EASTGROUP PROPERTIES INC 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following discussion and analysis of results of operations and financial condition should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q. FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q includes “forward-looking statements” (within the meaning of the federal securities laws, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that reflect EastGroup Properties Inc.’s (the “Company” or “EastGroup”) expectations and projections about the Company’s future results, performance, prospects, plans and opportunities. The Company has attempted to identify these forward-looking statements by the use of words such as “may,” “will,” “seek,” “expects,” “anticipates,” “believes,” “targets,” “intends,” “should,” “estimates,” “could,” “continue,” “assume,” “projects,” “goals,” “plans” or variations of such words and similar expressions or the negative of such words, although not all forward-looking statements contain such words. These forward-looking statements are based on information currently available to the Company and are subject to a number of known and unknown assumptions, risks, uncertainties and other factors that may cause the Company’s actual results, performance, plans or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among other things, those discussed below. The Company intends for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable by law. The Company does not undertake to publicly update or revise any forward-looking statements, whether as a result of changes in underlying assumptions or new information, future events or otherwise, except as may be required by law. The following are some, but not all, of the risks, uncertainties and other factors that could cause the Company’s actual results to differ materially from those presented in the Company’s forward-looking statements (the Company refers to itself as “we,” “us” or “our” in the following): • international, national, regional and local economic conditions; • the competitive environment in which the Company operates; • fluctuations of occupancy or rental rates; • potential defaults (including bankruptcies or insolvency) on or non-renewal of leases by tenants, or our ability to lease space at current or anticipated rents, particularly in light of the recent inflationary environment; • disruption in supply and delivery chains; • increased construction and development costs; • acquisition and development risks, including failure of such acquisitions and development projects to perform in accordance with our projections or to materialize at all; • potential changes in the law or governmental regulations and interpretations of those laws and regulations, including changes in real estate laws, real estate investment trust (“REIT”) or corporate income tax laws, potential changes in zoning laws, or increases in real property tax rates, and any related increased cost of compliance; • our ability to maintain our qualification as a REIT; • natural disasters such as fires, floods, tornadoes, hurricanes and earthquakes; • pandemics, epidemics or other public health emergencies, such as the coronavirus pandemic; • the availability of financing and capital, increases in interest rates, and our ability to raise equity capital on attractive terms; • financing risks, including the risks that our cash flows from operations may be insufficient to meet required payments of principal and interest, and we may be unable to refinance our existing debt upon maturity or obtain new financing on attractive terms or at all; • our ability to retain our credit agency ratings; • our ability to comply with applicable financial covenants; • credit risk in the event of non-performance by the counterparties to our interest rate swaps; • how and when pending forward equity sales may settle; • lack of or insufficient amounts of insurance; • litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; • our ability to attract and retain key personnel; • risks related to the failure, inadequacy or interruption of our data security systems and processes, including security breaches through cyber attacks; • potentially catastrophic events such as acts of war, civil unrest and terrorism; and -24- • environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by us. The risks included herein are not exhaustive, and investors should be aware that there may be other factors that could adversely affect our business and financial performance. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. All forward-looking statements should be read in light of the risks identified in Part I, Item 1A. Risk Factors within the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as such factors may be updated from time to time in the Company’s periodic filings and current reports filed with the Securities and Exchange Commission. OVERVIEW EastGroup’s goal is to maximize shareholder value by being a leading provider in its markets of functional, flexible and quality business distribution space for location-sensitive customers (primarily in the 20,000 to 100,000 square foot range). The Company develops, acquires and operates distribution facilities, the majority of which are clustered around major transportation features in supply constrained submarkets in major Sunbelt regions. The Company’s core markets are in the states of Florida, Texas, Arizona, California and North Carolina. During the nine months ended September 30, 2024, economic uncertainty and stock market volatility have continued due to a number of factors, including periods of sustained inflation, interest rate uncertainty and geopolitical conflict. While these factors have not had a significant adverse impact on EastGroup to date, they may adversely impact the Company in the future. Most of the Company’s leases require the tenants to pay their pro rata share of operating expenses, including real estate taxes, insurance and common area maintenance, thereby reducing the Company’s exposure to increases in operating expenses resulting from inflation or other factors. Additionally, most of the Company's leases include scheduled rent increases. In the event inflation causes increases in the Company’s general and administrative expenses, or higher interest rates increase the Company’s cost of doing business, such increased costs would not be passed through to tenants and could adversely affect the Company’s results of operations. The Company continues to monitor inflation and interest rates, as well as the uncertainty resulting from the overall economic environment. EastGroup believes its current operating cash flow and unsecured bank credit facilities provide the capacity to fund the operations of the Company, and the Company also believes it can issue common and/or preferred equity and obtain debt financing on currently acceptable terms. Direct Common Stock Issuance Activity During the nine months ended September 30, 2024, EastGroup sold, and subsequently settled the issuance of, 458,679 shares of common stock directly through sales agents under its current at-the-market common stock offering program (“Current 2023 ATM Program”) at a weighted average price of $174.43 per share, providing aggregate net proceeds to the Company of $79,210,000. Forward Equity Offering Activity During the nine months ended September 30, 2024, EastGroup entered into forward equity sale agreements with certain financial institutions acting as forward counterparties under the Current 2023 ATM Program with respect to 1,986,336 shares of common stock with an initial weighted average forward price of $179.46 per share. The Company did not receive any proceeds from the sale of common shares by the forward counterparties at the time we entered into forward equity sale agreements. Also during the nine months ended September 30, 2024, the Company settled outstanding forward equity sale agreements that were previously entered into under the Current 2023 ATM Program by issuing 993,214 shares of common stock in exchange for net proceeds of approximately $175,146,000. Additionally, on June 13, 2024, the Company amended its unsecured bank credit facilities to extend the maturity date by three years to July 31, 2028. EastGroup’s financing and equity issuances are further described in Liquidity and Capital Resources . The Company’s primary source of revenue is rental income. During the nine months ended September 30, 2024, EastGroup executed new and renewal leases on 6,617,000 square feet (representing 11.6% of the operating portfolio’s total square footage of 56,840,000). For new and renewal leases signed during the first nine months of 2024, average rental rates increased by 55.9% as compared to the former leases on the same spaces. -25- On a diluted per share basis, Net Income Attributable to EastGroup Properties, Inc. Common Stockholders was $3.49 for the nine months ended September 30, 2024, compared to $3.06 for the same period of 2023, a 14.1% increase. See the Company’s analysis of performance trends below for further details. Property Net Operating Income (“PNOI”) Excluding Income from Lease Terminations from same properties (defined as operating properties owned during the entire period from January 1, 2023 through September 30, 2024), increased 5.2% for the nine months ended September 30, 2024, as compared to the same period in 2023. EastGroup’s operating portfolio was 96.9% leased and 96.5% occupied as of September 30, 2024, compared to 98.5% and 97.7%, respectively, at September 30, 2023. As of October 23, 2024, the operating portfolio was 96.5% leased and 95.9% occupied. As of September 30, 2024, leases approximating 1.4% of the operating portfolio, based on a percentage of annualized based rent, were scheduled to expire during the remainder of 2024. This percentage was reduced to 1.1% as of October 23, 2024. The Company generates new sources of leasing revenue through its acquisitions and also its development and value-add program. The Company mitigates risks associated with development through a Board-approved maximum level of land held for development and by adjusting development start dates according to leasing activity. During the nine months ended September 30, 2024, EastGroup acquired 34.3 acres of development land in Atlanta for $3,302,000. The Company also began construction of five development projects, containing a total of 783,000 square feet in five markets. EastGroup also transferred six development projects (1,162,000 square feet) in six markets from Development and value-add propertie s to Real estate properties , with costs of $157,567,000 at the date of transfer. As of September 30, 2024, EastGroup’s development and value-add program consisted of 17 projects (3,698,000 square feet) located in 12 markets. The projected total investment for the development projects, which were collectively 31.3% leased as of October 23, 2024, is $527,700,000, of which $135,309,000 remained to be invested as of September 30, 2024. During the nine months ended September 30, 2024, EastGroup acquired operating properties in Austin, Las Vegas and Raleigh, containing 684,000 square feet for $143,585,000. There were no value-add property acquisitions during the period. During the nine months ended September 30, 2024, EastGroup sold a group of operating properties in the Jackson, Mississippi market, containing 159,000 square feet and 3.9 acres of land in San Francisco, generating gross sales proceeds of $18,050,000. The Company recognized $8,751,000 in Gain on sales of real estate investments and $222,000 in gains on sales of non-operating real estate (included in Other on the Consolidated Statements of Income and Comprehensive Income) during the nine months ended September 30, 2024. The Company typically initially funds its development and acquisition programs through its $675,000,000 unsecured bank credit facilities (as discussed in Liquidity and Capital Resources ). As market conditions permit, EastGroup issues equity and/or employs fixed-rate debt, including variable-rate debt that has been swapped to an effectively fixed rate through the use of interest rate swaps, to replace short-term bank borrowings. Moody’s Investors Service has assigned the Company’s issuer rating of Baa2 with a stable outlook. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating. For future debt issuances, the Company intends to issue primarily unsecured fixed-rate debt, including variable-rate debt that has been swapped to an effectively fixed rate through the use of interest rate swaps. The Company may also access the public debt market in the future as a means to raise capital. EastGroup has one reportable segment – industrial properties, consistent with the Company’s manner of internal reporting, measurement of operating results and allocation of the Company’s resources. The Company’s chief decision makers use two primary measures of operating results in making decisions: (1) funds from operations (“FFO”) attributable to common stockholders, and (2) property net operating income (“PNOI”). FFO is computed in accordance with standards established by the National Association of Real Estate Investment Trusts, Inc. (“Nareit”). Nareit’s guidance allows preparers an option as it pertains to whether gains or losses on sale, or impairment charges, on real estate assets incidental to a REIT’s business are excluded from the calculation of FFO. EastGroup has made the election to exclude activity related to such assets that are incidental to our business. FFO is calculated as net income (loss) attributable to common stockholders computed in accordance with U.S. generally accepted accounting principles (“GAAP”), excluding gains and losses from sales of real estate property (including other assets incidental to the Company’s business) and impairment losses, adjusted for real estate related depreciation and amortization, and -26- after adjustments for unconsolidated partnerships and joint ventures. FFO is not considered as an alternative to net income (determined in accordance with GAAP) as an indication of the Company’s financial performance, nor is it a measure of the Company’s liquidity or indicative of funds available to provide for the Company’s cash needs, including its ability to make distributions. The Company’s key drivers affecting FFO are changes in PNOI (as discussed below), interest rates, the amount of leverage the Company employs and general and administrative expenses. PNOI is defined as Income from real estate operations less Expenses from real estate operations (including market-based internal management fee expense) plus the Company’s share of income and property operating expenses from its less-than-wholly-owned real estate investments. EastGroup sometimes refers to PNOI from Same Properties as “Same PNOI”; the Company also presents Same PNOI Excluding Income from Lease Terminations. Same Properties is defined as operating properties owned during the entire current and prior year reporting periods. Properties developed or acquired are excluded until held in the operating portfolio for both the current and prior year reporting periods. Properties sold during the current or prior year reporting periods are also excluded. For the three and nine months ended September 30, 2024, Same Properties includes properties which were included in the operating portfolio for the entire period from January 1, 2023 through September 30, 2024. The Company presents Same PNOI and Same PNOI Excluding Income from Lease Terminations as a property-level supplemental measure of performance used to evaluate the performance of the Company’s investments in real estate assets and its operating results on a same property basis. FFO and PNOI are supplemental industry reporting measurements used to evaluate the performance of the Company’s investments in real estate assets and its operating results. The Company believes that the exclusion of depreciation and amortization in the calculations of PNOI and FFO provides supplemental indicators of the properties’ performance since real estate values have historically risen or fallen with market conditions. PNOI and FFO as calculated by the Company may not be comparable to similarly titled but differently calculated measures for other REITs. Investors should be aware that items excluded from or added back to FFO are significant components in understanding and assessing the Company’s financial performance. These non-GAAP figures should not be considered a substitute for, and should only be considered together with and as a supplement to, the Company’s financial information presented in accordance with GAAP. -27- The following table presents reconciliations of Net Income to PNOI, Same PNOI and Same PNOI Excluding Income from Lease Terminations for the three and nine months ended September 30, 2024 and 2023. Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 (In thousands) NET INCOME $ 55,194 48,910 169,153 137,079 Gain on sales of real estate investments — — (8,751) (4,809) Gain on sales of non-operating real estate — — (222) (446) Interest income (306) (197) (822) (383) Other revenue (15) (2,152) (1,922) (4,289) Indirect leasing costs 159 147 556 436 Depreciation and amortization 48,917 42,521 139,749 125,830 Company’s share of depreciation from unconsolidated investment 32 31 94 93 Interest expense 9,871 11,288 29,764 36,888 General and administrative expense 5,154 3,429 16,576 13,017 Noncontrolling interest in PNOI of consolidated joint ventures (16) (16) (47) (47) PROPERTY NET OPERATING INCOME (“PNOI”) 118,990 103,961 344,128 303,369 PNOI from 2023 and 2024 acquisitions (4,787) (809) (12,361) (1,262) PNOI from 2023 and 2024 development and value-add properties (8,644) (3,747) (22,183) (7,384) PNOI from 2023 and 2024 operating property dispositions — (792) (177) (2,133) Other PNOI 21 50 123 248 SAME PNOI 105,580 98,663 309,530 292,838 Lease termination fee income from same properties (1,745) (221) (1,957) (532) SAME PNOI EXCLUDING INCOME FROM LEASE TERMINATIONS $ 103,835 98,442 307,573 292,306 PNOI was calculated as follows for the three and nine months ended September 30, 2024 and 2023. Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 (In thousands) Income from real estate operations $ 162,861 144,378 474,268 417,153 Expenses from real estate operations (44,163) (40,709) (131,017) (114,662) Noncontrolling interest in PNOI of consolidated joint ventures (16) (16) (47) (47) PNOI from 50% owned unconsolidated investment 308 308 924 925 PROPERTY NET OPERATING INCOME (“PNOI”) $ 118,990 103,961 344,128 303,369 Income from real estate operations is comprised of rental income, net of reserves of uncollectible rent, expense reimbursement pass-through income and other real estate income including lease termination fees. Expenses from real estate operations is comprised of property taxes, insurance, utilities, repair and maintenance expenses, management fees and other operating costs. Generally, the Company’s most significant operating expenses are property taxes and insurance. Tenant leases may be net leases in which the total operating expenses are recoverable, modified gross leases in which some of the operating expenses are recoverable, or gross leases in which no expenses are recoverable (gross leases represent only a small portion of the Company’s total leases). Increases in property operating expenses are fully recoverable under net leases and recoverable to a high degree under modified gross leases. Modified gross leases often include base year amounts, and expense increases over these amounts are recoverable. The Company’s exposure to property operating expenses is primarily due to vacancies and leases for occupied space that limit the amount of expenses that can be recovered. -28- The following table presents reconciliations of Net Income Attributable to EastGroup Properties, Inc. Common Stockholders to FFO Attributable to Common Stockholders for the three and nine months ended September 30, 2024 and 2023. Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 (In thousands, except per share data) NET INCOME ATTRIBUTABLE TO EASTGROUP PROPERTIES, INC. COMMON STOCKHOLDERS $ 55,180 48,896 169,111 137,036 Depreciation and amortization 48,917 42,521 139,749 125,830 Company’s share of depreciation from unconsolidated investment 32 31 94 93 Depreciation and amortization from noncontrolling interest (2) (2) (4) (4) Gain on sales of real estate investments — — (8,751) (4,809) Gain on sales of non-operating real estate — — (222) (446) FFO ATTRIBUTABLE TO COMMON STOCKHOLDERS 104,127 91,446 299,977 257,700 Gain on involuntary conversion and business interruption claims — (2,118) (1,708) (4,187) FFO ATTRIBUTABLE TO COMMON STOCKHOLDERS — EXCLUDING GAIN ON INVOLUNTARY CONVERSION AND BUSINESS INTERRUPTION CLAIMS $ 104,127 89,328 298,269 253,513 Net income attributable to common stockholders per diluted share $ 1.13 1.07 3.49 3.06 FFO attributable to common stockholders per diluted share $ 2.13 2.00 6.19 5.75 FFO attributable to common stockholders per diluted share — excluding gain on involuntary conversion and business interruption claims $ 2.13 1.95 6.16 5.66 Diluted shares for earnings per share and funds from operations per share 48,999 45,788 48,435 44,782 The Company analyzes the following performance trends in evaluating the revenues and expenses of the Company: • Net Income Attributable to EastGroup Properties, Inc. Common Stockholders for the three and nine months ended September 30, 2024 was $55,180,000 ($1.13 per basic and diluted share) and $169,111,000 ($3.50 per basic and $3.49 per diluted share), respectively, compared to $48,896,000 ($1.07 per basic and diluted share) and $137,036,000 ($3.07 per basic and $3.06 per diluted share) for the same periods in 2023. See Results of Operations for further analysis. • The change in FFO per share represents the increase or decrease in FFO per share from the current period compared to the same period in the prior year. For the three months ended September 30, 2024, FFO was $2.13 per share compared with $2.00 per share for the same period of 2023, an increase of 6.5%. For the nine months ended September 30, 2024, FFO was $6.19 per share compared with $5.75 per share for the same period of 2023, an increase of 7.7%. FFO increased during the three and nine months ended September 30, 2024, as compared to the same periods in 2023, primarily due to the increase in PNOI and the decrease in interest expense, partially offset by an increase in general and administrative expense. • For the three months ended September 30, 2024, PNOI increased by $15,029,000, or 14.5%, as compared to the same period in 2023. PNOI increased $6,917,000 from same property operations, $4,897,000 from newly developed and value-add properties, and $3,978,000 from 2023 and 2024 acquisitions; PNOI decreased $792,000 from operating properties sold in 2023 and 2024. For the nine months ended September 30, 2024, PNOI increased by $40,759,000, or 13.4%, as compared to the same period in 2023. PNOI increased $16,692,000 from same property operations, $14,799,000 from newly developed and value-add properties, and $11,099,000 from 2023 and 2024 acquisitions; PNOI decreased $1,956,000 from operating properties sold in 2023 and 2024. • The change in Same PNOI represents the PNOI increase or decrease for the same operating properties owned during the entire period from January 1, 2023 through September 30, 2024. Same PNOI, excluding income from lease terminations, increased 5.5% and 5.2% for the three and nine months ended September 30, 2024, as compared to the same periods in 2023. -29- • Same property average occupancy represents the average month-end percentage of leased square footage for which the lease term has commenced as compared to the total leasable square footage for the same operating properties owned during the entire current and prior year reporting periods (January 1, 2023 through September 30, 2024). Same property average occupancy was 96.7% for the three months ended September 30, 2024, compared to 97.9% for the same period of 2023. Same property average occupancy was 97.0% for the nine months ended September 30, 2024, compared to 98.2% for the same period of 2023. • The same property average rental rate calculated in accordance with GAAP represents the average annual rental rates of leases in place for the same operating properties owned during the entire current and prior year reporting periods (January 1, 2023 through September 30, 2024). The same property average rental rate was $8.28 and $8.17 per square foot for the three and nine months ended September 30, 2024, respectively, compared to $7.79 and $7.69 per square foot for the same periods of 2023. • Occupancy is the percentage of leased square footage for which the lease term has commenced as compared to the total leasable square footage as of the close of the reporting period. Occupancy at September 30, 2024 was 96.5%. Quarter-end occupancy ranged from 97.1% to 98.2% over the previous four quarters ended September 30, 2023 to June 30, 2024. • Rental rate change represents the rental rate increase or decrease on new and renewal leases compared to the prior leases on the same space. Rental rate increases on new and renewal leases (4.1% of the operating portfolio’s total square footage) averaged 50.9% for the three months ended September 30, 2024. For the nine months ended September 30, 2024, rental rate increases on new and renewal leases (11.6% of the operating portfolio’s total square footage) averaged 55.9%. • Lease termination fee income is included in Income from real estate operations. Lease termination fee income for the three and nine months ended September 30, 2024 was $1,745,000 and $1,957,000, respectively, compared to $221,000 and $532,000 for the same periods of 2023. • The Company records reserves of uncollectible rent as reductions to Income from real estate operations ; recoveries for uncollectible rent are recorded as additions to Income from real estate operations . The Company recorded net reserves of uncollectible rent of $1,113,000 and $2,534,000 for the three and nine months ended September 30, 2024, respectively, compared to $446,000 and $1,201,000 for the same periods of 2023. We evaluate the collectability of rents and other receivables for individual leases at each reporting period based on factors including, among others, tenant payment history, the financial condition of the tenant, business conditions and trends in the industry in which the tenant operates and economic conditions in the geographic area where the property is located. If evaluation of these factors or others indicates it is not probable we will collect substantially all rent, we recognize an adjustment to rental revenue. If our judgment or estimation regarding probability of collection changes we may adjust or record additional rental revenue in the period such conclusion is reached. The Company followed its normal process for recording reserves of uncollectible rent during the three and nine months ended September 30, 2024. FINANCIAL CONDITION EastGroup’s Total Assets were $4,754,065,000 at September 30, 2024, an increase of $234,852,000 from December 31, 2023. Total Liabilities increased $10,795,000 to $1,921,374,000, and Total Equity increased $224,057,000 to $2,832,691,000 during the same period. The following paragraphs explain these changes in additional detail. Assets Real Estate Properties Real estate properties increased $330,509,000 during the nine months ended September 30, 2024, primarily due to: (i) the transfer of projects from Development and value-add properties to Real estate properties ; (ii) the acquisition of operating properties; (iii) capital improvements at the Company’s properties; and (iv) costs incurred on development and value-add projects subsequent to transfer to Real estate properties discussed below. The increases were partially offset by the sale of operating properties. -30- During the nine months ended September 30, 2024, EastGroup acquired the following properties: REAL ESTATE PROPERTIES ACQUIRED IN 2024 Location Size Date Acquired Cost (1) (Square feet) (In thousands) Operating properties acquired (2)(3) Spanish Ridge Industrial Park Las Vegas, NV 231,000 01/23/2024 $ 54,859 147 Exchange Raleigh, NC 274,000 05/03/2024 52,945 Hays Commerce Center 3 & 4 Austin, TX 179,000 08/19/2024 35,781 Total operating property acquisitions 684,000 $ 143,585 (1) Cost is calculated in accordance with FASB ASC 805, Business Combinations, and represents the sum of the purchase price, closing costs and capitalized acquisition costs. Refer to Note 7 in the Notes to Consolidated Financial Statements for further details. (2) Operating properties are defined as stabilized real estate properties (land including buildings and improvements) in the Company’s operating portfolio; included in Real estate properties on the Consolidated Balance Sheets. (3) Excludes acquired development land as discussed below. During the nine months ended September 30, 2024, the Company made capital improvements of $47,183,000 on existing properties (included in the Real Estate Improvements table under Results of Operations ). Also, the Company incurred costs of $3,009,000 on development and value-add properties subsequent to transfer to Real estate properties ; the Company records these expenditures as development and value-add costs on the Consolidated Statements of Cash Flows. During the nine months ended September 30, 2024, EastGroup sold a group of operating properties in the Jackson, Mississippi market containing 159,000 square feet, generating gross sales proceeds of $14,050,000. The Company recognized $8,751,000 in Gain on sales of real estate investments during the nine months ended September 30, 2024. Development and Value-Add Properties EastGroup’s investment in Development and value-add properties at September 30, 2024 consisted of projects in lease-up and under construction of $392,391,000 and prospective development (primarily land) of $261,701,000. The Company’s total investment in Development and value-add properties at September 30, 2024 was $654,092,000 compared to $639,647,000 at December 31, 2023. Total capital invested for development during the first nine months of 2024 was $181,353,000, which consisted of improvement costs of $175,042,000 on development and value-add properties, $3,302,000 for new land investments, and costs of $3,009,000 on properties subsequent to transfer to Real estate properties. The capitalized costs incurred on development and value-add properties subsequent to transfer to Real estate properties include capital improvements at the properties and do not include other capitalized costs associated with development (i.e., interest expense, property taxes and internal personnel costs). The Company capitalized internal development costs of $1,903,000 and $6,158,000 for the three and nine months ended September 30, 2024, respectively, compared to $3,171,000 and $7,983,000 for the same periods of 2023. The decrease was due to starting fewer development projects in the nine months ended September 30, 2024, as compared to the same period of 2023. There were no value-add acquisitions during the nine months ended September 30, 2024. During the nine months ended September 30, 2024, the Company acquired 34.3 acres of development land in Atlanta for $3,302,000. Costs associated with this acquisition are included in the Development and Value-Add Properties table. These increases were offset by the transfer of six development and value-add projects to Real estate properties during the nine months ended September 30, 2024 with a total investment of $157,567,000 as of the date of transfer. During the nine months ended September 30, 2024, EastGroup sold 3.9 acres of land in San Francisco, generating gross sales proceeds of $4,000,000. The Company recognized $222,000 in gains on sales of non-operating real estate (included in Other on the Consolidated Statements of Income and Comprehensive Income) during the nine months ended September 30, 2024. -31- A summary of the Company's Development and Value-Add Properties for the nine months ended September 30, 2024 follows: Actual or Estimated Building Size Cumulative Costs Incurred as of 9/30/2024 Projected Total Costs (Square feet) (In thousands) Lease-up 1,993,000 $ 252,027 $ 270,300 Under construction 1,705,000 140,364 257,400 Total lease-up and under construction 3,698,000 392,391 $ 527,700 Prospective development (primarily land) 10,270,000 261,701 Total Development and value-add properties as of September 30, 2024 13,968,000 $ 654,092 Total Development and value-add properties transferred to Real estate properties during the nine months ended September 30, 2024 1,162,000 $ 157,567 (1) (1) Represents cumulative costs at the date of transfer. Accumulated Depreciation Accumulated depreciation on real estate, development and value-add properties increased $102,475,000 during the nine months ended September 30, 2024, primarily due to depreciation expense, which increased due to operating properties acquired in 2023 and 2024 and properties transferred to Real estate properties . This increase was partially offset by the sale of operating properties. Other Assets Other assets increased $16,049,000 during the nine months ended September 30, 2024. See Note 9 in the Notes to Consolidated Financial Statements for further details. Liabilities Unsecured bank credit facilities, net of debt issuance costs decreased $2,328,000 during the nine months ended September 30, 2024, mainly due to repayments of $55,262,000 and new debt issuance costs incurred during the period, offset by borrowings of $55,262,000 and the amortization of debt issuance costs during the period. The Company’s credit facilities are described in greater detail under Liquidity and Capital Resources . Unsecured debt, net of debt issuance costs decreased $49,329,000 during the nine months ended September 30, 2024, primarily due to the repayment of a $50,000,000 term loan in August. The borrowings and repayments on Unsecured debt, net of debt issuance costs are described in greater detail under Liquidity and Capital Resources . Accounts payable and accrued expenses increased $58,983,000 during the nine months ended September 30, 2024. Refer to Note 11 in the Notes to Consolidated Financial Statements for further details. Other liabilities increased $3,469,000 during the nine months ended September 30, 2024. Refer to Note 12 in the Notes to Consolidated Financial Statements for further details. Equity Additional paid-in capital increased $257,866,000 during the nine months ended September 30, 2024, primarily due to the issuance of common stock under the Company’s Current 2023 ATM Program (as discussed in Note 16 in the Notes to Consolidated Financial Statements) and activity related to stock-based compensation (as discussed in Note 17 in the Notes to Consolidated Financial Statements). For the nine months ended September 30, 2024, Distributions in excess of earnings increased $22,801,000 as a result of dividends on common stock of $191,912,000 exceeding Net Income Attributable to EastGroup Properties, Inc. Common Stockholders of $169,111,000. Accumulated other comprehensive income decreased $10,948,000 during the nine months ended September 30, 2024. The decrease resulted from the change in fair value of the Company’s interest rate swaps (cash flow hedges) which are further discussed in Notes 13 and 14 in the Notes to Consolidated Financial Statements. -32- RESULTS OF OPERATIONS Net Income Attributable to EastGroup Properties, Inc. Common Stockholders for the three and nine months ended September 30, 2024 was $55,180,000 ($1.13 per basic and diluted share) and $169,111,000 ($3.50 per basic and $3.49 per diluted share), respectively, compared to $48,896,000 ($1.07 per basic and diluted share) and $137,036,000 ($3.07 per basic and $3.06 per diluted share) for the same periods in 2023. The following paragraphs provide further details with respect to these changes: • PNOI increased by $15,029,000 ($0.31 per diluted share), or 14.5%, for the three months ended September 30, 2024, as compared to the same period in 2023. PNOI increased $6,917,000 from same property operations, $4,897,000 from newly developed and value-add properties, and $3,978,000 from 2023 and 2024 acquisitions; PNOI decreased $792,000 from operating properties sold in 2023 and 2024. Lease termination fee income was $1,745,000 and $221,000 for the three month periods ended September 30, 2024 and 2023, respectively. The Company recorded net reserves of uncollectible rent of $1,113,000 and $446,000 for the three months ended September 30, 2024 and 2023, respectively. Straight-lining of rent increased Income from real estate operations by $3,354,000 and $2,343,000 for the three months ended September 30, 2024 and 2023, respectively. PNOI increased by $40,759,000 ($0.84 per diluted share), or 13.4%, for the nine months ended September 30, 2024, as compared to the same period in 2023. PNOI increased $16,692,000 from same property operations, $14,799,000 from newly developed and value-add properties, and $11,099,000 from 2023 and 2024 acquisitions; PNOI decreased $1,956,000 from operating properties sold in 2023 and 2024. Lease termination fee income was $1,957,000 and $532,000 for the nine month periods ended September 30, 2024 and 2023, respectively. The Company recorded net reserves of uncollectible rent of $2,534,000 and $1,201,000 for the nine months ended September 30, 2024 and 2023, respectively. Straight-lining of rent increased Income from real estate operations by $9,093,000 and $8,787,000 for the nine months ended September 30, 2024 and 2023, respectively. • EastGroup had no operating property sales during the three months ended September 30, 2024 and 2023. The Company recognized Gains on sales of real estate investments of $8,751,000 ($0.18 per diluted share) and $4,809,000 ($0.11 per diluted share) during the nine months ended September 30, 2024 and 2023, respectively. The Company’s 2023 and 2024 sales transactions are described in Note 8 of the Notes to Consolidated Financial Statements . • Depreciation and amortization expense increased by $6,396,000 ($0.13 per diluted share) and $13,919,000 ($0.29 per diluted share) during the three and nine months ended September 30, 2024, respectively, as compared to the same periods in 2023. The increase is primarily due to the operating properties acquired by the Company in 2023 and 2024 and the properties transferred from Development and value-add properties in 2023 and 2024, partially offset by operating properties sold in 2023 and 2024. • Interest expense decreased by $1,417,000 ($0.03 per diluted share) and $7,124,000 ($0.15 per diluted share) during the three and nine months ended September 30, 2024, as compared to the same periods of 2023. Refer to the table below for additional details. • There were no gains on involuntary conversion and business interruption claims during the three months ended September 30, 2024. EastGroup recognized gains on involuntary conversion and business interruption claims of $2,118,000 ($0.05 per diluted share) during the three months ended September 30, 2023. During the nine months ended September 30, 2024 and 2023, the Company recognized gains on involuntary conversion and business interruption claims of $1,708,000 ($0.04 per diluted share) and $4,187,000 ($0.09 per diluted share), respectively. Gains on involuntary conversion and business interruption claims are included in Other revenue on the Consolidated Statements of Income and Comprehensive Income. • Weighted average shares outstanding increased by 3,211,000 and 3,653,000, on a diluted basis, during the three and nine months ended September 30, 2024, respectively, as compared to the same periods of 2023. The increase is primarily due to issuance of shares through common stock offerings, as discussed in Liquidity and Capital Resources . EastGroup entered into 33 leases with certain rent concessions on 1,109,000 square feet during the three months ended September 30, 2024, with total rent concessions of $2,801,000 over the terms of the leases. During the same period of 2023, the Company entered into 22 leases with certain rent concessions on 515,000 square feet with total rent concessions of $863,000 over the terms of the leases. -33- EastGroup entered into 99 leases with certain rent concessions on 3,944,000 square feet during the nine months ended September 30, 2024, with total rent concessions of $8,919,000 over the terms of the leases. During the same period of 2023, the Company entered into 62 leases with certain rent concessions on 2,337,000 square feet with total rent concessions of $5,130,000 over the terms of the leases. The Company’s percentage of leased square footage for the operating portfolio was 96.9% at September 30, 2024, compared to 98.5% at September 30, 2023. Occupancy for the Company’s operating portfolio at September 30, 2024 was 96.5% compared to 97.7% at September 30, 2023. The following table presents the components of Interest expense for the three and nine months ended September 30, 2024 and 2023: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 Increase (Decrease) 2024 2023 Increase (Decrease) (In thousands) VARIABLE RATE INTEREST EXPENSE Unsecured bank credit facilities interest — variable rate (excluding amortization of facility fees and debt issuance costs) $ 35 155 (120) 101 2,260 (2,159) Amortization of facility fees — unsecured bank credit facilities 254 255 (1) 758 750 8 Amortization of debt issuance costs — unsecured bank credit facilities 265 253 12 771 750 21 Total variable rate interest expense 554 663 (109) 1,630 3,760 (2,130) FIXED RATE INTEREST EXPENSE Unsecured debt interest (excluding amortization of debt issuance costs) (1) 14,006 14,613 (607) 42,261 44,227 (1,966) Secured debt interest (excluding amortization of debt issuance costs) — 12 (12) — 51 (51) Amortization of debt issuance costs — unsecured debt 218 222 (4) 670 683 (13) Amortization of debt issuance costs — secured debt — 29 (29) — 31 (31) Total fixed rate interest expense 14,224 14,876 (652) 42,931 44,992 (2,061) Total interest 14,778 15,539 (761) 44,561 48,752 (4,191) Less capitalized interest (4,907) (4,251) (656) (14,797) (11,864) (2,933) TOTAL INTEREST EXPENSE $ 9,871 11,288 (1,417) 29,764 36,888 (7,124) (1) Includes interest on the Company’s unsecured debt with fixed interest rates per the debt agreements or effectively fixed interest rates due to interest rate swaps, as discussed in Note 14 in the Notes to Consolidated Financial Statements. The Company’s variable rate interest expense decreased by $109,000 and $2,130,000 for the three and nine months ended September 30, 2024, respectively, as compared to the same periods in 2023, primarily due to a decrease in average borrowings, partially offset by an increase in the Company’s weighted average variable interest rates on its unsecured bank credit facilities, as shown in the following table: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 Increase (Decrease) 2024 2023 Increase (Decrease) (In thousands, except rates of interest) Average borrowings on unsecured bank credit facilities - variable rate $ 2,175 10,076 (7,901) 2,133 54,309 (52,176) Weighted average variable interest rates (excluding amortization of facility fees and debt issuance costs) 6.32 % 6.09 % 6.30 % 5.56 % -34- The Company’s fixed rate interest expense decreased by $652,000 and $2,061,000 for the three and nine months ended September 30, 2024, respectively, as compared to the same periods in 2023, primarily as a result of the unsecured debt activity described below. The following table presents the details of unsecured debt repayments during the nine months ended September 30, 2024 and the year ended December 31, 2023: UNSECURED DEBT REPAID IN 2023 AND 2024 Interest Rate Date Repaid Payoff Amount (In thousands) $65 Million Senior Unsecured Term Loan 2.31% 03/31/2023 $ 65,000 $50 Million Senior Unsecured Notes 3.80% 08/28/2023 50,000 $50 Million Senior Unsecured Term Loan 4.08% 08/30/2024 50,000 Weighted Average/Total Amount for 2023 and 2024 3.30% $ 165,000 During the three and nine months ended September 30, 2024, EastGroup did not obtain or refinance any unsecured debt. In September 2023, the Company refinanced a $100,000,000 senior unsecured term loan, reducing the effectively fixed interest rate by approximately 45 basis points. The decrease in interest expense from unsecured debt repayments and refinancing was partially offset by new unsecured debt obtained during the year ended December 31, 2023: NEW UNSECURED DEBT IN 2023 Margin Effectively Fixed Interest Rate Date Obtained Maturity Date Amount (In thousands) $100 Million Senior Unsecured Term Loan (1) 1.35% 5.27% 01/13/2023 01/13/2030 $ 100,000 (1) The interest rate on this unsecured term loan is comprised of Term Secured Overnight Financing Rate (“SOFR”) plus a margin, which is subject to a pricing grid for changes in the Company’s coverage ratings. The Company entered into an interest rate swap agreement (further described in Note 14 in the Notes to Consolidated Financial Statements) to convert the loan’s Term SOFR rate to an effectively fixed interest rate. The interest rate in the table above is the effectively fixed interest rate for the loan, including the effect of the interest rate swap, as of September 30, 2024. EastGroup’s financing and debt maturities are further described in Liquidity and Capital Resources . Interest costs during the period of construction of real estate properties are capitalized and offset against interest expense. Capitalized interest increased $656,000 and $2,933,000 during the three and nine months ended September 30, 2024, respectively, as compared to the same periods of 2023, due to changes in development activity and spending. -35- Real Estate Improvements Real estate improvements for EastGroup’s operating properties for the three and nine months ended September 30, 2024 and 2023 were as follows: Three Months Ended September 30, Nine Months Ended September 30, Estimated Useful Life 2024 2023 2024 2023 (In thousands) Upgrade on acquisitions 40 yrs $ 1,134 217 1,416 711 Tenant improvements: New tenants Lease term 5,952 4,568 14,152 13,869 Renewal tenants Lease term 1,181 947 2,411 2,511 Other: Building improvements 5-40 yrs 2,646 2,290 10,664 6,727 Roofs 5-15 yrs 4,112 4,582 11,581 15,457 Parking lots 3-5 yrs 1,064 1,014 3,312 2,808 Other 5 yrs 1,460 512 3,647 971 Total real estate improvements (1) $ 17,549 14,130 47,183 43,054 (1) Reconciliation of Total real estate improvements to Real estate improvements on the Consolidated Statements of Cash Flows: Nine Months Ended September 30, 2024 2023 (In thousands) Total real estate improvements $ 47,183 43,054 Change in real estate property payables 660 (298) Change in construction in progress 1,444 (659) Real estate improvements on the Consolidated Statements of Cash Flows $ 49,287 42,097 Capitalized Leasing Costs The Company’s leasing costs (principally commissions) are capitalized and included in Other assets . The costs are amortized over the terms of the associated leases, and the amortization is included in Depreciation and amortization expense. Capitalized leasing costs for the three and nine months ended September 30, 2024 and 2023 were as follows: Three Months Ended September 30, Nine Months Ended September 30, Estimated Useful Life 2024 2023 2024 2023 (In thousands) Development and value-add Lease term $ 2,271 1,388 6,692 7,405 New tenants Lease term 2,849 2,600 10,652 7,695 Renewal tenants Lease term 3,118 3,448 8,384 8,739 Total capitalized leasing costs (1) $ 8,238 7,436 25,728 23,839 Amortization of leasing costs $ 6,862 5,595 19,024 16,232 (1) Reconciliation of Total capitalized leasing costs to Leasing commissions on the Consolidated Statements of Cash Flows: Nine Months Ended September 30, 2024 2023 (In thousands) Total capitalized leasing costs $ 25,728 23,839 Change in leasing commissions payables (980) (1,127) Leasing commissions on the Consolidated Statements of Cash Flows $ 24,748 22,712 -36- LIQUIDITY AND CAPITAL RESOURCES We closely monitor our liquidity and capital resources. The Company anticipates that its current cash balance, operating cash flows, borrowings under its unsecured bank credit facilities, proceeds from new debt and/or proceeds from the issuance of equity instruments will be adequate for (i) operating and administrative expenses, (ii) normal repair and maintenance expenses at its properties, (iii) debt service obligations, (iv) maintaining compliance with its debt covenants, (v) distributions to stockholders, (vi) capital improvements, (vii) purchases of properties, (viii) development, and (ix) any other normal business activities of the Company, both in the short-term and long-term. The Company expects liquidity sources and needs in the coming year to be consistent in nature with those for the nine months ended September 30, 2024. As market conditions permit, EastGroup issues equity and/or employs fixed-rate debt, including variable-rate debt that has been swapped to an effectively fixed rate through the use of interest rate swaps, to replace the short-term bank borrowings. The Company believes its current operating cash flow and unsecured bank credit facilities provide the capacity to fund the operations of the Company. The Company also believes it can obtain debt financing and issue common and/or preferred equity. For future debt issuances, the Company intends to issue primarily unsecured fixed-rate debt, including variable-rate debt that has been swapped to an effectively fixed rate through the use of interest rate swaps. The Company may also access the public debt or convertible bond markets in the future as a means to raise capital. In August 2024, EastGroup repaid a $50,000,000 senior unsecured term loan at maturity with an effectively fixed interest rate of 4.08%. As of September 30, 2024, EastGroup had total immediate liquidity of approximately $943,608,000, comprised of $16,957,000 of cash and cash equivalents, $672,345,000 of availability on our unsecured credit facilities, and approximately $254,306,000 of gross proceeds available on our outstanding forward equity sale agreements. See further details discussed below. Net cash provided by operating activities was $362,693,000 for the nine months ended September 30, 2024. The primary other sources of cash were proceeds from common stock offerings; borrowings on unsecured bank credit facilities; and net proceeds from sales of real estate investments and non-operating real estate. The Company distributed $184,030,000 in common stock dividends during the nine months ended September 30, 2024. Other primary uses of cash were for the construction and development of properties; purchases of real estate; repayments on unsecured bank credit facilities and unsecured debt; and capital improvements at various properties. As of September 30, 2024, the Company was contractually obligated to pay the dividend declared in August 2024, which was paid in October 2024. An amount for dividends payable of $70,275,000 was included in Accounts payable and accrued expenses at September 30, 2024, which includes dividends payable on unvested restricted stock of $1,511,000, which are subject to continued service and will be paid upon vesting in future periods. Scheduled principal payments on long-term debt, including Unsecured debt, net of debt issuance costs (not including Unsecured bank credit facilities, net of debt issuance costs ), as of September 30, 2024, are as follows: MATURITY DATES Weighted Average Interest Rate (1) Principal Payments Maturing (In thousands) December 13, 2024 3.46% $ 60,000 December 15, 2024 3.48% 60,000 Year 2025 3.13% 145,000 Year 2026 2.56% 140,000 Year 2027 2.74% 175,000 Year 2028 3.10% 160,000 Year 2029 and beyond 3.66% 890,000 Total Unsecured Debt 3.35% $ 1,630,000 (1) These loans have a fixed interest rate or an effectively fixed interest rate due to interest rate swaps. -37- On June 13, 2024, EastGroup entered into amended and restated credit agreements related to its $625,000,000 and $50,000,000 unsecured bank credit facilities, to extend the maturity dates from July 30, 2025 to July 31, 2028. There were no other material changes to the credit facilities, which are outlined below. The Company has a $625,000,000 unsecured bank credit facility with a group of 10 banks, which has a maturity date of July 31, 2028. The credit facility contains options for two six-month extensions (at the Company's election) and an additional $625,000,000 accordion (with agreement by all parties). The interest rate on each tranche is reset on a monthly basis and as of September 30, 2024, was SOFR plus 76.5 basis points with an annual facility fee of 15 basis points. As of September 30, 2024, the Company had no variable rate borrowings on this unsecured bank credit facility and an interest rate of 5.711%. The Company has two standby letters of credit totaling $2,655,000 pledged on this facility, which reduces borrowing capacity under the credit facility. The Company also has a $50,000,000 unsecured bank credit facility with a maturity date of July 31, 2028, or such later date as designated by the bank; the Company also has two six-month extensions available if the extension options in the $625,000,000 facility are exercised. The interest rate is reset on a daily basis and as of September 30, 2024, was SOFR plus 77.5 basis points with an annual facility fee of 15 basis points. As of September 30, 2024, the interest rate was 5.835% with no outstanding balance. For both facilities, the margin and facility fee are subject to changes in the Company's credit ratings. Although the Company’s current credit rating is Baa2, given the strength of the Company’s key credit metrics, initial pricing for the credit facilities is based on the BBB+/Baa1 credit ratings level. This favorable pricing level will be retained provided that the Company’s consolidated leverage ratio, as defined in the applicable agreements, remains less than 32.5%. The $625,000,000 facility is also subject to a sustainability-linked pricing component, pursuant to which the applicable interest margin is adjusted if the Company meets a certain sustainability performance target. This sustainability metric is evaluated annually and was achieved for the years ended December 31, 2023 and 2022, which allowed for the interest rate reduction in each of the years subsequent to achieving the metric. The margin was effectively reduced on this unsecured bank credit facility by one basis point, from 77.5 to 76.5 basis points. The Company’s unsecured bank credit facilities have certain restrictive covenants, such as maintaining minimum debt service coverage and leverage ratios and maintaining insurance coverage, and the Company was in compliance with all of its financial debt covenants at September 30, 2024. On October 25, 2023, we established the Current 2023 ATM Program pursuant to which we are able to sell, from time to time, shares of our common stock having an aggregate gross sales price of up to $750,000,000. The Current 2023 ATM Program replaced our previous $750,000,000 ATM program, which was established on December 16, 2022, under which we had sold shares of our common stock having an aggregate gross sales price of $464,305,000 through October 25, 2023. In connection with the Current 2023 ATM Program, we may sell shares of our common stock through sales agents or through certain financial institutions acting as forward counterparties whereby, at our discretion, the forward counterparties, or their agents or affiliates, may borrow from third parties and subsequently sell shares of our common stock. The use of a forward equity sale agreement allows us to lock in a share price on the sale of shares of our common stock but defer settling and receiving the proceeds from the sale of shares until a later date. Additionally, the forward price that we expect to receive upon settlement of an agreement will be subject to adjustment for (i) a floating interest rate factor equal to a specified daily rate less a spread, (ii) the forward purchaser’s stock borrowing costs and (iii) scheduled dividends during the term of the agreement. Direct Common Stock Issuance Activity During the nine months ended September 30, 2024, EastGroup sold, and subsequently settled the issuance of, 458,679 shares of common stock directly through sales agents under its Current 2023 ATM Program at a weighted average price of $174.43 per share, providing aggregate net proceeds to the Company of $79,210,000. Forward Equity Offering Activity During the nine months ended September 30, 2024, EastGroup entered into forward equity sale agreements with certain financial institutions acting as forward counterparties under the Current 2023 ATM Program with respect to 1,986,336 shares of common stock with an initial weighted average forward price of $179.46 per share. The Company did not receive any proceeds from the sale of common shares by the forward counterparties at the time it entered into forward equity sale agreements. Also during the nine months ended September 30, 2024, the Company settled outstanding forward equity sale agreements that were -38- previously entered into under the Current 2023 ATM Program by issuing 993,214 shares of common stock in exchange for net proceeds of approximately $175,146,000. Subsequent to September 30, 2024, EastGroup settled outstanding forward equity sale agreements that were previously entered into under the Current 2023 ATM Program by issuing 299,551 shares of common stock in exchange for net proceeds of approximately $49,385,000. As of October 23, 2024, the Company had 1,099,612 shares of common stock, or approximately $204,306,000 of gross proceeds, available for settlement prior to the applicable settlement period expirations, ranging from August 2025 to September 2025. Under the Current 2023 ATM Program, approximately $3,847,000 of common stock remains available to be sold. Future sales, if any, will depend on a variety of factors, including among others, market conditions, the trading price of our common stock, determinations by us of the appropriate sources of funding for us and potential uses of funding available to us. EastGroup’s other material cash requirements from known contractual and other obligations, including real estate property obligations, development and value-add obligations and tenant improvements as of December 31, 2023, did not materially change during the nine months ended September 30, 2024. The Company has no material off-balance sheet arrangements that have had or are reasonably likely to have a material current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. CRITICAL ACCOUNTING POLICIES AND ESTIMATES The Company’s management considers the following accounting policies and estimates to be critical to the reported operations of the Company. Acquisition and Development of Real Estate Properties The FASB Codification provides guidance on how to properly determine the allocation of the purchase price among the individual components of both the tangible and intangible assets based on their respective fair values. Factors considered by management in allocating the cost of the properties acquired include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. The allocation to tangible assets (land, building and improvements) is based upon management’s determination of the value of the property as if it were vacant using discounted cash flow models. Land is valued using comparable land sales specific to the applicable market, provided by a third party. The Company determines whether any financing assumed is above or below market based upon comparison to similar financing terms for similar properties. The cost of the properties acquired may be adjusted based on indebtedness assumed from the seller that is determined to be above or below market rates. The purchase price is also allocated among the following categories of intangible assets: the above or below market component of in-place leases and the value of leases in-place at the time of acquisition. The value allocable to the above or below market component of an acquired in-place lease is determined based upon the present value (using a discount rate reflecting the risks associated with the acquired leases) of the difference between (i) the contractual amounts to be paid pursuant to the lease over its remaining term and (ii) management’s estimate of the amounts that would be paid using current market rents over the remaining term of the lease. The amounts allocated to above and below market lease intangibles are included in Other assets and Other liabilities , respectively, on the Consolidated Balance Sheets and are amortized to rental income over the remaining terms of the respective leases. In-place lease intangibles are valued based upon management’s assessment of factors such as an estimate of foregone rents and avoided leasing costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. These intangible assets are included in Other assets on the Consolidated Balance Sheets and are amortized over the remaining term of the existing lease. The significance of this accounting policy will fluctuate given the transaction activity during the period. For properties under development and value-add properties acquired in the development stage, costs associated with development (i.e., land, construction costs, interest expense, property taxes and other costs associated with development) are aggregated into the total capitalized costs of the property. Included in these costs are management’s estimates for the portions of internal costs (primarily personnel costs) deemed related to such development activities. The internal costs are allocated to specific development properties based on development activity. RECENT ACCOUNTING PRONOUNCEMENTS See Note 21 in the Notes to Consolidated Financial Statements. -39-