# LXP Industrial Trust (LXP) FY 2024 MD&A

Verbatim Item 7 Management's Discussion and Analysis from LXP Industrial Trust's 10-K for fiscal year 2024.

SEC filing source: https://www.sec.gov/Archives/edgar/data/910108/000144483825000023/lxp-20241231.htm
Accession: 0001444838-25-000023
Filing date: 2025-02-13
Report date: 2024-12-31
Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary.
Confidence: high

Company profile: /company/LXP/
All MD&A years: /company/LXP/mda/
Previous year: /company/LXP/mda/fy2023/ (FY 2023)
Next year: /company/LXP/mda/fy2025/ (FY 2025)

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

In this discussion, we have included statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside our control. These statements may relate to our future plans and objectives, among other things. By identifying these statements for you in this manner, we are alerting you to the possibility that our actual results may differ, possibly materially, from the anticipated results indicated in these forward-looking statements. Important factors that could cause our results to differ, possibly materially, from those indicated in the forward-looking statements include, among others, those discussed above in “Risk Factors” in Part I, Item 1A of this Annual Report and “Cautionary Statements Concerning Forward-Looking Statements” in the beginning of this Annual Report.

Introduction

The following is a discussion and analysis of the consolidated financial condition and results of operations of LXP Industrial Trust for the years ended December 31, 2024 and 2023, and significant factors that could affect its prospective financial condition and results of operations. This discussion should be read together with our accompanying consolidated financial statements included herein and notes thereto.

Summary of 2024 Transactions

The following summarizes certain of our transactions during 2024.

Leasing Activity.

•We entered into new leases and lease extensions encompassing 4.5 million square feet. The average fixed rent on new and extended leases was $5.89 per square foot compared to the average fixed rent on these leases before extension of $4.22 per square foot excluding tenant reimbursements as part of the expiring rent in one lease and one lease with a fixed-rate renewal. The weighted-average cost of tenant improvements and lease commissions was $2.52 per square foot for new first-generation leases and $3.39 per square foot for second-generation new and extended leases.

Investments.

•Acquired four facilities for an aggregate cost of $157.6 million.

•Placed into service three fully-leased warehouse facilities containing an aggregate of 1.4 million square feet in the Phoenix, Arizona, Greenville/Spartanburg, South Carolina and Columbus, Ohio markets.

•Placed into service vacant warehouse and distribution facilities containing an aggregate of 3.4 million square feet one year after the completion of base building construction.

•Invested an aggregate of $108.7 million in development activities and $7.6 million in a value-add opportunity at the Orlando, Florida asset.

Capital Recycling.

•Disposed of our interests in two office properties and four industrial facilities for an aggregate gross price of $181.1 million.

•Sold land subject to a sales-type lease in Phoenix, Arizona for the gross price of $86.5 million.

Debt.

•Satisfied $198.9 million aggregate principal balance of the outstanding 4.40% Senior Notes due 2024 ("2024 Senior Notes") at maturity.

•Entered into forward interest rate swap agreements to effectively fix the interest rate related to an aggregate of $250.0 million of the term loan at an average interest rate of 4.31% from January 31, 2025 to January 31, 2027.

•Entered into interest rate swap agreements to effectively fix the interest rate related to an aggregate of $82.5 million of the Trust Preferred Securities at an average interest rate of 5.20% from October 30, 2024 to October 30, 2027.

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Investment Trends

General. We focus our investment activity primarily on income producing single-tenant warehouse and distribution assets and build-to-suit and speculative development of warehouse and distribution assets.

In 2024, we acquired or completed and placed into service $550.5 million of warehouse facilities, which is an increase of $404.1 million compared to 2023 investment activity of $146.4 million. The increase was primarily due to placing more development properties into service and properties we acquired as part of our efforts to recycle capital out of non-target markets and into our target markets.

In addition, we may continue to selectively recycle capital out of our target markets over time and as opportunities arise, and use the proceeds to reduce indebtedness and invest in our target markets. We do not expect capital recycling to have a material dilutive impact on earnings.

The main drivers of growth in the industrial real estate market have been e-commerce and nearshoring. In addition, certain of our target markets are benefiting from advanced manufacturing investments and business-friendly local and state governments.

There continues to be competition for the acquisition of industrial properties, specifically warehouse and distribution facilities. While we believe the industrial market will continue to grow, increased costs from international trade policy may cause some tenants to reevaluate expansion and growth plans. We continue to prioritize build-to-suit projects over (1) acquisitions of leased properties due to the relatively higher yield that build-to-suit projects generally provide and (2) speculative development due to the inherent leasing risk.

Lease Term. We primarily acquire assets subject to intermediate and long-term leases with escalating rents, which we believe strengthen our future cash flows and provide a partial hedge against rising interest rates. We intend to maintain a weighted-average lease term longer than many comparable industrial companies and balance our lease expiration schedule because we favor certainty of cash flow over lease-rollover risk with single-tenant facilities.

Our industrial investment underwriting focuses more on real estate characteristics such as location and related demographic and local economic trends than it does on tenant credit. This has allowed us to acquire certain short-term leased or vacant warehouse and distribution facilities, which may be acquired with greater total return potential than long-term leased warehouse and distribution facilities and allow for a value-add strategy through the lease renewal, lease up or a multi-tenanting process.

Development. Our development activities have been focused on build-to-suit projects, speculative development and purchasing newly-developed properties with vacancy. In 2025, we expect to continue to focus our development activities on build-to-suit projects and limit the amount of speculative development to markets where there is sufficient tenant demand. Construction starts in our target markets continue to be down compared to construction starts in previous years. We believe this will ultimately result in lower supply in the future if, and when, demand increases and may provide opportunity for more development investment.

Leasing

General. Re-leasing properties that are currently vacant or become vacant as leases expire at favorable effective rates is a primary area of focus for our asset management strategy. Renewals of industrial leases, particularly for warehouse and distribution facilities, are generally dependent on location and occupancy alternatives for our tenants.

If a property cannot be re-let to a single user and the property can be adapted to multi-tenant use, we determine whether the costs of adapting the property to multi-tenant use outweigh the benefit of funding operating costs while searching for a single-tenant and whether selling a vacant property, which limits operating costs and allows us to redeploy capital, is in the best interest of our shareholders.

A majority of our leases require tenants to pay operating expenses, including maintenance, real estate taxes, insurance and utilities, thereby reducing our exposure to increases in costs and operating expenses. However, certain of our leases provide for some level of landlord responsibility for capital repairs and replacements, the cost of which is generally factored into the rental rate. Our motivation to release vacant space requires us to meet market demands with respect to rental rates, tenant concessions and landlord responsibilities. Developers may be similarly motivated when signing leases with tenants due to the significant competition in the industrial space. As a result, the obligations of our property owner subsidiaries on new leases and newly renewed or extended leases may increase to include, among other items, some form of responsibility for operating expenses and/or capital repairs and replacements.

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During the year ended December 31, 2024, we completed 4.5 million square feet of new leases, and lease extensions, raising base and cash base rents by 22.9% and 17.7%, respectively, and 46.5% and 39.7%, respectively, excluding tenant reimbursements in one lease and one lease with a fixed-rate renewal.

Inherent Growth. As of December 31, 2024, 98.5% of our leases had scheduled rent increases. The average escalation rate of these leases based on the next rent step was 2.8% as of December 31, 2024.

As of December 31, 2024, we had 3.7 million square feet of vacancy in the consolidated portfolio, which upon lease up is expected to add revenue to the portfolio and decrease operating expenses. In addition, as of December 31, 2024, approximately 65% of our ABR was from leases scheduled to expire during 2025 through 2030. We believe a portion of these leases have below-market rents and we expect to mark the expiring rents to market, which should further increase our revenues.

Tenant Credit. We continue to monitor the credit of tenants of properties in which we have an interest by (1) subscribing to rating agency information, so that we can monitor changes in the ratings of our rated tenants, (2) reviewing financial statements that are publicly available or that are required to be delivered to us under the applicable lease, (3) monitoring news reports regarding our tenants and their respective businesses, (4) monitoring the timeliness of rent collections and (5) meeting with our tenants.

Impairment Charges

We did not incur any impairment charges during the year ended December 31, 2024. During the year ended December 31, 2023, we incurred impairment charges of $16.5 million on certain of our assets due to each asset's carrying value being below its estimated fair value. Most of the impairment charges in 2023 were incurred on assets due to anticipated shortened holding periods. We cannot estimate if we will incur, or the amount of, future impairment charges on our assets. See Part I, Item 1A “Risk Factors”, of this Annual Report.

Critical Accounting Estimates

In preparing the consolidated financial statements we have made estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Accounting estimates are deemed critical if they involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. Below is a summary of the critical accounting estimates used in the preparation of our consolidated financial statements. A summary of our significant accounting policies which are important to the portrayal of our financial condition and results of operations is set forth in Note 2 to the Consolidated Financial Statements, which are included in “Financial Statements and Supplementary Data” in Part II, Item 8 of this Annual Report.

Acquisition and Development of Real Estate. Substantially all of our acquisitions of real estate assets and liabilities are accounted for as asset acquisitions. As such, the purchase prices of acquired tangible and intangible assets and liabilities are recorded and allocated at fair value on a relative basis. The recorded allocations of tangible assets are based on the “as-if-vacant” value using estimated cash flow projections of the properties acquired which incorporates discount, capitalization and interest rates as well as available comparable market information. Allocations of intangible assets includes management’s estimates of current market rents and leasing costs.

We use considerable judgement in our estimates of cash flow projections, discount, capitalization and interest rates, fair market lease rates, carrying costs during hypothetical expected lease-up periods and costs to execute similar leases. While our methodology for purchase price allocation did not change during the year ended December 31, 2024, the real estate market is fluid and our assumptions are based on information currently available in the market at the time of acquisition. Significant increases or decreases in these key estimates, particularly with regards to cash flow projections and discount and capitalization rates, would result in a significantly lower or higher fair value measurement of the real estate assets being acquired.

For properties under development, 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 activities.

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Revenue Recognition. We enter into agreements with tenants that convey the right to control the use of identified space at our properties in exchange for rental revenue. These agreements meet the criteria for recognition as leases under Accounting Standards Codification (“ASC”) 842, Leases. Lease classification tests require significant estimates and judgments by management in its application. Upon lease commencement or lease modification, we assess the lease classification to determine whether the lease should be classified as a direct financing, sales-type or operating lease. The determination of lease classification requires the calculation of the rate implicit in the lease, which is driven by significant estimates, including the estimation of both the value assigned to the property components on the lease commencement date or upon acquisition and the estimation of the unguaranteed residual value of such components at the end of the lease term. The determination of the lease term also requires judgement because the probability of purchase options and renewals have to be analyzed to conclude if they are reasonably certain of being exercised. If the lease component is determined to be a direct financing or sales-type lease, revenue is recognized over the life of the lease using the rate implicit in the lease.

Most of our leases are operating leases. We recognize operating lease revenue on a straight-line basis over the term of the lease when it is probable that the lease revenue is collectible over the remaining term of the lease unless another systematic and rational basis is more representative of the time pattern in which the use benefit is derived from the leased property. We commence revenue recognition when possession or control of the space is turned over to the tenant.

Impairment of Real Estate. We record impairments of our real estate assets classified as held for use when triggering events dictate that an asset may be impaired. An impairment is recorded when the carrying amount of the asset exceeds the sum of its undiscounted future operating and residual cash flows. The impairment is the difference between estimated fair value of the asset and the carrying amount. We record impairments of our real estate assets classified as held for sale at the lower of the carrying amount or estimated fair value using the estimated or contracted sales price less costs to sell. Any real estate assets recorded at fair value on a non-recurring basis as a result of our impairment analysis are valued using unobservable local and national industry market data such as comparable sales, appraisals, brokers’ opinions of value and/or terms of definitive sales contracts. Additionally, the analysis includes considerable judgement in our estimates of hold periods, projected cash flows and discount and capitalization rates. Significant increases or decreases in any of these inputs, particularly with regards to cash flow projections and discount and capitalization rates, would result in a significantly lower or higher fair value measurement of the real estate assets being assessed.

We will record an impairment charge related to our investments in non-consolidated entities if we determine the fair value of the investments are less than their carrying value and such impairment is other-than-temporary. We evaluate whether events or changes in circumstances indicate that the carrying amount of our investments may not be recoverable. Our evaluation of changes in economic or operating conditions and whether an impairment is other-than-temporary may include developing estimates of fair value, forecasted cash flows or operating income before depreciation and amortization. We estimate undiscounted cash flows and fair value using observable and unobservable data such as operating income, hold periods, estimated capitalization and discount rates, or relevant market multiples, leasing prospects and local market information and whether certain impairments are other-than-temporary.

New Accounting Pronouncements

For a discussion of new accounting pronouncements, see Note 2 “Summary of Significant Accounting Policies” to our consolidated financial statements included in this report.

Liquidity and Capital Resources

Overview:

Our principal sources of liquidity have been (1) undistributed cash flows generated from our investments, (2) proceeds from the sales of our investments, (3) the public and private equity and debt markets, (4) corporate level borrowings, (5) property specific debt, and (6) commitments from co-investment partners.

Our ability to incur additional debt to fund acquisitions and the cost of any such debt is dependent upon our existing leverage, the value of the assets we are attempting to leverage, our revenues and general economic and credit market conditions, which may be outside of management's control or influence.

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Cash Flows:

We believe that cash flows from operations will continue to provide adequate capital to fund our operating and administrative expenses, regular debt service obligations and all dividend payments in accordance with applicable REIT requirements in both the short-term and long-term. However, our cash flow from operations may be negatively affected in the near term if we experience tenant defaults. In addition, we anticipate that cash on hand, borrowings under our unsecured revolving credit facility, capital recycling proceeds, issuances of equity, mortgage proceeds and other debt, as well as other available alternatives, will provide the necessary capital required by our business.

Cash flows from operations as reported on the consolidated statements of cash flows totaled $211.2 million for 2024 and $209.4 million for 2023. The increase was primarily related to increased rental revenue related to additional sales-type lease income, lease extensions and placing development properties into service, partially offset by a decrease in cash flow due to property sales and increased interest expense. The underlying drivers that impact our working capital, and therefore cash flows from operations, are the timing of collection of rents, including reimbursements from tenants, payment of interest on debt and payment of operating and general and administrative costs. We believe the net-lease structure of the leases encumbering a majority of the properties in which we have an interest mitigates the risks of the timing of cash flows from operations since the payment and timing of operating costs related to the properties are generally borne directly by the tenant. The collection and timing of tenant rents are closely monitored by management as part of our cash management program.

Net cash provided by (used in) investing activities totaled $86.4 million in 2024 and $(183.5) million in 2023. Cash provided by investing activities primarily related to net proceeds received from the disposition of real estate, realization of the net investment in a sales-type lease, distributions from non-consolidated entities, loan receivable payments and redeeming investments in held-to-maturity securities. Cash used in investing activities related primarily to acquisitions of real estate, investments in real estate under construction, capital expenditures, lease costs, investments in non-consolidated entities and investments in held-to-maturity securities.

Net cash provided by (used in) financing activities totaled $(395.0) million in 2024 and $119.0 million in 2023. Cash used in financing activities in 2024 was primarily related to the repayment of the 2024 Senior Notes, the purchase of a noncontrolling interest and dividend and debt service payments, offset by contributions from noncontrolling interests. Cash provided by financing activities in 2023 was primarily related to the receipt of proceeds from the issuance of the 2028 Senior Notes and borrowings on the credit facility, offset by the repurchase of common shares to settle tax obligations, the purchase of a noncontrolling interest and dividend and debt service payments.

Public and Private Equity and Debt Markets

We access the public and private equity and debt markets on an opportunistic basis when we (1) believe conditions are favorable and (2) have a compelling use of proceeds.

We expect to continue to access debt and equity markets in the future to implement our business strategy and to fund future growth when market conditions are favorable. However, the volatility in the capital markets primarily resulting from the effects of rising interest rates and rising inflation have negatively affect our ability to access these capital markets.

Equity:

At-The-Market Offering Program. We maintain an At-The-Market offering program, or ATM program, under which we can issue common shares, including through forward contracts.

We may, from time to time, sell up to $350.0 million of common shares over the term of the ATM program. During the years ended December 31, 2024 and 2023, we did not sell shares under the ATM program.

Underwritten Equity Offerings. We maintain a universal shelf-registration statement, which allows us to issue equity in a variety of offerings, including in an underwritten offering. We did not issue common shares as part of an underwritten offering in 2024 and 2023.

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Direct Share Purchase Plan. We maintain a direct share purchase plan, which has two components, (i) a dividend reinvestment component and (ii) a direct share purchase component. Under the dividend reinvestment component, common shareholders may elect to automatically reinvest their dividends to purchase our common shares. Under the direct share purchase component, our current investors and new investors can make optional cash purchases of our common shares. The administrator of the plan, Computershare Trust Company, N.A., purchases common shares for the accounts of the participants under the plan, at our discretion, either directly from us, on the open market or through a combination of those two options. No shares were purchased from us under the plan in 2024 and 2023.

Share Repurchase Program. In August 2022, our Board of Trustees authorized the repurchase of up to an additional 10.0 million common shares under our share repurchase program, which does not have an expiration date. No common shares were repurchased during 2024 and 2023. As of December 31, 2024, 6.9 million common shares remain available for repurchase under this authorization.

Financings:

Corporate Borrowings. In 2024, we repaid the $198.9 million aggregate principal amount of our 2024 Senior Notes at maturity.

The following Senior Notes were outstanding as of December 31, 2024:

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[[/GREPCENT_TABLE]]

The Senior Notes are unsecured and pay interest semi-annually in arrears. We may redeem the Senior Notes at our option at any time prior to maturity in whole or in part by paying the principal amount of the Senior Notes being redeemed plus a make-whole premium.

A summary of the maturity dates and interest rates under our unsecured credit agreement, as of December 31, 2024, are as follows:

[[GREPCENT_TABLE]]
[["","","Maturity Date","","Interest Rate"],["$600.0 Million Revolving Credit Facility(1)","","July 2026","","SOFR + 0.85%"],["$300.0 Million Term Loan(2)","","January 2027","","Term SOFR + 1.00%"]]
[[/GREPCENT_TABLE]]

(1)Maturity date of the revolving credit facility can be extended to July 2027, subject to certain conditions. The interest rate ranges from SOFR (plus a 0.10% index adjustment) plus 0.725% to 1.40%. At December 31, 2024, we had no borrowings outstanding and availability of $600.0 million, subject to covenant compliance.

(2)The Term SOFR portion of the interest rate was swapped to obtain a fixed-rate of 2.722% per annum, until January 31, 2025 and an aggregate amount of $250.0 million of the term loan is swapped to obtain an effective fixed interest rate of 4.31% from January 31, 2025 to January 31, 2027.

As of December 31, 2024, we were in compliance with the financial covenants contained in our corporate level debt agreements.

During 2007, we issued $200.0 million in Trust Preferred Securities. The Trust Preferred Securities bear interest at a variable rate of three-month SOFR plus a 26 basis point adjustment plus 170 basis points. The interest rate on an aggregate amount of $82.5 million of the Trust Preferred Securities is swapped to obtain an effective fixed interest rate of 5.20% from October 30, 2024 to October 30, 2027. These securities are (1) classified as debt, (2) due in 2037 and (3) currently redeemable by us. As of December 31, 2024, there were $129.1 million of these securities outstanding.

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Property Specific Debt. As of December 31, 2024, our secured debt decreased to approximately $55.5 million at December 31, 2024 compared to $60.9 million at December 31, 2023. Our property owner subsidiaries do not have mortgage maturities with balloon payments due until 2031. With respect to mortgages encumbering properties where the expected lease rental revenues are sufficient to provide an estimated property value in excess of the mortgage balance, we believe our property owner subsidiaries have sufficient sources of liquidity to meet these obligations through future cash flows from operations, the credit markets and, if determined appropriate by us, a capital contribution from us from either cash on hand ($101.8 million at December 31, 2024), property sale proceeds or borrowing capacity on our primary credit facility ($600.0 million as of December 31, 2024, subject to covenant compliance).

We may continue to use property specific, non-recourse mortgages in certain situations as we believe that by properly matching a debt obligation, including the balloon maturity risk, with the terms of a lease, our cash-on-cash returns increase and the exposure to residual valuation risk is reduced. In addition, we may procure credit tenant lease financing in certain situations where we are able to monetize all or a significant portion of the rental revenues of a property at an attractive rate.

Institutional Fund Management:

We have entered into co-investment programs and joint ventures with institutional investors to mitigate our risk in certain assets and increase our return on equity to the extent we earn management or other fees. However, investments in certain co-investment programs and joint ventures limit our ability to make investment decisions unilaterally relating to the assets and limit our ability to deploy capital.

The real estate investments owned by our institutional joint ventures are generally financed with non-recourse debt. Non-recourse debt is generally defined as debt whereby the lenders' sole recourse with respect to borrower defaults is limited to the value of the assets collateralized by the debt. The lender generally does not have recourse against any other assets owned by the borrower or any of the members or partners of the borrower, except for certain specified exceptions listed in the particular loan documents. These exceptions generally relate to “bad boy” acts, including fraud, prohibited transfers and breaches of material representations, and environmental matters. We have guaranteed such obligations for certain of our non-consolidated entities with respect to $432.3 million of such non-recourse debt. We believe the likelihood of making any payments under such guaranties is remote and we generally have an agreement from each partner to reimburse us for its proportionate share of any liability related to a guarantee trigger unless such trigger is caused solely by us.

Capital Recycling:

Part of our strategy to effectively manage our balance sheet involves pursuing and executing well on property dispositions and recycling of capital from our older industrial assets and/or those outside our target markets. We believe capital recycling (1) provides cost effective and timely capital to deleverage and to support our investment activities and (2) allows us to maintain line capacity and cash in advance of our development commitments.

During 2024, we disposed of our interests in four industrial properties and the remaining two office properties for an aggregate gross disposition price of $181.1 million. We also disposed of our ground-leased land parcel for $86.5 million upon the exercise of a tenant purchase option. In addition, the Office JV disposed of three properties for an aggregate gross disposition price of $33.6 million and repaid an aggregate of $23.0 million of its remaining non-recourse debt, and the MFG JV disposed of one property for a gross disposition price of $41.8 million and repaid $35.5 million of non-recourse debt. The disposition proceeds and distributions received from the non-consolidated joint ventures were primarily used to (1) fund the development pipeline and (2) make investments in real property in our target markets.

Liquidity Needs:

Our principal liquidity needs are debt maturities, interest payment obligations, the payment of dividends to our shareholders and funding our development projects.

As of December 31, 2024, we had approximately $1.6 billion of indebtedness, consisting of mortgages and notes payable outstanding, a term loan, 6.75%, 2.375% and 2.70% Senior Notes and Trust Preferred Securities, with a weighted-average interest rate of approximately 3.7%.

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We expect to pay our non-maturity debt service obligations from cash flow from operations. The ability of a property owner subsidiary to make debt service payments on its mortgage depends upon the rental revenues of its property and its ability to refinance the mortgage, sell the related property, or access capital from us or other sources. A property owner subsidiary's ability to accomplish such goals will be affected by numerous economic factors affecting the real estate industry, including the risks described under “Risk Factors” in Part I, Item 1A of this Annual Report.

If we are unable to satisfy our contractual obligations and other operating costs with our cash flow from operations, we intend to use borrowings and proceeds from issuances of equity or debt securities. If a property owner subsidiary is unable to satisfy its contractual obligations and other operating costs, it may default on its obligations and lose its assets in foreclosure or through bankruptcy proceedings.

In connection with our intention to continue to qualify as a REIT for federal income tax purposes, we expect to continue paying regular dividends to our shareholders. These dividends are expected to be paid from operating cash flows and/or from other sources.

We paid approximately $158.2 million in cash dividends to our common and preferred shareholders in 2024. Although our property owner subsidiaries receive the majority of our base rental payments on a monthly basis, we intend to continue paying dividends quarterly. Amounts accumulated in advance of each quarterly distribution are invested by us in short-term money market or other suitable instruments.

As of December 31, 2024, we expect to incur approximately $29.8 million of costs, excluding noncontrolling interests' share and potential developer fees or partner buyouts, to substantially fund the leasing costs for our placed-in service development projects and infrastructure work for our consolidated and non-consolidated land parcels held for development. We are unable to estimate (1) the timing of any required fundings for such leasing costs until leases are executed and (2) the timing or amount of any additional costs related to the land parcels until we commit to such additional costs.

Non-Development Capital Expenditures:

General. Due to the net-lease structure of a majority of our investments, our property owner subsidiaries historically have not incurred significant expenditures in the ordinary course of business to maintain the properties in which we have an interest. As leases expire, we expect our property owner subsidiaries to incur costs in extending the existing tenant leases, re-tenanting the properties with a single-tenant, or converting the property to multi-tenant use. The amounts of these expenditures can vary significantly depending on tenant negotiations, market conditions, rental rates and property type.

Single-Tenant Properties. We do not anticipate significant capital expenditures at the single-tenant properties in which we have an interest that are subject to net or similar leases since the tenants at these properties generally bear all or substantially all of the cost of property operations, maintenance and repairs. However, at certain properties subject to net leases, our property owner subsidiaries are responsible for replacement and/or repair of certain capital items, which may or may not be reimbursed. In addition, at certain single-tenant properties that are not subject to a net lease, our property owner subsidiaries have a level of property operating expense responsibility, which may or may not be reimbursed.

Multi-Tenant Properties. We have interests in a limited number of multi-tenant properties in our consolidated portfolio. While tenants of these properties are generally responsible for operating expenses in their spaces, our property owner subsidiaries are responsible for all expenses related to vacant space and certain non-reimbursable building expenses, at these properties.

Vacant Properties. To the extent there is a vacancy in a property, our property owner subsidiary would be obligated for all operating expenses, including capital expenditures, real estate taxes and insurance. When a property is vacant, our property owner subsidiary may incur substantial capital expenditure and releasing costs to re-tenant the property.

Property Expansions. Under certain leases, tenants have the right to expand the facility located on a property in which we have an interest. We expect our property owner subsidiaries may fund these property expansions with either additional secured borrowings, the repayment of which will be funded out of rental increases under the leases covering the expanded properties, or capital contributions from us.

Ground Leases. The tenants of properties in which we have an interest generally pay the rental obligations on ground leases either directly to the fee holder or to our property owner subsidiary as increased rent. However, our property owner subsidiaries are responsible for these payments (1) under certain leases without reimbursement and (2) at vacant properties.

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Environmental Matters. Based upon management's ongoing review of the properties in which we have an interest, management is not aware of any environmental condition with respect to any of these properties that would be reasonably likely to have a material adverse effect on us. There can be no assurance, however, that (1) the discovery of environmental conditions, which were previously unknown, (2) changes in law, (3) the conduct of tenants or (4) activities relating to properties in the vicinity of the properties in which we have an interest, will not expose us to material liability in the future. Changes in laws increasing the potential liability for environmental conditions existing on properties or increasing the restrictions on discharges or other conditions may result in significant unanticipated expenditures or may otherwise adversely affect the operations of the tenants of properties in which we have an interest.

Results of Operations

Year ended December 31, 2024 compared with December 31, 2023. The increase in net income attributable to common shareholders of $14.2 million was primarily due to the items discussed below.

The increase in total gross revenues of $18.0 million was primarily due to an aggregate increase of $39.8 million in rental revenue, primarily due to an additional $15.0 million of rental revenue recognized related to a tenant exercising a purchase option in a sales-type lease, and $24.8 million from properties placed into service, acquisitions of properties and leasing, partially offset by a decrease in rental revenue of $19.7 million due to property sales.

The increase in depreciation and amortization expense of $9.3 million was primarily due to properties acquired and/or completed and placed in service.

The increase in property operating expense of $2.1 million was primarily due to an increase in operating expense responsibilities at certain properties and carrying costs for vacant development facilities placed into service.

The increase of $3.7 million in general and administrative expense was primarily related to $1.8 million in severance expense incurred after the completion of our portfolio transformation and an increase in deferred compensation expense during 2024.

The increase in non-operating income of $4.7 million was primarily due to an increase in interest income earned from investing in short-term investments.

The increase in interest and amortization expense of $20.1 million is primarily due to an $18.4 million increase in interest expense related to the 2028 Senior Notes issued in November 2023. Additionally, capitalized interest decreased $7.2 million due to less development activity in 2024. This was offset by a decrease of $4.9 million of interest expense related to the 2024 Senior Notes that were paid off in June 2024 at maturity and a decrease of $1.1 million of interest expense related to the normal amortization of mortgages and notes payable.

The decrease in impairment charges of $16.5 million was due to no impairment charges recognized during 2024 compared to 2023.

The increase in gains on sales of properties of $6.8 million was related to the timing of property dispositions.

The increase in benefit (provision) for income taxes of $0.8 million is primarily attributable to the receipt of tax refunds in 2024 with no comparable refunds in 2023.

The decrease in equity in earnings (losses) of non-consolidated entities of $4.5 million was primarily due to recognizing our share of a gain on sale of the sole property owned by BSH Lessee L.P. resulting in an increase in equity earnings of $4.8 million in 2023.

The decrease in net (income) loss attributable to noncontrolling interest holders of $7.2 million was primarily due to noncontrolling interests' share of a gain on sale of a property of $4.7 million in 2023 and an increase in noncontrolling interests' share of operating losses related to development projects placed into service vacant in 2024.

The increase in net income or decrease in net loss in future periods will be closely tied to the level of acquisitions made by us. Without acquisitions, the sources of growth in net income are limited to fixed rent adjustments and index adjustments (such as the consumer price index), reduced interest expense on amortizing mortgages and variable rate indebtedness and by controlling other variable overhead costs. However, there are many factors beyond management's control that could offset these items including, without limitation, changes in economic conditions such as the recent economic uncertainty increased interest rates and tenant monetary defaults and the other risks described in this Annual Report.

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The analysis of the results of operations for the year ended December 31, 2023 compared with the year ended December 31, 2022 is included in our 2023 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission, on February 15, 2024.

Same-Store Results

Same-store net operating income, or NOI, which is a non-GAAP measure, represents the NOI for consolidated properties that were owned, stabilized and included in our portfolio for the entirety of the two comparable reporting periods. We define NOI as operating revenues (rental income (less GAAP rent adjustments, non-cash income and purchase option income related to sales-type leases and lease termination income, net), and other property income) less property operating expenses. Other REITs may use different methodologies for calculating same-store NOI, and accordingly same-store NOI may not be comparable to other REITs. Management believes that same-store NOI is a useful supplemental measure of our operating performance because same-store NOI excludes the change in NOI from acquired and disposed of properties and it highlights operating trends such as occupancy levels, rental rates and operating costs on properties. However, same-store NOI should not be viewed as an alternative measure of our financial performance since it does not reflect the operations of our entire portfolio, nor does it reflect the impact of general and administrative expenses, acquisition-related expenses, interest expense, depreciation and amortization costs, other nonproperty income and losses, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, or trends in development and construction activities which are significant economic costs and activities that could materially impact our results from operations. We believe that net income is the most directly comparable GAAP measure to same-store NOI.

The following presents our consolidated same-store NOI, for the years ended December 31, 2024 and 2023 ($000):

[[GREPCENT_TABLE]]
[["","","","Years Ended December 31,"],["","","","","","2024","","2023"],["Total cash base rent","","","","","$","241,791","","","$","230,527"],["Tenant reimbursements","","","","","51,178","","","49,351"],["Property operating expenses","","","","","(53,436)","","","(51,755)"],["Same-store NOI","","","","","$","239,533","","","$","228,123"]]
[[/GREPCENT_TABLE]]

Our same-store NOI increased for the year ended December 31, 2024 compared to the year ended December 31, 2023 by 5% primarily due to an increase in cash base rents. As of December 31, 2024 and 2023, our historical same-store square footage leased was 99.7% and 100.0%, respectively.

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Below is a reconciliation of net income to same-store NOI for periods presented ($000's):

[[GREPCENT_TABLE]]
[["","","","Years ended December 31,"],["","","","","","2024","","2023"],["Net income","","","","","$","42,835","","","$","35,923"],["Interest and amortization expense","","","","","66,477","","","46,389"],["Provision (benefit) for income taxes","","","","","(127)","","","703"],["Depreciation and amortization","","","","","192,863","","","183,524"],["General and administrative","","","","","40,045","","","36,334"],["Transaction costs","","","","","498","","","4"],["Non-operating/advisory fee income","","","","","(11,812)","","","(7,819)"],["Gains on sales of properties","","","","","(39,848)","","","(33,010)"],["Impairment charges","","","","","\u2014","","","16,490"],["Sales-type lease income attributable to the exercise of a purchase option","","","","","(14,991)","","","\u2014"],["Gain on change in control of a subsidiary","","","","","(209)","","","\u2014"],["Debt satisfaction losses, net","","","","","\u2014","","","132"],["Equity in (earnings) losses of non-consolidated entities","","","","","3,179","","","(1,366)"],["Straight-line adjustments","","","","","(7,272)","","","(9,688)"],["Lease incentives","","","","","1,330","","","439"],["Amortization of above/below market leases","","","","","(2,654)","","","(1,796)"],["Sales-type lease adjustments","","","","","(2,364)","","","(2,231)"],["NOI","","","","","267,950","","","264,028"],["Less NOI:"],["Acquisitions, expansions, development and dispositions","","","","","(28,417)","","","(35,905)"],["Same-Store NOI","","","","","$","239,533","","","$","228,123"]]
[[/GREPCENT_TABLE]]

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Funds From Operations

We believe that Funds from Operations, or FFO, which is a non-GAAP measure, is a widely recognized and appropriate measure of the performance of an equity REIT. We believe FFO is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. As a result, FFO provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities, interest costs and other matters without the inclusion of depreciation and amortization, providing a perspective that may not necessarily be apparent from net income.

The National Association of Real Estate Investment Trusts, or NAREIT, defines FFO as “net income (calculated in accordance with GAAP), excluding depreciation and amortization related to real estate, gains and losses from the sales of certain real estate assets, gains and losses from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. The reconciling items include amounts to adjust earnings from consolidated partially-owned entities and equity in earnings of unconsolidated affiliates to FFO.” FFO does not represent cash generated from operating activities in accordance with GAAP and is not indicative of cash available to fund cash needs.

We present FFO available to common shareholders - basic and also present FFO available to all equityholders - diluted on a company-wide basis as if all securities that are convertible, at the holder's option, into our common shares, are converted at the beginning of the period. We also present Adjusted Company FFO available to all equityholders - diluted, which adjusts FFO available to all equityholders - diluted for certain items which we believe are not indicative of the operating results of our real estate portfolio and not comparable from period to period. We believe this is an appropriate presentation as it is frequently requested by securities analysts, investors and other interested parties. Since others do not calculate these measures in a similar fashion, these measures may not be comparable to similarly titled measures as reported by others. These measures should not be considered as an alternative to net income as an indicator of our operating performance or as an alternative to cash flow as a measure of liquidity.

Adjusted Company FFO, NOI and the other non-GAAP financial measures should not be considered as alternatives to, or more meaningful than, net income or loss as determined in accordance with GAAP. FFO, Adjusted Company FFO and NOI, and GAAP net income (loss) differ because FFO, Adjusted Company FFO and NOI exclude many items that are factored into GAAP net income or loss.

Because of the differences between FFO, Adjusted Company FFO, NOI and GAAP net income or loss, FFO, Adjusted Company FFO and NOI may not be accurate indicators of our operating performance, especially during periods in which we are acquiring and selling properties. In addition, FFO, Adjusted Company FFO and NOI are not necessarily indicative of cash flow available to fund cash needs and investors should not consider FFO, Adjusted Company FFO or NOI as alternatives to cash flows from operations, as an indication of our liquidity or as indicative of funds available to fund our cash needs, including our ability to make distributions to our shareholders.

Neither the SEC nor any other regulatory body has passed judgment on the acceptability of the adjustments that we use to calculate FFO, Adjusted Company FFO and NOI. Also, because not all companies calculate FFO, Adjusted Company FFO and NOI the same way, comparisons with other companies’ measures with similar titles may not be meaningful.

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The following presents a reconciliation of net income attributable to common shareholders to FFO available to common shareholders and Adjusted Company FFO available to all equityholders for 2024 and 2023 (dollars in thousands, except share and per share amounts):

[[GREPCENT_TABLE]]
[["","","","Years Ended December 31,"],["","","","","","2024","","2023"],["FUNDS FROM OPERATIONS:"],["Basic and Diluted:"],["Net income attributable to common shareholders","","","","","$","37,922","","","$","23,863"],["Adjustments:"],["Depreciation and amortization related to real estate","","","","","187,109","","","179,554"],["Impairment charges - real estate, including our share of non-consolidated entities","","","","","295","","","17,859"],["Noncontrolling interests - OP units","","","","","\u2014","","","(58)"],["Amortization of leasing commissions","","","","","5,754","","","3,970"],["Joint venture and noncontrolling interest adjustment","","","","","5,836","","","13,168"],["Gains on sales of properties, including our share of non-consolidated entities","","","","","(41,239)","","","(38,796)"],["Gain on change in control of a subsidiary","","","","","(209)","","","\u2014"],["FFO available to common shareholders - basic","","","","","195,468","","","199,560"],["Preferred dividends","","","","","6,290","","","6,290"],["Amount allocated to participating securities","","","","","322","","","230"],["FFO available to all equityholders - diluted","","","","","202,080","","","206,080"],["Sales-type lease income attributable to the exercise of a purchase option (1)","","","","","(14,991)","","","\u2014"],["Allowance for credit losses","","","","","(61)","","","(32)"],["Transaction costs, including our share of non-consolidated entities(2)","","","","","518","","","4"],["Debt satisfaction losses, net, including our share of non-consolidated entities","","","","","(552)","","","138"],["Non-recurring costs(3)","","","","","1,788","","","\u2014"],["Noncontrolling interest adjustments","","","","","578","","","1"],["Adjusted Company FFO available to all equityholders - diluted","","","","","$","189,360","","","$","206,191"],["Per Common Share Amounts"],["Basic:"],["FFO","","","","","$","0.67","","","$","0.69"],["Diluted:"],["FFO","","","","","$","0.68","","","$","0.70"],["Adjusted Company FFO","","","","","$","0.64","","","$","0.70"],["Weighted-Average Common Shares:"],["Basic:"],["Weighted-average common shares outstanding - basic EPS","","","","","291,472,930","","290,245,877"],["Operating partnership units(4)","","","","","\u2014","","820,386"],["Weighted-average common shares outstanding - basic FFO","","","","","291,472,930","","291,066,263"],["Diluted:"],["Weighted-average common shares outstanding - diluted EPS","","","","","291,559,993","","291,193,514"],["Preferred shares - Series C","","","","","4,710,570","","4,710,570"],["Weighted-average common shares outstanding - diluted FFO","","","","","296,270,563","","295,904,084"]]
[[/GREPCENT_TABLE]]

(1)    Additional rental revenue recognized upon a tenant exercising its purchase option in a sales-type lease.

(2)    Transaction costs including costs associated with terminated investments, such as non-refundable deposits and legal costs.

(3)    Includes non-recurring expenses for severance expense.

(4)    Includes OP units other than OP units held by us.

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