Brixmor Property Group Inc

Previous wording

Brixmor Property Group Inc. and subsidiaries (collectively, "BPG") is an internally-managed corporation that has elected to be taxed as a real estate investment trust ("REIT"). Brixmor Operating Partnership LP and subsidiaries (collectively, the "Operating Partnership") is the entity through which BPG conducts substantially all of its operations and owns substantially all of its assets. BPG owns 100% of the limited liability company interests of BPG Subsidiary LLC ("BPG Sub"), which, in turn, is the sole member of Brixmor OP GP LLC (the "General Partner"), the sole general partner of the Operating Partnership. Unless stated otherwise or the context otherwise requires, "we," "our," and "us" mean BPG and the Operating Partnership, collectively. We own and operate one of the largest publicly-traded open-air retail portfolios by gross leasable area ("GLA") in the United States ("U.S."), comprised primarily of community and neighborhood shopping centers. As of June 30, 2024, our portfolio was comprised of 360 shopping centers (the "Portfolio") totaling approximately 64 million square feet of GLA. Our high-quality national Portfolio is primarily located within established trade areas in the top 50 Core-Based Statistical Areas in the U.S., and our shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers. As of June 30, 2024, our three largest tenants by annualized base rent ("ABR") were The TJX Companies, Inc. ("TJX"), The Kroger Co. ("Kroger"), and Burlington Stores, Inc. ("Burlington"). BPG has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under U.S. federal income tax laws, commencing with our taxable year ended December 31, 2011, has maintained such requirements through our taxable year ended December 31, 2023, and intends to satisfy such requirements for subsequent taxable years.

Current wording

Brixmor Property Group Inc. and subsidiaries (collectively, "BPG") is an internally-managed corporation that has elected to be taxed as a real estate investment trust ("REIT"). Brixmor Operating Partnership LP and subsidiaries (collectively, the "Operating Partnership") is the entity through which BPG conducts substantially all of its operations and owns substantially all of its assets. BPG owns 100% of the limited liability company interests of BPG Subsidiary LLC ("BPG Sub"), which, in turn, is the sole member of Brixmor OP GP LLC (the "General Partner"), the sole general partner of the Operating Partnership. Unless stated otherwise or the context otherwise requires, "we," "our," and "us" mean BPG and the Operating Partnership, collectively. We own and operate one of the largest publicly traded open-air retail portfolios by gross leasable area ("GLA") in the United States ("U.S."), comprised primarily of community and neighborhood shopping centers. As of September 30, 2024, our portfolio was comprised of 360 shopping centers (the "Portfolio") totaling approximately 63 million square feet of GLA. Our high-quality national Portfolio is primarily located within established trade areas in the top 50 Core-Based Statistical Areas in the U.S., and our shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers. As of September 30, 2024, our three largest tenants by annualized base rent ("ABR") were The TJX Companies, Inc. ("TJX"), The Kroger Co. ("Kroger"), and Burlington Stores, Inc. ("Burlington"). BPG has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under U.S. federal income tax laws, commencing with our taxable year ended December 31, 2011, has maintained such requirements through our taxable year ended December 31, 2023, and intends to satisfy such requirements for subsequent taxable years.

Previous wording

•Fully-Integrated Operating Platform – We manage a fully-integrated operating platform, leveraging our national scope and demonstrating our commitment to operating with a strong regional and local presence. We provide our tenants with dedicated service through both our national accounts leasing team based in New York and our network of four regional offices in Atlanta, Chicago, Philadelphia, and San Diego, as well as our 11 leasing and property management satellite offices throughout the country. We believe that this structure enables us to obtain critical national market intelligence, while also benefiting from the regional and local expertise of our leasing and operations teams.

Current wording

•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 three regional offices in Atlanta, Philadelphia, and San Diego, as well as our 11 leasing and property management satellite offices throughout the country. We believe that this structure enables us to obtain critical national market intelligence, while also benefiting from the regional and local expertise of our leasing and operations teams.

Previous wording

As of June 30, 2024, billed and leased occupancy were 91.4% and 95.4%, respectively, as compared to 90.4% and 94.1%, respectively, as of June 30, 2023.

Current wording

As of September 30, 2024, billed and leased occupancy were 91.9% and 95.6%, respectively, as compared to 90.0% and 93.9%, respectively, as of September 30, 2023.

Previous wording

The following table summarizes our executed leasing activity for the six months ended June 30, 2024 and 2023 (dollars in thousands, except for PSF amounts):

Current wording

The following table summarizes our executed leasing activity for the nine months ended September 30, 2024 and 2023 (dollars in thousands, except for PSF amounts):

Previous wording

•During the six months ended June 30, 2024, we acquired one shopping center for an aggregate purchase price of $17.5 million, including any transaction costs and closing credits.

Current wording

•During the nine months ended September 30, 2024, we acquired three shopping centers and one land parcel for an aggregate purchase price of $81.9 million, including any transaction costs and closing credits.

Previous wording

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

Current wording

•During the nine months ended September 30, 2023, we acquired one land parcel for an aggregate purchase price of $1.9 million, including any transaction costs and closing credits.

Previous wording

•During the six months ended June 30, 2024, we disposed of three shopping centers, one partial shopping center, and one land parcel for aggregate net proceeds of $67.4 million, resulting in aggregate gain of $15.0 million and aggregate impairment of $0.2 million. In addition, during the six months ended June 30, 2024, we received aggregate net proceeds of $1.9 million related to land at one shopping center previously seized through eminent domain and resolved contingencies related to previously disposed assets, resulting in aggregate gain of $1.9 million.

Current wording

•During the nine months ended September 30, 2024, we disposed of five shopping centers, four partial shopping centers, and two land parcels for aggregate net proceeds of $140.0 million, resulting in aggregate gain of $52.1 million and aggregate impairment of $0.5 million. In addition, during the nine months ended September 30, 2024, we received aggregate net proceeds of $1.9 million related to land at one shopping center previously seized through eminent domain and resolved contingencies related to previously disposed assets, resulting in aggregate gain of $1.9 million.

Previous wording

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

Current wording

•During the nine months ended September 30, 2023, we disposed of nine shopping centers and eight partial shopping centers for aggregate net proceeds of $161.9 million, resulting in aggregate gain of $58.9 million and aggregate impairment of $6.1 million. In addition, during the nine months ended September 30, 2023, we received aggregate net proceeds of $0.3 million related to a non-operating asset and resolved contingencies related to a previously disposed asset, resulting in net gain of $0.1 million.

Previous wording

The increase in rental income for the three months ended June 30, 2024 of $6.4 million, as compared to the corresponding period in 2023, was due to a $9.4 million increase for assets owned for the full period, partially offset by a $3.0 million decrease due to net transaction activity. The increase for assets owned for the full period was due to (i) an $8.2 million increase in base rent; (ii) a $0.6 million increase in rental income associated with revenues deemed uncollectible; (iii) a $0.5 million increase in straight-line rental income, net; (iv) a $0.4 million increase in percentage rents; (v) a $0.3 million increase in lease termination fees; (vi) a $0.2 million increase in ancillary and other rental income; and (vii) a $0.2 million increase in accretion of below-market leases, net of amortization of above-market leases and tenant inducements; partially offset by (viii) a $1.0 million decrease in expense reimbursements. The $8.2 million increase in base rent for assets owned for the full period was primarily due to contractual rent increases, positive rent spreads for new and renewal leases and option exercises of 16.8% during the six months ended June 30, 2024 and 15.3% during the year ended December 31, 2023, and an increase in weighted average billed occupancy.

Current wording

The increase in rental income for the three months ended September 30, 2024 of $12.9 million, as compared to the corresponding period in 2023, was due to a $14.3 million increase for assets owned for the full period, partially offset by a $1.4 million decrease due to net transaction activity. The increase for assets owned for the full period was due to (i) an $11.1 million increase in base rent; (ii) a $5.1 million increase in expense reimbursements; (iii) a $3.0 million increase in straight-line rental income, net; and (iv) a $0.3 million increase in lease termination fees; partially offset by (v) a $4.2 million decrease in rental income associated with revenues deemed uncollectible; (vi) a $0.6 million decrease in accretion of below-market leases, net of amortization of above-market leases and tenant inducements; (vii) a $0.3 million decrease in percentage rents; and (viii) a $0.1 million decrease in ancillary and other rental income. The $11.1 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 16.6% during the nine months ended September 30, 2024 and 15.3% during the year ended December 31, 2023, and an increase in weighted average billed occupancy.

Previous wording

The decrease in other revenues for the three months ended June 30, 2024 of $0.5 million as compared to the corresponding period in 2023, was primarily due to a decrease in tax increment financing income.

Current wording

The increase in other revenues for the three months ended September 30, 2024 of $0.5 million as compared to the corresponding period in 2023, was primarily due to an increase in tax increment financing income.

Previous wording

The increase in operating costs for the three months ended June 30, 2024 of $1.2 million, as compared to the corresponding period in 2023, was due to a $2.2 million increase in operating costs for assets owned for the full period, primarily due to increases in repairs and maintenance and insurance, partially offset by a $1.0 million decrease due to net transaction activity.

Current wording

The increase in operating costs for the three months ended September 30, 2024 of $1.4 million, as compared to the corresponding period in 2023, was due to a $2.0 million increase in operating costs for assets owned for the full period, primarily due to an increase in repairs and maintenance, partially offset by a $0.6 million decrease due to net transaction activity.

Previous wording

The decrease in real estate taxes for the six months ended June 30, 2024 of $10.6 million, as compared to the corresponding period in 2023, was due to an $8.9 million decrease in real estate taxes for assets owned for the full period, primarily due to an increase in favorable adjustments related to prior year assessments, a decrease in current year assessments, and an increase in real estate tax refunds, in addition to a $1.7 million decrease due to net transaction activity.

Current wording

The increase in real estate taxes for the three months ended September 30, 2024 of $0.7 million, as compared to the corresponding period in 2023, was due to a $1.2 million increase in real estate taxes for assets owned for the full period, primarily due to a decrease in favorable adjustments related to prior year assessments and a decrease in real estate tax refunds, partially offset by a decrease in current year assessments and a $0.5 million decrease due to net transaction activity.

Previous wording

The increase in depreciation and amortization for the six months ended June 30, 2024 of $6.7 million, as compared to the corresponding period in 2023, was due to an $8.6 million increase for assets owned for the full period primarily due to an increase in capital expenditures and an increase in accelerated depreciation and amortization related to tenant move-outs, partially offset by a $1.9 million decrease attributable to net transaction activity.

Current wording

The decrease in depreciation and amortization for the three months ended September 30, 2024 of $1.4 million, as compared to the corresponding period in 2023, was due to a $1.9 million decrease for assets owned for the full period, primarily due to a decrease in accelerated depreciation and amortization related to tenant move-outs, partially offset by an increase in capital expenditures and a $0.5 million increase due to net transaction activity.

Previous wording

During the three months ended June 30, 2024, aggregate impairment of $5.3 million was recognized on one partial shopping center, as a result of disposition activity, and one operating property. During the three months ended June 30, 2023, aggregate impairment of $16.7 million was recognized on two shopping centers and two partial shopping centers, as a result of disposition activity, and one operating property. Impairments recognized were due to changes in anticipated hold periods primarily in connection with our capital recycling program.

Current wording

During the three months ended September 30, 2024, aggregate impairment of $5.9 million was recognized on one land parcel, as a result of disposition activity, and one operating property. Impairments recognized were due to changes in anticipated hold periods primarily in connection with our capital recycling program.

Previous wording

The increase in general and administrative costs of $0.5 million for the six months ended June 30, 2024, as compared to the corresponding period in 2023, was primarily due to an increase in net compensation costs, partially offset by a decrease in office rent expenses.

Current wording

The increase in general and administrative costs of $1.1 million for the three months ended September 30, 2024, as compared to the corresponding period in 2023, was primarily due to one-time severance costs of $2.4 million associated with the realignment of the Company's regional operating structure, partially offset by a decrease in other net compensation costs.

Previous wording

During the three months ended June 30, 2024 and 2023, construction compensation costs of $5.0 million and $4.3 million, respectively, were capitalized to building and improvements and leasing legal costs of $0.7 million and $1.0 million, respectively, and leasing commission costs of $2.0 million and $1.8 million, respectively, were capitalized to deferred charges and prepaid expenses, net.

Current wording

During the three months ended September 30, 2024 and 2023, construction compensation costs of $4.5 million and $4.7 million, respectively, were capitalized to building and improvements and leasing legal costs of $0.8 million and $0.9 million, respectively, and leasing commission costs of $2.0 million and $1.9 million, respectively, were capitalized to deferred charges and prepaid expenses, net.

Previous wording

The increase in dividends and interest for the three months ended June 30, 2024 of $6.6 million, as compared to the corresponding period in 2023 was primarily due to an increase in interest income associated with higher cash and cash equivalent balances and a higher weighted average interest rate return.

Current wording

The increase in dividends and interest for the three months ended September 30, 2024 of $5.0 million, as compared to the corresponding period in 2023 was primarily due to an increase in interest income associated with higher cash and cash equivalent balances and a higher weighted average interest rate return.

Previous wording

The increase in interest expense for the three months ended June 30, 2024 of $6.2 million, as compared to the corresponding period in 2023, was primarily due to higher overall debt obligations, in addition to a higher weighted average interest rate.

Current wording

The increase in interest expense for the three months ended September 30, 2024 of $8.0 million, as compared to the corresponding period in 2023, was primarily due to higher overall debt obligations, in addition to a higher weighted average interest rate.

Previous wording

During the three months ended June 30, 2024, one land parcel was disposed of resulting in aggregate gain of less than $0.1 million. In addition, during the three months ended June 30, 2024, we received aggregate net proceeds of $1.8 million related to land at one shopping center previously seized through eminent domain, resulting in aggregate gain of $1.8 million. During the three months ended June 30, 2023, three partial shopping centers were disposed of resulting in aggregate gain of $3.6 million. In addition, during the three months ended June 30, 2023, we received aggregate net proceeds of $0.3 million related to a non-operating asset and resolved contingencies related to a previously disposed asset, resulting in net gain of $0.2 million.

Current wording

During the three months ended September 30, 2024, two shopping centers and three partial shopping centers were disposed of resulting in aggregate gain of $37.0 million. In addition, during the three months ended September 30, 2024, we resolved contingencies related to previously disposed assets, resulting in net loss of less than $0.1 million. During the three months ended September 30, 2023, one shopping center and one partial shopping center were disposed of resulting in aggregate gain of $6.8 million. In addition, during the three months ended September 30, 2023, we resolved contingencies related to previously disposed assets, resulting in a net loss of $0.1 million.

Previous wording

During the three months ended June 30, 2024, we repurchased $30.0 million of the $700.0 million 3.85% Senior Notes due 2025 (the "2025 Notes") then outstanding, resulting in a $0.3 million gain on extinguishment of debt. During the three months ended June 30, 2023, we repurchased $199.6 million of the $500.0 million 3.65% Senior Notes due 2024 (the "2024 Notes") then outstanding, resulting in a $4.3 million gain on extinguishment of debt.

Current wording

During the three months ended September 30, 2024, we repurchased $37.7 million of the $670.0 million 3.85% Senior Notes due 2025 (the "2025 Notes") then outstanding, resulting in a $0.3 million gain on extinguishment of debt.

Previous wording

Other expense remained generally consistent for the six months ended June 30, 2024 as compared to the corresponding period in 2023.

Current wording

Other expense remained generally consistent for the three months ended September 30, 2024, as compared to the corresponding period in 2023.

Previous wording

The increase in rental income for the six months ended June 30, 2024 of $14.8 million, as compared to the corresponding period in 2023, was due to a $22.1 million increase for assets owned for the full period, partially offset by a $7.3 million decrease due to net transaction activity. The increase for assets owned for the full period was due to (i) a $16.3 million increase in base rent; (ii) a $4.2 million increase in straight-line rental income, net; (iii) a $1.9 million increase in rental income associated with revenues deemed uncollectible; (iv) a $0.9 million increase in percentage rents; (v) a $0.6 million increase in ancillary and other rental income; and (vi) a $0.5 million increase in expense reimbursements; partially offset by (vii) a $1.6 million decrease in lease termination fees; and (viii) a $0.7 million decrease in accretion of below-market leases, net of amortization of above-market leases and tenant inducements. The $16.3 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 16.8% during the six months ended June 30, 2024 and 15.3% during the year ended December 31, 2023, and an increase in weighted average billed occupancy.

Current wording

The increase in rental income for the nine months ended September 30, 2024 of $27.6 million, as compared to the corresponding period in 2023, was due to a $36.3 million increase for assets owned for the full period, partially offset by a $8.7 million decrease due to net transaction activity. The increase for assets owned for the full period was due to (i) a $27.4 million increase in base rent; (ii) a $7.1 million increase in straight-line rental income, net; (iii) a $5.6 million increase in expense reimbursements; (iv) a $0.6 million increase in percentage rents; and (v) a $0.5 million increase in ancillary and other rental income; partially offset by (vi) a $2.2 million decrease in rental income associated with revenues deemed uncollectible; (vii) a $1.4 million decrease in accretion of below-market leases, net of amortization of above-market leases and tenant inducements; and (viii) a $1.3 million decrease in lease termination fees. The $27.4 million increase in base rent for assets owned for the full period was primarily due to contractual rent increases, positive rent spreads for new and renewal leases and option exercises of 16.6% during the nine months ended September 30, 2024 and 15.3% during the year ended December 31, 2023, and an increase in weighted average billed occupancy.

Previous wording

The increase in operating costs for the six months ended June 30, 2024 of $2.5 million, as compared to the corresponding period in 2023, was due to a $4.3 million increase in operating costs for assets owned for the full period, primarily due to increases in repairs and maintenance and insurance, partially offset by a $1.8 million decrease due to net transaction activity.

Current wording

The increase in operating costs for the nine months ended September 30, 2024 of $3.9 million, as compared to the corresponding period in 2023, was due to a $6.3 million increase in operating costs for assets owned for the full period, primarily due to an increase in repairs and maintenance, partially offset by a $2.4 million decrease due to net transaction activity.

Previous wording

The decrease in real estate taxes for the three months ended June 30, 2024 of $7.4 million, as compared to the corresponding period in 2023, was due to a $6.4 million decrease in real estate taxes for assets owned for the full period, primarily due to an increase in favorable adjustments related to prior year assessments, a decrease in current year assessments, and an increase in real estate tax refunds, in addition to a $1.0 million decrease due to net transaction activity.

Current wording

The decrease in real estate taxes for the nine months ended September 30, 2024 of $9.9 million, as compared to the corresponding period in 2023, was due to a $7.7 million decrease in real estate taxes for assets owned for the full period, primarily due to an increase in favorable adjustments related to prior year assessments and a decrease in current year assessments, in addition to a $2.2 million decrease due to net transaction activity, partially offset by a decrease in real estate tax refunds.

Previous wording

The increase in depreciation and amortization for the three months ended June 30, 2024 of $3.2 million, as compared to the corresponding period in 2023, was due to a $3.9 million increase for assets owned for the full period primarily due to an increase in capital expenditures, partially offset by a $0.7 million decrease attributable to net transaction activity and a decrease in accelerated depreciation and amortization related to tenant move-outs.

Current wording

The increase in depreciation and amortization for the nine months ended September 30, 2024 of $5.3 million, as compared to the corresponding period in 2023, was due to a $6.7 million increase for assets owned for the full period, primarily due to an increase in capital expenditures, partially offset by a decrease in accelerated depreciation and amortization related to tenant move-outs and a $1.4 million decrease attributable to net transaction activity.

Previous wording

During the six months ended June 30, 2024, aggregate impairment of $5.3 million was recognized on one partial shopping center, as a result of disposition activity, and one operating property. During the six months ended June 30, 2023, aggregate impairment of $17.8 million was recognized on two shopping centers and two partial shopping centers, as a result of disposition activity, and one operating property. Impairments recognized were due to changes in anticipated hold periods primarily in connection with our capital recycling program.

Current wording

During the nine months ended September 30, 2024, aggregate impairment of $11.1 million was recognized on one partial shopping center and one land parcel, as a result of disposition activity, and two operating properties. During the nine months ended September 30, 2023, aggregate impairment of $17.8 million was recognized on two shopping centers and two partial shopping centers, as a result of disposition activity, and one operating property. Impairments recognized were due to changes in anticipated hold periods primarily in connection with our capital recycling program.

Previous wording

The increase in general and administrative costs of $1.2 million for the three months ended June 30, 2024, as compared to the corresponding period in 2023, was primarily due to an increase in net compensation costs, partially offset by a decrease in office rent expenses.

Current wording

The increase in general and administrative costs of $1.6 million for the nine months ended September 30, 2024, as compared to the corresponding period in 2023, was primarily due to an increase in net compensation costs, including one-time severance costs of $2.4 million associated with the realignment of the Company's regional operating structure, partially offset by a decrease in office rent expenses.

Previous wording

During the six months ended June 30, 2024 and 2023, construction compensation costs of $10.0 million and $8.9 million, respectively, were capitalized to building and improvements and leasing legal costs of $1.7 million and $2.4 million, respectively, and leasing commission costs of $4.1 million and $4.0 million, respectively, were capitalized to deferred charges and prepaid expenses, net.

Current wording

During the nine months ended September 30, 2024 and 2023, construction compensation costs of $14.4 million and $13.6 million, respectively, were capitalized to building and improvements and leasing legal costs of $2.5 million and $3.3 million, respectively, and leasing commission costs of $6.0 million and $5.9 million, respectively, were capitalized to deferred charges and prepaid expenses, net.

Previous wording

The increase in dividends and interest for the six months ended June 30, 2024 of $10.4 million, as compared to the corresponding period in 2023 was primarily due to an increase in interest income associated with higher cash and cash equivalent balances and a higher weighted average interest rate return.

Current wording

The increase in dividends and interest for the nine months ended September 30, 2024 of $15.5 million, as compared to the corresponding period in 2023 was primarily due to an increase in interest income associated with higher cash and cash equivalent balances and a higher weighted average interest rate return.

Previous wording

The increase in interest expense for the six months ended June 30, 2024 of $9.0 million, as compared to the corresponding period in 2023, was primarily due to higher overall debt obligations, in addition to a higher weighted average interest rate.

Current wording

The increase in interest expense for the nine months ended September 30, 2024 of $17.0 million, as compared to the corresponding period in 2023, was primarily due to higher overall debt obligations, in addition to a higher weighted average interest rate.

Previous wording

During the six months ended June 30, 2024, three shopping centers and one land parcel were disposed of resulting in aggregate gain of $15.0 million. In addition, during the six months ended June 30, 2024, we received aggregate net proceeds of $1.9 million related to land at one shopping center previously seized through eminent domain and resolved contingencies related to previously disposed assets, resulting in aggregate gain of $1.9 million. During the six months ended June 30, 2023, six shopping centers and five partial shopping centers were disposed of resulting in aggregate gain of $52.1 million. In addition, during the six months ended June 30, 2023, we received aggregate net proceeds of $0.3 million related to a non-operating asset, resulting in net gain of $0.2 million.

Current wording

During the nine months ended September 30, 2024, five shopping centers, three partial shopping centers, and one land parcel were disposed of resulting in aggregate gain of $52.1 million. In addition, during the nine months ended September 30, 2024, we received aggregate net proceeds of $1.9 million related to land at one shopping center previously seized through eminent domain and resolved contingencies related to previously disposed assets, resulting in aggregate gain of $1.9 million. During the nine months ended September 30, 2023, seven shopping centers and six partial shopping centers were disposed of resulting in aggregate gain of $58.9 million. In addition, during the nine months ended September 30, 2023, we received aggregate net proceeds of $0.3 million related to a non-operating asset and resolved contingencies related to a previously disposed asset, resulting in aggregate gain of $0.1 million.

Previous wording

During the six months ended June 30, 2024, we repurchased $30.0 million of the $700.0 million 2025 Notes then outstanding, resulting in a $0.3 million gain on extinguishment of debt. During the six months ended June 30, 2023, we repurchased $199.6 million of the $500.0 million 2024 Notes then outstanding, resulting in a $4.3 million gain on extinguishment of debt.

Current wording

During the nine months ended September 30, 2024, we repurchased $67.7 million of the $700.0 million 2025 Notes then outstanding, resulting in a $0.6 million gain on extinguishment of debt. During the nine months ended September 30, 2023, we repurchased $199.6 million of the $500.0 million 3.65% Senior Notes due 2024 then outstanding, resulting in a $4.4 million gain on extinguishment of debt.

Previous wording

Other revenues remained generally consistent for the six months ended June 30, 2024 as compared to the corresponding period in 2023.

Current wording

Other expense remained generally consistent for the nine months ended September 30, 2024 as compared to the corresponding period in 2023.

Previous wording

We believe our capital structure provides us with the financial flexibility and capacity to fund our current capital needs as well as future growth opportunities. We generate significant operating cash flow and have access to multiple forms of external capital, including secured property level debt, unsecured corporate level debt, preferred equity, and common equity, which will allow us to efficiently execute on our strategic and operational objectives. We have investment grade credit ratings from all three major credit rating agencies. Our unsecured credit facility as amended and restated April 28, 2022 (the "Unsecured Credit Facility") is comprised of a $1.25 billion revolving loan facility (the "Revolving Facility") and a $500.0 million term loan facility (the "Term Loan Facility"). As of June 30, 2024, we had $1.72 billion of available liquidity, including $1.25 billion available under our Revolving Facility and $475.0 million of cash, 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.

Current wording

We believe our capital structure provides us with the financial flexibility and capacity to fund our current capital needs as well as future growth opportunities. We generate significant operating cash flow and have access to multiple forms of external capital, including secured property level debt, unsecured corporate level debt, preferred equity, and common equity, which will allow us to efficiently execute on our strategic and operational objectives. We have investment grade credit ratings from all three major credit rating agencies. Our unsecured credit facility as amended and restated April 28, 2022 (the "Unsecured Credit Facility") is comprised of a $1.25 billion revolving loan facility (the "Revolving Facility") and a $500.0 million term loan facility (the "Term Loan Facility"). As of September 30, 2024, we had $1.70 billion of available liquidity, including $1.25 billion available under our Revolving Facility and $452.4 million of cash, 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.

Previous wording

In order to continue to qualify as a REIT for federal income tax purposes, we must meet several organizational and operational requirements, including a requirement that we annually distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains. We intend to continue to satisfy these requirements and maintain our REIT status. Our board of directors evaluates our dividend on a quarterly basis, taking into account a variety of relevant factors, including REIT taxable income. The following table summarizes our dividend activity for the second and third quarters of 2024:

Current wording

In order to continue to qualify as a REIT for federal income tax purposes, we must meet several organizational and operational requirements, including a requirement that we annually distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains. We intend to continue to satisfy these requirements and maintain our REIT status. Our board of directors evaluates our dividend on a quarterly basis, taking into account a variety of relevant factors, including REIT taxable income. The following table summarizes our dividend activity for the third and fourth quarters of 2024:

Previous wording

During the six months ended June 30, 2024, our net cash provided by operating activities increased $17.1 million as compared to the corresponding period in 2023. The increase was primarily due to (i) an increase in same property net operating income; (ii) an increase in cash inflows for dividends and interest income; (iii) a decrease in cash outflows for interest expense; and (iv) a decrease in cash outflows for general and administrative expense; partially offset by (v) a decrease in cash from net working capital; (vi) a decrease in net operating income due to net transaction activity and other non-same property net operating income; and (vii) a decrease in lease termination fees.

Current wording

During the nine months ended September 30, 2024, our net cash provided by operating activities increased $16.0 million as compared to the corresponding period in 2023. The increase was primarily due to (i) an increase in same property net operating income; and (ii) an increase in cash inflows for dividends and interest income; partially offset by (iii) a decrease in cash from net working capital; (iv) an increase in cash outflows for interest expense; (v) a decrease in net operating income due to net transaction activity and other non-same property net operating income; (vi) a decrease in lease termination fees; and (vii) an increase in cash outflows for general and administrative expense.

Previous wording

During the six months ended June 30, 2024, our net cash used in investing activities increased $105.2 million as compared to the corresponding period in 2023. The increase was primarily due to (i) a decrease of $76.2 million in net proceeds from sales of real estate assets; (ii) an increase of $15.6 million in acquisitions of real estate assets; (iii) an increase of $11.0 million in improvements to and investments in real estate assets; and (iv) a decrease of $2.4 million in sales of marketable securities, net of purchases.

Current wording

During the nine months ended September 30, 2024, our net cash used in investing activities increased $103.2 million as compared to the corresponding period in 2023. The increase was primarily due to (i) an increase of $80.0 million in acquisitions of real estate assets; (ii) a decrease of $20.3 million in net proceeds from sales of real estate assets; (iii) an increase of $1.9 million in purchases of marketable securities, net of sales; and (iv) an increase of $1.0 million in improvements to and investments in real estate assets.

Previous wording

During the six months ended June 30, 2024 and 2023, we expended $167.0 million and $156.1 million, respectively, on improvements to and investments in real estate assets. Included in these amounts are insurance proceeds of $3.1 million and $0.2 million, respectively, which were received during the six months ended June 30, 2024 and 2023.

Current wording

During the nine months ended September 30, 2024 and 2023, we expended $255.4 million and $254.4 million, respectively, on improvements to and investments in real estate assets. Included in these amounts are insurance proceeds of $4.5 million and $0.5 million, respectively, which were received during the nine months ended September 30, 2024 and 2023.

Previous wording

Maintenance capital expenditures represent costs to fund major replacements and betterments to our properties. Leasing related capital expenditures represent tenant specific costs incurred to lease or renew space, including tenant improvements, tenant allowances, and external leasing commissions. In addition, we evaluate our Portfolio on an ongoing basis to identify value-enhancing reinvestment opportunities. Such initiatives are tenant driven and focus on upgrading our centers with strong, best-in-class retailers and enhancing the overall merchandise mix and tenant quality of our Portfolio. As of June 30, 2024, we had 44 in-process anchor space repositioning, redevelopment, and outparcel development projects with an aggregate anticipated cost of $509.6 million, of which $231.0 million had been incurred as of June 30, 2024. In addition, we have identified a pipeline of future redevelopment projects aggregating over $600 million 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.

Current wording

Maintenance capital expenditures represent costs to fund major replacements and betterments to our properties. Leasing related capital expenditures represent tenant specific costs incurred to lease or renew space, including tenant improvements, tenant allowances, and external leasing commissions. In addition, we evaluate our Portfolio on an ongoing basis to identify value-enhancing reinvestment opportunities. Such initiatives are tenant driven and focus on upgrading our centers with strong, best-in-class retailers and enhancing the overall merchandise mix and tenant quality of our Portfolio. As of September 30, 2024, we had 43 in-process anchor space repositioning, redevelopment, and outparcel development projects with an aggregate anticipated cost of $506.8 million, of which $246.4 million had been incurred as of September 30, 2024. In addition, we have identified a pipeline of future redevelopment projects aggregating approximately $700 million 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.

Previous wording

We continue to evaluate the market for acquisition opportunities and we may acquire shopping centers when we believe strategic opportunities exist, to further concentrate our Portfolio in attractive retail submarkets and optimize the quality and long-term growth rate of our asset base. During the six months ended June 30, 2024, we acquired one shopping center for an aggregate purchase price of $17.5 million, including transaction costs and closing credits. During the six months ended June 30, 2023, we acquired one land parcel for an aggregate purchase price of $1.9 million, including transaction costs and closing credits.

Current wording

We continue to evaluate the market for acquisition opportunities and we may acquire individual shopping centers or portfolios of shopping centers when we believe strategic opportunities exist, to further concentrate our Portfolio in attractive retail submarkets and optimize the quality and long-term growth rate of our asset base. During the nine months ended September 30, 2024, we acquired three shopping centers and one land parcel for an aggregate purchase price of $81.9 million, including transaction costs and closing credits. During the nine months ended September 30, 2023, we acquired one land parcel for an aggregate purchase price of $1.9 million, including transaction costs and closing credits.