Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 01, 2015 | |
Entity Registrant Name | Brixmor Property Group Inc. | |
Entity Central Index Key | 1581068 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 298,483,602 | |
Brixmor Operating Partnership LP [Member] | ||
Entity Registrant Name | Brixmor Operating Partnership LP | |
Entity Central Index Key | 1630031 | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Non-accelerated Filer |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Real estate | ||
Land | $1,998,924 | $2,000,415 |
Buildings and improvements | 8,804,004 | 8,801,834 |
Real estate, gross | 10,802,928 | 10,802,249 |
Accumulated depreciation and amortization | -1,628,329 | -1,549,234 |
Real estate, net | 9,174,599 | 9,253,015 |
Investments in and advances to unconsolidated joint ventures | 5,056 | 5,072 |
Cash and cash equivalents | 68,184 | 60,595 |
Restricted cash | 61,687 | 53,164 |
Marketable securities | 20,028 | 20,315 |
Receivables, net | 178,801 | 182,424 |
Deferred charges and prepaid expenses, net | 117,972 | 114,758 |
Other assets | 12,852 | 13,059 |
Total assets | 9,639,179 | 9,702,402 |
Liabilities | ||
Debt obligations, net | 6,059,258 | 6,042,997 |
Accounts payable, accrued expenses and other liabilities | 627,203 | 679,102 |
Total liabilities | 6,686,461 | 6,722,099 |
Commitments and contingencies (Note 11) | ||
Equity | ||
Common stock | 2,985 | 2,966 |
Additional paid in capital | 3,255,023 | 3,223,941 |
Accumulated other comprehensive loss | -6,838 | -4,435 |
Distributions and accumulated losses | -355,872 | -318,762 |
Total stockholders’ equity | 2,895,298 | 2,903,710 |
Non-controlling interests | 57,420 | 76,593 |
Total equity | 2,952,718 | 2,980,303 |
Total liabilities and equity | 9,639,179 | 9,702,402 |
Brixmor Operating Partnership LP [Member] | ||
Real estate | ||
Land | 1,998,924 | 2,000,415 |
Buildings and improvements | 8,804,004 | 8,801,834 |
Real estate, gross | 10,802,928 | 10,802,249 |
Accumulated depreciation and amortization | -1,628,329 | -1,549,234 |
Real estate, net | 9,174,599 | 9,253,015 |
Investments in and advances to unconsolidated joint ventures | 5,056 | 5,072 |
Cash and cash equivalents | 68,147 | 60,450 |
Restricted cash | 61,687 | 53,164 |
Marketable securities | 19,818 | 20,113 |
Receivables, net | 178,801 | 182,424 |
Deferred charges and prepaid expenses, net | 117,972 | 114,758 |
Other assets | 12,852 | 13,059 |
Total assets | 9,638,932 | 9,702,055 |
Liabilities | ||
Debt obligations, net | 6,059,258 | 6,042,997 |
Accounts payable, accrued expenses and other liabilities | 627,208 | 679,102 |
Total liabilities | 6,686,466 | 6,722,099 |
Commitments and contingencies (Note 11) | ||
Equity | ||
Common stock | 2,959,297 | 2,984,381 |
Accumulated other comprehensive loss | -6,831 | -4,425 |
Total equity | 2,952,466 | 2,979,956 |
Total liabilities and equity | $9,638,932 | $9,702,055 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Common Stock, Par or Stated Value Per Share | $0.01 | $0.01 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares outstanding | 298,483,602 | 296,552,142 |
Brixmor Operating Partnership LP [Member] | ||
Common stock, shares outstanding | 304,304,887 | 304,246,750 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenues | ||
Rental income | $243,570 | $237,168 |
Expense reimbursements | 69,754 | 68,594 |
Other revenues | 1,969 | 1,813 |
Total revenues | 315,293 | 307,575 |
Operating expenses | ||
Operating costs | 35,160 | 34,875 |
Real estate taxes | 44,189 | 44,434 |
Depreciation and amortization | 108,544 | 113,220 |
Provision for doubtful accounts | 2,495 | 2,888 |
Impairment of real estate assets | 807 | 0 |
General and administrative | 30,715 | 19,658 |
Total operating expenses | 221,910 | 215,075 |
Other income (expense) | ||
Dividends and interest | 94 | 108 |
Interest expense | -62,564 | -67,966 |
Gain on sale of real estate assets | 0 | 378 |
Gain (loss) on extinguishment of debt, net | 292 | -2,276 |
Other | -184 | -2,156 |
Total other expense | -62,362 | -71,912 |
Income before equity in income of unconsolidated joint ventures | 31,021 | 20,588 |
Equity in income of unconsolidated joint ventures | 115 | 65 |
Gain on disposition of investments in unconsolidated joint ventures | 0 | 1,820 |
Income from continuing operations | 31,136 | 22,473 |
Income from discontinued operations | 0 | 4,841 |
Gain on disposition of operating properties | 0 | 14,426 |
Income from discontinued operations | 0 | 19,267 |
Net income | 31,136 | 41,740 |
Net income attributable to non-controlling interests | -713 | -26,339 |
Net income attributable to common stockholders | 30,423 | 15,401 |
Income from continuing operations: | ||
Basic (usd per share) | $0.10 | $0.07 |
Diluted (usd per share) | $0.10 | $0.07 |
Net income attributable to common stockholders: | ||
Basic (usd per share) | $0.10 | $0.07 |
Diluted (usd per share) | $0.10 | $0.07 |
Weighted average shares: | ||
Basic (usd per share) | 296,189 | 228,113 |
Diluted (usd per share) | 297,715 | 229,365 |
Brixmor Operating Partnership LP [Member] | ||
Revenues | ||
Rental income | 243,570 | 237,168 |
Expense reimbursements | 69,754 | 68,594 |
Other revenues | 1,969 | 1,813 |
Total revenues | 315,293 | 307,575 |
Operating expenses | ||
Operating costs | 35,160 | 34,875 |
Real estate taxes | 44,189 | 44,434 |
Depreciation and amortization | 108,544 | 113,220 |
Provision for doubtful accounts | 2,495 | 2,888 |
Impairment of real estate assets | 807 | 0 |
General and administrative | 30,715 | 19,658 |
Total operating expenses | 221,910 | 215,075 |
Other income (expense) | ||
Dividends and interest | 94 | 108 |
Interest expense | -62,564 | -67,966 |
Gain on sale of real estate assets | 0 | 378 |
Gain (loss) on extinguishment of debt, net | 292 | -2,276 |
Other | -184 | -2,156 |
Total other expense | -62,362 | -71,912 |
Income before equity in income of unconsolidated joint ventures | 31,021 | 20,588 |
Equity in income of unconsolidated joint ventures | 115 | 65 |
Gain on disposition of investments in unconsolidated joint ventures | 0 | 1,820 |
Income from continuing operations | 31,136 | 22,473 |
Income from discontinued operations | 0 | 4,841 |
Gain on disposition of operating properties | 0 | 14,426 |
Income from discontinued operations | 0 | 19,267 |
Net income | 31,136 | 41,740 |
Net income attributable to non-controlling interests | 0 | -322 |
Series A interest | 0 | 21,015 |
Partnership common units | 31,136 | 20,403 |
Net income attributable to Brixmor Operating Partnership LP | $31,136 | $41,418 |
Income from continuing operations: | ||
Basic (usd per share) | $0.10 | $0.07 |
Diluted (usd per share) | $0.10 | $0.07 |
Net income attributable to common stockholders: | ||
Basic (usd per share) | $0.10 | $0.07 |
Diluted (usd per share) | $0.10 | $0.07 |
Weighted average shares: | ||
Basic (usd per share) | 303,131 | 302,149 |
Diluted (usd per share) | 304,657 | 303,401 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Net income | $31,136 | $41,740 |
Other comprehensive income (loss) | ||
Unrealized loss on interest rate hedges | -4,901 | -2,266 |
Amortization of interest rate swaps to interest expense | 2,464 | 2,464 |
Unrealized gain on marketable securities | 34 | 6 |
Total other comprehensive income (loss) | -2,403 | 204 |
Comprehensive income | 28,733 | 41,944 |
Comprehensive income attributable to non-controlling interests | -713 | -26,339 |
Comprehensive income attributable to the Company | 28,020 | 15,605 |
Brixmor Operating Partnership LP [Member] | ||
Net income | 31,136 | 41,740 |
Other comprehensive income (loss) | ||
Unrealized loss on interest rate hedges | -4,901 | -2,266 |
Amortization of interest rate swaps to interest expense | 2,464 | 2,464 |
Unrealized gain on marketable securities | 31 | 4 |
Total other comprehensive income (loss) | -2,406 | 202 |
Comprehensive income | 28,730 | 41,942 |
Comprehensive income attributable to non-controlling interests | 0 | -322 |
Comprehensive income attributable to the Company | 28,730 | 41,620 |
Series A interest | 0 | 21,404 |
Partnership common units | $28,730 | $20,216 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (USD $) | Total | Brixmor Operating Partnership LP [Member] | Common Stock [Member] | Common Stock [Member] | Additional Paid in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Other Comprehensive Loss [Member] | Distributions and Accumulated Losses [Member] | Non-controlling Interests [Member] |
In Thousands, unless otherwise specified | Brixmor Operating Partnership LP [Member] | Brixmor Operating Partnership LP [Member] | |||||||
Beginning balance, value at Dec. 31, 2014 | $2,980,303 | $2,979,956 | $2,966 | $2,984,381 | $3,223,941 | ($4,435) | ($4,425) | ($318,762) | $76,593 |
Beginning balance, shares at Dec. 31, 2014 | 296,552 | ||||||||
Increase (Decrease) in Equity [Roll Forward] | |||||||||
Common stock dividends | -68,861 | -67,533 | -1,328 | ||||||
Distributions to partners | -68,763 | -68,763 | 0 | ||||||
Equity based compensation expense | 12,951 | 12,654 | 297 | ||||||
Equity based compensation expense | 12,951 | 12,951 | 0 | ||||||
Issuance of common stock and OP Units, shares | 29 | ||||||||
Issuance of common stock and OP Units | 22 | 22 | 22 | -743 | 0 | 765 | |||
Other comprehensive loss | -2,403 | -2,406 | 0 | -2,403 | -2,406 | ||||
Conversion of Operating Partnership units and BPG Subsidiary shares into common stock, share | 1,903 | ||||||||
Conversion of Operating Partnership units and BPG Subsidiary shares into common stock | 0 | 19 | 19,601 | -19,620 | |||||
Shared-based awards retained for taxes | -430 | -430 | -430 | -430 | 0 | ||||
Net (loss) income | 31,136 | 31,136 | 31,136 | 0 | 30,423 | 713 | |||
Ending balance, value at Mar. 31, 2015 | $2,952,718 | $2,952,466 | $2,985 | $2,959,297 | $3,255,023 | ($6,838) | ($6,831) | ($355,872) | $57,420 |
Ending balance, shares at Mar. 31, 2015 | 298,484 |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Parenthetical) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividends, per common share | $0.23 | $0.20 |
CONDENSED_CONSOLIDATED_STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Operating activities: | ||
Net income | $31,136 | $41,740 |
Net income | 31,136 | 41,740 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 108,544 | 113,699 |
Debt premium and discount amortization | -5,048 | -5,467 |
Deferred financing cost amortization | 2,048 | 2,522 |
Above- and below-market lease intangible amortization | -13,530 | -11,580 |
Provisions of impairment | 807 | 0 |
Gain on disposition of operating properties, disposition of investments in unconsolidated joint ventures and acquisition of joint venture interest | 0 | -16,624 |
Equity based compensation | 12,951 | 2,117 |
Other | 49 | -53 |
Gain on extinguishment of debt, net | -297 | -3,831 |
Changes in operating assets and liabilities: | ||
Restricted cash | -6,845 | 8,055 |
Receivables | 3,675 | 9,327 |
Deferred charges and prepaid expenses | -2,608 | -4,598 |
Other assets | -268 | 69 |
Accounts payable, accrued expenses and other liabilities | -17,677 | -48,800 |
Net cash provided by operating activities | 112,937 | 86,576 |
Investing activities: | ||
Improvements to and investments in real estate assets | -40,411 | -40,475 |
Proceeds from sales of real estate assets | 9,918 | 2,778 |
Distributions from unconsolidated joint venture | 0 | 132 |
Change in restricted cash attributable to investing activities | -1,678 | 1,096 |
Purchase of marketable securities | -4,200 | -8,156 |
Proceeds from sale of marketable securities | 4,499 | 4,851 |
Net cash used in investing activities | -31,872 | -39,774 |
Financing activities: | ||
Repayment of debt obligations and financing liabilities | -158,568 | -698,011 |
Repayment of borrowings under unsecured revolving credit facility | -682,475 | -637,047 |
Proceeds from borrowings under unsecured revolving credit facility | 163,000 | 689,874 |
Proceeds from unsecured term loan and notes | 695,156 | 600,000 |
Deferred financing costs | -1,899 | -2,953 |
Distributions to common stockholders | -67,079 | -29,170 |
Distributions to non-controlling interests and other | -21,611 | -27,714 |
Net cash used in financing activities | -73,476 | -105,021 |
Change in cash and cash equivalents | 7,589 | -58,219 |
Cash and cash equivalents at beginning of period | 60,595 | 113,915 |
Cash and cash equivalents at end of period | 68,184 | 55,696 |
Supplemental non-cash investing and/or financing activities: | ||
Net carrying value of properties distributed to non-controlling owners | 0 | 178,969 |
Brixmor Operating Partnership LP [Member] | ||
Operating activities: | ||
Net income | 31,136 | 41,740 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 108,544 | 113,699 |
Debt premium and discount amortization | -5,048 | -5,467 |
Deferred financing cost amortization | 2,048 | 2,522 |
Above- and below-market lease intangible amortization | -13,530 | -11,580 |
Provisions of impairment | 807 | 0 |
Gain on disposition of operating properties, disposition of investments in unconsolidated joint ventures and acquisition of joint venture interest | 0 | -16,624 |
Equity based compensation | 12,951 | 2,117 |
Other | 49 | -53 |
Gain on extinguishment of debt, net | -297 | -3,831 |
Changes in operating assets and liabilities: | ||
Restricted cash | -6,845 | 8,055 |
Receivables | 3,675 | 9,327 |
Deferred charges and prepaid expenses | -2,608 | -4,598 |
Other assets | -268 | 69 |
Accounts payable, accrued expenses and other liabilities | -17,670 | -48,753 |
Net cash provided by operating activities | 112,944 | 86,623 |
Investing activities: | ||
Improvements to and investments in real estate assets | -40,411 | -40,475 |
Proceeds from sales of real estate assets | 9,918 | 2,778 |
Distributions from unconsolidated joint venture | 0 | 132 |
Change in restricted cash attributable to investing activities | -1,675 | 1,096 |
Purchase of marketable securities | -4,200 | -8,153 |
Proceeds from sale of marketable securities | 4,499 | 4,851 |
Net cash used in investing activities | -31,869 | -39,771 |
Financing activities: | ||
Repayment of debt obligations and financing liabilities | -158,568 | -698,011 |
Repayment of borrowings under unsecured revolving credit facility | -682,475 | -637,047 |
Proceeds from borrowings under unsecured revolving credit facility | 163,000 | 689,874 |
Proceeds from unsecured term loan and notes | 695,156 | 600,000 |
Deferred financing costs | -1,899 | -2,953 |
Partners distributions | -68,722 | -56,169 |
Distributions to non-controlling interests and other | -19,870 | -323 |
Net cash used in financing activities | -73,378 | -104,629 |
Change in cash and cash equivalents | 7,697 | -57,777 |
Cash and cash equivalents at beginning of period | 60,450 | 113,006 |
Cash and cash equivalents at end of period | 68,147 | 55,229 |
Supplemental non-cash investing and/or financing activities: | ||
Net carrying value of properties distributed to non-controlling owners | $0 | $178,969 |
Nature_of_Business_and_Financi
Nature of Business and Financial Statement Presentation | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Nature of Business and Financial Statement Presentation | Nature of Business and Financial Statement Presentation |
Description of Business | |
Brixmor Property Group Inc. and subsidiaries (collectively, the “Parent Company”) is an internally-managed REIT. Brixmor Operating Partnership LP and subsidiaries (collectively, the “Operating Partnership”) is the entity through which the Parent Company conducts substantially all of its operations and owns substantially all of its assets. The Parent Company owns 100% of the common stock of BPG Subsidiary Inc. (“BPG Sub”), which, in turn, is the sole member of Brixmor OP GP LLC (the “General Partner”), the sole general partner of the Operating Partnership. The Parent Company engages in the ownership, management, leasing, acquisition and development of retail shopping centers through the Operating Partnership, and has no other substantial assets or liabilities other than through its investment in the Operating Partnership. The Parent Company, the Operating Partnership and their controlled subsidiaries on a consolidated basis (collectively the “Company” or “Brixmor”) owns and operates the largest wholly-owned portfolio of grocery-anchored community and neighborhood shopping centers in the United States. | |
As of March 31, 2015, the Parent Company beneficially owned, through its direct and indirect interest in BPG Sub and the General Partner, 98.1% of the outstanding partnership common units of interest in the Operating Partnership (“OP Units”). Certain investments funds affiliated with The Blackstone Group L.P. (together with such affiliated funds, “Blackstone”) and certain members of the Parent Company’s current and former management collectively owned the remaining 1.9% of the outstanding OP Units. Holders of OP Units (other than the Parent Company, BPG Sub and the General Partner) may redeem their OP Units for cash based upon the market value of an equivalent number of shares of the Parent Company’s common stock or, at the Parent Company’s election, exchange their OP Units for shares of the Parent Company’s common stock on a one-for-one basis subject to customary conversion rate adjustments for splits, unit distributions and reclassifications. The number of OP Units in the Operating Partnership beneficially owned by the Parent Company is equivalent to the number of outstanding shares of the Parent Company’s common stock, and the entitlement of all OP Units to quarterly distributions and payments in liquidation is substantially the same as those of the Parent Company’s common stockholders. | |
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 U.S. generally accepted accounting principles (“GAAP”). | |
Basis of Presentation | |
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for the fair presentation of the financial position of the Company at March 31, 2015 and the results of operations for the periods presented have been included. The operating results for the period presented are not necessarily indicative of the results that may be expected for a full fiscal year. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2014 and accompanying notes included in the Company's annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 19, 2015. | |
Certain prior period balances in the accompanying unaudited Condensed Consolidated Statements of Operations have been reclassified to conform to the current period presentation including for the results of discontinued operations. | |
Principles of Consolidation | |
The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Parent Company, the Operating Partnership, each of their wholly owned subsidiaries and all other entities in which they have a controlling financial interest. The portions of consolidated entities not owned by the Parent Company and the Operating Partnership are presented as non-controlling interests as of and during the periods presented. All intercompany transactions have been eliminated. | |
Subsequent Events | |
In preparing the unaudited Condensed Consolidated Financial Statements, the Company has evaluated events and transactions occurring after March 31, 2015 for recognition or disclosure purposes. Based on this evaluation, there were no subsequent events from March 31, 2015 through the date the financial statements were issued. | |
Income Taxes | |
The Parent Company has elected to qualify as a REIT in accordance with the Internal Revenue Code (the “Code”). To qualify as a REIT, the Parent 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 Parent Company’s REIT status. | |
As a REIT, the Parent 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 Parent 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. | |
The Parent Company does not have any taxable REIT subsidiaries, but may in the future elect to treat newly formed subsidiaries as taxable REIT subsidiaries which would be 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. | |
The Operating Partnership is organized as a limited partnership and is generally not subject to federal income tax. Accordingly, no provision for federal income taxes has been reflected in the accompanying unaudited Condensed Consolidated Financial Statements. The Operating Partnership, however, may be subject to certain state and local income taxes or franchise taxes. | |
The Company has analyzed the tax position taken on income tax returns for the open 2012 through 2014 tax years and has concluded that no provision for income taxes related to uncertain tax positions is required in the Company’s unaudited Condensed Consolidated Financial Statements as of March 31, 2015 and December 31, 2014. | |
New Accounting Pronouncements | |
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” ASU No. 2014-09 contains a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance in ASU No. 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. For public entities, ASU No. 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company is currently in the process of evaluating the impact the adoption of ASU No. 2014-09 will have on the unaudited Condensed Consolidated Financial Statements of the Company. | |
Any other recently issued accounting standards or pronouncements not disclosed above have been excluded as they either are not relevant to the Company, or they are not expected to have a material effect on the unaudited Condensed Consolidated Financial Statements of the Company. |
Discontinued_Operations_and_As
Discontinued Operations and Assets Held for Sale | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Discontinued Operations and Disposal Groups [Abstract] | ||||
Discontinued Operations and Assets Held for Sale | Disposals, Discontinued Operations and Assets Held for Sale | |||
During the three months ended March 31, 2015, the Company disposed of one shopping center for proceeds of $9.9 million resulting in a $0.8 million impairment. The Company had no properties held for sale as of March 31, 2015. For purposes of measuring this provision, fair value was determined based upon contracts with buyers, adjusted to reflect associated disposition costs. | ||||
As a result of adopting ASU No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”, there were no discontinued operations for the three months ended March 31, 2015 as none of the current year sales represented a strategic shift in the Company’s business that would qualify as discontinued operations. The following table provides a summary of revenues and expenses from properties included in discontinued operations during the three months ended March 31, 2014: | ||||
Three Months Ended March 31, 2014 | ||||
Discontinued operations: | ||||
Revenues | $ | 386 | ||
Operating expenses | (1,354 | ) | ||
Other income (expense), net | 5,809 | |||
Income from discontinued operating properties | 4,841 | |||
Gain on disposition of operating properties | 14,426 | |||
Income from discontinued operations | $ | 19,267 | ||
Discontinued operations includes the results of 34 shopping centers disposed of during the year ended December 31, 2014. |
Real_Estate
Real Estate | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Real Estate [Abstract] | ||||||||
Real Estate | Real Estate | |||||||
The Company’s components of Real estate, net consisted of the following: | ||||||||
31-Mar-15 | 31-Dec-14 | |||||||
Land | $ | 1,998,924 | $ | 2,000,415 | ||||
Buildings and improvements: | ||||||||
Building | 7,331,215 | 7,332,073 | ||||||
Building and tenant improvements | 571,986 | 552,351 | ||||||
Other rental property (1) | 900,803 | 917,410 | ||||||
10,802,928 | 10,802,249 | |||||||
Accumulated depreciation and amortization (1) | (1,628,329 | ) | (1,549,234 | ) | ||||
Total | $ | 9,174,599 | $ | 9,253,015 | ||||
(1) | At March 31, 2015 and December 31, 2014, Other rental property consisted of intangible assets including: (i) $818.2 million and $833.3 million, respectively, of in-place lease value, (ii) $82.6 million and $84.1 million, respectively, of above-market leases, and (iii) $562.4 million and $550.4 million, respectively, of accumulated amortization. These intangible assets are amortized over the term of each related lease. | |||||||
In addition, at March 31, 2015 and December 31, 2014, the Company had intangible liabilities relating to below-market leases of $519.6 million and $528.7 million, respectively, and accumulated amortization of $210.6 million and $202.7 million, respectively. These intangible liabilities, which are included in Accounts payable, accrued expenses and other liabilities in the Company’s unaudited Condensed 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 three months ended March 31, 2015 and 2014 was $11.6 million and $21.7 million, respectively. The estimated net amortization expense associated with the Company’s intangible assets and liabilities for the next five years is as follows: | ||||||||
Year Ended December 31, | Estimated net amortization expense | |||||||
2015 (remaining nine months) | $ | 31,562 | ||||||
2016 | 22,451 | |||||||
2017 | 10,518 | |||||||
2018 | 4,475 | |||||||
2019 | 2,408 | |||||||
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. |
Financial_Instruments_Derivati
Financial Instruments - Derivatives and Hedging | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||
Financial Instruments - Derivatives and Hedging | 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 may enter 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 | |||||||||
The Company uses interest rate swaps to manage its exposure to changes in benchmark interest rates. 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 three months ended March 31, 2015 and 2014, the Company did not enter into any new interest rate swap agreements. | |||||||||
A detail of the Company’s interest rate derivatives designated as cash flow hedges outstanding as of March 31, 2015 is as follows: | |||||||||
Number of Instruments | Notional Amount | ||||||||
Interest Rate Swaps | 5 | $ | 1,500,000 | ||||||
The Company has elected to present its interest rate derivatives on its unaudited Condensed Consolidated Balance Sheets on a gross basis as interest rate swap assets and interest rate swap liabilities. A detail of the Company’s fair value of interest rate derivatives on a gross and net basis as of March 31, 2015 and December 31, 2014, respectively, is as follows: | |||||||||
Fair Value of Derivative Instruments | |||||||||
Interest rate swaps classified as: | 31-Mar-15 | 31-Dec-14 | |||||||
Gross derivative assets | $ | — | $ | — | |||||
Gross derivative liabilities | (6,860 | ) | (4,423 | ) | |||||
Net derivative liability | $ | (6,860 | ) | $ | (4,423 | ) | |||
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 Company estimates that approximately $7.1 million will be reclassified from accumulated other comprehensive loss as an increase to interest expense over the next twelve months. No gain or loss was recognized related to hedge ineffectiveness or to amounts excluded from effectiveness testing on the Company’s cash flow hedges during the three months ended March 31, 2015 and 2014. | |||||||||
Non-Designated (Mark-to Market) Hedges of Interest Rate Risk | |||||||||
The Company does not use derivatives for trading or speculative purposes. As of March 31, 2015 and December 31, 2014, the Company did not have any material non-designated hedges. | |||||||||
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 $7.8 million. |
Debt_Obligations
Debt Obligations | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Debt Disclosure [Abstract] | |||||||||||||
Debt Obligations | Debt Obligations | ||||||||||||
As of March 31, 2015 and December 31, 2014, the Company had the following indebtedness outstanding: | |||||||||||||
Carrying Value as of | |||||||||||||
31-Mar-15 | 31-Dec-14 | Stated | Scheduled | ||||||||||
Interest | Maturity | ||||||||||||
Rates | Date | ||||||||||||
Mortgage and secured loans(1) | |||||||||||||
Fixed rate mortgage and secured loans(2) | $ | 3,058,313 | $ | 3,116,882 | 5.05% - 8.00% | 2015 – 2021 | |||||||
Variable rate mortgage and secured loans | — | — | N/A | N/A | |||||||||
Total mortgage and secured loans | 3,058,313 | 3,116,882 | |||||||||||
Net unamortized premium | 60,024 | 66,340 | |||||||||||
Total mortgage and secured loans, net | $ | 3,118,337 | $ | 3,183,222 | |||||||||
Notes payables | |||||||||||||
Unsecured notes(3) | $ | 843,453 | $ | 243,453 | 3.85% - 7.97% | 2015 - 2029 | |||||||
Net unamortized discount | (2,532 | ) | (3,153 | ) | |||||||||
Total notes payable, net | $ | 840,921 | $ | 240,300 | |||||||||
Unsecured Credit Facility(4) | $ | 1,500,000 | $ | 2,019,475 | 1.69% | 2017 – 2018 | |||||||
Unsecured Term Loan | 600,000 | 600,000 | 1.59% | 2019 | |||||||||
Total debt obligations, net | $ | 6,059,258 | $ | 6,042,997 | |||||||||
(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 March 31, 2015 of approximately $4.3 billion. | ||||||||||||
(2) | The weighted average interest rate on the Company’s fixed rate mortgage and secured loans was 5.97% as of March 31, 2015. | ||||||||||||
(3) | The weighted average interest rate on the Company’s unsecured notes was 4.13% as of March 31, 2015. | ||||||||||||
(4) | The Unsecured Credit Facility (as defined below) consists of a $1.25 billion revolving credit facility and a $1.5 billion term loan facility. 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 150 basis points. In February 2015, the Unsecured Credit Facility was amended to terminate the guarantees and release and discharge the Parent Guarantors from their respective obligations under the guarantees. | ||||||||||||
2015 Debt Transactions | |||||||||||||
In January 2015, the Operating Partnership issued $700.0 million aggregate principal amount of 3.850% Senior Notes due 2025 (the “2025 Notes”), the proceeds of which were used to repay outstanding borrowings under its $1.25 billion unsecured revolving credit facility that had been used to repay indebtedness and financial liabilities over the course of 2014. The 2025 Notes bear interest at a rate of 3.850% per annum, payable semi-annually on February 1 and August 1 of each year, commencing August 1, 2015. The 2025 Notes will mature on February 1, 2025. The 2025 Notes are the Operating Partnership’s unsecured and unsubordinated obligations and rank equally in right of payment with all of the Operating Partnership’s existing and future senior unsecured and unsubordinated indebtedness. The Operating Partnership may redeem the 2025 Notes at any time in whole or from time to time in part at the applicable make-whole redemption price specified in the Indenture. If the 2025 Notes are redeemed on or after November 1, 2024 (three months prior to the maturity date), the redemption price will be equal to 100% of the principal amount of the 2025 Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date. | |||||||||||||
In addition, during the three months ended March 31, 2015, the Company repaid $51.5 million of mortgages and secured loans and $100.0 million of unsecured notes, resulting in a $0.3 million net gain on extinguishment of debt. These repayments were funded primarily from borrowings under the Company’s Unsecured Credit Facility. | |||||||||||||
Pursuant to the terms of an unsecured $600.0 million term loan (the “Term Loan”), a $2.75 billion senior unsecured credit facility (the “Unsecured Credit Facility”) and the 2025 Notes, 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 March 31, 2015 and December 31, 2014, the Company had accrued interest of $24.6 million and $20.4 million outstanding, respectively. As of March 31, 2015, scheduled maturities of the Company’s outstanding debt obligations were as follows: | |||||||||||||
Year ending December 31, | |||||||||||||
2015 (remaining nine months) | $ | 494,388 | |||||||||||
2016 | 1,257,862 | ||||||||||||
2017 | 349,659 | ||||||||||||
2018 | 1,519,476 | ||||||||||||
2019 | 620,126 | ||||||||||||
Thereafter | 1,760,255 | ||||||||||||
Total debt maturities | 6,001,766 | ||||||||||||
Net unamortized premiums on mortgages | 60,024 | ||||||||||||
Net unamortized discount on notes | (2,532 | ) | |||||||||||
Total debt obligations | $ | 6,059,258 | |||||||||||
Fair_Value_Disclosures
Fair Value Disclosures | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Fair Value Disclosures | Fair Value Disclosures | ||||||||||||||||
All financial instruments of the Company are reflected in the accompanying unaudited Condensed Consolidated Balance Sheets at amounts which, in management’s judgment, reasonably approximate their fair values, except those instruments listed below: | |||||||||||||||||
31-Mar-15 | 31-Dec-14 | ||||||||||||||||
Carrying | Fair | Carrying | Fair | ||||||||||||||
Amounts | Value | Amounts | Value | ||||||||||||||
Mortgage and secured loans payable | $ | 3,118,337 | $ | 3,298,590 | $ | 3,183,222 | $ | 3,337,250 | |||||||||
Notes payable | 840,921 | 847,001 | 240,300 | 252,441 | |||||||||||||
Unsecured credit facility and term loan | 2,100,000 | 2,100,000 | 2,619,475 | 2,619,475 | |||||||||||||
Total debt obligations | $ | 6,059,258 | $ | 6,245,591 | $ | 6,042,997 | $ | 6,209,166 | |||||||||
The valuation methodology used to estimate the fair value of the Company’s fixed and variable-rate indebtedness 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 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 March 31, 2015 and December 31, 2014, 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. At March 31, 2015 and December 31, 2014, the fair values of the Company’s mortgage and secured loans and notes payable, valued based on discounted cash flow or other similar methodologies were classified within Level 3 of the fair value hierarchy. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
Equity | Equity |
Common Shares | |
During the three months ended March 31, 2015 and 2014, the Company declared common stock dividends of $0.225 per share and $0.200 per share, respectively. | |
Non-Controlling Interests | |
The non-controlling interests presented in these unaudited Condensed Consolidated Financial Statements relate to portions of consolidated subsidiaries held by the non-controlling interest holders. | |
Certain investments funds affiliated with The Blackstone Group L.P. and certain members of the Company’s management collectively owned 1.92% and 2.54% of the Operating Partnership’s outstanding vested partnership common units as of March 31, 2015 and December 31, 2014, respectively. During the three months ended March 31, 2015, 1.9 million OP Units were converted to an equal number of the Company’s common shares. |
Stock_Based_Compensation
Stock Based Compensation | 3 Months Ended |
Mar. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Based Compensation | Stock Based Compensation |
In 2011 and 2013 prior to the IPO, certain employees of the Company were granted long-term incentive awards which provided 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 to such employees by the Partnerships, in the form of Class B Units in each of the Partnerships. The awards were granted with service, performance and market conditions. In connection with the IPO, certain of these awards vested and the vested awards were exchanged for a combination of vested common shares of the Company and vested shares of BPG Sub. The remaining unvested Class B Units as of the IPO effective date were exchanged for a combination of unvested restricted common shares of the Company and unvested restricted common shares of BPG Sub, (collectively, the “RSAs”). The RSAs are subject to the same vesting terms as those applicable to the exchanged Class B Units. During the three months ended March 31, 2015, the achievement of the performance condition became probable and the Company recognized $9.9 million of equity based compensation expense as a component of General and administrative expense in the Consolidated Statements of Operations. | |
In connection with the IPO, the Board of Directors approved the 2013 Omnibus Incentive Plan (the “Plan”). The Plan provides for a maximum of 15.0 million shares of the Company’s common stock to be issued for qualified and non-qualified options, stock appreciation rights, restricted stock and restricted stock units, OP Units in the Operating Partnership, performance awards and other stock-based awards. | |
During the three months ended March 31, 2015 and year ended December 31, 2014, the Company granted restricted stock units (“RSUs”) in the Company to certain employees, or at the election of certain employees, long-term incentive plan units (“LTIP Units”) in the Operating Partnership. The RSUs and LTIP Units are divided into multiple tranches, with each tranche subject to separate performance-based vesting conditions, market-based vesting conditions and service-based vesting conditions. Each award contains a threshold, target, and maximum number of units in respect to each tranche. The number of units actually earned for each tranche is determined based on performance during a specified performance period, and the earned units are then further subject to time-based vesting conditions. The aggregate number of RSUs and LTIP Units granted, assuming that the target level of performance is achieved, was 0.6 million and 0.6 million for the three months ended March 31, 2015 and year ended December 31, 2014, respectively, with service periods ranging from one to five years. | |
The Company recognized $12.9 million and $2.1 million of equity based compensation expense for the three months ended March 31, 2015 and 2014, respectively. As of March 31, 2015, the Company had $19.2 million of total unrecognized compensation cost related to unvested stock compensation expected to be recognized over a weighted average period of approximately 2.6 years. |
Earnings_Per_Share
Earnings Per Share | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Earnings Per Share | Earnings per Share | |||||||
Basic earnings per share (“EPS”) is calculated by dividing net income attributable to the Company’s common stockholders, including participating securities, by the weighted average number of shares outstanding for the period. Certain restricted shares issued pursuant to the Company’s share-based compensation program are considered participating securities, as such shares have rights to receive non-forfeitable 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 stockholders. 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 following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three months ended March 31, 2015 and 2014: | ||||||||
Three Month Ended March 31, | ||||||||
2015 | 2014 | |||||||
Computation of Basic Earnings Per Share: | ||||||||
Income from continuing operations | $ | 31,136 | $ | 22,473 | ||||
Income attributable to non-controlling interests | (713 | ) | (7,126 | ) | ||||
Non-forfeitable dividends on unvested restricted shares | (4 | ) | (416 | ) | ||||
Income from continuing operations attributable to common stockholders | 30,419 | 14,931 | ||||||
Income from discontinued operations, net of non-controlling interests | — | 54 | ||||||
Net income attributable to the Company’s common stockholders for basic earnings per share | $ | 30,419 | $ | 14,985 | ||||
Weighted average number shares outstanding - basic | 296,189 | 228,113 | ||||||
Basic Earnings Per Share Attributable to the Company’s Common Stockholders: | ||||||||
Income from continuing operations | $ | 0.1 | $ | 0.07 | ||||
Income from discontinued operations | — | — | ||||||
Net income | $ | 0.1 | $ | 0.07 | ||||
Computation of Diluted Earnings Per Share: | ||||||||
Income from continuing operations attributable to common stockholders | $ | 30,419 | $ | 14,931 | ||||
Income from discontinued operations, net of nonconvertible non-controlling interests | — | 54 | ||||||
Net income attributable to the Company’s common stockholders for diluted earnings per share | $ | 30,419 | $ | 14,985 | ||||
Weighted average shares outstanding - basic | 296,189 | 228,113 | ||||||
Effect of dilutive securities: | ||||||||
Equity awards | 1,526 | 1,252 | ||||||
Weighted average shares outstanding - diluted | 297,715 | 229,365 | ||||||
Diluted Earnings Per Share Attributable to the Company’s Common Stockholders: | ||||||||
Income from continuing operations | $ | 0.1 | $ | 0.07 | ||||
Income from discontinued operations | — | — | ||||||
Net income | $ | 0.1 | $ | 0.07 | ||||
Earnings_per_Unit
Earnings per Unit | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Schedule of Earnings per Share [Line Items] | ||||||||
Earnings per Unit | Earnings per Share | |||||||
Basic earnings per share (“EPS”) is calculated by dividing net income attributable to the Company’s common stockholders, including participating securities, by the weighted average number of shares outstanding for the period. Certain restricted shares issued pursuant to the Company’s share-based compensation program are considered participating securities, as such shares have rights to receive non-forfeitable 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 stockholders. 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 following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three months ended March 31, 2015 and 2014: | ||||||||
Three Month Ended March 31, | ||||||||
2015 | 2014 | |||||||
Computation of Basic Earnings Per Share: | ||||||||
Income from continuing operations | $ | 31,136 | $ | 22,473 | ||||
Income attributable to non-controlling interests | (713 | ) | (7,126 | ) | ||||
Non-forfeitable dividends on unvested restricted shares | (4 | ) | (416 | ) | ||||
Income from continuing operations attributable to common stockholders | 30,419 | 14,931 | ||||||
Income from discontinued operations, net of non-controlling interests | — | 54 | ||||||
Net income attributable to the Company’s common stockholders for basic earnings per share | $ | 30,419 | $ | 14,985 | ||||
Weighted average number shares outstanding - basic | 296,189 | 228,113 | ||||||
Basic Earnings Per Share Attributable to the Company’s Common Stockholders: | ||||||||
Income from continuing operations | $ | 0.1 | $ | 0.07 | ||||
Income from discontinued operations | — | — | ||||||
Net income | $ | 0.1 | $ | 0.07 | ||||
Computation of Diluted Earnings Per Share: | ||||||||
Income from continuing operations attributable to common stockholders | $ | 30,419 | $ | 14,931 | ||||
Income from discontinued operations, net of nonconvertible non-controlling interests | — | 54 | ||||||
Net income attributable to the Company’s common stockholders for diluted earnings per share | $ | 30,419 | $ | 14,985 | ||||
Weighted average shares outstanding - basic | 296,189 | 228,113 | ||||||
Effect of dilutive securities: | ||||||||
Equity awards | 1,526 | 1,252 | ||||||
Weighted average shares outstanding - diluted | 297,715 | 229,365 | ||||||
Diluted Earnings Per Share Attributable to the Company’s Common Stockholders: | ||||||||
Income from continuing operations | $ | 0.1 | $ | 0.07 | ||||
Income from discontinued operations | — | — | ||||||
Net income | $ | 0.1 | $ | 0.07 | ||||
Brixmor Operating Partnership LP [Member] | ||||||||
Schedule of Earnings per Share [Line Items] | ||||||||
Earnings per Unit | Earnings per Unit | |||||||
Basic earnings per unit is calculated by dividing net income attributable to the Operating Partnership’s common units, including participating securities, by the weighted average number of partnership common units outstanding for the period. Certain restricted units issued pursuant to the Company’s share-based compensation program are considered participating securities. Unvested restricted units are not allocated net losses, as such amounts are allocated entirely to the partnership common units. | ||||||||
The following table provides a reconciliation of the numerator and denominator of the earnings per unit calculations for the three months ended March 31, 2015 and 2014: | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Computation of Basic Earnings Per Unit: | ||||||||
Income from continuing operations | $ | 31,136 | $ | 22,473 | ||||
Income attributable to non-controlling interests | — | (2,142 | ) | |||||
Non-forfeitable dividends on unvested restricted shares | (4 | ) | (416 | ) | ||||
Income from continuing operations attributable to partnership common units | 31,132 | 19,915 | ||||||
Income from discontinued operations, net of Series A interest | — | 72 | ||||||
Net income attributable to the Operating Partnership’s common units for basic earnings per unit | $ | 31,132 | $ | 19,987 | ||||
Weighted average number of common units outstanding - basic | 303,131 | 302,149 | ||||||
Basic Earnings Per Unit Attributable to the Operating Partnership’s Common Units: | ||||||||
Income from continuing operations | $ | 0.1 | $ | 0.07 | ||||
Income from discontinued operations | — | — | ||||||
Net Income | $ | 0.1 | $ | 0.07 | ||||
Computation of Diluted Earnings Per Unit: | ||||||||
Income from continuing operations attributable to partnership common units | $ | 31,132 | $ | 19,915 | ||||
Income from discontinued operations, net of Series A interest | — | 19 | ||||||
Net income attributable to the Operating Partnership’s common units for diluted earnings per unit | $ | 31,132 | $ | 19,934 | ||||
Weighted average common units outstanding - basic | 303,131 | 302,149 | ||||||
Effect of dilutive securities: | ||||||||
Equity awards | 1,526 | 1,252 | ||||||
Weighted average common units outstanding - diluted | 304,657 | 303,401 | ||||||
Diluted Earnings Per Unit Attributable to the Operating Partnership’s Common Units: | ||||||||
Income from continuing operations | $ | 0.1 | $ | 0.07 | ||||
Income from discontinued operations | — | — | ||||||
Net Income | $ | 0.1 | $ | 0.07 | ||||
Commitments_and_Contingencies_
Commitments and Contingencies Commitments and Contingencies | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Commitments and Contingencies | Commitments and Contingencies | ||||
Leasing commitments | |||||
The Company periodically enters into ground leases for neighborhood and community shopping centers which it operates and enters into office leases for administrative space. During the three months ended March 31, 2015 and 2014, the Company recognized rent expense associated with these leases of $2.5 million and $2.4 million, respectively. Minimum annual rental commitments associated with these leases during the next five years and thereafter are as follows: | |||||
Year ending December 31, | |||||
2015 (remaining nine months) | $ | 5,459 | |||
2016 | 6,986 | ||||
2017 | 6,881 | ||||
2018 | 6,497 | ||||
2019 | 6,352 | ||||
Thereafter | 92,764 | ||||
Total minimum annual rental commitments | $ | 124,939 | |||
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. |
RelatedParty_Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 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 March 31, 2015 and December 31, 2014, receivables from related parties were $3.8 million and $4.2 million, respectively, which are included in Receivables, net in the unaudited Condensed Consolidated Balance Sheets. As of March 31, 2015 and December 31, 2014, there were no material payables to related parties. |
Nature_of_Business_and_Financi1
Nature of Business and Financial Statement Presentation (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business |
Brixmor Property Group Inc. and subsidiaries (collectively, the “Parent Company”) is an internally-managed REIT. Brixmor Operating Partnership LP and subsidiaries (collectively, the “Operating Partnership”) is the entity through which the Parent Company conducts substantially all of its operations and owns substantially all of its assets. The Parent Company owns 100% of the common stock of BPG Subsidiary Inc. (“BPG Sub”), which, in turn, is the sole member of Brixmor OP GP LLC (the “General Partner”), the sole general partner of the Operating Partnership. The Parent Company engages in the ownership, management, leasing, acquisition and development of retail shopping centers through the Operating Partnership, and has no other substantial assets or liabilities other than through its investment in the Operating Partnership. The Parent Company, the Operating Partnership and their controlled subsidiaries on a consolidated basis (collectively the “Company” or “Brixmor”) owns and operates the largest wholly-owned portfolio of grocery-anchored community and neighborhood shopping centers in the United States. | |
As of March 31, 2015, the Parent Company beneficially owned, through its direct and indirect interest in BPG Sub and the General Partner, 98.1% of the outstanding partnership common units of interest in the Operating Partnership (“OP Units”). Certain investments funds affiliated with The Blackstone Group L.P. (together with such affiliated funds, “Blackstone”) and certain members of the Parent Company’s current and former management collectively owned the remaining 1.9% of the outstanding OP Units. Holders of OP Units (other than the Parent Company, BPG Sub and the General Partner) may redeem their OP Units for cash based upon the market value of an equivalent number of shares of the Parent Company’s common stock or, at the Parent Company’s election, exchange their OP Units for shares of the Parent Company’s common stock on a one-for-one basis subject to customary conversion rate adjustments for splits, unit distributions and reclassifications. The number of OP Units in the Operating Partnership beneficially owned by the Parent Company is equivalent to the number of outstanding shares of the Parent Company’s common stock, and the entitlement of all OP Units to quarterly distributions and payments in liquidation is substantially the same as those of the Parent Company’s common stockholders. | |
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 U.S. generally accepted accounting principles (“GAAP”). | |
Basis of Presentation | Basis of Presentation |
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for the fair presentation of the financial position of the Company at March 31, 2015 and the results of operations for the periods presented have been included. The operating results for the period presented are not necessarily indicative of the results that may be expected for a full fiscal year. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2014 and accompanying notes included in the Company's annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 19, 2015. | |
Certain prior period balances in the accompanying unaudited Condensed Consolidated Statements of Operations have been reclassified to conform to the current period presentation including for the results of discontinued operations. | |
Principles of Consolidation | Principles of Consolidation |
The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Parent Company, the Operating Partnership, each of their wholly owned subsidiaries and all other entities in which they have a controlling financial interest. The portions of consolidated entities not owned by the Parent Company and the Operating Partnership are presented as non-controlling interests as of and during the periods presented. All intercompany transactions have been eliminated. | |
Subsequent Events | Subsequent Events |
In preparing the unaudited Condensed Consolidated Financial Statements, the Company has evaluated events and transactions occurring after March 31, 2015 for recognition or disclosure purposes. Based on this evaluation, there were no subsequent events from March 31, 2015 through the date the financial statements were issued. | |
Income Taxes | Income Taxes |
The Parent Company has elected to qualify as a REIT in accordance with the Internal Revenue Code (the “Code”). To qualify as a REIT, the Parent 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 Parent Company’s REIT status. | |
As a REIT, the Parent 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 Parent 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. | |
The Parent Company does not have any taxable REIT subsidiaries, but may in the future elect to treat newly formed subsidiaries as taxable REIT subsidiaries which would be 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. | |
The Operating Partnership is organized as a limited partnership and is generally not subject to federal income tax. Accordingly, no provision for federal income taxes has been reflected in the accompanying unaudited Condensed Consolidated Financial Statements. The Operating Partnership, however, may be subject to certain state and local income taxes or franchise taxes. | |
The Company has analyzed the tax position taken on income tax returns for the open 2012 through 2014 tax years and has concluded that no provision for income taxes related to uncertain tax positions is required in the Company’s unaudited Condensed Consolidated Financial Statements as of March 31, 2015 and December 31, 2014. | |
New Accounting Pronouncements | New Accounting Pronouncements |
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” ASU No. 2014-09 contains a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance in ASU No. 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. For public entities, ASU No. 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company is currently in the process of evaluating the impact the adoption of ASU No. 2014-09 will have on the unaudited Condensed Consolidated Financial Statements of the Company. | |
Any other recently issued accounting standards or pronouncements not disclosed above have been excluded as they either are not relevant to the Company, or they are not expected to have a material effect on the unaudited Condensed Consolidated Financial Statements of the Company. |
Discontinued_Operations_and_As1
Discontinued Operations and Assets Held for Sale (Tables) | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Discontinued Operations and Disposal Groups [Abstract] | ||||
Schedule of Reclassificationa of Disposal Groups, Including Discontinued Operations | The following table provides a summary of revenues and expenses from properties included in discontinued operations during the three months ended March 31, 2014: | |||
Three Months Ended March 31, 2014 | ||||
Discontinued operations: | ||||
Revenues | $ | 386 | ||
Operating expenses | (1,354 | ) | ||
Other income (expense), net | 5,809 | |||
Income from discontinued operating properties | 4,841 | |||
Gain on disposition of operating properties | 14,426 | |||
Income from discontinued operations | $ | 19,267 | ||
Real_Estate_Tables
Real Estate (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Real Estate [Abstract] | ||||||||
Schedule of real estate properties | The Company’s components of Real estate, net consisted of the following: | |||||||
31-Mar-15 | 31-Dec-14 | |||||||
Land | $ | 1,998,924 | $ | 2,000,415 | ||||
Buildings and improvements: | ||||||||
Building | 7,331,215 | 7,332,073 | ||||||
Building and tenant improvements | 571,986 | 552,351 | ||||||
Other rental property (1) | 900,803 | 917,410 | ||||||
10,802,928 | 10,802,249 | |||||||
Accumulated depreciation and amortization (1) | (1,628,329 | ) | (1,549,234 | ) | ||||
Total | $ | 9,174,599 | $ | 9,253,015 | ||||
(1) | At March 31, 2015 and December 31, 2014, Other rental property consisted of intangible assets including: (i) $818.2 million and $833.3 million, respectively, of in-place lease value, (ii) $82.6 million and $84.1 million, respectively, of above-market leases, and (iii) $562.4 million and $550.4 million, respectively, of accumulated amortization. These intangible assets are amortized over the term of each related lease. | |||||||
Schedule of expected net amortization expense associated with intangible assets and liabilities | The estimated net amortization expense associated with the Company’s intangible assets and liabilities for the next five years is as follows: | |||||||
Year Ended December 31, | Estimated net amortization expense | |||||||
2015 (remaining nine months) | $ | 31,562 | ||||||
2016 | 22,451 | |||||||
2017 | 10,518 | |||||||
2018 | 4,475 | |||||||
2019 | 2,408 | |||||||
Financial_Instruments_Derivati1
Financial Instruments - Derivatives and Hedging (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Derivative [Line Items] | |||||||||
Schedule of derivative instruments in Statement of Financial Position, fair value | A detail of the Company’s fair value of interest rate derivatives on a gross and net basis as of March 31, 2015 and December 31, 2014, respectively, is as follows: | ||||||||
Fair Value of Derivative Instruments | |||||||||
Interest rate swaps classified as: | 31-Mar-15 | 31-Dec-14 | |||||||
Gross derivative assets | $ | — | $ | — | |||||
Gross derivative liabilities | (6,860 | ) | (4,423 | ) | |||||
Net derivative liability | $ | (6,860 | ) | $ | (4,423 | ) | |||
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | |||||||||
Derivative [Line Items] | |||||||||
Schedule of interest rate derivatives | A detail of the Company’s interest rate derivatives designated as cash flow hedges outstanding as of March 31, 2015 is as follows: | ||||||||
Number of Instruments | Notional Amount | ||||||||
Interest Rate Swaps | 5 | $ | 1,500,000 | ||||||
Debt_Obligations_Tables
Debt Obligations (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Debt Disclosure [Abstract] | |||||||||||||
Debt obligations under various arrangements with financial institutions | As of March 31, 2015 and December 31, 2014, the Company had the following indebtedness outstanding: | ||||||||||||
Carrying Value as of | |||||||||||||
31-Mar-15 | 31-Dec-14 | Stated | Scheduled | ||||||||||
Interest | Maturity | ||||||||||||
Rates | Date | ||||||||||||
Mortgage and secured loans(1) | |||||||||||||
Fixed rate mortgage and secured loans(2) | $ | 3,058,313 | $ | 3,116,882 | 5.05% - 8.00% | 2015 – 2021 | |||||||
Variable rate mortgage and secured loans | — | — | N/A | N/A | |||||||||
Total mortgage and secured loans | 3,058,313 | 3,116,882 | |||||||||||
Net unamortized premium | 60,024 | 66,340 | |||||||||||
Total mortgage and secured loans, net | $ | 3,118,337 | $ | 3,183,222 | |||||||||
Notes payables | |||||||||||||
Unsecured notes(3) | $ | 843,453 | $ | 243,453 | 3.85% - 7.97% | 2015 - 2029 | |||||||
Net unamortized discount | (2,532 | ) | (3,153 | ) | |||||||||
Total notes payable, net | $ | 840,921 | $ | 240,300 | |||||||||
Unsecured Credit Facility(4) | $ | 1,500,000 | $ | 2,019,475 | 1.69% | 2017 – 2018 | |||||||
Unsecured Term Loan | 600,000 | 600,000 | 1.59% | 2019 | |||||||||
Total debt obligations, net | $ | 6,059,258 | $ | 6,042,997 | |||||||||
(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 March 31, 2015 of approximately $4.3 billion. | ||||||||||||
(2) | The weighted average interest rate on the Company’s fixed rate mortgage and secured loans was 5.97% as of March 31, 2015. | ||||||||||||
(3) | The weighted average interest rate on the Company’s unsecured notes was 4.13% as of March 31, 2015. | ||||||||||||
(4) | The Unsecured Credit Facility (as defined below) consists of a $1.25 billion revolving credit facility and a $1.5 billion term loan facility. 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 150 basis points. In February 2015, the Unsecured Credit Facility was amended to terminate the guarantees and release and discharge the Parent Guarantors from their respective obligations under the guarantees. | ||||||||||||
Future expected/scheduled maturities of outstanding debt and capital lease obligations | As of March 31, 2015 and December 31, 2014, the Company had accrued interest of $24.6 million and $20.4 million outstanding, respectively. As of March 31, 2015, scheduled maturities of the Company’s outstanding debt obligations were as follows: | ||||||||||||
Year ending December 31, | |||||||||||||
2015 (remaining nine months) | $ | 494,388 | |||||||||||
2016 | 1,257,862 | ||||||||||||
2017 | 349,659 | ||||||||||||
2018 | 1,519,476 | ||||||||||||
2019 | 620,126 | ||||||||||||
Thereafter | 1,760,255 | ||||||||||||
Total debt maturities | 6,001,766 | ||||||||||||
Net unamortized premiums on mortgages | 60,024 | ||||||||||||
Net unamortized discount on notes | (2,532 | ) | |||||||||||
Total debt obligations | $ | 6,059,258 | |||||||||||
Fair_Value_Disclosures_Tables
Fair Value Disclosures (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Schedule Of Fair Value Debt Obligation | All financial instruments of the Company are reflected in the accompanying unaudited Condensed Consolidated Balance Sheets at amounts which, in management’s judgment, reasonably approximate their fair values, except those instruments listed below: | ||||||||||||||||
31-Mar-15 | 31-Dec-14 | ||||||||||||||||
Carrying | Fair | Carrying | Fair | ||||||||||||||
Amounts | Value | Amounts | Value | ||||||||||||||
Mortgage and secured loans payable | $ | 3,118,337 | $ | 3,298,590 | $ | 3,183,222 | $ | 3,337,250 | |||||||||
Notes payable | 840,921 | 847,001 | 240,300 | 252,441 | |||||||||||||
Unsecured credit facility and term loan | 2,100,000 | 2,100,000 | 2,619,475 | 2,619,475 | |||||||||||||
Total debt obligations | $ | 6,059,258 | $ | 6,245,591 | $ | 6,042,997 | $ | 6,209,166 | |||||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Schedule of earnings per share, basic and diluted | The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three months ended March 31, 2015 and 2014: | |||||||
Three Month Ended March 31, | ||||||||
2015 | 2014 | |||||||
Computation of Basic Earnings Per Share: | ||||||||
Income from continuing operations | $ | 31,136 | $ | 22,473 | ||||
Income attributable to non-controlling interests | (713 | ) | (7,126 | ) | ||||
Non-forfeitable dividends on unvested restricted shares | (4 | ) | (416 | ) | ||||
Income from continuing operations attributable to common stockholders | 30,419 | 14,931 | ||||||
Income from discontinued operations, net of non-controlling interests | — | 54 | ||||||
Net income attributable to the Company’s common stockholders for basic earnings per share | $ | 30,419 | $ | 14,985 | ||||
Weighted average number shares outstanding - basic | 296,189 | 228,113 | ||||||
Basic Earnings Per Share Attributable to the Company’s Common Stockholders: | ||||||||
Income from continuing operations | $ | 0.1 | $ | 0.07 | ||||
Income from discontinued operations | — | — | ||||||
Net income | $ | 0.1 | $ | 0.07 | ||||
Computation of Diluted Earnings Per Share: | ||||||||
Income from continuing operations attributable to common stockholders | $ | 30,419 | $ | 14,931 | ||||
Income from discontinued operations, net of nonconvertible non-controlling interests | — | 54 | ||||||
Net income attributable to the Company’s common stockholders for diluted earnings per share | $ | 30,419 | $ | 14,985 | ||||
Weighted average shares outstanding - basic | 296,189 | 228,113 | ||||||
Effect of dilutive securities: | ||||||||
Equity awards | 1,526 | 1,252 | ||||||
Weighted average shares outstanding - diluted | 297,715 | 229,365 | ||||||
Diluted Earnings Per Share Attributable to the Company’s Common Stockholders: | ||||||||
Income from continuing operations | $ | 0.1 | $ | 0.07 | ||||
Income from discontinued operations | — | — | ||||||
Net income | $ | 0.1 | $ | 0.07 | ||||
Earnings_per_Unit_Tables
Earnings per Unit (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Schedule of Earnings per Share [Line Items] | ||||||||
Schedule of earnings per unit, basic and diluted | The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three months ended March 31, 2015 and 2014: | |||||||
Three Month Ended March 31, | ||||||||
2015 | 2014 | |||||||
Computation of Basic Earnings Per Share: | ||||||||
Income from continuing operations | $ | 31,136 | $ | 22,473 | ||||
Income attributable to non-controlling interests | (713 | ) | (7,126 | ) | ||||
Non-forfeitable dividends on unvested restricted shares | (4 | ) | (416 | ) | ||||
Income from continuing operations attributable to common stockholders | 30,419 | 14,931 | ||||||
Income from discontinued operations, net of non-controlling interests | — | 54 | ||||||
Net income attributable to the Company’s common stockholders for basic earnings per share | $ | 30,419 | $ | 14,985 | ||||
Weighted average number shares outstanding - basic | 296,189 | 228,113 | ||||||
Basic Earnings Per Share Attributable to the Company’s Common Stockholders: | ||||||||
Income from continuing operations | $ | 0.1 | $ | 0.07 | ||||
Income from discontinued operations | — | — | ||||||
Net income | $ | 0.1 | $ | 0.07 | ||||
Computation of Diluted Earnings Per Share: | ||||||||
Income from continuing operations attributable to common stockholders | $ | 30,419 | $ | 14,931 | ||||
Income from discontinued operations, net of nonconvertible non-controlling interests | — | 54 | ||||||
Net income attributable to the Company’s common stockholders for diluted earnings per share | $ | 30,419 | $ | 14,985 | ||||
Weighted average shares outstanding - basic | 296,189 | 228,113 | ||||||
Effect of dilutive securities: | ||||||||
Equity awards | 1,526 | 1,252 | ||||||
Weighted average shares outstanding - diluted | 297,715 | 229,365 | ||||||
Diluted Earnings Per Share Attributable to the Company’s Common Stockholders: | ||||||||
Income from continuing operations | $ | 0.1 | $ | 0.07 | ||||
Income from discontinued operations | — | — | ||||||
Net income | $ | 0.1 | $ | 0.07 | ||||
Brixmor Operating Partnership LP [Member] | ||||||||
Schedule of Earnings per Share [Line Items] | ||||||||
Schedule of earnings per unit, basic and diluted | The following table provides a reconciliation of the numerator and denominator of the earnings per unit calculations for the three months ended March 31, 2015 and 2014: | |||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Computation of Basic Earnings Per Unit: | ||||||||
Income from continuing operations | $ | 31,136 | $ | 22,473 | ||||
Income attributable to non-controlling interests | — | (2,142 | ) | |||||
Non-forfeitable dividends on unvested restricted shares | (4 | ) | (416 | ) | ||||
Income from continuing operations attributable to partnership common units | 31,132 | 19,915 | ||||||
Income from discontinued operations, net of Series A interest | — | 72 | ||||||
Net income attributable to the Operating Partnership’s common units for basic earnings per unit | $ | 31,132 | $ | 19,987 | ||||
Weighted average number of common units outstanding - basic | 303,131 | 302,149 | ||||||
Basic Earnings Per Unit Attributable to the Operating Partnership’s Common Units: | ||||||||
Income from continuing operations | $ | 0.1 | $ | 0.07 | ||||
Income from discontinued operations | — | — | ||||||
Net Income | $ | 0.1 | $ | 0.07 | ||||
Computation of Diluted Earnings Per Unit: | ||||||||
Income from continuing operations attributable to partnership common units | $ | 31,132 | $ | 19,915 | ||||
Income from discontinued operations, net of Series A interest | — | 19 | ||||||
Net income attributable to the Operating Partnership’s common units for diluted earnings per unit | $ | 31,132 | $ | 19,934 | ||||
Weighted average common units outstanding - basic | 303,131 | 302,149 | ||||||
Effect of dilutive securities: | ||||||||
Equity awards | 1,526 | 1,252 | ||||||
Weighted average common units outstanding - diluted | 304,657 | 303,401 | ||||||
Diluted Earnings Per Unit Attributable to the Operating Partnership’s Common Units: | ||||||||
Income from continuing operations | $ | 0.1 | $ | 0.07 | ||||
Income from discontinued operations | — | — | ||||||
Net Income | $ | 0.1 | $ | 0.07 | ||||
Commitments_and_Contingencies_1
Commitments and Contingencies Commitments and Contingencies (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Schedule of Future Minimum Rental Payments for Operating Leases | Minimum annual rental commitments associated with these leases during the next five years and thereafter are as follows: | ||||
Year ending December 31, | |||||
2015 (remaining nine months) | $ | 5,459 | |||
2016 | 6,986 | ||||
2017 | 6,881 | ||||
2018 | 6,497 | ||||
2019 | 6,352 | ||||
Thereafter | 92,764 | ||||
Total minimum annual rental commitments | $ | 124,939 | |||
Nature_of_Business_and_Financi2
Nature of Business and Financial Statement Presentation (Description of Business) (Details) (BPG Sub [Member]) | Mar. 31, 2015 |
BPG Sub [Member] | |
Nture of Oerations and Financial Statements Presentation [Line Items] | |
Ownership percentage | 100.00% |
Discontinued_Operations_and_As2
Discontinued Operations and Assets Held for Sale (Narrative) (Details) (USD $) | 3 Months Ended | 15 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2015 |
shopping_center | shopping_center | |
Schedule of Acquisitions and Dispositions [Line Items] | ||
Number of shopping centers sold | 1 | |
Proceeds from sale | $9.90 | |
Provisions of impairment | $0.80 | |
Discontinued Operations [Member] | ||
Schedule of Acquisitions and Dispositions [Line Items] | ||
Number of shopping centers sold | 34 |
Discontinued_Operations_and_As3
Discontinued Operations and Assets Held for Sale (Discontinued Operations) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Revenues | $386 | |
Operating expenses | -1,354 | |
Other expense, net | 5,809 | |
Income from discontinued operating properties | 0 | 4,841 |
Gain on disposition of operating properties | 0 | 14,426 |
Income from discontinued operations | $0 | $19,267 |
Real_Estate_Details
Real Estate (Details) (USD $) | 3 Months Ended | ||||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |||
Real Estate Properties [Line Items] | |||||
Provisions of impairment | $807,000 | $0 | |||
Real Estate Owned, Disclosure of Detailed Components [Abstract] | |||||
Land | 1,998,924,000 | 2,000,415,000 | |||
Building | 7,331,215,000 | 7,332,073,000 | |||
Building and tenant improvements | 571,986,000 | 552,351,000 | |||
Other rental property | 900,803,000 | [1] | 917,410,000 | [1] | |
Real estate, gross | 10,802,928,000 | 10,802,249,000 | |||
Accumulated depreciation and amortization | -1,628,329,000 | -1,549,234,000 | |||
Real estate, net | 9,174,599,000 | 9,253,015,000 | |||
Accumulated amortization | 562,400,000 | 550,400,000 | |||
Intangible liabilities relating to below-market leases | 519,600,000 | 528,700,000 | |||
Accumulated amortization on below-market leases | 210,600,000 | 202,700,000 | |||
Amortization of Intangible Assets | 11,600,000 | 21,700,000 | |||
Leases, Acquired-in-Place [Member] | |||||
Real Estate Owned, Disclosure of Detailed Components [Abstract] | |||||
In-place lease value | 818,200,000 | 833,300,000 | |||
Estimated Amortization Expense of Intangible Assets and Liabilities [Abstract] | |||||
2015 (remaining nine months) | 31,562,000 | ||||
2016 | 22,451,000 | ||||
2017 | 10,518,000 | ||||
2018 | 4,475,000 | ||||
2019 | 2,408,000 | ||||
Above Market Leases [Member] | |||||
Real Estate Owned, Disclosure of Detailed Components [Abstract] | |||||
Above market leases | $82,600,000 | $84,100,000 | |||
[1] | At March 31, 2015 and December 31, 2014, Other rental property consisted of intangible assets including: (i) $818.2 million and $833.3 million, respectively, of in-place lease value, (ii) $82.6 million and $84.1 million, respectively, of above-market leases, and (iii) $562.4 million and $550.4 million, respectively, of accumulated amortization. These intangible assets are amortized over the term of each related lease. |
Financial_Instruments_Derivati2
Financial Instruments - Derivatives and Hedging (Details) (Interest Rate Swap [Member], Designated as Hedging Instrument [Member], USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | interest_rate_cap |
Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | |
Derivative [Line Items] | |
Number of Instruments | 5 |
Notional Amount | $1,500,000 |
Financial_Instruments_Derivati3
Financial Instruments - Derivatives and Hedging (Details 1) (Interest Rate Swap [Member], USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Interest Rate Swap [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Gross derivative assets | $0 | $0 |
Gross derivative liabilities | -6,860 | -4,423 |
Net derivative liability | ($6,860) | ($4,423) |
Financial_Instruments_Derivati4
Financial Instruments - Derivatives and Hedging (Details Textual) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Amount expected to be reclassified from accumulated other comprehensive loss in the next twelve months | $7.10 |
Agreement obligations | $7.80 |
Debt_Obligations_Details
Debt Obligations (Details) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Dec. 31, 2014 | |||
derivative_instrument | ||||
MORTGAGES AND SECURED LOANS PAYABLE | ||||
Total mortgages and secured loans | $3,058,313,000 | [1] | $3,116,882,000 | [1] |
Net unamortized premium | 60,024,000 | [1] | 66,340,000 | [1] |
Total mortgages and secured loans, net | 6,059,258,000 | 6,042,997,000 | ||
NOTES PAYABLE | ||||
Net unamortized discount | -2,532,000 | |||
Long-term debt | 6,001,766,000 | |||
Total debt obligations | 6,059,258,000 | 6,042,997,000 | ||
Collateral carrying value | 4,300,000,000 | |||
Unsecured Credit Facility [Member] | ||||
NOTES PAYABLE | ||||
Long-term debt | 1,500,000,000 | [2] | 2,019,475,000 | [2] |
Stated percentage | 1.69% | [2] | ||
Fixed Rate Mortgages and Secured Loans [Member] | ||||
MORTGAGES AND SECURED LOANS PAYABLE | ||||
Fixed rate mortgages and secured loans | 3,058,313,000 | [1],[3] | 3,116,882,000 | [1],[3] |
NOTES PAYABLE | ||||
Weighted average fixed interest rate | 5.97% | |||
Fixed Rate Mortgages and Secured Loans [Member] | Minimum [Member] | ||||
NOTES PAYABLE | ||||
Stated percentage | 5.05% | |||
Fixed Rate Mortgages and Secured Loans [Member] | Maximum [Member] | ||||
NOTES PAYABLE | ||||
Stated percentage | 8.00% | |||
Variable Rate Mortgages and Secured Loans [Member] | ||||
MORTGAGES AND SECURED LOANS PAYABLE | ||||
Variable rate mortgages and secured loans | 0 | [1] | 0 | [1] |
Unsecured Debt [Member] | ||||
NOTES PAYABLE | ||||
Total notes | 843,453,000 | [4] | 243,453,000 | [4] |
Unsecured Debt [Member] | Minimum [Member] | ||||
NOTES PAYABLE | ||||
Stated percentage | 3.85% | |||
Unsecured Debt [Member] | Maximum [Member] | ||||
NOTES PAYABLE | ||||
Stated percentage | 7.97% | |||
Unsecured Debt [Member] | Revolving Credit Facility [Member] | ||||
NOTES PAYABLE | ||||
Credit facility maximum borrowing capacity | 1,250,000,000 | |||
Notes Payable to Financial Institutions [Member] | ||||
NOTES PAYABLE | ||||
Net unamortized discount | -2,532,000 | -3,153,000 | ||
Weighted average fixed interest rate | 4.13% | |||
Term Loan [Member] | ||||
NOTES PAYABLE | ||||
Long-term debt | 600,000,000 | 600,000,000 | ||
Stated percentage | 1.59% | |||
Term loan face amount | 1,500,000,000 | |||
Number of interest rate derivatives held | 5 | |||
Effective percentage | 0.84% | |||
Stated spread rate | 1.50% | |||
Reported Value Measurement [Member] | ||||
MORTGAGES AND SECURED LOANS PAYABLE | ||||
Total mortgages and secured loans, net | 3,118,337,000 | [1] | 3,183,222,000 | [1] |
NOTES PAYABLE | ||||
Total notes, net | 840,921,000 | 240,300,000 | ||
Total debt obligations | $6,059,258,000 | $6,042,997,000 | ||
[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 March 31, 2015 of approximately $4.3 billion. | |||
[2] | The Unsecured Credit Facility (as defined below) consists of a $1.25 billion revolving credit facility and a $1.5 billion term loan facility. 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 150 basis points. In February 2015, the Unsecured Credit Facility was amended to terminate the guarantees and release and discharge the Parent Guarantors from their respective obligations under the guarantees. | |||
[3] | The weighted average interest rate on the Company’s fixed rate mortgage and secured loans was 5.97% as of March 31, 2015. | |||
[4] | The weighted average interest rate on the Company’s unsecured notes was 4.13% as of March 31, 2015. |
Debt_Obligations_Details_1
Debt Obligations (Details 1) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | ||
In Thousands, unless otherwise specified | ||||
Future expected/scheduled maturities of outstanding debt and capital lease | ||||
2015 (remaining nine months) | $494,388 | |||
2016 | 1,257,862 | |||
2017 | 349,659 | |||
2018 | 1,519,476 | |||
2019 | 620,126 | |||
Thereafter | 1,760,255 | |||
Total debt maturities | 6,001,766 | |||
Net unamortized premiums on mortgages | 60,024 | [1] | 66,340 | [1] |
Net unamortized discount on notes | -2,532 | |||
Total debt obligations | $6,059,258 | $6,042,997 | ||
[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 March 31, 2015 of approximately $4.3 billion. |
Debt_Obligations_Details_Textu
Debt Obligations (Details Textual) (USD $) | 3 Months Ended | 1 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Jan. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||||
Gain on extinguishment of debt, net | $292,000 | ($2,276,000) | ||
Long-term debt | 6,001,766,000 | |||
Accrued interest | 24,600,000 | 20,400,000 | ||
Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Term loan face amount | 1,500,000,000 | |||
Stated percentage | 1.59% | |||
Long-term debt | 600,000,000 | 600,000,000 | ||
Unsecured Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt repaid | 1,250,000,000 | |||
Mortgages [Member] | Secured Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt repaid | 51,500,000 | |||
Notes Payable, Other Payables [Member] | Unsecured Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt repaid | 100,000,000 | |||
3.850% Senior Notes due 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Term loan face amount | 700,000,000 | |||
Stated percentage | 3.85% | |||
Redemption price, percentage of principal amount | 100.00% | |||
Unsecured Credit Facility and 3.850% Senior Notes due 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt subject to maintenance of various financial covenants | $2,750,000,000 |
Fair_Value_Disclosures_Details
Fair Value Disclosures (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | ||
In Thousands, unless otherwise specified | ||||
Estimated fair value of the Company's debt obligations compared to their carrying amounts | ||||
Mortgages and secured loans payable | $6,059,258 | $6,042,997 | ||
Total debt obligations | 6,059,258 | 6,042,997 | ||
Reported Value Measurement [Member] | ||||
Estimated fair value of the Company's debt obligations compared to their carrying amounts | ||||
Mortgages and secured loans payable | 3,118,337 | [1] | 3,183,222 | [1] |
Notes payable | 840,921 | 240,300 | ||
Unsecured credit facility and term loan | 2,100,000 | 2,619,475 | ||
Total debt obligations | 6,059,258 | 6,042,997 | ||
Estimate of Fair Value Measurement [Member] | ||||
Estimated fair value of the Company's debt obligations compared to their carrying amounts | ||||
Mortgages and secured loans payable | 3,298,590 | 3,337,250 | ||
Notes payable | 847,001 | 252,441 | ||
Unsecured credit facility and term loan | 2,100,000 | 2,619,475 | ||
Total debt obligations | $6,245,591 | $6,209,166 | ||
[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 March 31, 2015 of approximately $4.3 billion. |
Equity_Details
Equity (Details) (USD $) | 3 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Equity [Abstract] | |||
Dividends, per common share | $0.23 | $0.20 | |
OP Units [Member] | |||
Noncontrolling Interest [Line Items] | |||
Ownership percentage by parent | 1.92% | 2.54% | |
Conversion of Operating Partnership units and BPG Subsidiary shares into common stock, share | 1,900 |
Stock_Based_Compensation_Detai
Stock Based Compensation (Details Textual) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized | 15 | |
Share-based compensation | $12.90 | $2.10 |
Compensation cost not yet recognized | 19.2 | |
Weighted average remaining contractual term | 2 years 7 months 13 days | |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Service period | 1 year | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Service period | 5 years | |
Performance Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grants in period | 0.6 | 0.6 |
General and Administrative Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity based compensation expense | $9.90 |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Earnings Per Share, Basic [Abstract] | ||
Income from continuing operations | $31,136 | $22,473 |
Income attributable to non-controlling interests | -713 | -7,126 |
Non-forfeitable dividends on unvested restricted shares | -4 | -416 |
Income from continuing operations attributable to common stockholders | 30,419 | 14,931 |
Income from discontinued operations, net of non-controlling interests | 0 | 54 |
Net income attributable to the Company’s common stockholders for basic earnings per share | 30,419 | 14,985 |
Weighted average number shares outstanding - basic | 296,189 | 228,113 |
Income from continuing operations | $0.10 | $0.07 |
Income from discontinued operations | $0 | $0 |
Net income | $0.10 | $0.07 |
Computation of Diluted Earnings Per Share: | ||
Income from discontinued operations, net of nonconvertible non-controlling interests | 0 | 54 |
Net income attributable to the Company’s common stockholders for diluted earnings per share | $30,419 | $14,985 |
Equity awards | 1,526 | 1,252 |
Weighted average shares outstanding - diluted | 297,715 | 229,365 |
Income from continuing operations (usd per share) | $0.10 | $0.07 |
Income from discontinued operations (usd per share) | $0 | $0 |
Net income (usd per share) | $0.10 | $0.07 |
Earnings_per_Unit_Details
Earnings per Unit (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Schedule of Earnings per Share [Line Items] | ||
Income from continuing operations | $31,136 | $22,473 |
Income attributable to non-controlling interests | -713 | -7,126 |
Non-forfeitable dividends on unvested restricted shares | -4 | -416 |
Income from continuing operations attributable to common stockholders | 30,419 | 14,931 |
Income from discontinued operations, net of non-controlling interests | 0 | 54 |
Net income attributable to the Company’s common stockholders for basic earnings per share | 30,419 | 14,985 |
Weighted average number of common shares outstanding - basic | 296,189 | 228,113 |
Income from continuing operations | $0.10 | $0.07 |
Income from discontinued operations | $0 | $0 |
Net income | $0.10 | $0.07 |
Net income attributable to the Company’s common stockholders for diluted earnings per share | 30,419 | 14,985 |
Equity awards | 1,526 | 1,252 |
Weighted average shares outstanding - diluted | 297,715 | 229,365 |
Income from continuing operations (usd per share) | $0.10 | $0.07 |
Income from discontinued operations (usd per share) | $0 | $0 |
Net income (usd per share) | $0.10 | $0.07 |
Brixmor Operating Partnership LP [Member] | ||
Schedule of Earnings per Share [Line Items] | ||
Income from continuing operations | 31,136 | 22,473 |
Income attributable to non-controlling interests | 0 | -2,142 |
Non-forfeitable dividends on unvested restricted shares | -4 | -416 |
Income from continuing operations attributable to common stockholders | 31,132 | 19,915 |
Income from discontinued operations, net of non-controlling interests | 0 | 72 |
Net income attributable to the Company’s common stockholders for basic earnings per share | 31,132 | 19,987 |
Weighted average number of common shares outstanding - basic | 303,131 | 302,149 |
Income from continuing operations | $0.10 | $0.07 |
Income from discontinued operations | $0 | $0 |
Net income | $0.10 | $0.07 |
Income from discontinued operations, net of Series A interest | 0 | 19 |
Net income attributable to the Company’s common stockholders for diluted earnings per share | $31,132 | $19,934 |
Equity awards | 1,526 | 1,252 |
Weighted average shares outstanding - diluted | 304,657 | 303,401 |
Income from continuing operations (usd per share) | $0.10 | $0.07 |
Income from discontinued operations (usd per share) | $0 | $0 |
Net income (usd per share) | $0.10 | $0.07 |
Commitments_and_Contingencies_2
Commitments and Contingencies Commitments and Contingencies (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $2,500,000 | $2,400,000 |
Operating Leases, Future Minimum Payments Due, Rolling Maturity [Abstract] | ||
2015 (remaining nine months) | 5,459,000 | |
2016 | 6,986,000 | |
2017 | 6,881,000 | |
2018 | 6,497,000 | |
2019 | 6,352,000 | |
Thereafter | 92,764,000 | |
Total minimum annual rental commitments | $124,939,000 |
RelatedParty_Transactions_Deta
Related-Party Transactions (Details) (Receivables [Member], USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
Receivables [Member] | ||
Related Party Transaction [Line Items] | ||
Due from related parties | $3.80 | $4.20 |