What changed in this filing

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Item 1. Financial Statements

2021-11-01 compared with 2021-08-02 · 184 added, 157 removed, 748 unchanged (31% of the section changed)

4 unchanged sentences

(Unaudited, in thousands, except share information)

September 30,

2021 December 31,

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

Land $ 1,736,876 $ 1,740,263

Buildings and improvements 8,507,220 8,423,298

10,244,096 10,163,561

10,258,876 10,163,561

Accumulated depreciation and amortization ( 2,785,227 ) ( 2,659,448 )

( 2,745,122 ) ( 2,659,448 )

Real estate, net 7,458,869 7,504,113

7,513,754 7,504,113

Cash and cash equivalents 397,198 368,675

404,144 368,675

Restricted cash 7,166 1,412

Marketable securities 20,769 19,548

18,188 19,548

Receivables, net 229,421 240,323

228,583 240,323

Deferred charges and prepaid expenses, net 147,014 139,260

139,974 139,260

Real estate assets held for sale 42,011 18,014

49,288 50,802

Other assets 48,665 50,802

Total assets $ 8,351,113 $ 8,342,147

Debt obligations, net $ 5,163,375 $ 5,167,330

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

Accounts payable, accrued expenses and other liabilities 495,229 494,116

483,791 494,116

Total liabilities 5,658,604 5,661,446

5 unchanged sentences

Additional paid-in capital 3,220,183 3,213,990

3,215,948 3,213,990

Accumulated other comprehensive loss ( 17,588 ) ( 28,058 )

( 19,713 ) ( 28,058 )

Distributions in excess of net income ( 513,056 ) ( 508,196 )

( 494,861 ) ( 508,196 )

Total equity 2,692,509 2,680,701

5 unchanged sentences

(Unaudited, in thousands, except per share data)

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

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

2021 2020 2021 2020

28 unchanged sentences

(Unaudited, in thousands)

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

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

2021 2020 2021 2020

30 unchanged sentences

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 — — — 2,864 — 2,864

Issuance of common stock 1 — — — — —

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

Net income — — — — 27,944 27,944

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

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

15 unchanged sentences

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

Common stock dividends ($ 0.215 per common share)

— — — — ( 64,340 ) ( 64,340 )

Equity based compensation expense — — 4,331 — — 4,331

Other comprehensive income — — — 2,125 — 2,125

Issuance of common stock 10 — — — — —

Share-based awards retained for taxes — — ( 96 ) — — ( 96 )

Net income — — — — 46,145 46,145

Ending balance, September 30, 2021 296,988 $ 2,970 $ 3,220,183 $ ( 17,588 ) $ ( 513,056 ) $ 2,692,509

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

3 unchanged sentences

(Unaudited, in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Operating activities:

28 unchanged sentences

Proceeds from unsecured notes 847,735 820,396

Repayment of borrowings under unsecured term loans ( 350,000 ) ( 182,479 )

Repayment of borrowings under unsecured term loans and notes ( 850,000 ) ( 183,151 )

Deferred financing and debt extinguishment costs ( 33,577 ) ( 17,994 )

17 unchanged sentences

(Unaudited, in thousands, except unit information)

September 30,

2021 December 31,

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

Land $ 1,736,876 $ 1,740,263

Buildings and improvements 8,507,220 8,423,298

10,244,096 10,163,561

10,258,876 10,163,561

Accumulated depreciation and amortization ( 2,785,227 ) ( 2,659,448 )

( 2,745,122 ) ( 2,659,448 )

Real estate, net 7,458,869 7,504,113

7,513,754 7,504,113

Cash and cash equivalents 387,185 358,661

394,130 358,661

Restricted cash 7,166 1,412

Marketable securities 20,769 19,548

18,188 19,548

Receivables, net 229,421 240,323

228,583 240,323

Deferred charges and prepaid expenses, net 147,014 139,260

139,974 139,260

Real estate assets held for sale 42,011 18,014

49,288 50,802

Other assets 48,665 50,802

Total assets $ 8,341,100 $ 8,332,133

Debt obligations, net $ 5,163,375 $ 5,167,330

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

Accounts payable, accrued expenses and other liabilities 495,229 494,116

483,791 494,116

Total liabilities 5,658,604 5,661,446

11 unchanged sentences

(Unaudited, in thousands, except per share data)

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

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

2021 2020 2021 2020

27 unchanged sentences

(Unaudited, in thousands)

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

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

2021 2020 2021 2020

27 unchanged sentences

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

Equity based compensation expense 3,468 — 3,468

Other comprehensive income — 2,864 2,864

Issuance of OP Units — — —

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

Net income 27,944 — 27,944

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

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

13 unchanged sentences

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

Distributions to partners ( 64,339 ) — ( 64,339 )

Equity based compensation expense 4,331 — 4,331

Other comprehensive income — 2,125 2,125

Issuance of OP Units — — —

Share-based awards retained for taxes ( 96 ) — ( 96 )

Net income 46,145 — 46,145

Ending balance, September 30, 2021 $ 2,700,085 $ ( 17,589 ) $ 2,682,496

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

2 unchanged sentences

(Unaudited, in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Operating activities:

28 unchanged sentences

Proceeds from unsecured notes 847,735 820,396

Repayment of borrowings under unsecured term loans ( 350,000 ) ( 182,479 )

Repayment of borrowings under unsecured term loans and notes ( 850,000 ) ( 183,151 )

Deferred financing and debt extinguishment costs ( 33,577 ) ( 17,994 )

24 unchanged sentences

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 June 30, 2021, the Company’s portfolio was comprised of 389 shopping centers (the “Portfolio”) totaling approximately 68 million square feet of GLA.

As of September 30, 2021, the Company’s portfolio was comprised of 386 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 June 30, 2021 and December 31, 2020.

Open tax years generally range from 2018 through 2020 but may vary by jurisdiction and issue.

14 unchanged sentences

Acquisition of Real Estate

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

During the nine months ended September 30, 2021, the Company acquired the following assets, in separate transactions:

Description (1)

11 unchanged sentences

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

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

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

Description (1)

1 unchanged sentence

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 six months ended June 30, 2021 and 2020, respectively, has been allocated as follows:

Six Months Ended June 30,

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

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

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

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

Nine Months Ended September 30,

Assets 2021 2020

8 unchanged sentences

Net assets acquired $ 66,716 $ 3,425

(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.

(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, 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 nine months ended September 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 nine months ended September 30, 2021 was 19.7 years.

Dispositions and Assets 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.

During the three months ended September 30, 2021, the Company disposed of three shopping centers, five partial shopping centers and one land parcel for aggregate net proceeds of $ 24.7 million resulting in aggregate gain of $ 11.1 million.

During the nine months ended September 30, 2021, the Company disposed of nine shopping centers, 14 partial shopping centers and one land parcel for aggregate net proceeds of $ 124.4 million resulting in aggregate

gain of $ 49.5 million and aggregate impairment of $ 1.5 million.

In addition, during the nine months ended September 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 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.

As of September 30, 2021, the Company had three properties 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 June 30, 2021 December 31, 2020

There were no liabilities associated with the properties classified as held for sale.

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

Assets September 30, 2021 December 31, 2020

Land $ 8,767 $ 5,447

4 unchanged sentences

Assets associated with real estate assets held for sale $ 42,011 $ 18,014

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.

There were no discontinued operations for the three and nine months ended September 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:

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Land $ 1,736,876 $ 1,740,263

8 unchanged sentences

Total $ 7,458,869 $ 7,504,113

(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.

(1) As of September 30, 2021 and December 31, 2020, Buildings and tenant improvements included accrued amounts, net of anticipated insurance proceeds, of $ 41.4 million and $ 33.0 million, respectively.

(2) As of September 30, 2021 and December 31, 2020, Lease intangibles consisted of $ 488.1 million and $ 509.3 million, respectively, of in-place leases and $ 53.3 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 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.

(3) As of September 30, 2021 and December 31, 2020, Accumulated depreciation and amortization included $ 489.0 million and $ 507.7 million, respectively, of accumulated amortization related to Lease intangibles.

In addition, as of September 30, 2021 and December 31, 2020, the Company had intangible liabilities relating to below-market leases of $ 334.6 million and $ 345.7 million, respectively, and accumulated accretion of $ 259.9 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 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.

Below-market lease accretion income, net of above-market lease amortization for the three months ended September 30, 2021 and 2020 was $ 2.8 million and $ 4.1 million, respectively.

Below-market lease accretion income, net of above-market lease amortization for the nine months ended September 30, 2021 and 2020 was $ 9.9 million and $ 12.4 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 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.

Amortization expense associated with in-place lease value for the three months ended September 30, 2021 and 2020 was $ 3.9 million and $ 4.5 million, respectively.

Amortization expense associated with in-place lease value for the nine months ended September 30, 2021 and 2020 was $ 11.8 million and $ 14.8 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 six months) $ ( 5,324 ) $ 6,621

2021 (remaining three months) $ ( 2,601 ) $ 3,222

2022 ( 9,071 ) 9,715

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 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

The Company did no t recognize any impairments during the three months ended September 30, 2021.

The Company recognized the following impairments during the nine months ended September 30, 2021:

Nine Months Ended September 30, 2021

Property Name (1)

5 unchanged sentences

(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

(2) The Company disposed of this property during the nine months ended September 30, 2021.

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

Three Months Ended September 30, 2020

Property Name (1)

Location GLA Impairment Charge

30th Street Plaza (2)

Canton, OH 145,935 $ 4,449

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

Chamberlain Plaza (2)

3 unchanged sentences

(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

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

Nine Months Ended September 30, 2020

Property Name (1)

Location GLA Impairment Charge

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

Spring Mall Greenfield, WI 45,920 4,584

18 unchanged sentences

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

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:

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

During the nine months ended September 30, 2021, interest rate swaps with a notional amount of $ 250.0 million expired and 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 September 30, 2021 and December 31, 2020 is as follows:

Number of Instruments Notional Amount

June 30, 2021 December 31, 2020 June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020 September 30, 2021 December 31, 2020

Interest Rate Swaps 4 7 $ 300,000 $ 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 June 30, 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 September 30, 2021 and December 31, 2020 is as follows:

Fair Value of Derivative Instruments

Interest rate swaps classified as:

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Gross derivative assets $ — $ —

1 unchanged sentence

Net derivative liabilities $ ( 17,586 ) $ ( 28,225 )

The gross derivative assets are included in Other assets and the gross derivative liabilities are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets.

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

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.

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 and six months ended June 30, 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 nine months ended September 30, 2021 and 2020 is as follows:

Derivatives in Cash Flow Hedging Relationships

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

(Interest Rate Swaps) Three Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

3 unchanged sentences

The Company estimates that $ 7.5 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 six months ended June 30, 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 nine months ended September 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 June 30, 2021 and December 31, 2020, the Company did not have any non-designated hedges.

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

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

Carrying Value as of

September 30,

2021 December 31,

8 unchanged sentences

Unsecured Credit Facility - Revolving Facility

$ — $ — N/A 2023

$ — $ — 1.19% 2023

Unsecured $ 350 Million Term Loan

8 unchanged sentences

$ 5,163,375 $ 5,167,330

(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.

(1) Stated interest rates as of September 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 3.56 % as of September 30, 2021.

(3) 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

In August 2021, the Operating Partnership issued $ 500.0 million aggregate principal amount of 2.500 % Senior Notes due 2031 (the “2031 Notes”) at 99.675 % of par.

The net proceeds from the issuance of the 2031 Notes were used, along with available cash, to redeem $ 500.0 million principal amount of the Operating Partnership’s 3.250 % Senior Notes due 2023 (the “2023 Notes”), representing all of the outstanding 2023 Notes.

The 2031 Notes bear interest at a rate of 2.500 % per annum, payable semi-annually on February 16 and August 16 of each year, commencing February 16, 2022.

The 2031 Notes will mature on August 16, 2031.

The Operating Partnership may redeem the 2031 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 2031 Notes.

If the 2031 Notes are redeemed on or after May 16, 2031 (three months prior to the maturity date), the redemption price will be equal to 100 % of the principal amount of the 2031 Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.

The 2031 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 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”).

4 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 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.

During the nine months ended September 30, 2021, as a result of the redemption of the 2023 Notes and repayment of the $350 Million Term Loan, the Company recognized a $ 28.3 million loss on extinguishment of debt.

extinguishment of debt includes $ 25.5 million of prepayment fees and $ 2.8 million of accelerated unamortized debt issuance costs and debt discounts.

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 June 30, 2021.

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

Debt Maturities

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:

As of September 30, 2021 and December 31, 2020, the Company had accrued interest of $ 46.0 million and $ 47.2 million outstanding, respectively.

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

Year ending December 31,

2021 (remaining six months) $ —

2021 (remaining three months) $ —

Thereafter 3,418,453

7 unchanged sentences

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:

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Value Carrying

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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 June 30, 2021

Fair Value Measurements as of September 30, 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 ) $ —

(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.

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

As of September 30, 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 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 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

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, 2021 and during the year ended December 31, 2020, excluding the properties sold prior to September 30, 2021 and December 31, 2020, respectively:

Fair Value Measurements as of September 30, 2021

Balance Quoted Prices in Active Markets for Identical Assets

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$ 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.

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

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

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

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

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.

The Company recognized $ 0.9 million and $ 0.6 million of income based on percentage rents for the three months ended September 30, 2021 and 2020, respectively.

The Company recognized $ 4.7 million and $ 3.6 million of income based on percentage rents for the nine months ended September 30, 2021 and 2020, respectively.

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

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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.

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

As a result, rental revenue recognition does not change, and Receivables, net increases for the deferred amount.

As a result, rental revenue recognition, including straight-line rental income recognition, does not change, and Receivables, net increases for the deferred amount.

• 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 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 and six months ended June 30, 2021 and 2020.

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

Three Months Ended

September 30, 2021 Three Months Ended

September 30, 2020

Deferrals Abatements Deferrals Abatements

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$ 3,847 $ 788 $ 20,641 $ 2,088

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

Nine Months Ended

September 30, 2021 Nine Months Ended

September 30, 2020

Deferrals Abatements Deferrals Abatements

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Ending balance, June 30, 2021 4,080

Deferred lease payments (not lease modifications) 2,942

Deferred lease payments deemed uncollectible 445

Deferred lease payments received ( 4,902 )

Ending balance, September 30, 2021 $ 2,565

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 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.

As of September 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 June 30, Six Months Ended June 30,

Three Months Ended

September 30, Nine Months Ended

September 30,

Supplemental Statements of Operations Information 2021 2020 2021 2020

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Total lease costs $ 1,477 $ 1,917 $ 4,727 $ 5,687

Six Months Ended June 30,

Nine Months Ended

September 30,

Supplemental Statements of Cash Flows Information 2021 2020

Operating cash outflows from operating leases $ 4,633 $ 5,286

ROU assets obtained in exchange for operating lease liabilities — 1,140

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

Operating Lease Liabilities As of

June 30, 2021

Operating Lease Liabilities As of September 30, 2021

Future minimum operating lease payments:

2021 (remaining six months) $ 2,989

2021 (remaining three months) $ 1,504

Thereafter 25,071

3 unchanged sentences

Supplemental Balance Sheets Information As of

June 30, 2021 As of

September 30, 2021 As of

December 31, 2020

3 unchanged sentences

$ 30,376 $ 34,006

(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.

(1) As of September 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 4.41 % 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 June 30, 2021, there were no material leases that have been executed but not yet commenced.

As of September 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 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.

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, 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 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.

During the nine months ended September 30, 2021, the Company did not repurchase any shares of common stock.

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.

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

During the nine months ended September 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 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.

During the nine months ended September 30, 2021, the Company declared common stock dividends and OP Unit distributions of $ 0.645 per share/unit.

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

In response to COVID-19, the Company suspended the dividend in the second and third quarters of 2020.

In the fourth quarter of 2020, the Company resumed the dividend at a rate of $ 0.215 per common share.

As of September 30, 2021 and December 31, 2020, the Company had declared but unpaid common stock dividends and OP Unit distributions of $ 66.6 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 six months ended June 30, 2021 and the year ended December 31, 2020, the Company granted RSUs to certain employees.

During the nine months ended September 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.

2 unchanged sentences

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 six months ended June 30, 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 nine months ended September 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 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:

For the market-based RSUs granted during the nine months ended September 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;

1 unchanged sentence

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 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.

During the three months ended September 30, 2021 and 2020, the Company recognized $ 4.3 million and $ 3.5 million of equity compensation expense, respectively, of which $ 0.3 million and $ 0.3 million was capitalized, respectively.

During the nine months ended September 30, 2021 and 2020, the Company recognized $ 11.7 million and $ 8.5 million of equity compensation expense, respectively, of which $ 0.8 million and $ 0.7 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 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.

As of September 30, 2021, the Company had $ 22.7 million of total unrecognized compensation expense related to unvested stock compensation, which is expected to be recognized over a weighted average period of approximately 2.2 years.

Earnings per Share

3 unchanged sentences

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 six months ended June 30, 2021 and 2020 (dollars in thousands, except per share data):

Ended June 30, Six Months

Ended June 30,

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

September 30, Nine

September 30,

2021 2020 2021 2020

19 unchanged sentences

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 six months ended June 30, 2021 and 2020 (dollars in thousands, except per unit data):

Ended June 30, Six Months

Ended June 30,

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, 2021 and 2020 (dollars in thousands, except per unit data):

September 30, Nine

September 30,

2021 2020 2021 2020

26 unchanged sentences

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 and six months ended June 30, 2021 and 2020, the Company did no t incur any material governmental fines resulting from environmental matters.

During the three and nine months ended September 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 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.

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

During the three and nine months ended September 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 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.

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

Based on this evaluation, there were no subsequent events from September 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