egp-20220930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2022

Commission File Number: 1-07094

EASTGROUP PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)


Maryland		13-2711135
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

400 W Parkway Place
Suite 100
Ridgeland,	Mississippi	39157
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number: (601) 354-3555

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, $0.0001 par value per share	EGP	New York Stock Exchange

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The number of shares of common stock, $0.0001 par value, outstanding as of October 25, 2022 was 43,574,039.

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EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES

FORM 10-Q

TABLE OF CONTENTS

FOR THE QUARTER ENDED SEPTEMBER 30, 2022


		Page
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheets, September 30, 2022 and December 31, 2021 (unaudited)	4

	Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, 2022 and 2021 (unaudited)	5

	Consolidated Statements of Changes in Equity for the nine months ended September 30, 2022 and 2021 (unaudited)	6

	Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021 (unaudited)	8

	Notes to Consolidated Financial Statements (unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	48

Item 4.	Controls and Procedures	49

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	49

Item 1A.	Risk Factors	49

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49

Item 3.	Defaults Upon Senior Securities	49

Item 4.	Mine Safety Disclosures	50

Item 5.	Other Information	50

Item 6.	Exhibits	51

SIGNATURES

Authorized signatures		52

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PART I. FINANCIAL INFORMATION.

ITEM 1. FINANCIAL STATEMENTS.

EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

(UNAUDITED)


	September 30, 2022		December 31, 2021
ASSETS
Real estate properties	$	4,251,279	3,546,711
Development and value-add properties	578,575		504,614

	4,829,854		4,051,325
Less accumulated depreciation	(1,121,208)		(1,035,617)
	3,708,646		3,015,708
Real estate assets held for sale	—		5,695
Unconsolidated investment	7,666		7,320
Cash	4,848		4,393
Other assets	241,163		182,220
TOTAL ASSETS	$	3,962,323	3,215,336

LIABILITIES AND EQUITY

LIABILITIES
Unsecured bank credit facilities, net of debt issuance costs	$	154,188	207,066
Unsecured debt, net of debt issuance costs	1,541,481		1,242,570
Secured debt, net of debt issuance costs	2,059		2,142
Accounts payable and accrued expenses	190,950		109,760
Other liabilities	83,459		82,338
Total Liabilities	1,972,137		1,643,876

EQUITY
Stockholders’ Equity:
Common shares; $0.0001 par value; 70,000,000 shares authorized; 43,573,951 shares issued and outstanding at September 30, 2022 and 41,268,846 at December 31, 2021	4		4
Excess shares; $0.0001 par value; 30,000,000 shares authorized; zero shares issued	—		—
Additional paid-in capital	2,266,831		1,886,820
Distributions in excess of earnings	(319,063)		(318,056)
Accumulated other comprehensive income	41,128		1,302
Total Stockholders’ Equity	1,988,900		1,570,070
Noncontrolling interest in joint ventures	1,286		1,390
Total Equity	1,990,186		1,571,460
TOTAL LIABILITIES AND EQUITY	$	3,962,323	3,215,336

See accompanying Notes to Consolidated Financial Statements (unaudited).

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EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)


	Three Months Ended			Nine Months Ended
	September 30,			September 30,
	2022		2021	2022	2021
REVENUES
Income from real estate operations	$	125,570	104,584	357,020	302,063
Other revenue	88		13	165	40
	125,658		104,597	357,185	302,103
EXPENSES
Expenses from real estate operations	35,033		29,644	98,643	85,521
Depreciation and amortization	39,277		32,263	113,079	93,925
General and administrative	3,967		3,559	12,503	12,081
Indirect leasing costs	119		133	410	597
	78,396		65,599	224,635	192,124

OTHER INCOME (EXPENSE)
Interest expense	(9,771)		(8,416)	(26,851)	(24,873)
Gain on sales of real estate investments	—		—	40,999	—
Other	326		210	888	621






NET INCOME	37,817		30,792	147,586	85,727
Net income attributable to noncontrolling interest in joint ventures	(25)		(21)	(75)	(59)
NET INCOME ATTRIBUTABLE TO EASTGROUP PROPERTIES, INC. COMMON STOCKHOLDERS	37,792		30,771	147,511	85,668
Other comprehensive income - interest rate swaps	17,157		1,325	39,826	8,276
TOTAL COMPREHENSIVE INCOME	$	54,949	32,096	187,337	93,944
BASIC PER COMMON SHARE DATA FOR NET INCOME ATTRIBUTABLE TO EASTGROUP PROPERTIES, INC. COMMON STOCKHOLDERS


Net income attributable to common stockholders	$	0.87	0.76	3.49	2.14
Weighted average shares outstanding	43,467		40,434	42,308	40,058
DILUTED PER COMMON SHARE DATA FOR NET INCOME ATTRIBUTABLE TO EASTGROUP PROPERTIES, INC. COMMON STOCKHOLDERS


Net income attributable to common stockholders	$	0.87	0.76	3.48	2.13
Weighted average shares outstanding	43,581		40,567	42,419	40,165

See accompanying Notes to Consolidated Financial Statements (unaudited).

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EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

(UNAUDITED)

For the nine months ended September 30, 2022:


	Common Shares		Additional Paid-In Capital	Distributions in Excess of Earnings	Accumulated Other Comprehensive Income	Noncontrolling Interest in Joint Ventures	Total
BALANCE, DECEMBER 31, 2021	$	4	1,886,820	(318,056)	1,302	1,390	1,571,460
Net income	—		—	63,580	—	24	63,604
Net unrealized change in fair value of interest rate swaps	—		—	—	15,828	—	15,828
Common dividends declared – $1.10 per share	—		—	(45,953)	—	—	(45,953)
Stock-based compensation, net of forfeitures	—		2,594	—	—	—	2,594
Issuance of 385,538 shares of common stock, common stock offering, net of expenses	—		74,179	—	—	—	74,179
Withheld 34,251 shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock	—		(7,265)	—	—	—	(7,265)

Net distributions to noncontrolling interest	—		—	—	—	(58)	(58)

BALANCE, MARCH 31, 2022	4		1,956,328	(300,429)	17,130	1,356	1,674,389
Net income	—		—	46,139	—	26	46,165
Net unrealized change in fair value of interest rate swaps	—		—	—	6,841	—	6,841
Common dividends declared – $1.10 per share	—		—	(48,034)	—	—	(48,034)
Stock-based compensation, net of forfeitures	—		3,062	—	—	—	3,062
Issuance of 1,868,809 shares of common stock, net of expenses, in the purchase of real estate	—		303,682	—	—	—	303,682


Net distributions to noncontrolling interest	—		—	—	—	(31)	(31)

BALANCE, JUNE 30, 2022	4		2,263,072	(302,324)	23,971	1,351	1,986,074
Net income	—		—	37,792	—	25	37,817
Net unrealized change in fair value of interest rate swaps	—		—	—	17,157	—	17,157
Common dividends declared – $1.25 per share	—		—	(54,531)	—	—	(54,531)
Stock-based compensation, net of forfeitures	—		2,855	—	—	—	2,855
Issuance of 6,368 shares of common stock, common stock offering, net of expenses	—		1,010	—	—	—	1,010

Withheld 733 shares of common stock to satisfy tax withholding obligations in connection with the issuance of common stock	—		(106)	—	—	—	(106)
Net distributions to noncontrolling interest	—		—	—	—	(90)	(90)
BALANCE, SEPTEMBER 30, 2022	$	4	2,266,831	(319,063)	41,128	1,286	1,990,186

See accompanying Notes to Consolidated Financial Statements (unaudited).

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EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

(UNAUDITED)

For the nine months ended September 30, 2021:


	Common Shares		Additional Paid-In Capital	Distributions in Excess of Earnings	Accumulated Other Comprehensive Loss	Noncontrolling Interest in Joint Ventures	Total
BALANCE, DECEMBER 31, 2020	$	4	1,610,053	(329,667)	(10,752)	880	1,270,518
Net income	—		—	27,339	—	18	27,357
Net unrealized change in fair value of interest rate swaps	—		—	—	8,214	—	8,214
Common dividends declared – $0.79 per share	—		—	(31,672)	—	—	(31,672)
Stock-based compensation, net of forfeitures	—		2,147	—	—	—	2,147
Issuance of 317,538 shares of common stock, common stock offering, net of expenses	—		44,485	—	—	—	44,485

Withheld 30,252 shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock	—		(4,240)	—	—	—	(4,240)

Net distributions to noncontrolling interest	—		—	—	—	(11)	(11)

BALANCE, MARCH 31, 2021	4		1,652,445	(334,000)	(2,538)	887	1,316,798
Net income	—		—	27,558	—	20	27,578
Net unrealized change in fair value of interest rate swaps	—		—	—	(1,263)	—	(1,263)
Common dividends declared – $0.79 per share	—		—	(31,981)	—	—	(31,981)
Stock-based compensation, net of forfeitures	—		2,893	—	—	—	2,893
Issuance of 370,177 shares of common stock, common stock offering, net of expenses	—		59,318	—	—	—	59,318



Net distributions to noncontrolling interest	—		5	—	—	(17)	(12)

BALANCE, JUNE 30, 2021	4		1,714,661	(338,423)	(3,801)	890	1,373,331
Net income	—		—	30,771	—	21	30,792
Net unrealized change in fair value of interest rate swaps	—		—	—	1,325	—	1,325
Common dividends declared –$0.90 per share	—		—	(36,726)	—	—	(36,726)
Stock-based compensation, net of forfeitures	—		2,461	—	—	—	2,461
Issuance of 278,893 shares of common stock, common stock offering, net of expenses	—		48,626	—	—	—	48,626



Net distributions to noncontrolling interest	—		—	—	—	(69)	(69)

BALANCE, SEPTEMBER 30, 2021	$	4	1,765,748	(344,378)	(2,476)	842	1,419,740

See accompanying Notes to Consolidated Financial Statements (unaudited).

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EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

(UNAUDITED)


	Nine Months Ended September 30,
	2022		2021
OPERATING ACTIVITIES
Net income	$	147,586	85,727
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	113,079		93,925

Stock-based compensation expense	6,530		5,840
Gain on sales of real estate investments	(40,999)		—

Changes in operating assets and liabilities:
Accrued income and other assets	(2,743)		(2,688)
Accounts payable, accrued expenses and prepaid rent	52,496		57,099
Other	602		1,263
NET CASH PROVIDED BY OPERATING ACTIVITIES	276,551		241,166
INVESTING ACTIVITIES
Development and value-add properties	(395,313)		(189,955)
Purchases of real estate	(2,049)		(104,006)
Real estate improvements	(31,043)		(26,749)

Net proceeds from sales of real estate investments	51,006		—
Leasing commissions	(26,968)		(22,791)
Changes in accrued development costs	22,141		22,130
Changes in other assets and other liabilities	(3,328)		856
NET CASH USED IN INVESTING ACTIVITIES	(385,554)		(320,515)
FINANCING ACTIVITIES
Proceeds from unsecured bank credit facilities	695,726		316,893
Repayments on unsecured bank credit facilities	(749,053)		(380,877)
Proceeds from unsecured debt	375,000		175,000
Repayments on unsecured debt	(75,000)		(40,000)
Repayments on secured debt	(60,070)		(43,591)
Debt issuance costs	(1,617)		(2,647)
Distributions paid to stockholders (not including dividends accrued)	(139,597)		(95,240)
Proceeds from common stock offerings	75,379		154,609
Common stock offering related costs	(190)		(238)
Other	(11,120)		(4,334)
NET CASH PROVIDED BY FINANCING ACTIVITIES	109,458		79,575
INCREASE IN CASH AND CASH EQUIVALENTS	455		226
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	4,393		21
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	4,848	247
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest, net of amounts capitalized of $8,515 and $6,686 for 2022 and 2021, respectively	$	21,550	21,599
Cash paid for operating lease liabilities	1,445		1,133
Common stock issued in the purchase of real estate	303,682		—
Debt assumed in the purchase of real estate	60,000		—
NON-CASH OPERATING ACTIVITY
Operating lease liabilities arising from obtaining right of use assets	$	398	13,056

See accompanying Notes to Consolidated Financial Statements (unaudited).

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EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(1)BASIS OF PRESENTATION

The accompanying unaudited financial statements of EastGroup Properties, Inc. (“EastGroup” or “the Company”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In management’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The financial statements should be read in conjunction with the financial statements contained in the Company’s annual report on Form 10-K for the year ended December 31, 2021 and the notes thereto. Certain reclassifications have been made in the 2021 consolidated financial statements to conform to the 2022 presentation.

(2)PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of EastGroup, its wholly owned subsidiaries and its investment in any joint ventures in which the Company has a controlling interest.

As of September 30, 2022 and December 31, 2021, EastGroup held a controlling interest in two joint venture arrangements. In 2019, the Company acquired 6.5 acres of land in San Diego, known by the Company as the Miramar land. Also in 2019, the Company acquired 41.6 acres of land in San Diego, known by the Company as the Otay Mesa land. During the year ended December 31, 2021, EastGroup began construction of Speed Distribution Center, a 519,000 square foot building on the Otay Mesa land, which was completed and transferred to the Company’s operating portfolio during the three months ended March 31, 2022. As of September 30, 2022 and December 31, 2021, EastGroup had a 95% controlling interest in the Miramar land and a 99% controlling interest in Speed Distribution Center.

The Company records 100% of the assets, liabilities, revenues and expenses of the buildings and land held in joint ventures with the noncontrolling interests provided for in accordance with the joint venture agreements.

The equity method of accounting is used for the Company’s 50% undivided tenant-in-common interest in Industry Distribution Center II. All significant intercompany transactions and accounts have been eliminated in consolidation.

(3) USE OF ESTIMATES

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses during the reporting period and to disclose material contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

(4)LEASE REVENUE

The Company’s primary revenue is rental income from business distribution space. The table below presents the components of Income from real estate operations for the three and nine months ended September 30, 2022 and 2021:


	Three Months Ended September 30,			Nine Months Ended September 30,
	2022		2021	2022	2021
	(In thousands)
Lease income — operating leases	$	93,548	78,040	267,423	225,780
Variable lease income (1)	32,022		26,544	89,597	76,283
Income from real estate operations	$	125,570	104,584	357,020	302,063

(1)Primarily includes tenant reimbursements for real estate taxes, insurance and common area maintenance.

(5)REAL ESTATE PROPERTIES

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows (including estimated future expenditures necessary to substantially complete the asset) expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated

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EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. During the nine month periods ended September 30, 2022 and 2021, the Company did not identify any impairment charges which should be recorded.

Depreciation of buildings and other improvements is computed using the straight-line method over estimated useful lives of generally 40 years for buildings and 3 to 15 years for improvements. Building improvements are capitalized, while maintenance and repair expenses are charged to expense as incurred. Significant renovations and improvements that improve or extend the useful life of the assets are capitalized. Depreciation expense was $32,052,000 and $92,159,000 for the three and nine months ended September 30, 2022, respectively, and $26,599,000 and $77,604,000 for the same periods in 2021.

The Company’s Real estate properties and Development and value-add properties at September 30, 2022 and December 31, 2021 were as follows:


	September 30, 2022		December 31, 2021
	(In thousands)
Real estate properties:
Land	$	703,282	544,505
Buildings and building improvements	2,911,492		2,408,944
Tenant and other improvements	616,751		570,627
Right of use assets — Ground leases (operating) (1)	19,754		22,635
Development and value-add properties (2)	578,575		504,614
	4,829,854		4,051,325
Less accumulated depreciation	(1,121,208)		(1,035,617)
	$	3,708,646	3,015,708

(1)EastGroup applies the principles of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 842, Leases, and its related Accounting Standards Updates (“ASUs”) to account for its ground leases, which are classified as operating leases. The related operating lease liabilities for ground leases are included in Other liabilities on the Consolidated Balance Sheets.

(2)Value-add properties are defined as properties that are either acquired but not stabilized or can be converted to a higher and better use. Acquired properties meeting either of the following two conditions are considered value-add properties: (1) Less than 75% occupied as of the acquisition date (or will be less than 75% occupied within one year of acquisition date based on near term lease roll), or (2) 20% or greater of the acquisition cost will be spent to redevelop the property.

(6)DEVELOPMENT AND VALUE-ADD PROPERTIES

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 projects based on development activity. As the property becomes occupied, depreciation commences on the occupied portion of the building, and costs are capitalized only for the portion of the building that remains vacant. The Company transfers properties from the development and value-add program to Real estate properties as follows: (i) for development properties, at the earlier of 90% occupancy or one year after completion of the shell construction, and (ii) for value-add properties, at the earlier of 90% occupancy or one year after acquisition. Upon the earlier of 90% occupancy or one year after completion of the shell construction, capitalization of development costs, including interest expense, property taxes and internal personnel costs, ceases and depreciation commences on the entire property (excluding the land).

(7)REAL ESTATE PROPERTY ACQUISITIONS AND ACQUIRED INTANGIBLES

Upon acquisition of real estate properties, EastGroup applies the principles of FASB ASC 805, Business Combinations. The FASB Codification provides a framework for determining whether transactions should be accounted for as acquisitions of assets or businesses. Under the guidance, companies are required to utilize an initial screening test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set is not a business. Criteria considered in grouping similar assets include geographic location, market and operational risks and the physical characteristics of the assets. EastGroup determined that its real estate property acquisitions in 2021 and the first nine months of 2022 are considered to be acquisitions of groups of similar identifiable assets;

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EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

therefore, the acquisitions are not considered to be acquisitions of a business. As a result, the Company capitalized acquisition costs related to its 2021 and 2022 acquisitions.

The FASB Codification also 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. 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. Factors considered by management in the allocation include an estimate of foregone rents and avoided leasing costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. These intangible assets are included in Other assets on the Consolidated Balance Sheets and are amortized over the remaining term of the existing lease or the anticipated life of the customer relationship, as applicable.

Amortization expense for in-place lease intangibles was $2,541,000 and $7,204,000 for the three and nine months ended September 30, 2022, respectively, and $1,647,000 and $4,385,000 for the same periods in 2021. Amortization of above and below market lease intangibles increased rental income by $605,000 and $1,957,000 for the three and nine months ended September 30, 2022, respectively, and $230,000 and $704,000 for the same periods in 2021.

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EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

During the nine months ended September 30, 2022, EastGroup acquired the following properties:


REAL ESTATE PROPERTIES ACQUIRED IN 2022	Location	Size	Date Acquired	Cost (1)
		(Square feet)		(In thousands)
Operating properties acquired (2)
Cebrian Distribution Center and Reed Distribution Center (3)	Sacramento, CA	329,000	06/01/2022	$	49,726
6th Street Business Center, Benicia Distribution Center 1-5, Ettie Business Center, Laura Alice Business Center, Preston Distribution Center, Sinclair Distribution Center, Transit Distribution Center and Whipple Business Center (3)	San Francisco, CA	1,377,000	06/01/2022	309,404
Total operating property acquisitions		1,706,000		359,130

Value-add properties acquired (4)
Cypress Preserve 1 & 2	Houston, TX	516,000	03/28/2022	54,462
Zephyr Distribution Center	San Francisco, CA	82,000	04/08/2022	29,017
Mesa Gateway Commerce Center	Phoenix, AZ	147,000	04/15/2022	18,315
Access Point 3	Greenville, SC	299,000	07/12/2022	21,127
Total value-add property acquisitions		1,044,000		122,921

Total acquired assets		2,750,000		$	482,051

(1)Cost is calculated in accordance with FASB ASC 805, Business Combinations, and represents the sum of the purchase price, closing costs and capitalized acquisition costs.

(2)Operating properties are defined as stabilized real estate properties (land including buildings and improvements) in the Company’s operating portfolio; included in Real estate properties on the Consolidated Balance Sheets.

(3)The Company acquired these operating properties along with two land parcels, also in Sacramento, CA and San Francisco, CA, in connection with its acquisition of Tulloch Corporation in June 2022. Size and cost are presented on an aggregate basis for the properties located in Sacramento, CA and San Francisco, CA, respectively. In consideration for this acquisition, the Company assumed a $60,000,000 loan and issued 1,868,809 shares of the Company’s common stock. The acquisition date fair value of the loan assumed was $60,000,000, and the acquisition date fair value of the common shares, which was based on the closing share price on the acquisition date, was $303,756,000.

(4)Value-add properties are defined as properties that are either acquired but not stabilized or can be converted to a higher and better use. Acquired properties meeting either of the following two conditions are considered value-add properties: (1) Less than 75% occupied as of the acquisition date (or will be less than 75% occupied within one year of acquisition date based on near term lease roll), or (2) 20% or greater of the acquisition cost will be spent to redevelop the property.

-12-

EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table summarizes the allocation of the total consideration for the acquired assets and assumed liabilities in connection with the acquisitions identified in the table above which was acquired during the nine months ended September 30, 2022.


ACQUIRED ASSETS AND ASSUMED LIABILITIES IN 2022	Cost
	(In thousands)
Land	$	127,402
Buildings and building improvements	335,335
Tenant and other improvements	11,502

Total real estate properties acquired	474,239
In-place lease intangibles (1)	11,871

Below market lease intangibles (2)	(4,059)

Total assets acquired, net of liabilities assumed	$	482,051

(1)In-place lease intangibles and above market lease intangibles are each included in Other assets on the Consolidated Balance Sheets. These costs are amortized over the remaining lives of the associated leases in place at the time of acquisition.

(2)Below market lease intangibles are included in Other liabilities on the Consolidated Balance Sheets. These costs are amortized over the remaining lives of the associated leases in place at the time of acquisition.

The leases in the properties acquired during the nine months ended September 30, 2022 had a weighted average remaining lease term at acquisition of approximately 3.9 years.

Also during the nine months ended September 30, 2022, the Company acquired 286.0 acres of development land in nine cities for $77,645,000. The land acquisitions in San Francisco and Sacramento were acquired in connection with the Company’s acquisition of Tulloch Corporation in June 2022.

-13-

EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

During 2021, EastGroup acquired the following properties:


REAL ESTATE PROPERTIES ACQUIRED IN 2021	Location	Size	Date Acquired	Cost (1)
		(Square feet)		(In thousands)
Operating properties acquired (2)
Southpark Distribution Center 2	Phoenix, AZ	79,000	06/10/2021	$	9,177
DFW Global Logistics Centre	Dallas, TX	611,000	08/26/2021	89,829
Progress Center 3	Atlanta, GA	50,000	09/23/2021	5,000
Texas Avenue	Austin, TX	20,000	10/15/2021	4,143
Total operating property acquisitions		760,000		108,149

Value-add properties acquired (3)
Access Point 1	Greenville, SC	156,000	01/15/2021	10,501
Northpoint 200	Atlanta, GA	79,000	01/21/2021	6,516
Access Point 2	Greenville, SC	159,000	05/19/2021	10,743
Cherokee 75 Business Center 2	Atlanta, GA	105,000	06/17/2021	8,837
Siempre Viva Distribution Center 3-6	San Diego, CA	547,000	12/01/2021	134,479
Total value-add property acquisitions		1,046,000		171,076

Total acquired assets		1,806,000		$	279,225

(1)Cost is calculated in accordance with FASB ASC 805, Business Combinations, and represents the sum of the purchase price, closing costs and capitalized acquisition costs.

(3)Value-add properties are defined as properties that are either acquired but not stabilized or can be converted to a higher and better use. Acquired properties meeting either of the following two conditions are considered value-add properties: (1) Less than 75% occupied as of the acquisition date (or will be less than 75% occupied within one year of acquisition date based on near term lease roll), or (2) 20% or greater of the acquisition cost will be spent to redevelop the property.

The following table summarizes the allocation of the total consideration for the acquired assets and assumed liabilities in connection with the acquisitions identified in the table above which were acquired during the year ended December 31, 2021.


ACQUIRED ASSETS AND ASSUMED LIABILITIES IN 2021	Cost
	(In thousands)
Land	$	42,554
Buildings and building improvements	225,645
Tenant and other improvements	4,907
Right of use assets — Ground leases (operating)	12,708
Total real estate properties acquired	285,814
In-place lease intangibles (1)	9,949
Above market lease intangibles (1)	6
Below market lease intangibles (2)	(3,836)
Operating lease liabilities — Ground leases (3)	(12,708)
Total assets acquired, net of liabilities assumed	$	279,225

(3)Operating lease liabilities - Ground leases are included in Other liabilities on the Consolidated Balance Sheets.

-14-

EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The leases in the properties acquired during the year ended December 31, 2021 had a weighted average remaining lease term at acquisition of approximately 2.9 years.

Also during 2021, the Company acquired 365.8 acres of development land in Austin, Houston, Charlotte, Greenville and Atlanta for $41,065,000.

The Company periodically reviews the recoverability of goodwill (at least annually) and the recoverability of other intangibles (on a quarterly basis) for possible impairment. No impairment of goodwill or other intangibles existed during the three and nine month periods ended September 30, 2022 and 2021.

(8)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 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 September 30, 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.

In accordance with ASC 360 and ASC 205, Presentation of Financial Statements, 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 nine months ended September 30, 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 nine months ended September 30, 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
World Houston 15 East	Houston, TX	42,000	05/11/2022	12,873		2,226	10,647
Total for 2022		287,000		$	51,006	10,007	40,999

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 nine months ended September 30, 2021.

-15-

EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(9)OTHER ASSETS

A summary of the Company’s Other assets follows:


	September 30, 2022		December 31, 2021
	(In thousands)
Leasing costs (principally commissions)	$	136,376	116,772
Accumulated amortization of leasing costs	(47,217)		(42,193)
Leasing costs (principally commissions), net of accumulated amortization	89,159		74,579

Acquired in-place lease intangibles	39,282		31,561
Accumulated amortization of acquired in-place lease intangibles	(16,092)		(13,038)
Acquired in-place lease intangibles, net of accumulated amortization	23,190		18,523

Acquired above market lease intangibles	840		885
Accumulated amortization of acquired above market lease intangibles	(566)		(508)
Acquired above market lease intangibles, net of accumulated amortization	274		377

Straight-line rents receivable	58,178		51,970
Accounts receivable	6,449		7,133

Interest rate swap assets	41,128		2,237
Right of use assets — Office leases (operating)	2,015		1,984
Escrow deposits and prepaid costs for pending transactions	5,198		3,864
Prepaid insurance	3,826		7,793
Goodwill	990		990
Receivable for tenant improvement cost reimbursements	619		7,680
Prepaid expenses and other assets	10,137		5,090
Total Other assets	$	241,163	182,220

(10) DEBT

The Company’s debt is detailed below:


	September 30, 2022		December 31, 2021
	(In thousands)
Unsecured bank credit facilities - variable rate, carrying amount	$	155,883	209,210

Unamortized debt issuance costs	(1,695)		(2,144)
Unsecured bank credit facilities, net of debt issuance costs	154,188		207,066

Unsecured debt - fixed rate, carrying amount (1)	1,545,000		1,245,000
Unamortized debt issuance costs	(3,519)		(2,430)
Unsecured debt, net of debt issuance costs	1,541,481		1,242,570

Secured debt - fixed rate, carrying amount (1)	2,071		2,156
Unamortized debt issuance costs	(12)		(14)
Secured debt, net of debt issuance costs	2,059		2,142

Total debt, net of debt issuance costs	$	1,697,728	1,451,778

(1)These loans have a fixed interest rate or an effectively fixed interest rate due to interest rate swaps.

-16-

EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Until June 29, 2021, EastGroup had $350 million and $45 million unsecured bank credit facilities with margins over London Interbank Offered Rate (“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 $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 September 30, 2022, was LIBOR plus 77.5 basis points with an annual facility fee of 15 basis points. As of September 30, 2022, the Company had $120,000,000 of variable rate borrowings on this unsecured bank credit facility with a weighted average interest rate of 3.752%.

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 September 30, 2022, was LIBOR plus 77.5 basis points with an annual facility fee of 15 basis points. As of September 30, 2022, the interest rate was 3.918% on a balance of $35,883,000.

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.

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 (the “Securities Act”), 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 an annual rate of the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin (1.30% as of September 30, 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 June 2022, the Company assumed a $60 million loan in connection with the acquisition of Tulloch Corporation, the owner of an industrial real estate portfolio comprised of 14 operating properties and two parcels of land, which was immediately repaid with no penalty during June 2022.

In August 2022, the Company closed a $125 million senior unsecured term loan with interest only payments, bearing interest at the annual rate of SOFR plus an applicable margin based on the Company’s senior unsecured long-term debt rating and consolidated leverage ratio. The loan has a $75 million tranche with a five-year term and a $50 million tranche with a two-year term. The Company also entered into interest rate swap agreements to convert the loans’ SOFR rate components to fixed interest rates for the entire term of the loans, providing total effectively fixed interest rates of 4.00% and 4.09% on the $75 million and $50 million tranches, respectively.

-17-

EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

interest-only payments. The other $75 million note has a 12-year term and a fixed interest rate of 4.95% with semi-annual interest-only payments. The notes, dated August 16, 2022, were issued and sold on October 12, 2022. The notes will not be and have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

Scheduled principal payments on long-term debt, including Unsecured debt, net of debt issuance costs and Secured debt, net of debt issuance costs (not including Unsecured bank credit facilities, net of debt issuance costs), as of September 30, 2022, are as follows:


Years Ending December 31,	(In thousands)
2022 - Remainder of year	$	30
2023	115,119
2024	170,122
2025	145,128
2026	141,672
2027 and beyond	975,000
Total	$	1,547,071

(11) ACCOUNTS PAYABLE AND ACCRUED EXPENSES

A summary of the Company’s Accounts payable and accrued expenses follows:


	September 30, 2022		December 31, 2021
	(In thousands)
Property taxes payable	$	55,977	4,494
Development costs payable	33,398		17,529
Retainage payable	16,849		10,576
Real estate improvements and capitalized leasing costs payable	7,587		5,798
Interest payable	10,885		6,547
Dividends payable	55,785		46,864
Book overdraft (1)	421		4,845
Other payables and accrued expenses	10,048		13,107
Total Accounts payable and accrued expenses	$	190,950	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.

-18-

EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(12) OTHER LIABILITIES

A summary of the Company’s Other liabilities follows:


	September 30, 2022		December 31, 2021
	(In thousands)
Security deposits	$	33,629	28,343
Prepaid rent and other deferred income	18,290		16,401
Operating lease liabilities — Ground leases	20,206		22,898
Operating lease liabilities — Office leases	2,086		2,032

Acquired below market lease intangibles	10,810		8,124
Accumulated amortization of below market lease intangibles	(3,394)		(2,707)
Acquired below market lease intangibles, net of accumulated amortization	7,416		5,417

Interest rate swap liabilities	—		935
Tenant improvement cost liabilities	1,816		2,796
Other liabilities	16		3,516
Total Other liabilities	$	83,459	82,338

(13) COMPREHENSIVE INCOME

Total Comprehensive Income is comprised of net income plus all other changes in equity from non-owner sources and is presented on the Consolidated Statements of Income and Comprehensive Income. The components of Accumulated other comprehensive income (loss) are presented in the Company’s Consolidated Statement of Changes in Equity and are summarized below. See Note 14 for information regarding the Company’s interest rate swaps.


	Three Months Ended September 30,			Nine Months Ended September 30,
	2022		2021	2022	2021
	(In thousands)
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):
Balance at beginning of period	$	23,971	(3,801)	1,302	(10,752)
Other comprehensive income - interest rate swaps	17,157		1,325	39,826	8,276
Balance at end of period	$	41,128	(2,476)	41,128	(2,476)

(14) DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risk, including interest rate, liquidity and credit risk primarily by managing the amount, sources and duration of its debt funding and, to a limited extent, the use of derivative instruments.

Specifically, the Company has entered into derivative instruments to manage exposures that arise from business activities that result in the payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative instruments, described below, are used to manage differences in the amount, timing and duration of the Company’s known or expected cash payments principally related to certain of the Company’s borrowings.

The Company’s objective in using interest rate derivatives is to change variable interest rates to fixed interest rates by using interest rate swaps. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

-19-

EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of September 30, 2022, the Company had seven interest rate swaps outstanding, all of which are used to hedge the variable cash flows associated with unsecured loans. All of the Company’s interest rate swaps convert the related loans’ LIBOR or SOFR rate components to effectively fixed interest rates, and the Company has concluded that each of the hedging relationships is highly effective.

The changes in the fair value of derivatives designated and qualifying as cash flow hedges are recorded in Other comprehensive income (loss) and are subsequently reclassified into earnings through Interest expense as interest payments are made or received on the Company’s variable-rate debt in the period that the hedged forecasted transaction affects earnings. The Company estimates that an additional $12,778,000 will be reclassified from Other comprehensive income (loss) as a decrease to Interest expense over the next twelve months.

The Company’s valuation methodology for over-the-counter (“OTC”) derivatives is to discount cash flows based on Overnight Index Swap (“OIS”) rates. Uncollateralized or partially-collateralized trades are discounted at OIS rates but include appropriate economic adjustments for funding costs (i.e., a LIBOR-OIS basis adjustment to approximate uncollateralized cost of funds) and credit risk. The Company calculates its derivative valuations using mid-market prices.

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 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 nine months ended September 30, 2022, the Company entered into two new term loans and three swap agreements which are indexed to SOFR. Also, during the nine months ended September 30, 2022, EastGroup refinanced two existing term loans modifying the index from LIBOR to SOFR and concurrently amended the related swaps to reference SOFR rather than LIBOR. The Company’s unsecured bank credit facilities and two 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.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

-20-

EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of September 30, 2022 and December 31, 2021, the Company had the following outstanding interest rate derivatives that are designated as cash flow hedges of interest rate risk:


Interest Rate Derivative	Notional Amount as of September 30, 2022	Notional Amount as of December 31, 2021
	(In thousands)
Interest Rate Swap	—	$75,000
Interest Rate Swap	$65,000	$65,000
Interest Rate Swap	$100,000	$100,000
Interest Rate Swap	$100,000	$100,000
Interest Rate Swap	$50,000	$50,000
Interest Rate Swap	$100,000	—
Interest Rate Swap	$75,000	—
Interest Rate Swap	$50,000	—

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021. See Note 17 for additional information on the fair value of the Company’s interest rate swaps.

Derivatives

As of September 30, 2022

Derivatives

As of December 31, 2021

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

(In thousands)

Derivatives designated as cash flow hedges:

Interest rate swap assets

Other assets

41,128

Other assets

2,237

Interest rate swap liabilities

Other liabilities

—

Other liabilities

935

The table below presents the effect of the Company’s derivative financial instruments on the Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, 2022 and 2021:


	Three Months Ended September 30,			Nine Months Ended September 30,
	2022		2021	2022	2021
	(In thousands)
DERIVATIVES IN CASH FLOW HEDGING RELATIONSHIPS
Interest Rate Swaps:
Amount of income recognized in Other comprehensive income (loss) on derivatives	$	18,162	247	39,517	5,015
Amount of (income) loss reclassified from Accumulated other comprehensive income (loss) into Interest expense	(1,005)		1,078	309	3,261

See Note 13 for additional information on the Company’s Accumulated other comprehensive income (loss) resulting from its interest rate swaps.

Derivative financial agreements expose the Company to credit risk in the event of non-performance by the counterparties under the terms of the interest rate hedge agreements. The Company believes it minimizes the credit risk by transacting with financial institutions the Company regards as credit-worthy.

The Company has an agreement with its derivative counterparties containing a provision stating that the Company could be declared in default on its derivative obligations if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender. If the Company breached any of these provisions it would be required to settle its obligations under the agreements at their termination value of $41,823,000 as of September 30, 2022.

(15) EARNINGS PER SHARE

The Company applies ASC 260, Earnings Per Share, which requires companies to present basic and diluted earnings per share (“EPS”). Basic EPS represents the amount of earnings for the period attributable to each share of common stock outstanding

-21-

EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

during the reporting period. The Company’s basic EPS is calculated by dividing Net Income Attributable to EastGroup Properties, Inc. Common Stockholders by the weighted average number of common shares outstanding. The weighted average number of common shares outstanding does not include any potentially dilutive securities or any unvested restricted shares of common stock. These unvested restricted shares, although classified as issued and outstanding, are considered forfeitable until the restrictions lapse and will not be included in the basic EPS calculation until the shares are vested.

Diluted EPS represents the amount of earnings for the period attributable to each share of common stock outstanding during the reporting period and to each share that would have been outstanding assuming the issuance of common shares for all dilutive potential common shares outstanding during the reporting period. The Company calculates diluted EPS by dividing Net Income Attributable to EastGroup Properties, Inc. Common Stockholders by the weighted average number of common shares outstanding plus the dilutive effect of unvested restricted stock. The dilutive effect of unvested restricted stock is determined using the treasury stock method.

Reconciliation of the numerators and denominators in the basic and diluted EPS computations is as follows:


	Three Months Ended September 30,			Nine Months Ended September 30,
	2022		2021	2022	2021
	(In thousands)
BASIC EPS COMPUTATION FOR NET INCOME ATTRIBUTABLE TO EASTGROUP PROPERTIES, INC. COMMON STOCKHOLDERS
Numerator – net income attributable to common stockholders	$	37,792	30,771	147,511	85,668
Denominator – weighted average shares outstanding	43,467		40,434	42,308	40,058
DILUTED EPS COMPUTATION FOR NET INCOME ATTRIBUTABLE TO EASTGROUP PROPERTIES, INC. COMMON STOCKHOLDERS
Numerator – net income attributable to common stockholders	$	37,792	30,771	147,511	85,668
Denominator:
Weighted average shares outstanding	43,467		40,434	42,308	40,058
Unvested restricted stock	114		133	111	107
Weighted average diluted shares outstanding	43,581		40,567	42,419	40,165

(16) STOCK-BASED COMPENSATION

EastGroup applies the provisions of ASC 718, Compensation - Stock Compensation, to account for its stock-based compensation plans. ASC 718 requires that the compensation cost relating to share-based payment transactions be recognized in the financial statements and that the cost be measured on the fair value of the equity or liability instruments issued. The cost for market-based awards and awards that only require service are expensed on a straight-line basis over the requisite service periods. The cost for performance-based awards is determined using the graded vesting attribution method which recognizes each separate vesting portion of the award as a separate award on a straight-line basis over the requisite service period. This method accelerates the expensing of the award compared to the straight-line method. For awards with a performance condition, compensation expense is recognized when the performance condition is considered probable of achievement.

The total compensation expense for service and performance based awards is based upon the fair market value of the shares on the grant date. The grant date fair value for awards that have been granted and are subject to a future market condition (total shareholder return) are determined using a Monte Carlo simulation pricing model developed to specifically accommodate the unique features of the awards.

During the restricted period for awards no longer subject to contingencies, the Company accrues dividends and holds the certificates for the shares; however, the employee can vote the shares. Share certificates and dividends are delivered to the employee as they vest. Forfeitures of awards are recognized as they occur.

The Compensation Committee of the Company’s Board of Directors (the “Committee”) approves long-term and annual equity compensation awards for the Company’s executive officers. The vesting periods of the Company’s restricted stock plans vary, as determined by the Committee. Restricted stock is granted to executive officers subject to both continued service and the satisfaction of certain annual performance goals and multi-year market conditions as determined by the Committee.

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EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The long-term compensation awards include components based on the Company’s total shareholder return over the upcoming three-year period and the employee’s continued service as of the vesting dates. The total shareholder return component is subject to bright-line tests that compare the Company’s total shareholder return to the Nareit Equity Index and to the member companies of the Nareit industrial index. The Company begins recognizing expense for these awards based on the grant date fair value of the awards which is determined using a simulation pricing model developed to specifically accommodate the unique features of the award. These market-based awards are expensed on a straight-line basis over the requisite service period (75% vests at the end of the three-year performance period and 25% vests the following year). The long-term awards subject only to continuing employment are expensed on a straight-line basis over the requisite service period (25% vests in each of the following four years).

The annual equity compensation awards include components based on certain annual Company performance measures and individual annual performance goals over the upcoming year. The certain Company performance measures for 2022 are: (i) funds from operations (“FFO”) per share, (ii) cash same property net operating income change, (iii) debt-to-EBITDAre ratio, and (iv) fixed charge coverage. The Company begins recognizing expense for its estimate of the shares that could be earned pursuant to these awards on the grant date; the expense is adjusted to estimated performance levels during the performance period and to actual upon the determination of the awards. The shares are expensed using the graded vesting attribution method which recognizes each separate vesting portion of the award as a separate award on a straight-line basis over the requisite service period (34% vests at the end of the one-year performance period and 33% vests in each of the following two years). Any shares issued pursuant to the individual annual performance goals are determined by the Committee in its discretion following the performance period. The Company begins recognizing the expense for the shares on the grant date and will expense on a straight-line basis over the remaining service period (34% vests at the end of the one-year performance period and 33% vests in each of the following two years).

Equity compensation is also awarded to the Company’s non-executive officers and directors, which are subject to service only conditions and expensed on a straight-line basis over the required service period. The total compensation expense is based upon the fair market value of the shares on the grant date.

The Committee has adopted an Equity Award Retirement Policy (the “retirement policy”) which allows for accelerated vesting of unvested shares for retirement-eligible employees (defined as employees who meet certain age and years of service requirements). In order to qualify for accelerated vesting upon retirement, the eligible employees must provide required notification under the retirement policy and must retire from the Company. The Company has adjusted its stock-based compensation expense to accelerate the recognition of expense for retirement-eligible employees.

Stock-based compensation cost for employees was $2,625,000 and $8,175,000 for the three and nine months ended September 30, 2022, of which $645,000 and $1,981,000 were capitalized as part of the Company’s development costs. For the three and nine months ended September 30, 2021, stock-based compensation cost for employees was $2,458,000 and $6,791,000, of which $632,000 and $1,661,000 were capitalized as part of the Company’s development costs.

Stock-based compensation expense for directors was $230,000 and $336,000 for the three and nine months ended September 30, 2022, respectively, and $3,000 and $710,000 for the same periods in 2021.

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EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Following is a summary of the total restricted shares granted, forfeited and delivered (vested) to participants with the related weighted average grant date fair value share prices. Of the shares that vested in the nine months ended September 30, 2022, the Company withheld 34,251 shares to satisfy the tax obligations for those participants who elected this option as permitted under the applicable equity plan. As of the grant dates, the fair value of shares that were granted during the nine months ended September 30, 2022 was $9,560,000. As of the vesting dates, the aggregate fair value of shares that vested during the nine months ended September 30, 2022 was $17,132,000.


Award Activity:	Three Months Ended September 30, 2022			Nine Months Ended September 30, 2022
	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
Unvested at beginning of period	102,560	$	133.28	106,212	$	116.38
Granted (1) (2)	—	—		76,913	124.30
Forfeited	—	—		—	—
Vested	(52)	120.39		(80,617)	102.43
Unvested at end of period	102,508	$	133.29	102,508	$	133.29

(1) Includes shares granted in prior years for which performance conditions have been satisfied and the number of shares have been determined.

(2) Does not include the restricted shares that may be earned if the performance goals established in 2020 and 2021 for long-term performance and in 2022 for annual and long-term performance are achieved. Depending on the actual level of achievement of the goals at the end of the open performance periods, the number of shares earned could range from zero to 105,485.

(17) FAIR VALUE OF FINANCIAL INSTRUMENTS

ASC 820, Fair Value Measurement, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also provides guidance for using fair value to measure financial assets and liabilities. The FASB Codification requires disclosure of the level within the fair value hierarchy in which the fair value measurements fall, including measurements using quoted prices in active markets for identical assets or liabilities (Level 1), quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active (Level 2) and significant valuation assumptions that are not readily observable in the market (Level 3).

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments in accordance with ASC 820 at September 30, 2022 and December 31, 2021.


	September 30, 2022			December 31, 2021
	Carrying Amount (1)		Fair Value	Carrying Amount (1)	Fair Value
	(In thousands)
Financial Assets:
Cash and cash equivalents	$	4,848	4,848	4,393	4,393


Interest rate swap assets	41,128		41,128	2,237	2,237
Financial Liabilities:
Unsecured bank credit facilities - variable rate (2)	155,883		155,354	209,210	209,202

Unsecured debt (2)	1,545,000		1,427,208	1,245,000	1,267,702
Secured debt (2)	2,071		1,996	2,156	2,269
Interest rate swap liabilities	—		—	935	935

(1) Carrying amounts shown in the table are included on the Consolidated Balance Sheets under the indicated captions, except as explained in the notes below.

(2) Carrying amounts and fair values shown in the table exclude debt issuance costs (see Note 10 for additional information).

The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

Cash and cash equivalents: The carrying amounts approximate fair value due to the short maturity of those instruments.

Interest rate swap assets (included in Other assets on the Consolidated Balance Sheets): The instruments are recorded at fair value based on models using inputs, such as interest rate yield curves, LIBOR and SOFR swap curves and OIS curves,

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EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

observable for substantially the full term of the contract (Level 2 input). See Note 14 for additional information on the Company’s interest rate swaps.

Unsecured bank credit facilities: The fair value of the Company’s unsecured bank credit facilities is estimated by discounting expected cash flows at current market rates (Level 2 input), excluding the effects of debt issuance costs.

Unsecured debt: The fair value of the Company’s unsecured debt is estimated by discounting expected cash flows at the rates currently offered to the Company for debt of the same remaining maturities, as advised by the Company’s bankers (Level 2 input), excluding the effects of debt issuance costs.

Secured debt: The fair value of the Company’s secured debt is estimated by discounting expected cash flows at the rates currently offered to the Company for debt of the same remaining maturities, as advised by the Company’s bankers (Level 2 input), excluding the effects of debt issuance costs.

Interest rate swap liabilities (included in Other liabilities on the Consolidated Balance Sheets): The instruments are recorded at fair value based on models using inputs, such as interest rate yield curves, LIBOR and SOFR swap curves and OIS curves, observable for substantially the full term of the contract (Level 2 input). See Note 14 for additional information on the Company’s interest rate swaps.

(18) RISKS AND UNCERTAINTIES

The state of the overall economy can significantly impact the Company’s operational performance and thus impact its financial position. Should EastGroup experience a significant decline in operational performance, it may affect the Company’s ability to make distributions to its shareholders, service debt or meet other financial obligations.

(19) LEGAL MATTERS

(20) 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.

(21) SUBSEQUENT EVENTS

Subsequent to September 30, 2022, EastGroup acquired 60.9 acres of development land in Atlanta for approximately $5.6 million. The Company has future plans to construct five buildings totaling approximately 750,000 square feet.

Also subsequent to September 30, 2022, the Company closed on the acquisition of 87.5 acres of development land in Austin for approximately $30.1 million. The Company has future plans to construct seven buildings totaling approximately 1,007,000 square feet.

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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;

•disruption in supply and delivery chains;

•construction costs could increase as a result of inflation impacting the costs 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 coronavirus (“COVID-19”) pandemic;

•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;

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•potentially catastrophic events such as acts of war, civil unrest and terrorism; 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.

During the three and nine month periods ended September 30, 2022, economic uncertainty and stock market volatility have increased due to a number of factors, including the continuing COVID-19 pandemic, lingering supply chain disruptions, rising inflation, and increasing interest rates. While these factors have not had a significant adverse impact on EastGroup to date, they may adversely impact the Company in the future. Most of the Company’s leases include scheduled rent increases. Additionally, most of the Company’s leases require the tenants to pay their pro rata share of operating expenses, including real estate taxes, insurance and common area maintenance, thereby reducing the Company’s exposure to increases in operating expenses resulting from inflation or other factors. In the event inflation causes increases in the Company’s general and administrative expenses, or higher interest rates increase the Company’s cost of doing business, such increased costs would not be passed through to tenants and could adversely affect the Company’s results of operations. The Company continues to monitor these supply chain, inflation and interest rate factors, as well as the uncertainty resulting from the overall economic environment.

EastGroup believes its current operating cash flow and unsecured bank credit facilities provide the capacity to fund the operations of the Company, and the Company also believes it can issue common and/or preferred equity and obtain debt financing on currently acceptable terms. During the three months ended September 30, 2022, EastGroup issued 6,368 shares of common stock through its continuous common equity offering program, providing net proceeds to the Company of $1.0 million. During the nine months ended September 30, 2022, EastGroup issued 391,906 shares of common stock through its continuous common equity offering program, providing net proceeds to the Company of $75.2 million. Also during the nine months ended September 30, 2022, the Company closed a $100 million senior unsecured term loan with an effectively fixed interest rate of 3.06%, the private placement of $150 million of senior unsecured notes with a fixed interest rate of 3.03%, and a $125 million senior unsecured term loan with a $75 million tranche and a $50 million tranche. The $75 million tranche has an effectively fixed interest rate of 4.00%, and the $50 million tranche has an effectively fixed interest rate of 4.09%. Additionally, the Company and a group of lenders agreed to terms on the private placement of two senior unsecured notes totaling $150 million during the nine months ended September 30, 2022. One note for $75 million has a fixed interest rate of 4.90%, and the other $75 million note has a fixed interest rate of 4.95%. The notes, dated August 16, 2022, were issued and sold on October 12, 2022. 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 nine months ended September 30, 2022, EastGroup executed new and renewal leases on 7,304,000 square feet (14.4% of the operating portfolio’s total square footage of 50,698,000). For new and renewal leases signed during the first nine months of 2022, average rental rates increased by 36.4% 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 September 30, 2022), increased 7.2% for the nine months ended September 30, 2022 as compared to the same period in 2021.

EastGroup’s operating portfolio was 99.0% leased and 98.5% occupied as of September 30, 2022, compared to 98.8% and 97.6%, respectively, at September 30, 2021. As of October 25, 2022, the operating portfolio was 99.3% leased and 98.7% occupied. Leases scheduled to expire for the remainder of 2022 were 2.6% of the operating portfolio on a square foot basis at September 30, 2022, and this percentage was reduced to 2.2% as of October 25, 2022.

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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 nine months ended September 30, 2022, EastGroup acquired four value-add projects located in Houston, Phoenix, San Francisco, and Greenville containing 1,044,000 square feet for $122.9 million. EastGroup also acquired 286.0 acres of development land in nine cities for $77.6 million. During the same period, the Company began construction of 13 development projects containing 2,317,000 square feet in 10 cities. EastGroup also transferred 11 development and value-add projects (2,334,000 square feet) in nine cities from its development and value-add program to real estate properties, with costs of $324.1 million at the date of transfer. As of September 30, 2022, EastGroup’s development and value-add program consisted of 27 projects (4,934,000 square feet) located in 14 cities. The projected total investment for the development and value-add projects, which were collectively 48% leased as of October 25, 2022, is $600.8 million, of which $191.8 million remained to be invested as of September 30, 2022.

During the nine months ended September 30, 2022, EastGroup closed the acquisition of Tulloch Corporation, the owner of an industrial real estate portfolio that included 14 operating properties located in Sacramento and San Francisco containing 1,706,000 square feet. The portfolio also included two land parcels located in Sacramento and San Francisco totaling 10.5 acres. As consideration in connection with the acquisition, EastGroup assumed a loan with an outstanding principal balance of $60 million, which the Company immediately repaid with no penalty in June 2022, and issued 1,868,809 shares of the Company’s common stock.

During the nine months ended September 30, 2022, EastGroup sold 287,000 square feet of operating properties, generating gross sales proceeds of $52.4 million. The Company recognized $41.0 million in Gain on sales of real estate investments during the nine months ended September 30, 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.

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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 and nine months ended September 30, 2022, Same Properties includes properties which were included in the operating portfolio for the entire period from January 1, 2021 through September 30, 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 and nine months ended September 30, 2022 and 2021.


	Three Months Ended September 30,			Nine Months Ended September 30,
	2022		2021	2022	2021
	(In thousands)
NET INCOME	$	37,817	30,792	147,586	85,727
Gain on sales of real estate investments	—		—	(40,999)	—



Interest income	(36)		(2)	(42)	(6)
Other revenue	(88)		(13)	(165)	(40)
Indirect leasing costs	119		133	410	597

Depreciation and amortization	39,277		32,263	113,079	93,925
Company’s share of depreciation from unconsolidated investment	31		34	93	102
Interest expense	9,771		8,416	26,851	24,873
General and administrative expense	3,967		3,559	12,503	12,081

Noncontrolling interest in PNOI of consolidated joint ventures	(31)		(15)	(84)	(46)
PROPERTY NET OPERATING INCOME (“PNOI”)	90,827		75,167	259,232	217,213
PNOI from 2021 and 2022 acquisitions	(5,888)		(702)	(11,434)	(738)
PNOI from 2021 and 2022 development and value-add properties	(9,906)		(2,767)	(25,023)	(6,107)
PNOI from 2021 and 2022 operating property dispositions	—		(867)	(237)	(2,585)
Other PNOI	108		(39)	221	(166)
SAME PNOI	75,141		70,792	222,759	207,617
Net lease termination fee income from same properties	(24)		(353)	(1,115)	(947)
SAME PNOI EXCLUDING INCOME FROM LEASE TERMINATIONS	$	75,117	70,439	221,644	206,670

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PNOI was calculated as follows for the three and nine months ended September 30, 2022 and 2021.


	Three Months Ended September 30,			Nine Months Ended September 30,
	2022		2021	2022	2021
	(In thousands)
Income from real estate operations	$	125,570	104,584	357,020	302,063
Expenses from real estate operations	(35,033)		(29,644)	(98,643)	(85,521)
Noncontrolling interest in PNOI of consolidated joint ventures	(31)		(15)	(84)	(46)
PNOI from 50% owned unconsolidated investment	321		242	939	717
PROPERTY NET OPERATING INCOME (“PNOI”)	$	90,827	75,167	259,232	217,213

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 and nine months ended September 30, 2022 and 2021.


	Three Months Ended September 30,			Nine Months Ended September 30,
	2022		2021	2022	2021
	(In thousands, except per share data)
NET INCOME ATTRIBUTABLE TO EASTGROUP PROPERTIES, INC. COMMON STOCKHOLDERS	$	37,792	30,771	147,511	85,668
Depreciation and amortization	39,277		32,263	113,079	93,925
Company’s share of depreciation from unconsolidated investment	31		34	93	102
Depreciation and amortization from noncontrolling interest	(5)		—	(14)	—
Gain on sales of real estate investments	—		—	(40,999)	—


FUNDS FROM OPERATIONS (“FFO”) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	77,095	63,068	219,670	179,695
Net income attributable to common stockholders per diluted share	$	0.87	0.76	3.48	2.13
Funds from operations (“FFO”) attributable to common stockholders per diluted share	$	1.77	1.55	5.18	4.47
Diluted shares for earnings per share and funds from operations	43,581		40,567	42,419	40,165

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 September 30, 2022, FFO was $1.77 per share compared with $1.55 per share for the same period of 2021, an increase of 14.2%. For the nine months ended September 30, 2022, FFO was $5.18 per share compared with $4.47 per share for the same period of 2021, an increase of 15.9%.

•For the three months ended September 30, 2022, PNOI increased by $15,660,000, or 20.8%, as compared to the same period in 2021. PNOI increased $7,139,000 from newly developed and value-add properties, $5,186,000 from 2021 and 2022 acquisitions and $4,349,000 from same property operations; PNOI decreased $867,000 from operating properties sold in 2021 and 2022.

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For the nine months ended September 30, 2022, PNOI increased by $42,019,000, or 19.3%, as compared to the same period in 2021. PNOI increased $18,916,000 from newly developed and value-add properties, $15,142,000 from same property operations and $10,696,000 from 2021 and 2022 acquisitions; PNOI decreased $2,348,000 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 September 30, 2022). Same PNOI, excluding income from lease terminations, increased 6.6% and 7.2% for the three and nine months ended September 30, 2022, as compared to the same periods 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 September 30, 2022). Same property average occupancy was 98.3% for the three months ended September 30, 2022, compared to 97.8% for the same period of 2021. Same property average occupancy was 98.1% for the nine months ended September 30, 2022, compared to 97.3% 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 September 30, 2022 was 98.5%. Quarter-end occupancy ranged from 97.4% to 98.5% over the previous four quarters ended September 30, 2021 to June 30, 2022.

•Rental rate change represents the rental rate increase or decrease on new and renewal leases compared to the prior leases on the same space. Rental rate increases on new and renewal leases (4.6% of the operating portfolio’s total square footage) averaged 39.4% for the three months ended September 30, 2022. For the nine months ended September 30, 2022, rental rate increases on new and renewal leases (14.4% of the operating portfolio’s total square footage) averaged 36.4%.

•Lease termination fee income is included in Income from real estate operations. Lease termination fee income for the three and nine months ended September 30, 2022 was $24,000 and $2,397,000, respectively, compared to $353,000 and $947,000 for the same periods 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 reserves for uncollectible rent of $198,000 and $128,000 for the three and nine months ended September 30, 2022, respectively, compared to net recoveries of $256,000 and $346,000 for the same periods of 2021. 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 and nine months ended September 30, 2022.

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.

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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.

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FINANCIAL CONDITION

EastGroup’s Total Assets were $3,962,323,000 at September 30, 2022, an increase of $746,987,000 from December 31, 2021. Total Liabilities increased $328,261,000 to $1,972,137,000, and Total Equity increased $418,726,000 to $1,990,186,000 during the same period. The following paragraphs explain these changes in additional detail.

Assets

Real Estate Properties

Real estate properties increased $704,568,000 during the nine months ended September 30, 2022, primarily due to: (i) the acquisition of 14 operating properties; (ii) the transfer of 11 projects from Development and value-add properties to Real estate properties (as detailed under Development and Value-Add Properties below); (iii) capital improvements at the Company’s properties; and (iv) costs incurred on development and value-add projects subsequent to transfer to Real estate properties discussed below. These increases were partially offset by operating property dispositions discussed below.

During the nine months ended September 30, 2022, EastGroup acquired the following operating properties:

OPERATING PROPERTIES ACQUIRED IN 2022

Location

Size

Date
Acquired

Cost (1)

(Square feet)

(In thousands)

Cebrian Distribution Center and Reed Distribution

Center (2)

Sacramento, CA

329,000

06/01/2022

49,726

6th Street Business Center, Benicia Distribution

Center 1-5, Ettie Business Center, Laura

Alice Business Center, Preston

Distribution Center, Sinclair Distribution

Center, Transit Distribution Center and

Whipple Business Center (2)

San Francisco, CA

1,377,000

06/01/2022

309,404

Total operating property acquisitions

1,706,000

359,130

(1)Cost is calculated in accordance with FASB ASC 805, Business Combinations, and represents the sum of the purchase price, closing costs and capitalized acquisition costs. Refer to Note 7 in the Notes to Consolidated Financial Statements.

(2)The Company acquired these operating properties along with two land parcels, also in Sacramento, CA and San Francisco, CA, in connection with its acquisition of Tulloch Corporation in June 2022. Size and cost are presented on an aggregate basis for the properties located in Sacramento, CA and San Francisco, CA, respectively. In consideration for this acquisition, the Company assumed a $60,000,000 loan and issued 1,868,809 shares of the Company’s common stock.

During the nine months ended September 30, 2022, the Company made capital improvements of $29,297,000 on existing properties (included in the Real Estate Improvements table under Results of Operations). Also, the Company incurred costs of $9,346,000 on development and value-add properties subsequent to transfer to Real estate properties; the Company records these expenditures as development and value-add costs on the Consolidated Statements of Cash Flows.

During the nine months ended September 30, 2022, EastGroup sold 287,000 square feet of operating properties, generating gross sales proceeds of $52,410,000. The Company recognized $40,999,000 in Gain on sales of real estate investments during the nine months ended September 30, 2022.

Development and Value-Add Properties

EastGroup’s investment in Development and value-add properties at September 30, 2022 consisted of projects in lease-up and under construction of $409,017,000 and prospective development (primarily land) of $169,558,000. The Company’s total investment in Development and value-add properties at September 30, 2022 was $578,575,000 compared to $504,614,000 at December 31, 2021. Total capital invested for development during the first nine months of 2022 was $395,313,000, which primarily consisted of costs of $368,136,000 and $29,911,000 as detailed in the Development and Value-Add Properties Activity table below and costs of $9,346,000 on properties subsequent to transfer to Real estate properties. These costs were partially offset by development spending prepaid in prior periods and the cost of development land acquired in the acquisition of Tulloch Corporation. 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 $2,388,000 and $7,474,000 for the three and nine months ended September 30, 2022, respectively, compared to $2,031,000 and $5,311,000 for the same periods of 2021.

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During the nine months ended September 30, 2022, EastGroup acquired the following value-add properties:

VALUE-ADD PROPERTIES ACQUIRED IN 2022

Location

Size

Date
Acquired

Cost (1)

(Square feet)

(In thousands)

Cypress Preserve 1 & 2

Houston, TX

516,000

03/28/2022

54,462

Zephyr Distribution Center

San Francisco, CA

82,000

04/08/2022

29,017

Mesa Gateway Commerce Center

Phoenix, AZ

147,000

04/15/2022

18,315

Access Point 3

Greenville, SC

299,000

07/12/2022

21,127

Total value-add property acquisitions

1,044,000

122,921

(1)Represents the sum of the purchase price, closing costs and capitalized acquisition costs.

Also during the nine months ended September 30, 2022, the Company acquired 286.0 acres of development land in nine cities for $77,645,000. Costs associated with these acquisitions are included in the Development and Value-Add Properties Activity table. The land acquisitions in San Francisco and Sacramento were acquired in connection with the Company’s acquisition of Tulloch Corporation in June 2022. These increases were offset by the transfer of 11 development and value-add projects to Real estate properties during the nine months ended September 30, 2022 with a total investment of $324,086,000 as of the date of transfer.

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		Costs Incurred					Anticipated Building Conversion Date
DEVELOPMENT AND VALUE-ADD PROPERTIES ACTIVITY		Costs Transferred in 2022 (1)		For the Nine Months Ended 9/30/2022	Cumulative as of 9/30/2022	Projected Total Costs
		(In thousands)
LEASE-UP	Building Size (Square feet)
Mesa Gateway, Phoenix, AZ (2)	147,000	$	—	18,636	18,636	22,600	11/22
Tri-County Crossing 5, San Antonio, TX	106,000	—		4,477	10,077	11,600	11/22
45 Crossing, Austin, TX	177,000	—		8,165	25,225	26,900	12/22
Basswood 1 & 2, Fort Worth, TX	237,000	—		6,959	22,188	25,100	01/23
Cypress Preserve 1 & 2, Houston, TX (2)	516,000	—		54,021	54,021	57,800	03/23
Zephyr, San Francisco, CA (2)	82,000	—		28,863	28,863	29,800	04/23
Access Point 3, Greenville, SC (2)	299,000	—		22,472	22,472	24,400	07/23
Grand West Crossing 1, Houston, TX	121,000	—		4,143	13,012	15,700	07/23
Tri-County Crossing 6, San Antonio, TX	124,000	—		5,922	9,704	10,600	08/23
Grand Oaks 75 4, Tampa, FL	185,000	—		9,537	15,915	17,900	09/23
McKinney 3 & 4, Dallas, TX	212,000	—		10,803	21,241	26,800	09/23
Total Lease-Up	2,206,000	—		173,998	241,354	269,200
UNDER CONSTRUCTION
World Houston 47, Houston, TX	139,000	4,506		11,566	16,072	19,100	12/22
Horizon West 4, Orlando, FL	295,000	6,176		16,323	22,499	28,700	01/23
SunCoast 11, Fort Myers, FL	79,000	1,524		5,630	7,154	9,900	01/23
SunCoast 12, Fort Myers, FL	79,000	—		3,762	7,940	9,300	01/23
LakePort 4 & 5, Dallas, TX	177,000	—		9,373	17,311	24,000	11/23
Arlington Tech 3, Fort Worth, TX	77,000	1,980		5,055	7,035	10,300	12/23
Hillside 1, Greenville, SC	122,000	632		5,930	6,562	11,600	12/23
I-20 West Business Center, Atlanta, GA	155,000	—		9,097	12,061	15,500	12/23
Gateway 2, Miami, FL	133,000	8,049		5,174	13,223	23,700	02/24
Horizon West 1, Orlando, FL	97,000	3,730		2,719	6,449	13,200	03/24
Steele Creek 11 & 12, Charlotte, NC	241,000	2,857		6,721	9,578	24,900	04/24
Springwood 1 & 2, Houston, TX	292,000	6,741		10,950	17,691	33,300	05/24
Stonefield 35 1-3, Austin, TX	274,000	10,279		2,487	12,766	35,300	06/24
SunCoast 10, Fort Myers, FL	100,000	1,624		460	2,084	13,600	06/24
McKinney 1 & 2, Dallas, TX	172,000	4,261		240	4,501	27,300	08/24
Cass White 1 & 2, Atlanta, GA	296,000	3,534		1,203	4,737	31,900	10/24





Total Under Construction	2,728,000	55,893		96,690	167,663	331,600
The Development and Value-Add Properties Activity table is continued on the following page.

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		Costs Incurred
		Costs Transferred in 2022 (1)		For the Nine Months Ended 9/30/2022	Cumulative as of 9/30/2022
		(In thousands)
PROSPECTIVE DEVELOPMENT (PRIMARILY LAND)	Estimated Building Size (Square feet)
Phoenix, AZ	655,000	—		15,170	15,170
Sacramento, CA	93,000	—		3,098	3,098
San Francisco, CA	65,000	—		3,561	3,561
Fort Myers, FL	364,000	(3,148)		1,815	6,965
Miami, FL	510,000	(8,049)		17,651	23,933
Orlando, FL	886,000	(9,906)		878	17,210
Tampa, FL	32,000	—		—	825
Atlanta, GA	751,000	(3,534)		6,785	8,309
Jackson, MS	28,000	—		—	706
Charlotte, NC	1,146,000	(2,857)		1,319	13,566
Greenville, SC	476,000	(632)		3,994	5,098
Austin, TX	550,000	(10,279)		19,297	15,449
Dallas, TX	—	(4,261)		457	4,594
Fort Worth, TX	575,000	(1,980)		1,459	14,806
Houston, TX	1,536,000	(11,247)		16,667	30,253
San Antonio, TX	277,000	—		5,297	6,015
Total Prospective Development	7,944,000	(55,893)		97,448	169,558
	12,878,000	$	—	368,136	578,575



DEVELOPMENT AND VALUE-ADD PROPERTIES TRANSFERRED TO REAL ESTATE PROPERTIES DURING 2022	Building Size (Square feet)						Building Conversion Date
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
Access Point 2, Greenville, SC (2)	159,000	—		601	12,232		05/22
Grand Oaks 75 3, Tampa, FL	136,000	—		1,205	11,397		06/22
Siempre Viva 3-6, San Diego, CA (2)	547,000	—		595	133,283		06/22
Steele Creek 8, Charlotte, NC	72,000	—		5,142	7,870		07/22
CreekView 9 & 10, Dallas, TX	145,000	—		4,210	15,546		08/22
Gateway 3, Miami, FL	133,000	—		4,903	18,069		08/22
Ridgeview 3, San Antonio, TX	88,000	—		3,513	9,317		08/22
Americas Ten 2, El Paso, TX	169,000	—		5,254	14,354		09/22
Horizon West 2 & 3, Orlando, FL	210,000	—		1,597	18,787		09/22




Total Transferred to Real Estate Properties	2,334,000	$	—	29,911	324,086	(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 acquisitions.

(3) Represents cumulative costs at the date of transfer.

Accumulated Depreciation

Accumulated depreciation on real estate, development and value-add properties increased $85,591,000 during the nine months ended September 30, 2022, primarily due to depreciation expense, partially offset by the sale of three operating properties totaling 287,000 square feet.

Real Estate Assets Held for Sale

Real estate assets held for sale decreased $5,695,000 during the nine months ended September 30, 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 September 30, 2022.

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Other Assets

Other assets increased $58,943,000 during the nine months ended September 30, 2022. A summary of Other assets follows:


	September 30, 2022		December 31, 2021
	(In thousands)
Leasing costs (principally commissions)	$	136,376	116,772
Accumulated amortization of leasing costs	(47,217)		(42,193)
Leasing costs (principally commissions), net of accumulated amortization	89,159		74,579

Acquired in-place lease intangibles	39,282		31,561
Accumulated amortization of acquired in-place lease intangibles	(16,092)		(13,038)
Acquired in-place lease intangibles, net of accumulated amortization	23,190		18,523

Acquired above market lease intangibles	840		885
Accumulated amortization of acquired above market lease intangibles	(566)		(508)
Acquired above market lease intangibles, net of accumulated amortization	274		377

Straight-line rents receivable	58,178		51,970
Accounts receivable	6,449		7,133

Interest rate swap assets	41,128		2,237
Right of use assets — Office leases (operating)	2,015		1,984
Escrow deposits and prepaid costs for pending transactions	5,198		3,864
Prepaid insurance	3,826		7,793
Goodwill	990		990
Receivable for tenant improvement cost reimbursements	619		7,680
Prepaid expenses and other assets	10,137		5,090
Total Other assets	$	241,163	182,220

Liabilities

Unsecured bank credit facilities, net of debt issuance costs decreased $52,878,000 during the nine months ended September 30, 2022, mainly due to repayments of $749,053,000 and new debt issuance costs incurred during the period, partially offset by borrowings of $695,726,000 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 $298,911,000 during the nine months ended September 30, 2022, primarily due to the closing of a $100 million senior unsecured term loan in March, closing the private placement of $150 million senior unsecured notes in April, the closing of a $125 million senior unsecured term loan in August, 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 $83,000 during the nine months ended September 30, 2022. The decrease resulted from regularly scheduled principal payments of $70,000 and amortization of premiums, partially offset by the amortization of debt issuance costs during the period. Also during the nine months ended September 30, 2022, the Company assumed a $60 million loan in the acquisition of operating properties and development land, which was repaid with no penalty during the same period.

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Accounts payable and accrued expenses increased $81,190,000 during the nine months ended September 30, 2022. A summary of the Company’s Accounts payable and accrued expenses follows:


	September 30, 2022		December 31, 2021
	(In thousands)
Property taxes payable	$	55,977	4,494
Development costs payable	33,398		17,529
Retainage payable	16,849		10,576
Real estate improvements and capitalized leasing costs payable	7,587		5,798
Interest payable	10,885		6,547
Dividends payable	55,785		46,864
Book overdraft (1)	421		4,845
Other payables and accrued expenses	10,048		13,107
Total Accounts payable and accrued expenses	$	190,950	109,760

Other liabilities increased $1,121,000 during the nine months ended September 30, 2022. A summary of the Company’s Other liabilities follows:


	September 30, 2022		December 31, 2021
	(In thousands)
Security deposits	$	33,629	28,343
Prepaid rent and other deferred income	18,290		16,401
Operating lease liabilities — Ground leases	20,206		22,898
Operating lease liabilities — Office leases	2,086		2,032

Acquired below market lease intangibles	10,810		8,124
Accumulated amortization of below market lease intangibles	(3,394)		(2,707)
Acquired below market lease intangibles, net of accumulated amortization	7,416		5,417

Interest rate swap liabilities	—		935
Tenant improvement cost liabilities	1,816		2,796
Other liabilities	16		3,516
Total Other liabilities	$	83,459	82,338

Equity

Additional paid-in capital increased $380,011,000 during the nine months ended September 30, 2022, primarily due to: (i) the issuance of 1,868,809 shares of common stock in connection with the acquisition of Tulloch Corporation, the owner of an industrial real estate portfolio comprised of 14 operating properties and two parcels of land, in the net amount of $303,682,000; (ii) the issuance of common stock under the Company’s continuous common equity offering program (as discussed in Liquidity and Capital Resources); and (iii) activity related to stock-based compensation (as discussed in Note 16 in the Notes to Consolidated Financial Statements). During the nine months ended September 30, 2022, EastGroup issued 391,906 shares of common stock under its continuous common equity offering program with net proceeds to the Company of $75,189,000.

For the nine months ended September 30, 2022, Distributions in excess of earnings increased $1,007,000 as a result of dividends on common stock of $148,518,000 exceeding Net Income Attributable to EastGroup Properties, Inc. Common Stockholders of $147,511,000.

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Accumulated other comprehensive income increased $39,826,000 during the nine months ended September 30, 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 and nine months ended September 30, 2022 was $37,792,000 ($0.87 per basic and diluted share) and $147,511,000 ($3.49 per basic share and $3.48 per diluted share), respectively, compared to $30,771,000 ($0.76 per basic and diluted share) and $85,668,000 ($2.14 per basic share and $2.13 per diluted share) for the same periods in 2021. The following paragraphs provide further details with respect to these changes:

•PNOI increased by $15,660,000 ($0.36 per diluted share), or 20.8%, for the three months ended September 30, 2022, as compared to the same period in 2021. PNOI increased $7,139,000 from newly developed and value-add properties, $5,186,000 from 2021 and 2022 acquisitions and $4,349,000 from same property operations; PNOI decreased $867,000 from operating properties sold in 2021 and 2022. Lease termination fee income was $24,000 and $353,000 for the three month periods ended September 30, 2022 and 2021, respectively. The Company recorded net reserves for uncollectible rent of $198,000 and net recoveries of uncollectible rent of $256,000 for the three months ended September 30, 2022 and 2021, respectively. Straight-lining of rent increased PNOI by $2,764,000 and $2,542,000 for the three months ended September 30, 2022 and 2021, respectively.

PNOI increased by $42,019,000 ($0.99 per diluted share), or 19.3%, for the nine months ended September 30, 2022, as compared to the same period in 2021. PNOI increased $18,916,000 from newly developed and value-add properties, $15,142,000 from same property operations and $10,696,000 from 2021 and 2022 acquisitions; PNOI decreased $2,348,000 from operating properties sold in 2021 and 2022. Lease termination fee income was $2,397,000 and $947,000 for the nine month periods ended September 30, 2022 and 2021, respectively. The Company recorded net reserves for uncollectible rent of $128,000 and net recoveries of uncollectible rent of $346,000 for the nine months ended September 30, 2022 and 2021, respectively. Straight-lining of rent increased PNOI by $6,654,000 and $6,511,000 for the nine months ended September 30, 2022 and 2021, respectively.

•EastGroup recognized gains on sales of real estate investments of $40,999,000 ($0.97 per diluted share) during the nine months ended September 30, 2022. There were no sales during the three months ended September 30, 2022. There were also no sales during the three and nine months ended September 30, 2021.

•Depreciation and amortization expense increased by $7,014,000 ($0.16 per diluted share) and $19,154,000 ($0.45 per diluted share) during the three and nine months ended September 30, 2022, respectively, as compared to the same periods in 2021.

EastGroup entered into 24 leases with certain rent concessions on 1,178,000 square feet during the three months ended September 30, 2022, with total rent concessions of $2,293,000 over the lives of the leases. During the same period of 2021, the Company entered into 41 leases with certain rent concessions on 1,163,000 square feet with total rent concessions of $1,710,000 over the lives of the leases.

EastGroup entered into 90 leases with certain rent concessions on 3,824,000 square feet during the nine months ended September 30, 2022, with total rent concessions of $6,126,000 over the lives of the leases. During the same period of 2021, the Company entered into 139 leases with certain rent concessions on 4,452,000 square feet with total rent concessions of $8,422,000 over the lives of the leases.

The Company’s percentage of leased square footage for the operating portfolio was 99.0% at September 30, 2022, compared to 98.8% at September 30, 2021. Occupancy for the Company’s operating portfolio at September 30, 2022 was 98.5% compared to 97.6% at September 30, 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 September 30, 2022). Same property average occupancy for the three and nine months ended September 30, 2022, was 98.3% and 98.1%, compared to 97.8% and 97.3% for the same periods of 2021.

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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 September 30, 2022). The same property average rental rate was $7.12 and $7.00 per square foot for the three and nine months ended September 30, 2022, respectively, compared to $6.72 and $6.58 per square foot for the same periods of 2021.

Interest expense increased $1,355,000 and $1,978,000 for the three and nine months ended September 30, 2022, compared to the same periods in 2021. The following table presents the components of Interest expense for the three and nine months ended September 30, 2022 and 2021:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021	Increase (Decrease)	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)	$	1,653	67	1,586	2,904	659	2,245
Amortization of facility fees - unsecured bank credit facilities	180		180	—	533	571	(38)
Amortization of debt issuance costs - unsecured bank credit facilities	163		163	—	488	443	45
Total variable rate interest expense	1,996		410	1,586	3,925	1,673	2,252
FIXED RATE INTEREST EXPENSE

Unsecured debt interest (1) (excluding amortization of debt issuance costs)	11,147		9,776	1,371	30,881	27,889	2,992
Secured debt interest (excluding amortization of debt issuance costs)	20		365	(345)	69	1,478	(1,409)
Amortization of debt issuance costs - unsecured debt	179		147	32	488	435	53
Amortization of debt issuance costs - secured debt	1		10	(9)	3	84	(81)
Total fixed rate interest expense	11,347		10,298	1,049	31,441	29,886	1,555
Total interest	13,343		10,708	2,635	35,366	31,559	3,807
Less capitalized interest	(3,572)		(2,292)	(1,280)	(8,515)	(6,686)	(1,829)
TOTAL INTEREST EXPENSE	$	9,771	8,416	1,355	26,851	24,873	1,978

(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 $1,586,000 and $2,252,000 for the three and nine months ended September 30, 2022, respectively, as compared to the same periods in 2021 primarily due to increases in the Company’s average borrowings and weighted average variable interest rates on its unsecured bank credit facilities as shown in the following table:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021		Increase (Decrease)	2022		2021		Increase (Decrease)
	(In thousands, except rates of interest)
Average borrowings on unsecured bank credit facilities - variable rate	$	195,276		31,380		163,896	210,841		81,136		129,705
Weighted average variable interest rates (excluding amortization of facility fees and debt issuance costs)	3.36		%	0.86	%		1.84	%	1.08	%

The Company’s fixed rate interest expense increased by $1,049,000 and $1,555,000 for the three and nine months ended September 30, 2022, respectively, as compared to the same periods in 2021 as a result of the unsecured debt and secured debt activity described below.

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Interest expense from fixed rate unsecured debt increased by $1,371,000 and $2,992,000 during the three and nine months ended September 30, 2022, respectively, as compared to the same periods 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 as of September 30, 2022 are shown in the following table:

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

$150 Million Senior Unsecured Notes

3.03%

04/20/2022

04/20/2032

150,000

$50 Million Senior Unsecured Term Loan (3)

4.09%

08/31/2022

08/30/2024

50,000

$75 Million Senior Unsecured Term Loan (4)

4.00%

08/31/2022

08/31/2027

75,000

Weighted Average/Total Amount for 2021 and 2022

3.06%

550,000

(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 September 30, 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 September 30, 2022. See Note 14 in the Notes to Consolidated Financial Statements for additional information on the interest rate swaps.

(3) The interest rate on this unsecured term loan is comprised of SOFR plus 85 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 4.09% as of September 30, 2022. See Note 14 in the Notes to Consolidated Financial Statements for additional information on the interest rate swaps.

(4) The interest rate on this unsecured term loan is comprised of SOFR plus 85 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 4.00% as of September 30, 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:


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

Weighted Average/Total Amount for 2021 and 2022	2.79%		$	115,000

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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 $345,000 and $1,409,000 during the three and nine month periods ended September 30, 2022, respectively, as compared to the same periods 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 $70,000 during the nine months ended September 30, 2022. During the year ended December 31, 2021, regularly scheduled principal payments on secured debt were $2,989,000. During the nine months ended September 30, 2022, the Company assumed a $60 million loan in the acquisition of operating properties and development land, which was repaid with no penalty during the same period. EastGroup did not obtain any new secured debt during 2021. The details of the secured debt repaid in 2021 are shown in the following table:


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

Interest costs during the period of construction of real estate properties are capitalized and offset against interest expense. Capitalized interest increased $1,280,000 and $1,829,000 for the three and nine months ended September 30, 2022, respectively, as compared to the same periods of 2021, due to changes in development spending and borrowing rates.

Depreciation and amortization expense increased $7,014,000 and $19,154,000 for the three and nine months ended September 30, 2022, respectively, as compared to the same periods in 2021, primarily due to the operating properties acquired by the Company in 2021 and 2022 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 $40,999,000 during the nine months ended September 30, 2022, as compared to the same period in 2021. There were no sales during the three months ended September 30, 2022. Also, there were no sales during the three and nine months ended September 30, 2021. The Company’s 2021 and 2022 sales transactions are described below in Real Estate Sold and Held for Sale.

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Real Estate Improvements

Real estate improvements for EastGroup’s operating properties for the three and nine months ended September 30, 2022 and 2021 were as follows:


		Three Months Ended September 30,			Nine Months Ended September 30,
	Estimated Useful Life	2022		2021	2022	2021
		(In thousands)
Upgrade on acquisitions	40 yrs	$	126	214	458	368
Tenant improvements:
New tenants	Lease life	3,437		3,349	9,775	8,516

Renewal tenants	Lease life	606		609	2,477	2,793
Other:
Building improvements	5-40 yrs	2,509		1,521	7,926	4,925
Roofs	5-15 yrs	2,733		1,682	5,665	7,744
Parking lots	3-5 yrs	373		439	1,598	870
Other	5 yrs	658		160	1,398	853
Total real estate improvements (1)		$	10,442	7,974	29,297	26,069

(1)Reconciliation of Total real estate improvements to Real estate improvements on the Consolidated Statements of Cash Flows:


	Nine Months Ended September 30,
	2022		2021
	(In thousands)
Total real estate improvements	$	29,297	26,069
Change in real estate property payables	(1)		535
Change in construction in progress	1,747		145
Real estate improvements on the Consolidated Statements of Cash Flows	$	31,043	26,749

Capitalized Leasing Costs

The Company’s leasing costs (principally commissions) are capitalized and included in Other assets. The costs are amortized over the terms of the associated leases, and the amortization is included in Depreciation and amortization expense. Capitalized leasing costs for the three and nine months ended September 30, 2022 and 2021 were as follows:


		Three Months Ended September 30,			Nine Months Ended September 30,
	Estimated Useful Life	2022		2021	2022	2021
		(In thousands)
Development and value-add	Lease life	$	3,654	1,369	10,422	8,928
New tenants	Lease life	2,414		2,073	8,554	9,228

Renewal tenants	Lease life	2,881		2,956	9,779	6,496
Total capitalized leasing costs (1)		$	8,949	6,398	28,755	24,652
Amortization of leasing costs		$	4,684	4,017	13,716	11,936

(1)Reconciliation of Total capitalized leasing costs to Leasing commissions on the Consolidated Statements of Cash Flows:


	Nine Months Ended September 30,
	2022		2021
	(In thousands)
Total capitalized leasing costs	$	28,755	24,652
Change in leasing commissions payables	(1,787)		(1,861)
Leasing commissions on the Consolidated Statements of Cash Flows	$	26,968	22,791

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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 September 30, 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.

A summary of Gain on sales of real estate investments for the nine months ended September 30, 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
World Houston 15 East	Houston, TX	42,000	05/11/2022	12,873		2,226	10,647
Total for 2022		287,000		$	51,006	10,007	40,999

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 nine months ended September 30, 2021.

RECENT ACCOUNTING PRONOUNCEMENTS

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $276,551,000 for the nine months ended September 30, 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 $139,597,000 in common stock dividends during the nine months ended September 30, 2022. Other primary uses of cash were for repayments on unsecured

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bank credit facilities, unsecured debt and secured debt; the construction and development of properties; capital improvements at various properties; leasing commissions; and purchases of real estate.

The Company anticipates that its current cash balance, operating cash flows, borrowings under its unsecured bank credit facilities, proceeds from new debt and/or proceeds from the issuance of equity instruments will be adequate for (i) operating and administrative expenses, (ii) normal repair and maintenance expenses at its properties, (iii) debt service obligations, (iv) maintaining compliance with its debt covenants, (v) distributions to stockholders, (vi) capital improvements, (vii) purchases of properties, (viii) development, and (ix) any other normal business activities of the Company, both in the short-term and long-term. The Company expects liquidity sources and needs in the coming year to be consistent in nature with those for the nine months ended September 30, 2022.

As of September 30, 2022, the Company was contractually obligated to pay the dividend declared in August 2022, which was paid in October 2022. An amount for dividends payable of $55,785,000 was included in Accounts payable and accrued expenses at September 30, 2022, which includes dividends payable on unvested restricted stock of $1,446,000, which are subject to continued service and will be paid upon vesting in future periods.

Total debt at September 30, 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 September 30, 2022 and December 31, 2021.


	September 30, 2022		December 31, 2021
	(In thousands)
Unsecured bank credit facilities - variable rate, carrying amount (1)	$	155,883	209,210

Unamortized debt issuance costs	(1,695)		(2,144)
Unsecured bank credit facilities, net of debt issuance costs	154,188		207,066

Unsecured debt - fixed rate, carrying amount (2)	1,545,000		1,245,000
Unamortized debt issuance costs	(3,519)		(2,430)
Unsecured debt, net of debt issuance costs	1,541,481		1,242,570

Secured debt - fixed rate, carrying amount (2)	2,071		2,156
Unamortized debt issuance costs	(12)		(14)
Secured debt, net of debt issuance costs	2,059		2,142

Total debt, net of debt issuance costs	$	1,697,728	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 September 30, 2022, was LIBOR plus 77.5 basis points with an annual facility fee of 15 basis points. As of September 30, 2022, the Company had $120,000,000 of variable rate borrowings on this unsecured bank credit facility with a weighted average interest rate of 3.752%.

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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, 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 September 30, 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%.

In July 2022, the Company and a group of lenders agreed to terms on the private placement of two senior unsecured notes totaling $150 million. One note for $75 million has an 11-year term and a fixed interest rate of 4.90% with semi-annual interest-only payments. The other $75 million note has a 12-year term and a fixed interest rate of 4.95% with semi-annual interest-only payments. The notes, dated August 16, 2022, were issued and sold on October 12, 2022. The notes will not be and have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

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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 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 nine months ended September 30, 2022, the Company entered into two new term loans and three swap agreements which are indexed to SOFR. Also, during the nine months ended September 30, 2022, EastGroup refinanced two existing term loans modifying the index from LIBOR to SOFR, and concurrently amended the related swaps to reference SOFR rather than LIBOR. The Company’s unsecured bank credit facilities and two 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. As of October 26, 2022, the Company has sold an aggregate of 2,653,011 shares of common stock with gross proceeds of $444,288,000 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 $305,712,000 through the sales agents.

During the nine months ended September 30, 2022, EastGroup issued and sold 391,906 shares of common stock under its continuous common equity offering program at an average price of $194.28 per share with gross proceeds to the Company of $76,141,000. The Company incurred offering-related costs of $952,000 during the nine months, resulting in net proceeds to the Company of $75,189,000.

During the nine months ended September 30, 2022, the Company issued 1,868,809 shares of common stock in the acquisition of operating properties and development land in the gross amount of $303,756,000. The Company incurred issuance-related costs of $74,000.

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 nine months ended September 30, 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.

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ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company is exposed to interest rate changes primarily as a result of its unsecured bank credit facilities and long-term debt maturities. This debt is used to maintain liquidity and fund capital expenditures and expansion of the Company’s real estate investment portfolio and operations. The Company’s objective for interest rate risk management is to limit the impact of interest rate changes on earnings and cash flows and to lower its overall borrowing costs. The Company has two variable rate unsecured bank credit facilities as discussed under 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 the short-term bank borrowings. The Company’s interest rate swaps are discussed in Note 14 in the Notes to Consolidated Financial Statements. The table below presents the principal payments due and weighted average interest rates, which include the impact of interest rate swaps, for both the fixed-rate and variable-rate debt as of September 30, 2022.


	October – December 2022			2023		2024		2025			2026		Thereafter		Total		Fair Value
Unsecured bank credit facilities - variable rate (in thousands)	$	—		—		—		155,883		(1)	—		—		155,883		155,354	(2)
Weighted average interest rate	—			—		—		3.79	%	(3)	—		—		3.79	%


Unsecured debt - fixed rate (in thousands)	$	—		115,000		170,000		145,000			140,000		975,000		1,545,000		1,427,208	(4)
Weighted average interest rate	—			2.96	%	3.65	%	3.12	%		2.57	%	3.09	%	3.09	%
Secured debt - fixed rate (in thousands)	$	30		119		122		128			1,672		—		2,071		1,996	(4)
Weighted average interest rate	3.85		%	3.85	%	3.85	%	3.85	%		3.85	%	—		3.85	%

(1)The variable-rate unsecured bank credit facilities mature in July 2025 and as of September 30, 2022, have balances of $120,000,000 on the $425 million unsecured bank credit facility and $35,883,000 on the $50 million unsecured bank credit facility.

(2)The fair value of the Company’s variable rate debt is estimated by discounting expected cash flows at current market rates, excluding the effects of debt issuance costs.

(3)Represents the weighted average interest rate for the Company’s variable rate unsecured bank credit facilities as of September 30, 2022.

(4)The fair value of the Company’s fixed-rate debt, including variable-rate debt that has been swapped to an effectively fixed rate through the use of interest rate swaps, is estimated by discounting expected cash flows at the rates currently offered to the Company for debt of the same remaining maturities, as advised by the Company’s bankers, excluding the effects of debt issuance costs.

As the table above incorporates only those exposures that existed as of September 30, 2022, it does not consider those exposures or positions that could arise after that date. If the weighted average interest rate on the variable rate unsecured bank credit facilities, as shown above, changes by 10% or approximately 38 basis points, interest expense and cash flows would increase or decrease by approximately $591,000 annually. This does not include variable-rate debt that has been effectively fixed through the use of interest rate swaps.

The Company’s unsecured bank credit facilities and two of its unsecured term loans and related interest rate swaps are indexed to LIBOR. For a discussion of the risks associated with the discontinuation of LIBOR, see “Risk Factors—Financing Risks—The discontinuation of LIBOR and the replacement of LIBOR with an alternative reference rate may adversely affect our borrowing costs and could impact our business and results of operations” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021.

Most of the Company’s leases include scheduled rent increases. Additionally, most of the Company’s leases require the tenants to pay their pro rata share of operating expenses, including real estate taxes, insurance and common area maintenance, thereby reducing the Company’s exposure to increases in operating expenses resulting from inflation or other factors. In the event inflation causes increases in the Company’s general and administrative expenses or the level of interest rates, such increased costs would not be passed through to tenants and could adversely affect the Company’s results of operations.

EastGroup’s financial results are affected by general economic conditions in the markets in which the Company’s properties are located. The state of the economy or other adverse changes in general or local economic conditions could result in the inability of some of the Company’s existing tenants to make lease payments and may therefore increase the reserves for uncollectible rent. It may also impact the Company’s ability to (i) renew leases or re-lease space as leases expire, or (ii) lease development space. In addition, an economic downturn or recession could also lead to an increase in overall vacancy rates or a decline in

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rents the Company can charge to re-lease properties upon expiration of current leases. In all of these cases, EastGroup’s cash flows would be adversely affected.

ITEM 4.CONTROLS AND PROCEDURES.

(i) Disclosure Controls and Procedures.

The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2022, the Company’s disclosure controls and procedures were effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic SEC filings.

(ii) Changes in Internal Control Over Financial Reporting.

There was no change in the Company’s internal control over financial reporting during the Company’s third fiscal quarter ended September 30, 2022, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION.

ITEM 1. LEGAL PROCEEDINGS.

The Company is not presently involved in any material litigation nor, to its knowledge, is any material litigation threatened against the Company or its properties, other than routine litigation arising in the ordinary course of business or which is expected to be covered by the Company’s liability insurance. The Company cannot predict the outcome of any litigation with certainty, and some lawsuits, claims or proceedings may be disposed of unfavorably to the Company, which could materially affect its financial condition or results of operations.

ITEM 1A. RISK FACTORS.

There have been no material changes to the risk factors disclosed in EastGroup’s Form 10-K for the year ended December 31, 2021, except to the extent factual information disclosed elsewhere in this Form 10-Q relates to such risk factors. For a full description of these risk factors, please refer to “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers


Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs
July 1, 2022 through July 31, 2022	—	$	—	—	—
August 1, 2022 through August 31, 2022	—	—		—	—
September 1, 2022 through September 30, 2022 (1)	733	144.34		—	—
Total	733	$	144.34	—

(1) As permitted under the Company’s equity compensation plan, these shares were withheld by the Company to satisfy the tax withholding obligations in connection with the issuance of shares of common stock.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES.

None.

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ITEM 4.MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5.OTHER INFORMATION.

None.

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ITEM 6.EXHIBITS.


The following exhibits are included in or incorporated by reference into, this Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022:


Exhibit Number			Description
10.1			Note Purchase Agreement, dated as of August 16, 2022, among EastGroup Properties, L.P., the Company and the purchasers of the notes party thereto (including the forms of the 4.90% Series A Senior Notes due 2033 and the 4.95% Series B Senior Notes due 2034) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 19, 2022).
31.1			Rule 13a-14(a)/15d-14(a) Certifications (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) of Marshall A. Loeb, Chief Executive Officer (filed herewith).
31.2			Rule 13a-14(a)/15d-14(a) Certifications (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) of Brent W. Wood, Chief Financial Officer (filed herewith).
32.1			Section 1350 Certifications (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002) of Marshall A. Loeb, Chief Executive Officer (furnished herewith).
32.2			Section 1350 Certifications (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002) of Brent W. Wood, Chief Financial Officer (furnished herewith).
101.1.SCH			Inline XBRL Taxonomy Extension Schema Document (filed herewith).
101.2.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).
101.3.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).
101.4.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith).
101.5.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).
104			Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) (filed herewith).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: October 26, 2022


			EASTGROUP PROPERTIES, INC.

			/s/ STACI H. TYLER
			Staci H. Tyler
			Senior Vice President, Chief Accounting Officer and Secretary

			/s/ BRENT W. WOOD
			Brent W. Wood
			Executive Vice President, Chief Financial Officer and Treasurer

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