UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007 COMMISSION FILE NUMBER 1-07094
EASTGROUP PROPERTIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 13-2711135
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
300 ONE JACKSON PLACE
188 EAST CAPITOL STREET
JACKSON, MISSISSIPPI 39201
(Address of principal executive offices) (Zip code)
Registrant's telephone number: (601) 354-3555
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
SHARES OF COMMON STOCK, $.0001 PAR VALUE,
SHARES OF SERIES D 7.95% CUMULATIVE REDEEMABLE PREFERRED STOCK, $.0001 PAR VALUE
NEW YORK STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark if the Registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. YES (x) NO ( )
Indicate by check mark if the Registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act. YES ( ) NO (x)
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 (x) NO ( )
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( )
Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one)
Large Accelerated Filer (x) Accelerated Filer () Non-accelerated Filer ()
Smaller Reporting Compnay ()
Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES ( ) NO (x)
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the Registrant's most recently completed second fiscal
quarter: $1,005,373,000.
The number of shares of common stock, $.0001 par value, outstanding as of
February 27, 2008 was 23,804,206.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for the 2008 Annual Meeting of
Shareholders are incorporated by reference into Part III.
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PART I
ITEM 1. BUSINESS.
Organization
EastGroup Properties, Inc. (the Company or EastGroup) is an equity real
estate investment trust (REIT) organized in 1969. The Company has elected to be
taxed and intends to continue to qualify as a REIT under Sections 856-860 of the
Internal Revenue Code (the Code), as amended.
Available Information
The Company maintains a website at www.eastgroup.net. The Company posts its
annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K and amendments to those reports filed or furnished pursuant to Section
13(a) of the Securities Exchange Act of 1934, as amended, as soon as reasonably
practicable after it electronically files or furnishes such materials to the
Securities and Exchange Commission (SEC). In addition, the Company's website
includes items related to corporate governance matters, including, among other
things, the Company's corporate governance guidelines, charters of various
committees of the Board of Directors, and the Company's code of business conduct
and ethics applicable to all employees, officers and directors. The Company
intends to disclose on its website any amendment to, or waiver of, any provision
of this code of business conduct and ethics applicable to the Company's
directors and executive officers that would otherwise be required to be
disclosed under the rules of the SEC or the New York Stock Exchange. Copies of
these reports and corporate governance documents may be obtained, free of
charge, from the Company's website. Any shareholder also may obtain copies of
these documents, free of charge, by sending a request in writing to: Investor
Relations, EastGroup Properties, Inc., 300 One Jackson Place, 188 East Capitol
Street, Jackson, MS 39201-2195.
Administration
EastGroup maintains its principal executive office and headquarters in
Jackson, Mississippi. The Company also has regional offices in Phoenix, Orlando
and Houston and opened a management office in San Antonio in 2008. The Company
also has property management offices in Jacksonville, Tampa and Fort Lauderdale.
Offices at these locations allow the Company to directly manage all of its
Florida, Houston, San Antonio, Arizona and Mississippi properties, which
together account for 62% of the Company's total portfolio on a square foot
basis. In addition, the Company currently provides property administration
(accounting of operations) for its entire portfolio. The regional offices in
Arizona, Florida and Texas also provide development capability and oversight in
those states. As of February 27, 2008, EastGroup had 63 full-time employees and
one part-time employee.
Operations
EastGroup is focused on the development, acquisition and operation of
industrial properties in major Sunbelt markets throughout the United States with
an emphasis in the states of Florida, Texas, Arizona and California. The
Company's goal is to maximize shareholder value by being the leading provider of
functional, flexible, and quality business distribution space for location
sensitive tenants primarily in the 5,000 to 50,000 square foot range.
EastGroup's strategy for growth is based on ownership of premier distribution
facilities generally clustered near major transportation features in supply
constrained submarkets. Over 99% of the Company's revenue is generated from
renting real estate.
During 2007, EastGroup expanded its investments through its development and
acquisition programs. The Company purchased seven operating properties
(1,079,000 square feet in 15 buildings), one property for redevelopment (68,000
square feet) and 102 acres of developable land for a combined cost of $73.1
million. Also during 2007, EastGroup transferred 14 properties (959,000 square
feet) with aggregate costs of $69.8 million at the date of transfer from
development to real estate properties.
EastGroup incurs short-term floating rate bank debt in connection with the
acquisition and development of real estate and, as market conditions permit,
replaces floating rate debt with equity, including preferred equity, and/or
fixed-rate term loans secured by real property. EastGroup also may, in
appropriate circumstances, acquire one or more properties in exchange for
EastGroup securities.
EastGroup holds its properties as long-term investments, but may determine
to sell certain properties that no longer meet its investment criteria. The
Company may provide financing in connection with such sales of property if
market conditions require. In addition, the Company may provide financing to a
partner or co-owner in connection with an acquisition of real estate in certain
situations.
Subject to the requirements necessary to maintain our qualifications as a
REIT, EastGroup may acquire securities of entities engaged in real estate
activities or securitites of other issuers, including for the purpose of
exercising control over those entities.
The Company intends to continue to qualify as a REIT under the Code. To
maintain its status as a REIT, the Company is required to distribute 90% of its
ordinary taxable income to its shareholders. The Company has the option of (i)
reinvesting the sales price of properties sold through tax-deferred exchanges,
allowing for a deferral of capital gains on the sale, (ii) paying out capital
gains to the stockholders with no tax to the Company, or (iii) treating the
capital gains as having been distributed to the stockholders, paying the tax on
the gain deemed distributed and allocating the tax paid as a credit to the
stockholders.
EastGroup has no present intention of acting as an underwriter of offerings
of securities of other issuers. The strategies and policies set forth above were
determined and are subject to review by EastGroup's Board of Directors, which
may change such strategies or policies based upon its evaluation of the state of
the real estate market, the performance of EastGroup's assets, capital and
credit market conditions, and other relevant factors. EastGroup provides annual
reports to its stockholders, which contain financial statements audited by the
Company's independent registered public accounting firm.
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Environmental Matters
Under various federal, state and local laws, ordinances and regulations, an
owner of real estate may be liable for the costs of removal or remediation of
certain hazardous or toxic substances on or in such property. Many such laws
impose liability without regard to whether the owner knows of, or was
responsible for, the presence of such hazardous or toxic substances. The
presence of such substances, or the failure to properly remediate such
substances, may adversely affect the owner's ability to sell or rent such
property or to use such property as collateral in its borrowings. EastGroup's
properties have been subjected to Phase I Environmental Site Assessments (ESAs)
by independent environmental consultants. These reports have not revealed any
potential significant environmental liability. Management of EastGroup is not
aware of any environmental liability that would have a material adverse effect
on EastGroup's business, assets, financial position or results of operations.
ITEM 1A. RISK FACTORS.
In addition to the other information contained or incorporated by reference
in this document, readers should carefully consider the following risk factors.
Any of these risks or the occurrence of any one or more of the uncertainties
described below could have a material adverse effect on the Company's financial
condition and the performance of its business. The Company refers to itself as
"we" or "our" in the following risk factors.
Real Estate Industry Risks
We face risks associated with local real estate conditions in areas where
we own properties. We may be affected adversely by general economic conditions
and local real estate conditions. For example, an oversupply of industrial
properties in a local area or a decline in the attractiveness of our properties
to tenants would have a negative effect on us. Other factors that may affect
general economic conditions or local real estate conditions include:
o population and demographic trends;
o employment and personal income trends;
o income tax laws;
o changes in interest rates and availability and costs of financing;
o increased operating costs, including insurance premiums, utilities and
real estate taxes, due to inflation and other factors which may not
necessarily be offset by increased rents; and
o construction costs.
We may be unable to compete with our larger competitors and other
alternatives available to tenants or potential tenants of our properties. The
real estate business is highly competitive. We compete for interests in
properties with other real estate investors and purchasers, many of whom have
greater financial resources, revenues, and geographical diversity than we have.
Furthermore, we compete for tenants with other property owners. All of our
industrial properties are subject to significant local competition. We also
compete with a wide variety of institutions and other investors for capital
funds necessary to support our investment activities and asset growth.
We are subject to significant regulation that inhibits our activities.
Local zoning and land use laws, environmental statutes and other governmental
requirements restrict our expansion, rehabilitation and reconstruction
activities. These regulations may prevent us from taking advantage of economic
opportunities. Legislation such as the Americans with Disabilities Act may
require us to modify our properties and noncompliance could result in the
imposition of fines or an award of damages to private litigants. Future
legislation may impose additional requirements. We cannot predict what
requirements may be enacted or what changes may be implemented to existing
legislation.
Risks Associated with Our Properties
We may be unable to lease space. When a lease expires, a tenant may elect
not to renew it. We may not be able to re-lease the property on similar terms,
if we are able to re-lease the property at all. The terms of renewal or re-lease
(including the cost of required renovations and/or concessions to tenants) may
be less favorable to us than the prior lease. We also develop properties with no
pre-leasing. If we are unable to lease all or a substantial portion of our
properties, or if the rental rates upon such leasing are significantly lower
than expected rates, our cash generated before debt repayments and capital
expenditures, and our ability to make expected distributions to stockholders,
may be adversely affected.
We have been and may continue to be affected negatively by tenant
bankruptcies and leasing delays. At any time, a tenant may experience a downturn
in its business that may weaken its financial condition. Similarly, a general
decline in the economy may result in a decline in the demand for space at our
industrial properties. As a result, our tenants may delay lease commencement,
fail to make rental payments when due, or declare bankruptcy. Any such event
could result in the termination of that tenant's lease and losses to us, and
distributions to investors may decrease. We receive a substantial portion of our
income as rents under long-term leases. If tenants are unable to comply with the
terms of their leases because of rising costs or falling sales, we may deem it
advisable to modify lease terms to allow tenants to pay a lower rent or a
smaller share of taxes, insurance and other operating costs. If a tenant becomes
insolvent or bankrupt, we cannot be sure that we could recover the premises from
the tenant promptly or from a trustee or debtor-in-possession in any bankruptcy
proceeding relating to the tenant. We also cannot be sure that we would receive
rent in the proceeding sufficient to cover our expenses
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with respect to the premises. If a tenant becomes bankrupt, the federal
bankruptcy code will apply and, in some instances, may restrict the amount and
recoverability of our claims against the tenant. A tenant's default on its
obligations to us could adversely affect our financial condition and the cash we
have available for distribution.
We face risks associated with our property development. We intend to
continue to develop properties where market conditions warrant such investment.
Once made, our investments may not produce results in accordance with our
expectations. Risks associated with our current and future development and
construction activities include:
o the availability of favorable financing alternatives;
o the risk that we may not be able to obtain land on which to develop or
that due to the increased cost of land, our activities may not be as
profitable, especially in certain land constrained areas;
o construction costs exceeding original estimates due to rising interest
rates and increases in the costs of materials and labor;
o construction and lease-up delays resulting in increased debt service,
fixed expenses and construction costs;
o expenditure of funds and devotion of management's time to projects
that we do not complete;
o occupancy rates and rents at newly completed properties may fluctuate
depending on a number of factors, including market and economic
conditions, resulting in lower than projected rental rates and a
corresponding lower return on our investment; and
o complications (including building moratoriums and anti-growth
legislation) in obtaining necessary zoning, occupancy and other
governmental permits.
We face risks associated with property acquisitions. We acquire individual
properties and portfolios of properties, and intend to continue to do so. Our
acquisition activities and their success are subject to the following risks:
o when we are able to locate a desired property, competition from other
real estate investors may significantly increase the purchase price;
o acquired properties may fail to perform as expected;
o the actual costs of repositioning or redeveloping acquired properties
may be higher than our estimates;
o acquired properties may be located in new markets where we face risks
associated with an incomplete knowledge or understanding of the local
market, a limited number of established business relationships in the
area and a relative unfamiliarity with local governmental and
permitting procedures;
o we may be unable to quickly and efficiently integrate new
acquisitions, particularly acquisitions of portfolios of properties,
into our existing operations, and as a result, our results of
operations and financial condition could be adversely affected; and
o we may acquire properties subject to liabilities and without any
recourse, or with only limited recourse, to the transferor with
respect to unknown liabilities. As a result, if a claim were asserted
against us based upon ownership of those properties, we might have to
pay substantial sums to settle it, which could adversely affect our
cash flow.
Coverage under our existing insurance policies may be inadequate to cover
losses. We generally maintain insurance policies related to our business,
including casualty, general liability and other policies, covering our business
operations, employees and assets as appropriate for the markets where each of
our properties and business operations are located. However, we would be
required to bear all losses that are not adequately covered by insurance. In
addition, there may be certain losses that are not generally insured against or
that are not generally fully insured against because it is not deemed
economically feasible or prudent to do so, including losses due to floods, wind,
earthquakes, acts of war, acts of terrorism or riots. If an uninsured loss or a
loss in excess of insured limits occurs with respect to one or more of our
properties, then we could lose the capital we invested in the properties, as
well as the anticipated future revenue from the properties. In addition, if the
damaged properties are subject to recourse indebtedness, we would continue to be
liable for the indebtedness, even if these properties were irreparably damaged.
We face risks due to lack of geographic and real estate sector diversity.
Substantially all of our properties are located in the Sunbelt region of the
United States with an emphasis in the states of Florida, Texas, Arizona and
California. A downturn in general economic conditions and local real estate
conditions in these geographic regions, as a result of oversupply of or reduced
demand for industrial properties, local business climate, business layoffs and
changing demographics, would have a particularly strong adverse effect on us.
Our investments in real estate assets are primarily concentrated in the
industrial distribution sector. This concentration may expose us to the risk of
economic downturns in this sector to a greater extent than if our business
activities included a more significant portion of other sectors of the real
estate industry.
We face risks due to the illiquidity of real estate which may limit our
ability to vary our portfolio. Real estate investments are relatively illiquid.
Our ability to vary our portfolio in response to changes in economic and other
conditions will therefore be limited. In addition, the Internal Revenue Code
limits our ability to sell our properties. If we must sell an investment, we
cannot ensure that we will be able to dispose of the investment at terms
favorable to the Company.
We face possible environmental liabilities. Current and former real estate
owners and operators may be required by law to investigate and clean up
hazardous substances released at the properties they own or operate. They may
also be liable to the government or to third parties for substantial property or
natural resource damage, investigation costs and cleanup costs. In addition,
some environmental laws create a lien on the contaminated site in favor of the
government for damages and costs the government incurs in connection with the
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contamination. Contamination may affect adversely the owner's ability to use,
sell or lease real estate or to borrow using the real estate as collateral. We
have no way of determining at this time the magnitude of any potential liability
to which we may be subject arising out of environmental conditions or violations
with respect to the properties we currently or formerly owned. Environmental
laws today can impose liability on a previous owner or operator of a property
that owned or operated the property at a time when hazardous or toxic substances
were disposed of, released from, or present at, the property. A conveyance of
the property, therefore, does not relieve the owner or operator from liability.
Although ESAs have been conducted at our properties to identify potential
sources of contamination at the properties, such ESAs do not reveal all
environmental liabilities or compliance concerns that could arise from the
properties. Moreover, material environmental liabilities or compliance concerns
may exist, of which we are currently unaware, that in the future may have a
material adverse effect on our business, assets or results of operations.
Financing Risks
We face risks associated with the use of debt to fund acquisitions and
developments, including refinancing risk. We are subject to the risks normally
associated with debt financing, including the risk that our cash flow will be
insufficient to meet required payments of principal and interest. We anticipate
that a portion of the principal of our debt will not be repaid prior to
maturity. Therefore, we will likely need to refinance at least a portion of our
outstanding debt as it matures. There is a risk that we may not be able to
refinance existing debt or that the terms of any refinancing will not be as
favorable as the terms of the existing debt.
We face risks related to "balloon payments." Certain of our mortgages will
have significant outstanding principal balances on their maturity dates,
commonly known as "balloon payments." There can be no assurance whether we will
be able to refinance such balloon payments on the maturity of the loans, which
may force disposition of properties on disadvantageous terms or require
replacement with debt with higher interest rates, either of which would have an
adverse impact on our financial performance and ability to pay dividends to
investors.
We face risks associated with our dependence on external sources of
capital. In order to qualify as a REIT, we are required each year to distribute
to our stockholders at least 90% of our REIT taxable income, and we are subject
to tax on our income to the extent it is not distributed. Because of this
distribution requirement, we may not be able to fund all future capital needs
from cash retained from operations. As a result, to fund capital needs, we rely
on third-party sources of capital, which we may not be able to obtain on
favorable terms, if at all. Our access to third-party sources of capital depends
upon a number of factors, including (i) general market conditions; (ii) the
market's perception of our growth potential; (iii) our current and potential
future earnings and cash distributions; and (iv) the market price of our capital
stock. Additional debt financing may substantially increase our debt-to-total
capitalization ratio. Additional equity financing may dilute the holdings of our
current stockholders.
Covenants in our credit agreements could limit our flexibilty and adversely
affect our financial condistion. The terms of our various credit agreements and
other indebtedness require us to comply with a number of customary financial and
other covenants, such as maintaining debt service coverage and leverage ratios
and maintaining insurance coverage. These covenants may limit our flexibility in
our operatins, and breaches of these covenants could result in defaults under
the instruments governing the applicable indebtedness even if we had satisfied
our payment obligations. If we are unable to refinance our indebtedness at
maturity or meet our payment obligations, the amount of our distributable cash
flow and our financial condition would be adversely affected.
Fluctuations in interest rates may adversely affect our operations and
value of our stock. As of December 31, 2007, we had approximately $135 million
of variable interest rate debt. As of December 31, 2007, the weighted average
interest rate on our variable rate debt was 5.65%. We may also incur
indebtedness in the future that bears interest at a variable rate or we may be
required to refinance our existing debt at higher rates. Accordingly, increases
in interest rates could adversely affect our financial condition, our ability to
pay expected distributions to stockholders and the value of our stock.
A lack of any limitation on our debt could result in our becoming more
highly leveraged. Our governing documents do not limit the amount of
indebtedness we may incur. Accordingly, our Board of Directors may incur
additional debt and would do so, for example, if it were necessary to maintain
our status as a REIT. We might become more highly leveraged as a result, and our
financial condition and cash available for distribution to stockholders might be
negatively affected and the risk of default on our indebtedness could increase.
Other Risks
The market value of our common stock could decrease based on our
performance and market perception and conditions. The market value of our common
stock may be based primarily upon the market's perception of our growth
potential and current and future cash dividends, and may be secondarily based
upon the real estate market value of our underlying assets. The market price of
our common stock is influenced by the dividend on our common stock relative to
market interest rates. Rising interest rates may lead potential buyers of our
common stock to expect a higher dividend rate, which would adversely affect the
market price of our common stock. In addition, rising interest rates would
result in increased expense, thereby adversely affecting cash flow and our
ability to service our indebtedness and pay dividends.
We may fail to qualify as a REIT. If we fail to qualify as a REIT, we will
not be allowed to deduct distributions to stockholders in computing our taxable
income and will be subject to federal income tax, including any applicable
alternative minimum tax, at regular corporate rates. In addition, we may be
barred from qualification as a REIT for the four years following
disqualification. The additional tax incurred at
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regular corporate rates would significantly reduce the cash flow available for
distribution to stockholders and for debt service. Furthermore, we would no
longer be required by the Internal Revenue Code to make any distributions to our
stockholders as a condition of REIT qualification. Any distributions to
stockholders would be taxable as ordinary income to the extent of our current
and accumulated earnings and profits, although such dividend distributions would
be subject to a top federal tax rate of 15% through 2010. Corporate
distributees, however, may be eligible for the dividends received deduction on
the distributions, subject to limitations under the Internal Revenue Code. To
qualify as a REIT, we must comply with certain highly technical and complex
requirements. We cannot be certain we have complied with these requirements
because there are few judicial and administrative interpretations of these
provisions. In addition, facts and circumstances that may be beyond our control
may affect our ability to qualify as a REIT. We cannot assure you that new
legislation, regulations, administrative interpretations or court decisions will
not change the tax laws significantly with respect to our qualification as a
REIT or with respect to the federal income tax consequences of qualification. We
cannot assure you that we will remain qualified as a REIT.
There is a risk of changes in the tax law applicable to real estate
investment trusts. Since the Internal Revenue Service, the United States
Treasury Department and Congress frequently review federal income tax
legislation, we cannot predict whether, when or to what extent new federal tax
laws, regulations, interpretations or rulings will be adopted. Any of such
legislative action may prospectively or retroactively modify our tax treatment
and, therefore, may adversely affect taxation of us and/or our investors.
Our Charter contains provisions that may adversely affect the value of
shareholders' stock. Our charter generally limits any holder from acquiring more
than 9.8% (in value or in number, whichever is more restrictive) of our
outstanding equity stock (defined as all of our classes of capital stock, except
our excess stock). The ownership limit may limit the opportunity for
stockholders to receive a premium for their shares of common stock that might
otherwise exist if an investor were attempting to assemble a block of shares in
excess of 9.8% of the outstanding shares of equity stock or otherwise effect a
change in control. Also, the request of the holders of a majority or more of our
common stock is necessary for stockholders to call a special meeting. We also
require advance notice by stockholders for the nomination of directors or
proposal of business to be considered at a meeting of stockholders.
We have adopted a stockholder rights plan that may make a change in control
difficult. Under the terms of the plan, we declared a dividend of rights on our
common stock. The rights issued under the plan will be triggered, with certain
exceptions, if and when any person or group acquires, or commences a tender
offer to acquire, 15% or more of our shares, our Board of Directors determines
that a substantial stockholder's ownership may be adverse to the interests of
our other stockholders or our qualification as a REIT, or other similar events.
The plan could have the effect of deterring or preventing our acquisition, even
if a majority of our stockholders were in favor of such acquisition, and could
have the effect of making it more difficult for a person or group to gain
control of us or to change existing management.
The Company faces risks in attracting and retaining key personnel. Many of
our senior executives have strong industry reputations, which aid us in
identifying acquisition and development opportunities and negotiating with
tenants and sellers of properties. The loss of the services of these key
personnel could affect our operations because of diminished relationships with
existing and prospective tenants, property sellers and industry personnel. In
addition, attracting new or replacement personnel may be difficult in a
competitive market.
We have severance and change in control agreements with certain of our
officers that may deter changes in control of the Company. If, within a certain
time period (as set in the officer's agreement) following a change in control,
we terminate the officer's employment other than for cause, or if the officer
elects to terminate his or her employment with us for reasons specified in the
agreement, we will make a severance payment equal to the officer's average
annual compensation times an amount specified in the officer's agreement,
together with the officer's base salary and vacation pay that have accrued but
are unpaid through the date of termination. These agreements may deter a change
in control because of the increased cost for a third party to acquire control of
us.
Our Board of Directors may authorize and issue securities without
stockholder approval. Under our Charter, the Board has the power to classify and
reclassify any of our unissued shares of capital stock into shares of capital
stock with such preferences, rights, powers and restrictions as the Board of
Directors may determine. The authorization and issuance of a new class of
capital stock could have the effect of delaying or preventing someone from
taking control of us, even if a change in control were in our stockholders' best
interests.
Maryland business statutes may limit the ability of a third party to
acquire control of us. Maryland law provides protection for Maryland
corporations against unsolicited takeovers by limiting, among other things, the
duties of the directors in unsolicited takeover situations. The duties of
directors of Maryland corporations do not require them to (a) accept, recommend
or respond to any proposal by a person seeking to acquire control of the
corporation, (b) authorize the corporation to redeem any rights under, or modify
or render inapplicable, any stockholders rights plan, (c) make a determination
under the Maryland Business Combination Act or the Maryland Control Share
Acquisition Act, or (d) act or fail to act solely because of the effect of the
act or failure to act may have on an acquisition or potential acquisition of
control of the corporation or the amount or type of consideration that may be
offered or paid to the stockholders in an acquisition. Moreover, under Maryland
law the act of a director of a Maryland corporation relating to or affecting an
acquisition or potential acquisition of control is not subject to any higher
duty or greater scrutiny than is applied to any other act of a director.
Maryland law also contains a statutory presumption that an act of a director of
a Maryland corporation satisfies the applicable standards of conduct for
directors under Maryland law.
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The Maryland Business Combination Act provides that unless exempted, a
Maryland corporation may not engage in business combinations, including mergers,
dispositions of 10 percent or more of its assets, certain issuances of shares of
stock and other specified transactions, with an "interested stockholder" or an
affiliate of an interested stockholder for five years after the most recent date
on which the interested stockholder became an interested stockholder, and
thereafter unless specified criteria are met. An interested stockholder is
generally a person owning or controlling, directly or indirectly, 10 percent or
more of the voting power of the outstanding stock of the Maryland corporation.
The Maryland Control Share Acquisition Act provides that "control shares"
of a corporation acquired in a "control share acquisition" shall have no voting
rights except to the extent approved by a vote of two-thirds of the votes
eligible to cast on the matter. "Control Shares" means shares of stock that, if
aggregated with all other shares of stock previously acquired by the acquirer,
would entitle the acquirer to exercise voting power in electing directors within
one of the following ranges of the voting power: one-tenth or more but less than
one-third, one-third or more but less than a majority or a majority or more of
all voting power. A "control share acquisition" means the acquisition of control
shares, subject to certain exceptions.
If voting rights of control shares acquired in a control share acquisition
are not approved at a stockholders' meeting, then subject to certain conditions
and limitations, the issuer may redeem any or all of the control shares for fair
value. If voting rights of such control shares are approved at a stockholders'
meeting and the acquirer becomes entitled to vote a majority of the shares of
stock entitled to vote, all other stockholders may exercise appraisal rights.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2. PROPERTIES.
EastGroup owned 202 industrial properties and one office building at
December 31, 2007. These properties are located primarily in the Sunbelt states
of Florida, Texas, Arizona and California, the majority of which are clustered
around major transportation features in supply constrained submarkets. The
Company has developed approximately 32% of its total portfolio, including real
estate properties and development properties in lease-up and under construction.
The Company's focus is the ownership of business distribution space (78% of the
total portfolio) with the remainder in bulk distribution space (17%) and
business service space (5%). Business distribution space properties are
typically multi-tenant buildings with a building depth of 200 feet or less,
clear height of 20-24 feet, office finish of 10-25% and truck courts with a
depth of 100-120 feet. See Consolidated Financial Statement Schedule III - Real
Estate Properties and Accumulated Depreciation for a detailed listing of the
Company's properties.
At December 31, 2007, EastGroup did not own any single property that was
10% or more of total book value or 10% or more of total gross revenues and thus
is not subject to the requirements of Items 14 and 15 of Form S-11.
ITEM 3. 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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
7
PART II. OTHER INFORMATION
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.
The Company's shares of Common Stock are listed for trading on the New York
Stock Exchange under the symbol "EGP." The following table shows the high and
low share prices for each quarter reported by the New York Stock Exchange during
the past two years and per share distributions paid for each quarter.
Shares of Common Stock Market Prices and Dividends
Calendar 2007 Calendar 2006
---------------------------------------------------------------------------------------------------
Quarter High Low Distributions High Low Distributions
---------------------------------------------------------------------------------------------------
First $ 57.55 50.27 $ .50 $ 48.60 44.12 $ .49
Second 52.00 43.24 .50 47.50 42.54 .49
Third 46.28 38.49 .50 51.29 45.23 .49
Fourth 48.86 40.44 .50 56.50 48.95 .49
------------- --------------
$ 2.00 $ 1.96
============= ==============
As of February 27, 2008, there were 833 holders of record of the Company's
23,804,206 outstanding shares of common stock. The Company distributed all of
its 2007 and 2006 taxable income to its stockholders. Accordingly, no provision
for income taxes was necessary. The following table summarizes the federal
income tax treatment for all distributions by the Company for the years 2007 and
2006.
Federal Income Tax Treatment of Share Distributions
Years Ended December 31,
--------------------------
2007 2006
--------------------------
Common Share Distributions:
Ordinary Income...................................... $ 1.7449 1.3660
Return of capital.................................... .1273 -
Unrecaptured Section 1250 long-term capital gain..... .0236 .4160
Other long-term capital gain......................... .1042 .1780
--------------------------
Total Common Distributions.............................. $ 2.0000 1.9600
==========================
Securities Authorized For Issuance Under Equity Compensation Plans
See Item 12 of this Annual Report on Form 10-K, "Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder Matters," for
certain information regarding the Company's equity compensation plans.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Total Number Average Total Number of Share Maximum Number of Shares
of Shares Price Paid Purchased as Part of Publicly That May Yet Be Purchased
Period Purchased Per Share Announced Plans or Programs Under the Plans or Programs
----------------------------------------------------------------------------------------------------------------------------
10/01/07 thru 10/31/07 - - - 672,300
11/01/07 thru 11/30/07 - - - 672,300
12/01/07 thru 12/31/07 5,070 (1) $ 41.85 - 672,300 (2)
------------------------------------------------------------
Total 5,070 $ 41.85 -
============================================================
(1) As permitted under the Company's equity compensation plans, these shares
were withheld by the Company to satisfy the tax withholding obligations for
those employees who elected this option in connection with the vesting of shares
of restricted stock. Shares withheld for tax withholding obligations do not
affect the total number of remaining shares available for repurchase under the
Company's common stock repurchase plan.
(2) EastGroup's Board of Directors has authorized the repurchase of up to
1,500,000 shares of its outstanding common stock. The shares may be purchased
from time to time in the open market or in privately negotiated transactions.
Under the common stock repurchase plan, the Company has purchased a total of
827,700 shares for $14,170,000 (an average of $17.12 per share) with 672,300
shares still authorized for repurchase. The Company has not repurchased any
shares under this plan since 2000.
8
Performance Graph
The following graph compares, over the five years ended December 31, 2007,
the cumulative total shareholder return on EastGroup's Common Stock with the
cumulative total return of the Standard & Poor's 500 Index (S&P 500) and the
Equity REIT index prepared by the National Association of Real Estate Investment
Trusts (NAREIT Equity).
The performance graph and related information shall not be deemed
"soliciting material" or be deemed to be "filed" with the SEC, nor shall such
information be incorporated by reference into any future filing, except to the
extent that the Company specifically incorporates it by reference into such
filing.
[GRAPHIC OMITTED]
Fiscal years ended December 31,
-----------------------------------------------------------------------------
2002 2003 2004 2005 2006 2007
-----------------------------------------------------------------------------
EastGroup $ 100.00 135.83 169.73 209.43 258.42 211.03
NAREIT Equity 100.00 137.13 180.44 202.38 273.33 230.44
S&P 500 100.00 126.38 137.74 141.87 161.19 166.88
The information above assumes that the value of the investment in shares of
EastGroup's Common Stock and each index was $100 on December 31, 2002, and that
all dividends were reinvested.
9
ITEM 6. SELECTED FINANCIAL DATA.
The following table sets forth selected consolidated financial data for the
Company derived from the audited consolidated financial statements and should be
read in conjunction with the consolidated financial statements and notes thereto
included elsewhere in this report.
Years Ended December 31,
----------------------------------------------------------------
2007 2006 2005 2004 2003
----------------------------------------------------------------
(In thousands, except per share data)
OPERATING DATA
Revenues
Income from real estate operations.............................. $ 150,638 132,963 120,601 109,119 102,105
Other income.................................................... 92 182 413 356 151
----------------------------------------------------------------
150,730 133,145 121,014 109,475 102,256
----------------------------------------------------------------
Expenses
Expenses from real estate operations............................ 41,118 37,218 34,377 30,686 30,100
Depreciation and amortization................................... 47,908 41,377 37,726 31,302 30,280
General and administrative...................................... 8,295 7,401 6,874 6,711 4,966
----------------------------------------------------------------
97,321 85,996 78,977 68,699 65,346
----------------------------------------------------------------
Operating Income 53,409 47,149 42,037 40,776 36,910
Other Income (Expense)
Equity in earnings of unconsolidated investment................. 285 287 450 69 -
Gain on sales of land........................................... 2,602 123 - - -
Gain on securities.............................................. - - - - 421
Interest income................................................. 306 142 247 121 22
Interest expense................................................ (27,314) (24,616) (23,444) (20,349) (18,878)
Minority interest in joint ventures............................. (609) (600) (484) (490) (416)
----------------------------------------------------------------
Income from Continuing Operations 28,679 22,485 18,806 20,127 18,059
Discontinued operations
Income from real estate operations.............................. 95 1,022 2,221 1,750 2,274
Gain on sales of real estate investments........................ 960 5,727 1,164 1,450 112
----------------------------------------------------------------
Income from discontinued operations............................... 1,055 6,749 3,385 3,200 2,386
----------------------------------------------------------------
Net income ....................................................... 29,734 29,234 22,191 23,327 20,445
Preferred dividends-Series A.................................... - - - - 2,016
Preferred dividends-Series B.................................... - - - - 2,598
Preferred dividends-Series D.................................... 2,624 2,624 2,624 2,624 1,305
Costs on redemption of Series A preferred....................... - - - - 1,778
----------------------------------------------------------------
Net income available to common stockholders....................... $ 27,110 26,610 19,567 20,703 12,748
================================================================
BASIC PER COMMON SHARE DATA
Income from continuing operations............................... $ 1.11 .89 .75 .84 .58
Income from discontinued operations............................. .04 .30 .16 .16 .14
----------------------------------------------------------------
Net income available to common stockholders..................... $ 1.15 1.19 .91 1.00 .72
================================================================
Weighted average shares outstanding............................. 23,562 22,372 21,567 20,771 17,819
================================================================
DILUTED PER COMMON SHARE DATA
Income from continuing operations............................... $ 1.10 .87 .74 .83 .57
Income from discontinued operations............................. .04 .30 .15 .15 .13
----------------------------------------------------------------
Net income available to common stockholders..................... $ 1.14 1.17 .89 .98 .70
================================================================
Weighted average shares outstanding............................. 23,781 22,692 21,892 21,088 18,194
================================================================
OTHER PER SHARE DATA
Book value (at end of year)..................................... $ 15.51 16.28 15.06 15.14 16.01
Common distributions declared................................... 2.00 1.96 1.94 1.92 1.90
Common distributions paid....................................... 2.00 1.96 1.94 1.92 1.90
BALANCE SHEET DATA (AT END OF YEAR)
Real estate investments, at cost ............................... $1,270,559 1,091,491 1,024,459 904,312 842,577
Real estate investments, net of accumulated depreciation........ 1,001,427 860,385 818,032 729,250 695,643
Total assets.................................................... 1,055,833 911,787 863,538 768,664 729,267
Mortgage and bank loans payable................................. 600,804 446,506 463,725 390,105 338,272
Total liabilities............................................... 651,136 490,842 496,972 414,974 360,518
Minority interest in joint ventures............................. 2,312 2,148 1,702 1,884 1,804
Total stockholders' equity...................................... 402,385 418,797 364,864 351,806 366,945
10
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
OVERVIEW
EastGroup's goal is to maximize shareholder value by being the leading
provider in its markets of functional, flexible, and quality business
distribution space for location sensitive tenants primarily in the 5,000 to
50,000 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
and California.
The Company's primary revenue is rental income; as such, EastGroup's
greatest challenge is leasing space. During 2007, leases on 4,990,000 square
feet (21.1%) of EastGroup's total square footage of 23,694,000 expired, and the
Company was successful in renewing or re-leasing 85% of that total. In addition,
EastGroup leased 861,000 square feet of other vacant space during the year.
During 2007, average rental rates on new and renewal leases increased by 12.4%.
EastGroup's total leased percentage was 96.0% at December 31, 2007 compared
to 96.6% at December 31, 2006. Leases scheduled to expire in 2008 were 15.3% of
the portfolio on a square foot basis at December 31, 2007, and this figure was
reduced to 13.0% as of February 27, 2008. Property net operating income (PNOI)
from same properties increased 3.6% for 2007 as compared to 2006. The fourth
quarter of 2007 was EastGroup's eighteenth consecutive quarter of same property
PNOI growth.
The Company generates new sources of leasing revenue through its
acquisition and development programs. During 2007, EastGroup purchased seven
operating properties (1,079,000 square feet in 15 buildings), one property for
redevelopment (68,000 square feet) and 102 acres of developable land for a total
cost of $73.1 million. Two of the properties are in Charlotte, North Carolina, a
new market for EastGroup in late 2006; the Company now owns almost one million
square feet in Charlotte. One of the properties is in San Antonio, Texas, a new
market for EastGroup in 2004. The Company now has approximately 1.7 million
square feet in this market, including properties under development. The other
four operating properties are located in Tucson, Arizona; City of Industry (Los
Angeles), California; Dallas, Texas; and Denver, Colorado. The third new market
for EastGroup in the last few years is Fort Myers, Florida, where the Company
completed the construction of two buildings during the year and currently has
one building under construction. Construction on the Denver, Colorado property
purchased for redevelopment was completed in November 2007.
EastGroup continues to see targeted development as a major contributor to
the Company's growth. 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 2007,
the Company transferred 14 properties (959,000 square feet) with aggregate costs
of $69.8 million at the date of transfer from development to real estate
properties. These properties, twelve of which are 100% leased, are located in
Chandler, Arizona; Orlando, Tampa and Fort Myers, Florida; Houston and San
Antonio, Texas; and Santa Barbara, California. During the second quarter of
2007, the Company executed a ten-year lease for a 404,000 square foot
build-to-suit development in its Southridge Commerce Park in Orlando. The
projected cost of this development is approximately $20.4 million; construction
began in June 2007 with occupancy projected in the second quarter of 2008.
During 2007, the Company primarily funded its acquisition and development
programs through a $175 million line of credit. In January 2008, the Company
replaced its previous credit facility with a four-year, $200 million unsecured
revolving credit facility as discussed in Liquidity and Capital Resources. As
market conditions permit, EastGroup issues equity, including preferred equity,
and/or employs fixed-rate, non-recourse first mortgage debt to replace the
short-term bank borrowings.
On August 8, 2007, the Company closed on a $75 million, non-recourse first
mortgage loan secured by properties containing 1,448,000 square feet. The loan
has a fixed interest rate of 5.57%, a ten-year term and an amortization schedule
of 20 years. The proceeds of this note were used to reduce variable rate bank
borrowings.
During 2007, the Company sold one property in Memphis and recognized a gain
of $603,000. In addition, the Company recognized deferred gains of $387,000 from
previous sales. Also, during the fourth quarter of 2007, the Company received
proceeds of $3,050,000 for the sale of land in lieu of condemnation at Arion
Business Park and recognized a gain of $2,572,000. In addition, the Company
received escrow interest income of $167,000 from the transaction.
Tower Automotive, Inc. (Tower) filed for Chapter 11 reorganization in early
2005. Tower leases 210,000 square feet from EastGroup under a lease expiring in
December 2010 and has been current with their lease payments since declaring
bankruptcy. In July 2007, the Bankruptcy Court approved the affirmation of
Tower's lease with EastGroup. On July 31, 2007, Tower announced that it had
completed the sale of substantially all of its assets to Tower Automotive, LLC,
an affiliate of Cerberus Capital Management, L.P. The sale concluded Tower's
restructuring process and finalized its emergence from Chapter 11.
EastGroup has one reportable segment - industrial properties. These
properties are primarily located in major Sunbelt regions of the United States,
have similar economic characteristics and also meet the other criteria that
permit the properties to be aggregated into one reportable segment. The
Company's chief decision makers use two primary measures of operating results in
making decisions: property net operating income (PNOI), defined as income from
real estate operations less property operating expenses (before interest expense
and depreciation and amortization), and funds from operations available to
common stockholders (FFO), defined as net income (loss) computed in accordance
with U.S. generally accepted accounting principles (GAAP), excluding gains or
losses from sales of depreciable real estate property, plus real estate related
depreciation and amortization, and after adjustments for unconsolidated
partnerships and joint ventures. The Company calculates FFO based on the
National Association of Real Estate Investment Trusts' (NAREIT) definition.
PNOI is a supplemental industry reporting measurement used to evaluate the
performance of the Company's real estate investments. The Company believes that
the exclusion of depreciation and amortization in the industry's calculation of
PNOI provides a supplemental indicator
11
of the property's performance since real estate values have historically risen
or fallen with market conditions. PNOI as calculated by the Company may not be
comparable to similarly titled but differently calculated measures for other
REITs. The major factors that influence PNOI are occupancy levels, acquisitions
and sales, development properties that achieve stabilized operations, rental
rate increases or decreases, and the recoverability of operating expenses. The
Company's success depends largely upon its ability to lease space and to recover
from tenants the operating costs associated with those leases.
Real estate income is comprised of rental income, pass-through income and
other real estate income including lease termination fees. Property operating
expenses are comprised of property taxes, insurance, utilities, repair and
maintenance expenses, management fees, other operating costs and bad debt
expense. 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 Company believes FFO is an appropriate measure of performance for
equity real estate investment trusts. The Company believes that excluding
depreciation and amortization in the calculation of FFO is appropriate since
real estate values have historically increased or decreased based on market
conditions. 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 above), interest rates, the amount of leverage the Company employs and
general and administrative expense. The following table presents the three
fiscal years reconciliations of PNOI and FFO Available to Common Stockholders to
Net Income.
Years Ended December 31,
--------------------------------------
2007 2006 2005
--------------------------------------
(In thousands, except per share data)
Income from real estate operations............................................ $ 150,638 132,963 120,601
Expenses from real estate operations.......................................... (41,118) (37,218) (34,377)
--------------------------------------
PROPERTY NET OPERATING INCOME................................................. 109,520 95,745 86,224
Equity in earnings of unconsolidated investment (before depreciation)......... 417 419 582
Income from discontinued operations (before depreciation and amortization).... 245 1,862 3,801
Interest income............................................................... 306 142 247
Other income.................................................................. 92 182 413
Interest expense.............................................................. (27,314) (24,616) (23,444)
General and administrative expense............................................ (8,295) (7,401) (6,874)
Minority interest in earnings (before depreciation and amortization).......... (783) (751) (625)
Gain on sales of land......................................................... 2,602 791 33
Dividends on Series D preferred shares........................................ (2,624) (2,624) (2,624)
--------------------------------------
FUNDS FROM OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS........................ 74,166 63,749 57,733
Depreciation and amortization from continuing operations...................... (47,908) (41,377) (37,726)
Depreciation and amortization from discontinued operations.................... (150) (840) (1,580)
Depreciation from unconsolidated investment................................... (132) (132) (132)
Minority interest depreciation and amortization............................... 174 151 141
Gain on sales of depreciable real estate investments.......................... 960 5,059 1,131
--------------------------------------
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS................................... 27,110 26,610 19,567
Dividends on preferred shares................................................. 2,624 2,624 2,624
--------------------------------------
NET INCOME.................................................................... $ 29,734 29,234 22,191
======================================
Net income available to common stockholders per diluted share................. $ 1.14 1.17 .89
Funds from operations available to common stockholders per diluted share...... 3.12 2.81 2.64
Diluted shares for earnings per share and funds from operations............... 23,781 22,692 21,892
12
The Company analyzes the following performance trends in evaluating the progress
of the Company:
o The FFO change per share represents the increase or decrease in FFO per
share from the same quarter in the current year compared to the prior year.
FFO per share for the fourth quarter of 2007 was $.86 per share compared
with $.72 per share for the same period of 2006, an increase of 19.4% per
share. PNOI increased 13.6% due to additional PNOI of $1,568,000 from newly
developed properties, $1,404,000 from 2006 and 2007 acquisitions and
$352,000 from same property growth. A gain on the sale of land in lieu of
condemnation at Arion Business Park was recorded during the quarter,
increasing FFO by $2,572,000. Excluding gain on land sales of $2,579,000 in
the fourth quarter of 2007 and $129,000 in the same quarter of 2006, FFO
per share increased 7.0% in the fourth quarter of 2007 compared to the
previous year's quarter. The fourth quarter of 2007 was the fourteenth
consecutive quarter of increased FFO as compared to the previous year's
quarter.
For the year 2007, FFO was $3.12 per share compared with $2.81 per share
for 2006, an increase of 11.0% per share. PNOI increased 14.4% due to
additional PNOI of $5,671,000 from newly developed properties, $4,813,000
from 2006 and 2007 acquisitions and $3,368,000 from same property growth.
The Company recognized gain on land sales of $2,602,000 in 2007 compared to
$791,000 in 2006. In addition, $1,149,000 in lease termination fees were
recognized in 2007 compared to $410,000 in 2006. Without termination fees
and gain on land sales for both years, the increase in FFO per share would
have been 7.2%.
o Same property net operating income change represents the PNOI increase or
decrease for operating properties owned during the entire current period
and prior year reporting period. PNOI from same properties increased 1.4%
for the fourth quarter. The fourth quarter of 2007 was the eighteenth
consecutive quarter of improved same property operations. For the year
2007, PNOI from same properties increased 3.6%.
o Occupancy is the percentage of total leasable square footage for which the
lease term has commenced as of the close of the reporting period. Occupancy
at December 31, 2007 was 95.4%. Occupancy has ranged from 91.2% to 96.1%
for 16 consecutive quarters.
o 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 (4.2% of total square footage)
averaged 17.3% for the fourth quarter of 2007. For the year, rental rate
increases on new and renewal leases (21.5% of total square footage)
averaged 12.4%.
13
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.
Real Estate Properties
The Company allocates the purchase price of acquired properties to net
tangible and identified 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. The remaining purchase price is
allocated among three categories of intangible assets consisting of 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 which reflects 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 fair market rates over the
remaining term of the lease. The amounts allocated to above and below market
leases 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 to 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.
During the industrial development stage, costs associated with development
(i.e., land, construction costs, interest expense during construction and
lease-up, property taxes and other direct and indirect costs associated with
development) are aggregated into the total capitalization of the property.
Included in these costs are management's estimates for the portions of internal
costs (primarily personnel costs) that are deemed directly or indirectly related
to such development activities.
The Company reviews its real estate investments for impairment of value
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. If any real estate investment is considered
permanently impaired, a loss is recorded to reduce the carrying value of the
property to its estimated fair value. Real estate assets to be sold are reported
at the lower of the carrying amount or fair value less selling costs. The
evaluation of real estate investments involves many subjective assumptions
dependent upon future economic events that affect the ultimate value of the
property. Currently, the Company's management is not aware of any impairment
issues nor has it experienced any significant impairment issues in recent years.
In the event of impairment, the property's basis would be reduced and the
impairment would be recognized as a current period charge in the income
statement.
Valuation of Receivables
The Company is subject to tenant defaults and bankruptcies that could
affect the collection of outstanding receivables. In order to mitigate these
risks, the Company performs credit reviews and analyses on prospective tenants
before significant leases are executed. On a quarterly basis, the Company
evaluates outstanding receivables and estimates the allowance for doubtful
accounts. Management specifically analyzes aged receivables, customer
credit-worthiness, historical bad debts and current economic trends when
evaluating the adequacy of the allowance for doubtful accounts. The Company
believes that its allowance for doubtful accounts is adequate for its
outstanding receivables for the periods presented. In the event that the
allowance for doubtful accounts is insufficient for an account that is
subsequently written off, additional bad debt expense would be recognized as a
current period charge in the income statement.
Tax Status
EastGroup, a Maryland corporation, has qualified as a real estate
investment trust under Sections 856-860 of the Internal Revenue Code and intends
to continue to qualify as such. To maintain its status as a REIT, the Company is
required to distribute at least 90% of its ordinary taxable income to its
stockholders. The Company has the option of (i) reinvesting the sales price of
properties sold through tax-deferred exchanges, allowing for a deferral of
capital gains on the sale, (ii) paying out capital gains to the stockholders
with no tax to the Company, or (iii) treating the capital gains as having been
distributed to the stockholders, paying the tax on the gain deemed distributed
and allocating the tax paid as a credit to the stockholders. The Company
distributed all of its 2007, 2006 and 2005 taxable income to its stockholders.
Accordingly, no provision for income taxes was necessary.
14
FINANCIAL CONDITION
EastGroup's assets were $1,055,833,000 at December 31, 2007, an increase of
$144,046,000 from December 31, 2006. Liabilities increased $160,294,000 to
$651,136,000 and stockholders' equity decreased $16,412,000 to $402,385,000
during the same period. The paragraphs that follow explain these changes in
detail.
ASSETS
Real Estate Properties
Real estate properties increased $141,056,000 during the year ended
December 31, 2007, primarily due to the purchase of seven properties and the
transfer of fourteen properties from development, as detailed below.
Date
Real Estate Properties Acquired in 2007 Location Size Acquired Cost (1)
--------------------------------------------------------------------------------------------------------------------
(Square feet) (In thousands)
Westinghouse and Lindbergh I & II...... Charlotte, NC 181,000 01/09/07 $ 8,939
North Stemmons III..................... Dallas, TX 60,000 01/30/07 2,446
Fairgrounds Business Park.............. San Antonio, TX 231,000 03/02/07 9,853
Nations Ford Distribution Center....... Charlotte, NC 456,000 03/08/07 20,096
Country Club Commerce Center II........ Tucson, AZ 45,000 05/15/07 3,796
Industry Distribution Center III....... City of Industry, CA 28,000 06/29/07 3,012
Concord Distribution Center............ Denver, CO 78,000 12/17/07 5,810
------------- ----------------
Total Acquisitions................ 1,079,000 $ 53,952
============= ================
(1) Total cost of the properties acquired was $57,246,000, of which $53,952,000
was allocated to real estate properties as indicated above. Intangibles
associated with the purchases of real estate were allocated as follows:
$3,661,000 to in-place lease intangibles and $246,000 to above market
leases (both included in Other Assets on the consolidated balance sheet)
and $613,000 to below market leases (included in Other Liabilities on the
consolidated balance sheet). All of these costs are amortized over the
remaining lives of the associated leases in place at the time of
acquisition.
Real Estate Properties Transferred from Date
Development in 2007 Location Size Transferred Cost at Transfer
---------------------------------------------------------------------------------------------------------------------
(Square feet) (In thousands)
Santan 10 II............................ Chandler, AZ 85,000 01/01/07 $ 5,501
Oak Creek III........................... Tampa, FL 61,000 03/23/07 3,578
Southridge VI........................... Orlando, FL 81,000 04/01/07 5,294
Arion 16................................ San Antonio, TX 64,000 04/20/07 3,795
Southridge III.......................... Orlando, FL 81,000 04/20/07 5,166
Southridge II........................... Orlando, FL 41,000 05/01/07 3,790
World Houston 15........................ Houston, TX 63,000 05/01/07 4,802
World Houston 23........................ Houston, TX 125,000 05/01/07 7,385
Arion 17................................ San Antonio, TX 40,000 06/01/07 3,028
Beltway Crossing II..................... Houston, TX 50,000 09/01/07 2,986
SunCoast II............................. Fort Myers, FL 63,000 10/10/07 5,604
Castilian Research Center............... Santa Barbara, CA 37,000 10/15/07 8,847
Oak Creek V............................. Tampa, FL 100,000 11/01/07 5,396
World Houston 22........................ Houston, TX 68,000 12/31/07 4,642
------------- ---------------
Total Developments Transferred.... 959,000 $ 69,814
============= ===============
The Company made capital improvements of $15,881,000 on existing and
acquired properties (included in the Capital Expenditures table under Results of
Operations). Also, the Company incurred costs of $4,936,000 on development
properties subsequent to transfer to real estate properties; the Company records
these expenditures as development costs on the consolidated statements of cash
flows during the 12-month period following transfer. These additions were offset
by the sale of one property, Delp Distribution Center I, with costs of
$3,470,000.
Development
The investment in development at December 31, 2007 was $152,963,000
compared to $114,986,000 at December 31, 2006. Total capital invested for
development during 2007 was $112,960,000. The table below is net of $233,000 of
land sold during the year. In addition to the costs incurred for the year as
detailed in the development activity table, the Company incurred costs of
$4,936,000 for improvements on developments during the 12-month period following
transfer to real estate properties.
15
In the first quarter of 2007, EastGroup acquired Centennial Park
Distribution Center in Denver for $4,131,000. The building, which was built in
1990, contains 68,000 square feet and is located near Centennial Airport in
southeast Denver. Redevelopment was completed in the fourth quarter of 2007.
Costs associated with this acquisition are included in the development activity
table.
In addition, the Company executed a ten-year lease with United Stationers
Supply Co. for a 404,000 square foot build-to-suit development in its Southridge
Commerce Park in Orlando. The projected cost of this development is
approximately $20.4 million; construction began in June 2007 with occupancy
projected in the second quarter of 2008. As part of this transaction, EastGroup
entered into contracts with United Stationers to purchase two of its existing
properties (278,000 square feet) in Jacksonville and Tampa, Florida, for
approximately $9 million. These acquisitions are expected to close in mid-2008,
in line with completion of the build-to-suit development.
During 2007, EastGroup purchased 102 acres of developable land for
approximately $11.7 million. Costs associated with these acquisitions are
included in the development activity table. The Company transferred 14
developments to real estate properties during 2007 with a total investment of
$69,814,000 as of the date of transfer.
Costs Incurred
--------------------------------------------
Costs For the Cumulative Estimated
Transferred Year Ended as of Total
DEVELOPMENT Size in 2007(1) 12/31/07 12/31/07 Costs (4)
------------------------------------------------------------------------------------------------------------------------------------
(Square feet) (In thousands)
LEASE-UP
Beltway Crossing III & IV, Houston, TX.......... 110,000 $ - 1,134 6,212 6,500
Interstate Commons III, Phoenix, AZ............. 38,000 - 2,475 3,048 3,200
Oak Creek A & B, Tampa, FL(2)................... 35,000 - 2,190 2,941 3,300
Southridge VII, Orlando, FL..................... 92,000 3,312 2,774 6,086 6,700
SunCoast I, Fort Myers, FL...................... 63,000 - 2,449 5,076 5,500
World Houston 24, Houston, TX................... 93,000 - 4,064 5,165 5,600
World Houston 25, Houston, TX................... 66,000 - 2,549 3,194 3,700
Centennial Park, Denver, CO..................... 68,000 - 4,747 4,747 4,900
Beltway Crossing V, Houston, TX................. 83,000 1,077 2,669 3,746 5,000
Wetmore II, Building A, San Antonio, TX......... 34,000 504 2,297 2,801 3,200
------------------------------------------------------------------------------
Total Lease-up.................................... 682,000 4,893 27,348 43,016 47,600
------------------------------------------------------------------------------
UNDER CONSTRUCTION
40th Avenue Distribution Center, Phoenix, AZ.... 89,000 - 4,046 5,147 6,100
Arion 18, San Antonio, TX....................... 20,000 1,236 719 1,955 2,500
Wetmore II, Buildings B & C, San Antonio, TX.... 124,000 1,269 5,111 6,380 7,600
Oak Creek VI, Tampa, FL........................ 89,000 2,412 1,493 3,905 5,800
Beltway Crossing VI, Houston, TX................ 127,000 1,058 2,465 3,523 6,400
Southridge VIII, Orlando, FL.................... 91,000 2,407 1,633 4,040 6,700
Wetmore II, Building D, San Antonio, TX......... 124,000 1,382 1,603 2,985 8,500
Sky Harbor, Phoenix, AZ......................... 261,000 6,946 7,062 14,008 22,800
Southridge XII, Orlando, FL..................... 404,000 4,089 11,011 15,100 20,400
SunCoast III, Fort Myers, FL.................... 93,000 4,175 - 4,175 8,400
Techway SW IV, Houston, TX...................... 94,000 1,968 - 1,968 5,800
World Houston 27, Houston, TX................... 92,000 2,483 - 2,483 5,500
------------------------------------------------------------------------------
Total Under Construction.......................... 1,608,000 29,425 35,143 65,669 106,500
------------------------------------------------------------------------------
PROSPECTIVE DEVELOPMENT (PRIMARILY LAND)
Phoenix, AZ..................................... - (6,946) 431 - -
Tucson, AZ...................................... 205,000 - 1,719 2,045 14,300
Tampa, FL....................................... 335,000 (2,412) 2,332 4,577 20,100
Orlando, FL..................................... 229,000 (9,808) 5,199 3,762 13,700
West Palm Beach, FL............................. 20,000 - 126 811 2,300
Fort Myers, FL.................................. 659,000 (4,175) 4,326 12,819 48,100
El Paso, TX..................................... 251,000 - - 2,444 9,600
Houston, TX..................................... 1,306,000 (6,586) 11,628 14,549 77,000
San Antonio, TX................................. 410,000 (4,391) 3,551 2,566 24,300
Jackson, MS..................................... 28,000 - - 705 2,000
------------------------------------------------------------------------------
Total Prospective Development..................... 3,443,000 (34,318) 29,312 44,278 211,400
------------------------------------------------------------------------------
5,733,000 $ - 91,803 152,963 365,500
==============================================================================
DEVELOPMENTS COMPLETED AND TRANSFERRED
TO REAL ESTATE PROPERTIES DURING 2007
Santan 10 II, Chandler, AZ...................... 85,000 $ - - 5,501
Oak Creek III, Tampa, FL....................... 61,000 - 119 3,578
Southridge VI, Orlando, FL...................... 81,000 - 323 5,294
Arion 16, San Antonio, TX....................... 64,000 - 1,411 3,795
Southridge III, Orlando, FL..................... 81,000 - 713 5,166
Southridge II, Orlando, FL...................... 41,000 - 244 3,790
World Houston 15, Houston, TX................... 63,000 - 276 4,802
World Houston 23, Houston, TX................... 125,000 - 2,888 7,385
Arion 17, San Antonio, TX....................... 40,000 - 90 3,028
Beltway Crossing II, Houston, TX................ 50,000 - 911 2,986
SunCoast II, Fort Myers, FL..................... 63,000 - 2,953 5,604
Castilian Research Center, Santa Barbara, CA.... 37,000 - 3,925 8,847
Oak Creek V, Tampa, FL......................... 100,000 - 563 5,396
World Houston 22, Houston, TX................... 68,000 - 1,572 4,642
------------------------------------------------------------
Total Transferred to Real Estate Properties....... 959,000 $ - 15,988 69,814 (3)
============================================================
(1) Represents costs transferred from Prospective Development (primarily land)
to Under Construction (or subsequently to Lease-up) during the period.
(2) These buildings were developed for sale.
(3) Represents cumulative costs at the date of transfer.
(4) Included in these costs are development obligations of $31.9 million and
tenant improvement obligations of $5.4 million on properties under development.
16
Accumulated depreciation on real estate properties increased $38,026,000,
primarily due to depreciation expense of $39,688,000 on real estate properties,
offset by accumulated depreciation on properties sold of $1,102,000. The
majority of this amount represents accumulated depreciation on Delp Distribution
Center I, which was sold in 2007.
A summary of Other Assets is presented in Note 5 in the Notes to the
Consolidated Financial Statements.
LIABILITIES
Mortgage notes payable increased $47,920,000 during the year ended December
31, 2007. In August, the Company closed a new $75,000,000 first mortgage loan
secured by properties containing 1,448,000 square feet. The loan has a fixed
interest rate of 5.57%, a ten-year term and an amortization schedule of 20
years. The proceeds of this note were used to reduce variable rate bank
borrowings. This increase was offset by the repayment of two mortgage loans of
$14,220,000, regularly scheduled principal payments of $12,743,000, and mortgage
loan premium amortization of $117,000.
Notes payable to banks increased $106,378,000 during 2007 as a result of
advances of $332,544,000 exceeding repayments of $226,166,000. The Company's
credit facilities are described in greater detail under Liquidity and Capital
Resources.
See Note 8 in the Notes to the Consolidated Financial Statements for a
summary of Accounts Payable and Accrued Expenses. See Note 9 in the Notes to the
Consolidated Financial Statements for a summary of Other Liabilities.
STOCKHOLDERS' EQUITY
Distributions in excess of earnings were $20,445,000 during the year as a
result of dividends on common and preferred stock of $50,179,000 exceeding net
income for financial reporting purposes of $29,734,000. See Note 11 in the Notes
to the Consolidated Financial Statements for information related to the changes
in additional paid-in capital resulting from stock-based compensation.
RESULTS OF OPERATIONS
2007 Compared to 2006
Net income available to common stockholders for 2007 was $27,110,000 ($1.15
per basic share and $1.14 per diluted share) compared to $26,610,000 ($1.19 per
basic share and $1.17 per diluted share) for 2006. Diluted earnings per share
(EPS) for 2007 included a $.15 per share gain on sales of real estate properties
compared to a $.26 per share gain on sales of properties in 2006.
PNOI increased by $13,775,000, or 14.4%, for 2007 compared to 2006,
primarily due to increased average occupancy and rental rates, acquisitions and
developments. Expense to revenue ratios were 27.3% in 2007 compared to 28.0% in
2006. The Company's percentage leased was 96.0% at December 31, 2007 compared to
96.6% at December 31, 2006. Occupancy at the end of 2007 was 95.4% compared to
95.9% at the end of 2006.
The increase in PNOI was primarily attributable to additional PNOI of
$5,671,000 from newly developed properties, $4,813,000 from 2006 and 2007
acquisitions and $3,368,000 from same property growth. Included in same property
growth was $1,149,000 in lease termination fees for 2007 compared to $410,000
for 2006. These increases in PNOI were offset by increased depreciation and
amortization expense and other costs as discussed below.
During the fourth quarter of 2007, EastGroup recorded a gain on the sale of
land in lieu of condemnation at Arion Business Park of $2,572,000. For the year,
the Company recognized gain on land sales of $2,602,000 in 2007 compared to
$791,000 in 2006.
17
The following table presents the components of interest expense for 2007
and 2006:
Years Ended December 31,
---------------------------- Increase
2007 2006 (Decrease)
------------------------------------------
(In thousands, except rates of interest)
Average bank borrowings....................................... $ 96,513 91,314 5,199
Weighted average variable interest rates...................... 6.36% 6.12%
VARIABLE RATE INTEREST EXPENSE
Variable rate interest (excluding loan cost amortization)..... 6,139 5,584 555
Amortization of bank loan costs............................... 353 355 (2)
------------------------------------------
Total variable rate interest expense.......................... 6,492 5,939 553
------------------------------------------
FIXED RATE INTEREST EXPENSE
Fixed rate interest (excluding loan cost amortization)........ 26,350 22,549 3,801
Amortization of mortgage loan costs........................... 558 464 94
------------------------------------------
Total fixed rate interest expense............................. 26,908 23,013 3,895
------------------------------------------
Total interest................................................ 33,400 28,952 4,448
Less capitalized interest..................................... (6,086) (4,336) (1,750)
------------------------------------------
TOTAL INTEREST EXPENSE........................................ $ 27,314 24,616 2,698
==========================================
Interest costs incurred during the period of construction of real estate
properties are capitalized and offset against interest expense. The Company's
weighted average variable interest rates in 2007 were higher than in 2006. In
recent years, the Company closed several new mortgages with ten-year terms at
fixed rates and used the proceeds to reduce the Company's exposure to changes in
variable bank rates. A summary of the Company's weighted average interest rates
on mortgage debt at year-end for the past several years is presented below:
WEIGHTED AVERAGE
MORTGAGE DEBT AS OF: INTEREST RATE
-----------------------------------------------------------------------
December 31, 2003............................. 6.92%
December 31, 2004............................. 6.74%
December 31, 2005............................. 6.31%
December 31, 2006............................. 6.21%
December 31, 2007............................. 6.06%
The increase in mortgage interest expense in 2007 was primarily due to the
new mortgages detailed in the table below.
NEW MORTGAGES IN 2006 AND 2007 INTEREST RATE DATE AMOUNT
--------------------------------------------------------------------------------------------------------------
Huntwood and Wiegman Distribution Centers................. 5.680% 08/08/06 $ 38,000,000
Alamo Downs, Arion 1-15 & 17, Rampart I, II & III,
Santan 10 and World Houston 16........................... 5.970% 10/17/06 78,000,000
Broadway VI, World Houston 1 & 2, 21 & 23, Arion 16,
Ethan Allen, Northpark I-IV, South 55th Avenue, East
University I & II and Santan 10 II....................... 5.570% 08/08/07 75,000,000
------------- --------------
Weighted Average/Total Amount........................... 5.755% $ 191,000,000
============= ==============
Mortgage principal payments were $26,963,000 in 2007 and $45,071,000 in
2006. Included in these principal payments are repayments of two mortgages
totaling $14,220,000 in 2007 and three mortgages totaling $35,929,000 in 2006.
The details of these mortgages are shown in the following table:
INTEREST DATE PAYOFF
MORTGAGE LOANS REPAID IN 2006 AND 2007 RATE REPAID AMOUNT
------------------------------------------------------------------------------------------------------
Huntwood Distribution Center....................... 7.990% 08/08/06 $ 10,557,000
Wiegman Distribution Center........................ 7.990% 08/08/06 4,872,000
Arion Business Park................................ 4.450% 10/16/06 20,500,000
World Houston 1 & 2................................ 7.770% 04/12/07 4,023,000
E. University I & II, Broadway VI, 55th Avenue
and Ethan Allen.................................. 8.060% 05/25/07 10,197,000
---------- -----------------
Weighted Average/Total Amount.................... 6.539% $ 50,149,000
========== =================
18
Depreciation and amortization for continuing operations increased
$6,531,000 for 2007 compared to 2006. This increase was primarily due to
properties acquired and transferred from development during 2006 and 2007.
Property acquisitions and transferred developments were $127 million in 2007 and
$58 million in 2006.
NAREIT has recommended supplemental disclosures concerning straight-line
rent, capital expenditures and leasing costs. Straight-lining of rent for
continuing operations increased income by $839,000 in 2007 compared to $997,000
in 2006.
Capital Expenditures
Capital expenditures for the years ended December 31, 2007 and 2006 were as
follows:
Years Ended December 31,
Estimated ---------------------------
Useful Life 2007 2006
--------------------------------------------
(In thousands)
Upgrade on Acquisitions................... 40 yrs $ 141 351
Tenant Improvements:
New Tenants............................ Lease Life 7,326 7,240
New Tenants (first generation) (1)..... Lease Life 495 688
Renewal Tenants........................ Lease Life 1,963 731
Other:
Building Improvements.................. 5-40 yrs 1,719 1,818
Roofs.................................. 5-15 yrs 3,273 1,803
Parking Lots........................... 3-5 yrs 765 686
Other.................................. 5 yrs 199 153
---------------------------
Total capital expenditures.......... $ 15,881 13,470
===========================
(1) First generation refers to space that has never been occupied under
EastGroup's ownership.
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 are included in depreciation and amortization expense.
Capitalized leasing costs for the years ended December 31, 2007 and 2006 were as
follows:
Years Ended December 31,
Estimated ---------------------------
Useful Life 2007 2006
--------------------------------------------
(In thousands)
Development............................... Lease Life $ 3,108 2,110
New Tenants............................... Lease Life 2,805 2,557
New Tenants (first generation) (1)........ Lease Life 212 112
Renewal Tenants........................... Lease Life 2,124 1,987
---------------------------
Total capitalized leasing costs..... $ 8,249 6,766
===========================
Amortization of leasing costs (2)......... $ 5,339 4,304
===========================
(1) First generation refers to space that has never been occupied under
EastGroup's ownership.
(2) Includes discontinued operations.
Discontinued Operations
The results of operations, including interest expense (if applicable), for
the properties sold or held for sale during the periods reported are shown under
Discontinued Operations on the consolidated income statements. During 2007, the
Company sold one property and recognized a gain of $603,000. In addition, the
Company recognized deferred gains of $357,000 from previous sales.
During 2006, the Company sold certain real estate investments and
recognized total gains from discontinued operations of $5,727,000. See Notes
1(f) and 2 in the Notes to the Consolidated Financial Statements for more
information related to discontinued operations and gain on the sales of these
properties. The following table presents the components of revenue and expense
for the real estate investments sold during 2007 and 2006.
19
Years Ended December 31,
----------------------------
Discontinued Operations 2007 2006
-------------------------------------------------------------------------------------------------
(In thousands)
Income from real estate operations.............................. $ 331 2,634
Expenses from real estate operations............................ (86) (772)
----------------------------
Property net operating income from discontinued operations.... 245 1,862
Depreciation and amortization................................... (150) (840)
----------------------------
Income from real estate operations.............................. 95 1,022
Gain on sales of real estate investments...................... 960 5,727
----------------------------
Income from discontinued operations............................. $ 1,055 6,749
============================
2006 Compared to 2005
Net income available to common stockholders for 2006 was $26,610,000 ($1.19
per basic share and $1.17 per diluted share) compared to $19,567,000 ($.91 per
basic share and $.89 per diluted share) for 2005. Diluted EPS for 2006 included
a $.26 per share gain on sales of real estate properties compared to a $.05 per
share gain on sales of properties in 2005.
PNOI increased by $9,521,000 or 11.0% for 2006 compared to 2005, primarily
due to increased average occupancy, acquisitions and developments. Expense to
revenue ratios were 28.0% in 2006 compared to 28.5% in 2005. The Company's
percentage leased was 96.6% at December 31, 2006 compared to 95.3% at December
31, 2005. Occupancy at the end of 2006 was 95.9% compared to 94.3% at the end of
2005.
The increase in PNOI was primarily attributable to $3,740,000 from same
property growth, $3,148,000 from newly developed properties and $2,455,000 from
2005 and 2006 acquisitions. These increases in PNOI were offset by increased
depreciation and amortization expense and other costs as discussed below.
The following table presents the components of interest expense for 2006
and 2005:
Years Ended December 31,
-------------------------- Increase
2006 2005 (Decrease)
------------------------------------------
(In thousands, except rates of interest)
Average bank borrowings........................................ $ 91,314 100,504 (9,190)
Weighted average variable interest rates....................... 6.12% 4.53%
VARIABLE RATE INTEREST EXPENSE
Variable rate interest (excluding loan cost amortization)...... 5,584 4,555 1,029
Amortization of bank loan costs................................ 355 357 (2)
------------------------------------------
Total variable rate interest expense........................... 5,939 4,912 1,027
------------------------------------------
FIXED RATE INTEREST EXPENSE (1)
Fixed rate interest (excluding loan cost amortization)......... 22,549 20,573 1,976
Amortization of mortgage loan costs............................ 464 444 20
------------------------------------------
Total fixed rate interest expense.............................. 23,013 21,017 1,996
------------------------------------------
Total interest................................................. 28,952 25,929 3,023
Less capitalized interest...................................... (4,336) (2,485) (1,851)
------------------------------------------
TOTAL INTEREST EXPENSE......................................... $ 24,616 23,444 1,172
==========================================
(1) Does not include interest expense for discontinued operations. See Note 2 in
the Notes to the Consolidated Financial Statements for this information.
20
Interest costs incurred during the period of construction of real estate
properties are capitalized and offset against interest expense. The Company's
weighted average variable interest rates in 2006 were significantly higher than
in 2005. The Company closed several new mortgages with ten-year terms at fixed
rates and used the proceeds to reduce the Company's exposure to changes in
variable bank rates. A summary of the Company's weighted average interest rates
on mortgage debt for the past several years is presented below:
WEIGHTED AVERAGE
MORTGAGE DEBT AS OF: INTEREST RATE
-------------------------------------------------------------------------
December 31, 2002............................. 7.34%
December 31, 2003............................. 6.92%
December 31, 2004............................. 6.74%
December 31, 2005............................. 6.31%
December 31, 2006............................. 6.21%
The increase in mortgage interest expense in 2006 was primarily due to the
new and assumed mortgages on acquired properties detailed in the table below.
The Company recorded premiums totaling $1,282,000 to adjust the mortgage loans
assumed to fair market value. These premiums are being amortized over the lives
of the assumed mortgages and reduce the contractual interest expense on these
loans. The interest rates and amounts shown below for the assumed mortgages
represent the fair market rates and values, respectively, at the dates of
assumption.
NEW AND ASSUMED MORTGAGES IN 2005 AND 2006 INTEREST RATE DATE AMOUNT
----------------------------------------------------------------------------------------------------------------------
Arion Business Park (assumed)............................... 4.450% 01/21/05 $ 21,060,000
Interstate Distribution Center - Jacksonville (assumed)..... 5.640% 03/31/05 4,997,000
Country Club I, Lake Pointe, Techway Southwest II and
World Houston 19 & 20.................................... 4.980% 11/30/05 39,000,000
Oak Creek Distribution Center IV (assumed).................. 5.680% 12/07/05 4,443,000
Huntwood and Wiegman Distribution Centers................... 5.680% 08/08/06 38,000,000
Alamo Downs, Arion 1-15 & 17, Rampart I, II & III,
Santan 10 and World Houston 16........................... 5.970% 10/17/06 78,000,000
------------- ---------------
Weighted Average/Total Amount............................. 5.514% $ 185,500,000
============= ===============
Mortgage principal payments were $45,071,000 in 2006 and $25,880,000 in
2005. Included in these principal payments are repayments of three mortgages
totaling $35,929,000 in 2006 and five mortgages totaling $18,435,000 in 2005.
The details of these mortgages are shown in the following table:
INTEREST DATE PAYOFF
MORTGAGE LOANS REPAID IN 2005 AND 2006 RATE REPAID AMOUNT
------------------------------------------------------------------------------------------------------
Westport Commerce Center........................... 8.000% 03/31/05 $ 2,371,000
Lamar Distribution Center II....................... 6.900% 06/30/05 1,781,000
Exchange Distribution Center I..................... 8.375% 07/01/05 1,762,000
Lake Pointe Business Park.......................... 8.125% 07/01/05 9,738,000
JetPort Commerce Park.............................. 8.125% 09/30/05 2,783,000
Huntwood Distribution Center....................... 7.990% 08/08/06 10,557,000
Wiegman Distribution Center........................ 7.990% 08/08/06 4,872,000
Arion Business Park................................ 4.450% 10/16/06 20,500,000
---------- ----------------
Weighted Average/Total Amount.................... 6.663% $ 54,364,000
========== ================
Depreciation and amortization for continuing operations increased
$3,651,000 for 2006 compared to 2005. This increase was primarily due to
properties acquired and transferred from development during 2005 and 2006.
Property acquisitions and transferred developments were $58 million in 2006 and
$92 million in 2005.
NAREIT has recommended supplemental disclosures concerning straight-line
rent, capital expenditures and leasing costs. Straight-lining of rent for
continuing operations increased income by $997,000 in 2006 compared to
$1,941,000 in 2005.
21
Capital Expenditures
Capital expenditures for the years ended December 31, 2006 and 2005 were as
follows:
Years Ended December 31,
Estimated ---------------------------
Useful Life 2006 2005
--------------------------------------------
(In thousands)
Upgrade on Acquisitions.................. 40 yrs $ 351 506
Tenant Improvements:
New Tenants........................... Lease Life 7,240 5,892
New Tenants (first generation) (1).... Lease Life 688 615
Renewal Tenants....................... Lease Life 731 1,374
Other:
Building Improvements................. 5-40 yrs 1,818 1,312
Roofs................................. 5-15 yrs 1,803 318
Parking Lots.......................... 3-5 yrs 686 999
Other................................. 5 yrs 153 246
---------------------------
Total capital expenditures......... $ 13,470 11,262
===========================
(1) First generation refers to space that has never been occupied under
EastGroup's ownership.
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 are included in depreciation and amortization expense.
Capitalized leasing costs for the years ended December 31, 2006 and 2005 were as
follows:
Years Ended December 31,
Estimated ---------------------------
Useful Life 2006 2005
--------------------------------------------
(In thousands)
Development.............................. Lease Life $ 2,110 1,405
New Tenants.............................. Lease Life 2,557 2,497
New Tenants (first generation) (1)....... Lease Life 112 187
Renewal Tenants.......................... Lease Life 1,987 1,448
---------------------------
Total capitalized leasing costs.... $ 6,766 5,537
===========================
Amortization of leasing costs (2)........ $ 4,304 3,863
===========================
(1) First generation refers to space that has never been occupied under
EastGroup's ownership.
(2) Includes discontinued operations.
Discontinued Operations
The results of operations, including interest expense (if applicable), for
the properties sold or held for sale during the periods reported are shown under
Discontinued Operations on the consolidated income statements. During 2006 and
2005, the Company sold certain real estate investments and recognized total
gains from discontinued operations of $5,727,000 and $1,164,000, respectively.
See Notes 1(f) and 2 in the Notes to the Consolidated Financial Statements for
more information related to discontinued operations and gain on the sales of
these properties. The following table presents the components of revenue and
expense for the real estate investments sold during 2006 and 2005.
Years Ended December 31,
----------------------------
Discontinued Operations 2006 2005
-------------------------------------------------------------------------------------------------
(In thousands)
Income from real estate operations.............................. $ 2,634 5,165
Expenses from real estate operations............................ (772) (1,394)
----------------------------
Property net operating income from discontinued operations.... 1,862 3,771
Other income.................................................... - 94
Interest expense................................................ - (64)
Depreciation and amortization................................... (840) (1,580)
----------------------------
Income from real estate operations.............................. 1,022 2,221
Gain on sales of real estate investments...................... 5,727 1,164
----------------------------
Income from discontinued operations............................. $ 6,749 3,385
============================
22
NEW ACCOUNTING PRONOUNCEMENTS
In June 2006, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes, an
Interpretation of FASB Statement No. 109. FIN 48 clarifies the accounting for
uncertainty in income taxes recognized in a company's financial statements and
prescribes a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be
taken in a tax return. FIN 48 was effective January 1, 2007. With few
exceptions, the Company's 2003 and earlier tax years are closed for examination
by U.S. federal, state and local tax authorities. The adoption of FIN 48 in 2007
had an immaterial impact on the Company's overall financial position and results
of operations.
In September 2006, the FASB issued Statement of Financial Accounting
Standards (SFAS) No. 157, Fair Value Measurements, which provides guidance for
using fair value to measure assets and liabilities. SFAS No. 157 applies
whenever other standards require (or permit) assets or liabilities to be
measured at fair value but does not expand the use of fair value in any new
circumstances. The provisions of Statement 157, with the exception of
nonfinancial assets and liabilities, are effective for financial statements
issued for fiscal years beginning after November 15, 2007, and interim periods
within those fiscal years. The FASB deferred for one year the Statement's fair
value measurement requirements for nonfinancial assets and liabilities that are
not required or permitted to be measured at fair value on a recurring basis.
These provisions will be effective for fiscal years beginning after November 15,
2008. EastGroup accounts for its stock-based compensation costs at fair value on
the dates of grant as required under SFAS No. 123R. Also, as required under SFAS
No. 133, the Company accounts for its interest rate swap cash flow hedge on the
Tower Automotive mortgage at fair value. The application of Statement 157 to the
Company in 2008 had virtually no impact on the Company's overall financial
position or results of operations.
In December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business
Combinations, which retains the fundamental requirements in SFAS No. 141 and
requires the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree be measured at fair value as of the
acquisition date. In addition, Statement 141R requires that any goodwill
acquired in the business combination be measured as a residual, and it provides
guidance in determining what information to disclose to enable users of the
financial statements to evaluate the nature and financial effects of the
business combination. The Statement also requires that acquisition-related costs
be recognized as expenses in the periods in which the costs are incurred and the
services are received. SFAS No. 141R applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008, and may
not be applied before that date.
Also in December 2007, the FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statements, which is an amendment of
Accounting Research Bulletin (ARB) No. 51. Statement 160 provides guidance for
entities that prepare consolidated financial statements that have an outstanding
noncontrolling interest in one or more subsidiaries or that deconsolidate a
subsidiary. SFAS No. 160 is effective for fiscal years, and interim periods
within those fiscal years, beginning on or after December 15, 2008, and may not
be applied before that date. The Company anticipates that the adoption of
Statement 160 on January 1, 2009, will have an immaterial impact on the
Company's financial statements.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $86,369,000 for the year
ended December 31, 2007. The primary other sources of cash were from bank
borrowings, mortgage note proceeds and proceeds from the sales of real estate.
The Company distributed $48,056,000 in common and $2,624,000 in preferred stock
dividends during 2007. Other primary uses of cash were for bank debt repayments,
construction and development of properties, purchases of real estate, mortgage
note repayments and capital improvements at various properties.
Total debt at December 31, 2007 and 2006 is detailed below. The Company's
bank credit facilities have certain restrictive covenants, and the Company was
in compliance with all of its debt covenants at December 31, 2007 and 2006.
December 31,
------------------------
2007 2006
------------------------
(In thousands)
Mortgage notes payable - fixed rate......... $ 465,360 417,440
Bank notes payable - floating rate.......... 135,444 29,066
------------------------
Total debt............................... $ 600,804 446,506
========================
During 2007, the Company had a three-year, $175 million unsecured revolving
credit facility with a group of nine banks. This credit facility expired on
January 4, 2008, and was replaced by a four-year, $200 million unsecured
revolving credit facility. The Company customarily uses these lines of credit
for acquisitions and developments. The interest rate on the $175 million line of
credit was based on the LIBOR index and varied according to total
liability to total asset value ratios (as defined in the credit agreement), with
an annual facility fee of 20 basis points. During the year, EastGroup's interest
rate under this facility was LIBOR plus 95 basis points, except that it could be
lowered based upon the competitive bid option in the note. At December 31, 2007,
the weighted average interest rate was 5.65% on a balance of $128,700,000.
EastGroup's $200 million credit facility is with a group of seven banks and
was arranged by PNC Capital Markets LLC. The interest rate on this line of
credit is based on the LIBOR index and varies according to total
liability to total asset value ratios (as defined in the credit
23
agreement), with an annual facility fee of 15-20 basis points. The interest rate
on each tranche is usually reset on a monthly basis and is currently LIBOR plus
70 basis points with an annual facility fee of 20 basis points. The line of
credit, which matures in January 2012, can be expanded by $100 million and has
an option for a one-year extension. At February 27, 2008, the Company's weighted
average interest rate was 4.02% on a balance of $176 million.
The Company also had a one-year, $20 million unsecured revolving credit
facility with PNC Bank, N.A. that matured on January 4, 2008. Upon maturity, it
was replaced by a four-year, $25 million revolving credit facility. These credit
facilities are customarily used for working capital needs. The interest rate on
the $20 million line of credit was based on LIBOR and varied according to total
liability to total asset value ratios (as defined in the credit agreement).
During 2007, the Company's interest rate was LIBOR plus 110 basis points with no
annual facility fee. At December 31, 2007, the interest rate was 5.70% on a
balance of $6,744,000.
EastGroup's $25 million unsecured revolving credit facility is with PNC
Bank, N.A. The interest rate on this working cash line is based on the LIBOR
index and varies according to total liability to total asset value ratios. Under
this facility, the Company's current interest rate is LIBOR plus 75 basis points
with no annual facility fee.
As market conditions permit, EastGroup issues equity, including preferred
equity, and/or employs fixed-rate, non-recourse first mortgage debt to replace
the short-term bank borrowings.
On August 8, 2007, the Company closed on a $75 million, non-recourse first
mortgage loan secured by properties containing 1,448,000 square feet. The loan
has a fixed interest rate of 5.57%, a ten-year term and an amortization schedule
of 20 years. The proceeds of this note were used to reduce variable rate bank
borrowings.
Contractual Obligations
EastGroup's fixed, noncancelable obligations as of December 31, 2007 were
as follows:
Payments Due by Period
-----------------------------------------------------------------------------
Less Than More Than
Total 1 Year 1-3 Years 3-5 Years 5 Years
-----------------------------------------------------------------------------
(In thousands)
Fixed Rate Debt Obligations (1)...... $ 465,360 15,088 59,473 137,933 252,866
Interest on Fixed Rate Debt.......... 155,752 27,776 49,032 36,714 42,230
Variable Rate Debt Obligations (2)... 135,444 135,444 - - -
Operating Lease Obligations:
Office Leases..................... 1,630 298 544 540 248
Ground Leases..................... 19,807 707 1,414 1,414 16,272
Development Obligations (3).......... 31,919 31,919 - - -
Tenant Improvements (4).............. 8,723 8,723 - - -
Purchase Obligations (5)............. 8,935 8,935 - - -
-----------------------------------------------------------------------------
Total............................. $ 827,570 228,890 110,463 176,601 311,616
=============================================================================
(1) These amounts are included on the Consolidated Balance Sheet. A portion of
this debt is backed by a letter of credit totaling $9,822,000 at December 31,
2007. This letter of credit is renewable annually and expires on January 15,
2011.
(2) The Company's variable rate debt changes depending on the Company's cash
needs and, as such, both the principal amounts and the interest rates are
subject to variability. At December 31, 2007, the weighted average interest rate
was 5.65% on the variable rate debt due in January 2008. The Company obtained
new variable rate debt to replace the expiring facilities in January 2008. See
Note 6 in the Notes to the Consolidated Financial Statements.
(3) Represents commitments on properties under development, except for tenant
improvement obligations.
(4) Represents tenant improvement allowance obligations.
(5) At December 31, 2007, EastGroup was under contract with United Stationers to
purchase two of its existing properties (278,000 square feet) in Jacksonville
and Tampa, Florida.
The Company anticipates that its current cash balance, operating cash
flows, borrowings under its lines of credit, proceeds from new mortgage 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) distributions
to stockholders, (v) capital improvements, (vi) purchases of properties, (vii)
development, and (viii) any other normal business activities of the Company,
both in the short- and long-term.
INFLATION AND OTHER ECONOMIC CONSIDERATIONS
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.
EastGroup's financial results are affected by general economic conditions
in the markets in which the Company's properties are located. An economic
recession, 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 impact our ability to renew leases or re-let space as
leases expire. In addition, an economic downturn or recession could also lead to
an increase in overall vacancy rates or decline in rents we can charge to
re-lease properties upon expiration of current leases. In all of these cases,
our cash flow would be adversely affected.
24
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company is exposed to interest rate changes primarily as a result of
its lines of credit 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. To achieve its
objectives, the Company borrows at fixed rates but also has several variable
rate bank lines as discussed under Liquidity and Capital Resources. The table
below presents the principal payments due and weighted average interest rates
for both the fixed rate and variable rate debt.
2008 2009 2010 2011 2012 Thereafter Total Fair Value
---------------------------------------------------------------------------------------------
Fixed rate debt(1) (in thousands)... $ 15,088 45,411 14,062 80,426 57,507 252,866 465,360 470,335(2)
Weighted average interest rate...... 6.17% 6.57% 5.95% 7.00% 6.69% 5.52% 6.06%
Variable rate debt (in thousands)... $ 135,444 - - - - - 135,444 135,444
Weighted average interest rate...... 5.65% - - - - - 5.65%
(1) The fixed rate debt shown above includes the Tower Automotive mortgage,
which has a variable interest rate based on the one-month LIBOR. EastGroup has
an interest rate swap agreement that fixes the rate at 4.03% for the 8-year
term. Interest and related fees result in an annual effective interest rate of
5.30%.
(2) The fair value of the Company's fixed rate debt is estimated based on the
quoted market prices for similar issues or 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.
As the table above incorporates only those exposures that existed as of
December 31, 2007, it does not consider those exposures or positions that could
arise after that date. The ultimate impact of interest rate fluctuations on the
Company will depend on the exposures that arise during the period and interest
rates. If the weighted average interest rate on the variable rate bank debt as
shown above changes by 10% or approximately 57 basis points, interest expense
and cash flows would increase or decrease by approximately $765,000 annually.
The Company has an interest rate swap agreement to hedge its exposure to
the variable interest rate on the Company's $9,710,000 Tower Automotive Center
recourse mortgage, which is summarized in the table below. Under the swap
agreement, the Company effectively pays a fixed rate of interest over the term
of the agreement without the exchange of the underlying notional amount. This
swap is designated as a cash flow hedge and is considered to be fully effective
in hedging the variable rate risk associated with the Tower mortgage loan.
Changes in the fair value of the swap are recognized in accumulated other
comprehensive income (loss). The Company does not hold or issue this type of
derivative contract for trading or speculative purposes.
Current Maturity Fair Value Fair Value
Type of Hedge Notional Amount Date Reference Rate Fixed Rate at 12/31/07 at 12/31/06
----------------------------------------------------------------------------------------------------------------------
(In thousands) (In thousands)
Swap $9,710 12/31/10 1 month LIBOR 4.03% ($56) $314
FORWARD-LOOKING STATEMENTS
Certain statements contained in this report may be deemed "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Words such as "expects," "anticipates," "intends," "plans," "believes,"
"seeks," "estimates," variations of such words and similar expressions are
intended to identify such forward-looking statements, which generally are not
historical in nature. All statements that address operating performance, events
or developments that the Company expects or anticipates will occur in the
future, including statements relating to rent and occupancy growth, development
activity, the acquisition or sale of properties, general conditions in the
geographic areas where the Company operates and the availability of capital, are
forward-looking statements. Forward-looking statements are inherently subject to
known and unknown risks and uncertainties, many of which the Company cannot
predict, including, without limitation: changes in general economic conditions;
the extent of tenant defaults or of any early lease terminations; the Company's
ability to lease or re-lease space at current or anticipated rents; changes in
the supply of and demand for industrial/warehouse properties; increases in
interest rate levels; increases in operating costs; the availability of
financing; natural disasters and the Company's ability to obtain adequate
insurance; changes in governmental regulation, tax rates and similar matters;
and other risks associated with the development and acquisition of properties,
including risks that development projects may not be completed on schedule,
development or operating costs may be greater than anticipated, acquisitions may
not close as scheduled, and those additional factors discussed under "Item
1A. Risk Factors." Although the Company believes that the expectations reflected
in the forward-looking statements are based upon reasonable assumptions at the
time made, the Company can give no assurance that such expectations will be
achieved. The Company assumes no obligation whatsoever to publicly update or
revise any forward-looking statements.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Registrant's Consolidated Balance Sheets as of December 31, 2007 and
2006, and its Consolidated Statements of Income, Changes in Stockholders' Equity
and Cash Flows and Notes to Consolidated Financial Statements for the years
ended December 31, 2007, 2006 and 2005 and the Report of the Independent
Registered Public Accounting Firm thereon are included under Item 15 of this
report and are incorporated herein by reference. Unaudited quarterly results of
operations included in the notes to the consolidated financial statements are
also incorporated herein by reference.
25
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
ITEM 9A. 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 Rule 13a-15. Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that, as of December 31,
2007, 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) Internal Control Over Financial Reporting.
(a) Management's annual report on internal control over financial reporting.
Management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Exchange
Act Rule 13a-15(f). EastGroup's Management Report on Internal Control Over
Financial Reporting is set forth in Part IV, Item 15 of this Form 10-K on page
31 and is incorporated herein by reference.
(b) Report of the independent registered public accounting firm.
The report of KPMG LLP, the Company's independent registered public
accounting firm, on the Company's internal control over financial reporting is
set forth in Part IV, Item 15 of this Form 10-K on page 31 and is incorporated
herein by reference.
(c) Changes in internal control over financial reporting.
There was no change in the Company's internal control over financial
reporting during the Company's fourth fiscal quarter ended December 31, 2007
that has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
Not applicable.
26
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The information regarding directors is incorporated herein by reference
from the section entitled "Proposal One: Election of Directors" in the Company's
definitive Proxy Statement ("2008 Proxy Statement") to be filed pursuant to
Regulation 14A of the Securities Exchange Act of 1934, as amended, for
EastGroup's Annual Meeting of Stockholders to be held on May 29, 2008. The 2008
Proxy Statement will be filed within 120 days after the end of the Company's
fiscal year ended December 31, 2007.
The information regarding executive officers is incorporated herein by
reference from the section entitled "Executive Officers" in the Company's 2008
Proxy Statement.
The information regarding compliance with Section 16(a) of the Exchange Act
is incorporated herein by reference from the section entitled "Section 16(a)
Beneficial Ownership Reporting Compliance" in the Company's 2008 Proxy
Statement.
Information regarding EastGroup's code of business conduct and ethics found
in the subsection captioned "Available Information" in Item 1 of Part I hereof
is also incorporated herein by reference into this Item 10.
The information regarding the Company's audit committee, its members and
the audit committee financial experts is incorporated herein by reference from
the subsection entitled "Audit Committee" in the section entitled "Board
Committees and Meetings" in the Company's 2008 Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION.
The information included under the following captions in the Company's 2008
Proxy Statement is incorporated herein by reference: "Compensation Discussion
and Analysis," "Summary Compensation Table," "Grants of Plan-Based Awards in
2007," "Outstanding Equity Awards at 2007 Fiscal Year-End," "Option Exercises
and Stock Vested in 2007," "Potential Payments upon Termination or Change in
Control," "Director Compensation" and "Compensation Committee Interlocks and
Insider Participation." The information included under the heading "Compensation
Committee Report" in the Company's 2008 Proxy Statement is incorporated herein
by reference; however, this information shall not be deemed to be "soliciting
material" or to be "filed" with the SEC or subject to Regulation 14A or 14C, or
to the liabilities of Section 18 of the Exchange Act.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
Information regarding security ownership of certain beneficial owners and
management is incorporated herein by reference from the sections entitled
"Security Ownership of Certain Beneficial Owners" and "Security Ownership of
Management and Directors" in the Company's 2008 Proxy Statement.
The following table summarizes the Company's equity compensation plan
information as of December 31, 2007.
Equity Compensation Plan Information
(a) (b) (c)
Plan category Number of securities to Weighted-average Number of securities remaining
be issued upon exercise exercise price of available for future issuance
of outstanding options, outstanding options, under equity compensation plans
warrants and rights warrants and rights (excluding securities reflected
in column (a))
Equity compensation
plans approved by
security holders 119,406 $21.39 1,757,392
Equity compensation
plans not approved
by security holders - - -
----------------------------------------------------------------------------------------
Total 119,406 $21.39 1,757,392
========================================================================================
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
The information regarding transactions with related parties and director
independence is incorporated herein by reference from the sections entitled
"Independent Directors" and "Certain Transactions and Relationships" in the
Company's 2008 Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The information regarding principal auditor fees and services is
incorporated herein by reference from the section entitled "Independent
Registered Public Accounting Firm" in the Company's 2008 Proxy Statement.
27
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
Index to Financial Statements:
Page
(a) (1) Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm 30
Management Report on Internal Control Over Financial Reporting 31
Report of Independent Registered Public Accounting Firm 31
Consolidated Balance Sheets - December 31, 2007 and 2006 32
Consolidated Statements of Income - Years ended December 31, 2007, 2006 and 2005 33
Consolidated Statements of Changes in Stockholders' Equity - Years ended December 31, 2007, 2006 and 2005 34
Consolidated Statements of Cash Flows - Years ended December 31, 2007, 2006 and 2005 35
Notes to Consolidated Financial Statements 36
(2) Consolidated Financial Statement Schedules:
Schedule III - Real Estate Properties and Accumulated Depreciation 52
Schedule IV - Mortgage Loans on Real Estate 58
All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted, or
the required information is included in the notes to the consolidated financial
statements.
(3) Exhibits required by Item 601 of Regulation S-K:
(3) Articles of Incorporation and Bylaws
(a) Articles of Incorporation (incorporated by reference to
Appendix B to the Company's Proxy Statement for its Annual
Meeting of Stockholders held on June 5, 1997).
(b) Bylaws of the Company (incorporated by reference to Exhibit
3.1 to the Company's Form 8-K filed December 13, 2007).
(c) Articles Supplementary of the Company relating to the Series
C Preferred Stock (incorporated by reference to Exhibit A to
Exhibit 4 to the Company's Form 8-A filed December 9, 1998).
(d) Articles Supplementary of the Company relating to the 7.95%
Series D Cumulative Redeemable Preferred Stock (incorporated
by reference to Exhibit 3 to the Company's Form 8-A filed
June 6, 2003).
(4) Instruments Defining the Rights of Security Holders
(a) Rights Agreement dated as of December 3, 1998 between the
Company and Harris Trust and Savings Bank, as Rights Agent
(incorporated by reference to Exhibit 4 to the Company's
Form 8-A filed December 9, 1998).
(b) First Amendment to Rights Agreement dated December 20, 2004
between the Company and Equiserve Trust Company, N.A., which
replaced Harris Trust and Savings Bank, as Rights Agent
(incorporated by reference to Exhibit 99.1 to the Company's
Form 8-K filed December 22, 2004).
(c) Second Amendment to Rights Agreement dated as of July 23,
2007 between the Company and Wells Fargo Bank, National
Association, as Rights Agent (incorporated by reference to
Exhibit 4.1 to the Company's Form 8-K filed July 23, 2007).
(10) Material Contracts (*Indicates management or compensatory
agreement):
(a) EastGroup Properties, Inc. 1991 Directors Stock Option Plan,
as Amended (incorporated by reference to Exhibit B to the
Company's Proxy Statement for its Annual Meeting of
Stockholders held on December 8, 1994).*
(b) EastGroup Properties, Inc. 1994 Management Incentive Plan,
as Amended and Restated (incorporated by reference to
Appendix A to the Company's Proxy Statement for its Annual
Meeting of Stockholders held on June 2, 1999).*
(c) Amendment No. 1 to the Amended and Restated 1994 Management
Incentive Plan (incorporated by reference to Exhibit 10(c)
to the Company's Form 8-K filed January 8, 2007).*
(d) EastGroup Properties, Inc. 2000 Directors Stock Option Plan
(incorporated by reference to Appendix A to the Company's
Proxy Statement for its Annual Meeting of Stockholders held
on June 1, 2000).*
(e) EastGroup Properties, Inc. 2004 Equity Incentive Plan
(incorporated by reference to Appendix D to the Company's
Proxy Statement for its Annual Meeting of Stockholders held
on May 27, 2004).*
(f) Amendment No. 1 to the 2004 Equity Incentive Plan
(incorporated by reference to Exhibit 10(f) to the Company's
Form 10-K for the year ended December 31, 2006). *
28
(g) Amendment No. 2 to the 2004 Equity Incentive Plan
(incorporated by reference to Exhibit 10(d) to the Company's
Form 8-K filed January 8, 2007).*
(h) EastGroup Properties, Inc. 2005 Directors Equity Incentive
Plan (incorporated by reference to Appendix B to the
Company's Proxy Statement for its Annual Meeting of
Stockholders held on June 2, 2005).*
(i) Amendment No. 1 to the 2005 Directors Equity Incentive Plan
(incorporated by reference to Exhibit 10.1 to the Company's
Form 8-K filed June 6, 2006).*
(j) Form of Severance and Change in Control Agreement that the
Company has entered into with Leland R. Speed, David H.
Hoster II and N. Keith McKey (incorporated by reference to
Exhibit 10(a) to the Company's Form 8-K filed January 8,
2007).*
(k) Form of Severance and Change in Control Agreement that the
Company has entered into with John F. Coleman, William D.
Petsas, Brent W. Wood and C. Bruce Corkern (incorporated by
reference to Exhibit 10(b) to the Company's Form 8-K filed
January 8, 2007).*
(l) Compensation Program for Non-Employee Directors (a written
description thereof is set forth in Item 1.01 of the
Company's Form 8-K filed June 6, 2006).*
(m) Annual Cash Bonus and 2007 Annual Long-Term Incentive
Performance Goals (a written description thereof is set
forth in Item 5.02 of the Company's Form 8-K filed June 5,
2007).*
(n) Multi-Year Long-Term Incentive Performance Goals (a written
description thereof is set forth in Item 1.01 of the
Company's Form 8-K filed June 6, 2006).*
(o) Second Amended and Restated Credit Agreement Dated January
4, 2008 among EastGroup Properties, L.P.; EastGroup
Properties, Inc.; PNC Bank, National Association, as
Administrative Agent; Regions Bank and SunTrust Bank as
Co-Syndication Agents; Wells Fargo Bank, National
Association as Documentation Agent; and PNC Capital Markets
LLC, as Sole Lead Arranger and Sole Bookrunner; and the
Lenders thereunder (incorporated by reference to Exhibit
10.1 to the Company's Form 8-K filed January 10, 2008).
(21) Subsidiaries of EastGroup Properties, Inc. (filed herewith).
(23) Consent of KPMG LLP (filed herewith).
(24) Powers of attorney (filed herewith).
(31) Rule 13a-14(a)/15d-14(a) Certifications (pursuant to Section 302
of the Sarbanes-Oxley Act of 2002)
(a) David H. Hoster II, Chief Executive Officer
(b) N. Keith McKey, Chief Financial Officer
(32) Section 1350 Certifications (pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002)
(a) David H. Hoster II, Chief Executive Officer
(b) N. Keith McKey, Chief Financial Officer
29
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
THE BOARD OF DIRECTORS AND STOCKHOLDERS
EASTGROUP PROPERTIES, INC.:
We have audited the accompanying consolidated balance sheets of EastGroup
Properties, Inc. and subsidiaries (the Company) as of December 31, 2007 and
2006, and the related consolidated statements of income, changes in
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 2007. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of EastGroup
Properties, Inc. and subsidiaries as of December 31, 2007 and 2006, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 2007, in conformity with U.S. generally
accepted accounting principles.
As discussed in Notes 1 and 11 to the consolidated financial statements,
effective January 1, 2006, the Company changed its method of accounting for
share-based payments in accordance with Statement of Financial Accounting
Standards No. 123 (Revised 2004).
We also have audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the Company's internal
control over financial reporting as of December 31, 2007, based on the criteria
established in Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO), and our report
dated February 27, 2008, expressed an unqualified opinion on the effectiveness
of the Company's internal control over financial reporting.
Jackson, Mississippi KPMG LLP
February 27, 2008
30
MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
EastGroup's management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Exchange
Act Rule 13a-15(f). Under the supervision and with the participation of
management, including the chief executive officer and chief financial officer,
EastGroup conducted an evaluation of the effectiveness of internal control over
financial reporting based on the framework in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on EastGroup's evaluation under the framework in Internal
Control - Integrated Framework, management concluded that our internal control
over financial reporting was effective as of December 31, 2007.
Jackson, Mississippi EASTGROUP PROPERTIES, INC.
February 27, 2008
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
THE BOARD OF DIRECTORS AND STOCKHOLDERS
EASTGROUP PROPERTIES, INC.:
We have audited EastGroup Properties, Inc. and subsidiaries' (the Company)
internal control over financial reporting as of December 31, 2007, based on the
criteria established in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). The
Company's management is responsible for maintaining effective internal control
over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting, included in the accompanying Management Report
on Internal Control over Financial Reporting. Our responsibility is to express
an opinion on the Company's internal control over financial reporting based on
our audit.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audit also included performing
such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
In our opinion, EastGroup Properties, Inc. and subsidiaries maintained, in
all material respects, effective internal control over financial reporting as of
December 31, 2007, based on the criteria established in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission.
We also have audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the consolidated balance
sheets of EastGroup Properties, Inc. and subsidiaries as of December 31, 2007
and 2006, and the related consolidated statements of income, changes in
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 2007, and our report dated February 27, 2008,
expressed an unqualified opinion on those consolidated financial statements.
Jackson, Mississippi KPMG LLP
February 27, 2008
31
CONSOLIDATED BALANCE SHEETS
December 31,
----------------------------------------------------
2007 2006
----------------------------------------------------
(In thousands, except for share and per share data)
ASSETS
Real estate properties........................................................ $ 1,114,966 973,910
Development................................................................... 152,963 114,986
----------------------------------------------------
1,267,929 1,088,896
Less accumulated depreciation............................................... (269,132) (231,106)
----------------------------------------------------
998,797 857,790
Unconsolidated investment..................................................... 2,630 2,595
Cash.......................................................................... 724 940
Other assets.................................................................. 53,682 50,462
----------------------------------------------------
TOTAL ASSETS................................................................ $ 1,055,833 911,787
====================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Mortgage notes payable........................................................ $ 465,360 417,440
Notes payable to banks........................................................ 135,444 29,066
Accounts payable & accrued expenses........................................... 34,179 32,589
Other liabilities............................................................. 16,153 11,747
----------------------------------------------------
651,136 490,842
----------------------------------------------------
----------------------------------------------------
Minority interest in joint ventures............................................. 2,312 2,148
----------------------------------------------------
STOCKHOLDERS' EQUITY
Series C Preferred Shares; $.0001 par value; 600,000 shares authorized;
no shares issued............................................................ - -
Series D 7.95% Cumulative Redeemable Preferred Shares and additional
paid-in capital; $.0001 par value; 1,320,000 shares authorized and issued;
stated liquidation preference of $33,000.................................... 32,326 32,326
Common shares; $.0001 par value; 68,080,000 shares authorized;
23,808,768 shares issued and outstanding at December 31, 2007 and
23,701,275 at December 31, 2006............................................. 2 2
Excess shares; $.0001 par value; 30,000,000 shares authorized;
no shares issued............................................................ - -
Additional paid-in capital on common shares................................... 467,573 463,170
Distributions in excess of earnings........................................... (97,460) (77,015)
Accumulated other comprehensive income (loss)................................. (56) 314
----------------------------------------------------
402,385 418,797
----------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY...................................... $ 1,055,833 911,787
====================================================
See accompanying notes to consolidated financial statements.
32
CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31,
----------------------------------------------------
2007 2006 2005
----------------------------------------------------
(In thousands, except per share data)
REVENUES
Income from real estate operations..................................... $ 150,638 132,963 120,601
Other income........................................................... 92 182 413
----------------------------------------------------
150,730 133,145 121,014
----------------------------------------------------
EXPENSES
Expenses from real estate operations................................... 41,118 37,218 34,377
Depreciation and amortization.......................................... 47,908 41,377 37,726
General and administrative............................................. 8,295 7,401 6,874
----------------------------------------------------
97,321 85,996 78,977
----------------------------------------------------
OPERATING INCOME......................................................... 53,409 47,149 42,037
OTHER INCOME (EXPENSE)
Equity in earnings of unconsolidated investment........................ 285 287 450
Gain on sales of land.................................................. 2,602 123 -
Interest income........................................................ 306 142 247
Interest expense....................................................... (27,314) (24,616) (23,444)
Minority interest in joint ventures.................................... (609) (600) (484)
----------------------------------------------------
INCOME FROM CONTINUING OPERATIONS........................................ 28,679 22,485 18,806
----------------------------------------------------
DISCONTINUED OPERATIONS
Income from real estate operations..................................... 95 1,022 2,221
Gain on sales of real estate investments............................... 960 5,727 1,164
----------------------------------------------------
INCOME FROM DISCONTINUED OPERATIONS ..................................... 1,055 6,749 3,385
----------------------------------------------------
NET INCOME............................................................... 29,734 29,234 22,191
Preferred dividends-Series D........................................... 2,624 2,624 2,624
----------------------------------------------------
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS.............................. $ 27,110 26,610 19,567
====================================================
BASIC PER COMMON SHARE DATA
Income from continuing operations...................................... $ 1.11 .89 .75
Income from discontinued operations.................................... .04 .30 .16
----------------------------------------------------
Net income available to common stockholders............................ $ 1.15 1.19 .91
====================================================
Weighted average shares outstanding.................................... 23,562 22,372 21,567
====================================================
DILUTED PER COMMON SHARE DATA
Income from continuing operations...................................... $ 1.10 .87 .74
Income from discontinued operations.................................... .04 .30 .15
----------------------------------------------------
Net income available to common stockholders............................ $ 1.14 1.17 .89
====================================================
Weighted average shares outstanding.................................... 23,781 22,692 21,892
====================================================
Dividends declared per common share...................................... $ 2.00 1.96 1.94
====================================================
See accompanying notes to consolidated financial statements.
33
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Accumulated
Additional Distributions Other
Preferred Common Paid-In In Excess Comprehensive
Stock Stock Capital Of Earnings Income (Loss) Total
---------------------------------------------------------------------------------
(In thousands, except for share and per share data)
BALANCE, DECEMBER 31, 2004........................ $ 32,326 2 354,671 (35,207) 14 351,806
Comprehensive income
Net income...................................... - - - 22,191 - 22,191
Net unrealized change in fair value of
interest rate swap............................ - - - - 297 297
-----------
Total comprehensive income.................... 22,488
-----------
Common dividends declared - $1.94 per share....... - - - (42,290) - (42,290)
Preferred dividends declared - $1.9876 per share.. - - - (2,624) - (2,624)
Issuance of 860,000 shares of common stock,
common stock offering, net of expenses ......... - - 31,597 - - 31,597
Stock-based compensation, net of forfeitures...... - - 2,073 - - 2,073
Issuance of 72,415 shares of common stock,
options exercised............................... - - 1,507 - - 1,507
Issuance of 8,279 shares of common stock,
dividend reinvestment plan...................... - - 346 - - 346
Other............................................. - - (39) - - (39)
---------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2005........................ 32,326 2 390,155 (57,930) 311 364,864
Comprehensive income
Net income...................................... - - - 29,234 - 29,234
Net unrealized change in fair value of
interest rate swap............................ - - - - 3 3
-----------
Total comprehensive income.................... 29,237
-----------
Common dividends declared - $1.96 per share....... - - - (45,695) - (45,695)
Preferred dividends declared - $1.9876 per share.. - - - (2,624) - (2,624)
Issuance of 1,437,500 shares of common stock,
common stock offering, net of expenses.......... - - 68,112 - - 68,112
Stock-based compensation, net of forfeitures...... - - 2,943 - - 2,943
Issuance of 118,269 shares of common stock,
options exercised............................... - - 2,154 - - 2,154
Issuance of 6,236 shares of common stock,
dividend reinvestment plan...................... - - 305 - - 305
Other............................................. - - (499) - - (499)
---------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2006........................ 32,326 2 463,170 (77,015) 314 418,797
Comprehensive income
Net income...................................... - - - 29,734 - 29,734
Net unrealized change in fair value of
interest rate swap............................ - - - - (370) (370)
-----------
Total comprehensive income.................... 29,364
-----------
Common dividends declared - $2.00 per share....... - - - (47,555) - (47,555)
Preferred dividends declared - $1.9876 per share.. - - - (2,624) - (2,624)
Stock-based compensation, net of forfeitures...... - - 3,198 - - 3,198
Issuance of 67,150 shares of common stock,
options exercised............................... - - 1,475 - - 1,475
Issuance of 6,281 shares of common stock,
dividend reinvestment plan...................... - - 279 - - 279
11,382 shares withheld to satisfy tax withholding
obligations in connection with the vesting of
restricted stock ............................... - - (549) - - (549)
---------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2007........................ $ 32,326 2 467,573 (97,460) (56) 402,385
=================================================================================
See accompanying notes to consolidated financial statements.
34
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31,
-----------------------------------------
2007 2006 2005
-----------------------------------------
(In thousands)
OPERATING ACTIVITIES
Net income............................................................................. $ 29,734 29,234 22,191
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization from continuing operations............................. 47,908 41,377 37,726
Depreciation and amortization from discontinued operations........................... 150 840 1,580
Minority interest depreciation and amortization...................................... (174) (151) (141)
Amortization of mortgage loan premiums............................................... (117) (403) (333)
Gain on sales of land and real estate investments.................................... (3,562) (5,850) (1,164)
Stock-based compensation expense..................................................... 2,220 2,125 1,593
Equity in earnings of unconsolidated investment, net of distributions................ (35) 23 (20)
Changes in operating assets and liabilities:
Accrued income and other assets.................................................... 3,536 (4,765) 336
Accounts payable, accrued expenses and prepaid rent................................ 6,709 4,141 5,798
-----------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES................................................ 86,369 66,571 67,566
-----------------------------------------
INVESTING ACTIVITIES
Real estate development................................................................ (112,960) (77,666) (58,192)
Purchases of real estate............................................................... (57,838) (19,539) (46,507)
Real estate improvements............................................................... (15,881) (13,470) (11,262)
Proceeds from sales of land and real estate investments................................ 6,357 38,412 6,034
Distributions from unconsolidated investment........................................... - - 6,658
Repayments on mortgage loans receivable................................................ - - 7,550
Changes in other assets and other liabilities.......................................... (3,786) (2,792) (2,794)
-----------------------------------------
NET CASH USED IN INVESTING ACTIVITIES.................................................... (184,108) (75,055) (98,513)
-----------------------------------------
FINANCING ACTIVITIES
Proceeds from bank borrowings.......................................................... 332,544 191,689 187,286
Repayments on bank borrowings.......................................................... (226,166) (279,387) (156,953)
Proceeds from mortgage notes payable................................................... 75,000 116,000 39,000
Principal payments on mortgage notes payable........................................... (26,963) (45,071) (25,880)
Debt issuance costs.................................................................... (701) (1,048) (664)
Distributions paid to stockholders..................................................... (50,680) (47,843) (44,907)
Proceeds from common stock offerings................................................... - 68,112 31,597
Proceeds from exercise of stock options................................................ 1,475 2,154 1,507
Proceeds from dividend reinvestment plan............................................... 279 305 346
Other.................................................................................. (7,265) 2,598 322
-----------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES................................................ 97,523 7,509 31,654
-----------------------------------------
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS......................................... (216) (975) 707
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR......................................... 940 1,915 1,208
-----------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR............................................... $ 724 940 1,915
=========================================
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest, net of amount capitalized of $6,086, $4,336 and $2,485
for 2007, 2006 and 2005, respectively................................................ $ 25,838 23,870 22,842
Fair value of debt assumed by the Company in the purchase of real estate............... - - 30,500
Fair value of common stock awards issued to employees and directors, net of
forfeitures.......................................................................... 1,443 3,234 1,000
See accompanying notes to consolidated financial statements.
35
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2007, 2006 AND 2005
(1) SIGNIFICANT ACCOUNTING POLICIES
(a) Principles of Consolidation
The consolidated financial statements include the accounts of EastGroup
Properties, Inc., its wholly-owned subsidiaries and its investment in any joint
ventures in which the Company has a controlling interest. At December 31, 2005,
the Company had a controlling interest in one joint venture: the 80% owned
University Business Center. At December 31, 2006 and 2007, the Company had a
controlling interest in two joint ventures: the 80% owned University Business
Center and the 80% owned Castilian Research Center. The Company records 100% of
the joint ventures' assets, liabilities, revenues and expenses with minority
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.
(b) Income Taxes
EastGroup, a Maryland corporation, has qualified as a real estate
investment trust (REIT) under Sections 856-860 of the Internal Revenue Code and
intends to continue to qualify as such. To maintain its status as a REIT, the
Company is required to distribute 90% of its ordinary taxable income to its
stockholders. The Company has the option of (i) reinvesting the sales price of
properties sold through tax-deferred exchanges, allowing for a deferral of
capital gains on the sale, (ii) paying out capital gains to the stockholders
with no tax to the Company, or (iii) treating the capital gains as having been
distributed to the stockholders, paying the tax on the gain deemed distributed
and allocating the tax paid as a credit to the stockholders. The Company
distributed all of its 2007, 2006 and 2005 taxable income to its stockholders.
Accordingly, no provision for income taxes was necessary. The following table
summarizes the federal income tax treatment for all distributions by the Company
for the years ended 2007, 2006 and 2005.
Federal Income Tax Treatment of Share Distributions
Years Ended December 31,
---------------------------------------
2007 2006 2005
---------------------------------------
Common Share Distributions:
Ordinary income..................................... $ 1.7449 1.3660 1.4816
Return of capital................................... .1273 - .3724
Unrecaptured Section 1250 long-term capital gain.... .0236 .4160 .0828
Other long-term capital gain........................ .1042 .1780 .0032
---------------------------------------
Total Common Distributions............................ $ 2.0000 1.9600 1.9400
=======================================
Series D Preferred Share Distributions:
Ordinary income..................................... $ 1.8608 1.3852 1.8788
Unrecaptured Section 1250 long-term capital gain.... .0234 .4220 .1044
Other long-term capital gain........................ .1034 .1804 .0044
---------------------------------------
Total Preferred D Distributions....................... $ 1.9876 1.9876 1.9876
=======================================
The Company's income may differ for tax and financial reporting purposes
principally because of (1) the timing of the deduction for the provision for
possible losses and losses on investments, (2) the timing of the recognition of
gains or losses from the sale of investments, (3) different depreciation methods
and lives, (4) real estate properties having a different basis for tax and
financial reporting purposes, and (5) differences in book and tax allowances and
timing for stock-based compensation expense.
(c) Income Recognition
Minimum rental income from real estate operations is recognized on a
straight-line basis. The straight-line rent calculation on leases includes the
effects of rent concessions and scheduled rent increases, and the calculated
straight-line rent income is recognized over the lives of the individual leases.
The Company maintains allowances for doubtful accounts receivable, including
deferred rent receivable, based upon estimates determined by management.
Management specifically analyzes aged receivables, customer credit-worthiness,
historical bad debts and current economic trends when evaluating the adequacy of
the allowance for doubtful accounts.
Revenue is recognized on payments received from tenants for early
terminations after all criteria have been met in accordance with Statement of
Financial Accounting Standards (SFAS) No. 13, Accounting for Leases. Interest
income on mortgage loans receivable is recognized based on the accrual method
unless a significant uncertainty of collection exists. If a significant
uncertainty exists, interest income is recognized as collected.
The Company recognizes gains on sales of real estate in accordance with the
principles set forth in SFAS No. 66, Accounting for Sales of Real Estate. Upon
closing of real estate transactions, the provisions of SFAS No. 66 require
consideration for the transfer of rights of ownership to the purchaser, receipt
of an adequate cash down payment from the purchaser, adequate continuing
investment by the purchaser and no substantial continuing involvement by the
Company. If the requirements for recognizing gains have not been met, the sale
and related costs are recorded, but the gain is deferred and recognized by a
method other than the full accrual method.
36
(d) Real Estate Properties
EastGroup has one reportable segment-industrial properties. These
properties are concentrated in major Sunbelt markets of the United States,
primarily in the states of Florida, Texas, Arizona and California, have similar
economic characteristics and also meet the other criteria that permit the
properties to be aggregated into one reportable segment. The Company reviews
long-lived assets for impairment whenever events or changes in circumstances
indicate that 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 expected to be
generated by the asset. If the carrying amount of an asset exceeds its estimated
future cash flows, an impairment charge is recognized by the amount by which the
carrying amount of the asset exceeds the fair value of the asset. Real estate
properties held for investment are reported at the lower of the carrying amount
or fair value. Depreciation of buildings and other improvements, including
personal property, is computed using the straight-line method over estimated
useful lives of generally 40 years for buildings and 3 to 15 years for
improvements and personal property. Building improvements are capitalized, while
maintenance and repair expenses are charged to expense as incurred. Significant
renovations and improvements that extend the useful life of or improve the
assets are capitalized. Depreciation expense for continuing and discontinued
operations was $39,688,000, $35,428,000 and $32,693,000 for 2007, 2006 and 2005,
respectively.
(e) Development
During the period when a property is under development, costs associated
with development (i.e., land, construction costs, interest expense during
construction and lease-up, property taxes and other direct and indirect 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) that are deemed directly
or indirectly related to such development activities. As the property becomes
occupied, interest, depreciation, property taxes and other costs for the
percentage occupied only are expensed as incurred. When the property becomes 80%
occupied or one year after completion of the shell construction, whichever comes
first, the property is no longer considered a development property and becomes
an industrial property. Once the property becomes classified as an industrial
property, all interest and property taxes are expensed and depreciation
commences on the entire property (excluding the land).
(f) Real Estate Held for Sale
The Company considers a real estate property to be held for sale when it is
probable that the property will be sold within a year. A key indicator of
probability of sale is whether the buyer has a significant amount of earnest
money at risk. Real estate properties that are 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. In accordance with the guidelines
established under SFAS No. 144, the results of operations for the operating
properties sold or held for sale during the reported periods are shown under
Discontinued Operations on the consolidated income statements. Interest expense
is not generally allocated to the properties that are held for sale or whose
operations are included under Discontinued Operations unless the mortgage is
required to be paid in full upon the sale of the property.
(g) Derivative Instruments and Hedging Activities
The Company applies SFAS No. 133, Accounting for Derivative Instruments and
Hedging Activities, which requires that all derivatives be recognized as either
assets or liabilities in the balance sheet and measured at fair value. Changes
in fair value are to be reported either in earnings or as a component of
stockholders' equity depending on the intended use of the derivative and the
resulting designation. Entities applying hedge accounting are required to
establish at the inception of the hedge the method used to assess the
effectiveness of the hedging derivative and the measurement approach for
determining the ineffective aspect of the hedge. The Company has an interest
rate swap agreement, which is summarized in Note 6.
(h) Cash Equivalents
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
(i) Amortization
Debt origination costs are deferred and amortized using the straight-line
method over the term of the loan. Amortization of loan costs for continuing
operations was $911,000, $819,000 and $801,000 for 2007, 2006 and 2005,
respectively.
Leasing costs are deferred and amortized using the straight-line method
over the term of the lease. Leasing costs amortization expense for continuing
and discontinued operations was $5,339,000, $4,304,000 and $3,863,000 for 2007,
2006 and 2005, respectively. Amortization expense for in-place lease intangibles
is disclosed in Business Combinations and Acquired Intangibles.
(j) Business Combinations and Acquired Intangibles
Upon acquisition of real estate properties, the Company applies the
principles of SFAS No. 141, Business Combinations, to 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 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. 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.
37
The remaining purchase price is allocated among three categories of
intangible assets consisting of 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
which reflects 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 fair market rates over the remaining term of the lease. The amounts
allocated to above and below market leases 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 to 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. Amortization expense for in-place lease intangibles was $3,031,000,
$2,485,000 and $2,750,000 for 2007, 2006 and 2005, respectively. Amortization of
above and below market leases was immaterial for all periods presented.
Projected amortization of in-place lease intangibles for the next five years as
of December 31, 2007 is as follows:
Years Ending December 31, (In thousands)
--------------------------------------------------------------
2008...................................... $ 2,128
2009...................................... 1,388
2010...................................... 809
2011...................................... 443
2012...................................... 262
Total cost of the properties acquired for 2007 was $57,246,000, of which
$53,952,000 was allocated to real estate properties. In accordance with SFAS No.
141, intangibles associated with the purchases of real estate were allocated as
follows: $3,661,000 to in-place lease intangibles and $246,000 to above market
leases (both included in Other Assets on the balance sheet) and $613,000 to
below market leases (included in Other Liabilities on the balance sheet). These
costs are amortized over the remaining lives of the associated leases in place
at the time of acquisition.
The Company acquired one property during 2006 for a cost of $19,539,000, of
which $18,690,000 was allocated to real estate properties. Intangibles
associated with the purchase of real estate were allocated as follows:
$1,095,000 to in-place lease intangibles and $246,000 to below market leases.
The Company periodically reviews (at least annually) the recoverability of
goodwill and (on a quarterly basis) the recoverability of other intangibles for
possible impairment. In management's opinion, no material impairment of goodwill
and other intangibles existed at December 31, 2007 and 2006.
(k) Stock-Based Compensation
The Company has a management incentive plan that was approved by
shareholders and adopted in 2004, which authorizes the issuance of common stock
to employees in the form of options, stock appreciation rights, restricted
stock, deferred stock units, performance shares, stock bonuses, and stock.
Typically, the Company issues new shares to fulfill stock grants or upon the
exercise of stock options.
Under the modified prospective application method, the Company continues to
recognize compensation cost on a straight-line basis over the service period for
awards that precede the adoption of SFAS No. 123 (Revised 2004), Share-Based
Payment, on January 1, 2006. (Prior to the adoption of SFAS No. 123R, the
Company had adopted the fair value recognition provisions of SFAS No. 148,
Accounting for Stock-Based Compensation-Transition and Disclosure, an amendment
of SFAS No. 123, Accounting for Stock-Based Compensation, prospectively to all
awards granted, modified, or settled after January 1, 2002.) The cost for
performance-based awards after January 1, 2006 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. The cost for market-based awards after January 1, 2006 and
awards that only require service are expensed on a straight-line basis over the
requisite service periods.
The total compensation cost for service and performance based awards is
based upon the fair market value of the shares on the grant date, adjusted for
estimated forfeitures. The grant date fair value for awards that are subject to
a market condition are determined using a simulation pricing model developed to
specifically accommodate the unique features of the awards.
During the restricted period for awards not subject to contingencies, the
Company accrues dividends and holds the certificates for the shares; however,
the employee can vote the shares. For shares subject to contingencies, dividends
are accrued based upon the number of shares expected to vest. Share certificates
and dividends are delivered to the employee as they vest.
(l) Earnings Per Share
Basic earnings per share (EPS) represents the amount of earnings for the
period available to each share of common stock outstanding during the reporting
period. The Company's basic EPS is calculated by dividing net income available
to common stockholders by the weighted average number of common shares
outstanding.
Diluted EPS represents the amount of earnings for the period available 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 available to
common stockholders by the
38
weighted average number of common shares outstanding plus the dilutive effect of
nonvested restricted stock and stock options had the options been exercised. The
dilutive effect of stock options and their equivalents (such as nonvested
restricted stock) was determined using the treasury stock method which assumes
exercise of the options as of the beginning of the period or when issued, if
later, and assumes proceeds from the exercise of options are used to purchase
common stock at the average market price during the period.
(m) Use of Estimates
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles (GAAP) requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
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.
(n) New Accounting Pronouncements
In June 2006, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes, an
Interpretation of FASB Statement No. 109. FIN 48 clarifies the accounting for
uncertainty in income taxes recognized in a company's financial statements and
prescribes a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be
taken in a tax return. FIN 48 was effective January 1, 2007. With few
exceptions, the Company's 2003 and earlier tax years are closed for examination
by U.S. federal, state and local tax authorities. The adoption of FIN 48 in 2007
had an immaterial impact on the Company's overall financial position and results
of operations.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements,
which provides guidance for using fair value to measure assets and liabilities.
SFAS No. 157 applies whenever other standards require (or permit) assets or
liabilities to be measured at fair value but does not expand the use of fair
value in any new circumstances. The provisions of Statement 157, with the
exception of nonfinancial assets and liabilities, are effective for financial
statements issued for fiscal years beginning after November 15, 2007, and
interim periods within those fiscal years. The FASB deferred for one year the
Statement's fair value measurement requirements for nonfinancial assets and
liabilities that are not required or permitted to be measured at fair value on a
recurring basis. These provisions will be effective for fiscal years beginning
after November 15, 2008. EastGroup accounts for its stock-based compensation
costs at fair value on the dates of grant as required under SFAS No. 123R. Also,
as required under SFAS No. 133, the Company accounts for its interest rate swap
cash flow hedge on the Tower Automotive mortgage at fair value. The application
of Statement 157 to the Company in 2008 had virtually no impact on the Company's
overall financial position or results of operations.
In December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business
Combinations, which retains the fundamental requirements in SFAS No. 141 and
requires the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree be measured at fair value as of the
acquisition date. In addition, Statement 141R requires that any goodwill
acquired in the business combination be measured as a residual, and it provides
guidance in determining what information to disclose to enable users of the
financial statements to evaluate the nature and financial effects of the
business combination. The Statement also requires that acquisition-related costs
be recognized as expenses in the periods in which the costs are incurred and the
services are received. SFAS No. 141R applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008, and may
not be applied before that date.
Also in December 2007, the FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statements, which is an amendment of
Accounting Research Bulletin (ARB) No. 51. Statement 160 provides guidance for
entities that prepare consolidated financial statements that have an outstanding
noncontrolling interest in one or more subsidiaries or that deconsolidate a
subsidiary. SFAS No. 160 is effective for fiscal years, and interim periods
within those fiscal years, beginning on or after December 15, 2008, and may not
be applied before that date. The Company anticipates that the adoption of
Statement 160 on January 1, 2009, will have an immaterial impact on the
Company's financial statements.
(o) Reclassifications
Certain reclassifications have been made in the 2006 and 2005 consolidated
financial statements to conform to the 2007 presentation.
(2) REAL ESTATE OWNED
The Company's real estate properties at December 31, 2007 and 2006 were as
follows:
December 31,
---------------------------------
2007 2006
---------------------------------
(In thousands)
Real estate properties:
Land................................................ $ 175,496 154,384
Buildings and building improvements................. 763,980 670,751
Tenant and other improvements....................... 175,490 148,775
Development............................................ 152,963 114,986
---------------------------------
1,267,929 1,088,896
Less accumulated depreciation....................... (269,132) (231,106)
---------------------------------
$ 998,797 857,790
=================================
39
The Company is currently developing the properties detailed below. Costs
incurred include capitalization of interest costs during the period of
construction. The interest costs capitalized on real estate properties for 2007
were $6,086,000 compared to $4,336,000 for 2006 and $2,485,000 for 2005.
Total capital investment for development during 2007 was $112,960,000. The
table below is net of $233,000 of land sold during the year. In addition to the
costs incurred for the year as detailed in the table below, development costs
included $4,936,000 for improvements on developments during the 12-month period
following transfer to Real Estate Properties.
Costs Incurred
---------------------------------------------
Costs For the Cumulative Estimated
Transferred Year Ended as of Total
Size in 2007(1) 12/31/07 12/31/07 Costs (4)
------------------------------------------------------------------------------
DEVELOPMENT (Unaudited) (Unaudited)
------------------------------------------------------------------------------------------------------------------------------------
(Square feet) (In thousands)
LEASE-UP
Beltway Crossing III & IV, Houston, TX.......... 110,000 $ - 1,134 6,212 6,500
Interstate Commons III, Phoenix, AZ............. 38,000 - 2,475 3,048 3,200
Oak Creek A & B, Tampa, FL(2)................... 35,000 - 2,190 2,941 3,300
Southridge VII, Orlando, FL..................... 92,000 3,312 2,774 6,086 6,700
SunCoast I, Fort Myers, FL...................... 63,000 - 2,449 5,076 5,500
World Houston 24, Houston, TX................... 93,000 - 4,064 5,165 5,600
World Houston 25, Houston, TX................... 66,000 - 2,549 3,194 3,700
Centennial Park, Denver, CO..................... 68,000 - 4,747 4,747 4,900
Beltway Crossing V, Houston, TX................. 83,000 1,077 2,669 3,746 5,000
Wetmore II, Building A, San Antonio, TX......... 34,000 504 2,297 2,801 3,200
------------------------------------------------------------------------------
Total Lease-up.................................... 682,000 4,893 27,348 43,016 47,600
------------------------------------------------------------------------------
UNDER CONSTRUCTION
40th Avenue Distribution Center, Phoenix, AZ.... 89,000 - 4,046 5,147 6,100
Arion 18, San Antonio, TX....................... 20,000 1,236 719 1,955 2,500
Wetmore II, Buildings B & C, San Antonio, TX.... 124,000 1,269 5,111 6,380 7,600
Oak Creek VI, Tampa, FL........................ 89,000 2,412 1,493 3,905 5,800
Beltway Crossing VI, Houston, TX................ 127,000 1,058 2,465 3,523 6,400
Southridge VIII, Orlando, FL.................... 91,000 2,407 1,633 4,040 6,700
Wetmore II, Building D, San Antonio, TX......... 124,000 1,382 1,603 2,985 8,500
Sky Harbor, Phoenix, AZ......................... 261,000 6,946 7,062 14,008 22,800
Southridge XII, Orlando, FL..................... 404,000 4,089 11,011 15,100 20,400
SunCoast III, Fort Myers, FL.................... 93,000 4,175 - 4,175 8,400
Techway SW IV, Houston, TX...................... 94,000 1,968 - 1,968 5,800
World Houston 27, Houston, TX................... 92,000 2,483 - 2,483 5,500
------------------------------------------------------------------------------
Total Under Construction.......................... 1,608,000 29,425 35,143 65,669 106,500
------------------------------------------------------------------------------
PROSPECTIVE DEVELOPMENT (PRIMARILY LAND)
Phoenix, AZ..................................... - (6,946) 431 - -
Tucson, AZ...................................... 205,000 - 1,719 2,045 14,300
Tampa, FL....................................... 335,000 (2,412) 2,332 4,577 20,100
Orlando, FL..................................... 229,000 (9,808) 5,199 3,762 13,700
West Palm Beach, FL............................. 20,000 - 126 811 2,300
Fort Myers, FL.................................. 659,000 (4,175) 4,326 12,819 48,100
El Paso, TX..................................... 251,000 - - 2,444 9,600
Houston, TX..................................... 1,306,000 (6,586) 11,628 14,549 77,000
San Antonio, TX................................. 410,000 (4,391) 3,551 2,566 24,300
Jackson, MS..................................... 28,000 - - 705 2,000
------------------------------------------------------------------------------
Total Prospective Development..................... 3,443,000 (34,318) 29,312 44,278 211,400
------------------------------------------------------------------------------
5,733,000 $ - 91,803 152,963 365,500
==============================================================================
DEVELOPMENTS COMPLETED AND TRANSFERRED
TO REAL ESTATE PROPERTIES DURING 2007
Santan 10 II, Chandler, AZ...................... 85,000 $ - - 5,501
Oak Creek III, Tampa, FL....................... 61,000 - 119 3,578
Southridge VI, Orlando, FL...................... 81,000 - 323 5,294
Arion 16, San Antonio, TX....................... 64,000 - 1,411 3,795
Southridge III, Orlando, FL..................... 81,000 - 713 5,166
Southridge II, Orlando, FL...................... 41,000 - 244 3,790
World Houston 15, Houston, TX................... 63,000 - 276 4,802
World Houston 23, Houston, TX................... 125,000 - 2,888 7,385
Arion 17, San Antonio, TX....................... 40,000 - 90 3,028
Beltway Crossing II, Houston, TX................ 50,000 - 911 2,986
SunCoast II, Fort Myers, FL..................... 63,000 - 2,953 5,604
Castilian Research Center, Santa Barbara, CA.... 37,000 - 3,925 8,847
Oak Creek V, Tampa, FL......................... 100,000 - 563 5,396
World Houston 22, Houston, TX................... 68,000 - 1,572 4,642
------------------------------------------------------------
Total Transferred to Real Estate Properties....... 959,000 $ - 15,988 69,814 (3)
============================================================
(1) Represents costs transferred from Prospective Development (primarily land)
to Under Construction (or subsequently to Lease-up) during the period.
(2) These properties were developed for sale.
(3) Represents cumulative costs at the date of transfer.
(4) Included in these costs are development obligations of $31.9 million and
tenant improvement obligations of $5.4 million on properties under development.
40
In 2007, one Memphis property, Delp Distribution Center I, was transferred
to real estate held for sale and was subsequently sold. Also, during the fourth
quarter of 2007, the Company received proceeds of $3,050,000 for the sale of
land in lieu of condemnation at Arion Business Park in San Antonio. During 2006,
five Memphis properties-Senator 1, Senator 2, Southeast Crossing, Lamar 1 and
Crowfarn - and the Auburn Hills Facility in Michigan were transferred to real
estate held for sale and were subsequently sold. The sales of these properties
continues to reflect the Company's plan of reducing ownership in Memphis and
other noncore markets, as market conditions permit.
Real estate properties that are 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. In accordance with the guidelines
established under SFAS No. 144, the results of operations for the properties
sold or held for sale during the reported periods are shown under Discontinued
Operations on the consolidated income statements. No interest expense was
allocated to the properties that are held for sale or whose operations are
included under Discontinued Operations except for Lamar Distribution Center II,
the mortgage of which was required to be paid in full upon the sale of the
property in June 2005. Accordingly, Discontinued Operations includes interest
expense of $64,000 for 2005. A summary of gain on sales of real estate
investments for the years ended December 31, 2007, 2006 and 2005 follows:
Gain on Sales of Real Estate Investments
Date Net Deferred Recognized
Real Estate Properties Location Size Sold Sales Price Basis Gain Gain
------------------------------------------------------------------------------------------------------------------------------------
(In thousands)
2007
Delp Distribution Center I.......... Memphis, TN 152,000 SF 10/11/07 $ 3,080 2,477 - 603
Arion Business Park land............ San Antonio, TX 13.1 Acres 10/11/07 2,890 318 - 2,572
Deferred gain recognized from
previous sales.................... 387
---------------------------------------------
$ 5,970 2,795 - 3,562
=============================================
2006
Madisonville land................... Madisonville, KY 1.2 Acres 01/05/06 $ 804 27 162 615
Senator I & II/Southeast Crossing... Memphis, TN 534,000 SF 03/09/06 14,870 14,466 - 404
Dallas land......................... Dallas, TX 0.1 Acre 03/16/06 66 13 - 53
Lamar Distribution Center I......... Memphis, TN 125,000 SF 06/30/06 2,980 2,951 - 29
Crowfarn Distribution Center........ Memphis, TN 106,000 SF 12/14/06 2,650 2,263 - 387
Auburn Facility..................... Auburn Hills, MI 114,000 SF 12/28/06 17,251 12,698 329 4,224
Fort Myers land..................... Fort Myers, FL 0.8 Acre 12/29/06 267 144 - 123
Deferred gain recognized from
previous sale..................... 15
---------------------------------------------
$ 38,888 32,562 491 5,850
=============================================
2005
Delp Distribution Center II......... Memphis, TN 102,000 SF 02/23/05 $ 2,085 1,708 - 377
Lamar Distribution Center II........ Memphis, TN 151,000 SF 06/30/05 3,725 2,956 15 754
Sabal land.......................... Tampa, FL 1.9 Acres 09/30/05 239 206 - 33
---------------------------------------------
$ 6,049 4,870 15 1,164
=============================================
41
The following schedule indicates approximate future minimum rental receipts
under noncancelable leases for real estate properties by year as of December 31,
2007:
Future Minimum Rental Receipts Under Noncancelable Leases
Years Ending December 31, (In thousands)
--------------------------------------------------------------
2008...................................... $ 117,443
2009...................................... 95,288
2010...................................... 73,473
2011...................................... 53,619
2012...................................... 38,522
Thereafter................................ 70,029
---------------
Total minimum receipts................. $ 448,374
===============
Ground Leases
As of December 31, 2007, the Company owned two properties in Florida, two
properties in Texas and one property in Arizona that are subject to ground
leases. These leases have terms of 40 to 50 years, expiration dates of August
2031 to November 2037, and renewal options of 15 to 35 years, except for the one
lease in Arizona which is automatically and perpetually renewed annually. Total
lease expenditures for the years ended December 31, 2007, 2006 and 2005 were
$708,000, $707,000 and $686,000, respectively. Payments are subject to increases
at 3 to 10 year intervals based upon the agreed or appraised fair market value
of the leased premises on the adjustment date or the Consumer Price Index
percentage increase since the base rent date. In December 2007, the Company
exercised its option to purchase the land under the ground lease on its Tower
property in Mississippi for $10. The following schedule indicates approximate
future minimum lease payments for these properties by year as of December 31,
2007:
Future Minimum Ground Lease Payments
Years Ending December 31, (In thousands)
--------------------------------------------------------------
2008...................................... $ 707
2009...................................... 707
2010...................................... 707
2011...................................... 707
2012...................................... 707
Thereafter................................ 16,272
---------------
Total minimum payments................. $ 19,807
===============
(3) UNCONSOLIDATED INVESTMENT
In November 2004, the Company acquired a 50% undivided tenant-in-common
interest in Industry Distribution Center II, a 309,000 square foot warehouse
distribution building in the City of Industry (Los Angeles), California. The
building was constructed in 1998 and is 100% leased through December 2014 to a
single tenant who owns the other 50% interest in the property. This investment
is accounted for under the equity method of accounting and had a carrying value
of $2,630,000 at December 31, 2007. At the end of May 2005, EastGroup and the
property co-owner closed a non-recourse first mortgage loan secured by Industry
Distribution Center II. The $13.3 million loan has a fixed interest rate of
5.31%, a ten-year term and an amortization schedule of 25 years. The co-owner's
50% share of the loan proceeds ($6.65 million) were paid to EastGroup and
reduced the Company's mortgage loan receivable (see Note 4). EastGroup's 50%
share of the loan proceeds ($6.65 million) reduced the carrying value of the
investment. EastGroup's share of this mortgage was $6,309,000 at December 31,
2007 and $6,451,000 at December 31, 2006.
(4) MORTGAGE LOANS RECEIVABLE
In connection with the closing of the investment in Industry Distribution
Center II, EastGroup advanced a total of $7,550,000 in two separate notes to the
property co-owner, one for $6,750,000 and one for $800,000. As discussed in Note
3, the Company and the property co-owner obtained a permanent fixed-rate
mortgage on the investment in Industry Distribution Center II in May 2005. As
part of this transaction, the loan proceeds payable to the property co-owner
($6.65 million) were paid to EastGroup to reduce the $6.75 million note. Also at
the closing of the permanent financing, the co-owner repaid the remaining
balance of $100,000 on this note. The $800,000 note was repaid in full to
EastGroup during the last half of 2005. Mortgage interest income for these notes
was $224,000 for 2005.
42
(5) OTHER ASSETS
A summary of the Company's Other Assets follows:
December 31,
--------------------------
2007 2006
--------------------------
(In thousands)
Leasing costs (principally commissions), net of accumulated amortization........ $ 18,693 15,821
Straight-line rent receivable, net of allowance for doubtful accounts........... 14,016 13,530
Accounts receivable, net of allowance for doubtful accounts..................... 3,587 5,189
Acquired in-place lease intangibles, net of accumulated amortization
of $5,308 and $4,294 for 2007 and 2006, respectively.......................... 5,303 4,674
Goodwill........................................................................ 990 990
Prepaid expenses and other assets............................................... 11,093 10,258
--------------------------
$ 53,682 50,462
==========================
(6) NOTES PAYABLE TO BANKS
During 2007, the Company had a three-year, $175 million unsecured revolving
credit facility with a group of nine banks. This credit facility expired on
January 4, 2008, and was replaced by a four-year, $200 million unsecured
revolving credit facility. The Company customarily uses these lines of credit
for acquisitions and developments.
The interest rate on the $175 million credit facility was based on the
LIBOR index and varied according to total liability to total asset value ratios
(as defined in the credit agreement), with an annual facility fee of 20 basis
points. During the year, EastGroup's interest rate under this line of credit was
LIBOR plus 95 basis points, except that it could be lowered based upon the
competitive bid option in the note. At December 31, 2007, the weighted average
interest rate was 5.65% on a balance of $128,700,000.
The Company also had a one-year, $20 million unsecured revolving credit
facility with PNC Bank, N.A. that matured on January 4, 2008. Upon maturity, it
was replaced by a four-year, $25 million unsecured revolving credit facility.
These facilities are customarily used for working capital needs. The interest
rate on the $20 million line of credit was based on LIBOR and varied according
to total liability to total asset value ratios (as defined in the credit
agreement). During 2007, the Company's interest rate was LIBOR plus 110 basis
points with no annual facility fee. At December 31, 2007, the interest rate was
5.70% on a balance of $6,744,000.
Average bank borrowings were $96,513,000 in 2007 compared to $91,314,000 in
2006 with weighted average interest rates of 6.36% in 2007 compared to 6.12% in
2006. Weighted average interest rates including amortization of loan costs were
6.73% for 2007 and 6.50% for 2006. Amortization of bank loan costs was $353,000,
$355,000 and $357,000 for 2007, 2006 and 2005, respectively.
The Company's bank credit facilities have certain restrictive covenants,
and the Company was in compliance with all of its debt covenants at December 31,
2007.
The Company has an interest rate swap agreement to hedge its exposure to
the variable interest rate on the Company's $9,710,000 Tower Automotive Center
recourse mortgage (see Note 7). Under the swap agreement, the Company
effectively pays a fixed rate of interest over the term of the agreement without
the exchange of the underlying notional amount. This swap is designated as a
cash flow hedge and is considered to be fully effective in hedging the variable
rate risk associated with the Tower mortgage loan. Changes in the fair value of
the swap are recognized in accumulated other comprehensive income (loss). The
Company does not hold or issue this type of derivative contract for trading or
speculative purposes. The interest rate swap agreement is summarized as follows:
Current Fair Value Fair Value
Type of Hedge Notional Amount Maturity Date Reference Rate Fixed Rate at 12/31/07 at 12/31/06
----------------------------------------------------------------------------------------------------------------------------
(In thousands) (In thousands)
Swap $9,710 (1) 12/31/10 1 month LIBOR 4.03% ($56) $314
(1) This mortgage is backed by a letter of credit totaling $9,822,000 at
December 31, 2007. The letter of credit is renewable annually and expires on
January 15, 2011.
43
(7) MORTGAGE NOTES PAYABLE
A summary of mortgage notes payable follows:
Carrying Amount Balance at
Monthly of Securing December 31,
P&I Maturity Real Estate at -------------------
Property Rate Payment Date December 31, 2007 2007 2006
------------------------------------------------------------------------------------------------------------------------------------
(In thousands)
World Houston 1 & 2........................................ 7.770% $ 33,019 Repaid $ - - 4,044
East University I & II, Broadway VI, 55th Avenue
and Ethan Allen.......................................... 8.060% 96,974 Repaid - - 10,336
Dominguez, Kingsview, Walnut, Washington,
Industry and Shaw........................................ 6.800% 358,770 03/01/09 52,456 33,787 35,723
Oak Creek Distribution Center I............................ 8.875% 52,109 09/01/09 5,625 1,010 1,521
Tower Automotive Center (recourse)(1)...................... 5.300% Semiannual 01/15/11 9,189 9,710 10,040
Interstate I, II & III, Venture, Stemmons Circle,
Glenmont I & II, West Loop I & II, Butterfield Trail
and Rojas................................................ 7.250% 325,263 05/01/11 41,785 39,615 40,606
America Plaza, Central Green and World Houston 3-9......... 7.920% 191,519 05/10/11 25,284 24,264 24,625
University Business Center (120 & 130 Cremona)............. 6.430% 81,856 05/15/12 9,166 5,154 5,782
University Business Center (125 & 175 Cremona)............. 7.980% 88,607 06/01/12 12,580 10,012 10,265
Oak Creek Distribution Center IV........................... 5.680% 31,253 06/01/12 6,469 4,134 4,270
Airport Distribution, Southpointe, Broadway I, III &
IV, Southpark, 51st Avenue, Chestnut, Main Street,
Interchange Business Park, North Stemmons I
and World Houston 12 & 13................................ 6.860% 279,149 09/01/12 42,810 36,184 37,021
Interstate Distribution Center - Jacksonville.............. 5.640% 31,645 01/01/13 6,699 4,724 4,830
Broadway V, 35th Avenue, Sunbelt, Beltway I,
Lockwood, Northwest Point, Techway Southwest I
and World Houston 10, 11 & 14............................ 4.750% 259,403 09/05/13 43,410 41,028 42,163
Kyrene Distribution Center I............................... 9.000% 11,246 07/01/14 2,258 669 740
World Houston 17, Kirby, Americas Ten I, Shady Trail,
Palm River North I, II & III and Westlake I & II(2)...... 5.680% 175,479 10/10/14 28,723 29,837 30,236
Country Club I, Lake Pointe, Techway Southwest II and
World Houston 19 & 20.................................... 4.980% 256,952 12/05/15 22,527 36,605 37,832
Huntwood and Wiegman Distribution Centers.................. 5.680% 265,275 09/05/16 23,330 36,676 37,743
Alamo Downs, Arion 1-15 & 17, Rampart I, II & III,
Santan 10 and World Houston 16........................... 5.970% 557,467 11/05/16 60,610 75,731 77,831
Broadway VI, World Houston 1 & 2, 21 & 23, Arion 16,
Ethan Allen, Northpark I-IV, South 55th Avenue,
East University I & II and Santan 10 II.................. 5.570% 518,885 09/05/17 61,934 74,485 -
Blue Heron Distribution Center II.......................... 5.390% 16,176 02/29/20 5,428 1,735 1,832
-------------------------------------
$ 460,283 465,360 417,440
=====================================
(1) The Tower Automotive mortgage has a variable interest rate based on the
one-month LIBOR. EastGroup has an interest rate swap agreement that fixes the
rate at 4.03% for the 8-year term. Interest and related fees result in an annual
effective interest rate of 5.30%. Semiannual principal payments are made on this
note; interest is paid monthly. (See Note 6.) The principal amounts of these
payments increase incrementally as the loan approaches maturity.
(2) Interest only was paid on this note until November 2006.
The Company's mortgage notes payable have certain restrictive covenants,
and the Company was in compliance with all of its debt covenants at December 31,
2007.
The Company currently intends to repay its debt obligations, both in the
short- and long-term, through its operating cash flows, borrowings under its
lines of credit, proceeds from new mortgage debt and/or proceeds from the
issuance of equity instruments. Principal payments due during the next five
years as of December 31, 2007 are as follows:
Years Ending December 31, (In thousands)
--------------------------------------------------------------
2008...................................... $ 15,088
2009...................................... 45,411
2010...................................... 14,062
2011...................................... 80,426
2012...................................... 57,507
44
(8) ACCOUNTS PAYABLE AND ACCRUED EXPENSES
A summary of the Company's Accounts Payable and Accrued Expenses follows:
December 31,
-------------------------------
2007 2006
-------------------------------
(In thousands)
Property taxes payable............................ $ 9,744 8,235
Development costs payable......................... 13,022 8,408
Dividends payable................................. 2,337 2,839
Other payables and accrued expenses............... 9,076 13,107
-------------------------------
$ 34,179 32,589
===============================
(9) OTHER LIABILITIES
A summary of the Company's Other Liabilities follows:
December 31,
-------------------------------
2007 2006
-------------------------------
(In thousands)
Security deposits................................. $ 7,529 6,414
Prepaid rent and other deferred income............ 6,911 4,375
Other liabilities................................. 1,713 958
-------------------------------
$ 16,153 11,747
===============================
(10) COMMON STOCK ACTIVITY
The following table presents the common stock activity for the three years
ended December 31, 2007:
Years Ended December 31,
-----------------------------------------------
2007 2006 2005
-----------------------------------------------
Common Shares
Shares outstanding at beginning of year........... 23,701,275 22,030,682 21,059,164
Common stock offerings............................ - 1,437,500 860,000
Stock options exercised........................... 67,150 118,269 72,415
Dividend reinvestment plan........................ 6,281 6,236 8,279
Incentive restricted stock granted................ 44,646 118,334 33,446
Incentive restricted stock forfeited.............. (2,250) (3,756) (3,396)
Director incentive restricted stock granted....... - - 481
Director common stock awarded..................... 3,048 3,402 1,200
Restricted stock withheld for tax obligations..... (11,382) (9,392) (907)
-----------------------------------------------
Shares outstanding at end of year................. 23,808,768 23,701,275 22,030,682
===============================================
Common Stock Issuances
On September 13, 2006, EastGroup closed on the sale of 1,437,500 shares of
its common stock. The net proceeds from the offering of the shares were
approximately $68,112,000 after deducting the underwriting discount and other
offering expenses.
On March 31, 2005, EastGroup closed the sale of 800,000 shares of its
common stock. On May 2, 2005, the underwriter closed on the exercise of a
portion of its over-allotment option and purchased 60,000 additional shares.
Total net proceeds from the offering of the shares were $31,597,000 after
deducting the underwriting discount and other offering expenses.
Dividend Reinvestment Plan
The Company has a dividend reinvestment plan that allows stockholders to
reinvest cash distributions in new shares of the Company.
Common Stock Repurchase Plan
EastGroup's Board of Directors has authorized the repurchase of up to
1,500,000 shares of its outstanding common stock. The shares may be purchased
from time to time in the open market or in privately negotiated transactions.
Under the common stock repurchase plan, the Company has purchased a total of
827,700 shares for $14,170,000 (an average of $17.12 per share) with 672,300
shares still authorized for repurchase. The Company has not repurchased any
shares under this plan since 2000.
45
Shareholder Rights Plan
In December 1998, EastGroup adopted a Shareholder Rights Plan (the Plan)
designed to enhance the ability of all of the Company's stockholders to realize
the long-term value of their investment. Under the Plan, Shareholder Rights
(Rights) were distributed as a dividend on each share of Common Stock (one Right
for each share of Common Stock) held as of the close of business on December 28,
1998. A Right was also delivered with all shares of Common Stock issued after
December 28, 1998.
Each whole Right will entitle the holder to buy one one-thousandth (1/1000)
of a newly issued share of EastGroup's Series C Preferred Stock at an exercise
price of $70.00. The Rights attach to and trade with the shares of the Company's
Common Stock. No separate Rights Certificates will be issued unless an event
triggering the Rights occurs. The Rights will detach from the Common Stock and
will initially become exercisable for shares of Series C Preferred Stock if a
person or group acquires beneficial ownership of, or commences a tender or
exchange offer which would result in such person or group beneficially owning,
15% or more of EastGroup's Common Stock, except through a tender or exchange
offer for all shares which the Board determines to be fair and otherwise in the
best interests of EastGroup and its shareholders. The Rights will also detach
from the Common Stock if the Board determines that a person holding at least
9.8% of EastGroup's Common Stock intends to cause EastGroup to take certain
actions adverse to it and its shareholders or that such holder's ownership would
have a material adverse effect on EastGroup.
On December 20, 2004, EastGroup amended the Plan to require a committee
comprised entirely of independent directors to review and evaluate the Plan to
consider whether the maintenance of the Plan continues to be in the interest of
the Company, its stockholders and other relevant constituencies of the Company
at least every three years. This three-year review was conducted by the
Nominating and Corporate Governance Committee in December 2007 and based upon
its recommendation, the Board of Directors voted to allow the Plan to terminate
on its stated expiration date of Decemter 3, 2008.
If prior to December 3, 2008, any person becomes the beneficial owner of
15% or more of EastGroup's Common Stock and the Board of Directors does not
within 10 days thereafter redeem the Rights, or a 9.8% holder is determined by
the Board to be an adverse person, each Right not owned by such person or
related parties will then enable its holder to purchase, at the Right's
then-current exercise price, EastGroup Common Stock (or, in certain
circumstances as determined by the Board, a combination of cash, property,
common stock or other securities) having a value of twice the Right's exercise
price.
Under certain circumstances, if EastGroup is acquired in a merger or
similar transaction with another person, or sells more than 50% of its assets,
earning power or cash flow to another entity, each Right that has not previously
been exercised will entitle its holder to purchase, at the Right's then-current
exercise price, common stock of such other entity having a value of twice the
Right's exercise price.
EastGroup will generally be entitled to redeem the Rights at $0.0001 per
Right at any time until the 10th day following public announcement that a 15%
position has been acquired, or until the Board has determined a 9.8% holder to
be an adverse person. Prior to such time, the Board of Directors may extend the
redemption period.
(11) STOCK-BASED COMPENSATION
The Company adopted SFAS No. 123 (Revised 2004) (SFAS No. 123R),
Share-Based Payment, on January 1, 2006. The rule 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 Company's adoption of SFAS No. 123R had no
material impact on its overall financial position or results of operations.
Prior to the adoption of SFAS No. 123R, the Company adopted the fair value
recognition provisions of SFAS No. 148, Accounting for Stock-Based
Compensation-Transition and Disclosure, an amendment of SFAS No. 123, Accounting
for Stock-Based Compensation, prospectively to all awards granted, modified, or
settled after January 1, 2002.
MANAGEMENT INCENTIVE PLAN
The Company has a management incentive plan which was approved by the
shareholders and adopted in 2004 (the 2004 Plan), which authorizes the issuance
of up to 1,900,000 shares of common stock to employees in the form of options,
stock appreciation rights, restricted stock (limited to 570,000 shares),
deferred stock units, performance shares, stock bonuses, and stock. Total shares
available for grant were 1,715,523; 1,751,796; and 1,865,572 at December 31,
2007, 2006 and 2005, respectively. Typically, the Company issues new shares to
fulfill stock grants or upon the exercise of stock options.
Stock-based compensation was $3,043,000, $2,788,000 and $2,021,000 for
2007, 2006 and 2005, respectively, of which $978,000, $768,000 and $455,000 were
capitalized as part of the Company's development costs for the respective years.
Restricted Stock
The purpose of the restricted stock plan is to act as a retention device
since it allows participants to benefit from dividends on shares as well as
potential stock appreciation. Vesting occurs from 2 1/2 years to nine years from
the date of grant for awards subject to service only. Restricted stock is
granted to executive officers subject to the satisfaction of annual performance
goals and multi-year market conditions as determined by the Compensation
Committee with vesting over one to seven years from the grant date. Restricted
stock is granted to non-executive officers and other employees subject only to
continued service. Under the modified prospective application method, the
Company continues to recognize compensation cost on a straight-line basis over
the service period for awards that precede the adoption of SFAS No. 123R. The
cost for performance-based awards after January 1, 2006 is amortized 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
46
accelerates the expensing of the award compared to
the straight-line method. The cost for market-based awards after January 1, 2006
and awards that only require service is amortized on a straight-line basis over
the requisite service periods.
The total compensation expense for service and performance based awards is
based upon the fair market value of the shares on the grant date, adjusted for
estimated forfeitures. The grant date fair value for awards that are subject to
a market condition (total shareholder return) was determined using a simulation
pricing model developed to specifically accommodate the unique features of the
awards.
In the second quarter of 2007, the Company granted shares to executive
officers contingent upon the attainment of certain annual performance goals.
These goals are for the period ending December 31, 2007, so any shares issued
upon attainment of these goals will be issued after that date. The number of
shares to be issued could range from zero to 34,973. These shares will vest 20%
on the date shares are determined and awarded and 20% per year on each January 1
for the subsequent four years. During 2007, 8,450 shares were granted to
non-executive officers at a weighted average grant date fair value of $44.36 and
are subject only to continued service as of the vesting date. These shares vest
1/3 on January 1, 2008, 2009, and 2010.
In the second quarter of 2006, the Company granted shares to executive
officers contingent upon the attainment of certain annual performance goals and
multi-year market conditions. The weighted average grant date fair value for
shares to be awarded under the multi-year market conditions was $26.34 per share
with a total cost of approximately $2.1 million. These shares will vest over
four years following the three-year performance measurement period which ends on
December 31, 2008. In March 2007, 36,196 shares were awarded based on the
attainment of the 2006 annual performance goals at a weighted average grant date
fair value of $43.83 per share. These shares vested 20% on March 8, 2007, and
will vest 20% per year over the next four years.
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. For shares subject to contingencies,
dividends are accrued based upon the number of shares expected to be awarded.
Share certificates and dividends are delivered to the employee as they vest. As
of December 31, 2007, there was $2,234,940 of unrecognized compensation cost
related to nonvested restricted stock compensation that is expected to be
recognized over a weighted average period of 1.87 years.
Following is a summary of the total restricted shares granted, forfeited
and delivered (vested) to employees with the related weighted average grant date
fair value share prices for 2007, 2006 and 2005. The table does not include the
shares granted in 2007 or 2006 that are contingent on performance goals or
market conditions. Of the shares that vested in 2007, 2006 and 2005, 11,382
shares, 9,392 shares and 907 shares, respectively, were withheld by the Company
to satisfy the tax obligations for those employees who elected this option as
permitted under the applicable equity plan. As shown in the table below, the
fair value of shares that were granted during 2007, 2006 and 2005 was
$1,961,000, $4,511,000 and $1,008,000 respectively. As of the vesting date, the
fair value of shares that vested during 2007, 2006 and 2005 was $4,350,000,
$4,849,000, and $2,415,000, respectively.
Years Ended December 31,
-------------------------------------------------------------------------------
Restricted Stock Activity: 2007 2006 2005
-------------------------------------------------------------------------------
Weighted Weighted Weighted
Average Average Average
Grant Date Grant Date Grant Date
Shares Fair Value Shares Fair Value Shares Fair Value
-------------------------------------------------------------------------------
Nonvested at beginning of year.... 196,671 $ 28.66 177,444 $ 23.01 204,348 $ 22.25
Granted (1)....................... 44,646 43.93 118,334 38.12 33,446 30.15
Forfeited......................... (2,250) 23.52 (3,756) 22.07 (3,396) 22.94
Vested............................ (94,978) 31.42 (95,351) 30.15 (56,954) 24.50
----------- ----------- -----------
Nonvested at end of year.......... 144,089 31.65 196,671 28.66 177,444 23.01
=========== =========== ===========
(1) Includes shares granted in prior years for which performance conditions have
been satisfied and the number of shares have been determined.
Following is a vesting schedule of the total nonvested shares as of December 31,
2007:
Nonvested Shares Vesting Schedule Number of Shares
----------------------------------------------------------------
2008...................................... 83,120
2009...................................... 43,677
2010...................................... 10,056
2011...................................... 7,236
-----------------
Total Nonvested Shares.................... 144,089
=================
Employee Stock Options
The Company has not granted stock options to employees since 2002.
Outstanding employee stock options vested equally over a two-year period;
accordingly, all options are now vested. The intrinsic value realized by
employees from the exercise of options during 2007, 2006 and 2005 was
$1,492,000, $3,641,000 and $758,000, respectively. There were no employee stock
options granted or forfeited during the years presented. Following is a summary
of the total employee stock options exercised and expired with related weighted
average exercise share prices for 2007, 2006 and 2005.
47
Years Ended December 31,
------------------------------------------------------------------------------------------
Stock Option Activity: 2007 2006 2005
------------------------------------------------------------------------------------------
Weighted Weighted Weighted
Average Average Average
Shares Exercise Price Shares Exercise Price Shares Exercise Price
------------------------------------------------------------------------------------------
Outstanding at beginning of year.... 135,056 $ 21.10 251,075 $ 19.80 286,740 $ 19.85
Exercised........................... (58,400) 21.89 (116,019) 18.29 (34,665) 20.11
Expired............................. - - - - (1,000) 24.40
----------- ------------ -----------
Outstanding at end of year.......... 76,656 20.49 135,056 21.10 251,075 19.80
=========== ============ ===========
Exercisable at end of year.......... 76,656 $ 20.49 135,056 $ 21.10 251,075 $ 19.80
Employee outstanding stock options at December 31, 2007, all exercisable:
-----------------------------------------------------------------------------------------------
Weighted Average
Remaining Weighted Average Intrinsic
Exercise Price Range Number Contractual Life Exercise Price Value
-----------------------------------------------------------------------------------------------
$ 18.50-25.30 76,656 1.7 years $ 20.49 $1,637,000
Directors Equity Plan
The Company has a directors equity plan that was approved by shareholders
and adopted in 2005 (the 2005 Plan), which authorizes the issuance of up to
50,000 shares of common stock through awards of shares and restricted shares
granted to nonemployee directors of the Company. The 2005 Plan replaced prior
plans under which directors were granted stock option awards. Outstanding grants
under prior plans will be fulfilled under those plans.
Directors were issued 3,048 shares, 3,402 shares and 1,200 shares of common
stock for 2007, 2006 and 2005, respectively. In addition, in 2005, 481 shares of
restricted stock at $41.57 were granted, of which 240 shares were vested as of
December 31, 2007. The restricted stock vests 25% per year for four years. As of
December 31, 2007, there was $7,500 of unrecognized compensation cost related to
nonvested restricted stock compensation that is expected to be recognized over a
weighted average period of 1.50 years. There were 41,869 shares available for
grant under the 2005 Plan at December 31, 2007.
Stock-based compensation expense for directors was $155,000, $105,000 and
$27,000 for 2007, 2006 and 2005, respectively. The intrinsic value realized by
directors from the exercise of options was $218,000, $70,000 and $670,000 for
2007, 2006 and 2005, respectively.
There were no director stock options granted or expired during the years
presented below. Following is a summary of the total director stock options
exercised with related weighted average exercise share prices for 2007, 2006 and
2005.
Years Ended December 31,
------------------------------------------------------------------------------------------
Stock Option Activity: 2007 2006 2005
------------------------------------------------------------------------------------------
Weighted Weighted Weighted
Average Average Average
Shares Exercise Price Shares Exercise Price Shares Exercise Price
------------------------------------------------------------------------------------------
Outstanding at beginning of year.... 51,500 $ 22.93 53,750 $ 22.58 91,500 $ 22.12
Exercised........................... (8,750) 22.49 (2,250) 14.58 (37,750) 21.47
---------- ---------- -----------
Outstanding at end of year.......... 42,750 23.01 51,500 22.93 53,750 22.58
========== ========== ===========
Exercisable at end of year.......... 42,750 $ 23.01 51,500 $ 22.93 53,750 $ 22.58
Director outstanding stock options at December 31, 2007, all exercisable:
-----------------------------------------------------------------------------------------------
Weighted Average
Remaining Weighted Average Intrinsic
Exercise Price Range Number Contractual Life Exercise Price Value
-----------------------------------------------------------------------------------------------
$ 20.25-26.60 42,750 3.3 years $ 23.01 $805,000
(12) PREFERRED STOCK
Series D 7.95% Cumulative Redeemable Preferred Stock
In July 2003, EastGroup sold 1,320,000 shares of 7.95% Series D Cumulative
Redeemable Preferred Stock at $25.00 per share in a direct placement. The
preferred stock is redeemable by the Company at $25.00 per share, plus accrued
and unpaid dividends, on or after July 2, 2008. The preferred stock has no
stated maturity, sinking fund or mandatory redemption and is not convertible
into any other securities of the Company.
The Company declared dividends of $1.9876 per share for Series D Preferred
for each of the years 2007, 2006 and 2005.
48
(13) COMPREHENSIVE INCOME
Comprehensive income is comprised of net income plus all other changes in
equity from nonowner sources. The components of accumulated other comprehensive
income (loss) for 2007, 2006 and 2005 are presented in the Company's
Consolidated Statements of Changes in Stockholders' Equity and are summarized
below.
-------------------------------------------
2007 2006 2005
-------------------------------------------
(In thousands)
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):
Balance at beginning of year..................................... $ 314 311 14
Change in fair value of interest rate swap................... (370) 3 297
-------------------------------------------
Balance at end of year........................................... $ (56) 314 311
===========================================
(14) EARNINGS PER SHARE
The Company applies SFAS No. 128, Earnings Per Share, which requires
companies to present basic EPS and diluted EPS. Reconciliation of the numerators
and denominators in the basic and diluted EPS computations is as follows:
Reconciliation of Numerators and Denominators
-------------------------------------------
2007 2006 2005
-------------------------------------------
(In thousands)
BASIC EPS COMPUTATION
Numerator-net income available to common stockholders.......... $ 27,110 26,610 19,567
Denominator-weighted average shares outstanding................ 23,562 22,372 21,567
DILUTED EPS COMPUTATION
Numerator-net income available to common stockholders.......... $ 27,110 26,610 19,567
Denominator:
Weighted average shares outstanding.......................... 23,562 22,372 21,567
Common stock options......................................... 87 143 171
Nonvested restricted stock................................... 132 177 154
-------------------------------------------
Total Shares.............................................. 23,781 22,692 21,892
===========================================
(15) QUARTERLY RESULTS OF OPERATIONS - UNAUDITED
2007 Quarter Ended (1) 2006 Quarter Ended (1)
---------------------------------------------------------------------------------
Mar 31 Jun 30 Sep 30 Dec 31 Mar 31 Jun 30 Sep 30 Dec 31
---------------------------------------------------------------------------------
(In thousands, except per share data)
Revenues............................... $ 36,100 37,203 39,285 41,335 32,269 32,828 34,036 34,564
Expenses............................... (29,553) (31,087) (31,902) (32,702) (27,495) (27,491) (28,316) (27,910)
---------------------------------------------------------------------------------
Income from continuing operations...... 6,547 6,116 7,383 8,633 4,774 5,337 5,720 6,654
Income from discontinued operations.... 40 16 331 668 1,387 239 200 4,923
---------------------------------------------------------------------------------
Net income............................. 6,587 6,132 7,714 9,301 6,161 5,576 5,920 11,577
Preferred dividends.................... (656) (656) (656) (656) (656) (656) (656) (656)
---------------------------------------------------------------------------------
Net income available to common
stockholders........................ $ 5,931 5,476 7,058 8,645 5,505 4,920 5,264 10,921
=================================================================================
BASIC PER SHARE DATA (2)
Net income available to common
stockholders........................ $ .25 .23 .30 .37 .25 .22 .24 .47
=================================================================================
Weighted average shares outstanding.... 23,531 23,550 23,562 23,605 21,881 21,932 22,235 23,425
=================================================================================
DILUTED PER SHARE DATA (2)
Net income available to common
stockholders........................ $ .25 .23 .30 .36 .25 .22 .23 .46
=================================================================================
Weighted average shares outstanding.... 23,769 23,776 23,778 23,819 22,208 22,237 22,553 23,749
=================================================================================
(1) Certain reclassifications have been made to the quarterly data previously
disclosed due to the disposal of properties in 2007 and 2006 whose results of
operations were reclassified to discontinued operations in the consolidated
financial statements.
(2) The above quarterly earnings per share calculations are based on the
weighted average number of common shares outstanding during each quarter for
basic earnings per share and the weighted average number of outstanding common
shares and common share equivalents during each quarter for diluted earnings per
share. The annual earnings per share calculations in the Consolidated Statements
of Income are based on the weighted average number of common shares outstanding
during each year for basic earnings per share and the weighted average number of
outstanding common shares and common share equivalents during each year for
diluted earnings per share. The sum of quarterly financial data may vary from
the annual data due to rounding.
49
(16) DEFINED CONTRIBUTION PLAN
EastGroup maintains a 401(k) plan for its employees. The Company makes
matching contributions of 50% of the employee's contribution (limited to 10% of
compensation as defined by the plan) and may also make annual discretionary
contributions. The Company's total expense for this plan was $429,000, $378,000
and $387,000 for 2007, 2006 and 2005, respectively.
(17) LEGAL MATTERS
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.
(18) FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table presents the carrying amounts and estimated fair values
of the Company's financial instruments at December 31, 2007 and 2006. SFAS No.
107, Disclosures About Fair Value of Financial Instruments, defines the fair
value of a financial instrument as the amount at which the instrument could be
exchanged in a current transaction between willing parties.
--------------------------------------------------------
2007 2006
--------------------------------------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
--------------------------------------------------------
(In thousands)
Financial Assets
Cash and cash equivalents...... $ 724 724 940 940
Interest rate swap............. - - 314 314
Financial Liabilities
Interest rate swap............. 56 56 - -
Mortgage notes payable......... 465,360 470,335 417,440 421,271
Notes payable to banks......... 135,444 135,444 29,066 29,066
Carrying amounts shown in the table are included in the consolidated balance
sheets under the indicated captions, except as indicated in the notes below.
The following methods and assumptions were used to estimate fair value of each
class of financial instruments:
Cash and Cash Equivalents: The carrying amounts approximate fair value because
of the short maturity of those instruments.
Interest Rate Swap: The fair value of the interest rate swap is the amount at
which it could be settled, based on estimates obtained from the counterparty.
The interest rate swap is shown on the consolidated balance sheets under Other
Liabilities and Other Assets in 2007 and 2006, respectively.
Mortgage Notes Payable: The fair value of the Company's mortgage notes payable
is estimated based on the quoted market prices for similar issues or 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.
Notes Payable to Banks: The carrying amounts approximate fair value because of
the variable rates of interest on the debt and the associated credit spread
approximates market.
(19) SUBSEQUENT EVENTS
On January 4, 2008, EastGroup executed a four-year, $200 million unsecured
revolving credit facility with a group of seven banks which was arranged by PNC
Capital Markets LLC. The interest rate on this line of credit is based on the
LIBOR index and varies according to total liability to total asset value ratios,
with an annual facility fee of 15-20 basis points. Under this facility, the
Company's interest rate is currently LIBOR plus .70% with an annual facility fee
of .20%. This line of credit, which matures in January 2012, can be expanded by
$100 million and has an option for a one-year extension. This credit facility
replaces the three-year, $175 million credit facility that expired in January
2008.
Also on January 4, 2008, the Company executed a four-year, $25 million
unsecured revolving credit facility with PNC Bank, N.A. The interest rate on
this line of credit is based on the LIBOR index and varies according to total
liability to total asset value ratios. Under this facility, EastGroup's current
interest rate is LIBOR plus .75% with no annual facility fee. This credit
facility replaces the one-year, $20 million credit facility that expired in
January 2008.
The Company is under contract to purchase a portfolio of properties in
Charlotte for a total purchase price of $41.9 million. The portfolio consists of
five buildings with 669,000 square feet in four different locations and 9.9
acres of developable land.
In December 2007, EastGroup executed an application for a $78 million,
non-recourse first mortgage loan secured by properties containing 1.6 million
square feet. The loan is expected to close in March 2008 and will have a fixed
rate of 5.50%, a seven-year term and an amortization schedule of 20 years. The
proceeds of this mortgage will be used to reduce variable rate bank borrowings.
50
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON FINANCIAL STATEMENT
SCHEDULES
THE BOARD OF DIRECTORS AND STOCKHOLDERS
EASTGROUP PROPERTIES, INC.:
Under date of February 27, 2008, we reported on the consolidated balance
sheets of EastGroup Properties, Inc. and subsidiaries as of December 31, 2007
and 2006, and the related consolidated statements of income, changes in
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 2007, which are included in the 2007 Annual Report on
Form 10-K. In connection with our audits of the aforementioned consolidated
financial statements, we also audited the related consolidated financial
statement schedules as listed in Item 15(a)(2) of Form 10-K. These financial
statement schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statement schedules
based on our audits.
In our opinion, such financial statement schedules, when considered in
relation to the basic consolidated financial statements taken as a whole,
present fairly, in all material respects, the information set forth therein.
Jackson, Mississippi KPMG LLP
February 27, 2008
51
SCHEDULE III
REAL ESTATE PROPERTIES AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2007 (In thousands)
Gross Amount at
Initial Cost which Carried at
to the Company Close of Period
--------------------- --------------------------
Costs
Capitalized Accumulated
Buildings and Subsequent to Buildings and Depreciation Year Year
Description Encumbrances Land Improvements Acqusition Land Improvements Total Dec. 31, 2007 Acquired Constructed
------------------------------------------------------------------------------------------------------------------------------------
Real Estate
Properties (c):
Industrial:
FLORIDA
Jacksonville
Deerwood $ - 1,147 1,799 1,417 1,147 3,216 4,363 1,442 1989 1978
Phillips - 1,375 2,961 3,426 1,375 6,387 7,762 2,819 1994 1984/95
Lake Pointe (l) 16,236 3,442 6,450 4,166 3,442 10,616 14,058 5,696 1993 1986/87
Ellis - 540 7,513 362 540 7,875 8,415 2,347 1997 1977
Westside - 1,170 12,400 3,932 1,170 16,332 17,502 5,343 1997 1984
Beach - 476 1,899 559 476 2,458 2,934 734 2000 2000
Interstate Dist. 4,724 1,879 5,700 296 1,879 5,996 7,875 1,176 2005 1990
Orlando
Chancellor - 291 1,711 90 291 1,801 2,092 687 1996/97 1996/97
Exchange I - 603 2,414 1,548 603 3,962 4,565 1,882 1994 1975
Exchange II - 300 945 42 300 987 1,287 355 2002 1976
Exchange III - 320 997 17 320 1,014 1,334 357 2002 1980
Sunbelt
Center (j) 7,734 1,474 5,745 4,251 1,474 9,996 11,470 4,556 1989/97/98 1974/87/97/98
John Young I - 497 2,444 567 497 3,011 3,508 955 1997/98 1997/98
John Young II - 512 3,613 87 512 3,700 4,212 1,371 1998 1999
Altamonte I - 1,518 2,661 1,055 1,518 3,716 5,234 1,757 1999 1980/82
Altamonte II - 745 2,618 536 745 3,154 3,899 722 2003 1975
Sunport I - 555 1,977 590 555 2,567 3,122 813 1999 1999
Sunport II - 597 3,271 891 597 4,162 4,759 1,990 1999 2001
Sunport III - 642 3,121 442 642 3,563 4,205 1,133 1999 2002
Sunport IV - 642 2,917 315 642 3,232 3,874 604 1999 2004
Sunport V - 750 2,509 1,854 750 4,363 5,113 797 1999 2005
Sunport VI - 672 - 3,306 672 3,306 3,978 231 1999 2006
Southridge I - 373 - 4,445 701 4,117 4,818 650 2003 2006
Southridge II - 342 - 3,888 621 3,609 4,230 227 2003 2007
Southridge III - 547 - 4,898 873 4,572 5,445 132 2003 2007
Southridge IV - 506 - 4,326 776 4,056 4,832 289 2003 2006
Southridge V - 382 - 4,153 638 3,897 4,535 495 2003 2006
Southridge VI - 571 - 4,752 843 4,480 5,323 154 2003 2007
Tampa
56th Street - 843 3,567 2,325 843 5,892 6,735 3,262 1993 1981/86/97
Jetport - 1,575 6,591 2,849 1,575 9,440 11,015 4,566 1993-99 1974-85
Westport - 980 3,800 1,983 980 5,783 6,763 2,672 1994 1983/87
Benjamin I & II - 843 3,963 409 883 4,332 5,215 1,924 1997 1996
Benjamin III - 407 1,503 276 407 1,779 2,186 1,040 1999 1988
Palm River
Center - 1,190 4,625 1,201 1,190 5,826 7,016 2,471 1997/98 1990/97/98
Palm River
North I & III (k) 5,565 1,005 4,688 1,581 1,005 6,269 7,274 1,865 1998 2000
Palm River
North II (k) 5,107 724 4,418 249 634 4,757 5,391 1,508 1997/98 1999
Palm River South I - 655 3,187 336 655 3,523 4,178 532 2000 2005
Palm River South II - 655 - 4,262 655 4,262 4,917 529 2000 2006
Walden I - 337 3,318 302 337 3,620 3,957 1,121 1997/98 2001
Walden II - 465 3,738 535 465 4,273 4,738 1,531 1998 1998
Oak Creek I 1,010 1,110 6,126 212 1,109 6,339 7,448 1,823 1998 1998
Oak Creek II - 647 3,603 418 647 4,021 4,668 894 2003 2001
Oak Creek III - 665 - 2,925 665 2,925 3,590 172 2005 2007
Oak Creek IV 4,134 805 6,472 (58) 805 6,414 7,219 750 2005 2001
Oak Creek V - 1,114 - 4,763 1,114 4,763 5,877 27 2005 2007
Airport Commerce - 1,257 4,012 698 1,257 4,710 5,967 1,429 1998 1998
Westlake (k) 7,090 1,333 6,998 992 1,333 7,990 9,323 2,996 1998 1998/99
Expressway II - 1,013 3,247 175 1,013 3,422 4,435 807 2003 2001
Expressway I - 915 5,346 310 915 5,656 6,571 1,106 2002 2004
Fort Myers
SunCoast II - 911 - 4,756 928 4,739 5,667 63 2005 2007
52
Fort Lauderdale/
Pompano Beach area
Linpro - 613 2,243 1,141 616 3,381 3,997 1,681 1996 1986
Cypress Creek - - 2,465 1,248 - 3,713 3,713 1,464 1997 1986
Lockhart - - 3,489 1,851 - 5,340 5,340 1,961 1997 1986
Interstate Commerce - 485 2,652 431 485 3,083 3,568 1,254 1998 1988
Sample 95 - 2,202 8,785 1,795 2,202 10,580 12,782 3,797 1996/98 1990/99
Blue Heron - 975 3,626 1,527 975 5,153 6,128 1,559 1999 1986
Blue Heron II 1,735 1,385 4,222 756 1,385 4,978 6,363 935 2004 1988
Executive Airport - 1,991 4,857 4,697 1,991 9,554 11,545 1,455 2001 2004/06
NORTH CAROLINA
Charlotte
NorthPark (f) 18,979 2,758 15,932 116 2,758 16,048 18,806 1,606 2006 1987-89
Westinghouse - 765 4,303 290 765 4,593 5,358 195 2007 1983
Lindbergh I & II - 470 3,401 38 470 3,439 3,909 265 2007 2001/03
Nations Ford - 3,924 16,171 127 3,924 16,298 20,222 1,446 2007 1989/94
CALIFORNIA
San Francisco area
Wiegman (m) 13,785 2,197 8,788 1,014 2,308 9,691 11,999 3,054 1996 1986/87
Huntwood (m) 22,891 3,842 15,368 716 3,842 16,084 19,926 5,541 1996 1988
San Clemente - 893 2,004 92 893 2,096 2,989 598 1997 1978
Yosemite - 259 7,058 709 259 7,767 8,026 2,213 1999 1974/87
Los Angeles area
Kingsview (e) 1,570 643 2,573 7 643 2,580 3,223 796 1996 1980
Dominguez (e) 5,436 2,006 8,025 1,128 2,006 9,153 11,159 3,400 1996 1977
Main Street (i) 3,817 1,606 4,103 532 1,606 4,635 6,241 1,476 1999 1999
Walnut (e) 4,123 2,885 5,274 306 2,885 5,580 8,465 1,924 1996 1966/90
Washington (e) 3,361 1,636 4,900 364 1,636 5,264 6,900 1,663 1997 1996/97
Ethan Allen (f) 12,932 2,544 10,175 95 2,544 10,270 12,814 3,277 1998 1980
Industry I (e) 11,477 10,230 12,373 957 10,230 13,330 23,560 4,234 1998 1959
Industry III - - 3,012 10 - 3,022 3,022 38 2007 1992
Chestnut (i) 3,224 1,674 3,465 132 1,674 3,597 5,271 965 1998 1999
Los Angeles
Corporate Center - 1,363 5,453 1,244 1,363 6,697 8,060 2,415 1996 1986
Santa Barbara
University Bus.
Center 15,166 5,517 22,067 2,571 5,520 24,635 30,155 8,409 1996 1987/88
Castilian
(Redevelopment) - 2,719 1,410 4,790 2,719 6,200 8,919 55 2005 2007
Fresno
Shaw (e) 7,820 2,465 11,627 1,962 2,465 13,589 16,054 4,888 1998 1978/81/87
San Diego
Eastlake - 3,046 6,888 1,224 3,046 8,112 11,158 2,648 1997 1989
TEXAS
Dallas
Interstate
I & II (h) 4,845 1,757 4,941 1,748 1,746 6,700 8,446 3,896 1988 1978
Interstate
III (h) 1,821 520 2,008 646 519 2,655 3,174 880 2000 1979
Interstate IV - 416 2,481 99 416 2,580 2,996 450 2004 2002
Venture (h) 3,776 1,452 3,762 1,369 1,452 5,131 6,583 2,883 1988 1979
Stemmons
Circle (h) 1,537 363 2,014 300 363 2,314 2,677 1,016 1998 1977
Ambassador Row - 1,156 4,625 1,587 1,156 6,212 7,368 2,926 1998 1958/65
North
Stemmons I (i) 2,566 619 3,264 312 619 3,576 4,195 1,057 2001 1979
North
Stemmons II - 150 583 183 150 766 916 250 2002 1971
North
Stemmons III - 380 2,066 2 380 2,068 2,448 59 2007 1974
Shady Trail (k) 3,161 635 3,621 118 635 3,739 4,374 676 2003 1998
Houston
Northwest
Point (j) 6,509 1,243 5,640 2,770 1,243 8,410 9,653 3,550 1994 1984/85
Lockwood (j) 5,180 749 5,444 1,489 749 6,933 7,682 2,136 1997 1968/69
West Loop (h) 3,869 905 4,383 1,457 905 5,840 6,745 2,230 1997/2000 1980
World Houston
1 & 2 (f) 7,514 660 5,893 892 660 6,785 7,445 2,518 1998 1996
World Houston
3, 4 & 5 (g) 4,889 1,025 6,413 300 1,025 6,713 7,738 2,616 1998 1998
53
World
Houston 6 (g) 2,214 425 2,423 55 425 2,478 2,903 882 1998 1998
World Houston
7 & 8 (g) 5,628 680 4,584 3,231 680 7,815 8,495 2,921 1998 1998
World
Houston 9 (g) 4,890 800 4,355 1,460 800 5,815 6,615 1,341 1998 1998
World
Houston 10 (j) 3,892 933 4,779 59 933 4,838 5,771 1,151 2001 1999
World
Houston 11 (j) 3,473 638 3,764 748 638 4,512 5,150 1,185 1999 1999
World
Houston 12 (i) 1,798 340 2,419 181 340 2,600 2,940 705 2000 2002
World
Houston 13 (i) 1,855 282 2,569 182 282 2,751 3,033 1,229 2000 2002
World
Houston 14 (j) 2,527 722 2,629 397 722 3,026 3,748 900 2000 2003
World
Houston 15 - 731 - 5,369 731 5,369 6,100 286 2000 2007
World
Houston 16 (n) 4,877 519 4,248 159 519 4,407 4,926 724 2000 2005
World
Houston 17 (k) 2,762 373 1,945 758 373 2,703 3,076 351 2000 2004
World
Houston 18 - 323 1,512 27 323 1,539 1,862 191 2005 1995
World
Houston 19 (l) 3,903 373 2,256 750 373 3,006 3,379 803 2000 2004
World
Houston 20 (l) 4,726 346 1,948 1,798 1,008 3,084 4,092 594 2000 2004
World
Houston 21 (f) 3,928 436 - 3,456 436 3,456 3,892 142 2000/03 2006
World
Houston 22 - 436 - 4,206 436 4,206 4,642 92 2000 2007
World
Houston 23 (f) 7,994 910 - 7,011 910 7,011 7,921 184 2000 2007
America Plaza (g) 3,506 662 4,660 450 662 5,110 5,772 1,762 1998 1996
Central Green (g) 3,137 566 4,031 97 566 4,128 4,694 1,411 1999 1998
Glenmont (h) 4,775 936 6,161 1,226 937 7,386 8,323 2,511 1998 1999/2000
Techway I (j) 3,875 729 3,765 1,252 729 5,017 5,746 1,111 2000 2001
Techway II (l) 5,252 550 3,689 308 550 3,997 4,547 885 2000 2004
Techway III - 597 - 5,178 751 5,024 5,775 258 1999 2006
Beltway I (j) 4,817 458 5,712 973 458 6,685 7,143 1,716 2002 2001
Beltway II - 415 - 2,745 415 2,745 3,160 62 2005 2007
Kirby (k) 3,102 530 3,153 240 530 3,393 3,923 453 2004 1980
Clay Campbell - 742 2,998 234 742 3,232 3,974 666 2005 1982
El Paso
Butterfield
Trail (h) 15,286 - 22,144 4,505 - 26,649 26,649 10,911 1997/2000 1987/95
Rojas (h) 3,706 900 3,659 1,901 900 5,560 6,460 2,945 1999 1986
Americas
Ten I (k) 3,050 526 2,778 982 526 3,760 4,286 1,075 2001 2003
San Antonio
Alamo Downs (n) 8,115 1,342 6,338 517 1,342 6,855 8,197 1,607 2004 1986/2002
Arion (n) 35,871 4,593 31,432 208 4,143 32,090 36,233 6,622 2005 1988-2000/06
Arion 14 (n) 3,652 423 - 3,266 423 3,266 3,689 195 2005 2006
Arion 16 (f) 3,935 427 - 3,472 427 3,472 3,899 87 2005 2007
Arion 17 (n) 3,771 616 - 3,193 616 3,193 3,809 86 2005 2007
Wetmore - 1,494 10,804 1,107 1,494 11,911 13,405 1,862 2005 1998/99
Fairgrounds - 1,644 8,209 69 1,644 8,278 9,922 389 2007 1985/86
Alamo Ridge land - 591 - 2 593 - 593 - 2007 n/a
ARIZONA
Phoenix area
Broadway I (i) 2,867 837 3,349 501 837 3,850 4,687 1,549 1996 1971
Broadway II - 455 482 125 455 607 1,062 282 1999 1971
Broadway III (i) 1,586 775 1,742 76 775 1,818 2,593 686 2000 1983
Broadway IV (i) 1,373 380 1,652 212 380 1,864 2,244 676 2000 1986
Broadway V (j) 1,003 353 1,090 44 353 1,134 1,487 367 2002 1980
Broadway VI (f) 2,617 599 1,855 139 599 1,994 2,593 680 2002 1979
Kyrene 669 850 2,044 349 850 2,393 3,243 985 1999 1981
Kyrene II - 640 2,409 550 640 2,959 3,599 1,013 1999 2001
Metro - 1,927 7,708 4,002 1,927 11,710 13,637 3,738 1996 1977/79
35th Avenue (j) 2,018 418 2,381 194 418 2,575 2,993 761 1997 1967
Estrella - 628 4,694 302 628 4,996 5,624 1,433 1998 1988
51st Avenue (i) 1,703 300 2,029 455 300 2,484 2,784 824 1998 1987
East University
I and II (f) 5,941 1,120 4,482 285 1,120 4,767 5,887 1,680 1998 1987/89
55th Avenue (f) 5,071 912 3,717 396 917 4,108 5,025 1,469 1998 1987
Interstate
Commons I - 798 3,632 434 798 4,066 4,864 1,404 1999 1988
54
Interstate
Commons II - 320 2,448 256 320 2,704 3,024 739 1999 2000
Southpark (i) 2,585 918 2,738 570 918 3,308 4,226 868 2001 2000
Airport Commons - 1,000 1,510 178 1,000 1,688 2,688 468 2003 1971
Santan 10 I (n) 3,695 846 2,647 239 846 2,886 3,732 623 2001 2005
Santan 10 II (f) 5,574 1,088 - 4,435 1,088 4,435 5,523 228 2004 2007
Tucson
Country Club I (l) 6,488 506 3,564 1,547 506 5,111 5,617 1,188 1997/2003 1994/2003
Airport Dist. (i) 4,328 1,103 4,672 1,301 1,103 5,973 7,076 1,693 1998 1995
Southpointe (i) 4,224 - 3,982 2,924 - 6,906 6,906 1,983 1999 1989
Benan - 707 1,842 394 707 2,236 2,943 455 2005 2001
Country Club II - 415 3,381 3 415 3,384 3,799 82 2007 2000
TENNESSEE
Memphis
Air Park I - 250 1,916 239 250 2,155 2,405 727 1998 1975
Delp III - 130 538 68 130 606 736 246 1998 1977
LOUISIANA
New Orleans
Elmwood - 2,861 6,337 2,338 2,861 8,675 11,536 4,443 1997 1979
Riverbend - 2,592 17,623 1,799 2,592 19,422 22,014 7,346 1997 1984
COLORADO
Denver
Rampart I(n) 5,495 1,023 3,861 666 1,023 4,527 5,550 2,391 1988 1987
Rampart II(n) 4,052 230 2,977 886 230 3,863 4,093 1,913 1996/97 1996/97
Rampart III (n) 6,203 1,098 3,884 1,283 1,098 5,167 6,265 1,723 1997/98 1999
Concord - 1,083 4,728 - 1,083 4,728 5,811 12 2007 2000
OKLAHOMA
Oklahoma City
Northpointe - 777 3,113 654 998 3,546 4,544 917 1998 1996/97
Tulsa
Braniff Park West - 1,066 4,641 1,969 1,066 6,610 7,676 2,770 1996 1974
MISSISSIPPI
Interchange (i) 4,258 343 5,007 1,611 343 6,618 6,961 2,636 1997 1981
Tower 9,710 - 9,958 1,172 - 11,130 11,130 1,941 2001 2002
Metro Airport I - 303 1,479 857 303 2,336 2,639 553 2001 2003
--------------------------------------------------------------------------------------
465,360 173,099 713,790 228,077 175,496 939,470 1,114,966 268,944
--------------------------------------------------------------------------------------
Industrial
Development (d):
FLORIDA
Oak Creek A & B - 512 - 2,429 512 2,429 2,941 - 2005 n/a
Oak Creek land - 2,490 - 5,992 3,438 5,044 8,482 - 2005 n/a
SouthRidge land - 4,471 - 24,517 6,951 22,037 28,988 11 2003/05 n/a
Blue Heron III - 450 - 361 450 361 811 - 2004 n/a
SunCoast I - 911 - 4,165 928 4,148 5,076 35 2005 n/a
SunCoast land - 12,626 - 4,367 12,866 4,127 16,993 - 2006 n/a
CALIFORNIA
TEXAS
Techway IV - 535 - 1,433 674 1,294 1,968 - 1999 n/a
World Houston 24 - 838 - 4,327 838 4,327 5,165 - 2005 n/a
World Houston 25 - 508 - 2,686 508 2,686 3,194 - 2005 n/a
World Houston 27 - 838 - 1,645 838 1,645 2,483 - 2005 n/a
World Houston land - 3,401 - 1,082 3,401 1,082 4,483 - 2000/03/05/06 n/a
Beltway III & IV - 920 - 5,292 920 5,292 6,212 129 2005 n/a
Beltway V - 701 - 3,045 701 3,045 3,746 - 2005 n/a
Beltway VI - 618 - 2,905 618 2,905 3,523 - 2005 n/a
Beltway land - 1,486 - 339 1,486 339 1,825 - 2005 n/a
Beltway
Phase II land - 1,841 - 138 1,841 138 1,979 - 2007 n/a
Lee Road land - 5,975 - 288 5,975 288 6,263 - 2007 n/a
Americas Ten II & III - 1,365 - 1,079 1,365 1,079 2,444 - 2001 n/a
Arion 18 - 418 - 1,537 418 1,537 1,955 - 2005 n/a
Wetmore Phase II,
Building A - 412 - 2,389 412 2,389 2,801 7 2006 n/a
Wetmore Phase II,
Buildings B & C - 1,051 - 5,329 1,051 5,329 6,380 - 2006 n/a
Wetmore Phase II,
Building D - 1,056 - 1,929 1,056 1,929 2,985 - 2006 n/a
Alamo Ridge land - 2,449 - 117 2,449 117 2,566 - 2007 n/a
COLORADO
Centennial Park
(Redevelopment) - 750 3,319 678 750 3,997 4,747 - 2007 n/a
ARIZONA
40th Street - 703 - 4,444 703 4,444 5,147 - 2004 n/a
Interstate
Commons III - 242 - 2,806 242 2,806 3,048 6 2000 n/a
Sky Harbor land - 5,840 - 8,168 5,840 8,168 14,008 - 2006 n/a
Airport Dist. II - 300 - 67 300 67 367 - 2000 n/a
Country Club land - 1,434 - 244 1,434 244 1,678 - 2007 n/a
MISSISSIPPI
Metro Airport II - 307 - 398 307 398 705 - 2001 n/a
--------------------------------------------------------------------------------------
- 55,448 3,319 94,196 59,272 93,691 152,963 188
--------------------------------------------------------------------------------------
Total real estate
owned (a)(b) $465,360 228,547 717,109 322,273 234,768 1,033,161 1,267,929 269,132
======================================================================================
55
(a) Changes in Real Estate Properties follow:
Years Ended December 31,
--------------------------------------
2007 2006 2005
--------------------------------------
(In thousands)
Balance at beginning of year.......................... $ 1,088,896 1,021,841 887,506
Purchase of real estate properties.................... 54,543 18,690 71,103
Development of real estate properties................. 112,960 77,666 58,192
Improvements to real estate properties................ 15,881 13,470 11,262
Carrying amount of investments sold................... (3,791) (42,485) (6,034)
Write-off of improvements............................. (560) (213) (188)
Other................................................. - (73) -
--------------------------------------
Balance at end of year (1) ........................... $ 1,267,929 1,088,896 1,021,841
======================================
(1) Includes 20% minority interests in Castilian Research Center of
$1,784,000 at December 31, 2007 and $981,000 at December 31, 2006 and in
University Business Center of $6,031,000 and $5,926,000, respectively.
Changes in the accumulated depreciation on real estate properties follow:
Years Ended December 31,
--------------------------------------
2007 2006 2005
--------------------------------------
(In thousands)
Balance at beginning of year.......................... $ 231,106 206,427 175,062
Depreciation expense.................................. 39,688 35,428 32,693
Accumulated depreciation on assets sold............... (1,102) (10,630) (1,234)
Other................................................. (560) (119) (94)
--------------------------------------
Balance at end of year ............................... $ 269,132 231,106 206,427
======================================
(b) The estimated aggregate cost of real estate properties at December 31, 2007
for federal income tax purposes was approximately $1,210,155,000 before
estimated accumulated tax depreciation of $173,555,000. The federal income tax
return for the year ended December 31, 2007 has not been filed and, accordingly,
this estimate is based on preliminary data.
(c) The Company computes depreciation using the straight-line method over the
estimated useful lives of the buildings (generally 40 years) and improvements
(generally 3 to 15 years).
(d) The Company transfers development properties to real estate properties the
earlier of 80% occupancy or one year after completion of the shell construction.
(e) EastGroup has a $33,787,000 non-recourse first mortgage loan with
Metropolitan Life secured by Dominguez, Kingsview, Walnut, Washington, Industry
Distribution Center I and Shaw.
(f) EastGroup has a $74,485,000 non-recourse first mortgage loan with Prudential
Life secured by Broadway VI, World Houston 1 & 2, 21 & 23, Arion 16, Ethan
Allen, Northpark I-IV, South 55th Avenue, East University I & II and Santan 10
II.
(g) EastGroup has a $24,264,000 non-recourse first mortgage loan with New York
Life secured by America Plaza, Central Green and World Houston 3-9.
(h) EastGroup has a $39,615,000 non-recourse first mortgage loan with
Metropolitan Life secured by Interstate I, II & III, Venture, Stemmons Circle,
Glenmont I & II, West Loop I & II, Butterfield Trail and Rojas.
(i) EastGroup has a $36,184,000 non-recourse first mortgage loan with
Metropolitan Life secured by Airport Distribution, Southpointe, Broadway I, III
& IV, Southpark, 51st Avenue, Chestnut, Main Street, Interchange Business Park,
North Stemmons I and World Houston 12 & 13.
(j) EastGroup has a $41,028,000 non-recourse first mortgage loan with Prudential
Life secured by Broadway V, 35th Avenue, Sunbelt, Freeport (aka Beltway Crossing
I), Lockwood, Northwest Point, Techway Southwest I and World Houston 10, 11 &
14.
(k) EastGroup has a $29,837,000 non-recourse first mortgage loan with New York
Life secured by World Houston 17, Kirby, Americas Ten I, Shady Trail, Palm River
North I, II & III and Westlake I & II.
(l) EastGroup has a $36,605,000 non-recourse first mortgage loan with Prudential
Life secured by Country Club Commerce Center I, Lake Pointe, Techway Southwest
II and World Houston 19 & 20.
(m) EastGroup has a $36,676,000 non-recourse first mortgage loan with Prudential
Life secured by Huntwood and Wiegman.
(n) EastGroup has a $75,731,000 non-recourse first mortgage loan with Prudential
Life secured by Alamo Downs, Arion 1-15 & 17, Rampart I, II & III, Santan 10 and
World Houston 16.
56
SCHEDULE IV
MORTGAGE LOANS ON REAL ESTATE
DECEMBER 31, 2007
Number of Interest Maturity Periodic
Loans Rate Date Payment Terms
----------------------------------------------------------------------
Second mortgage loan:
Madisonville land, Kentucky 1 7.00% 01/12 Principal and interest
monthly
-----------
Total mortgage loans (c) 1
===========
Principal
Face Amount Carrying Amount of Loans
of Mortgages Amount of Subject to Delinquent
Dec. 31, 2007 Mortgages Principal or Interest (d)
----------------------------------------------------------------------
(In thousands)
Second mortgage loan:
Madisonville land, Kentucky $ 132 132 -
----------------------------------------------------------------------
Total mortgage loans $ 132 132 (a)(b) -
======================================================================
(a) Changes in mortgage loans follow:
Years Ended December 31,
--------------------------------------
2007 2006 2005
--------------------------------------
(In thousands)
Balance at beginning of year................................ $ 162 - 7,550
Advances on mortgage notes receivable....................... - 185 -
Payments on mortgage notes receivable....................... (30) (23) (7,550)
--------------------------------------
Balance at end of year...................................... $ 132 162 -
======================================
(b) The aggregate cost for federal income tax purposes is zero.
(c) Reference is made to allowance for possible losses on real estate
investments in the notes to consolidated financial statements.
(d) Interest in arrears for three months or less is disregarded in computing
principal amount of loans subject to delinquent interest.
57
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
EASTGROUP PROPERTIES, INC.
By: /s/ DAVID H. HOSTER II
-------------------------------------------------------------
David H. Hoster II, Chief Executive Officer, President & Director
February 28, 2008
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
* *
--------------------------------------- -------------------------------------
D. Pike Aloian, Director H. C. Bailey, Jr., Director
February 26, 2008 February 26, 2008
* *
--------------------------------------- -------------------------------------
Hayden C. Eaves III, Director Fredric H. Gould, Director
February 26, 2008 February 26, 2008
* *
--------------------------------------- -------------------------------------
Mary Elizabeth McCormick, Director David M. Osnos, Director
February 26, 2008 February 26, 2008
* /s/ N. KEITH MCKEY
--------------------------------------- -------------------------------------
Leland R. Speed, Chairman of the Board * By N. Keith McKey, Attorney-in-fact
(Principal Executive Officer) February 28, 2008
February 26, 2008
/s/BRUCE CORKERN
--------------------------------------------------------------------------
Bruce Corkern, Sr. Vice President, Controller and Chief Accounting Officer
(Principal Accounting Officer)
February 28, 2008
/s/N. KEITH MCKEY
---------------------------------------------------------
N. Keith McKey, Executive Vice-President, Chief Financial
Officer, Treasurer and Secretary
(Principal Financial Officer)
February 28, 2008
58
EXHIBIT INDEX
The following exhibits are included in this Form 10-K or are incorporated by
reference as noted in the following table:
(3) Exhibits required by Item 601 of Regulation S-K:
(3) Articles of Incorporation and Bylaws
(a) Articles of Incorporation (incorporated by reference to Appendix
B to the Company's Proxy Statement for its Annual Meeting of
Stockholders held on June 5, 1997).
(b) Bylaws of the Company (incorporated by reference to Exhibit 3.1
to the Company's Form 8-K filed December 13, 2007).
(c) Articles Supplementary of the Company relating to the Series C
Preferred Stock (incorporated by reference to Exhibit A to
Exhibit 4 to the Company's Form 8-A filed December 9, 1998).
(d) Articles Supplementary of the Company relating to the 7.95%
Series D Cumulative Redeemable Preferred Stock (incorporated by
reference to Exhibit 3 to the Company's Form 8-A filed June 6,
2003).
(4) Instruments Defining the Rights of Security Holders
(a) Rights Agreement dated as of December 3, 1998 between the Company
and Harris Trust and Savings Bank, as Rights Agent (incorporated
by reference to Exhibit 4 to the Company's Form 8-A filed
December 9, 1998).
(b) First Amendment to Rights Agreement dated December 20, 2004
between the Company and Equiserve Trust Company, N.A., which
replaced Harris Trust and Savings Bank, as Rights Agent
(incorporated by reference to Exhibit 99.1 to the Company's Form
8-K filed December 22, 2004).
(c) Second Amendment to Rights Agreement dated as of July 23, 2007
between the Company and Wells Fargo Bank, National Association,
as Rights Agent (incorporated by reference to Exchibit 4.1 to the
Company's Form 8-K filed July 23, 2007).
(10) Material Contracts (*Indicates management or compensatory agreement):
(a) EastGroup Properties, Inc. 1991 Directors Stock Option Plan, as
Amended (incorporated by reference to Exhibit B to the Company's
Proxy Statement for its Annual Meeting of Stockholders held on
December 8, 1994).*
(b) EastGroup Properties, Inc. 1994 Management Incentive Plan, as
Amended and Restated (incorporated by reference to Appendix A to
the Company's Proxy Statement for its Annual Meeting of
Stockholders held on June 2, 1999).*
(c) Amendment No. 1 to the Amended and Restated 1994 Management
Incentive Plan (incorporated by reference to Exhibit 10(c) to the
Company's Form 8-K filed January 8, 2007).*
(d) EastGroup Properties, Inc. 2000 Directors Stock Option Plan
(incorporated by reference to Appendix A to the Company's Proxy
Statement for its Annual Meeting of Stockholders held on June 1,
2000).*
(e) EastGroup Properties, Inc. 2004 Equity Incentive Plan
(incorporated by reference to Appendix D to the Company's Proxy
Statement for its Annual Meeting of Stockholders held on May 27,
2004).*
(f) Amendment No. 1 to the 2004 Equity Incentive Plan (incorporated
by reference to Exhibit 10(f) to the Company's Form 10-K for the
year ended December 31, 2006). *
(g) Amendment No. 2 to the 2004 Equity Incentive Plan (incorporated
by reference to Exhibit 10(d) to the Company's Form 8-K filed
January 8, 2007).*
(h) EastGroup Properties, Inc. 2005 Directors Equity Incentive Plan
(incorporated by reference to Appendix B to the Company's Proxy
Statement for its Annual Meeting of Stockholders held on June 2,
2005).*
(i) Amendment No. 1 to the 2005 Directors Equity Incentive Plan
(incorporated by reference to Exhibit 10.1 to the Company's Form
8-K filed June 6, 2006).*
(j) Form of Severance and Change in Control Agreement that the
Company has entered into with Leland R. Speed, David H. Hoster II
and N. Keith McKey (incorporated by reference to Exhibit 10(a) to
the Company's Form 8-K filed January 8, 2007).*
(k) Form of Severance and Change in Control Agreement that the
Company has entered into with John F. Coleman, William D. Petsas,
Brent W. Wood and C. Bruce Corkern (incorporated by reference to
Exhibit 10(b) to the Company's Form 8-K filed January 8, 2007).*
(l) Compensation Program for Non-Employee Directors (a written
description thereof is set forth in Item 1.01 of the Company's
Form 8-K filed June 6, 2006).*
(m) Annual Cash Bonus and 2007 Annual Long-Term Incentive Performance
Goals (a written description thereof is set forth in Item 5.02 of
the Company's Form 8-K filed June 5, 2007).*
(n) Multi-Year Long-Term Incentive Performance Goals (a written
description thereof is set forth in Item 1.01 of the Company's
Form 8-K filed June 6, 2006).*
59
(o) Second Amended and Restated Credit Agreement Dated January 4,
2008 among EastGroup Properties, L.P.; EastGroup Properties,
Inc.; PNC Bank, National Association, as Administrative Agent;
Regions Bank and SunTrust Bank as Co-Syndication Agents; Wells
Fargo Bank, National Association as Documentation Agent; and PNC
Capital Markets LLC, as Sole Lead Arranger and Sole Bookrunner;
and the Lenders there under (incorporated by reference to Exhibit
10.1 to the Company's Form 8-K filed January 10, 2008).
(21) Subsidiaries of EastGroup Properties, Inc. (filed herewith).
(23) Consent of KPMG LLP (filed herewith).
(24) Powers of attorney (filed herewith).
(31) Rule 13a-14(a)/15d-14(a) Certifications (pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002)
(a) David H. Hoster II, Chief Executive Officer
(b) N. Keith McKey, Chief Financial Officer
(32) Section 1350 Certifications (pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002)
(a) David H. Hoster II, Chief Executive Officer
(b) N. Keith McKey, Chief Financial Officer
60