FEDERAL REALTY INVESTMENT TRUST

Previous wording

Federal Realty Investment Trust (the "Parent Company" or the “Trust”) is an equity real estate investment trust (“REIT”). Federal Realty OP LP (the "Operating Partnership") is the entity through which the Trust conducts substantially all of its operations and owns substantially all of its assets. The Trust owns 100% of the limited liability company interests of, and is sole member and exercises exclusive control over Federal Realty GP LLC ("the General Partner"), which in turn, is the sole general partner of the Operating Partnership. Unless stated otherwise or the context otherwise requires, "we," "our," and "us" means the Trust and its business and operations conducted through its directly and indirectly owned subsidiaries, including the Operating Partnership. We specialize in the ownership, management, and redevelopment of high quality retail and mixed-use properties. As of March 31, 2024, we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as 102 predominantly retail real estate projects comprising approximately 26.2 million commercial square feet. In total, the real estate projects were 94.3% leased and 92.0% occupied at March 31, 2024.

Current wording

Federal Realty Investment Trust (the "Parent Company" or the “Trust”) is an equity real estate investment trust (“REIT”). Federal Realty OP LP (the "Operating Partnership") is the entity through which the Trust conducts substantially all of its operations and owns substantially all of its assets. The Trust owns 100% of the limited liability company interests of, and is sole member and exercises exclusive control over Federal Realty GP LLC ("the General Partner"), which in turn, is the sole general partner of the Operating Partnership. Unless stated otherwise or the context otherwise requires, "we," "our," and "us" means the Trust and its business and operations conducted through its directly and indirectly owned subsidiaries, including the Operating Partnership. We specialize in the ownership, management, and redevelopment of high quality retail and mixed-use properties.

Previous wording

On January 11, 2024, our Operating Partnership issued $485.0 million aggregate principal amount of 3.25% Exchangeable Senior Notes due 2029 (the “Notes”) in a private placement. The notes bear interest at an annual rate of 3.25%, payable semiannually in arrears on January 15 th and July 15 th of each year, beginning July 15, 2024. The notes mature on January 15, 2029, unless earlier exchanged, purchased or redeemed. Net proceeds after the initial purchaser’s discount and offering costs were approximately $471.6 million. Interest expense related to these Notes for the three months ended March 31, 2024 was $4.1 million, including debt issuance cost amortization.

Current wording

On January 11, 2024, our Operating Partnership issued $485.0 million aggregate principal amount of 3.25% Exchangeable Senior Notes due 2029 (the “Notes”) in a private placement. The notes bear interest at an annual rate of 3.25%, payable semiannually in arrears on January 15 th and July 15 th of each year, beginning July 15, 2024. The notes mature on January 15, 2029, unless earlier exchanged, purchased or redeemed. Net proceeds after the initial purchaser’s discount and offering costs were approximately $471.5 million. Interest expense related to these Notes for the three and six months ended June 30, 2024 was $4.6 million and $8.7 million, respectively, including debt issuance cost amortization.

Previous wording

Prior to the close of business on July 15, 2028, the Notes will be exchangeable at the option of holders only upon certain circumstances and during certain periods. On or after July 15, 2028, until the close of business on the second scheduled trading day immediately preceding the maturity date of the Notes, holders may exchange their Notes at any time. The Operating Partnership will settle exchanges of the Notes by delivering cash up to the principal amount of the Notes exchanged, and if applicable, cash, common shares of the Trust, or a combination thereof at our option, in respect of the remainder, if any, of the exchange obligation in excess of the principal amount. If we elect to settle any portion of the exchange obligation in excess of the principal amount with shares of the Trust, an equivalent number of common units will be issued by the Operating

Current wording

Prior to the close of business on July 15, 2028, the Notes will be exchangeable at the option of holders only upon certain circumstances and during certain periods. On or after July 15, 2028, until the close of business on the second scheduled trading day immediately preceding the maturity date of the Notes, holders may exchange their Notes at any time. The Operating Partnership will settle exchanges of the Notes by delivering cash up to the principal amount of the Notes exchanged, and if applicable, cash, common shares of the Trust, or a combination thereof at our option, in respect of the remainder, if any, of the exchange obligation in excess of the principal amount. If we elect to settle any portion of the exchange obligation in excess of the principal amount with shares of the Trust, an equivalent number of common units will be issued by the Operating Partnership to the Trust. The exchange rate initially equals 8.1436 common shares per $1,000 principal amount of the Notes (which is equivalent to an exchange price of approximately $122.80 per common share and reflects an exchange premium of approximately 20% based on the closing price of $102.33 on January 8, 2024). The initial exchange rate is subject to adjustment upon the occurrence of certain events, including in the event of a payment of a quarterly common dividend in excess of $1.09 per share, but will not be adjusted for any accrued and unpaid interest.

Previous wording

For the three months ended March 31, 2024, we issued 62,895 common shares (which were sold during 2023 under our previous ATM equity program), at a weighted average price per share of $105.04 for net cash proceeds of $6.4 million including paying $0.1 million in commissions and $0.1 million in additional offering expenses related to the sales of these common shares. There were no sales during the three months ended March 31, 2024 under the amended ATM equity program, and therefore we have the capacity to issue up to $500.0 million in common shares under this program as of March 31, 2024.

Current wording

For the three months ended June 30, 2024, we sold 713,821 common shares (of which, 76,000 settled on July 1, 2024) at a weighted average price per share of $102.25 for net cash proceeds of $72.1 million including paying $0.7 million in commissions and $0.1 million in additional offering expenses related to the sales of these common shares. For the six months ended June 30, 2024, we issued an additional 62,895 common shares, which were sold during 2023 under our previous ATM equity program. Including these common shares, for the six months ended June 30, 2024, the weighted average price per share was $102.47 for net cash proceeds of $78.6 million, including paying $0.8 million in commissions and $0.2 million in additional offering expenses related to the sales of these common shares. As of June 30, 2024, we have the capacity to issue up to $427.0 million in common shares under our ATM equity program.

Previous wording

On April 1, 2024, we acquired the approximately 10% noncontrolling interest in the partnership that owns our CocoWalk property for approximately $12 million, bringing our ownership to 100%.

Current wording

On April 1, 2024, we acquired the approximately 10% noncontrolling interest in the partnership that owns our CocoWalk property for $12.4 million, bringing our ownership to 100%.

Previous wording

Certain external and internal costs directly related to the development, redevelopment and leasing of real estate, including pre-construction costs, real estate taxes, insurance, construction costs and salaries and related costs of personnel directly involved, are capitalized. We capitalized certain external and internal costs related to both development and redevelopment activities of $36 million and $2 million, respectively, for the three months ended March 31, 2024, and $53 million and $2 million for the three months ended March 31, 2023. We capitalized external and internal costs related to other property improvements of $27 million and $1 million, respectively, for the three months ended March 31, 2024, and $23 million and $1 million, respectively, for the three months ended March 31, 2023. We capitalized external and internal costs related to leasing activities of $5 million and $1 million, respectively, for the three months ended March 31, 2024, and $4 million and $1 million, respectively, for the three months ended March 31, 2023. The amount of capitalized internal costs for salaries and related benefits for development and redevelopment activities, other property improvements, and leasing activities were $2 million, $1 million, and $1 million, for both the three months ended March 31, 2024 and 2023. Total capitalized costs were $72 million and $80 million for the three months ended March 31, 2024 and 2023, respectively.

Current wording

Certain external and internal costs directly related to the development, redevelopment and leasing of real estate, including pre-construction costs, real estate taxes, insurance, construction costs and salaries and related costs of personnel directly involved, are capitalized. We capitalized certain external and internal costs related to both development and redevelopment activities of $65 million and $4 million, respectively, for the six months ended June 30, 2024, and $100 million and $5 million for the six months ended June 30, 2023. We capitalized external and internal costs related to other property improvements of $53 million and $2 million, respectively, for the six months ended June 30, 2024, and $45 million and $2 million, respectively, for the six months ended June 30, 2023. We capitalized external and internal costs related to leasing activities of $11 million and $2 million, respectively, for the six months ended June 30, 2024, and $7 million and $2 million, respectively, for the six months ended June 30, 2023. The amount of capitalized internal costs for salaries and related benefits for development and redevelopment activities, other property improvements, and leasing activities were $4 million, $2 million, and $2 million, respectively, for the six months ended June 30, 2024, and $5 million, $2 million, and $2 million, respectively, for the six months ended June 30, 2023. Total capitalized costs were $137 million and $161 million for the six months ended June 30, 2024 and 2023, respectively.

Previous wording

Our comparable property growth is primarily driven by increases in rental rates on new leases and lease renewals, changes in portfolio occupancy, and the redevelopment of those assets. Over the long-term, the infill nature and strong demographics of our properties provide a strategic advantage allowing us to maintain relatively high occupancy and generally increase rental rates. We continue to experience strong demand for our commercial space as evidenced by the 2.1 million square feet of comparable retail space leasing we've completed in the last twelve months, and the 2.3% spread between our leased rate of 94.3% and our occupied rate of 92.0%. However, the effects of high levels of inflation and interest rates continue to negatively impact our business with the largest impacts being higher interest costs, increased material costs, and higher operating costs. We continue to see impacts of increased costs for certain construction and other materials that support our development and redevelopment activities. Worsening supply chain disruptions could also result in extended timeframes and/or increased costs for completion of our projects and tenant build-outs, which could delay the commencement of rent payments under new leases. Similarly, if our tenants experience significant disruptions in supply chains supporting their own products, staffing issues due to labor shortages, or are otherwise impacted by worsening economic conditions, their ability to pay rent may be adversely affected. We continue to monitor these macroeconomic developments and are working with our tenants and our vendors to limit the overall impact to our business.

Current wording

Our comparable property growth is primarily driven by increases in rental rates on new leases and lease renewals, changes in portfolio occupancy, and the redevelopment of those assets. Over the long-term, the infill nature and strong demographics of our properties provide a strategic advantage allowing us to maintain relatively high occupancy and generally increase rental rates. We continue to experience strong demand for our commercial space as evidenced by the 2.1 million square feet of comparable retail space leasing we've completed in the last twelve months, and the 2.2% spread between our leased rate of 95.3% and our occupied rate of 93.1%. However, the effects of high levels of inflation and interest rates continue to negatively impact our business with the largest impacts being higher interest costs, increased material costs, and higher operating costs. We continue to see impacts of increased costs for certain construction and other materials that support our development and redevelopment activities. Worsening supply chain disruptions could also result in extended timeframes and/or increased costs for completion of our projects and tenant build-outs, which could delay the commencement of rent payments under new leases. Similarly, if our tenants experience significant disruptions in supply chains supporting their own products, staffing issues due to labor shortages, or are otherwise impacted by worsening economic conditions, their ability to pay rent may be adversely affected. We continue to monitor these macroeconomic developments and are working with our tenants and our vendors to limit the overall impact to our business.

Previous wording

•Phase IV at Pike & Rose is a 276,000 square foot office building (which includes 10,000 square feet of ground floor retail space). Approximately 201,000 square feet of the office space is leased, and all of the retail space is leased. The building is expected to cost between $185 million and $200 million, and began delivering in late September 2023. As of March 31, 2024, approximately 161,000 square feet of office space is open.

Current wording

•Phase IV at Pike & Rose is a 276,000 square foot office building (which includes 10,000 square feet of ground floor retail space). Approximately 201,000 square feet of the office space is leased, and all of the retail space is leased. The building is expected to cost between $185 million and $200 million, and began delivering in late September 2023. As of June 30, 2024, approximately 164,000 square feet of office space and 5,000 square feet of retail space is open.

Previous wording

•Construction on Santana West includes an eight story 369,000 square foot office building, which is expected to cost between $315 million and $330 million. Approximately 170,000 square feet of space is leased as of March 31, 2024.

Current wording

•Construction on Santana West includes an eight story 369,000 square foot office building, which is expected to cost between $315 million and $330 million. Approximately 170,000 square feet of space is leased, of which 29,000 square feet of space is open as of June 30, 2024.

Previous wording

•Throughout the portfolio, we currently have redevelopment projects underway with a projected total cost of approximately $324 million that we expect to stabilize over the next several years.

Current wording

•Throughout the portfolio, we currently have redevelopment projects underway with a projected total cost of approximately $307 million that we expect to stabilize over the next several years.

Previous wording

At March 31, 2024, the leasable commercial square feet in our properties was 94.3% leased and 92.0% occupied. The leased rate is higher than the occupied rate due to leased spaces that are being redeveloped or improved or that are awaiting permits and, therefore, are not yet ready to be occupied. Our occupancy and leased rates are subject to variability over time due to factors including acquisitions, the timing of the start and stabilization of our redevelopment projects, lease expirations and tenant closings and bankruptcies.

Current wording

At June 30, 2024, the leasable commercial square feet in our properties was 95.3% leased and 93.1% occupied. The leased rate is higher than the occupied rate due to leased spaces that are being redeveloped or improved or that are awaiting permits and, therefore, are not yet ready to be occupied. Our occupancy and leased rates are subject to variability over time due to factors including acquisitions, the timing of the start and stabilization of our redevelopment projects, lease expirations and tenant closings and bankruptcies.

Previous wording

For the first quarter of 2024, we signed retail leases for a total of 587,000 square feet of retail space including 567,000 square feet of comparable space leases (leases for which there was a prior tenant) at an average rental increase of 9% on a cash basis. New leases for comparable spaces were signed for 222,000 square feet, with an average rental increase of 20% on a cash basis. Renewals for comparable spaces were signed for 344,000 square feet at a 3% average rental increase on a cash basis. Tenant improvements and incentives for comparable spaces were $28.05 per square foot, of which $64.36 per square foot was for new leases and $4.61 per square foot was for renewals for the three months ended March 31, 2024.

Current wording

For the second quarter of 2024, we signed retail leases for a total of 601,000 square feet of retail space including 594,000 square feet of comparable space leases (leases for which there was a prior tenant) at an average rental increase of 10% on a cash basis. New leases for comparable spaces were signed for 313,000 square feet, with an average rental increase of 12% on a cash basis. Renewals for comparable spaces were signed for 281,000 square feet at a 8% average rental increase on a cash basis. Tenant improvements and incentives for comparable spaces were $25.31 per square foot, of which $45.35 per square foot was for new leases and $2.97 per square foot was for renewals for the three months ended June 30, 2024.

Previous wording

Historically, we have executed comparable space leases for 1.4 to 2.0 million square feet of retail space each year and expect the volume in 2024 will be in line with these historical averages. Although we expect overall positive increases in annual rent for comparable spaces, changes in annual rent for any individual lease or combinations of individual leases reported in any particular period may be positive or negative and we can provide no assurance that the annual rents on comparable space leases will continue to increase at historical levels, if at all. A decline in current economic conditions could adversely impact our volume of leasing activity and the amount of rent we are able to charge to new or renewing tenants.

Current wording

In the past five years, we have executed comparable space leases for 1.6 to 2.1 million square feet of retail space each year and expect the volume in 2024 will be in line with these historical averages. Although we expect overall positive increases in annual rent for comparable spaces, changes in annual rent for any individual lease or combinations of individual leases reported in any particular period may be positive or negative and we can provide no assurance that the annual rents on comparable space leases will continue to increase at historical levels, if at all. A decline in current economic conditions could adversely impact our volume of leasing activity and the amount of rent we are able to charge to new or renewing tenants.

Previous wording

Throughout this section, we have provided certain information on a “comparable property” basis. Information provided on a comparable property basis includes the results of properties that we owned and operated for the entirety of both periods being compared except for properties that are currently under development or are being repositioned for significant redevelopment and investment. For the three months ended March 31, 2024, all or a portion of 97 properties, were considered comparable properties and seven properties were considered non-comparable properties. For the three months ended March 31, 2024, one property and two portions of properties were moved from non-comparable properties to comparable properties and two properties and one portion of a property were moved from acquisitions to comparable properties; all compared to the designations as of December 31, 2023. While there is judgment surrounding changes in designations, we typically move non-comparable properties to comparable properties once they have stabilized, which is typically considered 90% physical occupancy or when the growth expected from the redevelopment has been included in the comparable periods. We typically remove properties from comparable properties when the repositioning of the asset has commenced and has or is expected to have a significant impact on property operating income within the calendar year. Acquisitions are moved to comparable properties once we have owned the property for the entirety of comparable periods and the property is not under development or being repositioned for significant redevelopment and investment.

Current wording

Throughout this section, we have provided certain information on a “comparable property” basis. Information provided on a comparable property basis includes the results of properties that we owned and operated for the entirety of both periods being compared except for properties that are currently under development or are being repositioned for significant redevelopment and investment. For the three and six months ended June 30, 2024, all or a portion of 96 properties were considered comparable properties and seven properties were considered non-comparable properties. For the six months ended June 30, 2024, one property and two portions of properties were moved from non-comparable properties to comparable properties, two properties and one portion of a property were moved from acquisitions to comparable properties, and one property was removed from comparable properties, as it was sold; all compared to the designations as of December 31, 2023. While there is judgment surrounding changes in designations, we typically move non-comparable properties to comparable properties once they have stabilized, which is typically considered 90% physical occupancy or when the growth expected from the redevelopment has been included in the comparable periods. We typically remove properties from comparable properties when the repositioning of the asset has commenced and has or is expected to have a significant impact on property operating income within the calendar year. Acquisitions are moved to comparable properties once we have owned the property for the entirety of comparable periods and the property is not under development or being repositioned for significant redevelopment and investment.

Previous wording

Total property revenue increased $18.3 million, or 6.7%, to $291.3 million in the three months ended March 31, 2024 compared to $273.1 million in the three months ended March 31, 2023. The percentage occupied at our shopping centers was 92.0% and 92.6% at March 31, 2024 and 2023, respectively. Changes in the components of property revenue are discussed below.

Current wording

Total property revenue increased $15.4 million, or 5.5%, to $296.1 million in the three months ended June 30, 2024 compared to $280.7 million in the three months ended June 30, 2023. The percentage occupied at our shopping centers was 93.1% and 92.8% at June 30, 2024 and 2023, respectively. Changes in the components of property revenue are discussed below.

Previous wording

Rental income consists primarily of minimum rent, cost reimbursements from tenants and percentage rent, and is net of collectibility related adjustments. Rental income increased $18.2 million, or 6.7%, to $291.0 million in the three months ended March 31, 2024 compared to $272.8 million in the three months ended March 31, 2023 due primarily to the following:

Current wording

Rental income consists primarily of minimum rent, cost reimbursements from tenants and percentage rent, and is net of collectibility related adjustments. Rental income increased $15.4 million, or 5.5%, to $295.8 million in the three months ended June 30, 2024 compared to $280.4 million in the three months ended June 30, 2023 due primarily to the following:

Previous wording

•an increase of $3.9 million from non-comparable properties primarily driven by occupancy increases at Pike & Rose Phase IV, Darien Commons, and Huntington Shopping Center, and

Current wording

•an increase of $4.4 million from non-comparable properties primarily driven by occupancy increases at Pike & Rose Phase IV, Darien Commons, and Huntington Shopping Center,

Previous wording

•an increase of $3.0 million from Escondido Promenade, which was reconsolidated in the second quarter of 2023 after we gained control of the property (see our Annual Report on Form 10-K for the year ended December 31, 2023 for additional information).

Current wording

•an increase of $1.9 million from Escondido Promenade, which was reconsolidated in the second quarter of 2023 after we gained control of the property (see our Annual Report on Form 10-K for the year ended December 31, 2023 for additional information), and

Previous wording

Total property expenses increased $7.9 million, or 9.1%, to $95.7 million in the three months ended March 31, 2024 compared to $87.8 million in the three months ended March 31, 2023. Changes in the components of property expenses are discussed below.

Current wording

Total property expenses increased $6.2 million, or 7.0%, to $94.2 million in the three months ended June 30, 2024 compared to $88.0 million in the three months ended June 30, 2023. Changes in the components of property expenses are discussed below.

Previous wording

As a result of the changes in rental income and rental expenses as discussed above, rental expenses as a percentage of rental income increased to 21.2% in the three months ended March 31, 2024 from 20.2% in the three months ended March 31, 2023.

Current wording

As a result of the changes in rental income and rental expenses as discussed above, rental expenses as a percentage of rental income increased to 19.9% in the three months ended June 30, 2024 from 19.8% in the three months ended June 30, 2023.

Previous wording

Real estate tax expense increased $1.5 million, or 4.6%, to $34.1 million in the three months ended March 31, 2024 compared to $32.6 million in the three months ended March 31, 2023. This increase is primarily due to an increase of $0.9 million from comparable properties primarily due to higher assessments and an increase of $0.4 million from non-comparable properties due primarily to openings at Darien Commons, Pike & Rose Phase IV, and Huntington Shopping Center.

Current wording

•an increase of $0.5 million from non-comparable properties due primarily to openings at Darien Commons, Pike & Rose Phase IV, and Huntington Shopping Center, and

Previous wording

Property operating income increased $10.3 million, or 5.6%, to $195.6 million in the three months ended March 31, 2024 compared to $185.3 million in the three months ended March 31, 2023. This increase is primarily driven by higher rental rates, 2023 openings at our non-comparable properties, and the reconsolidation of Escondido Promenade during the second quarter of 2023, partially offset by an increase in collectibility related adjustments.

Current wording

Property operating income increased $9.2 million, or 4.8%, to $201.9 million in the three months ended June 30, 2024 compared to $192.7 million in the three months ended June 30, 2023. This increase is primarily driven by higher rental rates, 2023 and 2024 openings at our non-comparable properties, the reconsolidation of Escondido Promenade during the second quarter of 2023, and our 2024 acquisition, partially offset by property sales.

Previous wording

Depreciation and amortization expense increased $4.8 million, or 6.1%, to $83.4 million in the three months ended March 31, 2024 from $78.6 million in the three months ended March 31, 2023. This increase is due primarily to the reconsolidation of Escondido Promenade during the second quarter of 2023, our investment in comparable properties, the opening of Pike & Rose Phase IV, and placing redevelopment properties into service.

Current wording

Depreciation and amortization expense increased $6.1 million, or 7.7%, to $85.0 million in the three months ended June 30, 2024 compared to $79.0 million in the three months ended June 30, 2023. This increase is due primarily to our investment in comparable properties, the reconsolidation of Escondido Promenade during the second quarter of 2023, our 2024 acquisition, the opening of Pike & Rose Phase IV, and placing redevelopment properties into service.

Previous wording

•a decrease of $0.1 million in capitalized interest.

Current wording

•a decrease of $0.6 million in capitalized interest,

Previous wording

Gross interest costs were $49.0 million and $44.6 million in the three months ended March 31, 2024 and 2023, respectively. Capitalized interest was $5.3 million and $5.4 million for the three months ended March 31, 2024 and 2023, respectively.

Current wording

Gross interest costs were $49.5 million and $48.6 million in the three months ended June 30, 2024 and 2023, respectively. Capitalized interest was $5.2 million and $5.8 million for the three months ended June 30, 2024 and 2023, respectively.

Previous wording

•an increase of $11.0 million from comparable properties primarily related to higher rental rates of approximately $6.8 million and a $5.1 million increase in recoveries from tenants on higher expenses, partially offset by a $1.5 million increase in collectibility related adjustments and a $0.7 million decrease in lease termination fee income,

Current wording

•an increase of $19.1 million from comparable properties primarily related to higher rental rates of approximately $11.9 million, and an $8.5 million increase in recoveries from tenants on higher expenses, partially offset by a $1.6 million increase in collectibility related adjustments and a $1.0 million decrease in lease termination fee income,

Previous wording

•an increase of $4.7 million from comparable properties due primarily to higher snow removal costs, higher repairs and maintenance costs and other operating costs driven by inflationary impacts, and higher insurance costs,

Current wording

•an increase of $6.8 million from comparable properties due primarily to higher snow removal costs, higher repairs and maintenance costs and other operating costs driven by inflationary impacts, higher insurance costs and an increase in management fees on higher revenues,

Previous wording

•an increase of $0.9 million from non-comparable properties due primarily to openings at Pike & Rose Phase IV, Darien Commons, and Huntington Shopping Center, and

Current wording

•an increase of $0.9 million from non-comparable properties due primarily to openings at Darien Commons, Pike & Rose Phase IV, and Huntington Shopping Center,

Previous wording

The $1.7 million gain on sale of real estate for the three months ended March 31, 2023 is due to the sale of one retail

Current wording

The $52.3 million gain on sale of real estate for the six months ended June 30, 2024 is due primarily to the sale of Third Street Promenade for a sales price of $103.0 million .

Previous wording

•an increase of $3.6 million due to a higher overall weighted average borrowing rate,

Current wording

•an increase of $4.2 million due to a higher overall weighted average borrowing rate,

Previous wording

•an increase of $0.8 million due to higher weighted average borrowings, and

Current wording

•an increase of $1.0 million due to higher weighted average borrowings, and

Previous wording

Due to the nature of our business and strategy, we typically generate significant amounts of cash from operations which is largely paid to our common and preferred shareholders in the form of dividends because as a REIT, the Trust is generally required to make annual distributions to shareholders of at least 90% of our taxable income (cash dividends paid in the three months ended March 31, 2024 were approximately $92.3 million). Remaining cash flow from operations after regular debt service requirements (including debt service relating to additional or replacement debt, as well as scheduled debt maturities) and dividend payments is used to fund recurring and non-recurring capital projects (such as tenant improvements and redevelopments). We maintain an unsecured $1.25 billion revolving credit facility to fund short term cash flow needs and also look to the public and private debt and equity markets, joint venture relationships, and property dispositions to fund capital expenditures on a long-term basis.

Current wording

Due to the nature of our business and strategy, we typically generate significant amounts of cash from operations which is largely paid to our common and preferred shareholders in the form of dividends because as a REIT, the Trust is generally required to make annual distributions to shareholders of at least 90% of our taxable income (cash dividends paid in the six months ended June 30, 2024 were approximately $184.7 million). Remaining cash flow from operations after regular debt service requirements (including debt service relating to additional or replacement debt, as well as scheduled debt maturities) and dividend payments is used to fund recurring and non-recurring capital projects (such as tenant improvements and redevelopments). We maintain an unsecured $1.25 billion revolving credit facility to fund short term cash flow needs and also look to the public and private debt and equity markets, joint venture relationships, and property dispositions to fund capital expenditures on a long-term basis.

Previous wording

As of March 31, 2024, we had cash and cash equivalents of $95.9 million and $12.5 million outstanding on our $1.25 billion revolving credit facility. For the three months ended March 31, 2024, the weighted average amount of borrowings outstanding on our revolving credit facility was $1.9 million, and the weighted average interest rate, before amortization of debt fees, was 6.2%. We also have the capacity to issue up to $500.0 million in common shares under our ATM equity program.

Current wording

As of June 30, 2024, we had cash and cash equivalents of $103.2 million and $81.8 million outstanding on our $1.25 billion revolving credit facility. For the six months ended June 30, 2024, the weighted average amount of borrowings outstanding on our revolving credit facility was $30.3 million, and the weighted average interest rate, before amortization of debt fees, was 6.2%. We also have the capacity to issue up to $427.0 million in common shares under our ATM equity program.

Previous wording

Our overall capital requirements for the remainder of 2024 will be impacted by the overall economic environment including impacts of inflation and higher interest rates, as well as acquisition opportunities and the level and general timing of our redevelopment and development activities. We currently have development and redevelopment projects in various stages of constructions with remaining costs of $229 million. We expect to incur the majority of these costs in the next two years. We expect overall capital costs to be at levels slightly reduced from 2023 as we complete current redevelopment projects, prepare vacant space for new tenants, and complete the current phase and start on the next phase of our larger mixed use development projects.

Current wording

Our overall capital requirements for the remainder of 2024 will be impacted by the overall economic environment including impacts of inflation and higher interest rates, as well as acquisition opportunities and the level and general timing of our redevelopment and development activities. We currently have development and redevelopment projects in various stages of constructions with remaining costs of $207 million. We expect to incur the majority of these costs in the next two years. We expect overall capital costs to be at levels slightly reduced from 2023 as we complete current redevelopment projects, prepare vacant space for new tenants, and complete the current phase and start on the next phase of our larger mixed use development projects.

Previous wording

Net cash provided by operating activities decreased $1.8 million to $141.2 million during the three months ended March 31, 2024 from $143.0 million during the three months ended March 31, 2023. The decrease was primarily due to the timing of cash receipts related to prepaid rent, partially offset by the timing of payments relating to accounts payable and accrued expenses, and higher net income after adjusting for non-cash items and gain on sale of real estate.

Current wording

Net cash provided by operating activities increased $18.6 million to $310.9 million during the six months ended June 30, 2024 from $292.3 million during the six months ended June 30, 2023. The increase was primarily due to higher net income after adjusting for non-cash items and gain on sale of real estate, and higher collections related to year end recovery billings, partially offset by the timing of cash receipts related to prepaid rent.

Previous wording

Net cash used in investing activities decreased $33.9 million to $66.9 million during the three months ended March 31, 2024 from $100.8 million during the three months ended March 31, 2023. The decrease was primarily attributable to:

Current wording

Net cash used in investing activities increased $48.4 million to $252.6 million during the six months ended June 30, 2024 from $204.2 million during the six months ended June 30, 2023. The increase was primarily attributable to:

Previous wording

•a $35.3 million decrease in acquisition of real estate due to the January 2023 Huntington Square acquisition, and

Current wording

•a $154.3 million increase in acquisition of real estate due to the May 2024 acquisition of the fee interest in Virginia Gateway (see Note 3 to the consolidated financial statements for additional information), as compared to the January 2023 Huntington Square acquisition and the acquisition of our partner's 22.3% TIC interest in Escondido Promenade in May 2023,

Previous wording

•a $12.8 million decrease in capital expenditures,

Current wording

•a $31.5 million decrease in capital expenditures.

Previous wording

Net cash used in financing activities increased $198.1 million to $229.4 million during the three months ended March 31, 2024 from $31.3 million during the three months ended March 31, 2023. The increase was primarily attributable to:

Current wording

Net cash used in financing activities increased $122.8 million to $204.4 million during the six months ended June 30, 2024 from $81.7 million during the six months ended June 30, 2023. The increase was primarily attributable to:

Previous wording

•$600.0 million from the January 2024 repayment of our $600.0 million 3.95% senior unsecured notes at maturity,

Current wording

•a $325.0 million increase in repayment of senior notes primarily due to the January 2024 repayment of our $600.0 million 3.95% senior unsecured notes at maturity, as compared to the June 2023 repayment of our $275.0 million 2.75% senior unsecured notes,