What changed in this filing

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Item 1. Financial Statements

2021-08-02 compared with 2021-05-03 · 212 added, 121 removed, 693 unchanged (32% of the section changed)

24 unchanged sentences

49,288 50,802

49,521 50,802

Total assets $ 8,355,173 $ 8,342,147

22 unchanged sentences

(Unaudited, in thousands, except per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2021 2020 2021 2020

Rental income $ 286,933 $ 247,434 $ 563,394 $ 527,836

27 unchanged sentences

(Unaudited, in thousands)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2021 2020 2021 2020

Net income $ 90,428 $ 9,044 $ 142,799 $ 68,825

17 unchanged sentences

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

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

Issuance of common stock 242 2 — — — 2

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

2 unchanged sentences

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 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

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

3 unchanged sentences

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

Issuance of common stock and OP Units 452 4 (4) — — —

Issuance of common stock 452 4 ( 4 ) — — —

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

1 unchanged sentence

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

Common stock dividends ($ 0.215 per common share)

— — — — ( 64,344 ) ( 64,344 )

Equity based compensation expense — — 4,543 — — 4,543

Other comprehensive income — — — 2,773 — 2,773

Issuance of common stock 32 1 ( 1 ) — — —

Share-based awards retained for taxes — — ( 259 ) — — ( 259 )

Net income — — — — 90,428 90,428

Ending balance, June 30, 2021 296,978 $ 2,970 $ 3,215,948 $ ( 19,713 ) $ ( 494,861 ) $ 2,704,344

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

3 unchanged sentences

(Unaudited, in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Operating activities:

68 unchanged sentences

49,288 50,802

49,521 50,802

Total assets $ 8,345,159 $ 8,332,133

16 unchanged sentences

(Unaudited, in thousands, except per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2021 2020 2021 2020

Rental income $ 286,933 $ 247,434 $ 563,394 $ 527,836

26 unchanged sentences

(Unaudited, in thousands)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2021 2020 2021 2020

Net income $ 90,428 $ 9,044 $ 142,799 $ 68,825

19 unchanged sentences

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

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

2 unchanged sentences

Other comprehensive income — 5,572 5,572

Issuance of OP Units — — —

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

1 unchanged sentence

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

Distributions to partners ( 64,344 ) — ( 64,344 )

Equity based compensation expense 4,543 — 4,543

Other comprehensive income — 2,773 2,773

Issuance of OP Units — — —

Share-based awards retained for taxes ( 259 ) — ( 259 )

Net income 90,428 — 90,428

Ending balance, June 30, 2021 $ 2,714,044 $ ( 19,714 ) $ 2,694,330

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

2 unchanged sentences

(Unaudited, in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Operating activities:

52 unchanged sentences

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.

The Parent Company owns 100 % of the common stock of BPG Subsidiary Inc.

(“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 owns 100 % of the limited liability company interests of BPG Subsidiary LLC (“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 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 March 31, 2021, the Company’s portfolio was comprised of 389 shopping centers (the “Portfolio”) totaling approximately 68 million square feet of GLA.

As of June 30, 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.

38 unchanged sentences

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 March 31, 2021 and December 31, 2020.

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

9 unchanged sentences

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.

The Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows.

Application of these expedients preserves the presentation of derivatives consistent with past presentation.

2 unchanged sentences

Acquisition of Real Estate

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

During the six months ended June 30, 2021, the Company acquired the following assets, in separate transactions:

Description (1)

5 unchanged sentences

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

Center of Bonita Springs Bonita Springs, FL Apr-21 281,394 48,061

Champlin Marketplace Champlin, MN Jun-21 91,970 14,876

378,404 $ 66,716

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

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

(2) Aggregate purchase price includes $ 0.5 million of transaction costs, offset by $ 1.4 million of closing credits.

(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:

During the six months ended June 30, 2020, the Company acquired the following asset:

Description (1)

3 unchanged sentences

(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,

The aggregate purchase price of the assets acquired during the six months ended June 30, 2021 and 2020, respectively, has been allocated as follows:

Six Months Ended June 30,

Assets 2021 2020

1 unchanged sentence

Buildings 38,082 —

Building and tenant improvements 7,128 —

Above-market leases (1)

In-place leases (2)

Total assets acquired $ 68,551 $ 2,020

Below-market leases (3)

Total liabilities 1,835 —

Net assets acquired $ 66,716 $ 2,020

(1) The weighted average amortization period at the time of acquisition for above-market leases related to assets acquired during the six months ended June 30, 2021 was 5.1 years.

(2) The weighted average amortization period at the time of acquisition for in-place leases related to assets acquired during the six months ended June 30, 2021 was 10.3 years.

(3) The weighted average amortization period at the time of acquisition for below-market leases related to assets acquired during the six months ended June 30, 2021 was 19.7 years.

Dispositions and Assets 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.

During the three months ended June 30, 2021, the Company disposed of two shopping centers and five partial shopping centers for aggregate net proceeds of $ 67.9 million resulting in aggregate gain of $ 32.6 million.

In addition, during the three months ended June 30, 2021, the Company received aggregate net proceeds of less than $ 0.1 million from previously disposed assets resulting in aggregate gain of less than $ 0.1 million.

During the six months ended June 30, 2021, the Company disposed of six shopping centers and nine partial shopping centers for aggregate net proceeds of $ 99.7 million resulting in aggregate gain of $ 38.3 million and aggregate impairment of

$ 1.5 million.

In addition, during the six months ended June 30, 2021, the Company received aggregate net proceeds of less than $ 0.1 million from previously disposed assets resulting in aggregate gain of less than $ 0.1 million.

During the three months ended June 30, 2020, the Company disposed of two shopping centers for aggregate net proceeds of $ 5.2 million resulting in aggregate gain of $ 0.7 million.

During the six months ended June 30, 2020, the Company disposed of five shopping centers and two partial shopping centers for aggregate net proceeds of $ 45.7 million resulting in aggregate gain of $ 8.2 million and aggregate impairment of less than $ 0.1 million.

In addition, during the six months ended June 30, 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 June 30, 2021, the Company did no t have any 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 March 31, 2021 December 31, 2020

Assets June 30, 2021 December 31, 2020

Land $ — $ 5,447

4 unchanged sentences

Assets associated with real estate assets held for sale $ — $ 18,014

Below-market leases $ 541 $ —

Liabilities associated with real estate assets held for sale (1)

(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 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.

There were no discontinued operations for the three and six months ended June 30, 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:

March 31, 2021 December 31, 2020

June 30, 2021 December 31, 2020

Land $ 1,749,145 $ 1,740,263

8 unchanged sentences

Total $ 7,513,754 $ 7,504,113

(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.

(1) As of June 30, 2021 and December 31, 2020, Buildings and tenant improvements included accrued amounts, net of anticipated insurance proceeds, of $ 41.8 million and $ 33.0 million, respectively.

(2) As of June 30, 2021 and December 31, 2020, Lease intangibles consisted of $ 497.3 million and $ 509.3 million, respectively, of in-place leases and $ 53.9 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 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.

(3) As of June 30, 2021 and December 31, 2020, Accumulated depreciation and amortization included $ 494.4 million and $ 507.7 million, respectively, of accumulated amortization related to Lease intangibles.

In addition, as of June 30, 2021 and December 31, 2020, the Company had intangible liabilities relating to below-market leases of $ 338.7 million and $ 345.7 million, respectively, and accumulated accretion of $ 260.7 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 March 31, 2021 and 2020 was $ 2.9 million and $ 4.2 million, respectively.

Below-market lease accretion income, net of above-market lease amortization for the three months ended June 30, 2021 and 2020 was $ 4.2 million and $ 4.0 million, respectively.

Below-market lease accretion income, net of above-market lease amortization for the six months ended June 30, 2021 and 2020 was $ 7.1 million and $ 8.2 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 March 31, 2021 and 2020 was $ 3.6 million and $ 5.5 million, respectively.

Amortization expense associated with in-place lease value for the three months ended June 30, 2021 and 2020 was $ 4.2 million and $ 4.9 million, respectively.

Amortization expense associated with in-place lease value for the six months ended June 30, 2021 and 2020 was $ 7.8 million and $ 10.4 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

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

2021 (remaining six months) $ ( 5,324 ) $ 6,621

2022 ( 9,093 ) 9,777

4 unchanged sentences

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 impairment during the three months ended March 31, 2021:

Three Months Ended March 31, 2021

The Company recognized the following impairment during the three months ended June 30, 2021:

Three Months Ended June 30, 2021

Property Name (1)

Location GLA Impairment Charge

Erie Canal Centre DeWitt, NY 123,404 $ 431

123,404 $ 431

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

The Company recognized the following impairments during the six months ended June 30, 2021:

Six Months Ended June 30, 2021

Property Name (1)

Location GLA Impairment Charge

Albany Plaza (2)

Albany, GA 114,169 $ 1,467

Erie Canal Centre DeWitt, NY 123,404 431

237,573 $ 1,898

(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

(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 property during the six months ended June 30, 2021.

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

Three Months Ended June 30, 2020

Property Name (1)

Location GLA Impairment Charge

30th Street Plaza (2)

Canton, OH 145,935 $ 4,449

Chamberlain Plaza (2)

Meriden, CT 54,302 1,513

200,237 $ 5,962

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

The Company recognized the following impairments during the six months ended June 30, 2020:

Six Months Ended June 30, 2020

Property Name (1)

Location GLA Impairment Charge

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 1,513

Parcel at Lakes Crossing (3)

2 unchanged sentences

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

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

4 unchanged sentences

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

1 unchanged sentence

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

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:

During the six months ended June 30, 2021 and year ended December 31, 2020, the Company did no t enter into any new interest rate swap agreements.

During the six months ended June 30, 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 June 30, 2021 and December 31, 2020 is as follows:

Number of Instruments Notional Amount

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

June 30, 2021 December 31, 2020 June 30, 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 March 31, 2021 and December 31, 2020 is as follows:

Detail on the fair value of the Company’s interest rate derivatives on a gross and net basis as of June 30, 2021 and December 31, 2020 is as follows:

Fair Value of Derivative Instruments

Interest rate swaps classified as:

March 31, 2021 December 31, 2020

June 30, 2021 December 31, 2020

Gross derivative assets $ — $ —

3 unchanged sentences

All of the Company’s outstanding interest rate swap agreements for the periods presented were designated as cash flow hedges of interest rate risk.

The fair value of the Company’s interest rate derivatives is determined using market standard valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative.

The fair value of the Company’s interest rate derivatives is determined using market standard valuation techniques including discounted cash flow analysis on the expected cash flows of each

This analysis reflects the contractual terms of the derivative, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities.

1 unchanged sentence

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 months ended March 31, 2021 and 2020 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 and six months ended June 30, 2021 and 2020 is as follows:

Derivatives in Cash Flow Hedging Relationships

(Interest Rate Swaps) Three Months Ended March 31,

(Interest Rate Swaps) Three Months Ended June 30, Six Months Ended June 30,

2021 2020 2021 2020

Change in unrealized gain (loss) on interest rate swaps $ ( 325 ) $ ( 3,180 ) $ 2,274 $ ( 27,011 )

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

Amortization of interest rate swaps to interest expense 3,157 2,345 6,224 2,298

Change in unrealized gain (loss) on interest rate swaps, net $ 2,832 $ ( 835 ) $ 8,498 $ ( 24,713 )

The Company estimates that $ 7.9 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 months ended March 31, 2021 and 2020.

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 six months ended June 30, 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 March 31, 2021 and December 31, 2020, the Company did not have any non-designated hedges.

As of June 30, 2021 and December 31, 2020, the Company did not have any non-designated hedges.

Credit-risk-related Contingent Features

2 unchanged sentences

Debt Obligations

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

As of June 30, 2021 and December 31, 2020, the Company had the following indebtedness outstanding:

Carrying Value as of

20 unchanged sentences

$ 5,167,038 $ 5,167,330

(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.

(1) Stated interest rates as of June 30, 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 3.64 % as of June 30, 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.

7 unchanged sentences

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.

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.

During the six months ended June 30, 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 March 31, 2021.

The Company was in compliance with these covenants as of June 30, 2021.

Debt Maturities

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:

As of June 30, 2021 and December 31, 2020, the Company had accrued interest of $ 48.0 million and $ 47.2 million outstanding, respectively.

As of June 30, 2021, scheduled maturities of the Company’s outstanding debt obligations were as follows:

Year ending December 31,

2021 (remaining nine months) $ —

2021 (remaining six months) $ —

Thereafter 2,918,453

4 unchanged sentences

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.

The Company has sufficient cash and cash equivalents 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:

March 31, 2021 December 31, 2020

June 30, 2021 December 31, 2020

Value Carrying

9 unchanged sentences

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 March 31, 2021

Fair Value Measurements as of June 30, 2021

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

9 unchanged sentences

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

(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.

(1) As of June 30, 2021 and December 31, 2020, marketable securities included less than $ 0.1 million and $ 0.2 million of net unrealized gains, respectively.

As of June 30, 2021, the contractual maturities of the Company’s marketable securities are within the next five years.

Non-Recurring Fair Value

5 unchanged sentences

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.

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:

The table includes information related to properties that were remeasured to fair value as a result of impairment testing during the six months ended June 30, 2021 and during the year ended December 31, 2020, excluding the properties sold prior to June 30, 2021 and December 31, 2020, respectively:

Fair Value Measurements as of June 30, 2021

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)

$ 18,091 $ — $ — $ 18,091 $ 431

Fair Value Measurements as of December 31, 2020

5 unchanged sentences

$ 27,184 $ — $ — $ 27,184 $ 11,544

(1) Excludes properties disposed of prior to June 30, 2021.

(2) The carrying value of properties remeasured to fair value based upon offers from third-party buyers during the six months ended June 30, 2021 includes $ 18.1 million related to Erie Canal Centre.

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

16 unchanged sentences

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.

The Company recognized $ 1.5 million and $ 1.1 million of income based on percentage rents for the three months ended June 30, 2021 and 2020, respectively.

The Company recognized $ 3.8 million and $ 3.0 million of income based on percentage rents for the six months ended June 30, 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 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.

The effects of COVID-19, including related government restrictions, border closings, quarantines, “shelter-in-place” orders and “social distancing” guidelines, forced many of the Company’s tenants to temporarily 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 COVID-19 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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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.

The following table presents the COVID-19 related deferrals and abatements granted for lease payments due during the three and six months ended June 30, 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

March 31, 2021 Three Months Ended

March 31, 2020

Three Months Ended June 30, 2021 Three Months Ended June 30, 2020

Deferrals Abatements Deferrals Abatements

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$ 2,989 $ 1,722 $ 14,909 $ 243

Six Months Ended June 30, 2021 Six Months Ended June 30, 2020

Deferrals Abatements Deferrals Abatements

Lease payments (lease modifications) $ 1,025 $ 1,584 $ 744 $ 207

Lease payments (not lease modifications) 8,850 2,973 14,165 36

$ 9,875 $ 4,557 $ 14,909 $ 243

The following table presents the deferrals that were not lease modifications and were included in Receivables, net on the Company's Unaudited Condensed Consolidated Balance Sheets:

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Ending balance, March 31, 2021 9,368

Deferred lease payments (not lease modifications) 2,665

Deferred lease payments deemed uncollectible 425

Deferred lease payments received ( 8,378 )

Ending balance, June 30, 2021 $ 4,080

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 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.

As of June 30, 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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

Supplemental Statements of Operations Information 2021 2020 2021 2020

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Total lease costs $ 1,516 $ 1,875 $ 3,250 $ 3,770

Three Months Ended March 31,

Six Months Ended June 30,

Supplemental Statements of Cash Flows Information 2021 2020

Operating cash outflows from operating leases $ 3,137 $ 3,527

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

Operating Lease Liabilities As of March 31, 2021

ROU assets written off due to dispositions and lease modifications ( 229 ) ( 1,748 )

Operating Lease Liabilities As of

June 30, 2021

Future minimum operating lease payments:

2021 (remaining nine months) $ 4,496

2021 (remaining six months) $ 2,989

Thereafter 25,071

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Operating lease liabilities $ 35,940

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

Supplemental Balance Sheets Information As of

June 30, 2021 As of

December 31, 2020

Operating lease liabilities (1)(2)

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$ 31,416 $ 34,006

(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.

(1) As of June 30, 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 March 31, 2021, there were no material leases that have been executed but not yet commenced.

As of June 30, 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 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.

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 June 30, 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 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.

During the six months ended June 30, 2021, the Company did not repurchase any shares of its common stock.

During the six months ended June 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 six months ended June 30, 2020.

As of June 30, 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 three months ended March 31, 2021 and 2020, the Company withheld 0.3 million and 0.2 million shares of its common stock, respectively.

During the six months ended June 30, 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 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.

During the six months ended June 30, 2021, the Company declared common stock dividends and OP Unit distributions of $ 0.430 per share/unit.

During the six months ended June 30, 2020, the Company declared common stock dividends and OP Unit distributions of $ 0.285 per share/unit.

As of June 30, 2021 and December 31, 2020, the Company had declared but unpaid common stock dividends and OP Unit distributions of $ 66.3 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.

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

During the six months ended June 30, 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 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 .

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 six months ended June 30, 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 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:

For the market-based RSUs granted during the six months ended June 30, 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;

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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.

During the three months ended June 30, 2021 and 2020, the Company recognized $ 4.5 million and $ 2.2 million of equity compensation expense, respectively, of which $ 0.3 million and $ 0.2 million was capitalized, respectively.

During the six months ended June 30, 2021 and 2020, the Company recognized $ 7.3 million and $ 5.0 million of equity compensation expense, respectively, of which $ 0.5 million and $ 0.4 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 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.

As of June 30, 2021, the Company had $ 27.3 million of total unrecognized compensation expense related to unvested stock compensation, which is expected to be recognized over a weighted average period of approximately 2.3 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 months ended March 31, 2021 and 2020 (dollars in thousands, except per share data):

Three Months Ended March 31,

The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three and six months ended June 30, 2021 and 2020 (dollars in thousands, except per share data):

Ended June 30, Six Months

Ended June 30,

2021 2020 2021 2020

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 months ended March 31, 2021 and 2020 (dollars in thousands, except per unit data):

Three Months Ended March 31,

The following table provides a reconciliation of the numerator and denominator of the earnings per unit calculations for the three and six months ended June 30, 2021 and 2020 (dollars in thousands, except per unit data):

Ended June 30, Six Months

Ended June 30,

2021 2020 2021 2020

Computation of Basic Earnings Per Unit:

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As previously disclosed, on August 1, 2019, the Company finalized a settlement with the SEC with respect to matters initially disclosed on February 8, 2016 relating to a review conducted by the Audit Committee of the Company’s Board of Directors into certain accounting matters and the related conduct of certain former Company executives.

Also as previously disclosed, the U.S.

Attorney’s Office for the Southern District of New York has indicated that it is no longer pursuing actions relating to these matters with respect to the Company’s former employees.

In July 2021, the SEC dismissed its pending civil action against two former employees relating to these matters and indicated that it would not seek further sanctions against two other former employees who had previously consented to judgments.

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

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.

During the three and six months ended June 30, 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 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.

As of June 30, 2021 and December 31, 2020, there were no material receivables from or payables to related parties.

During the three and six months ended June 30, 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 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.

In preparing the unaudited Condensed Consolidated Financial Statements, the Company has evaluated events and transactions occurring after June 30, 2021 for recognition and/or disclosure purposes.

Based on this evaluation, there were no subsequent events from June 30, 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