UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
þQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SeptemberJune 30, 20172022
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from_____ to_____
Commission File Number: 001-36160 (Brixmor Property Group)
Commission File Number: 333-201464-01333-256637-01 (Brixmor Operating Partnership LP)


Brixmor Property Group Inc.
Brixmor Operating Partnership LP
(Exact Name of Registrant as Specified in Its Charter)

Maryland (Brixmor(Brixmor Property Group Inc.)45-2433192
Delaware (Brixmor(Brixmor Operating Partnership LP)80-0831163
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
450 Lexington Avenue, New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)
212-869-3000
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)


Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareBRXNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Brixmor Property Group Inc. Yes þNo Brixmor Operating Partnership LP Yes þNo


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Brixmor Property Group Inc. Yes þNo Brixmor Operating Partnership LP Yes þNo


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Brixmor Property Group Inc.Brixmor Operating Partnership LP
Large accelerated filerþNon-accelerated filerLarge accelerated filerNon-accelerated filerþ
Smaller reporting companyAccelerated filerSmaller reporting companyAccelerated filer
Emerging growth companyEmerging growth company
(Do not check if a smaller reporting company)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Brixmor Property Group Inc. Brixmor Operating Partnership LP


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Brixmor Property Group Inc. Yes No þ Brixmor Operating Partnership LP Yes No þ


(APPLICABLE ONLY TO CORPORATE ISSUERS)
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
As of OctoberJuly 1, 2017,2022, Brixmor Property Group Inc. had 304,937,144299,669,016 shares of common stock outstanding.






EXPLANATORY NOTE
This report combines the quarterly reports on Form 10-Q for the period ended SeptemberJune 30, 20172022 of Brixmor Property Group Inc. and Brixmor Operating Partnership LP. Unless stated otherwise or the context otherwise requires, references to the “Parent Company” or “BPG” mean Brixmor Property Group Inc. and its consolidated subsidiaries;subsidiaries, and references to the “Operating Partnership” mean Brixmor Operating Partnership LP and its consolidated subsidiaries. TheUnless the context otherwise requires, the terms the “Company,“the Company,” “Brixmor,” “we,” “our”“our,” and “us” mean the Parent Company and the Operating Partnership, collectively.

The Parent Company is a real estate investment trust (“REIT”) whichthat owns 100% of the common stocklimited liability company interests of BPG Subsidiary Inc.LLC (“BPG Sub”), which, in turn, is the sole ownermember of Brixmor OP GP LLC (the "General Partner"“General Partner”), the sole general partner of the Operating Partnership. As of SeptemberJune 30, 2017,2022, the Parent Company beneficially owned, through its direct and indirect interest in BPG Sub and the General Partner, 100% of the outstanding partnership common units of interest (the “OP Units”) in the Operating Partnership.

The Company believes combining the quarterly reports on Form 10-Q of the Parent Company and the Operating Partnership into this single report provides the following benefits:report:


Enhances investors’ understanding of the Parent Company and the Operating Partnership by enabling investors to view the business as a whole, in the same manner as management views and operates the business;
Eliminates duplicative disclosure and provides a more streamlined and readable presentation; and
Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

Management operates the Parent Company and the Operating Partnership as one business. The management of the Parent Company consists of the same individuals as the management ofBecause the Operating Partnership. These individuals are officers of bothPartnership is managed by the Parent Company, and the Parent Company conducts substantially all of its operations through the Operating Partnership.

Partnership, the Parent Company’s executive officers are the Operating Partnership’s executive officers, and although, as a partnership, the Operating Partnership does not have a board of directors, we refer to the Parent Company’s board of directors as the Operating Partnership’s board of directors.
We believe it is important to understand the few differences between the Parent Company and the Operating Partnership in the context of how the Parent Company and the Operating Partnership operate as a consolidated company. The Parent Company is a REIT, whose only material asset is its indirect interest in the Operating Partnership. As a result, the Parent Company does not conduct business itself other than issuing public equity from time to time. The Parent Company does not incur any material indebtedness. The Operating Partnership holds substantially all of our assets. Except for net proceeds from public equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for OP Units, the Operating Partnership generates all remaining capital required by the Company’s business. Sources of this capital include the Operating Partnership’s operations and its direct or indirect incurrence of indebtedness, and the issuance of OP Units.indebtedness.

Stockholders’ equity, partners’Equity, capital, and non-controlling interests are the primary areas of difference between the unaudited condensed consolidated financial statementsCondensed Consolidated Financial Statements of the Parent Company and those of the Operating Partnership. The Operating Partnership’s capital currently includes OP Units owned by the Parent Company through BPG Sub and the General Partner and has in the past, and may in the future, include OP Units owned by third parties. OP Units owned by third parties, if any, are accounted for in partners’ capital in the Operating Partnership’s financial statements and outside of stockholders’ equity in non-controlling interests in the Parent Company’s financial statements.

The Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have material assets other than its indirect interest in the Operating Partnership. Therefore, while equity, capital, and non-controlling interests may differ as discussed above, the assets and liabilities of the Parent Company and the Operating Partnership are materially the same on their respective financial statements.
In order to highlight the differences between the Parent Company and the Operating Partnership, there are sections inof this report that separately discuss the Parent Company and the Operating Partnership, including separate financial statements (but combined footnotes), separate controls and procedures sections, separate certification of periodic report under Section 302 of the Sarbanes-Oxley Act of 2002, and separate certification pursuant to 18 U.S.CU.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. In the sections that combine disclosure for the Parent Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company.

i
The Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have material assets other than its indirect investment in the Operating Partnership. Therefore, while stockholders’ equity, partners’ capital and non-controlling interests may differ as discussed above, the assets and liabilities of the Parent Company and the Operating Partnership are materially the same on their respective financial statements.




TABLE OF CONTENTS

Item No.Page
Part I - FINANCIAL INFORMATION
1.Financial Statements
Brixmor Property Group Inc. (unaudited)
Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021
Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2022 and 2021
Condensed Consolidated Statements of Changes in Equity for the Three and Six Months Ended June 30, 2022 and 2021
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021
Brixmor Operating Partnership LP (unaudited)
Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021
Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2022 and 2021
Condensed Consolidated Statements of Changes in Capital for the Three and Six Months Ended June 30, 2022 and 2021
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021
Brixmor Property Group Inc. and Brixmor Operating Partnership LP (unaudited)
Notes to Condensed Consolidated Financial Statements
2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
3.Quantitative and Qualitative Disclosures about Market Risk
4.Controls and Procedures
Part II - OTHER INFORMATION
1.Legal Proceedings
1A.Risk Factors
2.Unregistered Sales of Equity Securities and Use of Proceeds
3.Defaults Upon Senior Securities
4.Mine Safety Disclosures
5.Other Information
6.Exhibits



ii
Item No. Page
Part I - FINANCIAL INFORMATION
1.Financial Statements
 Brixmor Property Group Inc. (unaudited) 
 Condensed Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016
 Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2017 and 2016
 Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2017 and 2016
 Condensed Consolidated Statements of Changes in Equity for the Nine Months Ended September 30, 2017 and 2016
 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2017 and 2016
 Brixmor Operating Partnership LP (unaudited) 
 Condensed Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016
 Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2017 and 2016
 Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2017 and 2016
 Condensed Consolidated Statements of Changes in Capital for the Nine Months Ended September 30, 2017 and 2016
 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2017 and 2016
 Brixmor Property Group Inc. and Brixmor Operating Partnership LP (unaudited) 
 Notes to Condensed Consolidated Financial Statements
2.Management's Discussion and Analysis of Financial Condition and Results of Operations
3.Quantitative and Qualitative Disclosures about Market Risk
4.Controls and Procedures
Part II - OTHER INFORMATION
1.Legal Proceedings
1A.Risk Factors
2.Unregistered Sales of Equity Securities and Use of Proceeds
3.Defaults Upon Senior Securities
4.Mine Safety Disclosures
5.Other Information
6.Exhibits









Forward-Looking Statements


This report containsmay contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 which reflect1934. These statements include, but are not limited to, statements related to our current views with respect to, amongexpectations regarding the performance of our business, our financial results, our liquidity and capital resources, and other things, our operations and financial performance.non-historical statements. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,“projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “targets” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include but are not limited to those described under the sectionsections entitled “Risk Factors” in our Form 10-K for the year ended December 31, 2016,2021 and in this report, as such factors may be updated from time to time in our periodic filings with the Securities and Exchange Commission (the “SEC”), which are accessible on the SEC’s website at http:https://www.sec.gov. These factors include (1) changes in national, regional, and local economies, due to global events such as international military conflicts, international trade disputes, a foreign debt crisis, or local economic climates;foreign currency volatility, or due to domestic issues, such as government policies and regulations, tariffs, energy prices, market dynamics, rising interest rates, inflation, or unemployment, or limited growth in consumer income or spending; (2) local real estate market conditions, including an oversupply of space in, or a reduction in demand for, properties similar to those in our Portfolio; (3) changes in market rental rates; (4) changes in the regional demographics surrounding our properties; (5) competition from other available properties or e-commerce, and the attractiveness of properties in our Portfolio to our tenants; (6)(4) disruption and/or consolidation in the retail sector, the financial stability of our tenants, and the overall financial condition of large retailing companies, including thetheir ability of tenants to pay rent andand/or expense reimbursements; (7)reimbursements that are due to us; (5) in the case of percentage rent,rents, the sales volume of our tenants; (6) increases in property operating expenses, including common area expenses, utilities, insurance, and real estate taxes, which are relatively inflexible and generally do not decrease if revenue or occupancy decrease; (7) increases in the costs to repair, renovate, and re-lease space; (8) litigationearthquakes, wildfires, tornadoes, hurricanes, damage from rising sea levels due to climate change, other natural disasters, epidemics and/or pandemics, including the current pandemic of the novel coronavirus (“COVID-19”), civil unrest, terrorist acts, or acts of war, any of which may result in uninsured or underinsured losses; and (9) changes in laws and governmental investigations discussed underregulations, including those governing usage, zoning, the heading “Legal Matters” in Note 13 - Commitmentsenvironment, and Contingencies to our unaudited Condensed Consolidated Financial Statements in this report.taxes. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report and in our other periodic filings. The forward-looking statements speak only as of the date of this report, and we expressly disclaim any obligation or undertaking to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except to the extent otherwise required by law.

iii





PART I - FINANCIAL INFORMATION


Item 1.    Financial Statements

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited, in thousands, except share information)
June 30,
2022
December 31,
2021
Assets
Real estate
Land$1,834,558 $1,773,448 
Buildings and improvements8,992,989 8,654,966 
10,827,547 10,428,414 
Accumulated depreciation and amortization(2,885,202)(2,813,329)
Real estate, net7,942,345 7,615,085 
Cash and cash equivalents16,828 296,632 
Restricted cash11,928 1,111 
Marketable securities19,661 20,224 
Receivables, net245,459 234,873 
Deferred charges and prepaid expenses, net151,897 143,503 
Real estate assets held for sale23,201 16,131 
Other assets58,406 49,834 
Total assets$8,469,725 $8,377,393 
Liabilities
Debt obligations, net$5,148,480 $5,164,518 
Accounts payable, accrued expenses and other liabilities518,252 494,529 
Total liabilities5,666,732 5,659,047 
Commitments and contingencies (Note 15)— — 
Equity
Common stock, $0.01 par value; authorized 3,000,000,000 shares; 308,796,008 and 306,337,045
   shares issued and 299,669,016 and 297,210,053 shares outstanding
2,997 2,972 
Additional paid-in capital3,279,775 3,231,732 
Accumulated other comprehensive income (loss)2,298 (12,674)
Distributions in excess of net income(482,077)(503,684)
Total equity2,802,993 2,718,346 
Total liabilities and equity$8,469,725 $8,377,393 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


1
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited, in thousands, except share information)
 September 30, 2017 December 31, 2016
Assets   
Real estate   
Land$1,985,781
 $2,006,655
Buildings and improvements8,944,738
 9,002,403
 10,930,519
 11,009,058
Accumulated depreciation and amortization(2,320,090) (2,167,054)
Real estate, net8,610,429
 8,842,004
    
Investments in and advances to unconsolidated joint venture
 7,921
Cash and cash equivalents29,978
 51,402
Restricted cash112,040
 51,467
Marketable securities28,840
 25,573
Receivables, net of allowance for doubtful accounts of $16,177 and $16,756219,873
 178,216
Deferred charges and prepaid expenses, net143,140
 122,787
Other assets51,920
 40,315
Total assets$9,196,220
 $9,319,685
    
    
Liabilities   
Debt obligations, net$5,713,688
 $5,838,889
Accounts payable, accrued expenses and other liabilities561,191
 553,636
Total liabilities6,274,879
 6,392,525
    
Commitments and contingencies (Note 13)

 

    
Equity   
Common stock, $0.01 par value; authorized 3,000,000,000 shares; 304,937,144 and 304,343,141 shares outstanding3,049
 3,043
Additional paid-in capital3,333,696
 3,324,874
Accumulated other comprehensive income20,054
 21,519
Distributions in excess of net income(435,458) (426,552)
Total stockholders’ equity2,921,341
 2,922,884
Non-controlling interests
 4,276
Total equity2,921,341
 2,927,160
Total liabilities and equity$9,196,220
 $9,319,685
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share data)
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Revenues
Rental income$305,898 $286,933 $604,260 $563,394 
Other revenues233 91 500 3,376 
Total revenues306,131 287,024 604,760 566,770 
Operating expenses
Operating costs34,497 28,755 69,293 60,140 
Real estate taxes42,304 42,257 83,944 85,145 
Depreciation and amortization85,137 81,212 169,359 164,632 
Impairment of real estate assets431 4,597 1,898 
General and administrative29,702 26,461 57,702 51,106 
Total operating expenses191,647 179,116 384,895 362,921 
Other income (expense)
Dividends and interest35 104 110 191 
Interest expense(47,886)(49,689)(95,208)(98,683)
Gain on sale of real estate assets22,988 32,603 44,899 38,367 
Loss on extinguishment of debt, net(221)(32)(221)(1,229)
Other(1,609)(466)(2,148)304 
Total other expense(26,693)(17,480)(52,568)(61,050)
Net income$87,791 $90,428 $167,297 $142,799 
Net income per common share:
Basic$0.29 $0.30 $0.56 $0.48 
Diluted$0.29 $0.30 $0.56 $0.48 
Weighted average shares:
Basic299,992 297,216 299,246 297,196 
Diluted301,094 298,277 300,360 298,222 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.




2
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share data)
 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
Revenues       
Rental income$246,578
 $247,859
 $749,976
 $744,580
Expense reimbursements66,489
 69,469
 206,718
 200,944
Other revenues1,429
 1,249
 6,426
 6,214
Total revenues314,496
 318,577
 963,120
 951,738
        
Operating expenses       
Operating costs30,505
 31,041
 100,955
 97,507
Real estate taxes45,076
 47,812
 135,607
 130,886
Depreciation and amortization94,239
 98,337
 285,040
 294,634
Provision for doubtful accounts1,216
 2,218
 4,023
 6,579
Impairment of real estate assets11,065
 1,971
 27,383
 1,971
General and administrative22,838
 21,787
 67,043
 69,709
Total operating expenses204,939
 203,166
 620,051
 601,286
        
Other income (expense)       
Dividends and interest76
 89
 234
 481
Interest expense(57,410) (57,855) (170,584) (171,482)
Gain on sale of real estate assets25,942
 2,450
 54,920
 10,232
Gain (loss) on extinguishment of debt, net1,828
 (1,042) 488
 (949)
Other(1,200) (1,370) (2,591) (4,258)
Total other expense(30,764) (57,728) (117,533) (165,976)
        
Income before equity in income of unconsolidated joint venture78,793
 57,683
 225,536
 184,476
Equity in income of unconsolidated joint venture31
 122
 381
 348
Gain on disposition of unconsolidated joint venture interest4,556
 
 4,556
 
        
Net income83,380
 57,805
 230,473

184,824
        
Net income attributable to non-controlling interests
 (313) (76) (2,399)
        
Net income attributable to Brixmor Property Group Inc.83,380
 57,492
 230,397
 182,425
Preferred stock dividends
 
 (39) 
Net income attributable to common stockholders$83,380
 $57,492
 $230,358
 $182,425
Per common share:       
Net income attributable to common stockholders:       
Basic$0.27
 $0.19
 $0.76
 $0.61
Diluted$0.27
 $0.19
 $0.75
 $0.61
Weighted average shares:       
Basic304,936
 303,013
 304,810
 300,697
Diluted305,176
 303,521
 305,175
 301,146
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.




BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited, in thousands)
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Net income$87,791 $90,428 $167,297 $142,799 
Other comprehensive income (loss)
Change in unrealized gain on interest rate swaps, net (Note 6)4,100 2,832 15,381 8,498 
Change in unrealized loss on marketable securities(80)(59)(409)(153)
Total other comprehensive income4,020 2,773 14,972 8,345 
Comprehensive income$91,811 $93,201 $182,269 $151,144 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


3
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited, in thousands)
 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
Net income$83,380
 $57,805
 230,473
 184,824
Other comprehensive income (loss)       
Change in unrealized gain (loss) on interest rate swaps, net (Note 6)(962) 1,321
 (1,434) 2,413
Change in unrealized gain (loss) on marketable securities(11) (54) (31) 81
Total other comprehensive income (loss)(973) 1,267
 (1,465) 2,494
Comprehensive income82,407
 59,072
 229,008
 187,318
Comprehensive income attributable to non-controlling interests
 (313) (76) (2,399)
Comprehensive income attributable to common stockholders$82,407
 $58,759
 $228,932
 $184,919
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.




BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited, in thousands, except per share data)
Common Stock
NumberAmountAdditional Paid-in Capital
Accumulated
Other
Comprehensive
Loss
Distributions in Excess of Net IncomeTotal
Beginning balance, January 1, 2021296,494 $2,965 $3,213,990 $(28,058)$(508,196)$2,680,701 
Common stock dividends ($0.215 per common share)— — — — (65,120)(65,120)
Equity based compensation expense— — 2,792 — — 2,792 
Other comprehensive income— — — 5,572 — 5,572 
Issuance of common stock452 (4)— — — 
Share-based awards retained for taxes— — (5,113)— — (5,113)
Net income— — — — 52,371 52,371 
Ending balance, March 31, 2021296,946 2,969 3,211,665 (22,486)(520,945)2,671,203 
Common stock dividends ($0.215 per common share)— — — — (64,344)(64,344)
Equity based compensation expense— — 4,543 — — 4,543 
Other comprehensive income— — — 2,773 — 2,773 
Issuance of common stock32 (1)— — — 
Share-based awards retained for taxes— — (259)— — (259)
Net income— — — — 90,428 90,428 
Ending balance, June 30, 2021296,978 $2,970 $3,215,948 $(19,713)$(494,861)$2,704,344 
Beginning balance, January 1, 2022297,210 $2,972 $3,231,732 $(12,674)$(503,684)$2,718,346 
Common stock dividends ($0.240 per common share)— — — — (73,156)(73,156)
Equity based compensation expense— — 4,620 — — 4,620 
Other comprehensive income— — — 10,952 — 10,952 
Issuance of common stock2,278 23 43,825 — — 43,848 
Share-based awards retained for taxes— — (10,458)— — (10,458)
Net income— — — — 79,506 79,506 
Ending balance, March 31, 2022299,488 2,995 3,269,719 (1,722)(497,334)2,773,658 
Common stock dividends ($0.240 per common share)— — — — (72,534)(72,534)
Equity based compensation expense— — 6,500 — — 6,500 
Other comprehensive income— — — 4,020 — 4,020 
Issuance of common stock181 3,558 — — 3,560 
Share-based awards retained for taxes— — (2)— — (2)
Net income— — — — 87,791 87,791 
Ending balance, June 30, 2022299,669 $2,997 $3,279,775 $2,298 $(482,077)$2,802,993 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.





4
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited, in thousands)

 Common Stock          
 Number Amount Additional Paid-in Capital 
Accumulated
Other
Comprehensive
Income (Loss)
 Distributions in Excess of Net Income Non-controlling Interests Total
Beginning balance, January 1, 2016299,138
 $2,991
 $3,270,246
 $(2,509) $(400,945) $50,519
 $2,920,302
Common stock dividends ($0.735 per common share)
 
 
 
 (221,828) 
 (221,828)
Distributions to non-controlling interests
 
 
 
 
 (2,304) (2,304)
Equity based compensation expense
 
 7,954
 
 
 87
 8,041
Issuance of common stock and OP Units207
 2
 (1,395) 
 
 1,604
 211
Other comprehensive income
 
 
 2,494
 
 
 2,494
Conversion of Operating Partnership units into common stock4,976
 50
 47,876
 
 
 (47,926) 
Shared-based awards retained for taxes
 
 (3,206) 
 
 
 (3,206)
Net income
 
 
 
 182,425
 2,399
 184,824
Ending balance, September 30, 2016304,321
 $3,043
 $3,321,475
 $(15) $(440,348) $4,379
 $2,888,534
              
Beginning balance, January 1, 2017304,343
 $3,043
 $3,324,874
 $21,519
 $(426,552) $4,276
 $2,927,160
Common stock dividends ($0.78 per common share)
 
 
 
 (238,662) 
 (238,662)
Equity based compensation expense
 
 7,835
 
 
 3
 7,838
Preferred stock redemptions/dividends
 
 
 
 (641) (648) (1,289)
Issuance of common stock and OP Units191
 6
 
 
 
 (6) 
Other comprehensive loss
 
 
 (1,465) 
 
 (1,465)
Conversion of Operating Partnership units into common stock403
 
 3,701
 
 
 (3,701) 
Shared-based awards retained for taxes
 
 (2,714) 
 
 
 (2,714)
Net income
 
 
 
 230,397
 76
 230,473
Ending balance, September 30, 2017304,937
 $3,049
 $3,333,696
 $20,054
 $(435,458) $
 $2,921,341
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.





BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
Six Months Ended June 30,
20222021
Operating activities:
Net income$167,297 $142,799 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization169,359 164,632 
Accretion of debt premium and discount, net(1,432)(1,435)
Deferred financing cost amortization3,505 3,764 
Accretion of above- and below-market leases, net(5,932)(7,125)
Tenant inducement amortization and other2,035 3,012 
Impairment of real estate assets4,597 1,898 
Gain on sale of real estate assets(44,899)(38,367)
Equity based compensation10,343 6,791 
Loss on extinguishment of debt, net221 1,229 
Changes in operating assets and liabilities:
Receivables, net(10,503)8,706 
Deferred charges and prepaid expenses(22,800)(13,270)
Other assets(169)(208)
Accounts payable, accrued expenses and other liabilities2,494 2,436 
Net cash provided by operating activities274,116 274,862 
Investing activities:
Improvements to and investments in real estate assets(146,953)(135,253)
Acquisitions of real estate assets(409,688)(66,716)
Proceeds from sales of real estate assets139,981 99,748 
Purchase of marketable securities(14,321)(7,915)
Proceeds from sale of marketable securities14,404 9,100 
Net cash used in investing activities(416,577)(101,036)
Financing activities:
Repayment of borrowings under unsecured revolving credit facility(360,000)— 
Proceeds from borrowings under unsecured revolving credit facility600,000 — 
Proceeds from unsecured notes— 349,360 
Repayment of borrowings under unsecured term loans and notes(250,000)(350,000)
Deferred financing and debt extinguishment costs(8,223)(3,414)
Proceeds from issuances of common shares47,407 — 
Distributions to common stockholders(145,250)(129,101)
Repurchases of common shares in conjunction with equity award plans(10,460)(5,372)
Net cash used in financing activities(126,526)(138,527)
Net change in cash, cash equivalents and restricted cash(268,987)35,299 
Cash, cash equivalents and restricted cash at beginning of period297,743 370,087 
Cash, cash equivalents and restricted cash at end of period$28,756 $405,386 
Reconciliation to consolidated balance sheets:
Cash and cash equivalents$16,828 $404,144 
Restricted cash11,928 1,242 
Cash, cash equivalents and restricted cash at end of period$28,756 $405,386 
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amount capitalized of $1,432 and $1,817$93,596 $95,523 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



5
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
 Nine Months Ended September 30,
 2017 2016
Operating activities:   
Net income$230,473
 $184,824
Adjustments to reconcile net income to net cash provided by operating activities:   
Depreciation and amortization285,040
 294,634
Debt premium and discount amortization(4,371) (10,630)
Deferred financing cost amortization5,283
 5,827
Above- and below-market lease intangible amortization(23,012) (29,471)
Provisions for impairment27,383
 1,971
Gain on disposition of operating properties(54,920) (10,232)
Gain on disposition of unconsolidated joint venture interest(4,556) 
Equity based compensation7,838
 8,041
Other1,836
 797
(Gain) loss on extinguishment of debt, net(494) 937
Changes in operating assets and liabilities:   
Receivables(15,675) 4,042
Deferred charges and prepaid expenses(41,760) (33,101)
Other assets(3,753) 350
Accounts payable, accrued expenses and other liabilities11,801
 3,202
Net cash provided by operating activities421,113
 421,191
    
Investing activities:   
Improvements to and investments in real estate assets(140,036) (135,868)
Acquisitions of real estate assets(111,790) (6,733)
Proceeds from sales of real estate assets228,680
 31,068
Proceeds from sale of unconsolidated joint venture interest12,369
 
Purchase of marketable securities(23,998) (35,172)
Proceeds from sale of marketable securities20,640
 31,622
Net cash used in investing activities(14,135) (115,083)
    
Financing activities:   
Repayment of debt obligations and financing liabilities(396,356) (865,918)
Repayment of borrowings under unsecured revolving credit facility(548,000) (805,000)
Proceeds from borrowings under unsecured revolving credit facility426,000
 481,000
Proceeds from unsecured term loan and notes1,193,916
 1,094,648
Repayment of borrowings under unsecured term loan(790,000) 
Deferred financing costs(11,179) (17,698)
Distributions to common stockholders(238,106) (220,627)
Distributions to non-controlling interests(1,390) (3,492)
Repurchase of common shares in conjunction with equity award plans(2,714) (3,206)
Net cash used in financing activities(367,829) (340,293)
    
Change in cash, cash equivalents and restricted cash39,149
 (34,185)
Cash, cash equivalents and restricted cash at beginning of period102,869
 110,990
Cash, cash equivalents and restricted cash at end of period$142,018
 $76,805
    
Reconciliation to consolidated balance sheets   
Cash and cash equivalents$29,978
 $31,143
Restricted cash112,040
 45,662
Cash, cash equivalents and restricted cash at end of period$142,018
 $76,805
    
Supplemental disclosure of cash flow information:   
Cash paid for interest, net of amount capitalized of $2,268 and $1,918$176,524
 $183,505
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.




BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited, in thousands, except unit information)
June 30,
2022
December 31,
2021
Assets
Real estate
Land$1,834,558 $1,773,448 
Buildings and improvements8,992,989 8,654,966 
10,827,547 10,428,414 
Accumulated depreciation and amortization(2,885,202)(2,813,329)
Real estate, net7,942,345 7,615,085 
Cash and cash equivalents16,639 281,474 
Restricted cash11,928 1,111 
Marketable securities19,661 20,224 
Receivables, net245,459 234,873 
Deferred charges and prepaid expenses, net151,897 143,503 
Real estate assets held for sale23,201 16,131 
Other assets58,406 49,834 
Total assets$8,469,536 $8,362,235 
Liabilities
Debt obligations, net$5,148,480 $5,164,518 
Accounts payable, accrued expenses and other liabilities518,252 494,529 
Total liabilities5,666,732 5,659,047 
Commitments and contingencies (Note 15)— — 
Capital
Partnership common units; 308,796,008 and 306,337,045 units issued and 299,669,016 and
   297,210,053 units outstanding
2,800,506 2,715,863 
Accumulated other comprehensive income (loss)2,298 (12,675)
Total capital2,802,804 2,703,188 
Total liabilities and capital$8,469,536 $8,362,235 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.




6
BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited, in thousands, except unit information)
 September 30, 2017 December 31, 2016
Assets   
Real estate   
Land$1,985,781
 $2,006,655
Buildings and improvements8,944,738
 9,002,403
 10,930,519
 11,009,058
Accumulated depreciation and amortization(2,320,090) (2,167,054)
Real estate, net8,610,429
 8,842,004
    
Investments in and advances to unconsolidated joint venture
 7,921
Cash and cash equivalents29,948
 51,368
Restricted cash112,040
 51,467
Marketable securities28,622
 25,356
Receivables, net of allowance for doubtful accounts of $16,177 and $16,756219,873
 178,216
Deferred charges and prepaid expenses, net143,140
 122,787
Other assets51,920
 40,315
Total assets$9,195,972
 $9,319,434
    
    
Liabilities   
Debt obligations, net$5,713,688
 $5,838,889
Accounts payable, accrued expenses and other liabilities561,191
 553,636
Total liabilities6,274,879
 6,392,525
    
Commitments and contingencies (Note 13)

 

    
Capital   
Partnership common units; 304,937,144 and 304,720,842 units issued and outstanding2,901,026
 2,905,378
Accumulated other comprehensive income20,067
 21,531
Total capital2,921,093
 2,926,909
Total liabilities and capital$9,195,972
 $9,319,434
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.




BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share data)
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Revenues
Rental income$305,898 $286,933 $604,260 $563,394 
Other revenues233 91 500 3,376 
Total revenues306,131 287,024 604,760 566,770 
Operating expenses
Operating costs34,497 28,755 69,293 60,140 
Real estate taxes42,304 42,257 83,944 85,145 
Depreciation and amortization85,137 81,212 169,359 164,632 
Impairment of real estate assets431 4,597 1,898 
General and administrative29,702 26,461 57,702 51,106 
Total operating expenses191,647 179,116 384,895 362,921 
Other income (expense)
Dividends and interest35 104 110 191 
Interest expense(47,886)(49,689)(95,208)(98,683)
Gain on sale of real estate assets22,988 32,603 44,899 38,367 
Loss on extinguishment of debt, net(221)(32)(221)(1,229)
Other(1,609)(466)(2,148)304 
Total other expense(26,693)(17,480)(52,568)(61,050)
Net income$87,791 $90,428 $167,297 $142,799 
Net income per common unit:
Basic$0.29 $0.30 $0.56 $0.48 
Diluted$0.29 $0.30 $0.56 $0.48 
Weighted average units:
Basic299,992 297,216 299,246 297,196 
Diluted301,094 298,277 300,360 298,222 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


7
BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per unit data)
 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
Revenues       
Rental income$246,578
 $247,859
 $749,976
 $744,580
Expense reimbursements66,489
 69,469
 206,718
 200,944
Other revenues1,429
 1,249
 6,426
 6,214
Total revenues314,496
 318,577
 963,120
 951,738
        
Operating expenses       
Operating costs30,505
 31,041
 100,955
 97,507
Real estate taxes45,076
 47,812
 135,607
 130,886
Depreciation and amortization94,239
 98,337
 285,040
 294,634
Provision for doubtful accounts1,216
 2,218
 4,023
 6,579
Impairment of real estate assets11,065
 1,971
 27,383
 1,971
General and administrative22,838
 21,787
 67,043
 69,709
Total operating expenses204,939
 203,166
 620,051
 601,286
        
Other income (expense)       
Dividends and interest76
 89
 234
 481
Interest expense(57,410) (57,855) (170,584) (171,482)
Gain on sale of real estate assets25,942
 2,450
 54,920
 10,232
Gain (loss) on extinguishment of debt, net1,828
 (1,042) 488
 (949)
Other(1,200) (1,370) (2,591) (4,258)
Total other expense(30,764) (57,728) (117,533) (165,976)
        
Income before equity in income of unconsolidated joint venture78,793
 57,683
 225,536
 184,476
Equity in income of unconsolidated joint venture31
 122
 381
 348
Gain on disposition of unconsolidated joint venture interest4,556
 
 4,556
 
        
Net income attributable to Brixmor Operating Partnership LP$83,380
 $57,805
 $230,473
 $184,824
Per common unit:       
Net income attributable to partnership common units:       
Basic$0.27
 $0.19
 $0.76
 $0.61
Diluted$0.27
 $0.19
 $0.76
 $0.61
Weighted average number of partnership common units:       
Basic304,936
 304,659
 304,914
 304,577
Diluted305,176
 305,167
 305,175
 305,026
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.




BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited, in thousands)
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Net income$87,791 $90,428 $167,297 $142,799 
Other comprehensive income (loss)
Change in unrealized gain on interest rate swaps, net (Note 6)4,100 2,832 15,381 8,498 
Change in unrealized loss on marketable securities(80)(59)(409)(153)
Total other comprehensive income4,020 2,773 14,972 8,345 
Comprehensive income$91,811 $93,201 $182,269 $151,144 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

8
BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited, in thousands)
 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
Net income attributable to Brixmor Operating Partnership LP$83,380
 $57,805
 $230,473
 $184,824
Other comprehensive income (loss)       
Change in unrealized gain (loss) on interest rate swaps, net (Note 6)(962) 1,321
 (1,434) 2,413
Change in unrealized gain (loss) on marketable securities(10) (54) (30) 76
Total other comprehensive income (loss)(972) 1,267
 (1,464) 2,489
Comprehensive income attributable to Brixmor Operating Partnership LP$82,408
 $59,072
 $229,009
 $187,313
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.




BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL
(Unaudited, in thousands)
Partnership Common Units
Accumulated
Other
Comprehensive
Loss
Total
Beginning balance, January 1, 2021$2,698,746 $(28,059)$2,670,687 
Distributions to partners(65,120)— (65,120)
Equity based compensation expense2,792 — 2,792 
Other comprehensive income— 5,572 5,572 
Issuance of OP Units— — — 
Share-based awards retained for taxes(5,113)— (5,113)
Net income52,371 — 52,371 
Ending balance, March 31, 20212,683,676 (22,487)2,661,189 
Distributions to partners(64,344)— (64,344)
Equity based compensation expense4,543 — 4,543 
Other comprehensive income— 2,773 2,773 
Issuance of OP Units— — — 
Share-based awards retained for taxes(259)— (259)
Net income90,428 — 90,428 
Ending balance, June 30, 2021$2,714,044 $(19,714)$2,694,330 
Beginning balance, January 1, 2022$2,715,863 $(12,675)$2,703,188 
Distributions to partners(64,527)— (64,527)
Equity based compensation expense4,620 — 4,620 
Other comprehensive income— 10,953 10,953 
Issuance of OP Units43,848 — 43,848 
Share-based awards retained for taxes(10,458)— (10,458)
Net income79,506 — 79,506 
Ending balance, March 31, 20222,768,852 (1,722)2,767,130 
Distributions to partners(66,195)— (66,195)
Equity based compensation expense6,500 — 6,500 
Other comprehensive income— 4,020 4,020 
Issuance of OP Units3,560 — 3,560 
Share-based awards retained for taxes(2)— (2)
Net income87,791 — 87,791 
Ending balance, June 30, 2022$2,800,506 $2,298 $2,802,804 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



9
BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL
(Unaudited, in thousands)

      
 Partnership Common Units Accumulated Other Comprehensive Income (Loss) Total
Beginning balance, January 1, 2016$2,922,565
 $(2,495) $2,920,070
Distributions to partners(224,148) 
 (224,148)
Equity based compensation expense8,041
 
 8,041
Other comprehensive income
 2,489
 2,489
Issuance of OP Units211
 
 211
Share-based awards retained for taxes(3,206) 
 (3,206)
Net income attributable to Brixmor Operating Partnership LP184,824
 
 184,824
Ending balance, September 30, 2016$2,888,287
 $(6) $2,888,281
      
Beginning balance, January 1, 2017$2,905,378
 $21,531
 $2,926,909
Distributions to partners(239,949) 
 (239,949)
Equity based compensation expense7,838
 
 7,838
Other comprehensive loss
 (1,464) (1,464)
Share-based awards retained for taxes(2,714) 
 (2,714)
Net income attributable to Brixmor Operating Partnership LP230,473
 
 230,473
Ending balance, September 30, 2017$2,901,026
 $20,067
 $2,921,093
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.





BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
Six Months Ended June 30,
20222021
Operating activities:
Net income$167,297 $142,799 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization169,359 164,632 
Accretion of debt premium and discount, net(1,432)(1,435)
Deferred financing cost amortization3,505 3,764 
Accretion of above- and below-market leases, net(5,932)(7,125)
Tenant inducement amortization and other2,035 3,012 
Impairment of real estate assets4,597 1,898 
Gain on sale of real estate assets(44,899)(38,367)
Equity based compensation10,343 6,791 
Loss on extinguishment of debt, net221 1,229 
Changes in operating assets and liabilities:
Receivables, net(10,503)8,706 
Deferred charges and prepaid expenses(22,800)(13,270)
Other assets(169)(208)
Accounts payable, accrued expenses and other liabilities2,494 2,436 
Net cash provided by operating activities274,116 274,862 
Investing activities:
Improvements to and investments in real estate assets(146,953)(135,253)
Acquisitions of real estate assets(409,688)(66,716)
Proceeds from sales of real estate assets139,981 99,748 
Purchase of marketable securities(14,321)(7,915)
Proceeds from sale of marketable securities14,404 9,100 
Net cash used in investing activities(416,577)(101,036)
Financing activities:
Repayment of borrowings under unsecured revolving credit facility(360,000)— 
Proceeds from borrowings under unsecured revolving credit facility600,000 — 
Proceeds from unsecured notes— 349,360 
Repayment of borrowings under unsecured term loans and notes(250,000)(350,000)
Deferred financing and debt extinguishment costs(8,223)(3,414)
Proceeds from issuances of OP Units47,407 — 
Partner distributions and repurchases of OP Units(140,741)(134,473)
Net cash used in financing activities(111,557)(138,527)
Net change in cash, cash equivalents and restricted cash(254,018)35,299 
Cash, cash equivalents and restricted cash at beginning of period282,585 360,073 
Cash, cash equivalents and restricted cash at end of period$28,567 $395,372 
Reconciliation to consolidated balance sheets:
Cash and cash equivalents$16,639 $394,130 
Restricted cash11,928 1,242 
Cash, cash equivalents and restricted cash at end of period$28,567 $395,372 
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amount capitalized of $1,432 and $1,817$93,596 $95,523 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



10
BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
 Nine Months Ended September 30,
 2017 2016
Operating activities:   
Net income attributable to Brixmor Operating Partnership LP$230,473
 $184,824
Adjustments to reconcile net income to net cash provided by operating activities:   
Depreciation and amortization285,040
 294,634
Debt premium and discount amortization(4,371) (10,630)
Deferred financing cost amortization5,283
 5,827
Above- and below-market lease intangible amortization(23,012) (29,471)
Provisions for impairment27,383
 1,971
 Gain on disposition of operating properties(54,920) (10,232)
 Gain on disposition of unconsolidated joint venture interest(4,556) 
Equity based compensation7,838
 8,041
Other1,836
 797
(Gain) loss on extinguishment of debt, net(494) 937
Changes in operating assets and liabilities:   
Receivables(15,675) 4,042
Deferred charges and prepaid expenses(41,760) (33,101)
Other assets(3,753) 350
Accounts payable, accrued expenses and other liabilities11,801
 3,202
Net cash provided by operating activities421,113
 421,191
    
Investing activities:   
Improvements to and investments in real estate assets(140,036) (135,868)
Acquisitions of real estate assets(111,790) (6,733)
Proceeds from sales of real estate assets228,680
 31,068
Proceeds from sale of unconsolidated joint venture interest12,369
 
Purchase of marketable securities(23,995) (35,163)
Proceeds from sale of marketable securities20,640
 31,622
Net cash used in investing activities(14,132) (115,074)
    
Financing activities:   
Repayment of debt obligations and financing liabilities(396,356) (865,918)
Repayment of borrowings under unsecured revolving credit facility(548,000) (805,000)
Proceeds from borrowings under unsecured revolving credit facility426,000
 481,000
Proceeds from unsecured term loan and notes1,193,916
 1,094,648
Repayment of borrowings under unsecured term loan(790,000) 
Deferred financing costs(11,179) (17,698)
Partner distributions(242,209) (227,348)
Net cash used in financing activities(367,828) (340,316)
    
Change in cash, cash equivalents and restricted cash39,153
 (34,199)
Cash, cash equivalents and restricted cash at beginning of period102,835
 110,968
Cash, cash equivalents and restricted cash at end of period$141,988
 $76,769
    
Reconciliation to consolidated balance sheets   
Cash and cash equivalents$29,948
 $31,107
Restricted cash112,040
 45,662
Cash, cash equivalents and restricted cash at end of period$141,988
 $76,769
    
Supplemental disclosure of cash flow information:   
Cash paid for interest, net of amount capitalized of $2,268 and $1,918$176,524
 $183,505
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.





BRIXMOR PROPERTY GROUP INC. AND BRIXMOR OPERATING PARTNERSHIP LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, dollars in thousands, unless otherwise stated)


1. Nature of Business and Financial Statement Presentation
Description of Business
Brixmor Property Group Inc. and subsidiaries (collectively, the “Parent Company”) is an internally-managed real estate investment trust (“REIT”). Brixmor Operating Partnership LP and subsidiaries (collectively, the “Operating Partnership”) is the entity through which the Parent Company conducts substantially all of its operations and owns substantially all of its assets. The Parent Company owns 100% of the common stocklimited liability company interests of BPG Subsidiary Inc.LLC (“BPG Sub”), which, in turn, is the sole member of Brixmor OP GP LLC (the “General Partner”), the sole general partner of the Operating Partnership. The Parent Company engages in the ownership, management, leasing, acquisition, disposition, and redevelopment of retail shopping centers through the Operating Partnership, and has no other substantial assets or liabilities other than through its investment in the Operating Partnership. The Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis (collectively, the “Company” or “Brixmor”) believes it owns and operates one of the largest open airpublicly-traded open-air retail portfolios by gross leasable area ("GLA"(“GLA”) in the United States (“U.S.”), comprised primarily of community and neighborhood shopping centers. As of SeptemberJune 30, 2017,2022, the Company'sCompany’s portfolio was comprised of 498 wholly owned379 shopping centers (the “Portfolio”) totaling approximately 8467 million square feet of gross leasable area (the “Portfolio”). In addition, the Company has one land parcel currently under development.GLA. The Company’s high-quality national Portfolio is primarily located within established trade areas in the top 50 Metropolitan Statistical Areas in the U.S., and ourits shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers.


The Company does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company has a single reportable segment for disclosure purposes in accordance with U.S. generally accepted accounting principles (“GAAP”).


Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for the fair presentation of the unaudited Condensed Consolidated Financial Statements for the periods presented have been included. The Company has determined that it is preferable to present underwriter fees associated with the Company’s issuance of unsecured senior notes in the line item Deferred financing costs as opposed to deducting the amount of the fees within the line item Proceeds from unsecured term loans and notes within financing activities in the accompanying unaudited Condensed Consolidated Statement of Cash Flows.  In connection with this revised presentation, certain prior period balances have been adjusted to conform to the current period presentation described above. The operating results for the periods presented are not necessarily indicative of the results that may be expected for a full fiscal year. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 20162021 and accompanying notes included in the Company'sCompany’s annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 13, 2017.7, 2022.


Principles of Consolidation
The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Parent Company, the Operating Partnership, each of their wholly owned subsidiaries, and all other entities in which they have a controlling financial interest. The portions of consolidated entities not owned by the Parent Company and the Operating Partnership are presented as non-controlling interests as of and during the periods presented. All intercompany transactions have been eliminated.

Real Estate
Real estate assets are recognized in the Company's unaudited Condensed Consolidated Balance Sheets at historical cost, less accumulated depreciation and amortization. Upon acquisition of real estate operating properties, management estimates the fair value of acquired tangible assets (consisting of land, buildings, and tenant improvements), identifiable intangible assets and liabilities (consisting of above and below-market leases, in-place leases and tenant relationships) and assumed debt based on an evaluation of available information. Based on these estimates, the estimated fair value


is allocated to the acquired assets and assumed liabilities. Transaction costs incurred during the acquisition process are capitalized as a component of the asset’s value.

The fair value of tangible assets is determined as if the acquired property is vacant. Fair value is determined using an exit price approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. If subsequent information regarding the fair value of the assets acquired and liabilities assumed is received and estimates are refined, the appropriate adjustments are made to the purchase price allocation on a prospective basis.

In allocating the fair value to identifiable intangible assets and liabilities of an acquired operating property, the value of above-market and below-market leases is estimated based on the present value (using a discount rate reflecting the risks associated with leases acquired) of the difference between: (i) the contractual amounts to be paid pursuant to the leases negotiated and in-place at the time of acquisition and (ii) management’s estimate of fair market lease rates for the property or an equivalent property, measured over a period equal to the remaining non-cancelable term of the lease, which includes renewal periods with fixed rental terms that are considered to be below-market. The capitalized above-market or below-market intangible is amortized as a reduction of, or increase to, rental income over the remaining non-cancelable term of each lease.

In determining the value of in-place leases and tenant relationships, management evaluates the specific characteristics of each lease and the Company’s overall relationship with each tenant. Factors considered include, but are not limited to: the nature of the existing relationship with a tenant, the credit risk associated with a tenant, expectations surrounding lease renewals, estimated carrying costs of a property during a hypothetical expected lease-up period, current market conditions and costs to execute similar leases. Management also considers information obtained about a property in connection with its pre-acquisition due diligence. Estimated carrying costs include: property operating costs, insurance, real estate taxes and estimates of lost rentals at market rates. Costs to execute similar leases include leasing commissions and legal costs to the extent that such costs are not already incurred with a new lease that has been negotiated in connection with the purchase of a property. The values assigned to in-place leases and tenant relationships are amortized to Depreciation and amortization expense over the remaining term of each lease.

Certain real estate assets are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:
Building and building and land improvements20 - 40 years
Furniture, fixtures, and equipment5 - 10 years
Tenant improvementsThe shorter of the term of the related lease or useful life

Costs to fund major replacements and betterments, which extend the life of the asset, are capitalized and depreciated over their respective useful lives, while costs for ordinary repairs and maintenance activities are expensed as incurred.

When a real estate asset is identified by management as held-for-sale, the Company discontinues depreciating the asset and estimates its sales price, net of estimated selling costs. If the estimated net sales price of an asset is less than its net carrying value, a loss is recognized to reflect the estimated fair value. Properties classified as real estate held-for-sale generally represent properties that are under contract for sale and are expected to close within 12 months.

On a periodic basis, management assesses whether there are indicators, including property operating performance, changes in anticipated holding period and general market conditions, that the value of the Company’s real estate assets (including any related intangible assets or liabilities) may be impaired.

If an indicator is identified, a real estate asset is considered impaired only if management’s estimate of current and projected operating cash flows (undiscounted and unleveraged), taking into account the anticipated and probability weighted holding period, are less than a real estate asset’s carrying value. Various factors are considered in the estimation process, including trends and prospects and the effects of demand, competition, and other economic factors. Changes in any estimates and/or assumptions, including the anticipated holding period, could have a material impact on the projected operating cash flows. If management determines that the carrying value of a real estate asset is impaired, a loss is recognized for the excess of its carrying amount over its fair value.



In situations in which a lease or leases associated with a significant tenant have been, or are expected to be, terminated early, the Company evaluates the remaining useful lives of depreciable or amortizable assets in the asset group related to the lease that will be terminated (i.e., tenant improvements, above and below market lease intangibles, in-place lease value and leasing commissions). Based upon consideration of the facts and circumstances surrounding the termination, the Company may accelerate the depreciation and amortization associated with the asset group.


Income Taxes
The Parent CompanyBrixmor Property Group Inc. has elected to qualify as a REIT in accordance with the Internal Revenue Code of 1986, as amended (the “Code”). To qualify as a REIT, the Parent CompanyBrixmor Property Group Inc. must meet a number ofseveral organizational and operational requirements, including a requirement that it currentlyannually distribute to its stockholders at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains,gains. Management intends to its stockholders. It is management’s intentioncontinue to adhere tosatisfy these requirements and maintain the Parent Company’sBrixmor Property Group Inc.’s REIT status.


As a REIT, the Parent CompanyBrixmor Property Group Inc. generally will not be subject to United StatesU.S. federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under the Code. Brixmor Property Group Inc. conducts substantially all of its operations through the Operating Partnership, which is organized as a limited partnership and treated as a pass-through entity for U.S. federal tax purposes. Therefore, U.S.
11


federal income taxes do not materially impact the unaudited Condensed Consolidated Financial Statements of the Company.

If the Parent CompanyBrixmor Property Group Inc. fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for the four subsequent taxable years.

On April 3, 2017, BPG Sub’s status Even if Brixmor Property Group Inc. qualifies for taxation as a REIT, terminated when BPG Sub became a disregarded subsidiary of the Parent Company for United StatesBrixmor Property Group Inc. is subject to certain state and local taxes on its income and property, and to U.S. federal income tax purposes. Prior toand excise taxes on its termination of REIT status, BPG Sub had alsoundistributed taxable income as well as other income items, as applicable.

Brixmor Property Group Inc. has elected to qualifytreat certain of its subsidiaries as a REIT under the Code and was subject to the same tax requirements and tax treatment as the Parent Company.

The Parent Company and BPG Sub have formed taxable REIT subsidiaries (each a “TRS”), and the Parent CompanyBrixmor Property Group Inc. may in the future elect to treat newly formed and/or other existing subsidiaries as taxable REIT subsidiaries which would be subject to income tax. Taxable REIT subsidiariesTRSs. A TRS may participate in non-real estate-relatedestate related activities and/or perform non-customary services for tenants and areis subject to United States federal and state income tax at regular corporate tax rates.

The Operating Partnershipcertain limitations under the Code. A TRS is organized as a limited partnership and is generally not subject to U.S. federal, income tax. Accordingly, no provision for federal income taxes has been reflected in the accompanying unaudited Condensed Consolidated Financial Statements. The Operating Partnership, however, may be subject to certain state, and local income taxes or franchise taxes.at regular corporate rates. Income taxes related to Brixmor Property Group Inc.’s TRSs do not materially impact the unaudited Condensed Consolidated Financial Statements of the Company.


The Company has analyzedconsidered the tax positionpositions taken on income tax returns for the open 2013 through 2017 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 SeptemberJune 30, 20172022 and December 31, 2016.2021. Open tax years generally range from 2018 through 2021 but may vary by jurisdiction and issue. The Company recognizes penalties and interest accrued related to unrecognized tax benefits as income tax expense, which is included in Other on the Company’s unaudited Condensed Consolidated Statements of Operations.


New Accounting Pronouncements
In August 2017, the FASB issued Accounting Standards Update ("ASU") 2017-12 "Derivatives and Hedging (Topic 815)." ASU 2017-12 amends guidance to more closely align the results of cash flow and fair value hedge accounting with risk management activities through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results in the financial statements. The standard is effective on January 1, 2019, with early adoption permitted. The Company does not expect the adoption of ASU 2017-12 to have a material impact on the unaudited Condensed Consolidated Financial Statements of the Company.

In May 2017, the FASB issued ASU 2017-09, "Compensation - Stock Compensation (Topic 718)." ASU 2017-09 clarifies guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The standard is effective on January 1, 2018, with early adoption permitted. The Company does not expect the adoption of ASU 2017-09 to have a material impact on the unaudited Condensed Consolidated Financial Statements of the Company.

In January 2017, the FASB issued ASU 2017-01, "Business Combinations (Topic 805)." ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new guidance will result in many real estate transactions being classified as an asset acquisition and transaction costs being capitalized.  The standard is effective on January 1, 2018, with early adoption permitted. ASU 2017-01 was early adopted by the Company on


January 1, 2017. As a result of adopting ASU 2017-01 the Company has begun capitalizing transaction costs associated with the acquisition of real estate assets. During the three months ended September 30, 2017, the Company did not capitalize any transaction costs. During the nine months ended September 30, 2017, the Company capitalized $0.4 million of transaction costs. The Company determined that these amounts did not have a material impact on the unaudited Condensed Consolidated Financial Statements of the Company.

In November 2016, the FASB issued ASU 2016-18, "Statement of Cash Flows (Topic 230)." ASU 2016-18 requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows.  The standard is effective on January 1, 2018, with early adoption permitted. ASU 2016-18 was early adopted by the Company on January 1, 2017. As a result of adopting ASU 2016-18 the Company now presents the unaudited Condensed Consolidated Statement of Cash Flows inclusive of restricted cash balances and also provides a reconciliation to the cash and cash equivalents and restricted cash amounts presented on the unaudited Condensed Consolidated Balance Sheets. The Company determined that these changes did not have a material impact on the unaudited Condensed Consolidated Financial Statements of the Company.

In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230)." ASU 2016-15 provides classification guidance for certain cash receipts and cash payments including payment of debt extinguishment costs, settlement of zero-coupon debt instruments, insurance claim payments and distributions from equity method investees. The standard is effective on January 1, 2018, with early adoption permitted. The Company does not expect the adoption of ASU 2016-15 to have a material impact on the unaudited Condensed Consolidated Financial Statements of the Company.

In March 2016, the FASB issued ASU 2016-09, "Compensation - Stock Compensation (Topic 718)." ASU 2016-09 sets out amendments to Employee Share-Based Payment Accounting. The new standard impacts certain aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statements of cash flows. The new standard became effective for the Company on January 1, 2017. As a result of adopting ASU 2016-09 the Company has elected to account for share-based award forfeitures on an actual basis as opposed to the use of an estimated forfeiture rate. The Company determined these changes did not have a material impact on the unaudited Condensed Consolidated Financial Statements of the Company.

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)." ASU 2016-02 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to recognize a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The pronouncement requires a modified retrospective method of adoption and is effective on January 1, 2019, with early adoption permitted. The Company will continue to evaluate the effect the adoption of ASU 2016-02 will have on the unaudited Condensed Consolidated Financial Statements of the Company. However, the Company currently believes that the adoption of ASU 2016-02 will not have a material impact for operating leases where it is a lessor and will continue to record revenues from rental properties for its operating leases on a straight-line basis. However, for leases where the Company is a lessee, primarily for the Company’s ground leases and administrative office leases, the Company will be required to record a lease liability and a right of use asset on its unaudited Condensed Consolidated Balance Sheets at fair value upon adoption. In addition, direct internal leasing overhead costs will continue to be capitalized, however, indirect internal leasing overhead costs previously capitalized will be expensed under ASU 2016-02.
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” ASU 2014-09 contains a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance.  The guidance in ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into


contracts for the transfer of non-financial assets unless those contracts are within the scope of other standards.  The core principle of the guidance is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  The pronouncement allows either a full or modified retrospective method of adoption and is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period.  Early adoption is permitted for reporting periods beginning after December 15, 2016. A majority of the Company’s tenant-related revenue is recognized pursuant to lease agreements and will be governed by the recently issued leasing guidance discussed above. The Company continues to evaluate the effect the adoption of ASU 2014-09 will have on the Company’s other sources of revenue. These include reimbursement amounts the Company receives from tenants for operating expenses such as real estate taxes, insurance and other common area expenses. However, the Company currently does not believe the adoption of ASU 2014-09 will significantly affect the timing of the recognition of the Company’s reimbursement revenue.

Any other recently issued accounting standards or pronouncements not disclosed above have been excluded as they either are not relevant to the Company, or they are not expected to have a material effectimpact on the unaudited Condensed Consolidated Financial Statements of the Company.


2. Acquisition of Real Estate
During the ninesix months ended SeptemberJune 30, 2017,2022, the Company acquired the following for an aggregateassets, in separate transactions:
Description(1)
LocationMonth AcquiredGLA
Aggregate Purchase Price(2)
Brea GatewayBrea, CAJan-22181,819 $83,991 
Land at Cobblestone VillageSt. Augustine, FLJan-22N/A1,661 
Arboretum VillageDallas, TXJan-2295,354 46,330 
Ravinia PlazaOrland Park, ILFeb-22101,800 26,160 
Elmhurst CrossingElmhurst, ILApr-22347,503 75,096 
North Riverside PlazaBerwyn, ILApr-22383,884 60,114 
West U MarketplaceHouston, TXApr-2260,136 33,741 
Waterford Commons - Ruby TuesdayWaterford, CTMay-226,781 1,574 
Lake Pointe VillageSugarland, TXJun-22162,263 80,971 
Adjustments related to previously acquired assetsVariousVariousN/A50 
1,339,540 $409,688 
(1)No debt was assumed related to any of the listed acquisitions.
(2)Aggregate purchase price includingincludes $2.0 million of transaction costs, offset by $2.9 million of (dollars in thousands):closing credits.








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     Aggregate Purchase Price
DescriptionLocationMonth AcquiredGLA Cash Debt Assumed Total
Outparcel building adjacent to Annex of ArlingtonArlington Heights, ILFeb-175,760
 $1,006
 $
 $1,006
Outparcel adjacent to Northeast PlazaAtlanta, GAFeb-17N/A
 1,537
 
 1,537
Arborland CenterAnn Arbor, MIMar-17403,536
 102,268
 
 102,268
Building adjacent to Preston ParkPlano, TXApr-1731,080
 4,015
 
 4,015
Outparcel building adjacent to Cobblestone VillageSt. Augustine, FLMay-174,403
 1,306
 
 1,306
Outparcel adjacent to Wynnewood VillageDallas, TXMay-17N/A
 1,658
 
 1,658
   444,779
 $111,790
 $
 $111,790
During the six months ended June 30, 2021, the Company acquired the following assets, in separate transactions:
Description(1)
LocationMonth AcquiredGLA
Aggregate Purchase Price(2)
Land at Ellisville Square (3)
Ellisville, MOJan-21N/A$2,014 
Outparcel adjacent to Cobblestone VillageSt. Augustine, FLFeb-215,040 1,520 
Land associated with Westgate PlazaWestfield, MAMar-21N/A245 
Center of Bonita SpringsBonita Springs, FLApr-21281,394 48,061 
Champlin MarketplaceChamplin, MNJun-2191,970 14,876 
378,404 $66,716 
(1)No debt was assumed related to any of the listed acquisitions.
(2)Aggregate purchase price includes $0.5 million of transaction costs, offset by $1.4 million of closing credits.
(3)The Company terminated a ground lease and acquired a land parcel.

The aggregate purchase price of the propertiesassets acquired during the ninesix months ended SeptemberJune 30, 2017,2022 and 2021, respectively, has been allocated as follows:
Six Months Ended June 30,
Assets20222021
Land$84,361 $17,669 
Buildings294,241 38,082 
Building and tenant improvements33,352 7,128 
Above-market leases(1)
701 149 
In-place leases(2)
29,607 5,523 
Total assets acquired$442,262 $68,551 
Liabilities
Below-market leases(3)
$30,748 $1,835 
Other liabilities1,826 — 
Total liabilities32,574 1,835 
Net assets acquired$409,688 $66,716 
   Nine Months Ended September 30, 2017
Assets
  Land$19,240
  Buildings75,286
  Building and tenant improvements9,177
  Above market rents2,381
  In-place leases8,608
Total assets114,692
    
Liabilities 
 Accounts payable, accrued expenses and other liabilities (below market leases)2,902
Total liabilities2,902
Net Assets Acquired$111,790

In addition,(1)The weighted average amortization period at the time of acquisition for above-market leases related to assets acquired during the ninesix months ended SeptemberJune 30, 2016,2022 was 6.5 years.
(2)The weighted average amortization period at the Companytime of acquisition for in-place leases related to assets acquired two land parcels and one outparcel buildingduring the six months ended June 30, 2022 was 12.1 years.
(3)The weighted average amortization period at the time of acquisition for an aggregate purchase price of $1.2 million. These amounts are included in Improvementsbelow-market leases related to and investments in real estate assets onacquired during the Company’s unaudited Condensed Consolidated Statement of Cash Flows.six months ended June 30, 2022 was 20.1 years.






3. Dispositions and Assets Held for Sale
During the three months ended SeptemberJune 30, 2017,2022, the Company disposed of eight wholly owned5 shopping centers and 3 partial shopping centers for aggregate net proceeds of $121.4$81.1 million, resulting in aaggregate gain of $25.9$23.0 million and aggregate impairment of $0.4less than $0.1 million. During the ninesix months ended SeptemberJune 30, 2017,2022, the Company disposed of 14 wholly owned10 shopping centers and two outparcel buildings4 partial shopping centers for aggregate net proceeds of $228.7$140.0 million, resulting in aaggregate gain of $54.9$44.8 million and aggregate impairment of $0.4 million. During the three and nine months ended September 30, 2017, the Company disposed of its unconsolidated joint venture interest for net proceeds of $12.4 million resulting in a gain of $4.6 million. TheIn addition, during the six months ended June 30, 2022, the Company had one property held for sale asresolved contingencies related to previously disposed assets, resulting in net gain of September 30, 2017 with a carrying value of $8.2$0.1 million.


During the three months ended SeptemberJune 30, 2016,2021, the Company disposed of two2 shopping centers and 5 partial shopping centers for aggregate net proceeds of $10.6$67.9 million, resulting in aaggregate gain of $2.5$32.6 million. DuringIn addition, during the ninethree months ended SeptemberJune 30, 2016,2021, the Company disposed of four shopping centers and one outparcel building forreceived aggregate net proceeds of $31.1less than $0.1 million from previously disposed assets resulting in aaggregate gain of $10.2 million and an impairment of less than $0.1 million. TheDuring the six months ended June 30, 2021, the Company disposed of 6 shopping centers and 9 partial shopping centers for aggregate net proceeds of $99.7 million resulting in aggregate gain of $38.3 million and aggregate impairment of $1.5 million. In addition, during the six months ended June 30, 2021, the Company received aggregate net proceeds of less than $0.1 million from previously disposed assets resulting in aggregate gain of less than $0.1 million.


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As of June 30, 2022, the Company had two3 properties and 1 partial property held for sale. As of December 31, 2021, the Company had 1 property and 2 partial properties held for salesale. The following table presents the assets associated with the properties classified as of September 30, 2016 with a carrying value of $24.1 million. In connection with these properties becoming held for sale,sale:
AssetsJune 30, 2022December 31, 2021
Land$4,857 $4,339 
Buildings and improvements30,842 19,181 
Accumulated depreciation and amortization(13,512)(7,899)
Real estate, net22,187 15,621 
Other assets1,014 510 
Assets associated with real estate assets held for sale$23,201 $16,131 
Liabilities
Below-market leases$28 $— 
Other liabilities— — 
Liabilities associated with real estate assets held for sale(1)
$28 $— 
(1)These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company recognized a $2.0 million impairment to reduce the carrying value of one of the properties to its estimated net realizable value. The impairment charge was based upon the sales price in the signed contract with the third party buyer, adjusted to reflect associated disposition costs.Company's Consolidated Balance Sheets.


There were no discontinued operations for the three and ninesix months ended SeptemberJune 30, 20172022 and 20162021 as none of the dispositions represented a strategic shift in the Company'sCompany’s business that would qualify as discontinued operations.


4. Real Estate
The Company’s components of Real estate, net consisted of the following:
June 30, 2022December 31, 2021
Land$1,834,558 $1,773,448 
Buildings and improvements:
Buildings and tenant improvements8,435,470 8,110,742 
Lease intangibles(1)
557,519 544,224 
10,827,547 10,428,414 
Accumulated depreciation and amortization(2)
(2,885,202)(2,813,329)
Total$7,942,345 $7,615,085 
 September 30, 2017 December 31, 2016
Land$1,985,781
 $2,006,655
Buildings and improvements:   
Buildings and tenant improvements8,143,978
 8,165,672
Lease intangibles (1)
800,760
 836,731
 10,930,519
 11,009,058
Accumulated depreciation and amortization (2)
(2,320,090) (2,167,054)
Total$8,610,429
 $8,842,004
(1)As of June 30, 2022 and December 31, 2021, Lease intangibles consisted of $505.1 million and $491.0 million, respectively, of in-place leases and $52.4 million and $53.2 million, respectively, of above-market leases. These intangible assets are amortized over the term of each related lease.
(1)
At September 30, 2017 and December 31, 2016, Lease intangibles consisted of $723.2 million and $758.0 million, respectively, of in-place leases and $77.6 million and $78.7 million, respectively, of above-market leases. These intangible assets are amortized over the term of each related lease.
(2)
At September 30, 2017 and December 31, 2016, Accumulated depreciation and amortization included $630.0 million and $632.8 million, respectively, of accumulated amortization related to Lease intangibles.

(2)As of June 30, 2022 and December 31, 2021, Accumulated depreciation and amortization included $469.3 million and $480.9 million, respectively, of accumulated amortization related to Lease intangibles.

In addition, at Septemberas of June 30, 20172022 and December 31, 2016,2021, the Company had intangible liabilities relating to below-market leases of $468.6$356.5 million and $485.2$337.1 million, respectively, and accumulated accretion of $277.2$252.7 million and $261.7$256.2 million, respectively. These intangible liabilities are included in Accounts payable, accrued expenses and other liabilities inon the Company’s unaudited Condensed Consolidated Balance Sheets. These intangible assets are accreted over the term of each related lease.















14










Net above and below marketBelow-market lease intangible accretion income, net of above-market lease amortization for the three months ended SeptemberJune 30, 20172022 and 20162021 was $7.6$3.0 million and $9.4$4.2 million, respectively. Net above and below marketBelow-market lease intangible accretion income, net of above-market lease amortization for the ninesix months ended SeptemberJune 30, 20172022 and 20162021 was $23.0$5.9 million and $29.5$7.1 million, respectively. These amounts are included in Rental income inon the Company'sCompany’s unaudited Condensed Consolidated Statements of Operations. Amortization expense associated with in-place lease value for the three months ended SeptemberJune 30, 20172022 and 20162021 was $10.8$4.8 million and $14.5$4.2 million, respectively. Amortization expense associated with in-place lease value for the ninesix months ended SeptemberJune 30, 20172022 and 20162021 was $36.3$8.9 million and $47.7$7.8 million, respectively. These amounts are included in Depreciation and amortization inon the Company'sCompany’s unaudited Condensed Consolidated Statements of Operations. The Company’s estimated below-market lease accretion income, net accretion (income) andof above-market lease amortization expense, associated with the Company’s above and below market leases and in-place leaseslease amortization expense for the next five years are as follows:
Year ending December 31,Below-market lease accretion (income), net of above-market lease amortization expenseIn-place lease amortization expense
2022 (remaining six months)$(5,772)$9,588 
2023(10,662)15,591 
2024(9,972)12,132 
2025(8,504)8,879 
2026(7,393)6,379 
Year ending December 31, Above- and below-market lease accretion (income), net In-place lease amortization expense
2017 (remaining three months) $(6,590) $9,642
2018 (24,797) 33,291
2019 (20,882) 26,284
2020 (17,036) 19,611
2021 (14,066) 14,151


5. Impairments
On a periodic basis, managementManagement periodically assesses whether there are any indicators, including property operating performance, changes in anticipated holdinghold period, and general market conditions, that the carrying value of the Company’s real estate assets (including any related intangible assets or liabilities) may be impaired. If management determines that the carrying value of a real estate asset is impaired, a lossan impairment charge is recognized forto reflect the excess of its carrying amount over itsestimated fair value.

The Company recognized the following impairmentsimpairment during the three months ended SeptemberJune 30, 2017:2022:
Three Months Ended June 30, 2022
Property Name(1)
LocationGLAImpairment Charge
Torrington Plaza (2)
Torrington, CT125,496 $
125,496 $
Three Months Ended September 30, 2017
Property Name Location GLA Impairment Charge
Lexington Road Plaza(1)
 Versailles, KY 197,668
 $6,393
Shops at Seneca Mall(1)
 Liverpool, NY 231,024
 1,507
Remount Village Shopping Center(1)
 North Charleston, SC 60,238
 599
Fashion Square(1)
 Orange Park, FL 36,029
 2,125
Renaissance Center East(1)(2)
 Las Vegas, NV 144,216
 52
The Shoppes at North Ridgeville(1)(2)
 North Ridgeville, OH 59,852
 389
    729,027
 $11,065
(1)
The Company recognized impairment charges based upon a change in the estimated hold period of these properties in connection with the Company's capital recycling program.
(2)
The Company disposed of this property during the three months ended September 30, 2017.

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

(2)The Company disposed of this property during the three months ended June 30, 2022.














The Company recognized the following impairments during the ninesix months ended SeptemberJune 30, 2017:2022:
Six Months Ended June 30, 2022
Property Name(1)
LocationGLAImpairment Charge
Torrington Plaza (2)
Torrington, CT125,496 $3,509 
New Garden Center (2)
Kennett Square, PA147,370 1,088 
272,866 $4,597 
(1)The Company recognized impairment charges based upon changes in the anticipated hold periods of these properties and/or offers from third-party buyers in connection with the Company’s capital recycling program.
(2)The Company disposed of this property during the six months ended June 30, 2022.





15


Nine Months Ended September 30, 2017
Property Name Location GLA Impairment Charge
The Plaza at Salmon Run(1)
 Watertown, NY 68,761
 $3,486
Smith's(1) 
 Socorro, NM 48,000
 2,200
The Manchester Collection(1)
 Manchester, CT 342,247
 9,026
Renaissance Center East(1)(2)
 Las Vegas, NV 144,216
 1,658
Lexington Road Plaza(1)
 Versailles, KY 197,668
 6,393
Shops at Seneca Mall(1)
 Liverpool, NY 231,024
 1,507
Remount Village Shopping Center(1)
 North Charleston, SC 60,238
 599
Fashion Square(1)
 Orange Park, FL 36,029
 2,125
The Shoppes at North Ridgeville(1)(2)
 North Ridgeville, OH 59,852
 389
    1,188,035
 $27,383
The Company recognized the following impairment during the three months ended June 30, 2021:

Three Months Ended June 30, 2021
Property Name(1)
LocationGLAImpairment Charge
Erie Canal Centre(2)
DeWitt, NY123,404 $431 
123,404 $431 
(1)
The Company recognized impairment charges based upon a change in the estimated hold period of these properties in connection with the Company's capital recycling program.
(2)
The Company disposed of this property during the nine months ended September 30, 2017.

(1)The Company recognized an impairment charge based upon a change in the anticipated hold period of this property and/or offers from third-party buyers in connection with the Company’s capital recycling program.
(2)The Company disposed of this property during the year ended December 31, 2021.

The Company recognized the following impairments during the three and ninesix months ended SeptemberJune 30, 2016:2021:
Six Months Ended June 30, 2021
Property Name(1)
LocationGLAImpairment Charge
Albany Plaza(2)
Albany, GA114,169 $1,467 
Erie Canal Centre(2)
DeWitt, NY123,404 431 
237,573 $1,898 
Three and Nine Months Ended September 30, 2016
Property Name Location GLA Impairment Charge
Inwood Forest(1)
 Houston, TX 77,553
 $52
Plymouth Plaza(2)
 Plymouth Meeting, PA 30,013
 1,990
Other - N/A
 (71)
    107,566
 $1,971
(1)The Company recognized impairment charges based upon changes in the anticipated hold periods of these properties and/or offers from third-party buyers in connection with the Company’s capital recycling program.

(2)The Company disposed of this property during the year ended December 31, 2021.
(1)
The Company disposed of this property during the three and nine months ended September 30, 2016.
(2)
The Company recognized impairment charges based upon a change in the estimated hold period of these properties in connection with the Company's capital recycling program.


The Company can provide no assurance that material impairment charges with respect to its Portfolio will not occur in future periods. See Note 3 for additional information regarding impairment charges taken in connection with the Company’s dispositions. See Note 8 for additional information regarding the fair value of impairments taken on operating properties.properties that have been impaired.


6. Financial Instruments - Derivatives and Hedging
The Company’s use of derivative instruments is limitedintended to the utilization ofmanage its exposure to interest rate agreements or othermovements and such instruments to manage interest rate risk exposures andare not utilized for speculative purposes. In certain situations, the Company may enter into derivative financial instruments such as interest rate swap and interest rate cap agreements that result in the receipt and/or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s objective in using interest rate derivatives is to add stability to interest expense and to manage its exposure to interest rate movements.


Cash Flow Hedges of Interest Rate Risk
Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without changingexchanging the underlying notional amount. The Company utilizes interest rate swaps to partially hedge the cash flows associated with variable-rate debt. During the three and ninesix months ended SeptemberJune 30, 2017,2022 and the year ended December 31, 2021, the Company did not enter into any new interest rate swap agreements. During the year ended December 31, 2016,2021, interest rate swaps with a notional amount of $250.0 million expired and the Company entered into nine forward startingpaid $1.1 million to terminate interest rate swaps with a notional amount of $250.0 million.

During the six months ended June 30, 2022, the Company amended its interest rate swap agreements, (the “Swaps”contemporaneous with a modification of the Company's unsecured credit facility agreements, to facilitate reference rate form, converting all outstanding swaps from the London Interbank Offered Rate (“LIBOR”) with an effective dateto the Secured Overnight Financing Rate (“SOFR”). As a result of November 1, 2016these amendments, the Company has elected to apply additional expedients within Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848) related to contract modifications, changes in critical terms, and an aggregate notional value of $1.4 billionupdates to partially hedge the variable cash flows associated with variable LIBOR based interest rate debt.designated hedged risk(s) as qualifying changes have been made to applicable debt and derivative contracts.











16


Detail ofon the Company’s interest rate derivatives designated as cash flow hedges outstanding as of SeptemberJune 30, 20172022 and December 31, 20162021 is as follows:
  Number of Instruments Notional Amount
  September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
Interest Rate Swaps 9 9 $1,400,000
 $1,400,000

Number of InstrumentsNotional Amount
June 30, 2022December 31, 2021June 30, 2022December 31, 2021
Interest Rate Swaps44$300,000 $300,000 
The Company has elected to present its interest rate derivatives on its unaudited Condensed Consolidated Balance Sheets on a gross basis as interest rate swap assets and interest rate swap liabilities. Detail on the Company’s fair value of the Company’s interest rate derivatives on a gross and net basis as of SeptemberJune 30, 20172022 and December 31, 2016, respectively,2021 is as follows:
 Fair Value of Derivative InstrumentsFair Value of Derivative Instruments
Interest rate swaps classified as: September 30, 2017 December 31, 2016Interest rate swaps classified as:June 30, 2022December 31, 2021
Gross derivative assets $20,171
 $21,605
Gross derivative assets$2,796 $— 
Gross derivative liabilities 
 
Gross derivative liabilities— (12,585)
Net derivative assets $20,171
 $21,605
Net derivative liabilitiesNet derivative liabilities$2,796 $(12,585)
The gross derivative assets are included in Other assets and the gross derivative liabilities are included in Accounts payable, accrued expenses and other liabilities on the Company'sCompany’s unaudited Condensed Consolidated Balance Sheets. All of the Company’s outstanding interest rate swap agreements for the periods presented were designated as cash flow hedges of interest rate risk. The fair value of the Company'sCompany’s interest rate derivatives is determined using market standard valuation techniques, including discounted cash flow analysisanalyses, on the expected cash flows of each derivative. This analysis reflectsThese analyses reflect the contractual terms of the derivatives,derivative, including the period to maturity, and usesuse observable market-based inputs, including interest rate curves and implied volatilities. These inputs are classified as Level 2 of the fair value hierarchy. The effective portion of changes in the fair value of derivatives designated as and that qualify as, cash flow hedges is recognized in other comprehensive income (“OCI”)(loss) and is reclassified into earnings as interest expense in the period that the hedged forecasted transaction affects earnings.


The effective portion of the Company'sCompany’s interest rate swaps that was recognized inon the Company’s unaudited Condensed Consolidated StatementStatements of Comprehensive Income for the three and ninesix months ended SeptemberJune 30, 20172022 and 20162021 is as follows:

Derivatives in Cash Flow Hedging Relationships (Interest Rate Swaps) Three Months Ended September 30, Nine Months Ended September 30,Derivatives in Cash Flow Hedging Relationships
(Interest Rate Swaps)
Three Months Ended June 30,Six Months Ended June 30,
2017 2016 2017 20162022202120222021
Change in unrealized gain (loss) on interest rate swaps $132
 $79
 $(532) $(1,704)Change in unrealized gain (loss) on interest rate swaps$2,727 $(325)$12,161 $2,274 
Amortization of interest rate swaps to interest expense (1,094) 1,242
 (902) 4,117
Amortization of interest rate swaps to interest expense1,373 3,157 3,220 6,224 
Change in unrealized gain (loss) on interest rate swaps, net $(962) $1,321
 $(1,434) $2,413
Change in unrealized gain on interest rate swaps, netChange in unrealized gain on interest rate swaps, net$4,100 $2,832 $15,381 $8,498 
The Company estimates that $7.0$1.4 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 ninesix months ended SeptemberJune 30, 20172022 and 2016.2021.


Non-Designated (Mark-to Market)(Mark-to-Market) Hedges of Interest Rate Risk
The Company does not use derivatives for trading or speculative purposes. As of SeptemberJune 30, 20172022 and December 31, 2016,2021, the Company did not have any non-designated hedges.


Credit-risk-related Contingent Features
The Company has agreements with its derivative counterparties that contain a provisionprovisions whereby if the Company defaults on certain of its indebtedness and the indebtedness has been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. If the Company were to breach any of the contractual provisions of the derivative contracts, it would be required to settle its obligations under thesuch agreements at their termination value, including accrued interest.





17


7. Debt Obligations
As of SeptemberJune 30, 20172022 and December 31, 2016,2021, the Company had the following indebtedness outstanding:
Carrying Value as of
June 30,
2022
December 31,
2021
Stated
Interest
Rate(1)
Scheduled
Maturity
Date
Notes payable
Unsecured notes(2)
$4,618,453 $4,868,453 2.25% – 7.97%2024 – 2031
Net unamortized premium25,219 26,651 
Net unamortized debt issuance costs(24,596)(26,913)
Total notes payable, net$4,619,076 $4,868,191 
Unsecured Credit Facility
Revolving Facility$240,000 $— 2.64%2026
Term Loan Facility(3)
300,000 300,000 2.78%2027
Net unamortized debt issuance costs(10,596)(3,673)
Total Unsecured Credit Facility and term loans$529,404 $296,327 
Total debt obligations, net$5,148,480 $5,164,518 
  Carrying Value as of    
  September 30,
2017
 December 31, 2016 
Stated
Interest
Rates (7)
 
Scheduled
Maturity
Date
Secured loans        
Secured loans(1)(2)
 $915,936
 $1,312,292
 4.40% - 7.89% 2017 – 2024
Net unamortized premium 16,803
 25,189
    
Net unamortized debt issuance cost (150) (387)    
Total secured loans, net $932,589
 $1,337,094
    
         
Notes payable        
Unsecured notes(3)
 $3,218,453
 $2,318,453
 3.25% - 7.97% 2022 - 2029
Net unamortized discount (13,965) (9,097)    
Net unamortized debt issuance cost (23,306) (17,402)    
Total notes payable, net $3,181,182
 $2,291,954
    
         
Unsecured Credit Facility and Term Loan 
      
Unsecured Credit Facility(4)
 $710,000
 $1,622,000
 2.60% 2018 – 2021
Unsecured $600 Million Term Loan(5)
 600,000
 600,000
 2.65% 2019
Unsecured $300 Million Term Loan(6)
 300,000
 
 3.14% 2024
Net unamortized debt issuance cost (10,083) (12,159)    
Total Unsecured Credit Facility and Term Loan $1,599,917
 $2,209,841
    
         
Total debt obligations, net $5,713,688
 $5,838,889
    
(1)
The Company’s secured loans are collateralized by certain properties and the equity interests of certain subsidiaries. These properties had a carrying value as of September 30, 2017 of approximately $1.8 billion.
(2)
The weighted average interest rate on the Company’s fixed rate secured loans was 6.16% as of September 30, 2017.
(3)
The weighted average interest rate on the Company’s unsecured notes was 3.81% as of September 30, 2017.
(4)
Effective November 1, 2016, the Company has in place one interest rate swap agreement that converts the variable interest rate on $210.0 million of a term loan under the Company's $2.75 billion senior unsecured credit facility as amended July 25, 2016, (the "Unsecured Credit Facility") to a fixed interest rate of 0.82% (plus a spread of 135 bps) through July 31, 2018, and three interest rate swap agreements that convert the variable interest rate on a $500.0 million term loan under the Unsecured Credit Facility to a fixed interest rate of 1.11% (plus a spread of 135 bps) through July 30, 2021.
(5)
Effective November 1, 2016, the Company has in place two interest rate swap agreements that convert the variable interest rate on $200.0 million of the Company's $600 million term loan as amended July 25, 2016, (the "$600 million Term Loan") to a fixed, combined interest rate of 0.82% (plus a spread of 140 bps) through July 31, 2018, and three interest rate swap agreements that convert the variable interest rate on $400.0 million of the $600 million Term Loan to a fixed interest rate of 0.88% (plus a spread of 140 bps) through March 18, 2019.
(6)
Effective July 28, 2017, the Company has in place one interest rate swap agreement that converts the variable interest rate on $90.0 million of the $300 Million Term Loan (defined below) to a fixed interest rate of 0.82% (plus a spread of 190 bps) through July 31, 2018.
(7)
The stated interest rates are as of September 30, 2017 and do not include the impact of any interest rate swap agreements.

(1)Stated interest rates as of June 30, 2022 do not include the impact of the Company’s interest rate swap agreements (described below).
2017(2)The weighted average stated interest rate on the Company’s unsecured notes was 3.69% as of June 30, 2022.
(3)Effective June 1, 2022, the Company has in place 4 interest rate swap agreements that convert the variable interest rate on the $300 million outstanding under the Term Loan Facility (as defined below) to a fixed, combined interest rate of 2.59% (plus a spread of 119 basis points) through July 26, 2024.

2022 Debt Transactions
In March 2017,April 2022, the Operating Partnership issued $400.0amended and restated its unsecured credit facility agreements (the "Unsecured Credit Facility"). The amendment provides for (i) revolving loan commitments of $1.25 billion (the “Revolving Facility”) scheduled to mature on June 30, 2026 (extending the applicable scheduled maturity date from February 28, 2023); and (ii) a continuation of the existing $300 Million Term Loan scheduled to mature on July 26, 2027 (extending the applicable scheduled maturity date from July 26, 2024) and a new $200.0 million aggregatedelayed draw term loan, maturing on July 26, 2027 (together, the “Term Loan Facility”). The Revolving Facility includes two six-month maturity extension options, the exercise of which is subject to customary conditions and the payment of a fee on the extended commitments. In addition, the floating reference rate under the Unsecured Credit Facility has been amended from LIBOR to SOFR.

During the six months ended June 30, 2022, the Operating Partnership repaid $250.0 million principal amount of 3.90%its Floating Rate Senior Notes due 20272022 (the “2027“2022 Notes”), representing all of the outstanding 2022 Notes, with available cash on hand. In addition, during the six months ended June 30, 2022, the Operating Partnership borrowed $240.0 million, net of repayments, under its $1.25 billion Revolving Facility, the proceeds of which were utilized to repay outstanding indebtedness, including borrowings under the Company's Unsecured Credit Facility, andused for general corporate purposes.  The 2027 Notes bear interest at a rate of 3.90% per annum, payable semi-annually on March 15 and September 15 of each year, commencing September 15, 2017. The 2027 Notes will mature on March 15, 2027. The 2027 Notes are the Operating Partnership’s unsecured and unsubordinated obligations and rank equally in right of payment with all of the Operating Partnership’s existing and future senior unsecured and unsubordinated indebtedness. The Operating Partnership may redeem the 2027 Notes at any time in whole or from time to time in part at the applicable make-whole redemption price specified in the Indenture with respect to the 2027 Notes.  If the 2027 Notes are redeemed on or after December 15, 2026 (three months prior to the maturity date), the redemption price will be equal to 100% of the principal amount of the 2027 Notes being redeemed plus accrued and unpaid interest thereon to, but notpurposes, including the redemption date.



In June 2017, the Operating Partnership issued $500.0 million aggregate principal amount of 3.65% Senior Notes due 2024 (the “2024 Notes”), the proceeds of which were utilized to repay outstanding indebtedness, including borrowings under the Company's Unsecured Credit Facility, and for general corporate purposes.  The 2024 Notes bear interest at a rate of 3.65% per annum, payable semi-annually on June 15 and December 15 of each year, commencing December 15, 2017. The 2024 Notes will mature on June 15, 2024. The 2024 Notes are the Operating Partnership’s unsecured and unsubordinated obligations and rank equally in right of payment with all of the Operating Partnership’s existing and future senior unsecured and unsubordinated indebtedness. The Operating Partnership may redeem the 2024 Notes at any time in whole or from time to time in part at the applicable make-whole redemption price specified in the Indenture with respect to the 2024 Notes.  If the 2024 Notes are redeemed on or after April 15, 2024 (two months prior to the maturity date), the redemption price will be equal to 100% of the principal amount of the 2024 Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.

In July 2017, the Operating Partnership entered into a $300.0 million variable rate unsecured term loan facility (the "$300 Million Term Loan"). The $300 Million Term Loan has a seven-year term maturing on July 26, 2024, with no available extension options, and bears interest at a rate of LIBOR plus 190 basis points (based on the Operating Partnership’s current credit ratings). Proceeds from the $300 Million Term Loan were used to prepay $300.0$269.7 million of an unsecured term loan under the Company's Unsecured Credit Facility maturing July 31, 2018.

During the nine months ended September 30, 2017, the Company repaid $380.3 million of secured loans and $790.0 million of an unsecured term loan under the Company's Unsecured Credit Facility, resulting in a $0.5 million gain on extinguishment of debt, net. These repayments were funded primarily with proceeds from the issuance of the 2027 Notes, 2024 Notes and $300 Million Term Loan. In addition, during the nine months ended September 30, 2017, the Company repaid $122.0 million,acquisitions, net of borrowings on the Revolving Facility.dispositions.


Pursuant to the terms of the Company’s unsecured debt agreements, the Company, among other things, is subject to the maintenance of various financial covenants. The Company was in compliance with these covenants as of SeptemberJune 30, 2017.2022.










18


Debt Maturities
As of SeptemberJune 30, 20172022 and December 31, 2016,2021, the Company had accrued interest of $27.2$45.8 million and $34.1$46.3 million outstanding, respectively. As of SeptemberJune 30, 2017,2022, scheduled amortization and maturities of the Company’s outstanding debt obligations were as follows:
Year ending December 31,
2022 (remaining six months)$— 
2023— 
2024500,000 
2025700,000 
2026847,542 
Thereafter3,110,911 
Total debt maturities5,158,453 
Net unamortized premium25,219 
Net unamortized debt issuance costs(35,192)
Total debt obligations, net$5,148,480 
Year ending December 31,  
2017 (remaining three months) $13,165
2018 227,892
2019 618,437
2020 673,217
2021 686,225
Thereafter 3,525,453
Total debt maturities 5,744,389
Net unamortized premiums and discounts 2,838
Net unamortized debt issuance costs (33,539)
Total debt obligations, net $5,713,688
As of the date the financial statements were issued, the Company did not have any scheduled debt maturities for the next 12 months.













8. Fair Value Disclosures
All financial instruments of the Company are reflected in the accompanying unaudited Condensed Consolidated Balance Sheets at amounts which, in management’s judgment, reasonably approximate their fair values, except those instruments listed below:
  September 30, 2017 December 31, 2016
  
Carrying
Amounts
 
Fair
Value
 
Carrying
Amounts
 
Fair
Value
 
 Secured loans$932,589
 $989,296
 $1,337,094
 $1,410,698
 Notes payable3,181,182
 3,231,275
 2,291,954
 2,302,048
 Unsecured Credit Facility and Term Loans1,599,917
 1,611,802
 2,209,841
 2,223,807
 Total debt obligations, net$5,713,688
 $5,832,373
 $5,838,889
 $5,936,553

June 30, 2022December 31, 2021
Carrying
Amounts
Fair
Value
Carrying
Amounts
Fair
Value
Notes payable$4,619,076 $4,290,470 $4,868,191 $5,166,291 
Unsecured Credit Facility529,404 542,775 296,327 300,629 
Total debt obligations, net$5,148,480 $4,833,245 $5,164,518 $5,466,920 
As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy is included in GAAP that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs that are classified within Level 3 of the hierarchy).


In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.


The valuation methodology used to estimateBased on the fair value ofabove criteria, the Company’s debt obligations is based on a discounted cash flow analysis, with assumptions that include credit spreads, estimated property values, loan amounts and debt maturities. The Company has determined that the valuations of its debt obligations are classified within Level 3 of the fair value hierarchy. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition.


Recurring Fair Value
The Company’s marketable securities and interest rate derivatives are measured and recognized at fair value on a recurring basis. The fair valuevaluations of the Company’s marketable securities are based primarily on publicly traded market values in active markets and are classified within LevelLevels 1 orand 2 of the fair value hierarchy. See Note 6 for fair value information regarding the Company'sCompany’s interest rate derivatives.



19


The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured and recognized at fair value on a recurring basis:
Fair Value Measurements as of June 30, 2022
BalanceQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
Assets:
Marketable securities(1)
$19,661 $1,178 $18,483 $— 
Interest rate derivatives$2,796 $— $2,796 $— 
Liabilities:
Interest rate derivatives$— $— $— $— 
Fair Value Measurements as of December 31, 2021
BalanceQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
Assets:
Marketable securities(1)
$20,224 $6,304 $13,920 $— 
Liabilities:
Interest rate derivatives$(12,585)$— $(12,585)$— 
 Fair Value Measurements as of September 30, 2017
 Balance 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
Assets:       
Marketable securities(1)
$28,840
 $986
 $27,854
 $
Interest rate derivatives$20,171
 $
 $20,171
 $
        
 Fair Value Measurements as of December 31, 2016
 Balance 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
Assets:       
Marketable securities(1)
$25,573
 $5,679
 $19,894
 $
Interest rate derivatives$21,605
 $
 $21,605
 $
(1)
As of September 30, 2017 and December 31, 2016 marketable securities included $0.1 million of net unrealized losses.

(1)As of June 30, 2022 and December 31, 2021, marketable securities included $0.5 million and $0.1 million of net unrealized losses, respectively. As of June 30, 2022, the contractual maturities of the Company’s marketable securities are within the next five years.



Non-Recurring Fair Value
On a non-recurring basis, the Company evaluatesManagement periodically assesses whether there are any indicators, including property operating performance, changes in anticipated hold period, and general market conditions, that the carrying value of its properties when eventsthe Company’s real estate assets (including any related intangible assets or changes in circumstances indicate that the carrying valueliabilities) may not be recoverable.impaired. Fair value is determined by purchase price offers from third-party buyers, market comparable data, third party appraisals, or by discounted cash flow analysis using the income approach. Theseanalyses. The cash flows utilized in such analyses are comprised of unobservable inputs whichthat include forecasted rental revenue and expenses based upon market conditions and future expectations. CapitalizationThe capitalization rates and discount rates utilized in these modelssuch analyses are based upon unobservable rates that we believethe Company believes to be within a reasonable range of current market rates for the respective properties. Based on these inputs, the Company has determined that the valuationvaluations of these properties isare classified within Level 3 of the fair value hierarchy.


The following table presentsDuring the placement in the fair value hierarchy of assetssix months ended June 30, 2022 and liabilities that are measured at fair value on a non-recurring basis. The table includes information related toyear ended December 31, 2021, no properties were remeasured to fair value as a result of impairment testing:testing that were not sold prior to June 30, 2022 and December 31, 2021, respectively.
9. Revenue Recognition
The Company engages in the ownership, management, leasing, acquisition, disposition, and redevelopment of retail shopping centers. Revenue is primarily generated through lease agreements and classified as Rental income on the Company’s unaudited Condensed Consolidated Statements of Operations. These agreements include retail shopping center unit leases; ground leases; ancillary leases or agreements, such as agreements with tenants for cellular towers, ATMs, and short-term or seasonal retail (e.g. Halloween or Christmas-related retail); and reciprocal easement agreements. The agreements range in term from less than one year to 25 or more years, with certain agreements containing renewal options. These renewal options range from as little as one month to five or more years. The Company’s retail shopping center leases generally require tenants to pay a portion of property operating expenses such as common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of the Company’s properties.

Additionally, certain leases may require variable lease payments associated with percentage rents, which are recognized upon the achievement of certain predetermined sales thresholds. The Company recognized $2.4 million and $1.5 million of income based on percentage rents for the three months ended June 30, 2022 and 2021,
20


 Fair Value Measurements as of September 30, 2017
 Balance 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
Assets:       
Properties(1)(2)
$69,652
 $
 $
 $69,652
        
 Fair Value Measurements as of December 31, 2016
 Balance 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
Assets:       
Properties(3)
$285
 $
 $
 $285
(1)
During the nine months ended September 30, 2017, the Company recognized $15.3 million of impairment based upon offers from third party buyers and $12.1 million of impairment based upon a discounted cash flow analysis. The discounted cash flow analysis included all estimated cash inflows and outflows over a specified holding period. These cash flows were comprised of unobservable inputs which include forecasted revenues and expenses based upon market conditions and future expectations. The capitalization rates (ranging from 7.0% to 8.5%) and discount rates (ranging from 7.9% to 9.5%) which were utilized in the analysis were based upon unobservable rates that the Company believes to be within a reasonable range of current market rates for each respective investment.
(2)
The carrying value of properties remeasured to fair value during the nine months ended September 30, 2017 include: (i) $7.8 million related to The Plaza at Salmon Run, (ii) $1.9 million related to Smith's, (iii) $46.9 million related to The Manchester Collection, (iv) $4.7 million related to Lexington Road Plaza, (v) $3.8 million related to Shops at Seneca Mall, (vi) $2.2 million related to Remount Village Shopping Center, and (vii) $2.4 million related to Fashion Square.
(3)
The carrying value of properties remeasured to fair value during the year ended December 31, 2016 include: (i) $0.1 million related to a parcel at Country Hills Shopping Center and (ii) $0.2 million related to Milford Center.

respectively. The Company recognized $5.9 million and $3.8 million of income based on percentage rents for the six months ended June 30, 2022 and 2021, respectively. These amounts are included in Rental income on the Company’s unaudited Condensed Consolidated Statements of Operations.

9.
10. Leases
The Company periodically enters into agreements in which it is the lessee, including ground leases for shopping centers that it operates and office leases for administrative space. The agreements range in term from less than one year to 50 or more years, with certain agreements containing renewal options for up to an additional 100 years. Upon lease execution, the Company recognizes an operating lease right-of-use (“ROU”) asset and an operating lease liability based on the present value of the minimum lease payments over the non-cancelable lease term. As of June 30, 2022, 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, including common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of the properties. These payments are not included in the calculation of the lease liability and are presented as variable lease costs. The following tables present additional information pertaining to the Company’s operating leases:
Three Months Ended June 30,Six Months Ended June 30,
Supplemental Statements of Operations Information2022202120222021
Operating lease costs$1,613 $1,428 $3,051 $3,046 
Short-term lease costs— — — 
Variable lease costs83 88 163 203 
Total lease costs$1,696 $1,516 $3,214 $3,250 
Six Months Ended June 30,
Supplemental Statements of Cash Flows Information20222021
Operating cash outflows from operating leases$3,072 $3,137 
ROU assets obtained in exchange for operating lease liabilities10,708 — 
ROU assets written off due to dispositions and lease modifications— (229)
Operating Lease LiabilitiesAs of
June 30, 2022
Future minimum operating lease payments:
2022 (remaining six months)$3,073 
20236,062 
20245,968 
20255,667 
20264,942 
Thereafter36,444 
Total future minimum operating lease payments62,156 
Less: imputed interest(19,895)
Operating lease liabilities$42,261 
Supplemental Balance Sheets InformationAs of
June 30, 2022
As of December 31, 2021
Operating lease liabilities(1)(2)
$42,261 $33,713 
ROU assets(1)(3)
37,893 29,325 
(1)As of June 30, 2022 and December 31, 2021, the weighted average remaining lease term was 16.1 years and 12.7 years, respectively, and the weighted average discount rate was 4.43% and 4.41%, 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, 2022, there were no material leases that have been executed but not yet commenced.



21



11. Equity and Capital
ATM Program
In 2015,January 2020, the Parent Company entered intoestablished an at-the-market equity offering program (“ATM”(the “ATM Program”) through which the Parent Company may sell, from time to time, up to an aggregate of $400.0 million of its common stock through sales agents. The ATM Program also provides that the Company may enter into forward contracts for shares of its common stock with forward sellers and forward purchasers. The ATM Program is scheduled to expire on January 9, 2023, unless earlier terminated or extended by the Company, sales agents, over a three-year period. Noforward sellers, and forward purchasers. During the six months ended June 30, 2022, the Company issued 1.9 million shares have been issuedof common stock under the ATM and as result $400.0Program at an average price per share of $25.55 for total gross proceeds of $48.1 million, excluding commissions. The Company incurred commissions of $0.6 million in conjunction with the ATM Program for the six months ended June 30, 2022. During the six months ended June 30, 2021, the Company did not issue any shares of common stock. As of June 30, 2022, $346.7 million of common stock remained available for issuance under the ATM asProgram.

Share Repurchase Program
In January 2020, the Company established a share repurchase program (the “Program”) for up to $400.0 million of Septemberits common stock. The Program is scheduled to expire on January 9, 2023, unless suspended or extended by the board of directors. During the six months ended June 30, 2017.2022 and 2021, the Company did not repurchase any shares of common stock. As of June 30, 2022, the Program had $375.0 million of available repurchase capacity.


Common Stock
In connection with the vesting of restricted stock units ("RSUs"(“RSUs”) under the Company'sCompany’s equity-based compensation plan, the Company withholds shares to satisfy statutory minimum tax withholding obligations. During the ninesix months ended SeptemberJune 30, 20172022 and 2016,2021, the Company withheld 0.10.4 million shares.and 0.3 million shares of its common stock, respectively.


Dividends and Distributions
During the three months ended SeptemberJune 30, 20172022 and 2016,2021, the Companyboard of directors declared common stock dividends and OP unitUnit distributions of $0.260$0.240 per share/unit and $0.245$0.215 per share/unit, respectively. During the six months ended June 30, 2022 and 2021, the board of directors declared common stock dividends and OP Unit distributions of $0.480 per share/unit and $0.430 per share/unit, respectively. As of SeptemberJune 30, 20172022 and December 31, 2016,2021, the Company had declared but unpaid common stock dividends and OP unitUnit distributions of $81.1


$74.9 million and $80.6$74.4 million, respectively. These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company'sCompany’s unaudited Condensed Consolidated Balance Sheets.


Non-controlling interests
During the nine months ended September 30, 2017, the Company exchanged 0.4 million shares of the Company's common stock for an equal number of outstanding OP Units held by certain members of the Parent Company's current and former management. As of September 30, 2017, the Parent Company beneficially owned, through its direct and indirect interest in BPG Sub and the General Partner, 100.0% of the outstanding OP Units.

Preferred Stock
During the nine months ended September 30, 2017, the Company redeemed all 125 shares of BPG Sub Series A Redeemable Preferred Stock for $10,000 per share.

10.12. Stock Based Compensation
DuringIn February 2022, the year ended December 31, 2013, the Boardboard of Directorsdirectors approved the 20132022 Omnibus Incentive Plan (the “Plan”). and the Company's stockholders approved the Plan in April 2022. The Plan provides for a maximum of 15.010.0 million shares of the Company’s common stock to be issued for qualified and non-qualified options, stock appreciation rights, restricted stock, and RSUs, OP Units, performance awards, and other stock-based awards. Prior to the approval of the Plan, awards were issued under the 2013 Omnibus Incentive Plan that the board of directors approved in 2013.















22


During the ninesix months ended SeptemberJune 30, 20172022 and the year ended December 31, 2016,2021, the Company granted RSUs to certain employees. The RSUs are divided into multiple tranches, with each tranchewhich are all subject to separate performance-based, market-based and service-based vesting conditions. Each award containsCertain tranches are also subject to performance-based or market-based criteria, which contain a threshold, target, above target, and maximum number of units in respect to each tranche.that can be earned. The number of units actually earned for each tranche is determined based on performance during a specified performance period, and the earned units are then further subject toperiod. Tranches that only have a service-based vesting conditions.component can only earn a target number of units. The aggregate number of RSUs granted, assuming that the achievement of target level of performance, is achieved, was 0.60.7 million and 0.81.0 million for the ninesix months ended SeptemberJune 30, 20172022 and the year ended December 31, 2016,2021, respectively, with vesting periods ranging from one to five years. For the performance-based and service-based RSUs granted, under the Plan, fair value is based on the CompanyCompany’s grant date stock price. For the market-based RSUs granted, during the nine months ended September 30, 2017 and year ended December 31, 2016, the Company calculated the grant date fair values per unit usingvalue is based on a Monte Carlo simulation based onmodel 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 NAREITNareit Equity Shopping Centers Index as well as the following significant assumptions: (i) volatility of 22.0% to 23.0% and 23.5% to 26.5%, respectively; (ii) a weighted average risk-free interest rate of 1.20% to 1.41% and 1.0%, respectively; and (iii) the Company’s weighted average common stock dividend yield of 4.0% to 4.6% and 3.8%, respectively.

AssumptionSix Months Ended June 30, 2022Year Ended,
December 31, 2021
Volatility27.0% - 51.0%50.0% - 64.0%
Weighted average risk-free interest rate1.08% - 1.39%0.11% - 0.18%
Weighted average common stock dividend yield3.8% - 4.6%4.1% - 5.8%
During the three months ended SeptemberJune 30, 20172022 and 2016,2021, the Company recognized $2.9$6.5 million and $3.5$4.5 million of equity compensation expense, respectively, of which $0.5 million and $0.3 million was capitalized, respectively. During the ninesix months ended SeptemberJune 30, 2017,2022 and 2021, the Company recognized $7.8$11.1 million of equity compensation expense. During the nine months ended September 30, 2016, the Company recognized $8.0and $7.3 million of equity compensation expense, respectively, of which included the reversal of $2.6$0.8 million of previously recognized expense as a result of forfeitures and the acceleration of $2.7$0.5 million of expense associated with the issuance of shares, both in connection with the separation of certain Company executives.was capitalized, respectively. These amounts are included in General and administrative expense inon the Company'sCompany’s unaudited Condensed Consolidated Statements of Operations. As of SeptemberJune 30, 2017,2022, the Company had $13.4$32.0 million of total unrecognized compensation expense related to unvested stock compensation, which is expected to be recognized over a weighted average period of approximately 2.22.3 years.

23



11.13.     Earnings per Share
Basic earnings per share (“EPS”) is calculated by dividing net income attributable to the Company’s common stockholders, including any participating securities, by the weighted average number of shares outstanding for the period. Certain restricted shares issued pursuant to the Company’s share-based compensation program are considered participating securities, as such sharesstockholders have rights to receive non-forfeitable dividends. Fully-diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into shares of common stock. Unvested RSUs are not allocated net losses and/or any excess of dividends declared over net income, as such amounts are allocated entirely to the Company’s common stockholders.stock.


The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three and ninesix months ended SeptemberJune 30, 20172022 and 2016:2021 (dollars in thousands, except per share data):
Three Months
Ended June 30,
Six Months
Ended June 30,
2022202120222021
Computation of Basic Earnings Per Share:
Net income$87,791 $90,428 $167,297 $142,799 
Non-forfeitable dividends on unvested restricted shares(273)(293)(496)(434)
Net income attributable to the Company’s common stockholders for basic earnings per share$87,518 $90,135 $166,801 $142,365 
Weighted average number shares outstanding – basic299,992 297,216 299,246 297,196 
Basic earnings per share attributable to the Company’s common stockholders:
Net income per share$0.29 $0.30 $0.56 $0.48 
Computation of Diluted Earnings Per Share:
Net income attributable to the Company’s common stockholders for diluted earnings per share$87,518 $90,135 $166,801 $142,365 
Weighted average shares outstanding – basic299,992 297,216 299,246 297,196 
Effect of dilutive securities:
Equity awards1,102 1,061 1,114 1,026 
Weighted average shares outstanding – diluted301,094 298,277 300,360 298,222 
Diluted earnings per share attributable to the Company’s common stockholders:
Net income per share$0.29 $0.30 $0.56 $0.48 

24
 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
Computation of Basic Earnings Per Share:       
 Net income$83,380
 $57,805
 $230,473
 $184,824
 Income attributable to non-controlling interests
 (313) (76) (2,399)
 Non-forfeitable dividends on unvested restricted shares(10) (9) (31) (26)
 Preferred stock dividends
 
 (39) 
 Net income attributable to the Company’s common stockholders for basic earnings per share$83,370
 $57,483
 $230,327
 $182,399
        
 Weighted average shares outstanding - basic304,936
 303,013
 304,810
 300,697
        
 Basic Earnings Per Share Attributable to the Company’s Common Stockholders:       
 Net income$0.27
 $0.19
 $0.76
 $0.61
        
Computation of Diluted Earnings Per Share:       
 Net income attributable to the Company’s common stockholders for basic earnings per share$83,370
 $57,483
 $230,327
 $182,399
 Allocation of net income to dilutive convertible non-controlling interests
 
 76
 
 Net income attributable to the Company’s common stockholders for diluted earnings per share$83,370
 $57,483
 $230,403
 $182,399
        
 Weighted average shares outstanding - basic304,936
 303,013
 304,810
 300,697
 Effect of dilutive securities:       
    Conversion of OP Units
 
 104
 
    Equity awards240
 508
 261
 449
 Weighted average shares outstanding - diluted305,176
 303,521
 305,175
 301,146
        
 Diluted Earnings Per Share Attributable to the Company’s Common Stockholders:       
 Net income 
$0.27
 $0.19
 $0.75
 $0.61





12.14. Earnings per Unit
Basic earnings per unit is calculated by dividing net income attributable to the Operating Partnership’s common units,unitholders, including any participating securities, by the weighted average number of partnership common units outstanding for the period. Certain restricted units issued pursuant to the Company’s share-based compensation program are considered participating securities, as such sharesunitholders have rights to receive non-forfeitable dividends. Fully-diluted earnings per unit reflects the potential dilution that could occur if securities or other contracts to issue common units were exercised or converted into shares of common units. Unvested RSUs are not allocated net losses and/or any excess of dividends declared over net income, as such amounts are allocated entirely to the Operating Partnership'sPartnership’s common units.


The following table provides a reconciliation of the numerator and denominator of the earnings per unit calculations for the three and ninesix months ended SeptemberJune 30, 20172022 and 2016:2021 (dollars in thousands, except per unit data):
Three Months Ended June 30,Six Months
Ended June 30,
2022202120222021
Computation of Basic Earnings Per Unit:
Net income$87,791 $90,428 $167,297 $142,799 
Non-forfeitable dividends on unvested restricted units(273)(293)(496)(434)
Net income attributable to the Operating Partnership’s common units for basic earnings per unit$87,518 $90,135 $166,801 $142,365 
Weighted average number common units outstanding – basic299,992 297,216 299,246 297,196 
Basic earnings per unit attributable to the Operating Partnership’s common units:
Net income per unit$0.29 $0.30 $0.56 $0.48 
Computation of Diluted Earnings Per Unit:
Net income attributable to the Operating Partnership’s common units for diluted earnings per unit$87,518 $90,135 $166,801 $142,365 
Weighted average common units outstanding – basic299,992 297,216 299,246 297,196 
Effect of dilutive securities:
Equity awards1,102 1,061 1,114 1,026 
Weighted average common units outstanding – diluted301,094 298,277 300,360 298,222 
Diluted earnings per unit attributable to the Operating Partnership’s common units:
Net income per unit$0.29 $0.30 $0.56 $0.48 

25
 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
Computation of Basic Earnings Per Unit:       
Net income attributable to Brixmor Operating Partnership LP$83,380
 $57,805
 $230,473
 $184,824
 Non-forfeitable dividends on unvested restricted units(10) (9) (31) (26)
 Net income attributable to the Operating Partnership’s common units for basic earnings per unit$83,370
 $57,796
 $230,442
 $184,798
        
 Weighted average common units outstanding - basic304,936
 304,659
 304,914
 304,577
        
 Basic Earnings Per Unit Attributable to the Operating Partnership’s Common Units:       
 Net Income$0.27
 $0.19
 $0.76
 $0.61
        
Computation of Diluted Earnings Per Unit:       
 Net income attributable to the Operating Partnership’s common units for diluted earnings per unit$83,370
 $57,796
 $230,442
 $184,798
        
 Weighted average common units outstanding - basic304,936
 304,659
 304,914
 304,577
 Effect of dilutive securities:       
    Equity awards240
 508
 261
 449
 Weighted average common units outstanding - diluted305,176
 305,167
 305,175
 305,026
        
 Diluted Earnings Per Unit Attributable to the Operating Partnership’s Common Units:       
 Net Income$0.27
 $0.19
 $0.76
 $0.61





13.15. Commitments and Contingencies
Legal Matters
Except as described below, theThe Company is not presently involved in any material litigation arising outside the ordinary course of business. However, the Company is involved in routine litigation arising in the ordinary course of business, none of which the Company believes, individually or in the aggregate, taking into account existing reserves, will have a material impact on the Company’s financial condition, operating results, of operations,or cash flows, or financial position.flows.

On February 8, 2016, the Company issued a press release and filed a Form 8-K reporting the completion of a review by the Audit Committee of the Company's Board of Directors that began after the Company received information in late December 2015 through its established compliance processes. The Audit Committee review led the Board of Directors to conclude that specific Company accounting and financial reporting personnel, in certain instances, were smoothing income items, both up and down, between reporting periods in an effort to achieve consistent quarterly same property net operating income growth.

As a result of the Audit Committee review and the conclusions reached by the Board of Directors, the Company’s Chief Executive Officer, its President and Chief Financial Officer, its Chief Accounting Officer and Treasurer, and an accounting employee all resigned. Following these resignations the Company appointed a new Interim Chief Executive Officer and President, Interim Chief Financial Officer and Interim Chief Accounting Officer. A new Chief Executive Officer and Chief Financial Officer were appointed effective May 20, 2016. A new Chief Accounting Officer was appointed effective March 8, 2017.

Prior to the Company’s February 8, 2016 announcement, the Company voluntarily reported these matters to the SEC.  As a result, the SEC and the United States Attorney's Office for the Southern District of New York are conducting investigations of certain aspects of the Company’s financial reporting and accounting for prior periods and the Company is cooperating fully.

The Company entered into a preliminary agreement in May 2017, which was finalized in July 2017, to settle the putative securities class action complaint filed in March 2016 by the Westchester Putnam Counties Heavy & Highway Laborers Local 60 Benefit Funds related to the previously disclosed review conducted by the Company’s Audit Committee for $28.0 million. The settlement amount is within the coverage amount of the Company’s applicable insurance policies. There can be no assurance that such settlement will be approved by the Court. Based on current information, the Company accrued $28.0 million as of September 30, 2017 with respect to the settlement agreement. This amount is included in Accounts payable, accrued expenses and other liabilities in the Company's unaudited Condensed Consolidated Balance Sheets. Because the settlement amount is within the coverage amount of the Company’s applicable insurance policies, the Company accrued a receivable of $28.0 million as of September 30, 2017. This amount is included in Accounts receivable, net in the Company's unaudited Condensed Consolidated Balance Sheets.

Leasing commitments
The Company periodically enters into ground leases for neighborhood and community shopping centers that it operates and enters into office leases for administrative space. During the three months ended September 30, 2017 and 2016, the Company recognized rent expense associated with these leases of $1.9 million. During the nine months ended September 30, 2017 and 2016, the Company recognized rent expense associated with these leases of $5.6 million and $6.5 million, respectively. Minimum annual rental commitments associated with these leases during the next five years and thereafter are as follows:
Year ending December 31,  
2017 (remaining three months) $1,828
2018 7,127
2019 7,046
2020 7,060
2021 7,251
Thereafter 79,084
Total minimum annual rental commitments $109,396





Environmental mattersMatters
Under various federal, state, and local laws, ordinances, and regulations, the Company may be considered an owner or operator of real property or may have arrangedbecome liable for the disposalcosts of removal or treatmentremediation of certain hazardous or toxic substances. As a result,substances released on or in the Company’s property or disposed of by the Company may be liable foror its tenants, as well as certain other potential costs including removal, remediation, governmentthat could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property.property). The Company does not believe that any resulting liability from such matters will have a material impact on the Company’s financial condition, operating results, of operations,or cash flows, or financial position.flows. During the three and six months ended June 30, 2022 and 2021, the Company did not incur any material governmental fines resulting from environmental matters.


14.16. Related-Party Transactions
In the ordinary course of conducting its business, the Company enters into agreements with its affiliates and an unconsolidated joint venture in relation to the leasing and management of its and/or its related parties’ real estate assets.

Pursuant to the employment agreement dated April 12, 2016 between the Company and James Taylor, the Company’s chief executive officer, the Company was contingently obligated to purchase Mr. Taylor’s former residence for an amount equal to the appraised value of the residence as of a date within 120 days of the execution of the employment agreement.  Based upon the contingency being triggered in May 2017, the Company purchased the residence on July 5, 2017 for the appraised value of $4.4 million. The Company intends to sell the residence. Based on an August 2017 appraisal, the value of the residence was $3.9 million.


As of SeptemberJune 30, 20172022 and December 31, 2016,2021, there were no material receivables from or payables to related parties. During the three and six months ended June 30, 2022 and 2021, the Company did not engage in any material related-party transactions.


15.17. Subsequent Events
In preparing the unaudited Condensed Consolidated Financial Statements, the Company has evaluated events and transactions occurring after SeptemberJune 30, 20172022 for recognition and/or disclosure purposes. Based on this evaluation, there were no subsequent events from SeptemberJune 30, 20172022 through the date the financial statements were issued.

26



Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and the accompanying notes thereto. Historical results and percentage relationships set forth in the unaudited Condensed Consolidated Statements of Operations and contained in the unaudited Condensed Consolidated Financial Statements and accompanying notes, including trends which might appear, should not be taken as indicative of future operations.


Executive Summary
Our Company
Brixmor Property Group Inc. and subsidiaries (collectively, “BPG”“BPG���) is an internally-managed real estate investment trust (“REIT”). Brixmor Operating Partnership LP and subsidiaries (collectively, the “Operating Partnership”) is the entity through which BPG conducts substantially all of its operations and owns substantially all of its assets. BPG owns 100% of the common stocklimited liability company interests of BPG Subsidiary Inc.LLC (“BPG Sub”), which, in turn, is the sole member of Brixmor OP GP LLC (the “General Partner”), the sole general partner of the Operating Partnership. Unless stated otherwise expressly stated or the context otherwise requires, “we,” “us,“our,” and “our” as used herein to refer to each of“us” mean BPG and the Operating Partnership, collectively. We believe we own and operate one of the largest open airpublicly-traded open-air retail portfolios by gross leasable area ("GLA"(“GLA”) in the United States (“U.S.”), comprised primarily of community and neighborhood shopping centers. As of SeptemberJune 30, 2017, we owned interests in 498 wholly owned2022, our portfolio was comprised of 379 shopping centers (the “Portfolio”) withtotaling approximately 8467 million square feet of GLA. In addition, we have one land parcel currently under development. Our high-quality national Portfolio is primarily located within established trade areas in the top 50 Metropolitan 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 June 30, 2022, our three largest tenants by annualized base rent (“ABR”) were The TJX Companies, Inc. (“TJX”), The Kroger Co. (“Kroger”), and Burlington Stores, Inc. (“Burlington”). BPG has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the United StatesU.S. federal income tax laws, commencing with our taxable year ended December 31, 2011, has maintained such requirements forthrough our taxable year ended December 31, 20162021, and expectsintends to satisfy such requirements for subsequent taxable years.


Our primary objective is to maximize total returns to BPG’sour stockholders through consistent, sustainable growth in cash flow. We seek to achieve this through proactive management of and accretive reinvestment in our existing Portfolio of high-quality open air shopping centers, and disciplined capital recycling program focused on maximizing asset value and achieving critical mass in attractive retail submarkets. Our key strategies to achieve growth in cash flowthis objective include capitalizing on below-market expiring leases, achieving occupancy increases,proactively managing our Portfolio to drive internal growth, pursuing value-enhancing reinvestment opportunities, and prudently executing on acquisition and disposition activity, while also maintaining a flexible capital structure positioned for growth. In addition, as we execute on our key strategies, we do so guided by a commitment to operate in a socially responsible manner that allows us to realize our purpose of owning and managing properties that are the centers of the communities we serve.


We believe the following set of competitive advantages positions us to achievesuccessfully execute on our key strategies:


Expansive Retailer Relationships - We believe that given the scale of our asset base and our nationwide footprint we have arepresent competitive advantageadvantages in supporting the growth objectives of the nation’s largest and most successful retailers. We believe that we are one of the largest landlordlandlords by GLA to TJX, Kroger, and TJX Companies,Burlington, as well as a key landlord to most major grocers and most major retail category leaders. We believe that our strong relationships with leading retailers afford us unique insight into their strategies and priority access to their expansion plans.


Fully-Integrated Operating Platform - We manage a fully-integrated operating platform, leveraging our national scope and demonstrating our commitment to operating with a strong regional and local presence. We provide our tenants with dedicated service through both our national accounts leasing team based in New York and our network of four regional offices in Atlanta, Chicago, Philadelphia, and San Diego, and Philadelphia, as well as 11our 13 leasing and property management satellite offices throughout the country. We believe that this strategystructure enables us to obtain critical national market intelligence, and to benefitwhile also benefiting from the regional and local expertise of our workforce.leasing and operations teams.


Experienced Management - Senior members of our management team are seasoned real estate operators with extensive public company leadership experience. Our management team has deep industry knowledge and extensive, well-established relationships with retailers, brokers, and vendors through many years of operational
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and transactional experience, as well as significant capital markets capabilities and expertise in executing value-enhancing reinvestment opportunities.



Other Factors That May Influence ourOur Future Results
We derive our revenuesrental income primarily from base rent and expense reimbursements duepaid by tenants to us from tenants under existing leases at each of our properties. Expense reimbursements primarily consist of payments made by tenants to us under contractual lease obligations for their proportional sharea portion of the property’sproperty operating expenses, including common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of theour properties.


The amount ofOur ability to maintain or increase rental income and expense reimbursements we receive is primarily dependent on our ability to maintain or increase rental rates, and on our ability to renew expiring leases, and/or lease available space. Factors that could affect our rental income include: (1) changes in national, regional or local economic climates; (2) local market conditions, including an oversupply of space in, or a reduction in demand for, properties similar to thoseIncreases in our Portfolio; (3) changes in market rental rates; (4) changes in the regional demographics surrounding our properties; (5) competition from other available properties and the attractiveness of properties in our Portfolio to our tenants; (6) the financial stability of tenants,property operating expenses, including the ability of tenants to pay rent and expense reimbursements; and (7) in the case of percentage rent, the sales volume of our tenants.

Our operating costs represent property-related costs, such as repairs and maintenance, landscaping, snow removal, utilities, property insurance costs, security, ground rent expense related to properties for which we are the lessee, utilities, insurance, real estate taxes, and various other property related costs. Increases in our operating costs, to the extent they are not reimbursed by tenants or offset by revenue increases mayin rental income, will adversely impact our overall performance. For a further discussion of these and other

See Forward-Looking Statements included elsewhere in this Quarterly Report on Form 10-Q for the factors that could impactaffect our future resultsrental income and/or property operating expenses.

Leasing Highlights
As of June 30, 2022, billed and performance, see Item 1A “Risk Factors” inleased occupancy were 89.0% and 92.5%, respectively, as compared to 88.1% and 91.1%, respectively, as of June 30, 2021.

The following table summarizes our annual report on Form 10-Kexecuted leasing activity for the fiscal yearthree months ended December 31, 2016.June 30, 2022 and 2021 (dollars in thousands, except for per square foot (“PSF”) amounts):

For the Three Months Ended June 30, 2022
LeasesGLANew ABR PSFTenant Improvements and Allowances PSFThird Party Leasing Commissions PSF
Rent Spread(1)
New, renewal and option leases443 2,885,438 $17.09 $4.59 $2.15 12.5 %
New and renewal leases387 1,962,044 18.79 6.75 3.16 14.6 %
New leases166 870,194 19.72 12.68 6.99 34.3 %
Renewal leases221 1,091,850 18.05 2.03 0.10 9.8 %
Option leases56 923,394 13.48 — — 8.6 %
For the Three Months Ended June 30, 2021
LeasesGLANew ABR PSFTenant Improvements and Allowances PSFThird Party Leasing Commissions PSF
Rent Spread(1)
New, renewal and option leases396 2,275,255 $16.45 $4.75 $2.06 10.0 %
New and renewal leases361 1,566,061 19.18 6.91 2.99 10.7 %
New leases163 700,175 19.48 14.44 6.45 19.8 %
Renewal leases198 865,886 18.94 0.81 0.20 7.3 %
Option leases35 709,194 10.41 — — 8.0 %
Portfolio(1)Based on comparable leases only, which consist of new leases signed on units that were occupied within the prior 12 months and Financial Highlightsrenewal 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.






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  Three Months Ended September 30, Nine Months Ended September 30,
  2017 2016 2017 2016
Occupancy       
 Billed89.6% 90.6% 89.6% 90.6%
 Leased91.6% 92.6% 91.6% 92.6%
Executed leases       
New leases       
 Leases executed158
 191
 472
 569
 GLA executed0.7 million
 0.8 million
 2.3 million
 2.6 million
Renewal leases       
 Leases executed235
 229
 721
 720
 GLA executed1.4 million
 1.2 million
 3.5 million
 3.3 million
Option leases       
 Leases executed93
 93
 240
 275
 GLA executed1.3 million
 1.5 million
 3.2 million
 4.8 million
Total       
 Leases executed486
 513
 1,433
 1,564
 GLA executed3.4 million
 3.5 million
 9.0 million
 10.7 million
New and renewal lease statistics       
New leases       
 Average ABR per square foot$16.89
 $15.53
 $15.92
 $15.40
 
Average ABR per square foot increase (1)
20.7% 26.2% 30.6% 28.4%
 Average tenant improvements per square foot$23.39
 $20.83
 $22.87
 $20.59
 Average leasing commissions per square foot$4.19
 $3.37
 $3.90
 $3.28
New and renewal leases       
 Average ABR per square foot$14.99
 $13.40
 $15.57
 $14.93
 
Average ABR per square foot increase (1)
12.7% 14.7% 15.2% 15.5%
 Average tenant improvements per square foot$11.76
 $8.72
 $11.33
 $9.26
 Average leasing commissions per square foot$1.52
 $1.38
 $1.62
 $1.48
(1)
Based on comparable leases only.

The following table summarizes our executed leasing activity for the six months ended June 30, 2022 and 2021 (dollars in thousands, except for PSF amounts):

For the Six Months Ended June 30, 2022
LeasesGLANew ABR PSFTenant Improvements and Allowances PSFThird Party Leasing Commissions PSF
Rent Spread(1)
New, renewal and option leases817 5,192,585 $16.40 $4.63 $2.08 12.8 %
New and renewal leases708 3,352,196 18.77 7.18 3.22 16.0 %
New leases315 1,650,148 18.73 12.58 6.44 35.0 %
Renewal leases393 1,702,048 18.80 1.94 0.10 10.6 %
Option leases109 1,840,389 12.10 — — 7.4 %
For the Six Months Ended June 30, 2021
LeasesGLANew ABR PSFTenant Improvements and Allowances PSFThird Party Leasing Commissions PSF
Rent Spread(1)
New, renewal and option leases788 4,405,303 $16.57 $4.68 $1.84 8.3 %
New and renewal leases716 2,975,631 18.99 6.92 2.72 8.9 %
New leases303 1,354,680 18.31 14.41 5.83 20.0 %
Renewal leases413 1,620,951 19.56 0.67 0.13 5.4 %
Option leases72 1,429,672 11.53 — — 6.8 %

(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 ninesix months ended SeptemberJune 30, 2017, 2022, we acquired seven shopping centers, one shopping center,outparcel, and one building, two outparcel buildingsland parcel and two outparcels paid less than $0.1 million related to previously acquired assets for an aggregate purchase price of $409.7 million, including transaction costs of $111.8 million.
and closing credits.


During the six months ended June 30, 2021, we acquired two shopping centers, one outparcel and two land parcels for an aggregate purchase price of $66.7 million, including transaction costs and closing credits.

Disposition Activity
During the ninesix months ended SeptemberJune 30, 2017,2022, we disposed of 14 wholly ownedten shopping centers and two outparcel buildingsfour partial shopping centers for aggregate net proceeds of $228.7$140.0 million, resulting in aaggregate gain of $54.9$44.8 million and aggregate impairment of $0.4$4.6 million. In addition, during the ninesix months ended SeptemberJune 30, 2017,2022, we resolved contingencies related to previously disposed assets, resulting in net gain of $0.1 million.

During the six months ended June 30, 2021, we disposed of our unconsolidated joint venture interestsix shopping centers and nine partial shopping centers for aggregate net proceeds of $12.4$99.7 million resulting in aaggregate gain of $4.6$38.3 million and aggregate impairment of $1.5 million. In addition, during the six months ended June 30, 2021, we received aggregate net proceeds of less than $0.1 million from previously disposed assets resulting in aggregate gain of less than $0.1 million.








29


Results of Operations
The results of operations discussion is combined for the Parent CompanyBPG 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 SeptemberJune 30, 20172022 to the Three Months Ended SeptemberJune 30, 20162021
Revenues (in thousands)
Three Months Ended June 30,
20222021$ Change
Revenues
Rental income$305,898 $286,933 $18,965 
Other revenues233 91 142 
Total revenues$306,131 $287,024 $19,107 
 Three Months Ended September 30,  
 2017 2016 $ Change
Revenues     
Rental income$246,578
 $247,859
 $(1,281)
Expense reimbursements66,489
 69,469
 (2,980)
Other revenues1,429
 1,249
 180
Total revenues$314,496
 $318,577
 $(4,081)


Rental income
The decreaseincrease in rental income for the three months ended SeptemberJune 30, 20172022 of $1.3$19.0 million, as compared to the corresponding period in 2016,2021, was primarilydue to a $15.3 million increase for assets owned for the full period and a $3.7 million increase due to net acquisition and disposition activity. The increase for assets owned for the full period was due to (i) a $2.1 million decrease in above and below market lease accretion, net of tenant inducements; and (ii) a $0.9 million decrease in straight-line rent; partially offset by (iii) a $1.1an $8.1 million increase in lease settlementbase rent; (ii) a $3.8 million increase in expense reimbursements; (iii) a $3.2 million increase associated with revenues deemed uncollectible; (iv) a $3.1 million increase in straight-line rental income, net; (v) a $1.3 million increase in ancillary and other rental income; and (iv)(vi) a $0.9 million increase in base rent.percentage rents; partially offset by (vii) a $3.1 million decrease in lease termination fees; and (viii) a $1.9 million decrease in accretion of below-market leases, net of amortization of above-market leases and tenant inducements. The $8.1 million increase in base rent increasefor assets owned for the full period was driven primarily bydue to contractual rent increases, as well as positive rent spreads of 12.2% during the nine months ended September 30, 2017 and 11.3% in 2016 for new and renewal leases and option exercises partially offset byof 12.8% during the six months ended June 30, 2022 and 10.1% during the year ended December 31, 2021, an increase in weighted average billed occupancy, and a decline in occupancy.

Expense reimbursements
The decrease in rent deferrals accounted for as lease modifications and rent abatements related to the current pandemic of the novel coronavirus (“COVID-19”). The $3.8 million increase in expense reimbursements was primarily attributable to an increase in reimbursable operating expenses. The increase associated with revenues deemed uncollectible was primarily attributable to the impact of COVID-19 reserves in 2021. The increase in straight-line rental income, net was primarily attributable to the impact of COVID-19 reversals in 2021.

Other revenues
Other revenues remained generally consistent for the three months ended SeptemberJune 30, 20172022 as compared to the corresponding period in 2021.

Operating Expenses (in thousands)
Three Months Ended June 30,
20222021$ Change
Operating expenses
Operating costs$34,497 $28,755 $5,742 
Real estate taxes42,304 42,257 47 
Depreciation and amortization85,137 81,212 3,925 
Impairment of real estate assets431 (424)
General and administrative29,702 26,461 3,241 
Total operating expenses$191,647 $179,116 $12,531 

Operating costs
The increase in operating costs for the three months ended June 30, 2022 of $3.0$5.7 million, as compared to the corresponding period in 2016,2021, was primarily due to a decrease in reimbursable real estate tax expenses.

Other revenues
The$5.4 million increase in other revenuesfor assets owned for the three months ended September 30, 2017 of $0.2 million, as compared to the correspondingfull period in 2016, was primarily due to an increase in percentage rent.









Operating Expenses (in thousands)
 Three Months Ended September 30,  
 2017 2016 $ Change
Operating expenses     
Operating costs$30,505
 $31,041
 $(536)
Real estate taxes45,076
 47,812
 (2,736)
Depreciation and amortization94,239
 98,337
 (4,098)
Provision for doubtful accounts1,216
 2,218
 (1,002)
Impairment of real estate assets11,065
 1,971
 9,094
General and administrative22,838
 21,787
 1,051
Total operating expenses$204,939
 $203,166
 $1,773

Operatingrepair and maintenance, utility, and insurance costs,
The decrease in addition to a $0.3 million increase in operating costs for the three months ended September 30, 2017 of $0.5 million, as compared to the corresponding period in 2016, was primarily due to a decrease in insurance expenses, partially offset by an increase in repairnet acquisition and maintenance costs.disposition activity.




30


Real estate taxes
The decreaseincrease in real estate taxes for the three months ended SeptemberJune 30, 20172022 of $2.7less than $0.1 million, as compared to the corresponding period in 2016,2021, was due to a $0.8 million increase in real estate taxes due to net acquisition and disposition activity, partially offset by a $0.8 million decrease for assets owned for the full period, primarily due to real estate tax refunds as a result of appeals during 2016.an increase in favorable adjustments related to prior year assessments.


Depreciation and amortization
The decreaseincrease in depreciation and amortization for the three months ended SeptemberJune 30, 20172022 of $4.1$3.9 million, as compared to the corresponding period in 2016,2021, was primarily due to a $5.3 million increase attributable to net acquisition and disposition activity and capital expenditures for assets owned for the continuedfull period, partially offset by a $1.4 million decrease in acquired in-place lease intangibles with remaining net book value.accelerated depreciation and amortization related to tenant move-outs.

Provision for doubtful accounts
The decrease in the provision for doubtful accounts for the three months ended September 30, 2017 of $1.0 million, as compared to the corresponding period in 2016, was primarily due to increased recoveries of previously reserved receivables.


Impairment of real estate assets
During the three months ended SeptemberJune 30, 2017,2022, aggregate impairment of $11.1 million was recognized on two shopping centers as a result of disposition activity and four operating properties as a result of a change in the estimated hold period of these properties in connection with our capital recycling program. During the three months ended September 30, 2016, aggregate impairment of $2.0less than $0.1 million was recognized on one shopping center, as a result of disposition activity andactivity. During the three months ended June 30, 2021, aggregate impairment of $0.4 million was recognized on one shopping center held for sale.operating property, which has subsequently been sold. 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 for the three months ended SeptemberJune 30, 20172022 of $1.1$3.2 million, as compared to the corresponding period in 2016,2021, was primarily due to increased non-routine legalan increase in net compensation costs and conference expenses.


During the three months ended SeptemberJune 30, 20172022 and 2016,2021, construction compensation costs of $1.8$4.3 million and $1.7$4.2 million, respectively, were capitalized to building and improvements and leasing compensationlegal costs of $3.5$0.9 million and $3.7$0.3 million, respectively and leasing commission costs of $2.1 million and $1.6 million, respectively, were capitalized to deferred charges and prepaid expenses, net.








Other Income and Expenses (in thousands)
Three Months Ended June 30,
20222021$ Change
Other income (expense)
Dividends and interest$35 $104 $(69)
Interest expense(47,886)(49,689)1,803 
Gain on sale of real estate assets22,988 32,603 (9,615)
Loss on extinguishment of debt, net(221)(32)(189)
Other(1,609)(466)(1,143)
Total other expense$(26,693)$(17,480)$(9,213)
 Three Months Ended September 30,  
 2017 2016 $ Change
Other income (expense)     
Dividends and interest$76
 $89
 $(13)
Interest expense(57,410) (57,855) 445
Gain on sale of real estate assets25,942
 2,450
 23,492
Gain (loss) on extinguishment of debt, net1,828
 (1,042) 2,870
Other(1,200) (1,370) 170
        Total other income (expense)$(30,764) $(57,728) $26,964


Dividends and interest
Dividends and interest remained generally consistent for the three months ended SeptemberJune 30, 20172022 as compared to the corresponding period in 2016.2021.


Interest expense
The decrease in interest expense for the three months ended SeptemberJune 30, 20172022 of $0.4$1.8 million, as compared to the corresponding period in 2016,2021, was primarily due to (i) the refinancing ofa lower weighted average interest rate and lower overall debt obligations at lower rates and (ii) a decrease in debt obligations, partially offset by (iii) a decrease in debt premium amortization, net of discounts.obligations.


Gain on the sale of real estate assets
During the three months ended SeptemberJune 30, 2017, six2022, four shopping centers thatand three partial shopping center were disposed for net proceeds of $104.1 million resultedresulting in aaggregate gain of $25.9$23.0 million. During the three months ended SeptemberJune 30, 2016, one of the2021, two shopping centers that wasand five partial shopping center were disposed forof resulting in aggregate gain of $32.6 million. In addition, during the
31


three months ended June 30, 2021, we received aggregate net proceeds of $5.6less than $0.1 million resultedfrom previously disposed assets resulting in aaggregate gain of $2.5less than $0.1 million.


Gain (loss)Loss on extinguishment of debt, net
During the three months ended SeptemberJune 30, 2017,2022, we repaid $300.0 million of an unsecured term loan underamended and restated our $2.75 billion senior unsecured credit facility agreements (the "Unsecured Credit Facility") and $97.0 million of secured loans,, resulting in a $1.8 million gain on extinguishment of debt, net. During the three months ended September 30, 2016, we repaid $681.0 million of secured loans, resulting in a $1.4 million gain on extinguishment of debt, net. In addition, we recognized a $2.5$0.2 million loss on extinguishment of debt in connection withdue to the executionacceleration of the Unsecured Credit Facility.unamortized debt issuance costs.


Other
The decreaseincrease in other expense net for the three months ended SeptemberJune 30, 2017 as compared to the corresponding period in 2016, was primarily due to a decrease in consulting expenses and a decrease in tenant litigation settlement expenses.

Equity in Income2022 of Unconsolidated Joint Venture (in thousands)
 Three Months Ended September 30,  
 2017 2016 $ Change
Equity in income of unconsolidated joint venture$31
 $122
 $(91)
Gain on disposition of unconsolidated joint venture interest$4,556
 $
 $4,556

Equity in income of unconsolidated joint venture
The decrease in equity in income of unconsolidated joint venture for the three months ended September 30, 2017 of less than $0.1$1.1 million, as compared to the corresponding period in 2016,2021, was primarily due to the disposition of our unconsolidated joint venture interest during the three months ended September 30, 2017.an increase in transaction costs.




Gain on disposition of unconsolidated joint venture interest
During the three months ended September 30, 2017, we disposed of our unconsolidated joint venture interest for net proceeds of $12.4 million resulting in a gain of $4.6 million.


Comparison of the NineSix Months Ended SeptemberJune 30, 20172022 to the NineSix Months Ended SeptemberJune 30, 20162021
Revenues (in thousands)
Six Months Ended June 30,
20222021$ Change
Revenues
Rental income604,260 563,394 $40,866 
Other revenues500 3,376 (2,876)
Total revenues$604,760 $566,770 $37,990 
 Nine Months Ended September 30,  
 2017 2016 $ Change
Revenues     
Rental income$749,976
 $744,580
 $5,396
Expense reimbursements206,718
 200,944
 5,774
Other revenues6,426
 6,214
 212
Total revenues$963,120
 $951,738
 $11,382


Rental income
The increase in rental income for the ninesix months ended SeptemberJune 30, 2017,2022 of $5.4$40.9 million, as compared to the corresponding period in 2016,2021, was primarilydue to a $35.8 million increase for assets owned for the full period and a $5.1 million increase due to net acquisition and disposition activity. The increase for assets owned for the full period was due to (i) a $10.5$15.6 million increase in base rent; and (ii) a $4.7$5.1 million increase in expense reimbursements; (iii) a $9.6 million increase associated with revenues deemed uncollectible; (iv) a $5.4 million increase in straight-line rent;rental income, net; (v) a $2.4 million increase in ancillary and other rental income; and (vi) a $2.2 million increase in percentage rents; partially offset by (iii)(vii) a $7.3 million decrease in above and below market lease accretion, net of tenant inducements; and (iv) a $2.1$3.2 million decrease in lease settlement income.termination fees; and (viii) a $1.3 million decrease in accretion of below-market leases, net of amortization of above-market leases and tenant inducements. The $15.6 million increase in base rent increasefor assets owned for the full period was driven primarily bydue to contractual rent increases, as well as positive rent spreads of 12.2% during the nine months ended September 30, 2017 and 11.3% in 2016 for new and renewal leases and option exercises partially offset byof 12.8% during the six months ended June 30, 2022 and 10.1% during the year ended December 31, 2021, an increase in weighted average billed occupancy, and a declinedecrease in occupancy.

Expense reimbursements
rent deferrals accounted for as lease modifications and rent abatements related to the current pandemic of the novel coronavirus (“COVID-19”). The $5.1 million increase in expense reimbursements was primarily attributable to an increase in reimbursable operating expenses. The increase associated with revenues deemed uncollectible was primarily attributable to the impact of COVID-19 reserves in 2021. The increase in straight-line rental income, net was primarily attributable to the impact of COVID-19 reversals in 2021.

Other revenues
The decrease in other revenues for the ninesix months ended SeptemberJune 30, 20172022 of $5.8$2.9 million, as compared to the corresponding period in 2016,2021, was primarily due to an increasea decrease in reimbursable real estate tax expenses and operating expenses.increment financing income.

Other revenues
Other revenues remained generally consistent for the nine months ended September 30, 2017 as compared to the corresponding period in 2016.


Operating Expenses (in thousands)
Six Months Ended June 30,
20222021$ Change
Operating expenses
Operating costs69,293 60,140 $9,153 
Real estate taxes83,944 85,145 (1,201)
Depreciation and amortization169,359 164,632 4,727 
Impairment of real estate assets4,597 1,898 2,699 
General and administrative57,702 51,106 6,596 
Total operating expenses$384,895 $362,921 $21,974 
32

 Nine Months Ended September 30,  
 2017 2016 $ Change
Operating expenses     
Operating costs$100,955
 $97,507
 $3,448
Real estate taxes135,607
 130,886
 4,721
Depreciation and amortization285,040
 294,634
 (9,594)
Provision for doubtful accounts4,023
 6,579
 (2,556)
Impairment of real estate assets27,383
 1,971
 25,412
General and administrative67,043
 69,709
 (2,666)
Total operating expenses$620,051
 $601,286
 $18,765


Operating costs
The increase in operating costs for the ninesix months ended SeptemberJune 30, 20172022 of $3.4$9.2 million, as compared to the corresponding period in 2016,2021, was due to an $8.6 million increase for assets owned for the full period primarily due to an increase in snow removal costs and repair and maintenance, costs.utility, and insurance costs, in addition to a $0.5 million increase in operating costs due to net acquisition and disposition activity.




Real estate taxes
The increasedecrease in real estate taxes for the ninesix months ended SeptemberJune 30, 20172022 of $1.2 million, as compared to the corresponding period in 2021, was due to a $2.3 million decrease for assets owned for the full period, primarily due to an increase in favorable adjustments related to prior year assessments and an increase in capitalized real estate taxes, partially offset by a $1.1 million increase in real estate taxes due to net acquisition and disposition activity.

Depreciation and amortization
The increase in depreciation and amortization for the six months ended June 30, 2022 of $4.7 million, as compared to the corresponding period in 2016,2021, was primarily due to increased tax ratesa $9.1 million increase attributable to net acquisition and assessments from several jurisdictions during 2017.

Depreciationdisposition activity and amortization
Thecapital expenditures for assets owned for the full period, partially offset by a $4.4 million decrease in accelerated depreciation and amortization for the nine months ended September 30, 2017 of $9.6 million, as comparedrelated to the corresponding period in 2016, was primarily due to the continued decrease in acquired in-place lease intangibles with remaining net book value.tenant move-outs.

Provision for doubtful accounts
The decrease in the provision for doubtful accounts for the nine months ended September 30, 2017 of $2.6 million, as compared to the corresponding period in 2016, was primarily due to increased recoveries of previously reserved receivables.


Impairment of real estate assets
During the ninesix months ended SeptemberJune 30, 2017,2022, aggregate impairment of $27.4$4.6 million was recognized on two shopping centers, as a result of disposition activity and seven operating properties as a result of a change in the estimated hold period of these properties in connection with our capital recycling program.activity. During the ninesix months ended SeptemberJune 30, 2016,2021, aggregate impairment of $2.0$1.9 million was recognized on one shopping center, as a result of disposition activity and one shopping center held for sale.operating property, which has subsequently been sold. Impairments recognized were due to changes in anticipated hold periods primarily in connection with our capital recycling program.


General and administrative
The decreaseincrease in general and administrative costs for the ninesix months ended SeptemberJune 30, 20172022 of $2.7$6.6 million, as compared to the corresponding period in 2016,2021, was primarily due to 2016an increase in net compensation costs and conference expenses, associated with the Audit Committee review and decreased severance expenses associated with the separation of former executives of the Company in 2016, partially offset by increaseda decrease in litigation and other non-routine legal expenses.


During the ninesix months ended SeptemberJune 30, 20172022 and 2016,2021, construction compensation costs of $5.8$8.5 million and $4.8$7.9 million, respectively, were capitalized to building and improvements and leasing compensationlegal costs of $10.6$2.5 million and $11.5$0.8 million, respectively and leasing commission costs of $3.9 million and $2.8 million, respectively, were capitalized to deferred charges and prepaid expenses, net.


Other Income and Expenses (in thousands)
Six Months Ended June 30,
20222021$ Change
Other income (expense)
Dividends and interest110 191 $(81)
Interest expense(95,208)(98,683)3,475 
Gain on sale of real estate assets44,899 38,367 6,532 
Loss on extinguishment of debt, net(221)(1,229)1,008 
Other(2,148)304 (2,452)
Total other expense$(52,568)$(61,050)$8,482 
 Nine Months Ended September 30,  
 2017 2016 $ Change
Other income (expense)     
Dividends and interest$234
 $481
 $(247)
Interest expense(170,584) (171,482) 898
Gain on sale of real estate assets54,920
 10,232
 44,688
Gain (loss) on extinguishment of debt, net488
 (949) 1,437
Other(2,591) (4,258) 1,667
        Total other income (expense)$(117,533) $(165,976) $48,443


Dividends and interest
The decrease in dividendDividends and interest remained generally consistent for the ninesix months ended SeptemberJune 30, 2017 of $0.2 million,2022 as compared to the corresponding period in 2016, was primarily due to interest income recognized in 2016 in connection with a tax refund.2021.


Interest expense
The decrease in interest expense for the ninesix months ended SeptemberJune 30, 20172022 of $0.9$3.5 million, as compared to the corresponding period in 2016,2021, was primarily due to (i) the refinancing ofa lower weighted average interest rate and lower overall debt obligations at lower rates and (ii) a decrease in debt obligations, partially offset by (iii) a decrease in debt premium amortization, net of discounts.obligations.

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Gain on the sale of real estate assets
During the ninesix months ended SeptemberJune 30, 2017, 122022, eight shopping centers and two outparcel buildings thatfour partial shopping centers were disposed forof resulting in aggregate gain of $44.8 million. In addition, during the six months ended June 30, 2022, we resolved contingencies related to previously disposed assets resulting in net gain of $0.1 million. During the six months ended June 30, 2021, five shopping centers and nine partial shopping center were disposed of resulting in aggregate gain of $38.3 million. In addition, during the six months ended June 30, 2021, we received aggregate net proceeds of $211.4less than $0.1 million resultedfrom previously disposed assets resulting in aaggregate gain of $54.9 million. During the nine months ended September 30, 2016, three of the shopping centers and one outparcel building that were disposed for net proceeds of $26.2 million resulted in a gain of $10.2less than $0.1 million.


Gain (loss)Loss on extinguishment of debt, net
During the ninesix months ended SeptemberJune 30, 2017,2022, we amended and restated our Unsecured Credit Facility, resulting in a $0.2 million loss on extinguishment of debt due to the acceleration of unamortized debt issuance costs. During the six months ended June 30, 2021, we repaid $380.3 million of secured loans and $790.0$350.0 million of an unsecured term loan under our Unsecured Credit Facility, resulting in a $0.5 million gain on extinguishment of debt, net. During the nine months ended September 30, 2016, we repaid $849.5 million of secured loans, resulting in a $1.5 million gain on extinguishment of debt. In addition, we recognized a $2.5$1.2 million loss on extinguishment of debt in connection withdue to the executionacceleration of the Unsecured Credit Facility.unamortized debt issuance costs.


Other
The decreaseincrease in other expense net for the ninesix months ended SeptemberJune 30, 20172022 of $1.7$2.5 million, as compared to the corresponding period in 2016,2021, was primarily due to a decreasefavorable tax adjustments and legal settlements in consulting expensesthe prior year and a decrease in tenant litigation settlement expenses.

Equity in Income of Unconsolidated Joint Venture (in thousands)
 Nine Months Ended September 30,  
 2017 2016 $ Change
Equity in income of unconsolidated joint venture$381
 $348
 $33
Gain on disposition of unconsolidated joint venture interest$4,556
 $
 $4,556

Equity in income of unconsolidated joint venture
Thean increase in equity in income of unconsolidated joint venture for the nine months ended September 30, 2017 of less than $0.1 million, as compared to the corresponding period in 2016, was primarily due to lower interest expense as a result of the 2016 payoff of a secured loan on our joint venture property and the disposition of our unconsolidated joint venture interest during the nine months ended September 30, 2017.transaction costs.

Gain on disposition of unconsolidated joint venture interest
During the nine months ended September 30, 2017, we disposed of our unconsolidated joint venture interest for net proceeds of $12.4 million resulting in a gain of $4.6 million.


Liquidity and Capital Resources
We anticipate that our cash flows from the sources listed below will provide adequate capital for the next 12 months and beyond for all anticipated uses, including all scheduled principal and interest payments on our outstanding indebtedness,debt, current and anticipated tenant and other capital improvements, stockholder distributions to maintain BPG'sour qualification as a REIT, and other capital obligations associated with conducting our business.


Our primary expected sources and uses of capital are as follows:
Sources
cash and cash equivalent and restricted cash balances;
operating cash flow;
dispositions;
available borrowings under our existingthe Unsecured Credit Facility;
dispositions;
issuance of long-term debt; and
issuance of equity securities.


Uses
recurring debt repayments;
maintenance capital expenditures;


leasing related capital expenditures;
anchor space repositioning, redevelopment and development expenditures;
debt maturities and repayment requirements;
dividend/distribution payments;
value-enhancing reinvestment capital expenditures;
acquisitions; and
acquisitions.repurchases of equity securities.


We believe our current capital structure provides us with the financial flexibility and capacity to fund our current capital needs as well as future growth opportunities. We have a $1.25 billion revolving credit facility (the "Revolving Facility"), under which we had $1.25 billion of undrawn capacity as of September 30, 2017. In addition, we believe we have access to multiple forms of capital, including secured property level debt, unsecured corporate level debt, preferred equity, and common equity, including throughwhich will allow us to efficiently execute on our at-the-market equity offering program.strategic and operational objectives. We currently have investment grade credit ratings from all three major credit rating agencies. As of June 30, 2022, we had $1.24 billion of available liquidity, including $1.2 billion under our Unsecured Credit Facility and $28.8 million of cash and cash equivalents and restricted cash.
34


We intend to continue to enhance our financial and operatingoperational flexibility through laddering and extendingthe additional extension of the duration of our debt, and further expanding our unencumbered asset base.debt.


In March 2017,Material Cash Requirements
Our expected material cash requirements for the Operating Partnership issued $400.0 million aggregate principal amount of 3.90% Senior Notes due 2027 (the “2027 Notes”), the proceeds of which were utilized to repay outstanding indebtedness, including borrowings under the Unsecured Credit Facility and for general corporate purposes.  The 2027 Notes bear interest at a rate of 3.90% per annum, payable semi-annually on September 15 and March 15 of each year, commencing September 15, 2017. The 2027 Notes will mature on March 15, 2027.

In June 2017, the Operating Partnership issued $500.0 million aggregate principal amount of 3.65% Senior Notes due 2024 (the “2024 Notes”), the proceeds of which were utilized to repay outstanding indebtedness, including borrowings under the Unsecured Credit Facility and for general corporate purposes.  The 2024 Notes bear interest at a rate of 3.65% per annum, payable semi-annually on June 15 and December 15 of each year, commencing December 15, 2017. The 2024 Notes will mature on June 15, 2024.

In July 2017, the Operating Partnership entered into a $300.0 million variable rate unsecured term loan facility (the "$300 Million Term Loan"). The term loan facility has a seven-year term maturing on July 26, 2024, with no available extension options, and will bear interest at a rate of LIBOR plus 190 basis points (based on the Operating Partnership’s current credit ratings). Proceeds from the $300 Million Term Loan were used to prepay $300.0 million of an unsecured term loan under the Company’s Unsecured Credit Facility maturing July 31, 2018.

During the ninetwelve months ended SeptemberJune 30, 2017, the Company repaid $790.0 million2023 and thereafter are comprised of an unsecured term loan(i) contractually obligated expenditures; (ii) other essential expenditures; and (iii) opportunistic expenditures.

Contractually Obligated Expenditures
The following table summarizes our debt maturities (excluding extension options), interest payment obligations, and obligations under our Unsecured Credit Facility and $380.3 millionnon-cancelable operating leases (excluding renewal options), as of secured loans, resultingJune 30, 2022 (dollars in a $0.5 million net gain on extinguishment of debt. These repayments were funded primarily with proceeds frommillions):
Contractually Obligated ExpendituresTwelve
Months Ended
June 30, 2023
Thereafter
Debt maturities (1)
$— $5,158.5 
Interest payments (1)(2)
187.6 846.2 
Operating leases4.6 57.6 
Total$192.2 $6,062.3 

(1)    Amounts presented do not assume the issuance of new debt upon maturity of existing debt.
(2)    Scheduled interest payments included in these amounts for variable rate loans are presented using rates (including the 2027 Notes, 2024 Notesimpact of interest rate swaps), as of June 30, 2022. See Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2021 for a further discussion of these and other factors that could impact interest payments.

Other Essential Expenditures
We incur certain essential expenditures in the ordinary course of business, such as common area expenses, utilities, insurance, real estate taxes, capital expenditures related to the maintenance of our properties, leasing capital expenditures, and corporate level expenses. The amount of common area expenses, utilities, and capital expenditures related to the maintenance of our properties that we incur depends on changes in the scope of services that we provide, changes in prevailing market rates, and changes in the size and composition of our Portfolio. We carry comprehensive insurance to protect our Portfolio against various losses. The amount of insurance expense that we incur depends on the assessed value of our Portfolio, prevailing market rates, changes in risk, and the $300 Million Term Loan.

size and composition of our Portfolio. We incur real estate taxes in the various jurisdictions in which we operate. The amount of real estate taxes that we incur depends on the assessed values of our properties, changes in tax rates assessed by various jurisdictions, and changes in the size and composition of our Portfolio. Leasing capital expenditures represent tenant specific costs incurred to lease space, including tenant improvements, tenant allowances, and external leasing commissions. The amount of leasing capital expenditures that we incur depends on the volume and nature of leasing activity. Leases typically provide for the reimbursement of property operating expenses such as common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of our properties. However, these costs generally do not decrease if revenue or occupancy decrease, and certain costs we incur are generally not reimbursed.
In connection with our intentionorder to continue to qualify as a REIT for federal income tax purposes, we expectmust meet several organizational and operational requirements, including a requirement that we annually distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains. We intend to continue paying regular dividends to satisfy these requirements and maintain our stockholders.REIT status. Our Boardboard of Directorsdirectors will continue to evaluate the dividend policy on a quarterly basis, evaluating sourcestaking into account a variety of relevant factors, including REIT taxable income. The following table summarizes our dividend activity for the second and usesthird quarters of 2022:
Second
Quarter 2022
Third
Quarter 2022
Dividend declared per common share$0.240 $0.240 
Dividend declaration dateApril 27, 2022July 27, 2022
Dividend record dateJuly 5, 2022October 4, 2022
Dividend payable dateJuly 15, 2022October 17, 2022

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

The amount of value-enhancing reinvestment capital and operating fundamentals.  We generally intendexpenditures that we may incur in future periods is contingent on a variety of factors that may change from period to maintain a conservative dividend payout ratio, reservingperiod, such amounts as the Boardnumber, total expected cost, and nature of Directors considers necessaryvalue-enhancing reinvestment projects that we execute. See “Improvements to and investments in real estate assets” below for further information regarding our in-process reinvestment projects and pipeline of future redevelopment projects.

The amount of future acquisition activity depends on the availability of opportunities that further concentrate our Portfolio in attractive retail submarkets and optimize the quality and long-term growth rate of our asset base. Our acquisition strategy focuses on buying assets with strong growth potential that are located in our Portfolio, debt reduction,existing markets and will allow us to leverage our operational platform and expertise to create value. Our acquisition activity may include acquisitions of newopen-air shopping centers, non-owned anchor spaces, and retail buildings and/or outparcels at, or adjacent to, our shopping centers. We may also dispose of properties other investments as suitable opportunities arise, and such other factors as the Board of Directors considers appropriate. Cash dividends paidwhen we believe value has been maximized, where there is downside risk, or where we have limited ability or desire to common stockholders and OP Unit holders for the nine months ended September 30, 2017 and 2016 were $238.2 million and $224.1 million, respectively.  Our Board of Directors declaredbuild critical mass in a quarterly cash dividend of $0.26 per common share in July 2017 for the third quarter of 2017. The dividend was paid on October 16, 2017 to shareholders of record on October 5, 2017. Our Board of Directors declared a quarterly cash dividend of $0.275 per common share in October 2017 for the fourth quarter of 2017. The dividend is payable on January 16, 2018 to shareholders of record on January 4, 2018.particular submarket.








Our cash flow activities are summarized as follows (dollars in thousands):
Brixmor Property Group Inc.
Six Months Ended June 30,
20222021$ Change
Net cash provided by operating activities$274,116 $274,862 $(746)
Net cash used in investing activities(416,577)(101,036)(315,541)
Net cash used in financing activities(126,526)(138,527)12,001 
Net change in cash, cash equivalents and restricted cash(268,987)35,299 (304,286)
Cash, cash equivalents and restricted cash at beginning of period297,743 370,087 (72,344)
Cash, cash equivalents and restricted cash at end of period$28,756 $405,386 $(376,630)
  Nine Months Ended September 30,
  2017 2016
Cash flows provided by operating activities $421,113
 $421,191
Cash flows used in investing activities $(14,135) $(115,083)
Cash flows used in financing activities $(367,829) $(340,293)


Brixmor Operating Partnership LP
Six Months Ended June 30,
20222021$ Change
Net cash provided by operating activities$274,116 $274,862 $(746)
Net cash used in investing activities(416,577)(101,036)(315,541)
Net cash used in financing activities(111,557)(138,527)26,970 
Net change in cash, cash equivalents and restricted cash(254,018)35,299 (289,317)
Cash, cash equivalents and restricted cash at beginning of period282,585 360,073 (77,488)
Cash, cash equivalents and restricted cash at end of period$28,567 $395,372 $(366,805)
  Nine Months Ended September 30,
  2017 2016
Cash flows provided by operating activities $421,113
 $421,191
Cash flows used in investing activities $(14,132) $(115,074)
Cash flows used in financing activities $(367,828) $(340,316)

Cash, cash equivalents and restricted cash for BPG and the Operating Partnership were $142.0 million and $76.8 million as of September 30, 2017 and 2016, respectively.


Operating Activities
Net cash flow 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,expenses, general and administrative expenses, and interest expense.


During the ninesix months ended SeptemberJune 30, 2017,2022, our net cash flow provided by operating activities decreased $0.1$0.7 million as compared to the corresponding period in 2016.2021. The decrease iswas primarily due to (i) a decrease from net working capital; (ii) an increase in working capitalcash outflows for general and (ii)administrative expense; (iii) a decrease in lease settlement income, partially offset by (iii) an increasetermination fees; and (iv) a decrease in net operating income (iv)due to acquisition and disposition activity; partially offset by (v) an increase in same property net operating income; and (vi) a decrease in cash outflows for interest expense, and (v) a decrease in cash outflows for general and administrative expense due to decreased severance expense associated with the separation of former executives of the Company in 2016.expense.





36


Investing Activities
Net cash flow used in investing activities is primarily impacted by the nature, timing, and extentmagnitude of acquisition and disposition activity and improvements to and investments in our shopping centers, including capital expenditures associated with leasing and redevelopment efforts, and our acquisition and disposition programs. Capital used to fund these activities can vary significantly from period to period based on the volume and timing of these activities.value-enhancing reinvestment efforts.


During the ninesix months ended SeptemberJune 30, 2017,2022, our net cash flow used in investing activities decreased $100.9increased $315.5 million as compared to the corresponding period in 2016.2021. The decreaseincrease was primarily due to (i) an increase of $197.6 million in proceeds from sales of real estate assets, and (ii) an increase of $12.4 million in proceeds from the sale of our unconsolidated joint venture interest, partially offset by (iii) an increase of $105.1$342.9 million in acquisitions of real estate assets, and (iv)assets; (ii) an increase of $4.2$11.7 million in improvements to and investments in real estate assets; and (iii) an increase of $1.1 million in purchases of marketable securities, net of proceeds from sales; partially offset by (iv) an increase of $40.2 million in net proceeds from sales of real estate assets.


Improvements to and investments in real estate assets
During the ninesix months ended SeptemberJune 30, 20172022 and 2016,2021, we expended $140.0$147.0 million and $135.9$135.3 million, respectively, on improvements to and investments in real estate assets,assets. Included in these amounts are insurance proceeds of $2.2 million and $2.8 million, respectively, which included recurringwere received during the six months ended June 30, 2022 and leasing-related capital expenditures, as well as costs related to anchor space repositioning, redevelopment, outparcel development and new development projects.2021.


RecurringMaintenance capital expenditures represent costs to fund major replacements and betterments to our properties. Recurring capital expenditures per square foot for the nine months ended September 30, 2017 and 2016, were $0.21 and $0.12, respectively.



Leasing related capital expenditures represent tenant specific costs incurred to lease space, including tenant improvements, tenant allowances, and tenant allowances.external leasing commissions. In addition, we evaluate our Portfolio on an ongoing basis to identify value-enhancing anchor space repositioning, redevelopment and developmentreinvestment opportunities. 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 SeptemberJune 30, 2017,2022, we had 55 in-process anchor space repositioning, redevelopment, and outparcel development projects arewith an aggregate anticipated cost of $398.2 million, of which $215.3 million had been incurred as follows (dollars in thousands):of June 30, 2022. In addition, we have identified a pipeline of future redevelopment projects aggregating approximately $900.0 million of potential capital investment, which we expect to execute over the next several years. We expect to fund these projects with cash and cash equivalents, net cash provided by operating activities, proceeds from sales of real estate assets, and/or proceeds from capital markets transactions.
 As of September 30, 2017
 Total Projects Anticipated Cost Cost Incurred
Anchor space repositioning21
 $44,200
 $17,035
Redevelopment14
 187,700
 79,663
Outparcel development7
 13,724
 3,263
New development1
 37,800
 19,241
Total43
 $283,424
 $119,202


Acquisitions of and proceeds from sales of real estate assets
We continue to evaluate the market for available propertiesacquisition opportunities and we may acquire shopping centers when we believe strategic opportunities exist, particularly where we can enhancefurther concentrate our concentrationPortfolio in attractive retail submarkets and optimize the quality and long-term growth rate of our asset base. During the ninesix months ended SeptemberJune 30, 2017, 2022, we acquired seven shopping centers, one shopping center,outparcel, and one building, two outparcel buildingsland parcel and two outparcels paid less than $0.1 million related to previously disposed assets for an aggregate purchase price of $409.7 million, including transaction costs and closing credits. During the six months ended June 30, 2021, we acquired two shopping centers, one outparcel and two land parcels for an aggregate purchase price of $111.8 million. $66.7 million, including transaction costs and closing credits.


We may also dispose of properties when we feel growthbelieve value has been maximized, where there is downside risk, or the assets are no longerwhere we have limited ability or desire to build critical mass in a strategic fit for our Portfolio. particular submarket.During the ninesix months ended SeptemberJune 30, 2017,2022, the Company disposed of ten shopping centers and four partial shopping centers for aggregate net proceeds of $140.0 million. During the six months ended June 30, 2021, we disposed of 14 wholly ownedsix shopping centers and two outparcel buildingsnine partial shopping centers for aggregate net proceeds of $228.7 million.$99.7 million. In addition, duringduring the ninesix months ended SeptemberJune 30, 2017, 2021, we disposed of our sole unconsolidated joint venture interest forreceived aggregate net proceeds of $12.4less than $0.1 million.


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


During the ninesix months ended SeptemberJune 30, 2017, the Company’s2022, our net cash used in financing activities increased $27.5decreased $12.0 million as compared to the corresponding period in 2016.2021. The increasedecrease was primarily due to (i) a $19.2$47.4 million increase in issuances of common stock; partially offset by (ii) a $16.1 million increase in distributions to our common stockholders; (iii) a $9.4 million increase in debt repayments, net of borrowingsborrowings; (iv) a $5.1 million increase in
37


repurchases of common shares in conjunction with the equity award plans; and (v) a net$4.8 million increase of $14.9 million in distributions to common stock holders, partners and non-controlling interests, partially offset by decrease of $6.5 million in deferred financing and debt extinguishment costs.


Contractual Obligations
Our contractual obligations relate to our debt, including secured loans, unsecured notes payable and unsecured credit facilities with maturities ranging from one year to 13 years, in addition to non-cancelable operating leases pertaining to shopping centers where we are the lessee and to our corporate offices.










The following table summarizes our debt maturities (excluding extension options, debt premiums and discounts and deferred financing costs), interest payment obligations and obligations under non-cancelable operating leases as of September 30, 2017.
Contractual Obligations Payment due by period
(in thousands) 2017 (Remaining three months) 2018 2019 2020 2021 Thereafter 
Total 
Debt (1)
 $13,165
 $227,892
 $618,437
 $673,217
 $686,225
 $3,525,453
 $5,744,389
Interest payments (2)
 46,275
 215,888
 201,428
 186,958
 139,887
 421,233
 1,211,669
Operating leases 1,828
 7,127
 7,046
 7,060
 7,251
 79,084
 109,396
Total $61,268
 $450,907
 $826,911
 $867,235
 $833,363
 $4,025,770
 $7,065,454
               
(1)
Debt includes scheduled principal amortization and scheduled maturities for secured loans, unsecured notes payable and unsecured credit facilities.
(2)
As of September 30, 2017, we incur variable rate interest on a (i) $210.0 million term loan under our Unsecured Credit Facility; (ii) a $500.0 million term loan under our Unsecured Credit Facility; (iii) a $600.0 million term loan under our $600 Million Term Loan, and (iv) a $300 million term loan under our $300 Million Term Loan. Interest payments for these variable rate loans are presented using rates as of September 30, 2017. For a further discussion of these and other factors that could impact interest payments please see Item 7A. “Quantitative and Qualitative Disclosures.” in our annual report on Form 10-K for the fiscal year ended December 31, 2016.
Funds From Operations
NAREIT FFO is a supplemental non-GAAP performance measure utilized to evaluate the operational performance of real estate companies. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (loss) in accordance with GAAP excluding (i) gain (loss) on disposition of operating properties, and (ii) extraordinary items, plus (iii) depreciation and amortization of operating properties, (iv) impairment of operating properties and real estate equity investments, and (v) after adjustments for joint ventures calculated to reflect funds from operations on the same basis.

Non-GAAP Performance Measures
We present NAREIT FFO as we consider it an important supplemental measure of our operational and financial performance. We believe NAREIT FFO assists investors in analyzing our comparative operational and financialthe non-GAAP performance because, by excluding gains and losses related to dispositions of previously depreciated operating properties, real estate-related depreciation and amortization of continuing operations, impairment of operating properties and real estate equity investments, extraordinary items, and after adjustments for joint ventures calculated to reflect FFO on the same basis, investors can compare the operational performance of a company’s real estate between periods.

NAREIT FFOmeasures set forth below. These measures should not be considered as an alternativealternatives to, or more meaningful than, net income (determined(calculated in accordance with GAAP) or other GAAP financial measures, as an indicator of financial performance and isare not an alternativealternatives to, or more meaningful than, cash flow from operating activities (determined(calculated in accordance with GAAP) as a measure of liquidity.

Non-GAAP performance measures have limitations as they do not include all items of income and expense that affect operations, and accordingly, should always be considered as supplemental financial results to those presentedcalculated in accordance with GAAP. ComputationOur computation of NAREIT FFOthese non-GAAP performance measures may differ in certain respects from the methodology utilized by other REITs and, therefore, may not be comparable to similarly titled measures presented by such other REITs. Investors are cautioned that items excluded from NAREIT FFOthese non-GAAP performance measures are relevant to understanding and addressing financial performance.



Funds From Operations

Nareit FFO (defined hereafter) is a supplemental, non-GAAP performance measure utilized to evaluate the operating and financial performance of real estate companies. Nareit defines funds from operations (“FFO”) as net income (loss), calculated in accordance with GAAP, excluding (i) depreciation and amortization related to real estate, (ii) gains and losses from the sale of certain real estate assets, (iii) gains and losses from change in control, (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and (v) after adjustments for unconsolidated joint ventures calculated to reflect FFO on the same basis.



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 Brixmor Property Group Inc.’s net income to NAREITNareit FFO for the three and ninesix months ended SeptemberJune 30, 20172022 and 20162021 is as follows (in thousands, except per share amounts):
 Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Net income$87,791 $90,428 $167,297 $142,799 
Depreciation and amortization related to real estate84,089 80,368 167,279 162,823 
Gain on sale of real estate assets(22,988)(32,603)(44,899)(38,367)
Impairment of real estate assets431 4,597 1,898 
Nareit FFO$148,899 $138,624 $294,274 $269,153 
Nareit FFO per diluted share$0.49 $0.46 $0.98 $0.90 
Weighted average diluted shares outstanding301,094 298,277 300,360 298,222 
 Three Months Ended
September 30,
 Nine Months Ended
September 30,
 2017 2016 2017 2016
Net income$83,380
 $57,805
 $230,473
 $184,824
Gain on disposition of operating properties(25,942) (2,450) (54,920) (10,232)
Gain on disposition of unconsolidated joint venture interest(4,556) 
 (4,556) 
Depreciation and amortization-real estate related-continuing operations93,299
 97,570
 282,240
 292,295
Depreciation and amortization-real estate related-unconsolidated joint venture
 23
 56
 68
Impairment of operating properties11,065
 1,971
 27,383
 1,971
NAREIT FFO157,246
 154,919
 480,676
 468,926
NAREIT FFO per share/OP Unit - diluted$0.52
 $0.51
 $1.58
 $1.54
Weighted average shares/OP Units outstanding - basic and diluted (1)
305,176
 305,167
 305,175
 305,026

(1)
Basic and diluted shares/OP Units outstanding reflects an assumed conversion of vested OP Units to common stock of the Company and the vesting of certain equity awards.


Same Property Net Operating Income
Same Property Net Operating Income ("NOI"property net operating income (“NOI”) is a supplemental, non-GAAP performance measure utilized to evaluate the operating performance of real estate companies. Same property NOI is calculated (using properties owned for the entirety of both periods and excluding properties under development),development and completed new development properties that have been stabilized for less than one year) as total property revenues (base rent, expense reimbursements, adjustments for revenues deemed uncollectible, ancillary and other expense reimbursements,rental income, percentage rents, and percentage rents)other revenues) less direct property operating expenses (operating costs and real estate taxes and provision for doubtful accounts)taxes). Same property NOI excludes (i) corporate level expenses (including general and administrative), (ii) lease termination fees, (iii) straight-line rental income, net, (iv) accretion of below-market leases, net of amortization of above-market leases and tenant inducements, (v) straight-line ground rent expense, net, and (vi) income or expense associated with our captive insurance company.

38


Considering the nature of our business as a real estate owner and operator, we believe that same property NOI is useful to investors in measuring the operating performance of our portfolio because the definition excludes various items included in net income that do not relate to, or are not indicative of, the operating performance of our properties, such as depreciation and amortization, corporate level expenses (including management, transaction,general and other fees)administrative), lease termination fees, straight-line rental income, net, accretion of below-market leases, net of amortization of above- and below-market rentabove-market leases and tenant inducements, and straight-line ground rent expense, and income / expense associated with the Company's captive insurance company.

Same Propertynet. We believe that same property NOI is also useful to investors because it further eliminates disparities in NOI due to the acquisition or disposition of properties or the stabilization of completed new development properties during the periodperiods presented and therefore provides a more consistent metric for comparing the operating performance. Management uses same property NOI to review operating results for comparative purposes with respect to previous periods and also to evaluate future prospects.performance of our portfolio between periods.

Same Property NOI should not be considered an alternative to or more meaningful than net income (determined in accordance with GAAP) or other GAAP financial measures as an indicator of financial performance and is not an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of liquidity.

Non-GAAP performance measures have limitations as they do not include all items of income and expense that affect operations and, accordingly, should always be considered as supplemental financial results to those presented in accordance with GAAP. Computation of Same Property NOI may differ in certain respects from the methodology utilized by other REITs and, therefore, may not be comparable to similarly titled measures presented by such other REITs. Investors are cautioned that items excluded from Same Property NOI are relevant to understanding and addressing financial performance.
















Comparison of the Three and NineSix Months Ended SeptemberJune 30, 20172022 to the Three and NineSix Months Ended SeptemberJune 30, 20162021
Three Months Ended June 30,Six Months Ended June 30,
20222021Change20222021Change
Number of properties356 356 — 354 354 — 
Percent billed88.9 %88.0 %0.9 %88.9 %87.9 %1.0 %
Percent leased92.5 %91.1 %1.4 %92.5 %91.1 %1.4 %
Revenues
Rental income$276,917 $259,832 $17,085 $547,688 $512,991 $34,697 
Other revenues224 92 132 491 364 127 
277,141 259,924 17,217 548,179 513,355 34,824 
Operating expenses
Operating costs(31,941)(26,840)(5,101)(64,335)(55,942)(8,393)
Real estate taxes(39,037)(39,803)766 (77,780)(79,966)2,186 
(70,978)(66,643)(4,335)(142,115)(135,908)(6,207)
Same property NOI$206,163 $193,281 $12,882 $406,064 $377,447 $28,617 
    Three Months Ended September 30,   Nine Months Ended September 30,  
    2017 2016 Change 2017 2016 Change
            
Number of properties495
 495
 
 495
 495
 
Percent billed89.6% 90.5% (0.9%) 89.6% 90.5% (0.9%)
Percent leased91.6% 92.5% (0.9%) 91.6% 92.5% (0.9%)
               
Revenues           
 Base rent$225,812
 $222,902
 $2,910
 $678,707
 $664,849
 $13,858
 Ancillary and other4,160
 4,386
 (226) 11,560
 11,978
 (418)
 Expense reimbursements64,916
 67,497
 (2,581) 201,211
 195,040
 6,171
 Percentage rents1,245
 1,032
 213
 6,009
 5,194
 815
    296,133
 295,817
 316
 897,487
 877,061
 20,426
Operating expenses           
 Operating costs(30,720) (30,239) (481) (98,903) (94,018) (4,885)
 Real estate taxes(43,941) (46,485) 2,544
 (132,039) (127,404) (4,635)
 Provision for doubtful accounts(1,169) (2,052) 883
 (3,904) (6,303) 2,399
    (75,830) (78,776) 2,946
 (234,846) (227,725) (7,121)
Same property NOI$220,303
 $217,041
 $3,262
 $662,641
 $649,336
 $13,305
               
NOI margin74.4% 73.4%   73.8% 74.0%  
Expense recovery ratio86.9% 88.0%   87.1% 88.1%  


The following table provides a reconciliation of Netnet income attributable to common stockholders to Same Propertysame property NOI for the periods presented (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Net income$87,791 $90,428 $167,297 $142,799 
Adjustments:
Non-same property NOI(13,499)(11,928)(27,870)(28,641)
Lease termination fees(930)(4,073)(2,060)(5,457)
Straight-line rental income, net(6,751)(3,404)(11,490)(5,676)
Accretion of below-market leases, net of amortization of above-market leases and tenant inducements(2,160)(3,368)(4,204)(4,352)
Straight-line ground rent expense, net173 42 165 88 
Depreciation and amortization85,137 81,212 169,359 164,632 
Impairment of real estate assets431 4,597 1,898 
General and administrative29,702 26,461 57,702 51,106 
Total other expense26,693 17,480 52,568 61,050 
Same property NOI$206,163 $193,281 $406,064 $377,447 
 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
Net income attributable to common stockholders$83,380
 $57,492
 $230,358
 $182,425
Adjustments:       
Non-same property NOI(5,644) (6,755) (18,282) (21,436)
Lease termination fees(2,235) (1,174) (5,476) (7,537)
Straight-line rental income, net(2,401) (3,314) (14,486) (9,833)
Amortization of above- and below-market rent and tenant inducements, net(6,964) (9,083) (21,434) (28,744)
Fee income(183) (217) (320) (855)
Straight-line ground rent expense31
 78
 104
 975
Depreciation and amortization94,239
 98,337
 285,040
 294,634
Impairment of real estate assets11,065
 1,971
 27,383
 1,971
General and administrative22,838
 21,787
 67,043
 69,709
Total other expense30,764
 57,728
 117,533
 165,976
Equity in income of unconsolidated joint venture(31) (122) (381) (348)
Gain on disposition of unconsolidated joint venture interest(4,556) 
 (4,556) 
Net income attributable to non-controlling interests
 313
 76
 2,399
Preferred stock dividends
 
 39
 
Same property NOI$220,303
 $217,041
 $662,641
 $649,336


Inflation
Over the last several years,Prior to 2021, inflation has been historicallywas low and has had a minimal impact on theour operating performance ofand financial performance; however, inflation has significantly increased in 2021 and 2022 and may continue to be elevated or increase further. With respect to our shopping centers; however, inflation may increase in the future. Most ofcenters, our long-term leases generally contain provisions designed to mitigate the adverse impact of inflation, including contractual rent increasesescalations and requirements for tenants to pay their proportional sharea portion of property operating expenses, including common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of our properties, thereby reducing our exposure to increases in property-level costsproperty
39


operating expenses resulting from inflation. In addition,inflation; however, we have exposure to increases in non-reimbursable property operating expenses, including expenses incurred on vacant units. We believe that many of our existing rental rates are below current market levelsrates for comparable space and that upon


renewal or re-leasing, such rates may be increased to be consistent with, or closer to, current market rates. This belief is based upon an analysis of relevant market conditions. In addition, withrates, which may also offset certain inflationary expense pressures. With respect to our outstanding indebtedness, we periodically evaluate our exposure to interest rate fluctuations, and have and may in the future,continue to enter into interest rate protection agreements whichthat mitigate, but do not eliminate, the impact of changes in interest rates on our variable rate loans. With respect to general and administrative costs, we continually seek opportunities to offset inflationary cost pressures through routine evaluations of our spending levels and through ongoing efforts to utilize technology to enhance our operational efficiency.

40
Off-Balance Sheet Arrangements

We had no material off-balance sheet arrangements as of September 30, 2017.




Item 3. Quantitative and Qualitative Disclosures about Market Risk
There have been no material changes from the quantitative and qualitative disclosures about market risk disclosed in Item 7A of Part II of our annual report on Form 10-K for the year ended December 31, 2016.2021.


Item 4. Controls and Procedures
Controls and Procedures (Brixmor Property Group Inc.)
Evaluation of Disclosure Controls and Procedures
The Parent CompanyBPG maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in its reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. The Parent Company’sBPG’s management, with the participation of its principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report. Based upon thaton this evaluation, the Parent Company’sBPG’s principal executive officer, James M. Taylor, and principal financial officer, Angela Aman, concluded that as of the end of the period covered by this report, the design and operation of the Parent Company’sBPG’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.as of June 30, 2022.


Changes in Internal Control over Financial Reporting
There have been no changes in the Parent Company’sBPG’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended SeptemberJune 30, 20172022 that have materially affected, or that are reasonably likely to materially affect, the Parent Company’sBPG’s internal control over financial reporting.


Controls and Procedures (Brixmor Operating Partnership LP)
Evaluation of Disclosure Controls and Procedures
The Operating Partnership maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in its reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. The Operating Partnership’s management, with the participation of its principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report. Based upon thaton this evaluation, the Operating Partnership’s principal executive officer, James M. Taylor and principal financial officer, Angela Aman concluded that as of the end of the period covered by this report, the design and operation of the Operating Partnership’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.as of June 30, 2022.


Changes in Internal Control over Financial Reporting
There have been no changes in the Operating Partnership’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended SeptemberJune 30, 20172022 that have materially affected, or that are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.



















41


PART II - OTHER INFORMATION


Item 1.Legal Proceedings
The information contained under the heading “Legal Matters” in Note 13 -15 – Commitments and Contingencies to our unaudited Condensed Consolidated Financial Statements in this report is incorporated by reference into this Item 1.


Item 1A. Risk Factors
In addition to the other information in this Quarterly Report on Form 10-Q, the risks described in our Annual Report on Form 10-K filed for the year ended December 31, 2021, in Part I, Item 1A, Risk Factors, and in our other filings with the SEC should be carefully considered. These factors may materially affect our financial condition, operating results and cash flows. There have been no material changes to the risk factors relating to the Company disclosed in our Form 10-K for the year ended December 31, 2016.2021.


Item 2.2. Unregistered Sales of Equity Securities and Use of Proceeds
None.On January 9, 2020, the Company established a share repurchase program (the “Program”) for up to $400.0 million of the Company’s common stock. The Program is scheduled to expire on January 9, 2023, unless suspended or extended by the board of directors. During the three months ended June 30, 2022, the Company did not repurchase any shares of its common stock. As of June 30, 2022, the Program had $375.0 million of available repurchase capacity.

Item 3.Defaults Upon Senior Securities
None.


Item 4. Mine Safety Disclosures
Not applicable.


Item 5. Other Information
None.





42


Item 6.Exhibits
The exhibits listed on the accompanying Exhibit Indexfollowing documents are filed as part ofexhibits to this report and such Exhibit Index is incorporated herein by reference.report:
Incorporated by Reference
Exhibit
Number
Exhibit DescriptionFormFile No.Date of
Filing
Exhibit
Number
Filed
Herewith
Third Amended and Restated Revolving Credit Agreement, dated as of April 28, 2022, by and among Brixmor Operating Partnership LP, as borrower, and JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto10-Q001-361605/2/202210.1
Amended and Restated Term Loan Agreement, dated as of April 28, 2022, by and among Brixmor Operating Partnership LP, as borrower, and Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto10-Q001-361605/2/202210.2
Brixmor Property Group Inc. 2022 Omnibus Incentive Plan8-K001-361604/29/202210.1
Brixmor Property Group Inc. Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002x
Brixmor Property Group Inc. Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002x
Brixmor Operating Partnership LP Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002x
Brixmor Operating Partnership LP Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002x
Brixmor Property Group Inc. Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002x
Brixmor Operating Partnership LP Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002x
101.INSXBRL Instance Documentx
101.SCHXBRL Taxonomy Extension Schema Documentx
43


    Incorporated by Reference  
Exhibit
Number
 Exhibit Description Form File No. 
Date of
Filing
 
Exhibit
Number
 
Filed
Herewith
 Term Loan Agreement, dated as of July 28, 2016, among Brixmor Operating Partnership LP, as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto 8-K 001-36160 7/31/2017 10.1  
 Brixmor Property Group Inc. Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002     x
 Brixmor Property Group Inc. Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002     x
 Brixmor Operating Partnership LP Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002     x
 Brixmor Operating Partnership LP Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002     x
 Brixmor Property Group Inc. Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002     x
 Brixmor Operating Partnership LP Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002     x
101.INS XBRL Instance Document     x
101.SCH XBRL Taxonomy Extension Schema Document     x
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document     x
101.DEF XBRL Taxonomy Extension Definition Linkbase Document     x
101.LAB XBRL Taxonomy Extension Label Linkbase Document     x
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document     x
Incorporated by Reference
Exhibit
Number
Exhibit DescriptionFormFile No.Date of
Filing
Exhibit
Number
Filed
Herewith
101.CALXBRL Taxonomy Extension Calculation Linkbase Documentx
101.DEFXBRL Taxonomy Extension Definition Linkbase Documentx
101.LABXBRL Taxonomy Extension Label Linkbase Documentx
101.PREXBRL Taxonomy Extension Presentation Linkbase Documentx
104Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101)x



The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

44





SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

BRIXMOR PROPERTY GROUP INC.
Date: August 1, 2022BRIXMOR PROPERTY GROUP INC.
By:
Date: October 30, 2017By:/s/James M. Taylor
James M. Taylor
Chief Executive Officer and President
(Principal Executive Officer)
Date: October 30, 2017By:/s/Angela Aman
Angela Aman
Chief Financial Officer
(Principal Financial Officer)
Date: October 30, 2017By:/s/Steven Gallagher
Steven Gallagher
Chief Accounting Officer
(Principal Accounting Officer)

Date: August 1, 2022By:/s/ Angela Aman
Angela Aman
Chief Financial Officer
(Principal Financial Officer)
Date: August 1, 2022By:/s/ Steven Gallagher
Steven Gallagher
Chief Accounting Officer
(Principal Accounting Officer)
BRIXMOR OPERATING PARTNERSHIP LP
By:Brixmor OP GP LLC, its general partner
By:BPG Subsidiary LLC, its sole member
Date: October 30, 2017August 1, 2022By:/s/James M. Taylor
James M. Taylor
Chief Executive Officer and President
(Principal Executive Officer)
Date: October 30, 2017August 1, 2022By:/s/Angela Aman
Angela Aman
Chief Financial Officer
(Principal Financial Officer)
Date: October 30, 2017August 1, 2022By:/s/Steven Gallagher
Steven Gallagher
Chief Accounting Officer
(Principal Accounting Officer)



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45