Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 01, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
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 | 2021 | |
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 $0.01 per share | |
Trading Symbol | BRX | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 296,956,394 | |
Brixmor Operating Partnership LP [Member] | ||
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Entity File Number | 333-201464-01 | |
Entity Registrant Name | Brixmor Operating Partnership LP | |
Entity Central Index Key | 0001630031 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 80-0831163 | |
No Trading Symbol Flag | true | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Real estate | ||
Land | $ 1,737,338 | $ 1,740,263 |
Buildings and improvements | 8,443,510 | 8,423,298 |
Real estate, gross | 10,180,848 | 10,163,561 |
Accumulated depreciation and amortization | (2,706,805) | (2,659,448) |
Real estate, net | 7,474,043 | 7,504,113 |
Cash and cash equivalents | 371,402 | 368,675 |
Restricted cash | 1,282 | 1,412 |
Marketable securities | 18,737 | 19,548 |
Receivables, net | 231,461 | 240,323 |
Deferred charges and prepaid expenses, net | 136,251 | 139,260 |
Real estate assets held for sale | 12,389 | 18,014 |
Other assets | 49,521 | 50,802 |
Total assets | 8,295,086 | 8,342,147 |
Liabilities | ||
Debt obligations, net | 5,165,861 | 5,167,330 |
Accounts payable, accrued expenses and other liabilities | 458,022 | 494,116 |
Total liabilities | 5,623,883 | 5,661,446 |
Commitments and contingencies (Note 15) | 0 | 0 |
Equity | ||
Common stock | 2,969 | 2,965 |
Additional paid-in capital | 3,211,665 | 3,213,990 |
Accumulated other comprehensive loss | (22,486) | (28,058) |
Distributions in excess of net income | (520,945) | (508,196) |
Total equity | 2,671,203 | 2,680,701 |
Total liabilities and equity | 8,295,086 | 8,342,147 |
Brixmor Operating Partnership LP | ||
Real estate | ||
Land | 1,737,338 | 1,740,263 |
Buildings and improvements | 8,443,510 | 8,423,298 |
Real estate, gross | 10,180,848 | 10,163,561 |
Accumulated depreciation and amortization | (2,706,805) | (2,659,448) |
Real estate, net | 7,474,043 | 7,504,113 |
Cash and cash equivalents | 361,388 | 358,661 |
Restricted cash | 1,282 | 1,412 |
Marketable securities | 18,737 | 19,548 |
Receivables, net | 231,461 | 240,323 |
Deferred charges and prepaid expenses, net | 136,251 | 139,260 |
Real estate assets held for sale | 12,389 | 18,014 |
Other assets | 49,521 | 50,802 |
Total assets | 8,285,072 | 8,332,133 |
Liabilities | ||
Debt obligations, net | 5,165,861 | 5,167,330 |
Accounts payable, accrued expenses and other liabilities | 458,022 | 494,116 |
Total liabilities | 5,623,883 | 5,661,446 |
Commitments and contingencies (Note 15) | 0 | 0 |
Equity | ||
Common stock | 2,683,676 | 2,698,746 |
Accumulated other comprehensive loss | (22,487) | (28,059) |
Total equity | 2,661,189 | 2,670,687 |
Total liabilities and equity | $ 8,285,072 | $ 8,332,133 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 306,073,386 | 305,621,403 |
Common stock, shares outstanding | 296,946,394 | 296,494,411 |
Brixmor Operating Partnership LP | ||
Common stock, shares issued | 306,073,386 | 305,621,403 |
Common stock, shares outstanding | 296,946,394 | 296,494,411 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues | ||
Rental income | $ 276,461 | $ 280,402 |
Other revenues | 3,285 | 1,899 |
Total revenues | 279,746 | 282,301 |
Operating expenses | ||
Operating costs | 31,385 | 30,356 |
Real estate taxes | 42,888 | 42,864 |
Depreciation and amortization | 83,420 | 83,017 |
Impairment of real estate assets | 1,467 | 4,598 |
General and administrative | 24,645 | 22,597 |
Total operating expenses | 183,805 | 183,432 |
Other income (expense) | ||
Dividends and interest | 87 | 124 |
Interest expense | (48,994) | (47,354) |
Gain on sale of real estate assets | 5,764 | 8,905 |
Loss on extinguishment of debt, net | (1,197) | (5) |
Other | 770 | (758) |
Total other expense | (43,570) | (39,088) |
Net income | $ 52,371 | $ 59,781 |
Earnings Per Share [Abstract] | ||
Basic (usd per share) | $ 0.18 | $ 0.20 |
Diluted (usd per share) | $ 0.18 | $ 0.20 |
Weighted average shares: | ||
Basic (in shares) | 297,110 | 297,841 |
Diluted (in shares) | 297,846 | 298,264 |
Brixmor Operating Partnership LP | ||
Revenues | ||
Rental income | $ 276,461 | $ 280,402 |
Other revenues | 3,285 | 1,899 |
Total revenues | 279,746 | 282,301 |
Operating expenses | ||
Operating costs | 31,385 | 30,356 |
Real estate taxes | 42,888 | 42,864 |
Depreciation and amortization | 83,420 | 83,017 |
Impairment of real estate assets | 1,467 | 4,598 |
General and administrative | 24,645 | 22,597 |
Total operating expenses | 183,805 | 183,432 |
Other income (expense) | ||
Dividends and interest | 87 | 124 |
Interest expense | (48,994) | (47,354) |
Gain on sale of real estate assets | 5,764 | 8,905 |
Loss on extinguishment of debt, net | (1,197) | (5) |
Other | 770 | (758) |
Total other expense | (43,570) | (39,088) |
Net income | $ 52,371 | $ 59,781 |
Earnings Per Share [Abstract] | ||
Basic (usd per share) | $ 0.18 | $ 0.20 |
Diluted (usd per share) | $ 0.18 | $ 0.20 |
Weighted average shares: | ||
Basic (in shares) | 297,110 | 297,841 |
Diluted (in shares) | 297,846 | 298,264 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net income | $ 52,371 | $ 59,781 |
Other comprehensive income (loss) | ||
Change in unrealized gain (loss) on interest rate swaps, net (Note 6) | 5,666 | (23,878) |
Change in unrealized gain (loss) on marketable securities | (94) | 179 |
Total other comprehensive income (loss) | 5,572 | (23,699) |
Comprehensive income | 57,943 | 36,082 |
Brixmor Operating Partnership LP | ||
Net income | 52,371 | 59,781 |
Other comprehensive income (loss) | ||
Change in unrealized gain (loss) on interest rate swaps, net (Note 6) | 5,666 | (23,878) |
Change in unrealized gain (loss) on marketable securities | (94) | 179 |
Total other comprehensive income (loss) | 5,572 | (23,699) |
Comprehensive income | $ 57,943 | $ 36,082 |
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 Loss | Distributions in Excess of Net Income |
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 (loss) | (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) |
Beginning balance (in shares) at Dec. 31, 2020 | 296,494 | |||||||
Beginning balance at Dec. 31, 2020 | 2,680,701 | 2,670,687 | $ 2,965 | 2,698,746 | 3,213,990 | (28,059) | (28,058) | (508,196) |
Increase (Decrease) in Equity [Roll Forward] | ||||||||
Common stock dividends | (65,120) | (65,120) | (65,120) | (65,120) | ||||
Equity based compensation expense | 2,792 | 2,792 | 2,792 | 2,792 | ||||
Other comprehensive income (loss) | 5,572 | 5,572 | 5,572 | 5,572 | ||||
Issuance of common stock and OP Units (in shares) | 452 | |||||||
Issuance of common stock and OP Units | 0 | $ 4 | ||||||
Share-based awards retained for taxes | (5,113) | (5,113) | (5,113) | (5,113) | ||||
Net income | 52,371 | 52,371 | 52,371 | 52,371 | ||||
Ending balance (in shares) at Mar. 31, 2021 | 296,946 | |||||||
Ending balance at Mar. 31, 2021 | $ 2,671,203 | $ 2,661,189 | $ 2,969 | $ 2,683,676 | $ 3,211,665 | $ (22,487) | $ (22,486) | $ (520,945) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividends, per common share (in dollars per share) | $ 0.215 | $ 0.285 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating activities: | ||
Net income | $ 52,371 | $ 59,781 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 83,420 | 83,017 |
Accretion of debt premium and discount, net | (725) | (79) |
Deferred financing cost amortization | 1,881 | 1,763 |
Accretion of above- and below-market leases, net | (2,930) | (4,229) |
Tenant inducement amortization and other | 2,071 | 897 |
Impairment of real estate assets | 1,467 | 4,598 |
Gain on sale of real estate assets | (5,764) | (8,905) |
Equity based compensation | 2,592 | 2,652 |
Loss on extinguishment of debt, net | 1,197 | 5 |
Changes in operating assets and liabilities: | ||
Receivables, net | 7,084 | (1,407) |
Deferred charges and prepaid expenses | (3,815) | (6,995) |
Other assets | (58) | (200) |
Accounts payable, accrued expenses and other liabilities | (28,278) | (35,828) |
Net cash provided by operating activities | 110,513 | 95,070 |
Investing activities: | ||
Improvements to and investments in real estate assets | (62,844) | (86,696) |
Acquisitions of real estate assets | (3,779) | (2,020) |
Proceeds from sales of real estate assets | 31,793 | 41,411 |
Purchase of marketable securities | (3,894) | (3,328) |
Proceeds from sale of marketable securities | 4,599 | 4,019 |
Net cash used in investing activities | (34,125) | (46,614) |
Financing activities: | ||
Repayment of secured debt obligations | 0 | (7,000) |
Repayment of borrowings under unsecured revolving credit facility | 0 | (7,500) |
Proceeds from borrowings under unsecured revolving credit facility | 0 | 646,000 |
Proceeds from unsecured notes | 349,360 | 0 |
Repayment of borrowings under unsecured term loans | (350,000) | 0 |
Deferred financing and debt extinguishment costs | (3,088) | (404) |
Distributions to common stockholders | (64,950) | (85,572) |
Repurchases of common shares | 0 | (25,007) |
Repurchases of common shares in conjunction with equity award plans | (5,113) | (3,405) |
Net cash provided by (used in) financing activities | (73,791) | 517,112 |
Net change in cash, cash equivalents and restricted cash | 2,597 | 565,568 |
Cash, cash equivalents and restricted cash at beginning of period | 370,087 | 21,523 |
Cash, cash equivalents and restricted cash at end of period | 372,684 | 587,091 |
Reconciliation to consolidated balance sheets: | ||
Cash and cash equivalents | 371,402 | 584,830 |
Cash, cash equivalents and restricted cash at end of period | 372,684 | 587,091 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest, net of amount capitalized of $931 and $1,063 | 54,388 | 47,023 |
Brixmor Operating Partnership LP | ||
Operating activities: | ||
Net income | 52,371 | 59,781 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 83,420 | 83,017 |
Accretion of debt premium and discount, net | (725) | (79) |
Deferred financing cost amortization | 1,881 | 1,763 |
Accretion of above- and below-market leases, net | (2,930) | (4,229) |
Tenant inducement amortization and other | 2,071 | 897 |
Impairment of real estate assets | 1,467 | 4,598 |
Gain on sale of real estate assets | (5,764) | (8,905) |
Equity based compensation | 2,592 | 2,652 |
Loss on extinguishment of debt, net | 1,197 | 5 |
Changes in operating assets and liabilities: | ||
Receivables, net | 7,084 | (1,407) |
Deferred charges and prepaid expenses | (3,815) | (6,995) |
Other assets | (58) | (200) |
Accounts payable, accrued expenses and other liabilities | (28,278) | (35,828) |
Net cash provided by operating activities | 110,513 | 95,070 |
Investing activities: | ||
Improvements to and investments in real estate assets | (62,844) | (86,696) |
Acquisitions of real estate assets | (3,779) | (2,020) |
Proceeds from sales of real estate assets | 31,793 | 41,411 |
Purchase of marketable securities | (3,894) | (3,328) |
Proceeds from sale of marketable securities | 4,599 | 4,019 |
Net cash used in investing activities | (34,125) | (46,614) |
Financing activities: | ||
Repayment of secured debt obligations | 0 | (7,000) |
Repayment of borrowings under unsecured revolving credit facility | 0 | (7,500) |
Proceeds from borrowings under unsecured revolving credit facility | 0 | 646,000 |
Proceeds from unsecured notes | 349,360 | 0 |
Repayment of borrowings under unsecured term loans | (350,000) | 0 |
Deferred financing and debt extinguishment costs | (3,088) | (404) |
Partner distributions and repurchases of OP Units | (70,063) | (113,983) |
Net cash provided by (used in) financing activities | (73,791) | 517,113 |
Net change in cash, cash equivalents and restricted cash | 2,597 | 565,569 |
Cash, cash equivalents and restricted cash at beginning of period | 360,073 | 21,507 |
Cash, cash equivalents and restricted cash at end of period | 362,670 | 587,076 |
Reconciliation to consolidated balance sheets: | ||
Cash and cash equivalents | 361,388 | 584,815 |
Cash, cash equivalents and restricted cash at end of period | 362,670 | 587,076 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest, net of amount capitalized of $931 and $1,063 | $ 54,388 | $ 47,023 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Interest paid, capitalized | $ 931 | $ 1,063 |
Brixmor Operating Partnership LP | ||
Interest paid, capitalized | $ 931 | $ 1,063 |
Acquisition of Real Estate
Acquisition of Real Estate | 3 Months Ended |
Mar. 31, 2021 | |
Real Estate [Abstract] | |
Acquisition of Real Estate | Acquisition of Real Estate During the three months ended March 31, 2021, the Company acquired the following assets, in separate transactions: Description (1) Location Month Acquired GLA Aggregate Purchase Price (2) Land at Ellisville Square (3) Ellisville, MO Jan-21 N/A $ 2,014 Outparcel adjacent to Cobblestone Village St. Augustine, FL Feb-21 5,040 1,520 Land associated with Westgate Plaza Westfield, MA Mar-21 N/A 245 5,040 $ 3,779 (1) No debt was assumed related to any of the listed acquisitions. (2) Aggregate purchase price includes $0.2 million of transaction costs. (3) The Company terminated a ground lease and acquired a land parcel. 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 includes less than $0.1 million of transaction costs. The aggregate purchase price of the assets acquired during the three months ended March 31, 2021 and 2020, respectively, has been allocated as follows: Three Months Ended March 31, Assets 2021 2020 Land $ 2,738 $ 2,020 Buildings 1,041 — Total assets acquired $ 3,779 $ 2,020 |
Nature of Business and Financia
Nature of Business and Financial Statement Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Nature of Business and Financial Statement Presentation | Nature of Business and Financial Statement Presentation Description of Business Brixmor Property Group Inc. and subsidiaries (collectively, the “Parent Company”) is an internally-managed real estate investment trust (“REIT”). Brixmor Operating Partnership LP and subsidiaries (collectively, the “Operating Partnership”) is the entity through which the Parent Company conducts substantially all of its operations and owns substantially all of its assets. The Parent Company owns 100% of the common stock of BPG Subsidiary Inc. (“BPG Sub”), which, in turn, is the sole member of Brixmor OP GP LLC (the “General Partner”), the sole general partner of the Operating Partnership. The Parent Company engages in the ownership, management, leasing, acquisition, disposition and redevelopment of retail shopping centers through the Operating Partnership, and has no other substantial assets or liabilities other than through its investment in the Operating Partnership. The Parent Company, the Operating Partnership and their controlled subsidiaries on a consolidated basis (collectively, the “Company” or “Brixmor”) believes it owns and operates one of the largest open-air retail portfolios by gross leasable area (“GLA”) in the United States (“U.S.”), comprised primarily of community and neighborhood shopping centers. As of March 31, 2021, the Company’s portfolio was comprised of 389 shopping centers (the “Portfolio”) totaling approximately 68 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, 2020 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 11, 2021. 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 distribute at least 90% of its REIT taxable income, determined before the deduction for dividends paid and excluding net capital gains, to its stockholders on an annual basis. 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, state and local 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, 2021 and December 31, 2020. Open tax years generally range from 2017 through 2020 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 October 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-16, Derivatives and Hedging (Topic 815). ASU 2018-16 was subsequently amended by ASU 2020-04, Reference Rate Reform (Topic 848) and ASU 2021-01, 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 Accounting Standards Codification (“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 and ASU 2021-01 contain practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 and ASU 2021-01 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. |
Dispositions and Assets Held fo
Dispositions and Assets Held for Sale | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021, the Company disposed of four shopping centers and four partial shopping centers for aggregate net proceeds of $31.8 million resulting in aggregate gain of $5.8 million and aggregate impairment of $1.5 million. 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 contingencies of $0.5 million from previously disposed assets resulting in aggregate gain of $1.4 million. As of March 31, 2021, the Company had one property and four partial properties held for sale. As of December 31, 2020, the Company had two properties and one partial property held for sale. The following table presents the assets and liabilities associated with the properties classified as held for sale: Assets March 31, 2021 December 31, 2020 Land $ 2,221 $ 5,447 Buildings and improvements 13,878 16,481 Accumulated depreciation and amortization (4,167) (4,693) Real estate, net 11,932 17,235 Other assets 457 779 Assets associated with real estate assets held for sale $ 12,389 $ 18,014 Liabilities Below-market leases $ 541 $ — Liabilities associated with real estate assets held for sale (1) $ 541 $ — (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, 2021 | |
Real Estate [Abstract] | |
Real Estate | Real Estate The Company’s components of Real estate, net consisted of the following: March 31, 2021 December 31, 2020 Land $ 1,737,338 $ 1,740,263 Buildings and improvements: Buildings and tenant improvements (1) 7,886,040 7,856,850 Lease intangibles (2) 557,470 566,448 10,180,848 10,163,561 Accumulated depreciation and amortization (3) (2,706,805) (2,659,448) Total $ 7,474,043 $ 7,504,113 (1) As of March 31, 2021 and December 31, 2020, Buildings and tenant improvements included accrued amounts, net of anticipated insurance proceeds, of $37.9 million and $33.0 million, respectively. (2) As of March 31, 2021 and December 31, 2020, Lease intangibles consisted of $502.1 million and $509.3 million, respectively, of in-place leases and $55.3 million and $57.2 million, respectively, of above-market leases. These intangible assets are amortized over the term of each related lease. (3) As of March 31, 2021 and December 31, 2020, Accumulated depreciation and amortization included $502.9 million and $507.7 million, respectively, of accumulated amortization related to Lease intangibles. In addition, as of March 31, 2021 and December 31, 2020, the Company had intangible liabilities relating to below-market leases of $343.5 million and $345.7 million, respectively, and accumulated accretion of $262.0 million and $260.3 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, 2021 and 2020 was $2.9 million and $4.2 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, 2021 and 2020 was $3.6 million and $5.5 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 expense In-place lease amortization expense 2021 (remaining nine months) $ (8,254) $ 9,231 2022 (9,232) 8,954 2023 (8,009) 6,507 2024 (7,497) 4,841 2025 (6,333) 3,673 |
Impairments
Impairments | 3 Months Ended |
Mar. 31, 2021 | |
Impairment of Real Estate [Abstract] | |
Impairments | Impairments Management periodically assesses whether there are any indicators, including property operating performance, changes in anticipated hold period and general market conditions, including the impact of the novel coronavirus (“COVID-19”), 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 impairment during the three months ended March 31, 2021: Three Months Ended March 31, 2021 Property Name (1) Location GLA Impairment Charge Albany Plaza (2) Albany, GA 114,169 $ 1,467 114,169 $ 1,467 (1) The Company recognized an impairment charge based upon a change in the anticipated hold period of this property and offers from third-party buyers in connection with the Company’s capital recycling program. (2) The Company disposed of this property during the three months ended March 31, 2021. 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) Muskegon, MI 4,990 14 50,910 $ 4,598 (1) The Company recognized impairment charges based upon changes in the anticipated hold periods of these properties and/or offers from third-party buyers in connection with the Company’s capital recycling program. (2) The Company disposed of this partial property during the year ended December 31, 2020. 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 that have been impaired. |
Financial Instruments - Derivat
Financial Instruments - Derivatives and Hedging | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 and year ended December 31, 2020, the Company did not enter into any new interest rate swap agreements. During the three months ended March 31, 2021, the Company paid $1.1 million to terminate interest rate swaps with a notional amount of $250.0 million. Detail on the Company’s interest rate derivatives designated as cash flow hedges outstanding as of March 31, 2021 and December 31, 2020 is as follows: Number of Instruments Notional Amount March 31, 2021 December 31, 2020 March 31, 2021 December 31, 2020 Interest Rate Swaps 5 7 $ 550,000 $ 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, 2021 and December 31, 2020 is as follows: Fair Value of Derivative Instruments Interest rate swaps classified as: March 31, 2021 December 31, 2020 Gross derivative assets $ — $ — Gross derivative liabilities (21,715) (28,225) Net derivative liabilities $ (21,715) $ (28,225) 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, 2021 and 2020 is as follows: Derivatives in Cash Flow Hedging Relationships Three Months Ended March 31, 2021 2020 Change in unrealized gain (loss) on interest rate swaps $ 2,599 $ (23,831) Amortization (accretion) of interest rate swaps to interest expense 3,067 (47) Change in unrealized gain (loss) on interest rate swaps, net $ 5,666 $ (23,878) The Company estimates that $9.1 million will be reclassified from accumulated other comprehensive loss as an increase to interest expense over the next twelve months. No gain or loss was recognized related to hedge ineffectiveness or to amounts excluded from effectiveness testing on the Company’s cash flow hedges during the three months ended March 31, 2021 and 2020. 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, 2021 and December 31, 2020, 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 such agreements at their termination value, including accrued interest. |
Debt Obligations
Debt Obligations | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Debt Obligations As of March 31, 2021 and December 31, 2020, the Company had the following indebtedness outstanding: Carrying Value as of March 31, December 31, Stated Interest Rate (1) Scheduled Notes payable Unsecured notes (2)(3) $ 4,868,453 $ 4,518,453 1.26% – 7.97% 2022 – 2030 Net unamortized premium 30,025 31,390 Net unamortized debt issuance costs (27,192) (25,232) Total notes payable, net $ 4,871,286 $ 4,524,611 Unsecured Credit Facility and term loans Unsecured Credit Facility - Revolving Facility $ — $ — N/A 2023 Unsecured $350 Million Term Loan — 350,000 N/A N/A Unsecured $300 Million Term Loan (4) 300,000 300,000 1.37% 2024 Net unamortized debt issuance costs (5,425) (7,281) Total Unsecured Credit Facility and term loans $ 294,575 $ 642,719 Total debt obligations, net $ 5,165,861 $ 5,167,330 (1) Stated interest rates as of March 31, 2021 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 3.65% as of March 31, 2021. (3) Effective November 1, 2016, the Company has in place one interest rate swap agreement that converts the variable interest rate on the Company’s $250.0 million Floating Rate Senior Notes due 2022, issued on August 31, 2018 to a fixed, combined interest rate of 1.11% (plus a spread of 105 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 $300.0 million term loan agreement, as amended April 29, 2020 (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. 2021 Debt Transactions In March 2021, the Operating Partnership issued $350.0 million aggregate principal amount of 2.250% Senior Notes due 2028 (the “2028 Notes”) at 99.817% of par, the net proceeds of which were used to repay all outstanding indebtedness under the Company’s $350.0 million term loan agreement, as amended April 29, 2020 (the “$350 Million Term Loan”). The 2028 Notes bear interest at a rate of 2.250% per annum, payable semi-annually on April 1 and October 1 of each year, commencing October 1, 2021. The 2028 Notes will mature on April 1, 2028. The Operating Partnership may redeem the 2028 Notes prior to maturity, at its option, at any time in whole or from time to time in part, at the applicable redemption price specified in the Indenture with respect to the 2028 Notes. If the 2028 Notes are redeemed on or after February 1, 2028 (two months prior to the maturity date), the redemption price will be equal to 100% of the principal amount of the 2028 Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date. The 2028 Notes are the Operating Partnership’s unsecured and unsubordinated obligations and rank equally in right of payment with all of the Operating Partnership’s existing and future senior unsecured and unsubordinated indebtedness. During the three months ended March 31, 2021, as a result of the repayment of the $350 Million Term Loan, the Company recognized a $1.2 million loss on extinguishment of debt. Loss on extinguishment of debt includes $1.2 million of accelerated unamortized 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, 2021. Debt Maturities As of March 31, 2021 and December 31, 2020, the Company had accrued interest of $40.7 million and $47.2 million outstanding, respectively. As of March 31, 2021, scheduled maturities of the Company’s outstanding debt obligations were as follows: Year ending December 31, 2021 (remaining nine months) $ — 2022 250,000 2023 500,000 2024 800,000 2025 700,000 Thereafter 2,918,453 Total debt maturities 5,168,453 Net unamortized premium 30,025 Net unamortized debt issuance costs (32,617) Total debt obligations, net $ 5,165,861 As of the date the financial statements were issued, the Company’s scheduled debt maturities for the next 12 months were comprised of the Company’s $250.0 million Floating Rate Senior Notes due 2022. The Company has sufficient cash on hand to satisfy these scheduled debt maturities. |
Fair Value Disclosures
Fair Value Disclosures | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 December 31, 2020 Carrying Fair Carrying Fair Notes payable $ 4,871,286 $ 5,210,692 $ 4,524,611 $ 5,012,523 Unsecured Credit Facility and term loans 294,575 300,520 642,719 651,639 Total debt obligations, net $ 5,165,861 $ 5,511,212 $ 5,167,330 $ 5,664,162 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. Based on the above criteria, 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, 2021 Balance Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs Significant Unobservable Inputs Assets: Marketable securities (1) $ 18,737 $ 2,076 $ 16,661 $ — Liabilities: Interest rate derivatives $ (21,715) $ — $ (21,715) $ — Fair Value Measurements as of December 31, 2020 Balance Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs Significant Unobservable Inputs Assets: Marketable securities (1) $ 19,548 $ 980 $ 18,568 $ — Liabilities: Interest rate derivatives $ (28,225) $ — $ (28,225) $ — (1) As of March 31, 2021 and December 31, 2020, marketable securities included $0.1 million and $0.2 million of net unrealized gains, respectively. As of March 31, 2021, 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, including the impact of COVID-19, 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 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. No properties were remeasured to fair value during the three months ended March 31, 2021 that were not sold prior to March 31, 2021. The table includes information related to properties that were remeasured to fair value as a result of impairment testing during the year ended December 31, 2020, excluding the properties sold prior to December 31, 2020: Fair Value Measurements as of December 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)(3) $ 27,184 $ — $ — $ 27,184 $ 11,544 (1) Excludes properties disposed of prior to December 31, 2020. (2) The carrying value of properties remeasured to fair value based upon offers from third-party buyers during the year ended December 31, 2020 includes: (i) $14.0 million related to Northmall Centre; and (ii) $8.3 million related to The Pines Shopping Center. (3) The carrying value of properties remeasured to fair value based upon a discounted cash flow analysis during the year ended December 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. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2021 | |
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. Additionally, variable lease payments associated with percentage rents are recognized once the required sales data is made available. The Company recognized $2.3 million and $1.9 million of income based on percentage rents for the three months ended March 31, 2021 and 2020, respectively. These amounts are included in Rental income on the Company’s unaudited Condensed Consolidated Statements of Operations. COVID-19 The global outbreak of COVID-19 and the public health measures that have been undertaken in response have had a significant adverse impact on the Company’s business, the Company’s tenants, the real estate market, the financial markets and the global economy. The effects of COVID-19, including related government restrictions, border closings, quarantines, “shelter-in-place” orders and “social distancing” guidelines, have forced many of the Company’s tenants to close stores, reduce hours or significantly limit service, and resulted in a dramatic increase in national unemployment and a significant economic contraction in 2020. Certain tenants experiencing economic difficulties during the pandemic have sought rent relief, which has been provided on a case-by-case basis primarily in the form of rent deferrals, and, in more limited cases, in the form of rent abatements. Under ASC 842, changes to the amount or timing of lease payments subsequent to the original lease execution are generally accounted for as lease modifications. Due to the number of lease contracts that would require analysis to determine, on a lease by lease basis, whether such a concession is required to be accounted for as a lease modification, the FASB issued a Staff Q&A on accounting for leases during the COVID-19 pandemic, focused on the application of lease guidance in ASC 842. 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 or to determine whether rent concessions were contractually obligated in each original lease. 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. Any rent concession that is either unrelated to COVID-19 or substantially increases the total consideration due under the lease does not qualify for consideration under the Q&A. The Company has evaluated the impact of the Q&A and has made the following policy elections: • The Company accounts for COVID-19 rent deferrals and abatements that significantly increase the consideration due under the lease as lease modifications in accordance with ASC 842. As a result, rental revenue recognition is reduced by the amount of the deferral or abatement in the period it was granted and straight-line rental income recognition is updated over the remaining lease term. • The Company does not account for COVID-19 rent deferrals that do not significantly increase the consideration due under the lease as lease modifications. As a result, rental revenue recognition does not change, and Receivables, net increases for the deferred amount. • The Company does not account for COVID-19 rent abatements that do not significantly increase the consideration due under the lease as lease modifications. As a result, rental revenue recognition is reduced by the amount of the abatement in the period it was granted and straight-line rental income recognition does not change over the remaining lease term. The following table presents the COVID-19 related deferrals and abatements granted for lease payments due during the three months ended March 31, 2021 and 2020. Lease payments presented consist of fixed contractual base rent and may include the reimbursement of certain property operating expenses. Three Months Ended Three Months Ended Deferrals Abatements Deferrals Abatements Lease payments (lease modifications) $ 701 $ 737 $ — $ — Lease payments (not lease modifications) 6,185 2,098 — — $ 6,886 $ 2,835 $ — $ — The following table presents the deferrals that were not lease modifications and were included in Receivables, net on the Company's Unaudited Condensed Consolidated Balance Sheets: COVID-19 Deferred Receivable Beginning balance, December 31, 2020 $ 15,359 Deferred lease payments (not lease modifications) 6,185 Deferred lease payments deemed uncollectible (1,760) Deferred lease payments received (10,416) Ending balance, March 31, 2021 $ 9,368 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 the Company is not including any prospective 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 tables present additional information pertaining to the Company’s operating leases: Three Months Ended March 31, Supplemental Statements of Operations Information 2021 2020 Operating lease costs $ 1,618 $ 1,756 Short-term lease costs 1 10 Variable lease costs 115 129 Total lease costs $ 1,734 $ 1,895 Three Months Ended March 31, Supplemental Statements of Cash Flows Information 2021 2020 Operating cash outflows from operating leases $ 1,663 $ 1,769 ROU assets written off due to lease modifications — (1,748) Operating Lease Liabilities As of March 31, 2021 Future minimum operating lease payments: 2021 (remaining nine months) $ 4,496 2022 6,032 2023 5,342 2024 5,249 2025 4,948 Thereafter 25,125 Total future minimum operating lease payments 51,192 Less: imputed interest (13,943) Operating lease liabilities $ 37,249 Supplemental Balance Sheets Information As of March 31, 2021 As of December 31, 2020 Operating lease liabilities (1)(2) $ 37,249 $ 38,599 ROU assets (1)(3) $ 32,679 $ 34,006 (1) As of March 31, 2021 and December 31, 2020, the weighted average remaining lease term was 12.7 years and 12.7 years, respectively, and the weighted average discount rate was 4.40% and 4.39%, 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, 2021, there were no material leases that have been executed but not yet commenced. |
Equity and Capital
Equity and Capital | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Equity and Capital | Equity and Capital ATM Program In January 2020, the Company established an at-the-market equity offering program (the “ATM Program”) 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 sellers and forward purchasers. As of March 31, 2021, no shares have been issued under the ATM Program, and as a result, $400.0 million of common stock remained available for issuance. 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, which expired on December 5, 2019. During the three months ended March 31, 2021, the Company did not repurchase any shares of its common stock. 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. As of March 31, 2021, 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, 2021 and 2020, the Company withheld 0.3 million and 0.2 million shares of its common stock, respectively. Dividends and Distributions During the three months ended March 31, 2021 and 2020, the Company declared common stock dividends and OP Unit distributions of $0.215 and $0.285 per share/unit, respectively. As of March 31, 2021 and December 31, 2020, the Company had declared but unpaid common stock dividends and OP Unit distributions of $66.1 million and $66.0 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, 2021 | |
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, 2021 and the year ended December 31, 2020, 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 1.0 million and 0.7 million for the three months ended March 31, 2021 and the year ended December 31, 2020, respectively, with vesting periods ranging from one During the three months ended March 31, 2021 and 2020, the Company recognized $2.8 million and $2.8 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, 2021, the Company had $28.4 million of total unrecognized compensation expense related to unvested stock compensation, which is expected to be recognized over a weighted average period of approximately 2.4 years. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 and 2020 (dollars in thousands, except per share data): Three Months Ended March 31, 2021 2020 Computation of Basic Earnings Per Share: Net income $ 52,371 $ 59,781 Non-forfeitable dividends on unvested restricted shares (186) (218) Net income attributable to the Company’s common stockholders for basic earnings per share $ 52,185 $ 59,563 Weighted average number shares outstanding – basic 297,110 297,841 Basic earnings per share attributable to the Company’s common stockholders: Net income per share $ 0.18 $ 0.20 Computation of Diluted Earnings Per Share: Net income attributable to the Company’s common stockholders for diluted earnings per share $ 52,185 $ 59,563 Weighted average shares outstanding – basic 297,110 297,841 Effect of dilutive securities: Equity awards 736 423 Weighted average shares outstanding – diluted 297,846 298,264 Diluted earnings per share attributable to the Company’s common stockholders: Net income per share $ 0.18 $ 0.20 |
Earnings per Unit
Earnings per Unit | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 and 2020 (dollars in thousands, except per share data): Three Months Ended March 31, 2021 2020 Computation of Basic Earnings Per Share: Net income $ 52,371 $ 59,781 Non-forfeitable dividends on unvested restricted shares (186) (218) Net income attributable to the Company’s common stockholders for basic earnings per share $ 52,185 $ 59,563 Weighted average number shares outstanding – basic 297,110 297,841 Basic earnings per share attributable to the Company’s common stockholders: Net income per share $ 0.18 $ 0.20 Computation of Diluted Earnings Per Share: Net income attributable to the Company’s common stockholders for diluted earnings per share $ 52,185 $ 59,563 Weighted average shares outstanding – basic 297,110 297,841 Effect of dilutive securities: Equity awards 736 423 Weighted average shares outstanding – diluted 297,846 298,264 Diluted earnings per share attributable to the Company’s common stockholders: Net income per share $ 0.18 $ 0.20 |
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, 2021 and 2020 (dollars in thousands, except per unit data): Three Months Ended March 31, 2021 2020 Computation of Basic Earnings Per Unit: Net income $ 52,371 $ 59,781 Non-forfeitable dividends on unvested restricted units (186) (218) Net income attributable to the Operating Partnership’s common units for basic earnings per unit $ 52,185 $ 59,563 Weighted average number common units outstanding – basic 297,110 297,841 Basic earnings per unit attributable to the Operating Partnership’s common units: Net income per unit $ 0.18 $ 0.20 Computation of Diluted Earnings Per Unit: Net income attributable to the Operating Partnership’s common units for diluted earnings per unit $ 52,185 $ 59,563 Weighted average common units outstanding – basic 297,110 297,841 Effect of dilutive securities: Equity awards 736 423 Weighted average common units outstanding – diluted 297,846 298,264 Diluted earnings per unit attributable to the Operating Partnership’s common units: Net income per unit $ 0.18 $ 0.20 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
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. While the U.S. Attorney’s Office for the Southern District of New York has disclosed that it is no longer pursuing actions relating to these matters with respect to certain former employees, the Company understands that the SEC civil actions against these former employees remain pending. The Company remains obligated to advance funds to these former employees for legal and other professional fees incurred pursuant to indemnification obligations and the amounts advanced are now in excess of the Company’s insurance coverage and are being funded, and will continue to be funded, by the Company. Under certain circumstances, these former employees are contractually obligated to reimburse the Company for such amounts advanced; however, it is possible that under those circumstances the Company may not be able to recover any or all of these amounts. 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. During the three months ended March 31, 2021 and 2020, the Company did not incur any material governmental fines resulting from environmental matters. |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 and December 31, 2020, there were no material receivables from or payables to related parties. During the three months ended March 31, 2021 and 2020, the Company did not engage in any material related-party transactions. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsIn preparing the unaudited Condensed Consolidated Financial Statements, the Company has evaluated events and transactions occurring after March 31, 2021 for recognition and/or disclosure purposes. Based on this evaluation, there were no subsequent events from March 31, 2021 through the date the financial statements were issued. |
Nature of Business and Financ_2
Nature of Business and Financial Statement Presentation (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2020 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 11, 2021. |
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 distribute at least 90% of its REIT taxable income, determined before the deduction for dividends paid and excluding net capital gains, to its stockholders on an annual basis. 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, state and local 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, 2021 and December 31, 2020. Open tax years generally range from 2017 through 2020 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 October 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-16, Derivatives and Hedging (Topic 815). ASU 2018-16 was subsequently amended by ASU 2020-04, Reference Rate Reform (Topic 848) and ASU 2021-01, 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 Accounting Standards Codification (“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 and ASU 2021-01 contain practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 and ASU 2021-01 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. |
Acquisition of Real Estate (Tab
Acquisition of Real Estate (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Real Estate [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | During the three months ended March 31, 2021, the Company acquired the following assets, in separate transactions: Description (1) Location Month Acquired GLA Aggregate Purchase Price (2) Land at Ellisville Square (3) Ellisville, MO Jan-21 N/A $ 2,014 Outparcel adjacent to Cobblestone Village St. Augustine, FL Feb-21 5,040 1,520 Land associated with Westgate Plaza Westfield, MA Mar-21 N/A 245 5,040 $ 3,779 (1) No debt was assumed related to any of the listed acquisitions. (2) Aggregate purchase price includes $0.2 million of transaction costs. (3) The Company terminated a ground lease and acquired a land parcel. 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 includes less than $0.1 million of transaction costs. |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The aggregate purchase price of the assets acquired during the three months ended March 31, 2021 and 2020, respectively, has been allocated as follows: Three Months Ended March 31, Assets 2021 2020 Land $ 2,738 $ 2,020 Buildings 1,041 — Total assets acquired $ 3,779 $ 2,020 |
Dispositions and Assets Held _2
Dispositions and Assets Held for Sale (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 December 31, 2020 Land $ 2,221 $ 5,447 Buildings and improvements 13,878 16,481 Accumulated depreciation and amortization (4,167) (4,693) Real estate, net 11,932 17,235 Other assets 457 779 Assets associated with real estate assets held for sale $ 12,389 $ 18,014 Liabilities Below-market leases $ 541 $ — Liabilities associated with real estate assets held for sale (1) $ 541 $ — (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, 2021 | |
Real Estate [Abstract] | |
Schedule of real estate properties | The Company’s components of Real estate, net consisted of the following: March 31, 2021 December 31, 2020 Land $ 1,737,338 $ 1,740,263 Buildings and improvements: Buildings and tenant improvements (1) 7,886,040 7,856,850 Lease intangibles (2) 557,470 566,448 10,180,848 10,163,561 Accumulated depreciation and amortization (3) (2,706,805) (2,659,448) Total $ 7,474,043 $ 7,504,113 (1) As of March 31, 2021 and December 31, 2020, Buildings and tenant improvements included accrued amounts, net of anticipated insurance proceeds, of $37.9 million and $33.0 million, respectively. (2) As of March 31, 2021 and December 31, 2020, Lease intangibles consisted of $502.1 million and $509.3 million, respectively, of in-place leases and $55.3 million and $57.2 million, respectively, of above-market leases. These intangible assets are amortized over the term of each related lease. (3) As of March 31, 2021 and December 31, 2020, Accumulated depreciation and amortization included $502.9 million and $507.7 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 expense In-place lease amortization expense 2021 (remaining nine months) $ (8,254) $ 9,231 2022 (9,232) 8,954 2023 (8,009) 6,507 2024 (7,497) 4,841 2025 (6,333) 3,673 |
Impairments (Tables)
Impairments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Impairment of Real Estate [Abstract] | |
Schedule of Impairments | The Company recognized the following impairment during the three months ended March 31, 2021: Three Months Ended March 31, 2021 Property Name (1) Location GLA Impairment Charge Albany Plaza (2) Albany, GA 114,169 $ 1,467 114,169 $ 1,467 (1) The Company recognized an impairment charge based upon a change in the anticipated hold period of this property and offers from third-party buyers in connection with the Company’s capital recycling program. (2) The Company disposed of this property during the three months ended March 31, 2021. 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) Muskegon, MI 4,990 14 50,910 $ 4,598 (1) The Company recognized impairment charges based upon changes in the anticipated hold periods of these properties and/or offers from third-party buyers in connection with the Company’s capital recycling program. (2) The Company disposed of this partial property during the year ended December 31, 2020. |
Financial Instruments - Deriv_2
Financial Instruments - Derivatives and Hedging (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of interest rate derivatives | Number of Instruments Notional Amount March 31, 2021 December 31, 2020 March 31, 2021 December 31, 2020 Interest Rate Swaps 5 7 $ 550,000 $ 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, 2021 December 31, 2020 Gross derivative assets $ — $ — Gross derivative liabilities (21,715) (28,225) Net derivative liabilities $ (21,715) $ (28,225) |
Schedule of Derivatives in Cash Flow Hedging Relationships | Derivatives in Cash Flow Hedging Relationships Three Months Ended March 31, 2021 2020 Change in unrealized gain (loss) on interest rate swaps $ 2,599 $ (23,831) Amortization (accretion) of interest rate swaps to interest expense 3,067 (47) Change in unrealized gain (loss) on interest rate swaps, net $ 5,666 $ (23,878) |
Debt Obligations (Tables)
Debt Obligations (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt obligations under various arrangements with financial institutions | As of March 31, 2021 and December 31, 2020, the Company had the following indebtedness outstanding: Carrying Value as of March 31, December 31, Stated Interest Rate (1) Scheduled Notes payable Unsecured notes (2)(3) $ 4,868,453 $ 4,518,453 1.26% – 7.97% 2022 – 2030 Net unamortized premium 30,025 31,390 Net unamortized debt issuance costs (27,192) (25,232) Total notes payable, net $ 4,871,286 $ 4,524,611 Unsecured Credit Facility and term loans Unsecured Credit Facility - Revolving Facility $ — $ — N/A 2023 Unsecured $350 Million Term Loan — 350,000 N/A N/A Unsecured $300 Million Term Loan (4) 300,000 300,000 1.37% 2024 Net unamortized debt issuance costs (5,425) (7,281) Total Unsecured Credit Facility and term loans $ 294,575 $ 642,719 Total debt obligations, net $ 5,165,861 $ 5,167,330 (1) Stated interest rates as of March 31, 2021 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 3.65% as of March 31, 2021. (3) Effective November 1, 2016, the Company has in place one interest rate swap agreement that converts the variable interest rate on the Company’s $250.0 million Floating Rate Senior Notes due 2022, issued on August 31, 2018 to a fixed, combined interest rate of 1.11% (plus a spread of 105 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 $300.0 million term loan agreement, as amended April 29, 2020 (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, 2021 and December 31, 2020, the Company had accrued interest of $40.7 million and $47.2 million outstanding, respectively. As of March 31, 2021, scheduled maturities of the Company’s outstanding debt obligations were as follows: Year ending December 31, 2021 (remaining nine months) $ — 2022 250,000 2023 500,000 2024 800,000 2025 700,000 Thereafter 2,918,453 Total debt maturities 5,168,453 Net unamortized premium 30,025 Net unamortized debt issuance costs (32,617) Total debt obligations, net $ 5,165,861 |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 December 31, 2020 Carrying Fair Carrying Fair Notes payable $ 4,871,286 $ 5,210,692 $ 4,524,611 $ 5,012,523 Unsecured Credit Facility and term loans 294,575 300,520 642,719 651,639 Total debt obligations, net $ 5,165,861 $ 5,511,212 $ 5,167,330 $ 5,664,162 |
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, 2021 Balance Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs Significant Unobservable Inputs Assets: Marketable securities (1) $ 18,737 $ 2,076 $ 16,661 $ — Liabilities: Interest rate derivatives $ (21,715) $ — $ (21,715) $ — Fair Value Measurements as of December 31, 2020 Balance Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs Significant Unobservable Inputs Assets: Marketable securities (1) $ 19,548 $ 980 $ 18,568 $ — Liabilities: Interest rate derivatives $ (28,225) $ — $ (28,225) $ — |
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. No properties were remeasured to fair value during the three months ended March 31, 2021 that were not sold prior to March 31, 2021. The table includes information related to properties that were remeasured to fair value as a result of impairment testing during the year ended December 31, 2020, excluding the properties sold prior to December 31, 2020: Fair Value Measurements as of December 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)(3) $ 27,184 $ — $ — $ 27,184 $ 11,544 (1) Excludes properties disposed of prior to December 31, 2020. (2) The carrying value of properties remeasured to fair value based upon offers from third-party buyers during the year ended December 31, 2020 includes: (i) $14.0 million related to Northmall Centre; and (ii) $8.3 million related to The Pines Shopping Center. (3) The carrying value of properties remeasured to fair value based upon a discounted cash flow analysis during the year ended December 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. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of COVID-19 Related Deferrals and Abatements Granted for Lease Payments | The following table presents the COVID-19 related deferrals and abatements granted for lease payments due during the three months ended March 31, 2021 and 2020. Lease payments presented consist of fixed contractual base rent and may include the reimbursement of certain property operating expenses. Three Months Ended Three Months Ended Deferrals Abatements Deferrals Abatements Lease payments (lease modifications) $ 701 $ 737 $ — $ — Lease payments (not lease modifications) 6,185 2,098 — — $ 6,886 $ 2,835 $ — $ — |
Schedule of Deferrals, Without Lease Modifications | The following table presents the deferrals that were not lease modifications and were included in Receivables, net on the Company's Unaudited Condensed Consolidated Balance Sheets: COVID-19 Deferred Receivable Beginning balance, December 31, 2020 $ 15,359 Deferred lease payments (not lease modifications) 6,185 Deferred lease payments deemed uncollectible (1,760) Deferred lease payments received (10,416) Ending balance, March 31, 2021 $ 9,368 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of Operating Leases | The following tables present additional information pertaining to the Company’s operating leases: Three Months Ended March 31, Supplemental Statements of Operations Information 2021 2020 Operating lease costs $ 1,618 $ 1,756 Short-term lease costs 1 10 Variable lease costs 115 129 Total lease costs $ 1,734 $ 1,895 Three Months Ended March 31, Supplemental Statements of Cash Flows Information 2021 2020 Operating cash outflows from operating leases $ 1,663 $ 1,769 ROU assets written off due to lease modifications — (1,748) Operating Lease Liabilities As of March 31, 2021 Future minimum operating lease payments: 2021 (remaining nine months) $ 4,496 2022 6,032 2023 5,342 2024 5,249 2025 4,948 Thereafter 25,125 Total future minimum operating lease payments 51,192 Less: imputed interest (13,943) Operating lease liabilities $ 37,249 Supplemental Balance Sheets Information As of March 31, 2021 As of December 31, 2020 Operating lease liabilities (1)(2) $ 37,249 $ 38,599 ROU assets (1)(3) $ 32,679 $ 34,006 (1) As of March 31, 2021 and December 31, 2020, the weighted average remaining lease term was 12.7 years and 12.7 years, respectively, and the weighted average discount rate was 4.40% and 4.39%, 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, 2021 | |
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, 2021 and 2020 (dollars in thousands, except per share data): Three Months Ended March 31, 2021 2020 Computation of Basic Earnings Per Share: Net income $ 52,371 $ 59,781 Non-forfeitable dividends on unvested restricted shares (186) (218) Net income attributable to the Company’s common stockholders for basic earnings per share $ 52,185 $ 59,563 Weighted average number shares outstanding – basic 297,110 297,841 Basic earnings per share attributable to the Company’s common stockholders: Net income per share $ 0.18 $ 0.20 Computation of Diluted Earnings Per Share: Net income attributable to the Company’s common stockholders for diluted earnings per share $ 52,185 $ 59,563 Weighted average shares outstanding – basic 297,110 297,841 Effect of dilutive securities: Equity awards 736 423 Weighted average shares outstanding – diluted 297,846 298,264 Diluted earnings per share attributable to the Company’s common stockholders: Net income per share $ 0.18 $ 0.20 |
Earnings per Unit (Tables)
Earnings per Unit (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 and 2020 (dollars in thousands, except per share data): Three Months Ended March 31, 2021 2020 Computation of Basic Earnings Per Share: Net income $ 52,371 $ 59,781 Non-forfeitable dividends on unvested restricted shares (186) (218) Net income attributable to the Company’s common stockholders for basic earnings per share $ 52,185 $ 59,563 Weighted average number shares outstanding – basic 297,110 297,841 Basic earnings per share attributable to the Company’s common stockholders: Net income per share $ 0.18 $ 0.20 Computation of Diluted Earnings Per Share: Net income attributable to the Company’s common stockholders for diluted earnings per share $ 52,185 $ 59,563 Weighted average shares outstanding – basic 297,110 297,841 Effect of dilutive securities: Equity awards 736 423 Weighted average shares outstanding – diluted 297,846 298,264 Diluted earnings per share attributable to the Company’s common stockholders: Net income per share $ 0.18 $ 0.20 |
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, 2021 and 2020 (dollars in thousands, except per unit data): Three Months Ended March 31, 2021 2020 Computation of Basic Earnings Per Unit: Net income $ 52,371 $ 59,781 Non-forfeitable dividends on unvested restricted units (186) (218) Net income attributable to the Operating Partnership’s common units for basic earnings per unit $ 52,185 $ 59,563 Weighted average number common units outstanding – basic 297,110 297,841 Basic earnings per unit attributable to the Operating Partnership’s common units: Net income per unit $ 0.18 $ 0.20 Computation of Diluted Earnings Per Unit: Net income attributable to the Operating Partnership’s common units for diluted earnings per unit $ 52,185 $ 59,563 Weighted average common units outstanding – basic 297,110 297,841 Effect of dilutive securities: Equity awards 736 423 Weighted average common units outstanding – diluted 297,846 298,264 Diluted earnings per unit attributable to the Operating Partnership’s common units: Net income per unit $ 0.18 $ 0.20 |
Nature of Business and Financ_3
Nature of Business and Financial Statement Presentation (Details) | Mar. 31, 2021ft²Property |
Nture of Oerations and Financial Statements Presentation [Line Items] | |
GLA | 5,040 |
Shopping Center | |
Nture of Oerations and Financial Statements Presentation [Line Items] | |
Number of real estate properties | Property | 389 |
GLA | 68,000,000 |
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, 2021USD ($)ft² | Mar. 31, 2020USD ($) | |
Business Acquisition [Line Items] | ||
GLA | ft² | 5,040 | |
Aggregate Purchase Price | $ 3,779 | $ 2,020 |
Transaction costs | 200 | $ 100 |
Land at Ellisville Square (3) | ||
Business Acquisition [Line Items] | ||
Aggregate Purchase Price | $ 2,014 | |
Outparcel adjacent to Cobblestone Village | ||
Business Acquisition [Line Items] | ||
GLA | ft² | 5,040 | |
Aggregate Purchase Price | $ 1,520 | |
Land associated with Westgate Plaza | ||
Business Acquisition [Line Items] | ||
Aggregate Purchase Price | 245 | |
Land adjacent to Shops at Palm Lakes | ||
Business Acquisition [Line Items] | ||
Aggregate Purchase Price | $ 2,020 |
Acquisition of Real Estate (Pur
Acquisition of Real Estate (Purchase Price) (Details) - Acquired Properties - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Assets | ||
Land | $ 2,738 | $ 2,020 |
Buildings | 1,041 | 0 |
Total assets | $ 3,779 | $ 2,020 |
Dispositions and Assets Held _3
Dispositions and Assets Held for Sale (Narrative) (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021USD ($)shopping_centerproperty | Mar. 31, 2020USD ($)shopping_center | Dec. 31, 2020property | |
Schedule of Acquisitions and Dispositions [Line Items] | |||
Gain on sale | $ 5,764 | $ 8,905 | |
Disposed of by Sale | |||
Schedule of Acquisitions and Dispositions [Line Items] | |||
Number of shopping centers sold | shopping_center | 4 | 3 | |
Number of partial shopping centers sold | shopping_center | 4 | 2 | |
Proceeds from sale of property | $ 31,800 | $ 40,500 | |
Gain on sale | 5,800 | 7,500 | |
Provisions of impairment | $ 1,500 | 100 | |
Disposed of by Sale | Previously Disposed Assets | |||
Schedule of Acquisitions and Dispositions [Line Items] | |||
Proceeds from sale of property | 900 | ||
Gain on sale | 1,400 | ||
Contingencies received | $ 500 | ||
Held-for-sale | |||
Schedule of Acquisitions and Dispositions [Line Items] | |||
Number of real estate properties | property | 1 | 2 | |
Held-for-sale | Partial Properties | |||
Schedule of Acquisitions and Dispositions [Line Items] | |||
Number of real estate properties | property | 1 |
Dispositions and Assets Held _4
Dispositions and Assets Held for Sale (Held for Sale) (Details) $ in Thousands | Mar. 31, 2021USD ($)property | Dec. 31, 2020USD ($)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 | $ 12,389 | $ 18,014 |
Held-for-sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of real estate properties | property | 1 | 2 |
Land | $ 2,221 | $ 5,447 |
Buildings and improvements | 13,878 | 16,481 |
Accumulated depreciation and amortization | (4,167) | (4,693) |
Real estate, net | 11,932 | 17,235 |
Other assets | 457 | 779 |
Assets associated with real estate assets held for sale | 12,389 | 18,014 |
Below-market leases | 541 | 0 |
Liabilities associated with real estate assets held for sale | $ 541 | $ 0 |
Real Estate (Details)
Real Estate (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | |
Real Estate Owned, Disclosure of Detailed Components [Abstract] | ||||
Land | $ 1,737,338 | $ 1,740,263 | ||
Building and tenant improvements | 7,886,040 | 7,856,850 | ||
Lease intangibles | 557,470 | 566,448 | ||
Real estate, gross | 10,180,848 | 10,163,561 | ||
Accumulated depreciation and amortization | (2,706,805) | (2,659,448) | ||
Total | 7,474,043 | 7,504,113 | ||
Accrued capital expenditures and tenant improvements | 37,900 | $ 33,000 | ||
Accumulated amortization | 502,900 | 507,700 | ||
Intangible liabilities relating to below-market leases | 343,500 | 345,700 | ||
Accumulated amortization on below-market leases | 262,000 | 260,300 | ||
Below-market lease intangible amortization | 2,900 | $ 4,200 | ||
Amortization of intangible assets | 3,600 | $ 5,500 | ||
Leases, acquired-in-place | ||||
Real Estate Owned, Disclosure of Detailed Components [Abstract] | ||||
In-place lease value | 502,100 | 509,300 | ||
In-place lease amortization expense | ||||
2021 (remaining nine months) | 9,231 | |||
2022 | 8,954 | |||
2023 | 6,507 | |||
2024 | 4,841 | |||
2025 | 3,673 | |||
Above market leases | ||||
Real Estate Owned, Disclosure of Detailed Components [Abstract] | ||||
Above market leases | 55,300 | $ 57,200 | ||
Below-market lease accretion (income), net of above-market lease amortization expense | ||||
Below-market lease accretion (income), net of above-market lease amortization expense | ||||
2021 (remaining nine months) | (8,254) | |||
2022 | (9,232) | |||
2023 | (8,009) | |||
2024 | (7,497) | |||
2025 | $ (6,333) |
Impairments (Details)
Impairments (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021USD ($)ft² | Mar. 31, 2020USD ($)ft² | |
Real Estate Properties [Line Items] | ||
GLA | ft² | 114,169 | 50,910 |
Impairment Charge | $ | $ 1,467 | $ 4,598 |
Albany Plaza | ||
Real Estate Properties [Line Items] | ||
GLA | ft² | 114,169 | |
Impairment Charge | $ | $ 1,467 | |
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 |
Financial Instruments - Deriv_3
Financial Instruments - Derivatives and Hedging (Narrative) (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021USD ($)derivative_instrument | Mar. 31, 2020USD ($) | Dec. 31, 2020derivative_instrument | |
Maximum | |||
Debt Instrument [Line Items] | |||
Amount expected to be reclassified from accumulated other comprehensive loss in the next twelve months | $ 9,100,000 | ||
Interest Rate Swap | Designated as Hedging Instrument | |||
Debt Instrument [Line Items] | |||
Number of instruments entered | derivative_instrument | 0 | 0 | |
Termination fees | $ 1,100,000 | ||
Terminated notional amount | 250,000,000 | ||
Gain (loss) on derivative | $ 0 | $ 0 |
Financial Instruments - Deriv_4
Financial Instruments - Derivatives and Hedging (Notional Amount) (Details) - Interest Rate Swap - Designated as Hedging Instrument $ in Thousands | Mar. 31, 2021USD ($)derivative_instrument | Dec. 31, 2020USD ($)derivative_instrument |
Derivative [Line Items] | ||
Number of Instruments | derivative_instrument | 5 | 7 |
Notional Amount | $ | $ 550,000 | $ 800,000 |
Financial Instruments - Deriv_5
Financial Instruments - Derivatives and Hedging (Fair Value) (Details) - Interest Rate Swap - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Derivatives, Fair Value [Line Items] | ||
Gross derivative assets | $ 0 | $ 0 |
Gross derivative liabilities | (21,715) | (28,225) |
Net derivative liabilities | $ (21,715) | $ (28,225) |
Financial Instruments - Deriv_6
Financial Instruments - Derivatives and Hedging (Cash Flow Hedging Relationship) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Change in unrealized gain (loss) on interest rate swaps | $ 2,599 | $ (23,831) |
Amortization (accretion) of interest rate swaps to interest expense | 3,067 | (47) |
Change in unrealized gain (loss) on interest rate swaps, net | $ 5,666 | $ (23,878) |
Debt Obligations (Shedule of De
Debt Obligations (Shedule of Debt) (Details) | 1 Months Ended | 3 Months Ended | |||
Aug. 31, 2018USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 12, 2018USD ($)derivative_instrument | Nov. 01, 2016derivative_instrument | |
Debt obligations under various arrangements with financial institutions | |||||
Long-term debt | $ 5,168,453,000 | ||||
Net unamortized debt issuance costs | (32,617,000) | ||||
Total debt obligations | 5,165,861,000 | $ 5,167,330,000 | |||
Floating Rate Senior Notes due 2022 | Brixmor Operating Partnership LP | |||||
Debt obligations under various arrangements with financial institutions | |||||
Term loan face amount | $ 250,000,000 | ||||
Effective percentage | 1.11% | ||||
Stated spread rate | 1.05% | ||||
Term Loan | Unsecured $500 Million Term Loan | Interest Rate Swap | |||||
Debt obligations under various arrangements with financial institutions | |||||
Number of Instruments | derivative_instrument | 1 | ||||
Unsecured Debt | |||||
Debt obligations under various arrangements with financial institutions | |||||
Long-term debt | 4,868,453,000 | 4,518,453,000 | |||
Net unamortized premium | 30,025,000 | 31,390,000 | |||
Net unamortized debt issuance costs | (27,192,000) | (25,232,000) | |||
Long-term debt | $ 4,871,286,000 | 4,524,611,000 | |||
Weighted average fixed interest rate | 3.65% | ||||
Unsecured Debt | Minimum | |||||
Debt obligations under various arrangements with financial institutions | |||||
Stated percentage | 1.26% | ||||
Unsecured Debt | Maximum | |||||
Debt obligations under various arrangements with financial institutions | |||||
Stated percentage | 7.97% | ||||
Unsecured Debt | Unsecured Credit Facility | |||||
Debt obligations under various arrangements with financial institutions | |||||
Long-term debt | $ 0 | 0 | |||
Unsecured Debt | Term Loan | Unsecured $350 Million Term Loan | |||||
Debt obligations under various arrangements with financial institutions | |||||
Term loan face amount | $ 350,000,000 | ||||
Long-term debt | 0 | 350,000,000 | |||
Unsecured Debt | Term Loan | Unsecured $300 Million Term Loan | |||||
Debt obligations under various arrangements with financial institutions | |||||
Term loan face amount | $ 300,000,000 | ||||
Long-term debt | $ 300,000,000 | 300,000,000 | |||
Stated percentage | 1.37% | ||||
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 | Unsecured Credit Facility and Term Loan | |||||
Debt obligations under various arrangements with financial institutions | |||||
Net unamortized debt issuance costs | $ (5,425,000) | (7,281,000) | |||
Long-term debt | $ 294,575,000 | $ 642,719,000 |
Debt Obligations (Narrative) (D
Debt Obligations (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 12, 2018 | Aug. 31, 2018 | |
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 5,168,453,000 | |||||
Loss on extinguishment of debt, net | (1,197,000) | $ (5,000) | ||||
Accelerated unamortized debt premium | 1,200,000 | |||||
Brixmor Operating Partnership LP | ||||||
Debt Instrument [Line Items] | ||||||
Loss on extinguishment of debt, net | (1,197,000) | $ (5,000) | ||||
Floating Rate Senior Notes due 2022 | Brixmor Operating Partnership LP | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt | $ 250,000,000 | |||||
Senior Notes | 4.05% Senior Notes due 2030 | Brixmor Operating Partnership LP | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt | $ 350,000,000 | |||||
Stated percentage | 2.25% | |||||
Redemption price, percentage | 99.817% | |||||
Senior Notes | 4.05% Senior Notes due 2030 | Redeemed on or after April 1, 2030 | Brixmor Operating Partnership LP | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price, percentage | 100.00% | |||||
Unsecured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | 4,868,453,000 | $ 4,518,453,000 | ||||
Unsecured Debt | Unsecured Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | 0 | 0 | ||||
Loss on extinguishment of debt, net | (1,200,000) | |||||
Unsecured Debt | Term Loan | Unsecured $350 Million Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt | $ 350,000,000 | |||||
Long-term debt | $ 0 | 350,000,000 | ||||
Unsecured Debt | Term Loan | Unsecured $300 Million Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt | $ 300,000,000 | |||||
Stated percentage | 1.37% | |||||
Long-term debt | $ 300,000,000 | $ 300,000,000 |
Debt Obligations (Maturities) (
Debt Obligations (Maturities) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Interest payable | $ 40,700 | $ 47,200 |
Future expected/scheduled maturities of outstanding debt and capital lease | ||
2021 (remaining nine months) | 0 | |
2022 | 250,000 | |
2023 | 500,000 | |
2024 | 800,000 | |
2025 | 700,000 | |
Thereafter | 2,918,453 | |
Total debt maturities | 5,168,453 | |
Net unamortized premium | 30,025 | |
Net unamortized debt issuance costs | (32,617) | |
Total debt obligations, net | $ 5,165,861 | $ 5,167,330 |
Fair Value Disclosures (Debt Ob
Fair Value Disclosures (Debt Obligations) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Estimated fair value of the Company's debt obligations compared to their carrying amounts | ||
Total debt obligations, net | $ 5,165,861 | $ 5,167,330 |
Carrying Amount | ||
Estimated fair value of the Company's debt obligations compared to their carrying amounts | ||
Notes payable | 4,871,286 | 4,524,611 |
Unsecured credit facility and term loan | 294,575 | 642,719 |
Total debt obligations, net | 5,165,861 | 5,167,330 |
Fair Value | ||
Estimated fair value of the Company's debt obligations compared to their carrying amounts | ||
Notes payable | 5,210,692 | 5,012,523 |
Unsecured credit facility and term loan | 300,520 | 651,639 |
Total debt obligations | $ 5,511,212 | $ 5,664,162 |
Fair Value Disclosures (Measure
Fair Value Disclosures (Measurements) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Marketable securities, unrealized gain | $ (100) | $ 200 | |||
Impairment of real estate | $ 1,467 | $ 4,598 | |||
Terminal capitalization rates | 8.00% | ||||
Discount Rate | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Measurement input | 8.00% | ||||
Northmall Centre | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Real estate investment, fair value | $ 14,000 | ||||
The Pines Shopping Center | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Real estate investment, fair value | 8,300 | ||||
Spring Mall | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Real estate investment, fair value | 4,900 | ||||
Fair Value, Measurements, Recurring | Marketable Securities | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative asset | 18,737 | $ 19,548 | |||
Fair Value, Measurements, Recurring | Interest Rate Derivatives | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative liability | (21,715) | (28,225) | |||
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 | 2,076 | 980 | |||
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 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 | 16,661 | 18,568 | |||
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 liability | 21,715 | (28,225) | |||
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 liability | $ 0 | 0 | |||
Fair Value, Measurements, Nonrecurring | Properties | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative asset | 27,184 | ||||
Impairment of real estate | $ 11,544 | ||||
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 | ||||
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 | ||||
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 | $ 27,184 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
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. | |
Rental income based on percentage rents | $ 2.3 | $ 1.9 |
Revenue Recognition - COVID-19
Revenue Recognition - COVID-19 (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Receivables | ||
Deferred Lease Payments , Not Lease Modifications | ||
Beginning balance | $ 15,359 | |
Deferred lease payments (not lease modifications) | 6,185 | |
Deferred lease payments deemed uncollectible | (1,760) | |
Deferred lease payments received | (10,416) | |
Ending balance | 9,368 | |
Deferrals | ||
Deferrals and Abatements | ||
Lease payments (lease modifications) | 701 | $ 0 |
Lease payments (not lease modifications) | 6,185 | 0 |
Lease payments | 6,886 | 0 |
Abatements | ||
Deferrals and Abatements | ||
Lease payments (lease modifications) | 737 | 0 |
Lease payments (not lease modifications) | 2,098 | 0 |
Lease payments | $ 2,835 | $ 0 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |||
Additional term of contract | 100 years | ||
Supplemental Statements of Operations Information | |||
Operating lease costs | $ 1,618 | $ 1,756 | |
Short-term lease costs | 1 | 10 | |
Variable lease costs | 115 | 129 | |
Total lease costs | 1,734 | 1,895 | |
Operating cash outflows from operating leases | 1,663 | 1,769 | |
ROU assets written off due to lease modifications | 0 | $ (1,748) | |
Operating Lease Liabilities | |||
2021 (remaining nine months) | 4,496 | ||
2022 | 6,032 | ||
2023 | 5,342 | ||
2024 | 5,249 | ||
2025 | 4,948 | ||
Thereafter | 25,125 | ||
Total future minimum operating lease payments | 51,192 | ||
Less: imputed interest | (13,943) | ||
Operating lease liabilities | 37,249 | $ 38,599 | |
ROU asset | $ 32,679 | $ 34,006 | |
Weighted average remaining lease term | 12 years 8 months 12 days | 12 years 8 months 12 days | |
Weighted average discount rate | 4.40% | 4.39% | |
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, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Jan. 31, 2020 | |
Schedule of Shareholders' Equity [Line Items] | ||||
Compensation cost | $ 100,000 | |||
Available repurchase amount | $ 375,000,000 | |||
Dividends, per common share (in dollars per share) | $ 0.215 | $ 0.285 | ||
Accounts Payable and Accrued Liabilities | ||||
Schedule of Shareholders' Equity [Line Items] | ||||
Dividends payable | $ 66,100,000 | $ 66,000,000 | ||
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 | |||
Share repurchase program, average cost per share | $ 15.14 | |||
Share repurchase program, value | $ 25,000,000 | |||
Stock repurchased during period (in shares) | 1,650,000 | |||
Common Stock | RSUs | ||||
Schedule of Shareholders' Equity [Line Items] | ||||
Stock repurchased during period (in shares) | 300,000 | 200,000 | ||
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, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized | 15 | |
Grants in period | 1 | 0.7 |
Equity based compensation, net | $ 2.8 | $ 2.8 |
Amount capitalized | (0.2) | $ (0.2) |
Compensation cost not yet recognized | $ 28.4 | |
Weighted average remaining contractual term | 2 years 4 months 24 days | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Service period | 1 year | |
Expected volatility rate | 50.00% | 20.00% |
Risk free interest rate | 0.11% | 1.20% |
Expected dividend rate | 4.10% | 5.90% |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Service period | 5 years | |
Expected volatility rate | 64.00% | 23.00% |
Risk free interest rate | 0.18% | 1.30% |
Expected dividend rate | 5.80% | 6.00% |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share, Basic [Abstract] | ||
Net income | $ 52,371 | $ 59,781 |
Non-forfeitable dividends on unvested restricted shares | (186) | (218) |
Net income attributable to the Company’s common stockholders for basic earnings per share | $ 52,185 | $ 59,563 |
Weighted average number shares outstanding – basic | 297,110 | 297,841 |
Net income per share (usd per share) | $ 0.18 | $ 0.20 |
Computation of Diluted Earnings Per Share: | ||
Net income attributable to the Company’s common stockholders for diluted earnings per share | $ 52,185 | $ 59,563 |
Equity awards (in shares) | 736 | 423 |
Weighted average shares outstanding - diluted (in shares) | 297,846 | 298,264 |
Net income per share (usd per share) | $ 0.18 | $ 0.20 |
Earnings per Unit (Details)
Earnings per Unit (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Schedule of Earnings per Share [Line Items] | ||
Net income | $ 52,371 | $ 59,781 |
Non-forfeitable dividends on unvested restricted shares | (186) | (218) |
Net income attributable to the Company’s common stockholders for basic earnings per share | $ 52,185 | $ 59,563 |
Weighted average number shares outstanding – basic | 297,110 | 297,841 |
Net income per share (usd per share) | $ 0.18 | $ 0.20 |
Net income attributable to the Company’s common stockholders for diluted earnings per share | $ 52,185 | $ 59,563 |
Equity awards (in shares) | 736 | 423 |
Weighted average shares outstanding - diluted (in shares) | 297,846 | 298,264 |
Net income per share (usd per share) | $ 0.18 | $ 0.20 |
Brixmor Operating Partnership LP | ||
Schedule of Earnings per Share [Line Items] | ||
Net income | $ 52,371 | $ 59,781 |
Non-forfeitable dividends on unvested restricted shares | (186) | (218) |
Net income attributable to the Company’s common stockholders for basic earnings per share | $ 52,185 | $ 59,563 |
Weighted average number shares outstanding – basic | 297,110 | 297,841 |
Net income per share (usd per share) | $ 0.18 | $ 0.20 |
Net income attributable to the Company’s common stockholders for diluted earnings per share | $ 52,185 | $ 59,563 |
Equity awards (in shares) | 736 | 423 |
Weighted average shares outstanding - diluted (in shares) | 297,846 | 298,264 |
Net income per share (usd per share) | $ 0.18 | $ 0.20 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Environmental Matters | ||
Loss Contingencies [Line Items] | ||
Litigation settlement | $ 0 | $ 0 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Related party transactions | $ 0 | $ 0 |