EQUITY AND NONCONTROLLING INTEREST |
3 Months Ended |
---|---|
Mar. 31, 2025 | |
Noncontrolling Interest [Abstract] | |
EQUITY AND NONCONTROLLING INTEREST | EQUITY AND NONCONTROLLING INTEREST At-The-Market Program On August 15, 2022, the Company and the Operating Partnership entered into an equity distribution agreement (the “Equity Distribution Agreement”) with various financial institutions acting as agents, forward sellers, and forward purchasers. Pursuant to the Equity Distribution Agreement, the Company may from time to time offer and sell, through the agents and forward sellers, the Company’s common shares, par value $0.01 per share, having an aggregate offering price of up to $250 million (the “ATM Program”). Concurrently with the Equity Distribution Agreement, the Company entered into separate master forward confirmations (each a “Master Confirmation” and collectively, the “Master Confirmations”) with each of the forward purchasers. Sales under the ATM Program may be made from time to time, as needed, by means of ordinary brokers’ transactions or other transactions that are deemed to be “at the market” offerings, in privately negotiated transactions, which may include block trades, or as otherwise agreed with the sales agents. The ATM Program replaced the Company’s previous at-the-market program established on June 7, 2021. The Equity Distribution Agreement provides that the Company may also enter into forward sale agreements pursuant to any Master Confirmation and related supplemental confirmations with the forward purchasers. In connection with any forward sale agreement, a forward purchaser will, at the Company’s request, borrow from third parties, through its forward seller, and sell a number of shares equal to the amount provided in such agreement. During the three months ended March 31, 2025, the Company did not issue any common shares under the ATM Program, however, we incurred $0.2 million of offering expenses related to fees for potential issuance. During the three months ended March 31, 2024, the Company issued 1,082,945 common shares at a weighted average gross price of $17.31 per share under the ATM Program, generating net cash proceeds of $18.5 million. In addition, we incurred $1.3 million of offering expenses related to the issuance of these common shares. Actual future sales will depend on a variety of factors including, but not limited to, market conditions, the trading price of our common shares, and our capital needs. The Company has no obligation to sell any shares under the ATM Program. Share Repurchase Program The Company has a share repurchase program for up to $200 million, under which the Company may repurchase its shares from time to time in the open market or in privately negotiated transactions in compliance with SEC Rule 10b-18. The amount and timing of the purchases will depend on a number of factors including the price and availability of the Company’s shares, trading volume and general market conditions. The share repurchase program does not obligate the Company to acquire any particular amount of common shares and may be suspended or discontinued at any time at the Company’s discretion. During the three months ended March 31, 2025 and 2024, no shares were repurchased by the Company. As of March 31, 2025, there was approximately $145.9 million remaining for share repurchases under this program. Units of the Operating Partnership The Operating Partnership’s capital includes general and common limited partnership interests in the operating partnership. As of March 31, 2025, Urban Edge owned approximately 95.0% of the outstanding common OP Units with the remaining limited OP Units held by members of management, Urban Edge’s Board of Trustees and contributors of property interests acquired. Urban Edge serves as the sole general partner of the Operating Partnership. The third-party unitholders have limited rights over the Operating Partnership such that they do not have characteristics of a controlling financial interest. As such, the Operating Partnership is considered a VIE, and the Company is the primary beneficiary which consolidates it. The Company’s only investment is the Operating Partnership. The VIE’s assets can be used for purposes other than the settlement of the VIE’s obligations and the Company’s partnership interest is considered a majority voting interest. Dividends and Distributions During the three months ended March 31, 2025 and 2024, the Company declared distributions on common shares and OP Units of $0.19 and $0.17 per share/unit, respectively. Noncontrolling Interests in Operating Partnership Noncontrolling interests in the Operating Partnership reflected on the consolidated balance sheets of the Company are comprised of OP Units and limited partnership interests in the Operating Partnership in the form of LTIP Unit awards. LTIP Unit awards were granted to certain executives pursuant to our 2024 Omnibus Share Plan and 2015 Omnibus Share Plan (collectively the “Omnibus Share Plans”), as well as the 2018 Inducement Equity Plan. OP Units were issued to contributors in exchange for their property interests in connection with the Company’s property acquisitions in 2017. The total of the OP Units and LTIP Units represent a 4.9% weighted-average interest in the Operating Partnership for the three months ended March 31, 2025. Holders of outstanding vested LTIP Units may, from and after two years from the date of issuance, redeem their LTIP Units for cash, or for the Company’s common shares on a one-for-one basis, solely at our election. Holders of outstanding OP Units may redeem their units for cash or the Company’s common shares on a one-for-one basis, solely at our election. Noncontrolling Interests in Consolidated Subsidiaries The Company’s noncontrolling interests relate to the 5% interest held by others in our property in Walnut Creek, CA (Mount Diablo) and 17.5% held by others in our property in Massapequa, NY. The net income attributable to noncontrolling interests is presented separately on our consolidated statements of income and comprehensive income.
|