Financial Data and Key Metrics Changes - Brixmor reported Nareit FFO of $0.49 per share in Q3 2022, driven by same property NOI growth of 3.6% [18] - Year-to-date, bottom line FFO grew by 6.5% on a comparable basis [12] - The company achieved a top line same-store growth of 4.8% despite a drag of 250 basis points from revenues deemed uncollectible [12][20] - An 8.3% increase in quarterly dividend was announced, reflecting strong growth in taxable income [14][26] Business Line Data and Key Metrics Changes - During the quarter, Brixmor signed 1.7 million square feet of new and renewal leases at a record rent of $19.26 per foot, with a blended cash spread of 14.2% [7] - Small shop occupancy rose to 88.8%, with new rents achieved of $24.78 per foot, marking a record for this metric [10][21] - Average in-place ABR increased to over $16 per foot, with new leases achieving nearly $20 per foot over the trailing 12 months [10] Market Data and Key Metrics Changes - Lease occupancy reached a company record of 93.3%, a year-over-year increase of 180 basis points [9] - The anchor leased rate now stands at 95.4%, up 60 basis points sequentially [21] - The spread between lease and build occupancy grew to 370 basis points this quarter [22] Company Strategy and Development Direction - The company continues to focus on a self-funded value-add strategy, which has shown resilience in both disruptive and strong market environments [6][16] - Brixmor has paused acquisitions but sees potential opportunities as less well-capitalized landlords face challenges [16] - The reinvestment pipeline is expected to deliver significant future value creation, with $400 million leased and underway [15] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in continued growth despite potential economic disruptions, citing strong tenant demand and a robust leasing pipeline [13][29] - The company anticipates that revenues deemed uncollectible will revert to historical levels, impacting future growth [20][85] - Management highlighted the importance of maintaining a balanced tenant mix to ensure stability in cash flow [32] Other Important Information - Brixmor has $1.3 billion of liquidity and no debt maturing until 2024, allowing for opportunistic growth [17][24] - The company has renewed its $400 million share repurchase program and $400 million at-the-market equity offering program [25] Q&A Session Summary Question: Will there be any pull back on the redevelopment investment given the potential for recession in 2023? - Management noted continued demand and highly accretive returns, indicating confidence in their reinvestment strategy [29] Question: What are the positives and negatives of having local tenants at 21% of your ABR? - Management emphasized the relevance of local tenants to community engagement and noted strong demand for backfilling any vacancies [32] Question: Are you seeing any change in the health or ability of your local small shop tenants to pay rent today? - Management reported strong performance from the entire tenant base, particularly small shops, with no significant increase in rent relief requests [34] Question: What are the expectations for minimum rent growth heading into 2023? - Management expects continued strength in top line growth, driven by a robust leasing pipeline [38] Question: Can you provide perspective on cap rates, especially for grocery versus non-grocery assets? - Management indicated upward pressure on cap rates due to financing costs, but noted attractive cap rates for core grocery-anchored shopping centers [41] Question: How are you accounting for rent from Regal at this point? - Management stated that all entertainment tenants have been on a cash basis during the pandemic, with revenue recognized as cash is received [60] Question: What is the expected fallout from tenant disruptions in 2023? - Management is monitoring tenants closely and believes their rent basis positions them well to handle potential disruptions [82]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 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: 333-256637-01 (Brixmor Operating Partnership LP) Brixmor Property Gro ...

Financial Data and Key Metrics Changes - Nareit FFO was $0.49 per share in Q2 2022, driven by same property NOI growth of 6.7% [18] - Base rent growth contributed 430 basis points to same property NOI growth this quarter, with a 90-basis point acceleration from the previous quarter [19] - Overall average in-place ABR increased to $15.90 per foot, with an average net effective rent of $16.91 per foot on new leases [7][8] Business Line Data and Key Metrics Changes - Nearly 2 million square feet of new and renewal leases were executed at a cash rent of $18.79, with a blended spread of 14.6% [6] - Small shop occupancy reached a record of 87.7%, while overall occupancy grew to 92.5% [8][22] - The spread between lease and billed occupancy remains at 350 basis points, with a total signed but not commenced pool increasing to $54 million at a blended rate of $19.20 per square foot [23][24] Market Data and Key Metrics Changes - Traffic to centers has averaged in the mid to high single digits compared to 2019, indicating strong demand [9] - The company continues to attract top retailers, with strong leasing activity observed in various sectors including value apparel and specialty grocery [28][35] Company Strategy and Development Direction - The company is focused on a value-add strategy that has shown resilience and outperformance, positioning it well for both strong and weak market environments [12] - Plans to be a net seller of smaller non-core assets while maintaining liquidity for potential acquisitions in a volatile market [15][16] - Ongoing reinvestment pipeline is expected to generate follow-on value through increased occupancy and market rates [10][11] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in continued growth despite potential economic disruptions, supported by a strong pipeline of leases and ongoing discussions with tenants [9][42] - The company anticipates same property NOI growth expectations to increase from 3% to a range of 4.5% to 6% for 2022 [26] - Management highlighted the importance of proactive expense management to navigate inflationary pressures [45] Other Important Information - The company has over $1.2 billion of liquidity and no debt maturities until mid-2024, providing financial flexibility [25] - The ongoing execution of the reinvestment pipeline has delivered significant returns, with an incremental return of 11% on $30 million of reinvestment delivered during the quarter [10] Q&A Session Summary Question: Is leasing appetite in the third quarter unchanged despite inflationary pressure? - Management remains encouraged by leasing activity and strong demand from core retailers, with a 17% increase in the forward legal pipeline compared to the previous year [28] Question: Can you provide insights on the appetite for small shops? - There is strong demand from local tenants, particularly in the restaurant space, with local operators making up about 17% of ABR [30] Question: Can you elaborate on being a net seller in the back half of the year? - The company expects to be net sellers of smaller non-core assets while remaining opportunistic in the current market [37] Question: What is the outlook for revenues deemed uncollectible? - While collections from prior periods are expected to moderate, the company anticipates a return to long-term historical levels for reserve numbers [78] Question: What is the expected impact of redevelopment on traffic levels? - Redevelopments have led to significant traffic increases, with some centers experiencing double-digit growth post-redevelopment [86]

Financial Performance - Total revenues for Q2 2022 reached $306.1 million, a 6.1% increase from $287.0 million in Q2 2021[24] - Net income for Q2 2022 was $87.8 million, slightly down from $90.4 million in Q2 2021, resulting in a diluted earnings per share of $0.29[24] - Net income for the six months ended June 30, 2022, was $167.3 million, an increase from $142.8 million in the same period of 2021, representing a growth of 17.2%[34] - Comprehensive income for the three months ended June 30, 2022, was $91.8 million, compared to $93.2 million for the same period in 2021[42] - Basic earnings per share for the three months ended June 30, 2022, was $0.29, down from $0.30 in the same period of 2021[105] - Diluted earnings per share for the six months ended June 30, 2022, was $0.56, an increase from $0.48 in the same period of 2021[105] Revenue Sources - Rental income for the first half of 2022 was $604.3 million, up 7.3% from $563.4 million in the same period of 2021[24] - Rental income increased to $305.9 million in Q2 2022, compared to $286.9 million in Q2 2021, reflecting a growth of 6.5%[25] - The company recognized $2.4 million and $1.5 million in income from percentage rents for the three months ended June 30, 2022 and 2021, respectively[94] Expenses and Liabilities - Operating expenses for the first half of 2022 totaled $384.9 million, an increase of 6.0% from $362.9 million in the same period of 2021[24] - Total liabilities were $5.67 billion as of June 30, 2022, a marginal increase from $5.66 billion at the end of 2021[22] - Operating expenses totaled $191.6 million for Q2 2022, an increase of 7.0% from $179.1 million in Q2 2021[25] Assets and Investments - Total assets as of June 30, 2022, amounted to $8.47 billion, compared to $8.38 billion as of December 31, 2021, reflecting a 1.1% increase[22] - The company invested $146.9 million in improvements to and investments in real estate assets during the first half of 2022, compared to $135.3 million in the same period of 2021[34] - The company acquired real estate assets for $409.7 million during the six months ended June 30, 2022, significantly higher than $66.7 million in the same period of 2021[45] Cash Flow - Cash and cash equivalents decreased significantly to $16.8 million as of June 30, 2022, from $296.6 million at the end of 2021[22] - The company reported net cash provided by operating activities of $274.1 million for the six months ended June 30, 2022, slightly down from $274.9 million in the same period of 2021[34] Shareholder Returns - The company declared common stock dividends of $0.240 per share for the three months ended June 30, 2022, up from $0.215 per share in the same period of 2021[100] - The company paid common stock dividends of $0.240 per share during the six months ended June 30, 2022, totaling $145.3 million[34] Real Estate Portfolio - The company’s portfolio consisted of 379 shopping centers totaling approximately 67 million square feet of gross leasable area as of June 30, 2022[46] - As of June 30, 2022, the company had real estate assets valued at $7.942 billion, an increase from $7.615 billion as of December 31, 2021[63] - The company disposed of ten shopping centers and four partial shopping centers for aggregate net proceeds of $140.0 million, resulting in an aggregate gain of $44.8 million during the six months ended June 30, 2022[60] Debt and Financing - As of June 30, 2022, the Company had total debt obligations of $5,148,480,000, a slight decrease from $5,164,518,000 as of December 31, 2021[79] - The Company repaid $250,000,000 of its Floating Rate Senior Notes due 2022 during the six months ended June 30, 2022, using available cash[81] - The weighted average stated interest rate on the Company's unsecured notes was 3.69% as of June 30, 2022[79] Impairments and Adjustments - The company recognized impairment charges totaling $4.597 million for the six months ended June 30, 2022, primarily due to changes in anticipated hold periods[67] - The Company recognized an impairment charge of $3.509 million for Torrington Plaza and $1.088 million for New Garden Center during the six months ended June 30, 2022, totaling $4.597 million[67] Future Projections - The company anticipates continued growth in rental income and overall performance, despite potential market risks[19] - The estimated below-market lease accretion income for the remaining six months of 2022 is projected to be $(5.772) million[65]

Financial Data and Key Metrics Changes - The company reported a year-over-year FFO growth of 11.4%, primarily driven by same-store NOI growth of 8.4% [7][16] - Nareit FFO was $0.49 per share in the first quarter, with same property NOI growth reflecting approximately $8 million of cash collected on previously reserved base rent [16][22] - The company revised its 2022 same property NOI growth expectations from 2%-4% to 3%-4.5% due to significant out-of-period collections [22] Business Line Data and Key Metrics Changes - The company signed nearly 1.4 million square feet of new and renewal leases during the quarter at a cash spread of 18.1%, with new leases at a comparable spread of 35.9% [8][19] - Small shop occupancy reached an all-time record of 87%, with a drag of 120 basis points from in-process redevelopment [8][18] - The average in-place ABR increased to a record of $15.64 per square foot, with significant growth in traffic levels over pre-pandemic peaks [9][54] Market Data and Key Metrics Changes - The company reported a total signed but not commenced pool of $52 million at a blended rate of nearly $19 per square foot, expected to commence throughout the year [18][22] - The forward leasing pipeline includes an additional $50 million of ABR from new leases at an average rent of over $18 per square foot [9][22] Company Strategy and Development Direction - The company continues to focus on its value-added strategy, which has shown resilience and growth potential even in less favorable market conditions [6][10] - The company is actively pursuing attractive investment opportunities in core markets, emphasizing the importance of clustering investments [12][34] - The company has delivered over $720 million of accretive reinvestments impacting over 30% of its portfolio, with a strong pipeline of nearly $1 billion in opportunities [11][12] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the strength of the leasing environment, noting that consumer demand remains robust despite macroeconomic concerns [56][57] - The company anticipates continued growth in small shop occupancy and rates, driven by its value-added strategy [49][50] - Management highlighted the importance of maintaining a disciplined approach to acquisitions and investments, focusing on opportunities that meet return requirements [82] Other Important Information - The company repaid $250 million of floating rate notes upon maturity and amended its unsecured credit facilities, improving pricing and extending maturities [20][21] - The company's credit rating was upgraded to BBB flat by Fitch, reflecting improvements made to its balance sheet [21] Q&A Session Summary Question: How much further can small shop occupancy increase? - Management expects to continue setting new records in small shop occupancy, despite a current drag from redevelopment projects [26][27] Question: What is the investment activity outlook for the year? - The company remains focused on value-added opportunities and expects to see more dispositions in the pipeline [34][35] Question: How is the company addressing last-mile fulfillment needs? - Tenants are integrating fulfillment capabilities into their store designs, and the company is accommodating these needs through its leasing strategies [29][30] Question: What is the current mark-to-market for the portfolio? - The current mark-to-market is approximately $15 per square foot, with new leases being signed between $17 and $20 per square foot [65][66] Question: How does the company view tenant retention? - The company is prioritizing growth in ROI over retention, willing to take vacancies if it leads to higher returns [75][76] Question: What is the company's acquisition capacity? - The company is opportunistic in its acquisition strategy, focusing on opportunities that meet return requirements without feeling pressured to acquire [82]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 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: 333-256637-01 (Brixmor Operating Partnership LP) Brixmor Property Group I ...

Brixmor Property Group, Inc. (NYSE:BRX) Q4 2021 Earnings Conference Call February 8, 2022 10:00 AM ET Company Participants Stacy Slater - Senior Vice President, Investor Relations James Taylor - Chief Executive Officer and President Angela Aman - Executive Vice President and Chief Financial Officer Brian Finnegan - Executive Vice President and Chief Revenue Officer Mark Horgan - Executive Vice President and Chief Investment Officer Matthew Berger - Executive Vice President and President, West Region Confere ...

Portfolio Overview - As of December 31, 2021, Brixmor Property Group Inc. owned and operated 382 shopping centers totaling approximately 67.5 million square feet of gross leasable area (GLA) with a billed occupancy of 89% and a leased occupancy of 92%[23]. - BPG's portfolio includes 70% grocery-anchored shopping centers, with 69% of ABR located in the top 50 U.S. metropolitan statistical areas[23]. - The largest state by GLA is Florida, with 8,374,903 square feet, achieving a 87.7% billed and 91.8% leased rate[127]. - California follows with a GLA of 5,073,076 square feet, with a billed rate of 90.9% and a leased rate of 94.8%[127]. - BPG's properties are primarily located in established trade areas within the top 50 MSAs in the U.S., focusing on non-discretionary and value-oriented retailers[124]. Financial Performance - Total revenues for the year ended December 31, 2021, were $1,152.3 million, up from $1,053.3 million in 2020, reflecting a $99 million increase[176]. - Rental income for the year ended December 31, 2021, increased by $95.4 million to $1,146.3 million compared to $1,050.9 million in 2020[176]. - Operating expenses for the year ended December 31, 2021, totaled $732.3 million, a slight decrease from $734.0 million in 2020[180]. - General and administrative costs increased by $7.2 million to $105.5 million in 2021, primarily due to higher compensation costs[185]. - The company reported a net cash provided by operating activities of $552.2 million for the year ended December 31, 2021, an increase of $109.1 million compared to $443.1 million in 2020[217]. Leasing Activity - In 2021, Brixmor executed 639 new leases representing approximately 3.1 million square feet and a total of 1,641 leases, including renewals and options, representing approximately 10.0 million square feet[26]. - The company achieved new lease rent spreads of 27.6% and blended new and renewal rent spreads of 10.1% including options[27]. - The weighted average expiring annualized base rent (ABR) per square foot of anchor lease expirations through 2024 is $9.76, compared to $14.15 for new anchor leases signed during 2021[27]. - The percentage rent spread for new and renewal leases was 10.1% for the year ended December 31, 2021, compared to 7.2% in 2020[177]. Capital Management - The company acquired $258.8 million of assets in 2021 and generated net proceeds of $237.4 million from property dispositions[32]. - The company has identified a pipeline of future reinvestment projects aggregating approximately $1.0 billion, expected to yield returns consistent with recent projects[29]. - The company anticipates total contractually obligated expenditures of $438.5 million for the twelve months ended December 31, 2022, and $5.9 billion thereafter[205]. - The company has a share repurchase program with a capacity of $375 million remaining as of December 31, 2021, with no shares repurchased during the year[151]. Employee and Corporate Governance - As of December 31, 2021, the company had 501 employees, with a 98% employee satisfaction score and 100% participation in annual performance reviews[41]. - The company has implemented a hybrid work schedule in the second half of 2021 to enhance engagement and support work-life balance[46]. - The company provides comprehensive employee benefits, including medical, dental, and vision insurance, with the majority of costs covered by the company[43]. - The company has formed a Diversity & Inclusion Leadership Council and an Employee Resource Group to promote diversity and inclusion initiatives[47]. Environmental and Regulatory Compliance - Brixmor aims to achieve net zero carbon emissions by 2045 and has committed to a 50% reduction in greenhouse gas emissions by 2030[40]. - The company faces potential significant unexpected costs due to environmental liabilities related to hazardous substances on its properties[90]. - Compliance with the Americans with Disabilities Act (ADA) may require substantial capital expenditures, adversely affecting financial condition and cash flows[95]. - Changes in environmental laws and regulations could result in additional liabilities for the company, impacting its financial condition[92]. Risk Factors - The company faces significant risks related to tenant distress, which could adversely affect its financial condition and cash flows[72]. - The company may be unable to collect rents from tenants that file for bankruptcy protection, adversely impacting its financial condition[74]. - The company is subject to competition for acquisition opportunities, which could increase costs and limit growth potential[79]. - The company may face challenges in obtaining additional capital through debt and equity markets, which could disrupt operations and growth[85]. REIT Compliance - The company is organized as a REIT and has maintained compliance with REIT requirements since its taxable year ended December 31, 2011[55]. - BPG is required to distribute at least 90% of its REIT taxable income to stockholders annually, which may include distributions in BPG's own stock[119]. - The company must maintain its REIT status, which involves complex compliance requirements; failure to do so could result in significant tax liabilities and reduced cash flows[108]. - If the company fails to qualify as a REIT, it would be taxed as a non-REIT "C" corporation, affecting its ability to distribute dividends and reducing available funds[109].

Brixmor Property Group, Inc. (NYSE:BRX) Q3 2021 Earnings Conference Call November 2, 2021 10:00 AM ET Company Participants Stacy Slater - SVP of IR & Capital Markets Jim Taylor - Chief Executive Officer and President Angela Aman - Executive VP, CFO & Treasurer Brian Finnegan - Executive VP & Chief Revenue Officer Mark Horgan - Executive VP & CIO Anthony Powell - Barclays Floris Van Dijkum - Compass Point Conference Call Participants Todd Thomas - KeyBanc Katie McConnell - Citi Jeff Spector - Bank of America ...

Part I [Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Brixmor Property Group Inc. and Brixmor Operating Partnership LP for the periods ended September 30, 2021 and 2020 [Brixmor Property Group Inc. Financial Statements](index=6&type=section&id=Brixmor%20Property%20Group%20Inc.%20(unaudited)) Presents the unaudited condensed consolidated financial statements for Brixmor Property Group Inc. for the periods ended September 30, 2021 and 2020 Brixmor Property Group Inc. - Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | Sep 30, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | **Assets** | | | | Real estate, net | $7,458,869 | $7,504,113 | | Cash and cash equivalents | $397,198 | $368,675 | | **Total Assets** | **$8,351,113** | **$8,342,147** | | **Liabilities & Equity** | | | | Debt obligations, net | $5,163,375 | $5,167,330 | | Total liabilities | $5,658,604 | $5,661,446 | | Total equity | $2,692,509 | $2,680,701 | | **Total Liabilities & Equity** | **$8,351,113** | **$8,342,147** | Brixmor Property Group Inc. - Condensed Consolidated Statements of Operations (in thousands, except per share data) | Metric | Q3 2021 | Q3 2020 | YTD 2021 | YTD 2020 | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $290,186 | $253,935 | $856,956 | $783,856 | | Net income | $46,145 | $27,944 | $188,944 | $96,769 | | Diluted EPS | $0.15 | $0.09 | $0.63 | $0.32 | Brixmor Property Group Inc. - Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 | | :--- | :--- | :--- | | Net cash provided by operating activities | $424,880 | $323,632 | | Net cash used in investing activities | ($156,113) | ($140,254) | | Net cash provided by (used in) financing activities | ($234,490) | $406,319 | | **Net change in cash** | **$34,277** | **$589,697** | [Brixmor Operating Partnership LP Financial Statements](index=11&type=section&id=Brixmor%20Operating%20Partnership%20LP%20(unaudited)) Presents the unaudited condensed consolidated financial statements for Brixmor Operating Partnership LP, materially similar to the Parent Company with equity differences - The assets and liabilities of the Operating Partnership are materially the same as the Parent Company, with primary differences in the presentation of equity and capital, as the Operating Partnership's capital includes OP Units owned by the Parent Company[9](index=9&type=chunk) Brixmor Operating Partnership LP - Condensed Consolidated Statements of Operations (in thousands) | Metric | Q3 2021 | Q3 2020 | YTD 2021 | YTD 2020 | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $290,186 | $253,935 | $856,956 | $783,856 | | Net income | $46,145 | $27,944 | $188,944 | $96,769 | [Notes to Condensed Consolidated Financial Statements](index=16&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed disclosures supporting the consolidated financial statements, including business nature, accounting policies, real estate, debt, and revenue recognition - As of September 30, 2021, the Company's portfolio consisted of **386 shopping centers** totaling approximately **68 million square feet of gross leasable area (GLA)**, primarily community and neighborhood shopping centers in the top 50 Metropolitan Statistical Areas in the U.S[53](index=53&type=chunk) Real Estate Acquisitions - Nine Months Ended Sep 30, 2021 (in thousands) | Property | Location | Month Acquired | GLA (sq ft) | Aggregate Purchase Price | | :--- | :--- | :--- | :--- | :--- | | Center of Bonita Springs | Bonita Springs, FL | Apr-21 | 281,394 | $48,061 | | Champlin Marketplace | Champlin, MN | Jun-21 | 91,970 | $14,876 | | Other Land/Outparcels | Various | Various | 5,040 | $3,779 | | **Total** | | | **378,404** | **$66,716** | - During the nine months ended September 30, 2021, the Company disposed of nine shopping centers and 14 partial shopping centers for aggregate net proceeds of **$124.4 million**, resulting in an aggregate gain of **$49.5 million**[71](index=71&type=chunk)[73](index=73&type=chunk) COVID-19 Related Rent Concessions (in thousands) | Period | Deferrals | Abatements | | :--- | :--- | :--- | | **Q3 2021** | $3,847 | $788 | | **Q3 2020** | $20,641 | $2,088 | | **YTD 2021** | $13,721 | $5,345 | | **YTD 2020** | $35,550 | $2,331 | - As of September 30, 2021, the Company had no shares issued under its **$400.0 million** at-the-market (ATM) equity offering program, and the share repurchase program had **$375.0 million** of available capacity[133](index=133&type=chunk)[134](index=134&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=35&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations, including COVID-19 impact, leasing, and key financial metrics [Executive Summary and COVID-19 Impact](index=35&type=section&id=Executive%20Summary%20and%20COVID-19%20Impact) Brixmor operates a large U.S. open-air retail portfolio, achieving **97%** base rent collection for Q3 2021 despite COVID-19, supported by grocery-anchored centers - As of October 26, 2021, the company collected **97%** of base rent for the third quarter of 2021, demonstrating a strong recovery from the impacts of the COVID-19 pandemic[166](index=166&type=chunk) - The company's portfolio is comprised of **386 shopping centers** totaling approximately **68 million square feet of GLA**, focusing on properties anchored by non-discretionary and value-oriented retailers[156](index=156&type=chunk) [Leasing Highlights](index=36&type=section&id=Leasing%20Highlights) Leased occupancy reached **91.5%** as of September 30, 2021, with **2.8 million square feet** leased in Q3 2021 at a **10.7%** blended rent spread Leasing Activity - Three Months Ended September 30, 2021 | Lease Type | Leases | GLA (sq ft) | New ABR PSF | Rent Spread (Comparable) | | :--- | :--- | :--- | :--- | :--- | | **Total** | **386** | **2,770,003** | **$14.54** | **10.7%** | | New leases | 161 | 745,712 | $17.43 | 26.3% | | Renewal leases | 171 | 973,781 | $15.99 | 7.6% | Leasing Activity - Nine Months Ended September 30, 2021 | Lease Type | Leases | GLA (sq ft) | New ABR PSF | Rent Spread (Comparable) | | :--- | :--- | :--- | :--- | :--- | | **Total** | **1,174** | **7,175,306** | **$15.78** | **9.1%** | | New leases | 464 | 2,100,392 | $18.00 | 22.1% | | Renewal leases | 584 | 2,594,732 | $18.22 | 6.1% | [Results of Operations](index=38&type=section&id=Results%20of%20Operations) Total revenues increased by **$36.3 million** in Q3 2021 and **$73.1 million** year-to-date, driven by reduced uncollectible revenues and resulting in significant net income growth Comparison of Revenues (in thousands) | Period | Q3 2021 | Q3 2020 | Change | YTD 2021 | YTD 2020 | Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Rental income | $290,013 | $253,799 | $36,214 | $853,407 | $781,635 | $71,772 | | **Total revenues** | **$290,186** | **$253,935** | **$36,251** | **$856,956** | **$783,856** | **$73,100** | - The increase in Q3 2021 rental income was driven by a **$38.6 million** increase from assets owned for the full period, largely due to a **$25.7 million** decrease in revenues deemed uncollectible related to COVID-19 reserves in 2020 and subsequent recoveries[176](index=176&type=chunk) - A loss on extinguishment of debt of **$27.1 million** was recognized in Q3 2021 from the redemption of the 3.250% Senior Notes due 2023, with the total loss for the nine-month period being **$28.3 million**[191](index=191&type=chunk)[209](index=209&type=chunk) [Liquidity and Capital Resources](index=43&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with **$1.2 billion** available under its revolving credit facility and **$404.4 million** in cash, with operating cash flow increasing by **$101.2 million** year-to-date - As of September 30, 2021, the company had **$1.2 billion** of available liquidity under its Revolving Facility and **$404.4 million** in cash and cash equivalents and restricted cash[216](index=216&type=chunk) Cash Flow Summary - Brixmor Property Group Inc. (in thousands) | Cash Flow Activity | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 | | :--- | :--- | :--- | | Net cash provided by operating activities | $424,880 | $323,632 | | Net cash used in investing activities | ($156,113) | ($140,254) | | Net cash provided by (used in) financing activities | ($234,490) | $406,319 | - The company has **49 in-process** anchor space repositioning, redevelopment, and outparcel development projects with an aggregate anticipated cost of **$396.3 million**, of which **$245.0 million** had been incurred as of September 30, 2021[230](index=230&type=chunk) [Non-GAAP Performance Measures](index=45&type=section&id=Non-GAAP%20Performance%20Measures) This section details non-GAAP performance measures, with NAREIT FFO reaching **$115.8 million** or **$0.39 per diluted share** in Q3 2021, and Same Property NOI increasing by **$25.7 million** NAREIT FFO Reconciliation (in thousands, except per share data) | Metric | Q3 2021 | Q3 2020 | YTD 2021 | YTD 2020 | | :--- | :--- | :--- | :--- | :--- | | Net income | $46,145 | $27,944 | $188,944 | $96,769 | | Adjustments | $69,656 | $78,611 | $196,010 | $241,362 | | **NAREIT FFO** | **$115,801** | **$106,555** | **$384,954** | **$338,131** | | **NAREIT FFO per diluted share** | **$0.39** | **$0.36** | **$1.29** | **$1.14** | Same Property NOI (in thousands) | Period | Q3 2021 | Q3 2020 | Change | YTD 2021 | YTD 2020 | Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **Same property NOI** | **$202,753** | **$177,012** | **$25,741** | **$592,177** | **$545,507** | **$46,670** | [Quantitative and Qualitative Disclosures about Market Risk](index=48&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) No material changes have occurred in the quantitative and qualitative disclosures about market risk since the company's Annual Report on Form 10-K for the year ended December 31, 2020 - There have been no material changes from the quantitative and qualitative disclosures about market risk disclosed in the company's annual report on Form 10-K for the year ended December 31, 2020[248](index=248&type=chunk) [Controls and Procedures](index=48&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures for both Brixmor Property Group Inc. and Brixmor Operating Partnership LP were effective as of September 30, 2021, with no material changes to internal control - The principal executive officer and principal financial officer concluded that the disclosure controls and procedures for both Brixmor Property Group Inc. and Brixmor Operating Partnership LP were effective as of September 30, 2021[249](index=249&type=chunk)[251](index=251&type=chunk) - There were no changes in internal control over financial reporting during the third quarter of 2021 that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[250](index=250&type=chunk)[252](index=252&type=chunk) Part II [Legal Proceedings](index=49&type=section&id=Item%201.%20Legal%20Proceedings) The SEC dismissed its civil action against two former employees in July 2021, and the company anticipates no further governmental proceedings regarding previously disclosed accounting matters - In July 2021, the SEC dismissed its pending civil action against two former employees related to previously disclosed accounting matters, and the U.S. Attorney's Office is no longer pursuing actions, with the company believing no further governmental proceedings on this matter will be brought against it[150](index=150&type=chunk) [Risk Factors](index=49&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred in the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2020 - No material changes have been made to the risk factors disclosed in the Form 10-K for the year ended December 31, 2020[255](index=255&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=49&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not repurchase any common stock during Q3 2021, retaining **$375.0 million** of available capacity in its share repurchase program - During Q3 2021, the company did not repurchase any shares of its common stock, and the share repurchase program had **$375.0 million** of available capacity as of September 30, 2021[256](index=256&type=chunk) [Exhibits](index=50&type=section&id=Item%206.%20Exhibits) This section lists documents filed as exhibits to the Form 10-Q report, including supplemental indentures, officer certifications, and XBRL data files