ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis of results of operations and financial condition should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes “forward-looking statements” (within the meaning of the federal securities laws, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act of 1934, as amended (the “Exchange Act”)) that reflect EastGroup’s expectations and projections about the Company’s future results, performance, prospects, plans and opportunities. The Company has attempted to identify these forward-looking statements by the use of words such as “may,” “will,” “seek,” “expects,” “anticipates,” “believes,” “targets,” “intends,” “should,” “estimates,” “could,” “continue,” “assume,” “projects,” “goals,” “plans” or variations of such words and similar expressions. These forward-looking statements are based on information currently available to the Company and are subject to a number of known and unknown assumptions, risks, uncertainties and other factors that may cause the Company’s actual results, performance, plans or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among other things, those discussed below. The Company intends for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable by law. The Company does not undertake publicly to update or revise any forward-looking statements, whether as a result of changes in underlying assumptions or new information, future events or otherwise, except as may be required to satisfy the Company’s obligations under federal securities laws.
The following are some, but not all, of the risks, uncertainties and other factors that could cause the Company’s actual results to differ materially from those presented in the Company’s forward-looking statements (the Company refers to itself as “we,” “us” or “our” in the following):
•international, national, regional and local economic conditions;
•the duration and extent of the impact of the coronavirus (“COVID-19”) pandemic, including any COVID-19 variants or the efficacy or availability of COVID-19 vaccines, on our business operations or the business operations of our tenants (including their ability to timely make rent payments) and the economy generally;
•disruption in supply and delivery chains;
•construction costs could increase as a result of inflation impacting the cost to develop properties;
•increase in interest rates and ability to raise equity capital on attractive terms;
•financing risks, including the risks that our cash flows from operations may be insufficient to meet required payments of principal and interest, and we may be unable to refinance our existing debt upon maturity or obtain new financing on attractive terms or at all;
•our ability to retain our credit agency ratings;
•our ability to comply with applicable financial covenants;
•the competitive environment in which the Company operates;
•fluctuations of occupancy or rental rates;
•potential defaults (including bankruptcies or insolvency) on or non-renewal of leases by tenants, or our ability to lease space at current or anticipated rents, particularly in light of the significant uncertainty as to the conditions under which current or potential tenants will be able to operate physical locations in the future;
•potential changes in the law or governmental regulations and interpretations of those laws and regulations, including changes in real estate laws or real estate investment trust (“REIT”) or corporate income tax laws, and potential increases in real property tax rates;
•our ability to maintain our qualification as a REIT;
•acquisition and development risks, including failure of such acquisitions and development projects to perform in accordance with projections;
•natural disasters such as fires, floods, tornadoes, hurricanes and earthquakes;
•pandemics, epidemics or other public health emergencies, such as the outbreak of COVID-19;
•the terms of governmental regulations that affect us and interpretations of those regulations, including the costs of compliance with those regulations, changes in real estate and zoning laws and increases in real property tax rates;
•credit risk in the event of non-performance by the counterparties to our interest rate swaps;
•the discontinuation of London Interbank Offered Rate (“LIBOR”);
•lack of or insufficient amounts of insurance;
•litigation, including costs associated with prosecuting or defending claims and any adverse outcomes;
•our ability to attract and retain key personnel;
•risks related to the failure, inadequacy or interruption of our data security systems and processes;
•the consequences of future terrorist attacks or civil unrest; and
•environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by us.
All forward-looking statements should be read in light of the risks identified in Part I, Item 1A. Risk Factors within the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. In addition, the Company’s current and continuing qualification as a REIT involves the application of highly technical and complex provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and depends on the Company’s ability to meet the various requirements imposed by the Code through actual operating results, distribution levels and diversity of stock ownership.
OVERVIEW
EastGroup’s goal is to maximize shareholder value by being a leading provider in its markets of functional, flexible and quality business distribution space for location-sensitive customers (primarily in the 15,000 to 70,000 square foot range). The Company develops, acquires and operates distribution facilities, the majority of which are clustered around major transportation features in supply constrained submarkets in major Sunbelt regions. The Company’s core markets are in the states of Florida, Texas, Arizona, California and North Carolina.
The COVID-19 pandemic has not had a materially disruptive effect on EastGroup’s operations, occupancy or rent collections to date. However, EastGroup cannot predict the severity and duration of the economic uncertainty related to the pandemic, and the pandemic’s effect on EastGroup’s customers and on the Company’s business, future financial condition and operating results cannot be predicted with certainty at this time. We have received a limited number of, and may in the future receive additional, rent relief requests from our tenants. As of March 31, 2022, we do not believe that these rent relief requests will have a material impact on our rental revenues. The discussions below, including without limitation with respect to liquidity, are subject to the future effects of the COVID-19 pandemic and the related actions to curb its spread, which continue to evolve.
EastGroup believes its current operating cash flow and unsecured bank credit facilities provide the capacity to fund the operations of the Company, and the Company also believes it can issue common and/or preferred equity and obtain debt financing on currently acceptable terms. During the three months ended March 31, 2022, EastGroup issued 385,538 shares of common stock through its continuous common equity offering program, providing net proceeds to the Company of $74.2 million. Also during the three months ended March 31, 2022, the Company closed a $100 million senior unsecured term loan with an effectively fixed interest rate of 3.06%. EastGroup’s financing and equity issuances are further described in Liquidity and Capital Resources below.
The Company’s primary revenue is rental income. During the three months ended March 31, 2022, EastGroup executed new and renewal leases on 2,553,000 square feet (5.4% of EastGroup’s total square footage of 47,375,000). For new and renewal leases signed during the first three months of 2022, average rental rates increased by 33.5% as compared to the former leases on the same spaces.
Property Net Operating Income (“PNOI”) Excluding Income from Lease Terminations from same properties (defined as operating properties owned during the entire current and prior year reporting periods – January 1, 2021 through March 31, 2022), increased 7.4% for the three months ended March 31, 2022 as compared to the same period in 2021.
EastGroup’s operating portfolio was 98.8% leased and 97.9% occupied as of March 31, 2022, compared to 98.3% and 97.2%, respectively, at March 31, 2021. As of April 26, 2022, the operating portfolio was 98.6% leased and 97.8% occupied. Leases scheduled to expire for the remainder of 2022 were 8.4% of the operating portfolio on a square foot basis at March 31, 2022, and this percentage was reduced to 7.1% as of April 26, 2022.
The Company generates new sources of leasing revenue through its development and acquisition programs. The Company mitigates risks associated with development through a Board-approved maximum level of land held for development and by adjusting development start dates according to leasing activity.
During the three months ended March 31, 2022, EastGroup acquired Cypress Preserve 1 and 2, a value-add property containing 516,000 square feet in Houston for $54.5 million. EastGroup also acquired 50.2 acres of development land in Phoenix for $13.6 million. During the same period, the Company began construction of six development projects containing 953,000 square feet in six cities. EastGroup also transferred two development and value-add properties (675,000 square feet) in San Diego and Greenville from its development and value-add program to real estate properties, with costs of $83.2 million at the date of
transfer. As of March 31, 2022, EastGroup’s development and value-add program consisted of 26 projects (4,699,000 square feet) located in 14 cities. The projected total investment for the development and value-add projects, which were collectively 55% leased as of April 26, 2022, is $588.7 million, of which $168.6 million remained to be invested as of March 31, 2022.
There were no operating property acquisitions during the three months ended March 31, 2022.
During the three months ended March 31, 2022, EastGroup sold 245,000 square feet of operating properties, generating gross sales proceeds of $39.1 million. The Company recognized $30.4 million in Gain on sales of real estate investments during the three months ended March 31, 2022.
The Company typically initially funds its development and acquisition programs through its unsecured bank credit facilities, the total capacity of which was increased in June 2021 to $475 million (as discussed in Liquidity and Capital Resources). As market conditions permit, EastGroup issues equity and/or employs fixed-rate debt, including variable-rate debt that has been swapped to an effectively fixed rate through the use of interest rate swaps, to replace short-term bank borrowings. Moody’s Investors Service has assigned the Company’s issuer rating of Baa2 with a stable outlook. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating. For future debt issuances, the Company intends to issue primarily unsecured fixed-rate debt, including variable-rate debt that has been swapped to an effectively fixed rate through the use of interest rate swaps. The Company may also access the public debt market in the future as a means to raise capital.
EastGroup has one reportable segment – industrial properties, consistent with the Company’s manner of internal reporting, measurement of operating results and allocation of the Company’s resources. The Company’s chief decision makers use two primary measures of operating results in making decisions: (1) funds from operations (“FFO”) attributable to common stockholders, and (2) property net operating income (“PNOI”).
FFO is computed in accordance with standards established by the National Association of Real Estate Investment Trusts, Inc. (“Nareit”). Nareit’s guidance allows preparers an option as it pertains to whether gains or losses on sale, or impairment charges, on real estate assets incidental to a REIT's business are excluded from the calculation of FFO. EastGroup has made the election to exclude activity related to such assets that are incidental to our business.
FFO is calculated as net income (loss) attributable to common stockholders computed in accordance with U.S. generally accepted accounting principles (“GAAP”), excluding gains and losses from sales of real estate property (including other assets incidental to the Company’s business) and impairment losses, adjusted for real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. FFO is not considered as an alternative to net income (determined in accordance with GAAP) as an indication of the Company’s financial performance, nor is it a measure of the Company’s liquidity or indicative of funds available to provide for the Company’s cash needs, including its ability to make distributions. The Company’s key drivers affecting FFO are changes in PNOI (as discussed below), interest rates, the amount of leverage the Company employs and general and administrative expenses.
PNOI is defined as Income from real estate operations less Expenses from real estate operations (including market-based internal management fee expense) plus the Company’s share of income and property operating expenses from its less-than-wholly-owned real estate investments.
EastGroup sometimes refers to PNOI from Same Properties as “Same PNOI”; the Company also presents Same PNOI Excluding Income from Lease Terminations. Same Properties is defined as operating properties owned during the entire current period and prior year reporting period. Properties developed or acquired are excluded until held in the operating portfolio for both the current and prior year reporting periods. Properties sold during the current or prior year reporting periods are also excluded. For the three months ended March 31, 2022, Same Properties includes properties which were included in the operating portfolio for the entire period from January 1, 2021 through March 31, 2022. The Company presents Same PNOI and Same PNOI Excluding Income from Lease Terminations as a property-level supplemental measure of performance used to evaluate the performance of the Company’s investments in real estate assets and its operating results on a same property basis.
FFO and PNOI are supplemental industry reporting measurements used to evaluate the performance of the Company’s investments in real estate assets and its operating results. The Company believes that the exclusion of depreciation and amortization in the calculations of PNOI and FFO provides supplemental indicators of the properties’ performance since real estate values have historically risen or fallen with market conditions. PNOI and FFO as calculated by the Company may not be comparable to similarly titled but differently calculated measures for other REITs. Investors should be aware that items excluded from or added back to FFO are significant components in understanding and assessing the Company’s financial
performance. These non-GAAP figures should not be considered a substitute for, and should only be considered together with and as a supplement to, the Company’s financial information presented in accordance with GAAP.
The following table presents reconciliations of Net Income to PNOI, Same PNOI and Same PNOI Excluding Income from Lease Terminations for the three months ended March 31, 2022 and 2021.
| | | | | | | | | | | | | | | |
| | Three Months Ended
March 31, | | |
| | 2022 | | 2021 | | | | |
| | (In thousands) |
| NET INCOME | $ | 63,604 | | | 27,357 | | | | | |
| Gain on sales of real estate investments | (30,352) | | | — | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Interest income | — | | | (1) | | | | | |
| Other revenue | (22) | | | (14) | | | | | |
| Indirect leasing costs | 175 | | | 330 | | | | | |
| | | | | | | |
| Depreciation and amortization | 36,341 | | | 30,313 | | | | | |
| Company’s share of depreciation from unconsolidated investment | 31 | | | 34 | | | | | |
| Interest expense | 8,110 | | | 8,276 | | | | | |
| General and administrative expense | 4,310 | | | 4,036 | | | | | |
| | | | | | | |
| Noncontrolling interest in PNOI of consolidated joint ventures | (21) | | | (15) | | | | | |
| PROPERTY NET OPERATING INCOME (“PNOI”) | 82,176 | | | 70,316 | | | | | |
PNOI from 2021 acquisitions | (2,404) | | | — | | | | | |
PNOI from 2021 and 2022 development and value-add properties | (6,880) | | | (1,332) | | | | | |
PNOI from 2021 and 2022 operating property dispositions | (8) | | | (700) | | | | | |
| Other PNOI | 11 | | | (54) | | | | | |
| SAME PNOI | 72,895 | | | 68,230 | | | | | |
| Net lease termination fee income from same properties | (227) | | | (576) | | | | | |
| SAME PNOI EXCLUDING INCOME FROM LEASE TERMINATIONS | $ | 72,668 | | | 67,654 | | | | | |
PNOI was calculated as follows for the three months ended March 31, 2022 and 2021.
| | | | | | | | | | | | | | | |
| | Three Months Ended
March 31, | | |
| | 2022 | | 2021 | | | | |
| | (In thousands) |
| Income from real estate operations | $ | 112,952 | | | 97,917 | | | | | |
| Expenses from real estate operations | (31,064) | | | (27,820) | | | | | |
| Noncontrolling interest in PNOI of consolidated joint ventures | (21) | | | (15) | | | | | |
| PNOI from 50% owned unconsolidated investment | 309 | | | 234 | | | | | |
| PROPERTY NET OPERATING INCOME (“PNOI”) | $ | 82,176 | | | 70,316 | | | | | |
Income from real estate operations is comprised of rental income, net of reserves for uncollectible rent, expense reimbursement pass-through income and other real estate income including lease termination fees. Expenses from real estate operations is comprised of property taxes, insurance, utilities, repair and maintenance expenses, management fees and other operating costs. Generally, the Company’s most significant operating expenses are property taxes and insurance. Tenant leases may be net leases in which the total operating expenses are recoverable, modified gross leases in which some of the operating expenses are recoverable, or gross leases in which no expenses are recoverable (gross leases represent only a small portion of the Company’s total leases). Increases in property operating expenses are fully recoverable under net leases and recoverable to a high degree under modified gross leases. Modified gross leases often include base year amounts, and expense increases over these amounts are recoverable. The Company’s exposure to property operating expenses is primarily due to vacancies and leases for occupied space that limit the amount of expenses that can be recovered.
The following table presents reconciliations of Net Income Attributable to EastGroup Properties, Inc. Common Stockholders to FFO Attributable to Common Stockholders for the three months ended March 31, 2022 and 2021.
| | | | | | | | | | | | | | | |
| | Three Months Ended
March 31, | | |
| | 2022 | | 2021 | | | | |
| | (In thousands, except per share data) |
| NET INCOME ATTRIBUTABLE TO EASTGROUP PROPERTIES, INC. COMMON STOCKHOLDERS | $ | 63,580 | | | 27,339 | | | | | |
| Depreciation and amortization | 36,341 | | | 30,313 | | | | | |
| Company’s share of depreciation from unconsolidated investment | 31 | | | 34 | | | | | |
| Depreciation and amortization from noncontrolling interest | (3) | | | — | | | | | |
| Gain on sales of real estate investments | (30,352) | | | — | | | | | |
| | | | | | | |
| | | | | | | |
| FUNDS FROM OPERATIONS (“FFO”) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | 69,597 | | | 57,686 | | | | | |
| Net income attributable to common stockholders per diluted share | $ | 1.54 | | | 0.69 | | | | | |
| Funds from operations (“FFO”) attributable to common stockholders per diluted share | $ | 1.68 | | | 1.45 | | | | | |
| Diluted shares for earnings per share and funds from operations | 41,359 | | | 39,765 | | | | | |
The Company analyzes the following performance trends in evaluating the revenues and expenses of the Company:
•The change in FFO per share represents the increase or decrease in FFO per share from the current period compared to the same period in the prior year. For the three months ended March 31, 2022, FFO was $1.68 per share compared with $1.45 per share for the same period of 2021, an increase of 15.9%.
•For the three months ended March 31, 2022, PNOI increased by $11,860,000, or 16.9%, as compared to the same period in 2021. PNOI increased $5,548,000 from newly developed and value-add properties, $4,665,000 from same property operations and $2,404,000 from 2021 acquisitions; PNOI decreased $692,000 from operating properties sold in 2021 and 2022.
•The change in Same PNOI represents the PNOI increase or decrease for the same operating properties owned during the entire current and prior year reporting periods (January 1, 2021 through March 31, 2022). Same PNOI, excluding income from lease terminations, increased 7.4% for the three months ended March 31, 2022, as compared to the same period in 2021.
•Same property average occupancy represents the average month-end percentage of leased square footage for which the lease term has commenced as compared to the total leasable square footage for the same operating properties owned during the entire current period and prior year reporting periods (January 1, 2021 through March 31, 2022). Same property average occupancy was 97.8% for the three months ended March 31, 2022, compared to 97.1% for the same period of 2021.
•Occupancy is the percentage of leased square footage for which the lease term has commenced as compared to the total leasable square footage as of the close of the reporting period. Occupancy at March 31, 2022 was 97.9%. Quarter-end occupancy ranged from 96.8% to 97.6% over the previous four quarters ended March 31, 2021 to December 31, 2021.
•Rental rate change represents the rental rate increase or decrease on new and renewal leases compared to the prior leases on the same space. Rental rate increases on new and renewal leases (5.4% of total square footage) averaged 33.5% for the three months ended March 31, 2022.
•Lease termination fee income is included in Income from real estate operations. Lease termination fee income for the three months ended March 31, 2022 was $1,394,000, compared to $576,000 for the same period of 2021.
•The Company records reserves for uncollectible rent as reductions to Income from real estate operations; recoveries for uncollectible rent are recorded as additions to Income from real estate operations. The Company recorded net recoveries of uncollectible rent of $106,000 and $78,000 for the three months ended March 31, 2022 and 2021, respectively. We evaluate the collectability of rents and other receivables for individual leases at each reporting period
based on factors including, among others, tenant payment history, the financial condition of the tenant, business conditions and trends in the industry in which the tenant operates and economic conditions in the geographic area where the property is located. If evaluation of these factors or others indicates it is not probable we will collect substantially all rent we recognize an adjustment to rental revenue. If our judgment or estimation regarding probability of collection changes we may adjust or record additional rental revenue in the period such conclusion is reached. The Company followed its normal process for recording reserves for uncollectible rent during the three months ended March 31, 2022 and also evaluated all deferred rent related to the COVID-19 pandemic for collectability.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The Company’s management considers the following accounting policies and estimates to be critical to the reported operations of the Company.
Acquisition and Development of Real Estate Properties
The Financial Accounting Standards Board (“FASB”) Codification provides guidance on how to properly determine the allocation of the purchase price among the individual components of both the tangible and intangible assets based on their respective fair values. Factors considered by management in allocating the cost of the properties acquired include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. The allocation to tangible assets (land, building and improvements) is based upon management’s determination of the value of the property as if it were vacant using discounted cash flow models. Land is valued using comparable land sales specific to the applicable market, provided by a third party. The Company determines whether any financing assumed is above or below market based upon comparison to similar financing terms for similar properties. The cost of the properties acquired may be adjusted based on indebtedness assumed from the seller that is determined to be above or below market rates.
The purchase price is also allocated among the following categories of intangible assets: the above or below market component of in-place leases, the value of in-place leases and the value of customer relationships. The value allocable to the above or below market component of an acquired in-place lease is determined based upon the present value (using a discount rate reflecting the risks associated with the acquired leases) of the difference between (i) the contractual amounts to be paid pursuant to the lease over its remaining term, and (ii) management’s estimate of the amounts that would be paid using current market rents over the remaining term of the lease. The amounts allocated to above and below market lease intangibles are included in Other assets and Other liabilities, respectively, on the Consolidated Balance Sheets and are amortized to rental income over the remaining terms of the respective leases. The total amount of intangible assets is further allocated to in-place lease values and customer relationship values based upon management’s assessment of their respective values. These intangible assets are included in Other assets on the Consolidated Balance Sheets and are amortized over the remaining term of the existing lease, or the anticipated life of the customer relationship, as applicable.
The significance of this accounting policy will fluctuate given the transaction activity during the period.
For properties under development and value-add properties acquired in the development stage, costs associated with development (i.e., land, construction costs, interest expense, property taxes and other costs associated with development) are aggregated into the total capitalized costs of the property. Included in these costs are management’s estimates for the portions of internal costs (primarily personnel costs) deemed related to such development activities. The internal costs are allocated to specific development properties based on development activity.
FINANCIAL CONDITION
EastGroup’s Total Assets were $3,344,735,000 at March 31, 2022, an increase of $129,399,000 from December 31, 2021. Total Liabilities increased $26,470,000 to $1,670,346,000, and Total Equity increased $102,929,000 to $1,674,389,000 during the same period. The following paragraphs explain these changes in detail.
Assets
Real Estate Properties
Real estate properties increased $90,785,000 during the three months ended March 31, 2022, primarily due to: (i) the transfer of two projects from Development and value-add properties to Real estate properties (as detailed under Development and Value-Add Properties below); (ii) capital improvements at the Company’s properties; and (iii) costs incurred on development and value-add projects subsequent to transfer to Real estate properties discussed below. These increases were partially offset by operating property dispositions discussed below.
During the three months ended March 31, 2022, the Company made capital improvements of $8,726,000 on existing properties (included in the Real Estate Improvements table under Results of Operations). Also, the Company incurred costs of $5,226,000
on development and value-add properties subsequent to transfer to Real estate properties; the Company records these expenditures as development and value-add costs on the Consolidated Statements of Cash Flows.
There were no operating property acquisitions during the three months ended March 31, 2022.
During the three months ended March 31, 2022, EastGroup sold 245,000 square feet of operating properties, generating gross sales proceeds of $39,110,000. The Company recognized $30,352,000 in Gain on sales of real estate investments during the three months ended March 31, 2022.
Development and Value-Add Properties
EastGroup’s investment in Development and value-add properties at March 31, 2022 consisted of projects in lease-up and under construction of $420,100,000 and prospective development (primarily land) of $129,484,000. The Company’s total investment in Development and value-add properties at March 31, 2022 was $549,584,000 compared to $504,614,000 at December 31, 2021. Total capital invested for development during the first three months of 2022 was $127,112,000, which primarily consisted of costs of $125,310,000 and $2,891,000 as detailed in the Development and Value-Add Properties Activity table below and costs of $5,226,000 on properties subsequent to transfer to Real estate properties, partially offset by development spending prepaid in prior periods. The capitalized costs incurred on development and value-add properties subsequent to transfer to Real estate properties include capital improvements at the properties and do not include other capitalized costs associated with development (i.e., interest expense, property taxes and internal personnel costs).
The Company capitalized internal development costs of $2,469,000 and $1,689,000 for the three months ended March 31, 2022 and 2021, respectively.
During the three months ended March 31, 2022, EastGroup acquired the following value-add property:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
VALUE-ADD PROPERTY ACQUIRED IN 2022 | | Location | | Size | | Date
Acquired | | Cost |
| | | | | (Square feet) | | | | (In thousands) |
| Cypress Preserve 1 & 2 | | Houston, TX | | 516,000 | | | 03/28/2022 | | $ | 54,462 | |
Also during the three months ended March 31, 2022, the Company acquired 50.2 acres of development land in Phoenix for $13,588,000. Costs associated with these acquisitions are included in the Development and Value-Add Properties Activity table. These increases were offset by the transfer of two development and value-add projects to Real estate properties during the three months ended March 31, 2022 with a total investment of $83,231,000 as of the date of transfer.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Costs Incurred | | | | Anticipated Building Conversion Date | | | | | | | | | |
DEVELOPMENT AND
VALUE-ADD PROPERTIES ACTIVITY | | | Costs Transferred in 2022 (1) | | For the Three Months Ended 3/31/2022 | | Cumulative as of 3/31/2022 | | Projected Total Costs | | | | | | | | | | |
| | | | (In thousands) | | | | | | | | | | | |
| LEASE-UP | Building Size (Square feet) | | | | | | | | | | | | | | | | | | | |
Access Point 2, Greenville, SC (2) | 159,000 | | | $ | — | | | 63 | | | 11,694 | | | 13,400 | | | 05/22 | | | | | | | | | |
| Grand Oaks 75 3, Tampa, FL | 136,000 | | | — | | | 363 | | | 10,555 | | | 12,700 | | | 06/22 | | | | | | | | | |
Siempre Viva 3-6, San Diego, CA (2) | 547,000 | | | — | | | 26 | | | 132,714 | | | 135,600 | | | 06/22 | | | | | | | | | |
| Horizon West 2 & 3, Orlando, FL | 210,000 | | | — | | | 1,034 | | | 18,224 | | | 21,400 | | | 09/22 | | | | | | | | | |
Cypress Preserve 1 & 2, Houston, TX (2) | 516,000 | | | — | | | 53,409 | | | 53,409 | | | 57,800 | | | 03/23 | | | | | | | | | |
| Total Lease-Up | 1,568,000 | | | — | | | 54,895 | | | 226,596 | | | 240,900 | | | | | | | | | | | | |
| UNDER CONSTRUCTION | | | | | | | | | | | | | | | | | | | | |
| CreekView 9 & 10, Dallas, TX | 145,000 | | | — | | | 1,881 | | | 13,217 | | | 17,200 | | | 07/22 | | | | | | | | | |
| SunCoast 12, Fort Myers, FL | 79,000 | | | — | | | 1,319 | | | 5,497 | | | 9,300 | | | 07/22 | | | | | | | | | |
| Gateway 3, Miami, FL | 133,000 | | | — | | | 2,768 | | | 15,934 | | | 19,400 | | | 08/22 | | | | | | | | | |
| Steele Creek 8, Charlotte, NC | 72,000 | | | — | | | 3,169 | | | 5,897 | | | 8,400 | | | 08/22 | | | | | | | | | |
| Ridgeview 3, San Antonio, TX | 88,000 | | | — | | | 1,354 | | | 7,158 | | | 9,700 | | | 10/22 | | | | | | | | | |
| World Houston 47, Houston, TX | 139,000 | | | 4,506 | | | 1,395 | | | 5,901 | | | 19,100 | | | 12/22 | | | | | | | | | |
| Basswood 1 & 2, Fort Worth, TX | 237,000 | | | — | | | 2,580 | | | 17,809 | | | 22,900 | | | 01/23 | | | | | | | | | |
| Tri-County Crossing 5, San Antonio, TX | 105,000 | | | — | | | 1,931 | | | 7,531 | | | 10,300 | | | 04/23 | | | | | | | | | |
| Americas Ten 2, El Paso, TX | 168,000 | | | — | | | 3,366 | | | 12,466 | | | 14,100 | | | 05/23 | | | | | | | | | |
| Grand West Crossing 1, Houston, TX | 121,000 | | | — | | | 3,366 | | | 12,235 | | | 15,700 | | | 05/23 | | | | | | | | | |
| 45 Crossing, Austin, TX | 177,000 | | | — | | | 3,811 | | | 20,871 | | | 26,200 | | | 06/23 | | | | | | | | | |
| Grand Oaks 75 4, Tampa, FL | 185,000 | | | — | | | 5,407 | | | 11,785 | | | 17,900 | | | 06/23 | | | | | | | | | |
| Tri-County Crossing 6, San Antonio, TX | 124,000 | | | — | | | 2,814 | | | 6,596 | | | 9,900 | | | 06/23 | | | | | | | | | |
| LakePort 4 & 5, Dallas, TX | 177,000 | | | | | 2,495 | | | 10,433 | | | 22,400 | | | 08/23 | | | | | | | | | |
| McKinney 3 & 4, Dallas, TX | 212,000 | | | — | | | 5,191 | | | 15,629 | | | 26,300 | | | 08/23 | | | | | | | | | |
| Arlington Tech 3, Fort Worth, TX | 77,000 | | | 1,980 | | | 959 | | | 2,939 | | | 10,300 | | | 10/23 | | | | | | | | | |
| Horizon West 4, Orlando, FL | 295,000 | | | 6,176 | | | 4,423 | | | 10,599 | | | 28,700 | | | 10/23 | | | | | | | | | |
| I-20 West Business Center, Atlanta, GA | 155,000 | | | — | | | 1,429 | | | 4,393 | | | 14,200 | | | 10/23 | | | | | | | | | |
| SunCoast 11, Fort Myers, FL | 79,000 | | | 1,524 | | | 1,134 | | | 2,658 | | | 9,900 | | | 10/23 | | | | | | | | | |
| Hillside 1, Greenville, SC | 122,000 | | | 632 | | | 183 | | | 815 | | | 11,600 | | | 12/23 | | | | | | | | | |
| Steele Creek 11 & 12, Charlotte, NC | 241,000 | | | 2,857 | | | 284 | | | 3,141 | | | 24,300 | | | 01/24 | | | | | | | | | |
| Total Under Construction | 3,131,000 | | | 17,675 | | | 51,259 | | | 193,504 | | | 347,800 | | | | | | | | | | | | |
| PROSPECTIVE DEVELOPMENT (PRIMARILY LAND) | Estimated Building Size (Square feet) | | | | | | | | | | | | | | | | | | | |
| Phoenix, AZ | 655,000 | | | — | | | 14,511 | | | 14,511 | | | | | | | | | | | | | | |
| Fort Myers, FL | 464,000 | | | (1,524) | | | 823 | | | 7,597 | | | | | | | | | | | | | | |
| Miami, FL | 243,000 | | | — | | | 1,002 | | | 15,333 | | | | | | | | | | | | | | |
| Orlando, FL | 983,000 | | | (6,176) | | | 253 | | | 20,315 | | | | | | | | | | | | | | |
| Tampa, FL | 32,000 | | | — | | | — | | | 825 | | | | | | | | | | | | | | |
| Atlanta, GA | 580,000 | | | — | | | 257 | | | 5,315 | | | | | | | | | | | | | | |
| Jackson, MS | 28,000 | | | — | | | — | | | 706 | | | | | | | | | | | | | | |
| Charlotte, NC | 1,146,000 | | | (2,857) | | | 293 | | | 12,540 | | | | | | | | | | | | | | |
| Greenville, SC | 278,000 | | | (632) | | | 84 | | | 1,188 | | | | | | | | | | | | | | |
| Austin, TX | 274,000 | | | — | | | 907 | | | 7,338 | | | | | | | | | | | | | | |
| Dallas, TX | 172,000 | | | — | | | 108 | | | 8,506 | | | | | | | | | | | | | | |
| Fort Worth, TX | 575,000 | | | (1,980) | | | 220 | | | 13,567 | | | | | | | | | | | | | | |
| Houston, TX | 1,154,000 | | | (4,506) | | | 685 | | | 21,012 | | | | | | | | | | | | | | |
| San Antonio, TX | 55,000 | | | — | | | 13 | | | 731 | | | | | | | | | | | | | | |
| Total Prospective Development | 6,639,000 | | | (17,675) | | | 19,156 | | | 129,484 | | | | | | | | | | | | | | |
| | 11,338,000 | | | $ | — | | | 125,310 | | | 549,584 | | | | | | | | | | | | | | |
| The Development and Value-Add Properties Activity table is continued on the following page. | | | | | | | | | |
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| | | Costs Incurred | | | | | | | | | | | | | |
DEVELOPMENT AND VALUE-ADD PROPERTIES TRANSFERRED TO REAL ESTATE PROPERTIES DURING 2022 | | | Costs Transferred in 2022 (1) | | For the Three Months Ended 3/31/2022 | | Cumulative as of 3/31/2022 | | | | Building Conversion Date | | | | | | | | | |
| | | (In thousands) | | | | | | | | | | | | | |
| Building Size (Square feet) | | | | | | | | | | | | | | | | | | | |
Access Point 1, Greenville, SC (2) | 156,000 | | | $ | — | | | 7 | | | 12,529 | | | | | 01/22 | | | | | | | | | |
| Speed Distribution Center, San Diego, CA | 519,000 | | | — | | | 2,884 | | | 70,702 | | | | | 03/22 | | | | | | | | | |
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| Total Transferred to Real Estate Properties | 675,000 | | | $ | — | | | 2,891 | | | 83,231 | | | (3) | | | | | | | | | | | |
(1) Represents costs transferred from Prospective Development (primarily land) to Under Construction during the period. Negative amounts represent land inventory costs transferred to Under Construction.
(2) Represents value-add properties acquired by EastGroup.
(3) Represents cumulative costs at the date of transfer.
Accumulated Depreciation
Accumulated depreciation on real estate, development and value-add properties increased $25,573,000 during the three months ended March 31, 2022, primarily due to depreciation expense, partially offset by the sale of two operating properties totaling 245,000 square feet.
Real Estate Assets Held for Sale
Real estate assets held for sale decreased $5,695,000 during the three months ended March 31, 2022. As of December 31, 2021, the Company owned one operating property that was classified as held for sale on the December 31, 2021 Consolidated Balance Sheet. The property was sold, and a gain on the sale was recorded in the three months ended March 31, 2022. The Company did not classify any properties as held for sale as of March 31, 2022.
Other Assets
Other assets increased $23,309,000 during the three months ended March 31, 2022. A summary of Other assets follows:
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| | March 31,
2022 | | December 31,
2021 |
| | (In thousands) |
| Leasing costs (principally commissions) | $ | 124,493 | | | 116,772 | |
| Accumulated amortization of leasing costs | (43,320) | | | (42,193) | |
| Leasing costs (principally commissions), net of accumulated amortization | 81,173 | | | 74,579 | |
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| Acquired in-place lease intangibles | 32,362 | | | 31,561 | |
| Accumulated amortization of acquired in-place lease intangibles | (14,277) | | | (13,038) | |
| Acquired in-place lease intangibles, net of accumulated amortization | 18,085 | | | 18,523 | |
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| Acquired above market lease intangibles | 841 | | | 885 | |
| Accumulated amortization of acquired above market lease intangibles | (499) | | | (508) | |
| Acquired above market lease intangibles, net of accumulated amortization | 342 | | | 377 | |
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| Straight-line rents receivable | 54,248 | | | 51,970 | |
| Accounts receivable | 3,892 | | | 7,133 | |
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| Interest rate swap assets | 17,130 | | | 2,237 | |
| Right of use assets — Office leases (operating) | 1,861 | | | 1,984 | |
| Escrow deposits for pending acquisitions | 7,275 | | | 3,050 | |
| Prepaid insurance | 7,858 | | | 7,793 | |
| Goodwill | 990 | | | 990 | |
| Receivable for tenant improvement cost reimbursements | 140 | | | 7,680 | |
| Prepaid expenses and other assets | 12,535 | | | 5,904 | |
Total Other assets | $ | 205,529 | | | 182,220 | |
Liabilities
Unsecured bank credit facilities, net of debt issuance costs decreased $11,749,000 during the three months ended March 31, 2022, mainly due to repayments of $229,187,000 and new debt issuance costs incurred during the period, partially offset by borrowings of $217,290,000 and the amortization of debt issuance costs during the period. The Company’s credit facilities are described in greater detail under Liquidity and Capital Resources.
Unsecured debt, net of debt issuance costs increased $24,514,000 during the three months ended March 31, 2022, primarily due to the closing of a $100 million senior unsecured term loan in March and the amortization of debt issuance costs, partially offset by the repayment of a $75 million term loan in February and new debt issuance costs incurred during the period. The borrowings and repayments on Unsecured debt, net of debt issuance costs are described in greater detail under Liquidity and Capital Resources.
Secured debt, net of debt issuance costs decreased $27,000 during the three months ended March 31, 2022. The decrease resulted from regularly scheduled principal payments of $23,000 and amortization of premiums, partially offset by the amortization of debt issuance costs during the period.
Accounts payable and accrued expenses increased $16,948,000 during the three months ended March 31, 2022. A summary of the Company’s Accounts payable and accrued expenses follows:
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| | March 31,
2022 | | December 31,
2021 |
| | (In thousands) |
| Property taxes payable | $ | 18,755 | | | 4,494 | |
| Development costs payable | 18,820 | | | 17,529 | |
| Retainage payable | 13,779 | | | 10,576 | |
| Real estate improvements and capitalized leasing costs payable | 7,920 | | | 5,798 | |
| Interest payable | 8,876 | | | 6,547 | |
| Dividends payable | 46,784 | | | 46,864 | |
Book overdraft (1) | 4,499 | | | 4,845 | |
| Other payables and accrued expenses | 7,275 | | | 13,107 | |
Total Accounts payable and accrued expenses | $ | 126,708 | | | 109,760 | |
(1)Represents checks written before the end of the period which have not cleared the bank; therefore, the bank has not yet advanced cash to the Company. When the checks clear the bank, they will be funded through the Company’s working cash line of credit, which is included in the Company’s Unsecured bank credit facilities.
Other liabilities decreased $3,216,000 during the three months ended March 31, 2022. A summary of the Company’s Other liabilities follows:
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| | March 31,
2022 | | December 31,
2021 |
| | (In thousands) |
| Security deposits | $ | 30,057 | | | 28,343 | |
| Prepaid rent and other deferred income | 15,083 | | | 16,401 | |
| Operating lease liabilities — Ground leases | 20,814 | | | 22,898 | |
| Operating lease liabilities — Office leases | 1,909 | | | 2,032 | |
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| Acquired below market lease intangibles | 8,819 | | | 8,124 | |
| Accumulated amortization of below market lease intangibles | (3,324) | | | (2,707) | |
| Acquired below market lease intangibles, net of accumulated amortization | 5,495 | | | 5,417 | |
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| Interest rate swap liabilities | — | | | 935 | |
| Tenant improvement cost liabilities | 2,248 | | | 2,796 | |
| Other liabilities | 3,516 | | | 3,516 | |
Total Other liabilities | $ | 79,122 | | | 82,338 | |
Equity
Additional paid-in capital increased $69,508,000 during the three months ended March 31, 2022, primarily due to the issuance of common stock under the Company’s continuous common equity offering program (as discussed in Liquidity and Capital Resources) and activity related to stock-based compensation (as discussed in Note 16 in the Notes to Consolidated Financial Statements). During the three months ended March 31, 2022, EastGroup issued 385,538 shares of common stock under its continuous common equity offering program with net proceeds to the Company of $74,179,000.
For the three months ended March 31, 2022, Distributions in excess of earnings decreased $17,627,000 as a result of Net Income Attributable to EastGroup Properties, Inc. Common Stockholders of $63,580,000 exceeding dividends on common stock of $45,953,000.
Accumulated other comprehensive income increased $15,828,000 during the three months ended March 31, 2022. The increase resulted from the change in fair value of the Company’s interest rate swaps (cash flow hedges) which are further discussed in Notes 13 and 14 in the Notes to Consolidated Financial Statements.
RESULTS OF OPERATIONS
Net Income Attributable to EastGroup Properties, Inc. Common Stockholders for the three months ended March 31, 2022 was $63,580,000 ($1.54 per basic and diluted share), compared to $27,339,000 ($0.69 per basic and diluted share) for the same period in 2021. The following paragraphs explain the change:
•PNOI increased by $11,860,000 ($0.29 per diluted share), or 16.9%, for the three months ended March 31, 2022, as compared to the same period in 2021. PNOI increased $5,548,000 from newly developed and value-add properties, $4,665,000 from same property operations and $2,404,000 from 2021 acquisitions; PNOI decreased $692,000 from operating properties sold in 2021 and 2022. Lease termination fee income was $1,394,000 and $576,000 for the three month periods ended March 31, 2022 and 2021, respectively. The Company recorded net recoveries for uncollectible rent of $106,000 and $78,000 for the three months ended March 31, 2022 and 2021, respectively. Straight-lining of rent increased PNOI by $2,440,000 and $1,867,000 for the three months ended March 31, 2022 and 2021, respectively.
•EastGroup recognized gains on sales of real estate investments of $30,352,000 ($0.73 per diluted share) during the three months ended March 31, 2022. There were no sales during the three months ended March 31, 2021.
•Depreciation and amortization expense increased by $6,028,000 ($0.15 per diluted share) during the three months ended March 31, 2022, as compared to the same period in 2021.
EastGroup entered into 30 leases with certain rent concessions on 1,340,000 square feet during the three months ended March 31, 2022, with total rent concessions of $2,079,000 over the lives of the leases. During the same period of 2021, the Company entered into 50 leases with certain rent concessions on 1,571,000 square feet with total rent concessions of $4,315,000 over the lives of the leases.
The Company’s percentage of leased square footage was 98.8% at March 31, 2022, compared to 98.3% at March 31, 2021. Occupancy at March 31, 2022 was 97.9% compared to 97.2% at March 31, 2021.
Same property average occupancy represents the average month-end percentage of leased square footage for which the lease term has commenced as compared to the total leasable square footage for the same operating properties owned during the entire current period and prior year reporting periods (January 1, 2021 through March 31, 2022). Same property average occupancy for the three months ended March 31, 2022, was 97.8%, compared to 97.1% for the same period of 2021.
The same property average rental rate calculated in accordance with GAAP represents the average annual rental rates of leases in place for the same operating properties owned during the entire current period and prior year reporting periods (January 1, 2021 through March 31, 2022). The same property average rental rate was $6.87 per square foot for the three months ended March 31, 2022, compared to $6.45 per square foot for the same period of 2021.
Interest expense decreased $166,000 for the three months ended March 31, 2022, compared to the same period in 2021. The following table presents the components of Interest expense for the three months ended March 31, 2022 and 2021:
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| | Three Months Ended
March 31, | | |
| | 2022 | | 2021 | | Increase
(Decrease) | | | | | | |
| | (In thousands) |
| VARIABLE RATE INTEREST EXPENSE | | | | | | | | | | | |
Unsecured bank credit facilities interest - variable rate (excluding amortization of facility fees and debt issuance costs) | $ | 566 | | | 375 | | | 191 | | | | | | | |
| Amortization of facility fees - unsecured bank credit facilities | 176 | | | 194 | | | (18) | | | | | | | |
| Amortization of debt issuance costs - unsecured bank credit facilities | 163 | | | 140 | | | 23 | | | | | | | |
| Total variable rate interest expense | 905 | | | 709 | | | 196 | | | | | | | |
| FIXED RATE INTEREST EXPENSE | | | | | | | | | | | |
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Unsecured debt interest (1) (excluding amortization of debt issuance costs) | 9,281 | | | 8,861 | | | 420 | | | | | | | |
Secured debt interest (excluding amortization of debt issuance costs) | 21 | | | 742 | | | (721) | | | | | | | |
| Amortization of debt issuance costs - unsecured debt | 146 | | | 137 | | | 9 | | | | | | | |
| Amortization of debt issuance costs - secured debt | 1 | | | 64 | | | (63) | | | | | | | |
| Total fixed rate interest expense | 9,449 | | | 9,804 | | | (355) | | | | | | | |
| Total interest | 10,354 | | | 10,513 | | | (159) | | | | | | | |
| Less capitalized interest | (2,244) | | | (2,237) | | | (7) | | | | | | | |
| TOTAL INTEREST EXPENSE | $ | 8,110 | | | 8,276 | | | (166) | | | | | | | |
(1)Includes interest on the Company’s unsecured debt with fixed interest rates per the debt agreements or effectively fixed interest rates due to interest rate swaps, as discussed in Note 14 in the Notes to Consolidated Financial Statements.
The Company’s variable rate interest expense increased by $196,000 for the three months ended March 31, 2022, as compared to the same period in 2021 primarily due to increases in the Company’s average borrowings on its unsecured bank credit facilities as shown in the following table:
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| | Three Months Ended
March 31, | | |
| | 2022 | | 2021 | | Increase
(Decrease) | | | | | | |
| | (In thousands, except rates of interest) |
| Average borrowings on unsecured bank credit facilities - variable rate | $ | 244,405 | | 134,812 | | 109,593 | | | | | | |
Weighted average variable interest rates (excluding amortization of facility fees and debt issuance costs) | 0.94 | % | | 1.13 | % | | | | | | | | |
The Company’s fixed rate interest expense decreased by $355,000 for the three months ended March 31, 2022, as compared to the same period in 2021 as a result of the unsecured debt and secured debt activity described below.
Interest expense from fixed rate unsecured debt increased by $420,000 during the three months ended March 31, 2022, as compared to the same period in 2021. The increases resulted from the Company’s unsecured debt activity described below. The details of the unsecured debt obtained in 2021 and 2022 are shown in the following table:
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NEW UNSECURED DEBT IN 2021 AND 2022 | | Effective Interest Rate | | Date Obtained | | Maturity Date | | Amount |
| | | | | | | | (In thousands) |
$50 Million Senior Unsecured Term Loan (1) | | 1.55% | | 03/18/2021 | | 03/18/2025 | | $ | 50,000 | |
| $125 Million Senior Unsecured Notes | | 2.74% | | 06/10/2021 | | 06/10/2031 | | 125,000 | |
$100 Million Senior Unsecured Term Loan (2) | | 3.06% | | 03/31/2022 | | 09/29/2028 | | 100,000 | |
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Weighted Average/Total Amount for 2021 and 2022 | | 2.64% | | | | | | $ | 275,000 | |
(1) The interest rate on this unsecured term loan is comprised of LIBOR plus 100 basis points subject to a pricing grid for changes in the Company’s coverage ratings. The Company entered into an interest rate swap to convert the loan’s LIBOR rate to a fixed interest rate, providing the Company an effectively fixed interest rate on the term loan of 1.55% as of March 31, 2022. See Note 14 in the Notes to Consolidated Financial Statements for additional information on the interest rate swaps.
(2) The interest rate on this unsecured term loan is comprised of the Secured Overnight Financing Rate (“SOFR”) plus 130 basis points subject to a pricing grid for changes in the Company’s coverage ratings. The Company entered into an interest rate swap to convert the loan’s SOFR rate to a fixed interest rate, providing the Company an effectively fixed interest rate on the term loan of 3.06% as of March 31, 2022. See Note 14 in the Notes to Consolidated Financial Statements for additional information on the interest rate swaps.
The increase in interest expense from the new unsecured debt was partially offset by the refinance of a $100,000,000 senior unsecured term loan on March 25, 2022, which resulted in a 60 basis point reduction in the effectively fixed interest rate; and also by the repayment of the following unsecured debt during 2021 and 2022:
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UNSECURED DEBT REPAID IN 2021 AND 2022 | | Interest Rate | | Date Repaid | | Payoff Amount |
| | | | | | (In thousands) |
| $40 Million Senior Unsecured Term Loan | | 2.34% | | 07/30/2021 | | $ | 40,000 | |
| $75 Million Senior Unsecured Term Loan | | 3.03% | | 02/28/2022 | | 75,000 | |
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Weighted Average/Total Amount for 2021 and 2022 | | 2.79% | | | | $ | 115,000 | |
The increase in interest expense from unsecured debt was offset by a decrease in secured debt interest expense. Interest expense from secured debt decreased by $721,000 during the three month period ended March 31, 2022, as compared to the same period in 2021 as a result of regularly scheduled principal payments and the payoffs described in the table below. Regularly scheduled principal payments on secured debt were $23,000 during the three months ended March 31, 2022. During the year ended December 31, 2021, regularly scheduled principal payments on secured debt were $2,989,000. The Company did not repay any secured debt during the three month period ended March 31, 2022. The details of the secured debt repaid in 2021 are shown in the following table:
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SECURED DEBT REPAID IN 2021 | | Interest Rate | | Date Repaid | | Payoff Amount |
| | | | | | (In thousands) |
| Colorado Crossing Distribution Center, Interstate Warehouse 1-3, Rojas Commerce Park, Steele Creek Commerce Park 1 & 2, Venture Warehouses and World Houston Int’l Business Ctr 3, 4 & 6-9 | | 4.75% | | 03/08/2021 | | $ | 40,841 | |
| Arion Business Park 18, Beltway Crossing Business Park 6 & 7, Commerce Park Center 2 & 3, Concord Distribution Center, Interstate Warehouse 5-7, Lakeview Business Center, Ridge Creek Distribution Center 2, Southridge Commerce Park 4 & 5 and World Houston Int’l Business Ctr 32 | | 4.09% | | 10/07/2021 | | 33,090 | |
Weighted Average/Total Amount for 2021 | | 4.45% | | | | $ | 73,931 | |
EastGroup did not obtain any new secured debt during 2021 or the first three months of 2022.
Interest costs during the period of construction of real estate properties are capitalized and offset against interest expense. Capitalized interest increased $7,000 for the three months ended March 31, 2022, as compared to the same period of 2021, due to changes in development spending and borrowing rates.
Depreciation and amortization expense increased $6,028,000 for the three months ended March 31, 2022, as compared to the same period in 2021, primarily due to the operating properties acquired by the Company in 2021 and the properties transferred from Development and value-add properties in 2021 and 2022, partially offset by operating properties sold in 2021 and 2022.
Gain on sales of real estate investments, which includes gains on the sales of operating properties, increased $30,352,000 for the three months ended March 31, 2022, as compared to the same period in 2021. The Company’s 2021 and 2022 sales transactions are described below in Real Estate Sold and Held for Sale.
Real Estate Improvements
Real estate improvements for EastGroup’s operating properties for the three months ended March 31, 2022 and 2021 were as follows:
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| | | | Three Months Ended
March 31, | | |
| | Estimated Useful Life | | 2022 | | 2021 | | | | |
| | | | (In thousands) |
| Upgrade on Acquisitions | 40 yrs | | $ | 278 | | | 45 | | | | | |
| Tenant Improvements: | | | | | | | | | |
| New Tenants | Lease Life | | 3,456 | | | 2,642 | | | | | |
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| Renewal Tenants | Lease Life | | 710 | | | 677 | | | | | |
| Other: | | | | | | | | | |
| Building Improvements | 5-40 yrs | | 2,569 | | | 1,783 | | | | | |
| Roofs | 5-15 yrs | | 1,151 | | | 3,015 | | | | | |
| Parking Lots | 3-5 yrs | | 236 | | | 262 | | | | | |
| Other | 5 yrs | | 326 | | | 161 | | | | | |
Total Real Estate Improvements (1) | | | $ | 8,726 | | | 8,585 | | | | | |
(1)Reconciliation of Total Real Estate Improvements to Real estate improvements on the Consolidated Statements of Cash Flows:
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| | | Three Months Ended March 31, |
| 2022 | | 2021 |
| (In thousands) |
| Total Real Estate Improvements | | $ | 8,726 | | | 8,585 | |
| Change in Real Estate Property Payables | | (192) | | | 292 | |
| Change in Construction in Progress | | 1,306 | | | 251 | |
Real estate improvements on the Consolidated Statements of Cash Flows | | $ | 9,840 | | | 9,128 | |
Capitalized Leasing Costs
The Company’s leasing costs (principally commissions) are capitalized and included in Other assets. The costs are amortized over the terms of the associated leases, and the amortization is included in Depreciation and amortization expense. Capitalized leasing costs for the three months ended March 31, 2022 and 2021 were as follows:
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| | | | Three Months Ended
March 31, | | |
| | Estimated Useful Life | | 2022 | | 2021 | | | | |
| | | | (In thousands) |
| Development and Value-Add | Lease Life | | $ | 4,286 | | | 2,828 | | | | | |
| New Tenants | Lease Life | | 3,586 | | | 4,347 | | | | | |
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| Renewal Tenants | Lease Life | | 3,401 | | | 1,954 | | | | | |
Total Capitalized Leasing Costs (1) | | | $ | 11,273 | | | 9,129 | | | | | |
| Amortization of Leasing Costs | | | $ | 4,484 | | | 3,735 | | | | | |
(1)Reconciliation of Total Capitalized Leasing Costs to Leasing commissions on the Consolidated Statements of Cash Flows:
| | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| 2022 | | 2021 |
| (In thousands) |
| Total Capitalized Leasing Costs | | $ | 11,273 | | | 9,129 | |
| Change in Leasing Commissions Payables | | (1,929) | | | (2,442) | |
Leasing commissions on the Consolidated Statements of Cash Flows | | $ | 9,344 | | | 6,687 | |
Real Estate Sold and Held for Sale
The Company considers a real estate property to be held for sale when it meets the criteria established under Accounting Standards Codification (“ASC”) 360, Property, Plant and Equipment, including when it is probable that the property will be sold within a year. Real estate properties held for sale are reported at the lower of the carrying amount or fair value less estimated costs to sell and are not depreciated while they are held for sale.
The Company did not classify any properties as held for sale as of March 31, 2022. As of December 31, 2021, the Company owned one operating property that was classified as held for sale on the December 31, 2021 Consolidated Balance Sheet. The property was sold in the first quarter of 2022, and the Company recorded a gain on the sale in the three months ended March 31, 2022.
In accordance with FASB Accounting Standards Update (“ASU”) 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360), Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, the Company would report a disposal of a component of an entity or a group of components of an entity in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the component or group of components meets the criteria to be classified as held for sale or when the component or group of components is disposed of by sale or other than by sale. In addition, the Company would provide additional disclosures about both discontinued operations and the disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements. EastGroup performs an analysis of properties sold to determine whether the sales qualify for discontinued operations presentation.
The Company sold operating properties during the three months ended March 31, 2022, as shown in the table below. The results of operations and gains and losses on sales for the properties sold are reported in continuing operations on the Consolidated Statements of Income and Comprehensive Income. The gains and losses on sales are included in Gain on sales of real estate investments. The Company did not consider its sales in 2022 to be disposals of a component of an entity or a group of components of an entity representing a strategic shift that has (or will have) a major effect on the entity’s operations and financial results.
A summary of Gain on sales of real estate investments for the three months ended March 31, 2022 and the year ended December 31, 2021 follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| REAL ESTATE PROPERTIES SOLD | | Location | | Size | | Date Sold | | Net Sales Price | | Basis | | Recognized Gain |
| | | | | (In square feet) | | | | (In thousands) |
| 2022 | | | | | | | | | | | | |
| Metro Business Park | | Phoenix, AZ | | 189,000 | | 01/06/2022 | | $ | 32,851 | | | 5,880 | | | 26,971 | |
Cypress Creek Business Park (1) | | Fort Lauderdale, FL | | 56,000 | | 03/31/2022 | | 5,282 | | | 1,901 | | | 3,381 | |
| Total for 2022 | | | | 245,000 | | | | $ | 38,133 | | | 7,781 | | | 30,352 | |
| | | | | | | | | | | | |
| 2021 | | | | | | | | | | | | |
| Jetport Commerce Park | | Tampa, FL | | 284,000 | | 11/09/2021 | | $ | 44,260 | | | 5,401 | | | 38,859 | |
(1) Cypress Creek Business Park is located on a ground lease. In conjunction with the sale of the property, the Company fully amortized the associated right-of-use asset and liability of $1,745,000.
The Company had no sales during the three months ended March 31, 2021.
RECENT ACCOUNTING PRONOUNCEMENTS
EastGroup has evaluated all ASUs recently released by the FASB through the date the financial statements were issued and determined that ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, applies to the Company. See Note 14 in the Notes to Consolidated Financial Statements for the Company’s evaluation of ASU 2020-04.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $82,264,000 for the three months ended March 31, 2022. The primary other sources of cash were borrowings on unsecured bank credit facilities and unsecured debt; proceeds from common stock offerings; and net proceeds from sales of real estate investments. The Company distributed $46,033,000 in common stock dividends during the three months ended March 31, 2022. Other primary uses of cash were for repayments on unsecured bank credit facilities, unsecured debt; purchases of real estate; the construction and development of properties; capital improvements at various properties; and leasing commissions.
The Company anticipates that its current cash balance, operating cash flows, borrowings under its unsecured bank credit facilities, proceeds from new debt and/or proceeds from the issuance of equity instruments will be adequate for (i) operating and administrative expenses, (ii) normal repair and maintenance expenses at its properties, (iii) debt service obligations, (iv) maintaining compliance with its debt covenants, (v) distributions to stockholders, (vi) capital improvements, (vii) purchases of properties, (viii) development, and (ix) any other normal business activities of the Company, both in the short-term and long-term, including after taking into account the effects of the COVID-19 pandemic. The Company expects liquidity sources and needs in future years to be consistent in nature with those for the three months ended March 31, 2022.
As of March 31, 2022, the Company was contractually obligated to pay the dividend declared in March 2022, which was paid in April 2022. An amount for dividends payable of $46,784,000 was included in Accounts payable and accrued expenses at March 31, 2022, which includes dividends payable on unvested restricted stock of $1,030,000, which are subject to continued service and will be paid upon vesting in future periods.
Total debt at March 31, 2022 and December 31, 2021 is detailed below. The Company’s unsecured bank credit facilities and unsecured debt instruments have certain restrictive covenants, such as maintaining debt service coverage and leverage ratios and maintaining insurance coverage, and the Company was in compliance with all of its debt covenants at March 31, 2022 and December 31, 2021.
| | | | | | | | | | | |
| | March 31,
2022 | | December 31,
2021 |
| | (In thousands) |
Unsecured bank credit facilities - variable rate, carrying amount (1) | $ | 197,313 | | | 209,210 | |
| | | |
| Unamortized debt issuance costs | (1,996) | | | (2,144) | |
| Unsecured bank credit facilities, net of debt issuance costs | 195,317 | | | 207,066 | |
| | | |
Unsecured debt - fixed rate, carrying amount (2) | 1,270,000 | | | 1,245,000 | |
| Unamortized debt issuance costs | (2,916) | | | (2,430) | |
| Unsecured debt, net of debt issuance costs | 1,267,084 | | | 1,242,570 | |
| | | |
Secured debt - fixed rate, carrying amount (2) | 2,128 | | | 2,156 | |
| Unamortized debt issuance costs | (13) | | | (14) | |
| Secured debt, net of debt issuance costs | 2,115 | | | 2,142 | |
| | | |
| Total debt, net of debt issuance costs | $ | 1,464,516 | | | 1,451,778 | |
(1)The Company’s balances under its unsecured bank credit facilities change depending on the Company’s cash needs and, as such, both the principal amounts and the interest rates are subject to variability.
(2)These loans have a fixed interest rate or an effectively fixed interest rate due to interest rate swaps.
Until June 29, 2021, EastGroup had $350 million and $45 million unsecured bank credit facilities with margins over LIBOR of 100 basis points, facility fees of 20 basis points and maturity dates of July 30, 2022. The Company amended and restated these credit facilities on June 29, 2021, expanding their capacities to $425 million and $50 million, respectively, as detailed below.
The Company’s $425 million unsecured bank credit facility is with a group of nine banks and has a maturity date of July 30, 2025. The credit facility contains options for two six-month extensions (at the Company's election) and a $325 million accordion (with agreement by all parties). The interest rate on each tranche is reset on a monthly basis and as of March 31, 2022, was LIBOR plus 77.5 basis points with an annual facility fee of 15 basis points. As of March 31, 2022, the Company had $183,000,000 of variable rate borrowings on this unsecured bank credit facility with a weighted average interest rate of 1.168%.
The Company's $50 million unsecured bank credit facility has a maturity date of July 30, 2025, or such later date as designated by the bank; the Company also has two six-month extensions available if the extension options in the $425 million facility are exercised. The interest rate is reset on a daily basis and as of March 31, 2022, was LIBOR plus 77.5 basis points with an annual facility fee of 15 basis points. As of March 31, 2022, the interest rate was 1.227% on a balance of $14,313,000.
For both facilities, the margin and facility fee are subject to changes in the Company's credit ratings. Although the Company’s current credit rating is Baa2, given the strength of the Company’s key credit metrics, initial pricing for the credit facilities is based on the BBB+/Baa1 credit ratings level. This favorable pricing level will be retained provided that the Company’s consolidated leverage ratio, as defined in the applicable agreements, remains less than 32.5%. The facilities also include a sustainability-linked pricing component pursuant to which the applicable interest margin will be reduced by one basis point if the Company meets certain sustainability performance targets.
As market conditions permit, EastGroup issues equity and/or employs fixed-rate debt, including variable-rate debt that has been swapped to an effectively fixed rate through the use of interest rate swaps, to replace the short-term bank borrowings. The Company believes its current operating cash flow and unsecured bank credit facilities provide the capacity to fund the operations of the Company. The Company also believes it can obtain debt financing and issue common and/or preferred equity.
For future debt issuances, the Company intends to issue primarily unsecured fixed-rate debt, including variable-rate debt that has been swapped to an effectively fixed rate through the use of interest rate swaps. The Company may also access the public debt market in the future as a means to raise capital.
In January 2022, the Company and a group of lenders agreed to terms on the private placement of $150 million of senior unsecured notes with a fixed interest rate of 3.03% and a 10-year term. The notes were issued and sold on April 20, 2022 and require interest-only payments. The notes will not be and have not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
In February 2022, EastGroup repaid a $75 million unsecured term loan at maturity with an effectively fixed interest rate of 3.03%.
In March 2022, the Company closed a $100 million senior unsecured term loan with a 6.5 year term and interest only payments, which bears interest at the annual rate of SOFR plus an applicable margin (1.30% as of March 31, 2022) based on the Company’s senior unsecured long-term debt rating. The Company also entered into an interest rate swap agreement to convert the loan’s SOFR rate component to a fixed interest rate for the entire term of the loan providing a total effectively fixed interest rate of 3.06%.
Also during March 2022, the Company closed on the refinance of a $100 million senior unsecured term loan with five years remaining. The amended term loan provides for interest only payments currently at an interest rate of SOFR plus 85 basis points, based on the Company’s current credit ratings and consolidated leverage ratio, which is a 60 basis point reduction in the credit spread compared to the original term loan. The Company has an interest rate swap agreement which converts the loan’s SOFR rate component to a fixed interest rate for the entire term of the loan, providing a total effectively fixed interest rate of 1.80%.
In July 2017, the Financial Conduct Authority announced it intended to stop compelling banks to submit rates for the calculation of LIBOR after 2021. In March 2021, the ICE Benchmark Administration, the administrator of LIBOR, announced its intention to cease publication of certain LIBOR settings after 2021, while continuing to publish overnight and one-, three-, six-, and twelve-month U.S. dollar LIBOR rates through June 30, 2023. While this announcement extended the transition period to June 2023, the United States Federal Reserve Board and other regulatory bodies concurrently issued guidance encouraging banks and other financial market participants to cease entering into new contracts that use U.S. dollar LIBOR as a reference rate as soon as practicable and in any event no later than December 31, 2021. In the U.S., the Alternative Reference Rates Committee, which was convened by the Federal Reserve Board and the Federal Reserve Bank of New York, has recommended that SOFR plus a recommended spread adjustment as its preferred alternative to USD-LIBOR. There are significant differences between LIBOR and SOFR, such as LIBOR being an unsecured lending rate while SOFR is a secured rate, and SOFR is an overnight rate while LIBOR reflects term rates at different maturities.
We expect that all LIBOR settings relevant to us will cease to be published or will no longer be representative after June 30, 2023. As a result, any of our LIBOR-based borrowings that extend beyond such date will need to be converted to a replacement rate. Certain risks may arise in connection with transitioning contracts to SOFR or any other alternative variable rate, including any resulting value transfer that may occur. The value of loans, securities, or derivative instruments tied to LIBOR could also be impacted. During the three months ended March 31, 2022, the Company entered into a new term loan and related swap which are both indexed to SOFR. Also, during the three months ended March 31, 2022, EastGroup refinanced an existing term loan modifying the index from LIBOR to SOFR, and concurrently amended the related swap to reference SOFR rather than LIBOR. The Company’s unsecured bank credit facilities and three of its senior unsecured term loans and interest rate swap contracts are indexed to LIBOR and include provisions for a replacement rate which we believe will be substantially equivalent to the all-in LIBOR-based interest rate in effect prior to its replacement. Therefore, management believes the transition will not have a material impact on the Company’s consolidated financial statements. The Company is continuously monitoring and evaluating the related risks, which include interest on loans and amounts received and paid on derivative instruments. These risks arise in connection with transitioning contracts to a new alternative rate, including any resulting value transfer that may occur. The value of loans or derivative instruments indexed to LIBOR could also be impacted if LIBOR is limited or discontinued as interest rates may be adversely affected. While we expect LIBOR to be available in substantially its current form until June 30, 2023, it is possible that LIBOR will become unavailable prior to that point. This could result, for example, if sufficient banks decline to make submissions to the LIBOR administrator. In that case, the risks associated with the transition to an alternative reference rate will be accelerated and magnified.
On December 20, 2019, EastGroup entered into sales agreements (the “December 2019 Sales Agreements”) with each of BNY Mellon Capital Markets, LLC; BofA Securities, Inc.; BTIG, LLC; Jefferies LLC; Raymond James & Associates, Inc.; Regions Securities LLC; and Wells Fargo Securities, LLC in connection with the establishment of a new continuous common equity offering program pursuant to which the Company may sell shares of its common stock with an aggregate gross sales price of up to $750,000,000 from time to time. On July 28, 2021, the Company entered into a sales agreement (together with the December 2019 Sales Agreements, the “Sales Agreements”) with TD Securities (USA) LLC, which is substantially similar to the December 2019 Sales Agreements, and entered into corresponding amendments to the December 2019 Sales Agreements to include TD Securities (USA) LLC as a participating sales agent. Pursuant to the Sales Agreements, the shares may be offered and sold in transactions that are deemed to be “at the market” offerings as defined in Rule 415 of the Securities Act of 1933, as
amended. As of April 27, 2022, the Company has sold an aggregate of 2,646,643 shares of common stock with gross proceeds of $443,147,000 under the Sales Agreements, and EastGroup may offer and sell additional shares of its common stock with an aggregate gross sales price of up to $306,853,000 through the sales agents.
During the three months ended March 31, 2022, EastGroup issued and sold 385,538 shares of common stock under its continuous common equity offering program at an average price of $194.53 per share with gross proceeds to the Company of $75,000,000. The Company incurred offering-related costs of $821,000 during the three months, resulting in net proceeds to the Company of $74,179,000.
EastGroup’s other material cash requirements from known contractual and other obligations, including real estate property obligations, development and value-add obligations and tenant improvements as of December 31, 2021, did not materially change during the three months ended March 31, 2022.
The Company has no material off-balance sheet arrangements that have had or are reasonably likely to have a material current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.