What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2022-02-07 compared with 2021-02-11 · 5 added, 112 removed, 33 unchanged (78% of the section changed)

3 unchanged sentences

BPG has elected to qualify as a REIT in accordance with the Internal Revenue Code of 1986, as amended (the “Code”).

To qualify as a REIT, BPG must meet several organizational and operational requirements, including a requirement that it currently distribute to its stockholders at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains.

Management intends to satisfy these requirements and maintain BPG’s REIT status.

To qualify as a REIT, BPG must meet several organizational and operational requirements, including a requirement that it annually distribute to its stockholders at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains.

Management intends to continue to satisfy these requirements and maintain BPG’s REIT status.

As a REIT, BPG generally will not be subject to U.S.

16 unchanged sentences

To the extent that distributions are both in excess of taxable earnings and profits and in excess of the stockholder’s adjusted tax basis in its common shares, the distributions will be treated as capital gains from the sale of common shares.

For the taxable year ended December 31, 2021, 91.8% of the Company’s distributions to stockholders constituted taxable ordinary income and 8.2% constituted a return of capital.

For the taxable year ended December 31, 2020, 100.0% of the Company’s distributions to stockholders constituted taxable ordinary income.

4 unchanged sentences

Sales of Unregistered Equity Securities

There were no unregistered sales of equity securities during the year ended December 31, 2020.

There were no sales of unregistered equity securities during the year ended December 31, 2021.

Issuer Purchases of Equity Securities

2 unchanged sentences

The Program replaced our prior share repurchase program, which expired on December 5, 2019.

During the year ended December 31, 2020, we repurchased 1,650,115 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.

We incurred total commissions of less than $0.1 million in conjunction with the Program during the year ended December 31, 2020.

During the three months and year ended December 31, 2021, we did not repurchase any shares of common stock.

As of December 31, 2021, the Program had $375.0 million of available repurchase capacity.

During the three months ended December 31, 2020, we did not repurchase any shares of common stock.

Selected Financial Data

The following tables show selected consolidated financial data for BPG and the Operating Partnership and their respective subsidiaries for the periods indicated.

This information should be read together with the audited financial statements and notes thereto of BPG and its subsidiaries and the Operating Partnership and its subsidiaries and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report.

BRIXMOR PROPERTY GROUP INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

Year Ended December 31,

2020 2019 2018 2017 2016

Rental income $ 1,050,943 $ 1,166,379 $ 1,233,068 $ 1,281,724 $ 1,273,669

Other revenues 2,323 1,879 1,272 1,456 2,103

Total revenues 1,053,266 1,168,258 1,234,340 1,283,180 1,275,772

Operating expenses

Operating costs 111,678 124,876 136,217 136,092 133,429

Real estate taxes 168,943 170,988 177,401 179,097 174,487

Depreciation and amortization 335,583 332,431 352,245 375,028 387,302

Provision for doubtful accounts — — 10,082 5,323 9,182

Impairment of real estate assets 19,551 24,402 53,295 40,104 5,154

General and administrative 98,280 102,309 93,596 92,247 92,248

Total operating expenses 734,035 755,006 822,836 827,891 801,802

Other income (expense)

Dividends and interest 482 699 519 365 542

Interest expense ( 199,988 ) (189,775) (215,025) (226,660) (226,671)

Gain on sale of real estate assets 34,499 54,767 209,168 68,847 35,613

Gain (loss) on extinguishment of debt, net ( 28,052 ) (1,620) (37,096) 498 (832)

Other ( 4,999 ) (2,550) (2,786) (2,907) (4,957)

Total other expense (198,058) (138,479) (45,220) (159,857) (196,305)

Income before equity in income of unconsolidated joint venture

121,173 274,773 366,284 295,432 277,665

Equity in income of unconsolidated joint venture

— — — 381 477

Gain on disposition of unconsolidated joint venture interest

— — — 4,556 —

121,173 274,773 366,284 300,369 278,142

Net income attributable to non-controlling interests

— — — (76) (2,514)

Net income attributable to Brixmor Property Group Inc.

121,173 274,773 366,284 300,293 275,628

Preferred stock dividends — — — (39) (150)

Net income attributable to common stockholders $ 121,173 $ 274,773 $ 366,284 $ 300,254 $ 275,478

Net income attributable to common stockholders per common share:

Basic $ 0.41 $ 0.92 $ 1.21 $ 0.98 $ 0.91

Diluted $ 0.41 $ 0.92 $ 1.21 $ 0.98 $ 0.91

Weighted average shares:

Basic 296,972 298,229 302,074 304,834 301,601

Diluted 297,899 299,334 302,339 305,281 305,060

Cash dividends declared per common share $ 0.500 $ 1.125 $ 1.105 $ 1.055 $ 0.995

BRIXMOR PROPERTY GROUP INC.

AND SUBSIDIARIES

SELECT BALANCE SHEET INFORMATION

(in thousands)

2020 2019 2018 2017 2016

Real estate, net $ 7,504,113 $ 7,642,350 $ 7,749,650 $ 8,560,421 $ 8,842,004

Total assets $ 8,342,147 $ 8,142,496 $ 8,242,421 $ 9,153,926 $ 9,319,685

Debt obligations, net (1)

$ 5,167,330 $ 4,861,185 $ 4,885,863 $ 5,676,238 $ 5,838,889

Total liabilities $ 5,661,446 $ 5,398,639 $ 5,406,322 $ 6,245,578 $ 6,392,525

Total equity $ 2,680,701 $ 2,743,857 $ 2,836,099 $ 2,908,348 $ 2,927,160

(1) Debt includes secured loans, notes payable, and credit agreements, including unamortized premium or net of unamortized discount and unamortized debt issuance costs.

BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per unit data)

Year Ended December 31,

2020 2019 2018 2017 2016

Rental income $ 1,050,943 $ 1,166,379 $ 1,233,068 $ 1,281,724 $ 1,273,669

Other revenues 2,323 1,879 1,272 1,456 2,103

Total revenues 1,053,266 1,168,258 1,234,340 1,283,180 1,275,772

Operating expenses

Operating costs 111,678 124,876 136,217 136,092 133,429

Real estate taxes 168,943 170,988 177,401 179,097 174,487

Depreciation and amortization 335,583 332,431 352,245 375,028 387,302

Provision for doubtful accounts — — 10,082 5,323 9,182

Impairment of real estate assets 19,551 24,402 53,295 40,104 5,154

General and administrative 98,280 102,309 93,596 92,247 92,248

Total operating expenses 734,035 755,006 822,836 827,891 801,802

Other income (expense)

Dividends and interest 482 699 519 365 542

Interest expense ( 199,988 ) (189,775) (215,025) (226,660) (226,671)

Gain on sale of real estate assets 34,499 54,767 209,168 68,847 35,613

Gain (loss) on extinguishment of debt, net ( 28,052 ) (1,620) (37,096) 498 (832)

Other ( 4,999 ) (2,550) (2,786) (2,907) (4,957)

Total other expense (198,058) (138,479) (45,220) (159,857) (196,305)

Income before equity in income of unconsolidated joint venture

121,173 274,773 366,284 295,432 277,665

Equity in income of unconsolidated joint venture

— — — 381 477

Gain on disposition of unconsolidated joint venture interest

— — — 4,556 —

Net income $ 121,173 $ 274,773 $ 366,284 $ 300,369 $ 278,142

Net income per common unit:

Basic $ 0.41 $ 0.92 $ 1.21 $ 0.98 $ 0.91

Diluted $ 0.41 $ 0.92 $ 1.21 $ 0.98 $ 0.91

Weighted average units:

Basic 296,972 298,229 302,074 304,913 304,600

Diluted 297,899 299,334 302,339 305,281 305,059

BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES

SELECT BALANCE SHEET INFORMATION

(in thousands)

2020 2019 2018 2017 2016

Real estate, net $ 7,504,113 $ 7,642,350 $ 7,749,650 $ 8,560,421 $ 8,842,004

Total assets $ 8,332,133 $ 8,142,480 $ 8,242,075 $ 9,153,677 $ 9,319,434

Debt obligations, net (1)

$ 5,167,330 $ 4,861,185 $ 4,885,863 $ 5,676,238 $ 5,838,889

Total liabilities $ 5,661,446 $ 5,398,639 $ 5,406,322 $ 6,245,578 $ 6,392,525

Total capital $ 2,670,687 $ 2,743,841 $ 2,835,753 $ 2,908,099 $ 2,926,909

(1) Debt includes secured loans, notes payable, and credit agreements, including unamortized premium or net of unamortized discount and unamortized debt issuance costs.

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-K

Item 5. Market for Registrant’s Common Equity