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Brixmor Property Group Inc. - Annual Report: 2013 (Form 10-K)






UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
S
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
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 Inc.
(Exact name of registrant as specified in its charter)
Maryland
 
45-2433192
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

420 Lexington Avenue, New York, New York 10170
(Address of principal executive offices) (Zip code)

212-869-3000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, par value $0.01 per share.
New York Stock Exchange
Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes £ No S

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes £ No S

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. Yes S No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes S No £

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. S

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
£
 
Accelerated filer
£
Non-accelerated filer
S
 
Smaller reporting company
£
(Do not check if a smaller reporting company)
 
 
 
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No S

The aggregate market value of the voting stock held by non-affiliates of the registrant at June 30, 2013, was $0.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

229,689,960 common shares outstanding as of March 1, 2014

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A relating to the registrant's Annual Meeting of Stockholders to be held on June 12, 2014 will be incorporated by reference in this Form 10-K in response to Items 10, 11, 12, 13 and 14 of Part III. The definitive proxy statement will be filed with the SEC not later than 120 days after the registrant's fiscal year ended December 31, 2013.




TABLE OF CONTENTS

Item No.
 
Page
Part I
1.
Business
1A.
Risk Factors
1B.
Unresolved Staff Comments
2.
Properties
3.
Legal Proceedings
4.
Mine Safety Disclosures
Part II
5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
6.
Selected Financial Data
7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
7A.
Quantitative and Qualitative Disclosures about Market Risk
8
Financial Statements and Supplementary Data
9
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
9A.
Controls and Procedures
9B
Other Information
Part III
10.
Directors, Executive Officers, and Corporate Governance
11.
Executive Compensation
12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
13.
Certain Relationships and Related Transactions, and Director Independence
14.
Principal Accounting Fees and Services
Part IV
15.
Exhibits and Financial Statement Schedules


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Forward-Looking Statements


This report contains 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 which reflect our current views with respect to, among other things, our operations and financial performance. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “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 section entitled “Risk Factors” in this report, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov.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. The forward-looking statements speak only as of the date of this report, and we undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
Unless otherwise stated or indicated by context, all references to “we,” “us,” “our,” “ours,” “Brixmor” or the “Company” in this Annual Report refer to Brixmor Property Group Inc. and its consolidated subsidiaries.

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PART I


Item 1.     Business
Brixmor Property Group Inc. is an internally-managed real estate investment trust ("REIT") that owns and operates the largest wholly owned portfolio of grocery-anchored community and neighborhood shopping centers in the United States. Our portfolio as of December 31, 2013 was comprised of 558  shopping centers (“Total Portfolio”), including 522 shopping centers in our IPO Portfolio (see below) and 36 Non-Core Properties (see below).  In our IPO Portfolio, 521 of the shopping centers are 100% owned (“Consolidated Portfolio”). Our IPO Portfolio has approximately 87 million sq.ft. of gross leasable area ("GLA"). This high quality national portfolio is well diversified by geography, tenancy and retail format, with 70% of our shopping centers anchored by market-leading grocers. Our four largest tenants by annualized base rent (“ABR”) are The Kroger Co., TJX Companies, Wal-Mart Stores, Inc. and Publix Supermarkets, Inc. Our community and neighborhood shopping centers provide a mix of necessity and value-oriented retailers and are primarily located in the top 50 Metropolitan Statistical Areas (“MSAs"), surrounded by dense populations in established trade areas. Our company is led by a proven management team that is supported by a fully-integrated, scalable retail real estate operating platform. At December 31, 2013, our IPO Portfolio was 92.4% leased as compared to 91.3% at December 31, 2012.
On November 4, 2013 we completed an initial public offering (“IPO”) in which we sold approximately 47.4 million shares of our common stock, at an initial public offering price of $20.00 per share. We received net proceeds from the sale of shares in the IPO of approximately $893.9 million, after deducting $54.9 million in underwriting discounts, expenses and transaction costs. Of the total proceeds received, $824.7 million was used to pay down amounts outstanding under our unsecured credit facility. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Initial Public Offering and IPO Property Transfers.”
In connection with the IPO, we acquired interests in 43 properties (the “Acquired Properties”) from certain investment funds affiliated with The Blackstone Group L.P. (together with such affiliated funds, “Blackstone”) in exchange for 15,877,791 common units of partnership interest (the “OP Units”) in Brixmor Operating Partnership LP (the “Operating Partnership”) having a value equivalent to the value of the Acquired Properties. In connection with the acquisition of the Acquired Properties, we repaid $66.6 million of indebtedness to Blackstone attributable to certain of the Acquired Properties with a portion of the net proceeds of the IPO.
Also in connection with the IPO, the Company created a separate series of interest in the Operating Partnership that allocates to certain funds affiliated with The Blackstone Group L.P. and Centerbridge Partners, L.P. (owners of the Operating Partnership prior to the IPO) (the “pre-IPO owners”) all of the economic consequences of ownership of the Operating Partnership’s interest in 47 properties that the Operating Partnership historically held in its portfolio (the “Non-Core Properties”).  During 2013. the Company disposed of 11 of the Non-Core Properties. As of December 31, 2013 the Company owned a 100% interest in 33 of the Non-Core Properties and a 20% interest in three of the Non-Core Properties.  On January 15, 2014, the Operating Partnership caused all but one of the Non-Core Properties to be transferred to the pre-IPO owners.  It is expected that the Operating Partnership will transfer the one remaining Non-Core Property and redeem the separate series of interest in the Operating Partnership. The consolidated financial statements of the Company for the years ended December 31, 2013 and December 31, 2012 do not reflect the transfer of the 47 Non-Core Properties.
We refer to the acquisition of the Acquired Properties and the distribution of the Non-Core Properties as the "IPO Property Transfers" and to the properties that we owned immediately following the IPO Property Transfers as our "IPO Portfolio". Unless the context requires otherwise, when describing our portfolio of properties throughout this Form 10-K, we are referring to our IPO Portfolio.





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Our Shopping Centers
The following table provides summary information regarding our IPO Portfolio as of December 31, 2013.
Number of shopping centers
522
Gross leasable area (sq. ft.)
86.8 million
Percent grocery-anchored shopping centers (1)
70%
Average shopping center GLA (sq. ft.)
166,300
Occupancy
92%
Average ABR/SF
$11.93
Percent of ABR in top 50 U.S. MSAs
65%
Average effective age (2)
14 years
Percent of grocer anchors that are #1 or #2 in their respective markets (3)
77%
Average sales per square foot of GLA (“PSF”) of reporting grocers (4)
$525
Average population density (5)
183,000
Average household income (5)
$79,000

(1) Based on total number of shopping centers.
(2) Effective age is calculated based on the year of the most recent redevelopment of the shopping center or based on year built if no redevelopment has occurred.
(3) References to grocer anchors that are #1 or #2 are based on a combination of industry sources and management estimates of market share in these grocers’ respective markets and include all grocers identified by management as “specialty” grocers. Grocers that operate within a market under a shared banner but are owned by different parent companies and grocers that operate within a market under different banners but share a parent company are grouped as a single grocer.
(4) Year ended December 31, 2012.
(5) Demographics based on five-mile radius and weighted by ABR. Based on U.S. Census data provided by Synergos Technologies, Inc.
Business Objectives and Strategies
Our primary objective is to maximize total returns to our stockholders through a combination of growth and value-creation at the asset level supported by stable cash flows. We seek to achieve this through ownership of a large high quality, diversified portfolio of primarily grocery-anchored community and neighborhood shopping centers and by creating meaningful net operating income ("NOI") growth from this portfolio (see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Same Property NOI" - for information regarding our use of NOI, which is a non-GAAP measure). The major drivers of this growth will be a combination of occupancy increases across both our anchor and small shop space, positive rent spreads from below-market in-place rents and significant near-term lease rollover, through annual contractual rent increases across the portfolio and the realization of embedded anchor space repositioning / redevelopment opportunities. Our key strategies to achieve these objectives are summarized as follows and detailed below:
Leveraging our operating expertise to proactively lease and manage our assets
Achieving occupancy increases across both anchor and small shop space
Capitalizing on below-market expiring leases
Pursuing value-creating anchor space repositioning / redevelopment opportunities
Preserving portfolio diversification
Maintaining a flexible capital structure positioned for growth

Leveraging our Operating Expertise to Proactively Lease and Manage our Assets. We proactively manage our shopping centers with an emphasis on driving high occupancy rates with a solid base of nationally and regionally recognized tenants that generate substantial daily traffic. We also seek opportunities to refurbish, renovate and redevelop existing shopping centers, as appropriate, including expanding or repositioning existing tenants.

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We direct our leasing efforts at the corporate level through our national accounts team and at the regional level through our field network. We believe this strategy enables us to provide our national and regional retailers with a centralized, single point of contact, facilitates reviews of our entire shopping center portfolio and provides for standardized lease templates that streamline the lease execution process, while also accounting for market-specific trends.
Achieving Occupancy Increases Across Both Anchor and Small Shop Space. During 2013 we experienced strong leasing momentum in our IPO Portfolio and executed 787 new leases for an aggregate of approximately 3.4 million sq. ft., including 70 new anchor leases for spaces of at least 10,000 sq. ft., of which 31 were new leases for spaces of at least 20,000 sq. ft. As a result, our occupancy increased to 92.4% at December 31, 2013 from 91.3% at December 31, 2012 and the occupancy for spaces of at least 10,000 sq. ft. increased to 97.1% at December 31, 2013 from 96.1% at December 31, 2012. We believe that there is additional opportunity for further occupancy gains in our portfolio and that such improvement in anchor occupancy will drive strong new and renewal lease spreads and enable us to lease additional small shop space.
Capitalizing on Below-Market Expiring Leases. Our focus is to unlock opportunity and create value at the asset level and increase cash flow by increasing rental rates through the renewal of expiring leases or re-leasing of space to new tenants with limited downtime. As part of our targeted leasing strategy, we constantly seek to maximize rental rates and improve the tenant quality and credit profile of our portfolio. We believe our above average lease expiration schedule, as compared to our historic annual expirations, with below-market expiring rents will enable us to renew leases or sign new leases at higher rates. During 2013 in our IPO Portfolio, we experienced new lease rent spreads of 29.5% and blended lease spreads of 9.8%. We believe that this performance will continue given our future expiration schedule of 8.7% of our leased GLA due to expire in 2014, 15.2% in 2015 and 14.8% in 2016, with an average expiring ABR/SF of $11.13 compared to an average ABR/SF of $12.38 for new and renewal leases signed during 2013, with an average ABR/SF of $13.69 for new leases and $11.90 for renewal leases. This represents a significant near-term opportunity to mark a substantial percentage of the portfolio to market.
Pursuing Value-Creating Anchor Space Repositioning / Redevelopment Opportunities. We evaluate our IPO Portfolio on an ongoing basis to identify value-creating anchor space repositioning / redevelopment opportunities. These efforts are tenant-driven and focus on renovating, re-tenanting and repositioning assets and generally present higher risk-adjusted returns than new developments. Potential new projects include value-creation opportunities that have been previously identified within our portfolio, as well as new opportunities created by the lack of meaningful community and neighborhood shopping center development in the United States. We may occasionally seek to acquire non-owned anchor spaces and land parcels at, or adjacent, to our shopping centers in order to facilitate redevelopment projects. In addition, as we own a vast majority of our anchor spaces greater than 35,000 sq. ft., we have important operational control in the positioning of our shopping centers in the event an anchor ceases to operate and flexibility in working with new and existing anchor tenants as they seek to expand or reposition their stores.
During 2013, we completed 26 anchor space repositioning / redevelopment projects in our IPO Portfolio, with average targeted NOI yields of 18%. The aggregate cost of these projects was approximately $88.9 million. We expect average targeted NOI yields of 13% and an aggregate cost of $88.7 million for our 19 currently active anchor space repositioning / redevelopment projects.
As a result of the historically low number of new shopping center developments in the United States, redevelopment opportunities are critical in allowing us to meet space requirements for new store growth and accommodate the evolving prototypes of our retailers. We expect to maintain our current pace of anchor space repositioning / redevelopment projects over the foreseeable future. We believe such projects are critical to the success of our company, as it provides incremental growth in NOI, drives small shop leasing, improves the value and quality of our shopping centers and increases consumer traffic. We intend to fund these efforts through cash from operations.
Preserving Portfolio Diversification. We seek to achieve diversification by the geographic distribution of our shopping centers and the breadth of our tenant base and tenant business lines. We believe this diversification serves to insulate us from macro-economic cycles and reduces our exposure to any single market or retailer.
The shopping centers in our IPO Portfolio are strategically located across 38 states and throughout more than 170 MSAs, with 64.6% of our ABR derived from shopping centers located in the top 50 MSAs with no one MSA accounting for more than 6.6% of our ABR, in each case as of December 31, 2013.

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In total, we have approximately 5,600 diverse national, regional and local retailers with approximately 9,730 leases in our IPO Portfolio. As a result, our 10 largest tenants accounted for only 18.1% of our ABR, and our two largest tenants, Kroger and TJX Companies, together accounted for only 6.6% of our ABR as of December 31, 2013. Our largest shopping center represents only 1.5% of our ABR as of December 31, 2013.
Maintaining a Flexible Capital Structure Positioned for Growth. The capital structure resulting from our IPO and related transactions provides us with financial flexibility and capacity to fund our current growth capital needs, as well as future opportunities. In 2013, we completed a $2.75 billion unsecured credit facility with a lending group comprised of top-tier financial institutions under which we had $1.1 billion of undrawn capacity as of December 31, 2013. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Our Liquidity and Capital Resources.”
We believe we have strong access to multiple forms of capital, including unsecured corporate level debt, preferred equity and additional credit facilities, which will provide us with a competitive advantage over smaller, more highly leveraged or privately-held shopping center companies.
We intend to continue to enhance our financial and operating flexibility through ongoing commitment to ladder and extend the duration of our debt, further expand our unencumbered asset pool, and to pursue an investment grade credit rating with the major credit rating agencies.
The strategies discussed above are periodically reviewed by our Board of Directors and while it does not have any present intention to amend or revise its strategy, the Board of Directors may do so at anytime without a vote of the Company’s shareholders.
Competition
We face considerable competition in the leasing of real estate, which is a highly competitive market. We compete with a number of other companies in providing leases to prospective tenants and in re-leasing space to current tenants upon expiration of their respective leases. We believe that the principal competitive factors in attracting tenants in our market areas are location, co-tenants and physical conditions of our shopping centers. In this regard, we proactively manage and, where and when appropriate, redevelop and upgrade, our shopping centers, with an emphasis on maintaining high occupancy rates with a strong base of nationally and regionally recognized anchor tenants that generate substantial daily traffic. In addition, we believe that the breadth of our national portfolio of shopping centers, and the local knowledge and market intelligence derived from our regional operating team, as well as the close relationships we have established with certain major, national and regional retailers, allow us to maintain a competitive position.
Environmental Exposure
We are subject to federal, state and local environmental regulations that apply generally to the ownership of real property and the operations conducted on real property. Under various federal, state and local laws, ordinances and regulations, we may be considered an owner or operator of real property or may have arranged for the disposal or treatment of hazardous or toxic substances or petroleum product releases at a property and, therefore, may become liable for the costs of removal or remediation of certain hazardous substances released on or in our property or disposed of by us or our tenants, as well as certain other potential costs which could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property). Such liability may be imposed whether or not we knew of, or were responsible for, the presence of these hazardous or toxic substances. As is common with community and neighborhood shopping centers, many of our properties had or have on-site dry cleaners and/or on-site gasoline retailing facilities. These operations could potentially result in environmental contamination at the properties. The cost of investigation, remediation or removal of such substances may be substantial, and the presence of such substances, or the failure to properly remediate such substances, may adversely affect our ability to sell or rent such property or to borrow using such property as collateral.
We are aware that soil and groundwater contamination exists at some of our properties. The primary contaminants of concern at these properties include perchloroethylene and trichloroethylene (associated with the operations of on-site dry cleaners) and petroleum hydrocarbons (associated with the operations of on-site gasoline retailing facilities). There may also be asbestos-containing materials at some of our properties. While we do not expect the environmental conditions at our properties, for which exposure has been mitigated through insurance coverage specific to environmental conditions, considered as a whole, to have a material adverse effect on us, there can be no

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assurance that this will be the case. Further, no assurance can be given that any environmental studies performed have identified or will identify all material environmental conditions that may exist with respect to any of the properties in our portfolio.
Employees
As of December 31, 2013, we had approximately 456 employees. Four of our employees are covered by a collective bargaining agreement, and we consider our employee relations to be good.
Financial Information about Industry Segments
Our principal business is the ownership and operation of community and neighborhood shopping centers. We do not distinguish or group our operations on a geographical basis when measuring performance. Accordingly, we believe we have a single reportable segment for disclosure purposes in accordance with GAAP. In the opinion of our management, no material part of our and our subsidiaries’ business is dependent upon a single tenant, the loss of any one of which would have a material adverse effect on us, and no single tenant accounts for 5% or more of our consolidated revenues. During 2013, no single shopping center and no one tenant accounted for more than 5% of our consolidated assets or consolidated revenues.
REIT Qualification
We made a tax election to be treated as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2011 and expect to continue to operate so as to qualify as a REIT. So long as we qualify as a REIT, we generally will not be subject to U.S. federal income tax on net taxable income that we distribute annually to our stockholders. In order to qualify as a REIT for U.S. federal income tax purposes, we must continually satisfy tests concerning, among other things, the real estate qualification of sources of our income, the composition and values of our assets, the amounts we distribute to our stockholders and the diversity of ownership of our stock. In order to comply with REIT requirements, we may need to forego otherwise attractive opportunities and limit our expansion opportunities and the manner in which we conduct our operations. See “Risk Factors-Risks Related to our REIT Status and Certain Other Tax Items.”
Corporate Headquarters
Brixmor Property Group Inc., a Maryland corporation, was incorporated in Delaware on May 27, 2011, changed its name to Brixmor Property Group Inc. on June 17, 2013 and changed its jurisdiction of incorporation to Maryland on November 4, 2013. Our principal executive offices are located at 420 Lexington Avenue, New York, New York 10170, and our telephone number is (212) 869-3000.
Our website address is www.brixmor.com. Information on our website is not incorporated by reference herein and is not a part of this Annual Report on Form 10-K. We make available free of charge on our website or provide a link on our website to our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after those reports are electronically filed with, or furnished to, the SEC. To access these filings, go to the “Financial Information” portion of our “Investors” page on our website, and then click on “SEC Filings.” You may also read and copy any document we file at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, DC 20549. Call the SEC at 1-800-SEC-0330 for further information on the public reference room. In addition, these reports and the other documents we file with the SEC are available at a website maintained by the SEC at htttp:\\www.sec.gov.
From time to time, we may use our website as a channel of distribution of material information. Financial and other material information regarding our company is routinely posted on and accessible at www.brixmor.com. In addition, you may automatically receive e-mail alerts and other information about our company by enrolling your e-mail address by visiting “Email Alerts” under the “Information Request” section of the “Investors” portion of our website at http:\\www.brixmor.com.

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Item 1A. Risk Factors

Risks Related to Our Properties and Our Business

Adverse global, national and regional economic, market and real estate conditions may adversely affect our performance.

Properties in our portfolio consist of community and neighborhood shopping centers. Our performance is, therefore, subject to risks associated with owning and operating these types of real estate assets, including: (1) changes in national, regional and local economic climates; (2) local conditions, including an oversupply of space in, or a reduction on demand for, properties similar to those in our portfolio; (3) the attractiveness of properties in our portfolio to tenants; (4) the financial stability of tenants, including the ability of tenants to pay rent; (5) competition from other available properties; (6) changes in market rental rates; (7) changes in demographics (including number of households and average household income) surrounding our properties; (8) the need to periodically fund the costs to repair, renovate and re-lease space; (9) changes in operating costs, including costs for maintenance, utilities, insurance and real estate taxes; (10) earthquakes, tornadoes, hurricanes and other natural disasters, civil unrest, terrorist acts or acts of war, which may result in uninsured or underinsured losses; (11) the fact that the expenses of owning and operating properties are not necessarily reduced when circumstances such as market factors and competition cause a reduction in income from the properties; and (12) changes in laws and governmental regulations, including those governing usage, zoning, the environment and taxes.
Additionally, because properties in our portfolio consist of shopping centers, our performance is linked to general economic conditions in the market for retail space. The market for retail space has been and may continue to be adversely affected by weakness in the national, regional and local economies, the adverse financial condition of some large retailing companies, the consolidation in the retail sector, the excess amount of retail space in certain markets and increasing consumer purchases via the internet. To the extent that any of these conditions worsen, they are likely to affect market rents and overall demand for retail space. In addition, we may face challenges in property management and maintenance or incur increased operating costs, such as real estate taxes, insurance and utilities, which may make properties unattractive to tenants. The loss of rental revenues from a number of our tenants and our inability to replace such tenants may adversely affect our profitability and ability to meet our debt and other financial obligations.

We face considerable competition in the leasing market and may be unable to renew leases or re-lease space as leases expire. Consequently, we may be required to make rent or other concessions and/or significant capital expenditures to improve our properties in order to retain and attract tenants, which could adversely affect our financial condition and results of operations.

We compete with a number of other companies in providing leases to prospective tenants and in re-leasing space to current tenants upon expiration of their respective leases. If our tenants decide not to renew or extend their leases upon expiration, we may not be able to re-lease the space. Even if the tenants do renew or we can re-lease the space, the terms of renewal or re-leasing, including the cost of required renovations or concessions to tenants, may be less favorable or more costly than current lease terms or than expectations for the space. As of December 31, 2013, leases are scheduled to expire on a total of approximately 8.7% of leased GLA at our properties in our IPO Portfolio during 2014. We may be unable to promptly renew the leases or re-lease this space, or the rental rates upon renewal or re-leasing may be significantly lower than expected rates, which could adversely affect our financial condition and results of operations.

We face considerable competition for the tenancy of our lessees and the business of retail shoppers.

There are numerous shopping venues that compete with our properties in attracting retailers to lease space and shoppers to patronize their properties. In addition, tenants at our properties face continued competition from retailers at regional malls, outlet malls and other shopping centers, catalog companies and internet sales. In order to maintain our attractiveness to retailers and shoppers, we are required to reinvest in our properties in the form of capital improvements. If we fail to reinvest in and redevelop our properties so as to maintain their attractiveness to retailers and shoppers, our revenue and profitability may suffer. If retailers or shoppers perceive that shopping at other venues, online or by phone is more convenient, cost-effective or otherwise more attractive, our revenues and profitability may also suffer.



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Our performance depends on the collection of rent from the tenants at the properties in our portfolio, those tenants’ financial condition and the ability of those tenants to maintain their leases.

A substantial portion of our income is derived from rental income from real property. As a result, our performance depends on the collection of rent from tenants at the properties in our portfolio. Our income would be negatively affected if a significant number of the tenants at the properties in our portfolio or any major tenants, among other things: (1) decline to extend or renew leases upon expiration; (2) renew leases at lower rates; (3) fail to make rental payments when due; (4) experience a downturn in their business; or (5) become bankrupt or insolvent.
Any of these actions could result in the termination of the tenant’s lease and our loss of rental income. In addition, under certain lease agreements, lease terminations by an anchor tenant or a failure by that anchor tenant to occupy the premises could also result in lease terminations or reductions in rent by other tenants in such shopping centers. In these events, we cannot be certain that any tenant whose lease expires will renew or that we will be able to re-lease space on economically advantageous terms. The loss of rental revenues from a number of tenants and difficulty replacing such tenants, particularly in the case of a substantial tenant with leases in multiple locations, may adversely affect our profitability and our ability to meet debt and other financial obligations.

We may be unable to collect balances due from tenants that file for bankruptcy protection.

If a tenant or lease guarantor files for bankruptcy, we may not be able to collect all pre-bankruptcy amounts owed by that party. In addition, a tenant that files for bankruptcy protection may terminate its lease with us, in which event we would have a general unsecured claim against such tenant that would likely be worth less than the full amount owed to us for the remainder of the lease term, which could adversely affect our financial condition and results of operations.

Real estate property investments are illiquid, and it may not be possible to dispose of assets when appropriate or on favorable terms.

Real estate property investments generally cannot be disposed of quickly, and a return of capital and realization of gains, if any, from an investment generally occur upon the disposition or refinancing of the underlying property. Our ability to dispose of properties on advantageous terms depends on factors beyond our control, including competition from other sellers and the availability of attractive financing for potential buyers of our properties, and we cannot predict the various market conditions affecting real estate investments that will exist at any particular time in the future. Furthermore, we may be required to expend funds to correct defects or to make improvements before a property can be sold. We cannot assure our stockholders that we will have funds available to correct such defects or to make such improvements and, therefore, we may be unable to sell the property or may have to sell it at a reduced cost. As a result of these real estate market characteristics, we may be unable to realize our investment objectives by sale, other disposition or refinancing at attractive prices or within any desired period of time. The ability to sell assets in our portfolio may also be restricted by certain covenants in our debt agreements and the credit agreement governing our Unsecured Credit Facility. As a result, we may be required to dispose of assets on less than favorable terms, if at all, and we may be unable to vary our portfolio in response to economic or other conditions, which could adversely affect our financial position.

Our expenses may remain constant or increase, even if income from our properties decreases, causing our financial condition and results of operations to be adversely affected.

Costs associated with our business, such as mortgage payments, real estate and personal property taxes, insurance, utilities and corporate expenses, are relatively inflexible and generally do not decrease, and may increase, when a property is not fully occupied, rental rates decrease, a tenant fails to pay rent or other circumstances cause our revenues to decrease. If we are unable to decrease our operating costs when our revenue declines, our financial condition, results of operations and ability to make distributions to our stockholders may be adversely affected. In addition, inflationary price increases could result in increased operating costs for us and our tenants and, to the extent we are unable to pass along those price increases or are unable to recover operating expenses from tenants, our operating expenses may increase, which could adversely affect our financial condition, results of operations and ability to make distributions to our stockholders. Conversely, deflation can result in a decline in general price levels caused by a decreased in the supply of money or credit. The predominant effects of deflation are high unemployment, credit contraction and weakened consumer demand.



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Our cash flows and operating results could be adversely affected by required payments of debt or related interest and other risks of our debt financing.

We are generally subject to risks associated with debt financing. These risks include: (1) our cash flow may not be sufficient to satisfy required payments of principal and interest; (2) we may not be able to refinance existing indebtedness on our properties as necessary or the terms of the refinancing may be less favorable to us than the terms of existing debt; (3) required debt payments are not reduced if the economic performance of any property declines; (4) debt service obligations could reduce funds available for distribution to our stockholders and funds available for capital investment; (5) any default on our indebtedness could result in acceleration of those obligations and possible loss of property to foreclosure; and (6) the risk that necessary capital expenditures for purposes such as re-leasing space cannot be financed on favorable terms. The aggregate principal amount of our existing indebtedness that will mature in 2014 is $328.0 million as of December 31, 2013. It is expected that this maturity will be primarily addressed through borrowings under the Unsecured Credit Facility and other unsecured borrowings. If a property is mortgaged to secure payment of indebtedness and we cannot make the mortgage payments, we may have to surrender the property to the lender with a consequent loss of any prospective income and equity value from such property. Any of these risks could place strains on our cash flows, reduce our ability to grow and adversely affect our results of operations.

We utilize a significant amount of indebtedness in the operation of our business.

As of December 31, 2013, we had approximately $6.1 billion aggregate principal amount of indebtedness outstanding. Our leverage could have important consequences to us. For example, it could (1) result in the acceleration of a significant amount of debt for non-compliance with the terms of such debt or, if such debt contains cross default or cross-acceleration provisions, other debt; (2) result in the loss of assets, including our shopping centers, due to foreclosure or sale on unfavorable terms, which could create taxable income without accompanying cash proceeds; (3) materially impair our ability to borrow unused amounts under existing financing arrangements or to obtain additional financing or refinancing on favorable terms or at all; (4) require us to dedicate a substantial portion of our cash flow to paying principal and interest on our indebtedness, reducing the cash flow available to fund our business, to pay dividends, including those necessary to maintain our REIT qualification, or to use for other purposes; (5) increase our vulnerability to an economic downturn; (6) limit our ability to withstand competitive pressures; or (7) reduce our flexibility to respond to changing business and economic conditions.
If any of the foregoing occurs, our business, financial condition, liquidity, results of operations and prospects could be materially and adversely affected, and the trading price of our common stock or other securities could decline significantly.

 
We may be unable to obtain financing through the debt and equity markets, which would have a material adverse effect on our growth strategy and our financial condition and results of operations.

We cannot assure you that we will be able to access the capital and credit markets to obtain additional debt or equity financing or that we will be able to obtain financing on terms favorable to us. Our inability to obtain financing could have negative effects on our business. Among other things, we could have great difficulty acquiring, re-developing or maintaining our properties, which would materially and adversely affect our business strategy and portfolio, and may result in our (1) liquidity being adversely affected; (2) inability to repay or refinance our indebtedness on or before its maturity; (3) making higher interest and principal payments or selling some of our assets on terms unfavorable to us to service our indebtedness; or (4) issuing additional capital stock, which could further dilute the ownership of our existing stockholders.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Borrowings under our Unsecured Credit Facility bear interest at variable rates and expose us to interest rate risk. If interest rates were to increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash flows will correspondingly decrease. Assuming all capacity under our Unsecured Credit Facility was fully drawn, each quarter point change in interest rates would result in a $3.1 million change in annual interest expense on our indebtedness under our new Unsecured Credit Facility. We have entered into interest rate swaps that involve the exchange of floating for fixed rate interest

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payments in order to reduce interest rate volatility. However, we may not maintain interest rate swaps with respect to all of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk.

Mortgage debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in a property or group of properties subject to mortgage debt.

As of December 31, 2013, mortgage debt outstanding was approximately $3.9 billion, excluding the impact of unamortized premiums. If a property or group of properties is mortgaged to secure payment of debt and we are unable to meet mortgage payments, the holder of the mortgage or lender could foreclose on the property, resulting in a loss of our investment. Alternatively, if we decide to sell assets in the current market to raise funds to repay matured debt, it is possible that these properties will be disposed of at a loss. Also, certain of the mortgages contain customary negative covenants which, among other things, limit our ability, without the prior consent of the lender, to further mortgage the property, to enter into new leases or materially modify existing leases with respect to the property.

Covenants in our debt agreements may restrict our operating activities and adversely affect our financial condition.

Our debt agreements contain financial and/or operating covenants, including, among other things, certain coverage ratios, as well as limitations on the ability to incur secured and unsecured debt. These covenants may limit our operational flexibility and acquisition and disposition activities. Moreover, if any of the covenants in these debt agreements are breached and not cured within the applicable cure period, we could be required to repay the debt immediately, even in the absence of a payment default. As a result, a default under applicable debt covenants could have an adverse effect on our financial condition or results of operations.

Current and future redevelopment or real estate property acquisitions may not yield expected returns.

We are involved in several redevelopment projects and may invest in additional redevelopment projects and property acquisitions in the future. Redevelopment and property acquisitions are subject to a number of risks, including: (1) abandonment of redevelopment or acquisition activities after expending resources to determine feasibility; (2) construction and/or lease-up delays; (3) cost overruns, including construction costs that exceed original estimates; (4) failure to achieve expected occupancy and/or rent levels within the projected time frame, if at all; (5) inability to operate successfully in new markets where new properties are located; (6) inability to successfully integrate new properties into existing operations; (7) difficulty obtaining financing on acceptable terms or paying operating expenses and debt service costs associated with redevelopment properties prior to sufficient occupancy; (8) delays or failures to obtain necessary zoning, occupancy, land use and other governmental permits; (9) exposure to fluctuations in the general economy due to the significant time lag between commencement and completion of redevelopment projects; and (10) changes in zoning and land use laws. If any of these events occur, overall project costs may significantly exceed initial cost estimates, which could result in reduced returns or losses from such investments. In addition, we may not have sufficient liquidity to fund such projects, and delays in the completion of a redevelopment project may provide various tenants the right to withdraw from a property.

An uninsured loss on properties or a loss that exceeds the limits of our insurance policies could result in a loss of our investment or related revenue in our portfolio.

We carry comprehensive liability, fire, extended coverage, rental loss and acts of terrorism insurance with policy specifications and insured limits customarily carried for similar properties. There are, however, certain types of losses, such as from hurricanes, tornadoes, floods, terrorism, wars or earthquakes, which may be uninsurable, or the cost of insuring against such losses may not be economically justifiable. In addition, tenants generally are required to indemnify and hold us harmless from liabilities resulting from injury to persons or damage to personal or real property, on the premises, due to activities conducted by tenants or their agents on the properties (including without limitation any environmental contamination), and at the tenant’s expense, to obtain and keep in full force during the term of the lease, liability and property damage insurance policies. However, tenants may not properly maintain their insurance policies or have the ability to pay the deductibles associated with such policies. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged. Should a loss occur that is uninsured or in an amount exceeding the combined aggregate limits for the policies noted above, or in the event of a loss that is subject to a substantial

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deductible under an insurance policy, we could lose all or part of our capital invested in, and anticipated revenue from, one or more of the properties, which could have a material adverse effect on our operating results and financial condition.

Environmental conditions that exist at some of our properties could result in significant unexpected costs.

We are subject to federal, state and local environmental regulations that apply generally to the ownership of real property and the operations conducted on real property. Under various federal, state and local laws, ordinances and regulations, we may be considered an owner or operator of real property or may have arranged for the disposal or treatment of hazardous or toxic substances or petroleum product releases at a property and, therefore, may become liable for the costs of removal or remediation of certain hazardous substances released on or in our property or disposed of by us or our tenants, as well as certain other potential costs which could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property). Such liability may be imposed whether or not we knew of, or were responsible for, the presence of these hazardous or toxic substances. As is common with community and neighborhood shopping centers, many of our properties had or have on-site dry cleaners and/or on-site gasoline retailing facilities. These operations could potentially result in environmental contamination at the properties. The cost of investigation, remediation or removal of such substances may be substantial, and the presence of such substances, or the failure to properly remediate such substances, may adversely affect our ability to sell or rent such property or to borrow using such property as collateral.
We are aware that soil and groundwater contamination exists at some of our properties. The primary contaminants of concern at these properties include perchloroethylene and trichloroethylene (associated with the operations of on-site dry cleaners) and petroleum hydrocarbons (associated with the operations of on-site gasoline retailing facilities). There may also be asbestos-containing materials at some of our properties. While we do not expect the environmental conditions at our properties, considered as a whole, to have a material adverse effect on us, there can be no assurance that this will be the case. Further, no assurance can be given that any environmental studies performed have identified or will identify all material environmental conditions that may exist with respect to any of the properties in our portfolio.
Further information relating to recognition of remediation obligation in accordance with GAAP is provided in the consolidated financial statements and notes thereto included in this report.

Compliance with the Americans with Disabilities Act and fire, safety and other regulations may require us to make expenditures that adversely affect our cash flows.

All of the properties in our portfolio are required to comply with the Americans with Disabilities Act (“ADA”). The ADA has separate compliance requirements for “public accommodations” and “commercial facilities,” but generally requires that buildings be made accessible to people with disabilities. Compliance with the ADA requirements could require removal of access barriers, and non-compliance could result in imposition of fines by the United States government or an award of damages to private litigants, or both. Although we believe the properties in our portfolio substantially comply with present requirements of the ADA, we have not conducted an audit or investigation of all of our properties to determine our compliance. While the tenants to whom our properties are leased are obligated by law to comply with the ADA provisions, and typically under tenant leases are obligated to cover costs associated with compliance, if required changes involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of these tenants to cover costs could be adversely affected. As a result, we could be required to expend funds to comply with the provisions of the ADA, which could adversely affect our results of operations and financial condition. In addition, we are required to operate the properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental agencies and bodies and become applicable to the properties. We may be required to make substantial capital expenditures to comply with, and we may be restricted in our ability to renovate the properties subject to, those requirements. The resulting expenditures and restrictions could have a material adverse effect on our ability to meet our financial obligations.

We have experienced losses in the past, and we may experience similar losses in the future.

For each of the years ended December 31, 2013 and 2012 and the period from January 1, 2011 to June 27, 2011, we experienced net losses. Our losses are primarily attributable to non-cash items, such as depreciation, amortization and impairments. Please see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the notes thereto included elsewhere in this

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form 10-K for a discussion of our operational history and the factors accounting for such losses. We cannot assure you that, in the future, we will be profitable or that we will realize growth in the value of our assets.

Our real estate assets may be subject to impairment charges.

On a periodic basis, we assess whether there are any indicators that the value of our real estate assets and other investments may be impaired. A property’s value is considered to be impaired only if the estimated aggregate future cash flows (undiscounted and without interest charges) to be generated by the property are less than the carrying value of the property. In our estimate of cash flows, we consider factors such as expected future operating income, trends and prospects, the effects of demand, competition and other factors. If we are evaluating the potential sale of an asset or development alternatives, the undiscounted future cash flows considers the most likely course of action at the balance sheet date based on current plans, intended holding periods and available market information. We are required to make subjective assessments as to whether there are impairments in the value of our real estate assets and other investments. These assessments may have a direct impact on our earnings because recording an impairment charge results in an immediate negative adjustment to earnings. There can be no assurance that we will not take additional charges in the future related to the impairment of our assets. Any future impairment could have a material adverse effect on our results of operations in the period in which the charge is taken.

 We face risks relating to cybersecurity attacks that could cause loss of confidential information and other business disruptions.

We rely extensively on computer systems to process transactions and manage our business, and our business is at risk from and may be impacted by cybersecurity attacks. These could include attempts to gain unauthorized access to our data and computer systems. Attacks can be both individual and/or highly organized attempts organized by very sophisticated hacking organizations. We employ a number of measures to prevent, detect and mitigate these threats, which include password protection, frequent password change events, firewall detection systems, frequent backups, a redundant data system for core applications and annual penetration testing; however, there is no guarantee such efforts will be successful in preventing a cyber attack. A cybersecurity attack could compromise the confidential information of our employees, tenants and vendors. A successful attack could disrupt and affect the business operations.

We are highly dependent upon senior management, and failure to attract and retain key members of senior management could have a material adverse effect on us.

We are highly dependent on the performance and continued efforts of the senior management team. Our future success is dependent on our ability to continue to attract and retain qualified executive officers and senior management. Any inability to manage our operations effectively could have a material adverse effect on our business, financial condition, results of operations, cash flow, capital resources and liquidity.

We face competition in pursuing acquisition opportunities that could increase our costs.

We continue to evaluate the market for available properties and may acquire properties when we believe strategic opportunities exist. Our ability to acquire properties on favorable terms and successfully operate or re-develop them is subject to a number of risks. We may be unable to acquire a desired property because of competition from other real estate investors with substantial capital, including from other REITs and institutional investment funds. Even if we are able to acquire a desired property, competition from other potential acquirers may significantly increase the purchase price.

Risks Related to Our Organization and Structure

We are controlled by Blackstone.

Affiliates of Blackstone beneficially own shares of our common stock providing them with an aggregate 70.3% of the total voting power of Brixmor Property Group Inc. Moreover, under our bylaws and our stockholders’ agreement with Blackstone and its affiliates, while our pre-IPO owners and their affiliates retain significant ownership of us, we will agree to nominate to our board individuals designated by Blackstone, whom we refer to as the “Blackstone Directors.” Even when Blackstone and its affiliates cease to own shares of our stock representing a majority of the

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total voting power, for so long as Blackstone continues to own a significant percentage of our stock, Blackstone will still be able to significantly influence the composition of our board of directors and the approval of actions requiring stockholder approval. Accordingly, until such time, Blackstone will have significant influence with respect to our management, business plans and policies, including the appointment and removal of our officers. In particular, for so long as Blackstone continues to own a significant percentage of our stock, Blackstone will be able to cause or prevent a change of control of our company or a change in the composition of our board of directors and could preclude any unsolicited acquisition of our company. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of common stock as part of a sale of our company and ultimately might affect the market price of our common stock.

 We are a “controlled company” within the meaning of the NYSE rules and, as a result, qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You do not have the same protections afforded to stockholders of companies that are subject to such requirements.

Affiliates of Blackstone control a majority of the combined voting power of all classes of our stock entitled to vote generally in the election of directors. As a result, we are a “controlled company” within the meaning of the corporate governance standards of the NYSE. Under these rules, a company of which more than 50% of the voting power in the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that, within one year of the date of the listing of our common stock:

we have a board that is comprised of a majority of “independent directors,” as defined under the rules of such exchange;
we have a compensation committee that is comprised entirely of independent directors; and
we have a nominating and corporate governance committee that is comprised entirely of independent directors.

We intend to utilize these exemptions. As a result, a majority of the directors on our board will not be independent within one year of the date of listing of our common stock. In addition, the Compensation Committee and the Nominating and Corporate Governance Committee of our board of directors will not consist entirely of independent directors or be subject to annual performance evaluations. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.

We assumed existing liabilities of the Acquired Properties acquired in conjunction with the IPO Property Transfers.

As part of the IPO Property Transfers, we assumed existing liabilities of the Acquired Properties and of the legal entities that own these properties. Although we managed these properties for Blackstone prior to the IPO Property Transfers and were generally aware of their liabilities, as well as the insurance in place to address such risks, our recourse against Blackstone is limited by the terms of the agreements entered into with Blackstone in connection with the IPO Property Transfers. Because many liabilities, including tax liabilities, may not be identified within such period, we may have no recourse against Blackstone for our assumed liabilities. In addition, such indemnification is capped and may not be sufficient to cover all liabilities assumed. Moreover, we may choose not to enforce, or to enforce less vigorously, our rights under these indemnification agreements due to our ongoing relationship with Blackstone. We are not entitled to indemnification from any other sources in connection with the IPO Property Transfers.

Our board of directors may approve the issuance of stock, including preferred stock, with terms that may discourage a third party from acquiring us.

Our charter permits our board of directors to authorize the issuance of stock in one or more classes or series. Our board of directors may also classify or reclassify any unissued stock and establish the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of any such stock, which rights may be superior to those of our common stock. Thus, our board of directors could authorize the issuance of shares of a class or series of stock with terms and conditions which could have the effect of discouraging a takeover or other transaction in which holders of some or a majority of our outstanding common stock might receive a premium for their shares over the then current market price of our common stock.

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Certain provisions in the organizational documents of our wholly owned subsidiary, BPG Subsidiary Inc. ("BPG Subsidiary") and the partnership agreement for our Operating Partnership may delay or prevent unsolicited acquisitions of us.

Provisions in the organizational documents of BPG Subsidiary and the partnership agreement for our Operating Partnership may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock. These provisions could discourage third parties from making proposals involving an unsolicited acquisition of us or change of our control, although some stockholders might consider such proposals, if made, desirable. These provisions include, among others:

redemption or exchange rights of qualifying parties;
transfer restrictions on the BPG Subsidiary Shares held by Brixmor Property Group Inc. and OP Units held directly or indirectly by Brixmor Property Group Inc. or BPG Subsidiary;
our inability in some cases to amend the charter documents of BPG Subsidiary or the partnership agreement of our Operating Partnership without the consent of the holders of the Outstanding BPG Subsidiary Shares or the Outstanding OP Units;
the right of the holders of the Outstanding BPG Subsidiary Shares or the Outstanding OP Units to consent to mergers involving us under specified circumstances; and
the right of the holders of the Outstanding OP Units to consent to transfers of the general partnership interest.

Any potential change of control transaction may be further limited as a result of provisions of the partnership unit designation for the OP Units, which require us to preserve the rights of OP Unit holders and may restrict us from amending the partnership agreement of our Operating Partnership in a manner that would have an adverse effect on the rights of Blackstone or other OP Unit holders. In addition, the charter and bylaws of BPG Subsidiary require us to preserve the rights of the holders of BPG Subsidiary Shares and these provisions may prevent us from amending the charter or bylaws for BPG Subsidiary in a manner that would have an adverse effect on the rights of the holders of BPG Subsidiary Shares.

Our bylaws generally may be amended only by our board of directors, which could limit your control of certain aspects of our corporate governance.

Our board of directors has the sole power to amend our bylaws, except that, so long as the stockholders’ agreement remains in effect, certain amendments to our bylaws will require the consent of Blackstone and amendments to our bylaws that would allow our board of directors to repeal its exemption of any transaction between us and any other person from the “business combination” provisions of the Maryland General Corporation Law (the “MGCL”) or the exemption of any acquisition of our stock from the “control share” provisions of the MGCL must be approved by our stockholders. Thus, our board may amend the bylaws in a way that may be detrimental to your interests.

Our board of directors may change significant corporate policies without stockholder approval.
 
Our investment, financing, borrowing and dividend policies and our policies with respect to all other activities, including growth, debt, capitalization and operations, will be determined by our board of directors. These policies may be amended or revised at any time and from time to time at the discretion of our board of directors without a vote of our stockholders. Our charter also provides that our board of directors may revoke or otherwise terminate our REIT election without approval of our stockholders, if it determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT. In addition, our board of directors may change our policies with respect to conflicts of interest provided that such changes are consistent with applicable legal requirements. A change in these policies or the termination of our REIT election could have an adverse effect on our financial condition, our results of operations, our cash flow, the per share trading price of our common stock and our ability to satisfy our debt service obligations and to pay dividends to our stockholders.







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Our rights and the rights of our stockholders to take action against our directors and officers are limited.

Our charter eliminates the liability of our directors and officers to us and our stockholders for money damages to the maximum extent permitted under Maryland law. Under current Maryland law and our charter, our directors and officers do not have any liability to us or our stockholders for money damages other than liability resulting from:
 
actual receipt of an improper benefit or profit in money, property or services; or
active and deliberate dishonesty by the director or officer that was established by a final judgment and is material to the cause of action adjudicated.

Our charter authorizes us and our bylaws require us to indemnify each of our directors or officers who is or is threatened to be made a party to or witness in a proceeding by reason of his or her service in those or certain other capacities, to the maximum extent permitted by Maryland law, from and against any claim or liability to which such person may become subject or which such person may incur by reason of his or her status as a present or former director or officer of us. In addition, we may be obligated to pay or reimburse the expenses incurred by our present and former directors and officers without requiring a preliminary determination of their ultimate entitlement to indemnification. As a result, we and our stockholders may have more limited rights to recover money damages from our directors and officers than might otherwise exist absent these provisions in our charter and bylaws or that might exist with other companies, which could limit your recourse in the event of actions that are not in our best interests.

Our charter contains a provision that expressly permits Blackstone, our non-employee directors and certain of our pre-IPO owners, and their affiliates, to compete with us.

Blackstone may compete with us for investments in properties and for tenants. There is no assurance that any conflicts of interest created by such competition will be resolved in our favor. Moreover, Blackstone is in the business of making investments in companies and acquires and holds interests in businesses that compete directly or indirectly with us. Our charter provides that, to the maximum extent permitted from time to time by Maryland law, we renounce any interest or expectancy that we have in, or any right to be offered an opportunity to participate in, any business opportunities that are from time to time presented to or developed by our directors or their affiliates, other than to those directors who are employed by us or our subsidiaries, unless the business opportunity is expressly offered or made known to such person in his or her capacity as a director, and none of Blackstone or Centerbridge, one of our pre-IPO owners, or any of their respective affiliates, or any director who is not employed by us or any of his or her affiliates, will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we or our affiliates engage or propose to engage or to refrain from otherwise competing with us or our affiliates. Blackstone also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us.
Our charter provides that, to the maximum extent permitted from time to time by Maryland law, Blackstone, Centerbridge and each of our non-employee directors (including those designated by Blackstone), and any of their affiliates, may:

acquire, hold and dispose of shares of our stock, the BPG Subsidiary Shares or OP Units for his or her own account or for the account of others, and exercise all of the rights of a stockholder of Brixmor Property Group Inc. or BPG Subsidiary, or a limited partner of our Operating Partnership, to the same extent and in the same manner as if he, she or it were not our director or stockholder; and
in his, her or its personal capacity or in his, her or its capacity as a director, officer, trustee, stockholder, partner, member, equity owner, manager, advisor or employee of any other person, have business interests and engage, directly or indirectly, in business activities that are similar to ours or compete with us, that involve a business opportunity that we could seize and develop or that include the acquisition, syndication, holding, management, development, operation or disposition of interests in mortgages, real property or persons engaged in the real estate business.

Our charter also provides that, to the maximum extent permitted from time to time by Maryland law, in the event that Blackstone, Centerbridge, any non-employee director, or any of their respective affiliates, acquires knowledge of a potential transaction or other business opportunity, such person will have no duty to communicate or offer such transaction or business opportunity to us or any of our affiliates and may take any such opportunity for itself, himself or herself or offer it to another person or entity unless the business opportunity is expressly offered to such person in his or her capacity as our director. These provisions may limit our ability to pursue business or investment opportunities that we might otherwise have had the opportunity to pursue, which could have an adverse effect on our

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financial condition, our results of operations, our cash flow, the per share trading price of our common stock and our ability to satisfy our debt service obligations and to pay dividends to our stockholders.

Conflicts of interest could arise in the future between the interests of our stockholders and the interests of holders of OP Units.

Because we control the general partner of our Operating Partnership, we have fiduciary duties to the other limited partners in the operating partnership, the discharge of which may conflict with the interests of our stockholders. The limited partners of our Operating Partnership have agreed that, in the event of a conflict between the duties owed by our directors to us and, in our capacity as the controlling stockholder of the sole member of the general partner of our Operating Partnership, the fiduciary duties owed by the general partner of our Operating Partnership to such limited partners, we are under no obligation to give priority to the interests of such limited partners. However, those persons holding OP Units will have the right to vote on certain amendments to the operating partnership agreement (which require approval by a majority in interest of the limited partners, including BPG Subsidiary) and individually to approve certain amendments that would adversely affect their rights. These voting rights may be exercised in a manner that conflicts with the interests of our stockholders. For example, we are unable to modify the rights of limited partners to receive distributions as set forth in the operating partnership agreement in a manner that adversely affects their rights without their consent, even though such modification might be in the best interest of our stockholders.

We are required to disclose in our periodic reports filed with the Securities and Exchange Commission specified activities engaged in by our “affiliates.”

In August 2012, Congress enacted the Iran Threat Reduction and Syria Human Rights Act of 2012 (“ITRSHRA”), which expands the scope of U.S. sanctions against Iran. More specifically, Section 219 of the ITRSHRA amended the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to require companies subject to Securities and Exchange Commission (“SEC”) reporting obligations under Section 13 of the Exchange Act to disclose in their periodic reports specified dealings or transactions involving Iran or other individuals and entities targeted by certain Office of Foreign Assets Control sanctions engaged in by the reporting company or any of its affiliates during the period covered by the relevant periodic report. In some cases, ITRSHRA requires companies to disclose these types of transactions even if they would otherwise be permissible under U.S. law. These companies are required to separately file with the SEC a notice that such activities have been disclosed in the relevant periodic report, and the SEC is required to post this notice of disclosure on its website and send the report to the U.S. President and certain U.S. Congressional committees. The U.S. President thereafter is required to initiate an investigation and, within 180 days of initiating such an investigation, to determine whether sanctions should be imposed. Under ITRSHRA, we are required to report if we or any of our “affiliates” knowingly engaged in certain specified activities during the period covered by the report. Because the SEC defines the term “affiliate” broadly, it includes any entity controlled by us as well as any person or entity that controls us or is under common control with us. Because we may be deemed to be a controlled affiliate of Blackstone, affiliates of Blackstone may also be considered our affiliates. Disclosure of such activity, even if such activity is not subject to sanctions under applicable law, and any sanctions actually imposed on us or our affiliates as a result of these activities, could harm our reputation and have a negative impact on our business.
 
Risks Related to our REIT Status and Certain Other Tax Items

If we do not maintain our qualification as a REIT, we will be subject to tax as a regular corporation and could face a substantial tax liability.

We expect to continue to operate so as to qualify as a REIT under the Code. However, qualification as a REIT involves the application of highly technical and complex Code provisions for which only a limited number of judicial or administrative interpretations exist. Notwithstanding the availability of cure provisions in the Code, we could fail to meet various compliance requirements, which could jeopardize our REIT status. Furthermore, new tax legislation, administrative guidance or court decisions, in each instance potentially with retroactive effect, could make it more difficult or impossible for us to qualify as a REIT. If we fail to qualify as a REIT in any tax year, then:

we would be taxed as a regular domestic corporation, which under current laws, among other things, means being unable to deduct distributions to stockholders in computing taxable income and being subject to federal income tax on our taxable income at regular corporate income tax rates;

- 18 -



any resulting tax liability could be substantial and could have a material adverse effect on our book value;
unless we were entitled to relief under applicable statutory provisions, we would be required to pay taxes, and thus, our cash available for distribution to stockholders would be reduced for each of the years during which we did not qualify as a REIT and for which we had taxable income; and
we generally would not be eligible to requalify as a REIT for the subsequent four full taxable years.

REITs, in certain circumstances, may incur tax liabilities that would reduce our cash available for distribution to you.

Even if we qualify and maintain our status as a REIT, we may become subject to U.S. federal income taxes and related state and local taxes. For example, net income from the sale of properties that are “dealer” properties sold by a REIT (a “prohibited transaction” under the Code) will be subject to a 100% tax. We may not make sufficient distributions to avoid excise taxes applicable to REITs. Similarly, if we were to fail an income test (and did not lose our REIT status because such failure was due to reasonable cause and not willful neglect) we would be subject to tax on the income that does not meet the income test requirements. We also may decide to retain net capital gain we earn from the sale or other disposition of our investments and pay income tax directly on such income. In that event, our stockholders would be treated as if they earned that income and paid the tax on it directly. However, stockholders that are tax-exempt, such as charities or qualified pension plans, would have no benefit from their deemed payment of such tax liability unless they file U.S. federal income tax returns and thereon seek a refund of such tax. We also may be subject to state and local taxes on our income or property, including franchise, payroll, mortgage recording and transfer taxes, either directly or at the level of the other companies through which we indirectly own our assets, such as our TRSs, which are subject to full U.S. federal, state, local and foreign corporate-level income taxes. Any taxes we pay directly or indirectly will reduce our cash available for distribution to you.

Complying with REIT requirements may cause us to forego otherwise attractive opportunities and limit our expansion opportunities.
 
In order to qualify as a REIT for U.S. federal income tax purposes, we must continually satisfy tests concerning, among other things, our sources of income, the nature of our investments in commercial real estate and related assets, the amounts we distribute to our stockholders and the ownership of our stock. We may also be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution. Thus, compliance with REIT requirements may hinder our ability to operate solely on the basis of maximizing profits.

Complying with REIT requirements may force us to liquidate or restructure otherwise attractive investments.

In order to qualify as a REIT, we must also ensure that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and qualified REIT real estate assets. The remainder of our investments in securities cannot include more than 10% of the outstanding voting securities of any one issuer or 10% of the total value of the outstanding securities of any one issuer unless we and such issuer jointly elect for such issuer to be treated as a “taxable REIT subsidiary” under the Code. The total value of all of our investments in taxable REIT subsidiaries cannot exceed 25% of the value of our total assets. In addition, no more than 5% of the value of our assets can consist of the securities of any one issuer other than a taxable REIT subsidiary. If we fail to comply with these requirements, we must dispose of a portion of our assets within 30 days after the end of the calendar quarter in order to avoid losing our REIT status and suffering adverse tax consequences.
 
Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.

The REIT provisions of the Code substantially limit our ability to hedge our liabilities. Any income from a hedging transaction we enter into to manage risk of interest rate changes with respect to borrowings made or to be made to acquire or carry real estate assets, if not clearly identified under applicable Treasury Regulations, does not constitute “gross income” for purposes of the 75% or 95% gross income tests that we must satisfy in order to maintain our qualification as a REIT. To the extent that we enter into other types of hedging transactions, the income from those transactions is likely to be treated as non-qualifying income for purposes of both of the gross income tests. See “Material United States Federal Income Tax Considerations-Income Tests.” As a result of these rules, we intend to limit our use of advantageous hedging techniques or implement those hedges through a domestic TRS. This could increase the cost of our hedging activities because our TRS would be subject to tax on gains or expose us to greater

- 19 -



risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in our TRS will generally not provide any tax benefit, except for being carried forward against future taxable income in the TRS.

Complying with REIT requirements may force us to borrow to make distributions to stockholders.

From time to time, our taxable income may be greater than our cash flow available for distribution to stockholders. If we do not have other funds available in these situations, we may be unable to distribute substantially all of our taxable income as required by the REIT provisions of the Code. Thus, we could be required to borrow funds, sell a portion of our assets at disadvantageous prices or find another alternative. These options could increase our costs or reduce our equity.

Our charter does not permit any person to own more than 9.8% of our outstanding common stock or of our outstanding stock of all classes or series, and attempts to acquire our common stock or our stock of all other classes or series in excess of these 9.8% limits would not be effective without an exemption from these limits by our board of directors.

For us to qualify as a REIT under the Code, not more than 50% of the value of our outstanding stock may be owned directly or indirectly, by five or fewer individuals (including certain entities treated as individuals for this purpose) during the last half of a taxable year. For the purpose of assisting our qualification as a REIT for federal income tax purposes, among other purposes, our charter prohibits beneficial or constructive ownership by any person of more than a certain percentage, currently 9.8%, in value or by number of shares, whichever is more restrictive, of the outstanding shares of our common stock or 9.8% in value of the outstanding shares of our stock, which we refer to as the “ownership limit.” The constructive ownership rules under the Code and our charter are complex and may cause shares of the outstanding common stock owned by a group of related persons to be deemed to be constructively owned by one person. As a result, the acquisition of less than 9.8% of our outstanding common stock or our stock by a person could cause a person to own constructively in excess of 9.8% of our outstanding common stock or our stock, respectively, and thus violate the ownership limit. There can be no assurance that our board of directors, as permitted in the charter, will not decrease this ownership limit in the future. Any attempt to own or transfer shares of our common stock in excess of the ownership limit without the consent of our board of directors will result either in the shares in excess of the limit being transferred by operation of the charter to a charitable trust, and the person who attempted to acquire such excess shares will not have any rights in such excess shares, or in the transfer being void.

The ownership limit may have the effect of precluding a change in control of us by a third party, even if such change in control would be in the best interests of our stockholders or would result in receipt of a premium to the price of our common stock (and even if such change in control would not reasonably jeopardize our REIT status). The exemptions to the ownership limit granted to date may limit our board of directors’ power to increase the ownership limit or grant further exemptions in the future.

We may choose to make distributions in our own stock, in which case you may be required to pay income taxes without receiving any cash dividends.

In connection with our qualification as a REIT, we are required to annually distribute to our stockholders at least 90% of our REIT taxable income (which does not equal net income, as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding net capital gain. In order to satisfy this requirement, we may make distributions that are payable in cash and/or shares of our common stock (which could account for up to 90% of the aggregate amount of such distributions) at the election of each stockholder. Taxable stockholders receiving such distributions will be required to include the full amount of such distributions as ordinary dividend income to the extent of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. As a result, U.S. stockholders may be required to pay income taxes with respect to such distributions in excess of the cash portion of the distribution received. Accordingly, U.S. holders receiving a distribution of our shares may be required to sell shares received in such distribution or may be required to sell other stock or assets owned by them, at a time that may be disadvantageous, in order to satisfy any tax imposed on such distribution. If a U.S. stockholder sells the stock that it receives as part of the distribution in order to pay this tax, the sales proceeds may be less than the amount it must include in income with respect to the distribution, depending on the market price of our stock at the time of the sale. Furthermore, with respect to certain non-U.S. holders, we may be required to withhold U.S. tax with respect to such distribution, including in respect of all or a portion of such

- 20 -



distribution that is payable in stock, by withholding or disposing of part of the shares included in such distribution and using the proceeds of such disposition to satisfy the withholding tax imposed. In addition, if a significant number of our stockholders determine to sell shares of our common stock in order to pay taxes owed on dividend income, such sale may put downward pressure on the market price of our common stock.
Various tax aspects of such a taxable cash/stock distribution are uncertain and have not yet been addressed by the Internal Revenue Service (“IRS”). No assurance can be given that the IRS will not impose requirements in the future with respect to taxable cash/stock distributions, including on a retroactive basis, or assert that the requirements for such taxable cash/stock distributions have not been met.

Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.

The maximum tax rate applicable to qualified dividend income payable to certain non-corporate U.S. stockholders has been reduced by legislation to 20%. Dividends payable by REITs, however, generally are not eligible for the reduced rates. Although this legislation does not adversely affect the taxation of REITs or dividends payable by REITs, the more favorable rates applicable to regular corporate qualified dividends could cause certain non-corporate investors to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our common stock.

We are dependent on external sources of capital to finance our growth.

As with other REITs, but unlike corporations generally, our ability to finance our growth must largely be funded by external sources of capital because we generally will have to distribute to our stockholders 90% of our taxable income in order to qualify as a REIT, including taxable income where we do not receive corresponding cash. Our access to external capital will depend upon a number of factors, including general market conditions, the market’s perception of our growth potential, our current and potential future earnings, cash distributions and the market price of our common stock.

We may be subject to adverse legislative or regulatory tax changes that could increase our tax liability, reduce our operating flexibility and reduce the price of our common stock.

In recent years, numerous legislative, judicial and administrative changes have been made in the provisions of U.S. federal income tax laws applicable to investments similar to an investment in shares of our common stock. Additional changes to the tax laws are likely to continue to occur, and we cannot assure you that any such changes will not adversely affect the taxation of a stockholder. Any such changes could have an adverse effect on an investment in our shares or on the market value or the resale potential of our assets. You are urged to consult with your tax advisor with respect to the impact of recent legislation on your investment in our shares and the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in our shares. Although REITs generally receive certain tax advantages compared to entities taxed as regular corporations, it is possible that future legislation would result in a REIT having fewer tax advantages, and it could become more advantageous for a company that invests in real estate to elect to be treated for U.S. federal income tax purposes as a corporation. As a result, our charter provides our board of directors with the power, under certain circumstances, to revoke or otherwise terminate our REIT election and cause us to be taxed as a regular corporation, without the approval of our stockholders.

Liquidation of assets may jeopardize our REIT qualification.

To qualify as a REIT, we must comply with requirements regarding our assets and our sources of income. If we are compelled to liquidate our investments to repay obligations to our lenders, we may be unable to comply with these requirements, ultimately jeopardizing our qualification as a REIT, or we may be subject to a 100% tax on any resultant gain if we sell assets that are treated as dealer property or inventory.

Our ownership of and relationship with any TRS is restricted, and a failure to comply with the restrictions would jeopardize our REIT status and may result in the application of a 100% excise tax.

A REIT may own up to 100% of the stock of one or more TRSs. A TRS may earn income that would not be qualifying income if earned directly by the parent REIT. Both the subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS. A corporation of which a TRS directly or indirectly owns more than 35% of the voting

- 21 -



power or value of the stock will automatically be treated as a TRS. Overall, no more than 25% of the value of a REIT’s assets may consist of stock or securities of one or more TRSs. The value of our interests in and thus the amount of assets held in a TRS may also be restricted by our need to qualify for an exclusion from regulation as an investment company under the Investment Company Act. A TRS will pay federal, state and local income tax at regular corporate rates on any income that it earns. In addition, the TRS rules limit the deductibility of interest paid or accrued by a TRS to its parent REIT to assure that the TRS is subject to an appropriate level of corporate taxation. The rules also impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis.

Any TRS we own, as a domestic TRS, will pay federal, state and local income tax on its taxable income, and its after-tax net income is available for distribution to us but is not required to be distributed to us. The aggregate value of the TRS stock and securities owned by us cannot exceed 25% of the value of our total assets (including the TRS stock and securities). Although we plan to monitor our investments in TRSs, there can be no assurance that we will be able to comply with the 25% limitation discussed above or to avoid application of the 100% excise tax discussed above.

Risks Related to Ownership of Our Common Stock

The cash available for distribution to stockholders may not be sufficient to pay dividends at expected levels, nor can we assure you of our ability to make distributions in the future. We may use borrowed funds to make distributions.

If cash available for distribution generated by our assets decreases in future periods from expected levels, our inability to make expected distributions could result in a decrease in the market price of our common stock. [See “Distribution Policy.”] All distributions will be made at the discretion of our board of directors and will depend on our earnings, our financial condition, maintenance of our REIT qualification and other factors as our board of directors may deem relevant from time to time. We may not be able to make distributions in the future. In addition, some of our distributions may include a return of capital. To the extent that we decide to make distributions in excess of our current and accumulated earnings and profits, such distributions would generally be considered a return of capital for federal income tax purposes to the extent of the holder’s adjusted tax basis in their shares. A return of capital is not taxable, but it has the effect of reducing the holder’s adjusted tax basis in its investment. To the extent that distributions exceed the adjusted tax basis of a holder’s shares, they will be treated as gain from the sale or exchange of such stock. If we borrow to fund distributions, our future interest costs would increase, thereby reducing our earnings and cash available for distribution from what they otherwise would have been.

If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our common stock, our share price and trading volume could decline.

The trading market for our shares is influenced by the research and reports that industry or securities analysts publish about us or our business. If any of the analysts who cover us downgrades our common stock or publishes inaccurate or unfavorable research about our business, our share price may decline. If analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our common stock price or trading volume to decline and our shares to be less liquid. An inactive market may also impair our ability to raise capital by selling shares and may impair our ability to acquire additional properties or other businesses by using our shares as consideration, which in turn could materially adversely affect our business. In addition, the stock market in general, and the NYSE and REITs in particular, have recently experienced extreme price and volume fluctuations. These broad market and industry factors may decrease the market price of our shares, regardless of our actual operating performance. For these reasons, among others, the market price of our shares may decline substantially and quickly.

Our share price may decline due to the large number of our shares eligible for future sale.

The market price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market or the perception that such sales could occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell shares of our common stock in the future at a time and at a price that we deem appropriate. We had a total of 229,689,960 shares of our common stock outstanding as of March 1, 2014.


- 22 -



As of March 1, 2014, 179,641,735 shares of our outstanding common stock were held by Blackstone and Centerbridge. As a result of the registration rights agreement we entered into with Blackstone and Centerbridge, all of these shares of our common stock will, subject to applicable lock-up arrangements, be eligible for future sale. These shares are also eligible for sale in the public market in accordance with and subject to the limitation on sales by affiliates as provided in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). As of March 1, 2014, 58,663,007 shares of common stock of BPG Subsidiary were held by Blackstone (57,824,966) and our executive officers (838,041). From and after November 4, 2014, the first anniversary of the date of the closing of our IPO, these shares of common stock of BPG Subsidiary will be exchangeable at the option of the holder for an equivalent number of shares of our common stock or, at our option, cash based upon the value of an equivalent number of shares of our common stock, subject to the ownership limit and other restrictions on ownership and transfer set forth in our charter. As of March 1, 2014, 15,877,791 common units of partnership interest in our Operating Partnership ("OP Units") were held by Blackstone (15,527,830) and our executive officers (349,961). From and after November 4, 2014, the OP Unit holders will have the right to require our Operating Partnership to redeem part or all of the OP Units for cash, based upon the value of an equivalent number of shares of our common stock at the time of the election to redeem, or, at our election, exchange them for an equivalent number of shares of our common stock, subject to the ownership limit and other restrictions on ownership and transfer set forth in our charter. Notwithstanding the foregoing, Blackstone is generally permitted to exchange BPG Subsidiary Shares and redeem their OP Units at any time. Any shares we issue upon such exchanges would be “restricted securities” as defined in Rule 144 unless we register such issuances. However, the registration rights agreement we entered into with Blackstone and Centerbridge also requires us to register their respective shares under the Securities Act. These exchanges, or the possibility that these exchanges may occur, also might make it more difficult for holders of our common stock to sell such stock in the future at a time and at a price that they deem appropriate.

We filed a registration statement on Form S-8 under the Securities Act to register 15,000,000 shares of our common stock or securities convertible into or exchangeable for shares of our common stock that may be issued pursuant to our 2013 Omnibus Incentive Plan. Such Form S-8 registration statement automatically became effective upon filing. Accordingly, shares registered under such registration statement will be available for sale in the open market.
Our charter provides that we may issue up to 3,000,000,000 shares of common stock, and 300,000,000 shares of preferred stock, $0.01 par value per share. Moreover, under Maryland law and our charter, our board of directors has the power to increase the aggregate number of shares of stock or the number of shares of stock of any class or series that we are authorized to issue without stockholder approval. Similarly, the agreement of limited partnership of our Operating Partnership authorizes us to issue an unlimited number of additional OP Units of our Operating Partnership, which may be exchangeable for shares of our common stock. In addition, the charter of BPG Subsidiary authorizes BPG Subsidiary to issue additional BPG Subsidiary Shares, which may be exchangeable for shares of our common stock, or, at our option, cash based on the value of an equivalent number of shares of our common stock, and 1,000 shares of preferred stock.

The market price of our common stock could be adversely affected by market conditions and by our actual and expected future earnings and level of cash dividends.

Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of shares without regard to our operating performance. For example, the trading prices of equity securities issued by REITs have historically been affected by changes in market interest rates. One of the factors that may influence the market price of our common stock is the annual yield from distributions on our common stock as compared to yields on other financial instruments. An increase in market interest rates, or a decrease in our distributions to stockholders, may lead prospective purchasers of shares of our common stock to demand a higher distribution rate or seek alternative investments. As a result, if interest rates rise, it is likely that the market price of our common stock will decrease as market rates on interest-bearing securities increase. In addition, our operating results could be below the expectations of public market analysts and investors, and in response the market price of our shares could decrease significantly. The market value of the equity securities of a REIT is also based upon the market’s perception of the REIT’s growth potential and its current and potential future cash distributions, whether from operations, sales or refinancings, and is secondarily based upon the real estate market value of the underlying assets. For that reason, our common stock may trade at prices that are higher or lower than our net asset value per share. To the extent we retain operating cash flow for investment purposes, working capital reserves or other purposes, these retained funds, while increasing the value of our underlying assets, may not correspondingly increase the market price of our common stock. Our failure to meet the market’s expectations with regard to future earnings and cash distributions likely

- 23 -



would adversely affect the market price of our common stock and, in such instances, you may be unable to resell your shares at or above the initial public offering price.


Item 1B. Unresolved Staff Comments
None.

Item 2.    Properties

Our Total Portfolio at December 31, 2013 consisted of 558 shopping centers including 522 in the IPO Portfolio and 36 Non-Core Properties. 64.6% of the ABR in our IPO Portfolio as of December 31, 2013 is derived from shopping centers located in the top 50 U.S. MSAs by population. Our top markets by ABR include the MSAs of New York, Philadelphia and Houston.

With an average shopping center size of approximately 166,300 sq. ft. as of December 31, 2013, our IPO portfolio is comprised predominantly of community shopping centers (63% of our shopping centers) as of December 31, 2013, with the balance comprised of neighborhood shopping centers. Our shopping centers have an appropriate mix of anchor and small shop GLA, with approximately one-third of the portfolio GLA comprised of small shop space. Our shopping centers are anchored by a mix of leading grocers, national and regional discount and general merchandise retailers and category-dominant anchors. We believe that the necessity- and value-oriented merchandise mix of the retail tenants in our centers reduces our exposure to macro-economic cycles and consumer purchases via the internet, generating more predictable property-level cash flows. Such retailers provide goods and services that consumers purchase regularly such as food, health care items and household supplies. Such retailers also sell items such as clothing at lower prices than other traditional retailers.

Overall, in our IPO Portfolio we have a broad and highly diversified retail tenant base that includes approximately 5,600 tenants, with no one tenant representing more than 3.4% of the total ABR generated from our shopping centers as of December 31, 2013. Our three largest tenants are Kroger, TJX Companies and Walmart, representing 3.4%, 3.2% and 1.9% of total IPO Portfolio ABR as of December 31, 2013, respectively.

- 24 -



The following chart lists our top 20 tenants by ABR (owned only) in our IPO Portfolio as of December 31, 2013, illustrating the diversity of our tenant base.

Retailer
 
Retailer Type
 
# of Stores
 
GLA
 
% of GLA
 
ABR
 
% of ABR
The Kroger Co.
 
Grocery
 
69

 
4,438,087

 
5.1
%
 
$
30,523,545

 
3.4
%
The TJX Companies, Inc.
 
Discount-Apparel
 
94

 
3,008,296

 
3.5
%
 
28,701,162

 
3.2
%
Wal-Mart Stores, Inc.
 
Discount-Grocery
 
28

 
3,478,406

 
4.0
%
 
16,701,986

 
1.9
%
Publix Super Markets, Inc.
 
Grocery
 
39

 
1,794,443

 
2.1
%
 
16,514,970

 
1.8
%
Dollar Tree Stores, Inc.
 
Discount
 
129

 
1,470,970

 
1.7
%
 
14,755,623

 
1.6
%
Ahold USA, In.
 
Grocery
 
21

 
1,251,080

 
1.4
%
 
13,881,240

 
1.6
%
Sears Holdings Co.
 
Discount
 
29

 
2,586,256

 
3.0
%
 
11,830,404

 
1.3
%
Office Depot, Inc.
 
Office Supply
 
44

 
1,026,037

 
1.2
%
 
10,551,603

 
1.2
%
Ross Stores, Inc.
 
Discount-Apparel
 
30

 
855,220

 
1.0
%
 
9,394,382

 
1.0
%
Bed Bath & Beyond Inc.
 
Discount
 
30

 
729,787

 
0.8
%
 
9,139,494

 
1.0
%
Pet Smart, Inc.
 
Specialty
 
29

 
655,214

 
0.8
%
 
9,101,008

 
1.0
%
Best Buy Co, Inc.
 
Electronics
 
16

 
660,392

 
0.8
%
 
8,761,843

 
1.0
%
Staples, Inc.
 
Office Supply
 
33

 
728,808

 
0.8
%
 
8,494,141

 
0.9
%
Big Lots, Inc.
 
Discount
 
46

 
1,469,293

 
1.7
%
 
8,473,683

 
0.9
%
Safeway Inc.
 
Grocery
 
16

 
842,883

 
1.0
%
 
8,249,738

 
0.9
%
Burlington Stores, Inc.
 
Discount-Apparel
 
14

 
1,131,459

 
1.3
%
 
7,365,916

 
0.8
%
Kohl's Corporation
 
Discount
 
12

 
1,019,875

 
1.2
%
 
7,189,462

 
0.8
%
PETCO Animal Supplies, Inc.
 
Specialty
 
33

 
452,093

 
0.5
%
 
6,846,234

 
0.8
%
Dick's Sporting Goods, Inc.
 
Sporting Goods
 
12

 
492,031

 
0.6
%
 
6,375,867

 
0.7
%
Bi-Lo Holdings, LLC
 
Grocery
 
18

 
834,061

 
1.0
%
 
6,322,597

 
0.7
%


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The following table sets forth certain information as of December 31, 2013, regarding the shopping centers in our IPO Portfolio on a state-by-state basis:
 
State
 
Number of Shopping Centers
 
GLA (sq. ft.)
 
% of GLA
 
% Leased
 
% of ABR
1

Alabama
 
4

 
989,814

 
1.1
%
 
93
%
 
0.8
%
2

Arizona
 
2

 
288,110

 
0.3
%
 
87
%
 
0.2
%
3

California
 
29

 
5,759,005

 
6.6
%
 
97
%
 
9.6
%
4

Colorado
 
6

 
1,478,559

 
1.7
%
 
92
%
 
1.9
%
5

Connecticut
 
15

 
2,279,890

 
2.6
%
 
96
%
 
3.3
%
6

Delaware
 
1

 
191,855

 
0.2
%
 
100
%
 
0.2
%
7

Florida
 
58

 
9,058,251

 
10.4
%
 
90
%
 
10.9
%
8

Georgia
 
37

 
5,263,973

 
6.1
%
 
87
%
 
4.7
%
9

Illinois
 
24

 
4,783,036

 
5.5
%
 
94
%
 
5.6
%
10

Indiana
 
12

 
1,970,238

 
2.3
%
 
89
%
 
1.6
%
11

Iowa
 
5

 
783,917

 
0.9
%
 
87
%
 
0.5
%
12

Kansas
 
2

 
374,292

 
0.4
%
 
90
%
 
0.3
%
13

Kentucky
 
12

 
2,520,021

 
2.9
%
 
96
%
 
2.2
%
14

Louisiana
 
4

 
612,368

 
0.7
%
 
95
%
 
0.4
%
15

Maine
 
2

 
391,746

 
0.5
%
 
92
%
 
0.3
%
16

Maryland
 
5

 
772,277

 
0.9
%
 
98
%
 
1.0
%
17

Massachusetts
 
10

 
1,728,553

 
2.0
%
 
92
%
 
2.1
%
18

Michigan
 
19

 
3,733,555

 
4.3
%
 
92
%
 
3.5
%
19

Minnesota
 
10

 
1,485,108

 
1.7
%
 
92
%
 
1.7
%
20

Mississippi
 
3

 
406,316

 
0.5
%
 
77
%
 
0.3
%
21

Missouri
 
6

 
874,795

 
1.0
%
 
94
%
 
0.7
%
22

Nevada
 
3

 
609,661

 
0.7
%
 
90
%
 
0.8
%
23

New Hampshire
 
5

 
769,713

 
0.9
%
 
96
%
 
0.9
%
24

New Jersey
 
17

 
2,977,475

 
3.4
%
 
94
%
 
4.4
%
25

New Mexico
 
2

 
83,800

 
0.1
%
 
100
%
 
0.1
%
26

New York
 
33

 
4,346,589

 
5.0
%
 
95
%
 
6.7
%
27

North Carolina
 
22

 
4,423,105

 
5.1
%
 
90
%
 
4.4
%
28

Ohio
 
24

 
4,521,808

 
5.2
%
 
91
%
 
4.6
%
29

Oklahoma
 
1

 
186,851

 
0.2
%
 
100
%
 
0.2
%
30

Pennsylvania
 
37

 
6,059,474

 
7.0
%
 
95
%
 
7.2
%
31

Rhode Island
 
1

 
148,126

 
0.2
%
 
97
%
 
0.2
%
32

South Carolina
 
8

 
1,394,993

 
1.6
%
 
86
%
 
1.4
%
33

Tennessee
 
16

 
3,240,636

 
3.7
%
 
95
%
 
3.1
%
34

Texas
 
68

 
9,610,859

 
11.1
%
 
93
%
 
11.4
%
35

Vermont
 
1

 
224,514

 
0.3
%
 
99
%
 
0.2
%
36

Virginia
 
11

 
1,446,485

 
1.7
%
 
96
%
 
1.5
%
37

West Virginia
 
2

 
251,500

 
0.3
%
 
96
%
 
0.2
%
38

Wisconsin
 
5

 
765,084

 
0.9
%
 
91
%
 
0.8
%
 
 
522

 
86,806,352

 
100.0
%
 
92
%
 
100.0
%

- 26 -



The following table sets forth certain information by unit size for our IPO Portfolio as of December 31, 2013.

Unit Size
 
 
Number of Units
 
GLA (sq. ft.) 
 
 
% Leased
 
% of Vacant GLA
 
ABR
 
ABR/SF
> 35,000 sq. ft.
 
581
 
36,262,238

 
98.4
%
 
8.6
%
 
$
270,995,157

 
$
8.56

20,000 sq. ft. - 34,999 sq. ft.
 
558
 
14,667,573

 
96.6
%
 
7.5
%
 
130,163,375

 
9.33

10,000 sq. ft. - 19,999 sq. ft.
 
713
 
9,686,279

 
92.9
%
 
10.5
%
 
107,491,035

 
12.25

5,000 sq. ft. - 9,999 sq. ft.
 
1,384
 
9,553,689

 
83.7
%
 
23.7
%
 
115,291,518

 
15.11

< 5,000 sq. ft.
 
8,098
 
16,636,573

 
80.4
%
 
49.7
%
 
271,139,868

 
20.81

 
 

 


 


 


 


 


Total
 
11,334
 
86,806,352

 
92.4
%
 
100
%
 
$
895,080,953

 
$
11.93

 
 
 
 
 
 
 
 
 
 
 
 
 
>10,000 sq. ft.
 
1,852
 
60,616,090

 
97.1
%
 
26.6
%
 
$
508,649,567

 
$
9.36

< 10,000 sq. ft.
 
9,482
 
26,190,262

 
81.6
%
 
73.4
%
 
386,431,386

 
18.70


The following table sets forth, as of December 31, 2013, a schedule of lease expirations for leases in place within our IPO Portfolio for each of the next ten years and thereafter, assuming no exercise of renewal options or base rent escalations over the lease term and including ground leases:

 
Number of Leases Expiring
 
Leased GLA
 
% of Leased GLA
 
ABR/SF
 
% of ABR
Month to Month
386

 
1,132,548

 
1.4
%
 
$
13.01

 
1.6
%
2014
1,446

 
6,964,251

 
8.7
%
 
12.00

 
9.4
%
2015
1,612

 
12,178,617

 
15.2
%
 
10.57

 
14.4
%
2016
1,553

 
11,868,035

 
14.8
%
 
11.20

 
14.9
%
2017
1,315

 
10,028,855

 
12.5
%
 
11.75

 
13.2
%
2018
1,234

 
9,499,473

 
11.9
%
 
11.93

 
12.7
%
2019
549

 
6,672,087

 
8.3
%
 
10.24

 
7.6
%
2020
240

 
3,207,357

 
4.0
%
 
11.42

 
4.1
%
2021
223

 
3,078,861

 
3.8
%
 
11.20

 
3.9
%
2022
223

 
3,464,617

 
4.3
%
 
10.57

 
4.1
%
2023+
593

 
12,054,145

 
15.0
%
 
10.47

 
14.1
%


- 27 -




A complete listing of the shopping centers in our Total Portfolio as of December 31, 2013 is as follows:

 
Property Name
 
City
 
State
 
Metropolitan Statistical Area
 
GLA
 
% Leased
 
ABR
 
ABR/SF
 
Grocer (1)
 
Other Major Tenants
 
Non-Owned Major Tenants
1

Winchester Plaza
 
Huntsville
 
AL
 
Huntsville, AL
 
75,780
 
94.6%
 
$
858

 
$
11.96

 
Publix
 
 
 
2

Springdale
 
Mobile
 
AL
 
Mobile, AL
 
611,972
 
90.2%
 
3,981

 
7.32

 
Sam's Club*
 
Belk, Best Buy, Big Lots, Burlington Coat Factory, Marshalls, Michaels, Staples
 
 
3

Payton Park
 
Sylacauga
 
AL
 
Talladega-Sylacauga, AL
 
231,820
 
99.0%
 
1,513

 
6.59

 
Walmart Supercenter
 
Burke's Outlet
 
 
4

Shops of Tuscaloosa
 
Tuscaloosa
 
AL
 
Tuscaloosa, AL
 
70,242
 
92.6%
 
814

 
12.51

 
Publix
 
 
 
5

Glendale Galleria
 
Glendale
 
AZ
 
Phoenix-Mesa-Scottsdale, AZ
 
119,525
 
82.5%
 
661

 
6.71

 
 
Sears Outlet
 
 
6

Northmall Centre
 
Tucson
 
AZ
 
Tucson, AZ
 
168,585
 
89.6%
 
1,325

 
8.77

 
Sam's Club*
 
CareMore, JC Penney Home Store, Stein Mart
 
 
7

Applegate Ranch Shopping Center
 
Atwater
 
CA
 
Merced, CA
 
144,444
 
85.7%
 
1,904

 
15.38

 
SuperTarget*
 
Marshalls
 
Walmart
8

Bakersfield Plaza
 
Bakersfield
 
CA
 
Bakersfield, CA
 
236,873
 
99.9%
 
2,890

 
12.21

 
Lassens Natural Foods & Vitamins
 
Burlington Coat Factory, CVS, Ross Dress for Less
 
 
9

Carmen Plaza
 
Camarillo
 
CA
 
Oxnard-Thousand Oaks-Ventura, CA
 
129,173
 
100.0%
 
1,993

 
16.26

 
Trader Joe's*
 
24 Hour Fitness, CVS, Michaels
 
 
10

Plaza Rio Vista
 
Cathedral
 
CA
 
Riverside-San Bernardino-Ontario, CA
 
67,622
 
88.2%
 
1,030

 
17.27

 
Stater Bros.
 
 
 
11

Clovis Commons
 
Clovis
 
CA
 
Fresno, CA
 
174,990
 
95.9%
 
3,653

 
21.77

 
 
Best Buy, Office Depot, PetSmart, T.J.Maxx
 
Target
12

Cudahy Plaza
 
Cudahy
 
CA
 
Los Angeles-Long Beach-Anaheim, CA
 
147,804
 
99.2%
 
1,362

 
9.29

 
 
Big Lots, Kmart
 
 
13

University Mall
 
Davis
 
CA
 
Sacramento--Roseville--Arden-Arcade, CA
 
106,023
 
93.1%
 
1,892

 
19.16

 
Trader Joe's
 
Forever 21, World Market
 
 
14

Felicita Plaza
 
Escondido
 
CA
 
San Diego-Carlsbad, CA
 
98,714
 
98.8%
 
1,331

 
13.65

 
Vons (Safeway)
 
Chuze Fitness
 
 
15

Arbor - Broadway Faire
 
Fresno
 
CA
 
Fresno, CA
 
252,634
 
94.7%
 
3,373

 
14.10

 
Smart & Final
 
PetSmart, The Home Depot, United Artists Theatres
 
 
16

Lompoc Shopping Center
 
Lompoc
 
CA
 
Santa Maria-Santa Barbara, CA
 
179,495
 
96.4%
 
1,901

 
11.88

 
Vons (Safeway)
 
Marshalls, Michaels, Staples
 
 
17

Briggsmore Plaza
 
Modesto
 
CA
 
Modesto, CA
 
99,315
 
100.0%
 
1,016

 
10.78

 
Grocery Outlet
 
Dunhill Furniture
 
 
18

Montebello Plaza
 
Montebello
 
CA
 
Los Angeles-Long Beach-Anaheim, CA
 
283,631
 
96.8%
 
4,640

 
17.22

 
Albertsons
 
99¢ Only, Best Buy, CVS, Ross Dress for Less
 
 
19

California Oaks Center
 
Murrieta
 
CA
 
Riverside-San Bernardino-Ontario, CA
 
125,187
 
91.2%
 
1,579

 
14.31

 
Ralphs (Kroger)
 
 
 
20

Esplanade Shopping Center
 
Oxnard
 
CA
 
Oxnard-Thousand Oaks-Ventura, CA
 
356,864
 
99.7%
 
6,760

 
19.16

 
Walmart Neighborhood Market
 
Bed Bath & Beyond, Dick's Sporting Goods, LA Fitness, Nordstrom Rack, T.J.Maxx
 
The Home Depot
21

Pacoima Center
 
Pacoima
 
CA
 
Los Angeles-Long Beach-Anaheim, CA
 
202,773
 
100.0%
 
1,993

 
9.83

 
Food 4 Less
 
Ross Dress for Less, Target
 
 
22

Paradise Plaza
 
Paradise
 
CA
 
Chico, CA
 
198,323
 
93.8%
 
813

 
7.25

 
Save Mart
 
Kmart, Rite Aid
 
 
23

Metro 580
 
Pleasanton
 
CA
 
San Francisco-Oakland-Hayward, CA
 
176,510
 
87.2%
 
2,090

 
35.74

 
 
Kohl's, Sport Chalet
 
Walmart
24

Rose Pavilion
 
Pleasanton
 
CA
 
San Francisco-Oakland-Hayward, CA
 
293,359
 
96.5%
 
5,945

 
21.01

 
99 Ranch Market
 
Golfsmith, Macy's Home Store
 
 
25

Puente Hills Town Center
 
Rowland Heights
 
CA
 
Los Angeles-Long Beach-Anaheim, CA
 
259,162
 
98.2%
 
4,896

 
19.25

 
 
Marshalls, Michaels
 
 
26

San Bernardino Center
 
San Bernardino
 
CA
 
Riverside-San Bernardino-Ontario, CA
 
143,082
 
100.0%
 
1,040

 
7.27

 
 
Big Lots, Target
 
 
27

Ocean View Plaza
 
San Clemente
 
CA
 
Los Angeles-Long Beach-Anaheim, CA
 
169,963
 
98.9%
 
4,331

 
25.76

 
Ralphs (Kroger), Trader Joe's
 
CVS, Fitness Elite for Women
 
 
28

Mira Mesa Mall
 
San Diego
 
CA
 
San Diego-Carlsbad, CA
 
407,100
 
98.2%
 
7,386

 
19.30

 
Vons (Safeway)
 
Bed Bath & Beyond, Kohl's, Marshalls, Mira Mesa Lanes
 
 
29

San Dimas Plaza
 
San Dimas
 
CA
 
Los Angeles-Long Beach-Anaheim, CA
 
164,757
 
91.9%
 
3,203

 
21.16

 
Smart & Final Extra!
 
T.J.Maxx
 
Rite Aid
30

Bristol Plaza
 
Santa Ana
 
CA
 
Los Angeles-Long Beach-Anaheim, CA
 
111,403
 
100.0%
 
2,739

 
33.05

 
Trader Joe's
 
Big Lots, Petco, Rite Aid
 
 

- 28 -


 
Property Name
 
City
 
State
 
Metropolitan Statistical Area
 
GLA
 
% Leased
 
ABR
 
ABR/SF
 
Grocer (1)
 
Other Major Tenants
 
Non-Owned Major Tenants
31

Gateway Plaza
 
Santa Fe Springs
 
CA
 
Los Angeles-Long Beach-Anaheim, CA
 
289,268
 
100.0%
 
3,440

 
11.89

 
El Super, Walmart Supercenter
 
LA Fitness
 
Target
32

Santa Paula Shopping Center
 
Santa Paula
 
CA
 
Oxnard-Thousand Oaks-Ventura, CA
 
191,475
 
98.7%
 
1,850

 
9.79

 
Vons (Safeway)
 
Big Lots, Heritage Hardware
 
 
33

Vail Ranch Center
 
Temecula
 
CA
 
Riverside-San Bernardino-Ontario, CA
 
201,904
 
89.3%
 
2,453

 
13.60

 
Stater Bros.
 
Stein Mart
 
 
34

Country Hills Shopping Center
 
Torrance
 
CA
 
Los Angeles-Long Beach-Anaheim, CA
 
56,750
 
100.0%
 
931

 
17.49

 
Ralphs (Kroger)
 
 
 
35

Gateway Plaza - Vallejo
 
Vallejo
 
CA
 
Vallejo-Fairfield, CA
 
490,407
 
97.5%
 
7,519

 
15.80

 
Costco*
 
Bed Bath & Beyond, Century Theatres, Marshalls, Ross Dress for Less, Toys"R"Us
 
Target
36

Arvada Plaza
 
Arvada
 
CO
 
Denver-Aurora-Lakewood, CO
 
95,236
 
100.0%
 
670

 
7.04

 
King Soopers (Kroger)
 
Arc
 
 
37

Arapahoe Crossings
 
Aurora
 
CO
 
Denver-Aurora-Lakewood, CO
 
466,363
 
96.3%
 
5,684

 
12.66

 
King Soopers (Kroger)
 
2nd & Charles, AMC Theatres, Big Lots, Gordmans, Kohl's, Marshalls
 
 
38

Aurora Plaza
 
Aurora
 
CO
 
Denver-Aurora-Lakewood, CO
 
178,491
 
97.3%
 
1,226

 
7.32

 
King Soopers (Kroger)
 
Cinema Latino
 
 
39

Villa Monaco
 
Denver
 
CO
 
Denver-Aurora-Lakewood, CO
 
122,139
 
83.1%
 
1,231

 
12.12

 
Walmart Neighborhood Market
 
 
 
40

Superior Marketplace
 
Superior
 
CO
 
Boulder, CO
 
278,790
 
91.3%
 
3,779

 
14.85

 
Whole Foods Market, Costco*, SuperTarget*
 
Ross Dress for Less, Sports Authority, T.J.Maxx
 
 
41

Westminster City Center
 
Westminster
 
CO
 
Denver-Aurora-Lakewood, CO
 
337,540
 
86.7%
 
4,470

 
15.28

 
 
Babies"R"Us, Barnes & Noble, Gordmans, Ross Dress for Less
 
 
42

Freshwater - Stateline Plaza
 
Enfield
 
CT
 
Hartford-West Hartford-East Hartford, CT
 
295,647
 
100.0%
 
2,574

 
16.20

 
Costco
 
Dick's Sporting Goods, P.C. Richard & Son
 
The Home Depot
43

The Shoppes at Fox Run
 
Glastonbury
 
CT
 
Hartford-West Hartford-East Hartford, CT
 
108,627
 
95.3%
 
2,406

 
23.25

 
Whole Foods Market
 
Petco
 
 
44

Groton Square
 
Groton
 
CT
 
Norwich-New London, CT
 
196,802
 
100.0%
 
2,627

 
13.35

 
Super Stop & Shop (Ahold)
 
Kohl's
 
 
45

Parkway Plaza
 
Hamden
 
CT
 
New Haven-Milford, CT
 
72,353
 
92.1%
 
917

 
13.75

 
PriceRite (ShopRite)
 
 
 
46

Killingly Plaza
 
Killingly
 
CT
 
Worcester, MA-CT
 
75,304
 
93.7%
 
480

 
6.80

 
 
Kohl's
 
 
47

The Manchester Collection
 
Manchester
 
CT
 
Hartford-West Hartford-East Hartford, CT
 
342,247
 
96.8%
 
4,385

 
13.24

 
Sam's Club*
 
Ashley Furniture, Babies"R"Us, Bed Bath & Beyond, Savers, Sports Authority
 
Walmart
48

Chamberlain Plaza
 
Meriden
 
CT
 
New Haven-Milford, CT
 
55,264
 
89.0%
 
437

 
8.88

 
 
Dollar Tree, Savers
 
 
49

Milford Center
 
Milford
 
CT
 
New Haven-Milford, CT
 
25,056
 
100.0%
 
341

 
13.60

 
Xpect Discounts
 
 
 
50

Turnpike Plaza
 
Newington
 
CT
 
Hartford-West Hartford-East Hartford, CT
 
150,741
 
100.0%
 
2,378

 
15.77

 
Price Chopper
 
Dick's Sporting Goods
 
 
51

North Haven Crossing
 
North Haven
 
CT
 
New Haven-Milford, CT
 
104,017
 
97.9%
 
1,691

 
16.61

 
 
Barnes & Noble, Dollar Tree, DSW, PetSmart, Staples
 
 
52

Christmas Tree Plaza
 
Orange
 
CT
 
New Haven-Milford, CT
 
132,791
 
85.6%
 
1,738

 
15.29

 
 
A.C. Moore, Christmas Tree Shops
 
 
53

Stratford Square
 
Stratford
 
CT
 
Bridgeport-Stamford-Norwalk, CT
 
161,539
 
88.0%
 
1,686

 
11.86

 
 
Marshalls, Regal Cinemas
 
 
54

Torrington Plaza
 
Torrington
 
CT
 
Torrington, CT
 
125,496
 
97.9%
 
1,362

 
11.50

 
 
Jo-Ann Fabric & Craft Stores, Staples, T.J.Maxx
 
 
55

Waterbury Plaza
 
Waterbury
 
CT
 
New Haven-Milford, CT
 
197,206
 
86.2%
 
2,210

 
13.00

 
Super Stop & Shop (Ahold)
 
Pretty Woman
 
Target
56

Waterford Commons
 
Waterford
 
CT
 
Norwich-New London, CT
 
236,800
 
100.0%
 
4,378

 
18.49

 
 
Babies"R"Us, Dick’s Sporting Goods
 
Best Buy
57

North Dover Shopping Center
 
Dover
 
DE
 
Dover, DE
 
191,855
 
100.0%
 
2,070

 
10.79

 
Acme (Albertsons)
 
Party City, Staples, T.J.Maxx, Toys"R"Us
 
 
58

Apopka Commons
 
Apopka
 
FL
 
Orlando-Kissimmee-Sanford, FL
 
42,507
 
100.0%
 
582

 
13.68

 
 
Staples
 
The Home Depot
59

Brooksville Square
 
Brooksville
 
FL
 
Tampa-St. Petersburg-Clearwater, FL
 
152,661
 
89.6%
 
1,398

 
10.22

 
Publix
 
Sears Outlet
 
 
60

Coastal Way - Coastal Landing
 
Brooksville
 
FL
 
Tampa-St. Petersburg-Clearwater, FL
 
368,098
 
97.7%
 
3,218

 
11.99

 
 
Bed Bath & Beyond, Belk, hhgregg, Marshalls, Michaels, Office Depot, Old Navy, Petco, Sears
 
 

- 29 -


 
Property Name
 
City
 
State
 
Metropolitan Statistical Area
 
GLA
 
% Leased
 
ABR
 
ABR/SF
 
Grocer (1)
 
Other Major Tenants
 
Non-Owned Major Tenants
61

Midpoint Center
 
Cape Coral
 
FL
 
Cape Coral-Fort Myers, FL
 
75,386
 
98.1%
 
957

 
12.93

 
Publix
 
 
Target
62

Clearwater Mall
 
Clearwater
 
FL
 
Tampa-St. Petersburg-Clearwater, FL
 
300,929
 
97.9%
 
5,904

 
21.12

 
Costco*, SuperTarget*
 
hhgregg, Michaels, PetSmart, Ross Dress for Less
 
Lowe's
63

Coconut Creek
 
Coconut Creek
 
FL
 
Miami-Fort Lauderdale-West Palm Beach, FL
 
265,671
 
71.3%
 
2,339

 
12.36

 
Publix
 
Bealls Outlet, Big Lots, Off the Wall Tampoline
 
 
64

Century Plaza Shopping Center
 
Deerfield Beach
 
FL
 
Miami-Fort Lauderdale-West Palm Beach, FL
 
90,233
 
72.3%
 
1,306

 
20.02

 
 
Broward County Library
 
 
65

Northgate S.C.
 
DeLand
 
FL
 
Deltona-Daytona Beach-Ormond Beach, FL
 
186,396
 
97.6%
 
1,276

 
7.01

 
Publix
 
 
 
66

Eustis Village
 
Eustis
 
FL
 
Orlando-Kissimmee-Sanford, FL
 
156,927
 
94.0%
 
1,631

 
11.06

 
Publix
 
Beall's
 
 
67

First Street Village
 
Fort Meyers
 
FL
 
Cape Coral-Fort Myers, FL
 
54,926
 
94.7%
 
835

 
16.04

 
Publix
 
 
 
68

Sun Plaza
 
Ft. Walton Beach
 
FL
 
Crestview-Fort Walton Beach-Destin, FL
 
158,118
 
96.5%
 
1,514

 
9.93

 
Publix
 
Beall's, Books-A-Million, Office Depot, T.J.Maxx
 
 
69

Normandy Square
 
Jacksonville
 
FL
 
Jacksonville, FL
 
87,240
 
100.0%
 
730

 
8.37

 
Winn-Dixie (BI-LO)
 
CVS, Family Dollar
 
 
70

Regency Park
 
Jacksonville
 
FL
 
Jacksonville, FL
 
334,065
 
68.3%
 
1,954

 
8.56

 
 
American Signature Furniture, Bealls Outlet, Books-A-Million, Hobby Lobby
 
 
71

The Shoppes at Southside
 
Jacksonville
 
FL
 
Jacksonville, FL
 
109,113
 
100.0%
 
2,305

 
21.13

 
 
Best Buy, David's Bridal, Sports Authority
 
 
72

Ventura Downs
 
Kissimmee
 
FL
 
Orlando-Kissimmee-Sanford, FL
 
98,191
 
98.9%
 
1,211

 
12.47

 
Publix Sabor
 
 
 
73

Marketplace at Wycliffe
 
Lake Worth
 
FL
 
Miami-Fort Lauderdale-West Palm Beach, FL
 
133,520
 
93.5%
 
1,957

 
15.68

 
 
Walgreens
 
 
74

Venetian Isle Shopping Ctr
 
Lighthouse Point
 
FL
 
Miami-Fort Lauderdale-West Palm Beach, FL
 
189,164
 
91.8%
 
1,782

 
10.57

 
Publix
 
Petco, Staples, Tuesday Morning, T.J.Maxx
 
 
75

Marco Town Center
 
Marco Island
 
FL
 
Naples-Immokalee-Marco Island, FL
 
109,830
 
89.0%
 
1,898

 
19.42

 
Publix
 
 
 
76

Mall at 163rd Street
 
Miami
 
FL
 
Miami-Fort Lauderdale-West Palm Beach, FL
 
370,132
 
64.6%
 
3,832

 
20.22

 
Walmart Supercenter*
 
Marshalls, Office Depot, Ross Dress for Less
 
 
77

Miami Gardens
 
Miami
 
FL
 
Miami-Fort Lauderdale-West Palm Beach, FL
 
244,719
 
100.0%
 
2,468

 
10.09

 
Winn-Dixie (BI-LO)
 
Ross Dress for Less
 
 
78

Freedom Square
 
Naples
 
FL
 
Naples-Immokalee-Marco Island, FL
 
211,839
 
96.6%
 
1,762

 
8.61

 
Publix
 
 
 
79

Naples Plaza
 
Naples
 
FL
 
Naples-Immokalee-Marco Island, FL
 
200,820
 
100.0%
 
3,335

 
16.90

 
Publix
 
Marshalls, Office Depot, PGA TOUR Superstore
 
 
80

Park Shore Shopping Center
 
Naples
 
FL
 
Naples-Immokalee-Marco Island, FL
 
232,820
 
98.0%
 
1,913

 
8.39

 
The Fresh Market
 
Big Lots, HomeGoods, Kmart, YouFit Health Club
 
 
81

Chelsea Place
 
New Port Richey
 
FL
 
Tampa-St. Petersburg-Clearwater, FL
 
81,144
 
97.0%
 
883

 
11.21

 
Publix
 
Zone Fitness Club
 
 
82

Southgate
 
New Port Richey
 
FL
 
Tampa-St. Petersburg-Clearwater, FL
 
238,838
 
90.3%
 
1,956

 
9.51

 
Publix
 
Bealls Outlet, Big Lots, Old Time Pottery
 
 
83

Presidential Plaza
 
North Lauderdale
 
FL
 
Miami-Fort Lauderdale-West Palm Beach, FL
 
88,306
 
86.6%
 
732

 
9.57

 
Sedano's
 
Family Dollar
 
 
84

Fashion Square
 
Orange Park
 
FL
 
Jacksonville, FL
 
36,029
 
50.4%
 
377

 
29.22

 
 
Miller's Orange Park Ale House, Ruby Tuesday, Samurai Japanese Steakhouse
 
 
85

Colonial Marketplace
 
Orlando
 
FL
 
Orlando-Kissimmee-Sanford, FL
 
141,069
 
100.0%
 
2,064

 
14.63

 
 
LA Fitness, OfficeMax
 
Target
86

Conway Crossing
 
Orlando
 
FL
 
Orlando-Kissimmee-Sanford, FL
 
76,321
 
97.7%
 
883

 
11.84

 
Publix
 
 
 
87

Hunters Creek
 
Orlando
 
FL
 
Orlando-Kissimmee-Sanford, FL
 
73,204
 
100.0%
 
1,109

 
15.14

 
 
Office Depot
 
 
88

Pointe Orlando
 
Orlando
 
FL
 
Orlando-Kissimmee-Sanford, FL
 
408,002
 
85.5%
 
6,751

 
20.59

 
 
Regal Cinemas
 
 
89

Martin Downs Town Center
 
Palm City
 
FL
 
Port St. Lucie, FL
 
64,546
 
100.0%
 
817

 
12.65

 
Publix
 
 
 
90

Martin Downs Village Center
 
Palm City
 
FL
 
Port St. Lucie, FL
 
161,604
 
76.9%
 
2,145

 
17.26

 
 
Goodwill, Martin Memorial, Walgreens
 
 
91

23rd Street Station
 
Panama City
 
FL
 
Panama City, FL
 
98,827
 
89.8%
 
1,021

 
11.51

 
Publix
 
 
 
92

Panama City Square
 
Panama City
 
FL
 
Panama City, FL
 
298,685
 
99.5%
 
2,185

 
7.35

 
Walmart Supercenter
 
Big Lots, Michaels, Sports Authority, T.J.Maxx
 
 

- 30 -


 
Property Name
 
City
 
State
 
Metropolitan Statistical Area
 
GLA
 
% Leased
 
ABR
 
ABR/SF
 
Grocer (1)
 
Other Major Tenants
 
Non-Owned Major Tenants
93

Pensacola Square
 
Pensacola
 
FL
 
Pensacola-Ferry Pass-Brent, FL
 
142,767
 
88.2%
 
1,079

 
9.13

 
 
Beall's, Big Lots, Sears Home Appliance Showroom
 
Hobby Lobby
94

Shopper's Haven Shopping Ctr
 
Pompano Beach
 
FL
 
Miami-Fort Lauderdale-West Palm Beach, FL
 
206,791
 
94.5%
 
2,449

 
12.94

 
Winn-Dixie (BI-LO)
 
A.C. Moore, Bealls Outlet, Bed Bath & Beyond, Party City, YouFit Health Club
 
 
95

East Port Plaza
 
Port St. Lucie
 
FL
 
Port St. Lucie, FL
 
162,831
 
82.4%
 
1,770

 
13.20

 
Publix
 
Medvance, Walgreens
 
 
96

Shoppes of Victoria Square
 
Port St. Lucie
 
FL
 
Port St. Lucie, FL
 
95,243
 
84.0%
 
919

 
11.48

 
Winn-Dixie (BI-LO)
 
Dollar Tree
 
 
97

Lake St. Charles
 
Riverview
 
FL
 
Tampa-St. Petersburg-Clearwater, FL
 
57,015
 
95.4%
 
553

 
10.18

 
Sweetbay Supermarket (BI-LO)
 
 
 
98

Cobblestone Village I and II
 
Royal Palm Beach
 
FL
 
Miami-Fort Lauderdale-West Palm Beach, FL
 
39,404
 
70.7%
 
484

 
17.37

 
SuperTarget*
 
Blue Fish Restaurant, The Zoo Health Club
 
 
99

Beneva Village Shops
 
Sarasota
 
FL
 
North Port-Sarasota-Bradenton, FL
 
141,532
 
89.1%
 
1,477

 
11.71

 
Publix
 
Harbor Freight Tools, Walgreens, YouFit Health Club
 
 
100

Sarasota Village
 
Sarasota
 
FL
 
North Port-Sarasota-Bradenton, FL
 
173,184
 
99.2%
 
1,869

 
11.16

 
Publix
 
Big Lots, Crunch Fitness, HomeGoods
 
 
101

Atlantic Plaza
 
Satellite Beach
 
FL
 
Palm Bay-Melbourne-Titusville, FL
 
128,405
 
74.8%
 
1,208

 
23.94

 
Publix
 
 
 
102

Seminole Plaza
 
Seminole
 
FL
 
Tampa-St. Petersburg-Clearwater, FL
 
146,579
 
95.9%
 
935

 
6.65

 
 
Burlington Coat Factory, T.J.Maxx
 
 
103

Cobblestone Village
 
St. Augustine
 
FL
 
Jacksonville, FL
 
261,081
 
97.4%
 
3,232

 
12.71

 
Publix
 
Beall's, Bed Bath & Beyond, Michaels, Petco, Ross Dress for Less
 
 
104

Dolphin Village
 
St. Pete Beach
 
FL
 
Tampa-St. Petersburg-Clearwater, FL
 
136,224
 
81.3%
 
1,507

 
13.61

 
Publix
 
CVS, Dollar Tree
 
 
105

Bay Point Plaza
 
St. Petersburg
 
FL
 
Tampa-St. Petersburg-Clearwater, FL
 
103,986
 
83.7%
 
891

 
10.23

 
Publix
 
Beall's
 
 
106

Rutland Plaza
 
St. Petersburg
 
FL
 
Tampa-St. Petersburg-Clearwater, FL
 
149,562
 
97.2%
 
1,236

 
8.50

 
Winn-Dixie (BI-LO)
 
Beall’s, Big Lots
 
 
107

Skyway Plaza
 
St. Petersburg
 
FL
 
Tampa-St. Petersburg-Clearwater, FL
 
110,799
 
94.1%
 
896

 
8.60

 
 
Dollar Tree
 
 
108

Tyrone Gardens
 
St. Petersburg
 
FL
 
Tampa-St. Petersburg-Clearwater, FL
 
209,337
 
84.9%
 
1,554

 
8.75

 
Winn-Dixie (BI-LO)
 
Big Lots, Chuck E. Cheese’s
 
 
109

Downtown Publix
 
Stuart
 
FL
 
Port St. Lucie, FL
 
153,246
 
71.9%
 
1,131

 
10.26

 
Publix
 
Schumacher Music
 
 
110

Sunrise Town Center
 
Sunrise
 
FL
 
Miami-Fort Lauderdale-West Palm Beach, FL
 
128,109
 
82.4%
 
1,293

 
12.25

 
Patel Brothers
 
Dollar Tree, LA Fitness
 
Walmart
111

Carrollwood Center
 
Tampa
 
FL
 
Tampa-St. Petersburg-Clearwater, FL
 
93,673
 
98.2%
 
1,333

 
14.49

 
Publix
 
Rarehues
 
 
112

Ross Plaza
 
Tampa
 
FL
 
Tampa-St. Petersburg-Clearwater, FL
 
90,625
 
94.7%
 
1,117

 
13.01

 
 
Deal$, Ross Dress for Less
 
 
113

Tarpon Mall
 
Tarpon Springs
 
FL
 
Tampa-St. Petersburg-Clearwater, FL
 
145,832
 
100.0%
 
2,102

 
14.41

 
Publix
 
Petco, T.J.Maxx
 
 
114

Venice Plaza
 
Venice
 
FL
 
North Port-Sarasota-Bradenton, FL
 
132,345
 
95.5%
 
782

 
6.19

 
Sweetbay Supermarket (BI-LO)
 
T.J.Maxx
 
 
115

Venice Shopping Center
 
Venice
 
FL
 
North Port-Sarasota-Bradenton, FL
 
109,801
 
76.2%
 
427

 
5.11

 
Publix
 
Beall's
 
 
116

Governors Town Square
 
Acworth
 
GA
 
Atlanta-Sandy Springs-Roswell, GA
 
68,658
 
98.0%
 
1,125

 
16.72

 
Publix
 
 
 
117

Albany Plaza
 
Albany
 
GA
 
Albany, GA
 
114,169
 
75.1%
 
541

 
6.31

 
Harveys (BI-LO)
 
Big Lots, OK Beauty & Fashions Outlet
 
 
118

Mansell Crossing
 
Alpharetta
 
GA
 
Atlanta-Sandy Springs-Roswell, GA
 
332,364
 
97.9%
 
4,476

 
13.76

 
 
AMC Theatres, Barnes & Noble, Macy's Furniture Gallery, Sports Authority, T.J.Maxx
 
Toys"R"Us
119

Perlis Plaza
 
Americus
 
GA
 
Americus, GA
 
165,315
 
79.9%
 
685

 
5.18

 
 
Belk, Roses
 
 
120

Northeast Plaza
 
Atlanta
 
GA
 
Atlanta-Sandy Springs-Roswell, GA
 
442,200
 
87.6%
 
3,610

 
9.46

 
G-Mart International Foods
 
Atlanta Ballroom Dance Club, dd's Discounts, Goodwill
 
 
121

Augusta West Plaza
 
Augusta
 
GA
 
Augusta-Richmond County, GA-SC
 
207,823
 
71.2%
 
1,078

 
7.29

 
 
Burlington Coat Factory, Dollar Tree
 
 
122

Sweetwater Village
 
Austell
 
GA
 
Atlanta-Sandy Springs-Roswell, GA
 
66,197
 
96.4%
 
457

 
7.17

 
Food Depot
 
Family Dollar
 
 
123

Vineyards at Chateau Elan
 
Braselton
 
GA
 
 
79,047
 
82.4%
 
931

 
14.29

 
Publix
 
 
 
124

Cedar Plaza
 
Cedartown
 
GA
 
Cedartown, GA
 
83,300
 
100.0%
 
594

 
7.14

 
Kroger
 
Gold's Gym
 
 

- 31 -


 
Property Name
 
City
 
State
 
Metropolitan Statistical Area
 
GLA
 
% Leased
 
ABR
 
ABR/SF
 
Grocer (1)
 
Other Major Tenants
 
Non-Owned Major Tenants
125

Conyers Plaza
 
Conyers
 
GA
 
Atlanta-Sandy Springs-Roswell, GA
 
171,374
 
91.4%
 
1,739

 
11.10

 
Walmart Supercenter*
 
Jo-Ann Fabric & Craft Stores, PetSmart, Value Village
 
The Home Depot
126

Cordele Square
 
Cordele
 
GA
 
Cordele, GA
 
127,953
 
82.6%
 
648

 
6.12

 
Harveys (BI-LO)
 
Belk, Citi Trends, Cordele Theatres
 
 
127

Habersham Crossing (3)
 
Cornelia
 
GA
 
Cornelia, GA
 
161,130
 
51.8%
 
515

 
6.16

 
 
Peebles, Tractor Supply Co.
 
 
128

Covington Gallery
 
Covington
 
GA
 
Atlanta-Sandy Springs-Roswell, GA
 
174,857
 
93.6%
 
1,121

 
6.85

 
Ingles
 
Kmart
 
 
129

Salem Road Station
 
Covington
 
GA
 
Atlanta-Sandy Springs-Roswell, GA
 
67,270
 
83.2%
 
602

 
10.76

 
Publix
 
 
 
130

Keith Bridge Commons
 
Cumming
 
GA
 
Atlanta-Sandy Springs-Roswell, GA
 
94,886
 
87.7%
 
1,062

 
12.76

 
Kroger
 
Anytime Fitness
 
 
131

Northside
 
Dalton
 
GA
 
Dalton, GA
 
73,931
 
86.3%
 
490

 
7.67

 
BI-LO
 
Family Dollar
 
 
132

Cosby Station
 
Douglasville
 
GA
 
Atlanta-Sandy Springs-Roswell, GA
 
77,811
 
91.4%
 
745

 
10.48

 
Publix
 
 
 
133

Park Plaza
 
Douglasville
 
GA
 
Atlanta-Sandy Springs-Roswell, GA
 
46,494
 
63.8%
 
451

 
15.18

 
Kroger*
 
 
 
134

Dublin Village
 
Dublin
 
GA
 
Dublin, GA
 
98,540
 
88.7%
 
601

 
6.88

 
Kroger
 
 
 
135

Westgate
 
Dublin
 
GA
 
Dublin, GA
 
118,938
 
86.4%
 
537

 
5.43

 
Harveys (BI-LO)
 
Beall's, Big Lots
 
The Home Depot
136

Venture Pointe
 
Duluth
 
GA
 
Atlanta-Sandy Springs-Roswell, GA
 
155,172
 
97.1%
 
1,627

 
10.80

 
 
American Signature Furniture, Ollie's Bargain Outlet, Studio Movie Grill
 
 
137

Banks Station
 
Fayetteville
 
GA
 
Atlanta-Sandy Springs-Roswell, GA
 
176,451
 
81.4%
 
1,103

 
8.96

 
Food Depot
 
Cinemark, Staples
 
 
138

Barrett Place
 
Kennesaw
 
GA
 
Atlanta-Sandy Springs-Roswell, GA
 
218,818
 
100.0%
 
2,088

 
9.54

 
 
Best Buy, Michaels, OfficeMax, PetSmart, Sports Authority, The Furniture Mall
 
 
139

Shops of Huntcrest
 
Lawrenceville
 
GA
 
Atlanta-Sandy Springs-Roswell, GA
 
97,040
 
96.7%
 
1,198

 
12.77

 
Publix
 
 
 
140

Mableton Walk
 
Mableton
 
GA
 
Atlanta-Sandy Springs-Roswell, GA
 
105,884
 
83.7%
 
1,044

 
11.78

 
Publix
 
 
 
141

The Village at Mableton
 
Mableton
 
GA
 
Atlanta-Sandy Springs-Roswell, GA
 
239,013
 
63.3%
 
900

 
6.21

 
 
Dollar Tree, Kmart
 
 
142

North Park
 
Macon
 
GA
 
Macon, GA
 
216,795
 
94.2%
 
1,164

 
5.70

 
Kroger
 
Kmart
 
 
143

Marshalls at Eastlake
 
Marietta
 
GA
 
Atlanta-Sandy Springs-Roswell, GA
 
54,976
 
97.1%
 
479

 
8.97

 
 
Marshalls
 
 
144

New Chastain Corners
 
Marietta
 
GA
 
Atlanta-Sandy Springs-Roswell, GA
 
113,079
 
81.3%
 
924

 
10.05

 
Kroger
 
 
 
145

Pavilions at Eastlake
 
Marietta
 
GA
 
Atlanta-Sandy Springs-Roswell, GA
 
157,888
 
86.6%
 
1,566

 
11.45

 
Kroger
 
J. Christopher's
 
 
146

Merchants Crossing (3)
 
Newnan
 
GA
 
Atlanta-Sandy Springs-Roswell, GA
 
174,059
 
80.0%
 
1,002

 
7.20

 
Kroger
 
 
 
147

Perry Marketplace
 
Perry
 
GA
 
Warner Robins, GA
 
179,973
 
77.0%
 
938

 
6.78

 
Kroger
 
Ace Hardware, Beall's Outlet, Peebles
 
 
148

Creekwood Village
 
Rex
 
GA
 
Atlanta-Sandy Springs-Roswell, GA
 
69,778
 
92.1%
 
518

 
8.05

 
Food Depot
 
 
 
149

Shops of Riverdale
 
Riverdale
 
GA
 
Atlanta-Sandy Springs-Roswell, GA
 
16,808
 
100.0%
 
271

 
16.12

 
Walmart Supercenter*
 
 
 
150

Holcomb Bridge Crossing
 
Roswell
 
GA
 
Atlanta-Sandy Springs-Roswell, GA
 
105,420
 
91.7%
 
899

 
9.30

 
 
PGA TOUR Superstore
 
 
151

Victory Square
 
Savannah
 
GA
 
Savannah, GA
 
122,739
 
98.5%
 
1,710

 
14.48

 
SuperTarget*
 
Citi Trends, Dollar Tree, Frank Theatres, Staples
 
The Home Depot
152

Eisenhower Square (3)
 
Savannah
 
GA
 
Savannah, GA
 
126,320
 
93.4%
 
966

 
8.19

 
Save-A-Lot
 
 
 
153

Wisteria Village (3)
 
Snellville
 
GA
 
Atlanta-Sandy Springs-Roswell, GA
 
173,152
 
90.4%
 
844

 
5.39

 
 
Hobby Lobby, Kmart
 
 
154

University Commons (3)
 
Statesboro
 
GA
 
Statesboro, GA
 
59,814
 
94.0%
 
543

 
9.66

 
 
 
 
155

Stockbridge Village
 
Stockbridge
 
GA
 
Atlanta-Sandy Springs-Roswell, GA
 
188,103
 
76.9%
 
1,980

 
13.69

 
Kroger
 
 
 
156

Stone Mountain Festival
 
Stone Mountain
 
GA
 
Atlanta-Sandy Springs-Roswell, GA
 
347,091
 
89.2%
 
1,746

 
5.64

 
Walmart Supercenter
 
Hobby Lobby
 
 
157

Wilmington Island
 
Wilmington Island
 
GA
 
Savannah, GA
 
87,818
 
70.9%
 
761

 
12.21

 
Kroger
 
 
 
158

Davenport Retail Center
 
Davenport
 
IA
 
Davenport-Moline-Rock Island, IA-IL
 
62,588
 
100.0%
 
720

 
11.50

 
SuperTarget*
 
Factory Card & Party Outlet, PetSmart, Staples
 
 
159

Kimberly West Shopping Center
 
Davenport
 
IA
 
Davenport-Moline-Rock Island, IA-IL
 
113,713
 
86.0%
 
579

 
5.92

 
Hy-Vee
 
 
 
160

Haymarket Mall
 
Des Moines
 
IA
 
Des Moines-West Des Moines, IA
 
241,572
 
96.8%
 
1,233

 
5.56

 
 
Burlington Coat Factory, Hobby Lobby
 
 
161

Haymarket Square
 
Des Moines
 
IA
 
Des Moines-West Des Moines, IA
 
269,705
 
71.6%
 
1,203

 
9.21

 
Dahl's Foods
 
Big Lots, Northern Tool + Equipment, Office Depot
 
 

- 32 -


 
Property Name
 
City
 
State
 
Metropolitan Statistical Area
 
GLA
 
% Leased
 
ABR
 
ABR/SF
 
Grocer (1)
 
Other Major Tenants
 
Non-Owned Major Tenants
162

Warren Plaza
 
Dubuque
 
IA
 
Dubuque, IA
 
96,339
 
96.7%
 
745

 
7.99

 
Hy-Vee
 
 
Target
163

Annex of Arlington
 
Arlington Heights
 
IL
 
Chicago-Naperville-Elgin, IL-IN-WI
 
193,175
 
93.0%
 
2,785

 
15.50

 
Trader Joe's
 
Barnes & Noble, Binny's Beverage Depot, hhgregg, Petco
 
 
164

Ridge Plaza
 
Arlington Heights
 
IL
 
Chicago-Naperville-Elgin, IL-IN-WI
 
151,643
 
88.8%
 
1,834

 
13.62

 
 
Savers, XSport Fitness
 
Kohl's
165

Bartonville Square
 
Bartonville
 
IL
 
Peoria, IL
 
61,678
 
95.7%
 
300

 
5.69

 
Kroger
 
 
 
166

Festival Center
 
Bradley
 
IL
 
Kankakee, IL
 
63,796
 
76.7%
 
286

 
5.85

 
 
Big Lots, Dollar General
 
 
167

Southfield Plaza
 
Bridgeview
 
IL
 
Chicago-Naperville-Elgin, IL-IN-WI
 
198,331
 
96.9%
 
2,053

 
10.69

 
Shop 'n Save
 
Hobby Lobby
 
 
168

Commons of Chicago Ridge
 
Chicago Ridge
 
IL
 
Chicago-Naperville-Elgin, IL-IN-WI
 
324,490
 
96.9%
 
3,877

 
13.28

 
 
Marshalls, Office Depot, The Home Depot, XSport Fitness
 
 
169

Rivercrest Shopping Center
 
Crestwood
 
IL
 
Chicago-Naperville-Elgin, IL-IN-WI
 
488,680
 
93.0%
 
5,258

 
12.85

 
Ultra Foods
 
Best Buy, PetSmart, Ross Dress for Less, T.J.Maxx
 
 
170

The Commons of Crystal Lake
 
Crystal Lake
 
IL
 
Chicago-Naperville-Elgin, IL-IN-WI
 
273,060
 
87.7%
 
2,550

 
10.65

 
Jewel-Osco (Albertsons)
 
Marshalls, Toys"R"Us
 
Hobby Lobby
171

Elk Grove Town Center
 
Elk Grove Village
 
IL
 
Chicago-Naperville-Elgin, IL-IN-WI
 
131,849
 
99.2%
 
2,018

 
15.43

 
Joe Caputo & Sons Fruit Market
 
Walgreens
 
 
172

Crossroads Centre
 
Fairview Heights
 
IL
 
St. Louis, MO-IL
 
242,198
 
86.7%
 
1,920

 
11.12

 
 
Big Lots, Hobby Lobby, T.J.Maxx
 
 
173

Frankfort Crossing Shopping Center
 
Frankfort
 
IL
 
Chicago-Naperville-Elgin, IL-IN-WI
 
114,534
 
89.7%
 
1,360

 
13.24

 
Jewel-Osco (Albertsons)
 
Ace Hardware
 
 
174

Freeport Plaza
 
Freeport
 
IL
 
Freeport, IL
 
87,846
 
100.0%
 
566

 
6.44

 
Cub Foods (Supervalu)
 
Stone's Hallmark
 
 
175

Westview Center
 
Hanover Park
 
IL
 
Chicago-Naperville-Elgin, IL-IN-WI
 
326,372
 
89.9%
 
2,604

 
9.19

 
Tony's Finer Foods
 
Big Lots, LA Fitness
 
Value City
176

The Quentin Collection
 
Kildeer
 
IL
 
Chicago-Naperville-Elgin, IL-IN-WI
 
166,742
 
99.1%
 
2,685

 
16.25

 
The Fresh Market
 
Best Buy, DSW, PetSmart, Stein Mart
 
 
177

Butterfield Square
 
Libertyville
 
IL
 
Chicago-Naperville-Elgin, IL-IN-WI
 
106,755
 
92.7%
 
1,470

 
14.85

 
Sunset Foods
 
 
 
178

High Point Centre
 
Lombard
 
IL
 
Chicago-Naperville-Elgin, IL-IN-WI
 
240,046
 
94.8%
 
2,413

 
10.61

 
Ultra Foods
 
Babies"R"Us, Office Depot
 
 
179

Marketplace at Matteson (3)
 
Matteson
 
IL
 
Chicago-Naperville-Elgin, IL-IN-WI
 
299,198
 
94.9%
 
1,880

 
6.62

 
 
Burlington Coat Factory, CW Price
 
 
180

Long Meadow Commons
 
Mundelein
 
IL
 
Chicago-Naperville-Elgin, IL-IN-WI
 
118,470
 
87.1%
 
1,524

 
16.06

 
 
 
 
181

Westridge Court
 
Naperville
 
IL
 
Chicago-Naperville-Elgin, IL-IN-WI
 
673,082
 
98.2%
 
7,309

 
11.06

 
 
Big Lots, buybuy BABY, Carson Pirie Scott Furniture Gallery, Gordmans, hhgregg, Hollywood Palms Cinema, Marshalls, Savers
 
 
182

Sterling Bazaar
 
Peoria
 
IL
 
Peoria, IL
 
84,438
 
97.2%
 
800

 
9.97

 
Kroger
 
 
 
183

Rollins Crossing
 
Round Lake Beach
 
IL
 
Chicago-Naperville-Elgin, IL-IN-WI
 
192,911
 
97.2%
 
1,862

 
16.21

 
 
LA Fitness, Regal Cinemas
 
 
184

Twin Oaks Shopping Center
 
Silvis
 
IL
 
Davenport-Moline-Rock Island, IA-IL
 
114,342
 
96.4%
 
709

 
6.43

 
Hy-Vee
 
Eye Surgeons Associates
 
 
185

Parkway Pointe
 
Springfield
 
IL
 
Springfield, IL
 
38,737
 
85.9%
 
569

 
17.09

 
 
dressbarn, Family Christian Stores, Shoe Carnival
 
Target, Walmart
186

Sangamon Center North
 
Springfield
 
IL
 
Springfield, IL
 
139,907
 
94.9%
 
1,228

 
9.25

 
Schnucks
 
U.S. Post Office
 
 
187

Fairhills Mall (3)
 
Springfield
 
IL
 
Springfield, IL
 
106,528
 
79.8%
 
517

 
6.08

 
Cub County Market
 
 
 
188

Tinley Park Plaza
 
Tinley Park
 
IL
 
Chicago-Naperville-Elgin, IL-IN-WI
 
249,954
 
91.5%
 
2,460

 
10.76

 
Walt's Fine Foods
 
 
 
189

Meridian Village Plaza
 
Carmel
 
IN
 
Indianapolis-Carmel-Anderson, IN
 
130,769
 
91.3%
 
1,011

 
8.47

 
 
Godby Home Furnishings, Ollie's Bargain Outlet
 
 
190

Columbus Center
 
Columbus
 
IN
 
Columbus, IN
 
143,703
 
99.5%
 
1,463

 
10.23

 
 
Big Lots, MC Sports, OfficeMax, T.J.Maxx
 
Target
191

Elkhart Plaza West
 
Elkhart
 
IN
 
Elkhart-Goshen, IN
 
81,651
 
93.2%
 
587

 
7.71

 
Martin's Super Market
 
CVS
 
 
192

Apple Glen Crossing
 
Fort Wayne
 
IN
 
Fort Wayne, IN
 
150,156
 
90.5%
 
1,742

 
16.39

 
Walmart Supercenter*
 
Best Buy, Dick's Sporting Goods, PetSmart
 
Kohl's
193

Elkhart Market Centre
 
Goshen
 
IN
 
Elkhart-Goshen, IN
 
363,883
 
97.3%
 
2,194

 
6.20

 
Sam's Club
 
Walmart
 
 
194

Marwood Plaza
 
Indianapolis
 
IN
 
Indianapolis-Carmel-Anderson, IN
 
107,080
 
82.1%
 
681

 
7.75

 
Kroger
 
Rainbow
 
 

- 33 -


 
Property Name
 
City
 
State
 
Metropolitan Statistical Area
 
GLA
 
% Leased
 
ABR
 
ABR/SF
 
Grocer (1)
 
Other Major Tenants
 
Non-Owned Major Tenants
195

Westlane Shopping Center
 
Indianapolis
 
IN
 
Indianapolis-Carmel-Anderson, IN
 
71,490
 
97.5%
 
474

 
6.81

 
Marsh Supermarket
 
Family Dollar
 
 
196

Valley View Plaza
 
Marion
 
IN
 
Marion, IN
 
29,974
 
96.0%
 
372

 
12.93

 
Walmart Supercenter*
 
Aaron's
 
 
197

Bittersweet Plaza
 
Mishawaka
 
IN
 
South Bend-Mishawaka, IN-MI
 
91,798
 
89.2%
 
682

 
8.32

 
Martin's Super Market
 
 
 
198

Lincoln Plaza
 
New Haven
 
IN
 
Fort Wayne, IN
 
103,938
 
59.9%
 
517

 
8.31

 
Kroger
 
 
 
199

Speedway Super Center
 
Speedway
 
IN
 
Indianapolis-Carmel-Anderson, IN
 
577,360
 
82.9%
 
4,028

 
8.83

 
Kroger
 
Kohl's, Sears Outlet, T.J.Maxx
 
 
200

Knox Plaza (3)
 
Vincennes
 
IN
 
Vincennes, IN
 
72,914
 
85.1%
 
237

 
3.82

 
 
Aaron's, Ashley Jordan's Furniture
 
 
201

Sagamore Park Centre
 
West Lafayette
 
IN
 
Lafayette-West Lafayette, IN
 
118,436
 
88.7%
 
989

 
9.42

 
Pay Less (Kroger)
 
 
 
202

Westchester Square
 
Lenexa
 
KS
 
Kansas City, MO-KS
 
164,838
 
80.1%
 
1,131

 
8.57

 
Hy-Vee
 
 
 
203

West Loop Shopping Center
 
Manhattan
 
KS
 
Manhattan, KS
 
209,454
 
97.3%
 
1,722

 
13.58

 
Dillons (Kroger)
 
Bellus Academy, Jo-Ann Fabric & Craft Stores, Marshalls
 
 
204

Green River Plaza
 
Campbellsville
 
KY
 
Campbellsville, KY
 
203,239
 
99.0%
 
1,318

 
6.55

 
Kroger
 
Burke's Outlet, Goody’s, JC Penney, Jo-Ann Fabric & Craft Stores, Tractor Supply Co.
 
 
205

Kmart Plaza
 
Elizabethtown
 
KY
 
Elizabethtown-Fort Knox, KY
 
130,466
 
100.0%
 
855

 
6.56

 
 
Kmart, Staples
 
 
206

Florence Plaza - Florence Square
 
Florence
 
KY
 
Cincinnati, OH-KY-IN
 
624,090
 
97.5%
 
5,777

 
12.47

 
Kroger
 
Barnes & Noble, Hobby Lobby, HomeGoods, Old Navy, Ollie's Bargain Outlet, Staples, T.J.Maxx
 
 
207

Highland Commons
 
Glasgow
 
KY
 
Glasgow, KY
 
130,466
 
98.2%
 
736

 
5.75

 
Food Lion
 
Kmart
 
 
208

Jeffersontown Commons
 
Jeffersontown
 
KY
 
Louisville/Jefferson County, KY-IN
 
208,374
 
82.9%
 
1,486

 
9.13

 
 
King Pin Lanes, Louisville Athletic Club
 
 
209

Mist Lake Plaza
 
Lexington
 
KY
 
Lexington-Fayette, KY
 
217,292
 
93.0%
 
1,425

 
7.05

 
 
Gabriel Brothers, Walmart
 
 
210

London Marketplace
 
London
 
KY
 
London, KY
 
169,032
 
100.0%
 
1,090

 
6.45

 
Kroger
 
Burke's Outlet, Kmart
 
 
211

Eastgate Shopping Center
 
Louisville
 
KY
 
Louisville/Jefferson County, KY-IN
 
174,947
 
96.5%
 
1,627

 
9.63

 
Kroger
 
 
 
212

Plainview Village
 
Louisville
 
KY
 
Louisville/Jefferson County, KY-IN
 
164,367
 
88.3%
 
1,276

 
9.31

 
Kroger
 
 
 
213

Stony Brook I & II
 
Louisville
 
KY
 
Louisville/Jefferson County, KY-IN
 
136,919
 
92.8%
 
1,654

 
13.01

 
Kroger
 
 
 
214

Towne Square North
 
Owensboro
 
KY
 
Owensboro, KY
 
163,161
 
100.0%
 
1,153

 
7.06

 
 
Books-A-Million, Hobby Lobby, Office Depot
 
 
215

Lexington Road Plaza
 
Versailles
 
KY
 
Lexington-Fayette, KY
 
197,668
 
100.0%
 
1,431

 
7.24

 
Kroger
 
Kmart
 
 
216

Karam Shopping Center
 
Lafayette
 
LA
 
Lafayette, LA
 
100,238
 
88.4%
 
258

 
2.91

 
Super 1 Foods
 
Conn's
 
 
217

Iberia Plaza
 
New Iberia
 
LA
 
Lafayette, LA
 
131,731
 
95.0%
 
705

 
5.63

 
Super 1 Foods
 
 
 
218

Lagniappe Village
 
New Iberia
 
LA
 
Lafayette, LA
 
201,360
 
96.9%
 
1,470

 
7.53

 
 
Big Lots, Citi Trends, Stage, T.J.Maxx
 
 
219

The Pines
 
Pineville
 
LA
 
Alexandria, LA
 
179,039
 
97.8%
 
1,076

 
6.15

 
Super 1 Foods
 
Kmart
 
 
220

Points West
 
Brockton
 
MA
 
Boston-Cambridge-Newton, MA-NH
 
139,255
 
84.0%
 
1,033

 
8.83

 
PriceRite (ShopRite)
 
Ocean State Job Lot
 
 
221

Burlington Square I, II & III
 
Burlington
 
MA
 
Boston-Cambridge-Newton, MA-NH
 
86,290
 
100.0%
 
2,014

 
23.34

 
 
Golf Galaxy, Pyara Aveda Spa & Salon, Staples
 
 
222

Chicopee Marketplace
 
Chicopee
 
MA
 
Springfield, MA
 
150,959
 
100.0%
 
2,479

 
17.01

 
Walmart Supercenter*
 
Marshalls, Staples
 
 
223

Holyoke Shopping Center
 
Holyoke
 
MA
 
Springfield, MA
 
201,875
 
94.8%
 
1,444

 
10.87

 
Super Stop & Shop (Ahold)
 
Ocean State Job Lot
 
 
224

WaterTower Plaza
 
Leominster
 
MA
 
Worcester, MA-CT
 
296,077
 
92.0%
 
3,735

 
13.71

 
Shaw's (Albertsons)
 
Ocean State Job Lot, T.J.Maxx
 
 
225

Lunenberg Crossing
 
Lunenburg
 
MA
 
Worcester, MA-CT
 
25,515
 
47.1%
 
205

 
17.05

 
Hannaford Bros. (Delhaize)*
 
 
Walmart
226

Lynn Marketplace
 
Lynn
 
MA
 
Boston-Cambridge-Newton, MA-NH
 
78,092
 
100.0%
 
879

 
11.25

 
Shaw's (Albertsons)
 
Rainbow
 
 
227

Berkshire Crossing
 
Pittsfield
 
MA
 
Pittsfield, MA
 
442,549
 
99.9%
 
3,858

 
19.44

 
Price Chopper
 
The Home Depot, Ulta, Walmart
 
 
228

Westgate Plaza
 
Westfield
 
MA
 
Springfield, MA
 
103,903
 
97.3%
 
1,112

 
11.33

 
 
Ocean State Job Lot, Staples, T.J.Maxx
 
 

- 34 -


 
Property Name
 
City
 
State
 
Metropolitan Statistical Area
 
GLA
 
% Leased
 
ABR
 
ABR/SF
 
Grocer (1)
 
Other Major Tenants
 
Non-Owned Major Tenants
229

Perkins Farm Marketplace
 
Worcester
 
MA
 
Worcester, MA-CT
 
204,038
 
67.9%
 
1,729

 
12.48

 
Super Stop & Shop (Ahold)
 
CW Price
 
 
230

South Plaza Shopping Center
 
California
 
MD
 
California-Lexington Park, MD
 
92,335
 
100.0%
 
1,655

 
17.92

 
 
Best Buy, Old Navy, Petco, Ross Dress for Less
 
 
231

Campus Village
 
College Park
 
MD
 
Washington-Arlington-Alexandria, DC-VA-MD-WV
 
25,529
 
75.3%
 
504

 
26.19

 
 
 
 
232

Fox Run
 
Prince Frederick
 
MD
 
Washington-Arlington-Alexandria, DC-VA-MD-WV
 
292,849
 
98.3%
 
3,011

 
10.45

 
Giant Food (Ahold)
 
Jo-Ann Fabric & Craft Stores, Kmart, Peebles
 
 
233

Liberty Plaza
 
Randallstown
 
MD
 
Baltimore-Columbia-Towson, MD
 
219,862
 
99.5%
 
2,543

 
11.62

 
Walmart Supercenter
 
Marshalls
 
 
234

Rising Sun Towne Centre
 
Rising Sun
 
MD
 
Philadelphia-Camden-Wilmington, PA-NJ-DE-MD
 
141,702
 
94.9%
 
1,656

 
12.63

 
Martin's Food (Ahold)
 
Big Lots
 
 
235

BJ's Plaza
 
Portland
 
ME
 
Portland-South Portland, ME
 
104,233
 
100.0%
 
803

 
7.70

 
BJ’s Wholesale Club
 
 
 
236

Pine Tree Shopping Center
 
Portland
 
ME
 
Portland-South Portland, ME
 
287,513
 
89.4%
 
1,721

 
19.44

 
 
Big Lots, Lowe's
 
 
237

Maple Village
 
Ann Arbor
 
MI
 
Ann Arbor, MI
 
293,525
 
97.3%
 
2,463

 
8.63

 
Plum Market
 
Dunham's Sports, Kmart
 
 
238

Grand Crossing
 
Brighton
 
MI
 
Detroit-Warren-Dearborn, MI
 
85,389
 
86.2%
 
703

 
9.56

 
VG's Food (SpartanNash)
 
ACO Hardware
 
 
239

Farmington Crossroads
 
Farmington
 
MI
 
Detroit-Warren-Dearborn, MI
 
87,391
 
91.8%
 
740

 
9.23

 
 
Dollar Tree, Ollie's Bargain Outlet, True Value
 
 
240

Silver Pointe Shopping Center
 
Fenton
 
MI
 
Flint, MI
 
163,919
 
79.4%
 
1,646

 
12.65

 
VG's Food (SpartanNash)
 
Dunham's Sports
 
 
241

Fremont (3)
 
Fremont
 
MI
 
Grand Rapids-Wyoming, MI
 
42,604
 
100.0%
 
227

 
5.33

 
 
Dunham's Sports, Glik's, Peebles
 
 
242

Cascade East
 
Grand Rapids
 
MI
 
Grand Rapids-Wyoming, MI
 
99,529
 
76.7%
 
562

 
7.37

 
D&W Fresh Market (SpartanNash)
 
 
 
243

Delta Center
 
Lansing
 
MI
 
Lansing-East Lansing, MI
 
186,246
 
95.4%
 
1,355

 
8.09

 
 
Bed Bath & Beyond, Gift & Bible Center, Hobby Lobby, Planet Fitness
 
 
244

Lakes Crossing
 
Muskegon
 
MI
 
Muskegon, MI
 
114,623
 
81.4%
 
1,265

 
14.84

 
 
Jo-Ann Fabric & Craft Stores, Party City
 
Kohl's
245

Redford Plaza
 
Redford
 
MI
 
Detroit-Warren-Dearborn, MI
 
293,827
 
90.4%
 
2,380

 
8.96

 
Kroger
 
Burlington Coat Factory, CW Price
 
 
246

Hampton Village Centre
 
Rochester Hills
 
MI
 
Detroit-Warren-Dearborn, MI
 
454,719
 
98.8%
 
5,430

 
15.87

 
 
Best Buy, Emagine Theatre, Kohl's, T.J.Maxx
 
Target
247

Fashion Corners
 
Saginaw
 
MI
 
Saginaw, MI
 
187,832
 
96.6%
 
1,767

 
9.74

 
 
Bed Bath & Beyond, Best Buy, Dunham's Sports
 
 
248

Green Acres
 
Saginaw
 
MI
 
Saginaw, MI
 
281,646
 
79.1%
 
1,486

 
10.91

 
Kroger
 
Ollie's Bargain Outlet, Planet Fitness
 
 
249

Hall Road Crossing
 
Shelby Township
 
MI
 
Detroit-Warren-Dearborn, MI
 
175,503
 
100.0%
 
2,268

 
12.92

 
 
Gander Mountain, Michaels, Old Navy, T.J.Maxx
 
 
250

Southfield Plaza
 
Southfield
 
MI
 
Detroit-Warren-Dearborn, MI
 
106,948
 
70.1%
 
818

 
10.90

 
 
Dollar Castle, Planet Fitness
 
Burlington Coat Factory
251

18 Ryan
 
Sterling Heights
 
MI
 
Detroit-Warren-Dearborn, MI
 
101,709
 
100.0%
 
1,419

 
13.95

 
VG's Food (SpartanNash)
 
O'Reilly Auto Parts, Planet Fitness
 
 
252

Delco Plaza
 
Sterling Heights
 
MI
 
Detroit-Warren-Dearborn, MI
 
154,853
 
100.0%
 
885

 
5.72

 
 
Babies"R"Us, Bed Bath & Beyond, Dunham's Mega Sports
 
 
253

Grand Traverse Crossing
 
Traverse City
 
MI
 
Traverse City, MI
 
412,755
 
96.9%
 
2,642

 
27.52

 
Walmart Supercenter
 
Books-A-Million, The Home Depot
 
 
254

West Ridge
 
Westland
 
MI
 
Detroit-Warren-Dearborn, MI
 
163,131
 
75.6%
 
850

 
6.89

 
 
Bargain Club, Office Solutions, The Tile Shop
 
Burlington Coat Factory, Target
255

Westland Crossing (3)
 
Westland
 
MI
 
Detroit-Warren-Dearborn, MI
 
141,738
 
75.6%
 
791

 
7.38

 
 
Planet Fitness
 
Toys"R"Us
256

Roundtree Place
 
Ypsilanti
 
MI
 
Ann Arbor, MI
 
246,620
 
99.2%
 
1,647

 
6.73

 
 
Ollie's Bargain Outlet, Walmart
 
 
257

Washtenaw Fountain Plaza
 
Ypsilanti
 
MI
 
Ann Arbor, MI
 
123,390
 
89.2%
 
719

 
6.53

 
Save-A-Lot
 
Dollar Tree, Dunham's Sports, Planet Fitness
 
 
258

Southport Centre I - VI
 
Apple Valley
 
MN
 
Minneapolis-St. Paul-Bloomington, MN-WI
 
124,937
 
100.0%
 
2,020

 
16.17

 
SuperTarget*
 
Best Buy, Dollar Tree, Walgreens
 
 
259

Austin Town Center
 
Austin
 
MN
 
Austin, MN
 
110,680
 
96.5%
 
744

 
6.97

 
ALDI
 
Jo-Ann Fabric & Craft Stores, Staples
 
Target

- 35 -


 
Property Name
 
City
 
State
 
Metropolitan Statistical Area
 
GLA
 
% Leased
 
ABR
 
ABR/SF
 
Grocer (1)
 
Other Major Tenants
 
Non-Owned Major Tenants
260

Central Valu Center (3)
 
Columbia Heights
 
MN
 
Minneapolis-St. Paul-Bloomington, MN-WI
 
126,665
 
100.0%
 
897

 
7.08

 
Rainbow Foods (Roundy's)
 
Slumberland Clearance Center
 
 
261

Burning Tree Plaza
 
Duluth
 
MN
 
Duluth, MN-WI
 
182,969
 
97.0%
 
1,784

 
10.05

 
 
Best Buy, Dunham's Sports, T.J.Maxx
 
 
262

Elk Park Center
 
Elk River
 
MN
 
Minneapolis-St. Paul-Bloomington, MN-WI
 
204,992
 
94.9%
 
1,913

 
9.99

 
Cub Foods (Jerry's Foods)
 
OfficeMax
 
 
263

Westwind Plaza
 
Minnetonka
 
MN
 
Minneapolis-St. Paul-Bloomington, MN-WI
 
87,942
 
100.0%
 
1,227

 
13.95

 
Cub Foods (Supervalu)*
 
 
 
264

Richfield Hub & West Shopping Center
 
Richfield
 
MN
 
Minneapolis-St. Paul-Bloomington, MN-WI
 
215,334
 
82.0%
 
2,104

 
11.92

 
Rainbow Foods (Roundy's)
 
Marshalls, Michaels
 
 
265

Terrace Center (3)
 
Robbinsdale
 
MN
 
Minneapolis-St. Paul-Bloomington, MN-WI
 
135,023
 
33.9%
 
285

 
6.21

 
 
Northern Memorial Medical Center
 
 
266

Roseville Center
 
Roseville
 
MN
 
Minneapolis-St. Paul-Bloomington, MN-WI
 
76,894
 
79.8%
 
861

 
14.02

 
Rainbow Foods (Roundy's)*
 
Dollar Tree, Hancock Fabrics
 
 
267

Marketplace @ 42
 
Savage
 
MN
 
Minneapolis-St. Paul-Bloomington, MN-WI
 
117,873
 
96.5%
 
1,481

 
13.29

 
Rainbow Foods (Roundy's)
 
 
 
268

Sun Ray Shopping Center
 
St. Paul
 
MN
 
Minneapolis-St. Paul-Bloomington, MN-WI
 
290,392
 
88.1%
 
2,227

 
11.72

 
Cub Foods (Supervalu)
 
Blast Fitness, T.J.Maxx, Valu Thrift Store
 
 
269

White Bear Hills Shopping Center
 
White Bear Lake
 
MN
 
Minneapolis-St. Paul-Bloomington, MN-WI
 
73,095
 
100.0%
 
691

 
9.45

 
Festival Foods
 
Dollar Tree
 
 
270

Ellisville Square
 
Ellisville
 
MO
 
St. Louis, MO-IL
 
148,940
 
89.5%
 
1,119

 
8.40

 
 
Kmart, Lukas Liquors
 
 
271

Clocktower Place
 
Florissant
 
MO
 
St. Louis, MO-IL
 
207,317
 
91.2%
 
1,311

 
7.05

 
ALDI
 
Florissant Furniture & Rug Gallery, Office Depot, Ross Dress for Less
 
 
272

Prospect Plaza (3)
 
Gladstone
 
MO
 
Kansas City, MO-KS
 
190,006
 
92.8%
 
1,386

 
7.86

 
Price Chopper
 
Hobby Lobby, Salvation Army
 
 
273

Hub Shopping Center
 
Independence
 
MO
 
Kansas City, MO-KS
 
160,423
 
92.9%
 
795

 
5.69

 
Price Chopper
 
 
 
274

Watts Mill Plaza
 
Kansas City
 
MO
 
Kansas City, MO-KS
 
161,717
 
100.0%
 
1,502

 
9.29

 
Price Chopper
 
Ace Hardware
 
 
275

Liberty Corners
 
Liberty
 
MO
 
Kansas City, MO-KS
 
124,808
 
100.0%
 
966

 
7.74

 
Price Chopper
 
Rainbow
 
 
276

Maplewood Square
 
Maplewood
 
MO
 
St. Louis, MO-IL
 
71,590
 
88.6%
 
428

 
6.75

 
Shop 'n Save (Supervalu)
 
 
 
277

Clinton Crossing
 
Clinton
 
MS
 
Jackson, MS
 
112,148
 
92.1%
 
947

 
9.46

 
Kroger
 
 
 
278

County Line Plaza
 
Jackson
 
MS
 
Jackson, MS
 
221,127
 
66.8%
 
1,823

 
12.33

 
 
Conn's, Office Depot
 
 
279

Jacksonian Plaza
 
Jackson
 
MS
 
Jackson, MS
 
73,041
 
82.5%
 
337

 
5.75

 
Kroger*
 
Books-A-Million, Office Depot
 
 
280

Stateline Square (2)(3)
 
Southaven
 
MS
 
Memphis, TN-MS-AR
 
174,152
 
100.0%
 
978

 
5.61

 
 
Burlington Coat Factory, Essex Bargain Hunt, Home Décor Liquidators
 
 
281

Devonshire Place
 
Cary
 
NC
 
Raleigh, NC
 
106,691
 
100.0%
 
1,425

 
24.81

 
 
Dollar Tree, Golf Galaxy, REI
 
 
282

McMullen Creek Market
 
Charlotte
 
NC
 
Charlotte-Concord-Gastonia, NC-SC
 
283,238
 
77.1%
 
2,578

 
11.80

 
Walmart Neighborhood Market
 
Burlington Coat Factory
 
 
283

The Commons at Chancellor Park
 
Charlotte
 
NC
 
Charlotte-Concord-Gastonia, NC-SC
 
348,604
 
81.6%
 
1,865

 
10.42

 
 
Big Lots, The Home Depot, Value City Furniture
 
 
284

Parkwest Crossing
 
Durham
 
NC
 
Durham-Chapel Hill, NC
 
85,602
 
93.2%
 
811

 
10.16

 
Food Lion
 
Dollar Tree
 
 
285

Macon Plaza
 
Franklin
 
NC
 
 
92,787
 
86.9%
 
432

 
5.37

 
BI-LO
 
Peebles
 
 
286

Garner Towne Square
 
Garner
 
NC
 
Raleigh, NC
 
184,347
 
91.4%
 
2,008

 
11.92

 
Kroger
 
OfficeMax, PetSmart
 
Target, The Home Depot
287

Franklin Square
 
Gastonia
 
NC
 
Charlotte-Concord-Gastonia, NC-SC
 
318,435
 
88.8%
 
2,920

 
11.58

 
Walmart Supercenter*
 
Bed Bath & Beyond, Best Buy, Michaels, Office Max, Ross Dress for Less
 
 
288

Wendover Place
 
Greensboro
 
NC
 
Greensboro-High Point, NC
 
406,768
 
97.2%
 
4,515

 
11.42

 
 
Babies"R"Us, Christmas Tree Shops, Dick's Sporting Goods, Kohl's, Michaels, Old Navy, PetSmart, Ross Dress for Less
 
Target
289

University Commons
 
Greenville
 
NC
 
Greenville, NC
 
233,153
 
98.7%
 
2,954

 
12.83

 
Harris Teeter (Kroger)
 
A.C. Moore, Barnes & Noble, T.J.Maxx
 
Target
290

Valley Crossing
 
Hickory
 
NC
 
Hickory-Lenoir-Morganton, NC
 
191,431
 
84.2%
 
1,376

 
8.54

 
 
Academy Sports + Outdoors, Harbor Freight Tools, Ollie's Bargain Outlet
 
 

- 36 -


 
Property Name
 
City
 
State
 
Metropolitan Statistical Area
 
GLA
 
% Leased
 
ABR
 
ABR/SF
 
Grocer (1)
 
Other Major Tenants
 
Non-Owned Major Tenants
291

Longview Crossing (3)
 
Hickory
 
NC
 
Hickory-Lenoir-Morganton, NC
 
40,598
 
88.2%
 
168

 
4.69

 
Food Lion
 
 
 
292

Kinston Pointe
 
Kinston
 
NC
 
Kinston, NC
 
250,580
 
98.3%
 
819

 
13.52

 
Walmart Supercenter
 
Dollar Tree
 
 
293

Magnolia Plaza
 
Morganton
 
NC
 
Hickory-Lenoir-Morganton, NC
 
104,539
 
47.7%
 
337

 
6.77

 
Ingles
 
 
Walmart
294

Roxboro Square
 
Roxboro
 
NC
 
Durham-Chapel Hill, NC
 
97,226
 
97.2%
 
1,212

 
13.70

 
 
Person County Health & Human Services
 
 
295

Innes Street Market
 
Salisbury
 
NC
 
Charlotte-Concord-Gastonia, NC-SC
 
349,425
 
98.7%
 
3,638

 
10.55

 
Food Lion
 
Lowe's, Marshalls, Old Navy, PetSmart, Staples, Tinseltown
 
 
296

Salisbury Marketplace
 
Salisbury
 
NC
 
Charlotte-Concord-Gastonia, NC-SC
 
79,732
 
72.8%
 
633

 
10.91

 
Food Lion
 
Family Dollar
 
 
297

Siler Crossing (3)
 
Siler City
 
NC
 
Durham-Chapel Hill, NC
 
132,639
 
78.0%
 
400

 
3.86

 
 
Belk, Kimbrell's Furniture, Tractor Supply Co.
 
 
298

Crossroads
 
Statesville
 
NC
 
Charlotte-Concord-Gastonia, NC-SC
 
340,189
 
96.7%
 
1,856

 
5.64

 
Walmart Supercenter
 
Big Lots, Burke's Outlet, Tractor Supply
 
 
299

Thomasville Crossing (3)
 
Thomasville
 
NC
 
Winston-Salem, NC
 
78,509
 
74.8%
 
552

 
9.40

 
Just$ave
 
Rite Aid
 
 
300

Anson Station
 
Wadesboro
 
NC
 
Charlotte-Concord-Gastonia, NC-SC
 
132,353
 
65.5%
 
571

 
6.58

 
Food Lion
 
Goody's, Tractor Supply Co.
 
 
301

New Centre Market
 
Wilmington
 
NC
 
Wilmington, NC
 
143,762
 
92.6%
 
1,640

 
12.68

 
 
Marshalls, OfficeMax, PetSmart
 
Target
302

University Commons
 
Wilmington
 
NC
 
Wilmington, NC
 
235,345
 
97.6%
 
3,129

 
13.63

 
Lowes Foods
 
A.C. Moore, HomeGoods, T.J.Maxx
 
 
303

Whitaker Square
 
Winston Salem
 
NC
 
Winston-Salem, NC
 
82,760
 
94.8%
 
1,006

 
12.82

 
Harris Teeter (Kroger)
 
Rugged Wearhouse
 
 
304

Parkway Plaza
 
Winston-Salem
 
NC
 
Winston-Salem, NC
 
283,830
 
91.6%
 
2,748

 
11.12

 
Super Compare Foods
 
Big Lots, Citi Trends, Office Depot
 
 
305

Stratford Commons
 
Winston-Salem
 
NC
 
Winston-Salem, NC
 
72,308
 
83.8%
 
867

 
14.32

 
 
Golf Galaxy, Mattress Firm, OfficeMax
 
 
306

Bedford Grove
 
Bedford
 
NH
 
Manchester-Nashua, NH
 
216,941
 
100.0%
 
2,011

 
20.55

 
Hannaford Bros. (Delhaize)
 
Walmart
 
 
307

Capitol Shopping Center
 
Concord
 
NH
 
Concord, NH
 
182,887
 
100.0%
 
1,747

 
9.78

 
DeMoulas Supermarkets
 
Burlington Coat Factory, Jo-Ann Fabric & Craft Stores, Marshalls
 
 
308

Willow Springs Plaza
 
Nashua
 
NH
 
Manchester-Nashua, NH
 
131,248
 
100.0%
 
2,078

 
17.26

 
 
JC Penney, Jordan's Warehouse, NAMCO, Petco
 
The Home Depot
309

Seacoast Shopping Center
 
Seabrook
 
NH
 
Boston-Cambridge-Newton, MA-NH
 
91,690
 
92.1%
 
1,057

 
12.51

 
 
Jo-Ann Fabric & Craft Stores
 
Walmart
310

Tri-City Plaza
 
Somersworth
 
NH
 
Boston-Cambridge-Newton, MA-NH
 
146,947
 
85.2%
 
1,029

 
8.22

 
DeMoulas Supermarkets
 
T.J.Maxx
 
 
311

Laurel Square
 
Brick
 
NJ
 
New York-Newark-Jersey City, NY-NJ-PA
 
246,235
 
91.7%
 
1,792

 
7.94

 
Pathmark (A&P)
 
Kmart
 
 
312

the Shoppes at Cinnaminson
 
Cinnaminson
 
NJ
 
Philadelphia-Camden-Wilmington, PA-NJ-DE-MD
 
297,862
 
99.4%
 
4,252

 
21.66

 
ShopRite
 
Burlington Coat Factory, Ross Dress For Less
 
 
313

A&P Fresh Market
 
Clark
 
NJ
 
New York-Newark-Jersey City, NY-NJ-PA
 
52,812
 
100.0%
 
1,357

 
25.70

 
A&P Fresh
 
 
 
314

Collegetown Shopping Center
 
Glassboro
 
NJ
 
Philadelphia-Camden-Wilmington, PA-NJ-DE-MD
 
250,515
 
93.6%
 
1,908

 
8.14

 
 
Kmart, LA Fitness, Staples
 
 
315

Hamilton Plaza-Kmart Plaza
 
Hamilton
 
NJ
 
Trenton, NJ
 
148,919
 
96.7%
 
1,002

 
6.96

 
 
Kmart
 
 
316

Bennetts Mills Plaza
 
Jackson
 
NJ
 
New York-Newark-Jersey City, NY-NJ-PA
 
127,230
 
89.2%
 
1,428

 
30.79

 
Super Stop & Shop (Ahold)
 
 
 
317

Lakewood Plaza
 
Lakewood
 
NJ
 
New York-Newark-Jersey City, NY-NJ-PA
 
203,547
 
97.1%
 
2,921

 
14.77

 
ShopRite
 
 
 
318

Marlton Crossing
 
Marlton
 
NJ
 
Philadelphia-Camden-Wilmington, PA-NJ-DE-MD
 
333,255
 
97.4%
 
4,988

 
15.37

 
 
Burlington Coat Factory, DSW, HomeGoods, T.J.Maxx
 
 
319

Middletown Plaza
 
Middletown
 
NJ
 
New York-Newark-Jersey City, NY-NJ-PA
 
197,466
 
100.0%
 
3,653

 
18.50

 
ShopRite
 
 
 
320

Old Bridge Gateway
 
Old Bridge
 
NJ
 
New York-Newark-Jersey City, NY-NJ-PA
 
235,995
 
89.1%
 
3,274

 
15.56

 
 
Marshalls, Pep Boys, Robert Wood Johnson Fitness
 
 
321

Morris Hills Shopping Center
 
Parsippany
 
NJ
 
New York-Newark-Jersey City, NY-NJ-PA
 
159,230
 
91.4%
 
2,537

 
22.83

 
 
Blink Fitness (Equinox), Clearview Cinema Group, HomeGoods, Marshalls
 
 

- 37 -


 
Property Name
 
City
 
State
 
Metropolitan Statistical Area
 
GLA
 
% Leased
 
ABR
 
ABR/SF
 
Grocer (1)
 
Other Major Tenants
 
Non-Owned Major Tenants
322

Rio Grande Plaza
 
Rio Grande
 
NJ
 
Ocean City, NJ
 
141,355
 
97.0%
 
1,562

 
11.38

 
ShopRite*
 
JC Penney, Peebles, PetSmart
 
 
323

Ocean Heights Shopping Center
 
Somers Point
 
NJ
 
Atlantic City-Hammonton, NJ
 
179,199
 
98.3%
 
3,093

 
17.55

 
ShopRite
 
Staples
 
 
324

ShopRite Supermarket
 
Springfield
 
NJ
 
New York-Newark-Jersey City, NY-NJ-PA
 
32,209
 
100.0%
 
389

 
12.09

 
ShopRite
 
 
 
325

Tinton Falls Plaza
 
Tinton Falls
 
NJ
 
New York-Newark-Jersey City, NY-NJ-PA
 
98,410
 
81.1%
 
1,229

 
15.40

 
A&P*
 
Dollar Tree, WOW! Fitness
 
 
326

Cross Keys Commons
 
Turnersville
 
NJ
 
Philadelphia-Camden-Wilmington, PA-NJ-DE-MD
 
216,428
 
90.3%
 
2,976

 
15.23

 
Walmart Supercenter*
 
Marshalls, Ross Dress for Less
 
 
327

Dover Park Plaza
 
Yardville
 
NJ
 
Trenton, NJ
 
56,808
 
80.1%
 
698

 
15.34

 
 
CVS, Dollar Buys
 
 
328

St Francis Plaza
 
Santa Fe
 
NM
 
Santa Fe, NM
 
35,800
 
100.0%
 
406

 
11.33

 
Whole Foods Market
 
Walgreens
 
 
329

Smith's
 
Socorro
 
NM
 
 
48,000
 
100.0%
 
506

 
10.54

 
Smith's (Kroger)
 
 
 
330

Galleria Commons
 
Henderson
 
NV
 
Las Vegas-Henderson-Paradise, NV
 
275,011
 
91.7%
 
2,628

 
10.42

 
 
Babies"R"Us, Burlington Coat Factory, Stein Mart, T.J.Maxx
 
 
331

Montecito Marketplace (2)
 
Las Vegas
 
NV
 
Las Vegas-Henderson-Paradise, NV
 
190,434
 
100.0%
 
3,648

 
19.16

 
Smith's (Kroger)
 
T.J.Maxx
 
 
332

Renaissance Center East
 
Las Vegas
 
NV
 
Las Vegas-Henderson-Paradise, NV
 
144,216
 
75.0%
 
1,289

 
11.91

 
 
Savers
 
 
333

Parkway Plaza
 
Carle Place
 
NY
 
New York-Newark-Jersey City, NY-NJ-PA
 
89,704
 
96.0%
 
2,244

 
26.07

 
 
Minado, Stew Leonard's Wines, T.J.Maxx
 
 
334

Kmart Plaza
 
Dewitt
 
NY
 
Syracuse, NY
 
115,500
 
94.7%
 
561

 
22.09

 
 
Kmart, OfficeMax
 
 
335

Unity Plaza
 
East Fishkill
 
NY
 
New York-Newark-Jersey City, NY-NJ-PA
 
67,462
 
100.0%
 
1,383

 
20.50

 
A&P Fresh
 
 
 
336

Suffolk Plaza
 
East Setauket
 
NY
 
New York-Newark-Jersey City, NY-NJ-PA
 
84,480
 
98.1%
 
1,019

 
12.30

 
Waldbaum's (A&P)
 
 
Kohl's
337

Three Village Shopping Center
 
East Setauket
 
NY
 
New York-Newark-Jersey City, NY-NJ-PA
 
77,458
 
99.1%
 
1,789

 
23.32

 
King Kullen
 
Ace Hardware
 
 
338

Elmira Plaza (3)
 
Elmira
 
NY
 
Elmira, NY
 
50,803
 
100.0%
 
223

 
4.38

 
 
Big Lots, Dollar General, Rent Way
 
 
339

Stewart Plaza
 
Garden City
 
NY
 
New York-Newark-Jersey City, NY-NJ-PA
 
193,622
 
90.9%
 
2,678

 
15.22

 
 
Burlington Coat Factory, K&G Men's Center
 
 
340

Genesee Valley Shopping Center
 
Geneseo
 
NY
 
Rochester, NY
 
191,284
 
95.0%
 
1,669

 
9.46

 
Wegmans
 
Tractor Supply Co.
 
 
341

Pyramid Mall (3)
 
Geneva
 
NY
 
Rochester, NY
 
199,363
 
34.1%
 
494

 
7.69

 
 
Big Lots
 
 
342

McKinley Plaza
 
Hamburg
 
NY
 
Buffalo-Cheektowaga-Niagara Falls, NY
 
93,144
 
97.9%
 
1,243

 
13.64

 
Wegmans*
 
A.C. Moore, T.J.Maxx
 
 
343

Dalewood I, II & III Shopping Center
 
Hartsdale
 
NY
 
New York-Newark-Jersey City, NY-NJ-PA
 
191,441
 
100.0%
 
5,742

 
30.64

 
H-Mart, Mrs. Green's Natural Market
 
Christmas Tree Shops, Mrs. Green's Natural Market, T.J.Maxx
 
 
344

Hornell Plaza
 
Hornell
 
NY
 
Corning, NY
 
253,335
 
98.5%
 
1,984

 
7.95

 
Wegmans
 
Walmart
 
 
345

Cayuga Mall
 
Ithaca
 
NY
 
Ithaca, NY
 
204,830
 
96.7%
 
1,585

 
8.01

 
 
Jo-Ann Fabric & Craft Stores, Party City, Rite Aid, T.J.Maxx, True Value
 
 
346

Kings Park Shopping Center
 
Kings Park
 
NY
 
New York-Newark-Jersey City, NY-NJ-PA
 
71,940
 
96.4%
 
1,337

 
19.27

 
Key Food Marketplace
 
T.J.Maxx
 
 
347

Falcaro's Plaza
 
Lawrence
 
NY
 
New York-Newark-Jersey City, NY-NJ-PA
 
61,118
 
98.1%
 
1,114

 
18.58

 
 
Advance Auto Parts, OfficeMax
 
 
348

Shops at Seneca Mall
 
Liverpool
 
NY
 
Syracuse, NY
 
231,024
 
66.7%
 
709

 
4.60

 
 
Big Lots, Kmart
 
 
349

A & P Mamaroneck
 
Mamaroneck
 
NY
 
New York-Newark-Jersey City, NY-NJ-PA
 
24,978
 
100.0%
 
177

 

 
A&P
 
 
 
350

Village Square
 
Mamaroneck
 
NY
 
New York-Newark-Jersey City, NY-NJ-PA
 
17,000
 
100.0%
 
553

 
32.50

 
Trader Joe's
 
 
 
351

Sunshine Square
 
Medford
 
NY
 
New York-Newark-Jersey City, NY-NJ-PA
 
223,322
 
98.1%
 
2,814

 
12.84

 
Super Stop & Shop (Ahold)
 
Planet Fitness, Savers
 
 
352

Wallkill Plaza
 
Middletown
 
NY
 
New York-Newark-Jersey City, NY-NJ-PA
 
209,960
 
85.2%
 
1,751

 
10.14

 
 
Ashley Furniture, Big Lots, Hobby Lobby
 
 
353

Monroe ShopRite Plaza
 
Monroe
 
NY
 
New York-Newark-Jersey City, NY-NJ-PA
 
121,850
 
98.5%
 
1,735

 
14.45

 
ShopRite
 
Retro Fitness, Rite Aid, U.S. Post Office
 
 
354

Rockland Plaza
 
Nanuet
 
NY
 
New York-Newark-Jersey City, NY-NJ-PA
 
252,537
 
95.1%
 
5,885

 
24.50

 
A Matter of Health
 
Barnes & Noble, Marshalls, Modell's Sporting Goods, Petco
 
 
355

North Ridge Plaza
 
New Rochelle
 
NY
 
New York-Newark-Jersey City, NY-NJ-PA
 
40,991
 
77.7%
 
1,135

 
35.62

 
 
Harmon Discount
 
 
356

Nesconset Shopping Center
 
Port Jefferson Station
 
NY
 
New York-Newark-Jersey City, NY-NJ-PA
 
122,996
 
97.4%
 
2,243

 
18.71

 
 
Dollar Tree, HomeGoods
 
 

- 38 -


 
Property Name
 
City
 
State
 
Metropolitan Statistical Area
 
GLA
 
% Leased
 
ABR
 
ABR/SF
 
Grocer (1)
 
Other Major Tenants
 
Non-Owned Major Tenants
357

Port Washington
 
Port Washington
 
NY
 
New York-Newark-Jersey City, NY-NJ-PA
 
19,600
 
100.0%
 
112

 
5.69

 
North Shore Farms
 
 
 
358

Roanoke Plaza
 
Riverhead
 
NY
 
New York-Newark-Jersey City, NY-NJ-PA
 
99,131
 
100.0%
 
1,660

 
16.75

 
Best Yet Market
 
CVS, T.J.Maxx
 
 
359

Rockville Centre
 
Rockville Centre
 
NY
 
New York-Newark-Jersey City, NY-NJ-PA
 
44,131
 
100.0%
 
810

 
18.36

 
 
HomeGoods, Rite Aid
 
 
360

Mohawk Acres
 
Rome
 
NY
 
Utica-Rome, NY
 
159,701
 
90.2%
 
1,481

 
10.29

 
Price Chopper
 
 
 
361

College Plaza
 
Selden
 
NY
 
New York-Newark-Jersey City, NY-NJ-PA
 
175,682
 
96.6%
 
2,642

 
15.57

 
ShopRite
 
Blink Fitness (Equinox), Bob's Stores, Rite Aid
 
 
362

Campus Plaza
 
Vestal
 
NY
 
Binghamton, NY
 
160,744
 
95.8%
 
1,624

 
10.55

 
 
Olum's Furniture & Appliances, Staples
 
 
363

Parkway Plaza
 
Vestal
 
NY
 
Binghamton, NY
 
204,954
 
100.0%
 
2,068

 
10.09

 
PriceRite (ShopRite)
 
Bed Bath & Beyond, Kohl's, PetSmart
 
Target
364

Shoppes at Vestal
 
Vestal
 
NY
 
Binghamton, NY
 
92,328
 
100.0%
 
1,392

 
15.07

 
 
HomeGoods, Michaels, Old Navy
 
 
365

Town Square Mall
 
Vestal
 
NY
 
Binghamton, NY
 
293,080
 
99.4%
 
4,453

 
15.29

 
Sam's Club*, Walmart Supercenter*
 
Barnes & Noble, Dick's Sporting Goods, Lowes Cinemas, T.J.Maxx
 
 
366

The Plaza at Salmon Run
 
Watertown
 
NY
 
Watertown-Fort Drum, NY
 
68,761
 
100.0%
 
690

 
10.03

 
Hannaford Bros. (Delhaize)
 
Pier 1 Imports
 
 
367

Highridge Plaza
 
Yonkers
 
NY
 
New York-Newark-Jersey City, NY-NJ-PA
 
88,501
 
95.5%
 
1,737

 
20.55

 
Pathmark (A&P)
 
 
 
368

Brunswick Town Center
 
Brunswick
 
OH
 
Cleveland-Elyria, OH
 
138,407
 
95.2%
 
1,754

 
13.31

 
Giant Eagle
 
 
The Home Depot
369

30th Street Plaza
 
Canton
 
OH
 
Canton-Massillon, OH
 
157,055
 
89.1%
 
1,444

 
10.32

 
Giant Eagle, Marc's
 
 
 
370

Brentwood Plaza
 
Cincinnati
 
OH
 
Cincinnati, OH-KY-IN
 
227,952
 
95.2%
 
2,172

 
10.48

 
Kroger
 
Conway
 
 
371

Delhi Shopping Center
 
Cincinnati
 
OH
 
Cincinnati, OH-KY-IN
 
169,603
 
87.8%
 
1,318

 
9.06

 
Kroger
 
Salvation Army
 
 
372

Harpers Station
 
Cincinnati
 
OH
 
Cincinnati, OH-KY-IN
 
244,243
 
93.7%
 
2,807

 
12.27

 
Fresh Thyme Farmers Market
 
HomeGoods, LA Fitness, Stein Mart, T.J.Maxx
 
 
373

Western Hills Plaza
 
Cincinnati
 
OH
 
Cincinnati, OH-KY-IN
 
314,754
 
100.0%
 
3,665

 
11.97

 
 
Bed Bath & Beyond, Michaels, Sears, Staples, T.J.Maxx
 
Target
374

Western Village
 
Cincinnati
 
OH
 
Cincinnati, OH-KY-IN
 
115,116
 
100.0%
 
1,068

 
9.28

 
Kroger
 
 
 
375

Crown Point
 
Columbus
 
OH
 
Columbus, OH
 
147,275
 
91.5%
 
1,219

 
9.04

 
Kroger
 
 
 
376

Greentree Shopping Center
 
Columbus
 
OH
 
Columbus, OH
 
130,712
 
81.2%
 
1,052

 
10.73

 
Kroger
 
 
 
377

Karl Plaza (3)
 
Columbus
 
OH
 
Columbus, OH
 
100,626
 
85.3%
 
549

 
6.39

 
 
Staples, Super Seafood Buffet
 
 
378

Brandt Pike Place
 
Dayton
 
OH
 
Dayton, OH
 
17,900
 
88.8%
 
131

 
8.25

 
Kroger*
 
 
 
379

South Towne Centre
 
Dayton
 
OH
 
Dayton, OH
 
331,797
 
96.4%
 
4,109

 
13.81

 
Health Foods Unlimited
 
Burlington Coat Factory, Christmas Tree Shops, Jo-Ann Fabric & Craft Stores, Value City Furniture
 
 
380

The Vineyards
 
Eastlake
 
OH
 
Cleveland-Elyria, OH
 
144,820
 
88.5%
 
751

 
5.86

 
Good Cents Grocery + More (Giant Eagle)
 
Harbor Freight Tools
 
Walmart
381

Midway Market Square
 
Elyria
 
OH
 
Cleveland-Elyria, OH
 
232,252
 
86.0%
 
2,310

 
11.56

 
Giant Eagle
 
Dick's Sporting Goods, Jo-Ann Fabric & Craft Stores
 
Target, The Home Depot
382

Midway Crossing (3)
 
Elyria
 
OH
 
Cleveland-Elyria, OH
 
179,646
 
61.5%
 
817

 
9.11

 
 
Jo-Ann Fabric & Craft Stores, Planet Fitness
 
Toys"R"Us
383

Southland Shopping Center
 
Middleburg Heights
 
OH
 
Cleveland-Elyria, OH
 
684,559
 
94.0%
 
6,099

 
9.48

 
BJ's Wholesale Club, Giant Eagle, Marc's
 
Burlington Coat Factory, Cleveland Furniture Bank, Jo-Ann Fabric & Craft Stores, Marshalls
 
 
384

Napoleon Center (3)
 
Napoleon
 
OH
 
 
60,795
 
74.6%
 
308

 
6.79

 
Chief Supermarket
 
 
 
385

Tops Plaza
 
North Olmsted
 
OH
 
Cleveland-Elyria, OH
 
70,003
 
100.0%
 
1,053

 
15.05

 
 
Ollie's Bargain Outlet, Sears Outlet
 
 
386

Tops Plaza
 
North Ridgeville
 
OH
 
Cleveland-Elyria, OH
 
60,830
 
87.5%
 
773

 
14.51

 
 
Pat Catan's Craft Centers
 
 
387

Great Eastern Shopping Plaza (3)
 
Northwood
 
OH
 
Toledo, OH
 
339,394
 
36.6%
 
542

 
4.37

 
 
 
 
388

Surrey Square Mall
 
Norwood
 
OH
 
Cincinnati, OH-KY-IN
 
173,656
 
96.6%
 
2,044

 
24.48

 
Kroger
 
Marshalls
 
 
389

Market Place
 
Piqua
 
OH
 
Dayton, OH
 
182,824
 
92.5%
 
644

 
6.78

 
Kroger
 
Roses
 
 

- 39 -


 
Property Name
 
City
 
State
 
Metropolitan Statistical Area
 
GLA
 
% Leased
 
ABR
 
ABR/SF
 
Grocer (1)
 
Other Major Tenants
 
Non-Owned Major Tenants
390

Brice Park
 
Reynoldsburg
 
OH
 
Columbus, OH
 
158,565
 
77.0%
 
1,015

 
10.08

 
 
Ashley Furniture, Michaels
 
 
391

Streetsboro Crossing
 
Streetsboro
 
OH
 
Akron, OH
 
89,436
 
100.0%
 
674

 
7.54

 
Giant Eagle
 
 
Lowe's
392

Miracle Mile Shopping Plaza
 
Toledo
 
OH
 
Toledo, OH
 
318,174
 
71.3%
 
1,422

 
6.27

 
Kroger
 
Big Lots
 
 
393

Southland Shopping Plaza
 
Toledo
 
OH
 
Toledo, OH
 
290,892
 
83.2%
 
1,508

 
6.23

 
Kroger
 
Big Lots, Planet Fitness, Shopper's World
 
 
394

Alexis Park (3)
 
Toledo
 
OH
 
Toledo, OH
 
258,942
 
57.6%
 
603

 
4.04

 
 
Ollie's Bargain Outlet, Stormin' Norman's
 
 
395

Wadsworth Crossings
 
Wadsworth
 
OH
 
Cleveland-Elyria, OH
 
108,164
 
94.1%
 
1,560

 
15.33

 
 
Bed Bath & Beyond, MC Sports, OfficeMax, Petco
 
Kohl's, Lowe's, Target
396

Northgate Plaza
 
Westerville
 
OH
 
Columbus, OH
 
12,819
 
100.0%
 
196

 
15.26

 
Kroger*
 
 
The Home Depot
397

Marketplace
 
Tulsa
 
OK
 
Tulsa, OK
 
186,851
 
100.0%
 
1,742

 
9.32

 
 
Conn's, Drysdales, PetSmart
 
Best Buy, JC Penney Home Store
398

Village West
 
Allentown
 
PA
 
Allentown-Bethlehem-Easton, PA-NJ
 
140,490
 
99.4%
 
2,298

 
16.47

 
Giant Food (Ahold)
 
 
 
399

Park Hills Plaza
 
Altoona
 
PA
 
Altoona, PA
 
279,746
 
92.3%
 
1,903

 
7.37

 
Weis Markets
 
Dunham's Sports, Petco, Toys"R"Us
 
 
400

Bensalem Square
 
Bensalem
 
PA
 
Philadelphia-Camden-Wilmington, PA-NJ-DE-MD
 
70,378
 
100.0%
 
649

 
9.22

 
Redner's Warehouse Market
 
 
 
401

Bethel Park
 
Bethel Park
 
PA
 
Pittsburgh, PA
 
218,714
 
100.0%
 
1,690

 
8.48

 
Giant Eagle
 
Walmart
 
 
402

Bethlehem Square
 
Bethlehem
 
PA
 
Allentown-Bethlehem-Easton, PA-NJ
 
389,450
 
100.0%
 
3,623

 
9.30

 
Giant Food (Ahold)
 
The Home Depot, T.J.Maxx, Walmart
 
 
403

Lehigh Shopping Center
 
Bethlehem
 
PA
 
Allentown-Bethlehem-Easton, PA-NJ
 
378,353
 
94.1%
 
3,079

 
10.78

 
Giant Food (Ahold)
 
Big Lots, Mega Marshalls, PetSmart, Staples, Wells Fargo
 
 
404

Boyertown Shopping Center
 
Boyertown
 
PA
 
Reading, PA
 
83,229
 
73.2%
 
636

 
10.44

 
 
Advance Auto Parts, Big Lots, CVS
 
 
405

Bristol Park
 
Bristol
 
PA
 
Philadelphia-Camden-Wilmington, PA-NJ-DE-MD
 
276,653
 
98.8%
 
2,384

 
8.72

 
Walmart Supercenter
 
Ollie's Bargain Outlet
 
 
406

Bristol Plaza (3)
 
Bristol
 
PA
 
Philadelphia-Camden-Wilmington, PA-NJ-DE-MD
 
145,356
 
36.1%
 
427

 
8.12

 
 
Big Lots
 
 
407

Chalfont Village Shopping Center
 
Chalfont
 
PA
 
Philadelphia-Camden-Wilmington, PA-NJ-DE-MD
 
46,051
 
82.4%
 
443

 
11.69

 
 
 
 
408

New Britain Village Square
 
Chalfont
 
PA
 
Philadelphia-Camden-Wilmington, PA-NJ-DE-MD
 
143,716
 
95.7%
 
2,326

 
16.91

 
Giant Food (Ahold)
 
 
 
409

Collegeville Shopping Center
 
Collegeville
 
PA
 
Philadelphia-Camden-Wilmington, PA-NJ-DE-MD
 
110,696
 
44.1%
 
741

 
15.20

 
 
Pep Boys
 
 
410

Whitemarsh Shopping Center
 
Conshohocken
 
PA
 
Philadelphia-Camden-Wilmington, PA-NJ-DE-MD
 
67,476
 
100.0%
 
1,350

 
20.01

 
Giant Food (Ahold)
 
Wine & Spirits Shoppe
 
 
411

Valley Fair
 
Devon
 
PA
 
Philadelphia-Camden-Wilmington, PA-NJ-DE-MD
 
105,086
 
98.9%
 
970

 
9.33

 
 
Chuck E. Cheese's, Mealey's Furniture
 
 
412

Dickson City Crossings
 
Dickson City
 
PA
 
Scranton--Wilkes-Barre--Hazleton, PA
 
301,462
 
100.0%
 
3,087

 
15.61

 
 
Dick's Sporting Goods, hhgregg, PetSmart, The Home Depot, T.J.Maxx
 
 
413

Dillsburg Shopping Center
 
Dillsburg
 
PA
 
York-Hanover, PA
 
153,088
 
100.0%
 
1,900

 
12.64

 
Giant Food (Ahold)
 
Tractor Supply Co.
 
 
414

Barn Plaza
 
Doylestown
 
PA
 
Philadelphia-Camden-Wilmington, PA-NJ-DE-MD
 
237,681
 
99.3%
 
3,211

 
13.61

 
 
Kohl's, Marshalls, Regal Cinemas
 
 
415

Pilgrim Gardens
 
Drexel Hill
 
PA
 
Philadelphia-Camden-Wilmington, PA-NJ-DE-MD
 
79,252
 
88.9%
 
1,014

 
14.40

 
 
Dollar Tree, Ross Dress for Less
 
 
416

Market Street Square (3)
 
Elizabethtown
 
PA
 
Lancaster, PA
 
169,856
 
100.0%
 
1,384

 
8.15

 
Weis Markets
 
Kmart
 
 
417

Gilbertsville Shopping Center
 
Gilbertsville
 
PA
 
Philadelphia-Camden-Wilmington, PA-NJ-DE-MD
 
85,748
 
82.6%
 
642

 
9.05

 
Weis Markets
 
 
 
418

Mount Carmel Plaza
 
Glenside
 
PA
 
Philadelphia-Camden-Wilmington, PA-NJ-DE-MD
 
14,504
 
89.7%
 
152

 
11.67

 
 
SGS Paper
 
 
419

Kline Plaza
 
Harrisburg
 
PA
 
Harrisburg-Carlisle, PA
 
220,288
 
89.8%
 
1,769

 
8.94

 
Giant Food (Ahold)
 
The Dept. of Health
 
 
420

Johnstown Galleria Outparcel (3)
 
Johnstown
 
PA
 
Johnstown, PA
 
61,968
 
100.0%
 
455

 
7.34

 
 
Chuck E. Cheese's, Dunham's Sports, Staples
 
 
421

New Garden Shopping Center
 
Kennett Square
 
PA
 
Philadelphia-Camden-Wilmington, PA-NJ-DE-MD
 
145,170
 
89.3%
 
931

 
7.35

 
 
Big Lots, Ollie's Bargain Outlet
 
 

- 40 -


 
Property Name
 
City
 
State
 
Metropolitan Statistical Area
 
GLA
 
% Leased
 
ABR
 
ABR/SF
 
Grocer (1)
 
Other Major Tenants
 
Non-Owned Major Tenants
422

Stone Mill Plaza
 
Lancaster
 
PA
 
Lancaster, PA
 
106,736
 
100.0%
 
1,266

 
11.86

 
Giant Food (Ahold)
 
Majik Rent-To-Own
 
 
423

Woodbourne Square
 
Langhorne
 
PA
 
Philadelphia-Camden-Wilmington, PA-NJ-DE-MD
 
29,821
 
80.9%
 
481

 
19.93

 
 
 
 
424

North Penn Market Place
 
Lansdale
 
PA
 
Philadelphia-Camden-Wilmington, PA-NJ-DE-MD
 
58,358
 
60.6%
 
648

 
18.34

 
Weis Markets*
 
 
 
425

New Holland Shopping Center
 
New Holland
 
PA
 
Lancaster, PA
 
65,878
 
88.0%
 
416

 
7.17

 
Amelia's Grocery Outlet
 
Family Dollar
 
 
426

Village at Newtown
 
Newtown
 
PA
 
Philadelphia-Camden-Wilmington, PA-NJ-DE-MD
 
177,181
 
96.3%
 
4,074

 
23.87

 
McCaffrey's
 
 
 
427

Cherry Square
 
Northampton
 
PA
 
Allentown-Bethlehem-Easton, PA-NJ
 
75,005
 
92.8%
 
649

 
9.33

 
Redner's Warehouse Market
 
 
 
428

Ivyridge
 
Philadelphia
 
PA
 
Philadelphia-Camden-Wilmington, PA-NJ-DE-MD
 
107,318
 
97.9%
 
2,216

 
21.09

 
SuperFresh (A&P)
 
 
 
429

Roosevelt Mall
 
Philadelphia
 
PA
 
Philadelphia-Camden-Wilmington, PA-NJ-DE-MD
 
561,642
 
97.5%
 
6,802

 
29.61

 
 
Macy's, Modell's Sporting Goods, Ross Dress For Less
 
 
430

Shoppes at Valley Forge
 
Phoenixville
 
PA
 
Philadelphia-Camden-Wilmington, PA-NJ-DE-MD
 
176,676
 
97.6%
 
1,255

 
7.27

 
Redner's Warehouse Market
 
French Creek Outfitters, Staples
 
 
431

Plymouth Plaza
 
Plymouth Meeting
 
PA
 
Philadelphia-Camden-Wilmington, PA-NJ-DE-MD
 
33,813
 
95.8%
 
979

 
30.21

 
 
Clear Wireless, Medical Rehabilitation Centers of Pennsylvania
 
 
432

County Line Plaza
 
Souderton
 
PA
 
Philadelphia-Camden-Wilmington, PA-NJ-DE-MD
 
154,758
 
91.6%
 
1,405

 
10.33

 
Bottom Dollar Food (Delhaize)
 
Planet Fitness, VF Outlet
 
 
433

69th Street Plaza
 
Upper Darby
 
PA
 
Philadelphia-Camden-Wilmington, PA-NJ-DE-MD
 
41,711
 
100.0%
 
383

 
9.19

 
Pathmark (A&P)*
 
EZ Bargains, Rent-A-Center, Super Dollar City
 
 
434

Warminster Towne Center
 
Warminster
 
PA
 
Philadelphia-Camden-Wilmington, PA-NJ-DE-MD
 
237,152
 
100.0%
 
3,291

 
15.06

 
ShopRite
 
A.C. Moore, PetSmart, Ross Dress for Less
 
 
435

Shops at Prospect
 
West Hempfield
 
PA
 
Lancaster, PA
 
63,392
 
94.1%
 
681

 
11.42

 
Musser's Markets
 
Hallmark
 
Kmart
436

Whitehall Square
 
Whitehall
 
PA
 
Allentown-Bethlehem-Easton, PA-NJ
 
315,192
 
97.5%
 
3,307

 
10.76

 
Redner's Warehouse Market
 
Mealey's Furniture, Ross Dress for Less, Sports Authority
 
 
437

Wilkes-Barre Township Marketplace
 
Wilkes-Barre
 
PA
 
Scranton--Wilkes-Barre--Hazleton, PA
 
307,610
 
97.4%
 
1,975

 
28.68

 
Walmart Supercenter
 
 
 
438

Hunt River Commons
 
North Kingstown
 
RI
 
Providence-Warwick, RI-MA
 
148,126
 
97.4%
 
1,435

 
9.95

 
Super Stop & Shop (Ahold)
 
Marshalls, Ocean State Job Lot
 
 
439

Belfair Towne Village
 
Bluffton
 
SC
 
Hilton Head Island-Bluffton-Beaufort, SC
 
166,639
 
93.7%
 
2,139

 
13.69

 
Kroger
 
Stein Mart
 
 
440

Park Centre (3)
 
Columbia
 
SC
 
Columbia, SC
 
226,705
 
88.0%
 
1,000

 
5.01

 
 
BCBS of SC, Roundabouts Consignments
 
 
441

Milestone Plaza
 
Greenville
 
SC
 
Greenville-Anderson-Mauldin, SC
 
89,721
 
90.6%
 
1,222

 
15.03

 
BI-LO
 
 
 
442

Circle Center
 
Hilton Head
 
SC
 
Hilton Head Island-Bluffton-Beaufort, SC
 
65,213
 
93.0%
 
709

 
11.69

 
BI-LO
 
 
 
443

Island Plaza
 
James Island
 
SC
 
Charleston-North Charleston, SC
 
171,224
 
99.3%
 
1,260

 
7.41

 
Food Lion
 
Burke's Outlet, Dollar Tree, Gold's Gym
 
 
444

Lexington Town Square (3)
 
Lexington
 
SC
 
Columbia, SC
 
75,763
 
77.6%
 
367

 
6.24

 
Food Lion
 
Dollar General, Musician Supply
 
Kmart
445

Festival Centre
 
North Charleston
 
SC
 
Charleston-North Charleston, SC
 
325,347
 
74.5%
 
1,415

 
5.92

 
 
Fred's, Intercontinental Hotels Group, World Overcomers Ministries
 
 
446

Remount Village Shopping Center
 
North Charleston
 
SC
 
Charleston-North Charleston, SC
 
60,238
 
79.0%
 
432

 
9.09

 
BI-LO
 
 
 
447

Fairview Corners I & II
 
Simpsonville
 
SC
 
Greenville-Anderson-Mauldin, SC
 
131,002
 
98.5%
 
1,767

 
13.70

 
 
Ross Dress for Less, T.J.Maxx
 
Target
448

Hillcrest
 
Spartanburg
 
SC
 
Spartanburg, SC
 
385,609
 
80.3%
 
3,212

 
11.04

 
Publix
 
Carmike Cinema, Marshalls, Office Depot, Petco, Ross Dress for Less, Stein Mart
 
 
449

Shoppes at Hickory Hollow
 
Antioch
 
TN
 
Nashville-Davidson--Murfreesboro--Franklin, TN
 
144,469
 
82.0%
 
1,293

 
10.91

 
Kroger
 
Citi Trends
 
 
450

Congress Crossing
 
Athens
 
TN
 
Athens, TN
 
180,305
 
96.7%
 
1,400

 
8.03

 
 
Dunham's Sports, Kmart
 
 
451

East Ridge Crossing
 
Chattanooga
 
TN
 
Chattanooga, TN-GA
 
58,950
 
94.9%
 
602

 
10.76

 
Food Lion
 
 
 

- 41 -


 
Property Name
 
City
 
State
 
Metropolitan Statistical Area
 
GLA
 
% Leased
 
ABR
 
ABR/SF
 
Grocer (1)
 
Other Major Tenants
 
Non-Owned Major Tenants
452

Germantown Square (2)(3)
 
Cordova
 
TN
 
Memphis, TN-MS-AR
 
136,457
 
100.0%
 
1,636

 
11.99

 
 
Incredible Pizza Company, L'Ecole Culinaire
 
 
453

Watson Glen Shopping Center
 
Franklin
 
TN
 
Nashville-Davidson--Murfreesboro--Franklin, TN
 
265,027
 
96.8%
 
2,078

 
8.17

 
ALDI
 
Big Lots, Franklin Athletic Club, Kmart, Trees n Trends
 
 
454

Williamson Square
 
Franklin
 
TN
 
Nashville-Davidson--Murfreesboro--Franklin, TN
 
329,242
 
96.2%
 
2,611

 
8.24

 
Kroger
 
Grace Church Nashville, Hobby Lobby, USA Baby
 
 
455

Greensboro Village
 
Gallatin
 
TN
 
Nashville-Davidson--Murfreesboro--Franklin, TN
 
70,203
 
97.7%
 
956

 
13.93

 
Publix
 
 
 
456

Greeneville Commons
 
Greeneville
 
TN
 
Greeneville, TN
 
228,618
 
96.4%
 
1,533

 
11.67

 
 
Belk, Burke's Outlet, JC Penney, Kmart
 
 
457

Oakwood Commons
 
Hermitage
 
TN
 
Nashville-Davidson--Murfreesboro--Franklin, TN
 
278,017
 
89.6%
 
2,338

 
9.73

 
Publix
 
Bed Bath & Beyond,Goody’s, Peebles, PetSmart, Ross Dress for Less
 
 
458

Kimball Crossing
 
Kimball
 
TN
 
Chattanooga, TN-GA
 
280,476
 
97.1%
 
1,810

 
7.33

 
Walmart Supercenter
 
Goody's
 
Lowe's
459

Kingston Overlook
 
Knoxville
 
TN
 
Knoxville, TN
 
122,536
 
100.0%
 
1,039

 
8.71

 
 
Babies"R"Us, Michaels
 
 
460

Farrar Place
 
Manchester
 
TN
 
Tullahoma-Manchester, TN
 
43,220
 
84.5%
 
316

 
8.67

 
Food Lion
 
 
 
461

The Commons at Wolfcreek
 
Memphis
 
TN
 
Memphis, TN-MS-AR
 
658,121
 
93.9%
 
7,395

 
12.18

 
 
Best Buy, Big Lots, hhgregg, Office Depot, PetSmart, Sports Authority, T.J.Maxx, Value City Furniture
 
Target, The Home Depot, Toys"R"Us
462

Riverdale Square (2)(3)
 
Memphis
 
TN
 
Memphis, TN-MS-AR
 
4,667
 
100.0%
 
28

 
5.91

 
 
 
 
463

Georgetown Square
 
Murfreesboro
 
TN
 
Nashville-Davidson--Murfreesboro--Franklin, TN
 
104,117
 
96.2%
 
1,064

 
10.62

 
Kroger
 
 
 
464

Nashboro Village
 
Nashville
 
TN
 
Nashville-Davidson--Murfreesboro--Franklin, TN
 
86,811
 
100.0%
 
989

 
11.40

 
Kroger
 
 
Walgreens
465

Commerce Central
 
Tullahoma
 
TN
 
Tullahoma-Manchester, TN
 
182,401
 
93.6%
 
1,142

 
6.69

 
Walmart Supercenter
 
 
 
466

Merchant's Central
 
Winchester
 
TN
 
Tullahoma-Manchester, TN
 
208,123
 
95.8%
 
1,199

 
6.01

 
Walmart Supercenter
 
Peebles
 
 
467

Palm Plaza
 
Aransas
 
TX
 
Corpus Christi, TX
 
50,700
 
78.6%
 
250

 
7.84

 
 
Bealls (Stage Stores), Family Dollar
 
 
468

Bardin Place Center
 
Arlington
 
TX
 
Dallas-Fort Worth-Arlington, TX
 
309,488
 
98.7%
 
3,183

 
10.42

 
 
Hemispheres, Sports Authority
 
Hobby Lobby
469

Parmer Crossing
 
Austin
 
TX
 
Austin-Round Rock, TX
 
168,112
 
62.9%
 
1,126

 
10.65

 
 
Big Lots
 
Fry's Electronics
470

Baytown Shopping Center
 
Baytown
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
95,941
 
85.6%
 
862

 
10.50

 
 
24 Hour Fitness
 
 
471

Cedar Bellaire
 
Bellaire
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
50,967
 
89.4%
 
522

 
11.47

 
H-E-B
 
 
 
472

El Camino
 
Bellaire
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
71,575
 
98.4%
 
575

 
8.17

 
El Ahorro Supermarket
 
Family Dollar, Hancock Fabrics
 
 
473

Brenham Four Corners
 
Brenham
 
TX
 
Brenham, TX
 
114,571
 
100.0%
 
947

 

 
H-E-B
 
 
 
474

Bryan Square
 
Bryan
 
TX
 
College Station-Bryan, TX
 
59,029
 
100.0%
 
309

 
6.10

 
 
99 Cents Only, Citi Trends, Dollar Floor Store, Firestone
 
 
475

Townshire
 
Bryan
 
TX
 
College Station-Bryan, TX
 
136,887
 
91.2%
 
939

 
15.33

 
Walmart Neighborhood Market
 
Tops Printing
 
 
476

Plantation Plaza
 
Clute
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
99,141
 
92.9%
 
750

 
8.31

 
Kroger
 
Walgreens
 
 
477

Central Station
 
College Station
 
TX
 
College Station-Bryan, TX
 
176,847
 
87.3%
 
2,280

 
15.17

 
 
OfficeMax, Spec's Liquors
 
Kohl's
478

Rock Prairie Crossing
 
College Station
 
TX
 
College Station-Bryan, TX
 
119,000
 
100.0%
 
1,257

 
23.75

 
Kroger
 
CVS
 
 
479

Carmel Village
 
Corpus Christi
 
TX
 
Corpus Christi, TX
 
85,633
 
79.5%
 
639

 
9.39

 
 
Bay Area Dialysis, Bealls (Stage Stores), Tuesday Morning
 
 
480

Five Points
 
Corpus Christi
 
TX
 
Corpus Christi, TX
 
276,593
 
84.5%
 
2,750

 
11.98

 
 
Bealls (Stage Stores), Hobby Lobby, Party City, Ross Dress for Less
 
 
481

Claremont Village
 
Dallas
 
TX
 
Dallas-Fort Worth-Arlington, TX
 
67,305
 
94.6%
 
469

 
7.49

 
Minyard Food Stores
 
Family Dollar
 
 
482

Jeff Davis
 
Dallas
 
TX
 
Dallas-Fort Worth-Arlington, TX
 
69,562
 
96.7%
 
564

 
8.38

 
Save-A-Lot (Supervalu)
 
Blockbuster, Family Dollar, Mama Rosa
 
 

- 42 -


 
Property Name
 
City
 
State
 
Metropolitan Statistical Area
 
GLA
 
% Leased
 
ABR
 
ABR/SF
 
Grocer (1)
 
Other Major Tenants
 
Non-Owned Major Tenants
483

Stevens Park Village
 
Dallas
 
TX
 
Dallas-Fort Worth-Arlington, TX
 
45,492
 
100.0%
 
421

 
9.25

 
 
Big Lots, O'Reilly Auto Parts
 
 
484

Webb Royal
 
Dallas
 
TX
 
Dallas-Fort Worth-Arlington, TX
 
108,545
 
93.3%
 
855

 
8.84

 
Super Plaza
 
Family Dollar
 
 
485

Wynnewood Village
 
Dallas
 
TX
 
Dallas-Fort Worth-Arlington, TX
 
443,681
 
88.5%
 
3,869

 
10.05

 
Kroger
 
Fallas Paredes, Gen X Clothing, Ross Dress for Less
 
 
486

Parktown
 
Deer Park
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
121,388
 
94.8%
 
919

 
8.00

 
Food Town
 
Burke's Outlet, Walgreens
 
 
487

Kenworthy Crossing
 
El Paso
 
TX
 
El Paso, TX
 
74,393
 
98.4%
 
706

 
9.65

 
Albertsons
 
 
 
488

Preston Ridge
 
Frisco
 
TX
 
Dallas-Fort Worth-Arlington, TX
 
780,595
 
95.3%
 
13,379

 
18.39

 
SuperTarget*
 
Best Buy, Big Lots, DSW, GattiTown, Marshalls, Old Navy, Ross Dress for Less, Sheplers, Stein Mart, T.J.Maxx
 
 
489

Forest Hills
 
Ft. Worth
 
TX
 
Dallas-Fort Worth-Arlington, TX
 
69,651
 
100.0%
 
364

 
5.23

 
Foodland Markets
 
Family Dollar, Hi Style Fashion
 
 
490

Ridglea Plaza
 
Ft. Worth
 
TX
 
Dallas-Fort Worth-Arlington, TX
 
170,519
 
97.0%
 
1,780

 
11.09

 
Tom Thumb (Safeway)
 
Stein Mart
 
 
491

Trinity Commons
 
Ft. Worth
 
TX
 
Dallas-Fort Worth-Arlington, TX
 
197,423
 
100.0%
 
3,681

 
18.65

 
Tom Thumb (Safeway)
 
DSW
 
 
492

Village Plaza
 
Garland
 
TX
 
Dallas-Fort Worth-Arlington, TX
 
89,241
 
96.2%
 
905

 
10.54

 
Truong Nguyen Grocer
 
 
 
493

North Hills Village
 
Haltom City
 
TX
 
Dallas-Fort Worth-Arlington, TX
 
43,299
 
96.1%
 
301

 
7.23

 
Save-A-Lot
 
Dollar Tree, Rent-A-Center
 
 
494

Highland Village Town Center
 
Highland Village
 
TX
 
Dallas-Fort Worth-Arlington, TX
 
99,341
 
96.8%
 
1,024

 
10.65

 
Kroger
 
 
 
495

Bay Forest
 
Houston
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
71,667
 
100.0%
 
743

 
10.37

 
Kroger
 
 
 
496

Beltway South
 
Houston
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
107,174
 
95.6%
 
896

 
27.70

 
Kroger
 
 
 
497

Braes Heights
 
Houston
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
101,002
 
99.7%
 
1,856

 
18.44

 
 
CVS, Imagination Toys, I W Marks Jewelers
 
 
498

Braes Link
 
Houston
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
38,997
 
94.0%
 
598

 
16.33

 
 
Walgreens
 
 
499

Braes Oaks
 
Houston
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
45,067
 
89.1%
 
386

 
9.62

 
H-E-B
 
 
 
500

Braesgate
 
Houston
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
91,382
 
98.3%
 
570

 
6.34

 
Food Town
 
 
 
501

Broadway
 
Houston
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
74,942
 
100.0%
 
731

 
10.17

 
El Ahorro Supermarket
 
Fallas Paredes, Melrose Fashions
 
 
502

Clear Lake Camino South
 
Houston
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
102,643
 
87.1%
 
1,287

 
15.48

 
 
24 Hour Fitness, Hancock Fabrics, Mr. Gatti's Pizza, Spec's Liquors
 
 
503

Hearthstone Corners
 
Houston
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
208,147
 
98.0%
 
1,815

 
8.90

 
Kroger
 
Big Lots, Stein Mart
 
 
504

Inwood Forest
 
Houston
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
77,553
 
93.9%
 
760

 
10.46

 
Foodarama
 
 
 
505

Jester Village
 
Houston
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
64,285
 
76.8%
 
487

 
9.85

 
H-E-B
 
 
 
506

Jones Plaza
 
Houston
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
111,206
 
83.7%
 
1,129

 
12.34

 
 
24 Hour Fitness, Hancock Fabrics
 
 
507

Jones Square
 
Houston
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
169,003
 
90.7%
 
1,209

 
8.00

 
 
Big Lots, Hobby Lobby
 
 
508

Maplewood Mall
 
Houston
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
94,871
 
97.3%
 
735

 
7.97

 
Foodarama
 
Burke's Outlet
 
 
509

Merchants Park
 
Houston
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
244,373
 
100.0%
 
3,001

 
12.28

 
Kroger
 
Big Lots, Petco, Ross Dress for Less
 
 
510

Northgate
 
Houston
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
40,244
 
100.0%
 
296

 
7.34

 
 
Firestone, TitleMax
 
 
511

Northshore
 
Houston
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
233,479
 
93.1%
 
2,489

 
11.63

 
Sellers Bros.
 
Conn's, Office Depot
 
 
512

Northtown Plaza
 
Houston
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
193,222
 
96.8%
 
2,122

 
11.56

 
 
99 Cents Only, Fallas Paredes
 
 
513

Northwood
 
Houston
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
136,747
 
100.0%
 
1,352

 
10.05

 
Food City
 
 
 
514

Orange Grove
 
Houston
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
189,201
 
100.0%
 
1,837

 
10.37

 
 
24 Hour Fitness, FAMSA, Floor & Décor
 
 
515

Pinemont Shopping Center
 
Houston
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
73,577
 
92.9%
 
857

 
13.44

 
 
Family Dollar, Houston Community College
 
 
516

Royal Oaks Village
 
Houston
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
145,229
 
95.5%
 
2,957

 
21.31

 
H-E-B
 
 
 

- 43 -


 
Property Name
 
City
 
State
 
Metropolitan Statistical Area
 
GLA
 
% Leased
 
ABR
 
ABR/SF
 
Grocer (1)
 
Other Major Tenants
 
Non-Owned Major Tenants
517

Sharpstown Plaza
 
Houston
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
43,631
 
96.6%
 
357

 
8.48

 
 
Family Thrift Center
 
 
518

Tanglewilde
 
Houston
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
84,185
 
100.0%
 
965

 
12.73

 
 
Ace Hardware, Cavender's, Dollar Tree, Party City, Salon In The Park
 
 
519

Westheimer Commons
 
Houston
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
251,672
 
90.9%
 
1,990

 
8.70

 
Fiesta Mart
 
Marshalls
 
 
520

Crossing at Fry Road
 
Katy
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
237,340
 
100.0%
 
2,312

 
9.82

 
Kroger
 
Hobby Lobby, Palais Royal, Stein Mart
 
 
521

Washington Square
 
Kaufman
 
TX
 
Dallas-Fort Worth-Arlington, TX
 
64,230
 
85.1%
 
310

 
5.67

 
 
AutoZone, Bealls (Stage Stores), Family Dollar
 
 
522

League City (3)
 
League City
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
98,457
 
84.0%
 
643

 
7.77

 
 
Bay Area Community Church, Family Dollar, Goodwill, Palais Royal
 
 
523

Jefferson Park
 
Mount Pleasant
 
TX
 
Mount Pleasant, TX
 
132,096
 
82.8%
 
680

 
6.82

 
Super 1 Foods
 
Steeles
 
 
524

Winwood Town Center
 
Odessa
 
TX
 
Odessa, TX
 
366,091
 
100.0%
 
2,574

 
11.24

 
H-E-B
 
Hastings, Office Depot, Ross Dress for Less, Target
 
 
525

Crossroads Center
 
Pasadena
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
134,006
 
94.5%
 
1,463

 
12.41

 
Kroger
 
Sears Hardware
 
 
526

Spencer Square
 
Pasadena
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
194,470
 
95.3%
 
2,138

 
11.53

 
Kroger
 
Burke's Outlet
 
 
527

Pearland Plaza
 
Pearland
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
156,661
 
95.6%
 
1,071

 
7.16

 
Kroger
 
Palais Royal
 
 
528

Market Plaza
 
Plano
 
TX
 
Dallas-Fort Worth-Arlington, TX
 
168,137
 
68.8%
 
2,589

 
23.49

 
Central Market (H-E-B)
 
 
 
529

Preston Park
 
Plano
 
TX
 
Dallas-Fort Worth-Arlington, TX
 
238,939
 
93.0%
 
5,524

 
24.86

 
Tom Thumb (Safeway)
 
 
 
530

Northshore Plaza
 
Portland
 
TX
 
Corpus Christi, TX
 
152,144
 
88.9%
 
823

 
13.57

 
H-E-B
 
Bealls (Stage Stores)
 
Kmart
531

Klein Square
 
Spring
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
80,636
 
89.3%
 
727

 
10.10

 
Food Town
 
Family Dollar
 
 
532

Keegan's Meadow
 
Stafford
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
125,491
 
93.8%
 
1,179

 
10.34

 
Randalls (Safeway)
 
Palais Royal
 
 
533

Texas City Bay
 
Texas City
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
223,152
 
100.0%
 
1,953

 
8.78

 
Kroger
 
BP Engineering Facility
 
 
534

Windvale
 
The Woodlands
 
TX
 
Houston-The Woodlands-Sugar Land, TX
 
101,088
 
87.6%
 
910

 
10.27

 
Randalls (Safeway)
 
 
 
535

The Centre at Navarro
 
Victoria
 
TX
 
Victoria, TX
 
47,960
 
97.2%
 
702

 
15.06

 
 
Hastings, Walgreens
 
 
536

Spradlin Farm
 
Christiansburg
 
VA
 
Blacksburg-Christiansburg-Radford, VA
 
180,220
 
97.7%
 
2,390

 
13.81

 
 
Barnes & Noble, Big Lots, Michaels, T.J.Maxx
 
Target, The Home Depot
537

Culpeper Town Square
 
Culpeper
 
VA
 
Washington-Arlington-Alexandria, DC-VA-MD-WV
 
132,882
 
100.0%
 
1,134

 
8.54

 
Food Lion
 
Mountain Run Bowling, Tractor Supply Co.
 
 
538

Hanover Square
 
Mechanicsville
 
VA
 
Richmond, VA
 
129,887
 
91.0%
 
1,427

 
12.07

 
Martin's Food (Ahold)
 
Gold's Gym
 
Kohl's
539

Jefferson Green
 
Newport News
 
VA
 
Virginia Beach-Norfolk-Newport News, VA-NC
 
54,934
 
96.4%
 
768

 
14.51

 
 
Tuesday Morning
 
 
540

VA-KY Regional S.C. (3)
 
Norton
 
VA
 
 
229,527
 
79.5%
 
617

 
3.38

 
Ingles
 
Magic Mart
 
 
541

Tuckernuck Square
 
Richmond
 
VA
 
Richmond, VA
 
86,010
 
93.0%
 
1,015

 
12.70

 
 
Chuck E. Cheese's
 
 
542

Cave Spring Corners
 
Roanoke
 
VA
 
Roanoke, VA
 
147,133
 
97.1%
 
1,016

 
12.09

 
Kroger
 
Hamrick's
 
 
543

Hunting Hills
 
Roanoke
 
VA
 
Roanoke, VA
 
166,207
 
92.3%
 
1,035

 
6.75

 
 
Kohl's, PetSmart
 
 
544

Valley Commons
 
Salem
 
VA
 
Roanoke, VA
 
45,580
 
84.2%
 
285

 
7.41

 
Food Lion
 
 
 
545

Lake Drive Plaza
 
Vinton
 
VA
 
Roanoke, VA
 
163,090
 
100.0%
 
1,172

 
7.19

 
Kroger
 
Big Lots, Goodwill
 
 
546

Hilltop Plaza
 
Virginia Beach
 
VA
 
Virginia Beach-Norfolk-Newport News, VA-NC
 
150,300
 
100.0%
 
2,438

 
16.38

 
Trader Joe's
 
Jo-Ann Fabric & Craft Stores, Kirkland’s, Office Depot, PetSmart
 
 
547

Strawbridge (3)
 
Virginia Beach
 
VA
 
Virginia Beach-Norfolk-Newport News, VA-NC
 
43,764
 
100.0%
 
624

 

 
 
Regal Cinemas
 
 
548

Ridgeview Centre
 
Wise
 
VA
 
 
190,242
 
90.8%
 
1,165

 
13.51

 
 
Grand Home Furnishings, Kmart
 
Belk
549

Rutland Plaza
 
Rutland
 
VT
 
Rutland, VT
 
224,514
 
99.1%
 
1,912

 
8.59

 
Price Chopper
 
T.J.Maxx, Walmart
 
 
550

Fox River Plaza (3)
 
Burlington
 
WI
 
Racine, WI
 
169,883
 
47.2%
 
468

 
5.84

 
 
Dunham's Sports
 
 
551

Packard Plaza (3)
 
Cudahy
 
WI
 
Milwaukee-Waukesha-West Allis, WI
 
125,247
 
45.3%
 
264

 
7.56

 
 
Jo-Ann Fabric & Craft Stores
 
 
552

Fitchburg Ridge Shopping Ctr
 
Fitchburg
 
WI
 
Madison, WI
 
50,555
 
87.6%
 
489

 
11.08

 
 
Wisconsin Dialysis
 
 

- 44 -


 
Property Name
 
City
 
State
 
Metropolitan Statistical Area
 
GLA
 
% Leased
 
ABR
 
ABR/SF
 
Grocer (1)
 
Other Major Tenants
 
Non-Owned Major Tenants
553

Spring Mall
 
Greenfield
 
WI
 
Milwaukee-Waukesha-West Allis, WI
 
188,861
 
95.8%
 
1,434

 
7.92

 
 
T.J.Maxx
 
 
554

Mequon Pavilions
 
Mequon
 
WI
 
Milwaukee-Waukesha-West Allis, WI
 
218,116
 
83.6%
 
2,814

 
15.44

 
Sendik's Food Market
 
Bed Bath & Beyond
 
 
555

Moorland Square Shopping Ctr
 
New Berlin
 
WI
 
Milwaukee-Waukesha-West Allis, WI
 
98,303
 
97.4%
 
885

 
9.25

 
Pick 'n Save (Roundy's)
 
 
Walmart
556

Paradise Pavilion
 
West Bend
 
WI
 
Milwaukee-Waukesha-West Allis, WI
 
209,249
 
90.7%
 
1,327

 
6.99

 
 
Hobby Lobby, Kohl's
 
ShopKo
557

Moundsville Plaza
 
Moundsville
 
WV
 
Wheeling, WV-OH
 
176,156
 
97.7%
 
1,243

 
7.22

 
Kroger
 
Big Lots
 
 
558

Grand Central Plaza
 
Parkersburg
 
WV
 
Parkersburg-Vienna, WV
 
75,344
 
90.7%
 
717

 
10.48

 
 
Office Depot, T.J.Maxx
 
 
(1) * Indicates grocer space is not owned by us.
(2) As of December 31, 2013 we owned a 20% interest in these shopping centers.
(3) Non-Core Property distributed to Blackstone on January 15, 2014.

We believe that all of the properties in our portfolio are suitable for use as a community or neighborhood shopping center.

Leases

Our anchor tenants generally have leases with original terms ranging from 10 to 20 years. Such leases frequently contain renewal options for one or more additional periods. Smaller tenants typically have leases with terms ranging from three to five years, which may or may not contain renewal options. Leases in our portfolio generally provide for the payment of fixed monthly rentals. Leases may also provide for the payment of additional rent based upon a percentage of the tenant’s gross sales above a certain threshold level. Leases typically contain contractual increases in base rentals over both the primary terms and renewal periods. Our leases generally include tenant reimbursements for common area costs, insurance and real estate taxes. Utilities are generally paid by tenants either through separate meters or reimbursement.

The foregoing general description of the characteristics of the leases of our portfolio is not intended to describe all leases, and material variations in the lease terms exist.

Insurance

We maintain commercial liability, fire, extended coverage, earthquake, business interruption and rental loss insurance covering all of the properties in our portfolio. We select coverage specifications and insured limits which we believe to be appropriate given the relative risk of loss, the cost of the coverage and industry practice and the nature of the shopping centers in our portfolio. In addition, tenants generally are required to indemnify and hold us harmless from liabilities resulting from injury to persons or damage to personal or real property due to activities conducted by tenants or their agents on the properties (including without limitation any environmental contamination), and at the tenant’s expense, to obtain and keep in full force during the term of the lease, liability and property damage insurance policies. In the opinion of our management, all of the properties in our portfolio are currently adequately insured. We do not carry insurance for generally uninsured losses such as loss from war. See “Risk Factors-Risks Related to Our Properties and Our Business-Any uninsured loss on properties or a loss that exceeds the limits of our insurance policies could result in a loss of our investment or related revenue in our portfolio.”

Item 3.    Legal Proceedings
We are not presently involved in any material litigation arising outside the ordinary course of our business. However, we are involved in routine litigation arising in the ordinary course of business, none of which we believe, individually or in the aggregate, taking into account existing reserves, will have a material impact on our results of operations or financial condition.

Item 4.    Mine Safety Disclosures

Not applicable.


- 45 -



PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The following table sets forth for the year ended December 31, 2013 the high and low closing sales prices for each quarter of our common stock, which began trading on the New York Stock Exchange, or NYSE, on October 30, 2013 under the trading symbol “BRX” and the quarterly declared dividend per share of common stock for the year ended December 31, 2013:
 
Stock Price
 
 
Period
High
 
Low
 
Dividends
2013:
 
 
 
 
 
Fourth Quarter (a) (b)
$
20.94

 
$
19.66

 
$
0.127


(a) As our common stock was not listed on a national securities exchange until October 30, 2013, the high/low closing sales prices for the fourth quarter are for October 30, 2013 through December 31, 2013.

(b) The Company's Board of Directors declared a quarterly cash dividend of $0.20 per common share (equivalent to $0.80 per annum). This initial quarterly dividend was pro-rated to $0.127 per common share to reflect the period commencing on November 4, 2013, the IPO completion date, and ending on December 31, 2013. This pro-rated dividend was paid on January 15, 2014 to stockholders of record on January 6, 2014.

As of March 1, 2014, the number of holders of record of our common stock was 25.  This figure does not represent the actual number of beneficial owners of our common stock because shares of our common stock are frequently held in “street name” by securities dealers and others for the benefit of beneficial owners who may vote the shares.

The Internal Revenue Code of 1986, as amended (the “Code”), generally requires that a REIT distribute annually at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains, and imposes tax on any taxable income retained by a REIT, including capital gains. To satisfy the requirements for qualification as a REIT and generally not be subject to U.S. federal income and excise tax, we intend to make regular quarterly distributions of all or substantially all of our REIT taxable income to holders of our common stock out of assets legally available for such purposes.

Our future distributions will be at the sole discretion of our board of directors. When determining the amount of future distributions, we expect that our board of directors will consider, among other factors, (1) the amount of cash generated from our operating activities, (2) our expectations of future cash flows, (3) our determination of near-term cash needs for debt repayments, existing or future share repurchases, and selective acquisitions of new properties, (4) the timing of significant redevelopment and re-leasing activities and the establishment of additional cash reserves for anticipated tenant improvements and general property capital improvements, (5) our ability to continue to access additional sources of capital, (6) the amount required to be distributed to maintain our status as a REIT and to reduce any income and excise taxes that we otherwise would be required to pay, (7) any limitations on our distributions contained in our credit or other agreements, including, without limitation, in our Unsecured Credit Facility, and (8) the sufficiency of legally-available assets.

To the extent we are prevented by provisions of our financing arrangements or otherwise from distributing 100% of our REIT taxable income or otherwise do not distribute 100% of our REIT taxable income, we will be subject to income tax, and potentially excise tax, on the retained amounts. If our operations do not generate sufficient cash flow to allow us to satisfy the REIT distribution requirements, we may be required to fund distributions from working capital, borrow funds, sell assets or reduce such distributions. Our board of directors reviews the alternative funding sources available to us from time to time. For more information regarding risk factors that could materially adversely affect our actual results of operations, please see Item 1A. “Risk Factors.”

Because Brixmor Property Group Inc. is a holding company and has no material assets other than its ownership of shares of common stock of BPG Subsidiary Inc. (“BPG Subsidiary”) and no material operations other than those conducted by BPG Subsidiary, we fund any distributions from legally-available assets authorized by our board of directors in three steps:

first, our Operating Partnership makes distributions to those of its partners which are holders of OP Units, including BPG Subsidiary. When our Operating Partnership makes such distributions, in addition to BPG Subsidiary and its wholly owned subsidiary, the other partners of our Operating Partnership are also entitled to receive equivalent distributions pro rata based on their partnership interests in our Operating Partnership;
second, BPG Subsidiary distributes to Brixmor Property Group Inc. its share of such distributions. When BPG Subsidiary makes such distributions, in addition to Brixmor Property Group Inc., the other stockholders of BPG Subsidiary are also entitled to receive equivalent distributions pro rata based on their interests in BPG Subsidiary; and
third, Brixmor Property Group Inc. distributes the amount authorized by its board of directors and declared by Brixmor Property Group Inc. to its common stockholders on a pro rata basis.

Total Stockholder Return Performance

The following performance chart compares, for the period from October 30, 2013 through December 31, 2013, the cumulative total stockholder return on the Company’s common stock with the cumulative total return of the S&P 500 Index and the cumulative total return of the FTSE NAREIT Equity Shopping Centers Index. Equity real estate investment trusts are defined as those which derive more than 75% of their income from equity investments in real estate assets. All stockholder return performance assumes the reinvestment of dividends. The information in this paragraph and the following performance chart are deemed to be furnished, not filed.

Sales of Unregistered Equity Securities

There were no unregistered sales of equity securities during the quarter ended December 31, 2013.

Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities during the quarter ended December 31, 2013.

- 46 -





Item 6.    Selected Financial Data
The following table shows our selected consolidated financial data for the periods indicated. This information should be read together with our audited financial statements and notes thereto and with “Management's Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report.
The Successor period in the following table reflects our selected financial data for the period following the Acquisition through the end of the 2013 fiscal year, and the Predecessor period in the following table reflects our selected financial data for the periods prior to the Acquisition.

- 47 -




BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
 
Successor (Consolidated)
 
Predecessor (Combined Consolidated)
 
Year Ended December 31,
 
Period from June 28, 2011 through December 31,
 
Period from January 1, 2011 through June 27,
 
Year Ended December 31,
 
(Unaudited) Year Ended December 31,
 
2013
 
2012
 
2011
 
2011
 
2010
 
2009
Revenues
 
 
 
 
 
 
 
 
 
 
 
Rental income
$
908,854

 
$
874,325

 
$
440,961

 
$
424,325

 
$
865,539

 
$
889,392

Expense reimbursements
249,265

 
233,489

 
115,955

 
118,486

 
235,770

 
240,134

Other revenues
16,578

 
11,358

 
5,673

 
7,980

 
16,144

 
20,289

Total revenues
1,174,697

 
1,119,172

 
562,589

 
550,791

 
1,117,453

 
1,149,815

 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses
 
 
 
 
 
 
 
 
 
 
 
Operating costs
121,262

 
123,503

 
61,776

 
66,869

 
126,094

 
126,695

Real estate taxes
174,634

 
161,681

 
80,445

 
79,175

 
164,051

 
165,310

Depreciation and amortization
447,915

 
502,231

 
292,648

 
173,543

 
388,880

 
402,028

Provision for doubtful accounts
11,687

 
11,766

 
8,955

 
11,182

 
15,738

 
14,163

Impairment of real estate assets
23,534

 

 

 

 
245,567

 
92,776

Acquisition related costs

 
541

 
41,362

 
5,647

 
4,821

 
1,749

General and administrative
121,093

 
88,843

 
50,437

 
57,434

 
94,634

 
96,525

Total operating expenses
900,125

 
888,565

 
535,623

 
393,850

 
1,039,785

 
899,246

 
 
 
 
 
 
 
 
 
 
 
 
Other income (expense)
 
 
 
 
 
 
 
 
 
 
 
Dividends and interest
832

 
1,138

 
641

 
815

 
2,203

 
3,345

Gain on bargain purchase

 

 
328,826

 

 

 

Interest expense
(347,996
)
 
(383,715
)
 
(203,090
)
 
(191,255
)
 
(372,630
)
 
(376,843
)
Gain on sales of real estate assets and acquisition of joint venture interest
2,223

 
501

 

 

 
(388
)
 
1,426

Other
(31,626
)
 
(503
)
 
2,112

 
(3,728
)
 
5,551

 
9,932

Total other income (expense)
(376,567
)
 
(382,579
)
 
128,489

 
(194,168
)
 
(365,264
)
 
(362,140
)
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) before equity in income of unconsolidated joint ventures
(101,995
)
 
(151,972
)
 
155,455

 
(37,227
)
 
(287,596
)
 
(111,571
)
Income tax benefit

 

 

 

 
16,494

 
2,440

Equity in income (loss) of unconsolidated joint ventures
1,167

 
687

 
(160
)
 
(381
)
 
(2,116
)
 
(2,890
)
Impairment of investment in unconsolidated joint ventures

 
(314
)
 

 

 
(1,734
)
 
(15,798
)
Income (loss) from continuing operations
(100,828
)
 
(151,599
)
 
155,295

 
(37,608
)
 
(274,952
)
 
(127,819
)
 
 
 
 
 
 
 
 
 
 
 
 
Discontinued operations:
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from discontinued operations
1,672

 
(884
)
 
(2,159
)
 
(875
)
 
1,829

 
7,702

Gain on disposition of operating properties
3,392

 
5,369

 

 

 

 
6,075

Impairment on real estate held for sale
(23,119
)
 
(13,599
)
 

 
(8,608
)
 
(46,864
)
 
(45,080
)
Loss from discontinued operations
(18,055
)
 
(9,114
)
 
(2,159
)
 
(9,483
)
 
(45,035
)
 
(31,303
)
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
(118,883
)
 
(160,713
)
 
153,136

 
(47,091
)
 
(319,987
)
 
(159,122
)
 
 
 
 
 
 
 
 
 
 
 
 
Non-controlling interests
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to non-controlling interests
25,349

 
38,146

 
(37,785
)
 
(752
)
 
(1,400
)
 
(1,377
)
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to Brixmor Property Group Inc.
(93,534
)
 
(122,567
)
 
115,351

 
(47,843
)
 
(321,387
)
 
(160,499
)
 
 
 
 
 
 
 
 
 
 
 
 
Preferred stock dividends
(162
)
 
(296
)
 
(137
)
 

 

 

Net income (loss) attributable to common stockholders
$
(93,696
)
 
$
(122,863
)
 
$
115,214

 
$
(47,843
)
 
$
(321,387
)
 
$
(160,499
)
Per common share
 
 
 
 
 
 
 
 
 
 
 
Loss from continuing operations
 
 
 
 
 
 
 
 
 
 
 
-Basic
$
(0.42
)
 
$
(0.64
)
 
$
0.65

 
 
 
 
 
 
-Diluted
$
(0.42
)
 
$
(0.64
)
 
$
0.65

 
 
 
 
 
 
Net loss attributable to common stockholders
 
 
 
 
 
 
 
 
 
 
 
-Basic
$
(0.50
)
 
$
(0.68
)
 
$
0.64

 
 
 
 
 
 
-Diluted
$
(0.50
)
 
$
(0.68
)
 
$
0.64

 
 
 
 
 
 
Weighted average common outstanding shares
 
 
 
 
 
 
 
 
 
 
 
-Basic and diluted
188,993

 
180,675

 
180,675

 
 
 
 
 
 


- 48 -



BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
SELECT BALANCE SHEET INFORMATION
(in thousands)
 
 
Successor
 
Predecessor
Balance Sheet Data as of the End of Each Year
 
2013
 
2012
 
2011
 
2010
 
(Unaudited)
2009
Real estate, net
 
$
9,647,558

 
$
9,098,130

 
$
9,496,903

 
$
9,873,096

 
$
10,503,244

Total assets
 
$
10,171,916

 
$
9,603,729

 
$
10,032,266

 
$
10,711,209

 
$
11,186,828

Debt obligations, net (1)
 
$
5,981,289

 
$
6,499,356

 
$
6,694,549

 
$
7,700,237

 
$
7,711,398

Total liabilities
 
$
6,865,929

 
$
7,305,908

 
$
7,553,277

 
$
8,731,832

 
$
8,625,260

Redeemable noncontrolling interests in partnerships
 
$
21,467

 
$
21,467

 
$
21,559

 
$
21,559

 
$
21,559

Total equity
 
$
3,284,520

 
$
2,276,354

 
$
2,457,430

 
$
1,957,818

 
$
2,540,009

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


Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the Consolidated Financial Statements and the accompanying notes thereto. Historical results and percentage relationships set forth in the Consolidated Statements of Operations and contained in the Consolidated Financial Statements and accompanying notes, including trends which might appear, should not be taken as indicative of future operations.

Information related to our financial condition and results of operations as of and for the period ending prior to June 27, 2011 represents that of our predecessor and information related to our financial condition and results of operations as of and for the periods ending after June 27, 2011 represents that of our Successor due to the Acquisition which occurred on June 28, 2011 and was accounted for as a business combination. Therefore, the basis of the assets and liabilities associated with our Predecessor are not comparable to those of our Successor and the results of operations associated with our Successor would not have been the same had the Acquisition not occurred.

Executive Summary
 
Our Company

We are a REIT that owns and operates the largest wholly owned portfolio of grocery-anchored community and neighborhood shopping centers in the United States. Our high quality national portfolio is diversified by geography, tenancy and retail format, and our shopping centers are primarily anchored by market-leading grocers. We have been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the United States federal income tax laws, commencing with our taxable year ended December 31, 2011, and we satisfied the requirements for qualification and taxation as a REIT under the United States income tax laws for our taxable year ended December 31, 2013, and expect to satisfy such requirements for subsequent taxable years.

Our primary objective is to maximize total returns to our stockholders through a combination of growth and value-creation at the asset level supported by stable cash flows. We seek to achieve this through ownership of a large, high quality, diversified portfolio of primarily grocery-anchored community and neighborhood shopping centers and by creating meaningful NOI growth from this portfolio. The major drivers of this growth will be a combination of occupancy increases across both our anchor and small shop space, positive rent spreads from below-market in-place rents and significant near-term lease rollover, annual contractual rent increases across the portfolio and the realization of embedded anchor space repositioning / redevelopment opportunities.

The following set of core competencies is expected to position us to execute on our growth strategies:

Anchor Space Repositioning / Redevelopment Expertise - We have been a top redeveloper over the past decade, according to Chain Store Age magazine, having completed anchor space repositioning / redevelopment projects totaling approximately $1 billion since January 1, 2003.

Expansive Retailer Relationships - Given the scale of our asset base and our nationwide footprint, we have a competitive advantage in supporting the growth plans of the nation’s largest retailers. We are the largest landlord by GLA to Kroger and TJX Companies, as well as a key landlord to all major grocers and most

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major retail category leaders. Our strong relationships with leading retailers affords us insight into their strategies and priority access to their expansion plans, enabling us to efficiently provide these retailers with space in multiple locations.

Fully-Integrated Operating Platform - We operate with a fully-integrated, comprehensive platform both leveraging our national presence and demonstrating our commitment to a regional and local presence. We provide our tenants with personalized service through our network of three regional offices in Atlanta, Chicago and Philadelphia, as well as via 12 leasing and property management satellite offices throughout the country. This strategy enables us to obtain critical market intelligence and to benefit from the regional and local expertise of our workforce.

Experienced Management - Senior members of our management team are experienced real estate operators with deep industry expertise and retailer relationships and have an average of 25 years of experience in the real estate industry and an average tenure of 13 years with the Company.

Factors That May Influence our Future Results

We derive our revenues primarily from rents (including percentage rents based on tenants' sales levels) and expense reimbursements due to us from tenants under existing leases at each of our properties. Expense reimbursements consist of payments made by tenants to us under contractual lease obligations for their proportional share of the property's operating expenses, insurance and real estate taxes.

The amount of rental income and expense reimbursements we receive is primarily dependent on our ability to maintain or increase rental rates and on our ability to lease available space including renewing expiring leases. Factors that could affect our rental income include: (1) changes in national, regional or local economic climates; (2) local conditions, including an oversupply of space in, or a reduction on demand for, properties similar to those in our portfolio; (3) the attractiveness of properties in our portfolio to our tenants; (4) the financial stability of tenants, including the ability of tenants to pay rents; (5) in the case of percentage rents, our tenants' sales volumes; (6) competition from other available properties; (7) changes in market rental rates; and (8) changes in the regional demographics of our properties.

Our operating expenses include property-related costs including repairs and maintenance, roof repair, landscaping, parking lot repair, snow removal, utilities, property insurance costs, security, ground rent expense related to ground lease payments for which we are the lessee and various other property related costs. Increases in our operating expenses, to the extent they are not offset by revenue increases, would impact our overall performance.
For a further discussion of these and other factors that could impact our future results, performance or transactions, see Item 1A. "Risk Factors."

Initial Public Offering and IPO Property Transfers

On November 4, 2013, we completed the IPO in which we sold approximately 47.4 million shares of our common stock at an IPO price of $20.00 per share. We received net proceeds from the sale of shares in the IPO of approximately $893.9 million, after deducting $54.9 million in underwriting discounts, expenses and transaction costs. Of the total proceeds received, $824.7 million was used to pay down amounts outstanding under our unsecured credit facility (see attached financial statement for additional information).

In connection with the IPO, we acquired interests the Acquired Properties from certain investment funds affiliated with Blackstone in exchange for 15,877,791 OP Units in our Operating Partnership having a value equivalent to the value of the Acquired Properties. In connection with the acquisition of the Acquired Properties, we repaid $66.6 million of indebtedness to Blackstone attributable to certain of the Acquired Properties with a portion of the net proceeds of the IPO.

Also in connection with the IPO, the Company created a separate series of interest in our Operating Partnership that allocates to certain funds affiliated with the pre-IPO owners all of the economic consequences of ownership of the Operating Partnership’s interest in the Non-Core Properties.  During 2013, we disposed of 11 of the Non-Core Properties. As of December 31, 2013, the Company owned a 100% interest in 33 of the Non-Core Properties and a 20% interest in three of the Non-Core Properties.  On January 15, 2014, the Operating Partnership caused all but one of the Non-Core Properties to be transferred to the pre-IPO owners.  It is expected that the Operating Partnership

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will transfer the one remaining Non-Core Property and redeem the separate series of interest in the Operating Partnership. The consolidated financial statements of the Company for the years ended December 31, 2013, December 31, 2012, the periods from January 1, 2011 to June 27, 2011 and June 28, 2011 to December 31, 2011 do not reflect the transfer of the 47 Non-Core Properties.

Portfolio and Financial Highlights

The information below presents historical property and financial information as of and for the periods presented.

As of December 31, 2013, we owned interests in 558 shopping centers, including 554 wholly owned shopping centers (the "Consolidated Portfolio") and four shopping centers held through unconsolidated joint ventures. The Consolidated Portfolio includes the 43 Acquired Properties and the 36 Non-Core Properties in which the Company had an ownership interest in as of December 31, 2013.

Billed occupancy for the Consolidated Portfolio was 89.65% and 89.27% as of December 31, 2013 and 2012, respectively. Leased occupancy for the Consolidated Portfolio was 91.43% and 90.60% at December 31, 2013 and 2012, respectively.

During 2013, we executed 2,342 leases in our Consolidated Portfolio totaling 13.5 million square feet of GLA, including 825 new leases totaling 3.6 million square feet of GLA and 1,517 renewals totaling 9.8 million sq. ft. of GLA. The average ABR under the new leases increased 29.0% from the prior tenant’s ABR and increased 9.57% for both new and renewal leases on comparable space from the prior tenant’s ABR. The average ABR per leased square foot of these new leases in our Consolidated Portfolio is $14.59 and the average ABR per leased square foot of these new and renewal leases in our Consolidated Portfolio is $11.61. The cost per square foot for tenant improvements and leasing commissions for new leases was $12.35 and $2.85, respectively. The cost per square foot for tenant improvements and leasing commissions for renewal leases was $0.67 and $0.04, respectively.

During 2012, we executed 2,273 leases in our Consolidated Portfolio totaling 12.8 million sq. ft. of GLA, including 715 new leases totaling 3.5 million sq. ft. of GLA and 1,558 renewals totaling 9.2 million sq. ft. The average ABR under the new leases increased 20.1% from the prior tenants' ABR and increased 6.2% for both new and renewal leases on comparable space from the prior tenants' ABR. The average ABR per leased sq. ft. of these new leases was $11.86 and the average ABR per leased sq. ft. of these new and renewal leases was $11.95. The cost per sq. ft. for tenant improvements and leasing commissions for new leases was $11.46 and $1.77, respectively. The cost per sq. ft. for tenant improvements and leasing commissions for renewal leases was $0.80 and $0.02, respectively.

During 2013, we executed 2,244 leases in our IPO Portfolio totaling 12.8 million square feet of GLA, including 787 new leases totaling 3.4 million square feet of GLA and 1,457 renewals totaling 9.4 million sq. ft. of GLA. The average ABR under the new leases increased 29.5% from the prior tenant’s ABR and increased 9.8% for both new and renewal leases on comparable space from the prior tenant’s ABR. The average ABR per leased square foot of these new leases in our IPO Portfolio is $13.69 and the average ABR per leased square foot of these new and renewal leases in our IPO Portfolio is $12.38. The cost per square foot for tenant improvements and leasing commissions for new leases was $12.58 and $2.98, respectively. The cost per square foot for tenant improvements and leasing commissions for renewal leases was $0.70 and $0.04, respectively.

Net income/(loss) attributable to the Company was $(93.5) million for 2013, $(122.6) million for 2012, $115.4 million for the period from June 28, 2011 to December 31, 2011 and $(47.8) million for the period from January 1, 2011 to June 27, 2011. Our results of operations for the period from June 28, 2011 to December 31, 2011 included a gain on bargain purchase of $328.8 million recognized in connection with the Acquisition.

Net cash provided by operating activities was $332.0 million for 2013, $268.8 million for 2012, $56.7 million for the period from June 28, 2011 to December 31, 2011 and $117.1 million for the period from January 1, 2011 to June 27, 2011.


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Funds from Operations ("FFO") as adjusted, increased $10.8 million, or 3.0%, from $355.0 million in 2012 to $365.8 million in 2013. Additional information regarding FFO, a non-GAAP financial measure, including a reconciliation of net income (loss) to FFO, is included under - "Funds From Operations."

Same property net operating income, as described below, (“Same Property NOI”) in our Consolidated Portfolio increased by $29.3 million or 4.0%, from $737.4 million in 2012 to $766.7 million in 2013. Additional information regarding Same Property NOI, a non-GAAP measure, including a reconciliation of net income (loss) attributable to Brixmor Property Group Inc. to Same Property NOI, is included under "Same Property Net Operating Income."

Acquisition Activity

During the year ended December 31, 2013, in addition to the Acquired Properties, we acquired one retail building which was adjacent to one of our existing shopping centers for a purchase price of $5.1 million and the remaining 70% interest in a shopping center held through an unconsolidated joint venture for a net purchase price $18.7 million.

During the year ended December 31, 2012, we acquired three retail buildings which were adjacent buildings at certain of our existing shopping centers, for approximately $5.5 million. In addition, we acquired the remaining 50% ownership interest in a 41.6 acre land parcel for a purchase price of $0.5 million.

Disposition Activity

During the year ended December 31, 2013, we disposed of 18 shopping centers and three land parcels for aggregate proceeds of $59.0 million.

During the year ended December 31, 2012, we disposed of 19 shopping centers, two retail buildings and one land parcel for aggregate proceeds of $50.6 million.

Results of Operations

Comparison of the Year Ended December 31, 2013 to the Year Ended December 31, 2012

Revenues (in thousands)
 
Year ended December 31,
 
 
 
2013
 
2012
 
$ Change
Revenues
 
 
 
 
 
Rental income
$
908,854

 
$
874,325

 
$
34,529

Expense reimbursements
249,265

 
233,489

 
15,776

Other revenues
16,578

 
11,358

 
5,220

Total revenues
$
1,174,697

 
$
1,119,172

 
$
55,525


Rental income
The increase in rental income for 2013 of $34.5 million, as compared to the corresponding period in 2012, was primarily due to a $23.4 million increase in ABR driven by (i) an increase in billed occupancy from 89.27% as of December 31, 2012 to 89.65% as of December 31, 2013, (ii) an increase in leasing spreads of 9.8% for both new and renewal leases, (iii) $9.7 million of ABR from the Acquired Properties, (iv) and a $2.8 million increase in the amortization of above and below market lease intangibles and lease settlement income. These increases were partially offset by a $1.8 million decrease in straight line rent.

Expense reimbursements
The increase in expense reimbursements for 2013 of approximately $15.8 million, as compared to the corresponding period in 2012, was primarily due to an increase in reimbursable expenses and an increase in the recovery

- 52 -



percentage which increased to 84.2% for 2013, as compared to 81.9% for the same period in 2012. The increased percentage of recoveries from tenants is primarily attributable to higher occupancy of our portfolio coupled with an increase in real estate taxes which have a higher recovery rate than operating expenses.
Other revenues
The increase in other revenues for 2013 of $5.2 million as compared to the corresponding period in 2012, was primarily due to $6.1 million of non-cash management fee income recorded in connection the vesting of equity incentive awards in the Acquired Properties. Certain of our employees have been granted equity incentive awards in the Acquired Properties. These awards were granted with service conditions and performance and market conditions. As the awards were granted to the employees under our management agreement with the owners of the Acquired Properties, we considered the amounts earned by the employees for the amortization of the awards at their fair value as measured at each reporting period to be a component of our management fees, and then recorded a corresponding amount for compensation expense. In connection with the IPO, based on the terms of these awards, all of such awards granted to our employees vested. In exchange for the vested incentive awards, the holders received vested Operating Partnership Units. At the time of the IPO, we recorded $6.1 million of additional management fee income and additional compensation expense based upon the fair value of the Operating Partnership Units issued at the date of grant.

Operating Expenses (in thousands)
 
Year ended December 31,
 
 
 
2013
 
2012
 
$ Change
Operating expenses:
 
 
 
 
 
Operating costs
$
121,262

 
$
123,503

 
$
(2,241
)
Real estate taxes
174,634

 
161,681

 
12,953

Depreciation and amortization
447,915

 
502,231

 
(54,316
)
Provision for doubtful accounts
11,687

 
11,766

 
(79
)
Impairment of real estate assets
23,534

 

 
23,534

Acquisition related costs

 
541

 
(541
)
General and administrative
121,093

 
88,843

 
32,250

Total operating expenses
$
900,125

 
$
888,565

 
$
11,560



Operating costs
The decrease in operating costs for 2013 of $2.2 million, as compared to the corresponding period in 2012, was due to decreased snow removal costs, decreased tenant related legal costs and decreased insurance costs partially offset by an increase in repairs and maintenance expenses.
Real estate taxes
The increase in real estate taxes for 2013 of $13.0 million, as compared to the corresponding period in 2012, was primarily due to increased assessments at certain properties, primarily in California, Illinois, Texas and New York, partially offset by decreases in assessments due to successful appeals of assessed values.
Depreciation and amortization
The decrease in depreciation and amortization for 2013 of $54.3 million, as compared to the corresponding period in 2012, was primarily due to tenant lease expirations and lease terminations associated with tenant improvements and in-place lease value intangible assets, partially offset by $7.4 million of depreciation and amortization recorded in connection with the Acquired Properties.
Provision for doubtful accounts
The provision for doubtful accounts remained approximately the same for 2013, as compared to the corresponding period in 2012.


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Impairment of real estate assets
During 2013, as a result of our strategy to dispose of certain shopping centers, we recognized provisions for impairment on Non-Core real estate assets of $22.0 million (excluding impairments included in discontinued operations). We also recognized impairment of $1.5 million on the disposal of one land parcel. The impairments were the result of the reduction in expected undiscounted cash flows from these assets due to an estimated shortened holding period. After considering the shortened holding period’s impact on the cash flow from these assets, we determined that the undiscounted cash flows were below the assets’ carrying values. Accordingly, we proceeded to record impairments for each of these assets to reflect the difference between the historical carrying values and the fair values as of December 31, 2013. No impairments were recognized on real estate properties during 2012.
General and administrative
The increase in general and administrative costs for 2013 of $32.3 million, as compared to the corresponding period in 2012, primarily due to (i) $36.1 million increased stock-based compensation expense recorded in connection with the IPO partially offset by a $1.8 million decrease in personnel related expenses due to reductions in staff and $1.3 million decrease in professional fees.

Other Income and Expenses (in thousands)

 
Year ended December 31,
 
 
 
2013
 
2012
 
$ Change
Other income (expense)
 
 
 
 
 
Dividends and interest
$
832

 
$
1,138

 
$
(306
)
Interest expense
(347,996
)
 
(383,715
)
 
35,719

Gain on sales of real estate assets
2,223

 
501

 
1,722

Other
(31,626
)
 
(503
)
 
(31,123
)
        Total other income (expense)
$
(376,567
)
 
$
(382,579
)
 
$
6,012


Dividends and interest
Dividends and interest remained approximately the same for 2013 as compared to the corresponding period in 2012.
Interest expense
Interest expense decreased by $35.7 million for 2013, as compared to the corresponding period in 2012, primarily due to the 2013 repayment of $2.6 billion of secured mortgage and term loans with a weighted-average interest rate of 5.69% which decreased interest expense by approximately $50.0 million, partially offset by $16.2 million of interest expense on our Unsecured Credit Facility which we entered into in July 2013. The 2013 secured mortgage and term loan repayments were financed primarily from proceeds of our Unsecured Credit Facility which had a weighted average of 2.4% as of December 31, 2013. During 2013, our Debt obligations, net decreased by $518.0 million primarily due to a portion of our IPO proceeds being used to repay outstanding borrowings under the revolving portion of the Unsecured Credit Facility partially offset by debt assumed from the Acquired Properties.
Gain on sales of real estate assets
During 2013, we disposed of two land parcels for aggregate proceeds of $1.4 million resulting in an aggregate gain of $1.1 million. In addition, we purchased the remaining 70% interest in a shopping center held through an unconsolidated joint venture resulting in a gain of $1.1 million on the step-up of the original 30% interest.
During 2012, we sold one land parcel and two buildings for aggregate net proceeds of $1.4 million.
Other
Other increased by $31.1 million for 2013, as compared to the corresponding period in 2012, primarily due to $21.0 million loss on debt extinguishments resulting from the write-off of unamortized debt issuance costs and premium/discounts associated with repayments of certain of our debt obligations and $6.0 million of expenses related to our IPO.




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Equity in Income of Unconsolidated Joint Ventures (in thousands)

 
Year ended December 31,
 
 
 
2013
 
2012
 
$ Change
Equity in income of unconsolidated joint ventures
$
1,167

 
$
687

 
$
480

Impairment of investment in unconsolidated joint ventures
$

 
$
(314
)
 
$
314


Equity in income of unconsolidated joint ventures increased by $0.5 million for 2013, as compared to corresponding period in 2012, primarily due to increased operating performance of certain of our unconsolidated joint ventures.

Discontinued Operations (in thousands)

 
Year ended December 31,
 
 
 
2013
 
2012
 
$ Change
Discontinued operations:
 
 
 
 
 
Income (loss) from discontinued operations
$
1,672

 
$
(884
)
 
$
2,556

Gain on disposition of operating properties
3,392

 
5,369

 
(1,977
)
Impairment of real estate assets held for sale
(23,119
)
 
(13,599
)
 
(9,520
)
Loss from discontinued operations
$
(18,055
)
 
$
(9,114
)
 
$
(8,941
)

Income from discontinued operations
Results from discontinued operations include the results from the following: (i) 19 shopping centers and one retail space disposed of during 2012, (ii) 18 shopping centers disposed during 2013, and (iii) one shopping center classified as held for sale at December 31, 2013.
Gain on disposition of operating properties
During 2013, the gain on disposition of operating properties was attributable to the sale of four shopping centers for aggregate proceeds of $12.4 million.
In connection with the sale of shopping centers in 2012, we recognized a gain of $5.4 million.

Impairment of real estate assets held for sale
During 2013, we recognized provisions for impairment of $23.1 million relating to 14 shopping centers disposed of during the period.
During 2012, we recognized provisions for impairment of $13.6 million in connection with the disposal of 19 shopping centers. For purposes of measuring the provision, fair value was determined based upon the contracts with buyers and then adjusted to reflect associated disposition costs.









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Comparison of the Year Ended December 31, 2012 to the periods from January 1, 2011 through June 27, 2011 and the period from June 28, 2011 to December 31, 2011
Revenues (in thousands)
 
 
Successor 
 
 
 
Predecessor 
 
 
Year Ended
December 31,
2012 
 
Period from
June 28, 2011
through
December 31,
2011 
 
 
 
Period from
January 1, 2011
through June 27,
2011 
 
Revenue
 
 
 
 
 
Rental income
$
874,325

$
440,961

 
 
$
424,325

Expense reimbursements
233,489

115,955

 
 
118,486

Other revenue
11,358

5,673

 
 
7,980

    Total revenues
$
1,119,172

$
562,589

 
 
$
550,791

Rental income
The increase in rental income for 2012 of approximately $9.0 million from 2011 was primarily due to the combined impact of a $16.5 million increase in ABR driven by a 70 basis point increase in occupancy as well as an increase in leasing spreads of 6.2% for both new and renewal leases and an increase in straight line rent amortization of $3.8 million due to the effects of the Acquisition being included in our results of operations for a full year, partially offset by a $10.8 million net decrease in the amortization of above and below market lease intangibles due to the expiration and termination of leases during 2011 and 2012 termination of leases.
Expense reimbursements
Expense reimbursements were unchanged for 2012 as compared to 2011. The expenses recovery percentage increased to 81.9% in 2012 from 81.3% in 2011 primarily due to higher occupancy rates in our portfolio.
Other revenue
The decrease in other revenue of approximately $2.3 million for 2012, as compared to 2011, was primarily due to a decrease in fee revenues.

Operating expenses (in thousands)
 
 
Successor 
 
 
 
Predecessor 
 
 
Year Ended
December 31,
2012 
 
Period from
June 28, 2011
through
December 31,
2011 
 
 
 
Period from
January 1, 2011
through June 27,
2011 
 
Operating expenses
 
 
 
 
 
Operating costs
$
123,503

$
61,776


 
$
66,869

Real estate taxes
161,681

80,445


 
79,175

Depreciation and amortization
502,231

292,648


 
173,543

Provision for doubtful accounts
11,766

8,955

 
 
11,182

Acquisition related costs
541

41,362

 
 
5,647

General and administrative
88,843

50,437

 
 
57,434

    Total operating expenses
$
888,565

$
535,623

 
 
$
393,850



- 56 -



Operating costs
The decrease in operating costs in 2012 of $5.1 million, as compared to 2011, was due to decreased snow removal costs of $3.0 million and decreased utilities of $1.1 million due to a milder winter, decreased repairs and maintenance costs of $2.9 million and decreased tenant related legal costs of $1.0 million. These decreases were partially offset with increased insurance costs of $2.6 million.
Real estate taxes
Real estate taxes for 2012 increased by $2.0 million from 2011 due to higher assessments at certain properties.
Depreciation and amortization
The increase in depreciation and amortization of $36.0 million for 2012, as compared to 2011, was primarily due to $18.2 million from the Acquisition and resultant change in basis recorded in connection therewith and $17.9 million due to capital expenditures since the Acquisition.
Provision for doubtful accounts
The decrease of $8.4 million in the provision for doubtful accounts for 2012, as compared to 2011, was primarily due to lower billed receivables which, before the allowance for bad debt, decreased from $74.2 million as of December 31, 2011 to $58.7 million as of December 31, 2012. Moreover, the provision for doubtful accounts as a percentage of total revenues decreased from 2.04% for the period January 1, 2011 to June 27, 2011 to 1.56% for the period June 28, 2011 to December 31, 2011 to 1.05% for 2012.
Acquisition-related costs
Acquisition costs incurred during 2011 primarily related to the Acquisition and included legal, accounting, consulting, advisory fees and transfer taxes and other acquisition costs. Acquisition costs incurred during 2012 related to the acquisition of three retail buildings, which were adjacent buildings at three of our existing shopping centers.

General and administrative
General and administrative costs decreased by $19.0 million for 2012, as compared to 2011, due to (i) decreased personnel costs of approximately $7.1 million due to reductions made in staffing coupled with a one-time retention bonus payment made to certain employees in 2011, (ii) tax consulting fees of approximately $4.9 million due to increased costs incurred during 2011 as a result of the Acquisition coupled with reduced tax complexity post-Acquisition, (iii) state franchise taxes of $5.9 million in 2012 due to change in structure as a result of the Acquisition and (iv) state transfer taxes of $6.2 million. Transfer taxes unrelated to the Acquisition were incurred during the Predecessor period from January 1, 2011 through June 27, 2011. These decreases were partially offset by an increase of $5.4 million related to stock based compensation expense due to long-term incentive awards granted to certain of our employees in November 2011 and increased severance costs of approximately $0.7 million due to staff reductions.

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Other income (expense) (in thousands)
 
 
Successor 
 
 
 
Predecessor 
 
 
Year Ended
December 31,
2012 
 
Period from
June 28, 2011
through
December 31,
2011 
 
 
 
Period from
January 1, 2011
through June 27,
2011 
 
Other income (expense)
 
 
 
 
 
Dividends and interest
$
1,138

$
641

 
 
$
815

Gain on bargain purchase

328,826

 
 

Interest expense
(383,715
)
(203,090
)
 
 
(191,255
)
Gain on sale of real estate
501


 
 

Other
(503
)
2,112

 
 
(3,728
)
    Total other income (expense)
$
(382,579
)
$
128,489

 
 
$
(194,168
)

Dividends and interest
Dividends and interest income decreased slightly due to lower cash balances during 2012, as compared to the 2011 periods.
Gain on bargain purchase
The Acquisition was accounted for as a business combination. As a result, the associated consideration was allocated to the assets acquired and liabilities assumed based on management’s estimate of fair value using the information available at the date of the Acquisition.
The fair value of the identifiable assets acquired and liabilities assumed exceeded the sum of the fair value of the consideration transferred and the fair value of the non-controlling interest. As a result, a gain on bargain purchase of approximately $328.8 million was recognized.
Interest expense
Interest expense decreased $10.6 million for 2012, as compared to 2011, primarily due to: (i) a $3.4 million decrease due to repayments of unsecured bonds of approximately $29.6 million in November 2011 and $95.8 million during 2012; (ii) a $30.0 million decrease due to the repayment of approximately $2.4 billion of debt in connection with the Acquisition; (iii) a $10.4 million decrease due to the mark-to-market debt adjustment as a result of the Acquisition; (iv) a $2.1 million decrease in loan defeasance costs that were incurred in 2011 in connection with the Acquisition; (v) increased capitalized interest of approximately $1.1 million due to increased redevelopment spend; (vi) decreased loan consent fees of $0.9 million that were incurred in connection with the Acquisition in 2011 that were not incurred in 2012; and (vii) decreased advisor costs of approximately $3.2 million that were incurred during the Predecessor period. These decreases were partially offset by interest costs of approximately $43.4 million related to the financing incurred as part of the Acquisition of $1.5 billion. See “-Our Liquidity and Capital Resources” and “Description of Indebtedness” for additional information in respect of our indebtedness.
Gain on sale of real estate
During 2012, we sold one land parcel and two buildings for net proceeds of $1.4 million.
During the period from June 28, 2011 through December 31, 2011, we sold approximately 1.1 acres of land for net proceeds of $0.7 million. There was no gain or loss recognized on the sale.
Other
The change in Other includes a $3.3 million impairment of intangible assets for the Predecessor period from January 1, 2011 through June 27, 2011. The intangible assets consisted of property management contracts that were fully impaired as of the date of the Acquisition.

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Equity income (loss) in unconsolidated joint ventures (in thousands)
 
 
Successor 
 
 
 
Predecessor 
 
 
Year Ended
December 31,
2012 
 
Period from
June 28, 2011
through
December 31,
2011 
 
 
 
Period from
January 1, 2011
through June 27,
2011 
 
Equity in income (loss) of unconsolidated joint ventures
$
687

$
(160
)
 
 
$
(381
)
Impairment of investment in unconsolidated joint ventures
$
(314
)
$

 
 
$

Equity in income (loss) of unconsolidated joint ventures increased by $1.2 million in 2012, as compared to 2011, due to improved operating performance of the properties owned by certain of the unconsolidated joint ventures coupled with a gain on a land parcel sale in one of the unconsolidated joint ventures.
During 2012, we recognized provisions for impairment associated with certain of our unconsolidated joint ventures investments due to the operating performance of these unconsolidated joint ventures and general market conditions.
Discontinued operations (in thousands)
 
 
Successor 
 
 
 
Predecessor 
 
 
Year Ended
December 31,
2012 
 
Period from
June 28, 2011
through December 31,
2011 
 
 
 
Period from
January 1, 2011
through June 27,
2011 
 
Discontinued operations:
 
 
 
 
 
Income (loss) from discontinued operations
$
(884
)
$
(2,159
)
 
 
$
(875
)
Gain on disposition of properties
5,369


 
 

Impairment of real estate assets held for sale
(13,599
)

 
 
(8,608
)
Loss from discontinued operations
$
(9,114
)
$
(2,159
)
 
 
$
(9,483
)
 
Income (loss) from discontinued operations
Results from discontinued operations included the results from: (i) 18 shopping centers disposed of in 2013; (ii) 19 shopping centers and one retail building sold during 2012; (iii) two shopping centers sold during the period from January 1, 2011 through June 27, 2011; (iv) and one property held for sale as of December 31, 2013.
Gain on disposition of properties
In connection with the sale of shopping centers in 2012, we recognized a gain of $5.4 million.
Impairment of real estate assets held for sale
In connection with the disposition of 19 shopping centers in 2012 we recognized $13.6 million of provisions for impairment. For purposes of measuring the provision, fair value was determined based upon the contracts with buyers or for purchase and then adjusted to reflect associated disposition costs.











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Same Property Net Operating Income of Same Property Portfolio

Comparison of the Year Ended December 31, 2013 to the Year Ended December 31, 2012


 
 
 
 
Twelve Months Ended
 
 
 
 
 
 
12/31/13
 
12/31/12
 
Change
 
 
 
 
 
 
Number of properties
                   479

 
                   479

 
Percent billed
90.8%

 
90.0%

 
0.8%
Percent leased
92.6%

 
91.3%

 
1.2%
 
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
Rental income
814,232

 
790,046

 
3.1%
 
Expense reimbursements
241,328

 
227,919

 
5.9%
 
Other revenues
6,342

 
6,115

 
3.7%
 
 
 
 
1,061,902

 
1,024,080

 
3.7%
Operating expenses
 
 
 
 
 
 
Property operating costs
(116,923
)
 
(118,582
)
 
 (1.4%)
 
Real estate taxes
(167,393
)
 
(156,584
)
 
6.9%
 
Provisions for doubtful accounts
(10,902
)
 
(11,534
)
 
 (5.5%)
 
 
 
 
(295,218
)
 
(286,700
)
 
3.0%
Same property NOI
766,684

 
737,380

 
4.0%

Same Property NOI increased $29.3 million or 4.0% for the year ended December 31, 2013, as compared to the same period in 2012, primarily due to (i) a $24.2 million increase in rental income driven by an increase in occupancy to 92.6% from 91.3% and an increase in ABR per square foot to $11.82 from $11.60, and (ii) an increase in the expense recovery percentage to 84.9% from 82.8% driven by higher occupancy and an increase in real estate taxes which have a higher recovery rate than operating expenses. Additional information regarding Same Property NOI, a non-GAAP measure, including a reconciliation of net income (loss) attributable to Brixmor Property Group Inc. to Same Property NOI, is included under "Same Property Net Operating Income."





















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Comparison of the Year Ended December 31, 2012 to the Year Ended December 31, 2011

 
 
 
 
Twelve Months Ended
 
 
 
 
 
 
12/31/2012
 
12/31/2011
 
Change
 
 
 
 
 
 
Number of properties
479

 
479

 
Percent billed
90
%
 
87.2
%
 
2.8%
Percent leased
91.3
%
 
90.6
%
 
0.7%
 
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
Rental income
790,046

 
767,801

 
2.9%
 
Expense reimbursements
227,919

 
220,876

 
3.2%
 
Other revenues
6,115

 
18,104

 
(66.2)%
 
 
 
 
1,024,080

 
1,006,781

 
1.7%
Operating expenses
 
 
 
 
 
 
Property operating costs
(118,582
)
 
(125,044
)
 
(5.2)%
 
Real estate taxes
(156,584
)
 
(154,982
)
 
1.0%
 
Provisions for doubtful accounts
(11,534
)
 
(18,993
)
 
(39.3)%
 
 
 
 
(286,700
)
 
(299,019
)
 
(4.1)%
Same property NOI
737,380

 
707,762

 
4.2%
Same Property NOI increased $29.6 million or 4.2% for the year ended December 31, 2012, as compared to the same period in 2011, primarily due to (i) a $22.2 million increase in rental income driven by an increase in occupancy to 91.3% from 90.6% and an increase in overall leasing spreads of 6.3%, (ii) an increase in the expense recovery percentage to 82.5% from 82.1% driven by higher occupancy, and (iii) a $12.3 million decrease in operating expenses driven by a decrease in landlord expenses and a decrease in provision for doubtful accounts. The decrease in the provision for doubtful accounts was primarily attributable to lower receivable balances. Moreover, the provision for doubtful accounts as a percentage of total revenues decreased from 1.89% for 2011 to 1.13% for 2012. Additional information regarding Same Property NOI, a non-GAAP measure, including a reconciliation of net income (loss) attributable to Brixmor Property Group Inc. to Same Property NOI, is included under "Same Property Net Operating Income."

Liquidity and Capital Resources

We anticipate that our cash flows from the sources listed below will provide adequate capital for the next 12 months for all anticipated uses, including all scheduled principal and interest payments on our outstanding indebtedness, current and anticipated tenant improvements, stockholder distributions to maintain our qualification as a REIT and other capital obligations associated with conducting our business.
Our primary expected sources and uses and capital are as follows:

Sources
cash and cash equivalents;
operating cash flow;
available borrowings under our existing revolving credit facility;
issuance of long-term debt; and
asset sales.
Uses
Short term:

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leasing costs and tenant improvements allowances;
active anchor space repositioning/redevelopments;
recurring maintenance capital expenditures;
debt repayment requirements;
corporate and administrative costs; and
distribution payments.
Long term:
major active redevelopments, renovation or expansion programs at individual properties;
acquisitions; and
debt maturities.

Our cash flow activities are summarized as follows (dollars in thousands):
 
 
Successor 
 
 
 
Predecessor 
 
 
 
Year Ended
December 31,
2013 
 
 
Year Ended
December 31,
2012 
 
 
Period from
June 28, 2011
through
December 31,
2011 
 
 
 
Period from
January 1, 2011
through June 27,
2011 
 
Cash flows provided by operating activities
 
$
331,990

 
$
268,847

 
$
56,746

 
 
$
117,093

Cash flows used in investing activities
 
$
(86,367
)
 
$
(118,702
)
 
$
(1,387,031
)
 
 
$
(18,842
)
Cash flows provided by (used in) financing activities
 
$
(234,806
)
 
$
(204,653
)
 
$
1,487,891

 
 
$
(354,573
)

Operating Activities

Cash and cash equivalents were $113.9 million and $103.1 million as of December 31, 2013 and December 31, 2012, respectively.
Our net cash flow provided by operating activities primarily consist of net income from property operations, adjusted for non-cash items including depreciation and amortization, amortization of lease intangibles, the compensation expense associated with our Class B units and provisions for impairment.

For 2013, net cash flow provided by operating activities increased $63.1 million as compared to the corresponding period in 2012. The increase is primarily due to a $29.3 million increase in Same Property NOI, NOI generated from the Acquired Properties, a decrease in interest expense due to repayments of secured mortgage and term loans and unsecured notes and a decrease in general and administrative expense.  These increases were partially offset by costs incurred in our IPO.

Investing Activities
Net cash flow used in investing activities is impacted by the nature, timing and extent of improvements made to our shopping centers, allowances provided to our tenants, and our acquisition and disposition programs. Capital used to fund these activities, and the source thereof, can vary significantly from period to period based on, for example, negotiations with tenants and their willingness to pay higher base rents over the terms of their respective leases as well as the availability of operating cash flows. Net cash flow used in investing activities is also impacted by the level of recurring property capital expenditures in a given period. Recurring capital expenditures are costs to maintain properties and their common areas including new roofs, paving of parking lots and other general upkeep items. Recurring capital expenditures per square foot for 2013 and 2012 were $0.26 and $0.28, respectively.
 
For 2013, net cash flow used in investing activities decreased $32.3 million as compared to the corresponding period in 2012. The decrease was primarily due to a decrease of $26.7 million expended in 2013 on building improvements and expansion, and an increase of $8.4 million in 2013 in proceeds received from sales of real estate assets.

We continue to execute our strategy to selectively dispose of non-core properties on an opportunistic basis to generate cash proceeds, and to invest our capital in improvements to our shopping centers. Currently, our anchor space repositioning/redevelopments in our Consolidated Portfolio relate to 19 shopping centers for which we

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anticipate incurring approximately $88.7 million in improvements, of which $56.1 million had not yet been incurred as of December 31, 2013.

Financing Activities

Our net cash flow used in financing activities is impacted by the nature, timing and extent of issuances of debt and equity, principal and other payments associated with our outstanding indebtedness, and prevailing market conditions associated with each source of capital.

For 2013, net cash used in financing activities increased $30.2 million as compared to the corresponding period in 2012. The increase was due to (i) an increase of $855.4 million of repayments of debt obligations, net of borrowings,(ii) an increase of $47.1 million in dividends and distributions to non-controlling interests and (iii) an increase of $20.3 million in deferred financing costs associated with the Unsecured Credit Facility, partially offset by $893.9 million in net proceeds from our IPO.
Debt transactions
Unsecured Credit Facility
On July 16, 2013, our Operating Partnership entered into an unsecured credit facility (the “Unsecured Credit Facility”) with JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A. and Wells Fargo Bank, National Association, as syndication agents and Barclays Capital plc, Citibank, N.A., Deutsche Bank Securities Inc. and Royal Bank of Canada, as documentation agents.
The Unsecured Credit Facility consists of (i) $1.25 billion revolving credit facility (the “Revolving Facility), maturing on July 31, 2017, with a one-year extension option; and (ii) a $1.5 billion term loan facility (the “Term Loan Facility”), which will mature on July 31, 2018. Through October 28, 2013, the obligations under the Unsecured Credit Facility were guaranteed by both BPG Subsidiary Inc. ("BPG Sub") and Brixmor OP GP LLC, the general partner of the Operating Partnership (together, the "Parent Guarantors"), as well as by both Brixmor Residual Holding LLC and Brixmor GA America LLC (together, the "Material Subsidiary Guarantors"). Effective October 28, 2013, pursuant to the terms of the Unsecured Credit Facility, the guarantees by the Material Subsidiary Guarantors were terminated. The Revolving Facility includes borrowing capacity available for letters of credit and for short-term borrowings and an option for us to increase the size of the facility, raise incremental credit facilities, and extend the maturity date subject to certain limitations.
Unsecured Credit Facility borrowings bear interest, at our Operating Partnership’s option, at a rate equal to a margin over either (a) a base rate determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus half of 1%, and (3) the LIBOR rate that would be payable on such day for a LIBOR rate loan with a one-month interest period plus 1% or (b) a LIBOR rate determined by reference to the BBA LIBOR rate for the interest period relevant to a particular borrowing.
The margin associated with Term Loan Facility borrowings is based on a total leverage based grid and ranges from 0.40% to 1.00%, for base rate loans, and 1.4% to 2.0% for LIBOR rate loans. The margin associated with Revolving Facility borrowings is also based on a total leverage based grid and ranges from 0.40% to 1.00%, for base rate loans, and 1.40% to 2.00%, for LIBOR rate loans.

Our Operating Partnership, in addition to recurring interest payments, is required to pay a commitment fee to the lenders related to the Revolving Facility in respect of the unutilized commitments thereunder and customary letter of credit fees. The commitment fee is based on the daily-unused amount and is either 0.25% or 0.175% per annum. Voluntary prepayments are permitted at any time without premium or penalty, subject to certain minimum amounts and the payment of customary “breakage” costs in respect of LIBOR rate loans. The Unsecured Credit Facility requires no amortization payments.

During 2013, $2.5 billion of the Unsecured Credit Facility was drawn to repay certain debt obligations. A portion of the proceeds from the IPO were used to repay the revolver which has an outstanding drawn balance of $120.1 million as of December 31, 2013.

During 2014, we have an aggregate of $190.4 million of mortgage loans and $104.6 million of unsecured notes scheduled to mature and approximately $33.5 million of scheduled mortgage and financing liability amortization

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payments. Through February 28, 2014, we have repaid $143.0 million of the mortgage loans and $57.6 million of the unsecured notes schedule to mature in 2014 with borrowings under our Unsecured Credit Facility. We currently intend to repay the remaining $47.4 million of mortgage loans scheduled to mature in 2014 with borrowings under our Unsecured Credit Facility. The maturity date of the remaining $46.9 of unsecured notes was extended to 2026-2029. Through February 28, 2014 we have also repaid $161.1 million of mortgage loans scheduled to mature in 2015 and a $175.5 million mortgage loan scheduled to mature in 2017 primarily with borrowings under our Unsecured Credit Facility.

In addition to the Unsecured Credit Facility, we had the following 2013 debt transaction:
We refinanced $42.0 million of mortgage loans with the proceeds of a $57.0 million mortgage loan. The $57.0 million mortgage loan, which closed on February 27, 2013, is secured by three shopping centers, bears interest at a rate equal to LIBOR plus a spread of 350 basis points, requires interest payments monthly and matures on March 1, 2016, subject to two extension options which allow us to extend the maturity date through March 1, 2018 provided that certain financial conditions are satisfied.
Contractual Obligations
Our contractual debt obligations relate to our notes payable, mortgages and secured loans and financing liabilities with maturities ranging from one year to 18 years, and non-cancelable operating leases pertaining to our shopping centers.
The following table summarizes our debt maturities (excluding options and fair market debt adjustments) and obligations under non-cancelable operating leases as of December 31, 2013.
 
Contractual Obligations
 
Payment due by period
(in thousands)
 
Total 
 
 
Less than
1 year
 
 
1-3 years 
 
 
3-5 years 
 
 
more than
5 years 
 
Debt (1)
 
$
5,901,978

 
327,553

 
2,315,474

 
2,168,825

 
1,090,126

Interest payments (2)
 
1,128,401

 
287,850

 
451,225

 
227,880

 
161,446

Financing liabilities
 
172,690

 
891

 
132,917

 
2,199

 
36,683

Operating leases
 
134,201

 
8,616

 
16,712

 
15,274

 
93,599

 
 
 
 
 
 
 
 
 
 
 
Total
 
$
7,337,270

 
$
624,910

 
$
2,916,328

 
$
2,414,178

 
$
1,381,854

 
 
 
 
 
 
 
 
 
 
 
(1)
Debt includes scheduled amortization and scheduled maturities for mortgages and secured loans, credit facilities and notes payable. Maturities for 1-3 years include the first dates that note holders can require us to redeem all or a portion of the notes pursuant to these put repurchase rights.
(2)
We incur interest on $483.6 million of mortgages using the 30-day LIBOR rate (which was 0.17% as of December 31, 2013, subject to certain rate floor requirements up to 75 basis points), plus interest spreads ranging from 300 basis points to 375 basis points. Also, we incur interest on $120.1 million of debt related to the Revolving Facility. The margin associated with Revolving Facility borrowings is based on a total leverage based grid and ranges from 0.40% to 1.00%, for base rate loans, and 1.40% to 2.00%, for LIBOR rate loans.
As of December 31, 2013, we had $353.6 million of notes payable outstanding, excluding the impact of unamortized premiums, with a weighted average interest rate of 6.03%. The agreements related to these notes payable contain certain covenants, including the maintenance of certain financial coverage ratios. As of December 31, 2013, we were in compliance with the covenants.
The holders of the notes issued under our 1995 indenture have a put right that requires us to repurchase notes tendered by holders (but does not require such holders to tender their notes) for an amount equal to the principal amount plus accrued and unpaid interest on January 15, 2014. As of December 31, 2013, there was $104.6 million aggregate principal amount of notes outstanding under the 1995 indenture. In January 2014, $57.7 million of the outstanding notes were tendered by holders and repurchased by us.

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Funds From Operations
FFO is calculated as the sum of net income (loss) in accordance with generally accepted accounting principles in the United States of America ("GAAP") excluding (i) gain (loss) on disposition of operating properties, and (ii) extraordinary items, plus (iii) depreciation and amortization of operating properties, (iv) impairment of operating properties and real estate equity investments, and (v) after adjustments for joint ventures calculated to reflect funds from operations on the same basis.

FFO as adjusted represents FFO excluding certain transactional income and expenses, impairments of land parcels and non-operating gains which management believes are not reflective of results within the operating real estate portfolio.

FFO is a supplemental, non-GAAP financial measure utilized to evaluate the operating performance of real estate companies. It is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs. We present FFO as adjusted as an additional supplemental measure as it is more reflective of core operating performance. FFO as adjusted provides securities analysts, investors and other interested parties an additional measure in comparing our performance across reporting periods on a consistent basis by excluding items that are not indicative of core operating performance.

FFO and FFO as adjusted should not be considered as alternatives to net income (determined in accordance with GAAP) as indicators of financial performance and are not alternatives to cash flow from operating activities (determined in accordance with GAAP) as a measure of liquidity. Non-GAAP financial measures have limitations as they do not include all items of income and expense that affect operations, and accordingly, should always be considered as supplemental to financial results presented in accordance with GAAP. Computation of FFO and FFO as adjusted may differ in certain respects from the methodology utilized by other REITS and, therefore, may not be comparable to such other REITS. Investors are cautioned that items excluded from FFO and FFO as adjusted are significant components in understanding and addressing financial performance.































- 65 -



Our reconciliation of net loss to FFO and FFO as adjusted for 2013 and 2012 is as follows (in thousands):  

 
Twelve Months Ended December 31, 
 
 
2013 
 
 
2012 
 
Net loss
$
(118,883
)
 
$
(160,713
)
Gain on disposition of operating properties
(3,392
)
 
(5,369
)
Loss on disposition of unconsolidated joint venture operating properties

 
(24
)
Depreciation and amortization-real estate related-continuing operations
445,915

 
499,478

Depreciation and amortization-real estate related-discontinued operations
2,319

 
8,204

Depreciation and amortization-unconsolidated joint ventures
180

 
817

Impairment of operating properties
43,582

 
13,599

Impairment of unconsolidated joint ventures

 
314

Net loss attributable to non-controlling interests not convertible into common stock
(4,806
)
 
(1,306
)
 
 
 
 
FFO
$
364,915

 
$
355,000

 
 
 
 
Gains from land sales and acquisition of joint venture interest
(2,223
)
 
(501
)
Impairment of land parcels
3,071

 

Acquisition-related costs

 
541

 
 
 
 
Total adjustments
848

 
40

 
 
 
 
FFO as adjusted
$
365,763

 
$
355,040

 
 
 
 
 
 
 
 
FFO per common share/unit - diluted
$
1.45

 
$
1.47

FFO as adjusted per common share/unit - diluted
$
1.45

 
$
1.47

Weighted average shares/units outstanding - diluted
252,009

 
240,905

 
EBITDA and Adjusted EBITDA

Earnings before interest, tax depreciation and amortization ("EBITDA") is calculated as the sum of net income (loss) in accordance with GAAP before interest expense, income taxes, depreciation and amortization.

Adjusted EBITDA represents EBITDA as adjusted for (i) acquisition related costs, (ii) gain (loss) on disposition of operating properties, (iii) impairment of real estate assets and real estate equity investments, and (iv) gain (loss) on disposition of unconsolidated joint ventures.

EBITDA and Adjusted EBITDA are supplemental, non-GAAP financial measures utilized in various financial ratios and are helpful to securities analysts, investors and other interested parties in the evaluation of REITS, as a measure of our operational performance because EBITDA and Adjusted EBITDA exclude various items that do not relate to or are not indicative of its operating performance. In addition, it includes the results of operations of real estate properties that have been sold or classified as real estate held for sale at the end of the reporting period.   Accordingly, the use of EBITDA and Adjusted EBITDA in various ratios provides a meaningful performance measure as it relates to its ability to meet various coverage tests for the stated period.

EBITDA and Adjusted EBITDA should not be considered as alternatives to net income (determined in accordance with GAAP) as indicators of financial performance and are not alternatives to cash flow from operating activities (determined in accordance with GAAP) as a measure of liquidity. Non-GAAP financial measures have limitations as

- 66 -



they do not include all items of income and expense that affect operations, and accordingly, should always be considered as supplemental to financial results presented in accordance with GAAP. Computation of EBITDA and Adjusted EBITDA may differ in certain respects from the methodology utilized by other REITS and, therefore, may not be comparable to such other REITS. Investors are cautioned that items excluded from EBITDA and Adjusted EBITDA are significant components in understanding and addressing financial performance.

The following table provides a reconciliation of EBITDA and Adjusted EBITDA to net loss (dollars in thousands):
 
Twelve Months Ended December 31,  
 
2013 
 
 
2012 
 
Net loss
$
(118,883
)
 
$
(160,713
)
Interest expense-continuing operations
347,996

 
383,715

Interest expense-discontinued operations
1,879

 
3,628

Interest expense-unconsolidated joint ventures
651

 
1,589

Federal and state taxes
2,851

 
2,172

Depreciation and amortization-continuing operations
447,915

 
502,231

Depreciation and amortization-discontinued
 operations
2,319

 
8,203

Depreciation and amortization-unconsolidated joint ventures
180

 
817

 
 
 
 
EBITDA
$
684,908

 
$
741,642

 
 
 
 
Acquisition-related costs

 
541

Gain on disposition of operating properties
(3,392
)
 
(5,369
)
Gains from development/land sales
(2,223
)
 
(501
)
Gain on disposition of joint venture operating properties

 
(24
)
Impairments of operating properties
23,534

 

Impairments of real estate held for sale
23,119

 
13,599

Impairments of real estate joint ventures

 
314

 
 
 
 
Total adjustments
41,038

 
8,560

 
 
 
 
Adjusted EBITDA
$
725,946

 
$
750,202

 
 
 
 

Same Property Net Operating Income

Same Property NOI is calculated (using properties owned as of the end of both reporting periods and for the entirety of both periods excluding the Non-Core Properties and excluding properties classified as discontinued operations), as rental income (minimum rent, percentage rents, tenant recoveries and other property income) less rental operating expenses (property operating expenses, real estate taxes and bad debt expense) of the properties owned by us. Same Property NOI excludes corporate level income (including transaction and other fees), lease termination income, straight-line rent and amortization of above-/below-market leases of the same property pool from the prior year reporting period to the current year reporting period.

Same Property NOI is a supplemental, non-GAAP financial measure utilized to evaluate the operating performance of real estate companies and is frequently used by securities analysts, investors and other interested parties in understanding business and operating results regarding the underlying economics of our business operations. It

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includes only the net operating income of properties owned for the full period presented, which eliminates disparities in net income due to the acquisition or disposition of properties during the period presented, and therefore, provides a more consistent metric for comparing the performance of properties. Management uses Same Property NOI to review operating results for comparative purposes with respect to previous periods or forecasts, and also to evaluate future prospects. Same Property NOI is not intended to be a performance measure that should be regarded as an alternative to, or more meaningful than, net income (determined in accordance with GAAP) or other GAAP financial measures. Non-GAAP financial measures have limitations as they do not include all items of income and expense that affect operations, and accordingly, should always be considered as supplemental to financial results presented in accordance with GAAP. Computation of Same Property NOI may differ in certain respects from the methodology utilized by other REITS and, therefore, may not be comparable to such other REITS.

The following table provides a reconciliation of net loss attributable to Brixmor Property Group Inc. to Same Property NOI for the periods presented (dollars in thousands):
 
Twelve Months Ended December 31,
 
2013
 
2012
Net loss attributable to Brixmor Property Group Inc.
(93,534
)
 
(122,567
)
Adjustments:
 
 
 
Revenue adjustments (1)
(76,658
)
 
(67,303
)
Depreciation and amortization
447,915

 
502,231

Impairment of real estate assets
23,534

 

Impairment of investment in unconsolidated joint venture

 
314

Acquisition related costs

 
541

General and administrative
121,093

 
88,843

Other expense
376,567

 
382,579

Equity in income of unconsolidated joint ventures
(1,167
)
 
(687
)
Pro rata share of Same Property NOI of unconsolidated joint ventures
1,043

 
844

Income from discontinued operations
18,055

 
9,114

Net income attributable to non-controlling interests
(25,349
)
 
(38,146
)
     Non-same store NOI
(24,815
)
 
(18,383
)
Same property NOI
$
766,684

 
$
737,380


(1) Revenue adjustments consist primarily of lease settlement income, straight-line rent and amortization of above and below market
leases.

In accordance with Accounting Standards Codification 360-10, Impairment and Disposal of Long-Lived Assets, the results of operations of properties that have been disposed of (by sale, by abandonment, or in a distribution to owners) or classified as held for sale must be classified as discontinued operations and segregated in our Consolidated Statements of Operations and Comprehensive Loss. Therefore, results of operations from prior periods have been restated to reflect the current pool of assets disposed of or held for sale.
 
Our Critical Accounting Policies
Our discussion and analysis of the historical financial condition and results of operations is based upon our Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Actual results could ultimately differ from those estimates. For a discussion of recently-issued and adopted accounting standards, see Note 1 to financial statements contained elsewhere in this annual report on Form 10-K.

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Revenue Recognition and Receivables
Rental revenue is recognized on a straight-line basis over the terms of the related leases. The cumulative difference between rental revenue recognized in the Statements of Operations and contractual payment terms is recorded as deferred rent and presented on the accompanying Consolidated Balance Sheets within Receivables, net.
We commence recognizing revenue based on an evaluation of a number of factors. In most cases, revenue recognition under a lease begins when the lessee takes possession of or controls the physical use of the leased asset. Generally, this occurs on the lease commencement date.
The determination of who is the owner, for accounting purposes, of tenant improvements (where provided) determines the nature of the leased asset and when revenue recognition under a lease begins. If we are the owner, for accounting purposes, of the tenant improvements, then the leased asset is the finished space and revenue recognition begins when the lessee takes possession of the finished space, typically when the improvements are substantially complete.
If we conclude we are not the owner, for accounting purposes, of the tenant improvements (the lessee is the owner), then the leased asset is the unimproved space and any tenant improvement allowances funded under a lease are accounted for as lease incentives which are amortized as a reduction of revenue recognized over the term of the lease. In these circumstances, we commence revenue recognition when the lessee takes possession of the unimproved space for the lessee to construct their own improvements. In making this assessment, we consider a number of factors, each of which individually is not determinative.
Certain leases also provide for percentage rents based upon the level of sales achieved by a lessee. These percentage rents are recognized upon the achievement of certain pre-determined sales levels. Leases also typically provide for reimbursement of common area maintenance, property taxes and other operating expenses by the lessee which are recognized in the period during which the applicable expenditures are incurred.
Gains from the sale of depreciated operating properties are generally recognized under the full accrual method, provided that various criteria relating to the terms of the sale and subsequent involvement by us with the applicable property are met.
We periodically evaluate the collectability of our receivables related to base rents, straight-line rent, expense reimbursements and those attributable to other revenue generating activities. We analyze our receivables and historical bad debt levels, tenant credit-worthiness and current economic trends when evaluating the adequacy of our allowance for doubtful accounts. In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims.
Real Estate
Real estate assets are recorded in the Consolidated Balance Sheets at historical cost, less accumulated depreciation and amortization. Upon acquisition of real estate operating properties, management estimates the
fair value of acquired tangible assets (consisting of land, buildings, and tenant improvements), identifiable intangible assets and liabilities (consisting of above and below-market leases, in-place leases and tenant relationships), and assumed debt based on an evaluation of available information. Using these estimates, the estimated fair value is allocated to the acquired assets and assumed liabilities.
The fair values of tangible assets are determined as if the acquired property is vacant. Fair value is determined using an exit price approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. If, up to one year from the acquisition date, information regarding the fair value of the assets acquired and liabilities assumed is received and estimates are refined, appropriate adjustments are made to the purchase price allocation on a retrospective basis. We expense transaction costs associated with business combinations in the period incurred.
In allocating the fair value to identifiable intangible assets and liabilities of an acquired operating property, the value of above-market and below-market leases is estimated based on the present value (using an interest rate reflecting the risks associated with leases acquired) of the difference between: (i) the contractual amounts to be paid pursuant to the leases negotiated and in-place at the time of acquisition and (ii) management’s estimate of fair market lease rates for the property or an equivalent property, measured over a period equal to the remaining non-cancelable term of the lease. The capitalized above-market or below-market intangible is amortized as a reduction of, or increase to,

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rental income over the remaining non-cancelable term of each lease, which includes renewal periods with fixed rental terms that are considered to be below-market.
In determining the value of in-place leases and tenant relationships, management evaluates the specific characteristics of each lease and our overall relationship with each tenant. Factors considered include, but are not limited to: the nature of the existing relationship with a tenant, the credit risk associated with a tenant, expectations surrounding lease renewals, estimated carrying costs of a property during a hypothetical expected lease-up period, current market conditions and costs to execute similar leases. Management also considers information obtained about a property in connection with its pre-acquisition due diligence. Estimated carrying costs include: real estate taxes, insurance, other property operating costs and estimates of lost rentals at market rates during the hypothetical lease-up periods. Costs to execute similar leases include: commissions and legal costs to the extent that such costs are not already incurred with a new lease that has been negotiated in connection with the purchase of a property. The value assigned to in-place leases is amortized to expense over the remaining term of each lease. The value assigned to tenant relationships is amortized over the initial terms of the leases.
Certain real estate assets are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:
 
 
 
Building and building and land improvements
20 - 40 years
Furniture, fixtures, and equipment
5 - 10 years
Tenant improvements
The shorter of the term of the related lease or useful life
We capitalize costs incurred in the redevelopment and major betterment of our properties. Capitalized costs may include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes and direct employee costs incurred during the redevelopment period. Additionally, we capitalized "soft costs" related to redevelopment projects such as costs for professional services, including architects, engineers and surveyors; however, such amounts are an immaterial portion of total redevelopment costs. Properties undergoing redevelopment projects are carried at cost, and depreciation begins when the asset is placed in service. Once a redevelopment project is substantially completed and held available for occupancy, costs are no longer capitalized. Costs for ordinary repairs and maintenance activities are expensed as incurred. We also capitalize compensation costs and general and administrative costs related to employees directly involved in construction and redevelopment activities. These costs include payroll, payroll taxes, employee benefit costs, and travel and entertainment costs. For 2013 and 2012, we capitalized approximately $4.9 million and $5.6 million, respectively, of such costs.
When a real estate asset is identified by management as held-for-sale, we discontinue depreciating the asset and estimates its sales price, net of estimated selling costs. If, based on management’s judgment, the estimated net sales price of an asset is less than its net carrying value, an adjustment is recorded to reflect the estimated fair value. Additionally, the real estate asset and related operations are classified as discontinued operations and separately presented within the Statements of Operations and within Other assets on the Consolidated Balance Sheets. Properties classified as real estate held-for-sale generally represent properties that are under contract for sale and are expected to close within 12 months.
 On a periodic basis, management assesses whether there are indicators that the value of our real estate assets (including any related intangible assets or liabilities) may be impaired.
If an indicator is identified, a real estate asset is considered impaired only if management’s estimate of current and projected operating cash flows (undiscounted and unleveraged), taking into account the anticipated and probability weighted holding period, are less than a real estate asset’s carrying value. Various factors are considered in the estimation process, including expected future operating income, trends and prospects and the effects of demand, competition, and other economic factors. If management determines that the carrying value of a real estate asset is impaired, a loss will be recorded for the excess of its carrying amount over its fair value.
In situations in which a lease or leases associated with a significant tenant have been, or are expected to be, terminated early, we evaluate the remaining useful lives of depreciable or amortizable assets in the asset group related to the lease that will be terminated (i.e., tenant improvements, above- and below-market lease intangibles, in-

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place lease value and leasing commissions). Based upon consideration of the facts and circumstances surrounding the termination, we may write-off or accelerate the depreciation and amortization associated with the asset group. Such write-offs are included within Depreciation and amortization in the Statements of Operations.

Stock Based Compensation
In 2011 and 2013 prior to the IPO, certain employees of the Company were granted long-term incentive awards which provide them with equity interests as an incentive to remain in the Company’s service and align executives’ interests with those of the Company’s equity holders. The awards were granted by two of the Company’s current equity holders, BRE Retail Holdco L.P. and Holdco II (the “Partnerships”), in the form of Class B Units in each of the Partnerships. The awards were granted with service conditions and performance and market conditions.
In connection with the IPO the Company’s Board of Directors approved the 2013 Omnibus Incentive Plan (the “Plan”). The Plan provides for a maximum of 15,000,000 shares of the Company’s common stock to be issued for qualified and non-qualified options, stock appreciation rights, restricted stock and restricted stock units, OP Units in the Company’s Operating Partnership, performance awards and other stock-based awards.

The Company accounts for equity awards in accordance with the FASB’s Stock Compensation guidance which requires that all share based payments to employees and non-employee directors be recognized in the statement of operations over the service period based on their fair value. Fair value is determined based on the type of award using either the grant date market price of the Company’s stock, the Black-Scholes-Merton option-pricing model or a Monte Carlo simulation, model. Share-based compensation expense is included in General and administrative in the Company's Condensed Consolidated Statements of Operations.

Inflation
The majority of leases contain provisions designed to mitigate the adverse impact of inflation. Such provisions contain clauses enabling us to receive percentage rents, which generally increase as prices rise but may be adversely impacted by tenant sales decreases, and/or escalation clauses which are typically related to increases in the consumer price index or similar inflation indices. In addition, we believe that many of our existing lease rates are below current market levels for comparable space and that upon renewal or re-rental such rates may be increased to be consistent with, or closer to, current market rates. This belief is based upon an analysis of relevant market conditions, including a comparison of comparable market rental rates, and upon the fact that many of our leases have been in place for a number of years and may not contain escalation clauses sufficient to match the increase in market rental rates over such time. Most of our leases require the tenant to pay its share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation. In addition, we periodically evaluate our exposure to interest rate fluctuations, and may enter into interest rate protection agreements which mitigate, but do not eliminate, the effect of changes in interest rates on our floating rate loans.

In the normal course of business we also face risks that are either non-financial or non-qualitative. Such risks principally include credit risks and legal risks. For a discussion of other factors which may adversely affect our liquidity and capital resources, please see the section titled “Risk Factors”.

Off-Balance Sheet Arrangements

We had no material off-balance sheet arrangements as of December 31, 2013.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We may be exposed to interest rate changes primarily as a result of long-term debt used to maintain liquidity and fund capital expenditures and expansion of our real estate investment portfolio and operations. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. To achieve our objectives we borrow primarily at fixed rates or variable rates with the lowest margins available.
With regard to variable rate financing, we assess interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. We maintain risk management control systems to monitor interest rate cash

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flow risk attributable to both our outstanding or forecasted debt obligations as well as our potential offsetting hedge positions. The risk management control systems involve the use of analytical techniques, including cash flow sensitivity analysis, to estimate the expected impact of changes in interest rates on our future cash flows.

We may use additional derivative financial instruments to hedge exposures to changes in interest rates on loans secured by our properties or unsecured debt obligations. To the extent we do we are exposed to market and credit risk. Market risk is the adverse effect on the value of the financial instrument that result a change in interest rates. The market risk associated with interest-rate contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value derivative contract is positive, the counterparty owes us, which creates credit risk to us. We will minimize the credit risk in derivative instruments by entering into transactions with high-quality counterparties.

As of December 31, 2013, we had $1.6 billion of outstanding floating rate borrowings under the Unsecured Credit Facility and $483.6 million of outstanding floating rate mortgages. $1.5 billion of borrowings under the Unsecured Credit Facility are subject to interest rate swap agreements, which effectively convert the interest rate on the borrowings from floating to fixed. All floating rate mortgages are subject to interest rate cap agreements, which effectively limit the interest rate risk. During the twelve months ended December 31, 2013, no payment was received from the respective counterparties to the interest rate cap agreements.

As of December 31, 2013, our variable rate debt consisted primarily of the Unsecured Credit Facility, which is comprised of the Term Loan Facility and the Revolving Facility, which bore interest at a rate equal to LIBOR plus an interest spread of 160 basis points, and variable rate mortgage loans, which bore interest at a rate equal to LIBOR (subject to certain floor rates ranging from up to 75 basis points) plus interest spreads ranging from 300 basis points to 375 basis points.

If market rates of interest on our variable rate debt increased by 1%, the increase in annual interest expense on our variable rate debt would decrease future earnings and cash flows by approximately $3.6 million (this includes the impact of the $1.5 billion of interest rate swap agreements and the $1.1 billion of interest rate cap agreements). If market rates of interest on our variable rate debt decreased by 1%, the decrease in annual interest expense on our variable rate debt would increase future earnings and cash flows by approximately $0.5 million (this includes the impact of the $1.5 billion of interest rate swap agreements and the $1.1 billion of interest rate cap agreements). As of December 31, 2013, LIBOR was 0.17%. Even if LIBOR were 0%, certain of our variable debt would still be subject to certain floor rates ranging from up to 75 basis points plus interest spreads ranging from 300 basis points to 375 basis points. Accordingly, the decrease in LIBOR with respect to these debt instruments would have a nominal effect on future earnings and cash flows. This assumes that the amount outstanding under our variable rate debt remains at approximately $2.1 billion, the balance as of December 31, 2013. The foregoing assumes that our total debt outstanding remains at approximately $5.9 billion, the balance as of December 31, 2013.

Item 8.    Financial Statements and Supplementary Data
See the Index to Combined Consolidated Financial Statements and financial statements commencing on page F-1.

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.


ITEM 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as

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appropriate, to allow timely decisions regarding required disclosures. Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the design and operation of our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.
This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 2013 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (“ITRSHRA”), which added Section 13(r) of the Exchange Act, we hereby incorporate by reference herein Exhibit 99.1 of this report, which includes disclosures publicly filed and/or provided to Blackstone by Travelport Limited, which may be considered our affiliate.


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PART III

Item 10.    Directors, Executive Officers, and Corporate Governance
The information required by Item 10 will be included in the sections captioned “Proposal No. 1-Election of Directors,” “The Board of Directors and Certain Governance Matters-Executive Officers of the Company,” “The Board of Directors and Certain Governance Matters-Code of Business Conduct and Ethics and Code of Conduct for Senior Financial Officers,” “The Board of Directors and Certain Governance Matters-Committee Membership-Audit Committee” and “Section 16(a) Beneficial Ownership Reporting Compliance” included in the definitive proxy statement relating to the 2014 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on June 12, 2014 and is incorporated herein by reference. Brixmor Property Group Inc. will file such definitive proxy statement with the SEC pursuant to Regulation 14A not later than 120 days after the end of the Company’s 2013 fiscal year covered by this Form 10-K.
Item 11. Executive Compensation
 
The information required by Item 11 will be included in the sections captioned “Compensation of Our Officers and Directors,” “Report of the Compensation Committee” and “Compensation Committee Interlocks and Insider Participation” included in the definitive proxy statement relating to the 2014 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on June 12, 2014 and is incorporated herein by reference. Brixmor Property Group Inc. will file such definitive proxy statement with the SEC pursuant to Regulation 14A not later than 120 days after the end of the Company’s 2013 fiscal year covered by this Form 10-K.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 12 will be included in the sections captioned “Equity Compensation Plan Information” and “Ownership of Securities” included in the definitive proxy statement relating to the 2014 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on June 12, 2014 and is incorporated herein by reference. Brixmor Property Group Inc. will file such definitive proxy statement with the SEC pursuant to Regulation 14A not later than 120 days after the end of the Company’s 2013 fiscal year covered by this Form 10-K.
Item 13.    Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 will be included in the sections captioned “Transactions with Related Persons” and “The Board of Directors and Certain Governance Matters - Director Independence and Independence Determinations” included in the definitive proxy statement relating to the 2014 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on June 12, 2014 and is incorporated herein by reference. Brixmor Property Group Inc. will file such definitive proxy statement with the SEC pursuant to Regulation 14A not later than 120 days after the end of the Company’s 2013 fiscal year covered by this Form 10-K.
Item 14.    Principal Accounting Fees and Services
The information required by Item 14 will be included in the section captioned “Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm - Audit and Non-Audit Fees” included in the definitive proxy statement relating to the 2014 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on June 12, 2014 and is incorporated herein by reference. Brixmor Property Group Inc. will file such definitive proxy statement with the SEC pursuant to Regulation 14A not later than 120 days after the end of the Company’s 2013 fiscal year covered by this Form 10-K.

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PART IV

Item 15.    Exhibits, Financial Statement Schedules
(a) Documents filed as part of this report
 
 
Form 10-K Page
1. Financial Statements.
 
 
 
 
 
Report of Independent Registered Public Accounting Firm
 
 
 
 
Consolidated Balance Sheets as of December 31, 2013 and 2012
 
 
 
 
Combined Consolidated Statements of Operations for the years ended December 31, 2013 and 2012, the period from June 28, 2011 through December 31, 2011 and the period from January 1, 2011 through June 27, 2011
 
 
 
 
Combined Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2013 and 2012, the period from June 28, 2011 through December 31, 2011 and the period from January 1, 2011 through June 27, 2011
 
 
 
 
Combined Consolidated Statement of Changes in Equity for the years ended December 31, 2013 and 2012
 
 
 
 
Combined Consolidated Statements of Cash Flows for the years ended December 31, 2013 and 2012, the period from June 28, 2011 through December 31, 2011 and the period from January 1, 2011 through June 27, 2011
 
 
 
 
Notes to Combined Consolidated Financial Statements
 
 
 
2. Financial Statement Schedules.
 
 
 
 
 
Schedule II - Valuation and Qualifying Accounts
 
 
 
 
Schedule III - Real Estate and Accumulated Depreciation
3.    Exhibits.
(b)    Exhibits. The following documents are filed as exhibits to this report:
 
 
 
 
Incorporated by Reference
 
 
 
 
Exhibit
Number
 
Exhibit Description
 
Form
 
File No.
 
Date of
Filing
 
Exhibit
Number
 
Filed
Herewith
3.1
 
Articles of Incorporation of Brixmor Property Group Inc., dated as of November 4, 2013
 
8-K
 
001-36160
 
11/4/2013
 
3.1
 
 
3.2
 
Bylaws of Brixmor Property Group Inc., dated as of November 4, 2013
 
8-K
 
001-36160
 
11/4/2013
 
3.2
 
 
4.1
 
Indenture, dated as of March 29, 1995, between New Plan Realty Trust and The First National Bank of Boston, as Trustee (the “1995 Indenture”)
 
S-3
 
33-61383
 
7/28/1995
 
4.2
 
 
4.2
 
First Supplemental Indenture to the 1995 Indenture, dated as of August 5, 1999, by and among New Plan Realty Trust, New Plan Excel Realty Trust, Inc. and State Street Bank and Trust Company
 
10-Q
 
001-12244
 
11/12/1999
 
10.2
 
 

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Incorporated by Reference
 
 
 
 
Exhibit
Number
 
Exhibit Description
 
Form
 
File No.
 
Date of
Filing
 
Exhibit
Number
 
Filed
Herewith
4.3
 
Successor Supplemental Indenture to the 1995 Indenture, dated as of April 20, 2007, by and among Super IntermediateCo LLC and U.S. Bank Trust National Association
 
10-Q
 
001-12244
 
8/9/2007
 
4.2
 
 
4.4
 
Third Supplemental Indenture to the 1995 Indenture, dated as of October 30, 2009, by and among Centro NP LLC and U.S. Bank Trust National Association
 
S-11
 
333-190002
 
10/29/2013
 
4.4
 
 
4.5
 
 Indenture, dated as of February 3, 1999, among the New Plan Excel Realty Trust, Inc., as Primary Obligor, New Plan Realty Trust, as Guarantor, and State Street Bank and Trust Company, as Trustee (the “1999 Indenture”)
 
8-K
 
001-12244
 
2/3/1999
 
4.1
 
 
4.6
 
Form of Officers’ Certificate relating to the terms of the Company’s 3.75% Convertible Senior Notes due 2023
 
8-K
 
001-12244
 
5/19/2003
 
4.2
 
 
4.7
 
Supplemental Indenture to the 1999 Indenture, dated as of December 17, 2004, by and between New Plan Excel Realty Trust, Inc., as Primary Obligor, New Plan Realty Trust, as Guarantor, and U.S. Bank Trust National Association (as successor to State Street Bank and Trust Company)
 
8-K
 
001-12244
 
12/22/2004
 
4.1
 
 
4.8
 
Successor Supplemental Indenture to the 1999 Indenture, dated as of April 20, 2007, by and among Super IntermediateCo LLC and U.S. Bank Trust National Association
 
10-Q
 
001-12244
 
8/9/2007
 
4.3
 
 
4.9
 
Supplemental Indenture to the 1999 Indenture, dated as of May 4, 2007, by and between Centro NP LLC and U.S. Bank Trust National Association
 
10-Q
 
001-12244
 
8/9/2007
 
4.3
 
 
4.10
 
Indenture, dated as of January 30, 2004, by and between New Plan Excel Realty Trust, Inc. as Primary Obligor, and U.S. Bank Trust National Association, as Trustee (the “2004 Indenture”)
 
8-K
 
001-12244
 
2/5/2004
 
4.1
 
 
4.11
 
First Supplemental Indenture to the 2004 Indenture, dated as of September 19, 2006, between New Plan Excel Realty Trust and U.S. Bank Trust National Association, as trustee
 
8-K
 
001-12244
 
9/13/2006
 
4.1
 
 
4.12
 
Successor Supplemental Indenture to the 2004 Indenture, dated as of April 20, 2007, by and among Super IntermediateCo LLC and U.S. Bank Trust National Association
 
10-Q
 
001-12244
 
8/9/2007
 
4.3
 
 
4.13
 
Supplemental Indenture to the 2004 Indenture, dated as of May 4, 2007, by and between Centro NP LLC and U.S. Bank Trust National Association
 
10-Q
 
001-12244
 
8/9/2007
 
4.3
 
 
10.1
 
Amended and Restated Agreement of Limited Partnership of Brixmor Operating Partnership LP, dated as of October 29, 2013, by and between Brixmor OP GP LLC, as General Partner, BPG Subsidiary Inc., as Special Limited Partner, and the other limited partners from time to time party thereto
 
8-K
 
001-36160
 
11/4/2013
 
10.1
 
 
10.2
 
Amendment No. 1 to the Amended and Restated Limited Partnership Agreement of Brixmor Operating Partnership LP, dated as of October 29, 2013, by and between Brixmor OP GP LLC, as General Partner, and the limited partners from time to time party thereto
 
8-K
 
001-36160
 
11/4/2013
 
10.2
 
 
10.3
 
Separate Series Agreement, dated as of October 29, 2013, by and among BRE Non-Core Assets Inc., as a limited partner associated with Series A, Non-Core Series GP, LLC, as the general partner associated with Series A, and Brixmor OP GP LLC, as the general partner of the Partnership on behalf of Brixmor Operating Partnership LP
 
8-K
 
001-36160
 
11/4/2013
 
10.3
 
 

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Incorporated by Reference
 
 
 
 
Exhibit
Number
 
Exhibit Description
 
Form
 
File No.
 
Date of
Filing
 
Exhibit
Number
 
Filed
Herewith
10.4
 
Registration Rights Agreement, dated as of October 29, 2013, by and among the Company and the equity holders named therein
 
8-K
 
001-36160
 
11/4/2013
 
10.4
 
 
10.5
 
Stockholders’ Agreement, dated as of October 29, 2013, by and between the Company and BRE Retail Holdco L.P.
 
8-K
 
001-36160
 
11/4/2013
 
10.5
 
 
10.6*
 
Exchange Agreement, dated as of October 29, 2013, by and among the Company and the other holders of BPG Subsidiary Inc. common stock from time to time party thereto
 
8-K
 
001-36160
 
11/4/2013
 
10.6
 
 
10.7
 
Amended and Restated Certificate of Limited Partnership of Brixmor Operating Partnership LP
 
 
 
 
 
x
10.8
 
Form of Contribution Agreement
 
S-11
 
333-190002
 
10/29/2013
 
10.2
 
 
10.9
 
Non-Core Property Management Agreement, dated as of October 29, 2013
 
 
 
 
 
x
10.10
 
Revolving Credit and Term Loan Agreement, dated as of July 16, 2013, among Brixmor Operating Partnership LP. as borrower, JP Morgan Chase Bank, N.A., as administrative agent, Bank of America, N.A. and Wells Fargo Bank, National Association, as syndication agents, Barclays Bank PLC, Citibank, N.A., Deutsche Bank Securities Inc. and Royal Bank of Canada, as documentation agents and the other Lenders party thereto
 
S-11
 
333-190002
 
10/29/2013
 
10.6
 
 
10.11
 
Parent Guaranty, dated as of July 16, 2013, made by BPG Subsidiary Inc. and Brixmor OP GP LLC for the benefit of JP Morgan Chase Bank, N.A., as administrative agent
 
S-11
 
333-190002
 
10/29/2013
 
10.7
 
 
10.12
 
Loan Agreement, dated as of July 28, 2010, by and among Centro NP New Garden SC Owner, LLC, Centro NP Clark, LLC, Centro NP Hamilton Plaza Owner, LLC, Centro NP Holdings 11 SPE, LLC, Centro NP Holdings 12 SPE, LLC, Centro NP Atlantic Plaza, LLC, Centro NP 23rd Street Station Owner, LLC, Centro NP Coconut Creek Owner, LLC, Centro NP Seminole Plaza Owner, LLC, Centro NP Ventura Downs Owner, LLC, Centro NP Augusta West Plaza, LLC, Centro NP Banks Station, LLC, Centro NP Laurel Square Owner, LLC, Centro NP Middletown Plaza Owner, LLC, Centro NP Miracle Mile, LLC, Centro NP Ridgeview, LLC, Centro NP Surrey Square Mall, LLC, Centro NP Covington Gallery Owner, LLC, Centro NP Stone Mountain, LLC, Centro NP Greentree SC, LLC, Centro NP Arbor Faire Owner, LP, Centro NP Holdings 10 SPE, LLC, HK New Plan Festival Center (IL), LLC and JPMorgan Chase Bank, N.A., as lender
 
S-11
 
333-190002
 
10/29/2013
 
10.9
 
 
10.13
 
Guaranty, dated as of July 28, 2010, made by Centro NP LLC for the benefit of JPMorgan Chase Bank, N.A., as lender (regarding Loan Agreement with Centro NP New Garden SC Owner, LLC, et al.)
 
S-11
 
333-190002
 
10/29/2013
 
10.10
 
 
10.14
 
Senior Mezzanine Loan Agreement, dated as of July 28, 2010, by and among Centro NP New Garden Mezz 1, LLC, Centro NP Senior Mezz Holding, LLC and JPMorgan Chase Bank, N.A., as lender
 
S-11
 
333-190002
 
10/29/2013
 
10.11
 
 
10.15
 
Senior Mezzanine Guaranty, dated as of July 28, 2010, made by Centro NP LLC for the benefit of JPMorgan Chase Bank, N.A., as lender
 
S-11
 
333-190002
 
10/29/2013
 
10.12
 
 
10.16
 
Omnibus Amendment to the Mezzanine Loan Documents, dated as of September 1, 2010, by and among Centro NP New Garden Mezz 2, LLC, Centro NP Junior Mezz Holding, LLC and JPMorgan Chase Bank, N.A., as lender
 
S-11
 
333-190002
 
10/29/2013
 
10.13
 
 

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Incorporated by Reference
 
 
 
 
Exhibit
Number
 
Exhibit Description
 
Form
 
File No.
 
Date of
Filing
 
Exhibit
Number
 
Filed
Herewith
10.17
 
Loan Agreement, dated as of July 28, 2010, by and between Centro NP Roosevelt Mall Owner, LLC and JPMorgan Chase Bank, N.A., as lender
 
S-11
 
333-190002
 
10/29/2013
 
10.14
 
 
10.18
 
Guaranty, dated as of July 28, 2010, made by Centro NP LLC for the benefit of JPMorgan Chase Bank, N.A., as lender (regarding Loan Agreement with Centro NP Roosevelt Mall Owner, LLC)
 
S-11
 
333-190002
 
10/29/2013
 
10.15
 
 
10.19*
 
2013 Omnibus Incentive Plan
 
S-11
 
333-190002
 
10/29/2013
 
10.18
 
 
10.20*
 
Form of Director and Officer Indemnification Agreement
 
S-11
 
333-190002
 
10/29/2013
 
10.19
 
 
10.21*
 
Employment Agreement, dated November 1, 2011, between BPG Subsidiary Inc. and Michael A. Carroll
 
S-11
 
333-190002
 
10/29/2013
 
10.20
 
 
10.22*
 
Employment Agreement, dated June 24, 2013, between BPG Subsidiary Inc. and Michael V. Pappagallo
 
S-11
 
333-190002
 
10/29/2013
 
10.21
 
 
10.23*
 
Employment Agreement, dated November 1, 2011, between BPG Subsidiary Inc. and Timothy Bruce
 
S-11
 
333-190002
 
10/29/2013
 
10.22
 
 
10.24*
 
Employment Agreement, dated November 1, 2011, between BPG Subsidiary Inc. and Steven F. Siegel
 
S-11
 
333-190002
 
10/29/2013
 
10.23
 
 
10.25*
 
Employment Agreement, dated November 1, 2011, between BPG Subsidiary Inc. and Dean Bernstein
 
S-11
 
333-190002
 
10/29/2013
 
10.24
 
 
10.26*
 
Employment Agreement, dated November 1, 2011, between BPG Subsidiary Inc. and Tiffanie Fisher
 
S-11
 
333-190002
 
10/29/2013
 
10.25
 
 
10.27*
 
Form of Brixmor Property Group Inc. Restricted Stock Grant and Acknowledgment
 
S-11
 
333-190002
 
10/29/2013
 
10.26
 
 
10.28*
 
Form of BPG Subsidiary Inc. Restricted Stock Grant and Acknowledgment
 
S-11
 
333-190002
 
10/29/2013
 
10.27
 
 
10.29*
 
Separation Agreement, dated as of September 4, 2013, between Brixmor Property Group Inc. and Tiffanie Fisher
 
S-11
 
333-190002
 
10/29/2013
 
10.28
 
 
10.30
 
Form of Director Restricted Stock Award Agreement
 
S-11
 
333-190002
 
10/29/2013
 
10.30
 
 
21.1
 
Subsidiaries of the Registrant
 
 
 
 
 
x
23.1
 
Consent of Ernst & Young LLP
 
 
 
 
 
x
31.1
 
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
 
 
x
31.2
 
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
 
 
x
32.1
 
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
 
 
x
32.2
 
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
 
 
x
99.1
 
Section 13(r) Disclosure
 
 
 
 
 
x
101.INS
 
XBRL Instance Document
 
 
 
 
 
x
101.SCH
 
XBRL Taxonomy Extension Schema Document
 
 
 
 
 
x
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
 
 
x
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
 
 
 
 
 
x
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
 
 
 
 
 
x

- 78 -



 
 
 
 
Incorporated by Reference
 
 
 
 
Exhibit
Number
 
Exhibit Description
 
Form
 
File No.
 
Date of
Filing
 
Exhibit
Number
 
Filed
Herewith
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 
 
 
x

* Indicates management contract or compensatory plan or arrangement.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

- 79 -



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BRIXMOR PROPERTY GROUP INC.

Dated: March 12, 2014                    By: /s/ Michael A. Carroll
Michael A. Carroll         
Chief Executive Officer
and Director
(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Dated: March 12, 2014                        By: /s/ Michael V. Pappagallo
Michael V. Pappagallo
President and Chief Financial Officer
(Principal Financial Officer)

Dated: March 12, 2014 By: /s/ Steven A. Splain
Steven A. Splain
Executive Vice President and
Chief Accounting Officer
(Principal Accounting Officer)

Dated: March 12, 2014                    By: /s/ John G. Schreiber
John G. Schreiber         
Chairman of the Board of Directors

Dated: March 12, 2014                    By: /s/ Michael Berman
Michael Berman
Director

Dated: March 12, 2014                    By: /s/ Anthony W. Deering
Anthony W. Deering
Director

Dated: March 12, 2014                    By: /s/ A.J. Agarwal
A.J. Agarwal
Director

Dated: March 12, 2014                    By: /s/ Jonathan D. Gray
Jonathan D. Gray
Director

Dated: March 12, 2014                    By: /s/ Nadeem Meghji
Nadeem Meghji
Director

Dated: March 12, 2014                    By: /s/ William D. Rahm
William D Rahm
Director

Dated: March 12, 2014                    By: /s/ William J. Stein
William J. Stein
Director

- 80 -



INDEX TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS
AND
FINANCIAL STATEMENT SCHEDULES

 
 
Form 10-K Page
1
COMBINED CONSOLIDATED STATEMENTS
 
 
 
 
 
Report of Independent Registered Public Accounting Firm
 
 
 
 
Consolidated Balance Sheets as of December 31, 2013 and 2012
 
 
 
 
Combined Consolidated Statements of Operations for the years ended December 31, 2013 and 2012, the period from June 28, 2011 through December 31, 2011 and the period from January 1, 2011 through June 27, 2011
 
 
 
 
Combined Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2013 and 2012, the period from June 28, 2011 through December 31, 2011 and the period from January 1, 2011 through June 27, 2011
 
 
 
 
Combined Consolidated Statement of Changes in Equity for the years ended December 31, 2013 and 2012
 
 
 
 
Combined Consolidated Statements of Cash Flows for the years ended December 31, 2013 and 2012, the period from June 28, 2011 through December 31, 2011 and the period from January 1, 2011 through June 27, 2011
 
 
 
 
Notes to Combined Consolidated Financial Statements
 
 
 
2
COMBINED CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
 
 
 
 
 
Schedule II - Valuation and Qualifying Accounts
 
 
 
 
Schedule III - Real Estate and Accumulated Depreciation
 
 
 
 
All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
 



- F-1 -



Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Brixmor Property Group Inc and Subsidiaries

We have audited the accompanying consolidated balance sheets of Brixmor Property Group Inc. and Subsidiaries (the "Company") as of December 31, 2013 and 2012, and the related combined consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows for each of the years ended December 31, 2013 and 2012 (Successor) and for the periods from June 28, 2011 through December 31, 2011 (Successor) and January 1, 2011 through June 27, 2011 (Predecessor). Our audits also included the financial statement schedules listed in the Index at Item 15. These financial statements and schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Brixmor Property Group Inc. and Subsidiaries at December 31, 2013 and 2012, and the combined consolidated results of its operations and its cash flows for each of the years ended December 31, 2013 and 2012 (Successor) and the periods from June 28, 2011 through December 31, 2011 (Successor) and January 1, 2011 through June 27, 2011 (Predecessor), in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.


/s/ Ernst & Young
New York, New York

Date: March 12, 2014



- F-2 -



BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share information)
 
Successor
 
December 31, 2013
 
December 31, 2012
Assets
 
 
 
Real estate
 
 
 
Land
$
2,055,802

 
$
1,915,667

Buildings and improvements
8,781,926

 
7,978,759

 
10,837,728

 
9,894,426

Accumulated depreciation and amortization
(1,190,170
)
 
(796,296
)
Real estate, net
9,647,558

 
9,098,130

 
 
 
 
Investments in and advances to unconsolidated joint ventures
9,205

 
16,038

Cash and cash equivalents
113,915

 
103,098

Restricted cash
75,457

 
90,160

Marketable securities
22,104

 
24,883

Receivables, net
178,505

 
156,944

Deferred charges and prepaid expenses, net
105,522

 
95,118

Other assets
19,650

 
19,358

Total assets
$
10,171,916

 
$
9,603,729

 
 
 
 
 
Liabilities
 
 
 
Debt obligations, net
$
5,981,289

 
$
6,499,356

Financing liabilities, net
175,111

 
174,440

Accounts payable, accrued expenses and other liabilities
709,529

 
632,112

Total liabilities
6,865,929

 
7,305,908

 
 
 
 
Redeemable non-controlling interests
21,467

 
21,467

 
 
 
 
Commitments and contingencies

 

 
 
 
 
Equity
 
 
 
Preferred stock, $0.01 par value; authorized 300,000,000 shares; 0 and 125 shares outstanding

 

Common stock, $0.01 par value; authorized 3,000,000,000 shares; 229,689,960 and 182,242,460 shares outstanding
2,297

 
1,822

Additional paid in capital
2,543,690

 
1,746,271

Accumulated other comprehensive loss
(6,812
)
 
(39
)
Distributions in excess of accumulated loss
(196,707
)
 
(26,559
)
Total stockholders' equity
2,342,468

 
1,721,495

Non-controlling interests
942,052

 
554,859

Total equity
3,284,520

 
2,276,354

Total liabilities and equity
$
10,171,916

 
$
9,603,729

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

F-3



BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
 
Successor (Consolidated)
 
Predecessor (Combined Consolidated)
 
 
Year Ended December 31,
 
Period from June 28, 2011 through December 31,
 
Period from January 1, 2011 through June 27,
 
 
2013
 
2012
 
2011
 
2011
 
Revenues
 
 
 
 
 
 
 
 
Rental income
$
908,854

 
$
874,325

 
$
440,961

 
$
424,325

 
Expense reimbursements
249,265

 
233,489

 
115,955

 
118,486

 
Other revenues
16,578

 
11,358

 
5,673

 
7,980

 
Total revenues
1,174,697

 
1,119,172

 
562,589

 
550,791

 
 


 
 
 
 
 
 
 
Operating expenses


 
 
 
 
 
 
 
Operating costs
121,262

 
123,503

 
61,776

 
66,869

 
Real estate taxes
174,634

 
161,681

 
80,445

 
79,175

 
Depreciation and amortization
447,915

 
502,231

 
292,648

 
173,543

 
Provision for doubtful accounts
11,687

 
11,766

 
8,955

 
11,182

 
Impairment of real estate assets
23,534

 

 

 

 
Acquisition related costs

 
541

 
41,362

 
5,647

 
General and administrative
121,093

 
88,843

 
50,437

 
57,434

 
Total operating expenses
900,125

 
888,565

 
535,623

 
393,850

 
 


 
 
 
 
 
 
 
Other income (expense)


 
 
 
 
 
 
 
Dividends and interest
832

 
1,138

 
641

 
815

 
Gain on bargain purchase

 

 
328,826

 

 
Interest expense
(347,996
)
 
(383,715
)
 
(203,090
)
 
(191,255
)
 
Gain on sales of real estate assets and acquisition of joint venture interest
2,223

 
501

 

 

 
Other
(31,626
)
 
(503
)
 
2,112

 
(3,728
)
 
Total other income (expense)
(376,567
)
 
(382,579
)
 
128,489

 
(194,168
)
 
 
 
 
 
 
 
 
 
 
Income (loss) before equity in income of unconsolidated joint ventures
(101,995
)
 
(151,972
)
 
155,455

 
(37,227
)
 
Equity in income (loss) of unconsolidated joint ventures
1,167

 
687

 
(160
)
 
(381
)
 
Impairment of investment in unconsolidated joint ventures

 
(314
)
 

 

 
Income (loss) from continuing operations
(100,828
)
 
(151,599
)
 
155,295

 
(37,608
)
 
 
 
 
 
 
 
 
 
 
Discontinued operations:
 
 
 
 
 
 
 
 
Income (loss) from discontinued operations
1,672

 
(884
)
 
(2,159
)
 
(875
)
 
Gain on disposition of operating properties
3,392

 
5,369

 

 

 
Impairment on real estate held for sale
(23,119
)
 
(13,599
)
 

 
(8,608
)
 
Loss from discontinued operations
(18,055
)
 
(9,114
)
 
(2,159
)
 
(9,483
)
 
 
 
 
 
 
 
 
 
 
Net income (loss)
(118,883
)
 
(160,713
)
 
153,136

 
(47,091
)
 
 
 
 
 
 
 
 
 
 
Non-controlling interests
 
 
 
 
 
 
 
 
Net (income) loss attributable to non-controlling interests
25,349

 
38,146

 
(37,785
)
 
(752
)
 
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to Brixmor Property Group Inc.
(93,534
)
 
(122,567
)
 
115,351

 
(47,843
)
 
 
 
 
 
 
 
 
 
 
Preferred stock dividends
(162
)
 
(296
)
 
(137
)
 

 
Net income (loss) attributable to common stockholders
$
(93,696
)
 
$
(122,863
)
 
$
115,214

 
$
(47,843
)
 
Per common share
 
 
 
 
 
 
 
 
Income (loss) from continuing operations
 
 
 
 
 
 
 
 
-Basic
$
(0.42
)
 
$
(0.64
)
 
$
0.65

 
 
 
-Diluted
$
(0.42
)
 
$
(0.64
)
 
$
0.65

 
 
 
Net income (loss) attributable to common stockholders


 
 
 
 
 
 
 
-Basic
$
(0.50
)
 
$
(0.68
)
 
$
0.64

 
 
 
-Diluted
$
(0.50
)
 
$
(0.68
)
 
$
0.64

 
 
 
Weighted average common outstanding shares


 
 
 
 
 
 
 
outstanding- basic and diluted: (1)
188,993

 
180,675

 
180,675

 
 
 
(1) Excluded convertible OP Units, convertible BPG subsidiary shares and unvested restricted stock awards as their impact would either have no effect on the per share amounts or would be anti-dilutive.
The accompanying notes are an integral part of these consolidated financial statements.

- F-4 -



BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
COMBINED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)

 
Successor
(Consolidated)
 
Predecessor (Combined Consolidated)
 
 
Year Ended December 31,
 
Period from June 28 through December 31
 
Period from January 1 through June 27
 
 
2013
 
2012
 
2011
 
2011
 
Net income (loss)
(118,883
)
 
(160,713
)
 
153,136

 
(47,091
)
 
Other comprehensive income (loss)

 
 
 
 
 
 
 
 Change in unrealized loss on interest rate hedges
(6,795
)
 

 

 

 
Change in unrealized income (loss) on marketable securities
22

 
(83
)
 
44

 
20

 
 
 
 
 
 
 
 
 
 
Comprehensive income (loss)
(125,656
)
 
(160,796
)
 
153,180

 
(47,071
)
 
 
 
 
 
 
 
 
 
 
Comprehensive income (loss) attributable to non-controlling interests
25,349

 
38,146

 
(37,785
)
 
(752
)
 
 
 
 
 
 
 
 
 
 
Comprehensive income (loss) attributable to the Company
$
(100,307
)
 
$
(122,650
)
 
$
115,395

 
$
(47,823
)
 

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


- F-5 -



BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
COMBINED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(in thousands)
Predecessor (Combined Consolidated)
For the Period January 1, 2011 through June 27, 2011
 
Preferred Stock
 
Common Stock
 
 
 
 
 
 
 
 
 
 
 
Number
 
Amount
 
Number
 
Amount
 
Additional Paid in Capital
 
Accumulated
Other
Comprehensive
Loss
 
Distributions in Excess of Accumulated Loss
 
Non-controlling Interests
 
Total
Beginning balance, January 1, 2011

 
$

 

 
$

 
$
1,956,471

 
$
(5
)
 
$

 
$
1,352

 
$
1,957,818

Contributions

 

 

 

 
4,377

 

 

 

 
4,377

Distributions

 

 

 

 
(36,725
)
 

 

 

 
(36,725
)
Other reclassification adjustment

 

 

 

 
2

 

 

 

 
2

Unrealized gain on marketable securities

 

 

 

 

 
20

 

 

 
20

Non-controlling interest

 

 

 

 

 

 

 
(28
)
 
(28
)
Net (loss) income

 

 

 

 
(47,843
)
 

 

 
116

 
(47,727
)
Ending balance, June 27, 2011

 
$

 

 
$

 
$
1,876,282

 
$
15

 
$

 
$
1,440

 
$
1,877,737

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Successor (Consolidated)
For the Period June 28, 2011 through December 31, 2011
 
Preferred Stock
 
Common Stock
 
 
 
 
 
 
 
 
 
 
 
Number
 
Amount
 
Number
 
Amount
 
Additional Paid in Capital
 
Accumulated
Other
Comprehensive
Loss
 
Distributions in Excess of Accumulated Loss
 
Non-controlling Interests
 
Total
Beginning balance, June 28, 2011

 
$

 

 
$

 
$

 
$

 
$

 
$

 
$

Issuance of preferred stock

 

 

 

 
2,500

 

 

 

 
2,500

Issuance of common stock

 

 
182,242

 
1,822

 
1,738,105

 

 

 

 
1,739,927

Compensation expense relating to Class B Units

 

 

 

 
809

 

 

 
261

 
1,070

Unrealized gain on marketable securities

 

 

 

 

 
44

 

 

 
44

Preferred stock dividends

 

 

 

 

 

 
(137
)
 

 
(137
)
Issuance of non-controlling interests in subsidiary

 

 

 

 

 

 

 
561,549

 
561,549

Net income

 

 

 

 

 

 
115,351

 
37,126

 
152,477

Ending balance, December 31, 2011

 
$

 
182,242

 
$
1,822

 
$
1,741,414

 
$
44

 
$
115,214

 
$
598,936

 
$
2,457,430

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

- F-6 -



Successor (Consolidated)
For the Year Ended December 31, 2012
 
Preferred Stock
 
Common Stock
 
 
 
 
 
 
 
 
 
 
 
Number
 
Amount
 
Number
 
Amount
 
Additional Paid in Capital
 
Accumulated
Other
Comprehensive
Loss
 
Distributions in Excess of Accumulated Loss
 
Non-controlling Interests
 
Total
Beginning balance, January 1, 2012

 
$

 
182,242

 
$
1,822

 
$
1,741,414

 
$
44

 
$
115,214

 
$
598,936

 
$
2,457,430

Common stock dividends

 

 

 

 

 

 
(18,910
)
 

 
(18,910
)
Distributions to non-controlling interests

 

 

 

 

 

 

 
(6,203
)
 
(6,203
)
Compensations expense relating to Class B Units

 

 

 

 
4,857

 

 

 
1,563

 
6,420

Unrealized loss on marketable securities

 

 

 

 

 
(83
)
 

 

 
(83
)
Preferred stock dividends

 

 

 

 

 

 
(296
)
 

 
(296
)
Net Income

 

 

 

 

 

 
(122,567
)
 
(39,437
)
 
(162,004
)
Ending balance, December 31, 2012

 
$

 
182,242

 
$
1,822

 
$
1,746,271

 
$
(39
)
 
$
(26,559
)
 
$
554,859

 
$
2,276,354

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Successor (Consolidated)
For the Year Ended December 31, 2013
 
Preferred Stock
 
Common Stock
 
 
 
 
 
 
 
 
 
 
 
Number
 
Amount
 
Number
 
Amount
 
Additional Paid in Capital
 
Accumulated
Other
Comprehensive
Loss
 
Distributions in Excess of Accumulated Loss
 
Non-controlling Interests
 
Total
Beginning balance, January 1, 2013

 
$

 
182,242

 
$
1,822

 
$
1,746,271

 
$
(39
)
 
$
(26,559
)
 
$
554,859

 
$
2,276,354

Common stock dividends

 

 

 

 

 

 
(47,280
)
 

 
(47,280
)
Distributions to non-controlling interests

 

 

 

 

 

 

 
(25,219
)
 
(25,219
)
Issuance of non-core series A

 

 

 

 
(186,935
)
 

 

 
186,935

 

 Issuance of OP units for Acquired Properties

 

 

 

 

 

 

 
317,556

 
317,556

Compensation expense relating to Class B Units

 

 

 

 
27,487

 

 

 
8,908

 
36,395

Proceeds from initial public offering

 

 
47,438

 
475

 
893,385

 

 

 
 
 
893,860

Redemption of preferred stock

 

 

 

 
(1,250
)
 

 

 

 
(1,250
)
Preferred stock dividends

 

 

 

 

 

 
(162
)
 
(151
)
 
(313
)
Credit swap liability

 

 

 

 

 
(6,795
)
 

 

 
(6,795
)
Unrealized gain on marketable securities

 

 

 

 

 
22

 

 

 
22

Declared but unpaid dividends and distributions

 

 

 

 

 

 
(29,172
)
 
(9,467
)
 
(38,639
)
Reallocation of non-controlling interest in the OP and BPG Sub.

 

 

 

 
64,732

 

 

 
(64,732
)
 

Net loss

 

 

 

 

 

 
(93,534
)
 
(26,637
)
 
(120,171
)
Ending balance, December 31, 2013

 
$

 
229,680

 
$
2,297

 
$
2,543,690

 
$
(6,812
)
 
$
(196,707
)
 
$
942,052

 
$
3,284,520


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

- F-7 -



BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
COMBINED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 
Successor (Consolidated)
 
Predecessor (Combined Consolidated)
 
Year Ended December 31,
 
Period from June 28, 2011 through December 31, 2011
 
Period from January 1, 2011 through June 27, 2011
 
2013
 
2012
 
 
Operating activities:
 
 
 
 
 
 
 
Net income (loss)
$
(118,883
)
 
$
(160,713
)
 
$
153,136

 
$
(47,091
)
   Adjustments to reconcile net loss to net cash provided by operating activities:


 


 


 


Depreciation and amortization
450,279

 
510,435

 
298,698

 
179,371

Debt premium and discount amortization
(20,973
)
 
(25,314
)
 
(12,974
)
 
(2,832
)
Deferred financing cost amortization
10,831

 
10,272

 
4,812

 
5,166

Above and below market lease intangible amortization
(51,379
)
 
(50,881
)
 
(28,058
)
 
(33,989
)
Provisions of impairment
46,653

 
13,913

 

 
8,751

Gain on bargain purchase

 

 
(328,826
)
 

Gain on sale of real estate assets and acquisition of joint venture interest
(5,615
)
 
(5,870
)
 

 
(143
)
Amortization of Class B units
36,395

 
6,420

 
1,070

 

Other
(1,165
)
 
(687
)
 
210

 
999

(Gain) loss on debt extinguishment, net
16,498

 

 
(917
)
 

Changes in operating assets and liabilities:

 

 

 

Restricted cash
5,562

 
(8,144
)
 
10,823

 
(18,103
)
Receivables
(17,055
)
 
(11,793
)
 
(7,706
)
 
15,635

Deferred charges and prepaid expenses
(22,826
)
 
(24,422
)
 
(5,992
)
 
(18,368
)
Other assets
2,901

 
(2,692
)
 

 
4,769

Accounts payable, accrued expenses and other liabilities
767

 
18,323

 
(27,530
)
 
22,928

Net cash provided by operating activities
331,990

 
268,847

 
56,746

 
117,093

 
 
 
 
 


 


Investing activities:
 
 
 
 


 


Acquisition of the Business

 

 
(1,335,799
)
 

Building improvements
(150,461
)
 
(177,213
)
 
(56,855
)
 
(59,073
)
Acquisitions of real estate assets
(6,377
)
 
(6,000
)
 

 

Proceeds from sales of real estate assets
58,994

 
50,609

 
719

 
53,453

Distributions from unconsolidated joint ventures
593

 
1,640

 
1,434

 
3,233

Contributions to unconsolidated joint ventures
(25
)
 
(1,496
)
 

 
(2
)
Change in restricted cash attributable to investing activities
8,108

 
16,266

 
7,370

 
(16,922
)
Purchase of marketable securities
(12,737
)
 
(22,116
)
 
(12,953
)
 
(10,984
)
Proceeds from sale of marketable securities
15,538

 
19,608

 
9,053

 
11,453

Net cash used in investing activities
(86,367
)
 
(118,702
)
 
(1,387,031
)
 
(18,842
)
 
 
 
 
 


 


Financing activities:
 
 
 
 


 


Repayment of debt obligations and financing liabilities
(2,702,931
)
 
(530,342
)
 
(2,415,462
)
 
(383,383
)
Proceeds from debt obligations
57,000

 
360,000

 
1,542,000

 
163,000

Repayment of borrowings under unsecured revolving credit facility
(914,108
)
 

 

 

Proceeds from borrowings under unsecured credit facility
2,534,286

 

 

 

Deferred financing costs
(27,529
)
 
(7,256
)
 
(39,243
)
 
(921
)
Change in restricted cash attributable to financing activities

 

 
100,123

 
(100,123
)
Proceeds from issuance of common stock
893,860

 
 
 
1,742,426

 

Redemption of preferred stock
(1,250
)
 
 
 

 

Distributions to stockholders
(47,442
)
 
(19,209
)
 
(137
)
 

Contributions attributable to CNP net investment

 

 

 
4,377

Distributions attributable to CNP net investment

 

 

 
(36,725
)
Contributions from non-controlling interests

 

 
560,074

 

Distributions to non-controlling interests and other
(26,692
)
 
(7,846
)
 
(1,890
)
 
(798
)
Net cash provided by (used in) financing activities
(234,806
)
 
(204,653
)
 
1,487,891

 
(354,573
)
 
 
 


 


 


Change in cash and cash equivalents
10,817

 
(54,508
)
 
157,606

 
(256,322
)
Cash and cash equivalents at beginning of period
103,098

 
157,606

 

 
304,522

Cash and cash equivalents at end of period
$
113,915

 
$
103,098

 
$
157,606

 
$
48,200

Supplemental cash flow information, including non-cash investing and/or financing activities:
Cash paid for interest, net of amount capitalized
$
342,950

 
$
388,320

 
$
217,445

 
$
185,597

State and local taxes paid
2,013

 
2,754

 

 

Capitalized interest
4,968

 
1,661

 
292

 
254

Fair value of Operating Partnership units issued for acquisition of real estate assets
317,556

 

 

 

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

- F-8 -



BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES

NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
(in thousands, unless otherwise stated)

1. Nature of Business and Financial Statement Presentation
Description of Business
Brixmor Property Group Inc. and its consolidated subsidiaries (the “Company”) were formed for the purpose of owning, operating and managing grocery-anchored community and neighborhood shopping centers throughout the United States.
On February 28, 2011, the Company agreed to purchase certain United States assets and management platform of Centro Properties Group (“CNP”) and its managed funds (the “Acquisition” and, together with the related financings, asset acquisitions and other transactions, the “Transactions”). On June 28, 2011, the Acquisition was consummated, resulting in the Company acquiring 585 properties for approximately $9.0 billion, net of cash acquired of $0.1 billion. The consideration for the Transactions included approximately $1.2 billion in cash and $7.8 billion of assumed indebtedness (the “Consideration”).

In June 2013, the Company changed its name from BRE Retail Parent Inc. to Brixmor Property Group Inc. Simultaneous with this name change, the Company’s consolidated subsidiary changed its name to BPG Subsidiary Inc. ("BPG Sub") from Brixmor Property Group Inc.

Initial Public Offering and IPO Property Transfers
On November 4, 2013, the Company completed an initial public offering (“IPO”) in which it sold approximately 47.4 million shares of its common stock, at an IPO price of $20.00 per share. The Company received net proceeds from the sale of shares in the IPO of approximately $893.9 million after deducting $54.9 million in underwriting discounts, expenses and transaction costs. Of the total proceeds received, $824.7 million was used to pay down amounts outstanding under the Company's unsecured credit facility (see Note 7 for additional information).

In connection with the IPO, the Company acquired interests in 43 properties (the “Acquired Properties”) from certain investment funds affiliated with The Blackstone Group L.P. (together with such affiliated funds, “Blackstone”) in exchange for 15,877,791 common units of partnership interest (the “OP Units”) in Brixmor Operating Partnership LP (the “Operating Partnership”) having a value equivalent to the value of the Acquired Properties. In connection with the acquisition of the Acquired Properties, the Company repaid $66.6 million of indebtedness to Blackstone attributable to the Acquired Properties with a portion of the net proceeds of the IPO.

Also in connection with the IPO the Company, the Company created a separate series of interest in the Operating Partnership that allocates to certain funds affiliated with The Blackstone Group L.P. and Centerbridge Partners, L.P. (owners of the Operating Partnership prior to the IPO) (the “pre-IPO owners”) all of the economic consequences of ownership of the Operating Partnership’s interest in 47 properties that the Operating Partnership historically held in its portfolio (the “Non-Core Properties”).  During 2013, the Company disposed of 11 of the Non-Core Properties. As of December 31, 2013, the Company owned a 100% interest in 33 of the Non-Core Properties and a 20% interest in three of the Non-Core Properties.  On January 15, 2014, the Operating Partnership caused all but one of the Non-Core Properties to be transferred to the pre-IPO owners. The consolidated financial statements of the Company for the years ended December 31, 2013, December 31, 2012, the periods from January 1, 2011 to June 27, 2011 and June 28, 2011 to December 31, 2011 do not reflect the transfer of the 47 Non-Core Properties.

Basis of Presentation
The financial information included herein reflects the consolidated financial position of the Company as of December 31, 2013 and 2012 and the consolidated results of its operations and cash flows for the years ended December 31, 2013 and 2012 and the period from June 28, 2011 through December 31, 2011, as well as the combined consolidated results of the Company’s operations and cash flows for the period from January 1, 2011 through June 27, 2011.

For periods preceding the date of the Transactions, the financial information included herein reflects the combined consolidated financial position, results of operations and cash flows of the business, which has been determined to be the predecessor to the Company.

- F-9 -



The business comprised certain U.S. holding companies that indirectly owned the Total Portfolio and historically conducted the activities of that business prior to the Transactions. Because these holding companies were under the common control of CNP prior to the Transactions, the financial information for the pre-Transactions periods has been presented on a combined consolidated basis in accordance with U.S. generally accepted accounting principles ("GAAP"). All amounts presented have been reflected at the business’ historical basis.

As a result, the financial information for 2011 includes financial information associated with the post-Transactions basis for the period June 28, 2011 through December 31, 2011 and financial information associated with the pre-Transactions basis for the period January 1, 2011 through June 27, 2011. These separate periods are presented to reflect the new accounting basis established as of June 28, 2011 in connection with the Transactions, which were accounted for as a business combination.

The bases of the assets and liabilities associated with the post-Transactions basis are, therefore, not comparable to the pre-Transaction basis, nor would the statement of operations items for the period June 28, 2011 through December 31, 2011 have been the same had the Transactions not occurred.

The Company does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company believes it has a single reportable segment for disclosure purposes in accordance with GAAP.

Principles of Consolidation and Use of Estimates
The accompanying Consolidated Financial Statements include the accounts of Brixmor Property Group Inc., its wholly owned subsidiaries and all other entities in which it has a controlling financial interest. The portions of consolidated entities not owned by the Company are presented as non-controlling interests as of and during the periods presented. All intercompany transactions have been eliminated.

When the Company obtains an economic interest in an entity, management evaluates the entity to determine: (i) whether the entity is a variable interest entity (“VIE”), (ii) in the event the entity is a VIE, whether the Company is the primary beneficiary of the entity, and (iii) in the event the entity is not a VIE, whether the Company otherwise has a controlling financial interest.

The Company consolidates: (i) entities that are VIEs for which the Company is deemed to be the primary beneficiary and (ii) entities that are not VIEs which the Company controls.  If the Company has an interest in a VIE but it is not determined to be the primary beneficiary, the Company accounts for its interest under the equity method of accounting. Similarly, for those entities which are not VIEs and over which the Company has the ability to exercise significant influence, the Company accounts for its interests under the equity method of accounting. The Company continually reconsiders its determination of whether an entity is a VIE and whether the Company qualifies as its primary beneficiary.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during a reporting period. The most significant assumptions and estimates relate to impairments of real estate, recovery of receivables and depreciable lives. These estimates are based on historical experience and other assumptions which management believes are reasonable under the circumstances. Management evaluates its estimates on an ongoing basis and makes revisions to these estimates and related disclosures as experience develops or new information becomes known. Actual results could differ from these estimates.

Non-controlling Interests
The Company accounts for non-controlling interests in accordance with the Consolidation guidance and the Distinguishing Liabilities from Equity guidance issued by the Financial Accounting Standards Board (“FASB”). Non-controlling interests represent the portion of equity that the Company does not own in those entities that it consolidates. The Company identifies its non-controlling interests separately within the Equity section of the Company’s Consolidated Balance Sheets. The amounts of consolidated net earnings attributable to the Company and to the non-controlling interests are presented separately on the Company’s Combined Consolidated Statements of Operations.

Non-controlling interests also includes amounts related to partnership units issued by consolidated subsidiaries of the Company. Holders of these Class A Preferred Units have a redemption right that provides the holder with the option

- F-10 -



to redeem their units for $33.15 per unit in cash plus all accrued and unpaid distributions. The unit holders generally have the right to redeem their units for cash at any time provided certain notification requirements have been met.

The Company evaluates the terms of the partnership units issued in accordance with the FASB’s Distinguishing Liabilities from Equity guidance. Units which embody an unconditional obligation requiring the Company to redeem the units for cash at a specified or determinable date (or dates) or upon an event that is certain to occur are determined to be mandatorily redeemable under this guidance and are included as Redeemable non-controlling interests in partnership and classified within the mezzanine section between Total liabilities and Equity on the Company’s Combined Consolidated Balance Sheets. Convertible units for which the Company has the option to settle redemption amounts in cash or Common Stock are included in the caption Non-controlling interests within the Equity section of the Company’s Combined Consolidated Balance Sheets.

Cash and Cash Equivalents
For purposes of presentation on both the Consolidated Balance Sheets and the Consolidated Statements of Cash Flows, the Company considers instruments with an original maturity of three months or less to be cash and cash equivalents.
 
Cash and cash equivalent balances may, at a limited number of banks and financial institutions, exceed insurable amounts. The Company believes it mitigates this risk by investing in or through major financial institutions and primarily in funds that are insured by the United States federal government.  

Restricted Cash
Restricted cash represents cash deposited in escrow accounts, which generally can only be used for the payment of real estate taxes, debt service, insurance, and future capital expenditures as required by certain loan and lease agreements as well as legally restricted tenant security deposits. All restricted cash is invested in money market accounts.

Real Estate
Real estate assets are recorded in the Consolidated Balance Sheets at historical cost, less accumulated depreciation and amortization. Upon acquisition of real estate operating properties, management estimates the fair value of acquired tangible assets (consisting of land, buildings, and tenant improvements), identifiable intangible assets and liabilities (consisting of above and below-market leases, in-place leases and tenant relationships), and assumed debt based on an evaluation of available information. Based on these estimates, the estimated fair value is allocated to the acquired assets and assumed liabilities.

The fair values of tangible assets are determined as if the acquired property is vacant. Fair value is determined using an exit price approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. If, up to one year from the acquisition date, information regarding the fair value of the assets acquired and liabilities assumed is received and estimates are refined, appropriate adjustments are made to the purchase price allocation on a retrospective basis. The Company expenses transaction costs associated with business combinations in the period incurred.

In allocating the fair value to identifiable intangible assets and liabilities of an acquired operating property, the value of above-market and below-market leases is estimated based on the present value (using an interest rate reflecting the risks associated with leases acquired) of the difference between: (i) the contractual amounts to be paid pursuant to the leases negotiated and in-place at the time of acquisition and (ii) management's estimate of fair market lease rates for the property or an equivalent property, measured over a period equal to the remaining non-cancelable term of the lease. The capitalized above-market or below-market intangible is amortized as a reduction of, or increase to, rental income over the remaining non-cancelable term of each lease, which includes renewal periods with fixed rental terms that are considered to be below-market.

In determining the value of in-place leases and tenant relationships, management evaluates the specific characteristics of each lease and the Company's overall relationship with each tenant. Factors considered include, but are not limited to: the nature of the existing relationship with a tenant, the credit risk associated with a tenant, expectations surrounding lease renewals, estimated carrying costs of a property during a hypothetical expected lease-up period, current market conditions and costs to execute similar leases. Management also considers information obtained about a property in connection with its pre-acquisition due diligence. Estimated carrying costs include: real estate taxes, insurance, other property operating costs and estimates of lost rentals at market rates during the hypothetical lease-up periods. Costs to execute similar leases include: commissions and legal costs to the extent that such costs are not already incurred

- F-11 -



with a new lease that has been negotiated in connection with the purchase of a property. The value assigned to in-place leases is amortized to expense over the remaining term of each lease. The value assigned to tenant relationships is amortized over the initial terms of the leases.

Certain real estate assets are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:

Building and building and land improvements
20 - 40 years
Furniture, fixtures, and equipment
5 - 10 years
Tenant improvements
The shorter of the term of the related lease or useful life

Costs to fund major replacements and betterments, which extend the life of the asset, are capitalized and depreciated over their respective useful lives, while costs for ordinary repairs and maintenance activities are expensed as incurred.

When a real estate asset is identified by management as held-for-sale, the Company discontinues depreciating the asset and estimates its sales price, net of estimated selling costs. If, in management's opinion, the estimated net sales price of an asset is less than its net carrying value, an adjustment is recorded to reflect the estimated fair value. Additionally, the real estate asset and related operations are classified as discontinued operations and separately presented within the Consolidated Statements of Operations and within Other assets on the Consolidated Balance Sheets. Properties classified as real estate held-for-sale generally represent properties that are under contract for sale and are expected to close within 12 months.

On a periodic basis, management assesses whether there are indicators that the value of the Company's real estate assets (including any related intangible assets or liabilities) may be impaired.

If an indicator is identified, a real estate asset is considered impaired only if management's estimate of current and projected operating cash flows (undiscounted and unleveraged), taking into account the anticipated and probability weighted holding period, are less than a real estate asset's carrying value. Various factors are considered in the estimation process, including expected future operating income, trends and prospects and the effects of demand, competition, and other economic factors. If management determines that the carrying value of a real estate asset is impaired, a loss will be recorded for the excess of its carrying amount over its fair value.

In situations in which a lease or leases associated with a significant tenant have been, or are expected to be, terminated early, the Company evaluates the remaining useful lives of depreciable or amortizable assets in the asset group related to the lease that will be terminated (i.e., tenant improvements, above and below market lease intangibles, in-place lease value and leasing commissions). Based upon consideration of the facts and circumstances surrounding the termination, the Company may write-off or accelerate the depreciation and amortization associated with the asset group. Such write-offs are included within Depreciation and amortization in the Consolidated Statements of Operations.

Real Estate Under Redevelopment
Real estate assets that are under redevelopment are carried at cost and are not depreciated. Amounts essential to the development of the property, such as development costs, construction costs, interest costs, real estate taxes, salaries and related costs of personnel directly involved and other costs incurred during the period of redevelopment are capitalized. The Company ceases cost capitalization when the property is available for occupancy or upon substantial completion of building and tenant improvements, but no later than one year from the completion of major construction activity.

Investments in and Advances to Unconsolidated Joint Ventures
The Company accounts for its investments in unconsolidated joint ventures using the equity method of accounting as the Company exercises significant influence over, but does not control these entities. These investments are initially recorded at cost and are subsequently adjusted for cash contributions and distributions. Earnings for each investment are recognized in accordance with the terms of the applicable agreement and where applicable, are based upon an allocation of the unconsolidated real estate joint ventures' net assets at book value as if it was hypothetically liquidated

- F-12 -



at the end of each reporting period. Intercompany fees and gains on transactions with an unconsolidated joint venture are eliminated to the extent of the Company's ownership interest.

To recognize the character of distributions from an unconsolidated joint venture, the Company reviews the nature of cash distributions received for purposes of determining whether such distributions should be classified as either a return on investment, which would be included in operating activities, or a return of investment, which would be included in Investing activities on the Consolidated Statements of Cash Flows.

On a periodic basis, management assesses whether there are indicators, including the operating performance of the underlying real estate and general market conditions, that the value of the Company's investments in unconsolidated joint ventures may be impaired. An investment's value is impaired only if management's estimate of the fair value of the Company's investment is less than its carrying value and such difference is deemed to be other-than-temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over its estimated fair value.

Management's estimates of fair value are based upon a discounted cash flow model for each specific investment that includes all estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums. Capitalization rates, discount rates and credit spreads used in these models are based upon rates that the Company believes to be within a reasonable range of current market rates.

Deferred Leasing and Financing Costs
Costs incurred in obtaining tenant leases (including internal leasing costs) and long-term financing are amortized using the straight-line method over the term of the related lease or debt agreement, which approximates the effective interest method. Costs incurred related to obtaining tenant leases which are capitalized include salaries, lease incentives and the related costs of personnel directly involved in successful leasing efforts. Costs incurred in obtaining long-term financing which are capitalized include bank fees, legal and title costs and transfer taxes. The amortization of deferred leasing and financing costs is included in Depreciation and amortization and Interest expense, respectively, in the Consolidated Statements of Operations.

Marketable Securities
The Company classifies its marketable securities, which include both debt and equity securities, as available-for-sale. These securities are carried at fair value with unrealized gains and losses reported in member's equity as a component of accumulated other comprehensive loss. Gains or losses on securities sold are based on the weighted average method.

On a periodic basis, management assesses whether there are indicators that the value of the Company's marketable securities may be impaired. A marketable security is impaired if the fair value of the security is less than its carrying value and the difference is determined to be other-than-temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying value of the security over its estimated fair value.

At December 31, 2013 and 2012, the fair value of the Company’s marketable securities portfolio approximated its amortized cost basis. As a result, gross unrealized gains and gross unrealized losses were immaterial to the Company’s Consolidated Financial Statements.

Derivative Financial Instruments
Derivatives, including certain derivatives embedded in other contracts, are measured at fair value and are recognized in the Consolidated Balance Sheets as assets or liabilities, depending on the Company's rights or obligations under the applicable derivative contract. The accounting for changes in the fair value of a derivative varies based on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the necessary criteria.

Revenue Recognition and Receivables
Rental revenue is recognized on a straight-line basis over the terms of the related leases.  The cumulative difference between rental revenue recognized in the Consolidated Statements of Operations and contractual payment terms is recorded as deferred rent and presented on the accompanying Consolidated Balance Sheets within Receivables. 


- F-13 -



The Company commences recognizing revenue based on an evaluation of a number of factors. In most cases, revenue recognition under a lease begins when the lessee takes possession of or controls the physical use of the leased asset. Generally, this occurs on the lease commencement date.

Certain leases also provide for percentage rents based upon the level of sales achieved by a lessee.  These percentage rents are recognized upon the achievement of certain pre-determined sales levels. Leases also typically provide for reimbursement of common area maintenance, property taxes and other operating expenses by the lessee which are recognized in the period the applicable expenditures are incurred. 

The determination of who is the owner, for accounting purposes, of tenant improvements (where provided) determines the nature of the leased asset and when revenue recognition under a lease begins. If the Company is the owner, for accounting purposes, of the tenant improvements, then the leased asset is the finished space and revenue recognition begins when the lessee takes possession of the finished space, typically when the improvements are substantially complete. If the Company concludes it is not the owner, for accounting purposes, of the tenant improvements (the lessee is the owner), then the leased asset is the unimproved space and any tenant improvement allowances funded under a lease are accounted for as lease incentives which are amortized as a reduction of revenue recognized over the term of the lease. In these circumstances, the Company commences revenue recognition when the lessee takes possession of the unimproved space for the lessee to construct their own improvements. In making this assessment, the Company considers a number of factors, each of which individually is not determinative.

Gains from the sale of depreciated operating properties are generally recognized under the full accrual method, provided that various criteria relating to the terms of the sale and subsequent involvement by the Company with the applicable property are met.

The Company periodically evaluates the collectibility of its receivables related to base rents, straight-line rent, expense reimbursements and those attributable to other revenue generating activities. The Company analyzes its receivables and historical bad debt levels, tenant credit-worthiness and current economic trends when evaluating the adequacy of its allowance for doubtful accounts. In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims.

Stock Based Compensation
In 2011 and 2013 prior to the IPO, certain employees of the Company were granted long-term incentive awards which provide them with equity interests as an incentive to remain in the Company’s service and align executives’ interests with those of the Company’s equity holders. The awards were granted by two of the Company’s current equity holders, BRE Retail Holdco L.P. and Holdco II (the “Partnerships”), in the form of Class B Units in each of the Partnerships. The awards were granted with service conditions and performance and market conditions.

In connection with the IPO the Company’s Board of Directors approved the 2013 Omnibus Incentive Plan (the “Plan”). The Plan provides for a maximum of 15,000,000 shares of the Company’s common stock to be issued for qualified and non-qualified options, stock appreciation rights, restricted stock and restricted stock units, OP Units in the Company’s Operating Partnership, performance awards and other stock-based awards.

The Company accounts for equity awards in accordance with the FASB’s Stock Compensation guidance which requires that all share based payments to employees and non-employee directors be recognized in the statement of operations over the service period based on their fair value. Fair value is determined based on the type of award using either the grant date market price of the Company’s stock, the Black-Scholes-Merton option-pricing model or a Monte Carlo simulation model. Share-based compensation expense is included in General and administrative in the Company's Condensed Consolidated Statements of Operations.

Income Taxes
The Company has made an election to qualify, and believes it is operating so as to qualify, as a REIT for United States federal income tax purposes. REITs generally are not required to pay federal income taxes on their net income that is currently distributed to stockholders if they distribute to stockholders at least 90% of their United States taxable income and meet certain income, asset and organizational tests. Accordingly, the Company generally will not be subject to federal income tax.


- F-14 -



The Company has elected to treat certain consolidated subsidiaries, and may in the future elect to treat newly formed subsidiaries, as taxable REIT subsidiaries, which are subject to income tax. Taxable REIT subsidiaries may participate in non-real estate-related activities and/or perform non-customary services for tenants and are subject to United States federal and state income tax at regular corporate tax rates.

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

The Company reviews the need to establish a valuation allowance against its deferred tax assets on a quarterly basis. This review includes an analysis of various factors, such as future reversals of existing taxable temporary differences, the capacity for the carryback or carryforward of any losses, the occurrence of future income or loss and available tax planning strategies.

Tax benefits associated with uncertain tax positions are recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.

The Company has analyzed the tax position taken on income tax returns for the open 2011 through 2013 tax years and has concluded that no provision for income taxes related to uncertain tax positions is required in the Company’s Consolidated Financial Statements as of December 31, 2013 and 2012.

New Accounting Pronouncements
In February 2013, FASB issued Accounting Standards Update (“ASU”) 2013-2, “Comprehensive Income (Topic 220): Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income.” ASU 2013-2 requires entities to disclose certain information relating to amounts reclassified out of accumulated other comprehensive income. The adoption of this guidance did not have a material impact on the Company's financial statement presentation.

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

2.    Acquisition of Real Estate
The Company acquired interests in the Acquired Properties from certain investment funds affiliated with Blackstone in exchange for 15,877,791 OP Units in the Operating Partnership having a value of $317.5 million based on the IPO price of $20.00 per share. In connection with the acquisition of the Acquired Properties, we repaid approximately $66.6 million of indebtedness to Blackstone attributable to the Acquired Properties with a portion of the net proceeds of the IPO.

The acquisition of the Acquired Properties was accounted for as a business combination. As a result, the associated consideration has been allocated to the assets acquired and liabilities assumed based on management's estimate of their fair values using information available on the acquisition date. The allocation of the consideration for this acquisition is preliminary and remains subject to adjustment. The following table summarizes the fair value of the net assets acquired on October 29, 2013:

- F-15 -



Assets
 
Real estate, net
888,134

 
 
Cash and cash equivalents
8,729

Restricted cash
7,878

Receivables, net
4,840

Deferred charges and prepaid expenses, net
1,496

Other assets
989

Total assets
$
912,066

 
 
Liabilities
 
Debt obligations, net
$
430,465

Accounts payable, accrued expenses and other liabilities
164,045

Total liabilities
594,510

 
 
Net Assets Acquired
317,556

During the year ended December 31, 2013, in addition to the Acquired Properties, the Company acquired one building, located adjacent to one of the Company's existing shopping centers, for approximately $5.1 million and acquired the remaining 70% partnership interest in Arapahoe Crossings, L.P. that was previously owned by an unaffiliated third party for a net purchase price of $18.7 million. In connection with the acquisition, a gain of $1.1 million on the step-up of the Company's original 30% interest was recognized. The acquisition of the partnership interest included the assumption of debt obligations of approximately $41.8 million, which were paid off with the proceeds from the unsecured credit facility entered into in July 2013 (see Note 7 for further discussion of the unsecured credit facility).

During the year ended December 31, 2012, the Company acquired three retail buildings, located adjacent to three of the Company’s existing shopping centers, for approximately $5.5 million and acquired the remaining 50% ownership interest in a 41.6 acre land parcel in Riverhead, NY for a purchase price of $0.5 million.

The accompanying unaudited pro forma information for the years ended December 31, 2013, 2012, and 2011, is presented as if the Acquistion had occurred on January 1, 2011 and the acquisition of the Acquired Properties had occurred on January 1, 2012. This pro forma information is based on the historical financial statements and should be read in conjunction with the Combined Consolidated Financial Statements and notes thereto. This unaudited pro forma information does not purport to represent what the actual results of operations would have been had the above occurred, nor do they purport to predict the results of operations for future periods.
 
 
Year Ending December 31,
 
2013
2012
2011
Revenue
$
1,236,545

$
1,192,935

$
1,120,904

Net Loss
$
(123,725
)
$
(163,786
)
$
(260,601
)

3.    Discontinued Operations and Assets Held for Sale
The Company reports as discontinued operations real estate assets that are held for sale as of the end of the current period and real estate assets that were sold during the period. The operating results and gain on disposition of the real estate properties are included in a separate component of income on the Consolidated Statements of Operations under Discontinued operations. This has resulted in certain reclassifications for the years ended December 31, 2013 and 2012, the period from June 28, 2011 to December 31, 2011 and the period from January 1, 2011 to June 27, 2011.


- F-16 -


 
Successor
Predecessor
 
 
Year Ended December 31, 2013
Year Ended December 31, 2012
Period from June 28, 2011 to December 31, 2011
Period from January 1, 2011 to June 27, 2011
 
Discontinued operations:
 
 
 
 
 
Revenues
$
7,440

$
20,171

$
11,073

$
11,199

 
Operating expenses
(6,691
)
(17,442
)
(10,886
)
(11,440
)
 
Other expense, net
923

(3,613
)
(2,346
)
(634
)
 
Income (loss) from discontinued operating properties
1,672

(884
)
(2,159
)
(875
)
 
Gain on disposition of operating properties
3,392

5,369



 
Impairment on real estate held for sale
(23,119
)
(13,599
)

(8,608
)
 
Loss from discontinued operations
$
(18,055
)
$
(9,114
)
$
(2,159
)
$
(9,483
)
 

As of December 31, 2013, the Company had one shopping center classified as held for sale and is presented in Other assets within the Consolidated Balance Sheets. The shopping center had a carrying value of approximately $5.5 million as of December 31, 2013.

As of December 31, 2012, the Company had one shopping center classified as held for sale which is presented in Other assets within the Consolidated Balance Sheets. The shopping center had a carrying value of approximately $1.6 million as of December 31, 2012.

During the year ended December 31, 2013, the Company disposed of 18 shopping centers for aggregate proceeds of $54.6 million.

During the year ended December 31, 2012, the Company disposed of 19 shopping centers, one land parcel and two buildings for aggregate proceeds of $50.6 million.

In connection with the real estate classified as held for sale and the disposition of the shopping centers during the years ended December 31, 2013 and 2012, the period from June 28, 2011 to December 31, 2011 and the period from January 1, 2011 to June 27, 2011, the Company recognized provisions for impairment of $23.1 million, $13.6 million, $0 and $8.6 million, respectively. For purposes of measuring this provision, fair value was determined based upon contracts with buyers and then adjusted to reflect associated disposition costs.

4.    Real Estate
The Company's components of Real estate, net consisted of the following:
 
December 31, 2013
 
December 31, 2012
Land
$
2,055,802

 
$
1,915,667

Buildings and improvements:
 
 
 
Building
7,436,072

 
6,817,378

Building and tenant improvements
373,907

 
254,844

Other rental property (1)
971,947

 
906,537

 
10,837,728

 
9,894,426

Accumulated depreciation and amortization
(1,190,170
)
 
(796,296
)
Total
$
9,647,558

 
$
9,098,130

(1) 
At December 31, 2013 and 2012, Other rental property consisted of intangible assets including: (i) $881.9 million and $826.9 million, respectively, of in-place lease value, (ii) $90.0 million and $79.6 million, respectively, of above-market leases, and (iii) $462.5 million and $341.8 million, respectively, of accumulated amortization. These intangible assets are amortized over the term of each related lease.
In addition, at December 31, 2013 and 2012, the Company had intangible liabilities relating to below-market leases of approximately $541.8 million and $473.9 million, respectively, and accumulated amortization of approximately $153.6 million and $97.7 million, respectively. These intangible liabilities, which are included in Accounts payable, accrued

- F-17 -


expenses and other liabilities in the Company's Consolidated Balance Sheets, are amortized over the term of each related lease including any renewal periods with fixed rentals that are considered to be below market.

Amortization expense associated with the above mentioned intangible assets and liabilities recognized for the years ended December 31, 2013 and 2012 was approximately $93.3 million and $142.4 million, respectively. The estimated net amortization expense associated with the Company's intangible assets and liabilities for the next five years are as follows:
Year ending December 31,
 
Estimated net amortization expense
2014
 
$
74,553

2015
 
47,885

2016
 
23,183

2017
 
10,543

2018
 
4,194


On a continuous basis, management assesses whether there are any indicators, including property operating performance and general market conditions, that the value of the Company's assets (including any related amortizable intangible assets or liabilities) may be impaired. To the extent impairment has occurred, the carrying value of the asset would be adjusted to an amount to reflect the estimated fair value of the asset.

During the year ended December 31, 2013, the Company recognized $23.5 million of provision for impairment, excluding provisions for impairment included in Discontinued operations. The Company did not recognize any provisions for impairment for the year ended December 31, 2012, the period from June 28, 2011 to December 31, 2011 and the period from January 1, 2011 to June 27, 2011.

The Company's estimated fair values relating to the above impairment provision assessments were based upon internal analysis as well as proposed sale prices from properties under contract for sale. The Company believes the inputs utilized were reasonable in the context of applicable market conditions; however, due to the significance of the unobservable inputs to the overall fair value measures, including forecasted revenues and expenses based upon market conditions and expectations for growth, the Company determined that such fair value measurements were classified within Level 3 of the fair value hierarchy. The carrying value of impaired real estate was $69.3 million as of December 31, 2013.

5.    Financial Instruments - Derivatives and Hedging
The Company's use of derivative instruments is limited to the utilization of interest rate agreements or other instruments to manage interest rate risk exposures and not for speculative purposes. In certain situations, the Company has entered into derivative financial instruments such as interest rate swap and interest rate cap agreements to manage interest rate risk exposure arising from variable rate debt transactions that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s objective in using interest rate derivatives is to add stability to interest expense and to manage its exposure to interest rate movements.

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 changing the underlying notional amount. During the year ended December 31, 2013, the Company entered into five forward starting interest rate swap agreements with a notional amount of $1,500.0 million to hedge the variable cash flows associated with third party debt. Brixmor did not have any derivatives designated as cash flow hedges as of December 31, 2012

A detail of the Company’s interest rate derivatives designated as cash flow hedges outstanding as of December 31, 2013 is as follows:
 
 
Number of Instruments
 
Notional Amount
 
Interest Rate Swaps
 
5
 
$
1,500,000

 

- F-18 -



The Company has elected to present its interest rate derivatives on its Consolidated Balance Sheets on a gross basis as interest rate swap assets and interest rate swap liabilities. A detail of the Company’s fair value of interest rate derivatives on a gross and net basis as of December 31, 2013 and 2012, respectively, is as follows:

 
 
Fair Value of Derivative Instruments
Interest rate swaps classified as:
 
December 31,
2013
 
December 31,
2012
Gross derivative assets
 
$

 
$

Gross derivative liabilities
 
(6,795
)
 

Net derivative liability
 
$
(6,795
)
 
$


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 effective portion of changes in the fair value of derivatives designated as, and that qualify as, cash flow hedges is recorded in other comprehensive income (“OCI”) 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 recorded in the accompanying Consolidated Statements of Operations for the year ended December 31, 2013is as follows:
Derivatives in Cash Flow Hedging Relationships (Interest Rate Swaps and Caps)
 
Year Ended December 31, 2013
Amount of loss recognized in OCI on derivative
 
$
(6,795
)
Amount of gain (loss) reclassified from accumulated OCI into interest expense
 
$


The Company estimates that approximately $9.0 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 year ended December 31, 2013. The Company did not have any designated hedges for the year ended December 31, 2012, the period from June 28, 2011 through December 31, 2011 or the period from January 1, 2011 through June 27, 2011.

Non-Designated (Mark-to Market) Hedges of Interest Rate Risk
The Company does not use derivatives for trading or speculative purposes. Derivatives not designated as hedges are used to manage the Company’s exposure to interest rate movements but do not meet the strict hedge accounting requirements. The Company’s only non-designated interest rate derivatives held as of December 31, 2013 and 2012 were interest rate caps. Interest rate caps involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium. As of December 31, 2013 and 2012, the fair value of these interest rate caps was nominal, and, during the years ended December 31, 2013 and 2012, the period from June 28, 2011 to December 31, 2011 and the period from January 1, 2011 to June 27, 2011, no payments were received from the respective counterparties.

A detail of the Company’s non-designated interest rate derivatives outstanding as of December 31, 2013 is as follows:
 
 
Number of Instruments
 
Notional Amount
 
Interest Rate Caps
 
10
 
$
1,118,000

 

Credit-risk-related Contingent Features
The Company has agreements with its derivative counterparties that contain a provision whereby if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not 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 the agreements at their termination value including accrued interest, or approximately $6.8 million.

- F-19 -


6.    Debt Obligations
As of December 31, 2013 and 2012, the Company had the following indebtedness outstanding:
 
 
Successor
 
 
 
 
 
 
Carrying Value as of
 
 
 
 
 
 
December 31, 2013
 
December 31, 2012
 
Stated
Interest
Rates
 
Scheduled
Maturity
Date
Mortgage and secured loans(1)
 
 
 
 
 
 
 
 
Fixed rate mortgage and secured loans(2)
 
$
3,444,578

 
$
5,330,442

 
4.85% - 8.18%
 
2014 – 2021
Variable rate mortgage and secured loans(3)
 
483,604

 
668,605

 
Variable(3)
 
2015 – 2017
Total mortgage and secured loans
 
3,928,182

 
5,999,047

 
 
 
 
Net unamortized premium
 
93,077

 
116,222

 
 
 
 
Total mortgage and secured loans, net
 
$
4,021,259

 
$
6,115,269

 
 
 
 
 
 
 
 
 
 
 
 
 
Notes payables
 
 
 
 
 
 
 
 
Unsecured notes(4)(5)
 
$
353,617

 
$
404,612

 
3.75% - 7.97%
 
2014 - 2029
Net unamortized discount
 
(13,766
)
 
(20,525
)
 
 
 
 
Total notes payable, net
 
$
339,851

 
$
384,087

 
 
 
 
 
 
 
 
 
 
 
 
 
Unsecured Credit Facility(6)
 
$
1,620,179

 
$

 
1.79%
 
2017 – 2018
 
 
 
 
 
 
 
 
 
Total debt obligations
 
$
5,981,289

 
$
6,499,356

 
 
 
 

(1)
The Company's mortgages and secured loans are collateralized by certain properties and the equity interests of certain subsidiaries. These properties had a carrying value as of December 31, 2013 of approximately $5.4 billion.
(2)
The weighted average interest rate on the Company’s fixed rate mortgage and secured loans was 5.91%as of December 31, 2013.
(3)
The weighted average interest rate on the Company’s variable rate mortgage and secured loans was 3.80% as of December 31, 2013. The Company incurs interest on $483.6 million of mortgages using the 30-day LIBOR rate (which was 0.17% as of December 31, 2013 subject to certain rate floor requirements ranging from 0 basis points to 75 basis points), plus interest spreads ranging from 300 basis points to 375 basis points.
(4)
The weighted average interest rate on the Company’s unsecured notes was 6.03% as of December 31, 2013.
(5)
The Company has a one-time put repurchase right to certain unsecured notes that requires the Company to offer to repurchase the notes if tendered by holders (but does not require the holders to tender) for an amount equal to the principal amount plus accrued and unpaid interest on January 15, 2014. Although the stated maturity dates for these notes range from August 2026 to February 2028, the scheduled maturity dates listed above represent the first dates that note holders can require the Company to redeem all or any portion of the notes pursuant to the required put repurchase right. In January 2014 $57.7 million was tendered to, and repurchased by the company.
(6)
The Company has in place five forward starting interest rate swap agreements that convert the floating interest rate on the $1.5 billion term loan facility to a fixed, combined interest rate of 0.844% plus an interest spread of 160 basis points.

Debt Transactions
On February 27, 2013, certain indirect wholly owned subsidiaries of the Company (the “Borrowers”) obtained a $57.0 million mortgage loan (the "Mortgage Loan"). The Mortgage Loan is secured by three shopping centers and is guaranteed by BPG Sub as to certain customary recourse carveout liabilities.

The Mortgage Loan bears interest at a rate equal to LIBOR (subject to a floor of 25 basis points) plus a spread of 350 basis points, payable monthly, and is scheduled to mature on March 1, 2016, with two extension options that allow the Borrowers to extend the maturity through March 1, 2017 and then to March 1, 2018, subject in each case to the satisfaction of certain financial conditions.

In connection with the closing of the Mortgage Loan, approximately $42.0 million of mortgage loans of subsidiaries of the Company were repaid.

On July 16, 2013, the Operating Partnership entered into an unsecured credit facility (the “Unsecured Credit Facility”) with JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A. and Wells Fargo Bank, National Association, as syndication agents and Barclays Capital plc, Citibank, N.A., Deutsche Bank Securities Inc. and Royal Bank of Canada, as documentation agents.

The Unsecured Credit Facility consists of (i) $1.25 billion revolving credit facility (the “Revolving Facility), maturing on July 31, 2017, with a one-year extension option; and (ii) a $1.5 billion term loan facility (the “Term Loan Facility”), which will mature on July 31, 2018. Through October 28, 2013, the obligations under the Unsecured Credit Facility

- F-20 -


were guaranteed by both BPG Subsidiary Inc. ("BPG Sub") and Brixmor OP GP LLC, the general partner of the Operating Partnership, (together, the "Parent Guarantors"), as well as by both Brixmor Residual Holding LLC and Brixmor GA America LLC (together, the "Material Subsidiary Guarantors"). Effective October 28, 2013, pursuant to the terms of the Unsecured Credit Facility, the guarantees by the Material Subsidiary Guarantors were terminated. The Revolving Facility includes borrowing capacity available for letters of credit and for short-term borrowings and an option for the Company to increase the size of the facility, raise incremental credit facilities, and extend the maturity date subject to certain limitations.

Unsecured Credit Facility borrowings bear interest, at the Operating Partnership’s option, at a rate equal to a margin over either (a) a base rate determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus half of 1%, and (3) the LIBOR rate that would be payable on such day for a LIBOR rate loan with a one-month interest period plus 1% or (b) a LIBOR rate determined by reference to the BBA LIBOR rate for the interest period relevant to a particular borrowing.

The margin associated with Term Loan Facility borrowings is based on a total leverage based grid and ranges from 0.40% to 1.00%, for base rate loans, and 1.40% to 2.00% for LIBOR rate loans. The margin associated with Revolving Facility borrowings is also based on a total leverage based grid and ranges from 0.40% to 1.00%, for base rate loans, and 1.40% to 2.00%, for LIBOR rate loans.

The Operating Partnership, in addition to recurring interest payments, is required to pay a commitment fee to the lenders related to the Revolving Facility in respect of the unutilized commitments thereunder and customary letter of credit fees. The commitment fee is based on the daily-unused amount and is either 0.25% or 0.175% per annum. Voluntary prepayments are permitted at any time without premium or penalty, subject to certain minimum amounts and the payment of customary “breakage” costs in respect of LIBOR rate loans. The Unsecured Credit Facility requires no amortization payments.

Pursuant to the terms of the Unsecured Credit Facility, the Company among other things, is subject to maintenance of various financial covenants. The Company is currently in compliance with these covenants.

Debt Maturities
As of December 31, 2013 and 2012, the Company had accrued interest of $32.2 million and $30.7 million outstanding, respectively. As of December 31, 2013, scheduled maturities of the Company's outstanding debt obligations were as follows:

Year ending December 31,
 
 
2014
 
$
327,553

2015
 
980,029

2016
 
1,335,445

2017
 
647,268

2018
 
1,521,557

Thereafter
 
1,090,126

Total debt maturities
 
5,901,978

Net unamortized premiums on mortgages
 
93,077

Net unamortized discount on notes
 
(13,766
)
Total debt obligations
 
$
5,981,289


7.     Financing Liabilities
At December 31, 2013 and 2012, the Company had financing liabilities of $175.1 million and $174.4 million, respectively, net of unamortized premium of $2.4 million and $2.6 million, respectively.

On December 6, 2010, the Company formed a real estate venture with Inland American CP Investment, LLC (“Inland”). The Company contributed 25 shopping centers with a fair value of approximately $471.0 million and Inland contributed cash of $121.5 million, resulting in Inland receiving a 70% ownership interest with a cumulative preferential share of cash flow generated by the shopping centers at an 11% stated return. The Company received a 30% ownership interest,

- F-21 -


subordinated to Inland’s preferred interest. Due to the venture agreement providing Inland with the right to put its interest to the Company for an amount of cash equal to the amount it contributed plus accrued interest beginning December 6, 2015, the Company consolidates the real estate venture under the financing method which requires the amount Inland contributed to be reflected as a liability. The venture agreement also provided the Company with the right to call Inland’s interest, beginning December 6, 2014, for an amount of cash determined on the same basis as described above.

On November 11, 2008, a Class A Preferred Unit Holder (see Note 10 for further details) elected to redeem substantially all of its units. These units were redeemed in exchange for the fee interest in a property, and the Company entered into a 20 year master lease agreement at the date of transfer with the Class A Preferred Unit Holder. The carrying value of this agreement at December 31, 2013 and 2012 was $17.8 million and $18.0 million, respectively, including unamortized premium of $2.6 million and $2.8 million, respectively.

In addition to the two liabilities disclosed above, as of December 31, 2013 and 2012, financing liabilities include capital leases of $26.3 million and $27.1 million, net of unamortized discount of $0.2 million and $0.2 million respectively.

8.     Fair Value Disclosures
All financial instruments of the Company are reflected in the accompanying Consolidated Balance Sheets at amounts which, in management's judgment, reasonably approximate their fair values, except those instruments listed below:

 
 
December 31, 2013
 
December 31, 2012
 
 
Carrying
Amounts
 
Fair
Value
 
Carrying
Amounts
 
Fair
Value
 
 
Mortgage and secured loans payable
$
4,021,259

 
$
4,179,640

 
$
6,115,269

 
$
6,161,656

 
Notes payable
339,851

 
371,393

 
384,087

 
395,280

 
Credit facility
1,620,179

 
1,620,179

 

 

 
Total debt obligations
$
5,981,289

 
$
6,171,212

 
$
6,499,356

 
$
6,556,936

 
 
 
 
 
 
 
 
 
 
Financing liabilities 
$
175,111

 
$
175,111

 
$
174,440

 
$
174,440


The valuation methodology used to estimate the fair value of the Company's fixed and variable-rate indebtedness and financing liabilities is based on discounted cash flows, with assumptions that include credit spreads, loan amounts and debt maturities. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition.

As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy is included in U.S. GAAP that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity's own assumptions about market participant assumptions (unobservable inputs that are classified within Level 3 of the hierarchy).

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

At December 31, 2013 and 2012, the fair values of the Company’s marketable securities, valued based on quoted market prices, were classified within Level 1 of the fair value hierarchy. Conversely, at December 31, 2013 and 2012, the fair values of the Company’s mortgage and secured loans, notes payable, financing liabilities and interest rate caps, valued based on discounted cash flow or other similar methodologies were classified within Level 3 of the fair value hierarchy.

9. Redeemable Non-controlling Interests
The redeemable non-controlling interests presented in these Consolidated Financial Statements relate to portions of a consolidated subsidiary held by non-controlling interest holders in a partnership ("ERP") that was formed to own certain real estate properties which were contributed to it in exchange for cash, the assumption of mortgage indebtedness and limited partnership units (or Class A Preferred Units).

- F-22 -


The Company is entitled to receive 100% of all net income and gains before depreciation after the limited partners receive their preferred return. As of December 31, 2013 and 2012, there were 648 thousand and 648 thousand Class A Preferred Units outstanding, respectively.

Holders of these Class A Preferred Units have a redemption right that provides the holder with the option to redeem their units for $33.15 per unit in cash plus all accrued and unpaid distributions. Due to this right, the portion of the partnership attributable to such outside interests has been classified as redeemable non-controlling interests within the Company's Consolidated Balance Sheets which, at December 31, 2013 and 2012 were $21.5 million and $21.5 million, respectively.

During the year ended December 31, 2013, no limited partners with Class A Preferred Units made a redemption election. During the year ended December 31, 2012, one Class A Preferred Unit Holder elected to redeem substantially all of its Class A Preferred Units for approximately $0.1 million in cash. Such redemption elections may be made at any time, and the Company is required to make any such redemption on the second to last business day of the quarter in which such election is made, provided that the Company receives the redemption election at least ten business days prior to such date.

The changes in redeemable non-controlling interests are as follows:
 
 
Successor
Predecessor
 
 
Year Ended December 31, 2013
Year Ended December 31, 2012
Period from June 28, 2011 through December 31, 2011
Period from January 1, 2011 through June 27, 2011
 
 
Balance at beginning of period
$
21,467

$
21,559

$
21,559

$
21,559

 
Unit redemptions

(92
)


 
Distributions to redeemable non-controlling interests
(1,288
)
(1,291
)
(659
)
(636
)
 
Preferred return
1,288

1,291

659

636

 
Balance at end of period
$
21,467

$
21,467

$
21,559

$
21,559


10. Non-controlling Interests
The non-controlling interests presented in these Consolidated Financial Statements relate to portions of consolidated subsidiaries held by the non-controlling interest holders.

Blackstone Retail Transaction II Holdco L.P. (“Holdco II”), an affiliate of Blackstone Real Estate Partners VI, L.P. owns 20.05% of BPG Sub. Holdco II may, from and after the first anniversary of the IPO exchange their BPG Sub shares for shares of the Company’s common stock on a one-for-one basis subject to customary rate adjustments for splits, share dividends and reclassifications, or, at the Company’s election, for cash.

In connection with the IPO, the Company issued 15,877,791 OP Units in the Operating Partnership having a value of $317.5 million in exchange for the Acquired Properties. These units represent a 5.22% non-controlling interest in the Operating Partnership. Holders of outstanding OP Units may, from and after the first anniversary of the IPO, redeem their OP Units for cash, or at our election, exchange their OP Units for shares of the Company’s common stock on a one-for-one basis subject to customary rate adjustments for splits, unit distributions and reclassifications.
 
Also in connection with the IPO, the Company created a separate series of interest in the Operating Partnership that allocates to certain funds affiliated with the pre-IPO owners all of the economic consequences of ownership of the Operating Partnership’s interest in 47 properties that the Operating Partnership historically held in its Non-Core Properties.  During 2013, the Company disposed of 11 of the Non-Core Properties. As of December 31, 2013, the Company owned a 100% interest in 33 of the Non-Core Properties and a 20% interest in three of the Non-Core Properties.  On January 15, 2014, the Operating Partnership caused all but one of the Non-Core Properties to be transferred to the pre-IPO owners. The consolidated financial statements of the Company for the years ended December 31, 2013, December 31, 2012, the periods from January 1, 2011 to June 27, 2011 and June 28, 2011 to December 31, 2011 do not reflect the transfer of the 47 Non-Core Properties. 

- F-23 -


During the years ended December 31, 2013 and 2012, distributions to non-controlling holders of BPG Subsidiary shares and OP Units were $25.2 million and $6.2 million, respectively. During the period from June 28, 2011 through December 31, 2011 there were no distributions to non-controlling holders of BPG Subsidiary shares and OP Units.

11. Revenue Recognition
Future minimum annual base rents as of December 31, 2013 to be received over the next five years pursuant to the terms of non-cancelable operating leases are included in the table below.
 
Amounts included assume that all leases which expire are not renewed and that tenant renewal options are not exercised; therefore, neither renewal rents nor rents from replacement tenants are included. Future minimum annual base rents also do not include payments which may be received under certain leases on the basis of a percentage of reported tenants' sales volume, common area maintenance charges and real estate tax reimbursements.
Year ending December 31,
 
 
2014
 
$
841,327

2015
 
736,636

2016
 
612,214

2017
 
488,448

2018
 
378,912

Thereafter
 
1,416,221

The Company recognized approximately $6.8 million, $6.2 million, $3.2 million, and $3.4 million of rental income based on a percentage of its tenants' sales for the years ended December 31, 2013 and 2012, the period from June 28, 2011 to December 31, 2011 and the period from January 1, 2011 to June 27, 2011, respectively.

As of December 31, 2013 and 2012, the estimated allowance associated with Company's outstanding rent receivables, included in Receivables in the Company's Consolidated Balance Sheets was $30.2 million and $28.2 million, respectively. In addition, as of December 31, 2013 and 2012, receivables associated with the effects of recognizing rental income on a straight-line basis were $48.6 million and $31.7 million, respectively net of the estimated allowance of $0.9 million and $0.5 million, respectively.

12. Stock Based Compensation
Class B Units
Certain employees of the Company were granted long term incentive awards in 2011 and 2013 prior to the Company’s IPO which provided them with equity interests in the Company’s equity holders and ultimate parent investors (“Class B Units”). The awards were granted with service conditions and performance and market conditions. The fair value of the units with service conditions are recognized ratably over the applicable service period. The units granted, subject to performance and market conditions, will be recognized as the applicable conditions are met. The awards granted are profits interests having economic characteristics similar to stock appreciation rights and representing the right to share in any increase in value that exceeds a specified threshold. Therefore, the Class B units only have value to the extent there is an appreciation in the value of the business from and after the applicable date of grant and the appreciation rights exceeds a specified threshold. The units granted, subject to performance and market conditions, vest on the date, if any, that the Company's Sponsor receives cash proceeds resulting in a 15% internal rate of return, subject to continued employment on such date.

In connection with the IPO, the Class B Units subject to performance and market vesting conditions were modified such that 75% of those awards vested as of the IPO effective date. The Class B Units which solely have vesting service conditions and the remaining 25% of the awards with performance and market vesting conditions were also further modified to require the payment of non-forfeitable dividends during the period in which they are unvested.

The vested Class B Units as of the IPO effective date were exchanged for a combination of vested shares of the Company’s common stock, vested shares of BPG Subsidiary stock and a cash payment of $6.0 million. The $6.0 million cash payment was paid to the Class B Unit holders by Blackstone to reduce the number of fully vested common shares of the Company and BPG Subsidiary that would have otherwise been issued in the conversion of the Class B Units to shares of common stock. The $6.0 million was recorded as incentive-based compensation expense during the year ended December 31, 2013.

- F-24 -


The unvested Class B Units as of the IPO effective date were exchanged for a combination of unvested restricted shares of the Company’s common stock and unvested restricted shares of BPG Subsidiary stock. The unvested restricted shares are subject to the same vesting terms as those applicable to the exchanged Class B Units.

The Class B Units granted to employees by the Partnerships were recorded as a contribution by the Partnerships, with amortization, net of forfeitures, being recorded as a component of General and administrative expenses in the Consolidated Statements of Operations. As a result of the modification of the awards the Company recognized $24.9 million of incentive-based compensation related to the units subject to performance and market vesting conditions during the year ended December 31, 2013. The Company did not recognize expense related to the units subject to performance conditions as of December 31, 2012 as the applicable conditions were not yet been met.

The Company calculates the fair value of share based compensation awards using the Black-Scholes-Merton option pricing model which requires the use of subjective assumptions, including share price volatility, the expected life of the award, risk free interest rate and expected dividend yield. In developing its assumptions the Company takes into account the following:

As a result of its status as a private company for the last several years the Company does not have sufficient history to estimate the volatility of its common share price. The Company calculates the expected volatility based on reported data for selected reasonably similar publicly traded companies for which historical information is available. The Company plans to continue to use the guideline peer group volatility information until the historical volatility of its common shares is relevant to measure expected volatility for future award grants;

The Company determines the risk free interest rate by reference to implied yields available from United States Treasury securities with a remaining term equal to the expected life assumed at the date of the grant;

The Company's assumed dividend yield is based on its historical dividends paid, excluding dividends that resulted from activities to be one time in nature;

The Company estimates the average expected life of the awards based on the projected liquidity event.
The assumptions used in the Black-Scholes-Merton option pricing model are set forth below:

 
 
2011
 
2013
Dividend yield
 
0
%
 
0
%
Risk free interest rate
 
0.9
%
 
0.2
%
Expected volatility
 
80.0
%
 
35.0
%
Expected life
 
5 years
 
1.6 years

The following table presents the grant dates and numbers of Class B units granted to employees from
June 28, 2011 through December 31, 2013:

 
 
 
 
Estimated Fair Value Per Class B Units at Grant Date
 
 
Total Estimated Value of Class B Units at Grant Date (in millions)
Date of Grant
 
Number of Class B Units Granted (in millions)
 
Service Condition
 
Performance and Market Condition
 
Service Condition
 
Performance and Market Condition
 
 
 
 
 
 
 
 
 
 
 
November 1, 2011
 
96.8
 
 
$
0.450
 
 
$
0.440
 
 
$
21.8
 
 
$
21.3
 
March 29, 2013
 
9.1
 
 
$
0.445
 
 
$
0.444
 
 
$
2.0
 
 
$
2.0
 
April 30, 2013
 
1.8
 
 
$
0.445
 
 
$
0.444
 
 
$
0.4
 
 
$
0.4
 
May 20, 2013
 
20.6
 
 
$
0.289
 
 
$
0.289
 
 
$
3.0
 
 
$
3.0
 

In addition, certain of the Company’s employees were granted equity incentive awards in the Acquired Properties. These awards were granted with service conditions and performance and market conditions. As the awards were granted to the employees under the Company’s management agreement with the owners of the Acquired Properties, the amounts

- F-25 -


earned by the employees for the amortization of the awards at their fair value as measured at each reporting period were considered to be a component of the Company’s management fees, and then recorded a corresponding amount for compensation expense. In connection with the IPO, all of such awards vested. In exchange for the vested incentive awards, the holders received vested OP Units. During the year ended December 31, 2013, the Company recorded $6.2 million of management fee income and compensation expense based upon the face value of the OP Units issued at the date of grant.

The IPO price of $20.00 per share was based on a number of factors, including the Company's results of operations, the Company's future prospects, the economic conditions in and future prospects for the industry in which the Company competes, current market valuations of publicly traded companies considered comparable to the Company and the other factors described under the section entitled "Underwriting" in our prospectus, dated October 29, 2013 and filed with the SEC on October 31, 2013 pursuant to Rule 424(b)(4) under the Securities Act.

The methodology applied to determine the value of the awards at grant date and IPO would be substantially the same. The following table sets forth the value of the 2013 Class B Units at grant date and at the time of the IPO based on the IPO price of $20.00 per share.

Date of Grant
 
Value of Class B Units at Grant Date (in millions)
Assumed Value at IPO (in millions)
March 29, 2013
 
$
4.0
 
$
6.4
 
April 30, 2013
 
$
0.8
 
$
1.3
 
May 20, 2013
 
$
6.0
 
$
7.7
 

The increase in value between grant date and value at the IPO is due to improved operating results driven by an increase in underlying property performance and the impact of the July 2013 debt refinancing (specifically the new Unsecured Credit Facility, closed July 16, 2013).

Information with respect to Class B Units and restricted shares for the years ended December 31, 2013 and 2012 and for the period from June 28, 2011 to December 31, 2011 are as follows:
 
 
Class B Units
 
Restricted Shares
 
Aggregate Intrinsic Value
Outstanding, June 28, 2011
 

 

 
$

Vested
 

 

 

Granted
 
96,842

 

 
43,095

Forfeited
 

 

 

Outstanding, December 31, 2011
 
96,842

 

 
43,095

Vested
 

 

 

Granted
 

 

 

Forfeited
 

 

 

Outstanding, December 31, 2012
 
96,842

 

 
43,095

Vested
 
(41,990
)
 

 
(17,327
)
Granted
 
31,474

 
10

 
10,990

Forfeited
 
(16,342
)
 

 
(7,272
)
Exchanged
 
(69,984
)
 
2,072

 
 
Outstanding, December 31, 2013
 

 
2,082

 
$
29,486


During the years ended December 31, 2013 and 2012, the period from June 28, 2011 to December 31, 2011 and the period from January 1, 2011 to June 27, 2011, the Company recognized approximately $42.5 million, $6.4 million, $1.1 million and $0 respectively, of incentive-based compensation expense relating to these units as a component of General and administrative expense in the Consolidated Statements of Operations.


- F-26 -


As of December 31, 2013, there was $16.4 million of unrecognized compensation cost related to non vested stock granted under the Plan. This unrecognized compensation cost is expected to be recognized over the term of five years through 2018. The Company issues new restricted stock from its authorized shares available at the date of grant.

13.     Stockholders' Equity
Common Stock Split
On October 29, 2013, the Company effected a stock split whereby each issued and outstanding share of the Company's common stock prior to the stock split ("Old Common Stock") was automatically reclassified and became 2,409.1 fully paid and nonassessable shares of common stock, without any action required on the part of the Company or the holders of Old Common Stock. All references to share and per share amounts in the Consolidated Financial Statements and accompanying notes thereto have been retroactively restated to reflect this stock split.

Preferred Stock
As of December 31, 2012, the Company had outstanding 125 shares of Series A Redeemable Preferred Stock (“Preferred Stock”) having a liquidation preference of $10,000 per share. In connection with the IPO, the Company redeemed all of the outstanding Preferred Stock for $1.25 million.

As of December 31, 2013 and 2012, BPG Sub had outstanding 125 shares of Series A Redeemable Preferred Stock having a liquidation preference of $10,000 per share.

Dividends
Because Brixmor Property Group, Inc. is a holding company and has no material assets other than its ownership of BPG Sub shares and has no material operations other than those conducted by BPG Sub, dividends will be funded as follows:

first, the Operating Partnership will make distributions to its partners, including BPG Sub, on a pro rata basis based on their partnership interests in the Operating Partnership;
second, BPG Sub will distribute to its stockholders, including Brixmor Property Group Inc., on a pro rata basis based on their interests in BPG Sub;
third, Brixmor Property Group Inc. will distribute the amount authorized by the Company’s board of directors and declared by the Company to its common stockholders on a pro rata basis.

During the years ended December 31, 2013 and 2012, the Company paid $47.3 million and $18.9 million, respectively, of dividends to the holders of common stock. During the period from June 28, 2011 through December 31, 2011, the Company did not pay any dividends to the holders of common stock.

14.     Earnings per Share
Basic earnings per share ("EPS") is calculated by dividing net income (loss) attributable to the Company's common shareholders, including participating securities, by the weighted average number of common shares outstanding for the period. Restricted shares issued pursuant to the Company's share-based compensation program are considered participating securities, as such shares have non-forfeitable rights to receive dividends. Unvested restricted shares are not allocated net losses and/or any excess of dividends declared over net income, as such amounts are allocated entirely to the common shareholders. For the years ended December 31, 2013, 2012 and period June 28, 2011 to December 31, 2011, the Company had 2.1 million weighted average unvested restricted shares outstanding.









- F-27 -


The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the years end December 31, 2013, 2012 and the period June 28, 2011 to December 31, 2011:
 
Year Ended December 31, 2013
 
Year Ended December 31, 2012
 
Period From June 28, 2011 to December 31, 2011
 
Successor
 
Successor
 
Successor
 Numerator
 
 
 
 
 
 Income (loss) from continuing operations
$
(100,828
)
 
$
(151,599
)
 
$
155,295

 Net (income) loss attributable to noncontrolling interests
22,379

 
35,926

 
(38,310
)
 Declared dividends allocated to unvested shares
(200
)
 

 

 Preferred stock dividends
(162
)
 
(296
)
 
(137
)
 Income (loss) from continuing operations attributable to common stockholders
(78,811
)
 
(115,969
)
 
116,848

 Loss from discontinued operations, net of noncontrolling interests
(15,085
)
 
(6,894
)
 
(1,634
)
 Net income (loss) attributable to the Company's common stockholders, basic and diluted
$
(93,896
)
 
$
(122,863
)
 
$
115,214

 Denominator:
 
 
 
 
 
 Weighted average number of vested common shares outstanding
188,993

 
180,675

 
$
180,675

 
 
 
 
 
 
 Earnings (loss) per share- basic and fully diluted:
 
 
 
 
 
 Income (loss) from continuing operations
$
(0.42
)
 
$
(0.64
)
 
$
0.65

 Loss from discontinued operations
$
(0.08
)
 
$
(0.04
)
 
$
(0.01
)
 
$
(0.50
)
 
$
(0.68
)
 
$
0.64


Fully-diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into shares of common stock. The net loss attributable to non-controlling interests of the Operating Partnership and BPG Subsidiary have been excluded from the numerator and the related OP Units and BPG Subsidiary shares have been excluded from the denominator for the purpose of calculating diluted EPS as there would have been no effect had such amounts been included. For the year ended December 31, 2013, the weighted average number of OP Units and BPG Subsidiary shares outstanding was 2.8 million shares and 58.2 million shares, respectively. For the year ended December 31, 2012 and the period June 28, 2011 to December 31, 2011, the weighted average number of BPG Subsidiary shares outstanding was 58.2 million shares. For the year ended December 31, 2012 and the period June 28, 2011 to December 31, 2011, there was no outstanding OP Units. In addition, unvested restricted stock awards in the Company and BPG Subsidiary have been excluded for the year ended December 31, 2013 as they were anti-dilutive.

15.    Commitments and Contingencies
Leasing commitments
The Company periodically enters into leases in connection with ground leases for neighborhood and community shopping centers which it operates and office leases for administrative space. During the years ended December 31, 2013 and 2012, the period from June 28, 2011 to December 31, 2011 and the period from January 1, 2011 to June 27, 2011, the Company recognized rent expense associated with these leases of $9.6 million, $9.4 million $4.8 million and $4.5 million, respectively. Minimum annual rental commitments associated with these leases during the next five years and thereafter are as follows: 2014, $8.6 million; 2015, $8.6 million; 2016, $8.1 million; 2017, $8.0 million; 2018, $7.3 million and thereafter, $93.6 million.

Insurance captive
In April 2007, the Company formed a wholly owned captive insurance company, ERT-CIC, LLC (“ERT CIC”) which underwrote the first layer of general liability insurance programs for the Company’s wholly owned, majority owned and joint venture properties. The Company formed ERT-CIC as part of its overall risk management program and to

- F-28 -


stabilize insurance costs, manage exposure and recoup expenses through the functions of the captive program. The Company capitalized ERT CIC in accordance with the applicable regulatory requirements. ERT CIC established annual premiums based on projections derived from the past loss experience of the Company’s properties. ERT CIC engaged an independent third party to perform an actuarial estimate of future projected claims, related deductibles and projected expenses necessary to fund associated risk management programs. Premiums paid to ERT CIC may be adjusted based on this estimate and may be reimbursed by tenants pursuant to specific lease terms.

During 2012, the Company replaced ERT-CIC with a newly formed, wholly owned captive insurance company, Brixmor Incap, LLC (“Incap”). Incap underwrites the first layer of general liability insurance programs for the Company’s wholly owned, majority owned and joint venture properties. The Company formed Incap as part of its overall risk management program and to stabilize insurance costs, manage exposure and recoup expenses through the functions of the captive program. The Company has capitalized Incap in accordance with the applicable regulatory requirements. Incap established annual premiums based on projections derived from the past loss experience of the Company’s properties. Incap has engaged an independent third party to perform an actuarial estimate of future projected claims, related deductibles and projected expenses necessary to fund associated risk management programs.

Premiums paid to Incap may be adjusted based on this estimate and may be reimbursed by tenants pursuant to specific lease terms.

Environmental matters
Under various federal, state and local laws, ordinances and regulations, the Company may be considered an owner or operator of real property or may have arranged for the disposal or treatment of hazardous or toxic substances. As a result, the Company may be liable for certain costs including removal, remediation, government fines and injuries to persons and property. The Company does not believe that any resulting liability from such matters will have a material adverse effect on the financial position, results of operations or liquidity of the Company.

Other legal matters
The Company is subject to various other legal proceedings and claims that arise in the ordinary course of business. Management believes that the final outcome of such matters will not have a material adverse effect on the financial position, results of operations or liquidity of the Company.

16.    Income Taxes
The Company has elected to qualify as a REIT in accordance with the Internal Revenue Code (the “Code”). To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its adjusted REIT taxable income to its stockholders. It is management’s intention to adhere to these requirements and maintain the Company’s REIT status.

As a REIT, the Company generally will not be subject to federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under the Code. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years.

Even if the Company qualifies for taxation as a REIT, the Company is subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income. In addition, taxable income from non-REIT activities managed through TRS is subject to federal, state and local income taxes.

The Company is also subject to certain state and local income taxes or franchise taxes. State and local income taxes or franchise taxes were approximately $2.9 million, $2.1 million, $3.4 million and $6.5 million for the years ended December 31, 2013 and 2012, the period from June 28, 2011 to December 31, 2011 and the period from January 1, 2011 to June 27, 2011.

Taxable REIT Subsidiaries
TRS’ activities include real estate operations and an investment in an insurance company (see Note 11 for further information). In July 2013, one of the Company's TRS's converted its corporation to a limited liability company, and another TRS merged into the Operating Partnership. As such, the Company is no longer subject to federal, state and local taxes on the income earned from these entities.

- F-29 -


Income taxes have been recorded based on the asset and liability method. Under the asset and liability method, deferred income taxes are recognized for the temporary differences between the financial reporting basis and the tax basis of taxable assets and liabilities.

As of December 31, 2013 the TRS had no gross deferred tax assets or liabilities. As of December 31, 2012, the TRS had gross deferred tax assets of $371.1 million and gross deferred tax liabilities of $0.6 million.  Deferred tax assets and liabilities are primarily attributable to real estate basis differences and net operating loss carry forwards. As of December 31, 2012, a valuation allowance of $370.5 million had been established due to the uncertainty associated with realizing these deferred tax assets. Deferred tax assets and liabilities are included in Other assets and Accounts payable, accrued expenses and other liabilities, respectively, in the accompanying Consolidated Balance Sheets.

17.    Related-Party Transactions
In the ordinary course of conducting its business, the Company enters into customary agreements with its affiliates and unconsolidated joint ventures in relation to the leasing and management of its and/or its related parties' real estate assets.

As of December 31, 2013 and 2012, receivables from related parties were $6.1 million and $6.8 million, respectively, which are included in Receivables, net in the Consolidated Balance Sheets. As of December 31, 2013 and 2012, there were no material payables to related parties.

18.    Retirement Plan
The Company has a Retirement and 401(k) Savings Plan (the "Savings Plan") covering officers and employees of the Company. Participants in the Savings Plan may elect to contribute a portion of their earnings to the Savings Plan and the Company makes a matching contribution to the Savings Plan to a maximum of 3% of the employee’s eligible compensation. For the years ended December 31, 2013 and 2012, the period from June 28, 2011 to December 31, 2011 and the period from January 1, 2011 to June 27, 2011, the Company’s expense for the Savings Plan was approximately $1.3 million, $1.3 million, $0.7 million and $0.7 million, respectively.

19.    Supplemental Financial Information
The following represents the results of income for each quarter during the years 2013 and 2012:

 
Total
Revenues (1)
Net Income/(Loss) Attributable to the Company
Net Income per Share - Basic
Net Income per Share - Diluted
Year Ended December 31, 2013:
 
 
 
 
        First quarter
$
284,625

$
(19,497
)
$
(0.11
)
$
(0.11
)
        Second quarter
$
285,073

$
(43,261
)
$
(0.24
)
$
(0.24
)
        Third quarter
$
292,972

$
(18,839
)
$
(0.10
)
$
(0.10
)
        Fourth quarter
$
312,027

$
(12,099
)
$
(0.06
)
$
(0.06
)
 
 
 
 
 
Year Ended December 31, 2012:
 
 
 
 
        First quarter
$
277,852

$
(37,918
)
$
(0.21
)
$
(0.21
)
        Second quarter
$
275,953

$
(34,112
)
$
(0.19
)
$
(0.19
)
        Third quarter
$
280,018

$
(28,348
)
$
(0.16
)
$
(0.16
)
        Fourth quarter
$
285,349

$
(22,485
)
$
(0.12
)
$
(0.12
)
(1) Amounts have been adjusted to give effect to the Company's discontinued operations.




- F-30 -



20.    Subsequent Events
In preparing the Consolidated Financial Statements, the Company has evaluated events and transactions occurring after December 31, 2013 for recognition or disclosure purposes. Based on this evaluation, from December 31, 2013 through to the date the financial statements were issued, the following events have been identified:

On January 15, 2014, the Company completed a cash tender offer (the “Tender Offer”) pursuant to which the Company purchased 55.1% of the securities (the “Notes”) listed in the table below for an aggregate principal amount of $57.7 million. The offer was made pursuant to requirements set forth in the indenture governing the Notes (the "Indenture"), which provided that holders of the Notes had the right to require the Company to repurchase such Notes from holders for cash on January 15, 2014 (the "Payment Date").

Title of Security
 
Principal Amount Outstanding
 
Principal Amount Validly Tendered
7.97% Senior Unsecured Notes due August 14, 2026
 
$
10,000

 
 
$
7,138

 
7.65% Senior Unsecured Notes due November 2, 2026
 
25,000
 
 
 
15,362
 
 
7.68% Senior Unsecured Notes due November 2, 2026
 
10,000
 
 
 
10,000
 
 
7.68% Senior Unsecured Notes due November 2, 2026
 
9,602
 
 
 
4,467
 
 
6.90% Senior Unsecured Notes due February 15, 2028
 
25,000
 
 
 
14,356
 
 
6.90% Senior Unsecured Notes due February 15, 2028
 
25,000
 
 
 
6,327
 
 
 
 
$
104,602

 
 
$
57,650

 

The outstanding principal balance of the Notes was $104.6 million prior to the completion of the Tender Offer. The remaining outstanding balance of these notes will be repaid during 2026 and 2028. Holders who validly tendered their Notes on or prior to midnight, New York City time, on Tuesday, January 14, 2014 (the “Expiration Date”) were eligible to receive $1,000.00 per $1,000.00 principal amount of Notes (the “Tender Consideration”). Holders of the Notes who validly tendered their Notes before the Expiration Date also received accrued and unpaid interest on their Notes purchased pursuant to the Tender Offer from the last interest payment date to, but not including the payment date for the Notes purchased in the Tender Offer. The Notes purchased pursuant to the Tender Offer were cancelled and retired. Proceeds from the Unsecured Credit Facility were used to pay the bondholders under the Tender Offer.

In addition, pursuant to the Indenture, the covenant contained in the Indenture restricting the Company or any subsidiary of the Company from selling or transferring any real property (or any equity interest in an entity whose principal asset is real property) or the right to receive income or profits from such real property to any affiliate of the Company that is not a subsidiary thereof or to any entity that owns an equity interest in the Company expired and lapsed on January 15, 2014. See Note 1 - Initial Public Offering and IPO Property Transfers” for discussion of the transfer of Non-Core Properties to the pre-IPO owners of BPG on January 15, 2014.

On March 11, 2014, the Board of Directors approved grants of 625,750 restricted stock awards to certain employees of the Company.  The awards were granted with certain performance, market and service conditions.  The fair value of the awards granted with market conditions will be recognized over the term of the award and the awards granted with performance conditions will be recognized as the applicable performance and service conditions are met.  Under the terms of the awards, the holder can earn up to a maximum of 150% of the award based on the actual results of the performance and market conditions.


- F-31 -



BRIXMOR PROPERTY GROUP, INC.

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(in thousands)


 
 
 
 Additions
 
Deductions
 
 
 
Balance at Beginning of Period
 
Charged / (Credited) to
Bad Debt Expense
 
Accounts Receivable
Written Off
 
Balance at
End of
Period
 
 
 
 
 
 
 
 
Allowance for doubtful accounts:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Company
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year ended December 31, 2013
$
27,479

 
$
12,490

 
$
(10,590
)
 
$
29,379

 
 
 
 
 
 
 
 
Year ended December 31, 2012
$
35,066

 
$
11,283

 
$
(18,870
)
 
$
27,479

 
 
 
 
 
 
 
 
Period from June 28 through December 31, 2011
$
36,636

 
$
9,556

 
$
(11,126
)
 
$
35,066

 
 
 
 
 
 
 
 
Predecessor
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Period from January 1 through June 27, 2011
$
36,551

 
$
13,387

 
$
(13,302
)
 
$
36,636

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Additions
 
Deductions
 
 
 
Balance at Beginning of Period
 
Charged / (Credited) to
Expense
 
Written Off
 
Balance at
End of
Period
 
 
 
 
 
 
 
 
Reserve for straight-line rents:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Company
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year ended December 31, 2013
$
458

 
$
672

 
$
(219
)
 
$
911

 
 
 
 
 
 
 
 
Year ended December 31, 2012
$
358

 
$
100

 
$

 
$
458

 
 
 
 
 
 
 
 
Period from June 28 through December 31, 2011
$

 
$
358

 
$

 
$
358

 
 
 
 
 
 
 
 
Predecessor
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Period from January 1 through June 27, 2011
$
3,313

 
$
(620
)
 
$

 
$
2,693



- F-32 -



BRIXMOR PROPERTY GROUP, INC.

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
(in thousands)

 
 
 
 
 
 
 
 
 
Cost Capitalized
 
Gross Amount at Which Carried
 
 
 
 
 
 
 
Life on Which
 
 
 
 
 
Initial Cost to Company
 
Subsequent to
 
at the Close of the Period
 
 
 
 
 
 
 
Depreciated -
 
 
 
 
 
 
 
Building &
 
Acquisition
 
 
 
Building &
 
 
 
Accumulated
 
Year
 
Date
 
Latest Income
Description
 
Encumbrances
 
Land
 
Improvements
 
Improvements
 
Land
 
Improvements
 
Total
 
Depreciation
 
Constructed (1)
 
Acquired
 
Statement
Winchester Plaza
Huntsville, AL
 
(6,896
)
 
2,634

 
12,252

 
55

 
2,634

 
12,307

 
14,941

 
(99
)
 
2006
 
Oct-13
 
40 years
Springdale
Mobile, AL
 
(36,907
)
 
7,460

 
39,380

 
2,495

 
7,460

 
41,875

 
49,335

 
(9,706
)
 
2004
 
Jun-11
 
40 years
Payton Park
Sylacauga, AL
 
(10,005
)
 
1,830

 
14,444

 
255

 
1,830

 
14,699

 
16,529

 
(2,515
)
 
1995
 
Jun-11
 
40 years
Shops of Tuscaloosa
Tuscaloosa, AL
 
(6,578
)
 
1,535

 
11,824

 
1

 
1,535

 
11,825

 
13,360

 
(103
)
 
2005
 
Oct-13
 
40 years
Glendale Galleria
Glendale, AZ
 

 
4,070

 
7,548

 
11

 
4,070

 
7,559

 
11,629

 
(817
)
 
1991
 
Jun-11
 
40 years
Northmall Centre
Tucson, AZ
 
(16,774
)
 
3,140

 
18,882

 
114

 
3,140

 
18,996

 
22,136

 
(2,262
)
 
1996
 
Jun-11
 
40 years
Applegate Ranch Shopping Cente
Atwater, CA
 
(11,528
)
 
4,033

 
25,585

 

 
4,033

 
25,585

 
29,618

 
(273
)
 
2006
 
Oct-13
 
40 years
Bakersfield Plaza
Bakersfield, CA
 
(13,739
)
 
4,000

 
25,537

 
1,828

 
4,000

 
27,365

 
31,365

 
(4,582
)
 
2013
 
Jun-11
 
40 years
Carmen Plaza
Camarillo, CA
 
(18,451
)
 
5,410

 
19,784

 
511

 
5,410

 
20,295

 
25,705

 
(2,625
)
 
2000
 
Jun-11
 
40 years
Plaza Rio Vista
Cathedral, CA
 
(8,312
)
 
2,465

 
12,689

 
(7
)
 
2,465

 
12,682

 
15,147

 
(97
)
 
2005
 
Oct-13
 
40 years
Clovis Commons
Clovis, CA
 
(22,449
)
 
12,943

 
39,578

 

 
12,943

 
39,578

 
52,521

 
(491
)
 
2004
 
Oct-13
 
40 years
Cudahy Plaza
Cudahy, CA
 
(4,550
)
 
4,490

 
13,474

 
42

 
4,490

 
13,516

 
18,006

 
(2,391
)
 
1994
 
Jun-11
 
40 years
University Mall
Davis, CA
 

 
4,270

 
18,372

 
1,120

 
4,270

 
19,492

 
23,762

 
(2,290
)
 
2011
 
Jun-11
 
40 years
Felicita Plaza
Escondido, CA
 

 
4,280

 
12,464

 
114

 
4,280

 
12,578

 
16,858

 
(1,570
)
 
2001
 
Jun-11
 
40 years
Arbor-Broadway Faire
Fresno, CA
 
(15,553
)
 
5,940

 
34,123

 
555

 
5,940

 
34,678

 
40,618

 
(5,107
)
 
1993
 
Jun-11
 
40 years
Lompoc Shopping Center
Lompoc, CA
 
(9,900
)
 
4,670

 
16,321

 
1,514

 
4,670

 
17,835

 
22,505

 
(2,862
)
 
2012
 
Jun-11
 
40 years
Briggsmore Plaza
Modesto, CA
 

 
2,140

 
12,257

 
35

 
2,140

 
12,292

 
14,432

 
(1,880
)
 
1998
 
Jun-11
 
40 years
Montebello Plaza
Montebello, CA
 
(36,569
)
 
13,360

 
33,743

 
5,097

 
13,360

 
38,840

 
52,200

 
(5,076
)
 
2012
 
Jun-11
 
40 years
California Oaks Center
Murrieta, CA
 
(10,100
)
 
5,180

 
15,441

 
381

 
5,180

 
15,822

 
21,002

 
(2,290
)
 
1990
 
Jun-11
 
40 years
Esplanade Shopping Center
Oxnard, CA
 

 
6,630

 
61,524

 
4,885

 
6,630

 
66,409

 
73,039

 
(6,942
)
 
2012
 
Jun-11
 
40 years
Pacoima Center
Pacoima, CA
 
(10,900
)
 
7,050

 
15,955

 
482

 
7,050

 
16,437

 
23,487

 
(2,825
)
 
1995
 
Jun-11
 
40 years
Paradise Plaza
Paradise, CA
 

 
1,820

 
8,981

 
(40
)
 
1,820

 
8,941

 
10,761

 
(1,978
)
 
1997
 
Jun-11
 
40 years
Metro 580
Pleasanton, CA
 

 
10,500

 
19,409

 
60

 
10,500

 
19,469

 
29,969

 
(2,413
)
 
2004
 
Jun-11
 
40 years
Rose Pavilion
Pleasanton, CA
 

 
16,789

 
59,235

 
443

 
16,789

 
59,678

 
76,467

 
(6,010
)
 
2005
 
Jun-11
 
40 years
Puente Hills Town Center
Rowland Heights, CA
 
(29,000
)
 
15,670

 
39,997

 
423

 
15,670

 
40,420

 
56,090

 
(5,149
)
 
1984
 
Jun-11
 
40 years
San Bernardino Center
San Bernardino, CA
 

 
2,510

 
9,537

 
108

 
2,510

 
9,645

 
12,155

 
(2,112
)
 
2003
 
Jun-11
 
40 years
Ocean View Plaza
San Clemente, CA
 

 
15,750

 
30,757

 
325

 
15,750

 
31,082

 
46,832

 
(3,910
)
 
1997
 
Jun-11
 
40 years
Mira Mesa Mall
San Diego, CA
 

 
14,870

 
75,271

 
317

 
14,870

 
75,588

 
90,458

 
(8,092
)
 
2003
 
Jun-11
 
40 years
San Dimas Plaza
San Dimas, CA
 

 
11,490

 
20,775

 
5,466

 
15,101

 
22,630

 
37,731

 
(2,489
)
 
2013
 
Jun-11
 
40 years
Bristol Plaza
Santa Ana, CA
 
(8,241
)
 
9,110

 
21,367

 
77

 
9,110

 
21,444

 
30,554

 
(2,784
)
 
2003
 
Jun-11
 
40 years
Gateway Plaza
Santa Fe Springs, CA
 
(23,300
)
 
9,980

 
31,263

 
85

 
9,980

 
31,348

 
41,328

 
(3,776
)
 
2002
 
Jun-11
 
40 years
Santa Paula Shopping Center
Santa Paula, CA
 

 
3,520

 
18,079

 
658

 
3,520

 
18,737

 
22,257

 
(3,158
)
 
1995
 
Jun-11
 
40 years
Vail Ranch Center
Temecula, CA
 
(27,478
)
 
3,750

 
22,933

 
97

 
3,750

 
23,030

 
26,780

 
(3,089
)
 
2003
 
Jun-11
 
40 years
Country Hills Shopping Center
Torrance, CA
 
(4,400
)
 
3,630

 
8,716

 
165

 
3,630

 
8,881

 
12,511

 
(833
)
 
1977
 
Jun-11
 
40 years
Gateway Plaza - Vallejo
Vallejo, CA
 
(47,900
)
 
11,880

 
73,594

 
6,016

 
11,880

 
79,610

 
91,490

 
(8,750
)
 
1991
 
Jun-11
 
40 years
Arvada Plaza
Arvada, CO
 

 
1,160

 
7,378

 
114

 
1,160

 
7,492

 
8,652

 
(1,454
)
 
1994
 
Jun-11
 
40 years
Aurora Plaza
Aurora, CO
 

 
3,910

 
9,309

 
732

 
3,910

 
10,041

 
13,951

 
(2,231
)
 
1996
 
Jun-11
 
40 years
Arapahoe Crossings (New)
Aurora, CO
 

 
13,676

 
56,971

 
(78
)
 
13,676

 
56,893

 
70,569

 
(1,820
)
 
2003
 
Jul-13
 
40 years
Villa Monaco
Denver, CO
 
(8,318
)
 
3,090

 
7,551

 
2,528

 
3,090

 
10,079

 
13,169

 
(1,098
)
 
2013
 
Jun-11
 
40 years
Superior Marketplace
Superior, CO
 
(26,716
)
 
7,090

 
37,670

 
489

 
7,090

 
38,159

 
45,249

 
(5,297
)
 
2004
 
Jun-11
 
40 years
Westminster City Center
Westminster, CO
 
(47,000
)
 
6,040

 
45,099

 
1,848

 
6,040

 
46,947

 
52,987

 
(5,570
)
 
2013
 
Jun-11
 
40 years
Freshwater - Stateline Plaza
Enfield, CT
 
(18,150
)
 
3,350

 
30,383

 
1,080

 
3,350

 
31,463

 
34,813

 
(3,829
)
 
2004
 
Jun-11
 
40 years

- F-33 -



The Shoppes at Fox Run
Glastonbury, CT
 
(15,194
)
 
3,550

 
23,162

 
2,096

 
3,550

 
25,258

 
28,808

 
(2,601
)
 
2012
 
Jun-11
 
40 years
Groton Square
Groton, CT
 
(21,846
)
 
2,730

 
28,311

 
494

 
2,730

 
28,805

 
31,535

 
(3,191
)
 
1987
 
Jun-11
 
40 years
Parkway Plaza
Hamden, CT
 
(8,200
)
 
4,100

 
7,844

 
(11
)
 
4,100

 
7,833

 
11,933

 
(1,156
)
 
2006
 
Jun-11
 
40 years
Killingly Plaza
Killingly, CT
 
(9,522
)
 
1,270

 
2,580

 
622

 
1,270

 
3,202

 
4,472

 
(380
)
 
1990
 
Jun-11
 
40 years
The Manchester Collection
Manchester, CT
 
(31,016
)
 
9,180

 
54,467

 
381

 
9,180

 
54,848

 
64,028

 
(6,591
)
 
2001
 
Jun-11
 
40 years
Chamberlain Plaza
Meriden, CT
 
(3,169
)
 
1,260

 
4,620

 
73

 
1,260

 
4,693

 
5,953

 
(672
)
 
2004
 
Jun-11
 
40 years
Milford Center
Milford, CT
 

 
1,140

 
2,776

 
43

 
1,140

 
2,819

 
3,959

 
(399
)
 
1966
 
Jun-11
 
40 years
Turnpike Plaza
Newington, CT
 
(20,500
)
 
3,920

 
23,880

 
5

 
3,920

 
23,885

 
27,805

 
(2,702
)
 
2004
 
Jun-11
 
40 years
North Haven Crossing
North Haven, CT
 
(10,575
)
 
5,430

 
16,371

 
275

 
5,430

 
16,646

 
22,076

 
(2,187
)
 
1993
 
Jun-11
 
40 years
Christmas Tree Plaza
Orange, CT
 
(4,627
)
 
4,870

 
15,160

 
(65
)
 
4,870

 
15,095

 
19,965

 
(2,397
)
 
1996
 
Jun-11
 
40 years
Stratford Square
Stratford, CT
 
(13,417
)
 
5,970

 
12,433

 
306

 
5,970

 
12,739

 
18,709

 
(2,232
)
 
2013
 
Jun-11
 
40 years
Torrington Plaza
Torrington, CT
 
(9,234
)
 
2,180

 
13,446

 
1,149

 
2,180

 
14,595

 
16,775

 
(1,758
)
 
1994
 
Jun-11
 
40 years
Waterbury Plaza
Waterbury, CT
 
(16,535
)
 
5,420

 
18,062

 
16

 
5,420

 
18,078

 
23,498

 
(2,803
)
 
2000
 
Jun-11
 
40 years
Waterford Commons
Waterford, CT
 
(25,491
)
 
4,990

 
45,642

 
2,415

 
4,990

 
48,057

 
53,047

 
(5,663
)
 
2004
 
Jun-11
 
40 years
North Dover Shopping Center
Dover, DE
 
(16,100
)
 
3,100

 
20,466

 
841

 
3,100

 
21,307

 
24,407

 
(3,339
)
 
2013
 
Jun-11
 
40 years
Apopka Commons
Apopka, FL
 

 
860

 
3,867

 
62

 
658

 
4,131

 
4,789

 
(517
)
 
2010
 
Jun-11
 
40 years
Brooksville Square
Brooksville, FL
 

 
4,140

 
12,357

 
865

 
4,140

 
13,222

 
17,362

 
(1,402
)
 
2013
 
Jun-11
 
40 years
Coastal Way - Coastal Landing
Brooksville, FL
 
(28,523
)
 
8,840

 
34,027

 
279

 
8,840

 
34,306

 
43,146

 
(4,742
)
 
2004
 
Jun-11
 
40 years
MIdpoint Center
Cape Coral, FL
 

 
4,251

 
13,226

 
(1
)
 
4,251

 
13,225

 
17,476

 
(106
)
 
2002
 
Oct-13
 
40 years
Clearwater Mall
Clearwater, FL
 
(50,076
)
 
15,300

 
55,060

 
1,275

 
15,300

 
56,335

 
71,635

 
(6,401
)
 
2012
 
Jun-11
 
40 years
Coconut Creek
Coconut Creek, FL
 
(16,613
)
 
7,400

 
25,600

 
(41
)
 
7,400

 
25,559

 
32,959

 
(2,881
)
 
2005
 
Jun-11
 
40 years
Century Plaza Shopping Center
Deerfield Beach, FL
 
(12,300
)
 
3,050

 
8,688

 
(198
)
 
3,050

 
8,490

 
11,540

 
(1,682
)
 
2006
 
Jun-11
 
40 years
Northgate S.C.
DeLand, FL
 

 
3,500

 
11,008

 
117

 
3,500

 
11,125

 
14,625

 
(1,775
)
 
1993
 
Jun-11
 
40 years
Eustis Village
Eustis, FL
 
(12,364
)
 
3,789

 
20,779

 
1

 
3,789

 
20,780

 
24,569

 
(181
)
 
2002
 
Oct-13
 
40 years
First Street Village
Fort Meyers, FL
 
(5,460
)
 
2,374

 
8,467

 
14

 
2,374

 
8,481

 
10,855

 
(78
)
 
2006
 
Oct-13
 
40 years
Sun Plaza
Ft. Walton Beach, FL
 
(5,447
)
 
4,480

 
12,658

 
22

 
4,480

 
12,680

 
17,160

 
(2,018
)
 
2004
 
Jun-11
 
40 years
Normandy Square
Jacksonville, FL
 
(4,368
)
 
1,930

 
5,567

 
211

 
1,930

 
5,778

 
7,708

 
(1,185
)
 
1996
 
Jun-11
 
40 years
Regency Park
Jacksonville, FL
 
(12,432
)
 
6,240

 
15,561

 
(83
)
 
6,240

 
15,478

 
21,718

 
(3,113
)
 
2006
 
Jun-11
 
40 years
The Shoppes at Southside
Jacksonville, FL
 

 
6,720

 
19,451

 
34

 
6,720

 
19,485

 
26,205

 
(2,600
)
 
2004
 
Jun-11
 
40 years
Ventura Downs
Kissimmee, FL
 
(6,468
)
 
3,580

 
8,237

 
33

 
3,580

 
8,270

 
11,850

 
(1,493
)
 
2005
 
Jun-11
 
40 years
Marketplace at Wycliffe
Lake Worth, FL
 
(19,503
)
 
7,930

 
16,228

 
222

 
7,930

 
16,450

 
24,380

 
(1,975
)
 
2002
 
Jun-11
 
40 years
Venetian Isle Shopping Ctr
Lighthouse Point, FL
 

 
8,270

 
15,030

 
(101
)
 
8,270

 
14,929

 
23,199

 
(1,965
)
 
1992
 
Jun-11
 
40 years
Marco Town Center
Marco Island, FL
 
(16,125
)
 
7,235

 
27,491

 
(62
)
 
7,235

 
27,429

 
34,664

 
(275
)
 
2001
 
Oct-13
 
40 years
Mall at 163rd Street
Miami, FL
 

 
9,450

 
36,810

 
(23
)
 
9,450

 
36,787

 
46,237

 
(4,671
)
 
2007
 
Jun-11
 
40 years
Miami Gardens
Miami, FL
 
(23,187
)
 
8,876

 
17,596

 
279

 
8,876

 
17,875

 
26,751

 
(2,801
)
 
1996
 
Jun-11
 
40 years
Freedom Square
Naples, FL
 

 
4,760

 
15,328

 
141

 
4,760

 
15,469

 
20,229

 
(2,166
)
 
1995
 
Jun-11
 
40 years
Naples Plaza
Naples, FL
 
(17,400
)
 
9,200

 
20,738

 
8,678

 
9,200

 
29,416

 
38,616

 
(3,140
)
 
2013
 
Jun-11
 
40 years
Park Shore Shopping Center
Naples, FL
 
(14,600
)
 
4,750

 
16,555

 
1,191

 
4,750

 
17,746

 
22,496

 
(3,563
)
 
2013
 
Jun-11
 
40 years
Southgate
New Port Richey, FL
 
(6,886
)
 
6,730

 
14,382

 
1,807

 
6,730

 
16,189

 
22,919

 
(2,116
)
 
2012
 
Jun-11
 
40 years
Chelsea Place
New Port Richey, FL
 

 
3,303

 
9,879

 

 
3,303

 
9,879

 
13,182

 
(123
)
 
1992
 
Oct-13
 
40 years
Presidential Plaza
North Lauderdale, FL
 

 
2,070

 
5,634

 
120

 
2,070

 
5,754

 
7,824

 
(870
)
 
2006
 
Jun-11
 
40 years
Fashion Square
Orange Park, FL
 
(7,517
)
 
1,770

 
3,842

 
268

 
1,770

 
4,110

 
5,880

 
(577
)
 
1996
 
Jun-11
 
40 years
Colonial Marketplace
Orlando, FL
 
(15,197
)
 
4,230

 
20,242

 
146

 
4,230

 
20,388

 
24,618

 
(2,533
)
 
2006
 
Jun-11
 
40 years
Pointe Orlando
Orlando, FL
 
(6,957
)
 
6,120

 
56,697

 
3,112

 
6,120

 
59,809

 
65,929

 
(6,524
)
 
2013
 
Jun-11
 
40 years
Hunters Creek
Orlando, FL
 
(8,300
)
 
3,589

 
6,908

 
(1
)
 
3,589

 
6,907

 
10,496

 
(127
)
 
1998
 
Oct-13
 
40 years
Conway Crossing
Orlando, FL
 

 
3,208

 
12,496

 
(18
)
 
3,208

 
12,478

 
15,686

 
(118
)
 
2002
 
Oct-13
 
40 years
Martin Downs Town Center
Palm City, FL
 
(5,764
)
 
1,660

 
9,946

 
(1
)
 
1,660

 
9,945

 
11,605

 
(88
)
 
1996
 
Oct-13
 
40 years
Martin Downs Village Center
Palm City, FL
 
(16,139
)
 
5,319

 
28,999

 
(184
)
 
5,319

 
28,815

 
34,134

 
(279
)
 
1987
 
Oct-13
 
40 years
23rd Street Station
Panama City, FL
 
(8,301
)
 
3,120

 
9,115

 
(6
)
 
3,120

 
9,109

 
12,229

 
(1,463
)
 
1995
 
Jun-11
 
40 years
Panama City Square
Panama City, FL
 
(17,089
)
 
5,690

 
15,789

 
1,553

 
5,690

 
17,342

 
23,032

 
(3,215
)
 
2013
 
Jun-11
 
40 years

- F-34 -



Pensacola Square
Pensacola, FL
 

 
2,630

 
10,404

 
243

 
2,630

 
10,647

 
13,277

 
(1,489
)
 
1995
 
Jun-11
 
40 years
Shopper's Haven Shopping Ctr
Pompano Beach, FL
 
(14,960
)
 
7,700

 
19,256

 
865

 
7,700

 
20,121

 
27,821

 
(2,848
)
 
1998
 
Jun-11
 
40 years
Shoppes of Victoria Square
Port St. Lucie, FL
 
(13,651
)
 
3,450

 
6,789

 
(6
)
 
3,450

 
6,783

 
10,233

 
(1,271
)
 
1990
 
Jun-11
 
40 years
East Port Plaza
Port St. Lucie, FL
 
(6,140
)
 
4,099

 
22,497

 
21

 
4,099

 
22,518

 
26,617

 
(216
)
 
1991
 
Oct-13
 
40 years
Lake St. Charles
Riverview, FL
 
(4,589
)
 
2,801

 
6,966

 

 
2,801

 
6,966

 
9,767

 
(56
)
 
1999
 
Oct-13
 
40 years
Cobblestone Village I and II
Royal Palm Beach, FL
 
(9,994
)
 
2,700

 
5,473

 
(191
)
 
2,700

 
5,282

 
7,982

 
(497
)
 
2005
 
Jun-11
 
40 years
Sarasota Village
Sarasota, FL
 
(10,132
)
 
5,190

 
12,728

 
3,241

 
5,190

 
15,969

 
21,159

 
(1,736
)
 
2011
 
Jun-11
 
40 years
Beneva Village Shops
Sarasota, FL
 
(9,913
)
 
3,489

 
18,385

 
14

 
3,489

 
18,399

 
21,888

 
(226
)
 
1987
 
Oct-13
 
40 years
Atlantic Plaza
Satellite Beach, FL
 
(8,768
)
 
2,630

 
11,609

 
(4
)
 
2,630

 
11,605

 
14,235

 
(1,364
)
 
2008
 
Jun-11
 
40 years
Seminole Plaza
Seminole, FL
 
(6,918
)
 
3,870

 
8,410

 
311

 
3,870

 
8,721

 
12,591

 
(910
)
 
1995
 
Jun-11
 
40 years
Cobblestone Village
St. Augustine, FL
 
(27,558
)
 
7,260

 
33,257

 
297

 
7,260

 
33,554

 
40,814

 
(4,465
)
 
2003
 
Jun-11
 
40 years
Dolphin Village
St. Pete Beach, FL
 
(10,351
)
 
9,882

 
16,218

 
346

 
9,882

 
16,564

 
26,446

 
(195
)
 
1990
 
Oct-13
 
40 years
Rutland Plaza
St. Petersburg, FL
 
(9,023
)
 
3,880

 
8,513

 
162

 
3,880

 
8,675

 
12,555

 
(1,782
)
 
2002
 
Jun-11
 
40 years
Skyway Plaza
St. Petersburg, FL
 
(7,133
)
 
2,200

 
7,673

 
(459
)
 
2,200

 
7,214

 
9,414

 
(1,225
)
 
2002
 
Jun-11
 
40 years
Tyrone Gardens
St. Petersburg, FL
 

 
5,690

 
10,456

 
153

 
5,690

 
10,609

 
16,299

 
(2,709
)
 
1998
 
Jun-11
 
40 years
Bay Point Plaza
St. Petersburg, FL
 

 
4,025

 
13,061

 
(20
)
 
4,025

 
13,041

 
17,066

 
(215
)
 
2002
 
Oct-13
 
40 years
Downtown Publix
Stuart, FL
 
(11,405
)
 
1,770

 
12,909

 
(72
)
 
1,770

 
12,837

 
14,607

 
(1,737
)
 
2000
 
Jun-11
 
40 years
Sunrise Town Center
Sunrise, FL
 
(9,712
)
 
9,166

 
10,337

 
179

 
9,166

 
10,516

 
19,682

 
(173
)
 
1989
 
Oct-13
 
40 years
Carrollwood Center
Tampa, FL
 
(9,907
)
 
3,749

 
15,194

 
(39
)
 
3,749

 
15,155

 
18,904

 
(173
)
 
2002
 
Oct-13
 
40 years
Ross Plaza
Tampa, FL
 
(11,089
)
 
2,808

 
12,203

 
2

 
2,808

 
12,205

 
15,013

 
(147
)
 
1996
 
Oct-13
 
40 years
Tarpon Mall
Tarpon Springs, FL
 
(17,859
)
 
7,800

 
14,221

 
1,281

 
7,800

 
15,502

 
23,302

 
(2,036
)
 
2003
 
Jun-11
 
40 years
Venice Plaza
Venice, FL
 
(5,518
)
 
3,245

 
14,650

 
(33
)
 
3,245

 
14,617

 
17,862

 
(121
)
 
1999
 
Oct-13
 
40 years
Venice Shopping Center
Venice, FL
 
(4,109
)
 
2,555

 
6,846

 
5

 
2,555

 
6,851

 
9,406

 
(72
)
 
2000
 
Oct-13
 
40 years
Governors Town Squre
Acworth, GA
 
(9,579
)
 
2,605

 
14,243

 

 
2,605

 
14,243

 
16,848

 
(140
)
 
2005
 
Oct-13
 
40 years
Albany Plaza
Albany, GA
 
(2,911
)
 
1,840

 
3,221

 
54

 
1,840

 
3,275

 
5,115

 
(713
)
 
1995
 
Jun-11
 
40 years
Mansell Crossing
Alpharetta, GA
 
(34,626
)
 
19,839

 
34,689

 
200

 
19,839

 
34,889

 
54,728

 
(5,992
)
 
2005
 
Jun-11
 
40 years
Perlis Plaza
Americus, GA
 
(7,105
)
 
1,170

 
4,892

 
335

 
1,170

 
5,227

 
6,397

 
(1,331
)
 
1972
 
Jun-11
 
40 years
Northeast Plaza
Atlanta, GA
 
(20,809
)
 
5,370

 
38,776

 
343

 
5,370

 
39,119

 
44,489

 
(5,222
)
 
2013
 
Jun-11
 
40 years
Augusta West Plaza
Augusta, GA
 
(5,248
)
 
1,070

 
8,643

 
(169
)
 
1,070

 
8,474

 
9,544

 
(1,934
)
 
2006
 
Jun-11
 
40 years
Sweetwater Village
Austell, GA
 

 
1,080

 
3,119

 
61

 
1,080

 
3,180

 
4,260

 
(581
)
 
1985
 
Jun-11
 
40 years
Vineyards at Chateau Elan
Braselton, GA
 
(9,084
)
 
2,202

 
14,690

 

 
2,202

 
14,690

 
16,892

 
(124
)
 
2002
 
Oct-13
 
40 years
Cedar Plaza
Cedartown, GA
 

 
1,550

 
4,702

 
8

 
1,550

 
4,710

 
6,260

 
(1,285
)
 
1994
 
Jun-11
 
40 years
Conyers Plaza
Conyers, GA
 
(10,800
)
 
3,870

 
13,010

 
43

 
3,870

 
13,053

 
16,923

 
(2,097
)
 
2001
 
Jun-11
 
40 years
Cordele Square
Cordele, GA
 
(5,383
)
 
2,050

 
5,625

 
98

 
2,050

 
5,723

 
7,773

 
(1,503
)
 
2002
 
Jun-11
 
40 years
Habersham Crossing
Cornelia, GA
 

 
680

 
2,919

 
170

 
680

 
3,089

 
3,769

 
(500
)
 
1990
 
Jun-11
 
40 years
Covington Gallery
Covington, GA
 
(6,870
)
 
3,280

 
8,698

 
43

 
3,280

 
8,741

 
12,021

 
(1,552
)
 
1991
 
Jun-11
 
40 years
Salem Road Station
Covington, GA
 

 
670

 
11,516

 
(11
)
 
670

 
11,505

 
12,175

 
(165
)
 
2000
 
Oct-13
 
40 years
Keith Bridge Commons
Cumming, GA
 

 
1,501

 
15,163

 
(1
)
 
1,501

 
15,162

 
16,663

 
(170
)
 
2002
 
Oct-13
 
40 years
Northside
Dalton, GA
 

 
1,320

 
4,220

 
(85
)
 
1,320

 
4,135

 
5,455

 
(1,054
)
 
2001
 
Jun-11
 
40 years
Cosby Station
Douglasville, GA
 
(5,615
)
 
2,650

 
6,660

 
107

 
2,650

 
6,767

 
9,417

 
(1,185
)
 
1994
 
Jun-11
 
40 years
Park Plaza
Douglasville, GA
 
(4,441
)
 
1,470

 
2,870

 
98

 
1,470

 
2,968

 
4,438

 
(322
)
 
1986
 
Jun-11
 
40 years
Westgate
Dublin, GA
 
(6,428
)
 
1,450

 
3,991

 
43

 
1,450

 
4,034

 
5,484

 
(906
)
 
2004
 
Jun-11
 
40 years
Dublin Village
Dublin, GA
 

 
1,876

 
9,192

 

 
1,876

 
9,192

 
11,068

 
(146
)
 
2005
 
Oct-13
 
40 years
Venture Pointe
Duluth, GA
 
(10,710
)
 
2,460

 
7,995

 
4,265

 
2,460

 
12,260

 
14,720

 
(1,174
)
 
2012
 
Jun-11
 
40 years
Banks Station
Fayetteville, GA
 
(7,210
)
 
3,490

 
13,060

 
491

 
3,490

 
13,551

 
17,041

 
(2,656
)
 
2006
 
Jun-11
 
40 years
Barrett Place
Kennesaw, GA
 
(20,664
)
 
6,990

 
14,370

 
117

 
6,990

 
14,487

 
21,477

 
(3,127
)
 
1994
 
Jun-11
 
40 years
Shops of Huntcrest
Lawrenceville, GA
 
(10,061
)
 
2,093

 
18,229

 
(59
)
 
2,093

 
18,170

 
20,263

 
(175
)
 
2003
 
Oct-13
 
40 years
Mableton Walk
Mableton, GA
 
(9,867
)
 
1,660

 
9,467

 
200

 
1,660

 
9,667

 
11,327

 
(1,548
)
 
1994
 
Jun-11
 
40 years
The Village at Mableton
Mableton, GA
 
(10,100
)
 
2,040

 
6,647

 
(11
)
 
2,040

 
6,636

 
8,676

 
(1,719
)
 
1998
 
Jun-11
 
40 years
North Park
Macon, GA
 
(13,276
)
 
3,520

 
11,290

 
350

 
3,520

 
11,640

 
15,160

 
(2,566
)
 
2013
 
Jun-11
 
40 years
Marshalls at Eastlake
Marietta, GA
 

 
2,650

 
2,774

 
293

 
2,650

 
3,067

 
5,717

 
(702
)
 
1982
 
Jun-11
 
40 years

- F-35 -



New Chastain Corners
Marietta, GA
 

 
3,090

 
8,243

 
84

 
3,090

 
8,327

 
11,417

 
(1,490
)
 
2004
 
Jun-11
 
40 years
Pavilions at Eastlake
Marietta, GA
 
(18,254
)
 
4,770

 
12,874

 
295

 
4,770

 
13,169

 
17,939

 
(2,335
)
 
1996
 
Jun-11
 
40 years
Merchants Crossing
Newnan, GA
 

 
1,750

 
3,695

 
2,728

 
1,750

 
6,423

 
8,173

 
(1,358
)
 
1974
 
Jun-11
 
40 years
Perry Marketplace
Perry, GA
 
(9,280
)
 
2,540

 
7,602

 
650

 
2,540

 
8,252

 
10,792

 
(1,541
)
 
2004
 
Jun-11
 
40 years
Creekwood Village
Rex, GA
 
(5,525
)
 
1,400

 
4,893

 
(43
)
 
1,400

 
4,850

 
6,250

 
(975
)
 
1990
 
Jun-11
 
40 years
Shops of Riverdale
Riverdale, GA
 

 
640

 
2,158

 

 
640

 
2,158

 
2,798

 
(334
)
 
1995
 
Jun-11
 
40 years
Holcomb Bridge Crossing
Roswell, GA
 
(6,638
)
 
1,170

 
5,633

 
114

 
1,170

 
5,747

 
6,917

 
(1,121
)
 
1988
 
Jun-11
 
40 years
Eisenhower Square
Savannah, GA
 

 
2,980

 
7,205

 
(219
)
 
2,980

 
6,986

 
9,966

 
(1,108
)
 
1997
 
Jun-11
 
40 years
Victory Square
Savannah, GA
 

 
6,230

 
15,043

 
(44
)
 
6,080

 
15,149

 
21,229

 
(2,132
)
 
2007
 
Jun-11
 
40 years
Wisteria Village
Snellville, GA
 

 
3,130

 
8,027

 
(2,339
)
 
3,130

 
5,688

 
8,818

 
(2,060
)
 
2004
 
Jun-11
 
40 years
Universtiy Commons
Statesboro, GA
 

 
1,610

 

 

 
1,610

 

 
1,610

 

 
1994
 
Jun-11
 
40 years
Stockbridge Village
Stockbridge, GA
 
(24,667
)
 
6,210

 
17,734

 
746

 
6,210

 
18,480

 
24,690

 
(2,633
)
 
2008
 
Jun-11
 
40 years
Stone Mountain Festival
Stone Mountain, GA
 
(12,642
)
 
5,740

 
17,078

 
12

 
5,740

 
17,090

 
22,830

 
(3,045
)
 
2006
 
Jun-11
 
40 years
Wilmington Island
Wilmington Island, GA
 
(8,802
)
 
2,630

 
8,108

 
36

 
2,630

 
8,144

 
10,774

 
(117
)
 
2003
 
Oct-13
 
40 years
Davenport Retail Center
Davenport, IA
 

 
1,530

 
7,008

 
132

 
1,295

 
7,375

 
8,670

 
(945
)
 
1996
 
Jun-11
 
40 years
Kimberly West Shopping Center
Davenport, IA
 

 
1,710

 
6,467

 
251

 
1,710

 
6,718

 
8,428

 
(1,677
)
 
1987
 
Jun-11
 
40 years
Haymarket Mall
Des Moines, IA
 
(6,270
)
 
2,320

 
9,969

 
33

 
2,320

 
10,002

 
12,322

 
(2,396
)
 
2002
 
Jun-11
 
40 years
Haymarket Square
Des Moines, IA
 
(6,889
)
 
3,360

 
10,665

 
45

 
3,360

 
10,710

 
14,070

 
(2,284
)
 
2002
 
Jun-11
 
40 years
Warren Plaza
Dubuque, IA
 

 
1,740

 
7,225

 
357

 
1,740

 
7,582

 
9,322

 
(1,517
)
 
1993
 
Jun-11
 
40 years
Annex of Arlington
Arlington Heights, IL
 
(20,481
)
 
3,360

 
18,834

 
6,950

 
3,939

 
25,205

 
29,144

 
(3,160
)
 
2012
 
Jun-11
 
40 years
Ridge Plaza
Arlington Heights, IL
 

 
3,720

 
11,128

 
574

 
3,720

 
11,702

 
15,422

 
(2,152
)
 
2000
 
Jun-11
 
40 years
Bartonville Square
Bartonville, IL
 
(2,030
)
 
480

 
3,769

 
(91
)
 
480

 
3,678

 
4,158

 
(839
)
 
2001
 
Jun-11
 
40 years
Festival Center
Bradley, IL
 
(1,073
)
 
390

 
2,211

 
17

 
390

 
2,228

 
2,618

 
(546
)
 
2006
 
Jun-11
 
40 years
Southfield Plaza
Bridgeview, IL
 
(14,252
)
 
5,880

 
18,756

 
330

 
5,880

 
19,086

 
24,966

 
(3,668
)
 
2006
 
Jun-11
 
40 years
Commons of Chicago Ridge
Chicago Ridge, IL
 
(25,720
)
 
4,310

 
39,714

 
1,143

 
4,310

 
40,857

 
45,167

 
(5,015
)
 
1998
 
Jun-11
 
40 years
Rivercrest Shopping Center
Crestwood, IL
 

 
7,010

 
41,063

 
5,746

 
7,010

 
46,809

 
53,819

 
(5,886
)
 
2013
 
Jun-11
 
40 years
The Commons of Crystal Lake
Crystal Lake, IL
 

 
3,660

 
32,993

 
919

 
3,660

 
33,912

 
37,572

 
(4,147
)
 
2013
 
Jun-11
 
40 years
Elk Grove Town Center
Elk Grove Village, IL
 
(20,721
)
 
3,730

 
19,665

 
413

 
3,730

 
20,078

 
23,808

 
(2,415
)
 
1998
 
Jun-11
 
40 years
Crossroads Center
Fairview Heights, IL
 

 
3,230

 
12,498

 
4,199

 
3,230

 
16,697

 
19,927

 
(3,375
)
 
1975
 
Jun-11
 
40 years
Frankfort Crossing Sc
Frankfort, IL
 
(8,555
)
 
3,977

 
17,158

 
(5
)
 
3,977

 
17,153

 
21,130

 
(148
)
 
1992
 
Oct-13
 
40 years
Freeport Plaza
Freeport, IL
 

 
660

 
5,711

 
76

 
660

 
5,787

 
6,447

 
(1,206
)
 
2000
 
Jun-11
 
40 years
Westview Center
Hanover Park, IL
 

 
6,130

 
31,125

 
888

 
6,130

 
32,013

 
38,143

 
(4,614
)
 
1989
 
Jun-11
 
40 years
The Quentin Collection
Kildeer, IL
 
(22,144
)
 
5,780

 
27,280

 
560

 
5,780

 
27,840

 
33,620

 
(3,413
)
 
2006
 
Jun-11
 
40 years
Butterfield Square
Libertyville, IL
 
 
 
3,430

 
13,370

 
2,091

 
3,430

 
15,461

 
18,891

 
(1,932
)
 
2013
 
Jun-11
 
40 years
High Point Center
Lombard, IL
 

 
7,510

 
21,583

 
598

 
7,510

 
22,181

 
29,691

 
(3,512
)
 
1992
 
Jun-11
 
40 years
Marketplace at Matteson
Matteson, IL
 
(16,800
)
 
2,160

 
14,535

 
(3,610
)
 
2,160

 
10,925

 
13,085

 
(3,345
)
 
2000
 
Jun-11
 
40 years
Long Meadow Commons
Mundelein, IL
 
(11,900
)
 
4,700

 
11,597

 
182

 
4,700

 
11,779

 
16,479

 
(2,152
)
 
1997
 
Jun-11
 
40 years
Westridge Court
Naperville, IL
 
(16,770
)
 
11,150

 
75,719

 
4,663

 
10,560

 
80,972

 
91,532

 
(10,224
)
 
2013
 
Jun-11
 
40 years
Sterling Bazaar
Peoria, IL
 

 
2,050

 
6,667

 
348

 
2,050

 
7,015

 
9,065

 
(1,369
)
 
1992
 
Jun-11
 
40 years
Rollins Crossing
Round Lake Beach, IL
 

 
3,040

 
23,623

 
254

 
3,040

 
23,877

 
26,917

 
(2,961
)
 
1998
 
Jun-11
 
40 years
Twin Oaks Shopping Center
Silvis, IL
 

 
1,300

 
6,896

 
25

 
1,300

 
6,921

 
8,221

 
(903
)
 
1991
 
Jun-11
 
40 years
Fairhills Mall
Springfield, IL
 

 
1,830

 
6,102

 
20

 
1,830

 
6,122

 
7,952

 
(1,355
)
 
2007
 
Jun-11
 
40 years
Parkway Pointe
Springfield, IL
 

 
650

 
6,136

 
226

 
650

 
6,362

 
7,012

 
(779
)
 
1994
 
Jun-11
 
40 years
Sangamon Center North
Springfield, IL
 

 
2,350

 
9,624

 
110

 
2,350

 
9,734

 
12,084

 
(1,954
)
 
1996
 
Jun-11
 
40 years
Tinley Park Plaza
Tinley Park, IL
 
(19,075
)
 
12,250

 
22,511

 
115

 
12,250

 
22,626

 
34,876

 
(3,700
)
 
2005
 
Jun-11
 
40 years
Meridian Village Plaza
Carmel, IN
 

 
2,290

 
7,746

 
1,407

 
2,069

 
9,374

 
11,443

 
(1,162
)
 
1990
 
Jun-11
 
40 years

- F-36 -



Columbus Center
Columbus, IN
 
(10,005
)
 
1,480

 
14,740

 
430

 
1,480

 
15,170

 
16,650

 
(2,372
)
 
2005
 
Jun-11
 
40 years
Elkhart Plaza West
Elkhart, IN
 

 
770

 
6,582

 
69

 
770

 
6,651

 
7,421

 
(939
)
 
1997
 
Jun-11
 
40 years
Apple Glen Crossing
Fort Wayne, IN
 
(13,100
)
 
2,550

 
20,186

 
22

 
2,550

 
20,208

 
22,758

 
(2,465
)
 
2002
 
Jun-11
 
40 years
Elkhart Market Centre
Goshen, IN
 
(7,191
)
 
2,000

 
17,032

 
1,279

 
2,000

 
18,311

 
20,311

 
(3,011
)
 
1994
 
Jun-11
 
40 years
Marwood Plaza
Indianapolis, IN
 

 
1,720

 
5,550

 
170

 
1,720

 
5,720

 
7,440

 
(1,109
)
 
1992
 
Jun-11
 
40 years
Westlane Shopping Center
Indianapolis, IN
 
(2,917
)
 
870

 
2,975

 
6

 
870

 
2,981

 
3,851

 
(821
)
 
1982
 
Jun-11
 
40 years
Valley View Plaza
Marion, IN
 
(1,717
)
 
440

 
3,132

 
46

 
440

 
3,178

 
3,618

 
(615
)
 
1997
 
Jun-11
 
40 years
Bittersweet Plaza
Mishawaka, IN
 

 
840

 
6,839

 
88

 
840

 
6,927

 
7,767

 
(1,092
)
 
2000
 
Jun-11
 
40 years
Lincoln Plaza
New Haven, IN
 

 
780

 
6,472

 
(28
)
 
780

 
6,444

 
7,224

 
(1,089
)
 
1968
 
Jun-11
 
40 years
Speedway Super Center
Speedway, IN
 

 
8,410

 
50,006

 
823

 
8,410

 
50,829

 
59,239

 
(7,136
)
 
2010
 
Jun-11
 
40 years
Knox Plaza
Vincennes, IN
 

 
470

 

 
338

 
470

 
338

 
808

 
(9
)
 
1989
 
Jun-11
 
40 years
Sagamore Park Centre
West Lafayette, IN
 

 
2,390

 
11,150

 
243

 
2,390

 
11,393

 
13,783

 
(1,712
)
 
2003
 
Jun-11
 
40 years
Westchester Square
Lenexa, KS
 

 
3,250

 
14,555

 
120

 
3,250

 
14,675

 
17,925

 
(2,129
)
 
1987
 
Jun-11
 
40 years
West Loop Shopping Center
Manhattan, KS
 

 
2,800

 
12,622

 
3,524

 
2,800

 
16,146

 
18,946

 
(1,321
)
 
2013
 
Jun-11
 
40 years
Green River Plaza
Campbellsville, KY
 

 
4,200

 
10,567

 
671

 
4,200

 
11,238

 
15,438

 
(2,105
)
 
1989
 
Jun-11
 
40 years
Kmart Plaza
Elizabethtown, KY
 

 
2,370

 
6,119

 
93

 
2,370

 
6,212

 
8,582

 
(1,208
)
 
1992
 
Jun-11
 
40 years
Florence Plaza - Florence Square
Florence, KY
 

 
9,380

 
48,740

 
3,177

 
9,380

 
51,917

 
61,297

 
(6,945
)
 
2013
 
Jun-11
 
40 years
Highland Commons
Glasgow, KY
 

 
1,940

 
6,256

 
(4
)
 
1,940

 
6,252

 
8,192

 
(1,220
)
 
1992
 
Jun-11
 
40 years
Jeffersontown Commons
Jeffersontown, KY
 

 
3,920

 
14,866

 
(124
)
 
3,920

 
14,742

 
18,662

 
(2,662
)
 
2005
 
Jun-11
 
40 years
Mist Lake Plaza
Lexington, KY
 

 
4,200

 
10,802

 
(112
)
 
4,200

 
10,690

 
14,890

 
(2,454
)
 
1993
 
Jun-11
 
40 years
London Marketplace
London, KY
 
(8,416
)
 
1,400

 
10,362

 
200

 
1,400

 
10,562

 
11,962

 
(1,905
)
 
1994
 
Jun-11
 
40 years
Eastgate Shopping Center
Louisville, KY
 

 
4,300

 
13,975

 
156

 
4,300

 
14,131

 
18,431

 
(2,328
)
 
2002
 
Jun-11
 
40 years
Plainview Village
Louisville, KY
 

 
2,600

 
10,541

 
200

 
2,600

 
10,741

 
13,341

 
(1,789
)
 
1997
 
Jun-11
 
40 years
Stony Brook I & II
Louisville, KY
 

 
3,650

 
17,970

 
183

 
3,650

 
18,153

 
21,803

 
(2,184
)
 
1988
 
Jun-11
 
40 years
Towne Square North
Owensboro, KY
 
(6,864
)
 
2,230

 
9,048

 
124

 
2,230

 
9,172

 
11,402

 
(1,936
)
 
1988
 
Jun-11
 
40 years
Lexington Road Plaza
Versailles, KY
 

 
3,950

 
11,502

 
160

 
3,950

 
11,662

 
15,612

 
(1,946
)
 
2007
 
Jun-11
 
40 years
Karam Shopping Center
Lafayette, LA
 
(2,067
)
 
410

 
3,179

 
9

 
410

 
3,188

 
3,598

 
(686
)
 
1998
 
Jun-11
 
40 years
Iberia Plaza
New Iberia, LA
 

 
2,590

 
5,861

 
678

 
2,590

 
6,539

 
9,129

 
(1,359
)
 
1992
 
Jun-11
 
40 years
Lagniappe Village
New Iberia, LA
 

 
3,170

 
11,316

 
492

 
3,170

 
11,808

 
14,978

 
(2,411
)
 
2010
 
Jun-11
 
40 years
The Pines
Pineville, LA
 
(5,606
)
 
3,080

 
8,047

 
90

 
3,080

 
8,137

 
11,217

 
(1,593
)
 
1991
 
Jun-11
 
40 years
Points West
Brockton, MA
 
(7,897
)
 
2,200

 
10,605

 
(185
)
 
2,200

 
10,420

 
12,620

 
(1,809
)
 
2007
 
Jun-11
 
40 years
Burlington Square I, II & III
Burlington, MA
 

 
4,690

 
13,122

 
253

 
4,690

 
13,375

 
18,065

 
(2,058
)
 
1992
 
Jun-11
 
40 years
Chicopee Marketplace
Chicopee, MA
 
(17,415
)
 
3,470

 
25,330

 
39

 
3,470

 
25,369

 
28,839

 
(3,080
)
 
2005
 
Jun-11
 
40 years
Holyoke Shopping Center
Holyoke, MA
 

 
3,110

 
12,097

 
243

 
3,110

 
12,340

 
15,450

 
(2,161
)
 
2000
 
Jun-11
 
40 years
WaterTower Plaza
Leominster, MA
 
(29,309
)
 
10,400

 
40,312

 
908

 
10,400

 
41,220

 
51,620

 
(5,673
)
 
2000
 
Jun-11
 
40 years
Lunenberg Crossing
Lunenburg, MA
 
(2,170
)
 
930

 
1,991

 
142

 
930

 
2,133

 
3,063

 
(263
)
 
1994
 
Jun-11
 
40 years
Lynn Marketplace
Lynn, MA
 

 
3,100

 
5,678

 
7

 
3,100

 
5,685

 
8,785

 
(1,370
)
 
1968
 
Jun-11
 
40 years
Berkshire Crossing
Pittsfield, MA
 

 
5,210

 
39,558

 
1,185

 
5,210

 
40,743

 
45,953

 
(4,879
)
 
1994
 
Jun-11
 
40 years
Westgate Plaza
Westfield, MA
 
(5,886
)
 
2,250

 
9,850

 
397

 
2,250

 
10,247

 
12,497

 
(1,870
)
 
1996
 
Jun-11
 
40 years
Perkins Farm Marketplace
Worcester, MA
 

 
2,150

 
17,060

 
649

 
2,150

 
17,709

 
19,859

 
(2,561
)
 
1998
 
Jun-11
 
40 years
South Plaza Shopping Center
California, MD
 
(15,562
)
 
2,174

 
23,210

 
(1
)
 
2,174

 
23,209

 
25,383

 
(211
)
 
2005
 
Oct-13
 
40 years
Campus Village
College Park, MD
 
(5,100
)
 
1,660

 
5,127

 
207

 
1,660

 
5,334

 
6,994

 
(538
)
 
1986
 
Jun-11
 
40 years
Fox Run
Prince Frederick, MD
 
(23,807
)
 
3,560

 
31,431

 
1,018

 
3,560

 
32,449

 
36,009

 
(4,351
)
 
1997
 
Jun-11
 
40 years
Liberty Plaza
Randallstown, MD
 

 
2,820

 
6,275

 
17,276

 
2,820

 
23,551

 
26,371

 
(933
)
 
2012
 
Jun-11
 
40 years
Rising Sun Towne Centre
Rising Sun, MD
 

 
1,970

 
17,002

 
289

 
1,970

 
17,291

 
19,261

 
(1,600
)
 
2013
 
Jun-11
 
40 years
BJ's Plaza
Portland, ME
 

 
1,200

 
6,244

 

 
1,200

 
6,244

 
7,444

 
(1,193
)
 
1991
 
Jun-11
 
40 years
Pine Tree Shopping Center
Portland, ME
 
(9,600
)
 
2,860

 
19,182

 
1,118

 
2,860

 
20,300

 
23,160

 
(3,091
)
 
1958
 
Jun-11
 
40 years

- F-37 -



Maple Village
Ann Arbor, MI
 
(18,747
)
 
3,200

 
19,108

 
587

 
3,200

 
19,695

 
22,895

 
(3,463
)
 
2000
 
Jun-11
 
40 years
Grand Crossing
Brighton, MI
 
(4,389
)
 
1,780

 
7,540

 
138

 
1,780

 
7,678

 
9,458

 
(1,371
)
 
2005
 
Jun-11
 
40 years
Farmington Crossroads
Farmington, MI
 

 
1,620

 
4,542

 
1,073

 
1,620

 
5,615

 
7,235

 
(581
)
 
2013
 
Jun-11
 
40 years
Silver Pointe Shopping Center
Fenton, MI
 
(4,222
)
 
3,840

 
12,631

 
671

 
3,840

 
13,302

 
17,142

 
(2,408
)
 
1996
 
Jun-11
 
40 years
Fremont
Fremont, MI
 

 
1,510

 

 
16

 
1,510

 
16

 
1,526

 
(11
)
 
2007
 
Jun-11
 
40 years
Cascade East
Grand Rapids, MI
 
(7,696
)
 
1,280

 
5,433

 
222

 
1,280

 
5,655

 
6,935

 
(1,283
)
 
1983
 
Jun-11
 
40 years
Delta Center
Lansing, MI
 
(5,512
)
 
1,580

 
9,616

 
65

 
1,580

 
9,681

 
11,261

 
(2,209
)
 
2005
 
Jun-11
 
40 years
Lakes Crossing
Muskegon, MI
 

 
1,440

 
13,571

 
1,724

 
1,440

 
15,295

 
16,735

 
(1,866
)
 
2011
 
Jun-11
 
40 years
Redford Plaza
Redford, MI
 

 
7,510

 
20,174

 
(353
)
 
7,510

 
19,821

 
27,331

 
(4,561
)
 
1992
 
Jun-11
 
40 years
Hampton Village Centre
Rochester Hills, MI
 
(27,765
)
 
5,370

 
48,930

 
2,736

 
5,370

 
51,666

 
57,036

 
(7,503
)
 
2004
 
Jun-11
 
40 years
Fashion Corners
Saginaw, MI
 

 
1,940

 
17,818

 
85

 
1,940

 
17,903

 
19,843

 
(3,160
)
 
2004
 
Jun-11
 
40 years
Green Acres
Saginaw, MI
 

 
2,170

 
9,084

 
1,841

 
2,170

 
10,925

 
13,095

 
(2,200
)
 
2011
 
Jun-11
 
40 years
Hall Road Crossing
Shelby Township, MI
 

 
5,800

 
15,982

 
2,284

 
5,800

 
18,266

 
24,066

 
(3,679
)
 
1999
 
Jun-11
 
40 years
Southfield Plaza
Southfield, MI
 

 
1,320

 
4,085

 
395

 
1,320

 
4,480

 
5,800

 
(847
)
 
2002
 
Jun-11
 
40 years
18 Ryan
Sterling Heights, MI
 
(5,874
)
 
3,160

 
11,304

 
31

 
3,160

 
11,335

 
14,495

 
(1,955
)
 
1997
 
Jun-11
 
40 years
Delco Plaza
Sterling Heights, MI
 
(3,868
)
 
2,860

 
7,025

 
575

 
2,860

 
7,600

 
10,460

 
(2,231
)
 
1996
 
Jun-11
 
40 years
Grand Traverse Crossing
Traverse City, MI
 
(17,960
)
 
3,100

 
31,188

 
1,246

 
3,100

 
32,434

 
35,534

 
(3,561
)
 
1996
 
Jun-11
 
40 years
West Ridge Shopping Center
Westland, MI
 

 
1,800

 
6,640

 
(145
)
 
1,800

 
6,495

 
8,295

 
(1,487
)
 
1989
 
Jun-11
 
40 years
Westland Crossing
Westland, MI
 

 
4,180

 

 
90

 
4,180

 
90

 
4,270

 
(2
)
 
1999
 
Jun-11
 
40 years
Roundtree Place
Ypsilanti, MI
 
(11,687
)
 
3,520

 
9,134

 
696

 
3,520

 
9,830

 
13,350

 
(1,895
)
 
1992
 
Jun-11
 
40 years
Washtenaw Fountain Plaza
Ypsilanti, MI
 

 
2,030

 
7,234

 
(34
)
 
2,030

 
7,200

 
9,230

 
(1,669
)
 
2005
 
Jun-11
 
40 years
Southport Centre I - VI
Apple Valley, MN
 
(13,015
)
 
4,960

 
18,527

 
92

 
4,960

 
18,619

 
23,579

 
(2,269
)
 
1985
 
Jun-11
 
40 years
Austin Town Center
Austin, MN
 

 
1,280

 
4,689

 
79

 
1,280

 
4,768

 
6,048

 
(1,087
)
 
1999
 
Jun-11
 
40 years
Central Valu Center
Columbia Heights, MN
 

 
2,650

 
7,363

 
26

 
2,650

 
7,389

 
10,039

 
(1,804
)
 
1961
 
Jun-11
 
40 years
Burning Tree Plaza
Duluth, MN
 

 
4,790

 
16,279

 
(211
)
 
4,790

 
16,068

 
20,858

 
(3,115
)
 
1987
 
Jun-11
 
40 years
Elk Park Center
Elk River, MN
 

 
3,770

 
18,856

 
342

 
3,770

 
19,198

 
22,968

 
(3,143
)
 
1999
 
Jun-11
 
40 years
Westwind Plaza
Minnetonka, MN
 

 
2,630

 
12,171

 
348

 
2,630

 
12,519

 
15,149

 
(1,523
)
 
2007
 
Jun-11
 
40 years
Richfield Hub & West Shopping Center
Richfield, MN
 
(16,320
)
 
7,960

 
19,907

 
(118
)
 
7,960

 
19,789

 
27,749

 
(2,412
)
 
1992
 
Jun-11
 
40 years
Terrace Center
Robbinsdale, MN
 

 
2,700

 
6,970

 
(828
)
 
2,700

 
6,142

 
8,842

 
(983
)
 
1993
 
Jun-11
 
40 years
Roseville Center
Roseville , MN
 

 
1,620

 
8,593

 
66

 
1,620

 
8,659

 
10,279

 
(1,178
)
 
2000
 
Jun-11
 
40 years
Marketplace @ 42
Savage, MN
 

 
5,150

 
13,221

 
153

 
5,150

 
13,374

 
18,524

 
(1,951
)
 
1999
 
Jun-11
 
40 years
Sun Ray Shopping Center
St. Paul, MN
 

 
5,250

 
21,447

 
342

 
5,250

 
21,789

 
27,039

 
(3,351
)
 
2013
 
Jun-11
 
40 years
White Bear Hills Shopping Center
White Bear Lake, MN
 
(4,576
)
 
1,790

 
6,182

 
135

 
1,790

 
6,317

 
8,107

 
(1,218
)
 
1996
 
Jun-11
 
40 years
Ellisville Square
Ellisville, MO
 

 
2,130

 
8,003

 
(90
)
 
2,130

 
7,913

 
10,043

 
(1,589
)
 
1989
 
Jun-11
 
40 years
Clocktower Place
Florissant, MO
 

 
3,590

 
9,510

 
1,557

 
3,590

 
11,067

 
14,657

 
(1,962
)
 
2013
 
Jun-11
 
40 years
Prospect Plaza
Gladstone, MO
 

 
1,980

 
12,775

 
72

 
1,980

 
12,847

 
14,827

 
(3,060
)
 
1999
 
Jun-11
 
40 years
Hub Shopping Center
Independence, MO
 

 
850

 
8,027

 
(51
)
 
850

 
7,976

 
8,826

 
(2,220
)
 
1995
 
Jun-11
 
40 years
Watts Mill Plaza
Kansas City, MO
 

 
2,610

 
13,868

 
617

 
2,610

 
14,485

 
17,095

 
(2,168
)
 
1997
 
Jun-11
 
40 years
Liberty Corners
Liberty, MO
 

 
2,530

 
8,918

 
371

 
2,530

 
9,289

 
11,819

 
(1,680
)
 
1987
 
Jun-11
 
40 years
Maplewood Square
Maplewood, MO
 
(3,730
)
 
1,450

 
4,720

 
(140
)
 
1,450

 
4,580

 
6,030

 
(697
)
 
1998
 
Jun-11
 
40 years
Clinton Crossing
Clinton, MS
 
(6,600
)
 
2,760

 
9,306

 
222

 
2,760

 
9,528

 
12,288

 
(1,083
)
 
2008
 
Jun-11
 
40 years
County Line Plaza
Jackson, MS
 

 
2,820

 
24,889

 
(736
)
 
2,820

 
24,153

 
26,973

 
(2,743
)
 
1997
 
Jun-11
 
40 years
Jacksonian Plaza
Jackson, MS
 

 
1,070

 
2,758

 
(121
)
 
1,070

 
2,637

 
3,707

 
(710
)
 
1990
 
Jun-11
 
40 years
Devonshire Place
Cary, NC
 
(4,960
)
 
940

 
4,533

 
2,320

 
940

 
6,853

 
7,793

 
(1,163
)
 
2012
 
Jun-11
 
40 years
McMullen Creek Market
Charlotte, NC
 
(18,500
)
 
10,590

 
24,266

 
298

 
10,590

 
24,564

 
35,154

 
(3,671
)
 
2013
 
Jun-11
 
40 years
The Commons at Chancellor Park
Charlotte, NC
 

 
5,240

 
20,500

 
(449
)
 
5,240

 
20,051

 
25,291

 
(2,989
)
 
2005
 
Jun-11
 
40 years
Parkwest Crossing
Durham, NC
 
(6,956
)
 
1,997

 
9,695

 
334

 
1,997

 
10,029

 
12,026

 
(118
)
 
1990
 
Oct-13
 
40 years
Macon Plaza
Franklin, NC
 

 
770

 
3,809

 
54

 
770

 
3,863

 
4,633

 
(651
)
 
2001
 
Jun-11
 
40 years
Garner Town Square
Garner, NC
 
(13,322
)
 
6,233

 
23,681

 
276

 
6,233

 
23,957

 
30,190

 
(255
)
 
1997
 
Oct-13
 
40 years

- F-38 -



Franklin Square
Gastonia, NC
 
(23,430
)
 
7,060

 
29,355

 
607

 
7,060

 
29,962

 
37,022

 
(4,474
)
 
2007
 
Jun-11
 
40 years
Wendover Place
Greensboro, NC
 
(31,620
)
 
15,990

 
39,152

 
277

 
15,990

 
39,429

 
55,419

 
(6,391
)
 
2000
 
Jun-11
 
40 years
University Commons
Greenville, NC
 
(18,000
)
 
5,350

 
26,253

 
752

 
5,350

 
27,005

 
32,355

 
(3,297
)
 
2013
 
Jun-11
 
40 years
Longview Crossing
Hickory, NC
 

 
120

 
1,342

 

 
120

 
1,342

 
1,462

 
(240
)
 
1988
 
Jun-11
 
40 years
Valley Crossing
Hickory, NC
 

 
2,130

 
7,253

 
6,356

 
2,130

 
13,609

 
15,739

 
(1,339
)
 
2013
 
Jun-11
 
40 years
Kinston Pointe
Kinston, NC
 

 
2,180

 
8,540

 
17

 
2,180

 
8,557

 
10,737

 
(2,015
)
 
2001
 
Jun-11
 
40 years
Magnolia Plaza
Morganton, NC
 
(4,349
)
 
730

 
3,718

 
(73
)
 
730

 
3,645

 
4,375

 
(775
)
 
1990
 
Jun-11
 
40 years
Roxboro Square
Roxboro, NC
 

 
1,550

 
8,976

 
4

 
1,550

 
8,980

 
10,530

 
(1,314
)
 
2005
 
Jun-11
 
40 years
Innes Street Market
Salisbury, NC
 

 
12,180

 
27,462

 
122

 
12,180

 
27,584

 
39,764

 
(4,896
)
 
2002
 
Jun-11
 
40 years
Salisbury Marketplace
Salisbury, NC
 
(5,729
)
 
1,997

 
7,840

 
29

 
1,997

 
7,869

 
9,866

 
(82
)
 
1987
 
Oct-13
 
40 years
Siler Crossing
Siler City, NC
 

 
523

 
3,073

 
48

 
523

 
3,121

 
3,644

 
(699
)
 
1988
 
Jun-11
 
40 years
Crossroads
Statesville, NC
 
(21,707
)
 
6,220

 
15,300

 
476

 
6,220

 
15,776

 
21,996

 
(2,333
)
 
1997
 
Jun-11
 
40 years
Thomasville Crossing
Thomasville, NC
 

 
2,690

 
5,236

 
(1,475
)
 
2,690

 
3,761

 
6,451

 
(1,042
)
 
1996
 
Jun-11
 
40 years
Anson Station
Wadesboro, NC
 
(2,004
)
 
910

 
3,981

 
47

 
910

 
4,028

 
4,938

 
(1,233
)
 
1988
 
Jun-11
 
40 years
New Centre Market
Wilmington, NC
 

 
5,730

 
15,217

 
242

 
5,730

 
15,459

 
21,189

 
(2,056
)
 
1998
 
Jun-11
 
40 years
University Commons
Wilmington, NC
 
(20,200
)
 
6,910

 
26,611

 
864

 
6,910

 
27,475

 
34,385

 
(3,570
)
 
2007
 
Jun-11
 
40 years
Whitaker Square
Winston Salem, NC
 
(9,293
)
 
2,923

 
11,997

 
3

 
2,923

 
12,000

 
14,923

 
(151
)
 
1996
 
Oct-13
 
40 years
Parkway Plaza
Winston-Salem, NC
 
(19,865
)
 
6,910

 
17,604

 
896

 
6,910

 
18,500

 
25,410

 
(3,801
)
 
2005
 
Jun-11
 
40 years
Stratford Commons
Winston-Salem, NC
 

 
2,770

 
9,562

 
(160
)
 
2,770

 
9,402

 
12,172

 
(1,334
)
 
1995
 
Jun-11
 
40 years
Bedford Grove
Bedford, NH
 

 
3,400

 
19,065

 
11

 
3,400

 
19,076

 
22,476

 
(3,317
)
 
1989
 
Jun-11
 
40 years
Capitol Shopping Center
Concord, NH
 
(9,600
)
 
2,160

 
11,584

 
709

 
2,160

 
12,293

 
14,453

 
(2,651
)
 
2001
 
Jun-11
 
40 years
Willow Springs Plaza
Nashua , NH
 
(14,606
)
 
3,490

 
20,288

 
150

 
3,490

 
20,438

 
23,928

 
(3,006
)
 
1990
 
Jun-11
 
40 years
Seacoast Shopping Center
Seabrook , NH
 
(4,926
)
 
2,230

 
8,967

 
87

 
2,230

 
9,054

 
11,284

 
(1,637
)
 
1991
 
Jun-11
 
40 years
Tri-City Plaza
Somersworth, NH
 
(7,938
)
 
1,900

 
10,034

 
577

 
1,900

 
10,611

 
12,511

 
(1,954
)
 
1990
 
Jun-11
 
40 years
Laurel Square
Brick, NJ
 
(14,789
)
 
5,400

 
20,998

 
115

 
5,400

 
21,113

 
26,513

 
(4,550
)
 
2003
 
Jun-11
 
40 years
the Shoppes at Cinnaminson
Cinnaminson, NJ
 
(32,950
)
 
6,030

 
45,605

 
893

 
6,030

 
46,498

 
52,528

 
(4,681
)
 
2010
 
Jun-11
 
40 years
A&P Fresh Market
Clark, NJ
 
(6,774
)
 
2,630

 
8,351

 

 
2,630

 
8,351

 
10,981

 
(798
)
 
2007
 
Jun-11
 
40 years
Collegetown Shopping Center
Glassboro, NJ
 
(10,473
)
 
1,560

 
16,336

 
(510
)
 
1,560

 
15,826

 
17,386

 
(3,013
)
 
2013
 
Jun-11
 
40 years
Hamilton Plaza-Kmart Plaza
Hamilton, NJ
 
(4,166
)
 
1,580

 
8,972

 
(121
)
 
1,580

 
8,851

 
10,431

 
(1,442
)
 
2013
 
Jun-11
 
40 years
Bennetts Mills Plaza
Jackson, NJ
 
(12,964
)
 
3,130

 
17,126

 
(205
)
 
3,130

 
16,921

 
20,051

 
(1,762
)
 
2002
 
Jun-11
 
40 years
Lakewood Plaza
Lakewood, NJ
 

 
5,090

 
26,483

 
(135
)
 
5,090

 
26,348

 
31,438

 
(3,920
)
 
1966
 
Jun-11
 
40 years
Marlton Crossing
Marlton, NJ
 
(24,544
)
 
5,950

 
45,874

 
5,645

 
5,950

 
51,519

 
57,469

 
(6,371
)
 
2013
 
Jun-11
 
40 years
Middletown Plaza
Middletown, NJ
 
(26,955
)
 
5,060

 
41,800

 
252

 
5,060

 
42,052

 
47,112

 
(4,311
)
 
2001
 
Jun-11
 
40 years
Old Bridge Gateway
Old Bridge, NJ
 
(24,490
)
 
7,200

 
37,756

 
938

 
7,200

 
38,694

 
45,894

 
(4,690
)
 
1995
 
Jun-11
 
40 years
Morris Hills Shopping Center
Parsippany, NJ
 

 
3,970

 
29,879

 
1,277

 
3,970

 
31,156

 
35,126

 
(3,230
)
 
1994
 
Jun-11
 
40 years
Rio Grande Plaza
Rio Grande, NJ
 
(7,500
)
 
1,660

 
12,627

 
431

 
1,660

 
13,058

 
14,718

 
(1,802
)
 
1997
 
Jun-11
 
40 years
Ocean Heights Shopping Center
Somers Point, NJ
 
(22,595
)
 
6,110

 
34,911

 
61

 
6,110

 
34,972

 
41,082

 
(2,909
)
 
2006
 
Jun-11
 
40 years
ShopRite Supermarket
Springfield, NJ
 
(3,443
)
 
1,150

 
4,310

 

 
1,150

 
4,310

 
5,460

 
(475
)
 
1965
 
Jun-11
 
40 years
Tinton Falls Plaza
Tinton Falls, NJ
 

 
3,080

 
12,385

 
(320
)
 
3,080

 
12,065

 
15,145

 
(1,472
)
 
2006
 
Jun-11
 
40 years
Cross Keys Commons
Turnersville, NJ
 

 
5,840

 
33,347

 
428

 
5,840

 
33,775

 
39,615

 
(4,007
)
 
1996
 
Jun-11
 
40 years
Dover Park Plaza
Yardville, NJ
 

 
1,030

 
7,751

 
131

 
1,030

 
7,882

 
8,912

 
(902
)
 
2005
 
Jun-11
 
40 years
St Francis Plaza
Santa Fe, NM
 
(3,900
)
 
1,110

 
4,843

 

 
1,110

 
4,843

 
5,953

 
(508
)
 
1993
 
Jun-11
 
40 years
Smith's
Socorro, NM
 
(2,171
)
 
600

 
5,312

 
138

 
600

 
5,450

 
6,050

 
(815
)
 
1976
 
Jun-11
 
40 years
Galleria Commons
Henderson, NV
 
(24,623
)
 
3,220

 
28,522

 
468

 
3,220

 
28,990

 
32,210

 
(4,115
)
 
2005
 
Jun-11
 
40 years
Renaissance Center East
Las Vegas, NV
 
(16,774
)
 
4,490

 
10,342

 
1,399

 
4,490

 
11,741

 
16,231

 
(1,590
)
 
2012
 
Jun-11
 
40 years
Parkway Plaza
Carle Place, NY
 
(13,770
)
 
5,790

 
19,740

 
1,305

 
5,790

 
21,045

 
26,835

 
(2,156
)
 
1993
 
Jun-11
 
40 years
Kmart Plaza
Dewitt, NY
 
(3,721
)
 
1,080

 
5,350

 
31

 
1,080

 
5,381

 
6,461

 
(1,598
)
 
1970
 
Jun-11
 
40 years
Unity Plaza
East Fishkill, NY
 
(8,826
)
 
2,100

 
14,051

 
14

 
2,100

 
14,065

 
16,165

 
(1,280
)
 
2005
 
Jun-11
 
40 years
Suffolk Plaza
East Setauket, NY
 

 
2,780

 
12,321

 
113

 
2,780

 
12,434

 
15,214

 
(1,592
)
 
1998
 
Jun-11
 
40 years

- F-39 -



Three Village Shopping Center
East Setauket, NY
 

 
5,310

 
15,849

 
149

 
5,310

 
15,998

 
21,308

 
(1,603
)
 
1991
 
Jun-11
 
40 years
Elmira Plaza
Elmira, NY
 

 
290

 
1,418

 
8

 
290

 
1,426

 
1,716

 
(395
)
 
2001
 
Jun-11
 
40 years
Stewart Plaza
Garden City, NY
 

 
6,040

 
21,970

 
469

 
6,040

 
22,439

 
28,479

 
(3,426
)
 
1990
 
Jun-11
 
40 years
Genesee Valley Shopping Center
Geneseo, NY
 
(13,524
)
 
2,090

 
15,644

 
48

 
2,090

 
15,692

 
17,782

 
(2,723
)
 
2007
 
Jun-11
 
40 years
Pyramid Mall
Geneva, NY
 

 
660

 

 
397

 
660

 
397

 
1,057

 
(30
)
 
2006
 
Jun-11
 
40 years
McKinley Plaza
Hamburg, NY
 

 
1,300

 
12,548

 
323

 
1,300

 
12,871

 
14,171

 
(1,661
)
 
1991
 
Jun-11
 
40 years
Dalewood I, II & III Shopping Center
Hartsdale, NY
 
(31,756
)
 
6,900

 
57,804

 
728

 
6,900

 
58,532

 
65,432

 
(4,859
)
 
2012
 
Jun-11
 
40 years
Hornell Plaza
Hornell, NY
 

 
2,270

 
20,357

 
603

 
2,270

 
20,960

 
23,230

 
(4,257
)
 
2005
 
Jun-11
 
40 years
Cayuga Mall
Ithaca, NY
 
(7,337
)
 
1,180

 
11,244

 
2,945

 
1,180

 
14,189

 
15,369

 
(2,203
)
 
2013
 
Jun-11
 
40 years
Kings Park Shopping Center
Kings Park, NY
 

 
4,790

 
11,367

 
974

 
4,790

 
12,341

 
17,131

 
(1,546
)
 
1985
 
Jun-11
 
40 years
Falcaro's Plaza
Lawrence, NY
 

 
3,410

 
9,678

 
683

 
3,410

 
10,361

 
13,771

 
(1,119
)
 
1972
 
Jun-11
 
40 years
Shops at Seneca Mall
Liverpool, NY
 
(7,123
)
 
530

 
8,270

 
(1,047
)
 
530

 
7,223

 
7,753

 
(1,576
)
 
2005
 
Jun-11
 
40 years
A & P Mamaroneck
Mamaroneck, NY
 

 
1,460

 
1,122

 

 
1,460

 
1,122

 
2,582

 
(232
)
 
1976
 
Jun-11
 
40 years
Village Square
Mamaroneck, NY
 
(3,156
)
 
1,320

 
5,137

 
608

 
1,320

 
5,745

 
7,065

 
(483
)
 
1981
 
Jun-11
 
40 years
Sunshine Square
Medford, NY
 
(16,904
)
 
7,350

 
24,713

 
(50
)
 
7,350

 
24,663

 
32,013

 
(2,812
)
 
2007
 
Jun-11
 
40 years
Wallkill Plaza
Middletown, NY
 

 
1,360

 
8,410

 
817

 
1,360

 
9,227

 
10,587

 
(2,269
)
 
2012
 
Jun-11
 
40 years
Monroe ShopRite Plaza
Monroe, NY
 
(8,564
)
 
1,840

 
16,111

 
22

 
1,840

 
16,133

 
17,973

 
(2,166
)
 
1985
 
Jun-11
 
40 years
Rockland Plaza
Nanuet, NY
 
(46,276
)
 
10,700

 
60,188

 
(489
)
 
10,700

 
59,699

 
70,399

 
(5,578
)
 
2006
 
Jun-11
 
40 years
North Ridge Plaza
New Rochelle, NY
 
(8,497
)
 
4,910

 
9,612

 
215

 
4,910

 
9,827

 
14,737

 
(1,013
)
 
1971
 
Jun-11
 
40 years
Nesconset Shopping Center
Port Jefferson Station, NY
 
(13,300
)
 
5,510

 
20,473

 
2,074

 
5,510

 
22,547

 
28,057

 
(2,577
)
 
2012
 
Jun-11
 
40 years
Port Washington
Port Washington, NY
 
(732
)
 
440

 
489

 

 
440

 
489

 
929

 
(221
)
 
1968
 
Jun-11
 
40 years
Roanoke Plaza
Riverhead, NY
 
(9,900
)
 
5,050

 
15,177

 
202

 
5,050

 
15,379

 
20,429

 
(2,451
)
 
2002
 
Jun-11
 
40 years
Rockville Centre
Rockville Centre, NY
 

 
3,590

 
6,982

 
110

 
3,590

 
7,092

 
10,682

 
(886
)
 
1975
 
Jun-11
 
40 years
Mohawk Acres
Rome, NY
 
(7,458
)
 
1,720

 
13,916

 
313

 
1,720

 
14,229

 
15,949

 
(1,907
)
 
2005
 
Jun-11
 
40 years
College Plaza
Selden, NY
 
(9,975
)
 
6,330

 
14,267

 
10,821

 
6,330

 
25,088

 
31,418

 
(2,132
)
 
2013
 
Jun-11
 
40 years
Campus Plaza
Vestal, NY
 

 
1,170

 
16,384

 
22

 
1,170

 
16,406

 
17,576

 
(2,723
)
 
2003
 
Jun-11
 
40 years
Parkway Plaza
Vestal, NY
 
(15,738
)
 
1,400

 
16,990

 
3,626

 
2,168

 
19,848

 
22,016

 
(2,782
)
 
2012
 
Jun-11
 
40 years
Shoppes at Vestal
Vestal, NY
 

 
1,340

 
14,730

 
38

 
1,340

 
14,768

 
16,108

 
(1,430
)
 
2000
 
Jun-11
 
40 years
Town Square Mall
Vestal, NY
 
(29,400
)
 
2,520

 
41,457

 
2,294

 
2,520

 
43,751

 
46,271

 
(5,625
)
 
2012
 
Jun-11
 
40 years
The Plaza at Salmon Run
Watertown, NY
 

 
1,420

 
12,431

 
55

 
1,420

 
12,486

 
13,906

 
(2,143
)
 
1993
 
Jun-11
 
40 years
Highridge Plaza
Yonkers, NY
 
(15,163
)
 
6,020

 
17,358

 
1,480

 
6,020

 
18,838

 
24,858

 
(2,084
)
 
1977
 
Jun-11
 
40 years
Brunswick Town Center
Brunswick, OH
 
(11,165
)
 
2,930

 
18,561

 
17

 
2,930

 
18,578

 
21,508

 
(1,645
)
 
2004
 
Jun-11
 
40 years
30th Street Plaza
Canton, OH
 

 
1,950

 
14,535

 
79

 
1,950

 
14,614

 
16,564

 
(1,929
)
 
1999
 
Jun-11
 
40 years
Brentwood Plaza
Cincinnati, OH
 

 
5,090

 
20,513

 
568

 
5,090

 
21,081

 
26,171

 
(2,783
)
 
2004
 
Jun-11
 
40 years
Delhi Shopping Center
Cincinnati, OH
 

 
3,690

 
8,085

 
345

 
3,690

 
8,430

 
12,120

 
(1,505
)
 
2012
 
Jun-11
 
40 years
Harpers Station
Cincinnati, OH
 

 
3,110

 
25,591

 
(40
)
 
3,110

 
25,551

 
28,661

 
(3,198
)
 
2000
 
Jun-11
 
40 years
Western Hills Plaza
Cincinnati, OH
 

 
8,690

 
27,664

 
483

 
8,690

 
28,147

 
36,837

 
(4,924
)
 
2011
 
Jun-11
 
40 years
Western Village
Cincinnati, OH
 

 
3,370

 
12,817

 
363

 
3,370

 
13,180

 
16,550

 
(1,542
)
 
2005
 
Jun-11
 
40 years
Crown Point
Columbus, OH
 
(12,728
)
 
2,120

 
14,980

 
36

 
2,120

 
15,016

 
17,136

 
(2,101
)
 
1998
 
Jun-11
 
40 years
Greentree Shopping Center
Columbus, OH
 
(7,920
)
 
1,920

 
12,531

 
(378
)
 
1,920

 
12,153

 
14,073

 
(1,603
)
 
2005
 
Jun-11
 
40 years
Karl Plaza
Columbus, OH
 

 
1,220

 
3,065

 
91

 
1,220

 
3,156

 
4,376

 
(1,033
)
 
1992
 
Jun-11
 
40 years
Brandt Pike Place
Dayton, OH
 

 
700

 
1,965

 
(340
)
 
616

 
1,709

 
2,325

 
(274
)
 
2008
 
Jun-11
 
40 years
South Towne Centre
Dayton, OH
 
(23,758
)
 
4,990

 
43,152

 
3,103

 
4,990

 
46,255

 
51,245

 
(5,514
)
 
2013
 
Jun-11
 
40 years
The Vineyards
Eastlake, OH
 

 
1,170

 
6,866

 
96

 
1,170

 
6,962

 
8,132

 
(1,955
)
 
1989
 
Jun-11
 
40 years
Midway Crossing
Elyria, OH
 

 
2,670

 
8,356

 
(3,346
)
 
2,670

 
5,010

 
7,680

 
(1,401
)
 
1986
 
Jun-11
 
40 years
Midway Market Square
Elyria, OH
 
(5,620
)
 
4,280

 
21,067

 
28

 
4,280

 
21,095

 
25,375

 
(3,223
)
 
2013
 
Jun-11
 
40 years
Southland Shopping Center
Middleburg Heights, OH
 
(37,203
)
 
5,940

 
55,360

 
3,685

 
5,940

 
59,045

 
64,985

 
(8,151
)
 
2013
 
Jun-11
 
40 years
Napoleon Center
Napoleon, OH
 

 
420

 
4,439

 
(1,243
)
 
420

 
3,196

 
3,616

 
(740
)
 
1991
 
Jun-11
 
40 years
Tops Plaza
North Olmsted, OH
 

 
510

 
4,151

 
(117
)
 
510

 
4,034

 
4,544

 
(492
)
 
2002
 
Jun-11
 
40 years
Tops Plaza
North Ridgeville, OH
 

 
1,140

 
5,721

 
(102
)
 
1,140

 
5,619

 
6,759

 
(654
)
 
2002
 
Jun-11
 
40 years
Great Eastern Shopping Plaza
Northwood, OH
 

 
6,890

 

 
(3,885
)
 
6,890

 
(3,885
)
 
3,005

 
47

 
1956
 
Jun-11
 
40 years

- F-40 -



Surrey Square Mall
Norwood, OH
 
(8,253
)
 
3,900

 
18,402

 
836

 
3,900

 
19,238

 
23,138

 
(2,279
)
 
2010
 
Jun-11
 
40 years
Market Place
Piqua, OH
 

 
390

 
4,085

 
938

 
390

 
5,023

 
5,413

 
(835
)
 
2012
 
Jun-11
 
40 years
Brice Park
Reynoldsburg, OH
 

 
2,820

 
12,684

 
13

 
2,820

 
12,697

 
15,517

 
(1,942
)
 
1989
 
Jun-11
 
40 years
Streetsboro Crossing
Streetsboro, OH
 
(8,925
)
 
640

 
5,885

 
346

 
640

 
6,231

 
6,871

 
(807
)
 
2002
 
Jun-11
 
40 years
Alexis Park
Toledo, OH
 

 
2,040

 

 
989

 
2,040

 
989

 
3,029

 
(65
)
 
1988
 
Jun-11
 
40 years
Miracle Mile Shopping Plaza
Toledo, OH
 
(6,996
)
 
1,510

 
15,792

 
(150
)
 
1,510

 
15,642

 
17,152

 
(2,662
)
 
2013
 
Jun-11
 
40 years
Southland Shopping Plaza
Toledo, OH
 

 
2,440

 
11,159

 
357

 
2,440

 
11,516

 
13,956

 
(2,159
)
 
1988
 
Jun-11
 
40 years
Wadsworth Crossing
Wadsworth, OH
 
(9,101
)
 
7,004

 
13,779

 
(13
)
 
7,004

 
13,766

 
20,770

 
(156
)
 
2005
 
Oct-13
 
40 years
Northgate Plaza
Westerville, OH
 

 
300

 
1,204

 
257

 
300

 
1,461

 
1,761

 
(207
)
 
2008
 
Jun-11
 
40 years
Marketplace
Tulsa, OK
 
(14,217
)
 
5,040

 
13,249

 
1,774

 
5,040

 
15,023

 
20,063

 
(2,138
)
 
1992
 
Jun-11
 
40 years
Village West
Allentown, PA
 
(12,863
)
 
4,180

 
23,402

 
426

 
4,180

 
23,828

 
28,008

 
(2,601
)
 
1999
 
Jun-11
 
40 years
Park Hills Plaza
Altoona, PA
 
(19,228
)
 
4,390

 
23,218

 
720

 
4,390

 
23,938

 
28,328

 
(3,542
)
 
1985
 
Jun-11
 
40 years
Bensalem Square
Bensalem, PA
 
(8,241
)
 
1,800

 
5,826

 
33

 
1,800

 
5,859

 
7,659

 
(833
)
 
1986
 
Jun-11
 
40 years
Bethel Park
Bethel Park, PA
 
(9,952
)
 
3,060

 
18,457

 
22

 
3,060

 
18,479

 
21,539

 
(3,183
)
 
2004
 
Jun-11
 
40 years
Bethlehem Square
Bethlehem, PA
 
(29,329
)
 
8,830

 
36,992

 
342

 
8,830

 
37,334

 
46,164

 
(6,232
)
 
1994
 
Jun-11
 
40 years
Lehigh Shopping Center
Bethlehem, PA
 
(15,982
)
 
6,980

 
32,927

 
2,163

 
6,980

 
35,090

 
42,070

 
(5,446
)
 
2013
 
Jun-11
 
40 years
Boyertown Shopping Center
Boyertown, PA
 

 
1,680

 
3,673

 
1,873

 
1,680

 
5,546

 
7,226

 
(730
)
 
2012
 
Jun-11
 
40 years
Bristol Park
Bristol, PA
 
(15,933
)
 
3,180

 
21,530

 
509

 
3,180

 
22,039

 
25,219

 
(4,084
)
 
2013
 
Jun-11
 
40 years
Bristol Plaza
Bristol, PA
 

 
2,010

 
5,433

 
(565
)
 
2,010

 
4,868

 
6,878

 
(927
)
 
1989
 
Jun-11
 
40 years
Chalfont Village Shopping Center
Chalfont, PA
 
(3,928
)
 
1,040

 
3,818

 
(170
)
 
1,040

 
3,648

 
4,688

 
(484
)
 
1989
 
Jun-11
 
40 years
New Britain Village Square
Chalfont, PA
 

 
4,250

 
24,449

 
66

 
4,250

 
24,515

 
28,765

 
(2,999
)
 
1989
 
Jun-11
 
40 years
Collegeville Shopping Center
Collegeville, PA
 
(8,973
)
 
3,410

 
7,451

 
477

 
3,410

 
7,928

 
11,338

 
(725
)
 
2004
 
Jun-11
 
40 years
Whitemarsh Shopping Center
Conshohocken, PA
 
(12,498
)
 
3,410

 
11,753

 
56

 
3,410

 
11,809

 
15,219

 
(1,321
)
 
2002
 
Jun-11
 
40 years
Valley Fair
Devon, PA
 
(12,884
)
 
1,810

 
8,161

 
1,119

 
1,810

 
9,280

 
11,090

 
(1,630
)
 
2001
 
Jun-11
 
40 years
Dickson City Crossings
Dickson City, PA
 

 
3,780

 
31,423

 
116

 
3,780

 
31,539

 
35,319

 
(5,300
)
 
1997
 
Jun-11
 
40 years
Dillsburg Shopping Center
Dillsburg, PA
 

 
1,670

 
16,084

 
382

 
1,670

 
16,466

 
18,136

 
(2,065
)
 
2013
 
Jun-11
 
40 years
Barn Plaza
Doylestown, PA
 
(24,385
)
 
8,780

 
29,183

 
825

 
8,780

 
30,008

 
38,788

 
(4,148
)
 
2002
 
Jun-11
 
40 years
Pilgrim Gardens
Drexel Hill, PA
 

 
2,090

 
5,043

 
263

 
2,090

 
5,306

 
7,396

 
(1,129
)
 
2013
 
Jun-11
 
40 years
Market Street Square
Elizabethtown, PA
 

 
2,130

 
11,962

 
236

 
2,130

 
12,198

 
14,328

 
(1,433
)
 
1993
 
Jun-11
 
40 years
Gilbertsville Shopping Center
Gilbertsville, PA
 
(4,981
)
 
1,830

 
4,719

 
693

 
1,830

 
5,412

 
7,242

 
(1,252
)
 
2002
 
Jun-11
 
40 years
Mount Carmel Plaza
Glenside, PA
 
(1,145
)
 
380

 
1,012

 
(52
)
 
380

 
960

 
1,340

 
(221
)
 
1975
 
Jun-11
 
40 years
Kline Plaza
Harrisburg, PA
 

 
2,300

 
13,218

 
1,365

 
2,300

 
14,583

 
16,883

 
(3,039
)
 
1952
 
Jun-11
 
40 years
Johnstown Galleria Outparcel
Johnstown, PA
 

 
490

 
4,499

 
46

 
490

 
4,545

 
5,035

 
(1,014
)
 
1993
 
Jun-11
 
40 years
New Garden Shopping Center
Kennett Square, PA
 
(3,292
)
 
2,240

 
7,662

 
1,403

 
2,240

 
9,065

 
11,305

 
(1,924
)
 
2012
 
Jun-11
 
40 years
Stone Mill Plaza
Lancaster, PA
 

 
2,490

 
12,466

 
140

 
2,490

 
12,606

 
15,096

 
(1,661
)
 
2008
 
Jun-11
 
40 years
Woodbourne Square
Langhorne, PA
 

 
1,640

 
4,236

 
78

 
1,640

 
4,314

 
5,954

 
(585
)
 
1984
 
Jun-11
 
40 years
North Penn Market Place
Lansdale, PA
 

 
3,060

 
5,253

 
(50
)
 
3,060

 
5,203

 
8,263

 
(645
)
 
1977
 
Jun-11
 
40 years
New Holland Shopping Center
New Holland, PA
 
(2,381
)
 
890

 
3,535

 
54

 
890

 
3,589

 
4,479

 
(714
)
 
1995
 
Jun-11
 
40 years
Village at Newtown
Newtown, PA
 
(24,286
)
 
7,690

 
37,765

 
765

 
7,690

 
38,530

 
46,220

 
(4,037
)
 
1989
 
Jun-11
 
40 years
Cherry Square
Northampton, PA
 
(7,371
)
 
950

 
6,945

 
(74
)
 
950

 
6,871

 
7,821

 
(1,330
)
 
1989
 
Jun-11
 
40 years
Ivyridge
Philadelphia, PA
 
(13,882
)
 
7,100

 
21,004

 
418

 
7,100

 
21,422

 
28,522

 
(2,086
)
 
2006
 
Jun-11
 
40 years
Roosevelt Mall
Philadelphia, PA
 
(49,488
)
 
8,820

 
88,975

 
1,180

 
8,820

 
90,155

 
98,975

 
(12,540
)
 
2011
 
Jun-11
 
40 years
Shoppes at Valley Forge
Phoenixville, PA
 

 
2,010

 
13,025

 
221

 
2,010

 
13,246

 
15,256

 
(2,337
)
 
2003
 
Jun-11
 
40 years
Plymouth Plaza
Plymouth Meeting, PA
 
(6,824
)
 
3,120

 
6,018

 
33

 
3,120

 
6,051

 
9,171

 
(749
)
 
2005
 
Jun-11
 
40 years
County Line Plaza
Souderton, PA
 
(8,241
)
 
910

 
8,346

 
1,370

 
910

 
9,716

 
10,626

 
(1,908
)
 
2013
 
Jun-11
 
40 years
69th Street Plaza
Upper Darby, PA
 
(3,827
)
 
640

 
4,362

 
51

 
640

 
4,413

 
5,053

 
(792
)
 
1994
 
Jun-11
 
40 years
Warminster Town Center
Warminster, PA
 
(21,800
)
 
4,310

 
35,284

 
532

 
4,310

 
35,816

 
40,126

 
(4,261
)
 
1997
 
Jun-11
 
40 years

- F-41 -



Shops at Prospect
West Hempfield, PA
 
(6,235
)
 
760

 
6,532

 
112

 
760

 
6,644

 
7,404

 
(1,294
)
 
1994
 
Jun-11
 
40 years
Whitehall Square
Whitehall, PA
 
(21,572
)
 
4,350

 
33,067

 
901

 
4,350

 
33,968

 
38,318

 
(4,651
)
 
2006
 
Jun-11
 
40 years
Wilkes-Barre Township Marketplace
Wilkes-Barre , PA
 
(10,613
)
 
2,180

 
17,430

 
72

 
2,180

 
17,502

 
19,682

 
(2,548
)
 
2004
 
Jun-11
 
40 years
Hunt River Commons
North Kingstown, RI
 

 
1,580

 
15,317

 
704

 
1,580

 
16,021

 
17,601

 
(2,521
)
 
1989
 
Jun-11
 
40 years
Belfair Towne Village
Bluffton, SC
 
(19,324
)
 
4,265

 
31,802

 
(5
)
 
4,265

 
31,797

 
36,062

 
(314
)
 
2006
 
Oct-13
 
40 years
Park Centre
Columbia, SC
 

 
2,730

 
6,898

 
142

 
2,730

 
7,040

 
9,770

 
(2,126
)
 
2000
 
Jun-11
 
40 years
Milestone Plaza
Greenville, SC
 
(9,573
)
 
2,563

 
15,644

 
59

 
2,563

 
15,703

 
18,266

 
(113
)
 
1995
 
Oct-13
 
40 years
Circle Center
Hilton Head, SC
 

 
3,010

 
5,832

 
65

 
3,010

 
5,897

 
8,907

 
(824
)
 
2000
 
Jun-11
 
40 years
Island Plaza
James Island, SC
 
(8,265
)
 
2,940

 
9,252

 
648

 
2,940

 
9,900

 
12,840

 
(2,104
)
 
2004
 
Jun-11
 
40 years
Lexington Town Square
Lexington, SC
 

 
1,380

 
3,188

 
(170
)
 
1,380

 
3,018

 
4,398

 
(775
)
 
1995
 
Jun-11
 
40 years
Festival Centre
North Charleston, SC
 

 
3,630

 
10,512

 
229

 
3,630

 
10,741

 
14,371

 
(2,669
)
 
2004
 
Jun-11
 
40 years
Remount Village Shopping Center
North Charleston, SC
 

 
1,040

 
3,205

 
36

 
1,040

 
3,241

 
4,281

 
(799
)
 
1996
 
Jun-11
 
40 years
Fairview Corners I & II
Simpsonville, SC
 

 
2,370

 
17,117

 
357

 
2,370

 
17,474

 
19,844

 
(2,702
)
 
2003
 
Jun-11
 
40 years
Hillcrest
Spartanburg, SC
 
(18,500
)
 
4,190

 
34,825

 
1,960

 
4,190

 
36,785

 
40,975

 
(5,176
)
 
2012
 
Jun-11
 
40 years
Shoppes at Hickory Hollow
Antioch, TN
 

 
3,650

 
11,030

 
38

 
3,650

 
11,068

 
14,718

 
(1,920
)
 
1986
 
Jun-11
 
40 years
Congress Crossing
Athens, TN
 

 
920

 
7,890

 
1,267

 
920

 
9,157

 
10,077

 
(1,663
)
 
2012
 
Jun-11
 
40 years
East Ridge Crossing
Chattanooga , TN
 
(3,514
)
 
1,230

 
4,193

 
(19
)
 
1,230

 
4,174

 
5,404

 
(703
)
 
1999
 
Jun-11
 
40 years
Watson Glen Shopping Center
Franklin, TN
 
(12,555
)
 
5,220

 
14,990

 
582

 
5,220

 
15,572

 
20,792

 
(3,865
)
 
1988
 
Jun-11
 
40 years
Williamson Square
Franklin, TN
 
(17,440
)
 
7,730

 
22,789

 
731

 
7,730

 
23,520

 
31,250

 
(4,810
)
 
1993
 
Jun-11
 
40 years
Greensboro Village
Gallatin, TN
 
(9,144
)
 
1,503

 
13,525

 
1

 
1,503

 
13,526

 
15,029

 
(131
)
 
2005
 
Oct-13
 
40 years
Greeneville Commons
Greeneville, TN
 

 
2,880

 
13,524

 
(68
)
 
2,880

 
13,456

 
16,336

 
(3,208
)
 
2002
 
Jun-11
 
40 years
Oakwood Commons
Hermitage, TN
 
(14,316
)
 
6,840

 
18,064

 
897

 
6,840

 
18,961

 
25,801

 
(3,702
)
 
2005
 
Jun-11
 
40 years
Kimball Crossing
Kimball, TN
 

 
1,860

 
18,704

 
349

 
1,860

 
19,053

 
20,913

 
(3,813
)
 
2007
 
Jun-11
 
40 years
Kingston Overlook
Knoxville, TN
 
(5,925
)
 
2,060

 
6,743

 
30

 
2,060

 
6,773

 
8,833

 
(1,977
)
 
1996
 
Jun-11
 
40 years
Farrar Place
Manchester, TN
 
(1,765
)
 
470

 
2,760

 
176

 
470

 
2,936

 
3,406

 
(562
)
 
1989
 
Jun-11
 
40 years
The Commons at Wolfcreek
Memphis, TN
 

 
22,529

 
56,799

 
1,155

 
22,529

 
57,954

 
80,483

 
(9,315
)
 
1997
 
Jun-11
 
40 years
Georgetown Square
Murfreesboro, TN
 
(6,094
)
 
3,250

 
7,511

 
10

 
3,250

 
7,521

 
10,771

 
(1,481
)
 
2003
 
Jun-11
 
40 years
Nashboro Village
Nashville, TN
 
(6,249
)
 
2,243

 
11,661

 
(5
)
 
2,243

 
11,656

 
13,899

 
(120
)
 
1998
 
Oct-13
 
40 years
Commerce Central
Tullahoma, TN
 
(7,001
)
 
1,240

 
12,158

 
60

 
1,240

 
12,218

 
13,458

 
(2,772
)
 
1995
 
Jun-11
 
40 years
Merchant's Central
Winchester, TN
 
(9,812
)
 
1,480

 
12,018

 
208

 
1,480

 
12,226

 
13,706

 
(2,015
)
 
1997
 
Jun-11
 
40 years
Palm Plaza
Aransas, TX
 
(1,980
)
 
680

 
2,297

 
92

 
680

 
2,389

 
3,069

 
(656
)
 
2002
 
Jun-11
 
40 years
Bardin Place Center
Arlington, TX
 
(29,601
)
 
7,640

 
25,986

 
1,027

 
7,640

 
27,013

 
34,653

 
(4,919
)
 
1993
 
Jun-11
 
40 years
Parmer Crossing
Austin, TX
 
(7,986
)
 
3,730

 
11,282

 
(818
)
 
3,730

 
10,464

 
14,194

 
(1,854
)
 
2004
 
Jun-11
 
40 years
Baytown Shopping Center
Baytown, TX
 
(5,940
)
 
3,410

 
6,776

 
88

 
3,410

 
6,864

 
10,274

 
(1,396
)
 
1987
 
Jun-11
 
40 years
Cedar Bellaire
Bellaire, TX
 
(3,435
)
 
2,760

 
4,670

 
(73
)
 
2,760

 
4,597

 
7,357

 
(806
)
 
1994
 
Jun-11
 
40 years
El Camino
Bellaire, TX
 
(2,574
)
 
1,320

 
3,816

 
43

 
1,320

 
3,859

 
5,179

 
(837
)
 
2008
 
Jun-11
 
40 years
Brenham Four Corners
Brenham, TX
 

 
1,310

 
9,885

 
2

 
1,310

 
9,887

 
11,197

 
(985
)
 
1997
 
Jun-11
 
40 years
Bryan Square
Bryan, TX
 
(2,004
)
 
820

 
2,358

 

 
820

 
2,358

 
3,178

 
(517
)
 
2008
 
Jun-11
 
40 years
Townshire
Bryan, TX
 

 
1,790

 
6,399

 
425

 
1,790

 
6,824

 
8,614

 
(1,131
)
 
2002
 
Jun-11
 
40 years
Plantation Plaza
Clute, TX
 

 
1,090

 
7,256

 
(26
)
 
1,090

 
7,230

 
8,320

 
(1,297
)
 
1997
 
Jun-11
 
40 years
Central Station
College Station, TX
 
(11,872
)
 
4,340

 
21,704

 
1,620

 
4,340

 
23,324

 
27,664

 
(2,915
)
 
2012
 
Jun-11
 
40 years
Rock Prairie Crossing
College Station, TX
 
(10,755
)
 
2,460

 
13,618

 
5

 
2,460

 
13,623

 
16,083

 
(2,032
)
 
2002
 
Jun-11
 
40 years
Carmel Village
Corpus Christi, TX
 
(3,244
)
 
1,900

 
4,536

 
106

 
1,900

 
4,642

 
6,542

 
(950
)
 
1993
 
Jun-11
 
40 years
Five Points
Corpus Christi, TX
 

 
2,760

 
16,929

 
9,824

 
2,760

 
26,753

 
29,513

 
(2,448
)
 
2013
 
Jun-11
 
40 years
Claremont Village
Dallas, TX
 
(2,640
)
 
1,700

 
3,035

 
45

 
1,700

 
3,080

 
4,780

 
(928
)
 
1976
 
Jun-11
 
40 years
Jeff Davis
Dallas, TX
 
(3,366
)
 
1,390

 
3,702

 
18

 
1,390

 
3,720

 
5,110

 
(969
)
 
1975
 
Jun-11
 
40 years
Stevens Park Village
Dallas, TX
 
(2,862
)
 
1,270

 
3,182

 
(364
)
 
1,270

 
2,818

 
4,088

 
(371
)
 
1974
 
Jun-11
 
40 years
Webb Royal
Dallas, TX
 
(5,214
)
 
2,470

 
6,576

 
(3
)
 
2,470

 
6,573

 
9,043

 
(1,441
)
 
1992
 
Jun-11
 
40 years

- F-42 -



Wynnewood Village
Dallas, TX
 
(19,417
)
 
14,770

 
41,407

 
1,056

 
14,770

 
42,463

 
57,233

 
(6,134
)
 
2006
 
Jun-11
 
40 years
Parktown
Deer Park, TX
 
(5,725
)
 
2,790

 
7,319

 
251

 
2,790

 
7,570

 
10,360

 
(1,852
)
 
1999
 
Jun-11
 
40 years
Kenworthy Crossing
El Paso, TX
 

 
2,370

 
5,521

 

 
2,370

 
5,521

 
7,891

 
(726
)
 
2003
 
Jun-11
 
40 years
Preston Ridge
Frisco, TX
 

 
25,819

 
127,083

 
1,829

 
25,819

 
128,912

 
154,731

 
(15,706
)
 
2003
 
Jun-11
 
40 years
Forest Hills
Ft. Worth, TX
 
(2,376
)
 
1,220

 
2,793

 

 
1,220

 
2,793

 
4,013

 
(890
)
 
1968
 
Jun-11
 
40 years
Ridglea Plaza
Ft. Worth, TX
 
(10,230
)
 
2,770

 
16,178

 
75

 
2,770

 
16,253

 
19,023

 
(3,198
)
 
1990
 
Jun-11
 
40 years
Trinity Commons
Ft. Worth, TX
 
(16,132
)
 
5,780

 
26,317

 
1,494

 
5,780

 
27,811

 
33,591

 
(3,771
)
 
1998
 
Jun-11
 
40 years
Village Plaza
Garland, TX
 
(5,280
)
 
3,230

 
6,786

 
127

 
3,230

 
6,913

 
10,143

 
(1,225
)
 
2002
 
Jun-11
 
40 years
North Hills Village
Haltom City, TX
 
(738
)
 
940

 
2,450

 
52

 
940

 
2,502

 
3,442

 
(558
)
 
1998
 
Jun-11
 
40 years
Highland Village Town Center
Highland Village, TX
 
(5,808
)
 
3,370

 
7,439

 
65

 
3,370

 
7,504

 
10,874

 
(1,543
)
 
1996
 
Jun-11
 
40 years
Bay Forest
Houston, TX
 
(4,675
)
 
1,500

 
6,557

 
37

 
1,500

 
6,594

 
8,094

 
(1,218
)
 
2004
 
Jun-11
 
40 years
Beltway South
Houston, TX
 

 
3,340

 
9,759

 
315

 
3,340

 
10,074

 
13,414

 
(1,321
)
 
1998
 
Jun-11
 
40 years
Braes Heights
Houston, TX
 
(8,015
)
 
1,700

 
15,246

 
595

 
1,700

 
15,841

 
17,541

 
(1,703
)
 
2003
 
Jun-11
 
40 years
Braes Link
Houston, TX
 

 
850

 
6,510

 
41

 
850

 
6,551

 
7,401

 
(629
)
 
1999
 
Jun-11
 
40 years
Braes Oaks
Houston, TX
 
(2,147
)
 
1,310

 
3,765

 
67

 
1,310

 
3,832

 
5,142

 
(582
)
 
1992
 
Jun-11
 
40 years
Braesgate
Houston, TX
 

 
1,570

 
2,813

 
29

 
1,570

 
2,842

 
4,412

 
(793
)
 
1997
 
Jun-11
 
40 years
Broadway
Houston, TX
 
(3,960
)
 
1,720

 
5,472

 
95

 
1,720

 
5,567

 
7,287

 
(1,210
)
 
2006
 
Jun-11
 
40 years
Clear Lake Camino South
Houston, TX
 
(8,052
)
 
3,320

 
12,136

 
91

 
3,320

 
12,227

 
15,547

 
(1,895
)
 
2004
 
Jun-11
 
40 years
Hearthstone Corners
Houston, TX
 

 
5,240

 
14,208

 
591

 
5,240

 
14,799

 
20,039

 
(2,969
)
 
1998
 
Jun-11
 
40 years
Inwood Forest
Houston, TX
 

 
1,440

 
5,000

 
313

 
1,440

 
5,313

 
6,753

 
(1,311
)
 
1997
 
Jun-11
 
40 years
Jester Village
Houston, TX
 

 
1,380

 
4,623

 
(43
)
 
1,380

 
4,580

 
5,960

 
(599
)
 
1988
 
Jun-11
 
40 years
Jones Plaza
Houston, TX
 

 
2,110

 
11,450

 
48

 
2,110

 
11,498

 
13,608

 
(2,020
)
 
2000
 
Jun-11
 
40 years
Jones Square
Houston, TX
 

 
3,210

 
10,716

 
(25
)
 
3,210

 
10,691

 
13,901

 
(2,448
)
 
1999
 
Jun-11
 
40 years
Maplewood Mall
Houston, TX
 
(4,294
)
 
1,790

 
5,535

 
163

 
1,790

 
5,698

 
7,488

 
(1,325
)
 
2004
 
Jun-11
 
40 years
Merchants Park
Houston, TX
 
(20,133
)
 
6,580

 
32,200

 
1,262

 
6,580

 
33,462

 
40,042

 
(3,982
)
 
2009
 
Jun-11
 
40 years
Northgate
Houston, TX
 
(1,527
)
 
740

 
1,707

 
(165
)
 
740

 
1,542

 
2,282

 
(213
)
 
1972
 
Jun-11
 
40 years
Northshore
Houston, TX
 
(16,254
)
 
5,970

 
22,827

 
526

 
5,970

 
23,353

 
29,323

 
(3,462
)
 
2001
 
Jun-11
 
40 years
Northtown Plaza
Houston, TX
 
(12,209
)
 
4,990

 
18,209

 
543

 
4,990

 
18,752

 
23,742

 
(2,644
)
 
1990
 
Jun-11
 
40 years
Northwood
Houston, TX
 

 
2,730

 
10,152

 
460

 
2,730

 
10,612

 
13,342

 
(1,905
)
 
1972
 
Jun-11
 
40 years
Orange Grove
Houston, TX
 

 
3,670

 
15,758

 
191

 
3,670

 
15,949

 
19,619

 
(3,231
)
 
2005
 
Jun-11
 
40 years
Pinemont Shopping Center
Houston, TX
 

 
1,680

 
4,652

 

 
1,680

 
4,652

 
6,332

 
(1,887
)
 
1999
 
Jun-11
 
40 years
Royal Oaks Village
Houston, TX
 
(22,630
)
 
4,620

 
29,536

 
308

 
4,620

 
29,844

 
34,464

 
(3,326
)
 
2001
 
Jun-11
 
40 years
Sharpstown Plaza
Houston, TX
 

 
1,050

 
2,851

 
25

 
1,050

 
2,876

 
3,926

 
(451
)
 
2005
 
Jun-11
 
40 years
Tanglewilde
Houston, TX
 
(4,752
)
 
1,620

 
7,437

 
9

 
1,620

 
7,446

 
9,066

 
(1,304
)
 
1998
 
Jun-11
 
40 years
Westheimer Commons
Houston, TX
 

 
5,160

 
12,866

 
3,193

 
5,160

 
16,059

 
21,219

 
(2,697
)
 
2012
 
Jun-11
 
40 years
Crossing at Fry Road
Katy, TX
 

 
6,030

 
19,896

 
219

 
6,030

 
20,115

 
26,145

 
(3,202
)
 
2005
 
Jun-11
 
40 years
Washington Square
Kaufman, TX
 
(1,452
)
 
880

 
2,074

 
175

 
880

 
2,249

 
3,129

 
(570
)
 
1978
 
Jun-11
 
40 years
Jefferson Park
Mount Pleasant, TX
 
(3,630
)
 
870

 
5,323

 
355

 
870

 
5,678

 
6,548

 
(1,417
)
 
2001
 
Jun-11
 
40 years
Winwood Town Center
Odessa, TX
 
(27,045
)
 
2,850

 
28,257

 
341

 
2,850

 
28,598

 
31,448

 
(4,750
)
 
2002
 
Jun-11
 
40 years
Crossroads Center
Pasadena, TX
 
(8,312
)
 
4,660

 
11,153

 
61

 
4,660

 
11,214

 
15,874

 
(2,035
)
 
1997
 
Jun-11
 
40 years
Spencer Square
Pasadena, TX
 
(12,095
)
 
5,360

 
19,464

 
159

 
5,360

 
19,623

 
24,983

 
(3,090
)
 
1998
 
Jun-11
 
40 years
Pearland Plaza
Pearland, TX
 

 
3,020

 
9,076

 
492

 
3,020

 
9,568

 
12,588

 
(2,034
)
 
1995
 
Jun-11
 
40 years
Market Plaza
Plano, TX
 
(11,831
)
 
6,380

 
20,529

 
272

 
6,380

 
20,801

 
27,181

 
(2,942
)
 
2002
 
Jun-11
 
40 years
Preston Park
Plano, TX
 
(44,837
)
 
7,503

 
78,593

 
28

 
7,503

 
78,621

 
86,124

 
(655
)
 
1985
 
Oct-13
 
40 years
Northshore Plaza
Portland, TX
 

 
3,510

 
8,482

 
138

 
3,510

 
8,620

 
12,130

 
(1,858
)
 
2000
 
Jun-11
 
40 years
Klein Square
Spring, TX
 
(5,248
)
 
1,220

 
7,074

 
96

 
1,220

 
7,170

 
8,390

 
(1,041
)
 
1999
 
Jun-11
 
40 years
Keegan's Meadow
Stafford, TX
 

 
3,300

 
9,947

 
576

 
3,300

 
10,523

 
13,823

 
(2,087
)
 
1999
 
Jun-11
 
40 years
Texas City Bay
Texas City, TX
 
(9,780
)
 
3,780

 
17,928

 
286

 
3,780

 
18,214

 
21,994

 
(3,831
)
 
2005
 
Jun-11
 
40 years
Windvale
The Woodlands, TX
 
(7,002
)
 
3,460

 
9,479

 
281

 
3,460

 
9,760

 
13,220

 
(1,100
)
 
2002
 
Jun-11
 
40 years
The Centre at Navarro
Victoria, TX
 
(3,582
)
 
1,490

 
7,013

 
(22
)
 
1,490

 
6,991

 
8,481

 
(798
)
 
2005
 
Jun-11
 
40 years
Spradlin Farm
Christiansburg, VA
 
(16,919
)
 
3,860

 
22,870

 
416

 
3,860

 
23,286

 
27,146

 
(3,380
)
 
2000
 
Jun-11
 
40 years
Culpeper Town Square
Culpeper, VA
 
(6,592
)
 
3,200

 
9,235

 
647

 
3,200

 
9,882

 
13,082

 
(1,900
)
 
1999
 
Jun-11
 
40 years
Hanover Square
Mechanicsville, VA
 
 
 
3,540

 
16,145

 
329

 
3,540

 
16,474

 
20,014

 
(2,123
)
 
1991
 
Jun-11
 
40 years

- F-43 -



Jefferson Green
Newport News, VA
 

 
1,430

 
7,754

 
269

 
1,430

 
8,023

 
9,453

 
(1,067
)
 
1988
 
Jun-11
 
40 years
VA-KY Regional S.C.
Norton, VA
 

 
3,260

 

 
217

 
3,260

 
217

 
3,477

 
(28
)
 
1996
 
Jun-11
 
40 years
Tuckernuck Square
Richmond, VA
 

 
2,400

 
10,241

 
336

 
2,400

 
10,577

 
12,977

 
(1,566
)
 
1994
 
Jun-11
 
40 years
Cave Spring Corners
Roanoke, VA
 
(9,867
)
 
3,060

 
11,284

 
124

 
3,060

 
11,408

 
14,468

 
(2,053
)
 
2005
 
Jun-11
 
40 years
Hunting Hills
Roanoke, VA
 

 
1,150

 
7,661

 
749

 
1,150

 
8,410

 
9,560

 
(911
)
 
2013
 
Jun-11
 
40 years
Valley Commons
Salem , VA
 
(2,205
)
 
220

 
1,468

 
39

 
220

 
1,507

 
1,727

 
(381
)
 
1988
 
Jun-11
 
40 years
Lake Drive Plaza
Vinton, VA
 
(7,940
)
 
2,330

 
12,521

 
191

 
2,330

 
12,712

 
15,042

 
(2,040
)
 
2008
 
Jun-11
 
40 years
Hilltop Plaza
Virginia Beach, VA
 

 
5,170

 
21,956

 
1,715

 
5,154

 
23,687

 
28,841

 
(2,746
)
 
2010
 
Jun-11
 
40 years
Strawbridge
Virginia Beach, VA
 

 
1,570

 
4,384

 

 
1,570

 
4,384

 
5,954

 
(808
)
 
1997
 
Jun-11
 
40 years
Ridgeview Centre
Wise, VA
 
(6,369
)
 
2,080

 
9,190

 
652

 
2,080

 
9,842

 
11,922

 
(1,960
)
 
2005
 
Jun-11
 
40 years
Rutland Plaza
Rutland, VT
 
(14,004
)
 
2,130

 
20,924

 
402

 
2,130

 
21,326

 
23,456

 
(3,135
)
 
1997
 
Jun-11
 
40 years
Fox River Plaza
Burlington, WI
 

 
1,020

 
4,272

 
216

 
1,020

 
4,488

 
5,508

 
(625
)
 
1987
 
Jun-11
 
40 years
Packard Plaza
Cudahy, WI
 

 
1,150

 
4,822

 
(1,754
)
 
1,150

 
3,068

 
4,218

 
(766
)
 
1992
 
Jun-11
 
40 years
Fitchburg Ridge Shopping Ctr
Fitchburg, WI
 

 
1,440

 
3,731

 
85

 
1,440

 
3,816

 
5,256

 
(769
)
 
2003
 
Jun-11
 
40 years
Spring Mall
Greenfield, WI
 
(11,880
)
 
2,540

 
16,383

 
18

 
2,540

 
16,401

 
18,941

 
(2,733
)
 
2003
 
Jun-11
 
40 years
Mequon Pavilions
Mequon, WI
 
(23,860
)
 
7,520

 
29,714

 
966

 
7,520

 
30,680

 
38,200

 
(3,558
)
 
2004
 
Jun-11
 
40 years
Moorland Square Shopping Ctr
New Berlin, WI
 

 
2,080

 
9,256

 
386

 
2,080

 
9,642

 
11,722

 
(1,579
)
 
1990
 
Jun-11
 
40 years
Paradise Pavilion
West Bend, WI
 
(12,827
)
 
1,510

 
15,704

 
128

 
1,510

 
15,832

 
17,342

 
(2,935
)
 
2000
 
Jun-11
 
40 years
Moundsville Plaza
Moundsville, WV
 

 
1,650

 
10,245

 
259

 
1,650

 
10,504

 
12,154

 
(2,321
)
 
2004
 
Jun-11
 
40 years
Grand Central Plaza
Parkersburg, WV
 
(5,329
)
 
670

 
5,704

 
51

 
670

 
5,755

 
6,425

 
(954
)
 
1986
 
Jun-11
 
40 years
Other
Various
 

 
11,830

 

 
8,581

 
16,015

 
4,394

 
20,409

 
(626
)
 
 
 
 
 
 
 
 
 
(3,969,916
)
 
2,048,157

 
8,493,147

 
296,426

 
2,055,802

 
8,781,926

 
10,837,728

 
(1,190,170
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Note 1: Year of most recent redevelopment, anchor tenant repositioning or year built if no redevelopment has occurred.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

The aggregate cost for Federal income tax purposes was approximately $11.6 billion at December 31, 2013.

 
Successor
 
Predecessor
 
Year ended December 31, 2013
Year ended December 31, 2012
 
Period from June 28, through
December 31, 2011
 
Period from January 1, through
June 27, 2011
[a] Reconciliation of total real estate carrying value is as follows:
 
 
 
 
 
 
      Balance at beginning of period
$
9,894,426

$
9,792,453

 
$
9,745,812

 
$
11,745,631

      Acquisitions and improvements
1,113,069

183,179

 
56,881

 
54,892

      Real estate held for sale
(6,364
)
(32,214
)
 
(2,020
)
 

      Impairment of real estate
(46,653
)
(6,689
)
 

 

      Cost of property sold
(65,976
)
(28,397
)
 
(105
)
 
(70,767
)
      Write-off of assets no longer in service
(50,774
)
(13,906
)
 
(8,115
)
 
(34,035
)
      Balance at end of period
$
10,837,728

$
9,894,426

 
$
9,792,453

 
$
11,695,721

 
 
 
 
 
 
 
[b] Reconciliation of accumulated depreciation as follows:
 
 
 
 
 
 
      Balance at beginning of period
$
796,296

$
295,550

 
$

 
$
1,872,535

      Depreciation expense
443,880

510,488

 
297,529

 
165,835

      Property sold
(10,916
)
(4,426
)
 

 
(6,311
)
      Write-off of assets no longer in service
(39,090
)
(5,316
)
 
(1,979
)
 
(23,699
)
      Balance at end of period
1,190,170

796,296

 
295,550

 
2,008,360


- F-44 -