What changed in this filing

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Item 1. Financial Statements

2021-05-03 compared with 2020-11-04 · 166 added, 360 removed, 648 unchanged (45% of the section changed)

4 unchanged sentences

(Unaudited, in thousands, except share information)

September 30,

2021 December 31,

18 unchanged sentences

12,389 18,014

49,521 50,802

Total assets $ 8,295,086 $ 8,342,147

22 unchanged sentences

(Unaudited, in thousands, except per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

Three Months Ended March 31,

Rental income $ 276,461 $ 280,402

27 unchanged sentences

(Unaudited, in thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

Three Months Ended March 31,

Net income $ 52,371 $ 59,781

11 unchanged sentences

Comprehensive

Income (Loss)

Distributions in Excess of Net Income Total

Beginning balance, January 1, 2020 297,857 $ 2,979 $ 3,230,625 $ ( 9,543 ) $ ( 480,204 ) $ 2,743,857

ASC 842 cumulative adjustment — — — — ( 1,974 ) ( 1,974 )

Common stock dividends ($ 0.285 per common share)

7 unchanged sentences

Ending balance, March 31, 2020 296,449 $ 2,964 $ 3,205,072 $ ( 33,242 ) $ ( 505,441 ) $ 2,669,353

Common stock dividends ($ 0.28 per common share)

— — — — ( 83,827 ) ( 83,827 )

Equity based compensation expense — — 3,353 — — 3,353

Other comprehensive loss — — — ( 13,935 ) — ( 13,935 )

Issuance of common stock and OP Units 34 — — — — —

Repurchases of common stock ( 175 ) ( 2 ) ( 2,975 ) — — ( 2,977 )

Share-based awards retained for taxes — — ( 164 ) — — ( 164 )

Net income — — — — 68,960 68,960

Ending balance, June 30, 2019 297,846 2,978 3,223,058 ( 7,887 ) ( 453,968 ) 2,764,181

Common stock dividends ($ 0.28 per common share)

— — — — ( 83,825 ) ( 83,825 )

Equity based compensation expense — — 3,473 — — 3,473

Other comprehensive loss — — — ( 5,320 ) — ( 5,320 )

Net income — — — — 80,854 80,854

Ending balance, September 30, 2019 297,846 $ 2,978 $ 3,226,531 $ ( 13,207 ) $ ( 456,939 ) $ 2,759,363

Beginning balance, January 1, 2021 296,494 $ 2,965 $ 3,213,990 $ ( 28,058 ) $ ( 508,196 ) $ 2,680,701

2 unchanged sentences

Equity based compensation expense — — 2,792 — — 2,792

Other comprehensive loss — — — ( 23,699 ) — ( 23,699 )

Issuance of common stock and OP Units 242 2 — — — 2

Repurchases of common stock ( 1,650 ) ( 17 ) ( 24,990 ) — — ( 25,007 )

Share-based awards retained for taxes — — ( 3,405 ) — — ( 3,405 )

Net income — — — — 59,781 59,781

Ending balance, March 31, 2020 296,449 2,964 3,205,072 ( 33,242 ) ( 505,441 ) 2,669,353

Common stock dividends — — — — ( 3 ) ( 3 )

Equity based compensation expense — — 2,162 — — 2,162

Other comprehensive loss — — — ( 819 ) — ( 819 )

Issuance of common stock and OP Units 32 1 — — — 1

Share-based awards retained for taxes — — ( 118 ) — — ( 118 )

Net income — — — — 9,044 9,044

Ending balance, June 30, 2020 296,481 2,965 3,207,116 ( 34,061 ) ( 496,400 ) 2,679,620

Equity based compensation expense — — 3,468 — — 3,468

Other comprehensive income — — — 5,572 — 5,572

2 unchanged sentences

Net income — — — — 52,371 52,371

Ending balance, September 30, 2020 296,482 $ 2,965 $ 3,210,579 $ ( 31,197 ) $ ( 468,456 ) $ 2,713,891

Ending balance, March 31, 2021 296,946 $ 2,969 $ 3,211,665 $ ( 22,486 ) $ ( 520,945 ) $ 2,671,203

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3 unchanged sentences

(Unaudited, in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating activities:

2 unchanged sentences

Depreciation and amortization 83,420 83,017

(Accretion) amortization of debt premium and discount, net ( 424 ) 1,053

Accretion of debt premium and discount, net ( 725 ) ( 79 )

Deferred financing cost amortization 1,881 1,763

23 unchanged sentences

Proceeds from unsecured notes 349,360 —

Repayment of borrowings under unsecured term loans and notes ( 183,151 ) ( 500,000 )

Repayment of borrowings under unsecured term loans ( 350,000 ) —

Deferred financing and debt extinguishment costs ( 3,088 ) ( 404 )

17 unchanged sentences

(Unaudited, in thousands, except unit information)

September 30,

2021 December 31,

18 unchanged sentences

12,389 18,014

49,521 50,802

Total assets $ 8,285,072 $ 8,332,133

16 unchanged sentences

(Unaudited, in thousands, except per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

Three Months Ended March 31,

Rental income $ 276,461 $ 280,402

26 unchanged sentences

(Unaudited, in thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

Three Months Ended March 31,

Net income $ 52,371 $ 59,781

10 unchanged sentences

Comprehensive

Income (Loss)

Beginning balance, January 1, 2020 $ 2,753,385 $ ( 9,544 ) $ 2,743,841

ASC 842 cumulative adjustment ( 1,974 ) — ( 1,974 )

Distributions to partners ( 85,017 ) — ( 85,017 )

6 unchanged sentences

Ending balance, March 31, 2020 $ 2,702,581 $ ( 33,243 ) $ 2,669,338

Distributions to partners ( 83,597 ) — ( 83,597 )

Equity based compensation expense 3,353 — 3,353

Other comprehensive loss — ( 13,936 ) ( 13,936 )

Issuance of OP Units — — —

Repurchases of OP Units ( 2,977 ) — ( 2,977 )

Share-based awards retained for taxes ( 164 ) — ( 164 )

Net income 68,960 — 68,960

Ending balance, June 30, 2019 2,771,817 ( 7,878 ) 2,763,939

Distributions to partners ( 83,823 ) — ( 83,823 )

Equity based compensation expense 3,473 — 3,473

Other comprehensive loss — ( 5,321 ) ( 5,321 )

Net income 80,854 — 80,854

Ending balance, September 30, 2019 $ 2,772,321 $ ( 13,199 ) $ 2,759,122

Beginning balance, January 1, 2021 $ 2,698,746 $ ( 28,059 ) $ 2,670,687

1 unchanged sentence

Equity based compensation expense 2,792 — 2,792

Other comprehensive loss — ( 23,699 ) ( 23,699 )

Issuance of OP Units 2 — 2

Repurchases of OP Units ( 25,007 ) — ( 25,007 )

Share-based awards retained for taxes ( 3,405 ) — ( 3,405 )

Net income 59,781 — 59,781

Ending balance, March 31, 2020 2,702,581 ( 33,243 ) 2,669,338

Distributions to partners ( 10,002 ) — ( 10,002 )

Equity based compensation expense 2,162 — 2,162

Other comprehensive loss — ( 819 ) ( 819 )

Issuance of OP Units 1 — 1

Share-based awards retained for taxes ( 118 ) — ( 118 )

Net income 9,044 — 9,044

Ending balance, June 30, 2020 2,703,668 ( 34,062 ) 2,669,606

Equity based compensation expense 3,468 — 3,468

Other comprehensive income — 5,572 5,572

Issuance of OP Units — — —

Share-based awards retained for taxes ( 5,113 ) — ( 5,113 )

Net income 52,371 — 52,371

Ending balance, September 30, 2020 $ 2,735,075 $ ( 31,198 ) $ 2,703,877

Ending balance, March 31, 2021 $ 2,683,676 $ ( 22,487 ) $ 2,661,189

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2 unchanged sentences

(Unaudited, in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating activities:

2 unchanged sentences

Depreciation and amortization 83,420 83,017

(Accretion) amortization of debt premium and discount, net ( 424 ) 1,053

Accretion of debt premium and discount, net ( 725 ) ( 79 )

Deferred financing cost amortization 1,881 1,763

23 unchanged sentences

Proceeds from unsecured notes 349,360 —

Repayment of borrowings under unsecured term loans and notes ( 183,151 ) ( 500,000 )

Repayment of borrowings under unsecured term loans ( 350,000 ) —

Deferred financing and debt extinguishment costs ( 3,088 ) ( 404 )

19 unchanged sentences

Brixmor Property Group Inc.

and subsidiaries (collectively, the “Parent Company” or “BPG”) is an internally-managed real estate investment trust (“REIT”).

and subsidiaries (collectively, the “Parent Company”) is an internally-managed real estate investment trust (“REIT”).

Brixmor Operating Partnership LP and subsidiaries (collectively, the “Operating Partnership”) is the entity through which the Parent Company conducts substantially all of its operations and owns substantially all of its assets.

1 unchanged sentence

(“BPG Sub”), which, in turn, is the sole member of Brixmor OP GP LLC (the “General Partner”), the sole general partner of the Operating Partnership.

The Parent Company engages in the ownership, management, leasing, acquisition, disposition and redevelopment of retail shopping centers through the Operating Partnership, and has no other material assets or liabilities other than through its investment in the Operating Partnership.

The Parent Company engages in the ownership, management, leasing, acquisition, disposition and redevelopment of retail shopping centers through the Operating Partnership, and has no other substantial assets or liabilities other than through its investment in the Operating Partnership.

The Parent Company, the Operating Partnership and their controlled subsidiaries on a consolidated basis (collectively, the “Company” or “Brixmor”) believes it owns and operates one of the largest open-air retail portfolios by gross leasable area (“GLA”) in the United States (“U.S.”), comprised primarily of community and neighborhood shopping centers.

As of September 30, 2020, the Company’s portfolio was comprised of 395 shopping centers (the “Portfolio”) totaling approximately 69 million square feet of GLA.

As of March 31, 2021, the Company’s portfolio was comprised of 389 shopping centers (the “Portfolio”) totaling approximately 68 million square feet of GLA.

The Company’s high-quality national Portfolio is primarily located within established trade areas in the top 50 Metropolitan Statistical Areas in the U.S., and its shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers.

11 unchanged sentences

All intercompany transactions have been eliminated.

Revenue Recognition and Receivables

The Company enters into agreements with tenants which convey the right to control the use of identified space at its shopping centers in exchange for rental revenue.

These agreements meet the criteria for recognition as leases under Accounting Standards Codification (“ASC”) 842, Leases .

Rental revenue is recognized on a straight-line basis over the terms of the related leases.

The cumulative difference between rental revenue recognized on the Company’s unaudited Condensed Consolidated Statements of Operations and contractual payment terms is recognized as deferred rent and included in Receivables, net on the accompanying unaudited Condensed Consolidated Balance Sheets.

The Company commences recognizing rental revenue based on the date it makes the underlying asset available for use by the tenant.

Leases also typically provide for the reimbursement of property operating expenses, including common area expenses, utilities, insurance and real estate taxes by the lessee and are recognized in the period the applicable expenditures are incurred.

The Company periodically evaluates the collectability of its receivables related to rental revenue, straight-line rent, expense reimbursements and those attributable to other revenue generating activities.

The Company analyzes individual tenant receivables and considers tenant credit-worthiness, the length of time a receivable has been outstanding, and current economic trends when evaluating collectability.

Any receivables that are deemed to be uncollectible are recognized as a reduction to Rental income on the Company’s unaudited Condensed Consolidated Statements of Operations.

The Company has made certain elections regarding the treatment of rent deferrals and abatements resulting from COVID-19.

See Note 9 for additional information regarding the treatment and impact of COVID-19 rent deferrals and abatements on the Company’s unaudited Condensed Consolidated Financial Statements.

Brixmor Property Group Inc.

1 unchanged sentence

To qualify as a REIT, Brixmor Property Group Inc.

must meet several organizational and operational requirements, including a requirement that it currently distribute to its stockholders at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains.

must meet several organizational and operational requirements, including a requirement that it distribute at least 90% of its REIT taxable income, determined before the deduction for dividends paid and excluding net capital gains, to its stockholders on an annual basis.

Management intends to satisfy these requirements and maintain Brixmor Property Group Inc.’s REIT status.

19 unchanged sentences

A TRS is subject to U.S.

federal and state income taxes at regular corporate rates.

federal, state and local income taxes at regular corporate rates.

Income taxes related to Brixmor Property Group Inc.’s TRSs do not materially impact the unaudited Condensed Consolidated Financial Statements of the Company.

The Company has considered the tax positions taken for the open tax years and has concluded that no provision for income taxes related to uncertain tax positions is required in the Company’s unaudited Condensed Consolidated Financial Statements as of September 30, 2020 and December 31, 2019.

Open tax years generally range from 2017 through 2020 but may vary by jurisdiction and issue.

1 unchanged sentence

New Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326).

ASU 2016-13 was subsequently amended by ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses.

ASU 2016-13 amends guidance to replace the prior “incurred loss” methodology of recognizing credit losses on financial instruments with a methodology that reflects expected credit losses and requires consideration of a broader range of information.

Any unrealized loss on the Company’s financial instruments must be assessed to determine the portion, if any, that is attributable to credit loss and the portion that is due to other factors, such as changes in market interest rates.

“Credit loss” refers to any portion of the carrying amount that the Company does not expect to collect over a financial instrument’s contractual life.

The Company considers current market conditions and reasonable forecasts of future market conditions to estimate expected credit losses over the life of the financial instrument.

Any portion of

unrealized losses due to credit loss is recognized through net income and reported in equity as a component of distributions in excess of net income.

The portion of unrealized losses due to other factors continues to be recognized through other comprehensive income and reported in accumulated other comprehensive income.

In addition, ASU 2018-19 clarifies that receivables arising from operating leases are not within the scope of ASC 326-20.

Instead, impairment of receivables arising from operating leases should be accounted for in accordance with ASC 842.

The standard became effective for the Company on January 1, 2020.

The Company determined that these changes did not have a material impact on the unaudited Condensed Consolidated Financial Statements of the Company.

In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815).

ASU 2018-16 was subsequently amended by ASU 2020-04, Reference Rate Reform (Topic 848).

In October 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-16, Derivatives and Hedging (Topic 815).

ASU 2018-16 was subsequently amended by ASU 2020-04, Reference Rate Reform (Topic 848) and ASU 2021-01, Reference Rate Reform (Topic 848).

ASU 2018-16 amends guidance to permit the use of the Overnight Index Swap (“OIS”) rate based on the Secured Overnight Financing Rate (“SOFR”) as a U.S.

benchmark interest rate for hedge accounting purposes under ASC 815, Derivatives and Hedging .

benchmark interest rate for hedge accounting purposes under Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging .

The standard became effective for the Company on January 1, 2019 and a prospective transition approach was required.

The Company determined that the adoption of ASU 2018-16 did not have a material impact on the unaudited Condensed Consolidated Financial Statements of the Company.

ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts.

The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur.

ASU 2020-04 and ASU 2021-01 contain practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts.

The guidance in ASU 2020-04 and ASU 2021-01 is optional and may be elected over time as reference rate reform activities occur.

The Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives.

1 unchanged sentence

The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) .

ASU 2018-13 amends certain disclosure requirements regarding the fair value hierarchy of investments in accordance with GAAP, particularly the significant unobservable inputs used to value investments within Level 3 of the fair value hierarchy.

The standard became effective for the Company on January 1, 2020.

The Company determined that these changes did not have a material impact on the unaudited Condensed Consolidated Financial Statements of the Company.

Any other recently issued accounting standards or pronouncements not disclosed above have been excluded as they either are not relevant to the Company, or they are not expected to have a material effect on the unaudited Condensed Consolidated Financial Statements of the Company.

Acquisition of Real Estate

During the nine months ended September 30, 2020, the Company acquired the following assets:

Description (1)

Location Month Acquired GLA Aggregate Purchase Price (2)

Land adjacent to Shops at Palm Lakes Miami Gardens, FL Feb-20 N/A $ 2,020

Land adjacent to College Plaza Selden, NY Jul-20 N/A 1,405

(1) No debt was assumed related to the listed acquisitions.

(2) Aggregate purchase price includes $ 0.1 million of transaction costs.

During the nine months ended September 30, 2019, the Company acquired the following assets, in separate transactions:

During the three months ended March 31, 2021, the Company acquired the following assets, in separate transactions:

Description (1)

Location Month Acquired GLA Aggregate Purchase Price (2)

Land adjacent to Parmer Crossing Austin, TX Apr-19 N/A $ 2,197

Centennial Shopping Center Englewood, CO Apr-19 113,682 18,011

Plymouth Square Shopping Center (3)

Conshohocken, PA May-19 235,728 56,909

Leases at Baytown Shopping Center Baytown, TX Jun-19 N/A 2,517

Land at Ellisville Square (3)

Ellisville, MO Jan-21 N/A $ 2,014

Outparcel adjacent to Cobblestone Village St.

Augustine, FL Feb-21 5,040 1,520

Land associated with Westgate Plaza Westfield, MA Mar-21 N/A 245

5,040 $ 3,779

1 unchanged sentence

(2) Aggregate purchase price includes $ 0.2 million of transaction costs.

(3) GLA excludes square footage related to the anticipated relocation of the Company's regional office.

Total acquired GLA is 288,718 square feet.

The aggregate purchase price of the assets acquired during the nine months ended September 30, 2020 and 2019, respectively, has been allocated as follows:

Nine Months Ended September 30,

(3) The Company terminated a ground lease and acquired a land parcel.

During the three months ended March 31, 2020, the Company acquired the following asset:

Description (1)

Location Month Acquired GLA Aggregate Purchase Price (2)

Land adjacent to Shops at Palm Lakes Miami Gardens, FL Feb-20 N/A $ 2,020

(1) No debt was assumed related to the listed acquisition.

(2) Aggregate purchase price includes less than $ 0.1 million of transaction costs.

The aggregate purchase price of the assets acquired during the three months ended March 31, 2021 and 2020, respectively, has been allocated as follows:

Three Months Ended March 31,

Assets 2021 2020

1 unchanged sentence

Buildings 1,041 —

Building and tenant improvements — 5,832

Above-market leases (1)

In-place leases (2)

Total assets 3,425 84,644

Below-market leases (3)

Total liabilities — 5,010

Net assets acquired $ 3,425 $ 79,634

(1) The weighted average amortization period at the time of acquisition for above-market leases related to assets acquired during the nine months ended September 30, 2019 was 10.4 years.

(2) The weighted average amortization period at the time of acquisition for in-place leases related to assets acquired during the nine months ended September 30, 2019 was 8.8 years.

(3) The weighted average amortization period at the time of acquisition for below-market leases related to assets acquired during the nine months ended September 30, 2019 was 24.3 years.

Total assets acquired $ 3,779 $ 2,020

Dispositions and Assets Held for Sale

During the three months ended September 30, 2020, the Company disposed of three shopping centers, one partial shopping center and one land parcel for aggregate net proceeds of $ 36.2 million resulting in aggregate gain of $ 13.1 million and aggregate impairment of less than $ 0.1 million.

In addition, during the three months ended September 30, 2020, the Company received aggregate net proceeds of less than $ 0.1 million and resolved contingencies of $ 0.1 million from previously disposed assets resulting in aggregate gain of $ 0.1 million.

During the nine months ended September 30, 2020, the Company disposed of eight shopping centers, three partial shopping centers and one land parcel for aggregate net proceeds of $ 81.9 million resulting in aggregate gain of $ 21.3 million and aggregate impairment of $ 6.0 million.

In addition, during the nine months ended September 30, 2020, the Company received aggregate net proceeds of $ 1.0 million and resolved contingencies of $ 0.5 million from previously disposed assets resulting in aggregate gain of $ 1.5 million.

During the three months ended September 30, 2019, the Company disposed of 12 shopping centers and one partial shopping center for aggregate net proceeds of $ 144.6 million resulting in aggregate gain of $ 25.5 million and aggregate impairment of $ 8.2 million.

In addition, during the three months ended September 30, 2019, the Company received aggregate net proceeds of $ 0.1 million from previously disposed assets resulting in aggregate gain of $ 0.1 million.

During the nine months ended September 30, 2019, the Company disposed of 18 shopping centers and four partial shopping centers for aggregate net proceeds of $ 239.4 million resulting in aggregate gain of $ 46.0 million and aggregate impairment of $ 14.4 million.

In addition, during the nine months ended September 30, 2019,

the Company received aggregate net proceeds of $ 0.4 million from previously disposed assets resulting in aggregate gain of $ 0.3 million.

As of September 30, 2020, the Company did no t have any properties held for sale.

As of December 31, 2019, the Company had two properties and two partial properties held for sale.

During the three months ended March 31, 2021, the Company disposed of four shopping centers and four partial shopping centers for aggregate net proceeds of $ 31.8 million resulting in aggregate gain of $ 5.8 million and aggregate impairment of $ 1.5 million.

During the three months ended March 31, 2020, the Company disposed of three shopping centers and two partial shopping centers for aggregate net proceeds of $ 40.5 million resulting in aggregate gain of $ 7.5 million and aggregate impairment of less than $ 0.1 million.

In addition, during the three months ended March 31, 2020, the Company received aggregate net proceeds of $ 0.9 million and resolved contingencies of $ 0.5 million from previously disposed assets resulting in aggregate gain of $ 1.4 million.

As of March 31, 2021, the Company had one property and four partial properties held for sale.

As of December 31, 2020, the Company had two properties and one partial property held for sale.

The following table presents the assets and liabilities associated with the properties classified as held for sale:

Assets September 30, 2020 December 31, 2019

Assets March 31, 2021 December 31, 2020

Land $ 2,221 $ 5,447

7 unchanged sentences

(1) These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets.

There were no discontinued operations for the three and nine months ended September 30, 2020 and 2019 as none of the dispositions represented a strategic shift in the Company’s business that would qualify as discontinued operations.

There were no discontinued operations for the three months ended March 31, 2021 and 2020 as none of the dispositions represented a strategic shift in the Company’s business that would qualify as discontinued operations.

The Company’s components of Real estate, net consisted of the following:

September 30, 2020 December 31, 2019

March 31, 2021 December 31, 2020

Land $ 1,737,338 $ 1,740,263

8 unchanged sentences

Total $ 7,474,043 $ 7,504,113

(1) As of September 30, 2020 and December 31, 2019, Buildings and tenant improvements included accrued amounts, net of anticipated insurance proceeds, of $ 32.2 million and $ 46.9 million, respectively.

(2) As of September 30, 2020 and December 31, 2019, Lease intangibles consisted of $ 521.7 million and $ 554.9 million, respectively, of in-place leases and $ 57.7 million and $ 60.1 million, respectively, of above-market leases.

(1) As of March 31, 2021 and December 31, 2020, Buildings and tenant improvements included accrued amounts, net of anticipated insurance proceeds, of $ 37.9 million and $ 33.0 million, respectively.

(2) As of March 31, 2021 and December 31, 2020, Lease intangibles consisted of $ 502.1 million and $ 509.3 million, respectively, of in-place leases and $ 55.3 million and $ 57.2 million, respectively, of above-market leases.

These intangible assets are amortized over the term of each related lease.

(3) As of September 30, 2020 and December 31, 2019, Accumulated depreciation and amortization included $ 515.6 million and $ 533.1 million, respectively, of accumulated amortization related to Lease intangibles.

In addition, as of September 30, 2020 and December 31, 2019, the Company had intangible liabilities relating to below-market leases of $ 354.6 million and $ 372.1 million, respectively, and accumulated accretion of $ 263.7 million and $ 267.1 million, respectively.

(3) As of March 31, 2021 and December 31, 2020, Accumulated depreciation and amortization included $ 502.9 million and $ 507.7 million, respectively, of accumulated amortization related to Lease intangibles.

In addition, as of March 31, 2021 and December 31, 2020, the Company had intangible liabilities relating to below-market leases of $ 343.5 million and $ 345.7 million, respectively, and accumulated accretion of $ 262.0 million and $ 260.3 million, respectively.

These intangible liabilities are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets.

These intangible assets are accreted over the term of each related lease.

Below-market lease accretion income, net of above-market lease amortization for the three months ended September 30, 2020 and 2019 was $ 4.1 million and $ 4.5 million, respectively.

Below-market lease accretion income, net of above-market lease amortization for the nine months ended September 30, 2020 and 2019 was $ 12.4 million and $ 14.1 million, respectively.

Below-market lease accretion income, net of above-market lease amortization for the three months ended March 31, 2021 and 2020 was $ 2.9 million and $ 4.2 million, respectively.

These amounts are included in Rental income on the Company’s unaudited Condensed Consolidated Statements of Operations.

Amortization expense associated with in-place lease value for the three months ended September 30, 2020 and 2019 was $ 4.5 million and $ 6.7 million, respectively.

Amortization expense associated with in-place lease value for the nine months ended September 30, 2020 and 2019 was $ 14.8 million and

$ 19.5 million, respectively.

Amortization expense associated with in-place lease value for the three months ended March 31, 2021 and 2020 was $ 3.6 million and $ 5.5 million, respectively.

These amounts are included in Depreciation and amortization on the Company’s unaudited Condensed Consolidated Statements of Operations.

2 unchanged sentences

In-place lease amortization expense

2020 (remaining three months) $ ( 3,144 ) $ 3,946

2021 (remaining nine months) $ ( 8,254 ) $ 9,231

2022 ( 9,232 ) 8,954

2 unchanged sentences

2025 ( 6,333 ) 3,673

On a periodic basis, management assesses whether there are any indicators, including property operating performance, changes in anticipated hold period and general market conditions, including the impact of COVID-19, that the carrying value of the Company’s real estate assets (including any related intangible assets or liabilities) may be impaired.

Management periodically assesses whether there are any indicators, including property operating performance, changes in anticipated hold period and general market conditions, including the impact of the novel coronavirus (“COVID-19”), that the carrying value of the Company’s real estate assets (including any related intangible assets or liabilities) may be impaired.

If management determines that the carrying value of a real estate asset is impaired, a loss is recognized to reflect the estimated fair value.

The Company recognized the following impairments during the three months ended September 30, 2020:

Three Months Ended September 30, 2020

The Company recognized the following impairment during the three months ended March 31, 2021:

Three Months Ended March 31, 2021

Property Name (1)

Location GLA Impairment Charge

Northmall Centre Tucson, AZ 165,350 $ 5,721

Chamberlain Plaza (2)

Meriden, CT 54,302 25

Albany Plaza (2)

Albany, GA 114,169 $ 1,467

114,169 $ 1,467

(1) The Company recognized impairment charges based upon a change in the anticipated hold period of these properties and/or offers from third-party buyers in connection with the Company’s capital recycling program.

(2) The Company disposed of this property during the three months ended September 30, 2020.

The Company recognized the following impairments during the nine months ended September 30, 2020:

Nine Months Ended September 30, 2020

(1) The Company recognized an impairment charge based upon a change in the anticipated hold period of this property and offers from third-party buyers in connection with the Company’s capital recycling program.

(2) The Company disposed of this property during the three months ended March 31, 2021.

The Company recognized the following impairments during the three months ended March 31, 2020:

Three Months Ended March 31, 2020

Property Name (1)

Location GLA Impairment Charge

Northmall Centre Tucson, AZ 165,350 $ 5,721

Spring Mall Greenfield, WI 45,920 $ 4,584

30th Street Plaza (2)

Canton, OH 145,935 4,449

Chamberlain Plaza (2)

Meriden, CT 54,302 1,538

Parcel at Lakes Crossing (2)

1 unchanged sentence

50,910 $ 4,598

(1) The Company recognized impairment charges based upon a change in the anticipated hold period of these properties and/or offers from third-party buyers primarily in connection with the Company’s capital recycling program.

(2) The Company disposed of this property during the nine months ended September 30, 2020.

(3) This property was classified as held for sale as of December 31, 2019.

The Company recognized the following impairment during the three months ended September 30, 2019:

Three Months Ended September 30, 2019

Property Name (1)

Location GLA Impairment Charge

Parcel at Mansell Crossing (2)

Alpharetta, GA 51,615 $ 5,777

Glendale Galleria (2)

Glendale, AZ 119,525 2,197

Westview Center (2)

Hanover Park, IL 321,382 170

North Hills Village (2)

Haltom City, TX 43,299 26

535,821 $ 8,170

(2) The Company disposed of this property during the year ended December 31, 2019.

The Company recognized the following impairments during the nine months ended September 30, 2019:

Nine Months Ended September 30, 2019

Property Name (1)

Location GLA Impairment Charge

Westview Center (2)

Hanover Park, IL 321,382 $ 6,356

Parcel at Mansell Crossing (2)

Alpharetta, GA 51,615 5,777

Brice Park Reynoldsburg, OH 158,565 3,112

Glendale Galleria (2)

Glendale, AZ 119,525 2,197

North Hills Village (2)

Haltom City, TX 43,299 26

694,386 $ 17,468

(2) The Company disposed of this property during the year ended December 31, 2019.

(1) The Company recognized impairment charges based upon changes in the anticipated hold periods of these properties and/or offers from third-party buyers in connection with the Company’s capital recycling program.

(2) The Company disposed of this partial property during the year ended December 31, 2020.

The Company can provide no assurance that material impairment charges with respect to its Portfolio will not occur in future periods.

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The Company’s use of derivative instruments is intended to manage its exposure to interest rate movements and such instruments are not utilized for speculative purposes.

In certain situations, the Company may enter into derivative financial instruments such as interest rate swap and interest rate cap agreements that result in the receipt and/or payment of future known and uncertain cash amounts, the value of which are determined by interest rates.

In certain situations, the Company may enter into

derivative financial instruments such as interest rate swap and interest rate cap agreements that result in the receipt and/or payment of future known and uncertain cash amounts, the value of which are determined by interest rates.

Cash Flow Hedges of Interest Rate Risk

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The Company utilizes interest rate swaps to partially hedge the cash flows associated with variable LIBOR based debt.

During the nine months ended September 30, 2020 and year ended December 31, 2019, the Company did no t enter into any new interest rate swap agreements.

Detail on the Company’s interest rate derivatives designated as cash flow hedges outstanding as of September 30, 2020 and December 31, 2019 is as follows:

During the three months ended March 31, 2021 and year ended December 31, 2020, the Company did no t enter into any new interest rate swap agreements.

During the three months ended March 31, 2021, the Company paid $ 1.1 million to terminate interest rate swaps with a notional amount of $ 250.0 million.

Detail on the Company’s interest rate derivatives designated as cash flow hedges outstanding as of March 31, 2021 and December 31, 2020 is as follows:

Number of Instruments Notional Amount

September 30, 2020 December 31, 2019 September 30, 2020 December 31, 2019

March 31, 2021 December 31, 2020 March 31, 2021 December 31, 2020

Interest Rate Swaps 5 7 $ 550,000 $ 800,000

The Company has elected to present its interest rate derivatives on its unaudited Condensed Consolidated Balance Sheets on a gross basis as interest rate swap assets and interest rate swap liabilities.

Detail on the fair value of the

Company’s interest rate derivatives on a gross and net basis as of September 30, 2020 and December 31, 2019 is as follows:

Detail on the fair value of the Company’s interest rate derivatives on a gross and net basis as of March 31, 2021 and December 31, 2020 is as follows:

Fair Value of Derivative Instruments

Interest rate swaps classified as:

September 30, 2020 December 31, 2019

March 31, 2021 December 31, 2020

Gross derivative assets $ — $ —

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The effective portion of changes in the fair value of derivatives designated as cash flow hedges is recognized in other comprehensive income (loss) and is reclassified into earnings as interest expense in the period that the hedged forecasted transaction affects earnings.

The effective portion of the Company’s interest rate swaps that was recognized on the Company’s unaudited Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2020 and 2019 is as follows:

The effective portion of the Company’s interest rate swaps that was recognized on the Company’s unaudited Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2021 and 2020 is as follows:

Derivatives in Cash Flow Hedging Relationships

(Interest Rate Swaps) Three Months Ended

September 30, Nine Months Ended

September 30,

2020 2019 2020 2019

Change in unrealized loss on interest rate swaps $ ( 133 ) $ ( 4,125 ) $ ( 27,144 ) $ ( 23,375 )

(Interest Rate Swaps) Three Months Ended March 31,

Change in unrealized gain (loss) on interest rate swaps $ 2,599 $ ( 23,831 )

Amortization (accretion) of interest rate swaps to interest expense 3,067 ( 47 )

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The Company estimates that $ 9.1 million will be reclassified from accumulated other comprehensive loss as an increase to interest expense over the next twelve months.

No gain or loss was recognized related to hedge ineffectiveness or to amounts excluded from effectiveness testing on the Company’s cash flow hedges during the three and nine months ended September 30, 2020 and 2019.

No gain or loss was recognized related to hedge ineffectiveness or to amounts excluded from effectiveness testing on the Company’s cash flow hedges during the three months ended March 31, 2021 and 2020.

Non-Designated (Mark-to-Market) Hedges of Interest Rate Risk

The Company does not use derivatives for trading or speculative purposes.

As of September 30, 2020 and December 31, 2019, the Company did not have any non-designated hedges.

As of March 31, 2021 and December 31, 2020, the Company did not have any non-designated hedges.

Credit-risk-related Contingent Features

The Company has agreements with its derivative counterparties that contain provisions whereby if the Company defaults on certain of its indebtedness and the indebtedness has been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.

If the Company were to breach any of the contractual provisions of the derivative contracts, it would be required to settle its obligations under the agreements at their termination value, including accrued interest.

If the Company were to breach any of the contractual provisions of the derivative contracts, it would be required to settle its obligations under such agreements at their termination value, including accrued interest.

Debt Obligations

As of September 30, 2020 and December 31, 2019, the Company had the following indebtedness outstanding:

As of March 31, 2021 and December 31, 2020, the Company had the following indebtedness outstanding:

Carrying Value as of

September 30,

2021 December 31,

$ — $ 7,000 N/A N/A

Net unamortized premium

Net unamortized debt issuance costs

Total secured loan, net

Notes payable

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Unsecured $ 350 Million Term Loan

350,000 350,000 1.41 % 2023

— 350,000 N/A N/A

Unsecured $ 300 Million Term Loan (4)

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$ 5,165,861 $ 5,167,330

(1) Stated interest rates as of September 30, 2020 do not include the impact of the Company’s interest rate swap agreements (described below).

(2) The weighted average stated interest rate on the Company’s unsecured notes was 3.76 % as of September 30, 2020.

(3) Effective November 1, 2016, the Company has in place three interest rate swap agreements that convert the variable interest rate on $ 150.0 million of the Company’s $ 250.0 million Floating Rate Senior Notes due 2022, issued on August 31, 2018 to a fixed, combined interest rate of 1.11 % (plus a spread of 105 basis points) and the Company’s $ 350.0 million term loan agreement, as amended April 29, 2020, (the “$ 350 Million Term Loan”) to a fixed, combined interest rate of 1.11 % (plus a spread of 125 basis points) through July 30, 2021.

(1) Stated interest rates as of March 31, 2021 do not include the impact of the Company’s interest rate swap agreements (described below).

(2) The weighted average stated interest rate on the Company’s unsecured notes was 3.65 % as of March 31, 2021.

(3) Effective November 1, 2016, the Company has in place one interest rate swap agreement that converts the variable interest rate on the Company’s $ 250.0 million Floating Rate Senior Notes due 2022, issued on August 31, 2018 to a fixed, combined interest rate of 1.11 % (plus a spread of 105 basis points) through July 30, 2021.

(4) Effective January 2, 2019, the Company has in place four interest rate swap agreements that convert the variable interest rate on the Company’s $ 300.0 million term loan agreement, as amended April 29, 2020 (the “$ 300 Million Term Loan”) to a fixed, combined interest rate of 2.61 % (plus a spread of 125 basis points) through July 26, 2024.

2021 Debt Transactions

During the nine months ended September 30, 2020, the Company repaid $ 7.0 million, net of borrowings, under the Operating Partnership’s $ 1.25 billion revolving credit facility (the “Revolving Facility”).

In June 2020, the Operating Partnership issued $ 500.0 million aggregate principal amount of 4.050 % Senior Notes due 2030 (the “2030 Notes”) at 99.776 % of par, the net proceeds of which were used to complete the Tender Offer (defined below), repay outstanding indebtedness under the Revolving Facility, and for general corporate purposes.

The 2030 Notes bear interest at a rate of 4.050 % per annum, payable semi-annually on January 1 and July 1 of each year, commencing January 1, 2021.

The 2030 Notes will mature on July 1, 2030.

In March 2021, the Operating Partnership issued $ 350.0 million aggregate principal amount of 2.250 % Senior Notes due 2028 (the “2028 Notes”) at 99.817 % of par, the net proceeds of which were used to repay all outstanding indebtedness under the Company’s $ 350.0 million term loan agreement, as amended April 29, 2020 (the “$350 Million Term Loan”).

The 2028 Notes bear interest at a rate of 2.250 % per annum, payable semi-annually on April 1 and October 1 of each year, commencing October 1, 2021.

The 2028 Notes will mature on April 1, 2028.

The Operating Partnership may redeem the 2028 Notes prior to maturity, at its option, at any time in whole or from time to time in part, at the applicable redemption price specified in the Indenture with respect to the 2028 Notes.

If the 2030 Notes are redeemed on or after April 1, 2030 (three months prior to the maturity date), the redemption price will be equal to 100 % of the principal amount of the 2030 Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.

If the 2028 Notes are redeemed on or after February 1, 2028 (two months prior to the maturity date), the redemption price will be equal to 100 % of the principal amount of the 2028 Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.

The 2028 Notes are the Operating Partnership’s unsecured and unsubordinated obligations and rank equally in right of payment with all of the Operating Partnership’s existing and future senior unsecured and unsubordinated indebtedness.

In August 2020, the Operating Partnership issued an additional $ 300.0 million aggregate principal amount of the 2030 Notes at 107.172 % of par, the net proceeds of which were used to repay outstanding indebtedness under the Revolving Facility and for general corporate purposes.

The additional notes form a single series with the previously outstanding 2030 Notes.

In June 2020, the Operating Partnership commenced a cash tender offer (the “Tender Offer”) for any and all of its outstanding 3.875 % Senior Notes due 2022 (the “2022 Notes”).

The Tender Offer expired on June 26, 2020.

As a result of the Tender Offer, the Company repurchased notes with a face value of $ 182.5 million on June 29, 2020 and $ 0.7 million on July 1, 2020.

Following the repurchase, $ 316.8 million aggregate principal amount of the 2022 Notes remains outstanding.

During the nine months ended September 30, 2020, as a result of the Tender Offer and the repayment of its $ 7.0 million secured loan, the Company recognized a $ 10.4 million loss on extinguishment of debt, net.

Loss on extinguishment of debt, net includes $ 9.7 million of prepayment fees and $ 0.7 million of accelerated unamortized debt issuance costs and debt discounts, net of premiums.

In April 2020, the Operating Partnership amended its senior unsecured credit agreements related to the Revolving Facility and the Operating Partnership’s term loans, changing the covenant calculation reference period to the most recent twelve months for which it reported financial results from the most recent six months for which it reported financial results, annualized.

During the three months ended March 31, 2021, as a result of the repayment of the $350 Million Term Loan, the Company recognized a $ 1.2 million loss on extinguishment of debt.

Loss on extinguishment of debt includes $ 1.2 million of accelerated unamortized debt issuance costs.

Pursuant to the terms of the Company’s unsecured debt agreements, the Company among other things is subject to the maintenance of various financial covenants.

The Company was in compliance with these covenants as of September 30, 2020.

The Company was in compliance with these covenants as of March 31, 2021.

Debt Maturities

As of September 30, 2020 and December 31, 2019, the Company had accrued interest of $ 44.9 million and $ 36.9 million outstanding, respectively.

As of September 30, 2020, scheduled maturities of the Company’s outstanding debt obligations were as follows:

As of March 31, 2021 and December 31, 2020, the Company had accrued interest of $ 40.7 million and $ 47.2 million outstanding, respectively.

As of March 31, 2021, scheduled maturities of the Company’s outstanding debt obligations were as follows:

Year ending December 31,

2020 (remaining three months) $ —

2021 (remaining nine months) $ —

Thereafter 2,918,453

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Total debt obligations, net $ 5,165,861

As of the date the financial statements were issued, the Company did not have any scheduled debt maturities for the next 12 months.

As of the date the financial statements were issued, the Company’s scheduled debt maturities for the next 12 months were comprised of the Company’s $ 250.0 million Floating Rate Senior Notes due 2022.

The Company has sufficient cash on hand to satisfy these scheduled debt maturities.

Fair Value Disclosures

All financial instruments of the Company are reflected in the accompanying unaudited Condensed Consolidated Balance Sheets at amounts which, in management’s judgment, reasonably approximate their fair values, except those instruments listed below:

September 30, 2020 December 31, 2019

March 31, 2021 December 31, 2020

Value Carrying

Secured loan $ — $ — $ 7,174 $ 7,306

Notes payable $ 4,871,286 $ 5,210,692 $ 4,524,611 $ 5,012,523

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Total debt obligations, net $ 5,165,861 $ 5,511,212 $ 5,167,330 $ 5,664,162

hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs that are classified within Level 3 of the hierarchy).

As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy is included in GAAP that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs that are classified within Level 3 of the hierarchy).

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

The valuation methodology used to estimate the fair value of the Company’s debt obligations is based on a discounted cash flow analysis, with assumptions that include credit spreads, interest rate curves, estimated property values, loan amounts and maturity dates.

Based on these inputs, the Company has determined that the valuations of its debt obligations are classified within Level 3 of the fair value hierarchy.

Based on the above criteria, the Company has determined that the valuations of its debt obligations are classified within Level 3 of the fair value hierarchy.

Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition.

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The Company’s marketable securities and interest rate derivatives are measured and recognized at fair value on a recurring basis.

The valuations of the Company’s marketable securities are based primarily on publicly traded market values in active markets and are classified within Level 1 or 2 of the fair value hierarchy.

The valuations of the Company’s marketable securities are based primarily on publicly traded

market values in active markets and are classified within Level 1 or 2 of the fair value hierarchy.

See Note 6 for fair value information regarding the Company’s interest rate derivatives.

The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured and recognized at fair value on a recurring basis:

Fair Value Measurements as of September 30, 2020

Fair Value Measurements as of March 31, 2021

Balance Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs

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Interest rate derivatives $ ( 28,225 ) $ — $ ( 28,225 ) $ —

Interest rate derivatives $ ( 13,449 ) $ — $ ( 13,449 ) $ —

(1) As of September 30, 2020 and December 31, 2019, marketable securities included $ 0.2 million and $ 0.1 million of net unrealized gains, respectively.

As of September 30, 2020, the contractual maturities of the Company’s marketable securities are within the next five years.

(1) As of March 31, 2021 and December 31, 2020, marketable securities included $ 0.1 million and $ 0.2 million of net unrealized gains, respectively.

As of March 31, 2021, the contractual maturities of the Company’s marketable securities are within the next five years.

Non-Recurring Fair Value

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The cash flows utilized in such analyses are comprised of unobservable inputs which include forecasted rental revenue and expenses based upon market conditions and future expectations.

The capitalization rates and discount rates utilized in such analyses are based upon unobservable rates that the

Company believes to be within a reasonable range of current market rates for the respective properties.

The capitalization rates and discount rates utilized in such analyses are based upon unobservable rates that the Company believes to be within a reasonable range of current market rates for the respective properties.

Based on these inputs, the Company has determined that the valuations of these properties are classified within Level 3 of the fair value hierarchy.

The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured and recognized at fair value on a non-recurring basis.

The table includes information related to properties that were remeasured to fair value as a result of impairment testing during the nine months ended September 30, 2020 and during the year ended December 31, 2019, excluding the properties sold prior to September 30, 2020 and December 31, 2019, respectively:

Fair Value Measurements as of September 30, 2020

Balance Quoted Prices in Active Markets for Identical Assets

(Level 1) Significant Other Observable Inputs

(Level 2) Significant Unobservable Inputs

(Level 3) Impairment of Real Estate Assets

Properties (1)(2)(3)

$ 18,842 $ — $ — $ 18,842 $ 10,305

No properties were remeasured to fair value during the three months ended March 31, 2021 that were not sold prior to March 31, 2021.

The table includes information related to properties that were remeasured to fair value as a result of impairment testing during the year ended December 31, 2020, excluding the properties sold prior to December 31, 2020:

Fair Value Measurements as of December 31, 2020

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$ 27,184 $ — $ — $ 27,184 $ 11,544

(1) Excludes properties disposed of prior to September 30, 2020.

(2) The carrying value of properties remeasured to fair value based upon offers from third-party buyers during the nine months ended September 30, 2020 includes $ 13.9 million related to Northmall Centre.

(3) The carrying value of properties remeasured to fair value based upon a discounted cash flow analysis during the nine months ended September 30, 2020 includes $ 4.9 million related to Spring Mall.

The capitalization rate of 8.0 % and discount rate of 8.0 % which were utilized in the discounted cash flow analysis were based upon unobservable rates that the Company believes to be within a reasonable range of current market rates for the investment.

(1) Excludes properties disposed of prior to December 31, 2020.

(2) The carrying value of properties remeasured to fair value based upon offers from third-party buyers during the year ended December 31, 2020 includes:

(i) $ 9.7 million related to Brice Park;

(ii) $ 9.1 million related to Mohawk Acres Plaza;

(iii) $ 3.4 million related to Lincoln Plaza;

and (iv) $ 1.3 million related to a parcel at Lakes Crossing.

(i) $ 14.0 million related to Northmall Centre;

and (ii) $ 8.3 million related to The Pines Shopping Center.

(3) The carrying value of properties remeasured to fair value based upon a discounted cash flow analysis during the year ended December 31, 2020 includes $ 4.9 million related to Spring Mall.

Revenue Recognition

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The Company’s retail shopping center leases generally require tenants to pay their proportionate share of property operating expenses such as common area expenses, utilities, insurance and real estate taxes, and certain capital expenditures related to the maintenance of the Company’s properties.

Additionally, variable lease payments based on percentage rents are recognized once the required sales data is made available.

The Company recognized $ 0.6 million and $ 1.1 million of income based on percentage rents for the three months ended September 30, 2020 and 2019, respectively.

The Company recognized $ 3.6 million and $ 6.0 million of income based on percentage rents for the nine months ended September 30, 2020 and 2019, respectively.

Additionally, variable lease payments associated with percentage rents are recognized once the required sales data is made available.

The Company recognized $ 2.3 million and $ 1.9 million of income based on percentage rents for the three months ended March 31, 2021 and 2020, respectively.

These amounts are included in Rental income on the Company’s unaudited Condensed Consolidated Statements of Operations.

The global outbreak of the novel strain of coronavirus (“COVID-19”) and the public health measures that have been undertaken in response have had a significant adverse impact on the Company’s business, the Company’s tenants and the global economy.

The effects of COVID-19, including related government restrictions, border closings,

quarantines, “shelter-in-place” orders and “social distancing” guidelines, have forced many of the Company’s tenants to close stores, reduce hours or significantly limit service, and have resulted in a dramatic increase in national unemployment and a significant economic contraction.

Certain tenants experiencing economic difficulties during this pandemic have sought rent relief, which has been provided on a case-by-case basis primarily in the form of rent deferrals, and in more limited cases in the form of rent abatements.

The global outbreak of COVID-19 and the public health measures that have been undertaken in response have had a significant adverse impact on the Company’s business, the Company’s tenants, the real estate market, the financial markets and the global economy.

The effects of COVID-19, including related government restrictions, border closings, quarantines, “shelter-in-place” orders and “social distancing” guidelines, have forced many of the Company’s tenants to close stores, reduce hours or significantly limit service, and resulted in a dramatic increase in national unemployment and a significant economic contraction in 2020.

Certain tenants experiencing economic difficulties during the pandemic have sought rent relief, which has been provided on a case-by-case basis primarily in the form of rent deferrals, and, in more limited cases, in the form of rent abatements.

Under ASC 842, changes to the amount or timing of lease payments subsequent to the original lease execution are generally accounted for as lease modifications.

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Rent deferrals would result in an increase to “Receivables, net” during the deferral period with no impact on rental revenue recognition.

Any rent concession that is either unrelated to COVID-19 or substantially increases the total consideration due under the lease does not qualify for consideration under the Q&A.

Any rent concession that is either unrelated to COVID-19 or substantially increases the

total consideration due under the lease does not qualify for consideration under the Q&A.

The Company has evaluated the impact of the Q&A and has made the following policy elections:

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• The Company does not account for COVID-19 rent abatements that do not significantly increase the consideration due under the lease as lease modifications.

As a result, rental revenue recognition is reduced by the amount of the abatement in the period it was granted.

The following table presents the COVID-19 related deferrals and abatements granted for lease payments due during the three and nine months ended September 30, 2020.

As a result, rental revenue recognition is reduced by the amount of the abatement in the period it was granted and straight-line rental income recognition does not change over the remaining lease term.

The following table presents the COVID-19 related deferrals and abatements granted for lease payments due during the three months ended March 31, 2021 and 2020.

Lease payments presented consist of fixed contractual base rent and may include the reimbursement of certain property operating expenses.

Three Months Ended

September 30, 2020 Nine Months Ended

September 30, 2020

March 31, 2021 Three Months Ended

March 31, 2020

Deferrals Abatements Deferrals Abatements

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COVID-19 Deferred Receivable

Beginning balance, March 31, 2020 $ —

Deferred lease payments (not lease modifications) 14,165

Deferred lease payments deemed uncollectible ( 3,228 )

Deferred lease payments received ( 49 )

Ending balance, June 30, 2020 10,888

Beginning balance, December 31, 2020 $ 15,359

Deferred lease payments (not lease modifications) 6,185

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Deferred lease payments received ( 10,416 )

Ending balance, September 30, 2020 $ 18,478

Ending balance, March 31, 2021 $ 9,368

The Company periodically enters into agreements in which it is the lessee, including ground leases for shopping centers that it operates and office leases for administrative space.

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Upon lease execution, the Company recognizes a lease liability and a right-of-use (“ROU”) asset based on the present value of future lease payments over the noncancellable lease term.

As of September 30, 2020 the Company is not including any prospective renewal or termination options in its lease liabilities or ROU assets, as the exercise of such options is not reasonably certain.

As of March 31, 2021 the Company is not including any prospective renewal or termination options in its lease liabilities or ROU assets, as the exercise of such options is not reasonably certain.

Certain agreements require the Company to pay its proportionate share of property operating expenses such as common area expenses, utilities, insurance and real estate taxes, and certain capital expenditures related to the maintenance of the properties.

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The following tables present additional information pertaining to the Company’s operating leases:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

Supplemental Statements of Operations Information 2021 2020

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Total lease costs $ 1,734 $ 1,895

Nine Months Ended September 30,

Three Months Ended March 31,

Supplemental Statements of Cash Flows Information 2021 2020

Operating cash outflows from operating leases $ 1,663 $ 1,769

ROU assets obtained in exchange for operating lease liabilities $ 1,140 $ 44,354

ROU assets written off due to lease modifications — ( 1,748 )

Operating Lease Liabilities As of September 30, 2020

Operating Lease Liabilities As of March 31, 2021

Future minimum operating lease payments:

2020 (remaining three months) $ 1,762

2021 (remaining nine months) $ 4,496

Thereafter 25,125

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Operating lease liabilities $ 37,249

Supplemental Balance Sheets Information As of September 30, 2020 As of December 31, 2019

Supplemental Balance Sheets Information As of March 31, 2021 As of December 31, 2020

Operating lease liabilities (1)(2)

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$ 32,679 $ 34,006

(1) As of September 30, 2020 and December 31, 2019, the weighted average remaining lease term was 12.7 years and 10.9 years, respectively, and the weighted average discount rate was 4.39 % and 4.30 %, respectively.

(1) As of March 31, 2021 and December 31, 2020, the weighted average remaining lease term was 12.7 years and 12.7 years, respectively, and the weighted average discount rate was 4.40 % and 4.39 %, respectively.

(2) These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets.

(3) These amounts are included in Other assets on the Company’s unaudited Condensed Consolidated Balance Sheets.

As of September 30, 2020, there were no material leases that have been executed but not yet commenced.

As of March 31, 2021, there were no material leases that have been executed but not yet commenced.

Equity and Capital

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The ATM Program also provides that the Company may enter into forward contracts for shares of its common stock with forward sellers and forward purchasers.

The ATM Program is

scheduled to expire on January 9, 2023, unless earlier terminated or extended by the Company, sales agents, forward sellers and forward purchasers.

As of September 30, 2020, no shares have been issued under the ATM Program, and as a result, $ 400.0 million of common stock remained available for issuance.

The ATM Program is scheduled to expire on January 9, 2023, unless earlier terminated or extended by the Company, sales agents, forward

sellers and forward purchasers.

As of March 31, 2021, no shares have been issued under the ATM Program, and as a result, $ 400.0 million of common stock remained available for issuance.

Share Repurchase Program

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The Program is scheduled to expire on January 9, 2023, unless suspended or extended by the Board of Directors.

The Program replaced the Company’s prior share repurchase program (the “Prior Program”), which expired on December 5, 2019.

During the nine months ended September 30, 2020, the Company repurchased 1.7 million shares of common stock under the Program at an average price per share of $ 15.14 for a total of $ 25.0 million, excluding commissions.

The Company incurred total commissions of less than $ 0.1 million in conjunction with the Program for the nine months ended September 30, 2020.

During the nine months ended September 30, 2019, the Company repurchased 0.8 million shares of common stock under the Prior Program at an average price per share of $ 17.43 for a total of $ 14.6 million, excluding commissions.

The Company incurred total commissions of less than $ 0.1 million in conjunction with the Prior Program for the nine months ended September 30, 2019.

As of September 30, 2020, the Program had $ 375.0 million of available repurchase capacity.

The Program replaced the Company’s prior share repurchase program, which expired on December 5, 2019.

During the three months ended March 31, 2021, the Company did not repurchase any shares of its common stock.

During the three months ended March 31, 2020, the Company repurchased 1.7 million shares of common stock under the Program at an average price per share of $ 15.14 for a total of $ 25.0 million, excluding commissions.

The Company incurred total commissions of less than $ 0.1 million in conjunction with the Program for the three months ended March 31, 2020.

As of March 31, 2021, the Program had $ 375.0 million of available repurchase capacity.

In connection with the vesting of restricted stock units (“RSUs”) under the Company’s equity-based compensation plan, the Company withholds shares to satisfy tax withholding obligations.

During the nine months ended September 30, 2020 and 2019, the Company withheld 0.2 million and 0.1 million shares, respectively.

During the three months ended March 31, 2021 and 2020, the Company withheld 0.3 million and 0.2 million shares of its common stock, respectively.

Dividends and Distributions

During the three months ended September 30, 2020, the Company did no t declare common stock dividends and OP Unit distributions.

During the three months ended September 30, 2019, the Company declared common stock dividends and OP Unit distributions of $ 0.280 per share/unit.

As of September 30, 2020 and December 31, 2019, the Company had declared but unpaid common stock dividends and OP Unit distributions of $ 1.8 million and $ 87.2 million, respectively.

During the three months ended March 31, 2021 and 2020, the Company declared common stock dividends and OP Unit distributions of $ 0.215 and $ 0.285 per share/unit, respectively.

As of March 31, 2021 and December 31, 2020, the Company had declared but unpaid common stock dividends and OP Unit distributions of $ 66.1 million and $ 66.0 million, respectively.

These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets.

2 unchanged sentences

The Plan provides for a maximum of 15.0 million shares of the Company’s common stock to be issued for qualified and non-qualified options, stock appreciation rights, restricted stock and RSUs, OP Units, performance awards and other stock-based awards.

During the nine months ended September 30, 2020 and the year ended December 31, 2019, the Company granted RSUs to certain employees.

During the three months ended March 31, 2021 and the year ended December 31, 2020, the Company granted RSUs to certain employees.

The RSUs are divided into multiple tranches, which are all subject to service-based vesting conditions.

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Tranches that only have a service-based component can only earn a target number of units.

The aggregate number of RSUs granted, assuming that the target level of performance is achieved, was 0.7 million and 0.8 million for the nine months ended September 30, 2020 and the year ended December 31, 2019, respectively, with vesting periods ranging from one to five years .

The aggregate number of RSUs granted, assuming that the target level of performance is achieved, was 1.0 million and 0.7 million for the three months ended March 31, 2021 and the year ended December 31, 2020, respectively, with vesting periods ranging from one to five years .

For the performance-based and service-based RSUs granted, fair value is based on the Company’s grant date stock price.

For the market-based RSUs granted during the nine months ended September 30, 2020 and the year ended December 31, 2019, the Company calculated the grant date fair values per unit using a Monte Carlo simulation based on the probability of satisfying the market performance hurdles over the remainder of the performance period based on the Company’s historical common stock performance relative to the other companies within the FTSE NAREIT Equity Shopping Centers Index as well as the following significant assumptions:

For the market-based RSUs granted during the three months ended March 31, 2021 and the year ended December 31, 2020, the Company calculated the grant date fair values per unit using a Monte Carlo simulation based on the probability of satisfying the market performance hurdles over the remainder of the performance period based on the Company’s historical common stock performance relative to the other companies within the FTSE NAREIT Equity Shopping Centers Index as well as the following significant assumptions:

(i) volatility of 50.0 % to 64.0 % and 20.0 % to 23.0 %, respectively;

(ii) a weighted average risk-free interest rate of 1.20 % to 1.30 % and 2.55 %, respectively;

and (iii) the Company’s weighted average common stock dividend yield of 5.9 % to 6.0 % and 5.6 %, respectively.

During the three months ended September 30, 2020 and 2019, the Company recognized $ 3.5 million and $ 3.5 million of equity compensation expense, respectively, of which $ 0.3 million and $ 0.2 million was capitalized, respectively.

During the nine months ended September 30, 2020 and 2019, the Company recognized $ 8.5 million and $ 9.5 million of equity compensation expense, respectively, of which $ 0.7 million and $ 0.6 million was capitalized, respectively.

(ii) a weighted average risk-free interest rate of 0.11 % to 0.18 % and 1.20 % to 1.30 %, respectively;

and (iii) the Company’s weighted average common stock dividend yield of 4.1 % to 5.8 % and 5.9 % to 6.0 %, respectively.

During the three months ended March 31, 2021 and 2020, the Company recognized $ 2.8 million and $ 2.8 million of equity compensation expense, respectively, of which $ 0.2 million and $ 0.2 million was capitalized, respectively.

These amounts are included in General and administrative expense on the Company’s unaudited Condensed Consolidated Statements of Operations.

As of September 30, 2020, the Company had $ 17.1 million of total unrecognized compensation expense related to unvested stock compensation, which is expected to be recognized over a weighted average period of approximately 2.1 years.

As of March 31, 2021, the Company had $ 28.4 million of total unrecognized compensation expense related to unvested stock compensation, which is expected to be recognized over a weighted average period of approximately 2.4 years.

Earnings per Share

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Unvested RSUs are not allocated net losses and/or any excess of dividends declared over net income, as such amounts are allocated entirely to the Company’s common stock.

The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three and nine months ended September 30, 2020 and 2019 (dollars in thousands, except per share data):

September 30, Nine

September 30,

2020 2019 2020 2019

The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three months ended March 31, 2021 and 2020 (dollars in thousands, except per share data):

Three Months Ended March 31,

Computation of Basic Earnings Per Share:

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Unvested RSUs are not allocated net losses and/or any excess of dividends declared over net income, as such amounts are allocated entirely to the Operating Partnership’s common units.

The following table provides a reconciliation of the numerator and denominator of the earnings per unit calculations for the three and nine months ended September 30, 2020 and 2019 (dollars in thousands, except per unit data):

September 30, Nine

September 30,

2020 2019 2020 2019

The following table provides a reconciliation of the numerator and denominator of the earnings per unit calculations for the three months ended March 31, 2021 and 2020 (dollars in thousands, except per unit data):

Three Months Ended March 31,

Computation of Basic Earnings Per Unit:

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The Company believes that no additional governmental proceedings relating to these matters will be brought against the Company.

The Company understands that the SEC and the U.S.

Attorney’s Office for the Southern District of New York are pursuing actions relating to these matters with respect to certain former employees.

The Company remains obligated to indemnify these former officers for legal and other professional fees and these amounts are now in excess of the Company’s insurance coverage and are being funded by the Company.

Under certain circumstances, the former officers are contractually obligated to reimburse the Company for such amounts advanced.

However, it is possible that the Company may not be able to recover any or all of these amounts.

While the U.S.

Attorney’s Office for the Southern District of New York has disclosed that it is no longer pursuing actions relating to these matters with respect to certain former employees, the Company understands that the SEC civil actions against these former employees remain pending.

The Company remains obligated to advance funds to these former employees for legal and other professional fees incurred pursuant to indemnification obligations and the amounts advanced are now in excess of the Company’s insurance coverage and are being funded, and will continue to be funded, by the Company.

Under certain circumstances, these former employees are contractually obligated to reimburse the Company for such amounts advanced;

however, it is possible that under those circumstances the Company may not be able to recover any or all of these amounts.

Environmental Matters

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The Company does not believe that any resulting liability from such matters will have a material impact on the Company’s financial condition, operating results or cash flows.

During the three months ended March 31, 2021 and 2020, the Company did no t incur any material governmental fines resulting from environmental matters.

Related-Party Transactions

In the ordinary course of conducting its business, the Company enters into agreements with its affiliates in relation to the leasing and management of its real estate assets.

As of September 30, 2020 and December 31, 2019, there were no material receivables from or payables to related parties.

As of March 31, 2021 and December 31, 2020, there were no material receivables from or payables to related parties.

During the three months ended March 31, 2021 and 2020, the Company did no t engage in any material related-party transactions.

Subsequent Events

In preparing the unaudited Condensed Consolidated Financial Statements, the Company has evaluated events and transactions occurring after September 30, 2020 for recognition and/or disclosure purposes.

Based on this evaluation, there were no subsequent events from September 30, 2020 through the date the financial statements were issued other than the following:

• On October 30, 2020, the Company’s Board of Directors declared a quarterly cash dividend of $ 0.215 per common share for the fourth quarter of 2020.

The dividend was temporarily suspended for the second and third quarters of 2020 in response to uncertainties created by the COVID-19 pandemic.

The dividend is payable on January 15, 2021 to shareholders of record on January 6, 2021.

In preparing the unaudited Condensed Consolidated Financial Statements, the Company has evaluated events and transactions occurring after March 31, 2021 for recognition and/or disclosure purposes.

Based on this evaluation, there were no subsequent events from March 31, 2021 through the date the financial statements were issued.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements