BPG(US:BRX)2021-10-31 16:00Part I Financial Statements 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 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 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 Company9 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 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.S53 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 million7173 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 capacity133134 Management's Discussion and Analysis of Financial Condition and Results of Operations 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 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 pandemic166 - 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 retailers156 Leasing Highlights 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 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 recoveries176 - 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 million191209 Liquidity and Capital Resources 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 cash216 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, 2021230 Non-GAAP Performance Measures 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 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, 2020248 Controls and Procedures 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, 2021249251 - 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 reporting250252 Part II Legal Proceedings 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 it150 Risk Factors 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, 2020255 Unregistered Sales of Equity Securities and Use of Proceeds 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, 2021256 Exhibits This section lists documents filed as exhibits to the Form 10-Q report, including supplemental indentures, officer certifications, and XBRL data files