Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 01, 2016 | |
Entity Registrant Name | Brixmor Property Group Inc. | |
Entity Central Index Key | 1,581,068 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 304,321,127 | |
Brixmor Operating Partnership LP [Member] | ||
Entity Registrant Name | Brixmor Operating Partnership LP | |
Entity Central Index Key | 1,630,031 | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Real estate | ||
Land | $ 2,004,264 | $ 2,011,947 |
Buildings and improvements | 8,955,726 | 8,920,903 |
Real estate, gross | 10,959,990 | 10,932,850 |
Accumulated depreciation and amortization | (2,100,229) | (1,880,685) |
Real estate, net | 8,859,761 | 9,052,165 |
Investments in and advances to unconsolidated joint ventures | 5,044 | 5,019 |
Cash and cash equivalents | 31,143 | 69,528 |
Restricted cash | 45,662 | 41,462 |
Marketable securities | 26,580 | 23,001 |
Receivables, net of allowance for doubtful accounts of $17,831 and $16,587 | 176,086 | 180,486 |
Deferred charges and prepaid expenses, net | 127,201 | 109,149 |
Other assets | 41,232 | 17,197 |
Total assets | 9,312,709 | 9,498,007 |
Liabilities | ||
Debt obligations, net | 5,857,431 | 5,974,266 |
Accounts payable, accrued expenses and other liabilities | 566,744 | 603,439 |
Total liabilities | 6,424,175 | 6,577,705 |
Commitments and contingencies (Note 12) | ||
Equity | ||
Common stock | 3,043 | 2,991 |
Additional paid in capital | 3,321,475 | 3,270,246 |
Accumulated other comprehensive loss | (15) | (2,509) |
Distributions in excess of net income | (440,348) | (400,945) |
Total stockholders’ equity | 2,884,155 | 2,869,783 |
Non-controlling interests | 4,379 | 50,519 |
Total equity | 2,888,534 | 2,920,302 |
Total liabilities and equity | 9,312,709 | 9,498,007 |
Brixmor Operating Partnership LP [Member] | ||
Real estate | ||
Land | 2,004,264 | 2,011,947 |
Buildings and improvements | 8,955,726 | 8,920,903 |
Real estate, gross | 10,959,990 | 10,932,850 |
Accumulated depreciation and amortization | (2,100,229) | (1,880,685) |
Real estate, net | 8,859,761 | 9,052,165 |
Investments in and advances to unconsolidated joint ventures | 5,044 | 5,019 |
Cash and cash equivalents | 31,107 | 69,506 |
Restricted cash | 45,662 | 41,462 |
Marketable securities | 26,363 | 22,791 |
Receivables, net of allowance for doubtful accounts of $17,831 and $16,587 | 176,086 | 180,486 |
Deferred charges and prepaid expenses, net | 127,201 | 109,149 |
Other assets | 41,232 | 17,197 |
Total assets | 9,312,456 | 9,497,775 |
Liabilities | ||
Debt obligations, net | 5,857,431 | 5,974,266 |
Accounts payable, accrued expenses and other liabilities | 566,744 | 603,439 |
Total liabilities | 6,424,175 | 6,577,705 |
Commitments and contingencies (Note 12) | ||
Equity | ||
Common stock | 2,888,287 | 2,922,565 |
Accumulated other comprehensive loss | (6) | (2,495) |
Total equity | 2,888,281 | 2,920,070 |
Total liabilities and equity | $ 9,312,456 | $ 9,497,775 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Allowance for doubtful accounts receivable | $ 17,831 | $ 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 | 304,321,127 | 299,138,450 |
Brixmor Operating Partnership LP [Member] | ||
Allowance for doubtful accounts receivable | $ 17,831 | $ 16,587 |
Common stock, shares outstanding | 304,698,828 | 304,366,215 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues | ||||
Rental income | $ 247,859 | $ 245,829 | $ 744,580 | $ 733,429 |
Expense reimbursements | 69,469 | 65,304 | 200,944 | 200,570 |
Other revenues | 1,249 | 1,892 | 6,214 | 6,430 |
Total revenues | 318,577 | 313,025 | 951,738 | 940,429 |
Operating expenses | ||||
Operating costs | 31,041 | 27,952 | 97,507 | 93,779 |
Real estate taxes | 47,812 | 45,472 | 130,886 | 133,635 |
Depreciation and amortization | 98,337 | 102,439 | 294,634 | 315,424 |
Provision for doubtful accounts | 2,218 | 1,953 | 6,579 | 6,973 |
Impairment of real estate assets | 1,971 | 0 | 1,971 | 807 |
General and administrative | 21,787 | 22,030 | 69,709 | 73,030 |
Total operating expenses | 203,166 | 199,846 | 601,286 | 623,648 |
Other income (expense) | ||||
Dividends and interest | 89 | 57 | 481 | 241 |
Interest expense | (57,855) | (61,567) | (171,482) | (186,289) |
Gain on sale of real estate assets | 2,450 | 0 | 10,232 | 9,224 |
Gain (loss) on extinguishment of debt, net | (1,042) | 137 | (949) | 922 |
Other | (1,370) | 2,880 | (4,258) | (115) |
Total other expense | (57,728) | (58,493) | (165,976) | (176,017) |
Income before equity in income of unconsolidated joint ventures | 57,683 | 54,686 | 184,476 | 140,764 |
Equity in income of unconsolidated joint ventures | 122 | 133 | 348 | 358 |
Net income | 57,805 | 54,819 | 184,824 | 141,122 |
Net income attributable to non-controlling interests | (313) | (1,046) | (2,399) | (2,814) |
Net income attributable to common stockholders | $ 57,492 | $ 53,773 | $ 182,425 | $ 138,308 |
Net income attributable to common stockholders: | ||||
Basic (usd per share) | $ 0.19 | $ 0.18 | $ 0.61 | $ 0.46 |
Diluted (usd per share) | $ 0.19 | $ 0.18 | $ 0.61 | $ 0.46 |
Weighted average shares: | ||||
Basic (usd per share) | 303,013 | 298,464 | 300,697 | 297,714 |
Diluted (usd per share) | 303,521 | 298,936 | 301,146 | 304,706 |
Brixmor Operating Partnership LP [Member] | ||||
Revenues | ||||
Rental income | $ 247,859 | $ 245,829 | $ 744,580 | $ 733,429 |
Expense reimbursements | 69,469 | 65,304 | 200,944 | 200,570 |
Other revenues | 1,249 | 1,892 | 6,214 | 6,430 |
Total revenues | 318,577 | 313,025 | 951,738 | 940,429 |
Operating expenses | ||||
Operating costs | 31,041 | 27,952 | 97,507 | 93,779 |
Real estate taxes | 47,812 | 45,472 | 130,886 | 133,635 |
Depreciation and amortization | 98,337 | 102,439 | 294,634 | 315,424 |
Provision for doubtful accounts | 2,218 | 1,953 | 6,579 | 6,973 |
Impairment of real estate assets | 1,971 | 0 | 1,971 | 807 |
General and administrative | 21,787 | 22,030 | 69,709 | 73,030 |
Total operating expenses | 203,166 | 199,846 | 601,286 | 623,648 |
Other income (expense) | ||||
Dividends and interest | 89 | 57 | 481 | 241 |
Interest expense | (57,855) | (61,567) | (171,482) | (186,289) |
Gain on sale of real estate assets | 2,450 | 0 | 10,232 | 9,224 |
Gain (loss) on extinguishment of debt, net | (1,042) | 137 | (949) | 922 |
Other | (1,370) | 2,880 | (4,258) | (115) |
Total other expense | (57,728) | (58,493) | (165,976) | (176,017) |
Income before equity in income of unconsolidated joint ventures | 57,683 | 54,686 | 184,476 | 140,764 |
Equity in income of unconsolidated joint ventures | 122 | 133 | 348 | 358 |
Net income | 57,805 | 54,819 | 184,824 | 141,122 |
Net income attributable to Brixmor Operating Partnership LP | $ 57,805 | $ 54,819 | $ 184,824 | $ 141,122 |
Net income attributable to common stockholders: | ||||
Basic (usd per share) | $ 0.19 | $ 0.18 | $ 0.61 | $ 0.46 |
Diluted (usd per share) | $ 0.19 | $ 0.18 | $ 0.61 | $ 0.46 |
Weighted average shares: | ||||
Basic (usd per share) | 304,659 | 304,270 | 304,577 | 303,899 |
Diluted (usd per share) | 305,167 | 304,742 | 305,026 | 304,706 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Net income | $ 57,805 | $ 54,819 | $ 184,824 | $ 141,122 |
Other comprehensive income (loss) | ||||
Unrealized gain (loss) on interest rate hedges | 1,321 | (112) | 2,413 | (1,831) |
Unrealized gain (loss) on marketable securities | (54) | 21 | 81 | 39 |
Total other comprehensive income (loss) | 1,267 | (91) | 2,494 | (1,792) |
Comprehensive income | 59,072 | 54,728 | 187,318 | 139,330 |
Comprehensive income attributable to non-controlling interests | (313) | (1,046) | (2,399) | (2,814) |
Comprehensive income attributable to the Company | 58,759 | 53,682 | 184,919 | 136,516 |
Brixmor Operating Partnership LP [Member] | ||||
Net income | 57,805 | 54,819 | 184,824 | 141,122 |
Other comprehensive income (loss) | ||||
Unrealized gain (loss) on interest rate hedges | 1,321 | (112) | 2,413 | (1,831) |
Unrealized gain (loss) on marketable securities | (54) | 21 | 76 | 40 |
Total other comprehensive income (loss) | 1,267 | (91) | 2,489 | (1,791) |
Comprehensive income attributable to the Company | $ 59,072 | $ 54,728 | $ 187,313 | $ 139,331 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS 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 | (202,343) | (202,343) | |||||||
Distributions to non-controlling interests | (4,554) | (4,554) | |||||||
Distributions to partners | (206,798) | (206,798) | |||||||
Equity based compensation expense (benefit) | 19,359 | 18,939 | 420 | ||||||
Equity based compensation expense (benefit) | 19,359 | 19,359 | |||||||
Issuance of common stock and OP Units, shares | 33 | ||||||||
Other comprehensive income (loss) | (1,792) | (1,791) | (1,792) | (1,791) | |||||
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 | 19,223 | (19,242) | |||||
Shared-based awards retained for taxes | (430) | (430) | (430) | (430) | |||||
Net (loss) income | 141,122 | 141,122 | 141,122 | 138,308 | 2,814 | ||||
Ending balance, shares at Sep. 30, 2015 | 298,488 | ||||||||
Ending balance, value at Sep. 30, 2015 | 2,931,687 | 2,931,440 | $ 2,985 | 2,937,656 | 3,260,930 | (6,227) | (6,216) | (382,797) | 56,796 |
Beginning balance, shares at Dec. 31, 2015 | 299,138 | ||||||||
Beginning 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 | (221,828) | (221,828) | 0 | ||||||
Distributions to non-controlling interests | (2,304) | (2,304) | |||||||
Distributions to partners | (224,148) | (224,148) | |||||||
Equity based compensation expense (benefit) | 8,041 | 7,954 | 87 | ||||||
Equity based compensation expense (benefit) | 8,041 | 8,041 | |||||||
Issuance of common stock and OP Units, shares | 207 | ||||||||
Other comprehensive income (loss) | 2,494 | 2,489 | 2,494 | 2,489 | |||||
Issuance of common stock and OP Units | 211 | 211 | $ 2 | 211 | (1,395) | 1,604 | |||
Conversion of Operating Partnership units into common stock, share | 4,976 | ||||||||
Conversion of Operating Partnership units into common stock | 0 | $ 50 | 47,876 | (47,926) | |||||
Shared-based awards retained for taxes | (3,206) | (3,206) | (3,206) | (3,206) | |||||
Net (loss) income | 184,824 | 184,824 | 184,824 | 182,425 | 2,399 | ||||
Ending balance, shares at Sep. 30, 2016 | 304,321 | ||||||||
Ending balance, value at Sep. 30, 2016 | $ 2,888,534 | $ 2,888,281 | $ 3,043 | $ 2,888,287 | $ 3,321,475 | $ (15) | $ (6) | $ (440,348) | $ 4,379 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTs OF CHANGES IN EQUITY (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Stockholders' Equity [Abstract] | ||||
Dividends, per common share | $ 0.245 | $ 0.225 | $ 0.735 | $ 0.675 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Operating activities: | ||
Net income | $ 184,824 | $ 141,122 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 294,634 | 315,424 |
Debt premium and discount amortization | (10,630) | (13,972) |
Deferred financing cost amortization | 5,827 | 6,236 |
Above- and below-market lease intangible amortization | (29,471) | (34,367) |
Provisions for impairment | 1,971 | 807 |
Gain on disposition of operating properties | 10,232 | 9,224 |
Equity based compensation | 8,041 | 19,359 |
Other | 797 | 106 |
(Gain) loss on extinguishment of debt, net | 937 | (4,502) |
Changes in operating assets and liabilities: | ||
Restricted cash | (2,651) | (1,782) |
Receivables | 4,042 | 10,502 |
Deferred charges and prepaid expenses | (33,101) | (23,932) |
Other assets | 350 | (295) |
Accounts payable, accrued expenses and other liabilities | 3,201 | 6,442 |
Net cash provided by operating activities | 418,539 | 411,924 |
Investing activities: | ||
Improvements to and investments in real estate assets | (135,868) | (147,393) |
Acquisitions of real estate assets | 6,733 | 52,278 |
Proceeds from sales of real estate assets | 31,068 | 41,795 |
Change in restricted cash attributable to investing activities | (1,548) | 2,182 |
Purchase of marketable securities | (35,172) | (19,320) |
Proceeds from sale of marketable securities | 31,622 | 15,014 |
Net cash used in investing activities | (116,631) | (160,000) |
Financing activities: | ||
Repayment of debt obligations and financing liabilities | (865,918) | (733,815) |
Repayment of borrowings under unsecured revolving credit facility | (805,000) | (1,118,475) |
Proceeds from borrowings under unsecured revolving credit facility | 481,000 | 619,000 |
Proceeds from unsecured term loan and notes | 1,087,623 | 1,188,146 |
Deferred financing costs | (10,673) | (3,153) |
Distributions to common stockholders | (220,627) | (201,398) |
Distributions to non-controlling interests | (3,492) | (24,841) |
Repurchase of common shares in conjunction with equity award plans | (3,206) | 0 |
Net cash used in financing activities | (340,293) | (274,536) |
Change in cash and cash equivalents | (38,385) | (22,612) |
Cash and cash equivalents at beginning of period | 69,528 | 60,595 |
Cash and cash equivalents at end of period | 31,143 | 37,983 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest, net of amount capitalized of $1,918 and $2,131 | 183,505 | 191,125 |
Brixmor Operating Partnership LP [Member] | ||
Operating activities: | ||
Net income | 184,824 | 141,122 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 294,634 | 315,424 |
Debt premium and discount amortization | (10,630) | (13,972) |
Deferred financing cost amortization | 5,827 | 6,236 |
Above- and below-market lease intangible amortization | (29,471) | (34,367) |
Provisions for impairment | 1,971 | 807 |
Gain on disposition of operating properties | 10,232 | 9,224 |
Equity based compensation | 8,041 | 19,359 |
Other | 797 | 106 |
(Gain) loss on extinguishment of debt, net | 937 | (4,502) |
Changes in operating assets and liabilities: | ||
Restricted cash | (2,651) | (1,782) |
Receivables | 4,042 | 10,502 |
Deferred charges and prepaid expenses | (33,101) | (23,932) |
Other assets | 350 | (295) |
Accounts payable, accrued expenses and other liabilities | 3,201 | 6,444 |
Net cash provided by operating activities | 418,539 | 411,926 |
Investing activities: | ||
Improvements to and investments in real estate assets | (135,868) | (147,393) |
Acquisitions of real estate assets | 6,733 | 52,278 |
Proceeds from sales of real estate assets | 31,068 | 41,795 |
Change in restricted cash attributable to investing activities | (1,548) | 2,182 |
Purchase of marketable securities | (35,163) | (19,316) |
Proceeds from sale of marketable securities | 31,622 | 15,014 |
Net cash used in investing activities | (116,622) | (159,996) |
Financing activities: | ||
Repayment of debt obligations and financing liabilities | (865,918) | (733,815) |
Repayment of borrowings under unsecured revolving credit facility | (805,000) | (1,118,475) |
Proceeds from borrowings under unsecured revolving credit facility | 481,000 | 619,000 |
Proceeds from unsecured term loan and notes | 1,087,623 | 1,188,146 |
Deferred financing costs | (10,673) | (3,153) |
Partner distributions | (227,348) | (206,266) |
Distributions to non-controlling interests | 0 | (19,870) |
Net cash used in financing activities | (340,316) | (274,433) |
Change in cash and cash equivalents | (38,399) | (22,503) |
Cash and cash equivalents at beginning of period | 69,506 | 60,450 |
Cash and cash equivalents at end of period | $ 31,107 | $ 37,947 |
CONDENSED CONSOLIDATED STATEME9
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Interest paid, capitalized | $ 1,918 | $ 2,131 |
Brixmor Operating Partnership LP [Member] | ||
Interest paid, capitalized | $ 1,918 | $ 2,131 |
Nature of Business and Financia
Nature of Business and Financial Statement Presentation | 9 Months Ended |
Sep. 30, 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, disposition 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”) believes it owns and operates the second largest open air retail portfolio in the United States, comprised primarily of community and neighborhood shopping centers. 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. 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 September 30, 2016 and December 31, 2015. New Accounting Pronouncements In August 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-15, "Statement of Cash Flows (Topic 230)." ASU 2016-15 provides classification guidance for certain cash receipts and cash payments including payment of debt extinguishment costs, settlement of zero-coupon debt instruments, insurance claim payments and distributions from equity method investees. The standard is effective on January 1, 2018, with early adoption permitted. The Company is currently in the process of evaluating the impact the adoption of ASU 2016-015 will have on the unaudited Condensed Consolidated Financial Statements of the Company. In March 2016, the FASB issued ASU No. 2016-09, "Compensation - Stock Compensation (Topic 718)." ASU 2016-09 sets out improvements to Employee Share-Based Payment Accounting. The new standard impacts certain aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statements of cash flows. The standard is effective on January 1, 2017, with early adoption permitted. The Company is currently in the process of evaluating the impact the adoption of ASU 2016-09 will have on the unaudited Condensed Consolidated Financial Statements of the Company. 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 was effective for public businesses for interim and annual periods beginning after December 15, 2015. This ASU was effective for the Company beginning in the first quarter of the year ending December 31, 2016. The Company has evaluated the impact of the adoption of ASU 2015-02 on its unaudited Condensed Consolidated Financial Statements and has 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 adoption 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. |
Acquisition of Real Estate
Acquisition of Real Estate | 9 Months Ended |
Sep. 30, 2016 | |
Real Estate [Abstract] | |
Acquisition of Real Estate | Acquisition of Real Estate During the three and nine months ended September 30, 2016, the Company acquired the following (dollars in thousands): Purchase Price Description Location Month Acquired GLA Cash Debt Assumed Total Building at Rose Pavilion Pleasanton, CA Sept-16 28,530 $ 6,733 $ — $ 6,733 During the nine months ended September 30, 2015, the Company acquired the following, in separate transactions (dollars in thousands): Purchase Price Description Location Month Acquired GLA Cash Debt Assumed Total Building at Bardin Place Center Arlington, TX Jun-15 96,127 $ 9,258 $ — $ 9,258 Larchmont Centre Mt. Laurel, NJ Jun-15 103,787 11,000 7,000 18,000 Webster Square Shopping Center Marshfield, MA Jun-15 182,756 31,950 — 31,950 382,670 $ 52,208 $ 7,000 $ 59,208 The aggregate purchase price of the properties acquired during the nine months ended September 30, 2016 and 2015, respectively, has been allocated as follows (2016 allocation amounts are preliminary and 2015 allocation amounts are final): Nine Months Ended September 30, Assets 2016 2015 Land $ 2,829 $ 13,004 Buildings 3,552 35,606 Building and tenant improvements 352 7,006 Above market rents — 95 In-Place leases — 4,101 Real estate, net 6,733 59,812 Deferred charges and prepaid expenses, net — 1,792 Total assets 6,733 61,604 Liabilities Secured loan payable $ — $ 7,000 Secured loan fair value adjustment — 440 Debt obligations, net — 7,440 Accounts payable, accrued expenses and other liabilities (Below Market Leases) — 1,956 Total liabilities — 9,396 Net Assets Acquired $ 6,733 $ 52,208 In addition, the Company acquired the following outparcel buildings and land parcels adjacent to existing Company owned shopping centers in connection with its repositioning activities at those centers: (i) during the nine months ended September 30, 2016, two land parcels and one outparcel building for an aggregate purchase price of $1.2 million ; (ii) during the three months ended September 30, 2015, two outparcel buildings for an aggregate purchase price of $6.5 million ; and (iii) during the nine months ended September 30, 2015, four outparcel buildings for an aggregate purchase price of $8.6 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. The real estate operations acquired were not considered material to the Company, individually or in the aggregate, and therefore pro forma financial information is not necessary. During the three months ended September 30, 2016 and 2015, the Company incurred $0.1 million and $0.1 million of transaction expenses, respectively. During the nine months ended September 30, 2016 and 2015, the Company incurred $0.3 million and $1.6 million of transaction expenses, respectively. These amounts are included in Other in the Company’s unaudited Condensed Consolidated Statements of Operations. |
Dispositions and Assets Held fo
Dispositions and Assets Held for Sale | 9 Months Ended |
Sep. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Dispositions and Assets Held for Sale | and Assets Held for Sale During the three months ended September 30, 2016, the Company disposed of two shopping centers for net proceeds of $10.6 million resulting in a gain of $2.5 million . During the nine months ended September 30, 2016, the Company disposed of four shopping centers and one outparcel building for net proceeds of $31.1 million resulting in a gain of $10.2 million and an impairment of less than $0.1 million . The Company had two properties classified as held for sale as of September 30, 2016 with a carrying value of $24.1 million . In connection with these properties becoming held for sale, the Company recognized a $2.0 million impairment to reduce the carrying value of one of the properties to its estimated net realizable value. 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 Company did not have any properties classified as held for sale as of December 31, 2015. During the nine months ended September 30, 2015, the Company disposed of four shopping centers and two outparcel buildings for net proceeds of $41.8 million resulting in a gain of $9.2 million and an impairment of $0.8 million . 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 centers are included in income from continuing operations. There were no discontinued operations for the three and nine months ended September 30, 2016 and 2015 as none of the dispositions represented a strategic shift in the Company's business that would qualify as discontinued operations. |
Real Estate
Real Estate | 9 Months Ended |
Sep. 30, 2016 | |
Real Estate [Abstract] | |
Real Estate | Real Estate The Company’s components of Real estate, net consisted of the following: September 30, 2016 December 31, 2015 Land $ 2,004,264 $ 2,011,947 Buildings and improvements: Buildings and tenant improvements 8,110,633 8,043,325 Lease intangibles (1) 845,093 877,578 10,959,990 10,932,850 Accumulated depreciation and amortization (1) (2,100,229 ) (1,880,685 ) Total $ 8,859,761 $ 9,052,165 (1) At September 30, 2016 and December 31, 2015, Lease intangibles consisted of the following: (i) $ 766.7 million and $ 796.8 million , respectively, of in-place leases, (ii) $ 78.4 million and $ 80.8 million , respectively, of above-market leases, and (iii) $ 629.0 million and $ 606.5 million , respectively, of accumulated amortization. These intangible assets are amortized over the term of each related lease. In addition, at September 30, 2016 and December 31, 2015, the Company had intangible liabilities relating to below-market leases of $ 493.3 million and $ 505.8 million , respectively, and accumulated amortization of $ 260.7 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 are considered to be below market. Net above and below market lease intangible accretion income for the three months ended September 30, 2016 and 2015 was $9.4 million and $9.9 million , respectively. Net above and below market lease intangible accretion income for the nine months ended September 30, 2016 and 2015 was $29.5 million and $34.4 million , respectively. These amounts are included in Rental income in the Company's unaudited Condensed Consolidated Statements of Operations. Amortization expense associated with in-place lease value for the three months ended September 30, 2016 and 2015 was $14.5 million and $20.7 million , respectively. Amortization expense associated with in-place lease value for the nine months ended September 30, 2016 and 2015 was $47.7 million and $67.9 million , respectively. These amounts are included in Depreciation and amortization in the Company's unaudited Condensed Consolidated Statements of Operations. The estimated net accretion (income) and amortization expense associated with the Company’s above and below market leases and in-place leases for the next five years are as follows: Year ending December 31, Above- and below-market lease accretion (income), net In-place leases amortization expense 2016 (remaining three months) $ (8,005 ) $ 13,071 2017 (29,198 ) 40,948 2018 (26,285 ) 31,721 2019 (22,054 ) 24,925 2020 (17,606 ) 18,892 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. See Note 3 for information regarding impairment charges taken in connection with the disposition of certain properties and certain properties classified as held for sale. |
Financial Instruments - Derivat
Financial Instruments - Derivatives and Hedging | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2016 and 2015, the Company did not enter into any new interest rate swap agreements. See note 14 for additional information on interest rate swap agreements entered into by the Company during October 2016. A detail of the Company’s interest rate derivatives designated as cash flow hedges outstanding as of September 30, 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 September 30, 2016 and December 31, 2015, respectively, is as follows: Fair Value of Derivative Instruments Interest rate swaps classified as: September 30, 2016 December 31, 2015 Gross derivative assets $ — $ — Gross derivative liabilities (23 ) (2,437 ) Net derivative liability $ (23 ) $ (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 Company’s unaudited Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2016 and 2015 is as follows: Derivatives in Cash Flow Hedging Relationships (Interest Rate Swaps) Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Unrealized gain (loss) on interest rate swaps $ 79 $ (2,477 ) $ (1,704 ) $ (9,150 ) Amortization of interest rate swaps to interest expense $ 1,242 $ 2,365 $ 4,117 $ 7,319 The Company estimates that less than $0.1 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 and nine months ended September 30, 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 September 30, 2016 and December 31, 2015, the Company did not have any 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 $0.4 million . |
Debt Obligations
Debt Obligations | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Debt Obligations As of September 30, 2016 and December 31, 2015, the Company had the following indebtedness outstanding: Carrying Value as of September 30, 2016 December 31, 2015 Stated Interest Rates Scheduled Maturity Date Secured loans (1) Fixed rate secured loans (2) $ 1,360,845 $ 2,226,763 4.40% - 8.00% 2016 – 2024 Net unamortized premium 27,432 40,508 Net unamortized debt issuance cost (498 ) (1,752 ) Total secured loans, net $ 1,387,779 $ 2,265,519 Notes payable Unsecured notes (3) $ 2,318,453 $ 1,218,453 3.25% - 7.97% 2022 - 2029 Net unamortized discount (9,403 ) (4,676 ) Net unamortized debt issuance cost (18,048 ) (9,923 ) Total notes payable, net $ 2,291,002 $ 1,203,854 Unsecured Credit Facility and Term Loan Unsecured Credit Facility (4) $ 1,592,000 $ 1,916,000 1.76% - 1.91% 2018 – 2021 Unsecured Term Loan 600,000 600,000 1.96% 2019 Net unamortized debt issuance cost (13,350 ) (11,107 ) Total Unsecured Credit Facility and Term Loan $ 2,178,650 $ 2,504,893 Total debt obligations, net $ 5,857,431 $ 5,974,266 (1) The Company’s secured loans are collateralized by certain properties and the equity interests of certain subsidiaries. These properties had a carrying value as of September 30, 2016 of approximately $ 2.1 billion . (2) The weighted average interest rate on the Company’s fixed rate secured loans was 6.05% as of September 30, 2016. (3) The weighted average interest rate on the Company’s unsecured notes was 3.82% as of September 30, 2016. (4) The Amended Credit Facility (as defined below) consists of a $1.25 billion revolving credit facility, a $1.0 billion term loan and a $0.5 billion term loan. The Company had interest rate swap agreements that converted the floating interest rate on the $1.5 billion of term loans to a fixed, combined interest rate of 0.844% plus an interest spread of 135 basis points. These swap agreements expired on October 1, 2016. See Note 14 for more information on swaps entered into during October 2016. 2016 Debt Transactions In June 2016, the Operating Partnership issued $600.0 million aggregate principal amount of 4.125% Senior Notes due 2026 (the “2026 Notes”), the proceeds of which were utilized to repay outstanding indebtedness, including borrowings under the Company's $1.25 billion unsecured revolving credit facility, and for general corporate purposes. The 2026 Notes bear interest at a rate of 4.125% per annum, payable semi-annually on June 15 and December 15 of each year, commencing December 15, 2016. The 2026 Notes will mature on June 15, 2026. The 2026 Notes are the Operating Partnership’s unsecured and unsubordinated obligations and rank equally in right of payment with all of the Operating Partnership’s existing and future senior unsecured and unsubordinated indebtedness. The Operating Partnership may redeem the 2026 Notes at any time in whole or from time to time in part at the applicable make-whole redemption price specified in the Indenture with respect to the 2026 Notes. If the 2026 Notes are redeemed on or after March 15, 2026 (three months prior to the maturity date), the redemption price will be equal to 100% of the principal amount of the 2026 Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date. In July 2016, the Operating Partnership entered into an Amended and Restated Revolving Credit and Term Loan Agreement (the “Amended Credit Facility”) with JPMorgan Chase Bank, N.A., as administrative agent (the “Agent”), and the lenders party thereto as set forth in the Amended Credit Facility. The Amended Credit Facility amends and restates the Company's $2.75 billion Revolving Credit and Term Loan Agreement, dated as of July 16, 2013, as amended (the “Unsecured Credit Facility”). The Amended Credit Facility provides for (1) revolving loan commitments of $1.25 billion (the “Revolving Facility”) maturing July 31, 2020 (representing a three -year extension from the applicable maturity date under the Unsecured Credit Facility) and (2) a reallocation of the term loan under the Unsecured Credit Facility that was to mature on July 31, 2018 into two non-amortizing term loan tranches comprised of a $1.0 billion tranche A term loan maturing July 31, 2018 (the “Tranche A Term Loan”), and a $500.0 million tranche B term loan maturing July 31, 2021 (the “Tranche B Term Loan”). The Revolving Facility includes two six -month maturity extension options, the exercise of which is subject to customary conditions and the payment of a 0.075% fee on the extended commitments. The Amended Credit Facility includes the option to increase the revolving loan commitments by, or add term loans in an amount, up to $1.0 billion in the aggregate to the extent that any one or more lenders (from the syndicate or otherwise) agree to provide such additional credit extensions. Borrowings under the Amended Credit Facility will bear interest, at the Operating Partnership’s option, (1) with respect to the Revolving Facility, at a rate of either LIBOR plus a margin ranging from 0.875% to 1.55% or a base rate plus a margin ranging from 0.00% to 0.55% , in each case, with the actual margin determined according to the Operating Partnership’s credit rating and (2) with respect to each of the Tranche A Term Loan and Tranche B Term Loan, at a rate of either LIBOR plus a margin ranging from 0.90% to 1.75% or a base rate plus a margin ranging from 0.00% to 0.75% , in each case, with the actual margin determined according to the Operating Partnership’s credit rating. The base rate is the highest of the Agent’s prime rate, the federal funds rate plus 0.50% and the daily one-month LIBOR plus 1.00% . In addition, the Amended Credit Facility requires the payment of a facility fee ranging from 0.125% to 0.30% (depending on the Operating Partnership’s credit rating) on the total commitments under the Revolving Facility. Additionally, on July 25, 2016, the Operating Partnership entered into Amendment No. 2 to Term Loan Agreement (“Term Loan Second Amendment”) with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto. The Term Loan Second Amendment amends the Company's $600.0 million Term Loan Agreement, dated as of March 18, 2014, as amended (the “Existing Term Loan Agreement”). The Term Loan Second Amendment does not change any of the maturity or pricing terms of the Existing Term Loan Agreement, but otherwise implements various covenant and technical amendments to make the Existing Term Loan Agreement consistent with amendments made to corresponding provisions of the Unsecured Credit Facility pursuant to the Amended Credit Facility. In August 2016, the Operating Partnership issued $500.0 million aggregate principal amount of 3.250% Senior Notes due 2023 (the “2023 Notes”), the proceeds of which were utilized to repay outstanding indebtedness, including borrowings under the Company's Revolving Facility, and for general corporate purposes. The 2023 Notes bear interest at a rate of 3.250% per annum, payable semi-annually on March 15 and September 15 of each year, commencing March 15, 2017. The 2023 Notes will mature on September 15, 2023. The 2023 Notes are the Operating Partnership’s unsecured and unsubordinated obligations and rank equally in right of payment with all of the Operating Partnership’s existing and future senior unsecured and unsubordinated indebtedness. The Operating Partnership may redeem the 2023 Notes at any time in whole or from time to time in part at the applicable make-whole redemption price specified in the Indenture with respect to the 2023 Notes. If the 2023 Notes are redeemed on or after July 15, 2023 (two months prior to the maturity date), the redemption price will be equal to 100% of the principal amount of the 2023 Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date. During the nine months ended September 30, 2016, the Company repaid $849.5 million of secured loans, resulting in a $1.5 million gain on extinguishment of debt. These repayments were funded primarily from borrowings under the Company’s Revolving Facility and proceeds from the issuance of senior unsecured notes. In connection with the execution of the Amended Credit Facility, the Company recognized a $2.5 million loss on extinguishment of debt. Pursuant to the terms of the Company’s unsecured debt agreements, the Company among other things is subject to maintenance of various financial covenants. The Company was in compliance with these covenants as of September 30, 2016. Debt Maturities As of September 30, 2016 and December 31, 2015, the Company had accrued interest of $ 23.8 million and $ 31.1 million outstanding, respectively. As of September 30, 2016, scheduled amortization and maturities of the Company’s outstanding debt obligations were as follows: Year ending December 31, 2016 (remaining three months) $ 11,782 2017 349,659 2018 1,019,476 2019 620,126 2020 858,577 Thereafter 3,011,678 Total debt maturities 5,871,298 Net unamortized premiums on secured loans 27,432 Net unamortized discount on notes (9,403 ) Net unamortized debt issuance costs (31,896 ) Total debt obligations, net $ 5,857,431 |
Fair Value Disclosures
Fair Value Disclosures | 9 Months Ended |
Sep. 30, 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: September 30, 2016 December 31, 2015 Carrying Amounts Fair Value Carrying Amounts Fair Value Secured loans $ 1,387,779 $ 1,491,125 $ 2,265,519 $ 2,367,070 Notes payable 2,291,002 2,389,624 1,203,854 1,198,504 Unsecured Credit Facility and Term Loan 2,178,650 2,193,861 2,504,893 2,516,000 Total debt obligations, net $ 5,857,431 $ 6,074,610 $ 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 5 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 September 30, 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) $ 26,580 $ 1,483 $ 25,097 $ — Liabilities: Interest rate derivatives $ (23 ) $ — $ (23 ) $ — 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 September 30, 2016 and December 31, 2015 marketable securities included less than $0.1 million of net unrealized gain and $0.1 million of net unrealized losses, respectively. 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 | 9 Months Ended |
Sep. 30, 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. No shares have been issued under the ATM and as a result $400.0 million of common stock remained available for issuance under the ATM as of September 30, 2016. Common Stock During the nine months ended September 30, 2016 and 2015, the Company withheld 127,295 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 September 30, 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. During the nine months ended September 30, 2016 and 2015, the Company declared common stock dividends and OP unit distributions of $0.735 per share/unit and $0.675 per share/unit, respectively. As of September 30, 2016 and December 31, 2015, the Company had declared but unpaid common stock dividends and OP unit distributions of $75.8 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 As of September 30, 2016, the Parent Company beneficially owned, through its direct and indirect interest in BPG Sub and the General Partner, 99.9% of the outstanding OP Units. Certain members of the Parent Company’s current and former management collectively own the remaining 0.1% of the outstanding OP Units. During the nine months ended September 30, 2016, certain investment funds affiliated with The Blackstone Group L.P. (“Blackstone”) converted all their remaining OP Units into common stock. 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 | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Based Compensation | Stock Based Compensation In 2011 and 2013 prior to the Company's Initial Public Offering (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 certain partnerships affiliated with Blackstone (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 which were subsequently converted to vested common shares of the Company. 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”) which were subsequently converted to unvested restricted common shares of the Company. 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, performance awards and other stock-based awards. During the nine months ended September 30, 2016, the Company granted RSUs in the Company to certain employees. During the 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 0.8 million and 0.7 million for the nine months ended September 30, 2016 and year ended December 31, 2015, respectively, with vesting periods ranging from one to five years. During the nine months ended September 30, 2016, the Company reversed $2.6 million of previously recognized equity compensation expense as a result of forfeitures and recognized $2.7 million of expense associated with the accelerated issuance of shares, both in connection with the separation of several Company executives. During the nine months ended September 30, 2015, as a result of it becoming probable that the Company’s pre-IPO owners would receive a 15% internal rate of return on their investment, 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 $3.5 million and $3.8 million of equity based compensation expense for the three months ended September 30, 2016 and 2015, respectively. The Company recognized $8.0 million and $19.3 million of equity based compensation expense for the nine months ended September 30, 2016 and 2015, respectively. As of September 30, 2016, the Company had $14.6 million of total unrecognized compensation cost related to unvested stock compensation expected to be recognized over a weighted average period of approximately 2.1 years. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2016 and 2015: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Computation of Basic Earnings Per Share: Net income $ 57,805 $ 54,819 $ 184,824 $ 141,122 Income attributable to non-controlling interests (313 ) (1,046 ) (2,399 ) (2,814 ) Non-forfeitable dividends on unvested restricted shares (9 ) (6 ) (26 ) (17 ) Net income attributable to the Company’s common stockholders for basic earnings per share $ 57,483 $ 53,767 $ 182,399 $ 138,291 Weighted average number shares outstanding - basic 303,013 298,464 300,697 297,714 Basic Earnings Per Share Attributable to the Company’s Common Stockholders: Net income (1) $ 0.19 $ 0.18 $ 0.61 $ 0.46 Computation of Diluted Earnings Per Share: Net income attributable to the Company’s common stockholders for basic earnings per share $ 57,483 $ 53,767 $ 182,399 $ 138,291 Allocation of net income to dilutive convertible non-controlling interests — — — 2,814 Net income attributable to the Company’s common stockholders for diluted earnings per share $ 57,483 $ 53,767 $ 182,399 $ 141,105 Weighted average shares outstanding - basic 303,013 298,464 300,697 297,714 Effect of dilutive securities: Conversion of OP Units — — — 6,185 Equity awards 508 472 449 807 Weighted average shares outstanding - diluted (2) 303,521 298,936 301,146 304,706 Diluted Earnings Per Share Attributable to the Company’s Common Stockholders: Net income (1) $ 0.19 $ 0.18 $ 0.61 $ 0.46 (1) The sum of the quarterly Basic and Diluted earnings per share may not equal the Basic and Diluted earnings per share for the nine months ended September 30, 2016 and 2015 due to rounding. (2) For the three months ended September 30, 2016 and 2015, the weighted average number of vested OP Units outstanding was 1.6 million and 5.8 million , respectively and was not dilutive. For the nine months ended September 30, 2016, the weighted average number of vested OP Units outstanding was 3.9 million and was not dilutive. |
Earnings per Unit
Earnings per Unit | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2016 and 2015: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Computation of Basic Earnings Per Share: Net income $ 57,805 $ 54,819 $ 184,824 $ 141,122 Income attributable to non-controlling interests (313 ) (1,046 ) (2,399 ) (2,814 ) Non-forfeitable dividends on unvested restricted shares (9 ) (6 ) (26 ) (17 ) Net income attributable to the Company’s common stockholders for basic earnings per share $ 57,483 $ 53,767 $ 182,399 $ 138,291 Weighted average number shares outstanding - basic 303,013 298,464 300,697 297,714 Basic Earnings Per Share Attributable to the Company’s Common Stockholders: Net income (1) $ 0.19 $ 0.18 $ 0.61 $ 0.46 Computation of Diluted Earnings Per Share: Net income attributable to the Company’s common stockholders for basic earnings per share $ 57,483 $ 53,767 $ 182,399 $ 138,291 Allocation of net income to dilutive convertible non-controlling interests — — — 2,814 Net income attributable to the Company’s common stockholders for diluted earnings per share $ 57,483 $ 53,767 $ 182,399 $ 141,105 Weighted average shares outstanding - basic 303,013 298,464 300,697 297,714 Effect of dilutive securities: Conversion of OP Units — — — 6,185 Equity awards 508 472 449 807 Weighted average shares outstanding - diluted (2) 303,521 298,936 301,146 304,706 Diluted Earnings Per Share Attributable to the Company’s Common Stockholders: Net income (1) $ 0.19 $ 0.18 $ 0.61 $ 0.46 (1) The sum of the quarterly Basic and Diluted earnings per share may not equal the Basic and Diluted earnings per share for the nine months ended September 30, 2016 and 2015 due to rounding. (2) For the three months ended September 30, 2016 and 2015, the weighted average number of vested OP Units outstanding was 1.6 million and 5.8 million , respectively and was not dilutive. For the nine months ended September 30, 2016, the weighted average number of vested OP Units outstanding was 3.9 million 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, as such shares have rights to receive non-forfeitable dividends. Unvested restricted units are not allocated net losses and/or any excess of dividends declared over net income, as such amounts are allocated entirely to the Operating Partnership's common units. Fully-diluted earnings per unit reflects the potential dilution that could occur if securities or other contracts to issue common units were exercised or converted into shares of common units. The following table provides a reconciliation of the numerator and denominator of the earnings per unit calculations for the three and nine months ended September 30, 2016 and 2015: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Computation of Basic Earnings Per Unit: Net income attributable to Brixmor Operating Partnership LP $ 57,805 $ 54,819 $ 184,824 $ 141,122 Non-forfeitable dividends on unvested restricted shares (9 ) (6 ) (26 ) (17 ) Net income attributable to the Operating Partnership’s common units for basic earnings per unit $ 57,796 $ 54,813 $ 184,798 $ 141,105 Weighted average number of common units outstanding - basic 304,659 304,270 304,577 303,899 Basic Earnings Per Unit Attributable to the Operating Partnership’s Common Units: Net Income (1) $ 0.19 $ 0.18 $ 0.61 $ 0.46 Computation of Diluted Earnings Per Unit: Net income attributable to the Operating Partnership’s common units for diluted earnings per unit $ 57,796 $ 54,813 $ 184,798 $ 141,105 Weighted average common units outstanding - basic 304,659 304,270 304,577 303,899 Effect of dilutive securities: Equity awards 508 472 449 807 Weighted average common units outstanding - diluted 305,167 304,742 305,026 304,706 Diluted Earnings Per Unit Attributable to the Operating Partnership’s Common Units: Net Income (1) $ 0.19 $ 0.18 $ 0.61 $ 0.46 (1) The sum of the quarterly Basic and Diluted earnings per unit may not equal the Basic and Diluted earnings per unit for the nine months ended September 30, 2016 and 2015 due to rounding. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 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. A new Chief Executive Officer and Chief Financial Officer were appointed effective May 20, 2016. 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. In addition, the Company was contacted by the United States Attorney's Office for the Southern District of New York which advised that it is investigating these matters as well 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. Pursuant to a stipulation between the parties, plaintiffs will file a consolidated amended complaint within sixty days after the Court appoints a lead plaintiff and lead counsel 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 September 30, 2016 and 2015, the Company recognized rent expense associated with these leases of $1.9 million and $2.4 million , respectively. During the nine months ended September 30, 2016 and 2015, the Company recognized rent expense associated with these leases of $6.5 million and $7.4 million , respectively. Minimum annual rental commitments associated with these leases during the next five years and thereafter are as follows: Year ending December 31, 2016 (remaining three months) $ 1,776 2017 7,336 2018 6,902 2019 6,750 2020 5,936 Thereafter 85,745 Total minimum annual rental commitments $ 114,445 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 impact on the Company’s results of operations, cash flows, or financial position. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 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 September 30, 2016 and December 31, 2015, there were no material receivables from related parties. As of September 30, 2016 and December 31, 2015 there were no material payables to related parties. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In preparing the unaudited Condensed Consolidated Financial Statements, the Company has evaluated events and transactions occurring after September 30, 2016 for recognition or disclosure purposes. Based on this evaluation, there were no subsequent events from September 30, 2016 through the date the financial statements were issued other than the following: • During October 2016, the Company entered into nine forward starting interest rate swap agreements (“Swaps”) with an effective date of November 1, 2016 and an aggregate notional value of $1.4 billion to hedge the variable cash flows associated with floating Libor based interest rates under the Company's Amended Unsecured Credit Facility and Amended Term Loan. The Swaps have expiration dates ranging from July 31, 2018 to July 30, 2021. |
Nature of Business and Financ24
Nature of Business and Financial Statement Presentation (Policies) | 9 Months Ended |
Sep. 30, 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, disposition 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”) believes it owns and operates the second largest open air retail portfolio in the United States, comprised primarily of community and neighborhood shopping centers. 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. |
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 September 30, 2016 and December 31, 2015. |
New Accounting Pronouncements | New Accounting Pronouncements In August 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-15, "Statement of Cash Flows (Topic 230)." ASU 2016-15 provides classification guidance for certain cash receipts and cash payments including payment of debt extinguishment costs, settlement of zero-coupon debt instruments, insurance claim payments and distributions from equity method investees. The standard is effective on January 1, 2018, with early adoption permitted. The Company is currently in the process of evaluating the impact the adoption of ASU 2016-015 will have on the unaudited Condensed Consolidated Financial Statements of the Company. In March 2016, the FASB issued ASU No. 2016-09, "Compensation - Stock Compensation (Topic 718)." ASU 2016-09 sets out improvements to Employee Share-Based Payment Accounting. The new standard impacts certain aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statements of cash flows. The standard is effective on January 1, 2017, with early adoption permitted. The Company is currently in the process of evaluating the impact the adoption of ASU 2016-09 will have on the unaudited Condensed Consolidated Financial Statements of the Company. 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 was effective for public businesses for interim and annual periods beginning after December 15, 2015. This ASU was effective for the Company beginning in the first quarter of the year ending December 31, 2016. The Company has evaluated the impact of the adoption of ASU 2015-02 on its unaudited Condensed Consolidated Financial Statements and has 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 adoption 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. |
Acquisition of Real Estate (Tab
Acquisition of Real Estate (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Real Estate [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | During the three and nine months ended September 30, 2016, the Company acquired the following (dollars in thousands): Purchase Price Description Location Month Acquired GLA Cash Debt Assumed Total Building at Rose Pavilion Pleasanton, CA Sept-16 28,530 $ 6,733 $ — $ 6,733 During the nine months ended September 30, 2015, the Company acquired the following, in separate transactions (dollars in thousands): Purchase Price Description Location Month Acquired GLA Cash Debt Assumed Total Building at Bardin Place Center Arlington, TX Jun-15 96,127 $ 9,258 $ — $ 9,258 Larchmont Centre Mt. Laurel, NJ Jun-15 103,787 11,000 7,000 18,000 Webster Square Shopping Center Marshfield, MA Jun-15 182,756 31,950 — 31,950 382,670 $ 52,208 $ 7,000 $ 59,208 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The aggregate purchase price of the properties acquired during the nine months ended September 30, 2016 and 2015, respectively, has been allocated as follows (2016 allocation amounts are preliminary and 2015 allocation amounts are final): Nine Months Ended September 30, Assets 2016 2015 Land $ 2,829 $ 13,004 Buildings 3,552 35,606 Building and tenant improvements 352 7,006 Above market rents — 95 In-Place leases — 4,101 Real estate, net 6,733 59,812 Deferred charges and prepaid expenses, net — 1,792 Total assets 6,733 61,604 Liabilities Secured loan payable $ — $ 7,000 Secured loan fair value adjustment — 440 Debt obligations, net — 7,440 Accounts payable, accrued expenses and other liabilities (Below Market Leases) — 1,956 Total liabilities — 9,396 Net Assets Acquired $ 6,733 $ 52,208 |
Real Estate (Tables)
Real Estate (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Real Estate [Abstract] | |
Schedule of real estate properties | The Company’s components of Real estate, net consisted of the following: September 30, 2016 December 31, 2015 Land $ 2,004,264 $ 2,011,947 Buildings and improvements: Buildings and tenant improvements 8,110,633 8,043,325 Lease intangibles (1) 845,093 877,578 10,959,990 10,932,850 Accumulated depreciation and amortization (1) (2,100,229 ) (1,880,685 ) Total $ 8,859,761 $ 9,052,165 (1) At September 30, 2016 and December 31, 2015, Lease intangibles consisted of the following: (i) $ 766.7 million and $ 796.8 million , respectively, of in-place leases, (ii) $ 78.4 million and $ 80.8 million , respectively, of above-market leases, and (iii) $ 629.0 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 | Amortization expense associated with in-place lease value for the nine months ended September 30, 2016 and 2015 was $47.7 million and $67.9 million , respectively. These amounts are included in Depreciation and amortization in the Company's unaudited Condensed Consolidated Statements of Operations. The estimated net accretion (income) and amortization expense associated with the Company’s above and below market leases and in-place leases for the next five years are as follows: Year ending December 31, Above- and below-market lease accretion (income), net In-place leases amortization expense 2016 (remaining three months) $ (8,005 ) $ 13,071 2017 (29,198 ) 40,948 2018 (26,285 ) 31,721 2019 (22,054 ) 24,925 2020 (17,606 ) 18,892 |
Financial Instruments - Deriv27
Financial Instruments - Derivatives and Hedging (Tables) | 9 Months Ended |
Sep. 30, 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: September 30, 2016 December 31, 2015 Gross derivative assets $ — $ — Gross derivative liabilities (23 ) (2,437 ) Net derivative liability $ (23 ) $ (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 Company’s unaudited Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2016 and 2015 is as follows: Derivatives in Cash Flow Hedging Relationships (Interest Rate Swaps) Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Unrealized gain (loss) on interest rate swaps $ 79 $ (2,477 ) $ (1,704 ) $ (9,150 ) Amortization of interest rate swaps to interest expense $ 1,242 $ 2,365 $ 4,117 $ 7,319 |
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 September 30, 2016 is as follows: Number of Instruments Notional Amount Interest Rate Swaps 5 $ 1,500,000 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt obligations under various arrangements with financial institutions | As of September 30, 2016 and December 31, 2015, the Company had the following indebtedness outstanding: Carrying Value as of September 30, 2016 December 31, 2015 Stated Interest Rates Scheduled Maturity Date Secured loans (1) Fixed rate secured loans (2) $ 1,360,845 $ 2,226,763 4.40% - 8.00% 2016 – 2024 Net unamortized premium 27,432 40,508 Net unamortized debt issuance cost (498 ) (1,752 ) Total secured loans, net $ 1,387,779 $ 2,265,519 Notes payable Unsecured notes (3) $ 2,318,453 $ 1,218,453 3.25% - 7.97% 2022 - 2029 Net unamortized discount (9,403 ) (4,676 ) Net unamortized debt issuance cost (18,048 ) (9,923 ) Total notes payable, net $ 2,291,002 $ 1,203,854 Unsecured Credit Facility and Term Loan Unsecured Credit Facility (4) $ 1,592,000 $ 1,916,000 1.76% - 1.91% 2018 – 2021 Unsecured Term Loan 600,000 600,000 1.96% 2019 Net unamortized debt issuance cost (13,350 ) (11,107 ) Total Unsecured Credit Facility and Term Loan $ 2,178,650 $ 2,504,893 Total debt obligations, net $ 5,857,431 $ 5,974,266 (1) The Company’s secured loans are collateralized by certain properties and the equity interests of certain subsidiaries. These properties had a carrying value as of September 30, 2016 of approximately $ 2.1 billion . (2) The weighted average interest rate on the Company’s fixed rate secured loans was 6.05% as of September 30, 2016. (3) The weighted average interest rate on the Company’s unsecured notes was 3.82% as of September 30, 2016. (4) The Amended Credit Facility (as defined below) consists of a $1.25 billion revolving credit facility, a $1.0 billion term loan and a $0.5 billion term loan. The Company had interest rate swap agreements that converted the floating interest rate on the $1.5 billion of term loans to a fixed, combined interest rate of 0.844% plus an interest spread of 135 basis points. These swap agreements expired on October 1, 2016. See Note 14 for more information on swaps entered into during October 2016. |
Future expected/scheduled maturities of outstanding debt and capital lease obligations | As of September 30, 2016 and December 31, 2015, the Company had accrued interest of $ 23.8 million and $ 31.1 million outstanding, respectively. As of September 30, 2016, scheduled amortization and maturities of the Company’s outstanding debt obligations were as follows: Year ending December 31, 2016 (remaining three months) $ 11,782 2017 349,659 2018 1,019,476 2019 620,126 2020 858,577 Thereafter 3,011,678 Total debt maturities 5,871,298 Net unamortized premiums on secured loans 27,432 Net unamortized discount on notes (9,403 ) Net unamortized debt issuance costs (31,896 ) Total debt obligations, net $ 5,857,431 |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 9 Months Ended |
Sep. 30, 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: September 30, 2016 December 31, 2015 Carrying Amounts Fair Value Carrying Amounts Fair Value Secured loans $ 1,387,779 $ 1,491,125 $ 2,265,519 $ 2,367,070 Notes payable 2,291,002 2,389,624 1,203,854 1,198,504 Unsecured Credit Facility and Term Loan 2,178,650 2,193,861 2,504,893 2,516,000 Total debt obligations, net $ 5,857,431 $ 6,074,610 $ 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 September 30, 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) $ 26,580 $ 1,483 $ 25,097 $ — Liabilities: Interest rate derivatives $ (23 ) $ — $ (23 ) $ — 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 September 30, 2016 and December 31, 2015 marketable securities included less than $0.1 million of net unrealized gain and $0.1 million of net unrealized losses, respectively. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2016 and 2015: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Computation of Basic Earnings Per Share: Net income $ 57,805 $ 54,819 $ 184,824 $ 141,122 Income attributable to non-controlling interests (313 ) (1,046 ) (2,399 ) (2,814 ) Non-forfeitable dividends on unvested restricted shares (9 ) (6 ) (26 ) (17 ) Net income attributable to the Company’s common stockholders for basic earnings per share $ 57,483 $ 53,767 $ 182,399 $ 138,291 Weighted average number shares outstanding - basic 303,013 298,464 300,697 297,714 Basic Earnings Per Share Attributable to the Company’s Common Stockholders: Net income (1) $ 0.19 $ 0.18 $ 0.61 $ 0.46 Computation of Diluted Earnings Per Share: Net income attributable to the Company’s common stockholders for basic earnings per share $ 57,483 $ 53,767 $ 182,399 $ 138,291 Allocation of net income to dilutive convertible non-controlling interests — — — 2,814 Net income attributable to the Company’s common stockholders for diluted earnings per share $ 57,483 $ 53,767 $ 182,399 $ 141,105 Weighted average shares outstanding - basic 303,013 298,464 300,697 297,714 Effect of dilutive securities: Conversion of OP Units — — — 6,185 Equity awards 508 472 449 807 Weighted average shares outstanding - diluted (2) 303,521 298,936 301,146 304,706 Diluted Earnings Per Share Attributable to the Company’s Common Stockholders: Net income (1) $ 0.19 $ 0.18 $ 0.61 $ 0.46 (1) The sum of the quarterly Basic and Diluted earnings per share may not equal the Basic and Diluted earnings per share for the nine months ended September 30, 2016 and 2015 due to rounding. (2) For the three months ended September 30, 2016 and 2015, the weighted average number of vested OP Units outstanding was 1.6 million and 5.8 million , respectively and was not dilutive. For the nine months ended September 30, 2016, the weighted average number of vested OP Units outstanding was 3.9 million and was not dilutive. |
Earnings per Unit (Tables)
Earnings per Unit (Tables) | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2016 and 2015: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Computation of Basic Earnings Per Share: Net income $ 57,805 $ 54,819 $ 184,824 $ 141,122 Income attributable to non-controlling interests (313 ) (1,046 ) (2,399 ) (2,814 ) Non-forfeitable dividends on unvested restricted shares (9 ) (6 ) (26 ) (17 ) Net income attributable to the Company’s common stockholders for basic earnings per share $ 57,483 $ 53,767 $ 182,399 $ 138,291 Weighted average number shares outstanding - basic 303,013 298,464 300,697 297,714 Basic Earnings Per Share Attributable to the Company’s Common Stockholders: Net income (1) $ 0.19 $ 0.18 $ 0.61 $ 0.46 Computation of Diluted Earnings Per Share: Net income attributable to the Company’s common stockholders for basic earnings per share $ 57,483 $ 53,767 $ 182,399 $ 138,291 Allocation of net income to dilutive convertible non-controlling interests — — — 2,814 Net income attributable to the Company’s common stockholders for diluted earnings per share $ 57,483 $ 53,767 $ 182,399 $ 141,105 Weighted average shares outstanding - basic 303,013 298,464 300,697 297,714 Effect of dilutive securities: Conversion of OP Units — — — 6,185 Equity awards 508 472 449 807 Weighted average shares outstanding - diluted (2) 303,521 298,936 301,146 304,706 Diluted Earnings Per Share Attributable to the Company’s Common Stockholders: Net income (1) $ 0.19 $ 0.18 $ 0.61 $ 0.46 (1) The sum of the quarterly Basic and Diluted earnings per share may not equal the Basic and Diluted earnings per share for the nine months ended September 30, 2016 and 2015 due to rounding. (2) For the three months ended September 30, 2016 and 2015, the weighted average number of vested OP Units outstanding was 1.6 million and 5.8 million , respectively and was not dilutive. For the nine months ended September 30, 2016, the weighted average number of vested OP Units outstanding was 3.9 million 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 and nine months ended September 30, 2016 and 2015: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Computation of Basic Earnings Per Unit: Net income attributable to Brixmor Operating Partnership LP $ 57,805 $ 54,819 $ 184,824 $ 141,122 Non-forfeitable dividends on unvested restricted shares (9 ) (6 ) (26 ) (17 ) Net income attributable to the Operating Partnership’s common units for basic earnings per unit $ 57,796 $ 54,813 $ 184,798 $ 141,105 Weighted average number of common units outstanding - basic 304,659 304,270 304,577 303,899 Basic Earnings Per Unit Attributable to the Operating Partnership’s Common Units: Net Income (1) $ 0.19 $ 0.18 $ 0.61 $ 0.46 Computation of Diluted Earnings Per Unit: Net income attributable to the Operating Partnership’s common units for diluted earnings per unit $ 57,796 $ 54,813 $ 184,798 $ 141,105 Weighted average common units outstanding - basic 304,659 304,270 304,577 303,899 Effect of dilutive securities: Equity awards 508 472 449 807 Weighted average common units outstanding - diluted 305,167 304,742 305,026 304,706 Diluted Earnings Per Unit Attributable to the Operating Partnership’s Common Units: Net Income (1) $ 0.19 $ 0.18 $ 0.61 $ 0.46 (1) The sum of the quarterly Basic and Diluted earnings per unit may not equal the Basic and Diluted earnings per unit for the nine months ended September 30, 2016 and 2015 due to rounding. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 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 three months) $ 1,776 2017 7,336 2018 6,902 2019 6,750 2020 5,936 Thereafter 85,745 Total minimum annual rental commitments $ 114,445 |
Nature of Business and Financ33
Nature of Business and Financial Statement Presentation (Description of Business) (Details) | Sep. 30, 2016 |
Parent Company [Member] | BPG Sub [Member] | |
Nture of Oerations and Financial Statements Presentation [Line Items] | |
Ownership percentage | 100.00% |
Acquisition of Real Estate (Pro
Acquisition of Real Estate (Properties Acquired) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($)ft² | |
Business Acquisition [Line Items] | |
GLA | ft² | 382,670 |
Purchase Price, Cash | $ 52,208 |
Purchase Price, Debt Assumed | 7,000 |
Purchase Price, Total | $ 59,208 |
CVS at Rose Pavilion [Member] | |
Business Acquisition [Line Items] | |
GLA | ft² | 28,530 |
Purchase Price, Cash | $ 6,733 |
Purchase Price, Debt Assumed | 0 |
Purchase Price, Total | $ 6,733 |
Retail Building at Bardin Place Center [Member] | |
Business Acquisition [Line Items] | |
GLA | ft² | 96,127 |
Purchase Price, Cash | $ 9,258 |
Purchase Price, Debt Assumed | 0 |
Purchase Price, Total | $ 9,258 |
Larchmont Centre [Member] | |
Business Acquisition [Line Items] | |
GLA | ft² | 103,787 |
Purchase Price, Cash | $ 11,000 |
Purchase Price, Debt Assumed | 7,000 |
Purchase Price, Total | $ 18,000 |
Webster Square Shopping Center [Member] | |
Business Acquisition [Line Items] | |
GLA | ft² | 182,756 |
Purchase Price, Cash | $ 31,950 |
Purchase Price, Debt Assumed | 0 |
Purchase Price, Total | $ 31,950 |
Acquisition of Real Estate (Pur
Acquisition of Real Estate (Purchase Price) (Details) - Acquired Properties [Member] - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 30, 2015 |
Assets | ||
Land | $ 2,829 | $ 13,004 |
Buildings | 3,552 | 35,606 |
Building Improvements | 352 | 7,006 |
Above Market Rents | 0 | 95 |
In-Place Leases | 0 | 4,101 |
Real estate, net | 6,733 | 59,812 |
Deferred charges and prepaid expenses, net | 0 | 1,792 |
Total assets | 6,733 | 61,604 |
Liabilities | ||
Debt obligations, net | 0 | 7,440 |
Accounts payable, accrued expenses and other liabilities (Below Market Leases) | 0 | 1,956 |
Total liabilities | 0 | 9,396 |
Net Assets Acquired | 6,733 | 52,208 |
Mortgage Payable [Member] | ||
Liabilities | ||
Debt obligations, net | 0 | 7,000 |
Mortgage Fair Value Adjustment [Member] | ||
Liabilities | ||
Debt obligations, net | $ 0 | $ 440 |
Acquisition of Real Estate (Nar
Acquisition of Real Estate (Narrative) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($)land_parcel | Sep. 30, 2016USD ($)land_parcel | Sep. 30, 2015USD ($)land_parcel | |
Real Estate Properties [Line Items] | ||||
Net purchase price | $ 59,208 | |||
Other Nonoperating Income (Expense) [Member] | ||||
Real Estate Properties [Line Items] | ||||
Acquisition related expenses | $ 100 | $ 100 | $ 300 | $ 1,600 |
Acquired Land Parcels [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of outparcels acquired | land_parcel | 2 | |||
Acquired Outparcels [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of outparcels acquired | land_parcel | 2 | 1 | 4 | |
Net purchase price | $ 6,500 | $ 8,600 | ||
Acquired Real Estate [Member] | ||||
Real Estate Properties [Line Items] | ||||
Net purchase price | $ 1,200 |
Dispositions and Assets Held 37
Dispositions and Assets Held for Sale (Narrative) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016USD ($)Propertyshopping_center | Sep. 30, 2016USD ($)land_parcelPropertyshopping_center | Sep. 30, 2015USD ($)land_parcelshopping_center | Dec. 31, 2015Property | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of shopping centers sold | shopping_center | 2 | 4 | 4 | |
Proceeds from sale | $ 10,600 | $ 31,100 | $ 41,800 | |
Gain on disposition of operating properties | 2,500 | $ 10,232 | $ 9,224 | |
Number of outparcels sold | land_parcel | 1 | 2 | ||
Provisions of impairment | $ 100 | $ 800 | ||
Real estate held-for-sale, carrying value | $ 24,100 | 24,100 | ||
Gain recognized on real estate transferred to held-for-sale | $ 2,000 | |||
Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of real estate properties | Property | 2 | 2 | 0 |
Real Estate (Details)
Real Estate (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Real Estate Owned, Disclosure of Detailed Components [Abstract] | |||||
Land | $ 2,004,264 | $ 2,004,264 | $ 2,011,947 | ||
Buildings and tenant improvements | 8,110,633 | 8,110,633 | 8,043,325 | ||
Other rental property | 845,093 | 845,093 | 877,578 | ||
Real estate, gross | 10,959,990 | 10,959,990 | 10,932,850 | ||
Accumulated depreciation and amortization | (2,100,229) | (2,100,229) | (1,880,685) | ||
Real estate, net | 8,859,761 | 8,859,761 | 9,052,165 | ||
Accumulated amortization | 629,000 | 629,000 | 606,500 | ||
Intangible liabilities relating to below-market leases | 493,300 | 493,300 | 505,800 | ||
Accumulated amortization on below-market leases | 260,700 | 260,700 | 237,200 | ||
Above- and below-market lease intangible amortization | (9,400) | $ (9,900) | (29,471) | $ (34,367) | |
Amortization of Intangible Assets | 14,500 | $ 20,700 | 47,700 | $ 67,900 | |
Leases, Acquired-in-Place [Member] | |||||
Real Estate Owned, Disclosure of Detailed Components [Abstract] | |||||
In-place lease value | 766,700 | 766,700 | 796,800 | ||
Above Market Leases [Member] | |||||
Real Estate Owned, Disclosure of Detailed Components [Abstract] | |||||
Above market leases | 78,400 | 78,400 | $ 80,800 | ||
Above- and Below-Market Lease Accretion, Net [Member] | |||||
Above- and below-market lease accretion (income), net | |||||
2016 (remaining three months) | (8,005) | (8,005) | |||
2,017 | (29,198) | (29,198) | |||
2,018 | (26,285) | (26,285) | |||
2,019 | (22,054) | (22,054) | |||
2,020 | (17,606) | (17,606) | |||
In-place Leases Amortization Expense [Member] | |||||
In-place leases amortization expense | |||||
2016 (remaining three months) | 13,071 | 13,071 | |||
2,017 | 40,948 | 40,948 | |||
2,018 | 31,721 | 31,721 | |||
2,019 | 24,925 | 24,925 | |||
2,020 | $ 18,892 | $ 18,892 |
Financial Instruments - Deriv39
Financial Instruments - Derivatives and Hedging (Details) - Interest Rate Swap [Member] - Designated as Hedging Instrument [Member] $ in Thousands | Sep. 30, 2016USD ($)derivative_instrument |
Derivative [Line Items] | |
Number of Instruments | derivative_instrument | 5 |
Notional Amount | $ | $ 1,500,000 |
Financial Instruments - Deriv40
Financial Instruments - Derivatives and Hedging (Details 1) - Interest Rate Swap [Member] - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Derivatives, Fair Value [Line Items] | ||
Gross derivative assets | $ 0 | $ 0 |
Gross derivative liabilities | (23) | (2,437) |
Net derivative liability | $ (23) | $ (2,437) |
Financial Instruments - Deriv41
Financial Instruments - Derivatives and Hedging (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Unrealized gain (loss) on interest rate swaps | $ 79 | $ (2,477) | $ (1,704) | $ (9,150) |
Amortization of interest rate swaps to interest expense | $ 1,242 | $ 2,365 | $ 4,117 | $ 7,319 |
Financial Instruments - Deriv42
Financial Instruments - Derivatives and Hedging (Details Textual) $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Amount expected to be reclassified from accumulated other comprehensive loss in the next twelve months | $ 0.1 |
Agreement obligations | $ 0.4 |
Debt Obligations (Details)
Debt Obligations (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | |
Debt obligations under various arrangements with financial institutions | |||
Long-term debt | $ 5,871,298,000 | ||
Net unamortized premium | 27,432,000 | ||
Net unamortized debt issuance cost | (31,896,000) | ||
Net unamortized discount | (9,403,000) | ||
Total debt obligations | 5,857,431,000 | $ 5,974,266,000 | |
Collateral carrying value | $ 2,100,000,000 | ||
Term Loan [Member] | |||
Debt obligations under various arrangements with financial institutions | |||
Effective percentage | 0.844% | ||
Stated spread rate | 1.35% | ||
Secured Debt [Member] | |||
Debt obligations under various arrangements with financial institutions | |||
Long-term debt | $ 1,360,845,000 | 2,226,763,000 | |
Net unamortized premium | 27,432,000 | 40,508,000 | |
Net unamortized debt issuance cost | (498,000) | (1,752,000) | |
Long-term Debt | $ 1,387,779,000 | 2,265,519,000 | |
Weighted average fixed interest rate | 6.05% | ||
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 | $ 2,318,453,000 | 1,218,453,000 | |
Net unamortized debt issuance cost | (18,048,000) | (9,923,000) | |
Net unamortized discount | (9,403,000) | (4,676,000) | |
Long-term Debt | $ 2,291,002,000 | 1,203,854,000 | |
Weighted average fixed interest rate | 3.82% | ||
Unsecured Debt [Member] | Minimum [Member] | |||
Debt obligations under various arrangements with financial institutions | |||
Stated percentage | 3.25% | ||
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 | $ 1,592,000,000 | 1,916,000,000 | |
Unsecured Debt [Member] | Unsecured Credit Facility [Member] | Minimum [Member] | |||
Debt obligations under various arrangements with financial institutions | |||
Stated percentage | 1.76% | ||
Unsecured Debt [Member] | Unsecured Credit Facility [Member] | Maximum [Member] | |||
Debt obligations under various arrangements with financial institutions | |||
Stated percentage | 1.91% | ||
Unsecured Debt [Member] | Term Loan [Member] | |||
Debt obligations under various arrangements with financial institutions | |||
Long-term debt | $ 600,000,000 | 600,000,000 | |
Stated percentage | 1.9625% | ||
Term loan face amount | $ 1,500,000,000 | ||
Unsecured Debt [Member] | Term Loan [Member] | Term Loan, Expires 07/31/2018 [Member] | |||
Debt obligations under various arrangements with financial institutions | |||
Term loan face amount | 1,000,000,000 | ||
Unsecured Debt [Member] | Term Loan [Member] | Term Loan, Expires 07/31/2021 [Member] | |||
Debt obligations under various arrangements with financial institutions | |||
Term loan face amount | 500,000,000 | ||
Unsecured Debt [Member] | Unsecured Credit Facility and Term Loan [Member] | |||
Debt obligations under various arrangements with financial institutions | |||
Net unamortized debt issuance cost | (13,350,000) | (11,107,000) | |
Long-term Debt | 2,178,650,000 | $ 2,504,893,000 | |
Unsecured Debt [Member] | Revolving Credit Facility [Member] | |||
Debt obligations under various arrangements with financial institutions | |||
Credit facility maximum borrowing capacity | $ 1,250,000,000 | $ 1,250,000,000 |
Debt Obligations (Details 1)
Debt Obligations (Details 1) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Future expected/scheduled maturities of outstanding debt and capital lease | ||
2016 (remaining three months) | $ 11,782 | |
2,017 | 349,659 | |
2,018 | 1,019,476 | |
2,019 | 620,126 | |
2,020 | 858,577 | |
Thereafter | 3,011,678 | |
Total debt maturities | 5,871,298 | |
Net unamortized premiums on secured loans | 27,432 | |
Net unamortized discount on notes | (9,403) | |
Net unamortized debt issuance costs | (31,896) | |
Total debt obligations, net | $ 5,857,431 | $ 5,974,266 |
Debt Obligations (Details 2)
Debt Obligations (Details 2) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Aug. 31, 2016USD ($) | Jul. 31, 2016USD ($)extension | Jun. 30, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Mar. 18, 2014USD ($) | |
Debt Instrument [Line Items] | |||||||||
Gain (loss) on extinguishment of debt, net | $ (1,042,000) | $ 137,000 | $ (949,000) | $ 922,000 | |||||
Accrued interest | 23,800,000 | 23,800,000 | $ 31,100,000 | ||||||
Secured Debt [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt repaid | 849,500,000 | ||||||||
Gain (loss) on extinguishment of debt, net | 1,500,000 | ||||||||
Brixmor Operating Partnership LP [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Gain (loss) on extinguishment of debt, net | $ (1,042,000) | $ 137,000 | $ (949,000) | $ 922,000 | |||||
Brixmor Operating Partnership LP [Member] | Federal Funds Effective Rate [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated spread rate | 0.50% | ||||||||
Brixmor Operating Partnership LP [Member] | 30-day LIBOR [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated spread rate | 1.00% | ||||||||
Unsecured Debt [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated percentage | 3.25% | 3.25% | |||||||
Unsecured Debt [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated percentage | 7.97% | 7.97% | |||||||
Unsecured Debt [Member] | Revolving Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility maximum borrowing capacity | $ 1,250,000,000 | $ 1,250,000,000 | $ 1,250,000,000 | ||||||
Gain (loss) on extinguishment of debt, net | $ 2,500,000 | ||||||||
Term Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Term loan face amount | $ 600,000,000 | ||||||||
Term Loan [Member] | Brixmor Operating Partnership LP [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Possible additional borrowing capacity | $ 1,000,000,000 | ||||||||
Term Loan [Member] | Brixmor Operating Partnership LP [Member] | Minimum [Member] | LIBOR [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated spread rate | 0.90% | ||||||||
Term Loan [Member] | Brixmor Operating Partnership LP [Member] | Minimum [Member] | Base Rate [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated spread rate | 0.00% | ||||||||
Term Loan [Member] | Brixmor Operating Partnership LP [Member] | Maximum [Member] | LIBOR [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated spread rate | 1.75% | ||||||||
Term Loan [Member] | Brixmor Operating Partnership LP [Member] | Maximum [Member] | Base Rate [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated spread rate | 0.75% | ||||||||
4.125% Senior Notes due 2026 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Term loan face amount | $ 600,000,000 | ||||||||
Stated percentage | 4.125% | ||||||||
Redemption price, percentage of principal amount | 100.00% | ||||||||
Revolving Credit and Term Loan Agreement [Member] | Unsecured Debt [Member] | Revolving Credit Facility [Member] | Brixmor Operating Partnership LP [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Term loan face amount | $ 2,750,000,000 | ||||||||
Revolving Facility Maturing July 31, 2020 [Member] | Unsecured Debt [Member] | Revolving Credit Facility [Member] | Brixmor Operating Partnership LP [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility maximum borrowing capacity | $ 1,250,000,000 | ||||||||
Extension period from maturity date | 3 years | ||||||||
Number of expirations | extension | 2 | ||||||||
Expiration period | 6 months | ||||||||
Extended commitment fee, percent | 0.075% | ||||||||
Revolving Facility Maturing July 31, 2020 [Member] | Unsecured Debt [Member] | Revolving Credit Facility [Member] | Brixmor Operating Partnership LP [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Commitment fee percentage | 0.125% | ||||||||
Revolving Facility Maturing July 31, 2020 [Member] | Unsecured Debt [Member] | Revolving Credit Facility [Member] | Brixmor Operating Partnership LP [Member] | Minimum [Member] | LIBOR [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated spread rate | 0.875% | ||||||||
Revolving Facility Maturing July 31, 2020 [Member] | Unsecured Debt [Member] | Revolving Credit Facility [Member] | Brixmor Operating Partnership LP [Member] | Minimum [Member] | Base Rate [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated spread rate | 0.00% | ||||||||
Revolving Facility Maturing July 31, 2020 [Member] | Unsecured Debt [Member] | Revolving Credit Facility [Member] | Brixmor Operating Partnership LP [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Commitment fee percentage | 0.30% | ||||||||
Revolving Facility Maturing July 31, 2020 [Member] | Unsecured Debt [Member] | Revolving Credit Facility [Member] | Brixmor Operating Partnership LP [Member] | Maximum [Member] | LIBOR [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated spread rate | 1.55% | ||||||||
Revolving Facility Maturing July 31, 2020 [Member] | Unsecured Debt [Member] | Revolving Credit Facility [Member] | Brixmor Operating Partnership LP [Member] | Maximum [Member] | Base Rate [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated spread rate | 0.55% | ||||||||
3.250% Senior Notes due 2023 [Member] | Brixmor Operating Partnership LP [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Term loan face amount | $ 500,000,000 | ||||||||
Stated percentage | 3.25% | ||||||||
Redemption price, percentage | 100.00% | ||||||||
Tranche A Term Loan Maturing July 31, 2018 [Member] | Term Loan [Member] | Brixmor Operating Partnership LP [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Term loan face amount | $ 1,000,000,000 | ||||||||
Tranche B Term Loan Maturing July 31, 2021 [Member] | Term Loan [Member] | Brixmor Operating Partnership LP [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Term loan face amount | $ 500,000,000 |
Fair Value Disclosures (Details
Fair Value Disclosures (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Estimated fair value of the Company's debt obligations compared to their carrying amounts | ||
Secured loans, Carrying Amounts | $ 5,857,431 | $ 5,974,266 |
Total debt obligations, net | 5,857,431 | 5,974,266 |
Carrying Amounts [Member] | ||
Estimated fair value of the Company's debt obligations compared to their carrying amounts | ||
Secured loans, Carrying Amounts | 1,387,779 | 2,265,519 |
Notes payable, Carrying Amounts | 2,291,002 | 1,203,854 |
Unsecured Credit Facility and Term Loan, Carrying Amounts | 2,178,650 | 2,504,893 |
Total debt obligations, net | 5,857,431 | 5,974,266 |
Fair Value [Member] | ||
Estimated fair value of the Company's debt obligations compared to their carrying amounts | ||
Secured loans, Fair Value | 1,491,125 | 2,367,070 |
Notes payable, Fair Value | 2,389,624 | 1,198,504 |
Unsecured Credit Facility and Term Loan, Fair Value | 2,193,861 | 2,516,000 |
Total debt obligations, net, Fair Value | $ 6,074,610 | $ 6,081,574 |
Fair Value Disclosures (Detai47
Fair Value Disclosures (Details 1) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, unrealized gains (losses) | $ 100 | $ (100) |
Fair Value, Measurements, Recurring [Member] | Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 26,580 | 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 | (23) | (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 | 1,483 | 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 | 25,097 | 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 | (23) | (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 | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 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 | $ 400 | |||
Dividends, per common share | $ 0.245 | $ 0.225 | $ 0.735 | $ 0.675 | |
Parent Company [Member] | Operating Partnership [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Ownership percentage | 99.90% | 99.90% | |||
Parent Company [Member] | Certain Members of the Parent Company’s Current and Former Management [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Ownership percentage | 0.10% | 0.10% | |||
Accounts Payable and Accrued Liabilities [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Dividends payable | $ 75.8 | $ 75.8 | $ 76 | ||
Common Stock [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Stock repurchased during period, shares | 127,295 | 12,754 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 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% | 15.00% | ||
Number of shares authorized | 15 | 15 | ||
Reversal of previously recognized equity compensation expense | $ 2.6 | |||
Accelerated share repurchases,compensation expense | $ 2.7 | |||
Share-based compensation (benefit)/expense | $ 3.5 | $ 3.8 | 8 | 19.3 |
Compensation cost not yet recognized | $ 14.6 | $ 14.6 | ||
Weighted average remaining contractual term | 2 years 1 month 6 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 | 0.8 | 0.7 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings Per Share, Basic [Abstract] | ||||
Net income | $ 57,805 | $ 54,819 | $ 184,824 | $ 141,122 |
Income attributable to non-controlling interests | (313) | (1,046) | (2,399) | (2,814) |
Non-forfeitable dividends on unvested restricted shares | (9) | (6) | (26) | (17) |
Net income attributable to the Company’s common stockholders for basic earnings per share | $ 57,483 | $ 53,767 | $ 182,399 | $ 138,291 |
Weighted average number shares outstanding - basic | 303,013 | 298,464 | 300,697 | 297,714 |
Net income (usd per share) | $ 0.19 | $ 0.18 | $ 0.61 | $ 0.46 |
Computation of Diluted Earnings Per Share: | ||||
Net income attributable to the Company’s common stockholders for basic earnings per share | $ 57,483 | $ 53,767 | $ 182,399 | $ 138,291 |
Allocation of net income to dilutive convertible non-controlling interests | 0 | 0 | 0 | 2,814 |
Net income attributable to the Company’s common stockholders for diluted earnings per share | $ 57,483 | $ 53,767 | $ 182,399 | $ 141,105 |
Conversion of OP Units | 0 | 0 | 0 | 6,185 |
Equity awards | 508 | 472 | 449 | 807 |
Weighted average shares outstanding - diluted (2) | 303,521 | 298,936 | 301,146 | 304,706 |
Net income (usd per share) | $ 0.19 | $ 0.18 | $ 0.61 | $ 0.46 |
Weighted average basic shares vested, units outstanding | 1,600 | 5,800 | 3,900 |
Earnings per Unit (Details)
Earnings per Unit (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Schedule of Earnings per Share [Line Items] | ||||
Net income attributable to Brixmor Operating Partnership LP | $ 57,805 | $ 54,819 | $ 184,824 | $ 141,122 |
Non-forfeitable dividends on unvested restricted shares | (9) | (6) | (26) | (17) |
Net income attributable to the Company’s common stockholders for basic earnings per share | $ 57,483 | $ 53,767 | $ 182,399 | $ 138,291 |
Weighted average number of common shares outstanding - basic | 303,013 | 298,464 | 300,697 | 297,714 |
Net income (usd per share) | $ 0.19 | $ 0.18 | $ 0.61 | $ 0.46 |
Net income attributable to the Company’s common stockholders for diluted earnings per share | $ 57,483 | $ 53,767 | $ 182,399 | $ 141,105 |
Equity awards | 508 | 472 | 449 | 807 |
Weighted average shares outstanding - diluted | 303,521 | 298,936 | 301,146 | 304,706 |
Net income (usd per share) | $ 0.19 | $ 0.18 | $ 0.61 | $ 0.46 |
Brixmor Operating Partnership LP [Member] | ||||
Schedule of Earnings per Share [Line Items] | ||||
Net income attributable to Brixmor Operating Partnership LP | $ 57,805 | $ 54,819 | $ 184,824 | $ 141,122 |
Non-forfeitable dividends on unvested restricted shares | (9) | (6) | (26) | (17) |
Net income attributable to the Company’s common stockholders for basic earnings per share | $ 57,796 | $ 54,813 | $ 184,798 | $ 141,105 |
Weighted average number of common shares outstanding - basic | 304,659 | 304,270 | 304,577 | 303,899 |
Net income (usd per share) | $ 0.19 | $ 0.18 | $ 0.61 | $ 0.46 |
Net income attributable to the Company’s common stockholders for diluted earnings per share | $ 57,796 | $ 54,813 | $ 184,798 | $ 141,105 |
Equity awards | 508 | 472 | 449 | 807 |
Weighted average shares outstanding - diluted | 305,167 | 304,742 | 305,026 | 304,706 |
Net income (usd per share) | $ 0.19 | $ 0.18 | $ 0.61 | $ 0.46 |
Commitments and Contingencies52
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Rent expense | $ 1,900 | $ 2,400 | $ 6,500 | $ 7,400 |
Operating Leases, Future Minimum Payments Due, Rolling Maturity [Abstract] | ||||
2016 (remaining three months) | 1,776 | 1,776 | ||
2,017 | 7,336 | 7,336 | ||
2,018 | 6,902 | 6,902 | ||
2,019 | 6,750 | 6,750 | ||
2,020 | 5,936 | 5,936 | ||
Thereafter | 85,745 | 85,745 | ||
Total minimum annual rental commitments | $ 114,445 | $ 114,445 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - Interest Rate Swap [Member] $ in Billions | Oct. 24, 2016USD ($)derivative_instrument |
Subsequent Event [Line Items] | |
Number of Instruments | derivative_instrument | 9 |
Notional amount | $ | $ 1.4 |