ANNUAL REPORT For the fiscal year ended December 31

ANNUAL REPORT
For the fiscal year ended December 31, 2012
BRIXMOR LLC
(Exact name of the company as specified in its charter)
Maryland
(State or other jurisdiction of
incorporation or organization)
64-0955724
(I.R.S. employer
identification no.)
420 Lexington Avenue, New York, New York 10170
(Address of principal executive offices) (Zip code)
212-869-3000
(Company’s telephone number, including area code)
TABLE OF CONTENTS
Page
PART I
Item 1.
Business......................................................................................................................................
..
6
Item 1A.
Risk Factors................................................................................................................................
11
Item 1B.
Unresolved Staff Comments......................................................................................................
15
Item 2.
Properties...................................................................................................................................
15
Item 3.
Legal Proceedings......................................................................................................................
37
Item 4.
Mine Safety Disclosures.............................................................................................................
37
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities....................................................................................................................
38
Item 6.
Selected Financial Data..............................................................................................................
39
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations.....
40
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk...................................................
52
Item 8.
Financial Statements and Supplementary Data..........,,..............................................................
52
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure....
52
Item 9A.
Controls and Procedures.............................................................................................................
53
Item 9B.
Other Information.......................................................................................................................
54
Item 10.
Directors, Executive Officers and Corporate Governance.........................................................
55
Item 11.
Executive Compensation............................................................................................................
56
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters...................................................................................................................
68
Item 13.
Certain Relationships and Related Transactions, Director Independence...........................
69
Item 14.
Principal Accounting Fees and Services....................................................................................
70
PART II
PART III
PART IV
Item 15.
Exhibits, Financial Statement Schedules...................................................................................
71
PART I
Forward-Looking Statements
This Annual Report contains forward-looking statements, which reflect our expectations regarding our results of
operations, operational and financial performance, business prospects and opportunities and future events. Words
such as, but not limited to, “anticipate,” “continue,” “estimate,” “expect,” “may,” “might,” “will,” “project,”
“should,” “believe,” “intend,” “continue,” “could,” “plan,” “predict” and negatives of these words and similar
expressions are intended to identify forward-looking statements. In particular, statements about our expectations,
beliefs, plans, objectives, assumptions or future events or performance contained in this Annual Report are forwardlooking statements. These statements are based on, but not limited to, management’s assessment of such factors as
the financial and real estate market and the competitive environment. These assessments could prove inaccurate. All
forward-looking statements involve risks and uncertainties. The occurrence of the events described and the
achievement of the expected results depend on many events, some or all of which are not predictable or within our
control. Although the forward-looking statements contained in this Annual Report reflect our current beliefs based
upon information currently available to us and upon assumptions which we believe to be reasonable, actual results
may differ materially from expected results. Risks, uncertainties and other factors that might cause such differences,
some of which could be material, include, but are not limited to:
•
adverse global, national and regional economic, market and real estate conditions;
•
the competitive environment in which we operate and the ability to renew or re-let space as leases
expire;
•
property ownership risks, including, but not limited to: (a) risks that redevelopments be completed
on time and within budget and perform as expected; (b) risks associated with disposition strategies;
(c) potential impairment charges on properties we own, or in which we have an interest; (d) costs
associated with maintaining, repairing and renovating properties; and (e) property damage from
acts of nature;
•
financial stability of tenants, including the ability of tenants to pay rent, tenants’ decision to close
stores or maintain and renew leases and the effect of bankruptcy laws;
•
liquidity risks, including, but not limited to: (a) the sufficiency of our current sources of capital; (b)
the inability to pay our debt obligations or to refinance our short-term and long-term indebtedness
on favorable terms or at all; (c) the potential loss of mortgaged properties if mortgage indebtedness
goes unpaid; (d) the potential need to complete asset sales in order to repay indebtedness or as an
additional source of working capital; (e) certain limitations created by covenants in agreements
governing our indebtedness; (f) our reliance upon distributions from unconsolidated real estate joint
ventures which we do not control to support working capital; and (g) cash flow generated from
redevelopments may not yield expected returns;
•
risks of joint venture ownership and joint venture activities, where we do not wholly own or control
those joint ventures;
•
the sufficiency of insurance coverage;
•
environmental/safety requirements, remediation and other costs;
•
governmental and other regulatory requirements, approvals, actions and initiatives, such as usage,
zoning and taxes;
•
potential disruptions in computer systems needed to operate our business;
•
the ability to attract and maintain senior management and key employees;
•
control by our parent and its affiliates;
•
downgrades in our credit rating;
•
the level and volatility of interest rates; and
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•
other risks identified in this Annual Report or in other documents that we make publicly available.
Except as may be required by law, we undertake no obligation to publicly update or revise these forward-looking
statements, whether as a result of new information, future events or otherwise.
Unless otherwise stated or indicated by context, all references to “we,” “us,” “our,” “ours,” “Brixmor” or the
“Company” in this Annual Report refer to Brixmor LLC and its wholly owned and majority owned subsidiaries and
consolidated entities, and all references to "BPG" refer to Brixmor Property Group Inc. and its wholly owned and
majority owned subsidiaries and consolidated entities. As used herein, the term “Predecessor” refers to the
Company prior to the Acquisition (as defined below), and the term “Successor” refers to the Company subsequent to
the Acquisition.
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Item 1. Business
General
We are a Maryland limited liability company and an owner and operator of community and neighborhood shopping
centers in the United States. As of December 31, 2012, we owned interests in 564 properties (the “Total Portfolio”) as
summarized in the table below, including 155 wholly owned properties and one property held through a consolidated joint
venture (collectively, our “Consolidated Portfolio”), with an occupancy rate of 86%, and 408 properties held through
unconsolidated real estate joint ventures (the “Unconsolidated Portfolio”), with an occupancy rate of 91%:
Portfolio
Consolidated Portfolio
GLA (1)
Properties
Community and neighborhood shopping centers
Related retail assets
Land parcels
144
5
7
156
23,618,464
192,976
—
23,811,440
400
5
3
408
65,618,799
90,289
—
65,709,088
544
10
10
564
89,237,263
283,265
—
89,520,528
Unconsolidated Portfolio
Community and neighborhood shopping centers
Related retail assets
Land parcels
Total Portfolio
Community and neighborhood shopping centers
Related retail assets
Land parcels
(1)
Represents gross leasable area (“GLA”) in square feet and includes 100% of properties owned by
unconsolidated real estate joint ventures.
On June 28, 2011, through the acquisition of our indirect parent, we were acquired by an affiliate of Blackstone Real
Estate Partners VI, L.P. (“BREP VI”) (as further described below) and are now indirectly wholly owned by Brixmor
Property Group Inc. ("BPG"). BPG is the second largest owner of community and neighborhood shopping centers (by
GLA) in the United States and as of December 31, 2012, it is also the largest landlord (by GLA) in the United States to
The TJX Companies, The Kroger Co. and Dollar Tree Stores, Inc., among others.
Our principal executive offices are located at 420 Lexington Avenue, New York, New York 10170, where our telephone
number is (212) 869-3000.
Corporate History and Recent Transactions
We were organized in Maryland in February 2007 and are the successor by merger to New Plan Excel Realty Trust, Inc.
(“New Plan”), a self-administered and self-managed equity real estate investment trust formed in 1972. In April 2007,
New Plan was acquired by certain affiliates of Centro Properties Group (“CNP”) and became the surviving entity and an
indirect wholly owned subsidiary (formerly Centro NP LLC), and our employees became employees of a separate indirect
wholly owned subsidiary, Brixmor Management Joint Venture 2, LP (formerly, Centro US Management Joint Venture
2, LP) (the “Management Subsidiary”).
On February 28, 2011, BPG, an affiliate of BREP VI agreed to purchase certain United States assets and management
platform, including the indirect ownership interests in us, of CNP and its managed funds (the “Acquisition” and, together
with the related financings, asset acquisitions and other transactions, the “Transactions”). On June 28, 2011, the
Acquisition was consummated, resulting in BPG acquiring 585 properties for approximately $9.0 billion, net of cash
acquired for $0.1 billion. The consideration for the Transactions included approximately $1.2 billion in cash and $7.8
billion of assumed indebtedness (the “Consideration”).
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The Consideration was funded through BREP VI making an initial capital contribution of approximately $2.3 billion, and
following the closing of the Transactions, $0.9 billion of cash was used to repay a portion of the outstanding indebtedness
assumed. In addition, approximately $1.5 billion of debt financing was obtained, which is secured by 115 community and
neighborhood shopping centers, and BPG repaid and/or refinanced approximately $2.4 billion of assumed indebtedness
with the proceeds from this debt financing. As a result of the Transactions, we are now indirectly wholly owned by BPG.
Additionally, in connection with the Transactions, on June 28, 2011 (i) 21 properties which were not previously wholly
owned by us were conveyed to us by certain affiliated entities; (ii) our ownership interest in Brixmor GA America LLC
(the “Galileo JV”) increased from 5% to 49%; (iii) we, via our 49% interest in Brixmor Residual Holding LLC (the
"Residual JV"), acquired an interest in an additional 156 properties that were conveyed to the Residual JV by certain of its
affiliated entities (other than us); and (iv) we distributed to BPG the ownership interests in an entity which was the
property manager for 98 properties.
Strategy
Our strategy is to own a high quality, diversified portfolio of commercial retail properties, primarily grocery-anchored
community and neighborhood shopping centers, expected to provide stable cash flows, as well as opportunity for growth
and value-appreciation. We seek to implement this strategy by:
•
•
•
•
•
•
•
•
proactively managing our properties, including maximizing rents and increasing occupancy;
leveraging our leasing capabilities to grow income;
redeveloping and upgrading our properties, where appropriate;
utilizing our platform to grow ancillary income at little or no investment costs;
selectively acquiring well-located community and neighborhood shopping centers, or fee and leasehold position
not owned by us at our existing shopping centers;
effecting strategic asset dispositions and reinvesting the capital created by those transactions;
seeking to reduce risk through geographic, tenant and retail format diversification within our Total Portfolio; and
maintaining a stable financial position.
We believe that we are positioned to operate competitively and achieve our strategic goals. In addition, by focusing our
Total Portfolio on community and neighborhood shopping centers, our tenants conveniently provide necessity and valueoriented merchandise, which includes a range of groceries, services and general merchandise, appealing to today's
consumers in our local trade areas. We believe that this merchandise mix makes us less vulnerable to macro-economic
cycles.
Proactive Management
BPG provides fully integrated property management and leasing for our properties, as well as redevelopment services.
BPG proactively manages our properties, with an emphasis on maintaining high occupancy rates with a strong base of
nationally and regionally recognized anchor tenants that generate substantial daily traffic. BPG's strong relationships with
its leading retailers affords it insight into their strategies and expansion plans. It also enables it to efficiently provide
multiple locations to its retailers, including at properties within our Consolidated Portfolio and Unconsolidated Portfolio.
Currently, our key objectives are to create value at the asset level and grow cash flow by increasing occupancy, as well as
by increasing rental rates through the renewal of expiring leases and leasing of space to new tenants with limited period of
vacancy. We also seek opportunities to refurbish, renovate and redevelop existing properties, as appropriate, including
expanding or repositioning existing tenants; to develop undeveloped outparcels; and to minimize overhead and operating
costs. We also leverage BPG's ancillary income program as an additional source of revenue, targeting non-traditional
retailing vendors to take advantage of vacant or underused space, as well as spaces within our parking fields, at little or no
investment.
In order to support its leasing and management efforts, BPG has a network of field offices throughout the country, each of
which is responsible for managing the leasing, property management and maintenance of properties in its area. This
operating platform, as well as the corresponding regional and local market expertise, enables BPG to efficiently capitalize
on market and retailing trends. During 2012, 602 leases were executed in our Consolidated Portfolio totaling 3.6 million
square feet of GLA, including 185 new leases totaling 1.0 million square feet of GLA. The average rent under these new
leases increased 16.8% on comparable space from the prior tenant's rent.
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As we generally own our properties for long-term investment with the goal of increasing the value of our Total Portfolio
and asset/capital appreciation, BPG regularly monitors the physical condition of our properties and the financial condition
of our tenants. We are currently improving the general appearance of certain of our properties by upgrading existing
facades, updating signage, resurfacing parking lots and improving exterior lighting, while also maintaining competitive
tenant occupancy costs.
Redevelopment
We, together with BPG, evaluate our Total Portfolio on an ongoing basis to identify accretive redevelopment
opportunities. Our redevelopment efforts are tenant driven and generally focus on renovating, re-tenanting and
repositioning assets. We intend to fund redevelopment efforts through cash from operations, distributions from the
Residual JV and the Galileo JV and equity contributions from BPG, enabling us to increase our project pipeline. Potential
new projects include value-creation opportunities that have been previously identified within our Total Portfolio, as well
as new opportunities created by the continued lack of meaningful community and neighborhood shopping center
development in the United States. As a result of the lack of new development, redevelopment opportunities are critical to
meet the space requirements of new store growth and evolving prototypes of our retailers.
During 2012, we completed seven redevelopment projects in our Consolidated Portfolio, the aggregate cost of which,
including costs incurred in prior years on these projects, was approximately $30.3 million. Our current in-process
redevelopments in our Consolidated Portfolio are comprised of six projects, the aggregate cost of which, including costs
incurred in prior years on these projects, is expected to be approximately $28.1 million. Two of these projects were
commenced during the last six months of 2012, and we intend to continue to expand the number of properties under
redevelopment.
Properties in our Unconsolidated Portfolio may also be redeveloped and, during 2012, 17 redevelopment projects in our
Unconsolidated Portfolio were completed, the aggregate cost of which, including costs incurred in prior years on these
projects, was approximately $34.2 million, of which our pro rata share was approximately $16.8 million. Current inprocess redevelopments in our Unconsolidated Portfolio are comprised of 25 properties, the aggregate cost of which,
including costs incurred in prior years, is expected to be approximately $92.0 million, of which our pro rata share is
expected to be approximately $45.1 million. The redevelopment projects in our Unconsolidated Portfolio will be funded
with cash generated by the unconsolidated joint ventures' operations and/or asset sales.
Acquisition of Properties
We may seek to expand our Consolidated Portfolio and Unconsolidated Portfolio by making selective, opportunistic
acquisitions of well-located community and neighborhood shopping centers, and fee and leasehold positions not owned
by us at our existing shopping centers. Such acquisitions may involve stabilized, income-producing community and
neighborhood shopping centers, as well as shopping centers that require significant re-tenanting and redevelopment where
we believe that our ability to leverage our relationships with retailers and use our management capabilities will allow us
to create value. We may also seek to acquire un-owned anchors and land parcels at our shopping centers in order to
facilitate redevelopment projects. Going forward, we intend to focus on acquiring assets that complement our Total
Portfolio or provide growth opportunity, including properties located in target markets defined as major population
centers. We also expect that acquisitions will be accretive to our operating and qualitative metrics.
During 2012, we acquired two retail buildings, which were previously unowned buildings at two of our existing shopping
centers, in our Consolidated Portfolio for approximately $3.2 million.
We intend to finance acquisitions through the reinvestment of capital generated from asset sales, internally generated
capital from operations, distributions from the Residual JV and the Galileo JV and equity contributions from BPG.
Disposition of Properties
We generally hold our properties and property interests for investment and the production of rental income and not for
sale to customers or other buyers in the ordinary course of our business. However, to maximize value, we continually
analyze each asset in our Total Portfolio and identify those non-core properties and property interests that can be sold or
exchanged in light of prevailing market conditions and the particular characteristics of each property. Through this
strategy, we seek to continually improve the quality of our property portfolio by disposing of properties and property
interests that have limited growth potential or are not a strategic fit within our Total Portfolio given their demographic,
credit and geographic features. We may also seek to sell land parcels or single-tenant buildings at existing shopping
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centers in order to maximize returns. In addition, we may engage from time to time in like-kind property exchanges,
which allow us to dispose of properties and property interests and reinvest proceeds in a tax-efficient manner.
During 2012, we disposed of 17 shopping centers, one related retail asset, one land parcel and two buildings in our
Consolidated Portfolio for aggregate net proceeds of $45.9 million. In addition, during 2012, we generated approximately
$3.6 million in net proceeds from our pro rata share of the dispositions of certain properties and land parcels held by our
unconsolidated real estate joint ventures.
Portfolio Diversification
We seek to reduce risk through diversification achieved by the geographic distribution of our properties, the breadth of
our tenant base and a balanced mix of community and neighborhood shopping centers. Properties in our Consolidated
Portfolio are strategically located across 30 states and throughout more than 75 metropolitan markets as defined by the
United States Office of Management and Budget, with 65% of our annualized base rental revenue (“ABR”) derived from
shopping centers located in the top 40 United States metro markets by population. By owning a combination of
community shopping centers and neighborhood shopping centers, we conveniently provide both a necessity and valueoriented merchandise mix, which includes a range of groceries, services and general merchandise. As a result, our ten
largest tenants account for 20.9% of our ABR, and our two largest tenants, The Kroger Co. and Wal-Mart Stores, Inc.,
only account for 3.5% and 2.6%, respectively, of our consolidated ABR. In addition, our largest shopping center
represents only 3.2% of consolidated ABR.
Financing Strategy
We intend to fund redevelopments of existing assets and future acquisition opportunities with the most advantageous
sources of capital available to us at the time, which may include cash generated from operations, distributions from the
Residual JV and the Galileo JV, equity contributions from BPG, proceeds from the refinancing of debt and from asset
sales. Our financing strategy is to timely address all near-term maturities, reduce interest rate costs while managing
floating rate exposure and maintain or improve credit ratios through selected opportunities to de-lever.
Competition
We face considerable competition in the leasing of real estate, which is a highly competitive market. We compete with a
number of other companies in providing leases to prospective tenants and in re-letting space to current tenants upon
expiration of their respective leases. If our tenants decide not to renew, or extend their leases upon expiration, we may not
be able to re-let the space. Even if the tenants do renew or we can re-let the space, the terms of renewal or re-letting,
including the cost of required renovations or concessions to tenants, may be less favorable or more costly than current
lease terms or than expectations for the space. We believe that the principal competitive factors in attracting tenants in our
market areas are location, co-tenants and physical conditions of our properties. In this regard, BPG proactively manages
and, where and when appropriate, redevelops and upgrades, our properties, with an emphasis on maintaining high
occupancy rates with a strong base of nationally and regionally recognized anchor tenants that generate substantial daily
traffic. In addition, we believe that the breadth of our national portfolio of properties, and the local knowledge and market
intelligence derived from our regional operating team, allow us to maintain a competitive position.
Environmental Exposure
We are subject to federal, state and local environmental regulations that apply generally to the ownership of real property
and the operations conducted on real property. Under various federal, state and local laws, ordinances and regulations, we
may be considered an owner or operator of real property or may have arranged for the disposal or treatment of hazardous
or toxic substances or petroleum product releases at a property and, therefore, may become liable for the costs of removal
or remediation of certain hazardous substances released on or in our property or disposed of by us or our tenants, as well
as certain other potential costs which could relate to hazardous or toxic substances (including governmental fines and
injuries to persons and property). Such liability may be imposed whether or not we knew of, or were responsible for, the
presence of these hazardous or toxic substances. As is common with community and neighborhood shopping centers,
many of our properties had or have on-site dry cleaners and/or on-site gasoline retailing facilities. These operations could
potentially result in environmental contamination at the properties. The cost of investigation, remediation or removal of
such substances may be substantial, and the presence of such substances, or the failure to properly remediate such
substances, may adversely affect our ability to sell or rent such property or to borrow using such property as collateral.
We are aware that soil and groundwater contamination exists at some of our properties. The primary contaminants of
concern at these properties include perchloroethylene and trichloroethylene (associated with the operations of on-site dry
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cleaners) and petroleum hydrocarbons (associated with the operations of on-site gasoline retailing facilities). There may
also be asbestos-containing materials at some of our properties. While we do not expect the environmental conditions at
our properties, for which exposure has been mitigated through insurance coverage specific to environmental conditions,
considered as a whole, to have a material adverse effect on us, there can be no assurance that this will be the case.
Further, no assurance can be given that any environmental studies performed have identified or will identify all material
environmental conditions that may exist with respect to any of the properties in our Total Portfolio.
Employees
As of December 31, 2012, BPG, which manages our assets, had 487 employees.
Available Information
We intend to continue to file with the U.S. Bank Trust National Association (the “Trustee”) annual reports, quarterly
reports and other documents we are required to file with the Trustee pursuant to the indentures, dated as of March 29,
1995 (as amended or supplemented, the “1995 Indenture”), February 3, 1999 (as amended or supplemented, the “1999
Indenture”) and January 30, 2004 (as amended or supplemented, the “2004 Indenture” and, collectively, the “Indentures”),
governing our outstanding senior notes. In addition, we will make available free of charge such annual reports, quarterly
reports, current reports and other documents on the website of our affiliate, www.brixmor.com, pursuant to the Indentures.
The information contained on our website is not incorporated by reference herein and is not part of this Annual Report.
Financial Information about Industry Segments
Our principal business is the ownership and operation of community and neighborhood shopping centers. We do not
distinguish or group our operations on a geographical basis when measuring performance. Accordingly, we believe we
have a single reportable segment for disclosure purposes in accordance with accounting principles generally accepted in
the United States (“GAAP”). In the opinion of our management, no material part of our and our subsidiaries' business is
dependent upon a single tenant, the loss of any one of which would have a material adverse effect on us, and no one
tenant accounts for 5% or more of our consolidated revenues. As of December 31, 2012, our largest tenants were The
Kroger Co., Wal-Mart Stores, Inc. and Publix Super Markets, Inc., the scheduled ABR for which represented 3.5%, 2.6%
and 2.4%, respectively, of our Consolidated Portfolio total ABR. During 2012, no one property and no one tenant
accounted for more than 5% of our consolidated assets or consolidated revenues. See the Consolidated Financial
Statements and notes thereto included in Item 8 of this Annual Report for geographic area disclosures.
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Item 1A. Risk Factors
Set forth below are the risks that we believe are material to our business and results of operations. The occurrence
of any of the following could materially and adversely affect our cash flows, financial condition, results of
operations and/or our ability to meet our operating expenses, including debt service and capital expenditure
obligations, any or all of which could in turn cause a decline in the value of our securities. These risks are not the
only risks that we face, and our business operations could also be affected by additional factors that are not presently
known to us or that we currently consider to be immaterial to our operations. Unless otherwise stated or indicated
by context, the following risk factors apply equally to our unconsolidated real estate joint ventures and the properties
held by such unconsolidated real estate joint ventures.
Adverse global, national and regional economic, market and real estate conditions may adversely affect our
performance. Properties in our Total Portfolio consist of community and neighborhood shopping centers and other
related retail properties. Our performance is, therefore, subject to risks associated with owning and operating real
estate, including (i) changes in national, regional and local economic climates; (ii) local conditions, including an
oversupply of space in, or a reduction on demand for, properties similar to those in our Total Portfolio; (iii) the
attractiveness of properties in our Total Portfolio to tenants; (iv) the financial stability of tenants, including the
ability of tenants to pay rent; (v) competition from other available properties; (vi) changes in market rental rates;
(vii) the need to periodically fund the costs to repair, renovate and re-let space; (viii) changes in operating costs,
including costs for maintenance, utilities, insurance and real estate taxes; (ix) earthquakes, tornados, hurricanes and
other natural disasters, civil unrest, terrorist acts or acts of war, which may result in uninsured or underinsured
losses; (x) the fact that the expenses of owning and operating properties are not necessarily reduced when
circumstances such as market factors and competition cause a reduction in income from the properties; and (xi)
changes in laws and governmental regulations, including those governing usage, zoning, the environment and taxes.
Additionally, because properties in our Total Portfolio consist primarily of shopping centers, our performance is
linked to general economic conditions in the market for retail space. The market for retail space has been and may
continue to be adversely affected by weakness in the national, regional and local economies, the adverse financial
condition of some large retailing companies, the consolidation in the retail sector, the excess amount of retail space
in certain markets and increasing consumer purchases via the Internet. To the extent that any of these conditions
worsen, they are likely to affect market rents and overall demand for retail space. In addition, we may face
challenges in property management and maintenance or incur increased operating costs, such as real estate taxes,
insurance and utilities, which may make properties unattractive to tenants. The loss of rental revenues from a
number of our tenants and our inability to replace such tenants may adversely affect our profitability and ability to
meet our debt and other financial obligations.
We face considerable competition in the leasing market and may be unable to renew leases or re-let space as
leases expire. We compete with a number of other companies in providing leases to prospective tenants and in reletting space to current tenants upon expiration of their respective leases. If our tenants decide not to renew or
extend their leases upon expiration, we may not be able to re-let the space. Even if the tenants do renew or we can
re-let the space, the terms of renewal or re-letting, including the cost of required renovations or concessions to
tenants, may be less favorable or more costly than current lease terms or than expectations for the space. As of
December 31, 2012, leases were scheduled to expire on a total of approximately 11.9% of the space at our properties
in our Consolidated Portfolio during 2013. We may be unable to promptly renew the leases or re-let this space, or
the rental rates upon renewal or re-letting may be significantly lower than expected rates, which could adversely
affect our business, results of operations and cash flows.
Our performance depends on the collection of rent from the tenants at the properties in our Total Portfolio, those
tenants' financial condition and those tenants maintaining their leases. A substantial portion of our income is
derived from rental income from real property. As a result, our performance depends on the collection of rent from
tenants at the properties in our Total Portfolio. Our income would be negatively affected if a significant number of
the tenants at the properties in our Total Portfolio or any major tenants (i) decline to extend or renew leases upon
expiration; (ii) renew leases at lower rates; (iii) fail to make rental payments when due; (iv) experience a downturn
in its business; or (v) become bankrupt or insolvent.
Any of these actions could result in the termination of the tenant's lease and our loss of rental income. In addition,
under certain lease agreements, lease terminations by an anchor tenant or a failure by that anchor tenant to occupy
the premises could also result in lease terminations or reductions in rent by other tenants in such shopping centers.
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In these events, we cannot be certain that any tenant whose lease expires will renew or that we will be able to release space on economically advantageous terms. The loss of rental revenues from a number of tenants and
difficulty replacing such tenants, particularly in the case of a substantial tenant with leases in multiple locations, may
adversely affect our profitability and our ability to meet debt and other financial obligations.
Real estate property investments are illiquid, and it may not be possible to dispose of assets when appropriate or
on favorable terms. Real estate property investments generally cannot be disposed of quickly, and a return of
capital and realization of gains, if any, from an investment generally occur upon the disposition or refinancing of the
underlying property. We may be unable to realize our investment objectives by sale, other disposition or refinancing
at attractive prices or within any desired period of time. In addition, we do not currently have a credit facility and
may depend on selective asset sales to generate cash proceeds to fund long-term operations, to pay our debt
obligations or for other corporate purposes. The ability to sell assets in our Total Portfolio is also restricted by
certain covenants in our debt agreements, including our Indentures, and the debt agreements of our unconsolidated
real estate joint ventures. As a result, we may be required to dispose of assets on less than favorable terms, if at all,
and we may be unable to vary our portfolio in response to economic or other conditions, which could adversely
affect our financial position.
Our current sources of capital may be insufficient to satisfy our financial obligations. We fund our capital needs
from cash generated from operations, distributions from the Residual JV and the Galileo JV, equity contributions
from BPG, and proceeds from the refinancing of debt and asset sales. If any of these sources of liquidity are
unavailable or are not available on favorable terms or in sufficient amounts, we may be unable to satisfy our
financial obligations.
Our cash flows and operating results could be adversely affected by required payments of debt or related interest
and other risks of our debt financing. We are generally subject to risks associated with debt financing. These risks
include: (i) our cash flow may not be sufficient to satisfy required payments of principal and interest; (ii) we may
not be able to refinance existing indebtedness on our properties as necessary or the terms of the refinancing may be
less favorable to us than the terms of existing debt; (iii) required debt payments are not reduced if the economic
performance of any property declines; (iv) debt service obligations could reduce funds available for distribution to
our security holders and funds available for capital investment; (v) any default on our indebtedness could result in
acceleration of those obligations and possible loss of property to foreclosure; and (vi) the risk that necessary capital
expenditures for purposes such as re-leasing space cannot be financed on favorable terms. If a property is mortgaged
to secure payment of indebtedness and we cannot make the mortgage payments, we may have to surrender the
property to the lender with a consequent loss of any prospective income and equity value from such property. Any
of these risks could place strains on our cash flows, reduce our ability to grow and adversely affect our results of
operations.
Mortgage debt obligations expose us to the possibility of foreclosure, which could result in the loss of our
investment in a property or group of properties subject to mortgage debt. As of December 31, 2012, we had
approximately $984.7 million of mortgage debt outstanding, excluding the impact of unamortized premiums, and
our unconsolidated real estate joint ventures had approximately $5.1 billion of mortgage loans and term loan
indebtedness outstanding, excluding the impact of premiums and discounts. If a property or group of properties is
mortgaged to secure payment of debt and we or our unconsolidated real estate joint ventures are unable to meet
mortgage payments, the holder of the mortgage or lender could foreclose on the property, resulting in a loss of our
investment. Alternatively, if we or our unconsolidated real estate joint ventures decide to sell assets in the current
market to raise funds to repay matured debt, it is possible that these properties will be disposed of at a loss. Also,
certain of the mortgages contain customary negative covenants which, among other things, limit our ability, without
the prior consent of the lender, to further mortgage the property, to enter into new leases or materially modify
existing leases.
Covenants in our debt agreements and the debt agreements of our unconsolidated real estate joint ventures may
restrict our operating activities and the operating activities of our unconsolidated real estate joint ventures and
adversely affect our financial condition. Our debt agreements, including our Indentures, and the debt agreements
of our unconsolidated real estate joint ventures, contain financial and/or operating covenants, including, among other
things, certain coverage ratios, as well as limitations on the ability to incur secured and unsecured debt and/or
transfer assets. These covenants may limit our operational flexibility and acquisition and disposition activities and
the same for our unconsolidated real estate joint ventures. Moreover, if any of the covenants in these debt
agreements are breached and not cured within the applicable cure period, we, or our unconsolidated real estate joint
- 12 -
ventures, could be required to repay the debt immediately, even in the absence of a payment default. As a result, a
default under applicable debt covenants could have an adverse effect on our financial condition or results of
operations.
Current and future redevelopment or real estate property acquisitions may not yield expected returns. We and our
unconsolidated real estate joint ventures are involved in several redevelopment projects and may invest in additional
redevelopment projects and property acquisitions in the future. Redevelopment and property acquisitions are subject
to a number of risks, including: (i) abandonment of redevelopment or acquisition activities after expending resources
to determine feasibility; (ii) construction and/or lease-up delays; (iii) cost overruns, including construction costs that
exceed original estimates; (iv) failure to achieve expected occupancy and/or rent levels within the projected time
frame, if at all; (v) inability to operate successfully in new markets where new properties are located; (vi) inability to
successfully integrate new properties into existing operations; (vii) difficulty obtaining financing on acceptable
terms or paying operating expenses and debt service costs associated with redevelopment properties prior to
sufficient occupancy; (viii) delays or failures to obtain necessary zoning, occupancy, land use and other
governmental permits; and (ix) changes in zoning and land use laws. If any of these events occur, overall project
costs may significantly exceed initial cost estimates, which could result in reduced returns or losses from such
investments. In addition, we may not have sufficient liquidity to fund such projects, and delays in the completion of
a redevelopment project may provide various tenants the right to withdraw from a property.
We do not have 100% ownership in our unconsolidated real estate joint ventures, and we could be adversely
affected by a lack of sole decision-making authority and reliance on the unconsolidated real estate joint venture
partners' financial condition. We have invested in some properties as a co-venturer or partner, instead of wholly
owning such properties. In these investments, we do not have exclusive decision-making authority over the
development, financing, leasing, management and other aspects of these investments. As a result, the co-venturer or
partner might have interests or goals that are inconsistent with ours, take action contrary to our interests or otherwise
impede our objectives. These investments involve risks and uncertainties. The co-venturer or partner may fail to
provide capital or fulfill its obligations, which may result in certain liabilities to us for guarantees and other
commitments, conflicts arising between us and our partners and the difficulty of managing and resolving such
conflicts, and the difficulty of managing or otherwise monitoring such business arrangements. The co-venturer or
partner also might become insolvent or bankrupt, which may result in significant losses to us. Although our
unconsolidated real estate joint venture arrangements may allow us to share risks with our joint venture partners,
these arrangements may also decrease our ability to manage risk.
Unconsolidated real estate joint ventures implicate additional risks, such as: (i) potentially inferior financial
capacity, diverging business goals and strategies and the need for our joint venture partner's continued cooperation;
(ii) our inability to take actions with respect to the joint venture activities that we believe are favorable if our joint
venture partner does not agree; (iii) our inability to control the legal entity that has title to the real estate associated
with the unconsolidated real estate joint venture; (iv) lenders may not be easily able to sell our unconsolidated real
estate joint venture assets and investments or may view them less favorably as collateral, which could negatively
affect our liquidity and capital resources; (v) our unconsolidated joint venture partners can take actions that we may
not be able to anticipate or prevent, which could result in negative impacts on our debt and equity; and (vi) our
unconsolidated joint venture partners' business decisions or other actions or omissions may result in harm to our
reputation or adversely affect the value of our investments.
As of December 31, 2012, we had approximately $767.3 million of investments in and advances to seven
unconsolidated real estate joint ventures that own an aggregate of 408 properties in our Total Portfolio. The largest
of these investments are our investments in the Residual JV and the Galileo JV. We have a 49% equity interest in
each of the Residual JV and the Galileo JV. As of December 31, 2012, the Residual JV owned 305 shopping centers
through its consolidated entities, 22 of which shopping centers were under redevelopment as of such date. The
Residual JV also had an interest in one property held through an unconsolidated real estate joint venture. As of
December 31, 2012, the Galileo JV owned 94 shopping centers through its consolidated entities, three of which
shopping centers were under redevelopment as of such date.
An uninsured loss on properties or a loss that exceeds the limits of our insurance policies could result in a loss of
our investment or related revenue in our Total Portfolio. We carry comprehensive liability, fire, extended
coverage, rental loss and acts of terrorism insurance with policy specifications and insured limits customarily carried
for similar properties. There are, however, certain types of losses, such as from hurricanes, terrorism, wars or
earthquakes, which may be uninsurable, or the cost of insuring against such losses may not be economically
- 13 -
justifiable. In addition, tenants generally are required to indemnify and hold us harmless from liabilities resulting
from injury to persons or damage to personal or real property, on or off the premises, due to activities conducted by
tenants or their agents on the properties (including without limitation any environmental contamination), and at the
tenant's expense, to obtain and keep in full force during the term of the lease, liability and property damage
insurance policies. However, tenants may not properly maintain their insurance policies or have the ability to pay the
deductibles associated with such policies. In addition, if the damaged properties are subject to recourse
indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably
damaged. Should a loss occur that is uninsured or in an amount exceeding the combined aggregate limits for the
policies noted above, or in the event of a loss that is subject to a substantial deductible under an insurance policy, we
could lose all or part of our capital invested in, and anticipated revenue from, one or more of the properties, which
could have a material adverse effect on our operating results and financial condition.
Environmental conditions that exist at some of our properties could result in significant unexpected costs. We
are subject to federal, state and local environmental regulations that apply generally to the ownership of real
property and the operations conducted on real property. Under various federal, state and local laws, ordinances and
regulations, we may be considered an owner or operator of real property or may have arranged for the disposal or
treatment of hazardous or toxic substances or petroleum product releases at a property and, therefore, may become
liable for the costs of removal or remediation of certain hazardous substances released on or in our property or
disposed of by us or our tenants, as well as certain other potential costs which could relate to hazardous or toxic
substances (including governmental fines and injuries to persons and property). Such liability may be imposed
whether or not we knew of, or were responsible for, the presence of these hazardous or toxic substances. As is
common with community and neighborhood shopping centers, many of our properties had or have on-site dry
cleaners and/or on-site gasoline retailing facilities. These operations could potentially result in environmental
contamination at the properties. The cost of investigation, remediation or removal of such substances may be
substantial, and the presence of such substances, or the failure to properly remediate such substances, may adversely
affect our ability to sell or rent such property or to borrow using such property as collateral.
We are aware that soil and groundwater contamination exists at some of our properties. The primary contaminants
of concern at these properties include perchloroethylene and trichloroethylene (associated with the operations of onsite dry cleaners) and petroleum hydrocarbons (associated with the operations of on-site gasoline retailing facilities).
There may also be asbestos-containing materials exist at some of our properties. While we do not expect the
environmental conditions at our properties, considered as a whole, to have a material adverse effect on us, there can
be no assurance that this will be the case. Further, no assurance can be given that any environmental studies
performed have identified or will identify all material environmental conditions that may exist with respect to any of
the properties in our Total Portfolio.
Further information relating to recognition of remediation obligation in accordance with GAAP is provided in the
Consolidated Financial Statements and notes thereto included in this Annual Report.
Compliance with the Americans with Disabilities Act and fire, safety and other regulations may require us to
make expenditures that adversely affect our cash flows. All of the properties in our Total Portfolio are required to
comply with the Americans with Disabilities Act (“ADA”). The ADA has separate compliance requirements for
“public accommodations” and “commercial facilities,” but generally requires that buildings be made accessible to
people with disabilities. Compliance with the ADA requirements could require removal of access barriers, and
noncompliance could result in imposition of fines by the United States government or an award of damages to
private litigants, or both. While the tenants to whom properties are leased are obligated by law to comply with the
ADA provisions, and typically under tenant leases are obligated to cover costs associated with compliance, if
required changes involve greater expenditures than anticipated, or if the changes must be made on a more
accelerated basis than anticipated, the ability of these tenants to cover costs could be adversely affected. As a result,
we could be required to expend funds to comply with the provisions of the ADA, which could adversely affect the
results of operations and financial condition. In addition, we are required to operate the properties in compliance
with fire and safety regulations, building codes and other land use regulations, as they may be adopted by
governmental agencies and bodies and become applicable to the properties. We may be required to make substantial
capital expenditures to comply with those requirements, and these expenditures could have a material adverse effect
on our ability to meet the financial obligations.
Our real estate assets may be subject to impairment charges. On a periodic basis, we assess whether there are any
indicators that the value of our real estate assets and other investments may be impaired. A property's value is
- 14 -
impaired only if the estimate of the aggregate future cash flows (undiscounted and without interest charges) to be
generated by the property are less than the carrying value of the property. In our estimate of cash flows, we consider
factors such as expected future operating income, trends and prospects, the effects of demand, competition and other
factors. If we are evaluating the potential sale of an asset or development alternatives, the undiscounted future cash
flows considers the most likely course of action at the balance sheet date based on current plans, intended holding
periods and available market information. We are required to make subjective assessments as to whether there are
impairments in the value of our real estate assets and other investments. These assessments may have a direct impact
on our earnings because recording an impairment charge results in an immediate negative adjustment to earnings.
There can be no assurance that we will not take additional charges in the future related to the impairment of our
assets. Any future impairment could have a material adverse effect on our results of operations in the period in
which the charge is taken.
We face risks relating to cybersecurity attacks that could cause loss of confidential information and other
business disruptions. We rely extensively on computer systems to process transactions and manage our business,
and our business is at risk from and may be impacted by cybersecurity attacks. These could include attempts to gain
unauthorized access to our data and computer systems. Attacks can be both individual and/or highly organized
attempts organized by very sophisticated hacking organizations. We employ a number of measures to prevent,
detect and mitigate these threats. These measures include password protection, frequent password change events,
firewall detection systems, frequent backups, a redundant data system for core applications and annual penetration
testing, there is no guarantee such efforts will be successful in preventing a cyber attack. A cybersecurity attack
could compromise the confidential information of our employees, tenants, and vendors. A successful attack could
disrupt and affect the business operations.
We and BPG are highly dependent upon senior management, and failure to attract and retain key members of
senior management could have a material adverse effect on us. We and BPG are highly dependent on the
performance and continued efforts of the senior management team. Our future success is dependent on our and
BPG's ability to continue to attract and retain qualified executive officers and senior management. Any inability to
manage our operations effectively could have a material adverse effect on our business, financial condition, results
of operations, cash flow, capital resources and liquidity.
BREP VI and certain of its affiliates indirectly control substantially all of our equity interests and may have
conflicts of interest with us or our investors in the future. BREP VI and certain investment funds affiliated with
BREP VI collectively beneficially own substantially all of our equity interests, and their designees hold a majority of
the seats on BPG's board of directors. As a result, BREP VI and its affiliates have control over our decisions to enter
into any significant corporate transactions. So long as BREP VI and investment funds affiliated with BREP VI
continue to directly or indirectly control a significant amount of our equity interests, they will continue to be able to
strongly influence or effectively control our decisions. Additionally, BREP VI and its affiliates are in the business of
making investments in companies and may, from time to time, acquire and hold interests in businesses that compete
directly or indirectly with us. BREP VI and its affiliates may also pursue acquisition opportunities that may be
complementary to our business and, as a result, those acquisition opportunities may not be available to us.
Item 1B. Unresolved Staff Comments
Not applicable
Item 2. Properties
Our ownership interests in real estate consist of our Consolidated Portfolio, which includes wholly owned properties
and properties consolidated in accordance with FASB Accounting Standards Codification (“ASC”) 323,
Investments-Equity Method and Joint Ventures, and our Unconsolidated Portfolio, which includes properties owned
by the unconsolidated real estate joint ventures in which we have an economic interest. Over time, we also have
entered into various strategic joint ventures with institutional investors and other partners to generate capital sources,
to create an opportunity to earn fees for property management, leasing and other related services. We, together with
our unconsolidated real estate joint venture partners, apply similar operating, investing and capital strategies to the
Unconsolidated Portfolio as we do with respect to our Consolidated Portfolio.
- 15 -
As of December 31, 2012, we owned interests in 564 properties, including 156 properties in our Consolidated
Portfolio and 408 properties held through unconsolidated real estate joint ventures. Of the 156 properties in our
Consolidated Portfolio, 148 properties are held in fee simple, and eight properties are held pursuant to ground leases.
60% of the ABR in our Total Portfolio is derived from shopping centers located in the top 40 U.S. metro markets by
population.
Our shopping centers are anchored by a mix of leading grocers, national and regional discount and general
merchandise retailers and category-dominant anchors. The average shopping center size in our Consolidated
Portfolio is approximately 164,000 square feet, with our properties located in high barrier-to-entry markets with an
average five-mile population density of approximately 230,000 and an average median household income 21%
greater than the national average. Our top markets by ABR include Houston, New York and Philadelphia.
A complete listing of properties in our Consolidated Portfolio at December 31, 2012 is as follows:
City
Brixmor LLC
Ownership Interest
Scottsboro
Brixmor LLC, 100%
42,130
1 Bakersfield Plaza
Bakersfield
Brixmor LLC, 100%
236,873
97.1% Burlington Coat Factory, CVS,
Lassens Natural Foods
2 Cudahy Plaza
Cudahy
Brixmor LLC, 100%
147,804
98.2% Big Lots, Kmart
3 Arbor Faire
Fresno
Brixmor LLC, 100%
191,456
99.0% Home Depot, PetSmart, Smart &
Final
4 Briggsmore Plaza
Modesto
Brixmor LLC, 100%
99,315
100.0% Dunhill Furniture, Grocery Outlet
5 Montebello Plaza
Montebello
Brixmor LLC, 100%
283,631
95.8% 99¢ Only, Albertsons, Best Buy,
CVS, Ross Dress for Less
6 Bristol Plaza
Santa Ana
Brixmor LLC, 100%
111,403
1 Arvada Plaza
Arvada
Brixmor LLC, 100%
95,236
100.0% Arc Thrift Store, King Soopers
2 Villa Monaco
Denver
Brixmor LLC, 100%
122,139
79.2% Walmart Neighborhood Market
3 Superior
Marketplace
Superior
Brixmor LLC, 100%
278,790
90.1% Ross Dress for Less, Sports
Authority, T.J. Maxx, Whole Foods
Market
Milford
Brixmor LLC, 100%
25,056
100.0% Xpect Discounts
1 Apopka Commons
Apopka
Brixmor LLC, 100%
42,507
100.0% Staples
2 Coconut Creek
Coconut
Creek
Brixmor LLC, 100%
265,671
74.8% Big Lots, Publix, Zero Gravity
3 Northgate S.C.
DeLand
Brixmor LLC, 100%
186,396
96.1% Publix
4 Sun Plaza
Ft. Walton
Beach
Brixmor LLC, 100%
158,118
95.6% Beall's, Office Depot, Publix, T.J.
Maxx
5 Ventura Downs
Kissimmee
Brixmor LLC, 100%
98,191
6 Mall at 163rd
Street
Miami
Brixmor LLC, 100%
370,132
62.4% Marshalls, Ross Dress for Less
7 Freedom Square
Naples
Brixmor LLC, 100%
211,839
96.8% Publix
8 Southgate
New Port
Richey
Brixmor LLC, 100%
238,838
89.1% Big Lots, Old Time Pottery, Publix
9 Pointe Orlando
84.8% Regal Cinemas
Property Name
GLA (1)
Percent Leased
(2)
Anchor Tenant
ALABAMA
1
Kroger
—
—
CALIFORNIA
100.0% Big Lots, PETCO, Rite Aid, Trader
Joe's
COLORADO
CONNECTICUT
1 Milford Center
FLORIDA
Orlando
Brixmor LLC, 100%
406,190
10 23rd Street Station
Panama City
Brixmor LLC, 100%
98,827
11 Nine Mile Square
Pensacola
Brixmor LLC, 100%
—
12 Pensacola Square
Pensacola
Brixmor LLC, 100%
142,767
13 Shoppes of
Victoria Square
Port St.
Lucie
Brixmor LLC, 100%
95,243
- 16 -
91.9% Publix Sabor
87.9% Publix
—
—
70.4% Beall's
87.3% Winn-Dixie
City
Brixmor LLC
Ownership Interest
14 Sarasota Village
Sarasota
Brixmor LLC, 100%
173,184
99.2% Big Lots, Crunch Gym,
HomeGoods, Publix
15 Atlantic Plaza
Satellite
Beach
Brixmor LLC, 100%
128,405
73.8% Publix
16 Seminole Plaza
Seminole
Brixmor LLC, 100%
146,579
97.4% Burlington Coat Factory, T.J. Maxx
17 Tyrone Gardens
St.
Petersburg
Brixmor LLC
(Consolidated JV),
100%
209,337
86.9% Big Lots, Winn-Dixie
1 Augusta West
Plaza
Augusta
Brixmor LLC, 100%
207,823
78.6% Burlington Coat Factory, Dollar
Tree, Let's Jump
2 Covered Bridge
Clayton
Brixmor LLC, 100%
61,375
3 Habersham
Crossing
Cornelia
Brixmor LLC, 100%
161,130
92.4% Peebles
4 Covington Gallery
Covington
Brixmor LLC, 100%
174,857
95.2% Ingles, Kmart
5 Banks Station
Fayetteville
Brixmor LLC, 100%
176,451
87.3% Cinemark, Food Depot, Staples
6 Merchants
Crossing
Newnan
Brixmor LLC, 100%
174,059
48.4% Kroger
7 University
Commons
Statesboro
Brixmor LLC, 100%
59,814
8 Stone Mountain
Festival
Stone
Mountain
Brixmor LLC, 100%
347,091
90.4% Hobby Lobby, Walmart Supercenter
1 Annex of Arlington
Arlington
Heights
Brixmor LLC, 100%
193,175
86.0% Barnes & Noble, Binny's Beverage
Depot, hhgregg, Trader Joe's
2 Festival Center
Bradley
Brixmor LLC, 100%
63,796
76.7% Big Lots, Dollar General
1 Elkhart Market
Centre
Goshen
Brixmor LLC, 100%
363,883
97.3% SAM'S CLUB, Walmart
2 Valley View Plaza
Marion
Brixmor LLC, 100%
29,974
96.0% Aaron's
3 Knox Plaza
Vincennes
Brixmor LLC, 100%
72,914
89.9% Aaron's, Ashley Jordan's Furniture
Store
Des Moines
Brixmor LLC, 100%
241,572
96.8% Burlington Coat Factory, Hobby
Lobby
1 Florence Square
Florence
Brixmor LLC, 100%
393,379
80.4% Kroger, T.J. Maxx
2 Highland
Commons
Glasgow
Brixmor LLC, 100%
130,466
98.9% Food Lion, Kmart
3 Towne Square
North
Owensboro
Brixmor LLC, 100%
163,161
98.1% Books-A-Million, Hobby Lobby,
Office Depot
4 Lexington Road
Plaza
Versailles
Brixmor LLC, 100%
197,668
1 Denham Springs
Plaza
Denham
Springs
Brixmor LLC, 100%
—
2 The Pines
Pineville
Brixmor LLC, 100%
179,039
97.8% Kmart, Super 1 Foods
Randallstown
Brixmor LLC, 100%
220,303
90.6% Marshalls, Walmart Supercenter
1 Grand Crossing
Brighton
Brixmor LLC, 100%
85,389
87.6% ACO Hardware, VG's Food
2 Farmington
Crossroads
Farmington
Brixmor LLC, 100%
86,470
96.1% Dollar Tree, Ollie's Bargain Outlet,
True Value Hardware
3 Silver Lake
Fenton
Brixmor LLC, 100%
77,302
96.9% Glik's, VG's Food
4 Silver Pointe
Fenton
Brixmor LLC, 100%
86,617
73.9% Dunham's Sports
5 Kentwood Center
Kentwood
Brixmor LLC, 100%
78,213
25.0% Dollar Tree
Property Name
GLA (1)
Percent Leased
(2)
Anchor Tenant
GEORGIA
28.8% Family Dollar
96.0% —
ILLINOIS
INDIANA
IOWA
1 Haymarket Mall
KENTUCKY
100.0% Kmart, Kroger
LOUISIANA
—
—
MARYLAND
1 Liberty Plaza
MICHIGAN
- 17 -
City
Brixmor LLC
Ownership Interest
6 Hampton Village
Centre
Rochester
Hills
Brixmor LLC, 100%
454,747
98.4% Best Buy, Emagine Theatre, Kohl's,
T.J. Maxx
7 West Ridge
Westland
Brixmor LLC, 100%
163,131
80.6% Bargain Club, Office Solutions, The
Tile Shop
8 Westland Crossing
Westland
Brixmor LLC, 100%
141,738
75.6% Gamerz, Planet Fitness
Brooklyn
Center
Brixmor LLC, 100%
185,883
75.6% Brookdale 8 Theater, Miracle
Empowerment Center, Pep Boys
Clinton
Brixmor LLC, 100%
112,148
98.8% Kroger
Osage Beach
Brixmor LLC, 100%
—
—
—
La Vista
Brixmor LLC, 100%
—
—
—
Reno
Brixmor LLC, 100%
160,096
46.3% Furniture Discounters
1 Laurel Square
Brick
Brixmor LLC, 100%
246,235
88.4% Kmart, Pathmark
2 the Shoppes at
Cinnaminson
Cinnaminson
Brixmor LLC, 100%
290,722
99.4% Burlington Coat Factory, Ross
Dress For Less, ShopRite
3 A&P Fresh Market
Clark
Brixmor LLC, 100%
52,812
4 Hamilton PlazaKmart Plaza
Hamilton
Brixmor LLC, 100%
149,060
5 Middletown Plaza
Middletown
Brixmor LLC, 100%
197,466
Socorro
Brixmor LLC, 100%
48,000
1 Kmart Plaza
Dewitt
Brixmor LLC, 100%
115,500
98.6% Kmart, OfficeMax
2 Unity Plaza
East Fishkill
Brixmor LLC, 100%
67,462
100.0% A&P Fresh Market
3 Stewart Plaza
Garden City
Brixmor LLC, 100%
193,622
4 North Central
Avenue
Hartsdale
Brixmor LLC, 100%
—
5 A&P
Mamaroneck
Mamaroneck
Brixmor LLC, 100%
24,978
6 Sunshine Square
Medford
Brixmor LLC, 100%
223,322
98.8% Savers, Super Stop & Shop,
Ultimate Fitness
7 Monroe ShopRite
Plaza
Monroe
Brixmor LLC, 100%
121,850
96.9% Retro-Fitness, Rite Aid, ShopRite,
U.S. Post Office
8 Rockland Plaza
Nanuet
Brixmor LLC, 100%
250,926
91.6% A Matter of Health, Marshalls
9 Mohawk Acres
Rome
Brixmor LLC, 100%
159,783
92.8% Price Chopper
1 Roxboro Square
Roxboro
Brixmor LLC, 100%
97,226
100.0% Person County
2 Siler Crossing
Siler City
Brixmor LLC, 100%
132,639
76.8% Belk, Kimbrell's Furniture, Tractor
Supply
3 Anson Station
Wadesboro
Brixmor LLC, 100%
132,353
68.1% Food Lion, Goody's, Tractor Supply
1 Akron Land
Akron
Brixmor LLC, 100%
—
2 Greentree
Shopping Center
Columbus
Brixmor LLC, 100%
130,712
79.7% Kroger
3 Karl Plaza
Columbus
Brixmor LLC, 100%
100,626
74.2% Staples, Super Seafood Buffet
Property Name
GLA (1)
Percent Leased
(2)
Anchor Tenant
MINNESOTA
1 Brookdale Square
MISSISSIPPI
1 Clinton Crossing
MISSOURI
1 Osage Beach
NEBRASKA
1 La Vista
NEVADA
1 Kietzke Center
NEW JERSEY
100.0% A&P Fresh Market
73.1% Kmart
100.0% ShopRite
NEW MEXICO
1 Smith's
100.0% Smith's
NEW YORK
95.0% Burlington Coat Factory, K&G
Men's Center
—
—
100.0% A&P
NORTH CAROLINA
OHIO
- 18 -
—
—
City
Brixmor LLC
Ownership Interest
4 Brandt Pike Place
Dayton
Brixmor LLC, 100%
17,900
5 South Towne
Centre
Dayton
Brixmor LLC, 100%
325,026
94.9% Burlington Coat Factory, Christmas
Tree Shops, Health Foods
Unlimited, Jo-Ann Fabrics, Value
City Furniture
6 The Vineyards
Eastlake
Brixmor LLC, 100%
144,820
85.2% Harbor Freight Tools, Valu King
7 Midway Crossing
Elyria
Brixmor LLC, 100%
179,646
75.5% Dunham's Sports, Jo-Ann Fabrics,
Planet Fitness
8 Midway Market
Square
Elyria
Brixmor LLC, 100%
232,252
73.2% Dick's Sporting Goods, Giant Eagle
9 New Boston
New Boston
Brixmor LLC, 100%
236,988
31.1% Tractor Supply
10 Great Eastern
Shopping Plaza
Northwood
Brixmor LLC, 100%
339,394
57.8% Woodville Skatepark
11 Surrey Square Mall
Norwood
Brixmor LLC, 100%
167,023
95.7% Kroger, Marshalls
12 Starlite Plaza
Sylvania
Brixmor LLC, 100%
220,871
38.5% —
13 Alexis Park
Toledo
Brixmor LLC, 100%
258,942
57.6% Ollie's Bargain Outlet, Stormin
Norman's
14 Miracle Mile
Shopping Plaza
Toledo
Brixmor LLC, 100%
318,174
65.6% Big Lots, Kroger
15 Northgate Plaza
Westerville
Brixmor LLC, 100%
12,385
Tulsa
Brixmor LLC, 100%
186,851
100.0% Conn's, Drysdale's, PetSmart
1 Bethel Park
Bethel Park
Brixmor LLC, 100%
218,714
100.0% Giant Eagle, Walmart
2 Bradford Mall
Bradford
Brixmor LLC, 100%
205,593
3 Pilgrim Gardens
Drexel Hill
Brixmor LLC, 100%
79,492
4 New Garden
Shopping Center
Kennett
Square
Brixmor LLC, 100%
145,170
88.9% Big Lots, Ollie's Bargain Outlet
5 Ivyridge
Philadelphia
Brixmor LLC, 100%
107,318
97.9% Super Fresh
6 Roosevelt Mall
Philadelphia
Brixmor LLC, 100%
561,642
97.1% Macy's, Ross Dress For Less
North
Kingstown
Brixmor LLC, 100%
148,126
97.4% Marshalls, Ocean State Job Lot,
Super Stop & Shop
1 Festival Centre
North
Charleston
Brixmor LLC, 100%
325,347
82.6% Fred's, Intercontinental Hotels
Group, Piggly Wiggly, World
Overcomers Ministries
2 Hillcrest
Spartanburg
Brixmor LLC, 100%
385,609
79.4% Marshalls, Publix, Ross Dress for
Less, Stein Mart
1 Shoppes at
Hickory Hollow
Antioch
Brixmor LLC, 100%
144,469
88.2% Kroger
2 Kimball Crossing
Kimball
Brixmor LLC, 100%
280,476
98.3% Goody's, Walmart Supercenter
3 Farrar Place
Manchester
Brixmor LLC, 100%
43,220
4 The Commons
Memphis
Brixmor LLC, 100%
336,638
74.9% Big Lots, hhgregg, T.J. Maxx, Value
City Furniture
1 Palm Plaza
Aransas
Brixmor LLC, 100%
50,700
81.5% Bealls (Stage Stores), Family Dollar
2 Parmer Crossing
Austin
Brixmor LLC, 100%
168,112
Property Name
GLA (1)
Percent Leased
(2)
Anchor Tenant
88.8% —
100.0% —
OKLAHOMA
1 Marketplace
PENNSYLVANIA
54.2% Big Lots, Dollar Tree, Peebles,
Tractor Supply
57.9% Dollar Tree
RHODE ISLAND
1 Hunt River
Commons
SOUTH CAROLINA
TENNESSEE
84.5% Food Lion
TEXAS
- 19 -
66.5% Big Lots
City
Brixmor LLC
Ownership Interest
3 Baytown Shopping
Center
Baytown
Brixmor LLC, 100%
96,166
4 Cedar Bellaire
Bellaire
Brixmor LLC, 100%
50,967
5 El Camino I
Bellaire
Brixmor LLC, 100%
12,000
6 El Camino II
Bellaire
Brixmor LLC, 100%
59,575
7 Brenham Four
Corners
Brenham
Brixmor LLC, 100%
114,571
8 Bryan Square
Bryan
Brixmor LLC, 100%
59,029
9 Carmel Village
Corpus
Christi
Brixmor LLC, 100%
85,633
10 Five Points
Corpus
Christi
Brixmor LLC, 100%
276,593
11 Claremont Village
Dallas
Brixmor LLC, 100%
67,305
94.6% Family Dollar, Minyard Food Stores
12 Jeff Davis
Dallas
Brixmor LLC, 100%
69,562
96.7% Blockbuster, Family Dollar, Mama
Rosa, Save-A-Lot
13 Stevens Park
Village
Dallas
Brixmor LLC, 100%
45,492
14 Webb Royal
Dallas
Brixmor LLC, 100%
108,545
95.8% Family Dollar, Super Plaza
15 Wynnewood
Village
Dallas
Brixmor LLC, 100%
440,879
88.3% Fallas Paredes, Kroger, Ross Dress
for Less
16 Parktown
Deer Park
Brixmor LLC, 100%
121,388
94.8% Burke's Outlet, Food Town,
Walgreens
17 Forest Hills
Ft. Worth
Brixmor LLC, 100%
69,651
18 Ridglea Plaza
Ft. Worth
Brixmor LLC, 100%
170,519
97.0% Stein Mart, Tom Thumb
19 Village Plaza
Garland
Brixmor LLC, 100%
89,241
87.4% Truong Nguyen Grocer
20 North Hills Village
Haltom City
Brixmor LLC, 100%
43,299
91.5% Dollar Tree, Rent-A-Center, SaveA-Lot
21 Highland Village
Outparcel
Highland
Village
Brixmor LLC, 100%
—
22 Highland Village
Town Center
Highland
Village
Brixmor LLC, 100%
99,341
96.8% Kroger
23 Bay Forest
Houston
Brixmor LLC, 100%
71,667
100.0% Kroger
24 Braes Heights
Houston
Brixmor LLC, 100%
101,002
25 Braes Oaks
Houston
Brixmor LLC, 100%
45,067
26 Broadway
Houston
Brixmor LLC, 100%
74,942
27 Clear Lake Camino
South
Houston
Brixmor LLC, 100%
102,643
87.1% 24 Hour Fitness, Hancock Fabrics,
Mr. Gatti's Pizza, Spec's Liquors
28 Huntington Village
Houston
Brixmor LLC, 100%
111,824
83.4% Impress for Less, Family Dollar,
Simply Fashions
29 Maplewood Mall
Houston
Brixmor LLC, 100%
94,871
30 Merchants Park
Houston
Brixmor LLC, 100%
244,673
31 Northgate
Houston
Brixmor LLC, 100%
40,244
84.1% Affordable Furniture, Firestone
32 Northshore East
Houston
Brixmor LLC, 100%
90,820
91.6% Office Depot, River Oaks Imaging
& Diagnostic
33 Northshore West
Houston
Brixmor LLC, 100%
142,950
34 Northtown Plaza
Houston
Brixmor LLC, 100%
193,222
35 Tanglewilde
Houston
Brixmor LLC, 100%
84,185
36 Westheimer
Commons
Houston
Brixmor LLC, 100%
251,672
37 Washington Square
Kaufman
Brixmor LLC, 100%
64,230
Property Name
GLA (1)
- 20 -
Percent Leased
(2)
Anchor Tenant
85.4% 24 Hour Fitness
96.9% H-E-B, ICI Paints
100.0% Hancock Fabrics
98.1% El Ahorro Supermarket, Family
Dollar
100.0% Master Lease Asset
100.0% 99¢ Only, Citi Trends, Dollar Floor
Store, Firestone
85.1% Bay Area Dialysis, Bealls (Stage
Stores), Tuesday Morning
81.7% Bealls (Stage Stores), Hobby
Lobby, Ross Dress for Less
100.0% O'Reilly's Auto Parts
100.0% Family Dollar, Foodland Markets,
Hi Style Fashion
—
—
96.9% CVS, Imagination Toys, I.W. Marks
Jewelers
89.1% H-E-B
100.0% El Ahorro, Fallas Paredes, The
Worksource
97.3% Burke's Outlet, Foodarama
96.6% Big Lots, Kroger, Ross Dress for
Less
88.1% Conn's, Sellers Bros.
96.8% 99 Cents Only, Fallas Paredes
100.0% Ace Hardware, Dollar Tree, Party
City, Salon In The Park
90.4% Fiesta Mart, Marshalls
76.7% Auto Zone, Bealls (Stage Stores),
Family Dollar
City
Brixmor LLC
Ownership Interest
38 League City
League City
Brixmor LLC, 100%
98,457
39 Jefferson Park
Mount
Pleasant
Brixmor LLC, 100%
132,096
40 Winwood Town
Center
Odessa
Brixmor LLC, 100%
366,091
41 Market Plaza
Plano
Brixmor LLC, 100%
162,661
42 Klein Square
Spring
Brixmor LLC, 100%
80,857
43 Texas City Bay
Texas City
Brixmor LLC, 100%
223,152
99.0% BP Engineering Facility, Kroger
44 Windvale
The
Woodlands
Brixmor LLC, 100%
101,088
94.2% Randalls
1 VA-KY Regional
S.C.
Norton
Brixmor LLC, 100%
193,351
77.7% Ingles, Magic Mart
2 Strawbridge
Virginia
Beach
Brixmor LLC, 100%
43,764
3 Ridgeview Centre
Wise
Brixmor LLC, 100%
190,242
Property Name
GLA (1)
Percent Leased
(2)
Anchor Tenant
84.0% Bay Area Community Church,
Family Dollar, Goodwill, Palais
Royal
82.1% Steeles, Super 1 Foods
100.0% H-E-B, Hastings, Office Depot,
Ross Dress for Less, Target
70.0% Central Market
82.8% Family Dollar, Food Town
VIRGINIA
100.0% Regal Cinemas
86.8% Grand Home Furnishings, Kmart
(1)
GLA represents gross leasable area in square feet.
Includes all leases in effect on December 31, 2012, including those that are fully executed, but as to which tenant has not yet opened for
business.
(2)
More specific information, including encumbrances, with respect to each property in our Consolidated Portfolio is
set forth in Schedule III to this Annual Report.
The following table sets forth certain information as of December 31, 2012, regarding properties in our Consolidated
Portfolio on a state-by-state basis:
- 21 -
State
Number of Properties
GLA (1)
Percent of
Scheduled ABR
(2)
Percent
Leased
1
2
3
4
5
6
7
8
9
10
11
12
13
Alabama
California
Colorado
Connecticut
Florida (3)
Georgia
Illinois
Indiana
Iowa
Kentucky
Louisiana (3)
Maryland
Michigan
1
6
3
1
17
8
2
3
1
4
2
1
8
42,130
1,070,482
496,165
25,056
2,972,224
1,362,600
256,971
466,771
241,572
884,674
179,039
220,303
1,173,607
—
98%
89%
100%
85%
81%
84%
96%
97%
91%
98%
91%
85%
—
6.9%
2.6%
0.2%
14.0%
3.6%
1.4%
1.4%
0.6%
3.4%
0.5%
1.0%
5.1%
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
Minnesota
Mississippi
Missouri (3)
Nebraska (3)
Nevada
New Jersey
New Mexico
New York (3)
North Carolina
Ohio (3)
Oklahoma
Pennsylvania
Rhode Island
South Carolina
Tennessee
Texas (3)
Virginia
1
1
1
1
1
5
1
9
3
15
1
6
1
2
4
44
3
185,883
112,148
—
—
160,096
936,295
48,000
1,157,443
362,218
2,684,759
186,851
1,317,929
148,126
710,956
804,803
5,176,982
427,357
76%
99%
—
—
46%
93%
100%
96%
80%
68%
100%
88%
97%
81%
86%
91%
84%
0.2%
0.5%
—
—
0.3%
5.5%
0.2%
8.0%
1.1%
7.2%
0.9%
6.1%
0.7%
2.3%
3.0%
22.3%
1.1%
156
23,811,440
86%
100.0%
(1)
GLA represents gross leasable area in square feet.
(2)
ABR represents 2012 scheduled ABR based on contractual minimum lease payments as of December 31, 2012, but excludes additional rent
such as percentage rent and common area maintenance, real estate taxes and insurance reimbursements.
(3)
Each of these states has one land parcel with no GLA and tenants.
The following table sets forth, as of December 31, 2012, a schedule of lease expirations for leases in place within
our Consolidated Portfolio for each of the next ten years and thereafter, assuming no exercise of renewal options or
base rent escalations over the lease term:
- 22 -
Number of
Leases Expiring
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022+
Total:
Leased GLA
547
385
395
295
287
145
62
59
56
140
2,371
% of ABR
2,669,267
2,435,125
3,142,520
2,468,293
2,581,066
1,521,398
1,177,763
589,725
639,409
3,258,151
20,482,717
11.9%
11.4%
15.4%
12.3%
13.5%
7.4%
5.1%
3.8%
4.0%
15.2%
100.0%
The following table sets forth the 10 largest tenants based on total ABR for properties in our Consolidated Portfolio
as of December 31, 2012:
Percent of Total ABR
The Kroger Co.
Wal-Mart Stores, Inc.
Publix Super Markets, Inc.
Burlington Coat Factory Warehouse Corporation
Sears Holding Corporation
The TJX Companies, Inc.
The Great Atlantic & Pacific Tea Company
H.E. Butt Grocery Company
Ross Stores, Inc.
Dollar Tree Stores, Inc.
3.5%
2.6%
2.4%
2.1%
2.0%
1.8%
1.8%
1.7%
1.6%
1.4%
20.9%
A complete listing of properties in our Unconsolidated Portfolio at December 31, 2012 is as follows:
Property Name
City
Brixmor LLC
Ownership Interest
GLA (1)
Percent Leased
(2)
Anchor Tenant
ALABAMA
1
Springdale
Mobile
Galileo JV, 49%
611,972
90.2% Belk, Best Buy, Big Lots,
Burlington Coat Factory, Marshalls
2
Payton Park
Sylacauga
Residual JV, 49%
231,820
99.0% Walmart Supercenter
1 Glendale Galleria
Glendale
Galileo JV, 49%
119,525
80.8% Screaming Deals
2 Southern Village
Mesa
Mesa
Galileo JV, 49%
84,054
3 Metro Marketplace
Phoenix
Residual JV, 49%
249,694
54.7% OfficeMax
4 Northmall Centre
Tucson
Residual JV, 49%
168,585
96.8% CareMore, JC Penney Home Store,
Pacific Sales, Stein Mart
Camarillo
Residual JV, 49%
129,173
93.9% 24 Hour Fitness, CVS, Michaels
ARIZONA
5.5% —
CALIFORNIA
1 Carmen Plaza
- 23 -
City
Brixmor LLC
Ownership Interest
2 University Mall
Davis
Residual JV, 49%
106,023
3 Felicita Plaza
Escondido
Residual JV, 49%
98,714
94.4% Chuze Fitness, Vons
4 Broadway Faire
Fresno
Residual JV, 49%
61,178
91.0% United Artists Theatres
5 Lompoc Shopping
Center
Lompoc
Residual JV, 49%
179,495
95.1% Marshalls, Michaels, Staples, Vons
6 California Oaks
Center
Murrieta
Residual JV, 49%
127,122
86.1% Ralphs
7 Esplanade
Shopping Center
Oxnard
Residual JV, 49%
356,864
99.7% Bed Bath & Beyond, Dick's
Sporting Goods, LA Fitness,
Nordstrom Rack, T.J. Maxx,
Walmart Neighborhood Market
8 Pacoima Center
Pacoima
Residual JV, 49%
202,773
100.0% Big Lots, Food 4 Less, Target
9 Paradise Plaza
Paradise
Galileo JV, 49%
198,323
96.9% Kmart, Rite Aid, Save Mart
10 Metro 580
Pleasanton
Residual JV, 49%
176,510
86.3% Kohl's, Sports Chalet
11 Rose Pavilion
Pleasanton
Residual JV, 49%
293,359
93.1% 99 Ranch Market, Golfsmith,
Macy's Home Store
12 Puente Hills Town
Center
Rowland
Heights
Residual JV, 49%
259,162
94.4% Marshalls
13 San Bernardino
Center
San Bernardino
Residual JV, 49%
143,082
14 Ocean View Plaza
San Clemente
Residual JV, 49%
169,963
98.9% CVS, Fitness Elite for Women,
Ralphs, Trader Joe's
15 Mira Mesa Mall
San Diego
Residual JV, 49%
406,635
98.3% Bed Bath & Beyond, Kohl's,
Marshalls, Mira Mesa Lanes, Vons
16 San Dimas Plaza
San Dimas
Galileo JV, 49%
119,157
17 Gateway Plaza
Santa Fe
Springs
Residual JV, 49%
289,268
18 Santa Paula
Shopping Center
Santa Paula
Residual JV, 49%
191,475
19 Vail Ranch Center
Temecula
Galileo JV, 49%
201,904
20 Country Hills
Shopping Center
Torrance
Residual JV, 49%
56,750
21 Gateway Plaza
Vallejo
Residual JV, 49%
399,934
22 Vallejo Corners
Vallejo
Residual JV, 49%
90,473
1 Arapahoe
Crossings
Aurora
Arapahoe Crossings,
L.P. JV, 30%
466,363
89.3% Arapahoe Crossing 16, Big Lots,
Gordman's, King Soopers, Kohl's,
Marshalls
2 Aurora Plaza
Aurora
Galileo JV, 49%
178,491
92.2% Cinema Latino, King Soopers
3 Westminster City
Center
Westminster
Galileo JV, 49%
337,540
74.6% Babies"R"Us, Barnes & Noble,
Gordmans
1 Freshwater Stateline Plaza
Enfield
Galileo JV, 49%
295,647
99.5% Costco, Dick's Sporting Goods, P.C.
Richard & Son
2 The Shoppes at
Fox Run
Glastonbury
Residual JV, 49%
108,627
93.0% PETCO, Whole Foods Market
3 Groton Square
Groton
Residual JV, 49%
196,802
4 Parkway Plaza
Hamden
Residual JV, 49%
72,353
5 Killingly Plaza
Killingly
Residual JV, 49%
75,304
6 Crossroads I, II &
III
Manchester
Residual JV, 49%
174,412
7 Hale Road
Manchester
Residual JV, 49%
103,931
8 Northern Hills
Manchester
Residual JV, 49%
12,000
9 Slater Street
Manchester
Residual JV, 49%
51,370
62.3% DSW, Plaza Azteca
Meriden
Galileo JV, 49%
55,264
89.0% Dollar Tree, Savers
Property Name
GLA (1)
Percent Leased
(2)
Anchor Tenant
90.4% Forever21, Trader Joe's, World
Market
100.0% Big Lots, Target
88.8% T.J. Maxx
100.0% El Super, LA Fitness, Walmart
98.7% Big Lots, Heritage Hardware, Vons
89.0% Stater Bros., Stein Mart
100.0% Ralphs
97.1% Bed Bath & Beyond, Century
Theaters, Marshalls, Ross Dress for
Less, Toys"R"Us
93.3% Dollar Tree, Hancock Fabrics
COLORADO
CONNECTICUT
10 Chamberlain Plaza
- 24 -
100.0% Kohl's, Super Stop & Shop
100.0% PriceRite
93.7% Kohl's
70.3% Office Depot, Savers, Sports
Authority
100.0% A.C. Moore, Babies"R"Us, Bed
Bath & Beyond, Thomasville
Furniture
100.0% Men's Wearhouse
City
Brixmor LLC
Ownership Interest
11 Turnpike Plaza
Newington
Galileo JV, 49%
150,741
12 North Haven
Crossing
North Haven
Galileo JV, 49%
104,017
97.9% Barnes & Noble, Dollar Tree, DSW,
PetSmart, Staples
13 Christmas Tree
Plaza
Orange
Residual JV, 49%
132,791
84.1% A.C. Moore, Christmas Tree Shops
14 Stratford Square
Stratford
Residual JV, 49%
161,539
15 Torrington Plaza
Torrington
Residual JV, 49%
125,729
82.5% Staples, T.J. Maxx
16 Waterbury Plaza
Waterbury
Galileo JV, 49%
197,206
86.7% Pretty Woman, Super Stop & Shop
17 Waterford
Commons
Waterford
Galileo JV, 49%
236,738
97.8% Babies"R"Us, Dick’s Sporting
Goods
Dover
Residual JV, 49%
191,855
1 Brooksville Square
Brooksville
Residual JV, 49%
152,661
63.9% Publix
2 Coastal Landing
Brooksville
Galileo JV, 49%
149,477
98.3% Bed Bath & Beyond, Marshalls,
Michaels, Old Navy, PETCO
3 Coastal Way
Brooksville
Galileo JV, 49%
218,621
95.1% Belk, Sears
4 Clearwater Mall
Clearwater
Residual JV, 49%
300,929
95.2% hhgregg, Ross Dress for Less
5 Century Plaza
Shopping Center
Deerfield
Beach
Residual JV, 49%
90,523
6 Morse Shores
Ft. Myers
Galileo JV, 49%
169,948
69.2% Big Lots, Citi Trends, Save-A-Lot
7 Normandy Square
Jacksonville
Galileo JV, 49%
87,240
95.6% CVS, Family Dollar, Winn-Dixie
8 Regency Park
Jacksonville
Residual JV, 49%
334,065
67.7% American Signature Furniture,
Hobby Lobby
9 The Shoppes at
Southside
Jacksonville
Residual JV, 49%
109,113
100.0% Best Buy, David's Bridal, Sports
Authority
10 Marketplace at
Wycliffe
Lake Worth
Galileo JV, 49%
133,520
90.9% Walgreens
11 Venetian Isle
Shopping Ctr
Lighthouse
Point
Residual JV, 49%
183,357
87.9% Publix, Staples, Tuesday Morning,
T.J. Maxx
12 Miami Gardens
Miami
Residual JV, 49%
244,719
13 Naples Plaza
Naples
Residual JV, 49%
203,487
97.9% Marshalls, Office Depot, PGA Tour
Superstore, Publix
14 Park Shore
Shopping Center
Naples
Residual JV, 49%
232,820
81.7% HomeGoods, Kmart, The Fresh
Market
15 Presidential Plaza
North
Lauderdale
Residual JV, 49%
88,306
79.5% Family Dollar, Sedano's
16 Fashion Square
Orange Park
Galileo JV, 49%
36,029
58.3% Carrabba's Italian Grill, Miller's
Orange Park Ale House, Ruby
Tuesday
17 Colonial
Marketplace
Orlando
Residual JV, 49%
141,069
97.4% LA Fitness, OfficeMax
18 Panama City
Square
Panama City
Galileo JV, 49%
298,685
98.1% Big, Lots, Michaels, Sports
Authority, T.J. Maxx, Walmart
Supercenter
19 Shopper's Haven
Shopping Ctr
Pompano
Beach
Residual JV, 49%
202,692
94.4% A.C. Moore, Bed Bath & Beyond,
Winn-Dixie
20 Cobblestone
Village I and II
Royal Palm
Beach
Galileo JV, 49%
39,404
21 Cobblestone
Village
St. Augustine
Galileo JV, 49%
261,081
95.9% Beall's, Publix, Ross Dress for Less
22 Rutland Plaza
St. Petersburg
Residual JV, 49%
149,562
99.2% Big Lots, Winn-Dixie
23 Skyway Plaza
St. Petersburg
Residual JV, 49%
110,799
94.1% Dollar Tree
24 Downtown Publix
Stuart
Residual JV, 49%
153,246
25 Tarpon Mall
Tarpon Springs
Residual JV, 49%
145,832
Property Name
GLA (1)
Percent Leased
(2)
Anchor Tenant
100.0% Dick's Sporting Goods, Price
Chopper
100.0% Marshalls, Regal Cinemas
DELAWARE
1 North Dover
Shopping Center
100.0% Acme, Staples, T.J. Maxx,
Toys"R"Us
FLORIDA
GEORGIA
- 25 -
73.5% Broward County Library
100.0% Ross Dress for Less, Sears
Essentials, Winn-Dixie
35.7% —
67.6% Publix
100.0% Publix, T.J. Maxx
City
Brixmor LLC
Ownership Interest
1 Albany Plaza
Albany
Galileo JV, 49%
114,169
72.0% Big Lots, Harveys, OK Beauty
2 Mansell Crossing I
Alpharetta
Residual JV, 49%
324,044
96.3% AMC Theatres, Barnes & Noble,
Macy's Furniture Gallery, Sports
Authority, T.J. Maxx
3 Mansell Crossing
II
Alpharetta
Residual JV, 49%
8,320
4 Perlis Plaza
Americus
Galileo JV, 49%
165,315
82.9% Belk, Roses
5 Northeast Plaza
Atlanta
Residual JV, 49%
442,200
84.8% Atlanta Ballroom, G-Mart
International Foods, Goodwill
6 Sweetwater Village
Austell
Residual JV, 49%
66,197
7 Cedar Plaza
Cedartown
Residual JV, 49%
83,300
8 Conyers Plaza I
Conyers
Galileo JV, 49%
119,695
9 Conyers Plaza II
Conyers
Galileo JV, 49%
51,679
70.3% Mattress Firm
10 Cordele Square
Cordele
Galileo JV, 49%
127,953
82.6% Belk, Harveys
11 Northside
Dalton
Galileo JV, 49%
73,931
89.0% BI-LO, Family Dollar
12 Cosby Station
Douglasville
Galileo JV, 49%
77,811
91.4% Publix
13 Park Plaza
Douglasville
Residual JV, 49%
46,494
47.6% —
14 Westgate
Dublin
Residual JV, 49%
118,938
15 Venture Pointe
Duluth
Residual JV, 49%
155,172
16 Barrett Place
Kennesaw
Residual JV, 49%
218,818
17 Mableton Walk
Mableton
Residual JV, 49%
105,884
76.3% Publix
18 The Village at
Mableton
Mableton
Residual JV, 49%
239,013
62.8% Kmart
19 North Park
Macon
Residual JV, 49%
216,795
94.4% Kmart, Kroger
20 Marshalls at
Eastlake
Marietta
Residual JV, 49%
54,976
21 New Chastain
Corners
Marietta
Residual JV, 49%
113,079
82.3% Kroger
22 Pavilions at
Eastlake
Marietta
Residual JV, 49%
157,888
80.6% Kroger
23 Perry Marketplace
Perry
Galileo JV, 49%
179,973
77.0% Ace Hardware, Beall's Outlet,
Kroger
24 Creekwood Village
Rex
Residual JV, 49%
69,778
25 Shops of Riverdale
Riverdale
Residual JV, 49%
16,808
26 Holcomb Bridge
Crossing
Roswell
Residual JV, 49%
105,420
27 Eisenhower Square
Savannah
Residual JV, 49%
126,320
28 Victory Square
Savannah
Residual JV, 49%
119,939
29 Wisteria Village
Snellville
Galileo JV, 49%
173,152
91.2% Hobby Lobby, Kmart
30 Stockbridge
Village
Stockbridge
Residual JV, 49%
188,103
81.0% Kroger
31 Tift-Town
Tifton
Residual JV, 49%
58,818
1 Ridge Plaza
Arlington
Heights
Galileo JV, 49%
151,643
2 Bartonville Square
Bartonville
Residual JV, 49%
61,678
3 Southfield Plaza
Bridgeview
Residual JV, 49%
198,331
95.9% Hobby Lobby, Shop ‘n Save
4 Commons of
Chicago Ridge
Chicago Ridge
Residual JV, 49%
324,490
92.3% Home Depot, Marshalls, Office
Depot, XSport Fitness
5 Rivercrest
Shopping Center
Crestwood
Residual JV, 49%
488,680
93.0% Best Buy, PetSmart, Ross Dress for
Less, T.J. Maxx, Ultra Foods
6 The Commons of
Crystal Lake
Crystal Lake
Residual JV, 49%
273,060
88.4% Jewel-Osco, Marshalls, Toys"R"Us
7 Elk Grove Town
Center
Elk Grove
Village
Residual JV, 49%
131,849
99.2% Dominick's, Walgreens
Property Name
GLA (1)
Percent Leased
(2)
Anchor Tenant
100.0% —
96.4% Family Dollar, Food Depot
98.7% Gold's Gym, Kroger
100.0% PetSmart, Value Village
86.4% Beall's, Big Lots, Harveys
76.3% Studio Movie Grill
100.0% Best Buy, Michaels, OfficeMax,
PetSmart, Sports Authority, The
Furniture Mall
97.1% Marshalls
92.1% Food Depot
100.0% —
84.5% PGA Tour Superstore
67.6% Save-A-Lot
100.0% Citi Trends, Dollar Tree, Frank's
Theaters, Staples
69.5% DaVita Dialysis, Family Dollar
ILLINOIS
- 26 -
82.6% Savers, XSport Fitness
100.0% Kroger
City
Brixmor LLC
Ownership Interest
8 Crossroads Centre
Fairview
Heights
Residual JV, 49%
9 Freeport Plaza
Property Name
GLA (1)
242,198
Percent Leased
(2)
Anchor Tenant
84.0% Big Lots, Hobby Lobby, T.J. Maxx
Freeport
Residual JV, 49%
87,846
10 Westview Center
Hanover Park
Residual JV, 49%
326,372
100.0% Cub Foods, Stone's Hallmark
91.7% Big Lots, LA Fitness, Tony's Finer
Foods
11 The Quentin
Collection
Kildeer
Residual JV, 49%
161,285
94.2% Best Buy, DSW, PetSmart, Stein
Mart, The Fresh Market
12 Butterfield Square
Libertyville
Residual JV, 49%
106,755
92.7% Sunset Foods
13 High Point Centre
Lombard
Residual JV, 49%
239,892
89.1% Babies"R"Us, Office Depot, Ultra
Foods
14 Marketplace at
Matteson
Matteson
Galileo JV, 49%
299,198
92.7% Burlington Coat Factory, CW Price
15 Long Meadow
Commons
Mundelein
Residual JV, 49%
118,470
88.4% Dominick's
16 Heritage Square
Naperville
Residual JV, 49%
212,664
97.6% Carson Furniture, Cribs 2 College,
hhgregg, Turk Furniture
17 Westridge Court
Naperville
Residual JV, 49%
460,418
90.4% Big Lots, buybuy BABY,
Gordman's, Hollywood Palms
Cinema, Marshalls, Savers
18 Sterling Bazaar
Peoria
Residual JV, 49%
84,438
19 Rollins Crossing
Round Lake
Beach
Residual JV, 49%
192,911
86.9% LA Fitness, Regal Cinemas
20 Twin Oaks
Shopping Center
Silvis
Residual JV, 49%
114,342
96.4% Eye Surgeon Associate, Hy-Vee
21 Fairhills Mall
Springfield
Residual JV, 49%
106,528
79.4% Cub County Market
22 Parkway Pointe
Springfield
Residual JV, 49%
38,737
23 Sangamon Center
North
Springfield
Residual JV, 49%
139,907
91.0% Schnucks, U.S. Post Office
24 Tinley Park Plaza
Tinley Park
Residual JV, 49%
249,954
95.5% T.J. Maxx, Walt's
1 Meridian Village
Plaza
Carmel
Residual JV, 49%
130,812
72.2% Godby Home Furnishings
2 Columbus Center
Columbus
Residual JV, 49%
143,603
99.5% Big Lots, MC Sports, OfficeMax,
T.J. Maxx
3 Elkhart Plaza West
Elkhart
Residual JV, 49%
81,651
4 Apple Glen
Crossing
Fort Wayne
Residual JV, 49%
150,156
90.5% Best Buy, Dick's Sporting Goods,
PetSmart
5 Marwood Plaza
Indianapolis
Galileo JV, 49%
107,080
78.9% Fashion Bug Plus, Kroger
6 Westlane Shopping
Center
Indianapolis
Galileo JV, 49%
71,490
88.4% Family Dollar, Marsh Supermarket
7 Bittersweet Plaza
Mishawaka
Residual JV, 49%
91,798
78.6% Martin's Super Market
8 Lincoln Plaza
New Haven
Residual JV, 49%
103,938
62.2% Kroger
9 Speedway Super
Center
Speedway
Residual JV, 49%
571,410
83.8% Kohl's, Kroger, Sears Outlet, T.J.
Maxx
West Lafayette
Residual JV, 49%
118,436
85.4% Pay Less
1 Davenport Retail
Center
Davenport
Residual JV, 49%
62,588
2 Kimberly West
Shopping Center
Davenport
Residual JV, 49%
113,713
91.1% Hy-Vee
3 Haymarket Square
Des Moines
Galileo JV, 49%
269,705
71.6% Big Lots, Dahl's Foods, Northern
Tool + Equipment, Office Depot
4 Warren Plaza
Dubuque
Residual JV, 49%
96,339
96.7% Hy-Vee
1 Westchester Square
Lenexa
Residual JV, 49%
164,838
81.1% Hy-Vee
2 West Loop
Shopping Center
Manhattan
Residual JV, 49%
209,032
97.3% Bellus Academy, Dillions, Jo-Ann
Fabrics, Marshalls
95.4% Kroger
99.6% Dress Barn, Family Christian
Stores, Shoe Carnival
INDIANA
10 Sagamore Park
Centre
93.2% CVS, Martin's Super Market
IOWA
100.0% Factory Card Outlet, PetSmart,
Staples
KANSAS
KENTUCKY
- 27 -
City
Brixmor LLC
Ownership Interest
1 Green River Plaza
Campbellsville
Galileo JV, 49%
203,239
2 Kmart Plaza
Elizabethtown
Galileo JV, 49%
130,466
3 Florence Plaza
Florence
Residual JV, 49%
170,419
96.4% Harbor Freight Tools, Hobby
Lobby, Ollie's Bargain Outlet
4 Jeffersontown
Commons
Jeffersontown
Residual JV, 49%
208,374
82.9% King Pin Lanes, Louisville Athletic
Club
5 Mist Lake Plaza
Lexington
Residual JV, 49%
217,292
91.3% Gabriel Brothers, Walmart
6 London
Marketplace
London
Galileo JV, 49%
169,032
7 Eastgate Shopping
Center
Louisville
Residual JV, 49%
174,947
95.1% Kroger
8 Plainview Village
Louisville
Residual JV, 49%
164,367
89.9% Kroger
9 Stony Brook I & II
Louisville
Residual JV, 49%
136,919
87.8% Kroger
1 Karam Shopping
Center
Lafayette
Galileo JV, 49%
100,238
88.4% Conn's, Super 1 Foods
2 Iberia Plaza
New Iberia
Residual JV, 49%
131,731
3 Lagniappe Village
New Iberia
Residual JV, 49%
201,360
100.0% Big Lots, Citi Trends, Stage, T.J.
Maxx
1 BJ's Plaza
Portland
Residual JV, 49%
104,233
100.0% BJ's Wholesale Club
2 Pine Tree
Shopping Center
Portland
Residual JV, 49%
287,513
1 Campus Village
College Park
Residual JV, 49%
25,529
2 Fox Run
Prince
Frederick
Residual JV, 49%
292,849
93.7% Giant Food, Kmart, Peebles
3 Rising Sun Towne
Centre
Rising Sun
Residual JV, 49%
141,702
93.5% Big Lots, Martin's Food
1 Points West
Brockton
Residual JV, 49%
139,255
80.5% Ocean State Job Lot, PriceRite
2 Burlington Square
I, II & III
Burlington
Residual JV, 49%
86,290
3 Chicopee
Marketplace
Chicopee
Galileo JV, 49%
150,959
4 Holyoke Shopping
Center
Holyoke
Residual JV, 49%
201,875
95.5% Ocean State Job Lot, Stop & Shop
5 WaterTower Plaza
Leominster
Residual JV, 49%
296,320
94.2% Ocean State Job Lot, Shaw's, T.J.
Maxx
6 Lunenberg
Crossing
Lunenburg
Galileo JV, 49%
25,515
100.0% Fashion Bug
7 Lynn Marketplace
Lynn
Residual JV, 49%
78,092
100.0% Rainbow, Shaw's
8 Berkshire Crossing
Pittsfield
Residual JV, 49%
198,688
9 Berkshire Crossing
II
Pittsfield
Residual JV, 49%
243,861
10 Westgate Plaza
Westfield
Residual JV, 49%
103,903
98.7% Ocean State Job Lot, Staples, T.J.
Maxx
11 Perkins Farm
Marketplace
Worcester
Residual JV, 49%
203,852
66.5% CW Price, Super Stop & Shop
1 Maple Village
Ann Arbor
Residual JV, 49%
296,165
93.4% Dunham's Sports, Kmart, Plum
Market
2 Fremont
Fremont
Residual JV, 49%
42,604
100.0% Dunham's Sports, Glik's, Peebles
3 Cascade East
Grand Rapids
Residual JV, 49%
99,529
4 Delta Center
Lansing
Galileo JV, 49%
186,246
Property Name
GLA (1)
Percent Leased
(2)
Anchor Tenant
98.0% JC Penney, Kroger, Tractor Supply
100.0% Kmart, Staples
100.0% Burke's Outlet, Kmart, Kroger
LOUISIANA
94.1% Super 1 Foods
MAINE
90.4% Big Lots, Lowe's
MARYLAND
75.3% —
MASSACHUSETTS
85.2% Golf Galaxy, Pyara Salon, Staples
100.0% Marshalls, Staples
99.9% Price Chopper
100.0% Home Depot, Walmart
MICHIGAN
- 28 -
75.6% D&W Food Center
89.3% Bed Bath & Beyond, Gift & Bible
Center, Hobby Lobby, Planet
Fitness
City
Brixmor LLC
Ownership Interest
5 Lakes Crossing
Muskegon
Residual JV, 49%
114,623
81.4% Jo-Ann Fabrics, Party City
6 Redford Plaza
Redford
Residual JV, 49%
293,827
98.3% Burlington Coat Factory, CW Price,
Kroger
7 Fashion Corners
Saginaw
Galileo JV, 49%
187,832
94.0% Bed Bath & Beyond, Best Buy,
Dunham's Sports
8 Green Acres
Saginaw
Residual JV, 49%
281,646
9 Hall Road
Crossing
Shelby
Township
Residual JV, 49%
175,503
10 Southfield Plaza
Southfield
Residual JV, 49%
106,948
59.3% Dollar Castle, Planet Fitness
11 18 Ryan
Sterling
Heights
Residual JV, 49%
101,709
100.0% O'Reilly's Auto Parts, Planet
Fitness, VG's Food
12 Delco Plaza
Sterling
Heights
Residual JV, 49%
154,853
100.0% Babies"R"Us, Bed Bath & Beyond,
Dunham's Mega Sports, Larry's
Performance R/C's
13 Grand Traverse
Crossing
Traverse City
Residual JV, 49%
412,755
97.8% Books-A-Million, Home Depot,
Walmart
14 Roundtree Place
Ypsilanti
Galileo JV, 49%
208,638
81.1% Walmart
15 Washtenaw
Fountain Plaza
Ypsilanti
Galileo JV, 49%
123,390
96.8% Dollar Tree, Dunham's Sports,
Planet Fitness, Save-A-Lot
1 Southport Centre I
- VI
Apple Valley
Residual JV, 49%
124,937
97.2% Best Buy, Dollar Tree, Walgreens
2 Austin Town
Center
Austin
Residual JV, 49%
110,680
96.5% Aldi, Jo-Ann Fabrics, Staples
3 Central Valu
Center
Columbia
Heights
Residual JV, 49%
126,665
100.0% Rainbow Foods, Slumberland
Clearance Center
4 Burning Tree Plaza
Duluth
Residual JV, 49%
182,969
100.0% Best Buy, Dunham's Sports, T.J.
Maxx
5 Elk Park Center
Elk River
Residual JV, 49%
204,992
6 Westwind Plaza
Minnetonka
Residual JV, 49%
87,942
7 Richfield Hub &
West Shopping
Center
Richfield
Residual JV, 49%
215,334
96.7% Marshalls, Michaels, Rainbow
Foods
8 Terrace Center
Robbinsdale
Residual JV, 49%
135,023
87.8% Northern Memorial Medical Center,
Rainbow Foods
9 Roseville Center
Roseville
Residual JV, 49%
76,894
10 Marketplace @ 42
Savage
Residual JV, 49%
117,873
96.5% Rainbow Foods
11 Sun Ray Shopping
Center
St. Paul
Residual JV, 49%
290,392
92.4% Blast Fitness, Cub Foods, T.J.
Maxx, Valu Thrift Store
12 White Bear Hills
Shopping Center
White Bear
Lake
Residual JV, 49%
73,095
1 County Line Plaza
Jackson
Residual JV, 49%
221,127
2 Jacksonian Plaza
Jackson
Galileo JV, 49%
73,041
3 Stateline Square
Southaven
NPK
Redevelopment I,
LLC JV, 20%
104,810
1 Ellisville Square
Ellisville
Residual JV, 49%
148,940
93.6% Kmart, Lukas Liquors
2 Clocktower Place
Florissant
Residual JV, 49%
207,317
90.9% Aldi, Florissant Furniture, Office
Depot, Ross Dress for Less
3 Prospect Plaza
Gladstone
Residual JV, 49%
190,006
95.2% Hobby Lobby, Price Chopper,
Salvation Army
4 Hub Shopping
Center
Independence
Residual JV, 49%
160,423
92.9% Price Chopper
5 Watts Mill Plaza
Kansas City
Residual JV, 49%
161,717
98.5% Ace Hardware, Price Chopper
6 Liberty Corners
Liberty
Residual JV, 49%
124,808
96.9%
7 Maplewood Square
Maplewood
Residual JV, 49%
71,590
Property Name
GLA (1)
Percent Leased
(2)
Anchor Tenant
66.9% Kroger, Planet Fitness
100.0% Gander Mountain, Michaels, Old
Navy, T.J. Maxx
MINNESOTA
95.2% Cub Foods, OfficeMax
94.3% Walgreens
87.4% Dollar Tree, Hancock Fabrics
100.0% Dollar Tree, Festival Foods
MISSISSIPPI
65.4% Havertys, Office Depot
100.0% Books-A-Million, Georgia Carpet
Outlet, Office Depot
100.0% Burlington Coat Factory, Essex
Bargain Hunt, Home Décor
Liquidators
MISSOURI
NEVADA
- 29 -
Price Chopper, Rainbow
95.4% Shop 'n Save
City
Brixmor LLC
Ownership Interest
1 Galleria Commons
Henderson
Galileo JV, 49%
2 Montecito
Marketplace I
Las Vegas
NP/I&G Institutional
Retail Company II,
LLC JV, 20%
99,246
98.7% Smith's, T.J. Maxx
3 Montecito
Marketplace II
Las Vegas
NP/I&G Institutional
Retail Company II,
LLC JV, 20%
91,188
96.8% —
4 Renaissance Center
East
Las Vegas
Residual JV, 49%
144,216
72.9% Savers
1 Bedford Grove
Bedford
Residual JV, 49%
216,941
99.4% Hannaford Bros., Walmart
2 Capitol Shopping
Center
Concord
Residual JV, 49%
182,863
97.2% Burlington Coat Factory, Demoulas
Supermarkets, Jo-Ann Fabrics,
Marshalls
3 Willow Springs
Plaza
Nashua
Galileo JV, 49%
131,248
100.0% JC Penney Home Store, Jordan's
Warehouse, Namco Pool and Patio,
PETCO
4 Seacoast Shopping
Center
Seabrook
Galileo JV, 49%
91,690
5 Tri-City Plaza
Somersworth
Residual JV, 49%
146,947
81.7% Demoulas Supermarkets, T.J. Maxx
1 Collegetown
Shopping Center
Glassboro
Residual JV, 49%
250,515
76.6% Kmart, Staples
2 Bennetts Mills
Plaza
Jackson
Residual JV, 49%
127,230
93.8% Stop & Shop
3 Lakewood Plaza
Lakewood
Residual JV, 49%
203,547
91.1% ShopRite
4 Marlton Crossing I
Marlton
Residual JV, 49%
154,124
98.7% Burlington Coat Factory,
HomeGoods
5 Marlton Crossing
II
Marlton
Residual JV, 49%
157,228
92.2% DSW, T.J. Maxx
6 Old Bridge
Gateway
Old Bridge
Residual JV, 49%
235,995
89.1% Marshalls, Robert Wood Johnson
Fitness
7 Morris Hills
Shopping Center
Parsippany
Residual JV, 49%
159,230
94.0% Clearview Cinema Group,
Marshalls
8 Rio Grande Plaza
Rio Grande
Residual JV, 49%
141,355
94.1% JC Penney, Peebles, PetSmart
9 Ocean Heights
Shopping Center
Somers Point
Residual JV, 49%
173,599
97.8% ShopRite, Staples
10 ShopRite
Supermarket
Springfield
Residual JV, 49%
32,209
11 Tinton Falls Plaza
Tinton Falls
Residual JV, 49%
98,410
12 Cross Keys
Commons
Turnersville
Residual JV, 49%
216,428
13 Dover Park Plaza
Yardville
Galileo JV, 49%
56,808
Santa Fe
Residual JV, 49%
35,800
1 University Mall
Canton
Galileo JV, 49%
81,027
2 Parkway Plaza
Carle Place
Residual JV, 49%
89,704
100.0% Minado, Stew Leonard Wines, T.J.
Maxx
3 Suffolk Plaza
East Setauket
Residual JV, 49%
84,480
100.0% Waldbaum's
4 Three Village
Shopping Center
East Setauket
Residual JV, 49%
77,458
5 Elmira Plaza
Elmira
Residual JV, 49%
50,803
6 Genesee Valley
Shopping Center
Geneseo
Galileo JV, 49%
191,284
7 Pyramid Mall
Geneva
Residual JV, 49%
199,363
8 McKinley Plaza
Hamburg
Galileo JV, 49%
93,144
9 Dalewood I, II &
III Shopping
Center
Hartsdale
Residual JV, 49%
191,441
Property Name
GLA (1)
275,011
Percent Leased
(2)
Anchor Tenant
99.2% Babies"R"Us, Burlington Coat
Factory, Stein Mart, T.J. Maxx
NEW HAMPSHIRE
92.1% Jo-Ann Fabrics, Shaw’s
NEW JERSEY
100.0% ShopRite
95.5% Dollar Tree, WOW Fitness
95.7% Marshalls, Ross Dress for Less,
Staples
82.6% CVS, Dollar Buys
NEW MEXICO
1 St Francis Plaza
100.0% Walgreens, Whole Foods Market
NEW YORK
- 30 -
50.6% Rexford's Hardware
99.1% Ace Hardware, King Kullen
100.0% Big Lots, Dollar General, Rent Way
100.0% Tractor Supply, Wegmans
76.5% Big Lots, Monroe Motor Products
97.9% A.C. Moore, T.J. Maxx
89.0% Christmas Tree Shops, H Mart, T.J.
Maxx
City
Brixmor LLC
Ownership Interest
10 Hornell Plaza
Hornell
Galileo JV, 49%
253,329
98.6% Walmart, Wegmans
11 Cayuga Mall
Ithaca
Residual JV, 49%
203,888
95.6% Rite Aid, T.J. Maxx, True Value
Hardware
12 Kings Park
Shopping Center
Kings Park
Residual JV, 49%
71,940
94.6% Key Food Marketplace, T.J. Maxx
13 Falcaro's Plaza
Lawrence
Residual JV, 49%
60,957
95.2% Advance Auto Parts, OfficeMax
14 Shops at Seneca
Mall
Liverpool
Galileo JV, 49%
231,024
15 Village Square
Mamaroneck
Residual JV, 49%
17,000
16 Wallkill Plaza
Middletown
Residual JV, 49%
209,960
17 North Ridge Plaza
New Rochelle
Residual JV, 49%
40,991
18 Nesconset
Shopping Center
Port Jefferson
Station
Residual JV, 49%
122,996
19 Port Washington
Port
Washington
Residual JV, 49%
19,600
20 Riverhead
Riverhead
Residual JV, 49%
—
21 Roanoke Plaza
Riverhead
Residual JV, 49%
99,131
100.0% Best Yet Market, CVS, T.J. Maxx
22 Rockville Centre
Rockville
Centre
Residual JV, 49%
44,131
100.0% HomeGoods, Rite Aid
23 College Plaza
Selden
Residual JV, 49%
175,400
93.9% Bob's Stores, Rite Aid, ShopRite
24 Campus Plaza
Vestal
Residual JV, 49%
160,744
95.1% Olum's Furniture & Appliances,
Staples
25 Parkway Plaza
Vestal
Residual JV, 49%
204,954
26 Pier 1 Shopping
Center
Vestal
Residual JV, 49%
13,497
100.0% Pier 1 Imports
27 Shoppes at Vestal
Vestal
Residual JV, 49%
92,328
100.0% HomeGoods, Michaels, Old Navy
28 Town Square Mall
Vestal
Residual JV, 49%
279,583
29 The Plaza at
Salmon Run
Watertown
Residual JV, 49%
68,761
96.0% Hannaford Bros., Pier 1 Imports
30 Highridge Plaza
Yonkers
Residual JV, 49%
88,501
88.6% Pathmark
1 Devonshire Place
Cary
Galileo JV, 49%
104,441
2 McMullen Creek
Market
Charlotte
Residual JV, 49%
283,324
71.8% Burlington Coat Factory
3 The Commons at
Chancellor Park
Charlotte
Residual JV, 49%
348,604
99.1% Big Lots, Hobby Lobby, Home
Depot, Marshalls, Value City
Furniture
4 Macon Plaza
Franklin
Residual JV, 49%
92,787
5 Franklin Square
Gastonia
Residual JV, 49%
318,435
85.4% Bed Bath & Beyond, Best Buy,
Ross Dress for Less
6 Wendover Place
Greensboro
Residual JV, 49%
406,768
96.7% Babies"R"Us, Christmas Tree
Shops, Dick's Sporting Goods,
Kohl's, Michaels, PetSmart, Ross
Dress for Less
7 University
Commons
Greenville
Residual JV, 49%
232,816
87.7% Barnes & Noble, Harris Teeter, T.J.
Maxx
8 Longview Crossing
Hickory
Residual JV, 49%
40,598
9 Valley Crossing
Hickory
Residual JV, 49%
191,431
72.1% Academy Sports, Ollie's Bargain
Outlet
10 Kinston Pointe
Kinston
Residual JV, 49%
250,580
98.7% Dollar Tree, Walmart Supercenter
11 Magnolia Plaza
Morganton
Residual JV, 49%
104,539
58.7% Ingles
12 Innes Street
Market
Salisbury
Residual JV, 49%
349,425
98.7% Food Lion, Lowe's, Marshalls, Old
Navy, Tinsletown
13 Crossroads
Statesville
Residual JV, 49%
340,189
96.8% Big Lots, Walmart Supercenter
14 Thomasville
Crossing
Thomasville
Residual JV, 49%
78,509
Property Name
GLA (1)
Percent Leased
(2)
Anchor Tenant
87.0% Big Lots, Kmart
100.0% Trader Joe's
83.9% Ashley Furniture, Big Lots, Hobby
Lobby
90.7% Harmon Discount, New Rochelle
Health & Medical Center
94.0% Dollar Tree, HomeGoods
100.0% North Shore Farms
—
—
100.0% Bed Bath & Beyond, Kohl's,
PetSmart, PriceRite
99.3% Barnes & Noble, Dick's Sporting
Goods, Lowes Cinemas, T.J. Maxx
NORTH CAROLINA
- 31 -
100.0% Dollar Tree, Golf Galaxy, REI
86.9% BI-LO, Peebles
88.2% Food Lion
74.8% Just$ave, Rite Aid
City
Brixmor LLC
Ownership Interest
15 New Centre
Market
Wilmington
Residual JV, 49%
143,762
96.4% Marshalls, OfficeMax, PetSmart
16 University
Commons
Wilmington
Residual JV, 49%
235,345
94.8% HomeGoods, Lowes Foods, T.J.
Maxx
17 Parkway Plaza
Winston-Salem
Galileo JV, 49%
283,830
91.1% Citi Trends, Office Depot, Super
Compare Foods
18 Stratford
Commons
Winston-Salem
Galileo JV, 49%
72,308
1 Brunswick Town
Center
Brunswick
Residual JV, 49%
136,443
94.0% Giant Eagle
2 30th Street Plaza
Canton
Residual JV, 49%
157,055
86.1% Giant Eagle, Marc's
3 Brentwood Plaza
Cincinnati
Residual JV, 49%
225,152
98.2% Conway, Kroger
4 Delhi Shopping
Center
Cincinnati
Residual JV, 49%
169,603
76.0% Kroger
5 Harpers Station
Cincinnati
Residual JV, 49%
240,681
93.0% Bova Furniture, HomeGoods, LA
Fitness, Stein Mart, T.J. Maxx
6 Western Hills Plaza
Cincinnati
Residual JV, 49%
314,754
7 Western Village
Cincinnati
Residual JV, 49%
115,116
99.1% Kroger
8 Crown Point
Columbus
Residual JV, 49%
147,275
95.0% Kroger, Lombards
9 Southland
Shopping Center
Middleburg
Heights
Galileo JV, 49%
723,826
90.4% BJ's Wholesale Club, Burlington
Coat Factory, Cleveland Furniture
Bank, Giant Eagle, Jo-Ann Fabrics,
Marc's, Marshalls
10 Napoleon Center
Napoleon
Galileo JV, 49%
60,795
11 Tops Plaza
North Olmsted
Galileo JV, 49%
70,003
12 Tops Plaza
North
Ridgeville
Galileo JV, 49%
60,830
13 Market Place
Piqua
Residual JV, 49%
182,918
87.3% Kroger, Roses
14 Brice Park
Reynoldsburg
Galileo JV, 49%
158,565
86.5% Ashley Furniture, Michaels, Old
Navy
15 Streetsboro
Crossing
Streetsboro
Galileo JV, 49%
89,436
16 Southland
Shopping Plaza
Toledo
Residual JV, 49%
290,892
1 Village West
Allentown
Residual JV, 49%
133,611
2 Park Hills Plaza
Altoona
Residual JV, 49%
279,856
92.2% Dunham's Sports, PETCO,
Toys"R"Us, Weis Markets
3 Bensalem Square
Bensalem
Residual JV, 49%
70,378
100.0% Redner's Warehouse Market
4 Bethlehem Square
Bethlehem
Residual JV, 49%
389,450
98.0% Giant Food, Home Depot, T.J.
Maxx, Walmart
5 Lehigh Shopping
Center
Bethlehem
Residual JV, 49%
378,353
94.4% Big Lots, Giant Food, Mega
Marshalls, Staples, Wells Fargo
6 Boyertown
Shopping Center
Boyertown
Residual JV, 49%
83,229
7 Bristol Park
Bristol
Residual JV, 49%
276,653
92.9% Ollie's Bargain Outlet, Walmart
Supercenter
8 Bristol Plaza
Bristol
Galileo JV, 49%
145,356
36.1% Big Lots
9 Chalfont Village
Shopping Center
Chalfont
Residual JV, 49%
46,051
10 New Britain
Village Square
Chalfont
Residual JV, 49%
143,716
91.2% Giant Food
11 Collegeville
Shopping Center
Collegeville
Residual JV, 49%
110,696
88.8% Pep Boys
12 Whitemarsh
Shopping Center
Conshohocken
Residual JV, 49%
67,476
13 Valley Fair
Devon
Residual JV, 49%
105,086
Property Name
GLA (1)
Percent Leased
(2)
Anchor Tenant
83.8% Golf Galaxy, Mattress Firm,
OfficeMax
OHIO
100.0% Bed Bath & Beyond, Michaels,
Sears, Staples, T.J. Maxx
89.8% Chief Supermarket
100.0% Ollie's Bargain Outlet, Sears Outlet
94.7% Pat Catan's Craft Centers
91.6% Giant Eagle
79.5% Big Lots, Kroger, Planet Fitness
PENNSYLVANIA
- 32 -
100.0% Giant Food
73.2% Advance Auto Parts, Big Lots, CVS
82.4% Bottom Dollar
100.0% Giant Food, Wine & Spirits Shoppe
97.5% Chuck E. Cheese, Mealey's
Furniture
City
Brixmor LLC
Ownership Interest
14 Dickson City
Crossings
Dickson City
Residual JV, 49%
301,462
100.0% Dick's Sporting Goods, hhgregg,
Home Depot, PetSmart, T.J. Maxx
15 Dillsburg Shopping
Center
Dillsburg
Residual JV, 49%
146,193
100.0% Giant Food, Tractor Supply
16 Barn Plaza
Doylestown
Residual JV, 49%
237,681
17 Market Street
Square
Elizabethtown
Galileo JV, 49%
169,856
18 Gilbertsville
Shopping Center
Gilbertsville
Residual JV, 49%
85,748
19 Mount Carmel
Plaza
Glenside
Residual JV, 49%
14,504
20 Kline Plaza
Harrisburg
Residual JV, 49%
220,288
21 Johnstown Galleria
Outparcel
Johnstown
Galileo JV, 49%
61,968
22 Stone Mill Plaza
Lancaster
Residual JV, 49%
106,736
23 Woodbourne
Square
Langhorne
Residual JV, 49%
29,821
86.9% —
24 North Penn Market
Place
Lansdale
Residual JV, 49%
58,458
53.7% —
25 New Holland
Shopping Center
New Holland
Residual JV, 49%
65,878
88.0% Amelia's Grocery Outlet, Family
Dollar, Fashion Bug
26 Village at
Newtown
Newtown
Residual JV, 49%
177,181
27 Cherry Square
Northampton
Residual JV, 49%
75,005
28 Shoppes at Valley
Forge
Phoenixville
Residual JV, 49%
176,676
29 Plymouth Plaza
Office Building
Plymouth
Meeting
Residual JV, 49%
30,013
30 TD Bank
Plymouth
Meeting
Residual JV, 49%
3,800
31 County Line Plaza
Souderton
Residual JV, 49%
171,877
98.6% Bottom Dollar, Planet Fitness, VF
Outlet
32 69th Street Plaza
Upper Darby
Residual JV, 49%
41,711
100.0% EZ Bargains, Rent-A-Center, Super
Dollar City
33 Warminster Towne
Center
Warminster
Residual JV, 49%
237,152
100.0% A.C. Moore, PetSmart, Ross Dress
for Less, ShopRite
34 Chesterbrook
Village Shopping
Center
Wayne
Residual JV, 49%
122,216
35 Shops at Prospect
West
Hempfield
Galileo JV, 49%
63,392
36 Whitehall Square
Whitehall
Residual JV, 49%
315,192
37 Wilkes-Barre
Township
Marketplace
Wilkes-Barre
Galileo JV, 49%
307,610
1 Park Centre
Columbia
Residual JV, 49%
226,705
2 Circle Center
Hilton Head
Residual JV, 49%
65,213
3 Island Plaza
James Island
Galileo JV, 49%
171,224
4 Lexington Town
Square
Lexington
Residual JV, 49%
75,763
77.6% Dollar General, Food Lion,
Musicians Supply
5 Remount Village
Shopping Center
North
Charleston
Galileo JV, 49%
60,238
79.0% BI-LO
6 Fairview Corners I
& II
Simpsonville
Residual JV, 49%
131,002
97.4% Ross Dress for Less, T.J. Maxx
Athens
Residual JV, 49%
180,305
96.1% Dunham's Sports, Kmart
Property Name
GLA (1)
Percent Leased
(2)
Anchor Tenant
98.5% Kohl's, Marshalls, Regal Cinemas
100.0% Kmart, Weis Markets
96.3% Weis Markets
100.0% SGS Paper
88.0% Giant Food, The Dept. of Health
100.0% Chuck E. Cheese, Dunham's Sports,
Staples
97.9% Giant Food, Majik Rent-To-Own
92.0% McCaffrey's
95.1% Redner's Warehouse Market
97.6% French Creek Outfitters, Redner's
Warehouse Market, Staples
86.3% Clear Wireless, Medical
Rehabilitation Centers of
Pennsylvania
100.0% TD Bank
35.5% —
94.1% Hallmark, Musser's Markets
97.5% Mealey's Furniture, Redner's
Warehouse Market, Ross Dress for
Less, Sports Authority
100.0% Walmart Supercenter
SOUTH CAROLINA
78.5% BCBS of SC, Roundabouts
Consignments
87.6% BI-LO
91.6% Burke's Outlet, Dollar Tree, Food
Lion, Gold's Gym
TENNESSEE
1 Congress Crossing
- 33 -
City
Brixmor LLC
Ownership Interest
2 East Ridge
Crossing
Chattanooga
Galileo JV, 49%
58,950
3 Germantown
Square
Cordova
NPK
Redevelopment I,
LLC JV, 20%
119,457
100.0% Incredible Pizza Company, L'Ecole
Culinaire
4 Watson Glen
Shopping Center
Franklin
Residual JV, 49%
265,027
94.8% Aldi, Big Lots, Franklin Athletic
Club, Kmart, Trees n Trends
5 Williamson Square
Franklin
Residual JV, 49%
329,378
91.8% Grace Church Nashville, Hobby
Lobby, Kroger, USA Baby
6 Greeneville
Commons
Greeneville
Residual JV, 49%
228,618
94.2% Belk, JC Penney, Kmart
7 Hazel Path
Commons
Hendersonville
Residual JV, 49%
162,962
70.2% Sears Outlet
8 Oakwood
Commons
Hermitage
Residual JV, 49%
278,017
87.6% Peebles, Publix, Ross Dress for
Less
9 Kingston Overlook
119,360
Property Name
GLA (1)
Percent Leased
(2)
Anchor Tenant
94.9% Food Lion
Knoxville
Galileo JV, 49%
10 Riverdale Square
Memphis
NPK
Redevelopment I,
LLC JV, 20%
4,667
100.0% Babies"R"Us, Michaels
11 Wolfcreek
Memphis
Residual JV, 49%
325,836
94.9% Best Buy, Office Depot, PetSmart,
Sports Authority
12 Georgetown
Square
Murfreesboro
Residual JV, 49%
104,117
95.2% Kroger
13 Commerce Central
Tullahoma
Residual JV, 49%
182,401
92.8% Walmart Supercenter
14 Merchant's Central
Winchester
Galileo JV, 49%
208,123
95.1% Walmart Supercenter
1 Bardin Place
Center
Arlington
Residual JV, 49%
309,488
96.5% Hemispheres, Sports Authority
2 Townshire
Bryan
Residual JV, 49%
136,693
82.4% Tops Printing, Walmart
3 Plantation Plaza
Clute
Galileo JV, 49%
99,141
4 Central Station
College Station
Residual JV, 49%
176,685
85.4% OfficeMax, Spec's Liquors
5 Rock Prairie
Crossing
College Station
Residual JV, 49%
119,000
98.9% CVS, Kroger
6 Skillman Abrams
(3)
Dallas
Residual Unconsolidated JV,
49%
133,207
90.1% Tom Thumb
7 Kenworthy
Crossing
El Paso
Residual JV, 49%
74,169
8 The Centre at
Preston Ridge
Frisco
Residual JV, 49%
730,241
9 The Market at
Preston Ridge
Frisco
Residual JV, 49%
50,326
10 Undeveloped land
parcels
Frisco
BPR Land
Partnership, L.P. JV,
50%
—
—
—
11 Undeveloped land
parcels
Frisco
BPR South, L.P. JV,
50%
—
—
—
12 Trinity Commons
Ft. Worth
Residual JV, 49%
197,423
96.4% DSW, Tom Thumb
13 Beltway South
Houston
Galileo JV, 49%
107,174
89.6% Kroger
14 Braes Link
Houston
Residual JV, 49%
38,997
87.2% Walgreens
15 Braesgate
Houston
Residual JV, 49%
91,382
96.1% Food Town
16 Hearthstone
Corners
Houston
Residual JV, 49%
208,147
17 Inwood Forest
Houston
Galileo JV, 49%
77,553
91.0% Foodarama
18 Jester Village
Houston
Residual JV, 49%
64,285
71.7% H-E-B
19 Jones Plaza
Houston
Galileo JV, 49%
111,206
81.4% 24 Hour Fitness, Hancock Fabrics
20 Jones Square
Houston
Galileo JV, 49%
169,003
90.7% Big Lots, Hobby Lobby
21 Northwood
Houston
Residual JV, 49%
136,747
96.0% Food City
100.0% —
TEXAS
- 34 -
99.0% Kroger, Walgreens
98.4% Albertsons
93.0% Best Buy, Big Lots, DSW, Gatti
Town, Marshalls, Old Navy, Ross
Dress for Less, Stein Mart, T.J.
Maxx
100.0% Sheplers
97.6% Big Lots, Kroger, Stein Mart
City
Brixmor LLC
Ownership Interest
22 Orange Grove
Houston
Galileo JV, 49%
189,201
23 Pinemont
Shopping Center
Houston
Residual JV, 49%
73,577
24 Royal Oaks Village
Houston
Residual JV, 49%
145,229
25 Sharpstown Plaza
Houston
Residual JV, 49%
43,631
26 Crossing at Fry
Road
Katy
Galileo JV, 49%
237,340
27 Crossroads Center
Pasadena
Residual JV, 49%
134,006
94.5% Kroger, Sears Hardware
28 Spencer Square
Pasadena
Residual JV, 49%
194,512
96.4% Burke's Outlet, Kroger
29 Pearland Plaza
Pearland
Residual JV, 49%
156,661
95.6% Kroger, Palais Royal
30 Northshore Plaza
Portland
Galileo JV, 49%
152,144
87.7% Bealls (Stage Stores), H-E-B
31 Keegan's Meadow
Stafford
Galileo JV, 49%
125,491
92.9% Palais Royal, Randalls
32 Tomball Parkway
Plaza
Tomball
Galileo JV, 49%
133,629
78.7% Big Lots, Palais Royal
33 The Centre at
Navarro
Victoria
Residual JV, 49%
47,960
Rutland
Residual JV, 49%
224,514
98.0% Price Chopper, T.J. Maxx, Walmart
1 Spradlin Farm
Christiansburg
Residual JV, 49%
180,220
97.1% Barnes & Noble, Big Lots,
Michaels, T.J. Maxx
2 Culpeper Town
Square
Culpeper
Residual JV, 49%
132,882
100.0% Food Lion, Mountain Run Bowling,
Tractor Supply
3 Hanover Square
Mechanicsville
Residual JV, 49%
129,887
93.7% Gold's Gym, Martin's Super Market
4 Jefferson Green
Newport News
Residual JV, 49%
54,934
83.5% Tuesday Morning
5 Tuckernuck Square
Richmond
Galileo JV, 49%
86,010
95.6% Chuck E. Cheese
6 Cave Spring
Corners
Roanoke
Residual JV, 49%
147,133
100.0% Hamrick's, Kroger
7 Hunting Hills
Roanoke
Galileo JV, 49%
166,207
8 Valley Commons
Salem
Galileo JV, 49%
45,580
9 Lake Drive Plaza
Vinton
Residual JV, 49%
163,090
98.2% Big Lots, Goodwill, Kroger
Virginia Beach
Galileo JV, 49%
149,533
90.9% Office Depot, PetSmart, Trader
Joe's
1 Moundsville Plaza
Moundsville
Galileo JV, 49%
176,156
93.0% Big Lots, Kroger
2 Grand Central
Plaza
Parkersburg
Galileo JV, 49%
75,344
1 Fox River Plaza
Burlington
Residual JV, 49%
169,883
2 Packard Plaza
Cudahy
Galileo JV, 49%
125,247
3 Fitchburg Ridge
Shopping Ctr
Fitchburg
Residual JV, 49%
50,555
4 Spring Mall
Greenfield
Residual JV, 49%
188,861
95.8% T.J. Maxx
5 Mequon Pavilions
Mequon
Residual JV, 49%
218,116
86.8% Sendik's Food Market
6 Northridge Plaza
Milwaukee
Galileo JV, 49%
152,390
7 Moorland Square
Shopping Ctr
New Berlin
Residual JV, 49%
98,303
8 Paradise Pavilion
West Bend
Residual JV, 49%
209,249
Property Name
GLA (1)
Percent Leased
(2)
Anchor Tenant
100.0% 24 Hour Fitness, FAMSA, Floor
Décor
92.9% Family Dollar, Houston Community
College
95.5% H-E-B
93.1% Family Thrift Center
100.0% Hobby Lobby, Kroger, Palais Royal,
Stein Mart
100.0% Hastings, Walgreens
VERMONT
1 Rutland Plaza
VIRGINIA
10 Hilltop Plaza
92.3% Kohl's
81.6% Food Lion
WEST VIRGINIA
90.7% Office Depot, T.J. Maxx
WISCONSIN
47.9% Dunham's Sports
71.8% Jo-Ann Fabrics, Merchandise Outlet
100.0% Wisconsin Dialysis
43.8% —
100.0% Pick 'n Save
92.3% Kohl's
(1)
GLA represents gross leasable area in square feet and includes 100% of properties owned by unconsolidated real estate joint ventures.
(2)
Includes all leases in effect on December 31, 2012, including those that are fully executed, but as to which tenant has not yet opened for
business.
(3)
The Residual JV holds an interest in this property held through an unconsolidated joint venture.
The following table sets forth certain information as of December 31, 2012, regarding our pro rata share of
properties in the Unconsolidated Portfolio on a state-by-state basis:
- 35 -
State
1
2
3
4
5
6
7
8
9
10
11
12
Alabama
Arizona
California
Colorado
Connecticut
Delaware
Florida
Georgia
Illinois
Indiana
Iowa
Kansas
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Michigan
Minnesota
Missouri
Mississippi
North Carolina
New Hampshire
New Jersey
New Mexico
Nevada
New York (3)
Ohio
Pennsylvania
South Carolina
Tennessee
Texas (3)
Virginia
Vermont
Wisconsin
West Virginia
Number of Properties
GLA (1)
Percent
Leased
Percent of
Scheduled ABR
(2)
2
4
22
3
17
1
25
31
24
10
4
2
413,458
304,710
2,086,095
392,764
1,104,691
94,009
2,076,221
2,018,791
2,357,707
769,483
265,749
183,196
93%
64%
96%
84%
93%
100%
88%
85%
92%
84%
83%
90%
0.9%
0.6%
9.7%
1.3%
4.5%
0.3%
7.0%
5.0%
7.3%
1.9%
0.5%
0.4%
9
3
2
3
11
15
12
7
3
18
5
13
1
4
30
16
37
6
14
33
10
1
8
2
408
771,777
212,331
191,956
225,439
847,019
1,365,271
855,930
521,752
165,104
1,900,069
377,148
983,272
17,542
243,508
1,723,535
1,540,239
2,670,661
357,771
1,221,941
2,285,482
615,183
110,012
594,176
123,235
31,987,227
93%
96%
93%
93%
92%
90%
95%
94%
77%
90%
95%
92%
100%
91%
93%
91%
92%
86%
92%
93%
95%
98%
78%
92%
91%
1.8%
0.4%
0.4%
0.8%
2.8%
3.3%
2.7%
1.2%
0.3%
5.2%
1.2%
4.1%
0.1%
0.9%
7.0%
4.2%
8.4%
0.8%
3.1%
8.0%
2.0%
0.3%
1.3%
0.3%
100.0%
(1)
GLA represents gross leasable area in square feet.
ABR represents 2012 scheduled ABR based on contractual minimum lease payments as of December 31, 2012, but excludes additional rent
such as percentage rent and common area maintenance, real estate taxes and insurance reimbursements.
(3)
New York has one land parcel and Texas has two land parcels with no GLA and tenants.
(2)
The following table sets forth, as of December 31, 2012, a schedule of lease expirations for leases in place at our pro
rata share of properties in our Unconsolidated Portfolio, for each of the next ten years and thereafter, assuming no
exercise of renewal options or base rent escalations over the lease term:
- 36 -
Number of Leases
Expiring
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022+
Total:
Leased GLA
1,385
1,165
1,083
866
874
394
180
153
150
400
6,650
% of ABR
3,322,849
3,931,918
4,211,238
4,057,143
3,395,502
2,266,868
1,019,338
1,281,308
1,151,066
4,387,628
29,024,858
12.4%
13.8%
13.8%
13.7%
12.8%
8.0%
3.7%
4.1%
3.9%
13.8%
100.0%
The following table sets forth the 10 largest tenants based on total ABR for our pro rata share of properties in the
Unconsolidated Portfolio as of December 31, 2012:
Percent of Total ABR
The TJX Companies, Inc.
The Kroger Co.
Dollar Tree Stores, Inc.
Wal-Mart Stores, Inc.
Ahold USA, Inc.
Sears Holding Corporation
Bed Bath & Beyond Inc.
Safeway, Inc.
Staples, Inc.
Best Buy Co., Inc.
3.7%
2.9%
1.8%
1.7%
1.7%
1.4%
1.3%
1.2%
1.2%
1.2%
18.1%
Item 3. Legal Proceedings
We are not presently involved in any material litigation arising outside the ordinary course of our business.
However, we are involved in routine litigation arising in the ordinary course of business, none of which we believe,
individually or in the aggregate, taking into account existing reserves, will have a material impact on our results of
operations or financial condition.
Item 4. Mine Safety Disclosures
Not applicable.
- 37 -
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Our limited liability company interests are privately held, and there is no established public trading market for these
equity interests. As of April 1, 2013, there was one holder of record of our limited liability company interests, our
managing member.
We are a privately held company and do not have securities listed on a national exchange. We may, from time to
time, make distributions to our parent for its working capital purposes at such times and in such amounts as may be
necessary, appropriate or advisable, subject to applicable law. In 2012 and 2011, we distributed $75.9 million and
$96.0 million, respectively, to our parent. For information on distributions, as well as restrictions on the ability of
our subsidiaries to transfer funds to us in the form of cash dividends or otherwise, see “Item 7-Management's
Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources.”
We do not have any securities that are authorized for issuance under equity compensation plans.
We have not repurchased any of our limited liability company interests during the three months ended December 31,
2012.
- 38 -
Item 6. Selected Financial Data
The following table shows our selected consolidated financial data for the periods indicated. This information
should be read together with our audited financial statements and notes thereto and with “Management's Discussion
and Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report.
The Successor period in the following table reflects our selected financial data for the period following the
Acquisition through the end of the 2012 fiscal year, and the Predecessor period in the following table reflects our
selected financial data for the periods prior to the Acquisition.
Successor
Predecessor
Period from
June 28,
through
December 31,
2011
Year ended
December 31,
2012
Period from
January 1,
through June
27, 2011
Year ended
December 31,
2010
Year ended
December 31,
2009
Year ended
December 31,
2008
(In thousands)
Operating Data:
Rental income (1)
$
220,567
$
110,707
$
102,994
$
212,661
$
220,899
$
Expense reimbursements(1)
$
56,322
$
27,888
$
26,534
$
57,142
$
56,142
$
76,326
Depreciation and amortization(1)
$
122,368
$
71,440
$
49,176
$
118,456
$
115,089
$
188,934
Impairment of real estate(1)
$
—
$
—
$
—
$
117,748
$
37,194
$
201,469
Impairment of other intangibles(1)
$
—
$
—
$
76,548
$
—
$
—
$
173,536
Gain on sale of real estate assets(1)
$
1,395
$
—
$
—
$
—
$
—
$
Interest expense(1)
$
(90,236)
$
(47,967)
$
(44,883)
$
(85,086)
$
(83,134)
$
(99,311)
Loss from continuing operations
$
(72,344)
$
(68,300)
$
(81,540)
$
(148,651)
$
(226,747)
$
(486,567)
295,401
—
(1) Does not include amounts reflected in discontinued operations. All periods have been adjusted to reflect the impact of operating properties sold during the year
ended December 31, 2012, the period from June 28, 2011 through December 31, 2011, the period from January 1, 2011 through June 27, 2011, the years ended
December 31, 2010, 2009 and 2008 and properties classified as held for sale as of December 31, 2012, which are reflected in Discontinued operations in the
Consolidated Statements of Operations.
Successor
Balance Sheet Data as of the End of Each Year
2012
Predecessor
2011
2010
2009
2008
Real estate, net
$
2,221,308
$
2,339,944
$
2,305,898
$
2,504,715
$
3,172,603
Total assets
$
3,120,197
$
3,290,527
$
3,168,029
$
3,337,538
$
4,157,384
$
1,420,234
$
1,460,853
$
1,577,516
$
1,523,020
$
1,745,368
Total liabilities
$
1,614,751
$
1,689,003
$
1,842,778
$
1,826,632
$
2,131,036
Redeemable noncontrolling interests in partnerships
$
21,467
$
21,559
$
21,559
$
21,559
$
25,051
Total equity
$
1,483,979
$
1,579,965
$
1,303,692
$
1,489,347
$
2,001,297
Debt obligations, net
(1)
(1)
Debt includes mortgage and secured loans, notes payable, and credit agreements, including unamortized premium or net of
unamortized discount.
- 39 -
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the Consolidated Financial Statements and the
accompanying notes thereto. Historical results and percentage relationships set forth in the Consolidated Statements
of Operations and Comprehensive Loss and contained in the Consolidated Financial Statements and accompanying
notes, including trends which might appear, should not be taken as indicative of future operations.
Information presented as of December 31, 2012 and 2011, for the year ended December 31, 2012 and for the period
from June 28, 2011 through December 31, 2011 represents that of the Successor. Information presented for the
period from January 1, 2011 through June 27, 2011 and the year ended December 31, 2010 represents that of the
Predecessor.
Executive Summary
We are an owner and operator of community and neighborhood shopping centers in the United States. On February
28, 2011, BPG, an affiliate of BREP VI agreed to purchase certain United States assets and management platform,
including the indirect ownership interests in us, of CNP and its managed funds. On June 28, 2011, the Acquisition
was consummated, resulting in BPG acquiring 585 properties for approximately $9.0 billion, net of cash acquired
for $0.1 billion. The Consideration included approximately $1.2 billion in cash and $7.8 billion of assumed
indebtedness.
The Consideration was funded through BREP VI making an initial capital contribution of approximately $2.3
billion, and following the closing of the Transactions, $0.9 billion of cash was used to repay a portion of the
outstanding indebtedness assumed. In addition, approximately $1.5 billion of debt financing was obtained, which is
secured by 115 community and neighborhood shopping centers, and BPG repaid and/or refinanced approximately
$2.4 billion of assumed indebtedness with the proceeds from this debt financing. As a result of the Transactions, we
are now indirectly wholly owned by BPG.
In connection with the Transactions, on June 28, 2011, (i) the ownership interests in 21 properties which were not
wholly owned by us or our subsidiaries were conveyed to us or our subsidiaries by certain affiliated entities pursuant
to interest assignments, contribution agreements or deeds; (ii) our ownership interest in the Galileo JV increased
from 5% to 49%; (iii) we, via our 49% interest in the Residual JV, acquired an interest in an additional 156
properties that were conveyed to the Residual JV by certain of its affiliated entities (other than us and our
consolidated subsidiaries) pursuant to interest assignments, contribution agreements or deeds; and (iv) the ownership
interests in ERT Australian Management, LP, a property manager for 98 properties, were distributed by our
subsidiaries to subsidiaries of BPG.
The following highlights our significant transactions, events and results that occurred during the year ended December
31, 2012:
Portfolio Information:
•
•
•
•
•
Same property net operating income (“Same Property NOI”) in our Consolidated Portfolio increased by
$8.3 million or 5.3% for the year ended December 31, 2012, as compared to the corresponding period in
2011 (see below for additional disclosure on Same property NOI);
Occupancy for the Consolidated Portfolio increased over 300 basis points from 83% at December 31, 2011
to 86% at December 31, 2012;
Occupancy for the Total Portfolio increased over 100 basis points from 88% at December 31, 2011 to 90%
at December 31, 2012;
We executed 602 leases in our Consolidated Portfolio totaling 3.6 million square feet of GLA, including
185 new leases totaling 1.0 million square feet of GLA and 417 renewals totaling 2.6 million square feet of
GLA. The average ABR under the new leases increased 16.8% from the prior tenant’s ABR and increased
7.1% for both new and renewal leases on comparable space from the prior tenant’s ABR. The average ABR
per leased square foot of these new leases in our Consolidated Portfolio is $10.18 and the average ABR per
leased square foot of these new and renewal leases in our Consolidated Portfolio is $10.57; and
We executed 2,346 leases in our Total Portfolio totaling 13.2 million square feet of GLA, including 739
new leases totaling 3.7 million square feet of GLA and 1,607 renewals totaling 9.5 million square feet of
GLA. The average ABR under the new leases increased 19.8% from the prior tenant’s ABR and increased
- 40 -
•
•
6.2% for both new and renewal leases on comparable space from the prior tenant’s ABR. The average ABR
per leased square foot of these new leases in our Total Portfolio is $11.68 and the average ABR per leased
square foot of these new and renewal leases in our Total Portfolio is $11.86;
The average ABR per leased square foot in our Consolidated Portfolio increased from $10.36 at December
31, 2011 to $10.90 at December 31, 2012; and
The average ABR per leased square foot in our Total Portfolio increased from $11.09 at December 31, 2011
to $11.30 at December 31, 2012.
Acquisition Activity:
•
We acquired two retail buildings which were previously unowned buildings at two of our existing shopping
centers, for approximately $3.2 million.
Disposition Activity:
•
We disposed of 17 shopping centers, one related retail asset, one land parcel and two buildings from the
Consolidated Portfolio for aggregate net proceeds of $45.9 million, and recognized an aggregate gain of $5.8
million and impairment charges of $13.1 million related to these transactions.
Capital Activity (for additional details see Liquidity and Capital Resources below):
•
•
We obtained a $90 million mortgage loan (the "Mortgage Loan"), which is scheduled to mature on
September 1, 2015, with two extension options to extend through September 1, 2016 and then to August 1,
2017, subject in each case to the satisfaction of certain financial conditions; and
We repaid approximately $95.8 million of our outstanding 5.125% senior unsecured notes due 2012.
Same Property Net Operating Income
Same property net operating income (“Same Property NOI”), a non-GAAP measure, is often used by real estate
companies as a supplemental measure of operating performance. Although Same Property NOI is not presented in
accordance with GAAP, we believe it assists investors in understanding our business and operating results by
providing useful supplemental data regarding the underlying economics of our business operations. Management
uses Same Property NOI to review our operating results for comparative purposes with respect to previous periods
or forecasts, and also to evaluate future prospects. Our investors can also use Same Property NOI as supplementary
information to evaluate operating performance. Our Same Property NOI is not intended to be a performance
measure that should be regarded as an alternative to, or more meaningful than, our GAAP financial measures. NonGAAP financial measures have limitations as they do not include all items of income and expense that affect our
operations, and, accordingly, should always be considered as supplemental to our financial results presented in
accordance with GAAP.
We believe that Same Property NOI is helpful to investors as a measure of our operational performance because it
includes only the net operating income of properties owned for the full period presented, which eliminates
disparities in net income due to the acquisition or disposition of properties during the period presented, and,
therefore, provides a more consistent metric for comparing the performance of our properties. Same Property NOI
should not be considered as alternatives to net income (determined in accordance with GAAP) as an indicator of our
financial performance. In addition, our computation of Same Property NOI may differ from similarly titled
measures reported by other companies and, therefore, may not be comparable to such other companies.
We calculate Same Property NOI as the change in the property revenues less property operating expenses, excluding
(i) depreciation and amortization, (ii) general and administrative, (iii) results from properties classified as
discontinued operations, (iv) straight line rents, (v) lease termination income, (vi) amortization of above / below
market leases, (vii) self insurance expense and (viii) fee income, of the same property pool from the prior year
reporting period to the current year reporting period. Same property NOI includes all properties in the Consolidated
Portfolio that are owned as of the end of both the current and prior year reporting periods and for the entirety of
both periods, excluding properties classified as discontinued operations and land.
The following reconciles Same Property NOI to net loss (dollars in thousands):
- 41 -
Same Property NOI including redevelopment
Year
Ended
December
31, 2012
(Successor)
Period
from June
28, through
December
31, 2011
(Successor)
Period from
January 1,
through
June 27, 2011
(Predecessor)
Year Ended
December
31, 2011
(Combined)
$ 164,773
$
$
$
80,974
75,481
156,455
Adjustments to reconcile to net loss
Non-same property NOI
Total other income
Total other expenses
Equity in loss of unconsolidated real estate
joint ventures
Impairment of other intangibles
Impairment of real estate assets
Gain on sale of real estate
Net loss
Same Property NOI percent change
6,571
3,823
610
4,433
24,361
16,094
21,734
37,828
(221,419)
(126,156)
(102,071)
(228,227)
(47,337)
(43,253)
(82)
(43,335)
(76,548)
(76,548)
—
—
(9,002)
—
—
1,699
—
—
(68,518) $
(80,876) $
$ (80,354)
$
—
—
(149,394)
5.3%
In accordance with ASC 360, the results of operations of properties that have been disposed of (by sale, by
abandonment, or in a distribution to owners) or classified as held for sale must be classified as discontinued
operations and segregated in our Consolidated Statements of Operations and Comprehensive Loss and our
Predecessor's Consolidated Statements of Operations and Comprehensive Loss. Therefore, results of operations
from prior periods have been restated to reflect the current pool of assets disposed of or held for sale.
Results of operations for the twelve months ended December 31, 2012, the period from June 28, 2011 through
December 31, 2011, and the period from January 1, 2011 through June 27, 2011
Rental Revenues
Rental income was $220.6 million for the twelve months ended December 31, 2012, as compared to $110.7 million
for the period from June 28, 2011 through December 31, 2011 and $103.0 million for the period from January 1,
2011 through June 27, 2011. The $6.9 million increase in rental income for the twelve months ended December 31,
2012, compared to 2011, was primarily due to:
•
•
•
The Transactions, which increased rental income during the year ended December 31, 2012 by
approximately $4.3 million;
Increase of occupancy and rental rates during the year ended December 31, 2012, in all operating
properties owned by us at January 1, 2011 and at December 31, 2012, excluding properties
conveyed to us in the Transactions, which increased rental income during the year ended
December 31, 2012 by approximately $6.2 million; and
Net decrease of amortization of above and below market leases, which assets/liabilities were
recorded at fair value in connection with the Transactions, which decreased rental income during
the year ended December 31, 2012 by approximately $3.8 million.
Other revenues were $2.4 million for the twelve months ended December 31, 2012, as compared to $1.5 million for
the period from June 28, 2011 through December 31, 2011 and $9.1 million for the period from January 1, 2011
through June 27, 2011. The $8.2 million decrease in other revenue for the twelve months ended December 31, 2012,
compared to 2011, was primarily due to decrease in fee income as a result of the Transactions.
Operating Expenses
Real estate taxes were $38.5 million for the twelve months ended December 31, 2012, as compared to $18.8 million
for the period from June 28, 2011 through December 31, 2011 and $18.3 million for the period from January 1, 2011
through June 27, 2011. The $1.4 million increase in real estate taxes for the twelve months ended December 31,
2012, compared to 2011, was primarily due to:
- 42 -
•
•
The Transactions, which increased real estate taxes during the twelve months ended December 31,
2012 by approximately $1.0 million; and
Higher assessments at certain properties, which increased real estate taxes by approximately $0.6
million.
Depreciation and amortization were $122.4 million for the twelve months ended December 31, 2012, as compared to
$71.4 million for the period from June 28, 2011 through December 31, 2011 and $49.2 million for the period from
January 1, 2011 through June 27, 2011. The $1.8 million increase in depreciation and amortization for the twelve
months ended December 31, 2012, compared to 2011, was primarily due to:
•
•
The Transactions, which increased depreciation and amortization during the twelve months ended
December 31, 2012 by approximately $3.3 million, and partially offset by;
Decreased amortization expense of deferred leasing costs, which decreased depreciation and
amortization during the twelve months ended December 31, 2012 by approximately $1.2 million.
General and administrative expenses were $2.2 million for the twelve months ended December 31, 2012, as
compared to $1.6 million for the period from June 28, 2011 through December 31, 2011 and $5.5 million for the
period from January 1, 2011 through June 27, 2011. The $4.9 million decrease in general and administrative
expenses for the twelve months ended December 31, 2012, compared to 2011, was primarily due to:
•
•
The Transactions, which resulted in the termination of certain management and subcontracting
agreements, which decreased subcontracting fees by approximately $3.8 million; and
Decreased state and local tax expense in 2012, which decreased general and administrative
expenses by approximately $1.2 million.
Other Income and Expenses
Equity in (loss) income of unconsolidated real estate joint ventures was $(47.3) million for the twelve months ended
December 31, 2012, as compared to $(43.3) million for the period from June 28, 2011 through December 31, 2011
and $(0.1) million for the period from January 1, 2011 through June 27, 2011. The $(3.9) million increase in equity
in loss of unconsolidated real estate joint ventures for the twelve months ended December 31, 2012, compared to
2011, was primarily due to:
•
Increased depreciation and amortization expense recorded by the Residual JV and the Galileo JV
resulting from properties recorded at fair value, combined with our increased ownership interest in
the Galileo JV resulting from the Transactions, which increased our equity in loss of
unconsolidated real estate joint ventures during the twelve months ended December 31, 2012 by
approximately $5.1 million.
Interest expense was $90.2 million for the twelve months ended December 31, 2012, as compared to $48.0 million
for the period from June 28, 2011 through December 31, 2011 and $44.9 million for the period from January 1, 2011
through June 27, 2011. The $2.7 million decrease in interest expense for the twelve months ended December 31,
2012, compared to 2011, was primarily due to:
•
•
The repayment in 2011 and 2012 of certain unsecured notes, which decreased interest expense by
approximately $4.0 million; and
Decreased amortization of the debt premium/discount on our indebtedness recorded at fair value in
connection with the Transactions, which increased interest expense by approximately $1.2 million.
Impairment Charges:
During the twelve months ended December 31, 2012, we recorded impairment charges of $13.1 million over our
real estate assets relating to discontinued operations.
In connection with the Transactions, our ownership structure changed, and we expected significant reduction in our
forecasted cash flow derived from certain property and funds management services. Thus, we recorded an
impairment charge of $76.5 million over our other intangibles, namely the value of the asset management fee stream
and the value of property management rights during the period from January 1, 2011 through June 27, 2011.
- 43 -
Results of operations for the period from June 28, 2011 through December 31, 2011, the period from January
1, 2011 through June 27, 2011 and the twelve months ended December 31, 2010
Rental Revenues
Rental income was $110.7 million for the period from June 28, 2011 through December 31, 2011, $103.0 million for
the period from January 1, 2011 through June 27, 2011, as compared to $212.7 million for the year ended December
31, 2010. The $1.0 million increase in rental income in 2011, compared to 2010, was primarily due to:
•
•
•
The Transactions, which increased rental income by approximately $4.8 million;
Increase of occupancy and rental rate on new and renewal leases during 2011, in all operating
properties owned by us at January 1, 2010 and at December 31, 2011, excluding properties
conveyed to us in the Transactions, which increased rental income by approximately $1.5 million;
and
Decreased amortization of below market leases, which assets/liabilities were recorded at fair value
by us in connection with the Transactions, which decreased rental income by approximately $5.0
million.
Other revenue was $1.5 million for the period from June 28, 2011 through December 31, 2011, $9.1 million for the
period from January 1, 2011 through June 27, 2011, as compared to $18.5 million for the year ended December 31,
2010. The $8.0 million decrease in fee income in 2011, compared to 2010, was primarily due to:
•
•
The Transactions, which decreased fee income by approximately $6.3 million; and
The sale in December 2010 of our 20% ownership interest in NP / I&G Institutional Retail
Company, LLC, which decreased fee income by approximately $1.1 million.
Operating Expenses
Depreciation and amortization were $71.4 million for the period from June 28, 2011 through December 31, 2011,
$49.2 million for the period from January 1, 2011 through June 27, 2011, as compared to $118.5 million for the year
ended December 31, 2010. The $2.1 million increase in depreciation and amortization in 2011, compared to 2010,
was primarily due to:
•
•
The Transactions, which increased depreciation and amortization by approximately $3.4 million,
and partially offset by;
Decreased amortization expense of deferred leasing commission, which decreased depreciation
and amortization by approximately $1.0 million.
General and administrative expenses were $1.6 million for the period from June 28, 2011 through December 31,
2011, $5.5 million for the period from January 1, 2011 through June 27, 2011, and $11.8 million for the year ended
December 31, 2010. The $4.7 million decrease in general and administrative expenses in 2011, compared to 2010,
was primarily due to:
•
•
•
Increased federal tax provisions in 2011, which increased general and administrative expenses by
approximately $1.2 million;
Lower subcontract fees as a result of the Transactions, which decreased general and administrative
expenses by approximately $3.2 million; and
Lower legal, audit and consulting fees in 2011, which decreased general and administrative
expenses by approximately $2.2 million.
Other Income and Expenses
Equity in loss of unconsolidated real estate joint ventures was $(43.3) million for the period from June 28, 2011
through December 31, 2011, $(0.1) million for the period from January 1, 2011 through June 27, 2011, as compared
- 44 -
to $(14.0) million for the year ended December 31, 2010. The $29.4 million increase in equity in loss of
unconsolidated real estate joint ventures in 2011, compared to 2010, was primarily due to:
•
•
Increased depreciation and amortization expense recorded by the Residual JV and the Galileo JV
resulting from properties recorded at fair value, combined with our increased ownership interest in
the Galileo JV resulting from the Transactions, which increased equity in loss of unconsolidated
real estate joint ventures by approximately $31.0 million; and
The sale in December 2010 of our 20% ownership interest in NP / I&G Institutional Retail
Company, LLC, which decreased our equity in loss of unconsolidated real estate joint ventures by
approximately $1.4 million.
Interest expense was $48.0 million for the period from June 28, 2011 through December 31, 2011, $44.9 million for
the period from January 1, 2011 through June 27, 2011, as compared to $85.1 million for the year ended December
31, 2010. The $7.8 million increase in interest expense in 2011, compared to 2010, was primarily due to:
•
•
•
•
The incurrence of $659.0 million secured loans and repayment of our unsecured revolving credit
facility in July 2010, which increased interest expense in 2011 by approximately $22.1 million;
The incurrence of an $80.0 million variable rate mortgage loan in 2011, which increased interest
expense by approximately $1.3 million;
Increased amortization of the debt premium/discount on our debts, which debts were recorded at
fair value in connection with the Transactions, which increased interest expense in 2011 by
approximately $1.4 million, and partially offset by;
The repayment of $171.8 million unsecured notes and the payoff or refinancing in 2011 of certain
mortgages, which decreased interest expense by approximately $17.1 million.
Impairment Charges:
During the twelve months ended December 31, 2010, we recorded impairment charges of $121.2 million over our
real estate assets relating to both continuing and discontinued operations. We did not record any impairment charges
over our real estate assets in 2011.
In connection with the Transactions, our ownership structure changed, and we expected significant reduction in our
forecasted cash flow derived from certain property and funds management services. Thus, we recorded an
impairment charge of $76.5 million over our other intangibles, namely the value of the asset management fee stream
and the value of property management rights during the period from January 1, 2011 through June 27, 2011.
Liquidity and Capital Resources
Management believes we will be able to satisfy our short-term and long-term liquidity requirements through cash
from operations, distributions from the Residual JV and the Galileo JV, equity contributions from BPG, and
proceeds from the refinancing of debt.
We and our consolidated and unconsolidated subsidiaries may make distributions at such times and in such amounts
as may be necessary, appropriate or advisable, which can depend on, among other things, our and their results of
operations, cash requirements and surplus, financial condition, any then-applicable contractual restrictions and other
factors that deemed relevant, as well as may be provided by law. There are currently no material limitations on our
or our consolidated and unconsolidated subsidiaries' ability to make distributions.
Our cash flow activities are summarized as follows (dollars in thousands):
- 45 -
Year Ended
December 31, 2012
(Successor)
Cash flows provided by operating activities
$
Period from June
28, through
December 31, 2011
(Successor)
88,781 $
15,525 $
Period from
January 1,
through
June 27, 2011
(Predecessor)
43,361 $
Year Ended
December 31,
2010
(Predecessor)
37,514
Cash flows (used in) provided by investing activities
(24,806)
4,923
(10,876)
12,834
Cash flows (used in) provided by financing activities
(53,697)
(8,361)
(121,511)
271
Operating Activities
We anticipate that cash on hand, cash flow from operations, distributions from the Residual JV and the Galileo JV,
equity contributions from BPG and proceeds from the refinancing of debt will provide necessary capital required by
us. Net cash flow provided by operating activities for the twelve months ended December 31, 2012 was primarily
attributable to (i) cash flow from our portfolio of rental properties; and (ii) new leasing, expansion or re-tenanting of
properties.
Cash flow provided by operating activities was $88.8 million for the twelve months ended December 31, 2012, as
compared to cash flow provided by operating activities of $15.5 million for the period from June 28, 2011 through
December 31, 2011 and cash flow provided by operating activities of $43.4 million for the period from January 1,
2011 through June 27, 2011. The $29.9 million increase in cash flow provided by operating activities for the twelve
months ended December 31, 2012, compared to 2011, was primarily due to higher operational income, decreases in
accounts receivable due to increased collections and changes in accounts payable and accrued expenses due to the
timing of payments.
Investing Activities
Cash flow used in investing activities was $(24.8) million for the twelve months ended December 31, 2012, as
compared to cash flows provided by investing activities of $4.9 million for the period from June 28, 2011 through
December 31, 2011 and cash flows used in investing activities of $(10.9) million for the period from January 1, 2011
through June 27, 2011. The $18.8 million decrease of cash provided by investing activities for the twelve months
ended December 31, 2012, as compared to 2011, was primarily due to:
•
•
•
•
an increase of $23.8 million expended in 2012 on building improvements and expansion;
a decrease of $21.1 million in distributions from unconsolidated real estate joint ventures in 2012;
an increase of $17.2 million in contributions to unconsolidated real estate joint ventures in 2012,
partially offset by;
an increase of $45.1 million in 2012 in proceeds received from sale of real estate.
Acquisitions of and Improvements to Real Estate During the twelve months ended December 31, 2012, we completed 7 redevelopment projects in our Consolidated
Portfolio, the aggregate cost of which, including costs incurred in prior years, was approximately $30.3 million. Our
current in-process redevelopments in our Consolidated Portfolio are comprised of 6 properties, the aggregate cost of
which, including costs incurred in prior years, is expected to be approximately $28.1 million. Current in-process
redevelopments in our Joint Venture Portfolio are comprised of 25 properties, the aggregate cost of which, including
costs incurred in prior years, is expected to be approximately $92.0 million, of which our pro rata share is
approximately $45.1 million.
We regularly incur capital expenditures in connection with the re-leasing of our retail space, principally in the form
of tenant improvements and leasing commissions. The amounts of these capital expenditures can vary significantly,
depending on negotiations with tenants and the willingness of tenants to pay higher base rents over the lives of the
leases. During the twelve months ended December 31, 2012, we incurred capital expenditures of approximately
$51.2 million.
We expect to fund our 2012 redevelopment projects and capital expenditures out of excess cash from operations,
with distributions received from the Residual JV and the Galileo JV and from equity contributions from BPG.
- 46 -
Investments in and Advances to Joint Ventures During the twelve months ended December 31, 2012, we expended $52.7 million for contributions to joint ventures,
which is primarily related to the repayment of debt in the Galileo JV. Additionally, we received $50.9 million in
distributions from joint ventures which we used to repay our notes payable in 2012.
Dispositions We have selectively effected non-core asset sales to generate cash proceeds. During the twelve months ended
December 31, 2012, we generated approximately $45.9 million in net proceeds through the disposal of 17 shopping
centers, one related retail asset, one land parcel and two building from our Consolidated Portfolio and approximately
$3.6 million in net proceeds reflecting our pro rata share from the disposition of certain properties and land parcels
from our Joint Venture Portfolio.
Financing Activities
Cash used in financing activities was $(53.7) million for the twelve months ended December 31, 2012, as compared
to $(8.4) million for the period from June 28, 2011 through December 31, 2011 and $(121.5) million for the period
from January 1, 2011 through June 27, 2011. The approximately $76.2 million decrease in cash used in financing
activities during the twelve months ended December 31, 2012, compared to 2011, was primarily due to:
•
•
a decrease during the twelve months ended December 31, 2012 of approximately $77.4 million
attributable to repayment of our debt obligations; and
an increase in 2012 of $10.0 million in borrowings.
On August 22, 2012, certain of our indirect wholly owned subsidiaries (the “Borrowers”) obtained a $90.0 million
mortgage loan (the “Mortgage Loan”). The Mortgage Loan is secured by three properties and a guaranty by BPG of
certain customary recourse carveout liabilities. The Mortgage Loan bears interest at a rate equal to LIBOR (subject
to a floor of 50 basis points) plus an interest spread of 375 basis points, payable monthly, and is scheduled to mature
on September 1, 2015, with two extension options that allow the Borrowers to extend through September 1, 2016
and then to August 1, 2017, subject in each case to the satisfaction of certain financial conditions.
During 2013, we have an aggregate of $116.1 million of mortgage loans (including $80.0 million which is subject to
three one-year extension options), $50.0 million of notes payable scheduled to mature, and $12.2 million of
scheduled mortgage amortization payments. We anticipate that funds needed to meet these 2013 debt maturities will
come from cash generated from operations, distributions from the Residual JV and the Galileo JV, equity
contributions from BPG, proceeds from the refinancing of debts and asset sales.
Contractual Obligations
The following table summarizes all of our known contractual obligations to third parties as of December 31, 2012
(dollars in thousands):
Contractual Obligations
Debt (1)
Interest payments (2)
Capital Lease Obligations
Operating Lease Obligations (3)
Total
Less than
1 year
Total
$ 1,389,324 $
458,566
27,368
15,440
$ 1,890,698 $
178,381 $
83,922
840
911
264,054 $
1- 3
years
532,019 $
130,140
1,837
1,629
665,625 $
3-5
years
28,968 $
93,917
2,071
1,604
126,560 $
More than
5 years
649,956
150,587
22,620
11,296
834,459
(1) Debt includes scheduled amortization and scheduled maturities for mortgages and secured loans and notes
payable. Maturities for 1-3 years include the first dates that note holders can require us to redeem all or a portion
of the notes pursuant to the required put repurchase right.
- 47 -
(2) We incur interest on $170.0 million of mortgages using the 30-day LIBOR rate (0.21% as of December 31, 2012,
subject to certain floor rates ranging from 50 basis points to 75 basis points), plus interest spreads ranging from
250 basis points to 375 basis points. The remaining balance of variable rate mortgages bears interest at the Prime
Rate published in the Wall Street Journal, which was 3.25% as of December 31, 2012, plus an interest spread of
75 basis points.
(3) Operating leases include ground leases for shopping centers that we operate.
As of December 31, 2012, we had approximately $404.6 million of notes payable outstanding, excluding the impact
of unamortized premiums, having a weighted average interest rate of 5.97%. The Indentures also contain certain
covenants, including the maintenance of certain financial coverage ratios. As of December 31, 2012, we were in
compliance with the covenants in the Indentures governing our outstanding notes.
The holders of notes issued under the 1995 Indenture have a put right that requires us to repurchase if tendered by
holders (but not require the holders to tender) such notes for an amount equal to the principal amount plus accrued
and unpaid interest on January 15, 2014. As of December 31, 2012, there was $104.6 million aggregate principal
amount of notes outstanding under the 1995 Indenture.
In addition to notes outstanding under our Indentures, as of December 31, 2012, we had approximately $984.7
million of mortgages and secured loan outstanding, excluding the impact of unamortized premiums, having a
weighted average interest rate of 6.2% per annum.
Off-Balance Sheet Arrangements
We have made commitments to provide funds to certain unconsolidated real estate joint ventures under certain
circumstances. The liabilities associated with these joint ventures do not show up as liabilities on our Consolidated
Financial Statements.
Other than the Galileo JV and the Residual JV as discussed below, we have investments in other unconsolidated real
estate joint ventures of which the book value as of December 31, 2012 was approximately $16.0 million. Although
we have agreed to contribute certain amounts of capital that may be required by these other unconsolidated real
estate joint ventures, we do not expect that any significant capital contributions to these unconsolidated real estate
joint ventures will be required. The following is a brief summary of our significant unconsolidated real estate joint
venture as of December 31, 2012:
•
Brixmor Residual Holding LLC. (the Residual JV) On June 28, 2011, we and our sole member
entered into an amended and restated operating agreement providing for the pro-rata distribution
of available cash flow between our sole member (51%) and us (49%). Additionally, (i) the
ownership interests in 156 properties that were not previously owned by subsidiaries of the
Residual JV were conveyed to the Residual JV by certain entities affiliated with the Residual JV
pursuant to interest assignments, contribution agreements or deeds and (ii) the ownership interests
in 11 properties that were previously owned by the Residual JV were conveyed to us or our
subsidiaries pursuant to assignments, contribution agreements or deeds. Accordingly, as of
December 31, 2012, the Residual JV owned interests in 305 shopping centers, including 22
properties which were under redevelopment, and an interest in one property held through an
unconsolidated real estate joint venture. We are not obligated to contribute any additional capital
to the Residual JV. As of December 31, 2012, the Residual JV had loans outstanding in an
aggregate principal amount of approximately $4.1 billion. As of December 31, 2012, the book
value of our investment in the Residual JV was approximately $589.4 million.
•
Brixmor GA America LLC. (the Galileo JV) On June 28, 2011, we and Brixmor GA America, Inc.
entered into an amended and restated operating agreement for the Galileo JV, whereby our
ownership interest in the Galileo JV increased from 5% to 49%. Additionally, on June 28, 2011,
the ownership interests in (i) four properties, which were previously owned by the Galileo JV or
its subsidiaries were conveyed to a subsidiary of the Residual JV and (ii) two properties were
conveyed to us or our subsidiaries pursuant to assignments, contribution agreements or deeds.
Accordingly, as of December 31, 2012, the Galileo JV owned interests in 94 shopping centers,
including three properties which were under redevelopment. We are not obligated to contribute
any additional capital to the Galileo JV. As of December 31, 2012, the Galileo JV had loans
outstanding in an aggregate principal amount of approximately $0.9 billion. As of December 31,
2012, the book value of our investment in the Galileo JV was approximately $161.8 million.
- 48 -
Other Funding Obligations
In addition to the joint venture obligations described above, we also had the following contingent contractual
obligations as of December 31, 2012, none of which we believe will have a material effect on our results of
operations:
•
Leasing Commitments. We have entered into leases, as lessee, in connection with ground leases
for shopping centers which we operate. These leases are accounted for as operating leases.
Minimum annual rental commitments associated with these leases during the next five years and
thereafter are as follows: 2013, $0.9 million, 2014, $0.8 million, 2015, $0.8 million, 2016, $0.8
million, 2017, $0.8 million and thereafter, $11.3 million.
Inflation
The majority of our leases contain provisions designed to mitigate the adverse impact of inflation. Such provisions
contain clauses enabling us to receive percentage rents, which generally increase as prices rise but may be adversely
impacted by tenant sales decreases, and/or escalation clauses which are typically related to increases in the consumer
price index or similar inflation indices. In addition, we believe that many of our existing lease rates are below
current market levels for comparable space and that upon renewal or re-rental such rates may be increased to be
consistent with, or get closer to, current market rates. This belief is based upon an analysis of relevant market
conditions, including a comparison of comparable market rental rates, discussions with our property manager, and
upon the fact that many of our leases have been in place for a number of years and may not contain escalation
clauses sufficient to match the increase in market rental rates over such time. Most of our leases require the tenant
to pay its share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby
reducing our exposure to increases in costs and operating expenses resulting from inflation. In addition, we
periodically evaluate our exposure to interest rate fluctuations, and may enter into interest rate protection agreements
which mitigate, but do not eliminate, the effect of changes in interest rates on our floating rate loans.
In the normal course of business, we also face risks that are either non-financial or non-qualitative. Such risks
principally include credit risks and legal risks. For a discussion of other factors which may adversely affect our
liquidity and capital resources, please see the section titled “Risk Factors” in this Annual Report.
Critical Accounting Policies
Our Consolidated Financial Statements include our accounts and those of our wholly owned and majority-owned
subsidiaries and consolidated variable interest entities. The preparation of financial statements in conformity with
GAAP requires us to make estimates and assumptions in certain circumstances that affect amounts reported in the
accompanying Consolidated Financial Statements and related footnotes. In preparing these financial statements, we
have made our best estimates and judgments of certain amounts included in the financial statements, giving due
consideration to materiality. We do not believe there is a great likelihood that materially different amounts would be
reported related to the accounting policies described below. However, application of these accounting policies
involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results
could differ from these estimates.
Revenue Recognition and Receivables
Rental revenue is recognized on a straight-line basis over the terms of the related leases. The cumulative difference
between rental revenue recognized in the Consolidated Statements of Operations and contractual payment terms is
recorded as deferred rent and presented on the accompanying Consolidated Balance Sheets within Receivables.
We commence recognizing revenue based on an evaluation of a number of factors. In most cases, revenue recognition
under a lease begins when the lessee takes possession of or controls the physical use of the leased asset. Generally,
this occurs on the lease commencement date.
The determination of who is the owner, for accounting purposes, of tenant improvements (where provided) determines
the nature of the leased asset and when revenue recognition under a lease begins. If we are the owner, for accounting
purposes, of the tenant improvements, then the leased asset is the finished space and revenue recognition begins when
- 49 -
the lessee takes possession of the finished space, typically when the improvements are substantially complete. If we
conclude we are not the owner, for accounting purposes, of the tenant improvements (the lessee is the owner), then the
leased asset is the unimproved space and any tenant improvement allowances funded under a lease are accounted for
as lease incentives which are amortized as a reduction of revenue recognized over the term of a lease. In these
circumstances, we commence revenue recognition when the lessee takes possession of the unimproved space for the
lessee to construct their own improvements. In making this assessment, we consider a number of factors, each of which
individually is not determinative.
Certain leases also provide for percentage rents based upon the level of sales achieved by a lessee. These percentage
rents are recognized upon the achievement of certain pre-determined sales levels. Leases also typically provide for
reimbursement of common area maintenance, property taxes and other operating expenses by the lessee which are
recognized in the period the applicable expenditures are incurred.
Gains from the sale of depreciated operating properties are generally recognized under the full accrual method, provided
that various criteria relating to the terms of the sale and subsequent involvement by us with the applicable property are
met.
We periodically evaluate the collectibility of our receivables related to base rents, straight-line rent, expense
reimbursements and those attributable to other revenue generating activities. We analyze our receivables and historical
bad debt levels, tenant credit-worthiness and current economic trends when evaluating the adequacy of our allowance
for doubtful accounts. In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the
expected recovery of pre-petition and post-petition claims.
Real Estate
Real estate assets are recorded in the Consolidated Balance Sheets at historical cost, less accumulated depreciation and
amortization. Upon acquisition of real estate operating properties, management estimates the fair value of acquired
tangible assets (consisting of land, buildings, and tenant improvements), identifiable intangible assets and liabilities
(consisting of above and below-market leases, in-place leases and tenant relationships), and assumed debt based on an
evaluation of available information. Based on these estimates, the estimated fair value is allocated to the acquired
assets and assumed liabilities.
The fair values of tangible assets are determined as if the acquired property is vacant. Fair value is determined using
an exit price approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date. If, up to one year from the acquisition
date, information regarding the fair value of the assets acquired and liabilities assumed is received and estimates are
refined, appropriate adjustments are made to the purchase price allocation on a retrospective basis. We expense
transaction costs associated with business combinations in the period incurred.
In allocating the fair value to identifiable intangible assets and liabilities of an acquired operating property, the value
of above-market and below-market leases is estimated based on the present value (using an interest rate reflecting the
risks associated with leases acquired) of the difference between: (i) the contractual amounts to be paid pursuant to the
leases negotiated and in-place at the time of acquisition and (ii) management's estimate of fair market lease rates for
the property or an equivalent property, measured over a period equal to the remaining non-cancelable term of the lease.
The capitalized above-market or below-market intangible is amortized as a reduction of, or increase to, rental income
over the remaining non-cancelable term of each lease, which includes renewal periods with fixed rental terms that are
considered to be below-market.
In determining the value of in-place leases and tenant relationships, management evaluates the specific characteristics
of each lease and our overall relationship with each tenant. Factors considered include, but are not limited to: the nature
of the existing relationship with a tenant, the credit risk associated with a tenant, expectations surrounding lease renewals,
estimated carrying costs of a property during a hypothetical expected lease-up period, current market conditions and
costs to execute similar leases. Management also considers information obtained about a property in connection with
its pre-acquisition due diligence. Estimated carrying costs include: real estate taxes, insurance, other property operating
costs and estimates of lost rentals at market rates during the hypothetical lease-up periods. Costs to execute similar
leases include: commissions and legal costs to the extent that such costs are not already incurred with a new lease that
has been negotiated in connection with the purchase of a property. The value assigned to in-place leases is amortized
to expense over the remaining term of each lease. The value assigned to tenant relationships is amortized over the
initial terms of the leases.
Certain real estate assets are depreciated using the straight-line method over the estimated useful lives of the assets.
The estimated useful lives are as follows:
- 50 -
Building and Building and Land Improvements
Furniture, Fixtures, and Equipment
Tenant Improvements
20 - 40 years
5 - 10 years
The shorter of the term of the related lease or useful life
Costs to fund major replacements and betterments, which extend the life of the asset, are capitalized and depreciated
over their respective useful lives, while costs for ordinary repairs and maintenance activities are expensed as incurred.
When a real estate asset is identified by management as held-for-sale, we discontinue depreciating the asset and estimate
its sales price, net of estimated selling costs. If, in management's opinion, the estimated net sales price of an asset is
less than its net carrying value, an adjustment is recorded to reflect the estimated fair value. Additionally, the real estate
asset and related operations are classified as discontinued operations and separately presented within the Consolidated
Statements of Operations and within Other assets on the Consolidated Balance Sheets. Properties classified as real
estate held-for-sale generally represent properties that are under contract for sale and are expected to close within 12
months.
On a periodic basis, management assesses whether there are indicators that the value of our real estate assets (including
any related intangible assets or liabilities) may be impaired.
If an indicator is identified, a real estate asset is considered impaired only if management's estimate of current and
projected operating cash flows (undiscounted and unleveraged), taking into account the anticipated and probability
weighted holding period, are less than a real estate asset's carrying value. Various factors are considered in the estimation
process, including expected future operating income, trends and prospects and the effects of demand, competition, and
other economic factors. If management determines that the carrying value of a real estate asset is impaired, a loss will
be recorded for the excess of its carrying amount over its fair value.
In situations in which a lease or leases associated with a significant tenant have been, or are expected to be, terminated
early, we evaluate the remaining useful lives of depreciable or amortizable assets in the asset group related to the lease
that will be terminated (i.e., tenant improvements, above and below market lease intangibles, in-place lease value and
leasing commissions). Based upon consideration of the facts and circumstances surrounding the termination, we may
write-off or accelerate the depreciation and amortization associated with the asset group. Such write-offs are included
within Depreciation and amortization in the Consolidated Statements of Operations.
Investments in and Advances to Unconsolidated Real Estate Joint Ventures
We account for our investments in unconsolidated real estate joint ventures using the equity method of accounting as
we exercise significant influence over, but does not control these entities. These investments are initially recorded at
cost and are subsequently adjusted for cash contributions and distributions. Earnings for each investment are recognized
in accordance with the terms of the applicable agreement and where applicable, are based upon an allocation of the
investee's net assets at book value as if it was hypothetically liquidated at the end of each reporting period. Intercompany
fees and gains on transactions with an investee are eliminated to the extent of our ownership interest.
To recognize the character of distributions from an investee, we review the nature of cash distributions received for
purposes of determining whether such distributions should be classified as either a return on investment, which would
be included in operating activities, or a return of investment, which would be included in Investing activities on the
Consolidated Statements of Cash Flows.
On a periodic basis, management assesses whether there are indicators, including the operating performance of the
underlying real estate and general market conditions, that the value of our investments in unconsolidated real estate
real estate joint ventures may be impaired. An investment's value is impaired only if management's estimate of the fair
value of our investment is less than its carrying value and such difference is deemed to be other-than-temporary. To
the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over
its estimated fair value.
Management's estimates of fair value are based upon a discounted cash flow model for each specific investment that
includes all estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated
debt premiums. Capitalization rates, discount rates and credit spreads used in these models are based upon rates that
we believe to be within a reasonable range of current market rates.
New Accounting Pronouncements
In February 2013, the FASB issued Accounting Standards Update (“ASU”) 2013-2, “Comprehensive Income (Topic
220): Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income.” ASU 2013-2 requires entities
- 51 -
to disclose certain information relating to amounts reclassified out of accumulated other comprehensive income. This
pronouncement is effective prospectively for reporting periods beginning after December 15, 2012 and is not expected
to have a material impact on our financial statement presentation.
Effective January 1, 2012, we adopted the FASB ASU 2011-04, “Fair Value Measurement: Amendments to Achieve
Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”. This update defines fair
value, clarifies a framework to measure fair value, and requires specific disclosures of fair value measurements. The
adoption of this guidance did not have a material impact on our financial statement presentation.
Effective January 1, 2012, we adopted the FASB ASU 2011-05, “Presentation of Comprehensive Income”, which
requires the components of other comprehensive income to be presented either in a single continuous statement of
comprehensive income or in two separate but consecutive statements. The guidance has been applied retrospectively
and, other than presentation in the financial statements, its adoption did not have a material effect on our financial
statement presentation.
It has been determined that any recently issued accounting standards or pronouncements not mentioned in the Note 1
to our Consolidated Financial Statements included in this Annual Report have been excluded as they either are not
relevant to us, or they are not expected to have a material effect on our Consolidated Financial Statements.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
As of December 31, 2012, we had approximately $173.6 million of outstanding floating rate mortgages, of which
$170.0 million benefits from interest rate cap agreements, which effectively limit the interest rate risk. We do not
believe that the interest rate risk represented by our floating rate debt outstanding as of December 31, 2012 is
material in relation to our approximately $1.4 billion of outstanding total debt and our approximately $3.1 billion of
total assets as of that date. During the year ended December 31, 2012, no payment was received from the respective
counterparties.
Hedging agreements may expose us to the risk that the counterparties to these agreements may not perform, which
could increase our exposure to fluctuating interest rates. Generally, the counterparties to hedging agreements that
we enter into are major financial institutions. We may borrow additional money with floating interest rates in the
future. Increases in interest rates, or the loss of the benefit of existing or future hedging agreements, would increase
our expense, which would adversely affect cash flow and our ability to service our debt. Future increases in interest
rates will increase our interest expense as compared to the fixed rate debt underlying our hedging agreements and
we could be required to make payments to unwind such agreements.
Our variable rate debt is comprised primarily of mortgage loans, which bear interest at a rate equal to LIBOR
(subject to certain floor rates ranging from 50 basis points to 75 basis points) plus interest spreads ranging from 250
basis points to 375 basis points. If market rates of interest on our variable rate debt increased by 1%, the increase in
annual interest expense on our variable rate debt would decrease future earnings and cash flows by approximately
$1.0 million. As of December 31, 2012, LIBOR was 0.21%. Even if LIBOR were 0%, our variable debt would still
be subject to certain floor rates ranging from 50 basis points to 75 basis points plus interest spreads ranging from
250 basis points to 375 basis points. Accordingly, the decrease in LIBOR would have a nominal effect on future
earnings and cash flows. This assumes that the amount outstanding under our variable rate debt remains at
approximately $173.6 million, the balance as of December 31, 2012. If market rates of interest increased by 1%, the
fair value of our total outstanding debt would decrease by approximately $65.0 million. If market rates of interest
decreased by 1%, the fair value of our total outstanding debt would increase by approximately $69.8 million. This
assumes that our total debt outstanding remains at approximately $1.4 billion, the balance as of December 31 2012.
As of December 31, 2012, we had no material exposure to foreign currency exchange risk, commodity price risk or
equity price risk. In addition to the other factors which may constrain our ability to refinance our debt obligations
addressed elsewhere in this Annual Report, our ability to refinance such obligations may be further constrained as a
result of continued dislocations in the global credit markets.
Item 8. Financial Statements and Supplementary Data
Financial statements required by this item appear with an Index to Financial Statements and Schedules, starting on
page F-1 of this Annual Report.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
- 52 -
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15
(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)) that are designed to ensure that
information disclosed in the Company's reports is recorded, processed, summarized and reported within the time
periods necessary and that such information is accumulated and communicated to the Company's management,
including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives. The Company's management, with the participation
of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design
and operation of the Company's disclosure controls and procedures as of December 31, 2012. Based upon that
evaluation and subject to the foregoing, the Company's Chief Executive Officer and Chief Financial Officer
concluded that, as of the end of the period covered by this Annual Report, the design and operation of the
Company's disclosure controls and procedures were effective to accomplish their objectives at the reasonable
assurance level.
Management's Report on Internal Control Over Financial Reporting
Management's report on internal control over financial reporting is set forth on page F-2 of this Annual Report, and is
incorporated herein by reference.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting during our most recent fiscal quarter that
has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
- 53 -
Item 9B. Other Information
None.
- 54 -
PART III
Item 10. Directors, Executive Officers, and Corporate Governance
DIRECTORS AND EXECUTIVE OFFICERS
Our Executive Officers and Directors
We are a limited liability company and, in accordance with our organizational documents, our business and affairs
are managed by our executive officers and other officers named in our limited liability agreement authorized to act
on our behalf. As a privately held company without any securities listed on a national exchange, we are not required
to and do not currently maintain a board of directors, board of managers or similar governing body. Certain material
matters are approved by the board of directors of BPG, our indirect parent.
Set forth below are the name, age and position of each of our executive officers as of April 1, 2013. Our executive
officers are not employees of the Company and are executive officers of BPG:
Name
Michael A. Carroll
Tiffanie Fisher
Steven F. Siegel
Steven A. Splain
Dean Bernstein
Carolyn Carter Singh
Timothy Bruce
*
Age
44
45
52
51
55
50
56
Position
Chief Executive Officer and President
Executive Vice President, Chief Financial Officer*
Executive Vice President, General Counsel & Secretary
Executive Vice President, Chief Accounting Officer
Executive Vice President, Acquisitions and Dispositions
Executive Vice President, Human Resources & Administration
Executive Vice President, Leasing and Redevelopment
On April 8, 2013, we announced that Ms. Fisher tendered her resignation as Executive Vice President,
Chief Financial Officer effective on or about June 3, 2013. In the event that a successor has not been
appointed by such time, Mr. Splain would also serve as the interim principal financial officer.
Michael A. Carroll has served as our Chief Executive Officer and President since February 2009 and, from April
2007 through February 2009, was our Executive Vice President and Chief Operating Officer. From March 2005
through April 2007, Mr. Carroll was Executive Vice President, Real Estate Operations of New Plan Excel Realty
Trust, Inc., the Company's predecessor, and, from March 2002 to March 2005, was its Senior Vice President,
Director of Redevelopment. Between November 1992 and March 2002, Mr. Carroll held various positions of
increasing seniority at New Plan Excel Realty Trust, Inc., including Vice President, Asset Management, Vice
President, Leasing and Senior Vice President, Director of Redevelopment.
Tiffanie Fisher has served as our Executive Vice President, Chief Financial Officer since April 2009. Ms. Fisher
joined the Company in April 2009 and, from December 2004 to March 2009, was an Executive Director of Morgan
Stanley Real Estate based in London. While at Morgan Stanley, from December 2004 to August 2006, Ms. Fisher
served as Chief Financial Officer for Morgan Stanley's real estate and private equity efforts in the U.K., had
financial oversight for its non-performing loan business in Italy and Germany and served on the Board of Directors
of Songbird Estates PLC. From July 2005 through June 2006, Ms. Fisher was the Chief Operating Officer of
Morgan Stanley Real Estate in Europe, and from April 2007 through March 2009, Ms. Fisher was Senior Banker for
Emerging European Markets. Prior thereto, from August 2002 through November 2004, Ms. Fisher was a Director
and Credit Officer at UBS Investment Bank for its Real Estate and Leverage Finance business. From January 2000
through August 2001 Ms Fisher was Vice President of Capital Markets for Vornado Realty Trust and, from July 1994
through January 2000, was an investment banker in Real Estate at UBS Investment Bank.
Steven F. Siegel has served as our Executive Vice President and General Counsel since April 2007 and, in May
2007, was also appointed Secretary. From March 2002 to April 2007, Mr. Siegel was Executive Vice President of
New Plan Excel Realty Trust, Inc. and was its General Counsel since 1991. Mr. Siegel joined New Plan Excel
Realty Trust, Inc. in 1991 and was a Senior Vice President from September 1998 to March 2002.
Steven A. Splain has served as our Chief Accounting Officer since April 2007 and, in July 2008, was also named an
Executive Vice President. Prior thereto, Mr. Splain served as Senior Vice President, Chief Accounting Officer of
New Plan Excel Realty Trust, Inc. Prior to his joining New Plan Excel Realty Trust, Inc. in 2000, Mr. Splain spent
five years as Corporate Controller of Grove Property Trust and ten years as a tax manager specializing in real estate
with Blum, Shapiro & Co., a certified public accounting firm.
Dean Bernstein has served as our Executive Vice President, Acquisitions and Dispositions since April 2007. From
2005 to April 2007, Mr. Bernstein was Executive Vice President, Acquisitions/Dispositions of New Plan Excel
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Realty Trust, Inc. Mr. Bernstein joined New Plan Excel Realty Trust, Inc. in 1991 and was its Senior Vice President,
Acquisitions/Dispositions from January 2001 to February 2005 and its Senior Vice President, Finance from
September 1998 to January 2001.
Carolyn Carter Singh has served as our Executive Vice President, Human Resources & Administration since July
2010. From April 2007 through July 2010, Ms. Singh served as the Company's Senior Vice President, Human
Resources & Administration. Until April 2007, she was Senior Vice President, Human Resources & Administration
of New Plan Excel Realty Trust, Inc., having joined New Plan Excel Realty Trust, Inc. as Director of Human
Resources in 2001.
Timothy Bruce has served as our Executive Vice President, Leasing and Redevelopment since August 2011. From
January 2011 to July 2011, Mr. Bruce was with Westfield as Senior Vice President, Regional Leader of the Northeast
and, from November 2009 to December 2010, consulted for U.S. Land Acquisition, LLC. From September 2002 to
August 2009, Mr. Bruce was with DDR Corp. as Executive Vice President of Development and, from December
1998 to August 2002, was with Acadia Realty Trust as Senior Vice President of Leasing.
There are no family relationships among any of our executive officers and BPG's directors, and none of our
executive officers serve on the board of directors of any public companies.
AUDIT COMMITTEE FINANCIAL EXPERT AND AUDIT COMMITTEE
As a privately held company without any securities listed on a national exchange, we are not required to and do not
currently maintain a separately designated audit committee or a committee that performs similar functions. Our
executive officers oversee our accounting and financial reporting processes and the audit of our financial statements.
CODE OF ETHICS
As a privately held company without any securities listed on a national exchange, we are not required to and have
not adopted a code of ethics. Our executive officers are subject to BPG's employee handbook which includes rules
of ethical conduct.
DIRECTOR NOMINATIONS BY SECURITYHOLDERS
We are not required and do not currently maintain a separately-designated nominating committee or a committee
that performs similar functions or procedures for our equity holders to recommend director nominees, as we are a
privately held company and do not have a board of directors or similar governing body.
BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT
Pursuant to the terms of our limited liability company agreement, we are managed by our sole managing member,
and by certain identified officers authorized to act on our behalf. In addition, as described above, certain of our
affairs are approved by BPG's board of directors. We believe this leadership structure is appropriate due to the fact
that we are a closely held private company and are not required to have a board of directors. Our risk management
is overseen by BPG's risk management committee.
Item 11. Executive Compensation
COMPENSATION COMMITTEE REPORT
The Board of Directors of our indirect parent, BPG, performs the equivalent functions of a compensation committee,
as we do not have a compensation committee or a committee that performs similar functions. BPG's Board of
Directors (the “Board”) has reviewed and discussed with management the following Compensation Discussion and
Analysis. Based on such review and discussions, the Board approved the inclusion of the following Compensation
Discussion and Analysis in this Annual Report for the fiscal year ended December 31, 2012.
SUBMITTED BY THE BOARD OF DIRECTORS OF BPG
A.J. Agarwal
Michael Carroll
Jonathan D. Gray
Nadeem Meghji
William D. Rahm
David Roth
William J. Stein
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Compensation Elements
To achieve our objectives, we deliver executive compensation through a combination of the following components:
(1) base salary; (2) annual cash incentive compensation; (3) long-term equity compensation; (4) other employee
benefits and perquisites; and (5) severance benefits. In 2012, there was one additional element of compensation
relating to a cash incentive plan that existed prior to the Acquisition, which was assumed by our parent company.
The following is a discussion and analysis of each component of our executive compensation program during the
year ended December 31, 2012, referred to herein as “fiscal 2012.”
Base Salary
Base salary compensates executives for performing the requirements of their positions and provides executives with
a level of cash income predictability and stability with respect to a portion of their total compensation. The Board
believes that the level of an executive officer's base salary should reflect that executive officer's performance,
experience and breadth of responsibilities, salaries for similar positions within the community and in our industry
generally, and any other factors relevant to that particular job. The minimum base salary payable to each named
executive officer is set by the terms of an employment agreement entered into with each named executive officer,
the material terms of which are summarized in the “Narrative Disclosure to Summary Compensation Table and
Grants of Plan-Based Awards Table - Employment Agreements with Our Named Executive Officers” below. Each
named executive officer is reviewed annually and, at the discretion of the Board, is eligible for an annual merit
increase. The Board may also adjust base salaries at other times to deal with competitive pressures or changes in job
responsibilities.
In March 2012, as part of the Board's annual merit review, the Board increased the base salary of each of Ms. Fisher
and Messrs. Siegel and Bernstein effective January 1, 2012 by the standard company-wide salary adjustment and
determined to maintain Mr. Carroll at his current base salary. Mr. Bruce joined the Company in August 2011 and,
accordingly, his base salary was not increased in 2012.
The following table reflects our named executive officers' base salaries at the beginning and end of 2012.
Name
Michael A. Carroll
Tiffanie Fisher
Steven F. Siegel
Dean Bernstein
Timothy Bruce
Base Salary as of
December 31, 2011
$800,000
$500,000
$421,199
$377,216
$400,000
Base Salary as of
December 31, 2012
$800,000
$507,500
$427,517
$382,875
$400,000
Annual Cash Incentive Compensation
In order to motivate our named executive officers to achieve short-term performance goals and tie a portion of their
cash compensation to actual performance, each named executive officer is eligible for annual cash incentive awards
under an annual bonus plan (“Annual Bonus Plan”) based on achievement of a corporate financial target and
individual qualitative goals, each set at the beginning of a fiscal year, with the threshold, target and maximum
payout amounts based on a percentage of the named executive officer's base salary. The named executive officers'
threshold, target and maximum payout amounts were as follows based on the percentages provided in their
respective employment agreement.
Name
Michael A. Carroll
Tiffanie Fisher
Steven F. Siegel
Dean Bernstein
Timothy Bruce
Threshold
75%
75%
49%
49%
49%
Target
100%
100%
65%
65%
65%
Maximum
150%
125%
85%
85%
85%
For fiscal 2012, the Annual Bonus Plan rewarded eligible employees, including our named executive officers, based
on a combination of (1) a financial target measured by BPG's net operating income (the “BPG Financial
Component”) and (2) the participant's individual qualitative performance, with each component comprising 50% of
the total award. Under the Annual Bonus Plan, the BPG Financial Component of the bonus would be paid at 100%
of the target amount if BPG achieved $758 million in net operating income for fiscal 2012, which portion of the
bonus pool was increased $0.13 for each $1.00 earned above the financial target up to a cap. Participants were also
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evaluated based on pre-established individual qualitative performance goals. For fiscal 2012, BPG achieved slightly
above the BPG Financial Component, yielding a nominal additional bonus payout.
The Board also considered the performance of the named executive officers and determined that each either
achieved or outperformed his or her individual qualitative performance goals. Each of the named executive officers
earned an Annual Bonus for 2012 as follows:
Name
Michael A. Carroll
Tiffanie Fisher
Steven F. Siegel
Dean Bernstein
Timothy Bruce
2012 Annual Bonus
$1,086,040
$534,791
$328,342
$294,689
$313,208
Percentage of Target(1)
136%
105%
118%
118%
120%
__________________________
(1) Includes amounts paid for performance exceeding the BPG Financial Component.
Existing Cash Incentive Plans Assumed in the Acquisition
Our predecessor parent company had two cash incentive plans that remained in effect at the time of the Acquisition.
As part of the Acquisition, and to incentivize senior management to remain committed to and aligned with the
ongoing success of the consolidated entity, BPG assumed our predecessor parent company's obligations under its
existing incentive plans and agreed to make payments in accordance with their terms. During 2012, only the
Predecessor Long-Term Compensation Plan (as described below) remained in effect.
Predecessor LTCP Payment. In October 2009, our predecessor parent company established a long-term
compensation plan (the “Predecessor Long-Term Compensation Plan”), which was aimed to (1) align the interests of
the executive officers and key employees with that of the predecessor parent company's security holders, (2) provide
long-term compensation to award achievement of our predecessor parent company's overall strategy with particular
emphasis on achieving specified recapitalization targets and (3) ensure that our predecessor parent company's
compensation framework was competitive and consistent with market practice. The Predecessor Long-Term
Compensation Plan provided for payments in three tranches where eligible employees received 25% of the award in
January 2011 and 25% of the award in July 2011. To further incentivize key employees to remain with the Company
following the recapitalization, the terms of the Predecessor Long-Term Compensation Plan provided that the eligible
employee would receive the remaining 50% of the award on July 31, 2012, provided they had not been terminated
for cause or voluntarily resigned prior to this payment date. Amounts for the remaining third tranche paid to the
named executive officers in 2012 under the Predecessor Long-Term Compensation Plan (the “Predecessor LTCP
Payments”) were as follows and are included in the “Non-Equity Incentive Plan” column of the “Summary
Compensation Table”:
Name
Michael A. Carroll
Tiffanie Fisher
Steven F. Siegel
Dean Bernstein
Timothy Bruce(1)
2012 Predecessor LTCP
Payments
$945,000
$487,500
$412,500
$315,000
—
__________________________
(1) As Mr. Bruce joined the Company following the Acquisition and had not been employed by our predecessor
parent company, he was not an eligible employee under the Predecessor Long-Term Compensation Plan.
Acquisition-Related Retention Bonuses
As a result of the Acquisition and the Board's determination of the importance of the retention of certain key
employees, including each of the named executive officers, the Board awarded retention bonuses intended to
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incentivize these key employees to remain with BPG through the applicable payment dates. Retention bonuses were
awarded for both short-term and long-term retention, the terms of which are set forth in the named executive
officers' respective employment agreements described below under “Narrative Disclosure to Summary
Compensation Table and Grants of Plan-Based Awards Table - Employment Agreements with Our Named Executive
Officers.”
With respect to the short-term retention bonus (the “Retention Bonus”), 50% of the Retention Bonus was payable to
each of the named executive officers on November 1, 2011 and is reflected in the “Bonus” column of the “Summary
Compensation Table,” and the remaining 50% of the Retention Bonus will be payable on or about June 28, 2013,
provided the named executive officer has not been terminated for cause or resigned other than as a result of a
“constructive termination” (as defined below under “Narrative Disclosure to Summary Compensation Table and
Grants of Plan-Based Awards Table - Employment Agreements with Our Named Executive Officers”).
The amount of each named executive officer's Retention Bonus reflects the severance that such named executive
officer was entitled to receive under his or her employment agreement in effect with our predecessor parent
company prior to the Acquisition and as a result of the Acquisition. No amounts of the Retention Bonus were earned
or payable in 2012.
Name
Michael A. Carroll
Tiffanie Fisher
Steven F. Siegel
Dean Bernstein
Timothy Bruce(1)
Retention Bonus
$1,108,861
$684,103
$725,914
$611,828
—
__________________________
(1) As Mr. Bruce joined the Company following the Acquisition, he was not due severance from our
predecessor parent company.
With respect to the long-term retention bonus (the “Brixmor LTIP Retention Payment”), the respective amounts are
payable to the named executive officers, provided the named executive officer has not been terminated for cause or
resigned other than as a result of a “constructive termination” on the first to occur of the following dates: (1) June
28, 2014, (2) the occurrence of a change in control and (3) the date that is six months following specified capital
transactions.
The amount of each named executive officer's Brixmor LTIP Retention Payment was determined based on each
respective executive officer's position, role and responsibilities within the organization and the Brixmor LTIP
Retention Payment for each named executive officer are as follows:
Name
Michael A. Carroll
Tiffanie Fisher
Steven F. Siegel
Dean Bernstein
Timothy Bruce
Brixmor LTIP
Retention Payment
$1,000,000
$600,000
$400,000
$350,000
$350,000
Long-Term Equity Compensation
Long-Term Equity Incentive Awards. Each of the named executive officers has been granted long-term incentive
awards that are designed to promote BPG's interests by providing management employees with equity interests as an
incentive to remain in the Company's service and align executives' interests with those of the Company's equity
holders and ultimate parent investors. BRE Retail Holdco L.P. and Blackstone Retail Transaction II Holdco L.P. (the
“Partnerships”) granted these long-term incentive awards to the named executive officers and other employees on
November 1, 2011 in the form of Class B Units in each of the Partnerships. The Partnerships directly and indirectly
own all of the equity interests of the Company. The principal terms of each of these grants are summarized
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immediately below, except with respect to specified put and call rights and potential payments and other benefits
upon specified terminations, which are summarized below under “Narrative Disclosure to Summary Compensation
Table and Grants of Plan Based Awards - Equity Awards” and “Potential Payments Upon Termination or Change in
Control.” No equity awards for services provided to the Company were made to the named executive officers
during 2012.
Class B Units of the Partnerships are profits interests having economic characteristics similar to stock appreciation
rights and representing the right to share in any increase in the equity value of the Partnerships that exceeds a
specified threshold. For a Class B Unit, the threshold is the value of a Class A-2 Unit of the Partnerships on the grant
date, which was $1.54, so a Class B Unit generally has a value at any given time equal to the value of a Class A-2
Unit minus $1.54.
The number of Class B Units granted to each named executive officer was determined based on each named
executive officer's position, role and responsibilities within the organization as well as the overall market practice
for privately held portfolio companies of private equity firms. The November 1, 2011 grants of Class B Units to the
named executive officers were as follows:
Class B Units Granted
(#)
24,210,526
14,526,316
9,684,210
8,473,684
8,473,684
Name
Michael A. Carroll
Tiffanie Fisher
Steven F. Siegel
Dean Bernstein
Timothy Bruce
The Class B Units granted to the named executive officers are 50% time-vesting and 50% exit-vesting. Of the timevesting Class B Units, 50% will vest on the third anniversary of the closing of the Acquisition on June 28, 2011, and
the remaining 50% will vest on the fifth anniversary of the Acquisition, in each case, subject to the named executive
officer's continued employment through such anniversary. The exit-vesting Class B Units granted to our named
executive officers will vest only if certain equity holders of the Partnerships (collectively, the “Sponsors”) receive, in
respect of their aggregate Class A Units, cash proceeds resulting in at least a 15% internal rate of return, subject to
the named executive officer's continued employment on such date. In addition, the Class B Units to which each
named executive officer is entitled will be reduced by an amount equal to the Brixmor LTIP Retention Payment to
the extent that such Brixmor LTIP Retention Payment has previously been made to such named executive officer.
Other Employee Benefits & Perquisites
We provide to all our employees, including our named executive officers, broad-based benefits that are intended to
attract and retain employees while providing them with retirement and health and welfare security. Our named
executive officers are eligible to receive the same benefits, including life and health benefits and vacation, holiday
and sick time, that are available to all employees. Our employees, including the named executive officers, are also
eligible to participate in a tax-qualified 401(k) plan. Employees may contribute to the 401(k), on a pre-tax basis,
between 0% and 50% of their annual pay, up to the maximum allowable amount permitted by the Internal Revenue
Service, and we match 100% of the first 3% of the employee's contribution in order to encourage employee
participation. Our named executive officers also receive supplemental long-term disability coverage, executive
medical and dental benefits and, in limited circumstances, modest perquisites such as automobile allowances. These
other employee benefits perquisites are reflected in the “All Other Compensation” column of the “Summary
Compensation Table” below and the accompanying footnote. The Board believes that providing modest perquisites
is both customary among the Company's peers and necessary for attracting and retaining talent.
Severance Benefits
The Board believes that severance arrangements are necessary to attract and retain the talent necessary for our longterm success, and views our severance arrangements as recruitment and retention devices that help secure the
continued employment and dedication of our named executive officers, including when we are considering strategic
alternatives. Pursuant to the terms of their employment agreements, each of our named executive officers has
severance protection in the case of specified qualifying termination events. The severance payments under these
agreements are contingent upon the affected executive's compliance with specified post-termination restrictive
covenants. See “Potential Payments Upon Termination or Change in Control” for descriptions of payments to be
made under these agreements.
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SUMMARY COMPENSATION TABLE
The following table provides summary information concerning compensation paid or accrued by us to or on behalf
of our Chief Executive Officer and Chief Financial Officer serving during fiscal 2012, each of our three other most
highly compensated executive officers serving as executive officers on December 31, 2012. Compensation is
reflected for each of the Company's last three fiscal years in which such employee served as a named executive
officer.
Non-Equity
All Other
Incentive Plan
Compensation ($) Compensation ($)
(3)
(2)
Year
Salary ($)
Bonus ($)
Stock
Awards ($)
(1)
Michael A. Carroll,
President and Chief
Executive Officer
2012
800,000
—
—
2,031,040
28,104
2,859,144
2011
702,000
863,431
10,773,684
2,150,358
26,024
14,515,497
2010
608,307
—
—
551,770
26,384
1,186,461
Tiffanie Fisher, (4)
Executive Vice President
and Chief Financial Officer
2012
507,500
—
—
1,022,291
15,190
1,544,981
2011
440,770
537,052
6,464,211
1,218,112
14,086
8,584,231
2010
368,460
—
—
298,847
13,867
681,174
Steven F. Siegel,
Executive Vice President,
General Counsel and
Secretary
2012
427,517
—
—
740,842
27,481
1,195,840
2011
412,476
565,457
4,309,474
904,582
24,746
6,216,735
2010
396,923
—
—
313,501
24,357
734,781
Dean Bernstein,
Executive Vice President,
Acquisitions and
Dispositions
2012
382,874
—
—
609,869
18,963
1,011,706
2011
369,404
487,268
3,770,789
737,744
17,495
5,382,700
2010
357,019
—
—
260,181
17,422
634,622
2,012
400,000
—
—
313,208
22,256
735,464
Name and Principal
Position
Timothy Bruce,
Executive Vice President,
Leasing and
Redevelopment
Total
($)
(1)
Amounts included in this column reflect the aggregate grant date fair value of Class B Units of the
Partnerships granted during fiscal 2011, calculated in accordance with Financial Accounting Standards
Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“FASB ASC
Topic 718”). The grant date fair value of the time-vesting and exit-vesting portions of Class B Units are
estimated using a Monte Carlo simulation model. Expected volatilities were based on the historical
volatility of peer companies' stock over the expected life of the units. The expected life of the units granted
represents the period of time that the units granted are expected to be outstanding. The risk free interest
rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods equal to the expected
life of the units. The following assumptions were used to calculate the fair value: (1) an expected volatility
of 80%; (2) a 5-year expected life; (3) a 0.9% risk-free interest rate; and (4) a $0 dividend yield. The terms
of these units are summarized under “Compensation Discussion and Analysis - Compensation Elements Long-Term Equity Compensation” above and under “Narrative Disclosure to Summary Compensation
Table and Grants of Plan-Based Awards Table - Equity Awards” and “Potential Payments Upon Termination
or Change in Control” below.
(2)
Amounts included in this column for fiscal 2012 reflect cash incentive awards earned by our named
executive officers (A) under the Annual Bonus Plan and (B) under the Predecessor Long-Term
Compensation Plan. These awards were based on pre-established, performance-based targets, the outcome
of which was uncertain at the time the targets were established, and, therefore, are reportable as “NonEquity Incentive Plan Compensation” rather than as “Bonus.” Additional information regarding the Annual
Bonus and Predecessor LTCP Payments is described above under “Compensation Discussion and Analysis
- Compensation Elements - Annual Cash Incentive Compensation.
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(3)
All Other Compensation for 2012 for each named executive officer includes the following:
Company Contributions
to Defined Contribution
Plans (b)
$7,500
$7,500
$7,500
$7,500
$7,500
Insurance Costs
(a)
$20,604
$7,690
$19,981
$11,463
$14,756
Name
Michael A. Carroll
Tiffanie Fisher
Steven F. Siegel
Dean Bernstein
Timothy Bruce
Total
$28,104
$15,190
$27,481
$18,963
$22,256
(a)
Represents employer-paid medical, dental, life, accidental death and dismemberment, and short
and long-term disability insurance premiums.
(b)
Represents the employer's 401(k) plan matching contributions.
(4)
On April 8, 2013, we announced that Ms. Fisher tendered her resignation as Executive Vice President,
Chief Financial Officer effective on or about June 3, 2013. In the event that a successor has not been
appointed by such time, Mr. Splain would also serve as the interim principal financial officer.
GRANTS OF PLAN-BASED AWARDS TABLE
The following table sets forth information concerning grants of plan-based awards to the named executive officers
during the fiscal year ended December 31, 2012.
Name
Michael
Carroll
Tiffanie
Fisher
Steven F.
Siegel
Dean
Bernstein
Timothy
Bruce
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
All other
Stock
Awards:
Number of
Shares of
Stock or
Units (#)
—
600,000
800,000
1,200,000
—
—
—
—
—
—
380,625
507,500
624,375
—
—
—
—
—
—
209,483
277,886
363,389
—
—
—
—
—
—
187,609
248,869
325,444
—
—
—
—
—
—
196,000
260,000
340,000
—
—
—
—
—
Grant Date
Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards (1)
Estimated Future Payouts Under
Equity Incentive Plan Awards(2)
Grant Date
Fair Value
of
Stock and
Option
Awards ($)
(1)Reflects the possible payouts of cash incentive compensation under the Annual Bonus Plan. The actual amounts
paid, together with other cash incentive compensation paid to each named executive officer during 2012, are
described in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above
and the accompanying footnote.
NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLANBASED AWARDS TABLE
Employment Agreements with Our Named Executive Officers
Prior to the closing of the Acquisition, each of our named executive officers, other than Mr. Bruce who joined the
Company following the Acquisition, had employment agreements with a management subsidiary (the “Management
Subsidiary”), which was indirectly controlled by an affiliate of our predecessor parent company. During that time,
the Company was not a party to any employment or similar agreement with our named executive officers, and each
such named executive officer was paid by the Management Subsidiary. Prior to the Acquisition, all compensation
objectives, policies and decisions made with respect to the amounts or forms of compensation paid to the named
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executive officers were made by our predecessor parent company through the Management Subsidiary. We did not
participate in this decision-making process, but merely paid management fees to the Management Subsidiary, which
then used a portion of such fees, together with fees collected from other properties managed by the Management
Subsidiary, to pay the salaries of, and otherwise compensate, our named executive officers and its other employees.
In connection with the Acquisition, the Board of BPG, our indirect parent, took over primary responsibility for
compensation decisions relating to our named executive officers, and BPG entered into new employment
agreements and equity arrangements with our named executive officers, reflecting the compensation objectives and
philosophy of our new ultimate parent investors. BPG entered into an employment agreement with Mr. Bruce upon
his commencement of employment with the Company.
The material terms of the employment agreements of our named executive officers are described below.
For Periods Prior to the Acquisition
Carroll and Siegel Employment Agreements
The Management Subsidiary's employment agreements with Messrs. Carroll and Siegel contained substantially
similar terms. The agreements provided for a term ending on July 23, 2008, and extended automatically for
additional one-year periods unless either the Management Subsidiary or the executive elected not to extend the term.
Under the employment agreements, each executive received two cash bonuses. First, each received a bonus
covering the period from when such executive commenced employment under his respective employment agreement
through June 30, 2007 (our predecessor parent company's 2007 fiscal year end). In addition, each received a
retention bonus in consideration of entering into the employment agreement, 50% of which was paid to such
executive in July 2007 and 50% of which was paid to such executive in April 2009. Payment of the retention bonus
was conditioned on such executive's employment not having been terminated by the Management Subsidiary for
cause, or by such executive without good reason, prior to such date.
Under the employment agreements, each executive was eligible to receive short-term incentive bonuses based on the
achievement of specified financial and individual goals for the years ending June 30, 2008 and beyond, as
determined by the Management Subsidiary. If these goals were achieved, each executive could have received a
short-term incentive cash bonus equal to a percentage of his base salary (60-85% of base salary with respect to Mr.
Siegel and 70-100% of base salary with respect to Mr. Carroll, which was increased to 75-130% of base salary in
connection with the annual compensation review). Each executive was also entitled to receive specified long-term
incentive awards, including stock options and restricted shares, from time to time, and was entitled to participate in
all employee benefit plans, programs and arrangements made available to other Management Subsidiary senior
executives generally.
Fisher and Bernstein Employment Agreements
The Management Subsidiary's employment agreements with Ms. Fisher and Mr. Bernstein contained substantially
similar terms. The agreements provided for a term ending on April 30, 2011. Pursuant to the terms of the
employment agreements, the executives were eligible for an annual short term incentive-bonus based on the
achievement of specified financial and individual goals and had an annual bonus range of 65% to 90% of thencurrent base salary for Ms. Fisher and 60% to 85% for Mr. Bernstein. Each of Ms. Fisher and Mr. Bernstein were
entitled to participate in our predecessor's investors' long-term incentive compensation program. Ms. Fisher was
eligible to receive long-term compensation for the period July 1, 2009 to June 30, 2010 in the amount of $275,000.
Executives were entitled to vacation time of no less than five weeks annually for Ms. Fisher and no less than four
weeks annually for Mr. Bernstein. During the term of the employment agreement, the executives were entitled to
participate in all employee benefit plans, programs and arrangements made available to other Management
Subsidiary senior executives generally.
Additionally, amendments to each of Ms. Fisher's, and Mr. Bernstein's employment agreements were entered into
effective as of March 8, 2011 and March 7, 2011, respectively, which extended the term of each of their employment
agreements through April 30, 2012, and, in the case of Ms. Fisher, modified her annual short term incentive-bonus
range to 65% to 100% of her then-current salary. In addition, if any payments upon termination payable to Ms.
Fisher or Mr. Bernstein, as applicable, would have required shareholder approval under Part 2.D.2., Division 2 under
the Australian Corporations Act 2001, such amounts would be reduced so that no such shareholder approval would
be required.
For Periods Following the Acquisition
BPG entered into employment agreements with each of our named executive officers on November 1, 2011. The
principal terms of each of these agreements are summarized below, except with respect to potential payments and
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other benefits upon specified terminations or a “change in control” (as defined in the employment agreements),
which are summarized below under “Potential Payments Upon Termination or Change in Control.”
The employment agreements with each named executive officer contain substantially similar terms. Each of the
employment agreements provides for a term ending on November 1, 2014, and extends automatically for additional
one-year periods unless either BPG or the executive elects not to extend the term. Under the employment
agreements, each executive is eligible to receive a minimum base salary, as set forth in the applicable agreement,
and an annual bonus based on the achievement of specified financial and individual goals for fiscal years 2012 and
beyond. If these goals are achieved, each executive may receive an annual incentive cash bonus equal to a
percentage of his or her base salary as provided below. Each executive officer is also entitled to participate in all
employee benefit plans, programs and arrangements made available to other executive officers generally.
In addition, each employment agreement, other than that for Mr. Bruce who joined the Company following the
Acquisition, provides for the following three cash awards:
•
Final Predecessor LTCP Payment - a payment, on July 31, 2012, covering the third tranche of the
Predecessor LTCP Payment to which each named executive officer is entitled under the Predecessor
Long-Term Compensation Plan, described above under “Compensation Discussion and Analysis Compensation Elements - Existing Cash Incentive Plans Assumed in the Acquisition,” provided that
such executive has not been terminated for “cause” (as defined in the employment agreements) or
resigned other than as a result of a “constructive termination” (as defined below) prior to the payment
date;
•
Retention Bonus - the Retention Bonus, described above under “Compensation Discussion and
Analysis - Compensation Elements - Retention Bonuses,” 50% of which was paid to each executive in
November 2011 and 50% of which will be paid to each executive in June 2013 provided that such
executive has not been terminated for cause or resigned other than as a result of a constructive
termination prior to the payment date; and
•
Brixmor LTIP Retention Payment - the Brixmor LTIP Retention Payment, described above under
“Compensation Discussion and Analysis - Compensation Elements - Retention Bonuses,” payable on
the first to occur of the following dates: (1) June 28, 2014, (2) the day that is six months after specified
capital transactions and (3) the occurrence of a change in control, provided that such executive has not
been terminated for cause or resigned other than as a result of a constructive termination prior to the
payment date.
Mr. Bruce's employment agreement provides for the Brixmor LTIP Retention Payment.
Under the employment agreements, a “constructive termination” is deemed to occur upon specified events,
including, a material reduction in the executive's annual or incentive compensation, where BPG fails to pay the
executive's compensation or other material employee benefit when due, upon a material reduction in the executive's
authority or responsibilities, upon specified relocation events or where BPG does not renew the executive's
employment agreement, subject, in each case, to specified notice and cure periods.
Following are the individual provisions of the named executive officer's employment agreements.
Carroll Employment Agreement
Mr. Carroll's employment agreement provides that Mr. Carroll is to serve as Chief Executive Officer and is eligible
to receive an annual base salary of $800,000, subject to such periodic adjustments as may be approved by the Board.
Mr. Carroll is also eligible to receive an annual bonus of 75% of his annual base salary if threshold performance
objectives are met, 100% of his annual base salary if target performance objectives are met and up to a maximum of
150% of his base salary for top performance. The employment agreement provides that Mr. Carroll is entitled to
receive $945,000 as the final Predecessor LTCP Payment, $1,108,861 as a Retention Bonus and $1,000,000 as the
Brixmor LTIP Retention Payment, each payable as described above.
Fisher Employment Agreement
Ms. Fisher's employment agreement provides that she is to serve as Executive Vice President, Chief Financial
Officer and is eligible to receive an annual base salary of $500,000, subject to such periodic adjustments as may be
approved by the Board. Ms. Fisher is also eligible to receive an annual bonus of 75% of her annual base salary if
threshold performance objectives are met, 100% of her annual base salary if target performance objectives are met
and up to a maximum of 125% of her base salary for top performance. The employment agreement provides that
- 64 -
Ms. Fisher is entitled to receive $487,500 as the final Predecessor LTCP Payment, $684,103 as a Retention Bonus
and $600,000 as the Brixmor LTIP Retention Payment, each payable as described above.
Siegel Employment Agreement
Mr. Siegel's employment agreement provides that he is to serve as Executive Vice President, General Counsel and
Secretary and is eligible to receive an annual base salary of $421,199, subject to such periodic adjustments as may
be approved by the Board. Mr. Siegel is also eligible to receive an annual bonus of 49% of his annual base salary if
threshold performance objectives are met, 65% of his annual base salary if target performance objectives are met
and up to a maximum of 85% of his base salary for top performance. The employment agreement provides that Mr.
Siegel is entitled to receive $412,500 as the final Predecessor LTCP Payment, $725,914 as a Retention Bonus and
$400,000 as the Brixmor LTIP Retention Payment, each payable as described above.
Bernstein Employment Agreement
Mr. Bernstein's employment agreement provides that he is to serve as Executive Vice President, Acquisitions and
Dispositions and is eligible to receive an annual base salary of $377,216, subject to such periodic adjustments as
may be approved by the Board. Mr. Bernstein is also eligible to receive an annual bonus of 49% of his annual base
salary if threshold performance objectives are met, 65% of his annual base salary if target performance objectives
are met and up to a maximum of 85% of his base salary for top performance. The employment agreement provides
that Mr. Bernstein is entitled to receive $315,000 as the final Predecessor LTCP Payment, $611,828 as a Retention
Bonus and $350,000 as the Brixmor LTIP Retention Payment, each payable as described above.
Bruce Employment Agreement
Mr. Bruce's employment agreement provides that he is to serve as Executive Vice President, Leasing and
Redevelopment and is eligible to receive an annual base salary of $400,000, subject to such periodic adjustments as
may be approved by the Board. Mr. Bruce is also eligible to receive an annual bonus of 49% of his annual base
salary if threshold performance objectives are met, 65% of his annual base salary if target performance objectives
are met and up to a maximum of 85% of his base salary for top performance. The employment agreement provides
that Mr. Bruce is entitled to receive $350,000 as the Brixmor LTIP Retention Payment, each payable as described
above.
Each of the employment agreements also contain restrictive covenants, including an indefinite covenant on
confidentiality of information, and covenants related to noncompetition and non-solicitation of employees and
customers of BPG and its affiliates at all times during the named executive officer's employment, and for two years
after any termination of the named executive officer's employment (other than for cause).
Equity Awards
As described under “Compensation Discussion and Analysis - Compensation Elements - Equity Incentive Awards,”
the named executive officers were granted Class B Units in each of the Partnerships, which are profits interests
having economic characteristics similar to stock appreciation rights and representing the right to share in any
increase in the equity value of the Partnerships that exceeds a specified threshold. The Class B Units granted to the
named executive officers are 50% time-vesting and 50% exit-vesting. Of the time-vesting Class B Units, 50% will
vest on the third anniversary of the closing of the Acquisition on June 28, 2011, and the remaining 50% will vest on
the fifth anniversary of the Acquisition, in each case, subject to the named executive officer's continued employment
through such anniversary. The exit-vesting Class B Units granted to our named executive officers will vest only if
the Sponsors receive, in respect of their aggregate Class A Units, cash proceeds resulting in at least a 15% internal
rate of return, subject to the named executive officer's continued employment on such date.
Prior to an initial public offering by the Company, if a named executive officer's employment is terminated due to
death or disability, such executive has the right, subject to specified limitations and for a specified period following
the termination date, to cause the Company to purchase on one occasion all, but not less than all, of such executive's
vested Class B Units (and, if any, such executive's Class A-2 Units), in either case, at the fair market value of such
units.
If a named executive officer's employment is terminated by the Company for any reason, or the executive engages in
“competitive activity,” then the Company has the right, for a specified period following the termination of such
executive's employment, to purchase all of such executive's vested Class B units for:
•
the lesser of (1) the fair market value of such units and (2) the cost of such units to executive, in the
event of a termination of executive's employment for cause, voluntary resignation at a time when
grounds exist for cause or restrictive covenant violation; or
- 65 -
•
the fair market value of such units, in the event a termination of executive's employment due to death
or disability, a voluntary termination by the executive or the executive engaging in competitive activity
not constituting a restrictive covenant violation.
As a condition of receiving the units, our named executive officers have agreed to specified restrictive covenants,
including confidentiality of information, noncompetition, non-solicitation and non-disparagement covenants in the
management unit subscription agreements. As described above, the Company has the right, among other remedies,
to purchase the named executive officers' vested units in the event of breach of these restrictive covenants.
Additional terms regarding the equity awards are summarized above under “Compensation Discussion and Analysis
- Compensation Elements-Long-Term Equity Compensation” and under “Potential Payments Upon Termination or
Change in Control” below.
Outstanding Equity Awards at 2012 Fiscal Year-End
Stock Awards
Name
Michael A. Carroll
Tiffanie Fisher
Steven F. Siegel
Dean Bernstein
Timothy Bruce
Number of Shares or
Units of Stock That
Have Not Vested
(#)(1)
12,105,263
7,263,158
4,842,106
4,236,842
4,236,842
Market Value of
Shares or Units of
Stock That Have Not
Vested
($)
(3)
(3)
(3)
(3)
(3)
Equity Incentive Plan
Awards: Number of
Unearned Shares,
Units, or Other Rights
That Have Not Vested
(#)(2)
12,105,263
7,263,158
4,842,105
4,236,842
4,236,842
Equity Incentive Plan
Awards: Market or
Payout Value of
Unearned Shares,
Units, or Other Rights
That Have Not Vested
($)
(3)
(3)
(3)
(3)
(3)
(1)
Reflects the number of time-vesting Class B Units of the Partnerships, 50% of which vest on the third
anniversary of the closing of the Acquisition on June 28, 2011, and the remaining 50% of which vest on the
fifth anniversary of the Acquisition, in each case, subject to the executive's continued employment through
such anniversary. Additional terms of these time-vesting units are summarized under “Compensation
Discussion and Analysis - Compensation Elements - Long-Term Equity Compensation,” under “Narrative
Disclosure to Summary Compensation Table and Grants of Plan Based Awards Table - Equity Awards” and
under “Potential Payments Upon Termination or Change in Control.”
(2)
Reflects the number of exit-vesting Class B Units of the Partnerships, which vest only if the Sponsors
receive, in respect of their aggregate Class A Units, cash proceeds resulting in at least a 15% internal rate of
return, subject to the executive's continued employment though such date. Additional terms of the exitvesting units are summarized under “Compensation Discussion and Analysis - Compensation Elements Long-Term Equity Compensation,” under “Narrative Disclosure to Summary Compensation Table and
Grants of Plan Based Awards Table - Equity Awards” and under “Potential Payments Upon Termination or
Change in Control.”
(3)
Because there was no public market for Class B Units of the Partnerships as of December 31, 2012, the
market values of such units are not determinable.
Potential Payments upon Termination or Change in Control
The following table describes the potential payments and benefits that would have been payable to our named
executive officers under existing plans and contractual arrangements assuming (1) a termination of employment and/
or (2) a change of control (“CIC”) occurred, in each case, on December 31, 2012, the last business day of fiscal
2012. The amounts shown in the table do not include payments and benefits to the extent they are provided
generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or
operation in favor of the named executive officers. These include distributions of plan balances under our 401(k)
savings plan and similar items. Furthermore, the amounts shown in the table do not include amounts that may be
payable to a named executive officer upon the sale or purchase of his vested equity units pursuant to the exercise of
the put or call rights described under “Narrative Disclosure to Summary Compensation Table and Grants of PlanBased Awards Table-Equity Awards.” For purposes of the table below, a “Qualifying Termination” refers to a
termination by BPG without “cause” (as defined in the named executive officers' employment agreements) or by a
named executive officer as a result of a “constructive termination” (as defined under “Narrative Disclosure to
- 66 -
Summary Compensation Table and Grants of Plan-Based Awards Table - Employment Agreements with Our Named
Executive Officers”).
Name
Retention
Bonus and
Brixmor
LTIP
Payment(1)
Cash
Severance
(2)(5)
Continuation of
Health Benefits
(3)
Total
(excluding
acceleration
of equity)
(5)
Gross-Up
Payments
(4)
Michael A. Carroll
Qualifying Termination, no CIC
Qualifying Termination, CIC
CIC without Termination
Death or Disability Termination
Death or Disability Outside of Employment
1,554,431
1,554,431
1,554,431
-
4,000,000
3,000,000
800,000
800,000
21,350
21,350
-
-
5,575,781
4,575,781
2,354,431
800,000
Tiffanie Fisher
Qualifying Termination, no CIC
Qualifying Termination, CIC
CIC without Termination
Death or Disability Termination
Death or Disability Outside of Employment
942,052
942,052
942,052
-
2,537,500
1,937,500
507,500
507,500
7,372
7,372
-
-
3,486,924
2,886,924
1,449,552
507,500
Steven F. Siegel
Qualifying Termination, no CIC
Qualifying Termination, CIC
CIC without Termination
Death or Disability Termination
Death or Disability Outside of Employment
762,957
762,957
762,957
-
1,688,692
1,288,692
277,886
277,886
21,350
21,350
-
-
2,472,999
2,072,999
1,040,843
277,886
Dean Bernstein
Qualifying Termination, no CIC
Qualifying Termination, CIC
CIC without Termination
Death or Disability Termination
Death or Disability Outside of Employment
655,914
655,914
655,914
-
1,512,356
1,162,356
248,869
248,869
13,801
13,801
-
-
2,182,072
1,832,072
904,783
248,869
Timothy Bruce
Qualifying Termination, no CIC
Qualifying Termination, CIC
CIC without Termination
Death or Disability Termination
Death or Disability Outside of Employment
350,000
350,000
350,000
-
1,580,000
1,230,000
260,000
260,000
14,958
14,958
-
-
1,944,958
1,594,958
610,000
260,000
(1)
Represents the sum of (A) the second tranche (equal to 50%) of the Retention Bonus and (B) the Brixmor
LTIP Retention Payment and, as to a death or disability termination, assumes that such death or disability
occurred in connection with the named executive officers' performance of his or her employment duties.
Where the death or disability termination occurs other than in connection with such employment duties, the
named executive officer is only entitled to receive an annual bonus in an amount equal to the named
executive officer's target bonus, pro-rated based on the number of days during the fiscal year that such
executive was employed prior to the termination date.
If a named executive officer is terminated for cause or resigns other than as a result of a constructive
termination, the executive will be entitled to receive any annual bonus earned for the immediately
preceding fiscal year but unpaid as of the date of termination.
(2)
Under their employment agreements, each named executive officer is entitled to receive a cash severance
amount that consists of (A) an annual bonus in an amount equal to the named executive officer's target
bonus, pro-rated based on the number of days during the fiscal year that such executive was employed prior
to the termination date, plus (B):
•
in the case of a Qualifying Termination not in connection with a change in control, an amount equal to
the sum of (x) 200% of base salary, and (y) the sum of such executive's annual bonuses payable (if
any) in respect of the two fiscal years (the “Reference Fiscal Years”) immediately prior to the
termination date (or, if the termination date occurs in 2012, the sum of such executive's annual bonuses
will be deemed to be two times the annual target bonus applicable for the fiscal year terminated) (the
total of (x) and (y), the “Severance Target”); provided that if either Reference Fiscal Year is less than a
full 12 months, then the annual bonus payable in respect of such fiscal year will be annualized prior to
making the foregoing calculation; and
- 67 -
•
in the case of a Qualifying Termination in connection with a Change in Control, an amount equal to the
excess, if any, of (x) the Severance Target over (y) the sum of (A) the value (as calculated by reference
to the prices paid in connection with the change in control transaction) of such named executive
officer's Class B Units in the Partnerships (and/or any cash or property delivered in exchange for or as
a distribution in respect of such Class B Units) and (B) an amount equal to the long-term retention
bonus (if such bonus has previously been paid); and
•
in the case of a termination as a result of death or disability, any death or disability, benefits payable
under applicable plans and programs of BPG, the value of which is reflected in the table above only to
the extent such amount is in excess of what other employees would receive in connection with the
same type of termination event.
(3)
Reflects the cost of providing the executive officer with a continuation of medical, dental and vision
insurance under COBRA for a period of twelve months following the date of termination.
(4)
Each of the employment agreements for our named executive officers contains the right to receive a grossup payment with respect to amounts subject to Section 280G and Section 4999 of the Internal Revenue
Code. However, such amount would only be payable to the extent that the equity of BPG is publicly
traded, and as a result of this not being satisfied as of December 31, 2012, such amount is zero.
(5)
In addition to the other amounts included in the table above, if a named executive officer were terminated
as a result of a Qualifying Termination, such individual would receive:
•
full vesting of all unvested Class B Units of the Partnerships if (A) such Qualifying Termination occurs
after a public offering of one of the Partnerships (or in some cases, a subsidiary) and (B) the value of
the Sponsors respective Class A Units in the Partnerships immediately prior to the termination date
represents at least a 15% internal rate of return in respect of such Class A-2 Units, measured prior to
any taxes payable on such cash;
•
full vesting of all unvested Class B Units if (A) such Qualifying Termination occurs within two years
following a transaction in which all or substantially all of the business operations and assets of the
Partnerships (the “Partnership Business”) have been combined with the business and assets of another
business owned and controlled (at the time of the combination) by a third party not affiliated with the
Sponsors and the Partnership Business does not constitute more than 50% of the net assets of the
combined businesses and (B) the value of each Sponsor and its economic affiliates' respective Class A
Units in the Partnerships immediately prior to the termination date represents at least a 15% internal
rate of return in respect of such Class A Units, measured prior to any taxes payable on such cash; or
•
vesting of the number of unvested time-vesting Class B Units in the Partnerships that would have
vested had such executive remained continuously employed for an additional six months.
Because there was no public market for the Class B Units of the Partnerships as of December 30, 2011, the market
value as of that date is not determinable, and as a result, the internal rate of return to the Sponsors, and therefore the
amount and value of any acceleration, is also not determinable.
DIRECTOR COMPENSATION
We do not maintain a board of directors or a similar governing body.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Board of Directors of our indirect parent, BPG, performs the equivalent functions of a compensation committee,
as we are not required to and do not have a compensation committee or a committee that performs similar functions.
During the last fiscal year, Mr. Carroll, our Chief Executive Officer and a member of BPG's Board, participated in
determinations regarding our executive officer compensation (other than with respect to his own). None of our
executive officers served on the board of directors or compensation committee of any other entity that had one or
more executive officers who served as a member of BPG's Board during fiscal 2012.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
SECURITIES OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
All of the Company's membership interests are indirectly beneficially owned by BPG. All of BPG's equity interests
are beneficially owned by BRE Retail Holdco L.P. and Blackstone Retail Transaction II Holdco L.P. (the
“Partnerships”), and BREPVI is the general partner of each Partnership. The limited partnership interests of the
- 68 -
Partnerships consist of Class A-1 Units, Class A-2 Units and Class B Units, (collectively, the “Units”). The Class
A-1 and Class A-2 Units are equity interests and have economic characteristics that are similar to those of shares of
common stock in a corporation. The Class B Units are profits interests having economic characteristics similar to
stock appreciation rights and which have certain vesting schedules. For additional information, see “ManagementExecutive Compensation-Compensation Discussion and Analysis-Compensation Elements-Long-Term Incentive
Compensation,” “Management-Executive Compensation-Narrative Disclosure to Summary Compensation Table and
Grants of Plan-Based Awards Table -Equity Awards” and “Certain Relationships and Related Transactions.”
The following table sets forth information with respect to the Partnerships' Class A-1 Units, Class A-2 Units and
Class B Units beneficially held as of April 1, 2013 by (i) each individual or entity known by us to own beneficially
more than 5% of the aggregate Units, (ii) each of our named executive officers and (iii) all of our executive officers
as a group.
The amounts and percentages of Units beneficially owned are reported on the basis of Exchange Act regulations
governing the determination of beneficial ownership of securities. Under the Exchange Act rules, a person is deemed
to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which
includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a
beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days.
Securities that can be so acquired are deemed to be outstanding for purposes of computing such person's ownership
percentage, but not for purposes of computing any other person's percentage. Under these rules, more than one
person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a
beneficial owner of securities as to which such person has no economic interest.
Except as otherwise indicated in the footnotes below, each of the beneficial owners has, to our knowledge, sole
investment power with respect to the indicated Units. Unless otherwise noted, the address of each beneficial owner
of is c/o Brixmor LLC, 420 Lexington Avenue, New York, New York 10170.
Name of Beneficial
Owner
Blackstone Funds (1)
Michael A. Carroll (2)
Tiffanie Fisher
Steven F. Siegel (2)
Steven A. Splain (2)
Dean Bernstein
Timothy Bruce
All executive officers as a
group (7 persons) (2)
Class A-1 Units
Amount and
Nature of
Beneficial
Percent of Class
Ownership
2,300,000,000
—
—
—
—
—
—
100%
—
—
—
—
—
—
—
—
Class A-2 Units
Class B Units
Amount and
Amount and
Nature of
Nature of
Percent of Beneficial
Percent
Beneficial
Class
of Class
Ownership
Ownership
—
971,261
—
48,563
97,126
—
—
1,189,795
Aggregate
Amount and
Nature of
Beneficial
Percent
Ownership
—
81.63%
—
4.08%
8.16%
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,300,000,000
971,261
—
48,563
97,126
—
—
100%
—
—
1,189,795
95.91%
*
*
*
*
*
*
*
* Less than 1%.
(1)
The Class A-1 Units shown as beneficially owned by the Blackstone Funds are held directly by limited partners
of the Partnerships, all of whom are affiliates of BREPVI. BREPVI, as the general partner of each of the
Partnerships, has the right to vote all the Units beneficially held by the Partnership's limited partners. The
address of the Blackstone Funds is c/o The Blackstone Group, L.P., 345 Park Avenue, New York, New York
10154.
(2)
Represents the 971,261, 48,563, 97,126 and 72,845 Class A-2 Units in the Partnerships that each of Messrs.
Carroll, Siegel and Splain and Ms. Singh purchased, respectively, for cash. The Class A-2 Units are equity
interests in each of the Partnerships, have economic characteristics that are similar to those of shares of
common stock in a corporation and have no vesting schedule.
Item 13. Certain Relationships and Related Transactions, and Director Independence
DIRECTOR INDEPENDENCE
As a privately held company with no securities listed on a national securities exchange, we are not required to have a
board of directors. Accordingly, we have not made any determinations of independence with respect to any of
BPG's directors.
- 69 -
TRANSACTIONS WITH RELATED PERSONS
We pay property management fees for services provided by a subsidiary of BPG and are allocated costs related to
leasing services provided by an affiliate. In fiscal 2012, we paid $10.5 million in property management fees and
$3.9 million in leasing fees and allocated leasing costs.
Policy and Procedures Regarding Transactions with Related Persons
We have not adopted a formal written policy for the review, approval or ratification of transactions with related
persons. However, BPG's Board of Directors reviews and approves and ratifies transactions with related persons as
appropriate.
Item 14. Principal Accounting Fees and Services
Our Consolidated Financial Statements (and those of our Predecessor) for the year ended December 31, 2012, the period
from June 28, 2011 through December 31, 2011 and the period from January 1, 2011 through June 27, 2011 have been
audited by Ernst and Young LLP, which has been selected to serve as our independent auditors for the 2013 fiscal year.
The following table provides information relating to the fees billed to us by Ernst and Young LLP for the year ended
December 31, 2012, the period from June 28, 2011 through December 31, 2011 and the period from January 1, 2011
through June 27, 2011:
Period from June
Year ended
28, through
December 31, 2012 December 31, 2011
Audit Fees(1)
Audit-Related Fees
Tax Fees
All Other Fees
$
$
$
$
702,000
—
—
—
$
$
$
$
878,541
—
—
—
Period from
January 1,
through June 27,
2011
$
$
$
$
40,000
—
—
—
(1)
Audit fees consist of fees for professional services for the audit of our annual financial statements and
reviews of our quarterly financial statements.
Pre-Approval Policies and Procedures
BPG pre-approves all audit and non-audit services provided by our independent registered public accounting firm.
There were no non-audit services rendered by Ernst & Young LLP during 2011 and 2012 to consider regarding Ernst
& Young LLP's independence as the independent registered public accounting firm of our Consolidated Financial
Statements.
- 70 -
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) Documents filed as part of this report:
1.
Financial Statements.
The response to this portion of Item 15 is submitted at Item 8.
2.
Financial Statement Schedules.
The response to this portion of Item 15 is submitted at Item 8. In addition, separate audited
consolidated financial statements for Brixmor Residual Holding LLC are included as Exhibit 99.1 of
Item 15(b).
3.
(b)
Exhibits.
Exhibits. The following documents are filed as exhibits to this report:
Exhibit No.
3.1*
Description
Articles of Organization of Super IntermediateCo LLC, dated as of February 26, 2007 (filed as Exhibit
3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No.
001-12244)).
3.2*
Articles of Amendment to the Articles of Organization of Super IntermediateCo LLC, dated as of May
3, 2007 (filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2007 (File No. 001-12244)).
3.3*
Articles of Amendment to the Articles of Organization of Centro NP LLC, dated as of September 19,
2011 (posted as Exhibit 3.1 to the Company's Current Report dated September 28, 2011 (available at
www.brixmor.com)).
3.4*
Second Amended and Restated Limited Liability Company Agreement of Centro NP LLC, dated as of
June 5, 2007 (filed as Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2007 (File No. 001-12244)).
3.5*
First Amendment to the Second Amended and Restated Limited Liability Company Agreement of Centro
NP LLC, dated as of September 20, 2011 (posted as Exhibit 3.2 to the Company's Current Report dated
September 28, 2011 (available at www.brixmor.com)).
- 71 -
4.1*
Indenture, dated as of March 29, 1995, between New Plan Realty Trust and The First National Bank of
Boston, as Trustee (the “1995 Indenture”) (filed as Exhibit 4.2 to the New Plan Realty Trust's Registration
Statement on Form S-3 (File No. 33-61383)).
4.2*
First Supplemental Indenture to the 1995 Indenture, dated as of August 5, 1999, by and among New Plan
Realty Trust, New Plan Excel Realty Trust, Inc. and State Street Bank and Trust Company (filed as
Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999
(File No. 001-12244)).
4.3*
Successor Supplemental Indenture to the 1995 Indenture, dated as of April 20, 2007, by and among Super
IntermediateCo LLC and U.S. Bank Trust National Association (filed as Exhibit 4.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No. 001-12244)).
4.4*
Third Supplemental Indenture to the 1995 Indenture, dated as of October 30, 2009, by and among Centro
NP LLC and U.S. Bank Trust National Association filed with the Trustee (posted on October 30, 2009
(available at www.brixmor.com)).
4.5*
Indenture, dated as of February 3, 1999, among the New Plan Excel Realty Trust, Inc., as Primary Obligor,
New Plan Realty Trust, as Guarantor, and State Street Bank and Trust Company, as Trustee (the “1999
Indenture”) (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K dated February 3, 1999
(File No. 001-12244)).
4.6*
Form of Officers' Certificate relating to the terms of the Company's 3.75% Convertible Senior Notes
due 2023 (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K dated May 19, 2003 (File
No. 001-12244))
4.7*
Supplemental Indenture to the 1999 Indenture, dated as of December 17, 2004, by and between New
Plan Excel Realty Trust, Inc., as Primary Obligor, New Plan Realty Trust, as Guarantor, and U.S. Bank
Trust National Association (as successor to State Street Bank and Trust Company) (filed as Exhibit 4.1
to the Company's Current Report on Form 8-K dated December 22, 2004 (File No. 001-12244)).
4.8*
Successor Supplemental Indenture to the 1999 Indenture, dated as of April 20, 2007, by and among Super
IntermediateCo LLC and U.S. Bank Trust National Association (filed as Exhibit 4.3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No. 001-12244)).
4.9*
Supplemental Indenture to the 1999 Indenture, dated as of May 4, 2007, by and between Centro NP LLC
and U.S. Bank Trust National Association (filed as Exhibit 4.4 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2007 (File No. 001-12244)).
4.10*
Indenture, dated as of January 30, 2004, by and between New Plan Excel Realty Trust, Inc. as Primary
Obligor, and U.S. Bank Trust National Association, as Trustee (the “2004 Indenture”) (filed as Exhibit 4.1
to the Company's Current Report on Form 8-K dated February 5, 2004 (File No. 001-12244)).
4.11*
First Supplemental Indenture to the 2004 Indenture, dated as of September 19, 2006, between New Plan
Excel Realty Trust and U.S. Bank Trust National Association, as trustee (filed as Exhibit 4.1 to the
Company's Current Report on Form 8-K, filed on September 19, 2006 (File No. 001-12244)).
4.12*
Successor Supplemental Indenture to the 2004 Indenture, dated as of April 20, 2007, by and among Super
IntermediateCo LLC and U.S. Bank Trust National Association (filed as Exhibit 4.5 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No. 001-12244)).
4.13*
Supplemental Indenture to the 2004 Indenture, dated as of May 4, 2007, by and between Centro NP LLC
and U.S. Bank Trust National Association (filed as Exhibit 4.4 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2007 (File No. 001-12244)).
10.1*
Exclusive Global Leasing and Management Agreement (Non-Contracted) between Centro Super
Management Joint Venture 2, LLC and Centro NP LLC (filed as Exhibit 10.3 to the Company's Current
Report in Form 8-K, dated March 30, 2008 (File No. 001-12244)).
10.2*
Amendment to Exclusive Global Leasing and Management Agreement (Non-Contracted), dated
January 21, 2011, between Centro Super Management Joint Venture 2, LLC and Centro NP LLC
(posted as Exhibit 10.19 to the Company's Annual Report for the Year Ended December 31, 2010
(available at www.brixmor.com)).
10.3*
Exclusive Global Subcontract Agreement (Third Party) between Centro Super Management Joint
Venture 2, LLC and Centro NP LLC, LLC and Centro NP LLC (filed as Exhibit 10.4 to the Company's
Current Report on Form 8-K, dated March 30, 2008 (File No. 001-12244).
- 72 -
10.4*
Amendment to Exclusive Global Subcontract Agreement (Third Party), dated as of
January 21, 2011, between Centro Super Management Joint Venture 2, LLC and
Centro NP LLC, LLC and Centro NP LLC (posted as Exhibit 10.19 to the Company's Annual Report
for the Year Ended December 31, 2010 (available at www.brixmor.com)).
10.5*
Exclusive Global Subcontract Agreement (Related Party) between Centro Super Management Joint
Venture 2, LLC and Centro NP LLC, LLC and Centro NP LLC, filed as Exhibit 10.5 to the Company's
Current Report on Form 8-K, dated March 30, 2008.
10.6†
Employment Agreement, dated November 1, 2011, between Brixmor Property Group Inc. and Michael
A. Carroll.
10.7†
Employment Agreement, dated November 1, 2011, between Brixmor Property Group Inc. and Tiffanie
Fisher.
10.8†
Employment Agreement, dated November 1, 2011, between Brixmor Property Group Inc. and Steven
F. Siegel.
10.9†
Employment Agreement, dated November 1, 2011, between Brixmor Property Group Inc. and Dean
Bernstein.
10.10†
Employment Agreement, dated November 1, 2011, between Brixmor Property Group Inc. and Timothy
Bruce.
10.11†
Form of Management Subscription Agreement for Class B Units (Incentive) of BRE Retail Holdco
L.P. and Blackstone Retail Transaction II Holdco L.P.
10.12*
Loan Agreement, dated as of July 28, 2010, by and among Centro NP New Garden SC Owner, LLC,
Centro NP Clark, LLC, Centro NP Hamilton Plaza Owner, LLC, Centro NP Holdings 11 SPE, LLC,
Centro NP Holdings 12 SPE, LLC, Centro NP Atlantic Plaza, LLC, Centro NP 23rd Street Station
Owner, LLC, Centro NP Coconut Creek Owner, LLC, Centro NP Seminole Plaza Owner, LLC, Centro
NP Ventura Downs Owner, LLC, Centro NP Augusta West Plaza, LLC, Centro NP Banks Station,
LLC, Centro NP Laurel Square Owner, LLC, Centro NP Middletown Plaza Owner, LLC, Centro NP
Miracle Mile, LLC, Centro NP Ridgeview, LLC, Centro NP Surrey Square Mall, LLC, Centro NP
Covington Gallery Owner, LLC, Centro NP Stone Mountain, LLC, Centro NP Greentree SC, LLC,
Centro NP Arbor Faire Owner, LP, Centro NP Holdings 10 SPE, LLC, HK New Plan Festival Center
(IL), LLC and JPMorgan Chase Bank, N.A., as lender (posted as Exhibit 10.1 to the Company's Current
Report, dated August 3, 2010 (available at www.brixmor.com)).
10.13*
Senior Mezzanine Loan Agreement, dated as of July 28, 2010, by and among Centro NP New Garden
Mezz 1, LLC, Centro NP Senior Mezz Holding, LLC and JPMorgan Chase Bank, N.A., as lender
(posted as Exhibit 10.2 to the Company's Current Report, dated August 3, 2010 (available at
www.brixmor.com)).
10.14*
Junior Mezzanine Loan Agreement, dated as of July 28, 2010, by and among Centro NP New Garden
Mezz 2, LLC, Centro NP Junior Mezz Holding, LLC and JPMorgan Chase Bank, N.A., as lender
(posted as Exhibit 10.3 to the Company's Current Report, dated August 3, 2010 (available at
www.brixmor.com)).
10.15*
Loan Agreement, dated as of July 28, 2010, by and between Centro NP Bethel Park, LLC and
JPMorgan Chase Bank, N.A., as lender (posted as Exhibit 10.4 to the Company's Current Report,
dated August 3, 2010 (available at www.brixmor.com)).
10.16*
Loan Agreement, dated as of July 28, 2010, by and between Centro NP Monroe Plaza, LLC and
JPMorgan Chase Bank, N.A., as lender (posted as Exhibit 10.5 to the Company's Current Report,
dated August 3, 2010 (available at www.brixmor.com)).
10.17*
Loan Agreement, dated as of July 28, 2010, by and between Centro NP Roosevelt Mall Owner, LLC
and JPMorgan Chase Bank, N.A., as lender (posted as Exhibit 10.6 to the Company's Current Report,
dated August 3, 2010 (available at www.brixmor.com)).
10.18*
Loan Agreement, dated as of July 28, 2010, by and between Centro NP Ivyridge SC, LLC and JPMorgan
Chase Bank, N.A., as lender (posted as Exhibit 10.7 to the Company's Current Report, dated August
3, 2010 (available at www.brixmor.com)).
10.19*
Guaranty, dated as of July 28, 2010, made by Centro NP LLC for the benefit of JPMorgan Chase
Bank, N.A., as lender (posted as Exhibit 10.8 to the Company's Current Report, dated August 3, 2010
(available at www.brixmor.com)).
- 73 -
10.20*
Senior Mezzanine Guaranty, dated as of July 28, 2010, made by Centro NP LLC for the benefit of
JPMorgan Chase Bank, N.A., as lender (posted as Exhibit 10.9 to the Company's Current Report,
dated August 3, 2010 (available at www.brixmor.com)).
10.21*
Junior Mezzanine Guaranty, dated as of July 28, 2010, made by Centro NP LLC for the benefit of
JPMorgan Chase Bank, N.A., as lender (posted as Exhibit 10.10 to the Company's Current Report,
dated August 3, 2010 (available at www.brixmor.com)).
10.22*
Guaranty, dated as of July 28, 2010, made by Centro NP LLC for the benefit of JPMorgan Chase
Bank, N.A., as lender (posted as Exhibit 10.11 to the Company's Current Report, dated August 3, 2010
(available at www.brixmor.com)).
10.23*
Guaranty, dated as of July 28, 2010, made by Centro NP LLC for the benefit of JPMorgan Chase
Bank, N.A., as lender (posted as Exhibit 10.12 to the Company's Current Report, dated August 3,
2010 (available at www.brixmor.com)).
10.24*
Guaranty, dated as of July 28, 2010, made by Centro NP LLC for the benefit of JPMorgan Chase
Bank, N.A., as lender (posted as Exhibit 10.13 to the Company's Current Report, dated August 3,
2010 (available at www.brixmor.com)).
10.25*
Guaranty, dated as of July 28, 2010, made by Centro NP LLC for the benefit of JPMorgan Chase
Bank, N.A., as lender (posted as Exhibit 10.14 to the Company's Current Report, dated August 3,
2010 (available at www.brixmor.com)).
10.26*
Guaranty Agreement (Payment), dated as of July 28, 2010, made by New Plan ERT HD Florida, LLC,
Centro NP LLC, Excel Realty Trust - NC, New Plan Cinnaminson Urban Renewal, LLC, New Plan
of Cinnaminson, L.P., HK New Plan Exchange Property Owner I, LLC and New Plan of Memphis
Commons, LLC in favor of JPMorgan Chase Bank, N.A., as agent for and for the benefit of the lenders
(posted as Exhibit 10.15 to the Company's Quarterly Report for the quarterly period ended June 30,
2010 (available at www.brixmor.com)).
10.27*
Mortgage Loan, dated as of June 28, 2011, by and among BRE Retail NP Owner 1 LLC, BRE Retail
NP Lexington Road Plaza Owner LLC, BRE Retail NP Festival Centre Owner LLC, BRE Retail NP
Shoppes at Hickory Hollow Owner LLC, BRE Retail NP Kimball Crossing Owner LLC, BRE Retail
NP Memphis Commons Owner LLC, BRE Retail NP Brenham Four Corners Owner LLC, HK New
Plan Hunt River Commons LLC, BRE Retail NP TRS LLC and Wells Fargo Bank, National
Association (posted as Exhibit 10.1 to the Company's Quarterly Report for the quarterly period ended
June 30, 2011 (available at www.brixmor.com)).
10.28*
Second Amended and Restated Limited Liability Company Agreement of Centro NP Residual Holding
LLC, dated as of June 28, 2011 (posted as Exhibit 10.2 to the Company's Quarterly Report for the
quarterly period ended June 30, 2011 (available at www.brixmor.com)).
10.29*
Third Amended and Restated Limited Liability Company Agreement of Centro GA America LLC,
dated as of June 28, 2011 (posted as Exhibit 10.3 to the Company's Quarterly Report for the quarterly
period ended June 30, 2011 (available at www.brixmor.com)).
10.30*
Loan Agreement, dated as of August 22, 2012, by and between New Plan of Arlington Heights, LLC,
New Plan Cinnaminson Urban Renewal, L.L.C., New Plan of Cinnaminson, L.P., Brixmor Montebello
Plaza, L.P. and Goldman Sachs Mortgage Company, as lender (posted as Exhibit 10.1 to the Company's
Quarterly Report for the quarterly period ended September 30, 2012 (available at www.brixmor.com)).
21.1
Subsidiaries of the Company.
99.1
2012 Consolidated Financial Statements of Brixmor Residual Holding LLC and Subsidiaries.
101.1
The following financial information from Brixmor LLC's Annual Report for the year ended
December 31, 2012 formatted in XBRL: (i) Consolidated Balance Sheets as of December 31, 2012
and 2011; (ii) Consolidated Statements of Operations and Comprehensive Loss for the year ended
December 31, 2012, the period from June 28, 2011 through December 31, 2011, the period from
January 1, 2011 through June 27, 2011 and the year ended December 31, 2010; (iii) Consolidated
Statements of Changes in Equity for the year ended December 31, 2012, the period from June 28,
2011 through December 31, 2011, the period from January 1, 2011 through June 27, 2011 and the
year ended December 31, 2010; (iv) Consolidated Statements of Cash Flows for the year ended
December 31, 2012, the period from June 28, 2011 through December 31, 2011, the period from
January 1, 2011 through June 27, 2011 and the year ended December 31, 2010; (v) Notes to
Consolidated Financial Statements; and (vi) Consolidated Financial Statement Schedules. The
foregoing information is furnished (and not filed) herewith.
* Incorporated herein by reference as indicated above.
- 74 -
† Management or compensatory arrangement.
- 75 -
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
1
2
CONSOLIDATED STATEMENTS
Consolidated Balance Sheets as of December 31, 2012 and 2011
4
Consolidated Statements of Operations for the Year Ended December 31, 2012, the
Period from June 28, 2011 through December 31, 2011, the Period from January 1,
2011 through June 27, 2011 and the Year Ended December 31, 2010
5
Consolidated Statements of Comprehensive Loss for the Year Ended December 31,
2012, the Period from June 28, 2011 through December 31, 2011, the Period from
January 1, 2011 through June 27, 2011 and the Year Ended December 31, 2010
6
Consolidated Statements of Changes in Equity for the Year Ended December 31,
2012, the Period from June 28, 2011 through December 31, 2011, the Period from
January 1, 2011 through June 27, 2011 and the Year Ended December 31, 2010
7
Consolidated Statements of Cash Flows for the Year Ended December 31, 2012, the
Period from June 28, 2011 through December 31, 2011, the Period from January 1,
2011 through June 27, 2011 and the Year Ended December 31, 2010
9
Notes to Consolidated Financial Statements
10
CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
Schedule II - Valuation and Qualifying Accounts
27
Schedule III - Real Estate and Accumulated Depreciation
28
All other schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.
F-1
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal controls over
financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act
of 1934, as amended). An evaluation was performed, under the supervision and with the
participation of management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of our internal control over financial reporting as of December 31, 2012
based on the framework in Internal Control - Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the
framework in Internal Control-Integrated Framework, our management concluded that our
internal control over financial reporting was effective as of December 31, 2012.
F-2
Report of Independent Auditors
To the Member of Brixmor LLC,
We have audited the accompanying consolidated financial statements of Brixmor LLC, which comprise the
consolidated balance sheets as of December 31, 2012 and 2011, and the related consolidated statements of
operations, comprehensive loss, changes in equity and cash flows for the year ended December 31, 2012
(Successor), for the periods from June 28, 2011 through December 31, 2011 (Successor), January 1, 2011
through June 27, 2011 (Predecessor), and for the year ended December 31, 2010 (Predecessor) and the related
notes to the consolidated financial statements.
Management's Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in
conformity with U.S. generally accepted accounting principles; this includes the design, implementation,
and maintenance of internal control relevant to the preparation and fair presentation of financial statements
that are free of material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted
our audits in accordance with auditing standards generally accepted in the United States. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditor's judgment, including the assessment
of the risks of material misstatement of the financial statements, whether due to fraud or error. In making
those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair
presentation of the financial statements in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal
control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of significant accounting estimates made by management,
as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the
consolidated financial position of Brixmor LLC and Subsidiaries at December 31, 2012 (Successor) and
2011 (Predecessor), and the consolidated results of their operations and their cash flows for the year
ended December 31, 2012 (Successor), for the periods from June 28, 2011 through December 31, 2011
(Successor), January 1, 2011 through June 27, 2011 (Predecessor), and for the year ended December 31,
2010 (Predecessor) in conformity with U.S. generally accepted accounting principles.
/s/ Ernst and Young LLP
New York, New York
April 9, 2013
F-3
BRIXMOR LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
December 31,
2012
December 31,
2011
Assets:
Real estate
Land
Buildings and improvements
$
Accumulated depreciation and amortization
Real estate, net
Investments in and advances to unconsolidated real estate joint ventures
Cash and cash equivalents
Restricted cash
Marketable securities
Receivables, net
Deferred charges and prepaid expenses, net
Other assets
Total assets
Liabilities:
Debt obligations, net
Financing liabilities, net
Accounts payable, accrued expenses and other liabilities
Total liabilities
$
$
Redeemable noncontrolling interests in partnership
484,837 $
1,927,498
2,412,335
(191,027)
2,221,308
510,998
1,901,262
2,412,260
(72,316)
2,339,944
767,272
31,553
30,864
—
49,405
16,898
2,897
3,120,197
812,788
21,275
30,852
23,027
48,840
10,668
3,133
3,290,527
1,420,234
27,147
167,370
1,614,751
$
$
21,467
1,460,853
27,926
200,224
1,689,003
21,559
Commitments and contingencies
Equity:
Member’s equity
Accumulated other comprehensive income
Accumulated loss
Total Brixmor LLC’s equity
Noncontrolling interest in partnerships
Total equity
Total liabilities and equity
$
1,633,444
—
(150,835)
1,482,609
1,370
1,483,979
3,120,197 $
The accompanying notes are an integral part of these consolidated financial statements.
F-4
1,647,613
44
(69,161)
1,578,496
1,469
1,579,965
3,290,527
BRIXMOR LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
Year Ended
December 31,
2012
(Successor)
Period from
June 28,
through
December 31,
2011
(Successor)
Period from
January 1,
through
June 27, 2011
(Predecessor)
Year Ended
December 31,
2010
(Predecessor)
$
$
$
$
Revenues:
Rental income
Expense reimbursements
220,567
56,322
Other revenues
110,707
27,888
102,994
26,534
212,661
57,142
2,379
1,487
9,050
18,526
279,268
140,082
138,578
288,329
Operating costs
52,959
27,663
25,357
52,756
Real estate taxes
38,491
18,762
18,328
36,915
122,368
71,440
49,176
118,456
Provision for doubtful accounts
3,141
1,913
2,000
4,075
Impairment of real estate assets
—
—
—
117,748
Total revenues
Operating expenses:
Depreciation and amortization
Impairment of other intangibles
General and administrative
Total operating expenses
—
—
76,548
—
2,169
1,632
5,450
11,800
219,128
121,410
176,859
341,750
Other income (expense):
Dividends and interest
Interest expense
Gain on sale of real estate assets
Other
3,694
3,331
1,706
5,428
(90,236)
(47,967)
(44,883)
(85,086)
1,395
—
—
—
—
917
—
118
Total other income (expense)
(85,147)
(43,719)
(43,177)
(79,540)
Loss before equity in earnings of unconsolidated subsidiaries
(25,007)
(25,047)
(81,458)
(132,961)
(47,337)
(43,253)
(82)
(13,956)
Equity in loss of unconsolidated real estate joint ventures
Impairment of investment in unconsolidated real estate joint ventures
—
Loss from continuing operations
(72,344)
—
(68,300)
—
(81,540)
(1,734)
(148,651)
Discontinued operations:
Income (loss) from discontinued operating properties
674
Gain on sale of operating properties
4,430
(218)
664
639
—
—
418
Impairment on real estate held for sale
(13,128)
—
—
(3,402)
Income (loss) from discontinued operations
(8,024)
(218)
664
(2,345)
(80,368)
(68,518)
(80,876)
(150,996)
(1,306)
(643)
(752)
(1,400)
(69,161) $
(81,628) $
Net loss
Noncontrolling interests:
Net income attributable to noncontrolling interests
Net loss attributable to the Company
$
(81,674) $
The accompanying notes are an integral part of these consolidated financial statements.
F-5
(152,396)
BRIXMOR LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
Year Ended
December
31, 2012
(Successor)
Net loss
$
Period from
June 28,
through
December
31, 2011
(Successor)
Period from
January 1,
through
June 27, 2011
(Predecessor)
Year Ended
December 31,
2010
(Predecessor)
(80,368) $
(68,518) $
(80,876) $
(44)
46
20
(150,996)
Other comprehensive income
Change in unrealized gain/(loss) on marketable
securities
Comprehensive loss
Comprehensive income attributable to noncontrolling
interests
Comprehensive loss attributable to the Company
$
(80,412)
(68,472)
(80,856)
(150,930)
(1,306)
(643)
(752)
(1,400)
(69,115) $
(81,608) $
(81,718) $
The accompanying notes are an integral part of these consolidated financial statements.
F-6
66
(152,330)
BRIXMOR LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in thousands)
Successor
For the Year Ended December 31, 2012
Accumulated
Other
Comprehensive
Income
Equity
Beginning balance, January 1, 2012
Contributions from member
Distributions to member
Distributions to noncontrolling interests
Unrealized gain on marketable securities
Net (loss) income
Ending balance, December 31, 2012
$
$
1,647,613 $
61,766
(75,935)
—
—
—
1,633,444 $
Accumulated
Loss
44 $
—
—
—
(44)
—
— $
Noncontrolling
Interests in
Partnerships
(69,161) $
—
—
—
—
(81,674)
(150,835) $
Total
Equity
1,469 $ 1,579,965
—
61,766
—
(75,935)
(114)
(114)
—
(44)
15
(81,659)
1,370 $ 1,483,979
Successor
For the Period from June 28, 2011 through December 31, 2011
Accumulated
Other
Comprehensive
Income
Equity
Beginning balance, June 27, 2011
Step-down in basis of assets purchased
$
Value of 21 properties conveyed to the Company
in connection with the Transactions (Note 2)
2,856,509 $
(1,578,720)
90,754
Accumulated
Loss
Noncontrolling
Interests in
Partnerships
15 $ (1,583,829) $
(17)
1,583,829
—
—
Total
Equity
1,440
45
—
$ 1,274,135
5,137
90,754
Value of increased ownership interest in Brixmor
GA America LLC in connection with the
Transactions (Note 2)
133,440
—
—
—
133,440
Value of 156 assets conveyed to Brixmor Residual
Holding LLC (Note 2)
587,114
—
—
—
587,114
—
—
—
(586)
Value of ownership interests in ERT Australian
Management, LP
Distribution to member, net
Beginning balance, June 28, 2011
Distributions to member
Unrealized gain on marketable securities
Net loss
Ending balance, December 31, 2011
$
(387,225)
1,701,286 $
(53,673)
—
—
1,647,613 $
—
(2) $
—
46
—
44 $
—
— $
—
—
(69,161)
(69,161) $
(586)
—
(387,225)
1,485 $ 1,702,769
—
(53,673)
—
46
(16)
(69,177)
1,469 $ 1,579,965
Predecessor
For the Period from January 1, 2011 through June 27, 2011
Equity
Beginning balance, January 1, 2011
Contributions from member
Distributions to member
Distributions to noncontrolling interests
Other reclassification adjustment
Unrealized gain on marketable securities
Net (loss) income
Ending balance, June 27, 2011
$
$
Accumulated
Other
Comprehensive
Income
2,804,583 $
94,274
(42,348)
—
—
—
—
2,856,509 $
Noncontrolling
Interests in
Partnerships
(5) $ (1,502,231) $
—
—
—
—
—
28
—
2
20
—
—
(81,628)
15 $ (1,583,829) $
Predecessor
For the Year Ended December 31, 2010
F-7
Accumulated
Loss
Total
Equity
1,352 $ 1,303,699
—
94,274
—
(42,348)
(28)
—
—
2
—
20
116
(81,512)
1,440 $ 1,274,135
Equity
Beginning balance, January 1, 2010
Distributions to member
Other reclassification adjustment
Distributions to noncontrolling interests
Unrealized gain on marketable securities
Net loss
Ending balance, December 31, 2010
$
$
Accumulated
Other
Comprehensive
Income
2,836,300 $
(33,418)
1,701
—
—
—
2,804,583 $
Accumulated
Loss
Noncontrolling
Interests in
Partnerships
(71) $ (1,349,926) $
—
—
—
—
—
—
66
—
—
(152,305)
(5) $ (1,502,231) $
The accompanying notes are an integral part of these consolidated financial statements.
F-8
Total
Equity
3,053 $ 1,489,356
—
(33,418)
(1,701)
—
91
91
—
66
(91)
(152,396)
1,352 $ 1,303,699
BRIXMOR LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Period from June
28, through
December 31,
2011
(Successor)
Year Ended
December 31,
2012
(Successor)
Period from
January 1,
through
June 27, 2011
(Predecessor)
Year Ended
December 31, 2010
(Predecessor)
Operating activities:
Net loss
$
(80,368)
$
(68,518)
$
(80,876)
$
(150,996)
Adjustments to reconcile net loss to net cash provided by operations activities:
Depreciation and amortization
Amortization of deferred financing costs
Amortization of net debt premium/discount
Amortization of above and below market leases
124,552
73,774
50,353
1,086
515
1,334
121,728
2,325
(1,224)
(341)
(2,117)
(4,128)
(15,703)
(8,402)
(11,030)
(24,283)
Impairment of other intangibles
—
—
76,548
—
Impairment of investments in unconsolidated real estate joint ventures
—
—
—
1,734
Provisions of impairment
13,128
—
—
121,150
Equity in loss of unconsolidated real estate joint ventures
47,337
43,253
82
13,956
Gain on sale of property
(5,825)
—
—
(917)
—
Gain on debt extinguishment
—
Movement in restricted cash relating to operating activities
(5)
Change in receivables, net
8,460
Change in deferred charges and prepaid expenses, net
(7,740)
Change in other assets
—
2,947
(1,783)
(2,371)
(4,484)
7,972
(7,231)
(7,314)
864
(43)
Change in accounts payable, accrued expenses and other liabilities
(418)
103
(545)
500
386
5,126
(25,382)
22,065
(44,053)
88,781
15,525
43,361
37,514
Building improvements
(62,065)
(17,057)
(21,218)
(26,394)
Real estate acquisitions
(3,239)
(950)
—
—
Proceeds from real estate sale
45,851
719
—
122
50,911
19,015
53,030
43,966
Net cash provided by operating activities
Investing activities:
Distributions from unconsolidated real estate joint ventures
Contributions of capital to unconsolidated real estate joint ventures
(52,732)
Proceeds from the sale of interest in unconsolidated real estate joint ventures
—
—
Movement in restricted cash relating to investing activities
—
(7)
Proceeds from sale of marketable securities
Purchase of marketable securities
Proceeds from insurance claims
(254)
—
10,029
7,096
(7,647)
(9,155)
13,547
9,053
11,453
10,355
(17,072)
(12,953)
(10,984)
(16,112)
—
Net cash (used in) provided by investing activities
(35,510)
—
—
277
(24,806)
4,923
(10,876)
12,834
(149,214)
(670,079)
Financing activities:
(126,379)
(54,560)
Proceeds from mortgage borrowings
Repayments of debt obligations
90,000
80,000
—
728,000
Financing fees
(1,583)
(2,731)
—
(22,923)
Purchase of financial instruments
(65)
Movement in restricted cash relating to financing activities
—
—
Redemption of partnership units
23,262
(92)
(1,409)
Distributions to noncontrolling interest
61,766
Contributions from member
Distributions to member
—
—
(23,587)
—
—
(659)
(636)
—
—
—
(1,309)
94,274
—
(75,935)
(53,673)
(42,348)
(53,697)
(8,361)
(121,511)
271
Change in cash and cash equivalents
10,278
12,087
(89,026)
50,619
Cash and cash equivalents, beginning of period
21,275
9,188
98,208
Net cash (used in) provided by financing activities
Cash and cash equivalents, end of period
(33,418)
47,589
$
31,553
$
21,275
$
9,182
$
98,208
$
90,250
$
51,385
$
45,441
$
102,016
Supplemental disclosure of cash flows, including non-cash activities:
Cash paid for interest, net of amount capitalized
Capitalized interest
668
134
120
263
1,100
124
1,178
1,888
Value of 21 properties conveyed to the Company in connection with the
Transactions (Note 2)
—
90,754
—
—
Value of increased ownership interest in Brixmor GA America LLC in connection
with the Transactions (Note 2)
—
133,440
—
—
Value of 156 assets conveyed to Brixmor Residual Holding LLC (Note 2)
—
587,114
—
—
Value of ownership interests in ERT Australian Management, LP
—
—
—
State and local taxes paid
(586)
The accompanying notes are an integral part of these consolidated financial statements.
F-9
BRIXMOR LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, unless otherwise stated)
1. Summary of Significant Accounting Policies
Description of Business
Brixmor LLC and its wholly and majority owned consolidated subsidiaries (the “Company”) was formed for the purpose
of owning, operating, managing and redeveloping community and neighborhood shopping centers throughout the
United States.
On February 28, 2011, Brixmor Property Group Inc. (“BPG”), an affiliate of Blackstone Real Estate Partners VI, L.P.
(“BREP VI”) agreed to purchase certain United States assets and management platform, including the indirect ownership
interests in the Company, of Centro Properties Group ("CNP") and its managed funds (the “Acquisition” and, together
with the related financings, asset acquisitions and other transactions, the “Transactions”). On June 28, 2011, the
Acquisition was consummated, resulting in BPG acquiring 585 properties for approximately $9.0 billion, net of cash
acquired for $0.1 billion. The consideration for the Transactions included approximately $1.2 billion in cash and $7.8
billion of assumed indebtedness (the “Consideration”).
The Consideration was funded through BREP VI making an initial capital contribution of approximately $2.3 billion,
and following the closing of the Transactions $0.9 billion of cash was used to repay a portion of the outstanding
indebtedness assumed. In addition, approximately $1.5 billion of debt financing was obtained, which is secured by 115
community and neighborhood shopping centers, and BPG repaid and/or refinanced approximately $2.4 billion of
assumed indebtedness with the proceeds from this debt financing. Refer to Note 2 for further information. As a result
of the Transactions, the Company is now indirectly wholly owned by BPG.
As used herein, the term “Predecessor” refers to the Company prior to the Transactions, and the term “Successor” refers
to the Company subsequent to the Transactions.
The Company does not distinguish its principal business or group its operations on a geographical basis for purposes
of measuring performance. According, the Company believes it has a single reportable segment for disclosure purposes
in accordance with U.S. generally accepted accounting principles (“GAAP”).
As of December 31, 2012, the Company owned interests in 564 properties (the “Total Portfolio”), including 155 wholly
owned properties and one property held through a consolidated joint venture (collectively, the “Consolidated Portfolio”),
and 408 properties held through unconsolidated real estate joint ventures (the “Unconsolidated Portfolio”), as
summarized in the table below:
Portfolio
Consolidated Portfolio
Properties
Community and neighborhood shopping centers
Related retail assets
Land parcels
144
5
7
156
Unconsolidated Portfolio
Community and neighborhood shopping centers
Related retail assets
Land parcels
400
5
3
408
Total Portfolio
Community and neighborhood shopping centers
Related retail assets
Land parcels
F-10
544
10
10
564
The Company seeks to reduce risk through diversification achieved by the geographic distribution of its properties, the
breadth of its tenant base and a balanced mix of community and neighborhood shopping centers. Properties in the
Consolidated Portfolio are strategically located across 30 states and throughout more than 75 metropolitan markets as
defined by the United States Office of Management and Budget, with 65% of the Company's annualized base rental
revenue ("ABR") derived from shopping centers located in the top 40 United States metro markets by population. By
owning a combination of community shopping centers and neighborhood shopping centers, the Company conveniently
provides both a necessity and value-oriented merchandise mix, which includes a range of groceries, services and general
merchandise. As a result, its ten largest tenants account for 20.9% of the Company's consolidated ABR and its two
largest tenants, The Kroger Co. and Wal-Mart Stores, Inc., only account for 3.5% and 2.6%, respectively, of its
consolidated ABR. In addition, its largest shopping center represents only 3.2% of its consolidated ABR.
Basis of Presentation
The financial information included herein reflects the Company’s financial position as of December 31, 2012 and
December 31, 2011, the Company’s results of operations and cash flows for the year ended December 31, 2012
(Successor), the period from June 28, 2011 through December 31, 2011 (Successor), the period from January 1, 2011
through June 27, 2011 (Predecessor) and the year ended December 31, 2010 (Predecessor).
Certain prior year balances have been reclassified to conform to current year presentation.
Principles of Consolidation and Use of Estimates
The accompanying Consolidated Financial Statements include the accounts of Brixmor LLC, its wholly owned
subsidiaries and all other entities in which it has a controlling financial interest. The portions of consolidated entities
not owned by the Company are presented as noncontrolling interests as of and during the periods presented. All
intercompany transactions have been eliminated.
When the Company obtains an economic interest in an entity, management evaluates the entity to determine: (i) whether
the entity is a variable interest entity (“VIE”), (ii) whether the Company is the primary beneficiary of the entity if it is
a VIE, and (iii) in the event the entity is not a VIE, whether the Company otherwise has a controlling financial interest.
The Company consolidates: (i) entities that are VIEs for which the Company is deemed to be the primary beneficiary
and (ii) entities that are not VIEs which the Company controls. If the Company has an interest in a VIE but it is not
determined to be the primary beneficiary, the Company accounts for its interest under the equity method of accounting.
Similarly, for those entities which are not VIE's and the Company has the ability to exercise significant influence, the
Company accounts for its interests under the equity method of accounting. The Company continually reconsiders its
determination of whether an entity is a VIE and whether the Company qualifies as its primary beneficiary.
GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during a reporting
period. The most significant assumptions and estimates relate to impairments of real estate, recovery of receivables
and depreciable lives. These estimates are based on historical experience and other assumptions which management
believes are reasonable under the circumstances. Management evaluates its estimates on an ongoing basis and makes
revisions to these estimates and related disclosures as experience develops or new information becomes known. Actual
results could differ from these estimates.
Cash and Cash Equivalents
For purposes of presentation on both the Consolidated Balance Sheets and the Consolidated Statements of Cash Flows,
the Company considers instruments with an original maturity of three months or less to be cash and cash equivalents.
Cash and cash equivalent balances may, at a limited number of banks and financial institutions, exceed insurable
amounts. The Company believes it mitigates this risk by investing in or through major financial institutions and primarily
in funds that are insured by the United States federal government.
Restricted Cash
Restricted cash represents cash deposited in escrow accounts, which generally can only be used for the payment of real
estate taxes, debt service, insurance, and future capital expenditures as required by certain loan and lease agreements
as well as legally restricted tenant security deposits. All restricted cash is invested in money market accounts.
Real Estate
Real estate assets are recorded in the Consolidated Balance Sheets at historical cost, less accumulated depreciation and
amortization. Upon acquisition of real estate operating properties, management estimates the fair value of acquired
tangible assets (consisting of land, buildings, and tenant improvements), identifiable intangible assets and liabilities
(consisting of above and below-market leases, in-place leases and tenant relationships), and assumed debt based on an
F-11
evaluation of available information. Based on these estimates, the estimated fair value is allocated to the acquired
assets and assumed liabilities.
The fair values of tangible assets are determined as if the acquired property is vacant. Fair value is determined using
an exit price approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date. If, up to one year from the acquisition
date, information regarding the fair value of the assets acquired and liabilities assumed is received and estimates are
refined, appropriate adjustments are made to the purchase price allocation on a retrospective basis. The Company
expenses transaction costs associated with business combinations in the period incurred.
In allocating the fair value to identifiable intangible assets and liabilities of an acquired operating property, the value
of above-market and below-market leases is estimated based on the present value (using an interest rate reflecting the
risks associated with leases acquired) of the difference between: (i) the contractual amounts to be paid pursuant to the
leases negotiated and in-place at the time of acquisition and (ii) management's estimate of fair market lease rates for
the property or an equivalent property, measured over a period equal to the remaining non-cancelable term of the lease.
The capitalized above-market or below-market intangible is amortized as a reduction of, or increase to, rental income
over the remaining non-cancelable term of each lease, which includes renewal periods with fixed rental terms that are
considered to be below-market.
In determining the value of in-place leases and tenant relationships, management evaluates the specific characteristics
of each lease and the Company's overall relationship with each tenant. Factors considered include, but are not limited
to: the nature of the existing relationship with a tenant, the credit risk associated with a tenant, expectations surrounding
lease renewals, estimated carrying costs of a property during a hypothetical expected lease-up period, current market
conditions and costs to execute similar leases. Management also considers information obtained about a property in
connection with its pre-acquisition due diligence. Estimated carrying costs include: real estate taxes, insurance, other
property operating costs and estimates of lost rentals at market rates during the hypothetical lease-up periods. Costs
to execute similar leases include: commissions and legal costs to the extent that such costs are not already incurred
with a new lease that has been negotiated in connection with the purchase of a property. The value assigned to in-place
leases is amortized to expense over the remaining term of each lease. The value assigned to tenant relationships is
amortized over the initial terms of the leases.
Certain real estate assets are depreciated using the straight-line method over the estimated useful lives of the assets.
The estimated useful lives are as follows:
Building and building and land improvements
Furniture, fixtures, and equipment
Tenant improvements
20 - 40 years
5 - 10 years
The shorter of the term of the related lease or useful life
Costs to fund major replacements and betterments, which extend the life of the asset, are capitalized and depreciated
over their respective useful lives, while costs for ordinary repairs and maintenance activities are expensed as incurred.
When a real estate asset is identified by management as held-for-sale, the Company discontinues depreciating the asset
and estimates its sales price, net of estimated selling costs. If, in management's opinion, the estimated net sales price
of an asset is less than its net carrying value, an adjustment is recorded to reflect the estimated fair value. Additionally,
the real estate asset and related operations are classified as discontinued operations and separately presented within the
Consolidated Statements of Operations and within Other assets on the Consolidated Balance Sheets. Properties classified
as real estate held-for-sale generally represent properties that are under contract for sale and are expected to close within
12 months.
On a periodic basis, management assesses whether there are indicators that the value of the Company's real estate assets
(including any related intangible assets or liabilities) may be impaired.
If an indicator is identified, a real estate asset is considered impaired only if management's estimate of current and
projected operating cash flows (undiscounted and unleveraged), taking into account the anticipated and probability
weighted holding period, are less than a real estate asset's carrying value. Various factors are considered in the estimation
process, including expected future operating income, trends and prospects and the effects of demand, competition, and
other economic factors. If management determines that the carrying value of a real estate asset is impaired, a loss will
be recorded for the excess of its carrying amount over its fair value.
In situations in which a lease or leases associated with a significant tenant have been, or are expected to be, terminated
early, the Company evaluates the remaining useful lives of depreciable or amortizable assets in the asset group related
F-12
to the lease that will be terminated (i.e., tenant improvements, above and below market lease intangibles, in-place lease
value and leasing commissions). Based upon consideration of the facts and circumstances surrounding the termination,
the Company may write-off or accelerate the depreciation and amortization associated with the asset group. Such writeoffs are included within Depreciation and amortization in the Consolidated Statements of Operations.
Real Estate Under Redevelopment
Real estate assets that are under redevelopment are carried at cost and are not depreciated. Amounts essential to the
development of the property, such as development costs, construction costs, interest costs, real estate taxes, salaries
and related costs of personnel directly involved and other costs incurred during the period of redevelopment are
capitalized. The Company ceases cost capitalization when the property is available for occupancy or upon substantial
completion of building and tenant improvements, but no later than one year from the completion of major construction
activity.
Investments in and Advances to Unconsolidated Real Estate Joint Ventures
The Company accounts for its investments in unconsolidated real estate joint ventures using the equity method of
accounting as the Company exercises significant influence over, but does not control these entities. These investments
are initially recorded at cost and are subsequently adjusted for cash contributions and distributions. Earnings for each
investment are recognized in accordance with the terms of the applicable agreement and where applicable, are based
upon an allocation of the unconsolidated real estate joint ventures' net assets at book value as if it was hypothetically
liquidated at the end of each reporting period. Intercompany fees and gains on transactions with an unconsolidated
real estate joint venture are eliminated to the extent of the Company's ownership interest.
To recognize the character of distributions from an unconsolidated real estate joint venture, the Company reviews the
nature of cash distributions received for purposes of determining whether such distributions should be classified as
either a return on investment, which would be included in operating activities, or a return of investment, which would
be included in Investing activities on the Consolidated Statements of Cash Flows.
On a periodic basis, management assesses whether there are indicators, including the operating performance of the
underlying real estate and general market conditions, that the value of the Company's investments in unconsolidated
real estate real estate joint ventures may be impaired. An investment's value is impaired only if management's estimate
of the fair value of the Company's investment is less than its carrying value and such difference is deemed to be otherthan-temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of
the investment over its estimated fair value.
Management's estimates of fair value are based upon a discounted cash flow model for each specific investment that
includes all estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated
debt premiums. Capitalization rates, discount rates and credit spreads used in these models are based upon rates that
the Company believes to be within a reasonable range of current market rates.
Deferred Leasing and Financing Costs
Costs incurred in obtaining tenant leases (including internal leasing costs) and long-term financing are amortized using
the straight-line method over the term of the related lease or debt agreement, which approximates the effective interest
method. Costs incurred related to obtaining tenant leases which are capitalized include salaries, lease incentives and
the related costs of personnel directly involved in successful leasing efforts. Costs incurred in obtaining long-term
financing which are capitalized include bank fees, legal and title costs and transfer taxes. The amortization of deferred
leasing and financing costs is included in Depreciation and amortization and Interest expense, respectively, in the
Consolidated Statements of Operations.
Marketable Securities
The Company classifies its marketable securities, which include both debt and equity securities, as available-for-sale.
These securities are carried at fair value with unrealized gains and losses reported in member's equity as a component
of accumulated other comprehensive loss. Gains or losses on securities sold are based on the weighted average method.
On a periodic basis, management assesses whether there are indicators that the value of the Company's marketable
securities may be impaired. A marketable security is impaired if the fair value of the security is less than its carrying
value and the difference is determined to be other-than-temporary. To the extent impairment has occurred, the loss is
measured as the excess of the carrying value of the security over its estimated fair value.
Derivative Financial Instruments
Derivatives, including certain derivatives embedded in other contracts, are measured at fair value and are recognized
in the Consolidated Balance Sheets as assets or liabilities, depending on the Company's rights or obligations under the
applicable derivative contract. The accounting for changes in the fair value of a derivative varies based on the intended
F-13
use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply
hedge accounting and whether the hedging relationship has satisfied the necessary criteria.
The Company has not elected to utilize hedge accounting for its outstanding derivatives, which consist of interest rate
caps, interest rate corridors and interest rate swaps. As a result, gains and losses related to these instruments are included
in Interest expense on the Company's Consolidated Statements of Operations.
Revenue Recognition and Receivables
Rental revenue is recognized on a straight-line basis over the terms of the related leases. The cumulative difference
between rental revenue recognized in the Consolidated Statements of Operations and contractual payment terms is
recorded as deferred rent and presented on the accompanying Consolidated Balance Sheets within Receivables.
The Company commences recognizing revenue based on an evaluation of a number of factors. In most cases, revenue
recognition under a lease begins when the lessee takes possession of or controls the physical use of the leased asset.
Generally, this occurs on the lease commencement date.
The determination of who is the owner, for accounting purposes, of tenant improvements (where provided) determines
the nature of the leased asset and when revenue recognition under a lease begins. If the Company is the owner, for
accounting purposes, of the tenant improvements, then the leased asset is the finished space and revenue recognition
begins when the lessee takes possession of the finished space, typically when the improvements are substantially
complete. If the Company concludes it is not the owner, for accounting purposes, of the tenant improvements (the
lessee is the owner), then the leased asset is the unimproved space and any tenant improvement allowances funded
under a lease are accounted for as lease incentives which are amortized as a reduction of revenue recognized over the
term of the lease. In these circumstances, the Company commences revenue recognition when the lessee takes possession
of the unimproved space for the lessee to construct their own improvements. In making this assessment, the Company
considers a number of factors, each of which individually is not determinative.
Certain leases also provide for percentage rents based upon the level of sales achieved by a lessee. These percentage
rents are recognized upon the achievement of certain pre-determined sales levels. Leases also typically provide for
reimbursement of common area maintenance, property taxes and other operating expenses by the lessee which are
recognized in the period the applicable expenditures are incurred.
Gains from the sale of depreciated operating properties are generally recognized under the full accrual method, provided
that various criteria relating to the terms of the sale and subsequent involvement by the Company with the applicable
property are met.
The Company periodically evaluates the collectibility of its receivables related to base rents, straight-line rent, expense
reimbursements and those attributable to other revenue generating activities. The Company analyzes its receivables
and historical bad debt levels, tenant credit-worthiness and current economic trends when evaluating the adequacy of
its allowance for doubtful accounts. In addition, tenants in bankruptcy are analyzed and estimates are made in connection
with the expected recovery of pre-petition and post-petition claims.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized
for the estimated future tax consequences attributable to differences between the financial statement carrying amounts
of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred
tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences
are expected to be recovered or settled. The Company provides a valuation allowance for deferred tax assets for which
it does not consider realization of such assets to be more likely than not.
The Company reviews the need to establish a valuation allowance against its deferred tax assets on a quarterly basis.
This review includes an analysis of various factors, such as future reversals of existing taxable temporary differences,
the capacity for the carryback or carryforward of any losses, the occurrence of future income or loss and available tax
planning strategies.
Tax benefits associated with uncertain tax positions are recognized only if it is more likely than not that the tax position
will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits
recognized in the financial statements from such a position are measured based on the largest benefit that has a greater
than fifty percent likelihood of being realized upon ultimate settlement. The Company has analyzed its tax position
taken on income tax returns for the 2009 through 2012 tax years and has concluded that no provision for income taxes
related to uncertain tax positions is required in the Company's consolidated financial statements as of December 31,
2012 and 2011.
New Accounting Pronouncements
F-14
In February 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”)
2013-2, “Comprehensive Income (Topic 220): Reporting Amounts Reclassified Out of Accumulated Other
Comprehensive Income.” ASU 2013-2 requires entities to disclose certain information relating to amounts reclassified
out of accumulated other comprehensive income. This pronouncement is effective prospectively for reporting periods
beginning after December 15, 2012 and is not expected to have a material impact on the Company's financial statement
presentation.
Effective January 1, 2012, the Company adopted the FASB ASU 2011-04, “Fair Value Measurement: Amendments to
Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”. This update defines
fair value, clarifies a framework to measure fair value, and requires specific disclosures of fair value measurements.
The adoption of this guidance did not have a material impact on the Company’s financial statement presentation.
Effective January 1, 2012, the Company adopted the FASB ASU 2011-05, “Presentation of Comprehensive Income”,
which requires the components of other comprehensive income to be presented either in a single continuous statement
of comprehensive income or in two separate but consecutive statements. The guidance has been applied retrospectively.
The adoption of this guidance did not have a material impact on the Company’s financial statement presentation.
It has been determined that any other recently issued accounting standards or pronouncements not disclosed above
have been excluded as they either are not relevant to the Company, or they are not expected to have a material effect
on the Consolidated Financial Statements of the Company.
2. BREP VI Transactions
In connection with the closing of the Transactions, on June 28, 2011, (i) the ownership interests in 21 properties which
were not wholly owned by the Company or its subsidiaries were conveyed to the Company or its subsidiaries by certain
affiliated entities pursuant to interest assignments, contribution agreements or deeds; (ii) the Company's ownership
interest in Brixmor GA America LLC (the “Galileo JV”) increased from 5% to 49%; (iii) the Company, via its 49%
interest in Brixmor Residual Holding LLC (the "Residual JV"), acquired an interest in an additional 156 properties that
were conveyed to the Residual JV by certain of its affiliated entities (other than the Company and its consolidated
subsidiaries) pursuant to interest assignments, contribution agreements or deeds; and (iv) the ownership interests in
ERT Australian Management, LP, a property manager for 98 properties, were distributed by subsidiaries of the Company
to subsidiaries of BPG.
On June 28, 2011, in connection with the closing of the Transactions, certain wholly owned subsidiaries of the Company
obtained an $80.0 million mortgage loan. The loan is secured by, among other things, mortgages, assignments of rents
and pledges of collection accounts with respect to eight retail shopping centers in the Consolidated Portfolio.
Additionally, BPG provides a guaranty to the lender for certain customary recourse carveout liabilities.
In connection with the closing of the Transactions, the Company received approximately $360.0 million distributions
from the Residual JV, and distributed approximately $460.0 million in cash to its sole member. In addition, approximately
$14.0 million of secured debt of four wholly owned subsidiaries of the Company was repaid.
Accounting Treatment
The Transactions described in Note 1 were accounted for as a business combination. As a result, the associated
consideration has been allocated to the assets acquired and liabilities assumed based on management's estimate of
their fair values using information available on the acquisition date. The purchase price was pushed down to the
Company's financial statements. When using the push down basis of accounting, the acquired company's separate
financial statements reflect the new accounting basis recorded by the acquiring company. Accordingly, all assets and
liabilities were recorded at their fair values at the time of acquisition. The following represents the acquisition
balance sheet as of June 28, 2011:
F-15
Assets:
Net real estate
Investments in and advances to unconsolidated real estate joint ventures
Cash and cash equivalents
Restricted cash
Marketable securities
Receivables, net
Deferred charges and prepaid expenses, net
Other assets
Total assets
Liabilities:
Debt obligations, net
Financing liabilities, net
Accounts payable, accrued expenses and other liabilities
$
$
$
Total liabilities
2,306,530
533,450
9,182
64,156
19,140
55,705
9,645
1,128
2,998,936
1,436,299
28,298
233,507
1,698,104
Redeemable noncontrolling interests in partnership
21,559
Commitments and contingencies
Equity:
Member's equity
Accumulated other comprehensive loss
Total Brixmor LLC equity
Non-controlling interest in partnerships
Total equity
Total liabilities and equity
1,277,789
(2)
$
1,277,787
1,486
1,279,273
2,998,936
3. Acquisition of Real Estate
During the year ended December 31, 2012, the Company acquired two retail buildings which were previously unowned
buildings at two of its existing shopping centers, for approximately $3.2 million.
In addition to the Transactions (which resulted in the conveyance to the Company of 21 properties, the conveyance of
156 properties to the Residual JV and increased the Company's ownership interest in the Galileo JV to 49%), during
the period from June 28, 2011 through December 31, 2011, the Company acquired a land parcel for approximately $1.0
million. There were no acquisitions during the period from January 1, 2011 through June 27, 2011 and the year ended
December 31, 2010.
4. Discontinued Operations and Assets Held for Sale
The Company reports as discontinued operations assets held-for-sale as of the end of the current period and assets sold
during the period. All results of these discontinued operations are included in a separate component of income on the
Consolidated Statements of Operations under Discontinued operations. This has resulted in certain reclassifications
for the period from June 28, 2011 through December 31, 2011, the period from January 1, 2011 through June 27, 2011
and the year ended December 31, 2010.
At December 31, 2012, one community and neighborhood shopping center was classified as held for sale and is presented
in Other assets within the Consolidated Balance Sheets. The property is located in Statesboro, GA. Such property had
a carrying value of approximately $1.6 million. During the year ended December 31, 2012, the Company disposed of
17 shopping centers, one related retail asset, one land parcel and two buildings in the Consolidated Portfolio for aggregate
net proceeds of $45.9 million.
F-16
During the period from June 28, 2011 through December 31, 2011, the Company sold approximately 1.1 acres of land
in Apopka, FL from the Consolidated Portfolio for net proceeds of approximately $0.7 million. There were no
dispositions from the Consolidated Portfolio during the period from January 1, 2011 through June 27, 2011. During
the year ended December 31, 2010, the Company sold a land parcel from the Consolidated Portfolio for net proceeds
of approximately $0.1 million.
In connection with the disposition of these neighborhood and community shopping centers, the Company recognized
provisions for impairment of approximately $13.1 million and $3.4 million for the years ended December 31, 2012
and 2010, respectively. For purposes of measuring this provision, fair value was determined based upon contracts with
buyers or purchase offers from potential buyers and then adjusted to reflect associated disposition costs.
The components of income from discontinued operations for the year ended December 31, 2012, the period from June
28, 2011 through December 31, 2011, the period from January 1, 2011 through June 27, 2011 and the year ended
December 31, 2010 are shown below:
Year Ended
December 31,
2012
(Successor)
Period from
June 28,
through
December 31,
2011
(Successor)
Period from
January 1,
through
June 27, 2011
(Predecessor)
Year Ended
December 31,
2010
(Predecessor)
$
$
$
$
Discontinued operations:
Revenues
6,698
Operating expenses
7,807
(2,470)
(6,482)
(159)
(116)
(108)
(686)
674
(218)
664
639
4,430
—
—
(13,128)
—
—
Income (loss) from discontinued operating properties
Gain on disposition of operating properties
Income (loss) from discontinued operations
3,242
(4,771)
Other income (expense), net
Impairment on real estate held for sale
4,669
(5,865)
$
(8,024) $
(218) $
664
418
(3,402)
$
(2,345)
5. Real Estate
The Company's components of Real estate consisted of the following:
December 31,
2012
$
484,837
Land
Buildings and improvements:
Building
Building and tenant improvements
Other rental property (1)
Accumulated depreciation and amortization
Total
(1)
$
December 31,
2011
$
510,998
1,622,442
85,487
219,569
2,412,335
(191,027)
2,221,308 $
1,643,097
31,645
226,520
2,412,260
(72,316)
2,339,944
At December 31, 2012 and 2011, Other rental property consisted of intangible assets including: (i) $200.3 million and $207.1 million,
respectively, of in-place lease value, (ii) $19.3 million and $19.4 million, respectively, of above-market leases, and (iii) $82.4 million
and $35.4 million, respectively, of accumulated amortization. These intangible assets, amortized over the term of each released lease.
In addition, at December 31, 2012 and 2011, the Company had intangible liabilities relating to below-market leases of
approximately $97.4 million and $117.9 million, respectively, and accumulated amortization of approximately $28.0
million and $9.7 million, respectively. These intangible liabilities, which are included in Accounts payable, accrued
expenses and other liabilities in the Company's Consolidated Balance Sheets, are amortized over the term of each
related lease including any renewal periods with fixed rentals that are considered to be below market.
Amortization expense associated with the above mentioned intangible assets and liabilities recognized for the year
ended December 31, 2012, the period from June 28, 2011 through December 31, 2011, the period from January 1, 2011
through June 27, 2011 and the year ended December 31, 2010 was approximately $31.8 million, $27.5 million, $5.9
million and $16.5 million, respectively. The estimated net amortization expense associated with the Company's
intangible assets and liabilities for the next five years are as follows:
- 17 -
Estimated net
amortization
expense
$
19,051
13,234
7,855
3,431
1,109
Year ending December 31,
2013
2014
2015
2016
2017
On a continuous basis, management assesses whether there are any indicators, including property operating performance
and general market conditions, that the value of the Company's assets (including any related amortizable intangible
assets or liabilities) may be impaired. To the extent impairment has occurred, the carrying value of the asset would be
adjusted to an amount to reflect the estimated fair value of the asset.
During 2010, the U.S. economic and market conditions improved which resulted in capitalization rates, discount rates
and vacancies improving; however, remaining overall declines in market conditions continued to have a negative effect
on certain transaction activity. As a result of these conditions described above, as well as the Company's action during
such periods to dispose of certain neighborhood and community shopping centers, the Company recognized provisions
for impairment of approximately $117.7 million for the year ended December 31, 2010. No provisions for impairment
were recognized on real estate properties during the year ended December 31, 2012, and periods from June 28, 2011
through December 31, 2011 and January 1, 2011 through June 27, 2011.
6. Investments in and Advances to Unconsolidated Real Estate Joint Ventures
The Company and its subsidiaries have investments in and advances to various unconsolidated real estate joint ventures
(or "joint ventures"). These joint ventures are engaged primarily in the operation of neighborhood and community
shopping centers which are either owned or held under long-term operating leases. The Company and its joint venture
partners have joint approval rights for major decisions, including those regarding property operations. As such, the
Company holds noncontrolling interests in these joint ventures and accounts for them under the equity method of
accounting.
The following tables summarize the Company's investments in and advances to joint ventures:
Percent
Ownership
December 31,
2012
December 31,
2011
City
State
JV Partner
Brixmor Residual Holding
LLC
Various
Various
Affiliated entity
49%
Brixmor GA America LLC
Various
Various
Affiliated entity
49%
161,799
138,872
Aurora
CO
Foreign Investor
30%
7,102
5,302
Las Vegas
NV
JPMorgan Investment
Management, Inc.
20%
5,055
5,143
NPK Redevelopment I, LLC (1) Various
Various
Kmart Corporation (Sears
Holding Corp.)
20%
2,681
2,650
BPR Land Partnership, L.P.
Frisco
TX
Private Investors
50%
688
955
BPR South, L.P.
Frisco
TX
Private Investors
50%
511
511
NP/SSP Baybrook, LLC (1)(3)
Webster
TX
JPMorgan Investment
Management, Inc.
20%
—
—
OH
Pearlmark Real Estate
Partners, L.L.C /The Richard
E. Jacobs Group
10%
—
914
Arapahoe Crossings, L.P.
(1)(2)
NP/I&G Institutional Retail
Company II, LLC (1)
Westgate Mall, LLC
(4)
Fairview
Park
Total
$
$
589,436
767,272
$
$
658,441
812,788
_____________
(1)
Pursuant to the terms of the applicable real estate venture agreements, the Company’s participation in the joint ventures may increase if
certain performance targets are achieved.
F-18
(2)
The Arapahoe Crossings, L.P. joint venture had aggregate outstanding indebtedness of approximately $42.5 million and $43.5 million
at December 31, 2012 and 2011, respectively. Such indebtedness is non-recourse to the Company; however, it may become recourse to
the Company and its partners in certain limited situations, such as misuse of funds and material misrepresentations.
(3)
On October 2, 2012, the joint venture conveyed Baybrook Gateway, a shopping center located in Webster, Texas, to the lender in satisfaction
of its $41.0 million non-recourse mortgage loan. The Company no longer has an ownership interest in the shopping center.
(4)
On March 6, 2012, the joint venture sold Westgate Mall in Fairview Park, Ohio, for gross proceeds of approximately $73.4 million. The
Company’s pro-rata share of net proceeds from the sale of Westgate Mall was $0.9 million. The Company no longer has an ownership
interest in Westgate Mall.
The Company does not have commitments to fund losses in excess of the carrying value of its investment.
Combined summary financial information for the Company’s investments in and advances to joint ventures was as
follows:
December 31, 2012
Assets:
Real estate
Accumulated depreciation and amortization
Real estate, net
Receivable, net
Other assets
Total Assets
$
$
Liabilities:
Debt obligations, net
Financing liability
Due to related parties
Accounts payable, accrued expenses and other liabilities
Total liabilities
Total partners’ capital
Total liabilities and partners’ capital
Company’s share of equity
Basis differential (1)
Investments in and advances to joint ventures
(1)
$
$
December 31, 2011
7,643,935 $
(632,615)
7,682,887
(264,981)
7,011,320
115,385
202,361
7,329,066
7,417,906
106,414
220,513
7,744,833
5,136,734
147,293
—
437,374
5,721,401
1,607,665
7,329,066
$
$
$
5,393,125
144,035
—
481,615
6,018,775
1,726,058
7,744,833
$
768,746 $
(1,474)
819,099
(6,311)
$
767,272
812,788
$
This amount represents the aggregate difference between the Company’s basis in each joint venture and its
proportionate share of each joint venture's capital. Such difference is being amortized over the life of the related
assets and liabilities.
F-19
Year Ended
December 31,
2012
(Successor)
Rental revenues
$
Operating expenses
861,660
Period from June
28, through
December 31,
2011
(Successor)
$
(267,125)
Impairment of real estate assets
—
433,090
Period from
January 1,
through
June 27, 2011
(Predecessor)
$
(136,796)
—
248,108
Year Ended
December 31,
2010
(Predecessor)
$
(85,406)
—
507,702
(167,941)
(138,483)
Interest expense
(300,528)
(157,595)
(78,100)
(142,911)
Depreciation and amortization
(387,447)
(225,184)
(78,317)
(175,091)
(3,248)
(2,768)
(6,726)
(9,945)
(46)
1,057
1,866
135
(1,254)
General and administrative expenses
Other income (expense), net
799
Loss from discontinued operations
Net loss
(14,178)
$
Company’s share of net loss
Basis differential
(110,067) $
(49,567)
(1)
2,230
(1)
$
(638) $
(122,282)
(42,631)
(161)
9,927
(622)
79
(20,583)
—
—
—
(3,300)
(47,337) $
(43,253) $
Loss on sale of ownership interest in NPI&G Institutional Retail
Company, LLC
Equity in loss of joint ventures
2,521
(89,164) $
(82) $
(13,956)
Amount includes the amortization of the aggregate difference between the Company’s historical cost basis and the
basis reflected at the joint venture level over the life of the related assets and liabilities.
During the year ending December 31, 2010, the Company recognized provision for impairment associated with certain
of its joint ventures of approximately $1.7 million due to the operating performance of these joint ventures and general
market conditions. No provisions for impairment were recognized for the year ended December 31, 2012, the period
from June 28, 2011 through December 31, 2011 or the period from January 1, 2011 through June 27, 2011.
The Company's estimated fair values relating to the above impairment assessment were based upon internal
analyses. The Company believes the inputs utilized were reasonable in the context of applicable market conditions;
however, due to the significance of the unobservable inputs to the overall fair value measures, the Company
determined that such fair value measurements were classified within Level 3 of the fair value hierarchy.
The following is a brief summary of the significant joint ventures of the Company as of December 31, 2012:
•
Brixmor Residual Holding LLC. On June 28, 2011, the Company and its sole member entered into an
amended and restated operating agreement providing for the pro-rata distribution of available cash flow
between its sole member (51%) and the Company (49%). Additionally, (i) the ownership interests in
156 properties that were not previously owned by subsidiaries of the Residual JV were conveyed to the
Residual JV by certain entities affiliated with the Residual JV pursuant to interest assignments, contribution
agreements or deeds and (ii) the ownership interests in 11 properties that were previously owned by the
Residual JV were conveyed to the Company or its subsidiaries pursuant to assignments, contribution
agreements or deeds. Accordingly, as of December 31, 2012, the Residual JV owned interests in 305
shopping centers, including 22 properties which were under redevelopment, and an interest in one property
held through an unconsolidated real estate joint venture. The Company is not obligated to contribute any
additional capital to the Residual JV. As of December 31, 2012, the Residual JV had loans outstanding
in an aggregate principal amount of approximately $4.1 billion.
•
Brixmor GA America LLC. On June 28, 2011, the Company and Brixmor GA America, Inc. entered into
an amended and restated operating agreement for the Galileo JV, whereby the Company’s ownership
interest in the Galileo JV increased from 5% to 49%. Additionally, on June 28, 2011, the ownership
interests in (i) four properties, which were previously owned by the Galileo JV or its subsidiaries, were
conveyed to a subsidiary of the Residual JV and (ii) two properties were conveyed to the Company or its
subsidiaries pursuant to assignments, contribution agreements or deeds. Accordingly, as of December 31,
2012, the Galileo JV owned interests in 94 shopping centers, including three properties which were under
F-20
redevelopment. The Company is not obligated to contribute any additional capital to the Galileo JV. As
of December 31, 2012, the Galileo JV had loans outstanding in an aggregate principal amount of
approximately $0.9 billion.
7. Marketable Securities
During 2012, the Company transferred $26.4 million of marketable securities along with insurance reserves to an
affiliated entity. At December 31, 2012, the Company did not own any marketable securities. At December 31, 2011,
the Company's marketable securities, primarily held by a wholly-owned subsidiary, had been classified as availablefor sale and, accordingly, were carried at fair value within the Consolidated Balance Sheets with changes in fair value
presented as a component of accumulated other comprehensive income.
At December 31, 2011, the fair value of the Company's marketable securities portfolio approximated their amortized
cost basis. As a result, gross unrealized gains and gross unrealized losses were immaterial to the Company's consolidated
financial statements.
Refer to Note 10 for further discussion of management's estimate of fair value.
8. Financial Instruments - Derivatives and Hedging
The Company's use of derivative instruments is limited to the utilization of interest rate agreements or other instruments
to manage interest rate risk exposures and not for speculative purposes. The principal objective of such arrangements
is to manage the risks and/or costs associated with the Company's operating and financial structure, as well as to hedge
specific transactions.
At December 31, 2012, the Company's derivative instruments consisted of interest rate caps with aggregate notional
amount of $170.0 million which were purchased as a lender requirement relating to variable rate loans with the same
notional amount. At December 31, 2012 and 2011, the fair value of these interest rate caps was immaterial and during
the year ended December 31, 2012, the period from June 28, 2011 through December 31, 2011, the period from January
1, 2011 through June 27, 2011 and the year ended December 31, 2010, no payments were received from the respective
counterparties.
9. Debt Obligations
At December 31, 2012 and 2011, the Company had the following indebtedness outstanding:
Carrying Value as of
December
31, 2012
December
31, 2011
Stated
Interest
Rates
Scheduled
Maturity
Date
Mortgage and secured loans(1)
Fixed rate mortgage and secured loans(2)
$
Variable rate mortgage and secured loans(3)
Total mortgage and secured loans
Net unamortized premium
Total mortgage and secured loans, net
811,107
844,263
5.00% - 12.5%
2013 – 2028
173,605
$
83,758
Variable(3)
2013 – 2017
984,712
928,021
51,435
60,353
3.75% - 7.97%
2013 - 2029
$ 1,036,147
$
988,374
$
$
500,362
Notes payables:
Unsecured notes(4)(5)
Net unamortized discount
Total notes payable, net
Total debt obligations
(1)
(2)
(3)
404,612
(20,525)
$
384,087
$ 1,420,234
(27,883)
$
472,479
$ 1,460,853
The Company's mortgages and secured loans are collateralized by certain properties and the equity interests of certain subsidiaries. These properties had a
carrying value as of December 31, 2012 of approximately $1.6 billion.
The weighted average interest rate on the Company’s fixed rate mortgage and secured loans was 6.72% as of December 31, 2012.
The weighted average interest rate on the Company’s variable rate mortgage and secured loans was 3.78% as of December 31, 2012. The Company incurs
interest on $170.0 million of mortgages using the 30-day LIBOR rate (which was 0.21% as of December 31, 2012, subject to certain rate floor requirements
ranging from 50 basis points to 75 basis points), plus interest spreads ranging from 250 basis points to 375 basis points. The remaining balance of variable
rate mortgages bears interest at the Prime Rate published in the Wall Street Journal, which was 3.25% as of December 31, 2012, plus an interest spread of
75 basis points.
F-21
(4)
(5)
The weighted average interest rate on the Company’s unsecured notes was 5.97% as of December 31, 2012. During the year ended December 31, 2012, the
Company purchased approximately $95.8 million of its outstanding 5.125% senior unsecured notes due 2012.
The Company added an one time put repurchase right to certain unsecured notes that requires the Company to offer to repurchase the notes if tendered by
holders (but does not require the holders to tender) for an amount equal to the principal amount plus accrued and unpaid interest on January 15, 2014.
Although the stated maturity dates for these notes range from August 2026 to February 2028, the scheduled maturity dates listed above represent the first
dates that note holders can require the Company to redeem all or any portion of the notes pursuant to the required put repurchase right. As of December 31,
2012, approximately $104.6 million aggregate principal amount of the unsecured notes with this put right remained outstanding.
Debt Transactions
On August 22, 2012, certain indirect wholly owned subsidiaries of the Company (the “Borrowers”) obtained a $90
million mortgage loan (the "Mortgage Loan"). The Mortgage Loan is secured by three retail shopping centers and a
guaranty by BPG of certain customary recourse carveout liabilities.
The Mortgage Loan bears interest at a rate equal to LIBOR (subject to a floor of 50 basis points) plus a spread of 375
basis points, payable monthly, and is scheduled to mature on September 1, 2015, with two extension options that allow
the Borrowers to extend through September 1, 2016 and then to August 1, 2017, subject in each case to the satisfaction
of certain financial conditions.
Debt Maturities
At December 31, 2012 and 2011, accrued interest of $11.1 million and $10.9 million was outstanding, respectively. At
December 31, 2012, scheduled maturities of the outstanding debt obligations were as follows:
Year ending December 31,
2013
2014
2015
2016
2017
Thereafter
Total debt maturities
Net unamortized premiums on mortgages
Net unamortized discount on notes
Total debt obligations
$
$
178,381
131,915
400,104
13,613
15,355
649,956
1,389,324
51,435
(20,525)
1,420,234
Financing Liabilities
Financing liabilities include capital leases, net of amortized discount at December 31, 2012 and 2011 of $27.1 million
and $27.9 million, respectively.
10. Fair Value Disclosures
All financial instruments of the Company are reflected in the accompanying Consolidated Balance Sheets at amounts
which, in Management's judgment, reasonably approximate their fair values, except those instruments listed below:
Mortgage and secured loans payable
Notes payable
Total debt obligations
Financing liabilities
December 31, 2012
Carrying
Fair
Amounts
Value
$ 1,036,147 $ 1,086,771
384,087
395,280
1,420,234
1,482,051
27,147
27,147
$
December 31, 2011
Carrying
Fair
Amounts
Value
988,374 $
1,067,153
472,479
450,525
1,460,853
1,517,678
27,926
27,147
The valuation methodology used to estimate the fair value of the Company's fixed- and variable-rate indebtedness and
financing liabilities is based on discounted cash flows, with assumptions that include credit spreads, loan amounts and
debt maturities. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon
disposition.
F-22
As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy is included
in U.S. GAAP that distinguishes between market participant assumptions based on market data obtained from sources
independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and
the reporting entity's own assumptions about market participant assumptions (unobservable inputs that are classified
within Level 3 of the hierarchy).
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair
value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on
the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of
the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers
factors specific to the asset or liability.
At December 31, 2012, the Company did not own any marketable securities. At December 31, 2011, the fair value of
the Company's marketable securities, valued based on quoted market prices, were classified within Level 1 of the fair
value hierarchy. Conversely, at December 31, 2012 and 2011, the fair value of the Company's mortgage and secured
loans, notes payable, financing liabilities and interest rate caps, valued based on discounted cash flow or other similar
methodologies were classified within Level 3 of the fair value hierarchy.
11. Noncontrolling Interests in Consolidated Partnerships
The noncontrolling interest presented in these Consolidated Financial Statements relates to the portion of a consolidated
subsidiary held by the noncontrolling interest holders in a partnership that was formed to own certain real estate
properties which were contributed to it in exchange for cash, the assumption of mortgage indebtedness and limited
partnership units (or Class A Preferred Units). A wholly owned subsidiary of the Company is the sole general partner
of the partnership and is entitled to receive 99% of all net income and gains before depreciation, if any, after the limited
partners receive their preferred cash and gain allocations. At December 31, 2012 and 2011, there were 648 and 650
Class A Preferred Units outstanding, respectively.
Holders of these Class A Preferred Units have a redemption right that provides the holder with the option to redeem
their units for $33.15 in cash plus all accrued and unpaid distributions. Due to this right, the portion of the partnership
has been classified as redeemable noncontrolling interest within the Company's Consolidated Balance Sheets which at
December 31, 2012 and 2011 was $21.5 million and $21.6 million, respectively.
In September 2012, a Class A Preferred Unit Holder elected to redeem substantially all of its Class A Preferred Units
for $0.1 million in cash. During the period from June 28, 2011 through December 31, 2011, the period from January
1, 2011 through June 27, 2011 and the year ended December 31, 2010, no other limited partners with Class A Preferred
Units made a redemption election. Such redemption election may be made at any time, and the Company is required
to make such redemption on the second to last business day of the quarter in which such election is made, provided
that the Company receives the redemption election at least ten business days prior to such date.
The changes in redeemable non-controlling interests are summarized as follows
Year Ended
December
31, 2012
(Successor)
Balance at beginning of period:
$
Unit redemptions
Period from
January 1,
through
June 27, 2011
(Predecessor)
Year Ended
December 31,
2010
(Predecessor)
$
$
$
(92)
Distributions to non-controlling interests
Net loss attributable to redeemable non-controlling interests
Ending Balance
21,559
Period from
June 28,
through
December 31,
2011
(Successor)
$
21,559
21,559
21,559
—
—
(1,291)
(659)
(636)
(1,309)
1,291
659
636
1,309
21,467
$
21,559
$
21,559
—
$
21,559
12. Revenue Recognition
Future minimum annual base rents at December 31, 2012 to be received over the next five years pursuant to the terms
of non-cancelable operating leases are included in the table below.
Amounts included assume that all leases which expire are not renewed and that tenant renewal options are not exercised;
- 23 -
therefore, neither renewal rents nor rents from replacement tenants are included. Future minimum annual base rents
also do not include payments which may be received under certain leases on the basis of a percentage of reported
tenants' sales volume, common area maintenance charges and real estate tax reimbursements.
Year ending December 31,
2013
2014
2015
2016
2017
Thereafter
$
196,341
175,983
149,381
122,753
94,213
354,324
The Company recognized approximately $2.5 million, $1.1 million, $1.0 million and $3.1 million of rental income
based on a percentage of its tenants' sales for the year ended December 31, 2012, the period from June 28, 2011 through
December 31, 2011, the period from January 1, 2011 through June 27, 2011, and the year ended December 31, 2010,
respectively.
At December 31, 2012 and 2011, the estimated allowance associated with Company's outstanding rent receivables,
included in Receivables in the Company's Consolidated Balance Sheets was approximately $11.8 million and $13.9
million, respectively. In addition, at December 31, 2012 and 2011, receivables associated with the effects of recognizing
rental income on a straight-line basis were approximately $7.8 million and $3.4 million, respectively net of the estimated
allowance of $135 thousand and $95 thousand, respectively.
13. Commitments and Contingencies
Leasing commitments
The Company periodically enters into leases in connection with ground leases for neighborhood and community
shopping centers which it operates and as administrative space for the Company. During the year ended December 31,
2012, the period from June 28, 2011 through December 31, 2011, the period from January 1, 2011 through June 2011
and the year ended December 31, 2010, the Company recognized rent expense associated with these leases of $0.9
million; $0.5 million; $0.4 million; and $0.9 million, respectively. Minimum annual rental commitments associated
with these leases during the next five years and thereafter are as follows: 2013, $0.9 million, 2014, $0.8 million, 2015,
$0.8 million, 2016, $0.8 million, 2017, $0.8 million and thereafter, $11.3 million.
Environmental matters
Under various federal, state and local laws, ordinances and regulations, the Company may be considered an owner or
operator of real property or may have arranged for the disposal or treatment of hazardous or toxic substances. As a
result, the Company may be liable for certain costs including removal, remediation, government fines and injuries to
persons and property. The Company does not believe that any resulting liability from such matters will have a material
adverse effect on the financial position, results of operations or liquidity of the Company.
Other legal matters
The Company is subject to various other legal proceedings and claims that arise in the ordinary course of business.
Management believes that the final outcome of such matters will not have a material adverse effect on the financial
position, results of operations or liquidity of the Company.
14. Income Taxes
The Company is subject to federal, state and local taxes on its income earned from activities in its consolidated taxable
subsidiary. The taxable subsidiary's activities include real estate operations and an investment in an insurance company.
Income taxes have been recorded based on the asset and liability method. Under the asset and liability method, deferred
income taxes are recognized for the temporary differences between the financial reporting basis and the tax basis of
taxable assets and liabilities.
At December 31, 2012 and 2011, the taxable subsidiary had gross deferred tax assets of $67.9 million and $65.8 million,
respectively, and gross deferred tax liabilities of $0.6 million and $0.5 million, respectively. Deferred tax assets and
liabilities are primarily attributable to real estate basis differences and net operating loss carry forwards. At December
31, 2012 and 2011, a valuation allowance of $67.3 million and $65.3 million, respectively, had been established due
- 24 -
to the uncertainty associated with realizing these deferred tax assets. Deferred tax assets and liabilities are included in
Other assets and Accounts payable, accrued expenses and other liabilities, respectively, in the accompanying
Consolidated Balance Sheets.
The Company is also subject to certain state and local income taxes or franchise taxes. State and local income taxes or
franchise taxes of approximately $0.1 million for the year ended December 31, 2012, $0.7 million for the period from
June 28, 2011 through December 31, 2011, $0.6 million for the period from January 1, 2011 through June 27, 2011,
$1.9 million for the year ended December 31, 2010 are reflected in General and administrative expenses in the
accompanying Consolidated Statements of Operations.
15. Related-Party Transactions
The Company pays property management fees for services provided by a subsidiary of BPG and, prior to the
Transactions, to a subsidiary of CNP. Additionally, the Company is allocated costs related to leasing services provided
by an affiliate.
Prior to the Transactions, the Company paid subcontracting fees under certain management and subcontracting
agreements for services provided by affiliated entities. On October 1, 2011, and in connection with the Transactions,
these agreements were terminated, as the services to be provided thereunder were no longer necessary.
The Company also derived fee income from services provided to certain of its joint ventures and other managed
properties. In connection with the Transactions, the ownership interests in a property manager which managed 98
properties, were distributed to an affiliate of the Company and subsidiary of BPG. In addition, the property management
rights for services provided to certain of the Company's joint ventures were assigned to subsidiaries of BPG on October
1, 2011. Accordingly, the Company no longer recognizes fee income from these sources. The following summarizes
related-party transactions:
Year Ended
December
31, 2012
(Successor)
Subcontracting fees
Property management fees
Leasing fees/allocated leasing costs (1)
Fee income
(1)
$
—
10,504
3,884
—
Period from
June 28,
through
December
31, 2011
(Successor)
$
279
5,309
1,913
379
Period from
January 1,
through
June 27, 2011
(Predecessor)
Year Ended
December 31,
2010
(Predecessor)
$
$
3,476
5,428
4,426
8,095
6,952
11,095
5,040
15,513
Prior to the Transactions, the Predecessor was charged costs related to leasing services. Starting June 28,
2011, the Successor was allocated leasing costs from an affiliated entity.
As of December 31, 2012 and 2011, there were no unpaid fee income receivable.
F-25
16. Supplemental Financial Information
The following represents the results of income for each quarter during the years 2012, 2011 and 2010:
Total
Revenues (1)
(1)
Net Income/(Loss)
Attributable to the
Company
Year Ended December 31, 2012:
First quarter
Second quarter
Third quarter
Fourth quarter
$
$
$
$
69,202
68,943
69,844
71,279
$
$
$
$
(24,052)
(23,583)
(20,677)
(13,362)
Year Ended December 31, 2011:
First quarter
April 1 to June 27, 2011
June 28 to June 30, 2011
Third quarter
Fourth quarter
$
$
$
$
$
70,938
67,640
2,253
69,362
68,467
$
$
$
$
$
(3,175)
(78,453)
Year Ended December 31, 2010:
First quarter
Second quarter
Third quarter
Fourth quarter
$
$
$
$
74,932
73,011
70,736
69,650
$
$
$
$
5,381
(31,631)
(16,732)
(109,414)
(2,794)
(38,251)
(28,116)
Amounts have been adjusted to give effect to the Company's discontinued operations.
17. Subsequent Events
In preparing the consolidated financial statements, the Company has evaluated events and transactions occurring
after December 31, 2012 for recognition or disclosure purposes. Based on this evaluation, the following subsequent
events, from December 31, 2012 through to the date the financial statements were issued, were identified: (i) the
Company repaid mortgage payables totaling $42.1 million; (ii) the Company entered into one new loan totaling
$57.0 million; and (iii) one property was distributed by the Residual JV to the Company.
F-26
BRIXMOR LLC AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
Balance at
Beginning of
Period
Additions
Deductions
Charged /
(Credited) to
Bad Debt Expense
Accounts
Receivable
Written Off
Balance at
End of
Period
Allowance for doubtful accounts:
Company
Year ended December 31, 2012
$
13,885
$
3,120
$
(5,250) $
11,755
Period from June 28 through December 31, 2011
$
14,261
$
2,139
$
(2,515) $
13,885
Period from January 1 through June 27, 2011
$
14,536
$
2,566
$
(3,239) $
13,863
Year ended December 31, 2010
$
15,168
$
5,899
$
(6,531) $
14,536
Predecessor
Additions
Balance at
Beginning of
Period
Deductions
Charged /
(Credited) to
Expense
Balance at
End of
Period
Written Off
Reserve for straight-line rents:
Company
Year ended December 31, 2012
$
95
$
40
$
—
$
135
Period from June 28 through December 31, 2011
$
—
$
95
$
—
$
95
Period from January 1 through June 27, 2011
$
1,000
$
287
$
(404) $
883
Year ended December 31, 2010
$
190
$
810
$
Predecessor
F-27
—
$
1,000
BRIXMOR LLC AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
(in thousands)
COLUMN A
COLUMN B
COLUMN C
COLUMN D
COLUMN E
Cost
Capitalized
Gross Amount at Which Carried
Life on
Which
Subsequent to
at the Close of the Period
Depreciated
-
Building &
Acquisition
Building &
Improvements
Improvements
Initial Cost to Company
Description
Encumbrances
Kroger
Scottsboro, AL
—
Bakersfield
Plaza
Bakersfield, CA
Cudahy Plaza
Cudahy, CA
Arbor Faire
Fresno, CA
Briggsmore
Plaza
Modesto, CA
Montebello
Plaza
Montebello, CA
Bristol Plaza
Santa Ana, CA
Arvada Plaza
Arvada, CO
Villa Monaco
Denver, CO
Superior
Marketplace
Superior, CO
Milford Center
Milford, CT
—
Apopka
Commons
Apopka, FL
—
Coconut Creek
Coconut Creek,
FL
Northgate S.C.
DeLand, FL
Land
Land
Improvements
COLUMN F
Total
COLUMN G
COLUMN H
Date
COLUMN I
Latest
Income
Accumulated
Year
Depreciation
Constructed
(1)
—
1982
Jun-11
40 years
Acquired
Statement
490
—
—
490
—
490
(14,173)
4,000
22,379
4,748
4,000
27,127
31,127
(3,034)
2007
Apr-07
40 years
(4,694)
4,490
12,127
1,458
4,490
13,585
18,075
(1,938)
1994
Apr-07
40 years
(15,710)
3,940
21,363
2,010
3,940
23,373
27,313
(2,286)
1993
Apr-07
40 years
2,140
11,019
1,273
2,140
12,292
14,432
(1,152)
1998
Apr-07
40 years
(36,569)
13,360
35,026
3,914
13,360
38,940
52,300
(3,019)
2012
Apr-07
40 years
(8,501)
9,110
19,584
1,857
9,110
21,441
30,551
(1,823)
2003
Apr-07
40 years
1,160
5,914
1,525
1,160
7,439
8,599
(889)
1994
Apr-07
40 years
(8,472)
3,090
6,659
1,018
3,090
7,677
10,767
(759)
2012
Nov-07
40 years
(26,987)
7,090
33,805
4,171
7,090
37,976
45,066
(3,306)
2004
Apr-07
40 years
1,140
2,263
538
1,140
2,801
3,941
(238)
1966
Jun-11
40 years
755
3,490
641
755
4,131
4,886
(304)
2010
Apr-07
40 years
(16,781)
7,400
23,865
1,764
7,400
25,629
33,029
(2,070)
2005
Apr-07
40 years
(8,400)
3,500
9,294
1,816
3,500
11,110
14,610
(1,140)
1993
Apr-07
40 years
Sun Plaza
Ft. Walton
Beach, FL
(6,064)
4,480
10,018
2,640
4,480
12,658
17,138
(1,305)
2004
Apr-07
40 years
Ventura Downs
Kissimmee, FL
(6,533)
3,580
7,229
1,032
3,580
8,261
11,841
(964)
2005
Apr-07
40 years
Mall at 163rd
Street
Miami, FL
—
9,450
32,842
4,049
9,450
36,891
46,341
(2,951)
2007
Apr-07
40 years
Freedom Square
Naples, FL
—
4,760
12,922
2,514
4,760
15,436
20,196
(1,374)
1995
Apr-07
40 years
Southgate
New Port
Richey, FL
—
6,730
12,824
3,212
6,730
16,036
22,766
(1,325)
2012
Apr-07
40 years
Pointe Orlando
Orlando, FL
—
6,120
53,014
6,155
6,120
59,169
65,289
(4,155)
2012
Apr-07
40 years
23rd Street
Station
Panama City, FL
3,120
8,154
979
3,120
9,133
12,253
(943)
1995
Apr-07
40 years
Pensacola
Square
Pensacola, FL
—
2,630
9,009
1,410
2,630
10,419
13,049
(1,126)
1995
Apr-07
40 years
Nine Mile
Square
Pensacola, FL
—
1,770
—
1,766
(1)
—
Apr-07
40 years
Shoppes of
Victoria Square
Port St. Lucie,
FL
(6,253)
3,450
5,873
895
3,450
6,768
10,218
(835)
1990
Nov-07
40 years
Sarasota Village
Sarasota, FL
(10,103)
5,190
9,301
6,570
5,190
15,871
21,061
(1,206)
2011
Nov-07
40 years
—
—
(8,385)
(4)
F-28
1,770
(4)
Atlantic Plaza
Satellite Beach,
FL
(8,857)
2,630
9,591
1,988
2,630
11,579
14,209
(856)
2008
Nov-07
40 years
Seminole Plaza
Seminole, FL
(6,988)
3,870
7,796
944
3,870
8,740
12,610
(669)
1995
Apr-07
40 years
Tyrone Gardens
St. Petersburg,
FL
5,690
8,403
2,156
5,690
10,559
16,249
(2,059)
1998
Apr-07
40 years
Augusta West
Plaza
Augusta, GA
(5,301)
1,070
5,942
2,837
1,070
8,779
9,849
(1,334)
2006
Nov-07
40 years
Covered Bridge
Clayton, GA
(552)
330
1,013
281
330
1,294
1,624
(177)
2001
Apr-07
40 years
Habersham
Crossing
Cornelia, GA
—
680
2,550
379
680
2,929
3,609
(482)
1990
Apr-07
40 years
Covington
Gallery
Covington, GA
(6,940)
3,280
7,277
1,471
3,280
8,748
12,028
(1,114)
1991
Apr-07
40 years
Banks Station
Fayetteville, GA
(7,283)
3,490
10,581
2,792
3,490
13,373
16,863
(1,736)
2006
Nov-07
40 years
Merchants
Crossing
Newnan, GA
1,750
3,114
2,444
1,750
5,558
7,308
(1,017)
1974
Apr-07
40 years
Stone Mountain
Festival
Stone Mountain,
GA
(12,771)
5,740
12,691
4,497
5,740
17,188
22,928
(2,072)
2006
Nov-07
40 years
Haymarket Mall
Des Moines, IA
(6,333)
2,320
7,465
2,562
2,320
10,027
12,347
(1,511)
2002
Apr-07
40 years
Annex of
Arlington
Arlington
Heights, IL
(20,481)
5,599
16,278
5,835
5,599
22,113
27,712
(1,871)
2012
Apr-07
40 years
Festival Center
Bradley, IL
(1,084)
390
1,825
402
390
2,227
2,617
(430)
2006
Apr-07
40 years
Elkhart Market
Centre
Goshen, IN
(8,006)
2,000
14,320
3,506
2,000
17,826
19,826
(1,863)
1994
Apr-07
40 years
Valley View
Plaza
Marion, IN
(1,735)
440
2,774
404
440
3,178
3,618
(415)
1997
Apr-07
40 years
Knox Plaza
Vincennes, IN
470
—
267
470
267
737
—
1989
Apr-07
40 years
Florence Square
Florence, KY
(12,668)
7,170
38,407
4,912
7,170
43,319
50,489
(3,816)
2012
Apr-07
40 years
Highland
Commons
Glasgow, KY
(3,605)
1,940
4,916
1,347
1,940
6,263
8,203
(825)
1992
Apr-07
40 years
Towne Square
North
Owensboro, KY
(6,933)
2,230
7,758
1,374
2,230
9,132
11,362
(1,182)
1988
Apr-07
40 years
Lexington Road
Plaza
Versailles, KY
(9,500)
3,950
9,207
2,435
3,950
11,642
15,592
(1,176)
2007
Apr-07
40 years
Denham
Springs Plaza
Denham Springs,
LA
The Pines
Pineville, LA
Liberty Plaza
Randallstown,
MD
Grand Crossing
Brighton, MI
Farmington
Crossroads
Farmington, MI
Silver Lake
Fenton, MI
(4,265)
Silver Pointe
Fenton, MI
(6,016)
Kentwood
Center
Hampton
Village Centre
Kentwood, MI
West Ridge
Westland, MI
Westland
Crossing
Westland, MI
Brookdale
Square
Brooklyn Center,
MN
Osage Beach
Osage Beach,
MO
Rochester Hills,
MI
—
—
—
—
593
2
593
—
593
—
Apr-07
40 years
3,080
6,941
1,218
3,080
8,159
11,239
(1,120)
1991
Nov-07
40 years
2,820
4,952
17,188
2,820
22,140
24,960
(400)
2012
Apr-07
40 years
1,780
6,624
1,030
1,780
7,654
9,434
(863)
2005
Apr-07
40 years
1,620
3,925
1,060
1,620
4,985
6,605
(400)
2012
Jun-11
40 years
1,860
7,374
1,362
1,860
8,736
10,596
(1,032)
1996
Apr-07
40 years
1,980
3,541
1,082
1,980
4,623
6,603
(700)
1996
Apr-07
40 years
1,820
—
—
1,820
—
1,820
(1)
1987
Jun-11
40 years
(28,171)
5,370
43,343
7,396
5,370
50,739
56,109
(4,590)
2004
Apr-07
40 years
(9,693)
1,800
5,568
1,053
1,800
6,621
8,421
(1,191)
1989
Apr-07
40 years
—
4,180
—
62
4,180
62
4,242
(10)
1999
Jun-11
40 years
—
9,110
—
98
9,110
98
9,208
(14)
1994
Jun-11
40 years
—
2,610
—
—
2,610
—
2,610
—
—
Apr-07
40 years
(5,662)
—
(4,433)
—
—
(2)
F-29
—
Clinton
Crossing
Clinton, MS
2,760
7,612
1,723
2,760
9,335
12,095
(706)
2008
Nov-07
40 years
Roxboro Square
Roxboro, NC
—
1,550
4,158
4,847
1,550
9,005
10,555
(826)
2005
Apr-07
40 years
Siler Crossing
Siler City, NC
—
523
2,028
1,043
523
3,071
3,594
(502)
1988
Apr-07
40 years
Anson Station
Wadesboro, NC
910
2,730
1,296
910
4,026
4,936
(778)
1988
Apr-07
40 years
La Vista
La Vista, NE
5,970
—
—
5,970
—
5,970
—
—
Jun-11
40 years
Laurel Square
Brick, NJ
(14,939)
5,400
18,597
2,448
5,400
21,045
26,445
(2,795)
2003
Apr-07
40 years
the Shoppes at
Cinnaminson
Cinnaminson, NJ
(32,950)
6,030
41,722
4,573
6,030
46,295
52,325
(2,782)
2010
Apr-07
40 years
A&P Fresh
Market
Clark, NJ
(6,843)
2,630
7,137
1,214
2,630
8,351
10,981
(479)
2007
Apr-07
40 years
Hamilton PlazaKmart Plaza
Hamilton, NJ
(4,208)
1,580
7,821
1,275
1,580
9,096
10,676
(1,487)
1972
Apr-07
40 years
Middletown
Plaza
Middletown, NJ
(27,228)
5,060
38,546
3,463
5,060
42,009
47,069
(2,646)
2001
Apr-07
40 years
Smith's
Socorro, NM
(2,193)
600
4,621
829
600
5,450
6,050
(488)
1976
Apr-07
40 years
Kietzke Center
Reno, NV
2,542
4,056
1,820
2,542
5,876
8,418
(978)
1974
Apr-07
40 years
Kmart Plaza
Dewitt, NY
(3,759)
1,080
4,477
929
1,080
5,406
6,486
(1,226)
1970
Apr-07
40 years
Unity Plaza
East Fishkill, NY
(8,915)
2,100
12,847
1,214
2,100
14,061
16,161
(772)
2005
Apr-07
40 years
Stewart Plaza
Garden City, NY
—
6,040
19,523
2,703
6,040
22,226
28,266
(2,184)
1990
Apr-07
40 years
North Central
Avenue
Hartsdale, NY
—
180
—
—
180
—
180
—
Apr-07
40 years
A&P
Mamaroneck
Mamaroneck,
NY
—
1,460
886
236
1,460
1,122
2,582
(139)
1976
Jun-11
40 years
Sunshine
Square
Medford, NY
7,350
21,507
3,209
7,350
24,716
32,066
(1,880)
2007
Apr-07
40 years
Monroe
ShopRite Plaza
Monroe, NY
(8,670)
1,840
14,114
1,842
1,840
15,956
17,796
(1,430)
1985
Apr-07
40 years
Rockland Plaza
Nanuet, NY
(46,745)
10,700
57,169
2,811
10,700
59,980
70,680
(3,733)
2006
Apr-07
40 years
Mohawk Acres
Rome, NY
(7,533)
1,720
11,631
2,467
1,720
14,098
15,818
(1,328)
2005
Apr-07
40 years
Akron Land
Akron, OH
600
—
—
600
—
600
—
Apr-07
40 years
Greentree
Shopping
Center
Columbus, OH
(8,000)
1,920
10,509
1,627
1,920
12,136
14,056
(987)
2005
Apr-07
40 years
Karl Plaza
Columbus, OH
(3,510)
1,220
1,831
1,045
1,220
2,876
4,096
(698)
1992
Apr-07
40 years
Brandt Pike
Place
Dayton, OH
616
1,384
325
616
1,709
2,325
(168)
2008
Apr-07
40 years
South Towne
Centre
Dayton, OH
(23,999)
4,990
39,593
3,916
4,990
43,509
48,499
(3,560)
2012
Apr-07
40 years
The Vineyards
Eastlake, OH
(4,997)
1,170
5,848
1,089
1,170
6,937
8,107
(1,327)
1989
Apr-07
40 years
Midway
Crossing
Elyria, OH
2,670
7,155
1,865
2,670
9,020
11,690
(900)
1986
Apr-07
40 years
Midway Market
Square
Elyria, OH
4,280
17,967
3,100
4,280
21,067
25,347
(1,987)
2001
Apr-07
40 years
New Boston
New Boston, OH
—
2,070
—
151
2,070
151
2,221
(17)
2000
Apr-07
40 years
Great Eastern
Shopping Plaza
Northwood, OH
—
6,890
—
37
6,890
37
6,927
(3)
1956
Nov-07
40 years
Surrey Square
Mall
Norwood, OH
3,900
15,469
3,296
3,900
18,765
22,665
(1,418)
2010
Apr-07
40 years
Starlite Plaza
Sylvania, OH
—
1,200
3,375
908
1,200
4,283
5,483
(668)
2000
Jun-11
40 years
Alexis Park
Toledo, OH
—
2,040
—
172
2,040
172
2,212
(28)
1988
Jun-11
40 years
Miracle Mile
Shopping Plaza
Toledo, OH
1,510
12,659
3,110
1,510
15,769
17,279
(1,846)
2008
Nov-07
40 years
Northgate Plaza
Westerville, OH
300
1,074
248
300
1,322
1,622
(148)
2008
Apr-07
40 years
(6,667)
(2,024)
—
—
(17,099)
—
—
—
(7,225)
(8,337)
(7,067)
—
F-30
—
—
Marketplace
Tulsa, OK
Bethel Park
Bethel Park, PA
(6,223)
5,040
11,341
3,306
5,040
14,647
19,687
(1,845)
1992
Apr-07
40 years
(10,066)
3,060
15,741
2,736
3,060
18,477
21,537
(1,967)
2004
Apr-07
Bradford Mall
Bradford, PA
40 years
—
550
—
318
550
318
868
(27)
1993
Jun-11
Pilgrim Gardens
Drexel Hill, PA
40 years
—
2,090
4,061
1,009
2,090
5,070
7,160
(793)
1955
Jun-11
New Garden
Shopping
Center
40 years
Kennett Square,
PA
(3,325)
Ivyridge
Philadelphia, PA
(14,042)
2,240
6,767
2,065
2,240
8,832
11,072
(1,265)
2012
Apr-07
40 years
7,100
19,432
1,720
7,100
21,152
28,252
(1,279)
2006
Apr-07
Roosevelt Mall
Philadelphia, PA
40 years
(50,057)
8,820
80,420
8,985
8,820
89,405
98,225
(7,897)
2011
Apr-07
Hunt River
Commons
North
Kingstown, RI
40 years
Festival Centre
North
Charleston, SC
(9,000)
1,580
13,286
2,688
1,580
15,974
17,554
(1,519)
1989
Apr-07
40 years
Hillcrest
Spartanburg, SC
(7,600)
3,630
8,285
2,850
3,630
11,135
14,765
(2,189)
2004
Apr-07
40 years
(18,500)
4,190
32,249
4,509
4,190
36,758
40,948
(3,193)
2012
Apr-07
Shoppes at
Hickory Hollow
40 years
Antioch, TN
Kimball
Crossing
(7,600)
3,650
9,401
1,711
3,650
11,112
14,762
(1,211)
1986
Apr-07
40 years
Kimball, TN
Farrar Place
Manchester, TN
(12,800)
1,860
15,272
3,723
1,860
18,995
20,855
(2,383)
2007
Jun-11
40 years
(1,783)
470
1,963
967
470
2,930
3,400
(346)
1989
Apr-07
The Commons
40 years
Memphis, TN
(17,300)
9,730
20,745
3,532
9,730
24,277
34,007
(3,049)
1997
Apr-07
40 years
Palm Plaza
Aransas, TX
(2,000)
680
1,767
521
680
2,288
2,968
(526)
2002
Apr-07
40 years
Parmer
Crossing
Austin, TX
(8,067)
3,730
9,076
1,381
3,730
10,457
14,187
(1,290)
2004
Nov-07
40 years
Baytown
Shopping
Center
Baytown, TX
(6,000)
3,410
5,687
1,176
3,410
6,863
10,273
(856)
1987
Apr-07
40 years
Cedar Bellaire
Bellaire, TX
(3,470)
2,760
4,112
587
2,760
4,699
7,459
(570)
1994
Apr-07
40 years
El Camino I
Bellaire, TX
150
457
74
150
531
681
(94)
2008
Apr-07
40 years
El Camino II
Bellaire, TX
(2,600)
1,170
2,686
642
1,170
3,328
4,498
(475)
2008
Apr-07
40 years
Brenham Four
Corners
Brenham, TX
(7,800)
1,310
7,664
2,223
1,310
9,887
11,197
(591)
1997
Apr-07
40 years
Bryan Square
Bryan, TX
(2,024)
820
2,003
355
820
2,358
3,178
(401)
2008
Apr-07
40 years
Carmel Village
Corpus Christi,
TX
(3,277)
1,900
3,892
843
1,900
4,735
6,635
(728)
1993
Apr-07
40 years
Five Points
Corpus Christi,
TX
2,760
16,259
8,864
2,760
25,123
27,883
(1,444)
2012
Apr-07
40 years
Claremont
Village
Dallas, TX
(2,667)
1,700
2,191
900
1,700
3,091
4,791
(576)
1976
Apr-07
40 years
Jeff Davis
Dallas, TX
(3,400)
1,390
2,877
863
1,390
3,740
5,130
(644)
1975
Apr-07
40 years
Stevens Park
Village
Dallas, TX
(2,891)
1,270
2,474
741
1,270
3,215
4,485
(499)
1974
Apr-07
40 years
Webb Royal
Dallas, TX
(5,267)
2,470
4,794
1,839
2,470
6,633
9,103
(1,003)
1992
Apr-07
40 years
Wynnewood
Village
Dallas, TX
(19,614)
14,770
36,964
5,201
14,770
42,165
56,935
(4,161)
2006
Apr-07
40 years
Parktown
Deer Park, TX
(5,783)
2,790
5,812
1,802
2,790
7,614
10,404
(1,251)
1999
Apr-07
40 years
Forest Hills
Ft. Worth, TX
(2,400)
1,220
2,271
522
1,220
2,793
4,013
(549)
1968
Apr-07
40 years
Ridglea Plaza
Ft. Worth, TX
(10,333)
2,770
14,027
2,192
2,770
16,219
18,989
(1,989)
1990
Nov-07
40 years
Village Plaza
Garland, TX
(5,333)
3,230
5,986
906
3,230
6,892
10,122
(889)
2002
Apr-07
40 years
North Hills
Village
Haltom City, TX
(746)
940
1,955
532
940
2,487
3,427
(353)
1998
Apr-07
40 years
Highland
Village
Outparcel
Highland
Village, TX
—
360
—
—
360
—
360
0
Apr-07
40 years
—
—
F-31
—
Highland
Village Town
Center
Highland
Village, TX
(5,867)
3,010
6,138
1,280
3,010
7,418
10,428
(944)
1996
Apr-07
40 years
Bay Forest
Houston, TX
(4,723)
1,500
5,906
688
1,500
6,594
8,094
(753)
2004
Apr-07
40 years
Braes Heights
Houston, TX
(8,096)
1,700
14,064
1,671
1,700
15,735
17,435
(1,122)
2003
Apr-07
40 years
Braes Oaks
Houston, TX
(2,169)
1,310
3,464
355
1,310
3,819
5,129
(471)
1992
Apr-07
40 years
Broadway
Houston, TX
(4,000)
1,720
4,681
865
1,720
5,546
7,266
(859)
2006
Apr-07
40 years
Clear Lake
Camino South
Houston, TX
(8,133)
3,320
10,595
1,633
3,320
12,228
15,548
(1,205)
2004
Apr-07
40 years
Huntington
Village
Houston, TX
1,720
3,748
1,126
1,720
4,874
6,594
(912)
2007
Apr-07
40 years
Maplewood
Mall
Houston, TX
(4,337)
1,790
4,658
1,005
1,790
5,663
7,453
(920)
2004
Apr-07
40 years
Merchants Park
Houston, TX
(20,337)
6,580
28,777
3,622
6,580
32,399
38,979
(2,493)
2009
Apr-07
40 years
Northgate
Houston, TX
(1,542)
740
1,188
329
740
1,517
2,257
(333)
1972
Apr-07
40 years
Northshore East
Houston, TX
(8,467)
2,200
11,635
1,149
2,200
12,784
14,984
(1,058)
2001
Apr-07
40 years
Northshore
West
Houston, TX
(7,952)
3,770
8,533
1,965
3,770
10,498
14,268
(1,224)
1997
Nov-07
40 years
Northtown
Plaza
Houston, TX
(12,333)
4,990
16,138
2,585
4,990
18,723
23,713
(2,001)
1990
Apr-07
40 years
Tanglewilde
Houston, TX
(4,800)
1,620
6,048
1,396
1,620
7,444
9,064
(802)
1998
Apr-07
40 years
Westheimer
Commons
Houston, TX
5,160
11,185
4,746
5,160
15,931
21,091
(1,592)
2012
Apr-07
40 years
Washington
Square
Kaufman, TX
League City
League City, TX
Jefferson Park
Mount Pleasant,
TX
Winwood Town
Center
Market Plaza
—
—
(1,467)
880
1,723
384
880
2,107
2,987
(413)
1978
Apr-07
40 years
1,740
3,406
1,059
1,740
4,465
6,205
(598)
2010
Apr-07
40 years
(3,667)
870
4,425
1,254
870
5,679
6,549
(921)
2001
Apr-07
40 years
Odessa, TX
(13,778)
2,850
24,453
3,963
2,850
28,416
31,266
(2,962)
2002
Apr-07
40 years
Plano, TX
(11,951)
6,380
17,930
2,878
6,380
20,808
27,188
(1,839)
2002
Apr-07
40 years
Klein Square
Spring, TX
(5,301)
1,220
6,433
533
1,220
6,966
8,186
(884)
1999
Apr-07
40 years
Texas City Bay
Texas City, TX
(9,879)
3,780
15,599
2,597
3,780
18,196
21,976
(2,370)
2005
Apr-07
40 years
Windvale
The Woodlands,
TX
(7,073)
3,460
8,261
1,601
3,460
9,862
13,322
(715)
2002
Nov-07
40 years
VA-KY
Regional S.C.
Norton, VA
—
3,260
—
179
3,260
179
3,439
(11)
1996
Apr-07
40 years
Strawbridge
Virginia Beach,
VA
—
1,570
3,637
747
1,570
4,384
5,954
(485)
1997
Jun-11
40 years
Ridgeview
Centre
Wise, VA
(6,433)
2,079
7,702
1,767
2,079
9,469
11,548
(1,305)
2005
Apr-07
40 years
(1,012,083)
484,837
1,622,442
305,056
484,837
1,927,498
2,412,335
(191,027)
—
(1) Year of most recent redevelopment or year built if no redevelopment has occurred.
F-32
Successor
Predecessor
Period from
June 28,
through
December 31,
2011
Year ended
December 31,
2012
Period from
January 1,
through
June 27, 2011
Year ended
December 31,
2010
[a] Reconciliation of total real estate carrying value is as
follows:
Balance at beginning of period
$
Acquisitions and improvements
2,412,260
$
2,400,846
$
2,722,840
$
2,812,364
65,202
16,658
Real estate held for sale
(34,509)
(2,020)
Impairment of real estate
(6,382)
—
—
(121,150)
(20,110)
(105)
—
(313)
Cost of property sold or transferred to joint ventures
Write-off of assets no longer in service
Balance at end of period
Total cost for federal tax purposes at end of each
period
(4,126)
(3,119)
21,219
40,678
—
—
(4,328)
(8,739)
$
2,412,335
$
2,412,260
$
2,739,731
$
2,722,840
$
2,632,471
$
2,743,096
$
—
$
2,610,009
$
72,316
$
—
$
416,941
$
315,282
[b] Reconciliation of accumulated depreciation as
follows:
Balance at beginning of period
Depreciation expense
124,093
73,271
Property sold or transferred to joint ventures
(3,877)
—
Write-off of assets no longer in service
(1,505)
(955)
Balance at end of period
191,027
72,316
44,490
—
(2,993)
458,438
Reclassifications:
Certain amounts in the prior period have been reclassified in order to conform with the current period's presentation.
F-33
107,308
—
(5,649)
416,941
SIGNATURES
Pursuant to the requirements of the Indentures, the Company has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Dated: April 9, 2013
BRIXMOR LLC
By: /s/ Michael Carroll
Michael Carroll
Chief Executive Officer and President
(Principal Executive Officer)
By: /s/ Tiffanie Fisher
Tiffanie Fisher
Chief Financial Officer and Executive
Vice President (Principal Financial Officer)
By: /s/ Steven A. Splain
Steven A. Splain
Chief Accounting Officer and Executive
Vice President (Principal Accounting Officer)
- 34 -
Exhibit 21.1
List of Subsidiaries
Legal Entity Name
550 West Germantown Pike LLC
Berkshire Crossing Retail LLC
BPR Land Partnership L.P.
BRE Retail NP Brenham Four Corners Owner LLC
BRE Retail NP Festival Centre Owner LLC
BRE Retail NP Kimball Crossing Owner LLC
BRE Retail NP Lexington Road Plaza Owner LLC
BRE Retail NP Memphis Commons Owner LLC
BRE Retail NP Owner 1 LLC
BRE Retail NP Shoppes at Hickory Hollow Owner LLC
BRE Retail Residual Boyertown Shopping Center Owner LLC
BRE Retail Residual Circle Center Owner LLC
BRE Retail Residual Greeneville Commons Owner LLC
BRE Retail Residual Lexington Town Square Owner LLC
BRE Retail Residual Mist Lake Plaza Owner LLC
BRE Retail Residual MO Owner LLC
BRE Retail Residual NC Owner L.P.
BRE Retail Residual North Penn Market Place Owner LLC
BRE Retail Residual Owner 1 LLC
BRE Retail Residual Owner 2 LLC
BRE Retail Residual Owner 3 LLC
BRE Retail Residual Owner 4 LLC
BRE Retail Residual Owner 5 LLC
BRE Retail Residual Owner 6 LLC
BRE Retail Residual Park Centre (Stein Mart) Owner LLC
BRE Retail Residual Park Centre Owner LLC
BRE Retail Residual Shoppes at Southside LLC
BRE Retail Residual Shoppes at Valley Forge Owner LLC
BRE Retail Residual TRS LLC
BRE Retail Residual Woodbourne Square Owner LLC
Briar Preston Ridge Partners L.P.
Briar Preston Ridge South, L.P.
Brixmor 23rd Street Station Owner, LLC
Brixmor Arbor Faire Owner, LP
Brixmor Atlantic Plaza, LLC
Brixmor Augusta West Plaza, LLC
Brixmor Banks Station, LLC
Brixmor Berkshire Crossing LLC
Brixmor Bethel Park, LLC
Brixmor Broadway Faire, L.P.
Brixmor Burlington Square LLC
Brixmor Capitol SC LLC
Brixmor Cedar Plaza, LLC
Brixmor Clark, LLC
Brixmor Coconut Creek Owner, LLC
State of Formation
Delaware
Delaware
Texas
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Texas
Texas
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Brixmor County Line LLC
Brixmor Covington Gallery Owner, LLC
Brixmor Creekwood SC, LLC
Brixmor Cross Keys Commons LLC
Brixmor Crystal Lake LLC
Brixmor East Lake Pavilions, LLC
Brixmor Eastlake SC, LLC
Brixmor Eisenhower Square SC, LLC
Brixmor Exchange Property Owner IV, LLC
Brixmor Fairview Corners LLC
Brixmor Festival Center (IL) LLC
Brixmor GA Albany Plaza LLC
Brixmor GA Apollo 1 Sub Holdings, LLC
Brixmor GA Apollo 1 TX Holdings, LLC
Brixmor GA Apollo I Sub LLC
Brixmor GA Apollo I TX LP
Brixmor GA Apollo II Sub LLC
Brixmor GA Apollo II TX LP
Brixmor GA Apollo III PA LP
Brixmor GA Apollo III Sub Holdings, LLC
Brixmor GA Apollo III Sub LLC
Brixmor GA Apollo III TX LP
Brixmor GA Apollo IV Sub LLC
Brixmor GA Arlington Heights LLC
Brixmor GA BJ's Plaza, LLC
Brixmor GA Bristol Plaza, LP
Brixmor GA Chamberlain Plaza LLC
Brixmor GA Chicopee Marketplace LLC
Brixmor GA CMBS T2 NC LP
Brixmor GA Coastal Landing (FL) LLC
Brixmor GA Coastal Way LLC
Brixmor GA Cobblestone Village at Royal Palm Beach, LLC
Brixmor GA Cobblestone Village at St. Augustine, LLC
Brixmor GA Conyers Phase I Owner LLC
Brixmor GA Conyers Phase II Owner LLC
Brixmor GA Cosby Station LLC
Brixmor GA Delta Center (MI) LLC
Brixmor GA Devonshire (NC) LP
Brixmor GA Dover Park Plaza, LLC
Brixmor GA East Ridge Crossing LLC
Brixmor GA Elizabethtown LLC
Brixmor GA Fashion Corner, LLC
Brixmor GA Fashion Square-Orange Park, LLC
Brixmor GA Freshwater/Stateline LLC
Brixmor GA Galleria, LLC
Brixmor GA Grand Central Plaza LLC
Brixmor GA Green Acres (MI) LLC
Brixmor GA Haymarket Square LLC
Brixmor GA Hilltop Plaza, LLC
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Massachusetts
Delaware
Delaware
Delaware
Florida
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Brixmor GA Karam Shopping Center LLC
Brixmor GA Kingston Overlook LLC
Brixmor GA London Marketplace, LLC
Brixmor GA Lunenburg Crossing LLC
Brixmor GA Marketplace Wycliffe, LLC
Brixmor GA Marwood Plaza, LLC
Brixmor GA Matteson LLC
Brixmor GA Merchants Central LP
Brixmor GA Morse Shores, LLC
Brixmor GA Moundsville LLC
Brixmor GA Mount Houston TX LP
Brixmor GA Normandy Square, LLC
Brixmor GA North Haven Crossing LLC
Brixmor GA North Olmsted LLC
Brixmor GA North Ridgeville LLC
Brixmor GA Panama City, LLC
Brixmor GA Paradise Plaza Leasehold LLC
Brixmor GA Paradise Plaza, LP
Brixmor GA Parkway Plaza, LP
Brixmor GA Roundtree Place, LLC
Brixmor GA San Dimas, LP
Brixmor GA Seacoast Shopping Center LLC
Brixmor GA Shops at Prospect LP
Brixmor GA Sothland LLC
Brixmor GA Southland Shopping Center LLC
Brixmor GA Springdale/Mobile Limited Partnership
Brixmor GA Stratford Commons, LP
Brixmor GA Strawbridge LLC
Brixmor GA Streetsboro Crossing LLC
Brixmor GA Tuckernuck Square, LLC
Brixmor GA Turnpike Plaza LLC
Brixmor GA Vail Ranch, LP
Brixmor GA Valley Commons LLC
Brixmor GA Washtenaw Fountain, LLC
Brixmor GA Waterbury LLC
Brixmor GA Waterford Commons LLC
Brixmor GA Westminster LLC
Brixmor GA Wilkes-Barre LP
Brixmor GA Willow Springs Plaza LLC
Brixmor Grand Traverse I LLC
Brixmor Grand Traverse II LLC
Brixmor Greentree SC, LLC
Brixmor Hale Road LLC
Brixmor Hamilton Plaza Owner, LLC
Brixmor Hanover Square SC, LLC
Brixmor Heritage Square LLC
Brixmor Highland Commons LLC
Brixmor Holdings 1 SPE, LLC
Brixmor Holdings 10 SPE, LLC
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Alabama
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Brixmor Holdings 11 SPE, LLC
Brixmor Holdings 12 SPE, LLC
Brixmor Holdings 3 SPE, LLC
Brixmor Holdings 6 SPE, LLC
Brixmor Holdings 8 SPE, LLC
Brixmor HTG SPE 1 LLC
Brixmor HTG SPE 5 LLC
Brixmor Innes Street LLC
Brixmor Ivyridge SC, LLC
Brixmor Laurel Square Owner, LLC
Brixmor Lehigh SC LLC
Brixmor Long Meadow LLC
Brixmor Mableton Walk, LLC
Brixmor Manchester I LLC
Brixmor Manchester II LLC
Brixmor Manchester III LLC
Brixmor Metro 580 SC, L.P.
Brixmor Miami Gardens, LLC
Brixmor Middletown Plaza Owner, LLC
Brixmor Miracle Mile, LLC
Brixmor Monroe Plaza, LLC
Brixmor Montebello Plaza, L.P.
Brixmor Morris Hills LLC
Brixmor Naples SC LLC
Brixmor New Centre LLC
Brixmor New Chastain Corners SC, LLC
Brixmor New Garden SC Owner, LLC
Brixmor Northern Hills LLC
Brixmor Oakwood Commons LLC
Brixmor Old Bridge LLC
Brixmor Operating Partnership 2, LLC
Brixmor Paradise Pavilion, LLC
Brixmor Park Shore SC LLC
Brixmor Property Owner II, LLC
Brixmor Renaissance Center East, LLC
Brixmor Residual Brooksville Square, LLC
Brixmor Residual Dickson City Crossings, LLC
Brixmor Residual Dillsburg SC, LLC
Brixmor Residual Pool 1 SPE, LLC
Brixmor Residual Presidential Plaza, LLC
Brixmor Residual Rising Sun, LLC
Brixmor Residual Scottsboro LLC
Brixmor Residual Shoppes at Fox Run, LLC
Brixmor Residual Shops of Riverdale, LLC
Brixmor Residual Stone Mill Plaza, LLC
Brixmor Ridgeview, LLC
Brixmor Roanoke Plaza LLC
Brixmor Roosevelt Mall Owner, LLC
Brixmor Rose Pavilion, L.P.
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Brixmor Royal Oaks L.P.
Brixmor Seminole Plaza Owner, LLC
Brixmor Silver Pointe, LLC
Brixmor Skyway Plaza, LLC
Brixmor Slater Street LLC
Brixmor Southport Centre LLC
Brixmor SPE 1 LLC
Brixmor SPE 2 LLC
Brixmor SPE 3 LLC
Brixmor SPE 4 LLC
Brixmor SPE 5 LLC
Brixmor SPE 6 LLC
Brixmor Spradlin Farm LLC
Brixmor Spring Mall Limited Partneship
Brixmor St. Francis Plaza LLC
Brixmor STN Holdings SPE, LLC
Brixmor Stockbridge Village, LLC
Brixmor Stone Mountain, LLC
Brixmor Sunshine Square LLC
Brixmor Surrey Square Mall, LLC
Brixmor Sweetwater Village, LLC
Brixmor Tarpon Mall, LLC
Brixmor Tift-Town, LLC
Brixmor Tinton Falls, LLC
Brixmor Tri City Plaza LLC
Brixmor Trinity Commons SPE Limited Partnership
Brixmor UC Greenville LLC
Brixmor Venetian Isle LLC
Brixmor Ventura Downs Owner, LLC
Brixmor Victory Square, LLC
Brixmor Warminster SPE LLC
Brixmor Watson Glen LLC
Brixmor Wendover Place LLC
Brixmor Westgate-Dublin, LLC
Brixmor Wolfcreek I LLC
Brixmor Wolfcreek II LLC
Brixmor Wolfcreek III LLC
Brixmor Wolfcreek IV LLC
Brixmor/IA 18 Mile & Ryan, LLC
Brixmor/IA Bennetts Mills Plaza, LLC
Brixmor/IA Brunswick Town Center, LLC
Brixmor/IA Cayuga Plaza, LLC
Brixmor/IA Central Station, LLC
Brixmor/IA Centre at Navarro, LLC
Brixmor/IA Clearwater Mall, LLC
Brixmor/IA Colonial Marketplace, LLC
Brixmor/IA Columbus Center, LLC
Brixmor/IA Commerce Central, LLC
Brixmor/IA Crossroads Center, LLC
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
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Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
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Delaware
Delaware
Delaware
Brixmor/IA Delco Plaza, LLC
Brixmor/IA Downtown Publix, LLC
Brixmor/IA Georgetown Square, LLC
Brixmor/IA Lake Drive Plaza, LLC
Brixmor/IA Northeast Plaza, LLC
Brixmor/IA Payton Park, LLC
Brixmor/IA Points West SC, LLC
Brixmor/IA Quentin Collection, LLC
Brixmor/IA Regency Park SC, LLC
Brixmor/IA Rutland Plaza, LLC
Brixmor/IA Southfield (MI) SC, LLC
Brixmor/IA Southfield Plaza, LLC
Brixmor/IA Spencer Square, LLC
Brixmor/IA Tinley Park Plaza, LLC
Brixmor-Lakes Crossing, LLC
CA New Plan Acquisition Fund, LLC
CA New Plan Asset Partnership IV, L.P.
CA New Plan Fixed Rate Partnership, L.P.
CA New Plan Sarasota, L.P.
CA New Plan Texas Assets, L.P.
CA New Plan Victoria, L.P.
CA New Plan Villa Monaco, L.P.
California Property Owner I, LLC
Campus Village Shopping Center Joint Venture
Cedar Crest Associates L.P.
Century Plaza Associates, L.P.
Chalfont Plaza Associates, L.P.
Cherry Square MCV Associates, L.P.
Chesterbrook Village Center Associates, L.P.
Collegeville Plaza Associates, L.P.
County Line Plaza Realty Associates, L.P.
Culpeper Shopping Center Joint Venture
CW A & P Mamaroneck LLC
CW Bensalem II LP
CW Bensalem Square LP
CW Dover LLC
CW Groton Square LLC
CW Highridge Plaza LLC
CW Milford LLC
CW North Ridge Plaza LLC
CW Park Hills Plaza LP
CW Parkway Plaza LLC
CW Pilgrim Gardens LP
CW Port Washington LLC
CW Village Square LLC
CWOP 2 Mansell Pad Site LLC
ERP Financing, LLC
ERP Hillcrest, LLC
ERP Mingo Marketplace, LLC
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
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Delaware
Delaware
Delaware
Pennsylvania
Delaware
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Delaware
Delaware
Delaware
Delaware
Delaware
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Delaware
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Delaware
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Delaware
ERP New Britain Property Owner, L.P.
ERP of Midway, LLC
ERT 163rd Street Mall, LLC
ERT Southland LLC
Excel Realty Partners, L.P.
Excel Realty Trust - NC
Excel Realty Trust - ST, LLC
Fox Run Limited Partnership
Gilbertsville Plaza Associates, L.P.
Glenmont Associates Limited Partnership
Grove Court Shopping Center LLC
Heritage Intercontinental Limited Partnership
Heritage-Riverhead Retail Developers LLC
Heritage-Westwood La Vista LLC
HK New Plan Alexis Park, LP
HK New Plan Arvada Plaza, LLC
HK New Plan Covered Sun, LLC
HK New Plan ERP Property Holdings, LLC
HK New Plan Exchange Property Owner I, LLC
HK New Plan Exchange Property Owner II, LP
HK New Plan Hunt River Commons, LLC
HK New Plan Karl Plaza, LP
HK New Plan Merchants Crossing, LLC
HK New Plan Vineyards, LP
Killingly Plaza LLC
KOP Kline Plaza LLC
KOP Perkins Farm Marketplace LLC
KR 69th Street, L.P.
KR Barn, L.P.
KR Best Associates, L.P.
KR Bradford Mall, L.P.
KR Collegetown LLC
KR Holcomb LLC
KR Mableton LLC
KR Morganton LLC
KR Park Plaza LLC
KR Spartanburg LLC
KR Stratford LLC
KRT Property Holdings LLC
Lakewood Plaza 9 Associates, L.P.
Marlton Plaza Associates II, L.P.
Marlton Plaza Associates, L.P.
Mount Carmel Plaza Associates, L.P.
New Holland Plaza Associates, L.P.
New Plan Cinnaminson Urban Renewal, L.L.C.
New Plan ERT HD Florida, LLC
New Plan ERT HD Louisiana, LLC
New Plan ERT HD Ohio, LLC
New Plan Florida Holdings, LLC
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Alabama
Delaware
Pennsylvania
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
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Pennsylvania
Pennsylvania
Pennsylvania
Pennsylvania
Delaware
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Delaware
Delaware
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Delaware
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Delaware
Delaware
New Jersey
Delaware
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Delaware
New Plan Hampton Village, LLC
New Plan Maryland Holdings, LLC
New Plan of Arlington Heights, LLC
New Plan of Cinnaminson LP
New Plan of West Ridge, LLC
New Plan Property Holding Company
New Plan Realty Trust, LLC
NewSem Tyrone Gardens Property Owner, LLC
Newtown Village Plaza Associates L.P.
Northpark Associates, L.P.
NPK Cordova LLC
NPK Southaven LLC
NPK Winchester LLC
NP/I&G Montecito Marketplace Phase I, LLC
NP/I&G Montecito Marketplace Phase II, LLC
Orange Plaza LLC
Plymouth Plaza Associates, L.P.
Pointe Orlando Development Company
Rio Grande Associates, L.P.
Salmon Run Plaza LLC
Springfield Supermarket LLC
Vestal Campus Plaza LLC
Vestal Parkway Plaza LLC
Vestal Shoppes LLC
Vestal Town Square LLC
Village Plaza LLC
Williamson Square Associates Limited Partnership
550 West Germantown Pike Manager LLC
Berkshire Crossing Shopping Center, LLC
Bradley Financing LLC
Bradley Financing Partnership
Bradley Operating LLC
BRE Retail NP Mezz 1 LLC
BRE Retail NP Mezz Holdco LLC
BRE Retail NP TRS LLC
BRE Retail NP Unencumbered GP LLC
BRE Retail Residual Boyertown Shopping Center Holdings LLC
BRE Retail Residual GP Holdings LLC
BRE Retail Residual LP Holdings LLC
BRE Retail Residual Mezz 1 LLC
BRE Retail Residual Mezz 2 LLC
BRE Retail Residual Mezz 3 LLC
BRE Retail Residual Mezz 4 LLC
BRE Retail Residual Mezz Holdco LLC
BRE Retail Residual MO/SC Holdings Trust
BRE Retail Residual NC GP Holdings LLC
BRE Retail Residual NC LP Holdings LLC
BRE Retail Residual North Penn Market Place Holdings LLC
BRE Retail Residual OP 4 GP Holdings LLC
Delaware
Delaware
Delaware
Delaware
Delaware
Maryland
Delaware
Delaware
Delaware
Georgia
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Pennsylvania
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Illinois
Delaware
Delaware
Delaware
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BRE Retail Residual OP 5 GP Holdings LLC
BRE Retail Residual OP 7-A GP Holdings LLC
BRE Retail Residual Shoppes at Valley Forge Holdings LLC
BRE Retail Residual Woodburne Square Holdings LLC
Brixmor Arbor Faire GP, LLC
Brixmor ERT, LLC
Brixmor GA America LLC
Brixmor GA Apollo 1 LLC
Brixmor GA Apollo 2 LLC
Brixmor GA Apollo 3 LLC
Brixmor GA Apollo 4 LLC
Brixmor GA Apollo 5 LLC
Brixmor GA Apollo 6 LLC
Brixmor GA Apollo I TX LLC
Brixmor GA Apollo II TX LLC
Brixmor GA Apollo III PA GP LLC
Brixmor GA Apollo III PA LP LLC
Brixmor GA Apollo III TX LLC
Brixmor GA Apollo Member LLC
Brixmor GA Bristol Plaza GP, LLC
Brixmor GA Bristol Plaza LP, LLC
Brixmor GA Chicopee Marketplace Member LLC
Brixmor GA Conyers LLC
Brixmor GA Devonshire (NC) GP LLC
Brixmor GA Financing 1 LLC
Brixmor GA Grand Central Plaza I LLC
Brixmor GA Grand Central Plaza LP
Brixmor GA Holdings A LLC
Brixmor GA Holdings B LLC
Brixmor GA Holdings C LLC
Brixmor GA Holdings D LLC
Brixmor GA Holdings E LLC
Brixmor GA Member II LLC
Brixmor GA Merchants Central GP LLC
Brixmor GA Mount Houston TX LLC
Brixmor GA Non-Core TN LLC
Brixmor GA Paradise Plaza GP, LLC
Brixmor GA Parkway Plaza GP, LLC
Brixmor GA PUT Portfolio LLC
Brixmor GA San Dimas GP, LLC
Brixmor GA SEA Member LLC
Brixmor GA Shops at Prospect GP LLC
Brixmor GA Shops at Prospect LP LLC
Brixmor GA Springdale Member LLC
Brixmor GA Stratford Commons GP, LLC
Brixmor GA Sub LLC
Brixmor GA Vail Ranch GP, LLC
Brixmor GA Wilkes-Barre Member I LLC
Brixmor GA Wilkes-Barre Member LLC
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
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Delaware
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Brixmor GA Wilkes-Barre Sub LLC
Brixmor Heritage Square MGR LLC
Brixmor HTG SPE MGR 1 LLC
Brixmor III OP, LLC
Brixmor Junior Mezz Holding, LLC
Brixmor MergerSub LLC
Brixmor Montebello Plaza GP, LLC
Brixmor New Garden Mezz 1, LLC
Brixmor New Garden Mezz 2, LLC
Brixmor OP Holdings 2, LLC
Brixmor OP Holdings LLC
Brixmor Operating Partnership 16, LLC
Brixmor Operating Partnership 4, L.P.
Brixmor Operating Partnership 5, L.P.
Brixmor Operating Partnership 7-A, LP
Brixmor Operating Partnership, LLC
Brixmor Residual Dickson City Crossings Member, LLC
Brixmor Residual Dillsburg SC Member, LLC
Brixmor Residual Holding LLC
Brixmor Residual Stone Mill Plaza Member, LLC
Brixmor Royal Oaks GP LLC
Brixmor Senior Mezz Holding, LLC
Brixmor SPE MGR 1 LLC
Brixmor Spring Mall, LLC
Brixmor STN LLC
Brixmor Trinity Commons SPE MGR LLC
Brixmor Williamson Square GP LLC
Brixmor/IA JV Manager, LLC
Brixmor/IA JV Pool A, LLC
Brixmor/IA JV Pool B, LLC
Brixmor/IA JV Pool C, LLC
Brixmor/IA JV, LLC
Brixmor/IA Member, LLC
CA New Plan Asset LLC
CA New Plan Fixed Rate SPE LLC
CA New Plan IV
CA New Plan Sarasota Holdings SPE, LLC
CA New Plan Texas Assets, LLC
CA New Plan V
CA New Plan Venture Direct Investment Fund, LLC
CA New Plan Venture Fund, LLC
CA New Plan Venture Partner
CA New Plan VI
CA New Plan Victoria Holdings SPE, LLC
CA New Plan Villa Monaco Holdings SPE, LLC
California Mezz 1, LLC
California Mezz 2, LLC
California Mezz Holdings, LLC
Campus Village IDOT LLC
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Maryland
Delaware
Delaware
Maryland
Delaware
Delaware
Maryland
Maryland
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Cedar Crest GP, LLC
Chalfont Plaza LLC
Cherry Square MCV L.L.C.
Chesterbrook Village Center LLC
Collegeville Plaza LLC
County Line Plaza Realty LLC
CP General Partner, LLC
CV GP L.P.
CV GP LLC
CW Bensalem II GP LLC
CW Bensalem Square GP LLC
CW Bradford Mall Holding GP LLC
CW Bradford Mall Holding LP
CW Dover Manager LLC
CW Park Hills Plaza GP LLC
CW Parkway Plaza Manager LLC
CW Pilgrim Gardens GP LLC
CW Pilgrim Gardens Holding GP LLC
CW Pilgrim Gardens Holding LP
CW Plymouth Plaza Holding GP LLC
CW Plymouth Plaza Holding LP
CW Plymouth Plaza Holding Parent LLC
CWAR 14 LLC
CWAR 15 LLC
ERP Australian Member, LLC
ERP Nevada, LLC
ERP New Britain GP, LLC
ERP New Britain Holdings, LP
ERP New Britain Mezz GP, LLC
ERPF, LLC
ERT Development Corporation
Fox Run LLC
Gilbertsville Plaza LLC
Glenmont LLC
Heritage County Line Plaza SPE LLC
Heritage County Line Plaza SPE MGR LLC
Heritage Hale Road LLC
Heritage HR Manager LLC
Heritage Intercontinental GP LLC
Heritage Property Investment Limited Partnership
Heritage Realty Management, LLC
Heritage Realty Special L.P., LLC
Heritage Southwest GP LLC
Heritage Southwest Limited Partnership
Heritage SPE LLC
Heritage SPE MGR LLC
Heritage SPE MGR Manager, LLC
HK New Plan Exchange Property Holdings I, LLC
HK New Plan Karl Plaza GP, LLC
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
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Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
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Delaware
HK New Plan Lower Tier OH, LLC
HK New Plan Macon Chapman TRS GP Company
HK New Plan Mid Tier OH, L.P.
HK New Plan STH Mid Tier I, LLC
HK New Plan STH Upper Tier I, LLC
HK New Plan STH Upper Tier II Company
HK New Plan Vineyards GP LLC
Intercontinental Heritage Skillman LLC
Killingly Plaza Manager LLC
KOP Kline Plaza Manager LLC
KOP Vestal Venture LLC
KR 69th Street GP LLC
KR Barn GP LLC
KR Best Associates GP LLC
KR Bradford Mall GP LLC
KR Campus GP LLC
KR Campus II GP LLC
KR Collegetown Manager LLC
KR Culpeper GP LLC
KR Culpeper II GP LLC
KR Fox Run GP LLC
KR Holcomb Manager LLC
KR Mableton Manager LLC
KR Morganton Manager LLC
KR Northpark Associates GP LLC
KR Park Plaza Manager LLC
KR Stratford Manager LLC
Kramont Operating Partnership, L.P.
KRT Property Holdings Manager LLC
Marlton Plaza II LLC
Montgomery CV Realty L.P.
Mount Carmel Plaza LLC
NC Properties #1, LLC
NC Properties #2, LLC
New Holland Plaza LLC
New Plan Australian Member, LLC
New Plan Disbursing LLC
New Plan DRP Trust
New Plan ERP Limited Partner Company
New Plan ERT Tyrone Gardens, LLC
New Plan Institutional Retail Partner II, LLC
New Plan NPK Redevelopment I, LLC
New Plan of Cinnaminson GP, LLC
New Plan of Michigan Member, LLC
New Plan of New Garden, LLC
New Plan Pennsylvania Holdings, LLC
NewSem Tyrone Gardens, LLC
Newtown Village Plaza LLC
NP/I&G Institutional Retail Company II, LLC
Delaware
Delaware
Delaware
Delaware
Delaware
Maryland
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Maryland
Maryland
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
NPK Development I LLC
Orange Plaza Manager LLC
Plymouth Plaza LLC
Rio Grande Plaza LLC
Springfield Supermarket Manager LLC
Vestal Retail Holdings, L.L.C.
Vestal Town Square Manager LLC
Village Plaza Manager LLC
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Exhibit 99.1
CONSOLIDATED FINANCIAL STATEMENTS
Brixmor Residual Holding LLC and Subsidiaries
For the Year Ended December 31, 2012, the Period from
June 28, 2011 through December 31, 2011 and the Period
from January 1, 2011 through June 27, 2011
With Report of Independent Auditors
Brixmor Residual Holding LLC and Subsidiaries
Consolidated Financial Statements
Contents
Report of Independent Auditors .................................................................................................. 1
Consolidated Balance Sheets as of December 31, 2012 and 2011 ................................................ 3
Consolidated Statements of Operations for the year ended December 31, 2012, the period
from June 28, 2011 through December 31, 2011 and the period from January 1, 2011 through
June 27, 2011 .............................................................................................................................. 4
Consolidated Statement of Changes in Members’ Equity for the year ended December 31,
2012 ......................................................................................................................................... 5
Consolidated Statements of Cash Flows for the year ended December 31, 2012, the
period from June 28, 2011 through December 30, 2011 and the period from January
1, 2011 though June 27, 2011 ................................................................................................... 6
Notes to Consolidated Financial Statements ................................................................................ 7
Ernst & Young LLP
5 Times Square
New York, New York 10036
Tel: 212 773 3000
www.ey.com
Report of Independent Auditors
To the Members of Brixmor Residual Holding LLC and Subsidiaries,
We have audited the accompanying consolidated financial statements of Brixmor Residual
Holding LLC and Subsidiaries, which comprise the consolidated balance sheets as of December
31, 2012 and 2011, and the related consolidated statements of operations, changes in members’
equity and cash flows for the year ended December 31, 2012 (Successor) and for the period from
June 28, 2011 through December 31, 2011 (Successor), and the related notes to the consolidated
financial statements.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements
in conformity with U.S. generally accepted accounting principles; this includes the design,
implementation, and maintenance of internal control relevant to the preparation and fair
presentation of financial statements that are free of material misstatement, whether due to fraud
or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We
conducted our audits in accordance with auditing standards generally accepted in the United
States. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, the auditor considers
internal control relevant to the entity’s preparation and fair presentation of the financial
statements in order to design audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.
Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of significant accounting estimates made by
management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion.
1
A member firm of Ernst & Young Global Limited
Ernst & Young LLP
5 Times Square
New York, New York 10036
Tel: 212 773 3000
www.ey.com
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects,
the consolidated financial position of Brixmor Residual Holding LLC and Subsidiaries at
December 31, 2012 and 2011, and the consolidated results of their operations and their cash
flows for the year ended December 31, 2012 (Successor) and for the period from June 28, 2011
through December 31, 2011 (Successor), in conformity with U.S. generally accepted accounting
principles.
January 1, 2011 through June 27, 2011 Financial Statements
The accompanying financial statements for the period from January 1, 2011 through June 27,
2011 (Predecessor) were not audited by us and, accordingly, we do not express an opinion on
them.
April 9, 2013
2
A member firm of Ernst & Young Global Limited
Brixmor Residual Holding LLC and Subsidiaries
Consolidated Balance Sheets
(in thousands)
December 31,
2012
2011
Assets
Real estate:
Land
Buildings and improvements
Accumulated depreciation and amortization
Real estate, net
$ 1,174,796
4,918,700
6,093,496
$ 1,175,036
4,825,430
6,000,466
(176,392)
5,824,074
(478,642)
5,614,854
Investment in/advance to unconsolidated real estate joint venture
Cash and cash equivalents
Restricted cash
Receivables, net
Deferred charges and prepaid expenses, net
Other assets
Total assets
–
39,442
41,248
90,830
59,845
1,552
$ 5,847,771
333
56,885
43,935
77,739
55,648
1,323
$ 6,059,937
Liabilities
Debt obligations, net
Financing liabilities, net
Accounts payable, accrued expenses and other liabilities
Total liabilities
$ 4,152,446
147,293
347,902
4,647,641
$ 4,196,517
139,648
380,015
4,716,180
–
–
Commitments and contingencies
Equity:
Members’ equity
Accumulated loss
Total equity
Total liabilities and members’ capital
1,343,399
(143,269)
1,200,130
$ 5,847,771
1,412,603
(68,846)
1,343,757
$ 6,059,937
The accompanying notes are an integral part of these consolidated financial statements.
3
Brixmor Residual Holding LLC and Subsidiaries
Consolidated Statements of Operations
(in thousands)
Revenues:
Rental income
Expense reimbursements
Other revenues
Total revenues
Operating expenses:
Operating costs
Real estate taxes
Depreciation and amortization
Provision for doubtful accounts
General and administrative
Total operating expenses
Other income and (expense):
Dividend and interest
Interest expense
Other
Total other expenses, net
(Loss) income before equity in earnings
of unconsolidated subsidiaries
Equity in loss of unconsolidated real
estate joint venture
Impairment of investment in
unconsolidated real estate joint venture
Net (loss) income
December 31,
2012
(Successor)
Period from
June 28, 2011
through
December 31,
2011
(Successor)
Period from
January 1,
2011 through
June 27, 2011
(unaudited)
(Predecessor)
$ 536,836
146,370
3,124
686,330
$ 271,108
72,767
1,563
345,438
$ 126,525
35,317
688
162,530
101,188
102,501
304,032
7,404
1,977
517,102
51,077
50,914
176,268
5,315
3,085
286,659
27,145
24,235
53,190
4,132
4,158
112,860
333
(243,696)
46
(243,317)
142
(127,634)
(124)
(127,616)
445
(47,474)
–
(47,029)
(74,089)
(68,837)
2,641
(20)
(9)
–
(314)
$ (74,423)
–
$ (68,846)
–
2,641
$
The accompanying notes are an integral part of these consolidated financial statements.
4
Brixmor Residual Holding LLC and Subsidiaries
Consolidated Statements of Changes in Members’ Equity
(in thousands)
Successor
For the Year Ended December 31, 2012
Members’
Accumulated
Equity
Loss
Total Equity
Beginning balance, January 1, 2012
Distributions to members
Net loss
Ending balance, December 31, 2012
$ 1,412,603
(69,204)
–
$ 1,343,399
$
(68,846)
–
(74,423)
$ (143,269)
$ 1,343,757
(69,204)
(74,423)
$ 1,200,130
Successor
For the Period from June 28, 2011 through
December 31, 2011
Members’
Accumulated
Equity
Loss
Total Equity
Beginning balance, June 27, 2011
Step-down in basis of assets purchased
Value of 11 properties conveyed to Brixmor LLC
in connection with the Transaction
Value of 156 properties conveyed to the
Company in connection with the Transaction
Beginning balance, June 28, 2011
Distributions to members
Net loss
Ending balance, December 31, 2011
$ 1,224,080
(205,723)
$ (120,371)
120,371
(49,880)
1,199,713
2,168,190
(755,587)
–
$ 1,412,603
$ 1,103,709
(85,352)
–
$
–
–
–
(68,846)
(68,846)
(49,880)
1,199,713
2,168,190
(755,587)
(68,846)
$ 1,343,757
Predecessor
(unaudited)
For the Period from January 1, 2011
through June 27, 2011
Members’
Accumulated
Equity
Loss
Total Equity
Beginning balance, January 1, 2011
Distributions to members
Net income
Ending balance, June 27, 2011
$ 1,323,293
(99,213)
–
$ 1,224,080
$ (123,012)
–
2,641
$ (120,371)
$ 1,200,281
(99,213)
2,641
$ 1,103,709
The accompanying notes are an integral part of these consolidated financial statements.
5
Brixmor Residual Holding LLC and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
Year Ended
December 31,
2012
(Successor)
Operating activities:
Net (loss) income
Adjustments to reconcile net (loss) income to net cash provided by (used in)
operating activities:
Depreciation and amortization
Amortization of deferred financing costs
Amortization of net debt premium/discount
Amortization of above and below market leases
Impairment of investment in unconsolidated real estate joint venture
Equity in loss of unconsolidated real estate joint venture
Movement in restricted cash relating to operating activities
Change in receivables, net
Change in deferred charges and prepaid expenses, net
Change in other assets
Change in accounts payable, accrued expenses and other liabilities
Net cash provided by operating activities
$
Investing activities:
Building improvements
Real estate acquisitions
Proceeds from sale of real estate
Movement in restricted cash relating to investing activities
Net cash used in investing activities
Financing activities:
Repayment debt obligations
Proceeds from borrowing
Financing fees
Purchase of financial instruments
Movement in restricted cash related to financing activities
Distributions to members
Contributions to unconsolidated venture
Cash assumed from conveyance of properties
Net cash (used in) provided by financing activities
Change in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Supplemental disclosure of cash flow, including non-cash information
Cash paid for interest, net of amount capitalized
Capitalized interest
State and local taxes paid
Non-cash distribution to members
Value of 11 properties conveyed to Brixmor LLC (Note 2)
Value of 156 properties conveyed to the Company (Note 2)
(74,423)
Period from
June 28,
through
December 31,
2011
(Successor)
$
$
$
2,641
304,032
8,571
(21,738)
(30,374)
314
20
(10,931)
(13,091)
(15,711)
(229)
15,427
161,867
176,268
4,291
(10,326)
(16,932)
–
5
(5,692)
(9,134)
(4,855)
1,228
(19,309)
46,698
53,190
866
–
(8,726)
–
–
(14,826)
8,635
(550)
2,303
(22,656)
20,877
(98,811)
(2,775)
371
13,619
(87,596)
(28,117)
–
–
(10,427)
(38,544)
(10,743)
–
–
(2,606)
(13,349)
(26,414)
(706,939)
1,462,000
(39,781)
(62)
61,180
(755,587)
(20)
14,682
35,473
43,627
(4,713)
–
(9,519)
–
–
(99,213)
–
–
(113,445)
(105,917)
–
–
–
(65,300)
–
–
(91,714)
(17,443)
$
(68,846)
Period from
January 1,
through June 27,
2011
(unaudited)
(Predecessor)
56,885
39,442
256,390
902
484
3,904
–
–
$
$
13,258
56,885
129,137
131
301
$
$
(49,880)
1,199,172
119,175
13,258
44,849
60
964
–
–
The accompanying notes are an integral part of these consolidated financial statements.
6
Brixmor Residual Holding LLC and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, unless stated otherwise)
1. Summary of Significant Accounting Policies
Description of Business
Brixmor Residual Holding LLC and its wholly-owned consolidated subsidiaries (the
“Company”) was formed for the purpose of owning, operating, managing and redeveloping
community and neighborhood shopping centers throughout the United States.
On February 28, 2011, Brixmor Property Group Inc. (“BPG”), an affiliate of Blackstone Real
Estate Partners VI, L.P. (“BREP VI”) agreed to purchase certain United States assets and
management platform, including the indirect ownership interests in the Company, of Centro
Properties Group (“CNP”) and its managed funds (the “Acquisition” and, together with the
related financings, asset acquisitions and other transactions, the “Transactions”). On June 28,
2011, the Acquisition was consummated, resulting in BPG acquiring 585 properties for
approximately $9.0 billion, net of cash acquired for $0.1 billion. The consideration for the
Transactions included approximately $1.2 billion in cash and $7.8 billion of assumed
indebtedness (the “Consideration”).
The Consideration was funded through BREP VI making an initial capital contribution of
approximately $2.3 billion, and following the closing of the Transactions $0.9 billion of cash
was used to repay a portion of the outstanding indebtedness assumed. In addition, approximately
$1.5 billion of debt financing was obtained, which is secured by 115 community and
neighborhood shopping centers, and BPG repaid and/or refinanced approximately $2.4 billion of
assumed indebtedness with the proceeds from this debt financing. Refer to Note 2 for further
information. As a result of the Transactions, the Company is now indirectly wholly owned by
BPG.
As used herein, the term “Predecessor” refers to the Company prior to the Transactions, and the
term “Successor” refers to the Company subsequent to the Transactions.
The Company does not distinguish its principal business or group its operations on a
geographical basis for purposes of measuring performance. Accordingly, the Company believes
it has a single reportable segment for disclosure purposes in accordance with U.S. generally
accepted accounting principles (“GAAP”).
Brixmor LLC owns 49% of the non-managing interest in the Company, and Super LLC owns
51% of the managing member interest in the Entity.
7
Brixmor Residual Holding LLC and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(in thousands, unless stated otherwise)
1. Summary of Significant Accounting Policies (continued)
At December 31, 2012, the Company owned or held interests in 306 properties (the “Total
Portfolio”), including 305 wholly owned properties (the “Consolidated Portfolio”), and one
property held through an unconsolidated real estate joint venture, as summarized in the table
below.
Portfolio
Consolidated Portfolio
Community and neighborhood shopping centers
Related retail assets
Land parcels
Unconsolidated Portfolio
Community and neighborhood shopping centers
Properties
300
4
1
305
1
The Company seeks to reduce risk through diversification achieved by the geographic
distribution of its properties, the breadth of its tenant base and a balanced mix of community and
neighborhood shopping centers. Properties in the Company’s portfolio are strategically located
across 34 states and throughout more than 120 metropolitan markets as defined by the United
States Office of Management and Budget, with 60.5% of the Company’s consolidated annualized
base rental revenue (“ABR”) derived from shopping centers located in the top 40 United States
metro markets by population. By owning a combination of community shopping centers and
neighborhood shopping centers, the Company conveniently provides both a necessity and valueoriented merchandise mix, which includes a range of groceries, services and general
merchandise. As a result, the Company’s ten largest tenants account for 18.7% of the Company’s
consolidated ABR and the Company’s two largest tenants, The TJX Companies, Inc. and The
Kroger Co., only account for 4.0% and 3.0%, respectively, of consolidated ABR. In addition, the
Company’s largest shopping center, including the unconsolidated real estate joint venture
property, represents only 2.3% of ABR.
Basis of Presentation
The financial information included herein reflects the consolidated financial position, results of
operations and cash flows of the Company as of December 31, 2012 and for the periods June 28,
2011 through December 31, 2011 and January 1, 2011 through June 27, 2011.
8
Brixmor Residual Holding LLC and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(in thousands, unless stated otherwise)
1. Summary of Significant Accounting Policies (continued)
Certain prior year balances have been reclassified to conform to current year presentation.
Change in Fiscal Year End
On June 28, 2011, the Company changed its fiscal year end from June 30 to December 31. All
references to “fiscal years,” unless otherwise noted, refer to the twelve month fiscal year, which
prior to July 1, 2011 ended on June 30.
Principles of Consolidation and Use of Estimates
The accompanying Consolidated Financial Statements include the accounts of the Company, its
wholly owned subsidiaries and all other entities in which it has a controlling financial interest.
All intercompany transactions have been eliminated.
When the Company obtains an economic interest in an entity, management evaluates the entity
to determine: (i) whether the entity is a variable interest entity (“VIE”), (ii) whether the
Company is the primary beneficiary of the entity if it is a VIE, and (iii) in the event the entity is
not a VIE, whether the Company otherwise has a controlling financial interest.
The Company consolidates: (i) entities that are VIEs for which the Company is deemed to be the
primary beneficiary and (ii) entities that are not VIEs which the Company controls. If the
Company has an interest in a VIE but it is not determined to be the primary beneficiary, the
Company accounts for its interest under the equity method of accounting. Similarly, for those
entities which are not VIEs and the Company has the ability to exercise significant influence, the
Company accounts for its interests under the equity method of accounting. The Company
continually reconsiders its determination of whether an entity is a VIE and whether the Company
qualifies as its primary beneficiary.
GAAP requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported
amounts of revenues and expenses during a reporting period. The most significant assumptions
and estimates relate to impairments of real estate, recovery of receivables and depreciable lives.
These estimates are based on historical experience and other assumptions which management
believes are reasonable under the circumstances. Management evaluates its estimates on an
ongoing basis and makes revisions to these estimates and related disclosures as experience
develops or new information becomes known. Actual results could differ from these estimates.
9
Brixmor Residual Holding LLC and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(in thousands, unless stated otherwise)
1. Summary of Significant Accounting Policies (continued)
Cash and Cash Equivalents
For purposes of presentation on both the accompanying Consolidated Balance Sheets and the
Consolidated Statements of Cash Flows, the Company considers instruments with an original
maturity of three months or less to be cash and cash equivalents.
Cash and cash equivalent balances may, at a limited number of banks and financial institutions,
exceed insurable amounts. The Company believes it mitigates this risk by investing in or through
major financial institutions and primarily in funds that are insured by the United States federal
government.
Restricted Cash
Restricted cash represents cash deposited in escrow accounts, which generally can only be used
for the payment of real estate taxes, debt service, insurance, and future capital expenditures as
required by certain loan and lease agreements as well as legally restricted tenant security
deposits. All restricted cash is invested in money market accounts.
Real Estate
Real estate assets are recorded in the Consolidated Balance Sheets at historical cost, less
accumulated depreciation and amortization. Upon acquisition of real estate operating properties,
management estimates the fair value of acquired tangible assets (consisting of land, buildings,
and tenant improvements), identifiable intangible assets and liabilities (consisting of above and
below-market leases, in-place leases and tenant relationships), and assumed debt based on an
evaluation of available information. Using these estimates, the estimated fair value is allocated to
the acquired assets and assumed liabilities.
The fair values of tangible assets are determined as if the acquired property was vacant. Fair
value is determined using an exit price approach, which contemplates the price that would be
received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. If, up to one year from the acquisition date, information
regarding the fair value of the assets acquired and liabilities assumed is received and estimates
are refined, appropriate adjustments are made to the purchase price allocation on a retrospective
basis. The Company expenses transaction costs associated with business combinations in the
period incurred.
10
Brixmor Residual Holding LLC and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(in thousands, unless stated otherwise)
1. Summary of Significant Accounting Policies (continued)
In allocating the fair value to identifiable intangible assets and liabilities of an acquired operating
property, the value of above-market and below-market leases is estimated based on the present
value (using an interest rate reflecting the risks associated with leases acquired) of the difference
between: (i) the contractual amounts to be paid pursuant to the leases negotiated and in-place at
the time of acquisition and (ii) management’s estimate of fair market lease rates for the property
or an equivalent property, measured over a period equal to the remaining non-cancelable term of
the lease. The capitalized above-market or below-market intangible is amortized as a reduction
of, or increase to, rental income over the remaining non-cancelable term of each lease, which
includes renewal periods with fixed rental terms that are considered to be below-market.
In determining the value of in-place leases and tenant relationships, management evaluates the
specific characteristics of each lease and the Company’s overall relationship with each tenant.
Factors considered include, but are not limited to: the nature of the existing relationship with a
tenant, the credit risk associated with a tenant, expectations surrounding lease renewals,
estimated carrying costs of a property during a hypothetical expected lease-up period, current
market conditions and costs to execute similar leases. Management also considers information
obtained about a property in connection with its pre-acquisition due diligence. Estimated
carrying costs include: real estate taxes, insurance, other property operating costs and estimates
of lost rentals at market rates during the hypothetical lease-up periods. Costs to execute similar
leases include: commissions and legal costs to the extent that such costs are not already incurred
with a new lease that has been negotiated in connection with the purchase of a property. The
value assigned to in-place leases is amortized to expense over the remaining term of each lease.
The value assigned to tenant relationships is amortized over the initial terms of the leases.
Certain real estate assets are depreciated using the straight-line method over the estimated useful
lives of the assets. The estimated useful lives are as follows:
Building and building and land improvements
Furniture, fixtures, and equipment
Tenant improvements
20 - 40 years
5 - 10 years
The shorter of the term of the related lease or
useful life
Costs to fund major replacements and betterments, which extend the life of the asset, are
capitalized and depreciated over their respective useful lives, while costs for ordinary repairs and
maintenance activities are expensed as incurred.
11
Brixmor Residual Holding LLC and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(in thousands, unless stated otherwise)
1. Summary of Significant Accounting Policies (continued)
When a real estate asset is identified by management as held-for-sale, the Company discontinues
depreciating the asset and estimates its sales price, net of estimated selling costs. If, in
management’s opinion, the estimated net sales price of an asset is less than its net carrying value,
an adjustment is recorded to reflect the estimated fair value. Additionally, the real estate asset
and related operations are classified as discontinued operations and separately presented within
the accompanying Consolidated Statements of Operations and as part of Other assets on the
accompanying Consolidated Balance Sheets. Properties classified as real estate held-for-sale
generally represent properties that are under contract for sale and are expected to close within 12
months.
On a periodic basis, management assesses whether there are indicators that the value of the
Company’s real estate assets (including any related intangible assets or liabilities) may be
impaired.
If an indicator is identified, a real estate asset is considered impaired only if management’s
estimate of current and projected operating cash flows (undiscounted and unleveraged), taking
into account the anticipated and probability weighted holding period, are less than a real estate
asset's carrying value. Various factors are considered in the estimation process, including
expected future operating income, trends and prospects and the effects of demand, competition,
and other economic factors. If management determines that the carrying value of a real estate
asset is impaired, a loss will be recorded for the excess of its carrying amount over its fair value.
In situations in which a lease or leases associated with a significant tenant have been, or are
expected to be, terminated early, the Company evaluates the remaining useful lives of
depreciable or amortizable assets in the asset group related to the lease that will be terminated
(i.e., tenant improvements, above and below market lease intangibles, in-place lease value and
leasing commissions). Based upon consideration of the facts and circumstances surrounding the
termination, the Company may write-off or accelerate the depreciation and amortization
associated with the asset group. Such write-offs are included within Depreciation and
amortization in the accompanying Consolidated Statements of Operations.
12
Brixmor Residual Holding LLC and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(in thousands, unless stated otherwise)
1. Summary of Significant Accounting Policies (continued)
Real Estate Under Redevelopment
Real estate assets that are under redevelopment are carried at cost and are not depreciated.
Amounts essential to the development of the property, such as development costs, construction
costs, interest costs, real estate taxes, salaries and related costs of personnel directly involved and
other costs incurred during the period of redevelopment are capitalized. The Company ceases
cost capitalization when the property is available for occupancy or upon substantial completion
of building and tenant improvements, but no later than one year from the completion of major
construction activity.
Investments in and Advances to Unconsolidated Real Estate Joint Ventures
The Company accounts for its investments in unconsolidated real estate joint ventures using the
equity method of accounting as the Company exercises significant influence over, but does not
control these entities. These investments are initially recorded at cost and are subsequently
adjusted for cash contributions and distributions. Earnings for each investment are recognized in
accordance with the terms of the applicable agreement and where applicable, are based upon an
allocation of the investee's net assets at book value as if it was hypothetically liquidated at the
end of each reporting period. Intercompany fees and gains on transactions with an investee are
eliminated to the extent of the Company’s ownership interest.
To recognize the character of distributions from an investee, the Company reviews the nature of
cash distributions received for purposes of determining whether such distributions should be
classified as either a return on investment, which would be included in operating activities, or a
return of investment, which would be included in Investing activities on the accompanying
Consolidated Statements of Cash Flows.
On a periodic basis, management assesses whether there are indicators, including the operating
performance of the underlying real estate and general market conditions, that the value of the
Company’s investments in unconsolidated real estate joint ventures may be impaired. An
investment’s value is impaired only if management’s estimate of the fair value of the Company’s
investment is less than its carrying value and such difference is deemed to be other-thantemporary. To the extent impairment has occurred, the loss is measured as the excess of the
carrying amount of the investment over its estimated fair value.
13
Brixmor Residual Holding LLC and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(in thousands, unless stated otherwise)
1. Summary of Significant Accounting Policies (continued)
Management’s estimates of fair value are based upon a discounted cash flow model for each
specific investment that includes all estimated cash inflows and outflows over a specified
holding period and, where applicable, any estimated debt premiums. Capitalization rates,
discount rates and credit spreads used in these models are based upon rates that the Company
believes to be within a reasonable range of current market rates.
During the year ending December 31, 2012, the Company recognized provision for impairment
associated with its joint venture of approximately $314 due to the operating performance of the
joint venture and general market conditions. No provisions for impairment were recognized for
the period from June 28, 2011 through December 31, 2011 or the period from January 1, 2011
through June 27, 2011.
The Company's estimated fair values relating to the above impairment assessment were based
upon internal analyses. The Company believes the inputs utilized were reasonable in the context
of applicable market conditions; however, due to the significance of the unobservable inputs to
the overall fair value measures, the Company determined that such fair value measurements were
classified within Level 3 of the fair value hierarchy.
Deferred Leasing and Financing Costs
Costs incurred in obtaining tenant leases (including internal leasing costs) and long-term
financing are amortized using the straight-line method over the term of the related lease or debt
agreement, which approximates the effective interest method. Costs incurred related to obtaining
tenant leases which are capitalized include salaries, lease incentives and the related costs of
personnel directly involved in successful leasing efforts. Costs incurred in obtaining long-term
financing which are capitalized include bank fees, legal and title costs and transfer taxes. The
amortization of deferred leasing and financing costs is included in Depreciation and amortization
and Interest expense, respectively, in the accompanying Consolidated Statements of Operations.
Derivative Financial Instruments
Derivatives, including certain derivatives embedded in other contracts, are measured at fair value
and are recognized in the Consolidated Balance Sheets as assets or liabilities, depending on the
Company’s rights or obligations under the applicable derivative contract. The accounting for
14
Brixmor Residual Holding LLC and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(in thousands, unless stated otherwise)
1. Summary of Significant Accounting Policies (continued)
changes in the fair value of a derivative varies based on the intended use of the derivative,
whether the Company has elected to designate a derivative in a hedging relationship and apply
hedge accounting and whether the hedging relationship has satisfied the necessary criteria.
The Company has not elected to utilize hedge accounting for its outstanding derivatives, which
consist of interest rate caps and interest rate swaps. As a result, gains and losses related to these
instruments are included in Interest expense on the Company’s Consolidated Statements of
Operations.
Revenue Recognition and Receivables
Rental revenue is recognized on a straight-line basis over the terms of the related leases. The
cumulative difference between rental revenue recognized in the accompanying Consolidated
Statements of Operations and contractual payment terms is recorded as deferred rent and
presented on the accompanying Consolidated Balance Sheets within Receivables, net.
The Company commences recognizing revenue based on an evaluation of a number of factors. In
most cases, revenue recognition under a lease begins when the lessee takes possession of or
controls the physical use of the leased asset. Generally, this occurs on the lease commencement
date.
The determination of who is the owner, for accounting purposes, of tenant improvements (where
provided) determines the nature of the leased asset and when revenue recognition under a lease
begins. If the Company is the owner, for accounting purposes, of the tenant improvements, then
the leased asset is the finished space and revenue recognition begins when the lessee takes
possession of the finished space, typically when the improvements are substantially complete. If
the Company concludes it is not the owner, for accounting purposes, of the tenant improvements
(the lessee is the owner), then the leased asset is the unimproved space and any tenant
improvement allowances funded under a lease are accounted for as lease incentives which are
amortized as a reduction of revenue recognized over the term of the lease. In these
circumstances, the Company commences revenue recognition when the lessee takes possession
of the unimproved space for the lessee to construct their own improvements. In making this
assessment, the Company considers a number of factors, each of which individually is not
determinative.
15
Brixmor Residual Holding LLC and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(in thousands, unless stated otherwise)
1. Summary of Significant Accounting Policies (continued)
Certain leases also provide for percentage rents based upon the level of sales achieved by a
lessee. These percentage rents are recognized upon the achievement of certain pre-determined
sales levels. Leases also typically provide for reimbursement of common area maintenance,
property taxes and other operating expenses by the lessee which are recognized in the period the
applicable expenditures are incurred.
Gains from the sale of depreciated operating properties are generally recognized under the full
accrual method, provided that various criteria relating to the terms of the sale and subsequent
involvement by the Company with the applicable property are met.
The Company periodically evaluates the collectability of its receivables related to base rents,
straight-line rent, expense reimbursements and those attributable to other revenue generating
activities. The Company analyzes its receivables and historical bad debt levels, tenant creditworthiness and current economic trends when evaluating the adequacy of its allowance for
doubtful accounts. In addition, tenants in bankruptcy are analyzed and estimates are made in
connection with the expected recovery of pre-petition and post-petition claims.
Income Taxes
The Company is organized as a limited liability company and is generally not subject to federal
income tax. Accordingly, no provision for federal income taxes has been reflected in the
accompanying consolidated financial statements. The Entity, however, may be subject to certain
state and local income taxes or franchise taxes. State and local income taxes or franchise taxes of
approximately $0.5 million for the year ended December 31, 2012, $1.4 million for the period
from June 28, 2011 through December 31, 2011, and $0 (unaudited) for the period from January
1, 2011 through June 27, 2011 are reflected in General and administrative expenses on the face
of the accompanying Consolidated Statements of Operations.
The Members have analyzed the Entity’s tax position taken on income tax returns for the open
2009 through 2012 tax years and have concluded that no provision for income taxes related to
uncertain tax positions is required in the Entity’s consolidated financial statements as of
December 31, 2012 and 2011.
16
Brixmor Residual Holding LLC and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(in thousands, unless stated otherwise)
1. Summary of Significant Accounting Policies (continued)
New Accounting Pronouncements
In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting
Standards Update (“ASU”) 2013-2, “Comprehensive Income (Topic 220): Reporting Amounts
Reclassified Out of Accumulated Other Comprehensive Income.” ASU 2013-2 requires entities to
disclose certain information relating to amounts reclassified out of accumulated other
comprehensive income. This pronouncement is effective prospectively for reporting periods
beginning after December 15, 2012 and is not expected to have a material impact on the
Company's financial statement presentation.
Effective January 1, 2012, the Company adopted the FASB ASU 2011-04, “Fair Value
Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure
Requirements in U.S. GAAP and IFRSs”. This update defines fair value, clarifies a framework to
measure fair value, and requires specific disclosures of fair value measurements. The adoption of
this guidance did not have a material impact on the Company’s financial statement presentation.
It has been determined that any other recently issued accounting standards or pronouncements
not disclosed above have been excluded as they either are not relevant to the Company, or they
are not expected to have a material effect on the consolidated financial statements of the
Company.
2. BREP VI Transactions
In connection with the closing of the Transactions, on June 28, 2011, (i) the ownership interests
in 156 properties (including interests in one property held through an unconsolidated real estate
joint venture) which were not previously owned by the Company were conveyed to the Company
by certain of its affiliated entities pursuant to interest assignments, contribution agreements or
deeds, and (ii) the ownership interests in 11 properties that were previously wholly owned by the
Company were conveyed to one of the Company’s members, Brixmor LLC (“Brixmor”) or its
subsidiaries pursuant to interest assignments, contribution agreements or deeds. Accordingly, as
of December 31, 2011, the Company’s consolidated portfolio was comprised of interests in 305
properties including 300 community and neighborhood shopping centers, four related retail
assets and one land parcel.
17
Brixmor Residual Holding LLC and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(in thousands, unless stated otherwise)
2. BREP VI Transactions (continued)
On June 28, 2011, in connection with the closing of the Transactions, certain subsidiaries of the
Company (“Residual Borrowers”) obtained a $1.4 billion mortgage loan (“Mortgage Loan”). The
Mortgage Loan is secured by 107 community and neighborhood shopping centers (the
“Mortgaged Properties”). Additionally, BPG provides a guaranty to the lender for certain
customary recourse carveout libailities.
In connection with the closing of the Transactions and the Mortgage Loan financing, the
Company distributed approximately $699.0 million in cash to its Members. In addition,
approximately $575.5 million that remained outstanding under the Company’s existing credit
facilities was repaid, and approximately $124.9 million that remain outstanding under certain
mortgages that were assumed by the Company from the conveyance of 156 properties to the
Company were repaid or defeased.
Accounting Treatment
The Transactions described in Note 1 were accounted for as a business combination. As a result,
the associated consideration has been allocated to the assets acquired and the liabilities assumed
based on management’s estimate of their fair values using information available on the
18
Brixmor Residual Holding LLC and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(in thousands, unless stated otherwise)
2. BREP VI Transactions (continued)
acquisition date. The purchase price was pushed down to the Company’s financial statements.
When using the push down basis of accounting, the acquired company’s separate financial
statements reflect the new accounting basis recorded by the acquiring company. Accordingly, all
assets and liabilities were recorded at their fair value as the time of acquisition. The following
represents the acquisition balance sheet as of June 28, 2011:
Assets:
Net real estate
Cash and cash equivalents
Restricted cash
Receivables, net
Deferred charges and prepaid expenses, net
Other assets
Total assets
$ 2,864,099
13,258
21,203
47,181
6,828
725
$ 2,953,294
Liabilities:
Debt obligations, net
Financing liabilities, net
Accounts payable, accrued expenses and other liabilities
Total liabilities
$ 1,581,997
139,736
213,204
1,934,937
Commitments and contingencies
Equity:
Total members’ equity
Total liabilities and members’ equity
–
1,018,357
$ 2,953,294
3. Acquisitions and Dispositions of Real Estate
Acquisitions
During the year ended December 31, 2012, the Company acquired a retail building, which was
previously an unowned building at one of the Company’s existing shopping centers, for
approximately $2.3 million. Also during the year ended December 31, 2012, the Company
acquired the remaining 50% ownership interest in a 41.6 acre land parcel in Riverhead, NY for a
purchase price of $0.5 million.
19
Brixmor Residual Holding LLC and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(in thousands, unless stated otherwise)
3. Acquisitions and Dispositions of Real Estate (continued)
Aside from the Transactions (which resulted in the conveyance to the Company of 156 properties
and the conveyance of 11 properties to Brixmor), during the period from June 28, 2011 through
December 31, 2011 and the period from January 1, 2011 through June 27, 2011, there were no
acquisitions.
4. Real Estate
The Company’s components of Real estate consisted of the following:
December 31,
2012
2011
Land
Buildings and improvements:
Building
Building and tenant improvements
Other rental property (1)
$ 1,174,796
$ 1,175,036
4,246,874
139,352
532,474
6,093,496
4,244,889
42,591
537,950
6,000,466
Accumulated depreciation and amortization
Total
(478,642)
$ 5,614,854
(176,392)
$ 5,824,074
(1) At December 31, 2012 and 2011, Other rental property consisted of intangible assets including:
(i) $488.1 million and $492.8 million, respectively, of in-place lease value, (ii) $44.4 million and
$45.1 million, respectively, of above-market leases and (iii) accumulated amortization of $201.0
million and $83.6 million, respectively. These intangible assets, amortized over the term of each
released lease.
In addition, at December 31, 2012 and 2011, the Company had intangible liabilities relating to
below-market leases of approximately $286.3 million and $288.3 million, respectively, and
accumulated amortization of approximately $57.7 million and $19.8 million, respectively. These
intangible liabilities, which are included in Accounts payable, accrued expenses and other
liabilities in the Company’s Consolidated Balance Sheets and amortized over the term of each
related lease including any renewal periods with fixed rentals that are considered to be below
market.
20
Brixmor Residual Holding LLC and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(in thousands, unless stated otherwise)
4. Real Estate (continued)
Amortization expense associated with the above mentioned intangible assets and liabilities
recognized for year ended December 31, 2012 and the periods June 28, 2011 through
December 31, 2011 and January 1, 2011 through June 27, 2011 was approximately $82.9
million, $65.2 million and $11.5 million (unaudited), respectively. The estimated net
amortization expense associated with the Company’s intangible assets and liabilities for the next
five years are as follows:
Year ending December 31,
Estimated net
amortization expense
2013
2014
2015
2016
2017
$
51,423
32,766
18,969
6,917
1,569
On a continuous basis, management assesses whether there are any indicators, including property
operating performance and general market conditions, that the value of the Company’s assets
(including any related amortizable intangible assets or liabilities) may be impaired. To the extent
impairment has occurred, the carrying value of the asset would be adjusted to an amount to
reflect the estimated fair value of the asset.
The Company did not recognize any provision for impairment for the year ended December 31,
2012 and the periods June 28, 2011 through December 31, 2011 and January 1, 2011 through
June 27, 2011, respectively.
5. Financial Instruments - Derivatives and Hedging
The Company’s use of derivative instruments is limited to the utilization of interest rate
agreements or other instruments to manage interest rate risk exposures and not for speculative
purposes. The principal objective of such arrangements is to manage the risks and/or costs
associated with the Company’s operating and financial structure, as well as to hedge specific
transactions.
21
Brixmor Residual Holding LLC and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(in thousands, unless stated otherwise)
5. Financial Instruments - Derivatives and Hedging (continued)
At December 31, 2012 and 2011, the Company’s derivative instruments consisted of interest rate
caps with an aggregate notional amount of $225.0 million, respectively. At December 31, 2012
and 2011, the fair value of these interest rate caps was immaterial, and, during the year ended
December 31, 2012 and the period June 28, 2011 through December 31, 2011 no payments were
received from the respective counterparties.
6. Debt Obligations
At December 31, 2012 and 2011, the Company had the following indebtedness outstanding:
Mortgage and secured loans (1):
Fixed rate mortgage and
secured loans (2)
Variable rate mortgage and
secured loans (3)
Total mortgage and secured
loans
Net unamortized premium
Total debt obligation
(1)
(2)
(3)
December 31,
2012
2011
Stated
Interest
Rates
Scheduled
Maturity Date
$3,864,122 $3,890,535
4.85%-7.89%
2013-2027
Variable
2013
225,000
225,000
4,089,122 4,115,535
80,982
63,344
$4,152,466 $4,196,517
The Company’s mortgages and secured loans are secured by certain properties and the equity
interests of certain subsidiaries. These properties had a carrying value as of December 31, 2012 of
approximately $5.3 billion.
The weighted average interest rate on the Company’s fixed rate mortgage and secured loans was
5.85% as of December 31, 2012.
The weighted average interest rate on the Company’s variable rate mortgage and secured loans
was 5.40% as of December 31, 2012. The Company incurs interest on its variable rate mortgage
and secured loans at a rate equal to the 30-day LIBOR (subject to a floor of 75 basis points),
which was 0.21% as of December 31, 2012, plus an interest spreads ranging from of 217 basis
points to 846 basis points. The Company’s variable rate mortgage and secured loans are
scheduled to mature in July 2013, but are subject to three one year extension options, subject to
the satisfaction of certain financial conditions.
22
Brixmor Residual Holding LLC and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(in thousands, unless stated otherwise)
6. Debt Obligations (continued)
At December 31, 2012 and 2011, accrued interest was approximately $16.8 million and $16.3
million, respectively. At December 31, 2012, scheduled maturities of the outstanding debt
obligations were as follows:
Year ending December 31,
2013
2014
2015
2016
2017
Thereafter
Total debt maturities
Net unamortized premium
Total debt obligations
$
681,693
209,004
112,149
2,504,035
292,424
289,817
4,089,122
63,344
$ 4,152,466
7. Financing Liabilities
At December 31, 2012 and 2011, the Company had financing liabilities of $147.3 million and
$139.6 million, respectively.
On December 6, 2010 the Company formed a joint venture with Inland American CP
Investment, LLC ("Inland"). The Company contributed 25 community and neighborhood
shopping centers with a fair value of approximately $471.0 million and Inland contributed cash
of $121.5 million, resulting in Inland receiving a 70% ownership interest with a cumulative
preferential share of cash flow generated by the shopping centers at an 11% stated return. The
Company received a 30% ownership interest, subordinated to Inland’s preferred interest. Due to
the venture agreement providing Inland with the right to put its interest to the Company for an
amount of cash equal to the amount it contributed plus accrued interest beginning December 6,
2015, the Company consolidates the joint venture under the financing method which requires the
amount Inland contributed to be reflected as a liability. The venture agreement also provided the
Company with the right to call Inland’s interest, beginning December 6, 2014, for an amount of
cash determined on the same basis as described above.
23
Brixmor Residual Holding LLC and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(in thousands, unless stated otherwise)
7. Financing Liabilities (continued)
In addition to the liability disclosed above, financing liabilities include capital leases, net of
amortized discount at December 31, 2012 and 2011 of $18.0 million and $18.2 million,
respectively.
8. Fair Value Disclosures
All financial instruments of the Company are reflected in the accompanying Consolidated
Balance Sheets at amounts which, in management’s judgment, reasonably approximate their fair
values, except those instruments listed below:
December 31, 2012
Carrying
Value
Fair Value
Mortgages and secured
loans
Financing liabilities
$ 4,089,122
147,293
$ 4,236,415
$ 4,154,503
147,293
$ 4,301,769
December 31, 2011
Carrying
Value
Fair Value
$ 4,196,517
139,648
$ 4,336,165
$ 4,147,565
143,516
$ 4,291,081
The valuation methodology used to estimate the fair value of the Company’s fixed- and variablerate indebtedness and financing liabilities is based on discounted cash flows, with assumptions
that include credit spreads, loan amounts and debt maturities. Such fair value estimates are not
necessarily indicative of the amounts that would be realized upon disposition.
As a basis for considering market participant assumptions in fair value measurements, a fair
value hierarchy is included in U.S. GAAP that distinguishes between market participant
assumptions based on market data obtained from sources independent of the reporting entity
(observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting
entity’s own assumptions about market participant assumptions (unobservable inputs that are
classified within Level 3 of the hierarchy).
24
Brixmor Residual Holding LLC and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(in thousands, unless stated otherwise)
8. Fair Value Disclosures (continued)
In instances where the determination of the fair value measurement is based on inputs from
different levels of the fair value hierarchy, the level in the fair value hierarchy within which the
entire fair value measurement falls is based on the lowest level input that is significant to the fair
value measurement in its entirety. The Company’s assessment of the significance of a particular
input to the fair value measurement in its entirety requires judgment, and considers factors
specific to the asset or liability.
At December 31, 2012 and 2011, the fair value of the Company’s mortgage and secured loans,
financing liabilities, interest rate caps and interest rate swaps, valued based on discounted cash
flow or other similar methodologies were classified within Level 3 of the fair value hierarchy.
9. Revenue Recognition
Future minimum annual base rents at December 31, 2012 to be received over the next five years
pursuant to the terms of non-cancelable operating leases are included in the table below.
Amounts included assume that all leases which expire are not renewed and that tenant renewal
options are not exercised; therefore, neither renewal rents nor rents from replacement tenants are
included. Future minimum annual base rents also do not include payments which may be
received under certain leases on the basis of a percentage of reported tenants’ sales volume,
common area maintenance charges and real estate tax reimbursements.
Year ended December 31,
2013
2014
2015
2016
2017
Thereafter
$ 483,794
426,158
358,799
289,218
221,110
836,901
The Company recognized approximately $3.1 million, $1.6 million and $0.7 million (unaudited)
of rental income based on a percentage of its tenants’ sales for year ended December 31, 2012
and the periods June 28, 2011 through December 31, 2011 and January 1, 2011 through June 27,
2011, respectively.
25
Brixmor Residual Holding LLC and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(in thousands, unless stated otherwise)
9. Revenue Recognition (continued)
At December 31, 2012 and 2011, the estimated allowance associated with Company’s
outstanding rent receivables, included in Receivables, net in the Company’s Consolidated
Balance Sheets was approximately $9.8 million and $13.8 million, respectively. In addition, at
December 31, 2012 and 2011, receivables associated with the effects of recognizing rental
income on a straight-line basis were approximately $19.7 million and $7.2 million, respectively,
net of the estimated allowance of $0.2 million and $0.2 million, respectively.
10. Commitments and Contingencies
Leasing Commitments
The Company periodically enters into leases in connection with ground leases for community
and neighborhood shopping centers which it operates. During the year ended December 31, 2012
and the periods June 28, 2011 through December 31, 2011 and January 1, 2011 through June 27,
2011, the Company recognized rent expense associated with these leases of $2.1 million, $1.0
million and $0.5 million (unaudited), respectively. Minimum annual rental commitments
associated with these leases during the next five years and thereafter are as follows: 2013, $2.0
million, 2014, $1.9 million, 2015, $1.9 million, 2016, $1.9 million, 2017, $1.9 million and
thereafter, $51.6 million.
Environmental Matters
Under various federal, state, and local laws, ordinances and regulations, the Company may be
considered an owner or operator of real property or may have arranged for the disposal or
treatment of hazardous or toxic substances. As a result, the Company may be liable for certain
costs including removal, remediation, government fines and injuries to persons and property. The
Company does not believe that any resulting liability from such matters will have a material
adverse effect on the financial position, results of operations or liquidity of the Company.
Other legal matters
The Company is subject to various other legal proceedings and claims that arise in the ordinary
course of business. Management believes that the final outcome of such matters will not have a
material adverse effect on the financial position, results of operations or liquidity of the
Company.
26
Brixmor Residual Holding LLC and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(in thousands, unless stated otherwise)
11. Related Party Transactions
The Company pays property management fees for services provided by a subsidiary of BPG and,
prior to the Transactions, to a subsidiary of CNP. Additionally, the Company is allocated costs
related to leasing services provided by an affiliate.
Property management fees
Leasing fees/allocated leasing
costs (1)
Period from
January 1,
through June 27,
2011
(Predecessor)
(unaudited)
Year Ended
December 31,
2012
Period from
June 28, through
December 31,
2011
(Successor)
(Successor)
$ 26,101
$ 11,816
$ 6,678
8,548
3,518
6,459
(1) Prior to the Transactions, the Predecessor was charged costs related to leasing services.
Starting June 28, 2011, the Successor was allocated leasing costs from an affiliated entity.
At December 31, 2012 and 2011, the Company did not have any receivables from related parties.
At December 31, 2012 and 2011, payables to related parties were $0.3 million and $1.1 million,
respectively, which are included in Accounts payable, accrued expense and other liabilities in the
accompanying Consolidated Balance Sheets.
12. Subsequent Events
In preparing the Consolidated Financial Statements, the Company has evaluated events and
transactions occurring after December 31, 2012 for recognition or disclosure purposes. Based on
this evaluation, the following subsequent event, from December 31, 2012 through to the date the
financial statements were issued, was identified: (i) one property was distributed from the
Company to Brixmor LLC.
27