A former chief executive officer and former chief financial officer of Brixmor Property Group Inc were charged on Thursday with accounting fraud for manipulating a key financial metric for the large shopping center owner and operator.
The fraud and conspiracy charges against former CEO Michael Carroll and former CFO Michael Pappagallo follow guilty pleas to those charges last month by two other former Brixmor officials, chief accounting officer Steven Splain and senior vice president of accounting Michael Mortimer.
Brixmor, a New York-based real estate investment trust with about 421 shopping centers, said it will pay a $7 million fine and hire an independent consultant for its financial reporting to settle a related U.S. Securities and Exchange Commission civil lawsuit, without admitting wrongdoing.
The SEC also filed civil charges against the four individual defendants, all of whom resigned from Brixmor in February 2016.
Lawyers for those defendants did not immediately respond to requests for comment.
Investigators began examining Brixmor in February 2016 after the REIT said it had uncovered “smoothing” in same property net operating income (“SP-NOI”), a key measure for investors of a REIT’s financial performance.
Brixmor’s share price fell 20.1 percent, wiping out about $1.6 billion of market value, on the first trading day after the disclosure, according to Reuters data.
Prosecutors said Carroll and Pappagallo falsely touted the consistency of Brixmor’s SP-NOI growth rate, with Carroll even describing it at an industry conference as the REIT’s “secret sauce,” when in fact the rate fluctuated significantly.
The defendants concealed the volatility through a variety of means, including by squirreling away extra income for future use in so-called “cookie jar” accounting, prosecutors said.
According to the indictment, Pappagallo once expressed concern after a Brixmor investor relations employee questioned one of the suspect accounting tactics.
“How did she find out?” the indictment quoted him as saying. “She must not be given access to how we make the sausage.”
Carroll, 51, of Manhattan, and Pappagallo, 60, of Trumbull, Connecticut, each faces six criminal charges, five of which carry maximum 20-year prison terms.
Splain, 57, lives in Cheshire, Connecticut, and Mortimer, 49, in Yardley, Pennsylvania.
Brixmor’s market value is now about $5.6 billion. Its shares closed down 11 cents at $18.87 on Thursday.
The criminal case is U.S. v. Carroll et al, U.S. District Court, Southern District of New York, 19-cr-00545.