What changed in this filing

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Item 1. Financial Statements

2024-10-28 compared with 2024-07-29 · 174 added, 158 removed, 697 unchanged (32% of the section changed)

4 unchanged sentences

(Unaudited, in thousands, except share information)

September 30,

2024 December 31,

9 unchanged sentences

Deferred charges and prepaid expenses, net 172,947 164,061

Real estate assets held for sale 11,048 —

Other assets 50,037 54,155

9 unchanged sentences

Additional paid-in capital 3,331,941 3,310,590

Accumulated other comprehensive income (loss) 12,377 ( 2,700 )

Accumulated other comprehensive loss ( 759 ) ( 2,700 )

Distributions in excess of net income ( 453,626 ) ( 460,595 )

6 unchanged sentences

(Unaudited, in thousands, except per share data)

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

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

28 unchanged sentences

(Unaudited, in thousands)

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

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Net income $ 96,840 $ 63,736 $ 255,870 $ 232,390

Other comprehensive income

Change in unrealized gain on interest rate swaps, net (Note 6) 2,904 6,045 15,033 2,057

Change in unrealized gain (loss) on marketable securities ( 53 ) ( 62 ) 44 195

Total other comprehensive income 2,851 5,983 15,077 2,252

Other comprehensive income (loss)

Change in unrealized gain (loss) on interest rate swaps, net (Note 6) ( 13,484 ) 962 1,549 3,019

Change in unrealized gain on marketable securities 348 127 392 322

Total other comprehensive income (loss) ( 13,136 ) 1,089 1,941 3,341

Comprehensive income $ 83,704 $ 64,825 $ 257,811 $ 235,731

24 unchanged sentences

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

Common stock dividends ($ 0.2600 per common share)

— — — — ( 78,754 ) ( 78,754 )

Equity based compensation expense — — 6,139 — — 6,139

Other comprehensive income — — — 1,089 — 1,089

Issuance of common stock 3 — — — — —

Repurchases of common shares in conjunction with equity award plans — — ( 2 ) — — ( 2 )

Net income — — — — 63,736 63,736

Ending balance, September 30, 2023 300,596 $ 3,006 $ 3,303,935 $ 12,192 $ ( 450,753 ) $ 2,868,380

Beginning balance, January 1, 2024 300,596 $ 3,006 $ 3,310,590 $ ( 2,700 ) $ ( 460,595 ) $ 2,850,301

14 unchanged sentences

Ending balance, June 30, 2024 301,345 3,013 3,307,357 12,377 ( 467,561 ) 2,855,186

Common stock dividends ($ 0.2725 per common share)

— — — — ( 82,905 ) ( 82,905 )

Equity based compensation expense — — 5,375 — — 5,375

Other comprehensive loss — — — ( 13,136 ) — ( 13,136 )

Issuance of common stock 718 7 19,228 — — 19,235

Repurchases of common shares in conjunction with equity award plans — — ( 19 ) — — ( 19 )

Net income — — — — 96,840 96,840

Ending balance, September 30, 2024 302,063 $ 3,020 $ 3,331,941 $ ( 759 ) $ ( 453,626 ) $ 2,880,576

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

3 unchanged sentences

(Unaudited, in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Operating activities:

29 unchanged sentences

Deferred financing and debt extinguishment costs ( 7,714 ) ( 700 )

Proceeds from issuances of common shares 19,280 —

Distributions to common stockholders ( 248,576 ) ( 236,881 )

15 unchanged sentences

(Unaudited, in thousands, except unit information)

September 30,

2024 December 31,

9 unchanged sentences

Deferred charges and prepaid expenses, net 172,947 164,061

Real estate assets held for sale 11,048 —

Other assets 50,037 54,155

8 unchanged sentences

2,880,675 2,852,980

Accumulated other comprehensive income (loss) 12,377 ( 2,700 )

Accumulated other comprehensive loss ( 759 ) ( 2,700 )

Total capital 2,879,916 2,850,280

4 unchanged sentences

(Unaudited, in thousands, except per share data)

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

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

27 unchanged sentences

(Unaudited, in thousands)

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

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

1 unchanged sentence

Other comprehensive income (loss)

Change in unrealized gain on interest rate swaps, net (Note 6) 2,904 6,045 15,033 2,057

Change in unrealized gain (loss) on marketable securities ( 53 ) ( 62 ) 44 195

Total other comprehensive income 2,851 5,983 15,077 2,252

Change in unrealized gain (loss) on interest rate swaps, net (Note 6) ( 13,484 ) 962 1,549 3,019

Change in unrealized gain on marketable securities 348 127 392 322

Total other comprehensive income (loss) ( 13,136 ) 1,089 1,941 3,341

Comprehensive income $ 83,704 $ 64,825 $ 257,811 $ 235,731

19 unchanged sentences

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

Distributions to partners ( 78,752 ) — ( 78,752 )

Equity based compensation expense 6,139 — 6,139

Other comprehensive income — 1,089 1,089

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

Net income 63,736 — 63,736

Ending balance, September 30, 2023 $ 2,856,165 $ 12,192 $ 2,868,357

Beginning balance, January 1, 2024 $ 2,852,980 $ ( 2,700 ) $ 2,850,280

10 unchanged sentences

Ending balance, June 30, 2024 2,842,214 12,377 2,854,591

Distributions to partners ( 82,970 ) — ( 82,970 )

Equity based compensation expense 5,375 — 5,375

Other comprehensive loss — ( 13,136 ) ( 13,136 )

Issuance of OP Units 19,235 — 19,235

Repurchases of OP Units in conjunction with equity award plans ( 19 ) — ( 19 )

Net income 96,840 — 96,840

Ending balance, September 30, 2024 $ 2,880,675 $ ( 759 ) $ 2,879,916

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

2 unchanged sentences

(Unaudited, in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Operating activities:

29 unchanged sentences

Deferred financing and debt extinguishment costs ( 7,714 ) ( 700 )

Proceeds from issuances of OP Units 19,280 —

Partner distributions and repurchases of OP Units ( 262,216 ) ( 247,185 )

23 unchanged sentences

The Parent Company, the Operating Partnership, and their consolidated subsidiaries (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 June 30, 2024, the Company’s portfolio was comprised of 360 shopping centers (the "Portfolio") totaling approximately 64 million square feet of GLA.

As of September 30, 2024, the Company’s portfolio was comprised of 360 shopping centers (the "Portfolio") totaling approximately 63 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 June 30, 2024 and December 31, 2023.

Open tax years generally range from 2021 through 2023 but may vary by jurisdiction and issue.

3 unchanged sentences

Acquisition of Real Estate

During the six months ended June 30, 2024, the Company acquired the following asset:

During the nine months ended September 30, 2024, the Company acquired the following assets, in separate transactions:

Description (1)

1 unchanged sentence

West Center East Setauket, NY Apr-24 42,594 $ 17,470

The Fresh Market Shoppes Hilton Head Island, SC Jul-24 86,398 23,848

Land at King's Market Roswell, GA Jul-24 N/A 2,337

Acton Plaza Acton, MA Aug-24 137,572 38,207

266,564 $ 81,862

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

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

(2) Aggregate purchase price includes $ 0.7 million of transaction costs.

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

During the nine months ended September 30, 2023, the Company acquired the following asset:

Description (1)

5 unchanged sentences

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

The aggregate purchase price of the assets acquired during the six months ended June 30, 2024 and 2023, respectively, has been allocated as follows:

Six Months Ended June 30,

The aggregate purchase price of the assets acquired during the nine months ended September 30, 2024 and 2023, respectively, has been allocated as follows:

Nine Months Ended September 30,

Assets 2024 2023

8 unchanged sentences

Net assets acquired $ 81,862 $ 1,914

(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, 2024 was 5.1 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, 2024 was 4.2 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, 2024 was 12.8 years.

(1) The weighted average amortization period at the time of acquisition for above-market leases related to assets acquired during the nine months ended September 30, 2024 was 5.3 years.

(2) The weighted average amortization period at the time of acquisition for in-place leases related to assets acquired during the nine months ended September 30, 2024 was 4.5 years.

(3) The weighted average amortization period at the time of acquisition for below-market leases related to assets acquired during the nine months ended September 30, 2024 was 14.4 years.

Dispositions and Assets Held for Sale

During the three months ended June 30, 2024, the Company disposed of one partial shopping center and one land parcel for aggregate net proceeds of $ 0.3 million, resulting in aggregate gain of less than $ 0.1 million and aggregate impairment of $ 0.2 million.

In addition, during the three months ended June 30, 2024, the Company 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 six months ended June 30, 2024, the Company 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, the Company 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 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.

As of June 30, 2024, the Company had one property held for sale.

As of December 31, 2023, the Company had no properties held for sale.

There were no liabilities associated with the property classified as held for sale.

The following table presents the assets associated with the property classified as held for sale as of June 30, 2024:

Assets June 30, 2024

Buildings and improvements 14,588

Accumulated depreciation and amortization ( 7,814 )

Real estate, net 10,404

Other assets 644

Assets associated with real estate assets held for sale $ 11,048

There were no discontinued operations for the three and six months ended June 30, 2024 and 2023 as none of the dispositions represented a strategic shift in the Company’s business that would qualify as discontinued operations.

During the three months ended September 30, 2024, the Company disposed of two shopping centers, three partial shopping centers, and one land parcel for aggregate net proceeds of $ 72.6 million, resulting in aggregate gain of $ 37.0 million and aggregate impairment of $ 0.3 million.

In addition, during the three months ended September 30, 2024, the Company resolved contingencies related to previously disposed assets, resulting in a net loss of less than $ 0.1 million.

During the nine months ended September 30, 2024, the Company disposed of five shopping centers, four partial shopping centers, and two land parcels for aggregate net proceeds of $ 140.0 million, resulting in aggregate gain of $ 52.1 million and aggregate impairment of $ 0.5 million.

In addition, during the nine months ended September 30, 2024, the Company 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 three months ended September 30, 2023, the Company disposed of one shopping center and one partial shopping center for aggregate net proceeds of $ 16.6 million, resulting in aggregate gain of $ 6.8 million.

In addition, during the three months ended September 30, 2023, the Company resolved contingencies related to previously disposed assets, resulting in a net loss of $ 0.1 million.

During the nine months ended September 30, 2023, the Company disposed of nine shopping centers and eight partial shopping centers for aggregate net proceeds of $ 161.9 million, resulting in aggregate gain of $ 58.9 million and aggregate impairment of $ 6.1 million.

In addition, during the nine months ended September 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 $ 0.1 million.

As of September 30, 2024 and December 31, 2023, the Company had no properties held for sale.

There were no discontinued operations for the three and nine months ended September 30, 2024 and 2023 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:

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Land $ 1,791,843 $ 1,794,011

7 unchanged sentences

Total $ 7,792,610 $ 7,796,907

(1) As of June 30, 2024 and December 31, 2023, Lease intangibles consisted of $ 452.3 million and $ 456.8 million, respectively, of in-place leases and $ 47.1 million and $ 48.2 million, respectively, of above-market leases.

(1) As of September 30, 2024 and December 31, 2023, Lease intangibles consisted of $ 454.9 million and $ 456.8 million, respectively, of in-place leases and $ 46.5 million and $ 48.2 million, respectively, of above-market leases.

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

(2) As of June 30, 2024 and December 31, 2023, Accumulated depreciation and amortization included $ 443.9 million and $ 445.5 million, respectively, of accumulated amortization related to Lease intangibles.

In addition, as of June 30, 2024 and December 31, 2023, the Company had intangible liabilities relating to below-market leases of $ 326.6 million and $ 329.8 million, respectively, and accumulated accretion of $ 248.1 million and $ 247.2 million, respectively.

(2) As of September 30, 2024 and December 31, 2023, Accumulated depreciation and amortization included $ 440.9 million and $ 445.5 million, respectively, of accumulated amortization related to Lease intangibles.

In addition, as of September 30, 2024 and December 31, 2023, the Company had intangible liabilities relating to below-market leases of $ 329.6 million and $ 329.8 million, respectively, and accumulated accretion of $ 248.9 million and $ 247.2 million, respectively.

These intangible liabilities are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets.

Below-market lease accretion income, net of above-market lease amortization for the three months ended June 30, 2024 and 2023 was $ 2.5 million and $ 2.7 million, respectively.

Below-market lease accretion income, net of above-market lease amortization for the six months ended June 30, 2024 and 2023 was $ 4.9 million and $ 6.0 million, respectively.

Below-market lease accretion income, net of above-market lease amortization for the three months ended September 30, 2024 and 2023 was $ 2.4 million and $ 3.3 million, respectively.

Below-market lease accretion income, net of above-market lease amortization for the nine months ended September 30, 2024 and 2023 was $ 7.3 million and $ 9.4 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 June 30, 2024 and 2023 was $ 3.1 million and $ 3.9 million, respectively.

Amortization expense associated with in-place lease value for the six months ended June 30, 2024 and 2023 was $ 6.4 million and $ 8.4 million, respectively.

Amortization expense associated with in-place lease value for the three months ended September 30, 2024 and 2023 was $ 3.6 million and $ 4.5 million, respectively.

Amortization expense associated with in-place lease value for the nine months ended September 30, 2024 and 2023 was $ 10.0 million and $ 12.9 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

2024 (remaining six months) $ ( 4,527 ) $ 5,852

2024 (remaining three months) $ ( 2,378 ) $ 3,503

2025 ( 8,518 ) 11,745

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 and six months ended June 30, 2024:

Three and Six Months Ended June 30, 2024

The Company recognized the following impairments during the three and nine months ended September 30, 2024:

Three Months Ended September 30, 2024

Property Name (1)

Location GLA Impairment Charge

Southland Shopping Center - multi-tenant outparcel Middleburg Heights, OH 149,891 $ 5,611

Land at Springdale (2)

Mobile, AL — 252

149,891 $ 5,863

Nine Months Ended September 30, 2024

Property Name (1)

Location GLA Impairment Charge

Southland Shopping Center - multi-tenant outparcel Middleburg Heights, OH 149,891 $ 5,611

Seacoast Shopping Center Seabrook, NH 89,634 5,062

Land at Springdale (2)

Mobile, AL — 252

Victory Square - Bridgestone Outparcel (2)

2 unchanged sentences

(1) The Company recognized an impairment charge 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, 2024.

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

Three 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

Spring Mall (2)

Greenfield, WI 45,920 1,078

The Manchester Collection - Crossroads (2)

Manchester, CT 14,867 55

333,909 $ 16,736

Six Months Ended June 30, 2023

(2) The Company disposed of this property during the nine months ended September 30, 2024.

The Company did not recognize any impairments during the three months ended September 30, 2023.

The Company recognized the following impairments during the nine months ended September 30, 2023:

Nine Months Ended September 30, 2023

Property Name (1)

21 unchanged sentences

The Company utilizes interest rate swaps to partially hedge the cash flows associated with variable-rate debt or future cash flows associated with forecasted fixed-rate debt issuances.

During the six months ended June 30, 2024, the Company did not enter into any new interest rate swap agreements and terminated three outstanding interest rate swap agreements.

During the nine months ended September 30, 2024, the Company did not enter into any new interest rate swap agreements,

terminated three outstanding interest rate swap agreements, and four interest rate swap agreements expired at maturity.

During the year ended December 31, 2023, the Company entered into 10 interest rate swap agreements.

2 unchanged sentences

In May 2024, the Company terminated three outstanding forward-starting interest rate swaps with an aggregate notional amount of $ 150.0 million for aggregate net proceeds of $ 7.3 million.

The forward-starting swaps were designated as hedges against interest rate risk on the issuance of the 2034 Notes (defined herein) and the 2035 Notes (defined herein), and thus the Company ascribed gains of $ 1.5 million and $ 5.8 million, respectively, to the notes.

The gains is included in Accumulated other comprehensive income (loss) on the Company's unaudited Condensed Consolidated Balance Sheets and will be amortized over the earlier of the term of the respective derivative

instruments, or the term of the underlying notes, as a reduction to Interest expense on the Company’s unaudited Condensed Consolidated Statements of Operations.

Detail on the terms and fair value of the Company’s interest rate derivatives designated as cash flow hedges outstanding as of June 30, 2024 is as follows:

The forward-starting swaps were designated as hedges against interest rate risk on the issuance of the 2034 Notes (defined hereafter) and the 2035 Notes (defined hereafter), and thus the Company ascribed gains of $ 1.5 million and $ 5.8 million, respectively, to the notes.

The gains are included in Accumulated other comprehensive loss on the Company's unaudited Condensed Consolidated Balance Sheets and will be amortized over the earlier of the term of the respective derivative instruments, or the term of the underlying notes, as a reduction to Interest expense on the Company’s unaudited Condensed Consolidated Statements of Operations.

Detail on the terms and fair value of the Company’s interest rate derivatives designated as cash flow hedges outstanding as of September 30, 2024 is as follows:

Effective Date Maturity Date Swapped Variable Rate Fixed Rate Notional Amount Assets Liabilities

5/1/2023 7/26/2027 1 Month SOFR 3.5890 % $ 100,000 $ — $ ( 804 )

2.5875 % $ 50,000 $ 99 $ —

5/1/2023 7/26/2027 1 Month SOFR 3.5950 % 75,000 — ( 614 )

2.5960 % 50,000 98 —

5/1/2023 7/26/2027 1 Month SOFR 3.5930 % 25,000 — ( 204 )

2.5860 % 100,000 198 —

7/26/2024 7/26/2027 1 Month SOFR 4.0767 % 100,000 — ( 2,110 )

2.5850 % 100,000 198 —

7/26/2024 7/26/2027 1 Month SOFR 4.0770 % 100,000 — ( 2,111 )

1 unchanged sentence

7/26/2024 7/26/2027 1 Month SOFR 4.0770 % 50,000 — ( 1,055 )

7/26/2024 7/26/2027 1 Month SOFR 4.0767 % 100,000 361 —

7/26/2024 7/26/2027 1 Month SOFR 4.0770 % 100,000 360 —

7/26/2024 7/26/2027 1 Month SOFR 4.0767 % 50,000 180 —

7/26/2024 7/26/2027 1 Month SOFR 4.0770 % 50,000 178 —

$ 500,000 $ — $ ( 7,953 )

(1) Swapped variable rate includes a secured overnight financing rate ("SOFR") adjustment of 10 basis points.

Detail on the terms and fair value of the Company’s interest rate derivatives designated as cash flow hedges outstanding as of December 31, 2023 is as follows:

33 unchanged sentences

(3) In November 2023, the Company entered into four forward-starting interest rate swap agreements with an aggregate notional amount of $ 300.0 million.

The forward-starting interest rate swap agreements were designated as cash flow hedges that effectively fix the SOFR component of the interest rate on a portion of the outstanding debt under the Term Loan Facility (defined hereafter) at 4.08 % beginning on the effective date.

(4) In December 2023, the Company entered into three forward-starting interest rate swap agreements with an aggregate notional amount of $ 150.0 million to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $ 150.0 million of long-term debt.

2 unchanged sentences

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.

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 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 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 and six months ended June 30, 2024 and 2023 is as follows:

The effective portion of changes in the fair value of derivatives designated as cash flow hedges is recognized in Other comprehensive income (loss) on the Company's unaudited Condensed Consolidated Statements of Comprehensive Income and is reclassified into earnings as interest expense in the period that the hedged 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 and nine months ended September 30, 2024 and 2023 is as follows:

Derivatives in Cash Flow Hedging Relationships

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

(Interest Rate Swaps) Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Change in unrealized gain on interest rate swaps $ 6,019 $ 8,440 $ 21,223 $ 5,973

Change in unrealized gain (loss) on interest rate swaps $ ( 11,161 ) $ 3,932 $ 10,062 $ 9,906

Accretion of interest rate swaps to interest expense ( 2,323 ) ( 2,970 ) ( 8,513 ) ( 6,887 )

Change in unrealized gain on interest rate swaps, net $ 2,904 $ 6,045 $ 15,033 $ 2,057

The Company estimates that $ 6.1 million will be reclassified from accumulated other comprehensive income (loss) as a decrease to interest expense over the next twelve months.

No gain or loss was recognized related to hedge ineffectiveness or to amounts excluded from effectiveness testing on the Company’s cash flow hedges during the three and six months ended June 30, 2024 and 2023.

Change in unrealized gain (loss) on interest rate swaps, net $ ( 13,484 ) $ 962 $ 1,549 $ 3,019

The Company estimates that $ 0.2 million will be reclassified from Accumulated other comprehensive loss as a decrease to interest expense over the next twelve months.

No gain or loss was recognized related to hedge ineffectiveness or to amounts excluded from effectiveness testing on the Company’s cash flow hedges during the three and nine months ended September 30, 2024 and 2023.

Non-Designated (Mark-to-Market) Hedges of Interest Rate Risk

The Company does not use derivatives for trading or speculative purposes.

As of June 30, 2024 and December 31, 2023, the Company did not have any non-designated hedges.

As of September 30, 2024 and December 31, 2023, the Company did not have any non-designated hedges.

Credit-risk-related Contingent Features

The Company has agreements with its derivative counterparties that contain provisions whereby if the Company defaults on certain of its indebtedness and the indebtedness has been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.

If the Company were to be declared in default on its derivative contracts, it would be required to settle its obligations under such agreements at their termination value, including accrued interest.

If the Company was to be declared in default on its derivative contracts, it would be required to settle its obligations under such agreements at their termination value, including accrued interest.

Debt Obligations

As of June 30, 2024 and December 31, 2023, the Company had the following indebtedness outstanding:

As of September 30, 2024 and December 31, 2023, the Company had the following indebtedness outstanding:

Carrying Value as of

September 30,

2024 December 31,

17 unchanged sentences

$ 5,338,681 $ 4,933,525

(1) Stated interest rates as of June 30, 2024 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 4.01 % as of June 30, 2024.

(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.

(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, currently 95 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, currently 95 basis points and SOFR adjustment of 10 basis points) through the maturity of the Term Loan Facility (defined hereafter) on July 26, 2027.

(1) Stated interest rates as of September 30, 2024 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 4.01 % as of September 30, 2024.

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

(4) Effective July 26, 2024, 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 to a fixed, combined interest rate of 4.08 % (plus a spread, currently 93 basis points and SOFR adjustment of 10 basis points) through the maturity of the Term Loan Facility on July 26, 2027.

(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 to a fixed, combined interest rate of 3.59 % (plus a spread, currently 93 basis points and SOFR adjustment of 10 basis points) through the maturity of the Term Loan Facility on July 26, 2027.

2024 Debt Transactions

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 $ 500.0 million term loan (the "Term Loan Facility").

During the six months ended June 30, 2024, the Operating Partnership repaid $ 18.5 million, net of borrowings, under the Revolving Facility, with proceeds from dispositions and the issuance of the 2034 Notes (defined herein).

During the six months ended June 30, 2024, the Operating Partnership repaid $ 300.4 million principal amount of the 3.650 % Senior Notes due 2024 (the "2024 Notes"), representing all of the outstanding 2024 Notes, and $ 30.0 million principal amount of the 3.850 % Senior Notes due 2025 (the "2025 Notes"), with $ 670.0 million aggregate principal amount of the 2025 Notes remaining outstanding.

The Operating Partnership funded the 2024 Notes and 2025 Notes repayments with proceeds from the issuance of the 2034 Notes (defined herein) and 2035 Notes (defined herein) and dispositions.

In connection with the repayment of the 2025 Notes, the Company recognized a $ 0.3 million gain on extinguishment of debt during the six months ended June 30, 2024.

During the nine months ended September 30, 2024, the Operating Partnership repaid $ 18.5 million, net of borrowings, under the Revolving Facility, with proceeds from dispositions and the issuance of the 2034 Notes.

During the nine months ended September 30, 2024, the Operating Partnership repaid $ 300.4 million principal amount of the 3.650 % Senior Notes due 2024 (the "2024 Notes"), representing all of the outstanding 2024 Notes, and $ 67.7 million principal amount of the 3.850 % Senior Notes due 2025 (the "2025 Notes"), with $ 632.3 million aggregate principal amount of the 2025 Notes remaining outstanding.

The Operating Partnership funded the 2024 Notes and 2025 Notes repayments with proceeds from the issuance of the 2034 Notes and 2035 Notes and dispositions.

In connection with the repayment of the 2025 Notes, the Company recognized a $ 0.6 million gain on extinguishment of debt during the nine months ended September 30, 2024.

On January 12, 2024, the Operating Partnership issued $ 400.0 million aggregate principal amount of Senior Notes due 2034 (the "2034 Notes") at 99.816 % of par.

7 unchanged sentences

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 June 30, 2024.

The Company was in compliance with these covenants as of September 30, 2024.

Debt Maturities

As of June 30, 2024 and December 31, 2023, the Company had accrued interest of $ 58.2 million and $ 47.1 million outstanding, respectively.

As of June 30, 2024, scheduled maturities of the Company’s outstanding debt obligations were as follows:

As of September 30, 2024 and December 31, 2023, the Company had accrued interest of $ 45.6 million and $ 47.1 million outstanding, respectively.

As of September 30, 2024, scheduled maturities of the Company’s outstanding debt obligations were as follows:

Year ending December 31,

2024 (remaining six months) $ —

2024 (remaining three months) $ —

Thereafter 2,853,203

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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:

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Value Carrying

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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, 2024

Fair Value Measurements as of September 30, 2024

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

10 unchanged sentences

Interest rate derivatives $ ( 6,877 ) $ — $ ( 6,877 ) $ —

(1) As of June 30, 2024 and December 31, 2023, marketable securities included $ 0.1 million and $ 0.2 million of net unrealized losses, respectively.

As of June 30, 2024, the contractual maturities of the Company’s marketable securities were within the next five years.

(1) As of September 30, 2024 and December 31, 2023, marketable securities included $ 0.2 million of net unrealized gain and $ 0.2 million of net unrealized loss, respectively.

As of September 30, 2024, 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 six months ended June 30, 2024 and year ended December 31, 2023, excluding the properties sold prior to June 30, 2024 or December 31, 2023, respectively:

Fair Value Measurements as of June 30, 2024

The table includes information related to properties that were remeasured to fair value as a result of impairment testing during the nine months ended September 30, 2024 and year ended December 31, 2023, excluding the properties sold prior to September 30, 2024 or December 31, 2023, respectively:

Fair Value Measurements as of September 30, 2024

Balance Quoted Prices in Active Markets for Identical Assets

11 unchanged sentences

$ 14,987 $ — $ — $ 14,987 $ 11,705

(1) Excludes properties disposed of prior to June 30, 2024.

(2) The carrying value of Seacoast Shopping Center, which was remeasured to fair value based on an income approach valuation using the direct capitalization method during the six months ended June 30, 2024, is $ 5.7 million.

(1) Excludes properties disposed of prior to September 30, 2024.

(2) The carrying value of Seacoast Shopping Center, which was remeasured to fair value based on an income approach valuation using the direct capitalization method during the nine months ended September 30, 2024, is $ 5.7 million.

The capitalization rate of 8.00 % 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.

(3) The carrying value of Southland Shopping Center - multi-tenant outparcel, which was remeasured to fair value based upon offers from third-party buyers during the nine months ended September 30, 2024, is $ 0.8 million.

(4) Excludes properties disposed of prior to December 31, 2023.

6 unchanged sentences

ground leases;

ancillary leases or agreements, such as agreements with tenants for cellular towers, ATMs, and short-term or seasonal retail (e.g.

Halloween or Christmas-related retail);

ancillary leases or agreements, such as agreements with tenants for cellular towers, ATMs, and short-term or seasonal retail (e.g, Halloween or Christmas-related retail);

and reciprocal easement agreements.

3 unchanged sentences

Additionally, certain leases may require variable lease payments associated with percentage rents, which are calculated based on underlying tenant sales.

The Company recognized $ 2.3 million and $ 2.0 million of income based on percentage rents for the three months ended June 30, 2024 and 2023, respectively.

The Company recognized $ 6.6 million and $ 5.7 million of income based on percentage rents for the six months ended June 30, 2024 and 2023, respectively.

The Company recognized $ 1.3 million and $ 1.6 million of income based on percentage rents for the three months ended September 30, 2024 and 2023, respectively.

The Company recognized $ 7.9 million and $ 7.3 million of income based on percentage rents for the nine months ended September 30, 2024 and 2023, respectively.

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

2 unchanged sentences

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 June 30, 2024, 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 September 30, 2024, 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.

1 unchanged sentence

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

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

Three Months Ended September 30, Nine Months Ended September 30,

Supplemental Statements of Operations Information 2024 2023 2024 2023

2 unchanged sentences

Total lease costs $ 994 $ 1,498 $ 1,246 $ 4,577

Six Months Ended June 30,

Nine Months Ended September 30,

Supplemental Statements of Cash Flows Information 2024 2023

3 unchanged sentences

Operating Lease Liabilities As of

June 30, 2024

September 30, 2024

Future minimum operating lease payments:

2024 (remaining six months) $ 442

2024 (remaining three months) $ 1,423

Thereafter 29,044

3 unchanged sentences

Supplemental Balance Sheets Information As of

June 30, 2024 As of December 31, 2023

September 30, 2024 As of December 31, 2023

Operating lease liabilities (1)(2)

2 unchanged sentences

29,429 32,350

(1) As of June 30, 2024 and December 31, 2023, the weighted average remaining lease term was 17.8 years and 16.0 years, respectively, and the weighted average discount rate was 4.61 % and 4.48 %, respectively.

(1) As of September 30, 2024 and December 31, 2023, the weighted average remaining lease term was 16.7 years and 16.0 years, respectively, and the weighted average discount rate was 4.73 % and 4.48 %, 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 June 30, 2024 there were no material leases that have been executed but not yet commenced.

As of September 30, 2024 there were no material leases that have been executed but not yet commenced.

Equity and Capital

2 unchanged sentences

The ATM Program is scheduled to expire on November 1, 2025, unless earlier terminated or extended by the Company, sales agents, forward sellers, and forward purchasers.

During the six months ended June 30, 2024 and 2023, the Company did not issue any shares of common stock under the ATM Program.

As of June 30, 2024, $ 400.0 million of common stock remained available for issuance under the ATM Program.

During the nine months ended September 30, 2024, the Company issued 0.7 million shares of common stock under the ATM Program at an average price per share of $ 27.92 for total gross proceeds of $ 20.0 million, excluding commissions and fees.

The Company incurred commissions and fees of $ 0.7 million in conjunction with the ATM Program for the nine months ended September 30, 2024.

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

As of September 30, 2024, $ 380.0 million of common stock remained available for issuance under the ATM Program.

Share Repurchase Program

1 unchanged sentence

The Repurchase Program is scheduled to expire on November 1, 2025, unless suspended or extended by the Company's board of directors.

During the six months ended June 30, 2024 and 2023, the Company did not repurchase any shares of common stock.

As of June 30, 2024, the Repurchase Program had $ 400.0 million of available repurchase capacity.

During the nine months ended September 30, 2024 and 2023, the Company did not repurchase any shares of common stock.

As of September 30, 2024, 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 six months ended June 30, 2024 and 2023, the Company withheld 0.6 million and 0.5 million shares of its common stock, respectively.

During the nine months ended September 30, 2024 and 2023, the Company withheld 0.6 million and 0.5 million shares of its common stock, respectively.

Dividends and Distributions

During the three months ended June 30, 2024 and 2023, the Company's board of directors declared common stock dividends and OP Unit distributions of $ 0.2725 per share/unit and $ 0.2600 per share/unit, respectively.

During the six months ended June 30, 2024 and 2023, the Company's board of directors declared common stock dividends and OP Unit distributions of $ 0.5450 per share/unit and $ 0.5200 per share/unit, respectively.

As of June 30, 2024 and December 31, 2023, the Company had declared but unpaid common stock dividends and OP Unit distributions of $ 85.5 million and $ 85.7 million, respectively.

During the three months ended September 30, 2024 and 2023, the Company's board of directors declared common stock dividends and OP Unit distributions of $ 0.2725 per share/unit and $ 0.2600 per share/unit, respectively.

During the nine months ended September 30, 2024 and 2023, the Company's board of directors declared common stock dividends and OP Unit distributions of $ 0.8175 per share/unit and $ 0.7800 per share/unit, respectively.

As of September 30, 2024 and December 31, 2023, the Company had declared but unpaid common stock dividends and OP Unit distributions of $ 86.0 million and $ 85.7 million, respectively.

These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets.

3 unchanged sentences

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 six months ended June 30, 2024 and the year ended December 31, 2023, the Company granted RSUs to certain employees.

During the nine months ended September 30, 2024 and the year ended December 31, 2023, the Company granted RSUs to certain employees.

The RSUs are divided into multiple tranches, which are all subject to service-based vesting conditions.

2 unchanged sentences

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 0.8 million and 0.7 million for the six months ended June 30, 2024 and the year ended December 31, 2023, respectively, with vesting periods ranging from one to five years .

The aggregate number of RSUs granted, assuming the achievement of target level performance, was 0.8 million and 0.7 million for the nine months ended September 30, 2024 and the year ended December 31, 2023, 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 Six Months Ended June 30, 2024 Year Ended,

Assumption Nine Months Ended September 30, 2024 Year Ended,

December 31, 2023

5 unchanged sentences

4.3 % - 4.8 %

During the three months ended June 30, 2024 and 2023, the Company recognized $ 6.0 million and $ 5.0 million of equity compensation expense, respectively, of which $ 0.5 million and $ 0.4 million was capitalized, respectively.

During the six months ended June 30, 2024 and 2023, the Company recognized $ 9.7 million and $ 9.5 million of equity compensation expense, respectively, of which $ 0.9 million and $ 0.7 million was capitalized, respectively.

During the three months ended September 30, 2024 and 2023, the Company recognized $ 5.4 million and $ 6.1 million of equity compensation expense, respectively, of which $ 0.3 million and $ 0.4 million was capitalized, respectively.

During the nine months ended September 30, 2024 and 2023, the Company recognized $ 15.1 million and $ 15.7 million of equity compensation expense, respectively, of which $ 1.3 million and $ 1.1 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 June 30, 2024, the Company had $ 24.6 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.

As of September 30, 2024, the Company had $ 18.8 million of total unrecognized compensation expense related to unvested stock compensation, which is expected to be recognized over a weighted average period of approximately 2.0 years.

Earnings per Share

3 unchanged sentences

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 and six months ended June 30, 2024 and 2023 (dollars in thousands, except per share data):

Ended June 30, Six Months

Ended June 30,

The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three and nine months ended September 30, 2024 and 2023 (dollars in thousands, except per share data):

Ended September 30, Nine Months

Ended September 30,

2024 2023 2024 2023

19 unchanged sentences

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 and six months ended June 30, 2024 and 2023 (dollars in thousands, except per unit data):

Ended June 30, Six Months

Ended June 30,

The following table provides a reconciliation of the numerator and denominator of the earnings per unit calculations for the three and nine months ended September 30, 2024 and 2023 (dollars in thousands, except per unit data):

Ended September 30, Nine Months

Ended September 30,

2024 2023 2024 2023

21 unchanged sentences

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 and six months ended June 30, 2024 and 2023, the Company did no t incur any material governmental fines resulting from environmental matters.

During the three and nine months ended September 30, 2024 and 2023, the Company did no t incur any material governmental fines resulting from environmental matters.

Related-Party Transactions

As of June 30, 2024 and December 31, 2023, there were no material receivables from or payables to related parties.

During the three and six months ended June 30, 2024 and 2023, the Company did not engage in any material related-party transactions.

As of September 30, 2024 and December 31, 2023, there were no material receivables from or payables to related parties.

During the three and nine months ended September 30, 2024 and 2023, the Company did not 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 June 30, 2024 for recognition and/or disclosure purposes.

Based on this evaluation, there were no subsequent events from June 30, 2024 through the date the financial statements were issued .

In preparing the unaudited Condensed Consolidated Financial Statements, the Company has evaluated events and transactions occurring after September 30, 2024 for recognition and/or disclosure purposes.

Based on this evaluation, there were no subsequent events from September 30, 2024 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