0001581068-21-000025.txt : 20210503 0001581068-21-000025.hdr.sgml : 20210503 20210503161116 ACCESSION NUMBER: 0001581068-21-000025 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 82 CONFORMED PERIOD OF REPORT: 20210331 FILED AS OF DATE: 20210503 DATE AS OF CHANGE: 20210503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Brixmor Property Group Inc. CENTRAL INDEX KEY: 0001581068 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 452433192 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-36160 FILM NUMBER: 21883664 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 869-3000 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Brixmor Operating Partnership LP CENTRAL INDEX KEY: 0001630031 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 800831163 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-201464-01 FILM NUMBER: 21883665 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-869-3000 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 10-Q 1 brx-20210331.htm 10-Q brx-20210331
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2021
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from_____ to_____
Commission File Number: 001-36160 (Brixmor Property Group)
Commission File Number: 333-201464-01 (Brixmor Operating Partnership LP)

Brixmor Property Group Inc.
Brixmor Operating Partnership LP
(Exact Name of Registrant as Specified in Its Charter)
Maryland(Brixmor Property Group Inc.)45-2433192
Delaware(Brixmor Operating Partnership LP)80-0831163
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
450 Lexington Avenue, New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)
212-869-3000
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareBRXNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Brixmor Property Group Inc. Yes No Brixmor Operating Partnership LP Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Brixmor Property Group Inc. Yes No Brixmor Operating Partnership LP Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Brixmor Property Group Inc.Brixmor Operating Partnership LP
Large accelerated filer
Non-accelerated filer Large accelerated filer Non-accelerated filer
Smaller reporting companyAccelerated filer Smaller reporting companyAccelerated filer
Emerging growth companyEmerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Brixmor Property Group Inc. Brixmor Operating Partnership LP

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Brixmor Property Group Inc. Yes No Brixmor Operating Partnership LP Yes No

(APPLICABLE ONLY TO CORPORATE ISSUERS)
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
As of April 1, 2021, Brixmor Property Group Inc. had 296,956,394 shares of common stock outstanding.



EXPLANATORY NOTE
This report combines the quarterly reports on Form 10-Q for the period ended March 31, 2021 of Brixmor Property Group Inc. and Brixmor Operating Partnership LP. Unless stated otherwise or the context otherwise requires, references to the “Parent Company” or “BPG” mean Brixmor Property Group Inc. and its consolidated subsidiaries, and references to the “Operating Partnership” mean Brixmor Operating Partnership LP and its consolidated subsidiaries. Unless the context otherwise requires, the terms “the Company,” “Brixmor,” “we,” “our” and “us” mean the Parent Company and the Operating Partnership, collectively.
The Parent Company is a real estate investment trust (“REIT”) that owns 100% of the common stock of BPG Subsidiary Inc. (“BPG Sub”), which, in turn, is the sole owner of Brixmor OP GP LLC (the “General Partner”), the sole general partner of the Operating Partnership. As of March 31, 2021, the Parent Company beneficially owned, through its direct and indirect interest in BPG Sub and the General Partner, 100% of the outstanding partnership common units (the “OP Units”) in the Operating Partnership.
The Company believes combining the quarterly reports on Form 10-Q of the Parent Company and the Operating Partnership into this single report:

Enhances investors’ understanding of the Parent Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
Eliminates duplicative disclosure and provides a more streamlined and readable presentation; and
Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.
Management operates the Parent Company and the Operating Partnership as one business. Because the Operating Partnership is managed by the Parent Company, and the Parent Company conducts substantially all of its operations through the Operating Partnership, the Parent Company’s executive officers are the Operating Partnership’s executive officers, and although, as a partnership, the Operating Partnership does not have a board of directors, we refer to the Parent Company’s board of directors as the Operating Partnership’s board of directors.
We believe it is important to understand the few differences between the Parent Company and the Operating Partnership in the context of how the Parent Company and the Operating Partnership operate as a consolidated company. The Parent Company is a REIT, whose only material asset is its indirect interest in the Operating Partnership. As a result, the Parent Company does not conduct business itself other than issuing public equity from time to time. The Parent Company does not incur any material indebtedness. The Operating Partnership holds substantially all of our assets. Except for net proceeds from public equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for OP Units, the Operating Partnership generates all capital required by the Company’s business. Sources of this capital include the Operating Partnership’s operations and its direct or indirect incurrence of indebtedness.
Equity, capital, and non-controlling interests are the primary areas of difference between the unaudited Condensed Consolidated Financial Statements of the Parent Company and those of the Operating Partnership. The Operating Partnership’s capital currently includes OP Units owned by the Parent Company through BPG Sub and the General Partner and has in the past and may in the future include OP Units owned by third parties. OP Units owned by third parties, if any, are accounted for in capital in the Operating Partnership’s financial statements and outside of equity in non-controlling interests in the Parent Company’s financial statements.
The Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have material assets other than its indirect investment in the Operating Partnership. Therefore, while equity, capital and non-controlling interests may differ as discussed above, the assets and liabilities of the Parent Company and the Operating Partnership are materially the same on their respective financial statements.
In order to highlight the differences between the Parent Company and the Operating Partnership, there are sections in this report that separately discuss the Parent Company and the Operating Partnership, including separate financial statements (but combined footnotes), separate controls and procedures sections, separate certification of periodic report under Section 302 of the Sarbanes-Oxley Act of 2002 and separate certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. In the sections that combine disclosure for the Parent Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company.
i


TABLE OF CONTENTS

Item No.Page
Part I - FINANCIAL INFORMATION
1.
Financial Statements
Brixmor Property Group Inc. (unaudited)
Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2021 and 2020
Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2021 and 2020
Condensed Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 2021 and 2020
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020
Brixmor Operating Partnership LP (unaudited)
Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2021 and 2020
Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2021 and 2020
Condensed Consolidated Statements of Changes in Capital for the Three Months Ended March 31, 2021 and 2020
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020
Brixmor Property Group Inc. and Brixmor Operating Partnership LP (unaudited)
Notes to Condensed Consolidated Financial Statements
2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
3.
Quantitative and Qualitative Disclosures about Market Risk
4.
Controls and Procedures
Part II - OTHER INFORMATION
1.
Legal Proceedings
1A.
Risk Factors
2.
Unregistered Sales of Equity Securities and Use of Proceeds
3.
Defaults Upon Senior Securities
4.
Mine Safety Disclosures
5.
Other Information
6.
Exhibits



ii



Forward-Looking Statements

This report may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include, but are not limited to, statements related to our expectations regarding the performance of our business, our financial results, our liquidity and capital resources and other non-historical statements. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include but are not limited to those described under the sections entitled “Risk Factors” in our Form 10-K for the year ended December 31, 2020 and in this report, as such factors may be updated from time to time in our periodic filings with the Securities and Exchange Commission (the “SEC”), which are accessible on the SEC’s website at http://www.sec.gov.

Currently, one of the most significant factors that could cause actual outcomes or results to differ materially from those indicated in these statements is the adverse effect of the current pandemic of the novel coronavirus (“COVID-19”) on the financial condition, operating results and cash flows of the Company, the Company’s tenants, the real estate market, the financial markets and the global economy. The COVID-19 pandemic has impacted us and our tenants significantly, and the extent to which it continues to impact us and our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the speed and effectiveness of vaccine and treatment developments and their deployment, public adoption rates of COVID-19 vaccines, potential mutations of COVID-19, including SARS-CoV-2 and the response thereto, the direct and indirect economic effects of the pandemic and containment measures, and potential sustained changes in consumer behavior, among others.

Additional factors that could cause actual outcomes or results to differ materially from those indicated in these statements include (1) changes in national, regional and local economies, due to global events such as international trade disputes, a foreign debt crisis, foreign currency volatility, or domestic issues, such as government policies and regulations, tariffs, energy prices, market dynamics, rising interest rates and unemployment or limited growth in consumer income; (2) local real estate market conditions, including an oversupply of space in, or a reduction in demand for, properties similar to those in our Portfolio; (3) competition from other available properties and e-commerce, and the attractiveness of properties in our Portfolio to our tenants; (4) ongoing disruption and/or consolidation in the retail sector, the financial stability of our tenants and the overall financial condition of large retailing companies, including their ability to pay rent and expense reimbursements; (5) in the case of percentage rents, the sales volume of our tenants; (6) increases in property operating expenses, including common area expenses, utilities, insurance and real estate taxes, which are relatively inflexible and generally do not decrease if revenue or occupancy decrease; (7) increases in the costs to repair, renovate and re-lease space; (8) earthquakes, tornadoes, hurricanes, damage from rising sea levels due to climate change, other natural disasters, epidemics and/or pandemics, including COVID-19, civil unrest, terrorist acts or acts of war, any of which may result in uninsured or underinsured losses; (9) changes in laws and governmental regulations, including those governing usage, zoning, the environment and taxes; and (10) legal costs incurred in connection with the SEC actions discussed under the heading “Legal Matters” in Note 15 – Commitments and Contingencies to our unaudited Condensed Consolidated Financial Statements in this report. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report and in our other periodic filings. Moreover, investors are cautioned to interpret many of the risks identified under the section entitled “Risk Factors” in our Form 10-K for the year ended December 31, 2020 as being heightened as a result of the COVID-19 pandemic. The forward-looking statements speak only as of the date of this report, and we expressly disclaim any obligation or undertaking to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except to the extent otherwise required by law.
iii


PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited, in thousands, except share information)
March 31,
2021
December 31,
2020
Assets
Real estate
Land
$1,737,338 $1,740,263 
Buildings and improvements
8,443,510 8,423,298 
10,180,848 10,163,561 
Accumulated depreciation and amortization
(2,706,805)(2,659,448)
Real estate, net
7,474,043 7,504,113 
Cash and cash equivalents
371,402 368,675 
Restricted cash
1,282 1,412 
Marketable securities
18,737 19,548 
Receivables, net
231,461 240,323 
Deferred charges and prepaid expenses, net
136,251 139,260 
Real estate assets held for sale
12,389 18,014 
Other assets
49,521 50,802 
Total assets$8,295,086 $8,342,147 
Liabilities
Debt obligations, net
$5,165,861 $5,167,330 
Accounts payable, accrued expenses and other liabilities
458,022 494,116 
Total liabilities5,623,883 5,661,446 
Commitments and contingencies (Note 15)  
Equity
Common stock, $0.01 par value; authorized 3,000,000,000 shares; 306,073,386 and 305,621,403
   shares issued and 296,946,394 and 296,494,411 shares outstanding
2,969 2,965 
Additional paid-in capital
3,211,665 3,213,990 
Accumulated other comprehensive loss
(22,486)(28,058)
Distributions in excess of net income
(520,945)(508,196)
Total equity2,671,203 2,680,701 
Total liabilities and equity$8,295,086 $8,342,147 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


1


W
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share data)
Three Months Ended March 31,
20212020
Revenues
Rental income$276,461 $280,402 
Other revenues3,285 1,899 
Total revenues279,746 282,301 
Operating expenses
Operating costs31,385 30,356 
Real estate taxes42,888 42,864 
Depreciation and amortization83,420 83,017 
Impairment of real estate assets1,467 4,598 
General and administrative24,645 22,597 
Total operating expenses183,805 183,432 
Other income (expense)
Dividends and interest87 124 
Interest expense(48,994)(47,354)
Gain on sale of real estate assets5,764 8,905 
Loss on extinguishment of debt, net(1,197)(5)
Other770 (758)
Total other expense(43,570)(39,088)
Net income$52,371 $59,781 
Net income per common share:
Basic$0.18 $0.20 
Diluted$0.18 $0.20 
Weighted average shares:
Basic297,110 297,841 
Diluted297,846 298,264 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2


BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited, in thousands)
Three Months Ended March 31,
20212020
Net income$52,371 $59,781 
Other comprehensive income (loss)
Change in unrealized gain (loss) on interest rate swaps, net (Note 6)5,666 (23,878)
Change in unrealized gain (loss) on marketable securities(94)179 
Total other comprehensive income (loss)5,572 (23,699)
Comprehensive income$57,943 $36,082 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



3


BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited, in thousands, except per share data)
Common Stock
NumberAmountAdditional Paid-in Capital
Accumulated
Other
Comprehensive
Loss
Distributions in Excess of Net IncomeTotal
Beginning balance, January 1, 2020297,857 $2,979 $3,230,625 $(9,543)$(480,204)$2,743,857 
Common stock dividends ($0.285 per common share)
— — — — (85,018)(85,018)
Equity based compensation expense— — 2,842 — — 2,842 
Other comprehensive loss— — — (23,699)— (23,699)
Issuance of common stock and OP Units242 2 — — — 2 
Repurchases of common stock(1,650)(17)(24,990)— — (25,007)
Share-based awards retained for taxes— — (3,405)— — (3,405)
Net income— — — — 59,781 59,781 
Ending balance, March 31, 2020296,449 $2,964 $3,205,072 $(33,242)$(505,441)$2,669,353 
Beginning balance, January 1, 2021296,494 $2,965 $3,213,990 $(28,058)$(508,196)$2,680,701 
Common stock dividends ($0.215 per common share)
— — — — (65,120)(65,120)
Equity based compensation expense— — 2,792 — — 2,792 
Other comprehensive income— — — 5,572 — 5,572 
Issuance of common stock and OP Units452 4 (4)— —  
Share-based awards retained for taxes— — (5,113)— — (5,113)
Net income— — — — 52,371 52,371 
Ending balance, March 31, 2021296,946 $2,969 $3,211,665 $(22,486)$(520,945)$2,671,203 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4


BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
Three Months Ended March 31,
20212020
Operating activities:
Net income$52,371 $59,781 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization83,420 83,017 
Accretion of debt premium and discount, net(725)(79)
Deferred financing cost amortization1,881 1,763 
Accretion of above- and below-market leases, net(2,930)(4,229)
Tenant inducement amortization and other2,071 897 
Impairment of real estate assets1,467 4,598 
Gain on sale of real estate assets(5,764)(8,905)
Equity based compensation 2,592 2,652 
Loss on extinguishment of debt, net1,197 5 
Changes in operating assets and liabilities:
Receivables, net7,084 (1,407)
Deferred charges and prepaid expenses(3,815)(6,995)
Other assets(58)(200)
Accounts payable, accrued expenses and other liabilities(28,278)(35,828)
Net cash provided by operating activities110,513 95,070 
Investing activities:
Improvements to and investments in real estate assets(62,844)(86,696)
Acquisitions of real estate assets(3,779)(2,020)
Proceeds from sales of real estate assets31,793 41,411 
Purchase of marketable securities(3,894)(3,328)
Proceeds from sale of marketable securities4,599 4,019 
Net cash used in investing activities(34,125)(46,614)
Financing activities:
Repayment of secured debt obligations (7,000)
Repayment of borrowings under unsecured revolving credit facility (7,500)
Proceeds from borrowings under unsecured revolving credit facility 646,000 
Proceeds from unsecured notes349,360  
Repayment of borrowings under unsecured term loans(350,000) 
Deferred financing and debt extinguishment costs(3,088)(404)
Distributions to common stockholders (64,950)(85,572)
Repurchases of common shares (25,007)
Repurchases of common shares in conjunction with equity award plans(5,113)(3,405)
Net cash provided by (used in) financing activities(73,791)517,112 
Net change in cash, cash equivalents and restricted cash2,597 565,568 
Cash, cash equivalents and restricted cash at beginning of period370,087 21,523 
Cash, cash equivalents and restricted cash at end of period$372,684 $587,091 
Reconciliation to consolidated balance sheets:
Cash and cash equivalents$371,402 $584,830 
Restricted cash1,282 2,261 
Cash, cash equivalents and restricted cash at end of period$372,684 $587,091 
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amount capitalized of $931 and $1,063
$54,388 $47,023 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5


BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited, in thousands, except unit information)
March 31,
2021
December 31,
2020
Assets
Real estate
Land
$1,737,338 $1,740,263 
Buildings and improvements
8,443,510 8,423,298 
10,180,848 10,163,561 
Accumulated depreciation and amortization
(2,706,805)(2,659,448)
Real estate, net
7,474,043 7,504,113 
Cash and cash equivalents
361,388 358,661 
Restricted cash
1,282 1,412 
Marketable securities
18,737 19,548 
Receivables, net
231,461 240,323 
Deferred charges and prepaid expenses, net
136,251 139,260 
Real estate assets held for sale
12,389 18,014 
Other assets
49,521 50,802 
Total assets$8,285,072 $8,332,133 
Liabilities
Debt obligations, net
$5,165,861 $5,167,330 
Accounts payable, accrued expenses and other liabilities
458,022 494,116 
Total liabilities5,623,883 5,661,446 
Commitments and contingencies (Note 15)  
Capital
Partnership common units; 306,073,386 and 305,621,403 units issued and 296,946,394 and
   296,494,411 units outstanding
2,683,676 2,698,746 
Accumulated other comprehensive loss(22,487)(28,059)
Total capital2,661,189 2,670,687 
Total liabilities and capital$8,285,072 $8,332,133 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

6


BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share data)
Three Months Ended March 31,
20212020
Revenues
Rental income$276,461 $280,402 
Other revenues3,285 1,899 
Total revenues279,746 282,301 
Operating expenses
Operating costs31,385 30,356 
Real estate taxes42,888 42,864 
Depreciation and amortization83,420 83,017 
Impairment of real estate assets1,467 4,598 
General and administrative24,645 22,597 
Total operating expenses183,805 183,432 
Other income (expense)
Dividends and interest87 124 
Interest expense(48,994)(47,354)
Gain on sale of real estate assets5,764 8,905 
Loss on extinguishment of debt, net(1,197)(5)
Other770 (758)
Total other expense(43,570)(39,088)
Net income$52,371 $59,781 
Net income per common unit:
Basic$0.18 $0.20 
Diluted$0.18 $0.20 
Weighted average units:
Basic297,110 297,841 
Diluted297,846 298,264 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

7


BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited, in thousands)
Three Months Ended March 31,
20212020
Net income$52,371 $59,781 
Other comprehensive income (loss)
Change in unrealized gain (loss) on interest rate swaps, net (Note 6)5,666 (23,878)
Change in unrealized gain (loss) on marketable securities(94)179 
Total other comprehensive income (loss)5,572 (23,699)
Comprehensive income$57,943 $36,082 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

8


BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL
(Unaudited, in thousands)
Partnership Common Units
Accumulated
Other
Comprehensive
Loss
Total
Beginning balance, January 1, 2020$2,753,385 $(9,544)$2,743,841 
Distributions to partners(85,017)— (85,017)
Equity based compensation expense2,842 — 2,842 
Other comprehensive loss— (23,699)(23,699)
Issuance of OP Units2 — 2 
Repurchases of OP Units(25,007)— (25,007)
Share-based awards retained for taxes(3,405)— (3,405)
Net income59,781 — 59,781 
Ending balance, March 31, 2020$2,702,581 $(33,243)$2,669,338 
Beginning balance, January 1, 2021$2,698,746 $(28,059)$2,670,687 
Distributions to partners(65,120)— (65,120)
Equity based compensation expense2,792 — 2,792 
Other comprehensive income— 5,572 5,572 
Share-based awards retained for taxes(5,113)— (5,113)
Net income52,371 — 52,371 
Ending balance, March 31, 2021$2,683,676 $(22,487)$2,661,189 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
9


BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
Three Months Ended March 31,
20212020
Operating activities:
Net income$52,371 $59,781 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization83,420 83,017 
Accretion of debt premium and discount, net(725)(79)
Deferred financing cost amortization1,881 1,763 
Accretion of above- and below-market leases, net(2,930)(4,229)
Tenant inducement amortization and other2,071 897 
Impairment of real estate assets1,467 4,598 
Gain on sale of real estate assets(5,764)(8,905)
Equity based compensation 2,592 2,652 
Loss on extinguishment of debt, net1,197 5 
Changes in operating assets and liabilities:
Receivables, net7,084 (1,407)
Deferred charges and prepaid expenses(3,815)(6,995)
Other assets(58)(200)
Accounts payable, accrued expenses and other liabilities(28,278)(35,828)
Net cash provided by operating activities110,513 95,070 
Investing activities:
Improvements to and investments in real estate assets(62,844)(86,696)
Acquisitions of real estate assets(3,779)(2,020)
Proceeds from sales of real estate assets31,793 41,411 
Purchase of marketable securities(3,894)(3,328)
Proceeds from sale of marketable securities4,599 4,019 
Net cash used in investing activities(34,125)(46,614)
Financing activities:
Repayment of secured debt obligations (7,000)
Repayment of borrowings under unsecured revolving credit facility (7,500)
Proceeds from borrowings under unsecured revolving credit facility 646,000 
Proceeds from unsecured notes349,360  
Repayment of borrowings under unsecured term loans(350,000) 
Deferred financing and debt extinguishment costs(3,088)(404)
Partner distributions and repurchases of OP Units(70,063)(113,983)
Net cash provided by (used in) financing activities(73,791)517,113 
Net change in cash, cash equivalents and restricted cash2,597 565,569 
Cash, cash equivalents and restricted cash at beginning of period360,073 21,507 
Cash, cash equivalents and restricted cash at end of period$362,670 $587,076 
Reconciliation to consolidated balance sheets:
Cash and cash equivalents$361,388 $584,815 
Restricted cash1,282 2,261 
Cash, cash equivalents and restricted cash at end of period$362,670 $587,076 
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amount capitalized of $931 and $1,063
$54,388 $47,023 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

10


BRIXMOR PROPERTY GROUP INC. AND BRIXMOR OPERATING PARTNERSHIP LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, dollars in thousands, unless otherwise stated)

1. Nature of Business and Financial Statement Presentation
Description of Business
Brixmor Property Group Inc. and subsidiaries (collectively, the “Parent Company”) is an internally-managed real estate investment trust (“REIT”). Brixmor Operating Partnership LP and subsidiaries (collectively, the “Operating Partnership”) is the entity through which the Parent Company conducts substantially all of its operations and owns substantially all of its assets. The Parent Company owns 100% of the common stock of BPG Subsidiary Inc. (“BPG Sub”), which, in turn, is the sole member of Brixmor OP GP LLC (the “General Partner”), the sole general partner of the Operating Partnership. The Parent Company engages in the ownership, management, leasing, acquisition, disposition and redevelopment of retail shopping centers through the Operating Partnership, and has no other substantial assets or liabilities other than through its investment in the Operating Partnership. 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, 2021, the Company’s portfolio was comprised of 389 shopping centers (the “Portfolio”) totaling approximately 68 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.

The Company does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company has a single reportable segment for disclosure purposes in accordance with U.S. generally accepted accounting principles (“GAAP”).

Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for the fair presentation of the unaudited Condensed Consolidated Financial Statements for the periods presented have been included. The operating results for the periods presented are not necessarily indicative of the results that may be expected for a full fiscal year. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2020 and accompanying notes included in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 11, 2021.

Principles of Consolidation
The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Parent Company, the Operating Partnership, each of their wholly owned subsidiaries and all other entities in which they have a controlling financial interest. All intercompany transactions have been eliminated.

Income Taxes
Brixmor Property Group Inc. 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, Brixmor Property Group Inc. must meet several organizational and operational requirements, including a requirement that it distribute at least 90% of its REIT taxable income, determined before the deduction for dividends paid and excluding net capital gains, to its stockholders on an annual basis. Management intends to satisfy these requirements and maintain Brixmor Property Group Inc.’s REIT status.

As a REIT, Brixmor Property Group Inc. generally will not be subject to U.S. federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under the Code. Brixmor Property Group Inc. conducts substantially all of its operations through the Operating Partnership which is organized as a limited partnership and treated as a pass-through entity for U.S. federal tax purposes. Therefore, U.S. federal income taxes do not materially impact the unaudited Condensed Consolidated Financial Statements of the Company.
11



If Brixmor Property Group Inc. fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal taxes at regular corporate rates and may not be able to qualify as a REIT for the four subsequent taxable years. Even if Brixmor Property Group Inc. qualifies for taxation as a REIT, Brixmor Property Group Inc. is subject to certain state and local taxes on its income and property, and to U.S. federal income and excise taxes on its undistributed taxable income as well as other income items, as applicable.

Brixmor Property Group Inc. has elected to treat certain of its subsidiaries as taxable REIT subsidiaries (each a “TRS”), and Brixmor Property Group Inc. may in the future elect to treat newly formed and/or other existing subsidiaries as TRSs. A TRS may participate in non-real estate related activities and/or perform non-customary services for tenants and is subject to certain limitations under the Code. A TRS is subject to U.S. federal, state and local income taxes at regular corporate rates. 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, 2021 and December 31, 2020. Open tax years generally range from 2017 through 2020 but may vary by jurisdiction and issue. The Company recognizes penalties and interest accrued related to unrecognized tax benefits as income tax expense, which is included in Other on the Company’s unaudited Condensed Consolidated Statements of Operations.

New Accounting Pronouncements
In October 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-16, Derivatives and Hedging (Topic 815). ASU 2018-16 was subsequently amended by ASU 2020-04, Reference Rate Reform (Topic 848) and ASU 2021-01, Reference Rate Reform (Topic 848). ASU 2018-16 amends guidance to permit the use of the Overnight Index Swap (“OIS”) rate based on the Secured Overnight Financing Rate (“SOFR”) as a U.S. benchmark interest rate for hedge accounting purposes under Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging. The standard became effective for the Company on January 1, 2019 and a prospective transition approach was required. The Company determined that the adoption of ASU 2018-16 did not have a material impact on the unaudited Condensed Consolidated Financial Statements of the Company.

ASU 2020-04 and ASU 2021-01 contain practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 and ASU 2021-01 is optional and may be elected over time as reference rate reform activities occur. The Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

Any other recently issued accounting standards or pronouncements not disclosed above have been excluded as they either are not relevant to the Company, or they are not expected to have a material effect on the unaudited Condensed Consolidated Financial Statements of the Company.













12


2. Acquisition of Real Estate
During the three months ended March 31, 2021, the Company acquired the following assets, in separate transactions:
Description(1)
LocationMonth AcquiredGLA
Aggregate Purchase Price(2)
Land at Ellisville Square (3)
Ellisville, MOJan-21N/A$2,014 
Outparcel adjacent to Cobblestone VillageSt. Augustine, FLFeb-215,040 1,520 
Land associated with Westgate PlazaWestfield, MAMar-21N/A245 
5,040 $3,779 
(1)No debt was assumed related to any of the listed acquisitions.
(2)Aggregate purchase price includes $0.2 million of transaction costs.
(3)The Company terminated a ground lease and acquired a land parcel.

During the three months ended March 31, 2020, the Company acquired the following asset:
Description(1)
LocationMonth AcquiredGLA
Aggregate Purchase Price(2)
Land adjacent to Shops at Palm LakesMiami Gardens, FLFeb-20N/A$2,020 
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.

The aggregate purchase price of the assets acquired during the three months ended March 31, 2021 and 2020, respectively, has been allocated as follows:
Three Months Ended March 31,
Assets20212020
Land$2,738 $2,020 
Buildings1,041  
Total assets acquired$3,779 $2,020 

3. Dispositions and Assets Held for Sale
During the three months ended March 31, 2021, the Company disposed of four shopping centers and four partial shopping centers for aggregate net proceeds of $31.8 million resulting in aggregate gain of $5.8 million and aggregate impairment of $1.5 million.

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 contingencies of $0.5 million from previously disposed assets resulting in aggregate gain of $1.4 million.












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As of March 31, 2021, the Company had one property and four partial properties held for sale. As of December 31, 2020, the Company had two properties and one partial property held for sale. The following table presents the assets and liabilities associated with the properties classified as held for sale:
AssetsMarch 31, 2021December 31, 2020
Land$2,221 $5,447 
Buildings and improvements13,878 16,481 
Accumulated depreciation and amortization(4,167)(4,693)
Real estate, net11,932 17,235 
Other assets457 779 
Assets associated with real estate assets held for sale$12,389 $18,014 
Liabilities
Below-market leases$541 $ 
Liabilities associated with real estate assets held for sale(1)
$541 $ 
(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, 2021 and 2020 as none of the dispositions represented a strategic shift in the Company’s business that would qualify as discontinued operations.

4. Real Estate
The Company’s components of Real estate, net consisted of the following:
March 31, 2021December 31, 2020
Land$1,737,338 $1,740,263 
Buildings and improvements:
Buildings and tenant improvements(1)
7,886,040 7,856,850 
Lease intangibles(2)
557,470 566,448 
10,180,848 10,163,561 
Accumulated depreciation and amortization(3)
(2,706,805)(2,659,448)
Total$7,474,043 $7,504,113 
(1)As of March 31, 2021 and December 31, 2020, Buildings and tenant improvements included accrued amounts, net of anticipated insurance proceeds, of $37.9 million and $33.0 million, respectively.
(2)As of March 31, 2021 and December 31, 2020, Lease intangibles consisted of $502.1 million and $509.3 million, respectively, of in-place leases and $55.3 million and $57.2 million, respectively, of above-market leases. These intangible assets are amortized over the term of each related lease.
(3)As of March 31, 2021 and December 31, 2020, Accumulated depreciation and amortization included $502.9 million and $507.7 million, respectively, of accumulated amortization related to Lease intangibles.

In addition, as of March 31, 2021 and December 31, 2020, the Company had intangible liabilities relating to below-market leases of $343.5 million and $345.7 million, respectively, and accumulated accretion of $262.0 million and $260.3 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.











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Below-market lease accretion income, net of above-market lease amortization for the three months ended March 31, 2021 and 2020 was $2.9 million and $4.2 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, 2021 and 2020 was $3.6 million and $5.5 million, respectively. These amounts are included in Depreciation and amortization on the Company’s unaudited Condensed Consolidated Statements of Operations. The Company’s estimated below-market lease accretion income, net of above-market lease amortization expense, and in-place lease amortization expense for the next five years are as follows:
Year ending December 31,
Below-market lease accretion (income), net of above-market lease amortization expense
In-place lease amortization expense
2021 (remaining nine months)$(8,254)$9,231 
2022(9,232)8,954 
2023(8,009)6,507 
2024(7,497)4,841 
2025(6,333)3,673 

5. Impairments
Management periodically assesses whether there are any indicators, including property operating performance, changes in anticipated hold period and general market conditions, including the impact of the novel coronavirus (“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 impairment during the three months ended March 31, 2021:
Three Months Ended March 31, 2021
Property Name(1)
LocationGLAImpairment Charge
Albany Plaza(2)
Albany, GA114,169 $1,467 
114,169 $1,467 
(1)The Company recognized an impairment charge based upon a change in the anticipated 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 three months ended March 31, 2021.

The Company recognized the following impairments during the three months ended March 31, 2020:
Three Months Ended March 31, 2020
Property Name(1)
LocationGLAImpairment Charge
Spring MallGreenfield, WI45,920 $4,584 
Parcel at Lakes Crossing(2)
Muskegon, MI4,990 14 
50,910 $4,598 
(1)The Company recognized impairment charges based upon changes in the anticipated hold periods of these properties and/or offers from third-party buyers in connection with the Company’s capital recycling program.
(2)The Company disposed of this partial property during the year ended December 31, 2020.

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 that have been impaired.

6. 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
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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
Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchanging the underlying notional amount. 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, 2021 and year ended December 31, 2020, the Company did not enter into any new interest rate swap agreements. During the three months ended March 31, 2021, the Company paid $1.1 million to terminate interest rate swaps with a notional amount of $250.0 million.

Detail on the Company’s interest rate derivatives designated as cash flow hedges outstanding as of March 31, 2021 and December 31, 2020 is as follows:
Number of InstrumentsNotional Amount
March 31, 2021December 31, 2020March 31, 2021December 31, 2020
Interest Rate Swaps57$550,000 $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, 2021 and December 31, 2020 is as follows:
Fair Value of Derivative Instruments
Interest rate swaps classified as:March 31, 2021December 31, 2020
Gross derivative assets$ $ 
Gross derivative liabilities(21,715)(28,225)
Net derivative liabilities$(21,715)$(28,225)

The gross derivative assets are included in Other assets and the gross derivative liabilities are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets. All of the Company’s outstanding interest rate swap agreements for the periods presented were designated as cash flow hedges of interest rate risk. The fair value of the Company’s interest rate derivatives is determined using market standard valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivative, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. 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, 2021 and 2020 is as follows:
Derivatives in Cash Flow Hedging Relationships
(Interest Rate Swaps)
Three Months Ended March 31,
20212020
Change in unrealized gain (loss) on interest rate swaps$2,599 $(23,831)
Amortization (accretion) of interest rate swaps to interest expense3,067 (47)
Change in unrealized gain (loss) on interest rate swaps, net$5,666 $(23,878)

The Company estimates that $9.1 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, 2021 and 2020.
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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, 2021 and December 31, 2020, the Company did not have any non-designated hedges.

Credit-risk-related Contingent Features
The Company has agreements with its derivative counterparties that contain provisions whereby if the Company defaults on certain of its indebtedness and the indebtedness has been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. If the Company were to breach any of the contractual provisions of the derivative contracts, it would be required to settle its obligations under such agreements at their termination value, including accrued interest.

7. Debt Obligations
As of March 31, 2021 and December 31, 2020, the Company had the following indebtedness outstanding:
Carrying Value as of
March 31,
2021
December 31,
2020
Stated
Interest
Rate(1)
Scheduled
Maturity
Date
Notes payable
Unsecured notes(2)(3)
$4,868,453 $4,518,453 
1.26% – 7.97%
2022 – 2030
Net unamortized premium30,025 31,390 
Net unamortized debt issuance costs(27,192)(25,232)
Total notes payable, net
$4,871,286 $4,524,611 
Unsecured Credit Facility and term loans
Unsecured Credit Facility - Revolving Facility
$ $ N/A2023
Unsecured $350 Million Term Loan
 350,000 N/AN/A
Unsecured $300 Million Term Loan(4)
300,000 300,000 1.37%2024
Net unamortized debt issuance costs
(5,425)(7,281)
Total Unsecured Credit Facility and term loans
$294,575 $642,719 
Total debt obligations, net
$5,165,861 $5,167,330 
(1)Stated interest rates as of March 31, 2021 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 3.65% as of March 31, 2021.
(3)Effective November 1, 2016, the Company has in place one interest rate swap agreement that converts the variable interest rate on 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) 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 $300.0 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.

2021 Debt Transactions
In March 2021, the Operating Partnership issued $350.0 million aggregate principal amount of 2.250% Senior Notes due 2028 (the “2028 Notes”) at 99.817% of par, the net proceeds of which were used to repay all outstanding indebtedness under the Company’s $350.0 million term loan agreement, as amended April 29, 2020 (the “$350 Million Term Loan”). The 2028 Notes bear interest at a rate of 2.250% per annum, payable semi-annually on April 1 and October 1 of each year, commencing October 1, 2021. The 2028 Notes will mature on April 1, 2028. The Operating Partnership may redeem the 2028 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 2028 Notes. If the 2028 Notes are redeemed on or after February 1, 2028 (two months prior to the maturity date), the redemption price will be equal to 100% of the principal amount of the 2028 Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date. The 2028 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.

During the three months ended March 31, 2021, as a result of the repayment of the $350 Million Term Loan, the Company recognized a $1.2 million loss on extinguishment of debt. Loss on extinguishment of debt includes $1.2 million of accelerated unamortized debt issuance costs.
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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 March 31, 2021.

Debt Maturities
As of March 31, 2021 and December 31, 2020, the Company had accrued interest of $40.7 million and $47.2 million outstanding, respectively. As of March 31, 2021, scheduled maturities of the Company’s outstanding debt obligations were as follows:
Year ending December 31,
2021 (remaining nine months)$ 
2022250,000 
2023500,000 
2024800,000 
2025700,000 
Thereafter2,918,453 
Total debt maturities5,168,453 
Net unamortized premium
30,025 
Net unamortized debt issuance costs
(32,617)
Total debt obligations, net$5,165,861 

As of the date the financial statements were issued, the Company’s scheduled debt maturities for the next 12 months were comprised of the Company’s $250.0 million Floating Rate Senior Notes due 2022. The Company has sufficient cash on hand to satisfy these scheduled debt maturities.

8. Fair Value Disclosures
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, 2021December 31, 2020
Carrying
Amounts
Fair
Value
Carrying
Amounts
Fair
Value
Notes payable$4,871,286 $5,210,692 $4,524,611 $5,012,523 
Unsecured Credit Facility and term loans294,575 300,520 642,719 651,639 
Total debt obligations, net$5,165,861 $5,511,212 $5,167,330 $5,664,162 

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).

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

Based on the above criteria, the Company has determined that the valuations of its debt obligations are classified within Level 3 of the fair value hierarchy. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition.

Recurring Fair Value
The Company’s marketable securities and interest rate derivatives are measured and recognized at fair value on a recurring basis. The valuations of the Company’s marketable securities are based primarily on publicly traded
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market values in active markets and are classified within Level 1 or 2 of the fair value hierarchy. See Note 6 for fair value information regarding the Company’s interest rate derivatives.

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, 2021
BalanceQuoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
Assets:
Marketable securities(1)
$18,737 $2,076 $16,661 $ 
Liabilities:
Interest rate derivatives$(21,715)$ $(21,715)$ 
Fair Value Measurements as of December 31, 2020
BalanceQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
Assets:
Marketable securities(1)
$19,548 $980 $18,568 $ 
Liabilities:
Interest rate derivatives$(28,225)$ $(28,225)$ 
(1)As of March 31, 2021 and December 31, 2020, marketable securities included $0.1 million and $0.2 million of net unrealized gains, respectively. As of March 31, 2021, 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, 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. Based on these inputs, the Company has determined that the valuations of these properties are classified within Level 3 of