What changed in this filing

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Item 1. Financial Statements

2020-08-03 compared with 2020-05-07 · 302 added, 126 removed, 716 unchanged (37% of the section changed)

24 unchanged sentences

10,514 22,171

52,012 60,179

Total assets $ 8,416,285 $ 8,142,496

22 unchanged sentences

(Unaudited, in thousands, except per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2020 2019 2020 2019

Rental income

1 unchanged sentence

Other revenues

186 268 2,085 1,452

Total revenues 247,620 291,005 529,921 582,144

7 unchanged sentences

Impairment of real estate assets

5,962 6,186 10,560 9,298

General and administrative

3 unchanged sentences

Dividends and interest

102 300 226 447

Interest expense

1 unchanged sentence

Gain on sale of real estate assets

Gain (loss) on extinguishment of debt, net

692 13,043 9,597 20,645

Loss on extinguishment of debt, net

( 10,386 ) ( 707 ) ( 10,391 ) ( 677 )

( 961 ) ( 756 ) ( 1,719 ) ( 1,574 )

Total other expense ( 60,405 ) ( 36,595 ) ( 99,493 ) ( 76,300 )

11 unchanged sentences

(Unaudited, in thousands)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2020 2019 2020 2019

Net income $ 9,044 $ 68,960 $ 68,825 $ 131,860

1 unchanged sentence

Change in unrealized loss on interest rate swaps, net (Note 6) ( 835 ) ( 13,984 ) ( 24,713 ) ( 24,041 )

( 23,878 ) ( 10,057 )

Change in unrealized gain on marketable securities 16 49 195 181

21 unchanged sentences

Ending balance, March 31, 2019 297,987 2,980 3,222,844 6,048 ( 439,101 ) 2,792,771

Common stock dividends ($ 0.28 per common share)

— — — — ( 83,827 ) ( 83,827 )

Equity based compensation expense — — 3,353 — — 3,353

Other comprehensive loss — — — ( 13,935 ) — ( 13,935 )

Issuance of common stock and OP Units 34 — — — — —

Repurchases of common stock ( 175 ) ( 2 ) ( 2,975 ) — — ( 2,977 )

Share-based awards retained for taxes — — ( 164 ) — — ( 164 )

Net income — — — — 68,960 68,960

Ending balance, June 30, 2019 297,846 $ 2,978 $ 3,223,058 $ ( 7,887 ) $ ( 453,968 ) $ 2,764,181

Beginning balance, January 1, 2020 297,857 $ 2,979 $ 3,230,625 $ ( 9,543 ) $ ( 480,204 ) $ 2,743,857

8 unchanged sentences

Ending balance, March 31, 2020 296,449 2,964 3,205,072 ( 33,242 ) ( 505,441 ) 2,669,353

Common stock dividends — — — — ( 3 ) ( 3 )

Equity based compensation expense — — 2,162 — — 2,162

Other comprehensive loss — — — ( 819 ) — ( 819 )

Issuance of common stock and OP Units 32 1 — — — 1

Share-based awards retained for taxes — — ( 118 ) — — ( 118 )

Net income — — — — 9,044 9,044

Ending balance, June 30, 2020 296,481 $ 2,965 $ 3,207,116 $ ( 34,061 ) $ ( 496,400 ) $ 2,679,620

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3 unchanged sentences

(Unaudited, in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Operating activities:

12 unchanged sentences

Equity based compensation

(Gain) loss on extinguishment of debt, net

Loss on extinguishment of debt, net

Changes in operating assets and liabilities:

10 unchanged sentences

Acquisitions of real estate assets

( 2,020 ) ( 79,634 )

Proceeds from sales of real estate assets

10 unchanged sentences

646,000 176,000

Proceeds from unsecured notes

498,880 399,216

Repayment of borrowings under unsecured term loans and notes

( 182,479 ) ( 200,000 )

Deferred financing and debt extinguishment costs

41 unchanged sentences

10,514 22,171

52,012 60,179

Total assets $ 8,406,271 $ 8,142,480

16 unchanged sentences

(Unaudited, in thousands, except per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2020 2019 2020 2019

Rental income

1 unchanged sentence

Other revenues

186 268 2,085 1,452

Total revenues 247,620 291,005 529,921 582,144

7 unchanged sentences

Impairment of real estate assets

5,962 6,186 10,560 9,298

General and administrative

3 unchanged sentences

Dividends and interest

102 300 226 447

Interest expense

1 unchanged sentence

Gain on sale of real estate assets

Gain (loss) on extinguishment of debt, net

692 13,043 9,597 20,645

Loss on extinguishment of debt, net

( 10,386 ) ( 707 ) ( 10,391 ) ( 677 )

( 961 ) ( 756 ) ( 1,719 ) ( 1,574 )

Total other expense ( 60,405 ) ( 36,595 ) ( 99,493 ) ( 76,300 )

10 unchanged sentences

(Unaudited, in thousands)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2020 2019 2020 2019

Net income $ 9,044 $ 68,960 $ 68,825 $ 131,860

1 unchanged sentence

Change in unrealized loss on interest rate swaps, net (Note 6) ( 835 ) ( 13,984 ) ( 24,713 ) ( 24,041 )

( 23,878 ) ( 10,057 )

Change in unrealized gain on marketable securities 16 48 195 180

18 unchanged sentences

Ending balance, March 31, 2019 2,786,242 6,058 2,792,300

Distributions to partners ( 83,597 ) — ( 83,597 )

Equity based compensation expense 3,353 — 3,353

Other comprehensive loss — ( 13,936 ) ( 13,936 )

Issuance of OP Units — — —

Repurchases of OP Units ( 2,977 ) — ( 2,977 )

Share-based awards retained for taxes ( 164 ) — ( 164 )

Net income 68,960 — 68,960

Ending balance, June 30, 2019 $ 2,771,817 $ ( 7,878 ) $ 2,763,939

Beginning balance, January 1, 2020 $ 2,753,385 $ ( 9,544 ) $ 2,743,841

7 unchanged sentences

Ending balance, March 31, 2020 2,702,581 ( 33,243 ) 2,669,338

Distributions to partners ( 10,002 ) — ( 10,002 )

Equity based compensation expense 2,162 — 2,162

Other comprehensive loss — ( 819 ) ( 819 )

Issuance of OP Units 1 — 1

Share-based awards retained for taxes ( 118 ) — ( 118 )

Net income 9,044 — 9,044

Ending balance, June 30, 2020 $ 2,703,668 $ ( 34,062 ) $ 2,669,606

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2 unchanged sentences

(Unaudited, in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Operating activities:

12 unchanged sentences

Equity based compensation

(Gain) loss on extinguishment of debt, net

Loss on extinguishment of debt, net

Changes in operating assets and liabilities:

10 unchanged sentences

Acquisitions of real estate assets

( 2,020 ) ( 79,634 )

Proceeds from sales of real estate assets

10 unchanged sentences

646,000 176,000

Proceeds from unsecured notes

498,880 399,216

Repayment of borrowings under unsecured term loans and notes

( 182,479 ) ( 200,000 )

Deferred financing and debt extinguishment costs

27 unchanged sentences

The Parent Company, the Operating Partnership and their controlled subsidiaries on a consolidated basis (collectively, the “Company” or “Brixmor”) believes it owns and operates one of the largest open-air retail portfolios by gross leasable area (“GLA”) in the United States (“U.S.”), comprised primarily of community and neighborhood shopping centers.

As of March 31, 2020, the Company’s portfolio was comprised of 400 shopping centers (the “Portfolio”) totaling approximately 70 million square feet of GLA.

As of June 30, 2020, the Company’s portfolio was comprised of 398 shopping centers (the “Portfolio”) totaling approximately 70 million square feet of GLA.

The Company’s high-quality national Portfolio is primarily located within established trade areas in the top 50 Metropolitan Statistical Areas in the U.S., and its shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers.

11 unchanged sentences

All intercompany transactions have been eliminated.

Revenue Recognition and Receivables

The Company enters into agreements with tenants which convey the right to control the use of identified space at its shopping centers in exchange for rental revenue.

These agreements meet the criteria for recognition as leases under Accounting Standards Codification (“ASC”) 842, Leases .

Rental revenue is recognized on a straight-line basis over the terms of the related leases.

The cumulative difference between rental revenue recognized on the Company’s unaudited Condensed Consolidated Statements of Operations and contractual payment terms is recognized as deferred rent and included in Receivables, net on the accompanying unaudited Condensed Consolidated Balance Sheets.

The Company commences recognizing rental revenue based on the date it makes the underlying asset available for use by the tenant.

Leases also typically provide for the reimbursement of property operating expenses, including common area expenses, utilities, insurance and real estate taxes by the lessee and are recognized in the period the applicable expenditures are incurred.

The Company periodically evaluates the collectability of its receivables related to rental revenue, straight-line rent, expense reimbursements and those attributable to other revenue generating activities.

The Company analyzes individual tenant receivables and considers tenant credit-worthiness, the length of time a receivable has been outstanding, and current economic trends when evaluating collectability.

Any receivables that are deemed to be uncollectible are recognized as a reduction to Rental income on the Company’s unaudited Condensed Consolidated Statements of Operations.

The Company has made certain elections regarding the treatment of rent deferrals and abatements resulting from COVID-19.

See Note 9 for additional information regarding the treatment and impact of COVID-19 rent deferrals and abatements on the Company’s unaudited Condensed Consolidated Financial Statements.

Brixmor Property Group Inc.

25 unchanged sentences

Income taxes related to Brixmor Property Group Inc.’s TRSs do not materially impact the unaudited Condensed Consolidated Financial Statements of the Company.

The Company has considered the tax positions taken for the open tax years and has concluded that no provision for income taxes related to uncertain tax positions is required in the Company’s unaudited Condensed Consolidated Financial Statements as of March 31, 2020 and December 31, 2019.

Open tax years generally range from 2016 through 2019, but may vary by jurisdiction and issue.

1 unchanged sentence

New Accounting Pronouncements

In April 2020, the Financial Accounting Standards Board (“FASB”) issued a Staff Q&A on accounting for leases during the COVID-19 pandemic, focused on the application of lease guidance in Accounting Standards Codification (“ASC”) 842, Leases .

Rent abatements would be recognized as reductions to revenue during the period in which they were granted.

Rent deferrals would result in an increase to “Receivables, net” during the deferral period with no impact on rental revenue recognition.

The Company is evaluating the impact of this policy election and has not yet concluded whether the Company will apply the election.

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326).

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326).

ASU 2016-13 was subsequently amended by ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses.

ASU 2016-13 amends guidance to replace the prior “incurred loss” methodology of recognizing credit losses on financial instruments with a methodology that reflects expected credit losses and requires consideration of a broader range of information.

Any unrealized loss on the Company’s financial instruments must be assessed to determine if any portion of the unrealized loss is attributable to credit loss and the portion that is due to other factors, such as changes in market interest rates.

Any unrealized loss on the Company’s financial instruments must be assessed to determine the portion, if any, that is attributable to credit loss and the portion that is due to other factors, such as changes in market interest rates.

“Credit loss” refers to any portion of the carrying amount that the Company does not expect to collect over a financial instrument’s contractual life.

The Company considers current market conditions and reasonable forecasts of future market conditions to estimate expected credit losses over the life of the financial instrument.

Any portion of unrealized losses due to credit loss is recognized through net income and reported in equity as a component of distributions in excess of net income.

Any portion of

unrealized losses due to credit loss is recognized through net income and reported in equity as a component of distributions in excess of net income.

The portion of unrealized losses due to other factors continues to be recognized through other comprehensive income and reported in accumulated other comprehensive income.

20 unchanged sentences

Acquisition of Real Estate

During the three months ended March 31, 2020, the Company acquired the following asset:

During the six months ended June 30, 2020, the Company acquired the following asset:

Description (1)

2 unchanged sentences

(1) No debt was assumed related to the listed acquisition.

(2) Aggregate purchase price has been allocated to Land and includes less than $ 0.1 million of transaction costs.

During the three months ended March 31, 2019, the Company did not acquire any assets.

(2) Aggregate purchase price includes less than $ 0.1 million of transaction costs.

During the six months ended June 30, 2019, the Company acquired the following assets, in separate transactions:

Description (1)

Location Month Acquired GLA Aggregate Purchase Price (2)

Land adjacent to Parmer Crossing Austin, TX Apr-19 N/A $ 2,197

Centennial Shopping Center Englewood, CO Apr-19 113,682 18,011

Plymouth Square Shopping Center (3)

Conshohocken, PA May-19 235,728 56,909

Leases at Baytown Shopping Center Baytown, TX Jun-19 N/A 2,517

349,410 $ 79,634

(1) No debt was assumed related to any of the listed acquisitions.

(2) Aggregate purchase price includes $ 1.2 million of transaction costs.

(3) GLA excludes square footage related to the anticipated relocation of the Company's regional office.

Total acquired GLA is 288,718 square feet.

The aggregate purchase price of the assets acquired during the six months ended June 30, 2020 and 2019, respectively, has been allocated as follows:

Six Months Ended June 30,

Assets 2020 2019

Land $ 2,020 $ 25,953

Buildings — 45,781

Building and tenant improvements — 5,832

Above-market leases (1)

In-place leases (2)

Total assets 2,020 84,644

Below-market leases (3)

Other liabilities — —

Total liabilities — 5,010

Net assets acquired $ 2,020 $ 79,634

(1) The weighted average amortization period at the time of acquisition for above-market leases related to assets acquired during the six months ended June 30, 2019 was 10.4 years.

(2) The weighted average amortization period at the time of acquisition for in-place leases related to assets acquired during the six months ended June 30, 2019 was 8.8 years.

(3) The weighted average amortization period at the time of acquisition for below-market leases related to assets acquired during the six months ended June 30, 2019 was 24.3 years.

Dispositions and Assets Held for Sale

During the three months ended March 31, 2020, the Company disposed of three shopping centers and two partial shopping centers for aggregate net proceeds of $ 40.5 million resulting in aggregate gain of $ 7.5 million and aggregate impairment of less than $ 0.1 million.

In addition, during the three months ended March 31, 2020, the Company received aggregate net proceeds of $ 0.9 million and resolved a $ 0.5 million contingency from previously disposed assets resulting in aggregate gain of $ 1.4 million.

During the three months ended March 31, 2019, the Company disposed of three shopping centers for aggregate net proceeds of $ 44.9 million resulting in aggregate gain of $ 7.3 million.

In addition, during the three months ended March 31, 2019, the Company received aggregate net proceeds of $ 0.3 million from previously disposed assets resulting in aggregate gain of $ 0.3 million.

As of March 31, 2020, the Company had two properties held for sale.

During the three months ended June 30, 2020, the Company disposed of two shopping centers for aggregate net proceeds of $ 5.2 million resulting in aggregate gain of $ 0.7 million.

During the six months ended June 30, 2020, the Company disposed of five shopping centers and two partial shopping centers for aggregate net proceeds of $ 45.7 million resulting in aggregate gain of $ 8.2 million and aggregate impairment of less than $ 0.1 million.

In addition, during the six months ended June 30, 2020, the Company received aggregate net proceeds of $ 0.9 million and resolved a $ 0.5 million contingency from previously disposed assets resulting in aggregate gain of $ 1.4 million.

During the three months ended June 30, 2019, the Company disposed of three shopping centers and three partial shopping centers for aggregate net proceeds of $ 50.0 million resulting in aggregate gain of $ 13.2 million.

During the six months ended June 30, 2019, the Company disposed of six shopping centers and three partial shopping centers for aggregate net proceeds of $ 94.8 million resulting in aggregate gain of $ 20.5 million.

In addition, during the six months ended June 30, 2019, the Company received aggregate net proceeds of $ 0.3 million from previously disposed assets resulting in aggregate gain of $ 0.1 million.

As of June 30, 2020, the Company had two properties and one land parcel held for sale.

As of December 31, 2019, the Company had two properties and two partial properties held for sale.

The following table presents the assets and liabilities associated with the properties classified as held for sale:

Assets March 31, 2020 December 31, 2019

Assets June 30, 2020 December 31, 2019

Land $ 3,778 $ 3,356

5 unchanged sentences

Below-market leases $ 7 $ 415

Other liabilities 178 —

Liabilities associated with real estate assets held for sale (1)

(1) These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets.

There were no discontinued operations for the three months ended March 31, 2020 and 2019 as none of the dispositions represented a strategic shift in the Company’s business that would qualify as discontinued operations.

There were no discontinued operations for the three and six months ended June 30, 2020 and 2019 as none of the dispositions represented a strategic shift in the Company’s business that would qualify as discontinued operations.

The Company’s components of Real estate, net consisted of the following:

March 31, 2020 December 31, 2019

June 30, 2020 December 31, 2019

Land $ 1,758,946 $ 1,767,029

8 unchanged sentences

Total $ 7,596,826 $ 7,642,350

(1) As of March 31, 2020 and December 31, 2019, Buildings and tenant improvements included accrued amounts, net of anticipated insurance proceeds, of $ 33.9 million and $ 46.9 million, respectively.

(2) As of March 31, 2020 and December 31, 2019, Lease intangibles consisted of $ 544.4 million and $ 554.9 million, respectively, of in-place leases and $ 58.8 million and $ 60.1 million, respectively, of above-market leases.

(1) As of June 30, 2020 and December 31, 2019, Buildings and tenant improvements included accrued amounts, net of anticipated insurance proceeds, of $ 28.9 million and $ 46.9 million, respectively.

(2) As of June 30, 2020 and December 31, 2019, Lease intangibles consisted of $ 537.2 million and $ 554.9 million, respectively, of in-place leases and $ 58.6 million and $ 60.1 million, respectively, of above-market leases.

These intangible assets are amortized over the term of each related lease.

(3) As of March 31, 2020 and December 31, 2019, Accumulated depreciation and amortization included $ 527.8 million and $ 533.1 million, respectively, of accumulated amortization related to Lease intangibles.

In addition, as of March 31, 2020 and December 31, 2019, the Company had intangible liabilities relating to below-market leases of $ 365.2 million and $ 372.1 million, respectively, and accumulated accretion of $ 265.1 million and $ 267.1 million, respectively.

(3) As of June 30, 2020 and December 31, 2019, Accumulated depreciation and amortization included $ 525.8 million and $ 533.1 million, respectively, of accumulated amortization related to Lease intangibles.

In addition, as of June 30, 2020 and December 31, 2019, the Company had intangible liabilities relating to below-market leases of $ 362.3 million and $ 372.1 million, respectively, and accumulated accretion of $ 266.7 million and $ 267.1 million, respectively.

These intangible liabilities are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets.

These intangible assets are accreted over the term of each related lease.

Below-market lease accretion income, net of above-market lease amortization for the three months ended March 31, 2020 and 2019 was $ 4.2 million and $ 4.9 million, respectively.

Below-market lease accretion income, net of above-market lease amortization for the three months ended June 30, 2020 and 2019 was $ 4.0 million and $ 4.7 million, respectively.

Below-market lease accretion income, net of above-market lease amortization for the six months ended June 30, 2020 and 2019 was $ 8.2 million and $ 9.6 million, respectively.

These amounts are included in Rental income on the Company’s unaudited Condensed Consolidated Statements of Operations.

Amortization expense associated with in-place lease value for the three months ended March 31, 2020 and 2019 was $ 5.5 million and $ 6.5 million, respectively.

Amortization expense associated with in-place lease value for the three months ended June 30, 2020 and 2019 was $ 4.9 million and $ 6.3 million, respectively.

Amortization expense associated with in-place lease value for the six months ended June 30, 2020 and 2019 was $ 10.4 million and $ 12.8 million, respectively.

These amounts are included in Depreciation and amortization on the Company’s unaudited Condensed Consolidated Statements of Operations.

The Company’s estimated below-market lease accretion income, net of above-market lease amortization expense, and in-place lease amortization expense for the next five years are as follows:

Year ending December 31, Below-market lease accretion (income), net of above-market lease amortization

The Company’s estimated below-market lease accretion income, net of

above-market lease amortization expense, and in-place lease amortization expense for the next five years are as follows:

Year ending December 31, Below-market lease accretion (income), net of above-market lease amortization expense

In-place lease amortization expense

2020 (remaining nine months) $ ( 10,090 ) $ 12,874

2020 (remaining six months) $ ( 6,506 ) $ 8,291

2021 ( 11,520 ) 13,202

2 unchanged sentences

2024 ( 7,651 ) 5,008

On a periodic basis, management assesses whether there are any indicators, including property operating performance, changes in anticipated hold period and general market conditions, that the carrying value of the Company’s real estate assets (including any related intangible assets or liabilities) may be impaired.

On a periodic basis, management assesses whether there are any indicators, including property operating performance, changes in anticipated hold period and general market conditions, including the impact of COVID-19, that the carrying value of the Company’s real estate assets (including any related intangible assets or liabilities) may be impaired.

If management determines that the carrying value of a real estate asset is impaired, a loss is recognized to reflect the estimated fair value.

The Company recognized the following impairments during the three months ended March 31, 2020:

Three Months Ended March 31, 2020

The Company recognized the following impairments during the three months ended June 30, 2020:

Three Months Ended June 30, 2020

Property Name (1)

Location GLA Impairment Charge

30th Street Plaza (2)

Canton, OH 145,935 $ 4,449

Chamberlain Plaza (2)

Meriden, CT 54,302 1,513

200,237 $ 5,962

(1) The Company recognized impairment charges based upon a change in the anticipated hold period of these properties and/or offers from third-party buyers in connection with the Company’s capital recycling program.

(2) This property was classified as held for sale as of June 30, 2020.

The Company recognized the following impairments during the six months ended June 30, 2020:

Six Months Ended June 30, 2020

Property Name (1)

Location GLA Impairment Charge

Spring Mall Greenfield, WI 45,920 $ 4,584

30th Street Plaza (2)

Canton, OH 145,935 4,449

Chamberlain Plaza (2)

Meriden, CT 54,302 1,513

Parcel at Lakes Crossing (3)(4)

1 unchanged sentence

251,147 $ 10,560

(1) The Company recognized impairment charges based upon a change in the estimated hold period of these properties and/or offers from third-party buyers primarily in connection with the Company’s capital recycling program.

(2) The Company disposed of this property during the three months ended March 31, 2020.

(1) The Company recognized impairment charges based upon a change in the anticipated hold period of these properties and/or offers from third-party buyers primarily in connection with the Company’s capital recycling program.

(2) This property was classified as held for sale as of June 30, 2020.

(3) The Company disposed of this property during the six months ended June 30, 2020.

(4) This property was classified as held for sale as of December 31, 2019.

The Company recognized the following impairment during the three months ended March 31, 2019:

Three Months Ended March 31, 2019

The Company recognized the following impairment during the three months ended June 30, 2019:

Three Months Ended June 30, 2019

Property Name (1)

Location GLA Impairment Charge

Westview Center (2)

Hanover Park, IL 321,382 $ 6,186

321,382 $ 6,186

(1) The Company recognized an impairment charge based upon a change in the anticipated hold period of this property and/or offers from third-party buyers in connection with the Company’s capital recycling program.

(2) The Company disposed of this property during the year ended December 31, 2019.

The Company recognized the following impairments during the six months ended June 30, 2019:

Six Months Ended June 30, 2019

Property Name (1)

Location GLA Impairment Charge

Westview Center (2)

Hanover Park, IL 321,382 $ 6,186

Brice Park Reynoldsburg, OH 158,565 3,112

479,947 $ 9,298

(1) The Company recognized an impairment charge based upon a change in the estimated hold period of this property and offers from third-party buyers in connection with the Company’s capital recycling program.

(2) The Company disposed of this property during the year ended December 31, 2019.

The Company can provide no assurance that material impairment charges with respect to its Portfolio will not occur in future periods.

See Note 3 for additional information regarding impairment charges taken in connection with the Company’s dispositions.

See Note 8 for additional information regarding the fair value of operating properties which have been impaired.

See Note 8 for additional information regarding the fair value of operating properties that have been impaired.

Financial Instruments – Derivatives and Hedging

The Company’s use of derivative instruments is intended to manage its exposure to interest rate movements and such instruments are not utilized for speculative purposes.

In certain situations, the Company may enter into

derivative financial instruments such as interest rate swap and interest rate cap agreements that result in the receipt and/or payment of future known and uncertain cash amounts, the value of which are determined by interest rates.

In certain situations, the Company may enter into derivative financial instruments such as interest rate swap and interest rate cap agreements that result in the receipt and/or payment of future known and uncertain cash amounts, the value of which are determined by interest rates.

Cash Flow Hedges of Interest Rate Risk

1 unchanged sentence

The Company utilizes interest rate swaps to partially hedge the cash flows associated with variable LIBOR based debt.

During the three months ended March 31, 2020 and year ended December 31, 2019, the Company did no t enter into any new interest rate swap agreements.

Detail on the Company’s interest rate derivatives designated as cash flow hedges outstanding as of March 31, 2020 and December 31, 2019 is as follows:

During the six months ended June 30, 2020 and year ended December 31, 2019, the Company did no t enter into any new interest rate swap agreements.

Detail on the Company’s interest rate derivatives designated as cash flow hedges outstanding as of June 30, 2020 and December 31, 2019 is as follows:

Number of Instruments Notional Amount

March 31, 2020 December 31, 2019 March 31, 2020 December 31, 2019

June 30, 2020 December 31, 2019 June 30, 2020 December 31, 2019

Interest Rate Swaps 7 7 $ 800,000 $ 800,000

The Company has elected to present its interest rate derivatives on its unaudited Condensed Consolidated Balance Sheets on a gross basis as interest rate swap assets and interest rate swap liabilities.

Detail on the fair value of the Company’s interest rate derivatives on a gross and net basis as of March 31, 2020 and December 31, 2019 is as follows:

Detail on the fair value of the Company’s interest rate derivatives on a gross and net basis as of June 30, 2020 and December 31, 2019 is as follows:

Fair Value of Derivative Instruments

Interest rate swaps classified as:

March 31, 2020 December 31, 2019

June 30, 2020 December 31, 2019

Gross derivative assets $ — $ 3,795

6 unchanged sentences

These inputs are classified as Level 2 of the fair value hierarchy.

The effective portion of changes in the fair value of derivatives designated as cash flow hedges is recognized in other comprehensive income (loss) and is reclassified into earnings as interest expense in the period that the hedged forecasted transaction affects earnings.

The effective portion of the Company’s interest rate swaps that was recognized on the Company’s unaudited Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2020 and 2019 is as follows:

The effective portion of changes in the fair value of derivatives designated as

cash flow hedges is recognized in other comprehensive income (loss) and is reclassified into earnings as interest expense in the period that the hedged forecasted transaction affects earnings.

The effective portion of the Company’s interest rate swaps that was recognized on the Company’s unaudited Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2020 and 2019 is as follows:

Derivatives in Cash Flow Hedging Relationships

(Interest Rate Swaps) Three Months Ended March 31,

(Interest Rate Swaps) Three Months Ended June 30, Six Months Ended June 30,

2020 2019 2020 2019

Change in unrealized loss on interest rate swaps $ ( 3,180 ) $ ( 12,306 ) $ ( 27,011 ) $ ( 19,250 )

Accretion of interest rate swaps to interest expense ( 47 ) ( 3,113 )

Amortization (accretion) of interest rate swaps to interest expense 2,345 ( 1,678 ) 2,298 ( 4,791 )

Change in unrealized loss on interest rate swaps, net $ ( 835 ) $ ( 13,984 ) $ ( 24,713 ) $ ( 24,041 )

The Company estimates that $ 12.1 million will be reclassified from accumulated other comprehensive loss as an increase to interest expense over the next twelve months.

No gain or loss was recognized related to hedge ineffectiveness or to amounts excluded from effectiveness testing on the Company’s cash flow hedges during the three months ended March 31, 2020 and 2019.

No gain or loss was recognized related to hedge ineffectiveness or to amounts excluded from effectiveness testing on the Company’s cash flow hedges during the three and six months ended June 30, 2020 and 2019.

Non-Designated (Mark-to-Market) Hedges of Interest Rate Risk

The Company does not use derivatives for trading or speculative purposes.

As of March 31, 2020 and December 31, 2019, the Company did not have any non-designated hedges.

As of June 30, 2020 and December 31, 2019, the Company did not have any non-designated hedges.

Credit-risk-related Contingent Features

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Debt Obligations

As of March 31, 2020 and December 31, 2019, the Company had the following indebtedness outstanding:

As of June 30, 2020 and December 31, 2019, the Company had the following indebtedness outstanding:

Carrying Value as of

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$ 4,535,974 $ 4,218,453 1.74 % – 7.97 %

Net unamortized premium (discount) 11,003 11,078

Net unamortized premium 10,240 11,078

Net unamortized debt issuance costs ( 25,520 ) ( 23,579 )

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$ 5,307,527 $ 4,861,185

(1) Stated interest rates as of March 31, 2020 do not include the impact of the Company’s interest rate swap agreements (described below).

(2) The weighted average stated interest rate on the Company’s unsecured notes was 3.80 % as of March 31, 2020.

(3) Effective November 1, 2016, the Company has in place three interest rate swap agreements that convert the variable interest rate on $ 150.0 million of the Company’s $ 250.0 million Floating Rate Senior Notes due 2022, issued on August 31, 2018 (the “2022 Notes”) to a fixed, combined interest rate of 1.11 % (plus a spread of 105 basis points) and the Company’s $ 350.0 million term loan agreement, as amended December 12, 2018, (the “$350 Million Term Loan”) to a fixed, combined interest rate of 1.11 % (plus a spread of 125 basis points) through July 30, 2021.

(4) Effective January 2, 2019, the Company has in place four interest rate swap agreements that convert the variable interest rate on the Company’s $ 300 million term loan agreement, as amended December 12, 2018 (the “$300 Million Term Loan”) to a fixed, combined interest rate of 2.61 % (plus a spread of 125 basis points) through July 26, 2024.

(1) Stated interest rates as of June 30, 2020 do not include the impact of the Company’s interest rate swap agreements (described below).

(2) The weighted average stated interest rate on the Company’s unsecured notes was 3.77 % as of June 30, 2020.

(3) Effective November 1, 2016, the Company has in place three interest rate swap agreements that convert the variable interest rate on $ 150.0 million of the Company’s $ 250.0 million Floating Rate Senior Notes due 2022, issued on August 31, 2018 to a fixed, combined interest rate of 1.11 % (plus a spread of 105 basis points) and the Company’s $ 350.0 million term loan agreement, as amended April 29, 2020, (the “$ 350 Million Term Loan”) to a fixed, combined interest rate of 1.11 % (plus a spread of 125 basis points) through July 30, 2021.

(4) Effective January 2, 2019, the Company has in place four interest rate swap agreements that convert the variable interest rate on the Company’s $ 300 million term loan agreement, as amended April 29, 2020 (the “$ 300 Million Term Loan”) to a fixed, combined interest rate of 2.61 % (plus a spread of 125 basis points) through July 26, 2024.

2020 Debt Transactions

During the three months ended March 31, 2020, the Company repaid its $ 7.0 million secured loan and borrowed $ 638.5 million, net of repayments, under the Operating Partnership’s $ 1.25 billion revolving credit facility (the “Revolving Facility”) for general corporate purposes and in order to bolster liquidity in response to COVID-19.

Additionally, during the three months ended March 31, 2020, the Company recognized less than $ 0.1 million of loss on extinguishment of debt, net as a result of these transactions.

Loss on extinguishment of debt, net includes $ 0.2 million of prepayment fees, partially offset by $ 0.2 million of accelerated unamortized debt premiums, net of debt issuance costs.

During the six months ended June 30, 2020, the Company borrowed $ 138.5 million, net of repayments, under the Operating Partnership’s $ 1.25 billion revolving credit facility (the “Revolving Facility”) for general corporate purposes.

In June 2020, the Operating Partnership issued $ 500.0 million aggregate principal amount of 4.050 % Senior Notes due 2030 (the “2030 Notes”) at 99.776 % of par, the net proceeds of which were used to complete the Tender Offer (defined below), repay outstanding indebtedness under the Revolving Facility, and for general corporate purposes.

The 2030 Notes bear interest at a rate of 4.050 % per annum, payable semi-annually on January 1 and July 1 of each year, commencing January 1, 2021.

The 2030 Notes will mature on July 1, 2030.

The Operating Partnership may redeem the 2030 Notes prior to maturity, at its option, at any time in whole or from time to time in part, at the applicable redemption price specified in the Indenture with respect to the 2030 Notes.

If the 2030 Notes are redeemed on or after April 1, 2030 (three months prior to the maturity date), the redemption price will be equal to 100 % of the principal amount of the 2030 Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.

The 2030 Notes are the Operating Partnership’s unsecured and unsubordinated obligations and rank equally in right of payment with all of the Operating Partnership’s existing and future senior unsecured and unsubordinated indebtedness.

In June 2020, the Operating Partnership commenced a cash tender offer (the “Tender Offer”) for any and all of its outstanding 3.875 % Senior Notes due 2022 (the “2022 Notes”).

The Tender Offer expired on June 26, 2020.

As a result of the Tender Offer, the Company repurchased notes with a face value of $ 182.5 million on June 29, 2020 and $ 0.7 million on July 1, 2020.

Following the repurchase, $ 316.8 million aggregate principal amount of the 2022 Notes remains outstanding on July 1, 2020.

During the six months ended June 30, 2020, as a result of the Tender Offer and the repayment of its $ 7.0 million secured loan, the Company recognized a $ 10.4 million loss on extinguishment of debt, net.

Loss on extinguishment of debt, net includes $ 9.7 million of prepayment fees and $ 0.7 million of accelerated unamortized debt issuance costs and debt discounts, net of premiums.

In April 2020, the Operating Partnership amended its senior unsecured credit agreements related to the Revolving Facility and the Operating Partnership’s term loans, changing the covenant calculation reference period to the most recent twelve months for which it reported financial results from the most recent six months for which it reported financial results, annualized.

Pursuant to the terms of the Company’s unsecured debt agreements, the Company among other things is subject to the maintenance of various financial covenants.

The Company was in compliance with these covenants as of March 31, 2020.

The Company was in compliance with these covenants as of June 30, 2020.

Debt Maturities

As of March 31, 2020 and December 31, 2019, the Company had accrued interest of $ 35.5 million and $ 36.9 million outstanding, respectively.

As of March 31, 2020, scheduled maturities of the Company’s outstanding debt obligations were as follows:

As of June 30, 2020 and December 31, 2019, the Company had accrued interest of $ 36.0 million and $ 36.9 million outstanding, respectively.

As of June 30 2020, scheduled maturities of the Company’s outstanding debt obligations were as follows:

Year ending December 31,

2020 (remaining nine months) $ —

2023 1,495,500

2020 (remaining six months) $ —

Thereafter 2,968,453

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All financial instruments of the Company are reflected in the accompanying unaudited Condensed Consolidated Balance Sheets at amounts which, in management’s judgment, reasonably approximate their fair values, except those instruments listed below:

March 31, 2020 December 31, 2019

June 30, 2020 December 31, 2019

Value Carrying

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The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured and recognized at fair value on a recurring basis:

Fair Value Measurements as of March 31, 2020

Fair Value Measurements as of June 30, 2020

Balance Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs

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Interest rate derivatives $ ( 13,449 ) $ — $ ( 13,449 ) $ —

(1) As of March 31, 2020 and December 31, 2019, marketable securities included $ 0.3 million and $ 0.1 million of net unrealized gains, respectively.

As of March 31, 2020, the contractual maturities of the Company’s marketable securities are within the next five years.

(1) As of June 30, 2020 and December 31, 2019, marketable securities included $ 0.3 million and $ 0.1 million of net unrealized gains, respectively.

As of June 30, 2020, the contractual maturities of the Company’s marketable securities are within the next five years.

Non-Recurring Fair Value

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The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured and recognized at fair value on a non-recurring basis.

The table includes information related to properties that were remeasured to fair value as a result of impairment testing during the three months ended March 31, 2020 and during the year ended December 31, 2019, excluding the properties sold prior to March 31, 2020 and December 31, 2019, respectively:

Fair Value Measurements as of March 31, 2020

The table includes information related to properties that were remeasured to fair value as a result of impairment testing during the six months ended June 30, 2020 and during the year ended December 31, 2019, excluding the properties sold prior to June 30, 2020 and December 31, 2019, respectively:

Fair Value Measurements as of June 30, 2020

Balance Quoted Prices in Active Markets for Identical Assets

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$ 23,533 $ — $ — $ 23,533 $ 7,983

(1) Excludes properties disposed of prior to March 31, 2020.

(2) The carrying value of properties remeasured to fair value based upon a discounted cash flow analysis during the three months ended March 31, 2020 includes $ 4.9 million related to Spring Mall.

(1) Excludes properties disposed of prior to June 30, 2020.

(2) The carrying value of properties remeasured to fair value based upon offers from third-party buyers during the six months ended June 30, 2020 includes:

(i) $ 6.1 million related to 30th Street Plaza;

and (ii) $ 2.2 million related to Chamberlain Plaza.

(3) The carrying value of properties remeasured to fair value based upon a discounted cash flow analysis during the six months ended June 30, 2020 includes $ 4.9 million related to Spring Mall.

The capitalization rate of 8.0 % and discount rate of 8.0 % which were utilized in the discounted cash flow analysis were based upon unobservable rates that the Company believes to be within a reasonable range of current market rates for the investment.

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The Company’s retail shopping center leases generally require tenants to pay their proportionate share of property operating expenses such as common area expenses, utilities, insurance and real estate taxes, and certain capital expenditures related to the maintenance of the Company’s properties.

As of March 31, 2020, the fixed contractual lease payments to be received over the next five years pursuant to the terms of non-cancelable operating leases are included in the table below, assuming that no leases are renewed and no renewal options are exercised.

As of June 30, 2020, the fixed contractual lease payments to be received over the next five years pursuant to the terms of non-cancelable operating leases are included in the table below, assuming that no leases are renewed and no renewal options are exercised.

The table does not include variable lease payments which may be received under certain leases for the reimbursement of property operating expenses or percentage rents.

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Year ending December 31, Operating Leases

2020 (remaining nine months) $ 613,602

2020 (remaining six months) $ 397,941

Thereafter 1,542,000

The Company recognized $ 1.9 million and $ 2.9 million of rental income based on percentage rents for the three months ended March 31, 2020 and 2019, respectively.

The Company recognized $ 1.1 million and $ 2.1 million of rental income based on percentage rents for the three months ended June 30, 2020 and 2019, respectively.

The Company recognized $ 3.0 million and $ 4.9 million of rental income based on percentage rents for the six months ended June 30, 2020 and 2019, respectively.

The global outbreak of the novel strain of coronavirus (“COVID-19”) and the public health measures that have been undertaken in response have had a significant adverse impact on the global economy, the Company’s tenants and the Company’s business.

The effects of COVID-19, including related government restrictions, border closings, quarantines, “shelter-in-place” orders and “social distancing” guidelines, have forced many of the Company’s tenants to close stores, reduce hours or significantly limit service, and have resulted in a dramatic increase in national unemployment and an economic recession.

Certain tenants experiencing economic difficulties during this pandemic have sought rent relief, which has been provided on a case-by-case basis primarily in the form of rent deferrals, and in limited cases in the form of rent abatements.

Under ASC 842, changes to the amount or timing of lease payments subsequent to the original lease execution are generally accounted for as lease modifications.

Due to the number of lease contracts that would require analysis to determine, on a lease by lease basis, whether such a concession is required to be accounted for as a lease modification, the FASB issued a Staff Q&A on accounting for leases during the COVID-19 pandemic, focused on the application of lease guidance in ASC 842.

The Q&A states that it would be acceptable to make a policy election regarding rent concessions resulting from COVID-19, which would not require entities to account for the rent concessions as lease modifications or to determine whether rent concessions were contractually obligated in each original lease.

Rent abatements would be recognized as reductions to revenue during the period in which they were granted.

Rent deferrals would result in an increase to “Receivables, net” during the deferral period with no impact on rental revenue recognition.

Any rent concession that is either unrelated to COVID-19 or substantially increases the total consideration due under the lease does not qualify for consideration under the Q&A.

The Company has evaluated the impact of the Q&A and has made the following policy elections:

• The Company accounts for COVID-19 rent deferrals and abatements that significantly increase the consideration due under the lease as lease modifications in accordance with ASC 842.

As a result, rental revenue recognition is reduced by the amount of the deferral or abatement in the period it was granted and straight-line rental income recognition is updated over the remaining lease term.

• The Company does not account for COVID-19 rent deferrals that do not significantly increase the consideration due under the lease as lease modifications.

As a result, rental revenue recognition does not change, and Receivables, net increases for the deferred amount.

• The Company does not account for COVID-19 rent abatements that do not significantly increase the consideration due under the lease as lease modifications.

As a result, rental revenue recognition is reduced by the amount of the abatement in the period it was granted.

The following table presents the COVID-19 related deferrals and abatements granted for lease payments due during the three and six months ended June 30, 2020.

Lease payments presented consist of fixed contractual base rent and may include the reimbursement of certain property operating expenses.

Three Months Ended June 30, 2020 Six Months Ended June 30, 2020

Deferrals Abatements Deferrals Abatements

Lease payments (lease modifications) $ 744 $ 207 $ 744 $ 207

Lease payments (not lease modifications) 14,165 36 14,165 36

$ 14,909 $ 243 $ 14,909 $ 243

The following table presents the deferrals that were not lease modifications and were included in Receivables, net on the Company's Unaudited Condensed Consolidated Balance Sheets:

COVID-19 Deferred Receivable

Beginning balance, March 31, 2020 $ —

Deferred lease payments (not lease modifications) 14,165

Deferred lease payments deemed uncollectible ( 3,228 )

Deferred lease payments received ( 49 )

Ending balance, June 30, 2020 $ 10,888

The Company periodically enters into agreements in which it is the lessee, including ground leases for shopping centers that it operates and office leases for administrative space.

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Upon lease execution, the Company recognizes a lease liability and a right-of-use (“ROU”) asset based on the present value of future lease payments over the noncancellable lease term.

As of March 31, 2020 the Company is not including any renewal or termination options in its lease liabilities or ROU assets, as the exercise of such options is not reasonably certain.

As of June 30, 2020 the Company is not including any renewal or termination options in its lease liabilities or ROU assets, as the exercise of such options is not reasonably certain.

Certain agreements require the Company to pay its proportionate share of property operating expenses such as common area expenses, utilities, insurance and real estate taxes, and certain capital expenditures related to the maintenance of the properties.

These payments are not included in the calculation of the lease liability and are presented as variable lease costs.

The following table presents additional information pertaining to the Company’s operating leases:

Three Months Ended March 31,

The following tables present additional information pertaining to the Company’s operating leases:

Three Months Ended June 30, Six Months Ended June 30,

Supplemental Statements of Operations Information 2020 2019 2020 2019

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Total lease costs $ 1,875 $ 1,829 $ 3,770 $ 3,692

Three Months Ended March 31,

Six Months Ended June 30,

Supplemental Statements of Cash Flows Information 2020 2019

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Operating Lease Liabilities As of

March 31, 2020

June 30, 2020

Future minimum operating lease payments:

2020 (remaining nine months) $ 5,282

2020 (remaining six months) $ 3,522

Thereafter 25,560

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Supplemental Balance Sheets Information As of

March 31, 2020 As of

June 30, 2020 As of

December 31, 2019

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$ 35,513 $ 39,860

(1) As of March 31, 2020 and December 31, 2019, the weighted average remaining lease term was 11.1 years and 10.9 years, respectively, and the weighted average discount rate was 4.31 % and 4.30 %, respectively.

(1) As of June 30, 2020 and December 31, 2019, the weighted average remaining lease term was 11.1 years and 10.9 years, respectively, and the weighted average discount rate was 4.31 % and 4.30 %, respectively.

(2) These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets.

(3) These amounts are included in Other assets on the Company’s unaudited Condensed Consolidated Balance Sheets.

As of March 31, 2020, there were no material leases that have been executed but not yet commenced.

As of June 30, 2020, there were no material leases that have been executed but not yet commenced.

Equity and Capital

In January 2020, the Company established an at-the-market equity offering program (“ATM”) through which the Company may sell from time to time up to an aggregate of $ 400.0 million of its common stock through sales agents over a three -year period.

The ATM also provides that the Company may enter into forward contracts for shares of its common stock with forward sellers and forward purchasers.

The ATM is scheduled to expire on January 9, 2023, unless earlier terminated or extended by the Company, sales agents, forward sellers and forward purchasers.

As of March 31, 2020, no shares have been issued under the ATM, and as a result, $ 400.0 million of common stock remained available for issuance.

In January 2020, the Company established an at-the-market equity offering program (the “ATM Program”) through which the Company may sell from time to time up to an aggregate of $ 400.0 million of its common stock through sales agents over a three -year period.

The ATM Program also provides that the Company may enter into forward contracts for shares of its common stock with forward sellers and forward purchasers.

The ATM Program is scheduled to expire on January 9, 2023, unless earlier terminated or extended by the Company, sales agents, forward sellers and forward purchasers.

As of June 30, 2020, no shares have been issued under the ATM Program, and as a result, $ 400.0 million of common stock remained available for issuance.

Share Repurchase Program

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The Program replaced the Company’s prior share repurchase program (the “Prior Program”), which expired on December 5, 2019.

During the three months ended March 31, 2020, the Company repurchased 1.7 million shares of common stock under the Program at an average price per share of $ 15.14 for a total of $ 25.0 million, excluding commissions.

The Company incurred total commissions of less than $ 0.1 million in conjunction with the Program for the three months ended March 31, 2020.

During the three months ended March 31, 2019, the Company repurchased 0.7 million shares of common stock under the Prior Program at an average price per share of $ 17.53 for a total of $ 11.6 million, excluding commissions.

The Company incurred total commissions of less than $ 0.1 million in conjunction with the Prior Program for the three months ended March 31, 2019.

As of March 31, 2020, the Program had $ 375.0 million of available repurchase capacity.

During the six months ended June 30, 2020, the Company repurchased 1.7 million shares of common stock under the Program at an average price per share of $ 15.14 for a total of $ 25.0 million, excluding commissions.

The Company incurred total commissions of less than $ 0.1 million in conjunction with the Program for the six months ended June 30, 2020.

During the six months ended June 30, 2019, the Company repurchased 0.8 million shares of common stock under the Prior Program at an average price per share of $ 17.43 for a total of $ 14.6 million, excluding commissions.

The Company incurred total commissions of less than $ 0.1 million in conjunction with the Prior Program for the six months ended June 30, 2019.

As of June 30, 2020, the Program had $ 375.0 million of available repurchase capacity.

In connection with the vesting of restricted stock units (“RSUs”) under the Company’s equity-based compensation plan, the Company withholds shares to satisfy tax withholding obligations.

During the three months ended March 31, 2020 and 2019, the Company withheld 0.2 million and 0.1 million shares, respectively.

During the six months ended June 30, 2020 and 2019, the Company withheld 0.2 million and 0.1 million shares, respectively.

Dividends and Distributions

During the three months ended March 31, 2020 and 2019, the Company declared common stock dividends and OP Unit distributions of $ 0.285 per share/unit and $ 0.280 per share/unit, respectively.

As of March 31, 2020 and December 31, 2019, the Company had declared but unpaid common stock dividends and OP Unit distributions of $ 86.7 million and $ 87.2 million, respectively.

During the three months ended June 30, 2020, the Company did no t declare common stock dividends and OP Unit distributions.

During the three months ended June 30, 2019, the Company declared common stock dividends and OP Unit distributions of $ 0.280 per share/unit.

As of June 30, 2020 and December 31, 2019, the Company had declared but unpaid common stock dividends and OP Unit distributions of $ 1.8 million and $ 87.2 million, respectively.

These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets.

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The Plan provides for a maximum of 15.0 million shares of the Company’s common stock to be issued for qualified and non-qualified options, stock appreciation rights, restricted stock and RSUs, OP Units, performance awards and other stock-based awards.

During the three months ended March 31, 2020 and the year ended December 31, 2019, the Company granted RSUs to certain employees.

During the six months ended June 30, 2020 and the year ended December 31, 2019, the Company granted RSUs to certain employees.

The RSUs are divided into multiple tranches, which are all subject to service-based vesting conditions.

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Tranches that only have a service-based component can only earn a target number of units.

The aggregate number of RSUs granted, assuming that the target level of performance is achieved, was 0.7 million and 0.8 million for the three months ended March 31, 2020 and the year ended December 31, 2019, respectively, with vesting periods ranging from one to five years .

The aggregate number of RSUs granted, assuming that the target level of performance is achieved, was 0.7 million and 0.8 million for the six months ended June 30, 2020 and the year ended December 31, 2019, respectively, with vesting periods ranging from

one to five years .

For the performance-based and service-based RSUs granted, fair value is based on the Company’s grant date stock price.

For the market-based RSUs granted during the three months ended March 31, 2020 and the year ended December 31, 2019, the Company calculated the grant date fair values per unit using a Monte Carlo simulation based on the probability of satisfying the market performance hurdles over the remainder of the performance period based on the Company’s historical common stock performance relative to the other companies within the FTSE NAREIT Equity Shopping Centers Index as well as the following significant

For the market-based RSUs granted during the six months ended June 30, 2020 and the year ended December 31, 2019, the Company calculated the grant date fair values per unit using a Monte Carlo simulation based on the probability of satisfying the market performance hurdles over the remainder of the performance period based on the Company’s historical common stock performance relative to the other companies within the FTSE NAREIT Equity Shopping Centers Index as well as the following significant assumptions:

(i) volatility of 20.0 % to 23.0 % and 20.0 % to 21.0 %, respectively;

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and (iii) the Company’s weighted average common stock dividend yield of 5.9 % to 6.0 % and 5.6 %, respectively.

During the three months ended March 31, 2020 and 2019, the Company recognized $ 2.8 million and $ 2.6 million of equity compensation expense, respectively, of which $ 0.2 million and $ 0.2 million was capitalized, respectively.

During the three months ended June 30, 2020 and 2019, the Company recognized $ 2.2 million and $ 3.4 million of equity compensation expense, respectively, of which $ 0.2 million and $ 0.2 million was capitalized, respectively.

During the six months ended June 30, 2020 and 2019, the Company recognized $ 5.0 million and $ 6.0 million of equity compensation expense, respectively, of which $ 0.4 million and $ 0.4 million was capitalized, respectively.

These amounts are included in General and administrative expense on the Company’s unaudited Condensed Consolidated Statements of Operations.

As of March 31, 2020, the Company had $ 23.8 million of total unrecognized compensation expense related to unvested stock compensation, which is expected to be recognized over a weighted average period of approximately 2.3 years.

As of June 30, 2020, the Company had $ 20.8 million of total unrecognized compensation expense related to unvested stock compensation, which is expected to be recognized over a weighted average period of approximately 2.2 years.

Earnings per Share

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Unvested RSUs are not allocated net losses and/or any excess of dividends declared over net income, as such amounts are allocated entirely to the Company’s common stock.

The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three months ended March 31, 2020 and 2019 (dollars in thousands, except per share data):

Three Months Ended March 31,

The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three and six months ended June 30, 2020 and 2019 (dollars in thousands, except per share data):

Ended June 30, Six Months

Ended June 30,

2020 2019 2020 2019

Computation of Basic Earnings Per Share:

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Unvested RSUs are not allocated net losses and/or any excess of dividends declared over net income, as such amounts are allocated entirely to the Operating Partnership’s common units.

The following table provides a reconciliation of the numerator and denominator of the earnings per unit calculations for the three months ended March 31, 2020 and 2019 (dollars in thousands, except per unit data):

Three Months Ended March 31,

The following table provides a reconciliation of the numerator and denominator of the earnings per unit calculations for the three and six months ended June 30, 2020 and 2019 (dollars in thousands, except per unit data):

Ended June 30, Six Months

Ended June 30,

2020 2019 2020 2019

Computation of Basic Earnings Per Unit:

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Attorney’s Office for the Southern District of New York are pursuing actions relating to these matters with respect to certain former employees.

The Company remains obligated to indemnify these former officers for legal and other professional fees and the Company believes the total amounts will likely be in excess of the Company’s insurance coverage.

The Company remains obligated to indemnify these former officers for legal and other professional fees and these amounts will be in excess of the Company’s insurance coverage.

Under certain circumstances, the former officers are contractually obligated to reimburse the Company for such amounts advanced.

However, it is possible that the Company may not be able to recover any or all of these amounts.

Environmental Matters

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In the ordinary course of conducting its business, the Company enters into agreements with its affiliates in relation to the leasing and management of its real estate assets.

As of March 31, 2020 and December 31, 2019, there were no material receivables from or payables to related parties.

As of June 30, 2020 and December 31, 2019, there were no material receivables from or payables to related parties.

Subsequent Events

In preparing the unaudited Condensed Consolidated Financial Statements, the Company has evaluated events and transactions occurring after March 31, 2020 for recognition and/or disclosure purposes.

Based on this evaluation, there were no subsequent events from March 31, 2020 through the date the financial statements were issued other than the following:

• On April 29, 2020, the Operating Partnership amended its senior unsecured credit facilities, changing the covenant calculation reference period for calculating net operating income to the most recent twelve months for which it reported financial results from the most recent six months for which it reported financial results, annualized.

• In response to uncertainties created by the COVID-19 pandemic, the Company’s Board of Directors has temporarily suspended the quarterly cash dividend.

The Company’s Board of Directors will reevaluate the dividend on a quarterly basis, taking into account a variety of relevant factors including REIT taxable income.

In preparing the unaudited Condensed Consolidated Financial Statements, the Company has evaluated events and transactions occurring after June 30, 2020 for recognition and/or disclosure purposes.

Based on this evaluation, there were no subsequent events from June 30, 2020 through the date the financial statements were issued.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements