þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland (Brixmor Property Group Inc.)
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45-2433192
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Delaware (Brixmor Operating Partnership LP)
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80-0831163
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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Brixmor Property Group Inc.
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Brixmor Operating Partnership LP
|
||||||
Large accelerated filer
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þ
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Non-accelerated filer
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☐
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Large accelerated filer
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☐
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Non-accelerated filer
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þ
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Smaller reporting company
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☐
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Accelerated filer
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☐
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Smaller reporting company
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☐
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Accelerated filer
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☐
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Emerging growth company
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☐
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Emerging growth company
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☐
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•
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Enhances investors’ understanding of the Parent Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
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•
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Eliminates duplicative disclosure and provides a more streamlined and readable presentation; and
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•
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Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.
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Item No.
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Page
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Part I - FINANCIAL INFORMATION
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||
1.
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Financial Statements
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Brixmor Property Group Inc. (unaudited)
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Condensed Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018
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Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2019 and 2018
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Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2019 and 2018
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Condensed Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 2019 and 2018
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Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2019 and 2018
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Brixmor Operating Partnership LP (unaudited)
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Condensed Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018
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Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2019 and 2018
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Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2019 and 2018
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Condensed Consolidated Statements of Changes in Capital for the Three Months Ended March 31, 2019 and 2018
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Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2019 and 2018
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Brixmor Property Group Inc. and Brixmor Operating Partnership LP (unaudited)
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Notes to Condensed Consolidated Financial Statements
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2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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3.
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Quantitative and Qualitative Disclosures about Market Risk
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4.
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Controls and Procedures
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Part II - OTHER INFORMATION
|
||
1.
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Legal Proceedings
|
|
1A.
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Risk Factors
|
|
2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
3.
|
Defaults Upon Senior Securities
|
|
4.
|
Mine Safety Disclosures
|
|
5.
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Other Information
|
|
6.
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Exhibits
|
•
|
The Company did not reassess whether a current arrangement contains a lease. (ASU 2016-02)
|
•
|
The Company did not reassess current lease classification. (ASU 2016-02)
|
•
|
The Company did not reassess initial direct costs recognized under previous guidance. (ASU 2016-02)
|
•
|
The Company did not reassess current land easements under ASC 842. (ASU 2018-01)
|
•
|
The Company applied ASC 842 as of the effective date. Therefore, the Company’s reporting for the comparative periods presented in the unaudited Condensed Consolidated Financial Statements of the Company will continue to be in accordance with ASC 840, however certain prior period balances in the accompanying unaudited Condensed Consolidated Statements of Operations have been reclassified to conform to the current period presentation. The Company recognized a
$2.0 million
cumulative adjustment to decrease retained earnings for indirect leasing costs capitalized for executed leases that had not commenced as of the adoption date of ASC 842. (ASU 2018-11)
|
•
|
The Company elected, by class of underlying asset, not to separate non-lease components from the associated lease components and instead account for them as a single component. This resulted in the consolidation of Rental income and Expense reimbursements on the Company’s unaudited Condensed Consolidated Statements of Operations. (ASU 2018-11)
|
Assets
|
March 31, 2019
|
|
December 31, 2018
|
||||||
|
Land
|
$
|
1,412
|
|
|
$
|
1,220
|
|
|
|
Buildings and improvements
|
10,935
|
|
|
2,927
|
|
|||
|
Accumulated depreciation and amortization
|
(3,356
|
)
|
|
(1,334
|
)
|
|||
|
Real estate, net
|
8,991
|
|
|
2,813
|
|
|||
|
Other assets
|
102
|
|
|
88
|
|
|||
Assets associated with real estate assets held for sale
|
$
|
9,093
|
|
|
$
|
2,901
|
|
||
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
||||||
|
Below-market leases
|
$
|
444
|
|
|
$
|
—
|
|
|
Liabilities associated with real estate assets held for sale
(1)
|
$
|
444
|
|
|
$
|
—
|
|
(1)
|
These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets.
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Land
|
$
|
1,794,709
|
|
|
$
|
1,804,504
|
|
Buildings and improvements:
|
|
|
|
||||
Buildings and tenant improvements
(1)
|
7,626,515
|
|
|
7,626,363
|
|
||
Lease intangibles
(2)
|
652,561
|
|
|
667,910
|
|
||
|
10,073,785
|
|
|
10,098,777
|
|
||
Accumulated depreciation and amortization
(3)
|
(2,386,092
|
)
|
|
(2,349,127
|
)
|
||
Total
|
$
|
7,687,693
|
|
|
$
|
7,749,650
|
|
(1)
|
As of March 31, 2019 and December 31, 2018, Buildings and tenant improvements included accrued amounts, net of anticipated insurance proceeds, of $
38.9 million
and $
41.7 million
, respectively.
|
(2)
|
As of March 31, 2019 and December 31, 2018, Lease intangibles consisted of
$587.6 million
and
$601.0 million
, respectively, of in-place leases and
$65.0 million
and
$66.9 million
, respectively, of above-market leases. These intangible assets are amortized over the term of each related lease.
|
(3)
|
As of March 31, 2019 and December 31, 2018, Accumulated depreciation and amortization included
$553.7 million
and
$560.3 million
, respectively, of accumulated amortization related to Lease intangibles.
|
Year ending December 31,
|
|
Below-market lease accretion (income), net of above-market lease amortization
|
|
In-place lease amortization expense
|
||||
2019 (remaining nine months)
|
|
$
|
(13,278
|
)
|
|
$
|
17,382
|
|
2020
|
|
(14,757
|
)
|
|
17,615
|
|
||
2021
|
|
(11,982
|
)
|
|
12,711
|
|
||
2022
|
|
(9,869
|
)
|
|
9,353
|
|
||
2023
|
|
(8,473
|
)
|
|
6,846
|
|
(1)
|
The Company recognized an impairment charge based upon a change in the estimated hold period of this property in connection with the Company’s capital recycling program.
|
Three Months Ended March 31, 2018
|
|||||||||
Property Name
(1)
|
|
Location
|
|
GLA
|
|
Impairment Charge
|
|||
Southland Shopping Plaza
(2)
|
|
Toledo, OH
|
|
285,278
|
|
|
$
|
6,942
|
|
Roundtree Place
(2)
|
|
Ypsilanti, MI
|
|
246,620
|
|
|
3,772
|
|
|
Skyway Plaza
|
|
St. Petersburg, FL
|
|
110,799
|
|
|
3,639
|
|
|
Pensacola Square
(2)
|
|
Pensacola, FL
|
|
142,767
|
|
|
1,345
|
|
|
Crossroads Centre
(2)
|
|
Fairview Heights, IL
|
|
242,752
|
|
|
204
|
|
|
|
|
|
|
1,028,216
|
|
|
$
|
15,902
|
|
(1)
|
The Company recognized impairment charges based upon a change in the estimated hold period of these properties in connection with the Company’s capital recycling program.
|
(2)
|
The Company disposed of this property during the year ended December 31, 2018.
|
|
|
Number of Instruments
|
|
Notional Amount
|
||||||||
|
|
March 31, 2019
|
|
December 31, 2018
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Interest Rate Swaps
|
|
7
|
|
10
|
|
$
|
800,000
|
|
|
$
|
1,200,000
|
|
|
|
Fair Value of Derivative Instruments
|
||||||
Interest rate swaps classified as:
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Gross derivative assets
|
|
$
|
12,788
|
|
|
$
|
18,630
|
|
Gross derivative liabilities
|
|
(6,786
|
)
|
|
(2,571
|
)
|
||
Net derivative assets
|
|
$
|
6,002
|
|
|
$
|
16,059
|
|
Derivatives in Cash Flow Hedging Relationships
(Interest Rate Swaps)
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
|||||
Change in unrealized gain (loss) on interest rate swaps
|
|
$
|
(6,944
|
)
|
|
$
|
7,234
|
|
Accretion of interest rate swaps to interest expense
|
|
(3,113
|
)
|
|
(2,461
|
)
|
||
Change in unrealized gain (loss) on interest rate swaps, net
|
|
$
|
(10,057
|
)
|
|
$
|
4,773
|
|
|
|
Carrying Value as of
|
|
|
|
|
||||||
|
|
March 31,
2019
|
|
December 31,
2018 |
|
Stated
Interest
Rate
(1)
|
|
Scheduled
Maturity
Date
|
||||
Secured loan
|
|
|
|
|
|
|
|
|
||||
Secured loan
(2)
|
|
$
|
7,000
|
|
|
$
|
7,000
|
|
|
4.40%
|
|
2024
|
Net unamortized premium
|
|
250
|
|
|
262
|
|
|
|
|
|
||
Net unamortized debt issuance costs
|
|
(43
|
)
|
|
(45
|
)
|
|
|
|
|
||
Total secured loan, net
|
|
$
|
7,207
|
|
|
$
|
7,217
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Notes payable
|
|
|
|
|
|
|
|
|
||||
Unsecured notes
(3)
|
|
$
|
3,468,453
|
|
|
$
|
3,468,453
|
|
|
3.25% – 7.97%
|
|
2022 – 2029
|
Net unamortized discount
|
|
(11,082
|
)
|
|
(11,562
|
)
|
|
|
|
|
||
Net unamortized debt issuance costs
|
|
(19,902
|
)
|
|
(20,877
|
)
|
|
|
|
|
||
Total notes payable, net
|
|
$
|
3,437,469
|
|
|
$
|
3,436,014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unsecured Credit Facility and term loans
|
|
|
|
|
|
|
|
|
||||
Unsecured Credit Facility - $500 Million Term Loan
(4)
|
|
$
|
500,000
|
|
|
$
|
500,000
|
|
|
3.74%
|
|
2021
|
Unsecured Credit Facility - Revolving Facility
|
|
291,000
|
|
|
306,000
|
|
|
3.59%
|
|
2023
|
||
Unsecured $350 Million Term Loan
|
|
350,000
|
|
|
350,000
|
|
|
3.74%
|
|
2023
|
||
Unsecured $300 Million Term Loan
(5)
|
|
300,000
|
|
|
300,000
|
|
|
4.39%
|
|
2024
|
||
Net unamortized debt issuance costs
|
|
(12,611
|
)
|
|
(13,368
|
)
|
|
|
|
|
||
Total Unsecured Credit Facility and term loans
|
|
$
|
1,428,389
|
|
|
$
|
1,442,632
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total debt obligations, net
|
|
$
|
4,873,065
|
|
|
$
|
4,885,863
|
|
|
|
|
|
(1)
|
The stated interest rates are as of March 31, 2019 and do not include the impact of the Company’s interest rate swap agreements (described below).
|
(2)
|
The Company’s secured loan is collateralized by a property with a carrying value of approximately
$16.3 million
as of March 31, 2019.
|
(3)
|
The weighted average stated interest rate on the Company’s unsecured notes was
3.81%
as of March 31, 2019.
|
(4)
|
Effective November 1, 2016, the Company has in place
three
interest rate swap agreements that convert the variable interest rate on a
$500.0 million
term loan (the “$500 Million Term Loan”) under the Company’s senior unsecured credit facility agreement, as amended December 12, 2018, (the “Unsecured Credit Facility”) to a fixed, combined interest rate of
1.11%
(plus a spread of
125
basis points) through July 30, 2021.
|
(5)
|
Effective January 2, 2019, the Company has in place
four
interest rate swap agreements that convert the variable interest rate on the Company’s
$300.0 million
term loan agreement, as amended December 12, 2018 (the “$300 Million Term Loan”) to a fixed, combined interest rate of
2.61%
(plus a spread of
190
basis points until July 28, 2019, which decreases to
125
basis points thereafter) through July 26, 2024.
|
Year ending December 31,
|
|
|
||
2019 (remaining nine months)
|
|
$
|
—
|
|
2020
|
|
—
|
|
|
2021
|
|
500,000
|
|
|
2022
|
|
750,000
|
|
|
2023
|
|
1,141,000
|
|
|
Thereafter
|
|
2,525,453
|
|
|
Total debt maturities
|
|
4,916,453
|
|
|
Net unamortized discount
|
|
(10,832
|
)
|
|
Net unamortized debt issuance costs
|
|
(32,556
|
)
|
|
Total debt obligations, net
|
|
$
|
4,873,065
|
|
|
March 31, 2019
|
|
December 31, 2018
|
|||||||||||||
|
Carrying
Amounts
|
|
Fair
Value
|
|
Carrying
Amounts |
|
Fair
Value |
|||||||||
Secured loans
|
$
|
7,207
|
|
|
$
|
7,172
|
|
|
$
|
7,217
|
|
|
$
|
7,072
|
|
|
Notes payable
|
3,437,469
|
|
|
3,462,929
|
|
|
3,436,014
|
|
|
3,372,418
|
|
|||||
Unsecured Credit Facility and term loans
|
1,428,389
|
|
|
1,436,953
|
|
|
1,442,632
|
|
|
1,452,382
|
|
|||||
Total debt obligations, net
|
$
|
4,873,065
|
|
|
$
|
4,907,054
|
|
|
$
|
4,885,863
|
|
|
$
|
4,831,872
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements as of March 31, 2019
|
||||||||||||||
|
Balance
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Marketable securities
(1)
|
$
|
29,634
|
|
|
$
|
1,535
|
|
|
$
|
28,099
|
|
|
$
|
—
|
|
Interest rate derivatives
|
$
|
12,788
|
|
|
$
|
—
|
|
|
$
|
12,788
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate derivatives
|
$
|
(6,786
|
)
|
|
$
|
—
|
|
|
$
|
(6,786
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
|
Fair Value Measurements as of December 31, 2018
|
||||||||||||||
|
Balance
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Marketable securities
(1)
|
$
|
30,243
|
|
|
$
|
1,756
|
|
|
$
|
28,487
|
|
|
$
|
—
|
|
Interest rate derivatives
|
$
|
18,630
|
|
|
$
|
—
|
|
|
$
|
18,630
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate derivatives
|
$
|
(2,571
|
)
|
|
$
|
—
|
|
|
$
|
(2,571
|
)
|
|
$
|
—
|
|
(1)
|
As of March 31, 2019 and December 31, 2018, marketable securities included less than
$0.1 million
of net unrealized gains and
$0.1 million
of net unrealized losses, respectively. As of March 31, 2019, the contractual maturities of the Company’s marketable securities are within the next five years.
|
|
Fair Value Measurements as of March 31, 2019
|
|
|
||||||||||||||||
|
Balance
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Impairment of Real Estate Assets
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Properties
(1)
|
$
|
9,700
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,700
|
|
|
$
|
3,112
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Fair Value Measurements as of December 31, 2018
|
|
|
||||||||||||||||
|
Balance
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
|
Impairment of Real Estate Assets
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Properties
(2)(3)(4)
|
$
|
31,725
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31,725
|
|
|
$
|
16,303
|
|
(1)
|
The carrying value of the property remeasured to fair value based upon offers from third-party buyers during the three months ended March 31, 2019 is $9.7 million related to Brice Park.
|
(2)
|
Excludes properties disposed of prior to December 31, 2018.
|
(3)
|
The carrying value of properties remeasured to fair value based upon offers from third-party buyers during the year ended December 31, 2018 includes
$26.1 million
related to Westview Center.
|
(4)
|
The carrying value of properties remeasured to fair value based upon a discounted cash flow analysis during the year ended December 31, 2018 includes: (i)
$2.9 million
related to Skyway Plaza and (ii)
$2.7 million
related to Covington Gallery. The capitalization rates (ranging from
9.0%
to
9.3%
) and discount rates (ranging from
6.0%
to
10.4%
) which were utilized in the discounted cash flow analyses were based upon unobservable rates that the Company believes to be within a reasonable range of current market rates for each respective investment.
|
Year ending December 31,
|
|
Operating Leases
|
||
2019 (remaining nine months)
|
|
$
|
626,724
|
|
2020
|
|
751,081
|
|
|
2021
|
|
640,651
|
|
|
2022
|
|
529,569
|
|
|
2023
|
|
430,870
|
|
|
Thereafter
|
|
1,501,400
|
|
Year ending December 31,
|
|
Operating Leases
|
||
2019
|
|
$
|
811,381
|
|
2020
|
|
709,230
|
|
|
2021
|
|
599,367
|
|
|
2022
|
|
490,087
|
|
|
2023
|
|
392,892
|
|
|
Thereafter
|
|
1,368,278
|
|
(1)
|
As of March 31, 2019, the weighted average remaining lease term was
11.3 years
.
|
(2)
|
As of March 31, 2019, the weighted average discount rate was
4.30%
.
|
(3)
|
These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets.
|
(4)
|
These amounts are included in Other assets on the Company’s unaudited Condensed Consolidated Balance Sheets.
|
Year ending December 31,
|
|
|
||
2019
|
|
$
|
6,929
|
|
2020
|
|
6,948
|
|
|
2021
|
|
7,157
|
|
|
2022
|
|
7,233
|
|
|
2023
|
|
5,827
|
|
|
Thereafter
|
|
43,876
|
|
|
Total minimum annual rental commitments
|
|
$
|
77,970
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Computation of Basic Earnings Per Share:
|
|
|
|
||||
Net income
|
$
|
62,900
|
|
|
$
|
61,022
|
|
Non-forfeitable dividends on unvested restricted shares
|
(144
|
)
|
|
(56
|
)
|
||
Net income attributable to the Company’s common stockholders for basic earnings per share
|
$
|
62,756
|
|
|
$
|
60,966
|
|
|
|
|
|
||||
Weighted average number shares outstanding – basic
|
298,599
|
|
|
304,158
|
|
||
|
|
|
|
||||
Basic earnings per share attributable to the Company’s common stockholders:
|
|
|
|
||||
Net income per share
|
$
|
0.21
|
|
|
$
|
0.20
|
|
|
|
|
|
||||
Computation of Diluted Earnings Per Share:
|
|
|
|
||||
Net income attributable to the Company’s common stockholders for diluted earnings per share
|
$
|
62,756
|
|
|
$
|
60,966
|
|
|
|
|
|
||||
Weighted average shares outstanding – basic
|
298,599
|
|
|
304,158
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Equity awards
|
430
|
|
|
120
|
|
||
Weighted average shares outstanding – diluted
|
299,029
|
|
|
304,278
|
|
||
|
|
|
|
||||
Diluted earnings per share attributable to the Company’s common stockholders:
|
|
|
|
||||
Net income per share
|
$
|
0.21
|
|
|
$
|
0.20
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Computation of Basic Earnings Per Unit:
|
|
|
|
||||
Net income
|
$
|
62,900
|
|
|
$
|
61,022
|
|
Non-forfeitable dividends on unvested restricted units
|
(144
|
)
|
|
(56
|
)
|
||
Net income attributable to the Operating Partnership’s common units for basic earnings per unit
|
$
|
62,756
|
|
|
$
|
60,966
|
|
|
|
|
|
||||
Weighted average number common units outstanding – basic
|
298,599
|
|
|
304,158
|
|
||
|
|
|
|
||||
Basic earnings per unit attributable to the Operating Partnership’s common units:
|
|
|
|
||||
Net income per unit
|
$
|
0.21
|
|
|
$
|
0.20
|
|
|
|
|
|
||||
Computation of Diluted Earnings Per Unit:
|
|
|
|
||||
Net income attributable to the Operating Partnership’s common units for diluted earnings per unit
|
$
|
62,756
|
|
|
$
|
60,966
|
|
|
|
|
|
||||
Weighted average common units outstanding – basic
|
298,599
|
|
|
304,158
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Equity awards
|
430
|
|
|
120
|
|
||
Weighted average common units outstanding – diluted
|
299,029
|
|
|
304,278
|
|
||
|
|
|
|
||||
Diluted earnings per unit attributable to the Operating Partnership’s common units:
|
|
|
|
||||
Net income per unit
|
$
|
0.21
|
|
|
$
|
0.20
|
|
•
|
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 and Kroger, 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 10 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 team.
|
•
|
Experienced Management – Senior members of our management team are seasoned real estate operators with extensive public company leadership experience. Our management team has deep industry knowledge and well-established relationships with retailers, brokers and vendors through many years of operational and transactional experience, as well as significant expertise in executing value-enhancing reinvestment opportunities.
|
For the Three Months Ended March 31, 2019
|
||||||||||||||||||||
|
Leases
|
|
GLA
|
|
New ABR PSF
|
|
Tenant Improvements and Allowances PSF
|
|
Third Party Leasing Commissions PSF
|
|
Rent Spread
(1)
|
|||||||||
New, renewal and option leases
|
395
|
|
|
3,184,376
|
|
|
$
|
13.48
|
|
|
$
|
4.79
|
|
|
$
|
1.34
|
|
|
9.8
|
%
|
New and renewal leases
|
325
|
|
|
1,722,634
|
|
|
16.33
|
|
|
8.85
|
|
|
2.47
|
|
|
12.3
|
%
|
|||
New leases
|
147
|
|
|
694,443
|
|
|
18.79
|
|
|
19.21
|
|
|
6.12
|
|
|
32.7
|
%
|
|||
Renewal leases
|
178
|
|
|
1,028,191
|
|
|
14.67
|
|
|
1.85
|
|
|
0.01
|
|
|
6.8
|
%
|
|||
Option leases
|
70
|
|
|
1,461,742
|
|
|
10.13
|
|
|
—
|
|
|
—
|
|
|
6.7
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
For the Three Months Ended March 31, 2018
|
||||||||||||||||||||
|
Leases
|
|
GLA
|
|
New ABR PSF
|
|
Tenant Improvements and Allowances PSF
|
|
Third Party Leasing Commissions PSF
|
|
Rent Spread
(1)
|
|||||||||
New, renewal and option leases
|
440
|
|
|
2,745,080
|
|
|
$
|
14.43
|
|
|
$
|
8.90
|
|
|
$
|
1.63
|
|
|
14.5
|
%
|
New and renewal leases
|
395
|
|
|
2,046,088
|
|
|
15.19
|
|
|
11.94
|
|
|
2.19
|
|
|
16.7
|
%
|
|||
New leases
|
151
|
|
|
1,042,526
|
|
|
14.47
|
|
|
21.11
|
|
|
4.29
|
|
|
36.7
|
%
|
|||
Renewal leases
|
244
|
|
|
1,003,562
|
|
|
15.94
|
|
|
2.40
|
|
|
—
|
|
|
8.4
|
%
|
|||
Option leases
|
45
|
|
|
698,992
|
|
|
12.19
|
|
|
—
|
|
|
—
|
|
|
8.5
|
%
|
(1)
|
Based on comparable leases only.
|
•
|
During the three months ended March 31, 2019, we did not acquire any real estate assets.
|
•
|
During the three months ended March 31, 2018, we did not acquire any real estate assets.
|
•
|
During the three months ended March 31, 2019, we disposed of
three
shopping centers for aggregate net proceeds of
$44.9 million
resulting in aggregate gain of
$7.3 million
. In addition, during the three months ended March 31, 2019, the Company received aggregate net proceeds of
$0.3 million
from previously disposed assets resulting in a gain of
$0.3 million
.
|
•
|
During the three months ended March 31, 2018, we disposed of six shopping centers and one outparcel for aggregate net proceeds of $104.2 million resulting in aggregate gain of $11.4 million and aggregate impairment of $0.2 million.
|
|
Three Months Ended March 31,
|
|
|
||||||||
|
2019
|
|
2018
|
|
$ Change
|
||||||
Revenues
|
|
|
|
|
|
||||||
Rental income
|
$
|
289,955
|
|
|
$
|
316,797
|
|
|
$
|
(26,842
|
)
|
Other revenues
|
1,184
|
|
|
378
|
|
|
806
|
|
|||
Total revenues
|
$
|
291,139
|
|
|
$
|
317,175
|
|
|
$
|
(26,036
|
)
|
|
Three Months Ended March 31,
|
|
|
||||||||
|
2019
|
|
2018
|
|
$ Change
|
||||||
Operating expenses
|
|
|
|
|
|
||||||
Operating costs
|
$
|
31,258
|
|
|
$
|
35,490
|
|
|
$
|
(4,232
|
)
|
Real estate taxes
|
43,326
|
|
|
45,725
|
|
|
(2,399
|
)
|
|||
Depreciation and amortization
|
85,395
|
|
|
90,383
|
|
|
(4,988
|
)
|
|||
Provision for doubtful accounts
|
—
|
|
|
2,415
|
|
|
(2,415
|
)
|
|||
Impairment of real estate assets
|
3,112
|
|
|
15,902
|
|
|
(12,790
|
)
|
|||
General and administrative
|
25,443
|
|
|
22,426
|
|
|
3,017
|
|
|||
Total operating expenses
|
$
|
188,534
|
|
|
$
|
212,341
|
|
|
$
|
(23,807
|
)
|
|
Three Months Ended March 31,
|
|
|
||||||||
|
2019
|
|
2018
|
|
$ Change
|
||||||
Other income (expense)
|
|
|
|
|
|
||||||
Dividends and interest
|
$
|
147
|
|
|
$
|
96
|
|
|
$
|
51
|
|
Interest expense
|
(46,666
|
)
|
|
(55,171
|
)
|
|
8,505
|
|
|||
Gain on sale of real estate assets
|
7,602
|
|
|
11,448
|
|
|
(3,846
|
)
|
|||
Gain (loss) on extinguishment of debt, net
|
30
|
|
|
(132
|
)
|
|
162
|
|
|||
Other
|
(818
|
)
|
|
(53
|
)
|
|
(765
|
)
|
|||
Total other expense
|
$
|
(39,705
|
)
|
|
$
|
(43,812
|
)
|
|
$
|
4,107
|
|
•
|
cash and cash equivalent balances;
|
•
|
operating cash flow;
|
•
|
available borrowings under our existing Unsecured Credit Facility;
|
•
|
dispositions;
|
•
|
issuance of long-term debt; and
|
•
|
issuance of equity securities.
|
•
|
maintenance capital expenditures;
|
•
|
leasing-related capital expenditures;
|
•
|
debt repayments;
|
•
|
anchor space repositioning, redevelopment, development and other value-enhancing capital expenditures;
|
•
|
dividend/distribution payments
|
•
|
acquisitions; and
|
•
|
repurchases of equity securities.
|
|
|
Three Months Ended March 31
|
||||||
|
|
2019
|
|
2018
|
||||
Cash flows provided by operating activities
|
|
$
|
96,838
|
|
|
$
|
124,450
|
|
Cash flows provided by (used in) investing activities
|
|
(31,834
|
)
|
|
28,236
|
|
||
Cash flows used in financing activities
|
|
(112,363
|
)
|
|
(170,694
|
)
|
|
|
Three Months Ended March 31
|
||||||
|
|
2019
|
|
2018
|
||||
Cash flows provided by operating activities
|
|
$
|
96,838
|
|
|
$
|
124,450
|
|
Cash flows provided by (used in) investing activities
|
|
(31,833
|
)
|
|
28,237
|
|
||
Cash flows used in financing activities
|
|
(112,488
|
)
|
|
(170,694
|
)
|
Contractual Obligations
(in thousands)
|
|
Payment due by period
|
||||||||||||||||||||||||||
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
Debt
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
500,000
|
|
|
$
|
750,000
|
|
|
$
|
1,141,000
|
|
|
$
|
2,525,453
|
|
|
$
|
4,916,453
|
|
Interest payments
(2)
|
|
126,072
|
|
|
179,173
|
|
|
174,262
|
|
|
158,776
|
|
|
129,135
|
|
|
178,319
|
|
|
945,737
|
|
|||||||
Operating leases
|
|
5,180
|
|
|
6,924
|
|
|
6,964
|
|
|
7,022
|
|
|
5,635
|
|
|
30,912
|
|
|
62,637
|
|
|||||||
Total
|
|
$
|
131,252
|
|
|
$
|
186,097
|
|
|
$
|
681,226
|
|
|
$
|
915,798
|
|
|
$
|
1,275,770
|
|
|
$
|
2,734,684
|
|
|
$
|
5,924,827
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Debt includes scheduled maturities for unsecured notes payable, unsecured credit facilities and a secured loan.
|
(2)
|
As of March 31, 2019, we incur variable rate interest on (i) a $500.0 million term loan outstanding under our Unsecured Credit Facility; (ii) a $350.0 million term loan outstanding; (iii) a $300 million term loan outstanding; (iv) $291.0 million outstanding under our Revolving Facility; and (v) $250.0 million outstanding under our Floating Rate Senior Notes due 2022. We have in place seven interest rate swap agreements with an aggregate notional value of $800.0 million, which effectively convert variable interest payments to fixed interest payments. For a further discussion of these and other factors that could impact interest payments please see Item 7A. “Quantitative and Qualitative Disclosures” in our annual report on Form 10-K for the fiscal year ended December 31, 2018. Interest payments for these variable rate loans are presented using rates (including the impact of interest rate swaps) as of March 31, 2019.
|
|
Three Months Ended March 31, 2019
|
||||||
|
2019
|
|
2018
|
||||
Net income
|
$
|
62,900
|
|
|
$
|
61,022
|
|
Gain on disposition of operating properties
|
(7,602
|
)
|
|
(11,448
|
)
|
||
Depreciation and amortization- real estate related
|
84,397
|
|
|
89,352
|
|
||
Impairment of operating properties
|
3,112
|
|
|
15,902
|
|
||
NAREIT FFO
|
$
|
142,807
|
|
|
$
|
154,828
|
|
NAREIT FFO per diluted share
|
$
|
0.48
|
|
|
$
|
0.51
|
|
Weighted average diluted shares outstanding
|
299,029
|
|
|
304,278
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
||||||||
|
|
|
|
2019
|
|
2018
|
|
Change
|
||||||
|
|
|
|
|
|
|||||||||
Number of properties
|
420
|
|
|
420
|
|
|
—
|
|
||||||
Percent billed
|
87.5
|
%
|
|
89.5
|
%
|
|
(2.0
|
%)
|
||||||
Percent leased
|
91.1
|
%
|
|
92.0
|
%
|
|
(0.9
|
%)
|
||||||
|
|
|
|
|
|
|
|
|
||||||
Revenues
|
|
|
|
|
|
|||||||||
|
Rental income
|
$
|
278,131
|
|
|
$
|
276,929
|
|
|
$
|
1,202
|
|
||
|
Other revenues
|
1,184
|
|
|
378
|
|
|
806
|
|
|||||
|
|
|
|
279,315
|
|
|
277,307
|
|
|
2,008
|
|
|||
Operating expenses
|
|
|
|
|
|
|||||||||
|
Operating costs
|
(30,888
|
)
|
|
(31,930
|
)
|
|
1,042
|
|
|||||
|
Real estate taxes
|
(43,001
|
)
|
|
(41,900
|
)
|
|
(1,101
|
)
|
|||||
|
Provision for doubtful accounts
|
—
|
|
|
(2,153
|
)
|
|
2,153
|
|
|||||
|
|
|
|
(73,889
|
)
|
|
(75,983
|
)
|
|
2,094
|
|
|||
Same property NOI
|
$
|
205,426
|
|
|
$
|
201,324
|
|
|
$
|
4,102
|
|
|||
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net income
|
$
|
62,900
|
|
|
$
|
61,022
|
|
Adjustments:
|
|
|
|
||||
Non-same property NOI
|
(1,239
|
)
|
|
(21,568
|
)
|
||
Lease termination fees
|
(769
|
)
|
|
(1,531
|
)
|
||
Straight-line rental income, net
|
(5,036
|
)
|
|
(3,097
|
)
|
||
Accretion of above- and below-market leases and tenant inducements, net
|
(4,116
|
)
|
|
(6,055
|
)
|
||
Straight-line ground rent expense
|
31
|
|
|
30
|
|
||
Depreciation and amortization
|
85,395
|
|
|
90,383
|
|
||
Impairment of real estate assets
|
3,112
|
|
|
15,902
|
|
||
General and administrative
|
25,443
|
|
|
22,426
|
|
||
Total other expense
|
39,705
|
|
|
43,812
|
|
||
Same property NOI
|
$
|
205,426
|
|
|
$
|
201,324
|
|
Period
|
|
Total Number of Shares Repurchased
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet Be Repurchased (in millions)
|
||||||
January 1, 2019 to January 31, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
289.5
|
|
February 1, 2019 to February 28, 2019
|
|
226,832
|
|
|
17.62
|
|
|
226,832
|
|
|
285.5
|
|
||
March 1, 2019 to March 31, 2019
|
|
433,589
|
|
|
17.48
|
|
|
433,589
|
|
|
278.0
|
|
||
Total
|
|
660,421
|
|
|
$
|
17.53
|
|
|
660,421
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Date of
Filing
|
|
Exhibit
Number
|
|
Filed
Herewith
|
|
First Amendment to Employment Agreement, dated March 7, 2019, by and between Brixmor Property Group Inc. and Angela Aman
|
|
8-K
|
|
001-36160
|
|
3/8/2019
|
|
10.1
|
|
|
|
|
First Amendment to Employment Agreement, dated March 7, 2019, by and between Brixmor Property Group Inc. and Mark T. Horgan
|
|
8-K
|
|
001-36160
|
|
3/8/2019
|
|
10.2
|
|
|
|
|
First Amendment to Employment Agreement, dated February 26, 2019, by and between Brixmor Property Group Inc. and Steven F. Siegel
|
|
—
|
|
—
|
|
—
|
|
—
|
|
x
|
|
|
Second Amendment to Employment Agreement, dated April 26, 2019, by and between Brixmor Property Group Inc. and Steven F. Siegel
|
|
—
|
|
—
|
|
—
|
|
—
|
|
x
|
|
|
Brixmor Property Group Inc. Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
—
|
|
—
|
|
—
|
|
—
|
|
x
|
|
|
Brixmor Property Group Inc. Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
—
|
|
—
|
|
—
|
|
—
|
|
x
|
|
|
Brixmor Operating Partnership LP Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
—
|
|
—
|
|
—
|
|
—
|
|
x
|
|
|
Brixmor Operating Partnership LP Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
—
|
|
—
|
|
—
|
|
—
|
|
x
|
|
|
Brixmor Property Group Inc. Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
—
|
|
—
|
|
—
|
|
—
|
|
x
|
|
|
Brixmor Operating Partnership LP Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
—
|
|
—
|
|
—
|
|
—
|
|
x
|
|
101.INS
|
|
XBRL Instance Document
|
|
—
|
|
—
|
|
—
|
|
—
|
|
x
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
—
|
|
—
|
|
—
|
|
—
|
|
x
|
|
|
|
|
Incorporated by Reference
|
|
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Date of
Filing
|
|
Exhibit
Number
|
|
Filed
Herewith
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
—
|
|
—
|
|
—
|
|
—
|
|
x
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
—
|
|
—
|
|
—
|
|
—
|
|
x
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
—
|
|
—
|
|
—
|
|
—
|
|
x
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
—
|
|
—
|
|
—
|
|
—
|
|
x
|
|
BRIXMOR PROPERTY GROUP INC.
|
|
|
|
|
Date: April 29, 2019
|
By:
|
/s/ James M. Taylor
|
|
|
James M. Taylor
|
|
|
Chief Executive Officer and President
|
|
|
(Principal Executive Officer)
|
|
|
|
Date: April 29, 2019
|
By:
|
/s/ Angela Aman
|
|
|
Angela Aman
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
Date: April 29, 2019
|
By:
|
/s/ Steven Gallagher
|
|
|
Steven Gallagher
|
|
|
Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
BRIXMOR OPERATING PARTNERSHIP LP
|
|
|
|
|
Date: April 29, 2019
|
By:
|
/s/ James M. Taylor
|
|
|
James M. Taylor
|
|
|
Chief Executive Officer and President
|
|
|
(Principal Executive Officer)
|
|
|
|
Date: April 29, 2019
|
By:
|
/s/ Angela Aman
|
|
|
Angela Aman
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
Date: April 29, 2019
|
By:
|
/s/ Steven Gallagher
|
|
|
Steven Gallagher
|
|
|
Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the period ended March 31, 2019 of Brixmor Property Group Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: April 29, 2019
|
|
|
/s/ James M. Taylor
|
|
Chief Executive Officer and President
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the period ended March 31, 2019 of Brixmor Property Group Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: April 29, 2019
|
|
|
/s/ Angela Aman
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the period ended March 31, 2019 of Brixmor Operating Partnership LP;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: April 29, 2019
|
|
|
/s/ James M. Taylor
|
|
Chief Executive Officer and President
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the period ended March 31, 2019 of Brixmor Operating Partnership LP;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: April 29, 2019
|
|
|
/s/ Angela Aman
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
•
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable of the Securities Exchange Act of 1934, as amended; and
|
•
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.
|
Date: April 29, 2019
|
|
|
/s/ James M. Taylor
|
|
Chief Executive Officer and President
|
|
(Principal Executive Officer)
|
|
|
|
/s/ Angela Aman
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
•
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable of the Securities Exchange Act of 1934, as amended; and
|
•
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership for the periods presented therein.
|
Date: April 29, 2019
|
|
|
/s/ James M. Taylor
|
|
Chief Executive Officer and President
|
|
(Principal Executive Officer)
|
|
|
|
/s/ Angela Aman
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|