BRIXMOR PROPERTY GROUP INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Form 10-K)

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The following discussion should be read in conjunction with the Consolidated
Financial Statements and the accompanying notes thereto. Historical results and
percentage relationships set forth in the Consolidated Financial Statements and
accompanying notes, including trends which might appear, should not be taken as
indicative of future operations.

Executive Summary
Our Company
Brixmor Property Group Inc. and subsidiaries (collectively, "BPG") is an
internally-managed real estate investment trust ("REIT"). Brixmor Operating
Partnership LP and subsidiaries (collectively, the "Operating Partnership") is
the entity through which BPG conducts substantially all of its operations and
owns substantially all of its assets. BPG owns 100% of the limited liability
company interests of BPG Subsidiary LLC ("BPG Sub"), which, in turn, is the sole
member of Brixmor OP GP LLC (the "General Partner"), the sole general partner of
the Operating Partnership. Unless stated otherwise or the context otherwise
requires, "we," "our," and "us" mean BPG and the Operating Partnership,
collectively. We own and operate one of the largest publicly-traded open-air
retail portfolios by gross leasable area ("GLA") in the United States ("U.S."),
comprised primarily of community and neighborhood shopping centers. As of
December 31, 2021, our portfolio was comprised of 382 shopping centers (the
"Portfolio") totaling approximately 67 million square feet of GLA. Our
high-quality national Portfolio is primarily located within established trade
areas in the top 50 Metropolitan 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,
2021, our three largest tenants by annualized base rent ("ABR") were The TJX
Companies, Inc. ("TJX"), The Kroger Co. ("Kroger"), and Burlington Stores, Inc.
("Burlington"). BPG has been organized and operated in conformity with the
requirements for qualification and taxation as a REIT under the 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, 2021,
and intends to satisfy such requirements for subsequent taxable years.

Our primary objective is to maximize total returns to our stockholders through
consistent, sustainable growth in cash flow. Our key strategies to achieve this
objective include proactively managing our Portfolio to drive internal growth,
pursuing value-enhancing reinvestment opportunities, and prudently executing on
acquisition and disposition activity, while also maintaining a flexible capital
structure positioned for growth. In addition, as we execute on our key
strategies, we do so guided by a commitment to operate in a socially responsible
manner that allows us to realize our purpose of owning and managing properties
that are the centers of the communities we serve.

We believe the following set of competitive advantages positions us to successfully execute our key strategies:

•Expansive Retailer Relationships - We believe that the scale of our asset base
and our nationwide footprint represent competitive advantages in supporting the
growth objectives of the nation's largest and most successful retailers. We
believe that we are one of the largest landlords by GLA to TJX, Kroger, and
Burlington, as well as a key landlord to most major grocers and retail category
leaders. We believe that our strong relationships with leading retailers afford
us unique insight into their strategies and priority access to their expansion
plans.

•Fully-Integrated Operating Platform - We manage a fully-integrated operating
platform, leveraging our national scope and demonstrating our commitment to
operating with a strong regional and local presence. We provide our tenants with
dedicated service through both our national accounts leasing team based in New
York and our network of four regional offices in Atlanta, Chicago, Philadelphia
and San Diego, as well as our 13 leasing and property management satellite
offices throughout the country. We believe that this structure enables us to
obtain critical national market intelligence, while also benefitting from the
regional and local expertise of our leasing and operations teams.

•Experienced Management - Senior members of our management team are seasoned
real estate operators with extensive public company leadership experience. Our
management team has deep industry knowledge and well-established relationships
with retailers, brokers, and vendors through many years of operational
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and transactional experience, as well as significant capital markets capabilities and expertise in executing value-added reinvestment opportunities.

Factors That May Influence Our Future Results
We derive our rental income primarily from base rent and expense reimbursements
paid by tenants to us under existing leases at each of our properties. Expense
reimbursements primarily consist of payments made by tenants to us for their
proportionate share of property operating expenses, including common area
expenses, utilities, insurance, and real estate taxes, and certain capital
expenditures related to the maintenance of our properties.

Our ability to maintain or increase rental income is primarily dependent on our
ability to maintain or increase rental rates, renew expiring leases and/or lease
available space. Increases in our property operating expenses, including repairs
and maintenance, landscaping, snow removal, security, ground rent related to
properties for which we are the lessee, utilities, insurance, real estate taxes,
and various other costs, to the extent they are not reimbursed by tenants or
offset by increases in rental income, will adversely impact our overall
performance.

See   "    Forward-Looking Statements    "   included elsewhere in this Annual
Report on Form 10-K for the factors that could affect our rental income and/or
property operating expenses. As discussed below, the COVID-19 pandemic has had,
and is expected to continue to have, a significant impact on our business. See

Section 1A. “Risk Factors” for a more in-depth discussion of other factors that could affect our future results.

Impacts on Business from COVID-19
The global outbreak of the novel strain of coronavirus ("COVID-19"), including
the Delta and Omicron variants, and the public health measures that have been
undertaken in response have had a significant adverse impact on our business,
our tenants, the real estate market, the financial markets and the global
economy. The effects of COVID-19, including related government restrictions,
border closings, quarantines, shelter-in-place orders, and social distancing
guidelines, forced many of our tenants to temporarily close stores, reduce
hours, or significantly limit service, and resulted in a dramatic increase in
national unemployment and a significant economic contraction in 2020. Since we
cannot estimate when the COVID-19 pandemic and the responsive measures to combat
it will end and to what extent certain restrictions will be maintained or later
reinstated, we cannot estimate the ultimate operational and financial impact of
COVID-19 on our business. The degree to which COVID-19 impacts our operating
results in the future will depend on the factors discussed in

“Forward-Looking Statements” included elsewhere in this Annual Report on Form 10-K and in Item 1A. “Risk factors” .

Approximately 70% of our shopping centers are anchored by grocery stores.
Grocery stores and other essential tenants remained open throughout the pandemic
and many have experienced stable or increased sales, which has helped and we
believe will continue to help partially mitigate the adverse impact of COVID-19
on our business. As of February 1, 2022, we have collected 94% of base rent for
the nine months ended December 31, 2020 and 97% of base rent for the year ended
December 31, 2021. Certain tenants experiencing economic difficulties during the
pandemic have sought rent relief, which has been provided on a case-by-case
basis primarily in the form of rent deferrals and, in more limited cases, in the
form of rent abatements. Rent deferrals have increased our Receivables, net. We
are in ongoing discussions with our tenants regarding rent that has not yet been
collected or addressed through executed deferral or abatement agreements.

Leasing Highlights
As of December 31, 2021, billed and leased occupancy were 88.7% and 92.0%,
respectively, as compared to 87.8% and 90.7%, respectively, as of December 31,
2020.











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The following table summarizes our executed leasing activity for the years ended
December 31, 2021 and 2020 (dollars in thousands, except for per square foot
("PSF") amounts):
                                                                 For the Year Ended December 31, 2021
                                                                                           Tenant Improvements        Third Party Leasing
                              Leases                GLA                New ABR PSF          and Allowances PSF          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  %

                                                                 For the Year Ended December 31, 2020
                                                                                           Tenant Improvements        Third Party Leasing
                              Leases                GLA                New ABR PSF          and Allowances PSF          Commissions PSF             Rent Spread(1)
New, renewal and option
leases                        1,381               9,558,058          $      13.93          $            3.47          $           1.12                          7.2  %
New and renewal leases        1,184               6,202,624                 15.46                       5.33                      1.73                          7.3  %
New leases                      419               2,256,081                 15.93                      13.34                      4.68                         20.2  %
Renewal leases                  765               3,946,543                 15.19                       0.75                      0.04                          4.3  %
Option leases                   197               3,355,434                 11.12                       0.05                         -                          7.2  %


(1)  Based on comparable leases only, which consist of new leases signed on
units that were occupied within the prior 12 months and renewal or option leases
signed with the same tenant in all or a portion of the same location or that
include the expansion into space that was occupied within the prior 12 months.
Excludes leases executed for terms of less than one year.
ABR PSF includes the GLA of lessee-owned leasehold improvements.

Acquisition Activity
•During the year ended December 31, 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.

• During the year ended December 31, 2020we acquired two lots for a total purchase price of $3.4 millionincluding transaction fees.

Disposition Activity
•During the year ended December 31, 2021, we disposed of 17 shopping centers and
15 partial shopping centers for aggregate net proceeds of $237.4 million
resulting in aggregate gain of $73.1 million and aggregate impairment of $1.9
million. In addition, during the year ended December 31, 2021, we received
aggregate net proceeds of less than $0.1 million from previously disposed assets
resulting in aggregate gain of less than $0.1 million.

•During the year ended December 31, 2020, we disposed of 10 shopping centers,
six partial shopping centers, and one land parcel for aggregate net proceeds of
$121.4 million resulting in aggregate gain of $32.6 million and aggregate
impairment of $8.0 million. In addition, during the year ended December 31,
2020, we received aggregate net proceeds of $1.0 million and resolved
contingencies of $0.5 million from previously disposed assets resulting in
aggregate gain of $1.5 million.

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





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Comparison of the Year Ended December 31, 2021 to the Year Ended December 31,
2020
Revenues (in thousands)
                                      Year Ended December 31,
                                       2021             2020          $ Change
                 Revenues
                 Rental income    $  1,146,304      $ 1,050,943      $ 95,361
                 Other revenues          5,970            2,323         3,647
                 Total revenues   $  1,152,274      $ 1,053,266      $ 99,008



Rental income
The increase in rental income for the year ended December 31, 2021 of $95.4
million, as compared to the corresponding period in 2020, was due to a $105.2
million increase for assets owned for the full period, partially offset by a
$9.8 million decrease in rental income due to the timing of acquisition and
disposition activity. The increase for assets owned for the full period was due
to (i) a $67.6 million decrease in revenues deemed uncollectible; (ii) a $25.8
million increase in straight-line rental income, net; (iii) a $7.1 million
increase in expense reimbursements; (iv) a $3.3 million increase in ancillary
and other rental income; (v) a $2.2 million increase in lease termination fees;
(vi) a $2.2 million increase in base rent; and (vii) a $1.8 million increase in
percentage rents; partially offset by (viii) a $4.8 million decrease in
accretion of below-market leases, net of amortization of above-market leases and
tenant inducements. The decrease in revenues deemed uncollectible was primarily
attributable to the impact of COVID-19 reserves in 2020 and recoveries of
previously reserved amounts in 2021. The increase in straight-line rental
income, net was primarily attributable to the impact of COVID-19 reserves in
2020. The $7.1 million increase in expense reimbursements for assets owned for
the full period was primarily due to proactive, temporary cost reductions taken
in 2020 in response to COVID-19, which reduced reimbursable operating costs. The
$3.3 million increase in ancillary and other rental income for assets owned for
the full period was primarily due to an increase in revenue from short-term and
seasonal leases. The $2.2 million increase in base rent for assets owned for the
full period was primarily due to a decrease in COVID-19 rent deferrals accounted
for as lease modifications and rent abatements, in addition to contractual rent
increases and positive rent spreads for new and renewal leases and option
exercises of 10.1% during the year ended December 31, 2021 and 7.2% during the
year ended December 31, 2020, partially offset by a decrease in weighted average
billed occupancy.

Other revenues
The increase in other revenues for the year ended December 31, 2021 of $3.6
million, as compared to the corresponding period in 2020, was primarily due to
an increase in tax increment financing income.

Operating expenses (in thousands)

                                               Year Ended December 31,
                                                 2021               2020         $ Change
      Operating expenses
      Operating costs                    $     132,042           $ 111,678      $ 20,364
      Real estate taxes                        165,746             168,943        (3,197)
      Depreciation and amortization            327,152             335,583        (8,431)
      Impairment of real estate assets           1,898              19,551       (17,653)
      General and administrative               105,454              98,280         7,174
      Total operating expenses           $     732,292           $ 734,035      $ (1,743)



Operating costs
The increase in operating costs for the year ended December 31, 2021 of $20.4
million, as compared to the corresponding period in 2020, was due to a $21.1
million increase for assets owned for the full period primarily due to
proactive, temporary cost reductions taken in 2020 in response to COVID-19 and a
decrease in favorable insurance captive adjustments, partially offset by a $0.7
million decrease in operating costs due to the timing of acquisition and
disposition activity.



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Real estate taxes
The decrease in real estate taxes for the year ended December 31, 2021 of $3.2
million, as compared to the corresponding period in 2020, was due to a $2.6
million decrease due to the timing of acquisition and disposition activity and a
$0.6 million decrease for assets owned for the full period.

Depreciation and amortization
The decrease in depreciation and amortization for the year ended December 31,
2021 of $8.4 million, as compared to the corresponding period in 2020, was due
to a $6.0 million decrease for assets owned for the full period and a $2.4
million decrease due to the timing of acquisition and disposition activity.

Impairment of real estate assets
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.
During the year ended December 31, 2020, aggregate impairment of $19.6 million
was recognized on three shopping centers and one partial shopping center as a
result of disposition activity and three operating properties. Impairments
recognized were due to changes in anticipated hold periods primarily in
connection with our capital recycling program.

General and administrative
The increase in general and administrative costs for the year ended December 31,
2021 of $7.2 million, as compared to the corresponding period in 2020, was
primarily due to an increase in net compensation costs resulting from
outperformance under our variable incentive programs, partially offset by a
decrease in litigation and other non-routine legal expenses.

During the years ended December 31, 2021 and 2020, construction compensation
costs of $16.6 million and $14.6 million, respectively, were capitalized to
building and improvements and leasing legal costs of $2.5 million and $0.8
million, respectively, and leasing commission costs of $6.8 million and $5.7
million, respectively, were capitalized to deferred charges and prepaid
expenses, net.

Other income and expenses (in thousands)

                                                 Year Ended December 31,
                                                  2021              2020         $ Change
      Other income (expense)
      Dividends and interest                 $         299      $      482      $   (183)
      Interest expense                            (194,776)       (199,988)        5,212
      Gain on sale of real estate assets            73,092          34,499        38,593
      Loss on extinguishment of debt, net          (28,345)        (28,052)         (293)
      Other                                            (65)         (4,999)        4,934
      Total other expense                    $    (149,795)     $ (198,058)     $ 48,263



Dividends and interest
Dividends and interest remained generally consistent for the year ended December
31, 2021 as compared to the corresponding period in 2020.

Interest expense
The decrease in interest expense for the year ended December 31, 2021 of $5.2
million, as compared to the corresponding period in 2020, was primarily due to
lower overall debt obligations.

Gain on sale of real estate assets
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. During the year ended December 31,
2020, we disposed of seven shopping centers, five partial shopping centers and
one land parcel that resulted in aggregate gain of $32.6 million. In addition,
during the year ended December 31, 2020, we received aggregate net proceeds of
$1.0 million and resolved contingencies of $0.5
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million from previously divested assets resulting in a total gain of $1.5 millionand we received final insurance proceeds related to two shopping centers that were damaged by Hurricane Michael, resulting in an overall gain of
$0.4 million.

Loss on extinguishment of debt, net
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 senior unsecured credit facility agreement, as amended April 29, 2020
(the "Unsecured Credit Facility"), resulting in a $28.3 million loss on
extinguishment of debt. Loss on extinguishment of debt includes $25.5 million of
prepayment fees and $2.8 million of accelerated unamortized debt issuance costs
and debt discounts. During the year ended December 31, 2020, we repurchased all
$500.0 million of our 3.875% Senior Notes due 2022 and repaid a $7.0 million
secured loan, resulting in a $28.1 million loss on extinguishment of debt, net.
Loss on extinguishment of debt, net includes $26.2 million of prepayment fees
and $1.9 million of accelerated unamortized debt issuance costs and debt
discounts, net of premiums.

Other

The decrease in other expenses for the year ended December 31, 2021 of $4.9 millioncompared to the corresponding period of 2020, was mainly due to favorable tax adjustments and legal settlements in the current year and unfavorable tax adjustments in the prior year.

Comparison of the Year Ended December 31, 2020 to the Year Ended December 31,
2019
See Item 7. "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in our Form 10-K for the year ended December 31, 2020,
filed with the Securities and Exchange Commission ("SEC") on February 11, 2021,
for a discussion of the comparison of the year ended December 31, 2020 to the
year ended December 31, 2019.

Liquidity and Capital Resources
We anticipate that our cash flows from the sources listed below will provide
adequate capital for the next 12 months and beyond for all anticipated uses,
including all scheduled payments on our outstanding debt, current and
anticipated tenant and other capital improvements, stockholder distributions to
maintain our qualification as a REIT, and other obligations associated with
conducting our business.

Our primary expected sources and uses of capital are as follows:
Sources
•cash and cash equivalent balances;
•operating cash flow;
•available borrowings under the Unsecured Credit Facility;
•dispositions;
•issuance of long-term debt; and
•issuance of equity securities.

Uses

•maintenance capital expenditures;
•leasing capital expenditures;
•debt repayments;
•dividend/distribution payments;
•value-enhancing reinvestment capital expenditures;
•acquisitions; and
•repurchases of equity securities.

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We believe our capital structure provides us with the financial flexibility and
capacity to fund our current capital needs as well as future growth
opportunities. We have access to multiple forms of capital, including secured
property level debt, unsecured corporate level debt, preferred equity, and
common equity, which will allow us to efficiently execute on our strategic and
operational objectives. We have investment grade credit ratings from all three
major credit rating agencies. As of December 31, 2021, we had $1.2 billion of
available liquidity under our $1.25 billion revolving credit facility (the
"Revolving Facility") and $297.7 million of cash and cash equivalents and
restricted cash. We intend to continue to enhance our financial and operational
flexibility through the additional extension of the duration of our debt.

Material Cash Requirements
Our expected material cash requirements for the twelve months ended December 31,
2022 and thereafter are comprised of (i) contractually obligated expenditures;
(ii) other essential expenditures; and (iii) opportunistic expenditures.

Contractually Obligated Expenditures
The following table summarizes our debt maturities (excluding extension
options), interest payment obligations (excluding debt premiums and discounts
and deferred financing costs) and obligations under non-cancelable operating
leases (excluding renewal options) as of December 31, 2021 (dollars in
millions):
                                                         Twelve
                                                      Months Ended

Contractually obligatory expenses December 31, 2022 After

        Debt maturities (1)                       $            250.0      $ 

4,918.5

        Interest payments (1)(2)                               182.5           892.8
        Operating leases                                         6.0            40.5
        Total                                     $            438.5      $  5,851.8



(1)  Amounts presented do not assume the issuance of new debt upon maturity of
existing 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, 2021. Amounts presented exclude debt premiums and discounts and
deferred financing costs. See   Item 7A. "Quantitative and Qualitative
Disclosures about Market Risk"   for a further discussion of these and other
factors that could impact interest payments.

Other Essential Expenditures
We incur certain other essential expenditures in the ordinary course of
business, such as common area expenses, utilities, insurance, real estate taxes,
certain capital expenditures related to the maintenance of our properties,
leasing capital expenditures, and corporate level expenses. The amount of common
area expenses, utilities, and certain capital expenditures related to the
maintenance of our properties that we incur depends on changes in the scope of
services that we provide, changes in prevailing market rates, and changes in the
size and composition of our Portfolio. Additionally, we carry comprehensive
insurance to protect our Portfolio against various losses. The amount of
insurance expense that we incur depends on the assessed value of our Portfolio,
prevailing market rates, changes in risk, and the size and composition of our
Portfolio. Furthermore, we incur real estate taxes in the various jurisdictions
in which we operate. The amount of real estate taxes that we incur depends on
changes in the assessed value of our properties, changes in tax rates assessed
by certain jurisdictions, and changes in the size and composition of our
Portfolio. Leasing capital expenditures represent tenant specific costs incurred
to lease space, including tenant improvements, tenant allowances, and external
leasing commissions. The amount of leasing capital expenditures that we incur
depends on the volume and nature of leasing activity. Leases typically provide
for the reimbursement of property operating expenses such as common area
expenses, utilities, insurance, and real estate taxes, and certain capital
expenditures related to the maintenance of our properties. However, these costs
generally do not decrease if a property is not fully occupied, and certain costs
are non-reimbursable.

In order to continue to qualify as a REIT for federal income tax purposes, we
must meet several organizational and operational requirements, including a
requirement that we annually distribute to our stockholders at least 90% of our
REIT taxable income, determined without regard to the deduction for dividends
paid and excluding net capital gains. We intend to continue to satisfy this
requirement and maintain our REIT status. Our Board of Directors will evaluate
the dividend on a quarterly basis, taking into account a variety of relevant
factors, including REIT taxable income.
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The following table summarizes our dividend activity for the fourth quarter of 2021 and the first quarter of 2022:

                                                  Fourth                  

First of all

                                               Quarter 2021           

Quarter 2022

     Dividend declared per common share     $           0.240      $       

0.240

     Dividend declaration date                 October 28, 2021       February 1, 2022
     Dividend record date                       January 5, 2022          April 5, 2022
     Dividend payable date                     January 18, 2022         April 18, 2022


Opportunistic Expenditures We also intend to allocate a significant amount of cash to opportunistic expenditures such as value-creating reinvestment and acquisition activities.

•The amount of 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 we execute. See "Improvements to and investments in
real estate assets" below for further information regarding our in-process
reinvestment projects and pipeline of future reinvestment projects.

•The amount of future acquisition and disposition activity depends on the
availability of opportunities that further concentrate our Portfolio in
attractive retail submarkets and optimize the quality and long-term growth rate
of our asset base. Our acquisition strategy focuses on buying assets with strong
growth potential that are located in our existing markets and will allow us to
leverage our operational platform and expertise to create value. Our acquisition
activity may include acquisitions of open-air shopping centers, non-owned anchor
spaces and retail buildings and/or outparcels at, or adjacent to, our shopping
centers. We may also dispose of properties when we believe value has been
maximized, where there is downside risk, or where we have limited ability or
desire to build critical mass in a particular submarket.

As previously discussed under the header "Impacts on Business from COVID-19",
the COVID-19 pandemic has had, and may continue to have, an adverse impact on
our liquidity and capital resources. Future decreases in cash flow from
operations resulting from rent deferrals or abatements, tenant defaults, or
decreases in rental rates or occupancy, would decrease the cash available for
the capital uses described above, including the payment of dividends. Since we
do not know the ultimate scope, severity, and duration of the pandemic and the
response thereto, and thus cannot predict the impact it will have on our tenants
and on the debt and equity capital markets, we cannot estimate the impact it
will have on our liquidity and capital resources.

Our cash flow activities are summarized as follows (dollars in thousands):
Brixmor Property Group Inc.
                                                             Year Ended December 31,
                                                               2021               2020
 Net cash provided by operating activities             $     552,239        

$443,101

 Net cash used in investing activities                      (331,005)       

(167,249)

Net cash provided by (used in) financing activities (293,578)

72,712

Brixmor Operating Partnership LP

                                                             Year Ended 

the 31st of December,

                                                               2021         

2020

 Net cash provided by operating activities             $     552,239        

$443,101

 Net cash used in investing activities                      (331,005)       

(167,249)

Net cash provided by (used in) financing activities (298,722)

62,714



Cash and cash equivalents and restricted cash for BPG and the Operating
Partnership were $297.7 million and $282.6 million, respectively, as of December
31, 2021. Cash and cash equivalents and restricted cash for BPG and the
Operating Partnership were $370.1 million and $360.1 million, respectively, as
of December 31, 2020.

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Operating Activities
Net cash provided by operating activities primarily consists of cash inflows
from tenant rental payments and expense reimbursements and cash outflows for
property operating expenses, general and administrative expenses, and interest
expense.

During the year ended December 31, 2021, our net cash provided by operating
activities increased $109.1 million as compared to the corresponding period in
2020. The increase was primarily due to (i) an increase in same property net
operating income; (ii) an increase from net working capital; and (iii) an
increase in lease termination fees; partially offset by (iv) an increase in cash
outflows for interest expense; (v) a decrease in net operating income due to the
timing of acquisition and disposition activity; and (vi) an increase in cash
outflows for general and administrative expense.

Investing Activities
Net cash used in investing activities 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 program.

During the year ended December 31, 2021, our net cash used in investing
activities increased $163.8 million as compared to the corresponding period in
2020. The increase was primarily due to (i) an increase of $255.4 million in
acquisitions of real estate assets; and (ii) an increase of $23.8 million in
improvements to and investments in real estate assets; partially offset by (iii)
an increase of $115.0 million in net proceeds from sales of real estate assets;
and (iv) a $0.4 million decrease in purchases of marketable securities, net of
proceeds from sales.

Improvements to and investments in real estate assets
During the years ended December 31, 2021 and 2020, we expended $308.6 million
and $284.8 million, respectively, on improvements to and investments in real
estate assets. In addition, during the years ended December 31, 2021 and 2020,
insurance proceeds of $3.3 million and $7.5 million, respectively, were received
and included in improvements to and investments in real estate assets.

Maintenance capital expenditures represent costs to fund major replacements and
betterments to our properties. Leasing related capital expenditures represent
tenant specific costs incurred to lease space, including tenant improvements,
tenant allowances, and external leasing commissions. In addition, we evaluate
our Portfolio on an ongoing basis to identify value-enhancing reinvestment
opportunities. Such initiatives are tenant driven and focus on upgrading our
centers with strong, best-in-class retailers and enhancing the overall
merchandise mix and tenant quality of our Portfolio. As of December 31, 2021, we
had 50 in-process anchor space repositioning, redevelopment and outparcel
development projects with an aggregate anticipated cost of $374.3 million, of
which $215.7 million has been incurred as of December 31, 2021. 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. 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 available liquidity under the Revolving
Facility.

Acquisitions of and proceeds from sales of real estate assets
We continue to evaluate the market for acquisition opportunities and we may
acquire shopping centers when we believe strategic opportunities exist,
particularly where we can further concentrate our Portfolio in attractive retail
submarkets and optimize the quality and long-term growth rate of our asset base.
During the 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. During the year ended
December 31, 2020, we acquired two land parcels for an aggregate purchase price
of $3.4 million, including transaction costs.

We may also dispose of properties when we believe value has been maximized,
where there is downside risk, or where we have limited ability or desire to
build critical mass in a particular submarket. During the 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. During the year ended December 31, 2020, we
disposed of 10 shopping centers, six partial shopping centers and one land
parcel for aggregate net proceeds of $121.4 million. In
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Furthermore, during the year ended December 31, 2020we received total net proceeds of $1.0 million from previously divested assets.

Financing Activities
Net cash provided by (used in) financing activities is impacted by the nature,
timing, and magnitude of issuances and repurchases of debt and equity
securities, as well as principal payments associated with our outstanding
indebtedness and distributions made to our common stockholders.

During the year ended December 31, 2021, our net cash provided by (used in)
financing activities decreased $366.3 million as compared to the corresponding
period in 2020. The decrease was primarily due to (i) a $308.7 million decrease
in debt borrowings, net of repayments; and (ii) an $86.8 million increase in
distributions to our common stockholders; partially offset by (iii) a $23.1
million decrease in repurchases of common stock; (iv) a $5.1 million increase in
issuances of common stock; and (v) a $1.0 million decrease in deferred financing
and debt extinguishment costs. The decrease in debt borrowings is primarily
related to amounts drawn on the Revolving Facility in 2020 in order to bolster
liquidity in response to COVID-19.

Non-GAAP Performance Measures
We present the non-GAAP performance measures set forth below. These measures
should not be considered as alternatives to, or more meaningful than, net income
(calculated in accordance with GAAP) or other GAAP financial measures, as an
indicator of financial performance and are not alternatives to, or more
meaningful than, cash flow from operating activities (calculated in accordance
with GAAP) as a measure of liquidity. Non-GAAP performance measures have
limitations as they do not include all items of income and expense that affect
operations, and accordingly, should always be considered as supplemental
financial results to those calculated in accordance with GAAP. Our computation
of these non-GAAP performance measures may differ in certain respects from the
methodology utilized by other REITs and, therefore, may not be comparable to
similarly titled measures presented by such other REITs. Investors are cautioned
that items excluded from these non-GAAP performance measures are relevant to
understanding and addressing financial performance.

Funds From Operations
Nareit FFO (defined hereafter) is a supplemental, non-GAAP performance measure
utilized to evaluate the operating and financial performance of real estate
companies. Nareit defines funds from operations ("FFO") as net income (loss),
calculated in accordance with GAAP, excluding (i) depreciation and amortization
related to real estate, (ii) gains and losses from the sale of certain real
estate assets, (iii) gains and losses from change in control, (iv) impairment
write-downs of certain real estate assets and investments in entities when the
impairment is directly attributable to decreases in the value of depreciable
real estate held by the entity and (v) after adjustments for unconsolidated
joint ventures calculated to reflect FFO on the same basis.

Considering the nature of our business as a real estate owner and operator, we
believe that Nareit FFO is useful to investors in measuring our operating and
financial performance because the definition excludes items included in net
income that do not relate to or are not indicative of our operating and
financial performance, such as depreciation and amortization related to real
estate, and items which can make periodic and peer analyses of operating and
financial performance more difficult, such as gains and losses from the sale of
certain real estate assets and impairment write-downs of certain real estate
assets.

Our reconciliation of net income with Nareit FFO for the years ended December 31, 2021 and 2020 is as follows (in thousands, except per share amounts):

                                                             Year Ended December 31,
                                                               2021               2020
Net income                                             $     270,187           $ 121,173
Depreciation and amortization related to real estate         323,354        

331,558

Gain on sale of real estate assets                           (73,092)       

(34,499)

Impairment of real estate assets                               1,898              19,551
Nareit FFO                                             $     522,347           $ 437,783
Nareit FFO per diluted share                           $        1.75           $    1.47
Weighted average diluted shares outstanding                  298,835        

297,899

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Same Property Net Operating Income
Same property net operating income ("NOI") is a supplemental, non-GAAP
performance measure utilized to evaluate the operating performance of real
estate companies. Same property NOI is calculated (using properties owned for
the entirety of both periods and excluding properties under development and
completed new development properties that have been stabilized for less than one
year) as total property revenues (base rent, expense reimbursements, adjustments
for revenues deemed uncollectible, ancillary and other rental income, percentage
rents, and other revenues) less direct property operating expenses (operating
costs and real estate taxes). Same property NOI excludes (i) corporate level
expenses (including general and administrative), (ii) lease termination fees,
(iii) straight-line rental income, net, (iv) accretion of below-market leases,
net of amortization of above-market leases and tenant inducements, (v)
straight-line ground rent expense, and (vi) income (expense) associated with our
captive insurance company.

Considering the nature of our business as a real estate owner and operator, we
believe that same property NOI is useful to investors in measuring the operating
performance of our property portfolio because the definition excludes various
items included in net income that do not relate to, or are not indicative of,
the operating performance of our properties, such as depreciation and
amortization, corporate level expenses (including general and administrative),
lease termination fees, straight-line rental income, net, accretion of
below-market leases, net of amortization of above-market leases and tenant
inducements, and straight-line ground rent expense. We believe that same
property NOI is also useful to investors because it further eliminates
disparities in NOI due to the acquisition or disposition of properties or the
stabilization of completed new development properties during the periods
presented and therefore provides a more consistent metric for comparing the
operating performance of our real estate between periods.

Comparison of the Year Ended December 31, 2021 to the Year Ended December 31,
2020
                                         Year Ended December 31,
                                          2021              2020          Change
             Number of properties             362             362              -
             Percent billed                  88.6  %         88.0  %         0.6  %
             Percent leased                  92.0  %         91.0  %         1.0  %

             Revenues
             Rental income           $  1,057,929       $ 978,112       $ 79,817
             Other revenues                 5,970           2,279          3,691
                                        1,063,899         980,391         83,508
             Operating expenses
             Operating costs             (126,278)       (106,227)       (20,051)
             Real estate taxes           (158,015)       (158,275)           260
                                         (284,293)       (264,502)       (19,791)
             Same property NOI       $    779,606       $ 715,889       $ 63,717


















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The following table provides a reconciliation between net earnings and BNE of the same property for the periods presented (in thousands):

                                                                      Year Ended December 31,
                                                                    2021                      2020
Net income                                                 $       270,187              $      121,173

Adjustments:

Non-same property NOI                                              (43,602)                    (49,453)
Lease termination fees                                              (8,640)                     (6,238)
Straight-line rental income, net                                   (14,551)                     11,858

Accretion of below-market leases, net of amortization of above-market leases and tenant incentives

                          (8,221)                    (13,074)
Straight-line ground rent expense                                      134                         151
Depreciation and amortization                                      327,152                     335,583
Impairment of real estate assets                                     1,898                      19,551
General and administrative                                         105,454                      98,280
Total other expense                                                149,795                     198,058
Same property NOI                                          $       779,606              $      715,889



Our Critical Accounting Estimates
Our discussion and analysis of our historical financial condition and operating
results is based upon our Consolidated Financial Statements, which have been
prepared in accordance with GAAP. The preparation of financial statements in
conformity with GAAP requires management to make estimates and assumptions that
affect the amounts reported in the Consolidated Financial Statements and
accompanying notes. Actual results could ultimately differ from those estimates.
The following accounting estimates are considered critical because they are
particularly dependent on management's judgment about matters that have a
significant level of uncertainty at the time the accounting estimates are made,
and changes to those estimates could have a material impact on our financial
condition or operating results.

Revenue Recognition and Receivables - Estimating Collectability
We enter into agreements with tenants that convey the right to control the use
of identified space at our shopping centers in exchange for rental revenue.
These agreements meet the criteria for recognition as leases under Accounting
Standards Codification ("ASC") 842, Leases. Rental revenue is recognized on a
straight-line basis over the terms of the related leases. The cumulative
difference between rental revenue recognized on our Consolidated Statements of
Operations and contractual payment terms is recognized as deferred rent and
included in Receivables, net on our Consolidated Balance Sheets. We commence
recognizing rental revenue based on the date we make the underlying asset
available for use by the tenant. Leases also typically provide for the
reimbursement of property operating expenses, including common area expenses,
utilities, insurance, and real estate taxes, and certain capital expenditures
related to the maintenance of our properties by the lessee and are recognized in
the period the applicable expenditures are incurred and/or contractually
required to be reimbursed.

We periodically evaluate the collectability of our receivables related to rental
revenue, straight-line rent, expense reimbursements, and those attributable to
other revenue generating activities. We analyze individual tenant receivables
and consider tenant credit-worthiness, the length of time a receivable has been
outstanding, and current economic trends when evaluating collectability. In 2020
and 2021, our evaluation included consideration of the estimated impact of
COVID-19 on the collectability of our receivables. This assessment involved
significant judgment regarding the severity and duration of the disruption
caused by COVID-19, as well as judgment regarding which industries and tenants
would be most significantly impacted. Any receivables that are deemed to be
uncollectible are recognized as a reduction to Rental income on our Consolidated
Statements of Operations.

Real Estate - Estimates Related to Valuing Acquired Assets and Liabilities
Real estate assets are recognized on our Consolidated Balance Sheets at
historical cost, less accumulated depreciation and amortization. Upon
acquisition of real estate operating properties, management estimates the fair
value of acquired tangible assets (consisting of land, buildings, and tenant
improvements) and identifiable intangible assets and liabilities (consisting of
above- and below-market leases and in-place leases) based on an evaluation of
available information. Based on these estimates, the fair value is allocated to
the acquired assets and assumed
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Passives. Transaction costs incurred in the acquisition process are capitalized as part of the asset value.

The fair value of tangible assets is determined as if the acquired property is
vacant. Fair value is determined using an exit price approach, which
contemplates the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date.

In allocating fair value to identifiable intangible assets and liabilities, the
value of above-market and below-market leases is estimated based on the present
value (using a discount rate reflecting the risks associated with the leases
acquired) of the difference between: (i) the contractual amounts to be paid
pursuant to the leases negotiated and in-place at the time of acquisition and
(ii) management's estimate of fair market lease rates for the property or an
equivalent property, measured over a period equal to the lesser of 30 years or
the remaining non-cancelable term of the lease, which includes renewal periods
with fixed rental terms that are considered to be below-market. The capitalized
above-market or below-market intangible is amortized as a reduction of, or
increase to, rental income over the remaining non-cancelable term of each lease.

The value of in-place leases is estimated based on management's evaluation of
the specific characteristics of each tenant lease, including: (i) fair market
rent and the reimbursement of property operating expenses, including common area
expenses, utilities, insurance, and real estate taxes that would be forgone
during a hypothetical expected lease-up period and (ii) costs that would be
incurred, including leasing commissions, legal and marketing costs, and tenant
improvements and allowances, to execute similar leases. The value assigned to
in-place leases is amortized to Depreciation and amortization expense over the
remaining term of each lease.

Real Estate - Estimates Related to Impairments
Management periodically assesses whether there are any indicators, including
property operating performance, changes in anticipated hold period, and general
market conditions, including the impact of COVID-19, that the carrying value of
our real estate assets (including any related intangible assets or liabilities)
may be impaired. If an indicator is identified, a real estate asset is
considered impaired only if management's estimate of 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. Various factors are considered in the estimation process
which are subject to significant management judgment, including the anticipated
hold period, current and/or future reinvestment projects, and the effects of
demand and competition on future operating income and/or property values.
Changes in any estimates and/or assumptions, particularly the anticipated hold
period, could have a material impact on the projected operating cash flows. If
management determines that the carrying value of a real estate asset is
impaired, an impairment charge is recognized to reflect the estimated fair
value.

When a real estate asset is identified by management as held for sale, we
discontinue depreciating the asset and estimate its sales price, net of
estimated selling costs. If the estimated net sales price of an asset is less
than its net carrying value, an impairment charge is recognized to reflect the
estimated fair value.

Inflation

Prior to 2021, inflation had been low and had a minimal impact on the operating
performance of our shopping centers; however, inflation has significantly
increased in 2021 and may continue to be elevated or increase further. Most of
our long-term leases contain provisions designed to mitigate the adverse impact
of inflation, including contractual rent escalations and requirements for
tenants to pay their proportionate share of property operating expenses,
including common area expenses, utilities, insurance, and real estate taxes, and
certain capital expenditures related to the maintenance of our properties,
thereby reducing our exposure to increases in property operating expenses
resulting from inflation; however, we have exposure to increases in
non-reimbursable property operating expenses, including expenses incurred on
vacant units. In addition, we believe that many of our existing rental rates are
below current market rates for comparable space and that upon renewal or
re-leasing, such rates may be increased to be consistent with, or closer to,
current market rates, which may also offset certain inflationary expense
pressures. With respect to our outstanding indebtedness, we periodically
evaluate our exposure to interest rate fluctuations, and may continue to enter
into interest rate protection agreements that mitigate, but do not eliminate,
the impact of changes in interest rates on our variable rate loans.
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