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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2024
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from_____ to_____
Commission File Number: 001-36160 (Brixmor Property Group Inc.)
Commission File Number: 333-256637-01 (Brixmor Operating Partnership LP)

Brixmor Property Group Inc.
Brixmor Operating Partnership LP
(Exact Name of Registrant as Specified in Its Charter)
Maryland(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareBRXNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Brixmor Property Group Inc. Yes 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 companyAccelerated filer Smaller reporting companyAccelerated filer
Emerging growth companyEmerging 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 April 1, 2024, Brixmor Property Group Inc. had 301,298,764 shares of common stock outstanding.



EXPLANATORY NOTE
This report combines the quarterly reports on Form 10-Q for the period ended March 31, 2024 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 March 31, 2024, 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 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
Brixmor Property Group Inc. (unaudited)
Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023
Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2024 and 2023
Condensed Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 2024 and 2023
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023
Brixmor Operating Partnership LP (unaudited)
Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023
Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2024 and 2023
Condensed Consolidated Statements of Changes in Capital for the Three Months Ended March 31, 2024 and 2023
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023
Brixmor Property Group Inc. and Brixmor Operating Partnership LP (unaudited)
Notes to Condensed Consolidated Financial Statements
2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
3.
Quantitative and Qualitative Disclosures about Market Risk
4.
Controls and Procedures
Part II - OTHER INFORMATION
1.
Legal Proceedings
1A.
Risk Factors
2.
Unregistered Sales of Equity Securities and Use of Proceeds
3.
Defaults Upon Senior Securities
4.
Mine Safety Disclosures
5.
Other Information
6.
Exhibits



ii



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 (the "Exchange Act"). 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, 2023 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)
March 31,
2024
December 31,
2023
Assets
Real estate
Land$1,779,318 $1,794,011 
Buildings and improvements9,208,904 9,201,876 
10,988,222 10,995,887 
Accumulated depreciation and amortization(3,251,649)(3,198,980)
Real estate, net7,736,573 7,796,907 
Cash and cash equivalents407,105 866 
Restricted cash11,306 18,038 
Marketable securities19,519 19,914 
Receivables, net248,041 278,775 
Deferred charges and prepaid expenses, net165,625 164,061 
Other assets56,045 54,155 
Total assets$8,644,214 $8,332,716 
Liabilities
Debt obligations, net$5,311,444 $4,933,525 
Accounts payable, accrued expenses and other liabilities473,796 548,890 
Total liabilities5,785,240 5,482,415 
Commitments and contingencies (Note 15)  
Equity
Common stock, $0.01 par value; authorized 3,000,000,000 shares; 310,425,756 and 309,723,386
   shares issued and 301,298,764 and 300,596,394 shares outstanding
3,013 3,006 
Additional paid-in capital3,301,402 3,310,590 
Accumulated other comprehensive income (loss)9,526 (2,700)
Distributions in excess of net income(454,967)(460,595)
Total equity2,858,974 2,850,301 
Total liabilities and equity$8,644,214 $8,332,716 
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 March 31,
20242023
Revenues
Rental income$319,489 $311,130 
Other revenues752 314 
Total revenues320,241 311,444 
Operating expenses
Operating costs37,157 35,895 
Real estate taxes41,408 44,688 
Depreciation and amortization91,218 87,741 
Impairment of real estate assets 1,100 
General and administrative28,491 29,172 
Total operating expenses198,274 198,596 
Other income (expense)
Dividends and interest3,877 15 
Interest expense(51,488)(48,680)
Gain on sale of real estate assets15,142 48,468 
Other(593)(405)
Total other expense(33,062)(602)
Net income$88,905 $112,246 
Net income per common share:
Basic$0.29 $0.37 
Diluted$0.29 $0.37 
Weighted average shares:
Basic302,021 300,821 
Diluted302,712 301,833 
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 March 31,
20242023
Net income$88,905 $112,246 
Other comprehensive income
Change in unrealized gain (loss) on interest rate swaps, net (Note 6)12,129 (3,988)
Change in unrealized gain on marketable securities97 257 
Total other comprehensive income (loss)12,226 (3,731)
Comprehensive income$101,131 $108,515 
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
NumberAmountAdditional Paid-in Capital
Accumulated
Other
Comprehensive
Income (Loss)
Distributions in Excess of Net IncomeTotal
Beginning balance, January 1, 2023299,916 $2,999 $3,299,496 $8,851 $(446,336)$2,865,010 
Common stock dividends ($0.2600 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 stock632 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, 2023300,548 $3,005 $3,292,779 $5,120 $(413,388)$2,887,516 
Beginning balance, January 1, 2024300,596 $3,006 $3,310,590 $(2,700)$(460,595)$2,850,301 
Common stock dividends ($0.2725 per common share)
— — — — (83,277)(83,277)
Equity based compensation expense— — 3,781 — — 3,781 
Other comprehensive income— — — 12,226 — 12,226 
Issuance of common stock703 7 (7)— —  
Repurchases of common shares in conjunction with equity award plans— — (12,962)— — (12,962)
Net income— — — — 88,905 88,905 
Ending balance, March 31, 2024301,299 $3,013 $3,301,402 $9,526 $(454,967)$2,858,974 
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)
Three Months Ended March 31,
20242023
Operating activities:
Net income$88,905 $112,246 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization91,218 87,741 
Accretion of debt premium and discount, net(728)(716)
Deferred financing cost amortization1,796 1,755 
Accretion of above- and below-market leases, net(2,408)(3,389)
Tenant inducement amortization and other731 804 
Impairment of real estate assets 1,100 
Gain on sale of real estate assets(15,142)(48,468)
Equity based compensation 3,359 4,191 
Changes in operating assets and liabilities:
Receivables, net28,639 15,578 
Deferred charges and prepaid expenses(9,020)(11,815)
Other assets(1,222)(215)
Accounts payable, accrued expenses and other liabilities(57,612)(23,758)
Net cash provided by operating activities128,516 135,054 
Investing activities:
Improvements to and investments in real estate assets(76,861)(72,376)
Proceeds from sales of real estate assets67,237 119,659 
Purchase of marketable securities(4,366)(6,162)
Proceeds from sale of marketable securities4,811 7,364 
Net cash provided by (used in) investing activities(9,179)48,485 
Financing activities:
Repayment of borrowings under unsecured revolving credit facility(98,500)(195,000)
Proceeds from borrowings under unsecured revolving credit facility80,000 117,000 
Proceeds from unsecured notes399,264  
Deferred financing and debt extinguishment costs(3,766)(60)
Distributions to common stockholders (83,866)(80,080)
Repurchases of common shares in conjunction with equity award plans(12,962)(11,229)
Net cash provided by (used in) financing activities280,170 (169,369)
Net change in cash, cash equivalents and restricted cash399,507 14,170 
Cash, cash equivalents and restricted cash at beginning of period18,904 21,259 
Cash, cash equivalents and restricted cash at end of period$418,411 $35,429 
Reconciliation to consolidated balance sheets:
Cash and cash equivalents$407,105 $3,430 
Restricted cash11,306 31,999 
Cash, cash equivalents and restricted cash at end of period$418,411 $35,429 
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amount capitalized of $920 and $949
$49,384 $50,250 
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)
March 31,
2024
December 31,
2023
Assets
Real estate
Land$1,779,318 $1,794,011 
Buildings and improvements9,208,904 9,201,876 
10,988,222 10,995,887 
Accumulated depreciation and amortization(3,251,649)(3,198,980)
Real estate, net7,736,573 7,796,907 
Cash and cash equivalents406,510 866 
Restricted cash11,306 18,038 
Marketable securities19,519 19,914 
Receivables, net248,041 278,775 
Deferred charges and prepaid expenses, net165,625 164,061 
Other assets56,045 54,155 
Total assets$8,643,619 $8,332,716 
Liabilities
Debt obligations, net$5,311,444 $4,933,525 
Accounts payable, accrued expenses and other liabilities473,796 548,911 
Total liabilities5,785,240 5,482,436 
Commitments and contingencies (Note 15)  
Capital
Partnership common units; 310,425,756 and 309,723,386 units issued and 301,298,764 and
   300,596,394 units outstanding
2,848,853 2,852,980 
Accumulated other comprehensive income (loss)9,526 (2,700)
Total capital2,858,379 2,850,280 
Total liabilities and capital$8,643,619 $8,332,716 
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 March 31,
20242023
Revenues
Rental income$319,489 $311,130 
Other revenues752 314 
Total revenues320,241 311,444 
Operating expenses
Operating costs37,157 35,895 
Real estate taxes41,408 44,688 
Depreciation and amortization91,218 87,741 
Impairment of real estate assets 1,100 
General and administrative28,491 29,172 
Total operating expenses198,274 198,596 
Other income (expense)
Dividends and interest3,877 15 
Interest expense(51,488)(48,680)
Gain on sale of real estate assets15,142 48,468 
Other(593)(405)
Total other expense(33,062)(602)
Net income$88,905 $112,246 
Net income per common unit:
Basic$0.29 $0.37 
Diluted$0.29 $0.37 
Weighted average units:
Basic302,021 300,821 
Diluted302,712 301,833 
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 March 31,
20242023
Net income$88,905 $112,246 
Other comprehensive income (loss)
Change in unrealized gain (loss) on interest rate swaps, net (Note 6)12,129 (3,988)
Change in unrealized gain on marketable securities97 257 
Total other comprehensive income (loss)12,226 (3,731)
Comprehensive income$101,131 $108,515 
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, 2023$2,855,232 $8,851 $2,864,083 
Distributions to partners(78,397)— (78,397)
Equity based compensation expense4,518 — 4,518 
Other comprehensive loss— (3,731)(3,731)
Repurchases of OP Units in conjunction with equity award plans(11,229)— (11,229)
Net income112,246 — 112,246 
Ending balance, March 31, 2023$2,882,370 $5,120 $2,887,490 
Beginning balance, January 1, 2024$2,852,980 $(2,700)$2,850,280 
Distributions to partners(83,851)— (83,851)
Equity based compensation expense3,781 — 3,781 
Other comprehensive income— 12,226 12,226 
Repurchases of OP Units in conjunction with equity award plans(12,962)— (12,962)
Net income88,905 — 88,905 
Ending balance, March 31, 2024$2,848,853 $9,526 $2,858,379 
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)
Three Months Ended March 31,
20242023
Operating activities:
Net income$88,905 $112,246 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization91,218 87,741 
Accretion of debt premium and discount, net(728)(716)
Deferred financing cost amortization1,796 1,755 
Accretion of above- and below-market leases, net(2,408)(3,389)
Tenant inducement amortization and other731 804 
Impairment of real estate assets 1,100 
Gain on sale of real estate assets(15,142)(48,468)
Equity based compensation 3,359 4,191 
Changes in operating assets and liabilities:
Receivables, net28,639 15,578 
Deferred charges and prepaid expenses(9,020)(11,815)
Other assets(1,222)(215)
Accounts payable, accrued expenses and other liabilities(57,612)(23,758)
Net cash provided by operating activities128,516 135,054 
Investing activities:
Improvements to and investments in real estate assets(76,861)(72,376)
Proceeds from sales of real estate assets67,237 119,659 
Purchase of marketable securities(4,366)(6,162)
Proceeds from sale of marketable securities4,811 7,364 
Net cash provided by (used in) investing activities(9,179)48,485 
Financing activities:
Repayment of borrowings under unsecured revolving credit facility(98,500)(195,000)
Proceeds from borrowings under unsecured revolving credit facility80,000 117,000 
Proceeds from unsecured notes399,264  
Deferred financing and debt extinguishment costs(3,766)(60)
Partner distributions and repurchases of OP Units(97,423)(90,382)
Net cash provided by (used in) financing activities279,575 (168,442)
Net change in cash, cash equivalents and restricted cash398,912 15,097 
Cash, cash equivalents and restricted cash at beginning of period18,904 20,332 
Cash, cash equivalents and restricted cash at end of period$417,816 $35,429 
Reconciliation to consolidated balance sheets:
Cash and cash equivalents$406,510 $3,430 
Restricted cash11,306 31,999 
Cash, cash equivalents and restricted cash at end of period$417,816 $35,429 
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amount capitalized of $920 and $949
$49,384 $50,250 
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 consolidated subsidiaries (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 March 31, 2024, the Company’s portfolio was comprised of 359 shopping centers (the "Portfolio") totaling approximately 64 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, 2023 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 12, 2024.

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 March 31, 2024 and December 31, 2023. Open tax years generally range from 2020 through 2023 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 three months ended March 31, 2024 and 2023, the Company did not acquire any assets.

3. Dispositions and Assets Held for Sale
During the three months ended March 31, 2024, the Company disposed of three shopping centers for aggregate net proceeds of $67.2 million, resulting in aggregate gain of $15.0 million. In addition, during the three months ended March 31, 2024, the Company resolved contingencies related to previously disposed assets for aggregate net proceeds of $0.1 million, resulting in aggregate gain of $0.1 million.

During the three months ended March 31, 2023, the Company disposed of six shopping centers and two partial shopping centers for aggregate net proceeds of $119.7 million, resulting in aggregate gain of $48.5 million.

As of March 31, 2024 and December 31, 2023, the Company had no properties held for sale.

There were no discontinued operations for the three months ended March 31, 2024 and 2023 as none of the dispositions represented a strategic shift in the Company’s business that would qualify as discontinued operations.

12


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

March 31, 2024December 31, 2023
Land$1,779,318 $1,794,011 
Buildings and improvements:
Buildings and tenant improvements8,708,807 8,696,881 
Lease intangibles(1)
500,097 504,995 
10,988,222 10,995,887 
Accumulated depreciation and amortization(2)
(3,251,649)(3,198,980)
Total$7,736,573 $7,796,907 
(1)As of March 31, 2024 and December 31, 2023, Lease intangibles consisted of $453.0 million and $456.8 million, respectively, of in-place leases and $47.1 million and $48.2 million, respectively, of above-market leases. These intangible assets are amortized over the term of each related lease.
(2)As of March 31, 2024 and December 31, 2023, Accumulated depreciation and amortization included $444.2 million and $445.5 million, respectively, of accumulated amortization related to Lease intangibles.

In addition, as of March 31, 2024 and December 31, 2023, the Company had intangible liabilities relating to below-market leases of $328.3 million and $329.8 million, respectively, and accumulated accretion of $248.4 million and $247.2 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 March 31, 2024 and 2023 was $2.4 million and $3.4 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 March 31, 2024 and 2023 was $3.3 million and $4.5 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
2024 (remaining nine months)$(6,817)$8,416 
2025(7,969)8,555 
2026(6,928)6,105 
2027(5,859)4,703 
2028(5,418)3,809 


















13


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 did not recognize any impairments during the three months ended March 31, 2024. The Company recognized the following impairments during the three months ended March 31, 2023:

Three Months Ended March 31, 2023
Property Name(1)
LocationGLAImpairment Charge
The Manchester Collection - CrossroadsManchester, CT172,474 $1,100 
172,474 $1,100 
(1)The Company recognized an impairment charge based upon offers from third-party buyers in connection with the Company’s capital recycling program.

The Company can provide no assurance that material impairment charges with respect to its Portfolio will not occur in future periods. See Note 3 for additional information regarding impairment charges taken in connection with the Company’s dispositions. See Note 8 for additional information regarding the fair value of 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 market 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 or future cash flows associated with forecasted fixed-rate debt issuances. During the three months ended March 31, 2024, the Company did not enter into any new interest rate swap agreements. The Company has elected to present its interest rate derivatives on its unaudited Consolidated Balance Sheets on a gross basis as interest rate swap assets and interest rate swap liabilities. The gross derivative assets are included in Other assets and the gross derivative liabilities are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets.















14


Detail on the terms and fair value of the Company’s interest rate derivatives designated as cash flow hedges outstanding as of March 31, 2024 is as follows:

Fair Value
Effective DateMaturity DateSwapped Variable RateFixed RateNotional AmountAssetsLiabilities
6/1/20227/26/2024
1 Month SOFR(1)
2.5875 %$50,000 $441 $ 
6/1/20227/26/2024
1 Month SOFR(1)
2.5960 %50,000 440  
6/1/20227/26/2024
1 Month SOFR(1)
2.5860 %100,000 883  
6/1/20227/26/2024
1 Month SOFR(1)
2.5850 %100,000 883  
5/1/20237/26/20271 Month SOFR3.5890 %100,000 1,650  
5/1/20237/26/20271 Month SOFR3.5950 %75,000 1,228  
5/1/20237/26/20271 Month SOFR3.5930 %25,000 409  
7/26/20247/26/20271 Month SOFR4.0767 %100,000  (226)
7/26/20247/26/20271 Month SOFR4.0770 %100,000  (227)
7/26/20247/26/20271 Month SOFR4.0767 %50,000  (116)
7/26/20247/26/20271 Month SOFR4.0770 %50,000  (116)
6/14/20246/14/2034Compound SOFR3.4400 %100,000 2,929  
6/14/20246/14/2034Compound SOFR3.4370 %25,000 739  
6/14/20246/14/2034Compound SOFR3.4400 %25,000 733  
$950,000 $10,335 $(685)

(1)Swapped variable rate includes a secured overnight financing rate ("SOFR") adjustment of 10 basis points.

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

Fair Value
Effective DateMaturity DateSwapped Variable RateFixed RateNotional AmountAssetsLiabilities
6/1/20227/26/2024
1 Month SOFR(1)
2.5875 %$50,000 $710 $ 
6/1/20227/26/2024
1 Month SOFR(1)
2.5960 %50,000 707  
6/1/20227/26/2024
1 Month SOFR(1)
2.5860 %100,000 1,421  
6/1/20227/26/2024
1 Month SOFR(1)
2.5850 %100,000 1,421  
5/1/20237/26/2027
1 Month SOFR(2)
3.5890 %100,000 59  
5/1/20237/26/2027
1 Month SOFR(2)
3.5950 %75,000 34  
5/1/20237/26/2027
1 Month SOFR(2)
3.5930 %25,000 12  
7/26/20247/26/2027
1 Month SOFR(3)
4.0767 %100,000  (2,073)
7/26/20247/26/2027
1 Month SOFR(3)
4.0770 %100,000  (2,077)
7/26/20247/26/2027
1 Month SOFR(3)
4.0767 %50,000  (1,038)
7/26/20247/26/2027
1 Month SOFR(3)
4.0770 %50,000  (1,039)
6/14/20246/14/2034
Compound SOFR(4)
3.4400 %100,000  (437)
6/14/20246/14/2034
Compound SOFR(4)
3.4370 %25,000  (104)
6/14/20246/14/2034
Compound SOFR(4)
3.4400 %25,000  (109)
$950,000 $4,364 $(6,877)

(1)Swapped variable rate includes a SOFR adjustment of 10 basis points.
(2)In April 2023, the Company entered into three interest rate swap agreements with an aggregate notional amount of $200.0 million. The interest rate swap agreements were designated as cash flow hedges that effectively fix the SOFR component of the interest rate on a portion of the outstanding debt under the Term Loan Facility (defined hereafter) at 3.59%.
(3)In November 2023, the Company entered into four forward-starting interest rate swap agreements with an aggregate notional amount of $300.0 million. The forward-starting interest rate swap agreements were designated as cash flow hedges that effectively fix the SOFR component of the interest rate on a portion of the outstanding debt under the Term Loan Facility (defined hereafter) at 4.08% beginning on the effective date.
(4)In December 2023, the Company entered into three forward-starting interest rate swap agreements with an aggregate notional amount of $150.0 million to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $150.0 million of long-term debt. The Company hedged its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending June 2026. The forward-starting interest rate swaps were designated as cash flow hedges.

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
15


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 months ended March 31, 2024 and 2023 is as follows:

Derivatives in Cash Flow Hedging Relationships
(Interest Rate Swaps)
Three Months Ended March 31,
20242023
Change in unrealized gain (loss) on interest rate swaps$15,204 $(2,467)
Amortization (accretion) of interest rate swaps to interest expense(3,075)(1,521)
Change in unrealized gain (loss) on interest rate swaps, net$12,129 $(3,988)

The Company estimates that $8.3 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 months ended March 31, 2024 and 2023.

Non-Designated (Mark-to-Market) Hedges of Interest Rate Risk
The Company does not use derivatives for trading or speculative purposes. As of March 31, 2024 and December 31, 2023, 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 be declared in default on its derivative contracts, it would be required to settle its obligations under such agreements at their termination value, including accrued interest.























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7. Debt Obligations
As of March 31, 2024 and December 31, 2023, the Company had the following indebtedness outstanding:

Carrying Value as of
March 31,
2024
December 31,
2023
Stated
Interest
Rate(1)
Scheduled
Maturity
Date
Notes payable
Unsecured notes(2)
$4,818,805 $4,418,805 
2.25% – 7.97%
2024 – 2034
Net unamortized premium19,511 20,974 
Net unamortized debt issuance costs(20,424)(17,680)
Total notes payable, net
$4,817,892 $4,422,099 
Unsecured Credit Facility
Revolving Facility(3)
$ $18,500 6.29%2026
Term Loan Facility(3)(4)(5)
500,000 500,000 6.38%2027
Net unamortized debt issuance costs
(6,448)(7,074)
Total Unsecured Credit Facility and term loans
$493,552 $511,426 
Total debt obligations, net
$5,311,444 $4,933,525 
(1)Stated interest rates as of March 31, 2024 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 3.85% as of March 31, 2024.
(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 year ended December 31, 2023, the Company concluded that it did not qualify for a reduction to the applicable credit spread during the year ended December 31, 2023 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 a SOFR adjustment of 10 basis points) through the maturity of the Term Loan Facility (defined hereafter) on July 26, 2027.

2024 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 $500.0 million term loan (the "Term Loan Facility"). During the three months ended March 31, 2024, the Operating Partnership repaid $18.5 million, net of borrowings, under its Revolving Facility, with proceeds from dispositions and the issuance of its 2034 Notes (defined hereafter).

On January 12, 2024, the Operating Partnership issued $400.0 million aggregate principal amount of 5.500% Senior Notes due 2034 (the "2034 Notes") at 99.816% of par. The Operating Partnership intends to use the net proceeds for general corporate purposes, including the repayment of indebtedness. The 2034 Notes bear interest at a rate of 5.500% per annum, payable semi-annually on February 15 and August 15 of each year, commencing August 15, 2024. The 2034 Notes will mature on February 15, 2034.

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 March 31, 2024.









17


Debt Maturities
As of March 31, 2024 and December 31, 2023, the Company had accrued interest of $48.2 million and $47.1 million outstanding, respectively. As of March 31, 2024, scheduled maturities of the Company’s outstanding debt obligations were as follows:

Year ending December 31,
2024 (remaining nine months)$300,352 
2025700,000 
2026607,542 
2027900,000 
2028357,708 
Thereafter2,453,203 
Total debt maturities5,318,805 
Net unamortized premium19,511 
Net unamortized debt issuance costs(26,872)
Total debt obligations, net$5,311,444 

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 its 3.650% Senior Notes due 2024 and the $700.0 million outstanding principal balance on its 3.850% Senior Notes due 2025. The Company has sufficient cash and cash equivalents and liquidity to satisfy these scheduled debt maturities.

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:
March 31, 2024December 31, 2023
Carrying
Amounts
Fair
Value
Carrying
Amounts
Fair
Value
Notes payable$4,817,892 $4,539,051 $4,422,099 $4,155,332 
Unsecured Credit Facility493,552 500,000 511,426 518,500 
Total debt obligations, net$5,311,444 $5,039,051 $4,933,525 $4,673,832 
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.

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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 March 31, 2024
BalanceQuoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
Assets:
Marketable securities(1)
$19,519 $715 $18,804 $ 
Interest rate derivatives$10,335 $ $10,335 $ 
Liabilities:
Interest rate derivatives$(685)$ $(685)$ 
Fair Value Measurements as of December 31, 2023
BalanceQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
Assets:
Marketable securities(1)
$19,914 $656 $19,258 $ 
Interest rate derivatives$4,364 $ $4,364 $ 
Liabilities:
Interest rate derivatives$(6,877)$ $(6,877)$ 
(1)As of March 31, 2024 and December 31, 2023, marketable securities included $0.1 million and $0.2 million of net unrealized losses, respectively. As of March 31, 2024, 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. During the three months ended March 31, 2024, no properties were remeasured to fair value as a result of impairment testing. The table includes information related to properties that were remeasured to fair value as a result of impairment testing during the year ended December 31, 2023, excluding the properties sold prior to December 31, 2023:

Fair Value Measurements as of December 31, 2023
BalanceQuoted 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 December 31, 2023.
(2)The carrying value of The Quentin Collection, which was remeasured to fair value based on an income approach valuation using the direct capitalization method during the year ended December 31, 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.


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9. Revenue Recognition
The Company engages in the ownership, management, leasing, acquisition, disposition, and redevelopment of retail shopping centers. Revenue is primarily generated through lease agreements and classified as Rental income on the Company’s unaudited Condensed Consolidated Statements of Operations. These agreements include retail shopping center unit leases; ground leases; ancillary leases or agreements, such as agreements with tenants for cellular towers, ATMs, and short-term or seasonal retail (e.g. Halloween or Christmas-related retail); and reciprocal easement agreements. The agreements range in term from less than one year to 25 or more years, with certain agreements containing renewal options. These renewal options range from as little as one month to five or more years. The Company’s retail shopping center leases generally require tenants to pay a portion of property operating expenses such as common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of the Company’s properties.

Additionally, certain leases may require variable lease payments associated with percentage rents, which are calculated based on underlying tenant sales. The Company recognized $4.3 million and $3.8 million of income based on percentage rents for the three months ended March 31, 2024 and 2023, respectively. These amounts are included in Rental income on the Company’s unaudited Condensed Consolidated Statements of Operations.

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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 March 31, 2024, 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 March 31,
Supplemental Statements of Operations Information20242023
Operating lease costs$282 $1,411 
Variable lease costs116 139 
Total lease costs$398 $1,550 
Three Months Ended March 31,
Supplemental Statements of Cash Flows Information20242023
Operating cash outflows from operating leases$1,513 $1,514 
ROU assets obtained in exchange for operating lease liabilities 23 
ROU asset reduction due to dispositions, held for sale, and lease modifications(6,581) 
Operating Lease LiabilitiesAs of
March 31, 2024
Future minimum operating lease payments:
2024 (remaining nine months)$1,680 
20254,204 
20263,314 
20272,120 
20282,052 
20291,975 
Thereafter29,044 
Total future minimum operating lease payments44,389 
Less: imputed interest(15,966)
Operating lease liabilities$28,423 
Supplemental Balance Sheets InformationAs of
March 31, 2024
As of December 31, 2023
Operating lease liabilities(1)(2)
$28,423 $36,105 
ROU assets(1)(3)
27,685 32,350 
(1)As of March 31, 2024 and December 31, 2023, the weighted average remaining lease term was 19.3 years and 16.0 years, respectively, and the weighted average discount rate was 4.39% and 4.48%, 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.

During the three months ended March 31, 2024, the Company executed a lease agreement for office space which is expected to commence in the second quarter of 2024. Total lease payments for the office space are $3.9 million and the lease expires in July 2027. As of March 31, 2024 there were no other material leases that have been executed but not yet commenced.

21


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. During the three months ended March 31, 2024 and 2023, the Company did not issue any shares of common stock under the ATM Program. As of March 31, 2024, $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. During the three months ended March 31, 2024 and 2023, the Company did not repurchase any shares of common stock. As of March 31, 2024, 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 three months ended March 31, 2024 and 2023, the Company withheld 0.6 million and 0.5 million shares of its common stock, respectively.

Dividends and Distributions
During the three months ended March 31, 2024 and 2023, the Company's board of directors declared common stock dividends and OP Unit distributions of $0.2725 per share/unit and $0.2600 per share/unit, respectively. As of March 31, 2024 and December 31, 2023, the Company had declared but unpaid common stock dividends and OP Unit distributions of $85.1 million and $85.7 million, respectively. These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets.

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.
















22


During the three months ended March 31, 2024 and the year ended December 31, 2023, 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 three months ended March 31, 2024 and the year ended December 31, 2023, 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:
AssumptionThree Months Ended March 31, 2024Year Ended,
December 31, 2023
Volatility
23.0% - 28.0%
32.0% - 52.0%
Weighted average risk-free interest rate
4.03% - 4.92%
3.79% - 5.18%
Weighted average common stock dividend yield
4.4% - 4.7%
4.3% - 4.8%

During the three months ended March 31, 2024 and 2023, the Company recognized $3.8 million and $4.5 million of equity compensation expense, respectively, of which $0.4 million and $0.3 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 March 31, 2024, the Company had $27.7 million of total unrecognized compensation expense related to unvested stock compensation, which is expected to be recognized over a weighted average period of approximately 2.4 years.
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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 months ended March 31, 2024 and 2023 (dollars in thousands, except per share data):
Three Months
Ended March 31,
20242023
Computation of Basic Earnings Per Share:
Net income$88,905 $112,246 
Non-forfeitable dividends on unvested restricted shares(187)(295)
Net income attributable to the Company’s common stockholders for basic earnings per share$88,718 $111,951 
Weighted average number shares outstanding – basic302,021 300,821 
Basic earnings per share attributable to the Company’s common stockholders:
Net income per share$0.29 $0.37 
Computation of Diluted Earnings Per Share:
Net income attributable to the Company’s common stockholders for diluted earnings per share$88,718 $111,951 
Weighted average shares outstanding – basic302,021 300,821 
Effect of dilutive securities:
Equity awards691 1,012 
Weighted average shares outstanding – diluted302,712 301,833 
Diluted earnings per share attributable to the Company’s common stockholders:
Net income per share$0.29 $0.37 

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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 months ended March 31, 2024 and 2023 (dollars in thousands, except per unit data):
Three Months Ended March 31,
20242023
Computation of Basic Earnings Per Unit:
Net income$88,905 $112,246 
Non-forfeitable dividends on unvested restricted units(187)(295)
Net income attributable to the Operating Partnership’s common units for basic earnings per unit$88,718 $111,951 
Weighted average number common units outstanding – basic302,021 300,821 
Basic earnings per unit attributable to the Operating Partnership’s common units:
Net income per unit$0.29 $0.37 
Computation of Diluted Earnings Per Unit:
Net income attributable to the Operating Partnership’s common units for diluted earnings per unit$88,718 $111,951 
Weighted average common units outstanding – basic302,021 300,821 
Effect of dilutive securities:
Equity awards691 1,012 
Weighted average common units outstanding – diluted302,712 301,833 
Diluted earnings per unit attributable to the Operating Partnership’s common units:
Net income per unit$0.29 $0.37 

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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 months ended March 31, 2024 and 2023, the Company did not incur any material governmental fines resulting from environmental matters.

16. Related-Party Transactions
As of March 31, 2024 and December 31, 2023, there were no material receivables from or payables to related parties. During the three months ended March 31, 2024 and 2023, 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 March 31, 2024 for recognition and/or disclosure purposes. Based on this evaluation, there were no subsequent events from March 31, 2024 through the date the financial statements were issued.
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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 March 31, 2024, our portfolio was comprised of 359 shopping centers (the "Portfolio") totaling approximately 64 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 March 31, 2024, 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, 2023, 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.

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 11 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.

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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 March 31, 2024, billed and leased occupancy were 90.6% and 95.1%, respectively, as compared to 90.0% and 94.0%, respectively, as of March 31, 2023.

The following table summarizes our executed leasing activity for the three months ended March 31, 2024 and 2023 (dollars in thousands, except for per square foot ("PSF") amounts):

For the Three Months Ended March 31, 2024
LeasesGLANew ABR PSFTenant Improvements and Allowances PSFThird Party Leasing Commissions PSF
Rent Spread(1)
New, renewal and option leases351 2,626,599 $16.83 $3.43 $1.73 14.1 %
New and renewal leases294 1,322,079 22.65 6.81 3.44 19.5 %
New leases117 709,164 21.37 10.73 6.31 39.7 %
Renewal leases177 612,915 24.13 2.28 0.12 12.9 %
Option leases57 1,304,520 10.93 — — 7.1 %
For the Three Months Ended March 31, 2023
LeasesGLANew ABR PSFTenant Improvements and Allowances PSFThird Party Leasing Commissions PSF
Rent Spread(1)
New, renewal and option leases392 2,453,972 $18.48 $5.28 $2.32 14.9 %
New and renewal leases331 1,438,406 22.24 9.01 3.95 19.2 %
New leases140 768,410 20.12 13.22 7.27 43.4 %
Renewal leases191 669,996 24.66 4.18 0.14 13.7 %
Option leases61 1,015,566 13.17 — — 8.8 %
(1)    Based on comparable leases only, which consist of new leases signed on units that were occupied within the prior 12 months and renewal or option leases signed with the same tenant in all or a portion of the same location or that include the expansion into space that was occupied within the prior 12 months.
Excludes leases executed for terms of less than one year.
ABR PSF includes the GLA of lessee-owned leasehold improvements.

Acquisition Activity
During the three months ended March 31, 2024, we did not acquire any assets.

During the three months ended March 31, 2023, we did not acquire any assets.

Disposition Activity
During the three months ended March 31, 2024, we disposed of three shopping centers for aggregate net proceeds of $67.2 million, resulting in aggregate gain of $15.0 million. In addition, during the three months
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ended March 31, 2024, we resolved contingencies related to previously disposed assets for aggregate net proceeds of $0.1 million, resulting in aggregate gain of $0.1 million.

During the three months ended March 31, 2023, we disposed of six shopping centers and two partial shopping centers for aggregate net proceeds of $119.7 million, resulting in aggregate gain of $48.5 million.

Results of Operations
The results of operations discussion is combined for BPG and the Operating Partnership because there are no material differences in the results of operations between the two reporting entities.

Comparison of the Three Months Ended March 31, 2024 to the Three Months Ended March 31, 2023
Revenues (in thousands)
Three Months Ended March 31,
20242023$ Change
Revenues
Rental income$319,489 $311,130 $8,359 
Other revenues752 314 438 
Total revenues$320,241 $311,444 $8,797 

Rental income
The increase in rental income for the three months ended March 31, 2024 of $8.4 million, as compared to the corresponding period in 2023, was due to a $12.7 million increase for assets owned for the full period, partially offset by a $4.3 million decrease due to net transaction activity. The increase for assets owned for the full period was due to (i) an $8.2 million increase in base rent; (ii) a $3.6 million increase in straight-line rental income, net; (iii) a $1.5 million increase in expense reimbursements; (iv) a $1.3 million increase in rental income associated with revenues deemed uncollectible; (v) a $0.5 million increase in percentage rents; (vi) a $0.4 million increase in ancillary and other rental income; partially offset by (vii) a $1.9 million decrease in lease termination fees; and (viii) a $0.9 million decrease in accretion of below-market leases, net of amortization of above-market leases and tenant inducements. The $8.2 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 14.1% during the three months ended March 31, 2024 and 15.3% during the year ended December 31, 2023, and an increase in weighted average billed occupancy.

Other revenues
The increase in Other revenues for the three months ended March 31, 2024 of $0.4 million as compared to the corresponding period in 2023, was primarily due to an increase in tax increment financing income.

Operating Expenses (in thousands)
Three Months Ended March 31,
20242023$ Change
Operating expenses
Operating costs$37,157 $35,895 $1,262 
Real estate taxes41,408 44,688 (3,280)
Depreciation and amortization91,218 87,741 3,477 
Impairment of real estate assets— 1,100 (1,100)
General and administrative28,491 29,172 (681)
Total operating expenses$198,274 $198,596 $(322)

Operating costs
The increase in operating costs for the three months ended March 31, 2024 of $1.3 million, as compared to the corresponding period in 2023, was due to a $2.1 million increase in operating costs for assets owned for the full period, primarily due to increases in repairs and maintenance and insurance, partially offset by a $0.8 million decrease due to net transaction activity.
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Real estate taxes
The decrease in real estate taxes for the three months ended March 31, 2024 of $3.3 million, as compared to the corresponding period in 2023, was due to a $2.5 million decrease in real estate taxes for assets owned for the full period, primarily due to an increase in favorable adjustments related to prior year assessments, an increase in real estate tax refunds, and a decrease in current year assessments, in addition to a $0.8 million decrease due to net transaction activity.
Impairment of real estate assets
During the three months ended March 31, 2024, impairment was not recognized on any operating properties. During the three months ended March 31, 2023, aggregate impairment of $1.1 million was recognized on one operating property. Impairments recognized were due to changes in anticipated hold periods primarily in connection with our capital recycling program.

Depreciation and amortization
The increase in depreciation and amortization for the three months ended March 31, 2024 of $3.5 million, as compared to the corresponding period in 2023, was due to a $4.8 million increase for assets owned for the full period associated with an increase in capital expenditures and accelerated depreciation and amortization related to tenant move-outs, partially offset by a $1.3 million decrease attributable to net transaction activity.

General and administrative
The decrease in general and administrative costs of $0.7 million for the three months ended March 31, 2024, as compared to the corresponding period in 2023, was primarily due to a decrease in office rent expenses, partially offset by an increase in net compensation costs.

During the three months ended March 31, 2024 and 2023, construction compensation costs of $4.9 million and $4.6 million, respectively, were capitalized to building and improvements and leasing legal costs of $1.0 million and $1.4 million, respectively, and leasing commission costs of $2.1 million and $2.2 million, respectively, were capitalized to deferred charges and prepaid expenses, net.

Other Income and Expenses (in thousands)
Three Months Ended March 31,
20242023$ Change
Other income (expense)
Dividends and interest$3,877 $15 $3,862 
Interest expense(51,488)(48,680)(2,808)
Gain on sale of real estate assets15,142 48,468 (33,326)
Other(593)(405)(188)
Total other expense$(33,062)$(602)$(32,460)

Dividends and interest
The increase in dividends and interest for the three months ended March 31, 2024 of $3.9 million, as compared to the corresponding period in 2023 was primarily due to an increase in interest income associated with higher cash and cash equivalent balances and a higher weighted average interest rate return.

Interest expense
The increase in interest expense for the three months ended March 31, 2024 of $2.8 million, as compared to the corresponding period in 2023, was primarily due to higher overall debt obligations, in addition to a higher weighted average interest rate.

Gain on sale of real estate assets
During the three months ended March 31, 2024, three shopping centers were disposed of resulting in aggregate gain of $15.0 million. In addition, during the three months ended March 31, 2024, we resolved contingencies related to previously disposed assets, resulting in aggregate gain of $0.1 million. During the three months ended March 31,
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2023, six shopping centers and two partial shopping centers were disposed of resulting in aggregate gain of $48.5 million.

Other
Other expense remained generally consistent for the three months ended March 31, 2024 as compared to the corresponding period in 2023.

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 hereafter);
issuance of long-term debt;
dispositions; and
issuance of equity securities.

Uses
debt repayments;
maintenance capital expenditures;
leasing capital expenditures;
dividend/distribution payments;
value-enhancing reinvestment capital expenditures;
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 as amended and restated April 28, 2022 (the "Unsecured Credit Facility") is comprised of a $1.25 billion revolving loan facility (the "Revolving Facility") and a $500.0 million term loan facility (the "Term Loan Facility"). As of March 31, 2024, we had $1.67 billion of available liquidity, including $1.25 billion available under our Revolving Facility and $418.4 million of cash and cash equivalents and restricted cash. We intend to continue to enhance our financial and operational flexibility through periodic extensions of the duration of our debt.

Material Cash Requirements
Our expected material cash requirements for the twelve months ended March 31, 2025 and thereafter are comprised of (i) contractually obligated expend