What changed in this filing

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Item 1. Business

2024-02-12 compared with 2023-02-13 · 67 added, 76 removed, 120 unchanged (54% of the section changed)

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Number of Shopping Centers 362

GLA (square feet) 66.0 million

GLA (square feet) (1)

Percent Billed (2)

Percent Leased (3)

Annualized Base Rent ("ABR") Per Square Foot (“PSF”) (1)

New, Renewal and Option Volume (square feet) (2)

ABR Per Square Foot ("PSF") (4)

New Lease Volume (square feet) (5)

New, Renewal and Option Rent Spread (2)(3)

New and Renewal Lease Volume (square feet) (5)

New, Renewal and Option Lease Volume (square feet) (5)

New Rent Spread (5)(6)

New and Renewal Rent Spread (5)(6)

New, Renewal and Option Rent Spread (5)(6)

Percent Grocery-Anchored Shopping Centers (7)

Percent of ABR in Top 50 U.S.

(1) GLA represents the total amount of leasable property square footage.

(2) Billed GLA as a percentage of total GLA.

Billed GLA represents the aggregate GLA of all commenced leases with an initial term of one year or greater, as of a specified date.

(3) Leased GLA as a percentage of total GLA.

Leased GLA represents the aggregate GLA of all signed or commenced leases with an initial term of one year or greater, as of a specified date, excluding all signed leases on space that will be vacated by existing tenants in the near term.

(4) ABR represents contractual monthly base rent as of a specified date under leases that have been signed or commenced as of the specified date, multiplied by 12.

For purposes of calculating ABR, all signed or commenced leases with an initial term of one year or greater are included.

For purposes of calculating ABR, all signed or commenced leases with an initial term of one year or greater are included and all signed leases on space that will be vacated by existing tenants in the near term are excluded.

ABR PSF is calculated as ABR divided by leased GLA, excluding the GLA of lessee-owned leasehold improvements.

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Based on comparable leases only, which consist of new leases signed on units that were occupied within the prior 12 months, renewal leases signed with the same tenant in all or a portion of the same location or that include the expansion into space that was occupied within the prior 12 months, and contractual renewal options exercised by tenants in the same location to extend the term of an expiring lease.

New leases signed on units that have been vacant for longer than 12 months, new leases signed on first generation space, and new leases that are ancillary in nature regardless of term are deemed non-comparable and excluded from New Rent Spreads.

Renewals that include the expansion of an existing tenant into space that has been vacant for longer than 12 months and renewals that are ancillary in nature regardless of term are deemed non-comparable and excluded from Renewal Rent Spreads.

(7) Based on number of shopping centers.

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Our key strategies to achieve this objective include proactively managing our Portfolio to drive internal growth, pursuing value-enhancing reinvestment opportunities, and prudently executing on acquisition and disposition activity, while also maintaining a flexible capital structure positioned for growth.

In addition, as we execute on our key strategies, we do so guided by our purpose-driven Corporate Responsibility (“CR”) strategy and our commitment to environmental, social, and governance (“ESG”) issues.

In addition, as we execute on our key strategies, we do so guided by our purpose-driven Corporate Responsibility ("CR") strategy.

Driving Internal Growth.

Our primary drivers of internal growth include (i) embedded contractual rent escalations, (ii) below-market rents that may be reset to market as leases expire, (iii) occupancy growth, and (iv) prudent expense management, including proactively navigating inflationary pressure on operating costs and wages.

Ongoing strong new leasing productivity, with a key focus on merchandising and our enhanced underwriting processes, have also enabled us to consistently improve the credit of our tenancy and the vibrancy and relevancy of our Portfolio to retailers and consumers.

Ongoing strong new leasing productivity, with a key focus on thoughtful merchandising and our rigorous underwriting processes, have also enabled us to consistently improve the credit of our tenancy and the vibrancy and relevancy of our Portfolio to retailers and consumers.

During 2023, we executed 577 new leases representing approximately 3.0 million square feet and 1,653 total leases, including new leases, renewals, and options, representing approximately 10.2 million square feet.

We believe that rents across our Portfolio are well below market, which provides us with a key competitive advantage in attracting and retaining tenants.

We believe that rents across our Portfolio are below market, which provides us with a key competitive advantage in attracting and retaining tenants.

During 2023, we achieved rent spreads on new leases of 40.0% and blended rent spreads on new and renewal leases of 19.3% excluding options or 15.3% including options.

Looking forward, the weighted average expiring ABR PSF of anchor lease expirations through 2026, assuming no remaining renewal options are exercised, is $10.55 compared to a weighted average ABR PSF of $15.26 for new anchor leases signed during 2023.

Our high-quality, nationally diversified portfolio of community and neighborhood shopping centers continues to benefit from the desire of many thriving retail platforms to locate in physical formats that provide greater access and proximity to their customers, which has led to robust leasing demand and below-average tenant move-out activity, driving record leased occupancy in 2022.

Our high-quality, nationally diversified portfolio of community and neighborhood shopping centers continues to benefit from robust, broad based leasing demand for physical locations, driving record leased occupancy in 2023.

We believe there is opportunity for further occupancy gains in our Portfolio, particularly for spaces less than 10,000 square feet, as such spaces will continue to benefit from our value-enhancing reinvestment initiatives.

As of December 31, 2022, leased occupancy was a record 89.2% for spaces less

than 10,000 square feet, while our total leased occupancy was a record 93.8%.

As of December 31, 2023, leased occupancy was a record 90.3% for spaces less than 10,000 square feet, while our total leased occupancy was a record 94.7%.

The spread between our total leased occupancy and our total billed occupancy was 410 basis points and our total signed but not yet commenced lease population, which includes an additional 60 basis points of GLA related to space that will soon be vacated by existing tenants, represented 3.0 million square feet and $64.0 million of ABR, providing strong visibility on our future growth.

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As of December 31, 2023, we had 45 projects in process with an expected weighted average incremental NOI yield of 9% and an aggregate anticipated cost of $429.2 million.

In addition, we have identified a pipeline of future reinvestment projects aggregating approximately $1.0 billion of potential capital investment, which we expect to execute over the next several years at NOI yields that are generally consistent with those that we have recently realized.

In addition, we have identified a pipeline of future reinvestment projects aggregating approximately $900 million of potential capital investment, which we expect to execute over the next several years at NOI yields that are generally consistent with those that we have recently realized.

Prudently executing on acquisition and disposition activity.

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During 2023, we acquired $2.3 million of assets, including transaction costs and closing credits, and generated aggregate net proceeds of $182.3 million from property dispositions.

Acquisitions were funded through a combination of net proceeds from property dispositions and available cash.

Proceeds from dispositions were used to repay $106.5 million, net of borrowings, under our $1.25 billion revolving credit facility (the "Revolving Facility"), and to fund value-enhancing reinvestment opportunities.

Acquisitions during 2023 were limited as we remained disciplined in navigating a dynamic capital markets environment.

Maintaining a Flexible Capital Structure Positioned for Growth.

We believe our capital structure provides us with the financial flexibility and capacity to fund our current capital needs as well as future growth opportunities.

We believe our capital structure provides us with the financial and operational flexibility and capacity to fund our current capital needs, as well as future growth opportunities.

We have access to multiple forms of capital, including secured property level debt, unsecured corporate level debt, preferred equity, and common equity, which will allow us to efficiently execute on our strategic and operational objectives.

We have investment grade credit ratings from all three major credit rating agencies and during 2022, we received a credit rating upgrade from Fitch Ratings and a positive credit rating outlook from S&P Global Ratings.

During 2022, we amended and restated our unsecured credit facility (the “Unsecured Credit Facility”), which is comprised of a $1.25 billion revolving credit facility (the “Revolving Facility”) and a $300 million term loan facility, in addition to a new $200 million delayed draw term loan (together, the “Term Loan Facility").

The Unsecured Credit Facility amendment extended the maturities of the Revolving Facility and Term Loan Facility to June 2026 and July 2027, respectively, while also improving pricing and adding a sustainability-linked pricing component related to our continued reductions of greenhouse gas emissions.

During 2022, we also renewed our $400 million share repurchase program and our $400 million at-the-market equity offering program (“ATM”), which together provide us with maximum flexibility to capitalize on a wide range of potential capital markets environments and support the long-term execution of our balanced business plan.

Also, during 2022 we repaid $250.0 million of our senior unsecured notes due 2022 with available cash.

As of December 31, 2022, we had $1.35 billion of available liquidity, including $1.12 billion under our Revolving Facility, $200.0 million under our delayed draw term loan, and $21.3 million of cash and cash equivalents and restricted cash.

We have no debt maturities in 2023 and have $500.0 million of debt maturities in June 2024.

We have investment grade credit ratings from all three major credit rating agencies and during 2023, we received a credit rating upgrade from S&P Global Ratings.

We have an unsecured credit facility, as amended and restated on April 28, 2022 (the "Unsecured Credit Facility"), which is comprised of the $1.25 billion Revolving Facility and a $300.0 million term loan, in addition to a $200.0 million delayed draw term loan, which was drawn on April 24, 2023 (together, the "Term Loan Facility").

The Revolving Facility and Term Loan Facility mature in June 2026 and July 2027, respectively.

We also have a $400 million share repurchase program and a $400 million at-the-market equity offering program ("ATM"), which together provide us with maximum flexibility to capitalize on a wide range of potential capital markets environments and support the long-term execution of our balanced business plan.

During 2023, we repurchased $199.6 million of our 3.650% Senior Notes due 2024 (the "2024 Notes") pursuant to a cash tender offer (the "Tender Offer"), with $300.4 million aggregate principal amount of the 2024 Notes remaining outstanding.

We funded the Tender Offer with proceeds from our $200.0 million delayed draw term loan.

As of December 31, 2023, we had $1.25 billion of available liquidity, including $1.23 billion under our Revolving Facility

and $18.9 million of cash and cash equivalents and restricted cash.

We have $300.4 million of debt maturities in 2024 and have $700.0 million of debt maturities in February 2025.

Operating in a Socially Responsible Manner.

We believe that prioritizing corporate responsibility is critical to delivering consistent, sustainable growth.

Our CR strategy is integrated throughout our organization and is focused on creating partnerships that improve the social, economic, and environmental well-being of all our stakeholders

including our communities, employees, tenants, suppliers and vendors, and investors.

Our strong commitment to ESG issues directly aligns with our core values and our vision to be the center of the communities we serve.

Our ESG Steering Committee, which is comprised of executive and senior leadership from a variety of functional areas, meets quarterly to set, implement, monitor, and communicate our CR strategy and related initiatives.

Our board of directors, through our Nominating and Corporate Governance Committee (“NCGC”) oversees our CR initiatives to ensure that our actions consistently demonstrate our strong commitment to operating in an environmentally and socially responsible manner.

We believe that prioritizing CR is critical to delivering consistent, sustainable growth.

Our CR strategy is integrated throughout our organization and is focused on creating partnerships that improve the social, economic, and environmental well-being of all our stakeholders including our communities, employees, tenants, suppliers and vendors, and investors.

Our strong commitment to CR directly aligns with our core values and our vision to be the center of the communities we serve.

Our Board of Directors, through our Nominating and Corporate Governance Committee ("NCGC") oversees our CR initiatives to ensure that our actions demonstrate our strong commitment to operating in an environmentally and socially responsible manner.

To facilitate their oversight, the NCGC and our Board of Directors are provided with quarterly updates on our initiatives by our senior leadership team.

Our internal steering committee, which is comprised of executive and senior leadership from a variety of functional areas, meets quarterly to set, implement, monitor, and communicate our CR strategy and related initiatives.

CR objectives are included as part of our executive officers' goals and the achievement of such goals impacts the individual performance portion of their compensation.

We provide best-in-class, comprehensive CR disclosures, prepared in accordance with the Global Reporting Initiative (“GRI”) Standards and in alignment with Sustainability Accounting Standards Board (“SASB”) and Task Force on Climate-related Financial Disclosures (“TCFD”) reporting frameworks.

We are a GRESB participant and a signatory to the Science Based Targets initiative (“SBTI”).

We provide comprehensive CR disclosures, prepared in alignment with standards from the Sustainability Accounting Standards Board and the Task Force on Climate-related Financial Disclosures and with reference to the Global Reporting Initiative's Sustainability Reporting Standard, and we are a GRESB participant.

• Environmental Responsibility:

In 2021, our ESG Steering Committee formalized the Company’s Climate Change Policy, which articulates our strategy for the assessment of and response to the risks posed by climate change and natural hazards to our properties, our tenants, and the communities we serve.

As part of this policy, we set a goal to achieve net zero carbon emissions by 2045 for areas under our operational control.

As a signatory of the SBTI, aligned with the 1.5 degree Celsius pathway, we are committed to an interim reduction of greenhouse gas emissions by 50% by 2030 for areas under our operational control.

As of December 31, 2021, we have achieved a 38% reduction against this interim SBTI goal.

We recognize that climate change could have an impact on our Portfolio and the communities we serve.

We released our Climate Change Policy in 2021, and committed to achieving net zero carbon emissions by 2045 for areas under our operational control.

As a signatory of the Science Based Targets initiative ("SBTi"), aligned with the 1.5 degree Celsius pathway, we are also committed to reducing our Scope 1 and 2 emissions by 50% by 2030, as compared to a 2018 baseline, for areas under our operational control.

As of December 31, 2022, improvements in energy efficiency and the addition of renewable energy sources to our properties have resulted in an approximately 40% reduction against this interim SBTi goal.

In addition, we continue to make meaningful progress towards achieving our long-term sustainability goals related to energy efficiency projects such as LED lighting conversions and equipment upgrades, on-site renewable energy projects such as solar panel installations, and water conservation projects such as smart irrigation and xeriscaping.

• Human Capital:

As of December 31, 2023, we had 513 employees, including 510 full-time employees.

Our talented and committed employees are the foundation of our success.

Our talented and dedicated employees are the foundation of our success.

Together, we strive to promote a culture that is supportive, collaborative, and inclusive, and that provides opportunities for both personal and professional growth.

We empower our employees to think and act like owners in order to create value for all stakeholders.

This approach enables us to attract and retain diverse and talented professionals while fostering collaborative, skilled, and motivated teams.

We believe this approach enables us to attract and retain diverse and talented professionals while fostering collaborative, skilled, and motivated teams.

The pillars of our human capital strategy are:

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We believe that employees that are personally engaged in our vision to be the center of the communities we serve and are connected with similarly engaged colleagues will be more effective in their roles.

We measure employee engagement through biennial employee surveys and utilize the results from such surveys to continually improve our organization, enhancing benefits and various other forms of support based on employee feedback.

We measure employee engagement through biennial employee engagement surveys and utilize the results from such surveys to continually improve our organization, enhancing benefits and various other forms of support based on employee feedback.

Our engagement and connectivity initiatives have contributed to our 99% employee satisfaction score and 100% participation in annual performance reviews and talent development discussions.

• Growth and Development :

We encourage our employees to grow and develop their interests, skills, and passions by providing learning opportunities along with professional and personal training.

We encourage our employees to grow and develop their interests, skills, and passions by providing a variety of professional and personal training opportunities.

Our annual talent development process is intended to provide a well-rounded perspective on individual performance by recognizing employee strengths, identifying opportunities for growth, and developing actionable plans for professional development.

We foster employee growth by providing:

comprehensive training programs geared towards specific job functions;

comprehensive training programs;

innovative development programs, such as two-year intensive apprenticeship programs for entry level employees in leasing, property management, and construction;

Predictive Index Behavioral Assessments to enhance self-awareness and effective collaboration;

education assistance through reimbursements for tuition and professional licensure;

mentorship programs for early career professionals;

Predictive Index Behavioral Assessments to

enhance self-awareness and effective collaboration;

educational assistance for tuition and professional licensure;

and personal development accounts, which provide time off and expense reimbursement for a personal or professional development activity chosen by the employee.

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Our commitment to the health and well-being of our employees is a crucial component of our culture.

We provide a wide-range of employee benefits including comprehensive medical, prescription, dental and vision insurance coverage (the majority of which is paid for by the Company);

paid maternity, paternity, and adoption leave;

matching 401(k) contributions;

life insurance, disability benefits, and spousal death benefits;

and a variety of time off benefits.

We also encourage healthy lifestyles through initiatives such as:

an annual wellness spending account;

access to online applications such as Noom (for developing healthy eating and lifestyle habits) and Headspace (for mindfulness and meditation);

weekly live meditation breaks;

We provide a wide-range of employee benefits and encourage healthy lifestyles through initiatives such as annual wellness spending accounts;

free access to online wellness applications;

live wellness events;

health-oriented employee competitions;

and "Wellness Wednesdays," which include live demonstrations related to a variety of healthy lifestyle topics.

We also provide free access to licensed counselors to support mental health and offer hybrid work schedules to maximize engagement, collaboration, and efficiency, while supporting a healthy work-life balance.

• Diversity, Equity, and Inclusion (“DEI”):

free access to licensed counselors, financial advisors, legal specialists, and other professionals;

and hybrid work schedules to maximize engagement, collaboration, and efficiency, while supporting a healthy work-life balance.

• Inclusive Culture:

We believe our performance is enhanced by an inclusive environment that reflects the diversity of the communities we serve.

We advocate for DEI in every part of our organization and strive to create equal opportunities for all current and future employees.

We believe a culture based on DEI is critical to our ability to attract and retain talented employees and to deliver on our strategic goals and objectives.

Every year, each employee participates in culture and ethics training and signs a pledge to commit to helping create and maintain an inclusive culture free from harassment based on race, sexual orientation, gender, and other protected classes.

Our DEI Leadership Council, comprised of diverse senior leaders from a variety of functional areas, reports directly to our CEO and assists in maintaining best practices and behaviors to enhance inclusion and promote equity and diversity.

In addition, our employee-led Employee Resource Group helps further the DEI Leadership Council's key initiatives by bringing employees together to connect and learn.

We also regularly feature DEI themes in employee trainings and community events, such as our Big Brain Days.

We strive to ensure diversity of job candidates through partnerships with DEI focused organizations such as ICSC Launch Academy and Sponsors For Educational Opportunity (SEO), which seek to provide summer internship opportunities for racially diverse undergraduate students.

We also assess pay equity periodically as it relates to gender, race, and ethnicity based on a role/similar-role basis.

On average, there is no pay gap with respect to gender or race/ethnicity across the Company.

Additionally, in 2021, our CEO signed the CEO Action for Diversity & Inclusion TM pledge, which is the largest CEO-driven business commitment to advance DEI in the workplace.

In 2022, we became a founding donor to Nareit's Dividends Through Diversity, Equity, & Inclusion Giving Campaign, which supports charitable and educational organizations and initiatives that will help create a more diverse, equitable, and inclusive REIT and publicly traded real estate industry.

For more information on our CR strategy, goals, performance, and achievements, please visit our CR page at https://www.brixmor.com/why-brixmor/corporate-responsibility.

Information on our website is not incorporated by reference herin and is not a part of this Annual Report on Form 10-K

We believe a culture based on inclusion is critical to our ability to attract and retain talented employees and to deliver on our strategic goals and objectives.

For more information on our CR strategy, goals, performance, and achievements, please visit our CR page at https://www.brixmor.com/corporate-responsibility.

Information on our website is not incorporated by reference herein and is not a part of this Annual Report on Form 10-K.

Our national portfolio is thoughtfully merchandised with non-discretionary and value-oriented retailers, as well as consumer-oriented service providers, and is home to a broad mix of national and regional tenants and local entrepreneurs.

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Executive Officers

As of December 31, 2022, each of our executive officers has been employed by us for more than five years and included the following:

As of the date of filing this Form 10-K, our executive officers included the following:

Name Position Year Joined (1)

James Taylor President, Chief Executive Officer 2016 56

Angela Aman Executive Vice President, Chief Financial Officer and Treasurer 2016 43

Finnegan Executive Vice President, Chief Revenue Officer 2004 42

Taylor Chief Executive Officer ("CEO") and President 2016 57

Gallagher Senior Vice President, Chief Accounting Officer and Interim Chief Financial Officer ("CFO") and Treasurer 2017 42

Finnegan Senior Executive Vice President, Chief Operating Officer 2004 43

Horgan Executive Vice President, Chief Investment Officer 2016 48

Siegel Executive Vice President, General Counsel and Secretary 1991 63

Carolyn Carter Singh (2)

Executive Vice President, Chief Talent Officer 2001 60

(1) Includes predecessors of Brixmor Property Group Inc.

(2) Effective January 4, 2023, Shea Taylor, age 50, replaced Carolyn Carter Singh, upon her retirement, as Executive Vice President, Chief Talent Officer

Corporate Headquarters

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Information on our website is not incorporated by reference herein and is not a part of this Annual Report on Form 10-K.

We make available free of charge on our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after those reports are electronically filed with or furnished to the SEC.

We make available free of charge on our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after those reports are electronically filed with or furnished to the SEC.

We also make available through our website other reports filed with or furnished to the SEC under the Exchange Act, including our proxy statements and reports filed by officers and directors under Section 16(a) of the Exchange Act.

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Therefore, we encourage investors and others interested in our company to review the information we post on the “Investors” portion of our website.

addition, you may enroll to automatically receive e-mail alerts and other information about our company by visiting “Email Alerts” under the “Additional Info” section of the “Investors” portion of our website.

In addition, you may enroll to automatically receive e-mail alerts and other information about our company by visiting “Email Alerts” under the “Additional Info” section of the “Investors” portion of our website.

Dividend Reinvestment & Direct Stock Purchase Plan

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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-K

Item 1. Business