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Item 1. Financial Statements

2023-07-31 compared with 2023-05-01 · 220 added, 120 removed, 600 unchanged (36% of the section changed)

36 unchanged sentences

(Unaudited, in thousands, except per share data)

Three Months Ended March 31,

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

2023 2022 2023 2022

Rental income $ 309,192 $ 305,898 $ 620,322 $ 604,260

12 unchanged sentences

Gain on sale of real estate assets 3,857 22,988 52,325 44,899

Gain (loss) on extinguishment of debt, net 4,350 ( 221 ) 4,350 ( 221 )

Other ( 685 ) ( 1,609 ) ( 1,090 ) ( 2,148 )

12 unchanged sentences

(Unaudited, in thousands)

Three Months Ended March 31,

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

2023 2022 2023 2022

Net income $ 56,408 $ 87,791 $ 168,654 $ 167,297

Other comprehensive income (loss)

Change in unrealized gain (loss) on interest rate swaps, net (Note 6) ( 3,988 ) 11,281

Other comprehensive income

Change in unrealized gain on interest rate swaps, net (Note 6) 6,045 4,100 2,057 15,381

Change in unrealized gain (loss) on marketable securities ( 62 ) ( 80 ) 195 ( 409 )

Total other comprehensive income (loss) ( 3,731 ) 10,952

Total other comprehensive income 5,983 4,020 2,252 14,972

Comprehensive income $ 62,391 $ 91,811 $ 170,906 $ 182,269

17 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

Repurchases of common shares in conjunction with equity award plans — — ( 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

Beginning balance, January 1, 2023 299,916 $ 2,999 $ 3,299,496 $ 8,851 $ ( 446,336 ) $ 2,865,010

7 unchanged sentences

Ending balance, March 31, 2023 300,548 3,005 3,292,779 5,120 ( 413,388 ) 2,887,516

Common stock dividends ($ 0.260 per common share)

— — — — ( 78,755 ) ( 78,755 )

Equity based compensation expense — — 5,019 — — 5,019

Other comprehensive income — — — 5,983 — 5,983

Issuance of common stock 45 1 — — — 1

Net income — — — — 56,408 56,408

Ending balance, June 30, 2023 300,593 3,006 3,297,798 11,103 ( 435,735 ) 2,876,172

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:

9 unchanged sentences

Equity based compensation 8,835 10,343

(Gain) loss on extinguishment of debt, net ( 4,350 ) 221

Changes in operating assets and liabilities:

10 unchanged sentences

Proceeds from sale of marketable securities 20,772 14,404

Net cash provided by (used in) investing activities 48,485 ( 174,937 )

Net cash used in investing activities ( 11,909 ) ( 416,577 )

Financing activities:

1 unchanged sentence

Proceeds from borrowings under unsecured revolving credit facility 250,000 600,000

Repayment of borrowings under unsecured term loans and notes — ( 250,000 )

Proceeds from unsecured term loans 200,000 —

Repayment of borrowings under unsecured notes ( 194,253 ) ( 250,000 )

Deferred financing and debt extinguishment costs ( 474 ) ( 8,223 )

46 unchanged sentences

(Unaudited, in thousands, except per share data)

Three Months Ended March 31,

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

2023 2022 2023 2022

Rental income $ 309,192 $ 305,898 $ 620,322 $ 604,260

12 unchanged sentences

Gain on sale of real estate assets 3,857 22,988 52,325 44,899

Gain (loss) on extinguishment of debt, net 4,350 ( 221 ) 4,350 ( 221 )

Other ( 685 ) ( 1,609 ) ( 1,090 ) ( 2,148 )

11 unchanged sentences

(Unaudited, in thousands)

Three Months Ended March 31,

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

2023 2022 2023 2022

Net income $ 56,408 $ 87,791 $ 168,654 $ 167,297

Other comprehensive income (loss)

Change in unrealized gain (loss) on interest rate swaps, net (Note 6) ( 3,988 ) 11,282

Change in unrealized gain on interest rate swaps, net (Note 6) 6,045 4,100 2,057 15,381

Change in unrealized gain (loss) on marketable securities ( 62 ) ( 80 ) 195 ( 409 )

Total other comprehensive income (loss) ( 3,731 ) 10,953

Total other comprehensive income 5,983 4,020 2,252 14,972

Comprehensive income $ 62,391 $ 91,811 $ 170,906 $ 182,269

14 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

Repurchases of OP Units in conjunction with equity award plans ( 2 ) — ( 2 )

Net income 87,791 — 87,791

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

Beginning balance, January 1, 2023 $ 2,855,232 $ 8,851 $ 2,864,083

5 unchanged sentences

Ending balance, March 31, 2023 2,882,370 5,120 2,887,490

Distributions to partners ( 78,754 ) — ( 78,754 )

Equity based compensation expense 5,019 — 5,019

Other comprehensive income — 5,983 5,983

Issuance of OP Units 1 — 1

Net income 56,408 — 56,408

Ending balance, June 30, 2023 2,865,044 11,103 2,876,147

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:

9 unchanged sentences

Equity based compensation 8,835 10,343

(Gain) loss on extinguishment of debt, net ( 4,350 ) 221

Changes in operating assets and liabilities:

10 unchanged sentences

Proceeds from sale of marketable securities 20,772 14,404

Net cash provided by (used in) investing activities 48,485 ( 174,937 )

Net cash used in investing activities ( 11,909 ) ( 416,577 )

Financing activities:

1 unchanged sentence

Proceeds from borrowings under unsecured revolving credit facility 250,000 600,000

Repayment of borrowings under unsecured term loans and notes — ( 250,000 )

Proceeds from unsecured notes 200,000 —

Repayment of borrowings under unsecured notes ( 194,253 ) ( 250,000 )

Deferred financing and debt extinguishment costs ( 474 ) ( 8,223 )

25 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, 2023, the Company’s portfolio was comprised of 367 shopping centers (the “Portfolio”) totaling approximately 65 million square feet of GLA.

As of June 30, 2023, the Company’s portfolio was comprised of 365 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.

29 unchanged sentences

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.

3 unchanged sentences

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:

During the six months ended June 30, 2023, the Company acquired the following asset:

Description (1)

Location Month Acquired GLA Aggregate Purchase Price (2)

Land at Aurora Plaza (3)

Aurora, CO Apr-23 N/A $ 1,914

(1) No debt was assumed related to the listed acquisition.

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

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

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

Description (1)

Location Month Acquired GLA Aggregate Purchase Price (2)

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

3 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 were under contract to be acquired.

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

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,

The aggregate purchase price of the assets acquired during the six months ended June 30, 2023 and 2022, respectively, has been allocated as follows:

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

Assets 2023 2022

Land $ 1,914 $ 84,361

8 unchanged sentences

Net assets acquired $ 1,914 $ 409,688

(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.

(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, 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.

During the three months ended June 30, 2023, the Company disposed of two shopping centers and five partial shopping centers for aggregate net proceeds of $ 25.6 million, resulting in aggregate gain of $ 3.6 million and aggregate impairment of $ 5.0 million.

In addition, during the three months ended June 30, 2023, the Company received aggregate net proceeds of $0.3 million related to a non-operating asset and resolved contingencies related to a previously disposed asset, resulting in net gain of $0.2 million.

During the six months ended June 30, 2023, the Company disposed of eight shopping centers and seven partial shopping centers for aggregate net proceeds of $ 145.3 million, resulting in aggregate gain of $ 52.1 million and aggregate impairment of $ 6.1 million.

In addition, during the six months ended June 30, 2023, the Company received aggregate net proceeds of $ 0.3 million related to a non-operating asset, resulting in net gain of $ 0.2 million.

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.

As of June 30, 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.

7 unchanged sentences

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.

There were no discontinued operations for the three and six months ended June 30, 2023 and 2022 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, 2023 December 31, 2022

June 30, 2023 December 31, 2022

Land $ 1,799,837 $ 1,820,358

7 unchanged sentences

Total $ 7,802,486 $ 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.

(1) As of June 30, 2023 and December 31, 2022, Lease intangibles consisted of $ 470.6 million and $ 492.0 million, respectively, of in-place leases and $ 49.2 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.

(2) As of June 30, 2023 and December 31, 2022, Accumulated depreciation and amortization included $ 451.7 million and $ 465.2 million, respectively, of accumulated amortization related to Lease intangibles.

In addition, as of June 30, 2023 and December 31, 2022, the Company had intangible liabilities relating to below-market leases of $ 337.5 million and $ 349.7 million, respectively, and accumulated accretion of $ 247.5 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.

Below-market lease accretion income, net of above-market lease amortization for the three months ended June 30, 2023 and 2022 was $ 2.7 million and $ 3.0 million, respectively.

Below-market lease accretion income, net of above-market lease amortization for the six months ended June 30, 2023 and 2022 was $ 6.0 million and $ 5.9 million, respectively.

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

Amortization expense associated with in-place lease value for the three months ended March 31, 2023 and 2022 was $ 4.5 million and $ 4.1 million, respectively.

Amortization expense associated with in-place lease value for the three months ended June 30, 2023 and 2022 was $ 3.9 million and $ 4.8 million, respectively.

Amortization expense associated with in-place lease value for the six months ended June 30, 2023 and 2022 was $ 8.4 million and $ 8.9 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

2023 (remaining nine months) $ ( 7,627 ) $ 11,095

2023 (remaining six months) $ ( 5,025 ) $ 7,208

2024 ( 9,526 ) 11,899

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, 2023:

Three Months Ended March 31, 2023

The Company recognized the following impairments during the three months ended June 30, 2023:

Three Months Ended June 30, 2023

Property Name (1)

Location GLA Impairment Charge

The Manchester Collection - Crossroads Manchester, CT 172,474 $ 1,100

The Quentin Collection Kildeer, IL 171,530 $ 11,705

Broadway Faire - Theater Box (2)

Fresno, CA 39,983 2,102

Elk Grove Town Center (2)

Elk Grove Village, IL 61,609 1,796

Spring Mall (2)

Greenfield, WI 45,920 1,078

The Manchester Collection - Crossroads (2)

Manchester, CT 14,867 55

333,909 $ 16,736

(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

(1) The Company recognized impairment charges based upon changes in the anticipated hold periods of these properties and/or offers from third party buyers in connection with the Company’s capital recycling program.

(2) The Company disposed of this property during the six months ended June 30, 2023

The Company recognized the following impairments during the six months ended June 30, 2023:

Six Months Ended June 30, 2023

Property Name (1)

Location GLA Impairment Charge

The Quentin Collection Kildeer, IL 171,530 $ 11,705

Broadway Faire - Theater Box (2)

Fresno, CA 39,983 2,102

Elk Grove Town Center (2)

Elk Grove Village, IL 61,609 1,796

The Manchester Collection - Crossroads (2)

Manchester, CT 14,867 1,155

Spring Mall (2)

Greenfield, WI 45,920 1,078

333,909 $ 17,836

(2) The Company disposed of this property during the six months ended June 30, 2023

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

Three Months Ended June 30, 2022

Property Name (1)

Location GLA Impairment Charge

Torrington Plaza (2)

Torrington, CT 125,496 $ 7

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

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

12 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, 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 six months ended June 30, 2023, the Company entered into three 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:

Detail on the Company’s interest rate derivatives designated as cash flow hedges outstanding as of June 30, 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

June 30, 2023 December 31, 2022 June 30, 2023 December 31, 2022

Interest Rate Swaps 7 4 $ 500,000 $ 300,000

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.

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:

Detail on the fair value of the Company’s interest rate derivatives on a gross and net basis as of June 30, 2023 and December 31, 2022 is as follows:

Fair Value of Derivative Instruments

Interest rate swaps classified as:

March 31, 2023 December 31, 2022

June 30, 2023 December 31, 2022

Gross derivative assets $ 11,697 $ 9,640

Gross derivative liabilities — —

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.

Net derivative assets $ 11,697 $ 9,640

The gross derivative assets are included in Other assets 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 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 volatility.

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:

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, 2023 and 2022 is as follows:

Derivatives in Cash Flow Hedging Relationships

(Interest Rate Swaps) Three Months Ended March 31,

Change in unrealized gain (loss) on interest rate swaps $ ( 2,467 ) $ 9,434

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

2023 2022 2023 2022

Change in unrealized gain on interest rate swaps $ 8,440 $ 2,727 $ 5,973 $ 12,161

Amortization (accretion) of interest rate swaps to interest expense ( 2,395 ) 1,373 ( 3,916 ) 3,220

Change in unrealized gain (loss) on interest rate swaps, net $ ( 3,988 ) $ 11,281

Change in unrealized gain on interest rate swaps, net $ 6,045 $ 4,100 $ 2,057 $ 15,381

The Company estimates that $ 11.3 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.

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, 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.

As of June 30, 2023 and December 31, 2022, the Company did not have any non-designated hedges.

Credit-risk-related Contingent Features

2 unchanged sentences

Debt Obligations

As of March 31, 2023 and December 31, 2022, the Company had the following indebtedness outstanding:

As of June 30, 2023 and December 31, 2022, the Company had the following indebtedness outstanding:

Carrying Value as of

18 unchanged sentences

$ 4,913,212 $ 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.

(1) Stated interest rates as of June 30, 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 3.70 % as of June 30, 2023.

(3) The Company's Revolving Facility (defined hereafter) and Term Loan Facility (defined hereafter) include a sustainability metric incentive, which can reduce the applicable credit spread by up to two basis points.

During the six months ended June 30, 2023, the Company concluded that it did not qualify for a reduction to the applicable credit spread during the six months ended June 30, 2023 and year ended December 31, 2022 resulting in a less than $ 0.1 million increase to interest expense.

(4) Effective June 1, 2022, the Company has in place four interest rate swap agreements that convert the variable interest rate on $ 300.0 million outstanding under the Term Loan Facility (defined hereafter) to a fixed, combined interest rate of 2.59 % (plus a spread of 120 basis points) through July 26, 2024.

(5) Effective May 1, 2023, the Company has in place three interest rate swap agreements that convert the variable interest rate on $ 200.0 million outstanding under the Term Loan Facility (defined hereafter) to a fixed, combined interest rate of 3.59 % (plus a spread of 120 basis points and Secured Overnight Financing Rate ("SOFR") adjustment of 10 basis points) through the maturity of the term loan on July 26, 2027.

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.

The Operating Partnership has an unsecured credit facility as amended and restated on 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, which was drawn on April 24, 2023 (together the "Term Loan Facility").

During the six months ended June 30, 2023, the Operating Partnership repaid $ 125.0 million, net of borrowings, under its Revolving Facility, with proceeds from dispositions.

In April 2023, the Operating Partnership commenced a cash tender offer (the "Tender Offer") for up to $ 199.6 million of its outstanding 3.65 % Senior Notes due 2024 (the "2024 Notes"), which expired on April 24, 2023.

Pursuant to the Tender Offer, the Operating Partnership repurchased $ 199.6 million of its 2024 Notes on April 25, 2023.

Following the Tender Offer, $ 300.4 million aggregate principal amount of the 2024 Notes remain outstanding.

The Operating Partnership funded the Tender Offer with proceeds from its $ 200.0 million delayed draw term loan, which was drawn on April 24, 2023.

In connection with the Tender Offer, the Company recognized a $ 4.3 million gain on extinguishment of debt during the three months ended June 30, 2023.

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.

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

As of June 30, 2023 and December 31, 2022, the Company had accrued interest of $ 46.4 million and $ 47.3 million outstanding, respectively.

As of June 30, 2023, scheduled maturities of the Company’s outstanding debt obligations were as follows:

Year ending December 31,

2023 (remaining nine months) $ —

2023 (remaining six months) $ —

Thereafter 2,410,911

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Total debt obligations, net $ 4,913,212

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

As of the date the financial statements were issued, the Company's scheduled debt maturities for the next 12 months were comprised of the $ 300.4 million outstanding principal balance on the 2024 Notes.

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

June 30, 2023 December 31, 2022

Value Carrying

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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

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

Fair Value Measurements as of June 30, 2023

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

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Interest rate derivatives $ 11,697 $ — $ 11,697 $ —

Interest rate derivatives $ ( 1,731 ) $ — $ ( 1,731 ) $ —

Fair Value Measurements as of December 31, 2022

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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.

(1) As of June 30, 2023 and December 31, 2022, marketable securities included $ 0.6 million and $ 0.8 million of net unrealized losses, respectively.

As of June 30, 2023, the contractual maturities of the Company’s marketable securities were within the next five years.

Non-Recurring Fair Value

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

The table includes information related to properties that were remeasured to fair value as a result of impairment testing during the three months ended March 31, 2023, excluding the properties sold prior to March 31, 2023.

The table includes information related to properties that were remeasured to fair value as a result of impairment testing during the six months ended June 30, 2023, excluding the properties sold prior to June 30, 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

Fair Value Measurements as of June 30, 2023

Balance Quoted Prices in Active Markets for Identical Assets

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$ 14,987 $ — $ — $ 14,987 $ 11,705

(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.

(1) Excludes properties disposed of prior to June 30, 2023.

(2) The carrying value of The Quentin Collection, which was remeasured to fair value based upon an income approach valuation using the direct capitalization method during the three months ended June 30, 2023, is $ 15.0 million.

The capitalization rate of 8.75% utilized in the analysis was based upon unobservable inputs that the Company believes to be within a reasonable range of current market rates for the property.

Revenue Recognition

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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.

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.

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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 $ 3.8 million and $ 3.4 million of income based on percentage rents for the three months ended March 31, 2023 and 2022, respectively.

The Company recognized $ 2.0 million and $ 2.4 million of income based on percentage rents for the three months ended June 30, 2023 and 2022, respectively.

The Company recognized $ 5.7 million and $ 5.9 million of income based on percentage rents for the six months ended June 30, 2023 and 2022, 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, 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.

As of June 30, 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.

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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 2023 2022 2023 2022

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Total lease costs $ 1,530 $ 1,696 $ 3,080 $ 3,214

Three Months Ended March 31,

Six Months Ended June 30,

Supplemental Statements of Cash Flows Information 2023 2022

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ROU assets obtained in exchange for operating lease liabilities 23 10,708

ROU asset reduction due to dispositions, held for sale, and lease modifications ( 144 ) —

Operating Lease Liabilities As of

March 31, 2023

June 30, 2023

Future minimum operating lease payments:

2023 (remaining nine months) $ 4,542

2023 (remaining six months) $ 3,016

Thereafter 30,956

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Supplemental Balance Sheets Information As of

March 31, 2023 As of December 31, 2022

June 30, 2023 As of December 31, 2022

Operating lease liabilities (1)(2)

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33,670 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.

(1) As of June 30, 2023 and December 31, 2022, the weighted average remaining lease term was 16.1 years and 16.0 years, respectively, and the weighted average discount rate was 4.44 % 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.

As of June 30, 2023, there were no material leases that have been executed but not yet commenced.

Equity and Capital

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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.

During the six months ended June 30, 2023, the Company did not issue any shares of common stock under the ATM Program.

During the six months ended June 30, 2022, the Company issued 1.9 million shares of common stock under the Prior 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 Prior ATM Program for the six months ended June 30, 2022.

As of June 30, 2023, $ 400.0 million of common stock remained available for issuance under the ATM Program.

Share Repurchase Program

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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.

During the six months ended June 30, 2023 and 2022, the Company did not repurchase any shares of common stock.

As of June 30, 2023, the Repurchase Program had $ 400.0 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, 2023 and 2022, the Company withheld 0.5 million and 0.4 million shares of its common stock, respectively.

During the six months ended June 30, 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.

During the three months ended June 30, 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.

During the six months ended June 30, 2023 and 2022, the board of directors declared common stock dividends and OP Unit distributions of $ 0.52 per share/unit and $ 0.48 per share/unit, respectively.

As of June 30, 2023 and December 31, 2022, the Company had declared but unpaid common stock dividends and OP Unit distributions of $ 81.2 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.

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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.

During the three months ended March 31, 2023 and the year ended December 31, 2022, the Company granted RSUs to certain employees.

During the six months ended June 30, 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.

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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 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.

The aggregate number of RSUs granted, assuming the achievement of target level performance, was 0.7 million and 0.7 million for the six months ended June 30, 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 RSU's granted, fair value is based on the Company's grant date stock price or the grant date stock price adjusted for dividend or dividend equivalent rights, when applicable.

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,

Assumption Six Months Ended June 30, 2023 Year Ended,

December 31, 2022

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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.

During the three months ended June 30, 2023 and 2022, the Company recognized $ 5.0 million and $ 6.5 million of equity compensation expense, respectively, of which $ 0.4 million and $ 0.5 million was capitalized, respectively.

During the six months ended June 30, 2023 and 2022, the Company recognized $ 9.5 million and $ 11.1 million of equity compensation expense, respectively, of which $ 0.7 million and $ 0.8 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.

As of June 30, 2023, the Company had $ 28.2 million of total unrecognized compensation expense related to unvested stock compensation, which is expected to be recognized over a weighted average period of approximately 2.2 years.

Earnings per Share

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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, 2023 and 2022 (dollars in thousands, except per share data):

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, 2023 and 2022 (dollars in thousands, except per share data):

Ended June 30, Six Months

Ended June 30,

2023 2022 2023 2022

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, 2023 and 2022 (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, 2023 and 2022 (dollars in thousands, except per unit data):

Three Months Ended June 30, Six Months

Ended June 30,

2023 2022 2023 2022

Computation of Basic Earnings Per Unit:

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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.

During the three and six months ended June 30, 2023 and 2022, the Company did no t incur any material governmental fines resulting from environmental matters.

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.

As of June 30, 2023 and December 31, 2022, there were no material receivables from or payables to related parties.

During the three and six months ended June 30, 2023 and 2022, 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, 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.

In preparing the unaudited Condensed Consolidated Financial Statements, the Company has evaluated events and transactions occurring after June 30, 2023 for recognition and/or disclosure purposes.

Based on this evaluation, there were no subsequent events from June 30, 2023 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