Exhibit 99.1
420 Lexington Avenue New York, NY 10170 800.468.7526
FOR IMMEDIATE RELEASE
CONTACT:
Stacy Slater
Senior Vice President, Investor Relations
800.468.7526
stacy.slater@brixmor.com
BRIXMOR PROPERTY GROUP REPORTS FIRST QUARTER 2014 RESULTS
- Achieves Same Property NOI Growth of 3.8% -
- Increases FFO per Share by 10.0% -
NEW YORK, MAY 7, 2014 - Brixmor Property Group Inc. (NYSE: BRX) announced today its results of operations for the first quarter ended March 31, 2014.
First Quarter 2014 Operating Highlights - IPO Portfolio
| Three Months Ended | ||||||
| 3/31/2014 | 3/31/2013 | Change | ||||
| Percent leased | 92.3% | 91.2% | +110 basis points | |||
| Percent leased: anchors (≥ 10K SF) | 96.7% | 96.1% | +60 basis points | |||
| Percent leased: small shop (< 10K SF) | 81.9% | 80.0% | +190 basis points | |||
| New lease average annualized base rent (“ABR”) / SF | $15.18 | $12.10 | +25.5% | |||
| Total rent spread (cash) | 11.3% | 7.6% | +370 basis points | |||
“We kicked-off 2014 by delivering another strong quarter of same property NOI growth and increasing our ABR per square foot at an accelerated rate,” stated Michael Carroll, Chief Executive Officer. “In addition, we executed new leases at over $15.00 per square foot for the second quarter in a row, highlighting the vast mark-to-market opportunity based on our portfolio average ABR of $12.01 per square foot. We continue to focus on lease-up and investment in our portfolio to drive rents, as well as to proactively upgrade our merchandise mix and tenant quality as we leverage the supply constrained environment. As the substantial volume of anchor leases executed over the past few years continues to open and drive traffic, we see further opportunity to ramp up our small shop leasing.”
Dividend
The Company’s Board of Directors declared a quarterly cash dividend of $0.20 per common share (equivalent to $0.80 per annum) for the second quarter of 2014. The dividend is payable on July 15, 2014 to stockholders of record on July 3, 2014, representing an ex-dividend date of July 1, 2014.
Financial Highlights
For the first quarter of 2014, Brixmor reported funds from operations (“FFO”) on a pro forma basis of $132.7 million, or $0.44 per diluted share, up 10.0% on a diluted per share basis from $120.7 million, or $0.40 per diluted share, on a pro forma basis in the first quarter of 2013. FFO includes approximately $2.3 million, or ($0.01) per diluted share,
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420 Lexington Avenue New York, NY 10170 800.468.7526
of costs related to the early prepayment of debt. Net income attributable to common stockholders for the three month period ended March 31, 2014 was $15.4 million on a pro forma basis, or $0.07 per diluted share, compared with a loss of ($1.7) million, or ($0.01) per diluted share, on a pro forma basis in the first quarter of 2013. See “IPO Portfolio” below for more information on pro forma results of operations.
For the first quarter of 2014, Brixmor reported net income attributable to common stockholders (actual results) of $15.4 million, or $0.07 per diluted share.
Same Property NOI for the first quarter increased 3.8% from the comparable 2013 period primarily due to growth in rental income driven by a 100 basis point year-over-year increase in billed occupancy and improved leasing spreads. In addition, ABR per square foot for the portfolio increased at the fastest rate on record to $12.01 at March 31, 2014 from $11.93 at December 31, 2013 and from $11.79 in the year ago period.
Capital Structure
On March 18, 2014, the Company closed on a new five-year $600 million unsecured term loan facility, which bears interest at a rate per annum equal to, at the Company’s option, the base rate or LIBOR, plus an applicable margin based on the Company’s total leverage ratio. The initial interest rate is a rate per annum equal to LIBOR plus 1.45% based on the Company's December 31, 2013 total leverage ratio of 45.6%. The term loan facility has an accordion feature allowing the Company to borrow up to an additional $250 million, for a total commitment of up to $850 million. The Company has the ability to prepay the term loan under the facility without premium or penalty any time prior to maturity. Net proceeds from the term loan facility were used to pay-down $597 million of outstanding balances under the Company’s $1.25 billion revolving credit facility, which had been utilized to repay a similar level of secured borrowings as part of the Company’s ongoing program to reduce secured debt and increase financial flexibility. At March 31, 2014, the Company had increased its unencumbered asset pool to 48.5% of its properties from 39.5% at December 31, 2013.
Michael Carroll, Chief Executive Officer, added, “The completion of the new $600 million unsecured term loan facility this quarter at attractive pricing and with strong support from the institutional lending community is an important step as we continue to evolve our balance sheet towards investment grade.”
Guidance
The Company’s previously provided expectations for 2014 earnings and portfolio metrics are on page 50 of its Supplemental Disclosure and the Company is affirming such guidance. See “Conference Call and Supplemental Information” below for more information on the Company’s Supplemental Disclosure.
IPO Portfolio
In connection with the Company’s initial public offering (the “IPO”), the Company acquired interests in 43 properties (the “Acquired Properties”) from certain investment funds affiliated with The Blackstone Group L.P. (“Blackstone”). Also in connection with the IPO, the Company issued to certain funds affiliated with Blackstone and Centerbridge Partners L.P. (the "pre-IPO owners") an interest in its Operating Partnership allocating to these pre-IPO owners all of the economic consequences of ownership of 47 excluded properties (the “Excluded Properties”).
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420 Lexington Avenue New York, NY 10170 800.468.7526
The Company’s IPO Portfolio includes all properties owned as of the completion of the IPO, including the Acquired Properties and excluding the Excluded Properties, and will constitute the go forward properties owned by the Company. The IPO Portfolio performance is captured in the pro forma results. These results reflect the impact of the transactions associated with the IPO, including (i) the contribution of the Acquired Properties, (ii) the distribution of the Excluded Properties, (iii) the acquisition of the interest not already held in Arapahoe Crossings L.P., (iv) borrowings under the unsecured credit facility, including the use thereof, and (v) the net proceeds from the IPO, including the use thereof. The pro forma adjustments associated with these transactions assume that each transaction was completed as of December 31, 2013 for the purpose of the unaudited pro forma consolidated balance sheet and as of January 1, 2014 and January 1, 2013, respectively, for the purpose of the unaudited pro forma consolidated statements of operations. A reconciliation of pro forma results of operations is presented in the attached table.
Conference Call and Supplemental Information
The Company will host a teleconference on Thursday, May 8, 2014 at 1:00 PM ET. To participate, please dial 888.317.6003 (domestic) or 412.317.6061 (international) at least ten minutes prior to the scheduled start of the call (Passcode: 6815852). The teleconference can also be accessed via a live webcast at www.brixmor.com in the Investors section. A replay of the teleconference will be available through midnight ET on May 22, 2014 by dialing 877.344.7529 (domestic) or 412.317.0088 (international) (Passcode: 10042116) or via the web through May 8, 2015 at www.brixmor.com in the Investors section.
The Company’s Supplemental Disclosure will be posted at www.brixmor.com in the Investors section. These materials are also available to all interested parties upon request to the Company at investorrelations@brixmor.com or 800.468.7526.
Non-GAAP Disclosures
FFO
FFO is calculated as the sum of net income (loss) in accordance with generally accepted accounting principles in the United States of America (“GAAP”), excluding (i) gain (loss) on disposition of operating properties, and (ii) extraordinary items, plus (iii) depreciation and amortization of operating properties, (iv) impairment of operating properties and real estate equity investments, (v) after adjustments for joint ventures calculated to reflect funds from operations on the same basis, and (vi) after adjustments attributable to non-controlling interests not convertible into common stock. A reconciliation of net income (loss) to FFO is presented in the attached table.
FFO is a supplemental, non-GAAP measure utilized to evaluate the operating performance of real estate companies. It is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs. FFO should not be considered as an alternative to net income (determined in accordance with GAAP) as an indicator of financial performance and is not an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of liquidity. Non-GAAP financial measures have limitations as they do not include all items of income and expense that affect operations, and accordingly, should always be considered as supplemental to financial results presented in accordance with GAAP. Computation of FFO may differ in certain respects from the methodology utilized by other REITs and, therefore, may not be comparable to such other REITs. Investors are cautioned that items excluded from FFO are significant components in understanding and addressing financial performance.
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420 Lexington Avenue New York, NY 10170 800.468.7526
Same Property NOI
Same property net operating income (“same property NOI”) is calculated (using properties owned as of the end of both reporting periods and for the entirety of both periods excluding properties classified as discontinued operations), as rental income (minimum rent, percentage rents, tenant recoveries and other property income) less rental operating expenses (property operating expenses, real estate taxes and bad debt expense) of the properties owned by Brixmor. Same property NOI excludes corporate level income (including transaction and other fees), lease termination income, straight-line rent and amortization of above-/below-market leases of the same property pool from the prior year reporting period to the current year reporting period.
Same property NOI is a supplemental, non-GAAP financial measure utilized to evaluate the operating performance of real estate companies and is frequently used by securities analysts, investors and other interested parties in understanding business and operating results regarding the underlying economics of Brixmor's business operations. It includes only the net operating income of properties owned for the full period presented, which eliminates disparities in net income due to the acquisition or disposition of properties during the period presented, and therefore, provides a more consistent metric for comparing the performance of properties. Management uses same property NOI to review operating results for comparative purposes with respect to previous periods or forecasts, and also to evaluate future prospects. Same property NOI is not intended to be a performance measure that should be regarded as an alternative to, or more meaningful than, net income (determined in accordance with GAAP) or other GAAP financial measures. Non-GAAP financial measures have limitations as they do not include all items of income and expense that affect operations, and accordingly, should always be considered as supplemental to financial results presented in accordance with GAAP. Computation of same property NOI may differ in certain respects from the methodology utilized by other REITs and, therefore, may not be comparable to such other REITs.
About Brixmor Property Group
Brixmor owns and operates the nation's largest wholly owned portfolio of grocery-anchored community and neighborhood shopping centers, with 522 properties aggregating approximately 87 million square feet of gross leasable area located primarily across the top 50 U.S. metro markets. Brixmor leverages its national footprint, local market knowledge and operational expertise to support the growth of its retail tenants. The Company is focused on maximizing the value of its portfolio through its extensive leasing capabilities and anchor space repositioning / redevelopment platform. Headquartered in New York City, the Company is the largest landlord to The TJX Companies and The Kroger Company. For additional information, please visit www.brixmor.com.
Safe Harbor Language
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include, but are not limited to, statements related to the Company’s expectations regarding the performance of its business, its financial results, its liquidity and capital resources and other non-historical statements. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on March 12, 2014, as such factors may be updated from time
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to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in the Company’s filings with the SEC. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
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420 Lexington Avenue New York, NY 10170 800.468.7526
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited, dollars in thousands, except share information)
| Actual Results | Pro Forma | |||||||||||||
| 3/31/14 | 12/31/13 | 12/31/13 | ||||||||||||
| Assets | ||||||||||||||
| Real estate | ||||||||||||||
| Land | $ | 1,998,902 | $ | 2,055,802 | $ | 1,989,160 | ||||||||
| Buildings and improvements | 8,674,870 | 8,781,926 | 8,654,899 | |||||||||||
| 10,673,772 | 10,837,728 | 10,644,059 | ||||||||||||
| Accumulated depreciation and amortization | (1,260,355 | ) | (1,190,170 | ) | (1,160,478 | ) | ||||||||
| Real estate, net | 9,413,417 | 9,647,558 | 9,483,581 | |||||||||||
| Investments in and advances to unconsolidated joint ventures | 5,087 | 9,205 | 5,171 | |||||||||||
| Cash and cash equivalents | 55,696 | 113,915 | 95,332 | |||||||||||
| Restricted cash | 65,417 | 75,457 | 74,847 | |||||||||||
| Marketable securities | 25,414 | 22,104 | 22,104 | |||||||||||
| Receivables, net | 167,780 | 178,505 | 175,584 | |||||||||||
| Deferred charges and prepaid expenses, net | 104,393 | 105,522 | 103,237 | |||||||||||
| Other assets | 13,605 | 19,650 | 14,043 | |||||||||||
| Total assets | $ | 9,850,809 | $ | 10,171,916 | $ | 9,973,899 | ||||||||
| Liabilities | ||||||||||||||
| Debt obligations, net | $ | 5,975,891 | $ | 5,981,289 | $ | 5,965,307 | ||||||||
| Financing liabilities, net | 121,470 | 175,111 | 175,111 | |||||||||||
| Accounts payable, accrued expenses and other liabilities | 660,826 | 709,529 | 701,495 | |||||||||||
| Total liabilities | 6,758,187 | 6,865,929 | 6,841,913 | |||||||||||
| Redeemable non-controlling interests | 21,467 | 21,467 | 21,467 | |||||||||||
| Commitments and contingencies | — | — | — | |||||||||||
| Equity | ||||||||||||||
| Common stock, $0.01 par value, authorized 3,000,000,000 shares, 229,689,960 shares outstanding | 2,297 | 2,297 | 2,297 | |||||||||||
| Additional paid in capital | 2,551,947 | 2,543,690 | 2,543,690 | |||||||||||
| Accumulated other comprehensive loss | (6,608 | ) | (6,812 | ) | (6,812 | ) | ||||||||
| Distributions and accumulated losses | (227,323 | ) | (196,707 | ) | (196,707 | ) | ||||||||
| Total stockholders’ equity | 2,320,313 | 2,342,468 | 2,342,468 | |||||||||||
| Non-controlling interests | 750,842 | 942,052 | 768,051 | |||||||||||
| Total equity | 3,071,155 | 3,284,520 | 3,110,519 | |||||||||||
| Total liabilities and equity | $ | 9,850,809 | $ | 10,171,916 | $ | 9,973,899 | ||||||||
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420 Lexington Avenue New York, NY 10170 800.468.7526
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, dollars in thousands, except per share amounts)
| Pro Forma | Actual Results | ||||||||||||||||
| Three Months Ended | Three Months Ended | ||||||||||||||||
| 3/31/14 | 3/31/13 | 3/31/14 | 3/31/13 | ||||||||||||||
| Revenues | |||||||||||||||||
| Rental income | $ | 237,260 | $ | 231,329 | $ | 237,260 | $ | 214,558 | |||||||||
| Expense reimbursements | 68,623 | 63,674 | 68,623 | 59,603 | |||||||||||||
| Other revenues | 1,813 | 2,404 | 1,813 | 3,157 | |||||||||||||
| Total revenues | 307,696 | 297,407 | 307,696 | 277,318 | |||||||||||||
| Operating expenses | |||||||||||||||||
| Operating costs | 34,888 | 32,204 | 34,888 | 29,846 | |||||||||||||
| Real estate taxes | 44,446 | 44,064 | 44,446 | 41,700 | |||||||||||||
| Depreciation and amortization | 113,268 | 123,371 | 113,268 | 111,777 | |||||||||||||
| Provision for doubtful accounts | 2,877 | 2,478 | 2,877 | 2,324 | |||||||||||||
| General and administrative | 19,658 | 23,395 | 19,658 | 23,068 | |||||||||||||
| Total operating expenses | 215,137 | 225,512 | 215,137 | 208,715 | |||||||||||||
| Other income (expense) | |||||||||||||||||
| Dividends and interest | 108 | 183 | 108 | 181 | |||||||||||||
| Interest expense | (67,966 | ) | (72,960 | ) | (67,966 | ) | (91,871 | ) | |||||||||
| Gain (loss) on sale of real estate assets | 378 | (161 | ) | 378 | — | ||||||||||||
| Gain (loss) on extinguishment of debt, net | (2,276 | ) | — | (2,276 | ) | 2,150 | |||||||||||
| Other | (2,161 | ) | (960 | ) | (2,161 | ) | (960 | ) | |||||||||
| Total other income (expense) | (71,917 | ) | (73,898 | ) | (71,917 | ) | (90,500 | ) | |||||||||
| Income (loss) before equity in income of unconsolidated joint ventures | 20,642 | (2,003 | ) | 20,642 | (21,897 | ) | |||||||||||
| Equity in income of unconsolidated joint ventures | 78 | 57 | 65 | 247 | |||||||||||||
| Gain on disposal of investments in unconsolidated joint ventures | — | — | 1,820 | — | |||||||||||||
| Income (loss) from continuing operations | 20,720 | (1,946 | ) | 22,527 | (21,650 | ) | |||||||||||
| Discontinued operations | |||||||||||||||||
| Income (loss) from discontinued operations | — | — | 4,787 | (763 | ) | ||||||||||||
| Gain on disposition of operating properties | — | — | 14,426 | — | |||||||||||||
| Impairment on real estate held for sale | — | — | — | (3,033 | ) | ||||||||||||
| Income (loss) from discontinued operations | — | — | 19,213 | (3,796 | ) | ||||||||||||
| Net income (loss) | 20,720 | (1,946 | ) | 41,740 | (25,446 | ) | |||||||||||
| Non-controlling interests | |||||||||||||||||
| Net (income) loss attributable to non-controlling interests | (5,320 | ) | 228 | (26,339 | ) | 5,947 | |||||||||||
| Net income (loss) attributable to common stockholders | $ | 15,400 | $ | (1,718 | ) | $ | 15,401 | $ | (19,499 | ) | |||||||
| Per common share: | |||||||||||||||||
| Income (loss) from continuing operations: | |||||||||||||||||
| Basic | $ | 0.07 | $ | (0.01 | ) | $ | 0.07 | $ | (0.09 | ) | |||||||
| Diluted | $ | 0.07 | $ | (0.01 | ) | $ | 0.07 | $ | (0.09 | ) | |||||||
| Net income (loss) attributable to common stockholders: | |||||||||||||||||
| Basic | $ | 0.07 | $ | (0.01 | ) | $ | 0.07 | $ | (0.11 | ) | |||||||
| Diluted | $ | 0.07 | $ | (0.01 | ) | $ | 0.07 | $ | (0.11 | ) | |||||||
| Weighted average number of vested common shares: | |||||||||||||||||
| Basic | 228,113 | 228,113 | 228,113 | 180,675 | |||||||||||||
| Diluted | 229,365 | 228,113 | 229,365 | 180,675 | |||||||||||||
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420 Lexington Avenue New York, NY 10170 800.468.7526
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO FUNDS FROM OPERATIONS
(Unaudited, dollars in thousands, except per share amounts)
| Pro Forma | Actual Results | ||||||||||||||||
| Three Months Ended 3/31/14 | Three Months Ended 3/31/13 | Three Months Ended 3/31/14 | Three Months Ended 3/31/13 | ||||||||||||||
| Net income (loss) | $ | 20,720 | $ | (1,946 | ) | $ | 41,740 | $ | (25,446 | ) | |||||||
| Gain on disposition of operating properties | (378 | ) | — | (14,804 | ) | — | |||||||||||
| Gain on disposition of unconsolidated joint ventures | — | — | (1,820 | ) | — | ||||||||||||
| Depreciation and amortization- real estate related- continuing operations | 112,585 | 122,862 | 112,585 | 111,268 | |||||||||||||
| Depreciation and amortization- real estate related- discontinued operations | — | — | 431 | 3,849 | |||||||||||||
| Depreciation and amortization- real estate related- unconsolidated joint ventures | 73 | 80 | 102 | 80 | |||||||||||||
| Impairment of operating properties | — | — | — | 3,033 | |||||||||||||
| Adjustments attributable to non-controlling interests not convertible into common stock | (322 | ) | (329 | ) | (5,556 | ) | (329 | ) | |||||||||
| FFO | $ | 132,678 | $ | 120,667 | $ | 132,678 | $ | 92,455 | |||||||||
| FFO per share/OP Unit - diluted | $ | 0.44 | $ | 0.40 | $ | 0.44 | $ | 0.38 | |||||||||
| Weighted average shares/OP Units outstanding - basic and diluted (1) | 304,231 | 304,231 | 304,231 | 240,905 | |||||||||||||
| Items that impact FFO comparability | |||||||||||||||||
| Gain (loss) on extinguishment of debt, net | $ | (2,276 | ) | $ | — | $ | 3,798 | $ | 2,150 | ||||||||
| Gain (loss) on extinguishment of debt per share | $ | (0.01 | ) | $ | — | $ | 0.01 | $ | 0.01 | ||||||||
| Dividends declared per share/OP Unit | $ | 0.20 | $ | 0.20 | |||||||||||||
| Shares/OP Unit dividends declared | $ | 60,846 | $ | 60,846 | |||||||||||||
| Share/OP Unit dividend payout ratio (as % of FFO) | 45.9 | % | 45.9 | % | |||||||||||||
(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.
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420 Lexington Avenue New York, NY 10170 800.468.7526
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP BALANCE SHEET TO PRO FORMA BALANCE SHEET
(Unaudited, dollars in thousands, except share information)
| Actual Results 12/31/13 | Adjustments (1) | Pro Forma 12/31/13 | ||||||||||||
| Assets | ||||||||||||||
| Real estate | ||||||||||||||
| Land | $ | 2,055,802 | $ | (66,642 | ) | $ | 1,989,160 | |||||||
| Buildings and improvements | 8,781,926 | (127,027 | ) | 8,654,899 | ||||||||||
| 10,837,728 | (193,669 | ) | 10,644,059 | |||||||||||
| Accumulated depreciation and amortization | (1,190,170 | ) | 29,692 | (1,160,478 | ) | |||||||||
| Real estate, net | 9,647,558 | (163,977 | ) | 9,483,581 | ||||||||||
| Investments in and advances to unconsolidated joint ventures | 9,205 | (4,034 | ) | 5,171 | ||||||||||
| Cash and cash equivalents | 113,915 | (18,583 | ) | 95,332 | ||||||||||
| Restricted cash | 75,457 | (610 | ) | 74,847 | ||||||||||
| Marketable securities | 22,104 | — | 22,104 | |||||||||||
| Receivables, net | 178,505 | (2,921 | ) | 175,584 | ||||||||||
| Deferred charges and prepaid expenses, net | 105,522 | (2,285 | ) | 103,237 | ||||||||||
| Other assets | 19,650 | (5,607 | ) | 14,043 | ||||||||||
| Total assets | $ | 10,171,916 | $ | (198,017 | ) | $ | 9,973,899 | |||||||
| Liabilities | ||||||||||||||
| Debt obligations, net | $ | 5,981,289 | $ | (15,982 | ) | $ | 5,965,307 | |||||||
| Financing liabilities, net | 175,111 | — | 175,111 | |||||||||||
| Accounts payable, accrued expenses and other liabilities | 709,529 | (8,034 | ) | 701,495 | ||||||||||
| Total liabilities | 6,865,929 | (24,016 | ) | 6,841,913 | ||||||||||
| Redeemable non-controlling interests | 21,467 | — | 21,467 | |||||||||||
| Commitments and contingencies | — | — | — | |||||||||||
| Equity | ||||||||||||||
| Common stock, $0.01 par value, authorized 3,000,000,000 shares, 229,689,960 shares outstanding | 2,297 | — | 2,297 | |||||||||||
| Additional paid in capital | 2,543,690 | — | 2,543,690 | |||||||||||
| Accumulated other comprehensive loss | (6,812 | ) | — | (6,812 | ) | |||||||||
| Distributions and accumulated losses | (196,707 | ) | — | (196,707 | ) | |||||||||
| Total stockholders’ equity | 2,342,468 | — | 2,342,468 | |||||||||||
| Non-controlling interests | 942,052 | (174,001 | ) | 768,051 | ||||||||||
| Total equity | 3,284,520 | (174,001 | ) | 3,110,519 | ||||||||||
| Total liabilities and equity | $ | 10,171,916 | $ | (198,017 | ) | $ | 9,973,899 | |||||||
(1) Reflects the impact of distributing the Excluded Properties as if the distribution was completed on December 31, 2013.
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420 Lexington Avenue New York, NY 10170 800.468.7526
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP STATEMENTS OF OPERATIONS TO PRO FORMA STATEMENTS OF OPERATIONS
(Unaudited, dollars in thousands, except per share amounts)
| Three Months Ended 3/31/14 | Three Months Ended 3/31/13 | ||||||||||||||||||||||||
| Actual Results | Adjustments (1) | Pro Forma | Actual Results | Adjustments (1) | Pro Forma | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||
| Rental income | $ | 237,260 | $ | — | $ | 237,260 | $ | 214,558 | $ | 16,771 | $ | 231,329 | |||||||||||||
| Expense reimbursements | 68,623 | — | 68,623 | 59,603 | 4,071 | 63,674 | |||||||||||||||||||
| Other revenues | 1,813 | — | 1,813 | 3,157 | (753 | ) | 2,404 | ||||||||||||||||||
| Total revenues | 307,696 | — | 307,696 | 277,318 | 20,089 | 297,407 | |||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||||
| Operating costs | 34,888 | — | 34,888 | 29,846 | 2,358 | 32,204 | |||||||||||||||||||
| Real estate taxes | 44,446 | — | 44,446 | 41,700 | 2,364 | 44,064 | |||||||||||||||||||
| Depreciation and amortization | 113,268 | — | 113,268 | 111,777 | 11,594 | 123,371 | |||||||||||||||||||
| Provision for doubtful accounts | 2,877 | — | 2,877 | 2,324 | 154 | 2,478 | |||||||||||||||||||
| Impairment of real estate assets | — | — | — | — | — | — | |||||||||||||||||||
| General and administrative | 19,658 | — | 19,658 | 23,068 | 327 | 23,395 | |||||||||||||||||||
| Total operating expenses | 215,137 | — | 215,137 | 208,715 | 16,797 | 225,512 | |||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||||
| Dividends and interest | 108 | — | 108 | 181 | 2 | 183 | |||||||||||||||||||
| Interest expense | (67,966 | ) | — | (67,966 | ) | (91,871 | ) | 18,911 | (72,960 | ) | |||||||||||||||
| Gain (loss) on sale of real estate assets | 378 | — | 378 | — | (161 | ) | (161 | ) | |||||||||||||||||
| Gain (loss) on extinguishment of debt, net | (2,276 | ) | — | (2,276 | ) | 2,150 | (2,150 | ) | — | ||||||||||||||||
| Other | (2,161 | ) | — | (2,161 | ) | (960 | ) | — | (960 | ) | |||||||||||||||
| Total other income (expense) | (71,917 | ) | — | (71,917 | ) | (90,500 | ) | 16,602 | (73,898 | ) | |||||||||||||||
| Income (loss) before equity in income of unconsolidated joint ventures | 20,642 | — | 20,642 | (21,897 | ) | 19,894 | (2,003 | ) | |||||||||||||||||
| Equity in income of unconsolidated joint ventures | 65 | 13 | 78 | 247 | (190 | ) | 57 | ||||||||||||||||||
| Gain on disposal of investments in unconsolidated joint ventures | 1,820 | (1,820 | ) | — | — | — | — | ||||||||||||||||||
| Income (loss) from continuing operations | 22,527 | (1,807 | ) | 20,720 | (21,650 | ) | 19,704 | (1,946 | ) | ||||||||||||||||
| Discontinued operations | |||||||||||||||||||||||||
| Income (loss) from discontinued operations | 4,787 | (4,787 | ) | — | (763 | ) | 763 | — | |||||||||||||||||
| Gain on disposition of operating properties | 14,426 | (14,426 | ) | — | — | — | — | ||||||||||||||||||
| Impairment on real estate held for sale | — | — | — | (3,033 | ) | 3,033 | — | ||||||||||||||||||
| Income (loss) from discontinued operations | 19,213 | (19,213 | ) | — | (3,796 | ) | 3,796 | — | |||||||||||||||||
| Net income (loss) | 41,740 | (21,020 | ) | 20,720 | (25,446 | ) | 23,500 | (1,946 | ) | ||||||||||||||||
| Non-controlling interests | |||||||||||||||||||||||||
| Net (income) loss attributable to non-controlling interests | (26,339 | ) | 21,019 | (5,320 | ) | 5,947 | (5,719 | ) | 228 | ||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | 15,401 | $ | (1 | ) | $ | 15,400 | $ | (19,499 | ) | $ | 17,781 | $ | (1,718 | ) | ||||||||||
| Per common share: | |||||||||||||||||||||||||
| Income (loss) from continuing operations: | |||||||||||||||||||||||||
| Basic | $ | 0.07 | $ | — | $ | 0.07 | $ | (0.09 | ) | $ | 0.08 | $ | (0.01 | ) | |||||||||||
| Diluted | $ | 0.07 | $ | — | $ | 0.07 | $ | (0.09 | ) | $ | 0.08 | $ | (0.01 | ) | |||||||||||
| Net income (loss) attributable to common stockholders: | |||||||||||||||||||||||||
| Basic | $ | 0.07 | $ | — | $ | 0.07 | $ | (0.11 | ) | $ | 0.1 | $ | (0.01 | ) | |||||||||||
| Diluted | $ | 0.07 | $ | — | $ | 0.07 | $ | (0.11 | ) | $ | 0.1 | $ | (0.01 | ) | |||||||||||
| Weighted average number of vested common shares: | |||||||||||||||||||||||||
| Basic | 228,113 | — | 228,113 | 180,675 | 47,438 | 228,113 | |||||||||||||||||||
| Diluted | 229,365 | — | 229,365 | 180,675 | 47,438 | 228,113 | |||||||||||||||||||
(1) Reflects the impact of the following transactions associated with the IPO including (i) the contribution of the Acquired Properties (ii) the distribution of the Excluded Properties (iii) the acquisition of the interest not already held in Arapahoe Crossings L.P. (iv) borrowings under the unsecured credit facility, including the use thereof and (v) the net proceeds from the IPO, including the use thereof. The pro forma adjustments associated with these transactions assume that each transaction was completed as of January 1, 2013.
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