What changed in this filing

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Item 1. Financial Statements

2022-08-01 compared with 2022-05-02 · 193 added, 127 removed, 625 unchanged (34% of the section changed)

27 unchanged sentences

Additional paid-in capital 3,279,775 3,231,732

Accumulated other comprehensive loss ( 1,722 ) ( 12,674 )

Accumulated other comprehensive income (loss) 2,298 ( 12,674 )

Distributions in excess of net income ( 482,077 ) ( 503,684 )

6 unchanged sentences

(Unaudited, in thousands, except per share data)

Three Months Ended March 31,

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

2022 2021 2022 2021

Rental income $ 305,898 $ 286,933 $ 604,260 $ 563,394

27 unchanged sentences

(Unaudited, in thousands)

Three Months Ended March 31,

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

2022 2021 2022 2021

Net income $ 87,791 $ 90,428 $ 167,297 $ 142,799

21 unchanged sentences

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

Common stock dividends ($ 0.215 per common share)

— — — — ( 64,344 ) ( 64,344 )

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

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

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

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

Net income — — — — 90,428 90,428

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

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 ($ 0.240 per common share)

— — — — ( 72,534 ) ( 72,534 )

Equity based compensation expense — — 6,500 — — 6,500

Other comprehensive income — — — 4,020 — 4,020

Issuance of common stock 181 2 3,558 — — 3,560

Share-based awards retained for taxes — — ( 2 ) — — ( 2 )

Net income — — — — 87,791 87,791

Ending balance, June 30, 2022 299,669 $ 2,997 $ 3,279,775 $ 2,298 $ ( 482,077 ) $ 2,802,993

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

3 unchanged sentences

(Unaudited, in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Operating activities:

69 unchanged sentences

2,800,506 2,715,863

Accumulated other comprehensive loss ( 1,722 ) ( 12,675 )

Accumulated other comprehensive income (loss) 2,298 ( 12,675 )

Total capital 2,802,804 2,703,188

4 unchanged sentences

(Unaudited, in thousands, except per share data)

Three Months Ended March 31,

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

2022 2021 2022 2021

Rental income $ 305,898 $ 286,933 $ 604,260 $ 563,394

26 unchanged sentences

(Unaudited, in thousands)

Three Months Ended March 31,

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

2022 2021 2022 2021

Net income $ 87,791 $ 90,428 $ 167,297 $ 142,799

18 unchanged sentences

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

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

Equity based compensation expense 4,543 — 4,543

Other comprehensive income — 2,773 2,773

Issuance of OP Units — — —

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

Net income 90,428 — 90,428

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

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 ( 66,195 ) — ( 66,195 )

Equity based compensation expense 6,500 — 6,500

Other comprehensive income — 4,020 4,020

Issuance of OP Units 3,560 — 3,560

Share-based awards retained for taxes ( 2 ) — ( 2 )

Net income 87,791 — 87,791

Ending balance, June 30, 2022 $ 2,800,506 $ 2,298 $ 2,802,804

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

2 unchanged sentences

(Unaudited, in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Operating activities:

55 unchanged sentences

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.

As of June 30, 2022, the Company’s portfolio was comprised of 379 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.

38 unchanged sentences

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

The Company has considered the tax positions taken for the open tax years and has concluded that no provision for income taxes related to uncertain tax positions is required in the Company’s unaudited Condensed Consolidated Financial Statements as of March 31, 2022 and December 31, 2021.

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

3 unchanged sentences

Acquisition of Real Estate

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

During the six months ended June 30, 2022, the Company acquired the following assets, in separate transactions:

Description (1)

5 unchanged sentences

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

Elmhurst Crossing Elmhurst, IL Apr-22 347,503 75,096

North Riverside Plaza Berwyn, IL Apr-22 383,884 60,114

West U Marketplace Houston, TX Apr-22 60,136 33,741

Waterford Commons - Ruby Tuesday Waterford, CT May-22 6,781 1,574

Lake Pointe Village Sugarland, TX Jun-22 162,263 80,971

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

1 unchanged sentence

(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.

(2) Aggregate purchase price includes $ 2.0 million of transaction costs, offset by $ 2.9 million of closing credits.

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

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

Description (1)

5 unchanged sentences

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

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

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

378,404 $ 66,716

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

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

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

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

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,

The aggregate purchase price of the assets acquired during the six months ended June 30, 2022 and 2021, respectively, has been allocated as follows:

Six Months Ended June 30,

Assets 2022 2021

Land $ 84,361 $ 17,669

5 unchanged sentences

Below-market leases (3)

$ 30,748 $ 1,835

Other liabilities 1,826 —

1 unchanged sentence

Net assets acquired $ 409,688 $ 66,716

(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.

(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, 2022 was 6.5 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, 2022 was 12.1 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, 2022 was 20.1 years.

Dispositions and Assets 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.

During the three months ended June 30, 2022, the Company disposed of five shopping centers and three partial shopping centers for aggregate net proceeds of $ 81.1 million, resulting in aggregate gain of $ 23.0 million and aggregate impairment of less than $ 0.1 million.

During the six months ended June 30, 2022, the Company disposed of ten shopping centers and four partial shopping centers for aggregate net proceeds of $ 140.0 million, resulting in aggregate gain of $ 44.8 million and aggregate impairment of $ 4.6 million.

In addition, during the six months ended June 30, 2022, the Company resolved contingencies related to previously disposed assets, resulting in net gain of $ 0.1 million.

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.

As of June 30, 2022, the Company had three properties and one partial property 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 March 31, 2022 December 31, 2021

Assets June 30, 2022 December 31, 2021

Land $ 4,857 $ 4,339

4 unchanged sentences

Assets associated with real estate assets held for sale $ 23,201 $ 16,131

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.

Below-market leases $ 28 $ —

Other liabilities — —

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

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

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

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Land $ 1,834,558 $ 1,773,448

7 unchanged sentences

Total $ 7,942,345 $ 7,615,085

(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.

(1) As of June 30, 2022 and December 31, 2021, Lease intangibles consisted of $ 505.1 million and $ 491.0 million, respectively, of in-place leases and $ 52.4 million and $ 53.2 million, respectively, of above-market leases.

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

(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.

(2) As of June 30, 2022 and December 31, 2021, Accumulated depreciation and amortization included $ 469.3 million and $ 480.9 million, respectively, of accumulated amortization related to Lease intangibles.

In addition, as of June 30, 2022 and December 31, 2021, the Company had intangible liabilities relating to below-market leases of $ 356.5 million and $ 337.1 million, respectively, and accumulated accretion of $ 252.7 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 March 31, 2022 and 2021 was $ 3.0 million and $ 2.9 million, respectively.

Below-market lease accretion income, net of above-market lease amortization for the three months ended June 30, 2022 and 2021 was $ 3.0 million and $ 4.2 million, respectively.

Below-market lease accretion income, net of above-market lease amortization for the six months ended June 30, 2022 and 2021 was $ 5.9 million and $ 7.1 million, respectively.

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

Amortization expense associated with in-place lease value for the three months ended March 31, 2022 and 2021 was $ 4.1 million and $ 3.6 million, respectively.

Amortization expense associated with in-place lease value for the three months ended June 30, 2022 and 2021 was $ 4.8 million and $ 4.2 million, respectively.

Amortization expense associated with in-place lease value for the six months ended June 30, 2022 and 2021 was $ 8.9 million and $ 7.8 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

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

2022 (remaining six months) $ ( 5,772 ) $ 9,588

2023 ( 10,662 ) 15,591

4 unchanged sentences

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

The Company recognized the following impairment during the three months ended June 30, 2022:

Three Months Ended June 30, 2022

Property Name (1)

2 unchanged sentences

Torrington, CT 125,496 $ 7

(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 three months ended June 30, 2022.

The Company recognized the following impairments during the six months ended June 30, 2022:

Six Months Ended June 30, 2022

Property Name (1)

Location GLA Impairment Charge

Torrington Plaza (2)

Torrington, CT 125,496 $ 3,509

New Garden Center (2)

2 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) 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

(2) The Company disposed of this property during the six months ended June 30, 2022.

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 (2)

DeWitt, NY 123,404 $ 431

123,404 $ 431

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

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

Six Months Ended June 30, 2021

Property Name (1)

Location GLA Impairment Charge

Albany Plaza (2)

Albany, GA 114,169 $ 1,467

Erie Canal Centre (2)

DeWitt, NY 123,404 431

237,573 $ 1,898

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

8 unchanged sentences

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 six months ended June 30, 2022 and the 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:

During the six months ended June 30, 2022, the Company amended its interest rate swap agreements, contemporaneous with a modification of the Company's unsecured credit facility agreements, to facilitate reference rate form, converting all outstanding swaps from the London Interbank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”).

As a result of these amendments, the Company has elected to apply additional expedients within Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848) related to contract modifications, changes in critical terms, and updates to the designated hedged risk(s) as qualifying changes have been made to applicable debt and derivative contracts.

Detail on the Company’s interest rate derivatives designated as cash flow hedges outstanding as of June 30, 2022 and December 31, 2021 is as follows:

Number of Instruments Notional Amount

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

June 30, 2022 December 31, 2021 June 30, 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 March 31, 2022 and December 31, 2021 is as follows:

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

Fair Value of Derivative Instruments

Interest rate swaps classified as:

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Gross derivative assets $ 2,796 $ —

2 unchanged sentences

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.

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.

2 unchanged sentences

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

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

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

Derivatives in Cash Flow Hedging Relationships

(Interest Rate Swaps) Three Months Ended March 31,

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

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

2022 2021 2022 2021

Change in unrealized gain (loss) on interest rate swaps $ 2,727 $ ( 325 ) $ 12,161 $ 2,274

Amortization of interest rate swaps to interest expense 1,373 3,157 3,220 6,224

Change in unrealized gain on interest rate swaps, net $ 4,100 $ 2,832 $ 15,381 $ 8,498

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 months ended March 31, 2022 and 2021.

The Company estimates that $ 1.4 million will be reclassified from accumulated other comprehensive income (loss) as a decrease 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, 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 March 31, 2022 and December 31, 2021, the Company did not have any non-designated hedges.

As of June 30, 2022 and December 31, 2021, the Company did not have any non-designated hedges.

Credit-risk-related Contingent Features

2 unchanged sentences

Debt Obligations

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

As of June 30, 2022 and December 31, 2021, the Company had the following indebtedness outstanding:

Carrying Value as of

7 unchanged sentences

$ 4,619,076 $ 4,868,191

Unsecured Credit Facility and term loans

Unsecured Credit Facility - Revolving Facility

Unsecured Credit Facility

Revolving Facility

$ 240,000 $ — 2.64 % 2026

Unsecured $ 300 Million Term Loan (3)

Term Loan Facility (3)

300,000 300,000 2.78 % 2027

5 unchanged sentences

$ 5,148,480 $ 5,164,518

(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.

(1) Stated interest rates as of June 30, 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 June 30, 2022.

(3) Effective June 1, 2022, the Company has in place four interest rate swap agreements that convert the variable interest rate on the $ 300 million outstanding under the Term Loan Facility (as defined below) to a fixed, combined interest rate of 2.59 % (plus a spread of 119 basis points) through July 26, 2024.

2022 Debt Transactions

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.

In April 2022, the Operating Partnership amended and restated its unsecured credit facility agreements (the "Unsecured Credit Facility").

The amendment provides 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 Unsecured Credit Facility has been amended from LIBOR to SOFR.

During the six months ended June 30, 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 six months ended June 30, 2022, the Operating Partnership borrowed $ 240.0 million, net of repayments, under its $ 1.25 billion Revolving Facility, the proceeds of which were used for general corporate purposes, including $ 269.7 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 March 31, 2022.

The Company was in compliance with these covenants as of June 30, 2022.

Debt Maturities

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:

As of June 30, 2022 and December 31, 2021, the Company had accrued interest of $ 45.8 million and $ 46.3 million outstanding, respectively.

As of June 30, 2022, scheduled maturities of the Company’s outstanding debt obligations were as follows:

Year ending December 31,

2022 (remaining nine months) $ —

2022 (remaining six months) $ —

Thereafter 3,110,911

4 unchanged sentences

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:

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Value Carrying

Notes payable $ 4,619,076 $ 4,290,470 $ 4,868,191 $ 5,166,291

Unsecured Credit Facility and term loans 391,912 395,614 296,327 300,629

Unsecured Credit Facility 529,404 542,775 296,327 300,629

Total debt obligations, net $ 5,148,480 $ 4,833,245 $ 5,164,518 $ 5,466,920

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).

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

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

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

6 unchanged sentences

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

Fair Value Measurements as of March 31, 2022

Fair Value Measurements as of June 30, 2022

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

3 unchanged sentences

Interest rate derivatives $ 2,796 $ — $ 2,796 $ —

Interest rate derivatives $ — $ — $ — $ —

Fair Value Measurements as of December 31, 2021

4 unchanged sentences

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

(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.

(1) As of June 30, 2022 and December 31, 2021, marketable securities included $ 0.5 million and $ 0.1 million of net unrealized losses, respectively.

As of June 30, 2022, the contractual maturities of the Company’s marketable securities are within the next five years.

Non-Recurring Fair Value

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

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

The table includes information related to properties that were remeasured to fair value as a result of impairment testing during the 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

(Level 1) Significant Other Observable Inputs

(Level 2) Significant Unobservable Inputs

(Level 3) Impairment of Real Estate Assets

Properties (1)(2)

$ 8,695 $ — $ — $ 8,695 $ 3,502

(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.

During the six months ended June 30, 2022 and year ended December 31, 2021, no properties were remeasured to fair value as a result of impairment testing that were not sold prior to June 30, 2022 and December 31, 2021, respectively.

Revenue Recognition

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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.

The Company recognized $ 2.4 million and $ 1.5 million of income based on percentage rents for the three months ended June 30, 2022 and 2021,

respectively.

The Company recognized $ 5.9 million and $ 3.8 million of income based on percentage rents for the six months ended June 30, 2022 and 2021, respectively.

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

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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.

As of June 30, 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.

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

Three Months Ended March 31,

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

Supplemental Statements of Operations Information 2022 2021 2022 2021

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Total lease costs $ 1,696 $ 1,516 $ 3,214 $ 3,250

Three Months Ended March 31,

Six Months Ended June 30,

Supplemental Statements of Cash Flows Information 2022 2021

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ROU assets obtained in exchange for operating lease liabilities 10,708 —

ROU assets written off due to dispositions and lease modifications — ( 229 )

Operating Lease Liabilities As of

March 31, 2022

June 30, 2022

Future minimum operating lease payments:

2022 (remaining nine months) $ 4,459

2022 (remaining six months) $ 3,073

Thereafter 36,444

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Supplemental Balance Sheets Information As of

March 31, 2022 As of December 31, 2021

June 30, 2022 As of December 31, 2021

Operating lease liabilities (1)(2)

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37,893 29,325

(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.

(1) As of June 30, 2022 and December 31, 2021, the weighted average remaining lease term was 16.1 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 March 31, 2022, there were no material leases that have been executed but not yet commenced.

As of June 30, 2022, there were no material leases that have been executed but not yet commenced.

Equity and Capital

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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.

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.

During the six months ended June 30, 2022, the Company issued 1.9 million shares of common stock under the ATM Program at an average price per share of $ 25.55 for total gross proceeds of $ 48.1 million, excluding commissions.

The Company incurred commissions of $ 0.6 million in conjunction with the ATM Program for the six months ended June 30, 2022.

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

As of June 30, 2022, $ 346.7 million of common stock remained available for issuance under the ATM Program.

Share Repurchase Program

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

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.

During the six months ended June 30, 2022 and 2021, the Company did not repurchase any shares of common stock.

As of June 30, 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 three months ended March 31, 2022 and 2021, the Company withheld 0.4 million and 0.3 million shares of its common stock, respectively.

During the six months ended June 30, 2022 and 2021, the Company withheld 0.4 million and 0.3 million shares of its common stock, respectively.

Dividends and Distributions

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.

During the three months ended June 30, 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.

During the six months ended June 30, 2022 and 2021, the board of directors declared common stock dividends and OP Unit distributions of $ 0.480 per share/unit and $ 0.430 per share/unit, respectively.

As of June 30, 2022 and December 31, 2021, the Company had declared but unpaid common stock dividends and OP Unit distributions of $ 74.9 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.

Stock Based Compensation

During the year ended December 31, 2013, the board of directors approved the 2013 Omnibus Incentive Plan (the “Plan”).

In February 2022, the board of directors approved the 2022 Omnibus Incentive Plan (the “Plan”) and the Company's stockholders approved the Plan in April 2022.

The Plan provides for a maximum of 10.0 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.

Prior to the approval of the Plan, awards were issued under the 2013 Omnibus Incentive Plan that the board of directors approved in 2013.

During the six months ended June 30, 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.

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

The aggregate number of RSUs granted, assuming that the target level of performance is achieved, was 0.7 million and 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 .

The aggregate number of RSUs granted, assuming the achievement of target level performance, was 0.7 million and 1.0 million for the six months ended June 30, 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, 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,

Assumption Six Months Ended June 30, 2022 Year Ended,

December 31, 2021

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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.

During the three months ended June 30, 2022 and 2021, the Company recognized $ 6.5 million and $ 4.5 million of equity compensation expense, respectively, of which $ 0.5 million and $ 0.3 million was capitalized, respectively.

During the six months ended June 30, 2022 and 2021, the Company recognized $ 11.1 million and $ 7.3 million of equity compensation expense, respectively, of which $ 0.8 million and $ 0.5 million was capitalized, respectively.

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

As of March 31, 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.

As of June 30, 2022, the Company had $ 32.0 million of total unrecognized compensation expense related to unvested stock compensation, which is expected to be recognized over a weighted average period of approximately 2.3 years.

Earnings per Share

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

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

Three Months Ended March 31,

The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three and six months ended June 30, 2022 and 2021 (dollars in thousands, except per share data):

Ended June 30, Six Months

Ended June 30,

2022 2021 2022 2021

Computation of Basic Earnings Per Share:

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

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

Three Months Ended March 31,

The following table provides a reconciliation of the numerator and denominator of the earnings per unit calculations for the three and six months ended June 30, 2022 and 2021 (dollars in thousands, except per unit data):

Three Months Ended June 30, Six Months

Ended June 30,

2022 2021 2022 2021

Computation of Basic Earnings Per Unit:

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

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

During the three and six months ended June 30, 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 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.

As of June 30, 2022 and December 31, 2021, there were no material receivables from or payables to related parties.

During the three and six months ended June 30, 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 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);

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.

In preparing the unaudited Condensed Consolidated Financial Statements, the Company has evaluated events and transactions occurring after June 30, 2022 for recognition and/or disclosure purposes.

Based on this evaluation, there were no subsequent events from June 30, 2022 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