Brixmor Property Group Inc. 10-Q

Item 1. Financial Statements BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited, in thousands, except share information) March 31, 2023 December 31, 2022 Assets Real estate Land $ 1,806,186 $ 1,820,358 Buildings and improvements 9,051,939 9,077,993 10,858,125 10,898,351 Accumulated depreciation and amortization ( 3,022,868 ) ( 2,996,759 ) Real estate, net 7,835,257 7,901,592 Cash and cash equivalents 3,430 16,492 Restricted cash 31,999 4,767 Marketable securities 20,642 21,669 Receivables, net 246,914 264,146 Deferred charges and prepaid expenses, net 157,034 154,141 Real estate assets held for sale — 10,439 Other assets 59,522 62,684 Total assets $ 8,354,798 $ 8,435,930 Liabilities Debt obligations, net $ 4,958,480 $ 5,035,501 Accounts payable, accrued expenses and other liabilities 508,802 535,419 Total liabilities 5,467,282 5,570,920 Commitments and contingencies (Note 15) — — Equity Common stock, $ 0.01 par value; authorized 3,000,000,000 shares; 309,674,682 and 309,042,754 shares issued and 300,547,690 and 299,915,762 shares outstanding 3,005 2,999 Additional paid-in capital 3,292,779 3,299,496 Accumulated other comprehensive income 5,120 8,851 Distributions in excess of net income ( 413,388 ) ( 446,336 ) Total equity 2,887,516 2,865,010 Total liabilities and equity $ 8,354,798 $ 8,435,930 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 1 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited, in thousands, except per share data) Three Months Ended March 31, 2023 2022 Revenues Rental income $ 311,130 $ 298,362 Other revenues 314 267 Total revenues 311,444 298,629 Operating expenses Operating costs 35,895 34,796 Real estate taxes 44,688 41,640 Depreciation and amortization 87,741 84,222 Impairment of real estate assets 1,100 4,590 General and administrative 29,172 28,000 Total operating expenses 198,596 193,248 Other income (expense) Dividends and interest 15 75 Interest expense ( 48,680 ) ( 47,322 ) Gain on sale of real estate assets 48,468 21,911 Other ( 405 ) ( 539 ) Total other expense ( 602 ) ( 25,875 ) Net income $ 112,246 $ 79,506 Net income per common share: Basic $ 0.37 $ 0.27 Diluted $ 0.37 $ 0.26 Weighted average shares: Basic 300,821 298,528 Diluted 301,833 299,457 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited, in thousands) Three Months Ended March 31, 2023 2022 Net income $ 112,246 $ 79,506 Other comprehensive income (loss) Change in unrealized gain (loss) on interest rate swaps, net (Note 6) ( 3,988 ) 11,281 Change in unrealized gain (loss) on marketable securities 257 ( 329 ) Total other comprehensive income (loss) ( 3,731 ) 10,952 Comprehensive income $ 108,515 $ 90,458 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited, in thousands, except per share data) Common Stock Number Amount Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Distributions in Excess of Net Income Total Beginning balance, January 1, 2022 297,210 $ 2,972 $ 3,231,732 $ ( 12,674 ) $ ( 503,684 ) $ 2,718,346 Common stock dividends ($ 0.240 per common share) — — — — ( 73,156 ) ( 73,156 ) Equity based compensation expense — — 4,620 — — 4,620 Other comprehensive income — — — 10,952 — 10,952 Issuance of common stock 2,278 23 43,825 — — 43,848 Repurchases of common shares in conjunction with equity award plans — — ( 10,458 ) — — ( 10,458 ) Net income — — — — 79,506 79,506 Ending balance, March 31, 2022 299,488 2,995 3,269,719 ( 1,722 ) ( 497,334 ) 2,773,658 Beginning balance, January 1, 2023 299,916 $ 2,999 $ 3,299,496 $ 8,851 $ ( 446,336 ) $ 2,865,010 Common stock dividends ($ 0.260 per common share) — — — — ( 79,298 ) ( 79,298 ) Equity based compensation expense — — 4,518 — — 4,518 Other comprehensive loss — — — ( 3,731 ) — ( 3,731 ) Issuance of common stock 632 6 ( 6 ) — — — Repurchases of common shares in conjunction with equity award plans — — ( 11,229 ) — — ( 11,229 ) Net income — — — — 112,246 112,246 Ending balance, March 31, 2023 300,548 3,005 3,292,779 5,120 ( 413,388 ) 2,887,516 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited, in thousands) Three Months Ended March 31, 2023 2022 Operating activities: Net income $ 112,246 $ 79,506 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 87,741 84,222 Accretion of debt premium and discount, net ( 716 ) ( 716 ) Deferred financing cost amortization 1,755 1,766 Accretion of above- and below-market leases, net ( 3,389 ) ( 2,971 ) Tenant inducement amortization and other 804 1,048 Impairment of real estate assets 1,100 4,590 Gain on sale of real estate assets ( 48,468 ) ( 21,911 ) Equity based compensation 4,191 4,315 Changes in operating assets and liabilities: Receivables, net 15,578 ( 4,682 ) Deferred charges and prepaid expenses ( 11,815 ) ( 8,605 ) Other assets ( 215 ) ( 180 ) Accounts payable, accrued expenses and other liabilities ( 23,758 ) ( 24,122 ) Net cash provided by operating activities 135,054 112,260 Investing activities: Improvements to and investments in real estate assets ( 72,376 ) ( 70,121 ) Acquisitions of real estate assets — ( 164,262 ) Proceeds from sales of real estate assets 119,659 58,870 Purchase of marketable securities ( 6,162 ) ( 8,844 ) Proceeds from sale of marketable securities 7,364 9,420 Net cash provided by (used in) investing activities 48,485 ( 174,937 ) Financing activities: Repayment of borrowings under unsecured revolving credit facility ( 195,000 ) ( 115,000 ) Proceeds from borrowings under unsecured revolving credit facility 117,000 210,000 Repayment of borrowings under unsecured term loans and notes — ( 250,000 ) Deferred financing and debt extinguishment costs ( 60 ) — Proceeds from issuances of common shares — 43,871 Distributions to common stockholders ( 80,080 ) ( 73,095 ) Repurchases of common shares in conjunction with equity award plans ( 11,229 ) ( 10,458 ) Net cash used in financing activities ( 169,369 ) ( 194,682 ) Net change in cash, cash equivalents and restricted cash 14,170 ( 257,359 ) Cash, cash equivalents and restricted cash at beginning of period 21,259 297,743 Cash, cash equivalents and restricted cash at end of period $ 35,429 $ 40,384 Reconciliation to consolidated balance sheets: Cash and cash equivalents $ 3,430 $ 31,567 Restricted cash 31,999 8,817 Cash, cash equivalents and restricted cash at end of period $ 35,429 $ 40,384 Supplemental disclosure of cash flow information: Cash paid for interest, net of amount capitalized of $ 949 and $ 677 $ 50,250 $ 48,491 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited, in thousands, except unit information) March 31, 2023 December 31, 2022 Assets Real estate Land $ 1,806,186 $ 1,820,358 Buildings and improvements 9,051,939 9,077,993 10,858,125 10,898,351 Accumulated depreciation and amortization ( 3,022,868 ) ( 2,996,759 ) Real estate, net 7,835,257 7,901,592 Cash and cash equivalents 3,430 15,565 Restricted cash 31,999 4,767 Marketable securities 20,642 21,669 Receivables, net 246,914 264,146 Deferred charges and prepaid expenses, net 157,034 154,141 Real estate assets held for sale — 10,439 Other assets 59,522 62,684 Total assets $ 8,354,798 $ 8,435,003 Liabilities Debt obligations, net $ 4,958,480 $ 5,035,501 Accounts payable, accrued expenses and other liabilities 508,828 535,419 Total liabilities 5,467,308 5,570,920 Commitments and contingencies (Note 15) — — Capital Partnership common units; 309,674,682 and 309,042,754 units issued and 300,547,690 and 299,915,762 units outstanding 2,882,370 2,855,232 Accumulated other comprehensive income 5,120 8,851 Total capital 2,887,490 2,864,083 Total liabilities and capital $ 8,354,798 $ 8,435,003 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 6 BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited, in thousands, except per share data) Three Months Ended March 31, 2023 2022 Revenues Rental income $ 311,130 $ 298,362 Other revenues 314 267 Total revenues 311,444 298,629 Operating expenses Operating costs 35,895 34,796 Real estate taxes 44,688 41,640 Depreciation and amortization 87,741 84,222 Impairment of real estate assets 1,100 4,590 General and administrative 29,172 28,000 Total operating expenses 198,596 193,248 Other income (expense) Dividends and interest 15 75 Interest expense ( 48,680 ) ( 47,322 ) Gain on sale of real estate assets 48,468 21,911 Other ( 405 ) ( 539 ) Total other expense ( 602 ) ( 25,875 ) Net income $ 112,246 $ 79,506 Net income per common unit: Basic $ 0.37 $ 0.27 Diluted $ 0.37 $ 0.26 Weighted average units: Basic 300,821 298,528 Diluted 301,833 299,457 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 7 BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited, in thousands) Three Months Ended March 31, 2023 2022 Net income $ 112,246 $ 79,506 Other comprehensive income (loss) Change in unrealized gain (loss) on interest rate swaps, net (Note 6) ( 3,988 ) 11,282 Change in unrealized gain (loss) on marketable securities 257 ( 329 ) Total other comprehensive income (loss) ( 3,731 ) 10,953 Comprehensive income $ 108,515 $ 90,459 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 8 BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (Unaudited, in thousands) Partnership Common Units Accumulated Other Comprehensive Income (Loss) Total Beginning balance, January 1, 2022 $ 2,715,863 $ ( 12,675 ) $ 2,703,188 Distributions to partners ( 64,527 ) — ( 64,527 ) Equity based compensation expense 4,620 — 4,620 Other comprehensive income — 10,953 10,953 Issuance of OP Units 43,848 — 43,848 Repurchases of OP Units in conjunction with equity award plans ( 10,458 ) — ( 10,458 ) Net income 79,506 — 79,506 Ending balance, March 31, 2022 2,768,852 ( 1,722 ) 2,767,130 Beginning balance, January 1, 2023 $ 2,855,232 $ 8,851 $ 2,864,083 Distributions to partners ( 78,397 ) — ( 78,397 ) Equity based compensation expense 4,518 — 4,518 Other comprehensive loss — ( 3,731 ) ( 3,731 ) Repurchases of OP Units in conjunction with equity award plans ( 11,229 ) — ( 11,229 ) Net income 112,246 — 112,246 Ending balance, March 31, 2023 2,882,370 5,120 2,887,490 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 9 BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited, in thousands) Three Months Ended March 31, 2023 2022 Operating activities: Net income $ 112,246 $ 79,506 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 87,741 84,222 Accretion of debt premium and discount, net ( 716 ) ( 716 ) Deferred financing cost amortization 1,755 1,766 Accretion of above- and below-market leases, net ( 3,389 ) ( 2,971 ) Tenant inducement amortization and other 804 1,048 Impairment of real estate assets 1,100 4,590 Gain on sale of real estate assets ( 48,468 ) ( 21,911 ) Equity based compensation 4,191 4,315 Changes in operating assets and liabilities: Receivables, net 15,578 ( 4,682 ) Deferred charges and prepaid expenses ( 11,815 ) ( 8,605 ) Other assets ( 215 ) ( 180 ) Accounts payable, accrued expenses and other liabilities ( 23,758 ) ( 24,122 ) Net cash provided by operating activities 135,054 112,260 Investing activities: Improvements to and investments in real estate assets ( 72,376 ) ( 70,121 ) Acquisitions of real estate assets — ( 164,262 ) Proceeds from sales of real estate assets 119,659 58,870 Purchase of marketable securities ( 6,162 ) ( 8,844 ) Proceeds from sale of marketable securities 7,364 9,420 Net cash provided by (used in) investing activities 48,485 ( 174,937 ) Financing activities: Repayment of borrowings under unsecured revolving credit facility ( 195,000 ) ( 115,000 ) Proceeds from borrowings under unsecured revolving credit facility 117,000 210,000 Repayment of borrowings under unsecured term loans and notes — ( 250,000 ) Deferred financing and debt extinguishment costs ( 60 ) — Proceeds from issuances of OP Units — 43,871 Partner distributions and repurchases of OP Units ( 90,382 ) ( 74,923 ) Net cash used in financing activities ( 168,442 ) ( 186,052 ) Net change in cash, cash equivalents and restricted cash 15,097 ( 248,729 ) Cash, cash equivalents and restricted cash at beginning of period 20,332 282,585 Cash, cash equivalents and restricted cash at end of period $ 35,429 $ 33,856 Reconciliation to consolidated balance sheets: Cash and cash equivalents $ 3,430 $ 25,039 Restricted cash 31,999 8,817 Cash, cash equivalents and restricted cash at end of period $ 35,429 $ 33,856 Supplemental disclosure of cash flow information: Cash paid for interest, net of amount capitalized of $ 949 and $ 677 $ 50,250 $ 48,491 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 10 BRIXMOR PROPERTY GROUP INC. AND BRIXMOR OPERATING PARTNERSHIP LP NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited, dollars in thousands, unless otherwise stated) 1. Nature of Business and Financial Statement Presentation Description of Business Brixmor Property Group Inc. and subsidiaries (collectively, the “Parent Company”) is an internally-managed corporation that has elected to be taxed as a real estate investment trust (“REIT”). Brixmor Operating Partnership LP and subsidiaries (collectively, the “Operating Partnership”) is the entity through which the Parent Company conducts substantially all of its operations and owns substantially all of its assets. The Parent Company owns 100 % of the limited liability company interests of BPG Subsidiary LLC (“BPG Sub”), which, in turn, is the sole member of Brixmor OP GP LLC (the “General Partner”), the sole general partner of the Operating Partnership. The Parent Company engages in the ownership, management, leasing, acquisition, disposition, and redevelopment of retail shopping centers through the Operating Partnership, and has no other substantial assets or liabilities other than through its investment in the Operating Partnership. The Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis (collectively, the “Company” or “Brixmor”) 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, 2023, the Company’s portfolio was comprised of 367 shopping centers (the “Portfolio”) totaling approximately 65 million square feet of GLA. The Company’s high-quality national Portfolio is primarily located within established trade areas in the top 50 Core-Based 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. The Company does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company has a single reportable segment for disclosure purposes in accordance with U.S. generally accepted accounting principles (“GAAP”). Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for the fair presentation of the unaudited Condensed Consolidated Financial Statements for the periods presented have been included. The operating results for the periods presented are not necessarily indicative of the results that may be expected for a full fiscal year. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2022 and accompanying notes included in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 13, 2023. Principles of Consolidation The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Parent Company, the Operating Partnership, each of their wholly owned subsidiaries, and all other entities in which they have a controlling financial interest. All intercompany transactions have been eliminated. Income Taxes The Parent Company has elected to qualify as a REIT in accordance with the Internal Revenue Code of 1986, as amended (the “Code”). To qualify as a REIT, the Parent Company 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 the Parent Company's REIT status. As a REIT, the Parent Company generally will not be subject to U.S. federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under the Code. The Parent Company conducts substantially all of its operations through the Operating Partnership, which is organized as a limited partnership and treated as a pass-through entity for U.S. federal tax purposes. Therefore, U.S. federal income taxes do not materially impact the unaudited Condensed Consolidated Financial Statements of the Company. 11 If the Parent Company fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal taxes at regular corporate rates and may not be able to qualify as a REIT for the four subsequent taxable years. Even if the Parent Company qualifies for taxation as a REIT, the Parent Company is subject to certain state and local taxes on its income and property, and to U.S. federal income and excise taxes on its undistributed taxable income as well as other income items, as applicable. The Parent Company has elected to treat certain of its subsidiaries as taxable REIT subsidiaries (each a “TRS”), and the Parent Company may in the future elect to treat newly formed and/or other existing subsidiaries as TRSs. A TRS may participate in non-real estate related activities and/or perform non-customary services for tenants and is subject to certain limitations under the Code. A TRS is subject to U.S. federal, state, and local income taxes at regular corporate rates. Income taxes related to the Parent Company’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, 2023 and December 31, 2022. Open tax years generally range from 2019 through 2022 but may vary by jurisdiction and issue. The Company recognizes penalties and interest accrued related to unrecognized tax benefits as income tax expense, which is included in Other on the Company’s unaudited Condensed Consolidated Statements of Operations. New Accounting Pronouncements 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. 2. Acquisition of Real Estate During the three months ended March 31, 2023, the Company did not acquire any assets. 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 were under contract to be acquired. (3) Aggregate purchase price includes $ 0.8 million of transaction costs, offset by $ 2.0 million of closing credits. 12 The aggregate purchase price of the assets acquired during the three months ended March 31, 2022, has been allocated as follows: Three Months Ended March 31, Assets (1) 2022 Land $ 44,600 Buildings 100,883 Building and tenant improvements 14,917 Above-market leases (2) 543 In-place leases (3) 10,319 Total assets acquired $ 171,262 Liabilities Below-market leases (4) $ 11,244 Other liabilities 1,826 Total liabilities 13,070 Net assets acquired $ 158,192 (1) In addition, during the three months ended March 31, 2022, the Company funded $ 6.1 million of deposits on assets that were 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. 3. Dispositions and Assets Held for Sale During the three months ended March 31, 2023, the Company disposed of six shopping centers and two partial shopping centers for aggregate net proceeds of $ 119.7 million, resulting in aggregate gain of $ 48.5 million. 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. As of March 31, 2023, the Company had no properties held for sale. As of December 31, 2022, 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 as of December 31, 2022: Assets December 31, 2022 Land $ 1,988 Buildings and improvements 13,864 Accumulated depreciation and amortization ( 5,625 ) Real estate, net 10,227 Other assets 212 Assets associated with real estate assets held for sale $ 10,439 There were no discontinued operations for the three months ended March 31, 2023 and 2022 as none of the dispositions represented a strategic shift in the Company’s business that would qualify as discontinued operations. 13 4. Real Estate The Company’s components of Real estate, net consisted of the following: March 31, 2023 December 31, 2022 Land $ 1,806,186 $ 1,820,358 Buildings and improvements: Buildings and tenant improvements 8,526,051 8,535,279 Lease intangibles (1) 525,888 542,714 10,858,125 10,898,351 Accumulated depreciation and amortization (2) ( 3,022,868 ) ( 2,996,759 ) Total $ 7,835,257 $ 7,901,592 (1) As of March 31, 2023 and December 31, 2022, Lease intangibles consisted of $ 475.8 million and $ 492.0 million, respectively, of in-place leases and $ 50.1 million and $ 50.7 million, respectively, of above-market leases. These intangible assets are amortized over the term of each related lease. (2) As of March 31, 2023 and December 31, 2022, Accumulated depreciation and amortization included $ 453.4 million and $ 465.2 million, respectively, of accumulated amortization related to Lease intangibles. In addition, as of March 31, 2023 and December 31, 2022, the Company had intangible liabilities relating to below-market leases of $ 339.9 million and $ 349.7 million, respectively, and accumulated accretion of $ 247.0 million and $ 252.9 million, respectively. These intangible liabilities are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets. Below-market lease accretion income, net of above-market lease amortization for the three months ended March 31, 2023 and 2022 was $ 3.4 million and $ 3.0 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, 2023 and 2022 was $ 4.5 million and $ 4.1 million, respectively. These amounts are included in Depreciation and amortization on the Company’s unaudited Condensed Consolidated Statements of Operations. The Company’s estimated below-market lease accretion income, net of above-market lease amortization expense, and in-place lease amortization expense for the next five years are as follows: Year ending December 31, Below-market lease accretion (income), net of above-market lease amortization expense In-place lease amortization expense 2023 (remaining nine months) $ ( 7,627 ) $ 11,095 2024 ( 9,565 ) 11,908 2025 ( 8,302 ) 8,762 2026 ( 7,267 ) 6,303 2027 ( 6,173 ) 4,805 5. Impairments 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. 14 The Company recognized the following impairments during the three months ended March 31, 2023: Three Months Ended March 31, 2023 Property Name (1) Location GLA Impairment Charge The Manchester Collection - Crossroads Manchester, CT 172,474 $ 1,100 172,474 $ 1,100 (1) The Company recognized an impairment charge based upon offers from third-party buyers in connection with the Company’s capital recycling program. 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 Torrington Plaza (2) Torrington, CT 125,496 $ 3,502 New Garden Center (2) Kennett Square, PA 147,370 1,088 272,866 $ 4,590 (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 year ended December 31, 2022. The Company can provide no assurance that material impairment charges with respect to its Portfolio will not occur in future periods. See Note 3 for additional information regarding impairment charges taken in connection with the Company’s dispositions. See Note 8 for additional information regarding the fair value of operating properties that have been impaired. 6. Financial Instruments – Derivatives and Hedging The Company’s use of derivative instruments is intended to manage its exposure to interest rate movements and such instruments are not utilized for speculative purposes. In certain situations, the Company may enter into derivative financial instruments such as interest rate swap agreements and interest rate cap agreements that result in the receipt and/or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Cash Flow Hedges of Interest Rate Risk 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-rate debt. During the three months ended March 31, 2023, the Company entered into three forward starting interest rate swap agreements with an effective date of May 1, 2023, an aggregate notional amount of $ 200.0 million, a weighted average fixed rate of 3.59 %, and an expiration date of July 26, 2027. During the year ended December 31, 2022, the Company did not enter into any new interest rate swap agreements. Detail on the Company’s interest rate derivatives designated as cash flow hedges outstanding as of March 31, 2023 and December 31, 2022 is as follows: Number of Instruments Notional Amount March 31, 2023 December 31, 2022 March 31, 2023 December 31, 2022 Interest Rate Swaps (1) 7 4 $ 500,000 $ 300,000 (1) Interest Rate Swaps outstanding as of March 31, 2023 include three forward interest rate swap agreements with an effective date of May 1, 2023 and aggregate notional amount of $ 200.0 million. 15 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, 2023 and December 31, 2022 is as follows: Fair Value of Derivative Instruments Interest rate swaps classified as: March 31, 2023 December 31, 2022 Gross derivative assets $ 7,383 $ 9,640 Gross derivative liabilities ( 1,731 ) — Net derivative assets (liabilities) $ 5,652 $ 9,640 The gross derivative assets are included in Other assets and the gross derivative liabilities are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets. All of the Company’s outstanding interest rate swap agreements for the periods presented were designated as cash flow hedges of interest rate risk. The fair value of the Company’s interest rate derivatives is determined using market standard valuation techniques, including discounted cash flow 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 months ended March 31, 2023 and 2022 is as follows: Derivatives in Cash Flow Hedging Relationships (Interest Rate Swaps) Three Months Ended March 31, 2023 2022 Change in unrealized gain (loss) on interest rate swaps $ ( 2,467 ) $ 9,434 Amortization (accretion) of interest rate swaps to interest expense ( 1,521 ) 1,847 Change in unrealized gain (loss) on interest rate swaps, net $ ( 3,988 ) $ 11,281 The Company estimates that $ 8.0 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 months ended March 31, 2023 and 2022. 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, 2023 and December 31, 2022, the Company did not have any non-designated hedges. Credit-risk-related Contingent Features The Company has agreements with its derivative counterparties that contain provisions whereby if the Company defaults on certain of its indebtedness and the indebtedness has been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. If the Company were to breach any of the contractual provisions of the derivative contracts, it would be required to settle its obligations under such agreements at their termination value, including accrued interest. 16 7. Debt Obligations As of March 31, 2023 and December 31, 2022, the Company had the following indebtedness outstanding: Carrying Value as of March 31, 2023 December 31, 2022 Stated Interest Rate (1) Scheduled Maturity Date Notes payable Unsecured notes (2) $ 4,618,453 $ 4,618,453 2.25 % – 7.97 % 2024 – 2031 Net unamortized premium 23,072 23,787 Net unamortized debt issuance costs ( 21,191 ) ( 22,325 ) Total notes payable, net $ 4,620,334 $ 4,619,915 Unsecured Credit Facility Revolving Facility $ 47,000 $ 125,000 6.01 % 2026 Term Loan Facility (3) 300,000 300,000 5.96 % 2027 Net unamortized debt issuance costs ( 8,854 ) ( 9,414 ) Total Unsecured Credit Facility and term loans $ 338,146 $ 415,586 Total debt obligations, net $ 4,958,480 $ 5,035,501 (1) Stated interest rates as of March 31, 2023 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, 2023. (3) Effective June 1, 2022, the Company has in place four interest rate swap agreements that convert the variable interest rate on the $ 300.0 million outstanding under the Term Loan Facility (defined hereafter) to a fixed, combined interest rate of 2.59 % (plus a spread of 119 basis points) through July 26, 2024. 2023 Debt Transactions The Operating Partnership has an unsecured credit facility as amended and restated April 28, 2022 (the "Unsecured Credit Facility"), which is comprised of a $ 1.25 billion revolving loan facility (the "Revolving Facility") and a $ 300.0 million term loan facility, in addition to a $ 200.0 million delayed draw term loan (together the "Term Loan Facility"). During the three months ended March 31, 2023, the Operating Partnership repaid $ 78.0 million, net of borrowings, under its Revolving Facility, with proceeds from 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, 2023. Debt Maturities As of March 31, 2023 and December 31, 2022, the Company had accrued interest of $ 44.7 million and $ 47.3 million outstanding, respectively. As of March 31, 2023, scheduled maturities of the Company’s outstanding debt obligations were as follows: Year ending December 31, 2023 (remaining nine months) $ — 2024 500,000 2025 700,000 2026 654,542 2027 700,000 Thereafter 2,410,911 Total debt maturities 4,965,453 Net unamortized premium 23,072 Net unamortized debt issuance costs ( 30,045 ) Total debt obligations, net $ 4,958,480 As of the date the financial statements were issued, the Company did not have any scheduled debt maturities for the next 12 months. 17 8. 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, 2023 December 31, 2022 Carrying Amounts Fair Value Carrying Amounts Fair Value Notes payable $ 4,620,334 $ 4,201,789 $ 4,619,915 $ 4,148,681 Unsecured Credit Facility 338,146 347,000 415,586 425,056 Total debt obligations, net $ 4,958,480 $ 4,548,789 $ 5,035,501 $ 4,573,737 As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy is included in GAAP that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs that are classified within Level 3 of the hierarchy). In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Based on the above criteria, the Company has determined that the valuations of its debt obligations are classified within Level 3 of the fair value hierarchy. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition. Recurring Fair Value 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 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 March 31, 2023 Balance Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Marketable securities (1) $ 20,642 $ 1,309 $ 19,333 $ — Interest rate derivatives $ 7,383 $ — $ 7,383 $ — Liabilities: Interest rate derivatives $ ( 1,731 ) $ — $ ( 1,731 ) $ — Fair Value Measurements as of December 31, 2022 Balance Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Marketable securities (1) $ 21,669 $ 1,088 $ 20,581 $ — Interest rate derivatives $ 9,640 $ — $ 9,640 $ — (1) As of March 31, 2023 and December 31, 2022, marketable securities included $ 0.5 million and $ 0.8 million of net unrealized losses, respectively. As of March 31, 2023, the contractual maturities of the Company’s marketable securities are within the next five years. 18 Non-Recurring Fair Value 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. 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 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. 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, 2023, excluding the properties sold prior to March 31, 2023. During the year ended December 31, 2022, no properties were remeasured to fair value as a result of impairment testing that were not sold prior to December 31, 2022. Fair Value Measurements as of March 31, 2023 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 Assets: Properties (1)(2) $ 17,671 $ — $ — $ 17,671 $ 1,100 (1) There were no properties remeasured to fair value during the three months ended March 31, 2023 that were sold prior to March 31, 2023. (2) The carrying value of The Manchester Collection — Crossroads, which was remeasured to fair value based upon offers from third-party buyers during the three months ended March 31, 2023, is $ 17.7 million. 9. Revenue Recognition The Company engages in the ownership, management, leasing, acquisition, disposition, and redevelopment of retail shopping centers. Revenue is primarily generated through lease agreements and classified as Rental income on the Company’s unaudited Condensed Consolidated Statements of Operations. These agreements include retail shopping center unit leases; ground leases; ancillary leases or agreements, such as agreements with tenants for cellular towers, ATMs, and short-term or seasonal retail (e.g. Halloween or Christmas-related retail); and reciprocal easement agreements. The agreements range in term from less than one year to 25 or more years, with certain agreements containing renewal options. 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 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 $ 3.8 million and $ 3.4 million of income based on percentage rents for the three months ended March 31, 2023 and 2022, respectively. These amounts are included in Rental income on the Company’s unaudited Condensed Consolidated Statements of Operations. 19 10. Leases 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 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, 2023, 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, such as 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 ROU asset or 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 March 31, Supplemental Statements of Operations Information 2023 2022 Operating lease costs $ 1,411 $ 1,438 Variable lease costs 139 80 Total lease costs $ 1,550 $ 1,518 Three Months Ended March 31, Supplemental Statements of Cash Flows Information 2023 2022 Operating cash outflows from operating leases $ 1,514 $ 1,538 ROU assets obtained in exchange for operating lease liabilities 23 112 Operating Lease Liabilities As of March 31, 2023 Future minimum operating lease payments: 2023 (remaining nine months) $ 4,542 2024 5,962 2025 5,661 2026 4,936 2027 2,720 2028 1,914 Thereafter 31,041 Total future minimum operating lease payments 56,776 Less: imputed interest ( 17,909 ) Operating lease liabilities $ 38,867 Supplemental Balance Sheets Information As of March 31, 2023 As of December 31, 2022 Operating lease liabilities (1)(2) $ 38,867 $ 39,923 ROU assets (1)(3) 34,801 35,754 (1) As of March 31, 2023 and December 31, 2022, the weighted average remaining lease term was 16.0 years and 16.0 years, respectively, and the weighted average discount rate was 4.43 % and 4.43 %, 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, 2023, there were no material leases that have been executed but not yet commenced. 20 11. Equity and Capital ATM Program In November 2022, the Company renewed its 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 November 1, 2025, unless earlier terminated or extended by the Company, sales agents, forward sellers, and forward purchasers. The ATM Program replaced the Company's prior at-the-market equity offering program (the "Prior ATM Program"), which was scheduled to expire on January 9, 2023. During the three months ended March 31, 2023, the Company did not issue any shares of common stock under the ATM Program. During the three months ended March 31, 2022, the Company issued 1.7 million shares of common stock under the Prior 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 Prior ATM Program for the three months ended March 31, 2022. As of March 31, 2023, $ 400.0 million of common stock remained available for issuance under the ATM Program. Share Repurchase Program In November 2022, the Company renewed its share repurchase program (the “Repurchase Program”) for up to $ 400.0 million of its common stock. The Repurchase Program is scheduled to expire on November 1, 2025, unless suspended or extended by the Company's board of directors. The Repurchase Program replaced the Company's prior share repurchase program (the "Prior Repurchase Program"), which was scheduled to expire on January 9, 2023. During the three months ended March 31, 2023 and 2022, the Company did not repurchase any shares of common stock. As of March 31, 2023, the Repurchase Program had $ 400.0 million of available repurchase capacity. Common Stock 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, 2023 and 2022, the Company withheld 0.5 million and 0.4 million shares of its common stock, respectively. Dividends and Distributions During the three months ended March 31, 2023 and 2022, the Company's board of directors declared common stock dividends and OP Unit distributions of $ 0.26 per share/unit and $ 0.24 per share/unit, respectively. As of March 31, 2023 and December 31, 2022, the Company had declared but unpaid common stock dividends and OP Unit distributions of $ 80.9 million and $ 81.6 million, respectively. These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets. 12. Stock Based Compensation In February 2022, the Company's board of directors approved the 2022 Omnibus Incentive Plan (the “Plan”) and in April 2022, the Company's stockholders approved the Plan. 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. Prior to the approval of the Plan, awards were issued under the 2013 Omnibus Incentive Plan that the Company's board of directors approved in 2013. 21 During the three months ended March 31, 2023 and the year ended December 31, 2022, 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 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 the achievement of target level performance, was 0.7 million and 0.7 million for the three months ended March 31, 2023 and the year ended December 31, 2022, respectively, with vesting periods ranging from one to five years . For the service-based and performance-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, 2023 Year Ended, December 31, 2022 Volatility 32.0 % - 52.0 % 27.0 % - 51.0 % Weighted average risk-free interest rate 3.79 % - 5.18 % 1.08 % - 1.39 % Weighted average common stock dividend yield 4.3 % - 4.8 % 3.8 % - 4.6 % During the three months ended March 31, 2023 and 2022, the Company recognized $ 4.5 million and $ 4.6 million of equity compensation expense, respectively, of which $ 0.3 million and $ 0.3 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, 2023, the Company had $ 33.7 million of total unrecognized compensation expense related to unvested stock compensation, which is expected to be recognized over a weighted average period of approximately 2.4 years. 22 13. Earnings per Share Basic earnings per share (“EPS”) is calculated by dividing net income attributable to the Company’s common stockholders, including any participating securities, by the weighted average number of shares outstanding for the period. Certain restricted shares issued pursuant to the Company’s share-based compensation program are considered participating securities, as such stockholders have rights to receive non-forfeitable dividends. Fully-diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into shares of common stock. 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, 2023 and 2022 (dollars in thousands, except per share data): Three Months Ended March 31, 2023 2022 Computation of Basic Earnings Per Share: Net income $ 112,246 $ 79,506 Non-forfeitable dividends on unvested restricted shares ( 295 ) ( 228 ) Net income attributable to the Company’s common stockholders for basic earnings per share $ 111,951 $ 79,278 Weighted average number shares outstanding – basic 300,821 298,528 Basic earnings per share attributable to the Company’s common stockholders: Net income per share $ 0.37 $ 0.27 Computation of Diluted Earnings Per Share: Net income attributable to the Company’s common stockholders for diluted earnings per share $ 111,951 $ 79,278 Weighted average shares outstanding – basic 300,821 298,528 Effect of dilutive securities: Equity awards 1,012 929 Weighted average shares outstanding – diluted 301,833 299,457 Diluted earnings per share attributable to the Company’s common stockholders: Net income per share $ 0.37 $ 0.26 23 14. Earnings per Unit Basic earnings per unit is calculated by dividing net income attributable to the Operating Partnership’s common unitholders, including any participating securities, by the weighted average number of partnership common units outstanding for the period. Certain restricted units issued pursuant to the Company’s share-based compensation program are considered participating securities, as such unitholders have rights to receive non-forfeitable dividends. Fully-diluted earnings per unit reflects the potential dilution that could occur if securities or other contracts to issue common units were exercised or converted into common units. 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, 2023 and 2022 (dollars in thousands, except per unit data): Three Months Ended March 31, 2023 2022 Computation of Basic Earnings Per Unit: Net income $ 112,246 $ 79,506 Non-forfeitable dividends on unvested restricted units ( 295 ) ( 228 ) Net income attributable to the Operating Partnership’s common units for basic earnings per unit $ 111,951 $ 79,278 Weighted average number common units outstanding – basic 300,821 298,528 Basic earnings per unit attributable to the Operating Partnership’s common units: Net income per unit $ 0.37 $ 0.27 Computation of Diluted Earnings Per Unit: Net income attributable to the Operating Partnership’s common units for diluted earnings per unit $ 111,951 $ 79,278 Weighted average common units outstanding – basic 300,821 298,528 Effect of dilutive securities: Equity awards 1,012 929 Weighted average common units outstanding – diluted 301,833 299,457 Diluted earnings per unit attributable to the Operating Partnership’s common units: Net income per unit $ 0.37 $ 0.26 24 15. Commitments and Contingencies Legal Matters 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. 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 properties 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 maintains a reserve for currently known environmental matters and does not believe they will have a material impact on the Company’s financial condition, operating results, or cash flows. During the three months ended March 31, 2023 and 2022, the Company did no t incur any material governmental fines resulting from environmental matters. 16. Related-Party Transactions As of March 31, 2023 and December 31, 2022, there were no material receivables from or payables to related parties. During the three months ended March 31, 2023 and 2022, the Company did no t engage in any material related-party transactions. 17. Subsequent Events In preparing the unaudited Condensed Consolidated Financial Statements, the Company has evaluated events and transactions occurring after March 31, 2023 for recognition and/or disclosure purposes. Based on this evaluation, there were no subsequent events from March 31, 2023 through the date the financial statements were issued other than the following: • On April 25, 2023, the Operating Partnership repurchased $ 199.6 million of its outstanding 3.65 % Senior Notes due 2024 (the "2024 Notes") pursuant to a cash tender offer (the "Tender Offer"). In connection with the Tender Offer, the Company expects to recognize a gain on extinguishment of debt of approximately $ 4.3 million in the second quarter of 2023. • The Operating Partnership funded the Tender Offer with proceeds from its previously disclosed $ 200.0 million delayed draw term loan, which was drawn on April 24, 2023. Effective May 1, 2023, the $ 200.0 million delayed draw term loan has been swapped to a fixed, combined rate of 3.59 % (plus a spread of 119 basis points and SOFR adjustment of 10 basis points) through the maturity of the term loan on July 26, 2027. 25