What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2021-02-11 compared with 2020-02-10 · 7 added, 84 removed, 39 unchanged (70% of the section changed)

1 unchanged sentence

Our common shares trade on the New York Stock Exchange under the symbol “FRT.” Listed below are the high and low sales prices of our common shares as reported on the New York Stock Exchange and the dividends declared for each of the periods indicated.

Price Per Share

Price Per Share Dividends

Fourth quarter $ 97.00 $ 67.01 $ 1.060

11 unchanged sentences

We have paid quarterly dividends to our shareholders continuously since our founding in 1962 and have increased our regular annual dividend rate for 53 consecutive years.

The impact of COVID-19 on our cash flow may impact our ability to pay dividends at the current rate, at an increased rate, and in the current format or at all.

Our total annual dividends paid per common share for 2020 and 2019 were $4.21 per share and $4.11 per share, respectively.

8 unchanged sentences

Ordinary dividend $ 3.452 $ 4.110

Return of capital 0.758 —

Ordinary dividend eligible for 15% rate — —

$ 4.210 $ 4.110

Distributions on our 5.417% Series 1 Cumulative Convertible Preferred Shares were paid at the rate of $1.354 per share per annum commencing on the issuance date of March 8, 2007.

Distributions on our 5.0% Series C Cumulative Redeemable

Preferred Shares (which were issued September 29, 2017) were declared at the rate of $1.25 per depositary share per annum, and the first payment date was January 16, 2018.

In 2018 , dividends paid per depositary share were $1.306 due to the timing of issuance.

Distributions on our 5.0% Series C Cumulative Redeemable Preferred Shares were paid at the rate of $1.250 per depositary share per annum, commencing on the issuance date of September 29, 2017.

We do not believe that the preferential rights available to the holders of interest in our preferred shares or the financial covenants contained in our debt agreements had or will have an adverse effect on our ability to pay dividends in the normal course of business to our common shareholders or to distribute amounts necessary to maintain our qualification as a REIT.

6 unchanged sentences

Under the terms of various operating partnership agreements of certain of our affiliated limited partnerships, the interest of limited partners in those limited partnerships may be redeemed, subject to certain conditions, for cash or an equivalent number of our common shares, at our option.

During the three months ended December 31, 2019 , we issued 17,035 common shares in connection with the redemption of operating partnership units.

Such shares of common stock were issued in reliance on Section 4(a)(2) of the Securities Act.

Any other equity securities sold by us during 2019 that were not registered have been previously reported in a Quarterly Report on Form 10-Q.

During the three months ended December 31, 2020, we did not issue any common shares in connection with the redemption of operating partnership units.

Any equity securities sold by us during 2020 that were not registered have been previously reported in a Quarterly Report on Form 10-Q.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

2 unchanged sentences

SELECTED FINANCIAL DATA

The following table includes certain financial information on a consolidated historical basis.

You should read this section in conjunction with “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8.

Financial Statements and Supplementary Data.”

Year Ended December 31,

(In thousands, except per share data and ratios)

Operating Data:

Rental income

Property operating income(1)

Gain on sale of real estate and change in control of interests, net

Operating income

Net income available for common shareholders

Net cash provided by operating activities

Net cash used in investing activities

Net cash (used in) provided by financing activities

Earnings per common share, basic:

Net income available to common shareholders

Weighted average number of common shares, basic

Earnings per common share, diluted:

Net income available to common shareholders

Weighted average number of common shares, diluted

Dividends declared per common share

Funds from operations available to common shareholders(2)

Ratio of EBITDAre to combined fixed charges and preferred share dividends(3)(4)

As of December 31,

(In thousands)

Balance Sheet Data:

Real estate, at cost

Total shareholders’ equity

Number of common shares outstanding

Property operating income is a non-GAAP measure that consists of rental income and mortgage interest income, less rental expenses and real estate taxes.

This measure is used internally to evaluate the performance of property operations and we consider it to be a significant measure.

Property operating income should not be considered an alternative measure of operating results or cash flow from operations as determined in accordance with GAAP.

The reconciliation of operating income to property operating income is as follows:

(In thousands)

Operating income

General and administrative

Depreciation and amortization

Gain on sale of real estate and change in control of interests, net

Property operating income

Funds from operations ("FFO") is a supplemental non-GAAP financial measure of real estate companies’ operating performances.

The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as follows:

net income, computed in accordance with GAAP, plus real estate related depreciation and amortization, gains and losses on the sale of real estate, and impairment write-downs of depreciable real estate.

We compute FFO in accordance with the NAREIT definition, and we have historically reported our FFO available for common shareholders in addition to our net income.

We consider FFO available for common shareholders a meaningful, additional measure of operating performance primarily because it excludes the assumption that the value of the real estate assets diminishes predictably over time, as implied by the historical cost convention of GAAP and the recording of depreciation.

We use FFO primarily as one of several means of assessing our operating performance in comparison with other REITs.

Comparison of our presentation of FFO to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in the application of the NAREIT definition used by such REITs.

Additional information regarding our calculation of FFO is contained in “Item 7.

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

The reconciliation of net income to FFO available for common shareholders is as follows:

(In thousands)

Net income attributable to noncontrolling interests

Gain on sale of real estate and change in control of interests, net

Depreciation and amortization of real estate assets

Amortization of initial direct costs of leases

Funds from operations

Dividends on preferred shares

Income attributable to operating partnership units

Income attributable to unvested shares

Funds from operations available for common shareholders

(3) EBITDA for Real Estate ("EBITDAre") is a non-GAAP measure that NAREIT defines as:

net income computed in accordance with GAAP plus net interest expense, income tax expense, depreciation and amortization, gain or loss on sale of real estate, impairments of real estate, and adjustments to reflect the entity's share of EBITDAre of unconsolidated affiliates.

We calculate EBITDAre consistent with the NAREIT definition.

As EBITDA is a widely known and understood measure of performance, management believes EBITDAre represents an additional non-GAAP performance measure, independent of a company's capital structure that will provide investors with a uniform basis to measure the enterprise value of a company.

EBITDAre also approximates a key performance measure in our debt covenants, but it should not be considered an alternative measure of operating results or cash flow from operations as determined in accordance with GAAP.

The reconciliation of net income to EBITDAre for the periods presented is as follows:

(In thousands)

Interest expense

Other interest income

Early extinguishment of debt

Provision for income tax

Depreciation and amortization

Gain on sale of real estate and change in control of interests

Adjustments of EBITDAre of unconsolidated affiliates

(4) Fixed charges consist of interest on borrowed funds (including capitalized interest), amortization of debt discount/ premiums and debt costs, costs related to the early extinguishment of debt, and the portion of rent expense representing an interest factor.

Excluding the $11.9 million charge related to the buyout of the Kmart lease at Assembly Square Marketplace, our ratio of EBITDAre to combined fixed charges and preferred share dividends remains 4.2x in 2019.

Excluding the $12.3 million and $19.1 million early extinguishment of debt charge from fixed charges in 2017 and 2015, respectively, the ratio of EBITDAre to combined fixed charges and preferred share dividends is 4.2x and 4.3x, for 2017 and 2015, respectively.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity