25 unchanged sentences
The Code of Ethics is available in the Corporate Governance section of the Investors section of our website at www.federalrealty.com .
+Added: We have adopted an insider trading policy and related procedures governing the purchase, sale, and other dispositions of our securities that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and any NYSE listing standards applicable to us.
EXECUTIVE COMPENSATION
14 unchanged sentences
2.1 Merger Agreement and Plan of Reorganization, dated December 2, 2021, by and among the Predecessor, the Parent Company, and Merger Sub (previously filed as Exhibit 2.1 to the Predecessor's Current Report on Form 8-K filed on December 2, 2021 and incorporated herein by reference) ‡
−Removed: 3.1 Amended and Restated Declaration of Trust of the Parent Company dated January 1, 2022, as amended by the Articles of Amendment of Amended and Restated Declaration of Trust dated January 1, 2022 (previously filed as Exhibit 3.1 to the Trust's Annual Report on Form 10-K for the year ended December 31, 2021 and incorporated herein by reference)
−Removed: 3.2 Amended and Restated Bylaws of the Parent Company dated January 1, 2022 (previously filed as Exhibit 3.3 to our Current Report on Form 8-K filed on January 3, 2022 and incorporated herein by reference)
+Added: 3.1 Amended and Restated Declaration of Trust of the Parent Company dated January 1, 2022, as amended by the Articles of Amendment effective as of January 1, 2022 and Articles of Amendment effective as of May 4, 2023 (previously filed as Exhibit 3.1 to our Quarterly Report on Form 10-Q filed on August 2, 2023 and incorporated herein by reference)
+Added: 3.2 Amended and Restated Bylaws of the Parent Company dated January 1, 2022, as amended February 7, 2023 (previously filed as Exhibit 3.
+Added: 1 to our Quarterly Report on Form 10-Q filed on May 4, 2023 and incorporated herein by reference)
3.3 Articles of Merger, dated December 8, 2021, by and among Merger Sub and the Predecessor (previously filed as Exhibit 3.4 to the Parent Company's Current Report on Form 8-K filed on January 3, 2022 and incorporated herein by reference)
25 unchanged sentences
3.50% Notes due 2030;
+Added: 1.25% Notes due 2026;
5.375% Notes due 2028 (previously filed as Exhibit 4.2 to our Current Report on Form 8-K filed on January 5, 2022 and incorporated herein by reference)
−Removed: 4.6 Deposit Agreement, dated as of September 29, 2017, by and among Federal Realty Investment Trust, American Stock Transfer and Trust Company, LLC, as Depositary, and all holders from time to time of Receipt (previously filed as Exhibit 4.1 to the Predecessor's Registration Statement on Form 8-A, filed on September 29, 2017 and incorporated herein by reference)
+Added: 4.6 Deposit Agreement, dated as of September 29, 2017, by and among Federal Realty Investment Trust, Equiniti Trust Company, LLC (successor to American Stock Transfer and Trust Company, LLC), as Depositary, and all holders from time to time of Receipt (previously filed as Exhibit 4.1 to the Predecessor's Registration Statement on Form 8-A, filed on September 29, 2017 and incorporated herein by reference)
4.7 Specimen certificate relating to the 5.000% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest (previously filed as Exhibit 4.3 to the Predecessor's Registration Statement on Form 8-A, filed on September 29, 2017 and incorporated herein by reference)
−Removed: 4.8 Description of Securities (previously filed as Exhibit 4.8 to the Predecessor's Annual Report on Form 10-K for the year ended December 31, 2019 and incorporated here by reference)
+Added: 4.8 † Indenture dated January 11, 2024 related to the 3.25% Exchangeable Senior Notes due 2029, by and between Federal Realty OP LP and U.S.
+Added: Bank National Association (previously filed as Exhibit 4.1 to our current report on Form 8-K filed on January 11, 2023 and incorporated herein by reference)
+Added: 4.9 Description of Securities (filed herewith)
10.1 * Severance Agreement between Federal Realty Investment Trust and Donald C.
22 unchanged sentences
10.14 Form of Restricted Share Award Agreement for awards made under Federal Realty Investment Trust’s Long-Term Incentive Award Program and the Trust’s Annual Incentive Bonus Program and basic awards with annual vesting for shares issued out of the 2010 Plan (previously filed as Exhibit 10.34 to the Predecessor’s 2010 Form 10-K and incorporated herein by reference)
−Removed: 10.15 Form of Option Award Agreement for awards made under Federal Realty Investment Trust’s Long-Term Incentive Award Program for shares issued out of the 2010 Plan (previously filed as Exhibit 10.38 to the Predecessor’s 2010 Form 10-K and incorporated herein by reference)
−Removed: 10.16 Form of Option Award Agreement for front loaded awards made under Federal Realty Investment Trust’s Long-Term Incentive Award Program for shares issued out of the 2010 Plan (previously filed as Exhibit 10.39 to the Predecessor’s 2010 Form 10-K and incorporated herein by reference)
−Removed: 10.17 Form of Option Award Agreement for basic options awarded out of the 2010 Plan (previously filed as Exhibit 10.40 to the Predecessor’s 2010 Form 10-K and incorporated herein by reference)
10.15 Revised Form of Restricted Share Award Agreement for front loaded awards made under Federal Realty Investment Trust’s Long-Term Incentive Award Program for shares issued out of the 2010 Plan (previously filed as Exhibit 10.35 to the Predecessor's Annual Report on Form 10-K for the year ended December 31, 2012 (the "2012 Form 10-K") and incorporated herein by reference)
3 unchanged sentences
10.19 Severance Agreement between Federal Realty Investment Trust and Daniel Guglielmone dated August 15, 2016 (previously filed as Exhibit 10.36 to the Predecessor's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 and incorporated herein by reference)
−Removed: 10.23 Amended and Restated Credit Agreement, dated as of July 25, 2019, by and among the Predecessor, each of the Lenders party thereto, and PNC Bank, National Association, as Administrative Agent (previously filed as Exhibit 10.1 to the Predecessor's Current Report on Form 8-K, filed on July 29, 2019 and incorporated herein by reference) ‡
10.20 2020 Performance Incentive Plan (previously filed as Appendix B to the Predecessor’s Definitive Proxy Statement for the 2020 Annual Meeting of Shareholders and incorporated herein by reference)
2 unchanged sentences
Bank National Association, as Joint Lead Arrangers and Book Managers (previously filed as Exhibit 10.1 to the Predecessor's Current Report on Form 8-K, filed on May 6, 2020 and incorporated herein by reference) ‡
−Removed: 10.26 First Amendment to the Amended and Restated Credit Agreement, dated as of May 6, 2020, by and among the Predecessor, each of the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (previously filed as Exhibit 10.2 to the Predecessor's Current Report on Form 8-K, filed on May 6, 2020, and incorporated herein by reference) ‡
−Removed: 10.27 Form of Restricted Share Award Agreement for awards made under Federal Realty Investment Trust’s Long-Term Incentive Award Program and the Trust’s Annual Incentive Bonus Program and basic awards with annual vesting for shares issued out of the 2020 Plan (previously filed as Exhibit 10.32 to the Predecessor's Annual Report on Form 10-K, filed on February 11, 2021, and incorporated herein by reference)
+Added: 10.22 Form of Restricted Share Award Agreement for awards made under Federal Realty Investment Trust's Long-Term Incentive Award Program and the Trust's Annual Incentive Bonus Program and basic awards with annual vesting for shares issued out the 2020 Plan (previously filed as Exhibit 10.32 to the Predecessor's Annual Report on Form 10-K, filed on February 11, 2021 and incorporated herein by reference)
10.23 Form of Option Award Agreement for awards made under Federal Realty Investment Trust’s Long-Term Incentive Award Program for shares issued out of the 2020 Plan (previously filed as Exhibit 10.33 to the Predecessor's Annual Report on Form 10-K, filed on February 11, 2021, and incorporated herein by reference)
8 unchanged sentences
10.30 Omnibus Assignment, Assumption and Amendment entered into between the Predecessor and the Parent Company (previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on January 3, 2022 and incorporated herein by reference)
−Removed: 10.36 Second Amendment to Amended and Restated Credit Agreement and Consent, dated as of January 1, 2022, by and among the Predecessor, as borrower, each of the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (previously filed as Exhibit 10.2 to the Trust’s Current Report on Form 8-K filed on January 3, 2022 and incorporated herein by reference) ‡
10.31 Second Amendment to Term Loan Agreement and Consent, dated as of January 1, 2022, by and among the Predecessor, as borrower, each of the lenders party thereto and PNC Bank, National Association, as administrative agent (previously filed as Exhibit 10.3 to the Trust’s Current Report on Form 8-K filed on January 3, 2022 and incorporated herein by reference) ‡
−Removed: 10.38 Second Amended and Restated Credit Agreement, dated as of October 5, 2022, by and among the Partnership, as borrower, each of the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (previously filed as Exhibit 10.
−Removed: 1 to the Trust’s Current Report on Form 8-K filed on October 11, 2022 and incorporated herein by reference)
−Removed: 10.39 Third Amendment to Term Loan Agreement, dated as of October 5, 2022, by and among the Partnership, as borrower, each of the lenders party thereto and PNC Bank, National Association, as administrative agent (previously filed as Exhibit 10.
−Removed: 2 to the Trust’s Current Report on Form 8-K filed on October 11, 2022 and incorporated herein by reference)
+Added: 10.32 Second Amended and Restated Credit Agreement, dated as of October 5, 2022, by and among the Partnership, as borrower, each of the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (previously filed as Exhibit 10.1 to the Trust’s Current Report on Form 8-K filed on October 11, 2022 and incorporated herein by reference)
+Added: 10.33 Third Amendment to Term Loan Agreement, dated as of October 5, 2022, by and among the Partnership, as borrower, each of the lenders party thereto and PNC Bank, National Association, as administrative agent (previously filed as Exhibit 10.2 to the Trust’s Current Report on Form 8-K filed on October 11, 2022 and incorporated herein by reference)
+Added: 10.34 First Amendment to Second Amended and Restated Credit Agreement, dated as of August 25, 2023, by and among the Partnership, as borrower, each of the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent ( filed herewith )
+Added: 10.35 Fourth Amendment to Term Loan Agreement, dated as of August 25, 2023, by and among the Partnership, as borrower, each of the lenders party thereto and PNC Bank, National Association, as administrative agent ( filed herewith )
+Added: 10.36 Second Amendment to Second Amended and Restated Credit Agreement, dated as of January 2, 2024, by and among the Partnership, as borrower, each of the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent ( filed herewith )
+Added: 10.37 Fifth Amendment to Term Loan Agreement, dated as of January 2, 2024, by and among the Partnership, as borrower, each of the lenders party thereto and PNC Bank, National Association, as administrative agent ( filed herewith)
+Added: 10.38 Registration Rights Agreement dated January 11, 2024 among the Issuer, the Parent and the Representatives (previously filed as Exhibit 10.1 to the Trust’s Current Report on Form 8-K filed on January 11, 2024 and incorporated herein by reference)
+Added: 19.1 Policy on Insider Information and Trading in Federal Realty Shares and other S ecurities (filed herewith)
21.1 Subsidiaries of Federal Realty Investment Trust and Federal Realty OP LP (filed herewith)
8 unchanged sentences
32.4 Section 1350 Certification of Chief Financial Officer - Federal Realty OP LP (filed herewith)
+Added: 97 Federal Realty Investment Trust and Federal Realty OP LP Clawback Policy (filed herewith)
101 The following materials from this Annual Report on Form 10-K for the year ended December 31, 2023, formatted in XBRL (Extensible Business Reporting Language):
5 unchanged sentences
‡ In this Exhibit Index, the term "Predecessor" refers to Federal Realty Investment Trust before the effectiveness of our UPREIT conversion as described in our Current Reports on Form 8-K filed on January 3 and 5, 2022.
−Removed: Upon completion of the UPREIT conversion, the Partnership became the successor to the Predecessor's right and obligations under this instrument.
+Added: Upon completion of the UPREIT conversion, the Partnership became the successor to the Predecessor's rights and obligations under this instrument.
FORM 10-K SUMMARY
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized this February 8, 2023.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, each of the Registrants have duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized this February 12, 2024.
Federal Realty Investment Trust
Federal Realty OP LP
−Removed: / S / D ONALD C.
+Added: /S/ DONALD C.
Chief Executive Officer and Trustee
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacity and on the dates indicated.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of each of the Registrants and in the capacity and on the dates indicated.
Each person whose signature appears below hereby constitutes and appoints each of Donald C.
2 unchanged sentences
Signature Title Date
−Removed: / S / D ONALD C.
−Removed: Chief Executive Officer and Trustee February 8, 2023
+Added: /S/ DONALD C.
+Added: WOOD Chief Executive Officer and Trustee February 12, 2024
Wood (Principal Executive Officer)
−Removed: / S / D ANIEL G UGLIELMONE
−Removed: Executive Vice President - Chief Financial February 8, 2023
+Added: /S/ DANIEL GUGLIELMONE Executive Vice President - Chief Financial February 12, 2024
Daniel Guglielmone Officer and Treasurer (Principal
Financial and Accounting Officer)
−Removed: / S / D AVID W.
−Removed: Non -Executive Chairman February 8, 2023
−Removed: /S/ E LIZABETH I.
−Removed: Trustee February 8, 2023
−Removed: /S/ N ICOLE Y.
+Added: FAEDER Non -Executive Chairman February 12, 2024
+Added: /S/ ELIZABETH I.
Trustee February 12, 2024
+Added: /S/ NICOLE Y.
+Added: LAMB-HALE Trustee February 12, 2024
/S/ THOMAS A.
MCEACHIN Trustee February 12, 2024
−Removed: /S/ A NTHONY P.
−Removed: Trustee February 8, 2023
−Removed: / S / G AIL P.
−Removed: Trustee February 8, 2023
+Added: /S/ ANTHONY P.
+Added: NADER, III Trustee February 12, 2024
+Added: STEINEL Trustee February 12, 2024
Item 8 and Item 15(a)(1) and (2)
40 unchanged sentences
/s/ GRANT THORNTON LLP
−Removed: New York, New York
+Added: Jacksonville, Florida
February 12, 2024
22 unchanged sentences
Lease Collectibility Assessment
−Removed: In order to recognize rental revenue on an accrual basis, the Trust must determine whether substantially all the rents due under a lease arrangement are collectible.
−Removed: If the Trust reaches the conclusion that substantially all of the rents are not collectible for a specific lease, then rental revenue under that arrangement can only be recognized when cash payment from the tenant is received.
+Added: In order to recognize rental income on an accrual basis, the Trust must determine whether substantially all the rents due under a lease arrangement are collectible.
+Added: If the Trust reaches the conclusion that substantially all of the rents are not collectible for a specific lease, then rental income under that arrangement can only be recognized when cash payment from the tenant is received.
Significant judgment is exercised by the Trust when making a collectibility assessment and includes the following considerations which require challenging and subjective auditor judgment in the execution of our audit procedures:
3 unchanged sentences
Our audit procedures related to the collectibility assessment included the following:
−Removed: • We assessed the design and tested the operating effectiveness of internal controls relating to the collectibility assessment process.
+Added: • We tested the design and tested the operating effectiveness of internal controls relating to the collectibility assessment process.
• We evaluated management’s accounting policies related to this assessment.
• We verified the completeness of the population of tenants that management evaluated.
−Removed: • We researched recent publicly available information such as bankruptcy filings, industry journals, and periodicals, and for any of the Trust’s tenants identified in our research, we evaluated whether such information was considered in management’s collectibility assessment.
−Removed: • For a selection of tenant receivables where collectibility was deemed as probable, we inspected and evaluated management’s documentation supporting the collectibility assessment.
+Added: • We researched recent publicly available information, including information for the 10 tenants with the highest rental income recognized in the year ended December 31, 2023, such as bankruptcy filings, industry journals, and periodicals, and for any of the Trust’s tenants identified in our research, we evaluated whether such information was considered in management’s collectibility assessment.
• We recalculated the aging for a selection of tenant receivable balances using supporting documentation.
−Removed: • For a selection of leases, we evaluated the collectibility assessment conclusion reached by management and performed the following procedures for each selection:
+Added: • For a selection of tenant receivables where collectibility was deemed as probable, we evaluated the collectibility assessment conclusion reached by management and performed the following procedures for each selection:
◦ Verified that management’s accounting policies related to the collectibility assessment were followed.
−Removed: ◦ Obtained from management documentation such as tenant collection history and any direct correspondence and evaluated management’s considerations supporting the collectibility assessment conclusion reached.
+Added: ◦ Inspected documentation from management such as tenant collection history and any direct correspondence and evaluated management’s considerations supporting the collectibility assessment conclusion reached.
◦ Researched publicly available information to independently verify the completeness and accuracy of management’s information used to make the collectibility assessment.
1 unchanged sentence
We have served as the Trust’s auditor since 2002.
−Removed: New York, New York
+Added: Jacksonville, Florida
February 12, 2024
23 unchanged sentences
/s/ GRANT THORNTON LLP
−Removed: New York, New York
+Added: Jacksonville, Florida
February 12, 2024
22 unchanged sentences
Lease Collectibility Assessment
−Removed: In order to recognize rental revenue on an accrual basis, the Operating Partnership must determine whether substantially all the rents due under a lease arrangement are collectible.
−Removed: If the Operating Partnership reaches the conclusion that substantially all of the rents are not collectible for a specific lease, then rental revenue under that arrangement can only be recognized when cash payment from the tenant is received.
+Added: In order to recognize rental income on an accrual basis, the Operating Partnership must determine whether substantially all the rents due under a lease arrangement are collectible.
+Added: If the Operating Partnership reaches the conclusion that substantially all of the rents are not collectible for a specific lease, then rental income under that arrangement can only be recognized when cash payment from the tenant is received.
Significant judgment is exercised by the Operating Partnership when making a collectibility assessment and includes the following considerations which require challenging and subjective auditor judgment in the execution of our audit procedures:
3 unchanged sentences
Our audit procedures related to the collectibility assessment included the following:
−Removed: • We assessed the design and tested the operating effectiveness of internal controls relating to the collectibility assessment process.
+Added: • We tested the design and tested the operating effectiveness of internal controls relating to the collectibility assessment process.
• We evaluated management’s accounting policies related to this assessment.
• We verified the completeness of the population of tenants that management evaluated.
−Removed: • We researched recent publicly available information such as bankruptcy filings, industry journals, and periodicals, and for any of the Operating Partnership’s tenants identified in our research, we evaluated whether such information was considered in management’s collectibility assessment.
−Removed: • For a selection of tenant receivables where collectibility was deemed as probable, we inspected and evaluated management’s documentation supporting the collectibility assessment.
+Added: • We researched recent publicly available information, including information for the 10 tenants with the highest rental income recognized in the year ended December 31, 2023, such as bankruptcy filings, industry journals, and periodicals, and for any of the Operating Partnership’s tenants identified in our research, we evaluated whether such information was considered in management’s collectibility assessment.
• We recalculated the aging for a selection of tenant receivable balances using supporting documentation.
−Removed: • For a selection of leases, we evaluated the collectibility assessment conclusion reached by management and performed the following procedures for each selection:
+Added: • For a selection of tenants where collectibility was deemed as probable, we evaluated the collectibility assessment conclusion reached by management and performed the following procedures for each selection:
◦ Verified that management’s accounting policies related to the collectibility assessment were followed.
−Removed: ◦ Obtained from management documentation such as tenant collection history and any direct correspondence and evaluated management’s considerations supporting the collectibility assessment conclusion reached.
+Added: ◦ Inspected documentation from management such as tenant collection history and any direct correspondence and evaluated management’s considerations supporting the collectibility assessment conclusion reached.
◦ Researched publicly available information to independently verify the completeness and accuracy of management’s information used to make the collectibility assessment.
1 unchanged sentence
We have served as the Operating Partnership's auditor since 2022.
−Removed: New York, New York
+Added: Jacksonville, Florida
February 12, 2024
37 unchanged sentences
150,000 150,000
−Removed: 5.417 % Series 1 Cumulative Convertible Preferred Shares, (stated at liquidation preference $ 25 per share), 392,878 and 399,896 shares issued and outstanding, respectively
−Removed: Common shares of beneficial interest, $ 0.01 par, 100,000,000 shares authorized, 81,342,959 and 78,603,305 shares issued and outstanding, respectively
+Added: 5.417 % Series 1 Cumulative Convertible Preferred Shares, (stated at liquidation preference $ 25 per share), 392,878 shares issued and outstanding
+Added: Common shares of beneficial interest, $ 0.01 par, 200,000,000 and 100,000,000 shares authorized, respectively, 82,775,286 and 81,342,959 shares issued and outstanding, respectively
Additional paid-in capital 3,959,276 3,821,801
Accumulated dividends in excess of net income ( 1,160,474 ) ( 1,034,186 )
−Removed: Accumulated other comprehensive income (loss) 5,757 ( 2,047 )
+Added: Accumulated other comprehensive income 4,052 5,757
Total shareholders’ equity of the Trust 2,963,509 2,954,012
16 unchanged sentences
Total operating expenses 735,565 711,827 646,449
−Removed: Impairment charge — — ( 57,218 )
Gain on deconsolidation of VIE — 70,374 —
−Removed: Gain on sale of real estate and change in control of interest, net of tax 93,483 89,950 98,117
+Added: Gain on sale of real estate and change in control of interest 9,881 93,483 89,950
OPERATING INCOME 406,470 526,408 394,725
2 unchanged sentences
Interest expense ( 167,809 ) ( 136,989 ) ( 127,698 )
−Removed: Early extinguishment of debt — — ( 11,179 )
−Removed: Income (loss) from partnerships 5,170 1,245 ( 8,062 )
+Added: Income from partnerships 3,869 5,170 1,245
NET INCOME 247,217 395,661 269,081
10 unchanged sentences
NET INCOME $ 247,217 $ 395,661 $ 269,081
−Removed: Other comprehensive income (loss) - change in value of interest rate swaps 8,569 3,917 ( 5,302 )
+Added: Other comprehensive (loss) income - change in value of interest rate swaps ( 1,824 ) 8,569 3,917
COMPREHENSIVE INCOME 245,393 404,230 272,998
10 unchanged sentences
Comprehensive
−Removed: Income (Loss) Noncontrolling Interests Total Shareholders' Equity
+Added: (Loss) Income Noncontrolling Interests Total Shareholders' Equity
Shares Amount Shares Amount
1 unchanged sentence
BALANCE AT DECEMBER 31, 2020 405,896 $ 159,997 76,727,394 $ 771 $ 3,297,305 $ ( 988,272 ) $ ( 5,644 ) $ 84,590 $ 2,548,747
−Removed: January 1, 2020 adoption of new accounting standard — — — — — ( 510 ) — — ( 510 )
Net income, excluding $ 4,296 attributable to redeemable noncontrolling interests
— — — — — 261,498 — 3,287 264,785
−Removed: Other comprehensive loss - change in value of interest rate swaps, excluding $ 471 attributable to redeemable noncontrolling interests
+Added: Other comprehensive income - change in value of interest rate swaps, excluding $ 320 attributable to redeemable noncontrolling interest
— — — — — — 3,597 — 3,597
11 unchanged sentences
— — — — — — — 6,583 6,583
−Removed: Purchase of noncontrolling interests — — — — ( 1,210 ) — — ( 6,111 ) ( 7,321 )
Adjustment to redeemable noncontrolling interests — — — — ( 2,110 ) — — — ( 2,110 )
10 unchanged sentences
Common shares issued, net — — 2,634,223 26 306,828 — — — 306,854
+Added: Exercise of stock options — — 366 — 35 — — — 35
Shares issued under dividend reinvestment plan — — 19,502 — 2,104 — — — 2,104
1 unchanged sentence
Shares withheld for employee taxes — — ( 41,105 ) — ( 4,900 ) — — — ( 4,900 )
+Added: Conversion of preferred shares ( 7,018 ) ( 175 ) 1,675 — 175 — — — —
Conversion and redemption of downREIT OP units — — 14,598 — 1,367 — — ( 2,065 ) ( 698 )
−Removed: Contributions from noncontrolling interests, excluding $ 74,530 attributable to redeemable noncontrolling interests
−Removed: — — — — — — — 6,583 6,583
+Added: Deconsolidation of VIE — — — — — — — 972 972
Adjustment to redeemable noncontrolling interests — — — — 12,382 — — — 12,382
2 unchanged sentences
— — — — — 236,985 — 2,979 239,964
−Removed: Other comprehensive income - change in value of interest rate swaps, excluding $ 765 attributable to redeemable noncontrolling interest
+Added: Other comprehensive loss - change in value of interest rate swaps, excluding $ 119 attributable to redeemable noncontrolling interest
— — — — — — ( 1,705 ) — ( 1,705 )
5 unchanged sentences
Common shares issued, net — — 1,310,118 13 131,716 — — — 131,729
−Removed: Exercise of stock options — — 366 — 35 — — — 35
Shares issued under dividend reinvestment plan — — 19,847 — 1,870 — — — 1,870
1 unchanged sentence
Shares withheld for employee taxes — — ( 46,009 ) — ( 5,019 ) — — — ( 5,019 )
−Removed: Conversion of preferred shares ( 7,018 ) ( 175 ) 1,675 — 175 — — — —
Conversion and redemption of downREIT OP units — — 9,123 — 883 — — ( 883 ) —
−Removed: Deconsolidation of VIE — — — — — — — 972 972
+Added: Contributions from noncontrolling interests — — — — — — — 1,092 1,092
Adjustment to redeemable noncontrolling interests — — — — ( 7,400 ) — — — ( 7,400 )
10 unchanged sentences
Depreciation and amortization 321,763 302,409 279,976
−Removed: Impairment charge — — 57,218
Gain on deconsolidation of VIE — ( 70,374 ) —
−Removed: Gain on sale of real estate and change in control of interest, net of tax ( 93,483 ) ( 89,950 ) ( 98,117 )
−Removed: Early extinguishment of debt — — 11,179
−Removed: (Income) loss from partnerships ( 5,170 ) ( 1,245 ) 8,062
+Added: Gain on sale of real estate and change in control of interest ( 9,881 ) ( 93,483 ) ( 89,950 )
+Added: Income from partnerships ( 3,869 ) ( 5,170 ) ( 1,245 )
Straight-line rent ( 11,576 ) ( 18,326 ) ( 9,397 )
2 unchanged sentences
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
−Removed: (Increase) decrease in accounts receivable, net ( 12,071 ) 1,214 ( 6,032 )
+Added: Decrease (increase) in accounts receivable, net 3,468 ( 12,071 ) 1,214
Increase in prepaid expenses and other assets ( 6,881 ) ( 1,219 ) ( 5,607 )
Increase in accounts payable and accrued expenses 6,005 77 6,782
−Removed: Increase (decrease) in security deposits and other liabilities 10,373 10,712 ( 1,799 )
+Added: Increase in security deposits and other liabilities 235 10,373 10,712
Net cash provided by operating activities 555,830 516,769 471,352
3 unchanged sentences
Capital expenditures - other ( 97,058 ) ( 107,655 ) ( 71,728 )
−Removed: Costs associated with property sold under threat of condemnation, net ( 18,031 ) — ( 12,924 )
+Added: Costs associated with property sold under threat of condemnation ( 1,378 ) ( 18,031 ) —
Proceeds from sale of real estate 28,451 133,717 137,868
8 unchanged sentences
Issuance of senior notes, net of costs 345,698 — —
−Removed: Redemption and retirement of senior notes — — ( 510,360 )
−Removed: Issuance of notes payable, net of costs 298,568 — 398,722
+Added: Repayment of senior notes ( 275,000 ) — —
+Added: Issuance of mortgages and notes payable, net of costs 199,237 298,568 —
Repayment of mortgages, finance leases, and notes payable ( 58,472 ) ( 19,443 ) ( 277,643 )
4 unchanged sentences
Distributions to and redemptions of noncontrolling interests ( 14,086 ) ( 37,427 ) ( 9,784 )
−Removed: Net cash provided by (used in) financing activities 190,414 ( 452,967 ) 661,736
−Removed: (Decrease) increase in cash, cash equivalents, and restricted cash ( 78,815 ) ( 641,733 ) 663,282
+Added: Net cash (used in) provided by financing activities ( 33,849 ) 190,414 ( 452,967 )
+Added: Increase (decrease) in cash, cash equivalents, and restricted cash 163,656 ( 78,815 ) ( 641,733 )
Cash, cash equivalents, and restricted cash at beginning of year 96,348 175,163 816,896
36 unchanged sentences
Partner capital
−Removed: Preferred units, 398,878 and 405,896 units issued and outstanding, respectively
+Added: Preferred units, 398,878 units issued and outstanding
154,788 154,788
1 unchanged sentence
2,804,669 2,793,467
−Removed: Accumulated other comprehensive income (loss) 5,757 ( 2,047 )
+Added: Accumulated other comprehensive income 4,052 5,757
Total partner capital 2,963,509 2,954,012
16 unchanged sentences
Total operating expenses 735,565 711,827 646,449
−Removed: Impairment charge — — ( 57,218 )
Gain on deconsolidation of VIE — 70,374 —
−Removed: Gain on sale of real estate and change in control of interest, net of tax 93,483 89,950 98,117
+Added: Gain on sale of real estate and change in control of interest 9,881 93,483 89,950
OPERATING INCOME 406,470 526,408 394,725
2 unchanged sentences
Interest expense ( 167,809 ) ( 136,989 ) ( 127,698 )
−Removed: Early extinguishment of debt — — ( 11,179 )
−Removed: Income (loss) from partnerships 5,170 1,245 ( 8,062 )
+Added: Income from partnerships 3,869 5,170 1,245
NET INCOME 247,217 395,661 269,081
10 unchanged sentences
NET INCOME $ 247,217 $ 395,661 $ 269,081
−Removed: Other comprehensive income (loss) - change in value of interest rate swaps 8,569 3,917 ( 5,302 )
+Added: Other comprehensive (loss) income - change in value of interest rate swaps ( 1,824 ) 8,569 3,917
COMPREHENSIVE INCOME 245,393 404,230 272,998
6 unchanged sentences
Comprehensive
−Removed: Income (Loss) Total Partner Capital Noncontrolling Interests in Consolidated Partnerships Total Capital
+Added: (Loss) Income Total Partner Capital Noncontrolling Interests in Consolidated Partnerships Total Capital
BALANCE AT DECEMBER 31, 2020 $ 154,963 $ 2,314,838 $ ( 5,644 ) $ 2,464,157 $ 84,590 $ 2,548,747
−Removed: January 1, 2020 adoption of new accounting standard — ( 510 ) — ( 510 ) — ( 510 )
Net income, excluding $ 4,296 attributable to redeemable noncontrolling interests
8,042 253,456 — 261,498 3,287 264,785
−Removed: Other comprehensive loss - change in fair value of interest rate swaps, excluding $ 471 attributable to redeemable noncontrolling interests
+Added: Other comprehensive income - change in fair value of interest rate swaps, excluding $ 320 attributable to redeemable noncontrolling interest
— — 3,597 3,597 — 3,597
7 unchanged sentences
Common units withheld for employee taxes — ( 2,998 ) — ( 2,998 ) — ( 2,998 )
−Removed: Conversion and redemption of downREIT OP units — ( 30 ) — ( 30 ) ( 3,290 ) ( 3,320 )
+Added: Conversion of downREIT OP units — 7,474 — 7,474 ( 7,573 ) ( 99 )
Contributions from noncontrolling interests, excluding $ 74,530 attributable to redeemable noncontrolling interests
— — — — 6,583 6,583
−Removed: Purchase of noncontrolling interest — ( 1,210 ) — ( 1,210 ) ( 6,111 ) ( 7,321 )
Adjustment to redeemable noncontrolling interests — ( 2,110 ) — ( 2,110 ) — ( 2,110 )
9 unchanged sentences
Common units issued as a result of common stock issued by Parent Company, net of issuance costs — 306,854 — 306,854 — 306,854
+Added: Exercise of stock options — 35 — 35 — 35
Common units issued under dividend reinvestment plan — 2,104 — 2,104 — 2,104
1 unchanged sentence
Common units withheld for employee taxes — ( 4,900 ) — ( 4,900 ) — ( 4,900 )
−Removed: Conversion of downREIT OP units — 7,474 — 7,474 ( 7,573 ) ( 99 )
−Removed: Contributions from noncontrolling interests, excluding $ 74,530 attributable to redeemable noncontrolling interests
−Removed: — — — — 6,583 6,583
+Added: Conversion of preferred units ( 175 ) 175 — — — —
+Added: Conversion and redemption of downREIT OP units — 1,367 — 1,367 ( 2,065 ) ( 698 )
+Added: Deconsolidation of VIE — — — — 972 972
Adjustment to redeemable noncontrolling interests — 12,382 — 12,382 — 12,382
2 unchanged sentences
8,032 228,953 — 236,985 2,979 239,964
−Removed: Other comprehensive income - change in fair value of interest rate swaps, excluding $ 765 attributable to redeemable noncontrolling interest
+Added: Other comprehensive loss - change in fair value of interest rate swaps, excluding $ 119 attributable to redeemable noncontrolling interest
— — ( 1,705 ) ( 1,705 ) — ( 1,705 )
4 unchanged sentences
Common units issued as a result of common stock issued by Parent Company, net of issuance costs — 131,729 — 131,729 — 131,729
−Removed: Exercise of stock options — 35 — 35 — 35
Common units issued under dividend reinvestment plan — 1,870 — 1,870 — 1,870
1 unchanged sentence
Common units withheld for employee taxes — ( 5,019 ) — ( 5,019 ) — ( 5,019 )
−Removed: Conversion of preferred units ( 175 ) 175 — — — —
Conversion and redemption of downREIT OP units — 883 — 883 ( 883 ) —
−Removed: Deconsolidation of VIE — — — — 972 972
+Added: Contributions from noncontrolling interests — — — — 1,092 1,092
Adjustment to redeemable noncontrolling interests — ( 7,400 ) — ( 7,400 ) — ( 7,400 )
10 unchanged sentences
Depreciation and amortization 321,763 302,409 279,976
−Removed: Impairment charge — — 57,218
Gain on deconsolidation of VIE — ( 70,374 ) —
−Removed: Gain on sale of real estate and change in control of interest, net of tax ( 93,483 ) ( 89,950 ) ( 98,117 )
−Removed: Early extinguishment of debt — — 11,179
−Removed: (Income) loss from partnerships ( 5,170 ) ( 1,245 ) 8,062
+Added: Gain on sale of real estate and change in control of interest ( 9,881 ) ( 93,483 ) ( 89,950 )
+Added: Income from partnerships ( 3,869 ) ( 5,170 ) ( 1,245 )
Straight-line rent ( 11,576 ) ( 18,326 ) ( 9,397 )
2 unchanged sentences
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
−Removed: (Increase) decrease in accounts receivable, net ( 12,071 ) 1,214 ( 6,032 )
+Added: Decrease (increase) in accounts receivable, net 3,468 ( 12,071 ) 1,214
Increase in prepaid expenses and other assets ( 6,881 ) ( 1,219 ) ( 5,607 )
Increase in accounts payable and accrued expenses 6,005 77 6,782
−Removed: Increase (decrease) in security deposits and other liabilities 10,373 10,712 ( 1,799 )
+Added: Increase in security deposits and other liabilities 235 10,373 10,712
Net cash provided by operating activities 555,830 516,769 471,352
3 unchanged sentences
Capital expenditures - other ( 97,058 ) ( 107,655 ) ( 71,728 )
−Removed: Costs associated with property sold under threat of condemnation, net ( 18,031 ) — ( 12,924 )
+Added: Costs associated with property sold under threat of condemnation ( 1,378 ) ( 18,031 ) —
Proceeds from sale of real estate 28,451 133,717 137,868
8 unchanged sentences
Issuance of senior notes, net of costs 345,698 — —
−Removed: Redemption and retirement of senior notes — — ( 510,360 )
−Removed: Issuance of notes payable, net of costs 298,568 — 398,722
+Added: Repayment of senior notes ( 275,000 ) — —
+Added: Issuance of mortgages and notes payable, net of costs 199,237 298,568 —
Repayment of mortgages, finance leases, and notes payable ( 58,472 ) ( 19,443 ) ( 277,643 )
1 unchanged sentence
Dividends paid to common and preferred unit holders ( 359,194 ) ( 347,284 ) ( 335,656 )
−Removed: Shares withheld for employee taxes ( 4,900 ) ( 2,998 ) ( 4,052 )
+Added: Common units withheld for employee taxes ( 5,019 ) ( 4,900 ) ( 2,998 )
Contributions from noncontrolling interests 1,092 — 133
Distributions to and redemptions of noncontrolling interests ( 14,086 ) ( 37,427 ) ( 9,784 )
−Removed: Net cash provided by (used in) financing activities 190,414 ( 452,967 ) 661,736
−Removed: (Decrease) increase in cash, cash equivalents, and restricted cash ( 78,815 ) ( 641,733 ) 663,282
+Added: Net cash (used in) provided by financing activities ( 33,849 ) 190,414 ( 452,967 )
+Added: Increase (decrease) in cash, cash equivalents, and restricted cash 163,656 ( 78,815 ) ( 641,733 )
Cash, cash equivalents, and restricted cash at beginning of year 96,348 175,163 816,896
14 unchanged sentences
A REIT that distributes at least 90 % of its taxable income to its shareholders each year and meets certain other conditions is not taxed on that portion of its taxable income which is distributed to its shareholders.
−Removed: Impacts of COVID-19 Pandemic and General Economic Conditions
−Removed: Given the ongoing workforce shortages, global supply chain bottlenecks and shortages, higher levels of inflation, and rising interest rates, we continue to monitor and address risks related to the global COVID-19 pandemic and the state of the economy.
−Removed: The extent of the future effects of COVID-19 and potentially worsening economic conditions on our business, results of operations, cash flows, and growth prospects is highly uncertain and will ultimately depend on future developments, none of which can be predicted with any certainty.
+Added: General Economic Conditions
+Added: The heightened levels of inflation, higher interest rates, and the potentially worsening of economic conditions presents risks for our business and our tenants.
+Added: We continue to monitor and address risks related to the general state of the economy.
+Added: The extent of the future effects on our business, results of operations, cash flows, and growth strategies is highly uncertain and will ultimately depend on future developments, none of which can be predicted.
NOTE 2— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
−Removed: In January 2022, we completed a reorganization into an umbrella partnership real estate investment trust, or "UPREIT." For additional information on our UPREIT reorganization, please see our Current Reports on Form 8-K filed with the SEC on January 3, 2022 and January 5, 2022, as well our 2021 Annual Report on Form 10-K filed on February 10, 2022.
−Removed: Immediately following the reorganization, the Parent Company had the same consolidated assets and liabilities as Federal Realty Investment Trust immediately before the reorganization.
+Added: In January 2022, we completed a reorganization into an umbrella partnership real estate investment trust, or "UPREIT." Immediately following the reorganization, the Parent Company had the same consolidated assets and liabilities as Federal Realty Investment Trust immediately before the reorganization.
The Parent Company exercises exclusive control over the General Partner and does not have assets or liabilities other than its investment in the Operating Partnership.
1 unchanged sentence
Accordingly, the accompanying consolidated financial statements including the notes thereto, are presented as if the UPREIT reorganization had occurred at the earliest period presented.
−Removed: Certain 2021, 2020, and 2019 amounts have been reclassified to conform to current period presentation.
Principles of Consolidation
8 unchanged sentences
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, referred to as “GAAP,” requires management to make estimates and assumptions that in certain circumstances affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and revenues and expenses.
−Removed: estimates are prepared using management’s best judgment, after considering past, current and expected events and economic conditions.
+Added: These estimates are prepared using management’s best judgment, after considering past, current and expected events and economic conditions.
Actual results could differ from these estimates.
9 unchanged sentences
When a lease is terminated early but the tenant continues to control the space under a modified lease agreement, the lease termination fee is generally recognized evenly over the remaining term of the modified lease agreement.
−Removed: Lease concessions (unrelated to the COVID-19 pandemic) are evaluated to determine whether the concession represents a modification of the original lease contract.
+Added: Lease concessions are evaluated to determine whether the concession represents a modification of the original lease contract.
Modifications generally result in a reassessment of the lease term and lease classification, and remeasurement of lease payments received.
5 unchanged sentences
For qualifying lease modifications that include rent abatement concessions, this results in a direct reduction of rental income in the current period.
−Removed: As of December 31, 2022, we executed rent deferral agreements related to the COVID-19 pandemic representing approximately $ 48 million of rent.
−Removed: We have subsequently collected approximately $ 35 million of those amounts previously deferred.
−Removed: As of December 31, 2022, we have entered into rent abatement agreements related to the COVID-19 pandemic totaling $ 4 million, $ 26 million, and $ 48 million of rents due in 2022, 2021, and 2020 respectively.
+Added: As of December 31, 2023, we have collected approximately $ 40 million out of a total of $ 48 million from executed rent deferral agreements related to the COVID-19 pandemic.
+Added: As of December 31, 2023, we had rent abatement agreements related to the COVID-19 pandemic, impacting rents in 2023, 2022, and 2021 of less than $ 1 million, $ 4 million, and $ 26 million, respectively.
When collection of substantially all lease payments during the lease term is not considered probable, total lease revenue is limited to the lesser of revenue recognized under accrual accounting or cash received.
3 unchanged sentences
If leases currently classified as not probable are subsequently changed to probable, any lease receivables (including straight-line rent receivables) are re-instated with a corresponding increase to rental income.
−Removed: Our collection of rents has continued to improve from the initial impacts of COVID-19, including collecting rents related to prior periods.
−Removed: As a result, our collectibility related adjustments for the year ended December 31, 2022 resulted in an increase to rental income of $ 4.1 million, as compared to a $ 24.0 million and $ 106.6 million decrease to rental income during the years ended December 31, 2021 and 2020, respectively, which reflected lower levels of cash collections and elevated levels of rent abatements and disputes directly related to COVID-19.
−Removed: This includes changes in our collectibility assessments from probable to not probable, disputed rents, and any rent abatements directly related to COVID-19.
+Added: For the year ended December 31, 2023, our collectibility related adjustments resulted in a decrease to rental income of $ 0.4 million, an increase to rental income of $ 4.1 million for the year ended December 31, 2022, and a decrease to rental income of $ 24.0 million during the year ended December 31, 2021.
+Added: This includes not only the impact of current period rent collections for leases classified as not probable but also collections of prior period rents for those tenants, changes in our collectibility assessments from probable to not probable, disputed rents, and any rent abatements directly related to COVID-19.
As of December 31, 2023 and 2022, the revenue from approximately 28 % and 31 % of our tenants (based on total commercial leases), respectively, is being recognized on a cash basis.
2 unchanged sentences
Sales of real estate are recognized upon the transfer of control, which usually occurs when the real estate is legally sold.
−Removed: When we enter into a transaction to sell a property or a portion of a property, we evaluate the recognition of the sale under ASC 610-20, "Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets." In accordance with ASC 610-20, we apply the guidance in ASC 606, "Revenue from Contracts with Customers," to determine whether and when control
−Removed: transfers and how to measure the associated gain or loss.
+Added: When we enter into a transaction to sell a property or a portion of a property, we evaluate the recognition of the sale under ASC 610-20, "Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets." In accordance with ASC 610-20, we apply the guidance in ASC 606, "Revenue from Contracts with Customers," to determine whether and when control transfers and how to measure the associated gain or loss.
We determine the transaction price based on the consideration we expect to receive.
Variable consideration is included in the transaction price to the extent it is probable that a significant reversal of a gain recognized will not occur.
−Removed: We analyze the risk of a significant gain reversal and if necessary limit the amount of variable consideration recognized in order to mitigate this risk.
+Added: We analyze the risk of a significant gain reversal and if necessary limit the amount of
+Added: variable consideration recognized in order to mitigate this risk.
The estimation of variable consideration requires us to make assumptions and apply significant judgment.
32 unchanged sentences
We define cash and cash equivalents as cash on hand, demand deposits with financial institutions and short term liquid investments with an initial maturity, when purchased, under three months.
−Removed: Cash balances in individual banks may exceed the federally insured limit by the Federal Deposit Insurance Corporation (the “FDIC”).
+Added: Cash balances in individual banks may exceed the
+Added: federally insured limit by the Federal Deposit Insurance Corporation (the “FDIC”).
At December 31, 2023, we had $ 257.2 million in excess of the FDIC insured limit.
6 unchanged sentences
If a tenant vacates its space prior to the contractual termination of its lease, the unamortized balance of any previously capitalized lease costs are written off.
−Removed: See the "Leases" section in this note for further discussion regarding the change in accounting for lease costs.
Debt Issuance Costs
9 unchanged sentences
The effective portion of changes in fair value of the interest rate swaps associated with cash flow hedges is recorded in other comprehensive income (loss) which is included in accumulated other comprehensive income (loss) on the balance sheet and statement of shareholders' equity.
−Removed: Cash flow hedges become ineffective if critical terms of the hedging instrument and the debt instrument do not perfectly match such as notional amounts, settlement dates, reset dates, calculation period and LIBOR rate.
+Added: Cash flow hedges become ineffective if critical terms of the hedging instrument and the debt instrument do not perfectly match such as notional amounts, settlement dates, reset dates, calculation period and SOFR rate.
In addition, the default risk of the counterparty is evaluated by monitoring the credit worthiness of the counterparty which includes reviewing debt ratings and financial performance.
If a cash flow hedge is deemed ineffective, the ineffective portion of changes in fair value of the interest rate swaps associated with cash flow hedges is recognized in earnings in the period affected.
−Removed: At December 31, 2022, we have two interest rate swap agreements that effectively fix the interest rate on a mortgage payable associated with our Hoboken property at 3.67 %.
−Removed: Both swaps were designated and qualify for cash flow hedge accounting.
−Removed: As of December 31, 2022, our Assembly Row hotel joint venture is a party to two interest rate swap agreements that effectively fix the interest rate on the joint venture's mortgage debt at 5.206 %.
−Removed: Both swaps were designated and qualify as cash flow hedges.
+Added: At December 31, 2023, we have two interest rate swap agreements that effectively fix the interest rate on a mortgage payable associated with our Hoboken property at 3.67 %, and three interest rate swap agreements that effectively fix the interest rate on a mortgage payable secured by our Bethesda Row property at a weighted average interest rate of 5.03 % through the initial maturity date.
+Added: As of December 31, 2023, our Assembly Row hotel joint venture is a party to two interest rate swap agreements that effectively fix the interest rate on 100 % of the joint venture's mortgage debt through May 2025 at 6.39 %, and 50 % of its outstanding debt from June 2025 through May 2028 at 6.03 %.
+Added: All swaps were designated and qualify as cash flow hedges.
Hedge ineffectiveness has not impacted earnings in 2023, 2022 and 2021.
5 unchanged sentences
Mortgage notes receivable are recorded at cost, net of any valuation adjustments.
−Removed: Effective January 1, 2020, (upon the adoption of ASU 2016-13, "Financial Instruments - Credit Losses," as amended and interpreted), we account for mortgage notes receivable using the "expected credit loss" model, and accordingly impairment losses are estimated and recorded for the entire
−Removed: life of the loan.
−Removed: Prior to the implementation of ASC 326, we recognized impairment losses as incurred.
+Added: We account for mortgage notes receivable using the "expected credit loss" model, and accordingly impairment losses are estimated and recorded for the entire life of the loan.
Interest income is accrued as earned.
Mortgage notes receivable are considered past due based on the contractual terms of the note agreement.
−Removed: On a quarterly basis, we evaluate the collectability of each mortgage note receivable and update our expected credit loss model based on various factors which may include payment history, expected fair value of the collateral securing the loan, internal and external credit information and/or economic trends.
+Added: On a quarterly basis, we evaluate the collectability of each mortgage note receivable and update our expected credit loss model based on various factors which may include payment history, expected fair value of the collateral
+Added: securing the loan, internal and external credit information and/or economic trends.
A loan is considered impaired when it is probable that we will be unable to collect all amounts due under the existing contractual terms.
5 unchanged sentences
We measure share based compensation expense based on the grant date fair value of the award and recognize the expense ratably over the requisite service period, which is typically the vesting period.
−Removed: See Note 12 for further discussion regarding our share based compensation plans and policies.
+Added: See Note 12 to the consolidated financial statements for further discussion regarding our share based compensation plans and policies.
Variable Interest Entities
5 unchanged sentences
As of December 31, 2023 and 2022, our investment in the equity method joint ventures and maximum exposure to loss was $ 30.9 million and $ 34.0 million, respectively.
−Removed: As of December 31, 2022 and 2021, our investment in mortgage notes receivable and maximum exposure to loss was $ 9.5 million for both periods.
−Removed: We also own a 77.7 % tenancy in common ("TIC") interest in Escondido Promenade which is recorded as an equity method investment and included in investments in partnerships" on our December 31, 2022 consolidated balance sheets.
−Removed: Our TIC interest in Escondido Promenade is not considered a variable interest in a variable interest entity.
+Added: As of December 31, 2023 and 2022, our investment in mortgage notes receivable and maximum exposure to loss was $ 9.2 million and $ 9.5 million, respectively.
+Added: As of December 31, 2022, we had a 77.7 % tenancy in common ("TIC") interest in Escondido Promenade which was recorded as an equity method investment and included in investments in partnerships" on our December 31, 2022 consolidated balance sheets.
+Added: Our TIC interest in Escondido Promenade was not considered a variable interest in a VIE, and we subsequently purchased our co-owners interest on May 26, 2023, at which point we consolidated the property.
See Note 3 to the consolidated financial statements for additional information.
2 unchanged sentences
As we also have the obligation to absorb the majority of the losses and/or the right to receive a majority of the benefits for each of these entities, all are consolidated in our financial statements.
−Removed: Net real estate assets related to VIEs included in our consolidated balance sheets were approximately $ 1.6 billion and $ 1.8 billion as of December 31, 2022 and 2021, respectively, and mortgages related to VIEs included in our consolidated balance sheets were approximately $ 191.8 million and $ 335.3 million, as of December 31, 2022 and 2021, respectively.
+Added: Net real estate assets related to VIEs included in our consolidated balance sheets were approximately $ 1.6 billion as of both December 31, 2023 and 2022, and mortgages related to VIEs included in our consolidated balance sheets were approximately $ 189.3 million and $ 191.8 million, as of December 31, 2023 and 2022, respectively.
Redeemable Noncontrolling Interests
8 unchanged sentences
Contributions — 2,111
−Removed: Other comprehensive income - change in value of interest rate swaps 765 320
+Added: Other comprehensive (loss) income - change in value of interest rate swaps ( 119 ) 765
Distributions & redemptions ( 9,541 ) ( 32,445 )
9 unchanged sentences
Operating lease expense is recognized on a straight-line basis over the non-cancellable lease term and is included in rental expenses in our consolidated statements of operations.
−Removed: We do not record an ROU asset or lease liability for leases with terms of less than 12 months.
+Added: We do not record a ROU asset or lease liability for leases with terms of less than 12 months.
We operate in a manner intended to enable us to qualify as a REIT for federal income tax purposes.
22 unchanged sentences
Furthermore, we consider the potential dilution resulting from forward sales contracts in our earnings per share calculations.
−Removed: We use the treasury method to determine the dilution, if any, from the forward sales contracts during the period of time prior to settlement.
+Added: We use the treasury stock method to determine the dilution, if any, from the forward sales contracts during the period of time prior to settlement.
See Note 8 to the consolidated financial statements for details of our forward sales transactions.
1 unchanged sentence
Standard Description Effect on the financial statements or significant matters
−Removed: Adopted on January 1, 2022:
−Removed: ASU 2020-06, August 2020, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40):
−Removed: Accounting for Convertible Instruments and Contracts in an Entity's Own Equity
−Removed: This ASU simplifies the accounting for convertible instruments by removing the requirements to separately present certain conversion features in equity, simplifying the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification, and generally requiring the use of the if-converted method for all convertible instruments in the diluted EPS calculation and include the effect of potential share settlement (if the effect is more dilutive).
−Removed: The guidance is effective for annual period beginning after December 15, 2021, and interim periods therein.
−Removed: The adoption of this standard did not have an impact to our consolidated financial statements.
−Removed: ASU 2021-05, July 2021, Lessors - Certain Leases with Variable Lease Payments (Topic 842)
−Removed: This ASU amends the lessor lease classification in ASC 842 for leases that include variable lease payments that are not based on an index or rate.
−Removed: Under the amended guidance, lessors will classify a lease with variable payments that do not depend on an index or rate as an operating lease if the lease would have been classified as a sales-type lease or a direct financing lease under the previous ASU 842 classification criteria, and sales-type or direct financing lease classification would result in a Day 1 loss.
−Removed: This guidance is effective for annual periods beginning after December 15, 2021, and interim periods therein.
−Removed: The adoption of this standard did not have an impact to our consolidated financial statements.
−Removed: Issued in 2022:
−Removed: ASU 2022-03, June 2022, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (Topic 820)
−Removed: This ASU clarifies that contractual sale restrictions are not considered in measuring the fair value of equity securities, and requires specific disclosures for all entities with equity securities subject to a contractual sale restriction including (1) the fair value of such equity securities reflected in the balance sheet, (2) the nature and remaining duration of the corresponding restrictions, and (3) any circumstances that could cause a lapse in the restrictions.
−Removed: In addition, the ASU prohibits an entity from recognizing a contractual sale as a separate unit of account.
−Removed: This guidance is effective in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted.
−Removed: We are assessing the impact of this ASU on OP units issued as consideration in future acquisitions.
−Removed: Issued in 2020:
+Added: Adopted during 2023:
Reference Rate Reform (Topic 848) and related update:
7 unchanged sentences
ASU 2022-06 extended the period for which this guidance can be immediately applied through December 31, 2024.
−Removed: We expect to apply some of the practical expedients, as we are in the process of transitioning the $ 55.1 million mortgage loan on Hoboken and the $ 38.2 million mortgage loan related to the unconsolidated Assembly Row hotel (of which our share is $ 19.1 million) from LIBOR to alternative interest rates.
−Removed: We do not expect a significant impact to our financial results, financial position, or cash flows from this transition.
+Added: During the second quarter of 2023, the LIBOR based mortgage loan related to our unconsolidated Assembly Row hotel investment was refinanced.
+Added: The resulting new mortgage loan and related swaps are SOFR based.
+Added: The mortgage loan at Hoboken and related interest rate swaps were transitioned from LIBOR to SOFR effective July 1, 2023.
+Added: Consequently, we applied the related practical expedients to the hedging relationship for the Hoboken loan and continue to apply hedge accounting.
+Added: The critical terms of the loan and interest rate swaps continue to match subsequent to the transition from LIBOR to SOFR and the transition did not have a significant impact to our financial results, financial position, or cash flows.
+Added: Issued in 2023:
+Added: ASU 2023-07, November 2023, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures
+Added: This ASU requires public entities to provide disclosures of significant segment expense and other significant segment items, as well as provide in interim period all disclosures about a reportable segments's profit or loss and assets that are currently required annually.
+Added: Additionally, public entities with a single reportable segment have to provide all of the disclosures required by ASC 280, including the significant segment expense disclosures.
+Added: The guidance is applied retrospectively to all periods presented in financial statements, unless it is impracticable.
+Added: The guidance applies to all public entities and is effective for fiscal years beginning after December 15, 2023, and for interim period beginning after December 15, 2024.
+Added: Early adoption is permitted.
+Added: While we are still assessing this ASU, we anticipate providing the disclosures required by ASC 280 for our single reportable segment.
+Added: Standard Description Effect on the financial statements or significant matters
+Added: ASU 2023-06, October 2023, Disclosure Improvements:
+Added: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative
+Added: This ASU amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standard Codification (the "Codification").
+Added: The new guidance is intended to align U.S.
+Added: GAAP requirements with those of the SEC and to facilitate the application of U.S.
+Added: GAAP for all entities.
+Added: These disclosure requirements are currently included in either SEC Regulation S-X or SEC Regulation S-K.
+Added: The effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective.
+Added: Early adoption is prohibited and the amendments should be applied prospectively.
+Added: If the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K by June 30, 2027, the amendments will be removed from the Codification and will not be effective.
+Added: We do not expect this ASU to have a material impact on our consolidated financial statements.
+Added: ASU 2023-01, March 2023, Leases (Topic 842) Common Control Arrangements
+Added: This ASU requires all lessees in a lease with a lessor under common control to (1) amortize leasehold improvements over their useful life to the common control group, as long as the lessee controls the use of the underlying asset through a lease and (2) account for the leasehold improvements as a transfer of assets between entities under common control through an adjustment to equity when the lessee no longer controls the use of the underlying asset.
+Added: The guidance may be applied prospectively to new and existing leasehold improvements, with the remaining balance of existing leasehold improvements amortized over their remaining useful life to the common control group or retrospectively, through a cumulative-effect adjustment to opening retained earnings.
+Added: The guidance is effective in fiscal years beginning after December 15, 2023, and interim periods withing those fiscal years.
+Added: Early adoption is permitted.
+Added: We do not expect this ASU to have an impact on our consolidated financial statements.
+Added: Issued in 2022:
+Added: ASU 2022-03, June 2022, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (Topic 820)
+Added: This ASU clarifies that contractual sale restrictions are not considered in measuring the fair value of equity securities, and requires specific disclosures for all entities with equity securities subject to a contractual sale restriction including (1) the fair value of such equity securities reflected in the balance sheet, (2) the nature and remaining duration of the corresponding restrictions, and (3) any circumstances that could cause a lapse in the restrictions.
+Added: In addition, the ASU prohibits an entity from recognizing a contractual sale as a separate unit of account.
+Added: This guidance is effective in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted.
+Added: We do not expect this ASU to have an impact on our consolidated financial statements.
+Added: We will continue to assess the impact of this ASU on OP units issued as consideration in future acquisitions.
Consolidated Statements of Cash Flows—Supplemental Disclosures
10 unchanged sentences
NON-CASH INVESTING AND FINANCING TRANSACTIONS:
−Removed: DownREIT operating partnership units issued with acquisition $ — $ — $ 18,920
−Removed: Mortgage loans assumed with acquisition (1) $ — $ — $ 8,903
DownREIT operating partnership units redeemed for common shares $ 883 $ 1,385 $ 7,545
1 unchanged sentence
5.417% Series 1 Cumulative Convertible Preferred Shares redeemed for common shares $ — $ 175 $ —
−Removed: (1) See our Annual Report on Form 10-K for the year ended December 31, 2020 for additional disclosures relating to the mortgages entered into and assumed as a result of the Hoboken acquisition .
(In thousands)
3 unchanged sentences
Total cash, cash equivalents, and restricted cash $ 260,004 $ 96,348
−Removed: (1) Restricted cash balances are included in "prepaid expenses and other assets" on our consolidated balance sheets.
+Added: (1) Restricted cash balances are included in "prepaid expenses and other assets" on our consolidated balance sheets, and is primarily related to escrow accounts.
NOTE 3— REAL ESTATE
2023 Property Acquisitions
+Added: On January 31, 2023, we acquired the 168,000 square foot portion of Huntington Square shopping center that was not previously owned, as well as the fee interest in the land underneath the portion of the shopping center which we controlled under a long-term ground lease for $ 35.5 million.
+Added: As a result of this transaction, we now own the entire fee interest in this 243,000 square foot property and the "operating lease right of use assets, net" on our consolidated balance sheet decreased by $ 5.3 million.
+Added: Approximately $ 4.1 million and $ 1.3 million of net assets acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively.
+Added: On May 26, 2023, we exercised our option and acquired the 22.3 % tenancy in common ("TIC") interest from our co-owner at Escondido Promenade, as discussed in "2022 Other Transaction" below, for $ 30.5 million, bringing our ownership interest to 100 %.
+Added: As a result of the transaction, we gained control of this property, and effective May 26, 2023, we have consolidated this property.
+Added: Approximately $ 1.8 million and $ 0.2 million of net assets associated with the 22.3 % interest acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $ 1.1 million of net assets associated with the 22.3 % interest acquired were allocated to other liabilities for "below market leases."
+Added: On October 12, 2023, we acquired the fee interest under a portion of our Mercer on One (formerly Mercer Mall) shopping center for $ 55.0 million pursuant to the purchase option included in the master lease.
+Added: As a result of this transaction, "finance lease right of use assets, net" of $ 37.8 million were allocated to "operating real estate" and "finance lease liabilities" decreased by $ 55.0 million.
+Added: 2023 Property Dispositions
+Added: During the year ended December 31, 2023, we sold one retail property and one portion of a property for sales prices totaling $ 30.4 million, resulting in net gains totaling approximately $ 9.7 million.
+Added: 2022 Property Acquisitions
During the year ended December 31, 2022, we acquired the following properties:
22 unchanged sentences
On August 25, 2022, we entered into a tenancy in common ("TIC") agreement with our partner in the partnership that owned Escondido Promenade.
−Removed: As a result, the Company owns a 77.7 % TIC interest, and our former partner owns the remaining 22.3 % interest.
+Added: As a result, the Company owned a 77.7 % TIC interest, and our former partner owned the remaining 22.3 % interest.
While the Company controlled and consolidated Escondido Promenade under the previous partnership arrangement, control is shared under the TIC agreement.
−Removed: The transaction is considered a transfer of our previous controlling partner interest in exchange for a non-controlling TIC interest.
+Added: The transaction was considered a transfer of our previous controlling partner interest in exchange for a non-controlling TIC interest.
Accordingly, we deconsolidated the entity and recorded our TIC interest at fair value as an equity method investment.
2 unchanged sentences
As a part of this transaction, we made a $ 3.5 million loan to our co-owner, which is included in "accounts and notes receivable, net" on our consolidated balance sheet at December 31, 2022.
−Removed: In addition, we entered into a purchase option agreement to acquire the TIC interest from our co-owner, which was secured through an option payment of $ 1.5 million, and allows us to exercise our option at any time between February 1, 2023 and March 15, 2023.
−Removed: 2021 Property Acquisitions
−Removed: On January 4, 2021, we acquired our partner's 20 % interest in our joint venture arrangement related to the Pike & Rose hotel for $ 2.3 million, and repaid the $ 31.5 million mortgage loan encumbering the hotel.
−Removed: As a result of the transaction, we gained control of the hotel, and effective January 4, 2021, we have consolidated this asset.
−Removed: We also recognized a gain on acquisition of the controlling interest of $ 2.1 million related to the difference between the carrying value and fair value of the previously held equity interest.
−Removed: On February 22, 2021, we acquired the fee interest at our Mount Vernon Plaza property in Alexandria, Virginia for $ 5.6 million.
−Removed: As a result of this transaction, the "operating lease right of use assets" and "operating lease liabilities" on our consolidated balance sheet decreased by $ 9.8 million.
−Removed: We now own the entire fee interest on this property.
−Removed: During the year ended December 31, 2021, we acquired the following properties:
−Removed: Date Acquired Property City/State Gross Leasable Area (GLA) Ownership % Gross Value
−Removed: (in square feet) (in millions)
−Removed: April 30, 2021 Chesterbrook (1) McLean, Virginia 90,000 80 % $ 32.1 (2)
−Removed: June 1, 2021 Grossmont Center (1) La Mesa, California 933,000 60 % $ 175.0 (3)
−Removed: June 14, 2021 Camelback Colonnade (1) Phoenix, Arizona 642,000 98 % $ 162.5 (4)
−Removed: June 14, 2021 Hilton Village (1) Scottsdale, Arizona 93,000 98 % $ 37.5 (5)
−Removed: September 2, 2021 Twinbrooke Shopping Centre Fairfax, Virginia 106,000 100 % $ 33.8 (6)
−Removed: (1) These acquisitions were completed through newly formed joint ventures, for which we own the controlling interest listed above, and therefore, these properties are consolidated in our financial statements.
−Removed: (2) Approximately $ 1.9 million and $ 0.6 million of net assets acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $ 8.0 million of net assets acquired were allocated to other liabilities for "below market leases."
−Removed: (3) Approximately $ 12.3 million and $ 2.6 million of net assets acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $ 14.7 million of net assets acquired were allocated to other liabilities for "below market leases."
−Removed: (4) Approximately $ 11.6 million of net assets acquired were allocated to other assets for "acquired lease costs" and $ 28.3 million were allocated to other liabilities for "below market leases."
−Removed: (5) The land is controlled under a long-term ground lease that expires on December 31, 2076, for which we have recorded a $ 10.4 million "operating lease right of use asset" (net of a $ 1.3 million above market liability) and an $ 11.6 million "operating lease liability." Approximately $ 2.7 million and $ 1.1 million of net assets acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $ 3.6 million were allocated to other liabilities for "below market leases."
−Removed: (6) Approximately $ 1.2 million and $ 0.3 million of net assets acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $ 2.7 million of net assets acquired were allocated to other liabilities for "below market leases."
−Removed: 2021 Property Dispositions
−Removed: During the year ended December 31, 2021, we sold two properties and a portion of three properties for a total sales price of $ 141.6 million, which resulted in a net gain of $ 88.3 million.
+Added: In addition, we entered into a purchase option agreement to acquire the TIC
+Added: interest from our co-owner, which was secured through an option payment of $ 1.5 million, and settled on May 26, 2023 as discussed above .
NOTE 4— ACQUIRED LEASES
47 unchanged sentences
Azalea $ 40,000 $ 40,000 3.73 % November 1, 2025
+Added: Bethesda Row (1) 200,000 — SOFR + 0.95 %
+Added: December 28, 2025
Bell Gardens 11,531 11,835 4.06 % August 1, 2026
2 unchanged sentences
Brook 35 11,500 11,500 4.65 % July 1, 2029
−Removed: Hoboken (24 Buildings) (1) 55,060 56,450 LIBOR + 1.95 %
+Added: Hoboken (24 Buildings) (2) 53,617 55,060 SOFR + 1.95 %
December 15, 2029
1 unchanged sentence
Chelsea 4,018 4,446 5.36 % January 15, 2031
−Removed: Hoboken (1 Building) — 16,234 3.75 % July 1, 2042
Subtotal 519,144 322,317
−Removed: Net unamortized debt issuance costs and premium ( 1,702 ) ( 1,586 )
+Added: Net unamortized debt issuance costs and discount ( 2,208 ) ( 1,702 )
Total mortgages payable, net 516,936 320,615
15 unchanged sentences
6.82% medium term notes 40,000 40,000 6.82 % August 1, 2027
+Added: 5.375% notes 350,000 — 5.375 % May 1, 2028
3.20% notes 400,000 400,000 3.20 % June 15, 2029
4 unchanged sentences
Net unamortized debt issuance costs and premium ( 13,904 ) ( 11,499 )
−Removed: Total senior notes and debentures 3,407,701 3,406,088
+Added: Total senior notes and debentures, net 3,480,296 3,407,701
Total debt $ 4,599,177 $ 4,329,393
_____________________
+Added: (1) On December 29, 2023, we entered into three interest rate swap agreements that fix the interest rate on the mortgage loan at a weighted average interest rate of 5.03 % through the initial maturity date.
(2) On November 26, 2019, we entered into two interest rate swap agreements that fix the interest rate on the mortgage loan at 3.67 %.
+Added: The reference rate for the mortgage loan and related swaps was amended from LIBOR to SOFR in May 2023.
+Added: The amendment was effective for interest payments subsequent to July 1, 2023.
(3) The interest rates on these mortgages range from 3.91 % to 5.00 %.
−Removed: (3) Our revolving credit facility SOFR loans bear interest at Daily Simple SOFR or Term SOFR as defined in the credit agreement and our term loan bears interest at Term SOFR, plus 0.10 %, plus a spread, based on our current credit rating.
+Added: (4) On February 6, 2024, we extended the maturity date to April 16, 2025, with an additional one year extension at our option still available to further extend the loan to April 16, 2026.
+Added: (5) Our revolving credit facility SOFR loans bear interest at Daily Simple SOFR or Term SOFR and our term loan bears interest at Term SOFR as defined in the respective credit agreements, plus 0.10 %, plus a spread, based on our current credit rating.
(6) The maximum amount drawn under our revolving credit facility during the year ended December 31, 2023 was $ 115.5 million and the weighted average interest rate on borrowings under our revolving credit facility, before amortization of debt fees, was 5.9 %.
(7) The Operating Partnership is the obligor under our revolving credit facility, term loan, and senior notes and debentures.
−Removed: (6) The interest rates on these notes payable range from 3.00 % to 11.31 %.
−Removed: On June 29, 2022, we repaid the $ 16.1 million mortgage loan on one of the buildings at our Hoboken property, at par.
−Removed: On October 5, 2022, we amended our revolving credit facility, increasing the borrowing capacity from $ 1.0 billion to $ 1.25 billion, extending the maturity date to April 5, 2027, plus two six-month extension options, transitioning the interest rate provisions from LIBOR to the secured overnight financing rate ("SOFR"), and adjusting the spread for SOFR based loans.
−Removed: Our SOFR based loans bear interest at Daily Simple SOFR or Term SOFR as defined in the credit agreement plus 0.10 % plus a spread, based on our credit rating.
−Removed: The current spread is 77.5 basis points.
−Removed: In addition, we have an option (subject to bank approval) to increase the credit facility through an accordion feature to $ 1.75 billion.
+Added: On April 12, 2023, we issued $ 350.0 million of fixed rate senior unsecured notes that mature on May 1, 2028 and bear interest at 5.375 %.
+Added: The notes were offered at 99.590 % of the principal amount with a yield to maturity of 5.468 %.
+Added: The net proceeds, after issuance discount, underwriting fees, and other costs were $ 345.7 million.
+Added: On June 1, 2023, we repaid our $ 275.0 million 2.75 % senior unsecured notes at maturity.
+Added: On December 28, 2023, one of our wholly-owned subsidiaries entered into a $ 200.0 million mortgage loan, which bears interest at SOFR plus a 95 basis point spread, matures on December 28, 2025, plus two one-year extensions, at our option, and is secured by our Bethesda Row property.
+Added: The interest rate is effectively fixed at 5.03 % through the initial maturity date, as a result of three interest rate swap agreements.
+Added: Our net proceeds were $ 199.1 million, after debt issuance costs.
+Added: Our subsidiary's obligations under the mortgage loan are guaranteed by the Operating Partnership.
During 2023, 2022 and 2021, the maximum amount of borrowings outstanding under our revolving credit facility was $ 115.5 million, $ 330.0 million and $ 150.0 million, respectively.
2 unchanged sentences
At December 31, 2023 and December 31, 2022, our revolving credit facility had no balance outstanding.
−Removed: On October 5, 2022, we also amended our unsecured term loan and borrowed an additional $ 300.0 million, bringing the total outstanding to $ 600.0 million.
−Removed: The term loan amendment also transitioned the interest rate provisions from LIBOR to SOFR.
−Removed: This SOFR based loan bears interest at Term SOFR as defined in the agreement, plus 0.10 %, plus a 85 basis point spread, based on our current credit rating.
−Removed: The net proceeds from the term loan after underwriting fees and other costs were $ 298.5 million, and were used to repay the $ 267.0 million outstanding balance on the revolving credit facility and for general corporate purposes.
Our revolving credit facility, term loan, and certain notes require us to comply with various financial covenants, including the maintenance of minimum shareholders’ equity and debt coverage ratios and a maximum ratio of debt to net worth.
14 unchanged sentences
_____________________
−Removed: (1) Our $ 600.0 million term loan matures on April 16, 2024 plus two one-year extensions, at our option.
−Removed: (2) Our $ 1.25 billion revolving credit facility matures on April 5, 2027 plus two six-month extensions, at our option.
+Added: (1) Our $ 600.0 million term loan had an original maturity date of April 16, 2024.
+Added: On February 6, 2024, we extended the maturity date to April 16, 2025, with an additional one year extension at our option still available to further extend the loan to April 16, 2026.
+Added: (2) Our $ 200.0 million mortgage loan secured by Bethesda Row matures on December 28, 2025 plus two one-year extensions, at our option to December 28, 2027.
+Added: (3) Our $ 1.25 billion revolving credit facility matures on April 5, 2027 plus two six-month extensions, at our option to April 5, 2028.
As of December 31, 2023, there was no balance outstanding under this credit facility.
20 unchanged sentences
Senior notes and debentures $ 3,480,296 $ 3,201,174 $ 3,407,701 $ 3,048,456
−Removed: As of December 31, 2022, we have two interest rate swap agreements with notional amounts of $ 55.1 million that are measured at fair value on a recurring basis.
−Removed: The interest rate swap agreements fix the interest rate on $ 55.1 million of mortgage payables at 3.67 % through December 15, 2029.
+Added: As of December 31, 2023, we have five interest rate swap agreements with total notional amounts of $ 253.6 million that are measured at fair value on a recurring basis.
+Added: We have two interest rate swap agreements associated with our Hoboken portfolio that fix the interest rate on $ 53.6 million of mortgage payables at 3.67 % through December 15, 2029.
+Added: During December 2023, we entered into three interest rate swap agreements associated with our Bethesda Row property that fix the interest rate on a $ 200.0 million mortgage payable at a weighted average interest rate of 5.03 % through December 28, 2025.
The fair values of the interest rate swap agreements are based on the estimated amounts we would receive or pay to terminate the contracts at the reporting date and are determined using interest rate pricing models and interest rate related observable inputs.
The fair value of our swaps at December 31, 2023 was an asset of $ 4.7 million and is included in "prepaid expenses and other assets" on our consolidated balance sheet.
−Removed: During 2022, the value of our interest rate swaps increased $ 7.7 million (including less than $ 0.1 million reclassified from other comprehensive income as an increase to interest expense).
−Removed: A summary of our financial assets (liabilities) that are measured at fair value on a recurring basis, by level within the fair value hierarchy is as follows:
+Added: During 2023, the value of our interest rate swaps decreased $ 1.5 million (including $ 1.9 million reclassified from other comprehensive income as a decrease to interest expense).
+Added: A summary of our financial assets that are measured at fair value on a recurring basis, by level within the fair value hierarchy is as follows:
December 31, 2023 December 31, 2022
3 unchanged sentences
One of our equity method investees has two interest rate swaps which qualify as cash flow hedges.
−Removed: At December 31, 2022 and December 31, 2021, our share of the change in fair value of the related swaps included in "accumulated other comprehensive income (loss)" was an increase of $ 0.9 million and $ 0.7 million, respectively.
+Added: At December 31, 2023 and December 31, 2022, our share of the change in fair value of the related swaps included in "accumulated other comprehensive (loss) income" was a loss of $ 0.3 million and income of $ 0.9 million, respectively.
NOTE 7— COMMITMENTS AND CONTINGENCIES
8 unchanged sentences
however, litigation is subject to inherent uncertainties.
−Removed: Also under our leases, tenants are typically obligated to indemnify us from and against all liabilities, costs and expenses imposed upon or asserted against us (1) as owner of the properties due to certain matters relating to the operation of the properties by the tenant, and (2) where appropriate, due to certain matters relating to the ownership of the properties prior to their acquisition by us.
+Added: Also under our leases, tenants are typically obligated to indemnify us from and against all liabilities, costs and expenses imposed upon or asserted against us (1) as owner of the properties due to certain matters relating to the operation of the properties by the
+Added: tenant, and (2) where appropriate, due to certain matters relating to the ownership of the properties prior to their acquisition by us.
We are self-insured for general liability costs up to predetermined retained amounts per claim, and we believe that we maintain adequate accruals to cover our retained liability.
−Removed: We currently do not maintain third party stop-loss insurance policies to cover
−Removed: liability costs in excess of predetermined retained amounts.
+Added: We currently do not maintain third party stop-loss insurance policies to cover liability costs in excess of predetermined retained amounts.
Our accrual for self-insurance liability is determined by management and is based on claims filed and an estimate of claims incurred but not yet reported.
9 unchanged sentences
Although we consider the reserve to be adequate, there can be no assurance that the reserve will prove to be adequate over-time to cover losses due to the difference between the assumptions used to estimate the reserve and actual losses.
−Removed: On July 13, 2022, we acquired the 21.8 % redeemable noncontrolling interest in the partnership that owns our Plaza El Segundo shopping center for $ 23.6 million, bringing our ownership interest to 100 %.
On December 11, 2019, we received proceeds related to the sale under the threat of condemnation at San Antonio Center as discussed in our Annual Report on Form 10-K for the year ended December 31, 2019.
We indemnified the condemning authority for all costs incurred related to the condemnation proceedings including any payments required to tenants at the property and recorded a corresponding liability for our estimate of these costs.
−Removed: During 2022, we recorded a net reduction to our liability for condemnation and transaction costs to reflect the impact of a recent tenant settlement agreement and our current estimate of remaining costs.
−Removed: As a result, for the year ended December 31, 2022, we have recognized a gain of $ 9.3 million, which is included in our consolidated statements of operations.
−Removed: Additionally, during 2022, we incurred $ 18.0 million of payments to tenants, and consequently, at December 31, 2022, we have a liability of $ 5.0 million to reflect our estimate of the remaining consideration.
+Added: During 2022, we recorded a net reduction of our liability for condemnation and transaction costs to reflect the impact of tenant settlement and our current estimate of remaining costs.
+Added: As a result, for the year ended December 31, 2022, we recognized a gain of $ 9.3 million.
+Added: During 2023 and 2022, we incurred $ 1.4 million and $ 18.0 million of payments to tenants, respectively.
+Added: At December 31, 2023, we have a liability of $ 3.6 million to reflect our estimate of the remaining costs.
At December 31, 2023, we had letters of credit outstanding of approximately $ 6.5 million.
10 unchanged sentences
Year ending December 31,
−Removed: 2023 $ 59,713
Thereafter 67,875
2 unchanged sentences
Finance lease liabilities $ 12,670
−Removed: A master lease for Mercer Mall includes a fixed purchase price option for $ 55 million in 2023.
−Removed: During 2022, we exercised our option to purchase the fee interest, which is expected to close in the second half of 2023.
Under the terms of the Congressional Plaza partnership agreement, a minority partner has the right to require us and the other minority partner to purchase its 26.63 % interest in Congressional Plaza at the interest’s then-current fair market value.
6 unchanged sentences
Based on management's current estimate of fair market value as of December 31, 2023, our estimated maximum liability upon exercise of the put option would range from $ 6 million to $ 7 million.
−Removed: Effective September 18, 2023, the other member in Hoboken has the right to require us to purchase all of its 10.0 % ownership interest at the interest's then-current fair market value.
+Added: The other member in Hoboken has the right to require us to purchase all of its 10.0 % ownership interest at the interest's then-current fair market value.
Based on management's current estimate of fair market value as of December 31, 2023, our estimated maximum liability upon exercise of the put option would range from $ 10 million to $ 11 million.
14 unchanged sentences
Additionally, they are not convertible and holders of these shares generally have no voting rights, unless we fail to pay dividends for six or more quarters.
−Removed: As of December 31, 2022, we had 392,878 shares of 5.417 % Series 1 Cumulative Convertible Preferred Shares (“Series 1 Preferred Shares”) outstanding that have a liquidation preference of $ 25 per share and par value $ 0.01 per share, and 399,896 shares at December 31, 2021 and 2020.
+Added: As of December 31, 2023 and 2022, we had 392,878 shares of 5.417 % Series 1 Cumulative Convertible Preferred Shares (“Series 1 Preferred Shares”) outstanding that have a liquidation preference of $ 25 per share and par value $ 0.01 per share, and 399,896 shares at December 31, 2021.
The Series 1 Preferred Shares accrue dividends at a rate of 5.417 % per year and are convertible at any time by the holders to our common shares at a conversion rate of $ 104.69 per share.
3 unchanged sentences
On February 14, 2022, we replaced our existing at-the-market (“ATM”) equity program with a new ATM equity program in which we may from time to time offer and sell common shares having an aggregate offering price of up to $ 500.0 million.
−Removed: Our ATM equity program also allows shares to be sold through forward sales contracts.
+Added: The ATM equity program also allows shares to be sold through forward sales contracts.
We intend to use the net proceeds from ATM equity program issuances to fund potential acquisition opportunities, fund our development and redevelopment pipeline, repay indebtedness and/or for general corporate purposes.
−Removed: For the year ended December 31, 2022, we issued 430,473 common shares at a weighted average price per share of $ 111.49 for net cash proceeds of $ 47.4 million including paying $ 0.5 million in commissions and $ 0.1 million in additional offering expenses related to the sales of these common shares.
+Added: For the year ended December 31, 2023, we sold 1,372,889 common shares (of which, 62,895 settled on January 2, 2024) at a weighted average price per share of $ 101.89 for net cash proceeds of $ 138.3 million including paying $ 1.4 million in commissions and $ 0.2 million in additional offering expenses related to the sales of these common shares.
For the year ended December 31, 2022, we issued 430,473 common shares at a weighted average price per share of $ 111.49 for net cash proceeds of $ 47.4 million and paid $ 0.5 million in commissions and $ 0.1 million in additional offering expenses related to the sales of these common shares.
As of December 31, 2023, we have the remaining capacity to issue up to $ 312.1 million in common shares under our ATM equity program.
−Removed: During 2021, we entered into forward sales contracts for 2,999,955 common shares under our ATM equity program at a weighted average offering price of $ 120.22 .
−Removed: During 2021, we settled a portion of these forward sales agreements by issuing 796,300 common shares for net proceeds of $ 85.7 million and during 2022, we settled the remaining forward sales contracts by issuing 2,203,655 common shares for net proceeds of $ 259.4 million.
+Added: During 2022, we settled forward sales contracts by issuing 2,203,655 common shares for net proceeds of $ 259.4 million.
We have no outstanding forward sales agreements as of December 31, 2023.
+Added: Effective May 4, 2023, our Declaration of Trust was amended to increase the number of authorized common shares of beneficial interest to 200,000,000 .
NOTE 9— DIVIDENDS
121 unchanged sentences
On February 10, 2021, 10,441 restricted stock units were awarded to an officer that vest at the end of four years .
−Removed: The final awards earned are based on meeting certain market based performance criteria, and may vary from 0 % to 200 % of the original
+Added: The final awards earned are based on meeting certain market based performance criteria, and may vary from 0 % to 200 % of the original award.
The weighted-average grant-date fair value of the restricted stock units awarded in 2021 was $ 97.01 .
−Removed: The following table provides a summary of restricted stock unit activity for 2022:
−Removed: Shares Weighted-Average
−Removed: Grant-Date Fair
−Removed: Unvested at December 31, 2021 10,441 $ 97.01
−Removed: Forfeited — —
−Removed: Unvested at December 31, 2022 10,441 $ 97.01
+Added: There has been no activity in 2023.
As of December 31, 2023, there was $ 18.8 million of total unrecognized compensation cost related to unvested share-based compensation arrangements (i.e.
6 unchanged sentences
Officers and key employees
+Added: February 6, 2024 1,190 Options 5 years Officers and key employees
NOTE 13— SAVINGS AND RETIREMENT PLANS
We have a savings and retirement plan in accordance with the provisions of Section 401(k) of the Code.
−Removed: Generally, employees can elect, at their discretion, to contribute a portion of their compensation up to a maximum of $ 20,500 for 2022, and 19,500 for 2021 and 2020.
+Added: Generally, employees can elect, at their discretion, to contribute a portion of their compensation up to a maximum of $ 22,500 for 2023, $ 20,500 for 2022, and 19,500 for 2021.
Under the plan, we contribute 50 % of each employee’s elective deferrals up to 5 % of eligible earnings.
11 unchanged sentences
The two-class method is an earnings allocation methodology whereby EPS and EPU for each class of common stock and partnership units, respectively, and participating securities is calculated according to dividends or distributions declared and participation rights in undistributed earnings.
−Removed: For 2022 and 2021 we had 0.3 million weighted average unvested shares and units outstanding, and for 2020 we had 0.2 million which are considered participating securities.
+Added: For 2023, 2022, and 2021, we had 0.3 million weighted average unvested shares and units outstanding, which are considered participating securities.
Therefore, we have allocated our earnings for basic and diluted EPS and EPU between common shares and units and unvested shares and units;
3 unchanged sentences
• conversions of downREIT operating partnership units for 2023 and 2021,
−Removed: • and 5.417 % Series 1 Cumulative Convertible Preferred Shares and units for 2022, 2021, and 2020, and
+Added: • 5.417 % Series 1 Cumulative Convertible Preferred Shares and units for 2023, 2022, and 2021, and
• the issuance of 1.8 million shares and units issuable under forward sales agreements in 2021.
40 unchanged sentences
Net income available for common unit holders $ 2.80 $ 4.71 $ 3.26
−Removed: NOTE 15— SUBSEQUENT EVENT
−Removed: On January 31, 2023, we acquired the 180,000 square foot portion of Huntington Square shopping center that was not previously owned, as well as the fee interest in the land underneath the portion of the shopping center which we control under a long-term ground lease for $ 35.5 million.
+Added: NOTE 15— SUBSEQUENT EVENTS
+Added: On January 11, 2024, our Operating Partnership issued $ 485.0 million aggregate principal amount of 3.25 % Exchangeable Senior Notes (the “Notes”) that mature on January 15, 2029, unless earlier exchanged, purchased or redeemed.
+Added: On or after July 15, 2028, the Notes will be exchangeable for cash up to the principal amount of the Notes and, if applicable, cash, common shares of the Trust, or a combination thereof at our option, in respect of the remainder, if any, of the exchange obligation in excess of the principal amount.
+Added: The exchange rate initially equals 8.1436 common shares per $ 1,000 principal amount of the Notes (equivalent to an exchange price of approximately $ 122.80 per common share).
+Added: Net proceeds after the initial purchaser’s discount and estimated offering costs were approximately $ 471 million.
+Added: In connection with the Notes, we entered into privately negotiated capped call transactions with certain of the initial purchasers of the notes or their affiliates or other financial institutions.
+Added: The capped call transactions cover, subject to customary adjustments, the number of our common shares that initially underlie the Notes.
+Added: The capped call transactions are expected generally to reduce the potential dilution to our common shares upon exchange of any Notes and/or offset any cash payments we are required to make in excess of the principal amount of the Notes, with such reduction and/or offset subject to a cap.
+Added: The cap price of the capped call transaction initially is approximately $ 143.26 per share, which represents a premium of approximately 40 % over the last reported sale price of our common shares of $ 102.33 on the New York Stock Exchange on January 8, 2024, and is subject to certain adjustments under the terms of the capped call transactions.
+Added: A portion of the proceeds from the Notes were used to pay the capped call premium of $ 19.4 million, which will be recorded in shareholders' equity for the Trust and capital for the Operating Partnership.
+Added: On January 16, 2024, we repaid the $ 600.0 million 3.95 % senior unsecured notes at maturity.
FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP
49 unchanged sentences
CONGRESSIONAL PLAZA (Maryland) 2,793 7,424 99,752 2,793 107,176 109,969 70,269 1965/2003/
+Added: 2016 4/1/1965 (1)
COURTHOUSE CENTER (Maryland) 1,750 1,869 3,717 1,750 5,586 7,336 3,775 1975 12/17/1997 (1)
7 unchanged sentences
ELLISBURG (New Jersey) 4,028 11,309 23,327 4,013 34,651 38,664 24,486 1959 10/16/1992 (1)
+Added: ESCONDIDO PROMENADE (California) 29,281 105,736 182 29,281 105,918 135,199 5,809 1987 5/26/2023 (1)
FAIRFAX JUNCTION (Virgina) 16,768 23,825 5,648 16,768 29,473 46,241 5,174 1981/1986/ 2000 2/8/19 & 1/10/20 (1)
4 unchanged sentences
FREEDOM PLAZA (California) — 3,255 40,950 — 44,205 44,205 4,262 2018-2020 6/15/2018 (1)
−Removed: FRESH MEADOWS (New York) 24,625 25,255 44,707 24,633 69,954 94,587 50,551 1946-1949 12/5/1997 (1)
FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP
13 unchanged sentences
Improvements Total
+Added: FRESH MEADOWS (New York) 24,625 25,255 46,717 24,633 71,964 96,597 51,580 1946-1949 12/5/1997 (1)
FRIENDSHIP CENTER (District of Columbia) 12,696 20,803 3,757 12,696 24,560 37,256 14,997 1998 9/21/2001 (1)
16 unchanged sentences
IDYLWOOD PLAZA (Virginia) 4,308 10,026 3,761 4,308 13,787 18,095 11,137 1991 4/15/1994 (1)
−Removed: KINGS COURT (California) — 10,714 917 — 11,631 11,631 10,939 1960 8/24/1998 (1)
FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP
13 unchanged sentences
Improvements Total
+Added: KINGS COURT (California) — 10,714 901 — 11,615 11,615 11,361 1960 8/24/1998 (1)
KINGSTOWNE TOWNE CENTER (Virginia) 72,234 137,466 1,523 72,234 138,989 211,223 8,021 1996/2001/ 2006 4/20/22 & 7/27/22 (1)
5 unchanged sentences
MELVILLE MALL (New York) 35,622 32,882 36,638 35,622 69,520 105,142 27,995 1974 10/16/2006 (1)
−Removed: MERCER MALL (New Jersey) 5,917 18,358 51,788 5,868 70,195 76,063 40,726 1975 10/14/03 & 1/31/17 (1)
+Added: MERCER ON ONE (FORMERLY KNOWN AS MERCER MALL) (New Jersey) 19,152 44,384 52,891 19,102 97,325 116,427 43,920 1975 10/14/03, 1/31/17, & 10/12/2023 (1)
MONTROSE CROSSING (Maryland) 48,624 91,819 32,056 48,624 123,875 172,499 48,448 1960s, 1970s, 1996 & 2011 12/27/11 & 12/19/13 (1)
9 unchanged sentences
PIKE & ROSE (Maryland) 31,471 10,335 820,583 33,716 828,673 862,389 124,714 1963, 2012-2023 5/18/82, 10/26/07, & 7/31/12 (1)
−Removed: PIKE 7 PLAZA (Virginia) 14,970 22,799 14,342 14,914 37,197 52,111 21,950 1968 3/31/97 & 7/8/15 (1)
−Removed: PLAZA DEL MERCADO (Maryland) 10,305 21,553 15,022 10,305 36,575 46,880 10,092 1969 1/13/2016 (1)
FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP
13 unchanged sentences
Improvements Total
+Added: PIKE 7 PLAZA (Virginia) 14,970 22,799 18,105 14,914 40,960 55,874 23,250 1968 3/31/97 & 7/8/15 (1)
+Added: PLAZA DEL MERCADO (Maryland) 10,305 21,553 14,913 10,305 36,466 46,771 11,427 1969 1/13/2016 (1)
PLAZA DEL SOL (California) 5,605 12,331 ( 19 ) 5,605 12,312 17,917 2,595 2009 8/2/2017 (1)
5 unchanged sentences
SANTANA ROW (California) 66,682 7,502 1,241,432 57,592 1,258,024 1,315,616 323,191 1999-2006, 2009, 2011, 2014, 2016-2023 3/5/97, 7/13/12, 9/6/12, 4/30/13 & 9/23/13 (1)
+Added: SHOPS AT PEMBROKE GARDENS (Florida) 39,506 141,356 650 39,506 142,006 181,512 8,087 2007 7/27/2022 (1)
SYLMAR TOWNE CENTER (California) 18,522 24,637 3,420 18,522 28,057 46,579 5,567 1973 8/2/2017 (1)
2 unchanged sentences
THE SHOPPES AT NOTTINGHAM SQUARE (Maryland) 4,441 12,849 2,227 4,441 15,076 19,517 7,936 2005 - 2006 3/8/2007 (1)
−Removed: THE SHOPS AT PEMBROKE GARDENS (Florida) 39,506 141,356 96 39,506 141,452 180,958 2,489 2007 7/27/2022 (1)
THIRD STREET PROMENADE (California) 17,161 12,051 51,169 19,642 60,739 80,381 36,598 1888-2000 1996-2000 (1)
1 unchanged sentence
TOWER SHOPS (Florida) 29,940 43,390 31,962 29,962 75,330 105,292 30,876 1989, 2017 1/19/11 & 6/13/14 (1)
−Removed: TOWN CENTER OF NEW BRITAIN (Pennsylvania) 1,282 12,285 4,219 1,827 15,959 17,786 7,643 1969 6/29/2006 (1)
−Removed: TROY HILLS (New Jersey) 3,126 5,193 33,191 5,865 35,645 41,510 25,966 1966 7/23/1980 (1)
FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP
13 unchanged sentences
Improvements Total
+Added: TROY HILLS (New Jersey) 3,126 5,193 33,050 5,865 35,504 41,369 26,645 1966 7/23/1980 (1)
TWINBROOKE SHOPPING CENTRE (Virginia) 16,484 18,898 755 16,484 19,653 36,137 1,764 1977 9/2/2021 (1)
2 unchanged sentences
WESTGATE CENTER (California) 6,319 107,284 43,876 6,319 151,160 157,479 83,068 1960-1966 3/31/2004 (1)
−Removed: WESTPOST (FORMERLY KNOWN AS PENTAGON ROW) (Virginia) — 2,955 111,100 — 114,055 114,055 61,422 1999 - 2002 1998 & 11/22/10 (1)
+Added: WESTPOST (Virginia) — 2,955 109,946 — 112,901 112,901 63,606 1999 - 2002 1998 & 11/22/10 (1)
WHITE MARSH PLAZA (Maryland) 3,478 21,413 2,170 3,514 23,547 27,061 12,580 1987 3/8/2007 (1)
15 unchanged sentences
Improvements 424,521
−Removed: Deductions during period
−Removed: Impairment of property ( 68,484 )
−Removed: Dispositions and retirements of property ( 159,897 )
+Added: Deduction during period—dispositions and retirements of property ( 104,679 )
Balance, December 31, 2021 9,422,062
2 unchanged sentences
Improvements 399,623
−Removed: Deduction during period—dispositions and retirements of property ( 104,679 )
+Added: Deductions during period
+Added: Dispositions and retirements of property ( 107,682 )
+Added: Deconsolidation of VIE ( 54,823 )
Balance, December 31, 2022 10,104,499
Additions during period
−Removed: Acquisitions 445,319
Improvements 287,286
+Added: Reconsolidation of VIE 135,017
+Added: Acquisitions 74,723
Deduction during period—dispositions and retirements of property ( 55,338 )
−Removed: Dispositions and retirements of property ( 107,682 )
−Removed: Deconsolidation of VIE ( 54,823 )
Balance, December 31, 2023 (1) $ 10,546,187
8 unchanged sentences
Additions during period—depreciation and amortization expense 246,338
−Removed: Deductions during period
−Removed: Impairment of property ( 11,631 )
−Removed: Dispositions and retirements of property ( 75,289 )
−Removed: Balance, December 31, 2020 2,357,692
−Removed: Additions during period—depreciation and amortization expense 246,338
Deductions during period -dispositions and retirements of property ( 72,935 )
5 unchanged sentences
Balance, December 31, 2022 2,715,817
+Added: Additions during period
+Added: Depreciation and amortization expense 282,896
+Added: Reconsolidation of VIE 2,869
+Added: Deductions during period -dispositions and retirements of property ( 38,063 )
+Added: Balance, December 31, 2023 $ 2,963,519
FEDERAL REALTY INVESTMENT TRUST AND FEDERAL REALTY OP LP
32 unchanged sentences
Balance, December 31, 2020 $ 39,892
−Removed: January 1, 2020 adoption of new accounting standard - See Note 2 ( 790 )
Additions during period:
−Removed: Acquisition of loan, net of valuation adjustments 9,560
Issuance of loans 600
−Removed: Balance, December 31, 2020 39,892
−Removed: Additions during period:
−Removed: Issuance of loans 600
Deductions during period:
6 unchanged sentences
Balance, December 31, 2022 9,456
+Added: Deductions during period:
+Added: Valuation adjustments ( 213 )
+Added: Collection and satisfaction of loans ( 47 )
+Added: Balance, December 31, 2023 $ 9,196
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.