What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2020-11-04 compared with 2020-08-03 · 201 added, 211 removed, 807 unchanged (34% of the section changed)

4 unchanged sentences

(Unaudited, in thousands, except share information)

September 30,

2020 December 31,

18 unchanged sentences

51,590 60,179

52,012 60,179

Total assets $ 8,640,161 $ 8,142,496

22 unchanged sentences

(Unaudited, in thousands, except per share data)

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

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

Rental income $ 253,799 $ 292,732 $ 781,635 $ 873,424

$ 247,434 $ 290,737 $ 527,836 $ 580,692

Other revenues 136 233 2,221 1,685

186 268 2,085 1,452

Total revenues 253,935 292,965 783,856 875,109

1 unchanged sentence

Operating costs 24,794 29,573 80,286 90,138

25,136 29,307 55,492 60,565

Real estate taxes 42,124 43,688 126,796 130,203

41,808 43,189 84,672 86,515

Depreciation and amortization 87,488 82,837 251,334 249,825

80,829 81,593 163,846 166,988

Impairment of real estate assets 5,746 8,170 16,306 17,468

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

General and administrative 27,748 24,550 74,781 75,168

24,436 25,175 47,033 50,618

Total operating expenses 187,900 188,818 549,503 562,802

1 unchanged sentence

Dividends and interest 109 128 335 575

102 300 226 447

Interest expense ( 50,991 ) ( 47,698 ) ( 148,197 ) ( 142,839 )

( 49,852 ) ( 48,475 ) ( 97,206 ) ( 95,141 )

Gain on sale of real estate assets 13,621 25,621 23,218 46,266

692 13,043 9,597 20,645

Loss on extinguishment of debt, net ( 50 ) ( 943 ) ( 10,441 ) ( 1,620 )

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

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

Other ( 780 ) ( 401 ) ( 2,499 ) ( 1,975 )

Total other expense ( 38,091 ) ( 23,293 ) ( 137,584 ) ( 99,593 )

11 unchanged sentences

(Unaudited, in thousands)

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

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

1 unchanged sentence

Other comprehensive income (loss)

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

Change in unrealized gain on marketable securities 16 49 195 181

Total other comprehensive loss ( 819 ) ( 13,935 ) ( 24,518 ) ( 23,860 )

Change in unrealized gain (loss) on interest rate swaps, net (Note 6) 2,928 ( 5,332 ) ( 21,785 ) ( 29,373 )

Change in unrealized gain (loss) on marketable securities ( 64 ) 12 131 193

Total other comprehensive income (loss) 2,864 ( 5,320 ) ( 21,654 ) ( 29,180 )

Comprehensive income $ 30,808 $ 75,534 $ 75,115 $ 183,534

28 unchanged sentences

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

Common stock dividends ($ 0.28 per common share)

— — — — ( 83,825 ) ( 83,825 )

Equity based compensation expense — — 3,473 — — 3,473

Other comprehensive loss — — — ( 5,320 ) — ( 5,320 )

Net income — — — — 80,854 80,854

Ending balance, September 30, 2019 297,846 $ 2,978 $ 3,226,531 $ ( 13,207 ) $ ( 456,939 ) $ 2,759,363

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

15 unchanged sentences

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

Equity based compensation expense — — 3,468 — — 3,468

Other comprehensive income — — — 2,864 — 2,864

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

Share-based awards retained for taxes — — ( 5 ) — — ( 5 )

Net income — — — — 27,944 27,944

Ending balance, September 30, 2020 296,482 $ 2,965 $ 3,210,579 $ ( 31,197 ) $ ( 468,456 ) $ 2,713,891

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

3 unchanged sentences

(Unaudited, in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Operating activities:

2 unchanged sentences

Depreciation and amortization 251,334 249,825

163,846 166,988

(Accretion) amortization of debt premium and discount, net ( 424 ) 1,053

1 unchanged sentence

Accretion of above- and below-market leases, net ( 12,351 ) ( 14,125 )

( 8,224 ) ( 9,646 )

Tenant inducement amortization and other 2,696 2,694

1 unchanged sentence

Gain on sale of real estate assets ( 23,218 ) ( 46,266 )

( 9,597 ) ( 20,645 )

Equity based compensation 7,807 8,847

2 unchanged sentences

Receivables, net ( 15,907 ) ( 13,532 )

( 42,672 ) ( 7,628 )

Deferred charges and prepaid expenses ( 22,797 ) ( 30,138 )

( 10,552 ) ( 14,610 )

Other assets ( 298 ) ( 74 )

Accounts payable, accrued expenses and other liabilities 7,724 4,548

( 12,683 ) ( 17,253 )

Net cash provided by operating activities 323,632 399,933

1 unchanged sentence

Improvements to and investments in real estate assets ( 217,940 ) ( 282,211 )

( 158,120 ) ( 169,529 )

Acquisitions of real estate assets ( 3,425 ) ( 79,634 )

( 2,020 ) ( 79,634 )

Proceeds from sales of real estate assets 82,922 239,838

46,633 95,139

Purchase of marketable securities ( 19,944 ) ( 36,045 )

( 10,733 ) ( 24,202 )

Proceeds from sale of marketable securities 18,133 47,509

3 unchanged sentences

Repayment of borrowings under unsecured revolving credit facility ( 653,000 ) ( 541,000 )

( 507,500 ) ( 337,000 )

Proceeds from borrowings under unsecured revolving credit facility 646,000 235,000

646,000 176,000

Proceeds from unsecured notes 820,396 771,623

498,880 399,216

Repayment of borrowings under unsecured term loans and notes ( 183,151 ) ( 500,000 )

( 182,479 ) ( 200,000 )

Deferred financing and debt extinguishment costs ( 17,994 ) ( 6,689 )

( 14,049 ) ( 3,402 )

Distributions to common stockholders ( 170,397 ) ( 251,334 )

( 170,397 ) ( 167,772 )

Repurchases of common shares ( 25,007 ) ( 14,563 )

( 25,007 ) ( 14,563 )

Repurchases of common shares in conjunction with equity award plans ( 3,528 ) ( 1,711 )

( 3,523 ) ( 1,711 )

Net cash provided by (used in) financing activities 406,319 ( 308,674 )

13 unchanged sentences

(Unaudited, in thousands, except unit information)

September 30,

2020 December 31,

18 unchanged sentences

51,590 60,179

52,012 60,179

Total assets $ 8,630,147 $ 8,142,480

16 unchanged sentences

(Unaudited, in thousands, except per share data)

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

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

Rental income $ 253,799 $ 292,732 $ 781,635 $ 873,424

$ 247,434 $ 290,737 $ 527,836 $ 580,692

Other revenues 136 233 2,221 1,685

186 268 2,085 1,452

Total revenues 253,935 292,965 783,856 875,109

1 unchanged sentence

Operating costs 24,794 29,573 80,286 90,138

25,136 29,307 55,492 60,565

Real estate taxes 42,124 43,688 126,796 130,203

41,808 43,189 84,672 86,515

Depreciation and amortization 87,488 82,837 251,334 249,825

80,829 81,593 163,846 166,988

Impairment of real estate assets 5,746 8,170 16,306 17,468

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

General and administrative 27,748 24,550 74,781 75,168

24,436 25,175 47,033 50,618

Total operating expenses 187,900 188,818 549,503 562,802

1 unchanged sentence

Dividends and interest 109 128 335 575

102 300 226 447

Interest expense ( 50,991 ) ( 47,698 ) ( 148,197 ) ( 142,839 )

( 49,852 ) ( 48,475 ) ( 97,206 ) ( 95,141 )

Gain on sale of real estate assets 13,621 25,621 23,218 46,266

692 13,043 9,597 20,645

Loss on extinguishment of debt, net ( 50 ) ( 943 ) ( 10,441 ) ( 1,620 )

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

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

Other ( 780 ) ( 401 ) ( 2,499 ) ( 1,975 )

Total other expense ( 38,091 ) ( 23,293 ) ( 137,584 ) ( 99,593 )

10 unchanged sentences

(Unaudited, in thousands)

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

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

1 unchanged sentence

Other comprehensive income (loss)

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

Change in unrealized gain on marketable securities 16 48 195 180

Total other comprehensive loss ( 819 ) ( 13,936 ) ( 24,518 ) ( 23,861 )

Change in unrealized gain (loss) on interest rate swaps, net (Note 6) 2,928 ( 5,332 ) ( 21,785 ) ( 29,373 )

Change in unrealized gain (loss) on marketable securities ( 64 ) 11 131 191

Total other comprehensive income (loss) 2,864 ( 5,321 ) ( 21,654 ) ( 29,182 )

Comprehensive income $ 30,808 $ 75,533 $ 75,115 $ 183,532

24 unchanged sentences

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

Distributions to partners ( 83,823 ) — ( 83,823 )

Equity based compensation expense 3,473 — 3,473

Other comprehensive loss — ( 5,321 ) ( 5,321 )

Net income 80,854 — 80,854

Ending balance, September 30, 2019 $ 2,772,321 $ ( 13,199 ) $ 2,759,122

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

14 unchanged sentences

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

Equity based compensation expense 3,468 — 3,468

Other comprehensive income — 2,864 2,864

Issuance of OP Units — — —

Share-based awards retained for taxes ( 5 ) — ( 5 )

Net income 27,944 — 27,944

Ending balance, September 30, 2020 $ 2,735,075 $ ( 31,198 ) $ 2,703,877

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

2 unchanged sentences

(Unaudited, in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Operating activities:

2 unchanged sentences

Depreciation and amortization 251,334 249,825

163,846 166,988

(Accretion) amortization of debt premium and discount, net ( 424 ) 1,053

1 unchanged sentence

Accretion of above- and below-market leases, net ( 12,351 ) ( 14,125 )

( 8,224 ) ( 9,646 )

Tenant inducement amortization and other 2,696 2,694

1 unchanged sentence

Gain on sale of real estate assets ( 23,218 ) ( 46,266 )

( 9,597 ) ( 20,645 )

Equity based compensation 7,807 8,847

2 unchanged sentences

Receivables, net ( 15,907 ) ( 13,532 )

( 42,672 ) ( 7,628 )

Deferred charges and prepaid expenses ( 22,797 ) ( 30,138 )

( 10,552 ) ( 14,610 )

Other assets ( 298 ) ( 74 )

Accounts payable, accrued expenses and other liabilities 7,724 4,548

( 12,683 ) ( 17,253 )

Net cash provided by operating activities 323,632 399,933

1 unchanged sentence

Improvements to and investments in real estate assets ( 217,940 ) ( 282,211 )

( 158,120 ) ( 169,529 )

Acquisitions of real estate assets ( 3,425 ) ( 79,634 )

( 2,020 ) ( 79,634 )

Proceeds from sales of real estate assets 82,922 239,838

46,633 95,139

Purchase of marketable securities ( 19,944 ) ( 36,042 )

( 10,733 ) ( 24,200 )

Proceeds from sale of marketable securities 18,133 47,509

3 unchanged sentences

Repayment of borrowings under unsecured revolving credit facility ( 653,000 ) ( 541,000 )

( 507,500 ) ( 337,000 )

Proceeds from borrowings under unsecured revolving credit facility 646,000 235,000

646,000 176,000

Proceeds from unsecured notes 820,396 771,623

498,880 399,216

Repayment of borrowings under unsecured term loans and notes ( 183,151 ) ( 500,000 )

( 182,479 ) ( 200,000 )

Deferred financing and debt extinguishment costs ( 17,994 ) ( 6,689 )

( 14,049 ) ( 3,402 )

Partner distributions and repurchases of OP Units ( 208,930 ) ( 267,503 )

( 208,925 ) ( 183,941 )

Net cash provided by (used in) financing activities 396,321 ( 308,569 )

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

As of September 30, 2020, the Company’s portfolio was comprised of 395 shopping centers (the “Portfolio”) totaling approximately 69 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.

50 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 June 30, 2020 and December 31, 2019.

Open tax years generally range from 2017 through 2019 but may vary by jurisdiction and issue.

31 unchanged sentences

Acquisition of Real Estate

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

During the nine months ended September 30, 2020, the Company acquired the following assets:

Description (1)

1 unchanged sentence

Land adjacent to Shops at Palm Lakes Miami Gardens, FL Feb-20 N/A $ 2,020

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

(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:

Land adjacent to College Plaza Selden, NY Jul-20 N/A 1,405

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

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

During the nine months ended September 30, 2019, the Company acquired the following assets, in separate transactions:

Description (1)

10 unchanged sentences

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,

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

Nine Months Ended September 30,

Assets 2020 2019

6 unchanged sentences

Below-market leases (3)

Other liabilities — —

Total liabilities — 5,010

Net assets acquired $ 3,425 $ 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.

(1) The weighted average amortization period at the time of acquisition for above-market leases related to assets acquired during the nine months ended September 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 nine months ended September 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 nine months ended September 30, 2019 was 24.3 years.

Dispositions and Assets 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.

During the three months ended September 30, 2020, the Company disposed of three shopping centers, one partial shopping center and one land parcel for aggregate net proceeds of $ 36.2 million resulting in aggregate gain of $ 13.1 million and aggregate impairment of less than $ 0.1 million.

In addition, during the three months ended September 30, 2020, the Company received aggregate net proceeds of less than $ 0.1 million and resolved contingencies of $ 0.1 million from previously disposed assets resulting in aggregate gain of $ 0.1 million.

During the nine months ended September 30, 2020, the Company disposed of eight shopping centers, three partial shopping centers and one land parcel for aggregate net proceeds of $ 81.9 million resulting in aggregate gain of $ 21.3 million and aggregate impairment of $ 6.0 million.

In addition, during the nine months ended September 30, 2020, the Company received aggregate net proceeds of $ 1.0 million and resolved contingencies of $ 0.5 million from previously disposed assets resulting in aggregate gain of $ 1.5 million.

During the three months ended September 30, 2019, the Company disposed of 12 shopping centers and one partial shopping center for aggregate net proceeds of $ 144.6 million resulting in aggregate gain of $ 25.5 million and aggregate impairment of $ 8.2 million.

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

During the nine months ended September 30, 2019, the Company disposed of 18 shopping centers and four partial shopping centers for aggregate net proceeds of $ 239.4 million resulting in aggregate gain of $ 46.0 million and aggregate impairment of $ 14.4 million.

In addition, during the nine months ended September 30, 2019,

the Company received aggregate net proceeds of $ 0.4 million from previously disposed assets resulting in aggregate gain of $ 0.3 million.

As of September 30, 2020, the Company did no t have any properties 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 June 30, 2020 December 31, 2019

Assets September 30, 2020 December 31, 2019

Land $ — $ 3,356

5 unchanged sentences

Below-market leases $ — $ 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 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.

There were no discontinued operations for the three and nine months ended September 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:

June 30, 2020 December 31, 2019

September 30, 2020 December 31, 2019

Land $ 1,754,708 $ 1,767,029

8 unchanged sentences

Total $ 7,564,158 $ 7,642,350

(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.

(1) As of September 30, 2020 and December 31, 2019, Buildings and tenant improvements included accrued amounts, net of anticipated insurance proceeds, of $ 32.2 million and $ 46.9 million, respectively.

(2) As of September 30, 2020 and December 31, 2019, Lease intangibles consisted of $ 521.7 million and $ 554.9 million, respectively, of in-place leases and $ 57.7 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 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.

(3) As of September 30, 2020 and December 31, 2019, Accumulated depreciation and amortization included $ 515.6 million and $ 533.1 million, respectively, of accumulated amortization related to Lease intangibles.

In addition, as of September 30, 2020 and December 31, 2019, the Company had intangible liabilities relating to below-market leases of $ 354.6 million and $ 372.1 million, respectively, and accumulated accretion of $ 263.7 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 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.

Below-market lease accretion income, net of above-market lease amortization for the three months ended September 30, 2020 and 2019 was $ 4.1 million and $ 4.5 million, respectively.

Below-market lease accretion income, net of above-market lease amortization for the nine months ended September 30, 2020 and 2019 was $ 12.4 million and $ 14.1 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 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.

Amortization expense associated with in-place lease value for the three months ended September 30, 2020 and 2019 was $ 4.5 million and $ 6.7 million, respectively.

Amortization expense associated with in-place lease value for the nine months ended September 30, 2020 and 2019 was $ 14.8 million and

$ 19.5 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:

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

2020 (remaining three months) $ ( 3,144 ) $ 3,946

2021 ( 11,290 ) 12,870

4 unchanged sentences

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 June 30, 2020:

Three Months Ended June 30, 2020

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

Three Months Ended September 30, 2020

Property Name (1)

Location GLA Impairment Charge

30th Street Plaza (2)

Canton, OH 145,935 $ 4,449

Northmall Centre Tucson, AZ 165,350 $ 5,721

Chamberlain Plaza (2)

2 unchanged sentences

(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

(2) The Company disposed of this property during the three months ended September 30, 2020.

The Company recognized the following impairments during the nine months ended September 30, 2020:

Nine Months Ended September 30, 2020

Property Name (1)

Location GLA Impairment Charge

Northmall Centre Tucson, AZ 165,350 $ 5,721

Spring Mall Greenfield, WI 45,920 4,584

7 unchanged sentences

(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.

(2) The Company disposed of this property during the nine months ended September 30, 2020.

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

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

Three Months Ended June 30, 2019

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

Three Months Ended September 30, 2019

Property Name (1)

Location GLA Impairment Charge

Parcel at Mansell Crossing (2)

Alpharetta, GA 51,615 $ 5,777

Glendale Galleria (2)

Glendale, AZ 119,525 2,197

Westview Center (2)

Hanover Park, IL 321,382 170

North Hills Village (2)

Haltom City, TX 43,299 26

535,821 $ 8,170

(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

The Company recognized the following impairments during the nine months ended September 30, 2019:

Nine Months Ended September 30, 2019

Property Name (1)

2 unchanged sentences

Hanover Park, IL 321,382 $ 6,356

Parcel at Mansell Crossing (2)

Alpharetta, GA 51,615 5,777

Brice Park Reynoldsburg, OH 158,565 3,112

Glendale Galleria (2)

Glendale, AZ 119,525 2,197

North Hills Village (2)

Haltom City, TX 43,299 26

694,386 $ 17,468

10 unchanged sentences

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

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:

During the nine months ended September 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 September 30, 2020 and December 31, 2019 is as follows:

Number of Instruments Notional Amount

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

September 30, 2020 December 31, 2019 September 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 June 30, 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 September 30, 2020 and December 31, 2019 is as follows:

Fair Value of Derivative Instruments

Interest rate swaps classified as:

June 30, 2020 December 31, 2019

September 30, 2020 December 31, 2019

Gross derivative assets $ — $ 3,795

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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 and six months ended June 30, 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 nine months ended September 30, 2020 and 2019 is as follows:

Derivatives in Cash Flow Hedging Relationships

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

(Interest Rate Swaps) Three Months Ended

September 30, Nine Months Ended

September 30,

2020 2019 2020 2019

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Amortization (accretion) of interest rate swaps to interest expense 3,061 ( 1,207 ) 5,359 ( 5,998 )

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

Change in unrealized gain (loss) on interest rate swaps, net $ 2,928 $ ( 5,332 ) $ ( 21,785 ) $ ( 29,373 )

The Company estimates that $ 11.3 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 and six months ended June 30, 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 nine months ended September 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 June 30, 2020 and December 31, 2019, the Company did not have any non-designated hedges.

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

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

Carrying Value as of

September 30,

2020 December 31,

$ — $ 7,000 — —

$ — $ 7,000 N/A N/A

Net unamortized premium

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Unsecured Credit Facility - Revolving Facility

$ 145,500 $ 7,000 1.28 % 2023

$ — $ 7,000 N/A 2023

Unsecured $ 350 Million Term Loan (3)

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$ 5,481,660 $ 4,861,185

(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.

(1) Stated interest rates as of September 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 3.76 % as of September 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.

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2020 Debt Transactions

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.

During the nine months ended September 30, 2020, the Company repaid $ 7.0 million, net of borrowings, under the Operating Partnership’s $ 1.25 billion revolving credit facility (the “Revolving Facility”).

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.

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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 August 2020, the Operating Partnership issued an additional $ 300.0 million aggregate principal amount of the 2030 Notes at 107.172 % of par, the net proceeds of which were used to repay outstanding indebtedness under the Revolving Facility and for general corporate purposes.

The additional notes form a single series with the previously outstanding 2030 Notes.

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”).

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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.

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

During the nine months ended September 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.

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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 June 30, 2020.

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

Debt Maturities

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:

As of September 30, 2020 and December 31, 2019, the Company had accrued interest of $ 44.9 million and $ 36.9 million outstanding, respectively.

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

Year ending December 31,

2020 (remaining six months) $ —

2020 (remaining three months) $ —

Thereafter 3,268,453

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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:

June 30, 2020 December 31, 2019

September 30, 2020 December 31, 2019

Value Carrying

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Total debt obligations, net $ 5,481,660 $ 5,775,986 $ 4,861,185 $ 5,088,309

As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy is included in 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).

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.

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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 June 30, 2020

Fair Value Measurements as of September 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 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.

(1) As of September 30, 2020 and December 31, 2019, marketable securities included $ 0.2 million and $ 0.1 million of net unrealized gains, respectively.

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

Non-Recurring Fair Value

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.

Fair value is determined by offers from third-party buyers, market comparable data, third party appraisals or by discounted cash flow analyses.

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.

Fair value is determined by offers from third-party buyers, market comparable data, third party appraisals or discounted cash flow analyses.

The cash flows utilized in such analyses are comprised of unobservable inputs which include forecasted rental revenue and expenses based upon market conditions and future expectations.

The capitalization rates and discount rates utilized in such analyses are based upon unobservable rates that the Company believes to be within a reasonable range of current market rates for the respective properties.

The capitalization rates and discount rates utilized in such analyses are based upon unobservable rates that the

Company believes to be within a reasonable range of current market rates for the respective properties.

Based on these inputs, the Company has determined that the valuations of these properties are classified within Level 3 of the fair value hierarchy.

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 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

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

Fair Value Measurements as of September 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 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.

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

(2) The carrying value of properties remeasured to fair value based upon offers from third-party buyers during the nine months ended September 30, 2020 includes $ 13.9 million related to Northmall Centre.

(3) The carrying value of properties remeasured to fair value based upon a discounted cash flow analysis during the nine months ended September 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 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.

These variable lease payments are recognized in the period when the applicable expenditures are incurred or, in the case of percentage rents, when the sales data is made available.

Year ending December 31, Operating Leases

2020 (remaining six months) $ 397,941

Thereafter 1,542,000

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.

Additionally, variable lease payments based on percentage rents are recognized once the required sales data is made available.

The Company recognized $ 0.6 million and $ 1.1 million of income based on percentage rents for the three months ended September 30, 2020 and 2019, respectively.

The Company recognized $ 3.6 million and $ 6.0 million of income based on percentage rents for the nine months ended September 30, 2020 and 2019, respectively.

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

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 Company’s business, the Company’s tenants and the global economy.

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 a significant economic contraction.

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.

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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.

The following table presents the COVID-19 related deferrals and abatements granted for lease payments due during the three and nine months ended September 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

Three Months Ended

September 30, 2020 Nine Months Ended

September 30, 2020

Deferrals Abatements Deferrals Abatements

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Ending balance, June 30, 2020 10,888

Deferred lease payments (not lease modifications) 18,650

Deferred lease payments deemed uncollectible ( 8,742 )

Deferred lease payments received ( 2,318 )

Ending balance, September 30, 2020 $ 18,478

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 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.

As of September 30, 2020 the Company is not including any prospective 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.

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

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

Three Months Ended September 30, Nine Months Ended September 30,

Supplemental Statements of Operations Information 2020 2019 2020 2019

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Total lease costs $ 1,917 $ 1,794 $ 5,687 $ 5,486

Six Months Ended June 30,

Nine Months Ended September 30,

Supplemental Statements of Cash Flows Information 2020 2019

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ROU assets written off due to lease modifications $ ( 1,748 ) $ —

Operating Lease Liabilities As of

June 30, 2020

Operating Lease Liabilities As of September 30, 2020

Future minimum operating lease payments:

2020 (remaining six months) $ 3,522

2020 (remaining three months) $ 1,762

Thereafter 30,073

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Operating lease liabilities $ 39,920

Supplemental Balance Sheets Information As of

June 30, 2020 As of

December 31, 2019

Supplemental Balance Sheets Information As of September 30, 2020 As of December 31, 2019

Operating lease liabilities (1)(2)

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$ 35,318 $ 39,860

(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.

(1) As of September 30, 2020 and December 31, 2019, the weighted average remaining lease term was 12.7 years and 10.9 years, respectively, and the weighted average discount rate was 4.39 % 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 June 30, 2020, there were no material leases that have been executed but not yet commenced.

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

Equity and Capital

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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.

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 September 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 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.

During the nine months ended September 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 nine months ended September 30, 2020.

During the nine months ended September 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 nine months ended September 30, 2019.

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

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

Dividends and Distributions

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.

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

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

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

During the nine months ended September 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 six months ended June 30, 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 nine months ended September 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 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:

For the market-based RSUs granted during the nine months ended September 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 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.

During the three months ended September 30, 2020 and 2019, the Company recognized $ 3.5 million and $ 3.5 million of equity compensation expense, respectively, of which $ 0.3 million and $ 0.2 million was capitalized, respectively.

During the nine months ended September 30, 2020 and 2019, the Company recognized $ 8.5 million and $ 9.5 million of equity compensation expense, respectively, of which $ 0.7 million and $ 0.6 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 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.

As of September 30, 2020, the Company had $ 17.1 million of total unrecognized compensation expense related to unvested stock compensation, which is expected to be recognized over a weighted average period of approximately 2.1 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 and six months ended June 30, 2020 and 2019 (dollars in thousands, except per share data):

Ended June 30, Six Months

Ended June 30,

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

September 30, Nine

September 30,

2020 2019 2020 2019

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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 and six months ended June 30, 2020 and 2019 (dollars in thousands, except per unit data):

Ended June 30, Six Months

Ended June 30,

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

September 30, Nine

September 30,

2020 2019 2020 2019

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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 these amounts will 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 are now in excess of the Company’s insurance coverage and are being funded by the Company.

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

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

As of September 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 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.

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

Based on this evaluation, there were no subsequent events from September 30, 2020 through the date the financial statements were issued other than the following:

• On October 30, 2020, the Company’s Board of Directors declared a quarterly cash dividend of $ 0.215 per common share for the fourth quarter of 2020.

The dividend was temporarily suspended for the second and third quarters of 2020 in response to uncertainties created by the COVID-19 pandemic.

The dividend is payable on January 15, 2021 to shareholders of record on January 6, 2021.

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