Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 01, 2020 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-36160 | |
Entity Registrant Name | Brixmor Property Group Inc. | |
Entity Central Index Key | 0001581068 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 45-2433192 | |
Entity Address, Address Line One | 450 Lexington Avenue | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10017 | |
City Area Code | 212 | |
Local Phone Number | 869-3000 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | BRX | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 296,449,446 | |
Brixmor Operating Partnership LP [Member] | ||
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Entity File Number | 333-201464-01 | |
Entity Registrant Name | Brixmor Operating Partnership LP | |
Entity Central Index Key | 0001630031 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 80-0831163 | |
No Trading Symbol Flag | true | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Real estate | ||
Land | $ 1,764,323 | $ 1,767,029 |
Buildings and improvements | 8,385,260 | 8,356,571 |
Real estate, gross | 10,149,583 | 10,123,600 |
Accumulated depreciation and amortization | (2,527,011) | (2,481,250) |
Real estate, net | 7,622,572 | 7,642,350 |
Cash and cash equivalents | 584,830 | 19,097 |
Restricted cash | 2,261 | 2,426 |
Marketable securities | 17,550 | 18,054 |
Receivables, net | 232,217 | 234,246 |
Deferred charges and prepaid expenses, net | 143,949 | 143,973 |
Real estate assets held for sale | 4,649 | 22,171 |
Other assets | 54,055 | 60,179 |
Total assets | 8,662,083 | 8,142,496 |
Liabilities | ||
Debt obligations, net | 5,494,199 | 4,861,185 |
Accounts payable, accrued expenses and other liabilities | 498,531 | 537,454 |
Total liabilities | 5,992,730 | 5,398,639 |
Commitments and contingencies (Note 15) | 0 | 0 |
Equity | ||
Common stock | 2,964 | 2,979 |
Additional paid-in capital | 3,205,072 | 3,230,625 |
Accumulated other comprehensive loss | (33,242) | (9,543) |
Distributions in excess of net income | (505,441) | (480,204) |
Total equity | 2,669,353 | 2,743,857 |
Total liabilities and equity | 8,662,083 | 8,142,496 |
Brixmor Operating Partnership LP | ||
Real estate | ||
Land | 1,764,323 | 1,767,029 |
Buildings and improvements | 8,385,260 | 8,356,571 |
Real estate, gross | 10,149,583 | 10,123,600 |
Accumulated depreciation and amortization | (2,527,011) | (2,481,250) |
Real estate, net | 7,622,572 | 7,642,350 |
Cash and cash equivalents | 584,815 | 19,081 |
Restricted cash | 2,261 | 2,426 |
Marketable securities | 17,550 | 18,054 |
Receivables, net | 232,217 | 234,246 |
Deferred charges and prepaid expenses, net | 143,949 | 143,973 |
Real estate assets held for sale | 4,649 | 22,171 |
Other assets | 54,055 | 60,179 |
Total assets | 8,662,068 | 8,142,480 |
Liabilities | ||
Debt obligations, net | 5,494,199 | 4,861,185 |
Accounts payable, accrued expenses and other liabilities | 498,531 | 537,454 |
Total liabilities | 5,992,730 | 5,398,639 |
Commitments and contingencies (Note 15) | 0 | 0 |
Equity | ||
Common stock | 2,702,581 | 2,753,385 |
Accumulated other comprehensive loss | (33,243) | (9,544) |
Total equity | 2,669,338 | 2,743,841 |
Total liabilities and equity | $ 8,662,068 | $ 8,142,480 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 305,576,438 | 305,334,144 |
Common stock, shares outstanding | 296,449,446 | 297,857,267 |
Brixmor Operating Partnership LP | ||
Common stock, shares issued | 305,576,438 | 305,334,144 |
Common stock, shares outstanding | 296,449,446 | 297,857,267 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues | ||
Rental income | $ 280,402 | $ 289,955 |
Other revenues | 1,899 | 1,184 |
Total revenues | 282,301 | 291,139 |
Operating expenses | ||
Operating costs | 30,356 | 31,258 |
Real estate taxes | 42,864 | 43,326 |
Depreciation and amortization | 83,017 | 85,395 |
Impairment of real estate assets | 4,598 | 3,112 |
General and administrative | 22,597 | 25,443 |
Total operating expenses | 183,432 | 188,534 |
Other income (expense) | ||
Dividends and interest | 124 | 147 |
Interest expense | (47,354) | (46,666) |
Gain on sale of real estate assets | 8,905 | 7,602 |
Gain (loss) on extinguishment of debt, net | (5) | 30 |
Other | (758) | (818) |
Total other expense | (39,088) | (39,705) |
Net income | $ 59,781 | $ 62,900 |
Earnings Per Share [Abstract] | ||
Basic (usd per share) | $ 0.20 | $ 0.21 |
Diluted (usd per share) | $ 0.20 | $ 0.21 |
Weighted average shares: | ||
Basic (in shares) | 297,841 | 298,599 |
Diluted (in shares) | 298,264 | 299,029 |
Brixmor Operating Partnership LP | ||
Revenues | ||
Rental income | $ 280,402 | $ 289,955 |
Other revenues | 1,899 | 1,184 |
Total revenues | 282,301 | 291,139 |
Operating expenses | ||
Operating costs | 30,356 | 31,258 |
Real estate taxes | 42,864 | 43,326 |
Depreciation and amortization | 83,017 | 85,395 |
Impairment of real estate assets | 4,598 | 3,112 |
General and administrative | 22,597 | 25,443 |
Total operating expenses | 183,432 | 188,534 |
Other income (expense) | ||
Dividends and interest | 124 | 147 |
Interest expense | (47,354) | (46,666) |
Gain on sale of real estate assets | 8,905 | 7,602 |
Gain (loss) on extinguishment of debt, net | (5) | 30 |
Other | (758) | (818) |
Total other expense | (39,088) | (39,705) |
Net income | $ 59,781 | $ 62,900 |
Earnings Per Share [Abstract] | ||
Basic (usd per share) | $ 0.20 | $ 0.21 |
Diluted (usd per share) | $ 0.20 | $ 0.21 |
Weighted average shares: | ||
Basic (in shares) | 297,841 | 298,599 |
Diluted (in shares) | 298,264 | 299,029 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Net income | $ 59,781 | $ 62,900 |
Other comprehensive income (loss) | ||
Change in unrealized loss on interest rate swaps, net (Note 6) | (23,878) | (10,057) |
Change in unrealized gain on marketable securities | 179 | 132 |
Other Comprehensive Income (Loss), Net of Tax, Total | (23,699) | (9,925) |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent, Total | 36,082 | 52,975 |
Brixmor Operating Partnership LP | ||
Net income | 59,781 | 62,900 |
Other comprehensive income (loss) | ||
Change in unrealized loss on interest rate swaps, net (Note 6) | (23,878) | (10,057) |
Change in unrealized gain on marketable securities | 179 | 132 |
Other Comprehensive Income (Loss), Net of Tax, Total | (23,699) | (9,925) |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent, Total | $ 36,082 | $ 52,975 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Brixmor Operating Partnership LP | Common Stock | Common StockBrixmor Operating Partnership LP | Additional Paid-in Capital | Additional Paid-in CapitalBrixmor Operating Partnership LP | Accumulated Other Comprehensive Income (Loss) | Distributions in Excess of Net Income |
Increase (Decrease) in Equity [Roll Forward] | ||||||||
ASC 842 cumulative adjustment | $ (1,974) | $ (1,974) | $ (1,974) | $ (1,974) | ||||
Beginning balance (in shares) at Dec. 31, 2018 | 298,489 | |||||||
Beginning balance at Dec. 31, 2018 | 2,836,099 | 2,835,753 | $ 2,985 | 2,819,770 | $ 3,233,329 | $ 15,983 | $ 15,973 | (416,188) |
Increase (Decrease) in Equity [Roll Forward] | ||||||||
Common stock dividends | (83,839) | (83,964) | (83,964) | (83,839) | ||||
Equity based compensation expense | 2,641 | 2,641 | 2,641 | 2,641 | ||||
Other comprehensive income | (9,925) | (9,925) | (9,925) | (9,925) | ||||
Issuance of common stock and OP Units (in shares) | 158 | |||||||
Issuance of common stock and OP Units | 2 | 2 | $ 2 | 2 | ||||
Repurchase of common stock (in shares) | (660) | |||||||
Repurchases of common stock | (11,586) | (11,586) | $ (7) | (11,586) | (11,579) | |||
Share-based awards retained for taxes | (1,547) | (1,547) | (1,547) | (1,547) | ||||
Net income | 62,900 | 62,900 | 62,900 | 62,900 | ||||
Ending balance (in shares) at Mar. 31, 2019 | 297,987 | |||||||
Ending balance at Mar. 31, 2019 | 2,792,771 | 2,792,300 | $ 2,980 | 2,786,242 | 3,222,844 | 6,058 | 6,048 | (439,101) |
Beginning balance (in shares) at Dec. 31, 2019 | 297,857 | |||||||
Beginning balance at Dec. 31, 2019 | 2,743,857 | 2,743,841 | $ 2,979 | 2,753,385 | 3,230,625 | (9,544) | (9,543) | (480,204) |
Increase (Decrease) in Equity [Roll Forward] | ||||||||
Common stock dividends | (85,018) | (85,017) | (85,017) | (85,018) | ||||
Equity based compensation expense | 2,842 | 2,842 | 2,842 | 2,842 | ||||
Other comprehensive income | (23,699) | (23,699) | (23,699) | (23,699) | ||||
Issuance of common stock and OP Units (in shares) | 242 | |||||||
Issuance of common stock and OP Units | 2 | 2 | $ 2 | 2 | ||||
Repurchase of common stock (in shares) | (1,650) | |||||||
Repurchases of common stock | (25,007) | (25,007) | $ (17) | (25,007) | (24,990) | |||
Share-based awards retained for taxes | (3,405) | (3,405) | (3,405) | (3,405) | ||||
Net income | 59,781 | 59,781 | 59,781 | 59,781 | ||||
Ending balance (in shares) at Mar. 31, 2020 | 296,449 | |||||||
Ending balance at Mar. 31, 2020 | $ 2,669,353 | $ 2,669,338 | $ 2,964 | $ 2,702,581 | $ 3,205,072 | $ (33,243) | $ (33,242) | $ (505,441) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividends, per common share | $ 0.285 | $ 0.280 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating activities: | ||
Net income | $ 59,781 | $ 62,900 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 83,017 | 85,395 |
(Accretion) amortization of debt premium and discount, net | (79) | 468 |
Deferred financing cost amortization | 1,763 | 1,787 |
Accretion of above- and below-market leases, net | (4,229) | (4,898) |
Tenant inducement amortization and other | 897 | 827 |
Impairment of real estate assets | 4,598 | 3,112 |
Gain on sale of real estate assets | (8,905) | (7,602) |
Equity based compensation | 2,652 | 2,641 |
(Gain) loss on extinguishment of debt, net | 5 | (30) |
Changes in operating assets and liabilities: | ||
Receivables, net | (1,407) | (816) |
Deferred charges and prepaid expenses | (6,995) | (6,829) |
Other assets | (200) | 82 |
Accounts payable, accrued expenses and other liabilities | (35,828) | (40,199) |
Net cash provided by operating activities | 95,070 | 96,838 |
Investing activities: | ||
Improvements to and investments in real estate assets | (86,696) | (77,725) |
Acquisitions of real estate assets | (2,020) | 0 |
Proceeds from sales of real estate assets | 41,411 | 45,160 |
Purchase of marketable securities | (3,328) | (5,246) |
Proceeds from sale of marketable securities | 4,019 | 5,977 |
Net cash used in investing activities | (46,614) | (31,834) |
Financing activities: | ||
Repayment of secured debt obligations | (7,000) | 0 |
Repayment of borrowings under unsecured revolving credit facility | (7,500) | (65,000) |
Proceeds from borrowings under unsecured revolving credit facility | 646,000 | 50,000 |
Deferred financing and debt extinguishment costs | (404) | (133) |
Distributions to common stockholders | (85,572) | (84,097) |
Repurchases of common shares | (25,007) | (11,586) |
Repurchases of common shares in conjunction with equity award plans | (3,405) | (1,547) |
Net cash provided by (used in) financing activities | 517,112 | (112,363) |
Net change in cash, cash equivalents and restricted cash | 565,568 | (47,359) |
Cash, cash equivalents and restricted cash at beginning of period | 21,523 | 50,765 |
Cash, cash equivalents and restricted cash at end of period | 587,091 | 3,406 |
Reconciliation to consolidated balance sheets: | ||
Cash and cash equivalents | 584,830 | 349 |
Cash, cash equivalents and restricted cash at end of period | 587,091 | 3,406 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest, net of amount capitalized of $1,063 and $626 | 47,023 | 51,168 |
Brixmor Operating Partnership LP | ||
Operating activities: | ||
Net income | 59,781 | 62,900 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 83,017 | 85,395 |
(Accretion) amortization of debt premium and discount, net | (79) | 468 |
Deferred financing cost amortization | 1,763 | 1,787 |
Accretion of above- and below-market leases, net | (4,229) | (4,898) |
Tenant inducement amortization and other | 897 | 827 |
Impairment of real estate assets | 4,598 | 3,112 |
Gain on sale of real estate assets | (8,905) | (7,602) |
Equity based compensation | 2,652 | 2,641 |
(Gain) loss on extinguishment of debt, net | 5 | (30) |
Changes in operating assets and liabilities: | ||
Receivables, net | (1,407) | (816) |
Deferred charges and prepaid expenses | (6,995) | (6,829) |
Other assets | (200) | 82 |
Accounts payable, accrued expenses and other liabilities | (35,828) | (40,199) |
Net cash provided by operating activities | 95,070 | 96,838 |
Investing activities: | ||
Improvements to and investments in real estate assets | (86,696) | (77,725) |
Acquisitions of real estate assets | (2,020) | 0 |
Proceeds from sales of real estate assets | 41,411 | 45,160 |
Purchase of marketable securities | (3,328) | (5,245) |
Proceeds from sale of marketable securities | 4,019 | 5,977 |
Net cash used in investing activities | (46,614) | (31,833) |
Financing activities: | ||
Repayment of secured debt obligations | (7,000) | 0 |
Repayment of borrowings under unsecured revolving credit facility | (7,500) | (65,000) |
Proceeds from borrowings under unsecured revolving credit facility | 646,000 | 50,000 |
Deferred financing and debt extinguishment costs | (404) | (133) |
Partner distributions and repurchases of OP Units | (113,983) | (97,355) |
Net cash provided by (used in) financing activities | 517,113 | (112,488) |
Net change in cash, cash equivalents and restricted cash | 565,569 | (47,483) |
Cash, cash equivalents and restricted cash at beginning of period | 21,507 | 50,639 |
Cash, cash equivalents and restricted cash at end of period | 587,076 | 3,156 |
Reconciliation to consolidated balance sheets: | ||
Cash and cash equivalents | 584,815 | 99 |
Cash, cash equivalents and restricted cash at end of period | 587,076 | 3,156 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest, net of amount capitalized of $1,063 and $626 | $ 47,023 | $ 51,168 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Interest paid, capitalized | $ 1,063 | $ 626 |
Brixmor Operating Partnership LP | ||
Interest paid, capitalized | $ 1,063 | $ 626 |
Acquisition of Real Estate
Acquisition of Real Estate | 3 Months Ended |
Mar. 31, 2020 | |
Real Estate [Abstract] | |
Acquisition of Real Estate | Acquisition of Real Estate During the three months ended March 31, 2020, the Company acquired the following asset: Description (1) Location Month Acquired GLA Aggregate Purchase Price (2) Land adjacent to Shops at Palm Lakes Miami Gardens, FL Feb-20 N/A $ 2,020 N/A $ 2,020 (1) No debt was assumed related to the listed acquisition. (2) Aggregate purchase price has been allocated to Land and includes less than $0.1 million of transaction costs. During the three months ended March 31, 2019, the Company did not acquire any assets. |
Nature of Business and Financia
Nature of Business and Financial Statement Presentation | 3 Months Ended |
Mar. 31, 2020 | |
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” or “BPG”) 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 material 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 March 31, 2020, the Company’s portfolio was comprised of 400 shopping centers (the “Portfolio”) totaling approximately 70 million square feet of GLA. The Company’s high-quality national Portfolio is primarily located within established trade areas in the top 50 Metropolitan Statistical Areas in the U.S., and its 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, 2019 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 10, 2020. 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. All intercompany transactions have been eliminated. Income Taxes Brixmor Property Group Inc. 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, Brixmor Property Group Inc. must meet several 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. Management intends to satisfy these requirements and maintain Brixmor Property Group Inc.’s REIT status. As a REIT, Brixmor Property Group Inc. 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. Brixmor Property Group Inc. 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 do not materially impact the unaudited Condensed Consolidated Financial Statements of the Company. If Brixmor Property Group Inc. fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal taxes at regular corporate rates and may not be able to qualify as a REIT for the four subsequent taxable years. Even if Brixmor Property Group Inc. qualifies for taxation as a REIT, Brixmor Property Group Inc. 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 as well as other income items, as applicable. Brixmor Property Group Inc. has elected to treat certain of its subsidiaries as taxable REIT subsidiaries (each a “TRS”), and Brixmor Property Group Inc. may in the future elect to treat newly formed and/or other existing subsidiaries as TRSs. A TRS may participate in non-real estate related activities and/or perform non-customary services for tenants and is subject to certain limitations under the Code. A TRS is subject to U.S. federal and state income taxes at regular corporate rates. Income taxes related to Brixmor Property Group Inc.’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 March 31, 2020 and December 31, 2019. Open tax years generally range from 2016 through 2019, but may vary by jurisdiction and issue. The Company recognizes penalties and interest accrued related to unrecognized tax benefits as income tax expense, which is included in Other on the Company’s unaudited Condensed Consolidated Statements of Operations. New Accounting Pronouncements In April 2020, the Financial Accounting Standards Board (“FASB”) issued a Staff Q&A on accounting for leases during the COVID-19 pandemic, focused on the application of lease guidance in Accounting Standards Codification (“ASC”) 842, Leases . The Q&A states that it would be acceptable to make a policy election regarding rent concessions resulting from COVID-19, which would not require entities to account for the rent concessions as lease modifications. Rent abatements would be recognized as reductions to revenue during the period in which they were granted. Rent deferrals would result in an increase to “Receivables, net” during the deferral period with no impact on rental revenue recognition. The Company is evaluating the impact of this policy election and has not yet concluded whether the Company will apply the election. In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326). ASU 2016-13 was subsequently amended by ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses. ASU 2016-13 amends guidance to replace the prior “incurred loss” methodology of recognizing credit losses on financial instruments with a methodology that reflects expected credit losses and requires consideration of a broader range of information. Any unrealized loss on the Company’s financial instruments must be assessed to determine if any portion of the unrealized loss is attributable to credit loss and the portion that is due to other factors, such as changes in market interest rates. “Credit loss” refers to any portion of the carrying amount that the Company does not expect to collect over a financial instrument’s contractual life. The Company considers current market conditions and reasonable forecasts of future market conditions to estimate expected credit losses over the life of the financial instrument. Any portion of unrealized losses due to credit loss is recognized through net income and reported in equity as a component of distributions in excess of net income. The portion of unrealized losses due to other factors continues to be recognized through other comprehensive income and reported in accumulated other comprehensive income. In addition, ASU 2018-19 clarifies that receivables arising from operating leases are not within the scope of ASC 326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with ASC 842. The standard became effective for the Company on January 1, 2020. The Company determined that these changes did not have a material impact on the unaudited Condensed Consolidated Financial Statements of the Company. In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815). ASU 2018-16 was subsequently amended by ASU 2020-04, Reference Rate Reform (Topic 848). ASU 2018-16 amends guidance to permit the use of the Overnight Index Swap (“OIS”) rate based on the Secured Overnight Financing Rate (“SOFR”) as a U.S. benchmark interest rate for hedge accounting purposes under ASC 815, Derivatives and Hedging . The standard became effective for the Company on January 1, 2019 and a prospective transition approach was required. The Company determined that the adoption of ASU 2018-16 did not have a material impact on the unaudited Condensed Consolidated Financial Statements of the Company. ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) . ASU 2018-13 amends certain disclosure requirements regarding the fair value hierarchy of investments in accordance with GAAP, particularly the significant unobservable inputs used to value investments within Level 3 of the fair value hierarchy. The standard became effective for the Company on January 1, 2020. The Company determined that these changes did not have a material impact on the unaudited Condensed Consolidated Financial Statements of the Company. |
Dispositions and Assets Held fo
Dispositions and Assets Held for Sale | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Dispositions and Assets Held for Sale | Dispositions and Assets Held for Sale During the three months ended March 31, 2020, the Company disposed of three shopping centers and two partial shopping centers for aggregate net proceeds of $40.5 million resulting in aggregate gain of $7.5 million and aggregate impairment of less than $0.1 million. In addition, during the three months ended March 31, 2020, the Company received aggregate net proceeds of $0.9 million and resolved a $0.5 million contingency from previously disposed assets resulting in aggregate gain of $1.4 million. During the three months ended March 31, 2019, the Company disposed of three shopping centers for aggregate net proceeds of $44.9 million resulting in aggregate gain of $7.3 million. In addition, during the three months ended March 31, 2019, the Company received aggregate net proceeds of $0.3 million from previously disposed assets resulting in aggregate gain of $0.3 million. As of March 31, 2020, the Company had two properties held for sale. As of December 31, 2019, the Company had two properties and two partial properties held for sale. The following table presents the assets and liabilities associated with the properties classified as held for sale: Assets March 31, 2020 December 31, 2019 Land $ 1,387 $ 3,356 Buildings and improvements 6,084 31,650 Accumulated depreciation and amortization (3,032) (13,044) Real estate, net 4,439 21,962 Other assets 210 209 Assets associated with real estate assets held for sale $ 4,649 $ 22,171 Liabilities Below-market leases $ 107 $ 415 Liabilities associated with real estate assets held for sale (1) $ 107 $ 415 (1) These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets. |
Real Estate
Real Estate | 3 Months Ended |
Mar. 31, 2020 | |
Real Estate [Abstract] | |
Real Estate | Real Estate The Company’s components of Real estate, net consisted of the following: March 31, 2020 December 31, 2019 Land $ 1,764,323 $ 1,767,029 Buildings and improvements: Buildings and tenant improvements (1) 7,782,054 7,741,607 Lease intangibles (2) 603,206 614,964 10,149,583 10,123,600 Accumulated depreciation and amortization (3) (2,527,011) (2,481,250) Total $ 7,622,572 $ 7,642,350 (1) As of March 31, 2020 and December 31, 2019, Buildings and tenant improvements included accrued amounts, net of anticipated insurance proceeds, of $33.9 million and $46.9 million, respectively. (2) As of March 31, 2020 and December 31, 2019, Lease intangibles consisted of $544.4 million and $554.9 million, respectively, of in-place leases and $58.8 million and $60.1 million, respectively, of above-market leases. These intangible assets are amortized over the term of each related lease. (3) As of March 31, 2020 and December 31, 2019, Accumulated depreciation and amortization included $527.8 million and $533.1 million, respectively, of accumulated amortization related to Lease intangibles. In addition, as of March 31, 2020 and December 31, 2019, the Company had intangible liabilities relating to below-market leases of $365.2 million and $372.1 million, respectively, and accumulated accretion of $265.1 million and $267.1 million, respectively. These intangible liabilities are included in Accounts payable, accrued expenses and other liabilities on 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 for the three months ended March 31, 2020 and 2019 was $4.2 million and $4.9 million, respectively. These amounts are included in Rental income on the Company’s unaudited Condensed Consolidated Statements of Operations. Amortization expense associated with in-place lease value for the three months ended March 31, 2020 and 2019 was $5.5 million and $6.5 million, respectively. These amounts are included in Depreciation and amortization on 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 2020 (remaining nine months) $ (10,090) $ 12,874 2021 (11,638) 13,266 2022 (9,649) 9,257 2023 (8,290) 6,730 2024 (7,701) 5,041 |
Impairments
Impairments | 3 Months Ended |
Mar. 31, 2020 | |
Impairment of Real Estate [Abstract] | |
Impairments | Impairments On a periodic basis, management assesses whether there are any indicators, including property operating performance, changes in anticipated hold period and general market conditions, that the carrying 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 to reflect the estimated fair value. The Company recognized the following impairments during the three months ended March 31, 2020: Three Months Ended March 31, 2020 Property Name (1) Location GLA Impairment Charge Spring Mall Greenfield, WI 45,920 $ 4,584 Parcel at Lakes Crossing (2)(3) Muskegon, MI 4,990 14 50,910 $ 4,598 (1) The Company recognized impairment charges based upon a change in the estimated hold period of these properties and/or offers from third-party buyers primarily in connection with the Company’s capital recycling program. (2) The Company disposed of this property during the three months ended March 31, 2020. (3) This property was classified as held for sale as of December 31, 2019. The Company recognized the following impairment during the three months ended March 31, 2019: Three Months Ended March 31, 2019 Property Name (1) Location GLA Impairment Charge Brice Park Reynoldsburg, OH 158,565 $ 3,112 158,565 $ 3,112 (1) The Company recognized an impairment charge based upon a change in the estimated hold period of this property and offers from third-party buyers in connection with the Company’s capital recycling program. 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 | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments - Derivatives and Hedging | Financial Instruments – Derivatives and HedgingThe Company’s use of derivative instruments is intended to manage its exposure to interest rate movements and such instruments are not utilized 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. 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 debt. During the three months ended March 31, 2020 and year ended December 31, 2019, 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 March 31, 2020 and December 31, 2019 is as follows: Number of Instruments Notional Amount March 31, 2020 December 31, 2019 March 31, 2020 December 31, 2019 Interest Rate Swaps 7 7 $ 800,000 $ 800,000 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 fair value of the Company’s interest rate derivatives on a gross and net basis as of March 31, 2020 and December 31, 2019 is as follows: Fair Value of Derivative Instruments Interest rate swaps classified as: March 31, 2020 December 31, 2019 Gross derivative assets $ — $ 3,795 Gross derivative liabilities (33,532) (13,449) Net derivative liabilities $ (33,532) $ (9,654) 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 derivative, 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 (loss) 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 on the Company’s unaudited Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2020 and 2019 is as follows: Derivatives in Cash Flow Hedging Relationships Three Months Ended March 31, 2020 2019 Change in unrealized loss on interest rate swaps $ (23,831) $ (6,944) Accretion of interest rate swaps to interest expense (47) (3,113) Change in unrealized loss on interest rate swaps, net $ (23,878) $ (10,057) The Company estimates that $10.6 million will be reclassified from accumulated other comprehensive loss as an increase to interest expense over the next twelve months. No gain or loss was recognized related to hedge ineffectiveness or to amounts excluded from effectiveness testing on the Company’s cash flow hedges during the three months ended March 31, 2020 and 2019. Non-Designated (Mark-to-Market) Hedges of Interest Rate Risk The Company does not use derivatives for trading or speculative purposes. As of March 31, 2020 and December 31, 2019, the Company did not have any non-designated hedges. Credit-risk-related Contingent Features The Company has agreements with its derivative counterparties that contain provisions 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 | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Debt Obligations As of March 31, 2020 and December 31, 2019, the Company had the following indebtedness outstanding: Carrying Value as of March 31, December 31, Stated Interest Rate (1) Scheduled Secured loan Secured loan $ — $ 7,000 — — Net unamortized premium — 211 Net unamortized debt issuance costs — (37) Total secured loan, net $ — $ 7,174 Notes payable Unsecured notes (2)(3) $ 4,218,453 $ 4,218,453 2.81% – 7.97% 2022 – 2029 Net unamortized premium (discount) 11,003 11,078 Net unamortized debt issuance costs (22,428) (23,579) Total notes payable, net $ 4,207,028 $ 4,205,952 Unsecured Credit Facility and term loans Unsecured Credit Facility - Revolving Facility $ 645,500 $ 7,000 2.05% 2023 Unsecured $350 Million Term Loan (3) 350,000 350,000 2.83% 2023 Unsecured $300 Million Term Loan (4) 300,000 300,000 2.83% 2024 Net unamortized debt issuance costs (8,329) (8,941) Total Unsecured Credit Facility and term loans $ 1,287,171 $ 648,059 Total debt obligations, net $ 5,494,199 $ 4,861,185 (1) Stated interest rates as of March 31, 2020 do not include the impact of the Company’s interest rate swap agreements (described below). (2) The weighted average stated interest rate on the Company’s unsecured notes was 3.80% as of March 31, 2020. (3) Effective November 1, 2016, the Company has in place three interest rate swap agreements that convert the variable interest rate on $150.0 million of the Company’s $250.0 million Floating Rate Senior Notes due 2022, issued on August 31, 2018 (the “2022 Notes”) to a fixed, combined interest rate of 1.11% (plus a spread of 105 basis points) and the Company’s $350.0 million term loan agreement, as amended December 12, 2018, (the “$350 Million Term Loan”) to a fixed, combined interest rate of 1.11% (plus a spread of 125 basis points) through July 30, 2021. (4) Effective January 2, 2019, the Company has in place four interest rate swap agreements that convert the variable interest rate on the Company’s $300 million term loan agreement, as amended December 12, 2018 (the “$300 Million Term Loan”) to a fixed, combined interest rate of 2.61% (plus a spread of 125 basis points) through July 26, 2024. 2020 Debt Transactions During the three months ended March 31, 2020, the Company repaid its $7.0 million secured loan and borrowed $638.5 million, net of repayments, under the Operating Partnership’s $1.25 billion revolving credit facility (the “Revolving Facility”) for general corporate purposes and in order to bolster liquidity in response to COVID-19. Additionally, during the three months ended March 31, 2020, the Company recognized less than $0.1 million of loss on extinguishment of debt, net as a result of these transactions. Loss on extinguishment of debt, net includes $0.2 million of prepayment fees, partially offset by $0.2 million of accelerated unamortized debt premiums, net of debt issuance costs. Pursuant to the terms of the Company’s unsecured debt agreements, the Company among other things is subject to the maintenance of various financial covenants. The Company was in compliance with these covenants as of March 31, 2020. Debt Maturities As of March 31, 2020 and December 31, 2019, the Company had accrued interest of $35.5 million and $36.9 million outstanding, respectively. As of March 31, 2020, scheduled maturities of the Company’s outstanding debt obligations were as follows: Year ending December 31, 2020 (remaining nine months) $ — 2021 — 2022 750,000 2023 1,495,500 2024 800,000 Thereafter 2,468,453 Total debt maturities 5,513,953 Net unamortized premium 11,003 Net unamortized debt issuance costs (30,757) Total debt obligations, net $ 5,494,199 As of the date the financial statements were issued, the Company did not have any scheduled debt maturities for the next 12 months. |
Fair Value Disclosures
Fair Value Disclosures | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | Fair Value Disclosures All financial instruments of the Company are reflected in the accompanying unaudited Condensed Consolidated Balance Sheets at amounts which, in management’s judgment, reasonably approximate their fair values, except those instruments listed below: March 31, 2020 December 31, 2019 Carrying Fair Carrying Fair Secured loan $ — $ — $ 7,174 $ 7,306 Notes payable 4,207,028 4,145,412 4,205,952 4,422,513 Unsecured Credit Facility and term loans 1,287,171 1,294,803 648,059 658,490 Total debt obligations, net $ 5,494,199 $ 5,440,215 $ 4,861,185 $ 5,088,309 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, interest rate curves, 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 March 31, 2020 Balance Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs Significant Unobservable Inputs Assets: Marketable securities (1) $ 17,550 $ 1,054 $ 16,496 $ — Liabilities: Interest rate derivatives $ (33,532) $ — $ (33,532) $ — Fair Value Measurements as of December 31, 2019 Balance Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs Significant Unobservable Inputs Assets: Marketable securities (1) $ 18,054 $ 1,459 $ 16,595 $ — Interest rate derivatives $ 3,795 $ — $ 3,795 $ — Liabilities: Interest rate derivatives $ (13,449) $ — $ (13,449) $ — (1) As of March 31, 2020 and December 31, 2019, marketable securities included $0.3 million and $0.1 million of net unrealized gains, respectively. As of March 31, 2020, the contractual maturities of the Company’s marketable securities are within the next five years. Non-Recurring Fair Value On a periodic basis, management assesses whether there are any indicators, including property operating performance, changes in anticipated hold period and general market conditions, that the carrying value of the Company’s real estate assets (including any related intangible assets or liabilities) may be impaired. Fair value is determined by offers from third-party buyers, market comparable data, third party appraisals or by discounted cash flow analyses. 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. The capitalization rates and discount rates utilized in such analyses are based upon unobservable rates that the Company believes 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 and recognized 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 three months ended March 31, 2020 and during the year ended December 31, 2019, excluding the properties sold prior to March 31, 2020 and December 31, 2019, respectively: Fair Value Measurements as of March 31, 2020 Balance Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Impairment of Real Estate Assets Assets: Properties (1)(2) $ 4,889 $ — $ — $ 4,889 $ 4,584 Fair Value Measurements as of December 31, 2019 Balance Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Impairment of Real Estate Assets Assets: Properties (3)(4) $ 23,533 $ — $ — $ 23,533 $ 7,983 (1) Excludes properties disposed of prior to March 31, 2020. (2) The carrying value of properties remeasured to fair value based upon a discounted cash flow analysis during the three months ended March 31, 2020 includes $4.9 million related to Spring Mall. The capitalization rate of 8.0% and discount rate of 8.0% 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. (3) Excludes properties disposed of prior to December 31, 2019. (4) The carrying value of properties remeasured to fair value based upon offers from third-party buyers during the year ended December 31, 2019 includes: (i) $9.7 million related to Brice Park; (ii) $9.1 million related to Mohawk Acres Plaza; (iii) $3.4 million related to Lincoln Plaza; and (iv) $1.3 million related to a parcel at Lakes Crossing. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The Company engages in the ownership, management, leasing, acquisition, disposition and redevelopment of retail shopping centers. Revenue is primarily generated through lease agreements and classified as Rental income on the Company’s unaudited Condensed Consolidated Statements of Operations. These agreements include retail shopping center unit leases; ground leases; ancillary leases or agreements, such as agreements with tenants for cellular towers, ATMs, and short-term or seasonal retail (e.g. Halloween or Christmas-related retail); and reciprocal easement agreements. The agreements range in term from less than one year to 25 or more years, with certain agreements containing renewal options. These renewal options range from as little as one month to five or more years. The Company’s retail shopping center leases generally require tenants to pay their proportionate share of property operating expenses such as common area expenses, utilities, insurance and real estate taxes, and certain capital expenditures related to the maintenance of the Company’s properties. As of March 31, 2020, the fixed contractual lease payments to be received over the next five years pursuant to the terms of non-cancelable operating leases are included in the table below, assuming that no leases are renewed and no renewal options are exercised. The table does not include variable lease payments which may be received under certain leases for the reimbursement of property operating expenses or percentage rents. These variable lease payments are recognized in the period when the applicable expenditures are incurred or, in the case of percentage rents, when the sales data is made available. Year ending December 31, Operating Leases 2020 (remaining nine months) $ 613,602 2021 747,547 2022 645,340 2023 548,777 2024 442,135 Thereafter 1,532,226 The Company recognized $1.9 million and $2.9 million of rental income based on percentage rents for the three months ended March 31, 2020 and 2019, respectively. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases The Company periodically enters into agreements in which it is the lessee, including ground leases for shopping centers that it operates and office leases for administrative space. The agreements range in term from less than one year to 50 or more years, with certain agreements containing renewal options for up to an additional 100 years. Upon lease execution, the Company recognizes a lease liability and a right-of-use (“ROU”) asset based on the present value of future lease payments over the noncancellable lease term. As of March 31, 2020 the Company is not including any renewal or termination options in its lease liabilities or ROU assets, as the exercise of such options is not reasonably certain. Certain agreements require the Company to pay its proportionate share of property operating expenses such as common area expenses, utilities, insurance and real estate taxes, and certain capital expenditures related to the maintenance of the properties. These payments are not included in the calculation of the lease liability and are presented as variable lease costs. The following table presents additional information pertaining to the Company’s operating leases: Three Months Ended March 31, Supplemental Statements of Operations Information 2020 2019 Operating lease costs $ 1,756 $ 1,711 Short-term lease costs 10 10 Variable lease costs 129 142 Total lease costs $ 1,895 $ 1,863 Three Months Ended March 31, Supplemental Statements of Cash Flows Information 2020 2019 Operating cash outflows from operating leases $ 1,769 $ 1,797 ROU assets obtained in exchange for operating lease liabilities $ — $ 44,324 ROU assets written off due to lease modifications $ (1,748) $ — Operating Lease Liabilities As of Future minimum operating lease payments: 2020 (remaining nine months) $ 5,282 2021 6,257 2022 6,028 2023 5,339 2024 5,246 Thereafter 25,560 Total future minimum operating lease payments 53,712 Less: imputed interest (12,279) Operating lease liabilities $ 41,433 Supplemental Balance Sheets Information As of As of Operating lease liabilities (1)(2) $ 41,433 $ 44,707 ROU assets (1)(3) $ 36,836 $ 39,860 (1) As of March 31, 2020 and December 31, 2019, the weighted average remaining lease term was 11.1 years and 10.9 years, respectively, and the weighted average discount rate was 4.31% and 4.30%, respectively. (2) These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets. (3) These amounts are included in Other assets on the Company’s unaudited Condensed Consolidated Balance Sheets. As of March 31, 2020, there were no material leases that have been executed but not yet commenced. |
Equity and Capital
Equity and Capital | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Equity and Capital | Equity and Capital ATM In January 2020, the Company established an at-the-market equity offering program (“ATM”) through which the Company may sell from time to time up to an aggregate of $400.0 million of its common stock through sales agents over a three Share Repurchase Program In January 2020, the Company established a new share repurchase program (the “Program”) for up to $400.0 million of the Company’s common stock. The Program is scheduled to expire on January 9, 2023, unless suspended or extended by the Board of Directors. The Program replaced the Company’s prior share repurchase program (the “Prior Program”), which expired on December 5, 2019. During the three months ended March 31, 2020, the Company repurchased 1.7 million shares of common stock under the Program at an average price per share of $15.14 for a total of $25.0 million, excluding commissions. The Company incurred total commissions of less than $0.1 million in conjunction with the Program for the three months ended March 31, 2020. During the three months ended March 31, 2019, the Company repurchased 0.7 million shares of common stock under the Prior Program at an average price per share of $17.53 for a total of $11.6 million, excluding commissions. The Company incurred total commissions of less than $0.1 million in conjunction with the Prior Program for the three months ended March 31, 2019. As of March 31, 2020, the Program had $375.0 million of available repurchase capacity. 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 tax withholding obligations. During the three months ended March 31, 2020 and 2019, the Company withheld 0.2 million and 0.1 million shares, respectively. Dividends and Distributions During the three months ended March 31, 2020 and 2019, the Company declared common stock dividends and OP Unit distributions of $0.285 per share/unit and $0.280 per share/unit, respectively. As of March 31, 2020 and December 31, 2019, the Company had declared but unpaid common stock dividends and OP Unit distributions of $86.7 million and $87.2 million, respectively. These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets. |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [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 three months ended March 31, 2020 and the year ended December 31, 2019, 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 criteria, which contain a threshold, target, above 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 0.7 million and 0.8 million for the three months ended March 31, 2020 and the year ended December 31, 2019, respectively, with vesting periods ranging from one assumptions: (i) volatility of 20.0% to 23.0% and 20.0% to 21.0%, respectively; (ii) a weighted average risk-free interest rate of 1.20% to 1.30% and 2.55%, respectively; and (iii) the Company’s weighted average common stock dividend yield of 5.9% to 6.0% and 5.6%, respectively. During the three months ended March 31, 2020 and 2019, the Company recognized $2.8 million and $2.6 million of equity compensation expense, respectively, of which $0.2 million and $0.2 million was capitalized, respectively. These amounts are included in General and administrative expense on the Company’s unaudited Condensed Consolidated Statements of Operations. As of March 31, 2020, the Company had $23.8 million of total unrecognized compensation expense related to unvested stock compensation, which is expected to be recognized over a weighted average period of approximately 2.3 years. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2020 | |
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 months ended March 31, 2020 and 2019 (dollars in thousands, except per share data): Three Months Ended March 31, 2020 2019 Computation of Basic Earnings Per Share: Net income $ 59,781 $ 62,900 Non-forfeitable dividends on unvested restricted shares (218) (144) Net income attributable to the Company’s common stockholders for basic earnings per share $ 59,563 $ 62,756 Weighted average number shares outstanding – basic 297,841 298,599 Basic earnings per share attributable to the Company’s common stockholders: Net income per share $ 0.20 $ 0.21 Computation of Diluted Earnings Per Share: Net income attributable to the Company’s common stockholders for diluted earnings per share $ 59,563 $ 62,756 Weighted average shares outstanding – basic 297,841 298,599 Effect of dilutive securities: Equity awards 423 430 Weighted average shares outstanding – diluted 298,264 299,029 Diluted earnings per share attributable to the Company’s common stockholders: Net income per share $ 0.20 $ 0.21 |
Earnings per Unit
Earnings per Unit | 3 Months Ended |
Mar. 31, 2020 | |
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 months ended March 31, 2020 and 2019 (dollars in thousands, except per share data): Three Months Ended March 31, 2020 2019 Computation of Basic Earnings Per Share: Net income $ 59,781 $ 62,900 Non-forfeitable dividends on unvested restricted shares (218) (144) Net income attributable to the Company’s common stockholders for basic earnings per share $ 59,563 $ 62,756 Weighted average number shares outstanding – basic 297,841 298,599 Basic earnings per share attributable to the Company’s common stockholders: Net income per share $ 0.20 $ 0.21 Computation of Diluted Earnings Per Share: Net income attributable to the Company’s common stockholders for diluted earnings per share $ 59,563 $ 62,756 Weighted average shares outstanding – basic 297,841 298,599 Effect of dilutive securities: Equity awards 423 430 Weighted average shares outstanding – diluted 298,264 299,029 Diluted earnings per share attributable to the Company’s common stockholders: Net income per share $ 0.20 $ 0.21 |
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 months ended March 31, 2020 and 2019 (dollars in thousands, except per unit data): Three Months Ended March 31, 2020 2019 Computation of Basic Earnings Per Unit: Net income $ 59,781 $ 62,900 Non-forfeitable dividends on unvested restricted units (218) (144) Net income attributable to the Operating Partnership’s common units for basic earnings per unit $ 59,563 $ 62,756 Weighted average number common units outstanding – basic 297,841 298,599 Basic earnings per unit attributable to the Operating Partnership’s common units: Net income per unit $ 0.20 $ 0.21 Computation of Diluted Earnings Per Unit: Net income attributable to the Operating Partnership’s common units for diluted earnings per unit $ 59,563 $ 62,756 Weighted average common units outstanding – basic 297,841 298,599 Effect of dilutive securities: Equity awards 423 430 Weighted average common units outstanding – diluted 298,264 299,029 Diluted earnings per unit attributable to the Operating Partnership’s common units: Net income per unit $ 0.20 $ 0.21 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
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 financial condition, operating results or cash flows. As previously disclosed, on August 1, 2019, the Company finalized a settlement with the SEC with respect to matters initially disclosed on February 8, 2016 relating to a review conducted by the Audit Committee of the Company’s Board of Directors into certain accounting matters and the related conduct of certain former Company executives. The Company believes that no additional governmental proceedings relating to these matters will be brought against the Company. The Company understands that the SEC and the U.S. Attorney’s Office for the Southern District of New York are pursuing actions relating to these matters with respect to certain former employees. The Company remains obligated to indemnify these former officers for legal and other professional fees and the Company believes the total amounts will likely be in excess of the Company’s insurance coverage. Environmental Matters Under various federal, state and local laws, ordinances and regulations, the Company may be or become liable for the costs of removal or remediation of certain hazardous or toxic substances released on or in the Company’s property or disposed of by the Company or its tenants, as well as certain other potential costs which could relate to hazardous or toxic substances (including governmental 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 financial condition, operating results or cash flows. |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
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 real estate assets. As of March 31, 2020 and December 31, 2019, there were no material receivables from or payables to related parties. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In preparing the unaudited Condensed Consolidated Financial Statements, the Company has evaluated events and transactions occurring after March 31, 2020 for recognition and/or disclosure purposes. Based on this evaluation, there were no subsequent events from March 31, 2020 through the date the financial statements were issued other than the following: • On April 29, 2020, the Operating Partnership amended its senior unsecured credit facilities, changing the covenant calculation reference period for calculating net operating income to the most recent twelve months for which it reported financial results from the most recent six months for which it reported financial results, annualized. • In response to uncertainties created by the COVID-19 pandemic, the Company’s Board of Directors has temporarily suspended the quarterly cash dividend. The Company’s Board of Directors will reevaluate the dividend on a quarterly basis, taking into account a variety of relevant factors including REIT taxable income. |
Nature of Business and Financ_2
Nature of Business and Financial Statement Presentation (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
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, 2019 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 10, 2020. |
Principles of Consolidation | Principles of ConsolidationThe 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. All intercompany transactions have been eliminated. |
Income Taxes | Income Taxes Brixmor Property Group Inc. 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, Brixmor Property Group Inc. must meet several 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. Management intends to satisfy these requirements and maintain Brixmor Property Group Inc.’s REIT status. As a REIT, Brixmor Property Group Inc. 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. Brixmor Property Group Inc. 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 do not materially impact the unaudited Condensed Consolidated Financial Statements of the Company. If Brixmor Property Group Inc. fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal taxes at regular corporate rates and may not be able to qualify as a REIT for the four subsequent taxable years. Even if Brixmor Property Group Inc. qualifies for taxation as a REIT, Brixmor Property Group Inc. 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 as well as other income items, as applicable. Brixmor Property Group Inc. has elected to treat certain of its subsidiaries as taxable REIT subsidiaries (each a “TRS”), and Brixmor Property Group Inc. may in the future elect to treat newly formed and/or other existing subsidiaries as TRSs. A TRS may participate in non-real estate related activities and/or perform non-customary services for tenants and is subject to certain limitations under the Code. A TRS is subject to U.S. federal and state income taxes at regular corporate rates. Income taxes related to Brixmor Property Group Inc.’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 March 31, 2020 and December 31, 2019. Open tax years generally range from 2016 through 2019, but may vary by jurisdiction and issue. The Company recognizes penalties and interest accrued related to unrecognized tax benefits as income tax expense, which is included in Other on the Company’s unaudited Condensed Consolidated Statements of Operations. |
New Accounting Pronouncements | New Accounting Pronouncements In April 2020, the Financial Accounting Standards Board (“FASB”) issued a Staff Q&A on accounting for leases during the COVID-19 pandemic, focused on the application of lease guidance in Accounting Standards Codification (“ASC”) 842, Leases . The Q&A states that it would be acceptable to make a policy election regarding rent concessions resulting from COVID-19, which would not require entities to account for the rent concessions as lease modifications. Rent abatements would be recognized as reductions to revenue during the period in which they were granted. Rent deferrals would result in an increase to “Receivables, net” during the deferral period with no impact on rental revenue recognition. The Company is evaluating the impact of this policy election and has not yet concluded whether the Company will apply the election. In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326). ASU 2016-13 was subsequently amended by ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses. ASU 2016-13 amends guidance to replace the prior “incurred loss” methodology of recognizing credit losses on financial instruments with a methodology that reflects expected credit losses and requires consideration of a broader range of information. Any unrealized loss on the Company’s financial instruments must be assessed to determine if any portion of the unrealized loss is attributable to credit loss and the portion that is due to other factors, such as changes in market interest rates. “Credit loss” refers to any portion of the carrying amount that the Company does not expect to collect over a financial instrument’s contractual life. The Company considers current market conditions and reasonable forecasts of future market conditions to estimate expected credit losses over the life of the financial instrument. Any portion of unrealized losses due to credit loss is recognized through net income and reported in equity as a component of distributions in excess of net income. The portion of unrealized losses due to other factors continues to be recognized through other comprehensive income and reported in accumulated other comprehensive income. In addition, ASU 2018-19 clarifies that receivables arising from operating leases are not within the scope of ASC 326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with ASC 842. The standard became effective for the Company on January 1, 2020. The Company determined that these changes did not have a material impact on the unaudited Condensed Consolidated Financial Statements of the Company. In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815). ASU 2018-16 was subsequently amended by ASU 2020-04, Reference Rate Reform (Topic 848). ASU 2018-16 amends guidance to permit the use of the Overnight Index Swap (“OIS”) rate based on the Secured Overnight Financing Rate (“SOFR”) as a U.S. benchmark interest rate for hedge accounting purposes under ASC 815, Derivatives and Hedging . The standard became effective for the Company on January 1, 2019 and a prospective transition approach was required. The Company determined that the adoption of ASU 2018-16 did not have a material impact on the unaudited Condensed Consolidated Financial Statements of the Company. ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) . ASU 2018-13 amends certain disclosure requirements regarding the fair value hierarchy of investments in accordance with GAAP, particularly the significant unobservable inputs used to value investments within Level 3 of the fair value hierarchy. The standard became effective for the Company on January 1, 2020. The Company determined that these changes did not have a material impact on the unaudited Condensed Consolidated Financial Statements of the Company. |
Acquisition of Real Estate (Tab
Acquisition of Real Estate (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Real Estate [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | During the three months ended March 31, 2020, the Company acquired the following asset: Description (1) Location Month Acquired GLA Aggregate Purchase Price (2) Land adjacent to Shops at Palm Lakes Miami Gardens, FL Feb-20 N/A $ 2,020 N/A $ 2,020 (1) No debt was assumed related to the listed acquisition. (2) Aggregate purchase price has been allocated to Land and includes less than $0.1 million of transaction costs. During the three months ended March 31, 2019, the Company did not acquire any assets. |
Dispositions and Assets Held _2
Dispositions and Assets Held for Sale (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Reclassificationa of Disposal Groups, Including Discontinued Operations | The following table presents the assets and liabilities associated with the properties classified as held for sale: Assets March 31, 2020 December 31, 2019 Land $ 1,387 $ 3,356 Buildings and improvements 6,084 31,650 Accumulated depreciation and amortization (3,032) (13,044) Real estate, net 4,439 21,962 Other assets 210 209 Assets associated with real estate assets held for sale $ 4,649 $ 22,171 Liabilities Below-market leases $ 107 $ 415 Liabilities associated with real estate assets held for sale (1) $ 107 $ 415 (1) These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets. |
Real Estate (Tables)
Real Estate (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Real Estate [Abstract] | |
Schedule of real estate properties | The Company’s components of Real estate, net consisted of the following: March 31, 2020 December 31, 2019 Land $ 1,764,323 $ 1,767,029 Buildings and improvements: Buildings and tenant improvements (1) 7,782,054 7,741,607 Lease intangibles (2) 603,206 614,964 10,149,583 10,123,600 Accumulated depreciation and amortization (3) (2,527,011) (2,481,250) Total $ 7,622,572 $ 7,642,350 (1) As of March 31, 2020 and December 31, 2019, Buildings and tenant improvements included accrued amounts, net of anticipated insurance proceeds, of $33.9 million and $46.9 million, respectively. (2) As of March 31, 2020 and December 31, 2019, Lease intangibles consisted of $544.4 million and $554.9 million, respectively, of in-place leases and $58.8 million and $60.1 million, respectively, of above-market leases. These intangible assets are amortized over the term of each related lease. (3) As of March 31, 2020 and December 31, 2019, Accumulated depreciation and amortization included $527.8 million and $533.1 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 2020 (remaining nine months) $ (10,090) $ 12,874 2021 (11,638) 13,266 2022 (9,649) 9,257 2023 (8,290) 6,730 2024 (7,701) 5,041 |
Impairments (Tables)
Impairments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Impairment of Real Estate [Abstract] | |
Schedule of Impairments | The Company recognized the following impairments during the three months ended March 31, 2020: Three Months Ended March 31, 2020 Property Name (1) Location GLA Impairment Charge Spring Mall Greenfield, WI 45,920 $ 4,584 Parcel at Lakes Crossing (2)(3) Muskegon, MI 4,990 14 50,910 $ 4,598 (1) The Company recognized impairment charges based upon a change in the estimated hold period of these properties and/or offers from third-party buyers primarily in connection with the Company’s capital recycling program. (2) The Company disposed of this property during the three months ended March 31, 2020. (3) This property was classified as held for sale as of December 31, 2019. The Company recognized the following impairment during the three months ended March 31, 2019: Three Months Ended March 31, 2019 Property Name (1) Location GLA Impairment Charge Brice Park Reynoldsburg, OH 158,565 $ 3,112 158,565 $ 3,112 (1) The Company recognized an impairment charge based upon a change in the estimated hold period of this property and offers from third-party buyers in connection with the Company’s capital recycling program. |
Financial Instruments - Deriv_2
Financial Instruments - Derivatives and Hedging (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of interest rate derivatives | Number of Instruments Notional Amount March 31, 2020 December 31, 2019 March 31, 2020 December 31, 2019 Interest Rate Swaps 7 7 $ 800,000 $ 800,000 |
Schedule of derivative instruments in Statement of Financial Position, fair value | Fair Value of Derivative Instruments Interest rate swaps classified as: March 31, 2020 December 31, 2019 Gross derivative assets $ — $ 3,795 Gross derivative liabilities (33,532) (13,449) Net derivative liabilities $ (33,532) $ (9,654) |
Schedule of Derivatives in Cash Flow Hedging Relationships | Derivatives in Cash Flow Hedging Relationships Three Months Ended March 31, 2020 2019 Change in unrealized loss on interest rate swaps $ (23,831) $ (6,944) Accretion of interest rate swaps to interest expense (47) (3,113) Change in unrealized loss on interest rate swaps, net $ (23,878) $ (10,057) |
Debt Obligations (Tables)
Debt Obligations (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt obligations under various arrangements with financial institutions | As of March 31, 2020 and December 31, 2019, the Company had the following indebtedness outstanding: Carrying Value as of March 31, December 31, Stated Interest Rate (1) Scheduled Secured loan Secured loan $ — $ 7,000 — — Net unamortized premium — 211 Net unamortized debt issuance costs — (37) Total secured loan, net $ — $ 7,174 Notes payable Unsecured notes (2)(3) $ 4,218,453 $ 4,218,453 2.81% – 7.97% 2022 – 2029 Net unamortized premium (discount) 11,003 11,078 Net unamortized debt issuance costs (22,428) (23,579) Total notes payable, net $ 4,207,028 $ 4,205,952 Unsecured Credit Facility and term loans Unsecured Credit Facility - Revolving Facility $ 645,500 $ 7,000 2.05% 2023 Unsecured $350 Million Term Loan (3) 350,000 350,000 2.83% 2023 Unsecured $300 Million Term Loan (4) 300,000 300,000 2.83% 2024 Net unamortized debt issuance costs (8,329) (8,941) Total Unsecured Credit Facility and term loans $ 1,287,171 $ 648,059 Total debt obligations, net $ 5,494,199 $ 4,861,185 (1) Stated interest rates as of March 31, 2020 do not include the impact of the Company’s interest rate swap agreements (described below). (2) The weighted average stated interest rate on the Company’s unsecured notes was 3.80% as of March 31, 2020. (3) Effective November 1, 2016, the Company has in place three interest rate swap agreements that convert the variable interest rate on $150.0 million of the Company’s $250.0 million Floating Rate Senior Notes due 2022, issued on August 31, 2018 (the “2022 Notes”) to a fixed, combined interest rate of 1.11% (plus a spread of 105 basis points) and the Company’s $350.0 million term loan agreement, as amended December 12, 2018, (the “$350 Million Term Loan”) to a fixed, combined interest rate of 1.11% (plus a spread of 125 basis points) through July 30, 2021. (4) Effective January 2, 2019, the Company has in place four interest rate swap agreements that convert the variable interest rate on the Company’s $300 million term loan agreement, as amended December 12, 2018 (the “$300 Million Term Loan”) to a fixed, combined interest rate of 2.61% (plus a spread of 125 basis points) through July 26, 2024. |
Future expected/scheduled maturities of outstanding debt and capital lease obligations | As of March 31, 2020 and December 31, 2019, the Company had accrued interest of $35.5 million and $36.9 million outstanding, respectively. As of March 31, 2020, scheduled maturities of the Company’s outstanding debt obligations were as follows: Year ending December 31, 2020 (remaining nine months) $ — 2021 — 2022 750,000 2023 1,495,500 2024 800,000 Thereafter 2,468,453 Total debt maturities 5,513,953 Net unamortized premium 11,003 Net unamortized debt issuance costs (30,757) Total debt obligations, net $ 5,494,199 |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule Of Fair Value Debt Obligation | All financial instruments of the Company are reflected in the accompanying unaudited Condensed Consolidated Balance Sheets at amounts which, in management’s judgment, reasonably approximate their fair values, except those instruments listed below: March 31, 2020 December 31, 2019 Carrying Fair Carrying Fair Secured loan $ — $ — $ 7,174 $ 7,306 Notes payable 4,207,028 4,145,412 4,205,952 4,422,513 Unsecured Credit Facility and term loans 1,287,171 1,294,803 648,059 658,490 Total debt obligations, net $ 5,494,199 $ 5,440,215 $ 4,861,185 $ 5,088,309 |
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 March 31, 2020 Balance Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs Significant Unobservable Inputs Assets: Marketable securities (1) $ 17,550 $ 1,054 $ 16,496 $ — Liabilities: Interest rate derivatives $ (33,532) $ — $ (33,532) $ — Fair Value Measurements as of December 31, 2019 Balance Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs Significant Unobservable Inputs Assets: Marketable securities (1) $ 18,054 $ 1,459 $ 16,595 $ — Interest rate derivatives $ 3,795 $ — $ 3,795 $ — Liabilities: Interest rate derivatives $ (13,449) $ — $ (13,449) $ — |
Fair Value Measurements, Nonrecurring | 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 non-recurring basis. The table includes information related to properties that were remeasured to fair value as a result of impairment testing during the three months ended March 31, 2020 and during the year ended December 31, 2019, excluding the properties sold prior to March 31, 2020 and December 31, 2019, respectively: Fair Value Measurements as of March 31, 2020 Balance Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Impairment of Real Estate Assets Assets: Properties (1)(2) $ 4,889 $ — $ — $ 4,889 $ 4,584 Fair Value Measurements as of December 31, 2019 Balance Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Impairment of Real Estate Assets Assets: Properties (3)(4) $ 23,533 $ — $ — $ 23,533 $ 7,983 (1) Excludes properties disposed of prior to March 31, 2020. (2) The carrying value of properties remeasured to fair value based upon a discounted cash flow analysis during the three months ended March 31, 2020 includes $4.9 million related to Spring Mall. The capitalization rate of 8.0% and discount rate of 8.0% 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. (3) Excludes properties disposed of prior to December 31, 2019. (4) The carrying value of properties remeasured to fair value based upon offers from third-party buyers during the year ended December 31, 2019 includes: (i) $9.7 million related to Brice Park; (ii) $9.1 million related to Mohawk Acres Plaza; (iii) $3.4 million related to Lincoln Plaza; and (iv) $1.3 million related to a parcel at Lakes Crossing. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Lessor, Operating Lease, Payments to be Received, Maturity | Year ending December 31, Operating Leases 2020 (remaining nine months) $ 613,602 2021 747,547 2022 645,340 2023 548,777 2024 442,135 Thereafter 1,532,226 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule of Operating Leases | The following table presents additional information pertaining to the Company’s operating leases: Three Months Ended March 31, Supplemental Statements of Operations Information 2020 2019 Operating lease costs $ 1,756 $ 1,711 Short-term lease costs 10 10 Variable lease costs 129 142 Total lease costs $ 1,895 $ 1,863 Three Months Ended March 31, Supplemental Statements of Cash Flows Information 2020 2019 Operating cash outflows from operating leases $ 1,769 $ 1,797 ROU assets obtained in exchange for operating lease liabilities $ — $ 44,324 ROU assets written off due to lease modifications $ (1,748) $ — Operating Lease Liabilities As of Future minimum operating lease payments: 2020 (remaining nine months) $ 5,282 2021 6,257 2022 6,028 2023 5,339 2024 5,246 Thereafter 25,560 Total future minimum operating lease payments 53,712 Less: imputed interest (12,279) Operating lease liabilities $ 41,433 Supplemental Balance Sheets Information As of As of Operating lease liabilities (1)(2) $ 41,433 $ 44,707 ROU assets (1)(3) $ 36,836 $ 39,860 (1) As of March 31, 2020 and December 31, 2019, the weighted average remaining lease term was 11.1 years and 10.9 years, respectively, and the weighted average discount rate was 4.31% and 4.30%, respectively. (2) These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets. (3) These amounts are included in Other assets on the Company’s unaudited Condensed Consolidated Balance Sheets. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic and diluted | The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three months ended March 31, 2020 and 2019 (dollars in thousands, except per share data): Three Months Ended March 31, 2020 2019 Computation of Basic Earnings Per Share: Net income $ 59,781 $ 62,900 Non-forfeitable dividends on unvested restricted shares (218) (144) Net income attributable to the Company’s common stockholders for basic earnings per share $ 59,563 $ 62,756 Weighted average number shares outstanding – basic 297,841 298,599 Basic earnings per share attributable to the Company’s common stockholders: Net income per share $ 0.20 $ 0.21 Computation of Diluted Earnings Per Share: Net income attributable to the Company’s common stockholders for diluted earnings per share $ 59,563 $ 62,756 Weighted average shares outstanding – basic 297,841 298,599 Effect of dilutive securities: Equity awards 423 430 Weighted average shares outstanding – diluted 298,264 299,029 Diluted earnings per share attributable to the Company’s common stockholders: Net income per share $ 0.20 $ 0.21 |
Earnings per Unit (Tables)
Earnings per Unit (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Schedule of Earnings per Share [Line Items] | |
Schedule of earnings per unit, basic and diluted | The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three months ended March 31, 2020 and 2019 (dollars in thousands, except per share data): Three Months Ended March 31, 2020 2019 Computation of Basic Earnings Per Share: Net income $ 59,781 $ 62,900 Non-forfeitable dividends on unvested restricted shares (218) (144) Net income attributable to the Company’s common stockholders for basic earnings per share $ 59,563 $ 62,756 Weighted average number shares outstanding – basic 297,841 298,599 Basic earnings per share attributable to the Company’s common stockholders: Net income per share $ 0.20 $ 0.21 Computation of Diluted Earnings Per Share: Net income attributable to the Company’s common stockholders for diluted earnings per share $ 59,563 $ 62,756 Weighted average shares outstanding – basic 297,841 298,599 Effect of dilutive securities: Equity awards 423 430 Weighted average shares outstanding – diluted 298,264 299,029 Diluted earnings per share attributable to the Company’s common stockholders: Net income per share $ 0.20 $ 0.21 |
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 months ended March 31, 2020 and 2019 (dollars in thousands, except per unit data): Three Months Ended March 31, 2020 2019 Computation of Basic Earnings Per Unit: Net income $ 59,781 $ 62,900 Non-forfeitable dividends on unvested restricted units (218) (144) Net income attributable to the Operating Partnership’s common units for basic earnings per unit $ 59,563 $ 62,756 Weighted average number common units outstanding – basic 297,841 298,599 Basic earnings per unit attributable to the Operating Partnership’s common units: Net income per unit $ 0.20 $ 0.21 Computation of Diluted Earnings Per Unit: Net income attributable to the Operating Partnership’s common units for diluted earnings per unit $ 59,563 $ 62,756 Weighted average common units outstanding – basic 297,841 298,599 Effect of dilutive securities: Equity awards 423 430 Weighted average common units outstanding – diluted 298,264 299,029 Diluted earnings per unit attributable to the Operating Partnership’s common units: Net income per unit $ 0.20 $ 0.21 |
Nature of Business and Financ_3
Nature of Business and Financial Statement Presentation (Details) ft² in Millions | Mar. 31, 2020ft²Property |
Shopping Center | |
Nture of Oerations and Financial Statements Presentation [Line Items] | |
Number of real estate properties | Property | 400 |
GLA | ft² | 70 |
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 | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Business Acquisition [Line Items] | |
Aggregate Purchase Price | $ 2,020 |
Transaction costs | 100 |
Land adjacent to Shops at Palm Lakes | |
Business Acquisition [Line Items] | |
Aggregate Purchase Price | $ 2,020 |
Dispositions and Assets Held _3
Dispositions and Assets Held for Sale (Narrative) (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020USD ($)propertyshopping_center | Mar. 31, 2019USD ($)shopping_center | Dec. 31, 2019property | |
Schedule of Acquisitions and Dispositions [Line Items] | |||
Gain on sale | $ 8,905 | $ 7,602 | |
Disposed of by Sale | |||
Schedule of Acquisitions and Dispositions [Line Items] | |||
Number of shopping centers sold | shopping_center | 3 | 3 | |
Number of partial shopping centers sold | shopping_center | 2 | ||
Proceeds from sale of property | $ 40,500 | $ 44,900 | |
Gain on sale | 7,500 | 7,300 | |
Provisions of impairment | 100 | ||
Disposed of by Sale | Previously Disposed Assets | |||
Schedule of Acquisitions and Dispositions [Line Items] | |||
Proceeds from sale of property | 900 | 300 | |
Gain on sale | 1,400 | $ 300 | |
Contingencies received | $ 500 | ||
Held-for-sale | |||
Schedule of Acquisitions and Dispositions [Line Items] | |||
Number of real estate properties | property | 2 | 2 | |
Held-for-sale | Partial Properties | |||
Schedule of Acquisitions and Dispositions [Line Items] | |||
Number of real estate properties | property | 2 |
Dispositions and Assets Held _4
Dispositions and Assets Held for Sale (Held for Sale) (Details) $ in Thousands | Mar. 31, 2020USD ($)property | Dec. 31, 2019USD ($)property |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Assets associated with real estate assets held for sale | $ 4,649 | $ 22,171 |
Held-for-sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of real estate properties | property | 2 | 2 |
Land | $ 1,387 | $ 3,356 |
Buildings and improvements | 6,084 | 31,650 |
Accumulated depreciation and amortization | (3,032) | (13,044) |
Real estate, net | 4,439 | 21,962 |
Other assets | 210 | 209 |
Assets associated with real estate assets held for sale | 4,649 | 22,171 |
Below Market Lease, Net | 107 | 415 |
Liabilities associated with real estate assets held for sale | $ 107 | $ 415 |
Real Estate (Details)
Real Estate (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2019 | |
Real Estate Owned, Disclosure of Detailed Components [Abstract] | ||||
Land | $ 1,764,323 | $ 1,767,029 | ||
Building and tenant improvements | 7,782,054 | 7,741,607 | ||
Lease intangibles | 603,206 | 614,964 | ||
Real estate, gross | 10,149,583 | 10,123,600 | ||
Accumulated depreciation and amortization | (2,527,011) | (2,481,250) | ||
Total | 7,622,572 | 7,642,350 | ||
Accrued capital expenditures and tenant improvements | 33,900 | $ 46,900 | ||
Accumulated amortization | 527,800 | 533,100 | ||
Intangible liabilities relating to below-market leases | 365,200 | 372,100 | ||
Accumulated amortization on below-market leases | 265,100 | 267,100 | ||
Below-market lease intangible amortization | 4,200 | $ 4,900 | ||
Amortization of intangible assets | 5,500 | $ 6,500 | ||
Leases, acquired-in-place | ||||
Real Estate Owned, Disclosure of Detailed Components [Abstract] | ||||
In-place lease value | 544,400 | 554,900 | ||
In-place lease amortization expense | ||||
2020 (remaining nine months) | 12,874 | |||
2021 | 13,266 | |||
2022 | 9,257 | |||
2023 | 6,730 | |||
2024 | 5,041 | |||
Above market leases | ||||
Real Estate Owned, Disclosure of Detailed Components [Abstract] | ||||
Above market leases | 58,800 | $ 60,100 | ||
Below-market lease accretion (income), net of above-market lease amortization | ||||
Below-market lease accretion (income), net of above-market lease amortization | ||||
2020 (remaining nine months) | (10,090) | |||
2021 | (11,638) | |||
2022 | (9,649) | |||
2023 | (8,290) | |||
2024 | $ (7,701) |
Impairments (Details)
Impairments (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($)ft² | Mar. 31, 2019USD ($)ft² | |
Real Estate Properties [Line Items] | ||
GLA | ft² | 50,910 | 158,565 |
Impairment Charge | $ | $ 4,598 | $ 3,112 |
Spring Mall | ||
Real Estate Properties [Line Items] | ||
GLA | ft² | 45,920 | |
Impairment Charge | $ | $ 4,584 | |
Parcel at Lakes Crossing | ||
Real Estate Properties [Line Items] | ||
GLA | ft² | 4,990 | |
Impairment Charge | $ | $ 14 | |
Brice Park | ||
Real Estate Properties [Line Items] | ||
GLA | ft² | 158,565 | |
Impairment Charge | $ | $ 3,112 |
Financial Instruments - Deriv_3
Financial Instruments - Derivatives and Hedging (Notional Amount) (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020USD ($)derivative_instrument | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($)derivative_instrument | |
Maximum | |||
Derivative [Line Items] | |||
Amount expected to be reclassified from accumulated other comprehensive loss in the next twelve months | $ 10,600,000 | ||
Interest Rate Swap | Designated as Hedging Instrument | |||
Derivative [Line Items] | |||
Number of instruments entered | derivative_instrument | 0 | 0 | |
Number of Instruments | derivative_instrument | 7 | 7 | |
Notional Amount | $ 800,000,000 | $ 800,000,000 | |
Gain (loss) on derivative | $ 0 | $ 0 |
Financial Instruments - Deriv_4
Financial Instruments - Derivatives and Hedging (Fair Value) (Details) - Interest Rate Swap - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Derivatives, Fair Value [Line Items] | ||
Gross derivative assets | $ 0 | $ 3,795 |
Gross derivative liabilities | (33,532) | (13,449) |
Net derivative liabilities | $ (33,532) | $ (9,654) |
Financial Instruments - Deriv_5
Financial Instruments - Derivatives and Hedging (Cash Flow Hedging Relationship) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Change in unrealized loss on interest rate swaps | $ (23,831) | $ (6,944) |
Accretion of interest rate swaps to interest expense | (47) | (3,113) |
Change in unrealized loss on interest rate swaps, net | $ (23,878) | $ (10,057) |
Debt Obligations (Shedule of De
Debt Obligations (Shedule of Debt) (Details) | 1 Months Ended | 3 Months Ended | |||
Aug. 31, 2018USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 12, 2018USD ($)derivative_instrument | Nov. 01, 2016USD ($)derivative_instrument | |
Debt obligations under various arrangements with financial institutions | |||||
Long-term debt | $ 5,513,953,000 | ||||
Net unamortized debt issuance costs | (30,757,000) | ||||
Total debt obligations | 5,494,199,000 | $ 4,861,185,000 | |||
Floating Rate Senior Notes due 2022 | Brixmor Operating Partnership LP | |||||
Debt obligations under various arrangements with financial institutions | |||||
Stated spread rate | 1.05% | ||||
Term loan face amount | $ 250,000,000 | ||||
Effective percentage | 1.11% | ||||
Term Loan | Unsecured $500 Million Term Loan | Interest Rate Swap | |||||
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 | 0 | 7,000,000 | |||
Net unamortized premium (discount) | 0 | 211,000 | |||
Net unamortized debt issuance costs | 0 | (37,000) | |||
Long-term debt | $ 0 | 7,174,000 | |||
Stated percentage | 0.00% | ||||
Unsecured Debt | |||||
Debt obligations under various arrangements with financial institutions | |||||
Long-term debt | $ 4,218,453,000 | 4,218,453,000 | |||
Net unamortized premium (discount) | 11,003,000 | 11,078,000 | |||
Net unamortized debt issuance costs | (22,428,000) | (23,579,000) | |||
Long-term debt | $ 4,207,028,000 | 4,205,952,000 | |||
Weighted average fixed interest rate | 3.80% | ||||
Unsecured Debt | Minimum | |||||
Debt obligations under various arrangements with financial institutions | |||||
Stated percentage | 2.81% | ||||
Unsecured Debt | Maximum | |||||
Debt obligations under various arrangements with financial institutions | |||||
Stated percentage | 7.97% | ||||
Unsecured Debt | Term Loan | Unsecured $350 Million Term Loan | |||||
Debt obligations under various arrangements with financial institutions | |||||
Long-term debt | $ 350,000,000 | 350,000,000 | |||
Stated percentage | 2.83% | ||||
Term loan face amount | $ 350,000,000 | ||||
Unsecured Debt | Term Loan | Unsecured $300 Million Term Loan | |||||
Debt obligations under various arrangements with financial institutions | |||||
Long-term debt | $ 300,000,000 | 300,000,000 | |||
Stated percentage | 2.83% | ||||
Term loan face amount | $ 300,000,000 | ||||
Effective percentage | 2.61% | ||||
Unsecured Debt | Term Loan | Unsecured $300 Million Term Loan | Through July 26, 2024 | |||||
Debt obligations under various arrangements with financial institutions | |||||
Stated spread rate | 1.25% | ||||
Unsecured Debt | Term Loan | Unsecured $300 Million Term Loan | Interest Rate Swap | |||||
Debt obligations under various arrangements with financial institutions | |||||
Number of Instruments | derivative_instrument | 4 | ||||
Unsecured Debt | Term Loan | Unsecured $500 Million Term Loan | |||||
Debt obligations under various arrangements with financial institutions | |||||
Effective percentage | 1.11% | ||||
Unsecured Debt | Term Loan | Unsecured $500 Million Term Loan | Through July 30, 2021 | |||||
Debt obligations under various arrangements with financial institutions | |||||
Stated spread rate | 1.25% | ||||
Unsecured Debt | Term Loan | Unsecured $500 Million Term Loan | Interest Rate Swap | |||||
Debt obligations under various arrangements with financial institutions | |||||
Term loan face amount | $ 150,000,000 | ||||
Unsecured Debt | Unsecured Credit Facility | |||||
Debt obligations under various arrangements with financial institutions | |||||
Long-term debt | $ 645,500,000 | 7,000,000 | |||
Stated percentage | 2.05% | ||||
Term loan face amount | $ 1,250,000,000 | ||||
Unsecured Debt | Unsecured Credit Facility and Term Loan | |||||
Debt obligations under various arrangements with financial institutions | |||||
Net unamortized debt issuance costs | $ (8,329,000) | (8,941,000) | |||
Long-term debt | $ 1,287,171,000 | $ 648,059,000 |
Debt Obligations (Narrative) (D
Debt Obligations (Narrative) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 12, 2018 | |
Debt Instrument [Line Items] | |||
Debt repaid | $ 7,000,000 | ||
Gain (loss) on extinguishment of debt, net | (5,000) | $ 30,000 | |
Accelerated unamortized debt issuance costs | 200,000 | ||
Accelerated unamortized debt premium | 200,000 | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Debt repaid | 638,500,000 | ||
Unsecured Debt | Unsecured Credit Facility | |||
Debt Instrument [Line Items] | |||
Face amount of debt | $ 1,250,000,000 | ||
Gain (loss) on extinguishment of debt, net | $ (100,000) |
Debt Obligations (Maturities) (
Debt Obligations (Maturities) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
Interest payable | $ 35,500 | $ 36,900 |
Future expected/scheduled maturities of outstanding debt and capital lease | ||
2020 (remaining nine months) | 0 | |
2021 | 0 | |
2022 | 750,000 | |
2023 | 1,495,500 | |
2024 | 800,000 | |
Thereafter | 2,468,453 | |
Total debt maturities | 5,513,953 | |
Net unamortized premium | 11,003 | |
Net unamortized debt issuance costs | (30,757) | |
Total debt obligations, net | $ 5,494,199 | $ 4,861,185 |
Fair Value Disclosures (Debt Ob
Fair Value Disclosures (Debt Obligations) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Estimated fair value of the Company's debt obligations compared to their carrying amounts | ||
Mortgages and secured loans payable | $ 5,494,199 | $ 4,861,185 |
Total debt obligations, net | 5,494,199 | 4,861,185 |
Carrying Amount | ||
Estimated fair value of the Company's debt obligations compared to their carrying amounts | ||
Mortgages and secured loans payable | 0 | 7,174 |
Notes payable | 4,207,028 | 4,205,952 |
Unsecured credit facility and term loan | 1,287,171 | 648,059 |
Total debt obligations, net | 5,494,199 | 4,861,185 |
Fair Value | ||
Estimated fair value of the Company's debt obligations compared to their carrying amounts | ||
Mortgages and secured loans payable | 0 | 7,306 |
Notes payable | 4,145,412 | 4,422,513 |
Unsecured credit facility and term loan | 1,294,803 | 658,490 |
Total debt obligations | $ 5,440,215 | $ 5,088,309 |
Fair Value Disclosures (Measure
Fair Value Disclosures (Measurements) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Marketable securities, unrealized gain | $ (300) | $ 100 | ||
Impairment of real estate | $ 4,598 | $ 3,112 | ||
Minimum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Terminal capitalization rates | 8.00% | |||
Minimum | Discount Rate | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Measurement input | 8.00% | |||
Spring Mall | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Real estate investment, fair value | $ 4,900 | |||
Brice Park | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Real estate investment, fair value | 9,700 | |||
Mohawk Acres Plaza | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Real estate investment, fair value | 9,100 | |||
Lincoln Plaza | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Real estate investment, fair value | 3,400 | |||
Lakes Crossing | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Real estate investment, fair value | 1,300 | |||
Fair Value, Measurements, Recurring | Marketable Securities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative asset | 17,550 | 18,054 | ||
Fair Value, Measurements, Recurring | Interest Rate Derivatives | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative asset | 3,795 | |||
Derivative liability | (33,532) | (13,449) | ||
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 | 1,054 | 1,459 | ||
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 | |||
Derivative liability | 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 | 16,496 | 16,595 | ||
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 | 3,795 | |||
Derivative liability | 33,532 | (13,449) | ||
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 | ||
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 | |||
Derivative liability | 0 | 0 | ||
Fair Value, Measurements, Nonrecurring | Properties | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative asset | 4,889 | 23,533 | ||
Impairment of real estate | 4,584 | $ 7,983 | ||
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 | ||
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 | ||
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 | $ 4,889 | $ 23,533 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Performance obligation, description of timing | The agreements range in term from less than one year to 25 or more years, with certain agreements containing renewal options. These renewal options range from as little as one month to five or more years. | |
Lessor, Operating Lease, Payments, Fiscal Year Maturity [Abstract] | ||
2020 (remaining nine months) | $ 613,602 | |
2021 | 747,547 | |
2022 | 645,340 | |
2023 | 548,777 | |
2024 | 442,135 | |
Thereafter | 1,532,226 | |
Rental income based on percentage rents | $ 1,900 | $ 2,900 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | |||
Additional term of contract | 100 years | ||
Supplemental Statements of Operations Information | |||
Operating lease costs | $ 1,756 | $ 1,711 | |
Short-term lease costs | 10 | 10 | |
Variable lease costs | 129 | 142 | |
Total lease costs | 1,895 | 1,863 | |
Operating cash outflows from operating leases | 1,769 | 1,797 | |
ROU assets obtained in exchange for operating lease liabilities | 0 | 44,324 | |
ROU assets written off due to lease modifications | (1,748) | $ 0 | |
Operating Lease Liabilities | |||
2020 (remaining nine months) | 5,282 | ||
2021 | 6,257 | ||
2022 | 6,028 | ||
2023 | 5,339 | ||
2024 | 5,246 | ||
Thereafter | 25,560 | ||
Total future minimum operating lease payments | 53,712 | ||
Less: imputed interest | (12,279) | ||
Operating lease liabilities | 41,433 | $ 44,707 | |
ROU asset | $ 36,836 | $ 39,860 | |
Weighted average remaining lease term | 11 years 1 month 6 days | 10 years 10 months 24 days | |
Weighted average discount rate | 4.31% | 4.30% | |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Term of contract | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Term of contract | 50 years |
Equity and Capital (Details)
Equity and Capital (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Jan. 31, 2020 | Dec. 31, 2019 | |
Schedule of Shareholders' Equity [Line Items] | ||||
Compensation cost | $ 100,000 | $ 100,000 | ||
Available repurchase amount | $ 375,000,000 | |||
Dividends, per common share | $ 0.285 | $ 0.280 | ||
Accounts Payable and Accrued Liabilities | ||||
Schedule of Shareholders' Equity [Line Items] | ||||
Dividends payable | $ 86,700,000 | $ 87,200,000 | ||
Common Stock | ||||
Schedule of Shareholders' Equity [Line Items] | ||||
At-the-market equity offering program | $ 400,000,000 | |||
At-the-market equity offering program, period | 3 years | |||
At-the-market equity offering program, shares issued (in shares) | 0 | |||
At-the-market equity offering program, stock available for future issuance | $ 400,000,000 | |||
Share repurchase program, number of shares authorized (in shares) | 1,700,000 | 700,000 | ||
Share repurchase program, average cost per share | $ 15.14 | $ 17.53 | ||
Share repurchase program, value | $ 25,000,000 | $ 11,600,000 | ||
Stock repurchased during period (in shares) | 1,650,000 | 660,000 | ||
Common Stock | RSUs | ||||
Schedule of Shareholders' Equity [Line Items] | ||||
Stock repurchased during period (in shares) | 200,000 | 100,000 | ||
Common Stock | Maximum | ||||
Schedule of Shareholders' Equity [Line Items] | ||||
Share repurchase program, authorized amount | $ 400,000,000 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized | 15 | |
Grants in period | 0.7 | 0.8 |
Risk free interest rate | 2.55% | |
Expected dividend rate | 5.60% | |
Equity based compensation, net | $ 2.8 | $ 2.6 |
Amount capitalized | (0.2) | $ (0.2) |
Compensation cost not yet recognized | $ 23.8 | |
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 | 20.00% | 20.00% |
Risk free interest rate | 1.20% | |
Expected dividend rate | 5.90% | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Service period | 5 years | |
Expected volatility rate | 23.00% | 21.00% |
Risk free interest rate | 1.30% | |
Expected dividend rate | 6.00% |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings Per Share, Basic [Abstract] | ||
Net income | $ 59,781 | $ 62,900 |
Non-forfeitable dividends on unvested restricted shares | (218) | (144) |
Net income attributable to the Company’s common stockholders for basic earnings per share | $ 59,563 | $ 62,756 |
Weighted average number shares outstanding – basic | 297,841 | 298,599 |
Net income per share (usd per share) | $ 0.20 | $ 0.21 |
Computation of Diluted Earnings Per Share: | ||
Net income attributable to the Company’s common stockholders for diluted earnings per share | $ 59,563 | $ 62,756 |
Equity awards (in shares) | 423 | 430 |
Weighted average shares outstanding - diluted (in shares) | 298,264 | 299,029 |
Net income per share (usd per share) | $ 0.20 | $ 0.21 |
Earnings per Unit (Details)
Earnings per Unit (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Schedule of Earnings per Share [Line Items] | ||
Net income | $ 59,781 | $ 62,900 |
Non-forfeitable dividends on unvested restricted shares | (218) | (144) |
Net income attributable to the Company’s common stockholders for basic earnings per share | $ 59,563 | $ 62,756 |
Weighted average number shares outstanding – basic | 297,841 | 298,599 |
Net income per share (usd per share) | $ 0.20 | $ 0.21 |
Net income attributable to the Company’s common stockholders for diluted earnings per share | $ 59,563 | $ 62,756 |
Equity awards (in shares) | 423 | 430 |
Weighted average shares outstanding - diluted (in shares) | 298,264 | 299,029 |
Net income per share (usd per share) | $ 0.20 | $ 0.21 |
Brixmor Operating Partnership LP | ||
Schedule of Earnings per Share [Line Items] | ||
Net income | $ 59,781 | $ 62,900 |
Non-forfeitable dividends on unvested restricted shares | (218) | (144) |
Net income attributable to the Company’s common stockholders for basic earnings per share | $ 59,563 | $ 62,756 |
Weighted average number shares outstanding – basic | 297,841 | 298,599 |
Net income per share (usd per share) | $ 0.20 | $ 0.21 |
Net income attributable to the Company’s common stockholders for diluted earnings per share | $ 59,563 | $ 62,756 |
Equity awards (in shares) | 423 | 430 |
Weighted average shares outstanding - diluted (in shares) | 298,264 | 299,029 |
Net income per share (usd per share) | $ 0.20 | $ 0.21 |