þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Maryland (Brixmor Property Group Inc.) | 45-2433192 | |
Delaware (Brixmor Operating Partnership LP) | 80-0831163 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
Brixmor Property Group Inc. | Brixmor Operating Partnership LP | ||||||||
Large accelerated filer | þ | Non-accelerated filer | ¨ | Large accelerated filer | ¨ | Non-accelerated filer | þ | ||
Smaller reporting company | ¨ | Accelerated filer | ¨ | Smaller reporting company | ¨ | Accelerated filer | ¨ | ||
(Do not check if a smaller reporting company) |
• | Enhances investors’ understanding of the Parent Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business; |
• | Eliminates duplicative disclosure and provides a more streamlined and readable presentation; and |
• | Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports. |
Item No. | Page | |
Part I - FINANCIAL INFORMATION | ||
1. | Financial Statements | |
Brixmor Property Group Inc. (unaudited) | ||
Condensed Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015 | ||
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2016 and 2015 | ||
Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2016 and 2015 | ||
Condensed Consolidated Statements of Changes in Equity for the Six Months Ended June 30, 2016 and 2015 | ||
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2016 and 2015 | ||
Brixmor Operating Partnership LP (unaudited) | ||
Condensed Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015 | ||
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2016 and 2015 | ||
Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2016 and 2015 | ||
Condensed Consolidated Statements of Changes in Capital for the Six Months Ended June 30, 2016 and 2015 | ||
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2016 and 2015 | ||
Brixmor Property Group Inc. and Brixmor Operating Partnership LP (unaudited) | ||
Notes to Condensed Consolidated Financial Statements | ||
2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | |
3. | Quantitative and Qualitative Disclosures about Market Risk | |
4. | Controls and Procedures | |
Part II - OTHER INFORMATION | ||
1. | Legal Proceedings | |
1A. | Risk Factors | |
2. | Unregistered Sales of Equity Securities and Use of Proceeds | |
3. | Defaults Upon Senior Securities | |
4. | Mine Safety Disclosures | |
5. | Other Information | |
6. | Exhibits |
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES | |||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||
(Unaudited, in thousands, except share information) | |||||||
June 30, 2016 | December 31, 2015 | ||||||
Assets | |||||||
Real estate | |||||||
Land | $ | 2,010,074 | $ | 2,011,947 | |||
Buildings and improvements | 8,953,635 | 8,920,903 | |||||
10,963,709 | 10,932,850 | ||||||
Accumulated depreciation and amortization | (2,034,045 | ) | (1,880,685 | ) | |||
Real estate, net | 8,929,664 | 9,052,165 | |||||
Investments in and advances to unconsolidated joint ventures | 5,028 | 5,019 | |||||
Cash and cash equivalents | 114,272 | 69,528 | |||||
Restricted cash | 47,861 | 41,462 | |||||
Marketable securities | 28,752 | 23,001 | |||||
Receivables, net of allowance for doubtful accounts of $16,166 and $16,587 | 169,824 | 180,486 | |||||
Deferred charges and prepaid expenses, net | 115,266 | 109,149 | |||||
Other assets | 17,122 | 17,197 | |||||
Total assets | $ | 9,427,789 | $ | 9,498,007 | |||
Liabilities | |||||||
Debt obligations, net | $ | 5,966,533 | $ | 5,974,266 | |||
Accounts payable, accrued expenses and other liabilities | 560,215 | 603,439 | |||||
Total liabilities | 6,526,748 | 6,577,705 | |||||
Commitments and contingencies (Note 12) | |||||||
Equity | |||||||
Common stock, $0.01 par value; authorized 3,000,000,000 shares; 301,098,930 and 299,138,450 shares outstanding | 3,011 | 2,991 | |||||
Additional paid in capital | 3,287,330 | 3,270,246 | |||||
Accumulated other comprehensive loss | (1,281 | ) | (2,509 | ) | |||
Distributions in excess of net income | (423,018 | ) | (400,945 | ) | |||
Total stockholders’ equity | 2,866,042 | 2,869,783 | |||||
Non-controlling interests | 34,999 | 50,519 | |||||
Total equity | 2,901,041 | 2,920,302 | |||||
Total liabilities and equity | $ | 9,427,789 | $ | 9,498,007 | |||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. |
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES | |||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||
(Unaudited, in thousands, except per share data) | |||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Revenues | |||||||||||||||
Rental income | $ | 245,575 | $ | 244,030 | $ | 496,721 | $ | 487,600 | |||||||
Expense reimbursements | 61,763 | 65,512 | 131,475 | 135,266 | |||||||||||
Other revenues | 2,719 | 2,569 | 4,965 | 4,538 | |||||||||||
Total revenues | 310,057 | 312,111 | 633,161 | 627,404 | |||||||||||
Operating expenses | |||||||||||||||
Operating costs | 31,415 | 30,667 | 66,466 | 65,827 | |||||||||||
Real estate taxes | 38,683 | 43,974 | 83,074 | 88,163 | |||||||||||
Depreciation and amortization | 95,818 | 104,441 | 196,297 | 212,985 | |||||||||||
Provision for doubtful accounts | 1,621 | 2,525 | 4,361 | 5,020 | |||||||||||
Impairment of real estate assets | — | — | — | 807 | |||||||||||
General and administrative | 27,198 | 20,285 | 47,922 | 51,000 | |||||||||||
Total operating expenses | 194,735 | 201,892 | 398,120 | 423,802 | |||||||||||
Other income (expense) | |||||||||||||||
Dividends and interest | 319 | 90 | 392 | 184 | |||||||||||
Interest expense | (56,184 | ) | (62,158 | ) | (113,627 | ) | (124,722 | ) | |||||||
Gain on sale of real estate assets | 7,782 | 9,224 | 7,782 | 9,224 | |||||||||||
Gain on extinguishment of debt, net | 93 | 493 | 93 | 785 | |||||||||||
Other | (1,981 | ) | (2,811 | ) | (2,888 | ) | (2,995 | ) | |||||||
Total other expense | (49,971 | ) | (55,162 | ) | (108,248 | ) | (117,524 | ) | |||||||
Income before equity in income of unconsolidated joint ventures | 65,351 | 55,057 | 126,793 | 86,078 | |||||||||||
Equity in income of unconsolidated joint ventures | 119 | 110 | 226 | 225 | |||||||||||
Net income | 65,470 | 55,167 | 127,019 | 86,303 | |||||||||||
Net income attributable to non-controlling interests | (1,014 | ) | (1,055 | ) | (2,086 | ) | (1,768 | ) | |||||||
Net income attributable to common stockholders | $ | 64,456 | $ | 54,112 | $ | 124,933 | $ | 84,535 | |||||||
Per common share: | |||||||||||||||
Net income attributable to common stockholders: | |||||||||||||||
Basic | $ | 0.21 | $ | 0.18 | $ | 0.42 | $ | 0.28 | |||||||
Diluted | $ | 0.21 | $ | 0.18 | $ | 0.42 | $ | 0.28 | |||||||
Weighted average shares: | |||||||||||||||
Basic | 299,872 | 298,464 | 299,526 | 297,332 | |||||||||||
Diluted | 300,204 | 298,994 | 304,861 | 304,719 | |||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. |
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES | |||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |||||||||||||||
(Unaudited, in thousands) | |||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Net income | $ | 65,470 | $ | 55,167 | $ | 127,019 | $ | 86,303 | |||||||
Other comprehensive income (loss) | |||||||||||||||
Unrealized gain (loss) on interest rate hedges | 1,135 | 718 | 1,092 | (1,719 | ) | ||||||||||
Unrealized gain (loss) on marketable securities | 32 | (16 | ) | 136 | 18 | ||||||||||
Total other comprehensive income (loss) | 1,167 | 702 | 1,228 | (1,701 | ) | ||||||||||
Comprehensive income | 66,637 | 55,869 | 128,247 | 84,602 | |||||||||||
Comprehensive income attributable to non-controlling interests | (1,014 | ) | (1,055 | ) | (2,086 | ) | (1,768 | ) | |||||||
Comprehensive income attributable to the Company | $ | 65,623 | $ | 54,814 | $ | 126,161 | $ | 82,834 | |||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. |
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES | ||||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY | ||||||||||||||||||||||||||
(Unaudited, in thousands) | ||||||||||||||||||||||||||
Common Stock | ||||||||||||||||||||||||||
Number | Amount | Additional Paid in Capital | Accumulated Other Comprehensive Loss | Distributions in Excess of Net Income/Loss | Non-controlling Interests | Total | ||||||||||||||||||||
Beginning balance, January 1, 2015 | 296,552 | $ | 2,966 | $ | 3,223,941 | $ | (4,435 | ) | $ | (318,762 | ) | $ | 76,593 | $ | 2,980,303 | |||||||||||
Common stock dividends ($0.45 per common share) | — | — | — | — | (134,967 | ) | — | (134,967 | ) | |||||||||||||||||
Distributions to non-controlling interests | — | — | — | — | — | (2,835 | ) | (2,835 | ) | |||||||||||||||||
Equity based compensation expense | — | — | 15,201 | — | — | 347 | 15,548 | |||||||||||||||||||
Issuance of common stock and OP Units | 33 | — | (743 | ) | — | — | 765 | 22 | ||||||||||||||||||
Other comprehensive loss | — | — | — | (1,701 | ) | — | — | (1,701 | ) | |||||||||||||||||
Conversion of Operating Partnership units into common stock | 1,903 | 19 | 19,470 | — | — | (19,489 | ) | — | ||||||||||||||||||
Shared-based awards retained for taxes | — | — | (430 | ) | — | — | — | (430 | ) | |||||||||||||||||
Net income | — | — | — | — | 84,535 | 1,768 | 86,303 | |||||||||||||||||||
Ending balance, June 30, 2015 | 298,488 | $ | 2,985 | $ | 3,257,439 | $ | (6,136 | ) | $ | (369,194 | ) | $ | 57,149 | $ | 2,942,243 | |||||||||||
Beginning balance, January 1, 2016 | 299,138 | $ | 2,991 | $ | 3,270,246 | $ | (2,509 | ) | $ | (400,945 | ) | $ | 50,519 | $ | 2,920,302 | |||||||||||
Common stock dividends ($0.49 per common share) | — | — | — | — | (147,006 | ) | — | (147,006 | ) | |||||||||||||||||
Distributions to non-controlling interests | — | — | — | — | — | (2,207 | ) | (2,207 | ) | |||||||||||||||||
Equity based compensation expense | — | — | 4,510 | — | — | 68 | 4,578 | |||||||||||||||||||
Issuance of common stock and OP Units | 199 | 2 | (1,396 | ) | — | — | 1,604 | 210 | ||||||||||||||||||
Other comprehensive income | — | — | — | 1,228 | — | — | 1,228 | |||||||||||||||||||
Conversion of Operating Partnership units into common stock | 1,761 | 18 | 17,053 | — | — | (17,071 | ) | — | ||||||||||||||||||
Shared-based awards retained for taxes | — | — | (3,083 | ) | — | — | — | (3,083 | ) | |||||||||||||||||
Net income | — | — | — | — | 124,933 | 2,086 | 127,019 | |||||||||||||||||||
Ending balance, June 30, 2016 | 301,098 | $ | 3,011 | $ | 3,287,330 | $ | (1,281 | ) | $ | (423,018 | ) | $ | 34,999 | $ | 2,901,041 | |||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. |
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES | |||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||
(Unaudited, in thousands) | |||||||
Six Months Ended June 30, | |||||||
2016 | 2015 | ||||||
Operating activities: | |||||||
Net income | $ | 127,019 | $ | 86,303 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 196,297 | 212,985 | |||||
Debt premium and discount amortization | (7,772 | ) | (9,859 | ) | |||
Deferred financing cost amortization | 3,888 | 4,090 | |||||
Above- and below-market lease intangible amortization | (20,116 | ) | (24,437 | ) | |||
Provisions for impairment | — | 807 | |||||
Gain on disposition of operating properties | (7,782 | ) | (9,224 | ) | |||
Equity based compensation | 4,578 | 15,548 | |||||
Other | 498 | 90 | |||||
Gain on extinguishment of debt, net | (97 | ) | (795 | ) | |||
Changes in operating assets and liabilities: | |||||||
Restricted cash | (5,727 | ) | (8,863 | ) | |||
Receivables | 10,551 | 13,057 | |||||
Deferred charges and prepaid expenses | (15,614 | ) | (11,545 | ) | |||
Other assets | 281 | (253 | ) | ||||
Accounts payable, accrued expenses and other liabilities | (15,545 | ) | 3,489 | ||||
Net cash provided by operating activities | 270,459 | 271,393 | |||||
Investing activities: | |||||||
Improvements to and investments in real estate assets | (83,639 | ) | (97,875 | ) | |||
Acquisitions of real estate assets | — | (52,278 | ) | ||||
Proceeds from sales of real estate assets | 20,534 | 41,795 | |||||
Change in restricted cash attributable to investing activities | (672 | ) | 864 | ||||
Purchase of marketable securities | (17,361 | ) | (9,651 | ) | |||
Proceeds from sale of marketable securities | 11,709 | 9,905 | |||||
Net cash used in investing activities | (69,429 | ) | (107,240 | ) | |||
Financing activities: | |||||||
Repayment of debt obligations and financing liabilities | (178,547 | ) | (495,437 | ) | |||
Repayment of borrowings under unsecured revolving credit facility | (597,000 | ) | (682,475 | ) | |||
Proceeds from borrowings under unsecured revolving credit facility | 181,000 | 460,000 | |||||
Proceeds from unsecured term loan and notes | 592,068 | 695,156 | |||||
Deferred financing costs | (1,273 | ) | (1,899 | ) | |||
Distributions to common stockholders | (146,841 | ) | (133,909 | ) | |||
Distributions to non-controlling interests | (2,610 | ) | (23,120 | ) | |||
Repurchase of common shares in conjunction with equity award plans | (3,083 | ) | (329 | ) | |||
Net cash used in financing activities | (156,286 | ) | (182,013 | ) | |||
Change in cash and cash equivalents | 44,744 | (17,860 | ) | ||||
Cash and cash equivalents at beginning of period | 69,528 | 60,595 | |||||
Cash and cash equivalents at end of period | $ | 114,272 | $ | 42,735 | |||
Supplemental disclosure of cash flow information: | |||||||
Cash paid for interest, net of amount capitalized of $1,169 and $1,475 | $ | 114,951 | $ | 117,687 | |||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. |
BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES | |||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||
(Unaudited, in thousands, except unit information) | |||||||
June 30, 2016 | December 31, 2015 | ||||||
Assets | |||||||
Real estate | |||||||
Land | $ | 2,010,074 | $ | 2,011,947 | |||
Buildings and improvements | 8,953,635 | 8,920,903 | |||||
10,963,709 | 10,932,850 | ||||||
Accumulated depreciation and amortization | (2,034,045 | ) | (1,880,685 | ) | |||
Real estate, net | 8,929,664 | 9,052,165 | |||||
Investments in and advances to unconsolidated joint ventures | 5,028 | 5,019 | |||||
Cash and cash equivalents | 114,236 | 69,506 | |||||
Restricted cash | 47,861 | 41,462 | |||||
Marketable securities | 28,534 | 22,791 | |||||
Receivables, net of allowance for doubtful accounts of $16,166 and $16,587 | 169,824 | 180,486 | |||||
Deferred charges and prepaid expenses, net | 115,266 | 109,149 | |||||
Other assets | 17,122 | 17,197 | |||||
Total assets | $ | 9,427,535 | $ | 9,497,775 | |||
Liabilities | |||||||
Debt obligations, net | $ | 5,966,533 | $ | 5,974,266 | |||
Accounts payable, accrued expenses and other liabilities | 560,215 | 603,439 | |||||
Total liabilities | 6,526,748 | 6,577,705 | |||||
Commitments and contingencies (Note 12) | |||||||
Capital | |||||||
Partnership common units: 304,691,465 and 304,366,215 units outstanding | 2,902,060 | 2,922,565 | |||||
Accumulated other comprehensive loss | (1,273 | ) | (2,495 | ) | |||
Total capital | 2,900,787 | 2,920,070 | |||||
Total liabilities and capital | $ | 9,427,535 | $ | 9,497,775 | |||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. |
BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES | |||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||
(Unaudited, in thousands, except per unit data) | |||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Revenues | |||||||||||||||
Rental income | $ | 245,575 | $ | 244,030 | $ | 496,721 | $ | 487,600 | |||||||
Expense reimbursements | 61,763 | 65,512 | 131,475 | 135,266 | |||||||||||
Other revenues | 2,719 | 2,569 | 4,965 | 4,538 | |||||||||||
Total revenues | 310,057 | 312,111 | 633,161 | 627,404 | |||||||||||
Operating expenses | |||||||||||||||
Operating costs | 31,415 | 30,667 | 66,466 | 65,827 | |||||||||||
Real estate taxes | 38,683 | 43,974 | 83,074 | 88,163 | |||||||||||
Depreciation and amortization | 95,818 | 104,441 | 196,297 | 212,985 | |||||||||||
Provision for doubtful accounts | 1,621 | 2,525 | 4,361 | 5,020 | |||||||||||
Impairment of real estate assets | — | — | — | 807 | |||||||||||
General and administrative | 27,198 | 20,285 | 47,922 | 51,000 | |||||||||||
Total operating expenses | 194,735 | 201,892 | 398,120 | 423,802 | |||||||||||
Other income (expense) | |||||||||||||||
Dividends and interest | 319 | 90 | 392 | 184 | |||||||||||
Interest expense | (56,184 | ) | (62,158 | ) | (113,627 | ) | (124,722 | ) | |||||||
Gain on sale of real estate assets | 7,782 | 9,224 | 7,782 | 9,224 | |||||||||||
Gain on extinguishment of debt, net | 93 | 493 | 93 | 785 | |||||||||||
Other | (1,981 | ) | (2,811 | ) | (2,888 | ) | (2,995 | ) | |||||||
Total other expense | (49,971 | ) | (55,162 | ) | (108,248 | ) | (117,524 | ) | |||||||
Income before equity in income of unconsolidated joint ventures | 65,351 | 55,057 | 126,793 | 86,078 | |||||||||||
Equity in income of unconsolidated joint ventures | 119 | 110 | 226 | 225 | |||||||||||
Net income attributable to Brixmor Operating Partnership LP | $ | 65,470 | $ | 55,167 | $ | 127,019 | $ | 86,303 | |||||||
Per common unit: | |||||||||||||||
Net income attributable to partnership common units: | |||||||||||||||
Basic | $ | 0.21 | $ | 0.18 | $ | 0.42 | $ | 0.28 | |||||||
Diluted | $ | 0.21 | $ | 0.18 | $ | 0.42 | $ | 0.28 | |||||||
Weighted average number of partnership common units: | |||||||||||||||
Basic | 304,588 | 304,283 | 304,535 | 303,710 | |||||||||||
Diluted | 304,920 | 304,813 | 304,861 | 304,719 | |||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. |
BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES | |||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |||||||||||||||
(Unaudited, in thousands) | |||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Net income attributable to Brixmor Operating Partnership LP | $ | 65,470 | $ | 55,167 | $ | 127,019 | $ | 86,303 | |||||||
Other comprehensive income (loss) | |||||||||||||||
Unrealized gain (loss) on interest rate hedges | 1,135 | 718 | 1,092 | (1,719 | ) | ||||||||||
Unrealized gain (loss) on marketable securities | 31 | (12 | ) | 130 | 19 | ||||||||||
Total other comprehensive income (loss) | 1,166 | 706 | 1,222 | (1,700 | ) | ||||||||||
Comprehensive income attributable to Brixmor Operating Partnership LP | $ | 66,636 | $ | 55,873 | $ | 128,241 | $ | 84,603 | |||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. |
BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES | |||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL | |||||||||||
(Unaudited, in thousands) | |||||||||||
Partnership Common Units | Accumulated Other Comprehensive Loss | Total | |||||||||
Beginning balance, January 1, 2015 | $ | 2,984,381 | $ | (4,425 | ) | $ | 2,979,956 | ||||
Distributions to partners | (137,704 | ) | — | (137,704 | ) | ||||||
Equity based compensation expense | 15,548 | — | 15,548 | ||||||||
Other comprehensive loss | — | (1,700 | ) | (1,700 | ) | ||||||
Issuance of OP Units | 22 | — | 22 | ||||||||
Share-based awards retained for taxes | (430 | ) | — | (430 | ) | ||||||
Net income attributable to Brixmor Operating Partnership LP | 86,303 | — | 86,303 | ||||||||
Ending balance, June 30, 2015 | $ | 2,948,120 | $ | (6,125 | ) | $ | 2,941,995 | ||||
Beginning balance, January 1, 2016 | $ | 2,922,565 | $ | (2,495 | ) | $ | 2,920,070 | ||||
Distributions to partners | (149,230 | ) | — | (149,230 | ) | ||||||
Equity based compensation expense | 4,578 | — | 4,578 | ||||||||
Other comprehensive income | — | 1,222 | 1,222 | ||||||||
Issuance of OP Units | 211 | — | 211 | ||||||||
Share-based awards retained for taxes | (3,083 | ) | — | (3,083 | ) | ||||||
Net income attributable to Brixmor Operating Partnership LP | 127,019 | — | 127,019 | ||||||||
Ending balance, June 30, 2016 | $ | 2,902,060 | $ | (1,273 | ) | $ | 2,900,787 | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. |
BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES | |||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||
(Unaudited, in thousands) | |||||||
Six Months Ended June 30, | |||||||
2016 | 2015 | ||||||
Operating activities: | |||||||
Net income attributable to Brixmor Operating Partnership LP | $ | 127,019 | $ | 86,303 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 196,297 | 212,985 | |||||
Debt premium and discount amortization | (7,772 | ) | (9,859 | ) | |||
Deferred financing cost amortization | 3,888 | 4,090 | |||||
Above- and below-market lease intangible amortization | (20,116 | ) | (24,437 | ) | |||
Provisions for impairment | — | 807 | |||||
Gain on disposition of operating properties | (7,782 | ) | (9,224 | ) | |||
Equity based compensation | 4,578 | 15,548 | |||||
Other | 498 | 90 | |||||
Gain on extinguishment of debt, net | (97 | ) | (795 | ) | |||
Changes in operating assets and liabilities: | |||||||
Restricted cash | (5,727 | ) | (8,863 | ) | |||
Receivables | 10,551 | 13,057 | |||||
Deferred charges and prepaid expenses | (15,614 | ) | (11,545 | ) | |||
Other assets | 281 | (253 | ) | ||||
Accounts payable, accrued expenses and other liabilities | (15,545 | ) | 3,491 | ||||
Net cash provided by operating activities | 270,459 | 271,395 | |||||
Investing activities: | |||||||
Improvements to and investments in real estate assets | (83,639 | ) | (97,875 | ) | |||
Acquisitions of real estate assets | — | (52,278 | ) | ||||
Proceeds from sales of real estate assets | 20,534 | 41,795 | |||||
Change in restricted cash attributable to investing activities | (672 | ) | 864 | ||||
Purchase of marketable securities | (17,350 | ) | (9,649 | ) | |||
Proceeds from sale of marketable securities | 11,709 | 9,905 | |||||
Net cash used in investing activities | (69,418 | ) | (107,238 | ) | |||
Financing activities: | |||||||
Repayment of debt obligations and financing liabilities | (178,547 | ) | (495,437 | ) | |||
Repayment of borrowings under unsecured revolving credit facility | (597,000 | ) | (682,475 | ) | |||
Proceeds from borrowings under unsecured revolving credit facility | 181,000 | 460,000 | |||||
Proceeds from unsecured term loan and notes | 592,068 | 695,156 | |||||
Deferred financing costs | (1,273 | ) | (1,899 | ) | |||
Partner distributions | (152,559 | ) | (137,384 | ) | |||
Distributions to non-controlling interests | — | (19,871 | ) | ||||
Net cash used in financing activities | (156,311 | ) | (181,910 | ) | |||
Change in cash and cash equivalents | 44,730 | (17,753 | ) | ||||
Cash and cash equivalents at beginning of period | 69,506 | 60,450 | |||||
Cash and cash equivalents at end of period | $ | 114,236 | $ | 42,697 | |||
Supplemental disclosure of cash flow information: | |||||||
Cash paid for interest, net of amount capitalized of $1,169 and $1,475 | $ | 114,951 | $ | 117,687 | |||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. |
Purchase Price | |||||||||||||||||
Property Name | Location | Month Acquired | Cash | Debt Assumed | Total | GLA | |||||||||||
Retail Building at Bardin Place Center | Arlington, TX | Jun-15 | $ | 9,258 | $ | — | $ | 9,258 | 96,127 | ||||||||
Larchmont Centre | Mt. Laurel, NJ | Jun-15 | 11,000 | 7,000 | 18,000 | 103,787 | |||||||||||
Webster Square Shopping Center | Marshfield, MA | Jun-15 | 31,950 | — | 31,950 | 182,756 | |||||||||||
$ | 52,208 | $ | 7,000 | $ | 59,208 | 382,670 |
Assets | |||||
Land | $ | 12,924 | |||
Buildings | 35,640 | ||||
Building improvements | 4,634 | ||||
Tenant improvements | 2,273 | ||||
Above market rents | 120 | ||||
In-Place leases | 4,010 | ||||
Real estate, net | 59,601 | ||||
Deferred charges and prepaid expenses, net | 1,787 | ||||
Total assets | 61,388 | ||||
Liabilities | |||||
Secured loan payable | $ | 7,000 | |||
Secured loan fair value adjustment | 440 | ||||
Debt obligations, net | 7,440 | ||||
Accounts payable, accrued expenses and other liabilities (Below Market Leases) | 1,740 | ||||
Total liabilities | 9,180 | ||||
Net Assets Acquired | $ | 52,208 |
June 30, 2016 | December 31, 2015 | ||||||
Land | $ | 2,010,074 | $ | 2,011,947 | |||
Buildings and improvements: | |||||||
Buildings and tenant improvements | 8,095,182 | 8,043,325 | |||||
Lease intangibles (1) | 858,453 | 877,578 | |||||
10,963,709 | 10,932,850 | ||||||
Accumulated depreciation and amortization (1) | (2,034,045 | ) | (1,880,685 | ) | |||
Total | $ | 8,929,664 | $ | 9,052,165 |
(1) | At June 30, 2016 and December 31, 2015, Lease intangibles consisted of the following: (i) $779.5 million and $796.8 million, respectively, of in-place lease value, (ii) $79.0 million and $80.8 million, respectively, of above-market leases, and (iii) $625.2 million and $606.5 million, respectively, of accumulated amortization. These intangible assets are amortized over the term of each related lease. |
Year ending December 31, | Above- and below-market lease accretion (income), net | In-place lease value amortization expense | ||||||
2016 (remaining six months) | $ | (16,392 | ) | $ | 26,208 | |||
2017 | (29,404 | ) | 41,384 | |||||
2018 | (26,491 | ) | 32,130 | |||||
2019 | (22,189 | ) | 25,316 | |||||
2020 | (17,674 | ) | 19,060 |
Number of Instruments | Notional Amount | ||||||
Interest Rate Swaps | 5 | $ | 1,500,000 |
Fair Value of Derivative Instruments | ||||||||
Interest rate swaps classified as: | June 30, 2016 | December 31, 2015 | ||||||
Gross derivative assets | $ | — | $ | — | ||||
Gross derivative liabilities | (1,345 | ) | (2,437 | ) | ||||
Net derivative liability | $ | (1,345 | ) | $ | (2,437 | ) |
Derivatives in Cash Flow Hedging Relationships (Interest Rate Swaps and Caps) | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Unrealized loss on interest rate hedges | $ | (254 | ) | $ | (1,772 | ) | $ | (1,783 | ) | $ | (6,673 | ) | ||||
Amortization of interest rate swaps to interest expense | $ | 1,389 | $ | 2,490 | $ | 2,875 | $ | 4,954 |
Carrying Value as of | ||||||||||||
June 30, 2016 | December 31, 2015 | Stated Interest Rates | Scheduled Maturity Date | |||||||||
Secured loans(1) | ||||||||||||
Fixed rate secured loans(2) | $ | 2,048,216 | $ | 2,226,763 | 4.40% - 8.00% | 2016 – 2024 | ||||||
Net unamortized premium | 32,249 | 40,508 | ||||||||||
Net unamortized debt issuance cost | (990 | ) | (1,752 | ) | ||||||||
Total secured loans, net | $ | 2,079,475 | $ | 2,265,519 | ||||||||
Notes payables | ||||||||||||
Unsecured notes(3) | $ | 1,818,453 | $ | 1,218,453 | 3.85% - 7.97% | 2022 - 2029 | ||||||
Net unamortized discount | (8,358 | ) | (4,676 | ) | ||||||||
Net unamortized debt issuance cost | (14,430 | ) | (9,923 | ) | ||||||||
Total notes payable, net | $ | 1,795,665 | $ | 1,203,854 | ||||||||
Unsecured Credit Facility and Term Loan | ||||||||||||
Unsecured Credit Facility(4) | $ | 1,500,000 | $ | 1,916,000 | 1.90% | 2017 – 2018 | ||||||
Unsecured Term Loan | 600,000 | 600,000 | 1.90% | 2019 | ||||||||
Net unamortized debt issuance cost | (8,607 | ) | (11,107 | ) | ||||||||
Total Unsecured Credit Facility and Term Loan | $ | 2,091,393 | $ | 2,504,893 | ||||||||
Total debt obligations, net | $ | 5,966,533 | $ | 5,974,266 |
(1) | The Company’s secured loans are collateralized by certain properties and the equity interests of certain subsidiaries. These properties had a carrying value as of June 30, 2016 of approximately $3.2 billion. |
(2) | The weighted average interest rate on the Company’s fixed rate secured loans was 5.84% as of June 30, 2016. |
(3) | The weighted average interest rate on the Company’s unsecured notes was 3.98% as of June 30, 2016. |
(4) | The Unsecured Credit Facility (as defined below) consists of a $1.25 billion revolving credit facility and a $1.5 billion term loan facility. The Company has interest rate swap agreements that convert the floating interest rate on the $1.5 billion term loan facility to a fixed, combined interest rate of 0.844% plus an interest spread of 140 basis points. |
Year ending December 31, | ||||
2016 (remaining six months) | $ | 699,150 | ||
2017 | 349,659 | |||
2018 | 1,519,476 | |||
2019 | 620,126 | |||
2020 | 766,577 | |||
Thereafter | 2,011,681 | |||
Total debt maturities | 5,966,669 | |||
Net unamortized premiums on secured loans | 32,249 | |||
Net unamortized discount on notes | (8,358 | ) | ||
Net unamortized debt issuance costs | (24,027 | ) | ||
Total debt obligations | $ | 5,966,533 |
June 30, 2016 | December 31, 2015 | |||||||||||||||
Carrying Amounts | Fair Value | Carrying Amounts | Fair Value | |||||||||||||
Secured loans payable | $ | 2,079,475 | $ | 2,195,790 | $ | 2,265,519 | $ | 2,367,070 | ||||||||
Notes payable | 1,795,665 | 1,844,983 | 1,203,854 | 1,198,504 | ||||||||||||
Unsecured credit facility and term loan | 2,091,393 | 2,100,000 | 2,504,893 | 2,516,000 | ||||||||||||
Total debt obligations | $ | 5,966,533 | $ | 6,140,773 | $ | 5,974,266 | $ | 6,081,574 |
Fair Value Measurements as of June 30, 2016 | |||||||||||||||
Balance | Quoted Prices in Active markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||
Assets: | |||||||||||||||
Marketable securities(1) | $ | 28,752 | $ | 6,806 | $ | 21,946 | $ | — | |||||||
Liabilities: | |||||||||||||||
Interest rate derivatives | $ | (1,345 | ) | $ | — | $ | (1,345 | ) | $ | — | |||||
Fair Value Measurements as of December 31, 2015 | |||||||||||||||
Balance | Quoted Prices in Active markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||
Assets: | |||||||||||||||
Marketable securities(1) | $ | 23,001 | $ | 1,167 | $ | 21,834 | $ | — | |||||||
Liabilities: | |||||||||||||||
Interest rate derivatives | $ | (2,437 | ) | $ | — | $ | (2,437 | ) | $ | — |
(1) | As of June 30, 2016 and December 31, 2015 marketable securities included less than $0.1 million of net unrealized gain and $0.1 million of net unrealized losses, respectively. |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Computation of Basic Earnings Per Share: | |||||||||||||||
Net income | $ | 65,470 | $ | 55,167 | $ | 127,019 | $ | 86,303 | |||||||
Income attributable to non-controlling interests | (1,014 | ) | (1,055 | ) | (2,086 | ) | (1,768 | ) | |||||||
Non-forfeitable dividends on unvested restricted shares | (9 | ) | (6 | ) | (17 | ) | (11 | ) | |||||||
Net income attributable to the Company’s common stockholders for basic earnings per share | $ | 64,447 | $ | 54,106 | $ | 124,916 | $ | 84,524 | |||||||
Weighted average number shares outstanding - basic | 299,872 | 298,464 | 299,526 | 297,332 | |||||||||||
Basic Earnings Per Share Attributable to the Company’s Common Stockholders: | |||||||||||||||
Net income (1) | $ | 0.21 | $ | 0.18 | $ | 0.42 | $ | 0.28 | |||||||
Computation of Diluted Earnings Per Share: | |||||||||||||||
Net income attributable to the Company’s common stockholders for basic earnings per share | $ | 64,447 | $ | 54,106 | $ | 124,916 | $ | 84,524 | |||||||
Allocation of net income to dilutive convertible non-controlling interests | — | — | 2,086 | 1,768 | |||||||||||
Net income attributable to the Company’s common stockholders for diluted earnings per share | $ | 64,447 | $ | 54,106 | $ | 127,002 | $ | 86,292 | |||||||
Weighted average shares outstanding - basic | 299,872 | 298,464 | 299,526 | 297,332 | |||||||||||
Effect of dilutive securities: | |||||||||||||||
Conversion of OP Units | — | — | 5,009 | 6,378 | |||||||||||
Equity awards | 332 | 530 | 326 | 1,009 | |||||||||||
Weighted average shares outstanding - diluted (2) | 300,204 | 298,994 | 304,861 | 304,719 | |||||||||||
Diluted Earnings Per Share Attributable to the Company’s Common Stockholders: | |||||||||||||||
Net income (1) | $ | 0.21 | $ | 0.18 | $ | 0.42 | $ | 0.28 |
(1) | The sum of the quarterly Basic and Diluted earnings per share may not equal the Basic and Diluted earnings per share for the six months ended June 30, 2016 and 2015 due to rounding. |
(2) | For the three months ended June 30, 2016 and 2015, the weighted average number of vested OP Units outstanding was 4.7 million and 5.8 million, respectively and was not dilutive. |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Computation of Basic Earnings Per Unit: | |||||||||||||||
Net income attributable to Brixmor Operating Partnership LP | $ | 65,470 | $ | 55,167 | $ | 127,020 | $ | 86,303 | |||||||
Non-forfeitable dividends on unvested restricted shares | (9 | ) | (6 | ) | (17 | ) | (11 | ) | |||||||
Net income attributable to the Operating Partnership’s common units for basic earnings per unit | $ | 65,461 | $ | 55,161 | $ | 127,003 | $ | 86,292 | |||||||
Weighted average number of common units outstanding - basic | 304,588 | 304,283 | 304,535 | 303,710 | |||||||||||
Basic Earnings Per Unit Attributable to the Operating Partnership’s Common Units: | |||||||||||||||
Net Income (1) | $ | 0.21 | $ | 0.18 | $ | 0.42 | $ | 0.28 | |||||||
Computation of Diluted Earnings Per Unit: | |||||||||||||||
Net income attributable to the Operating Partnership’s common units for diluted earnings per unit | $ | 65,461 | $ | 55,161 | $ | 127,003 | $ | 86,292 | |||||||
Weighted average common units outstanding - basic | 304,588 | 304,283 | 304,535 | 303,710 | |||||||||||
Effect of dilutive securities: | |||||||||||||||
Equity awards | 332 | 530 | 326 | 1,009 | |||||||||||
Weighted average common units outstanding - diluted | 304,920 | 304,813 | 304,861 | 304,719 | |||||||||||
Diluted Earnings Per Unit Attributable to the Operating Partnership’s Common Units: | |||||||||||||||
Net Income (1) | $ | 0.21 | $ | 0.18 | $ | 0.42 | $ | 0.28 |
(1) | The sum of the quarterly Basic and Diluted earnings per unit may not equal the Basic and Diluted earnings per unit for the six months ended June 30, 2016 and 2015 due to rounding. |
Year ending December 31, | ||||
2016 (remaining six months) | $ | 4,346 | ||
2017 | 7,281 | |||
2018 | 6,846 | |||
2019 | 6,695 | |||
2020 | 5,883 | |||
Thereafter | 85,476 | |||
Total minimum annual rental commitments | $ | 116,527 |
• | Embedded Anchor Space Repositioning, Redevelopment and Outparcel Development Expertise - We have been a top redeveloper over the past decade, according to Chain Store Age magazine, having completed anchor space repositioning, redevelopment and outparcel development projects totaling over $1.2 billion since January 1, 2003. |
• | Expansive Retailer Relationships - We believe that given the scale of our asset base and our nationwide footprint, we have a competitive advantage in supporting the growth plans of the nation’s largest retailers. We believe that we are the largest landlord by gross leasable area (“GLA”) to Kroger and TJX Companies, as well as a key landlord to major grocers and most major retail category leaders. We believe that our strong relationships with leading retailers affords us insight into their strategies and priority access to their expansion plans, enabling us to efficiently provide these retailers with space in multiple locations. |
• | Fully-Integrated Operating Platform - We operate with a fully-integrated, comprehensive platform, leveraging our national presence and demonstrating our commitment to a regional and local presence. We provide our tenants with personalized service through our network of three regional offices in Atlanta, Chicago and Philadelphia, as well as via 12 leasing and property management satellite offices throughout the country. We believe that this strategy enables us to obtain critical market intelligence and to benefit from the regional and local expertise of our workforce. |
• | Experienced Management - Senior members of our management team are experienced real estate operators with deep industry expertise and retailer relationships. |
• | As of June 30, 2016, we owned interests in 516 shopping centers (the “Portfolio”), including 515 wholly owned shopping centers and one shopping center held through an unconsolidated joint venture. |
• | Billed occupancy for the Portfolio was 90.6% and 90.3% as of June 30, 2016 and 2015, respectively. Leased occupancy for the Portfolio was 92.8% and 92.5% as of June 30, 2016 and 2015, respectively. |
• | During the three months ended June 30, 2016, we executed 554 total leases in our Portfolio totaling 3.6 million square feet of GLA, including 209 new leases totaling 0.9 million square feet of GLA, 258 renewal leases totaling 1.2 million square feet of GLA and 87 option leases totaling 1.5 million square feet of GLA. The average annualized cash base rent (“ABR”) per leased square foot of the new leases was $15.76 and the average ABR per leased square foot of the new and renewal leases was $15.68. The average cost per square foot for tenant improvements and leasing commissions for new leases was $19.52 and $3.86, respectively. The average cost per square foot for tenant improvements and leasing commissions for both new and renewal leases was $8.73 and $1.74, respectively. The average ABR under the comparable new leases increased 24.7% from the prior tenant’s ABR and increased 15.6% for both comparable new and renewal leases from the ABR under the prior leases. |
• | During the six months ended June 30, 2016, we executed 1,051 total leases in our Portfolio totaling 7.2 million square feet of GLA, including 378 new leases totaling 1.8 million square feet of GLA and 491 renewal leases totaling 2.1 million square feet of GLA and 182 option leases totaling 3.3 million square feet of GLA. The average ABR per leased square foot of the new leases was $15.33 and the average ABR per leased square foot of the new and renewal leases was $15.74. The average cost per square foot for tenant improvements and leasing commissions for new leases was $20.47 and $3.23, respectively. The average cost per square foot for tenant improvements and leasing commissions for both new and renewal leases was $9.55 and $1.54, respectively. The average ABR under the comparable new leases increased 29.2% from the prior tenant’s ABR and increased 15.8% for both comparable new and renewal leases from the ABR under the prior leases. |
• | During the six months June 30, 2016, we disposed of two shopping centers and one outparcel building for net proceeds of $20.5 million resulting in a gain of $7.8 million. |
Three Months Ended June 30, | |||||||||||
2016 | 2015 | $ Change | |||||||||
Revenues | |||||||||||
Rental income | $ | 245,575 | $ | 244,030 | $ | 1,545 | |||||
Expense reimbursements | 61,763 | 65,512 | (3,749 | ) | |||||||
Other revenues | 2,719 | 2,569 | 150 | ||||||||
Total revenues | $ | 310,057 | $ | 312,111 | $ | (2,054 | ) |
Three Months Ended June 30, | |||||||||||
2016 | 2015 | $ Change | |||||||||
Operating expenses | |||||||||||
Operating costs | $ | 31,415 | $ | 30,667 | $ | 748 | |||||
Real estate taxes | 38,683 | 43,974 | (5,291 | ) | |||||||
Depreciation and amortization | 95,818 | 104,441 | (8,623 | ) | |||||||
Provision for doubtful accounts | 1,621 | 2,525 | (904 | ) | |||||||
General and administrative | 27,198 | 20,285 | 6,913 | ||||||||
Total operating expenses | $ | 194,735 | $ | 201,892 | $ | (7,157 | ) |
Three Months Ended June 30, | |||||||||||
2016 | 2015 | $ Change | |||||||||
Other income (expense) | |||||||||||
Dividends and interest | $ | 319 | $ | 90 | $ | 229 | |||||
Interest expense | (56,184 | ) | (62,158 | ) | 5,974 | ||||||
Gain on sale of real estate assets | 7,782 | 9,224 | (1,442 | ) | |||||||
Gain on extinguishment of debt, net | 93 | 493 | (400 | ) | |||||||
Other | (1,981 | ) | (2,811 | ) | 830 | ||||||
Total other income (expense) | $ | (49,971 | ) | $ | (55,162 | ) | $ | 5,191 |
Three Months Ended June 30, | |||||||||||
2016 | 2015 | $ Change | |||||||||
Equity in income of unconsolidated joint ventures | $ | 119 | $ | 110 | $ | 9 |
Six Months Ended June 30, | |||||||||||
2016 | 2015 | $ Change | |||||||||
Revenues | |||||||||||
Rental income | $ | 496,721 | $ | 487,600 | $ | 9,121 | |||||
Expense reimbursements | 131,475 | 135,266 | (3,791 | ) | |||||||
Other revenues | 4,965 | 4,538 | 427 | ||||||||
Total revenues | $ | 633,161 | $ | 627,404 | $ | 5,757 |
Six Months Ended June 30, | |||||||||||
2016 | 2015 | $ Change | |||||||||
Operating expenses | |||||||||||
Operating costs | 66,466 | 65,827 | $ | 639 | |||||||
Real estate taxes | 83,074 | 88,163 | (5,089 | ) | |||||||
Depreciation and amortization | 196,297 | 212,985 | (16,688 | ) | |||||||
Provision for doubtful accounts | 4,361 | 5,020 | (659 | ) | |||||||
Impairment of real estate assets | — | 807 | (807 | ) | |||||||
General and administrative | 47,922 | 51,000 | (3,078 | ) | |||||||
Total operating expenses | $ | 398,120 | $ | 423,802 | $ | (25,682 | ) |
Six Months Ended June 30, | |||||||||||
2016 | 2015 | $ Change | |||||||||
Other income (expense) | |||||||||||
Dividends and interest | 392 | 184 | $ | 208 | |||||||
Interest expense | (113,627 | ) | (124,722 | ) | 11,095 | ||||||
Gain on sale of real estate assets | 7,782 | 9,224 | (1,442 | ) | |||||||
Gain on extinguishment of debt, net | 93 | 785 | (692 | ) | |||||||
Other | (2,888 | ) | (2,995 | ) | 107 | ||||||
Total other income (expense) | $ | (108,248 | ) | $ | (117,524 | ) | $ | 9,276 |
Six Months Ended June 30, | |||||||||
2016 | 2015 | $ Change | |||||||
Equity in income of unconsolidated joint ventures | 226 | 225 | $ | 1 |
• | cash and cash equivalent balances; |
• | operating cash flow; |
• | available borrowings under our existing revolving credit facility; |
• | issuance of long-term debt; |
• | asset sales; and |
• | issuance of equity securities. |
• | leasing costs and tenant improvements allowances; |
• | active anchor space repositioning/redevelopments; |
• | recurring maintenance capital expenditures; |
• | debt repayment requirements; and |
• | dividend/distribution payments. |
• | anchor space repositioning/redevelopments, renovation or expansion programs at individual properties; |
• | acquisitions; and |
• | debt maturities. |
Six Months Ended June 30, | ||||||||
2016 | 2015 | |||||||
Cash flows provided by operating activities | $ | 270,459 | $ | 271,393 | ||||
Cash flows used in investing activities | $ | (69,429 | ) | $ | (107,240 | ) | ||
Cash flows used in financing activities | $ | (156,286 | ) | $ | (182,013 | ) |
Six Months Ended June 30, | ||||||||
2016 | 2015 | |||||||
Cash flows provided by operating activities | $ | 270,459 | $ | 271,395 | ||||
Cash flows used in investing activities | $ | (69,418 | ) | $ | (107,238 | ) | ||
Cash flows used in financing activities | $ | (156,311 | ) | $ | (181,910 | ) |
As of June 30, 2016 | ||||||||||
Total Projects | Anticipated Cost | Cost Incurred | ||||||||
Anchor space repositioning | 28 | $ | 115,781 | $ | 50,766 | |||||
Redevelopment | 1 | 7,400 | 3,059 | |||||||
Outparcel development | 15 | 21,655 | 11,118 | |||||||
New development | 1 | 19,229 | 3,963 | |||||||
Total | 45 | $ | 164,065 | $ | 68,906 |
Contractual Obligations | Payment due by period | |||||||||||||||||||||||||||
(in thousands) | 2016 (Remaining Six Months) | 2017 | 2018 | 2019 | 2020 | Thereafter | Total | |||||||||||||||||||||
Debt (1) | $ | 699,150 | $ | 349,659 | $ | 1,519,476 | $ | 620,126 | $ | 766,577 | $ | 2,011,681 | $ | 5,966,669 | ||||||||||||||
Interest payments (2) | 123,525 | 195,285 | 165,259 | 135,518 | 118,956 | 307,721 | 1,046,264 | |||||||||||||||||||||
Operating leases | 4,346 | 7,281 | 6,846 | 6,695 | 5,883 | 85,476 | 116,527 | |||||||||||||||||||||
Total | $ | 827,021 | $ | 552,225 | $ | 1,691,581 | $ | 762,339 | $ | 891,416 | $ | 2,404,878 | $ | 7,129,460 | ||||||||||||||
(1) | Debt includes scheduled principal amortization and scheduled maturities for secured loans, unsecured credit facilities and unsecured notes payable. |
(2) | We incur variable rate interest on $1.5 billion and $600.0 million of debt related to the Unsecured Credit Facility and Term Loan, respectively. The margin associated with Unsecured Credit Facility borrowings is based on a total leverage based grid and ranges from 0.40% to 1.00%, for base rate loans, and 1.40% to 2.00%, for LIBOR rate loans. The margin on the Unsecured Credit Facility was 1.40% and the all-in rate was 1.90% as of June 30, 2016. The Company has in place five forward starting interest rate swap agreements that convert the floating interest rate on $1.5 billion of the Unsecured Credit Facility to a fixed, combined interest rate of 0.844% plus an interest spread of 140 basis points. The margin associated with the Term Loan is based on a total leverage based grid and ranges from 0.35% to 0.75%, for base rate loans, and 1.35% to 1.75% for LIBOR rate loans. The margin on the Term Loan was 1.40% and the all-in rate was 1.90% as of June 30, 2016. |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Net income | $ | 65,470 | $ | 55,167 | $ | 127,019 | $ | 86,303 | |||||||
Gain on disposition of operating properties | (7,782 | ) | (9,224 | ) | (7,782 | ) | (9,224 | ) | |||||||
Depreciation and amortization-real estate related-continuing operations | 95,040 | 103,087 | 194,725 | 210,277 | |||||||||||
Depreciation and amortization-real estate related-unconsolidated joint ventures | 20 | 21 | 45 | 43 | |||||||||||
Impairment of operating properties | — | — | — | 807 | |||||||||||
NAREIT FFO | 152,748 | 149,051 | 314,007 | 288,206 | |||||||||||
NAREIT FFO per share/OP Unit - diluted | $ | 0.50 | $ | 0.49 | $ | 1.03 | $ | 0.95 | |||||||
Weighted average shares/OP Units outstanding - basic and diluted (1) | 304,920 | 304,826 | 304,861 | 304,730 |
(1) | Basic and diluted shares/OP Units outstanding reflects an assumed conversion of certain BPG Sub shares and OP Units to common stock of the Company and the vesting of certain restricted stock awards. |
• | certain personnel are no longer employed by BPG; |
• | a new Chief Executive Officer and Chief Financial Officer were appointed effective May 20, 2016; |
• | the Audit Committee, Board and executives have and will continue to increase communication and training to employees regarding the ethical values of BPG, requirement to comply with laws, the Code of Conduct and BPG's policies; and |
• | BPG is evaluating its organizational structure, and is assessing roles and responsibilities to enhance controls and compliance. |
• | certain personnel are no longer employed by the Operating Partnership; |
• | a new Chief Executive Officer and Chief Financial Officer were appointed effective May 20, 2016; |
• | the Audit Committee, Board and executives have and will continue to increase communication and training to employees regarding the ethical values of the Operating Partnership, requirement to comply with laws, the Code of Conduct and the Operating Partnership’s policies; and |
• | the Operating Partnership is evaluating its organizational structure, and is assessing roles and responsibilities to enhance controls and compliance. |
• | ratio of total debt to total asset value of not more than 0.60 to 1.00 (increasing to 0.65 to 1.00 for a period of four fiscal quarters following a material acquisition); |
• | ratio of total net operating income to fixed charges of not less than 1.50 to 1.00; |
• | ratio of secured indebtedness to total asset value of not more than 0.40 to 1.00; and |
• | ratio of unsecured indebtedness to the unencumbered base value of properties satisfying certain criteria specified in, and valued per the terms of, the Amended Credit Facility of not more than 0.60 to 1.00 (increasing to 0.65 to 1.00 for a period of four fiscal quarters following a material acquisition). |
Incorporated by Reference | ||||||||||||
Exhibit Number | Exhibit Description | Form | File No. | Date of Filing | Exhibit Number | Filed Herewith | ||||||
4.1 | Third Supplemental Indenture, dated June 13, 2016, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee | 8-K | 001-36160 | 6/13/2016 | 4.2 | |||||||
10.1 | Employment Agreement, dated April 12, 2016 by and between Brixmor Property Group Inc. and James M. Taylor | — | — | — | — | x | ||||||
10.2 | Employment Agreement, dated April 26, 2016, by and between Brixmor Property Group Inc. and Angela Aman | — | — | — | — | x | ||||||
10.3 | General Release, dated May 20, 2016, by and between Brixmor Property Group Inc. and Daniel B. Hurwitz | — | — | — | — | x | ||||||
10.4 | General Release, dated May 20, 2016, by and between Brixmor Property Group Inc. and Barry Lefkowitz | — | — | — | — | x | ||||||
10.5 | Amended and Restated Revolving Credit and Term Loan Agreement, dated as of July 25, 2016, among Brixmor Operating Partnership LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto. | — | — | — | — | x | ||||||
10.6 | Amendment No. 2 to Term Loan Agreement, dated as of July 25, 2016, among Brixmor Operating Partnership LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto. | — | — | — | — | x | ||||||
31.1 | Brixmor Property Group Inc. Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | — | — | — | — | x | ||||||
31.2 | Brixmor Property Group Inc. Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | — | — | — | — | x | ||||||
31.3 | Brixmor Operating Partnership LP Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | — | — | — | — | x | ||||||
31.4 | Brixmor Operating Partnership LP Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | — | — | — | — | x |
Incorporated by Reference | ||||||||||||
Exhibit Number | Exhibit Description | Form | File No. | Date of Filing | Exhibit Number | Filed Herewith | ||||||
32.1 | Brixmor Property Group Inc. Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | — | — | — | — | x | ||||||
32.2 | Brixmor Operating Partnership LP Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | — | — | — | — | x | ||||||
99.1 | Section 13(r) Disclosure | — | — | — | — | x | ||||||
101.INS | XBRL Instance Document | — | — | — | — | x | ||||||
101.SCH | XBRL Taxonomy Extension Schema Document | — | — | — | — | x | ||||||
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | — | — | — | — | x | ||||||
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | — | — | — | — | x | ||||||
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | — | — | — | — | x | ||||||
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | — | — | — | — | x |
BRIXMOR PROPERTY GROUP INC. | ||
Date: July 25, 2016 | By: | /s/James M. Taylor |
James M. Taylor | ||
Chief Executive Officer and President | ||
(Principal Executive Officer) | ||
Date: July 25, 2016 | By: | /s/Angela Aman |
Angela Aman | ||
Chief Financial Officer | ||
(Principal Financial Officer) | ||
Date: July 25, 2016 | By: | /s/Michael Cathers |
Michael Cathers | ||
Interim Chief Accounting Officer | ||
(Principal Accounting Officer) |
BRIXMOR OPERATING PARTNERSHIP LP | ||
Date: July 25, 2016 | By: | /s/James M. Taylor |
James M. Taylor | ||
Chief Executive Officer and President | ||
(Principal Executive Officer) | ||
Date: July 25, 2016 | By: | /s/Angela Aman |
Angela Aman | ||
Chief Financial Officer | ||
(Principal Financial Officer) | ||
Date: July 25, 2016 | By: | /s/Michael Cathers |
Michael Cathers | ||
Interim Chief Accounting Officer | ||
(Principal Accounting Officer) |
BRIXMOR PROPERTY GROUP, INC. |
/s/ Steven F. Siegel |
By: Steven F. Siegel |
Title: Executive Vice President |
EXECUTIVE |
/s/ James M. Taylor |
James M. Taylor |
1. | Definitions. For purposes of this Agreement, the following terms shall have the following meanings: |
a. | Grant of Award. The Company grants to the Participant the number of RSUs set forth in the Award Certificate. |
b. | Vesting. Subject to Section 3, the RSUs granted under the Award shall become vested as follows, subject to the Participant’s continued employment with the Company through the applicable date(s) (each, a “Vesting Date”): One-third of the Award shall vest on January 1, 2017, one-third of the Award shall vest on January 1, 2018, and one-third of the Award shall vest on January 1, 2019. |
c. | Issuance of Common Stock. |
i. | Settlement of RSUs. Shares underlying a vested RSU shall be transferred to the Participant as soon as administratively practicable following the applicable Vesting Date. No shares of Common Stock shall be issued to the Participant in respect of an RSU prior to the applicable Vesting Date. After an RSU vests, the Company shall promptly cause to be registered in Participant’s name or in |
ii. | Fractional RSUs. In the event the Participant is vested in a fractional portion of an RSU, such portion shall be rounded down to the nearest whole number. |
a. | General. Subject to Section 3(b), in the event that the Participant’s employment with the Company is terminated (including upon resignation by the Participant), any unvested RSUs shall be forfeited automatically and without further action. |
b. | Qualifying Termination. Notwithstanding the foregoing: |
i. | In the event of the Participant’s Qualifying Termination, all unvested RSUs (and any associated Dividend Equivalent Amount) shall immediately vest. |
c. | Termination for Cause. In the event of the Participant’s termination of employment for Cause, then any unvested RSUs (and any associated Dividend Equivalent Amount) and any shares underlying RSUs that have not yet been transferred to the Participant shall be automatically forfeited as of the Termination Date. |
a. | Each RSU shall have a Dividend Equivalent Right associated with it with respect to any cash dividends on Common Stock that have a record date after the Effective Date and prior to the applicable Settlement Date for such RSU (the total accrued dividends for each earned RSU, a “Dividend Equivalent Amount”). |
b. | The Dividend Equivalent Amount shall be calculated by crediting a hypothetical bookkeeping account for the Participant with an amount equal to the amount of cash dividends that would have been paid on the dividend payment date with respect to the number of shares of Common Stock underlying the unsettled earned RSUs (or RSUs which become earned in accordance with this Agreement) if such shares had been outstanding on the dividend record date. The Participant’s Dividend Equivalent Amount shall not be credited with interest or earnings. |
c. | Any Dividend Equivalent Amount: (i) shall be subject to the same terms and conditions applicable to the earned RSU to which the Dividend Equivalent Right relates, including, without limitation, the restrictions on transfer and the forfeiture conditions contained in the Agreement; (ii) shall vest and be settled upon the same terms and at the same time of settlement as the RSUs to which they relate; and (iii) will be denominated and payable solely in cash. The payment of Dividend Equivalent Rights will be net of all applicable withholding taxes pursuant to Section 5(g). |
a. | Administration. The Committee shall administer the Award. |
b. | Agreement Subject to Plan; Amendment. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The Awards and RSUs granted hereunder are subject to the Plan. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and |
c. | Participant is Unsecured General Creditor. The Participant and the Participant’s heirs, successors, and assigns shall have no legal or equitable rights, interest, or claims in any specific property or assets of the Company. Assets of the Company shall not be held under any trust for the benefit of the Participant or the Participant’s heirs, successors, or assigns, or held in any way as collateral security for the fulfilling of the obligations of the Company under the Agreement or the Plan. Any and all of the Company’s assets shall be, and remain, the general unrestricted assets of the Company. The Company’s sole obligation under this Agreement and in respect of the Award shall be merely that of an unfunded and unsecured promise of the Company to pay the Participant in the future, subject to the conditions and provisions of the Agreement and the Plan. |
d. | No Transferability; No Assignment. Neither the Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the Award or the RSUs. No part of the RSUs or the shares of Common Stock delivered in respect of any vested RSUs, and/or amounts payable under this Agreement shall, prior to actual settlement or payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by the Participant or any other person, be transferable by operation of law in the event of the Participant’s or any other person’s bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise. |
e. | No Right to Continued Employment. Neither the Plan nor this Agreement nor the Participant’s receipt of the Award hereunder (or RSUs issued in settlement of the Award) shall impose any obligation on the Company or any Affiliate to continue the employment of the Participant, subject however to the terms and provisions of Participant’s employment agreement with the Company dated April 12, 2016. |
f. | Limitation on Shareholder Rights. The Participant shall have no rights as a shareholder of the Company, no dividend rights (subject to Dividend Equivalent Rights as set forth in Section 4) and no voting rights with respect to the RSUs and any shares of Common Stock underlying or issuable in respect of such RSUs until such shares of Common Stock are actually issued to and held of record by the Participant. No adjustments will be made for dividends or other rights of a holder for which the record date is prior to the date of issuance of the shares of Common Stock, except for the Dividend Equivalent Rights as set forth in Section 4. |
g. | Tax Withholding. |
i. | Regardless of any action the Company takes with respect to any or all federal, state or local income tax, employment tax or other tax related items (“Tax Related Items”), the Participant acknowledges that the ultimate liability for all Tax Related Items associated with the RSUs (and the Dividend Equivalent Rights associated therewith) is and remains the Participant’s responsibility and that the Company: (A) makes no representations or undertakings regarding the treatment of any Tax Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant or vesting of the RSUs, the delivery of the shares of Common Stock, the subsequent sale of shares of Common Stock acquired at vesting and the receipt of any Dividend Equivalent Rights; and (B) does not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax Related Items. Further, if Participant has relocated to a different jurisdiction between the date of grant and the date of any taxable event, Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction. |
ii. | Prior to the relevant taxable event, the Participant shall pay or make adequate arrangements satisfactory to the Company, in its sole discretion, to satisfy all withholding and payment on account obligations for Tax Related Items of the Company. In this regard, the Participant authorizes the Company, in its sole discretion, to satisfy the obligations with regard to all Tax Related Items legally payable by the Participant with respect to the RSUs by withholding in shares of Common Stock otherwise issuable to the Participant, provided that the Company withholds only the amount of shares of Common Stock necessary to satisfy the minimum statutory withholding amount using the Fair Market Value of the shares of Common Stock on the Settlement Date. Participant shall pay to the Company any amount of Tax Related Items that the Company may be required to withhold as a result of the RSUs that are not satisfied by the previously described method. The Company may refuse to deliver the shares of Common Stock to the Participant if the Participant fails to comply with Participant’s obligations in connection with the Tax Related Items as described in this Section. |
h. | Compensation Recovery Policy. The compensation under this Agreement shall be subject to being recovered under the Company’s compensation recovery policy, if any, or any similar policy that the Company may adopt from time to time applicable to all senior executives. For avoidance of doubt, compensation recovery rights to shares of Common Stock issued under this Agreement shall extend to any proceeds realized by the Participant upon the sale or other transfer of such shares of Common Stock. Without limiting the generality of the foregoing, if in the opinion of the independent directors of the Board, (i) the Company’s financial results are restated or were materially misstated due in whole or in part to intentional fraud or misconduct by the Participant, and (ii) the payment or equity or equity-based award made or issued pursuant to this Agreement based on the corrected financial results would be less than the amount previously paid or issued, then by approval by a majority of the independent directors of the Board, the Board may, based upon the facts and circumstances surrounding the restatement, direct that the Company recover all or a portion of any payment or equity or equity-based award made or issued pursuant to this Agreement, and the Participant shall be required, in addition to any other remedy available (on a non-exclusive basis), to pay to the Company, within 10 business days’ of the Company’s request to Participant therefore, an amount equal to the excess, if any, of (i) the aggregate after-tax proceeds (taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment) Participant received upon the sale or other disposition of, or distributions in respect of the RSUs and any shares of Common Stock issued in respect of such RSUs over (ii) the aggregate Cost of such shares (if any). For purposes of this Agreement, “Cost” means, in respect of any share of Common Stock, the amount paid by Participant for such share, as proportionately adjusted for all subsequent distributions. |
i. | Section 409A Compliance. The Award and the shares of Common Stock and amounts payable under this Agreement are intended to comply with the requirements of Section 409A so as to prevent the inclusion in gross income of any benefits accrued hereunder in a taxable year prior to the taxable year or years in which such amount would otherwise be actually distributed or made available to the Participants. The Agreement shall be administered and interpreted to the extent possible in a manner consistent with that intent. Notwithstanding the terms of Section 2 or Section 3, if a Participant is a “specified employee” within the meaning of Section 409A, no payments in respect of any Award or RSU that is “deferred compensation” subject to Section 409A and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A) shall be made to such Participant prior to the date that is six months after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company shall not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A. |
j. | Section 280G of the Code. In the event that the accelerated vesting of the RSUs or the amounts payable under this Agreement, together with all other payments and the value of any benefit received or to be received by the Participant, would result in all or a portion of such payment being subject to excise tax under Section 4999 of the Code (the “Excise Tax”), then the Participant’s payment shall be either (a) the full payment or (b) such lesser amount that would result in no portion of the payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state, and local employment taxes, income taxes, and the Excise Tax, results in the receipt by the Participant, on an after-tax basis, of the greatest amount of the payment notwithstanding that all or some portion of the payment may be taxable under Section 4999 of the Code. Any such reduction shall be made by the Company in compliance with all applicable legal authority, including Section 409A. All determinations required to be made under this Section shall be made by the nationally recognized accounting firm which is the Company’s outside auditor immediately prior to the event triggering the payments that are subject to the Excise Tax, which firm must be reasonably acceptable to the Participant (the “Accounting Firm”). The Company shall cause the Accounting Firm to provide detailed supporting calculations of its determinations to the Company and the Participant. All fees and expenses of the Accounting Firm shall be borne solely by the Company. The Accounting Firm’s determinations must be made with substantial authority (within the meaning of Section 6662 of the Code). |
k. | Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Maryland applicable to contracts made and performed wholly within the State of Maryland, without giving effect to the conflict of law provisions thereof. Any suit, action or proceeding with respect to this Agreement (or any provision incorporated by reference), or any judgment entered by any court in respect of any thereof, shall be brought in any court of competent jurisdiction in the State of New York, and each of the Participant and the Company hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding, or judgment. Each of the Participant and the Company hereby irrevocably waives (i) any objections which it may now or hereafter have to the laying of the venue of any suit, action, or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of New York, (ii) any claim that any such suit, action, or proceeding brought in any such court has been brought in any inconvenient forum and (iii) any right to a jury trial. |
l. | Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. |
1. | Brixmor Property Group Inc., a Maryland corporation (together with its Subsidiaries, the “Company”), and the Participant who is signatory hereto, hereby agree to the terms of this Award Certificate and the Brixmor Property Group Inc. Restricted Stock Unit Agreement (the “Agreement”) to which it is attached. All capitalized terms used in this Award Certificate and not defined herein shall have the meanings assigned to them in the Company’s 2013 Omnibus Incentive Plan (the “Plan”) or the Agreement. |
2. | Subject to the terms of this Award Certificate, the Agreement and the Plan, the Company hereby grants to the Participant as of the Effective Date, the Award on the terms set forth below: |
Participant: | [ ] |
Effective Date: | [ ], 2016 |
RSU Award Amount: | |
3. | The Award and any RSUs which may become vested under the Award are subject to the terms and conditions set forth in this Award Certificate, the Plan and the Agreement. All terms and provisions of the Plan and the Agreement, as the same may be amended from time to time, are incorporated and made part of this Award Certificate. If any provision of this Award Certificate is in conflict with the terms of the Plan or the Agreement, then the terms of the Plan or the Agreement, as applicable, shall govern. The Participant hereby expressly acknowledges receipt of a copy of the Plan and the Agreement. |
BRIXMOR PROPERTY GROUP INC. By: _______________________________ Name: Title: Authorized Signatory | PARTICIPANT ___________________________________ Name: [ ] |
Participant: | [ ] |
Effective Date: | [ ] |
Total Target RSU Award Amount: | [ ] |
Level of Achievement | Performance Level Achieved | Percentage of Award Earned |
Threshold | $[ ] | 50% |
Target | $[ ] | 100% |
Maximum | $[ ] | 150% |
Level of Achievement | Performance Level Achieved | Percentage of Award Earned |
Threshold | [ ] bps or less below index return | 50% |
Target | [ ] bps above index return | 100% |
Maximum | [ ] bps or more over index return | 150% |
Level of Achievement | Performance Level Achieved | Percentage of Award Earned |
Threshold | [ ]% - Compounded Annual Growth Rate | 50% |
Target | [ ]% - Compounded Annual Growth Rate | 100% |
Maximum | [ ]% - Compounded Annual Growth Rate | 150% |
BRIXMOR PROPERTY GROUP INC. By: ___________________________________ Name: Title: Authorized Signatory | PARTICIPANT __________________________________ Name: [Name] |
BRIXMOR PROPERTY GROUP, INC. |
/s/ Steven F. Siegel |
By: Steven F. Siegel |
Title: Executive Vice President |
EXECUTIVE |
/s/ Angela Aman |
Angela Aman |
1. | Definitions. For purposes of this Agreement, the following terms shall have the following meanings: |
a. | Grant of Award. The Company grants to the Participant the number of RSUs set forth in the Award Certificate. |
b. | Vesting. Subject to Section 3, the RSUs granted under the Award shall become vested as follows, subject to the Participant’s continued employment with the Company through the applicable date(s) (each, a “Vesting Date”): One-third of the Award shall vest on each of the first, second and third anniversary dates of the Effective Date. |
c. | Issuance of Common Stock. |
i. | Settlement of RSUs. Shares underlying a vested RSU shall be transferred to the Participant as soon as administratively practicable following the applicable Vesting Date. No shares of Common Stock shall be issued to the Participant in respect of an RSU prior to the applicable Vesting Date. After an RSU vests, the Company shall promptly cause to be registered in Participant’s name or in |
ii. | Fractional RSUs. In the event the Participant is vested in a fractional portion of an RSU, such portion shall be rounded down to the nearest whole number. |
a. | General. Subject to Section 3(b), in the event that the Participant’s employment with the Company is terminated (including upon resignation by the Participant), any unvested RSUs shall be forfeited automatically and without further action. |
b. | Qualifying Termination. Notwithstanding the foregoing: |
i. | In the event of the Participant’s Qualifying Termination, all unvested RSUs (and any associated Dividend Equivalent Amount) shall immediately vest. |
c. | Termination for Cause. In the event of the Participant’s termination of employment for Cause, then any unvested RSUs (and any associated Dividend Equivalent Amount) and any shares underlying RSUs that have not yet been transferred to the Participant shall be automatically forfeited as of the Termination Date. |
a. | Each RSU shall have a Dividend Equivalent Right associated with it with respect to any cash dividends on Common Stock that have a record date after the Effective Date and prior to the applicable Settlement Date for such RSU (the total accrued dividends for each earned RSU, a “Dividend Equivalent Amount”). |
b. | The Dividend Equivalent Amount shall be calculated by crediting a hypothetical bookkeeping account for the Participant with an amount equal to the amount of cash dividends that would have been paid on the dividend payment date with respect to the number of shares of Common Stock underlying the unsettled earned RSUs (or RSUs which become earned in accordance with this Agreement) if such shares had been outstanding on the dividend record date. The Participant’s Dividend Equivalent Amount shall not be credited with interest or earnings. |
c. | Any Dividend Equivalent Amount: (i) shall be subject to the same terms and conditions applicable to the earned RSU to which the Dividend Equivalent Right relates, including, without limitation, the restrictions on transfer and the forfeiture conditions contained in the Agreement; (ii) shall vest and be settled upon the same terms and at the same time of settlement as the RSUs to which they relate; and (iii) will be denominated and payable solely in cash. The payment of Dividend Equivalent Rights will be net of all applicable withholding taxes pursuant to Section 5(g). |
a. | Administration. The Committee shall administer the Award. |
b. | Agreement Subject to Plan; Amendment. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The Awards and RSUs granted hereunder are subject to the Plan. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and |
c. | Participant is Unsecured General Creditor. The Participant and the Participant’s heirs, successors, and assigns shall have no legal or equitable rights, interest, or claims in any specific property or assets of the Company. Assets of the Company shall not be held under any trust for the benefit of the Participant or the Participant’s heirs, successors, or assigns, or held in any way as collateral security for the fulfilling of the obligations of the Company under the Agreement or the Plan. Any and all of the Company’s assets shall be, and remain, the general unrestricted assets of the Company. The Company’s sole obligation under this Agreement and in respect of the Award shall be merely that of an unfunded and unsecured promise of the Company to pay the Participant in the future, subject to the conditions and provisions of the Agreement and the Plan. |
d. | No Transferability; No Assignment. Neither the Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the Award or the RSUs. No part of the RSUs or the shares of Common Stock delivered in respect of any vested RSUs, and/or amounts payable under this Agreement shall, prior to actual settlement or payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by the Participant or any other person, be transferable by operation of law in the event of the Participant’s or any other person’s bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise. |
e. | No Right to Continued Employment. Neither the Plan nor this Agreement nor the Participant’s receipt of the Award hereunder (or RSUs issued in settlement of the Award) shall impose any obligation on the Company or any Affiliate to continue the employment of the Participant, subject however to the terms and provisions of Participant’s employment agreement with the Company dated April [ ], 2016. |
f. | Limitation on Shareholder Rights. The Participant shall have no rights as a shareholder of the Company, no dividend rights (subject to Dividend Equivalent Rights as set forth in Section 4) and no voting rights with respect to the RSUs and any shares of Common Stock underlying or issuable in respect of such RSUs until such shares of Common Stock are actually issued to and held of record by the Participant. No adjustments will be made for dividends or other rights of a holder for which the record date is prior to the date of issuance of the shares of Common Stock, except for the Dividend Equivalent Rights as set forth in Section 4. |
g. | Tax Withholding. |
i. | Regardless of any action the Company takes with respect to any or all federal, state or local income tax, employment tax or other tax related items (“Tax Related Items”), the Participant acknowledges that the ultimate liability for all Tax Related Items associated with the RSUs (and the Dividend Equivalent Rights associated therewith) is and remains the Participant’s responsibility and that the Company: (A) makes no representations or undertakings regarding the treatment of any Tax Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant or vesting of the RSUs, the delivery of the shares of Common Stock, the subsequent sale of shares of Common Stock acquired at vesting and the receipt of any Dividend Equivalent Rights; and (B) does not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax Related Items. Further, if Participant has relocated to a different jurisdiction between the date of grant and the date of any taxable event, Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction. |
ii. | Prior to the relevant taxable event, the Participant shall pay or make adequate arrangements satisfactory to the Company, in its sole discretion, to satisfy all withholding and payment on account obligations for Tax Related Items of the Company. In this regard, the Participant authorizes the Company, in its sole discretion, to satisfy the obligations with regard to all Tax Related Items legally payable by the Participant with respect to the RSUs by withholding in shares of Common Stock otherwise issuable to the Participant, provided that the Company withholds only the amount of shares of Common Stock necessary to satisfy the minimum statutory withholding amount using the Fair Market Value of the shares of Common Stock on the Settlement Date. Participant shall pay to the Company any amount of Tax Related Items that the Company may be required to withhold as a result of the RSUs that are not satisfied by the previously described method. The Company may refuse to deliver the shares of Common Stock to the Participant if the Participant fails to comply with Participant’s obligations in connection with the Tax Related Items as described in this Section. |
h. | Compensation Recovery Policy. The compensation under this Agreement shall be subject to being recovered under the Company’s compensation recovery policy, if any, or any similar policy that the Company may adopt from time to time applicable to all senior executives. For avoidance of doubt, compensation recovery rights to shares of Common Stock issued under this Agreement shall extend to any proceeds realized by the Participant upon the sale or other transfer of such shares of Common Stock. Without limiting the generality of the foregoing, if in the opinion of the independent directors of the Board, (i) the Company’s financial results are restated or were materially misstated due in whole or in part to intentional fraud or misconduct by the Participant, and (ii) the payment or equity or equity-based award made or issued pursuant to this Agreement based on the corrected financial results would be less than the amount previously paid or issued, then by approval by a majority of the independent directors of the Board, the Board may, based upon the facts and circumstances surrounding the restatement, direct that the Company recover all or a portion of any payment or equity or equity-based award made or issued pursuant to this Agreement, and the Participant shall be required, in addition to any other remedy available (on a non-exclusive basis), to pay to the Company, within 10 business days’ of the Company’s request to Participant therefore, an amount equal to the excess, if any, of (i) the aggregate after-tax proceeds (taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment) Participant received upon the sale or other disposition of, or distributions in respect of the RSUs and any shares of Common Stock issued in respect of such RSUs over (ii) the aggregate Cost of such shares (if any). For purposes of this Agreement, “Cost” means, in respect of any share of Common Stock, the amount paid by Participant for such share, as proportionately adjusted for all subsequent distributions. |
i. | Section 409A Compliance. The Award and the shares of Common Stock and amounts payable under this Agreement are intended to comply with the requirements of Section 409A so as to prevent the inclusion in gross income of any benefits accrued hereunder in a taxable year prior to the taxable year or years in which such amount would otherwise be actually distributed or made available to the Participants. The Agreement shall be administered and interpreted to the extent possible in a manner consistent with that intent. Notwithstanding the terms of Section 2 or Section 3, if a Participant is a “specified employee” within the meaning of Section 409A, no payments in respect of any Award or RSU that is “deferred compensation” subject to Section 409A and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A) shall be made to such Participant prior to the date that is six months after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company shall not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A. |
j. | Section 280G of the Code. In the event that the accelerated vesting of the RSUs or the amounts payable under this Agreement, together with all other payments and the value of any benefit received or to be received by the Participant, would result in all or a portion of such payment being subject to excise tax under Section 4999 of the Code (the “Excise Tax”), then the Participant’s payment shall be either (a) the full payment or (b) such lesser amount that would result in no portion of the payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state, and local employment taxes, income taxes, and the Excise Tax, results in the receipt by the Participant, on an after-tax basis, of the greatest amount of the payment notwithstanding that all or some portion of the payment may be taxable under Section 4999 of the Code. Any such reduction shall be made by the Company in compliance with all applicable legal authority, including Section 409A. All determinations required to be made under this Section shall be made by the nationally recognized accounting firm which is the Company’s outside auditor immediately prior to the event triggering the payments that are subject to the Excise Tax, which firm must be reasonably acceptable to the Participant (the “Accounting Firm”). The Company shall cause the Accounting Firm to provide detailed supporting calculations of its determinations to the Company and the Participant. All fees and expenses of the Accounting Firm shall be borne solely by the Company. The Accounting Firm’s determinations must be made with substantial authority (within the meaning of Section 6662 of the Code). |
k. | Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Maryland applicable to contracts made and performed wholly within the State of Maryland, without giving effect to the conflict of law provisions thereof. Any suit, action or proceeding with respect to this Agreement (or any provision incorporated by reference), or any judgment entered by any court in respect of any thereof, shall be brought in any court of competent jurisdiction in the State of New York, and each of the Participant and the Company hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding, or judgment. Each of the Participant and the Company hereby irrevocably waives (i) any objections which it may now or hereafter have to the laying of the venue of any suit, action, or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of New York, (ii) any claim that any such suit, action, or proceeding brought in any such court has been brought in any inconvenient forum and (iii) any right to a jury trial. |
l. | Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. |
1. | Brixmor Property Group Inc., a Maryland corporation (together with its Subsidiaries, the “Company”), and the Participant who is signatory hereto, hereby agree to the terms of this Award Certificate and the Brixmor Property Group Inc. Restricted Stock Unit Agreement (the “Agreement”) to which it is attached. All capitalized terms used in this Award Certificate and not defined herein shall have the meanings assigned to them in the Company’s 2013 Omnibus Incentive Plan (the “Plan”) or the Agreement. |
2. | Subject to the terms of this Award Certificate, the Agreement and the Plan, the Company hereby grants to the Participant as of the Effective Date, the Award on the terms set forth below: |
Participant: | [ ] |
Effective Date: | [ ], 2016 |
RSU Award Amount: | |
3. | The Award and any RSUs which may become vested under the Award are subject to the terms and conditions set forth in this Award Certificate, the Plan and the Agreement. All terms and provisions of the Plan and the Agreement, as the same may be amended from time to time, are incorporated and made part of this Award Certificate. If any provision of this Award Certificate is in conflict with the terms of the Plan or the Agreement, then the terms of the Plan or the Agreement, as applicable, shall govern. The Participant hereby expressly acknowledges receipt of a copy of the Plan and the Agreement. |
BRIXMOR PROPERTY GROUP INC. By: _______________________________ Name: Title: Authorized Signatory | PARTICIPANT ___________________________________ Name: [ ] |
Participant: | [ ] |
Effective Date: | [ ] |
Total Target RSU Award Amount: | [ ] |
Level of Achievement | Performance Level Achieved | Percentage of Award Earned |
Threshold | $[ ] | 50% |
Target | $[ ] | 100% |
Maximum | $[ ] | 150% |
Level of Achievement | Performance Level Achieved | Percentage of Award Earned |
Threshold | [ ] bps or less below index return | 50% |
Target | [ ] bps above index return | 100% |
Maximum | [ ] bps or more over index return | 150% |
Level of Achievement | Performance Level Achieved | Percentage of Award Earned |
Threshold | [ ]% - Compounded Annual Growth Rate | 50% |
Target | [ ]% - Compounded Annual Growth Rate | 100% |
Maximum | [ ]% - Compounded Annual Growth Rate | 150% |
BRIXMOR PROPERTY GROUP INC. By: ___________________________________ Name: Title: Authorized Signatory | PARTICIPANT __________________________________ Name: [Name] |
a. | Title VII of the Civil Rights Act of 1964, as amended; the Reconstruction Era Civil Rights Act (also known as the Civil Rights Act of 1866), as amended; the Civil Rights Act of 1991, as amended; the Americans with Disabilities Act of 1990, as amended; the ADA Amendments Act of 2008; the Family and Medical Leave Act of 1993; the Age Discrimination in Employment Act of 1967, as amended; the Equal Pay Act; the National Labor Relations Act; the Fair Labor Standards Act; the Immigration Reform and Control Act; the Occupational Safety and Health Act; the Worker Adjustment Retraining and Notification Act; the Uniform Services Employment and Reemployment Rights Act of 1994, as amended; the Fair Credit Reporting Act; the Sarbanes-Oxley Act of 2002; the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; the False Claims Act; the Employee Retirement Income Security Act of 1974, as amended (excluding claims for accrued vested benefits under any employee benefit or pension plan of Brixmor, if any, in accordance with the terms and conditions of such plan and applicable law), the New York State Human Rights Law; the New York Executive Law; the New York Civil Rights Law; the New York City Human Rights Law; the New York City Local Civil Rights Restoration Act of 2005; the New York Minimum Wage Act; the New York Worker Adjustment Retraining and Notification Act; the New York Fair Credit Reporting Act; New York Labor Law; the New York City Administrative Code; and/or the retaliation provisions of the New York Workers’ Compensation law; |
b. | any state constitution or any other federal, state or local law (statutory or decisional), regulation, ordinance or other legal obligation concerning wages, employment, the terms and conditions of employment, the termination of employment, equal pay, wage payment, maximum hours and overtime, meal and rest periods, public holidays, wage deductions, prevailing wages, medical examinations, lie detector tests, fingerprinting, military leave, disaster service volunteer leave, jury duty, time off to vote, whistleblower protection, labor relations, criminal background checks, genetic disorders, apprenticeship programs, disability discrimination, reasonable accommodation for disabilities, political activities, recreational activities, and/or legal use of consumable products outside of working hours; |
c. | your employment with Brixmor, the terms and conditions of such employment, the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of that employment including, without limitation, wrongful discharge, constructive discharge, breach of contract (whether express or implied), breach of the covenant of good faith and fair dealing, breach of promise, detrimental reliance, promissory estoppel, equitable estoppel, unjust enrichment, quantum meruit, violation of public policy, tortious conduct, defamation, libel, slander, false light, interference with contract or a prospective economic advantage, fraud, fraud in the inducement, misrepresentation, invasion of privacy, assault, battery, personal injury, harassment, hostile work environment, failure to promote, violation of federal, state, or local whistleblower or anti-retaliation personnel laws, infliction of emotional distress (negligent and intentional), compensatory damages, economic damages, and punitive damages; and |
d. | claims for attorneys’ fees, costs, disbursements, and the like, which the Employee Releasors ever had, now have, or hereafter can, shall or may have against Brixmor for, upon, or by reason of any act, omission, transaction or occurrence up to and including the date that you sign this Agreement. |
6. | No Future Lawsuits, Complaints Or Claims |
7. | Acceptance of Agreement. |
Date: | May 20, 2016 | /s/ Daniel Hurwitz | |
Daniel Hurwitz | |||
BRIXMOR EMPLOYMENT COMPANY, LLC | |||
Date: | May 20, 2016 | /s/ Carolyn Carter Singh | |
CAROLYN CARTER SINGH | |||
EVP HR & Administration |
a. | Title VII of the Civil Rights Act of 1964; the Reconstruction Era Civil Rights Act (also known as the Civil Rights Act of 1866); the Civil Rights Act of 1991, as amended; the Americans with Disabilities Act of 1990; the ADA Amendments Act of 2008; the Family and Medical Leave Act of 1993; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Equal Pay Act; the National Labor Relations Act; the Fair Labor Standards Act; the Immigration Reform and Control Act; the Occupational Safety and Health Act; the Worker Adjustment Retraining and Notification Act; the Uniform Services Employment and Reemployment Rights Act of 1994; the Fair Credit Reporting Act; the Sarbanes-Oxley Act of 2002; the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; the False Claims Act; the Employee Retirement Income Security Act of 1974 (excluding claims for accrued vested benefits under any employee benefit or pension plan of Brixmor, if any, in accordance with the terms and conditions of such plan and applicable law), the New York State Human Rights Law; the New York Executive Law; the New York Civil Rights Law; the New York City Human Rights Law; the New York City Local Civil Rights Restoration Act of 2005; the New York Minimum Wage Act; the New York Worker Adjustment Retraining and Notification Act; the New York Fair Credit Reporting Act; New York Labor Law; the New York City Administrative Code; and/or the retaliation provisions of the New York Workers’ Compensation law, all of the foregoing as may be amended; |
b. | any state constitution or any other federal, state or local law (statutory or decisional), regulation, ordinance or other legal obligation concerning wages, employment, the terms and conditions of employment, the termination of employment, equal pay, wage payment, maximum hours and overtime, meal and rest periods, public holidays, wage deductions, prevailing wages, medical examinations, lie detector tests, fingerprinting, military leave, disaster service volunteer leave, jury duty, time off to vote, whistleblower protection, labor relations, criminal background checks, genetic disorders, apprenticeship programs, disability discrimination, reasonable accommodation for disabilities, political activities, recreational activities, and/or legal use of consumable products outside of working hours; |
c. | your employment with Brixmor, the terms and conditions of such employment, the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of that employment including, without limitation, wrongful discharge, constructive discharge, breach of contract (whether express or implied), breach of the covenant of good faith and fair dealing, breach of promise, detrimental reliance, promissory estoppel, equitable estoppel, unjust enrichment, quantum meruit, violation of public policy, tortious conduct, defamation, libel, slander, false light, interference with contract or a prospective economic advantage, fraud, fraud in the inducement, misrepresentation, invasion of privacy, assault, battery, personal injury, harassment, hostile work environment, failure to promote, violation of federal, state, or local whistleblower or anti-retaliation personnel laws, infliction of emotional distress (negligent and intentional), compensatory damages, economic damages, and punitive damages; and |
d. | claims for attorneys’ fees, costs, disbursements, and the like, which the Employee Releasors ever had, now have, or hereafter can, shall or may have against Brixmor for, upon, or by reason of any act, omission, transaction or occurrence up to and including the date that You sign this Agreement. |
6. | No Future Lawsuits, Complaints Or Claims |
7. | Acceptance of Agreement. |
Date: | May 20, 2016 | /s/ Barry Lefkowitz | |
Barry Lefkowitz | |||
BRIXMOR PROPERTY GROUP INC. | |||
Date: | May 20, 2016 | /s/ Carolyn Carter Singh | |
CAROLYN CARTER SINGH | |||
EVP HR & Administration |
Page | ||
ARTICLE I | Definitions | 1 |
SECTION 1.01 | Defined Terms | 1 |
SECTION 1.02 | Classification of Loans and Borrowings | 31 |
SECTION 1.03 | Terms Generally | 31 |
SECTION 1.04 | Accounting Terms; GAAP | 32 |
ARTICLE II | The Credits | 32 |
SECTION 2.01 | Commitments | 32 |
SECTION 2.02 | Loans and Borrowings | 33 |
SECTION 2.03 | Request for Borrowings | 33 |
SECTION 2.04 | Incremental Facilities | 34 |
SECTION 2.05 | [Reserved] | 37 |
SECTION 2.06 | Letters of Credit | 37 |
SECTION 2.07 | Funding of Borrowings | 41 |
SECTION 2.08 | Interest Elections | 42 |
SECTION 2.09 | Termination and Reduction of Commitments | 43 |
SECTION 2.10 | Repayment of Loans; Evidence of Debt | 43 |
SECTION 2.11 | Prepayment of Loans | 44 |
SECTION 2.12 | Fees | 45 |
SECTION 2.13 | Interest | 46 |
SECTION 2.14 | Alternate Rate of Interest | 47 |
SECTION 2.15 | Increased Costs | 47 |
SECTION 2.16 | Break Funding Payments | 48 |
SECTION 2.17 | Payments Free of Taxes | 49 |
SECTION 2.18 | Payments Generally; Pro Rata Treatment; Sharing of Setoffs | 53 |
SECTION 2.19 | Mitigation Obligations; Replacement of Lenders | 54 |
SECTION 2.20 | Defaulting Lenders | 55 |
SECTION 2.21 | Extension of Revolving Maturity Date | 57 |
SECTION 2.22 | Extending Facilities | 57 |
ARTICLE III | Representations and Warranties | 60 |
SECTION 3.01 | Organization; Powers | 60 |
TABLE OF CONTENTS (continued) | ||
SECTION 3.02 | Authorization; Enforceability | 60 |
SECTION 3.03 | Governmental Approvals; No Conflicts | 60 |
SECTION 3.04 | Financial Condition; No Material Adverse Change | 61 |
SECTION 3.05 | Properties | 61 |
SECTION 3.06 | Litigation, Guarantee Obligations, and Environmental Matters | 62 |
SECTION 3.07 | Compliance with Laws and Agreements | 62 |
SECTION 3.08 | Investment Company Status | 62 |
SECTION 3.09 | Taxes | 62 |
SECTION 3.10 | ERISA | 62 |
SECTION 3.11 | Disclosure | 63 |
SECTION 3.12 | Anti-Corruption Laws and Sanctions | 63 |
SECTION 3.13 | Federal Reserve Board Regulations | 63 |
SECTION 3.14 | Subsidiaries | 63 |
SECTION 3.15 | Solvency | 64 |
SECTION 3.16 | Status of BPG | 64 |
SECTION 3.17 | Insurance | 64 |
SECTION 3.18 | EEA Financial Institution | 64 |
ARTICLE IV | Conditions | 64 |
SECTION 4.01 | Effective Date | 64 |
SECTION 4.02 | Each Credit Event | 66 |
ARTICLE V | Affirmative Covenants | 66 |
SECTION 5.01 | Financial Statements; Ratings Change and Other Information | 66 |
SECTION 5.02 | Notices of Material Events | 68 |
SECTION 5.03 | Existence; Conduct of Business; REIT Status | 68 |
SECTION 5.04 | Payment of Obligations | 69 |
SECTION 5.05 | Maintenance of Properties; Insurance | 69 |
SECTION 5.06 | Books and Records; Inspection Rights | 69 |
SECTION 5.07 | Compliance with Laws | 69 |
TABLE OF CONTENTS (continued) | ||
SECTION 5.08 | Use of Proceeds and Letters of Credit | 69 |
SECTION 5.09 | [Reserved] | 69 |
SECTION 5.10 | Addition and Release of Guaranties | 69 |
ARTICLE VI | Negative Covenants | 70 |
SECTION 6.01 | Financial Covenants | 70 |
SECTION 6.02 | Fundamental Changes | 71 |
SECTION 6.03 | Restricted Payments | 72 |
SECTION 6.04 | Transactions with Affiliates | 72 |
SECTION 6.05 | Anti-Corruption Laws and Sanctions | 72 |
SECTION 6.06 | Changes in Fiscal Periods | 72 |
ARTICLE VII | Events of Default | 72 |
SECTION 7.01 | Events of Default | 72 |
SECTION 7.02 | Distribution of Payments after Default | 75 |
ARTICLE VIII | The Administrative Agents | 76 |
ARTICLE IX | Miscellaneous | 79 |
SECTION 9.01 | Notices | 79 |
SECTION 9.02 | Waivers; Amendments | 80 |
SECTION 9.03 | Expenses; Indemnity; Damage Waiver | 82 |
SECTION 9.04 | Successors and Assigns | 84 |
SECTION 9.05 | Survival | 88 |
SECTION 9.06 | Counterparts; Integration; Effectiveness; Electronic Execution | 88 |
SECTION 9.07 | Severability | 89 |
SECTION 9.08 | Right of Setoff | 89 |
SECTION 9.09 | Governing Law; Jurisdiction; Consent of Service of Process | 90 |
SECTION 9.10 | WAIVER OF JURY TRIAL | 91 |
SECTION 9.11 | Headings | 91 |
SECTION 9.12 | Confidentiality | 91 |
SECTION 9.13 | Material Non-Public Information | 92 |
SECTION 9.14 | Interest Rate Limitation | 92 |
TABLE OF CONTENTS (continued) | ||
SECTION 9.15 | USA PATRIOT Act | 92 |
SECTION 9.16 | No Advisory or Fiduciary Responsibility | 93 |
SECTION 9.17 | Non-Recourse | 93 |
SECTION 9.18 | Transitional Arrangements | 94 |
SECTION 9.19 | Acknowledgment and Consent to Bail-In of EEA Financial Institutions | 95 |
RATINGS LEVEL | MOODY’S/ S&P APPLICABLE CREDIT RATING | EURODOLLAR - APPLICABLE RATE | ABR‑ APPLICABLE RATE | FACILITY FEE RATE |
Level I Rating | A3/A- or higher | 0.875% | 0% | 0.125% |
Level II Rating | Baa1/BBB+ | 0.90% | 0% | 0.15% |
Level III Rating | Baa2/BBB | 1.00% | 0% | 0.20% |
Level IV Rating | Baa3/BBB- | 1.20% | 0.20% | 0.25% |
Level V Rating | Below Baa3/BBB- or unrated | 1.55% | 0.55% | 0.30% |
RATINGS LEVEL | MOODY’S/ S&P APPLICABLE CREDIT RATING | EURODOLLAR - APPLICABLE RATE | ABR‑ APPLICABLE RATE |
Level I Rating | A3/A- or higher | 0.90% | 0% |
Level II Rating | Baa1/BBB+ | 0.95% | 0% |
Level III Rating | Baa2/BBB | 1.10% | 0.10% |
Level IV Rating | Baa3/BBB- | 1.35% | 0.35% |
Level V Rating | Below Baa3/BBB- or unrated | 1.75% | 0.75% |
BRIXMOR OPERATING PARTNERSHIP LP | ||
By: | Brixmor OP GP LLC, its General Partner | |
By: | /s/ Steven Siegel | |
Name: | Steven Siegel | |
Title: | Executive Vice President, General Counsel and Secretary |
JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Lender | |
By: | /s/ Sangeeta Mahadevan |
Name: Sangeeta Mahadevan Title: Executive Director |
BANK OF AMERICA, N.A. | |
By: | /s/ Michael J. Kauffman |
Name: Michael J. Kauffman Title: Vice President |
WELLS FARGO BANK, NATIONAL ASSOCIATION | |
By: | /s/ Matthew Ricketts |
Name: Matthew Ricketts Title: Managing Director |
THE BANK OF NOVA SCOTIA | |
By: | /s/ Anthony Ottavino |
Name: Anthony Ottavino Title: Director |
BANK OF MONTREAL | |
By: | /s/ Kevin Fennell |
Name: Kevin Fennell Title: Vice President |
BARCLAYS BANK PLC | |
By: | /s/ Ronnie Glenn |
Name: Ronnie Glenn Title: Vice President |
CITIBANK, N.A. | |
By: | /s/ John C. Rowland |
Name: John C. Rowland Title: Vice President |
MIZUHO BANK, LTD. | |
By: | /s/ Noel Purcell |
Name: Noel Purcell Title: Authorized Signatory |
PNC BANK, NATIONAL ASSOCIATION | |
By: | /s/ Brian P. Kelly |
Name: Brian P. Kelly Title: Senior Vice President |
ROYAL BANK OF CANADA | |
By: | /s/ Sheena Lee |
Name: Sheena Lee Title: Authorized Signatory |
U.S. BANK NATIONAL ASSOCIATION | |
By: | /s/ Timothy J. Tillman |
Name: Timothy J. Tillman Title: Vice President |
SUNTRUST BANK | |
By: | /s/ Ryan Almond |
Name: Ryan Almond Title: Group Vice President |
REGIONS BANK | |
By: | /s/ Lori Chambers |
Name: Lori Chambers Title: Senior Vice President |
BRANCH BANKING AND TRUST COMPANY | |
By: | /s/ Steve Whitcomb |
Name: Steve Whitcomb Title: Senior Vice President |
THE BANK OF NEW YORK MELLON | |
By: | /s/ Abdullah Dahman |
Name: Abdullah Dahman Title: Vice President |
TD BANK, N.A. | |
By: | /s/ George Sherman |
Name: George Sherman Title: Vice President |
FIRST TENNESSEE BANK NATIONAL ASSOCIATION | |
By: | /s/ Ty Treadwell |
Name: Ty Treadwell Title: Vice President |
4. Administrative Agent: | JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement |
5. Credit Agreement: | The Amended and Restated Revolving Credit and Term Loan Agreement dated as of July 25, 2016 among Brixmor Operating Partnership LP, the Lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents parties thereto |
Facility Assigned 2 | Aggregate Amount of Commitment/Loans for all Lenders | Amount of Commitment/Loans Assigned | Percentage Assigned of Commitment/Loans 3 |
$ | $ | % | |
$ | $ | % | |
$ | $ | % |
ASSIGNOR [NAME OF ASSIGNOR] | |
By: | |
Title: |
ASSIGNEE [NAME OF ASSIGNEE] | |
By: | |
Title: |
I. | Section 6.01(a)(i) - Maximum Leverage Ratio. | |||
A. | Total Outstanding Indebtedness (from Schedule 2): | $______ | ||
B. | Balance Sheet Cash: | $______ | ||
C. | Total Asset Value (from Schedule 2): | $______ | ||
D. | Leverage Ratio ((Line I.A. - Line I.B) Line I.C): | ____% | ||
Maximum permitted: | 60% 6 | |||
II. | Section 6.01(a)(ii) - Minimum Fixed Charge Coverage Ratio. | |||
A. | Total Net Operating Income for the most recent 6 months for which the Borrower has reported financial results, annualized: | $______ | ||
B. | Aggregate square footage of all Operating Properties multiplied by $0.15: | $______ | ||
C. | Fixed Charges (from Schedule 2): | $______ | ||
D. | Fixed Charge Coverage Ratio (Line IV.A - Line IV.B) Line IV.C): | ___ to 1.0 | ||
Minimum required: | 1.5 to 1.0 | |||
III. | Section 6.01(a)(iii) - Maximum Secured Leverage Ratio. | |||
A. | Total Secured Indebtedness (from Schedule 2): | $______ | ||
B. | Balance Sheet Cash (from Line I.B above): | $______ | ||
C. | Total Asset Value (from Schedule 2): | $______ | ||
6 Ration may exceed 60% but shall not exceed 65% for a period of up to 4 fiscal quarters following a Major Acquisition. |
D. | Secured Leverage Ratio ((Line II.A - Line II.B) Line II.C): | ____% | ||
Maximum permitted: | 40% | |||
IV. | Section 6.01(a)(iv) - Maximum Unsecured Leverage Ratio. | |||
A. | Total Unsecured Indebtedness (from Schedule 2): | $______ | ||
B. | Unrestricted Cash and cash from like-kind exchanges: | $______ | ||
C. | Unencumbered Asset Value (from Schedule 2): | $______ | ||
D. | Unsecured Leverage Ratio ((Line IV.A - Line IV.B) Line IV.C): | ____% | ||
Maximum permitted: | 60% 7 | |||
1. | Fixed Charges equals the sum of the following: |
(a) | Total Interest Expense | $______ |
(b) | plus all scheduled principal payments due on Total Outstanding Indebtedness (excluding balloon payments) | $______ |
(c) | plus all dividends payable on account of preferred stock or preferred operating partnership units of the Borrower or any other Person in the Consolidated Group (excluding (x) redemption payments or repurchases or charges in connection with the final redemption or repurchase in whole of any class of preferred stock or preferred operating partnership units and (y) catch-up dividend payments with respect to accrued payments that were included in Fixed Charges for a prior period) | $______ |
Fixed Charges: | $______ |
2. | Total Asset Value equals the sum of the following as of the Statement Date for the Consolidated Group and the Investment Affiliates (in each case, in an amount equal to the Ownership Share for each member of the Consolidated Group and each Investment Affiliate): |
(a) | Total Capitalization Value (from Section 4 below) | $______ |
(b) | plus then-current Book Value of Land | $______ |
(c) | plus then-current Book Value of Assets Under Development | $______ |
(d) | plus value of Non-Stabilized Projects (from Schedule 3), as determined individually for each Non-Stabilized Project, at the then-current Book Value thereof | $______ |
(e) | plus value of Mezzanine Debt Investments that are not more than 90 days past due determined in accordance with GAAP | $______ |
(f) | plus then-current value under GAAP of all First Mortgage Receivables | $______ |
(g) | minus, if the sum of (c), (d) and (e) exceeds 35% of the sum of (a) through (f), the amount of such excess | $______ |
Total Asset Value: | $______ |
3. | Total Capitalization Value equals the sum of the following as of the Statement Date for the Consolidated Group and the Investment Affiliates (in each case, in an amount equal to the Ownership Share for each member of the Consolidated Group and each Investment Affiliate): |
(a) | Ownership Share of Net Operating Income from Stabilized Projects of the Consolidated Group for the most recent 6 months for which the Borrower has reported financial results, annualized, divided by 6.75% | $______ |
(b) | plus Ownership Share of Net Operating Income from Stabilized Projects owned by Investment Affiliates for the most recent 6 months for which the Borrower has reported financial results, annualized, divided by 6.75% | $______ |
(c) | plus Management Fees received by the Consolidated Group for the most recent 6 months for which the Borrower has reported financial results, annualized, divided by 6.75% | $______ |
(d) | plus Acquisition Assets valued at the greater of (i) capitalization value 1 (so long as owned for at least 6 months) or (ii) acquisition cost | $______ |
(e) | minus, if the amount in (c) exceeds 5% of the sum of (a) through (d), the amount of such excess | $______ |
Total Capitalization Value: | $______ |
4. | Total Outstanding Indebtedness equals the sum of the following, without duplication, as of the Statement Date: |
(a) | Ownership Share of all Indebtedness of the Consolidated Group | $______ |
(b) | plus applicable Ownership Share of any Indebtedness of each Investment Affiliate other than Indebtedness of such Investment Affiliate to a member of the Consolidated Group | $______ |
Total Outstanding Indebtedness: | $______ |
5. | Total Secured Indebtedness equals the sum of the following as of the Statement Date: |
(a) | aggregate principal amount of the portion of Total Outstanding Indebtedness (from Section 5 above) that is Secured Indebtedness | $______ |
(b) | plus aggregate principal amount of any Unsecured Indebtedness of a Subsidiary of the Borrower that is to be treated as Secured Indebtedness in accordance with Section 5.10(a) of the Agreement | $______ |
Total Secured Indebtedness: | $______ |
6. | Unencumbered Asset Value equals the sum of the following as of the Statement Date (in each case, in an amount equal to the Ownership Share for each member of the Consolidated Group): |
(a) | Net Operating Income from Stabilized Projects that are Unencumbered Assets for the most recent 6 months for which the Borrower has reported results, annualized, divided by 6.75% | $______ |
(b) | plus then-current Book Value of Assets Under Development that are Unencumbered Assets | $______ |
(c) | plus then-current Book Value of Land that is an Unencumbered Asset | $______ |
(d) | plus Acquisition Assets that are Unencumbered Assets valued at the greater of (i) capitalization value 2 (if owned for at least 6 months) or (ii) acquisition cost | $______ |
(e) | plus Non-Stabilized Projects (from Schedule 3) that are Unencumbered Assets, as determined individually for each such unencumbered Non-Stabilized Project, at the then-current Book Value thereof | $______ |
(f) | plus, 75% of the amount of Management Fees received by the Consolidated Group for the most recent 6 months for which the Borrower has reported results, annualized, divided by 15% | $______ |
(g) | minus, if the amount in (b) exceeds 10% of the sum of (a) through (f), the amount of such excess | $______ |
(h) | minus, if the amount in (c) exceeds 5% of the sum of (a) through (f), the amount of such excess | $______ |
(i) | minus, if the amount in (f) exceeds 5% of the sum of (a) through (f), the amount of such excess | $______ |
(j) | minus, if the amount of Unencumbered Asset Value from Unencumbered Assets that are 1031 Properties exceeds 5% of the sum of (a) through (f), the amount of such excess | $______ |
Unencumbered Asset Value: | $______ |
[NAME OF LENDER] | |
By: | |
Name: | |
Title: |
[NAME OF LENDER] | |
By: | |
Name: | |
Title: |
[NAME OF PARTICIPANT] | |
By: | |
Name: | |
Title: |
[NAME OF PARTICIPANT] | |
By: | |
Name: | |
Title: |
Date | Amount of Loan Made | Interest Period (If Applicable) | Amount of Principal Repaid | Unpaid Principal Balance | Total | Notation Made By | |||
ABR | Eurodollar Rate | ABR | Eurodollar Rate | ABR | Eurodollar Rate | ||||
Date | Amount of Loan Made | Interest Period (If Applicable) | Amount of Principal Repaid | Unpaid Principal Balance | Total | Notation Made By | |||
ABR | Eurodollar Rate | ABR | Eurodollar Rate | ABR | Eurodollar Rate | ||||
1. | On [___________], 201_ (the “Borrowing Date”)10. |
2. | In the principal amount of $ . 11 |
3. | Comprised of [Eurodollar Borrowing][ABR Borrowing]. |
4. | For Eurodollar Borrowings: with an Interest Period of ___ months. |
5. | To be wired to the following account in accordance with Section 2.07 of the Credit Agreement: [Location] [Name] [Account Number]. |
1. | On [___________], 201_ (the “Effective Date”) 12. |
2. | With an expiration date of [___________]. |
3. | In the amount of $ . |
4. | The name of the proposed Issuing Bank is: [_________________] |
5. | The name and address of the beneficiary is: [_________________]. |
[6. | The identification number of the Letter of Credit is [______________].] Line 6 to be included only for an amendment to, or a renewal or extension of, an issued and outstanding Letter of Credit. |
BRIXMOR OPERATING PARTNERSHIP LP | ||
By: | Brixmor OP GP LLC, its General Partner | |
By: | BPG Subsidiary Inc., its sole member | |
By: | /s/ Steven Siegel | |
Name: | Steven Siegel | |
Title: | Executive Vice President, General Counsel and Secretary |
JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Lender | |
By: | /s/ Sangeeta Mahadevan |
Name: Sangeeta Mahadevan Title: Executive Director |
ROYAL BANK OF CANADA | |
By: | /s/ Sheena Lee |
Name: Sheena Lee Title: Authorized Signatory |
WELLS FARGO BANK, NATIONAL ASSOCIATION | |
By: | /s/ Matthew Ricketts |
Name: Matthew Ricketts Title: Managing Director |
PNC BANK, NATIONAL ASSOCIATION | |
By: | /s/ Brian P. Kelly |
Name: Brian P. Kelly Title: Senior Vice President |
THE BANK OF NEW YORK MELLON | |
By: | /s/ Abdullah Dahman |
Name: Abdullah Dahman Title: Vice President |
SUNTRUST BANK | |
By: | /s/ Ryan Almond |
Name: Ryan Almond Title: Group Vice President |
U.S. BANK NATIONAL ASSOCIATION | |
By: | /s/ Timothy J. Tillman |
Name: Timothy J. Tillman Title: Vice President |
CITIBANK, N.A. | |
By: | /s/ John C. Rowland |
Name: John C. Rowland Title: Vice President |
REGIONS BANK | |
By: | /s/ Lori Chambers |
Name: Lori Chambers Title: Senior Vice President |
TD BANK, N.A. | |
By: | /s/ George Sherman |
Name: George Sherman Title: Vice President |
BRANCH BANKING AND TRUST COMPANY | |
By: | /s/ Steve Whitcomb |
Name: Steve Whitcomb Title: Senior Vice President |
THE BANK OF NOVA SCOTIA | |
By: | /s/ Anthony Ottavino |
Name: Anthony Ottavino Title: Director |
1. | I have reviewed this quarterly report on Form 10-Q for the period ended June 30, 2016 of Brixmor Property Group Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: July 25, 2016 | |
/s/James M. Taylor | |
Chief Executive Officer and President | |
(Principal Executive Officer) |
1. | I have reviewed this quarterly report on Form 10-Q for the period ended June 30, 2016 of Brixmor Property Group Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: July 25, 2016 | |
/s/Angela Aman | |
Chief Financial Officer | |
(Principal Financial Officer) |
1. | I have reviewed this quarterly report on Form 10-Q for the period ended June 30, 2016 of Brixmor Operating Partnership LP; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: July 25, 2016 | |
/s/James M. Taylor | |
Chief Executive Officer and President | |
(Principal Executive Officer) |
1. | I have reviewed this quarterly report on Form 10-Q for the period ended June 30, 2016 of Brixmor Operating Partnership LP; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: July 25, 2016 | |
/s/Angela Aman | |
Chief Financial Officer | |
(Principal Financial Officer) |
• | The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable of the Securities Exchange Act of 1934, as amended; and |
• | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein. |
Date: July 25, 2016 | |
/s/James M. Taylor | |
Chief Executive Officer and President | |
(Principal Executive Officer) | |
/s/Angela Aman | |
Chief Financial Officer | |
(Principal Financial Officer) |
• | The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable of the Securities Exchange Act of 1934, as amended; and |
• | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership for the periods presented therein. |
Date: July 25, 2016 | |
/s/James M. Taylor | |
Chief Executive Officer and President | |
(Principal Executive Officer) | |
/s/Angela Aman | |
Chief Financial Officer | |
(Principal Financial Officer) |
Document and Entity Information - shares |
6 Months Ended | |
---|---|---|
Jun. 30, 2016 |
Jul. 01, 2016 |
|
Entity Registrant Name | Brixmor Property Group Inc. | |
Entity Central Index Key | 0001581068 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2016 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 301,098,930 | |
Brixmor Operating Partnership LP [Member] | ||
Entity Registrant Name | Brixmor Operating Partnership LP | |
Entity Central Index Key | 0001630031 | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2016 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer |
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands |
Jun. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Allowance for doubtful accounts receivable | $ 16,166 | $ 16,587 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares outstanding | 301,098,930 | 299,138,450 |
Brixmor Operating Partnership LP [Member] | ||
Allowance for doubtful accounts receivable | $ 16,166 | $ 16,587 |
Common stock, shares outstanding | 304,691,465 | 304,366,215 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
Jun. 30, 2016 |
Jun. 30, 2015 |
|
Revenues | ||||
Rental income | $ 245,575 | $ 244,030 | $ 496,721 | $ 487,600 |
Expense reimbursements | 61,763 | 65,512 | 131,475 | 135,266 |
Other revenues | 2,719 | 2,569 | 4,965 | 4,538 |
Total revenues | 310,057 | 312,111 | 633,161 | 627,404 |
Operating expenses | ||||
Operating costs | 31,415 | 30,667 | 66,466 | 65,827 |
Real estate taxes | 38,683 | 43,974 | 83,074 | 88,163 |
Depreciation and amortization | 95,818 | 104,441 | 196,297 | 212,985 |
Provision for doubtful accounts | 1,621 | 2,525 | 4,361 | 5,020 |
Impairment of real estate assets | 0 | 0 | 0 | 807 |
General and administrative | 27,198 | 20,285 | 47,922 | 51,000 |
Total operating expenses | 194,735 | 201,892 | 398,120 | 423,802 |
Other income (expense) | ||||
Dividends and interest | 319 | 90 | 392 | 184 |
Interest expense | (56,184) | (62,158) | (113,627) | (124,722) |
Gain on sale of real estate assets | 7,782 | 9,224 | 7,782 | 9,224 |
Gain on extinguishment of debt, net | 93 | 493 | 93 | 785 |
Other | (1,981) | (2,811) | (2,888) | (2,995) |
Total other expense | (49,971) | (55,162) | (108,248) | (117,524) |
Income before equity in income of unconsolidated joint ventures | 65,351 | 55,057 | 126,793 | 86,078 |
Equity in income of unconsolidated joint ventures | 119 | 110 | 226 | 225 |
Net income | 65,470 | 55,167 | 127,019 | 86,303 |
Net income attributable to non-controlling interests | (1,014) | (1,055) | (2,086) | (1,768) |
Net income attributable to common stockholders | $ 64,456 | $ 54,112 | $ 124,933 | $ 84,535 |
Net income attributable to common stockholders: | ||||
Basic (usd per share) | $ 0.21 | $ 0.18 | $ 0.42 | $ 0.28 |
Diluted (usd per share) | $ 0.21 | $ 0.18 | $ 0.42 | $ 0.28 |
Weighted average shares: | ||||
Basic (usd per share) | 299,872 | 298,464 | 299,526 | 297,332 |
Diluted (usd per share) | 300,204 | 298,994 | 304,861 | 304,719 |
Brixmor Operating Partnership LP [Member] | ||||
Revenues | ||||
Rental income | $ 245,575 | $ 244,030 | $ 496,721 | $ 487,600 |
Expense reimbursements | 61,763 | 65,512 | 131,475 | 135,266 |
Other revenues | 2,719 | 2,569 | 4,965 | 4,538 |
Total revenues | 310,057 | 312,111 | 633,161 | 627,404 |
Operating expenses | ||||
Operating costs | 31,415 | 30,667 | 66,466 | 65,827 |
Real estate taxes | 38,683 | 43,974 | 83,074 | 88,163 |
Depreciation and amortization | 95,818 | 104,441 | 196,297 | 212,985 |
Provision for doubtful accounts | 1,621 | 2,525 | 4,361 | 5,020 |
Impairment of real estate assets | 0 | 0 | 0 | 807 |
General and administrative | 27,198 | 20,285 | 47,922 | 51,000 |
Total operating expenses | 194,735 | 201,892 | 398,120 | 423,802 |
Other income (expense) | ||||
Dividends and interest | 319 | 90 | 392 | 184 |
Interest expense | (56,184) | (62,158) | (113,627) | (124,722) |
Gain on sale of real estate assets | 7,782 | 9,224 | 7,782 | 9,224 |
Gain on extinguishment of debt, net | 93 | 493 | 93 | 785 |
Other | (1,981) | (2,811) | (2,888) | (2,995) |
Total other expense | (49,971) | (55,162) | (108,248) | (117,524) |
Income before equity in income of unconsolidated joint ventures | 65,351 | 55,057 | 126,793 | 86,078 |
Equity in income of unconsolidated joint ventures | 119 | 110 | 226 | 225 |
Net income | 65,470 | 55,167 | 127,019 | 86,303 |
Net income attributable to Brixmor Operating Partnership LP | $ 65,470 | $ 55,167 | $ 127,019 | $ 86,303 |
Net income attributable to common stockholders: | ||||
Basic (usd per share) | $ 0.21 | $ 0.18 | $ 0.42 | $ 0.28 |
Diluted (usd per share) | $ 0.21 | $ 0.18 | $ 0.42 | $ 0.28 |
Weighted average shares: | ||||
Basic (usd per share) | 304,588 | 304,283 | 304,535 | 303,710 |
Diluted (usd per share) | 304,920 | 304,813 | 304,861 | 304,719 |
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) shares in Thousands, $ in Thousands |
Total |
Brixmor Operating Partnership LP [Member] |
Common Stock [Member] |
Common Stock [Member]
Brixmor Operating Partnership LP [Member]
|
Additional Paid in Capital [Member] |
Accumulated Other Comprehensive Loss [Member] |
Accumulated Other Comprehensive Loss [Member]
Brixmor Operating Partnership LP [Member]
|
Distributions and Accumulated Losses [Member] |
Non-controlling Interests [Member] |
---|---|---|---|---|---|---|---|---|---|
Beginning balance, shares at Dec. 31, 2014 | 296,552 | ||||||||
Beginning balance, value at Dec. 31, 2014 | $ 2,980,303 | $ 2,979,956 | $ 2,966 | $ 2,984,381 | $ 3,223,941 | $ (4,435) | $ (4,425) | $ (318,762) | $ 76,593 |
Increase (Decrease) in Equity [Roll Forward] | |||||||||
Common stock dividends | (134,967) | (134,967) | |||||||
Distributions to non-controlling interests | (2,835) | (2,835) | |||||||
Distributions to partners | (137,704) | (137,704) | |||||||
Equity based compensation expense (benefit) | 15,548 | 15,201 | 347 | ||||||
Equity based compensation expense (benefit) | 15,548 | 15,548 | |||||||
Issuance of common stock and OP Units, shares | 33 | ||||||||
Other comprehensive income (loss) | (1,701) | (1,700) | (1,701) | (1,700) | |||||
Issuance of common stock and OP Units | 22 | 22 | 22 | (743) | 765 | ||||
Conversion of Operating Partnership units into common stock, share | 1,903 | ||||||||
Conversion of Operating Partnership units into common stock | 0 | $ 19 | 19,470 | (19,489) | |||||
Shared-based awards retained for taxes | (430) | (430) | (430) | (430) | |||||
Net (loss) income | 86,303 | 86,303 | 86,303 | 84,535 | 1,768 | ||||
Ending balance, shares at Jun. 30, 2015 | 298,488 | ||||||||
Ending balance, value at Jun. 30, 2015 | 2,942,243 | 2,941,995 | $ 2,985 | 2,948,120 | 3,257,439 | (6,136) | (6,125) | (369,194) | 57,149 |
Beginning balance, shares at Dec. 31, 2015 | 299,138 | ||||||||
Beginning balance, value at Dec. 31, 2015 | 2,920,302 | 2,920,070 | $ 2,991 | 2,922,565 | 3,270,246 | (2,509) | (2,495) | (400,945) | 50,519 |
Increase (Decrease) in Equity [Roll Forward] | |||||||||
Common stock dividends | (147,006) | (147,006) | 0 | ||||||
Distributions to non-controlling interests | (2,207) | (2,207) | |||||||
Distributions to partners | (149,230) | (149,230) | |||||||
Equity based compensation expense (benefit) | 4,578 | 4,510 | 68 | ||||||
Equity based compensation expense (benefit) | 4,578 | 4,578 | |||||||
Issuance of common stock and OP Units, shares | 199 | ||||||||
Other comprehensive income (loss) | 1,228 | 1,222 | 1,228 | 1,222 | |||||
Issuance of common stock and OP Units | 210 | 211 | $ 2 | 211 | (1,396) | 1,604 | |||
Conversion of Operating Partnership units into common stock, share | 1,761 | ||||||||
Conversion of Operating Partnership units into common stock | 0 | $ 18 | 17,053 | (17,071) | |||||
Shared-based awards retained for taxes | (3,083) | (3,083) | (3,083) | (3,083) | |||||
Net (loss) income | 127,019 | 127,019 | 127,019 | 124,933 | 2,086 | ||||
Ending balance, shares at Jun. 30, 2016 | 301,098 | ||||||||
Ending balance, value at Jun. 30, 2016 | $ 2,901,041 | $ 2,900,787 | $ 3,011 | $ 2,902,060 | $ 3,287,330 | $ (1,281) | $ (1,273) | $ (423,018) | $ 34,999 |
CONDENSED CONSOLIDATED STATEMENTs OF CHANGES IN EQUITY (Parenthetical) - $ / shares |
3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2016 |
Jun. 30, 2015 |
Jun. 30, 2016 |
Jun. 30, 2015 |
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Statement of Stockholders' Equity [Abstract] | ||||
Dividends, per common share | $ 0.245 | $ 0.225 | $ 0.49 | $ 0.45 |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands |
6 Months Ended | |
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Jun. 30, 2016 |
Jun. 30, 2015 |
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Interest paid, capitalized | $ 1,169 | $ 1,475 |
Brixmor Operating Partnership LP [Member] | ||
Interest paid, capitalized | $ 1,169 | $ 1,475 |
Nature of Business and Financial Statement Presentation |
6 Months Ended |
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Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Nature of Business and Financial Statement Presentation | Nature of Business and Financial Statement Presentation Description of Business Brixmor Property Group Inc. and subsidiaries (collectively, the “Parent Company”) is an internally-managed REIT. Brixmor Operating Partnership LP and subsidiaries (collectively, the “Operating Partnership”) is the entity through which the Parent Company conducts substantially all of its operations and owns substantially all of its assets. The Parent Company owns 100% of the common stock of BPG Subsidiary Inc. (“BPG Sub”), which, in turn, is the sole member of Brixmor OP GP LLC (the “General Partner”), the sole general partner of the Operating Partnership. The Parent Company engages in the ownership, management, leasing, acquisition and development of retail shopping centers through the Operating Partnership, and has no other substantial assets or liabilities other than through its investment in the Operating Partnership. The Parent Company, the Operating Partnership and their controlled subsidiaries on a consolidated basis (collectively the “Company” or “Brixmor”) believes it owns and operates the second largest open air retail portfolio in the United States, comprised primarily of community and neighborhood shopping centers. The Company does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company believes it has a single reportable segment for disclosure purposes in accordance with U.S. generally accepted accounting principles (“GAAP”). Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for the fair presentation of the unaudited Condensed Consolidated Financial Statements for the periods presented have been included. The operating results for the periods presented are not necessarily indicative of the results that may be expected for a full fiscal year. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2015 and accompanying notes included in the Company's annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 29, 2016. Principles of Consolidation The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Parent Company, the Operating Partnership, each of their wholly owned subsidiaries and all other entities in which they have a controlling financial interest. The portions of consolidated entities not owned by the Company are presented as non-controlling interests as of and during the periods presented. All intercompany transactions have been eliminated. Subsequent Events In preparing the unaudited Condensed Consolidated Financial Statements, the Company has evaluated events and transactions occurring after June 30, 2016 for recognition or disclosure purposes. Based on this evaluation, there were no subsequent events from June 30, 2016 through the date the financial statements were issued, except as follows. On July 25, 2016, the Operating Partnership entered into an Amended and Restated Revolving Credit and Term Loan Agreement (the “Amended Credit Facility”) with JPMorgan Chase Bank, N.A., as administrative agent (the “Agent”), and the lenders party thereto as set forth in the Amended Credit Facility. The Amended Credit Facility amends and restates the Company's $2.75 billion Revolving Credit and Term Loan Agreement, dated as of July 16, 2013, as amended (the “Unsecured Credit Facility”). The Amended Credit Facility provides for (1) revolving loan commitments of $1.25 billion (the “Revolving Facility”) maturing July 31, 2020 (representing a three-year extension from the applicable maturity date under the Unsecured Credit Facility) and (2) a reallocation of the term loan under the Unsecured Credit Facility that was to mature on July 31, 2018 into two non-amortizing term loan tranches comprised of a $1.0 billion tranche A term loan maturing July 31, 2018 (the “Tranche A Term Loan”), and a $500.0 million tranche B term loan maturing July 31, 2021 (the “Tranche B Term Loan”). The Revolving Facility includes two six-month maturity extension options, the exercise of which is subject to customary conditions and the payment of a fee on the extended commitments of 0.075%. The Amended Credit Facility includes the option to increase the revolving loan commitments by, or add term loans in an amount, up to $1.0 billion in the aggregate to the extent that any one or more lenders (from the syndicate or otherwise) agree to provide such additional credit extensions. As of July 25, 2016, there were no amounts drawn under the Revolving Facility. Borrowings under the Amended Credit Facility will bear interest, at the Operating Partnership’s option, (1) with respect to the Revolving Facility, at a rate of either LIBOR plus a margin ranging from 0.875% to 1.55% or a base rate plus a margin ranging from 0.00% to 0.55% , in each case, with the actual margin determined according to the Operating Partnership’s credit rating and (2) with respect to each of the Tranche A Term Loan and Tranche B Term Loan, at a rate of either LIBOR plus a margin ranging from 0.90% to 1.75% or the base rate plus a margin ranging from 0.00% to 0.75%, in each case, with the actual margin determined according to the Operating Partnership’s credit rating. The base rate is the highest of the Agent’s prime rate, the federal funds rate plus 0.50% and the daily one-month LIBOR plus 1.00%. In addition, the Amended Credit Facility requires the payment of a facility fee ranging from 0.125% to 0.30% (depending on the Operating Partnership’s credit rating) on the total commitments under the Revolving Facility. For more information, see Item 5 of Part II of this Form 10-Q for the quarter ended June 30, 2016. Additionally, on July 25, 2016, the Operating Partnership entered into Amendment No. 2 to Term Loan Agreement (“Term Loan Second Amendment”) with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto. The Term Loan Second Amendment amends the Company's $600.0 million Term Loan Agreement, dated as of March 18, 2014, as amended (the “Existing Term Loan Agreement”). The Term Loan Second Amendment does not change any of the maturity or pricing terms of the Existing Term Loan Agreement, but otherwise implements various covenant and technical amendments to make the Existing Term Loan Agreement consistent with amendments made to corresponding provisions of the Unsecured Credit Facility pursuant to the Amended Credit Facility. For more information, see Item 5 of Part II of this Form 10-Q for the quarter ended June 30, 2016. Income Taxes The Parent Company has elected to qualify as a REIT in accordance with the Internal Revenue Code of 1986, as amended (the “Code”). To qualify as a REIT, the Parent Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its adjusted REIT taxable income to its stockholders. It is management’s intention to adhere to these requirements and maintain the Parent Company’s REIT status. As a REIT, the Parent Company generally will not be subject to federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under the Code. If the Parent Company fails to qualify as a REIT in any taxable year, it will be subject to federal taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years. The Operating Partnership is organized as a limited partnership and is generally not subject to federal or state income taxes. BPG Sub also has elected to qualify as a REIT under the Code and is subject to the same tax requirements and tax treatment as the Parent Company. BPG Sub has a taxable REIT subsidiary, and the Parent Company and BPG Sub may in the future elect to treat newly formed subsidiaries as taxable REIT subsidiaries which would be subject to income tax. Taxable REIT subsidiaries may participate in non-real estate-related activities and/or perform non-customary services for tenants and are subject to United States federal and state income tax at regular corporate tax rates. The Company has analyzed the tax position taken on income tax returns for the open 2013 through 2015 tax years and has concluded that no provision for income taxes related to uncertain tax positions is required in the Company’s unaudited Condensed Consolidated Financial Statements as of June 30, 2016 and December 31, 2015. New Accounting Pronouncements In March 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-09, "Compensation - Stock Compensation (Topic 718)." ASU 2016-09 sets out improvements to Employee Share-Based Payment Accounting. The new standard impacts certain aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statements of cash flows. The standard is effective on January 1, 2017, with early adoption permitted. The Company is currently in the process of evaluating the impact the adoption of ASU 2016-09 will have on the unaudited Condensed Consolidated Financial Statements of the Company. In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)." ASU 2016-02 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The standard is effective on January 1, 2019, with early adoption permitted. The Company is currently in the process of evaluating the impact the adoption of ASU 2016-02 will have on the unaudited Condensed Consolidated Financial Statements of the Company. In February 2015, the FASB issued ASU 2015-02 “Amendments to the Consolidation Analysis to ASC Topic 810 Consolidation.” ASU 2015-02 updates to include all reporting entities within the scope of Subtopic 810-10 Consolidation - Overall, including limited partnerships and similar legal entities, unless a scope exception applies. Overall the amendments in this update are to simplify the codification and reduce the number of consolidation models and place more emphasis on risk of loss when determining controlling financial interests. ASU 2015-02 was effective for public businesses for interim and annual periods beginning after December 15, 2015. This ASU was effective for the Company beginning in the first quarter of the year ended December 31, 2016. The Company has evaluated the impact of the adoption of ASU 2015-02 on its unaudited Condensed Consolidated Financial Statements and have determined under ASU 2015-02 the Operating Partnership is considered a variable interest entity (“VIE”). The Parent Company is the primary beneficiary of the VIE and the Parent Company’s partnership interest is considered a majority voting interest. As such, this standard did not have a material impact on the unaudited Condensed Consolidated Financial Statements of the Company. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” ASU No. 2014-09 contains a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance in ASU No. 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. For public entities, ASU No. 2014-09, as amended by ASU No. 2015-14, is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted for reporting periods beginning after December 15, 2016. The Company is currently in the process of evaluating the impact the adoption of ASU No. 2014-09 will have on the unaudited Condensed Consolidated Financial Statements of the Company. Any other recently issued accounting standards or pronouncements not disclosed above have been excluded as they either are not relevant to the Company, or they are not expected to have a material effect on the unaudited Condensed Consolidated Financial Statements of the Company. |
Acquisition of Real Estate |
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Real Estate [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Acquisition of Real Estate | Acquisition of Real Estate During the three and six months ended June 30, 2016, the Company did not acquire any properties. During the three and six months ended June 30, 2015, the Company acquired the following properties, in separate transactions (dollars in thousands):
The aggregate purchase price of the properties acquired during the six months ended June 30, 2015, has been allocated as follows:
In addition the Company acquired the following outparcel buildings and land parcels adjacent to existing Company owned shopping centers in connection with its repositioning activities at those centers: (i) during the three and six months ended June 30, 2016, two land parcels and one outparcel building for an aggregate purchase price of $1.2 million; (ii) during the three and six months ended June 30, 2015, two outparcel buildings for an aggregate purchase price of $2.1 million. These amounts are included in Improvements to and investments in real estate assets on the unaudited Condensed Company's Consolidated Statement of Cash Flows. The real estate operations acquired were not considered material to the Company, individually or in the aggregate, and therefore pro forma financial information is not necessary. During the three and six months ended June 30, 2016 and 2015, the Company incurred $0.2 million and $1.5 million of acquisition related expenses, respectively. These amounts are included in Other in the unaudited Condensed Consolidated Statements of Operations. |
Discontinued Operations and Assets Held for Sale |
6 Months Ended |
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Jun. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Assets Held for Sale | Disposals, Discontinued Operations and Assets Held for Sale During the three and six months ended June 30, 2016, the Company disposed of two shopping centers and one outparcel building for net proceeds of $20.5 million resulting in a gain of $7.8 million. The Company had no properties held for sale as of June 30, 2016 or December 31, 2015. During the three months ended June 30, 2015, the Company disposed of three shopping centers and two outparcel buildings for net proceeds of $31.9 million resulting in a gain of $9.2 million. During the six months ended June 30, 2015, the Company disposed of four shopping centers and two outparcel buildings for net proceeds of $41.8 million resulting in a gain of $9.2 million and an impairment of $0.8 million. The impairment charge was based upon the sales price in the signed contract with the third party buyer, adjusted to reflect associated disposition costs. These inputs are classified as Level 3 of the fair value hierarchy. The results of operations from the disposed shopping centers are included in income from continuing operations. There were no discontinued operations for the three and six months ended June 30, 2016 and 2015 as none of the disposals represented a strategic shift in the Company's business that would qualify as discontinued operations. |
Real Estate |
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Real Estate [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Real Estate | Real Estate The Company’s components of Real estate, net consisted of the following:
In addition, at June 30, 2016 and December 31, 2015, the Company had intangible liabilities relating to below-market leases of $496.6 million and $505.8 million, respectively, and accumulated amortization of $252.8 million and $237.2 million, respectively. These intangible liabilities, which are included in Accounts payable, accrued expenses and other liabilities in the Company’s unaudited Condensed Consolidated Balance Sheets, are accreted over the term of each related lease, including any renewal periods that are considered to be below market. Net above and below market lease intangible accretion income for the three months ended June 30, 2016 and 2015 was $9.1 million and $10.9 million, respectively. Net above and below market lease intangible accretion income for the six months ended June 30, 2016 and 2015 was $20.1 million and $24.4 million, respectively. These amounts are included in Rental income in the Company's unaudited Condensed Consolidated Statements of Operations. Amortization expense associated with in-place lease value for the three months ended June 30, 2016 and 2015 was $15.1 million and $22.1 million, respectively. Amortization expense associated with in-place lease value for the six months ended June 30, 2016 and 2015 was $33.2 million and $47.2 million, respectively. These amounts are included in Depreciation and amortization in the Company's unaudited Condensed Consolidated Statements of Operations. The estimated net accretion (income) and amortization expense associated with the Company’s above and below market leases, tenant relationships and leases in place for the next five years are as follows:
On a continuous basis, management assesses whether there are any indicators, including property operating performance and general market conditions, that the value of the Company’s assets (including any related amortizable intangible assets or liabilities) may be impaired. To the extent impairment has occurred, the carrying value of the asset would be adjusted to an amount to reflect the estimated fair value of the asset. See Note 3 for information regarding impairment charges taken in connection with the disposal of certain properties. |
Financial Instruments - Derivatives and Hedging |
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Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial Instruments - Derivatives and Hedging | Financial Instruments - Derivatives and Hedging The Company’s use of derivative instruments is limited to the utilization of interest rate agreements or other instruments to manage interest rate risk exposures and not for speculative purposes. In certain situations, the Company may enter into derivative financial instruments such as interest rate swap and interest rate cap agreements to manage interest rate risk exposure arising from variable rate debt transactions that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s objective in using interest rate derivatives is to add stability to interest expense and to manage its exposure to interest rate movements. Cash Flow Hedges of Interest Rate Risk The Company uses interest rate swaps to manage its exposure to changes in benchmark interest rates. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without changing the underlying notional amount. During the three and six months ended June 30, 2016 and 2015, the Company did not enter into any new interest rate swap agreements. A detail of the Company’s interest rate derivatives designated as cash flow hedges outstanding as of June 30, 2016 is as follows:
The Company has elected to present its interest rate derivatives on its unaudited Condensed Consolidated Balance Sheets on a gross basis as interest rate swap assets and interest rate swap liabilities. A detail of the Company’s fair value of interest rate derivatives on a gross and net basis as of June 30, 2016 and December 31, 2015, respectively, is as follows:
The gross derivative liabilities are included in accounts payable, accrued expenses and other liabilities on the unaudited Condensed Consolidated Balance Sheets. All of the Company’s outstanding interest rate swap agreements for the periods presented were designated as cash flow hedges of interest rate risk. The fair value of the Company's interest rate derivatives is determined using market standard valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. These inputs are classified as Level 2 of the fair value hierarchy. The effective portion of changes in the fair value of derivatives designated as, and that qualify as, cash flow hedges is recorded in other comprehensive income (“OCI”) and is reclassified into earnings as interest expense in the period that the hedged forecasted transaction affects earnings. The effective portion of the Company's interest rate swaps that was recorded in the accompanying unaudited Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2016 and 2015 is as follows:
The Company estimates that approximately $1.3 million will be reclassified from accumulated other comprehensive loss as an increase to interest expense through the expiration of the Company's interest rate swaps on October 1, 2016. No gain or loss was recognized related to hedge ineffectiveness or to amounts excluded from effectiveness testing on the Company’s cash flow hedges during the three and six months ended June 30, 2016 and 2015. Non-Designated (Mark-to Market) Hedges of Interest Rate Risk The Company does not use derivatives for trading or speculative purposes. As of June 30, 2016 and December 31, 2015, the Company did not have any material non-designated hedges. Credit-risk-related Contingent Features The Company has agreements with its derivative counterparties that contain a provision whereby if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. If the Company were to breach any of the contractual provisions of the derivative contracts, it would be required to settle its obligations under the agreements at their termination value including accrued interest, or approximately $1.8 million. |
Debt Obligations |
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Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Obligations | Debt Obligations As of June 30, 2016 and December 31, 2015, the Company had the following indebtedness outstanding:
2016 Debt Transactions In June 2016, the Operating Partnership issued $600.0 million aggregate principal amount of 4.125% Senior Notes due 2026 (the “2026 Notes”), the proceeds of which were utilized to repay outstanding indebtedness, including borrowings under the Company's $1.25 billion unsecured revolving credit facility, and for general corporate purposes. The 2026 Notes bear interest at a rate of 4.125% per annum, payable semi-annually on June 15 and December 15 of each year, commencing December 15, 2016. The 2026 Notes will mature on June 15, 2026. The 2026 Notes are the Operating Partnership’s unsecured and unsubordinated obligations and rank equally in right of payment with all of the Operating Partnership’s existing and future senior unsecured and unsubordinated indebtedness. The Operating Partnership may redeem the 2026 Notes at any time in whole or from time to time in part at the applicable make-whole redemption price specified in the Indenture with respect to the 2026 Notes. If the 2026 Notes are redeemed on or after March 15, 2026 (three months prior to the maturity date), the redemption price will be equal to 100% of the principal amount of the 2026 Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date. During the six months ended June 30, 2016, the Company repaid $168.4 million of secured loans, resulting in a $0.1 million net gain on extinguishment of debt. These repayments were funded primarily from borrowings under the Company’s $1.25 billion unsecured revolving credit facility. See Note 1 for information about the July 2016 amendment to the Unsecured Credit Facility and the Existing Term Loan Agreement. Pursuant to the terms of the Existing Term Loan Agreement, the Unsecured Credit Facility, the 2022 Notes, the 2025 Notes and the 2026 Notes, the Company among other things is subject to maintenance of various financial covenants. The Company was in compliance with these covenants as of June 30, 2016. Debt Maturities As of June 30, 2016 and December 31, 2015, the Company had accrued interest of $33.6 million and $31.1 million outstanding, respectively. As of June 30, 2016, scheduled maturities of the Company’s outstanding debt obligations were as follows:
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Fair Value Disclosures |
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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:
As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy is included in GAAP that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs that are classified within Level 3 of the hierarchy). In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The valuation methodology used to estimate the fair value of the Company’s debt obligations is based on discounted cash flows, with assumptions that include credit spreads, loan amounts and debt maturities. The Company determined that the valuations of its debt obligations are classified within Level 3 of the fair value hierarchy. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition. The Company’s marketable securities and interest rate derivatives are measured at fair value on a recurring basis. The fair value of marketable securities are based primarily on publicly traded market values in active markets and are classified accordingly on the fair value hierarchy. See Note 5 for fair value information regarding the Company's interest rate derivatives. The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a recurring basis:
The Company’s impairment charges are measured at fair value on a non-recurring basis. See Note 3 for fair value information on the impairment charges. |
Equity and Capital |
6 Months Ended |
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Jun. 30, 2016 | |
Equity [Abstract] | |
Equity and Capital | Equity and Capital ATM In 2015, the Parent Company entered into an at-the-market equity offering program (“ATM”) through which the Parent Company may sell from time to time up to an aggregate of $400.0 million of its common stock through sales agents over a three-year period. There were no shares issued under the ATM for the six months ended June 30, 2016 and the year ended December 31, 2015. As of June 30, 2016 $400.0 million of common stock remained available for issuance under the ATM. Common Stock During the six months ended June 30, 2016 and 2015, the Company withheld 122,768 shares and 12,754 shares respectively, in connection with common shares surrendered to the Company to satisfy statutory minimum tax withholding obligations on the vesting of restricted stock units (“RSUs”) under the Company’s equity-based compensation plans. Dividends and Distributions During the three months ended June 30, 2016 and 2015, the Company declared common stock dividends and OP unit distributions of $0.245 per share/unit and $0.225 per share/unit, respectively. During the six months ended June 30, 2016 and 2015, the Company declared common stock dividends and OP unit distributions of $0.49 per share/unit and $0.45 per share/unit, respectively. As of June 30, 2016 and December 31, 2015, the Company had declared but unpaid common stock dividends and OP unit distributions of $75.5 million and $76.0 million, respectively. These amounts are included in accounts payable, accrued expenses and other liabilities on the Company's unaudited Condensed Consolidated Balance Sheets. Non-controlling interests The non-controlling interests presented in these unaudited Condensed Consolidated Financial Statements relate to portions of consolidated subsidiaries held by the non-controlling interest holders. As of June 30, 2016, the Parent Company beneficially owned, through its direct and indirect interest in BPG Sub and the General Partner, 98.8% of the outstanding OP Units. Certain investment funds affiliated with The Blackstone Group L.P. (together with such affiliated funds, “Blackstone”) and certain members of the Parent Company’s current and former management collectively owned the remaining 1.2% of the outstanding OP Units. Holders of OP Units (other than the Parent Company, BPG Sub and the General Partner) may redeem their OP Units for cash based upon the market value of an equivalent number of shares of the Parent Company’s common stock or, at the Parent Company’s election, exchange their OP Units for shares of the Parent Company’s common stock on a one-for-one basis subject to customary conversion rate adjustments for splits, unit distributions and reclassifications. The number of OP Units in the Operating Partnership beneficially owned by the Parent Company is equivalent to the number of outstanding shares of the Parent Company’s common stock, and the entitlement of all OP Units to quarterly distributions and payments in liquidation is substantially the same as those of the Parent Company’s common stockholders. |
Stock Based Compensation |
6 Months Ended |
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Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Based Compensation | Stock Based Compensation In 2011 and 2013 prior to the Company's Initial Public Offering (the "IPO"), certain employees of the Company were granted long-term incentive awards which provided them with equity interests as an incentive to remain in the Company’s service and align executives’ interests with those of the Company’s equity holders. The awards were granted to such employees by the certain partnerships affiliated with Blackstone (the "Partnerships"), in the form of Class B Units in each of the Partnerships. The awards were granted with service and performance conditions. A portion of the Class B Units were subject to performance conditions which vested on the date that certain funds affiliated with certain of the Company’s pre-IPO owners received cash proceeds resulting in a 15% internal rate of return on their investment in the Company. In connection with the IPO, certain of these awards vested and the vested awards were exchanged for a combination of vested common shares of the Company and vested shares of BPG Sub which were subsequently converted to vested common shares of the Company. The remaining unvested Class B Units as of the IPO effective date were exchanged for a combination of unvested restricted common shares of the Company and unvested restricted common shares of BPG Sub, (collectively, the “RSAs”) which were subsequently converted to unvested restricted common shares of the Company. The RSAs were subject to the same vesting terms as those applicable to the exchanged Class B Units. During the year ended December 31, 2013, the Board of Directors approved the 2013 Omnibus Incentive Plan (the “Plan”). The Plan provides for a maximum of 15.0 million shares of the Company’s common stock to be issued for qualified and non-qualified options, stock appreciation rights, restricted stock and restricted stock units, OP Units, performance awards and other stock-based awards. During the six months ended June 30, 2016, the Company granted RSUs in the Company to certain employees. During the year ended December 31, 2015, the Company granted RSUs in the Company to certain employees, or at the election of certain employees, long-term incentive plan units (“LTIP Units”) in the Operating Partnership. The RSUs and LTIP Units are divided into multiple tranches, with each tranche subject to separate performance-based vesting conditions, market-based vesting conditions and service-based vesting conditions. Each award contains a threshold, target, and maximum number of units in respect to each tranche. The number of units actually earned for each tranche is determined based on performance during a specified performance period, and the earned units are then further subject to time-based vesting conditions. The aggregate number of RSUs and LTIP Units granted, assuming that the target level of performance is achieved, was 0.8 million and 0.7 million for the six months ended June 30, 2016 and year ended December 31, 2015, respectively, with service periods ranging from one to five years. During the six months ended June 30, 2016, the Company reversed $2.6 million of previously recognized equity compensation expense as a result of forfeitures and recognized $2.7 million of expense associated with the accelerated issuance of shares, both in connection with the separation of several Company executives. During the six months ended June 30, 2015, as a result of it becoming probable that the Company’s pre-IPO owners would receive a 15% internal rate of return on their investment, the Company recognized $9.9 million of equity based compensation expense as a component of General and administrative expense in the Company's unaudited Condensed Consolidated Statements of Operations. The Company recognized $6.2 million and $2.6 million of equity based compensation expense for the three months ended June 30, 2016 and 2015, respectively. The Company recognized $4.6 million and $15.5 million of equity based compensation expense for the six months ended June 30, 2016 and 2015, respectively. As of June 30, 2016, the Company had $17.9 million of total unrecognized compensation cost related to unvested stock compensation expected to be recognized over a weighted average period of approximately 2.2 years. |
Earnings Per Share |
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Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share | Earnings per Share Basic earnings per share (“EPS”) is calculated by dividing net income attributable to the Company’s common stockholders, including participating securities, by the weighted average number of shares outstanding for the period. Certain restricted shares issued pursuant to the Company’s share-based compensation program are considered participating securities, as such shares have rights to receive non-forfeitable dividends. Unvested restricted shares are not allocated net losses and/or any excess of dividends declared over net income, as such amounts are allocated entirely to the common stockholders. Fully-diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into shares of common stock. The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three and six months ended June 30, 2016 and 2015:
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Earnings per Unit |
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Schedule of Earnings per Share [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings per Unit | Earnings per Share Basic earnings per share (“EPS”) is calculated by dividing net income attributable to the Company’s common stockholders, including participating securities, by the weighted average number of shares outstanding for the period. Certain restricted shares issued pursuant to the Company’s share-based compensation program are considered participating securities, as such shares have rights to receive non-forfeitable dividends. Unvested restricted shares are not allocated net losses and/or any excess of dividends declared over net income, as such amounts are allocated entirely to the common stockholders. Fully-diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into shares of common stock. The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three and six months ended June 30, 2016 and 2015:
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Brixmor Operating Partnership LP [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Earnings per Share [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings per Unit | Earnings per Unit Basic earnings per unit is calculated by dividing net income attributable to the Operating Partnership’s common units, including participating securities, by the weighted average number of partnership common units outstanding for the period. Certain restricted units issued pursuant to the Company’s share-based compensation program are considered participating securities, as such shares have rights to receive non-forfeitable dividends. Unvested restricted units are not allocated net losses and/or any excess of dividends declared over net income, as such amounts are allocated entirely to the Operating Partnership's common units. Fully-diluted earnings per unit reflects the potential dilution that could occur if securities or other contracts to issue common units were exercised or converted into shares of common units. The following table provides a reconciliation of the numerator and denominator of the earnings per unit calculations for the three and six months ended June 30, 2016 and 2015:
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Commitments and Contingencies |
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Jun. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies | Commitments and Contingencies Legal Matters Except as described below, the Company is not presently involved in any material litigation arising outside the ordinary course of business. However, the Company is involved in routine litigation arising in the ordinary course of business, none of which the Company believes, individually or in the aggregate, taking into account existing reserves, will have a material impact on the Company’s results of operations, cash flows, or financial position. On February 8, 2016, the Company issued a press release and filed a Form 8-K reporting the completion of a review by the Audit Committee of the Company's Board of Directors that began after the Company received information in late December 2015 through its established compliance processes. The Audit Committee review led the Board of Directors to conclude that specific Company accounting and financial reporting personnel, in certain instances, were smoothing income items, both up and down, between reporting periods in an effort to achieve consistent quarterly same property net operating income growth. As a result of the Audit Committee review and the conclusions reached by the Board of Directors, the Company’s Chief Executive Officer, its President and Chief Financial Officer, its Treasurer and Chief Accounting Officer, and an accounting employee all resigned. Following these resignations the Company appointed a new Interim Chief Executive Officer and President, Interim Chief Financial Officer and Interim Chief Accounting Officer. A new Chief Executive Officer and Chief Financial Officer were appointed effective May 20, 2016. Prior to the Company’s February 8, 2016 announcement, the Company voluntarily reported to the SEC the matters described above. The SEC has commenced an investigation with respect to these matters, and the Company is cooperating fully. On March 31, 2016, the Company and the former officers referenced above were named as defendants in a putative securities class action complaint filed in the United States District Court for the Southern District of New York (the “Court”). The complaint, captioned Westchester Putnam Counties Heavy & Highway Laborers Local 60 Benefit Funds v. Brixmor Property Group Inc., et al. (Case No. 16-CV-02400 (AT)), asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on the facts described in the Company’s February 8, 2016 press release and Form 8-K. Pursuant to a stipulation between the parties, plaintiffs will file a consolidated amended complaint within sixty days after the Court appoints a lead plaintiff and lead counsel pursuant to the Private Securities Litigation Reform Act of 1995. The Company believes it has valid defenses in this action and intends to vigorously defend itself. Leasing commitments The Company periodically enters into ground leases for neighborhood and community shopping centers which it operates and enters into office leases for administrative space. During the three months ended June 30, 2016 and 2015, the Company recognized rent expense associated with these leases of $2.7 million and $2.5 million, respectively. During the six months ended June 30, 2016 and 2015, the Company recognized rent expense associated with these leases of $4.6 million and $5.0 million, respectively. Minimum annual rental commitments associated with these leases during the next five years and thereafter are as follows:
Environmental matters Under various federal, state and local laws, ordinances and regulations, the Company may be considered an owner or operator of real property or may have arranged for the disposal or treatment of hazardous or toxic substances. As a result, the Company may be liable for certain costs including removal, remediation, government fines and injuries to persons and property. The Company does not believe that any resulting liability from such matters will have a material impact on the Company’s results of operations, cash flows, or financial position. |
Related-Party Transactions |
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Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions In the ordinary course of conducting its business, the Company enters into agreements with its affiliates and an unconsolidated joint venture in relation to the leasing and management of its and/or its related parties’ real estate assets. As of June 30, 2016 and December 31, 2015, there were no material receivables from related parties. As of June 30, 2016 and December 31, 2015 there were no material payables to related parties. |
Nature of Business and Financial Statement Presentation (Policies) |
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Accounting Policies [Abstract] | |
Description of Business | Description of Business Brixmor Property Group Inc. and subsidiaries (collectively, the “Parent Company”) is an internally-managed REIT. Brixmor Operating Partnership LP and subsidiaries (collectively, the “Operating Partnership”) is the entity through which the Parent Company conducts substantially all of its operations and owns substantially all of its assets. The Parent Company owns 100% of the common stock of BPG Subsidiary Inc. (“BPG Sub”), which, in turn, is the sole member of Brixmor OP GP LLC (the “General Partner”), the sole general partner of the Operating Partnership. The Parent Company engages in the ownership, management, leasing, acquisition and development of retail shopping centers through the Operating Partnership, and has no other substantial assets or liabilities other than through its investment in the Operating Partnership. The Parent Company, the Operating Partnership and their controlled subsidiaries on a consolidated basis (collectively the “Company” or “Brixmor”) believes it owns and operates the second largest open air retail portfolio in the United States, comprised primarily of community and neighborhood shopping centers. The Company does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company believes it has a single reportable segment for disclosure purposes in accordance with U.S. generally accepted accounting principles (“GAAP”). |
Basis of Presentation | Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for the fair presentation of the unaudited Condensed Consolidated Financial Statements for the periods presented have been included. The operating results for the periods presented are not necessarily indicative of the results that may be expected for a full fiscal year. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2015 and accompanying notes included in the Company's annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 29, 2016. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Parent Company, the Operating Partnership, each of their wholly owned subsidiaries and all other entities in which they have a controlling financial interest. The portions of consolidated entities not owned by the Company are presented as non-controlling interests as of and during the periods presented. All intercompany transactions have been eliminated. |
Subsequent Events | Subsequent Events In preparing the unaudited Condensed Consolidated Financial Statements, the Company has evaluated events and transactions occurring after June 30, 2016 for recognition or disclosure purposes. Based on this evaluation, there were no subsequent events from June 30, 2016 through the date the financial statements were issued, except as follows. On July 25, 2016, the Operating Partnership entered into an Amended and Restated Revolving Credit and Term Loan Agreement (the “Amended Credit Facility”) with JPMorgan Chase Bank, N.A., as administrative agent (the “Agent”), and the lenders party thereto as set forth in the Amended Credit Facility. The Amended Credit Facility amends and restates the Company's $2.75 billion Revolving Credit and Term Loan Agreement, dated as of July 16, 2013, as amended (the “Unsecured Credit Facility”). The Amended Credit Facility provides for (1) revolving loan commitments of $1.25 billion (the “Revolving Facility”) maturing July 31, 2020 (representing a three-year extension from the applicable maturity date under the Unsecured Credit Facility) and (2) a reallocation of the term loan under the Unsecured Credit Facility that was to mature on July 31, 2018 into two non-amortizing term loan tranches comprised of a $1.0 billion tranche A term loan maturing July 31, 2018 (the “Tranche A Term Loan”), and a $500.0 million tranche B term loan maturing July 31, 2021 (the “Tranche B Term Loan”). The Revolving Facility includes two six-month maturity extension options, the exercise of which is subject to customary conditions and the payment of a fee on the extended commitments of 0.075%. The Amended Credit Facility includes the option to increase the revolving loan commitments by, or add term loans in an amount, up to $1.0 billion in the aggregate to the extent that any one or more lenders (from the syndicate or otherwise) agree to provide such additional credit extensions. As of July 25, 2016, there were no amounts drawn under the Revolving Facility. Borrowings under the Amended Credit Facility will bear interest, at the Operating Partnership’s option, (1) with respect to the Revolving Facility, at a rate of either LIBOR plus a margin ranging from 0.875% to 1.55% or a base rate plus a margin ranging from 0.00% to 0.55% , in each case, with the actual margin determined according to the Operating Partnership’s credit rating and (2) with respect to each of the Tranche A Term Loan and Tranche B Term Loan, at a rate of either LIBOR plus a margin ranging from 0.90% to 1.75% or the base rate plus a margin ranging from 0.00% to 0.75%, in each case, with the actual margin determined according to the Operating Partnership’s credit rating. The base rate is the highest of the Agent’s prime rate, the federal funds rate plus 0.50% and the daily one-month LIBOR plus 1.00%. In addition, the Amended Credit Facility requires the payment of a facility fee ranging from 0.125% to 0.30% (depending on the Operating Partnership’s credit rating) on the total commitments under the Revolving Facility. For more information, see Item 5 of Part II of this Form 10-Q for the quarter ended June 30, 2016. Additionally, on July 25, 2016, the Operating Partnership entered into Amendment No. 2 to Term Loan Agreement (“Term Loan Second Amendment”) with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto. The Term Loan Second Amendment amends the Company's $600.0 million Term Loan Agreement, dated as of March 18, 2014, as amended (the “Existing Term Loan Agreement”). The Term Loan Second Amendment does not change any of the maturity or pricing terms of the Existing Term Loan Agreement, but otherwise implements various covenant and technical amendments to make the Existing Term Loan Agreement consistent with amendments made to corresponding provisions of the Unsecured Credit Facility pursuant to the Amended Credit Facility. For more information, see Item 5 of Part II of this Form 10-Q for the quarter ended June 30, 2016. |
Income Taxes | Income Taxes The Parent Company has elected to qualify as a REIT in accordance with the Internal Revenue Code of 1986, as amended (the “Code”). To qualify as a REIT, the Parent Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its adjusted REIT taxable income to its stockholders. It is management’s intention to adhere to these requirements and maintain the Parent Company’s REIT status. As a REIT, the Parent Company generally will not be subject to federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under the Code. If the Parent Company fails to qualify as a REIT in any taxable year, it will be subject to federal taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years. The Operating Partnership is organized as a limited partnership and is generally not subject to federal or state income taxes. BPG Sub also has elected to qualify as a REIT under the Code and is subject to the same tax requirements and tax treatment as the Parent Company. BPG Sub has a taxable REIT subsidiary, and the Parent Company and BPG Sub may in the future elect to treat newly formed subsidiaries as taxable REIT subsidiaries which would be subject to income tax. Taxable REIT subsidiaries may participate in non-real estate-related activities and/or perform non-customary services for tenants and are subject to United States federal and state income tax at regular corporate tax rates. The Company has analyzed the tax position taken on income tax returns for the open 2013 through 2015 tax years and has concluded that no provision for income taxes related to uncertain tax positions is required in the Company’s unaudited Condensed Consolidated Financial Statements as of June 30, 2016 and December 31, 2015. |
New Accounting Pronouncements | New Accounting Pronouncements In March 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-09, "Compensation - Stock Compensation (Topic 718)." ASU 2016-09 sets out improvements to Employee Share-Based Payment Accounting. The new standard impacts certain aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statements of cash flows. The standard is effective on January 1, 2017, with early adoption permitted. The Company is currently in the process of evaluating the impact the adoption of ASU 2016-09 will have on the unaudited Condensed Consolidated Financial Statements of the Company. In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)." ASU 2016-02 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The standard is effective on January 1, 2019, with early adoption permitted. The Company is currently in the process of evaluating the impact the adoption of ASU 2016-02 will have on the unaudited Condensed Consolidated Financial Statements of the Company. In February 2015, the FASB issued ASU 2015-02 “Amendments to the Consolidation Analysis to ASC Topic 810 Consolidation.” ASU 2015-02 updates to include all reporting entities within the scope of Subtopic 810-10 Consolidation - Overall, including limited partnerships and similar legal entities, unless a scope exception applies. Overall the amendments in this update are to simplify the codification and reduce the number of consolidation models and place more emphasis on risk of loss when determining controlling financial interests. ASU 2015-02 was effective for public businesses for interim and annual periods beginning after December 15, 2015. This ASU was effective for the Company beginning in the first quarter of the year ended December 31, 2016. The Company has evaluated the impact of the adoption of ASU 2015-02 on its unaudited Condensed Consolidated Financial Statements and have determined under ASU 2015-02 the Operating Partnership is considered a variable interest entity (“VIE”). The Parent Company is the primary beneficiary of the VIE and the Parent Company’s partnership interest is considered a majority voting interest. As such, this standard did not have a material impact on the unaudited Condensed Consolidated Financial Statements of the Company. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” ASU No. 2014-09 contains a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance in ASU No. 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. For public entities, ASU No. 2014-09, as amended by ASU No. 2015-14, is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted for reporting periods beginning after December 15, 2016. The Company is currently in the process of evaluating the impact the adoption of ASU No. 2014-09 will have on the unaudited Condensed Consolidated Financial Statements of the Company. Any other recently issued accounting standards or pronouncements not disclosed above have been excluded as they either are not relevant to the Company, or they are not expected to have a material effect on the unaudited Condensed Consolidated Financial Statements of the Company. |
Acquisition of Real Estate (Tables) |
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Real Estate [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Business Acquisitions, by Acquisition | During the three and six months ended June 30, 2015, the Company acquired the following properties, in separate transactions (dollars in thousands):
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Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The aggregate purchase price of the properties acquired during the six months ended June 30, 2015, has been allocated as follows:
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Real Estate (Tables) |
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Real Estate [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of real estate properties | The Company’s components of Real estate, net consisted of the following:
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Schedule of expected net amortization expense associated with intangible assets and liabilities | Amortization expense associated with in-place lease value for the six months ended June 30, 2016 and 2015 was $33.2 million and $47.2 million, respectively. These amounts are included in Depreciation and amortization in the Company's unaudited Condensed Consolidated Statements of Operations. The estimated net accretion (income) and amortization expense associated with the Company’s above and below market leases, tenant relationships and leases in place for the next five years are as follows:
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Financial Instruments - Derivatives and Hedging (Tables) |
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Derivative [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of derivative instruments in Statement of Financial Position, fair value |
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Schedule of cash flow hedges included in AOCI | The effective portion of the Company's interest rate swaps that was recorded in the accompanying unaudited Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2016 and 2015 is as follows:
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Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Schedule of interest rate derivatives | A detail of the Company’s interest rate derivatives designated as cash flow hedges outstanding as of June 30, 2016 is as follows:
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Debt Obligations (Tables) |
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Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt obligations under various arrangements with financial institutions | As of June 30, 2016 and December 31, 2015, the Company had the following indebtedness outstanding:
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Future expected/scheduled maturities of outstanding debt and capital lease obligations | As of June 30, 2016 and December 31, 2015, the Company had accrued interest of $33.6 million and $31.1 million outstanding, respectively. As of June 30, 2016, scheduled maturities of the Company’s outstanding debt obligations were as follows:
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Fair Value Disclosures (Tables) |
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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:
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Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a recurring basis:
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Earnings Per Share (Tables) |
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Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of earnings per share, basic and diluted | The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three and six months ended June 30, 2016 and 2015:
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Earnings per Unit (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Earnings per Share [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of earnings per unit, basic and diluted | The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three and six months ended June 30, 2016 and 2015:
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Brixmor Operating Partnership LP [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Earnings per Share [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of earnings per unit, basic and diluted | The following table provides a reconciliation of the numerator and denominator of the earnings per unit calculations for the three and six months ended June 30, 2016 and 2015:
|
Commitments and Contingencies (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Future Minimum Rental Payments for Operating Leases | Minimum annual rental commitments associated with these leases during the next five years and thereafter are as follows:
|
Nature of Business and Financial Statement Presentation (Description of Business) (Details) |
Jun. 30, 2016 |
---|---|
Parent Company [Member] | BPG Sub [Member] | |
Nture of Oerations and Financial Statements Presentation [Line Items] | |
Ownership percentage | 100.00% |
Acquisition of Real Estate (Properties Acquired) (Details) $ in Thousands |
6 Months Ended |
---|---|
Jun. 30, 2016
USD ($)
ft²
| |
Business Acquisition [Line Items] | |
Purchase Price, Cash | $ 52,208 |
Purchase Price, Debt Assumed | 7,000 |
Purchase Price, Total | 59,208 |
Retail Building at Bardin Place Center [Member] | |
Business Acquisition [Line Items] | |
Purchase Price, Cash | 9,258 |
Purchase Price, Debt Assumed | 0 |
Purchase Price, Total | $ 9,258 |
Purchase Price, GLA | ft² | 96,127 |
Larchmont Centre [Member] | |
Business Acquisition [Line Items] | |
Purchase Price, Cash | $ 11,000 |
Purchase Price, Debt Assumed | 7,000 |
Purchase Price, Total | $ 18,000 |
Purchase Price, GLA | ft² | 103,787 |
Webster Square Shopping Center [Member] | |
Business Acquisition [Line Items] | |
Purchase Price, Cash | $ 31,950 |
Purchase Price, Debt Assumed | 0 |
Purchase Price, Total | $ 31,950 |
Purchase Price, GLA | ft² | 182,756 |
2015 Acquisitions [Member] | |
Business Acquisition [Line Items] | |
Purchase Price, GLA | ft² | 382,670 |
Acquisition of Real Estate (Purchase Price) (Details) - Acquired Properties [Member] $ in Thousands |
Jun. 30, 2016
USD ($)
|
---|---|
Assets | |
Land | $ 12,924 |
Buildings | 35,640 |
Building Improvements | 4,634 |
Tenant Improvements | 2,273 |
Above Market Rents | 120 |
In-Place Leases | 4,010 |
Real estate, net | 59,601 |
Deferred charges and prepaid expenses, net | 1,787 |
Total assets | 61,388 |
Liabilities | |
Debt obligations, net | 7,440 |
Accounts payable, accrued expenses and other liabilities (Below Market Leases) | 1,740 |
Total liabilities | 9,180 |
Net Assets Acquired | 52,208 |
Mortgage Payable [Member] | |
Liabilities | |
Debt obligations, net | 7,000 |
Mortgage Fair Value Adjustment [Member] | |
Liabilities | |
Debt obligations, net | $ 440 |
Acquisition of Real Estate (Narrative) (Details) $ in Thousands |
3 Months Ended | 6 Months Ended | |
---|---|---|---|
Jun. 30, 2016
USD ($)
|
Jun. 30, 2016
USD ($)
land_parcel
|
Jun. 30, 2015
USD ($)
land_parcel
|
|
Real Estate Properties [Line Items] | |||
Net purchase price | $ 59,208 | ||
Other Nonoperating Income (Expense) [Member] | |||
Real Estate Properties [Line Items] | |||
Acquisition related expenses | $ 200 | $ 1,500 | |
Acquired Land Parcels [Member] | |||
Real Estate Properties [Line Items] | |||
Number of outparcels acquired | land_parcel | 2 | ||
Acquired Outparcels [Member] | |||
Real Estate Properties [Line Items] | |||
Number of outparcels acquired | land_parcel | 1 | 2 | |
Net purchase price | $ 2,100 | ||
Acquired Real Estate [Member] | |||
Real Estate Properties [Line Items] | |||
Net purchase price | $ 1,200 |
Discontinued Operations and Assets Held for Sale (Narrative) (Details) $ in Thousands |
3 Months Ended | 6 Months Ended | |
---|---|---|---|
Jun. 30, 2015
USD ($)
land_parcel
shopping_center
|
Jun. 30, 2016
USD ($)
land_parcel
shopping_center
|
Jun. 30, 2015
USD ($)
land_parcel
shopping_center
|
|
Discontinued Operations and Disposal Groups [Abstract] | |||
Number of shopping centers sold | shopping_center | 3 | 2 | 4 |
Number of outparcels sold | land_parcel | 2 | 1 | 2 |
Proceeds from sale | $ 31,900 | $ 20,500 | $ 41,800 |
Gain on disposition of operating properties | $ 9,200 | $ 7,782 | 9,224 |
Provisions of impairment | $ 800 |
Financial Instruments - Derivatives and Hedging (Details) - Interest Rate Swap [Member] - Designated as Hedging Instrument [Member] $ in Thousands |
Jun. 30, 2016
USD ($)
derivative_instrument
|
---|---|
Derivative [Line Items] | |
Number of Instruments | derivative_instrument | 5 |
Notional Amount | $ | $ 1,500,000 |
Financial Instruments - Derivatives and Hedging (Details 1) - Interest Rate Swap [Member] - USD ($) $ in Thousands |
Jun. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Derivatives, Fair Value [Line Items] | ||
Gross derivative assets | $ 0 | $ 0 |
Gross derivative liabilities | (1,345) | (2,437) |
Net derivative liability | $ (1,345) | $ (2,437) |
Financial Instruments - Derivatives and Hedging (Details 2) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
Jun. 30, 2016 |
Jun. 30, 2015 |
|
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Unrealized loss on interest rate hedges | $ (254) | $ (1,772) | $ (1,783) | $ (6,673) |
Amortization of interest rate swaps to interest expense | $ 1,389 | $ 2,490 | $ 2,875 | $ 4,954 |
Financial Instruments - Derivatives and Hedging (Details Textual) $ in Millions |
6 Months Ended |
---|---|
Jun. 30, 2016
USD ($)
| |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Amount expected to be reclassified from accumulated other comprehensive loss in the next twelve months | $ 1.3 |
Agreement obligations | $ 1.8 |
Debt Obligations (Details 1) - USD ($) $ in Thousands |
Jun. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Future expected/scheduled maturities of outstanding debt and capital lease | ||
2016 (remaining six months) | $ 699,150 | |
2017 | 349,659 | |
2018 | 1,519,476 | |
2019 | 620,126 | |
2020 | 766,577 | |
Thereafter | 2,011,681 | |
Total debt maturities | 5,966,669 | |
Net unamortized premiums on secured loans | 32,249 | |
Net unamortized discount on notes | (8,358) | |
Net unamortized debt issuance costs | (24,027) | |
Total debt obligations, Carrying Amounts | $ 5,966,533 | $ 5,974,266 |
Debt Obligations (Details 2) - USD ($) $ in Thousands |
1 Months Ended | 3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2016 |
Jun. 30, 2015 |
Jun. 30, 2016 |
Jun. 30, 2015 |
Dec. 31, 2015 |
|
Debt Instrument [Line Items] | ||||||
Gain on extinguishment of debt, net | $ 93 | $ 493 | $ 93 | $ 785 | ||
Accrued interest | $ 33,600 | 33,600 | 33,600 | $ 31,100 | ||
Secured Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt repaid | 168,400 | |||||
Revolving Credit Facility [Member] | Unsecured Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility maximum borrowing capacity | 1,250,000 | 1,250,000 | 1,250,000 | |||
4.125% Senior Notes due 2026 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Term loan face amount | $ 600,000 | $ 600,000 | $ 600,000 | |||
Stated percentage | 4.125% | 4.125% | 4.125% | |||
Redemption price, percentage of principal amount | 100.00% |
Equity and Capital (Details) - USD ($) $ / shares in Units, $ in Millions |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
Jun. 30, 2016 |
Jun. 30, 2015 |
Dec. 31, 2015 |
|
Noncontrolling Interest [Line Items] | |||||
Common stock authorized for sale under the ATM | $ 400.0 | ||||
Common stock remained available for issuance under the ATM | $ 400.0 | $ 400.0 | |||
Dividends, per common share | $ 0.245 | $ 0.225 | $ 0.49 | $ 0.45 | |
Parent Company [Member] | Operating Partnership [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Ownership percentage | 98.80% | 98.80% | |||
Parent Company [Member] | Certain Members of the Parent Company’s Current and Former Management [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Ownership percentage | 1.20% | 1.20% | |||
Accounts Payable and Accrued Liabilities [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Dividends payable | $ 75.5 | $ 75.5 | $ 76.0 | ||
Common Stock [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Stock repurchased during period, shares | 122,768 | 12,754 |
Commitments and Contingencies (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
Jun. 30, 2016 |
Jun. 30, 2015 |
|
Commitments and Contingencies Disclosure [Abstract] | ||||
Rent expense | $ 2,700 | $ 2,500 | $ 4,600 | $ 5,000 |
Operating Leases, Future Minimum Payments Due, Rolling Maturity [Abstract] | ||||
2016 (remaining six months) | 4,346 | 4,346 | ||
2017 | 7,281 | 7,281 | ||
2018 | 6,846 | 6,846 | ||
2019 | 6,695 | 6,695 | ||
2020 | 5,883 | 5,883 | ||
Thereafter | 85,476 | 85,476 | ||
Total minimum annual rental commitments | $ 116,527 | $ 116,527 |
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