Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 01, 2016 | |
Entity Registrant Name | Brixmor Property Group Inc. | |
Entity Central Index Key | 1,581,068 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 299,257,744 | |
Brixmor Operating Partnership LP [Member] | ||
Entity Registrant Name | Brixmor Operating Partnership LP | |
Entity Central Index Key | 1,630,031 | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Real estate | ||
Land | $ 2,012,905 | $ 2,011,947 |
Buildings and improvements | 8,934,306 | 8,920,903 |
Real estate, gross | 10,947,211 | 10,932,850 |
Accumulated depreciation and amortization | (1,957,169) | (1,880,685) |
Real estate, net | 8,990,042 | 9,052,165 |
Investments in and advances to unconsolidated joint ventures | 5,023 | 5,019 |
Cash and cash equivalents | 105,822 | 69,528 |
Restricted cash | 44,211 | 41,462 |
Marketable securities | 23,166 | 23,001 |
Receivables, net of allowance for doubtful accounts of $16,884 and $16,587 | 169,898 | 180,486 |
Deferred charges and prepaid expenses, net | 109,813 | 109,149 |
Other assets | 17,283 | 17,197 |
Total assets | 9,465,258 | 9,498,007 |
Liabilities | ||
Debt obligations, net | 6,007,397 | 5,974,266 |
Accounts payable, accrued expenses and other liabilities | 552,785 | 603,439 |
Total liabilities | $ 6,560,182 | $ 6,577,705 |
Commitments and contingencies (Note 11) | ||
Equity | ||
Common stock | $ 2,992 | $ 2,991 |
Additional paid in capital | 3,266,119 | 3,270,246 |
Accumulated other comprehensive loss | (2,448) | (2,509) |
Distributions in excess of net income | (413,445) | (400,945) |
Total stockholders’ equity | 2,853,218 | 2,869,783 |
Non-controlling interests | 51,858 | 50,519 |
Total equity | 2,905,076 | 2,920,302 |
Total liabilities and equity | 9,465,258 | 9,498,007 |
Brixmor Operating Partnership LP [Member] | ||
Real estate | ||
Land | 2,012,905 | 2,011,947 |
Buildings and improvements | 8,934,306 | 8,920,903 |
Real estate, gross | 10,947,211 | 10,932,850 |
Accumulated depreciation and amortization | (1,957,169) | (1,880,685) |
Real estate, net | 8,990,042 | 9,052,165 |
Investments in and advances to unconsolidated joint ventures | 5,023 | 5,019 |
Cash and cash equivalents | 105,786 | 69,506 |
Restricted cash | 44,211 | 41,462 |
Marketable securities | 22,951 | 22,791 |
Receivables, net of allowance for doubtful accounts of $16,884 and $16,587 | 169,898 | 180,486 |
Deferred charges and prepaid expenses, net | 109,813 | 109,149 |
Other assets | 17,283 | 17,197 |
Total assets | 9,465,007 | 9,497,775 |
Liabilities | ||
Debt obligations, net | 6,007,397 | 5,974,266 |
Accounts payable, accrued expenses and other liabilities | 552,785 | 603,439 |
Total liabilities | $ 6,560,182 | $ 6,577,705 |
Commitments and contingencies (Note 11) | ||
Equity | ||
Common stock | $ 2,907,264 | $ 2,922,565 |
Accumulated other comprehensive loss | (2,439) | (2,495) |
Total equity | 2,904,825 | 2,920,070 |
Total liabilities and equity | $ 9,465,007 | $ 9,497,775 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Allowance for doubtful accounts receivable | $ 16,884 | $ 16,587 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares outstanding | 299,247,744 | 299,138,450 |
Brixmor Operating Partnership LP [Member] | ||
Allowance for doubtful accounts receivable | $ 16,884 | $ 16,587 |
Common stock, shares outstanding | 304,601,693 | 304,366,215 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues | ||
Rental income | $ 251,146 | $ 243,570 |
Expense reimbursements | 69,712 | 69,754 |
Other revenues | 2,246 | 1,969 |
Total revenues | 323,104 | 315,293 |
Operating expenses | ||
Operating costs | 35,051 | 35,160 |
Real estate taxes | 44,391 | 44,189 |
Depreciation and amortization | 100,479 | 108,544 |
Provision for doubtful accounts | 2,740 | 2,495 |
Impairment of real estate assets | 0 | 807 |
General and administrative | 20,724 | 30,715 |
Total operating expenses | 203,385 | 221,910 |
Other income (expense) | ||
Dividends and interest | 73 | 94 |
Interest expense | (57,443) | (62,564) |
Gain on extinguishment of debt, net | 0 | 292 |
Other | (907) | (184) |
Total other expense | (58,277) | (62,362) |
Income before equity in income of unconsolidated joint ventures | 61,442 | 31,021 |
Equity in income of unconsolidated joint ventures | 107 | 115 |
Net income | 61,549 | 31,136 |
Net income attributable to non-controlling interests | (1,072) | (713) |
Net income attributable to common stockholders | $ 60,477 | $ 30,423 |
Income from continuing operations: | ||
Basic (usd per share) | $ 0.20 | $ 0.10 |
Diluted (usd per share) | 0.20 | 0.10 |
Net income attributable to common stockholders: | ||
Basic (usd per share) | 0.20 | 0.10 |
Diluted (usd per share) | $ 0.20 | $ 0.10 |
Weighted average shares: | ||
Basic (usd per share) | 299,180 | 296,189 |
Diluted (usd per share) | 299,379 | 297,715 |
Brixmor Operating Partnership LP [Member] | ||
Revenues | ||
Rental income | $ 251,146 | $ 243,570 |
Expense reimbursements | 69,712 | 69,754 |
Other revenues | 2,246 | 1,969 |
Total revenues | 323,104 | 315,293 |
Operating expenses | ||
Operating costs | 35,051 | 35,160 |
Real estate taxes | 44,391 | 44,189 |
Depreciation and amortization | 100,479 | 108,544 |
Provision for doubtful accounts | 2,740 | 2,495 |
Impairment of real estate assets | 0 | 807 |
General and administrative | 20,724 | 30,715 |
Total operating expenses | 203,385 | 221,910 |
Other income (expense) | ||
Dividends and interest | 73 | 94 |
Interest expense | (57,443) | (62,564) |
Gain on extinguishment of debt, net | 0 | 292 |
Other | (907) | (184) |
Total other expense | (58,277) | (62,362) |
Income before equity in income of unconsolidated joint ventures | 61,442 | 31,021 |
Equity in income of unconsolidated joint ventures | 107 | 115 |
Net income | 61,549 | 31,136 |
Net income attributable to Brixmor Operating Partnership LP | $ 61,549 | $ 31,136 |
Income from continuing operations: | ||
Basic (usd per share) | $ 0.20 | $ 0.10 |
Diluted (usd per share) | 0.20 | 0.10 |
Net income attributable to common stockholders: | ||
Basic (usd per share) | 0.20 | 0.10 |
Diluted (usd per share) | $ 0.20 | $ 0.10 |
Weighted average shares: | ||
Basic (usd per share) | 304,483 | 303,131 |
Diluted (usd per share) | 304,682 | 304,657 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Net income | $ 61,549 | $ 31,136 |
Other comprehensive income (loss) | ||
Unrealized loss on interest rate hedges | (43) | (2,437) |
Unrealized gain on marketable securities | 104 | 34 |
Total other comprehensive income (loss) | 61 | (2,403) |
Comprehensive income | 61,610 | 28,733 |
Comprehensive income attributable to non-controlling interests | (1,072) | (713) |
Comprehensive income attributable to the Company | 60,538 | 28,020 |
Brixmor Operating Partnership LP [Member] | ||
Net income | 61,549 | 31,136 |
Other comprehensive income (loss) | ||
Unrealized loss on interest rate hedges | (43) | (2,437) |
Unrealized gain on marketable securities | 99 | 31 |
Total other comprehensive income (loss) | 56 | (2,406) |
Comprehensive income attributable to the Company | $ 61,605 | $ 28,730 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Brixmor Operating Partnership LP [Member] | Common Stock [Member] | Common Stock [Member]Brixmor Operating Partnership LP [Member] | Additional Paid in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Other Comprehensive Loss [Member]Brixmor Operating Partnership LP [Member] | Distributions and Accumulated Losses [Member] | Non-controlling Interests [Member] |
Beginning balance, shares at Dec. 31, 2014 | 296,552 | ||||||||
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 |
Increase (Decrease) in Equity [Roll Forward] | |||||||||
Common stock dividends | (67,533) | (67,533) | |||||||
Distributions to non-controlling interests | (1,328) | (1,328) | |||||||
Equity based compensation expense (benefit) | 12,951 | 12,654 | 297 | ||||||
Issuance of common stock and OP Units, shares | 29 | ||||||||
Other comprehensive income (loss) | (2,403) | (2,406) | (2,403) | (2,406) | |||||
Issuance of common stock and OP Units | 22 | 22 | 22 | (743) | 765 | ||||
Conversion of Operating Partnership units into common stock, share | 1,903 | ||||||||
Conversion of Operating Partnership units into common stock | 0 | $ 19 | 19,601 | (19,620) | |||||
Shared-based awards retained for taxes | (430) | (430) | (430) | (430) | |||||
Net (loss) income | 31,136 | 30,423 | 713 | ||||||
Ending balance, shares at Mar. 31, 2015 | 298,484 | ||||||||
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 |
Beginning balance, shares at Dec. 31, 2014 | 296,552 | ||||||||
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 |
Increase (Decrease) in Equity [Roll Forward] | |||||||||
Distributions to partners | (68,763) | (68,763) | |||||||
Equity based compensation expense (benefit) | 12,951 | 12,951 | |||||||
Net (loss) income | 31,136 | 31,136 | |||||||
Ending balance, shares at Dec. 31, 2015 | 299,138 | ||||||||
Ending balance, value at Dec. 31, 2015 | 2,920,302 | 2,920,070 | $ 2,991 | 2,922,565 | 3,270,246 | (2,509) | (2,495) | (400,945) | 50,519 |
Increase (Decrease) in Equity [Roll Forward] | |||||||||
Common stock dividends | (72,977) | (72,977) | 0 | ||||||
Distributions to non-controlling interests | (1,322) | (1,322) | |||||||
Distributions to partners | (74,313) | (74,313) | |||||||
Equity based compensation expense (benefit) | (1,582) | (1,555) | (27) | ||||||
Equity based compensation expense (benefit) | (1,582) | (1,582) | |||||||
Issuance of common stock and OP Units, shares | 77 | ||||||||
Other comprehensive income (loss) | 61 | 56 | 61 | 56 | |||||
Issuance of common stock and OP Units | 210 | 210 | $ 1 | 210 | (1,407) | 1,616 | |||
Shared-based awards retained for taxes | (1,165) | (1,165) | (1,165) | (1,165) | |||||
Net (loss) income | 61,549 | 61,549 | 61,549 | 60,477 | 1,072 | ||||
Ending balance, shares at Mar. 31, 2016 | 299,215 | ||||||||
Ending balance, value at Mar. 31, 2016 | $ 2,905,076 | $ 2,904,825 | $ 2,992 | $ 2,907,264 | $ 3,266,119 | $ (2,448) | $ (2,439) | $ (413,445) | $ 51,858 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividends, per common share | $ 0.245 | $ 0.225 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating activities: | ||
Net income | $ 61,549 | $ 31,136 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 100,479 | 108,544 |
Debt premium and discount amortization | (4,066) | (5,048) |
Deferred financing cost amortization | 1,937 | 2,048 |
Above- and below-market lease intangible amortization | (11,018) | (13,530) |
Provisions for impairment | 0 | 807 |
Equity based compensation | (1,582) | 12,951 |
Other | 231 | 49 |
Gain on extinguishment of debt, net | 0 | (297) |
Changes in operating assets and liabilities: | ||
Restricted cash | (2,113) | (6,845) |
Receivables | 10,589 | 3,675 |
Deferred charges and prepaid expenses | (5,310) | (2,608) |
Other assets | 84 | (268) |
Accounts payable, accrued expenses and other liabilities | (36,778) | (17,677) |
Net cash provided by operating activities | 114,002 | 112,937 |
Investing activities: | ||
Improvements to and investments in real estate assets | (36,340) | (40,411) |
Proceeds from sales of real estate assets | 0 | 9,918 |
Change in restricted cash attributable to investing activities | (636) | (1,678) |
Purchase of marketable securities | (6,893) | (4,200) |
Proceeds from sale of marketable securities | 6,810 | 4,499 |
Net cash used in investing activities | (37,059) | (31,872) |
Financing activities: | ||
Repayment of debt obligations and financing liabilities | (4,740) | (158,568) |
Repayment of borrowings under unsecured revolving credit facility | 0 | (682,475) |
Proceeds from borrowings under unsecured revolving credit facility | 40,000 | 163,000 |
Proceeds from unsecured term loan and notes | 0 | 695,156 |
Deferred financing costs | 0 | (1,899) |
Distributions to common stockholders | (73,447) | (66,750) |
Distributions to non-controlling interests | (1,297) | (21,611) |
Repurchase of common shares in conjunction with equity award plans | (1,165) | (329) |
Net cash used in financing activities | (40,649) | (73,476) |
Change in cash and cash equivalents | 36,294 | 7,589 |
Cash and cash equivalents at beginning of period | 69,528 | 60,595 |
Cash and cash equivalents at end of period | 105,822 | 68,184 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest, net of amount capitalized of $587 and $656 | 68,088 | 61,355 |
Brixmor Operating Partnership LP [Member] | ||
Operating activities: | ||
Net income | 61,549 | 31,136 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 100,479 | 108,544 |
Debt premium and discount amortization | (4,066) | (5,048) |
Deferred financing cost amortization | 1,937 | 2,048 |
Above- and below-market lease intangible amortization | (11,018) | (13,530) |
Provisions for impairment | 0 | 807 |
Equity based compensation | (1,582) | 12,951 |
Other | 231 | 49 |
Gain on extinguishment of debt, net | 0 | (297) |
Changes in operating assets and liabilities: | ||
Restricted cash | (2,113) | (6,845) |
Receivables | 10,589 | 3,675 |
Deferred charges and prepaid expenses | (5,310) | (2,608) |
Other assets | 84 | (268) |
Accounts payable, accrued expenses and other liabilities | (36,780) | (17,670) |
Net cash provided by operating activities | 114,000 | 112,944 |
Investing activities: | ||
Improvements to and investments in real estate assets | (36,340) | (40,411) |
Proceeds from sales of real estate assets | 0 | 9,918 |
Change in restricted cash attributable to investing activities | (636) | (1,675) |
Purchase of marketable securities | (6,884) | (4,200) |
Proceeds from sale of marketable securities | 6,810 | 4,499 |
Net cash used in investing activities | (37,050) | (31,869) |
Financing activities: | ||
Repayment of debt obligations and financing liabilities | (4,740) | (158,568) |
Repayment of borrowings under unsecured revolving credit facility | 0 | (682,475) |
Proceeds from borrowings under unsecured revolving credit facility | 40,000 | 163,000 |
Proceeds from unsecured term loan and notes | 0 | 695,156 |
Deferred financing costs | 0 | (1,899) |
Partner distributions | (75,930) | (68,722) |
Distributions to non-controlling interests | 0 | (19,870) |
Net cash used in financing activities | (40,670) | (73,378) |
Change in cash and cash equivalents | 36,280 | 7,697 |
Cash and cash equivalents at beginning of period | 69,506 | 60,450 |
Cash and cash equivalents at end of period | $ 105,786 | $ 68,147 |
CONDENSED CONSOLIDATED STATEME9
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Interest paid, capitalized | $ 587 | $ 656 |
Brixmor Operating Partnership LP [Member] | ||
Interest paid, capitalized | $ 587 | $ 656 |
Nature of Business and Financia
Nature of Business and Financial Statement Presentation | 3 Months Ended |
Mar. 31, 2016 | |
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. 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 unaudited Condensed Consolidated Financial Statements for the periods presented have been included. The operating results for the periods presented are not necessarily indicative of the results that may be expected for a full fiscal year. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2015 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 29, 2016. 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 Company 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, 2016 for recognition or disclosure purposes. Based on this evaluation, there were no subsequent events from March 31, 2016 through the date the financial statements were issued, except as follows. On April 12, 2016, the Company’s Board of Directors appointed James M. Taylor to serve as the Company’s new Chief Executive Officer and President, effective May 20, 2016. Mr. Taylor will succeed Daniel B. Hurwitz, who has served as the Company’s interim Chief Executive Officer and President since February 2016. Mr. Hurwitz will continue to serve as a member of the Company's Board of Directors. On April 25, 2016, the Company's Board of Directors appointed Angela Aman to serve as the Company's new Chief Financial Officer, effective May 20, 2016. Ms. Aman will succeed Barry Lefkowitz, who has served as the Company's interim Chief Financial Officer since February 2016. Income Taxes The Parent Company has elected to qualify as a REIT in accordance with the Internal Revenue Code of 1986, as amended(the “Code”). To qualify as a REIT, 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 Operating Partnership is organized as a limited partnership and is generally not subject to federal or state income taxes. BPG Sub also has elected to qualify as a REIT under the Code and is subject to the same tax requirements and tax treatment as the Parent Company. BPG Sub has a taxable REIT subsidiary, and the Parent Company and BPG Sub 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 Company has analyzed the tax position taken on income tax returns for the open 2013 through 2015 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, 2016 and December 31, 2015. New Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)." ASU 2016-02 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The standard is effective on January 1, 2019, with early adoption permitted. The Company is currently in the process of evaluating the impact the adoption of ASU 2016-02 will have on the unaudited Condensed Consolidated Financial Statements of the Company. In February 2015, the FASB issued ASU 2015-02 “Amendments to the Consolidation Analysis to ASC Topic 810 Consolidation.” ASU 2015-02 updates to include all reporting entities within the scope of Subtopic 810-10 Consolidation - Overall, including limited partnerships and similar legal entities, unless a scope exception applies. Overall the amendments in this update are to simplify the codification and reduce the number of consolidation models and place more emphasis on risk of loss when determining controlling financial interests. ASU 2015-02 is effective for public businesses for interim and annual periods beginning after December 15, 2015. This ASU is effective for the Company beginning in the first quarter of the year ended December 31, 2016. The Company has evaluated the impact of the adoption of ASU 2015-02 on its unaudited Condensed Consolidated Financial Statements and have determined under ASU 2015-02 the Operating Partnership is considered a variable interest entity (“VIE”). The Parent Company is the primary beneficiary of the VIE and the Parent Company’s partnership interest is considered a majority voting interest. As such, this standard did not have a material impact on the unaudited Condensed Consolidated Financial Statements of the Company. In May 2014, the FASB issued ASU 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, as amended by ASU No. 2015-14, is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is permitted for reporting periods beginning after December 15, 2016. 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 Ass
Discontinued Operations and Assets Held for Sale | 3 Months Ended |
Mar. 31, 2016 | |
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, 2016, the Company did not dispose of any shopping centers. The Company had no properties held for sale as of March 31, 2016 or December 31, 2015. 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 impairment charge was based upon the sales price in the signed contract with the third party buyer, adjusted to reflect associated disposition costs. These inputs are classified as Level 3 of the fair value hierarchy. The results of operations from the disposed shopping center are included in income from continuing operations. |
Real Estate
Real Estate | 3 Months Ended |
Mar. 31, 2016 | |
Real Estate [Abstract] | |
Real Estate | Real Estate The Company’s components of Real estate, net consisted of the following: March 31, 2016 December 31, 2015 Land $ 2,012,905 $ 2,011,947 Buildings and improvements: Building 7,359,342 7,359,342 Building and tenant improvements 708,327 683,983 Lease intangibles (1) 866,637 877,578 10,947,211 10,932,850 Accumulated depreciation and amortization (1) (1,957,169 ) (1,880,685 ) Total $ 8,990,042 $ 9,052,165 (1) At March 31, 2016 and December 31, 2015, Lease intangibles consisted of the following: (i) $ 786.9 million and $ 796.8 million , respectively, of in-place lease value, (ii) $ 79.7 million and $ 80.8 million , respectively, of above-market leases, and (iii) $ 615.9 million and $ 606.5 million , respectively, of accumulated amortization. These intangible assets are amortized over the term of each related lease. In addition, at March 31, 2016 and December 31, 2015, the Company had intangible liabilities relating to below-market leases of $ 500.7 million and $ 505.8 million , respectively, and accumulated amortization of $ 245.3 million and $ 237.2 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 accreted over the term of each related lease, including any renewal periods, that is considered to be below market. Net above and below market lease intangible accretion income for the three months ended March 31, 2016 and 2015 was $11.0 million and $13.5 million , respectively. Amortization expense associated with tenant relationships and leases in place for the three months ended March 31, 2016 and 2015 was $18.1 million and $25.1 million , respectively. The estimated net accretion income and amortization expense associated with the Company’s above and below market leases, tenant relationships and leases in place for the next five years are as follows: Year ending December 31, Above- and below-market lease accretion, net Tenant relationships and leases in place amortization 2016 (remaining nine months) $ (25,207 ) $ 41,111 2017 (29,557 ) 41,560 2018 (26,609 ) 32,252 2019 (22,303 ) 25,428 2020 (17,749 ) 19,160 On a continuous basis, management assesses whether there are any indicators, including property operating performance and general market conditions, that the value of the Company’s assets (including any related amortizable intangible assets or liabilities) may be impaired. To the extent impairment has occurred, the carrying value of the asset would be adjusted to an amount to reflect the estimated fair value of the asset. During the three months ended March 31, 2016, the Company acquired two land parcels and one outparcel in or adjacent to existing shopping centers in connection with its repositioning activities at those centers for an aggregate purchase price of $1.2 million . These amounts are included in Improvements to and investments in real estate assets on the Company's unaudited Condensed Consolidated Statement of Cash Flows. |
Financial Instruments - Derivat
Financial Instruments - Derivatives and Hedging | 3 Months Ended |
Mar. 31, 2016 | |
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, 2016 and 2015, 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, 2016 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, 2016 and December 31, 2015, respectively, is as follows: Fair Value of Derivative Instruments Interest rate swaps classified as: March 31, 2016 December 31, 2015 Gross derivative assets $ — $ — Gross derivative liabilities (2,480 ) (2,437 ) Net derivative liability $ (2,480 ) $ (2,437 ) The gross derivative liabilities are included in accounts payable, accrued expenses and other liabilities on the unaudited Condensed Consolidated Balance Sheets. All of the Company’s outstanding interest rate swap agreements for the periods presented were designated as cash flow hedges of interest rate risk. The fair value of the Company's interest rate derivatives is determined using market standard valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. These inputs are classified as Level 2 of the fair value hierarchy. The effective portion of changes in the fair value of derivatives designated as, and that qualify as, cash flow hedges is recorded in other comprehensive income (“OCI”) and is reclassified into earnings as interest expense in the period that the hedged forecasted transaction affects earnings. The effective portion of the Company's interest rate swaps that was recorded in the accompanying unaudited Condensed Consolidated Statement of Operations for the three months ended March 31, 2016 and 2015 is as follows: Derivatives in Cash Flow Hedging Relationships (Interest Rate Swaps and Caps) Three Months Ended March 31, 2016 2015 Unrealized loss on interest rate hedges $ (1,529 ) $ (4,901 ) Amortization of interest rate swaps to interest expense $ 1,486 $ 2,464 The Company estimates that approximately $2.5 million will be reclassified from accumulated other comprehensive loss as an increase to interest expense through the expiration of the Company's interest rate swaps on October 1, 2016. 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, 2016 and 2015. 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, 2016 and December 31, 2015, 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 $2.9 million . |
Debt Obligations
Debt Obligations | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Debt Obligations As of March 31, 2016 and December 31, 2015, the Company had the following indebtedness outstanding: Carrying Value as of March 31, 2016 December 31, 2015 Stated Interest Rates Scheduled Maturity Date Mortgage and secured loans (1) Fixed rate mortgage and secured loans (2) $ 2,222,023 $ 2,226,763 4.40% - 8.00% 2016 – 2024 Net unamortized premium 36,284 40,508 Net unamortized debt issuance cost (1,380 ) (1,752 ) Total mortgage and secured loans, net $ 2,256,927 $ 2,265,519 Notes payables Unsecured notes (3) $ 1,218,453 $ 1,218,453 3.85% - 7.97% 2022 - 2029 Net unamortized discount (4,517 ) (4,676 ) Net unamortized debt issuance cost (9,609 ) (9,923 ) Total notes payable, net $ 1,204,327 $ 1,203,854 Unsecured Credit Facility and Term Loan Unsecured Credit Facility (4) $ 1,956,000 $ 1,916,000 1.90% 2017 – 2018 Unsecured Term Loan 600,000 600,000 1.90% 2019 Net unamortized debt issuance cost (9,857 ) (11,107 ) Total Unsecured Credit Facility and Term Loan $ 2,546,143 $ 2,504,893 Total debt obligations, net $ 6,007,397 $ 5,974,266 (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, 2016 of approximately $ 3.3 billion . (2) The weighted average interest rate on the Company’s fixed rate mortgage and secured loans was 5.86% as of March 31, 2016. (3) The weighted average interest rate on the Company’s unsecured notes was 3.91% as of March 31, 2016. (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 140 basis points. 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 2022 Notes 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, 2016 and December 31, 2015, the Company had accrued interest of $ 22.5 million and $ 31.1 million outstanding, respectively. As of March 31, 2016, scheduled maturities of the Company’s outstanding debt obligations were as follows: Year ending December 31, 2016 (remaining nine months) $ 872,960 2017 805,659 2018 1,519,476 2019 620,126 2020 766,577 Thereafter 1,411,678 Total debt maturities 5,996,476 Net unamortized premiums on mortgages 36,284 Net unamortized discount on notes (4,517 ) Net unamortized debt issuance costs (20,846 ) Total debt obligations $ 6,007,397 |
Fair Value Disclosures
Fair Value Disclosures | 3 Months Ended |
Mar. 31, 2016 | |
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: March 31, 2016 December 31, 2015 Carrying Amounts Fair Value Carrying Amounts Fair Value Mortgage and secured loans payable $ 2,256,927 $ 2,363,560 $ 2,265,519 $ 2,367,070 Notes payable 1,204,327 1,160,258 1,203,854 1,198,504 Unsecured credit facility and term loan 2,546,143 2,556,000 2,504,893 2,516,000 Total debt obligations $ 6,007,397 $ 6,079,818 $ 5,974,266 $ 6,081,574 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. The valuation methodology used to estimate the fair value of the Company’s debt obligations is based on discounted cash flows, with assumptions that include credit spreads, loan amounts and debt maturities. The Company determined that the valuations of its debt obligations are classified within Level 3 of the fair value hierarchy. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition. The Company’s marketable securities and interest rate derivatives are measured at fair value on a recurring basis. The fair value of marketable securities are based primarily on publicly traded market values in active markets and are classified accordingly on the fair value hierarchy. See Note 4 for fair value information regarding the Company's interest rate derivatives. The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a recurring basis: Fair Value Measurements as of March 31, 2016 Balance Quoted Prices in Active markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Marketable securities (1) $ 23,166 $ 1,236 $ 21,930 $ — Liabilities: Interest rate derivatives $ (2,480 ) $ — $ (2,480 ) $ — Fair Value Measurements as of December 31, 2015 Balance Quoted Prices in Active markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Marketable securities (1) $ 23,001 $ 1,167 $ 21,834 $ — Liabilities: Interest rate derivatives $ (2,437 ) $ — $ (2,437 ) $ — (1) As of March 31, 2016 and December 31, 2015 marketable securities included less than $0.1 million of net unrealized losses. The Company’s impairment charges are measured at fair value on a non-recurring basis. See Note 3 for fair value information on the impairment charges. |
Equity and Capital
Equity and Capital | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Equity and Capital | Equity and Capital ATM In 2015, the Parent Company entered into an at-the-market equity offering program (“ATM”) through which the Parent Company may sell from time to time up to an aggregate of $400.0 million of its common stock through sales agents over a three-year period. There were no shares issued under the ATM for the three months ended March 31, 2016 and the year ended December 31, 2015. As of March 31, 2016 $400.0 million of common stock remained available for issuance under the ATM. Common Stock During the three months ended March 31, 2016 and 2015, the Company repurchased 47,444 shares and 12,754 shares respectively, in connection with common shares surrendered to the Company to satisfy statutory minimum tax withholding obligations on the vesting of restricted stock units (“RSUs”) under the Company’s equity-based compensation plans. Dividends and Distributions During the three months ended March 31, 2016 and 2015, the Company declared common stock dividends and OP unit distributions of $0.245 per share/unit and $0.225 per share/unit, respectively. As of March 31, 2016 and December 31, 2015, the Company had declared but unpaid common stock dividends and OP unit distributions of $75.3 million and $76.0 million , respectively. These amounts are included in accounts payable, accrued expenses and other liabilities on the Company's unaudited Condensed Consolidated Balance Sheets. 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. As of March 31, 2016, the Parent Company beneficially owned, through its direct and indirect interest in BPG Sub and the General Partner, 98.2% 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 1.8% 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. |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
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 and performance conditions. A portion of the Class B Units were subject to performance conditions which vested on the date that certain funds affiliated with certain of the Company’s pre-IPO owners received cash proceeds resulting in a 15% internal rate of return on their investment in the Company. 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 were subject to the same vesting terms as those applicable to the exchanged Class B Units. During the year ended December 31, 2013, 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, 2016 and year ended December 31, 2015, the Company granted 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 0.4 million and 0.7 million for the three months ended March 31, 2016 and year ended December 31, 2015, respectively, with service periods ranging from one to five years. During the three months ended March 31, 2016, the Company reversed $2.6 million of previously recognized equity compensation expense as a result of forfeitures in connection with the resignation of several Company executives. During the three months ended March 31, 2015, as a result of certain of the Company’s pre-IPO owners receiving a 15% internal rate of return on their investment becoming probable, the Company recognized $9.9 million of equity based compensation expense as a component of General and administrative expense in the Company's unaudited Condensed Consolidated Statements of Operations. The Company recognized ($1.6) million and $12.9 million of equity based compensation (benefit)/expense for the three months ended March 31, 2016 and 2015, respectively. As of March 31, 2016, the Company had $14.7 million of total unrecognized compensation cost related to unvested stock compensation expected to be recognized over a weighted average period of approximately 2.3 years. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2016 | |
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, 2016 and 2015: Three Months Ended March 31, 2016 2015 Computation of Basic Earnings Per Share: Net income $ 61,549 $ 31,136 Income attributable to non-controlling interests (1,072 ) (713 ) Non-forfeitable dividends on unvested restricted shares (15 ) (4 ) Net income attributable to the Company’s common stockholders for basic earnings per share $ 60,462 $ 30,419 Weighted average number shares outstanding - basic 299,180 296,189 Basic Earnings Per Share Attributable to the Company’s Common Stockholders: Net income $ 0.20 $ 0.10 Computation of Diluted Earnings Per Share: Net income attributable to the Company’s common stockholders for diluted earnings per share $ 60,462 $ 30,419 Weighted average shares outstanding - basic 299,180 296,189 Effect of dilutive securities: Equity awards 199 1,526 Weighted average shares outstanding - diluted (1) 299,379 297,715 Diluted Earnings Per Share Attributable to the Company’s Common Stockholders: Net income $ 0.20 $ 0.10 (1) For the three months ended March 31, 2016 and 2015, the weighted average number of vested OP Units outstanding was 5.3 million and 6.9 million , respectively and was not dilutive. |
Earnings per Unit
Earnings per Unit | 3 Months Ended |
Mar. 31, 2016 | |
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, 2016 and 2015: Three Months Ended March 31, 2016 2015 Computation of Basic Earnings Per Share: Net income $ 61,549 $ 31,136 Income attributable to non-controlling interests (1,072 ) (713 ) Non-forfeitable dividends on unvested restricted shares (15 ) (4 ) Net income attributable to the Company’s common stockholders for basic earnings per share $ 60,462 $ 30,419 Weighted average number shares outstanding - basic 299,180 296,189 Basic Earnings Per Share Attributable to the Company’s Common Stockholders: Net income $ 0.20 $ 0.10 Computation of Diluted Earnings Per Share: Net income attributable to the Company’s common stockholders for diluted earnings per share $ 60,462 $ 30,419 Weighted average shares outstanding - basic 299,180 296,189 Effect of dilutive securities: Equity awards 199 1,526 Weighted average shares outstanding - diluted (1) 299,379 297,715 Diluted Earnings Per Share Attributable to the Company’s Common Stockholders: Net income $ 0.20 $ 0.10 (1) For the three months ended March 31, 2016 and 2015, the weighted average number of vested OP Units outstanding was 5.3 million and 6.9 million , respectively and was not dilutive. |
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, 2016 and 2015: Three Months Ended March 31, 2016 2015 Computation of Basic Earnings Per Unit: Net income $ 61,549 $ 31,136 Non-forfeitable dividends on unvested restricted shares (15 ) (4 ) Net income attributable to the Operating Partnership’s common units for basic earnings per unit $ 61,534 $ 31,132 Weighted average number of common units outstanding - basic 304,483 303,131 Basic Earnings Per Unit Attributable to the Operating Partnership’s Common Units: Net Income $ 0.20 $ 0.10 Computation of Diluted Earnings Per Unit: Net income attributable to the Operating Partnership’s common units for diluted earnings per unit $ 61,534 $ 31,132 Weighted average common units outstanding - basic 304,483 303,131 Effect of dilutive securities: Equity awards 199 1,526 Weighted average common units outstanding - diluted 304,682 304,657 Diluted Earnings Per Unit Attributable to the Operating Partnership’s Common Units: Net Income $ 0.20 $ 0.10 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Matters Except as described below, the Company is not presently involved in any material litigation arising outside the ordinary course of business. However, the Company is involved in routine litigation arising in the ordinary course of business, none of which the Company believes, individually or in the aggregate, taking into account existing reserves, will have a material impact on the Company’s results of operations, cash flows, or financial position. On February 8, 2016, the Company issued a press release and filed a Form 8-K reporting the completion of a review by the Audit Committee of the Company's Board of Directors that began after the Company received information in late December 2015 through its established compliance processes. The Audit Committee review led the Board of Directors to conclude that specific Company accounting and financial reporting personnel, in certain instances, were smoothing income items, both up and down, between reporting periods in an effort to achieve consistent quarterly same property net operating income growth. As a result of the Audit Committee review and the conclusions reached by the Board of Directors, the Company’s Chief Executive Officer, its President and Chief Financial Officer, its Treasurer and Chief Accounting Officer, and an accounting employee all resigned. Following these resignations the Company appointed a new Interim Chief Executive Officer and President, Interim Chief Financial Officer and Interim Chief Accounting Officer. Prior to the Company’s February 8, 2016 announcement, the Company voluntarily reported to the SEC the matters described above. The SEC has commenced an investigation with respect to these matters, and the Company is cooperating fully. On March 31, 2016, the Company and the former officers referenced above were named as defendants in a putative securities class action complaint filed in the United States District Court for the Southern District of New York (the “Court”). The complaint, captioned Westchester Putnam Counties Heavy & Highway Laborers Local 60 Benefit Funds v. Brixmor Property Group Inc., et al. (Case No. 16-CV-02400 (AT), asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on the facts described in the Company’s February 8, 2016 press release and Form 8-K. Additional securities class action complaints alleging the same or similar facts may be filed in the near future, and the Company expects that all such cases will be consolidated with the existing action pursuant to the Private Securities Litigation Reform Act of 1995. The Company believes it has valid defenses in this action and intends to vigorously defend itself. 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, 2016 and 2015, the Company recognized rent expense associated with these leases of $1.9 million and $2.5 million , respectively. Minimum annual rental commitments associated with these leases during the next five years and thereafter are as follows: Year ending December 31, 2016 (remaining nine months) $ 5,353 2017 6,625 2018 6,208 2019 6,056 2020 5,242 Thereafter 81,710 Total minimum annual rental commitments $ 111,194 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. |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions In the ordinary course of conducting its business, the Company enters into agreements with its affiliates and an unconsolidated joint venture in relation to the leasing and management of its and/or its related parties’ real estate assets. As of March 31, 2016 and December 31, 2015, there were no material receivables from related parties. As of March 31, 2016 and December 31, 2015 there were no material payables to related parties. |
Nature of Business and Financ22
Nature of Business and Financial Statement Presentation (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
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. 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 unaudited Condensed Consolidated Financial Statements for the periods presented have been included. The operating results for the periods presented are not necessarily indicative of the results that may be expected for a full fiscal year. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2015 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 29, 2016. |
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 Company 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, 2016 for recognition or disclosure purposes. Based on this evaluation, there were no subsequent events from March 31, 2016 through the date the financial statements were issued, except as follows. On April 12, 2016, the Company’s Board of Directors appointed James M. Taylor to serve as the Company’s new Chief Executive Officer and President, effective May 20, 2016. Mr. Taylor will succeed Daniel B. Hurwitz, who has served as the Company’s interim Chief Executive Officer and President since February 2016. Mr. Hurwitz will continue to serve as a member of the Company's Board of Directors. |
Income Taxes | Income Taxes The Parent Company has elected to qualify as a REIT in accordance with the Internal Revenue Code of 1986, as amended(the “Code”). To qualify as a REIT, 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 Operating Partnership is organized as a limited partnership and is generally not subject to federal or state income taxes. BPG Sub also has elected to qualify as a REIT under the Code and is subject to the same tax requirements and tax treatment as the Parent Company. BPG Sub has a taxable REIT subsidiary, and the Parent Company and BPG Sub 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 Company has analyzed the tax position taken on income tax returns for the open 2013 through 2015 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, 2016 and December 31, 2015. |
New Accounting Pronouncements | New Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)." ASU 2016-02 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The standard is effective on January 1, 2019, with early adoption permitted. The Company is currently in the process of evaluating the impact the adoption of ASU 2016-02 will have on the unaudited Condensed Consolidated Financial Statements of the Company. In February 2015, the FASB issued ASU 2015-02 “Amendments to the Consolidation Analysis to ASC Topic 810 Consolidation.” ASU 2015-02 updates to include all reporting entities within the scope of Subtopic 810-10 Consolidation - Overall, including limited partnerships and similar legal entities, unless a scope exception applies. Overall the amendments in this update are to simplify the codification and reduce the number of consolidation models and place more emphasis on risk of loss when determining controlling financial interests. ASU 2015-02 is effective for public businesses for interim and annual periods beginning after December 15, 2015. This ASU is effective for the Company beginning in the first quarter of the year ended December 31, 2016. The Company has evaluated the impact of the adoption of ASU 2015-02 on its unaudited Condensed Consolidated Financial Statements and have determined under ASU 2015-02 the Operating Partnership is considered a variable interest entity (“VIE”). The Parent Company is the primary beneficiary of the VIE and the Parent Company’s partnership interest is considered a majority voting interest. As such, this standard did not have a material impact on the unaudited Condensed Consolidated Financial Statements of the Company. In May 2014, the FASB issued ASU 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, as amended by ASU No. 2015-14, is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is permitted for reporting periods beginning after December 15, 2016. 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. |
Real Estate (Tables)
Real Estate (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Real Estate [Abstract] | |
Schedule of real estate properties | The Company’s components of Real estate, net consisted of the following: March 31, 2016 December 31, 2015 Land $ 2,012,905 $ 2,011,947 Buildings and improvements: Building 7,359,342 7,359,342 Building and tenant improvements 708,327 683,983 Lease intangibles (1) 866,637 877,578 10,947,211 10,932,850 Accumulated depreciation and amortization (1) (1,957,169 ) (1,880,685 ) Total $ 8,990,042 $ 9,052,165 (1) At March 31, 2016 and December 31, 2015, Lease intangibles consisted of the following: (i) $ 786.9 million and $ 796.8 million , respectively, of in-place lease value, (ii) $ 79.7 million and $ 80.8 million , respectively, of above-market leases, and (iii) $ 615.9 million and $ 606.5 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 accretion income and amortization expense associated with the Company’s above and below market leases, tenant relationships and leases in place for the next five years are as follows: Year ending December 31, Above- and below-market lease accretion, net Tenant relationships and leases in place amortization 2016 (remaining nine months) $ (25,207 ) $ 41,111 2017 (29,557 ) 41,560 2018 (26,609 ) 32,252 2019 (22,303 ) 25,428 2020 (17,749 ) 19,160 |
Financial Instruments - Deriv24
Financial Instruments - Derivatives and Hedging (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Derivative [Line Items] | |
Schedule of derivative instruments in Statement of Financial Position, fair value | Fair Value of Derivative Instruments Interest rate swaps classified as: March 31, 2016 December 31, 2015 Gross derivative assets $ — $ — Gross derivative liabilities (2,480 ) (2,437 ) Net derivative liability $ (2,480 ) $ (2,437 ) |
Schedule of cash flow hedges included in AOCI | The effective portion of the Company's interest rate swaps that was recorded in the accompanying unaudited Condensed Consolidated Statement of Operations for the three months ended March 31, 2016 and 2015 is as follows: Derivatives in Cash Flow Hedging Relationships (Interest Rate Swaps and Caps) Three Months Ended March 31, 2016 2015 Unrealized loss on interest rate hedges $ (1,529 ) $ (4,901 ) Amortization of interest rate swaps to interest expense $ 1,486 $ 2,464 |
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, 2016 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, 2016 | |
Debt Disclosure [Abstract] | |
Debt obligations under various arrangements with financial institutions | As of March 31, 2016 and December 31, 2015, the Company had the following indebtedness outstanding: Carrying Value as of March 31, 2016 December 31, 2015 Stated Interest Rates Scheduled Maturity Date Mortgage and secured loans (1) Fixed rate mortgage and secured loans (2) $ 2,222,023 $ 2,226,763 4.40% - 8.00% 2016 – 2024 Net unamortized premium 36,284 40,508 Net unamortized debt issuance cost (1,380 ) (1,752 ) Total mortgage and secured loans, net $ 2,256,927 $ 2,265,519 Notes payables Unsecured notes (3) $ 1,218,453 $ 1,218,453 3.85% - 7.97% 2022 - 2029 Net unamortized discount (4,517 ) (4,676 ) Net unamortized debt issuance cost (9,609 ) (9,923 ) Total notes payable, net $ 1,204,327 $ 1,203,854 Unsecured Credit Facility and Term Loan Unsecured Credit Facility (4) $ 1,956,000 $ 1,916,000 1.90% 2017 – 2018 Unsecured Term Loan 600,000 600,000 1.90% 2019 Net unamortized debt issuance cost (9,857 ) (11,107 ) Total Unsecured Credit Facility and Term Loan $ 2,546,143 $ 2,504,893 Total debt obligations, net $ 6,007,397 $ 5,974,266 (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, 2016 of approximately $ 3.3 billion . (2) The weighted average interest rate on the Company’s fixed rate mortgage and secured loans was 5.86% as of March 31, 2016. (3) The weighted average interest rate on the Company’s unsecured notes was 3.91% as of March 31, 2016. (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 140 basis points. |
Future expected/scheduled maturities of outstanding debt and capital lease obligations | As of March 31, 2016 and December 31, 2015, the Company had accrued interest of $ 22.5 million and $ 31.1 million outstanding, respectively. As of March 31, 2016, scheduled maturities of the Company’s outstanding debt obligations were as follows: Year ending December 31, 2016 (remaining nine months) $ 872,960 2017 805,659 2018 1,519,476 2019 620,126 2020 766,577 Thereafter 1,411,678 Total debt maturities 5,996,476 Net unamortized premiums on mortgages 36,284 Net unamortized discount on notes (4,517 ) Net unamortized debt issuance costs (20,846 ) Total debt obligations $ 6,007,397 |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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: March 31, 2016 December 31, 2015 Carrying Amounts Fair Value Carrying Amounts Fair Value Mortgage and secured loans payable $ 2,256,927 $ 2,363,560 $ 2,265,519 $ 2,367,070 Notes payable 1,204,327 1,160,258 1,203,854 1,198,504 Unsecured credit facility and term loan 2,546,143 2,556,000 2,504,893 2,516,000 Total debt obligations $ 6,007,397 $ 6,079,818 $ 5,974,266 $ 6,081,574 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a recurring basis: Fair Value Measurements as of March 31, 2016 Balance Quoted Prices in Active markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Marketable securities (1) $ 23,166 $ 1,236 $ 21,930 $ — Liabilities: Interest rate derivatives $ (2,480 ) $ — $ (2,480 ) $ — Fair Value Measurements as of December 31, 2015 Balance Quoted Prices in Active markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Marketable securities (1) $ 23,001 $ 1,167 $ 21,834 $ — Liabilities: Interest rate derivatives $ (2,437 ) $ — $ (2,437 ) $ — (1) As of March 31, 2016 and December 31, 2015 marketable securities included less than $0.1 million of net unrealized losses. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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, 2016 and 2015: Three Months Ended March 31, 2016 2015 Computation of Basic Earnings Per Share: Net income $ 61,549 $ 31,136 Income attributable to non-controlling interests (1,072 ) (713 ) Non-forfeitable dividends on unvested restricted shares (15 ) (4 ) Net income attributable to the Company’s common stockholders for basic earnings per share $ 60,462 $ 30,419 Weighted average number shares outstanding - basic 299,180 296,189 Basic Earnings Per Share Attributable to the Company’s Common Stockholders: Net income $ 0.20 $ 0.10 Computation of Diluted Earnings Per Share: Net income attributable to the Company’s common stockholders for diluted earnings per share $ 60,462 $ 30,419 Weighted average shares outstanding - basic 299,180 296,189 Effect of dilutive securities: Equity awards 199 1,526 Weighted average shares outstanding - diluted (1) 299,379 297,715 Diluted Earnings Per Share Attributable to the Company’s Common Stockholders: Net income $ 0.20 $ 0.10 (1) For the three months ended March 31, 2016 and 2015, the weighted average number of vested OP Units outstanding was 5.3 million and 6.9 million , respectively and was not dilutive. |
Earnings per Unit (Tables)
Earnings per Unit (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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, 2016 and 2015: Three Months Ended March 31, 2016 2015 Computation of Basic Earnings Per Share: Net income $ 61,549 $ 31,136 Income attributable to non-controlling interests (1,072 ) (713 ) Non-forfeitable dividends on unvested restricted shares (15 ) (4 ) Net income attributable to the Company’s common stockholders for basic earnings per share $ 60,462 $ 30,419 Weighted average number shares outstanding - basic 299,180 296,189 Basic Earnings Per Share Attributable to the Company’s Common Stockholders: Net income $ 0.20 $ 0.10 Computation of Diluted Earnings Per Share: Net income attributable to the Company’s common stockholders for diluted earnings per share $ 60,462 $ 30,419 Weighted average shares outstanding - basic 299,180 296,189 Effect of dilutive securities: Equity awards 199 1,526 Weighted average shares outstanding - diluted (1) 299,379 297,715 Diluted Earnings Per Share Attributable to the Company’s Common Stockholders: Net income $ 0.20 $ 0.10 (1) For the three months ended March 31, 2016 and 2015, the weighted average number of vested OP Units outstanding was 5.3 million and 6.9 million , respectively and was not dilutive. |
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, 2016 and 2015: Three Months Ended March 31, 2016 2015 Computation of Basic Earnings Per Unit: Net income $ 61,549 $ 31,136 Non-forfeitable dividends on unvested restricted shares (15 ) (4 ) Net income attributable to the Operating Partnership’s common units for basic earnings per unit $ 61,534 $ 31,132 Weighted average number of common units outstanding - basic 304,483 303,131 Basic Earnings Per Unit Attributable to the Operating Partnership’s Common Units: Net Income $ 0.20 $ 0.10 Computation of Diluted Earnings Per Unit: Net income attributable to the Operating Partnership’s common units for diluted earnings per unit $ 61,534 $ 31,132 Weighted average common units outstanding - basic 304,483 303,131 Effect of dilutive securities: Equity awards 199 1,526 Weighted average common units outstanding - diluted 304,682 304,657 Diluted Earnings Per Unit Attributable to the Operating Partnership’s Common Units: Net Income $ 0.20 $ 0.10 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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, 2016 (remaining nine months) $ 5,353 2017 6,625 2018 6,208 2019 6,056 2020 5,242 Thereafter 81,710 Total minimum annual rental commitments $ 111,194 |
Nature of Business and Financ30
Nature of Business and Financial Statement Presentation (Description of Business) (Details) | Mar. 31, 2016 |
Parent Company [Member] | BPG Sub [Member] | |
Nture of Oerations and Financial Statements Presentation [Line Items] | |
Ownership percentage | 100.00% |
Discontinued Operations and A31
Discontinued Operations and Assets Held for Sale (Narrative) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2015USD ($)shopping_center | |
Discontinued Operations and Disposal Groups [Abstract] | |
Number of shopping centers sold | shopping_center | 1 |
Proceeds from sale | $ 9.9 |
Provisions of impairment | $ 0.8 |
Real Estate (Details)
Real Estate (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Real Estate Owned, Disclosure of Detailed Components [Abstract] | |||
Land | $ 2,012,905,000 | $ 2,011,947,000 | |
Building | 7,359,342,000 | 7,359,342,000 | |
Building and tenant improvements | 708,327,000 | 683,983,000 | |
Other rental property | 866,637,000 | 877,578,000 | |
Real estate, gross | 10,947,211,000 | 10,932,850,000 | |
Accumulated depreciation and amortization | (1,957,169,000) | (1,880,685,000) | |
Real estate, net | 8,990,042,000 | 9,052,165,000 | |
Accumulated amortization | 615,900,000 | 606,500,000 | |
Intangible liabilities relating to below-market leases | 500,700,000 | 505,800,000 | |
Accumulated amortization on below-market leases | 245,300,000 | 237,200,000 | |
Above- and below-market lease intangible amortization | (11,018,000) | $ (13,530,000) | |
Amortization of Intangible Assets | 18,100,000 | $ 25,100,000 | |
Acquired Land Parcels [Member] | |||
Tenant relationships and leases in place amortization | |||
Acquired real estate properties | 2 | ||
Acquired Outparcels [Member] | |||
Tenant relationships and leases in place amortization | |||
Acquired real estate properties | 1 | ||
Aggregate purchase price | 1,200,000 | ||
Leases, Acquired-in-Place [Member] | |||
Real Estate Owned, Disclosure of Detailed Components [Abstract] | |||
In-place lease value | 786,900,000 | 796,800,000 | |
Above Market Leases [Member] | |||
Real Estate Owned, Disclosure of Detailed Components [Abstract] | |||
Above market leases | 79,700,000 | $ 80,800,000 | |
Above- and Below-Market Lease Accretion, Net [Member] | |||
Above- and below-market lease accretion, net | |||
2016 (remaining nine months) | (25,207,000) | ||
2,017 | (29,557,000) | ||
2,018 | (26,609,000) | ||
2,019 | (22,303,000) | ||
2,020 | (17,749,000) | ||
Tenant Relationships and Leases-in-Place Amortization [Member] | |||
Tenant relationships and leases in place amortization | |||
2016 (remaining nine months) | 41,111,000 | ||
2,017 | 41,560,000 | ||
2,018 | 32,252,000 | ||
2,019 | 25,428,000 | ||
2,020 | $ 19,160,000 |
Financial Instruments - Deriv33
Financial Instruments - Derivatives and Hedging (Details) - Interest Rate Swap [Member] - Designated as Hedging Instrument [Member] $ in Thousands | Mar. 31, 2016USD ($)derivative_instrument |
Derivative [Line Items] | |
Number of Instruments | derivative_instrument | 5 |
Notional Amount | $ | $ 1,500,000 |
Financial Instruments - Deriv34
Financial Instruments - Derivatives and Hedging (Details 1) - Interest Rate Swap [Member] - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Derivatives, Fair Value [Line Items] | ||
Gross derivative assets | $ 0 | $ 0 |
Gross derivative liabilities | (2,480) | (2,437) |
Net derivative liability | $ (2,480) | $ (2,437) |
Financial Instruments - Deriv35
Financial Instruments - Derivatives and Hedging (Details 2) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Unrealized loss on interest rate hedges | $ (1,529) | $ (4,901) |
Amortization of interest rate swaps to interest expense | $ 1,486 | $ 2,464 |
Financial Instruments - Deriv36
Financial Instruments - Derivatives and Hedging (Details Textual) $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Amount expected to be reclassified from accumulated other comprehensive loss in the next twelve months | $ 2.5 |
Agreement obligations | $ 2.9 |
Debt Obligations (Details)
Debt Obligations (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016USD ($)derivative_instrument | Dec. 31, 2015USD ($) | |
Debt obligations under various arrangements with financial institutions | ||
Long-term debt | $ 5,996,476 | |
Net unamortized premium | 36,284 | |
Net unamortized debt issuance cost | (20,846) | |
Net unamortized discount | (4,517) | |
Total debt obligations | 6,007,397 | $ 5,974,266 |
Collateral carrying value | 3,300,000 | |
Term Loan [Member] | ||
Debt obligations under various arrangements with financial institutions | ||
Term loan face amount | $ 1,500,000 | |
Number of interest rate derivatives held | derivative_instrument | 5 | |
Effective percentage | 0.844% | |
Stated spread rate | 1.40% | |
Secured Debt [Member] | ||
Debt obligations under various arrangements with financial institutions | ||
Long-term debt | $ 2,222,023 | 2,226,763 |
Net unamortized premium | 36,284 | 40,508 |
Net unamortized debt issuance cost | (1,380) | (1,752) |
Long-term Debt | $ 2,256,927 | 2,265,519 |
Weighted average fixed interest rate | 5.86% | |
Secured Debt [Member] | Minimum [Member] | ||
Debt obligations under various arrangements with financial institutions | ||
Stated percentage | 4.40% | |
Secured Debt [Member] | Maximum [Member] | ||
Debt obligations under various arrangements with financial institutions | ||
Stated percentage | 8.00% | |
Unsecured Debt [Member] | ||
Debt obligations under various arrangements with financial institutions | ||
Long-term debt | $ 1,218,453 | 1,218,453 |
Net unamortized debt issuance cost | (9,609) | (9,923) |
Net unamortized discount | (4,517) | (4,676) |
Long-term Debt | $ 1,204,327 | 1,203,854 |
Weighted average fixed interest rate | 3.91% | |
Unsecured Debt [Member] | Minimum [Member] | ||
Debt obligations under various arrangements with financial institutions | ||
Stated percentage | 3.85% | |
Unsecured Debt [Member] | Maximum [Member] | ||
Debt obligations under various arrangements with financial institutions | ||
Stated percentage | 7.97% | |
Unsecured Debt [Member] | Unsecured Credit Facility [Member] | ||
Debt obligations under various arrangements with financial institutions | ||
Long-term debt | $ 1,956,000 | 1,916,000 |
Stated percentage | 1.90% | |
Unsecured Debt [Member] | Term Loan [Member] | ||
Debt obligations under various arrangements with financial institutions | ||
Long-term debt | $ 600,000 | 600,000 |
Stated percentage | 1.90% | |
Unsecured Debt [Member] | Unsecured Credit Facility and Term Loan [Member] | ||
Debt obligations under various arrangements with financial institutions | ||
Net unamortized debt issuance cost | $ (9,857) | (11,107) |
Long-term Debt | 2,546,143 | $ 2,504,893 |
Unsecured Debt [Member] | Revolving Credit Facility [Member] | ||
Debt obligations under various arrangements with financial institutions | ||
Credit facility maximum borrowing capacity | $ 1,250,000 |
Debt Obligations (Details 1)
Debt Obligations (Details 1) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Future expected/scheduled maturities of outstanding debt and capital lease | ||
2016 (remaining nine months) | $ 872,960 | |
2,017 | 805,659 | |
2,018 | 1,519,476 | |
2,019 | 620,126 | |
2,020 | 766,577 | |
Thereafter | 1,411,678 | |
Total debt maturities | 5,996,476 | |
Net unamortized premiums on mortgages | 36,284 | |
Net unamortized discount on notes | (4,517) | |
Net unamortized debt issuance costs | (20,846) | |
Total debt obligations | $ 6,007,397 | $ 5,974,266 |
Debt Obligations (Details 2)
Debt Obligations (Details 2) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Accrued interest | $ 22,500 | $ 31,100 |
Long-term debt | 5,996,476 | |
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 | |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 600,000 |
Fair Value Disclosures (Details
Fair Value Disclosures (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Estimated fair value of the Company's debt obligations compared to their carrying amounts | ||
Mortgages and secured loans payable | $ 6,007,397 | $ 5,974,266 |
Total debt obligations | 6,007,397 | 5,974,266 |
Carrying Amounts [Member] | ||
Estimated fair value of the Company's debt obligations compared to their carrying amounts | ||
Mortgages and secured loans payable | 2,256,927 | 2,265,519 |
Notes payable | 1,204,327 | 1,203,854 |
Unsecured credit facility and term loan | 2,546,143 | 2,504,893 |
Total debt obligations | 6,007,397 | 5,974,266 |
Fair Value [Member] | ||
Estimated fair value of the Company's debt obligations compared to their carrying amounts | ||
Mortgages and secured loans payable | 2,363,560 | 2,367,070 |
Notes payable | 1,160,258 | 1,198,504 |
Unsecured credit facility and term loan | 2,556,000 | 2,516,000 |
Total debt obligations | $ 6,079,818 | $ 6,081,574 |
Fair Value Disclosures (Detai41
Fair Value Disclosures (Details 1) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, unrealized losses | $ 100 | |
Fair Value, Measurements, Recurring [Member] | Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 23,166 | $ 23,001 |
Fair Value, Measurements, Recurring [Member] | Interest Rate Contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | (2,480) | (2,437) |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 1,236 | 1,167 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Interest Rate Contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 21,930 | 21,834 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Interest Rate Contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | (2,480) | (2,437) |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Interest Rate Contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | $ 0 | $ 0 |
Equity and Capital (Details)
Equity and Capital (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Noncontrolling Interest [Line Items] | |||
Common stock authorized for sale under the ATM | $ 400 | ||
Common stock remained available for issuance under the ATM | $ 400 | ||
Dividends, per common share | $ 0.245 | $ 0.225 | |
Parent Company [Member] | Operating Partnership [Member] | |||
Noncontrolling Interest [Line Items] | |||
Ownership percentage | 98.20% | ||
Parent Company [Member] | Certain Members of the Parent Company’s Current and Former Management [Member] | |||
Noncontrolling Interest [Line Items] | |||
Ownership percentage | 1.80% | ||
Accounts Payable and Accrued Liabilities [Member] | |||
Noncontrolling Interest [Line Items] | |||
Dividends payable | $ 75.3 | $ 76 | |
Common Stock [Member] | |||
Noncontrolling Interest [Line Items] | |||
Stock repurchased during period, shares | 47,444 | 12,754 |
Stock Based Compensation (Detai
Stock Based Compensation (Details Textual) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percent of cash proceeds received if units granted, internal rate of return | 15.00% | |
Number of shares authorized | 15 | |
Reversal of previously recognized equity compensation expense | $ 2.6 | |
Share-based compensation (benefit)/expense | (1.6) | $ 12.9 |
Compensation cost not yet recognized | $ 14.7 | |
Weighted average remaining contractual term | 2 years 3 months 18 days | |
General and Administrative Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity based compensation expense | $ 9.9 | |
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 | 0.4 | 0.7 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings Per Share, Basic [Abstract] | ||
Net income | $ 61,549 | $ 31,136 |
Income attributable to non-controlling interests | (1,072) | (713) |
Non-forfeitable dividends on unvested restricted shares | (15) | (4) |
Net income attributable to the Company’s common stockholders for basic earnings per share | $ 60,462 | $ 30,419 |
Weighted average number shares outstanding - basic | 299,180 | 296,189 |
Net income (usd per share) | $ 0.20 | $ 0.10 |
Computation of Diluted Earnings Per Share: | ||
Net income attributable to the Company’s common stockholders for diluted earnings per share | $ 60,462 | $ 30,419 |
Equity awards | 199 | 1,526 |
Weighted average shares outstanding - diluted (1) | 299,379 | 297,715 |
Net income (usd per share) | $ 0.20 | $ 0.10 |
Antidilutive securities excluded from computation of earnings per share | 5,300 | 6,900 |
Earnings per Unit (Details)
Earnings per Unit (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Schedule of Earnings per Share [Line Items] | ||
Net income | $ 61,549 | $ 31,136 |
Non-forfeitable dividends on unvested restricted shares | (15) | (4) |
Net income attributable to the Company’s common stockholders for basic earnings per share | $ 60,462 | $ 30,419 |
Weighted average number of common shares outstanding - basic | 299,180 | 296,189 |
Net income (usd per share) | $ 0.20 | $ 0.10 |
Net income attributable to the Company’s common stockholders for diluted earnings per share | $ 60,462 | $ 30,419 |
Equity awards | 199 | 1,526 |
Weighted average shares outstanding - diluted | 299,379 | 297,715 |
Net income (usd per share) | $ 0.20 | $ 0.10 |
Brixmor Operating Partnership LP [Member] | ||
Schedule of Earnings per Share [Line Items] | ||
Net income | $ 61,549 | $ 31,136 |
Non-forfeitable dividends on unvested restricted shares | (15) | (4) |
Net income attributable to the Company’s common stockholders for basic earnings per share | $ 61,534 | $ 31,132 |
Weighted average number of common shares outstanding - basic | 304,483 | 303,131 |
Net income (usd per share) | $ 0.20 | $ 0.10 |
Net income attributable to the Company’s common stockholders for diluted earnings per share | $ 61,534 | $ 31,132 |
Equity awards | 199 | 1,526 |
Weighted average shares outstanding - diluted | 304,682 | 304,657 |
Net income (usd per share) | $ 0.20 | $ 0.10 |
Commitments and Contingencies46
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 1,900 | $ 2,500 |
Operating Leases, Future Minimum Payments Due, Rolling Maturity [Abstract] | ||
2016 (remaining nine months) | 5,353 | |
2,017 | 6,625 | |
2,018 | 6,208 | |
2,019 | 6,056 | |
2,020 | 5,242 | |
Thereafter | 81,710 | |
Total minimum annual rental commitments | $ 111,194 |