What changed in this filing

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Item 1. Financial Statements

2022-05-02 compared with 2021-11-01 · 176 added, 356 removed, 576 unchanged (48% of the section changed)

4 unchanged sentences

(Unaudited, in thousands, except share information)

September 30,

2022 December 31,

30 unchanged sentences

(Unaudited, in thousands, except per share data)

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

2021 2020 2021 2020

Three Months Ended March 31,

Rental income $ 298,362 $ 276,461

27 unchanged sentences

(Unaudited, in thousands)

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

2021 2020 2021 2020

Three Months Ended March 31,

Net income $ 79,506 $ 52,371

Other comprehensive income (loss)

Change in unrealized gain (loss) on interest rate swaps, net (Note 6) 2,141 2,928 10,639 ( 21,785 )

Change in unrealized gain (loss) on marketable securities ( 16 ) ( 64 ) ( 169 ) 131

Total other comprehensive income (loss) 2,125 2,864 10,470 ( 21,654 )

Change in unrealized gain on interest rate swaps, net (Note 6) 11,281 5,666

Change in unrealized loss on marketable securities ( 329 ) ( 94 )

Total other comprehensive income 10,952 5,572

Comprehensive income $ 90,458 $ 57,943

11 unchanged sentences

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

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

Issuance of common stock 242 2 — — — 2

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

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

Net income — — — — 59,781 59,781

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

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

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

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

Issuance of common stock 32 1 — — — 1

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

Net income — — — — 9,044 9,044

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

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

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

2 unchanged sentences

Net income — — — — 52,371 52,371

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

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

Beginning balance, January 1, 2022 297,210 $ 2,972 $ 3,231,732 $ ( 12,674 ) $ ( 503,684 ) $ 2,718,346

7 unchanged sentences

Ending balance, March 31, 2022 299,488 $ 2,995 $ 3,269,719 $ ( 1,722 ) $ ( 497,334 ) $ 2,773,658

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

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)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating activities:

24 unchanged sentences

Financing activities:

Repayment of secured debt obligations — ( 7,000 )

Repayment of borrowings under unsecured revolving credit facility ( 115,000 ) —

3 unchanged sentences

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

Proceeds from issuances of common shares 43,871 —

Distributions to common stockholders ( 73,095 ) ( 64,950 )

Repurchases of common shares — ( 25,007 )

Repurchases of common shares in conjunction with equity award plans ( 10,458 ) ( 5,113 )

Net cash provided by (used in) financing activities ( 234,490 ) 406,319

Net cash used in financing activities ( 194,682 ) ( 73,791 )

Net change in cash, cash equivalents and restricted cash ( 257,359 ) 2,597

12 unchanged sentences

(Unaudited, in thousands, except unit information)

September 30,

2022 December 31,

27 unchanged sentences

(Unaudited, in thousands, except per share data)

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

2021 2020 2021 2020

Three Months Ended March 31,

Rental income $ 298,362 $ 276,461

26 unchanged sentences

(Unaudited, in thousands)

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

2021 2020 2021 2020

Three Months Ended March 31,

Net income $ 79,506 $ 52,371

Other comprehensive income (loss)

Change in unrealized gain (loss) on interest rate swaps, net (Note 6) 2,141 2,928 10,639 ( 21,785 )

Change in unrealized gain (loss) on marketable securities ( 16 ) ( 64 ) ( 169 ) 131

Total other comprehensive income (loss) 2,125 2,864 10,470 ( 21,654 )

Change in unrealized gain on interest rate swaps, net (Note 6) 11,282 5,666

Change in unrealized loss on marketable securities ( 329 ) ( 94 )

Total other comprehensive income 10,953 5,572

Comprehensive income $ 90,459 $ 57,943

8 unchanged sentences

Equity based compensation expense 2,792 — 2,792

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

Issuance of OP Units 2 — 2

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

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

Net income 59,781 — 59,781

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

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

Equity based compensation expense 2,162 — 2,162

Other comprehensive loss — ( 819 ) ( 819 )

Issuance of OP Units 1 — 1

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

Net income 9,044 — 9,044

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

Equity based compensation expense 3,468 — 3,468

Other comprehensive income — 5,572 5,572

2 unchanged sentences

Net income 52,371 — 52,371

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

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

Beginning balance, January 1, 2022 $ 2,715,863 $ ( 12,675 ) $ 2,703,188

6 unchanged sentences

Ending balance, March 31, 2022 $ 2,768,852 $ ( 1,722 ) $ 2,767,130

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

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)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating activities:

24 unchanged sentences

Financing activities:

Repayment of secured debt obligations — ( 7,000 )

Repayment of borrowings under unsecured revolving credit facility ( 115,000 ) —

3 unchanged sentences

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

Proceeds from issuances of OP Units 43,871 —

Partner distributions and repurchases of OP Units ( 74,923 ) ( 70,063 )

Net cash provided by (used in) financing activities ( 234,489 ) 396,321

Net cash used in financing activities ( 186,052 ) ( 73,791 )

Net change in cash, cash equivalents and restricted cash ( 248,729 ) 2,597

20 unchanged sentences

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

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

As of September 30, 2021, the Company’s portfolio was comprised of 386 shopping centers (the “Portfolio”) totaling approximately 68 million square feet of GLA.

The Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis (collectively, the “Company” or “Brixmor”) owns and operates one of the largest publicly-traded 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, 2022, the Company’s portfolio was comprised of 380 shopping centers (the “Portfolio”) totaling approximately 67 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.

14 unchanged sentences

To qualify as a REIT, Brixmor Property Group Inc.

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

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

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

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

As a REIT, Brixmor Property Group Inc.

20 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 September 30, 2021 and December 31, 2020.

Open tax years generally range from 2018 through 2021 but may vary by jurisdiction and issue.

1 unchanged sentence

New Accounting Pronouncements

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

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

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

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

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

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

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

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

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

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

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

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

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

Acquisition of Real Estate

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

During the three months ended March 31, 2022, the Company acquired the following assets, in separate transactions:

Description (1)(2)

Location Month Acquired GLA Aggregate Purchase Price (3)

Brea Gateway Brea, CA Jan-22 181,819 $ 83,991

Land at Cobblestone Village St.

Augustine, FL Jan-22 N/A 1,661

Arboretum Village Dallas, TX Jan-22 95,354 46,330

Ravinia Plaza Orland Park, IL Feb-22 101,800 26,160

Adjustments related to previously acquired assets Various Various N/A 50

378,973 $ 158,192

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

(2) In addition, during the three months ended March 31, 2022, the Company funded $ 6.1 million of deposits on assets that are under contract to be acquired.

(3) Aggregate purchase price includes $ 0.8 million of transaction costs, offset by $ 2.0 million of closing credits.

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

Description (1)

Location Month Acquired GLA Aggregate Purchase Price (2)

Land at Ellisville Square (3)

3 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

5,040 $ 3,779

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

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

Description (1)

Location Month Acquired GLA Aggregate Purchase Price (2)

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

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

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

(2) Aggregate purchase price includes $ 0.2 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

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

The aggregate purchase price of the assets acquired during the three months ended March 31, 2022 and 2021, respectively, has been allocated as follows:

Three Months Ended March 31,

Land $ 44,600 $ 2,738

5 unchanged sentences

Below-market leases (4)

Other liabilities 1,826 —

Total liabilities 13,070 —

Net assets acquired $ 158,192 $ 3,779

(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.

(1) In addition, during the three months ended March 31, 2022, the Company funded $ 6.1 million of deposits on assets that are under contract to be acquired.

(2) The weighted average amortization period at the time of acquisition for above-market leases related to assets acquired during the three months ended March 31, 2022 was 6.4 years.

(3) The weighted average amortization period at the time of acquisition for in-place leases related to assets acquired during the three months ended March 31, 2022 was 12.2 years.

(4) The weighted average amortization period at the time of acquisition for below-market leases related to assets acquired during the three months ended March 31, 2022 was 19.8 years.

Dispositions and Assets 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.

During the three months ended March 31, 2022, the Company disposed of five shopping centers and one partial shopping center for aggregate net proceeds of $ 58.9 million, resulting in aggregate gain of $ 21.8 million and aggregate impairment of $ 1.1 million.

In addition, during the three months ended March 31, 2022, the Company resolved contingencies related to previously disposed assets, resulting in net gain of $ 0.1 million.

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.

As of March 31, 2022, the Company had three properties and two partial properties held for sale.

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

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

Assets March 31, 2022 December 31, 2021

Land $ 4,980 $ 4,339

4 unchanged sentences

Assets associated with real estate assets held for sale $ 24,398 $ 16,131

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.

There were no discontinued operations for the three months ended March 31, 2022 and 2021 as none of the dispositions represented a strategic shift in the Company’s business that would qualify as discontinued operations.

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

September 30, 2021 December 31, 2020

March 31, 2022 December 31, 2021

Land $ 1,807,111 $ 1,773,448

1 unchanged sentence

Buildings and tenant improvements 8,220,958 8,110,742

7,965,787 7,856,850

Lease intangibles (1)

4 unchanged sentences

Total $ 7,725,091 $ 7,615,085

(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.

(1) As of March 31, 2022 and December 31, 2021, Lease intangibles consisted of $ 492.3 million and $ 491.0 million, respectively, of in-place leases and $ 52.5 million and $ 53.2 million, respectively, of above-market leases.

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

(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.

(2) As of March 31, 2022 and December 31, 2021, Accumulated depreciation and amortization included $ 473.5 million and $ 480.9 million, respectively, of accumulated amortization related to Lease intangibles.

In addition, as of March 31, 2022 and December 31, 2021, the Company had intangible liabilities relating to below-market leases of $ 341.6 million and $ 337.1 million, respectively, and accumulated accretion of $ 252.8 million and $ 256.2 million, respectively.

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

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

Below-market lease accretion income, net of above-market lease amortization for the three months ended September 30, 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.

Below-market lease accretion income, net of above-market lease amortization for the three months ended March 31, 2022 and 2021 was $ 3.0 million and $ 2.9 million, respectively.

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

Amortization expense associated with in-place lease value for the three months ended September 30, 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.

Amortization expense associated with in-place lease value for the three months ended March 31, 2022 and 2021 was $ 4.1 million and $ 3.6 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 three months) $ ( 2,601 ) $ 3,222

2022 ( 9,071 ) 9,715

2022 (remaining nine months) $ ( 7,754 ) $ 10,843

2023 ( 9,330 ) 11,763

1 unchanged sentence

2025 ( 7,350 ) 6,664

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

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

The Company 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)

Location GLA Impairment Charge

Albany Plaza (2)

Albany, GA 114,169 $ 1,467

Erie Canal Centre DeWitt, NY 123,404 431

2026 ( 6,453 ) 5,142

(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 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

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

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

The Company recognized the following impairments during the three months ended March 31, 2022:

Three Months Ended March 31, 2022

Property Name (1)

Location GLA Impairment Charge

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

Chamberlain Plaza (2)

Meriden, CT 54,302 25

Torrington Plaza (2)

Torrington, CT 125,496 $ 3,502

New Garden Center (3)

Kennett Square, PA 147,370 1,088

272,866 $ 4,590

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

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

Nine Months Ended September 30, 2020

(2) This property was classified as held for sale as of March 31, 2022.

(3) The Company disposed of this property during the three months ended March 31, 2022.

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

Three Months Ended March 31, 2021

Property Name (1)

Location GLA Impairment Charge

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

Spring Mall Greenfield, WI 45,920 4,584

30th Street Plaza (2)

Canton, OH 145,935 4,449

Chamberlain Plaza (2)

Meriden, CT 54,302 1,538

Parcel at Lakes Crossing (3)

Muskegon, MI 4,990 14

Albany Plaza (2)

Albany, GA 114,169 $ 1,467

114,169 $ 1,467

(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.

(2) The Company disposed of this property during the year ended December 31, 2021.

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

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

6 unchanged sentences

Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchanging the underlying notional amount.

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

During the nine months ended September 30, 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:

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

During the three months ended March 31, 2022 and year ended December 31, 2021, the Company did no t enter into any new interest rate swap agreements.

During the year ended December 31, 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 March 31, 2022 and December 31, 2021 is as follows:

Number of Instruments Notional Amount

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

March 31, 2022 December 31, 2021 March 31, 2022 December 31, 2021

Interest Rate Swaps 4 4 $ 300,000 $ 300,000

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

Detail on the fair value of the Company’s interest rate derivatives on a gross and net basis as of September 30, 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 March 31, 2022 and December 31, 2021 is as follows:

Fair Value of Derivative Instruments

Interest rate swaps classified as:

September 30, 2021 December 31, 2020

March 31, 2022 December 31, 2021

Gross derivative assets $ — $ —

1 unchanged sentence

Net derivative liabilities $ ( 1,304 ) $ ( 12,585 )

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

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.

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.

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 analyses, on the expected cash flows of each derivative.

These analyses reflect the contractual terms of the derivative, including the period to maturity, and use observable market-based inputs, including interest rate curves and implied volatilities.

These inputs are classified as Level 2 of the fair value hierarchy.

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

The effective portion of the Company’s interest rate swaps that was recognized on the Company’s unaudited Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 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 months ended March 31, 2022 and 2021 is as follows:

Derivatives in Cash Flow Hedging Relationships

(Interest Rate Swaps) Three Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

Change in unrealized gain (loss) on interest rate swaps $ ( 198 ) $ ( 133 ) $ 2,076 $ ( 27,144 )

(Interest Rate Swaps) Three Months Ended March 31,

Change in unrealized gain on interest rate swaps $ 9,434 $ 2,599

Amortization of interest rate swaps to interest expense 1,847 3,067

Change in unrealized gain (loss) on interest rate swaps, net $ 2,141 $ 2,928 $ 10,639 $ ( 21,785 )

Change in unrealized gain on interest rate swaps, net $ 11,281 $ 5,666

The Company estimates that $ 2.5 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 nine months ended September 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 months ended March 31, 2022 and 2021.

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

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

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

As of March 31, 2022 and December 31, 2021, the Company did not have any non-designated hedges.

Credit-risk-related Contingent Features

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Debt Obligations

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

As of March 31, 2022 and December 31, 2021, the Company had the following indebtedness outstanding:

Carrying Value as of

September 30,

2022 December 31,

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Unsecured $ 300 Million Term Loan (3)

— 350,000 N/A N/A

Unsecured $ 300 Million Term Loan (3)

300,000 300,000 1.48 % 2024

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$ 5,010,568 $ 5,164,518

(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.

(1) Stated interest rates as of March 31, 2022 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 3.69 % as of March 31, 2022.

(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.

2022 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”).

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

The 2028 Notes will mature on April 1, 2028.

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

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

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

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.

During the three months ended March 31, 2022, the Operating Partnership repaid $ 250.0 million principal amount of its Floating Rate Senior Notes due 2022 (the “2022 Notes”), representing all of the outstanding 2022 Notes, with available cash on hand.

In addition, during the three months ended March 31, 2022, the Operating Partnership borrowed $ 95.0 million, net of repayments, under its $ 1.25 billion revolving credit facility (the “Revolving Facility”), the proceeds of which were used for general corporate purposes, including $ 99.3 million of acquisitions, net of dispositions.

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

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

The Company was in compliance with these covenants as of March 31, 2022.

Debt Maturities

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:

As of March 31, 2022 and December 31, 2021, the Company had accrued interest of $ 44.1 million and $ 46.3 million outstanding, respectively.

As of March 31, 2022, scheduled maturities of the Company’s outstanding debt obligations were as follows:

Year ending December 31,

2021 (remaining three months) $ —

2022 (remaining nine months) $ —

Thereafter 2,810,911

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Total debt obligations, net $ 5,010,568

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 and cash equivalents to satisfy these scheduled debt maturities.

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

See Note 17 - Subsequent Events for information regarding the amendment to the Revolving Facility, which occurred subsequent to March 31, 2022.

Fair Value Disclosures

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

September 30, 2021 December 31, 2020

March 31, 2022 December 31, 2021

Value Carrying

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

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

based on the lowest level input that is significant to the fair value measurement in its entirety.

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

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

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

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

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

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

Fair Value Measurements as of September 30, 2021

Fair Value Measurements as of March 31, 2022

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

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Interest rate derivatives $ ( 12,585 ) $ — $ ( 12,585 ) $ —

(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.

(1) As of March 31, 2022 and December 31, 2021, marketable securities included $ 0.4 million and $ 0.1 million of net unrealized losses, respectively.

As of March 31, 2022, the contractual maturities of the Company’s marketable securities are within the next five years.

Non-Recurring Fair Value

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

Fair value is determined by offers from third-party buyers, market comparable data, third party appraisals, or discounted cash flow analyses.

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

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

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

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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 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

(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

The table includes information related to properties that were remeasured to fair value as a result of impairment testing during the three months ended March 31, 2022, excluding the properties sold prior to March 31, 2022.

During the year ended December 31, 2021, no properties were remeasured to fair value as a result of impairment testing that were not sold prior to December 31, 2021.

Fair Value Measurements as of March 31, 2022

Balance Quoted Prices in Active Markets for Identical Assets

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$ 8,695 $ — $ — $ 8,695 $ 3,502

(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.

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

(i) $ 14.0 million related to Northmall Centre;

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

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

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

(1) Excludes properties disposed of prior to March 31, 2022.

(2) The carrying value of the property remeasured to fair value based upon offers from third-party buyers during the three months ended March 31, 2022 is $ 8.7 million related to Torrington Plaza.

Revenue Recognition

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These renewal options range from as little as one month to five or more years.

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

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

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.

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

Additionally, certain leases may require variable lease payments associated with percentage rents, which are recognized upon the achievement of certain predetermined sales thresholds.

The Company recognized $ 3.4 million and $ 2.3 million of income based on percentage rents for the three months ended March 31, 2022 and 2021, 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, 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.

Due to the number of lease contracts that would require analysis to determine, on a lease by lease basis, whether such a concession is required to be accounted for as a lease modification, the FASB issued a Staff Q&A on accounting for leases during the COVID-19 pandemic, focused on the application of lease guidance in ASC 842.

The Q&A states that it would be acceptable to make a policy election regarding rent concessions resulting from COVID-19, which would not require entities to account for the rent concessions as lease modifications or to determine whether rent concessions were contractually obligated in each original lease.

Rent abatements would be recognized as reductions to revenue during the period in which they were granted.

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.

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

• The Company accounts for COVID-19 rent deferrals and abatements that significantly increase the consideration due under the lease as lease modifications in accordance with ASC 842.

As a result, rental revenue recognition is reduced by the amount of the deferral or abatement in the period it was granted and straight-line rental income recognition is updated over the remaining lease term.

• 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, 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 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

September 30, 2021 Three Months Ended

September 30, 2020

Deferrals Abatements Deferrals Abatements

Lease payments (lease modifications) $ 905 $ 174 $ 1,991 $ 1,686

Lease payments (not lease modifications) 2,942 614 18,650 402

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

Nine Months Ended

September 30, 2021 Nine Months Ended

September 30, 2020

Deferrals Abatements Deferrals Abatements

Lease payments (lease modifications) $ 1,930 $ 1,758 $ 2,735 $ 1,893

Lease payments (not lease modifications) 11,791 3,587 32,815 438

$ 13,721 $ 5,345 $ 35,550 $ 2,331

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:

COVID-19 Deferred Receivable

Beginning balance, December 31, 2020 $ 15,359

Deferred lease payments (not lease modifications) 6,185

Deferred lease payments deemed uncollectible ( 1,760 )

Deferred lease payments received ( 10,416 )

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

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.

The agreements range in term from less than one year to 50 or more years, with certain agreements containing renewal options for up to an additional 100 years.

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

As of September 30, 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.

Upon lease execution, the Company recognizes an operating lease right-of-use (“ROU”) asset and an operating lease liability based on the present value of the minimum lease payments over the non-cancelable lease term.

As of March 31, 2022, the Company is not including any prospective renewal or termination options in its ROU assets or lease liabilities, as the exercise of such options is not reasonably certain.

Certain agreements require the Company to pay a portion of property operating expenses, including common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of the properties.

These payments are not included in the calculation of the lease liability and are presented as variable lease costs.

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

Three Months Ended

September 30, Nine Months Ended

September 30,

Three Months Ended March 31,

Supplemental Statements of Operations Information 2022 2021

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Total lease costs $ 1,518 $ 1,734

Nine Months Ended

September 30,

Three Months Ended March 31,

Supplemental Statements of Cash Flows Information 2022 2021

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ROU assets obtained in exchange for operating lease liabilities 112 —

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

Operating Lease Liabilities As of September 30, 2021

Operating Lease Liabilities As of

March 31, 2022

Future minimum operating lease payments:

2021 (remaining three months) $ 1,504

2022 (remaining nine months) $ 4,459

Thereafter 21,644

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Supplemental Balance Sheets Information As of

September 30, 2021 As of

December 31, 2020

March 31, 2022 As of December 31, 2021

Operating lease liabilities (1)(2)

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28,374 29,325

(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.

(1) As of March 31, 2022 and December 31, 2021, the weighted average remaining lease term was 13.0 years and 12.7 years, respectively, and the weighted average discount rate was 4.43 % and 4.41 %, respectively.

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

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

As of September 30, 2021, there were no material leases that have been executed but not yet commenced.

As of March 31, 2022, there were no material leases that have been executed but not yet commenced.

Equity and Capital

In January 2020, the Company established an at-the-market equity offering program (the “ATM Program”) through which the Company may sell from time to time up to an aggregate of $ 400.0 million of its common stock through sales agents over a three -year period.

In January 2020, the Company established an at-the-market equity offering program (the “ATM Program”) through which the Company may sell, from time to time, up to an aggregate of $ 400.0 million of its common stock through sales agents.

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

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

As of September 30, 2021, no shares have been issued under the ATM Program, and as a result, $ 400.0 million of common stock remained available for issuance.

During the three months ended March 31, 2022, the Company issued 1.7 million shares of common stock under the ATM Program at an average price per share of $ 25.49 for total gross proceeds of $ 44.4 million, excluding commissions.

The Company incurred commissions of $ 0.6 million in conjunction with the ATM Program for the three months ended March 31, 2022.

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

As of March 31, 2022, $ 350.4 million of common stock remained available for issuance under the ATM Program.

Share Repurchase Program

In January 2020, the Company established a new share repurchase program (the “Program”) for up to $ 400.0 million of the Company’s common stock.

In January 2020, the Company established a share repurchase program (the “Program”) for up to $ 400.0 million of its common stock.

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

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

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.

During the three months ended March 31, 2022 and 2021, the Company did not repurchase any shares of common stock.

As of March 31, 2022, the Program had $ 375.0 million of available repurchase capacity.

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

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

During the three months ended March 31, 2022 and 2021, the Company withheld 0.4 million and 0.3 million shares of its common stock, respectively.

Dividends and Distributions

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.

During the three months ended March 31, 2022 and 2021, the board of directors declared common stock dividends and OP Unit distributions of $ 0.240 per share/unit and $ 0.215 per share/unit, respectively.

As of March 31, 2022 and December 31, 2021, the Company had declared but unpaid common stock dividends and OP Unit distributions of $ 74.5 million and $ 74.4 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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During the year ended December 31, 2013, the board of directors approved the 2013 Omnibus Incentive Plan (the “Plan”).

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

During the nine months ended September 30, 2021 and the year ended December 31, 2020, the Company granted RSUs to certain employees.

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, RSUs, OP Units, performance awards, and other stock-based awards.

During the three months ended March 31, 2022 and the year ended December 31, 2021, the Company granted RSUs to certain employees.

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

Certain tranches are also subject to performance-based or market-based criteria, which contain a threshold, target, above target, and maximum number of units which can be earned.

Certain tranches are also subject to performance-based or market-based criteria, which contain a threshold, target, above target, and maximum number of units that can be earned.

The number of units actually earned for each tranche is determined based on performance during a specified performance period.

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 nine months ended September 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 0.7 million and 1.0 million for the three months ended March 31, 2022 and the year ended December 31, 2021, respectively, with vesting periods ranging from one to five years .

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

For the market-based RSUs granted during the nine months ended September 30, 2021 and the year ended December 31, 2020, the Company calculated the grant date fair values per unit using a Monte Carlo simulation based on the probability of satisfying the market performance hurdles over the remainder of the performance period based on the Company’s historical common stock performance relative to the other

companies within the FTSE NAREIT Equity Shopping Centers Index as well as the following significant assumptions:

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

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

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

During the three months ended 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.

For the market-based RSUs granted, fair value is based on a Monte Carlo simulation model that assesses 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:

Assumption Three Months Ended March 31, 2022 Year Ended,

December 31, 2021

Volatility 27.0 % - 51.0 %

50.0 % - 64.0 %

Weighted average risk-free interest rate 1.08 % - 1.39 %

0.11 % - 0.18 %

Weighted average common stock dividend yield 3.8 % - 4.6 %

4.1 % - 5.8 %

During the three months ended March 31, 2022 and 2021, the Company recognized $ 4.6 million and $ 2.8 million of equity compensation expense, respectively, of which $ 0.3 million and $ 0.2 million was capitalized, respectively.

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

As of September 30, 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.

As of March 31, 2022, the Company had $ 34.9 million of total unrecognized compensation expense related to unvested stock compensation, which is expected to be recognized over a weighted average period of approximately 2.5 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 nine months ended September 30, 2021 and 2020 (dollars in thousands, except per share data):

September 30, Nine

September 30,

2021 2020 2021 2020

The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three months ended March 31, 2022 and 2021 (dollars in thousands, except per share data):

Three Months Ended March 31,

Computation of Basic Earnings Per Share:

18 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 nine months ended September 30, 2021 and 2020 (dollars in thousands, except per unit data):

September 30, Nine

September 30,

2021 2020 2021 2020

The following table provides a reconciliation of the numerator and denominator of the earnings per unit calculations for the three months ended March 31, 2022 and 2021 (dollars in thousands, except per unit data):

Three Months Ended March 31,

Computation of Basic Earnings Per Unit:

15 unchanged sentences

Legal Matters

Except as described below, the Company is not presently involved in any material litigation arising outside the ordinary course of business.

The Company is not presently involved in any material litigation arising outside the ordinary course of business.

However, the Company is involved in routine litigation arising in the ordinary course of business, none of which the Company believes, individually or in the aggregate, taking into account existing reserves, will have a material impact on the Company’s financial condition, operating results, or cash flows.

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.

Environmental Matters

Under various federal, state and local laws, ordinances and regulations, the Company may be or become liable for the costs of removal or remediation of certain hazardous or toxic substances released on or in the Company’s property or disposed of by the Company or its tenants, as well as certain other potential costs which could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property).

Under various federal, state, and local laws, ordinances, and regulations, the Company may be or become liable for the costs of removal or remediation of certain hazardous or toxic substances released on or in the Company’s property or disposed of by the Company or its tenants, as well as certain other potential costs that could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property).

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

During the three months ended March 31, 2022 and 2021, the Company did no t incur any material governmental fines resulting from environmental matters.

Related-Party Transactions

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

As of September 30, 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.

As of March 31, 2022 and December 31, 2021, there were no material receivables from or payables to related parties.

During the three months ended March 31, 2022 and 2021, the Company did no t engage in any material related-party transactions.

Subsequent Events

In preparing the unaudited Condensed Consolidated Financial Statements, the Company has evaluated events and transactions occurring after September 30, 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.

In preparing the unaudited Condensed Consolidated Financial Statements, the Company has evaluated events and transactions occurring after March 31, 2022 for recognition and/or disclosure purposes.

Based on this evaluation, there were no subsequent events from March 31, 2022 through the date the financial statements were issued other than the following:

• On April 28, 2022, the Operating Partnership amended and restated its Unsecured Credit Facility and $ 300 Million Term Loan.

The amendments provide for (i) revolving loan commitments of $ 1.25 billion (the “Revolving Facility”) scheduled to mature on June 30, 2026 (extending the applicable scheduled maturity date from February 28, 2023);

and (ii) a continuation of the existing $ 300 Million Term Loan scheduled to mature on July 26, 2027 (extending the applicable scheduled maturity date from July 26, 2024) and a new $ 200.0 million delayed draw term loan, maturing on July 26, 2027 (together, the “Term Loan Facility”).

The Revolving Facility includes two six -month maturity extension options, the exercise of which is subject to customary conditions and the payment of a fee on the extended commitments.

In addition, the floating reference rate under the Revolving Facility and Term Loan Facility has been amended from LIBOR to SOFR.

As of the date the financial statements were issued, the Operating Partnership has not drawn any amounts under its delayed draw term loan.

As a result of the amendment, the total capacity under the Operating Partnership’s unsecured credit facilities increased from $ 1.55 billion to $ 1.75 billion.

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