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What changed in Brixmor Property Group Inc.'s 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of Brixmor Property Group Inc.'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+196 added−330 removedSource: 10-K (2024-02-12) vs 10-K (2023-02-13)

Top changes in Brixmor Property Group Inc.'s 2023 10-K

196 paragraphs added · 330 removed · 93 edited across 5 sections

Item 1. Business

Business — how the company describes what it does

41 edited+12 added−15 removed10 unchanged
Biggest changeAlso, during 2022 we repaid $250.0 million of our senior unsecured notes due 2022 with available cash. As of December 31, 2022, we had $1.35 billion of available liquidity, including $1.12 billion under our Revolving Facility, $200.0 million under our delayed draw term loan, and $21.3 million of cash and cash equivalents and restricted cash.
Biggest changeAs of December 31, 2023, we had $1.25 billion of available liquidity, including $1.23 billion under our Revolving Facility 3 and $18.9 million of cash and cash equivalents and restricted cash. We have $300.4 million of debt maturities in 2024 and have $700.0 million of debt maturities in February 2025. Operating in a Socially Responsible Manner.
New leases signed on units that have been vacant for longer than 12 months, new leases signed on first generation space, and new leases that are ancillary in nature regardless of term are deemed non-comparable and excluded from New Rent Spreads.
New leases signed on units that have been vacant for longer than 12 months, new leases signed on first generation space, and new leases that are ancillary in nature regardless of term are deemed non-comparable and excluded from rent spreads.
We measure employee engagement through biennial employee surveys and utilize the results from such surveys to continually improve our organization, enhancing benefits and various other forms of support based on employee feedback.
We measure employee engagement through biennial employee engagement surveys and utilize the results from such surveys to continually improve our organization, enhancing benefits and various other forms of support based on employee feedback.
Information on our website is not incorporated by reference herin and is not a part of this Annual Report on Form 10-K Tenants Our national portfolio is thoughtfully merchandised with non-discretionary and value-oriented retailers, as well as consumer-oriented service providers, and is home to a broad mix of national and regional tenants and local entrepreneurs.
Information on our website is not incorporated by reference herein and is not a part of this Annual Report on Form 10-K. Tenants Our national portfolio is thoughtfully merchandised with non-discretionary and value-oriented retailers, as well as consumer-oriented service providers, and is home to a broad mix of national and regional tenants and local entrepreneurs.
Our high-quality national Portfolio is primarily located within established trade areas in the top 50 Core-Based Statistical Areas (“CBSAs”) in the U.S., and our shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers.
Our high-quality national Portfolio is primarily located within established trade areas in the top 50 Core-Based Statistical Areas ("CBSAs") in the U.S., and our shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers.
In the opinion of our management, no material part of our business is dependent upon a single tenant, the loss of which would have a material adverse effect on us, and no single tenant or shopping center accounted for 5% or more of our consolidated revenues during 2022.
In the opinion of our management, no material part of our business is dependent upon a single tenant, the loss of which would have a material adverse effect on us, and no single tenant or shopping center accounted for 5% or more of our consolidated revenues during 2023.
Renewals that include the expansion of an existing tenant into space that has been vacant for longer than 12 months and renewals that are ancillary in nature regardless of term are deemed non-comparable and excluded from Renewal Rent Spreads. (4) Based on number of shopping centers.
Renewals that include the expansion of an existing tenant into space that has been vacant for longer than 12 months and renewals that are ancillary in nature regardless of term are deemed non-comparable and excluded from rent spreads. (7) Based on number of shopping centers.
BPG’s common stock is publicly traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “BRX.” Management operates BPG and the Operating Partnership as one business.
BPG’s common stock is publicly traded on the New York Stock Exchange ("NYSE") under the ticker symbol “BRX.” Management operates BPG and the Operating Partnership as one business.
Ongoing strong new leasing productivity, with a key focus on merchandising and our enhanced underwriting processes, have also enabled us to consistently improve the credit of our tenancy and the vibrancy and relevancy of our Portfolio to retailers and consumers.
Ongoing strong new leasing productivity, with a key focus on thoughtful merchandising and our rigorous underwriting processes, have also enabled us to consistently improve the credit of our tenancy and the vibrancy and relevancy of our Portfolio to retailers and consumers.
Item 1. Business Brixmor Property Group Inc. and subsidiaries (collectively, “BPG”) is an internally-managed corporation that has elected to be taxed as a real estate investment trust (“REIT”). Brixmor Operating Partnership LP and subsidiaries (collectively, the “Operating Partnership”) is the entity through which BPG conducts substantially all of its operations and owns substantially all of its assets.
Item 1. Business Brixmor Property Group Inc. and subsidiaries (collectively, "BPG") is an internally-managed corporation that has elected to be taxed as a real estate investment trust ("REIT"). Brixmor Operating Partnership LP and subsidiaries (collectively, the "Operating Partnership") is the entity through which BPG conducts substantially all of its operations and owns substantially all of its assets.
In addition, we have identified a pipeline of future reinvestment projects aggregating approximately $1.0 billion of potential capital investment, which we expect to execute over the next several years at NOI yields that are generally consistent with those that we have recently realized. Prudently executing on acquisition and disposition activity.
In addition, we have identified a pipeline of future reinvestment projects aggregating approximately $900 million of potential capital investment, which we expect to execute over the next several years at NOI yields that are generally consistent with those that we have recently realized. Prudently executing on acquisition and disposition activity.
As of December 31, 2022, we had over 5,000 diverse tenants in our portfolio, including many vibrant new retailers added over the past several years, and approximately 72% of our properties were anchored by a grocer. See “
As of December 31, 2023, we had over 5,000 diverse tenants in our portfolio, including many vibrant new retailers added over the past several years, and approximately 75% of our properties were anchored by a grocer. See “
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.
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.
During 2022, we also renewed our $400 million share repurchase program and our $400 million at-the-market equity offering program (“ATM”), which together provide us with maximum flexibility to capitalize on a wide range of potential capital markets environments and support the long-term execution of our balanced business plan.
We also have a $400 million share repurchase program and a $400 million at-the-market equity offering program ("ATM"), which together provide us with maximum flexibility to capitalize on a wide range of potential capital markets environments and support the long-term execution of our balanced business plan.
Our engagement and connectivity initiatives have contributed to our 99% employee satisfaction score and 100% participation in annual performance reviews and talent development discussions. • Growth and Development : We encourage our employees to grow and develop their interests, skills, and passions by providing learning opportunities along with professional and personal training.
Our engagement and connectivity initiatives have contributed to our 99% employee satisfaction score and 100% participation in annual performance reviews and talent development discussions. • Growth and Development : We encourage our employees to grow and develop their interests, skills, and passions by providing a variety of professional and personal training opportunities.
As of December 31, 2022, our three largest tenants by annualized base rent (“ABR”) were The TJX Companies, Inc., The Kroger Co., and Burlington Stores, Inc.
As of December 31, 2023, our three largest tenants by annualized base rent ("ABR") were The TJX Companies, Inc., The Kroger Co., and Burlington Stores, Inc.
As of December 31, 2022, BPG beneficially owned, through its direct and indirect interest in BPG Sub and the General Partner, 100% of the outstanding partnership common units (the “OP Units”) in the Operating Partnership.
As of December 31, 2023, BPG beneficially owned, through its direct and indirect interest in BPG Sub and the General Partner, 100% of the outstanding partnership common units (the "OP Units") in the Operating Partnership.
The spread between our total leased occupancy and our total billed occupancy was 360 basis points and our total signed but not yet commenced lease population, which includes an additional 70 basis points of GLA related to space that will soon be vacated by existing tenants, represented 2.9 million square feet and $54.7 million of ABR, providing strong visibility on our future growth.
The spread between our total leased occupancy and our total billed occupancy was 410 basis points and our total signed but not yet commenced lease population, which includes an additional 60 basis points of GLA related to space that will soon be vacated by existing tenants, represented 3.0 million square feet and $64.0 million of ABR, providing strong visibility on our future growth.
We believe there is opportunity for further occupancy gains in our Portfolio, particularly for spaces less than 10,000 square feet, as such spaces will continue to benefit from our value-enhancing reinvestment initiatives. As of December 31, 2022, leased occupancy was a record 89.2% for spaces less 2 than 10,000 square feet, while our total leased occupancy was a record 93.8%.
We believe there is opportunity for further occupancy gains in our Portfolio, particularly for spaces less than 10,000 square feet, as such spaces will continue to benefit from our value-enhancing reinvestment initiatives. As of December 31, 2023, leased occupancy was a record 90.3% for spaces less than 10,000 square feet, while our total leased occupancy was a record 94.7%.
We have investment grade credit ratings from all three major credit rating agencies and during 2022, we received a credit rating upgrade from Fitch Ratings and a positive credit rating outlook from S&P Global Ratings.
We have investment grade credit ratings from all three major credit rating agencies and during 2023, we received a credit rating upgrade from S&P Global Ratings.
We foster employee growth by providing: comprehensive training programs geared towards specific job functions; innovative development programs, such as two-year intensive apprenticeship programs for entry level employees in leasing, property management, and construction; Predictive Index Behavioral Assessments to enhance self-awareness and effective collaboration; education assistance through reimbursements for tuition and professional licensure; and “Personal Development Accounts,” which provide time off and expense reimbursement for a personal or professional development activity chosen by the employee. • Health and Well-being : Our commitment to the health and well-being of our employees is a crucial component of our culture.
We foster employee growth by providing: comprehensive training programs; innovative development programs, such as two-year intensive apprenticeship programs for entry level employees in leasing, property management, and construction; mentorship programs for early career professionals; Predictive Index Behavioral Assessments to 4 enhance self-awareness and effective collaboration; educational assistance for tuition and professional licensure; and personal development accounts, which provide time off and expense reimbursement for a personal or professional development activity chosen by the employee. • Health and Well-being : Our commitment to the health and well-being of our employees is a crucial component of our culture.
During 2022, we executed 613 new leases representing approximately 3.3 million square feet and 1,614 total leases, including new leases, renewals, and options, representing approximately 10.6 million square feet. We believe that rents across our Portfolio are well below market, which provides us with a key competitive advantage in attracting and retaining tenants.
During 2023, we executed 577 new leases representing approximately 3.0 million square feet and 1,653 total leases, including new leases, renewals, and options, representing approximately 10.2 million square feet. We believe that rents across our Portfolio are below market, which provides us with a key competitive advantage in attracting and retaining tenants.
We own and operate one of the largest publicly-traded open-air retail portfolios by gross leasable area (“GLA”) in the United States (“U.S.”), comprised primarily of community and neighborhood shopping centers. As of December 31, 2022, our portfolio was comprised of 373 shopping centers (the “Portfolio”) totaling approximately 66 million square feet of GLA.
We own and operate one of the largest publicly-traded open-air retail portfolios by gross leasable area ("GLA") in the United States ("U.S."), comprised primarily of community and neighborhood shopping centers. As of December 31, 2023, our portfolio was comprised of 362 shopping centers (the "Portfolio") totaling approximately 64 million square feet of GLA.
Because the Operating Partnership is managed by BPG, and BPG conducts substantially all of its operations through the Operating Partnership, BPG’s executive officers are the Operating Partnership’s executive officers, and although, as a partnership, the Operating Partnership does not have a board of directors, we refer to BPG’s board of directors as the Operating Partnership’s board of directors. 1 Our Shopping Centers The following table provides summary information regarding our Portfolio as of December 31, 2022: Number of Shopping Centers 373 GLA (square feet) 66.0 million Percent Billed 90% Percent Leased 94% Annualized Base Rent ("ABR") Per Square Foot (“PSF”) (1) $16.19 New, Renewal and Option Volume (square feet) (2) 10.6 million New Lease Volume (square feet) (2) 3.3 million New, Renewal and Option Rent Spread (2)(3) 12.7% New Rent Spread (2)(3) 37.0% Percent Grocery-anchored Shopping Centers (4) 72% Percent of ABR in Top 50 U.S.
Because the Operating Partnership is managed by BPG, and BPG conducts substantially all of its operations through the Operating Partnership, BPG’s executive officers are the Operating Partnership’s executive officers, and although, as a partnership, the Operating Partnership does not have a board of directors, we refer to BPG’s board of directors as the Operating Partnership’s board of directors. 1 Our Shopping Centers The following table provides summary information regarding our Portfolio as of December 31, 2023: Number of Shopping Centers 362 GLA (square feet) (1) 64.5 million Percent Billed (2) 91% Percent Leased (3) 95% ABR Per Square Foot ("PSF") (4) $16.88 New Lease Volume (square feet) (5) 3.0 million New and Renewal Lease Volume (square feet) (5) 6.3 million New, Renewal and Option Lease Volume (square feet) (5) 10.2 million New Rent Spread (5)(6) 40.0% New and Renewal Rent Spread (5)(6) 19.3% New, Renewal and Option Rent Spread (5)(6) 15.3% Percent Grocery-Anchored Shopping Centers (7) 75% Percent of ABR in Top 50 U.S.
As of December 31, 2022, we had 48 projects in process with an expected weighted average incremental NOI yield of 9% and an aggregate anticipated cost of $342.9 million.
As of December 31, 2023, we had 45 projects in process with an expected weighted average incremental NOI yield of 9% and an aggregate anticipated cost of $429.2 million.
Our CR strategy is integrated throughout our organization and is focused on creating partnerships that improve the social, economic, and environmental well-being of all our stakeholders 3 including our communities, employees, tenants, suppliers and vendors, and investors.
We believe that prioritizing CR is critical to delivering consistent, sustainable growth. Our CR strategy is integrated throughout our organization and is focused on creating partnerships that improve the social, economic, and environmental well-being of all our stakeholders including our communities, employees, tenants, suppliers and vendors, and investors.
In addition, as we execute on our key strategies, we do so guided by our purpose-driven Corporate Responsibility (“CR”) strategy and our commitment to environmental, social, and governance (“ESG”) issues. Driving Internal Growth.
In addition, as we execute on our key strategies, we do so guided by our purpose-driven Corporate Responsibility ("CR") strategy. Driving Internal Growth.
During 2022, we stabilized 30 anchor space repositioning, outparcel development, and redevelopment projects, with a weighted average incremental net operating income (“NOI”) yield of 10% and an aggregate cost of $179.3 million.
During 2023, we stabilized 29 anchor space repositioning, outparcel development, and redevelopment projects, with a weighted average incremental net operating income ("NOI") yield of 9% and an aggregate cost of $156.7 million.
We believe our capital structure provides us with the financial flexibility and capacity to fund our current capital needs as well as future growth opportunities. We have access to multiple forms of capital, including secured property level debt, unsecured corporate level debt, preferred equity, and common equity, which will allow us to efficiently execute on our strategic and operational objectives.
We have access to multiple forms of capital, including secured property level debt, unsecured corporate level debt, preferred equity, and common equity, which will allow us to efficiently execute on our strategic and operational objectives.
Together, we strive to promote a culture that is supportive, collaborative, and inclusive, and that provides opportunities for both personal and professional growth. We empower our employees to think and act like owners in order to create value for all stakeholders. This approach enables us to attract and retain diverse and talented professionals while fostering collaborative, skilled, and motivated teams.
Our talented and dedicated employees are the foundation of our success. Together, we strive to promote a culture that is supportive, collaborative, and inclusive, and that provides opportunities for both personal and professional growth. We empower our employees to think and act like owners in order to create value for all stakeholders.
During 2022, we achieved rent spreads on new leases of 37.0% and blended rent spreads on new and renewal leases of 16.0% excluding options or 12.7% including options.
During 2023, we achieved rent spreads on new leases of 40.0% and blended rent spreads on new and renewal leases of 19.3% excluding options or 15.3% including options.
During 2022, we amended and restated our unsecured credit facility (the “Unsecured Credit Facility”), which is comprised of a $1.25 billion revolving credit facility (the “Revolving Facility”) and a $300 million term loan facility, in addition to a new $200 million delayed draw term loan (together, the “Term Loan Facility").
We have an unsecured credit facility, as amended and restated on April 28, 2022 (the "Unsecured Credit Facility"), which is comprised of the $1.25 billion Revolving Facility and a $300.0 million term loan, in addition to a $200.0 million delayed draw term loan, which was drawn on April 24, 2023 (together, the "Term Loan Facility").
ABR PSF is calculated as ABR divided by leased GLA, excluding the GLA of lessee-owned leasehold improvements. (2) During the year ended December 31, 2022. (3) Represents the percentage change in contractual ABR PSF in the first year of the new lease relative to contractual ABR PSF in the last year of the old lease.
(5) During the year ended December 31, 2023. (6) Represents the percentage change in contractual ABR PSF in the first year of the new lease relative to contractual ABR PSF in the last year of the old lease. For purposes of calculating rent spreads, ABR PSF includes the GLA of lessee-owned leasehold improvements.
CBSAs 71% (1) ABR represents contractual monthly base rent as of a specified date under leases that have been signed or commenced as of the specified date, multiplied by 12. For purposes of calculating ABR, all signed or commenced leases with an initial term of one year or greater are included.
(4) ABR represents contractual monthly base rent as of a specified date under leases that have been signed or commenced as of the specified date, multiplied by 12.
Our board of directors, through our Nominating and Corporate Governance Committee (“NCGC”) oversees our CR initiatives to ensure that our actions consistently demonstrate our strong commitment to operating in an environmentally and socially responsible manner. To facilitate their oversight, the NCGC and our board of directors are provided with quarterly updates on our initiatives by our senior leadership team.
Our strong commitment to CR directly aligns with our core values and our vision to be the center of the communities we serve. Our Board of Directors, through our Nominating and Corporate Governance Committee ("NCGC") oversees our CR initiatives to ensure that our actions demonstrate our strong commitment to operating in an environmentally and socially responsible manner.
We also provide free access to licensed counselors to support mental health and offer hybrid work schedules to maximize engagement, collaboration, and efficiency, while supporting a healthy work-life balance. • Diversity, Equity, and Inclusion (“DEI”): We believe our performance is enhanced by an inclusive environment that reflects the diversity of the communities we serve.
We provide a wide-range of employee benefits and encourage healthy lifestyles through initiatives such as annual wellness spending accounts; free access to online wellness applications; live wellness events; health-oriented employee competitions; free access to licensed counselors, financial advisors, legal specialists, and other professionals; and hybrid work schedules to maximize engagement, collaboration, and efficiency, while supporting a healthy work-life balance. • Inclusive Culture: We believe our performance is enhanced by an inclusive environment that reflects the diversity of the communities we serve.
Our strong commitment to ESG issues directly aligns with our core values and our vision to be the center of the communities we serve. Our ESG Steering Committee, which is comprised of executive and senior leadership from a variety of functional areas, meets quarterly to set, implement, monitor, and communicate our CR strategy and related initiatives.
To facilitate their oversight, the NCGC and our Board of Directors are provided with quarterly updates on our initiatives by our senior leadership team. Our internal steering committee, which is comprised of executive and senior leadership from a variety of functional areas, meets quarterly to set, implement, monitor, and communicate our CR strategy and related initiatives.
As part of this policy, we set a goal to achieve net zero carbon emissions by 2045 for areas under our operational control. As a signatory of the SBTI, aligned with the 1.5 degree Celsius pathway, we are committed to an interim reduction of greenhouse gas emissions by 50% by 2030 for areas under our operational control.
As a signatory of the Science Based Targets initiative ("SBTi"), aligned with the 1.5 degree Celsius pathway, we are also committed to reducing our Scope 1 and 2 emissions by 50% by 2030, as compared to a 2018 baseline, for areas under our operational control.
Looking forward, the weighted average expiring ABR PSF of anchor lease expirations through 2025, assuming no remaining renewal options are exercised, is $10.23 compared to a weighted average ABR PSF of $13.56 for new anchor leases signed during 2022.
Looking forward, the weighted average expiring ABR PSF of anchor lease expirations through 2026, assuming no remaining renewal options are exercised, is $10.55 compared to a weighted average ABR PSF of $15.26 for new anchor leases signed during 2023. 2 Our high-quality, nationally diversified portfolio of community and neighborhood shopping centers continues to benefit from robust, broad based leasing demand for physical locations, driving record leased occupancy in 2023.
CR objectives are included as part of our executive officers' goals and the achievement of such goals impacts the individual performance portion of their compensation. We provide best-in-class, comprehensive CR disclosures, prepared in accordance with the Global Reporting Initiative (“GRI”) Standards and in alignment with Sustainability Accounting Standards Board (“SASB”) and Task Force on Climate-related Financial Disclosures (“TCFD”) reporting frameworks.
CR objectives are included as part of our executive officers' goals and the achievement of such goals impacts the individual performance portion of their compensation.
We advocate for DEI in every part of our organization and strive to create equal opportunities for all current and future employees. We believe a culture based on DEI is critical to our ability to attract and retain talented employees and to deliver on our strategic goals and objectives.
We believe a culture based on inclusion is critical to our ability to attract and retain talented employees and to deliver on our strategic goals and objectives. For more information on our CR strategy, goals, performance, and achievements, please visit our CR page at https://www.brixmor.com/corporate-responsibility.
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For purposes of calculating rent spreads, ABR PSF includes the GLA of lessee-owned leasehold improvements.
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CBSAs 72% (1) GLA represents the total amount of leasable property square footage. (2) Billed GLA as a percentage of total GLA. Billed GLA represents the aggregate GLA of all commenced leases with an initial term of one year or greater, as of a specified date. (3) Leased GLA as a percentage of total GLA.
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Our high-quality, nationally diversified portfolio of community and neighborhood shopping centers continues to benefit from the desire of many thriving retail platforms to locate in physical formats that provide greater access and proximity to their customers, which has led to robust leasing demand and below-average tenant move-out activity, driving record leased occupancy in 2022.
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Leased GLA represents the aggregate GLA of all signed or commenced leases with an initial term of one year or greater, as of a specified date, excluding all signed leases on space that will be vacated by existing tenants in the near term.
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During 2022, we acquired $409.7 million of assets, including transaction costs and closing credits, and generated aggregate net proceeds of $277.0 million from property dispositions. Acquisitions were funded through a combination of net proceeds from property dispositions and available cash. Maintaining a Flexible Capital Structure Positioned for Growth.
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For purposes of calculating ABR, all signed or commenced leases with an initial term of one year or greater are included and all signed leases on space that will be vacated by existing tenants in the near term are excluded. ABR PSF is calculated as ABR divided by leased GLA, excluding the GLA of lessee-owned leasehold improvements.
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The Unsecured Credit Facility amendment extended the maturities of the Revolving Facility and Term Loan Facility to June 2026 and July 2027, respectively, while also improving pricing and adding a sustainability-linked pricing component related to our continued reductions of greenhouse gas emissions.
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During 2023, we acquired $2.3 million of assets, including transaction costs and closing credits, and generated aggregate net proceeds of $182.3 million from property dispositions. Proceeds from dispositions were used to repay $106.5 million, net of borrowings, under our $1.25 billion revolving credit facility (the "Revolving Facility"), and to fund value-enhancing reinvestment opportunities.
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We have no debt maturities in 2023 and have $500.0 million of debt maturities in June 2024. Operating in a Socially Responsible Manner. We believe that prioritizing corporate responsibility is critical to delivering consistent, sustainable growth.
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Acquisitions during 2023 were limited as we remained disciplined in navigating a dynamic capital markets environment. Maintaining a Flexible Capital Structure Positioned for Growth. We believe our capital structure provides us with the financial and operational flexibility and capacity to fund our current capital needs, as well as future growth opportunities.
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We are a GRESB participant and a signatory to the Science Based Targets initiative (“SBTI”). • Environmental Responsibility: In 2021, our ESG Steering Committee formalized the Company’s Climate Change Policy, which articulates our strategy for the assessment of and response to the risks posed by climate change and natural hazards to our properties, our tenants, and the communities we serve.
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The Revolving Facility and Term Loan Facility mature in June 2026 and July 2027, respectively.
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As of December 31, 2021, we have achieved a 38% reduction against this interim SBTI goal. • Human Capital: As of December 31, 2022, we had 502 employees, including 500 full-time employees. Our talented and committed employees are the foundation of our success.
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During 2023, we repurchased $199.6 million of our 3.650% Senior Notes due 2024 (the "2024 Notes") pursuant to a cash tender offer (the "Tender Offer"), with $300.4 million aggregate principal amount of the 2024 Notes remaining outstanding. We funded the Tender Offer with proceeds from our $200.0 million delayed draw term loan.
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We provide a wide-range of employee benefits including comprehensive medical, prescription, dental and vision insurance coverage (the majority of which is paid for by the Company); paid maternity, paternity, and adoption leave; matching 401(k) contributions; life insurance, disability benefits, and spousal death benefits; and a variety of time off benefits.
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We provide comprehensive CR disclosures, prepared in alignment with standards from the Sustainability Accounting Standards Board and the Task Force on Climate-related Financial Disclosures and with reference to the Global Reporting Initiative's Sustainability Reporting Standard, and we are a GRESB participant. • Environmental Responsibility: We recognize that climate change could have an impact on our Portfolio and the communities we serve.
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We also encourage healthy lifestyles through initiatives such as: an annual wellness spending account; free 4 access to online applications such as Noom (for developing healthy eating and lifestyle habits) and Headspace (for mindfulness and meditation); weekly live meditation breaks; health-oriented employee competitions; and "Wellness Wednesdays," which include live demonstrations related to a variety of healthy lifestyle topics.
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We released our Climate Change Policy in 2021, and committed to achieving net zero carbon emissions by 2045 for areas under our operational control.
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Every year, each employee participates in culture and ethics training and signs a pledge to commit to helping create and maintain an inclusive culture free from harassment based on race, sexual orientation, gender, and other protected classes.
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As of December 31, 2022, improvements in energy efficiency and the addition of renewable energy sources to our properties have resulted in an approximately 40% reduction against this interim SBTi goal.
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Our DEI Leadership Council, comprised of diverse senior leaders from a variety of functional areas, reports directly to our CEO and assists in maintaining best practices and behaviors to enhance inclusion and promote equity and diversity. In addition, our employee-led Employee Resource Group helps further the DEI Leadership Council's key initiatives by bringing employees together to connect and learn.
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In addition, we continue to make meaningful progress towards achieving our long-term sustainability goals related to energy efficiency projects such as LED lighting conversions and equipment upgrades, on-site renewable energy projects such as solar panel installations, and water conservation projects such as smart irrigation and xeriscaping. • Human Capital: As of December 31, 2023, we had 513 employees, including 510 full-time employees.
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We also regularly feature DEI themes in employee trainings and community events, such as our Big Brain Days. We strive to ensure diversity of job candidates through partnerships with DEI focused organizations such as ICSC Launch Academy and Sponsors For Educational Opportunity (SEO), which seek to provide summer internship opportunities for racially diverse undergraduate students.
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We believe this approach enables us to attract and retain diverse and talented professionals while fostering collaborative, skilled, and motivated teams.
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We also assess pay equity periodically as it relates to gender, race, and ethnicity based on a role/similar-role basis. On average, there is no pay gap with respect to gender or race/ethnicity across the Company.
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Additionally, in 2021, our CEO signed the CEO Action for Diversity & Inclusion TM pledge, which is the largest CEO-driven business commitment to advance DEI in the workplace.
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In 2022, we became a founding donor to Nareit's Dividends Through Diversity, Equity, & Inclusion Giving Campaign, which supports charitable and educational organizations and initiatives that will help create a more diverse, equitable, and inclusive REIT and publicly traded real estate industry. For more information on our CR strategy, goals, performance, and achievements, please visit our CR page at https://www.brixmor.com/why-brixmor/corporate-responsibility.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

2 edited+3 added−128 removed9 unchanged
Biggest changeProperties As of December 31, 2022, our Portfolio was comprised of 373 shopping centers totaling approximately 66 million square feet of GLA. Our high-quality national Portfolio is primarily located within established trade areas in the top 50 CBSAs in the U.S., and our shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers.
Biggest changeOur high-quality national Portfolio is primarily located within established trade areas in the top 50 CBSAs in the U.S., and our shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers. As of December 31, 2023, our three largest tenants by ABR were The TJX Companies, Inc., The Kroger Co., and Burlington Stores, Inc.
See “Risk Factors – Risks Related to Our Portfolio and Our Business – An uninsured loss on properties or a loss that exceeds the limits of our insurance policies could result in a loss of our investment or related revenue in those properties.” 19 Item 3 .
See “Risk Factors – Risks Related to Our Portfolio and Our Business – An uninsured property loss or a loss that exceeds the limits of our insurance policies could result in a loss of our investment or related revenue in those properties.” 20 Item 3 .
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Item 1A. Risk Factors Risks Related to Our Portfolio and Our Business Adverse economic, market, and real estate conditions may adversely affect our financial condition, operating results, and cash flows. Our Portfolio is predominantly comprised of community and neighborhood shopping centers. Our performance is, therefore, subject to risks associated with owning and operating these types of real estate assets.
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Item 1A. "Risk Factors" for further information relating to cybersecurity risks. 17 Item 2 . Properties As of December 31, 2023, our Portfolio was comprised of 362 shopping centers totaling approximately 64 million square feet of GLA.
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See “ Forward-Looking Statements ” included elsewhere in this Annual Report on Form 10-K for the factors that could affect our rental income and/or property operating expenses and therefore adversely affect our financial condition, operating results, and cash flows. Recent significant increases in inflation and interest rates could adversely affect us and our tenants.
Added
The following table summarizes our top 20 tenants, ranked by ABR, as of December 31, 2023 (dollars in thousands, except for PSF amounts): Retailer Owned Leases (1) Leased GLA (1) Percent of GLA (1) ABR (1) Percent of ABR (1) ABR PSF (1) The TJX Companies, Inc. 90 2,624,402 4.1 % $ 33,239 3.4 % $ 12.67 The Kroger Co. 44 2,994,662 4.6 % 22,712 2.3 % 7.58 Burlington Stores, Inc. 40 1,663,459 2.6 % 19,716 2.0 % 11.85 Dollar Tree Stores, Inc. 119 1,364,427 2.1 % 16,423 1.7 % 12.04 Publix Super Markets, Inc. 31 1,431,891 2.2 % 14,559 1.5 % 10.17 Ross Stores, Inc 43 1,110,510 1.7 % 13,946 1.4 % 12.56 L.A Fitness International, LLC 14 566,362 0.9 % 10,994 1.1 % 19.41 Five Below, Inc. 58 550,050 0.9 % 10,964 1.1 % 19.93 Amazon.com, Inc. / Whole Foods Market Services, Inc. 15 595,292 0.9 % 10,630 1.1 % 17.86 PetSmart, Inc. 28 607,653 0.9 % 10,381 1.1 % 17.08 Albertson's Companies, Inc 14 750,202 1.2 % 9,679 1.0 % 12.90 Ahold Delhaize 16 864,919 1.3 % 9,469 1.0 % 10.95 Ulta Beauty, Inc. 34 378,884 0.6 % 9,136 0.9 % 24.11 Kohl's Corporation 14 1,051,137 1.6 % 8,772 0.9 % 8.35 PETCO Animal Supplies, Inc. 35 480,017 0.7 % 8,544 0.9 % 17.80 Big Lots, Inc. 29 975,534 1.5 % 7,242 0.7 % 7.42 The Michaels Companies, Inc. 21 472,884 0.7 % 6,229 0.6 % 13.17 Best Buy Co., Inc. 11 413,875 0.6 % 5,261 0.5 % 12.71 Staples, Inc. 19 397,969 0.6 % 5,146 0.5 % 12.93 CVS Health 15 222,799 0.3 % 5,055 0.5 % 22.69 TOP 20 RETAILERS 690 19,516,928 30.0 % $ 238,097 24.2 % $ 12.20 (1) Includes only locations which are owned or guaranteed by the parent company.
Removed
Inflation has significantly increased over the last two years and may continue to be elevated or increase further. The efforts of the Federal Reserve to combat inflation have led to significant increases in interest rates. These increases have resulted in higher operating and incremental borrowing costs for us and our tenants.
Added
Excludes all franchise locations. 18 The following table summarizes the geographic diversity of our Portfolio by state, ranked by ABR, as of December 31, 2023 (dollars in thousands, expect for PSF amounts): State Number of Properties GLA Percent Billed Percent Leased ABR ABR PSF Percent of Number of Properties Percent of GLA Percent of ABR 1 Florida 49 8,439,815 91.5 % 96.5 % $ 136,003 $ 17.07 13.5 % 13.1 % 14.0 % 2 Texas 48 7,404,115 88.2 % 93.7 % 113,092 17.07 13.3 % 11.5 % 11.7 % 3 California 28 5,179,959 92.6 % 97.0 % 111,685 23.98 7.7 % 8.0 % 11.6 % 4 Pennsylvania 24 4,328,200 89.4 % 94.6 % 68,316 20.52 6.6 % 6.7 % 7.1 % 5 New York 26 3,398,142 91.5 % 95.9 % 68,082 21.22 7.2 % 5.3 % 7.1 % 6 Illinois 16 4,219,418 83.5 % 87.9 % 55,701 15.37 4.4 % 6.5 % 5.7 % 7 New Jersey 16 2,821,891 94.6 % 96.2 % 47,386 18.53 4.4 % 4.4 % 5.0 % 8 Georgia 26 3,627,261 93.1 % 94.7 % 46,873 14.16 7.2 % 5.6 % 4.8 % 9 North Carolina 13 3,056,642 94.2 % 95.2 % 40,110 14.55 3.6 % 4.7 % 4.1 % 10 Michigan 15 2,804,178 87.5 % 95.3 % 36,681 14.33 4.1 % 4.4 % 3.8 % 11 Ohio 13 2,893,261 90.9 % 93.6 % 35,990 15.42 3.6 % 4.5 % 3.7 % 12 Tennessee 7 1,790,636 94.5 % 97.3 % 23,518 13.82 1.9 % 2.8 % 2.4 % 13 Colorado 7 1,590,065 90.9 % 94.4 % 22,622 16.01 1.9 % 2.5 % 2.3 % 14 Massachusetts 10 1,504,804 91.9 % 97.7 % 21,363 16.33 2.8 % 2.3 % 2.2 % 15 Connecticut 9 1,464,045 88.7 % 94.5 % 20,655 15.17 2.5 % 2.3 % 2.1 % 16 Kentucky 7 1,676,048 94.5 % 98.4 % 19,643 13.17 1.9 % 2.6 % 2.0 % 17 South Carolina 8 1,453,568 85.4 % 87.7 % 18,419 14.72 2.2 % 2.3 % 1.9 % 18 Minnesota 9 1,269,831 86.0 % 87.0 % 16,347 16.18 2.5 % 2.0 % 1.7 % 19 Indiana 5 1,204,891 94.6 % 98.2 % 14,932 12.73 1.4 % 1.9 % 1.5 % 20 New Hampshire 5 672,051 89.2 % 97.4 % 9,813 15.63 1.4 % 1.0 % 1.0 % 21 Virginia 5 735,614 94.6 % 94.9 % 9,450 14.82 1.4 % 1.1 % 1.0 % 22 Wisconsin 3 520,340 92.5 % 97.6 % 6,379 12.56 0.8 % 0.8 % 0.7 % 23 Maryland 2 371,986 98.8 % 98.8 % 6,240 17.52 0.6 % 0.6 % 0.6 % 24 Missouri 4 495,523 90.4 % 91.5 % 4,620 10.26 1.0 % 0.8 % 0.5 % 25 Alabama 1 410,401 91.5 % 91.7 % 4,273 11.63 0.3 % 0.6 % 0.4 % 26 Kansas 2 376,599 94.0 % 95.6 % 3,728 13.34 0.6 % 0.6 % 0.4 % 27 Vermont 1 223,314 88.5 % 98.6 % 2,251 10.23 0.3 % 0.3 % 0.2 % 28 Arizona 1 165,350 79.3 % 100.0 % 2,194 13.27 0.3 % 0.3 % 0.2 % 29 Maine 1 287,533 97.9 % 100.0 % 2,056 17.26 0.3 % 0.4 % 0.2 % 30 West Virginia 1 75,344 44.8 % 44.8 % 527 15.61 0.3 % 0.1 % 0.1 % TOTAL 362 64,460,825 90.6 % 94.7 % $ 968,949 $ 16.88 100.0 % 100.0 % 100.0 % The following table summarizes certain information for our Portfolio by unit size, as of December 31, 2023 (dollars in thousands, expect for PSF amounts): Number of Units GLA Percent of GLA Percent Billed Percent Leased ABR Percent of ABR ABR PSF ≥ 35,000 SF 401 22,733,414 35.2 % 95.0 % 97.8 % $ 219,190 22.6 % $ 11.21 20,000 – 34,999 SF 491 12,812,019 19.9 % 90.7 % 95.3 % 147,803 15.3 % 12.22 10,000 – 19,999 SF 607 8,290,068 12.9 % 91.4 % 96.5 % 122,645 12.7 % 15.75 5,000 – 9,999 SF 1,108 7,661,299 11.9 % 85.9 % 91.8 % 143,111 14.8 % 21.19 6,056 12,964,025 20.1 % 85.0 % 89.4 % 336,200 34.6 % 30.00 TOTAL 8,663 64,460,825 100.0 % 90.6 % 94.7 % $ 968,949 100.0 % $ 16.88 TOTAL ≥ 10,000 SF 1,499 43,835,501 68.0 % 93.1 % 96.8 % $ 489,638 50.6 % $ 12.41 TOTAL 7,164 20,625,324 32.0 % 85.3 % 90.3 % 479,311 49.4 % 26.69 19 The following table summarizes lease expirations for leases in place within our Portfolio for each of the next 10 calendar years and thereafter, assuming no exercise of renewal options and including the GLA of lessee-owned leasehold improvements, as of December 31, 2023: Number of Leases Leased GLA % of Leased GLA % of In-Place ABR In-Place ABR PSF ABR PSF at Expiration M-M 214 611,355 1.0 % 1.0 % $ 16.40 $ 16.40 2024 955 5,671,690 9.3 % 7.7 % 13.23 13.23 2025 1,078 7,780,769 12.7 % 11.9 % 14.77 14.86 2026 1,025 7,020,573 11.5 % 11.7 % 16.12 16.47 2027 1,012 8,190,140 13.4 % 13.0 % 15.39 15.88 2028 968 6,853,350 11.2 % 12.0 % 16.94 17.63 2029 648 6,765,006 11.1 % 10.0 % 14.38 15.67 2030 352 3,154,343 5.2 % 5.2 % 15.98 17.58 2031 306 2,685,993 4.4 % 4.6 % 16.56 18.67 2032 342 2,694,748 4.4 % 5.0 % 17.88 20.10 2033 427 3,368,756 5.5 % 6.4 % 18.34 20.84 2034+ 541 6,253,437 10.3 % 11.5 % 17.83 21.05 More specific information with respect to each of our properties is set forth in Exhibit 99.1, which is incorporated herein by reference.
Removed
Although the terms of our leases, the duration of our indebtedness, and our relatively low exposure to floating rate debt have mitigated the direct impact of inflation and interest rate increases, the degree and pace of these changes have had and may continue to have impacts on our business, including as a result of a potential economic recession, which may lead to higher levels of unemployment and decreases in consumer confidence and/or discretionary spending.
Removed
Public health crises, such as the COVID-19 pandemic, could materially and adversely affect our financial condition, operating results, and cash flows. A future public health crisis, such as the one experienced during the COVID-19 pandemic, could have repercussions across domestic and global economies and financial markets.
Removed
Government responses to such crises, including quarantines, may force our tenants to temporarily close stores, reduce hours, or significantly limit service which may result in significant economic contractions and a dramatic increase in national unemployment. The direct and indirect impacts of these crises could adversely affect our financial condition, operating results, and cash flows.
Removed
We may be required to make rent or other concessions and/or incur significant capital expenditures to retain existing tenants or attract new tenants. There are numerous shopping venues, including regional malls, outlet malls, other shopping centers, and e-commerce, which compete with our Portfolio in attracting and retaining retailers.
Removed
As of December 31, 2022, leases are scheduled to expire in our Portfolio on a total of approximately 8.6% of leased GLA during 2023.
Removed
We may not be able to renew or promptly re-lease expiring space and even if we do renew or re-lease such space, future rental rates may be lower than current rates and other terms may not be as favorable. In addition, we may be required to incur significant capital expenditures in order to retain existing tenants or attract new tenants.
Removed
In these situations, our financial condition, operating results, and cash flows could be adversely impacted. Our active value-enhancing reinvestment program subjects us to risks that could adversely affect our financial condition, operating results, and cash flows.
Removed
In order to maintain the attractiveness of our Portfolio to retailers and consumers, we actively reinvest in our assets in the form of repositioning and redevelopments projects.
Removed
In addition to the risks associated with real estate investments in general, as described elsewhere, the risks associated with repositioning and redevelopment projects include: (1) delays or failures in obtaining necessary zoning, occupancy, land use, and other governmental permits; (2) abandonment of projects after expending resources to pursue such opportunities; (3) cost overruns; (4) construction delays; and (5) failure to achieve expected occupancy and/or rent levels within the projected time frame, if at all.
Removed
If we fail to reinvest in our Portfolio or maintain its attractiveness to retailers and consumers, if our capital improvements are not successful, or if retailers and consumers perceive that shopping at other venues (including e-commerce) is more convenient, cost-effective, or otherwise more compelling, our financial condition, operating results, and cash flows could be adversely impacted.
Removed
Significant retailer distress across our Portfolio could adversely affect our financial condition, operating results, and cash flows. Our income is substantially comprised of rental income from tenants in our Portfolio.
Removed
Our income would be adversely affected if a significant number of our tenants failed to make rental payments when due as a result of either operating challenges or disruptions in credit markets that adversely affect the ability of our tenants to obtain 8 financing on favorable terms or at all.
Removed
If our tenants are unable to meet their rental obligations, renew leases, or enter into new leases with us, our financial condition, operating results, and cash flows could be adversely impacted. In certain circumstances, a tenant may have a right to terminate their lease.
Removed
For example, a failure by an anchor tenant to occupy their leased premises could potentially trigger lease termination rights or reductions in rent due from certain other tenants in that shopping center. In the event of such lease terminations, we cannot be certain that we will be able to re-lease space on similar or economically advantageous terms.
Removed
The loss of rental income from a significant number of tenants and difficulty in replacing such tenants could adversely affect our financial condition, operating results, and cash flows. We may be unable to collect outstanding balances and/or future contractual rents due from tenants that file for bankruptcy protection.
Removed
When a tenant files for bankruptcy protection, we may not be able to collect amounts owed to us by that party prior to the bankruptcy filing.
Removed
In addition, after filing for bankruptcy protection, a tenant may terminate any or all of its leases with us, which would result in a general unsecured claim against such tenant that would likely be worth less than the full amount owed to us over the remainder of the lease term.
Removed
In these situations, we cannot be certain that we will be able to re-lease such space on similar or economically advantageous terms, which could adversely affect our financial condition, operating results, and cash flows. Our expenses may remain constant or increase, even if income from our Portfolio decreases.
Removed
Costs associated with our business, such as common area expenses, utilities, insurance, real estate taxes, and corporate expenses, are relatively inflexible and generally do not decrease due to vacancy, decreasing rental rates, rent collection issues, or other circumstances that may cause our revenues to decrease. In addition, inflation has and could continue to result in higher operating costs.
Removed
If we are unable to lower our operating costs when revenues decline and/or are unable to fully pass along cost increases to our tenants, our financial condition, operating results, and cash flows could be adversely impacted.
Removed
Our real estate investments are relatively illiquid and we may not be able to dispose of assets in a timely manner, on favorable terms, or at all.
Removed
Our ability to dispose of properties on advantageous terms depends on factors beyond our control, including competition from other sellers and the availability of attractive financing for potential buyers, and we cannot predict the various market conditions affecting real estate investments that will exist at any particular time in the future.
Removed
We may be required to expend funds to correct defects or to make capital improvements before a property can be sold and we cannot be certain that we will have the funds available to make such capital improvements; therefore, we may be unable to sell a property on favorable terms or at all.
Removed
In addition, the ability to sell assets in our Portfolio may also be restricted by certain covenants in our debt agreements, such as the credit agreement governing our Unsecured Credit Facility. As a result, we may be unable to realize our investment objectives through dispositions, which could adversely affect our financial condition, operating results, and cash flows.
Removed
Our real estate assets may be subject to impairment charges. We periodically assess whether there are any indicators, including property operating performance, changes in anticipated hold period, and general market conditions, that the carrying value of our real estate assets (including any related intangible assets or liabilities) may be impaired.
Removed
A property’s value is considered to be impaired only if the estimated aggregate future undiscounted and unleveraged property operating cash flows, taking into account the anticipated probability-weighted hold period, are less than the carrying value of the property. Impairment charges have an immediate direct impact on our earnings.
Removed
We have taken impairment charges on certain of our assets in the past and there can be no assurance that we will not take additional charges in the future. Any future impairment could have an adverse effect on our operating results in the period in which the charge is recognized.
Removed
We face competition in pursuing acquisition opportunities, which could increase the cost of such acquisitions and/or limit our ability to grow. To the extent that we are able to complete acquisitions, we may not be able to generate expected returns or successfully integrate such acquisitions into our existing operations.
Removed
We continue to evaluate the market for potential acquisitions and we may acquire properties when we believe strategic opportunities exist. Our ability to acquire properties on favorable terms and successfully integrate, operate, reposition, or redevelop such properties is subject to several risks.
Removed
We may be unable to acquire desired properties 9 because of competition from other real estate investors, including from other well-capitalized REITs and institutional investment funds. Even if we are able to acquire desired properties, competition from such investors may significantly increase the price we must pay.
Removed
In certain circumstances, we may abandon acquisition activities after expending significant resources to pursue such opportunities.
Removed
Once we acquire new properties, these properties may not yield expected returns for several reasons, including: (1) failure to achieve expected occupancy and/or rent levels within the projected time frame, if at all; (2) inability to successfully integrate new properties into existing operations; and (3) fluctuations in the general economy, including due to the time lag between signing definitive documentation to acquire a new property and the closing of the acquisition.
Removed
If any of these events occur, our financial condition, operating results, and cash flows could be adversely impacted. We utilize a significant amount of indebtedness in the operation of our business. Required debt service payments and other risks related to our debt financing could adversely affect our financial condition, operating results, and cash flows.
Removed
As of December 31, 2022, we had approximately $5.0 billion aggregate principal amount of indebtedness outstanding. Our indebtedness could have important consequences to us.
Removed
For example, it could (1) require us to dedicate a substantial portion of our cash flow to principal and interest payments, reducing the cash flow available to fund our business, pay dividends, including those necessary to maintain our REIT qualification, or use for other purposes; (2) increase our vulnerability to an economic downturn or various competitive pressures, as debt payments are not reduced if the economic performance of any property, or the Portfolio as a whole, deteriorates; and (3) limit our flexibility to respond to changing business and economic conditions.
Removed
In addition, non-compliance with the terms of our debt agreements could result in the acceleration of a significant amount of indebtedness and could materially impair our ability to borrow unused amounts under existing financing arrangements or to obtain additional financing on favorable terms or at all.
Removed
Any of these outcomes could adversely affect our financial condition, operating results, and cash flows. Our variable rate indebtedness subjects us to interest rate risk, and an increase in our debt service obligations may adversely affect our financial condition, operating results, and cash flows. During 2022, interest rates increased significantly and may further increase in the future.
Removed
As of December 31, 2022, $300.0 million of borrowings under our Term Loan Facility and $125.0 million of borrowings under our Revolving Facility bear interest at variable rates.
Removed
In addition, we had $1.1 billion of available liquidity under our Revolving Facility and a $200.0 million delayed draw available under the Term Loan Facility, both of which would bear interest at variable rates upon borrowing.
Removed
When interest rates increase, our debt service obligations on the variable rate indebtedness increase even though the amount borrowed remains the same, and our net income and cash flows correspondingly decrease.
Removed
In order to partially mitigate our exposure to interest rate risk, we have entered into interest rate swap agreements on $300.0 million of our variable rate debt, which involve the exchange of variable for fixed rate interest payments.
Removed
Taking into account our current interest rate swap agreements, a 100 basis point increase in interest rates would result in a $1.3 million increase in annual interest expense. We may be unable to obtain additional capital through the debt and equity markets on favorable terms or at all.
Removed
As a REIT, we must annually distribute at least 90% of our REIT taxable income to our stockholders. As a result, we depend on internally generated free cash flow, proceeds from asset sales, and capital raises in the debt and equity markets to fund our business.
Removed
Our access to external capital depends upon several factors, including general market conditions, our current and potential future earnings, the market’s perception of our growth potential, our liquidity and leverage ratios, and our cash distributions. Additionally, interest rates have increased significantly during 2022 and may increase in the future.
Removed
Increased interest rates negatively affect our ability to efficiently refinance our outstanding debt. Consequently, we cannot provide assurance that we will be able to access the debt and equity capital markets on favorable terms or at all.
Removed
Our inability to obtain debt or equity capital could result in the disruption of our ability to: (1) operate, maintain or reinvest in our Portfolio; (2) repay or refinance our indebtedness on or before maturity; (3) acquire new properties; or (4) dispose of some of our assets on favorable terms due to an immediate need for capital.
Removed
As a result, our financial condition, operating results, and cash flows be adversely impacted. Adverse changes in our credit rating could affect our borrowing ability and the terms of existing or new financing. Our creditworthiness is rated by nationally recognized credit rating agencies.
Removed
The credit ratings assigned are based on our operating performance, liquidity and leverage ratios, financial condition and prospects, and other factors 10 viewed by the credit rating agencies as relevant to our industry. Our credit rating can affect our ability to access debt capital, as well as the terms of certain existing and potential future debt financings.
Removed
Since we depend on debt financing to fund our business, an adverse change in our credit rating, including changes in our credit outlook, or even the initiation of a review of our credit rating that could result in an adverse change, could adversely affect our financial condition, operating results, and cash flows.
Removed
Covenants in our debt agreements could, under certain circumstances, result in an acceleration of our indebtedness. Our debt agreements contain various financial and operating covenants, including, among other things, certain coverage ratios and limitations on our ability to incur secured and unsecured debt.
Removed
A breach of any of these covenants, if not cured within any applicable cure period, could result in a default and acceleration of certain of our indebtedness.
Removed
If any of our indebtedness is accelerated prior to maturity, we may not be able to repay or refinance such indebtedness on favorable terms, or at all, which could adversely affect our financial condition, operating results, and cash flows.
Removed
An uninsured property loss or a loss that exceeds the limits of our insurance policies could result in a loss of our investment or revenue associated with those properties. We carry comprehensive liability, fire, extended coverage, business interruption, and acts of terrorism insurance with policy specifications and insured limits customarily carried for similar properties.
Removed
There are, however, certain types of losses, such as from hurricanes, tornadoes, floods, earthquakes, terrorism, or wars, where coverages are limited or deductibles may be higher.
Removed
In addition, tenants generally are required to indemnify and hold us harmless from liabilities resulting from injury to persons or damage to personal or real property on the premises due to activities conducted by tenants or their agents on the properties (including without limitation any environmental contamination), and to obtain liability and property damage insurance policies at the tenant’s expense, kept in full force during the term of the lease.
Removed
However, tenants may not properly maintain their insurance policies or have the ability to pay the deductibles associated with such policies.
Removed
Should a loss occur that is uninsured or in an amount exceeding the combined aggregate limits for the policies noted above, or in the event of an insured loss that is subject to a substantial deductible, we could lose all or part of the capital invested in, and anticipated revenue from, one or more properties, which could adversely affect our financial condition, operating results, and cash flows.
Removed
Environmental conditions that exist at some of the properties in our Portfolio could result in significant unexpected costs. We are subject to federal, state, and local environmental regulations that apply generally to the ownership of, and the operations conducted on, real property.
Removed
Under various federal, state, and local laws, ordinances, and regulations, we may be or become liable for the costs of removal or remediation of certain hazardous or toxic substances released on or in our properties or disposed of by us or our tenants, as well as certain other potential costs that could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property).
Removed
Such liability may be imposed whether or not we knew of, or were responsible for, the presence of these hazardous or toxic substances.
Removed
As is the case with many community and neighborhood shopping centers, many of our properties had or have on-site dry cleaners and/or on-site gas stations, the prior or current use of which could potentially increase our environmental liability exposure.
Removed
The costs of investigation and removal or remediation of such substances may be substantial, and the presence of such substances, or the failure to properly remediate such substances, may adversely affect our ability to lease such property, to borrow funds using such property as collateral, or to dispose of such property.
Removed
In addition, certain of our properties may contain asbestos-containing building materials (“ACBM”). Environmental laws require that ACBM be properly managed and maintained, and may impose fines and penalties on building owners or operators for failure to comply with these requirements.
Removed
The laws also may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos fibers.
Removed
Finally, we can provide no assurance that we are aware of all potential environmental liabilities or that the environmental studies performed by us have identified or will identify all material environmental conditions that may exist with respect to any of the properties in our Portfolio; that any previous owner, occupant, or tenant did not create any material environmental condition unknown to us; that our properties will not be affected by tenants or nearby properties or other unrelated third parties; or that changes in environmental laws and regulations will not result in additional environmental liabilities to us. 11 Further information relating to recognition of remediation obligations in accordance with GAAP is discussed under the heading “Environmental matters” in Note 15 – Commitments and Contingencies to our Consolidated Financial Statements in this report.
Removed
Compliance with the Americans with Disabilities Act, fire, safety, environmental, and other regulations may require us to make expenditures that could adversely affect our financial condition, operating results, and cash flows. All of the properties in our Portfolio are required to comply with the Americans with Disabilities Act (“ADA”).
Removed
The ADA has separate compliance requirements for “public accommodations” and “commercial facilities,” but generally requires that buildings be made accessible to people with disabilities. Compliance with the ADA requirements may necessitate the removal of access barriers and non-compliance could result in the imposition of fines by the U.S. government, awards of damages to private litigants, or both.
Removed
We are continually assessing our Portfolio to determine our compliance with the current requirements of the ADA.
Removed
We are required to comply with the ADA within the common areas of our Portfolio and we may not be able to pass on to our tenants the costs necessary to remediate any common area ADA issues, which could adversely affect our financial condition, operating results, and cash flows.
Removed
In addition, we are required to operate the properties in compliance with fire, safety, and environmental regulations, building codes, and other regulations, as they may be adopted by governmental bodies and become applicable to our Portfolio.
Removed
As a result, we may be required to make substantial capital expenditures to comply with, and we may be restricted in our ability to renovate or redevelop properties subject to, those requirements. Further, compliance with new or more stringent laws or regulations or stricter interpretations of existing laws may require us to make additional capital expenditures.
Removed
For example, various federal, state, and local laws and regulations have been implemented or are under consideration to mitigate the effects of climate change caused by greenhouse gas emissions. Among other things, “green” building codes may seek to reduce emissions through the imposition of standards for design, construction materials, water and energy usage and efficiency, and waste management.

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Item 2. Properties

Properties — owned and leased real estate

11 edited+84 added−1 removed8 unchanged
Biggest changeOur principal executive offices are located at 450 Lexington Avenue, New York, New York 10017, and our telephone number is (212) 869-3000. Our website address is https://www.brixmor.com. Information on our website is not incorporated by reference herein and is not a part of this Annual Report on Form 10-K.
Biggest changeCorporate Headquarters Brixmor Property Group Inc., a Maryland corporation, was incorporated in 2011. The Operating Partnership, a Delaware limited partnership, was formed in 2011. Our principal executive offices are located at 450 Lexington Avenue, New York, New York 10017, and our telephone number is (212) 869-3000. Our website address is https://www.brixmor.com.
In 6 addition, you may enroll to automatically receive e-mail alerts and other information about our company by visiting “Email Alerts” under the “Additional Info” section of the “Investors” portion of our website. Dividend Reinvestment & Direct Stock Purchase Plan Our registrar and stock transfer agent is Computershare Trust Company, N.A.
In addition, you may enroll to automatically receive e-mail alerts and other information about our company by visiting “Email Alerts” under the “Additional Info” section of the “Investors” portion of our website. Dividend Reinvestment & Direct Stock Purchase Plan Our registrar and stock transfer agent is Computershare Trust Company, N.A.
“Risk Factors” for further information regarding our risks related to government regulations. 5 Financial Information about Industry Segments Our principal business is the ownership and operation of open-air retail shopping centers. We do not distinguish our principal business or group our operations on a geographical basis for purposes of measuring performance.
“Risk Factors” for further information regarding our risks related to government regulations. Financial Information about Industry Segments Our principal business is the ownership and operation of open-air retail shopping centers. We do not distinguish our principal business or group our operations on a geographical basis for purposes of measuring performance.
REIT Qualification We have been organized and operated in conformity with the requirements for qualification and taxation as a REIT under U.S. federal income tax laws commencing with our taxable year ended December 31, 2011, have maintained such requirements through our taxable year ended December 31, 2022, and intend to satisfy such requirements for subsequent taxable years.
REIT Qualification We have been organized and operated in conformity with the requirements for qualification and taxation as a REIT under U.S. federal income tax laws commencing with our taxable year ended December 31, 2011, have maintained such requirements through our taxable year ended December 31, 2023, and intend to satisfy such requirements for subsequent taxable years.
As of December 31, 2022, we are not aware of any environmental conditions or material costs of complying with environmental or other government regulations that would have a material adverse effect on our overall business, financial condition, or results of operations.
As of December 31, 2023, we are not aware of any environmental conditions or material costs of complying with environmental or other government regulations that would have a material adverse effect on our overall business, financial condition, or results of operations.
We make available free of charge on our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after those reports are electronically filed with or furnished to the SEC.
We make available free of charge on our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after those reports are electronically filed with or furnished to the SEC.
Accordingly, we have a single reportable segment for disclosure purposes in accordance with U.S. generally accepted accounting principles (“GAAP”).
Accordingly, we have a single reportable segment for disclosure purposes in accordance with U.S. generally accepted accounting principles ("GAAP").
In order to comply with REIT requirements, we may need to forgo otherwise attractive opportunities or limit the manner in which we conduct our operations. See “Risks Related to our REIT Status and Certain Other Tax Items” in Item 1A. “Risk Factors” for further information.
In order to comply with REIT requirements, we may need to forgo otherwise attractive opportunities or limit the manner in which we conduct our operations. See “Risks Related to our REIT Status and Certain Other Tax Items” in Item 1A.
We offer a Dividend Reinvestment and Direct Stock Purchase Plan, providing shareholders and new investors with a simple and convenient method of investing in additional shares of common stock without payment of transaction or processing fees, service charges, or other expenses. Plan inquiries may be directed to (877) 373-6374, or (781) 575-2879 if located outside the U.S. and Canada. 7
We offer a Dividend Reinvestment and Direct Stock Purchase Plan, providing shareholders and new investors with a simple and convenient method of investing in additional shares of common stock without payment of transaction or processing fees, service charges, or other expenses.
Finnegan Executive Vice President, Chief Revenue Officer 2004 42 Mark T. Horgan Executive Vice President, Chief Investment Officer 2016 47 Steven F. Siegel Executive Vice President, General Counsel and Secretary 1991 62 Carolyn Carter Singh (2) Executive Vice President, Chief Talent Officer 2001 60 (1) Includes predecessors of Brixmor Property Group Inc.
Gallagher Senior Vice President, Chief Accounting Officer and Interim Chief Financial Officer ("CFO") and Treasurer 2017 42 Brian T. Finnegan Senior Executive Vice President, Chief Operating Officer 2004 43 Mark T. Horgan Executive Vice President, Chief Investment Officer 2016 48 Steven F. Siegel Executive Vice President, General Counsel and Secretary 1991 63 (1) Includes predecessors of Brixmor Property Group Inc.
Executive Officers As of December 31, 2022, each of our executive officers has been employed by us for more than five years and included the following: Name Position Year Joined (1) Age James Taylor President, Chief Executive Officer 2016 56 Angela Aman Executive Vice President, Chief Financial Officer and Treasurer 2016 43 Brian T.
“Risk Factors” for further information. 5 Executive Officers As of the date of filing this Form 10-K, our executive officers included the following: Name Position Year Joined (1) Age James M. Taylor Chief Executive Officer ("CEO") and President 2016 57 Steven T.
Removed
(2) Effective January 4, 2023, Shea Taylor, age 50, replaced Carolyn Carter Singh, upon her retirement, as Executive Vice President, Chief Talent Officer Corporate Headquarters Brixmor Property Group Inc., a Maryland corporation, was incorporated in 2011. The Operating Partnership, a Delaware limited partnership, was formed in 2011.
Added
Information on our website is not incorporated by reference herein and is not a part of this Annual Report on Form 10-K.
Added
Plan inquiries may be directed to (877) 373-6374, or (781) 575-2879 if located outside the U.S. and Canada. 6 Item 1A. Risk Factors Risks Related to Our Portfolio and Our Business Adverse economic, market, and real estate conditions may adversely affect our financial condition, operating results, and cash flows. Our Portfolio is predominantly comprised of community and neighborhood shopping centers.
Added
Our performance is, therefore, subject to risks associated with owning and operating these types of real estate assets. See “ Forward-Looking Statements ” included elsewhere in this Annual Report on Form 10-K for the factors that could affect our rental income and/or property operating expenses and therefore adversely affect our financial condition, operating results, and cash flows.
Added
Recent significant increases in inflation and interest rates could adversely affect us and our tenants. Inflation has significantly increased over the last three years and may continue to be elevated or increase further. The efforts of the Federal Reserve to combat inflation have led to significant increases in interest rates.
Added
These increases have resulted in higher operating and incremental borrowing costs for us and our tenants.
Added
Although the terms of our leases, the duration of our indebtedness, and our relatively low exposure to floating rate debt have mitigated the direct impact of inflation and interest rate increases, the degree and pace of these changes have had and may continue to have impacts on our business, including as a result of increased financing costs when we refinance our indebtedness, and a potential economic recession, which may lead to higher levels of unemployment and decreases in consumer confidence and/or discretionary spending.
Added
Public health crises could materially and adversely affect our financial condition, operating results, and cash flows. A future public health crisis could have repercussions across domestic and global economies and financial markets.
Added
Government responses to such crises, including quarantines, may force our tenants to temporarily close stores, reduce hours, or significantly limit service which may result in significant economic contractions and a dramatic increase in national unemployment. The direct and indirect impacts of these crises could adversely affect our financial condition, operating results, and cash flows.
Added
We may be required to make rent or other concessions and/or incur significant capital expenditures to retain existing tenants or attract new tenants. There are numerous shopping venues, including regional malls, outlet malls, other shopping centers, and e-commerce, which compete with our Portfolio in attracting and retaining retailers.
Added
As of December 31, 2023, leases are scheduled to expire in our Portfolio on a total of approximately 9.3% of leased GLA during 2024.
Added
We may not be able to renew or promptly re-lease expiring space and even if we do renew or re-lease such space, future rental rates may be lower than current rates and other terms may not be as favorable. In addition, we may be required to incur significant capital expenditures in order to retain existing tenants or attract new tenants.
Added
In these situations, our financial condition, operating results, and cash flows could be adversely impacted. Our active value-enhancing reinvestment program subjects us to risks that could adversely affect our financial condition, operating results, and cash flows.
Added
In order to maintain the attractiveness of our Portfolio to retailers and consumers, we actively reinvest in our assets in the form of repositioning and redevelopments projects.
Added
In addition to the risks associated with real estate investments in general, as described elsewhere, the risks associated with repositioning and redevelopment projects include: (1) delays or failures in obtaining necessary zoning, occupancy, land use, and other governmental permits; (2) abandonment of projects after expending resources to pursue such opportunities; (3) cost overruns; (4) construction delays; and (5) failure to achieve expected occupancy and/or rent levels within the projected time frame, if at all.
Added
If we fail to reinvest in our Portfolio or maintain its attractiveness to retailers and consumers, if our capital improvements are not successful, or if retailers and consumers perceive that shopping at other venues (including e-commerce) is more convenient, cost-effective, or otherwise more compelling, our financial condition, operating results, and cash flows could be adversely impacted.
Added
Significant retailer distress across our Portfolio could adversely affect our financial condition, operating results, and cash flows. Our income is substantially comprised of rental income from tenants in our Portfolio.
Added
Our income would be adversely affected if a significant number of our tenants failed to make rental payments when due as a result of 7 either operating challenges or disruptions in credit markets that adversely affect the ability of our tenants to obtain financing on favorable terms or at all.
Added
If our tenants are unable to meet their rental obligations, renew leases, or enter into new leases with us, our financial condition, operating results, and cash flows could be adversely impacted. In certain circumstances, a tenant may have a right to terminate their lease.
Added
For example, a failure by an anchor tenant to occupy their leased premises could potentially trigger lease termination rights or reductions in rent due from certain other tenants in that shopping center. In the event of such lease terminations, we cannot be certain that we will be able to re-lease space on similar or economically advantageous terms.
Added
The loss of rental income from a significant number of tenants and difficulty in replacing such tenants could adversely affect our financial condition, operating results, and cash flows. We may be unable to collect outstanding balances and/or future contractual rents due from tenants that file for bankruptcy protection.
Added
When a tenant files for bankruptcy protection, we may not be able to collect amounts owed to us by that party prior to the bankruptcy filing.
Added
In addition, after filing for bankruptcy protection, a tenant may terminate any or all of its leases with us, which would result in a general unsecured claim against such tenant that would likely be worth less than the full amount owed to us over the remainder of the lease term.
Added
In these situations, we cannot be certain that we will be able to re-lease such space on similar or economically advantageous terms, which could adversely affect our financial condition, operating results, and cash flows. Our expenses may remain constant or increase, even if income from our Portfolio decreases.
Added
Costs associated with our business, such as common area expenses, utilities, insurance, real estate taxes, and corporate expenses, are relatively inflexible and generally do not decrease due to vacancy, decreasing rental rates, rent collection issues, or other circumstances that may cause our revenues to decrease. In addition, inflation has and could continue to result in higher operating costs.
Added
If we are unable to lower our operating costs when revenues decline and/or are unable to fully pass along cost increases to our tenants, our financial condition, operating results, and cash flows could be adversely impacted.
Added
Our real estate investments are relatively illiquid and we may not be able to dispose of assets in a timely manner, on favorable terms, or at all.
Added
Our ability to dispose of properties on advantageous terms depends on factors beyond our control, including competition from other sellers and the availability of attractive financing for potential buyers, and we cannot predict the various market conditions affecting real estate investments that will exist at any particular time in the future.
Added
We may be required to expend funds to correct defects or to make capital improvements before a property can be sold and we cannot be certain that we will have the funds available to make such capital improvements; therefore, we may be unable to sell a property on favorable terms or at all.
Added
In addition, the ability to sell assets in our Portfolio may also be restricted by certain covenants in our debt agreements, such as the credit agreement governing our Unsecured Credit Facility. As a result, we may be unable to realize our investment objectives through dispositions, which could adversely affect our financial condition, operating results, and cash flows.
Added
Our real estate assets may be subject to impairment charges. We periodically assess whether there are any indicators, including property operating performance, changes in anticipated hold period, and general market conditions, that the carrying value of our real estate assets (including any related intangible assets or liabilities) may be impaired.
Added
A property’s value is considered to be impaired only if the estimated aggregate future undiscounted and unleveraged property operating cash flows, taking into account the anticipated probability-weighted hold period, are less than the carrying value of the property. Impairment charges have an immediate direct impact on our earnings.
Added
We have taken impairment charges on certain of our assets in the past and there can be no assurance that we will not take additional charges in the future. Any future impairment could have an adverse effect on our operating results in the period in which the charge is recognized.
Added
We face competition in pursuing acquisition opportunities, which could increase the cost of such acquisitions and/or limit our ability to grow. To the extent that we are able to complete acquisitions, we may not be able to generate expected returns or successfully integrate such acquisitions into our existing operations.
Added
We continue to evaluate the market for potential acquisitions and we may acquire properties when we believe strategic opportunities exist. Our ability to acquire properties on favorable terms and successfully integrate, operate, reposition, or redevelop such properties is subject to several risks.
Added
We may be unable to acquire desired properties 8 because of competition from other real estate investors, including from other well-capitalized REITs and institutional investment funds. Even if we are able to acquire desired properties, competition from such investors may significantly increase the price we must pay.
Added
In certain circumstances, we may abandon acquisition activities after expending significant resources to pursue such opportunities.
Added
Once we acquire new properties, these properties may not yield expected returns for several reasons, including: (1) failure to achieve expected occupancy and/or rent levels within the projected time frame, if at all; (2) inability to successfully integrate new properties into existing operations; and (3) fluctuations in the general economy, including due to the time lag between signing definitive documentation to acquire a new property and the closing of the acquisition.
Added
If any of these events occur, our financial condition, operating results, and cash flows could be adversely impacted. We utilize a significant amount of indebtedness in the operation of our business. Required debt service payments and other risks related to our debt financing could adversely affect our financial condition, operating results, and cash flows.
Added
As of December 31, 2023, we had approximately $4.9 billion aggregate principal amount of indebtedness outstanding. Our indebtedness could have important consequences to us.
Added
For example, it could (1) require us to dedicate a substantial portion of our cash flow to principal and interest payments, reducing the cash flow available to fund our business, pay dividends, including those necessary to maintain our REIT qualification, or use for other purposes; (2) increase our vulnerability to an economic downturn or various competitive pressures, as debt payments are not reduced if the economic performance of any property, or the Portfolio as a whole, deteriorates; and (3) limit our flexibility to respond to changing business and economic conditions.
Added
Since 2022, interest rates have been significantly higher than in recent years, and as a result we could face increased debt service costs when we refinance our indebtedness in the future.
Added
In addition, non-compliance with the terms of our debt agreements could result in the acceleration of a significant amount of indebtedness and could materially impair our ability to borrow unused amounts under existing financing arrangements or to obtain additional financing on favorable terms or at all.
Added
Any of these outcomes could adversely affect our financial condition, operating results, and cash flows. Our variable rate indebtedness subjects us to interest rate risk, and an increase in our debt service obligations may adversely affect our financial condition, operating results, and cash flows. Since 2022, interest rates have been significantly higher than in recent years.
Added
As of December 31, 2023, $500.0 million of borrowings under our Term Loan Facility and $18.5 million of borrowings under our Revolving Facility bear interest at variable rates. In addition, we had $1.23 billion of available liquidity under our Revolving Facility which would bear interest at variable rates upon borrowing.
Added
When interest rates increase, our debt service obligations on the variable rate indebtedness increase even though the amount borrowed remains the same, and our net income and cash flows correspondingly decrease.
Added
In order to partially mitigate our exposure to interest rate risk, we have entered into interest rate swap agreements on $500.0 million of our variable rate debt, which involve the exchange of variable for fixed rate interest payments.
Added
Taking into account our current interest rate swap agreements, a 100 basis point increase in interest rates would result in a $0.2 million increase in annual interest expense. We may be unable to obtain additional capital through the debt and equity markets on favorable terms or at all.
Added
As a REIT, we must annually distribute at least 90% of our REIT taxable income to our stockholders. As a result, we depend on internally generated free cash flow, proceeds from asset sales, and capital raises in the debt and equity markets to fund our business.
Added
Our access to external capital depends upon several factors, including general market conditions, our current and potential future earnings, the market’s perception of our growth potential, our liquidity and leverage ratios, and our cash distributions. Additionally, since 2022, interest rates have been significantly higher than in recent years.
Added
Increased interest rates negatively affect our ability to efficiently refinance our outstanding debt. Consequently, we cannot provide assurance that we will be able to access the debt and equity capital markets on favorable terms or at all.
Added
Our inability to obtain debt or equity capital could result in the disruption of our ability to: (1) operate, maintain or reinvest in our Portfolio; (2) repay or refinance our indebtedness on or before maturity; (3) acquire new properties; or (4) dispose of some of our assets on favorable terms due to an immediate need for capital.
Added
As a result, our financial condition, operating results, and cash flows be adversely impacted. Adverse changes in our credit rating could affect our borrowing ability and the terms of existing or new financing. Our creditworthiness is rated by nationally recognized credit rating agencies.
Added
The credit ratings assigned are based on our operating performance, liquidity and leverage ratios, financial condition and prospects, and other factors viewed by the credit rating agencies as relevant to our industry. Our credit rating can affect our ability to access debt 9 capital, as well as the terms of certain existing and potential future debt financings.
Added
Since we depend on debt financing to fund our business, an adverse change in our credit rating, including changes in our credit outlook, or even the initiation of a review of our credit rating that could result in an adverse change, could adversely affect our financial condition, operating results, and cash flows.
Added
Covenants in our debt agreements could, under certain circumstances, result in an acceleration of our indebtedness. Our debt agreements contain various financial and operating covenants, including, among other things, certain coverage ratios and limitations on our ability to incur secured and unsecured debt.
Added
A breach of any of these covenants, if not cured within any applicable cure period, could result in a default and acceleration of certain of our indebtedness.
Added
If any of our indebtedness is accelerated prior to maturity, we may not be able to repay or refinance such indebtedness on favorable terms, or at all, which could adversely affect our financial condition, operating results, and cash flows.
Added
An uninsured property loss or a loss that exceeds the limits of our insurance policies could result in a loss of our investment or revenue associated with those properties. We carry comprehensive liability, fire, extended coverage, business interruption, and acts of terrorism insurance with policy specifications and insured limits customarily carried for similar properties.
Added
There are, however, certain types of losses, such as from hurricanes, tornadoes, floods, earthquakes, terrorism, or wars, where coverages are limited or deductibles may be higher.
Added
In addition, tenants generally are required to indemnify and hold us harmless from liabilities resulting from injury to persons or damage to personal or real property on the premises due to activities conducted by tenants or their agents on the properties (including without limitation any environmental contamination), and to obtain liability and property damage insurance policies at the tenant’s expense, kept in full force during the term of the lease.
Added
However, tenants may not properly maintain their insurance policies or have the ability to pay the deductibles associated with such policies.
Added
Should a loss occur that is uninsured or in an amount exceeding the combined aggregate limits for the policies noted above, or in the event of an insured loss that is subject to a substantial deductible, we could lose all or part of the capital invested in, and anticipated revenue from, one or more properties, which could adversely affect our financial condition, operating results, and cash flows.
Added
Environmental conditions that exist at some of the properties in our Portfolio could result in significant unexpected costs. We are subject to federal, state, and local environmental regulations that apply generally to the ownership of, and the operations conducted on, real property.
Added
Under various federal, state, and local laws, ordinances, and regulations, we may be or become liable for the costs of removal or remediation of certain hazardous or toxic substances released on or in our properties or disposed of by us or our tenants, as well as certain other potential costs that could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property).
Added
Such liability may be imposed whether or not we knew of, or were responsible for, the presence of these hazardous or toxic substances.
Added
As is the case with many community and neighborhood shopping centers, many of our properties had or have on-site dry cleaners and/or on-site gas stations, the prior or current use of which could potentially increase our environmental liability exposure.
Added
The costs of investigation and removal or remediation of such substances may be substantial, and the presence of such substances, or the failure to properly remediate such substances, may adversely affect our ability to lease such property, to borrow funds using such property as collateral, or to dispose of such property.
Added
In addition, certain of our properties may contain asbestos-containing building materials ("ACBM"). Environmental laws require that ACBM be properly managed and maintained, and may impose fines and penalties on building owners or operators for failure to comply with these requirements.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

7 edited+0 added−0 removed8 unchanged
Biggest changeFor the taxable year ended December 31, 2021, 91.8% of the Company’s distributions to stockholders constituted taxable ordinary income and 8.2% constituted a return of capital. 21 BPG’s Total Stockholder Return Performance The following performance chart compares, for the period from December 31, 2017 through December 31, 2022, the cumulative total return of BPG’s common stock with the cumulative total return of the S&P 500 Index and the FTSE Nareit Equity Shopping Centers Index.
Biggest changeFor the taxable year ended December 31, 2022, 100.0% of the Company’s distributions to stockholders constituted taxable ordinary income. 22 BPG’s Total Stockholder Return Performance The following performance chart compares, for the period from December 31, 2018 through December 31, 2023, the cumulative total return of BPG’s common stock with the cumulative total return of the S&P 500 Index and the FTSE Nareit Equity Shopping Centers Index.
To the extent that distributions are both in excess of taxable earnings and profits and in excess of the stockholder’s adjusted tax basis in its common shares, the distributions will be treated as capital gains from the sale of common shares. For the taxable year ended December 31, 2022, 100.0% of the Company’s distributions to stockholders constituted taxable ordinary income.
To the extent that distributions are both in excess of taxable earnings and profits and in excess of the stockholder’s adjusted tax basis in its common shares, the distributions will be treated as capital gains from the sale of common shares. For the taxable year ended December 31, 2023, 100.0% of the Company’s distributions to stockholders constituted taxable ordinary income.
BPG has elected to qualify as a REIT in accordance with the Internal Revenue Code of 1986, as amended (the “Code”).
BPG has elected to qualify as a REIT in accordance with the Internal Revenue Code of 1986, as amended (the "Code").
All stockholder return performance assumes the reinvestment of dividends. The information in this paragraph and the following performance chart are deemed to be furnished, not filed. Sales of Unregistered Equity Securities There were no sales of unregistered equity securities during the year ended December 31, 2022.
All stockholder return performance assumes the reinvestment of dividends. The information in this paragraph and the following performance chart are deemed to be furnished, not filed. Sales of Unregistered Equity Securities There were no sales of unregistered equity securities during the year ended December 31, 2023.
The Repurchase Program replaced our prior share repurchase program, which was scheduled to expire on January 9, 2023. During the three months and year ended December 31, 2022, we did not repurchase any shares of common stock. As of December 31, 2022, the Repurchase Program had $400.0 million of available repurchase capacity. Item 6 . [Reserved] 22
The Repurchase Program replaced our prior share repurchase program, which was scheduled to expire on January 9, 2023. During the three months and year ended December 31, 2023, we did not repurchase any shares of common stock. As of December 31, 2023, the Repurchase Program had $400.0 million of available repurchase capacity. Item 6 . [Reserved] 23
Item 4. Mine Safety Disclosures Not applicable. 20 PART II Item 5 . Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities BPG’s common stock trades on the New York Stock Exchange under the trading symbol “BRX.” As of February 1, 2023, the number of holders of record of BPG’s common stock was 626.
Item 4. Mine Safety Disclosures Not applicable. 21 PART II Item 5 . Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities BPG’s common stock trades on the New York Stock Exchange under the trading symbol “BRX.” As of February 1, 2024, the number of holders of record of BPG’s common stock was 624.
Issuer Purchases of Equity Securities On November 1, 2022, we established a new share repurchase program (the “Repurchase Program”) for up to $400.0 million of our common stock. The Repurchase Program is scheduled to expire on November 1, 2025, unless suspended or extended by our board of directors.
Issuer Purchases of Equity Securities In November 2022, we renewed our share repurchase program (the "Repurchase Program") for up to $400.0 million of our common stock. The Repurchase Program is scheduled to expire on November 1, 2025, unless suspended or extended by our board of directors.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

32 edited+4 added−93 removed14 unchanged
Biggest changeThe following table summarizes our executed leasing activity for the years ended December 31, 2022 and 2021 (dollars in thousands, except for per square foot (“PSF”) amounts): For the Year Ended December 31, 2022 Leases GLA New ABR PSF Tenant Improvements and Allowances PSF Third Party Leasing Commissions PSF Rent Spread (1) New, renewal and option leases 1,614 10,572,727 $ 16.47 $ 4.71 $ 2.05 12.7 % New and renewal leases 1,403 7,095,235 18.31 7.02 3.06 16.0 % New leases 613 3,256,527 19.08 13.05 6.57 37.0 % Renewal leases 790 3,838,708 17.66 1.91 0.08 11.1 % Option leases 211 3,477,492 12.72 — — 6.7 % For the Year Ended December 31, 2021 Leases GLA New ABR PSF Tenant Improvements and Allowances PSF Third Party Leasing Commissions PSF Rent Spread (1) New, renewal and option leases 1,641 10,041,399 $ 16.05 $ 4.08 $ 1.84 10.1 % New and renewal leases 1,478 6,817,114 18.42 6.01 2.71 11.4 % New leases 639 3,055,371 18.66 12.14 5.92 27.6 % Renewal leases 839 3,761,743 18.22 1.03 0.10 6.3 % Option leases 163 3,224,285 11.04 — — 7.1 % (1) Based on comparable leases only, which consist of new leases signed on units that were occupied within the prior 12 months and renewal or option leases signed with the same tenant in all or a portion of the same location or that include the expansion into space that was occupied within the prior 12 months.
Biggest changeThe following table summarizes our executed leasing activity for the years ended December 31, 2023 and 2022 (dollars in thousands, except for per square foot ("PSF") amounts): For the Year Ended December 31, 2023 Leases GLA New ABR PSF Tenant Improvements and Allowances PSF Third-Party Leasing Commissions PSF Rent Spread (1) New, renewal and option leases 1,653 10,169,163 $ 18.34 $ 4.93 $ 2.34 15.3 % New and renewal leases 1,431 6,327,403 22.02 7.92 3.76 19.3 % New leases 577 2,981,298 21.92 14.51 7.90 40.0 % Renewal leases 854 3,346,105 22.10 2.04 0.06 13.3 % Option leases 222 3,841,760 12.27 — — 7.7 % For the Year Ended December 31, 2022 Leases GLA New ABR PSF Tenant Improvements and Allowances PSF Third-Party Leasing Commissions PSF Rent Spread (1) New, renewal and option leases 1,614 10,572,727 $ 16.47 $ 4.71 $ 2.05 12.7 % New and renewal leases 1,403 7,095,235 18.31 7.02 3.06 16.0 % New leases 613 3,256,527 19.08 13.05 6.57 37.0 % Renewal leases 790 3,838,708 17.66 1.91 0.08 11.1 % Option leases 211 3,477,492 12.72 — — 6.7 % (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.
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.
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.
In addition, during the year ended December 31, 2022, we resolved contingencies related to previously disposed assets and had land at one shopping center seized through eminent domain resulting in aggregate net proceeds of $2.8 million, resulting in aggregate gain of $2.4 million.
In addition, during the year ended December 31, 2022, we resolved contingencies related to previously disposed assets and had land at one shopping center seized through eminent domain for aggregate net proceeds of $2.8 million, resulting in aggregate net gain of $2.4 million.
Our management team has deep industry knowledge and well-established relationships with retailers, brokers, and vendors through many years of operational and transactional experience, as well as significant capital markets capabilities and expertise in executing value-enhancing reinvestment opportunities. 23 Factors That May Influence Our Future Results We derive our rental income primarily from base rent and expense reimbursements paid by tenants to us under existing leases at each of our properties.
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. 24 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.
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.
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 high-quality national Portfolio is primarily located within established trade areas in the top 50 Core-Based Statistical Areas in the U.S., and our shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers. As of December 31, 2022, our three largest tenants by annualized base rent (“ABR”) were The TJX Companies, Inc.
Our high-quality national Portfolio is primarily located within established trade areas in the top 50 Core-Based Statistical Areas in the U.S., and our shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers. As of December 31, 2023, our three largest tenants by annualized base rent ("ABR") were The TJX Companies, Inc.
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.
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.
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.
See “ Forward-Looking Statements ” included elsewhere in this Annual Report on Form 10-K for additional information regarding risk factors that could affect our financial condition, operating results, and cash flows. Leasing Highlights As of December 31, 2022, billed and leased occupancy were 90.2% and 93.8%, respectively, compared to 88.7% and 92.0%, respectively, as of December 31, 2021.
See “ Forward-Looking Statements ” included elsewhere in this Annual Report on Form 10-K for additional information regarding risk factors that could affect our financial condition, operating results, and cash flows. Leasing Highlights As of December 31, 2023, billed and leased occupancy were 90.6% and 94.7%, respectively, compared to 90.2% and 93.8%, respectively, as of December 31, 2022.
The increase for assets owned for the full period was due to (i) a $33.6 million increase in base rent; (ii) a $12.1 million increase in expense reimbursements; (iii) a $7.9 million increase in straight-line rental income, net; (iv) a $4.5 million increase in ancillary and other rental income; (v) a $3.1 million increase in percentage rents; and (vi) a $2.6 million increase associated with revenues deemed uncollectible; partially offset by (vii) a $5.5 million decrease in lease termination fees; and (viii) a $2.4 million decrease in accretion of below-market leases, net of amortization of above-market leases and tenant improvements.
The increase for assets owned for the full period was due to (i) a $32.5 million increase in base rent; (ii) a $15.0 million increase in expense reimbursements; (iii) a $1.5 million increase in lease termination fees; (iv) a $0.4 million increase in percentage rents; (v) a $0.2 million increase in accretion of below-market leases, net of amortization of above-market leases and tenant inducements; and (vi) a $0.1 million increase in straight-line rental income, net; partially offset by (vii) a $9.2 million decrease in rental income associated with revenues deemed uncollectible; and (viii) a $0.2 million decrease in ancillary and other rental income.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission (“SEC”) on February 7, 2022, for a discussion of the comparison of the year ended December 31, 2021 to the year ended December 31, 2020. 27 Liquidity and Capital Resources We anticipate that our cash flows from the sources listed below will provide adequate capital for the next 12 months and beyond for all anticipated uses, including all scheduled payments on our outstanding debt, current and anticipated tenant and other capital improvements, stockholder distributions, including those required to maintain our qualification as a REIT, and other obligations associated with conducting our business.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for the year ended December 31, 2022, filed with the SEC on February 13, 2023, for a discussion of the comparison of the year ended December 31, 2022 to the year ended December 31, 2021. 28 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.
Interest expense The decrease in interest expense for the year ended December 31, 2022 of $2.3 million, compared to the corresponding period in 2021, was primarily due to lower overall debt obligations, partially offset by a higher weighted average interest rate.
Interest expense The decrease in interest expense for the year ended December 31, 2023 of $1.7 million, 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.
We own and operate one of the largest publicly-traded open-air retail portfolios by gross leasable area (“GLA”) in the United States (“U.S.”), comprised primarily of community and neighborhood shopping centers. As of December 31, 2022, our portfolio was comprised of 373 shopping centers (the “Portfolio”) totaling approximately 66 million square feet of GLA.
We own and operate one of the largest publicly-traded open-air retail portfolios by gross leasable area ("GLA") in the United States ("U.S."), comprised primarily of community and neighborhood shopping centers. As of December 31, 2023, our portfolio was comprised of 362 shopping centers (the "Portfolio") totaling approximately 64 million square feet of GLA.
Material Cash Requirements Our expected material cash requirements for the twelve months ended December 31, 2023 and thereafter are comprised of (i) contractually obligated expenditures; (ii) other essential expenditures; and (iii) opportunistic expenditures. 28 Contractually Obligated Expenditures The following table summarizes our debt maturities (excluding extension options), interest payment obligations, and obligations under non-cancelable operating leases (excluding renewal options), as of December 31, 2022 (dollars in millions): Contractually Obligated Expenditures Twelve Months Ended December 31, 2023 Thereafter Debt maturities (1) $ — $ 5,043.5 Interest payments (1)(2) 188.8 776.2 Operating leases 6.1 52.2 Total $ 194.9 $ 5,871.9 (1) Amounts presented do not assume the issuance of new debt upon maturity of existing debt.
Material Cash Requirements Our expected material cash requirements for the twelve months ended December 31, 2024 and thereafter are comprised of (i) contractually obligated expenditures; (ii) other essential expenditures; and (iii) opportunistic expenditures. 29 Contractually Obligated Expenditures The following table summarizes our debt maturities (excluding extension options), interest payment obligations, and obligations under non-cancelable operating leases (excluding renewal options), as of December 31, 2023 (dollars in millions): Contractually Obligated Expenditures Twelve Months Ended December 31, 2024 Thereafter Debt maturities (1) $ 300.4 $ 4,637.0 Interest payments (1)(2) 181.0 607.6 Operating leases 6.1 46.8 Total $ 487.5 $ 5,291.4 (1) Amounts presented do not assume the issuance of new debt upon maturity of existing debt.
Acquisition Activity • During the year ended December 31, 2022, we acquired seven shopping centers, one outparcel, and one land parcel and paid less than $0.1 million related to previously acquired assets for an aggregate purchase price of $409.7 million, including transaction costs and closing credits. • During the year ended December 31, 2021, we acquired six shopping centers, one outparcel, and two land parcels for an aggregate purchase price of $258.8 million, including transaction costs and closing credits. 24 Disposition Activity • During the year ended December 31, 2022, we disposed of 16 shopping centers and 10 partial shopping centers for aggregate net proceeds of $277.0 million resulting in aggregate gain of $109.2 million and aggregate impairment of $5.7 million.
Acquisition Activity • During the year ended December 31, 2023, we acquired two land parcels for an aggregate purchase price of $2.3 million, including transaction costs and closing credits. • During the year ended December 31, 2022, we acquired seven shopping centers, one outparcel, and one land parcel and paid less than $0.1 million related to previously acquired assets for an aggregate purchase price of $409.7 million, including transaction costs and closing credits. 25 Disposition Activity • During the year ended December 31, 2023, we disposed of 11 shopping centers and nine partial shopping centers for aggregate net proceeds of $182.0 million, resulting in aggregate gain of $65.3 million and aggregate impairment of $6.1 million.
Depreciation and amortization The increase in depreciation and amortization for the year ended December 31, 2022 of $17.6 million, compared to the corresponding period in 2021, was primarily due to a $14.9 million increase attributable to net transaction activity, and a $2.7 million increase for assets owned for the full period, primarily due to capital expenditures, partially offset by accelerated depreciation and amortization related to tenant move-outs.
Depreciation and amortization The increase in depreciation and amortization for the year ended December 31, 2023 of $17.5 million, compared to the corresponding period in 2022, was primarily due to a $20.5 million increase for assets owned for the full period, due to capital expenditures and an increase in accelerated depreciation and amortization related to tenant move-outs, partially offset by a $3.0 million decrease due to net transaction activity.
Loss on extinguishment of debt, net During the year ended December 31, 2022, we amended and restated our unsecured credit facility effective April 28, 2022 (the "Unsecured Credit Facility"), which is comprised of a $1.25 billion revolving credit facility (the "Revolving Facility") and a $300.0 million term loan, in addition to a new $200.0 million delayed draw term loan (together, the "Term Loan Facility"), resulting in a $0.2 million loss on extinguishment of debt due to the acceleration of unamortized debt issuance costs.
During the year ended December 31, 2022, we amended and restated our Unsecured Credit Facility, which is comprised of the Revolving Facility and the Term Loan Facility, resulting in a $0.2 million loss on extinguishment of debt due to the acceleration of unamortized debt issuance costs.
In addition, during the year ended December 31, 2022, we resolved contingencies related to previously disposed assets and had land at one shopping center seized through eminent domain for aggregate net proceeds of $2.8 million, resulting in aggregate gain of $2.4 million. • During the year ended December 31, 2021, we disposed of 17 shopping centers and 15 partial shopping centers for aggregate net proceeds of $237.4 million resulting in aggregate gain of $73.1 million and aggregate impairment of $1.9 million.
In addition, during the year ended December 31, 2022, we resolved contingencies related to previously disposed assets and had land at one shopping center seized through eminent domain, resulting in aggregate gain of $2.4 million.
As of December 31, 2022, we had $1.35 billion of available liquidity, including $1.32 billion under our Unsecured Credit Facility and $21.3 million of cash and cash equivalents and restricted cash. We intend to continue to enhance our financial and operational flexibility through periodic extensions of the duration of our debt.
As of December 31, 2023, we had $1.25 billion of available liquidity, including $1.23 billion under our Revolving Facility and $18.9 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.
(2) Scheduled interest payments included in these amounts for variable rate loans are presented using rates (including the impact of interest rate swaps), as of December 31, 2022. See Item 7 A.
(2) Scheduled interest payments for variable rate loans are presented using rates (including the impact of interest rate swaps), as of December 31, 2023. See
Impairment of real estate assets During the year ended December 31, 2022, aggregate impairment of $5.7 million was recognized on two shopping centers and one partial shopping center as a result of disposition activity. During the year ended December 31, 2021, aggregate impairment of $1.9 million was recognized on two shopping centers as a result of disposition activity.
Impairment of real estate assets During the year ended December 31, 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.
In addition, as we execute on our key strategies, we do so guided by our purpose-driven Corporate Responsibility (“CR”) strategy and our commitment to environmental, social, and governance (“ESG”) issues.
In addition, as we execute on our key strategies, we do so guided by our purpose-driven Corporate Responsibility strategy.
Real estate taxes The increase in real estate taxes for the year ended December 31, 2022 of $4.6 million, compared to the corresponding period in 2021, was primarily due to a $2.7 million increase due to net transaction activity and a $1.9 million increase for assets owned for the full period, primarily due to an increase in current year assessments.
Real estate taxes The increase in real estate taxes for the year ended December 31, 2023 of $3.1 million, compared to the corresponding period in 2022, was primarily due to a $2.5 million increase in real estate taxes due to net transaction activity, in addition to a $0.6 million increase in real estate taxes for assets owned for the full period, primarily due to an increase in current year assessments, partially offset by an increase in favorable adjustments related to prior year assessments and an increase in real estate tax refunds.
The $33.6 million increase in base rent for assets owned for the full period was primarily due to contractual rent increases, positive rent spreads for new and renewal leases and option exercises of 12.7% during the year ended December 31, 2022 and 10.1% during the year ended December 31, 2021, an increase in weighted average billed occupancy, and a decrease in rent deferrals accounted for as lease modifications and rent abatements related to COVID-19.
The $32.5 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 15.3% during the year ended December 31, 2023 and 12.7% during the year ended December 31, 2022, and an increase in weighted average billed occupancy.
(“TJX”), The Kroger Co. (“Kroger”), and Burlington Stores, Inc. (“Burlington”).
("TJX"), The Kroger Co. ("Kroger"), and Burlington Stores, Inc. ("Burlington").
During the years ended December 31, 2022 and 2021, construction compensation costs of $17.5 million and $16.6 million, respectively, were capitalized to building and improvements and leasing legal costs of $4.1 million and $2.5 million, respectively, and leasing commission costs of $7.9 million and $6.8 million, respectively, were capitalized to deferred charges and prepaid expenses, net. 26 Other Income and Expenses (in thousands) Year Ended December 31, 2022 2021 $ Change Other income (expense) Dividends and interest $ 314 $ 299 $ 15 Interest expense (192,427) (194,776) 2,349 Gain on sale of real estate assets 111,563 73,092 38,471 Loss on extinguishment of debt, net (221) (28,345) 28,124 Other (3,639) (65) (3,574) Total other expense $ (84,410) $ (149,795) $ 65,385 Dividends and interest Dividends and interest remained generally consistent for the year ended December 31, 2022 compared to the corresponding period in 2021.
During the years ended December 31, 2023 and 2022, construction compensation costs of $18.5 million and $17.5 million, respectively, were capitalized to building and improvements and leasing legal costs of $4.6 million and $4.1 million, respectively, and leasing commission costs of $7.9 million and $7.9 million, respectively, were capitalized to deferred charges and prepaid expenses, net. 27 Other Income and Expenses (in thousands) Year Ended December 31, 2023 2022 $ Change Other income (expense) Dividends and interest $ 666 $ 314 $ 352 Interest expense (190,733) (192,427) 1,694 Gain on sale of real estate assets 65,439 111,563 (46,124) Gain (loss) on extinguishment of debt, net 4,356 (221) 4,577 Other (2,446) (3,639) 1,193 Total other expense $ (122,718) $ (84,410) $ (38,308) Dividends and interest The increase in dividends and interest for the year ended December 31, 2023 of $0.4 million, compared to the corresponding period in 2022, was primarily due to an increase in interest income.
Other revenues The decrease in other revenues for the year ended December 31, 2022 of $5.3 million, compared to the corresponding period in 2021, was primarily due to a decrease in tax increment financing income. 25 Operating Expenses (in thousands) Year Ended December 31, 2022 2021 $ Change Operating expenses Operating costs $ 141,408 $ 132,042 $ 9,366 Real estate taxes 170,383 165,746 4,637 Depreciation and amortization 344,731 327,152 17,579 Impairment of real estate assets 5,724 1,898 3,826 General and administrative 117,225 105,454 11,771 Total operating expenses $ 779,471 $ 732,292 $ 47,179 Operating costs The increase in operating costs for the year ended December 31, 2022 of $9.4 million, compared to the corresponding period in 2021, was due to a $7.7 million increase for assets owned for the full period primarily due to increases in repairs and maintenance, utilities, and insurance costs, in addition to a $1.7 million increase in operating costs due to net transaction activity.
Other revenues The increase in other revenues for the year ended December 31, 2023 of $0.5 million, compared to the corresponding period in 2022, was primarily due to an increase in tax increment financing income. 26 Operating Expenses (in thousands) Year Ended December 31, 2023 2022 $ Change Operating expenses Operating costs $ 146,473 $ 141,408 $ 5,065 Real estate taxes 173,517 170,383 3,134 Depreciation and amortization 362,277 344,731 17,546 Impairment of real estate assets 17,836 5,724 12,112 General and administrative 117,128 117,225 (97) Total operating expenses $ 817,231 $ 779,471 $ 37,760 Operating costs The increase in operating costs for the year ended December 31, 2023 of $5.1 million, compared to the corresponding period in 2022, was due to a $7.2 million increase in operating costs for assets owned for the full period, primarily due to increases in repairs and maintenance, utilities, and insurance, partially offset by a $2.1 million decrease due to net transaction activity.
During the year ended December 31, 2022, we disposed of 16 shopping centers and 10 partial shopping centers for aggregate net proceeds of $277.0 million. In addition, during the year ended December 31, 2022, we resolved contingencies related to previously disposed assets and had land at one shopping center seized through eminent domain for aggregate net proceeds of $2.8 million.
In addition, during the year ended December 31, 2023, we disposed of a non-operating asset and resolved contingencies related to a previously disposed asset for aggregate net proceeds of $0.3 million, resulting in aggregate net gain of $0.1 million. • During the year ended December 31, 2022, we disposed of 16 shopping centers and 10 partial shopping centers for aggregate net proceeds of $277.0 million, resulting in aggregate gain of $109.2 million and aggregate impairment of $5.7 million.
Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021 Revenues (in thousands) Year Ended December 31, 2022 2021 $ Change Revenues Rental income $ 1,217,362 $ 1,146,304 $ 71,058 Other revenues 712 5,970 (5,258) Total revenues $ 1,218,074 $ 1,152,274 $ 65,800 Rental income The increase in rental income for the year ended December 31, 2022 of $71.1 million, compared to the corresponding period in 2021, was due to a $55.9 million increase for assets owned for the full period and a $15.1 million increase in rental income due to net transaction activity.
Comparison of the Year Ended December 31, 2023 to the Year Ended December 31, 2022 Revenues (in thousands) Year Ended December 31, 2023 2022 $ Change Revenues Rental income $ 1,243,844 $ 1,217,362 $ 26,482 Other revenues 1,192 712 480 Total revenues $ 1,245,036 $ 1,218,074 $ 26,962 Rental income The increase in rental income for the year ended December 31, 2023 of $26.5 million, compared to the corresponding period in 2022, was due to a $40.3 million increase for assets owned for the full period, partially offset by a $13.8 million decrease due to net transaction activity.
Other The increase in other expense for the year ended December 31, 2022 of $3.6 million, compared to the corresponding period in 2021, was primarily due to favorable tax adjustments and legal settlements in the prior year and an increase in transaction costs in the current year.
Other The decrease in other expense for the year ended December 31, 2023 of $1.2 million, compared to the corresponding period in 2022, was primarily due to a decrease in transaction costs. Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021 See Item 7.
Gain on sale of real estate assets During the year ended December 31, 2022, we disposed of 14 shopping centers and nine partial shopping centers that resulted in aggregate gain of $109.2 million.
In addition, during the year ended December 31, 2023, we disposed of a non-operating asset and resolved contingencies relating to a previously disposed asset, resulting in aggregate net gain of $0.1 million. During the year ended December 31, 2022, 14 shopping centers and nine partial shopping centers were disposed of resulting in aggregate gain of $109.2 million.
The $12.1 million increase in expense reimbursements was primarily attributable to increases in billed occupancy, reimbursable operating expenses, and real estate taxes.
The $15.0 million increase in expense reimbursements was primarily attributable to increases in weighted average billed occupancy, reimbursable operating costs, and real estate taxes. The $9.2 million decrease in rental income associated with revenues deemed uncollectible was primarily attributable to reduced cash collections associated with amounts previously reserved.
Removed
In addition, during the year ended December 31, 2021, we received aggregate net proceeds of less than $0.1 million from previously disposed assets resulting in aggregate gain of less than $0.1 million.
Added
During the year ended December 31, 2022, aggregate impairment of $5.7 million was recognized on two shopping centers and one partial shopping center as a result of disposition activity. General and administrative General and administrative costs remained generally consistent for the year ended December 31, 2023 as compared to the corresponding period in 2022.
Removed
General and administrative The increase in general and administrative costs for the year ended December 31, 2022 of $11.8 million, compared to the corresponding period in 2021, was primarily due to an increase in net compensation costs, marketing expenses, and travel and entertainment costs, partially offset by decreases in litigation and other non-routine legal, professional, office, and other expenses.
Added
In addition, capitalized interest increased as a result of higher weighted average interest rates along with higher construction in process balances. Gain on sale of real estate assets During the year ended December 31, 2023, nine shopping centers and seven partial shopping centers were disposed of resulting in aggregate gain of $65.3 million.
Removed
During the year ended December 31, 2021, we disposed of 16 shopping centers and 15 partial shopping centers that resulted in aggregate gain of $73.1 million. In addition, during the year ended December 31, 2021, we received aggregate net proceeds of less than $0.1 million from previously disposed assets resulting in aggregate gain of less than $0.1 million.
Added
Gain (loss) on extinguishment of debt, net During the year ended December 31, 2023, we repurchased $199.6 million of our outstanding 3.650% 2024 Notes pursuant to the Tender Offer, with $300.4 million aggregate principal amount of the 2024 Notes remaining outstanding. We funded the Tender Offer with proceeds from our $200.0 million delayed draw term loan.
Removed
During the year ended December 31, 2021, we redeemed all $500.0 million of our 3.250% Senior Notes due 2023 and repaid $350.0 million of an unsecured term loan under our Unsecured Credit Facility, resulting in a $28.3 million loss on extinguishment of debt.
Added
In connection with the Tender Offer, we recognized a $4.4 million gain on extinguishment of debt during the year ended December 31, 2023.
Removed
Loss on extinguishment of debt includes $25.5 million of prepayment fees and $2.8 million of accelerated unamortized debt issuance costs and debt discounts.
Removed
Comparison of the Year Ended December 31, 2021 to the Year Ended December 31, 2020 See Item 7.
Removed
“Quantita tive and Qua litative Dis closures abo ut Market Ri sk” 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.
Removed
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.
Removed
The amount of insurance expense that we incur depends on the assessed values of our properties, prevailing market rates, changes in risk generally, and the size and composition of our Portfolio. We incur real estate taxes in the various jurisdictions in which we operate.
Removed
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.
Removed
The amount of leasing capital expenditures that we incur depends on the volume and nature of leasing activity. Leases typically provide for the reimbursement of property operating expenses such as common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of our properties.
Removed
However, costs that we incur generally do not decrease if revenue or occupancy decreases, and certain costs that we incur are not typically reimbursed.
Removed
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.
Removed
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.
Removed
The following table summarizes our dividend activity for the fourth quarter of 2022 and the first quarter of 2023: Fourth Quarter 2022 First Quarter 2023 Dividend declared per common share $ 0.260 $ 0.260 Dividend declaration date October 25, 2022 February 1, 2023 Dividend record date January 4, 2023 April 4, 2023 Dividend payable date January 17, 2023 April 17, 2023 Opportunistic Expenditures We also utilize cash for opportunistic expenditures such as value-enhancing reinvestment and acquisition activity.
Removed
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.
Removed
See “Improvements to and investments in real estate assets” below for further information regarding our in-process reinvestment projects and our pipeline of future redevelopment projects. 29 The amount of future acquisition activity depends on the availability of opportunities that further concentrate our Portfolio in attractive retail submarkets and optimize the quality and long-term growth rate of our asset base.
Removed
Our acquisition strategy focuses on buying assets with strong growth potential that are located in our existing markets and will allow us to leverage our operational platform and expertise to create value. Our acquisition activity may include acquisitions of open-air shopping centers, non-owned anchor spaces, and retail buildings and/or outparcels at, or adjacent to, our shopping centers.
Removed
Our cash flow activities are summarized as follows (dollars in thousands): Brixmor Property Group Inc .
Removed
Year Ended December 31, 2022 2021 $ Change Net cash provided by operating activities $ 566,382 $ 552,239 $ 14,143 Net cash used in investing activities (462,453) (331,005) (131,448) Net cash used in financing activities (380,413) (293,578) (86,835) Net change in cash, cash equivalents and restricted cash (276,484) (72,344) (204,140) Cash, cash equivalents and restricted cash at beginning of period 297,743 370,087 (72,344) Cash, cash equivalents and restricted cash at end of period $ 21,259 $ 297,743 $ (276,484) Brixmor Operating Partnership LP Year Ended December 31, 2022 2021 $ Change Net cash provided by operating activities $ 566,382 $ 552,239 $ 14,143 Net cash used in investing activities (462,453) (331,005) (131,448) Net cash used in financing activities (366,182) (298,722) (67,460) Net change in cash, cash equivalents and restricted cash (262,253) (77,488) (184,765) Cash, cash equivalents and restricted cash at beginning of period 282,585 360,073 (77,488) Cash, cash equivalents and restricted cash at end of period $ 20,332 $ 282,585 $ (262,253) Operating Activities Net cash provided by operating activities primarily consists of cash inflows from tenant rental payments and expense reimbursements and cash outflows for property operating expenses, general and administrative expenses, and interest expense.
Removed
During the year ended December 31, 2022, our net cash provided by operating activities increased $14.1 million compared to the corresponding period in 2021.
Removed
The increase was primarily due to (i) an increase in same property net operating income; (ii) an increase in net operating income due to net transaction activity; and (iii) a decrease in cash outflows for interest expense; partially offset by (iv) a decrease from net working capital; (v) a decrease in other non-same property net operating income; (vi) an increase in cash outflows for general and administrative expense; and (vii) a decrease in lease termination fees.
Removed
Investing Activities Net cash used in investing activities primarily is impacted by the nature, timing, and magnitude of acquisition and disposition activity and improvements to and investments in our shopping centers, including capital expenditures associated with our value-enhancing reinvestment activity.
Removed
During the year ended December 31, 2022, our net cash used in investing activities increased $131.4 million compared to the corresponding period in 2021.
Removed
The increase was primarily due to (i) an increase of $150.9 million in acquisitions of real estate assets; (ii) an increase of $21.7 million in improvements to and investments in real estate assets; and (iii) an increase of $1.2 million in purchases of marketable securities, net of proceeds from sales; partially offset by (iv) an increase of $42.4 million in net proceeds from sales of real estate assets. 30 Improvements to and investments in real estate assets During the years ended December 31, 2022 and 2021, we expended $330.4 million and $308.6 million, respectively, on improvements to and investments in real estate assets.
Removed
These amounts are net of insurance proceeds of $7.7 million and $3.3 million, respectively, which were received during the year ended December 31, 2022 and 2021. Maintenance capital expenditures represent costs to fund major replacements and betterments to our properties.
Removed
Leasing related capital expenditures represent tenant specific costs incurred to lease space, including tenant improvements, tenant allowances, and external leasing commissions. In addition, we evaluate our Portfolio on an ongoing basis to identify value-enhancing reinvestment opportunities.
Removed
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.
Removed
As of December 31, 2022, we had 48 in-process anchor space repositioning, redevelopment and outparcel development projects with an aggregate anticipated cost of $342.9 million, of which $182.4 million had been incurred as of December 31, 2022.
Removed
In addition, we have identified a pipeline of future redevelopment projects aggregating approximately $1.0 billion of potential capital investment, which we expect to execute over the coming years. We expect to fund these projects with cash and cash equivalents, net cash provided by operating activities, proceeds from sales of real estate assets, and/or proceeds from capital markets transactions.
Removed
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.
Removed
During the year ended December 31, 2022, we acquired seven shopping centers, one outparcel, and one land parcel for an aggregate purchase price of $409.7 million, including transaction costs and closing credits.
Removed
During the year ended December 31, 2021, we acquired six shopping centers, one outparcel and two land parcels for an aggregate purchase price of $258.8 million, including transaction costs and closing credits.
Removed
We may also dispose of properties when we believe value has been maximized, where there may be future downside risk, or where we have limited ability or desire to build critical mass in a particular submarket.
Removed
During the year ended December 31, 2021, we disposed of 17 shopping centers and 15 partial shopping centers for aggregate net proceeds of $237.4 million. In addition, during the year ended December 31, 2021, we received aggregate net proceeds of less than $0.1 million from previously disposed assets.
Removed
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.
Removed
During the year ended December 31, 2022, our net cash used in financing activities increased $86.8 million compared to the corresponding period in 2021.
Removed
The increase was primarily due to (i) a $122.7 million increase in debt repayments, net of borrowings; (ii) a $32.4 million increase in distributions to our common stockholders; and (iii) a $5.0 million increase in repurchases of common stock; partially offset by (iv) a $48.0 million increase in issuances of common stock; and (v) a $25.3 million decrease in deferred financing and debt extinguishment costs.
Removed
Non-GAAP Performance Measures We present the non-GAAP performance measures set forth below.
Removed
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.
Removed
Non-GAAP performance measures have limitations as they do not include all items of income and expense that affect operations, and accordingly, should always be considered supplemental financial measures to those calculated in accordance with GAAP.
Removed
Our computation of these non-GAAP performance measures may differ in certain respects from the methodology utilized by other REITs and, therefore, may not be comparable to similarly titled measures presented 31 by such other REITs. Investors are cautioned that items excluded from these non-GAAP performance measures are relevant to understanding and addressing financial performance.
Removed
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.
Removed
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.

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