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Item 2. Management’s Discussion and Analysis

2024-07-29 compared with 2024-04-29 · 175 added, 79 removed, 235 unchanged (52% of the section changed)

9 unchanged sentences

We own and operate 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, 2024, our portfolio was comprised of 359 shopping centers (the "Portfolio") totaling approximately 64 million square feet of GLA.

As of June 30, 2024, our portfolio was comprised of 360 shopping centers (the "Portfolio") totaling approximately 64 million square feet of GLA.

Our high-quality national Portfolio is primarily located within established trade areas in the top 50 Core-Based Statistical Areas in the U.S., and our shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers.

As of March 31, 2024, our three largest tenants by annualized base rent ("ABR") were The TJX Companies, Inc.

As of June 30, 2024, our three largest tenants by annualized base rent ("ABR") were The TJX Companies, Inc.

("TJX"), The Kroger Co.

22 unchanged sentences

Leasing Highlights

As of March 31, 2024, billed and leased occupancy were 90.6% and 95.1%, respectively, as compared to 90.0% and 94.0%, respectively, as of March 31, 2023.

The following table summarizes our executed leasing activity for the three months ended March 31, 2024 and 2023 (dollars in thousands, except for per square foot ("PSF") amounts):

For the Three Months Ended March 31, 2024

As of June 30, 2024, billed and leased occupancy were 91.4% and 95.4%, respectively, as compared to 90.4% and 94.1%, respectively, as of June 30, 2023.

The following table summarizes our executed leasing activity for the three months ended June 30, 2024 and 2023 (dollars in thousands, except for per square foot ("PSF") amounts):

For the Three Months Ended June 30, 2024

Leases GLA New ABR PSF Tenant Improvements and Allowances PSF Third Party Leasing Commissions PSF Rent Spread (1)

4 unchanged sentences

Option leases 55 908,604 14.17 — — 7.7 %

For the Three Months Ended March 31, 2023

For the Three Months Ended June 30, 2023

Leases GLA New ABR PSF Tenant Improvements and Allowances PSF Third Party Leasing Commissions PSF Rent Spread (1)

7 unchanged sentences

ABR PSF includes the GLA of lessee-owned leasehold improvements.

The following table summarizes our executed leasing activity for the six months ended June 30, 2024 and 2023 (dollars in thousands, except for PSF amounts):

For the Six Months Ended June 30, 2024

Leases GLA New ABR PSF Tenant Improvements and Allowances PSF Third Party Leasing Commissions PSF Rent Spread (1)

New, renewal and option leases 734 4,970,145 $ 17.67 $ 3.56 $ 1.99 16.8 %

New and renewal leases 622 2,757,021 22.01 6.42 3.58 23.7 %

New leases 250 1,312,757 22.49 11.94 7.40 45.3 %

Renewal leases 372 1,444,264 21.57 1.41 0.12 15.9 %

Option leases 112 2,213,124 12.26 — — 7.4 %

For the Six Months Ended June 30, 2023

Leases GLA New ABR PSF Tenant Improvements and Allowances PSF Third Party Leasing Commissions PSF Rent Spread (1)

New, renewal and option leases 824 4,756,467 $ 18.82 $ 5.08 $ 2.38 13.8 %

New and renewal leases 706 2,839,228 22.84 8.52 3.99 17.2 %

New leases 276 1,393,094 22.00 14.15 8.06 32.0 %

Renewal leases 430 1,446,134 23.66 3.10 0.08 13.7 %

Option leases 118 1,917,239 12.86 — — 8.4 %

(1) Based on comparable leases only, which consist of new leases signed on units that were occupied within the prior 12 months and renewal or option 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.

Excludes leases executed for terms of less than one year.

ABR PSF includes the GLA of lessee-owned leasehold improvements.

Acquisition Activity

• During the three months ended March 31, 2024, we did not acquire any assets.

• During the three months ended March 31, 2023, we did not acquire any assets.

• During the six months ended June 30, 2024, we acquired one shopping center for an aggregate purchase price of $17.5 million, including any transaction costs and closing credits.

• During the six months ended June 30, 2023, we acquired one land parcel for an aggregate purchase price of $1.9 million, including any transaction costs and closing credits.

Disposition Activity

• During the three months ended March 31, 2024, we disposed of three shopping centers for aggregate net proceeds of $67.2 million, resulting in aggregate gain of $15.0 million.

In addition, during the three months

ended March 31, 2024, we resolved contingencies related to previously disposed assets for aggregate net proceeds of $0.1 million, resulting in aggregate gain of $0.1 million.

• During the three months ended March 31, 2023, we 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 six months ended June 30, 2024, we disposed of three shopping centers, one partial shopping center, and one land parcel for aggregate net proceeds of $67.4 million, resulting in aggregate gain of $15.0 million and aggregate impairment of $0.2 million.

In addition, during the six months ended June 30, 2024, we received aggregate net proceeds of $1.9 million related to land at one shopping center previously seized through eminent domain and resolved contingencies related to previously disposed assets, resulting in aggregate gain of $1.9 million.

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

Results of Operations

The results of operations discussion is combined for BPG and the Operating Partnership because there are no material differences in the results of operations between the two reporting entities.

Comparison of the Three Months Ended March 31, 2024 to the Three Months Ended March 31, 2023

Comparison of the Three Months Ended June 30, 2024 to the Three Months Ended June 30, 2023

Revenues (in thousands)

Three Months Ended March 31,

Three Months Ended June 30,

2024 2023 $ Change

3 unchanged sentences

Rental income

The increase in rental income for the three months ended March 31, 2024 of $8.4 million, as compared to the corresponding period in 2023, was due to a $12.7 million increase for assets owned for the full period, partially offset by a $4.3 million decrease due to net transaction activity.

The increase in rental income for the three months ended June 30, 2024 of $6.4 million, as compared to the corresponding period in 2023, was due to a $9.4 million increase for assets owned for the full period, partially offset by a $3.0 million decrease due to net transaction activity.

The increase for assets owned for the full period was due to (i) an $8.2 million increase in base rent;

(ii) a $3.6 million increase in straight-line rental income, net;

(iii) a $1.5 million increase in expense reimbursements;

(iv) a $1.3 million increase in rental income associated with revenues deemed uncollectible;

(v) a $0.5 million increase in percentage rents;

(ii) a $0.6 million increase in rental income associated with revenues deemed uncollectible;

(iii) a $0.5 million increase in straight-line rental income, net;

(iv) a $0.4 million increase in percentage rents;

(v) a $0.3 million increase in lease termination fees;

(vi) a $0.2 million increase in ancillary and other rental income;

and (vii) a $0.2 million increase in accretion of below-market leases, net of amortization of above-market leases and tenant inducements;

partially offset by (viii) a $1.0 million decrease in expense reimbursements.

The $8.2 million increase in base rent for assets owned for the full period was primarily due to contractual rent increases, positive rent spreads for new and renewal leases and option exercises of 16.8% during the six months ended June 30, 2024 and 15.3% during the year ended December 31, 2023, and an increase in weighted average billed occupancy.

Other revenues

The decrease in other revenues for the three months ended June 30, 2024 of $0.5 million as compared to the corresponding period in 2023, was primarily due to a decrease in tax increment financing income.

Operating Expenses (in thousands)

Three Months Ended June 30,

2024 2023 $ Change

Operating expenses

Operating costs $ 36,919 $ 35,705 $ 1,214

Real estate taxes 36,349 43,712 (7,363)

Depreciation and amortization 92,018 88,812 3,206

Impairment of real estate assets 5,280 16,736 (11,456)

General and administrative 29,689 28,514 1,175

Total operating expenses $ 200,255 $ 213,479 $ (13,224)

Operating costs

The increase in operating costs for the three months ended June 30, 2024 of $1.2 million, as compared to the corresponding period in 2023, was due to a $2.2 million increase in operating costs for assets owned for the full period, primarily due to increases in repairs and maintenance and insurance, partially offset by a $1.0 million decrease due to net transaction activity.

Real estate taxes

The decrease in real estate taxes for the three months ended June 30, 2024 of $7.4 million, as compared to the corresponding period in 2023, was due to a $6.4 million decrease in real estate taxes for assets owned for the full period, primarily due to an increase in favorable adjustments related to prior year assessments, a decrease in current year assessments, and an increase in real estate tax refunds, in addition to a $1.0 million decrease due to net

transaction activity.

Depreciation and amortization

The increase in depreciation and amortization for the three months ended June 30, 2024 of $3.2 million, as compared to the corresponding period in 2023, was due to a $3.9 million increase for assets owned for the full period primarily due to an increase in capital expenditures, partially offset by a $0.7 million decrease attributable to net transaction activity and a decrease in accelerated depreciation and amortization related to tenant move-outs.

Impairment of real estate assets

During the three months ended June 30, 2024, aggregate impairment of $5.3 million was recognized on one partial shopping center, as a result of disposition activity, and one operating property.

During the three months ended June 30, 2023, aggregate impairment of $16.7 million was recognized on two shopping centers and two partial shopping centers, as a result of disposition activity, and one operating property.

Impairments recognized were due to changes in anticipated hold periods primarily in connection with our capital recycling program.

General and administrative

The increase in general and administrative costs of $1.2 million for the three months ended June 30, 2024, as compared to the corresponding period in 2023, was primarily due to an increase in net compensation costs, partially offset by a decrease in office rent expenses.

During the three months ended June 30, 2024 and 2023, construction compensation costs of $5.0 million and $4.3 million, respectively, were capitalized to building and improvements and leasing legal costs of $0.7 million and $1.0 million, respectively, and leasing commission costs of $2.0 million and $1.8 million, respectively, were capitalized to deferred charges and prepaid expenses, net.

Other Income and Expenses (in thousands)

Three Months Ended June 30,

2024 2023 $ Change

Other income (expense)

Dividends and interest $ 6,632 $ 57 $ 6,575

Interest expense (53,655) (47,485) (6,170)

Gain on sale of real estate assets 1,814 3,857 (2,043)

Gain on extinguishment of debt, net 281 4,350 (4,069)

Other (381) (685) 304

Total other expense $ (45,309) $ (39,906) $ (5,403)

Dividends and interest

The increase in dividends and interest for the three months ended June 30, 2024 of $6.6 million, as compared to the corresponding period in 2023 was primarily due to an increase in interest income associated with higher cash and cash equivalent balances and a higher weighted average interest rate return.

Interest expense

The increase in interest expense for the three months ended June 30, 2024 of $6.2 million, as compared to the corresponding period in 2023, was primarily due to higher overall debt obligations, in addition to a higher weighted average interest rate.

Gain on sale of real estate assets

During the three months ended June 30, 2024, one land parcel was disposed of resulting in aggregate gain of less than $0.1 million.

In addition, during the three months ended June 30, 2024, we received aggregate net proceeds of $1.8 million related to land at one shopping center previously seized through eminent domain, resulting in aggregate gain of $1.8 million.

During the three months ended June 30, 2023, three partial shopping centers were disposed of resulting in aggregate gain of $3.6 million.

In addition, during the three months ended June 30, 2023, we 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.

Gain on extinguishment of debt, net

During the three months ended June 30, 2024, we repurchased $30.0 million of the $700.0 million 3.85% Senior Notes due 2025 (the "2025 Notes") then outstanding, resulting in a $0.3 million gain on extinguishment of debt.

During the three months ended June 30, 2023, we repurchased $199.6 million of the $500.0 million 3.65% Senior Notes due 2024 (the "2024 Notes") then outstanding, resulting in a $4.3 million gain on extinguishment of debt.

The decrease in other expense for the three months ended June 30, 2024 of $0.3 million, as compared to the corresponding period in 2023, was primarily due to a decrease in anticipated environmental remediation costs.

Comparison of the Six Months Ended June 30, 2024 to the Six Months Ended June 30, 2023

Revenues (in thousands)

Six Months Ended June 30,

2024 2023 $ Change

Rental income $ 635,076 $ 620,322 $ 14,754

Other revenues 854 915 (61)

Total revenues $ 635,930 $ 621,237 $ 14,693

Rental income

The increase in rental income for the six months ended June 30, 2024 of $14.8 million, as compared to the corresponding period in 2023, was due to a $22.1 million increase for assets owned for the full period, partially offset by a $7.3 million decrease due to net transaction activity.

The increase for assets owned for the full period was due to (i) a $16.3 million increase in base rent;

(ii) a $4.2 million increase in straight-line rental income, net;

(iii) a $1.9 million increase in rental income associated with revenues deemed uncollectible;

(iv) a $0.9 million increase in percentage rents;

(v) a $0.6 million increase in ancillary and other rental income;

and (vi) a $0.5 million increase in expense reimbursements;

partially offset by (vii) a $1.6 million decrease in lease termination fees;

and (viii) a $0.7 million decrease in accretion of below-market leases, net of amortization of above-market leases and tenant inducements.

The $8.2 million increase in base rent for assets owned for the full period was primarily due to contractual rent increases, positive rent spreads for new and renewal leases and option exercises of 14.1% during the three months ended March 31, 2024 and 15.3% during the year ended December 31, 2023, and an increase in weighted average billed occupancy.

The $16.3 million increase in base rent for assets owned for the full period was primarily due to contractual rent increases, positive rent spreads for new and renewal leases and option exercises of 16.8% during the six months ended June 30, 2024 and 15.3% during the year ended December 31, 2023, and an increase in weighted average billed occupancy.

Other revenues

The increase in Other revenues for the three months ended March 31, 2024 of $0.4 million as compared to the corresponding period in 2023, was primarily due to an increase in tax increment financing income.

Other revenues remained generally consistent for the six months ended June 30, 2024 as compared to the corresponding period in 2023.

Operating Expenses (in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

2024 2023 $ Change

7 unchanged sentences

Operating costs

The increase in operating costs for the three months ended March 31, 2024 of $1.3 million, as compared to the corresponding period in 2023, was due to a $2.1 million increase in operating costs for assets owned for the full period, primarily due to increases in repairs and maintenance and insurance, partially offset by a $0.8 million decrease due to net transaction activity.

The increase in operating costs for the six months ended June 30, 2024 of $2.5 million, as compared to the corresponding period in 2023, was due to a $4.3 million increase in operating costs for assets owned for the full period, primarily due to increases in repairs and maintenance and insurance, partially offset by a $1.8 million decrease due to net transaction activity.

Real estate taxes

The decrease in real estate taxes for the three months ended March 31, 2024 of $3.3 million, as compared to the corresponding period in 2023, was due to a $2.5 million decrease in real estate taxes for assets owned for the full period, primarily due to an increase in favorable adjustments related to prior year assessments, an increase in real estate tax refunds, and a decrease in current year assessments, in addition to a $0.8 million decrease due to net transaction activity.

The decrease in real estate taxes for the six months ended June 30, 2024 of $10.6 million, as compared to the corresponding period in 2023, was due to an $8.9 million decrease in real estate taxes for assets owned for the full period, primarily due to an increase in favorable adjustments related to prior year assessments, a decrease in current year assessments, and an increase in real estate tax refunds, in addition to a $1.7 million decrease due to net transaction activity.

Depreciation and amortization

The increase in depreciation and amortization for the six months ended June 30, 2024 of $6.7 million, as compared to the corresponding period in 2023, was due to an $8.6 million increase for assets owned for the full period primarily due to an increase in capital expenditures and an increase in accelerated depreciation and amortization related to tenant move-outs, partially offset by a $1.9 million decrease attributable to net transaction activity.

Impairment of real estate assets

During the three months ended March 31, 2024, impairment was not recognized on any operating properties.

During the three months ended March 31, 2023, aggregate impairment of $1.1 million was recognized on one operating property.

During the six months ended June 30, 2024, aggregate impairment of $5.3 million was recognized on one partial shopping center, as a result of disposition activity, and one operating property.

During the six months ended June 30, 2023, aggregate impairment of $17.8 million was recognized on two shopping centers and two partial shopping centers, as a result of disposition activity, and one operating property.

Impairments recognized were due to changes in anticipated hold periods primarily in connection with our capital recycling program.

Depreciation and amortization

The increase in depreciation and amortization for the three months ended March 31, 2024 of $3.5 million, as compared to the corresponding period in 2023, was due to a $4.8 million increase for assets owned for the full period associated with an increase in capital expenditures and accelerated depreciation and amortization related to tenant move-outs, partially offset by a $1.3 million decrease attributable to net transaction activity.

General and administrative

The decrease in general and administrative costs of $0.7 million for the three months ended March 31, 2024, as compared to the corresponding period in 2023, was primarily due to a decrease in office rent expenses, partially offset by an increase in net compensation costs.

During the three months ended March 31, 2024 and 2023, construction compensation costs of $4.9 million and $4.6 million, respectively, were capitalized to building and improvements and leasing legal costs of $1.0 million and $1.4 million, respectively, and leasing commission costs of $2.1 million and $2.2 million, respectively, were capitalized to deferred charges and prepaid expenses, net.

The increase in general and administrative costs of $0.5 million for the six months ended June 30, 2024, as compared to the corresponding period in 2023, was primarily due to an increase in net compensation costs, partially offset by a decrease in office rent expenses.

During the six months ended June 30, 2024 and 2023, construction compensation costs of $10.0 million and $8.9 million, respectively, were capitalized to building and improvements and leasing legal costs of $1.7 million and $2.4 million, respectively, and leasing commission costs of $4.1 million and $4.0 million, respectively, were capitalized to deferred charges and prepaid expenses, net.

Other Income and Expenses (in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

2024 2023 $ Change

3 unchanged sentences

Gain on sale of real estate assets 16,956 52,325 (35,369)

Gain on extinguishment of debt, net 281 4,350 (4,069)

Other (974) (1,090) 116

1 unchanged sentence

Dividends and interest

The increase in dividends and interest for the three months ended March 31, 2024 of $3.9 million, as compared to the corresponding period in 2023 was primarily due to an increase in interest income associated with higher cash and cash equivalent balances and a higher weighted average interest rate return.

The increase in dividends and interest for the six months ended June 30, 2024 of $10.4 million, as compared to the corresponding period in 2023 was primarily due to an increase in interest income associated with higher cash and cash equivalent balances and a higher weighted average interest rate return.

Interest expense

The increase in interest expense for the three months ended March 31, 2024 of $2.8 million, as compared to the corresponding period in 2023, was primarily due to higher overall debt obligations, in addition to a higher weighted average interest rate.

The increase in interest expense for the six months ended June 30, 2024 of $9.0 million, as compared to the corresponding period in 2023, was primarily due to higher overall debt obligations, in addition to a higher weighted average interest rate.

Gain on sale of real estate assets

During the three months ended March 31, 2024, three shopping centers were disposed of resulting in aggregate gain of $15.0 million.

In addition, during the three months ended March 31, 2024, we resolved contingencies related to previously disposed assets, resulting in aggregate gain of $0.1 million.

During the three months ended March 31,

2023, six shopping centers and two partial shopping centers were disposed of resulting in aggregate gain of $48.5 million.

Other expense remained generally consistent for the three months ended March 31, 2024 as compared to the corresponding period in 2023.

During the six months ended June 30, 2024, three shopping centers and one land parcel were disposed of resulting in aggregate gain of $15.0 million.

During the six months ended June 30, 2023, six shopping centers and five partial shopping centers were disposed of resulting in aggregate gain of $52.1 million.

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

Gain on extinguishment of debt, net

During the six months ended June 30, 2024, we repurchased $30.0 million of the $700.0 million 2025 Notes then outstanding, resulting in a $0.3 million gain on extinguishment of debt.

During the six months ended June 30, 2023, we repurchased $199.6 million of the $500.0 million 2024 Notes then outstanding, resulting in a $4.3 million gain on extinguishment of debt.

Other expense remained generally consistent for the six months ended June 30, 2024 as compared to the corresponding period in 2023.

Liquidity and Capital Resources

15 unchanged sentences

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 generate significant operating cash flow and have access to multiple forms of external 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 generate significant operating cash flow and have access to multiple forms of external 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.

Our unsecured credit facility as amended and restated April 28, 2022 (the "Unsecured Credit Facility") is comprised of a $1.25 billion revolving loan facility (the "Revolving Facility") and a $500.0 million term loan facility (the "Term Loan Facility").

As of March 31, 2024, we had $1.67 billion of available liquidity, including $1.25 billion available under our Revolving Facility and $418.4 million of cash and cash equivalents and restricted cash.

As of June 30, 2024, we had $1.72 billion of available liquidity, including $1.25 billion available under our Revolving Facility and $475.0 million of cash, cash equivalents and restricted cash.

We intend to continue to enhance our financial and operational flexibility through periodic extensions of the duration of our debt.

Material Cash Requirements

Our expected material cash requirements for the twelve months ended March 31, 2025 and thereafter are comprised of (i) contractually obligated expenditures;

Our expected material cash requirements for the twelve months ended June 30, 2025 and thereafter are comprised of (i) contractually obligated expenditures;

(ii) other essential expenditures;

1 unchanged sentence

Contractually Obligated Expenditures

The following table summarizes our debt maturities (excluding extension options), interest payment obligations, and obligations under non-cancelable operating leases (excluding renewal options), as of March 31, 2024 (dollars in millions):

Contractually Obligated Expenditures Twelve

March 31, 2025 Thereafter

June 30, 2025 Thereafter

Debt maturities (1)

4 unchanged sentences

(1) Amounts presented do not assume the issuance of new debt upon maturity of existing debt.

(2) Scheduled interest payments for variable rate loans are presented using rates (including the impact of interest rate swaps), as of March 31, 2024.

(2) Scheduled interest payments for variable rate loans are presented using rates (including the impact of interest rate swaps), as of June 30, 2024.

“Quantitative and Qualitative Disclosures about Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2023 for a further discussion of these and other factors that could impact interest payments.

15 unchanged sentences

Our board of directors evaluates our dividend on a quarterly basis, taking into account a variety of relevant factors, including REIT taxable income.

The following table summarizes our dividend activity for the first and second quarters of 2024:

Quarter 2024 Second

The following table summarizes our dividend activity for the second and third quarters of 2024:

Quarter 2024 Third

Dividend declared per common share $ 0.2725 $ 0.2725

Dividend declaration date January 31, 2024 April 25, 2024

Dividend record date April 2, 2024 July 2, 2024

Dividend payable date April 15, 2024 July 15, 2024

Dividend declaration date April 25, 2024 July 24, 2024

Dividend record date July 2, 2024 October 2, 2024

Dividend payable date July 15, 2024 October 15, 2024

Opportunistic Expenditures

We also utilize cash for opportunistic expenditures such as value-enhancing reinvestment and acquisition activity.

The amount of value-enhancing reinvestment capital expenditures that we incur depends on a variety of factors that

may change from period to period, such as the number, total expected cost, and nature of value-enhancing reinvestment projects that are underway.

The amount of value-enhancing reinvestment capital expenditures that we incur depends on a variety of factors that may change from period to period, such as the number, total expected cost, and nature of value-enhancing reinvestment projects that are underway.

See “Improvements to and investments in real estate assets” below for further information regarding our in-process reinvestment projects and our pipeline of future redevelopment projects.

4 unchanged sentences

Brixmor Property Group Inc .

Three Months Ended March 31,

Six Months Ended June 30,

2024 2023 $ Change

Net cash provided by operating activities $ 312,038 $ 294,941 $ 17,097

Net cash provided by (used in) investing activities (9,179) 48,485 (57,664)

Net cash used in investing activities (117,094) (11,909) (105,185)

Net cash provided by (used in) financing activities 261,108 (289,431) 550,539

3 unchanged sentences

Brixmor Operating Partnership LP

Three Months Ended March 31,

Six Months Ended June 30,

2024 2023 $ Change

Net cash provided by operating activities $ 312,038 $ 294,941 $ 17,097

Net cash provided by (used in) investing activities (9,179) 48,485 (57,664)

Net cash used in investing activities (117,094) (11,909) (105,185)

Net cash provided by (used in) financing activities 260,513 (288,529) 549,042

4 unchanged sentences

Net cash provided by operating activities primarily consists of cash inflows from tenant rental payments and expense reimbursements and cash outflows for property operating costs, real estate taxes, general and administrative expenses, and interest expense.

During the three months ended March 31, 2024, our net cash provided by operating activities decreased $6.5 million as compared to the corresponding period in 2023.

The decrease was primarily due to (i) a decrease from net working capital (ii) a decrease in net operating income due to net transaction activity and other non-same property net operating income;

(iii) a decrease in lease termination fees;

and (iv) an increase in cash outflows for general and administrative expense;

partially offset by (v) an increase in same property net operating income;

and (vi) a decrease in cash outflows for interest expense.

During the six months ended June 30, 2024, our net cash provided by operating activities increased $17.1 million as compared to the corresponding period in 2023.

The increase was primarily due to (i) an increase in same property net operating income;

(ii) an increase in cash inflows for dividends and interest income;

(iii) a decrease in cash outflows for interest expense;

and (iv) a decrease in cash outflows for general and administrative expense;

partially offset by (v) a decrease in cash from net working capital;

(vi) a decrease in net operating income due to net transaction activity and other non-same property net operating income;

and (vii) a decrease in lease termination fees.

Investing Activities

Net cash used in investing activities is primarily impacted by the nature, timing, and magnitude of acquisition and disposition activity and improvements to and investments in our shopping centers, including capital expenditures associated with our value-enhancing reinvestment activity.

During the three months ended March 31, 2024, our net cash provided by (used in) investing activities decreased $57.7 million as compared to the corresponding period in 2023.

The decrease was primarily due to (i) a decrease of $52.4 million in net proceeds from sales of real estate assets;

(ii) an increase of $4.5 million in improvements to and investments in real estate assets;

and (iii) a decrease of $0.8 million in sales of marketable securities, net of

During the six months ended June 30, 2024, our net cash used in investing activities increased $105.2 million as compared to the corresponding period in 2023.

The increase was primarily due to (i) a decrease of $76.2 million in net proceeds from sales of real estate assets;

(ii) an increase of $15.6 million in acquisitions of real estate assets;

(iii) an increase of $11.0 million in improvements to and investments in real estate assets;

and (iv) a decrease of $2.4 million in sales of marketable securities, net of purchases.

Improvements to and investments in real estate assets

During the three months ended March 31, 2024 and 2023, we expended $76.9 million and $72.4 million, respectively, on improvements to and investments in real estate assets.

Included in these amounts are insurance proceeds of $2.3 million and less than $0.1 million, respectively, which were received during the three months ended March 31, 2024 and 2023.

During the six months ended June 30, 2024 and 2023, we expended $167.0 million and $156.1 million, respectively, on improvements to and investments in real estate assets.

Included in these amounts are insurance proceeds of $3.1 million and $0.2 million, respectively, which were received during the six months ended June 30, 2024 and 2023.

Maintenance capital expenditures represent costs to fund major replacements and betterments to our properties.

2 unchanged sentences

Such initiatives are tenant driven and focus on upgrading our centers with strong, best-in-class retailers and enhancing the overall merchandise mix and tenant quality of our Portfolio.

As of March 31, 2024, we had 45 in-process anchor space repositioning, redevelopment, and outparcel development projects with an aggregate anticipated cost of $431.0 million, of which $216.3 million had been incurred as of March 31, 2024.

As of June 30, 2024, we had 44 in-process anchor space repositioning, redevelopment, and outparcel development projects with an aggregate anticipated cost of $509.6 million, of which $231.0 million had been incurred as of June 30, 2024.

In addition, we have identified a pipeline of future redevelopment projects aggregating over $600 million of potential capital investment, which we expect to execute over the coming years.

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We continue to evaluate the market for acquisition opportunities and we may acquire shopping centers when we believe strategic opportunities exist, to further concentrate our Portfolio in attractive retail submarkets and optimize the quality and long-term growth rate of our asset base.

During the three months ended March 31, 2024 and 2023, we did not acquire any assets.

During the six months ended June 30, 2024, we acquired one shopping center for an aggregate purchase price of $17.5 million, including transaction costs and closing credits.

During the six months ended June 30, 2023, we acquired one land parcel for an aggregate purchase price of $1.9 million, including transaction costs and closing credits.

We may also dispose of properties when we believe value has been maximized, where there is downside risk, or where we have limited ability or desire to build critical mass in a particular submarket.

During the three months ended March 31, 2024, we disposed of three shopping centers for aggregate net proceeds of $67.2 million.

In addition, during the three months ended March 31, 2024, we resolved contingencies related to previously disposed assets for aggregate net proceeds of $0.1 million.

During the three months ended March 31, 2023, we disposed of six shopping centers and two partial shopping centers for aggregate net proceeds of $119.7 million.

During the six months ended June 30, 2024, we disposed of three shopping centers, one partial shopping center, and one land parcel for aggregate net proceeds of $67.4 million.

During the six months ended June 30, 2023, we disposed of eight shopping centers and seven partial shopping centers for aggregate net proceeds of $145.3 million.

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

Financing Activities

Net cash used in financing activities is primarily impacted by the nature, timing, and magnitude of issuances and repurchases of debt and equity securities, as well as borrowings or principal payments associated with our outstanding indebtedness, including our Unsecured Credit Facility, and distributions made to our common stockholders.

During the three months ended March 31, 2024, our net cash provided by (used in) financing activities increased $449.5 million as compared to the corresponding period in 2023.

During the six months ended June 30, 2024, our net cash provided by (used in) financing activities increased $550.5 million as compared to the corresponding period in 2023.

The increase was primarily due to (i) a $566.8 million increase in debt borrowings, net of repayments;

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Considering the nature of our business as a real estate owner and operator, we believe that Nareit FFO is useful to investors in measuring our operating and financial performance because the definition excludes items included in net income that do not relate to or are not indicative of our operating and financial performance, such as depreciation and amortization related to real estate, and items which can make periodic and peer analyses of operating and financial performance more difficult, such as gains and losses from the sale of certain real estate assets and impairment write-downs of certain real estate assets.

Our reconciliation of net income to Nareit FFO for the three months ended March 31, 2024 and 2023 is as follows (in thousands, except per share amounts):

Three Months Ended March 31,

Our reconciliation of net income to Nareit FFO for the three and six months ended June 30, 2024 and 2023 is as follows (in thousands, except per share amounts):

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

2024 2023 2024 2023

Net income $ 70,125 $ 56,408 $ 159,030 $ 168,654

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We believe that same property NOI is also useful to investors because it further eliminates disparities in NOI by only including NOI of properties owned for the entirety of both periods presented and excluding properties under development and completed new development properties that have been stabilized for less than one year and therefore provides a more consistent metric for comparing the operating performance of our real estate between periods.

Comparison of the Three Months Ended March 31, 2024 to the Three Months Ended March 31, 2023

Three Months Ended March 31,

2024 2023 Change

Comparison of the Three and Six Months Ended June 30, 2024 to the Three and Six Months Ended June 30, 2023

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

2024 2023 Change 2024 2023 Change

Number of properties 355 355 — 354 354 —

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The following table provides a reconciliation of net income to same property NOI for the periods presented (in thousands):

Three Months Ended March 31,

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

2024 2023 2024 2023

Net income $ 70,125 $ 56,408 $ 159,030 $ 168,654

19 unchanged sentences

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 2. Management’s Discussion and Analysis