10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_____ to_____

Commission File Number: 001-36160 (Brixmor Property Group)

Commission File Number: 333-256637-01 (Brixmor Operating Partnership LP)

Brixmor Property Group Inc.

Brixmor Operating Partnership LP

(Exact Name of Registrant as Specified in Its Charter)

Maryland	(Brixmor Property Group Inc.)	45-2433192
Delaware	(Brixmor Operating Partnership LP)	80-0831163
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

450 Lexington Avenue, New York, New York 10017

(Address of Principal Executive Offices) (Zip Code)

212-869-3000

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BRX	New York Stock Exchange

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

Brixmor Property Group Inc. Yes ☑ 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	☑	Non-accelerated filer	☐	Large accelerated filer	☐	Non-accelerated filer	☑
Smaller reporting company	☐	Accelerated filer	☐	Smaller reporting company	☐	Accelerated filer	☐
Emerging growth company	☐			Emerging growth company	☐

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

Brixmor Property Group Inc. ☐ Brixmor Operating Partnership LP ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Brixmor Property Group Inc. Yes ☐ No ☑ Brixmor Operating Partnership LP Yes ☐ No ☑

(APPLICABLE ONLY TO CORPORATE ISSUERS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

As of July 1, 2023, Brixmor Property Group Inc. had 300,592,841 shares of common stock outstanding.

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the period ended June 30, 2023 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 June 30, 2023, 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 quarterly reports on Form 10-Q 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 unaudited Condensed 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.

i

TABLE OF CONTENTS

Item No.		Page
Part I - FINANCIAL INFORMATION
1.	Financial Statements	1
	Brixmor Property Group Inc. (unaudited)
	Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022	1
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022	2
	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2023 and 2022	3
	Condensed Consolidated Statements of Changes in Equity for the Three and Six Months Ended June 30, 2023 and 2022	4
	Condensed Consolidated Statements of Cash Flows for the Three and Six Months Ended June 30, 2023 and 2022	5
	Brixmor Operating Partnership LP (unaudited)
	Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022	6
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022	7
	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2023 and 2022	8
	Condensed Consolidated Statements of Changes in Capital for the Three and Six Months Ended June 30, 2023 and 2022	9
	Condensed Consolidated Statements of Cash Flows for the Three and Six Months Ended June 30, 2023 and 2022	10
	Brixmor Property Group Inc. and Brixmor Operating Partnership LP (unaudited)
	Notes to Condensed Consolidated Financial Statements	11
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
3.	Quantitative and Qualitative Disclosures about Market Risk	42
4.	Controls and Procedures	42
Part II - OTHER INFORMATION
1.	Legal Proceedings	43
1A.	Risk Factors	43
2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
3.	Defaults Upon Senior Securities	43
4.	Mine Safety Disclosures	43
5.	Other Information	43
6.	Exhibits	44

ii

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 our Form 10-K for the year ended December 31, 2022 and in this report, as such factors may be updated from time to time in our periodic filings with the Securities and Exchange Commission (the “SEC”), which are accessible on the SEC’s website at 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, general economic contractions, 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, 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 - FINANCIAL INFORMATION

Item 1.    Financial Statements

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except share information)
	June 30, 2023		December 31, 2022
Assets
Real estate
Land	$	1,799,837	$	1,820,358
Buildings and improvements	9,081,191		9,077,993
	10,881,028		10,898,351
Accumulated depreciation and amortization	(3,078,542)		(2,996,759)
Real estate, net	7,802,486		7,901,592
Cash and cash equivalents	13,646		16,492
Restricted cash	1,214		4,767
Marketable securities	21,105		21,669
Receivables, net	253,791		264,146
Deferred charges and prepaid expenses, net	161,866		154,141
Real estate assets held for sale	—		10,439
Other assets	62,556		62,684
Total assets	$	8,316,664	$	8,435,930
Liabilities
Debt obligations, net	$	4,913,212	$	5,035,501
Accounts payable, accrued expenses and other liabilities	527,280		535,419
Total liabilities	5,440,492		5,570,920
Commitments and contingencies (Note 15)	—		—
Equity
Common stock, $0.01 par value; authorized 3,000,000,000 shares; 309,719,833 and 309,042,754    shares issued and 300,592,841 and 299,915,762 shares outstanding	3,006		2,999
Additional paid-in capital	3,297,798		3,299,496
Accumulated other comprehensive income	11,103		8,851
Distributions in excess of net income	(435,735)		(446,336)
Total equity	2,876,172		2,865,010
Total liabilities and equity	$	8,316,664	$	8,435,930
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share data)
	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues
Rental income	$	309,192	$	305,898	$	620,322	$	604,260
Other revenues	601		233		915		500
Total revenues	309,793		306,131		621,237		604,760
Operating expenses
Operating costs	35,705		34,497		71,600		69,293
Real estate taxes	43,712		42,304		88,400		83,944
Depreciation and amortization	88,812		85,137		176,553		169,359
Impairment of real estate assets	16,736		7		17,836		4,597
General and administrative	28,514		29,702		57,686		57,702
Total operating expenses	213,479		191,647		412,075		384,895
Other income (expense)
Dividends and interest	57		35		72		110
Interest expense	(47,485)		(47,886)		(96,165)		(95,208)
Gain on sale of real estate assets	3,857		22,988		52,325		44,899
Gain (loss) on extinguishment of debt, net	4,350		(221)		4,350		(221)
Other	(685)		(1,609)		(1,090)		(2,148)
Total other expense	(39,906)		(26,693)		(40,508)		(52,568)
Net income	$	56,408	$	87,791	$	168,654	$	167,297
Net income per common share:
Basic	$	0.19	$	0.29	$	0.56	$	0.56
Diluted	$	0.19	$	0.29	$	0.56	$	0.56
Weighted average shares:
Basic	300,961		299,992		300,899		299,246
Diluted	302,285		301,094		302,234		300,360
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited, in thousands)
	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net income	$	56,408	$	87,791	$	168,654	$	167,297
Other comprehensive income
Change in unrealized gain on interest rate swaps, net (Note 6)	6,045		4,100		2,057		15,381
Change in unrealized gain (loss) on marketable securities	(62)		(80)		195		(409)
Total other comprehensive income	5,983		4,020		2,252		14,972
Comprehensive income	$	62,391	$	91,811	$	170,906	$	182,269
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited, 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, 2022	297,210	$	2,972	$	3,231,732	$	(12,674)	$	(503,684)	$	2,718,346
Common stock dividends ($0.240 per common share)	—	—		—		—		(73,156)		(73,156)
Equity based compensation expense	—	—		4,620		—		—		4,620
Other comprehensive income	—	—		—		10,952		—		10,952
Issuance of common stock	2,278	23		43,825		—		—		43,848
Repurchases of common shares in conjunction with equity award plans	—	—		(10,458)		—		—		(10,458)
Net income	—	—		—		—		79,506		79,506
Ending balance, March 31, 2022	299,488	2,995		3,269,719		(1,722)		(497,334)		2,773,658
Common stock dividends ($0.240 per common share)	—	—		—		—		(72,534)		(72,534)
Equity based compensation expense	—	—		6,500		—		—		6,500
Other comprehensive income	—	—		—		4,020		—		4,020
Issuance of common stock	181	2		3,558		—		—		3,560
Repurchases of common shares in conjunction with equity award plans	—	—		(2)		—		—		(2)
Net income	—	—		—		—		87,791		87,791
Ending balance, June 30, 2022	299,669	2,997		3,279,775		2,298		(482,077)		2,802,993
Beginning balance, January 1, 2023	299,916	$	2,999	$	3,299,496	$	8,851	$	(446,336)	$	2,865,010
Common stock dividends ($0.260 per common share)	—	—		—		—		(79,298)		(79,298)
Equity based compensation expense	—	—		4,518		—		—		4,518
Other comprehensive loss	—	—		—		(3,731)		—		(3,731)
Issuance of common stock	632	6		(6)		—		—		—
Repurchases of common shares in conjunction with equity award plans	—	—		(11,229)		—		—		(11,229)
Net income	—	—		—		—		112,246		112,246
Ending balance, March 31, 2023	300,548	3,005		3,292,779		5,120		(413,388)		2,887,516
Common stock dividends ($0.260 per common share)	—	—		—		—		(78,755)		(78,755)
Equity based compensation expense	—	—		5,019		—		—		5,019
Other comprehensive income	—	—		—		5,983		—		5,983
Issuance of common stock	45	1		—		—		—		1
Net income	—	—		—		—		56,408		56,408
Ending balance, June 30, 2023	300,593	3,006		3,297,798		11,103		(435,735)		2,876,172
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
	Six Months Ended June 30,
	2023		2022
Operating activities:
Net income	$	168,654	$	167,297
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	176,553		169,359
Accretion of debt premium and discount, net	(1,452)		(1,432)
Deferred financing cost amortization	3,469		3,505
Accretion of above- and below-market leases, net	(6,044)		(5,932)
Tenant inducement amortization and other	2,069		2,035
Impairment of real estate assets	17,836		4,597
Gain on sale of real estate assets	(52,325)		(44,899)
Equity based compensation	8,835		10,343
(Gain) loss on extinguishment of debt, net	(4,350)		221
Changes in operating assets and liabilities:
Receivables, net	8,754		(10,503)
Deferred charges and prepaid expenses	(24,208)		(22,800)
Other assets	(388)		(169)
Accounts payable, accrued expenses and other liabilities	(2,462)		2,494
Net cash provided by operating activities	294,941		274,116
Investing activities:
Improvements to and investments in real estate assets	(156,062)		(146,953)
Acquisitions of real estate assets	(1,914)		(409,688)
Proceeds from sales of real estate assets	145,568		139,981
Purchase of marketable securities	(20,273)		(14,321)
Proceeds from sale of marketable securities	20,772		14,404
Net cash used in investing activities	(11,909)		(416,577)
Financing activities:
Repayment of borrowings under unsecured revolving credit facility	(375,000)		(360,000)
Proceeds from borrowings under unsecured revolving credit facility	250,000		600,000
Proceeds from unsecured term loans	200,000		—
Repayment of borrowings under unsecured notes	(194,253)		(250,000)
Deferred financing and debt extinguishment costs	(474)		(8,223)
Proceeds from issuances of common shares	—		47,407
Distributions to common stockholders	(158,475)		(145,250)
Repurchases of common shares in conjunction with equity award plans	(11,229)		(10,460)
Net cash used in financing activities	(289,431)		(126,526)
Net change in cash, cash equivalents and restricted cash	(6,399)		(268,987)
Cash, cash equivalents and restricted cash at beginning of period	21,259		297,743
Cash, cash equivalents and restricted cash at end of period	$	14,860	$	28,756
Reconciliation to consolidated balance sheets:
Cash and cash equivalents	$	13,646	$	16,828
Restricted cash	1,214		11,928
Cash, cash equivalents and restricted cash at end of period	$	14,860	$	28,756
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amount capitalized of $1,898 and $1,432	$	95,060	$	93,596
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5

BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except unit information)
	June 30, 2023		December 31, 2022
Assets
Real estate
Land	$	1,799,837	$	1,820,358
Buildings and improvements	9,081,191		9,077,993
	10,881,028		10,898,351
Accumulated depreciation and amortization	(3,078,542)		(2,996,759)
Real estate, net	7,802,486		7,901,592
Cash and cash equivalents	13,621		15,565
Restricted cash	1,214		4,767
Marketable securities	21,105		21,669
Receivables, net	253,791		264,146
Deferred charges and prepaid expenses, net	161,866		154,141
Real estate assets held for sale	—		10,439
Other assets	62,556		62,684
Total assets	$	8,316,639	$	8,435,003
Liabilities
Debt obligations, net	$	4,913,212	$	5,035,501
Accounts payable, accrued expenses and other liabilities	527,280		535,419
Total liabilities	5,440,492		5,570,920
Commitments and contingencies (Note 15)	—		—
Capital
Partnership common units; 309,719,833 and 309,042,754 units issued and 300,592,841 and    299,915,762 units outstanding	2,865,044		2,855,232
Accumulated other comprehensive income	11,103		8,851
Total capital	2,876,147		2,864,083
Total liabilities and capital	$	8,316,639	$	8,435,003
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

6

BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share data)
	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues
Rental income	$	309,192	$	305,898	$	620,322	$	604,260
Other revenues	601		233		915		500
Total revenues	309,793		306,131		621,237		604,760
Operating expenses
Operating costs	35,705		34,497		71,600		69,293
Real estate taxes	43,712		42,304		88,400		83,944
Depreciation and amortization	88,812		85,137		176,553		169,359
Impairment of real estate assets	16,736		7		17,836		4,597
General and administrative	28,514		29,702		57,686		57,702
Total operating expenses	213,479		191,647		412,075		384,895
Other income (expense)
Dividends and interest	57		35		72		110
Interest expense	(47,485)		(47,886)		(96,165)		(95,208)
Gain on sale of real estate assets	3,857		22,988		52,325		44,899
Gain (loss) on extinguishment of debt, net	4,350		(221)		4,350		(221)
Other	(685)		(1,609)		(1,090)		(2,148)
Total other expense	(39,906)		(26,693)		(40,508)		(52,568)
Net income	$	56,408	$	87,791	$	168,654	$	167,297
Net income per common unit:
Basic	$	0.19	$	0.29	$	0.56	$	0.56
Diluted	$	0.19	$	0.29	$	0.56	$	0.56
Weighted average units:
Basic	300,961		299,992		300,899		299,246
Diluted	302,285		301,094		302,234		300,360
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

7

BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited, in thousands)
	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net income	$	56,408	$	87,791	$	168,654	$	167,297
Other comprehensive income (loss)
Change in unrealized gain on interest rate swaps, net (Note 6)	6,045		4,100		2,057		15,381
Change in unrealized gain (loss) on marketable securities	(62)		(80)		195		(409)
Total other comprehensive income	5,983		4,020		2,252		14,972
Comprehensive income	$	62,391	$	91,811	$	170,906	$	182,269
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

8

BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL
(Unaudited, in thousands)
	Partnership Common Units		Accumulated Other Comprehensive Income (Loss)		Total
Beginning balance, January 1, 2022	$	2,715,863	$	(12,675)	$	2,703,188
Distributions to partners	(64,527)		—		(64,527)
Equity based compensation expense	4,620		—		4,620
Other comprehensive income	—		10,953		10,953
Issuance of OP Units	43,848		—		43,848
Repurchases of OP Units in conjunction with equity award plans	(10,458)		—		(10,458)
Net income	79,506		—		79,506
Ending balance, March 31, 2022	2,768,852		(1,722)		2,767,130
Distributions to partners	(66,195)		—		(66,195)
Equity based compensation expense	6,500		—		6,500
Other comprehensive income	—		4,020		4,020
Issuance of OP Units	3,560		—		3,560
Repurchases of OP Units in conjunction with equity award plans	(2)		—		(2)
Net income	87,791		—		87,791
Ending balance, June 30, 2022	2,800,506		2,298		2,802,804
Beginning balance, January 1, 2023	$	2,855,232	$	8,851	$	2,864,083
Distributions to partners	(78,397)		—		(78,397)
Equity based compensation expense	4,518		—		4,518
Other comprehensive loss	—		(3,731)		(3,731)
Repurchases of OP Units in conjunction with equity award plans	(11,229)		—		(11,229)
Net income	112,246		—		112,246
Ending balance, March 31, 2023	2,882,370		5,120		2,887,490
Distributions to partners	(78,754)		—		(78,754)
Equity based compensation expense	5,019		—		5,019
Other comprehensive income	—		5,983		5,983
Issuance of OP Units	1		—		1
Net income	56,408		—		56,408
Ending balance, June 30, 2023	2,865,044		11,103		2,876,147
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

9

BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
	Six Months Ended June 30,
	2023		2022
Operating activities:
Net income	$	168,654	$	167,297
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	176,553		169,359
Accretion of debt premium and discount, net	(1,452)		(1,432)
Deferred financing cost amortization	3,469		3,505
Accretion of above- and below-market leases, net	(6,044)		(5,932)
Tenant inducement amortization and other	2,069		2,035
Impairment of real estate assets	17,836		4,597
Gain on sale of real estate assets	(52,325)		(44,899)
Equity based compensation	8,835		10,343
(Gain) loss on extinguishment of debt, net	(4,350)		221
Changes in operating assets and liabilities:
Receivables, net	8,754		(10,503)
Deferred charges and prepaid expenses	(24,208)		(22,800)
Other assets	(388)		(169)
Accounts payable, accrued expenses and other liabilities	(2,462)		2,494
Net cash provided by operating activities	294,941		274,116
Investing activities:
Improvements to and investments in real estate assets	(156,062)		(146,953)
Acquisitions of real estate assets	(1,914)		(409,688)
Proceeds from sales of real estate assets	145,568		139,981
Purchase of marketable securities	(20,273)		(14,321)
Proceeds from sale of marketable securities	20,772		14,404
Net cash used in investing activities	(11,909)		(416,577)
Financing activities:
Repayment of borrowings under unsecured revolving credit facility	(375,000)		(360,000)
Proceeds from borrowings under unsecured revolving credit facility	250,000		600,000
Proceeds from unsecured notes	200,000		—
Repayment of borrowings under unsecured notes	(194,253)		(250,000)
Deferred financing and debt extinguishment costs	(474)		(8,223)
Proceeds from issuances of OP Units	—		47,407
Partner distributions and repurchases of OP Units	(168,802)		(140,741)
Net cash used in financing activities	(288,529)		(111,557)
Net change in cash, cash equivalents and restricted cash	(5,497)		(254,018)
Cash, cash equivalents and restricted cash at beginning of period	20,332		282,585
Cash, cash equivalents and restricted cash at end of period	$	14,835	$	28,567
Reconciliation to consolidated balance sheets:
Cash and cash equivalents	$	13,621	$	16,639
Restricted cash	1,214		11,928
Cash, cash equivalents and restricted cash at end of period	$	14,835	$	28,567
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amount capitalized of $1,898 and $1,432	$	95,060	$	93,596
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

10

BRIXMOR PROPERTY GROUP INC. AND BRIXMOR OPERATING PARTNERSHIP LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, dollars in thousands, unless otherwise stated)

1. Nature of Business and Financial Statement Presentation

Description of Business

Brixmor Property Group Inc. and subsidiaries (collectively, the “Parent Company”) is an internally-managed 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 June 30, 2023, the Company’s portfolio was comprised of 365 shopping centers (the “Portfolio”) totaling approximately 65 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 accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for the fair presentation of the unaudited Condensed Consolidated Financial Statements for the periods presented have been included. The operating results for the periods presented are not necessarily indicative of the results that may be expected for a full fiscal year. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2022 and accompanying notes included in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 13, 2023.

Principles of Consolidation

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Parent Company, the Operating Partnership, each of their wholly owned subsidiaries, and all other entities in which they have a controlling financial interest. All intercompany transactions have been eliminated.

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 unaudited Condensed Consolidated Financial Statements of the Company.

11

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 unaudited Condensed Consolidated Financial Statements of the Company.

The Company has considered the tax positions taken for the open tax years and has concluded that no provision for income taxes related to uncertain tax positions is required in the Company’s unaudited Condensed Consolidated Financial Statements as of June 30, 2023 and December 31, 2022. Open tax years generally range from 2019 through 2022 but may vary by jurisdiction and issue. The Company recognizes penalties and interest accrued related to unrecognized tax benefits as income tax expense, which is included in Other on the Company’s unaudited Condensed Consolidated Statements of Operations.

New Accounting Pronouncements

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 unaudited Condensed Consolidated Financial Statements of the Company.

2. Acquisition of Real Estate

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

Description(1)	Location	Month Acquired	GLA	Aggregate Purchase Price(2)
Land at Aurora Plaza(3)	Aurora, CO	Apr-23	N/A	$	1,914
			—	1,914

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

(2)Aggregate purchase price includes $0.1 million of transaction costs.

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

During the six months ended June 30, 2022, the Company acquired the following assets, in separate transactions:

Description(1)	Location	Month Acquired	GLA	Aggregate Purchase Price(2)
Brea Gateway	Brea, CA	Jan-22	181,819	$	83,991
Land at Cobblestone Village	St. Augustine, FL	Jan-22	N/A	1,661
Arboretum Village	Dallas, TX	Jan-22	95,354	46,330
Ravinia Plaza	Orland Park, IL	Feb-22	101,800	26,160
Elmhurst Crossing	Elmhurst, IL	Apr-22	347,503	75,096
North Riverside Plaza	Berwyn, IL	Apr-22	383,884	60,114
West U Marketplace	Houston, TX	Apr-22	60,136	33,741
Waterford Commons - Ruby Tuesday	Waterford, CT	May-22	6,781	1,574
Lake Pointe Village	Sugarland, TX	Jun-22	162,263	80,971
Adjustments related to previously acquired assets	Various	Various	N/A	50
			1,339,540	409,688

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

(2)Aggregate purchase price includes $2.0 million of transaction costs, offset by $2.9 million of closing credits.

12

The aggregate purchase price of the assets acquired during the six months ended June 30, 2023 and 2022, respectively, has been allocated as follows:

	Six Months Ended June 30,		Six Months Ended June 30,
Assets	2023		2022
Land	$	1,914	$	84,361
Buildings	—		294,241
Building and tenant improvements	—		33,352
Above-market leases(1)	—		701
In-place leases(2)	—		29,607
Total assets acquired	$	1,914	$	442,262
Liabilities
Below-market leases(3)	$	—	$	30,748
Other liabilities	—		1,826
Total liabilities	—		32,574
Net assets acquired	$	1,914	$	409,688

(1)The weighted average amortization period at the time of acquisition for above-market leases related to assets acquired during the six months ended June 30, 2022 was 6.5 years.

(2)The weighted average amortization period at the time of acquisition for in-place leases related to assets acquired during the six months ended June 30, 2022 was 12.1 years.

(3)The weighted average amortization period at the time of acquisition for below-market leases related to assets acquired during the six months ended June 30, 2022 was 20.1 years.

3. Dispositions and Assets Held for Sale

During the three months ended June 30, 2023, the Company disposed of two shopping centers and five partial shopping centers for aggregate net proceeds of $25.6 million, resulting in aggregate gain of $3.6 million and aggregate impairment of $5.0 million. In addition, during the three months ended June 30, 2023, the Company received aggregate net proceeds of $0.3 million related to a non-operating asset and resolved contingencies related to a previously disposed asset, resulting in net gain of $0.2 million. During the six months ended June 30, 2023, the Company disposed of eight shopping centers and seven partial shopping centers for aggregate net proceeds of $145.3 million, resulting in aggregate gain of $52.1 million and aggregate impairment of $6.1 million. In addition, during the six months ended June 30, 2023, the Company received aggregate net proceeds of $0.3 million related to a non-operating asset, resulting in net gain of $0.2 million.

During the three months ended June 30, 2022, the Company disposed of five shopping centers and three partial shopping centers for aggregate net proceeds of $81.1 million, resulting in aggregate gain of $23.0 million and aggregate impairment of less than $0.1 million. During the six months ended June 30, 2022, the Company disposed of ten shopping centers and four partial shopping centers for aggregate net proceeds of $140.0 million, resulting in aggregate gain of $44.8 million and aggregate impairment of $4.6 million. In addition, during the six months ended June 30, 2022, the Company resolved contingencies related to previously disposed assets, resulting in net gain of $0.1 million.

13

As of June 30, 2023, the Company had no properties held for sale. As of December 31, 2022, 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 as of December 31, 2022:

Assets	December 31, 2022
Land	$	1,988
Buildings and improvements	13,864
Accumulated depreciation and amortization	(5,625)
Real estate, net	10,227
Other assets	212
Assets associated with real estate assets held for sale	$	10,439

There were no discontinued operations for the three and six months ended June 30, 2023 and 2022 as none of the dispositions represented a strategic shift in the Company’s business that would qualify as discontinued operations.

4. Real Estate

The Company’s components of Real estate, net consisted of the following:

	June 30, 2023		December 31, 2022
Land	$	1,799,837	$	1,820,358
Buildings and improvements:
Buildings and tenant improvements	8,561,322		8,535,279
Lease intangibles(1)	519,869		542,714
	10,881,028		10,898,351
Accumulated depreciation and amortization(2)	(3,078,542)		(2,996,759)
Total	$	7,802,486	$	7,901,592

(1)As of June 30, 2023 and December 31, 2022, Lease intangibles consisted of $470.6 million and $492.0 million, respectively, of in-place leases and $49.2 million and $50.7 million, respectively, of above-market leases. These intangible assets are amortized over the term of each related lease.

(2)As of June 30, 2023 and December 31, 2022, Accumulated depreciation and amortization included $451.7 million and $465.2 million, respectively, of accumulated amortization related to Lease intangibles.

In addition, as of June 30, 2023 and December 31, 2022, the Company had intangible liabilities relating to below-market leases of $337.5 million and $349.7 million, respectively, and accumulated accretion of $247.5 million and $252.9 million, respectively. These intangible liabilities are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets.

14

Below-market lease accretion income, net of above-market lease amortization for the three months ended June 30, 2023 and 2022 was $2.7 million and $3.0 million, respectively. Below-market lease accretion income, net of above-market lease amortization for the six months ended June 30, 2023 and 2022 was $6.0 million and $5.9 million, respectively. These amounts are included in Rental income on the Company’s unaudited Condensed Consolidated Statements of Operations. Amortization expense associated with in-place lease value for the three months ended June 30, 2023 and 2022 was $3.9 million and $4.8 million, respectively. Amortization expense associated with in-place lease value for the six months ended June 30, 2023 and 2022 was $8.4 million and $8.9 million, respectively. These amounts are included in Depreciation and amortization on the Company’s unaudited Condensed 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,	Below-market lease accretion (income), net of above-market lease amortization expense		In-place lease amortization expense
2023 (remaining six months)	$	(5,025)	$	7,208
2024	(9,526)		11,899
2025	(8,293)		8,752
2026	(7,265)		6,294
2027	(6,170)		4,797

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.

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

Three Months Ended June 30, 2023
Property Name(1)	Location	GLA	Impairment Charge
The Quentin Collection	Kildeer, IL	171,530	$	11,705
Broadway Faire - Theater Box(2)	Fresno, CA	39,983	2,102
Elk Grove Town Center(2)	Elk Grove Village, IL	61,609	1,796
Spring Mall(2)	Greenfield, WI	45,920	1,078
The Manchester Collection - Crossroads(2)	Manchester, CT	14,867	55
		333,909	$	16,736

(1)The Company recognized impairment charges based upon changes in the anticipated hold periods of these properties and/or offers from third party buyers in connection with the Company’s capital recycling program.

(2)The Company disposed of this property during the six months ended June 30, 2023

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

Six Months Ended June 30, 2023
Property Name(1)	Location	GLA	Impairment Charge
The Quentin Collection	Kildeer, IL	171,530	$	11,705
Broadway Faire - Theater Box(2)	Fresno, CA	39,983	2,102
Elk Grove Town Center(2)	Elk Grove Village, IL	61,609	1,796
The Manchester Collection - Crossroads(2)	Manchester, CT	14,867	1,155
Spring Mall(2)	Greenfield, WI	45,920	1,078
		333,909	$	17,836

(1)The Company recognized impairment charges based upon changes in the anticipated hold periods of these properties and/or offers from third party buyers in connection with the Company’s capital recycling program.

(2)The Company disposed of this property during the six months ended June 30, 2023

15

The Company recognized the following impairments during the three months ended June 30, 2022:

Three Months Ended June 30, 2022
Property Name(1)	Location	GLA	Impairment Charge
Torrington Plaza(2)	Torrington, CT	125,496	$	7
		125,496	$	7

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

(2)The Company disposed of this property during the year ended December 31, 2022.

The Company recognized the following impairments during the six months ended June 30, 2022:

Six Months Ended June 30, 2022
Property Name(1)	Location	GLA	Impairment Charge
Torrington Plaza(2)	Torrington, CT	125,496	$	3,509
New Garden Center (2)	Kennett Square, PA	147,370	1,088
		272,866	$	4,597

(1)The Company recognized impairment charges based upon changes in the anticipated hold periods of these properties and/or offers from third party buyers in connection with the Company’s capital recycling program.

(2)The Company disposed of this property during the year ended December 31, 2022.

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 underlying notional amount. The Company utilizes interest rate swaps to partially hedge the cash flows associated with variable-rate debt. During the six months ended June 30, 2023, the Company entered into three interest rate swap agreements with an effective date of May 1, 2023, an aggregate notional amount of $200.0 million, a weighted average fixed rate of 3.59%, and an expiration date of July 26, 2027. During the year ended December 31, 2022, the Company did not enter into any new interest rate swap agreements.

Detail on the Company’s interest rate derivatives designated as cash flow hedges outstanding as of June 30, 2023 and December 31, 2022 is as follows:

	Number of Instruments		Notional Amount
	June 30, 2023	December 31, 2022	June 30, 2023		December 31, 2022
Interest Rate Swaps	7	4	$	500,000	$	300,000

16

The Company has elected to present its interest rate derivatives on its unaudited Condensed Consolidated Balance Sheets on a gross basis as interest rate swap assets and interest rate swap liabilities. Detail on the fair value of the Company’s interest rate derivatives on a gross and net basis as of June 30, 2023 and December 31, 2022 is as follows:

	Fair Value of Derivative Instruments
Interest rate swaps classified as:	June 30, 2023		December 31, 2022
Gross derivative assets	$	11,697	$	9,640
Gross derivative liabilities	—		—
Net derivative assets	$	11,697	$	9,640

The gross derivative assets are included in Other assets on the Company’s unaudited Condensed Consolidated Balance Sheets. All of the Company’s outstanding interest rate swap agreements for the periods presented were designated as cash flow hedges of interest rate risk. The fair value of the Company’s interest rate derivatives is determined using market standard valuation techniques, including discounted cash flow analyses, on the expected cash flows of each derivative. These analyses reflect the contractual terms of the derivative, including the period to maturity, and use observable market-based inputs, including interest rate curves and implied volatility. These inputs are classified as Level 2 of the fair value hierarchy. The effective portion of changes in the fair value of derivatives designated as cash flow hedges is recognized in other comprehensive income (loss) and is reclassified into earnings as interest expense in the period that the hedged transaction affects earnings.

The effective portion of the Company’s interest rate swaps that was recognized on the Company’s unaudited Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2023 and 2022 is as follows:

Derivatives in Cash Flow Hedging Relationships (Interest Rate Swaps)	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Change in unrealized gain on interest rate swaps	$	8,440	$	2,727	$	5,973	$	12,161
Amortization (accretion) of interest rate swaps to interest expense	(2,395)		1,373		(3,916)		3,220
Change in unrealized gain on interest rate swaps, net	$	6,045	$	4,100	$	2,057	$	15,381

The Company estimates that $11.3 million will be reclassified from accumulated other comprehensive income (loss) as a decrease to interest expense over the next twelve months. No gain or loss was recognized related to hedge ineffectiveness or to amounts excluded from effectiveness testing on the Company’s cash flow hedges during the three and six months ended June 30, 2023 and 2022.

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

The Company does not use derivatives for trading or speculative purposes. As of June 30, 2023 and December 31, 2022, 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.

17

7. Debt Obligations

As of June 30, 2023 and December 31, 2022, the Company had the following indebtedness outstanding:

	Carrying Value as of
	June 30, 2023		December 31, 2022		Stated Interest Rate(1)	Scheduled Maturity Date
Notes payable
Unsecured notes(2)	$	4,418,805	$	4,618,453	2.25% – 7.97%	2024 – 2031
Net unamortized premium	22,467		23,787
Net unamortized debt issuance costs	(19,826)		(22,325)
Total notes payable, net	$	4,421,446	$	4,619,915
Unsecured Credit Facility
Revolving Facility(3)	$	—	$	125,000	6.24%	2026
Term Loan Facility(3)(4)(5)	500,000		300,000		6.46%	2027
Net unamortized debt issuance costs	(8,234)		(9,414)
Total Unsecured Credit Facility and term loans	$	491,766	$	415,586
Total debt obligations, net	$	4,913,212	$	5,035,501

(1)Stated interest rates as of June 30, 2023 do not include the impact of the Company’s interest rate swap agreements (described below).

(2)The weighted average stated interest rate on the Company’s unsecured notes was 3.70% as of June 30, 2023.

(3)The Company's Revolving Facility (defined hereafter) and Term Loan Facility (defined hereafter) include a sustainability metric incentive, which can reduce the applicable credit spread by up to two basis points. During the six months ended June 30, 2023, the Company concluded that it did not qualify for a reduction to the applicable credit spread during the six months ended June 30, 2023 and year ended December 31, 2022 resulting in a less than $0.1 million increase to interest expense.

(4)Effective June 1, 2022, the Company has in place four interest rate swap agreements that convert the variable interest rate on $300.0 million outstanding under the Term Loan Facility (defined hereafter) to a fixed, combined interest rate of 2.59% (plus a spread of 120 basis points) through July 26, 2024.

(5)Effective May 1, 2023, the Company has in place three interest rate swap agreements that convert the variable interest rate on $200.0 million outstanding under the Term Loan Facility (defined hereafter) to a fixed, combined interest rate of 3.59% (plus a spread of 120 basis points and Secured Overnight Financing Rate ("SOFR") adjustment of 10 basis points) through the maturity of the term loan on July 26, 2027.

2023 Debt Transactions

The Operating Partnership has an unsecured credit facility as amended and restated on April 28, 2022 (the "Unsecured Credit Facility"), which is comprised of a $1.25 billion revolving loan facility (the "Revolving Facility") and a $300.0 million term loan facility, in addition to a $200.0 million delayed draw term loan, which was drawn on April 24, 2023 (together the "Term Loan Facility"). During the six months ended June 30, 2023, the Operating Partnership repaid $125.0 million, net of borrowings, under its Revolving Facility, with proceeds from dispositions.

In April 2023, the Operating Partnership commenced a cash tender offer (the "Tender Offer") for up to $199.6 million of its outstanding 3.65% Senior Notes due 2024 (the "2024 Notes"), which expired on April 24, 2023. Pursuant to the Tender Offer, the Operating Partnership repurchased $199.6 million of its 2024 Notes on April 25, 2023. Following the Tender Offer, $300.4 million aggregate principal amount of the 2024 Notes remain outstanding. The Operating Partnership funded the Tender Offer with proceeds from its $200.0 million delayed draw term loan, which was drawn on April 24, 2023. In connection with the Tender Offer, the Company recognized a $4.3 million gain on extinguishment of debt during the three months ended June 30, 2023.

Pursuant to the terms of the Company’s unsecured debt agreements, the Company, among other things, is subject to the maintenance of various financial covenants. The Company was in compliance with these covenants as of June 30, 2023.

18

Debt Maturities

As of June 30, 2023 and December 31, 2022, the Company had accrued interest of $46.4 million and $47.3 million outstanding, respectively. As of June 30, 2023, scheduled maturities of the Company’s outstanding debt obligations were as follows:

Year ending December 31,
2023 (remaining six months)	$	—
2024	300,352
2025	700,000
2026	607,542
2027	900,000
Thereafter	2,410,911
Total debt maturities	4,918,805
Net unamortized premium	22,467
Net unamortized debt issuance costs	(28,060)
Total debt obligations, net	$	4,913,212

As of the date the financial statements were issued, the Company's scheduled debt maturities for the next 12 months were comprised of the $300.4 million outstanding principal balance on the 2024 Notes.

8. Fair Value Disclosures

All financial instruments of the Company are reflected in the accompanying unaudited Condensed Consolidated Balance Sheets at amounts which, in management’s judgment, reasonably approximate their fair values, except those instruments listed below:

	June 30, 2023				December 31, 2022
	Carrying Amounts		Fair Value		Carrying Amounts		Fair Value
Notes payable	$	4,421,446	$	3,967,511	$	4,619,915	$	4,148,681
Unsecured Credit Facility	491,766		500,000		415,586		425,056
Total debt obligations, net	$	4,913,212	$	4,467,511	$	5,035,501	$	4,573,737

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.

19

The following table presents the placement in the fair value hierarchy of assets that are measured and recognized at fair value on a recurring basis:

	Fair Value Measurements as of June 30, 2023
	Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Marketable securities(1)	$	21,106	$	833	$	20,273	$	—
Interest rate derivatives	$	11,697	$	—	$	11,697	$	—
	Fair Value Measurements as of December 31, 2022
	Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Marketable securities(1)	$	21,669	$	1,088	$	20,581	$	—
Interest rate derivatives	$	9,640	$	—	$	9,640	$	—

(1)As of June 30, 2023 and December 31, 2022, marketable securities included $0.6 million and $0.8 million of net unrealized losses, respectively. As of June 30, 2023, the contractual maturities of the Company’s marketable securities were 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.

The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured and recognized at fair value on a non-recurring basis. The table includes information related to properties that were remeasured to fair value as a result of impairment testing during the six months ended June 30, 2023, excluding the properties sold prior to June 30, 2023. During the year ended December 31, 2022, no properties were remeasured to fair value as a result of impairment testing that were not sold prior to December 31, 2022.

	Fair Value Measurements as of June 30, 2023
	Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Impairment of Real Estate Assets
Assets:
Properties(1)(2)	$	14,987	$	—	$	—	$	14,987	$	11,705

(1)Excludes properties disposed of prior to June 30, 2023.

(2)The carrying value of The Quentin Collection, which was remeasured to fair value based upon an income approach valuation using the direct capitalization method during the three months ended June 30, 2023, is $15.0 million. The capitalization rate of 8.75% utilized in the analysis was based upon unobservable inputs that the Company believes to be within a reasonable range of current market rates for the property.

9. Revenue Recognition

The Company engages in the ownership, management, leasing, acquisition, disposition, and redevelopment of retail shopping centers. Revenue is primarily generated through lease agreements and classified as Rental income on the Company’s unaudited Condensed Consolidated Statements of Operations. These agreements include retail shopping center unit leases; ground leases; ancillary leases or agreements, such as agreements with tenants for cellular towers, ATMs, and short-term or seasonal retail (e.g. Halloween or Christmas-related retail); and reciprocal easement agreements. The agreements range in term from less than one year to 25 or more years, with certain agreements

20

containing renewal options. These renewal options range from as little as one month to five or more years. The Company’s retail shopping center leases generally require tenants to pay a portion of property operating expenses such as common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of the Company’s properties.

Additionally, certain leases may require variable lease payments associated with percentage rents, which are recognized upon the achievement of certain predetermined sales thresholds. The Company recognized $2.0 million and $2.4 million of income based on percentage rents for the three months ended June 30, 2023 and 2022, respectively. The Company recognized $5.7 million and $5.9 million of income based on percentage rents for the six months ended June 30, 2023 and 2022, respectively. These amounts are included in Rental income on the Company’s unaudited Condensed Consolidated Statements of Operations.

21

10. Leases

The Company periodically enters into agreements in which it is the lessee, including ground leases for shopping centers that it operates and office leases for administrative space. The agreements range in term from less than one year to 50 or more years, with certain agreements containing renewal options for up to an additional 100 years. Upon lease execution, the Company recognizes an operating lease right-of-use (“ROU”) asset and an operating lease liability based on the present value of the minimum lease payments over the non-cancelable lease term. As of June 30, 2023, 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 ROU asset or lease liability and are presented as variable lease costs. The following tables present additional information pertaining to the Company’s operating leases:

	Three Months Ended June 30,				Six Months Ended June 30,
Supplemental Statements of Operations Information	2023		2022		2023		2022
Operating lease costs	$	1,407	$	1,613	$	2,818	$	3,051
Variable lease costs	123		83		262		163
Total lease costs	$	1,530	$	1,696	$	3,080	$	3,214
	Six Months Ended June 30,
Supplemental Statements of Cash Flows Information	2023		2022
Operating cash outflows from operating leases	$	3,027	$	3,072
ROU assets obtained in exchange for operating lease liabilities	23		10,708
ROU asset reduction due to dispositions, held for sale, and lease modifications	(144)		—
Operating Lease Liabilities	As of June 30, 2023
Future minimum operating lease payments:
2023 (remaining six months)	$	3,016
2024	5,943
2025	5,642
2026	4,917
2027	2,701
2028	1,902
Thereafter	30,956
Total future minimum operating lease payments	55,077
Less: imputed interest	(17,445)
Operating lease liabilities	$	37,632
Supplemental Balance Sheets Information	As of June 30, 2023		As of December 31, 2022
Operating lease liabilities(1)(2)	$	37,632	$	39,923
ROU assets(1)(3)	33,670		35,754

(1)As of June 30, 2023 and December 31, 2022, the weighted average remaining lease term was 16.1 years and 16.0 years, respectively, and the weighted average discount rate was 4.44% and 4.43%, respectively.

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

(3)These amounts are included in Other assets on the Company’s unaudited Condensed Consolidated Balance Sheets.

As of June 30, 2023, there were no material leases that have been executed but not yet commenced.

22

11. Equity and Capital

ATM Program

In November 2022, the Company renewed its 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, 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 six months ended June 30, 2023, the Company did not issue any shares of common stock under the ATM Program. During the six months ended June 30, 2022, the Company issued 1.9 million shares of common stock under the Prior ATM Program at an average price per share of $25.55, for total gross proceeds of $48.1 million, excluding commissions. The Company incurred commissions of $0.6 million in conjunction with the Prior ATM Program for the six months ended June 30, 2022. As of June 30, 2023, $400.0 million of common stock remained available for issuance under the ATM Program.

Share Repurchase Program

In November 2022, the Company renewed its 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 six months ended June 30, 2023 and 2022, the Company did not repurchase any shares of common stock. As of June 30, 2023, 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 six months ended June 30, 2023 and 2022, the Company withheld 0.5 million and 0.4 million shares of its common stock, respectively.

Dividends and Distributions

During the three months ended June 30, 2023 and 2022, the Company's board of directors declared common stock dividends and OP Unit distributions of $0.26 per share/unit and $0.24 per share/unit, respectively. During the six months ended June 30, 2023 and 2022, the board of directors declared common stock dividends and OP Unit distributions of $0.52 per share/unit and $0.48 per share/unit, respectively. As of June 30, 2023 and December 31, 2022, the Company had declared but unpaid common stock dividends and OP Unit distributions of $81.2 million and $81.6 million, respectively. These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets.

23

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 six months ended June 30, 2023 and the year ended December 31, 2022, 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 or market-based criteria, which 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 during 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 and 0.7 million for the six months ended June 30, 2023 and the year ended December 31, 2022, respectively, with vesting periods ranging from one to five years. For the service-based and performance-based RSU's granted, fair value is based on the Company's grant date stock price or the grant date stock price adjusted for dividend or dividend equivalent rights, when applicable. For the market-based RSUs granted, fair value is based on a Monte Carlo simulation model that assesses the probability of satisfying the market performance hurdles over the remainder of the performance period based on the Company’s historical common stock performance relative to the other companies within the FTSE Nareit Equity Shopping Centers Index as well as the following significant assumptions:

Assumption	Six Months Ended June 30, 2023	Year Ended, December 31, 2022
Volatility	32.0% - 52.0%	27.0% - 51.0%
Weighted average risk-free interest rate	3.79% - 5.18%	1.08% - 1.39%
Weighted average common stock dividend yield	4.3% - 4.8%	3.8% - 4.6%

During the three months ended June 30, 2023 and 2022, the Company recognized $5.0 million and $6.5 million of equity compensation expense, respectively, of which $0.4 million and $0.5 million was capitalized, respectively. During the six months ended June 30, 2023 and 2022, the Company recognized $9.5 million and $11.1 million of equity compensation expense, respectively, of which $0.7 million and $0.8 million was capitalized, respectively. These amounts are included in General and administrative expense on the Company’s unaudited Condensed Consolidated Statements of Operations. As of June 30, 2023, the Company had $28.2 million of total unrecognized compensation expense related to unvested stock compensation, which is expected to be recognized over a weighted average period of approximately 2.2 years.

24

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 three and six months ended June 30, 2023 and 2022 (dollars in thousands, except per share data):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Computation of Basic Earnings Per Share:
Net income	$	56,408	$	87,791	$	168,654	$	167,297
Non-forfeitable dividends on unvested restricted shares	(221)		(273)		(448)		(496)
Net income attributable to the Company’s common stockholders for basic earnings per share	$	56,187	$	87,518	$	168,206	$	166,801
Weighted average number shares outstanding – basic	300,961		299,992		300,899		299,246
Basic earnings per share attributable to the Company’s common stockholders:
Net income per share	$	0.19	$	0.29	$	0.56	$	0.56
Computation of Diluted Earnings Per Share:
Net income attributable to the Company’s common stockholders for diluted earnings per share	$	56,187	$	87,518	$	168,206	$	166,801
Weighted average shares outstanding – basic	300,961		299,992		300,899		299,246
Effect of dilutive securities:
Equity awards	1,324		1,102		1,335		1,114
Weighted average shares outstanding – diluted	302,285		301,094		302,234		300,360
Diluted earnings per share attributable to the Company’s common stockholders:
Net income per share	$	0.19	$	0.29	$	0.56	$	0.56

25

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 three and six months ended June 30, 2023 and 2022 (dollars in thousands, except per unit data):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Computation of Basic Earnings Per Unit:
Net income	$	56,408	$	87,791	$	168,654	$	167,297
Non-forfeitable dividends on unvested restricted units	(221)		(273)		(448)		(496)
Net income attributable to the Operating Partnership’s common units for basic earnings per unit	$	56,187	$	87,518	$	168,206	$	166,801
Weighted average number common units outstanding – basic	300,961		299,992		300,899		299,246
Basic earnings per unit attributable to the Operating Partnership’s common units:
Net income per unit	$	0.19	$	0.29	$	0.56	$	0.56
Computation of Diluted Earnings Per Unit:
Net income attributable to the Operating Partnership’s common units for diluted earnings per unit	$	56,187	$	87,518	$	168,206	$	166,801
Weighted average common units outstanding – basic	300,961		299,992		300,899		299,246
Effect of dilutive securities:
Equity awards	1,324		1,102		1,335		1,114
Weighted average common units outstanding – diluted	302,285		301,094		302,234		300,360
Diluted earnings per unit attributable to the Operating Partnership’s common units:
Net income per unit	$	0.19	$	0.29	$	0.56	$	0.56

26

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.

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 three and six months ended June 30, 2023 and 2022, the Company did not incur any material governmental fines resulting from environmental matters.

16. Related-Party Transactions

As of June 30, 2023 and December 31, 2022, there were no material receivables from or payables to related parties. During the three and six months ended June 30, 2023 and 2022, the Company did not engage in any material related-party transactions.

17. Subsequent Events

In preparing the unaudited Condensed Consolidated Financial Statements, the Company has evaluated events and transactions occurring after June 30, 2023 for recognition and/or disclosure purposes. Based on this evaluation, there were no subsequent events from June 30, 2023 through the date the financial statements were issued.

27

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and the accompanying notes thereto. Historical results and percentage relationships set forth in the unaudited Condensed Consolidated 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 June 30, 2023, our portfolio was comprised of 365 shopping centers (the “Portfolio”) totaling approximately 65 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 June 30, 2023, 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 strategy and our commitment to environmental, social, and governance 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.

28

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 Quarterly Report on Form 10-Q for the factors that could affect our rental income and/or property operating expenses.

Leasing Highlights

As of June 30, 2023, billed and leased occupancy were 90.4% and 94.1%, respectively, as compared to 89.0% and 92.5%, respectively, as of June 30, 2022.

The following table summarizes our executed leasing activity for the three months ended June 30, 2023 and 2022 (dollars in thousands, except for per square foot (“PSF”) amounts):

For the Three Months Ended June 30, 2023
	Leases	GLA	New ABR PSF		Tenant Improvements and Allowances PSF		Third Party Leasing Commissions PSF		Rent Spread(1)
New, renewal and option leases	432	2,302,495	$	19.18	$	4.88	$	2.46	12.9	%
New and renewal leases	375	1,400,822	23.47		8.01		4.04		15.4	%
New leases	136	624,684	24.30		15.29		9.03		22.4	%
Renewal leases	239	776,138	22.80		2.16		0.02		13.6	%
Option leases	57	901,673	12.52		—		—		8.0	%
For the Three Months Ended June 30, 2022
	Leases	GLA	New ABR PSF		Tenant Improvements and Allowances PSF		Third Party Leasing Commissions PSF		Rent Spread(1)
New, renewal and option leases	443	2,885,438	$	17.09	$	4.59	$	2.15	12.5	%
New and renewal leases	387	1,962,044	18.79		6.75		3.16		14.6	%
New leases	166	870,194	19.72		12.68		6.99		34.3	%
Renewal leases	221	1,091,850	18.05		2.03		0.10		9.8	%
Option leases	56	923,394	13.48		—		—		8.6	%

(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.

29

The following table summarizes our executed leasing activity for the six months ended June 30, 2023 and 2022 (dollars in thousands, except for per square foot (“PSF”) amounts):

For the Six Months Ended June 30, 2023
	Leases	GLA	New ABR PSF		Tenant Improvements and Allowances PSF		Third Party Leasing Commissions PSF		Rent Spread(1)
New, renewal and option leases	824	4,756,467	$	18.82	$	5.08	$	2.38	13.8	%
New and renewal leases	706	2,839,228	22.84		8.52		3.99		17.2	%
New leases	276	1,393,094	22.00		14.15		8.06		32.0	%
Renewal leases	430	1,446,134	23.66		3.10		0.08		13.7	%
Option leases	118	1,917,239	12.86		—		—		8.4	%
For the Six Months Ended June 30, 2022
	Leases	GLA	New ABR PSF		Tenant Improvements and Allowances PSF		Third Party Leasing Commissions PSF		Rent Spread(1)
New, renewal and option leases	817	5,192,585	$	16.40	$	4.63	$	2.08	12.8	%
New and renewal leases	708	3,352,196	18.77		7.18		3.22		16.0	%
New leases	315	1,650,148	18.73		12.58		6.44		35.0	%
Renewal leases	393	1,702,048	18.80		1.94		0.10		10.6	%
Option leases	109	1,840,389	12.10		—		—		7.4	%

(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 six months ended June 30, 2023, we acquired one land parcel for an aggregate purchase price of $1.9 million, including transaction costs and closing credits.

•During the six months ended June 30, 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.

Disposition Activity

•During the six months ended June 30, 2023, we disposed of eight shopping centers and seven partial shopping centers for aggregate net proceeds of $145.3 million, resulting in aggregate gain of $52.1 million and aggregate impairment of $6.1 million. In addition, during the six months ended June 30, 2023, we received aggregate net proceeds of $0.3 million related to a non-operating asset, resulting in net gain of $0.2 million.

•During the six months ended June 30, 2022, we disposed of ten shopping centers and four partial shopping centers for aggregate net proceeds of $140.0 million, resulting in aggregate gain of $44.8 million and aggregate impairment of $4.6 million. In addition, during the six months ended June 30, 2022, we resolved contingencies related to previously disposed assets, resulting in net gain of $0.1 million.

30

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 Three Months Ended June 30, 2023 to the Three Months Ended June 30, 2022

Revenues (in thousands)

	Three Months Ended June 30,
	2023		2022		$ Change
Revenues
Rental income	$	309,192	$	305,898	$	3,294
Other revenues	601		233		368
Total revenues	$	309,793	$	306,131	$	3,662

Rental income

The increase in rental income for the three months ended June 30, 2023 of $3.3 million, as compared to the corresponding period in 2022, was due to a $7.3 million increase for assets owned for the full period, partially offset by a $4.0 million decrease due to net transaction activity. The increase for assets owned for the full period was due to (i) a $9.5 million increase in base rent; (ii) a $5.2 million increase in expense reimbursements; (iii) a $0.8 million increase in straight-line rental income, net; and (iv) a $0.1 million increase in ancillary and other rental income; partially offset by (v) a $7.0 million decrease associated with revenues deemed uncollectible; (vi) a $0.6 million decrease in accretion of below-market leases, net of amortization of above-market leases and tenant inducements; (vii) a $0.4 million decrease in percentage rents; and (viii) a $0.3 million decrease in lease termination fees. The $9.5 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 13.8% during the six months ended June 30, 2023 and 12.7% during the year ended December 31, 2022, and an increase in weighted average billed occupancy. The $5.2 million increase in expense reimbursements was primarily attributable to increases in weighted average billed occupancy, reimbursable operating costs, and real estate taxes. The $7.0 million decrease associated with revenues deemed uncollectible was primarily attributable to reduced cash collections associated with amounts previously reserved.

Other revenues

The increase in other revenues for the three months ended June 30, 2023 of $0.4 million as compared to the corresponding period in 2022, was primarily due to an increase in tax increment financing income.

Operating Expenses (in thousands)

	Three Months Ended June 30,
	2023		2022		$ Change
Operating expenses
Operating costs	$	35,705	$	34,497	$	1,208
Real estate taxes	43,712		42,304		1,408
Depreciation and amortization	88,812		85,137		3,675
Impairment of real estate assets	16,736		7		16,729
General and administrative	28,514		29,702		(1,188)
Total operating expenses	$	213,479	$	191,647	$	21,832

Operating costs

The increase in operating costs for the three months ended June 30, 2023 of $1.2 million, as compared to the corresponding period in 2022, was due to a $1.7 million increase in operating costs for assets owned for the full period, primarily due to increases in repairs and maintenance, partially offset by a $0.5 million decrease due to net transaction activity.

31

Real estate taxes

The increase in real estate taxes for the three months ended June 30, 2023 of $1.4 million, as compared to the corresponding period in 2022, was due to a $1.4 million increase in real estate taxes for assets owned for the full period, primarily due to an increase in current year assessments, a decrease in real estate tax refunds, and a decrease in favorable adjustments related to prior year assessments.

Depreciation and amortization

The increase in depreciation and amortization for the three months ended June 30, 2023 of $3.7 million, as compared to the corresponding period in 2022, was primarily due to a $4.7 million increase for assets owned for the full period, primarily due to capital expenditures, and an increase in accelerated depreciation and amortization related to tenant move-outs, partially offset by a $1.0 million decrease attributable to net transaction activity.

Impairment of real estate assets

During the three months ended June 30, 2023, aggregate impairment of $16.7 million was recognized on two shopping centers and two partial shopping centers, as a result of disposition activity, and one operating property. During the three months ended June 30 2022, aggregate impairment of less than $0.1 million was recognized on one shopping center, as a result of disposition activity. Impairments recognized were due to changes in anticipated hold periods primarily in connection with our capital recycling program.

General and administrative

The decrease in general and administrative costs for the three months ended June 30, 2023 of $1.2 million, as compared to the corresponding period in 2022, was primarily due to a decrease in net compensation costs.

During the three months ended June 30, 2023 and 2022, construction compensation costs of $4.3 million and $4.3 million, respectively, were capitalized to building and improvements and leasing legal costs of $1.0 million and $0.9 million, respectively, and leasing commission costs of $1.8 million and $2.1 million, respectively, were capitalized to deferred charges and prepaid expenses, net.

Other Income and Expenses (in thousands)

	Three Months Ended June 30,
	2023		2022		$ Change
Other income (expense)
Dividends and interest	$	57	$	35	$	22
Interest expense	(47,485)		(47,886)		401
Gain on sale of real estate assets	3,857		22,988		(19,131)
Gain (loss) on extinguishment of debt, net	4,350		(221)		4,571
Other	(685)		(1,609)		924
Total other expense	$	(39,906)	$	(26,693)	$	(13,213)

Dividends and interest

Dividends and interest remained generally consistent for the three months ended June 30, 2023 as compared to the corresponding period in 2022.

Interest expense

The decrease in interest expense for the three months ended June 30, 2023 of $0.4 million, as compared to the corresponding period in 2022, was primarily due to a lower overall debt obligations, partially offset by a higher weighted average interest rate.

Gain on sale of real estate assets

During the three months ended June 30, 2023, three partial shopping centers were disposed of resulting in aggregate gain of $3.6 million. In addition, during the three months ended June 30, 2023, we received aggregate net proceeds of $0.3 million related to a non-operating asset and resolved contingencies related to a previously disposed asset, resulting in net gain of $0.2 million. During the three months ended June 30, 2022, four shopping centers and three partial shopping centers were disposed of resulting in aggregate gain of $23.0 million.

32

Gain (loss) on extinguishment of debt, net

During the three months ended June 30, 2023, we repurchased $199.6 million of the $500.0 million of our 3.65% Senior Notes due 2024 (the "2024 Notes") then outstanding, resulting in a $4.3 million gain on extinguishment of debt. During the three months ended June 30, 2022, we amended and restated our unsecured credit facility agreements (the "Unsecured Credit Facility"), resulting in a $0.2 million loss on extinguishment of debt due to the acceleration of unamortized debt issuance costs.

Other

The decrease in other expense for the three months ended June 30, 2023 of $0.9 million as compared to the corresponding period in 2022, was primarily due to a decrease in transaction costs.

Comparison of the Six Months Ended June 30, 2023 to the Six Months Ended June 30, 2022

Revenues (in thousands)

	Six Months Ended June 30,
	2023		2022		$ Change
Revenues
Rental income	$	620,322	$	604,260	$	16,062
Other revenues	915		500		415
Total revenues	$	621,237	$	604,760	$	16,477

Rental income

The increase in rental income for the six months ended June 30, 2023 of $16.1 million, as compared to the corresponding period in 2022, was due to a $19.1 million increase for assets owned for the full period, partially offset by a $3.0 million decrease due to net transaction activity. The increase for assets owned for the full period was due to (i) an $18.4 million increase in base rent; (ii) a $9.9 million increase in expense reimbursements; (iii) a $0.9 million increase in lease termination fees; (iv) a $0.1 million increase in straight-line rental income, net; and (v) a less than $0.1 million increase in ancillary and other rental income; partially offset by (vi) a $9.8 million decrease associated with revenues deemed uncollectible; (vii) a $0.3 million decrease in accretion of below-market leases, net of amortization of above-market leases and tenant inducements; and (viii) a $0.1 million decrease in percentage rents. The $18.4 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 13.8% during the six months ended June 30, 2023 and 12.7% during the year ended December 31, 2022, and an increase in weighted average billed occupancy. The $9.9 million increase in expense reimbursements was primarily attributable to increases in weighted average billed occupancy, reimbursable operating costs, and real estate taxes. The $9.8 million decrease associated with revenues deemed uncollectible was primarily attributable to reduced cash collections associated with amounts previously reserved.

Other revenues

The increase in other revenues for the six months ended June 30, 2023 of $0.4 million as compared to the corresponding period in 2022, was primarily due to an increase in tax increment financing income.

Operating Expenses (in thousands)

	Six Months Ended June 30,
	2023		2022		$ Change
Operating expenses
Operating costs	$	71,600	$	69,293	$	2,307
Real estate taxes	88,400		83,944		4,456
Depreciation and amortization	176,553		169,359		7,194
Impairment of real estate assets	17,836		4,597		13,239
General and administrative	57,686		57,702		(16)
Total operating expenses	$	412,075	$	384,895	$	27,180

33

Operating costs

The increase in operating costs for the six months ended June 30, 2023 of $2.3 million, as compared to the corresponding period in 2022, was due to a $3.1 million increase in operating costs for assets owned for the full period, primarily due to increases in repairs and maintenance, partially offset by a $0.8 million decrease due to net transaction activity.

Real estate taxes

The increase in real estate taxes for the six months ended June 30, 2023 of $4.5 million, as compared to the corresponding period in 2022, was due to a $2.4 million increase in real estate taxes for assets owned for the full period, primarily due to an increase in current year assessments, a decrease in real estate tax refunds, and a decrease in favorable adjustments related to prior year assessments, in addition to a $2.1 million increase in real estate taxes due to net transaction activity.

Depreciation and amortization

The increase in depreciation and amortization for the six months ended June 30, 2023 of $7.2 million, as compared to the corresponding period in 2022, was primarily due to a $6.7 million increase for assets owned for the full period, primarily due to capital expenditures, and an increase in accelerated depreciation and amortization related to tenant move-outs, and a $0.5 million increase attributable to net transaction activity.

Impairment of real estate assets

During the six months ended June 30, 2023, aggregate impairment of $17.8 million was recognized on two shopping centers and two partial shopping centers, as a result of disposition activity, and one operating property. During the six months ended June 30 2022, aggregate impairment of $4.6 million was recognized on two shopping centers, as a result of disposition activity. Impairments recognized were due to changes in anticipated hold periods primarily in connection with our capital recycling program.

General and administrative

General and administrative costs remained generally consistent for the six months ended June 30, 2023, as compared to the corresponding period in 2022.

During the six months ended June 30, 2023 and 2022, construction compensation costs of $8.9 million and $8.5 million, respectively, were capitalized to building and improvements and leasing legal costs of $2.4 million and $2.5 million, respectively, and leasing commission costs of $4.0 million and $3.9 million, respectively, were capitalized to deferred charges and prepaid expenses, net.

Other Income and Expenses (in thousands)

	Six Months Ended June 30,
	2023		2022		$ Change
Other income (expense)
Dividends and interest	$	72	$	110	$	(38)
Interest expense	(96,165)		(95,208)		(957)
Gain on sale of real estate assets	52,325		44,899		7,426
Gain (loss) on extinguishment of debt, net	4,350		(221)		4,571
Other	(1,090)		(2,148)		1,058
Total other income	$	(40,508)	$	(52,568)	$	12,060

Dividends and interest

Dividends and interest remained generally consistent for the six months ended June 30, 2023 as compared to the corresponding period in 2022.

Interest expense

The increase in interest expense for the six months ended June 30, 2023 of $1.0 million, as compared to the corresponding period in 2022, was primarily due to a higher weighted average interest rate, partially offset by lower overall debt obligations.

34

Gain on sale of real estate assets

During the six months ended June 30, 2023, six shopping centers and five partial shopping centers were disposed of resulting in aggregate gain of $52.1 million. In addition, during the six months ended June 30, 2023, we received aggregate net proceeds of $0.3 million related to a non-operating asset, resulting in net gain of $0.2 million. During the six months ended June 30, 2022, eight shopping centers and four partial shopping centers were disposed of resulting in aggregate gain of $44.8 million. In addition, during the six months ended June 30, 2022, we resolved contingencies related to previously disposed assets resulting in net gain of $0.1 million.

Gain (loss) on extinguishment of debt, net

During the six months ended June 30, 2023, we repurchased $199.6 million of the $500.0 million of our 2024 Notes then outstanding, resulting in a $4.3 million gain on extinguishment of debt. During the six months ended June 30, 2022, we amended and restated our Unsecured Credit Facility, resulting in a $0.2 million loss on extinguishment of debt due to the acceleration of unamortized debt issuance costs.

Other

The decrease in other expense for the six months ended June 30, 2023 of $1.1 million as compared to the corresponding period in 2022, was primarily due to a decrease in transaction costs.

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 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 (defined herein);

•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. Our Unsecured Credit Facility is comprised of a $1.25 billion revolving loan facility (the "Revolving Facility") and a $300.0 million term loan facility, in addition to a $200.0 million delayed draw term loan, which was drawn on April 24, 2023 (together the "Term Loan Facility"). As of June 30, 2023, we had $1.26 billion of available liquidity, including $1.25 billion available under our Revolving Facility and $14.9 million of cash and cash equivalents and restricted cash. We intend

35

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 June 30, 2024 and thereafter are comprised of (i) contractually obligated expenditures; (ii) other essential expenditures; and (iii) opportunistic expenditures.

Contractually Obligated Expenditures

The following table summarizes our debt maturities (excluding extension options), interest payment obligations, and obligations under non-cancelable operating leases (excluding renewal options), as of June 30, 2023 (dollars in millions):

Contractually Obligated Expenditures	Twelve Months Ended June 30, 2024		Thereafter
Debt maturities (1)	$	300.4	$	4,618.5
Interest payments (1)(2)	183.8		708.4
Operating leases	6.0		49.1
Total	$	490.2	$	5,376.0

(1)    Amounts presented do not assume the issuance of new debt upon maturity of existing debt.

(2)    Scheduled interest payments for variable rate loans are presented using rates (including the impact of interest rate swaps), as of June 30, 2023. See Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2022 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, 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. We incur corporate level expenses such as employee compensation costs, professional fees, corporate office rents, and other platform expenses. The amount of corporate level expenses we incur depends on the size and composition of our Portfolio and platform and prevailing market wages and rates. 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 decrease, and certain costs that we incur, such as corporate level expenses, are not typically reimbursed.

36

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 second and third quarters of 2023:

	Second Quarter 2023		Third Quarter 2023
Dividend declared per common share	$	0.26	$	0.26
Dividend declaration date	April 26, 2023		July 26, 2023
Dividend record date	July 5, 2023		October 3, 2023
Dividend payable date	July 17, 2023		October 16, 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.

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 or non-owned anchor spaces, retail buildings, and/or outparcels at, or adjacent to, our existing shopping centers.

Our cash flow activities are summarized as follows (dollars in thousands):

Brixmor Property Group Inc.

	Six Months Ended June 30,
	2023		2022		$ Change
Net cash provided by operating activities	$	294,941	$	274,116	$	20,825
Net cash used in investing activities	(11,909)		(416,577)		404,668
Net cash used in financing activities	(289,431)		(126,526)		(162,905)
Net change in cash, cash equivalents and restricted cash	(6,399)		(268,987)		262,588
Cash, cash equivalents and restricted cash at beginning of period	21,259		297,743		(276,484)
Cash, cash equivalents and restricted cash at end of period	$	14,860	$	28,756	$	(13,896)

Brixmor Operating Partnership LP

	Six Months Ended June 30,
	2023		2022		$ Change
Net cash provided by operating activities	$	294,941	$	274,116	$	20,825
Net cash used in investing activities	(11,909)		(416,577)		404,668
Net cash used in financing activities	(288,529)		(111,557)		(176,972)
Net change in cash, cash equivalents and restricted cash	(5,497)		(254,018)		248,521
Cash, cash equivalents and restricted cash at beginning of period	20,332		282,585		(262,253)
Cash, cash equivalents and restricted cash at end of period	$	14,835	$	28,567	$	(13,732)

37

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 six months ended June 30, 2023, our net cash provided by operating activities increased $20.8 million as compared to the corresponding period in 2022. The increase was primarily due to (i) an increase from net working capital; (ii) an increase in same property net operating income; and (iii) an increase in lease termination fees; partially offset by (iv) a decrease in net operating income due to net transaction activity and other non-same property net operating income; (v) an increase in cash outflows for general and administrative expense; and (vi) an increase in cash outflows for interest expense.

Investing Activities

Net cash used in investing activities is primarily 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 six months ended June 30, 2023, our net cash used in investing activities decreased $404.7 million as compared to the corresponding period in 2022. The increase was primarily due to (i) a decrease of $407.8 million in acquisitions of real estate assets; (ii) an increase of $5.6 million in net proceeds from sales of real estate assets; and (iii) an increase of $0.4 million in proceeds from sales of marketable securities, net of purchases; partially offset by (iv) an increase of $9.1 million in improvements to and investments in real estate assets.

Improvements to and investments in real estate assets

During the six months ended June 30, 2023 and 2022, we expended $156.1 million and $147.0 million, respectively, on improvements to and investments in real estate assets. Included in these amounts are insurance proceeds of $0.2 million and $2.2 million, respectively, which were received during the six months ended June 30, 2023 and 2022.

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 or renew 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 June 30, 2023, we had 50 in-process anchor space repositioning, redevelopment, and outparcel development projects with an aggregate anticipated cost of $435.5 million, of which $240.9 million had been incurred as of June 30, 2023. In addition, we have identified a pipeline of future redevelopment projects aggregating approximately $950 million of potential capital investment, which we expect to execute over the next several years. We expect to fund these projects with cash and cash equivalents, net cash provided by operating activities, proceeds from sales of real estate assets, and/or proceeds from capital markets transactions.

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, particularly where we can further concentrate our Portfolio in attractive retail submarkets and optimize the quality and long-term growth rate of our asset base. During the six months ended June 30, 2023, we acquired one land parcel for an aggregate purchase price of $1.9 million, including transaction costs and closing credits. During the six months ended June 30, 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.

We may also dispose of properties when we believe value has been maximized, where there is downside risk, or where we have limited ability or desire to build critical mass in a particular submarket. During the six months ended June 30, 2023, we disposed of eight shopping centers and seven partial shopping centers for aggregate net proceeds of $145.3 million. In addition, during the six months ended June 30, 2023, we received aggregate net proceeds of $0.3 million related to a non-operating asset. During the six months ended June 30, 2022, we disposed of ten shopping centers and four partial shopping centers for aggregate net proceeds of $140.0 million.

38

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 six months ended June 30, 2023, our net cash used in financing activities increased $162.9 million as compared to the corresponding period in 2022. The increase was primarily due to (i) a $109.2 million increase in debt repayments, net of borrowings; (ii) a $47.4 million decrease in issuances of common stock; (iii) a $13.2 million increase in distributions to our common stockholders; and (iv) a $0.8 million increase in repurchases of common stock; partially offset by (v) a $7.7 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 as supplemental financial results 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 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 three and six months ended June 30, 2023 and 2022 is as follows (in thousands, except per share amounts):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net income	$	56,408	$	87,791	$	168,654	$	167,297
Depreciation and amortization related to real estate	87,806		84,089		174,554		167,279
Gain on sale of real estate assets	(3,857)		(22,988)		(52,325)		(44,899)
Impairment of real estate assets	16,736		7		17,836		4,597
Nareit FFO	$	157,093	$	148,899	$	308,719	$	294,274
Nareit FFO per diluted share	$	0.52	$	0.49	$	1.02	$	0.98
Weighted average diluted shares outstanding	302,285		301,094		302,234		300,360

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

39

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 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, 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 by only including NOI of properties owned for the entirety of both periods presented and excluding properties under development and completed new development properties that have been stabilized for less than one year, or income or expense associated with our captive insurance company, and therefore provides a more consistent metric for comparing the operating performance of our real estate between periods.

40

Comparison of the Three and Six Months Ended June 30, 2023 to the Three and Six Months Ended June 30, 2022

	Three Months Ended June 30,									Six Months Ended June 30,
	2023			2022			Change			2023			2022			Change
Number of properties	351			351			—			347			347			—
Percent billed	90.5		%	89.1		%	1.4		%	90.5		%	89.1		%	1.4		%
Percent leased	94.1		%	92.7		%	1.4		%	94.1		%	92.7		%	1.4		%
Revenues
Rental income	$	288,984		$	280,298		$	8,686		$	569,258		$	548,101		$	21,157
Other revenues	601			224			377			915			480			435
	289,585			280,522			9,063			570,173			548,581			21,592
Operating expenses
Operating costs	(34,195)			(32,274)			(1,921)			(67,473)			(64,164)			(3,309)
Real estate taxes	(41,486)			(39,923)			(1,563)			(80,349)			(77,950)			(2,399)
	(75,681)			(72,197)			(3,484)			(147,822)			(142,114)			(5,708)
Same property NOI	$	213,904		$	208,325		$	5,579		$	422,351		$	406,467		$	15,884

The following table provides a reconciliation of net income to same property NOI for the periods presented (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net income	$	56,408	$	87,791	$	168,654	$	167,297
Adjustments:
Non-same property NOI	(6,799)		(11,337)		(20,266)		(27,467)
Lease termination fees	(676)		(930)		(2,945)		(2,060)
Straight-line rental income, net	(7,421)		(6,751)		(11,422)		(11,490)
Accretion of below-market leases, net of amortization of above-market leases and tenant inducements	(1,568)		(2,160)		(4,236)		(4,204)
Straight-line ground rent expense, net	(8)		173		(17)		165
Depreciation and amortization	88,812		85,137		176,553		169,359
Impairment of real estate assets	16,736		7		17,836		4,597
General and administrative	28,514		29,702		57,686		57,702
Total other expense	39,906		26,693		40,508		52,568
Same property NOI	$	213,904	$	208,325	$	422,351	$	406,467

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 non-reimbursed 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.

41

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes from the quantitative and qualitative disclosures about market risk disclosed in Item 7A of Part II of our annual report on Form 10-K for the year ended December 31, 2022.

Item 4. 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 June 30, 2023.

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 June 30, 2023 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 June 30, 2023.

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 June 30, 2023 that have materially affected, or that are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

42

PART II - OTHER INFORMATION

Item 1.    Legal Proceedings

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

Item 1A. Risk Factors

In addition to the other information in this Quarterly Report on Form 10-Q, the risks described in our Annual Report on Form 10-K filed for the year ended December 31, 2022, in Part I, Item 1A, Risk Factors, and in our other filings with the SEC should be carefully considered. These factors may materially affect our financial condition, operating results and cash flows. There have been no material changes to the risk factors relating to the Company disclosed in our Form 10-K for the year ended December 31, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended June 30, 2023, the Company did not repurchase any shares of its common stock. As of June 30, 2023, the repurchase program had $400.0 million of available repurchase capacity.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three months ended June 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

43

Item 6. Exhibits

The following documents are filed as exhibits to this report:

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Date of Filing	Exhibit Number	Filed Herewith
31.1	Brixmor Property Group Inc. Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	—	—	—	—	x
31.2	Brixmor Property Group Inc. Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	—	—	—	—	x
31.3	Brixmor Operating Partnership LP Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	—	—	—	—	x
31.4	Brixmor Operating Partnership LP Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	—	—	—	—	x
32.1	Brixmor Property Group Inc. Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	—	—	—	—	x
32.2	Brixmor Operating Partnership LP Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	—	—	—	—	x
101.INS	XBRL Instance Document	—	—	—	—	x
101.SCH	XBRL Taxonomy Extension Schema Document	—	—	—	—	x
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	—	—	—	—	x
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	—	—	—	—	x
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	—	—	—	—	x
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	—	—	—	—	x
104	Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101)					x

44

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.

45

SIGNATURES

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

	BRIXMOR PROPERTY GROUP INC.
Date: July 31, 2023	By:	/s/ James M. Taylor
		James M. Taylor
		Chief Executive Officer and President
		(Principal Executive Officer)
Date: July 31, 2023	By:	/s/ Angela Aman
		Angela Aman
		Chief Financial Officer
		(Principal Financial Officer)
Date: July 31, 2023	By:	/s/ Steven Gallagher
		Steven Gallagher
		Chief Accounting Officer
		(Principal Accounting Officer)

	BRIXMOR OPERATING PARTNERSHIP LP
	By:	Brixmor OP GP LLC, its general partner
	By:	BPG Subsidiary LLC, its sole member
Date: July 31, 2023	By:	/s/ James M. Taylor
		James M. Taylor
		Chief Executive Officer and President
		(Principal Executive Officer)
Date: July 31, 2023	By:	/s/ Angela Aman
		Angela Aman
		Chief Financial Officer
		(Principal Financial Officer)
Date: July 31, 2023	By:	/s/ Steven Gallagher
		Steven Gallagher
		Chief Accounting Officer
		(Principal Accounting Officer)

46

EX-31.1

Exhibit 31.1

CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, James M. Taylor, certify that:

1.I have reviewed this quarterly report on Form 10-Q for the period ended June 30, 2023 of Brixmor Property Group Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 31, 2023
	/s/ James M. Taylor
	Chief Executive Officer and President
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Angela Aman, certify that:

1.I have reviewed this quarterly report on Form 10-Q for the period ended June 30, 2023 of Brixmor Property Group Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 31, 2023
	/s/ Angela Aman
	Chief Financial Officer
	(Principal Financial Officer)

EX-31.3

Exhibit 31.3

CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, James M. Taylor, certify that:

1.I have reviewed this quarterly report on Form 10-Q for the period ended June 30, 2023 of Brixmor Operating Partnership LP;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 31, 2023
	/s/ James M. Taylor
	Chief Executive Officer and President
	(Principal Executive Officer)

EX-31.4

Exhibit 31.4

CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Angela Aman, certify that:

1.I have reviewed this quarterly report on Form 10-Q for the period ended June 30, 2023 of Brixmor Operating Partnership LP;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 31, 2023
	/s/ Angela Aman
	Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

Exhibit 32.1

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

In connection with the Quarterly Report of Brixmor Property Group Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2023 filed with the Securities and Exchange Commission on the date hereof (the “Report”), pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officers of the Company hereby certify, to such officers’ knowledge, that:

•The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable of the Securities Exchange Act of 1934, as amended; and

•The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.

Date: July 31, 2023
	/s/ James M. Taylor
	Chief Executive Officer and President
	(Principal Executive Officer)
	/s/ Angela Aman
	Chief Financial Officer
	(Principal Financial Officer)

EX-32.2

Exhibit 32.2

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

In connection with the Quarterly Report of Brixmor Operating Partnership LP (the “Operating Partnership”) on Form 10-Q for the period ended June 30, 2023 filed with the Securities and Exchange Commission on the date hereof (the “Report”), pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officers of the Operating Partnership hereby certify, to such officers’ knowledge, that:

•The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable of the Securities Exchange Act of 1934, as amended; and

•The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership for the periods presented therein.

Date: July 31, 2023
	/s/ James M. Taylor
	Chief Executive Officer and President
	(Principal Executive Officer)
	/s/ Angela Aman
	Chief Financial Officer
	(Principal Financial Officer)

XML

Cover Page - shares	6 Months Ended
	Jun. 30, 2023	Jul. 01, 2023
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-36160
Entity Registrant Name	Brixmor Property Group Inc.
Entity Central Index Key	0001581068
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	45-2433192
Entity Address, Address Line One	450 Lexington Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	212
Local Phone Number	869-3000
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	BRX
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		300,592,841
Brixmor Operating Partnership LP [Member]
Entity Information [Line Items]
Document Type	10-Q
Document Period End Date	Jun. 30, 2023
Entity File Number	333-256637-01
Entity Registrant Name	Brixmor Operating Partnership LP
Entity Central Index Key	0001630031
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--06-30
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	80-0831163
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Real estate
Land	$ 1,799,837	$ 1,820,358
Buildings and improvements	9,081,191	9,077,993
Real estate, gross	10,881,028	10,898,351
Accumulated depreciation and amortization	(3,078,542)	(2,996,759)
Real estate, net	7,802,486	7,901,592
Cash and cash equivalents	13,646	16,492
Restricted cash	1,214	4,767
Marketable securities	21,105	21,669
Receivables, net	253,791	264,146
Deferred charges and prepaid expenses, net	161,866	154,141
Real estate assets held for sale	0	10,439
Other assets	62,556	62,684
Total assets	8,316,664	8,435,930
Liabilities
Debt obligations, net	4,913,212	5,035,501
Accounts payable, accrued expenses and other liabilities	527,280	535,419
Total liabilities	5,440,492	5,570,920
Commitments and contingencies (Note 15)	0	0
Equity
Common stock	3,006	2,999
Additional paid-in capital	3,297,798	3,299,496
Accumulated other comprehensive income	11,103	8,851
Distributions in excess of net income	(435,735)	(446,336)
Total equity	2,876,172	2,865,010
Total liabilities and equity	8,316,664	8,435,930
Brixmor Operating Partnership LP
Real estate
Land	1,799,837	1,820,358
Buildings and improvements	9,081,191	9,077,993
Real estate, gross	10,881,028	10,898,351
Accumulated depreciation and amortization	(3,078,542)	(2,996,759)
Real estate, net	7,802,486	7,901,592
Cash and cash equivalents	13,621	15,565
Restricted cash	1,214	4,767
Marketable securities	21,105	21,669
Receivables, net	253,791	264,146
Deferred charges and prepaid expenses, net	161,866	154,141
Real estate assets held for sale	0	10,439
Other assets	62,556	62,684
Total assets	8,316,639	8,435,003
Liabilities
Debt obligations, net	4,913,212	5,035,501
Accounts payable, accrued expenses and other liabilities	527,280	535,419
Total liabilities	5,440,492	5,570,920
Commitments and contingencies (Note 15)	0	0
Equity
Common stock	2,865,044	2,855,232
Accumulated other comprehensive income	11,103	8,851
Total equity	2,876,147	2,864,083
Total liabilities and equity	$ 8,316,639	$ 8,435,003

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	3,000,000,000	3,000,000,000
Common stock, shares issued	309,719,833	309,042,754
Common stock, shares outstanding	300,592,841	299,915,762
Brixmor Operating Partnership LP
Common stock, shares issued	309,719,833	309,042,754
Common stock, shares outstanding	300,592,841	299,915,762

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenues
Rental income	$ 309,192	$ 305,898	$ 620,322	$ 604,260
Other revenues	601	233	915	500
Total revenues	309,793	306,131	621,237	604,760
Operating expenses
Operating costs	35,705	34,497	71,600	69,293
Real estate taxes	43,712	42,304	88,400	83,944
Depreciation and amortization	88,812	85,137	176,553	169,359
Impairment of real estate assets	16,736	7	17,836	4,597
General and administrative	28,514	29,702	57,686	57,702
Total operating expenses	213,479	191,647	412,075	384,895
Gain (loss) on extinguishment of debt, net	4,350	(221)	4,350	(221)
Other income (expense)
Dividends and interest	57	35	72	110
Interest expense	(47,485)	(47,886)	(96,165)	(95,208)
Gain on sale of real estate assets	3,857	22,988	52,325	44,899
Other	(685)	(1,609)	(1,090)	(2,148)
Total other expense	(39,906)	(26,693)	(40,508)	(52,568)
Net income	$ 56,408	$ 87,791	$ 168,654	$ 167,297
Earnings Per Share [Abstract]
Basic (usd per share)	$ 0.19	$ 0.29	$ 0.56	$ 0.56
Diluted (usd per share)	$ 0.19	$ 0.29	$ 0.56	$ 0.56
Weighted average shares:
Basic (in shares)	300,961	299,992	300,899	299,246
Diluted (in shares)	302,285	301,094	302,234	300,360
Brixmor Operating Partnership LP
Revenues
Rental income	$ 309,192	$ 305,898	$ 620,322	$ 604,260
Other revenues	601	233	915	500
Total revenues	309,793	306,131	621,237	604,760
Operating expenses
Operating costs	35,705	34,497	71,600	69,293
Real estate taxes	43,712	42,304	88,400	83,944
Depreciation and amortization	88,812	85,137	176,553	169,359
Impairment of real estate assets	16,736	7	17,836	4,597
General and administrative	28,514	29,702	57,686	57,702
Total operating expenses	213,479	191,647	412,075	384,895
Gain (loss) on extinguishment of debt, net	4,350	(221)	4,350	(221)
Other income (expense)
Dividends and interest	57	35	72	110
Interest expense	(47,485)	(47,886)	(96,165)	(95,208)
Gain on sale of real estate assets	3,857	22,988	52,325	44,899
Other	(685)	(1,609)	(1,090)	(2,148)
Total other expense	(39,906)	(26,693)	(40,508)	(52,568)
Net income	$ 56,408	$ 87,791	$ 168,654	$ 167,297
Earnings Per Share [Abstract]
Basic (usd per share)	$ 0.19	$ 0.29	$ 0.56	$ 0.56
Diluted (usd per share)	$ 0.19	$ 0.29	$ 0.56	$ 0.56
Weighted average shares:
Basic (in shares)	300,961	299,992	300,899	299,246
Diluted (in shares)	302,285	301,094	302,234	300,360

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Net income	$ 56,408	$ 87,791	$ 168,654	$ 167,297
Other comprehensive income
Change in unrealized gain on interest rate swaps, net (Note 6)	6,045	4,100	2,057	15,381
Change in unrealized gain (loss) on marketable securities	(62)	(80)	195	(409)
Total other comprehensive income	5,983	4,020	2,252	14,972
Comprehensive income	62,391	91,811	170,906	182,269
Brixmor Operating Partnership LP
Net income	56,408	87,791	168,654	167,297
Other comprehensive income
Change in unrealized gain on interest rate swaps, net (Note 6)	6,045	4,100	2,057	15,381
Change in unrealized gain (loss) on marketable securities	(62)	(80)	195	(409)
Total other comprehensive income	5,983	4,020	2,252	14,972
Comprehensive income	$ 62,391	$ 91,811	$ 170,906	$ 182,269

XML

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Brixmor Operating Partnership LP	Common Stock	Common Stock Brixmor Operating Partnership LP	Additional Paid-in Capital	Additional Paid-in Capital Brixmor Operating Partnership LP	Accumulated Other Comprehensive Income (Loss)	Distributions in Excess of Net Income
Beginning balance (in shares) at Dec. 31, 2021			297,210
Beginning balance at Dec. 31, 2021	$ 2,718,346	$ 2,703,188	$ 2,972	$ 2,715,863	$ 3,231,732	$ (12,675)	$ (12,674)	$ (503,684)
Increase (Decrease) in Equity [Roll Forward]
Common stock dividends	(73,156)	(64,527)		(64,527)				(73,156)
Equity based compensation expense	4,620	4,620		4,620	4,620
Other comprehensive income (loss)	10,952	10,953				10,953	10,952
Issuance of common stock (in shares)			2,278
Issuance of common stock	43,848	43,848	$ 23	43,848	43,825
Share-based awards retained for taxes	(10,458)	(10,458)		(10,458)	(10,458)
Net income	79,506	79,506		79,506				79,506
Ending balance (in shares) at Mar. 31, 2022			299,488
Ending balance at Mar. 31, 2022	$ 2,773,658	2,767,130	$ 2,995	2,768,852	3,269,719	(1,722)	(1,722)	(497,334)
Increase (Decrease) in Equity [Roll Forward]
Dividends, per common share (in dollars per share)	$ 0.240
Beginning balance (in shares) at Dec. 31, 2021			297,210
Beginning balance at Dec. 31, 2021	$ 2,718,346	2,703,188	$ 2,972	2,715,863	3,231,732	(12,675)	(12,674)	(503,684)
Increase (Decrease) in Equity [Roll Forward]
Other comprehensive income (loss)	14,972	14,972
Net income	167,297	167,297
Ending balance (in shares) at Jun. 30, 2022			299,669
Ending balance at Jun. 30, 2022	$ 2,802,993	2,802,804	$ 2,997	2,800,506	3,279,775	2,298	2,298	(482,077)
Increase (Decrease) in Equity [Roll Forward]
Dividends, per common share (in dollars per share)	$ 0.48
Beginning balance (in shares) at Mar. 31, 2022			299,488
Beginning balance at Mar. 31, 2022	$ 2,773,658	2,767,130	$ 2,995	2,768,852	3,269,719	(1,722)	(1,722)	(497,334)
Increase (Decrease) in Equity [Roll Forward]
Common stock dividends	(72,534)	(66,195)		(66,195)				(72,534)
Equity based compensation expense	6,500	6,500		6,500	6,500
Other comprehensive income (loss)	4,020	4,020				4,020	4,020
Issuance of common stock (in shares)			181
Issuance of common stock	3,560	3,560	$ 2	3,560
Share-based awards retained for taxes	(2)	(2)		(2)	(2)
Net income	87,791	87,791		87,791				87,791
Ending balance (in shares) at Jun. 30, 2022			299,669
Ending balance at Jun. 30, 2022	$ 2,802,993	2,802,804	$ 2,997	2,800,506	3,279,775	2,298	2,298	(482,077)
Increase (Decrease) in Equity [Roll Forward]
Dividends, per common share (in dollars per share)	$ 0.240
Beginning balance (in shares) at Dec. 31, 2022			299,916
Beginning balance at Dec. 31, 2022	$ 2,865,010	2,864,083	$ 2,999	2,855,232	3,299,496	8,851	8,851	(446,336)
Increase (Decrease) in Equity [Roll Forward]
Common stock dividends	(79,298)	(78,397)		(78,397)				(79,298)
Equity based compensation expense	4,518	4,518		4,518	4,518
Other comprehensive income (loss)	(3,731)	(3,731)				(3,731)	(3,731)
Issuance of common stock (in shares)			632
Issuance of common stock	0	1	$ 6	1	(6)
Share-based awards retained for taxes	(11,229)	(11,229)		(11,229)	(11,229)
Net income	112,246	112,246		112,246				112,246
Ending balance (in shares) at Mar. 31, 2023			300,548
Ending balance at Mar. 31, 2023	$ 2,887,516	2,887,490	$ 3,005	2,882,370	3,292,779	5,120	5,120	(413,388)
Increase (Decrease) in Equity [Roll Forward]
Dividends, per common share (in dollars per share)	$ 0.260
Beginning balance (in shares) at Dec. 31, 2022			299,916
Beginning balance at Dec. 31, 2022	$ 2,865,010	2,864,083	$ 2,999	2,855,232	3,299,496	8,851	8,851	(446,336)
Increase (Decrease) in Equity [Roll Forward]
Other comprehensive income (loss)	2,252	2,252
Net income	168,654	168,654
Ending balance (in shares) at Jun. 30, 2023			300,593
Ending balance at Jun. 30, 2023	$ 2,876,172	2,876,147	$ 3,006	2,865,044	3,297,798	11,103	11,103	(435,735)
Increase (Decrease) in Equity [Roll Forward]
Dividends, per common share (in dollars per share)	$ 0.52
Beginning balance (in shares) at Mar. 31, 2023			300,548
Beginning balance at Mar. 31, 2023	$ 2,887,516	2,887,490	$ 3,005	2,882,370	3,292,779	5,120	5,120	(413,388)
Increase (Decrease) in Equity [Roll Forward]
Common stock dividends	(78,755)	(78,754)		(78,754)				(78,755)
Equity based compensation expense	5,019	5,019		5,019	5,019
Other comprehensive income (loss)	5,983	5,983				5,983	5,983
Issuance of common stock (in shares)			45
Issuance of common stock	1		$ 1		0
Net income	56,408	56,408		56,408				56,408
Ending balance (in shares) at Jun. 30, 2023			300,593
Ending balance at Jun. 30, 2023	$ 2,876,172	$ 2,876,147	$ 3,006	$ 2,865,044	$ 3,297,798	$ 11,103	$ 11,103	$ (435,735)
Increase (Decrease) in Equity [Roll Forward]
Dividends, per common share (in dollars per share)	$ 0.260

XML

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - $ / shares	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Stockholders' Equity [Abstract]
Dividends, per common share (in dollars per share)	$ 0.260	$ 0.260	$ 0.240	$ 0.240	$ 0.52	$ 0.48

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parent) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Operating activities:
Net income	$ 168,654	$ 167,297
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	176,553	169,359
Accretion of debt premium and discount, net	(1,452)	(1,432)
Deferred financing cost amortization	3,469	3,505
Accretion of above- and below-market leases, net	(6,044)	(5,932)
Tenant inducement amortization and other	2,069	2,035
Impairment of real estate assets	17,836	4,597
Gain on sale of real estate assets	(52,325)	(44,899)
Equity based compensation	8,835	10,343
Changes in operating assets and liabilities:
Receivables, net	8,754	(10,503)
Deferred charges and prepaid expenses	(24,208)	(22,800)
Other assets	(388)	(169)
Accounts payable, accrued expenses and other liabilities	(2,462)	2,494
Net cash provided by operating activities	294,941	274,116
Investing activities:
Improvements to and investments in real estate assets	(156,062)	(146,953)
Acquisitions of real estate assets	(1,914)	(409,688)
Proceeds from sales of real estate assets	145,568	139,981
Purchase of marketable securities	(20,273)	(14,321)
Proceeds from sale of marketable securities	20,772	14,404
Net cash used in investing activities	(11,909)	(416,577)
Financing activities:
Repayment of borrowings under unsecured revolving credit facility	(375,000)	(360,000)
Proceeds from borrowings under unsecured revolving credit facility	250,000	600,000
Repayment of borrowings under unsecured notes	(194,253)	(250,000)
Deferred financing and debt extinguishment costs	(474)	(8,223)
Proceeds from issuances of common shares	0	47,407
Distributions to common stockholders	(158,475)	(145,250)
Repurchases of common shares in conjunction with equity award plans	(11,229)	(10,460)
Net cash used in financing activities	(289,431)	(126,526)
Net change in cash, cash equivalents and restricted cash	(6,399)	(268,987)
Cash, cash equivalents and restricted cash at beginning of period	21,259	297,743
Cash, cash equivalents and restricted cash at end of period	14,860	28,756
Reconciliation to consolidated balance sheets:
Cash and cash equivalents	13,646	16,828
Restricted cash	1,214	11,928
Cash, cash equivalents and restricted cash at end of period	14,860	28,756
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amount capitalized of $1,898 and $1,432	95,060	93,596
(Gain) loss on extinguishment of debt, net	(4,350)	221
Proceeds from unsecured term loans	$ 200,000	$ 0

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (OP) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Net income	$ 168,654	$ 167,297
Depreciation, Depletion and Amortization	176,553	169,359
Amortization of Debt Discount (Premium)	(1,452)	(1,432)
Deferred financing cost amortization	3,469	3,505
Accretion of above- and below-market leases, net	(6,044)	(5,932)
Tenant inducement amortization and other	2,069	2,035
Impairment Charge	17,836	4,597
Gain on sale	(52,325)	(44,899)
Equity based compensation	8,835	10,343
(Gain) loss on extinguishment of debt, net	(4,350)	221
Increase (Decrease) in Accounts and Other Receivables	8,754	(10,503)
Deferred charges and prepaid expenses	(24,208)	(22,800)
Other assets	(388)	(169)
Increase Decrease In Other Liabilities And Due To Related Parties	(2,462)	2,494
Net cash provided by operating activities	294,941	274,116
Payments to Develop Real Estate Assets	(156,062)	(146,953)
Acquisitions of real estate assets	(1,914)	(409,688)
Proceeds from sales of real estate assets	145,568	139,981
Purchase of marketable securities	(20,273)	(14,321)
Proceeds from sale of marketable securities	20,772	14,404
Net cash used in investing activities	(11,909)	(416,577)
Repayment of borrowings under unsecured revolving credit facility	(375,000)	(360,000)
Proceeds from borrowings under unsecured revolving credit facility	250,000	600,000
Proceeds from unsecured term loans	200,000	0
Repayment of borrowings under unsecured notes	(194,253)	(250,000)
Deferred financing and debt extinguishment costs	(474)	(8,223)
Proceeds from issuances of common shares	0	47,407
Net cash used in financing activities	(289,431)	(126,526)
Net change in cash, cash equivalents and restricted cash	(6,399)	(268,987)
Cash, cash equivalents and restricted cash at beginning of period	21,259	297,743
Cash, cash equivalents and restricted cash at end of period	14,860	28,756
Cash and cash equivalents	13,646	16,828
Restricted cash	1,214	11,928
Cash paid for interest, net of amount capitalized of $1,898 and $1,432	95,060	93,596
Brixmor Operating Partnership LP
Net income	168,654	167,297
Depreciation, Depletion and Amortization	176,553	169,359
Amortization of Debt Discount (Premium)	(1,452)	(1,432)
Deferred financing cost amortization	3,469	3,505
Accretion of above- and below-market leases, net	(6,044)	(5,932)
Tenant inducement amortization and other	2,069	2,035
Impairment Charge	17,836	4,597
Gain on sale	(52,325)	(44,899)
Equity based compensation	8,835	10,343
(Gain) loss on extinguishment of debt, net	(4,350)	221
Increase (Decrease) in Accounts and Other Receivables	8,754	(10,503)
Deferred charges and prepaid expenses	(24,208)	(22,800)
Other assets	(388)	(169)
Increase Decrease In Other Liabilities And Due To Related Parties	(2,462)	2,494
Net cash provided by operating activities	294,941	274,116
Payments to Develop Real Estate Assets	(156,062)	(146,953)
Acquisitions of real estate assets	(1,914)	(409,688)
Proceeds from sales of real estate assets	145,568	139,981
Purchase of marketable securities	(20,273)	(14,321)
Proceeds from sale of marketable securities	20,772	14,404
Net cash used in investing activities	(11,909)	(416,577)
Repayment of borrowings under unsecured revolving credit facility	(375,000)	(360,000)
Proceeds from borrowings under unsecured revolving credit facility	250,000	600,000
Proceeds from unsecured term loans	200,000	0
Repayment of borrowings under unsecured notes	(194,253)	(250,000)
Deferred financing and debt extinguishment costs	(474)	(8,223)
Proceeds from issuances of common shares	0	47,407
Partner distributions and repurchases of OP Units	(168,802)	(140,741)
Net cash used in financing activities	(288,529)	(111,557)
Net change in cash, cash equivalents and restricted cash	(5,497)	(254,018)
Cash, cash equivalents and restricted cash at beginning of period	20,332	282,585
Cash, cash equivalents and restricted cash at end of period	14,835	28,567
Cash and cash equivalents	13,621	16,639
Restricted cash	1,214	11,928
Cash paid for interest, net of amount capitalized of $1,898 and $1,432	$ 95,060	$ 93,596

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Interest paid, capitalized			$ 1,898	$ 1,432
Brixmor Operating Partnership LP
Interest paid, capitalized	$ 1,898	$ 1,432

XML

Acquisition of Real Estate

6 Months Ended

Jun. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisition of Real Estate

Acquisition of Real Estate

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

Description(1)	Location	Month Acquired	GLA	Aggregate Purchase Price(2)
Land at Aurora Plaza(3)	Aurora, CO	Apr-23	N/A	$	1,914
			—	1,914

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

(2)Aggregate purchase price includes $0.1 million of transaction costs.

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

During the six months ended June 30, 2022, the Company acquired the following assets, in separate transactions:

Description(1)	Location	Month Acquired	GLA	Aggregate Purchase Price(2)
Brea Gateway	Brea, CA	Jan-22	181,819	$	83,991
Land at Cobblestone Village	St. Augustine, FL	Jan-22	N/A	1,661
Arboretum Village	Dallas, TX	Jan-22	95,354	46,330
Ravinia Plaza	Orland Park, IL	Feb-22	101,800	26,160
Elmhurst Crossing	Elmhurst, IL	Apr-22	347,503	75,096
North Riverside Plaza	Berwyn, IL	Apr-22	383,884	60,114
West U Marketplace	Houston, TX	Apr-22	60,136	33,741
Waterford Commons - Ruby Tuesday	Waterford, CT	May-22	6,781	1,574
Lake Pointe Village	Sugarland, TX	Jun-22	162,263	80,971
Adjustments related to previously acquired assets	Various	Various	N/A	50
			1,339,540	409,688

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

(2)Aggregate purchase price includes $2.0 million of transaction costs, offset by $2.9 million of closing credits.

The aggregate purchase price of the assets acquired during the six months ended June 30, 2023 and 2022, respectively, has been allocated as follows:

	Six Months Ended June 30,		Six Months Ended June 30,
Assets	2023		2022
Land	$	1,914	$	84,361
Buildings	—		294,241
Building and tenant improvements	—		33,352
Above-market leases(1)	—		701
In-place leases(2)	—		29,607
Total assets acquired	$	1,914	$	442,262
Liabilities
Below-market leases(3)	$	—	$	30,748
Other liabilities	—		1,826
Total liabilities	—		32,574
Net assets acquired	$	1,914	$	409,688

(1)The weighted average amortization period at the time of acquisition for above-market leases related to assets acquired during the six months ended June 30, 2022 was 6.5 years.

(2)The weighted average amortization period at the time of acquisition for in-place leases related to assets acquired during the six months ended June 30, 2022 was 12.1 years.

(3)The weighted average amortization period at the time of acquisition for below-market leases related to assets acquired during the six months ended June 30, 2022 was 20.1 years.

XML

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	$ 2,876,172	$ 2,887,516	$ 2,802,993	$ 2,773,658	$ 2,876,172	$ 2,802,993	$ 2,865,010	$ 2,718,346
Partners' Capital Account, Distributions	(78,755)	(79,298)	(72,534)	(73,156)
Equity based compensation expense	5,019	4,518	6,500	4,620
Other comprehensive income (loss)	5,983	(3,731)	4,020	10,952	2,252	14,972
Issuance of common stock	1	0	3,560	43,848
Share-based awards retained for taxes		(11,229)	(2)	(10,458)
Net income	56,408	112,246	87,791	79,506	168,654	167,297
Common Stock
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	3,006	3,005	2,997	2,995	3,006	2,997	2,999	2,972
Issuance of common stock	1	6	2	23
Additional Paid-in Capital
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	3,297,798	3,292,779	3,279,775	3,269,719	3,297,798	3,279,775	3,299,496	3,231,732
Equity based compensation expense	5,019	4,518	6,500	4,620
Issuance of common stock	0	(6)		43,825
Share-based awards retained for taxes		(11,229)	(2)	(10,458)
Brixmor Operating Partnership LP
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	2,876,147	2,887,490	2,802,804	2,767,130	2,876,147	2,802,804	2,864,083	2,703,188
Partners' Capital Account, Distributions	(78,754)	(78,397)	(66,195)	(64,527)
Equity based compensation expense	5,019	4,518	6,500	4,620
Other comprehensive income (loss)	5,983	(3,731)	4,020	10,953	2,252	14,972
Issuance of common stock		1	3,560	43,848
Share-based awards retained for taxes		(11,229)	(2)	(10,458)
Net income	56,408	112,246	87,791	79,506	168,654	167,297
Brixmor Operating Partnership LP | Common Stock
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	2,865,044	2,882,370	2,800,506	2,768,852	2,865,044	2,800,506	2,855,232	2,715,863
Partners' Capital Account, Distributions	(78,754)	(78,397)	(66,195)	(64,527)
Equity based compensation expense	5,019	4,518	6,500	4,620
Issuance of common stock		1	3,560	43,848
Share-based awards retained for taxes		(11,229)	(2)	(10,458)
Net income	56,408	112,246	87,791	79,506
Brixmor Operating Partnership LP | Additional Paid-in Capital
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	11,103	5,120	2,298	(1,722)	$ 11,103	$ 2,298	$ 8,851	$ (12,675)
Other comprehensive income (loss)	$ 5,983	$ (3,731)	$ 4,020	$ 10,953

XML

Nature of Business and Financial Statement Presentation

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Nature of Business and Financial Statement Presentation

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 June 30, 2023, the Company’s portfolio was comprised of 365 shopping centers (the “Portfolio”) totaling approximately 65 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 accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for the fair presentation of the unaudited Condensed Consolidated Financial Statements for the periods presented have been included. The operating results for the periods presented are not necessarily indicative of the results that may be expected for a full fiscal year. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2022 and accompanying notes included in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 13, 2023.

Principles of Consolidation

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Parent Company, the Operating Partnership, each of their wholly owned subsidiaries, and all other entities in which they have a controlling financial interest. All intercompany transactions have been eliminated.

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 unaudited Condensed 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 unaudited Condensed Consolidated Financial Statements of the Company.

The Company has considered the tax positions taken for the open tax years and has concluded that no provision for income taxes related to uncertain tax positions is required in the Company’s unaudited Condensed Consolidated Financial Statements as of June 30, 2023 and December 31, 2022. Open tax years generally range from 2019 through 2022 but may vary by jurisdiction and issue. The Company recognizes penalties and interest accrued related to unrecognized tax benefits as income tax expense, which is included in Other on the Company’s unaudited Condensed Consolidated Statements of Operations.

New Accounting Pronouncements

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 unaudited Condensed Consolidated Financial Statements of the Company.

XML

Dispositions and Assets Held for Sale

6 Months Ended

Jun. 30, 2023

Discontinued Operations and Disposal Groups [Abstract]

Dispositions and Assets Held for Sale

Dispositions and Assets Held for Sale

During the three months ended June 30, 2023, the Company disposed of two shopping centers and five partial shopping centers for aggregate net proceeds of $25.6 million, resulting in aggregate gain of $3.6 million and aggregate impairment of $5.0 million. In addition, during the three months ended June 30, 2023, the Company received aggregate net proceeds of $0.3 million related to a non-operating asset and resolved contingencies related to a previously disposed asset, resulting in net gain of $0.2 million. During the six months ended June 30, 2023, the Company disposed of eight shopping centers and seven partial shopping centers for aggregate net proceeds of $145.3 million, resulting in aggregate gain of $52.1 million and aggregate impairment of $6.1 million. In addition, during the six months ended June 30, 2023, the Company received aggregate net proceeds of $0.3 million related to a non-operating asset, resulting in net gain of $0.2 million.

During the three months ended June 30, 2022, the Company disposed of five shopping centers and three partial shopping centers for aggregate net proceeds of $81.1 million, resulting in aggregate gain of $23.0 million and aggregate impairment of less than $0.1 million. During the six months ended June 30, 2022, the Company disposed of ten shopping centers and four partial shopping centers for aggregate net proceeds of $140.0 million, resulting in aggregate gain of $44.8 million and aggregate impairment of $4.6 million. In addition, during the six months ended June 30, 2022, the Company resolved contingencies related to previously disposed assets, resulting in net gain of $0.1 million.

As of June 30, 2023, the Company had no properties held for sale. As of December 31, 2022, 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 as of December 31, 2022:

Assets	December 31, 2022
Land	$	1,988
Buildings and improvements	13,864
Accumulated depreciation and amortization	(5,625)
Real estate, net	10,227
Other assets	212
Assets associated with real estate assets held for sale	$	10,439

There were no discontinued operations for the three and six months ended June 30, 2023 and 2022 as none of the dispositions represented a strategic shift in the Company’s business that would qualify as discontinued operations.

XML

Real Estate

6 Months Ended

Jun. 30, 2023

Real Estate [Abstract]

Real Estate

Real Estate

The Company’s components of Real estate, net consisted of the following:

	June 30, 2023		December 31, 2022
Land	$	1,799,837	$	1,820,358
Buildings and improvements:
Buildings and tenant improvements	8,561,322		8,535,279
Lease intangibles(1)	519,869		542,714
	10,881,028		10,898,351
Accumulated depreciation and amortization(2)	(3,078,542)		(2,996,759)
Total	$	7,802,486	$	7,901,592

(1)As of June 30, 2023 and December 31, 2022, Lease intangibles consisted of $470.6 million and $492.0 million, respectively, of in-place leases and $49.2 million and $50.7 million, respectively, of above-market leases. These intangible assets are amortized over the term of each related lease.

(2)As of June 30, 2023 and December 31, 2022, Accumulated depreciation and amortization included $451.7 million and $465.2 million, respectively, of accumulated amortization related to Lease intangibles.

In addition, as of June 30, 2023 and December 31, 2022, the Company had intangible liabilities relating to below-market leases of $337.5 million and $349.7 million, respectively, and accumulated accretion of $247.5 million and $252.9 million, respectively. These intangible liabilities are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets.

Below-market lease accretion income, net of above-market lease amortization for the three months ended June 30, 2023 and 2022 was $2.7 million and $3.0 million, respectively. Below-market lease accretion income, net of above-market lease amortization for the six months ended June 30, 2023 and 2022 was $6.0 million and $5.9 million, respectively. These amounts are included in Rental income on the Company’s unaudited Condensed Consolidated Statements of Operations. Amortization expense associated with in-place lease value for the three months ended June 30, 2023 and 2022 was $3.9 million and $4.8 million, respectively. Amortization expense associated with in-place lease value for the six months ended June 30, 2023 and 2022 was $8.4 million and $8.9 million, respectively. These amounts are included in Depreciation and amortization on the Company’s unaudited Condensed 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,	Below-market lease accretion (income), net of above-market lease amortization expense		In-place lease amortization expense
2023 (remaining six months)	$	(5,025)	$	7,208
2024	(9,526)		11,899
2025	(8,293)		8,752
2026	(7,265)		6,294
2027	(6,170)		4,797

XML

Impairments

6 Months Ended

Jun. 30, 2023

Impairment of Real Estate [Abstract]

Impairments

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.

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

Three Months Ended June 30, 2023
Property Name(1)	Location	GLA	Impairment Charge
The Quentin Collection	Kildeer, IL	171,530	$	11,705
Broadway Faire - Theater Box(2)	Fresno, CA	39,983	2,102
Elk Grove Town Center(2)	Elk Grove Village, IL	61,609	1,796
Spring Mall(2)	Greenfield, WI	45,920	1,078
The Manchester Collection - Crossroads(2)	Manchester, CT	14,867	55
		333,909	$	16,736

(1)The Company recognized impairment charges based upon changes in the anticipated hold periods of these properties and/or offers from third party buyers in connection with the Company’s capital recycling program.

(2)The Company disposed of this property during the six months ended June 30, 2023

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

Six Months Ended June 30, 2023
Property Name(1)	Location	GLA	Impairment Charge
The Quentin Collection	Kildeer, IL	171,530	$	11,705
Broadway Faire - Theater Box(2)	Fresno, CA	39,983	2,102
Elk Grove Town Center(2)	Elk Grove Village, IL	61,609	1,796
The Manchester Collection - Crossroads(2)	Manchester, CT	14,867	1,155
Spring Mall(2)	Greenfield, WI	45,920	1,078
		333,909	$	17,836

(1)The Company recognized impairment charges based upon changes in the anticipated hold periods of these properties and/or offers from third party buyers in connection with the Company’s capital recycling program.

(2)The Company disposed of this property during the six months ended June 30, 2023

The Company recognized the following impairments during the three months ended June 30, 2022:

Three Months Ended June 30, 2022
Property Name(1)	Location	GLA	Impairment Charge
Torrington Plaza(2)	Torrington, CT	125,496	$	7
		125,496	$	7

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

(2)The Company disposed of this property during the year ended December 31, 2022.

The Company recognized the following impairments during the six months ended June 30, 2022:

Six Months Ended June 30, 2022
Property Name(1)	Location	GLA	Impairment Charge
Torrington Plaza(2)	Torrington, CT	125,496	$	3,509
New Garden Center (2)	Kennett Square, PA	147,370	1,088
		272,866	$	4,597

(1)The Company recognized impairment charges based upon changes in the anticipated hold periods of these properties and/or offers from third party buyers in connection with the Company’s capital recycling program.

(2)The Company disposed of this property during the year ended December 31, 2022.

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.

XML

Financial Instruments - Derivatives and Hedging

6 Months Ended

Jun. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Financial Instruments - Derivatives and Hedging

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 underlying notional amount. The Company utilizes interest rate swaps to partially hedge the cash flows associated with variable-rate debt. During the six months ended June 30, 2023, the Company entered into three interest rate swap agreements with an effective date of May 1, 2023, an aggregate notional amount of $200.0 million, a weighted average fixed rate of 3.59%, and an expiration date of July 26, 2027. During the year ended December 31, 2022, the Company did not enter into any new interest rate swap agreements.

Detail on the Company’s interest rate derivatives designated as cash flow hedges outstanding as of June 30, 2023 and December 31, 2022 is as follows:

	Number of Instruments		Notional Amount
	June 30, 2023	December 31, 2022	June 30, 2023		December 31, 2022
Interest Rate Swaps	7	4	$	500,000	$	300,000

The Company has elected to present its interest rate derivatives on its unaudited Condensed Consolidated Balance Sheets on a gross basis as interest rate swap assets and interest rate swap liabilities. Detail on the fair value of the Company’s interest rate derivatives on a gross and net basis as of June 30, 2023 and December 31, 2022 is as follows:

	Fair Value of Derivative Instruments
Interest rate swaps classified as:	June 30, 2023		December 31, 2022
Gross derivative assets	$	11,697	$	9,640
Gross derivative liabilities	—		—
Net derivative assets	$	11,697	$	9,640

The gross derivative assets are included in Other assets on the Company’s unaudited Condensed Consolidated Balance Sheets. All of the Company’s outstanding interest rate swap agreements for the periods presented were designated as cash flow hedges of interest rate risk. The fair value of the Company’s interest rate derivatives is determined using market standard valuation techniques, including discounted cash flow analyses, on the expected cash flows of each derivative. These analyses reflect the contractual terms of the derivative, including the period to maturity, and use observable market-based inputs, including interest rate curves and implied volatility. These inputs are classified as Level 2 of the fair value hierarchy. The effective portion of changes in the fair value of derivatives designated as cash flow hedges is recognized in other comprehensive income (loss) and is reclassified into earnings as interest expense in the period that the hedged transaction affects earnings.

The effective portion of the Company’s interest rate swaps that was recognized on the Company’s unaudited Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2023 and 2022 is as follows:

Derivatives in Cash Flow Hedging Relationships (Interest Rate Swaps)	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Change in unrealized gain on interest rate swaps	$	8,440	$	2,727	$	5,973	$	12,161
Amortization (accretion) of interest rate swaps to interest expense	(2,395)		1,373		(3,916)		3,220
Change in unrealized gain on interest rate swaps, net	$	6,045	$	4,100	$	2,057	$	15,381

The Company estimates that $11.3 million will be reclassified from accumulated other comprehensive income (loss) as a decrease to interest expense over the next twelve months. No gain or loss was recognized related to hedge ineffectiveness or to amounts excluded from effectiveness testing on the Company’s cash flow hedges during the three and six months ended June 30, 2023 and 2022.

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

The Company does not use derivatives for trading or speculative purposes. As of June 30, 2023 and December 31, 2022, 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.

XML

Debt Obligations

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Debt Obligations

Debt Obligations

As of June 30, 2023 and December 31, 2022, the Company had the following indebtedness outstanding:

	Carrying Value as of
	June 30, 2023		December 31, 2022		Stated Interest Rate(1)	Scheduled Maturity Date
Notes payable
Unsecured notes(2)	$	4,418,805	$	4,618,453	2.25% – 7.97%	2024 – 2031
Net unamortized premium	22,467		23,787
Net unamortized debt issuance costs	(19,826)		(22,325)
Total notes payable, net	$	4,421,446	$	4,619,915
Unsecured Credit Facility
Revolving Facility(3)	$	—	$	125,000	6.24%	2026
Term Loan Facility(3)(4)(5)	500,000		300,000		6.46%	2027
Net unamortized debt issuance costs	(8,234)		(9,414)
Total Unsecured Credit Facility and term loans	$	491,766	$	415,586
Total debt obligations, net	$	4,913,212	$	5,035,501

(1)Stated interest rates as of June 30, 2023 do not include the impact of the Company’s interest rate swap agreements (described below).

(2)The weighted average stated interest rate on the Company’s unsecured notes was 3.70% as of June 30, 2023.

(3)The Company's Revolving Facility (defined hereafter) and Term Loan Facility (defined hereafter) include a sustainability metric incentive, which can reduce the applicable credit spread by up to two basis points. During the six months ended June 30, 2023, the Company concluded that it did not qualify for a reduction to the applicable credit spread during the six months ended June 30, 2023 and year ended December 31, 2022 resulting in a less than $0.1 million increase to interest expense.

(4)Effective June 1, 2022, the Company has in place four interest rate swap agreements that convert the variable interest rate on $300.0 million outstanding under the Term Loan Facility (defined hereafter) to a fixed, combined interest rate of 2.59% (plus a spread of 120 basis points) through July 26, 2024.

(5)Effective May 1, 2023, the Company has in place three interest rate swap agreements that convert the variable interest rate on $200.0 million outstanding under the Term Loan Facility (defined hereafter) to a fixed, combined interest rate of 3.59% (plus a spread of 120 basis points and Secured Overnight Financing Rate ("SOFR") adjustment of 10 basis points) through the maturity of the term loan on July 26, 2027.

2023 Debt Transactions

The Operating Partnership has an unsecured credit facility as amended and restated on April 28, 2022 (the "Unsecured Credit Facility"), which is comprised of a $1.25 billion revolving loan facility (the "Revolving Facility") and a $300.0 million term loan facility, in addition to a $200.0 million delayed draw term loan, which was drawn on April 24, 2023 (together the "Term Loan Facility"). During the six months ended June 30, 2023, the Operating Partnership repaid $125.0 million, net of borrowings, under its Revolving Facility, with proceeds from dispositions.

In April 2023, the Operating Partnership commenced a cash tender offer (the "Tender Offer") for up to $199.6 million of its outstanding 3.65% Senior Notes due 2024 (the "2024 Notes"), which expired on April 24, 2023. Pursuant to the Tender Offer, the Operating Partnership repurchased $199.6 million of its 2024 Notes on April 25, 2023. Following the Tender Offer, $300.4 million aggregate principal amount of the 2024 Notes remain outstanding. The Operating Partnership funded the Tender Offer with proceeds from its $200.0 million delayed draw term loan, which was drawn on April 24, 2023. In connection with the Tender Offer, the Company recognized a $4.3 million gain on extinguishment of debt during the three months ended June 30, 2023.

Pursuant to the terms of the Company’s unsecured debt agreements, the Company, among other things, is subject to the maintenance of various financial covenants. The Company was in compliance with these covenants as of June 30, 2023.

Debt Maturities

As of June 30, 2023 and December 31, 2022, the Company had accrued interest of $46.4 million and $47.3 million outstanding, respectively. As of June 30, 2023, scheduled maturities of the Company’s outstanding debt obligations were as follows:

Year ending December 31,
2023 (remaining six months)	$	—
2024	300,352
2025	700,000
2026	607,542
2027	900,000
Thereafter	2,410,911
Total debt maturities	4,918,805
Net unamortized premium	22,467
Net unamortized debt issuance costs	(28,060)
Total debt obligations, net	$	4,913,212

As of the date the financial statements were issued, the Company's scheduled debt maturities for the next 12 months were comprised of the $300.4 million outstanding principal balance on the 2024 Notes.

XML

Fair Value Disclosures

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Disclosures

Fair Value Disclosures

All financial instruments of the Company are reflected in the accompanying unaudited Condensed Consolidated Balance Sheets at amounts which, in management’s judgment, reasonably approximate their fair values, except those instruments listed below:

	June 30, 2023				December 31, 2022
	Carrying Amounts		Fair Value		Carrying Amounts		Fair Value
Notes payable	$	4,421,446	$	3,967,511	$	4,619,915	$	4,148,681
Unsecured Credit Facility	491,766		500,000		415,586		425,056
Total debt obligations, net	$	4,913,212	$	4,467,511	$	5,035,501	$	4,573,737

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.

The following table presents the placement in the fair value hierarchy of assets that are measured and recognized at fair value on a recurring basis:

	Fair Value Measurements as of June 30, 2023
	Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Marketable securities(1)	$	21,106	$	833	$	20,273	$	—
Interest rate derivatives	$	11,697	$	—	$	11,697	$	—
	Fair Value Measurements as of December 31, 2022
	Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Marketable securities(1)	$	21,669	$	1,088	$	20,581	$	—
Interest rate derivatives	$	9,640	$	—	$	9,640	$	—

(1)As of June 30, 2023 and December 31, 2022, marketable securities included $0.6 million and $0.8 million of net unrealized losses, respectively. As of June 30, 2023, the contractual maturities of the Company’s marketable securities were 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.

The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured and recognized at fair value on a non-recurring basis. The table includes information related to properties that were remeasured to fair value as a result of impairment testing during the six months ended June 30, 2023, excluding the properties sold prior to June 30, 2023. During the year ended December 31, 2022, no properties were remeasured to fair value as a result of impairment testing that were not sold prior to December 31, 2022.

	Fair Value Measurements as of June 30, 2023
	Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Impairment of Real Estate Assets
Assets:
Properties(1)(2)	$	14,987	$	—	$	—	$	14,987	$	11,705

(1)Excludes properties disposed of prior to June 30, 2023.

(2)The carrying value of The Quentin Collection, which was remeasured to fair value based upon an income approach valuation using the direct capitalization method during the three months ended June 30, 2023, is $15.0 million. The capitalization rate of 8.75% utilized in the analysis was based upon unobservable inputs that the Company believes to be within a reasonable range of current market rates for the property.

XML

Revenue Recognition

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Revenue RecognitionThe Company engages in the ownership, management, leasing, acquisition, disposition, and redevelopment of retail shopping centers. Revenue is primarily generated through lease agreements and classified as Rental income on the Company’s unaudited Condensed Consolidated Statements of Operations. These agreements include retail shopping center unit leases; ground leases; ancillary leases or agreements, such as agreements with tenants for cellular towers, ATMs, and short-term or seasonal retail (e.g. Halloween or Christmas-related retail); and reciprocal easement agreements. The agreements range in term from less than one year to 25 or more years, with certain agreements

containing renewal options. These renewal options range from as little as one month to five or more years. The Company’s retail shopping center leases generally require tenants to pay a portion of property operating expenses such as common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of the Company’s properties.

Additionally, certain leases may require variable lease payments associated with percentage rents, which are recognized upon the achievement of certain predetermined sales thresholds. The Company recognized $2.0 million and $2.4 million of income based on percentage rents for the three months ended June 30, 2023 and 2022, respectively. The Company recognized $5.7 million and $5.9 million of income based on percentage rents for the six months ended June 30, 2023 and 2022, respectively. These amounts are included in Rental income on the Company’s unaudited Condensed Consolidated Statements of Operations.

XML

Leases

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Leases

Leases

The Company periodically enters into agreements in which it is the lessee, including ground leases for shopping centers that it operates and office leases for administrative space. The agreements range in term from less than one year to 50 or more years, with certain agreements containing renewal options for up to an additional 100 years. Upon lease execution, the Company recognizes an operating lease right-of-use (“ROU”) asset and an operating lease liability based on the present value of the minimum lease payments over the non-cancelable lease term. As of June 30, 2023, 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 ROU asset or lease liability and are presented as variable lease costs. The following tables present additional information pertaining to the Company’s operating leases:

	Three Months Ended June 30,				Six Months Ended June 30,
Supplemental Statements of Operations Information	2023		2022		2023		2022
Operating lease costs	$	1,407	$	1,613	$	2,818	$	3,051
Variable lease costs	123		83		262		163
Total lease costs	$	1,530	$	1,696	$	3,080	$	3,214
	Six Months Ended June 30,
Supplemental Statements of Cash Flows Information	2023		2022
Operating cash outflows from operating leases	$	3,027	$	3,072
ROU assets obtained in exchange for operating lease liabilities	23		10,708
ROU asset reduction due to dispositions, held for sale, and lease modifications	(144)		—
Operating Lease Liabilities	As of June 30, 2023
Future minimum operating lease payments:
2023 (remaining six months)	$	3,016
2024	5,943
2025	5,642
2026	4,917
2027	2,701
2028	1,902
Thereafter	30,956
Total future minimum operating lease payments	55,077
Less: imputed interest	(17,445)
Operating lease liabilities	$	37,632
Supplemental Balance Sheets Information	As of June 30, 2023		As of December 31, 2022
Operating lease liabilities(1)(2)	$	37,632	$	39,923
ROU assets(1)(3)	33,670		35,754

(1)As of June 30, 2023 and December 31, 2022, the weighted average remaining lease term was 16.1 years and 16.0 years, respectively, and the weighted average discount rate was 4.44% and 4.43%, respectively.

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

(3)These amounts are included in Other assets on the Company’s unaudited Condensed Consolidated Balance Sheets.

As of June 30, 2023, there were no material leases that have been executed but not yet commenced.

XML

Equity and Capital

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Equity and Capital

Equity and Capital

ATM Program

In November 2022, the Company renewed its 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, 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 six months ended June 30, 2023, the Company did not issue any shares of common stock under the ATM Program. During the six months ended June 30, 2022, the Company issued 1.9 million shares of common stock under the Prior ATM Program at an average price per share of $25.55, for total gross proceeds of $48.1 million, excluding commissions. The Company incurred commissions of $0.6 million in conjunction with the Prior ATM Program for the six months ended June 30, 2022. As of June 30, 2023, $400.0 million of common stock remained available for issuance under the ATM Program.

Share Repurchase Program

In November 2022, the Company renewed its 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 six months ended June 30, 2023 and 2022, the Company did not repurchase any shares of common stock. As of June 30, 2023, 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 six months ended June 30, 2023 and 2022, the Company withheld 0.5 million and 0.4 million shares of its common stock, respectively.

Dividends and Distributions

During the three months ended June 30, 2023 and 2022, the Company's board of directors declared common stock dividends and OP Unit distributions of $0.26 per share/unit and $0.24 per share/unit, respectively. During the six months ended June 30, 2023 and 2022, the board of directors declared common stock dividends and OP Unit distributions of $0.52 per share/unit and $0.48 per share/unit, respectively. As of June 30, 2023 and December 31, 2022, the Company had declared but unpaid common stock dividends and OP Unit distributions of $81.2 million and $81.6 million, respectively. These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets.

XML

Stock Based Compensation

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock Based Compensation

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 six months ended June 30, 2023 and the year ended December 31, 2022, 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 or market-based criteria, which 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 during 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 and 0.7 million for the six months ended June 30, 2023 and the year ended December 31, 2022, respectively, with vesting periods ranging from one to five years. For the service-based and performance-based RSU's granted, fair value is based on the Company's grant date stock price or the grant date stock price adjusted for dividend or dividend equivalent rights, when applicable. For the market-based RSUs granted, fair value is based on a Monte Carlo simulation model that assesses the probability of satisfying the market performance hurdles over the remainder of the performance period based on the Company’s historical common stock performance relative to the other companies within the FTSE Nareit Equity Shopping Centers Index as well as the following significant assumptions:

Assumption	Six Months Ended June 30, 2023	Year Ended, December 31, 2022
Volatility	32.0% - 52.0%	27.0% - 51.0%
Weighted average risk-free interest rate	3.79% - 5.18%	1.08% - 1.39%
Weighted average common stock dividend yield	4.3% - 4.8%	3.8% - 4.6%

During the three months ended June 30, 2023 and 2022, the Company recognized $5.0 million and $6.5 million of equity compensation expense, respectively, of which $0.4 million and $0.5 million was capitalized, respectively. During the six months ended June 30, 2023 and 2022, the Company recognized $9.5 million and $11.1 million of equity compensation expense, respectively, of which $0.7 million and $0.8 million was capitalized, respectively. These amounts are included in General and administrative expense on the Company’s unaudited Condensed Consolidated Statements of Operations. As of June 30, 2023, the Company had $28.2 million of total unrecognized compensation expense related to unvested stock compensation, which is expected to be recognized over a weighted average period of approximately 2.2 years.

XML

Earnings Per Share

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Earnings Per Share

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 three and six months ended June 30, 2023 and 2022 (dollars in thousands, except per share data):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Computation of Basic Earnings Per Share:
Net income	$	56,408	$	87,791	$	168,654	$	167,297
Non-forfeitable dividends on unvested restricted shares	(221)		(273)		(448)		(496)
Net income attributable to the Company’s common stockholders for basic earnings per share	$	56,187	$	87,518	$	168,206	$	166,801
Weighted average number shares outstanding – basic	300,961		299,992		300,899		299,246
Basic earnings per share attributable to the Company’s common stockholders:
Net income per share	$	0.19	$	0.29	$	0.56	$	0.56
Computation of Diluted Earnings Per Share:
Net income attributable to the Company’s common stockholders for diluted earnings per share	$	56,187	$	87,518	$	168,206	$	166,801
Weighted average shares outstanding – basic	300,961		299,992		300,899		299,246
Effect of dilutive securities:
Equity awards	1,324		1,102		1,335		1,114
Weighted average shares outstanding – diluted	302,285		301,094		302,234		300,360
Diluted earnings per share attributable to the Company’s common stockholders:
Net income per share	$	0.19	$	0.29	$	0.56	$	0.56

XML

Earnings per Unit

6 Months Ended

Jun. 30, 2023

Schedule of Earnings per Share [Line Items]

Earnings per Unit

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 three and six months ended June 30, 2023 and 2022 (dollars in thousands, except per share data):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Computation of Basic Earnings Per Share:
Net income	$	56,408	$	87,791	$	168,654	$	167,297
Non-forfeitable dividends on unvested restricted shares	(221)		(273)		(448)		(496)
Net income attributable to the Company’s common stockholders for basic earnings per share	$	56,187	$	87,518	$	168,206	$	166,801
Weighted average number shares outstanding – basic	300,961		299,992		300,899		299,246
Basic earnings per share attributable to the Company’s common stockholders:
Net income per share	$	0.19	$	0.29	$	0.56	$	0.56
Computation of Diluted Earnings Per Share:
Net income attributable to the Company’s common stockholders for diluted earnings per share	$	56,187	$	87,518	$	168,206	$	166,801
Weighted average shares outstanding – basic	300,961		299,992		300,899		299,246
Effect of dilutive securities:
Equity awards	1,324		1,102		1,335		1,114
Weighted average shares outstanding – diluted	302,285		301,094		302,234		300,360
Diluted earnings per share attributable to the Company’s common stockholders:
Net income per share	$	0.19	$	0.29	$	0.56	$	0.56

Brixmor Operating Partnership LP

Schedule of Earnings per Share [Line Items]

Earnings per Unit

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 three and six months ended June 30, 2023 and 2022 (dollars in thousands, except per unit data):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Computation of Basic Earnings Per Unit:
Net income	$	56,408	$	87,791	$	168,654	$	167,297
Non-forfeitable dividends on unvested restricted units	(221)		(273)		(448)		(496)
Net income attributable to the Operating Partnership’s common units for basic earnings per unit	$	56,187	$	87,518	$	168,206	$	166,801
Weighted average number common units outstanding – basic	300,961		299,992		300,899		299,246
Basic earnings per unit attributable to the Operating Partnership’s common units:
Net income per unit	$	0.19	$	0.29	$	0.56	$	0.56
Computation of Diluted Earnings Per Unit:
Net income attributable to the Operating Partnership’s common units for diluted earnings per unit	$	56,187	$	87,518	$	168,206	$	166,801
Weighted average common units outstanding – basic	300,961		299,992		300,899		299,246
Effect of dilutive securities:
Equity awards	1,324		1,102		1,335		1,114
Weighted average common units outstanding – diluted	302,285		301,094		302,234		300,360
Diluted earnings per unit attributable to the Operating Partnership’s common units:
Net income per unit	$	0.19	$	0.29	$	0.56	$	0.56

XML

Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

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.

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 three and six months ended June 30, 2023 and 2022, the Company did not incur any material governmental fines resulting from environmental matters.

XML

Related-Party Transactions	6 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
Related-Party Transactions	Related-Party Transactions As of June 30, 2023 and December 31, 2022, there were no material receivables from or payables to related parties. During the three and six months ended June 30, 2023 and 2022, the Company did not engage in any material related-party transactions.

XML

Subsequent Events	6 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsIn preparing the unaudited Condensed Consolidated Financial Statements, the Company has evaluated events and transactions occurring after June 30, 2023 for recognition and/or disclosure purposes. Based on this evaluation, there were no subsequent events from June 30, 2023 through the date the financial statements were issued

XML

Nature of Business and Financial Statement Presentation (Policies)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for the fair presentation of the unaudited Condensed Consolidated Financial Statements for the periods presented have been included. The operating results for the periods presented are not necessarily indicative of the results that may be expected for a full fiscal year. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2022 and accompanying notes included in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 13, 2023.

Principles of Consolidation

Principles of Consolidation

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Parent Company, the Operating Partnership, each of their wholly owned subsidiaries, and all other entities in which they have a controlling financial interest. All intercompany transactions have been eliminated.

Income Taxes

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 unaudited Condensed 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 unaudited Condensed Consolidated Financial Statements of the Company.

The Company has considered the tax positions taken for the open tax years and has concluded that no provision for income taxes related to uncertain tax positions is required in the Company’s unaudited Condensed Consolidated Financial Statements as of June 30, 2023 and December 31, 2022. Open tax years generally range from 2019 through 2022 but may vary by jurisdiction and issue. The Company recognizes penalties and interest accrued related to unrecognized tax benefits as income tax expense, which is included in Other on the Company’s unaudited Condensed Consolidated Statements of Operations.

New Accounting Pronouncements

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 unaudited Condensed Consolidated Financial Statements of the Company.

XML

Acquisition of Real Estate (Tables)

6 Months Ended

Jun. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Asset Acquisition

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

Description(1)	Location	Month Acquired	GLA	Aggregate Purchase Price(2)
Land at Aurora Plaza(3)	Aurora, CO	Apr-23	N/A	$	1,914
			—	1,914

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

(2)Aggregate purchase price includes $0.1 million of transaction costs.

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

During the six months ended June 30, 2022, the Company acquired the following assets, in separate transactions:

Description(1)	Location	Month Acquired	GLA	Aggregate Purchase Price(2)
Brea Gateway	Brea, CA	Jan-22	181,819	$	83,991
Land at Cobblestone Village	St. Augustine, FL	Jan-22	N/A	1,661
Arboretum Village	Dallas, TX	Jan-22	95,354	46,330
Ravinia Plaza	Orland Park, IL	Feb-22	101,800	26,160
Elmhurst Crossing	Elmhurst, IL	Apr-22	347,503	75,096
North Riverside Plaza	Berwyn, IL	Apr-22	383,884	60,114
West U Marketplace	Houston, TX	Apr-22	60,136	33,741
Waterford Commons - Ruby Tuesday	Waterford, CT	May-22	6,781	1,574
Lake Pointe Village	Sugarland, TX	Jun-22	162,263	80,971
Adjustments related to previously acquired assets	Various	Various	N/A	50
			1,339,540	409,688

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

(2)Aggregate purchase price includes $2.0 million of transaction costs, offset by $2.9 million of closing credits.

The aggregate purchase price of the assets acquired during the six months ended June 30, 2023 and 2022, respectively, has been allocated as follows:

	Six Months Ended June 30,		Six Months Ended June 30,
Assets	2023		2022
Land	$	1,914	$	84,361
Buildings	—		294,241
Building and tenant improvements	—		33,352
Above-market leases(1)	—		701
In-place leases(2)	—		29,607
Total assets acquired	$	1,914	$	442,262
Liabilities
Below-market leases(3)	$	—	$	30,748
Other liabilities	—		1,826
Total liabilities	—		32,574
Net assets acquired	$	1,914	$	409,688

(1)The weighted average amortization period at the time of acquisition for above-market leases related to assets acquired during the six months ended June 30, 2022 was 6.5 years.

(2)The weighted average amortization period at the time of acquisition for in-place leases related to assets acquired during the six months ended June 30, 2022 was 12.1 years.

(3)The weighted average amortization period at the time of acquisition for below-market leases related to assets acquired during the six months ended June 30, 2022 was 20.1 years.

XML

Dispositions and Assets Held for Sale (Tables)

6 Months Ended

Jun. 30, 2023

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Reclassificationa of Disposal Groups, Including Discontinued Operations

The following table presents the assets associated with the properties classified as held for sale as of December 31, 2022:

Assets	December 31, 2022
Land	$	1,988
Buildings and improvements	13,864
Accumulated depreciation and amortization	(5,625)
Real estate, net	10,227
Other assets	212
Assets associated with real estate assets held for sale	$	10,439

XML

Real Estate (Tables)

6 Months Ended

Jun. 30, 2023

Real Estate [Abstract]

Schedule of real estate properties

The Company’s components of Real estate, net consisted of the following:

	June 30, 2023		December 31, 2022
Land	$	1,799,837	$	1,820,358
Buildings and improvements:
Buildings and tenant improvements	8,561,322		8,535,279
Lease intangibles(1)	519,869		542,714
	10,881,028		10,898,351
Accumulated depreciation and amortization(2)	(3,078,542)		(2,996,759)
Total	$	7,802,486	$	7,901,592

(1)As of June 30, 2023 and December 31, 2022, Lease intangibles consisted of $470.6 million and $492.0 million, respectively, of in-place leases and $49.2 million and $50.7 million, respectively, of above-market leases. These intangible assets are amortized over the term of each related lease.

(2)As of June 30, 2023 and December 31, 2022, Accumulated depreciation and amortization included $451.7 million and $465.2 million, respectively, of accumulated amortization related to Lease intangibles.

Schedule of expected net amortization expense associated with intangible assets and liabilities

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,	Below-market lease accretion (income), net of above-market lease amortization expense		In-place lease amortization expense
2023 (remaining six months)	$	(5,025)	$	7,208
2024	(9,526)		11,899
2025	(8,293)		8,752
2026	(7,265)		6,294
2027	(6,170)		4,797

XML

Impairments (Tables)

6 Months Ended

Jun. 30, 2023

Impairment of Real Estate [Abstract]

Schedule of Impairments

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

Three Months Ended June 30, 2023
Property Name(1)	Location	GLA	Impairment Charge
The Quentin Collection	Kildeer, IL	171,530	$	11,705
Broadway Faire - Theater Box(2)	Fresno, CA	39,983	2,102
Elk Grove Town Center(2)	Elk Grove Village, IL	61,609	1,796
Spring Mall(2)	Greenfield, WI	45,920	1,078
The Manchester Collection - Crossroads(2)	Manchester, CT	14,867	55
		333,909	$	16,736

(1)The Company recognized impairment charges based upon changes in the anticipated hold periods of these properties and/or offers from third party buyers in connection with the Company’s capital recycling program.

(2)The Company disposed of this property during the six months ended June 30, 2023

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

Six Months Ended June 30, 2023
Property Name(1)	Location	GLA	Impairment Charge
The Quentin Collection	Kildeer, IL	171,530	$	11,705
Broadway Faire - Theater Box(2)	Fresno, CA	39,983	2,102
Elk Grove Town Center(2)	Elk Grove Village, IL	61,609	1,796
The Manchester Collection - Crossroads(2)	Manchester, CT	14,867	1,155
Spring Mall(2)	Greenfield, WI	45,920	1,078
		333,909	$	17,836

(1)The Company recognized impairment charges based upon changes in the anticipated hold periods of these properties and/or offers from third party buyers in connection with the Company’s capital recycling program.

(2)The Company disposed of this property during the six months ended June 30, 2023

The Company recognized the following impairments during the three months ended June 30, 2022:

Three Months Ended June 30, 2022
Property Name(1)	Location	GLA	Impairment Charge
Torrington Plaza(2)	Torrington, CT	125,496	$	7
		125,496	$	7

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

(2)The Company disposed of this property during the year ended December 31, 2022.

The Company recognized the following impairments during the six months ended June 30, 2022:

Six Months Ended June 30, 2022
Property Name(1)	Location	GLA	Impairment Charge
Torrington Plaza(2)	Torrington, CT	125,496	$	3,509
New Garden Center (2)	Kennett Square, PA	147,370	1,088
		272,866	$	4,597

(1)The Company recognized impairment charges based upon changes in the anticipated hold periods of these properties and/or offers from third party buyers in connection with the Company’s capital recycling program.

(2)The Company disposed of this property during the year ended December 31, 2022.

XML

Financial Instruments - Derivatives and Hedging (Tables)

6 Months Ended

Jun. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of interest rate derivatives

Detail on the Company’s interest rate derivatives designated as cash flow hedges outstanding as of June 30, 2023 and December 31, 2022 is as follows:

	Number of Instruments		Notional Amount
	June 30, 2023	December 31, 2022	June 30, 2023		December 31, 2022
Interest Rate Swaps	7	4	$	500,000	$	300,000

Schedule of derivative instruments in Statement of Financial Position, fair value

Detail on the fair value of the Company’s interest rate derivatives on a gross and net basis as of June 30, 2023 and December 31, 2022 is as follows:

	Fair Value of Derivative Instruments
Interest rate swaps classified as:	June 30, 2023		December 31, 2022
Gross derivative assets	$	11,697	$	9,640
Gross derivative liabilities	—		—
Net derivative assets	$	11,697	$	9,640

Schedule of Derivatives in Cash Flow Hedging Relationships

The effective portion of the Company’s interest rate swaps that was recognized on the Company’s unaudited Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2023 and 2022 is as follows:

Derivatives in Cash Flow Hedging Relationships (Interest Rate Swaps)	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Change in unrealized gain on interest rate swaps	$	8,440	$	2,727	$	5,973	$	12,161
Amortization (accretion) of interest rate swaps to interest expense	(2,395)		1,373		(3,916)		3,220
Change in unrealized gain on interest rate swaps, net	$	6,045	$	4,100	$	2,057	$	15,381

XML

Debt Obligations (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Debt obligations under various arrangements with financial institutions

As of June 30, 2023 and December 31, 2022, the Company had the following indebtedness outstanding:

	Carrying Value as of
	June 30, 2023		December 31, 2022		Stated Interest Rate(1)	Scheduled Maturity Date
Notes payable
Unsecured notes(2)	$	4,418,805	$	4,618,453	2.25% – 7.97%	2024 – 2031
Net unamortized premium	22,467		23,787
Net unamortized debt issuance costs	(19,826)		(22,325)
Total notes payable, net	$	4,421,446	$	4,619,915
Unsecured Credit Facility
Revolving Facility(3)	$	—	$	125,000	6.24%	2026
Term Loan Facility(3)(4)(5)	500,000		300,000		6.46%	2027
Net unamortized debt issuance costs	(8,234)		(9,414)
Total Unsecured Credit Facility and term loans	$	491,766	$	415,586
Total debt obligations, net	$	4,913,212	$	5,035,501

(1)Stated interest rates as of June 30, 2023 do not include the impact of the Company’s interest rate swap agreements (described below).

(2)The weighted average stated interest rate on the Company’s unsecured notes was 3.70% as of June 30, 2023.

(3)The Company's Revolving Facility (defined hereafter) and Term Loan Facility (defined hereafter) include a sustainability metric incentive, which can reduce the applicable credit spread by up to two basis points. During the six months ended June 30, 2023, the Company concluded that it did not qualify for a reduction to the applicable credit spread during the six months ended June 30, 2023 and year ended December 31, 2022 resulting in a less than $0.1 million increase to interest expense.

(4)Effective June 1, 2022, the Company has in place four interest rate swap agreements that convert the variable interest rate on $300.0 million outstanding under the Term Loan Facility (defined hereafter) to a fixed, combined interest rate of 2.59% (plus a spread of 120 basis points) through July 26, 2024.

(5)Effective May 1, 2023, the Company has in place three interest rate swap agreements that convert the variable interest rate on $200.0 million outstanding under the Term Loan Facility (defined hereafter) to a fixed, combined interest rate of 3.59% (plus a spread of 120 basis points and Secured Overnight Financing Rate ("SOFR") adjustment of 10 basis points) through the maturity of the term loan on July 26, 2027.

Future expected/scheduled maturities of outstanding debt and capital lease obligations

As of June 30, 2023 and December 31, 2022, the Company had accrued interest of $46.4 million and $47.3 million outstanding, respectively. As of June 30, 2023, scheduled maturities of the Company’s outstanding debt obligations were as follows:

Year ending December 31,
2023 (remaining six months)	$	—
2024	300,352
2025	700,000
2026	607,542
2027	900,000
Thereafter	2,410,911
Total debt maturities	4,918,805
Net unamortized premium	22,467
Net unamortized debt issuance costs	(28,060)
Total debt obligations, net	$	4,913,212

XML

Fair Value Disclosures (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Schedule Of Fair Value Debt Obligation

All financial instruments of the Company are reflected in the accompanying unaudited Condensed Consolidated Balance Sheets at amounts which, in management’s judgment, reasonably approximate their fair values, except those instruments listed below:

	June 30, 2023				December 31, 2022
	Carrying Amounts		Fair Value		Carrying Amounts		Fair Value
Notes payable	$	4,421,446	$	3,967,511	$	4,619,915	$	4,148,681
Unsecured Credit Facility	491,766		500,000		415,586		425,056
Total debt obligations, net	$	4,913,212	$	4,467,511	$	5,035,501	$	4,573,737

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following table presents the placement in the fair value hierarchy of assets that are measured and recognized at fair value on a recurring basis:

	Fair Value Measurements as of June 30, 2023
	Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Marketable securities(1)	$	21,106	$	833	$	20,273	$	—
Interest rate derivatives	$	11,697	$	—	$	11,697	$	—
	Fair Value Measurements as of December 31, 2022
	Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Marketable securities(1)	$	21,669	$	1,088	$	20,581	$	—
Interest rate derivatives	$	9,640	$	—	$	9,640	$	—

(1)As of June 30, 2023 and December 31, 2022, marketable securities included $0.6 million and $0.8 million of net unrealized losses, respectively. As of June 30, 2023, the contractual maturities of the Company’s marketable securities were within the next five years.

The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured and recognized at fair value on a non-recurring basis. The table includes information related to properties that were remeasured to fair value as a result of impairment testing during the six months ended June 30, 2023, excluding the properties sold prior to June 30, 2023. During the year ended December 31, 2022, no properties were remeasured to fair value as a result of impairment testing that were not sold prior to December 31, 2022.

	Fair Value Measurements as of June 30, 2023
	Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Impairment of Real Estate Assets
Assets:
Properties(1)(2)	$	14,987	$	—	$	—	$	14,987	$	11,705

(1)Excludes properties disposed of prior to June 30, 2023.

(2)The carrying value of The Quentin Collection, which was remeasured to fair value based upon an income approach valuation using the direct capitalization method during the three months ended June 30, 2023, is $15.0 million. The capitalization rate of 8.75% utilized in the analysis was based upon unobservable inputs that the Company believes to be within a reasonable range of current market rates for the property.

XML

Leases (Tables)

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Schedule of Operating Leases

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

	Three Months Ended June 30,				Six Months Ended June 30,
Supplemental Statements of Operations Information	2023		2022		2023		2022
Operating lease costs	$	1,407	$	1,613	$	2,818	$	3,051
Variable lease costs	123		83		262		163
Total lease costs	$	1,530	$	1,696	$	3,080	$	3,214
	Six Months Ended June 30,
Supplemental Statements of Cash Flows Information	2023		2022
Operating cash outflows from operating leases	$	3,027	$	3,072
ROU assets obtained in exchange for operating lease liabilities	23		10,708
ROU asset reduction due to dispositions, held for sale, and lease modifications	(144)		—
Operating Lease Liabilities	As of June 30, 2023
Future minimum operating lease payments:
2023 (remaining six months)	$	3,016
2024	5,943
2025	5,642
2026	4,917
2027	2,701
2028	1,902
Thereafter	30,956
Total future minimum operating lease payments	55,077
Less: imputed interest	(17,445)
Operating lease liabilities	$	37,632
Supplemental Balance Sheets Information	As of June 30, 2023		As of December 31, 2022
Operating lease liabilities(1)(2)	$	37,632	$	39,923
ROU assets(1)(3)	33,670		35,754

(1)As of June 30, 2023 and December 31, 2022, the weighted average remaining lease term was 16.1 years and 16.0 years, respectively, and the weighted average discount rate was 4.44% and 4.43%, respectively.

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

(3)These amounts are included in Other assets on the Company’s unaudited Condensed Consolidated Balance Sheets.

XML

Stock Based Compensation (Tables)

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Schedule Of Fair Value Assumptions

For the market-based RSUs granted, fair value is based on a Monte Carlo simulation model that assesses the probability of satisfying the market performance hurdles over the remainder of the performance period based on the Company’s historical common stock performance relative to the other companies within the FTSE Nareit Equity Shopping Centers Index as well as the following significant assumptions:

Assumption	Six Months Ended June 30, 2023	Year Ended, December 31, 2022
Volatility	32.0% - 52.0%	27.0% - 51.0%
Weighted average risk-free interest rate	3.79% - 5.18%	1.08% - 1.39%
Weighted average common stock dividend yield	4.3% - 4.8%	3.8% - 4.6%

XML

Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Schedule of earnings per share, basic and diluted

The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three and six months ended June 30, 2023 and 2022 (dollars in thousands, except per share data):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Computation of Basic Earnings Per Share:
Net income	$	56,408	$	87,791	$	168,654	$	167,297
Non-forfeitable dividends on unvested restricted shares	(221)		(273)		(448)		(496)
Net income attributable to the Company’s common stockholders for basic earnings per share	$	56,187	$	87,518	$	168,206	$	166,801
Weighted average number shares outstanding – basic	300,961		299,992		300,899		299,246
Basic earnings per share attributable to the Company’s common stockholders:
Net income per share	$	0.19	$	0.29	$	0.56	$	0.56
Computation of Diluted Earnings Per Share:
Net income attributable to the Company’s common stockholders for diluted earnings per share	$	56,187	$	87,518	$	168,206	$	166,801
Weighted average shares outstanding – basic	300,961		299,992		300,899		299,246
Effect of dilutive securities:
Equity awards	1,324		1,102		1,335		1,114
Weighted average shares outstanding – diluted	302,285		301,094		302,234		300,360
Diluted earnings per share attributable to the Company’s common stockholders:
Net income per share	$	0.19	$	0.29	$	0.56	$	0.56

XML

Earnings per Unit (Tables)

6 Months Ended

Jun. 30, 2023

Schedule of Earnings per Share [Line Items]

Schedule of earnings per unit, basic and diluted

The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three and six months ended June 30, 2023 and 2022 (dollars in thousands, except per share data):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Computation of Basic Earnings Per Share:
Net income	$	56,408	$	87,791	$	168,654	$	167,297
Non-forfeitable dividends on unvested restricted shares	(221)		(273)		(448)		(496)
Net income attributable to the Company’s common stockholders for basic earnings per share	$	56,187	$	87,518	$	168,206	$	166,801
Weighted average number shares outstanding – basic	300,961		299,992		300,899		299,246
Basic earnings per share attributable to the Company’s common stockholders:
Net income per share	$	0.19	$	0.29	$	0.56	$	0.56
Computation of Diluted Earnings Per Share:
Net income attributable to the Company’s common stockholders for diluted earnings per share	$	56,187	$	87,518	$	168,206	$	166,801
Weighted average shares outstanding – basic	300,961		299,992		300,899		299,246
Effect of dilutive securities:
Equity awards	1,324		1,102		1,335		1,114
Weighted average shares outstanding – diluted	302,285		301,094		302,234		300,360
Diluted earnings per share attributable to the Company’s common stockholders:
Net income per share	$	0.19	$	0.29	$	0.56	$	0.56

Brixmor Operating Partnership LP

Schedule of Earnings per Share [Line Items]

Schedule of earnings per unit, basic and diluted

The following table provides a reconciliation of the numerator and denominator of the earnings per unit calculations for the three and six months ended June 30, 2023 and 2022 (dollars in thousands, except per unit data):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Computation of Basic Earnings Per Unit:
Net income	$	56,408	$	87,791	$	168,654	$	167,297
Non-forfeitable dividends on unvested restricted units	(221)		(273)		(448)		(496)
Net income attributable to the Operating Partnership’s common units for basic earnings per unit	$	56,187	$	87,518	$	168,206	$	166,801
Weighted average number common units outstanding – basic	300,961		299,992		300,899		299,246
Basic earnings per unit attributable to the Operating Partnership’s common units:
Net income per unit	$	0.19	$	0.29	$	0.56	$	0.56
Computation of Diluted Earnings Per Unit:
Net income attributable to the Operating Partnership’s common units for diluted earnings per unit	$	56,187	$	87,518	$	168,206	$	166,801
Weighted average common units outstanding – basic	300,961		299,992		300,899		299,246
Effect of dilutive securities:
Equity awards	1,324		1,102		1,335		1,114
Weighted average common units outstanding – diluted	302,285		301,094		302,234		300,360
Diluted earnings per unit attributable to the Operating Partnership’s common units:
Net income per unit	$	0.19	$	0.29	$	0.56	$	0.56

XML

Nature of Business and Financial Statement Presentation (Details)	Jun. 30, 2023 ft² Property	Jun. 30, 2022 ft²
Nture of Oerations and Financial Statements Presentation [Line Items]
GLA	0	1,339,540
Shopping Center
Nture of Oerations and Financial Statements Presentation [Line Items]
Number of real estate properties | Property	365
GLA	65,000,000
Parent Company | BPG Sub | Brixmor OP GP LLC
Nture of Oerations and Financial Statements Presentation [Line Items]
Ownership percentage	100.00%

XML

Acquisition of Real Estate - Properties Acquired (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($) ft²	Jun. 30, 2022 USD ($) ft²
Asset Acquisition [Line Items]
GLA | ft²	0	1,339,540
Aggregate Purchase Price	$ 1,914	$ 409,688
Transaction costs	2,000
Closing credits	2,900
Land at Aurora Plaza
Asset Acquisition [Line Items]
Aggregate Purchase Price	$ 1,914
Brea Gateway
Asset Acquisition [Line Items]
GLA | ft²		181,819
Aggregate Purchase Price		$ 83,991
Land at Cobblestone Village
Asset Acquisition [Line Items]
Aggregate Purchase Price		$ 1,661
Arboretum Village
Asset Acquisition [Line Items]
GLA | ft²		95,354
Aggregate Purchase Price		$ 46,330
Ravinia Plaza
Asset Acquisition [Line Items]
GLA | ft²		101,800
Aggregate Purchase Price		$ 26,160
Elmhurst Crossing
Asset Acquisition [Line Items]
GLA | ft²		347,503
Aggregate Purchase Price		$ 75,096
North Riverside Plaza
Asset Acquisition [Line Items]
GLA | ft²		383,884
Aggregate Purchase Price		$ 60,114
West U Marketplace
Asset Acquisition [Line Items]
GLA | ft²		60,136
Aggregate Purchase Price		$ 33,741
Waterford Commons - Ruby Tuesday
Asset Acquisition [Line Items]
GLA | ft²		6,781
Aggregate Purchase Price		$ 1,574
Lake Pointe Village
Asset Acquisition [Line Items]
GLA | ft²		162,263
Aggregate Purchase Price		$ 80,971
Adjustments related to previously acquired assets
Asset Acquisition [Line Items]
Aggregate Purchase Price		$ 50

XML

Acquisition of Real Estate (Purchase Price) (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Asset Acquisition [Line Items]
Total assets acquired	$ 1,914	$ 409,688
Above market leases
Asset Acquisition [Line Items]
Useful life (in years)		6 years 6 months
Leases, acquired-in-place
Asset Acquisition [Line Items]
Useful life (in years)		12 years 1 month 6 days
Below market leases
Asset Acquisition [Line Items]
Useful life (in years)		20 years 1 month 6 days
Acquired Properties
Asset Acquisition [Line Items]
Land	1,914	$ 84,361
Buildings	0	294,241
Building and tenant improvements	0	33,352
Above-market leases	0	701
In-place Leases	0	29,607
Total assets acquired	1,914	442,262
Below-market lease	0	30,748
Other liabilities	0	1,826
Total liabilities	0	32,574
Net assets acquired	$ 1,914	$ 409,688

XML

Dispositions and Assets Held for Sale (Narrative) (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($) shopping_center property	Jun. 30, 2022 USD ($) shopping_center	Jun. 30, 2023 USD ($) property shopping_center	Jun. 30, 2022 USD ($) shopping_center	Dec. 31, 2022 property
Schedule of Acquisitions and Dispositions [Line Items]
Gain on sale of real estate assets			$ 52,325	$ 44,899
Provisions of impairment	$ 5,000		$ 6,100	$ 4,600
Disposed of by Sale
Schedule of Acquisitions and Dispositions [Line Items]
Number of shopping centers sold | shopping_center	2	5	8	10
Number of partial shopping centers sold | shopping_center	5	3	7	4
Proceeds from sale of property		$ 81,100
Gain on sale of real estate assets		23,000
Provisions of impairment		100
Disposed of by Sale | Partial Properties
Schedule of Acquisitions and Dispositions [Line Items]
Proceeds from sale of property	$ 25,600		$ 145,300	$ 140,000
Gain on sale of real estate assets	$ 3,600		52,100	$ 44,800
Disposed of by Sale | Non-operating
Schedule of Acquisitions and Dispositions [Line Items]
Proceeds from sale of property			300
Disposed of by Sale | Previously Disposed Assets
Schedule of Acquisitions and Dispositions [Line Items]
Gain on sale of real estate assets		$ 100	$ 200
Held-for-sale
Schedule of Acquisitions and Dispositions [Line Items]
Number of real estate properties | property	0		0		1
Held-for-sale | Partial Properties
Schedule of Acquisitions and Dispositions [Line Items]
Number of real estate properties | property					2

XML

Dispositions and Assets Held for Sale (Held for Sale) (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Assets associated with real estate assets held for sale	$ 0	$ 10,439
Held-for-sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Land		1,988
Buildings and improvements		13,864
Accumulated depreciation and amortization		(5,625)
Real estate, net		10,227
Other assets		212
Assets associated with real estate assets held for sale		$ 10,439

XML

Real Estate (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Real Estate Owned, Disclosure of Detailed Components [Abstract]
Land	$ 1,799,837		$ 1,799,837		$ 1,820,358
Building and tenant improvements	8,561,322		8,561,322		8,535,279
Lease intangibles	519,869		519,869		542,714
Real estate, gross	10,881,028		10,881,028		10,898,351
Accumulated depreciation and amortization	(3,078,542)		(3,078,542)		(2,996,759)
Total	7,802,486		7,802,486		7,901,592
Accumulated amortization	451,700		451,700		465,200
Intangible liabilities relating to below-market leases	337,500		337,500		349,700
Accumulated amortization on below-market leases	247,500		247,500		252,900
Below-market lease intangible amortization	2,700	$ 3,000	6,000	$ 5,900
Amortization of intangible assets	3,900	$ 4,800	8,400	$ 8,900
Below-market lease accretion (income), net of above-market lease amortization expense
2023 (remaining six months)	(5,025)		(5,025)
2024	(9,526)		(9,526)
2025	(8,293)		(8,293)
2026	(7,265)		(7,265)
2027	(6,170)		(6,170)
In-place lease amortization expense
2023 (remaining six months)	7,208		7,208
2024	11,899		11,899
2025	8,752		8,752
2026	6,294		6,294
2027	4,797		4,797
Leases, acquired-in-place
Real Estate Owned, Disclosure of Detailed Components [Abstract]
In-place lease value	470,600		470,600		492,000
Above market leases
Real Estate Owned, Disclosure of Detailed Components [Abstract]
Above market leases	$ 49,200		$ 49,200		$ 50,700

XML

Impairments (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($) ft²	Jun. 30, 2022 USD ($) ft²	Jun. 30, 2023 USD ($) ft²	Jun. 30, 2022 USD ($) ft²
Real Estate Properties [Line Items]
GLA | ft²	333,909	125,496	333,909	272,866
Impairment Charge | $	$ 16,736	$ 7	$ 17,836	$ 4,597
The Quentin Collection
Real Estate Properties [Line Items]
GLA | ft²	171,530		171,530
Impairment Charge | $	$ 11,705		$ 11,705
Broadway Faire - Theater Box
Real Estate Properties [Line Items]
GLA | ft²	39,983		39,983
Impairment Charge | $	$ 2,102		$ 2,102
Elk Grove Town Center
Real Estate Properties [Line Items]
GLA | ft²	61,609		61,609
Impairment Charge | $	$ 1,796		$ 1,796
Spring Mall
Real Estate Properties [Line Items]
GLA | ft²	45,920		45,920
Impairment Charge | $	$ 1,078		$ 1,078
The Manchester Collection
Real Estate Properties [Line Items]
GLA | ft²	14,867		14,867
Impairment Charge | $	$ 55		$ 1,155
Torrington Plaza
Real Estate Properties [Line Items]
GLA | ft²		125,496		125,496
Impairment Charge | $		$ 7		$ 3,509
New Garden Center
Real Estate Properties [Line Items]
GLA | ft²				147,370
Impairment Charge | $				$ 1,088

XML

Financial Instruments - Derivatives and Hedging (Narrative) (Details)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) agreement	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) derivative_instrument	May 01, 2023 USD ($)
Debt Instrument [Line Items]
Forward starting interest rate swap agreements | agreement			3
Maximum
Debt Instrument [Line Items]
Amount expected to be reclassified from accumulated other comprehensive income (loss) in the next twelve months	$ 11,300,000
Interest Rate Swap | Designated as Hedging Instrument
Debt Instrument [Line Items]
Notional amount	$ 500,000,000		$ 500,000,000		$ 300,000,000	$ 200,000,000
Forward interest rate	3.59%		3.59%
Number of instruments entered | derivative_instrument					0
Gain (loss) on derivative	$ 0	$ 0	$ 0	$ 0

XML

Financial Instruments - Derivatives and Hedging (Notional Amount) (Details) - Interest Rate Swap - Designated as Hedging Instrument $ in Thousands	Jun. 30, 2023 USD ($) derivative_instrument	May 01, 2023 USD ($)	Dec. 31, 2022 USD ($) derivative_instrument
Derivative [Line Items]
Number of Instruments | derivative_instrument	7		4
Notional amount | $	$ 500,000	$ 200,000	$ 300,000

XML

Financial Instruments - Derivatives and Hedging (Fair Value) (Details) - Interest Rate Swap - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Derivatives, Fair Value [Line Items]
Gross derivative assets	$ 11,697	$ 9,640
Gross derivative liabilities	0	0
Net derivative assets	$ 11,697	$ 9,640

XML

Financial Instruments - Derivatives and Hedging (Cash Flow Hedging Relationship) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Change in unrealized gain on interest rate swaps	$ 8,440	$ 2,727	$ 5,973	$ 12,161
Amortization (accretion) of interest rate swaps to interest expense	(2,395)	1,373	(3,916)	3,220
Change in unrealized gain on interest rate swaps, net	$ 6,045	$ 4,100	$ 2,057	$ 15,381

XML

Debt Obligations (Shedule of Debt) (Details) $ in Thousands		12 Months Ended
	Jun. 01, 2022 USD ($) derivative_instrument	Dec. 31, 2022 USD ($)	Jun. 30, 2023 USD ($)	May 01, 2023 USD ($) derivative_instrument	Apr. 25, 2023 USD ($)
Debt obligations under various arrangements with financial institutions
Long-term debt			$ 4,918,805
Net unamortized debt issuance costs			(28,060)
Total debt obligations		$ 5,035,501	4,913,212
Increase to interest expense		100
Term loan face amount					$ 199,600
Unsecured Debt
Debt obligations under various arrangements with financial institutions
Long-term debt		4,618,453	4,418,805
Net unamortized premium		23,787	22,467
Net unamortized debt issuance costs		(22,325)	(19,826)
Long-term debt		4,619,915	$ 4,421,446
Weighted average fixed interest rate			3.70%
Unsecured Debt | Minimum
Debt obligations under various arrangements with financial institutions
Stated percentage			2.25%
Unsecured Debt | Maximum
Debt obligations under various arrangements with financial institutions
Stated percentage			7.97%
Unsecured Debt | Unsecured Credit Facility
Debt obligations under various arrangements with financial institutions
Long-term debt		125,000	$ 0
Stated percentage			6.24%
Unsecured Debt | Unsecured Credit Facility | Brixmor Operating Partnership LP
Debt obligations under various arrangements with financial institutions
Term loan face amount			$ 1,250,000
Unsecured Debt | Term Loan | Unsecured $300 Million Term Loan
Debt obligations under various arrangements with financial institutions
Long-term debt		300,000	$ 500,000
Stated percentage			6.46%
Term loan face amount	$ 300,000
Effective percentage	2.59%
Unsecured Debt | Term Loan | Unsecured $300 Million Term Loan | Through July 26, 2024
Debt obligations under various arrangements with financial institutions
Stated spread rate	1.20%
Unsecured Debt | Term Loan | Unsecured $300 Million Term Loan | Interest Rate Swap
Debt obligations under various arrangements with financial institutions
Number of Instruments | derivative_instrument	4
Unsecured Debt | Term Loan | Unsecured $200M Term Loan | Interest Rate Swap
Debt obligations under various arrangements with financial institutions
Number of Instruments | derivative_instrument				3
Term loan face amount				$ 200,000
Effective percentage				3.59%
Unsecured Debt | Unsecured Credit Facility and Term Loan
Debt obligations under various arrangements with financial institutions
Net unamortized debt issuance costs		(9,414)	$ (8,234)
Long-term debt		$ 415,586	$ 491,766

XML

Debt Obligations (Narrative) (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Apr. 30, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Apr. 25, 2023	Dec. 31, 2022	Jun. 01, 2022
Debt Instrument [Line Items]
Term loan face amount						$ 199,600
Gain (loss) on extinguishment of debt, net		$ 4,350	$ (221)	$ 4,350	$ (221)
Long-term debt		4,918,805		4,918,805
2024 Notes
Debt Instrument [Line Items]
Long-term debt		300,400		300,400
Brixmor Operating Partnership LP
Debt Instrument [Line Items]
Gain (loss) on extinguishment of debt, net		4,350	$ (221)	4,350	$ (221)
Unsecured Debt
Debt Instrument [Line Items]
Long-term debt		$ 4,418,805		$ 4,418,805			$ 4,618,453
Unsecured Debt | 2024 Notes
Debt Instrument [Line Items]
Term loan face amount	$ 300,400
Stated percentage	3.65%
Payment for debt extinguishment cost	$ 199,600
Unsecured Credit Facility | Unsecured Debt
Debt Instrument [Line Items]
Stated percentage		6.24%		6.24%
Long-term debt		$ 0		$ 0			$ 125,000
Unsecured Credit Facility | Unsecured Debt | Brixmor Operating Partnership LP
Debt Instrument [Line Items]
Amount borrowed		125,000		125,000
Term loan face amount		$ 1,250,000		$ 1,250,000
Term Loan | Unsecured Debt | Term Loan Facility
Debt Instrument [Line Items]
Term loan face amount								$ 200,000

XML

Debt Obligations (Maturities) (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Interest payable	$ 46,400	$ 47,300
Future expected/scheduled maturities of outstanding debt and capital lease
2023 (remaining six months)	0
2024	300,352
2025	700,000
2026	607,542
2027	900,000
Thereafter	2,410,911
Total debt maturities	4,918,805
Net unamortized premium	22,467
Net unamortized debt issuance costs	(28,060)
Total debt obligations, net	$ 4,913,212	$ 5,035,501

XML

Fair Value Disclosures (Debt Obligations) (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Estimated fair value of the Company's debt obligations compared to their carrying amounts
Total debt obligations, net	$ 4,913,212	$ 5,035,501
Carrying Amount
Estimated fair value of the Company's debt obligations compared to their carrying amounts
Notes payable	4,421,446	4,619,915
Unsecured credit facility and term loan	491,766	415,586
Total debt obligations, net	4,913,212	5,035,501
Fair Value
Estimated fair value of the Company's debt obligations compared to their carrying amounts
Notes payable	3,967,511	4,148,681
Unsecured credit facility and term loan	500,000	425,056
Total debt obligations	$ 4,467,511	$ 4,573,737

XML

Fair Value Disclosures (Measurements) (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impairment of real estate assets	$ 16,736		$ 7	$ 17,836	$ 4,597
Marketable securities, unrealized gain		$ 800		(600)
The Manchester Collection
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Real estate investment, fair value	15,000			15,000
Fair Value, Measurements, Recurring | Marketable Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	21,106			21,106		$ 21,669
Fair Value, Measurements, Recurring | Interest rate derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	11,697			11,697		9,640
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Marketable Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	833			833		1,088
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Interest rate derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	0			0		0
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Marketable Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	20,273			20,273		20,581
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Interest rate derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	11,697			11,697		9,640
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Marketable Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	0			0		0
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Interest rate derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	0			0		$ 0
Fair Value, Measurements, Nonrecurring | Properties
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	14,987			14,987
Impairment of real estate assets			$ 11,705
Fair Value, Measurements, Nonrecurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Properties
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	0			0
Fair Value, Measurements, Nonrecurring | Significant Other Observable Inputs (Level 2) | Properties
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	0			0
Fair Value, Measurements, Nonrecurring | Significant Unobservable Inputs (Level 3) | Properties
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	$ 14,987			$ 14,987

XML

Revenue Recognition (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue from Contract with Customer [Abstract]
Performance obligation, description of timing			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.
Rental income based on percentage rents	$ 2.0	$ 2.4	$ 5.7	$ 5.9

XML

Leases (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Lessee, Lease, Description [Line Items]
Additional term of contract			100 years
Supplemental Statements of Operations Information
Operating lease costs	$ 1,407	$ 1,613	$ 2,818	$ 3,051
Variable lease costs	123	83	262	163
Total lease costs	1,530	$ 1,696	3,080	3,214
Operating cash outflows from operating leases			3,027	3,072
ROU assets obtained in exchange for operating lease liabilities			23	10,708
Supplemental Statements of Cash Flows Information
Operating cash outflows from operating leases			3,027	3,072
ROU assets obtained in exchange for operating lease liabilities			23	10,708
ROU asset reduction due to dispositions, held for sale, and lease modifications			(144)	$ 0
Operating Lease Liabilities
2023 (remaining six months)	3,016		3,016
2024	5,943		5,943
2025	5,642		5,642
2026	4,917		4,917
2027	2,701		2,701
2028	1,902		1,902
Thereafter	30,956		30,956
Total future minimum operating lease payments	55,077		55,077
Less: imputed interest	(17,445)		(17,445)
Operating lease liabilities	37,632		37,632		$ 39,923
ROU asset	$ 33,670		$ 33,670		$ 35,754
Weighted average remaining lease term	16 years 1 month 6 days		16 years 1 month 6 days		16 years
Weighted average discount rate	4.44%		4.44%		4.43%
Minimum
Lessee, Lease, Description [Line Items]
Term of contract	1 year		1 year
Maximum
Lessee, Lease, Description [Line Items]
Term of contract	50 years		50 years

XML

Equity and Capital (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Nov. 30, 2022
Schedule of Shareholders' Equity [Line Items]
At-the-market equity offering program, stock available for future issuance					$ 400.0
Available repurchase amount	$ 400.0				$ 400.0
Dividends, per common share (in dollars per share)	$ 0.260	$ 0.260	$ 0.240	$ 0.240	$ 0.52	$ 0.48
Accounts Payable and Accrued Liabilities
Schedule of Shareholders' Equity [Line Items]
Dividends payable	$ 81.2				$ 81.2		$ 81.6
Common Stock
Schedule of Shareholders' Equity [Line Items]
At-the-market equity offering program								$ 400.0
At-the-market equity offering program, shares issued (in shares)					1.9
At-the-market equity offering program, shares issued (in dollars per share)					$ 25.55
At-the-market equity offering program, shares issued					$ 48.1
Incurred commissions					$ 0.6
Common Stock | RSUs
Schedule of Shareholders' Equity [Line Items]
Stock repurchased during period (in shares)					0.5	0.4
Common Stock | Maximum
Schedule of Shareholders' Equity [Line Items]
Share repurchase program, authorized amount								$ 400.0

XML

Stock Based Compensation (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized	10,000,000		10,000,000
Grants in period			700,000		700,000
Equity based compensation, net	$ 5.0	$ 6.5	$ 9.5	$ 11.1
Amount capitalized	(0.4)	$ (0.5)	(0.7)	$ (0.8)
Compensation cost not yet recognized	$ 28.2		$ 28.2
Weighted average remaining contractual term			2 years 2 months 12 days
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Service period			1 year
Expected volatility rate			32.00%		27.00%
Risk free interest rate			3.79%		1.08%
Expected dividend rate			4.30%		3.80%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Service period			5 years
Expected volatility rate			52.00%		51.00%
Risk free interest rate			5.18%		1.39%
Expected dividend rate			4.80%		4.60%

XML

Stock Based Compensation (Assumptions) (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility rate	32.00%	27.00%
Risk free interest rate	3.79%	1.08%
Expected dividend rate	4.30%	3.80%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility rate	52.00%	51.00%
Risk free interest rate	5.18%	1.39%
Expected dividend rate	4.80%	4.60%

XML

Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Earnings Per Share, Basic [Abstract]
Net income	$ 56,408	$ 87,791	$ 168,654	$ 167,297
Non-forfeitable dividends on unvested restricted shares	(221)	(273)	(448)	(496)
Net income attributable to the Company’s common stockholders for basic earnings per share	$ 56,187	$ 87,518	$ 168,206	$ 166,801
Weighted average number shares outstanding – basic	300,961	299,992	300,899	299,246
Net income per share (usd per share)	$ 0.19	$ 0.29	$ 0.56	$ 0.56
Computation of Diluted Earnings Per Share:
Net income attributable to the Company’s common stockholders for diluted earnings per share	$ 56,187	$ 87,518	$ 168,206	$ 166,801
Equity awards (in shares)	1,324	1,102	1,335	1,114
Weighted average shares outstanding - diluted (in shares)	302,285	301,094	302,234	300,360
Net income per share (usd per share)	$ 0.19	$ 0.29	$ 0.56	$ 0.56

XML

Earnings per Unit (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Schedule of Earnings per Share [Line Items]
Net income	$ 56,408	$ 87,791	$ 168,654	$ 167,297
Non-forfeitable dividends on unvested restricted shares	(221)	(273)	(448)	(496)
Net income attributable to the Company’s common stockholders for basic earnings per share	$ 56,187	$ 87,518	$ 168,206	$ 166,801
Weighted average number shares outstanding – basic	300,961	299,992	300,899	299,246
Net income per share (usd per share)	$ 0.19	$ 0.29	$ 0.56	$ 0.56
Net income attributable to the Company’s common stockholders for diluted earnings per share	$ 56,187	$ 87,518	$ 168,206	$ 166,801
Equity awards (in shares)	1,324	1,102	1,335	1,114
Weighted average shares outstanding - diluted (in shares)	302,285	301,094	302,234	300,360
Net income per share (usd per share)	$ 0.19	$ 0.29	$ 0.56	$ 0.56
Brixmor Operating Partnership LP
Schedule of Earnings per Share [Line Items]
Net income	$ 56,408	$ 87,791	$ 168,654	$ 167,297
Non-forfeitable dividends on unvested restricted shares	(221)	(273)	(448)	(496)
Net income attributable to the Company’s common stockholders for basic earnings per share	$ 56,187	$ 87,518	$ 168,206	$ 166,801
Weighted average number shares outstanding – basic	300,961	299,992	300,899	299,246
Net income per share (usd per share)	$ 0.19	$ 0.29	$ 0.56	$ 0.56
Net income attributable to the Company’s common stockholders for diluted earnings per share	$ 56,187	$ 87,518	$ 168,206	$ 166,801
Equity awards (in shares)	1,324	1,102	1,335	1,114
Weighted average shares outstanding - diluted (in shares)	302,285	301,094	302,234	300,360
Net income per share (usd per share)	$ 0.19	$ 0.29	$ 0.56	$ 0.56

XML

Commitments and Contingencies (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Environmental Matters
Loss Contingencies [Line Items]
Litigation settlement	$ 0	$ 0	$ 0	$ 0

XML

Related-Party Transactions (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Related Party Transactions [Abstract]
Related party transactions	$ 0	$ 0	$ 0	$ 0