Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Jul. 01, 2018 | |
Entity Registrant Name | Brixmor Property Group Inc. | |
Entity Central Index Key | 1,581,068 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 302,627,414 | |
Brixmor Operating Partnership LP | ||
Entity Registrant Name | Brixmor Operating Partnership LP | |
Entity Central Index Key | 1,630,031 | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Real estate | ||
Land | $ 1,928,473 | $ 1,984,309 |
Buildings and improvements | 8,727,106 | 8,937,182 |
Real estate, gross | 10,655,579 | 10,921,491 |
Accumulated depreciation and amortization | (2,402,498) | (2,361,070) |
Real estate, net | 8,253,081 | 8,560,421 |
Cash and cash equivalents | 53,418 | 56,938 |
Restricted cash | 48,206 | 53,839 |
Marketable securities | 31,226 | 28,006 |
Receivables, net of allowance for doubtful accounts of $17,426 and $17,205 | 219,992 | 232,111 |
Deferred charges and prepaid expenses, net | 147,321 | 147,508 |
Other assets | 97,303 | 75,103 |
Total assets | 8,850,547 | 9,153,926 |
Liabilities | ||
Debt obligations, net | 5,483,354 | 5,676,238 |
Accounts payable, accrued expenses and other liabilities | 510,222 | 569,340 |
Total liabilities | 5,993,576 | 6,245,578 |
Commitments and contingencies (Note 13) | ||
Equity | ||
Common stock | 3,026 | 3,046 |
Additional paid-in capital | 3,300,636 | 3,330,466 |
Accumulated other comprehensive income | 28,363 | 24,211 |
Distributions in excess of net income | (475,054) | (449,375) |
Total equity | 2,856,971 | 2,908,348 |
Total liabilities and equity | 8,850,547 | 9,153,926 |
Brixmor Operating Partnership LP | ||
Real estate | ||
Land | 1,928,473 | 1,984,309 |
Buildings and improvements | 8,727,106 | 8,937,182 |
Real estate, gross | 10,655,579 | 10,921,491 |
Accumulated depreciation and amortization | (2,402,498) | (2,361,070) |
Real estate, net | 8,253,081 | 8,560,421 |
Cash and cash equivalents | 53,390 | 56,908 |
Restricted cash | 48,206 | 53,839 |
Marketable securities | 31,007 | 27,787 |
Receivables, net of allowance for doubtful accounts of $17,426 and $17,205 | 219,992 | 232,111 |
Deferred charges and prepaid expenses, net | 147,321 | 147,508 |
Other assets | 97,303 | 75,103 |
Total assets | 8,850,300 | 9,153,677 |
Liabilities | ||
Debt obligations, net | 5,483,354 | 5,676,238 |
Accounts payable, accrued expenses and other liabilities | 510,222 | 569,340 |
Total liabilities | 5,993,576 | 6,245,578 |
Commitments and contingencies (Note 13) | ||
Equity | ||
Common stock | 2,828,346 | 2,883,875 |
Accumulated other comprehensive income | 28,378 | 24,224 |
Total equity | 2,856,724 | 2,908,099 |
Total liabilities and equity | $ 8,850,300 | $ 9,153,677 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Allowance for doubtful accounts receivable | $ 17,205 | $ 17,515 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 305,117,724 | 304,947,144 |
Common stock, shares outstanding | 302,627,414 | 304,620,186 |
Brixmor Operating Partnership LP | ||
Allowance for doubtful accounts receivable | $ 17,205 | $ 17,515 |
Common stock, shares issued | 305,117,724 | 304,947,144 |
Common stock, shares outstanding | 302,627,414 | 304,620,186 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues | ||||
Rental income | $ 243,987 | $ 253,777 | $ 487,332 | $ 503,398 |
Expense reimbursements | 67,363 | 67,039 | 138,241 | 140,229 |
Other revenues | 1,680 | 2,002 | 4,632 | 4,997 |
Total revenues | 313,030 | 322,818 | 630,205 | 648,624 |
Operating expenses | ||||
Operating costs | 33,881 | 33,025 | 69,371 | 70,450 |
Real estate taxes | 44,947 | 44,064 | 90,672 | 90,531 |
Depreciation and amortization | 91,334 | 96,870 | 181,717 | 190,801 |
Provision for doubtful accounts | 949 | 1,757 | 3,364 | 2,807 |
Impairment of real estate assets | 11,927 | 10,632 | 27,829 | 16,318 |
General and administrative | 21,320 | 23,248 | 43,746 | 44,205 |
Total operating expenses | 204,358 | 209,596 | 416,699 | 415,112 |
Other income (expense) | ||||
Dividends and interest | 104 | 85 | 200 | 158 |
Interest expense | (55,200) | (57,443) | (110,371) | (113,174) |
Gain on sale of real estate assets | 28,262 | 20,173 | 39,710 | 28,978 |
Loss on extinguishment of debt, net | (291) | (78) | (423) | (1,340) |
Other | (1,185) | (684) | (1,238) | (1,391) |
Total other expense | (28,310) | (37,947) | (72,122) | (86,769) |
Income before equity in income of unconsolidated joint venture | 80,362 | 75,275 | 141,384 | 146,743 |
Equity in income of unconsolidated joint venture | 0 | 163 | 0 | 350 |
Net income | 80,362 | 75,438 | 141,384 | 147,093 |
Net income attributable to non-controlling interests | 0 | 0 | 0 | (76) |
Net income attributable to Brixmor Property Group Inc. | 80,362 | 75,438 | 141,384 | 147,017 |
Preferred stock dividends | 0 | (39) | 0 | (39) |
Net income attributable to common stockholders | $ 80,362 | $ 75,399 | $ 141,384 | $ 146,978 |
Net income attributable to common stockholders: | ||||
Basic (usd per share) | $ 0.27 | $ 0.25 | $ 0.47 | $ 0.48 |
Diluted (usd per share) | $ 0.26 | $ 0.25 | $ 0.47 | $ 0.48 |
Weighted average shares: | ||||
Basic (in shares) | 302,776 | 304,914 | 303,468 | 304,743 |
Diluted (in shares) | 302,934 | 305,115 | 303,614 | 305,125 |
Brixmor Operating Partnership LP | ||||
Revenues | ||||
Rental income | $ 243,987 | $ 253,777 | $ 487,332 | $ 503,398 |
Expense reimbursements | 67,363 | 67,039 | 138,241 | 140,229 |
Other revenues | 1,680 | 2,002 | 4,632 | 4,997 |
Total revenues | 313,030 | 322,818 | 630,205 | 648,624 |
Operating expenses | ||||
Operating costs | 33,881 | 33,025 | 69,371 | 70,450 |
Real estate taxes | 44,947 | 44,064 | 90,672 | 90,531 |
Depreciation and amortization | 91,334 | 96,870 | 181,717 | 190,801 |
Provision for doubtful accounts | 949 | 1,757 | 3,364 | 2,807 |
Impairment of real estate assets | 11,927 | 10,632 | 27,829 | 16,318 |
General and administrative | 21,320 | 23,248 | 43,746 | 44,205 |
Total operating expenses | 204,358 | 209,596 | 416,699 | 415,112 |
Other income (expense) | ||||
Dividends and interest | 104 | 85 | 200 | 158 |
Interest expense | (55,200) | (57,443) | (110,371) | (113,174) |
Gain on sale of real estate assets | 28,262 | 20,173 | 39,710 | 28,978 |
Loss on extinguishment of debt, net | (291) | (78) | (423) | (1,340) |
Other | (1,185) | (684) | (1,238) | (1,391) |
Total other expense | (28,310) | (37,947) | (72,122) | (86,769) |
Income before equity in income of unconsolidated joint venture | 80,362 | 75,275 | 141,384 | 146,743 |
Equity in income of unconsolidated joint venture | 0 | 163 | 0 | 350 |
Net income | $ 80,362 | $ 75,438 | $ 141,384 | $ 147,093 |
Net income attributable to common stockholders: | ||||
Basic (usd per share) | $ 0.27 | $ 0.25 | $ 0.47 | $ 0.48 |
Diluted (usd per share) | $ 0.26 | $ 0.25 | $ 0.47 | $ 0.48 |
Weighted average shares: | ||||
Basic (in shares) | 302,776 | 304,914 | 303,468 | 304,900 |
Diluted (in shares) | 302,934 | 305,115 | 303,614 | 305,125 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Net income | $ 80,362 | $ 75,438 | $ 141,384 | $ 147,093 |
Other comprehensive income (loss) | ||||
Change in unrealized gain (loss) on interest rate swaps, net (Note 6) | (581) | (3,091) | 4,192 | (472) |
Change in unrealized gain (loss) on marketable securities | 46 | (21) | (40) | (20) |
Total other comprehensive income (loss) | (535) | (3,112) | 4,152 | (492) |
Comprehensive income | 79,827 | 72,326 | 145,536 | 146,601 |
Comprehensive income attributable to non-controlling interests | 0 | 0 | 0 | (76) |
Comprehensive income attributable to common stockholders | 79,827 | 72,326 | 145,536 | 146,525 |
Brixmor Operating Partnership LP | ||||
Net income | 80,362 | 75,438 | 141,384 | 147,093 |
Other comprehensive income (loss) | ||||
Change in unrealized gain (loss) on interest rate swaps, net (Note 6) | (581) | (3,091) | 4,192 | (472) |
Change in unrealized gain (loss) on marketable securities | 47 | (22) | (38) | (20) |
Total other comprehensive income (loss) | (534) | (3,113) | 4,154 | (492) |
Comprehensive income attributable to common stockholders | $ 79,828 | $ 72,325 | $ 145,538 | $ 146,601 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Brixmor Operating Partnership LP | Common Stock | Common StockBrixmor Operating Partnership LP | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Other Comprehensive IncomeBrixmor Operating Partnership LP | Distributions in Excess of Net Income | Non-controlling Interests |
Beginning balance (in shares) at Dec. 31, 2016 | 304,343,000 | ||||||||
Beginning balance at Dec. 31, 2016 | $ 2,927,160 | $ 2,926,909 | $ 3,043 | $ 2,905,378 | $ 3,324,874 | $ 21,519 | $ 21,531 | $ (426,552) | $ 4,276 |
Increase (Decrease) in Equity [Roll Forward] | |||||||||
Common stock dividends | (159,037) | (160,326) | (160,326) | (159,037) | |||||
Equity based compensation expense | 4,974 | 4,974 | 4,974 | 4,971 | 3 | ||||
Preferred stock dividends | (1,289) | (641) | (648) | ||||||
Other comprehensive income (loss) | (492) | (492) | (492) | (492) | |||||
Issuance of common stock and OP Units (in shares) | 190,000 | ||||||||
Issuance of common stock and OP Units | 0 | $ 6 | (6) | ||||||
Conversion of OP Units into common stock (in shares) | 403,000 | ||||||||
Conversion of OP Units into common stock | 0 | 3,701 | (3,701) | ||||||
Repurchase of common stock, shares | (100,000) | ||||||||
Share-based awards retained for taxes | (2,661) | (2,661) | (2,661) | (2,661) | |||||
Net income | 147,093 | 147,093 | 147,017 | 76 | |||||
Net income attributable to Brixmor Operating Partnership LP | 147,093 | 147,093 | |||||||
Ending balance (in shares) at Jun. 30, 2017 | 304,936,000 | ||||||||
Ending balance at Jun. 30, 2017 | 2,915,748 | 2,915,497 | $ 3,049 | 2,894,458 | 3,330,885 | 21,027 | 21,039 | (439,213) | 0 |
Beginning balance (in shares) at Dec. 31, 2017 | 304,620,000 | ||||||||
Beginning balance at Dec. 31, 2017 | 2,908,348 | 2,908,099 | $ 3,046 | 2,883,875 | 3,330,466 | 24,211 | 24,224 | (449,375) | 0 |
Increase (Decrease) in Equity [Roll Forward] | |||||||||
Common stock dividends | (167,063) | (167,063) | (167,063) | (167,063) | |||||
Equity based compensation expense | 5,268 | 5,268 | 5,268 | 5,268 | |||||
Other comprehensive income (loss) | 4,152 | 4,154 | 4,152 | 4,154 | |||||
Issuance of common stock and OP Units (in shares) | 170,000 | ||||||||
Issuance of common stock and OP Units | 2 | 2 | $ 2 | 2 | |||||
Repurchase of common stock, shares | (2,163,000) | ||||||||
Repurchases of common stock | (33,265) | (33,265) | $ (22) | (33,265) | (33,243) | ||||
Share-based awards retained for taxes | (1,855) | (1,855) | (1,855) | (1,855) | |||||
Net income | 141,384 | 141,384 | 141,384 | ||||||
Net income attributable to Brixmor Operating Partnership LP | 141,384 | ||||||||
Ending balance (in shares) at Jun. 30, 2018 | 302,627,000 | ||||||||
Ending balance at Jun. 30, 2018 | $ 2,856,971 | $ 2,856,724 | $ 3,026 | $ 2,828,346 | $ 3,300,636 | $ 28,363 | $ 28,378 | $ (475,054) | $ 0 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statement of Stockholders' Equity [Abstract] | ||||
Dividends, per common share | $ 0.275 | $ 0.260 | $ 0.55 | $ 0.52 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | |
Operating activities: | ||||||||
Net income | $ 80,362 | $ 75,438 | $ 141,384 | $ 147,093 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 181,717 | 190,801 | ||||||
Debt premium and discount amortization | (1,878) | (3,148) | ||||||
Deferred financing cost amortization | 3,313 | 3,574 | ||||||
Above- and below-market lease intangible amortization | (14,822) | (15,369) | ||||||
Provisions for impairment | 11,927 | 10,632 | 27,829 | 16,318 | ||||
Gain on disposition of operating properties | (39,710) | (28,978) | ||||||
Equity based compensation | 2,800 | 2,800 | 5,268 | 4,974 | ||||
Other | 1,821 | 946 | ||||||
Loss on extinguishment of debt, net | 423 | 1,340 | ||||||
Changes in operating assets and liabilities: | ||||||||
Receivables | 8,697 | (13,928) | ||||||
Deferred charges and prepaid expenses | (15,054) | (21,975) | ||||||
Other assets | 3,643 | (542) | ||||||
Accounts payable, accrued expenses and other liabilities | (22,278) | 1,088 | ||||||
Net cash provided by operating activities | 280,353 | 282,194 | ||||||
Investing activities: | ||||||||
Improvements to and investments in real estate assets | (120,638) | (74,899) | ||||||
Acquisitions of real estate assets | (7,453) | (111,790) | ||||||
Proceeds from sales of real estate assets | 239,404 | 107,090 | ||||||
Purchase of marketable securities | (16,524) | (12,975) | ||||||
Proceeds from sale of marketable securities | 13,197 | 13,715 | ||||||
Net cash provided by (used in) investing activities | 107,986 | (78,859) | ||||||
Financing activities: | ||||||||
Repayment of secured debt obligations | (9,356) | (294,697) | ||||||
Repayment of borrowings under unsecured revolving credit facility | (35,000) | (508,000) | ||||||
Proceeds from borrowings under unsecured revolving credit facility | 35,000 | 386,000 | ||||||
Proceeds from unsecured notes | 0 | 893,916 | ||||||
Repayment of borrowings under unsecured term loan | (185,000) | (490,000) | ||||||
Deferred financing costs | (440) | (7,925) | ||||||
Distributions to common stockholders | (167,576) | (158,803) | ||||||
Distributions to non-controlling interests | 0 | (1,390) | ||||||
Repurchases of common shares | (33,265) | 0 | ||||||
Repurchases of common shares in conjunction with equity award plans | (1,855) | (2,661) | ||||||
Net cash used in financing activities | (397,492) | (183,560) | ||||||
Net change in cash, cash equivalents and restricted cash | (9,153) | 19,775 | ||||||
Cash, cash equivalents and restricted cash at beginning of period | 110,777 | 102,869 | $ 102,869 | |||||
Cash, cash equivalents and restricted cash at end of period | 101,624 | 122,644 | 101,624 | 122,644 | 110,777 | |||
Reconciliation to consolidated balance sheets | ||||||||
Cash and cash equivalents | 53,418 | 54,479 | 53,418 | 54,479 | 56,938 | |||
Restricted cash | $ 48,206 | $ 53,839 | $ 68,165 | |||||
Cash, cash equivalents and restricted cash at end of period | 101,624 | 122,644 | 110,777 | 102,869 | 102,869 | 101,624 | 110,777 | 122,644 |
Supplemental disclosure of cash flow information: | ||||||||
Cash paid for interest, net of amount capitalized of $1,169 and $1,696 | 109,453 | 111,101 | ||||||
Brixmor Operating Partnership LP | ||||||||
Operating activities: | ||||||||
Net income | 80,362 | 75,438 | 141,384 | 147,093 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 181,717 | 190,801 | ||||||
Debt premium and discount amortization | (1,878) | (3,148) | ||||||
Deferred financing cost amortization | 3,313 | 3,574 | ||||||
Above- and below-market lease intangible amortization | (14,822) | (15,369) | ||||||
Provisions for impairment | 27,829 | 16,318 | ||||||
Gain on disposition of operating properties | (39,710) | (28,978) | ||||||
Equity based compensation | 5,268 | 4,974 | ||||||
Other | 1,821 | 946 | ||||||
Loss on extinguishment of debt, net | 423 | 1,340 | ||||||
Changes in operating assets and liabilities: | ||||||||
Receivables | 8,697 | (13,928) | ||||||
Deferred charges and prepaid expenses | (15,054) | (21,975) | ||||||
Other assets | 3,643 | (542) | ||||||
Accounts payable, accrued expenses and other liabilities | (22,278) | 1,088 | ||||||
Net cash provided by operating activities | 280,353 | 282,194 | ||||||
Investing activities: | ||||||||
Improvements to and investments in real estate assets | (120,638) | (74,899) | ||||||
Acquisitions of real estate assets | (7,453) | (111,790) | ||||||
Proceeds from sales of real estate assets | 239,404 | 107,090 | ||||||
Purchase of marketable securities | (16,524) | (12,973) | ||||||
Proceeds from sale of marketable securities | 13,197 | 13,715 | ||||||
Net cash provided by (used in) investing activities | 107,986 | (78,857) | ||||||
Financing activities: | ||||||||
Repayment of secured debt obligations | (9,356) | (294,697) | ||||||
Repayment of borrowings under unsecured revolving credit facility | (35,000) | (508,000) | ||||||
Proceeds from borrowings under unsecured revolving credit facility | 35,000 | 386,000 | ||||||
Proceeds from unsecured notes | 0 | 893,916 | ||||||
Repayment of borrowings under unsecured term loan | (185,000) | (490,000) | ||||||
Deferred financing costs | (440) | (7,925) | ||||||
Partner distributions | (202,694) | (162,853) | ||||||
Net cash used in financing activities | (397,490) | (183,559) | ||||||
Net change in cash, cash equivalents and restricted cash | (9,151) | 19,778 | ||||||
Cash, cash equivalents and restricted cash at beginning of period | 110,747 | 102,835 | 102,835 | |||||
Cash, cash equivalents and restricted cash at end of period | 101,596 | 122,613 | 101,596 | 122,613 | 110,747 | |||
Reconciliation to consolidated balance sheets | ||||||||
Cash and cash equivalents | 53,390 | 54,448 | 53,390 | 54,448 | 56,908 | |||
Restricted cash | 48,206 | 53,839 | 68,165 | |||||
Cash, cash equivalents and restricted cash at end of period | $ 101,596 | $ 122,613 | $ 110,747 | $ 102,835 | $ 102,835 | $ 101,596 | $ 110,747 | $ 122,613 |
CONDENSED CONSOLIDATED STATEME9
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Interest paid, capitalized | $ 1,169 | $ 1,696 |
Brixmor Operating Partnership LP | ||
Interest paid, capitalized | $ 1,169 | $ 1,696 |
Nature of Business and Financia
Nature of Business and Financial Statement Presentation | 6 Months Ended |
Jun. 30, 2018 | |
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 real estate investment trust (“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 redevelopment 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 one of the largest open air retail portfolios by gross leasable area (“GLA”) in the United States (“U.S.”), comprised primarily of community and neighborhood shopping centers. As of June 30, 2018, the Company’s portfolio was comprised of 471 shopping centers totaling approximately 80 million square feet of gross leasable area (the “Portfolio”). In addition, the Company has one land parcel currently under development. The Company’s high quality national Portfolio is primarily located within established trade areas in the top 50 Metropolitan Statistical Areas, and our shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers. The Company does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company 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, 2017 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 12, 2018. Certain prior period balances in the accompanying unaudited Condensed Consolidated Statements of Cash Flows have been reclassified to conform to the current period presentation for the adoption of Accounting Standards Update (“ASU”) 2016-15, “ Statement of Cash Flows (Topic 230). ” Principles of Consolidation The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Parent Company, the Operating Partnership, each of their wholly owned subsidiaries and all other entities in which they have a controlling financial interest. The portions of consolidated entities not owned by the Parent Company and the Operating Partnership are presented as non-controlling interests as of and during the periods presented. All intercompany transactions have been eliminated. 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 to its stockholders at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains. 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 U.S. federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under the Code. The Parent Company conducts substantially all of its operations through the Operating Partnership which is organized as a limited partnership and treated as a pass-through entity for U.S. federal tax purposes. Therefore, U.S. federal income taxes on the Company's taxable income do not materially impact the unaudited Condensed Consolidated Financial Statements of the Company. If the Parent Company fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal taxes at regular corporate rates (including any applicable alternative minimum tax for tax years beginning before December 31, 2017) and may not be able to qualify as a REIT for four subsequent taxable years. Even if the Parent Company qualifies for taxation as a REIT, the Company is subject to certain state and local taxes on its income and property, and to U.S. federal income and excise taxes on its undistributed taxable income. The Company has elected to treat certain of its subsidiaries as taxable REIT subsidiaries (“TRS”), and the Company may in the future elect to treat newly formed and/or existing subsidiaries as TRSs. A TRS may participate in non-real estate-related activities and/or perform non-customary services for tenants and are subject to certain limitations under the Code. A TRS is subject to U.S. federal and state income taxes. Income taxes related to the Company’s TRSs do not materially impact the unaudited Condensed Consolidated Financial Statements of the Company. The Company has considered the tax positions taken for the open 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 June 30, 2018 and December 31, 2017. Open tax years generally range from 2014 through 2017, but may vary by jurisdiction and issue. New Accounting Pronouncements In August 2017, the FASB issued ASU 2017-12, “ Derivatives and Hedging (Topic 815) .” ASU 2017-12 amends guidance to more closely align the results of cash flow and fair value hedge accounting with risk management activities through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results in the financial statements. ASU 2017-12 was early adopted by the Company on January 1, 2018. The Company determined that these changes did not have a material impact on the unaudited Condensed Consolidated Financial Statements of the Company. In May 2017, the FASB issued ASU 2017-09, “ Compensation - Stock Compensation (Topic 718) .” ASU 2017-09 clarifies guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The standard became effective for the Company on January 1, 2018. The Company determined that these changes did not have a material impact on the unaudited Condensed Consolidated Financial Statements of the Company. In February 2017, the FASB issued ASU 2017-05, “ Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance.” ASU 2017-05 focuses on recognizing gains and losses from the transfer of nonfinancial assets with noncustomers. It provides guidance as to the definition of an “in substance nonfinancial asset,” and provides guidance for sales of real estate, including partial sales. The standard became effective for the Company on January 1, 2018 in conjunction with ASU 2014-09 and the Company applied the same transition method as ASU 2014-09. The Company did not record any cumulative adjustment in connection with the adoption of the new pronouncement. The Company determined that these changes did not have a material impact on the unaudited Condensed Consolidated Financial Statements of the Company. In August 2016, the FASB issued ASU 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 became effective for the Company on January 1, 2018. The Company determined that these changes did not have a material impact 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 recognize 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 pronouncement requires a modified retrospective method of adoption and is effective on January 1, 2019, with early adoption permitted. The Company will continue to evaluate the effect the adoption of ASU 2016-02 will have on the unaudited Condensed Consolidated Financial Statements of the Company. However, the Company currently believes that the adoption of ASU 2016-02 will not have a material impact for operating leases where it is a lessor and will continue to record revenues from rental properties for its operating leases on a straight-line basis. However, for leases where the Company is a lessee, primarily for the Company’s ground leases and administrative office leases, the Company will be required to record a lease liability and a right of use asset on its unaudited Condensed Consolidated Balance Sheets at fair value upon adoption. In addition, direct internal leasing overhead costs will continue to be capitalized, however, indirect internal leasing overhead costs previously capitalized will be expensed under ASU 2016-02. In May 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers (Topic 606). ” ASU 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 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 non-financial 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. The pronouncement allows either a full or modified retrospective method of adoption. The standard became effective for the Company on January 1, 2018 and the Company elected the modified retrospective approach of adoption, which requires a cumulative adjustment as of the date of the adoption, if applicable. The Company did not record any such cumulative adjustment in connection with the adoption of the new pronouncement. Substantially all of the Company’s tenant-related revenue is recognized pursuant to lease agreements and is out of the scope of ASU 2014-09 and falls instead under ASU 2016-02, which is discussed above and will not be effective until January 1, 2019. As a result, the Company determined that ASU 2014-09 did not have a material impact on the process for, timing of, and presentation and disclosure of revenue recognition from contracts with tenants and other customers. 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 | 6 Months Ended |
Jun. 30, 2018 | |
Real Estate [Abstract] | |
Acquisition of Real Estate | Acquisition of Real Estate During the six months ended June 30, 2018, the Company acquired the following assets, in separate transactions: Description (1) Location Month Acquired GLA Aggregate Purchase Price Land adjacent to Arborland Center Ann Arbor, MI Jun-18 N/A $ 5,554 Outparcel adjacent to Lehigh Shopping Center Bethlehem, PA Jun-18 12,739 1,899 12,739 $ 7,453 (1) No debt was assumed related to any of the listed acquisitions. During the six months ended June 30, 2017, the Company acquired the following assets, in separate transactions: Description (1) Location Month Acquired GLA Aggregate Purchase Price Outparcel building adjacent to Annex of Arlington Arlington Heights, IL Feb-17 5,760 $ 1,006 Outparcel adjacent to Northeast Plaza Atlanta, GA Feb-17 N/A 1,537 Arborland Center Ann Arbor, MI Mar-17 403,536 102,268 Building adjacent to Preston Park Plano, TX Apr-17 31,080 4,015 Outparcel building adjacent to Cobblestone Village St. Augustine, FL May-17 4,403 1,306 Outparcel adjacent to Wynnewood Village Dallas, TX May-17 N/A 1,658 444,779 $ 111,790 (1) No debt was assumed related to any of the listed acquisitions. The aggregate purchase price of the assets acquired during the six months ended June 30, 2018 and 2017, respectively, has been allocated as follows: Six Months Ended June 30, Assets 2018 2017 Land $ 5,554 $ 19,240 Buildings 1,431 75,286 Building and tenant improvements 238 9,177 Above-market leases (1) — 2,381 In-place leases (2) 304 8,608 Total assets 7,527 114,692 Liabilities Below-market leases (3) 74 2,902 Other liabilities — — Total liabilities 74 2,902 Net assets acquired $ 7,453 $ 111,790 (1) The weighted average amortization period at the time of acquisition for above-market leases related to assets acquired during the six months ended June 30, 2017 was 5.0 years. (2) The weighted average amortization period at the time of acquisition for in-place leases related to assets acquired during the six months ended June 30, 2018 and 2017 was 4.8 years and 6.6 years, respectively. (3) The weighted average amortization period at the time of acquisition for below-market leases related to assets acquired during the six months ended June 30, 2018 and 2017 was 4.8 years and 16.7 years, respectively. During the three and six months ended June 30, 2018, the Company incurred transaction costs of $0.3 million , of which $0.1 million was capitalized and included in Buildings and tenant improvements on the Company's unaudited Condensed Consolidated Balance Sheets and $0.2 million was expensed and included in Other on the Company’s unaudited Condensed Consolidated Statements of Operations. During the three and six months ended June 30, 2017, the Company incurred transaction costs of $0.1 million and $0.4 million , respectively, which were capitalized and included in Buildings and tenant improvements on the Company’s unaudited Condensed Consolidated Balance Sheets. |
Dispositions and Assets Held fo
Dispositions and Assets Held for Sale | 6 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Dispositions and Assets Held for Sale | Dispositions and Assets Held for Sale During the three months ended June 30, 2018, the Company disposed of nine shopping centers and one partial shopping center for net proceeds of $134.7 million resulting in a gain of $27.8 million and impairment of $0.7 million . During the six months ended June 30, 2018, the Company disposed of 15 shopping centers, one partial shopping center and one outparcel for net proceeds of $238.9 million resulting in a gain of $39.2 million and impairment of $12.9 million . The Company had six properties held for sale as of June 30, 2018 with an aggregate carrying value of $51.5 million . In addition, during the three and six months ended June 30, 2018, the Company received net proceeds of $0.5 million from previously disposed assets resulting in a gain of $0.5 million . During the three months ended June 30, 2017, the Company disposed of three shopping centers and two outparcel buildings for net proceeds of $73.0 million resulting in a gain of $20.2 million . During the six months ended June 30, 2017, the Company disposed of six shopping centers and two outparcel buildings for net proceeds of $107.1 million resulting in a gain of $29.0 million . The Company had one property held for sale as of June 30, 2017 with a carrying value of $17.1 million . There were no discontinued operations for the three and six months ended June 30, 2018 and 2017 as none of the dispositions represented a strategic shift in the Company’s business that would qualify as discontinued operations. |
Real Estate
Real Estate | 6 Months Ended |
Jun. 30, 2018 | |
Real Estate [Abstract] | |
Real Estate | Real Estate The Company’s components of Real estate, net consisted of the following: June 30, 2018 December 31, 2017 Land $ 1,928,473 $ 1,984,309 Buildings and improvements: Buildings and tenant improvements (1) 7,989,715 8,145,085 Lease intangibles (2) 737,391 792,097 10,655,579 10,921,491 Accumulated depreciation and amortization (3) (2,402,498 ) (2,361,070 ) Total $ 8,253,081 $ 8,560,421 (1) As of June 30, 2018 and December 31, 2017, Buildings and tenant improvements included accrued amounts of $ 22.1 million and $ 22.8 million , respectively, related to construction in progress, net of any anticipated insurance proceeds. (2) As of June 30, 2018 and December 31, 2017, Lease intangibles consisted of $665.4 million and $715.1 million , respectively, of in-place leases and $72.0 million and $77.0 million , respectively, of above-market leases. These intangible assets are amortized over the term of each related lease. (3) As of June 30, 2018 and December 31, 2017, Accumulated depreciation and amortization included $603.9 million and $629.1 million , respectively, of accumulated amortization related to Lease intangibles. In addition, as of June 30, 2018 and December 31, 2017, the Company had intangible liabilities relating to below-market leases of $426.2 million and $463.3 million , respectively, and accumulated accretion of $274.7 million and $281.5 million , respectively. These intangible liabilities are included in Accounts payable, accrued expenses and other liabilities in the Company’s unaudited Condensed Consolidated Balance Sheets. These intangible assets are accreted over the term of each related lease. Below-market lease accretion income, net of above-market lease amortization expense for the three months ended June 30, 2018 and 2017 was $8.0 million and $7.6 million , respectively. Below-market lease accretion income, net of above-market lease amortization expense for the six months ended June 30, 2018 and 2017 was $14.8 million and $15.4 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 June 30, 2018 and 2017 was $9.9 million and $13.4 million , respectively. Amortization expense associated with in-place lease value for the six months ended June 30, 2018 and 2017 was $19.2 million and $25.5 million , respectively. These amounts are included in Depreciation and amortization in the Company’s unaudited Condensed Consolidated Statements of Operations. The Company’s estimated below-market lease accretion income, net of above-market lease amortization expense, and in-place lease amortization expense for the next five years are as follows: Year ending December 31, Below-market lease accretion (income), net of above-market lease amortization In-place lease amortization expense 2018 (remaining six months) $ (11,025 ) $ 15,535 2019 (19,345 ) 25,812 2020 (15,739 ) 19,076 2021 (12,948 ) 13,639 2022 (10,737 ) 10,163 |
Impairments
Impairments | 6 Months Ended |
Jun. 30, 2018 | |
Impairment of Real Estate [Abstract] | |
Impairments | Impairments On a periodic basis, management assesses whether there are any indicators, including changes in property operating performance, anticipated holding period and/or general market conditions, that the value of the Company’s real estate assets (including any related intangible assets or liabilities) may be impaired. If management determines that the carrying value of a real estate asset is impaired, a loss is recognized for the excess of its carrying amount over its fair value. The Company recognized the following impairments during the three months ended June 30, 2018: Three Months Ended June 30, 2018 Property Name (1) Location GLA Impairment Charge County Line Plaza Jackson, MS 221,127 $ 10,181 Roundtree Place (2) Ypsilanti, MI 246,620 545 Parcel at Elk Grove Town Center Elk Grove Village, IL 72,385 519 Dover Park Plaza Yardville, NJ 56,638 438 Southland Shopping Plaza (2) Toledo, OH 285,278 135 Mount Carmel Plaza Glenside, PA 14,504 109 896,552 $ 11,927 (1) The Company recognized impairment charges based upon a change in the estimated hold period of these properties in connection with the Company’s capital recycling program. (2) The Company disposed of this property during the three months ended June 30, 2018. The Company recognized the following impairments during the six months ended June 30, 2018: Six Months Ended June 30, 2018 Property Name (1) Location GLA Impairment Charge County Line Plaza Jackson, MS 221,127 $ 10,181 Southland Shopping Plaza (2) Toledo, OH 285,278 7,077 Roundtree Place (2) Ypsilanti, MI 246,620 4,317 Skyway Plaza St. Petersburg, FL 110,799 3,639 Pensacola Square (2) Pensacola, FL 142,767 1,345 Parcel at Elk Grove Town Center Elk Grove Village, IL 72,385 519 Dover Park Plaza Yardville, NJ 56,638 438 Crossroads Centre (2) Fairview Heights, IL 242,752 204 Mount Carmel Plaza Glenside, PA 14,504 109 1,392,870 $ 27,829 (1) The Company recognized impairment charges based upon a change in the estimated hold period of these properties in connection with the Company’s capital recycling program. (2) The Company disposed of this property during the six months ended June 30, 2018. The Company recognized the following impairments during the three months ended June 30, 2017: Three Months Ended June 30, 2017 Property Name (1) Location GLA Impairment Charge The Manchester Collection Manchester, CT 342,247 $ 9,026 Renaissance Center East (2) Las Vegas, NV 144,216 1,606 486,463 $ 10,632 (1) The Company recognized impairment charges based upon a change in the estimated hold period of these properties in connection with the Company’s capital recycling program. (2) The Company disposed of this property during the year ended December 31, 2017. The Company recognized the following impairments during the six months ended June 30, 2017: Six Months Ended June 30, 2017 Property Name (1) Location GLA Impairment Charge The Manchester Collection Manchester, CT 342,247 $ 9,026 The Plaza at Salmon Run Watertown, NY 68,761 3,486 Smith’s Socorro, NM 48,000 2,200 Renaissance Center East (2) Las Vegas, NV 144,216 1,606 603,224 $ 16,318 (1) The Company recognized impairment charges based upon a change in the estimated hold period of these properties in connection with the Company’s capital recycling program. (2) The Company disposed of this property during the year ended December 31, 2017. The Company can provide no assurance that material impairment charges with respect to its Portfolio will not occur in future periods. See Note 3 for additional information regarding impairment charges taken in connection with the Company’s dispositions. See Note 8 for additional information regarding the fair value of operating properties which have been impaired. |
Financial Instruments - Derivat
Financial Instruments - Derivatives and Hedging | 6 Months Ended |
Jun. 30, 2018 | |
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 that result in the receipt and/or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s objective in using interest rate derivatives is to add stability to interest expense and to manage its exposure to interest rate movements. Cash Flow Hedges of Interest Rate Risk Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchanging the underlying notional amount. The Company utilizes interest rate swaps to partially hedge the cash flows associated with variable LIBOR based interest rate debt. During the three and six months ended June 30, 2018, the Company did not enter into any new interest rate swap agreements. Detail on the Company’s interest rate derivatives designated as cash flow hedges outstanding as of June 30, 2018 and December 31, 2017 is as follows: Number of Instruments Notional Amount June 30, 2018 December 31, 2017 June 30, 2018 December 31, 2017 Interest Rate Swaps 9 9 $ 1,400,000 $ 1,400,000 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. Detail on the Company’s fair value of interest rate derivatives on a gross and net basis as of June 30, 2018 and December 31, 2017, respectively, is as follows: Fair Value of Derivative Instruments Interest rate swaps classified as: June 30, 2018 December 31, 2017 Gross derivative assets $ 28,612 $ 24,420 Gross derivative liabilities — — Net derivative assets $ 28,612 $ 24,420 The gross derivative assets are included in Other assets and the gross derivative liabilities are included in Accounts payable, accrued expenses and other liabilities on the Company’s 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 cash flow hedges is recognized 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 recognized in the Company’s unaudited Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2018 and 2017 is as follows: Derivatives in Cash Flow Hedging Relationships (Interest Rate Swaps) Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Change in unrealized gain (loss) on interest rate swaps $ 3,001 $ (2,821 ) $ 10,235 $ (664 ) Amortization (accretion) of interest rate swaps to interest expense (3,582 ) (270 ) (6,043 ) 192 Change in unrealized gain (loss) on interest rate swaps, net $ (581 ) $ (3,091 ) $ 4,192 $ (472 ) The Company estimates that $11.2 million will be reclassified from accumulated other comprehensive income as a decrease to interest expense over the next twelve months. No gain or loss was recognized related to hedge ineffectiveness or to amounts excluded from effectiveness testing on the Company’s cash flow hedges during the three and six months ended June 30, 2018 and 2017. Non-Designated (Mark-to Market) Hedges of Interest Rate Risk The Company does not use derivatives for trading or speculative purposes. As of June 30, 2018 and December 31, 2017, 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 certain of its indebtedness and the indebtedness has 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. |
Debt Obligations
Debt Obligations | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Debt Obligations As of June 30, 2018 and December 31, 2017, the Company had the following indebtedness outstanding: Carrying Value as of June 30, 2018 December 31, Stated Interest Rate (1) Scheduled Maturity Date Secured loans Secured loans (2)(3) $ 893,361 $ 902,717 4.40% – 6.50% 2020 – 2024 Net unamortized premium 12,472 15,321 Net unamortized debt issuance costs (73 ) (93 ) Total secured loans, net 905,760 917,945 Notes payable Unsecured notes (4) 3,218,453 3,218,453 3.25% – 7.97% 2022 – 2029 Net unamortized discount (12,523 ) (13,485 ) Net unamortized debt issuance costs (20,844 ) (22,476 ) Total notes payable, net 3,185,086 3,182,492 Unsecured Credit Facility and term loans Unsecured $600 Million Term Loan (5) 600,000 600,000 3.40% 2019 Unsecured Credit Facility (6) 500,000 685,000 3.35% 2021 Unsecured $300 Million Term Loan (7) 300,000 300,000 3.88% 2024 Net unamortized debt issuance costs (7,492 ) (9,199 ) Total Unsecured Credit Facility and term loans 1,392,508 1,575,801 Total debt obligations, net $ 5,483,354 $ 5,676,238 (1) The stated interest rates are as of June 30, 2018 and do not include the impact of the Company’s interest rate swap agreements (described below). (2) 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 June 30, 2018 of approximately $1.5 billion . (3) The weighted average stated interest rate on the Company’s secured loans was 6.16% as of June 30, 2018. (4) The weighted average stated interest rate on the Company’s unsecured notes was 3.81% as of June 30, 2018. (5) Effective November 1, 2016, the Company has in place two interest rate swap agreements that convert the variable interest rate on $200.0 million of the Company’s $600 million term loan agreement, as amended July 25, 2016, (the “$600 Million Term Loan”) to a fixed, combined interest rate of 0.82% (plus a spread of 140 bps) through July 31, 2018, and three interest rate swap agreements that convert the variable interest rate on $400.0 million of the $600 Million Term Loan to a fixed, combined interest rate of 0.88% (plus a spread of 140 bps) through March 18, 2019. (6) Effective November 1, 2016, the Company has in place 3 interest rate swap agreements that convert the variable interest rate on a $500.0 million term loan under the Company’s senior unsecured credit facility agreement, as amended July 25, 2016, (the “Unsecured Credit Facility”) to a fixed, combined interest rate of 1.11% (plus a spread of 135 bps) through July 30, 2021. (7) Effective July 28, 2017, the Company has in place one interest rate swap agreement that converts the variable interest rate on the Company's $300 million term loan agreement, as entered into July 28, 2017, (the "$300 Million Term Loan") to a fixed, combined interest rate of 0.82% (plus a spread of 190 bps) through July 31, 2018. 2018 Debt Transactions During the six months ended June 30, 2018, the Company repaid a total of $185.0 million of unsecured term loan debt under the Company’s Unsecured Credit Facility and a $0.2 million secured loan. These repayments were funded primarily with disposition proceeds. During the six months ended June 30, 2018, the Company recognized a $0.4 million loss on extinguishment of debt, net as a result of debt transactions, which includes $0.3 million related to the release of certain properties from the collateral pool of a secured loan in conjunction with a $97.0 million prepayment during the year ended December 31, 2017. 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 June 30, 2018. Debt Maturities As of June 30, 2018 and December 31, 2017, the Company had accrued interest of $35.4 million and $35.9 million outstanding, respectively. As of June 30, 2018, scheduled amortization and maturities of the Company’s outstanding debt obligations were as follows: Year ending December 31, 2018 (remaining six months) $ 8,762 2019 618,679 2020 672,695 2021 686,225 2022 500,000 Thereafter 3,025,453 Total debt maturities 5,511,814 Net unamortized premiums and discounts (51 ) Net unamortized debt issuance costs (28,409 ) Total debt obligations, net $ 5,483,354 |
Fair Value Disclosures
Fair Value Disclosures | 6 Months Ended |
Jun. 30, 2018 | |
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: June 30, 2018 December 31, 2017 Carrying Amounts Fair Value Carrying Amounts Fair Value Secured loans $ 905,760 $ 934,976 $ 917,945 $ 963,702 Notes payable 3,185,086 3,122,331 3,182,492 3,224,877 Unsecured Credit Facility and term loans 1,392,508 1,400,961 1,575,801 1,586,206 Total debt obligations, net $ 5,483,354 $ 5,458,268 $ 5,676,238 $ 5,774,785 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 a discounted cash flow analysis, with assumptions that include credit spreads, estimated property values, loan amounts and maturity dates. Based on these inputs, the Company has 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. Recurring Fair Value The Company’s marketable securities and interest rate derivatives are measured and recognized at fair value on a recurring basis. The valuations of the Company’s marketable securities are based primarily on publicly traded market values in active markets and are classified within Level 1 or 2 of the fair value hierarchy. See Note 6 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 and recognized at fair value on a recurring basis: Fair Value Measurements as of June 30, 2018 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) $ 31,226 $ 5,979 $ 25,247 $ — Interest rate derivatives $ 28,612 $ — $ 28,612 $ — Fair Value Measurements as of December 31, 2017 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) $ 28,006 $ 725 $ 27,281 $ — Interest rate derivatives $ 24,420 $ — $ 24,420 $ — (1) As of June 30, 2018 and December 31, 2017, marketable securities included $0.2 million of net unrealized losses. As of June 30, 2018, the contractual maturities of the Company’s marketable securities are within the next five years. Non-Recurring Fair Value On a non-recurring basis, the Company evaluates the carrying value of its properties when events or changes in circumstances indicate that the carrying value may not be recoverable. Fair value is determined by purchase price offers, market comparable data, third party appraisals or by discounted cash flow analysis. The cash flows utilized in such analyses are comprised of unobservable inputs which include forecasted rental revenue and expenses based upon market conditions and future expectations. Capitalization rates and discount rates utilized in these models are based upon unobservable rates that we believe to be within a reasonable range of current market rates for the respective properties. Based on these inputs, the Company has determined that the valuations of these properties are classified within Level 3 of the fair value hierarchy. The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a non-recurring basis. The table includes information related to properties that were remeasured to fair value as a result of impairment testing during the six months ended June 30, 2018 and during the year ended December 31, 2017, excluding the properties sold prior to June 30, 2018 and December 31, 2017, respectively: Fair Value Measurements as of June 30, 2018 Balance Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Impairment of Real Estate Assets Assets: Properties (1)(2)(3) $ 30,344 $ — $ — $ 30,344 $ 14,886 Fair Value Measurements as of December 31, 2017 Balance Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Impairment of Real Estate Assets Assets: Properties (4)(5)(6) $ 73,303 $ — $ — $ 73,303 $ 17,195 (1) Excludes properties disposed of prior to June 30, 2018. (2) The carrying value of properties remeasured to fair value based upon offers from third party buyers during the six months ended June 30, 2018 includes: (i) $16.8 million related to County Line Plaza, (ii) $6.9 million related to Dover Park Plaza, (iii) $2.7 million related to a parcel at Elk Grove Town Center, and (iv) $1.0 million related to Mount Carmel Plaza. (3) The carrying value of properties remeasured to fair value based upon a discounted cash flow analysis during the six months ended June 30, 2018 includes $2.9 million related to Skyway Plaza. The capitalization rate of 9.3% and discount rate of 10.4% which were utilized in the discounted cash flow analysis were based upon unobservable rates that the Company believes to be within a reasonable range of current market rates for the investment. (4) Excludes properties disposed of prior to December 31, 2017. (5) The carrying value of properties remeasured to fair value based upon offers from third party buyers during the year ended December 31, 2017 includes: (i) $46.9 million related to The Manchester Collection, (ii) $2.4 million related to Fashion Square, and (iii) $14.3 million related to Crossroads Centre. (6) The carrying value of properties remeasured to fair value based upon a discounted cash flow analysis during the year ended December 31, 2017 includes: (i) $7.8 million related to The Plaza at Salmon Run and (ii) $1.9 million related to Smith’s. The capitalization rates (ranging from 7.0% to 8.5% ) and discount rates (ranging from 7.9% to 9.5% ) which were utilized in the discounted cash flow analyses were based upon unobservable rates that the Company believes to be within a reasonable range of current market rates for each respective investment. |
Equity and Capital
Equity and Capital | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Equity and Capital | Equity and Capital Share Repurchase Program In December 2017, the Board of Directors authorized a share repurchase program for up to $400.0 million of the Company’s common stock. The program is scheduled to expire on December 5, 2019, unless extended by the Board of Directors. During the six months ended June 30, 2018, the Company repurchased approximately 2.2 million shares of common stock under the program at an average price per share of $15.36 for a total of approximately $33.2 million . The Company incurred commissions of less than $0.1 million in conjunction with the program for the six months ended June 30, 2018. Common Stock In connection with the vesting of restricted stock units (“RSUs”) under the Company’s equity-based compensation plan, the Company withholds shares to satisfy statutory minimum tax withholding obligations. During the six months ended June 30, 2018 and 2017, the Company withheld 0.1 million shares. Dividends and Distributions During the three months ended June 30, 2018 and 2017, the Company declared common stock dividends and OP Unit distributions of $0.275 per share/unit and $0.260 per share/unit, respectively. As of June 30, 2018 and December 31, 2017, the Company had declared but unpaid common stock dividends and OP Unit distributions of $85.1 million and $85.6 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 June 30, 2018, the Parent Company beneficially owned, through its direct and indirect interest in BPG Sub and the General Partner, 100.0% of the outstanding OP Units. During the six months ended June 30, 2017, the Company exchanged 0.4 million shares of the Company’s common stock for an equal number of outstanding OP Units held by certain members of the Parent Company's current and former management. |
Stock Based Compensation
Stock Based Compensation | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Based Compensation | Stock Based Compensation 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 RSUs, OP Units, performance awards and other stock-based awards. During the six months ended June 30, 2018 and the year ended December 31, 2017, the Company granted RSUs to certain employees. The RSUs are divided into multiple tranches, which are all subject to service-based vesting conditions. Certain tranches are also subject to performance-based or market-based vesting conditions, which contain a threshold, target, and maximum number of units which can be earned. The number of units actually earned for each tranche is determined based on performance during a specified performance period. Tranches that only have a service-based component can only earn a target number of units. The aggregate number of RSUs granted, assuming that the target level of performance is achieved, was 0.8 million and 0.6 million for the six months ended June 30, 2018 and year ended December 31, 2017, respectively, with vesting periods ranging from one to five years. For the performance-based and service-based RSUs granted under the Plan, fair value is based on the Company grant date stock price. For the market-based RSUs granted during the six months ended June 30, 2018 and year ended December 31, 2017, the Company calculated the grant date fair values per unit using a Monte Carlo simulation based on the probability of satisfying the market performance hurdles over the remainder of the performance period based on the Company’s historical common stock performance relative to the other companies within the FTSE NAREIT Equity Shopping Centers Index as well as the following significant assumptions: (i) volatility of 29.0% to 32.0% and 22.0% to 23.0% , respectively; (ii) a weighted average risk-free interest rate of 2.43% to 2.53% and 1.20% to 1.41% , respectively; and (iii) the Company’s weighted average common stock dividend yield of 5.6% and 4.0% to 4.6% , respectively. During the three months ended June 30, 2018 and 2017, the Company recognized $2.8 million of equity compensation expense. During the six months ended June 30, 2018 and 2017, the Company recognized $5.3 million and $5.0 million of equity compensation expense, respectively. These amounts are included in General and administrative expense in the Company’s unaudited Condensed Consolidated Statements of Operations. As of June 30, 2018, the Company had $17.4 million of total unrecognized compensation expense related to unvested stock compensation expected to be recognized over a weighted average period of approximately 2.3 years. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2018 | |
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 any 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 stockholders have rights to receive non-forfeitable dividends. 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. Unvested RSUs are not allocated net losses and/or any excess of dividends declared over net income, as such amounts are allocated entirely to the Company's common stock. The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three and six months ended June 30, 2018 and 2017 (dollars in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Computation of Basic Earnings Per Share: Net income $ 80,362 $ 75,438 $ 141,384 $ 147,093 Net income attributable to non-controlling interests — — — (76 ) Non-forfeitable dividends on unvested restricted shares (90 ) (10 ) (139 ) (21 ) Preferred stock dividends — (39 ) — (39 ) Net income attributable to the Company’s common stockholders for basic earnings per share $ 80,272 $ 75,389 $ 141,245 $ 146,957 Weighted average number shares outstanding – basic 302,776 304,914 303,468 304,743 Basic earnings per share attributable to the Company’s common stockholders: Net income $ 0.27 $ 0.25 $ 0.47 $ 0.48 Computation of Diluted Earnings Per Share: Net income attributable to the Company’s common stockholders for basic earnings per share $ 80,272 $ 75,389 $ 141,245 $ 146,957 Allocation of net income to dilutive convertible non-controlling interests — — — 76 Net income attributable to the Company’s common stockholders for diluted earnings per share $ 80,272 $ 75,389 $ 141,245 $ 147,033 Weighted average shares outstanding – basic 302,776 304,914 303,468 304,743 Effect of dilutive securities: Conversion of OP Units — — — 157 Equity awards 158 201 146 225 Weighted average shares outstanding – diluted 302,934 305,115 303,614 305,125 Diluted earnings per share attributable to the Company’s common stockholders: Net income $ 0.26 $ 0.25 $ 0.47 $ 0.48 |
Earnings per Unit
Earnings per Unit | 6 Months Ended |
Jun. 30, 2018 | |
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 any 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 stockholders have rights to receive non-forfeitable dividends. 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. Unvested RSUs are not allocated net losses and/or any excess of dividends declared over net income, as such amounts are allocated entirely to the Company's common stock. The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three and six months ended June 30, 2018 and 2017 (dollars in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Computation of Basic Earnings Per Share: Net income $ 80,362 $ 75,438 $ 141,384 $ 147,093 Net income attributable to non-controlling interests — — — (76 ) Non-forfeitable dividends on unvested restricted shares (90 ) (10 ) (139 ) (21 ) Preferred stock dividends — (39 ) — (39 ) Net income attributable to the Company’s common stockholders for basic earnings per share $ 80,272 $ 75,389 $ 141,245 $ 146,957 Weighted average number shares outstanding – basic 302,776 304,914 303,468 304,743 Basic earnings per share attributable to the Company’s common stockholders: Net income $ 0.27 $ 0.25 $ 0.47 $ 0.48 Computation of Diluted Earnings Per Share: Net income attributable to the Company’s common stockholders for basic earnings per share $ 80,272 $ 75,389 $ 141,245 $ 146,957 Allocation of net income to dilutive convertible non-controlling interests — — — 76 Net income attributable to the Company’s common stockholders for diluted earnings per share $ 80,272 $ 75,389 $ 141,245 $ 147,033 Weighted average shares outstanding – basic 302,776 304,914 303,468 304,743 Effect of dilutive securities: Conversion of OP Units — — — 157 Equity awards 158 201 146 225 Weighted average shares outstanding – diluted 302,934 305,115 303,614 305,125 Diluted earnings per share attributable to the Company’s common stockholders: Net income $ 0.26 $ 0.25 $ 0.47 $ 0.48 |
Brixmor Operating Partnership LP | |
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 unitholders, including any 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 unitholders have rights to receive non-forfeitable dividends. 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 common units. Unvested RSUs 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. The following table provides a reconciliation of the numerator and denominator of the earnings per unit calculations for the three and six months ended June 30, 2018 and 2017 (dollars in thousands, except per unit data): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Computation of Basic Earnings Per Unit: Net income attributable to Brixmor Operating Partnership LP $ 80,362 $ 75,438 $ 141,384 $ 147,093 Non-forfeitable dividends on unvested restricted units (90 ) (10 ) (139 ) (21 ) Net income attributable to the Operating Partnership’s common units for basic earnings per unit $ 80,272 $ 75,428 $ 141,245 $ 147,072 Weighted average number common units outstanding – basic 302,776 304,914 303,468 304,900 Basic earnings per unit attributable to the Operating Partnership’s common units: Net income $ 0.27 $ 0.25 $ 0.47 $ 0.48 Computation of Diluted Earnings Per Unit: Net income attributable to the Operating Partnership’s common units for diluted earnings per unit $ 80,272 $ 75,428 $ 141,245 $ 147,072 Weighted average common units outstanding – basic 302,776 304,914 303,468 304,900 Effect of dilutive securities: Equity awards 158 201 146 225 Weighted average common units outstanding – diluted 302,934 305,115 303,614 305,125 Diluted earnings per unit attributable to the Operating Partnership’s common units: Net income $ 0.26 $ 0.25 $ 0.47 $ 0.48 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
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 Chief Accounting Officer and Treasurer, 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. A new Chief Accounting Officer was appointed effective March 8, 2017. Prior to the Company’s February 8, 2016 announcement, the Company voluntarily reported these matters to the SEC. As a result, the SEC and the United States Attorney’s Office for the Southern District of New York are conducting investigations of certain aspects of the Company’s financial reporting and accounting for prior periods and the Company is cooperating fully. On December 13, 2017, the United States District Court for the Southern District of New York granted final approval of the settlement of the previously disclosed putative securities class action complaint filed in March 2016 by the Westchester Putnam Counties Heavy & Highway Laborers Local 60 Benefit Funds related to the review conducted by the Audit Committee of the Board of Directors. Pursuant to the approved settlement, without any admission of liability, the Company will pay $28.0 million to settle the claims. This amount is within the coverage amount of the Company’s applicable insurance policies and has been funded into escrow by the insurance carriers. The settlement provides for the release of, among others, the Company, its subsidiaries, and their respective current and former officers, directors and employees from the claims that were or could have been asserted in the class action litigation. During the six months ended June 30, 2018, $8.5 million of the settlement amount was released from escrow per the court approved settlement agreement for the payment of plaintiff’s legal fees. The remaining settlement balance of $19.5 million remains in escrow pending final class distribution. As of June 30, 2018, the $19.5 million amount is included in Accounts payable, accrued expenses and other liabilities in the Company’s unaudited Condensed Consolidated Balance Sheets. Because the settlement amount is within the coverage amount of the Company’s applicable insurance policies, the Company accrued a receivable of $19.5 million as of June 30, 2018. This amount is included in Accounts receivable, net in the Company’s unaudited Condensed Consolidated Balance Sheets. As previously disclosed, certain institutional investors elected to opt out of the class action settlement and accordingly were not bound by the release and will not receive any of the class action settlement proceeds. On June 20, 2018, the Company and the former officers referenced above were named as defendants in a complaint filed by all remaining equity opt out investors in the Supreme Court for the State of New York in New York County. The Complaint, captioned Cohen & Steers Global Realty Shares, Inc., et al v. Brixmor Property Group Inc., et al. (Case No. 653091/2018), was filed on behalf of thirteen commonly managed investment funds that opted out of the federal class action settlement, and asserts fraud claims under New York law. The claims are based on the facts described in the Company’s February 8, 2016 press release and Form 8-K. 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 that it operates and enters into office leases for administrative space. During the three months ended June 30, 2018 and 2017, the Company recognized rent expense associated with these leases of $1.8 million . During the six months ended June 30, 2018 and 2017, the Company recognized rent expense associated with these leases of $3.5 million and $3.7 million , respectively. Minimum annual rental commitments associated with these leases during the next five years and thereafter are as follows: Year ending December 31, 2018 (remaining six months) $ 3,654 2019 7,252 2020 7,265 2021 7,473 2022 7,547 Thereafter 73,966 Total minimum annual rental commitments $ 107,157 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 | 6 Months Ended |
Jun. 30, 2018 | |
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 in relation to the leasing and management of its and/or its related parties’ real estate assets. As of June 30, 2018 and December 31, 2017, there were no material receivables from or payables to related parties. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In preparing the unaudited Condensed Consolidated Financial Statements, the Company has evaluated events and transactions occurring after June 30, 2018 for recognition or disclosure purposes. Based on this evaluation, there were no subsequent events from June 30, 2018 through the date the financial statements were issued. |
Nature of Business and Financ25
Nature of Business and Financial Statement Presentation (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Brixmor Property Group Inc. and subsidiaries (collectively, the “Parent Company”) is an internally-managed real estate investment trust (“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 redevelopment 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 one of the largest open air retail portfolios by gross leasable area (“GLA”) in the United States (“U.S.”), comprised primarily of community and neighborhood shopping centers. As of June 30, 2018, the Company’s portfolio was comprised of 471 shopping centers totaling approximately 80 million square feet of gross leasable area (the “Portfolio”). In addition, the Company has one land parcel currently under development. The Company’s high quality national Portfolio is primarily located within established trade areas in the top 50 Metropolitan Statistical Areas, and our shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers. The Company does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company 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, 2017 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 12, 2018. Certain prior period balances in the accompanying unaudited Condensed Consolidated Statements of Cash Flows have been reclassified to conform to the current period presentation for the adoption of Accounting Standards Update (“ASU”) 2016-15, “ Statement of Cash Flows (Topic 230). ” |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Parent Company, the Operating Partnership, each of their wholly owned subsidiaries and all other entities in which they have a controlling financial interest. The portions of consolidated entities not owned by the Parent Company and the Operating Partnership are presented as non-controlling interests as of and during the periods presented. All intercompany transactions have been eliminated. |
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 to its stockholders at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains. 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 U.S. federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under the Code. The Parent Company conducts substantially all of its operations through the Operating Partnership which is organized as a limited partnership and treated as a pass-through entity for U.S. federal tax purposes. Therefore, U.S. federal income taxes on the Company's taxable income do not materially impact the unaudited Condensed Consolidated Financial Statements of the Company. If the Parent Company fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal taxes at regular corporate rates (including any applicable alternative minimum tax for tax years beginning before December 31, 2017) and may not be able to qualify as a REIT for four subsequent taxable years. Even if the Parent Company qualifies for taxation as a REIT, the Company is subject to certain state and local taxes on its income and property, and to U.S. federal income and excise taxes on its undistributed taxable income. The Company has elected to treat certain of its subsidiaries as taxable REIT subsidiaries (“TRS”), and the Company may in the future elect to treat newly formed and/or existing subsidiaries as TRSs. A TRS may participate in non-real estate-related activities and/or perform non-customary services for tenants and are subject to certain limitations under the Code. A TRS is subject to U.S. federal and state income taxes. Income taxes related to the Company’s TRSs do not materially impact the unaudited Condensed Consolidated Financial Statements of the Company. The Company has considered the tax positions taken for the open 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 June 30, 2018 and December 31, 2017. Open tax years generally range from 2014 through 2017, but may vary by jurisdiction and issue. |
New Accounting Pronouncements | New Accounting Pronouncements In August 2017, the FASB issued ASU 2017-12, “ Derivatives and Hedging (Topic 815) .” ASU 2017-12 amends guidance to more closely align the results of cash flow and fair value hedge accounting with risk management activities through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results in the financial statements. ASU 2017-12 was early adopted by the Company on January 1, 2018. The Company determined that these changes did not have a material impact on the unaudited Condensed Consolidated Financial Statements of the Company. In May 2017, the FASB issued ASU 2017-09, “ Compensation - Stock Compensation (Topic 718) .” ASU 2017-09 clarifies guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The standard became effective for the Company on January 1, 2018. The Company determined that these changes did not have a material impact on the unaudited Condensed Consolidated Financial Statements of the Company. In February 2017, the FASB issued ASU 2017-05, “ Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance.” ASU 2017-05 focuses on recognizing gains and losses from the transfer of nonfinancial assets with noncustomers. It provides guidance as to the definition of an “in substance nonfinancial asset,” and provides guidance for sales of real estate, including partial sales. The standard became effective for the Company on January 1, 2018 in conjunction with ASU 2014-09 and the Company applied the same transition method as ASU 2014-09. The Company did not record any cumulative adjustment in connection with the adoption of the new pronouncement. The Company determined that these changes did not have a material impact on the unaudited Condensed Consolidated Financial Statements of the Company. In August 2016, the FASB issued ASU 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 became effective for the Company on January 1, 2018. The Company determined that these changes did not have a material impact 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 recognize 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 pronouncement requires a modified retrospective method of adoption and is effective on January 1, 2019, with early adoption permitted. The Company will continue to evaluate the effect the adoption of ASU 2016-02 will have on the unaudited Condensed Consolidated Financial Statements of the Company. However, the Company currently believes that the adoption of ASU 2016-02 will not have a material impact for operating leases where it is a lessor and will continue to record revenues from rental properties for its operating leases on a straight-line basis. However, for leases where the Company is a lessee, primarily for the Company’s ground leases and administrative office leases, the Company will be required to record a lease liability and a right of use asset on its unaudited Condensed Consolidated Balance Sheets at fair value upon adoption. In addition, direct internal leasing overhead costs will continue to be capitalized, however, indirect internal leasing overhead costs previously capitalized will be expensed under ASU 2016-02. In May 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers (Topic 606). ” ASU 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 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 non-financial 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. The pronouncement allows either a full or modified retrospective method of adoption. The standard became effective for the Company on January 1, 2018 and the Company elected the modified retrospective approach of adoption, which requires a cumulative adjustment as of the date of the adoption, if applicable. The Company did not record any such cumulative adjustment in connection with the adoption of the new pronouncement. Substantially all of the Company’s tenant-related revenue is recognized pursuant to lease agreements and is out of the scope of ASU 2014-09 and falls instead under ASU 2016-02, which is discussed above and will not be effective until January 1, 2019. As a result, the Company determined that ASU 2014-09 did not have a material impact on the process for, timing of, and presentation and disclosure of revenue recognition from contracts with tenants and other customers. 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) | 6 Months Ended |
Jun. 30, 2018 | |
Real Estate [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | During the six months ended June 30, 2018, the Company acquired the following assets, in separate transactions: Description (1) Location Month Acquired GLA Aggregate Purchase Price Land adjacent to Arborland Center Ann Arbor, MI Jun-18 N/A $ 5,554 Outparcel adjacent to Lehigh Shopping Center Bethlehem, PA Jun-18 12,739 1,899 12,739 $ 7,453 (1) No debt was assumed related to any of the listed acquisitions. During the six months ended June 30, 2017, the Company acquired the following assets, in separate transactions: Description (1) Location Month Acquired GLA Aggregate Purchase Price Outparcel building adjacent to Annex of Arlington Arlington Heights, IL Feb-17 5,760 $ 1,006 Outparcel adjacent to Northeast Plaza Atlanta, GA Feb-17 N/A 1,537 Arborland Center Ann Arbor, MI Mar-17 403,536 102,268 Building adjacent to Preston Park Plano, TX Apr-17 31,080 4,015 Outparcel building adjacent to Cobblestone Village St. Augustine, FL May-17 4,403 1,306 Outparcel adjacent to Wynnewood Village Dallas, TX May-17 N/A 1,658 444,779 $ 111,790 (1) No debt was assumed related to any of the listed acquisitions. |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The aggregate purchase price of the assets acquired during the six months ended June 30, 2018 and 2017, respectively, has been allocated as follows: Six Months Ended June 30, Assets 2018 2017 Land $ 5,554 $ 19,240 Buildings 1,431 75,286 Building and tenant improvements 238 9,177 Above-market leases (1) — 2,381 In-place leases (2) 304 8,608 Total assets 7,527 114,692 Liabilities Below-market leases (3) 74 2,902 Other liabilities — — Total liabilities 74 2,902 Net assets acquired $ 7,453 $ 111,790 (1) The weighted average amortization period at the time of acquisition for above-market leases related to assets acquired during the six months ended June 30, 2017 was 5.0 years. (2) The weighted average amortization period at the time of acquisition for in-place leases related to assets acquired during the six months ended June 30, 2018 and 2017 was 4.8 years and 6.6 years, respectively. (3) The weighted average amortization period at the time of acquisition for below-market leases related to assets acquired during the six months ended June 30, 2018 and 2017 was 4.8 years and 16.7 years, respectively. |
Real Estate (Tables)
Real Estate (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Real Estate [Abstract] | |
Schedule of real estate properties | The Company’s components of Real estate, net consisted of the following: June 30, 2018 December 31, 2017 Land $ 1,928,473 $ 1,984,309 Buildings and improvements: Buildings and tenant improvements (1) 7,989,715 8,145,085 Lease intangibles (2) 737,391 792,097 10,655,579 10,921,491 Accumulated depreciation and amortization (3) (2,402,498 ) (2,361,070 ) Total $ 8,253,081 $ 8,560,421 (1) As of June 30, 2018 and December 31, 2017, Buildings and tenant improvements included accrued amounts of $ 22.1 million and $ 22.8 million , respectively, related to construction in progress, net of any anticipated insurance proceeds. (2) As of June 30, 2018 and December 31, 2017, Lease intangibles consisted of $665.4 million and $715.1 million , respectively, of in-place leases and $72.0 million and $77.0 million , respectively, of above-market leases. These intangible assets are amortized over the term of each related lease. (3) As of June 30, 2018 and December 31, 2017, Accumulated depreciation and amortization included $603.9 million and $629.1 million , respectively, of accumulated amortization related to Lease intangibles. |
Schedule of expected net amortization expense associated with intangible assets and liabilities | The Company’s estimated below-market lease accretion income, net of above-market lease amortization expense, and in-place lease amortization expense for the next five years are as follows: Year ending December 31, Below-market lease accretion (income), net of above-market lease amortization In-place lease amortization expense 2018 (remaining six months) $ (11,025 ) $ 15,535 2019 (19,345 ) 25,812 2020 (15,739 ) 19,076 2021 (12,948 ) 13,639 2022 (10,737 ) 10,163 |
Impairments (Tables)
Impairments (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Impairment of Real Estate [Abstract] | |
Schedule of Impairments | The Company recognized the following impairments during the three months ended June 30, 2018: Three Months Ended June 30, 2018 Property Name (1) Location GLA Impairment Charge County Line Plaza Jackson, MS 221,127 $ 10,181 Roundtree Place (2) Ypsilanti, MI 246,620 545 Parcel at Elk Grove Town Center Elk Grove Village, IL 72,385 519 Dover Park Plaza Yardville, NJ 56,638 438 Southland Shopping Plaza (2) Toledo, OH 285,278 135 Mount Carmel Plaza Glenside, PA 14,504 109 896,552 $ 11,927 (1) The Company recognized impairment charges based upon a change in the estimated hold period of these properties in connection with the Company’s capital recycling program. (2) The Company disposed of this property during the three months ended June 30, 2018. The Company recognized the following impairments during the six months ended June 30, 2018: Six Months Ended June 30, 2018 Property Name (1) Location GLA Impairment Charge County Line Plaza Jackson, MS 221,127 $ 10,181 Southland Shopping Plaza (2) Toledo, OH 285,278 7,077 Roundtree Place (2) Ypsilanti, MI 246,620 4,317 Skyway Plaza St. Petersburg, FL 110,799 3,639 Pensacola Square (2) Pensacola, FL 142,767 1,345 Parcel at Elk Grove Town Center Elk Grove Village, IL 72,385 519 Dover Park Plaza Yardville, NJ 56,638 438 Crossroads Centre (2) Fairview Heights, IL 242,752 204 Mount Carmel Plaza Glenside, PA 14,504 109 1,392,870 $ 27,829 (1) The Company recognized impairment charges based upon a change in the estimated hold period of these properties in connection with the Company’s capital recycling program. (2) The Company disposed of this property during the six months ended June 30, 2018. The Company recognized the following impairments during the three months ended June 30, 2017: Three Months Ended June 30, 2017 Property Name (1) Location GLA Impairment Charge The Manchester Collection Manchester, CT 342,247 $ 9,026 Renaissance Center East (2) Las Vegas, NV 144,216 1,606 486,463 $ 10,632 (1) The Company recognized impairment charges based upon a change in the estimated hold period of these properties in connection with the Company’s capital recycling program. (2) The Company disposed of this property during the year ended December 31, 2017. The Company recognized the following impairments during the six months ended June 30, 2017: Six Months Ended June 30, 2017 Property Name (1) Location GLA Impairment Charge The Manchester Collection Manchester, CT 342,247 $ 9,026 The Plaza at Salmon Run Watertown, NY 68,761 3,486 Smith’s Socorro, NM 48,000 2,200 Renaissance Center East (2) Las Vegas, NV 144,216 1,606 603,224 $ 16,318 (1) The Company recognized impairment charges based upon a change in the estimated hold period of these properties in connection with the Company’s capital recycling program. (2) The Company disposed of this property during the year ended December 31, 2017. |
Financial Instruments - Deriv29
Financial Instruments - Derivatives and Hedging (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of interest rate derivatives | Detail on the Company’s interest rate derivatives designated as cash flow hedges outstanding as of June 30, 2018 and December 31, 2017 is as follows: Number of Instruments Notional Amount June 30, 2018 December 31, 2017 June 30, 2018 December 31, 2017 Interest Rate Swaps 9 9 $ 1,400,000 $ 1,400,000 |
Schedule of derivative instruments in Statement of Financial Position, fair value | Detail on the Company’s fair value of interest rate derivatives on a gross and net basis as of June 30, 2018 and December 31, 2017, respectively, is as follows: Fair Value of Derivative Instruments Interest rate swaps classified as: June 30, 2018 December 31, 2017 Gross derivative assets $ 28,612 $ 24,420 Gross derivative liabilities — — Net derivative assets $ 28,612 $ 24,420 |
Schedule of Derivatives in Cash Flow Hedging Relationships | The effective portion of the Company’s interest rate swaps that was recognized in the Company’s unaudited Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2018 and 2017 is as follows: Derivatives in Cash Flow Hedging Relationships (Interest Rate Swaps) Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Change in unrealized gain (loss) on interest rate swaps $ 3,001 $ (2,821 ) $ 10,235 $ (664 ) Amortization (accretion) of interest rate swaps to interest expense (3,582 ) (270 ) (6,043 ) 192 Change in unrealized gain (loss) on interest rate swaps, net $ (581 ) $ (3,091 ) $ 4,192 $ (472 ) |
Debt Obligations (Tables)
Debt Obligations (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt obligations under various arrangements with financial institutions | As of June 30, 2018 and December 31, 2017, the Company had the following indebtedness outstanding: Carrying Value as of June 30, 2018 December 31, Stated Interest Rate (1) Scheduled Maturity Date Secured loans Secured loans (2)(3) $ 893,361 $ 902,717 4.40% – 6.50% 2020 – 2024 Net unamortized premium 12,472 15,321 Net unamortized debt issuance costs (73 ) (93 ) Total secured loans, net 905,760 917,945 Notes payable Unsecured notes (4) 3,218,453 3,218,453 3.25% – 7.97% 2022 – 2029 Net unamortized discount (12,523 ) (13,485 ) Net unamortized debt issuance costs (20,844 ) (22,476 ) Total notes payable, net 3,185,086 3,182,492 Unsecured Credit Facility and term loans Unsecured $600 Million Term Loan (5) 600,000 600,000 3.40% 2019 Unsecured Credit Facility (6) 500,000 685,000 3.35% 2021 Unsecured $300 Million Term Loan (7) 300,000 300,000 3.88% 2024 Net unamortized debt issuance costs (7,492 ) (9,199 ) Total Unsecured Credit Facility and term loans 1,392,508 1,575,801 Total debt obligations, net $ 5,483,354 $ 5,676,238 (1) The stated interest rates are as of June 30, 2018 and do not include the impact of the Company’s interest rate swap agreements (described below). (2) 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 June 30, 2018 of approximately $1.5 billion . (3) The weighted average stated interest rate on the Company’s secured loans was 6.16% as of June 30, 2018. (4) The weighted average stated interest rate on the Company’s unsecured notes was 3.81% as of June 30, 2018. (5) Effective November 1, 2016, the Company has in place two interest rate swap agreements that convert the variable interest rate on $200.0 million of the Company’s $600 million term loan agreement, as amended July 25, 2016, (the “$600 Million Term Loan”) to a fixed, combined interest rate of 0.82% (plus a spread of 140 bps) through July 31, 2018, and three interest rate swap agreements that convert the variable interest rate on $400.0 million of the $600 Million Term Loan to a fixed, combined interest rate of 0.88% (plus a spread of 140 bps) through March 18, 2019. (6) Effective November 1, 2016, the Company has in place 3 interest rate swap agreements that convert the variable interest rate on a $500.0 million term loan under the Company’s senior unsecured credit facility agreement, as amended July 25, 2016, (the “Unsecured Credit Facility”) to a fixed, combined interest rate of 1.11% (plus a spread of 135 bps) through July 30, 2021. (7) Effective July 28, 2017, the Company has in place one interest rate swap agreement that converts the variable interest rate on the Company's $300 million term loan agreement, as entered into July 28, 2017, (the "$300 Million Term Loan") to a fixed, combined interest rate of 0.82% (plus a spread of 190 bps) through July 31, 2018. |
Future expected/scheduled maturities of outstanding debt and capital lease obligations | As of June 30, 2018 and December 31, 2017, the Company had accrued interest of $35.4 million and $35.9 million outstanding, respectively. As of June 30, 2018, scheduled amortization and maturities of the Company’s outstanding debt obligations were as follows: Year ending December 31, 2018 (remaining six months) $ 8,762 2019 618,679 2020 672,695 2021 686,225 2022 500,000 Thereafter 3,025,453 Total debt maturities 5,511,814 Net unamortized premiums and discounts (51 ) Net unamortized debt issuance costs (28,409 ) Total debt obligations, net $ 5,483,354 |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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: June 30, 2018 December 31, 2017 Carrying Amounts Fair Value Carrying Amounts Fair Value Secured loans $ 905,760 $ 934,976 $ 917,945 $ 963,702 Notes payable 3,185,086 3,122,331 3,182,492 3,224,877 Unsecured Credit Facility and term loans 1,392,508 1,400,961 1,575,801 1,586,206 Total debt obligations, net $ 5,483,354 $ 5,458,268 $ 5,676,238 $ 5,774,785 |
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 and recognized at fair value on a recurring basis: Fair Value Measurements as of June 30, 2018 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) $ 31,226 $ 5,979 $ 25,247 $ — Interest rate derivatives $ 28,612 $ — $ 28,612 $ — Fair Value Measurements as of December 31, 2017 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) $ 28,006 $ 725 $ 27,281 $ — Interest rate derivatives $ 24,420 $ — $ 24,420 $ — (1) As of June 30, 2018 and December 31, 2017, marketable securities included $0.2 million of net unrealized losses. As of June 30, 2018, the contractual maturities of the Company’s marketable securities are within the next five years. |
Fair Value Measurements, Nonrecurring | The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a non-recurring basis. The table includes information related to properties that were remeasured to fair value as a result of impairment testing during the six months ended June 30, 2018 and during the year ended December 31, 2017, excluding the properties sold prior to June 30, 2018 and December 31, 2017, respectively: Fair Value Measurements as of June 30, 2018 Balance Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Impairment of Real Estate Assets Assets: Properties (1)(2)(3) $ 30,344 $ — $ — $ 30,344 $ 14,886 Fair Value Measurements as of December 31, 2017 Balance Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Impairment of Real Estate Assets Assets: Properties (4)(5)(6) $ 73,303 $ — $ — $ 73,303 $ 17,195 (1) Excludes properties disposed of prior to June 30, 2018. (2) The carrying value of properties remeasured to fair value based upon offers from third party buyers during the six months ended June 30, 2018 includes: (i) $16.8 million related to County Line Plaza, (ii) $6.9 million related to Dover Park Plaza, (iii) $2.7 million related to a parcel at Elk Grove Town Center, and (iv) $1.0 million related to Mount Carmel Plaza. (3) The carrying value of properties remeasured to fair value based upon a discounted cash flow analysis during the six months ended June 30, 2018 includes $2.9 million related to Skyway Plaza. The capitalization rate of 9.3% and discount rate of 10.4% which were utilized in the discounted cash flow analysis were based upon unobservable rates that the Company believes to be within a reasonable range of current market rates for the investment. (4) Excludes properties disposed of prior to December 31, 2017. (5) The carrying value of properties remeasured to fair value based upon offers from third party buyers during the year ended December 31, 2017 includes: (i) $46.9 million related to The Manchester Collection, (ii) $2.4 million related to Fashion Square, and (iii) $14.3 million related to Crossroads Centre. (6) The carrying value of properties remeasured to fair value based upon a discounted cash flow analysis during the year ended December 31, 2017 includes: (i) $7.8 million related to The Plaza at Salmon Run and (ii) $1.9 million related to Smith’s. The capitalization rates (ranging from 7.0% to 8.5% ) and discount rates (ranging from 7.9% to 9.5% ) which were utilized in the discounted cash flow analyses were based upon unobservable rates that the Company believes to be within a reasonable range of current market rates for each respective investment. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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 six months ended June 30, 2018 and 2017 (dollars in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Computation of Basic Earnings Per Share: Net income $ 80,362 $ 75,438 $ 141,384 $ 147,093 Net income attributable to non-controlling interests — — — (76 ) Non-forfeitable dividends on unvested restricted shares (90 ) (10 ) (139 ) (21 ) Preferred stock dividends — (39 ) — (39 ) Net income attributable to the Company’s common stockholders for basic earnings per share $ 80,272 $ 75,389 $ 141,245 $ 146,957 Weighted average number shares outstanding – basic 302,776 304,914 303,468 304,743 Basic earnings per share attributable to the Company’s common stockholders: Net income $ 0.27 $ 0.25 $ 0.47 $ 0.48 Computation of Diluted Earnings Per Share: Net income attributable to the Company’s common stockholders for basic earnings per share $ 80,272 $ 75,389 $ 141,245 $ 146,957 Allocation of net income to dilutive convertible non-controlling interests — — — 76 Net income attributable to the Company’s common stockholders for diluted earnings per share $ 80,272 $ 75,389 $ 141,245 $ 147,033 Weighted average shares outstanding – basic 302,776 304,914 303,468 304,743 Effect of dilutive securities: Conversion of OP Units — — — 157 Equity awards 158 201 146 225 Weighted average shares outstanding – diluted 302,934 305,115 303,614 305,125 Diluted earnings per share attributable to the Company’s common stockholders: Net income $ 0.26 $ 0.25 $ 0.47 $ 0.48 |
Earnings per Unit (Tables)
Earnings per Unit (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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 six months ended June 30, 2018 and 2017 (dollars in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Computation of Basic Earnings Per Share: Net income $ 80,362 $ 75,438 $ 141,384 $ 147,093 Net income attributable to non-controlling interests — — — (76 ) Non-forfeitable dividends on unvested restricted shares (90 ) (10 ) (139 ) (21 ) Preferred stock dividends — (39 ) — (39 ) Net income attributable to the Company’s common stockholders for basic earnings per share $ 80,272 $ 75,389 $ 141,245 $ 146,957 Weighted average number shares outstanding – basic 302,776 304,914 303,468 304,743 Basic earnings per share attributable to the Company’s common stockholders: Net income $ 0.27 $ 0.25 $ 0.47 $ 0.48 Computation of Diluted Earnings Per Share: Net income attributable to the Company’s common stockholders for basic earnings per share $ 80,272 $ 75,389 $ 141,245 $ 146,957 Allocation of net income to dilutive convertible non-controlling interests — — — 76 Net income attributable to the Company’s common stockholders for diluted earnings per share $ 80,272 $ 75,389 $ 141,245 $ 147,033 Weighted average shares outstanding – basic 302,776 304,914 303,468 304,743 Effect of dilutive securities: Conversion of OP Units — — — 157 Equity awards 158 201 146 225 Weighted average shares outstanding – diluted 302,934 305,115 303,614 305,125 Diluted earnings per share attributable to the Company’s common stockholders: Net income $ 0.26 $ 0.25 $ 0.47 $ 0.48 |
Brixmor Operating Partnership LP | |
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 six months ended June 30, 2018 and 2017 (dollars in thousands, except per unit data): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Computation of Basic Earnings Per Unit: Net income attributable to Brixmor Operating Partnership LP $ 80,362 $ 75,438 $ 141,384 $ 147,093 Non-forfeitable dividends on unvested restricted units (90 ) (10 ) (139 ) (21 ) Net income attributable to the Operating Partnership’s common units for basic earnings per unit $ 80,272 $ 75,428 $ 141,245 $ 147,072 Weighted average number common units outstanding – basic 302,776 304,914 303,468 304,900 Basic earnings per unit attributable to the Operating Partnership’s common units: Net income $ 0.27 $ 0.25 $ 0.47 $ 0.48 Computation of Diluted Earnings Per Unit: Net income attributable to the Operating Partnership’s common units for diluted earnings per unit $ 80,272 $ 75,428 $ 141,245 $ 147,072 Weighted average common units outstanding – basic 302,776 304,914 303,468 304,900 Effect of dilutive securities: Equity awards 158 201 146 225 Weighted average common units outstanding – diluted 302,934 305,115 303,614 305,125 Diluted earnings per unit attributable to the Operating Partnership’s common units: Net income $ 0.26 $ 0.25 $ 0.47 $ 0.48 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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, 2018 (remaining six months) $ 3,654 2019 7,252 2020 7,265 2021 7,473 2022 7,547 Thereafter 73,966 Total minimum annual rental commitments $ 107,157 |
Nature of Business and Financ35
Nature of Business and Financial Statement Presentation (Details) | Jun. 30, 2018ft²propertyProperty | Jun. 30, 2017ft² |
Nture of Oerations and Financial Statements Presentation [Line Items] | ||
GLA | 12,739 | 444,779 |
Shopping Center | ||
Nture of Oerations and Financial Statements Presentation [Line Items] | ||
Number of real estate properties | Property | 471 | |
GLA | 80,000,000 | |
Land Parcel | ||
Nture of Oerations and Financial Statements Presentation [Line Items] | ||
Number of real estate properties held through an unconsolidated joint venture | property | 1 | |
Parent Company | BPG Sub | ||
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 | 6 Months Ended | |
Jun. 30, 2018USD ($)ft² | Jun. 30, 2017USD ($)ft² | |
Business Acquisition [Line Items] | ||
GLA | ft² | 12,739 | 444,779 |
Aggregate Purchase Price | $ 7,453 | $ 111,790 |
Land adjacent to Arborland Center | ||
Business Acquisition [Line Items] | ||
Aggregate Purchase Price | $ 5,554 | |
Outparcel adjacent to Lehigh Shopping Center | ||
Business Acquisition [Line Items] | ||
GLA | ft² | 12,739 | |
Aggregate Purchase Price | $ 1,899 | |
Outparcel building adjacent to Annex of Arlington | ||
Business Acquisition [Line Items] | ||
GLA | ft² | 5,760 | |
Aggregate Purchase Price | $ 1,006 | |
Outparcel adjacent to Northeast Plaza | ||
Business Acquisition [Line Items] | ||
Aggregate Purchase Price | $ 1,537 | |
Arborland Center | ||
Business Acquisition [Line Items] | ||
GLA | ft² | 403,536 | |
Aggregate Purchase Price | $ 102,268 | |
Building adjacent to Preston Park | ||
Business Acquisition [Line Items] | ||
GLA | ft² | 31,080 | |
Aggregate Purchase Price | $ 4,015 | |
Outparcel building adjacent to Cobblestone Village | ||
Business Acquisition [Line Items] | ||
GLA | ft² | 4,403 | |
Aggregate Purchase Price | $ 1,306 | |
Outparcel adjacent to Wynnewood Village | ||
Business Acquisition [Line Items] | ||
Aggregate Purchase Price | $ 1,658 |
Acquisition of Real Estate (Pur
Acquisition of Real Estate (Purchase Price) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Above market leases | ||
Liabilities | ||
Amortization period | 5 years | |
In-place lease amortization expense | ||
Liabilities | ||
Amortization period | 4 years 9 months 18 days | 6 years 7 months 6 days |
Below market leases | ||
Liabilities | ||
Amortization period | 4 years 9 months 18 days | 16 years 8 months 12 days |
Acquired Properties | ||
Assets | ||
Land | $ 5,554 | $ 19,240 |
Buildings | 1,431 | 75,286 |
Building Improvements | 238 | 9,177 |
Above market rents | 0 | 2,381 |
In-place leases | 304 | 8,608 |
Total assets | 7,527 | 114,692 |
Liabilities | ||
Below market leases | 74 | 2,902 |
Other liabilities | 0 | 0 |
Total liabilities | 74 | 2,902 |
Net assets acquired | $ 7,453 | $ 111,790 |
Acquisition of Real Estate (Nar
Acquisition of Real Estate (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Real Estate Properties [Line Items] | |||
Acquisition related expenses | $ 0.3 | ||
Other | |||
Real Estate Properties [Line Items] | |||
Acquisition related expenses | 0.2 | ||
Buildings and tenant improvements | |||
Real Estate Properties [Line Items] | |||
Acquisition related expenses | $ 0.1 | $ 0.1 | $ 0.4 |
Dispositions and Assets Held 39
Dispositions and Assets Held for Sale (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018USD ($)propertyshopping_center | Jun. 30, 2017USD ($)land_parcelpropertyshopping_center | Jun. 30, 2018USD ($)land_parcelpropertyshopping_center | Jun. 30, 2017USD ($)land_parcelpropertyshopping_center | |
Schedule of Acquisitions and Dispositions [Line Items] | ||||
Gain on sale | $ 39,710 | $ 28,978 | ||
Real estate held-for-sale | $ 51,500 | $ 17,100 | $ 51,500 | $ 17,100 |
Disposed of by Sale | ||||
Schedule of Acquisitions and Dispositions [Line Items] | ||||
Number of shopping centers sold | shopping_center | 9 | 3 | 15 | 6 |
Number of partial shopping centers sold | shopping_center | 1 | 1 | ||
Number of outparcels sold | land_parcel | 2 | 1 | 2 | |
Proceeds from sale of property | $ 134,700 | $ 73,000 | $ 238,900 | $ 107,100 |
Gain on sale | 27,800 | $ 20,200 | 39,200 | $ 29,000 |
Provisions of impairment | $ 700 | 12,900 | ||
Disposed of by Sale | Previously Disposed Assets | ||||
Schedule of Acquisitions and Dispositions [Line Items] | ||||
Proceeds from sale of property | 500 | |||
Gain on sale | $ 500 | |||
Held-for-sale | ||||
Schedule of Acquisitions and Dispositions [Line Items] | ||||
Number of real estate properties | property | 6 | 1 | 6 | 1 |
Real Estate (Details)
Real Estate (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Real Estate Owned, Disclosure of Detailed Components [Abstract] | |||||
Land | $ 1,928,473 | $ 1,928,473 | $ 1,984,309 | ||
Building and tenant improvements | 7,989,715 | 7,989,715 | 8,145,085 | ||
Lease intangibles | 737,391 | 737,391 | 792,097 | ||
Real estate, gross | 10,655,579 | 10,655,579 | 10,921,491 | ||
Accumulated depreciation and amortization | (2,402,498) | (2,402,498) | (2,361,070) | ||
Real estate, net | 8,253,081 | 8,253,081 | 8,560,421 | ||
Accrued capital expenditures and tenant improvements | 22,100 | 22,800 | |||
Accumulated amortization | 603,900 | 603,900 | 629,100 | ||
Intangible liabilities relating to below-market leases | 426,200 | 426,200 | 463,300 | ||
Accumulated amortization on below-market leases | 274,700 | 274,700 | 281,500 | ||
Below-market lease intangible amortization | 8,000 | $ 7,600 | 14,800 | $ 15,400 | |
Amortization of intangible assets | 9,900 | $ 13,400 | 19,200 | $ 25,500 | |
In-place lease amortization expense | |||||
Real Estate Owned, Disclosure of Detailed Components [Abstract] | |||||
In-place lease value | 665,400 | 665,400 | 715,100 | ||
In-place lease amortization expense | |||||
2018 (remaining six months) | 15,535 | 15,535 | |||
2,019 | 25,812 | 25,812 | |||
2,020 | 19,076 | 19,076 | |||
2,021 | 13,639 | 13,639 | |||
2,022 | 10,163 | 10,163 | |||
Above market leases | |||||
Real Estate Owned, Disclosure of Detailed Components [Abstract] | |||||
Above market leases | 72,000 | 72,000 | $ 77,000 | ||
Below-market lease accretion (income), net of above-market lease amortization | |||||
Below-market lease accretion (income), net of above-market lease amortization | |||||
2018 (remaining six months) | (11,025) | (11,025) | |||
2,019 | (19,345) | (19,345) | |||
2,020 | (15,739) | (15,739) | |||
2,021 | (12,948) | (12,948) | |||
2,022 | $ (10,737) | $ (10,737) |
Impairments (Details)
Impairments (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018USD ($)ft² | Jun. 30, 2017USD ($)ft² | Jun. 30, 2018USD ($)ft² | Jun. 30, 2017USD ($)ft² | |
Real Estate Properties [Line Items] | ||||
GLA | ft² | 896,552 | 486,463 | 1,392,870 | 603,224 |
Impairment Charge | $ | $ 11,927 | $ 10,632 | $ 27,829 | $ 16,318 |
County Line Plaza | ||||
Real Estate Properties [Line Items] | ||||
GLA | ft² | 221,127 | 221,127 | ||
Impairment Charge | $ | $ 10,181 | $ 10,181 | ||
Roundtree Place | ||||
Real Estate Properties [Line Items] | ||||
GLA | ft² | 246,620 | 246,620 | ||
Impairment Charge | $ | $ 545 | $ 4,317 | ||
Parcel at Elk Grove Town Center | ||||
Real Estate Properties [Line Items] | ||||
GLA | ft² | 72,385 | 72,385 | ||
Impairment Charge | $ | $ 519 | $ 519 | ||
Dover Park Plaza | ||||
Real Estate Properties [Line Items] | ||||
GLA | ft² | 56,638 | 56,638 | ||
Impairment Charge | $ | $ 438 | $ 438 | ||
Southland Shopping Plaza | ||||
Real Estate Properties [Line Items] | ||||
GLA | ft² | 285,278 | 285,278 | ||
Impairment Charge | $ | $ 135 | $ 7,077 | ||
Mount Carmel Plaza | ||||
Real Estate Properties [Line Items] | ||||
GLA | ft² | 14,504 | 14,504 | ||
Impairment Charge | $ | $ 109 | $ 109 | ||
Skyway Plaza | ||||
Real Estate Properties [Line Items] | ||||
GLA | ft² | 110,799 | |||
Impairment Charge | $ | $ 3,639 | |||
Pensacola Square | ||||
Real Estate Properties [Line Items] | ||||
GLA | ft² | 142,767 | |||
Impairment Charge | $ | $ 1,345 | |||
Crossroads Centre | ||||
Real Estate Properties [Line Items] | ||||
GLA | ft² | 242,752 | |||
Impairment Charge | $ | $ 204 | |||
The Manchester Collection | ||||
Real Estate Properties [Line Items] | ||||
GLA | ft² | 342,247 | 342,247 | ||
Impairment Charge | $ | $ 9,026 | $ 9,026 | ||
Renaissance Center East(2) | ||||
Real Estate Properties [Line Items] | ||||
GLA | ft² | 144,216 | 144,216 | ||
Impairment Charge | $ | $ 1,606 | $ 1,606 | ||
The Plaza at Salmon Run | ||||
Real Estate Properties [Line Items] | ||||
GLA | ft² | 68,761 | |||
Impairment Charge | $ | $ 3,486 | |||
Smith’s | ||||
Real Estate Properties [Line Items] | ||||
GLA | ft² | 48,000 | |||
Impairment Charge | $ | $ 2,200 |
Financial Instruments - Deriv42
Financial Instruments - Derivatives and Hedging (Notional Amount) (Details) | 6 Months Ended | |
Jun. 30, 2018USD ($)derivative_instrument | Dec. 31, 2017USD ($)derivative_instrument | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Amount expected to be reclassified from accumulated other comprehensive loss in the next twelve months | $ 11,200,000 | |
Interest Rate Swap | Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Number of Instruments | derivative_instrument | 9 | 9 |
Notional Amount | $ 1,400,000,000 | $ 1,400,000,000 |
Financial Instruments - Deriv43
Financial Instruments - Derivatives and Hedging (Fair Value) (Details) - Interest Rate Swap - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Derivatives, Fair Value [Line Items] | ||
Gross derivative assets | $ 28,612 | $ 24,420 |
Gross derivative liabilities | 0 | 0 |
Net derivative assets | $ 28,612 | $ 24,420 |
Financial Instruments - Deriv44
Financial Instruments - Derivatives and Hedging (Cash Flow Hedging Relationship) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Change in unrealized gain (loss) on interest rate swaps | $ 3,001 | $ (2,821) | $ 10,235 | $ (664) |
Amortization (accretion) of interest rate swaps to interest expense | (3,582) | (270) | (6,043) | 192 |
Change in unrealized gain (loss) on interest rate swaps, net | $ (581) | $ (3,091) | $ 4,192 | $ (472) |
Debt Obligations (Shedule of De
Debt Obligations (Shedule of Debt) (Details) | 6 Months Ended | |
Jun. 30, 2018USD ($)derivative_instrument | Dec. 31, 2017USD ($)derivative_instrument | |
Debt obligations under various arrangements with financial institutions | ||
Long-term debt | $ 5,511,814,000 | |
Net unamortized debt issuance costs | (28,409,000) | |
Total debt obligations | 5,483,354,000 | $ 5,676,238,000 |
Collateral carrying value | $ 1,500,000,000 | |
Interest Rate Swap | Designated as Hedging Instrument | ||
Debt obligations under various arrangements with financial institutions | ||
Number of Instruments | derivative_instrument | 9 | 9 |
Notional Amount | $ 1,400,000,000 | $ 1,400,000,000 |
Term Loan | Unsecured $600M Term Loan | 200.0 Million Interest Rate Swaps | ||
Debt obligations under various arrangements with financial institutions | ||
Stated spread rate | 1.40% | |
Effective percentage | 0.82% | |
Term Loan | Unsecured $600M Term Loan | 200.0 Million Interest Rate Swaps | Designated as Hedging Instrument | ||
Debt obligations under various arrangements with financial institutions | ||
Number of Instruments | derivative_instrument | 2 | |
Term Loan | Unsecured $600M Term Loan | 400.0 Million Interest Rate Swaps | ||
Debt obligations under various arrangements with financial institutions | ||
Stated spread rate | 1.40% | |
Effective percentage | 0.88% | |
Term Loan | Unsecured $600M Term Loan | 400.0 Million Interest Rate Swaps | Designated as Hedging Instrument | ||
Debt obligations under various arrangements with financial institutions | ||
Number of Instruments | derivative_instrument | 3 | |
Term Loan | Unsecured $300M Term Loan | ||
Debt obligations under various arrangements with financial institutions | ||
Stated spread rate | 1.90% | |
Effective percentage | 0.82% | |
Term Loan | Unsecured $300M Term Loan | Interest Rate Swap | Designated as Hedging Instrument | ||
Debt obligations under various arrangements with financial institutions | ||
Number of Instruments | derivative_instrument | 1 | |
Term Loan | Term Loan, Expires 07/31/2021 | Interest Rate Swap | Designated as Hedging Instrument | ||
Debt obligations under various arrangements with financial institutions | ||
Number of Instruments | derivative_instrument | 3 | |
Secured Debt | ||
Debt obligations under various arrangements with financial institutions | ||
Long-term debt | $ 893,361,000 | 902,717,000 |
Net unamortized premiums and discounts | 12,472,000 | 15,321,000 |
Net unamortized debt issuance costs | (73,000) | (93,000) |
Long-term Debt | $ 905,760,000 | 917,945,000 |
Weighted average fixed interest rate | 6.16% | |
Secured Debt | Minimum | ||
Debt obligations under various arrangements with financial institutions | ||
Stated percentage | 4.40% | |
Secured Debt | Maximum | ||
Debt obligations under various arrangements with financial institutions | ||
Stated percentage | 6.50% | |
Unsecured Debt | ||
Debt obligations under various arrangements with financial institutions | ||
Long-term debt | $ 3,218,453,000 | 3,218,453,000 |
Net unamortized debt issuance costs | (20,844,000) | (22,476,000) |
Net unamortized discount | (12,523,000) | (13,485,000) |
Long-term Debt | $ 3,185,086,000 | 3,182,492,000 |
Weighted average fixed interest rate | 3.81% | |
Unsecured Debt | Minimum | ||
Debt obligations under various arrangements with financial institutions | ||
Stated percentage | 3.25% | |
Unsecured Debt | Maximum | ||
Debt obligations under various arrangements with financial institutions | ||
Stated percentage | 7.97% | |
Unsecured Debt | Unsecured Credit Facility | ||
Debt obligations under various arrangements with financial institutions | ||
Long-term debt | $ 500,000,000 | 685,000,000 |
Stated percentage | 3.35% | |
Unsecured Debt | Term Loan | ||
Debt obligations under various arrangements with financial institutions | ||
Stated spread rate | 1.35% | |
Unsecured Debt | Term Loan | Unsecured $600M Term Loan | ||
Debt obligations under various arrangements with financial institutions | ||
Long-term debt | $ 600,000,000 | 600,000,000 |
Stated percentage | 3.40% | |
Term loan face amount | $ 600,000,000 | |
Unsecured Debt | Term Loan | Unsecured $600M Term Loan | 200.0 Million Interest Rate Swaps | ||
Debt obligations under various arrangements with financial institutions | ||
Notional Amount | 200,000,000 | |
Unsecured Debt | Term Loan | Unsecured $600M Term Loan | 400.0 Million Interest Rate Swaps | ||
Debt obligations under various arrangements with financial institutions | ||
Notional Amount | 400,000,000 | |
Unsecured Debt | Term Loan | Unsecured $300M Term Loan | ||
Debt obligations under various arrangements with financial institutions | ||
Long-term debt | $ 300,000,000 | 300,000,000 |
Stated percentage | 3.88246% | |
Term loan face amount | $ 300,000,000 | |
Unsecured Debt | Term Loan | Term Loan, Expires 07/31/2021 | ||
Debt obligations under various arrangements with financial institutions | ||
Stated spread rate | 1.35% | |
Term loan face amount | $ 500,000,000 | |
Effective percentage | 1.11% | |
Unsecured Debt | Unsecured Credit Facility and Term Loan | ||
Debt obligations under various arrangements with financial institutions | ||
Net unamortized debt issuance costs | $ (7,492,000) | (9,199,000) |
Long-term Debt | $ 1,392,508,000 | $ 1,575,801,000 |
Debt Obligations (Maturities) (
Debt Obligations (Maturities) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Future expected/scheduled maturities of outstanding debt and capital lease | ||
2018 (remaining six months) | $ 8,762 | |
2,019 | 618,679 | |
2,020 | 672,695 | |
2,021 | 686,225 | |
2,022 | 500,000 | |
Thereafter | 3,025,453 | |
Total debt maturities | 5,511,814 | |
Net unamortized premiums and discounts | (51) | |
Net unamortized debt issuance costs | (28,409) | |
Total debt obligations, net | $ 5,483,354 | $ 5,676,238 |
Debt Obligations (Narrative) (D
Debt Obligations (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |||||
Interest payable | $ 35,400 | $ 35,400 | $ 35,900 | ||
Debt Instrument [Line Items] | |||||
Fees for Prepayment of Debt | 300 | ||||
Loss on extinguishment of debt, net | $ 291 | $ 78 | 423 | $ 1,340 | |
Term Loan | Unsecured Debt | |||||
Debt Instrument [Line Items] | |||||
Debt repaid | 185,000 | ||||
Term Loan | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Debt repaid | $ 200 | $ 97,000 |
Fair Value Disclosures (Debt Ob
Fair Value Disclosures (Debt Obligations) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Estimated fair value of the Company's debt obligations compared to their carrying amounts | ||
Mortgages and secured loans payable | $ 5,483,354 | $ 5,676,238 |
Total debt obligations, net | 5,483,354 | 5,676,238 |
Carrying Amount | ||
Estimated fair value of the Company's debt obligations compared to their carrying amounts | ||
Mortgages and secured loans payable | 905,760 | 917,945 |
Notes payable | 3,185,086 | 3,182,492 |
Unsecured credit facility and term loan | 1,392,508 | 1,575,801 |
Total debt obligations, net | 5,483,354 | 5,676,238 |
Fair Value | ||
Estimated fair value of the Company's debt obligations compared to their carrying amounts | ||
Mortgages and secured loans payable | 934,976 | 963,702 |
Notes payable | 3,122,331 | 3,224,877 |
Unsecured credit facility and term loan | 1,400,961 | 1,586,206 |
Total debt obligations | $ 5,458,268 | $ 5,774,785 |
Fair Value Disclosures (Measure
Fair Value Disclosures (Measurements) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Impairment of Real Estate Assets | $ 11,927 | $ 10,632 | $ 27,829 | $ 16,318 | |
Terminal capitalization rates | 9.30% | ||||
Discount rates | 10.40% | ||||
County Line Plaza | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Real estate investment | 16,800 | $ 16,800 | |||
Parcel at Elk Grove Town Center | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Real estate investment | 2,700 | 2,700 | |||
Dover Park Plaza | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Real estate investment | 6,900 | 6,900 | |||
Mount Carmel Plaza | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Real estate investment | 1,000 | 1,000 | |||
Skyway Plaza | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Real estate investment | 2,900 | 2,900 | |||
The Manchester Collection | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Real estate investment | $ 46,900 | ||||
Fashion Square | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Real estate investment | 2,400 | ||||
Crossroads Center | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Real estate investment | 14,300 | ||||
The Plaza at Salmon Run | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Real estate investment | 7,800 | ||||
Smith’s | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Real estate investment | $ 1,900 | ||||
Minimum | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Terminal capitalization rates | 7.00% | ||||
Discount rates | 7.90% | ||||
Maximum | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Marketable securities, unrealized losses | (200) | $ 200 | |||
Terminal capitalization rates | 8.50% | ||||
Discount rates | 9.50% | ||||
Fair Value, Measurements, Recurring | Marketable Securities | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative asset | 31,226 | 31,226 | $ 28,006 | ||
Fair Value, Measurements, Recurring | Interest Rate Derivatives | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative asset | 28,612 | 28,612 | 24,420 | ||
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Marketable Securities | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative asset | 5,979 | 5,979 | 725 | ||
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Interest Rate Derivatives | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative asset | 0 | 0 | 0 | ||
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Marketable Securities | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative asset | 25,247 | 25,247 | 27,281 | ||
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Interest Rate Derivatives | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative asset | 28,612 | 28,612 | 24,420 | ||
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Marketable Securities | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative asset | 0 | 0 | 0 | ||
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Interest Rate Derivatives | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative asset | 0 | 0 | 0 | ||
Fair Value, Measurements, Nonrecurring | Properties | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative asset | 30,344 | 30,344 | 73,303 | ||
Impairment of Real Estate Assets | 14,886 | 17,195 | |||
Fair Value, Measurements, Nonrecurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Properties | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative asset | 0 | 0 | 0 | ||
Fair Value, Measurements, Nonrecurring | Significant Other Observable Inputs (Level 2) | Properties | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative asset | 0 | 0 | 0 | ||
Fair Value, Measurements, Nonrecurring | Significant Unobservable Inputs (Level 3) | Properties | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative asset | $ 30,344 | $ 30,344 | $ 73,303 |
Equity and Capital (Details)
Equity and Capital (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 05, 2017 | |
Schedule of Shareholders' Equity [Line Items] | ||||||
Compensation cost | $ 0.1 | |||||
Dividends, per common share | $ 0.275 | $ 0.260 | $ 0.55 | $ 0.52 | ||
Parent Company | Operating Partnership | ||||||
Schedule of Shareholders' Equity [Line Items] | ||||||
Ownership percentage | 100.00% | 100.00% | ||||
Accounts Payable and Accrued Liabilities | ||||||
Schedule of Shareholders' Equity [Line Items] | ||||||
Dividends payable | $ 85.1 | $ 85.1 | $ 85.6 | |||
OP Units | ||||||
Schedule of Shareholders' Equity [Line Items] | ||||||
Conversion of stock, shares converted (in shares) | 400,000 | |||||
Common Stock | ||||||
Schedule of Shareholders' Equity [Line Items] | ||||||
Share repurchase program, number of shares authorized (in shares) | 2,200,000 | 2,200,000 | ||||
Share repurchase program, average cost per share | $ 15.36 | |||||
Share repurchase program, value | $ 33.2 | |||||
Stock repurchased during period, shares | 2,163,000 | 100,000 | ||||
Conversion of stock, shares converted (in shares) | 403,000 | |||||
Common Stock | RSUs | ||||||
Schedule of Shareholders' Equity [Line Items] | ||||||
Stock repurchased during period, shares | 100,000 | |||||
Common Stock | Maximum | ||||||
Schedule of Shareholders' Equity [Line Items] | ||||||
Share repurchase program, authorized amount | $ 400 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized | 15 | ||||
Grants in period | 0.8 | 0.6 | |||
Expected dividend rate | 5.60% | ||||
Equity based compensation | $ 2,800 | $ 2,800 | $ 5,268 | $ 4,974 | |
Compensation cost not yet recognized | $ 17,400 | $ 17,400 | |||
Weighted average remaining contractual term | 2 years 3 months 18 days | ||||
Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Service period | 1 year | ||||
Expected volatility rate | 29.00% | 22.00% | |||
Risk free interest rate | 2.43% | 1.20% | |||
Expected dividend rate | 4.00% | ||||
Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Service period | 5 years | ||||
Expected volatility rate | 32.00% | 23.00% | |||
Risk free interest rate | 2.53% | 1.41% | |||
Expected dividend rate | 4.60% |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Earnings Per Share, Basic [Abstract] | ||||
Net income | $ 80,362 | $ 75,438 | $ 141,384 | $ 147,093 |
Net income attributable to non-controlling interests | 0 | 0 | 0 | (76) |
Non-forfeitable dividends on unvested restricted shares | (90) | (10) | (139) | (21) |
Preferred stock dividends | 0 | (39) | 0 | (39) |
Net income attributable to the Company’s common stockholders for basic earnings per share | $ 80,272 | $ 75,389 | $ 141,245 | $ 146,957 |
Weighted average number shares outstanding – basic (in shares) | 302,776 | 304,914 | 303,468 | 304,743 |
Net income (usd per share) | $ 0.27 | $ 0.25 | $ 0.47 | $ 0.48 |
Computation of Diluted Earnings Per Share: | ||||
Net income attributable to the Company’s common stockholders for basic earnings per share | $ 80,272 | $ 75,389 | $ 141,245 | $ 146,957 |
Allocation of net income to dilutive convertible non-controlling interests | 0 | 0 | 0 | 76 |
Net income attributable to the Company’s common stockholders for diluted earnings per share | $ 80,272 | $ 75,389 | $ 141,245 | $ 147,033 |
Conversion of OP Units (in shares) | 0 | 0 | 0 | 157 |
Equity awards (in shares) | 158 | 201 | 146 | 225 |
Weighted average shares outstanding - diluted (in shares) | 302,934 | 305,115 | 303,614 | 305,125 |
Net income (usd per share) | $ 0.26 | $ 0.25 | $ 0.47 | $ 0.48 |
Earnings per Unit (Details)
Earnings per Unit (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Schedule of Earnings per Share [Line Items] | ||||
Net income | $ 80,362 | $ 75,438 | $ 141,384 | $ 147,093 |
Non-forfeitable dividends on unvested restricted shares | (90) | (10) | (139) | (21) |
Net income attributable to the Company’s common stockholders for basic earnings per share | $ 80,272 | $ 75,389 | $ 141,245 | $ 146,957 |
Weighted average number shares outstanding – basic (in shares) | 302,776 | 304,914 | 303,468 | 304,743 |
Net income (usd per share) | $ 0.27 | $ 0.25 | $ 0.47 | $ 0.48 |
Net income attributable to the Company’s common stockholders for diluted earnings per share | $ 80,272 | $ 75,389 | $ 141,245 | $ 147,033 |
Equity awards (in shares) | 158 | 201 | 146 | 225 |
Weighted average shares outstanding - diluted (in shares) | 302,934 | 305,115 | 303,614 | 305,125 |
Net income (usd per share) | $ 0.26 | $ 0.25 | $ 0.47 | $ 0.48 |
Brixmor Operating Partnership LP | ||||
Schedule of Earnings per Share [Line Items] | ||||
Net income | $ 80,362 | $ 75,438 | $ 141,384 | $ 147,093 |
Non-forfeitable dividends on unvested restricted shares | (90) | (10) | (139) | (21) |
Net income attributable to the Company’s common stockholders for basic earnings per share | $ 80,272 | $ 75,428 | $ 141,245 | $ 147,072 |
Weighted average number shares outstanding – basic (in shares) | 302,776 | 304,914 | 303,468 | 304,900 |
Net income (usd per share) | $ 0.27 | $ 0.25 | $ 0.47 | $ 0.48 |
Net income attributable to the Company’s common stockholders for diluted earnings per share | $ 80,272 | $ 75,428 | $ 141,245 | $ 147,072 |
Equity awards (in shares) | 158 | 201 | 146 | 225 |
Weighted average shares outstanding - diluted (in shares) | 302,934 | 305,115 | 303,614 | 305,125 |
Net income (usd per share) | $ 0.26 | $ 0.25 | $ 0.47 | $ 0.48 |
Commitments and Contingencies54
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |||||
Estimate of possible loss | $ 28,000 | ||||
Litigation settlement, amount awarded to other party | $ 8,500 | ||||
Loss Contingencies [Line Items] | |||||
Accrual | $ 19,500 | 19,500 | |||
Rent expense | 1,800 | $ 1,800 | 3,500 | $ 3,700 | |
Operating Leases, Future Minimum Payments Due, Rolling Maturity [Abstract] | |||||
2018 (remaining six months) | 3,654 | 3,654 | |||
2,019 | 7,252 | 7,252 | |||
2,020 | 7,265 | 7,265 | |||
2,021 | 7,473 | 7,473 | |||
2,022 | 7,547 | 7,547 | |||
Thereafter | 73,966 | 73,966 | |||
Total minimum annual rental commitments | 107,157 | 107,157 | |||
Accounts Payable and Accrued Liabilities | |||||
Loss Contingencies [Line Items] | |||||
Accrual | 19,500 | 19,500 | |||
Accounts Receivable | |||||
Loss Contingencies [Line Items] | |||||
Receivable | $ 19,500 | $ 19,500 |