2022 ANNUAL REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 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 Inc.)
Commission File Number: 333-256637-01 (Brixmor Operating Partnership LP)
Brixmor Property Group Inc.
Brixmor Operating Partnership LP
(Exact Name of Registrant as Specified in Its Charter)
Maryland
Delaware
(Brixmor Property Group Inc.)
(Brixmor Operating Partnership LP)
(State or Other Jurisdiction of Incorporation or Organization)
45-2433192
80-0831163
(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)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, par value $0.01 per share.
Trading Symbol(s)
BRX
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Brixmor Property Group Inc. Yes ☑ No ☐ Brixmor Operating Partnership LP Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Brixmor Property Group Inc. Yes ☐ No ☑ Brixmor Operating Partnership LP Yes ☐ No ☑
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 ☑ No ☐ Brixmor Operating Partnership LP Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Brixmor Property Group Inc. Yes ☑ No ☐ Brixmor Operating Partnership LP Yes ☑ No ☐
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 filer
Smaller reporting company ☐ Accelerated filer
Emerging growth company ☐
☑ Non-accelerated filer ☐
☐
Large accelerated filer
Smaller reporting company ☐ Accelerated filer
Emerging growth company ☐
☐ Non-accelerated filer ☑
☐
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. N/A
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
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 ☑ Brixmor Operating Partnership LP Yes ☐ No ☑
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold,
or the average bid and asked price of such common equity, as of the last business day of the registrants’ most recently completed second fiscal quarter.
Brixmor Property Group Inc. $6,019,445,732 Brixmor Operating Partnership LP N/A
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
As of February 1, 2023, Brixmor Property Group Inc. had 300,520,890 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement to be filed by Brixmor Property Group Inc. with the Securities and Exchange Commission pursuant to Regulation 14A relating to the
registrant’s Annual Meeting of Stockholders to be held on April 26, 2023 will be incorporated by reference in this Form 10-K in response to Items 10, 11, 12, 13 and 14 of Part III.
The definitive proxy statement will be filed with the SEC not later than 120 days after the registrant’s fiscal year ended December 31, 2022.
EXPLANATORY NOTE
This report combines the annual reports on Form 10-K for the period ended December 31, 2022 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,
and references to the “Operating Partnership” mean Brixmor Operating Partnership LP and its consolidated
subsidiaries. Unless the context otherwise requires, the terms “the Company,” “Brixmor,” “we,” “our,” and “us”
mean the Parent Company and the Operating Partnership, collectively.
The Parent Company is a real estate investment trust (“REIT”) that owns 100% of the limited liability company
interests of BPG Subsidiary 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. As of December 31, 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 (the “OP Units”) in the Operating Partnership.
The Company believes combining the annual reports on Form 10-K of the Parent Company and the Operating
Partnership into this single 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. Because the Operating
Partnership is managed by the Parent Company, and the Parent Company conducts substantially all of its operations
through the Operating 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
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.
Equity, capital, and non-controlling interests are the primary areas of difference between the 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 capital in the Operating Partnership’s financial statements and outside of 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
of 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.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.
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Item No.
Page
TABLE OF CONTENTS
Part I
Business ..........................................................................................................................................................................................
Risk Factors ....................................................................................................................................................................................
Unresolved Staff Comments ...........................................................................................................................................................
Properties ........................................................................................................................................................................................
Legal Proceedings ...........................................................................................................................................................................
Mine Safety Disclosures .................................................................................................................................................................
Part II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities .....................
[Reserved] .......................................................................................................................................................................................
Management’s Discussion and Analysis of Financial Condition and Results of Operations .........................................................
1.
1A.
1B.
2.
3.
4.
5.
6.
7.
7A.
Quantitative and Qualitative Disclosures About Market Risk ........................................................................................................
8.
9.
9A.
9B.
9C.
10.
11.
12.
13.
14.
15.
16.
Financial Statements and Supplementary Data ...............................................................................................................................
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure ........................................................
Controls and Procedures .................................................................................................................................................................
Other Information ...........................................................................................................................................................................
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections ............................................................................................
Part III
Directors, Executive Officers, and Corporate Governance ............................................................................................................
Executive Compensation ................................................................................................................................................................
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .......................................
Certain Relationships and Related Transactions, and Director Independence ...............................................................................
Principal Accountant Fees and Services .........................................................................................................................................
Exhibit and Financial Statement Schedules ....................................................................................................................................
Form 10-K Summary ......................................................................................................................................................................
Part IV
1
8
16
17
20
20
21
22
23
36
37
37
37
39
39
40
40
40
40
40
41
46
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Forward-Looking Statements
This report may 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. These statements include, but are not limited to,
statements related to our expectations regarding the performance of our business, our financial results, our liquidity
and capital resources, and other 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,”
“projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” 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
section entitled “Risk Factors” 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 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, foreign currency volatility,
or due to domestic issues, such as government policies and regulations, tariffs, energy prices, market dynamics,
rising interest rates, inflation, 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 (defined hereafter); (3) competition from other available properties and e-commerce; (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 their ability to pay rent and/or expense reimbursements that are due
to us; (5) in the case of percentage rents, the sales volumes 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) earthquakes, 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 regulations, including those governing usage, zoning, the
environment, and 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
Item 1. Business
Brixmor Property Group Inc. and subsidiaries (collectively, “BPG”) is an internally-managed corporation that has
elected to be taxed as a 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 limited liability company interests of BPG
Subsidiary 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 or the context otherwise requires,
“we,” “our,” and “us” mean BPG and the Operating Partnership, collectively. We own and operate one of the largest
publicly-traded open-air retail portfolios by gross leasable area (“GLA”) in the United States (“U.S.”), comprised
primarily of community and neighborhood shopping centers. As of December 31, 2022, our portfolio was comprised
of 373 shopping centers (the “Portfolio”) totaling approximately 66 million square feet of GLA. Our high-quality
national Portfolio is primarily located within established trade areas in the top 50 Core-Based Statistical Areas
(“CBSAs”) 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 December 31, 2022, our three largest tenants by
annualized base rent (“ABR”) were The TJX Companies, Inc., The Kroger Co., and Burlington Stores, Inc. In the
opinion of our management, no material part of our business is dependent upon a single tenant, the loss of which
would have a material adverse effect on us, and no single tenant or shopping center accounted for 5% or more of our
consolidated revenues during 2022.
As of December 31, 2022, BPG beneficially owned, through its direct and indirect interest in BPG Sub and the
General Partner, 100% of the outstanding partnership common units (the “OP Units”) in the Operating Partnership.
The number of OP Units in the Operating Partnership beneficially owned by BPG is equivalent to the number of
outstanding shares of BPG’s common stock, and the entitlement of all OP Units to quarterly distributions and
payments in liquidation is substantially the same as those of BPG’s common stockholders. BPG’s common stock is
publicly traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “BRX.”
Management operates BPG and the Operating Partnership as one business. Because the Operating Partnership is
managed by BPG, and BPG conducts substantially all of its operations through the Operating Partnership, BPG’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 BPG’s board of directors as the Operating Partnership’s
board of directors.
1
Our Shopping Centers
The following table provides summary information regarding our Portfolio as of December 31, 2022:
Number of Shopping Centers
GLA (square feet)
Percent Billed
Percent Leased
Annualized Base Rent ("ABR") Per Square Foot (“PSF”)(1)
New, Renewal and Option Volume (square feet)(2)
New Lease Volume (square feet)(2)
New, Renewal and Option Rent Spread(2)(3)
New Rent Spread(2)(3)
Percent Grocery-anchored Shopping Centers(4)
Percent of ABR in Top 50 U.S. CBSAs
373
66.0 million
90%
94%
$16.19
10.6 million
3.3 million
12.7%
37.0%
72%
71%
(1) ABR represents contractual monthly base rent as of a specified date under leases that have been signed or commenced as of the
specified date, multiplied by 12. For purposes of calculating ABR, all signed or commenced leases with an initial term of one year or
greater are included. ABR PSF is calculated as ABR divided by leased GLA, excluding the GLA of lessee-owned leasehold
improvements.
(2) During the year ended December 31, 2022.
(3)
Represents the percentage change in contractual ABR PSF in the first year of the new lease relative to contractual ABR PSF in the last
year of the old lease. For purposes of calculating rent spreads, ABR PSF includes the GLA of lessee-owned leasehold improvements.
Based on comparable leases only, which consist of new leases signed on units that were occupied within the prior 12 months, renewal
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, and contractual renewal options exercised by tenants in the same location to extend the term of an expiring
lease. New leases signed on units that have been vacant for longer than 12 months, new leases signed on first generation space, and
new leases that are ancillary in nature regardless of term are deemed non-comparable and excluded from New Rent Spreads. Renewals
that include the expansion of an existing tenant into space that has been vacant for longer than 12 months and renewals that are
ancillary in nature regardless of term are deemed non-comparable and excluded from Renewal Rent Spreads.
(4) Based on number of shopping centers.
Business Objectives and Strategies
Our primary objective is to maximize total returns to our stockholders through consistent, sustainable growth in cash
flow. Our key strategies to achieve this objective include 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 our purpose-driven Corporate Responsibility (“CR”) strategy and
our commitment to environmental, social, and governance (“ESG”) issues.
Driving Internal Growth. Our primary drivers of internal growth include (i) embedded contractual rent escalations,
(ii) below-market rents that may be reset to market as leases expire, (iii) occupancy growth, and (iv) prudent expense
management, including proactively navigating inflationary pressure on operating costs and wages. Ongoing strong
new leasing productivity, with a key focus on merchandising and our enhanced underwriting processes, have also
enabled us to consistently improve the credit of our tenancy and the vibrancy and relevancy of our Portfolio to
retailers and consumers. During 2022, we executed 613 new leases representing approximately 3.3 million square
feet and 1,614 total leases, including new leases, renewals, and options, representing approximately 10.6 million
square feet.
We believe that rents across our Portfolio are well below market, which provides us with a key competitive
advantage in attracting and retaining tenants. During 2022, we achieved rent spreads on new leases of 37.0% and
blended rent spreads on new and renewal leases of 16.0% excluding options or 12.7% including options. Looking
forward, the weighted average expiring ABR PSF of anchor lease expirations through 2025, assuming no remaining
renewal options are exercised, is $10.23 compared to a weighted average ABR PSF of $13.56 for new anchor leases
signed during 2022.
Our high-quality, nationally diversified portfolio of community and neighborhood shopping centers continues to
benefit from the desire of many thriving retail platforms to locate in physical formats that provide greater access and
proximity to their customers, which has led to robust leasing demand and below-average tenant move-out activity,
driving record leased occupancy in 2022. We believe there is opportunity for further occupancy gains in our
Portfolio, particularly for spaces less than 10,000 square feet, as such spaces will continue to benefit from our value-
enhancing reinvestment initiatives. As of December 31, 2022, leased occupancy was a record 89.2% for spaces less
2
than 10,000 square feet, while our total leased occupancy was a record 93.8%. The spread between our total leased
occupancy and our total billed occupancy was 360 basis points and our total signed but not yet commenced lease
population, which includes an additional 70 basis points of GLA related to space that will soon be vacated by
existing tenants, represented 2.9 million square feet and $54.7 million of ABR, providing strong visibility on our
future growth.
Pursuing value-enhancing reinvestment opportunities. We believe that we have significant opportunities to realize
attractive risk-adjusted returns by investing capital in the repositioning and/or redevelopment of certain assets in our
Portfolio. Such initiatives are tenant driven and focus on upgrading our centers with strong, best-in-class retailers.
During 2022, we stabilized 30 anchor space repositioning, outparcel development, and redevelopment projects, with
a weighted average incremental net operating income (“NOI”) yield of 10% and an aggregate cost of $179.3 million.
As of December 31, 2022, we had 48 projects in process with an expected weighted average incremental NOI yield
of 9% and an aggregate anticipated cost of $342.9 million. In addition, we have identified a pipeline of future
reinvestment projects aggregating approximately $1.0 billion of potential capital investment, which we expect to
execute over the next several years at NOI yields that are generally consistent with those that we have recently
realized.
Prudently executing on acquisition and disposition activity. We actively pursue acquisition and disposition
opportunities in order to further concentrate our Portfolio in attractive retail submarkets and optimize the quality and
long-term growth rate of our asset base. In general, our acquisition strategy focuses on buying assets with strong
growth potential that are located in our existing markets and will allow us to leverage our operational platform and
expertise to create value, while our disposition strategy focuses on selling assets when we believe value has been
maximized, where there may be future downside risk, or where we have limited ability or desire to build critical
mass in a particular submarket. Our acquisition activity may include acquisitions of open-air shopping centers and
non-owned anchor spaces or outparcels at, or adjacent to, our shopping centers and the timing of acquisition and
disposition activity is often dependent on the transactions and capital markets environments.
During 2022, we acquired $409.7 million of assets, including transaction costs and closing credits, and generated
aggregate net proceeds of $277.0 million from property dispositions. Acquisitions were funded through a
combination of net proceeds from property dispositions and available cash.
Maintaining a Flexible Capital Structure Positioned for Growth. We believe our capital structure provides us with
the financial flexibility and capacity to fund our current capital needs as well as future growth opportunities. We
have access to multiple forms of capital, including secured property level debt, unsecured corporate level debt,
preferred equity, and common equity, which will allow us to efficiently execute on our strategic and operational
objectives. We have investment grade credit ratings from all three major credit rating agencies and during 2022, we
received a credit rating upgrade from Fitch Ratings and a positive credit rating outlook from S&P Global Ratings.
During 2022, we amended and restated our unsecured credit facility (the “Unsecured Credit Facility”), which is
comprised of a $1.25 billion revolving credit facility (the “Revolving Facility”) and a $300 million term loan
facility, in addition to a new $200 million delayed draw term loan (together, the “Term Loan Facility"). The
Unsecured Credit Facility amendment extended the maturities of the Revolving Facility and Term Loan Facility to
June 2026 and July 2027, respectively, while also improving pricing and adding a sustainability-linked pricing
component related to our continued reductions of greenhouse gas emissions. During 2022, we also renewed our
$400 million share repurchase program and our $400 million at-the-market equity offering program (“ATM”),
which together provide us with maximum flexibility to capitalize on a wide range of potential capital markets
environments and support the long-term execution of our balanced business plan.
Also, during 2022 we repaid $250.0 million of our senior unsecured notes due 2022 with available cash. As of
December 31, 2022, we had $1.35 billion of available liquidity, including $1.12 billion under our Revolving
Facility, $200.0 million under our delayed draw term loan, and $21.3 million of cash and cash equivalents and
restricted cash. We have no debt maturities in 2023 and have $500.0 million of debt maturities in June 2024.
Operating in a Socially Responsible Manner. We believe that prioritizing corporate responsibility is critical to
delivering consistent, sustainable growth. Our CR strategy is integrated throughout our organization and is focused
on creating partnerships that improve the social, economic, and environmental well-being of all our stakeholders
3
including our communities, employees, tenants, suppliers and vendors, and investors. Our strong commitment to
ESG issues directly aligns with our core values and our vision to be the center of the communities we serve.
Our ESG Steering Committee, which is comprised of executive and senior leadership from a variety of functional
areas, meets quarterly to set, implement, monitor, and communicate our CR strategy and related initiatives. Our
board of directors, through our Nominating and Corporate Governance Committee (“NCGC”) oversees our CR
initiatives to ensure that our actions consistently demonstrate our strong commitment to operating in an
environmentally and socially responsible manner. To facilitate their oversight, the NCGC and our board of directors
are provided with quarterly updates on our initiatives by our senior leadership team. CR objectives are included as
part of our executive officers' goals and the achievement of such goals impacts the individual performance portion of
their compensation.
We provide best-in-class, comprehensive CR disclosures, prepared in accordance with the Global Reporting
Initiative (“GRI”) Standards and in alignment with Sustainability Accounting Standards Board (“SASB”) and Task
Force on Climate-related Financial Disclosures (“TCFD”) reporting frameworks. We are a GRESB participant and a
signatory to the Science Based Targets initiative (“SBTI”).
•
Environmental Responsibility: In 2021, our ESG Steering Committee formalized the Company’s Climate
Change Policy, which articulates our strategy for the assessment of and response to the risks posed by
climate change and natural hazards to our properties, our tenants, and the communities we serve. As part of
this policy, we set a goal to achieve net zero carbon emissions by 2045 for areas under our operational
control. As a signatory of the SBTI, aligned with the 1.5 degree Celsius pathway, we are committed to an
interim reduction of greenhouse gas emissions by 50% by 2030 for areas under our operational control. As
of December 31, 2021, we have achieved a 38% reduction against this interim SBTI goal.
• Human Capital: As of December 31, 2022, we had 502 employees, including 500 full-time employees.
Our talented and committed employees are the foundation of our success. Together, we strive to promote a
culture that is supportive, collaborative, and inclusive, and that provides opportunities for both personal and
professional growth. We empower our employees to think and act like owners in order to create value for
all stakeholders. This approach enables us to attract and retain diverse and talented professionals while
fostering collaborative, skilled, and motivated teams. The pillars of our human capital strategy are:
•
Engagement: We believe that employees that are personally engaged in our vision to be the center of
the communities we serve and are connected with similarly engaged colleagues will be more effective
in their roles. We measure employee engagement through biennial employee surveys and utilize the
results from such surveys to continually improve our organization, enhancing benefits and various
other forms of support based on employee feedback. Our engagement and connectivity initiatives have
contributed to our 99% employee satisfaction score and 100% participation in annual performance
reviews and talent development discussions.
• Growth and Development: We encourage our employees to grow and develop their interests, skills,
and passions by providing learning opportunities along with professional and personal training. Our
annual talent development process is intended to provide a well-rounded perspective on individual
performance by recognizing employee strengths, identifying opportunities for growth, and developing
actionable plans for professional development. We foster employee growth by providing:
comprehensive training programs geared towards specific job functions; innovative development
programs, such as two-year intensive apprenticeship programs for entry level employees in leasing,
property management, and construction; Predictive Index Behavioral Assessments to enhance self-
awareness and effective collaboration; education assistance through reimbursements for tuition and
professional licensure; and “Personal Development Accounts,” which provide time off and expense
reimbursement for a personal or professional development activity chosen by the employee.
• Health and Well-being: Our commitment to the health and well-being of our employees is a crucial
component of our culture. We provide a wide-range of employee benefits including comprehensive
medical, prescription, dental and vision insurance coverage (the majority of which is paid for by the
Company); paid maternity, paternity, and adoption leave; matching 401(k) contributions; life
insurance, disability benefits, and spousal death benefits; and a variety of time off benefits. We also
encourage healthy lifestyles through initiatives such as: an annual wellness spending account; free
4
access to online applications such as Noom (for developing healthy eating and lifestyle habits) and
Headspace (for mindfulness and meditation); weekly live meditation breaks; health-oriented employee
competitions; and "Wellness Wednesdays," which include live demonstrations related to a variety of
healthy lifestyle topics. We also provide free access to licensed counselors to support mental health and
offer hybrid work schedules to maximize engagement, collaboration, and efficiency, while supporting
a healthy work-life balance.
•
Diversity, Equity, and Inclusion (“DEI”): We believe our performance is enhanced by an inclusive
environment that reflects the diversity of the communities we serve. We advocate for DEI in every part of
our organization and strive to create equal opportunities for all current and future employees. We believe a
culture based on DEI is critical to our ability to attract and retain talented employees and to deliver on our
strategic goals and objectives. Every year, each employee participates in culture and ethics training and
signs a pledge to commit to helping create and maintain an inclusive culture free from harassment based on
race, sexual orientation, gender, and other protected classes. Our DEI Leadership Council, comprised of
diverse senior leaders from a variety of functional areas, reports directly to our CEO and assists in
maintaining best practices and behaviors to enhance inclusion and promote equity and diversity. In
addition, our employee-led Employee Resource Group helps further the DEI Leadership Council's key
initiatives by bringing employees together to connect and learn. We also regularly feature DEI themes in
employee trainings and community events, such as our Big Brain Days.
We strive to ensure diversity of job candidates through partnerships with DEI focused organizations such as
ICSC Launch Academy and Sponsors For Educational Opportunity (SEO), which seek to provide summer
internship opportunities for racially diverse undergraduate students. We also assess pay equity periodically
as it relates to gender, race, and ethnicity based on a role/similar-role basis. On average, there is no pay gap
with respect to gender or race/ethnicity across the Company. Additionally, in 2021, our CEO signed the
CEO Action for Diversity & InclusionTM pledge, which is the largest CEO-driven business commitment to
advance DEI in the workplace. In 2022, we became a founding donor to Nareit's Dividends Through
Diversity, Equity, & Inclusion Giving Campaign, which supports charitable and educational organizations
and initiatives that will help create a more diverse, equitable, and inclusive REIT and publicly traded real
estate industry.
For more information on our CR strategy, goals, performance, and achievements, please visit our CR page
at https://www.brixmor.com/why-brixmor/corporate-responsibility. Information on our website is not
incorporated by reference herin and is not a part of this Annual Report on Form 10-K
Tenants
Our national portfolio is thoughtfully merchandised with non-discretionary and value-oriented retailers, as well as
consumer-oriented service providers, and is home to a broad mix of national and regional tenants and local
entrepreneurs. As of December 31, 2022, we had over 5,000 diverse tenants in our portfolio, including many vibrant
new retailers added over the past several years, and approximately 72% of our properties were anchored by a grocer.
See “Item 2. Properties” for further information on our 20 largest tenants.
Compliance with Government Regulations
We are subject to federal, state, and local regulations, including environmental regulations that apply generally to the
ownership of, and the operations conducted on, real property. As of December 31, 2022, we are not aware of any
environmental conditions or material costs of complying with environmental or other government regulations that
would have a material adverse effect on our overall business, financial condition, or results of operations. However,
it is possible that we are not aware of, or may become subject to, potential environmental liabilities or material costs
of complying with government regulations that could be material. See “Environmental conditions that exist at some
of the properties in our Portfolio could result in significant unexpected costs” and “Compliance with the Americans
with Disabilities Act, environmental laws, and fire, safety and other regulations may require us to make expenditures
that would adversely affect our financial condition, operating results, and cash flows” in Item 1A. “Risk Factors” for
further information regarding our risks related to government regulations.
5
Financial Information about Industry Segments
Our principal business is the ownership and operation of open-air retail shopping centers. We do not distinguish our
principal business or group our operations on a geographical basis for purposes of measuring performance.
Accordingly, we have a single reportable segment for disclosure purposes in accordance with U.S. generally
accepted accounting principles (“GAAP”).
REIT Qualification
We have been organized and operated in conformity with the requirements for qualification and taxation as a REIT
under U.S. federal income tax laws commencing with our taxable year ended December 31, 2011, have maintained
such requirements through our taxable year ended December 31, 2022, and intend to satisfy such requirements for
subsequent taxable years. As a REIT, we generally will not be subject to U.S. federal income tax on net taxable
income that we distribute annually to our stockholders. In order to qualify as a REIT for U.S. federal income tax
purposes, we must continually satisfy tests concerning, among other things, the real estate qualification of sources of
our income, the composition and value of our assets, the amounts we distribute to our stockholders, and the diversity
of ownership of our stock. In order to comply with REIT requirements, we may need to forgo otherwise attractive
opportunities or limit the manner in which we conduct our operations. See “Risks Related to our REIT Status and
Certain Other Tax Items” in Item 1A. “Risk Factors” for further information.
Executive Officers
As of December 31, 2022, each of our executive officers has been employed by us for more than five years and
included the following:
Name
James Taylor
Angela Aman
Position
President, Chief Executive Officer
Executive Vice President, Chief Financial Officer and
Treasurer
Brian T. Finnegan
Executive Vice President, Chief Revenue Officer
Mark T. Horgan
Executive Vice President, Chief Investment Officer
Steven F. Siegel
Carolyn Carter Singh (2)
Executive Vice President, General Counsel and Secretary
Executive Vice President, Chief Talent Officer
Year Joined(1)
Age
2016
2016
2004
2016
1991
2001
56
43
42
47
62
60
(1)
Includes predecessors of Brixmor Property Group Inc.
(2) Effective January 4, 2023, Shea Taylor, age 50, replaced Carolyn Carter Singh, upon her retirement, as Executive Vice President,
Chief Talent Officer
Corporate Headquarters
Brixmor Property Group Inc., a Maryland corporation, was incorporated in 2011. The Operating Partnership, a
Delaware limited partnership, was formed in 2011. Our principal executive offices are located at 450 Lexington
Avenue, New York, New York 10017, and our telephone number is (212) 869-3000.
Our website address is https://www.brixmor.com. Information on our website is not incorporated by reference herein
and is not a part of this Annual Report on Form 10-K. We make available free of charge on our website our Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to
those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the
“Exchange Act”), as soon as reasonably practicable after those reports are electronically filed with or furnished to
the SEC. We also make available through our website other reports filed with or furnished to the SEC under the
Exchange Act, including our proxy statements and reports filed by officers and directors under Section 16(a) of the
Exchange Act. You may access these filings by visiting “SEC Filings” under the “Financial Info” section of the
“Investors” portion of our website. In addition, the SEC maintains a website that contains reports, proxy and
information statements, and other information for issuers, such as us, that file electronically with the SEC at https://
www.sec.gov.
Financial and other material information regarding our company is routinely posted on and accessible at the
“Investors” portion of our website at https://www.brixmor.com. Investors and others should note that we use our
website as a channel of distribution of material information to our investors. Therefore, we encourage investors and
others interested in our company to review the information we post on the “Investors” portion of our website. In
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addition, you may enroll to automatically receive e-mail alerts and other information about our company by visiting
“Email Alerts” under the “Additional Info” section of the “Investors” portion of our website.
Dividend Reinvestment & Direct Stock Purchase Plan
Our registrar and stock transfer agent is Computershare Trust Company, N.A. We offer a Dividend Reinvestment
and Direct Stock Purchase Plan, providing shareholders and new investors with a simple and convenient method of
investing in additional shares of common stock without payment of transaction or processing fees, service charges,
or other expenses. Plan inquiries may be directed to (877) 373-6374, or (781) 575-2879 if located outside the U.S.
and Canada.
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Item 1A. Risk Factors
Risks Related to Our Portfolio and Our Business
Adverse economic, market, and real estate conditions may adversely affect our financial condition, operating
results, and cash flows.
Our Portfolio is predominantly comprised of community and neighborhood shopping centers. Our performance is,
therefore, subject to risks associated with owning and operating these types of real estate assets. See “Forward-
Looking Statements” included elsewhere in this Annual Report on Form 10-K for the factors that could affect our
rental income and/or property operating expenses and therefore adversely affect our financial condition, operating
results, and cash flows.
Recent significant increases in inflation and interest rates could adversely affect us and our tenants.
Inflation has significantly increased over the last two years and may continue to be elevated or increase further. The
efforts of the Federal Reserve to combat inflation have led to significant increases in interest rates. These increases
have resulted in higher operating and incremental borrowing costs for us and our tenants. Although the terms of our
leases, the duration of our indebtedness, and our relatively low exposure to floating rate debt have mitigated the
direct impact of inflation and interest rate increases, the degree and pace of these changes have had and may
continue to have impacts on our business, including as a result of a potential economic recession, which may lead to
higher levels of unemployment and decreases in consumer confidence and/or discretionary spending.
Public health crises, such as the COVID-19 pandemic, could materially and adversely affect our financial
condition, operating results, and cash flows.
A future public health crisis, such as the one experienced during the COVID-19 pandemic, could have repercussions
across domestic and global economies and financial markets. Government responses to such crises, including
quarantines, may force our tenants to temporarily close stores, reduce hours, or significantly limit service which may
result in significant economic contractions and a dramatic increase in national unemployment. The direct and
indirect impacts of these crises could adversely affect our financial condition, operating results, and cash flows.
We may be required to make rent or other concessions and/or incur significant capital expenditures to retain
existing tenants or attract new tenants.
There are numerous shopping venues, including regional malls, outlet malls, other shopping centers, and e-
commerce, which compete with our Portfolio in attracting and retaining retailers. As of December 31, 2022, leases
are scheduled to expire in our Portfolio on a total of approximately 8.6% of leased GLA during 2023. We may not
be able to renew or promptly re-lease expiring space and even if we do renew or re-lease such space, future rental
rates may be lower than current rates and other terms may not be as favorable. In addition, we may be required to
incur significant capital expenditures in order to retain existing tenants or attract new tenants. In these situations, our
financial condition, operating results, and cash flows could be adversely impacted.
Our active value-enhancing reinvestment program subjects us to risks that could adversely affect our financial
condition, operating results, and cash flows.
In order to maintain the attractiveness of our Portfolio to retailers and consumers, we actively reinvest in our assets
in the form of repositioning and redevelopments projects. In addition to the risks associated with real estate
investments in general, as described elsewhere, the risks associated with repositioning and redevelopment projects
include: (1) delays or failures in obtaining necessary zoning, occupancy, land use, and other governmental permits;
(2) abandonment of projects after expending resources to pursue such opportunities; (3) cost overruns;
(4) construction delays; and (5) failure to achieve expected occupancy and/or rent levels within the projected time
frame, if at all. If we fail to reinvest in our Portfolio or maintain its attractiveness to retailers and consumers, if our
capital improvements are not successful, or if retailers and consumers perceive that shopping at other venues
(including e-commerce) is more convenient, cost-effective, or otherwise more compelling, our financial condition,
operating results, and cash flows could be adversely impacted.
Significant retailer distress across our Portfolio could adversely affect our financial condition, operating results,
and cash flows.
Our income is substantially comprised of rental income from tenants in our Portfolio. Our income would be
adversely affected if a significant number of our tenants failed to make rental payments when due as a result of
either operating challenges or disruptions in credit markets that adversely affect the ability of our tenants to obtain
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financing on favorable terms or at all. If our tenants are unable to meet their rental obligations, renew leases, or enter
into new leases with us, our financial condition, operating results, and cash flows could be adversely impacted.
In certain circumstances, a tenant may have a right to terminate their lease. For example, a failure by an anchor
tenant to occupy their leased premises could potentially trigger lease termination rights or reductions in rent due
from certain other tenants in that shopping center. In the event of such lease terminations, we cannot be certain that
we will be able to re-lease space on similar or economically advantageous terms. The loss of rental income from a
significant number of tenants and difficulty in replacing such tenants could adversely affect our financial condition,
operating results, and cash flows.
We may be unable to collect outstanding balances and/or future contractual rents due from tenants that file for
bankruptcy protection.
When a tenant files for bankruptcy protection, we may not be able to collect amounts owed to us by that party prior
to the bankruptcy filing. In addition, after filing for bankruptcy protection, a tenant may terminate any or all of its
leases with us, which would result in a general unsecured claim against such tenant that would likely be worth less
than the full amount owed to us over the remainder of the lease term. In these situations, we cannot be certain that
we will be able to re-lease such space on similar or economically advantageous terms, which could adversely affect
our financial condition, operating results, and cash flows.
Our expenses may remain constant or increase, even if income from our Portfolio decreases.
Costs associated with our business, such as common area expenses, utilities, insurance, real estate taxes, and
corporate expenses, are relatively inflexible and generally do not decrease due to vacancy, decreasing rental rates,
rent collection issues, or other circumstances that may cause our revenues to decrease. In addition, inflation has and
could continue to result in higher operating costs. If we are unable to lower our operating costs when revenues
decline and/or are unable to fully pass along cost increases to our tenants, our financial condition, operating results,
and cash flows could be adversely impacted.
Our real estate investments are relatively illiquid and we may not be able to dispose of assets in a timely manner,
on favorable terms, or at all.
Our ability to dispose of properties on advantageous terms depends on factors beyond our control, including
competition from other sellers and the availability of attractive financing for potential buyers, and we cannot predict
the various market conditions affecting real estate investments that will exist at any particular time in the future. We
may be required to expend funds to correct defects or to make capital improvements before a property can be sold
and we cannot be certain that we will have the funds available to make such capital improvements; therefore, we
may be unable to sell a property on favorable terms or at all. In addition, the ability to sell assets in our Portfolio
may also be restricted by certain covenants in our debt agreements, such as the credit agreement governing our
Unsecured Credit Facility. As a result, we may be unable to realize our investment objectives through dispositions,
which could adversely affect our financial condition, operating results, and cash flows.
Our real estate assets may be subject to impairment charges.
We periodically assess whether there are any indicators, including property operating performance, changes in
anticipated hold period, and general market conditions, that the carrying value of our real estate assets (including
any related intangible assets or liabilities) may be impaired. A property’s value is considered to be impaired only if
the estimated aggregate future undiscounted and unleveraged property operating cash flows, taking into account the
anticipated probability-weighted hold period, are less than the carrying value of the property. Impairment charges
have an immediate direct impact on our earnings. We have taken impairment charges on certain of our assets in the
past and there can be no assurance that we will not take additional charges in the future. Any future impairment
could have an adverse effect on our operating results in the period in which the charge is recognized.
We face competition in pursuing acquisition opportunities, which could increase the cost of such acquisitions
and/or limit our ability to grow. To the extent that we are able to complete acquisitions, we may not be able to
generate expected returns or successfully integrate such acquisitions into our existing operations.
We continue to evaluate the market for potential acquisitions and we may acquire properties when we believe
strategic opportunities exist. Our ability to acquire properties on favorable terms and successfully integrate, operate,
reposition, or redevelop such properties is subject to several risks. We may be unable to acquire desired properties
9
because of competition from other real estate investors, including from other well-capitalized REITs and
institutional investment funds. Even if we are able to acquire desired properties, competition from such investors
may significantly increase the price we must pay. In certain circumstances, we may abandon acquisition activities
after expending significant resources to pursue such opportunities. Once we acquire new properties, these properties
may not yield expected returns for several reasons, including: (1) failure to achieve expected occupancy and/or rent
levels within the projected time frame, if at all; (2) inability to successfully integrate new properties into existing
operations; and (3) fluctuations in the general economy, including due to the time lag between signing definitive
documentation to acquire a new property and the closing of the acquisition. If any of these events occur, our
financial condition, operating results, and cash flows could be adversely impacted.
We utilize a significant amount of indebtedness in the operation of our business. Required debt service payments
and other risks related to our debt financing could adversely affect our financial condition, operating results, and
cash flows.
As of December 31, 2022, we had approximately $5.0 billion aggregate principal amount of indebtedness
outstanding. Our indebtedness could have important consequences to us. For example, it could (1) require us to
dedicate a substantial portion of our cash flow to principal and interest payments, reducing the cash flow available to
fund our business, pay dividends, including those necessary to maintain our REIT qualification, or use for other
purposes; (2) increase our vulnerability to an economic downturn or various competitive pressures, as debt payments
are not reduced if the economic performance of any property, or the Portfolio as a whole, deteriorates; and (3) limit
our flexibility to respond to changing business and economic conditions. In addition, non-compliance with the terms
of our debt agreements could result in the acceleration of a significant amount of indebtedness and could materially
impair our ability to borrow unused amounts under existing financing arrangements or to obtain additional financing
on favorable terms or at all. Any of these outcomes could adversely affect our financial condition, operating results,
and cash flows.
Our variable rate indebtedness subjects us to interest rate risk, and an increase in our debt service obligations
may adversely affect our financial condition, operating results, and cash flows.
During 2022, interest rates increased significantly and may further increase in the future. As of December 31, 2022,
$300.0 million of borrowings under our Term Loan Facility and $125.0 million of borrowings under our Revolving
Facility bear interest at variable rates. In addition, we had $1.1 billion of available liquidity under our Revolving
Facility and a $200.0 million delayed draw available under the Term Loan Facility, both of which would bear
interest at variable rates upon borrowing. When interest rates increase, our debt service obligations on the variable
rate indebtedness increase even though the amount borrowed remains the same, and our net income and cash flows
correspondingly decrease. In order to partially mitigate our exposure to interest rate risk, we have entered into
interest rate swap agreements on $300.0 million of our variable rate debt, which involve the exchange of variable for
fixed rate interest payments. Taking into account our current interest rate swap agreements, a 100 basis point
increase in interest rates would result in a $1.3 million increase in annual interest expense.
We may be unable to obtain additional capital through the debt and equity markets on favorable terms or at all.
As a REIT, we must annually distribute at least 90% of our REIT taxable income to our stockholders. As a result, we
depend on internally generated free cash flow, proceeds from asset sales, and capital raises in the debt and equity
markets to fund our business. Our access to external capital depends upon several factors, including general market
conditions, our current and potential future earnings, the market’s perception of our growth potential, our liquidity
and leverage ratios, and our cash distributions. Additionally, interest rates have increased significantly during 2022
and may increase in the future. Increased interest rates negatively affect our ability to efficiently refinance our
outstanding debt. Consequently, we cannot provide assurance that we will be able to access the debt and equity
capital markets on favorable terms or at all. Our inability to obtain debt or equity capital could result in the
disruption of our ability to: (1) operate, maintain or reinvest in our Portfolio; (2) repay or refinance our indebtedness
on or before maturity; (3) acquire new properties; or (4) dispose of some of our assets on favorable terms due to an
immediate need for capital. As a result, our financial condition, operating results, and cash flows be adversely
impacted.
Adverse changes in our credit rating could affect our borrowing ability and the terms of existing or new
financing.
Our creditworthiness is rated by nationally recognized credit rating agencies. The credit ratings assigned are based
on our operating performance, liquidity and leverage ratios, financial condition and prospects, and other factors
10
viewed by the credit rating agencies as relevant to our industry. Our credit rating can affect our ability to access debt
capital, as well as the terms of certain existing and potential future debt financings. Since we depend on debt
financing to fund our business, an adverse change in our credit rating, including changes in our credit outlook, or
even the initiation of a review of our credit rating that could result in an adverse change, could adversely affect our
financial condition, operating results, and cash flows.
Covenants in our debt agreements could, under certain circumstances, result in an acceleration of our
indebtedness.
Our debt agreements contain various financial and operating covenants, including, among other things, certain
coverage ratios and limitations on our ability to incur secured and unsecured debt. A breach of any of these
covenants, if not cured within any applicable cure period, could result in a default and acceleration of certain of our
indebtedness. If any of our indebtedness is accelerated prior to maturity, we may not be able to repay or refinance
such indebtedness on favorable terms, or at all, which could adversely affect our financial condition, operating
results, and cash flows.
An uninsured property loss or a loss that exceeds the limits of our insurance policies could result in a loss of our
investment or revenue associated with those properties.
We carry comprehensive liability, fire, extended coverage, business interruption, and acts of terrorism insurance
with policy specifications and insured limits customarily carried for similar properties. There are, however, certain
types of losses, such as from hurricanes, tornadoes, floods, earthquakes, terrorism, or wars, where coverages are
limited or deductibles may be higher. In addition, tenants generally are required to indemnify and hold us harmless
from liabilities resulting from injury to persons or damage to personal or real property on the premises due to
activities conducted by tenants or their agents on the properties (including without limitation any environmental
contamination), and to obtain liability and property damage insurance policies at the tenant’s expense, kept in full
force during the term of the lease. However, tenants may not properly maintain their insurance policies or have the
ability to pay the deductibles associated with such policies. Should a loss occur that is uninsured or in an amount
exceeding the combined aggregate limits for the policies noted above, or in the event of an insured loss that is
subject to a substantial deductible, we could lose all or part of the capital invested in, and anticipated revenue from,
one or more properties, which could adversely affect our financial condition, operating results, and cash flows.
Environmental conditions that exist at some of the properties in our Portfolio could result in significant
unexpected costs.
We are subject to federal, state, and local environmental regulations that apply generally to the ownership of, and the
operations conducted on, real property. Under various federal, state, and local laws, ordinances, and regulations, we
may be or become liable for the costs of removal or remediation of certain hazardous or toxic substances released on
or in our properties or disposed of by us or our tenants, as well as certain other potential costs that could relate to
hazardous or toxic substances (including governmental fines and injuries to persons and property). Such liability
may be imposed whether or not we knew of, or were responsible for, the presence of these hazardous or toxic
substances. As is the case with many community and neighborhood shopping centers, many of our properties had or
have on-site dry cleaners and/or on-site gas stations, the prior or current use of which could potentially increase our
environmental liability exposure. The costs of investigation and removal or remediation of such substances may be
substantial, and the presence of such substances, or the failure to properly remediate such substances, may adversely
affect our ability to lease such property, to borrow funds using such property as collateral, or to dispose of such
property.
In addition, certain of our properties may contain asbestos-containing building materials (“ACBM”). Environmental
laws require that ACBM be properly managed and maintained, and may impose fines and penalties on building
owners or operators for failure to comply with these requirements. The laws also may allow third parties to seek
recovery from owners or operators for personal injury associated with exposure to asbestos fibers.
Finally, we can provide no assurance that we are aware of all potential environmental liabilities or that the
environmental studies performed by us have identified or will identify all material environmental conditions that
may exist with respect to any of the properties in our Portfolio; that any previous owner, occupant, or tenant did not
create any material environmental condition unknown to us; that our properties will not be affected by tenants or
nearby properties or other unrelated third parties; or that changes in environmental laws and regulations will not
result in additional environmental liabilities to us.
11
Further information relating to recognition of remediation obligations in accordance with GAAP is discussed under
the heading “Environmental matters” in Note 15 – Commitments and Contingencies to our Consolidated Financial
Statements in this report.
Compliance with the Americans with Disabilities Act, fire, safety, environmental, and other regulations may
require us to make expenditures that could adversely affect our financial condition, operating results, and cash
flows.
All of the properties in our Portfolio are required to comply with the Americans with Disabilities Act (“ADA”). The
ADA has separate compliance requirements for “public accommodations” and “commercial facilities,” but generally
requires that buildings be made accessible to people with disabilities. Compliance with the ADA requirements may
necessitate the removal of access barriers and non-compliance could result in the imposition of fines by the U.S.
government, awards of damages to private litigants, or both. We are continually assessing our Portfolio to determine
our compliance with the current requirements of the ADA. We are required to comply with the ADA within the
common areas of our Portfolio and we may not be able to pass on to our tenants the costs necessary to remediate any
common area ADA issues, which could adversely affect our financial condition, operating results, and cash flows. In
addition, we are required to operate the properties in compliance with fire, safety, and environmental regulations,
building codes, and other regulations, as they may be adopted by governmental bodies and become applicable to our
Portfolio. As a result, we may be required to make substantial capital expenditures to comply with, and we may be
restricted in our ability to renovate or redevelop properties subject to, those requirements. Further, compliance with
new or more stringent laws or regulations or stricter interpretations of existing laws may require us to make
additional capital expenditures. For example, various federal, state, and local laws and regulations have been
implemented or are under consideration to mitigate the effects of climate change caused by greenhouse gas
emissions. Among other things, “green” building codes may seek to reduce emissions through the imposition of
standards for design, construction materials, water and energy usage and efficiency, and waste management. These
requirements could increase the costs of maintaining or improving the properties in our Portfolio and could also
result in increased compliance costs or additional operating restrictions that could adversely impact the businesses of
our tenants and their ability to pay rent, which could adversely affect our financial condition, operating results, and
cash flows.
We and our tenants face risks relating to cybersecurity attacks that could cause the loss of confidential
information or other business disruptions.
We rely extensively on computer systems to operate and manage our business and process transactions, and as a
result, our business is at risk from, and may be impacted by, cybersecurity attacks. These attacks could include
attempts to gain unauthorized access to our data and/or computer systems. Attacks may be undertaken by individuals
or may be highly organized attempts by very sophisticated organizations. We employ a variety of measures to
prevent, detect, and mitigate these threats, which include password protection, frequent mandatory password change
events, multi-factor authentication, mandatory employee trainings, firewall detection systems, frequent backups, a
redundant data system for core applications, and annual penetration testing; however, there is no guarantee that such
efforts will be successful in preventing or mitigating a cybersecurity attack. A cybersecurity attack, such as a
ransomware attack, could compromise the confidential information, including the personally identifiable
information, of our employees, tenants, and vendors, disrupt the proper functioning of our networks, result in
misstated financial reports or covenants under various financing agreements, and/or missed reporting deadlines,
prevent us from properly monitoring our REIT qualification, result in our inability to maintain the building systems
relied upon by our tenants for the efficient use of their leased space, or require significant management attention and
resources to remedy any damages that result. A successful attack could also damage our reputation and result in
significant remediation costs and potential litigation. Similarly, our tenants rely extensively on computer systems to
process transactions and manage their businesses and thus are also at risk from, and may be impacted by,
cybersecurity attacks. A cybersecurity attack experienced by us or one of our tenants that results in an interruption in
business operations and/or a deterioration in reputation could adversely affect our financial condition, operating
results, and cash flows. As of December 31, 2022, we have not had any material incidences involving cybersecurity
attacks.
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The direct and indirect impact on us and our tenants from severe weather, flooding, and other effects of climate
change, and the economic and reputational impacts of the transition to non-carbon based energy, could adversely
affect our financial condition, operating results, and cash flows.
Our properties have been and may in the future be adversely impacted by flooding, wildfires, high winds and other
effects of severe weather conditions that may be caused or exacerbated by climate change. These events can result in
property closures, property damage, and delays in value-enhancing reinvestment stabilizations, and may adversely
impact the operations of our tenants. Even if these events do not directly impact our properties, they have impacted
and may continue to impact us and our tenants through increases in insurance, energy or other costs. In addition, the
ongoing transition to non-carbon based energy presents certain risks for us and our tenants, including risks related to
high energy costs and energy shortages, among other things. Changes in laws or regulations, including federal, state,
or local laws, relating to climate change could result in increased capital expenditures to improve the energy
efficiency of our properties.
Risks Related to Our Organization and Structure
BPG’s board of directors may change significant corporate policies without stockholder approval.
BPG’s investment, financing, and dividend policies and our policies with respect to all other business activities,
including strategy and operations, will be determined by BPG’s board of directors. These policies may be amended
or revised at any time and from time to time at the discretion of BPG’s board of directors without a vote of our
stockholders. BPG’s charter also provides that BPG’s board of directors may revoke or otherwise terminate our
REIT election without the approval of BPG’s stockholders if it determines that it is no longer in BPG’s best interests
to continue to qualify as a REIT. In addition, BPG’s board of directors may change BPG’s policies with respect to
conflicts of interest, provided that such changes are consistent with applicable legal requirements. A change in any
of these policies could have an adverse effect on our financial condition, operating results, and cash flows.
BPG’s board of directors may approve the issuance of stock, including preferred stock, with terms that may
discourage a third party from acquiring us.
BPG’s charter permits its board of directors to authorize the issuance of stock in one or more classes or series. Our
board of directors may also classify or reclassify any unissued stock and establish the preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms
and conditions of redemption of any such stock, which rights may be superior to those of our common stock. Thus,
BPG’s board of directors could authorize the issuance of shares of a class or series of stock with terms and
conditions that could have the effect of discouraging an unsolicited acquisition of us or a change of our control in
which holders of some or a majority of BPG’s outstanding common stock may receive a premium for their shares
over the then-current market price of our common stock.
The rights of BPG and BPG's stockholders to take action against BPG’s directors and officers are limited.
BPG’s charter eliminates the liability of BPG’s directors and officers to us and BPG’s stockholders for money
damages to the maximum extent permitted under Maryland law. Under Maryland law and BPG’s charter, BPG’s
directors and officers do not have any liability to BPG or BPG’s stockholders for money damages other than liability
resulting from:
•
•
the actual receipt of an improper benefit or profit in money, property, or services; or
active and deliberate dishonesty by the director or officer that was established by a final judgment and is
material to the cause of action adjudicated.
BPG’s charter authorizes, and BPG’s bylaws require, BPG to indemnify each of BPG’s directors and officers who is
made a party to or witness in a proceeding by reason of his or her service in those capacities (or in a similar capacity
at another entity at the request of BPG), to the maximum extent permitted under Maryland law, from and against any
claim or liability to which such person may become subject by reason of his or her status as a present or former
director or officer of BPG. In addition, BPG may be obligated to pay or reimburse the expenses incurred by BPG’s
present and former directors and officers without requiring a preliminary determination of their ultimate entitlement
to indemnification. As a result, BPG and BPG’s stockholders may have more limited rights to recover money
damages from BPG’s directors and officers than might otherwise exist absent these provisions in BPG’s charter and
bylaws or that might exist with other companies, which could limit the recourse of stockholders.
13
BPG’s charter contains a provision that expressly permits BPG’s non-employee directors to compete with us.
BPG’s charter provides that, to the maximum extent permitted under Maryland law, BPG renounces any interest or
expectancy that BPG has in, or any right to be offered an opportunity to participate in, any business opportunities
that are from time to time presented to or developed by BPG’s directors or their affiliates, other than to those
directors who are employed by BPG or BPG’s subsidiaries, unless the business opportunity is expressly offered or
made known to such person in his or her capacity as a director. Non-employee directors or any of their affiliates will
not have any duty to communicate or offer such transaction or business opportunity to us or to refrain from
engaging, directly or indirectly, in the same or similar business activities or lines of business in which we or our
affiliates engage or propose to engage. These provisions may deprive us of opportunities which we may have
otherwise wanted to pursue.
BPG’s charter provides that, to the maximum extent permitted under Maryland law, each of BPG’s non-employee
directors, and any of their affiliates, may:
•
•
acquire, hold, and dispose of shares of BPG’s stock or OP Units for his or her own account or for the
account of others, and exercise all of the rights of a stockholder of Brixmor Property Group Inc. or a
limited partner of our Operating Partnership, to the same extent and in the same manner as if he, she, or
they were not BPG’s director or stockholder; and
in his, her, or their personal capacity or in his, her, or their capacity as a director, officer, trustee,
stockholder, partner, member, equity owner, manager, advisor, or employee of any other person, have
business interests and engage, directly or indirectly, in business activities that are similar to ours or compete
with us, that involve a business opportunity that we could seize and develop or that include the acquisition,
syndication, holding, management, development, operation, or disposition of interests in mortgages, real
property, or persons engaged in the real estate business.
Risks Related to our REIT Status and Certain Other Tax Items
If BPG does not maintain its qualification as a REIT, it will be subject to tax as a regular corporation and could
face a substantial tax liability.
BPG intends to continue to operate so as to qualify as a REIT under the Internal Revenue Code of 1986, as amended
(the “Code”). However, qualification as a REIT involves the application of highly technical and complex Code
provisions for which only a limited number of judicial or administrative interpretations exist. Notwithstanding the
availability of cure provisions in the Code, BPG could fail to meet various compliance requirements, which could
jeopardize its REIT status. Furthermore, new tax legislation, administrative guidance, or court decisions, in each
instance potentially with retroactive effect, could make it more difficult or impossible for BPG to qualify as a REIT.
If BPG fails to qualify as a REIT in any taxable year and BPG is not entitled to relief under applicable statutory
provisions:
•
•
BPG would be taxed as a non-REIT “C” corporation, which under current laws, among other things, means
being unable to deduct dividends paid to stockholders in computing taxable income and being subject to
U.S. federal income tax on its taxable income at regular corporate income tax rates, which would reduce
BPG’s cash flows and funds available for distribution to stockholders; and
BPG would be disqualified from taxation as a REIT for the four taxable years following the year in which it
failed to qualify as a REIT.
The Internal Revenue Service (“IRS”), the U.S. Treasury Department, and Congress frequently review U.S. federal
income tax legislation, regulations, and other guidance. BPG cannot predict whether, when, or to what extent new
U.S. federal tax laws, regulations, interpretations, or rulings will be adopted. Any legislative action may
prospectively or retroactively modify BPG’s tax treatment and, therefore, may adversely affect taxation of BPG or
BPG’s stockholders. Stockholders should consult with their tax advisors with respect to the status of legislative,
regulatory, or administrative developments and proposals and their potential effect on an investment in BPG’s stock.
Complying with REIT requirements may force BPG to liquidate or restructure investments or forgo otherwise
attractive investment opportunities, and/or may discourage BPG from disposing of certain assets.
In order to qualify as a REIT, BPG must satisfy various requirements relating to the types of assets it holds and the
nature of its income. In order to satisfy these technical requirements, BPG may be required to liquidate from its
14
portfolio, or contribute to a taxable REIT subsidiary, otherwise attractive investments in order to maintain its
qualification as a REIT. These actions could reduce BPG’s income and amounts available for distribution to its
stockholders.
In addition, the REIT provisions of the Code impose a 100% tax on income from “prohibited transactions.”
Prohibited transactions generally include sales of assets, other than foreclosure property, that constitute inventory or
other property held for sale to customers in the ordinary course of business. Although BPG does not intend to hold
any properties that would be characterized as held for sale to customers in the ordinary course of business, unless a
sale or disposition qualifies under certain statutory safe harbors, such characterization is a factual determination and
no guarantee can be given that the IRS would agree with BPG’s characterization of its properties or that BPG will be
able to make use of the otherwise available safe harbors. The resulting 100% tax could affect BPG’s decisions to sell
certain properties if it believes such sales could be treated as prohibited transactions. However, BPG would not be
subject to this tax if it were to sell such assets through a taxable REIT subsidiary, instead incurring tax on the asset
sale at regular corporate tax rates.
BPG’s charter does not permit any person to own more than 9.8% of BPG’s outstanding common stock or of
BPG’s outstanding stock of all classes or series, and attempts to acquire BPG’s common stock or BPG’s stock of
all classes or series in excess of these limits would not be effective without an exemption from these limits by
BPG’s board of directors.
For BPG to qualify as a REIT under the Code, not more than 50% of the value of BPG’s outstanding stock may be
owned directly or indirectly by five or fewer individuals (including certain entities treated as individuals for this
purpose) during the last half of a taxable year. For the purpose of assisting BPG’s qualification as a REIT for U.S.
federal income tax purposes, among other purposes, BPG’s charter prohibits beneficial or constructive ownership by
any individual of more than a certain percentage, currently 9.8%, in value or by number of shares, whichever is
more restrictive, of the outstanding shares of BPG’s common stock or 9.8% in value of the outstanding shares of
BPG’s capital stock, which BPG refers to as the “ownership limit.” The constructive ownership rules under the Code
and BPG’s charter are complex and may cause shares of the outstanding common stock owned by a group of related
individuals to be deemed to be constructively owned by one individual. As a result, the acquisition of less than 9.8%
of BPG’s outstanding common stock or BPG’s capital stock by an individual could cause the individual to own
constructively in excess of 9.8% of BPG’s outstanding common stock or BPG’s capital stock, respectively, and thus
violate the ownership limit. Any attempt to own or transfer shares of BPG’s stock in excess of the ownership limit
without an exemption from BPG’s board of directors will result either in the shares in excess of the limit being
transferred by operation of the charter to a charitable trust or the original transfer being void, and the individual who
attempted to acquire such excess shares will not have any rights in such excess shares. In addition, there can be no
assurance that BPG’s board of directors, as permitted in the charter, will not decrease this ownership limit in the
future.
The ownership limit may have the effect of precluding a change in control of BPG by a third party, even if such
change in control would be in the best interests of BPG’s stockholders or would result in BPG’s stockholders
receiving a premium for their shares over the then-current market price of BPG’s common stock, and even if such
change in control would not reasonably jeopardize BPG’s REIT status.
BPG may choose to make distributions in BPG’s own stock, in which case stockholders may be required to pay
income taxes without receiving any cash dividends.
In connection with BPG’s qualification as a REIT, BPG is required to annually 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. Although it does not currently intend to do so, in order to satisfy this requirement, BPG is permitted,
subject to certain conditions and limitations, to make distributions that are in whole or in part payable in shares of
BPG’s stock. Taxable stockholders receiving such distributions will be required to include a portion, if not all, of
such distributions as ordinary dividend income. As a result, stockholders may be required to pay income taxes with
respect to such distributions in excess of the cash portion of the distribution received and may be required to sell
shares received in such distribution or may be required to sell other stock or assets owned by them, at a time that
may be disadvantageous, in order to satisfy any tax imposed on such distribution. In addition, if a significant number
of BPG’s stockholders elect to sell shares of BPG’s stock in order to pay taxes owed on dividend income, such sales
may put downward pressure on the market price of BPG’s stock.
15
Item 1B. Unresolved Staff Comments
None.
16
Item 2. Properties
As of December 31, 2022, our Portfolio was comprised of 373 shopping centers totaling approximately 66 million
square feet of GLA. Our high-quality national Portfolio is primarily located within established trade areas in the top
50 CBSAs 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 December 31, 2022, our three largest tenants by
ABR were The TJX Companies, Inc., The Kroger Co., and Burlington Stores, Inc.
The following table summarizes our top 20 tenants by ABR, as of December 31, 2022 (dollars in thousands, except
for PSF amounts):
Retailer
The TJX Companies, Inc.
The Kroger Co.
Burlington Stores, Inc.
Dollar Tree Stores, Inc.
Publix Super Markets, Inc.
Ross Stores, Inc
L.A Fitness International, LLC
Ahold Delhaize
Amazon.com, Inc. / Whole Foods
Market Services, Inc.
Albertson's Companies, Inc
PetSmart, Inc.
Kohl's Corporation
Five Below, Inc.
Ulta Beauty, Inc.
PETCO Animal Supplies, Inc.
Big Lots, Inc.
Party City Holdco Inc.
The Michaels Companies, Inc.
Staples, Inc.
Bed Bath & Beyond, Inc.
TOP 20 RETAILERS
Owned
Leases
Leased GLA
Percent of
GLA
ABR
ABR PSF(1)
Percent of
ABR
87
44
36
121
31
39
14
18
15
14
27
14
49
32
34
32
28
21
21
19
2,595,054
2,993,862
1,567,993
1,405,068
1,431,891
1,017,273
566,362
981,884
567,970
750,202
594,706
1,095,329
445,679
356,831
463,715
1,035,469
410,595
472,884
442,469
479,461
3.9 % $
31,808 $
4.5 %
2.4 %
2.1 %
2.2 %
1.5 %
0.9 %
1.5 %
0.9 %
1.1 %
0.9 %
1.7 %
0.7 %
0.5 %
0.7 %
1.6 %
0.6 %
0.7 %
0.7 %
0.7 %
22,648
17,989
15,945
14,552
12,850
10,994
10,676
9,930
9,638
9,483
8,896
8,666
8,346
8,080
7,845
6,293
6,169
5,373
5,324
696
19,674,697
29.8 % $
231,505 $
12.26
7.56
11.47
11.35
10.16
12.63
19.41
10.87
17.48
12.85
15.95
8.12
19.44
23.39
17.42
7.58
15.33
13.05
12.14
11.10
11.77
3.4 %
2.4 %
1.9 %
1.7 %
1.5 %
1.4 %
1.2 %
1.1 %
1.1 %
1.0 %
1.0 %
0.9 %
0.9 %
0.9 %
0.9 %
0.8 %
0.7 %
0.7 %
0.6 %
0.6 %
24.7 %
(1) ABR PSF is calculated as ABR divided by leased GLA, excluding the GLA of lessee-owned leasehold improvements.
17
The following table summarizes the geographic diversity of our Portfolio by state, ranked by ABR, as of
December 31, 2022 (dollars in thousands, expect for PSF amounts):
Number of
Properties
GLA
Percent
Billed
Percent
Leased
ABR
ABR PSF(1)
State
1 Florida
2 California
3 Texas
4 New York
5 Pennsylvania
6 Illinois
7 New Jersey
8 Georgia
9 North Carolina
10 Michigan
11 Ohio
12 Connecticut
13 Tennessee
14 Colorado
49
28
48
27
25
17
16
27
15
15
13
10
7
7
8,404,624
92.6 %
95.7 % $ 128,520 $
5,248,351
92.2 %
96.1 % 107,776
7,288,897
89.9 %
92.3 % 106,127
3,463,005
92.9 %
95.9 %
68,652
4,555,884
90.8 %
95.5 %
67,212
4,322,356
84.6 %
86.8 %
53,124
2,821,968
87.9 %
96.9 %
46,153
3,786,901
89.1 %
94.7 %
45,585
3,317,924
93.3 %
96.7 %
40,689
2,803,004
90.0 %
92.5 %
35,033
2,872,779
87.9 %
92.1 %
34,781
1,673,845
83.9 %
89.6 %
23,628
1,791,013
96.8 %
97.0 %
22,991
1,593,917
93.0 %
95.8 %
22,524
15 Massachusetts
10
1,507,803
91.4 %
95.8 %
19,818
16 Kentucky
17 South Carolina
18 Minnesota
19 Indiana
20 Virginia
21 New Hampshire
22 Wisconsin
23 Maryland
24 Missouri
25 Alabama
26 Kansas
27 Oklahoma
28 Vermont
29 Maine
30 Arizona
31 Iowa
32 West Virginia
TOTAL
7
8
9
5
6
5
4
2
4
1
2
1
1
1
1
1
1
1,683,212
92.7 %
95.2 %
18,808
1,441,400
83.5 %
89.1 %
17,961
1,269,831
88.5 %
88.8 %
16,236
1,212,380
93.4 %
96.2 %
14,186
826,116
91.1 %
93.7 %
10,565
670,250
88.6 %
95.3 %
566,588
86.3 %
92.0 %
371,904
98.4 %
99.2 %
495,523
90.1 %
91.7 %
410,401
82.9 %
85.8 %
376,599
95.5 %
96.0 %
193,276
100.0 % 100.0 %
223,314
90.0 %
90.0 %
287,533
95.5 %
95.5 %
165,350
67.1 %
79.3 %
269,705
70.3 %
73.9 %
75,344
8.4 %
44.8 %
9,034
6,287
6,252
4,613
4,369
3,667
2,081
1,934
1,875
1,825
1,657
527
373
65,990,997
90.2 % 93.8 % $ 944,490 $
Percent of
Number of
Properties
Percent
of GLA
Percent
of ABR
13.0 %
12.8 %
7.5 %
8.0 %
12.9 %
11.0 %
13.5 %
11.4 %
11.2 %
7.2 %
6.7 %
4.6 %
4.3 %
7.2 %
4.0 %
4.0 %
3.5 %
2.7 %
1.9 %
1.9 %
2.7 %
1.9 %
2.1 %
2.4 %
1.3 %
1.6 %
1.3 %
1.1 %
0.5 %
1.1 %
0.3 %
0.5 %
0.3 %
0.3 %
0.3 %
0.3 %
0.3 %
0.3 %
5.2 %
6.9 %
6.5 %
4.3 %
5.7 %
5.0 %
4.2 %
4.4 %
2.5 %
2.7 %
2.4 %
2.3 %
2.6 %
2.2 %
1.9 %
1.8 %
1.3 %
1.0 %
0.9 %
0.6 %
0.8 %
0.6 %
0.6 %
0.3 %
0.3 %
0.4 %
0.3 %
0.4 %
0.1 %
7.3 %
7.1 %
5.6 %
4.9 %
4.8 %
4.3 %
3.7 %
3.7 %
2.5 %
2.4 %
2.4 %
2.1 %
2.0 %
1.9 %
1.7 %
1.5 %
1.1 %
1.0 %
0.7 %
0.7 %
0.5 %
0.5 %
0.4 %
0.2 %
0.2 %
0.2 %
0.2 %
0.2 %
0.1 %
100.0 % 100.0 % 100.0 %
16.31
22.88
16.25
21.09
18.92
14.70
17.91
13.09
13.34
14.14
15.36
15.84
13.56
15.67
15.46
13.01
14.28
15.71
12.27
14.81
14.75
12.07
17.31
10.22
12.70
13.05
10.77
9.63
17.65
13.92
8.32
15.61
16.19
(1) ABR PSF is calculated as ABR divided by leased GLA, excluding the GLA of lessee-owned leasehold improvements.
The following table summarizes certain information for our Portfolio by unit size, as of December 31, 2022 (dollars
in thousands, expect for PSF amounts):
Number of
Units
GLA
Percent of
GLA
Percent
Billed
Percent
Leased
ABR
ABR PSF(1)
Percent of
ABR
≥ 35,000 SF
20,000 – 34,999 SF
10,000 – 19,999 SF
5,000 – 9,999 SF
< 5,000 SF
TOTAL
420
23,857,818
493
12,852,347
617
8,419,454
1,110
7,657,600
6,189
13,203,778
36.1 %
19.5 %
12.8 %
11.6 %
20.0 %
8,829
65,990,997
100.0 %
TOTAL ≥ 10,000 SF
1,530
45,129,619
TOTAL < 10,000 SF
7,299
20,861,378
68.4 %
31.6 %
94.8 %
91.9 %
89.5 %
85.2 %
83.6 %
90.2 %
93.0 %
84.2 %
96.0 % $ 223,991 $
96.7 %
145,043
94.4 %
118,199
91.2 %
134,374
88.1 %
322,883
93.8 % $ 944,490 $
95.9 % $ 487,233 $
89.2 %
457,257
11.05
11.78
15.23
19.97
28.67
16.19
12.07
25.42
23.7 %
15.4 %
12.5 %
14.2 %
34.2 %
100.0 %
51.6 %
48.4 %
(1) ABR PSF is calculated as ABR divided by leased GLA, excluding the GLA of lessee-owned leasehold improvements.
18
The following table summarizes lease expirations for leases in place within our Portfolio for each of the next 10
calendar years and thereafter, assuming no exercise of renewal options and including the GLA of lessee-owned
leasehold improvements, as of December 31, 2022:
Number of Leases
Leased GLA
% of Leased GLA
% of In-Place
ABR
In-Place ABR
PSF
ABR PSF at
Expiration
M-M
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033+
286
1,040
1,156
1,046
917
999
614
401
313
271
368
521
795,878
5,349,850
8,095,888
7,789,912
7,202,285
8,364,079
5,297,992
4,112,264
2,985,609
2,619,116
3,132,994
6,152,271
1.3 %
8.6 %
13.1 %
12.6 %
11.6 %
13.5 %
8.6 %
6.6 %
4.8 %
4.2 %
5.1 %
10.0 %
1.3 % $
15.46 $
8.0 %
12.3 %
12.1 %
11.6 %
13.5 %
8.7 %
6.6 %
4.9 %
4.5 %
5.8 %
10.7 %
14.17
14.35
14.70
15.26
15.27
15.44
15.10
15.63
16.12
17.34
16.41
15.46
14.17
14.46
14.90
15.66
15.86
16.83
16.68
17.35
18.30
19.58
19.26
More specific information with respect to each of our properties is set forth in Exhibit 99.1, which is incorporated
herein by reference.
Leases
Our anchor tenants generally have leases with original terms ranging from 10 to 20 years and may or may not have
renewal options for one or more additional periods. Smaller tenants typically have leases with original terms ranging
from five to 10 years and may or may not have renewal options for one or more additional periods. Leases in our
Portfolio generally provide for the payment of fixed monthly base rent. Certain leases also provide for the payment
of additional rent based upon a percentage of the tenant’s gross sales above a predetermined threshold. Leases also
generally provide for contractual increases in base rent over both the original lease term and any renewal option
periods and 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.
The foregoing general description of the characteristics of the leases of our Portfolio is not intended to describe all
leases, and material variations in lease terms may exist.
Insurance
We have a wholly owned captive insurance company, Brixmor Incap, LLC (“Incap”). Incap underwrites the first
layer of general liability insurance for the properties in our Portfolio. We formed Incap as part of our overall risk
management program to stabilize insurance costs, manage exposures, and recoup expenses through the function of
the captive program. Incap is capitalized in accordance with the applicable regulatory requirements.
We also maintain commercial liability, fire, extended coverage, earthquake, business interruption, and rental loss
insurance covering all of the properties in our Portfolio. We select coverage specifications and insured limits which
we believe to be appropriate given the relative risk of loss, the cost of coverage, industry practice, and the nature of
the shopping centers in our Portfolio. In addition, tenants are generally required to indemnify and hold us harmless
from liabilities resulting from injury to persons or damage to personal or real property on the premises due to
activities conducted by tenants or their agents at the properties (including without limitation any environmental
contamination), and to obtain liability and property damage insurance policies at the tenant’s expense, kept in full
force during the term of the lease. In the opinion of our management, all of the properties in our Portfolio are
currently adequately insured. We do not carry insurance for generally uninsured losses, such as losses from war. See
“Risk Factors – Risks Related to Our Portfolio and Our Business – An uninsured loss on properties or a loss that
exceeds the limits of our insurance policies could result in a loss of our investment or related revenue in those
properties.”
19
Item 3. Legal Proceedings
The information contained under the heading “Legal Matters” in Note 15 – Commitments and Contingencies to our
Consolidated Financial Statements in this report is incorporated by reference into this Item 3.
Item 4. Mine Safety Disclosures
Not applicable.
20
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
BPG’s common stock trades on the New York Stock Exchange under the trading symbol “BRX.” As of February 1,
2023, the number of holders of record of BPG’s common stock was 626. This figure does not represent the actual
number of beneficial owners of BPG’s common stock because shares of BPG’s common stock are frequently held in
“street name” by securities dealers and others for the benefit of beneficial owners who may vote the shares.
BPG 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, BPG must meet several organizational and operational requirements, including a
requirement that it annually 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. Management intends to continue
to satisfy these requirements and maintain BPG’s REIT status. As a REIT, BPG generally will not be subject to U.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.
BPG’s future distributions will be at the sole discretion of BPG’s board of directors. When determining the amount
of future distributions, we expect that BPG’s board of directors will consider, among other factors; (1) the amount of
cash generated from our operating activities; (2) the amount of cash required for leasing and maintenance capital
expenditures; (3) the amount of cash required for debt repayments, reinvestment activity, net acquisitions, and share
repurchases; (4) the amount of cash required to be distributed to maintain BPG’s status as a REIT and to reduce any
income and excise taxes that BPG otherwise would be required to pay; (5) any limitations on our distributions
contained in our financing agreements, including, without limitation, in our Unsecured Credit Facility; (6) the
sufficiency of legally-available assets; and (7) our ability to continue to access external sources of capital.
To the extent BPG is prevented, by provisions in our financing agreements or otherwise, from distributing 100% of
BPG’s REIT taxable income, or otherwise does not distribute 100% of BPG’s REIT taxable income, BPG will be
subject to income tax, and potentially excise tax, on the retained amounts. If our operations do not generate
sufficient cash flow to allow BPG to satisfy the REIT distribution requirements, we may be required to fund
distributions with working capital, additional indebtedness, or asset sales, or we may be required to reduce such
distributions or make such distributions, in whole or in part, payable in shares of BPG’s stock. See Item 1A. “Risk
Factors” for information regarding risk factors that could adversely affect our financial condition, operating results,
and cash flows.
Distributions to the extent of the Company’s current and accumulated earnings and profits for federal income tax
purposes will be taxable to stockholders as ordinary dividend income or capital gain income. Distributions in excess
of taxable earnings and profits generally will be treated as non-taxable return of capital. Non-taxable return of
capital distributions, to the extent that they do not exceed the stockholder’s adjusted tax basis in its common shares,
have the effect of deferring taxation until the sale of the stockholder’s common shares. To the extent that
distributions are both in excess of taxable earnings and profits and in excess of the stockholder’s adjusted tax basis
in its common shares, the distributions will be treated as capital gains from the sale of common shares. For the
taxable year ended December 31, 2022, 100.0% of the Company’s distributions to stockholders constituted taxable
ordinary income. For the taxable year ended December 31, 2021, 91.8% of the Company’s distributions to
stockholders constituted taxable ordinary income and 8.2% constituted a return of capital.
21
BPG’s Total Stockholder Return Performance
The following performance chart compares, for the period from December 31, 2017 through December 31, 2022, the
cumulative total return of BPG’s common stock with the cumulative total return of the S&P 500 Index and the FTSE
Nareit Equity Shopping Centers Index. All stockholder return performance assumes the reinvestment of dividends.
The information in this paragraph and the following performance chart are deemed to be furnished, not filed.
Sales of Unregistered Equity Securities
There were no sales of unregistered equity securities during the year ended December 31, 2022.
Issuer Purchases of Equity Securities
On November 1, 2022, we established a new share repurchase program (the “Repurchase Program”) for up to
$400.0 million of our common stock. The Repurchase Program is scheduled to expire on November 1, 2025, unless
suspended or extended by our board of directors. The Repurchase Program replaced our prior share repurchase
program, which was scheduled to expire on January 9, 2023. During the three months and year ended December 31,
2022, we did not repurchase any shares of common stock. As of December 31, 2022, the Repurchase Program had
$400.0 million of available repurchase capacity.
Item 6. [Reserved]
22
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the Consolidated Financial Statements and the
accompanying notes thereto. Historical results and percentage relationships set forth in the 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”) is an internally-managed corporation that has
elected to be taxed as a 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 limited liability company interests of BPG
Subsidiary 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 or the context otherwise requires,
“we,” “our,” and “us” mean BPG and the Operating Partnership, collectively. We own and operate one of the largest
publicly-traded open-air retail portfolios by gross leasable area (“GLA”) in the United States (“U.S.”), comprised
primarily of community and neighborhood shopping centers. As of December 31, 2022, our portfolio was comprised
of 373 shopping centers (the “Portfolio”) totaling approximately 66 million square feet of GLA. Our high-quality
national Portfolio is primarily located within established trade areas in the top 50 Core-Based Statistical Areas in the
U.S., and our shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as
consumer-oriented service providers. As of December 31, 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 U.S. federal income tax laws commencing with our taxable year ended December 31,
2011, has maintained such requirements through our taxable year ended December 31, 2022, and intends to satisfy
such requirements for subsequent taxable years.
Our primary objective is to maximize total returns to our stockholders through consistent, sustainable growth in cash
flow. Our key strategies to achieve this objective include 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 our purpose-driven Corporate Responsibility (“CR”) strategy and
our commitment to environmental, social, and governance (“ESG”) issues.
We believe the following set of competitive advantages positions us to successfully execute on our key strategies:
•
•
•
Expansive Retailer Relationships – We believe that the scale of our asset base and our nationwide footprint
represent competitive advantages in supporting the growth objectives of the nation’s largest and most
successful retailers. We believe that we are one of the largest landlords by GLA to TJX, Kroger, and
Burlington, as well as a key landlord to most major grocers and 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, as
well as our 12 leasing and property management satellite offices throughout the country. We believe that
this structure enables us to obtain critical national market intelligence, while also benefiting from the
regional and local expertise of our 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 well-established relationships with retailers, brokers, and vendors through many years of operational
and transactional experience, as well as significant capital markets capabilities and expertise in executing
value-enhancing reinvestment opportunities.
23
Factors That May Influence Our Future Results
We derive our rental income primarily from base rent and expense reimbursements paid by tenants to us under
existing leases at each of our properties. Expense reimbursements primarily consist of payments made by tenants to
us for 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 our properties.
Our ability to maintain or increase rental income is primarily dependent on our ability to maintain or increase rental
rates, renew expiring leases, and/or lease available space. Increases in our property operating expenses, including
repairs and maintenance, landscaping, snow removal, security, ground rent related to properties for which we are the
lessee, utilities, insurance, real estate taxes, and various other costs, to the extent they are not reimbursed by tenants
or offset by increases in rental income, will adversely impact our overall performance. See “Forward-Looking
Statements” included elsewhere in this Annual Report on Form 10-K for additional information regarding risk
factors that could affect our financial condition, operating results, and cash flows.
Leasing Highlights
As of December 31, 2022, billed and leased occupancy were 90.2% and 93.8%, respectively, compared to 88.7%
and 92.0%, respectively, as of December 31, 2021.
The following table summarizes our executed leasing activity for the years ended December 31, 2022 and 2021
(dollars in thousands, except for per square foot (“PSF”) amounts):
For the Year Ended December 31, 2022
Leases
GLA
Tenant
Improvements
and Allowances
PSF
Third Party
Leasing
Commissions
PSF
New ABR
PSF
Rent
Spread(1)
New, renewal and option leases
1,614
10,572,727 $
16.47 $
4.71 $
New and renewal leases
1,403
7,095,235
New leases
Renewal leases
Option leases
613
3,256,527
790
3,838,708
211
3,477,492
18.31
19.08
17.66
12.72
7.02
13.05
1.91
—
2.05
3.06
6.57
0.08
—
12.7 %
16.0 %
37.0 %
11.1 %
6.7 %
For the Year Ended December 31, 2021
Leases
GLA
Tenant
Improvements
and Allowances
PSF
Third Party
Leasing
Commissions
PSF
New ABR
PSF
Rent
Spread(1)
New, renewal and option leases
1,641
10,041,399 $
16.05 $
4.08 $
New and renewal leases
1,478
6,817,114
New leases
Renewal leases
Option leases
639
3,055,371
839
3,761,743
163
3,224,285
18.42
18.66
18.22
11.04
6.01
12.14
1.03
—
1.84
2.71
5.92
0.10
—
10.1 %
11.4 %
27.6 %
6.3 %
7.1 %
(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 year ended December 31, 2022, we acquired seven shopping centers, one outparcel, and one
land parcel and paid less than $0.1 million related to previously acquired assets for an aggregate purchase
price of $409.7 million, including transaction costs and closing credits.
During the year ended December 31, 2021, we acquired six shopping centers, one outparcel, and two land
parcels for an aggregate purchase price of $258.8 million, including transaction costs and closing credits.
24
Disposition Activity
•
•
During the year ended December 31, 2022, we disposed of 16 shopping centers and 10 partial shopping
centers for aggregate net proceeds of $277.0 million resulting in aggregate gain of $109.2 million and
aggregate impairment of $5.7 million. In addition, during the year ended December 31, 2022, we resolved
contingencies related to previously disposed assets and had land at one shopping center seized through
eminent domain for aggregate net proceeds of $2.8 million, resulting in aggregate gain of $2.4 million.
During the year ended December 31, 2021, we disposed of 17 shopping centers and 15 partial shopping
centers for aggregate net proceeds of $237.4 million resulting in aggregate gain of $73.1 million and
aggregate impairment of $1.9 million. In addition, during the year ended December 31, 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.
Results of Operations
The results of operations discussion is combined for BPG and the Operating Partnership because there are no
material differences in the results of operations between the two reporting entities.
Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021
Revenues (in thousands)
Revenues
Rental income
Other revenues
Total revenues
Rental income
Year Ended December 31,
2022
2021
$ Change
$
$
1,217,362 $
1,146,304 $
712
5,970
1,218,074 $
1,152,274 $
71,058
(5,258)
65,800
The increase in rental income for the year ended December 31, 2022 of $71.1 million, compared to the
corresponding period in 2021, was due to a $55.9 million increase for assets owned for the full period and a $15.1
million increase in rental income due to net transaction activity. The increase for assets owned for the full period
was due to (i) a $33.6 million increase in base rent; (ii) a $12.1 million increase in expense reimbursements; (iii) a
$7.9 million increase in straight-line rental income, net; (iv) a $4.5 million increase in ancillary and other rental
income; (v) a $3.1 million increase in percentage rents; and (vi) a $2.6 million increase associated with revenues
deemed uncollectible; partially offset by (vii) a $5.5 million decrease in lease termination fees; and (viii) a $2.4
million decrease in accretion of below-market leases, net of amortization of above-market leases and tenant
improvements. The $33.6 million increase in base rent for assets owned for the full period was primarily due to
contractual rent increases, positive rent spreads for new and renewal leases and option exercises of 12.7% during the
year ended December 31, 2022 and 10.1% during the year ended December 31, 2021, an increase in weighted
average billed occupancy, and a decrease in rent deferrals accounted for as lease modifications and rent abatements
related to COVID-19. The $12.1 million increase in expense reimbursements was primarily attributable to increases
in billed occupancy, reimbursable operating expenses, and real estate taxes.
Other revenues
The decrease in other revenues for the year ended December 31, 2022 of $5.3 million, compared to the
corresponding period in 2021, was primarily due to a decrease in tax increment financing income.
25
Operating Expenses (in thousands)
Operating expenses
Operating costs
Real estate taxes
Depreciation and amortization
Impairment of real estate assets
General and administrative
Total operating expenses
Year Ended December 31,
2022
2021
$ Change
$
141,408 $
132,042 $
170,383
344,731
5,724
117,225
165,746
327,152
1,898
105,454
$
779,471 $
732,292 $
9,366
4,637
17,579
3,826
11,771
47,179
Operating costs
The increase in operating costs for the year ended December 31, 2022 of $9.4 million, compared to the
corresponding period in 2021, was due to a $7.7 million increase for assets owned for the full period primarily due
to increases in repairs and maintenance, utilities, and insurance costs, in addition to a $1.7 million increase in
operating costs due to net transaction activity.
Real estate taxes
The increase in real estate taxes for the year ended December 31, 2022 of $4.6 million, compared to the
corresponding period in 2021, was primarily due to a $2.7 million increase due to net transaction activity and a $1.9
million increase for assets owned for the full period, primarily due to an increase in current year assessments.
Depreciation and amortization
The increase in depreciation and amortization for the year ended December 31, 2022 of $17.6 million, compared to
the corresponding period in 2021, was primarily due to a $14.9 million increase attributable to net transaction
activity, and a $2.7 million increase for assets owned for the full period, primarily due to capital expenditures,
partially offset by accelerated depreciation and amortization related to tenant move-outs.
Impairment of real estate assets
During the year ended December 31, 2022, aggregate impairment of $5.7 million was recognized on two shopping
centers and one partial shopping center as a result of disposition activity. During the year ended December 31, 2021,
aggregate impairment of $1.9 million was recognized on two shopping centers as a result of disposition activity.
General and administrative
The increase in general and administrative costs for the year ended December 31, 2022 of $11.8 million, compared
to the corresponding period in 2021, was primarily due to an increase in net compensation costs, marketing
expenses, and travel and entertainment costs, partially offset by decreases in litigation and other non-routine legal,
professional, office, and other expenses.
During the years ended December 31, 2022 and 2021, construction compensation costs of $17.5 million and $16.6
million, respectively, were capitalized to building and improvements and leasing legal costs of $4.1 million and $2.5
million, respectively, and leasing commission costs of $7.9 million and $6.8 million, respectively, were capitalized
to deferred charges and prepaid expenses, net.
26
Other Income and Expenses (in thousands)
Other income (expense)
Dividends and interest
Interest expense
Gain on sale of real estate assets
Loss on extinguishment of debt, net
Other
Total other expense
Year Ended December 31,
2022
2021
$ Change
$
314 $
299 $
(192,427)
111,563
(221)
(3,639)
(194,776)
73,092
(28,345)
(65)
$
(84,410) $
(149,795) $
15
2,349
38,471
28,124
(3,574)
65,385
Dividends and interest
Dividends and interest remained generally consistent for the year ended December 31, 2022 compared to the
corresponding period in 2021.
Interest expense
The decrease in interest expense for the year ended December 31, 2022 of $2.3 million, compared to the
corresponding period in 2021, was primarily due to lower overall debt obligations, partially offset by a higher
weighted average interest rate.
Gain on sale of real estate assets
During the year ended December 31, 2022, we disposed of 14 shopping centers and nine partial shopping centers
that resulted in aggregate gain of $109.2 million. In addition, during the year ended December 31, 2022, we resolved
contingencies related to previously disposed assets and had land at one shopping center seized through eminent
domain resulting in aggregate net proceeds of $2.8 million, resulting in aggregate gain of $2.4 million. During the
year ended December 31, 2021, we disposed of 16 shopping centers and 15 partial shopping centers that resulted in
aggregate gain of $73.1 million. In addition, during the year ended December 31, 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.
Loss on extinguishment of debt, net
During the year ended December 31, 2022, we amended and restated our unsecured credit facility effective April 28,
2022 (the "Unsecured Credit Facility"), which is comprised of a $1.25 billion revolving credit facility (the
"Revolving Facility") and a $300.0 million term loan, in addition to a new $200.0 million delayed draw term loan
(together, the "Term Loan Facility"), resulting in a $0.2 million loss on extinguishment of debt due to the
acceleration of unamortized debt issuance costs. During the year ended December 31, 2021, we redeemed all $500.0
million of our 3.250% Senior Notes due 2023 and repaid $350.0 million of an unsecured term loan under our
Unsecured Credit Facility, resulting in a $28.3 million loss on extinguishment of debt. Loss on extinguishment of
debt includes $25.5 million of prepayment fees and $2.8 million of accelerated unamortized debt issuance costs and
debt discounts.
Other
The increase in other expense for the year ended December 31, 2022 of $3.6 million, compared to the corresponding
period in 2021, was primarily due to favorable tax adjustments and legal settlements in the prior year and an increase
in transaction costs in the current year.
Comparison of the Year Ended December 31, 2021 to the Year Ended December 31, 2020
See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form
10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission (“SEC”) on
February 7, 2022, for a discussion of the comparison of the year ended December 31, 2021 to the year ended
December 31, 2020.
27
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 payments on our outstanding debt, current and
anticipated tenant and other capital improvements, stockholder distributions, including those required to maintain
our qualification as a REIT, and other obligations associated with conducting our business.
Our primary expected sources and uses of capital are as follows:
Sources
•
•
•
•
•
•
cash and cash equivalent balances;
operating cash flow;
available borrowings under the Unsecured Credit Facility;
issuance of long-term debt;
dispositions; and
issuance of equity securities.
Uses
•
debt repayments
• maintenance capital expenditures;
•
•
•
•
•
leasing capital expenditures;
value-enhancing reinvestment capital expenditures;
dividend/distribution payments;
acquisitions; and
repurchases of equity securities.
We believe our capital structure provides us with the financial flexibility and capacity to fund our current capital
needs as well as future growth opportunities. We generate significant operating cash flow and have access to
multiple forms of external capital, including secured property level debt, unsecured corporate level debt, preferred
equity, and common equity, which will allow us to efficiently execute on our strategic and operational objectives.
We have investment grade credit ratings from all three major credit rating agencies. As of December 31, 2022, we
had $1.35 billion of available liquidity, including $1.32 billion under our Unsecured Credit Facility and $21.3
million of cash and cash equivalents and restricted cash. We intend to continue to enhance our financial and
operational flexibility through periodic extensions of the duration of our debt.
Material Cash Requirements
Our expected material cash requirements for the twelve months ended December 31, 2023 and thereafter are
comprised of (i) contractually obligated expenditures; (ii) other essential expenditures; and (iii) opportunistic
expenditures.
28
Contractually Obligated Expenditures
The following table summarizes our debt maturities (excluding extension options), interest payment obligations, and
obligations under non-cancelable operating leases (excluding renewal options), as of December 31, 2022 (dollars in
millions):
Contractually Obligated Expenditures
Debt maturities (1)
Interest payments (1)(2)
Operating leases
Twelve
Months Ended
December 31, 2023
Thereafter
$
— $
5,043.5
188.8
6.1
776.2
52.2
Total
5,871.9
(1) Amounts presented do not assume the issuance of new debt upon maturity of existing debt.
(2)
194.9 $
$
Scheduled interest payments included in these amounts for variable rate loans are presented using rates (including
the impact of interest rate swaps), as of December 31, 2022. See Item 7A. “Quantitative and Qualitative
Disclosures about Market Risk” 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 the scope of services that we provide,
prevailing market rates, and 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 values
of our properties, prevailing market rates, changes in risk generally, and the 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, the tax rates assessed by various jurisdictions, and the size
and composition of our Portfolio. Leasing capital expenditures represent tenant specific costs incurred to lease or
renew 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, costs
that we incur generally do not decrease if revenue or occupancy decreases, and certain costs that we incur are not
typically reimbursed.
In order to continue to qualify as a REIT for federal income tax purposes, we must 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 to satisfy these requirements and maintain our REIT status. Our board of directors evaluates
our dividend on a quarterly basis, taking into account a variety of relevant factors, including REIT taxable income.
The following table summarizes our dividend activity for the fourth quarter of 2022 and the first quarter of 2023:
Fourth
Quarter 2022
First
Quarter 2023
Dividend declared per common share
$
0.260 $
0.260
Dividend declaration date
October 25, 2022
February 1, 2023
Dividend record date
Dividend payable date
January 4, 2023
April 4, 2023
January 17, 2023
April 17, 2023
Opportunistic Expenditures
We also utilize cash for opportunistic expenditures such as value-enhancing reinvestment and acquisition activity.
The amount of value-enhancing reinvestment capital expenditures that we may incur in future periods is contingent
on a variety of factors that may change from period to period, such as the number, total expected cost, and nature of
value-enhancing reinvestment projects that are underway. See “Improvements to and investments in real estate
assets” below for further information regarding our in-process reinvestment projects and our pipeline of future
redevelopment projects.
29
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 existing markets
and will allow us to leverage our operational platform and expertise to create value. Our acquisition activity may
include acquisitions of open-air shopping centers, non-owned anchor spaces, and retail buildings and/or outparcels
at, or adjacent to, our shopping centers.
Our cash flow activities are summarized as follows (dollars in thousands):
Brixmor Property Group Inc.
Year Ended December 31,
2022
2021
$ Change
Net cash provided by operating activities
$
566,382 $
552,239 $
14,143
Net cash used in investing activities
Net cash used in financing activities
Net change in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period
(462,453)
(380,413)
(276,484)
297,743
(331,005)
(293,578)
(72,344)
370,087
Cash, cash equivalents and restricted cash at end of period
$
21,259 $
297,743 $
(131,448)
(86,835)
(204,140)
(72,344)
(276,484)
Brixmor Operating Partnership LP
Year Ended December 31,
2022
2021
$ Change
Net cash provided by operating activities
$
566,382 $
552,239 $
14,143
Net cash used in investing activities
Net cash used in financing activities
Net change in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period
(462,453)
(366,182)
(262,253)
282,585
(331,005)
(298,722)
(77,488)
360,073
(131,448)
(67,460)
(184,765)
(77,488)
Cash, cash equivalents and restricted cash at end of period
$
20,332 $
282,585 $
(262,253)
Operating Activities
Net cash provided by operating activities primarily consists of cash inflows from tenant rental payments and expense
reimbursements and cash outflows for property operating expenses, general and administrative expenses, and
interest expense.
During the year ended December 31, 2022, our net cash provided by operating activities increased $14.1 million
compared to the corresponding period in 2021. The increase was primarily due to (i) an increase in same property
net operating income; (ii) an increase in net operating income due to net transaction activity; and (iii) a decrease in
cash outflows for interest expense; partially offset by (iv) a decrease from net working capital; (v) a decrease in
other non-same property net operating income; (vi) an increase in cash outflows for general and administrative
expense; and (vii) a decrease in lease termination fees.
Investing Activities
Net cash used in investing activities primarily is impacted by the nature, timing, and magnitude of acquisition and
disposition activity and improvements to and investments in our shopping centers, including capital expenditures
associated with our value-enhancing reinvestment activity.
During the year ended December 31, 2022, our net cash used in investing activities increased $131.4 million
compared to the corresponding period in 2021. The increase was primarily due to (i) an increase of $150.9 million in
acquisitions of real estate assets; (ii) an increase of $21.7 million in improvements to and investments in real estate
assets; and (iii) an increase of $1.2 million in purchases of marketable securities, net of proceeds from sales;
partially offset by (iv) an increase of $42.4 million in net proceeds from sales of real estate assets.
30
Improvements to and investments in real estate assets
During the years ended December 31, 2022 and 2021, we expended $330.4 million and $308.6 million, respectively,
on improvements to and investments in real estate assets. These amounts are net of insurance proceeds of $7.7
million and $3.3 million, respectively, which were received during the year ended December 31, 2022 and 2021.
Maintenance capital expenditures represent costs to fund major replacements and betterments to our properties.
Leasing related capital expenditures represent tenant specific costs incurred to lease space, including tenant
improvements, tenant allowances, and external leasing commissions. In addition, we evaluate our Portfolio on an
ongoing basis to identify value-enhancing reinvestment 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 December 31, 2022, we had 48 in-process anchor space repositioning, redevelopment
and outparcel development projects with an aggregate anticipated cost of $342.9 million, of which $182.4 million
had been incurred as of December 31, 2022. In addition, we have identified a pipeline of future redevelopment
projects aggregating approximately $1.0 billion of potential capital investment, which we expect to execute over the
coming 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.
Acquisitions of and proceeds from sales of real estate assets
We continue to evaluate the market for acquisition opportunities and we may acquire shopping centers when we
believe strategic opportunities exist. During the year ended December 31, 2022, we acquired seven shopping
centers, one outparcel, and one land parcel for an aggregate purchase price of $409.7 million, including transaction
costs and closing credits. During the year ended December 31, 2021, we acquired six shopping centers, one
outparcel and two land parcels for an aggregate purchase price of $258.8 million, including transaction costs and
closing credits.
We may also dispose of properties when we believe value has been maximized, where there may be future downside
risk, or where we have limited ability or desire to build critical mass in a particular submarket. During the year
ended December 31, 2022, we disposed of 16 shopping centers and 10 partial shopping centers for aggregate net
proceeds of $277.0 million. In addition, during the year ended December 31, 2022, we resolved contingencies
related to previously disposed assets and had land at one shopping center seized through eminent domain for
aggregate net proceeds of $2.8 million. During the year ended December 31, 2021, we disposed of 17 shopping
centers and 15 partial shopping centers for aggregate net proceeds of $237.4 million. In addition, during the year
ended December 31, 2021, we received aggregate net proceeds of less than $0.1 million from previously disposed
assets.
Financing Activities
Net cash used in financing activities is primarily impacted by the nature, timing, and magnitude of issuances and
repurchases of debt and equity securities, as well as borrowings or principal payments associated with our
outstanding indebtedness, including our Unsecured Credit Facility, and distributions made to our common
stockholders.
During the year ended December 31, 2022, our net cash used in financing activities increased $86.8 million
compared to the corresponding period in 2021. The increase was primarily due to (i) a $122.7 million increase in
debt repayments, net of borrowings; (ii) a $32.4 million increase in distributions to our common stockholders; and
(iii) a $5.0 million increase in repurchases of common stock; partially offset by (iv) a $48.0 million increase in
issuances of common stock; and (v) a $25.3 million decrease in deferred financing and debt extinguishment costs.
Non-GAAP Performance Measures
We present the non-GAAP performance measures set forth below. These measures should not be considered as
alternatives to, or more meaningful than, net income (calculated in accordance with GAAP) or other GAAP financial
measures, as an indicator of financial performance and are not alternatives to, or more meaningful than, cash flow
from operating activities (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 supplemental financial measures to those calculated in accordance with
GAAP. Our computation of these 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
31
by such other REITs. Investors are cautioned that items excluded from these 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 net income to Nareit FFO for the years ended December 31, 2022 and 2021 is as follows (in
thousands, except per share amounts):
Year Ended December 31,
2022
2021
Net income
$
354,193 $
Depreciation and amortization related to real estate
Gain on sale of real estate assets
Impairment of real estate assets
Nareit FFO
Nareit FFO per diluted share
Weighted average diluted shares outstanding
340,561
(111,563)
5,724
588,915 $
1.95 $
301,742
$
$
270,187
323,354
(73,092)
1,898
522,347
1.75
298,835
Same Property Net Operating Income
Same 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 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 rental income, percentage rents,
and other revenues) less direct property operating expenses (operating costs and real estate taxes). Same property
NOI excludes (i) lease termination fees, (ii) straight-line rental income, net, (iii) accretion of below-market leases,
net of amortization of above-market leases and tenant inducements, (iv) straight-line ground rent expense, net, (v)
income or expense associated with our captive insurance company, (vi) depreciation and amortization, (vii)
impairment of real estate assets, (viii) general and administrative expense, and (ix) other income and expense
(including interest expense and gain on sale of real estate assets).
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 lease termination fees, straight-line rental income, net, accretion of below-market leases, net of
amortization of above-market leases and tenant inducements, straight-line ground rent expense, net, income or
expense associated with our captive insurance company, depreciation and amortization, impairment of real estate
assets, general and administrative expense, and other income and expense (including interest expense and gain on
sale of real estate assets). 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 periods presented and therefore provides a more consistent metric for comparing
the operating performance of our real estate between periods.
32
Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021
Number of properties
Percent billed
Percent leased
Revenues
Rental income
Other revenues
Operating expenses
Operating costs
Real estate taxes
Year Ended December 31,
2022
2021
Change
343
90.3%
93.9%
343
88.7%
92.1%
—
1.6%
1.8%
$
1,084,159
$
1,027,069
$
57,090
682
622
1,084,841
1,027,691
(128,614)
(156,175)
(284,789)
(122,922)
(154,356)
(277,278)
60
57,150
(5,692)
(1,819)
(7,511)
Same property NOI
$
800,052
$
750,413
$
49,639
The following table provides a reconciliation of net income to same property NOI for the periods presented (in
thousands):
Net income
Adjustments:
Non-same property NOI
Lease termination fees
Straight-line rental income, net
Accretion of below-market leases, net of amortization of
above-market leases and tenant inducements
Straight-line ground rent expense
Depreciation and amortization
Impairment of real estate assets
General and administrative
Total other expense
Same property NOI
Year Ended December 31,
2022
2021
$
354,193 $
270,187
(70,909)
(3,231)
(23,458)
(8,793)
160
344,731
5,724
117,225
84,410
$
800,052 $
(72,795)
(8,640)
(14,551)
(8,221)
134
327,152
1,898
105,454
149,795
750,413
Our Critical Accounting Estimates
Our discussion and analysis of our historical financial condition and operating results is based upon our
Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of
financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the amounts reported in the Consolidated Financial Statements and accompanying notes. Actual results could
ultimately differ from those estimates. The following accounting estimates are considered critical because they are
particularly dependent on management’s judgment about matters that have a significant level of uncertainty at the
time the accounting estimates are made, and changes to those estimates could have a material impact on our
financial condition or operating results.
Revenue Recognition and Receivables - Estimating Collectability
We enter into agreements with tenants that convey the right to control the use of identified space at our shopping
centers in exchange for rental revenue. These agreements meet the criteria for recognition as leases under
Accounting Standards Codification (“ASC”) 842, Leases. Rental revenue is recognized on a straight-line basis over
the terms of the related leases. The cumulative difference between rental revenue recognized on our Consolidated
Statements of Operations and contractual payment terms is recognized as deferred rent and included in Receivables,
net on our Consolidated Balance Sheets. We commence recognizing rental revenue based on the date we make the
underlying asset available for use by the tenant. Leases also typically provide for the reimbursement of property
operating expenses, including common area expenses, utilities, insurance, and real estate taxes, and certain capital
33
expenditures related to the maintenance of our properties, by the lessee and are recognized in the period the
applicable expenditures are incurred and/or contractually required to be reimbursed.
We periodically evaluate the collectability of our receivables related to rental revenue, straight-line rent, expense
reimbursements, and those attributable to other revenue generating activities. We analyze individual tenant
receivables and consider tenant credit-worthiness, the length of time a receivable has been outstanding, and current
economic trends when evaluating collectability. In 2022 and 2021, our evaluation included consideration of the
impact of COVID-19 on the collectability of our receivables. This assessment involved significant judgment
regarding the severity and duration of the disruption caused by COVID-19, as well as judgment regarding which
industries and tenants would be most significantly impacted. Any receivables that are deemed to be uncollectible are
recognized as a reduction to Rental income on our Consolidated Statements of Operations.
Real Estate - Estimates Related to Valuing Acquired Assets and Liabilities
Real estate assets are recognized on our Consolidated Balance Sheets at historical cost, less accumulated
depreciation and amortization. Upon acquisition of real estate operating properties, we estimate the fair value of
acquired tangible assets (consisting of land, buildings, and tenant improvements) and identifiable intangible assets
and liabilities (consisting of above- and below-market leases and in-place leases) based on an evaluation of available
information. 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.
In allocating fair value to identifiable intangible assets and liabilities, 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 the 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 lesser of 30 years or the remaining non-cancelable term of
the leases, which includes renewal periods with fixed rental terms that are considered to be below-market. The
capitalized above-market or below-market intangibles are amortized as a reduction of, or increase to, rental income
over the remaining non-cancelable term of the leases.
The value of in-place leases is estimated based on management’s evaluation of the specific characteristics of each
tenant lease, including: (i) fair market rent and the reimbursement of property operating expenses, including
common area expenses, utilities, insurance, real estate taxes, and certain capital expenditures related to the
maintenance of our properties, that would be forgone during a hypothetical expected lease-up period and (ii) costs
that would be incurred, including leasing commissions, legal and marketing costs, and tenant improvements and
allowances, to execute similar leases. The value assigned to in-place leases is amortized to depreciation and
amortization expense over the remaining term of each lease.
Real Estate - Estimates Related to Impairments
We periodically assess whether there are any indicators, including property operating performance, changes in
anticipated hold period, and general market conditions, that the carrying value of our 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 our estimate of aggregate future undiscounted and unleveraged property operating cash
flows, taking into account the anticipated probability-weighted hold period, is less than the carrying value of the
property. Various factors are considered in the estimation process that are subject to significant management
judgment, including the anticipated hold period, current and/or future reinvestment projects, and the effects of
demand and competition on future operating income and/or property values. Changes in any estimates and/or
assumptions, particularly the anticipated hold 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, an impairment charge is
recognized to reflect the estimated fair value of the asset.
When we identify a real estate asset as held for sale, we discontinue depreciating the asset and estimate its sales
price, net of estimated selling costs. If the estimated net sales price of an asset is less than its net carrying value, an
impairment charge is recognized to reflect the estimated fair value of the asset.
34
Inflation
Prior to 2021, inflation was low and had a minimal impact on our operating and financial performance; however,
inflation significantly increased over the last two years and may continue to be elevated or increase further. With
respect to our shopping centers, our long-term leases generally contain provisions designed to mitigate the adverse
impact of inflation, including contractual rent escalations and requirements for tenants 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 our properties, thereby reducing our exposure to increases in property
operating expenses resulting from inflation; however, we have exposure to increases in certain non-reimbursable
property operating expenses, including expenses incurred on vacant units. We believe that many of our existing
rental rates are below current market rates 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, 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 continue to enter into interest rate protection agreements that 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.
35
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We may be exposed to interest rate changes primarily as a result of long-term debt used to fund operations and
capital expenditures. Our use of derivative instruments is intended to manage our exposure to interest rate
movements.
With regard to variable-rate financing, we assess interest rate risk by continually identifying and monitoring changes
in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging
opportunities. We maintain risk management control systems to monitor interest rate cash flow risk attributable to
both our outstanding and forecasted debt obligations, as well as our potential offsetting hedge positions. Our risk
management control systems involve the use of analytical techniques, including cash flow sensitivity analysis, to
estimate the expected impact of changes in interest rates on our future cash flows.
We may use derivative financial instruments to hedge exposures to changes in interest rates. To the extent we do, we
are exposed to market and credit risk. Market risk is the adverse effect on the value of the financial instrument that
results from a change in interest rates. Market risk associated with derivative instruments is managed by establishing
and monitoring parameters that limit the types and degree of market risk that may be undertaken. Credit risk is the
failure of the counterparty to perform under the terms of the derivative contract. When the fair value of the
derivative instrument is positive, the counterparty owes us, which creates credit risk to us. The credit risk associated
with derivative instruments is managed by entering into transactions with a variety of highly-rated counterparties.
As of December 31, 2022, we had $425.0 million outstanding variable-rate indebtedness which bears interest at a
rate equal to the Secured Overnight Financing Rate ("SOFR") plus credit spreads and reference rate adjustments
ranging from 114 basis points to 129 basis points. We have interest rate swap agreements on $300.0 million of our
variable-rate indebtedness, which effectively convert the base rate on the indebtedness from variable to fixed. If
market rates of interest on our variable-rate debt increased or decreased by 100 basis points, the change in annual
interest expense on our variable-rate debt would decrease earnings and cash flows by approximately $1.3 million or
increase earnings and cash flows by approximately $1.3 million, respectively, after taking into account the impact of
the $300.0 million of interest rate swap agreements.
The table below presents the maturity profile, weighted average interest rates and fair value of total debt as
of December 31, 2022. The table has limited predictive value as average interest rates for variable-rate debt included
in the table represent rates that existed as of December 31, 2022 and are subject to change. Furthermore, the table
below incorporates only those exposures that existed as of December 31, 2022 and does not consider exposures or
positions that may have arisen or expired after that date. As a result, our ultimate realized gain or loss with respect to
interest rate fluctuations will depend on the exposures that arise during future periods, our hedging strategies at that
time, and actual interest rates.
(dollars in thousands)
2023
2024
2025
2026
2027
Thereafter
Total
Fair
Value
Unsecured Debt
Fixed rate
Weighted average interest rate(1)
Variable rate(2)(3)
Weighted average interest rate(1)(2)
$ —
$ 500,000
$ 700,000
$ 607,542
$ 400,000
$ 2,410,911
$ 4,618,453 $ 4,148,681
3.69%
3.70%
3.67%
3.56%
3.50%
3.50%
$ —
$ —
$ —
$ 125,000
$ 300,000
$
—
$ 425,000 $ 425,056
4.27%
4.27%
4.27%
3.78%
—%
—%
(1) Weighted average interest rates include the impact of our interest rate swap agreements and are calculated based on the total debt
balances as of the end of each year, assuming the repayment of debt on its scheduled maturity date.
36
(2)
The interest rates on our variable rate Unsecured Credit Facility are based on credit rating grids. The credit rating grids and all-in-rates
on outstanding variable rate debt as of December 31, 2022 are as follows:
Variable Rate Debt
Revolving Facility(2)
SOFR Rate
4.30%
As of December 31, 2022
Reference
Rate
Adjustment
0.10%
Credit
Spread(1)
1.04%
Credit Spread Grid
SOFR Rate
Loans
Base Rate
Loans
All-in-Rate
5.44%
Credit Spread
Credit Spread
0.83% – 1.50% 0.00% – 0.40%
Term Loan Facility(3)
4.22%
0.10%
1.09%
5.41%
0.90% – 1.70% 0.00% – 0.60%
(1) Our Revolving Facility and Term Loan Facility include a sustainability metric incentive which can reduce the applicable
credit spread by up to two basis points. As of December 31, 2022, we qualified for a one basis point reduction to the
applicable credit spread, which is included in the credit spreads presented above.
(2) Our Revolving Facility is further subject to a facility fee ranging from 0.13% to 0.30%, which is excluded from the all-
in-rate presented above.
(3) Our Term Loan Facility is further subject to a ticking fee on the additional $200.0 million delayed draw of 0.25%, which
is excluded from the all-in-rate presented above.
(3) We have in place four interest rate swap agreements that convert the variable interest rate on one variable rate debt instrument to a
fixed rate. The balance subject to interest rates swaps as of December 31, 2022 is as follows (dollars in thousands):
Variable Rate Debt
$300 Million Term Loan
Amount
$
300,000
As of December 31, 2022
Weighted
Average Fixed
SOFR Rate
2.59%
Credit Spread
1.09%
Reference
Rate
Adjustment
0.10%
Swapped All-in-
Rate
3.78%
Item 8. Financial Statements and Supplementary Data
See the Index to Consolidated Financial Statements and financial statements commencing on page F-1.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Controls and Procedures (Brixmor Property Group Inc.)
Evaluation of Disclosure Controls and Procedures
BPG 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. BPG’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 on this evaluation, BPG’s principal executive officer, James M.
Taylor, and principal financial officer, Angela Aman, concluded that BPG’s disclosure controls and procedures were
effective as of December 31, 2022.
Management’s Report on Internal Control Over Financial Reporting
BPG’s management is responsible for establishing and maintaining adequate internal control over financial reporting
to provide reasonable assurance regarding the reliability of BPG’s financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. BPG’s
internal control over financial reporting includes policies and procedures that pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of BPG’s assets; provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of BPG are being made
only in accordance with authorizations of management and directors of BPG; and provide reasonable assurance
37
regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a
material effect on BPG’s financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Under the supervision and with the participation of its management, including its principal executive officer and
principal financial officer, BPG conducted an evaluation of the effectiveness of its internal control over financial
reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations (“COSO”) of the Treadway Commission. Based on its assessment and those criteria,
BPG’s management concluded that its internal control over financial reporting was effective as of December 31,
2022.
Deloitte & Touche LLP, an independent registered public accounting firm, has issued a report, included herein, on
the effectiveness of BPG’s internal control over financial reporting.
Changes in Internal Control over Financial Reporting
There have been no changes in BPG’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 December 31, 2022 that have materially affected,
or that are reasonably likely to materially affect, BPG’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 on this evaluation, the
Operating Partnership’s principal executive officer, James M. Taylor, and principal financial officer, Angela Aman,
concluded that the Operating Partnership’s disclosure controls and procedures were effective as of December 31,
2022.
Management’s Report on Internal Control Over Financial Reporting
The Operating Partnership’s management is responsible for establishing and maintaining adequate internal control
over financial reporting to provide reasonable assurance regarding the reliability of the Operating Partnership’s
financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. The Operating Partnership’s internal control over financial reporting includes
policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the Operating Partnership’s assets; provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the Operating Partnership are being made only
in accordance with authorizations of management and directors of the Operating Partnership; and provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that
could have a material effect on the Operating Partnership’s financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
38
Under the supervision and with the participation of its management, including its principal executive officer and
principal financial officer, the Operating Partnership conducted an evaluation of the effectiveness of its internal
control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued
by the COSO of the Treadway Commission. Based on its assessment and those criteria, the Operating Partnership’s
management concluded that its internal control over financial reporting was effective as of December 31, 2022.
Deloitte & Touche LLP, an independent registered public accounting firm, has issued a report, included herein, on
the effectiveness of the Operating Partnership’s internal control over financial reporting.
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 December 31, 2022 that have
materially affected, or that are reasonably likely to materially affect, the Operating Partnership’s internal control
over financial reporting.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
39
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by Item 10 will be included in the definitive proxy statement relating to the 2023 Annual
Meeting of Stockholders of Brixmor Property Group Inc. to be held on April 26, 2023 and is incorporated herein by
reference. Brixmor Property Group Inc. will file such definitive proxy statement with the SEC pursuant to
Regulation 14A not later than 120 days after the end of the Company’s 2022 fiscal year covered by this Form 10-K.
Item 11. Executive Compensation
The information required by Item 11 will be included in the definitive proxy statement relating to the 2023 Annual
Meeting of Stockholders of Brixmor Property Group Inc. to be held on April 26, 2023 and is incorporated herein by
reference. Brixmor Property Group Inc. will file such definitive proxy statement with the SEC pursuant to
Regulation 14A not later than 120 days after the end of the Company’s 2022 fiscal year covered by this Form 10-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The information required by Item 12 will be included in the definitive proxy statement relating to the 2023 Annual
Meeting of Stockholders of Brixmor Property Group Inc. to be held on April 26, 2023 and is incorporated herein by
reference. Brixmor Property Group Inc. will file such definitive proxy statement with the SEC pursuant to
Regulation 14A not later than 120 days after the end of the Company’s 2022 fiscal year covered by this Form 10-K.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 will be included in the definitive proxy statement relating to the 2022 Annual
Meeting of Stockholders of Brixmor Property Group Inc. to be held on April 26, 2023 and is incorporated herein by
reference. Brixmor Property Group Inc. will file such definitive proxy statement with the SEC pursuant to
Regulation 14A not later than 120 days after the end of the Company’s 2022 fiscal year covered by this Form 10-K.
Item 14. Principal Accountant Fees and Services
The information required by Item 14 will be included in the definitive proxy statement relating to the 2022 Annual
Meeting of Stockholders of Brixmor Property Group Inc. to be held on April 26, 2023 and is incorporated herein by
reference. Brixmor Property Group Inc. will file such definitive proxy statement with the SEC pursuant to
Regulation 14A not later than 120 days after the end of the Company’s 2022 fiscal year covered by this Form 10-K.
40
Item 15. Exhibit and Financial Statement Schedules
(a) Documents filed as part of this report
PART IV
Form
10-K
Page
1 CONSOLIDATED STATEMENTS
Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34) .....................................
F-2
Brixmor Property Group Inc.:
Consolidated Balance Sheets as of December 31, 2022 and 2021 ...............................................................
F-8
Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020 .............
F-9
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021 and
2020 ............................................................................................................................................................... F-10
Consolidated Statement of Changes in Equity for the Years Ended December 31, 2022, 2021 and 2020 .. F-11
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020 ............ F-12
Brixmor Operating Partnership LP:
Consolidated Balance Sheets as of December 31, 2022 and 2021 ............................................................... F-13
Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020 ............. F-14
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021 and
2020 ............................................................................................................................................................... F-15
Consolidated Statement of Changes in Capital for the Years Ended December 31, 2022, 2021 and 2020 .. F-16
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020 ............ F-17
Notes to Consolidated Financial Statements ................................................................................................. F-18
2 CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
Schedule II – Valuation and Qualifying Accounts ....................................................................................... F-39
Schedule III – Real Estate and Accumulated Depreciation .......................................................................... F-40
All other schedules are omitted because they are not applicable or the required information is shown in
the financial statements or notes thereto.
41
(b) Exhibits. The following documents are filed as exhibits to this report:
Exhibit
Number
3.1
3.2
3.3
3.4
4.1
4.2
4.3
4.4
4.5
4.6
4.7
Exhibit Description
Articles of Incorporation of Brixmor
Property Group Inc., dated as of
November 4, 2013
Second Amended and Restated Bylaws of
Brixmor Property Group Inc., dated as of
February 1, 2022
Amended and Restated Certificate of
Limited Partnership of Brixmor Operating
Partnership LP
Second Amended and Restated
Agreement of Limited Partnership of
Brixmor Operating Partnership LP, dated
as of October 28, 2019, by and among
Brixmor OP GP LLC, as General Partner,
BPG Subsidiary Inc., as Limited Partner,
BPG Sub LLC, as Limited Partner, and
the other limited partners from time to
time party thereto
Indenture, dated January 21, 2015,
between Brixmor Operating Partnership
LP, as issuer, and The Bank of New York
Mellon, as trustee (the “2015 Indenture”)
First Supplemental Indenture to the 2015
Indenture, dated January 21, 2015, among
Brixmor Operating Partnership LP, as
issuer, and Brixmor OP GP LLC and
BPG Subsidiary Inc., as possible future
guarantors, and The Bank of New York
Mellon, as trustee
Third Supplemental Indenture to the 2015
Indenture, dated June 13, 2016, among
Brixmor Operating Partnership LP, as
issuer, and The Bank of New York
Mellon, as trustee
Fifth Supplemental Indenture to the 2015
Indenture, dated March 8, 2017, among
Brixmor Operating Partnership LP, as
issuer, and The Bank of New York
Mellon, as trustee
Sixth Supplemental Indenture to the 2015
Indenture, dated June 5, 2017, among
Brixmor Operating Partnership LP, as
issuer, and The Bank of New York
Mellon, as trustee
Eighth Supplemental Indenture to the
2015 Indenture, dated May 10, 2019,
between Brixmor Operating Partnership
LP, as issuer, and The Bank of New York
Mellon, as trustee
Amendment No. 1 to the Eighth
Supplemental Indenture, dated August 15,
2019, between Brixmor Operating
Partnership LP, as issuer, and The Bank
of New York Mellon, as trustee
Incorporated by Reference
Form
8-K
File No.
001-36160
Date of
Filing
11/4/2013
Exhibit
Number
3.1
Filed
Herewith
8-K
001-36160
2/4/2022
3.1
10-K 001-36160
3/12/2014
10.7
10-Q 001-36160
10/28/2019
3.1
8-K
001-36160
1/21/2015
4.1
8-K
001-36160
1/21/2015
4.2
8-K
00-36160
6/13/2016
4.2
8-K
00-36160
3/8/2017
4.2
8-K
00-36160
6/5/2017
4.2
8-K
00-36160
5/10/2019
4.2
8-K
00-36160
8/15/2019
4.3
42
Exhibit
Number
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
Exhibit Description
Ninth Supplemental Indenture, dated June
10, 2020, between Brixmor Operating
Partnership LP, as issuer, and The Bank
of New York Mellon, as trustee
Amendment No. 1 to the Ninth
Supplemental Indenture, dated August 20,
2020, between Brixmor Operating
Partnership LP, as issuer, and The Bank
of New York Mellon, as trustee
Tenth Supplemental Indenture, dated
March 5, 2021, between Brixmor
Operating Partnership LP, as issuer, and
The Bank of New York Mellon, as trustee
Eleventh Supplemental Indenture, dated
August 16, 2021, between Brixmor
Operating Partnership LP, as issuer, and
The Bank of New York Mellon, as trustee
Indenture, dated as of March 29, 1995,
between New Plan Realty Trust and The
First National Bank of Boston, as Trustee
(the “1995 Indenture”)
First Supplemental Indenture to the 1995
Indenture, dated as of August 5, 1999, by
and among New Plan Realty Trust, New
Plan Excel Realty Trust, Inc. and State
Street Bank and Trust Company
Successor Supplemental Indenture to the
1995 Indenture, dated as of April 20,
2007, by and among Super
IntermediateCo LLC and U.S. Bank Trust
National Association
Third Supplemental Indenture to the 1995
Indenture, dated as of October 30, 2009,
by and among Centro NP LLC and U.S.
Bank Trust National Association
Supplemental Indenture to the 1995
Indenture, dated as of October 16, 2014,
between Brixmor LLC and U.S. Bank
Trust National Association
Indenture, dated as of February 3, 1999,
among the New Plan Excel Realty Trust,
Inc., as Primary Obligor, New Plan
Realty Trust, as Guarantor, and State
Street Bank and Trust Company, as
Trustee (the “1999 Indenture”)
Successor Supplemental Indenture to the
1999 Indenture, dated as of April 20,
2007, by and among Super
IntermediateCo LLC, New Plan Realty
Trust, LLC and U.S. Bank Trust National
Association
Incorporated by Reference
Form
8-K
File No.
001-36160
Date of
Filing
6/10/2020
Exhibit
Number
4.2
Filed
Herewith
8-K
001-36160
8/20/2020
4.3
8-K
001-36160
3/5/2021
4.2
8-K
001-36160
8/16/2021
4.2
S-3
33-61383
7/28/1995
4.2
10-Q 001-12244
11/12/1999
10.2
10-Q 001-12244
8/9/2007
4.2
S-11
333-190002
8/23/2013
4.4
8-K
001-36160
10/17/2014
4.1
8-K
001-12244
2/3/1999
4.1
10-Q 001-12244
8/9/2007
4.3
4.19
10.1*
10.2*
Description of Registered Securities
2022 Omnibus Incentive Plan
Form of Director and Officer
Indemnification Agreement
10-K 001-36160
001-36160
8-K
333-190002
S-11
2/7/2022
4/29/2022
8/23/2013
4.22
10.1
10.19
43
Exhibit
Number
10.3*
10.4*
10.5*
10.6*
10.7*
10.8*
10.9*
10.10*
10.11*
10.12*
10.13*
10.14*
10.15*
10.16*
10.17
Exhibit Description
Form of Director Restricted Stock Award
Agreement
Form of Brixmor Property Group Inc.
Restricted Stock Unit Agreement
(TRSUs, PRSUs, and OPRSUs)
Employment Agreement, dated April 12,
2016, by and between Brixmor Property
Group Inc. and James M. Taylor
First Amendment to Employment
Agreement, dated February 2, 2021, by
and between Brixmor Property Group Inc.
and James M. Taylor
Employment Agreement, dated April 26,
2016, by and between Brixmor Property
Group Inc. and Angela Aman
First Amendment to Employment
Agreement, dated March 7, 2019, by and
between Brixmor Property Group Inc. and
Angela Aman
Second Amendment to Employment
Agreement, dated February 1, 2022, by
and between Brixmor Property Group Inc.
and Angela Aman
Employment Agreement, dated May 11,
2016, by and between Brixmor Property
Group Inc. and Mark T. Horgan
First Amendment to Employment
Agreement, dated March 7, 2019, by and
between Brixmor Property Group Inc. and
Mark T. Horgan
Second Amendment to Employment
Agreement, dated February 1, 2022, by
and between Brixmor Property Group Inc.
and Mark T. Horgan
Employment Agreement, dated December
5, 2014, by and between Brixmor
Property Group Inc. and Brian T.
Finnegan
Employment Agreement, dated
November 1, 2011, by and between
Brixmor Property Group Inc. and Steven
F. Siegel
First Amendment to Employment
Agreement, dated February 26, 2019, by
and between Brixmor Property Group Inc.
and Steven F. Siegel
Second Amendment to Employment
Agreement, dated April 26, 2019, by and
between Brixmor Property Group Inc. and
Steven F. Siegel
Third Amended and Restated Revolving
Credit Agreement, dated as of April 28,
2022, among Brixmor Operating
Partnership LP, as borrower, JPMorgan
Chase Bank, N.A., as administrative
agent, and the lenders party thereto
Incorporated by Reference
Form
—
File No.
—
Date of
Filing
—
Exhibit
Number
—
Filed
Herewith
x
—
—
—
—
x
10-Q 001-36160
7/25/2016
10.1
8-K
001-36160
2/4/2021
10.1
10-Q 001-36160
7/25/2016
10.2
8-K
001-36160
3/8/2019
10.1
8-K
001-36160
2/4/2022
10.1
10-K 001-36160
2/13/2017
10.22
8-K
001-36160
3/8/2019
10.2
8-K
001-36160
2/4/2022
10.2
10-K 001-36160
2/13/2017
10.23
S-11
333-190002
8/23/2013
10.23
10-Q 001-36160
4/29/2019
10.3
10-Q 001-36160
4/29/2019
10.4
10-Q 001-36160
5/2/2022
10.1
44
Exhibit
Number
10.18
10.19
21.1
21.1
23.1
23.2
31.1
31.2
31.3
31.4
32.1
32.2
Exhibit Description
Amended and Restated Term Loan
Agreement, dated as of April 28, 2022,
among Brixmor Operating Partnership
LP, as borrower, JPMorgan Chase Bank,
N.A., as administrative agent, and the
lenders from time to time party thereto
Amendment No. 1 to Amended and
Restated Term Loan Agreement, dated as
of July 7, 2022, among Brixmor
Operating Partnership LP, as borrower,
JPMorgan Chase Bank, N.A., as
administrative agent, and the lenders from
time to time party thereto
Subsidiaries of the Brixmor Property
Group Inc.
Subsidiaries of the Brixmor Operating
Partnership LP
Consent of Deloitte & Touche LLP for
Brixmor Property Group Inc.
Consent of Deloitte & Touche LLP for
Brixmor Operating Partnership LP
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
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
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
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
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
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
Incorporated by Reference
Form
10-Q 001-36160
File No.
Date of
Filing
5/2/2022
Exhibit
Number
10.2
Filed
Herewith
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
x
x
x
x
x
x
x
x
x
x
x
45
Exhibit
Number
99.1
Exhibit Description
Property List
Form
—
File No.
—
Date of
Filing
—
Exhibit
Number
—
Filed
Herewith
x
Incorporated by Reference
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema
Document
101.CAL XBRL Taxonomy Extension Calculation
Linkbase Document
101.DEF XBRL Taxonomy Extension Definition
Linkbase Document
101.LAB XBRL Taxonomy Extension Label
Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation
104
Linkbase Document
Cover Page Interactive Data File
(formatted as Inline XBRL and included
in Exhibit 101)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
x
x
x
x
x
x
x
* Indicates management contract or compensatory plan or arrangement.
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.
Item 16. Form 10-K Summary
None.
46
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.
SIGNATURES
Date: February 13, 2023
Date: February 13, 2023
BRIXMOR PROPERTY GROUP INC.
By: /s/ James M. Taylor
James M. Taylor
Chief Executive Officer and President
(Principal Executive Officer)
BRIXMOR OPERATING PARTNERSHIP LP
By: /s/ James M. Taylor
James M. Taylor
Chief Executive Officer and President
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: February 13, 2023
Date: February 13, 2023
Date: February 13, 2023
Date: February 13, 2023
Date: February 13, 2023
Date: February 13, 2023
Date: February 13, 2023
Date: February 13, 2023
Date: February 13, 2023
Date: February 13, 2023
Date: February 13, 2023
By: /s/ James M. Taylor
James M. Taylor
Chief Executive Officer and President
(Principal Executive Officer, Director, Sole
Director of Sole Member of General Partner of
Operating Partnership)
By: /s/ Angela Aman
Angela Aman
Chief Financial Officer
(Principal Financial Officer)
By: /s/ Steven Gallagher
Steven Gallagher
Chief Accounting Officer
(Principal Accounting Officer)
By: /s/ John G. Schreiber
John G. Schreiber
Chairman of the Board of Directors
By: /s/ Michael Berman
Michael Berman
Director
By: /s/ Sheryl M. Crosland
Sheryl M. Crosland
Director
By: /s/ Thomas W. Dickson
Thomas W. Dickson
Director
By: /s/ Daniel B. Hurwitz
Daniel B. Hurwitz
Director
By: /s/ William D. Rahm
William D. Rahm
Director
By: /s/ Juliann Bowerman
Juliann Bowerman
Director
By: /s/ Sandra A. J. Lawrence
Sandra A. J. Lawrence
Director
47
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND
FINANCIAL STATEMENT SCHEDULES
Form
10-K
Page
1 CONSOLIDATED STATEMENTS
Reports of Independent Registered Public Accounting Firm .....................................................................
F-2
Brixmor Property Group Inc.:
Consolidated Balance Sheets as of December 31, 2022 and 2021 .............................................................
F-8
Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020 ...........
F-9
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021
and 2020 ...................................................................................................................................................... F-10
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2022, 2021 and
2020 ............................................................................................................................................................ F-11
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020 .......... F-12
Brixmor Operating Partnership LP:
Consolidated Balance Sheets as of December 31, 2022 and 2021 ............................................................. F-13
Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020 ........... F-14
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021
and 2020 ...................................................................................................................................................... F-15
Consolidated Statements of Changes in Capital for the Years Ended December 31, 2022, 2021 and
2020 ............................................................................................................................................................ F-16
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020 .......... F-17
Notes to Consolidated Financial Statements ............................................................................................... F-18
2 CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
Schedule II – Valuation and Qualifying Accounts ..................................................................................... F-39
Schedule III – Real Estate and Accumulated Depreciation ........................................................................ F-40
All other schedules are omitted because they are not applicable or the required information is shown in
the financial statements or notes thereto.
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Brixmor Property Group Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Brixmor Property Group Inc. and Subsidiaries
(the "Company") as of December 31, 2022 and 2021, the related consolidated statements of operations,
comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December
31, 2022, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the
"financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial
position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for
each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally
accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on
criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission and our report dated February 13, 2023, expressed an unqualified
opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with
the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial
statements that was communicated or required to be communicated to the audit committee and that (1) relates to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Impairment of Real Estate Assets - Refer to Note 1 and Note 5 to the financial statements
Critical Audit Matter Description
Management 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 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 aggregate future undiscounted and
unleveraged property operating cash flows, taking into account the anticipated probability-weighted hold period, is
less than the carrying value of the property. Various factors are considered in the estimation process, including the
anticipated hold period, current and/or future reinvestment projects, and the effects of demand and competition on
future operating income and/or property values. Changes in any estimates and/or assumptions, particularly the
anticipated hold 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, an impairment charge is recognized to reflect the
estimated fair value.
F-2
The Company utilizes estimates and assumptions when determining potential impairments based on the asset’s
projected operating cash flows. We identified management’s estimate of anticipated hold period for the properties
evaluated for impairment as a critical audit matter because of the significance of the estimate within management’s
evaluation of the recoverability of real estate assets. Changes in the anticipated hold period could have a material
impact on the projected operating cash flows and the amount of recorded impairment charge(s). This required a high
degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the
reasonableness of management’s assessment of expected remaining hold period.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to management’s estimates in determining the impairment of real estate asset values
included the following, among others:
• We tested the effectiveness of controls over management’s impairment analysis, including controls over the
estimate of the anticipated hold period of real estate assets.
• We evaluated the Company’s estimate of hold periods by:
◦
◦
Performing a retrospective analysis to compare historical estimates for real estate assets that have
subsequently been disposed.
Obtaining and evaluating financial and operational evidence of the assumption of the anticipated
hold period.
/s/ DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
February 13, 2023
We have served as the Company's auditor since 2015.
F-3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Brixmor Property Group Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Brixmor Property Group Inc. and Subsidiaries (the
“Company”) as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion,
the Company maintained, in all material respects, effective internal control over financial reporting as of December
31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the
Company and our report dated February 13, 2023, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and
for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on
the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting
was maintained in all material respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
/s/ DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
February 13, 2023
F-4
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners and the Board of Directors of Brixmor Operating Partnership LP
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Brixmor Operating Partnership LP and
Subsidiaries (the "Operating Partnership") as of December 31, 2022 and 2021, the related consolidated statements of
operations, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended
December 31, 2022, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as
the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the
financial position of the Operating Partnership as of December 31, 2022 and 2021, and the results of its operations
and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting
principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Operating Partnership's internal control over financial reporting as of December 31, 2022,
based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission and our report dated February 13, 2023, expressed an
unqualified opinion on the Operating Partnership's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Operating Partnership's management. Our responsibility is to
express an opinion on the Operating Partnership’s financial statements based on our audits. We are a public
accounting firm registered with the PCAOB and are required to be independent with respect to the Operating
Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial
statements that was communicated or required to be communicated to the audit committee and that (1) relates to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Impairment of Real Estate Assets - Refer to Note 1 and Note 5 to the financial statements
Critical Audit Matter Description
Management 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 the Operating
Partnership’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 aggregate future
undiscounted and unleveraged property operating cash flows, taking into account the anticipated probability-
weighted hold period, is less than the carrying value of the property. Various factors are considered in the estimation
process, including the anticipated hold period, current and/or future reinvestment projects, and the effects of demand
and competition on future operating income and/or property values. Changes in any estimates and/or assumptions,
particularly the anticipated hold 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, an impairment charge is recognized
to reflect the estimated fair value.
F-5
The Operating Partnership utilizes estimates and assumptions when determining potential impairments based on the
asset’s projected operating cash flows. We identified management’s estimate of anticipated hold period for the
properties evaluated for impairment as a critical audit matter because of the significance of the estimate within
management’s evaluation of the recoverability of real estate assets. Changes in the anticipated hold period could
have a material impact on the projected operating cash flows and the amount of recorded impairment charge(s). This
required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to
evaluate the reasonableness of management’s assessment of expected remaining hold period.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to management’s estimates in determining the impairment of real estate asset values
included the following, among others:
• We tested the effectiveness of controls over management’s impairment analysis, including controls over the
estimate of the anticipated hold period of real estate assets.
• We evaluated the Operating Partnership’s estimate of hold periods by:
◦
◦
Performing a retrospective analysis to compare historical estimates for real estate assets that have
subsequently been disposed.
Obtaining and evaluating financial and operational evidence of the assumption of the anticipated
hold period.
/s/ DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
February 13, 2023
We have served as the Operating Partnership’s auditor since 2015.
F-6
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners and the Board of Directors of Brixmor Operating Partnership LP
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Brixmor Operating Partnership LP and Subsidiaries
(the “Operating Partnership”) as of December 31, 2022, based on criteria established in Internal Control —
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). In our opinion, the Operating Partnership maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated
Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the
Operating Partnership and our report dated February 13, 2023, expressed an unqualified opinion on those financial
statements.
Basis for Opinion
The Operating Partnership’s management is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express
an opinion on the Operating Partnership’s internal control over financial reporting based on our audit. We are a
public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating
Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting
was maintained in all material respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
/s/ DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
February 13, 2023
F-7
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share information)
Assets
Real estate
Land
Buildings and improvements
Accumulated depreciation and amortization
Real estate, net
Cash and cash equivalents
Restricted cash
Marketable securities
Receivables, net
Deferred charges and prepaid expenses, net
Real estate assets held for sale
Other assets
Total assets
Liabilities
Debt obligations, net
Accounts payable, accrued expenses and other liabilities
Total liabilities
Commitments and contingencies (Note 15)
Equity
Common stock, $0.01 par value; authorized 3,000,000,000 shares; 309,042,754 and 306,337,045
shares issued and 299,915,762 and 297,210,053 shares outstanding
Additional paid-in capital
Accumulated other comprehensive income (loss)
Distributions in excess of net income
Total equity
Total liabilities and equity
December 31,
2022
December 31,
2021
$
1,820,358 $
1,773,448
9,077,993
10,898,351
8,654,966
10,428,414
(2,996,759)
(2,813,329)
7,901,592
7,615,085
16,492
4,767
21,669
264,146
154,141
10,439
62,684
296,632
1,111
20,224
234,873
143,503
16,131
49,834
$
8,435,930 $
8,377,393
$
5,035,501 $
5,164,518
535,419
5,570,920
494,529
5,659,047
—
—
2,999
2,972
3,299,496
3,231,732
8,851
(446,336)
2,865,010
(12,674)
(503,684)
2,718,346
$
8,435,930 $
8,377,393
The accompanying notes are an integral part of these consolidated financial statements.
F-8
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Revenues
Rental income
Other revenues
Total revenues
Operating expenses
Operating costs
Real estate taxes
Depreciation and amortization
Impairment of real estate assets
General and administrative
Total operating expenses
Other income (expense)
Dividends and interest
Interest expense
Gain on sale of real estate assets
Loss on extinguishment of debt, net
Other
Total other expense
Net income
Net income per common share:
Basic
Diluted
Weighted average shares:
Basic
Diluted
Year Ended December 31,
2022
2021
2020
$
1,217,362 $
1,146,304 $
1,050,943
712
5,970
2,323
1,218,074
1,152,274
1,053,266
141,408
170,383
344,731
5,724
117,225
779,471
314
(192,427)
111,563
(221)
(3,639)
(84,410)
132,042
165,746
327,152
1,898
105,454
732,292
299
(194,776)
73,092
(28,345)
(65)
111,678
168,943
335,583
19,551
98,280
734,035
482
(199,988)
34,499
(28,052)
(4,999)
(149,795)
(198,058)
$
$
$
354,193 $
270,187 $
121,173
1.18 $
1.17 $
0.91 $
0.90 $
299,938
301,742
297,408
298,835
0.41
0.41
296,972
297,899
The accompanying notes are an integral part of these consolidated financial statements.
F-9
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Net income
Other comprehensive income (loss)
Year Ended December 31,
2022
2021
2020
$
354,193 $
270,187 $
121,173
Change in unrealized gain (loss) on interest rate swaps, net (Note 6)
Change in unrealized gain (loss) on marketable securities
Total other comprehensive income (loss)
Comprehensive income
22,226
(701)
21,525
15,640
(256)
15,384
$
375,718 $
285,571 $
(18,571)
56
(18,515)
102,658
The accompanying notes are an integral part of these consolidated financial statements.
F-10
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in thousands, except per share data)
Common Stock
Number
Amount
Additional
Paid-in Capital
Accumulated
Other
Comprehensive
Income (Loss)
Distributions in
Excess of Net
Income
Total
Beginning balance, January 1, 2020
297,857 $
2,979 $
3,230,625 $
(9,543) $
(480,204) $
2,743,857
Common stock dividends ($0.500 per common share)
Equity compensation expense
Other comprehensive loss
Issuance of common stock
Repurchases of common stock
Share-based awards retained for taxes
Net income
—
—
—
287
(1,650)
—
—
—
—
—
3
(17)
—
—
—
11,895
—
—
(24,990)
(3,540)
—
—
—
(18,515)
—
—
—
—
Ending balance, December 31, 2020
296,494
2,965
3,213,990
(28,058)
Common stock dividends ($0.885 per common share)
Equity compensation expense
Other comprehensive loss
Issuance of common stock
Share-based awards retained for taxes
Net income
—
—
—
716
—
—
—
—
—
7
—
—
—
18,597
—
4,657
(5,512)
—
—
—
15,384
—
—
—
Ending balance, December 31, 2021
297,210
2,972
3,231,732
(12,674)
Common stock dividends ($0.980 per common share)
Equity compensation expense
Other comprehensive income
Issuance of common stock
Share-based awards retained for taxes
Net income
—
—
—
2,706
—
—
—
—
—
27
—
—
—
25,185
—
53,073
(10,494)
—
—
—
21,525
—
—
—
(149,165)
—
—
—
—
—
121,173
(508,196)
(265,675)
—
—
—
—
270,187
(503,684)
(296,845)
—
—
—
—
354,193
(149,165)
11,895
(18,515)
3
(25,007)
(3,540)
121,173
2,680,701
(265,675)
18,597
15,384
4,664
(5,512)
270,187
2,718,346
(296,845)
25,185
21,525
53,100
(10,494)
354,193
Ending balance, December 31, 2022
299,916 $
2,999 $
3,299,496 $
8,851 $
(446,336) $
2,865,010
The accompanying notes are an integral part of these consolidated financial statements.
F-11
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Year Ended December 31,
2022
2021
2020
$
354,193 $
270,187 $
121,173
Depreciation and amortization
Accretion of debt premium and discount, net
Deferred financing cost amortization
Accretion of above- and below-market leases, net
Tenant inducement amortization and other
Impairment of real estate assets
Gain on sale of real estate assets
Equity compensation expense, net
Loss on extinguishment of debt, net
Changes in operating assets and liabilities:
Receivables, net
Deferred charges and prepaid expenses
Other assets
Accounts payable, accrued expenses and other liabilities
Net cash provided by operating activities
Investing activities:
Improvements to and investments in real estate assets
Acquisitions of real estate assets
Proceeds from sales of real estate assets
Purchase of marketable securities
Proceeds from sale of marketable securities
Net cash used in investing activities
Financing activities:
Repayment of secured debt obligations
Repayment of borrowings under unsecured revolving credit facility
Proceeds from borrowings under unsecured revolving credit facility
Proceeds from unsecured notes
Repayment of borrowings under unsecured term loans and notes
Deferred financing and debt extinguishment costs
Proceeds from issuances of common shares
Distributions to common stockholders
Repurchases of common shares
Repurchases of common shares in conjunction with equity award plans
Net cash provided by (used in) financing activities
Net change in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period
Cash, cash equivalents and restricted cash at end of period
Reconciliation to consolidated balance sheets:
Cash and cash equivalents
Restricted cash
Cash, cash equivalents and restricted cash at end of period
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amount capitalized of $3,081, $4,009 and $4,231
State and local taxes paid
$
$
$
$
344,731
(2,863)
7,012
(12,156)
3,965
5,724
(111,563)
23,407
221
(31,951)
(38,445)
(551)
24,658
566,382
(330,356)
(409,688)
279,815
(25,294)
23,070
(462,453)
—
(675,000)
800,000
—
(250,000)
(8,387)
53,100
(289,632)
—
(10,494)
(380,413)
(276,484)
297,743
327,152
(2,862)
7,496
(12,603)
4,944
1,898
(73,092)
17,090
28,345
2,189
(30,377)
(448)
12,320
552,239
(308,575)
(258,807)
237,404
(17,475)
16,448
(331,005)
—
—
—
847,735
(850,000)
(33,718)
5,146
(257,229)
—
(5,512)
(293,578)
(72,344)
370,087
21,259 $
297,743 $
335,583
(1,068)
7,527
(16,495)
3,579
19,551
(34,499)
10,951
28,052
(9,795)
(22,560)
(475)
1,577
443,101
(284,756)
(3,425)
122,387
(22,565)
21,110
(167,249)
(7,000)
(653,000)
646,000
820,396
(500,000)
(34,740)
—
(170,397)
(25,007)
(3,540)
72,712
348,564
21,523
370,087
16,492 $
296,632 $
368,675
4,767
1,111
1,412
21,259 $
297,743 $
370,087
187,293 $
191,048 $
183,187
1,951
1,652
3,577
The accompanying notes are an integral part of these consolidated financial statements.
F-12
BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except unit information)
Assets
Real estate
Land
Buildings and improvements
Accumulated depreciation and amortization
Real estate, net
Cash and cash equivalents
Restricted cash
Marketable securities
Receivables, net
Deferred charges and prepaid expenses, net
Real estate assets held for sale
Other assets
Total assets
Liabilities
Debt obligations, net
Accounts payable, accrued expenses and other liabilities
Total liabilities
Commitments and contingencies (Note 15)
Capital
Partnership common units; 309,042,754 and 306,337,045 units issued and 299,915,762 and
297,210,053 units outstanding
Accumulated other comprehensive loss
Total capital
Total liabilities and capital
December 31,
2022
December 31,
2021
$
1,820,358 $
1,773,448
9,077,993
10,898,351
8,654,966
10,428,414
(2,996,759)
(2,813,329)
7,901,592
7,615,085
15,565
4,767
21,669
264,146
154,141
10,439
62,684
281,474
1,111
20,224
234,873
143,503
16,131
49,834
$
8,435,003 $
8,362,235
$
5,035,501 $
5,164,518
535,419
5,570,920
494,529
5,659,047
—
—
2,855,232
8,851
2,864,083
2,715,863
(12,675)
2,703,188
$
8,435,003 $
8,362,235
The accompanying notes are an integral part of these consolidated financial statements.
F-13
BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per unit data)
Revenues
Rental income
Other revenues
Total revenues
Operating expenses
Operating costs
Real estate taxes
Depreciation and amortization
Impairment of real estate assets
General and administrative
Total operating expenses
Other income (expense)
Dividends and interest
Interest expense
Gain on sale of real estate assets
Loss on extinguishment of debt, net
Other
Total other expense
Net income
Net income per common unit:
Basic
Diluted
Weighted average units:
Basic
Diluted
Year Ended December 31,
2022
2021
2020
$
1,217,362 $
1,146,304 $
1,050,943
712
5,970
2,323
1,218,074
1,152,274
1,053,266
141,408
170,383
344,731
5,724
117,225
779,471
314
(192,427)
111,563
(221)
(3,639)
(84,410)
132,042
165,746
327,152
1,898
105,454
732,292
299
(194,776)
73,092
(28,345)
(65)
111,678
168,943
335,583
19,551
98,280
734,035
482
(199,988)
34,499
(28,052)
(4,999)
(149,795)
(198,058)
$
$
$
354,193 $
270,187 $
121,173
1.18 $
1.17 $
0.91 $
0.90 $
299,938
301,742
297,408
298,835
0.41
0.41
296,972
297,899
The accompanying notes are an integral part of these consolidated financial statements.
F-14
BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Net income
Other comprehensive income (loss)
Year Ended December 31,
2022
2021
2020
$
354,193 $
270,187 $
121,173
Change in unrealized gain (loss) on interest rate swaps, net (Note 6)
Change in unrealized gain (loss) on marketable securities
Total other comprehensive income (loss)
Comprehensive income
22,226
(701)
21,525
15,640
(256)
15,384
$
375,718 $
285,571 $
(18,571)
56
(18,515)
102,658
The accompanying notes are an integral part of these consolidated financial statements.
F-15
BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL
(in thousands)
Beginning balance, January 1, 2020
$
2,753,385 $
(9,544) $
2,743,841
Partnership
Common Units
Accumulated
Other
Comprehensive
Income (Loss)
Total
Distributions to partners
Equity compensation expense
Other comprehensive loss
Issuance of OP Units
Repurchases of OP Units
Share-based awards retained for taxes
Net income attributable to Brixmor Operating Partnership LP
Ending balance, December 31, 2020
Distributions to partners
Equity compensation expense
Other comprehensive loss
Issuance of OP Units
Share-based awards retained for taxes
Net income attributable to Brixmor Operating Partnership LP
Ending balance, December 31, 2021
Distributions to partners
Equity compensation expense
Other comprehensive income
Issuance of OP Units
Share-based awards retained for taxes
Net income attributable to Brixmor Operating Partnership LP
(159,163)
11,895
—
3
(25,007)
(3,540)
121,173
2,698,746
(270,819)
18,597
—
4,664
(5,512)
270,187
2,715,863
(282,615)
25,185
—
53,100
(10,494)
354,193
—
—
(18,515)
—
—
—
—
(28,059)
—
—
15,384
—
—
—
(12,675)
—
—
21,526
—
—
—
(159,163)
11,895
(18,515)
3
(25,007)
(3,540)
121,173
2,670,687
(270,819)
18,597
15,384
4,664
(5,512)
270,187
2,703,188
(282,615)
25,185
21,526
53,100
(10,494)
354,193
Ending balance, December 31, 2022
$
2,855,232 $
8,851 $
2,864,083
The accompanying notes are an integral part of these consolidated financial statements.
F-16
BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Year Ended December 31,
2022
2021
2020
$
354,193 $
270,187 $
121,173
Depreciation and amortization
Accretion of debt premium and discount, net
Deferred financing cost amortization
Accretion of above- and below-market leases, net
Tenant inducement amortization and other
Impairment of real estate assets
Gain on sale of real estate assets
Equity compensation expense, net
Loss on extinguishment of debt, net
Changes in operating assets and liabilities:
Receivables, net
Deferred charges and prepaid expenses
Other assets
Accounts payable, accrued expenses and other liabilities
Net cash provided by operating activities
Investing activities:
Improvements to and investments in real estate assets
Acquisitions of real estate assets
Proceeds from sales of real estate assets
Purchase of marketable securities
Proceeds from sale of marketable securities
Net cash used in investing activities
Financing activities:
Repayment of secured debt obligations
Repayment of borrowings under unsecured revolving credit facility
Proceeds from borrowings under unsecured revolving credit facility
Proceeds from unsecured notes
Repayment of borrowings under unsecured term loans and notes
Deferred financing and debt extinguishment costs
Proceeds from issuances of OP Units
Partner distributions and repurchases of OP Units
Net cash provided by (used in) financing activities
Net change in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period
Cash, cash equivalents and restricted cash at end of period
Reconciliation to consolidated balance sheets:
Cash and cash equivalents
Restricted cash
Cash, cash equivalents and restricted cash at end of period
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amount capitalized of $3,081, $4,009 and $4,231
State and local taxes paid
344,731
(2,863)
7,012
(12,156)
3,965
5,724
(111,563)
23,407
221
(31,951)
(38,445)
(551)
24,658
566,382
(330,356)
(409,688)
279,815
(25,294)
23,070
(462,453)
—
(675,000)
800,000
—
(250,000)
(8,387)
53,100
(285,895)
(366,182)
(262,253)
282,585
327,152
(2,862)
7,496
(12,603)
4,944
1,898
(73,092)
17,090
28,345
2,189
(30,377)
(448)
12,320
552,239
(308,575)
(258,807)
237,404
(17,475)
16,448
(331,005)
—
—
—
847,735
(850,000)
(33,718)
5,146
(267,885)
(298,722)
(77,488)
360,073
20,332 $
282,585 $
335,583
(1,068)
7,527
(16,495)
3,579
19,551
(34,499)
10,951
28,052
(9,795)
(22,560)
(475)
1,577
443,101
(284,756)
(3,425)
122,387
(22,565)
21,110
(167,249)
(7,000)
(653,000)
646,000
820,396
(500,000)
(34,740)
—
(208,942)
62,714
338,566
21,507
360,073
15,565 $
281,474 $
358,661
4,767
1,111
1,412
20,332 $
282,585 $
360,073
187,293 $
1,951
191,048 $
1,652
183,187
3,577
$
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
F-17
BRIXMOR PROPERTY GROUP INC. AND BRIXMOR OPERATING PARTNERSHIP LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(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
corporation that has elected to be taxed as a 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 limited liability company interests of BPG Subsidiary 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”) owns and operates one
of the largest publicly-traded open-air retail portfolios by gross leasable area (“GLA”) in the United States (“U.S.”),
comprised primarily of community and neighborhood shopping centers. As of December 31, 2022, the Company’s
portfolio was comprised of 373 shopping centers (the “Portfolio”) totaling approximately 66 million square feet of
GLA. The Company’s high-quality national Portfolio is primarily located within established trade areas in the top 50
Core-Based Statistical Areas in the U.S., and its shopping centers are primarily anchored by non-discretionary and
value-oriented retailers, as well as consumer-oriented service providers.
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 financial information included herein reflects the consolidated financial position of the Company as of
December 31, 2022 and 2021 and the consolidated results of its operations and cash flows for the years ended
December 31, 2022, 2021, and 2020.
Principles of Consolidation and Use of Estimates
The accompanying 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. All intercompany transactions have been eliminated.
When the Company obtains an economic interest in an entity, management evaluates the entity to determine: (i)
whether the entity is a variable interest entity (“VIE”), (ii) in the event the entity is a VIE, whether the Company is
the primary beneficiary of the entity, and (iii) in the event the entity is not a VIE, whether the Company otherwise
has a controlling financial interest.
The Company consolidates: (i) entities that are VIEs for which the Company is deemed to be the primary
beneficiary and (ii) entities that are not VIEs which the Company controls. If the Company has an interest in a VIE
but it is not determined to be the primary beneficiary, the Company accounts for its interest under the equity method
of accounting. Similarly, for those entities which are not VIEs and the Company does not have a controlling
financial interest, the Company accounts for its interests under the equity method of accounting. The Company
continually reconsiders its determination of whether an entity is a VIE and whether the Company qualifies as its
primary beneficiary. The Company has evaluated the Operating Partnership and has determined it is not a VIE as of
December 31, 2022.
The Company acquires properties, from time to time, using a reverse like-kind exchange structure pursuant to
Section 1031 of the Internal Revenue Code (a “reverse 1031 exchange”) and, as such, the properties are in the
possession of an Exchange Accommodation Titleholder (“EAT”) until the reverse 1031 exchange is completed. The
EAT is classified as a VIE as it is a “thinly capitalized” entity. The Company owns 100% of the EAT, controls the
activities that most significantly impact the EAT’s economic performance, and can collapse the reverse 1031
F-18
exchange structure at any time. Therefore, the Company consolidates the EAT because it is the primary beneficiary.
Assets of the EAT primarily consist of leased property (real estate and intangibles).
GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses
during a reporting period. The most significant assumptions and estimates relate to impairment of real estate,
recovery of receivables, and depreciable lives. These estimates are based on historical experience and other
assumptions that management believes are reasonable under the circumstances. Management evaluates its estimates
on an ongoing basis and makes revisions to these estimates and related disclosures as new information becomes
known. Actual results could differ from these estimates.
Cash and Cash Equivalents
For purposes of presentation on both the Consolidated Balance Sheets and the Consolidated Statements of Cash
Flows, the Company considers instruments with an original maturity of three months or less to be cash and cash
equivalents.
The Company maintains its cash and cash equivalents at major financial institutions. The cash and cash equivalents
balance at one or more of these financial institutions exceeds the Federal Depository Insurance Corporation
(“FDIC”) insurance coverage. The Company periodically assesses the credit risk associated with these financial
institutions and believes that the risk of loss is minimal.
Restricted Cash
Restricted cash represents cash deposited in escrow accounts that generally can only be used for the payment of real
estate taxes, debt service, insurance, and future capital expenditures as required by certain loan and lease
agreements, as well as legally restricted tenant security deposits and funds held in escrow for pending transactions.
Real Estate
Real estate assets are recognized on the Company’s 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) and identifiable intangible
assets and liabilities (consisting of above- and below-market leases and in-place leases) based on an evaluation of
available information. 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.
In allocating fair value to identifiable intangible assets and liabilities, 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 the 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 lesser of 30 years or the remaining non-cancelable term of
the leases, which includes renewal periods with fixed rental terms that are considered to be below-market. The
capitalized above-market or below-market intangibles are amortized as a reduction of, or increase to, rental income
over the remaining non-cancelable term of the leases.
The value of in-place leases is estimated based on management’s evaluation of the specific characteristics of each
tenant lease, including: (i) fair market rent and the reimbursement of property operating expenses, including
common area expenses, utilities, insurance, real estate taxes, and capital expenditures that would be forgone during a
hypothetical expected lease-up period and (ii) costs that would be incurred, including leasing commissions, legal and
marketing costs, and tenant improvements and allowances, to execute similar leases. The value assigned to in-place
leases is amortized to Depreciation and amortization expense over the remaining term of the leases.
F-19
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 improvements
Furniture, fixtures, and equipment
Tenant improvements
20 – 40 years
5 – 10 years
The 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 to
Operating costs as incurred.
In situations in which a tenant’s non-cancelable lease term has been modified, the Company evaluates the remaining
useful lives of depreciable or amortizable assets in the asset group related to the lease (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 modification, the Company may accelerate the
depreciation and amortization associated with the asset group.
Management 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 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 aggregate future undiscounted and
unleveraged property operating cash flows, taking into account the anticipated probability-weighted hold period, is
less than the carrying value of the property. Various factors are considered in the estimation process, including the
anticipated hold period, current and/or future reinvestment projects, and the effects of demand and competition on
future operating income and/or property values. Changes in any estimates and/or assumptions, particularly the
anticipated hold 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, an impairment charge is recognized to reflect the
estimated fair value of the asset
When management identifies a real estate asset 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, an impairment charge is recognized to reflect the estimated fair value of the asset. Properties
classified as real estate held for sale represent properties that are under contract for sale and where the applicable
pre-sale due diligence period has expired prior to the end of the reporting period.
Real Estate Under Development and Redevelopment
Certain costs are capitalized related to the development and redevelopment of real estate including pre-construction
costs, construction costs, real estate taxes, insurance, utilities, and compensation and other related costs of personnel
directly involved. Additionally, the Company capitalizes interest expense related to development and redevelopment
activities. Capitalization of these costs begins when the activities and related expenditures commence and ceases
when the project is substantially complete and ready for its intended use, at which time the project is placed in
service and depreciation commences. Additionally, the Company makes estimates as to the probability of certain
development and redevelopment projects being completed. If the Company determines the development or
redevelopment is no longer probable of completion, the Company expenses all capitalized costs that are not
recoverable.
Deferred Leasing and Financing Costs
Direct costs incurred in executing tenant leases and long-term financings are capitalized and amortized using the
straight-line method over the term of the related lease or debt agreement, which approximates the effective interest
method. For tenant leases, capitalized costs incurred include tenant improvements, tenant allowances, leasing
commissions, and leasing legal fees. For long-term financings, capitalized costs incurred include bank and legal
fees. The amortization of deferred leasing and financing costs is included in Depreciation and amortization and
Interest expense, respectively, on the Company’s Consolidated Statements of Operations and in Operating activities
on the Company’s Consolidated Statements of Cash Flows.
F-20
Marketable Securities
The Company classifies its marketable securities, which are comprised of debt securities, as available-for-sale.
These securities are carried at fair value, which is based primarily on publicly traded market values in active
markets, and is classified accordingly on the fair value hierarchy.
Any unrealized loss on the Company’s financial instruments must be assessed to determine the portion, if any, that is
attributable to credit loss and the portion that is due to other factors, such as changes in market interest rates. “Credit
loss” refers to any portion of the carrying amount that the Company does not expect to collect over a financial
instrument’s contractual life. The Company considers current market conditions and reasonable forecasts of future
market conditions to estimate expected credit losses over the life of the financial instrument. Any portion of
unrealized losses due to credit loss is recognized through net income and reported in equity as a component of
distributions in excess of net income. The portion of unrealized losses due to other factors is recognized through
other comprehensive income (loss) and reported in accumulated other comprehensive loss.
Derivative Financial Instruments and Hedging
Derivatives are measured at fair value and are recognized in the Company’s Consolidated Balance Sheets as assets
or liabilities, depending on the Company’s rights or obligations under the applicable derivative contract. The
accounting for changes in the fair value of a derivative varies based on the intended use of the derivative, whether
the Company has elected to designate the derivative in a hedging relationship and apply hedge accounting, and
whether the hedging relationship has satisfied the necessary hedge accounting criteria. Derivatives designated as a
hedge of the exposure to variability in expected future cash flows are considered cash flow hedges. In a cash flow
hedge, hedge accounting generally provides for the matching of the timing of recognition of gain or loss on the
hedging instrument with the recognition of the earnings effect of the hedged transaction.
Revenue Recognition and Receivables
The Company enters into agreements with tenants that convey the right to control the use of identified space at its
shopping centers in exchange for rental revenue. These agreements meet the criteria for recognition as leases under
Accounting Standards Codification (“ASC”) 842, Leases. Rental revenue is recognized on a straight-line basis over
the terms of the related leases. The cumulative difference between rental revenue recognized on the Company’s
Consolidated Statements of Operations and contractual payment terms is recognized as deferred rent and included in
Receivables, net on the accompanying Consolidated Balance Sheets. The Company commences recognizing rental
revenue based on the date it makes the underlying asset available for use by the tenant. Leases also typically provide
for the reimbursement 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, by the lessee and are
recognized in the period the applicable expenditures are incurred and/or contractually required to be reimbursed.
The Company accounts for rental revenue (lease component) and common area expense reimbursements (non-lease
component) as one lease component under ASC 842. The Company also includes the non-components of its leases,
such as the reimbursement of utilities, insurance, real estate taxes, and certain capital expenditures related to the
maintenance of our properties, within this lease component. These amounts are included in Rental income on the
Company’s Consolidated Statements of Operations.
Certain leases also provide for percentage rents based upon the sales of a lessee. Percentage rents are recognized
upon the achievement of certain predetermined sales thresholds and are included in Rental income on the
Company’s Consolidated Statements of Operations.
Gains from the sale of depreciated operating properties are generally recognized under the full accrual method,
provided that various criteria relating to the terms of the sale and subsequent involvement by the Company with the
applicable property are met.
The Company periodically evaluates the collectability of its receivables related to rental revenue, straight-line rent,
expense reimbursements, and those attributable to other revenue generating activities. The Company analyzes
individual tenant receivables and considers tenant credit-worthiness, the length of time a receivable has been
outstanding, and current economic trends when evaluating collectability. Any receivables that are deemed to be
uncollectible are recognized as a reduction to Rental income on the Company’s Consolidated Statements of
Operations.
F-21
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. These agreements meet the criteria for recognition
as leases under ASC 842. For these agreements 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 the discount rates implicit in the leases are not readily determinable, the Company uses its
incremental secured borrowing rate, based on information available at the commencement date of each lease, to
determine the present value of the associated lease payments. The lease terms utilized by the Company may include
options to extend or terminate the lease when it is reasonably certain that it will exercise such options. The Company
evaluates many factors, including current and future lease cash flows, when determining if an option to extend or
terminate should be included in the non-cancelable period. Lease expense for minimum lease payments is
recognized on a straight-line basis over the non-cancelable lease term. The Company applies the short-term lease
exemption within ASC 842 and has not recorded ROU assets or lease liabilities for leases with original terms of less
than 12 months. Leases also typically provide for the reimbursement 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, by the Company.
For leases where it is the lessee, the Company accounts for lease payments (lease component) and common area
expense reimbursements (non-lease component) as one lease component under ASC 842. The Company also
includes the non-components of its leases, such as the reimbursement of utilities, insurance, real estate taxes, and
certain capital expenditures related to the maintenance of our properties, within this lease component. These
amounts are included in Operating expenses on the Company’s Consolidated Statements of Operations.
Stock Based Compensation
The Company accounts for equity awards in accordance with ASC 718, Compensation - Stock Compensation, which
requires that all share-based payments to employees and non-employee directors be recognized in the Consolidated
Statements of Operations over the service period based on their fair value. Fair value is determined based on the type
of award, using either the grant date market price of the Company’s common stock or the results of a Monte Carlo
simulation model. Equity compensation expense is included in General and administrative expenses on the
Company’s Consolidated Statements of Operations.
Income Taxes
The Parent Company 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 Company must meet several organizational and operational
requirements, including a requirement that it annually 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. Management
intends to continue to satisfy these requirements and maintain the Parent Company’s REIT status. As a REIT, the
Parent Company generally will not be subject to U.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.
The Parent Company 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.
federal income taxes do not materially impact the Consolidated Financial Statements of the Company.
If the Parent Company fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal taxes at regular
corporate rates and may not be able to qualify as a REIT for the four subsequent taxable years. Even if the Parent
Company qualifies for taxation as a REIT, the Parent Company is subject to certain state and local taxes on its
income and property, and to U.S. federal income and excise taxes on its undistributed taxable income as well as
other income items, as applicable.
The Parent Company has elected to treat certain of its subsidiaries as taxable REIT subsidiaries (each a “TRS”), and
the Parent Company may in the future elect to treat newly formed and/or other existing subsidiaries as TRSs. A TRS
may participate in non-real estate related activities and/or perform non-customary services for tenants and is subject
to certain limitations under the Code. A TRS is subject to U.S. federal, state, and local income taxes at regular
corporate rates. Income taxes related to the Parent Company’s TRSs do not materially impact the Consolidated
Financial Statements of the Company.
F-22
The Company has considered the tax positions taken for the open tax years and has concluded that no provision for
income taxes related to uncertain tax positions is required in the Company’s Consolidated Financial Statements as of
December 31, 2022 and 2021. Open tax years generally range from 2019 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 Consolidated Statements of Operations.
New Accounting Pronouncements
Any recently issued accounting standards or pronouncements have been excluded as they either are not relevant to
the Company or they are not expected to have a material impact on the Consolidated Financial Statements of the
Company.
2. Acquisition of Real Estate
During the year ended December 31, 2022, the Company acquired the following assets, in separate transactions:
Description(1)
Brea Gateway
Land at Cobblestone Village
Arboretum Village
Ravinia Plaza
Elmhurst Crossing
North Riverside Plaza
West U Marketplace
Waterford Commons - Ruby Tuesday
Lake Pointe Village
Location
Brea, CA
St. Augustine, FL
Dallas, TX
Orland Park, IL
Elmhurst, IL
Berwyn, IL
Houston, TX
Waterford, CT
Sugarland, TX
Adjustments related to previously acquired assets
Various
Month
Acquired
GLA
Aggregate
Purchase
Price(2)
Jan-22
Jan-22
Jan-22
Feb-22
Apr-22
Apr-22
Apr-22
May-22
Jun-22
Various
181,819 $
83,991
N/A
95,354
101,800
347,503
383,884
60,136
6,781
162,263
N/A
1,661
46,330
26,160
75,096
60,114
33,741
1,574
80,971
50
1,339,540 $
409,688
(1)
(2)
No debt was assumed related to any of the listed acquisitions.
Aggregate purchase price includes $2.0 million of transaction costs, offset by $2.9 million of closing credits.
During the year ended December 31, 2021, the Company acquired the following assets, in separate transactions:
Description(1)
Land at Ellisville Square (3)
Outparcel adjacent to Cobblestone Village
Land associated with Westgate Plaza
Center of Bonita Springs
Champlin Marketplace
Pawleys Island Plaza
Granada Shoppes
Kings Market
Connexion
Location
Ellisville, MO
St. Augustine, FL
Westfield, MA
Bonita Springs, FL
Champlin, MN
Pawleys Island, SC
Naples, FL
Roswell, GA
Roswell, GA
Month
Acquired
GLA
Aggregate
Purchase
Price(2)
Jan-21
Feb-21
Mar-21
Apr-21
Jun-21
Oct-21
Dec-21
Dec-21
Dec-21
N/A $
5,040
N/A
281,394
91,970
120,095
306,981
281,064
107,687
2,014
1,520
245
48,061
14,876
26,418
96,851
39,307
29,515
1,194,231 $
258,807
(1)
(2)
(3)
No debt was assumed related to any of the listed acquisitions.
Aggregate purchase price includes $1.5 million of transaction costs, offset by $2.1 million of closing credits.
The Company terminated a ground lease and acquired a land parcel.
F-23
The aggregate purchase price of the assets acquired during the years ended December 31, 2022 and 2021,
respectively, has been allocated as follows:
Assets
Land
Buildings
Building and tenant improvements
Above-market leases(1)
In-place leases(2)
Total assets
Liabilities
Below-market leases(3)
Other liabilities
Total liabilities
Net assets acquired
Year Ended December 31,
2022
2021
$
84,361 $
294,241
33,352
701
29,607
442,262
$
$
30,748
1,826
32,574
409,688 $
66,378
160,743
25,577
629
17,262
270,589
11,782
—
11,782
258,807
(1)
(2)
(3)
The weighted average amortization period at the time of acquisition for above-market leases related to assets acquired during the year
ended December 31, 2022 was 6.5 years.
The weighted average amortization period at the time of acquisition for in-place leases related to assets acquired during the year ended
December 31, 2022 was 12.1 years.
The weighted average amortization period at the time of acquisition for below-market leases related to assets acquired during the year
ended December 31, 2022 was 20.1 years.
3. Dispositions and Assets Held for Sale
During the year ended December 31, 2022, the Company disposed of 16 shopping centers and 10 partial shopping
centers for aggregate net proceeds of $277.0 million resulting in aggregate gain of $109.2 million and aggregate
impairment of $5.7 million. In addition, during the year ended December 31, 2022, the Company resolved
contingencies related to previously disposed assets and had land at one shopping center seized through eminent
domain for aggregate net proceeds of $2.8 million, resulting in aggregate gain of $2.4 million.
During the year ended December 31, 2021, the Company disposed of 17 shopping centers and 15 partial shopping
centers for aggregate net proceeds of $237.4 million resulting in aggregate gain of $73.1 million and aggregate
impairment of $1.9 million. In addition, during the year ended December 31, 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.
As of December 31, 2022, the Company had one property and two partial properties held for sale. As of December
31, 2021, the Company had one property and two partial properties held for sale. There were no liabilities associated
with the properties classified as held for sale. The following table presents the assets associated with the properties
classified as held for sale:
December 31, 2022
December 31, 2021
Assets
Land
Buildings and improvements
Accumulated depreciation and amortization
Real estate, net
Other assets
$
1,988 $
13,864
(5,625)
10,227
212
Assets associated with real estate assets held for sale
$
10,439 $
4,339
19,181
(7,899)
15,621
510
16,131
There were no discontinued operations for the years ended December 31, 2022, 2021, and 2020 as none of the
dispositions represented a strategic shift in the Company’s business that would qualify as discontinued operations.
F-24
4. Real Estate
The Company’s components of Real estate, net consisted of the following:
Land
Buildings and improvements:
Buildings and tenant improvements
Lease intangibles(1)
Accumulated depreciation and amortization(2)
December 31, 2022
December 31, 2021
$
1,820,358 $
1,773,448
8,535,279
542,714
10,898,351
(2,996,759)
8,110,742
544,224
10,428,414
(2,813,329)
7,615,085
Total
$
7,901,592 $
(1)
(2)
As of December 31, 2022 and 2021, Lease intangibles consisted of $492.0 million and $491.0 million, respectively, of in-place leases
and $50.7 million and $53.2 million, respectively, of above-market leases. These intangible assets are amortized over the term of each
related lease.
As of December 31, 2022 and 2021, Accumulated depreciation and amortization included $465.2 million and $480.9 million,
respectively, of accumulated amortization related to Lease intangibles.
In addition, as of December 31, 2022 and 2021, the Company had intangible liabilities relating to below-market
leases of $349.7 million and $337.1 million, respectively, and accumulated accretion of $252.9 million and $256.2
million, respectively. These intangible liabilities are included in Accounts payable, accrued expenses and other
liabilities on the Company’s Consolidated Balance Sheets. These intangible assets are accreted over the term of each
related lease.
Below-market lease accretion income, net of above-market lease amortization for the years ended December 31,
2022, 2021, and 2020 was $12.2 million, $12.6 million, and $16.5 million, respectively. These amounts are included
in Rental income on the Company’s Consolidated Statements of Operations. Amortization expense associated with
in-place lease value for the years ended December 31, 2022, 2021, and 2020 was $18.9 million, $15.2 million, and
$19.1 million, respectively. These amounts are included in Depreciation and amortization on the Company’s
Consolidated Statements of Operations. The Company’s estimated below-market lease accretion income, net of
above-market lease amortization expense, and in-place lease amortization expense for the next five years are as
follows:
Year ending December 31,
2023
2024
2025
2026
2027
Below-market lease
accretion (income), net of
above-market lease
amortization expense
$
(10,550) $
(9,880)
(8,452)
(7,359)
(6,265)
In-place lease
amortization expense
15,493
12,042
8,837
6,340
4,842
5. Impairments
Management 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 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, an impairment charge is recognized to reflect the estimated fair
value of the asset.
F-25
The Company recognized the following impairments during the year ended December 31, 2022:
Property Name(1)
Location
GLA
Impairment
Charge
Year Ended December 31, 2022
Torrington Plaza (2)
Park Hills Plaza - Excluding Outparcels (2)
New Garden Center (2)
Torrington, CT
Altoona, PA
Kennett Square, PA
125,496 $
238,829
147,370
511,695 $
3,509
1,127
1,088
5,724
(1)
(2)
The Company recognized impairment charges based upon changes in the anticipated hold periods of these properties and/or
offers from third party buyers primarily in connection with the Company’s capital recycling program.
The Company disposed of this property during the year ended December 31, 2022.
The Company recognized the following impairments during the year ended December 31, 2021:
Property Name(1)
Location
GLA
Impairment
Charge
Year Ended December 31, 2021
Albany Plaza(2)
Erie Canal Centre(2)
Albany, GA
DeWitt, NY
114,169 $
123,404
237,573 $
1,467
431
1,898
(1)
(2)
The Company recognized impairment charges based upon changes in the anticipated hold periods of these properties and/or
offers from third party buyers primarily in connection with the Company’s capital recycling program.
The Company disposed of this property during the year ended December 31, 2021.
The Company recognized the following impairments during the year ended December 31, 2020:
Property Name(1)
Location
GLA
Impairment
Charge
Year Ended December 31, 2020
Northmall Centre
Spring Mall
30th Street Plaza(2)
Fry Road Crossing(2)
Chamberlain Plaza(2)
The Pines Shopping Center(3)
Parcel at Lakes Crossing(2)
Tucson, AZ
Greenfield, WI
Canton, OH
Katy, TX
Meriden, CT
Pineville, LA
Muskegon, MI
165,350 $
45,920
145,935
240,940
54,302
179,039
4,990
5,721
4,584
4,449
2,006
1,538
1,239
14
836,476 $
19,551
(1)
(2)
(3)
The Company recognized impairment charges based upon changes in the anticipated hold periods of these properties and/or
offers from third party buyers primarily in connection with the Company’s capital recycling program.
The Company disposed of this property during the year ended December 31, 2020.
The Company disposed of this property during the year ended December 31, 2021.
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 operating properties that
have been impaired.
6. Financial Instruments – Derivatives and Hedging
The Company’s use of derivative instruments is intended to manage its exposure to interest rate movements and
such instruments are not utilized for speculative purposes. In certain situations, the Company may enter into
derivative financial instruments such as interest rate swap agreements 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.
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 exchanging the
F-26
underlying notional amount. The Company utilizes interest rate swaps to partially hedge the cash flows associated
with variable-rate debt. During the years ended December 31, 2022 and 2021, the Company did not enter into any
new interest rate swap agreements. During the year ended December 31, 2021, interest rate swaps with a notional
amount of $250.0 million expired and the Company paid $1.1 million to terminate interest rate swaps with a notional
amount of $250.0 million.
During the year ended December 31, 2022, the Company amended its interest rate swap agreements,
contemporaneous with a modification of the Company's unsecured credit facility agreements, to facilitate reference
rate reform, converting all outstanding swaps from the London Interbank Offered Rate ("LIBOR") to the Secured
Overnight Financing Rate ("SOFR"). As a result of these amendments, the Company has elected to apply additional
expedients within ASU 2020-04, Reference Rate Reform (Topic 848) related to contract modifications, changes in
critical terms, and updates to the designated hedged risk(s), as qualifying changes were made to applicable debt and
derivative contracts.
Detail on the Company’s interest rate derivatives designated as cash flow hedges outstanding as of December 31,
2022 and 2021 is as follows:
Number of Instruments
Notional Amount
December 31, 2022
December 31, 2021
December 31, 2022
December 31, 2021
Interest Rate Swaps
4
4
$
300,000 $
300,000
The Company has elected to present its interest rate derivatives on its Consolidated Balance Sheets on a gross basis
as interest rate swap assets and interest rate swap liabilities. Detail on the fair value of the Company’s interest rate
derivatives on a gross and net basis as of December 31, 2022 and 2020 is as follows:
Fair Value of Derivative Instruments
Interest rate swaps classified as:
December 31, 2022
December 31, 2021
Gross derivative assets
Gross derivative liabilities
Net derivative assets (liabilities)
$
$
9,640 $
—
9,640 $
—
(12,585)
(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’s 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’s interest rate derivatives is determined using market standard
valuation techniques, including discounted cash flow analyses on the expected cash flows of each derivative. These
analyses reflect the contractual terms of the derivative, including the period to maturity, and use observable market-
based inputs, including interest rate curves and implied 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 cash flow hedges is
recognized in other comprehensive income (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’s interest rate swaps that was recognized on the Company’s Consolidated
Statements of Comprehensive Income for the years ended December 31, 2022, 2021, and 2020 is as follows:
Derivatives in Cash Flow Hedging Relationships
(Interest Rate Swaps)
Change in unrealized gain (loss) on interest rate swaps
Amortization (accretion) of interest rate swaps to interest expense
Change in unrealized gain (loss) on interest rate swaps, net
Year Ended December 31,
2022
2021
2020
$
$
19,602 $
5,144 $
(26,998)
2,624
10,496
8,427
22,226 $
15,640 $
(18,571)
The Company estimates that $6.8 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
years ended December 31, 2022, 2021, and 2020.
F-27
Non-Designated (Mark-to-Market) Hedges of Interest Rate Risk
The Company does not use derivatives for trading or speculative purposes. As of December 31, 2022 and 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 provisions whereby if the Company
defaults on certain of its indebtedness and the indebtedness has been accelerated by the lender, then the Company
could also be declared in default on its derivative obligations. If the Company were to breach any of the contractual
provisions of the derivative contracts, it would be required to settle its obligations under such agreements at their
termination value, including accrued interest.
7. Debt Obligations
As of December 31, 2022 and 2021, the Company had the following indebtedness outstanding:
Notes payable
Unsecured notes(2)
Net unamortized premium
Net unamortized debt issuance costs
Total notes payable, net
Unsecured Credit Facility
Revolving Facility
Term Loan Facility(3)
Net unamortized debt issuance costs
Total Unsecured Credit Facility and term loans
Total debt obligations, net
Carrying Value as of
December 31,
2022
December 31,
2021
Stated
Interest
Rate(1)
Scheduled
Maturity
Date
$
4,618,453 $
4,868,453
2.25% – 7.97%
2024 – 2031
23,787
(22,325)
26,651
(26,913)
$
4,619,915 $
4,868,191
$
125,000 $
300,000
(9,414)
—
300,000
(3,673)
$
$
415,586 $
296,327
5,035,501 $
5,164,518
5.44%
5.41%
2026
2027
(1)
(2)
(3)
Stated interest rates as of December 31, 2022 do not include the impact of the Company’s interest rate swap agreements (described below).
The weighted average stated interest rate on the Company’s unsecured notes was 3.69% as of December 31, 2022.
Effective June 1, 2022, the Company has in place four interest rate swap agreements that convert the variable interest rate on the $300
million outstanding under the Term Loan Facility (defined hereafter) to a fixed, combined interest rate of 2.59% (plus a spread of 119
basis points) through July 26, 2024.
2022 Debt Transactions
In April 2022, the Operating Partnership amended and restated its unsecured credit facility (the "Unsecured Credit
Facility"). The amendment provided 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 $300.0 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 delayed draw term loan, scheduled
to mature 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 year ended December 31, 2022, the Operating Partnership repaid $250.0 million principal amount of its
Floating Rate Senior Notes due 2022 (the "2022 Notes"), representing all of the outstanding 2022 Notes, with
available cash on hand. In addition, during the year ended December 31, 2022, the Operating Partnership borrowed
$125.0 million, net of repayments, under its $1.25 billion Revolving Facility, the proceeds of which were used for
general corporate purposes, including $129.9 million of acquisitions, net of 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
December 31, 2022.
F-28
Debt Maturities
As of December 31, 2022 and 2021, the Company had accrued interest of $47.3 million and $46.3 million
outstanding, respectively. As of December 31, 2022, scheduled maturities of the Company’s outstanding debt
obligations were as follows:
Year ending December 31,
2023
2024
2025
2026
2027
Thereafter
Total debt maturities
Net unamortized premium
Net unamortized debt issuance costs
$
—
500,000
700,000
732,542
700,000
2,410,911
5,043,453
23,787
(31,739)
Total debt obligations, net
$
5,035,501
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 Consolidated Balance Sheets at
amounts which, in management’s judgment, reasonably approximate their fair values, except those instruments
listed below:
Notes payable
Unsecured Credit Facility
December 31, 2022
December 31, 2021
Carrying
Amounts
Fair
Value
Carrying
Amounts
Fair
Value
$
4,619,915 $
4,148,681 $
4,868,191 $
5,166,291
415,586
425,056
296,327
300,629
Total debt obligations, net
$
5,035,501 $
4,573,737 $
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.
Based on the above criteria, 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 valuations of the Company’s marketable securities are based primarily on publicly traded
market values in active markets and are classified within Levels 1 and 2 of the fair value hierarchy. See Note 6 for
fair value information regarding the Company’s interest rate derivatives.
F-29
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 December 31, 2022
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable Inputs
(Level 3)
Balance
21,669 $
9,640 $
1,088 $
— $
20,581 $
9,640 $
— $
— $
— $
—
—
—
Fair Value Measurements as of December 31, 2021
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable Inputs
(Level 3)
Balance
20,224 $
6,304 $
13,920 $
(12,585) $
— $
(12,585) $
—
—
Assets:
Marketable securities(1)
Interest rate derivatives
Liabilities:
Interest rate derivatives
Assets:
Marketable securities(1)
Liabilities:
Interest rate derivatives
$
$
$
$
$
(1)
As of December 31, 2022 and 2021, marketable securities included $0.8 million and $0.1 million of net unrealized losses,
respectively. As of December 31, 2022, the contractual maturities of the Company’s marketable securities are within the next five
years.
Non-Recurring Fair Value
Management 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 the Company’s real
estate assets (including any related intangible assets or liabilities) may be impaired. Fair value is determined by
offers from third party buyers, market comparable data, third party appraisals, or discounted cash flow analyses. The
cash flows utilized in such analyses are comprised of unobservable inputs that include forecasted rental revenue and
expenses based upon market conditions and future expectations. The capitalization rates and discount rates utilized
in such analyses are based upon unobservable rates that the 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
valuations of these properties are classified within Level 3 of the fair value hierarchy.
During the years ended December 31, 2022 and December 31, 2021, no properties were remeasured to fair value as
a result of impairment testing that were not sold prior to December 31, 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 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.
As of December 31, 2022, the fixed contractual lease payments to be received over the next five years pursuant to
the terms of non-cancelable operating leases are included in the table below, assuming that no leases are renewed
and no renewal options are exercised. The table below includes payments from tenants who have taken possession of
their space and tenants who have been moved to the cash basis of accounting for revenue recognition purposes. The
F-30
table does not include variable lease payments that may be received under certain leases for the reimbursement of
property operating expenses or certain capital expenditures related to the maintenance of the Company’s properties,
or percentage rents. These variable lease payments are recognized, in the case of reimbursements, in the period when
the applicable expenditures are incurred and/or contractually required to be reimbursed or, in the case of percentage
rents, upon the achievement of certain predetermined sales thresholds.
Year ending December 31,
Operating Leases
2023
2024
2025
2026
2027
Thereafter
$
891,522
801,802
688,715
586,755
461,364
1,472,972
The Company recognized $9.0 million, $6.0 million, and $4.2 million of rental income based on percentage rents for
the years ended December 31, 2022, 2021, and 2020, respectively. These amounts are included in Rental income on
the Company’s Consolidated Statements of Operations. As of December 31, 2022 and 2021, receivables associated
with the effects of recognizing rental income on a straight-line basis were $159.8 million and $139.5 million,
respectively.
F-31
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 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 December 31, 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, such as 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:
Supplemental Statements of Operations Information
2022
2021
2020
Year Ended December 31,
Operating lease costs
Short-term lease costs
Variable lease costs
Total lease costs
Supplemental Statements of Cash Flows Information
Operating cash outflows from operating leases
ROU assets obtained in exchange for operating lease liabilities
ROU assets reduction due to dispositions, held for sale, and lease
modifications
Operating Lease Liabilities
Future minimum operating lease payments:
2023
2024
2025
2026
2027
Thereafter
Total future minimum operating lease payments
Less: imputed interest
Operating lease liabilities
Supplemental Balance Sheets Information
Operating lease liabilities(1)(2)
ROU assets(1)(3)
$
$
$
$
$
$
5,937 $
5,920 $
—
207
1
329
6,144 $
6,250 $
Year Ended December 31,
2022
2021
2020
6,145 $
6,147 $
10,708
(171)
—
(229)
7,058
39
519
7,616
7,066
1,174
(1,748)
As of
December 31, 2022
6,056
5,962
5,661
4,936
2,689
32,956
58,260
(18,337)
39,923
As of December 31,
2022
2021
39,923 $
35,754
33,713
29,325
(1)
(2)
(3)
As of December 31, 2022 and 2021, the weighted average remaining lease term was 16.0 years and 12.7 years, respectively,
and the weighted average discount rate was 4.43% and 4.41%, respectively.
These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s Consolidated
Balance Sheets.
These amounts are included in Other assets on the Company’s Consolidated Balance Sheets.
As of December 31, 2022, there were no material leases that have been executed but not yet commenced.
F-32
11. Equity and Capital
ATM Program
In November 2022, the Company issued a new at-the-market equity offering program (the “ATM Program”) through
which the 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 November
1, 2025, unless earlier terminated or extended by the Company's board of directors, sales agents, forward sellers, and
forward purchasers. The ATM Program replaced the Company's prior at-the-market equity offering program (the
"Prior ATM Program"), which was scheduled to expire on January 9, 2023. During the year ended December 31,
2022, the Company issued 2.1 million shares of common stock under the Prior ATM Program at an average price
per share of $25.40 for total gross proceeds of $53.9 million, excluding commissions. The Company incurred
commissions of $0.7 million in conjunction with the Prior ATM Program for the year ended December 31, 2022.
During the year ended December 31, 2021, the Company issued 0.2 million shares of common stock under the Prior
ATM Program at an average price per share of $25.06 for total gross proceeds of $5.2 million, excluding
commissions. The Company incurred commissions of $0.1 million in conjunction with the Prior ATM Program for
the year ended December 31, 2021. During the year ended December 31, 2020, the Company did not issue any
shares of common stock under the Prior ATM Program. As of December 31, 2022, $400.0 million of common stock
remained available for issuance under the ATM Program.
Share Repurchase Program
In November 2022, the Company established a new share repurchase program (the “Repurchase Program”) for up to
$400.0 million of its common stock. The Repurchase Program is scheduled to expire on November 1, 2025, unless
suspended or extended by the Company's board of directors. The Repurchase Program replaced the Company’s prior
share repurchase program (the “Prior Repurchase Program”), which was scheduled to expire on January 9, 2023.
During the years ended December 31, 2022 and December 31, 2021, the Company did not repurchase any shares of
common stock. During the year ended December 31, 2020, the Company repurchased 1.7 million shares of common
stock under the Prior Repurchase Program at an average price per share of $15.14 for a total of $25.0 million,
excluding commissions. The Company incurred commissions of less than $0.1 million in conjunction with the Prior
Repurchase Program for the year ended December 31, 2020. As of December 31, 2022, the Repurchase Program had
$400.0 million of available repurchase capacity.
Common Stock
In connection with the vesting of restricted stock units (“RSUs”) under the Company’s equity-based compensation
plan, the Company withholds shares to satisfy tax withholding obligations. During the years ended December 31,
2022 and 2021, the Company withheld 0.4 million and 0.3 million shares of its common stock, respectively.
Dividends and Distributions
Because Brixmor Property Group Inc. is a holding company and has no material assets other than its ownership of
BPG Sub, through which it owns the Operating Partnership, and no material operations other than those conducted
by the Operating Partnership, distributions are funded as follows:
•
•
•
first, the Operating Partnership makes distributions to its partners that are holders of OP Units, including
BPG Sub;
second, BPG Sub distributes to Brixmor Property Group Inc. its share of such distributions; and
third, Brixmor Property Group Inc. distributes the amount authorized by the Company's board of directors
and declared by Brixmor Property Group Inc. to its common stockholders on a pro rata basis.
During the years ended December 31, 2022, 2021, and 2020, the Company's board of directors declared common
stock dividends and OP Unit distributions of $0.980 per share/unit, $0.885 per share/unit, and $0.500 per share/unit,
respectively. In response to COVID-19, the Company's board of directors suspended the dividend in the second and
third quarters of 2020. In the fourth quarter of 2020, the Company's board of directors resumed the dividend at a rate
of $0.215 per common share. As of December 31, 2022 and 2021, the Company had declared but unpaid common
stock dividends and OP Unit distributions of $81.6 million and $74.4 million, respectively. These amounts are
included in Accounts payable, accrued expenses and other liabilities on the Company’s Consolidated Balance
Sheets.
F-33
12. Stock Based Compensation
In February 2022, the Company's board of directors approved the 2022 Omnibus Incentive Plan (the “Plan”) and in
April 2022, the Company's stockholders approved the Plan. The Plan provides for a maximum of 10.0 million shares
of the Company’s common stock to be issued for qualified and non-qualified options, stock appreciation rights,
restricted stock, 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 Company's board of directors approved in
2013.
During the years ended December 31, 2022, 2021, and 2020, the Company granted RSUs to certain employees. The
RSUs are divided into multiple tranches, which are all subject to service-based vesting conditions. Certain tranches
are also subject to performance-based criteria that are not market-based or performance-based criteria that are
market-based, and contain a threshold, target, above target, and maximum number of units that can be earned. The
number of units actually earned for each tranche is determined based on performance over a specified performance
period. Tranches that only have a service-based component can only earn a target number of units. The aggregate
number of RSUs granted, assuming the achievement of target level performance, was 0.7 million, 1.0 million, and
0.7 million for the years ended December 31, 2022, 2021, and 2020, respectively, with vesting periods ranging from
one to five years. For grants of service-based RSUs and performance-based RSUs that are not market-based, fair
value is based on the Company’s grant date stock price. For grants of performance-based RSUs that are market-
based, fair value is based on a Monte Carlo simulation model that assesses the probability of satisfying the market
performance hurdles over the remainder of the performance period based on the Company’s historical common
stock performance relative to the other companies within the FTSE Nareit Equity Shopping Centers Index as well as
the following significant assumptions:
Assumption
2022
2021
2020
Volatility
27.0% - 51.0%
50.0% - 64.0%
20.0% - 23.0%
Weighted average risk-free interest rate
1.08% - 1.39%
0.11% - 0.18%
1.20% - 1.30%
Weighted average common stock dividend yield
3.8% - 4.6%
4.1% - 5.8%
5.9% - 6.0%
Year Ended December 31,
Information with respect to RSUs for the years ended December 31, 2022, 2021, and 2020 are as follows (in
thousands):
Restricted
Shares
Aggregate
Intrinsic Value
Outstanding, December 31, 2019
1,766 $
Vested
Granted
Forfeited
Outstanding, December 31, 2020
Vested
Granted
Forfeited
Outstanding, December 31, 2021
Vested
Granted
Forfeited
(462)
753
(83)
1,974
(834)
1,225
(57)
2,308
(994)
981
(28)
Outstanding, December 31, 2022
2,267 $
35,502
(8,139)
13,760
(1,495)
39,628
(14,396)
22,406
(1,091)
46,547
(18,955)
25,476
(597)
52,471
During the years ended December 31, 2022, 2021, and 2020, the Company recognized $25.2 million, $18.6 million,
and $11.9 million of equity compensation expense, respectively, of which $1.8 million, $1.5 million, and $0.9
million was capitalized, respectively. These amounts are included in General and administrative expense on the
Company’s Consolidated Statements of Operations. As of December 31, 2022, the Company had $22.7 million of
total unrecognized compensation expense related to unvested stock compensation, which is expected to be
recognized over a weighted average period of approximately 2.1 years.
F-34
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 stockholders 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
stock.
The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the years
ended December 31, 2022, 2021, and 2020 (dollars in thousands, except per share data):
Computation of Basic Earnings Per Share:
Net income
Non-forfeitable dividends on unvested restricted shares
Year Ended December 31,
2022
2021
2020
$ 354,193 $ 270,187 $ 121,173
(1,002)
(748)
(410)
Net income attributable to the Company’s common stockholders for basic earnings per share
$ 353,191 $ 269,439 $ 120,763
Weighted average shares outstanding – basic
299,938
297,408
296,972
Basic earnings per share attributable to the Company’s common stockholders:
Net income per share
$
1.18 $
0.91 $
0.41
Computation of Diluted Earnings Per Share:
Net income attributable to the Company’s common stockholders for diluted earnings per share
$ 353,191 $ 269,439 $ 120,763
Weighted average shares outstanding – basic
299,938
297,408
296,972
Effect of dilutive securities:
Equity awards
Weighted average shares outstanding – diluted
1,804
1,427
927
301,742
298,835
297,899
Diluted earnings per share attributable to the Company’s common stockholders:
Net income per share
$
1.17 $
0.90 $
0.41
F-35
14. Earnings per Unit
Basic earnings per unit is calculated by dividing net income attributable to the Operating Partnership’s common
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 unitholders 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 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’s common units.
The following table provides a reconciliation of the numerator and denominator of the earnings per unit calculations
for the years ended December 31, 2022, 2021, and 2020 (dollars in thousands, except per unit data):
Computation of Basic Earnings Per Unit:
Net income
Non-forfeitable dividends on unvested restricted units
Year Ended December 31,
2022
2021
2020
$ 354,193 $ 270,187 $ 121,173
(1,002)
(748)
(410)
Net income attributable to the Operating Partnership’s common units for basic earnings per unit
$ 353,191 $ 269,439 $ 120,763
Weighted average common units outstanding – basic
299,938
297,408
296,972
Basic earnings per unit attributable to the Operating Partnership’s common units:
Net income per unit
$
1.18 $
0.91 $
0.41
Computation of Diluted Earnings Per Unit:
Net income attributable to the Operating Partnership’s common units for diluted earnings per unit
$ 353,191 $ 269,439 $ 120,763
Weighted average common units outstanding – basic
299,938
297,408
296,972
Effect of dilutive securities:
Equity awards
Weighted average common units outstanding – diluted
1,804
1,427
927
301,742
298,835
297,899
Diluted earnings per unit attributable to the Operating Partnership’s common units:
Net income per unit
$
1.17 $
0.90 $
0.41
F-36
15. Commitments and Contingencies
Legal Matters
The 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, or cash flows.
Insurance Captive
The Company has a wholly owned captive insurance company, Brixmor Incap, LLC (“Incap”). Incap underwrites
the first layer of general liability insurance for the properties in the Company’s Portfolio. The Company formed
Incap as part of its overall risk management program to stabilize insurance costs, manage exposures, and recoup
expenses through the function of the captive program. Incap is capitalized in accordance with the applicable
regulatory requirements. An actuarial analysis is performed to estimate future projected claims, related deductibles,
and projected expenses necessary to fund associated risk management programs. Incap establishes annual premiums
based on projections derived from the past loss experience of the Company’s Portfolio. Premiums paid to Incap may
be adjusted based on this estimate and may be reimbursed by the Company’s tenants pursuant to specific lease
terms.
Activity in the reserve for losses for the years ended December 31, 2022 and 2021 is summarized as follows:
Balance at the beginning of the year
$
10,095 $
10,960
Year End December 31,
2022
2021
Incurred related to:
Current year
Prior years
Total incurred
Paid related to:
Current year
Prior years
Total paid
3,002
(86)
2,916
(98)
(2,224)
(2,322)
2,808
(955)
1,853
4
(2,722)
(2,718)
Balance at the end of the year
$
10,689 $
10,095
Environmental Matters
Under various federal, state, and local laws, ordinances, and regulations, the Company may be or become liable for
the costs of removal or remediation of certain hazardous or toxic substances released on or in the Company’s
properties or disposed of by the Company or its tenants, as well as certain other potential costs that could relate to
hazardous or toxic substances (including governmental fines and injuries to persons and property). The Company
maintains a reserve for currently known environmental matters and does not believe they will have a material impact
on the Company’s financial condition, operating results, or cash flows. During the years ended December 31, 2022,
2021, and 2020, the Company did not incur any material governmental fines resulting from environmental matters.
F-37
16. Income Taxes
The Company incurred income and other taxes of $2.7 million, $0.8 million, and $4.4 million for the years ended
December 31, 2022, 2021, and 2020. These amounts are included in Other on the Company’s Consolidated
Statements of Operations. See Note 1 for additional information regarding the Company’s income taxes and the
Parent Company's REIT status.
17. Related-Party Transactions
As of December 31, 2022 and 2021, there were no material receivables from or payables to related parties. During
the years ended December 31, 2022, 2021, and 2020, the Company did not engage in any material related-party
transactions.
18. Retirement Plan
The Company has a Retirement and 401(k) Savings Plan (the “Savings Plan”) covering officers and employees of
the Company. Participants in the Savings Plan may elect to contribute a portion of their earnings to the Savings Plan
and the Company makes a matching contribution to the Savings Plan, up to a maximum of 3% of the employee’s
eligible compensation. For the years ended December 31, 2022, 2021, and 2020, the Company’s expense for the
Savings Plan was $1.8 million, $1.6 million, and $1.6 million, respectively. These amounts are included in General
and administrative on the Company’s Consolidated Statements of Operations.
19. Supplemental Financial Information
No retrospective adjustments were made to the Company’s Consolidated Financial Statements for the years ended
December 31, 2022, 2021, and 2020.
20. Subsequent Events
In preparing the Consolidated Financial Statements, the Company has evaluated events and transactions occurring
after December 31, 2022 for recognition and/or disclosure purposes. Based on this evaluation, there were no
subsequent events from December 31, 2022 through the date the financial statements were issued.
F-38
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
None.
F-39
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION
(in thousands)
Description(1)
Initial Cost to Company(2)
Land
Building &
Improvements
Costs
Capitalized
Subsequent to
Acquisition(3)
Gross Amount at Which Carried
at the Close of the Period
Land
Building &
Improvements(4)
Total
Accumulated
Depreciation
Year Built(5)
Date
Acquired
Springdale
Northmall Centre
Bakersfield Plaza
Brea Gateway
Carmen Plaza
Plaza Rio Vista
Cudahy Plaza
The Davis Collection
Felicita Plaza
Felicita Town Center
Arbor - Broadway Faire
Lompoc Center
Briggsmore Plaza
Montebello Plaza
California Oaks Center
Pacoima Center
Metro 580
Rose Pavilion
Mobile, AL
Tucson, AZ
Bakersfield, CA
Brea, CA
Camarillo, CA
Cathedral, CA
Cudahy, CA
Davis, CA
Escondido, CA
Escondido, CA
Fresno, CA
Lompoc, CA
Modesto, CA
Montebello, CA
Murrieta, CA
Pacoima, CA
Pleasanton, CA
Pleasanton, CA
Puente Hills Town Center
Rowland Heights, CA
Ocean View Plaza
Plaza By The Sea
Village at Mira Mesa (6)
San Dimas Plaza
Bristol Plaza
Gateway Plaza
Santa Paula Center
Vail Ranch Center (6)
Country Hills Shopping Center
Upland Town Square
Gateway Plaza - Vallejo(6)
Arvada Plaza
Arapahoe Crossings
Aurora Plaza
Villa Monaco
Centennial Shopping Center
Superior Marketplace
Westminster City Center(6)
The Shoppes at Fox Run
Groton Square
Parkway Plaza
The Manchester Collection
Turnpike Plaza
North Haven Crossing
Christmas Tree Plaza
Stratford Square
Waterbury Plaza
Waterford Commons
Center of Bonita Springs
Coastal Way - Coastal Landing
Clearwater Mall
Coconut Creek Plaza
Century Plaza Shopping Center
Northgate Shopping Center
Sun Plaza
Normandy Square
Regency Park Shopping Center
Ventura Downs
Marketplace at Wycliffe
Venetian Isle Shopping Ctr
Marco Town Center (6)
Mall at 163rd Street
Shops at Palm Lakes(6)
San Clemente, CA
San Clemente, CA
San Diego, CA
San Dimas, CA
Santa Ana, CA
Santa Fe Springs, CA
Santa Paula, CA
Temecula, CA
Torrance, CA
Upland, CA
Vallejo, CA
Arvada, CO
Aurora, CO
Aurora, CO
Denver, CO
Englewood, CO
Superior, CO
Westminster, CO
Glastonbury, CT
Groton, CT
Hamden, CT
Manchester, CT
Newington, CT
North Haven, CT
Orange, CT
Stratford, CT
Waterbury, CT
Waterford, CT
Bonita Springs, FL
Brooksville, FL
Clearwater, FL
Coconut Creek, FL
Deerfield Beach, FL
DeLand, FL
Fort Walton Beach, FL
Jacksonville, FL
Jacksonville, FL
Kissimmee, FL
Lake Worth, FL
Lighthouse Point, FL
Marco Island, FL
Miami, FL
Miami, FL
$
7,460
$
39,380
$
26,441
$
7,460
$
65,821
$
73,281
$
(21,178)
3,140
4,000
23,716
5,410
2,465
4,490
4,270
4,280
11,231
5,940
4,670
2,140
13,360
5,180
7,050
10,500
19,618
15,670
15,750
9,607
14,870
15,101
9,110
9,980
3,520
3,750
3,630
9,051
12,947
1,160
13,676
3,910
3,090
6,755
7,090
6,040
3,550
2,730
4,100
8,200
3,920
5,430
4,870
5,970
5,420
5,437
10,946
8,840
15,300
7,400
3,050
3,500
4,480
1,936
6,240
3,580
7,930
8,270
7,235
9,450
10,896
18,882
25,537
68,925
19,784
12,687
13,474
18,372
12,464
31,381
34,123
16,321
12,257
33,743
15,441
15,955
19,409
63,140
39,997
30,757
5,461
75,271
22,299
21,367
31,263
18,079
22,933
8,716
23,171
77,377
7,378
56,971
9,309
7,551
11,721
37,670
45,099
23,162
28,311
7,844
51,455
23,880
16,371
15,160
12,433
18,062
46,769
38,467
34,027
55,060
25,600
8,688
11,008
12,658
5,567
15,561
8,237
16,228
15,030
27,490
36,810
17,596
(3,147)
15,123
1,570
1,756
831
19,183
1,038
1,379
1,596
227
4,705
2,262
7,478
4,857
1,304
1,608
14,268
4,245
2,126
5,887
36,684
3,809
4,683
1,955
1,078
9,882
(124)
1,542
25,775
605
14,425
9,363
4,038
588
4,756
12,939
4,306
2,288
40
(5,442)
(2,569)
1,911
2,257
6,575
1,456
5,389
1,005
6,302
5,174
5,504
4,375
3,644
2,043
1,567
6,212
5,243
(490)
1,452
11,897
2,590
21,832
2,202
4,502
23,716
5,410
2,465
4,778
4,270
4,280
11,231
5,691
4,670
2,043
13,360
5,180
7,050
10,500
19,618
15,670
15,750
9,607
14,870
15,101
9,722
9,980
3,520
3,750
3,589
9,051
12,947
1,160
13,676
3,910
3,090
6,755
6,924
6,040
3,600
2,730
4,100
8,200
3,920
5,430
4,870
5,860
4,793
5,437
10,946
8,840
15,300
7,400
3,050
3,500
4,480
1,936
6,240
3,580
7,930
8,270
7,235
9,450
10,896
F-40
16,673
40,158
70,495
21,540
13,518
32,369
19,410
13,843
32,977
34,599
21,026
14,616
41,221
20,298
17,259
21,017
77,408
44,242
32,883
11,348
18,875
44,660
94,211
26,950
15,983
37,147
23,680
18,123
44,208
40,290
25,696
16,659
54,581
25,478
24,309
31,517
97,026
59,912
48,633
20,955
111,955
126,825
26,108
25,438
33,218
19,157
32,815
8,633
24,713
41,209
35,160
43,198
22,677
36,565
12,222
33,764
103,152
116,099
7,983
71,396
18,672
11,589
12,309
42,592
58,038
27,418
30,599
7,884
46,013
21,311
18,282
17,417
19,118
20,145
52,158
39,472
40,329
60,234
31,104
13,063
14,652
14,701
7,134
21,773
13,480
15,738
16,482
39,387
39,400
39,428
9,143
85,072
22,582
14,679
19,064
49,516
64,078
31,018
33,329
11,984
54,213
25,231
23,712
22,287
24,978
24,938
57,595
50,418
49,169
75,534
38,504
16,113
18,152
19,181
9,070
28,013
17,060
23,668
24,752
46,622
48,850
50,324
(6,971)
(17,118)
(3,560)
(6,971)
(4,433)
(8,836)
(5,430)
(6,042)
(8,425)
(12,916)
(6,811)
(5,460)
(17,608)
(7,163)
(10,162)
(9,772)
(25,056)
(15,313)
(11,543)
(1,612)
(32,680)
(9,224)
(7,955)
(15,374)
(8,640)
(9,721)
(3,229)
(5,964)
(34,544)
(4,786)
(23,524)
(6,083)
(4,179)
(2,254)
(16,348)
(19,769)
(11,312)
(14,031)
(3,300)
(17,615)
(8,412)
(6,591)
(6,486)
(7,411)
(8,086)
(19,978)
(3,792)
(15,262)
(20,216)
(12,297)
(4,275)
(4,217)
(7,069)
(3,385)
(7,826)
(3,977)
(5,013)
(6,306)
(8,407)
(12,772)
(6,282)
2004
1996
1970
1994
2000
2005
2021
1964
2001
1987
1995
1960
1998
1974
1990
1995
1996
2019
1984
1990
1976
2023
1986
2003
2002
1995
2023
1977
1994
2023
1994
1996
1996
1978
2013
1997
2023
1974
1987
2006
2001
2004
1993
1996
1984
2000
2004
2014
2008
1973
2005
2006
1993
2004
1996
1985
2018
2002
1992
2023
2007
2023
Jun-11
Jun-11
Jun-11
Jan-22
Jun-11
Oct-13
Jun-11
Jun-11
Jun-11
Dec-16
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Dec-17
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Nov-17
Jun-11
Jun-11
Jul-13
Jun-11
Jun-11
Apr-19
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Apr-21
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Oct-13
Jun-11
Jun-11
Description(1)
Freedom Square
Granada Shoppes
Naples Plaza
Park Shore Plaza
Chelsea Place
Presidential Plaza West
Colonial Marketplace
Conway Crossing
Hunter's Creek Plaza
Pointe Orlando(6)
Martin Downs Town Center
Martin Downs Village Center
23rd Street Station
Panama City Square
East Port Plaza(6)
Shoppes of Victoria Square
Lake St. Charles
Cobblestone Village
Beneva Village Shoppes
Sarasota Village
Atlantic Plaza
Seminole Plaza
Cobblestone Village
Dolphin Village
Rutland Plaza
Tyrone Gardens(6)
Downtown Publix
Sunrise Town Center
Carrollwood Center
Ross Plaza
Tarpon Mall
Venice Plaza
Venice Shopping Center
Venice Village
Mansell Crossing
Northeast Plaza
Augusta West Plaza
Sweetwater Village
Vineyards at Chateau Elan
Salem Road Station
Keith Bridge Commons
Northside
Cosby Station
Park Plaza
Venture Pointe
Banks Station
Barrett Place
Shops of Huntcrest
Mableton Walk
The Village at Mableton(6)
Eastlake Plaza
New Chastain Corners
Pavilions at Eastlake
Creekwood Village
Connexion
Holcomb Bridge Crossing
Kings Market
Victory Square
Stockbridge Village
Stone Mountain Festival
Wilmington Island
Haymarket Square
Annex of Arlington
Ridge Plaza
Southfield Plaza
Commons of Chicago Ridge
Initial Cost to Company(2)
Naples, FL
Naples, FL
Naples, FL
Naples, FL
New Port Richey, FL
North Lauderdale, FL
Orlando, FL
Orlando, FL
Orlando, FL
Orlando, FL
Palm City, FL
Palm City, FL
Panama City, FL
Panama City, FL
Port St. Lucie, FL
Port St. Lucie, FL
Riverview, FL
Royal Palm Beach, FL
Sarasota, FL
Sarasota, FL
Satellite Beach, FL
Seminole, FL
St. Augustine, FL
St. Pete Beach, FL
St. Petersburg, FL
St. Petersburg, FL
Stuart, FL
Sunrise, FL
Tampa, FL
Tampa, FL
Tarpon Springs, FL
Venice, FL
Venice, FL
Venice, FL
Land
4,760
34,061
9,200
7,245
3,303
2,070
4,230
3,208
3,589
6,120
1,660
5,319
3,120
5,690
4,099
3,450
2,801
2,700
4,013
5,190
2,630
3,870
9,850
9,882
3,880
5,690
1,770
9,166
3,749
2,808
7,800
3,245
2,555
7,157
Alpharetta, GA
19,840
Atlanta, GA
Augusta, GA
Austell, GA
Braselton, GA
Covington, GA
Cumming, GA
Dalton, GA
Douglasville, GA
Douglasville, GA
Duluth, GA
Fayetteville, GA
Kennesaw, GA
Lawrenceville, GA
Mableton, GA
Mableton, GA
Marietta, GA
Marietta, GA
Marietta, GA
Rex, GA
Roswell, GA
Roswell, GA
Roswell, GA
Savannah, GA
Stockbridge, GA
Stone Mountain, GA
Wilmington Island, GA
Des Moines, IA
Arlington Heights, IL
Arlington Heights, IL
Bridgeview, IL
Chicago Ridge, IL
6,907
1,070
1,080
2,202
670
1,601
1,320
2,650
1,470
2,460
3,490
6,990
2,093
1,660
2,040
2,650
3,090
4,770
1,400
2,627
1,170
6,758
6,230
6,210
5,740
2,630
3,360
4,373
3,720
5,880
4,310
Building &
Improvements
15,328
69,551
20,738
16,555
9,879
5,634
20,242
12,496
6,907
56,697
9,945
28,998
9,115
15,789
22,498
6,789
6,966
5,473
19,403
12,728
11,609
8,410
34,113
16,220
8,513
10,456
12,909
10,338
15,194
12,205
14,221
14,650
6,847
26,773
34,689
38,776
8,643
3,119
14,690
11,517
15,162
4,220
6,660
2,870
7,995
13,060
14,370
18,230
9,467
6,647
2,774
8,243
12,874
4,893
28,074
5,633
33,899
15,043
17,734
17,078
8,108
10,665
19,431
11,128
18,756
39,714
Costs
Capitalized
Subsequent to
Acquisition(3)
10,713
660
10,315
21,094
498
2,193
3,148
551
2,485
53,195
219
1,651
1,560
6,253
4,838
932
404
636
11,145
4,170
2,920
12,325
5,653
3,163
1,570
5,416
5,268
(2,396)
1,032
(311)
3,965
1,340
2,150
10,472
(6,895)
3,970
(89)
915
652
1,058
890
472
845
1,143
5,745
1,322
164
171
1,880
10,549
1,373
2,941
3,431
515
432
4,937
1,559
1,946
2,418
(9,286)
1,244
3,651
9,943
3,651
4,572
7,028
F-41
Land
4,735
34,061
9,200
7,245
3,303
2,070
4,230
3,163
3,589
6,120
1,660
5,319
3,120
5,690
4,099
3,450
2,801
2,700
4,013
5,190
2,630
3,870
9,850
9,882
3,880
5,690
1,770
7,856
3,749
2,640
7,800
3,245
2,555
7,157
15,461
6,907
1,070
1,080
2,202
670
1,601
1,320
2,650
1,470
2,460
3,490
6,990
2,093
1,645
2,040
2,650
3,090
4,770
1,400
2,627
1,170
6,758
6,080
5,872
3,328
2,630
3,360
4,373
3,720
5,880
4,310
Gross Amount at Which Carried
at the Close of the Period
Accumulated
Depreciation
Year Built(5)
Building &
Improvements(4)
26,066
70,211
31,053
37,649
10,377
7,827
23,390
13,092
9,392
Total
30,801
104,272
40,253
44,894
13,680
9,897
27,620
16,255
12,981
(5,810)
(4,089)
(12,128)
(14,118)
(3,833)
(2,465)
(10,054)
(5,066)
(3,297)
Date
Acquired
Jun-11
Dec-21
Jun-11
Jun-11
Oct-13
Jun-11
Jun-11
Oct-13
Oct-13
Jun-11
Oct-13
Jun-11
Jun-11
Jun-11
Oct-13
Jun-11
Oct-13
Jun-11
Oct-13
Jun-11
Jun-11
Jun-11
Jun-11
Oct-13
Jun-11
Jun-11
Jun-11
Oct-13
Oct-13
Oct-13
Jun-11
Oct-13
Oct-13
Nov-17
Jun-11
Jun-11
Jun-11
Jun-11
Oct-13
Oct-13
Oct-13
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Oct-13
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Dec-21
Jun-11
Dec-21
Jun-11
Jun-11
Jun-11
Oct-13
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
2021
2011
2013
2017
1992
2006
1986
2002
1998
2023
1996
1987
1995
1989
2023
1990
1999
2005
2020
1972
2008
2020
2003
1990
2002
2023
2000
1989
2002
1996
2003
1999
2000
2022
1993
1952
2006
1985
2002
2000
2002
2001
1994
1986
1995
2006
1992
2003
1994
2023
1982
2004
1996
1990
2016
1988
2005
2007
2008
2006
1985
1979
1999
2000
2006
1998
109,892
116,012
(29,513)
10,164
30,649
10,675
22,042
27,336
7,721
7,370
6,109
30,548
16,898
14,529
20,735
39,766
19,383
10,083
15,872
18,177
9,252
16,226
12,062
18,186
15,990
8,997
37,245
32,173
42,746
8,554
4,034
15,342
12,575
16,052
4,692
7,505
4,013
13,740
14,382
14,534
18,401
11,362
17,196
4,147
11,184
16,305
5,408
28,506
10,570
35,458
17,139
20,490
10,204
9,352
14,316
29,374
14,779
23,328
46,742
11,824
35,968
13,795
27,732
31,435
11,171
10,171
8,809
34,561
22,088
17,159
24,605
49,616
29,265
13,963
21,562
19,947
17,108
19,975
14,702
25,986
19,235
11,552
44,402
47,634
49,653
9,624
5,114
17,544
13,245
17,653
6,012
10,155
5,483
16,200
17,872
21,524
20,494
13,007
19,236
6,797
14,274
21,075
6,808
31,133
11,740
42,216
23,219
26,362
13,532
11,982
17,676
33,747
18,499
29,208
51,052
(3,064)
(9,997)
(3,007)
(6,095)
(6,819)
(3,330)
(2,309)
(2,006)
(8,359)
(6,311)
(5,257)
(5,424)
(15,505)
(5,605)
(4,220)
(5,093)
(5,722)
(3,464)
(6,358)
(4,147)
(9,065)
(4,391)
(2,585)
(6,272)
(12,643)
(14,725)
(3,325)
(2,103)
(5,165)
(4,108)
(5,263)
(1,435)
(2,921)
(1,530)
(7,527)
(6,317)
(6,023)
(5,812)
(4,020)
(3,820)
(1,442)
(4,249)
(6,552)
(2,464)
(1,392)
(4,776)
(2,085)
(5,669)
(8,979)
(3,490)
(3,281)
(5,589)
(11,121)
(7,526)
(10,184)
(20,481)
Initial Cost to Company(2)
Description(1)
Rivercrest Shopping Center
The Commons of Crystal Lake
Elk Grove Town Center
Elmhurst Crossing
The Quentin Collection
Butterfield Square
High Point Centre
Long Meadow Commons
Westridge Court
North Riverside Plaza
Ravinia Plaza
Rollins Crossing
Tinley Park Plaza
Meridian Village
Columbus Center
Market Centre
Speedway Super Center
Sagamore Park Centre
Westchester Square
West Loop Shopping Center
North Dixie Plaza
Crestwood, IL
Crystal Lake, IL
Elk Grove Village, IL
Elmhurst, IL
Kildeer, IL
Libertyville, IL
Lombard, IL
Mundelein, IL
Naperville, IL
North Riverside, IL
Orland Park, IL
Round Lake Beach, IL
Tinley Park, IL
Carmel, IN
Columbus, IN
Goshen, IN
Speedway, IN
West Lafayette, IN
Lenexa, KS
Manhattan, KS
Elizabethtown, KY
Land
11,010
3,660
3,730
5,816
6,002
3,430
7,510
4,700
11,150
5,117
2,069
3,040
12,250
2,290
1,480
2,000
8,410
2,390
3,250
2,800
2,370
Florence Plaza - Florence Square
Florence, KY
11,014
Jeffersontown Commons
London Marketplace
Eastgate Shopping Center
Plainview Village
Stony Brook I & II
Points West Plaza
Burlington Square I, II & III
Holyoke Shopping Center
WaterTower Plaza(6)
Lunenberg Crossing
Lynn Marketplace
Webster Square Shopping Center
Berkshire Crossing
Westgate Plaza
Perkins Farm Marketplace
South Plaza Shopping Center
Fox Run
Pine Tree Shopping Center
Arborland Center
Maple Village
Grand Crossing
Farmington Crossroads
Silver Pointe Shopping Center
Cascade East
Delta Center
Lakes Crossing
Redford Plaza
Hampton Village Centre
Southfield Plaza
18 Ryan
Delco Plaza
West Ridge
Washtenaw Fountain Plaza
Southport Centre I - VI
Champlin Marketplace
Burning Tree Plaza
Westwind Plaza
Richfield Hub
Roseville Center
Marketplace @ 42
Sun Ray Shopping Center
Jeffersontown, KY
London, KY
Louisville, KY
Louisville, KY
Louisville, KY
Brockton, MA
Burlington, MA
Holyoke, MA
Leominster, MA
Lunenburg, MA
Lynn, MA
Marshfield, MA
Pittsfield, MA
Westfield, MA
Worcester, MA
California, MD
Prince Frederick, MD
Portland, ME
Ann Arbor, MI
Ann Arbor, MI
Brighton, MI
Farmington, MI
Fenton, MI
Grand Rapids, MI
Lansing, MI
Muskegon, MI
Redford, MI
Rochester Hills, MI
Southfield, MI
Sterling Heights, MI
Sterling Heights, MI
Westland, MI
Ypsilanti, MI
Apple Valley, MN
Champlin, MN
Duluth, MN
Minnetonka, MN
Richfield, MN
Roseville, MN
Savage, MN
St. Paul, MN
White Bear Hills Shopping Center
White Bear Lake, MN
Ellisville Square
Watts Mill Plaza
Ellisville, MO
Kansas City, MO
3,920
1,400
4,300
2,600
3,650
2,200
4,690
3,110
10,400
930
3,100
5,532
5,210
2,494
2,150
2,174
3,560
2,860
20,174
3,200
1,780
1,620
3,840
1,280
1,580
1,440
7,510
5,370
1,320
3,160
2,860
1,800
2,030
4,960
3,985
4,790
2,630
7,960
1,620
5,150
5,250
1,790
4,144
2,610
Building &
Improvements
41,063
32,993
19,665
81,784
27,280
13,370
21,583
11,597
75,719
57,577
24,288
23,623
22,511
7,746
14,740
17,032
50,006
11,150
14,555
12,622
6,119
53,088
14,866
10,362
13,975
10,541
17,970
10,605
13,122
12,097
40,312
1,991
5,678
27,284
39,558
9,850
17,060
23,209
31,431
19,182
90,938
19,108
7,540
4,542
12,631
5,433
9,616
13,571
20,174
48,930
4,085
11,304
7,025
6,640
7,234
18,527
11,375
16,279
12,171
19,907
8,593
13,221
21,447
6,182
8,003
13,868
Gross Amount at Which Carried
at the Close of the Period
Building &
Improvements(4)
Total
Accumulated
Depreciation
Year Built(5)
Date
Acquired
52,809
38,178
12,654
82,208
28,667
16,473
30,526
15,030
95,481
57,830
24,669
25,333
44,070
10,641
22,024
28,835
73,767
13,521
18,604
18,318
5,465
79,825
14,699
15,680
16,913
12,197
20,276
12,917
15,844
13,575
47,891
2,923
10,537
28,548
34,435
11,339
23,299
23,365
52,739
21,171
92,405
50,127
9,684
6,119
17,401
8,167
8,453
14,324
27,989
65,777
7,108
10,975
7,477
11,351
9,380
19,734
12,813
19,767
14,086
20,510
16,073
17,389
23,161
8,313
13,046
15,114
63,819
41,838
15,212
88,024
34,669
19,903
38,036
19,730
(19,651)
(13,814)
(3,887)
(2,521)
(8,949)
(6,197)
(9,166)
(7,558)
106,041
(28,556)
62,947
26,738
28,373
56,320
12,730
23,504
30,600
82,177
15,911
21,854
21,118
7,573
90,839
18,619
17,080
21,213
14,797
23,926
15,117
20,534
16,685
58,291
3,853
13,637
34,080
37,206
13,833
25,449
25,539
56,135
24,031
112,579
53,327
11,464
7,739
21,241
9,447
9,971
15,524
35,499
71,147
8,428
14,135
10,337
13,151
11,410
24,336
16,798
24,557
16,716
28,129
17,693
22,489
27,894
10,103
17,190
17,724
(2,615)
(1,176)
(12,818)
(8,830)
(4,556)
(7,078)
(7,381)
(24,573)
(5,705)
(7,181)
(7,955)
(2,146)
(28,877)
(6,078)
(4,175)
(8,236)
(5,126)
(8,652)
(3,702)
(5,876)
(6,299)
(15,369)
(1,212)
(2,467)
(8,435)
(14,690)
(3,129)
(9,522)
(6,910)
(13,271)
(11,932)
(25,214)
(13,504)
(4,402)
(2,961)
(6,830)
(3,251)
(3,962)
(6,459)
(10,610)
(23,182)
(3,360)
(3,627)
(3,386)
(5,615)
(3,291)
(6,790)
(1,199)
(7,070)
(4,667)
(6,701)
(3,826)
(6,513)
(10,188)
(3,592)
(6,057)
(5,119)
1992
1987
1998
2005
2006
1997
2019
1997
1992
2007
1990
1998
2022
1990
1964
1994
2022
2018
1987
2013
1992
2014
1959
1994
2002
1997
1988
1960
1992
2000
2023
1994
1968
2005
1994
1996
1967
2005
2022
1958
2000
2020
2005
1986
1996
1983
1985
2008
1992
2004
1970
1997
1996
1989
2005
1985
2005
1987
2007
1952
2021
1999
1958
1996
1989
1997
Jun-11
Jun-11
Jun-11
Apr-22
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Apr-22
Feb-22
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-15
Jun-11
Jun-11
Jun-11
Oct-13
Jun-11
Jun-11
Mar-17
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-21
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Costs
Capitalized
Subsequent to
Acquisition(3)
11,746
5,185
(8,183)
424
1,387
3,103
8,943
3,433
Land
11,010
3,660
2,558
5,816
6,002
3,430
7,510
4,700
19,172
10,560
253
381
1,710
21,559
2,694
7,284
11,568
23,761
2,371
4,049
5,696
(916)
26,737
(167)
5,318
2,938
1,656
2,306
2,312
2,722
1,478
7,579
932
4,859
1,264
(7,562)
1,489
6,239
156
21,144
1,989
1,467
31,019
2,144
1,577
4,770
2,734
(1,225)
513
7,815
16,847
3,023
(329)
452
4,711
2,146
849
1,438
3,488
1,915
262
7,480
4,118
1,197
2,131
5,043
1,246
5,117
2,069
3,040
12,250
2,089
1,480
1,765
8,410
2,390
3,250
2,800
2,108
11,014
3,920
1,400
4,300
2,600
3,650
2,200
4,690
3,110
10,400
930
3,100
5,532
2,771
2,494
2,150
2,174
3,396
2,860
20,174
3,200
1,780
1,620
3,840
1,280
1,518
1,200
7,510
5,370
1,320
3,160
2,860
1,800
2,030
4,602
3,985
4,790
2,630
7,619
1,620
5,100
4,733
1,790
4,144
2,610
F-42
Description(1)
Liberty Corners
Maplewood Square
Devonshire Place
McMullen Creek Market
The Commons at Chancellor Park
Garner Towne Square
Franklin Square
Wendover Place
University Commons
Kinston Pointe
Roxboro Square
Innes Street Market
Crossroads
New Centre Market
University Commons
Parkway Plaza
Stratford Commons
Bedford Grove
Capitol Shopping Center
Willow Springs Plaza
Seacoast Shopping Center
Tri-City Plaza
Laurel Square(6)
the Shoppes at Cinnaminson
Acme Clark
Collegetown Shopping Center
Hamilton Plaza
Bennetts Mills Plaza
Marlton Crossing
Middletown Plaza
Larchmont Centre
Old Bridge Gateway
Morris Hills Shopping Center
Rio Grande Plaza
Ocean Heights Plaza
Springfield Place
Tinton Falls Plaza
Cross Keys Commons
Parkway Plaza
Suffolk Plaza
Three Village Shopping Center
Stewart Plaza
Dalewood I, II & III Shopping Center (6)
Unity Plaza
Cayuga Mall
Kings Park Plaza
Village Square Shopping Center
Falcaro's Plaza
Mamaroneck Centre
Sunshine Square
Wallkill Plaza
Monroe ShopRite Plaza
Rockland Plaza
Liberty, MO
Maplewood, MO
Cary, NC
Charlotte, NC
Charlotte, NC
Garner, NC
Gastonia, NC
Greensboro, NC
Greenville, NC
Kinston, NC
Roxboro, NC
Salisbury, NC
Statesville, NC
Wilmington, NC
Wilmington, NC
Winston-Salem, NC
Winston-Salem, NC
Bedford, NH
Concord, NH
Nashua, NH
Seabrook, NH
Somersworth, NH
Brick, NJ
Cinnaminson, NJ
Clark, NJ
Glassboro, NJ
Hamilton, NJ
Jackson, NJ
Marlton, NJ
Middletown, NJ
Mount Laurel, NJ
Old Bridge, NJ
Parsippany, NJ
Rio Grande, NJ
Somers Point, NJ
Springfield, NJ
Tinton Falls, NJ
Turnersville, NJ
Carle Place, NY
East Setauket, NY
East Setauket, NY
Garden City, NY
Hartsdale, NY
East Fishkill, NY
Ithaca, NY
Kings Park, NY
Larchmont, NY
Lawrence, NY
Mamaroneck, NY
Medford, NY
Middletown, NY
Monroe, NY
Nanuet, NY
North Ridge Shopping Center
New Rochelle, NY
Nesconset Shopping Center
Port Jefferson Station, NY
Riverhead
Roanoke Plaza
Rockville Centre
College Plaza
Campus Plaza
Parkway Plaza
Shoppes at Vestal
Town Square Mall
Highridge Plaza
Brunswick Town Center
Brentwood Plaza
Riverhead, NY
Riverhead, NY
Rockville Centre, NY
Selden, NY
Vestal, NY
Vestal, NY
Vestal, NY
Vestal, NY
Yonkers, NY
Brunswick, OH
Cincinnati, OH
Initial Cost to Company(2)
Land
Building &
Improvements
Costs
Capitalized
Subsequent to
Acquisition(3)
Gross Amount at Which Carried
at the Close of the Period
Land
Building &
Improvements(4)
Total
Accumulated
Depreciation
Year Built(5)
Date
Acquired
2,530
1,450
940
10,590
5,240
6,233
7,060
15,990
5,350
2,180
1,550
12,180
6,220
5,730
6,910
6,910
2,770
3,400
2,160
3,490
2,230
1,900
5,400
6,030
2,630
1,560
1,580
3,130
5,950
5,060
4,421
7,200
3,970
1,660
6,110
1,773
3,080
5,840
5,790
2,780
5,310
6,040
6,900
2,100
1,180
4,790
1,320
3,410
2,198
7,350
1,360
1,840
11,097
4,910
5,510
6,331
5,050
3,590
8,270
1,170
2,168
1,340
2,520
6,020
2,930
5,090
2,530
1,450
940
10,590
5,240
6,233
7,060
15,881
5,350
2,180
1,550
10,548
258
5,730
6,910
6,727
2,770
2,368
2,160
3,490
2,230
1,900
5,400
6,030
2,630
1,560
1,580
3,130
5,950
5,060
4,421
7,200
3,970
1,660
6,110
1,773
3,080
5,726
5,790
2,780
5,310
6,040
6,900
2,100
1,180
4,790
1,320
3,410
2,198
7,350
1,360
1,840
11,097
4,910
5,510
3,899
5,050
3,590
8,270
1,170
2,149
1,340
2,520
6,020
2,930
5,090
8,918
4,720
4,533
24,266
20,500
23,681
29,355
42,299
26,253
8,540
8,976
27,462
15,300
15,217
26,611
17,604
9,562
19,065
11,584
20,288
8,967
10,034
20,998
45,605
8,351
16,336
8,972
17,126
45,874
41,800
14,985
37,756
29,879
12,627
34,911
4,577
12,385
33,347
19,740
12,321
15,849
21,970
57,804
14,051
11,244
11,367
5,137
9,678
1,999
24,713
8,410
16,111
60,790
9,612
20,473
—
15,177
6,982
14,267
16,384
18,651
14,730
41,457
17,358
18,561
20,513
3,666
500
4,845
8,391
1,937
3,828
4,762
4,378
3,776
522
430
481
(20,674)
4,556
3,231
4,358
133
487
6,610
(119)
975
5,832
6,634
4,993
140
24,272
17,961
1,942
29,231
(151)
748
15,369
4,055
2,436
1,585
2,107
1,580
4,701
4,367
8,869
988
18,147
9,167
20
4,679
2,352
958
5,053
11,719
2,640
1,793
501
13,730
3,097
7,443
36,162
1,512
394
10,187
817
(267)
723
11,525
2,639
2,567
2,542
F-43
12,584
5,220
9,378
32,657
22,437
27,509
34,117
46,786
30,029
9,062
9,406
29,575
588
19,773
29,842
22,145
9,695
20,584
18,194
20,169
9,942
15,866
27,632
50,598
8,491
40,608
26,933
19,068
75,105
41,649
15,733
53,125
33,934
15,063
36,496
6,684
13,965
38,162
24,107
21,190
16,837
40,117
66,971
14,071
15,923
13,719
6,095
14,731
13,718
27,353
10,203
16,612
74,520
12,709
27,916
38,594
16,689
7,376
24,454
17,201
18,403
15,453
52,982
19,997
21,128
23,055
15,114
6,670
10,318
43,247
27,677
33,742
41,177
62,667
35,379
11,242
10,956
40,123
846
25,503
36,752
28,872
12,465
22,952
20,354
23,659
12,172
17,766
33,032
56,628
11,121
42,168
28,513
22,198
81,055
46,709
20,154
60,325
37,904
16,723
42,606
8,457
17,045
43,888
29,897
23,970
22,147
46,157
73,871
16,171
17,103
18,509
7,415
18,141
15,916
34,703
11,563
18,452
85,617
17,619
33,426
42,493
21,739
10,966
32,724
18,371
20,552
16,793
55,502
26,017
24,058
28,145
(5,319)
(1,384)
(4,747)
(12,137)
(9,479)
(7,448)
(12,700)
(18,746)
(11,826)
(4,763)
(5,739)
(14,291)
(169)
(6,471)
(11,632)
(7,628)
(3,487)
(5,599)
(6,134)
(7,091)
(2,615)
(6,247)
(7,254)
(19,307)
(4,260)
(9,015)
(5,225)
(7,129)
(27,327)
(13,699)
(4,290)
(16,023)
(12,160)
(5,237)
(12,537)
(2,577)
(5,259)
(13,882)
(6,882)
(3,701)
(6,034)
(9,117)
(19,171)
(5,477)
(5,080)
(5,065)
(1,965)
(4,309)
(1,591)
(10,395)
(4,552)
(7,329)
(21,288)
(3,859)
(8,554)
(8,319)
(6,093)
(2,650)
(8,282)
(7,290)
(8,568)
(4,597)
(17,598)
(6,187)
(7,365)
(9,767)
1987
1998
1996
1988
1994
1997
1989
2000
1996
2001
2005
2002
1997
1998
2007
2005
1995
1989
2001
1990
1991
1990
2023
2010
2007
2021
1972
2002
2019
2001
1985
2022
1994
1997
2006
1965
2006
1989
1993
1998
1991
2022
2023
2005
1969
1985
1981
1972
2020
2007
1986
1985
2006
1971
1961
2018
2002
1975
2013
2003
1995
2000
1991
1977
2004
2004
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Oct-13
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-15
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Description(1)
Initial Cost to Company(2)
Land
Building &
Improvements
Costs
Capitalized
Subsequent to
Acquisition(3)
Gross Amount at Which Carried
at the Close of the Period
Land
Building &
Improvements(4)
Total
Accumulated
Depreciation
Year Built(5)
Date
Acquired
Delhi Shopping Center
Harpers Station
Western Hills Plaza
Western Village
Crown Point
Greentree Shopping Center
South Towne Centre
Cincinnati, OH
Cincinnati, OH
Cincinnati, OH
Cincinnati, OH
Columbus, OH
Columbus, OH
Dayton, OH
Southland Shopping Center
Middleburg Heights, OH
The Shoppes at North Olmsted
North Olmsted, OH
Surrey Square Mall
Miracle Mile Shopping Plaza
Marketplace
Village West
Park Hills Plaza
Bethel Park Shopping Center
Lehigh Shopping Center
Bristol Park
Chalfont Village Shopping Center
New Britain Village Square
Collegeville Shopping Center
Plymouth Square Shopping Center (6)
Whitemarsh Shopping Center
Valley Fair
Dickson City Crossings(6)
Barn Plaza
Pilgrim Gardens
North Penn Market Place
Village at Newtown
Ivyridge
Roosevelt Mall
Shoppes at Valley Forge
County Line Plaza
69th Street Plaza
Warminster Towne Center
Shops at Prospect
Whitehall Square
Norwood, OH
Toledo, OH
Tulsa, OK
Allentown, PA
Altoona, PA
Bethel Park, PA
Bethlehem, PA
Bristol, PA
Chalfont, PA
Chalfont, PA
Collegeville, PA
Conshohocken, PA
Conshohocken, PA
Devon, PA
Dickson City, PA
Doylestown, PA
Drexel Hill, PA
Lansdale, PA
Newtown, PA
Philadelphia, PA
Philadelphia, PA
Phoenixville, PA
Souderton, PA
Upper Darby, PA
Warminster, PA
West Hempfield, PA
Whitehall, PA
Wilkes-Barre Township Marketplace
Wilkes-Barre, PA
Belfair Towne Village
Milestone Plaza
Circle Center
Island Plaza
Festival Centre
Pawleys Island Plaza
Fairview Corners I & II
Hillcrest Market Place(6)
Watson Glen Shopping Center
Williamson Square
Greeneville Commons
Kingston Overlook
The Commons at Wolfcreek
Georgetown Square
Nashboro Village
Parmer Crossing
Baytown Shopping Center
El Camino
Townshire
Central Station
Rock Prairie Crossing
Carmel Village
Arboretum Village
Claremont Village
Kessler Plaza
Stevens Park Village
Webb Royal Plaza
Wynnewood Village(6)
Parktown
Bluffton, SC
Greenville, SC
Hilton Head Island, SC
James Island, SC
North Charleston, SC
Pawleys Island, SC
Simpsonville, SC
Spartanburg, SC
Franklin, TN
Franklin, TN
Greeneville, TN
Knoxville, TN
Memphis, TN
Murfreesboro, TN
Nashville, TN
Austin, TX
Baytown, TX
Bellaire, TX
Bryan, TX
College Station, TX
College Station, TX
Corpus Christi, TX
Dallas, TX
Dallas, TX
Dallas, TX
Dallas, TX
Dallas, TX
Dallas, TX
Deer Park, TX
3,690
3,987
8,690
3,420
2,120
1,920
4,990
5,940
510
3,900
1,510
5,040
4,180
4,390
3,060
6,980
3,180
1,040
4,250
3,410
17,001
3,410
1,810
4,800
8,780
2,090
3,060
7,690
7,100
10,970
2,010
910
640
4,310
760
4,350
2,180
4,265
2,563
3,010
2,940
3,630
5,264
2,370
4,190
5,220
7,730
2,880
2,060
23,239
3,716
2,243
5,927
3,410
1,320
1,790
4,340
2,460
1,900
17,154
1,700
1,390
1,270
2,470
16,982
2,790
8,085
27,804
27,664
12,817
14,980
12,531
43,152
55,360
4,151
18,402
15,792
13,249
23,402
23,218
18,457
34,900
21,530
3,818
24,449
7,451
44,208
11,753
8,161
31,423
29,183
5,043
5,253
37,765
21,004
89,141
13,025
8,346
4,362
35,284
6,532
33,067
17,430
31,801
15,645
5,832
9,252
10,512
21,804
17,117
34,825
14,990
22,789
13,524
6,743
58,489
8,598
11,662
11,282
6,776
3,816
6,399
21,704
13,618
4,536
33,384
3,035
3,702
3,182
6,576
42,953
7,319
2,251
4,246
15,903
1,025
1,506
703
7,511
(7,858)
(67)
1,368
3,165
2,874
1,369
(20,211)
2,138
5,612
563
(229)
2,560
6,761
25,886
6,259
(5,681)
4,252
2,546
4,937
1,568
43,366
(31)
22,096
1,989
3,441
999
3,422
744
1,699
3,582
2,850
2,935
(1,085)
3,708
4,834
347
2,366
12,798
1,976
6,625
3,488
699
3,690
3,987
8,690
3,420
2,120
1,920
4,990
4,659
510
3,900
1,411
5,040
4,180
586
3,060
6,980
3,180
1,040
4,250
3,410
17,001
3,410
1,152
4,800
8,780
2,090
3,060
7,690
7,100
10,970
2,010
910
640
4,310
760
4,350
2,180
4,265
2,563
3,010
2,940
3,630
5,264
2,370
4,190
5,220
7,730
2,880
2,060
20,496
23,239
2,495
275
1,913
3,541
733
831
2,840
99
5,066
772
(1,162)
1,647
671
(70)
31,410
1,176
3,716
2,243
5,927
3,410
1,320
1,790
4,340
2,401
1,900
17,154
1,700
1,390
1,270
2,470
17,200
2,790
F-44
10,336
32,050
43,567
13,842
16,486
13,234
50,663
48,783
4,084
19,770
19,056
16,123
24,771
6,811
20,595
40,512
22,093
3,589
27,009
14,212
70,094
18,012
3,138
35,675
31,729
9,980
6,821
81,131
20,973
14,026
36,037
52,257
17,262
18,606
15,154
55,653
53,442
4,594
23,670
20,467
21,163
28,951
7,397
23,655
47,492
25,273
4,629
31,259
17,622
87,095
21,422
4,290
40,475
40,509
12,070
9,881
88,821
28,073
111,237
122,207
17,024
12,697
6,001
43,016
8,036
39,116
23,192
38,916
21,143
7,757
15,900
18,976
27,415
21,853
51,813
22,186
37,144
19,892
9,502
15,014
11,787
5,361
38,706
7,276
34,766
21,012
34,651
18,580
4,747
12,960
15,346
22,151
19,483
47,623
16,966
29,414
17,012
7,442
78,985
11,093
11,937
13,195
10,317
4,549
7,230
24,544
13,776
9,602
34,156
1,873
5,349
3,853
6,506
74,145
8,495
(4,418)
(13,178)
(11,181)
(6,153)
(7,974)
(6,943)
(21,886)
(19,692)
(2,068)
(8,026)
(9,730)
(8,226)
(9,482)
(1,355)
(10,071)
(18,093)
(8,136)
(1,385)
(9,100)
(5,312)
(7,014)
(5,366)
(1,277)
(13,678)
(14,367)
(4,761)
(2,722)
(18,772)
(6,585)
(36,279)
(6,945)
(4,402)
(1,898)
(14,083)
(2,858)
(12,872)
(10,757)
(9,978)
(6,281)
(1,487)
(5,824)
(7,759)
(1,272)
(7,587)
(15,754)
(6,494)
(13,520)
(5,768)
(2,107)
1973
1994
2021
2005
1980
2005
1972
1951
2002
2010
1955
1992
1999
1985
1965
1955
1993
1989
1989
2020
2023
2002
2001
2023
2002
1955
1977
2021
1963
2020
2003
1971
1994
1997
1994
2006
2004
2006
1995
2000
1994
1987
2015
2003
2023
1988
1988
2002
1996
2014
2003
1998
1989
1987
2008
2002
1976
2002
2019
2014
1976
1975
1974
1961
2023
1999
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
May-19
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Oct-13
Jun-11
Jun-11
Jun-11
Oct-21
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Oct-13
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jan-22
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
102,224
(28,540)
14,809
14,180
19,122
13,727
5,869
9,020
28,884
16,177
11,502
51,310
3,573
6,739
5,123
8,976
91,345
11,285
(3,848)
(4,648)
(5,276)
(6,300)
(1,977)
(4,327)
(8,603)
(6,596)
(2,547)
(1,535)
(735)
(1,498)
(2,254)
(3,357)
(21,000)
(4,363)
Ridglea Plaza
Trinity Commons
Preston Ridge
Village Plaza
Description(1)
Fort Worth, TX
Fort Worth, TX
Frisco, TX
Garland, TX
Highland Village Town Center
Highland Village, TX
Bay Forest
Beltway South
Braes Heights
Braesgate
Broadway
Clear Lake Camino South
Hearthstone Corners
Jester Village
Jones Plaza(6)
Jones Square
Maplewood
Merchants Park
Northgate
Northshore
Northtown Plaza
Orange Grove
Royal Oaks Village
Tanglewilde Center
West U Marketplace
Westheimer Commons
Crossroads Centre - Pasadena
Spencer Square
Pearland Plaza
Market Plaza
Preston Park Village(6)
Keegan's Meadow
Lake Pointe Village
Texas City Bay
Windvale Center
Culpeper Town Square
Hanover Square
Tuckernuck Square
Cave Spring Corners
Hunting Hills
Hilltop Plaza
Rutland Plaza
Spring Mall
Mequon Pavilions
Moorland Square Shopping Ctr
Paradise Pavilion
Grand Central Plaza
Remaining portfolio
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Pasadena, TX
Pasadena, TX
Pearland, TX
Plano, TX
Plano, TX
Stafford, TX
Sugar Land, TX
Texas City, TX
The Woodlands, TX
Culpeper, VA
Mechanicsville, VA
Richmond, VA
Roanoke, VA
Roanoke, VA
Virginia Beach, VA
Rutland, VT
Greenfield, WI
Mequon, WI
New Berlin, WI
West Bend, WI
Parkersburg, WV
Various
Initial Cost to Company(2)
Land
2,770
5,780
25,820
Building &
Improvements
16,178
26,317
127,082
3,230
3,370
1,500
3,340
1,700
1,570
1,720
3,320
5,240
1,380
2,110
3,210
1,790
6,580
740
5,970
4,990
3,670
4,620
1,620
8,554
5,160
4,660
5,360
3,020
6,380
8,506
3,300
19,827
3,780
3,460
3,200
3,540
2,400
3,060
1,150
5,170
2,130
2,540
7,520
2,080
1,510
670
—
6,786
7,439
6,557
9,759
15,246
2,813
5,472
12,136
14,208
4,623
11,450
10,716
5,535
32,200
1,707
22,827
18,209
15,758
29,536
7,437
25,511
12,866
11,153
19,464
9,076
20,529
81,652
9,947
65,239
17,928
9,479
9,235
16,145
10,241
11,284
7,661
21,956
20,924
16,383
29,714
9,256
15,704
5,704
—
Costs
Capitalized
Subsequent to
Acquisition(3)
190
2,806
13,005
2,384
529
525
795
9,422
622
2,605
1,844
1,700
9,312
3,529
2,186
1,702
3,809
436
4,780
5,047
2,846
1,928
1,843
41
4,675
7,056
681
1,989
1,233
3,966
1,256
(175)
7,584
(1,846)
109
5,609
1,987
704
2,323
4,089
(3,912)
(11,748)
11,560
1,529
1,039
(239)
11,008
Gross Amount at Which Carried
at the Close of the Period
Land
2,770
5,780
25,820
Building &
Improvements(4)
16,368
29,123
Total
19,138
34,903
140,087
165,907
3,230
3,370
1,500
3,340
1,700
1,570
1,720
3,320
5,240
1,380
2,110
3,210
1,790
6,580
740
5,970
4,990
3,670
4,620
1,620
8,554
5,160
4,660
4,861
3,020
6,380
8,506
3,300
19,827
3,780
3,460
3,200
3,540
2,400
3,060
1,116
5,154
1,722
912
7,520
2,080
1,510
670
—
9,170
7,968
7,082
10,554
24,668
3,435
8,077
13,980
15,908
13,935
14,979
12,902
7,237
36,009
2,143
27,607
23,256
18,604
31,464
9,280
25,552
17,541
18,209
20,644
11,065
21,762
85,618
11,203
65,064
25,512
7,633
9,344
21,754
12,228
11,988
10,018
26,061
17,420
6,263
41,274
10,785
16,743
5,465
11,008
12,400
11,338
8,582
13,894
26,368
5,005
9,797
17,300
21,148
15,315
17,089
16,112
9,027
42,589
2,883
33,577
28,246
22,274
36,084
10,900
34,106
22,701
22,869
25,505
14,085
28,142
94,124
14,503
84,891
29,292
11,093
12,544
25,294
14,628
15,048
11,134
31,215
19,142
7,175
48,794
12,865
18,253
6,135
11,008
Accumulated
Depreciation
Year Built(5)
Date
Acquired
(6,653)
(12,472)
(50,065)
(3,417)
(2,729)
(2,887)
(5,414)
(6,287)
(1,765)
(2,917)
(5,561)
(5,310)
(2,270)
(4,102)
(4,823)
(2,724)
(15,179)
(685)
(11,138)
(7,374)
(8,503)
(11,120)
(3,900)
(1,016)
(8,369)
(6,699)
(8,463)
(4,632)
(8,299)
(21,228)
(4,181)
(2,061)
(8,575)
(2,202)
(3,333)
(6,784)
(4,168)
(6,336)
(4,936)
(9,788)
(6,596)
(2,560)
(14,739)
(4,509)
(8,126)
(1,813)
(439)
1990
1998
2018
2002
1996
2004
1998
2022
1997
2006
1964
2019
2022
2023
1999
2004
2009
1972
2001
1960
2005
2001
1998
2000
1984
1997
1998
1995
2002
2023
1999
2010
2005
2002
1999
1991
1981
2005
1989
2010
1997
2003
1967
1990
2000
1986
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Apr-22
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Oct-13
Jun-11
Jun-22
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
Jun-11
$ 1,856,358
$
7,416,750
$ 1,625,243
$ 1,820,358
$
9,077,993
$ 10,898,351
$ (2,996,759)
(1) As of December 31, 2022, all of the Company’s shopping centers were unencumbered.
(2) The initial cost to the Company represents the original purchase price of the asset, including amounts incurred subsequent to acquisition which were contemplated at the time the property was acquired.
(3) The balance for costs capitalized subsequent to acquisition could include parcels/out-parcels sold, assets held-for-sale, assets written off, and/or provisions for impairment.
(4) Depreciation of the buildings and improvements are calculated over the estimated useful lives which can be up to forty years.
(5) Year of most recent redevelopment or year built if no redevelopment has occurred.
(6) Indicates property is currently in redevelopment.
As of December 31, 2022, the aggregate cost for federal income tax purposes was approximately $12.0 billion.
F-45
[a] Reconciliation of total real estate carrying value is as follows:
Balance at beginning of year
Acquisitions and improvements
Real estate held for sale
Impairment of real estate
Cost of property sold
Write-off of assets no longer in service
Balance at end of year
Year Ending December 31,
2022
2021
2020
$
10,428,414 $
10,163,561 $
10,123,600
772,025
(15,852)
(5,724)
(227,529)
(52,983)
579,156
(23,520)
(1,898)
(211,218)
(77,667)
276,321
(21,927)
(19,551)
(102,688)
(92,194)
$
10,898,351 $
10,428,414 $
10,163,561
[b] Reconciliation of accumulated depreciation as follows:
Balance at beginning of year
Depreciation expense
Property sold
Write-off of assets no longer in service
Balance at end of year
$
2,813,329 $
2,659,448 $
2,481,250
316,789
(86,688)
(46,671)
314,689
(75,870)
(84,938)
295,645
(42,658)
(74,789)
$
2,996,759 $
2,813,329 $
2,659,448
F-46
BOARD OF DIRECTORS
John G. Schreiber
Chair of the Board of Directors, Brixmor Property
Group Inc.
President, Centaur Capital Partners, Inc.
Michael Berman
Former Chief Financial Officer, GGP Inc.
Julie Bowerman
Chief Marketing and Ecommerce Officer, Kellogg
Company
Sheryl M. Crosland
Former Managing Director and Retail Sector Head,
JP Morgan Investment Management
Thomas W. Dickson
Former Chief Executive Officer, Harris Teeter
Supermarkets, Inc.
EXECUTIVE LEADERSHIP
Daniel B. Hurwitz
Founder and Chief Executive Officer, Raider Hill
Advisors, LLC
Sandra A.J. Lawrence
Former Executive Vice President and Chief
Administrative Officer, The Children’s Mercy Hospital
and Clinics
William D. Rahm
Senior Managing Director, Centerbridge Partners,
L.P.
James M. Taylor Jr.
Chief Executive Officer and President, Brixmor
Property Group Inc.
James M. Taylor Jr.
Chief Executive Officer and President
Steven Gallagher
Senior Vice President, Chief Accounting Officer
Angela M. Aman
Executive Vice President, Chief Financial Officer and
Treasurer
William L. Brown
Executive Vice President, Development and
Redevelopment
Haig Buchakjian
Executive Vice President, Operations
Brian T. Finnegan
Executive Vice President, Chief Revenue Officer
CORPORATE INFORMATION
Counsel
Hogan Lovells US LLP
Washington, DC
Auditors
Deloitte & Touche LLP
Philadelphia, PA
Transfer Agent and Registrar
Computershare Investor Services
150 Royall Street
Suite 101
Canton, MA 02021
877.373.6374
https://www-us.computershare.com/Investor/
Mark T. Horgan
Executive Vice President, Chief Investment Officer
Steven F. Siegel
Executive Vice President, General Counsel and
Secretary
Shea Taylor
Executive Vice President, Chief Talent Officer
Investor Information
Current and prospective Brixmor Property Group Inc.
investors can receive a copy of the Company’s
proxy statement, earnings releases and quarterly
and annual reports by contacting:
Investor Relations
Brixmor Property Group Inc.
450 Lexington Avenue
New York, NY 10017
800.468.7526
investorrelations@brixmor.com
450 Lexington Avenue
New York, NY 10017