estimated stabilization dates of these projects are our best estimate assuming activity is not further impeded by COVID-19 related restrictions. As of September 30, 2020, we have $91.3 million remaining to be funded on our active projects. Further, while we have identified future projects in our development pipeline, 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 nine months ended September 30, 2020, the Company acquired Kingswood Center and Kingswood Crossing for $167.3 million, including transaction costs. The properties are located along Kings Highway in the Midwood neighborhood of Brooklyn, NY. The Company plans to increase the value of these assets via lease up of existing vacancy, remerchandising where appropriate and maximizing the value of unused development rights. As part of the acquisition of Kingswood Center, we assumed a $65.5 million mortgage, which matures in 2028.
During the nine months ended September 30, 2020, we disposed of three properties and received proceeds of $58.1 million, net of selling costs, resulting in a $39.8 million net gain on sale of real estate. Proceeds from the dispositions, in addition to proceeds generated from some of the Company’s non-core asset sales in 2019, were used to acquire Kingswood Center and Kingswood Crossing via 1031 exchanges and allowed for the deferral of capital gains resulting from these sales.

Equity Activity
Equity award activity during the nine months ended September 30, 2020 included: (i) 2,208,304 stock options vested, (ii) 297,195 LTIP units granted, (iii) 341,022 LTIP units vested, (iv) 50,285 restricted shares vested and (v) 31,679 restricted shares granted. 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 20, 2020, the Compensation Committee of the Board of Trustees of the Company approved the Company’s 2020 LTI Plan. The 2020 LTI Plan is a multi-year, equity compensation program under which participants, including our Chairman and Chief Executive Officer, have the opportunity to earn awards in the form of LTIP units that vest based on the passage of time (one-third of the program) and performance goals tied to our relative and absolute total shareholder return (“TSR”) during the three-year performance period following their grant (two-thirds of the program). During the nine months ended September 30, 2020, the Company issued 630,774 performance-based LTIP units and 169,004 time-based LTIP units, respectively, in connection with the 2020 LTI Plan.
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. During the third quarter of 2020, no shares were repurchased by the Company. Cumulative total purchases since inception are 5.9 million shares at a weighted average share price of $9.22 amounting to $54.1 million. Refer to Note 14 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 share repurchase program.
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Comparison of the Three Months Ended September 30, 2020 to September 30, 2019
Net loss for the three months ended September 30, 2020 was $5.8 million, compared to net income of $56.7 million for the three months ended September 30, 2019. The following table summarizes certain line items from our consolidated statements of income that we believe are important in understanding our operations and/or those items which significantly changed in the three months ended September 30, 2020 as compared to the same period of 2019:
Three Months Ended September 30,
(Amounts in thousands)20202019$ Change
Total revenue$75,838 $91,243 $(15,405)
Gain on sale of real estate— 39,716 (39,716)
Interest income282 2,706 (2,424)
Interest and debt expense18,136 16,861 1,275 
Income tax expense459 53 406 
Total revenue decreased by $15.4 million to $75.8 million in the third quarter of 2020 from $91.2 million in the third quarter of 2019. The decrease is primarily attributable to:
$8.1 million increase in rental revenue deemed uncollectible;
$4.7 million increase in write-offs of receivables arising from the straight-lining of rents in connection with leases recognized on a cash basis;
$2.4 million net decrease in property rentals due to lease terminations and modifications, offset by rent commencements and contractual rent increases since the third quarter of 2019; and
$0.2 million decrease in tenant reimbursement income due to lower common area maintenance expenses.
We recognized a gain on sale of real estate of $39.7 million in the third quarter of 2019 due to the sale of six operating properties.
Interest income decreased by $2.4 million to $0.3 million in the third quarter of 2020 from $2.7 million in the third quarter of 2019. The decrease is primarily attributable to a decrease in interest rates.
Interest and debt expense increased by $1.3 million to $18.1 million in the third quarter of 2020 from $16.9 million in the third quarter of 2019. The increase is primarily attributable to:
$1.0 million incremental interest in connection with the default of our mortgage at Las Catalinas Mall in Puerto Rico in April 2020;
$0.8 million of interest resulting from the $250 million draw on the Company’s revolving credit agreement in March 2020; and
$0.8 million of interest due to the assumption of mortgage debt in connection with the acquisition of Kingswood Center in Brooklyn, NY in February 2020, partially offset by
$0.9 million interest decrease on variable-rate debt due to lower interest rates; and
$0.4 million interest decrease as a result of the refinancing of the mortgage secured by The Outlets at Montehiedra in June 2020.
Income tax expense increased by $0.4 million to $0.5 million in the third quarter of 2020 from $0.1 million in income tax expense in the third quarter of 2019. The increase is primarily attributable to state and local income tax expense resulting from tax strategies implemented to limit the impact from the cancellation of debt at the Outlets of Montehiedra on the Company’s U.S. federal taxable income, partially offset by an income tax benefit due to net losses at our Puerto Rico malls in the third quarter of 2020.











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Comparison of the Nine Months Ended September 30, 2020 to September 30, 2019
Net income for the nine months ended September 30, 2020 was $78.0 million, compared to net income of $112.7 million for the nine months ended September 30, 2019. The following table summarizes certain line items from our consolidated statements of income that we believe are important in understanding our operations and/or those items which significantly changed in the nine months ended September 30, 2019 as compared to the same period of 2019:
Nine Months Ended September 30,
(Amounts in thousands)20202019$ Change
Total revenue$242,817 $291,722 $(48,905)
Property operating expenses39,867 45,552 (5,685)
General and administrative36,600 28,943 7,657 
Casualty and impairment loss, net— 9,070 (9,070)
Gain on sale of real estate39,775 68,219 (28,444)
Interest income2,387 7,670 (5,283)
Interest and debt expense53,884 49,869 4,015 
Gain on extinguishment of debt34,908 — 34,908 
Income tax (benefit) expense(13,103)1,249 (14,352)
Total revenue decreased by $48.9 million to $242.8 million in the nine months ended September 30, 2020 from $291.7 million in the nine months ended September 30, 2019. The decrease is primarily attributable to:
$20.4 million increase in rental revenue deemed uncollectible;
$10.7 million increase in write-offs of receivables arising from the straight-lining of rents in connection to leases with rental revenue being recognized on a cash basis;
$7.4 million decrease in write-offs of below-market lease intangible liabilities related to recaptured leases;
$4.7 million decrease as a result of property dispositions net of acquisitions;
$4.1 million decrease in tenant reimbursement income due to lower common area maintenance expenses;
$0.8 million net decrease in other income due to a decrease in tenant bankruptcy settlement income; and
$0.8 million net decrease in property rentals due to lease terminations and modifications, offset by rent commencements and contractual rent increases.
Property operating expenses decreased by $5.7 million to $39.9 million in the nine months ended September 30, 2020 from $45.6 million in the nine months ended September 30, 2019. The decrease is primarily attributable to:
$5.1 million decrease in common area maintenance expenses primarily related to less snow and reduced operating costs due to temporary tenant closures in connection with COVID-19; and
$0.9 million decrease as a result of property dispositions net of acquisitions, partially offset by
$0.3 million increase in environmental compliance expenses.
General and administrative expenses increased by $7.7 million to $36.6 million in the nine months ended September 30, 2020 from $28.9 million in the nine months ended September 30, 2019. The increase is primarily attributable to:
$6.8 million net increase in executive transition costs including accelerated amortization of unvested equity awards;
$0.5 million net increase in salary expense; and
$0.4 million net increase in transaction, severance and other expenses.
We recognized a casualty and impairment loss, net of $9.1 million, in the in the nine months ended September 30, 2019 attributable to:
$22.7 million of real estate impairment charges recognized against the carrying values of three properties, partially offset by
$13.6 million from insurance settlements for Hurricane Maria at our two malls in Puerto Rico and for tornado damage at our shopping center in Wilkes-Barre, PA.
We recognized a gain on sale of real estate of $39.8 million in the nine months ended September 30, 2020 due to the sale of three operating properties and a gain on sale of real estate of $68.2 million in the nine months ended September 30, 2019 due to the sale of eight operating properties.
Interest income decreased by $5.3 million to $2.4 million in the nine months ended September 30, 2020 from $7.7 million in the nine months ended September 30, 2019. The decrease is primarily attributable to a decrease in interest rates.
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Interest and debt expense increased by $4.0 million to $53.9 million in the nine months ended September 30, 2020 from $49.9 million in the nine months ended September 30, 2019. The increase is primarily attributable to:
$2.1 million of interest resulting from the $250 million draw on the Company’s revolving credit agreement in March 2020;
$2.0 million incremental interest in connection with the default of our mortgage at Las Catalinas Mall in Puerto Rico in April 2020;
$1.6 million of interest due to the assumption of mortgage debt in connection with the acquisition of Kingswood Center in Brooklyn, NY in February 2020; and
$0.8 million decrease in interest capitalized due to the completion of development projects, partially offset by
$2.1 million interest decrease on variable-rate debt due to lower interest rates; and
$0.4 million interest decrease as a result of the refinancing of the mortgage secured by The Outlets at Montehiedra in June 2020.
We recognized a gain on extinguishment of debt of $34.9 million in the nine months ended September 30, 2020 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 expense decreased by $14.4 million resulting in an income tax benefit of $13.1 million in the nine months ended September 30, 2020 from $1.2 million of expense in the nine months ended September 30, 2019. The decrease is 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, in June 2020, partially offset by state and local income tax expense resulting from tax strategies implemented to limit the impact from the cancellation of debt at the Outlets of Montehiedra on the Company’s U.S. federal taxable income and the tax impact of the insurance settlement received in 2019 related to Hurricane Maria.



































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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 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 74 properties for the three months ended September 30, 2020 and 2019 and 73 properties for the nine months ended September 30, 2020 and 2019. 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 decreased by $11.0 million, or 20.1%, for the three months ended September 30, 2020 as compared to the three months ended September 30, 2019 and decreased by $22.6 million, or 13.8%, for the nine months ended September 30, 2020 as compared to the nine months ended September 30, 2019.













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The following table reconciles net income (loss) to NOI and same-property NOI for the three and nine months ended September 30, 2020 and 2019, respectively.
Three Months Ended September 30,Nine Months Ended September 30,
(Amounts in thousands)2020201920202019
Net income (loss)$(5,830)$56,700 $78,003 $112,659 
Management and development fee income from non-owned properties(404)(280)(1,003)(940)
Other expense 257 251 713 799 
Depreciation and amortization22,888 21,496 69,658 65,893 
General and administrative expense8,700 8,353 36,600 28,943 
Casualty and impairment loss, net(1)
— — — 9,070 
Gain on sale of real estate— (39,716)(39,775)(68,219)
Gain on sale of lease— (1,849)— (1,849)
Interest income(282)(2,706)(2,387)(7,670)
Interest and debt expense18,136 16,861 53,884 49,869 
Gain on extinguishment of debt— — (34,908)— 
Income tax (benefit) expense459 53 (13,103)1,249 
Non-cash revenue and expenses2,095 (1,790)3,338 (12,953)
NOI(2)
46,019 57,373 151,020 176,851 
Adjustments:
Non-same property NOI(3)
(2,285)(2,559)(8,561)(10,981)
Tenant bankruptcy settlement income and lease termination income(251)(374)(758)(1,553)
Same-property NOI$43,483 $54,440 $141,701 $164,317 
NOI related to properties being redeveloped702 658 2,055 1,793 
Same-property NOI including properties in redevelopment$44,185 $55,098 $143,756 $166,110 
(1) The nine months ended September 30, 2019 reflect real estate impairment losses, offset by insurance proceeds for Hurricane Maria at our two malls in Puerto Rico and for tornado damage at our shopping center in Wilkes-Barre, PA.
(2) The Company has historically defined this metric as “Cash NOI.” There have been no changes to the calculation.
(3) Non-same property NOI includes NOI related to properties being redeveloped and properties acquired or disposed in the period.

















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Funds From Operations
FFO was $16.9 million for the three months ended September 30, 2020 compared to $38.2 million for the three September 30, 2019. FFO was $107.3 million for the nine months ended September 30, 2020 compared to $132.4 million for the nine months ended September 30, 2019.
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.
Three Months Ended September 30,Nine Months Ended September 30,
(Amounts in thousands)2020201920202019
Net income (loss)$(5,830)$56,700 $78,003 $112,659 
Less net (income) loss attributable to noncontrolling interests in:
Operating partnership225 (2,662)(3,373)(6,535)
Consolidated subsidiaries— — 24 
Net income (loss) attributable to common shareholders(5,605)54,040 74,630 106,148 
Adjustments:
Rental property depreciation and amortization22,710 21,262 69,102 65,233 
Gain on sale of real estate— (39,716)(39,775)(68,219)
Real estate impairment loss— — — 22,653 
Limited partnership interests in operating partnership(1)
(225)2,662 3,373 6,535 
FFO applicable to diluted common shareholders$16,880 $38,248 $107,330 $132,350 
(1) Represents earnings (losses) 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.




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Liquidity and Capital Resources

Due to the nature of our business, the cash generated from operations is primarily paid to our shareholders and unitholders of the Operating Partnership in the form of distributions. Our status as a REIT requires that we generally distribute at least 90% of our REIT’s ordinary taxable income each year. 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 on many factors, such as maintaining our REIT status, our financial condition, earnings, capital requirements, debt service obligations, limitations under our financing arrangements, industry practice, legal requirements, regulatory constraints, and other factors. Our Board of Trustees declared a quarterly dividend of $0.22 per common share and OP unit for the first quarter of 2020. As a result of COVID-19 and the future uncertainties it has generated, the Company has temporarily suspended quarterly dividend distributions and did not declare a quarterly dividend for the second quarter or third quarter of 2020. The Company’s Board of Trustees will continue to monitor the Company’s financial performance and economic outlook and, at a later date, intends to reinstate a regular quarterly dividend of at least the amount required to continue qualifying as a REIT for US federal income tax purposes.

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. As discussed in more detail below, the effects of COVID-19 and the actions taken to minimize its spread have had an adverse impact on our short-term cash flow as a significant number of our tenants have not paid rent that was due in the second quarter and third quarter of 2020, and such efforts could have a significant longer term adverse impact on our cash flow and financial condition. Specifically, as of November 3, 2020, the Company collected approximately 83% of third quarter rental revenue billed and 86% of October rental revenue billed. Other sources of liquidity to fund cash requirements include proceeds from financings, equity offerings and asset sales.
Our short-term liquidity requirements consist of normal recurring operating expenses, lease obligations, regular debt service requirements, recurring expenditures (general & administrative expenses), expenditures related to leasing activity and distributions to shareholders and unitholders of the Operating Partnership. Our long-term capital requirements consist primarily of maturities under our long-term debt agreements, development and redevelopment costs and potential acquisitions.
At September 30, 2020, we had cash and cash equivalents, including restricted cash, of $671 million and $350 million available under our line of credit:
(Amounts in thousands)September 30, 2020
Revolving credit agreement(1)
Total commitment amount$600,000 
Available capacity(2)
$350,000 
MaturityJanuary 29, 2024
(1) Refer to Note 6 to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q.
(2) Subsequent to September 30, 2020, the Company repaid its $250 million outstanding borrowings under the Agreement, which increased the available borrowing capacity under the Agreement to $600 million.

The Company continues to monitor the COVID-19 pandemic and its impact on our overall liquidity position and outlook. The ultimate impact COVID-19 may have on our operational and financial performance over the next 12 months is currently uncertain and will depend on certain developments, including, among others, the magnitude and duration of the COVID-19 pandemic and its impact on our tenants, including the adverse financial consequences from reduced business operations and social distancing requirements, which may impact a tenant’s ability to generate sales at sufficient levels to cover operating costs. In light of the various uncertainties resulting from the COVID-19 pandemic, the Company borrowed $250 million under its existing $600 million revolving credit agreement in March 2020 as a precautionary measure to increase the Company's cash position and facilitate financial flexibility. Our ability to utilize amounts available under our revolving credit facility will depend on our continued compliance with the applicable financial covenants and other terms of our revolving credit agreement, which may be impacted by tenant store closures and failure of tenants to pay rent. The proceeds are available to use for working capital and other corporate purposes if the Company experiences a material decrease in cash flow from property rental income as operational disruptions may persist into the future. The borrowings on the revolving credit facility were fully repaid subsequent to September 30, 2020. We have no debt scheduled to mature until 2022. We currently believe that cash on hand, revolving credit agreement available borrowings 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.

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On March 27, 2020, the President of the United States signed the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"), a substantial tax-and-spending package intended to provide additional economic stimulus to address the impact of the COVID-19 pandemic. The Company has not applied for or received any loans authorized under the CARES Act; however, the Company may avail itself of certain tax provisions in the CARES Act that may be used to reduce taxable income.

Summary of Cash Flows
Cash and cash equivalents, including restricted cash, was $671.0 million at September 30, 2020, compared to $485.1 million at December 31, 2019 and $536.3 million at September 30, 2019, an increase of $185.9 million and $134.7 million, respectively. Our cash flow activities are summarized as follows:
Nine Months Ended September 30,
(Amounts in thousands)20202019$ Change
Net cash provided by operating activities$74,829 $115,593 $(40,764)
Net cash (used in) provided by investing activities(55,996)60,055 (116,051)
Net cash provided by (used in) financing activities167,027 (96,824)263,851 
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 $74.8 million for the nine months ended September 30, 2020 decreased by $40.8 million from $115.6 million as of September 30, 2019, due to the timing and deferral of cash receipts and payments by tenants impacted by the COVID-19 pandemic, including the impact of recovery income.
Investing Activities
Net cash flow used in investing activities is impacted by the timing and extent of our real estate development, capital improvements, and acquisition and disposition activities during the period.
Net cash used in investing activities of $56.0 million for the nine months ended September 30, 2020, decreased by $116.1 million compared to net cash provided by investing activities of $60.1 million for the nine months ended September 30, 2019 primarily due to (i) $92.1 million increase in cash used in the acquisition of real estate, (ii) $57.0 million decrease in cash provided by the sale of properties, (iii) $12.7 million decrease in insurance proceeds due to proceeds received for physical property damages in the nine months ended September 30, 2019 and (iv) $6.9 million decrease in cash provided due to the sale of an operating lease in 2019, partially offset by (v) $52.7 million decrease in cash used for real estate development and capital improvements at existing properties.

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 provided by financing activities of $167.0 million for the nine months ended September 30, 2020, increased by $263.9 million from cash used in financing activities of $96.8 million for the nine months ended September 30, 2019 primarily due to (i) $250.0 million of cash borrowings provided under the Company’s revolving credit agreement, (ii) $90.3 million of proceeds from borrowings under mortgage loans, (iii) $56.0 million decrease in distributions to partners due to the temporary suspension of dividends, (iv) $6.0 million of cash paid to redeem units in 2019 and (v) $0.3 million decrease in cash used in issuing debt, partially offset by (vi) $83.7 million increase in debt repayments, (vii) $54.1 million of cash paid to repurchase common shares in 2020 and (viii) $0.8 million increase in tax withholdings on vested restricted stock.







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Financing Activities and Contractual Obligations
Below is a summary of our outstanding debt and weighted average interest rates as of September 30, 2020.
(Amounts in thousands)Principal balance at September 30, 2020Weighted Average Interest Rate at September 30, 2020
Mortgages payable:
Fixed rate debt$1,430,829 4.43%
Variable rate debt(1)
169,761 1.90%
Total mortgages payable1,600,590 4.43%
Unamortized debt issuance costs(10,286)
Total mortgages payable, net of unamortized debt issuance costs1,590,304 
Unsecured credit facilities:
Revolving credit agreement(2)
250,000 1.21%
Total unsecured credit facilities250,000 1.21%
Total debt outstanding$1,840,304 3.76%
(1) As of September 30, 2020, $80.8 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) As of September 30, 2020, the borrowings on our revolving credit agreement were subject to one month LIBOR plus 1.05%.

The net carrying amount of real estate collateralizing the above indebtedness amounted to approximately $1.3 billion as of September 30, 2020. 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 September 30, 2020, we were in compliance with all debt covenants with the exception of those related to our mortgage loan on Las Catalinas Mall. The mortgage on Las Catalinas Mall has been in default since April 2020.

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. Borrowings under the Agreement are subject to interest at LIBOR plus an applicable margin of 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.

On June 3, 2020, we entered into a third amendment to the Agreement. The third amendment, among other things, modifies certain definitions and the measurement period for certain financial covenants to a trailing four-quarter period instead of the most recent quarter period annualized. 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. As a result, if cash revenue recognized during a trailing four-quarter period declines significantly from historical amounts, we may be required to repay all outstanding amounts and lose access to our revolving credit facility unless we obtain a waiver. 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 12 months even if we are required to repay all outstanding borrowings under the Agreement.

In March 2020, we borrowed $250 million under the Agreement and $350 million remains available for withdrawal. Subsequent to September 30, 2020, the Company repaid its $250 million outstanding borrowings under the Agreement.

In the event that LIBOR is discontinued, 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.



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Capital Expenditures
The following summarizes capital expenditures presented on a cash basis for the nine months ended September 30, 2020 and 2019:
Nine Months Ended September 30,
(Amounts in thousands)20202019
Capital expenditures:
Development and redevelopment costs$8,984 $55,640 
Capital improvements7,677 10,736 
Tenant improvements and allowances1,605 4,629 
Total capital expenditures$18,266 $71,005 

As of September 30, 2020, we had approximately $132.4 million of active redevelopment, development and anchor repositioning projects at various stages of completion, an increase of $66.8 million from $65.6 million of projects as of December 31, 2019. We have advanced these projects and incurred $5.4 million of additional spend since December 31, 2019. We anticipate spending an additional $91.3 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 maintains (i) general liability insurance with limits of $200 million for properties in the U.S. and Puerto Rico, (ii) all-risk property insurance with limits of $500 million per occurrence and in the aggregate for properties in the U.S. and $147 million for properties in Puerto Rico, subject to the terms, conditions, exclusions, deductibles and sub-limits when applicable for certain perils such as floods and earthquakes, (iii) pollution insurance with limits of $50 million for properties in the U.S. and Puerto Rico and (iv) numerous other insurance policies including trustees’ and officers’ insurance, cyber, workers’ compensation and automobile-related liabilities insurance. The Company’s insurance includes coverage for acts of terrorism but excludes coverage for nuclear, biological, chemical or radiological terrorism events as defined by the Terrorism Risk Insurance Program Reauthorization Act, which expires in December 2020. The Company’s coverage for certain cybersecurity losses provides first and third-party coverage including network interruption, event management, cyber extortion and claims for media content, security and privacy liability.
The Company’s coverage for pollution related losses provides certain remediation and business interruption coverage for specified pollution incidents, which includes the presence of viruses. The Company has filed insurance claims related to COVID-19 and is pursuing available coverage.
Insurance premiums are typically charged directly to each of the retail properties and warehouses but not all of the cost of such premiums are recovered. The Company is responsible for deductibles, losses in excess of insurance coverage, and the portion of premiums not 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 financial condition.
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 $1.0 million and $2.7 million on our consolidated balance sheets as of September 30, 2020 and December 31, 2019, respectively, for remediation costs for environmental contamination at certain properties. While this accrual reflects our best estimates of the potential costs of remediation at these properties, there can be no assurance that the actual costs will not exceed these amounts. Although we are not aware of any other material environmental contamination,
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there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites, or changes in cleanup requirements would not result in significant costs to us.

Tornado-Related Charges 
On June 13, 2018, a tornado hit our shopping center in Wilkes-Barre, PA, damaging approximately 13% of the property’s gross leasable area. During the nine months ended September 30, 2019, the Company settled the related insurance claim with its carrier for $5.5 million. Of this amount, the Company recognized $4.8 million as a casualty gain in the nine months ended September 30, 2019. As part of the settlement, the Company recognized $0.3 million as business interruption proceeds within rental revenue for the nine months ended September 30, 2019.

Hurricane-Related Charges
On September 20, 2017, Hurricane Maria made landfall, damaging our two properties in Puerto Rico. In June 2019, the Company reached a settlement agreement with its carrier regarding its final insurance recovery related to Hurricane Maria for $14.3 million, of which $3.3 million was previously received, subject to deductibles of $2.3 million. We recognized an $8.7 million casualty gain in the nine months ended September 30, 2019 as a result of the remaining insurance proceeds from the settlement agreement for our two malls in Puerto Rico.

Pandemic-Related Contingencies
The Company has concentrated operations in the New York metropolitan area and, although local and state governments implemented various phased reopening plans for nonessential businesses during the third quarter of 2020, certain tenants continued to face adverse financial consequences from reduced business operations and social distancing requirements as a result of the COVID-19 pandemic. As of November 3, 2020, 98% of our portfolio's gross leasable area (97% as measured by annualized base rent) was open for business and the Company collected approximately 83% of third quarter rental revenue billed and 86% of October rental revenue billed. The Company currently remains in active discussions and negotiations with its impacted tenants and anticipates granting further rent concessions or other lease-related relief, such as the deferral of lease payments for a period of time to be paid over the remaining term of the lease. We are evaluating rent relief requests on a case-by-case basis and not all requests for rent relief may be granted. To the extent we grant additional requests for rent relief, either in the form of rent deferral or abatement, or to the extent our tenants default on their lease obligations, it may have a negative impact on our rental revenue and net income. As of November 3, 2020, we have executed or approved an approximate total of 116 rent deferrals for an aggregate deferral amount of $7.1 million.
The following table sets forth information regarding the collection status of amounts billed to tenants during the three months ended September 30, 2020 as of September 30, 2020:
(in thousands)Three Months Ended September 30, 2020
Tenant TypeTenant Billings% Collected
National $68,390 83 %
Regional 9,858 72 %
Mom and pop 7,009 65 %
Local franchise 5,549 63 %
Temporary 1,137 80 %
Total portfolio$91,943 79 %
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. During the three and nine months ended September 30, 2020, rental revenue deemed uncollectible of $8.4 million and $21.5 million, respectively, was classified as a reduction to rental revenue based on our assessment of the probability of collecting substantially all of the remaining rents for certain tenants. Additionally, the Company recognized write-offs of $4.7 million and $10.7 million, respectively, related to receivables arising from the straight-lining of rents as a result of tenants impacted by the COVID-19 pandemic.
We anticipate a decline in our percentage rent earned throughout 2020 as a result of reduced sales volumes from temporary store closures and changes in consumer behavior. Percentage rent accounted for less than 1% of rental revenue for the nine months ended September 30, 2020 and 2019, respectively, and totaled $4.0 million for the year ended December 31, 2019.
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.

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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 or financial hardships and filed for Chapter 11 bankruptcy protection during the three and nine months ended September 30, 2020. 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. Specifically, Century 21 filed for Chapter 11 bankruptcy protection on September 10, 2020. Prior to bankruptcy, the Company had one lease with Century 21 in Paramus, NJ comprising approximately 157,000 sf, which generated $4.4 million in annual rental revenue. In connection with the bankruptcy, the Company recognized a write-off of $2.5 million of receivables arising from the straight-lining of rents and recognized $0.9 million and $2.1 million as rental revenue deemed uncollectible (classified within rental revenue) for the three and nine months ended September 30, 2020. Additionally, 24 Hour Fitness USA, Inc. (“24 Hour Fitness”) filed for Chapter 11 bankruptcy protection on June 15, 2020. Prior to bankruptcy, the Company had one lease with 24 Hour Fitness in Paramus, NJ comprising approximately 54,000 sf, which generated $3.1 million in annual rental revenue. In connection with the bankruptcy, the Company recognized a write-off of $3.5 million of receivables arising from the straight-lining of rents and recognized $0.5 million and $1.3 million as rental revenue deemed uncollectible (classified within rental revenue) for the three and nine months ended September 30, 2020, respectively. Subsequent to the third quarter, 24 Hour Fitness communicated its intentions to continue operations at the Company's location.

Inflation and Economic Condition Considerations
Most of our leases contain provisions designed to partially mitigate the impact of inflation. Although inflation has been low in recent periods and has had a minimal impact on the performance of our shopping centers, 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 increases in the Consumer Price Index or similar inflation indices.

Off-Balance Sheet Arrangements
We do not have any material off-balance sheet arrangements as of September 30, 2020 or December 31, 2019.

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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We have exposure to fluctuations in interest rates, which are sensitive to many factors that are beyond our control. The following table discusses our exposure to hypothetical changes in market rates of interest on interest expense for our variable rate debt and fixed-rate debt. 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.
20202019
(Amounts in thousands)September 30, BalanceWeighted Average Interest RateEffect of 1% Change in Base RatesDecember 31, BalanceWeighted Average Interest Rate
Variable rate unsecured debt$250,000 1.21%$2,500 $— —%
Variable rate mortgages169,761 1.90%1,698 169,500 3.45%
Fixed rate mortgages1,430,829 4.43%— 
(2)
1,386,748 4.12%
$1,850,590 
(1)
$4,198 $1,556,248 
(1)
(1) Excludes unamortized debt issuance costs of $10.3 million and $10.1 million as of September 30, 2020 and December 31, 2019, 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 $14.3 million based on outstanding balances as of September 30, 2020.

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 September 30, 2020, 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 September 30, 2020, the estimated fair value of our consolidated debt was $1.9 billion, including revolving credit agreement borrowings.

Other Market Risks

As of September 30, 2020, 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 September 30, 2020 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 September 30, 2020, future estimates of fair value and the amounts which may be paid or realized in the future may differ significantly from amounts presented.

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ITEM 4.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures (Urban Edge Properties)
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the 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 September 30, 2020 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.
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 September 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS
We are party to various legal actions that arise in the ordinary course of business. In our opinion, after consultation with legal counsel, the outcome of such matters is not expected to have a material adverse effect on our financial position, results of operations or cash flows.
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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, 2019 filed with the SEC on February 12, 2020, other than those disclosed below.
Actual or perceived threats associated with epidemics, pandemics or other public health crises, including the COVID-19 pandemic, could have a material adverse effect on our and our tenants’ business, financial condition, results of operations, cash flow, liquidity, and ability to access the capital markets and satisfy debt service obligations.
Epidemics, pandemics or other public health crises, including the recent COVID-19 pandemic, that impact economic and market conditions, particularly in the markets where our properties are located, and preventative measures taken to alleviate their impact, including mandatory business shutdowns, “shelter-in-place” or “stay-at-home” orders issued by local, state or federal authorities, may have a material adverse effect on our and our tenants’ business, financial condition, results of operations, liquidity, and ability to access capital markets and satisfy debt service obligations.
Our retail tenants depend on in-person interactions with their customers, and the COVID-19 pandemic has decreased customer willingness to visit, and mandated “shelter-in-place” or “stay-at-home” orders have prevented customers from visiting, our tenants’ businesses, which has and may continue to negatively impact their profitability or cash flow and ability make timely rental payments to us. As a result of our concentrated operations in the New York metropolitan area, the extent and magnitude, or perception, of the impact of the current COVID-19 pandemic on our and our tenants’ business is heightened. As of November 3, 2020, 98% of our portfolio's gross leasable area (97% as measured by annualized base rent) was open for business. We remain in active discussions and negotiations with our impacted tenants and anticipate granting further rent concessions or other lease-related relief. As of November 3, 2020, we have executed or approved an approximate total of 116 rent deferrals for an aggregate deferral amount of $7.1 million; however, the full financial impact of such rent relief is currently unknown. As of November 3, 2020 the Company collected approximately 83% of third quarter rental revenue billed and 86% of October rental revenue billed, respectively. We have experienced and expect to continue to experience a decline in our percentage rent throughout 2020 as a result of reduced sales volume from temporary store closures and changes in consumer behavior.
Moreover, the ongoing COVID-19 pandemic and restrictions intended to prevent and mitigate its spread have had, and could have, additional adverse effects on our business, including with regards to:
the ability and willingness of our tenants to renew their leases upon expiration, our ability to re-lease the properties on the same or better terms in the event of nonrenewal or in the event we exercise our right to replace an existing tenant, and obligations we may incur in connection with the replacement of 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 the conditions under which potential tenants will be able to operate physical retail locations in the future;
anticipated returns from development and redevelopment projects, which have been temporarily delayed and may, in some cases, be abandoned;
the broader impact of the severe economic contraction due to the COVID-19 pandemic, the resulting increase in unemployment that has occurred and its effect on consumer behavior, and the negative consequences that will occur if these trends are not timely reversed;
macroeconomic conditions, such as a disruption of, or lack of access to, the capital markets as well as the significant decline in our share price from prices prior to the spread of the COVID-19 pandemic;
our decision to pay dividends at all, or pay them in stock, which in the case of the latter may result in our shareholders having a tax liability with respect to such dividends that exceeds the amount of cash received, if any;
our ability to pay down, refinance, restructure or extend our indebtedness as it becomes due and potential limitations on our ability to borrow funds under our existing credit facility as a result of covenants relating to our financial results in the second quarter of 2020 or future quarters; and
potential reduction in our operating effectiveness as employees work remotely or if key personnel become unavailable due to illness or other personal circumstances related to COVID-19.
The COVID-19 pandemic and restrictions intended to prevent and mitigate its spread have already had a significant adverse impact on economic and market conditions around the world, including the United States and markets where our properties are located and could further trigger a period of sustained global and U.S. economic downturn or recession. While the rapid developments regarding the COVID-19 pandemic preclude any prediction as to its ultimate adverse impact, the current economic, political and social environment presents material risks and uncertainties with respect to our and our tenants’
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business, financial condition, results of operations, cash flows, liquidity and ability to access the capital markets and satisfy debt service obligations.
To the extent any of these risks and uncertainties adversely impact us in the ways described above or otherwise, they may also have the effect of heightening many of the other risks described under the section entitled “Item 1A. Risk Factors” in our most recent annual report on Form 10-K for the year ended December 31, 2019.
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ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Urban Edge Properties
(a) Recent Sales of Unregistered Securities: Not applicable.
(b) Use of Proceeds from Sales of Registered Securities: Not applicable.
(c) Issuer Purchases of Equity Securities: In March 2020, the Company’s Board of Trustees authorized a share repurchase program for up to $200 million of the Company’s shares, which 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. Refer to Note 14 to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q. Cumulative total purchases since inception are 5.9 million shares at a weighted average share price of $9.22 amounting to $54.1 million.

Urban Edge Properties LP
(a) Recent Sales of Unregistered Securities: Not applicable.
(b) Use of Proceeds from Sales of Registered Securities: Not applicable.
(c) Issuer Purchases of Equity Securities: Not applicable.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.    MINE SAFETY DISCLOSURES
Not applicable.
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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 NumberExhibit Description
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.
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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: November 5, 2020
URBAN EDGE PROPERTIES LP
By: Urban Edge Properties, General Partner
/s/ Mark Langer
Mark Langer, Chief Financial Officer
Date: November 5, 2020




51
Document

EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Jeffrey S. Olson, certify that:
1.    I have reviewed this Quarterly Report on Form 10-Q of Urban Edge Properties;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles;
c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of trustees (or persons performing the equivalent functions):
a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 5, 2020
/s/ Jeffrey S. Olson
Jeffrey S. Olson
Chairman of the Board of Trustees and Chief Executive Officer of Urban Edge Properties


Document

EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Mark Langer, certify that:
1.    I have reviewed this Quarterly Report on Form 10-Q of Urban Edge Properties;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles;
c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of trustees (or persons performing the equivalent functions):
a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 5, 2020
/s/ Mark Langer
Mark Langer
Chief Financial Officer of Urban Edge Properties



Document

EXHIBIT 31.3
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Jeffrey S. Olson, certify that:
1.    I have reviewed this Quarterly Report on Form 10-Q of Urban Edge Properties LP;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles;
c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of trustees (or persons performing the equivalent functions):
a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 5, 2020
/s/ Jeffrey S. Olson
Jeffrey S. Olson
Chairman of the Board of Trustees and Chief Executive Officer of Urban Edge Properties, general partner of Urban Edge Properties LP


Document

EXHIBIT 31.4
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Mark Langer, certify that:
1.    I have reviewed this Quarterly Report on Form 10-Q of Urban Edge Properties LP;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles;
c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of trustees (or persons performing the equivalent functions):
a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 5, 2020
/s/ Mark Langer
Mark Langer
Chief Financial Officer of Urban Edge Properties, general partner of Urban Edge Properties LP



Document

EXHIBIT 32.1
CERTIFICATION
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsection (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code)
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of Urban Edge Properties, hereby certifies, to such officer’s knowledge, that:

The Quarterly Report on Form 10-Q for the period ended September 30, 2020 (the “Report”) of Urban Edge Properties fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Urban Edge Properties.

November 5, 2020/s/ Jeffrey S. Olson
Name:Jeffrey S. Olson
Title:Chairman of the Board of Trustees and Chief Executive Officer of Urban Edge Properties
November 5, 2020/s/ Mark Langer
Name:Mark Langer
Title:Chief Financial Officer of Urban Edge Properties




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

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


Document

EXHIBIT 32.2
CERTIFICATION
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsection (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code)
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of Urban Edge Properties, hereby certifies, to such officer’s knowledge, that:

The Quarterly Report on Form 10-Q for the period ended September 30, 2020 (the “Report”) of Urban Edge Properties LP fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Urban Edge Properties LP.

November 5, 2020/s/ Jeffrey S. Olson
Name:Jeffrey S. Olson
Title:Chairman of the Board of Trustees and Chief Executive Officer of Urban Edge Properties, general partner of Urban Edge Properties LP
November 5, 2020/s/ Mark Langer
Name:Mark Langer
Title:Chief Financial Officer of Urban Edge Properties, general partner of Urban Edge Properties LP




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

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


v3.20.2
Cover Page - shares
9 Months Ended
Sep. 30, 2020
Oct. 30, 2020
Entity Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2020  
Document Transition Report false  
Entity File Number 001-36523  
Entity Registrant Name URBAN EDGE PROPERTIES  
Entity Incorporation, State or Country Code MD  
Entity Tax Identification Number 47-6311266  
Entity Address, Address Line One 888 Seventh Avenue  
Entity Address, City or Town New York  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 10019  
City Area Code (212)  
Local Phone Number 956-2556  
Title of 12(b) Security Common shares of beneficial interest, par value $0.01 per share  
Trading Symbol UE  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   116,701,311
Entity Central Index Key 0001611547  
Amendment Flag false  
Document Fiscal Year Focus 2020  
Document Fiscal Period Focus Q3  
Current Fiscal Year End Date --12-31  
Urban Edge Properties LP    
Entity Information [Line Items]    
Entity File Number 333-212951-01  
Entity Registrant Name URBAN EDGE PROPERTIES LP  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 36-4791544  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
v3.20.2
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Real estate, at cost:    
Land $ 527,749 $ 515,621
Buildings and improvements 2,332,337 2,197,076
Construction in progress 42,779 28,522
Furniture, fixtures and equipment 7,199 7,566
Total 2,910,064 2,748,785
Accumulated depreciation and amortization (719,755) (671,946)
Real estate, net 2,190,309 2,076,839
Right-of-use assets 77,183 81,768
Cash and cash equivalents 646,432 432,954
Restricted cash 24,564 52,182
Tenant and other receivables 24,376 21,565
Receivable arising from the straight-lining of rents 64,171 73,878
Identified intangible assets, net of accumulated amortization of $35,057 and $30,942, respectively 54,870 48,121
Deferred leasing costs, net of accumulated amortization of $17,054 and $16,560, respectively 19,618 21,474
Deferred financing costs, net of accumulated amortization of $4,540 and $3,765, respectively 3,625 3,877
Prepaid expenses and other assets 29,167 33,700
Total assets 3,134,315 2,846,358
Liabilities:    
Mortgages payable, net 1,590,304 1,546,195
Unsecured credit facility borrowings 250,000 0
Lease liabilities 75,965 79,913
Accounts payable, accrued expenses and other liabilities 68,396 76,644
Identified intangible liabilities, net of accumulated amortization of $69,368 and $62,610, respectively 125,766 128,830
Total liabilities 2,110,431 1,831,582
Commitments and contingencies
Shareholders’ equity:    
Common shares: $0.01 par value; 500,000,000 shares authorized and 116,701,311 and 121,370,125 shares issued and outstanding, respectively 1,166 1,213
Additional paid-in capital 987,436 1,019,149
Accumulated deficit (4,593) (52,546)
Noncontrolling interests:    
Operating partnership 39,451 46,536
Partners’ capital:    
Consolidated subsidiaries 424 424
Total equity 1,023,884 1,014,776
Total liabilities and equity 3,134,315 2,846,358
Urban Edge Properties LP    
Real estate, at cost:    
Buildings and improvements 2,332,337 2,197,076
Construction in progress 42,779 28,522
Furniture, fixtures and equipment 7,199 7,566
Total 2,910,064 2,748,785
Accumulated depreciation and amortization (719,755) (671,946)
Real estate, net 2,190,309 2,076,839
Right-of-use assets 77,183 81,768
Cash and cash equivalents 646,432 432,954
Restricted cash 24,564 52,182
Tenant and other receivables 24,376 21,565
Receivable arising from the straight-lining of rents 64,171 73,878
Identified intangible assets, net of accumulated amortization of $35,057 and $30,942, respectively 54,870 48,121
Deferred leasing costs, net of accumulated amortization of $17,054 and $16,560, respectively 19,618 21,474
Deferred financing costs, net of accumulated amortization of $4,540 and $3,765, respectively 3,625 3,877
Prepaid expenses and other assets 29,167 33,700
Total assets 3,134,315 2,846,358
Liabilities:    
Mortgages payable, net 1,590,304 1,546,195
Unsecured credit facility borrowings 250,000 0
Lease liabilities 75,965 79,913
Accounts payable, accrued expenses and other liabilities 68,396 76,644
Identified intangible liabilities, net of accumulated amortization of $69,368 and $62,610, respectively 125,766 128,830
Total liabilities 2,110,431 1,831,582
Commitments and contingencies
Shareholders’ equity:    
Accumulated deficit (6,154) (56,166)
Partners’ capital:    
General partner: 116,701,311 and 121,370,125 units outstanding, respectively 988,602 1,020,362
Limited partners: 4,676,787 and 5,833,318 units outstanding, respectively 41,012 50,156
Total partners’ capital 1,023,460 1,014,352
Consolidated subsidiaries 424 424
Total equity 1,023,884 1,014,776
Total liabilities and equity $ 3,134,315 $ 2,846,358
v3.20.2
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Accumulated depreciation, identifiable intangible assets $ 35,057 $ 30,942
Accumulated amortization, deferred leasing costs 17,054 16,560
Accumulated amortization, deferred financing costs 4,540 3,765
Accumulated amortization, identified intangible liabilities $ 69,368 $ 62,610
Common stock, par value (in dollars per share) $ 0.01  
Common stock, shares authorized (in shares) 500,000,000  
Common stock, shares, outstanding (in shares) 116,701,311 121,370,125
Urban Edge Properties LP    
Accumulated depreciation, identifiable intangible assets $ 35,057 $ 30,942
Accumulated amortization, deferred leasing costs 17,054 16,560
Accumulated amortization, deferred financing costs 4,540 3,765
Accumulated amortization, identified intangible liabilities $ 69,368 $ 62,610
Common stock, shares, outstanding (in shares) 116,701,311 121,370,125
Limited Partners, units outstanding (in units) 4,676,787 5,833,318
v3.20.2
CONSOLIDATED STATEMENTS OF INCOME - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
REVENUE        
Rental revenue $ 75,359 $ 90,769 $ 241,624 $ 289,565
Total revenue 75,838 91,243 242,817 291,722
EXPENSES        
Depreciation and amortization 22,888 21,496 69,658 65,893
Real estate taxes 14,916 14,490 44,778 45,188
Property operating 13,436 14,075 39,867 45,552
General and administrative 8,700 8,353 36,600 28,943
Casualty and impairment loss, net(1) [1] 0 0 0 9,070
Lease expense 3,415 3,486 10,200 11,037
Total expenses 63,355 61,900 201,103 205,683
Gain on sale of real estate 0 39,716 39,775 68,219
Interest income 282 2,706 2,387 7,670
Interest and debt expense (18,136) (16,861) (53,884) (49,869)
Gain on extinguishment of debt 0 0 34,908 0
Income (loss) before income taxes (5,371) 56,753 64,900 113,908
Income tax benefit (expense) (459) (53) 13,103 (1,249)
Net income (loss) (5,830) 56,700 78,003 112,659
Less net (income) loss attributable to noncontrolling interests in:        
Operating partnership 225 (2,662) (3,373) (6,535)
Consolidated subsidiaries 0 2 0 24
Net income (loss) attributable to common shareholders $ (5,605) $ 54,040 $ 74,630 $ 106,148
Earnings per common share - Basic (in dollars per share) $ (0.05) $ 0.45 $ 0.63 $ 0.89
Earnings per common share - Diluted (in dollars per share) $ (0.05) $ 0.45 $ 0.63 $ 0.89
Weighted average shares outstanding - Basic (in shares) 116,625 121,087 118,033 119,259
Weighted average shares outstanding - Diluted (in shares) 116,625 121,183 118,111 126,489
Gain (Loss) on Termination of Lease $ 0 $ 1,849 $ 0 $ 1,849
Management and development fees        
REVENUE        
Revenues 404 280 1,003 940
Other income        
REVENUE        
Revenues 75 194 190 1,217
Urban Edge Properties LP        
REVENUE        
Rental revenue 75,359 90,769 241,624 289,565
Total revenue 75,838 91,243 242,817 291,722
EXPENSES        
Depreciation and amortization 22,888 21,496 69,658 65,893
Real estate taxes 14,916 14,490 44,778 45,188
Property operating 13,436 14,075 39,867 45,552
General and administrative 8,700 8,353 36,600 28,943
Casualty and impairment loss, net(1) [1] 0 0 0 9,070
Lease expense 3,415 3,486 10,200 11,037
Total expenses 63,355 61,900 201,103 205,683
Gain on sale of real estate 0 39,716 39,775 68,219
Interest income 282 2,706 2,387 7,670
Interest and debt expense (18,136) (16,861) (53,884) (49,869)
Gain on extinguishment of debt 0 0 34,908 0
Income (loss) before income taxes (5,371) 56,753 64,900 113,908
Income tax benefit (expense) (459) (53) 13,103 (1,249)
Net income (loss) (5,830) 56,700 78,003 112,659
Less net (income) loss attributable to noncontrolling interests in:        
Consolidated subsidiaries 0 2 0 24
Net income (loss) attributable to common shareholders $ (5,830) $ 56,702 $ 78,003 $ 112,683
Earnings per common share - Basic (in dollars per share) $ (0.05) $ 0.45 $ 0.64 $ 0.89
Earnings per common share - Diluted (in dollars per share) $ (0.05) $ 0.45 $ 0.63 $ 0.89
Weighted average shares outstanding - Basic (in shares) 120,618 126,277 122,332 126,387
Weighted average shares outstanding - Diluted (in shares) 120,618 126,373 123,174 126,490
Gain (Loss) on Termination of Lease $ 0 $ 1,849 $ 0 $ 1,849
Urban Edge Properties LP | Management and development fees        
REVENUE        
Revenues 404 280 1,003 940
Urban Edge Properties LP | Other income        
REVENUE        
Revenues $ 75 $ 194 $ 190 $ 1,217
[1] Refer to Note 2 to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q.
v3.20.2
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - USD ($)
Total
Urban Edge Properties LP
Urban Edge Properties LP
Accumulated Earnings (Deficit)
Urban Edge Properties LP
Consolidated Subsidiaries
Urban Edge Properties LP
General Partner
Urban Edge Properties LP
Limited Partners
Common Shares
Additional Paid-In Capital
Accumulated Earnings (Deficit)
Operating Partnership
Consolidated Subsidiaries
Operating Partnership
Urban Edge Properties LP
Limited Partners
Beginning balance (in shares) at Dec. 31, 2018             114,345,565          
Beginning balance (in shares) at Dec. 31, 2018         114,345,565 12,736,633            
Beginning balance at Dec. 31, 2018 $ 1,005,977,000 $ 1,005,977,000 $ (57,482,000) $ 449,000 $ 957,563,000 $ 105,447,000 [1] $ 1,143,000 $ 956,420,000 $ (52,857,000) $ 100,822,000 $ 449,000  
Increase (Decrease) in Stockholders' Equity [Roll Forward]                        
Net income attributable to common shareholders 106,148,000 112,683,000 112,683,000           106,148,000      
Net income attributable to noncontrolling interests 6,511,000 (24,000)   (24,000)           6,535,000 (24,000)  
Common units issued as a result of common shares issued by Urban Edge (in shares)         47,372              
Common units issued as a result of common shares issued by Urban Edge   (253,000) 101,000   $ (354,000)              
Units redeemed for common shares (in shares)         6,861,692 (6,861,692) 6,861,692          
Units redeemed for common shares 52,022,000 52,022,000     $ 54,748,000 $ (2,726,000) $ 68,000 54,680,000   (2,726,000)    
Limited partnership units issued, net (in shares)           276,287            
Limited partnership units issued, net   0                    
Reallocation of noncontrolling interests (52,022,000) (52,022,000)     4,077,000 $ (56,099,000) [1]   4,077,000   (56,099,000)    
Common shares issued (in shares)             47,372          
Common shares issued 253,000           $ 1,000 353,000 (101,000)      
Dividends to common shareholders (79,489,000)               (79,489,000)      
Distributions to redeemable NCI (4,427,000)                 (4,427,000)    
Distributions to Partners   (83,916,000) (83,916,000)                  
Share-based compensation expense 10,269,000 10,269,000 0   $ 4,579,000 $ 5,690,000 [1]   4,579,000   5,690,000    
Share-based awards retained for taxes (in shares)         (31,276)   (31,276)          
Distributions to redeemable NCI ($0.22 per unit) (633,000) (633,000)     $ (633,000)     (633,000)        
Ending balance (in shares) at Sep. 30, 2019         121,223,353 5,934,180 121,223,353          
Ending balance (in shares) at Sep. 30, 2019         121,223,353 5,793,230            
Ending balance at Sep. 30, 2019 1,035,713,000 1,035,713,000 (31,734,000) 425,000 $ 1,017,266,000 $ 49,756,000 [1] $ 1,212,000 1,016,054,000 (29,217,000) 47,239,000 425,000  
Increase (Decrease) in Stockholders' Equity [Roll Forward]                        
Partners' Capital Account, Redemptions, Cash (5,978,000) (5,978,000)     $ (3,422,000) $ (2,556,000)   (3,422,000)   (2,556,000)    
Partners' Capital Account, Units, Redeemed, Cash           (357,998)            
Beginning balance (in shares) at Jun. 30, 2019         121,171,003 6,201,228 121,171,003          
Beginning balance at Jun. 30, 2019 1,009,686,000 1,009,686,000 (60,461,000) 427,000 $ 1,016,682,000 $ 53,038,000 $ 1,212,000 1,015,470,000 (56,580,000) 49,157,000 427,000  
Increase (Decrease) in Stockholders' Equity [Roll Forward]                        
Net income attributable to common shareholders 54,040,000 56,702,000 56,702,000           54,040,000      
Net income attributable to noncontrolling interests 2,660,000 (2,000)   (2,000)           2,662,000 (2,000)  
Common units issued as a result of common shares issued by Urban Edge (in shares)         2,350              
Common units issued as a result of common shares issued by Urban Edge   61,000 31,000   $ 30,000              
Units redeemed for common shares (in shares)         50,000 (50,000) 50,000          
Units redeemed for common shares (2,291,000) (2,291,000)     $ 435,000 $ (2,726,000) $ 0 435,000   (2,726,000)    
Limited partnership units issued, net (in shares)           140,950            
Limited partnership units issued, net   0                    
Reallocation of noncontrolling interests 2,291,000 2,291,000     2,291,000 $ 0   2,291,000   0    
Common shares issued (in shares)             2,350          
Common shares issued             $ (61,000) (30,000) (31,000)      
Dividends to common shareholders (26,646,000)               (26,646,000)      
Distributions to redeemable NCI (1,298,000)                 (1,298,000)    
Distributions to Partners   (27,944,000) (27,944,000)                  
Share-based compensation expense 3,310,000 3,310,000     $ 1,310,000 $ 2,000,000   1,310,000 0 2,000,000    
Ending balance (in shares) at Sep. 30, 2019         121,223,353 5,934,180 121,223,353          
Ending balance (in shares) at Sep. 30, 2019         121,223,353 5,793,230            
Ending balance at Sep. 30, 2019 1,035,713,000 1,035,713,000 (31,734,000) 425,000 $ 1,017,266,000 $ 49,756,000 [1] $ 1,212,000 1,016,054,000 (29,217,000) 47,239,000 425,000  
Increase (Decrease) in Stockholders' Equity [Roll Forward]                        
Partners' Capital Account, Redemptions, Cash $ (5,978,000) $ (5,978,000)     $ (3,422,000) $ (2,556,000)   (3,422,000)   (2,556,000)    
Partners' Capital Account, Units, Redeemed, Cash           (357,998)            
Noncontrolling interest percentage                       4.60%
Beginning balance (in shares) at Dec. 31, 2019 121,370,125 121,370,125         121,370,125          
Beginning balance (in shares) at Dec. 31, 2019         121,370,125 5,833,318            
Beginning balance at Dec. 31, 2019 $ 1,014,776,000 $ 1,014,776,000 (56,166,000) 424,000 $ 1,020,362,000 $ 50,156,000 [2] $ 1,213,000 1,019,149,000 (52,546,000) 46,536,000 424,000  
Increase (Decrease) in Stockholders' Equity [Roll Forward]                        
Net income attributable to common shareholders 74,630,000 78,003,000 78,003,000           74,630,000      
Net income attributable to noncontrolling interests 3,373,000                 3,373,000    
Common units issued as a result of common shares issued by Urban Edge (in shares)         53,193              
Common units issued as a result of common shares issued by Urban Edge   (205,000) 30,000   $ (235,000) $ (122,858)            
Units redeemed for common shares (in shares)         1,279,389 (1,279,389) 1,279,389          
Units redeemed for common shares $ 8,628,000 8,628,000     $ 8,628,000   $ 11,000 8,617,000        
Repurchase of common shares (in shares) (5,873,923)                      
Repurchase of common shares $ (54,141,000) (54,141,000)     (54,141,000)   $ (59,000) (54,082,000)        
Reallocation of noncontrolling interests (8,628,000) (8,628,000)     9,724,000 $ (18,352,000) [2]   9,724,000   (18,352,000)    
Common shares issued (in shares)             53,193          
Common shares issued 205,000           $ 1,000 234,000 (30,000)      
Dividends to common shareholders (26,647,000)               (26,647,000)      
Distributions to redeemable NCI (1,314,000)                 (1,314,000)    
Distributions to Partners   (27,961,000) (27,961,000)                  
Share-based compensation expense 14,463,000 14,463,000     $ 5,255,000 $ 9,208,000 [2]   5,255,000   9,208,000    
Share-based awards retained for taxes (in shares)         (127,473)   (127,473)          
Distributions to redeemable NCI ($0.22 per unit) $ (1,461,000) $ (1,461,000)     $ (1,461,000)     (1,461,000)        
Ending balance (in shares) at Sep. 30, 2020 116,701,311 116,701,311         116,701,311          
Ending balance (in shares) at Sep. 30, 2020         116,701,311 4,676,787            
Ending balance at Sep. 30, 2020 $ 1,023,884,000 $ 1,023,884,000 (6,154,000) 424,000 $ 988,602,000 $ 41,012,000 [2] $ 1,166,000 987,436,000 (4,593,000) 39,451,000 424,000  
Beginning balance (in shares) at Jun. 30, 2020         116,701,311 4,676,787 116,701,311          
Beginning balance at Jun. 30, 2020 1,027,110,000 1,027,110,000 (324,000) 424,000 $ 986,099,000 $ 40,911,000 $ 1,166,000 984,933,000 1,012,000 39,575,000 424,000  
Increase (Decrease) in Stockholders' Equity [Roll Forward]                        
Net income attributable to common shareholders (5,605,000) (5,830,000) (5,830,000)           (5,605,000)      
Net income attributable to noncontrolling interests (225,000)                 (225,000) 0  
Units redeemed for common shares           0            
Reallocation of noncontrolling interests 0 0     1,866,000 (1,866,000) [2]   1,866,000   (1,866,000)    
Share-based compensation expense $ 2,604,000 $ 2,604,000     $ 637,000 $ 1,967,000 [2]   637,000 0 1,967,000    
Ending balance (in shares) at Sep. 30, 2020 116,701,311 116,701,311         116,701,311          
Ending balance (in shares) at Sep. 30, 2020         116,701,311 4,676,787            
Ending balance at Sep. 30, 2020 $ 1,023,884,000 $ 1,023,884,000 $ (6,154,000) $ 424,000 $ 988,602,000 $ 41,012,000 [2] $ 1,166,000 $ 987,436,000 $ (4,593,000) $ 39,451,000 $ 424,000  
Noncontrolling interest percentage                       3.90%
[1] Limited partners have a 4.6% common limited partnership interest in the Operating Partnership as of September 30, 2019 in the form of units of interest in the OP Units and LTIP units.
[2] Limited partners have a 3.9% common limited partnership interest in the Operating Partnership as of September 30, 2020 in the form of units of interest in the OP Units and LTIP units.
v3.20.2
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Parenthetical) - $ / shares
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Distributions to redeemable NCI (in dollars per unit) $ 0.22 $ 0.22 $ 0.66
Accumulated Earnings (Deficit) | Urban Edge Properties LP      
Dividends on common shares (in dollars per share) 0.22 0.22 0.66
Accumulated Earnings (Deficit)      
Dividends on common shares (in dollars per share) 0.22 0.22  
Operating Partnership      
Distributions to redeemable NCI (in dollars per unit) $ 0.22 $ 0.22 $ 0.66
Operating Partnership | Limited Partners | Urban Edge Properties LP      
Noncontrolling interest percentage 4.60% 3.90% 4.60%
v3.20.2
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES    
Net income $ 78,003 $ 112,659
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 68,852 65,645
Casualty and impairment loss, net 0 9,070
Gain on sale of real estate (39,775) (68,219)
Gain on extinguishment of debt (34,908) 0
Amortization of deferred financing costs 2,113 2,170
Amortization of below market leases, net (6,803) (13,933)
Noncash lease expense 5,655 6,329
Straight-lining of rent 9,503 120
Share-based compensation expense 14,463 10,269
Rental revenue deemed uncollectible 21,464 1,107
Change in operating assets and liabilities:    
Tenant and other receivables (24,276) 1,337
Deferred leasing costs (1,110) (3,239)
Prepaid expenses and other assets (11,656) (2,377)
Lease liabilities (5,017) (5,471)
Accounts payable, accrued expenses and other liabilities (1,679) 1,975
Net cash provided by operating activities 74,829 115,593
CASH FLOWS FROM INVESTING ACTIVITIES    
Real estate development and capital improvements 18,266 71,005
Acquisitions of real estate 92,132 0
Proceeds from sale of operating properties 54,402 111,440
Insurance proceeds 0 12,677
Net cash (used in) provided by investing activities (55,996) 60,055
CASH FLOWS FROM FINANCING ACTIVITIES    
Debt repayments (87,567) (3,907)
Dividends to common shareholders (26,647) (79,489)
Distributions to redeemable noncontrolling interests (1,314) (4,427)
Taxes withheld for vested restricted shares (1,461) (633)
Borrowings under unsecured credit facility 250,000 0
Proceeds from mortgage loan borrowings 90,250  
Repurchase of common shares (54,141) 0
Debt issuance costs (2,298) (2,643)
Proceeds related to the issuance of common shares 205 253
Net cash provided by (used in) financing activities 167,027 (96,824)
Net increase in cash and cash equivalents and restricted cash 185,860 78,824
Cash and cash equivalents and restricted cash at beginning of period 485,136 457,522
Cash and cash equivalents and restricted cash at end of period 670,996 536,346
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION    
Cash payments for interest, net of amounts capitalized of $513 and $1,277, respectively 52,771 48,776
Cash payments for income taxes 482 1,589
NON-CASH INVESTING AND FINANCING ACTIVITIES    
Accrued capital expenditures included in accounts payable and accrued expenses 7,330 13,444
Write-off of fully depreciated and impaired assets 10,748 43,625
Mortgage debt forgiven in refinancing 30,000 0
Assumption of debt through the acquisition of real estate 72,473 0
Cash and cash equivalents at beginning of period 432,954 440,430
Cash and cash equivalents at end of period 646,432 441,561
Restricted cash at beginning of period 52,182 17,092
Restricted cash at end of period 24,564 94,785
Cash and cash equivalents and restricted cash at beginning/end of period 670,996 536,346
Payments For Redemptions of Units, Partners' Capital Account 0 (5,978)
Proceeds From Sale On Termination Of Lease 0 6,943
Gain (Loss) on Termination of Lease 0 (1,849)
Urban Edge Properties LP    
CASH FLOWS FROM OPERATING ACTIVITIES    
Net income 78,003 112,659
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 68,852 65,645
Casualty and impairment loss, net 0 9,070
Gain on sale of real estate (39,775) (68,219)
Gain on extinguishment of debt (34,908) 0
Amortization of deferred financing costs 2,113 2,170
Amortization of below market leases, net (6,803) (13,933)
Noncash lease expense 5,655 6,329
Straight-lining of rent 9,503 120
Share-based compensation expense 14,463 10,269
Rental revenue deemed uncollectible 21,464 1,107
Change in operating assets and liabilities:    
Tenant and other receivables (24,276) 1,337
Deferred leasing costs (1,110) (3,239)
Prepaid expenses and other assets (11,656) (2,377)
Lease liabilities (5,017) (5,471)
Accounts payable, accrued expenses and other liabilities (1,679) 1,975
Net cash provided by operating activities 74,829 115,593
CASH FLOWS FROM INVESTING ACTIVITIES    
Real estate development and capital improvements 18,266 71,005
Acquisitions of real estate 92,132 0
Proceeds from sale of operating properties 54,402 111,440
Insurance proceeds 0 12,677
Net cash (used in) provided by investing activities (55,996) 60,055
CASH FLOWS FROM FINANCING ACTIVITIES    
Debt repayments (87,567) (3,907)
Distributions to partners 27,961 83,916
Taxes withheld for vested restricted shares (1,461) (633)
Borrowings under unsecured credit facility 250,000 0
Proceeds from mortgage loan borrowings 90,250 0
Repurchase of common shares (54,141) 0
Debt issuance costs (2,298) (2,643)
Proceeds related to the issuance of common shares 205 253
Net cash provided by (used in) financing activities 167,027 (96,824)
Net increase in cash and cash equivalents and restricted cash 185,860 78,824
Cash and cash equivalents and restricted cash at beginning of period 485,136 457,522
Cash and cash equivalents and restricted cash at end of period 670,996 536,346
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION    
Cash payments for interest, net of amounts capitalized of $513 and $1,277, respectively 52,771 48,776
Cash payments for income taxes 482 1,589
NON-CASH INVESTING AND FINANCING ACTIVITIES    
Accrued capital expenditures included in accounts payable and accrued expenses 7,330 13,444
Write-off of fully depreciated and impaired assets 10,748 43,625
Mortgage debt forgiven in refinancing 30,000 0
Assumption of debt through the acquisition of real estate 72,473 0
Cash and cash equivalents at beginning of period 432,954 440,430
Cash and cash equivalents at end of period 646,432 441,561
Restricted cash at beginning of period 52,182 17,092
Restricted cash at end of period 24,564 94,785
Cash and cash equivalents and restricted cash at beginning/end of period 670,996 536,346
Payments For Redemptions of Units, Partners' Capital Account 0 (5,978)
Proceeds From Sale On Termination Of Lease 0 6,943
Gain (Loss) on Termination of Lease $ 0 $ (1,849)
v3.20.2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Capitalized interest $ 513 $ 1,277
Urban Edge Properties LP    
Capitalized interest $ 513 $ 1,277
v3.20.2
ORGANIZATION
9 Months Ended
Sep. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION ORGANIZATION
Urban Edge Properties (“UE”, “Urban Edge” or the “Company”) (NYSE: UE) is a Maryland real estate investment trust focused on managing, developing, redeveloping, and acquiring retail real estate in urban communities, primarily in the New York metropolitan area. 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 September 30, 2020, Urban Edge owned approximately 96.1% of the outstanding common OP Units with the remaining limited OP Units held by members of management, Urban Edge’s Board of Trustees and contributors of property interests acquired. Urban Edge serves as the sole general partner of the Operating Partnership. The third-party unitholders have limited rights over the Operating Partnership such that they do not have characteristics of a controlling financial interest. As such, the Operating Partnership is considered a variable interest entity (“VIE”), and the Company is the primary beneficiary which consolidates it. The Company’s only investment is the Operating Partnership. The VIE’s assets can be used for purposes other than the settlement of the VIE’s obligations and the Company’s partnership interest is considered a majority voting interest.
As of September 30, 2020, our portfolio consisted of 72 shopping centers, four malls and two warehouse parks, totaling approximately 15.1 million square feet (“sf”).
v3.20.2
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION AND COMBINATION
9 Months Ended
Sep. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
 
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions of Form 10-Q. Certain information and footnote disclosures included in our annual financial statements have been condensed or omitted. In the opinion of management, the consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of the Company and the Operating Partnership and the results of operations and cash flows for the interim periods presented. Operating results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2020. 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, 2019, as filed with the Securities Exchange Commission (“SEC”).
The consolidated balance sheets as of September 30, 2020 and December 31, 2019 reflect the consolidation of wholly-owned subsidiaries and those entities in which we have a controlling financial interest. The consolidated statements of income for the three and nine months ended September 30, 2020 and 2019 include the consolidated accounts of the Company and the Operating Partnership. 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.
The Company includes real estate impairment charges, and casualty losses (gains) resulting from natural disasters in Casualty and impairment loss, net on its consolidated statements of income for the nine months ended September 30, 2019 as reflected in this Quarterly Report on Form 10-Q. Refer to Note 9 and Note 10 to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q for information regarding real estate impairment charges and casualty losses (gains), respectively.
Our primary business is the ownership, management, redevelopment, development and operation of retail shopping centers and malls. We do not distinguish our primary business or group our operations on a geographical basis for purposes of measuring performance. The Company’s chief operating decision maker reviews operating and financial information for each property on an individual basis and therefore, each property represents an individual operating segment. None of our tenants accounted for more than 10% of our revenue or property operating income as of September 30, 2020. We aggregate all of our properties into one reportable segment due to their similarities with regard to the nature and economics of the properties, tenants and operations, as well as long-term average financial performance.
v3.20.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
9 Months Ended
Sep. 30, 2020
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Real Estate Real estate is carried at cost, net of accumulated depreciation and amortization. Expenditures for ordinary maintenance and repairs are expensed to operations as they are incurred. Significant renovations that improve or extend the useful lives of assets are capitalized. As real estate is undergoing redevelopment activities, all property operating expenses directly associated with and attributable to the redevelopment, including interest, are capitalized to the extent the capitalized costs of the property do not exceed the estimated fair value of the property when completed. If the cost of the redeveloped property, including the net book value of the existing property, exceeds the estimated fair value of redeveloped property, the excess is charged to impairment expense. The capitalization period begins when redevelopment activities are underway 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 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 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. In light of the recent and ongoing COVID-19 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. 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, including receivables arising from the straight-lining of rents, are written-off directly when management deems that 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 adjustment effectively reduces cumulative income recognized since lease commencement from an accrual basis to cash basis. In addition, future revenue recognition is limited to amounts paid by the lessee. We will generally return to an accrual basis of accounting, if and when, all delinquent payments become current under the terms of the lease agreement and collectability of substantially all the remaining contractual lease payments is reasonably probable.

During the three and nine months ended September 30, 2020, rental revenue deemed uncollectible of $8.4 million and $21.5 million, respectively, was classified as a reduction to rental revenue based on our assessment of the probability of collecting substantially all of the remaining rents for certain tenants. Additionally, we recognized write-offs of $4.7 million and $10.7 million, respectively, related to receivables arising from the straight-lining of rents as a result of tenants impacted by the COVID-19 pandemic.
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 September 30, 2020, the Company did not have any material outstanding financial instruments. The adoption of ASU 2016-13 has had no 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 do not expect the adoption of ASU 2019-12 to have a material impact on our consolidated financial statements and disclosures.

In March 2020, the FASB issued ASU 2020-04 Reference Rate Reform (ASC 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. ASU 2020-04 is 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, 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 whether 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 deferrals, 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 is evaluating its election on a disaggregated basis, with such election applied consistently to leases with similar characteristics and similar circumstances. As of September 30, 2020, the Company granted rent deferrals with an aggregate deferral amount of $2.6 million, with $2.4 million accounted for under the receivable approach by electing the Lease Modification Q&A and $0.2 million accounted for as modifications due to term extensions of the leases. The Company also granted abatements with an aggregate abatement amount of $0.8 million as of September 30, 2020, with $0.4 million accounted for under short term arrangements, $0.1 million accounted for under the variable approach and $0.3 million accounted for 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.
v3.20.2
ACQUISITIONS AND DISPOSITIONS
9 Months Ended
Sep. 30, 2020
Business Combinations [Abstract]  
ACQUISITIONS AND DISPOSITIONS ACQUISITIONS AND DISPOSITIONS
Acquisitions
During the nine months ended September 30, 2019, no acquisitions were completed by the Company. During the nine months ended September 30, 2020, we closed on the following acquisitions:
Date PurchasedProperty NameCityStateSquare FeetPurchase Price
(in thousands)
February 12, 2020Kingswood CenterBrooklynNY130,000 $90,212 
February 12, 2020Kingswood CrossingBrooklynNY110,000 77,077 
2020 Total$167,289 
(1)
(1) The total purchase price for the properties acquired during the nine months ended September 30, 2020 includes $2.5 million of transaction costs incurred related to the acquisitions.

On February 12, 2020, the Company acquired Kingswood Center and Kingswood Crossing for $167.3 million, including transaction costs. The properties are located along Kings Highway in the Midwood neighborhood 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 matures in 2028.

A portion of the acquisition of Kingswood Crossing was completed as a reverse Section 1031 like-kind exchange. We entered into a reverse Section 1031 like-kind exchange agreement with third-party intermediaries, which, for a maximum of 180 days, allowed us to defer for tax purposes, gains on the sale of other properties identified and sold within the period. Until the earlier of the termination of the exchange agreements or 180 days after the respective acquisition dates, the third-party intermediaries are the legal owner of the properties; however, we controlled the activities that most significantly impact each property and retained all of the economic benefits and risks associated with each property. Therefore, at the date of acquisition, we determined that we were the primary beneficiary of these variable interest entities and consolidated the properties and their operations as of the acquisition date.

The aggregate purchase price of the above property acquisitions has been allocated as follows:
Property NameLandBuildings and improvements
Identified intangible assets(1)
Identified intangible liabilities(1)
Debt premiumTotal Purchase Price
(in thousands)
Kingswood Center$15,690 $76,766 $9,263 $(4,534)$(6,973)$90,212 
Kingswood Crossing8,150 64,159 4,768 — — 77,077 
2020 Total$23,840 $140,925 $14,031 $(4,534)$(6,973)$167,289 
(1) As of September 30, 2020, the remaining weighted average amortization periods of the identified intangible assets and identified intangible liabilities acquired were 8.7 years and 10.8 years, respectively.

Dispositions
During the nine months ended September 30, 2020, we disposed of three properties and received proceeds of $58.1 million, net of selling costs, resulting in a $39.8 million net gain on sale of real estate. The sale of all three dispositions were completed as 1031 exchanges with Kingswood Crossing as a result of the sales occurring within 180 days of the Company’s acquisition.
During the three months ended September 30, 2019, we disposed of six properties and received proceeds of $77.6 million, net of selling costs, resulting in a $39.7 million net gain on sale of real estate. During the nine months ended September 30, 2019, we disposed of eight properties and received proceeds of $111.4 million, net of selling costs, resulting in a $68.2 million net gain on sale of real estate.
During the three and nine months ended September 30, 2019, the Company also sold its lessee position in one of its ground leases and received proceeds of $6.9 million, net of selling costs, and derecognized the lease’s ROU asset and corresponding
lease liability. We recognized a gain on sale of lease of $1.8 million on our consolidated statements of income during the three and nine months ended September 30, 2019 as a result of the sale.
v3.20.2
IDENTIFIED INTANGIBLE ASSETS AND LIABILITIES
9 Months Ended
Sep. 30, 2020
Goodwill and Intangible Assets Disclosure [Abstract]  
IDENTIFIED INTANGIBLE ASSETS AND LIABILITIES 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 $54.9 million and $125.8 million, respectively, as of September 30, 2020 and $48.1 million and $128.8 million, respectively, as of December 31, 2019.

Amortization of acquired below-market leases, net of acquired above-market leases resulted, in additional rental income of $2.3 million and $6.8 million for the three and nine months ended September 30, 2020 and $2.1 million and $13.9 million for the same periods in 2019.
 
Amortization of acquired in-place leases inclusive of customer relationships resulted in additional depreciation and amortization expense of $2.1 million and $6.3 million for the three and nine months ended September 30, 2020, and $1.7 million and $5.7 million for the same periods in 2019.

The following table sets forth the estimated annual amortization income and expense related to intangible assets and liabilities for the remainder of 2020 and the five succeeding years:
(Amounts in thousands)Below-MarketAbove-MarketIn-Place Lease
YearOperating Lease AmortizationOperating Lease AmortizationAmortization
2020(1)
$2,430 $(257)$(2,174)
20219,681 (860)(7,595)
20229,605 (495)(5,995)
20239,559 (386)(4,859)
20249,324 (321)(4,366)
20259,151 (142)(3,732)
(1) Remainder of 2020.
v3.20.2
MORTGAGES PAYABLE
9 Months Ended
Sep. 30, 2020
Debt Disclosure [Abstract]  
MORTGAGES PAYABLE MORTGAGES PAYABLE AND UNSECURED DEBT
 
The following is a summary of mortgages payable as of September 30, 2020 and December 31, 2019.
 Interest Rate atSeptember 30,December 31,
(Amounts in thousands)MaturitySeptember 30, 202020202019
First mortgages secured by: 
Variable rate
Cherry Hill (Plaza at Cherry Hill)(1)
5/24/20221.76%$28,930 $28,930 
Westfield (One Lincoln Plaza)(1)
5/24/20221.76%4,730 4,730 
Woodbridge (Plaza at Woodbridge)(1)
5/25/20221.76%55,340 55,340 
Jersey City (Hudson Commons)(2)
11/15/20242.06%28,724 29,000 
Watchung(2)
11/15/20242.06%26,742 27,000 
Bronx (1750-1780 Gun Hill Road)(2)
12/1/20242.06%25,295 24,500 
Total variable rate debt169,761 169,500 
Fixed rate
Bergen Town Center - West, Paramus4/8/20233.56%300,000 300,000 
Bronx (Shops at Bruckner)5/1/20233.90%10,510 10,978 
Jersey City (Hudson Mall)(4)
12/1/20235.07%23,085 23,625 
Yonkers Gateway Center(5)
4/6/20244.16%28,897 30,122 
Las Catalinas(8)
8/6/20247.43%128,822 129,335 
Brick12/10/20243.87%50,000 50,000 
North Plainfield12/10/20253.99%25,100 25,100 
Middletown12/1/20263.78%31,400 31,400 
Rockaway12/1/20263.78%27,800 27,800 
East Hanover (200 - 240 Route 10 West)12/10/20264.03%63,000 63,000 
North Bergen (Tonnelle Ave)4/1/20274.18%100,000 100,000 
Manchester6/1/20274.32%12,500 12,500 
Millburn6/1/20273.97%23,488 23,798 
Totowa12/1/20274.33%50,800 50,800 
Woodbridge (Woodbridge Commons)12/1/20274.36%22,100 22,100 
East Brunswick12/6/20274.38%63,000 63,000 
East Rutherford1/6/20284.49%23,000 23,000 
Brooklyn (Kingswood Center)(6)
2/6/20285.07%71,916 — 
Hackensack3/1/20284.36%66,400 66,400 
Marlton12/1/20283.86%37,400 37,400 
East Hanover Warehouses12/1/20284.09%40,700 40,700 
Union (2445 Springfield Ave)12/10/20284.01%45,600 45,600 
Freeport (Freeport Commons)12/10/20294.07%43,100 43,100 
Montehiedra(9)
6/1/20305.00%81,571 83,202 
Montclair8/15/20303.15%7,250 — 
Garfield12/1/20304.14%40,300 40,300 
Mt Kisco(3)
11/15/20346.40%13,090 13,488 
Montehiedra (junior loan)(9)
—%— 30,000 
Total fixed rate debt1,430,829 1,386,748 
 Total mortgages payable1,600,590 1,556,248 
Unamortized debt issuance costs(10,286)(10,053)
Total mortgages payable, net of unamortized debt issuance costs1,590,304 1,546,195 
Unsecured credit facilities:
Revolving credit agreement(7)
1/29/20241.21%250,000 — 
Total unsecured credit facilities250,000 — 
Total debt outstanding$1,840,304 $1,546,195 
(1)Bears interest at one month LIBOR plus 160 bps. The mortgage loans encumbered by these properties were modified during the second quarter of 2020 to contain a payment deferral period from June 1, 2020 through August 1, 2020.
(2)Bears interest at one month LIBOR plus 190 bps. The mortgage loans encumbered by these properties were modified during the second quarter of 2020 to contain an interest-only payment period from May 1, 2020 through July 1, 2020.
(3)The mortgage payable balance on the loan secured by Mt Kisco includes $0.9 million of unamortized debt discount as of both September 30, 2020 and December 31, 2019. The effective interest rate including amortization of the debt discount is 7.31% as of September 30, 2020.
(4)The mortgage payable balance on the loan secured by Hudson Mall includes $0.8 million and $1.0 million of unamortized debt premium as of September 30, 2020 and December 31, 2019, respectively. The effective interest rate including amortization of the debt premium is 3.91% as of September 30, 2020.
(5)The mortgage payable balance on the loan secured by Yonkers Gateway Center includes $0.5 million and $0.6 million of unamortized debt premium as of September 30, 2020 and December 31, 2019, respectively. The effective interest rate including amortization of the debt premium is 3.74% as of September 30, 2020.
(6)The mortgage payable balance on the loan secured by Kingswood Center includes $6.4 million of unamortized debt premium as of September 30, 2020. The effective interest rate including amortization of the debt premium is 3.74% as of September 30, 2020.
(7)Bears interest at one month LIBOR plus 1.05% as of September 30, 2020.
(8)In April 2020, the non-recourse mortgage loan on Las Catalinas Mall was defaulted on and became subject to incremental default interest of 3.00% while the outstanding balance remains unpaid. We currently remain in active negotiations with the special servicer and no determination has been made as to the timing or ultimate resolution of this matter.
(9)On June 1, 2020, we refinanced the mortgage secured by The Outlets at Montehiedra in Puerto Rico, whereby the $30 million junior loan plus accrued interest of $5.4 million was forgiven and the senior loan was replaced by a new $82 million 10-year fixed rate mortgage, bearing interest at 5.00%.

The net carrying amount of real estate collateralizing the above indebtedness amounted to approximately $1.3 billion as of September 30, 2020. 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 September 30, 2020, we were in compliance with all debt covenants with the exception of those related to our mortgage loan on Las Catalinas Mall. The mortgage on Las Catalinas Mall has been in default since April 2020.

As of September 30, 2020, the principal repayments of the Company’s total outstanding debt for the next five years and thereafter are as follows:
(Amounts in thousands) 
Year Ending December 31,
2020(1)
$3,067 
202112,956 
2022101,490 
2023347,158 
2024529,208 
202535,382 
Thereafter821,329 
(1) Remainder of 2020.

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

In March 2020, the Company borrowed $250 million under the Agreement. As of September 30, 2020, $350 million of credit remained available to be drawn. Financing costs associated with executing the Agreement of $3.6 million and $3.9 million as of September 30, 2020 and December 31, 2019, respectively, are included in deferred financing costs, net in the consolidated balance sheets.

On June 3, 2020, we entered into a third amendment to the Agreement, which among other things, modifies certain definitions and the measurement period for certain financial covenants to a trailing four-quarter period instead of the most recent quarter period annualized. 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.
Subsequent to September 30, 2020, the Company repaid its $250 million outstanding borrowings under the Agreement.

Mortgage on The Outlets at Montehiedra
During the second quarter of 2020, we completed the refinancing of our non-recourse mortgage on The Outlets at Montehiedra (“Montehiedra”) in Puerto Rico. Prior to the refinancing, the mortgage was comprised of an $83 million senior loan bearing interest at 5.33% and a $30 million junior loan bearing interest at 3.00%, plus total accrued interest of $5.7 million. Under the payoff provisions of the prior mortgage, the $30 million junior loan plus accrued interest of $5.4 million on the junior loan was forgiven and the senior loan was replaced by a new $82 million 10-year fixed rate mortgage, bearing interest at 5.00%. As a result of the transaction, we recognized a net gain on extinguishment of debt of $34.9 million during the nine months ended September 30, 2020, comprised of the forgiven $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 incurred.

The Company has provided a $12.5 million corporate guarantee if and only when Sears Holding Corporation (“Kmart”) vacates or stops paying rent. The guarantee will be released should certain financial metrics at Montehiedra be achieved even if the Kmart box remains vacant. Irrespective of whether Kmart vacates or stops paying rent, the guarantee amortizes commensurate with the loan amortization schedule and will reduce to zero in approximately six years.

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. Pursuant to the loan agreement, the loan is in default, is subject to incremental default interest, which increased the interest rate from 4.43% to 7.43% while the outstanding balance remains unpaid, and the lender has the ability to accelerate the full loan balance. We have accrued interest of $5.3 million related to this mortgage, which is included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheet as of September 30, 2020. We currently remain in active negotiations with the special servicer and no determination has been made as to the timing or ultimate resolution of this matter.

Mortgage on property in Montclair, NJ
On August 6, 2020, the Company obtained a 10-year non-recourse mortgage loan of $7.3 million at a rate of 3.15% on its property in Montclair, NJ.
v3.20.2
INCOME TAXES
9 Months Ended
Sep. 30, 2020
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
The Company elected to be taxed as a REIT under sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with the filing of its 2015 tax return for its tax year ended December 31, 2015. 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 any alternative minimum tax, which, for corporations, was repealed under the Tax Cuts and Jobs Act (“TCJA”) and may not be able to qualify as a REIT for the four subsequent taxable years. The Company is subject to certain foreign and state and local income taxes, including on its two Puerto Rico malls, which are included in income tax benefit (expense) in the consolidated statements of income. The Company is also subject to certain other taxes, including state and local franchise taxes which are included in general and administrative expenses in the consolidated statements of income.

For U.S. federal income tax purposes, the REIT and other minority members are partners in the Operating Partnership. As such, the partners are required to report their share of taxable income on their respective tax returns. However, during the nine months ended September 30, 2020, certain non-real estate operating activities that could not be performed by the REIT, occurred through the Company’s taxable REIT subsidiary (“TRS”), and the Company’s TRS is subject to federal, state and local income taxes. These income taxes are included in the income tax expense in the consolidated statements of income.
On June 1, 2020, the Company completed a mortgage refinancing of its mall in Puerto Rico, The Outlets at Montehiedra. The debt forgiven as a part of this refinancing resulted in a write-down to our Puerto Rico tax basis in the mall equal to such amount of debt forgiven and the recognition of a deferred tax liability on the Company’s consolidated balance sheet, which amounted to $10.3 million as of September 30, 2020. Refer to Note 6 to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q for further information on the refinancing.
On June 5, 2020, the Company completed a legal entity restructuring of Montehiedra. Prior to the legal entity restructuring, our two Puerto Rico malls were held in a special partnership for Puerto Rico tax purposes (the general partner being a qualified REIT subsidiary or “QRS”) and subject to a 29% non-resident withholding tax which is included in income tax benefit
(expense) in the consolidated statements of income. The legal entity restructuring resulted in a step up in our Puerto Rico tax basis in Montehiedra and the recognition of a deferred tax asset on the Company’s consolidated balance sheet, which amounted to $23.7 million as of September 30, 2020. As a result of the legal entity restructuring of Montehiedra, the Operating Partnership, and therefore, the REIT and the other minority partners, are now deemed to be engaged in a trade or business in Puerto Rico with respect to their allocable share of Montehiedra’s net income and, as such, required to file Puerto Rico income tax returns. The REIT will be subject to regular Puerto Rico corporate income taxes on its allocable share of Montehiedra’s operating activities as opposed to the former 29% non-resident withholding tax on the net income from such operating activities allocated to the Operating Partnership. The Puerto Rico corporate income tax consists of a flat 18.5% tax rate plus a graduated income surcharge tax for a maximum corporate income tax rate of 37.5%. In addition, the REIT is subject to a 10% branch profit tax on the earnings and profits generated from Montehiedra and such tax is included in income tax expense in the consolidated statements of income. Our other Puerto Rico property, Las Catalinas Mall, continues to be taxed as a special partnership and is subject to the 29% non-resident withholding tax.
Together, the refinancing and legal entity restructuring transactions resulted in a deferred tax asset, net of $13.4 million and the Company recognized an accompanying Puerto Rico income tax benefit on the Company’s consolidated statements of income during the nine months ended September 30, 2020.
As a result of the Montehiedra refinancing, the Company recognized a gain on extinguishment of debt for U.S. federal income tax purposes and implemented various tax planning strategies to limit its impact on the Company’s overall U.S. federal taxable income. The strategies implemented resulted in the recognition of a state and local income tax liability and corresponding deferred tax asset for the REIT of $1.7 million during the three and nine months ended September 30, 2020.

A reduction of the carrying amounts of deferred tax assets by a valuation allowance is required, if based on the evidence available, it is more likely than not (a likelihood of more than 50 percent) that some portion or all of the deferred tax assets will not be realized. A valuation allowance for deferred tax assets is provided if the Company believes that it is more likely than not that it will not realize the tax benefit of deferred tax assets based on available evidence at the time the determination is made. A change in circumstances may cause the Company to change its judgment about whether a deferred tax asset will more likely than not be realized by the Company. During the three months ended September 30, 2020, the Company recorded a $1.7 million valuation allowance against the deferred tax asset attributable to the REIT’s state and local income tax liability incurred from strategies implemented to limit the impact of the Montehiedra refinancing on the Company’s U.S. federal taxable income. As of September 30, 2020, the Company’s total valuation allowance was $1.7 million.

For the three and nine months ended September 30, 2020, the REIT’s state and local income tax expense was $1.7 million and the Puerto Rico income tax benefit was $1.3 million and $14.8 million, respectively. For the three and nine months ended September 30, 2019, the Puerto Rico income tax expense was $0.1 million and $1.2 million, respectively. All amounts for the three and nine months ended September 30, 2020 and 2019 are included in income tax benefit (expense) on the consolidated statements of income.
v3.20.2
LEASES (Notes)
9 Months Ended
Sep. 30, 2020
Leases [Abstract]  
LEASES LEASES
All rental revenue was generated from operating leases for the three and nine months ended September 30, 2020 and September 30, 2019, respectively. The components of rental revenue for the three and nine months ended September 30, 2020 and 2019 were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
 (Amounts in thousands)
2020201920202019
Rental Revenue
Fixed lease revenue$53,396 $66,478 $174,141 $209,858 
Variable lease revenue21,963 24,291 67,483 79,707 
Total rental revenue$75,359 $90,769 $241,624 $289,565 
v3.20.2
FAIR VALUE MEASUREMENTS
9 Months Ended
Sep. 30, 2020
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS
 
ASC 820, Fair Value Measurement and Disclosures defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels: Level 1 - quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities; Level 2 - observable prices based on inputs not quoted in active markets, but corroborated by market data; and Level 3 - unobservable
inputs used when little or no market data is available. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterparty credit risk in our assessment of fair value.
Financial Assets and Liabilities Measured at Fair Value on a Recurring or Non-Recurring Basis
There were no financial assets or liabilities measured at fair value on a recurring or non-recurring basis as of September 30, 2020 and December 31, 2019.

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, mortgages payable and unsecured credit facility borrowings. Cash and cash equivalents are carried at cost, which approximates fair value. The fair values of our mortgages payable and unsecured credit facility borrowings are calculated by discounting the future contractual cash flows of these instruments using current risk-adjusted rates available to borrowers with similar credit ratings, which are provided by a third-party specialist. The fair value of cash and cash equivalents is classified as Level 1 and the fair values of mortgages payable and unsecured credit facility borrowings are classified as Level 2. The table below summarizes the carrying amounts and fair value of these financial instruments as of September 30, 2020 and December 31, 2019.
 As of September 30, 2020As of December 31, 2019
(Amounts in thousands)Carrying AmountFair ValueCarrying AmountFair Value
Assets:    
Cash and cash equivalents$646,432 $646,432 $432,954 $432,954 
Liabilities:    
Mortgages payable(1)
$1,600,590 $1,617,137 $1,556,248 $1,590,503 
Unsecured credit facility250,000 250,000 — — 
(1) Carrying amounts exclude unamortized debt issuance costs of $10.3 million and $10.1 million as of September 30, 2020 and December 31, 2019, respectively.
Nonfinancial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
We assess the carrying value of our properties for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. Such events and changes include macroeconomic conditions, 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.
No impairment charges were recognized during the three and nine months ended September 30, 2020.
During the three months ended June 30, 2019, the Company recognized impairment charges of $18.7 million on two retail properties that the Company intended to market and sell. The impairment loss was calculated as the difference between the assets’ individual carrying values and the estimated aggregated fair values of $28.5 million, less estimated selling costs. We also recognized a $4.0 million impairment charge on an additional property during the three months ended March 31, 2019 as a result of the loss of a significant tenant at the property. The valuation of these properties were based on comparable sale transactions in the properties’ surrounding areas. The Company believes the inputs utilized to measure the fair values were reasonable in the context of applicable market conditions, however due to the significance of the unobservable inputs in the overall fair value measures, including market conditions and expectations for growth, the Company determined that such fair value measurements are classified as Level 3. The impairment charges are included as an expense within casualty and impairment loss, net on our consolidated statements of income for the nine months ended September 30, 2019.
v3.20.2
COMMITMENTS AND CONTINGENCIES
9 Months Ended
Sep. 30, 2020
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES
There are various legal actions against us in the ordinary course of business. After consultation with legal counsel, we have concluded that the outcome of such matters will not have a material adverse effect on our financial condition, results of operations or cash flows.

Redevelopment
As of September 30, 2020, we had approximately $132.4 million of active development, redevelopment and anchor repositioning projects under way, of which $91.3 million remains to be funded. Further, while we have identified future projects
in our development pipeline, we are under no obligation to execute and fund any of these projects and each of these projects is being reevaluated considering market conditions. The Company has updated many of its active project stabilization dates to reflect the impact of the COVID-19 pandemic on its contractors, tenants and vendors.

Insurance 
The Company maintains (i) general liability insurance with limits of $200 million for properties in the U.S. and Puerto Rico, (ii) all-risk property insurance with limits of $500 million per occurrence and in the aggregate for properties in the U.S. and $147 million for properties in Puerto Rico, subject to the terms, conditions, exclusions, deductibles and sub-limits when applicable for certain perils such as floods and earthquakes, (iii) pollution insurance with limits of $50 million for properties in the U.S. and Puerto Rico and (iv) numerous other insurance policies including trustees’ and officers’ insurance, cyber, workers’ compensation and automobile-related liabilities insurance. The Company’s insurance includes coverage for acts of terrorism but excludes coverage for nuclear, biological, chemical or radiological terrorism events as defined by the Terrorism Risk Insurance Program Reauthorization Act, which expires in December 2020. The Company’s coverage for certain cybersecurity losses provides first and third-party coverage including network interruption, event management, cyber extortion and claims for media content, security and privacy liability.
The Company’s coverage for pollution related losses provides certain remediation and business interruption coverage for specified pollution incidents, which includes the presence of viruses. The Company has filed insurance claims related to COVID-19 and is pursuing available coverage.
Insurance premiums are typically charged directly to each of the retail properties and warehouses but not all of the cost of such premiums are recovered. The Company is responsible for deductibles, losses in excess of insurance coverage, and the portion of premiums not 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 financial condition.
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 $1.0 million and $2.7 million on our consolidated balance sheets as of September 30, 2020 and December 31, 2019, 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.

Tornado-Related Charges 
On June 13, 2018, a tornado hit our shopping center in Wilkes-Barre, PA, damaging approximately 13% of the property’s gross leasable area. During the nine months ended September 30, 2019, the Company settled the related insurance claim with its carrier for $5.5 million. Of this amount, the Company recognized $4.8 million as a casualty gain in the nine months ended September 30, 2019. As part of the settlement, the Company recognized $0.3 million as business interruption proceeds within rental revenue for the nine months ended September 30, 2019.
Hurricane-Related Charges
On September 20, 2017, Hurricane Maria made landfall, damaging our two properties in Puerto Rico. In June 2019, the Company reached a settlement agreement with its carrier regarding its final insurance recovery related to Hurricane Maria for $14.3 million, of which $3.3 million was previously received, subject to deductibles of $2.3 million. We recognized an $8.7 million casualty gain in the nine months ended September 30, 2019 as a result of the remaining insurance proceeds from the settlement agreement for our two malls in Puerto Rico.
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.
The Company has concentrated operations in the New York metropolitan area and, although local and state governments implemented various phased reopening plans for nonessential businesses during the third quarter of 2020, certain tenants continued to face adverse financial consequences from reduced business operations and social distancing requirements as a result of the COVID-19 pandemic. As of November 3, 2020, 98% of our portfolio's gross leasable area was open for business and the Company collected approximately 83% of third quarter rental revenue billed and 86% of October rental revenue billed. As of September 30, 2020, the Company executed rent deferrals with an aggregate deferral amount of $2.6 million and a weighted average payback period of approximately six months. Additionally, as of September 30, 2020, the Company executed rent abatements with an aggregate abatement amount of $0.8 million.
The Company currently remains in active discussions and negotiations with its impacted tenants and anticipates granting further rent concessions or other lease-related relief, such as the deferral of lease payments for a period of time to be paid over the remaining term of the lease. We are evaluating rent relief requests on a case-by-case basis, however not all requests for rent relief may be granted. 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 deferrals that may not be collected.
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. During the three and nine months ended September 30, 2020, rental revenue deemed uncollectible of $8.4 million and $21.5 million, respectively, was classified as a reduction to rental revenue based on our assessment of the probability of collecting substantially all of the remaining rents for certain tenants. Additionally, we recognized write-offs of $4.7 million and $10.7 million, respectively, related to receivables arising from the straight-lining of rents as a result of tenants impacted by the COVID-19 pandemic.

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 or financial hardships and filed for Chapter 11 bankruptcy protection during the three and nine months ended September 30, 2020. 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. Specifically, Century 21 Department Stores LLC (“Century 21”) filed for Chapter 11 bankruptcy protection on September 10, 2020. Prior to bankruptcy, the Company had one lease with Century 21 in Paramus, NJ comprising approximately 157,000 sf, which generated $4.4 million in annual rental revenue. In connection with the bankruptcy, the Company recognized a write-off of $2.5 million of receivables arising from the straight-lining of rents, and recognized $0.9 million and $2.1 million as rental revenue deemed uncollectible (classified within rental revenue) for the three and nine months ended September 30, 2020. Additionally, 24 Hour Fitness USA, Inc. (“24 Hour Fitness”) filed for Chapter 11 bankruptcy protection on June 15, 2020. Prior to bankruptcy, the Company had one lease with 24 Hour Fitness in Paramus, NJ comprising approximately 54,000 sf, which generated $3.1 million in annual rental revenue. In connection with the bankruptcy, the Company recognized a write-off of $3.5 million of receivables arising from the straight-lining of rents, and recognized $0.5 million and $1.3 million as rental revenue deemed uncollectible (classified within rental revenue) for the three and nine months ended September 30, 2020, respectively. Subsequent to the third quarter, 24 Hour Fitness communicated its intentions to continue operations at the Company's location.
v3.20.2
PREPAID EXPENSES AND OTHER ASSETS
9 Months Ended
Sep. 30, 2020
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
PREPAID EXPENSES AND OTHER ASSETS PREPAID EXPENSES AND OTHER ASSETS
The following is a summary of the composition of the prepaid expenses and other assets in the consolidated balance sheets:
Balance at
(Amounts in thousands)September 30, 2020December 31, 2019
Other assets$7,520 $7,460 
Deferred tax asset, net(1)
10,023 — 
Real estate held for sale— 6,574 
Deposits for acquisitions— 10,000 
Prepaid expenses:
Real estate taxes6,806 6,491 
Insurance3,107 1,520 
Licenses/fees1,711 1,655 
Total Prepaid expenses and other assets$29,167 $33,700 
(1) The balance as of September 30, 2020 comprises the deferred tax asset, net resulting from the refinancing and restructuring transactions, which occurred in June 2020 at the Company's mall in Puerto Rico, The Outlets at Montehiedra, offset by the property’s preexisting deferred tax liability, net balance and valuation allowance.
v3.20.2
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES
9 Months Ended
Sep. 30, 2020
Other Liabilities Disclosure [Abstract]  
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES
The following is a summary of the composition of accounts payable, accrued expenses other liabilities in the consolidated balance sheets:
Balance at
(Amounts in thousands)September 30, 2020December 31, 2019
Deferred tenant revenue$24,942 $26,224 
Accrued interest payable9,958 9,729 
Accrued capital expenditures and leasing costs9,777 7,893 
Security deposits6,129 5,814 
Deferred tax liability, net(1)
283 5,137 
Accrued payroll expenses5,900 5,851 
Other liabilities and accrued expenses11,407 15,996 
Total accounts payable, accrued expenses and other liabilities$68,396 $76,644 
(1) The balance as of December 31, 2019 comprises the deferred tax liabilities, net in connection with the Company’s two malls in Puerto Rico, with a $4.0 million net liability resulting from The Outlets at Montehiedra and $1.1 million net liability resulting from Las Catalinas Mall. As a result of the refinancing and restructuring transactions which occurred in June 2020 at The Outlets at Montehiedra, the Company’s deferred tax liability, net balance as of September 30, 2020 exclusively comprises Las Catalinas Mall.
v3.20.2
INTEREST AND DEBT EXPENSE
9 Months Ended
Sep. 30, 2020
Other Income and Expenses [Abstract]  
INTEREST AND DEBT EXPENSE INTEREST AND DEBT EXPENSE
 
The following table sets forth the details of interest and debt expense in the consolidated statements of income:
 Three Months Ended September 30,Nine Months Ended September 30,
(Amounts in thousands)2020201920202019
Interest expense$17,433 $16,131 $51,771 $47,699 
Amortization of deferred financing costs703 730 2,113 2,170 
Total Interest and debt expense$18,136 $16,861 $53,884 $49,869 
v3.20.2
EQUITY AND NONCONTROLLING INTEREST
9 Months Ended
Sep. 30, 2020
Noncontrolling Interest [Abstract]  
EQUITY AND NONCONTROLLING INTEREST EQUITY AND NONCONTROLLING INTEREST
Share Repurchase Program
In March 2020, the Company’s Board of Trustees authorized a share repurchase program for up to $200 million of the Company’s common shares. Under the program, the Company 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 third quarter of 2020, no shares were repurchased by the Company. Cumulative total purchases since inception are 5.9 million shares at a weighted average share price of $9.22 amounting to $54.1 million.

Dividends and Distributions
Beginning in the second quarter, we temporarily suspended our dividend 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 three months ended September 30, 2020. During the three months ended September 30, 2019, the Company declared distributions on our common shares and OP units of $0.22 per share/unit. During the nine months ended September 30, 2020 and 2019, respectively, the Company declared distributions on our common shares and OP units of $0.22 and $0.66 per share/unit in the aggregate.
Noncontrolling Interests in Operating Partnership
Noncontrolling interests in the Operating Partnership reflected on the consolidated balance sheets of the Company are comprised of OP units and limited partnership interests in the Operating Partnership in the form of LTIP unit awards. LTIP unit awards were granted to certain executives pursuant to our 2015 Omnibus Share Plan (the “Omnibus Share Plan”) and our 2018 Inducement Equity Plan (the “Inducement Plan”). OP units were issued to contributors in exchange for their property interests in connection with the Company’s property acquisitions in 2017.
The total of the OP units and LTIP units represent a 3.9% and 4.1% weighted-average interest in the Operating Partnership for the three and nine months ended September 30, 2020, respectively. Holders of outstanding vested LTIP units may, from and after two years from the date of issuance, redeem their LTIP units for cash, or for the Company’s common shares on a one-for-one basis, solely at our election. Holders of outstanding OP units may redeem their units for cash or the Company’s common shares on a one-for-one basis, solely at our election.
In connection with the separation from Vornado Realty L.P. (“VRLP”), the Company issued 5.7 million OP units, which represented a 5.4% interest in the Operating Partnership, to VRLP in exchange for interests in VRLP properties contributed by VRLP. On February 28, 2019, the Company issued 5.7 million common shares to VRLP, in exchange for an equal number of OP units after receiving a notice of redemption from VRLP. The issuance is exempt from registration in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended, on the basis that no public offering was made.
Noncontrolling Interest in Consolidated Subsidiaries
The noncontrolling interest relates to the 5% interest held by others in our property in Walnut Creek, CA (Mount Diablo). The net income (loss) attributable to noncontrolling interest is presented separately in our consolidated statements of income.
v3.20.2
SHARE-BASED COMPENSATION
9 Months Ended
Sep. 30, 2020
Share-based Payment Arrangement [Abstract]  
SHARE-BASED COMPENSATION SHARE-BASED COMPENSATION
Share-Based Compensation Expense
Share-based compensation expense, which is included in general and administrative expenses in our consolidated statements of income, is summarized as follows:
Three Months Ended September 30,Nine Months Ended September 30,
(Amounts in thousands)2020201920202019
Share-based compensation expense components:
Restricted share expense$199 $297 $653 $1,384 
Stock option expense432 992 4,559 3,062 
LTIP expense(1)
1,023 1,171 6,323 3,374 
Performance-based LTI expense(2)
944 828 2,886 2,315 
Deferred share unit (“DSU”) expense22 42 134 
Total Share-based compensation expense$2,604 $3,310 $14,463 $10,269 
(1) LTIP expense includes the time-based portion of the 2018, 2019 and 2020 LTI Plans.
(2) Performance-based LTI expense includes the 2015 and 2017 OPP plans and the performance-based portion of the 2018, 2019 and 2020 LTI Plans.

The total share-based compensation expense recognized for the nine months ended September 30, 2020 includes $5.6 million of accelerated amortization of unvested equity awards in connection with the executive transition of our former President of Development and the amount for the nine months ended September 30, 2019 includes $0.4 million of accelerated amortization of unvested equity awards in connection with the executive transition of our former Chief Operating Officer. Equity award activity during the nine months ended September 30, 2020 included: (i) 2,208,304 stock options vested, (ii) 297,195 LTIP units granted, (iii) 341,022 LTIP units vested, (iv) 50,285 restricted shares vested and (v) 31,679 restricted shares granted.

2020 Long-Term Incentive Plan
On February 20, 2020, the Compensation Committee of the Board of Trustees of the Company approved the Company’s 2020 Long-Term Incentive Plan (“2020 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 (i) the passage of time (one-third of the fair value of the program) and (ii) performance goals tied to our relative and absolute total shareholder return (“TSR”) during the three-year performance period following their grant (two-thirds of the fair value of the program). The total grant date fair value under the 2020 LTI Plan was $8.8 million comprising performance-based and time-based awards.
v3.20.2
EARNINGS PER SHARE AND UNIT
9 Months Ended
Sep. 30, 2020
Earnings Per Share [Abstract]  
EARNINGS PER SHARE AND UNIT EARNINGS PER SHARE AND UNIT
Urban Edge Earnings per Share
We have calculated earnings per share (“EPS”) under the two-class method. The two-class method is an earnings allocation methodology whereby EPS for each class of Urban Edge common shares and participating securities is calculated according to dividends declared and participating rights in undistributed earnings. Restricted shares issued pursuant to our share-based compensation program are considered participating securities, and as such have non-forfeitable rights to receive dividends.
The following table sets forth the computation of our basic and diluted earnings per share:
Three Months Ended September 30,Nine Months Ended September 30,
(Amounts in thousands, except per share amounts)2020201920202019
Numerator:
Net income (loss) attributable to common shareholders$(5,605)$54,040 $74,630 $106,148 
Less: (Earnings) loss allocated to unvested participating securities(43)(50)(89)
Net income (loss) available for common shareholders - basic$(5,601)$53,997 $74,580 $106,059 
Impact of assumed conversions:
OP and LTIP units— — — 5,883 
Net income (loss) available for common shareholders - dilutive$(5,601)$53,997 $74,580 $111,942 
Denominator:
Weighted average common shares outstanding - basic116,625 121,087 118,033 119,259 
Effect of dilutive securities(1):
Restricted share awards— 96 78 102 
Assumed conversion of OP and LTIP units— — — 7,128 
Weighted average common shares outstanding - diluted116,625 121,183 118,111 126,489 
Earnings per share available to common shareholders:
Earnings (loss) per common share - Basic$(0.05)$0.45 $0.63 $0.89 
Earnings (loss) per common share - Diluted$(0.05)$0.45 $0.63 $0.89 
(1) For the three months ended September 30, 2019 and the three and nine months September 30, 2020, the effect of the redemption of OP and LTIP units for Urban Edge common shares would have an anti-dilutive effect on the calculation of diluted EPS. Accordingly, the impact of such redemption has not been included in the determination of diluted EPS for these periods.
Operating Partnership Earnings per Unit
The following table sets forth the computation of basic and diluted earnings per unit:
Three Months Ended September 30,Nine Months Ended September 30,
(Amounts in thousands, except per unit amounts)2020201920202019
Numerator:
Net income (loss) attributable to unitholders$(5,830)$56,702 $78,003 $112,683 
Less: net (income) loss attributable to participating securities(43)(50)(89)
Net income (loss) available for unitholders$(5,826)$56,659 $77,953 $112,594 
Denominator:
Weighted average units outstanding - basic120,618 126,277 122,332 126,387 
Effect of dilutive securities issued by Urban Edge— 96 78 102 
Unvested LTIP units— — 764 
Weighted average units outstanding - diluted120,618 126,373 123,174 126,490 
Earnings per unit available to unitholders:
Earnings (loss) per unit - Basic$(0.05)$0.45 $0.64 $0.89 
Earnings (loss) per unit - Diluted$(0.05)$0.45 $0.63 $0.89 
v3.20.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
9 Months Ended
Sep. 30, 2020
Accounting Policies [Abstract]  
Basis of Accounting The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions of Form 10-Q. Certain information and footnote disclosures included in our annual financial statements have been condensed or omitted. In the opinion of management, the consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of the Company and the Operating Partnership and the results of operations and cash flows for the interim periods presented. Operating results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2020. 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, 2019, as filed with the Securities Exchange Commission (“SEC”).
Consolidation and Noncontrolling Interests The consolidated balance sheets as of September 30, 2020 and December 31, 2019 reflect the consolidation of wholly-owned subsidiaries and those entities in which we have a controlling financial interest. The consolidated statements of income for the three and nine months ended September 30, 2020 and 2019 include the consolidated accounts of the Company and the Operating Partnership. All intercompany transactions have been eliminated in consolidation.
Recently Issued Accounting Literature
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 September 30, 2020, the Company did not have any material outstanding financial instruments. The adoption of ASU 2016-13 has had no 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 do not expect the adoption of ASU 2019-12 to have a material impact on our consolidated financial statements and disclosures.

In March 2020, the FASB issued ASU 2020-04 Reference Rate Reform (ASC 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. ASU 2020-04 is 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, 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 whether 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 deferrals, 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 is evaluating its election on a disaggregated basis, with such election applied consistently to leases with similar characteristics and similar circumstances. As of September 30, 2020, the Company granted rent deferrals with an aggregate deferral amount of $2.6 million, with $2.4 million accounted for under the receivable approach by electing the Lease Modification Q&A and $0.2 million accounted for as modifications due to term extensions of the leases. The Company also granted abatements with an aggregate abatement amount of $0.8 million as of September 30, 2020, with $0.4 million accounted for under short term arrangements, $0.1 million accounted for under the variable approach and $0.3 million accounted for 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.
v3.20.2
ACQUISITIONS AND DISPOSITIONS (Tables)
9 Months Ended
Sep. 30, 2020
Business Combinations [Abstract]  
Schedule of Business Acquisitions, by Acquisition
During the nine months ended September 30, 2019, no acquisitions were completed by the Company. During the nine months ended September 30, 2020, we closed on the following acquisitions:
Date PurchasedProperty NameCityStateSquare FeetPurchase Price
(in thousands)
February 12, 2020Kingswood CenterBrooklynNY130,000 $90,212 
February 12, 2020Kingswood CrossingBrooklynNY110,000 77,077 
2020 Total$167,289 
(1)
(1) The total purchase price for the properties acquired during the nine months ended September 30, 2020 includes $2.5 million of transaction costs incurred related to the acquisitions.
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The aggregate purchase price of the above property acquisitions has been allocated as follows:
Property NameLandBuildings and improvements
Identified intangible assets(1)
Identified intangible liabilities(1)
Debt premiumTotal Purchase Price
(in thousands)
Kingswood Center$15,690 $76,766 $9,263 $(4,534)$(6,973)$90,212 
Kingswood Crossing8,150 64,159 4,768 — — 77,077 
2020 Total$23,840 $140,925 $14,031 $(4,534)$(6,973)$167,289 
(1) As of September 30, 2020, the remaining weighted average amortization periods of the identified intangible assets and identified intangible liabilities acquired were 8.7 years and 10.8 years, respectively.
v3.20.2
IDENTIFIED INTANGIBLE ASSETS AND LIABILITIES (Tables)
9 Months Ended
Sep. 30, 2020
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Estimated Annual Amortization Expense
The following table sets forth the estimated annual amortization income and expense related to intangible assets and liabilities for the remainder of 2020 and the five succeeding years:
(Amounts in thousands)Below-MarketAbove-MarketIn-Place Lease
YearOperating Lease AmortizationOperating Lease AmortizationAmortization
2020(1)
$2,430 $(257)$(2,174)
20219,681 (860)(7,595)
20229,605 (495)(5,995)
20239,559 (386)(4,859)
20249,324 (321)(4,366)
20259,151 (142)(3,732)
(1) Remainder of 2020.
v3.20.2
MORTGAGES PAYABLE (Tables)
9 Months Ended
Sep. 30, 2020
Debt Disclosure [Abstract]  
Schedule of Mortgages Payable
The following is a summary of mortgages payable as of September 30, 2020 and December 31, 2019.
 Interest Rate atSeptember 30,December 31,
(Amounts in thousands)MaturitySeptember 30, 202020202019
First mortgages secured by: 
Variable rate
Cherry Hill (Plaza at Cherry Hill)(1)
5/24/20221.76%$28,930 $28,930 
Westfield (One Lincoln Plaza)(1)
5/24/20221.76%4,730 4,730 
Woodbridge (Plaza at Woodbridge)(1)
5/25/20221.76%55,340 55,340 
Jersey City (Hudson Commons)(2)
11/15/20242.06%28,724 29,000 
Watchung(2)
11/15/20242.06%26,742 27,000 
Bronx (1750-1780 Gun Hill Road)(2)
12/1/20242.06%25,295 24,500 
Total variable rate debt169,761 169,500 
Fixed rate
Bergen Town Center - West, Paramus4/8/20233.56%300,000 300,000 
Bronx (Shops at Bruckner)5/1/20233.90%10,510 10,978 
Jersey City (Hudson Mall)(4)
12/1/20235.07%23,085 23,625 
Yonkers Gateway Center(5)
4/6/20244.16%28,897 30,122 
Las Catalinas(8)
8/6/20247.43%128,822 129,335 
Brick12/10/20243.87%50,000 50,000 
North Plainfield12/10/20253.99%25,100 25,100 
Middletown12/1/20263.78%31,400 31,400 
Rockaway12/1/20263.78%27,800 27,800 
East Hanover (200 - 240 Route 10 West)12/10/20264.03%63,000 63,000 
North Bergen (Tonnelle Ave)4/1/20274.18%100,000 100,000 
Manchester6/1/20274.32%12,500 12,500 
Millburn6/1/20273.97%23,488 23,798 
Totowa12/1/20274.33%50,800 50,800 
Woodbridge (Woodbridge Commons)12/1/20274.36%22,100 22,100 
East Brunswick12/6/20274.38%63,000 63,000 
East Rutherford1/6/20284.49%23,000 23,000 
Brooklyn (Kingswood Center)(6)
2/6/20285.07%71,916 — 
Hackensack3/1/20284.36%66,400 66,400 
Marlton12/1/20283.86%37,400 37,400 
East Hanover Warehouses12/1/20284.09%40,700 40,700 
Union (2445 Springfield Ave)12/10/20284.01%45,600 45,600 
Freeport (Freeport Commons)12/10/20294.07%43,100 43,100 
Montehiedra(9)
6/1/20305.00%81,571 83,202 
Montclair8/15/20303.15%7,250 — 
Garfield12/1/20304.14%40,300 40,300 
Mt Kisco(3)
11/15/20346.40%13,090 13,488 
Montehiedra (junior loan)(9)
—%— 30,000 
Total fixed rate debt1,430,829 1,386,748 
 Total mortgages payable1,600,590 1,556,248 
Unamortized debt issuance costs(10,286)(10,053)
Total mortgages payable, net of unamortized debt issuance costs1,590,304 1,546,195 
Unsecured credit facilities:
Revolving credit agreement(7)
1/29/20241.21%250,000 — 
Total unsecured credit facilities250,000 — 
Total debt outstanding$1,840,304 $1,546,195 
(1)Bears interest at one month LIBOR plus 160 bps. The mortgage loans encumbered by these properties were modified during the second quarter of 2020 to contain a payment deferral period from June 1, 2020 through August 1, 2020.
(2)Bears interest at one month LIBOR plus 190 bps. The mortgage loans encumbered by these properties were modified during the second quarter of 2020 to contain an interest-only payment period from May 1, 2020 through July 1, 2020.
(3)The mortgage payable balance on the loan secured by Mt Kisco includes $0.9 million of unamortized debt discount as of both September 30, 2020 and December 31, 2019. The effective interest rate including amortization of the debt discount is 7.31% as of September 30, 2020.
(4)The mortgage payable balance on the loan secured by Hudson Mall includes $0.8 million and $1.0 million of unamortized debt premium as of September 30, 2020 and December 31, 2019, respectively. The effective interest rate including amortization of the debt premium is 3.91% as of September 30, 2020.
(5)The mortgage payable balance on the loan secured by Yonkers Gateway Center includes $0.5 million and $0.6 million of unamortized debt premium as of September 30, 2020 and December 31, 2019, respectively. The effective interest rate including amortization of the debt premium is 3.74% as of September 30, 2020.
(6)The mortgage payable balance on the loan secured by Kingswood Center includes $6.4 million of unamortized debt premium as of September 30, 2020. The effective interest rate including amortization of the debt premium is 3.74% as of September 30, 2020.
(7)Bears interest at one month LIBOR plus 1.05% as of September 30, 2020.
(8)In April 2020, the non-recourse mortgage loan on Las Catalinas Mall was defaulted on and became subject to incremental default interest of 3.00% while the outstanding balance remains unpaid. We currently remain in active negotiations with the special servicer and no determination has been made as to the timing or ultimate resolution of this matter.
(9)On June 1, 2020, we refinanced the mortgage secured by The Outlets at Montehiedra in Puerto Rico, whereby the $30 million junior loan plus accrued interest of $5.4 million was forgiven and the senior loan was replaced by a new $82 million 10-year fixed rate mortgage, bearing interest at 5.00%.
Schedule of Principal Repayments
As of September 30, 2020, the principal repayments of the Company’s total outstanding debt for the next five years and thereafter are as follows:
(Amounts in thousands) 
Year Ending December 31,
2020(1)
$3,067 
202112,956 
2022101,490 
2023347,158 
2024529,208 
202535,382 
Thereafter821,329 
(1) Remainder of 2020.
v3.20.2
LEASES (Tables)
9 Months Ended
Sep. 30, 2020
Leases [Abstract]  
Schedule of Components of Rental Revenue The components of rental revenue for the three and nine months ended September 30, 2020 and 2019 were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
 (Amounts in thousands)
2020201920202019
Rental Revenue
Fixed lease revenue$53,396 $66,478 $174,141 $209,858 
Variable lease revenue21,963 24,291 67,483 79,707 
Total rental revenue$75,359 $90,769 $241,624 $289,565 
v3.20.2
FAIR VALUE MEASUREMENTS (Tables)
9 Months Ended
Sep. 30, 2020
Fair Value Disclosures [Abstract]  
Schedule of Financial Instrument Carrying Amounts and Fair Values The table below summarizes the carrying amounts and fair value of these financial instruments as of September 30, 2020 and December 31, 2019.
 As of September 30, 2020As of December 31, 2019
(Amounts in thousands)Carrying AmountFair ValueCarrying AmountFair Value
Assets:    
Cash and cash equivalents$646,432 $646,432 $432,954 $432,954 
Liabilities:    
Mortgages payable(1)
$1,600,590 $1,617,137 $1,556,248 $1,590,503 
Unsecured credit facility250,000 250,000 — — 
(1) Carrying amounts exclude unamortized debt issuance costs of $10.3 million and $10.1 million as of September 30, 2020 and December 31, 2019, respectively.
v3.20.2
PREPAID EXPENSES AND OTHER ASSETS (Tables)
9 Months Ended
Sep. 30, 2020
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Schedule of Composition of Prepaid Expenses and Other Assets
The following is a summary of the composition of the prepaid expenses and other assets in the consolidated balance sheets:
Balance at
(Amounts in thousands)September 30, 2020December 31, 2019
Other assets$7,520 $7,460 
Deferred tax asset, net(1)
10,023 — 
Real estate held for sale— 6,574 
Deposits for acquisitions— 10,000 
Prepaid expenses:
Real estate taxes6,806 6,491 
Insurance3,107 1,520 
Licenses/fees1,711 1,655 
Total Prepaid expenses and other assets$29,167 $33,700 
(1) The balance as of September 30, 2020 comprises the deferred tax asset, net resulting from the refinancing and restructuring transactions, which occurred in June 2020 at the Company's mall in Puerto Rico, The Outlets at Montehiedra, offset by the property’s preexisting deferred tax liability, net balance and valuation allowance.
v3.20.2
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES (Tables)
9 Months Ended
Sep. 30, 2020
Other Liabilities Disclosure [Abstract]  
Schedule of Composition of Accounts Payable, Accrued Expenses and Other Liabilites
The following is a summary of the composition of accounts payable, accrued expenses other liabilities in the consolidated balance sheets:
Balance at
(Amounts in thousands)September 30, 2020December 31, 2019
Deferred tenant revenue$24,942 $26,224 
Accrued interest payable9,958 9,729 
Accrued capital expenditures and leasing costs9,777 7,893 
Security deposits6,129 5,814 
Deferred tax liability, net(1)
283 5,137 
Accrued payroll expenses5,900 5,851 
Other liabilities and accrued expenses11,407 15,996 
Total accounts payable, accrued expenses and other liabilities$68,396 $76,644 
(1) The balance as of December 31, 2019 comprises the deferred tax liabilities, net in connection with the Company’s two malls in Puerto Rico, with a $4.0 million net liability resulting from The Outlets at Montehiedra and $1.1 million net liability resulting from Las Catalinas Mall. As a result of the refinancing and restructuring transactions which occurred in June 2020 at The Outlets at Montehiedra, the Company’s deferred tax liability, net balance as of September 30, 2020 exclusively comprises Las Catalinas Mall.
v3.20.2
INTEREST AND DEBT EXPENSE (Tables)
9 Months Ended
Sep. 30, 2020
Other Income and Expenses [Abstract]  
Schedule of Interest and Debt Expense
The following table sets forth the details of interest and debt expense in the consolidated statements of income:
 Three Months Ended September 30,Nine Months Ended September 30,
(Amounts in thousands)2020201920202019
Interest expense$17,433 $16,131 $51,771 $47,699 
Amortization of deferred financing costs703 730 2,113 2,170 
Total Interest and debt expense$18,136 $16,861 $53,884 $49,869 
v3.20.2
SHARE-BASED COMPENSATION (Tables)
9 Months Ended
Sep. 30, 2020
Share-based Payment Arrangement [Abstract]  
Summary of Share-based Compensation Expense
Share-based compensation expense, which is included in general and administrative expenses in our consolidated statements of income, is summarized as follows:
Three Months Ended September 30,Nine Months Ended September 30,
(Amounts in thousands)2020201920202019
Share-based compensation expense components:
Restricted share expense$199 $297 $653 $1,384 
Stock option expense432 992 4,559 3,062 
LTIP expense(1)
1,023 1,171 6,323 3,374 
Performance-based LTI expense(2)
944 828 2,886 2,315 
Deferred share unit (“DSU”) expense22 42 134 
Total Share-based compensation expense$2,604 $3,310 $14,463 $10,269 
(1) LTIP expense includes the time-based portion of the 2018, 2019 and 2020 LTI Plans.
(2) Performance-based LTI expense includes the 2015 and 2017 OPP plans and the performance-based portion of the 2018, 2019 and 2020 LTI Plans.
v3.20.2
EARNINGS PER SHARE AND UNIT (Tables)
9 Months Ended
Sep. 30, 2020
Earnings Per Share [Abstract]  
Schedule of Computation of Basic and Diluted Earnings per Share and Unit
The following table sets forth the computation of our basic and diluted earnings per share:
Three Months Ended September 30,Nine Months Ended September 30,
(Amounts in thousands, except per share amounts)2020201920202019
Numerator:
Net income (loss) attributable to common shareholders$(5,605)$54,040 $74,630 $106,148 
Less: (Earnings) loss allocated to unvested participating securities(43)(50)(89)
Net income (loss) available for common shareholders - basic$(5,601)$53,997 $74,580 $106,059 
Impact of assumed conversions:
OP and LTIP units— — — 5,883 
Net income (loss) available for common shareholders - dilutive$(5,601)$53,997 $74,580 $111,942 
Denominator:
Weighted average common shares outstanding - basic116,625 121,087 118,033 119,259 
Effect of dilutive securities(1):
Restricted share awards— 96 78 102 
Assumed conversion of OP and LTIP units— — — 7,128 
Weighted average common shares outstanding - diluted116,625 121,183 118,111 126,489 
Earnings per share available to common shareholders:
Earnings (loss) per common share - Basic$(0.05)$0.45 $0.63 $0.89 
Earnings (loss) per common share - Diluted$(0.05)$0.45 $0.63 $0.89 
(1) For the three months ended September 30, 2019 and the three and nine months September 30, 2020, the effect of the redemption of OP and LTIP units for Urban Edge common shares would have an anti-dilutive effect on the calculation of diluted EPS. Accordingly, the impact of such redemption has not been included in the determination of diluted EPS for these periods.
Operating Partnership Earnings per Unit
The following table sets forth the computation of basic and diluted earnings per unit:
Three Months Ended September 30,Nine Months Ended September 30,
(Amounts in thousands, except per unit amounts)2020201920202019
Numerator:
Net income (loss) attributable to unitholders$(5,830)$56,702 $78,003 $112,683 
Less: net (income) loss attributable to participating securities(43)(50)(89)
Net income (loss) available for unitholders$(5,826)$56,659 $77,953 $112,594 
Denominator:
Weighted average units outstanding - basic120,618 126,277 122,332 126,387 
Effect of dilutive securities issued by Urban Edge— 96 78 102 
Unvested LTIP units— — 764 
Weighted average units outstanding - diluted120,618 126,373 123,174 126,490 
Earnings per unit available to unitholders:
Earnings (loss) per unit - Basic$(0.05)$0.45 $0.64 $0.89 
Earnings (loss) per unit - Diluted$(0.05)$0.45 $0.63 $0.89 
v3.20.2
ORGANIZATION (Details)
ft² in Millions
9 Months Ended
Sep. 30, 2020
ft²
property
Real Estate Properties [Line Items]  
Area of real estate property (in sq ft) | ft² 15.1
Wholly owned properties | Shopping Center  
Real Estate Properties [Line Items]  
Number of real estate properties 72
Wholly owned properties | Mall  
Real Estate Properties [Line Items]  
Number of real estate properties 4
Wholly owned properties | Warehouse Park  
Real Estate Properties [Line Items]  
Number of real estate properties 2
Operating Partnership | Parent | Vornado Realty L.P.  
Real Estate Properties [Line Items]  
Noncontrolling interest percentage 96.10%
v3.20.2
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION AND COMBINATION (Details)
9 Months Ended
Sep. 30, 2020
segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Number of reportable segments 1
v3.20.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2020
Sep. 30, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Rental revenue deemed uncollectible   $ 21,464 $ 1,107
Minimum      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Life Used for Depreciation   1 year  
Maximum      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Life Used for Depreciation   40 years  
COVID-19      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Allowance for credit loss, writeoff $ 4,700 $ 10,700  
Rental revenue deemed uncollectible 8,400 21,500  
Rent deferrals granted, amount 2,600 2,600  
Rent deferrals granted under lease modification method 2,400 2,400  
Rent deferrals granted with lease term modifications 200 200  
Abatements granted, aggregate amount 800 800  
Abatements granted, portion under short-term arrangements 400 400  
Abatements granted, portion under variable approach 100 100  
Abatements granted, modifications $ 300 $ 300  
v3.20.2
ACQUISITIONS AND DISPOSITIONS (Details)
$ in Thousands
3 Months Ended 9 Months Ended
Feb. 12, 2020
USD ($)
Sep. 30, 2020
USD ($)
Sep. 30, 2019
USD ($)
property
lease
Sep. 30, 2020
USD ($)
property
Sep. 30, 2019
USD ($)
property
Business Acquisition [Line Items]          
Purchase price   $ 167,289   $ 167,289  
Number of acquisitions completed by the Company       0  
Gain on sale of real estate   0 $ 39,716 $ 39,775 $ 68,219
Number of ground lease positions sold | lease     1    
Proceeds From Sale On Termination Of Lease     $ 6,900 0 6,943
Gain (Loss) on Termination of Lease   0 $ 1,849 $ 0 $ 1,849
Disposal Group, Disposed of by Sale, Not Discontinued Operations          
Business Acquisition [Line Items]          
Number of disposed properties | property     6 3 8
Aggregate sale price of disposed properties     $ 77,600 $ 58,100 $ 111,400
Gain on sale of real estate     $ 39,700 (39,800) $ 68,200
Kingswood Center And Kingswood Crossing          
Business Acquisition [Line Items]          
Purchase price   167,300   167,300  
Purchase price of real estate property acquired       167,289  
Kingswood Center          
Business Acquisition [Line Items]          
Purchase price   90,212   90,212  
Purchase price of real estate property acquired $ 90,212        
Kingswood Crossing          
Business Acquisition [Line Items]          
Purchase price   77,077   $ 77,077  
Purchase price of real estate property acquired $ 77,077        
Reverse Section 1031 like-kind exchange, term       180 days  
Mortgages | Kingswood Center          
Business Acquisition [Line Items]          
Mortgage loan related to property sales   $ 65,500   $ 65,500  
v3.20.2
ACQUISITIONS AND DISPOSITIONS - Summary of Acquisition Activity (Details)
$ in Thousands
3 Months Ended 9 Months Ended
Feb. 12, 2020
USD ($)
ft²
Sep. 30, 2020
USD ($)
ft²
Sep. 30, 2019
USD ($)
Sep. 30, 2020
USD ($)
ft²
Sep. 30, 2019
USD ($)
Business Acquisition [Line Items]          
Gain on sale of real estate   $ 0 $ 39,716 $ 39,775 $ 68,219
Area of real estate property (in sq ft) | ft²   15,100,000   15,100,000  
Purchase price   $ 167,289   $ 167,289  
Transaction costs   2,500   2,500  
Kingswood Center          
Business Acquisition [Line Items]          
Area of real estate property (in sq ft) | ft² 130,000        
Purchase price   90,212   90,212  
Purchase Price $ 90,212        
Kingswood Crossing          
Business Acquisition [Line Items]          
Area of real estate property (in sq ft) | ft² 110,000        
Purchase price   $ 77,077   77,077  
Purchase Price $ 77,077        
Disposal Group, Disposed of by Sale, Not Discontinued Operations          
Business Acquisition [Line Items]          
Gain on sale of real estate     $ 39,700 $ (39,800) $ 68,200
v3.20.2
ACQUISITIONS AND DISPOSITIONS - Aggregate Purchase Price Allocations (Details)
$ in Thousands
9 Months Ended
Sep. 30, 2020
USD ($)
Business Acquisition [Line Items]  
Land $ 23,840
Buildings and improvements 140,925
Identified intangible assets 14,031
Identified intangible liabilities (4,534)
Debt premium (6,973)
Total Purchase Price $ 167,289
Weighted average useful life 8 years 8 months 12 days
Weighted average related liabilities 10 years 9 months 18 days
Kingswood Center  
Business Acquisition [Line Items]  
Land $ 15,690
Buildings and improvements 76,766
Identified intangible assets 9,263
Identified intangible liabilities (4,534)
Debt premium (6,973)
Total Purchase Price 90,212
Kingswood Crossing  
Business Acquisition [Line Items]  
Land 8,150
Buildings and improvements 64,159
Identified intangible assets 4,768
Identified intangible liabilities 0
Debt premium 0
Total Purchase Price $ 77,077
v3.20.2
IDENTIFIED INTANGIBLE ASSETS AND LIABILITIES - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]          
Identified intangible assets, net of accumulated amortization $ 54,870   $ 54,870   $ 48,121
Identified intangible liabilities, net of accumulated amortization 125,766   125,766   $ 128,830
Amortization of acquired below-market leases, net of above-market leases 2,300 $ 2,100 6,800 $ 13,900  
Amortization expense of intangible assets $ 2,100 $ 1,700 $ 6,300 $ 5,700  
v3.20.2
IDENTIFIED INTANGIBLE ASSETS AND LIABILITIES - Schedule of Estimated Annual Amortization Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Finite-Lived Intangible Assets [Line Items]        
Amortization of acquired below-market leases, net of above-market leases $ 2,300 $ 2,100 $ 6,800 $ 13,900
Below-Market Operating Lease Amortization        
Reminder of 2019 2,430   2,430  
2019 9,681   9,681  
2020 9,605   9,605  
2021 9,559   9,559  
2022 9,324   9,324  
2024 9,151   9,151  
In-Place Leases        
Amortization of Intangible Assets 2,100 $ 1,700 6,300 $ 5,700
Above-Market        
Above-Market Operating Lease Amortization        
Remainder of 2019 (257)   (257)  
2020 (860)   (860)  
2021 (495)   (495)  
2022 (386)   (386)  
2023 (321)   (321)  
2024 (142)   (142)  
In-Place Leases        
Remainder of 2019 (257)   (257)  
2020 (860)   (860)  
2021 (495)   (495)  
2022 (386)   (386)  
2023 (321)   (321)  
2024 (142)   (142)  
Amortization        
Above-Market Operating Lease Amortization        
Remainder of 2019 (2,174)   (2,174)  
2020 (7,595)   (7,595)  
2021 (5,995)   (5,995)  
2022 (4,859)   (4,859)  
2023 (4,366)   (4,366)  
2024 (3,732)   (3,732)  
In-Place Leases        
Remainder of 2019 (2,174)   (2,174)  
2020 (7,595)   (7,595)  
2021 (5,995)   (5,995)  
2022 (4,859)   (4,859)  
2023 (4,366)   (4,366)  
2024 $ (3,732)   $ (3,732)  
v3.20.2
MORTGAGES PAYABLE - Summary of Mortgages Payable (Details) - USD ($)
3 Months Ended 9 Months Ended
Aug. 05, 2020
Jun. 01, 2020
May 31, 2020
Sep. 30, 2020
Sep. 30, 2020
Sep. 30, 2019
Jun. 30, 2020
Apr. 30, 2020
Dec. 31, 2019
Debt Instrument [Line Items]                  
Total mortgages payable, net of unamortized debt issuance costs       $ 1,840,304,000 $ 1,840,304,000       $ 1,546,195,000
Long-term debt, amount forgiven         $ 30,000,000 $ 0      
Mortgages | Montehiedra Town Center | Senior Loan                  
Debt Instrument [Line Items]                  
Interest rate   5.00% 5.33% 5.00% 5.00%        
Total mortgages payable   $ 82,000,000 $ 83,000,000 $ 82,000,000 $ 82,000,000        
Debt instrument, term   10 years   10 years          
Mortgages | Montehiedra Town Center | Junior Loan                  
Debt Instrument [Line Items]                  
Interest rate       3.00% 3.00%        
Total mortgages payable   $ 30,000,000              
Long-term debt, amount forgiven   30,000,000   $ 30,000,000          
Accrued interest, decrease, forgiveness   $ 5,400,000              
Accrued interest     $ 5,700,000 5,400,000          
Mortgages | Montclair, NJ                  
Debt Instrument [Line Items]                  
Interest rate 3.15%                
Total mortgages payable $ 7,300,000                
Debt instrument, term 10 years                
Mortgages | First Mortgage                  
Debt Instrument [Line Items]                  
Long-term Debt, Gross       1,600,590,000 $ 1,600,590,000       1,556,248,000
Unamortized debt issuance costs       (10,286,000) (10,286,000)       (10,053,000)
Total mortgages payable, net of unamortized debt issuance costs       1,590,304,000 1,590,304,000       1,546,195,000
Mortgages | First Mortgage | Variable rate                  
Debt Instrument [Line Items]                  
Long-term Debt, Gross       $ 169,761,000 $ 169,761,000       169,500,000
Mortgages | First Mortgage | Variable rate | The Plaza at Cherry Hill                  
Debt Instrument [Line Items]                  
Interest rate       1.76% 1.76%        
Long-term Debt, Gross       $ 28,930,000 $ 28,930,000       28,930,000
Mortgages | First Mortgage | Variable rate | The Plaza at Cherry Hill | LIBOR                  
Debt Instrument [Line Items]                  
Interest rate spread on variable rate         160.00% 160.00%      
Mortgages | First Mortgage | Variable rate | Westfield - One Lincoln Plaza                  
Debt Instrument [Line Items]                  
Interest rate       1.76% 1.76%        
Long-term Debt, Gross       $ 4,730,000 $ 4,730,000       4,730,000
Mortgages | First Mortgage | Variable rate | Westfield - One Lincoln Plaza | LIBOR                  
Debt Instrument [Line Items]                  
Interest rate spread on variable rate         160.00% 160.00%      
Mortgages | First Mortgage | Variable rate | The Plaza at Woodbridge                  
Debt Instrument [Line Items]                  
Interest rate       1.76% 1.76%        
Long-term Debt, Gross       $ 55,340,000 $ 55,340,000       55,340,000
Mortgages | First Mortgage | Variable rate | The Plaza at Woodbridge | LIBOR                  
Debt Instrument [Line Items]                  
Interest rate spread on variable rate         160.00% 160.00%      
Mortgages | First Mortgage | Variable rate | Hudson Commons                  
Debt Instrument [Line Items]                  
Interest rate       2.06% 2.06%        
Long-term Debt, Gross       $ 28,724,000 $ 28,724,000       29,000,000
Mortgages | First Mortgage | Variable rate | Hudson Commons | LIBOR                  
Debt Instrument [Line Items]                  
Interest rate spread on variable rate         190.00%        
Mortgages | First Mortgage | Variable rate | Watchung, NJ                  
Debt Instrument [Line Items]                  
Interest rate       2.06% 2.06%        
Long-term Debt, Gross       $ 26,742,000 $ 26,742,000       27,000,000
Mortgages | First Mortgage | Variable rate | Watchung, NJ | LIBOR                  
Debt Instrument [Line Items]                  
Interest rate spread on variable rate         190.00%        
Mortgages | First Mortgage | Variable rate | Bronx (1750-1780 Gun Hill Road), NY                  
Debt Instrument [Line Items]                  
Interest rate       2.06% 2.06%        
Long-term Debt, Gross       $ 25,295,000 $ 25,295,000       24,500,000
Mortgages | First Mortgage | Variable rate | Bronx (1750-1780 Gun Hill Road), NY | LIBOR                  
Debt Instrument [Line Items]                  
Interest rate spread on variable rate         190.00%        
Mortgages | First Mortgage | Fixed rate                  
Debt Instrument [Line Items]                  
Long-term Debt, Gross       $ 1,430,829,000 $ 1,430,829,000       1,386,748,000
Mortgages | First Mortgage | Fixed rate | Bergen Town Center                  
Debt Instrument [Line Items]                  
Interest rate       3.56% 3.56%        
Long-term Debt, Gross       $ 300,000,000 $ 300,000,000       300,000,000
Mortgages | First Mortgage | Fixed rate | Shops at Bruckner                  
Debt Instrument [Line Items]                  
Interest rate       3.90% 3.90%        
Long-term Debt, Gross       $ 10,510,000 $ 10,510,000       10,978,000
Mortgages | First Mortgage | Fixed rate | Hudson Mall                  
Debt Instrument [Line Items]                  
Interest rate       5.07% 5.07%        
Long-term Debt, Gross       $ 23,085,000 $ 23,085,000       23,625,000
Effective interest rate       3.91% 3.91%        
Unamortized debt premium       $ 800,000 $ 800,000       1,000,000.0
Mortgages | First Mortgage | Fixed rate | Yonkers Gateway Center                  
Debt Instrument [Line Items]                  
Interest rate       4.16% 4.16%        
Long-term Debt, Gross       $ 28,897,000 $ 28,897,000       30,122,000
Effective interest rate       3.74% 3.74%        
Unamortized debt premium       $ 500,000 $ 500,000       600,000
Mortgages | First Mortgage | Fixed rate | Las Catalinas                  
Debt Instrument [Line Items]                  
Interest rate       7.43% 7.43%   4.43% 7.43%  
Long-term Debt, Gross       $ 128,822,000 $ 128,822,000       129,335,000
Total mortgages payable               $ 129,000,000  
Debt default, incremental interest rate               3.00%  
Accrued interest         $ 5,300,000        
Mortgages | First Mortgage | Fixed rate | Brick, NJ                  
Debt Instrument [Line Items]                  
Interest rate       3.87% 3.87%        
Long-term Debt, Gross       $ 50,000,000 $ 50,000,000       50,000,000
Mortgages | First Mortgage | Fixed rate | North Plainfield                  
Debt Instrument [Line Items]                  
Interest rate       3.99% 3.99%        
Long-term Debt, Gross       $ 25,100,000 $ 25,100,000       25,100,000
Mortgages | First Mortgage | Fixed rate | Middletown, NJ                  
Debt Instrument [Line Items]                  
Interest rate       3.78% 3.78%        
Long-term Debt, Gross       $ 31,400,000 $ 31,400,000       31,400,000
Mortgages | First Mortgage | Fixed rate | Rockaway                  
Debt Instrument [Line Items]                  
Interest rate       3.78% 3.78%        
Long-term Debt, Gross       $ 27,800,000 $ 27,800,000       27,800,000
Mortgages | First Mortgage | Fixed rate | East Hanover (200 - 240 Route 10 West), NJ                  
Debt Instrument [Line Items]                  
Interest rate       4.03% 4.03%        
Long-term Debt, Gross       $ 63,000,000 $ 63,000,000       63,000,000
Mortgages | First Mortgage | Fixed rate | North Bergen (Tonnelle Avenue), NJ                  
Debt Instrument [Line Items]                  
Interest rate       4.18% 4.18%        
Long-term Debt, Gross       $ 100,000,000 $ 100,000,000       100,000,000
Mortgages | First Mortgage | Fixed rate | Manchester Plaza                  
Debt Instrument [Line Items]                  
Interest rate       4.32% 4.32%        
Long-term Debt, Gross       $ 12,500,000 $ 12,500,000       12,500,000
Mortgages | First Mortgage | Fixed rate | Millburn                  
Debt Instrument [Line Items]                  
Interest rate       3.97% 3.97%        
Long-term Debt, Gross       $ 23,488,000 $ 23,488,000       23,798,000
Mortgages | First Mortgage | Fixed rate | Totowa, NJ                  
Debt Instrument [Line Items]                  
Interest rate       4.33% 4.33%        
Long-term Debt, Gross       $ 50,800,000 $ 50,800,000       50,800,000
Mortgages | First Mortgage | Fixed rate | Woodbridge Commons                  
Debt Instrument [Line Items]                  
Interest rate       4.36% 4.36%        
Long-term Debt, Gross       $ 22,100,000 $ 22,100,000       22,100,000
Mortgages | First Mortgage | Fixed rate | East Brunswick, NJ                  
Debt Instrument [Line Items]                  
Interest rate       4.38% 4.38%        
Long-term Debt, Gross       $ 63,000,000 $ 63,000,000       63,000,000
Mortgages | First Mortgage | Fixed rate | East Rutherford, NJ                  
Debt Instrument [Line Items]                  
Interest rate       4.49% 4.49%        
Long-term Debt, Gross       $ 23,000,000 $ 23,000,000       23,000,000
Mortgages | First Mortgage | Fixed rate | Brooklyn (Kingswood Center)                  
Debt Instrument [Line Items]                  
Interest rate       5.07% 5.07%        
Long-term Debt, Gross       $ 71,916,000 $ 71,916,000       0
Effective interest rate       3.74% 3.74%        
Unamortized debt premium       $ 6,400,000 $ 6,400,000        
Mortgages | First Mortgage | Fixed rate | Hackensack, NJ                  
Debt Instrument [Line Items]                  
Interest rate       4.36% 4.36%        
Long-term Debt, Gross       $ 66,400,000 $ 66,400,000       66,400,000
Mortgages | First Mortgage | Fixed rate | Marlton, NJ                  
Debt Instrument [Line Items]                  
Interest rate       3.86% 3.86%        
Long-term Debt, Gross       $ 37,400,000 $ 37,400,000       37,400,000
Mortgages | First Mortgage | Fixed rate | East Hanover Warehouses                  
Debt Instrument [Line Items]                  
Interest rate       4.09% 4.09%        
Long-term Debt, Gross       $ 40,700,000 $ 40,700,000       40,700,000
Mortgages | First Mortgage | Fixed rate | Union (2445 Springfield Avenue), NJ                  
Debt Instrument [Line Items]                  
Interest rate       4.01% 4.01%        
Long-term Debt, Gross       $ 45,600,000 $ 45,600,000       45,600,000
Mortgages | First Mortgage | Fixed rate | Freeport (437 East Sunrise Highway), NY                  
Debt Instrument [Line Items]                  
Interest rate       4.07% 4.07%        
Long-term Debt, Gross       $ 43,100,000 $ 43,100,000       43,100,000
Mortgages | First Mortgage | Fixed rate | Montehiedra Town Center | Senior Loan                  
Debt Instrument [Line Items]                  
Interest rate       5.00% 5.00%        
Long-term Debt, Gross       $ 81,571,000 $ 81,571,000       83,202,000
Mortgages | First Mortgage | Fixed rate | Montehiedra Town Center | Junior Loan                  
Debt Instrument [Line Items]                  
Interest rate       0.00% 0.00%        
Long-term Debt, Gross       $ 0 $ 0       30,000,000
Mortgages | First Mortgage | Fixed rate | Montclair, NJ                  
Debt Instrument [Line Items]                  
Interest rate       3.15% 3.15%        
Long-term Debt, Gross       $ 7,250,000 $ 7,250,000       0
Mortgages | First Mortgage | Fixed rate | Garfield, NJ                  
Debt Instrument [Line Items]                  
Interest rate       4.14% 4.14%        
Long-term Debt, Gross       $ 40,300,000 $ 40,300,000       40,300,000
Mortgages | First Mortgage | Fixed rate | Mount Kisco (Target)                  
Debt Instrument [Line Items]                  
Interest rate       6.40% 6.40%        
Long-term Debt, Gross       $ 13,090,000 $ 13,090,000       13,488,000
Unamortized debt discount                 (900,000)
Effective interest rate       7.31% 7.31%        
Revolving Credit Facility | Line of Credit                  
Debt Instrument [Line Items]                  
Interest rate       1.21% 1.21%        
Long-term Debt, Gross       $ 250,000,000 $ 250,000,000       0
Total mortgages payable, net of unamortized debt issuance costs       $ 250,000,000 $ 250,000,000       $ 0
Revolving Credit Facility | Line of Credit | LIBOR                  
Debt Instrument [Line Items]                  
Interest rate spread on variable rate         1.05%        
v3.20.2
MORTGAGES PAYABLE - Additional Information (Details)
1 Months Ended 3 Months Ended 9 Months Ended
Aug. 05, 2020
USD ($)
Jun. 01, 2020
USD ($)
May 31, 2020
USD ($)
Jun. 29, 2019
Mar. 07, 2017
USD ($)
extension_option
Nov. 05, 2020
USD ($)
Sep. 30, 2020
USD ($)
Sep. 30, 2019
USD ($)
Sep. 30, 2020
USD ($)
Sep. 30, 2019
USD ($)
Jun. 30, 2020
Apr. 30, 2020
USD ($)
Dec. 31, 2019
USD ($)
Jan. 15, 2015
USD ($)
Debt Instrument [Line Items]                            
Net carrying amount of real estate collateralizing indebtedness             $ 1,300,000,000   $ 1,300,000,000          
Gain (loss) on extinguishment of debt             0 $ 0 34,908,000 $ 0        
Long-term debt, amount forgiven                 30,000,000 $ 0        
Line of Credit | Revolving Credit Facility                            
Debt Instrument [Line Items]                            
Maximum borrowing capacity         $ 600,000,000                 $ 500,000,000
Increase in credit facility         $ 100,000,000                  
Number of extension options | extension_option         2                  
Term of each extension option         6 months                  
Proceeds from lines of credit             250,000,000              
Remaining borrowing capacity             350,000,000   350,000,000          
Gross debt issuance costs             $ 3,600,000   $ 3,600,000       $ 3,900,000  
Borrowing rate             1.21%   1.21%          
Line of Credit | Revolving Credit Facility | Subsequent Event                            
Debt Instrument [Line Items]                            
Repayments of long-term lines of credit           $ 250,000,000                
Line of Credit | Revolving Credit Facility | Maximum                            
Debt Instrument [Line Items]                            
Financial covenants, maximum leverage ratio       0.60                    
Facility fee         30.00%                  
Line of Credit | Revolving Credit Facility | Minimum                            
Debt Instrument [Line Items]                            
Financial covenants, minimum fixed charge coverage ratio       1.5                    
Facility fee         15.00%                  
Line of Credit | Revolving Credit Facility | LIBOR                            
Debt Instrument [Line Items]                            
Interest rate spread on variable rate                 1.05%          
Line of Credit | Revolving Credit Facility | LIBOR | Maximum                            
Debt Instrument [Line Items]                            
Interest rate spread on variable rate       1.50%                    
Line of Credit | Revolving Credit Facility | LIBOR | Minimum                            
Debt Instrument [Line Items]                            
Interest rate spread on variable rate       1.05%                    
Mortgages | Montehiedra Town Center                            
Debt Instrument [Line Items]                            
Gain (loss) on extinguishment of debt                 $ 34,900,000          
Mortgages | Montclair, NJ                            
Debt Instrument [Line Items]                            
Borrowing rate 3.15%                          
Debt instrument, term 10 years                          
Debt instrument, face amount $ 7,300,000                          
First Mortgage | Mortgages | Las Catalinas | Fixed rate                            
Debt Instrument [Line Items]                            
Borrowing rate             7.43%   7.43%   4.43% 7.43%    
Accrued interest                 $ 5,300,000          
Debt instrument, face amount                       $ 129,000,000    
First Mortgage | Mortgages | Montclair, NJ | Fixed rate                            
Debt Instrument [Line Items]                            
Borrowing rate             3.15%   3.15%          
Senior Loan | Mortgages | Montehiedra Town Center                            
Debt Instrument [Line Items]                            
Borrowing rate   5.00% 5.33%       5.00%   5.00%          
Debt instrument, term   10 years         10 years              
Debt instrument, face amount   $ 82,000,000 $ 83,000,000       $ 82,000,000   $ 82,000,000          
Senior Loan | First Mortgage | Mortgages | Montehiedra Town Center | Fixed rate                            
Debt Instrument [Line Items]                            
Borrowing rate             5.00%   5.00%          
Junior Loan | Mortgages | Montehiedra Town Center                            
Debt Instrument [Line Items]                            
Borrowing rate             3.00%   3.00%          
Accrued interest     $ 5,700,000       $ 5,400,000              
Write-off of incurred transaction costs             (100,000)              
Write-off of deferred financing fees             (400,000)              
Debt instrument, face amount   30,000,000                        
Long-term debt, amount forgiven   $ 30,000,000         $ 30,000,000              
Junior Loan | First Mortgage | Mortgages | Montehiedra Town Center | Fixed rate                            
Debt Instrument [Line Items]                            
Borrowing rate             0.00%   0.00%          
Property Lease Guarantee                            
Debt Instrument [Line Items]                            
Conditional corporate guarantee             $ 12,500,000   $ 12,500,000          
v3.20.2
MORTGAGES PAYABLE - Schedule of Maturities (Details)
$ in Thousands
Sep. 30, 2020
USD ($)
Debt Disclosure [Abstract]  
Remainder of 2018 $ 3,067
2019 12,956
2020 101,490
2021 347,158
2022 529,208
2023 35,382
Thereafter $ 821,329
v3.20.2
INCOME TAXES (Details)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
USD ($)
Sep. 30, 2019
USD ($)
Sep. 30, 2020
USD ($)
Sep. 30, 2019
USD ($)
Dec. 31, 2019
USD ($)
Income Tax Contingency [Line Items]          
Deferred tax liabilities, net $ (283)   $ (283)   $ (5,137)
Deferred tax assets, net (10,023)   (10,023)   0
Income tax expense $ 459 $ 53 $ (13,103) $ 1,249  
Puerto Rico          
Income Tax Contingency [Line Items]          
Number of malls 2   2    
Deferred Tax Assets, Gross $ 13,400   $ 13,400    
Branch profit tax     10.00%    
Commonwealth of Puerto Rico          
Income Tax Contingency [Line Items]          
Deferred tax assets, net (1,700)   $ (1,700)    
Valuation allowance 1,700   1,700    
Current state and local tax expense 1,700   $ 1,700    
Commonwealth of Puerto Rico | Puerto Rico          
Income Tax Contingency [Line Items]          
Non-resident withholding tax percentage     29.00%    
Income tax expense (1,300) $ 100 $ (14,800) $ 1,200  
Montehiedra Town Center          
Income Tax Contingency [Line Items]          
Deferred tax liabilities, net         $ (4,000)
Montehiedra Town Center | Puerto Rico          
Income Tax Contingency [Line Items]          
Deferred tax liabilities, net (10,300)   (10,300)    
Deferred tax assets, net $ (23,700)   $ (23,700)    
Minimum | Puerto Rico          
Income Tax Contingency [Line Items]          
State and local income taxes     18.50%    
Maximum | Puerto Rico          
Income Tax Contingency [Line Items]          
State and local income taxes     37.50%    
v3.20.2
LEASES - Components of Rental Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Leases [Abstract]        
Fixed lease revenue $ 53,396 $ 66,478 $ 174,141 $ 209,858
Variable lease revenue 21,963 24,291 67,483 79,707
Total rental revenue $ 75,359 $ 90,769 $ 241,624 $ 289,565
v3.20.2
FAIR VALUE MEASUREMENTS - Additional Information (Details)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2019
USD ($)
property
Jun. 30, 2019
USD ($)
Sep. 30, 2020
USD ($)
Sep. 30, 2019
USD ($)
property
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Impairment charges recognized     $ 0 $ 9,070
Property One [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Number of real estate properties | property 2     2
Impairment charges recognized $ 18,700      
Property Two [Member]        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Impairment charges recognized   $ 4,000    
Real Estate | Fair Value, Nonrecurring | Property One [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Assets, Fair Value Disclosure $ 28,500     $ 28,500
v3.20.2
FAIR VALUE MEASUREMENTS - Balance Sheet Grouping (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Sep. 30, 2019
Dec. 31, 2018
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]        
Cash and cash equivalents $ 646,432 $ 432,954 $ 441,561 $ 440,430
Carrying Amount        
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]        
Cash and cash equivalents 646,432 432,954    
Unsecured credit facility 250,000      
Carrying Amount | Mortgages        
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]        
Mortgages payable 1,600,590 1,556,248    
Unamortized debt issuance costs (10,300) (10,100)    
Fair Value        
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]        
Unsecured credit facility 250,000      
Fair Value | Level 1        
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]        
Cash and cash equivalents 646,432 432,954    
Fair Value | Level 2 | Mortgages        
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]        
Mortgages payable $ 1,617,137 $ 1,590,503    
v3.20.2
COMMITMENTS AND CONTINGENCIES (Details)
ft² in Thousands
1 Months Ended 3 Months Ended 9 Months Ended
Oct. 31, 2020
Sep. 30, 2020
USD ($)
Sep. 30, 2019
USD ($)
property
Sep. 30, 2020
USD ($)
Sep. 30, 2019
USD ($)
property
Nov. 03, 2020
Sep. 10, 2020
ft²
Jun. 15, 2020
ft²
Dec. 31, 2019
USD ($)
property
Jun. 13, 2018
Sep. 20, 2017
property
Loss Contingencies [Line Items]                      
Real estate redevelopment in process   $ 132,400,000   $ 132,400,000              
Estimated cost to complete development and redevelopment projects   91,300,000   91,300,000              
Insurance coverage, general liability insurance, limit per occurrence   200,000,000   200,000,000              
Insurance coverage, rental value insurance, limit per occurrence   500,000,000   500,000,000              
Insurance coverage, pollution insurance, limit per occurence   50,000,000   50,000,000              
Rental revenue deemed uncollectible       21,464,000 $ 1,107,000            
Deferred lease expense   $ 1,000,000.0   $ 1,000,000.0         $ 2,700,000    
Puerto Rico                      
Loss Contingencies [Line Items]                      
Number of real estate properties   2   2              
Puerto Rico | Mall                      
Loss Contingencies [Line Items]                      
Number of real estate properties | property     2   2       2   2
Puerto Rico | Hurricane Maria                      
Loss Contingencies [Line Items]                      
Insurance coverage, rental value insurance, limit per occurrence   $ 147,000,000   $ 147,000,000              
Shopping Center Wilkes-Barre, PA | Tornado | Hurricane Maria                      
Loss Contingencies [Line Items]                      
Casualty Gains (Losses)     $ 4,800,000                
Gain on Business Interruption Insurance Recovery         $ 300,000            
Percentage of Rentable Area Damaged                   13.00%  
Proceeds from Insurance Settlement, Operating Activities     5,500,000                
COVID-19                      
Loss Contingencies [Line Items]                      
Rental revenue deemed uncollectible   $ 8,400,000   21,500,000              
Rents received, percent   83.00%                  
Rent deferrals granted, amount   $ 2,600,000   2,600,000              
Abatements granted, aggregate amount   800,000   800,000              
Allowance for credit loss, writeoff   4,700,000   10,700,000              
COVID-19 | Paramus, NJ | Century 21                      
Loss Contingencies [Line Items]                      
Rental revenue deemed uncollectible   900,000   2,100,000              
Area of real estate property (in sq ft) | ft²             157        
Annual rental revenue       4,400,000              
Allowance for credit loss, writeoff   2,500,000   2,500,000              
COVID-19 | Paramus, NJ | 24 Hour Fitness                      
Loss Contingencies [Line Items]                      
Rental revenue deemed uncollectible   500,000   1,300,000              
Area of real estate property (in sq ft) | ft²               54      
Annual rental revenue       3,100,000              
Allowance for credit loss, writeoff   $ 3,500,000   $ 3,500,000              
COVID-19 | Subsequent Event                      
Loss Contingencies [Line Items]                      
Leasable area, gross, percent           98.00%          
Rents received, percent 86.00%                    
Business Interruption | Hurricane | Puerto Rico | Hurricane Maria                      
Loss Contingencies [Line Items]                      
Insurance Settlements Receivable     14,300,000   14,300,000            
Loss Contingency, Receivable, Proceeds         3,300,000            
Loss Contingency, Insurance Deductible         $ 2,300,000            
Gains (Losses) on Business Interruption     $ 8,700,000                
v3.20.2
PREPAID EXPENSES AND OTHER ASSETS (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]    
Other assets $ 7,520 $ 7,460
Deferred Tax Assets, Net 10,023 0
Real estate held for sale 0 6,574
Deposits for acquisitions 0 10,000
Prepaid expenses:    
Real estate taxes 6,806 6,491
Insurance 3,107 1,520
Licenses/fees 1,711 1,655
Total Prepaid expenses and other assets $ 29,167 $ 33,700
v3.20.2
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES (Details)
$ in Thousands
Sep. 30, 2020
USD ($)
Dec. 31, 2019
USD ($)
property
Sep. 30, 2019
property
Sep. 20, 2017
property
Segment Reporting, Other Significant Reconciling Item [Line Items]        
Deferred tenant revenue $ 24,942 $ 26,224    
Accrued capital expenditures and leasing costs 9,777 7,893    
Accrued interest payable 9,958 9,729    
Security deposits 6,129 5,814    
Deferred tax liability, net(1) 283 5,137    
Accrued payroll expenses 5,900 5,851    
Other liabilities and accrued expenses 11,407 15,996    
Total accounts payable, accrued expenses and other liabilities $ 68,396 $ 76,644    
Puerto Rico        
Segment Reporting, Other Significant Reconciling Item [Line Items]        
Number of real estate properties 2      
Mall | Puerto Rico        
Segment Reporting, Other Significant Reconciling Item [Line Items]        
Number of real estate properties | property   2 2 2
Montehiedra Town Center        
Segment Reporting, Other Significant Reconciling Item [Line Items]        
Deferred tax liability, net(1)   $ 4,000    
Montehiedra Town Center | Puerto Rico        
Segment Reporting, Other Significant Reconciling Item [Line Items]        
Deferred tax liability, net(1) $ 10,300      
Las Catalinas        
Segment Reporting, Other Significant Reconciling Item [Line Items]        
Deferred tax liability, net(1)   $ 1,100    
v3.20.2
INTEREST AND DEBT EXPENSE (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Other Income and Expenses [Abstract]        
Interest expense $ 17,433 $ 16,131 $ 51,771 $ 47,699
Amortization of deferred financing costs 703 730 2,113 2,170
Total Interest and debt expense $ 18,136 $ 16,861 $ 53,884 $ 49,869
v3.20.2
EQUITY AND NONCONTROLLING INTEREST (Details) - USD ($)
3 Months Ended 4 Months Ended 9 Months Ended
Jan. 15, 2015
Sep. 30, 2020
Sep. 30, 2019
Jun. 30, 2020
Sep. 30, 2020
Sep. 30, 2019
Noncontrolling Interest [Line Items]            
Stock Repurchase Program, Authorized Amount   $ 200,000,000     $ 200,000,000  
Repurchase of common shares (in shares)       5,900,000 5,873,923  
Treasury stock acquired, average cost per share (in dollars per share)       $ 9.22    
Repurchase of common shares       $ 54,100,000 $ 54,141,000  
Common stock, par value (in dollars per share)   $ 0.01     $ 0.01  
Distributions to redeemable NCI (in dollars per unit)     $ 0.22   $ 0.22 $ 0.66
Common limited partnership units issued (in shares)   5,700,000     5,700,000  
OP Units            
Noncontrolling Interest [Line Items]            
Conversion to stock, conversion rate         1  
LTIP Units            
Noncontrolling Interest [Line Items]            
Award vesting period         2 years  
Conversion to stock, conversion rate         1  
Operating Partnership | OP Units            
Noncontrolling Interest [Line Items]            
Noncontrolling interest percentage   3.90%     4.10%  
Walnut Creek (Mt. Diablo), CA | Noncontrolling Interest            
Noncontrolling Interest [Line Items]            
Noncontrolling interest percentage         5.00%  
Vornado Realty L.P. | Operating Partnership | Parent            
Noncontrolling Interest [Line Items]            
Noncontrolling interest percentage         96.10%  
Vornado Realty L.P. | Vornado Realty L.P. | Parent            
Noncontrolling Interest [Line Items]            
Noncontrolling interest percentage 5.40%          
v3.20.2
SHARE-BASED COMPENSATION - Share-based Compensation Expense (Details) - General and Administrative Expense - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total Share-based compensation expense $ 2,604 $ 3,310 $ 14,463 $ 10,269
Restricted share expense        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total Share-based compensation expense 199 297 653 1,384
Stock option expense        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total Share-based compensation expense 432 992 4,559 3,062
LTIP expense(1)        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total Share-based compensation expense 1,023 1,171 6,323 3,374
Performance-based LTI expense(2)        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total Share-based compensation expense 944 828 2,886 2,315
Deferred share unit (“DSU”) expense        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total Share-based compensation expense $ 6 $ 22 $ 42 $ 134
v3.20.2
SHARE-BASED COMPENSATION - Additional Information (Details) - USD ($)
9 Months Ended
Feb. 20, 2020
Sep. 30, 2020
Sep. 30, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Share-based Payment Arrangement, Accelerated Cost   $ 5,600,000 $ 400,000
Number of options vested (in shares)   2,208,304  
LTIP Units      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Number or equity awards granted (in shares)   297,195  
Number of awards vested (in shares)   341,022  
LTIP Units | Long-Term Incentive Plan 2020      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Performance measurement period of equity awards 3 years    
Time-based LTIP Shares | Long-Term Incentive Plan 2020      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Weighted percentage of equity awards $ 0.3333    
Performance-based LTIP Shares | Long-Term Incentive Plan 2020      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Weighted percentage of equity awards 0.6666    
Time-based and Performance-based LTIP Shares | Long-Term Incentive Plan 2020      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Grant date fair value of equity awards $ 8,800,000    
Restricted Shares      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Number or equity awards granted (in shares)   31,679  
Number of awards vested (in shares)   50,285  
v3.20.2
EARNINGS PER SHARE AND UNIT (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Numerator:        
Net income attributable to common shareholders $ (5,605) $ 54,040 $ 74,630 $ 106,148
Less: (Earnings) loss allocated to unvested participating securities 4 (43) (50) (89)
Net income (loss) available for common shareholders - basic (5,601) 53,997 74,580 106,059
OP and LTIP units 0 0 0 5,883
Net income (loss) available for common shareholders - dilutive $ (5,601) $ 53,997 $ 74,580 $ 111,942
Denominator:        
Weighted average common shares outstanding - basic (in shares) 116,625 121,087 118,033 119,259
Effect of dilutive securities:        
Assumed conversion of OP and LTIP units (in shares) 0 0 0 7,128
Weighted average common shares outstanding - diluted (in shares) 116,625 121,183 118,111 126,489
Earnings per share available to common shareholders:        
Earnings per common share - Basic (in dollars per share) $ (0.05) $ 0.45 $ 0.63 $ 0.89
Earnings per common share - Diluted (in dollars per share) $ (0.05) $ 0.45 $ 0.63 $ 0.89
Urban Edge Properties LP        
Numerator:        
Net income attributable to common shareholders $ (5,830) $ 56,702 $ 78,003 $ 112,683
Less: (Earnings) loss allocated to unvested participating securities 4 (43) (50) (89)
Net income (loss) available for common shareholders - basic $ (5,826) $ 56,659 $ 77,953 $ 112,594
Denominator:        
Weighted average common shares outstanding - basic (in shares) 120,618 126,277 122,332 126,387
Effect of dilutive securities:        
Stock options using treasure stock method and restricted stock awards (in shares) 0 96 78 102
Assumed conversion of OP and LTIP units (in shares) 0 0 764 1
Weighted average common shares outstanding - diluted (in shares) 120,618 126,373 123,174 126,490
Earnings per share available to common shareholders:        
Earnings per common share - Basic (in dollars per share) $ (0.05) $ 0.45 $ 0.64 $ 0.89
Earnings per common share - Diluted (in dollars per share) $ (0.05) $ 0.45 $ 0.63 $ 0.89
Restricted share expense        
Effect of dilutive securities:        
Stock options using treasure stock method and restricted stock awards (in shares) 0 96 78 102
v3.20.2
Label Element Value
Cumulative Effect of New Accounting Principle in Period of Adoption us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption $ (2,918,000)
Retained Earnings [Member]  
Cumulative Effect of New Accounting Principle in Period of Adoption us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption (2,918,000)
Subsidiaries [Member]  
Cumulative Effect of New Accounting Principle in Period of Adoption us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption (2,918,000)
Subsidiaries [Member] | Retained Earnings [Member]  
Cumulative Effect of New Accounting Principle in Period of Adoption us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption $ (2,918,000)