What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-02-21 compared with 2024-02-21 · 100 added, 156 removed, 491 unchanged (34% of the section changed)

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General Overview

As of December 31, 2023, we had 31 consolidated centers and one open-air lifestyle center in 18 states totaling 12.7 million square feet.

As of December 31, 2024, we had 31 consolidated centers and two open-air lifestyle centers in 19 states totaling 13.0 million square feet.

We also had 6 unconsolidated centers totaling 2.1 million square feet, including 2 outlet centers located in Canada.

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Managed Centers

Quarter Acquired/Developed/Disposed Square Feet (in thousands) Number of Centers Square Feet (in thousands) Number of Centers

Square Feet (in thousands) Number of

As of December 31, 2020 11,873 31 2,212 7 — —

Dispositions:

Jeffersonville, Ohio First Quarter (412) (1) — — — —

Saint Sauveur, Quebec First Quarter — — (99) (1) — —

Other (8) — — — — —

Quarter Acquired/Developed/Disposed Square Feet (in thousands) Number of Centers Square Feet (in thousands) Number of Centers Square Feet (in thousands) Number of

As of December 31, 2021 11,453 30 2,113 6 — —

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As of December 31, 2023 12,690 32 2,113 6 758 2

12,690 32 2,113 6 758 2

Little Rock, Arkansas Fourth Quarter 270 1 — — — —

Other — — — — — —

As of December 31, 2024 12,960 33 2,113 6 758 2

Leasing Activity

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(2) Comparable space excludes leases for space that was vacant for more than 12 months (non-comparable space).

(3) Leasing activity for commenced leases, or leases for new stores that opened or renewals that began during the respective trailing twelve months ended December 31, were as follows:

Leasing Activity for Commenced Leases

Leasing Transactions Square Feet

(in 000s) New

Tenant Allowance

Comparable Space (2)

2023 306 1,596 $ 34.33 14.1 % $ 1.87 3.49

2022 295 1,449 $ 31.35 11.7 % $ 5.76 3.76

Comparable and Non-comparable Space (2)

2023 370 1,863 $ 34.23 $ 7.75 3.98

2022 344 1,644 $ 31.96 $ 13.64 4.18

(4) Represents average initial cash rent (base rent and CAM).

(5) Represents change in average initial and expiring cash rent (base rent and CAM).

(6) Tenant allowance includes other landlord costs.

Results of Operations

2024 Compared to 2023

Net income increased $18.1 million in the 2023 period to a net income of $103.9 million as compared to net income of $85.8 million for the 2022 period.

The increase in net income is primarily due to the following:

• increase in average portfolio occupancy rate from 95% to 97%,

• higher property management and leasing responsibilities for two centers in Palm Beach, Florida,

• increase in other revenues from marketing partnership programs,

• higher investment income

• lower depreciation expense

These increases were partially offset by:

• lower termination fees,

• gain on sale of assets in the 2022 period of $3.2 million from the sale of our Blowing Rock, North Carolina center,

• higher general and administrative expenses in 2023

In the tables below, information set forth for properties disposed includes the Blowing Rock, NC center sold in December 2022.

New developments and acquired properties relates to the Nashville, TN;

Asheville, NC;

and Huntsville, AL centers all of which were opened or acquired in the fourth quarter of 2023.

Net income decreased $(1.1) million in the 2024 period to a net income of $102.8 million compared to net income of $103.9 million for the 2023 period.

The change in net income was primarily due to the following:

• higher interest expense from interest rate swaps that became effective in 2024 at higher rates

• higher rental revenues from a strengthened tenant mix and higher new and renewal rental rates and the opening of our center in Nashville, TN and the acquisition of centers in Huntsville, AL and Asheville, NC during the fourth quarter of 2023

• higher operating expenses, depreciation and amortization from the new centers

• higher general and administrative expenses primarily due to executive separation costs

• lower investment income during 2024 due to the 2023 period having higher investment income due to higher cash balances than were available in the 2024 period.

The majority of the cash balances were utilized during the fourth quarter of 2023 for the acquisitions of the Asheville, NC and Huntsville, AL centers.

In addition, cash was utilized throughout 2023 to complete the construction of our Nashville, TN center which opened in October 2023.

In the tables below, information set forth for new developments and acquired properties relates to the Little Rock, AR center, acquired in December 2024 and Nashville, TN, Asheville, NC, and Huntsville, AL centers which were opened or acquired in the fourth quarter of 2023.

Rental Revenues

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Rental revenues from new developments and acquired properties 45,441 5,950 39,491

Rental revenues from properties disposed — 2,144 (2,144)

Straight-line rent adjustments 607 (2,229) 2,836

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$ 497,516 $ 438,889 $ 58,627

Rental revenues from existing properties increased primarily due to growth in occupancy and rental rates in 2023.

Our average occupancy increased from 95% to 97% from 2022 to 2023.

The 2022 period included significant termination rents from certain tenants.

The 2023 period did not have termination rents at that level.

Rental revenues at existing properties were positively impacted by obtaining higher rents from new and existing tenants during the last twelve months and strengthening our tenant mix.

Our average occupancy was consistent at 97% for 2024 and 2023.

Management, Leasing and Other Services

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Expense reimbursements from unconsolidated joint ventures and managed properties 5,060 4,881 179

Total Fees $ 8,660 $ 7,157 $ 1,503

Management, leasing and other service revenue increased in the 2023 period due to the addition of property management responsibilities for two centers in Palm Beach, Florida during 2022 and 2023.

$ 9,645 $ 8,660 $ 985

During the 2023 period, we added additional property management responsibilities for centers in Palm Beach, Florida.

The increase in overall fees is primarily attributable to the full year impact of those responsibilities in 2024 along with incremental leasing activities and incremental expense reimbursements from our unconsolidated joint ventures.

Other Revenues

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Other revenues from new developments and acquired properties 2,174 687 1,487

Other revenues from property disposed — 176 (176)

$ 18,902 $ 16,858 $ 2,044

Other revenues from existing properties increased in the 2023 period due an increase in other revenue streams, such as EV charging, paid media, sponsorships and onsite signage, on a local and national level.

Other revenues from existing properties increased in the 2024 period due to an increase in other revenue streams, such as our customer loyalty program, paid media sponsorships and onsite signage, on a local and national level.

Property Operating Expenses

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Property operating expenses from new developments and acquired properties 15,474 3,593 11,881

Property operating expenses from property disposed — 962 (962)

Expenses related to unconsolidated joint ventures and managed properties 5,060 4,881 179

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$ 158,729 $ 145,547 $ 13,182

Property operating expenses at existing properties decreased in the 2023 period compared to the 2022 period primarily due to decreases in snow removal expense from a mild winter in 2023.

Property operating expenses from existing properties increased in the 2024 period primarily from higher snow removal costs and property payroll related expenses, partially offset by certain expense refunds.

General and Administrative Expenses

General and administrative expenses increased $1.9 million in the 2024 period compared to the 2023 period.

The 2023 period includes higher compensation costs due to the addition of certain executives and other key employees during 2022 and 2023 to drive operational and growth initiatives.

In addition, the 2023 period includes increases in share-based compensation and other employee benefit costs.

Finally, 2023 and 2022 includes executive compensation adjustments, totaling ($806,000) and $2.4 million, respectively.

We recorded executive separation amounts totaling $1.6 million and ($806,000) in the 2024 period and the 2023 period, respectively.

Exclusive of those adjustments, general and administrative expenses decreased approximately $470,000 due primarily to reduced executive share-based compensation expense and lower third-party professional fees.

Depreciation and Amortization

Depreciation and amortization expense decreased $3.0 million in the 2023 period compared to the 2022 period.

Depreciation and amortization expense increased $29.8 million in the 2024 period compared to the 2023 period.

The following table sets forth the changes in various components of depreciation and amortization costs from the 2023 period to the 2024 period (in thousands):

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Depreciation and amortization from new developments and acquired properties 33,860 4,889 28,971

Depreciation and amortization from disposed property — 887 (887)

$ 138,690 $ 108,889 $ 29,801

Depreciation and amortization expense from existing properties decreased as certain assets became fully depreciated during the 2022 and 2023 periods.

In addition, during the year ended 2022, we changed our useful depreciable lives of our solar assets to better reflect the estimated periods during which these assets will remain in service.

The estimated useful lives of these assets that previously averaged 20 years were decreased to an average of ten years.

The effect of this change in estimate was to increase 2022 depreciation expense by $4.4 million.

The increase in depreciation and amortization from existing properties was primarily due to increased depreciation related to recent center redevelopment projects and solar projects placed in service during the last two years.

Interest Expense

Interest expense increased $1.0 million in the 2023 period compared to the 2022 period primarily because starting in the second quarter of 2022, interest rates began to rise significantly which impacted our debt that is based on variable rates.

In October 2022, we amended and restated our unsecured term loan.

The outstanding balance was increased from $300.0 million to $325.0 million, and the maturity date was extended to January 2027 plus a one-year extension option.

Also, in October 2022, the Southaven, Mississippi consolidated joint venture amended and restated its variable interest rate secured term loan, increasing the outstanding balance to $51.7 million from

$40.1 million.

In May 2023, Fitch Ratings assigned a first-time ‘BBB’ long-term issuer default rating to the Company and the Operating Partnership, along with a Stable rating outlook.

Fitch also assigned a ‘BBB’ rating to Operating Partnership’s senior unsecured debt, which includes our lines of credit, a term loan and senior notes.

As a result, the applicable pricing margin on each of our unsecured lines of credit and our term loan was reduced by 25 basis points (including a 5 basis point reduction in the facility fee on the unsecured lines of credit).

Gain on Sale of Assets

In December 2022, we sold a non-core center in Blowing Rock, North Carolina for net proceeds of $12.4 million, which resulted in a gain on sale of assets of $3.2 million.

Interest expense increased $12.7 million in the 2024 period compared to the 2023 period.

The increase was primarily due to the $325.0 million of Daily SOFR interest rate swaps that we entered into throughout 2023 that became effective on February 1, 2024 at average fixed pay rate of 3.90%.

These swaps replaced $300.0 million of existing swaps that expired on February 1, 2024 which had an average fixed pay rate of 0.40%.

In addition, we had balances drawn on our lines of credit at different times during the 2024 period.

No amounts were outstanding on our lines of credit during the 2023 period.

Finally, our Nashville, TN property opened during the fourth quarter of 2023 and therefore we did not capitalize interest costs related to it in the 2024 period as we did during the 2023 period.

Other Income (Expense)

Other income (expense) increased approximately $3.7 million in the 2023 period compared to the 2022 period, primarily due to higher returns on our cash and cash equivalents and short-term investments from opportunities available in the rising interest rate environment.

This was partially offset by the 2022 period including a $2.4 million gain on sale of a non-real estate asset.

Other income (expense) decreased approximately $8.2 million in the 2024 period compared to the 2023 period.

The 2023 period had higher investment income due to higher cash balances than were available in the 2024 period.

The majority of the cash balances were utilized during the fourth quarter of 2023 for the acquisitions of the Asheville, NC and Huntsville, AL centers.

In addition, cash was utilized throughout 2023 to complete the construction of our Nashville, TN center which opened in October 2023.

Equity in Earnings of Unconsolidated Joint Ventures

Equity in earnings (losses) of unconsolidated joint ventures decreased approximately $354,000 in the 2023 period compared to the 2022 period.

The decrease is primarily due to the increase in variable interest rates which began in 2022 and continued through 2023 and negatively impacted two of our joint ventures, from the refinancing of those two joint ventures mortgages.

In June 2023, the Galveston/Houston joint venture completed the refinance of its mortgage.

The new $58.0 million loan has a maturity date of June 2026 and an interest rate of Daily SOFR + 3.00%.

In conjunction with this refinance, the joint venture entered into a $29.0 million interest rate swap agreement that fixes Daily SOFR at 4.44% until December 2025.

In September 2022, the Columbus joint venture completed the refinance of its existing $71.0 million mortgage with an interest rate of LIBOR + 1.85% which had a maturity date of November 2022.

The refinanced mortgage remained $71.0 million but became a non-recourse loan with a maturity date in October 2032 and a fixed interest rate of 6.25%.

Equity in earnings of unconsolidated joint ventures increased approximately $3.0 million in the 2024 period compared to the 2023 period.

The increase was primarily due to improved leasing execution period over period at three of our joint venture centers.

2023 Compared to 2022

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Actual sales, if any, will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of the Common Shares, capital needs and determinations by us of the appropriate sources of its funding.

We currently intend to use the net proceeds from any sale of Common Shares pursuant to the ATM Offering for working capital and general corporate purposes.

We currently intend to use the net proceeds from any sale of Common Shares pursuant to the ATM Offering for working capital, funding external growth and general corporate purposes.

As of December 31, 2024, we had approximately $34.5 million remaining available for sale under our ATM Offering program.

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Aggregate net proceeds after commissions and fees (in thousands) $ 114,541 $ 88,861 $ —

During the fourth quarter of 2024, we sold an aggregate of 1.9 million shares under the ATM Offering program which were subject to forward sale agreements, for an estimated aggregate gross value of $69.7 million based on the initial forward sale price of $36.40 with respect to each forward sale agreement.

Shares can be settled at any time over the next 12-15 months, unless otherwise extended.

We did not initially receive any proceeds from the sale of these common shares, which were sold to underwriters, by the forward purchasers or their respective affiliates.

We did not receive any proceeds from the sale of shares at the time we entered into each of the respective forward sale agreements.

We determined that the forward sale agreements meet the criteria for equity classification and, therefore, are exempt from derivative accounting.

We recorded the forward sale agreements at fair value at inception, which we determined to be zero.

Subsequent changes to fair value are not required under equity classification.

In May 2023, the Board authorized the repurchase of up to $100.0 million of our outstanding Common Shares through May 31, 2025.

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Additions to rental property-cash basis $ 100,437 $ 188,196 $ (87,759)

(1) New center developments and expansions in both periods primarily due to development costs at our site in Nashville, TN.

(2) In the 2023 and 2022 periods, second generation tenant allowances are presented net of $1.1 million and $1.5 million tenant allowance reversals respectively, which were the result of a lease modifications.

(3) The increase in other capital expenditures in 2023 was primarily related to our ongoing solar initiatives.

(1) The decrease in new center developments and expansions was primarily due to development costs at our site in Nashville, TN, which opened in October 2023.

(2) In the 2024 and 2023 periods, second generation tenant allowances are presented net of $206,000 and $1.1 million tenant allowance reversals respectively, which were the result of a lease modifications.

(3) The decrease in other capital expenditures in 2024 was primarily related to lower spending on our ongoing solar initiatives.

Other capital expenditures includes capital expenditures related to recurring and value-enhancing capital activities.

We expect total capital expenditures for 2025 to be approximately $105.0 million as compared to capital expenditures of $100.4 million in 2024.

The higher 2023 amount was driven primarily by the expenditures for our Nashville, TN development, which opened in October 2023.

The higher 2025 amount as compared to 2024 is driven primarily by renovations and redevelopments at certain centers and continuing operational capital expenditures.

We expect to maintain sufficient liquidity to fund these capital expenditures.

In February 2025, we acquired a 640,000-square-foot open-air, grocery-anchored mixed-use center in Cleveland, Ohio for $167.0 million using cash on hand and available liquidity.

The center is Northeast Ohio's premier retail and entertainment destination and has become the go-to choice for retailers seeking market entry.

The stores at the center are complemented by an expansive menu of entertainment and dining options.

In December 2024, we acquired The Promenade at Chenal, a 270,000-square foot, open-air lifestyle center in Little Rock, Arkansas for $73.1 million using cash and proceeds from our ATM program.

The Promenade at Chenal offers a line-up of highly sought-after national brands complemented by a curated roster of popular local and regional retailers, a variety of elevated and casual dining options, and an AMC IMAX Theatre.

In November 2023, we acquired a 382,000-square-foot, open-air outlet center in Asheville, North Carolina for $70.0 million in an all-cash transaction.

The established center is occupied by a diverse mix of brands that includes leading home furnishings providers as well as iconic apparel, footwear and accessories brands.

In addition, in November 2023, we acquired Bridge Street Town Centre, an 825,000-square-foot, open-air lifestyle center in Huntsville, Alabama for $193.5 million with cash.

proceeds from our ATM program and amounts available under our unsecured lines of credit.

In addition, in November 2023, we acquired Bridge Street Town Centre, an 825,000-square-foot (including approximately 174,000 square feet ground leased to tenants), open-air lifestyle center in Huntsville, Alabama for $193.5 million with cash proceeds from our ATM program and amounts available under our unsecured lines of credit.

The center comprises over 80 retail stores, restaurants, and entertainment venues and serves as the dominant shopping destination in the market.

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Future Debt Obligations

As described further in Note 9 to the Consolidated Financial Statements, as of December 31, 2023, scheduled maturities and principal amortization of our existing debt for 2024, 2025, 2026 and 2027 are $5.1 million, $14.5 million, $407.4 million and $625.0 million, respectively.

As described further in Note 9 to the Consolidated Financial Statements, as of December 31, 2024, scheduled maturities and principal amortization of our existing debt for 2025, 2026 and 2027 are $1.5 million, $407.4 million and $625.0 million, respectively.

There are no scheduled maturities in 2028.

As of December 31, 2024, scheduled maturities after 2028 aggregate to $400.0 million.

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Other contractual obligations totaled $6.0 million as of December 31, 2024.

These obligations range from approximately $1.3 million to $1.7 million on an annual basis over the next five years.

These obligations range from approximately $329,000 to $2.1 million on an annual basis over the next five years.

The following table sets forth our changes in cash flows from 2024 and 2023 (in thousands):

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Investing Activities

The increase in net cash used in investing activities was primarily driven by the acquisition in November 2023 of two centers in Asheville, NC and Huntsville, AL, for a net total of $259.7 million.

In addition, during 2023, we completed the development of our new center in Nashville, TN, which opened in October 2023.

The decrease in net cash used in investing activities was primarily driven by lower additions to rental property as the 2023 period includes the acquisition in November 2023 of two centers in Asheville, NC and Huntsville, AL, and the development of our new center in Nashville, TN, which opened in October 2023.

These items were partially offset by the acquisition of our new center in Little Rock, AR in December 2024.

Financing Activities

The primary cause for the decrease in net cash used in financing activities was the issuance of approximately 3.5 million Common Shares under our ATM Offering Program during 2023, which generated approximately $88.4 million of net proceeds.

This increase was partially offset by higher dividends paid during 2023 compared to 2022 primarily driven by an increase in our dividend rate.

The primary cause for the increase in net cash used in financing activities was higher dividends paid during 2024 compared to 2023 primarily driven by an increase in our dividend rate, higher amount of net share settlements related to the vesting of equity awards and finance origination costs related to the amendment and extension of our unsecured lines of credit, net repayments on our line of credit and less cash generated from short-term investment activities, offset by higher proceeds from our ATM Program and higher draws on our unsecured lines of credit to fund acquisitions and development.

Financing Arrangements

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Actual sales under the ATM Offering Program will depend on a variety of factors including market conditions, the trading price of our Common Stock, our capital needs, and our determination of the appropriate sources of funding to meet such needs.

During the fourth quarter of 2024, we sold an aggregate of 1.9 million shares under the ATM Offering Program which were subject to forward sale agreements for an estimated aggregate gross value of $69.7 million based on the initial forward sale price of $36.40 with respect to each forward sale agreement.

We did not initially receive any proceeds from the sale of these common shares, which were sold to underwriters, by the forward purchasers or their respective affiliates.

Throughout 2023, we entered into $325 million of forward starting Daily SOFR interest rate swaps at average fixed pay rate of 3.90%.

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These swaps replace $300.0 million of existing swaps that expired on February 1, 2024 as part of our interest rate risk management strategy.

Redemption of the 2023 and 2024 Senior Notes and public offering of aggregate $400.0 Million Unsecured Senior Notes due 2031

In April 2021, we completed a partial redemption of $150.0 million aggregate principal amount of our $250.0 million 3.875% senior notes due December 2023, for $163.0 million in cash, which includes a make-whole premium of $13.0 million and the write-off of approximately $1.0 million of debt discount and debt origination costs.

The make-whole premium and the write-off of debt discount and debt origination costs was recorded as a loss on early extinguishment of debt within the consolidated statements of operations.

Subsequent to this redemption, $100.0 million aggregate principal amount of the notes remained outstanding, until the redemption in August 2021, described below.

In August 2021, we completed a public offering of $400.0 million in senior notes due 2031.

The notes were priced at 98.552% of the principal amount to yield 2.917% to maturity.

The notes pay interest semi-annually at a rate of 2.750% per annum and mature on September 1, 2031.

The aggregate net proceeds from the offering, after deducting the underwriting discount and offering expenses, were approximately $390.7 million.

We used the net proceeds from the sale of the notes to redeem all remaining 3.875% senior notes due 2023, $100.0 million in aggregate principal amount outstanding, and all 3.750% senior notes due 2024, totaling $250.0 million in aggregate principal outstanding.

The redemptions occurred in September 2021 and included a make-whole premium of $31.9 million and the write-off of approximately $1.9 million of debt discount and debt origination costs.

The make-whole premium and the write-off of debt discount and debt origination costs was recorded as a loss on early extinguishment of debt within the consolidated statements of operations.

The remaining net proceeds were used for general corporate purposes.

Unsecured term loan

In March 2021 and June 2021, we paid down a total of $50.0 million of borrowings under our $350.0 million unsecured term loan with cash on hand, reducing the balance outstanding to $300.0 million.

In October 2022, we amended and restated our unsecured term loan.

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Unsecured Lines of Credit Amendments and Extension

In October 2022 we amended the debt agreements for our unsecured lines of credit to change the interest rate index from LIBOR to Adjusted SOFR.

All other terms remained unchanged.

In April 2024, the Operating Partnership entered into amendments to its unsecured lines of credit, which, among other things, increased the borrowing capacity from $520.0 million to $620.0 million, with an accordion feature to increase total borrowing capacity under the unsecured lines of credit to $1.2 billion, extended the maturity date from July 14, 2025 to April 12, 2028 (which may be extended by one additional year by exercising extension options), and reduced the applicable pricing margin from Adjusted SOFR plus 100 basis points to Adjusted SOFR plus 85 basis points based on the Company's current credit rating.

Other Financing Activity

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Secured Indebtedness to Total Adjusted Asset Value < 35% 4 %

EBITDA to Fixed Charges > 1.5 x 4.5

EBITDA to Fixed Charges > 1.5 x 4.4 x

Total Unsecured Indebtedness to Adjusted Unencumbered Asset Value < 60% 29 %

Unencumbered Interest Coverage Ratio > 1.5 x 5.9

Unencumbered Interest Coverage Ratio > 1.5 x 5.6 x

Debt of unconsolidated joint ventures

The following table details information regarding the outstanding debt of the unconsolidated joint ventures and guarantees of such debt provided by us as of December 31, 2024 (dollars in millions):

Joint Venture Total Joint

Venture Debt Maturity Date Interest Rate Percent Guaranteed by the Operating Partnership Maximum Guaranteed Amount by the Company

Charlotte $ 99.4 July 2028 4.27 % — % $ —

Columbus 71.0 October 2032 6.25 % — % —

Galveston/Houston 58.0 June 2026

Daily SOFR + 3.00% 17.2 % 10.0

National Harbor 93.6 January 2030 4.63 % — % —

Joint Venture Ownership %

Venture Debt Maturity Date Maturity Date With Option Interest Rate Percent Guaranteed by the Operating Partnership Maximum Guaranteed Amount by the Company

Charlotte 50%

$ 97.7 July 2028 — 4.27% — % $ —

71.0 October 2032 — 6.25% — % —

Galveston/Houston 50%

58.0 June 2026

June 2028 Daily SOFR + 3.00% 17.2 % 10.0

National Harbor 50%

92.1 January 2030 4.63% — % —

Debt origination costs 50%

(1.6) — — — — —

$ 317.2 $ 10.0

Houston/Galveston, Texas

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Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with U.S.

generally accepted accounting principles (“GAAP”) and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported.

The preparation of financial statements and related disclosures in conformity with GAAP and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported.

Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

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If our estimates of the projected future cash flows change based on uncertain market conditions or holding periods, our evaluation of impairment losses may be different and such differences could be material to our consolidated financial statements.

We have not materially changed the assumptions used in the analysis during the year ended December 31, 2023, and no impairments were identified.

One of our centers has an estimated fair value less than its recorded carrying value of approximately $111.1 million.

However, based on our current plan with respect to that center, we believe that its carrying amount is recoverable and therefore no impairment charge was recorded.

Due to the financial impacts from the COVID-19 pandemic, we began performing the above described procedures on our Atlantic City, New Jersey center in 2020.

While the center’s performance has improved since that time, we have continued to perform those procedures and concluded each quarter that the carrying amount of the asset was recoverable.

We evaluate different holding period scenarios and apply probabilities to those scenarios to determine an average holding period of 9 years.

Management has the intent, and we have the ability, to hold the property for at least this period, and we believe this period is reasonable based on the center’s performance and our history of being a long-term owner and operator of our centers.

We believe the carrying value is recoverable because in our models the sum of the estimated future undiscounted cash flows, $58.3 million, and the estimated potential disposition proceeds of the sale of the center, $68.8 million (in aggregate totaling $127.1 million) exceeds the carrying value of $106.5 million by $20.6 million.

The recorded carrying amount includes intangible lease costs from our 2011 acquisition of the center.

Accordingly, we will continue to monitor circumstances and events in future periods that could affect inputs such as the expected holding period, operating cash flow forecasts and capitalization rates, utilized to determine whether an impairment charge is necessary.

As these inputs are difficult to predict and are subject to future events that may alter our assumptions, the future cash flows estimated by management in its impairment analysis may not be achieved, and actual losses or impairment may be realized in the future.

If in the future we reduce our estimate of cash flow projections, we may need to impair some of these assets.

We have not materially changed the assumptions used in the analysis during the year ended December 31, 2023, and we have not taken any impairments of our assets during the year ended December 31, 2023 .

Evaluation of Impairment of investments

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As a part of acquisition accounting, the amount by which the fair value of our previously held equity method investment exceeds the carrying book value is recorded as a gain on previously held interest in acquired joint venture.

During the fourth quarter of 2024, we acquired one center for a total purchase price of $73.6 million, including capitalized transaction costs, that was accounted for as an asset acquisition.

Using the above guidance, we allocated the purchase price of asset acquisitions based on the fair value of land, building, tenant improvements, debt and deferred lease costs and other intangibles, such as the value of leases with above or below market rents, origination costs associated with the in-place leases, the value of in-place leases and tenant relationships, if any.

Approximately $4.7 million and $4.0 million, respectively, were allocated to the value of leases with above and below market rents.

During the fourth quarter of 2023, we acquired two centers for a total purchase price of $265.1 million, including capitalized transaction costs, that were accounted for as asset acquisitions.

Approximately $7.0 million and $6.4 million, respectively, were allocated to above and below market rents.

Revenue recognition and collectibility of operating lease receivables

Approximately $7.0 million and $6.4 million, respectively, were allocated to the value of leases with above and below market rents.

Revenue recognition and collectability of operating lease receivables

We, as a lessor, retain substantially all of the risks and benefits of ownership of our centers and account for our leases as operating leases.

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Depreciation and amortization of real estate assets - unconsolidated joint ventures 9,334 10,514

Gain on sale of assets — (3,156)

FFO 247,021 220,846

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Compensation-related adjustments (2)

Gain on sale of non-real estate asset (3)

Loss on early extinguishment of debt (4)

Impact of above adjustments to the allocation of earnings to participating securities (10) 6

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Each Class A common limited partnership unit is exchangeable for one Common Share, subject to certain limitations to preserve the Company's REIT status.

(2) For the 2023 period, represents the reversal of previously expensed compensation related to a voluntary executive departure.

For the 2022 period, represents executive severance costs.

(3) Represents gain on sale of the corporate aircraft.

(4) In October 2022, we refinanced our term loan to add $25.0 million of borrowing capacity and extend the maturity to January 2027 plus a one-year extension option.

The interest rate changed from LIBOR + a spread of 0.75% to 1.65% to Adjusted SOFR + a spread of 0.70% to 1.60% based on our current credit rating.

The amendment also incorporates a sustainability metric, reducing the applicable grid-based interest rate spread by one basis point annually, subject to meeting certain thresholds.

(2) For the 2024 period, represents executive severance costs, and for the 2023 period, represents the reversal of previously expensed compensation related to a voluntary executive departure.

Portfolio Net Operating Income and Same Center NOI

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it highlights operating trends such as occupancy levels, rental rates and operating costs on properties that were operational for both comparable periods.

Portfolio NOI and Same Center NOI should not be considered alternatives to net income (loss) as an indication of our performance or to cash flows as a measure of our liquidity or ability to make distributions.

Other REITs may use different methodologies for calculating Portfolio NOI and Same Center NOI, and accordingly, our Portfolio NOI and Same Center NOI may not be comparable to other REITs.

7 unchanged sentences

Interest expense 60,637 47,928

Gain on sale of assets — (3,156)

Loss on early extinguishment of debt (1)

Other (income) expense (1,484) (9,729)

8 unchanged sentences

$ 333,355 $ 317,249

(1) In October 2022, we refinanced our term loan to add $25.0 million of borrowing capacity and extend the maturity to January 2027 plus a one-year extension option.

The interest rate changed from LIBOR + a spread of 0.75% to 1.65% to Adjusted SOFR + a spread of 0.70% to 1.60% based on our current credit rating.

The amendment also incorporates a sustainability metric, reducing the applicable grid-based interest rate spread by one basis point annually, subject to meeting certain thresholds.

(1) Non-cash items include straight-line rent, above and below market rent amortization, straight-line rent expense on land leases and gains or losses on outparcel sales, as applicable.

1 unchanged sentence

Center Date Event

Little Rock, AR December 2024 Acquired

Nashville, TN October 2023 New Development

1 unchanged sentence

Huntsville, AL November 2023 Acquired

Blowing Rock, NC December 2022 Sold

Adjusted EBITDA, EBITDAre and Adjusted EBITDAre

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Each of these measures is defined as follows:

We define Adjusted EBITDA as net income computed in accordance with GAAP before net interest expense, income taxes (if applicable), depreciation and amortization, gains and losses on sale of operating properties, joint venture properties, outparcels and other assets, impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate, compensation related adjustments, casualty gains and losses, gains and losses on early extinguishment of debt, net and other items that we do not consider indicative of the Company's ongoing operating performance.

We determine EBITDAre based on the definition set forth by Nareit, which is defined as net income computed in accordance with GAAP before net interest expense, income taxes (if applicable), depreciation and amortization, gains and losses on sale of operating properties, gains and losses on change of control and impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate and after adjustments to reflect our share of the EBITDAre of unconsolidated joint ventures.

Adjusted EBITDAre is defined as EBITDAre excluding gains and losses on early extinguishment of debt, net, casualty gains and losses, compensation related adjustments, gains and losses on sale of outparcels, and other items that that we do not consider indicative of the Company's ongoing operating performance.

We define Adjusted EBITDA as net income (loss) available to the Company's common shareholders computed in accordance with GAAP before net interest expense, income taxes (if applicable), depreciation and amortization, gains and losses on sale of operating properties, joint venture properties, outparcels and other assets, impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate, compensation related to voluntary retirement plan and other executive officer severance, certain executive departure related adjustments, gain on sale of non-real estate asset adjustments, casualty gains and losses, gains and losses on early extinguishment of debt, net and other items that we do not consider indicative of the Company's ongoing operating performance.

We determine EBITDAre based on the definition set forth by Nareit, which is defined as net income (loss) available to the Company's common shareholders computed in accordance with GAAP before net interest expense, income taxes (if applicable), depreciation and amortization, gains and losses on sale of operating properties, gains and losses on change of control and impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate and after adjustments to reflect our share of the EBITDAre of unconsolidated joint ventures.

Adjusted EBITDAre is defined as EBITDAre excluding gains and losses on early extinguishment of debt, net, casualty gains and losses, compensation related to voluntary retirement plan and other executive officer severance, certain executive departure related adjustments, gain on sale of non-real estate asset adjustments, gains and losses on sale of outparcels, and other items that that we do not consider indicative of the Company's ongoing operating performance.

We present Adjusted EBITDA, EBITDAre and Adjusted EBITDAre as we believe they are useful for investors, creditors and rating agencies as they provide additional performance measures that are independent of a Company’s existing capital structure to facilitate the evaluation and comparison of the Company’s operating performance to other REITs and provide a more consistent metric for comparing the operating performance of the Company’s real estate between periods.

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Depreciation and amortization 138,690 108,889

Gain on sale of assets — (3,156)

Compensation-related adjustments (1)

Gain on sale of non-real estate asset (2)

Loss on early extinguishment of debt (3)

Adjusted EBITDA $ 302,463 $ 249,706

5 unchanged sentences

Depreciation and amortization 138,690 108,889

Gain on sale of assets — (3,156)

Pro-rata share of interest expense, net - unconsolidated joint ventures

2 unchanged sentences

Compensation-related adjustments (1)

Gain on sale of non-real estate asset (2)

Loss on early extinguishment of debt (3)

Adjusted EBITDAre $ 320,522 $ 268,999

(1) For the 2023 period, represents the reversal of previously expensed compensation related to a voluntary executive departure.

For the 2022 period, represents executive severance costs.

(2) Represents gain on sale of the corporate aircraft.

(3) In October 2022, we refinanced our term loan to add $25.0 million of borrowing capacity and extend the maturity to January 2027 plus a one-year extension option.

The interest rate changed from LIBOR + a spread of 0.75% to 1.65% to Adjusted SOFR + a spread of 0.70% to 1.60% based on our current credit rating.

The amendment also incorporates a sustainability metric, reducing the applicable grid-based interest rate spread by one basis point annually, subject to meeting certain thresholds.

(1) For the 2024 period, represents executive severance costs and for the 2023 period, represents the reversal of previously expensed compensation related to a voluntary executive departure.

Economic Conditions and Outlook

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If our occupancy declines, certain centers may fall below the minimum co-tenancy thresholds and could trigger many tenants' contractual ability to pay reduced rents, which in turn may negatively impact our results of operations.

Our occupancy at our consolidated centers was 97% at the end of the years ended December 31, 2023 and 2022, respectively.

Our occupancy at our consolidated centers was 98% and 97% at the end of the years ended December 31, 2024 and 2023, respectively.

Our centers typically include well-known, national, branded companies.

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Due to the relatively short-term nature of our tenants’ leases, a significant portion of the leases in our portfolio come up for renewal each year.

During 2024, approximately 2.6 million square feet, or 19% to the total portfolio including our share of unconsolidated joint ventures, will come up for renewal.

During 2025, approximately 2.7 million square feet, or 19% of the total portfolio including our share of unconsolidated joint ventures, will come up for renewal.

For the total portfolio, including the Company’s pro rata share of unconsolidated joint ventures, as of January 31, 2025, we had lease renewals executed or in process for 34.9% of the space scheduled to expire during 2025 compared to 23.8% of the space scheduled to expire during 2024 that was executed or in process as of January 31, 2024.

As of January 31, 2024, we had lease renewals executed or in process for approximately 93.0% of the space that came up for renewal in 2023.

As of January 31, 2025, we had lease renewals executed or in process for 76.6% of the space that came up for renewal in 2024.

We believe retail real estate will continue to be a profitable and fundamental distribution channel for many brands and retailers.

2 unchanged sentences

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

What changed 10-K

Item 7. Management’s Discussion and Analysis