Form: 8-K

Current report

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 FOURTH QUARTER AND FULL YEAR 2013 RESULTS
- Reports 2013 Same Property NOI Growth of 4.0% -

NEW YORK, FEBRUARY 19, 2014 - Brixmor Property Group Inc. (NYSE: BRX) announced today its results of operations for the fourth quarter and year ended December 31, 2013.

IPO Portfolio Fourth Quarter and Full Year 2013 Operating Highlights
•
Occupancy increased by 30 basis points to 92.4% from 92.1% at September 30, 2013, up 110 basis points year-over-year;
▪
Anchor occupancy (spaces 10,000 square feet or greater) increased by 100 basis points to 97.1% year-over-year and small shop occupancy (spaces less than 10,000 square feet) increased by 150 basis points to 81.6% year-over-year;
•
Same property NOI increased 3.9% for the quarter and 4.0% for the full year 2013 from the same period in 2012;
•
Executed 538 new and renewal leases for 3.3 million square feet during the quarter and 2,244 new and renewal leases for 12.8 million square feet during the full year 2013;
▪
Signed new leases in the quarter at an average annual base rent of $15.04 per square foot versus portfolio average of $11.93 per square foot at December 31, 2013;
▪
Includes 31 new anchor leases for spaces over 20,000 square feet totaling approximately 1.1 million square feet during the full year; and
•
Achieved positive blended lease spreads of 11% in the quarter and 10% in the full year 2013.

“Operating metrics during our initial quarter as a public company demonstrated strong positive momentum, indicative of our growth strategy to achieve solid same property NOI growth over the next several years. Over the past year, we have increased our anchor occupancy by 100 basis points and our small shop occupancy by 150 basis points, achieving these gains exclusively through our leasing efforts rather than by asset sales. As new anchor retailers continue to open in our properties, we are confident we can realize further gains in our small shop leasing efforts,” stated Michael Carroll, Chief Executive Officer. “In addition, our significant leasing volume during the full year, with over 2,200 leases aggregating 12.8 million square feet, demonstrates the strength of our national platform, as well as the depth of our relationships with retailers.”

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 first quarter of 2014. The dividend is payable on April 15, 2014 to stockholders of record on April 3, 2014, representing an ex-dividend date of April 1, 2014.
Financial Highlights

i


For the fourth quarter of 2013, Brixmor reported Funds from Operations (“FFO”) on a pro forma basis of $134.0 million, or $0.44 per diluted share. FFO as adjusted, which excludes certain transactional income and expenses, impairments and non-operating gains, for the same period on a pro forma basis was also $0.44 per diluted share. Net income attributable to common stockholders for the three month period ended December 31, 2013 was $15.9 million on a pro forma basis, or $0.07 per diluted share. A reconciliation of net income (loss) to FFO and FFO as adjusted, non-GAAP financial measures, are presented in the attached table. These non-GAAP financial measures should be considered in addition to and not as a substitute for, or superior to, financial measures presented in accordance with GAAP.

For the twelve months ended December 31, 2013, Brixmor reported FFO on a pro forma basis of $510.7 million, or $1.68 per diluted share. FFO as adjusted for the same period on a pro forma basis was also $1.68 per diluted share. Net income attributable to common stockholders for the twelve month period was $27.8 million on a pro forma basis, or $0.12 per diluted share.

For the fourth quarter of 2013, Brixmor reported a net loss attributable to common stockholders of ($12.1) million, or ($0.06) per diluted share. For the twelve months ended December 31, 2013, Brixmor reported a net loss attributable to common stockholders of ($93.7) million, or ($0.50) per diluted share.

In connection with 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”).

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, 2013 for the purpose of the unaudited pro forma consolidated statements of operations.


Capital Structure
On January 15, 2014, a subsidiary of the Company repurchased $57.7 million aggregate principal amount of its senior unsecured notes with a weighted average interest rate of 7.43% per annum.  The notes were repurchased pursuant to a put repurchase right in which the holders of the notes had the right under the indenture governing such notes to require the issuer to repurchase such notes for cash. Also in January and February, the Company repaid approximately $481.7 million of secured borrowings as part of its ongoing program to reduce secured debt and increase financial flexibility. The Company funded these transactions using a combination of available cash on hand and borrowings under its existing unsecured credit facility. As a result, the Company increased its unencumbered asset pool to 47.2% of its properties from 39.5% at December 31, 2013.

Conference Call and Supplemental Information
The Company will host a teleconference on Thursday, February 20, 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: 7542257).  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 March 6, 2014 by dialing 877.344.7529 (domestic) or 412.317.0088 (international) (Passcode: 10038031) or via the web through February 20, 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.


ii


Non-GAAP Disclosures
FFO and FFO as Adjusted
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, and (v) after adjustments for joint ventures calculated to reflect funds from operations on the same basis. FFO as adjusted represents FFO excluding certain transactional income and expenses, impairments of land parcels and non-operating gains which management believes are not reflective of results within the operating real estate portfolio.

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. Brixmor presents FFO as adjusted as an additional supplemental measure as it is more reflective of core operating performance. FFO as adjusted provides securities analysts, investors and other interested parties an additional measure in comparing Brixmor's performance across reporting periods on a consistent basis by excluding items that are not indicative of core operating performance. FFO and FFO as adjusted should not be considered as alternatives to net income (determined in accordance with GAAP) as indicators of financial performance and are not alternatives 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 and FFO as adjusted 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 and FFO as adjusted are significant components in understanding and addressing financial performance.


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.

iii



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 our expectations regarding the performance of our business, our financial results, our 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 our prospectus dated October 29, 2013, filed with the SEC pursuant to Rule 424(b) of the Securities Act on October 31, 2013, as such factors may be updated from time 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 our filings with the SEC. We undertake 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.



###


iv


BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited, dollars in thousands)

 
Pro Forma
 
Actual Results
 
12/31/13
 
12/31/13
 
12/31/12
Assets
 
 
 
 
 
Real estate
 
 
 
 
 
Land
$
1,989,160

 
$
2,055,802

 
$
1,915,667

Buildings and improvements
8,654,899

 
8,781,926

 
7,978,759

 
10,644,059

 
10,837,728

 
9,894,426

Accumulated depreciation and amortization
(1,160,478
)
 
(1,190,170
)
 
(796,296
)
Real estate, net
9,483,581

 
9,647,558

 
9,098,130

Investments in and advances to unconsolidated joint ventures
5,171

 
9,205

 
16,038

Cash and cash equivalents
95,332

 
113,915

 
103,098

Restricted cash
74,847

 
75,457

 
90,160

Marketable securities
22,104

 
22,104

 
24,883

Receivables, net
175,584

 
178,505

 
156,944

Deferred charges and prepaid expenses, net
103,237

 
105,522

 
95,118

Other assets
14,043

 
19,650

 
19,358

Total assets
$
9,973,899

 
$
10,171,916

 
$
9,603,729

 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
Debt obligations, net
$
5,965,307

 
5,981,289

 
$
6,499,356

Financing liabilities, net
175,111

 
175,111

 
174,440

Accounts payable, accrued expenses and other liabilities
701,495

 
709,529

 
632,112

Total liabilities
6,841,913

 
6,865,929

 
7,305,908

 
 
 
 
 
 
Redeemable non-controlling interests
21,467

 
21,467

 
21,467

Commitments and contingencies
—

 
—

 
—

 
 
 
 
 
 
Equity
 
 
 
 
 
Preferred stock, $0.01 par value, authorized 300,000,000 shares, 0 and 125 shares outstanding
—

 
—

 
—

Common stock, $0.01 par value, authorized 3,000,000,000 shares, 229,689,960 and 182,242,460 shares outstanding
2,297

 
2,297

 
1,822

Additional paid in capital
2,543,690

 
2,543,690

 
1,746,271

Accumulated other comprehensive loss
(6,812
)
 
(6,812
)
 
(39
)
Distributions in excess of accumulated loss
(196,707
)
 
(196,707
)
 
(26,559
)
Total stockholders' equity
2,342,468

 
2,342,468

 
1,721,495

Non-controlling interests
768,051

 
942,052

 
554,859

Total equity
3,110,519

 
3,284,520

 
2,276,354

Total liabilities and equity
$
9,973,899

 
$
10,171,916

 
$
9,603,729



v


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
 
Twelve Months Ended
 
Three Months Ended
 
Twelve Months Ended
 
12/31/13
 
12/31/13
 
12/31/13
 
12/31/12
 
12/31/13
 
12/31/12
Revenues
 
 
 
 
 
 
 
 
 
 
 
Rental income
$
238,487

 
$
940,669

 
$
238,963

 
$
222,019

 
$
908,854

 
$
874,325

Expense reimbursements
64,343

 
256,119

 
64,820

 
60,593

 
249,265

 
233,489

Other revenues
1,975

 
10,175

 
8,244

 
2,737

 
16,578

 
11,358

Total revenues
304,805

 
1,206,963

 
312,027

 
285,349

 
1,174,697

 
1,119,172

 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses
 
 
 
 
 
 
 
 
 
 
 
Operating costs
31,748

 
125,072

 
32,227

 
33,073

 
121,262

 
123,503

Real estate taxes
44,416

 
175,902

 
45,163

 
41,063

 
174,634

 
161,681

Depreciation and amortization
113,397

 
475,682

 
111,887

 
120,973

 
447,915

 
502,231

Provision for doubtful accounts
3,015

 
11,314

 
3,105

 
2,961

 
11,687

 
11,766

Impairment of real estate assets
—

 
1,531

 
—

 
—

 
23,534

 
—

Acquisition related costs
—

 
—

 
—

 
162

 
—

 
541

General and administrative
18,427

 
81,211

 
55,396

 
19,313

 
121,093

 
88,843

Total operating expenses
211,003

 
870,712

 
247,778

 
217,545

 
900,125

 
888,565

 
 
 
 
 
 
 
 
 
 
 
 
Other income (expense)
 
 
 
 
 
 
 
 
 
 
 
Dividends and interest
205

 
841

 
204

 
275

 
832

 
1,138

Interest expense
(72,569
)
 
(296,735
)
 
(72,739
)
 
(94,560
)
 
(347,996
)
 
(383,715
)
Gain on sales of real estate assets and acquisition of joint venture interest
—

 
2,062

 
—

 
451

 
2,223

 
501

Other
(143
)
 
(5,298
)
 
(5,509
)
 
(747
)
 
(31,626
)
 
(503
)
Total other income (expense)
(72,507
)
 
(299,130
)
 
(78,044
)
 
(94,581
)
 
(376,567
)
 
(382,579
)
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) before equity in income of unconsolidated joint ventures
21,295

 
37,121

 
(13,795
)
 
(26,777
)
 
(101,995
)
 
(151,972
)
Equity in income of unconsolidated joint ventures
161

 
1,098

 
166

 
1

 
1,167

 
687

Impairment of investment in unconsolidated joint ventures
—

 
—

 
—

 
(314
)
 
—

 
(314
)
Income (loss) from continuing operations
21,456

 
38,219

 
(13,629
)
 
(27,090
)
 
(100,828
)
 
(151,599
)
 
 
 
 
 
 
 
 
 
 
 
 
Discontinued operations
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from discontinued operations
—

 
—

 
2,628

 
317

 
1,672

 
(884
)
Gain on disposition of operating properties
—

 
—

 
761

 
825

 
3,392

 
5,369

Impairment on real estate held for sale
—

 
—

 
(1,799
)
 
(3,053
)
 
(23,119
)
 
(13,599
)
Income (loss) from discontinued operations
—

 
—

 
1,590

 
(1,911
)
 
(18,055
)
 
(9,114
)
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
21,456

 
38,219

 
(12,039
)
 
(29,001
)
 
(118,883
)
 
(160,713
)
Non-controlling interests
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to non-controlling interests
(5,512
)
 
(10,387
)
 
102

 
6,812

 
25,349

 
38,146

 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) attributed to Brixmor Property Group Inc.
15,944

 
27,832

 
(11,937
)
 
(22,189
)
 
(93,534
)
 
(122,567
)
Preferred stock dividends
—

 
—

 
(162
)
 
(296
)
 
(162
)
 
(296
)
Net income (loss) attributable to common stockholders
$
15,944

 
$
27,832

 
$
(12,099
)
 
$
(22,485
)
 
$
(93,696
)
 
$
(122,863
)
 
 
 
 
 
 
 
 
 
 
 
 
Per common share:
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from continuing operations:
 
 
 
 
 
 
 
 
 
 
 
Basic
$
0.07

 
$
0.12

 
$
(0.06
)
 
$
(0.12
)
 
$
(0.42
)
 
$
(0.64
)
Diluted
$
0.07

 
$
0.12

 
$
(0.06
)
 
$
(0.12
)
 
$
(0.42
)
 
$
(0.64
)
Net income (loss) attributable to common stockholders:
 
 
 
 
 
 
 
 
 
 
 
Basic
$
0.07

 
$
0.12

 
$
(0.06
)
 
$
(0.12
)
 
$
(0.50
)
 
$
(0.68
)
Diluted
$
0.07

 
$
0.12

 
$
(0.06
)
 
$
(0.12
)
 
$
(0.50
)
 
$
(0.68
)
Weighted average number of vested common shares outstanding -
 
 
 
 
 
 
 
 
 
 
 
basic and diluted: (1)
         228,113

 
         228,113

 
213,675

 
180,675

 
188,993

 
180,675

 
 
 
 
 
 
 
 
 
 
 
 
(1) Excludes convertible units of partnership interest in Brixmor Operating Partnership LP (“OP Units”), convertible shares of the Company’s majority owned subsidiary, BPG Subsidiary Inc. (“BPG Subsidiary”) and unvested restricted stock awards as their impact would either have no effect on the per share amounts or would be anti-dilutive.

vi


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
 
Twelve Months Ended 
 
Three Months Ended
 
Twelve Months Ended
 
 
12/31/13
 
12/31/13
 
12/31/13
 
12/31/12
 
12/31/13
 
12/31/12
 
Net income (loss)
$
21,456

 
$
38,219

 
$
(12,039
)
 
$
(29,001
)
 
$
(118,883
)
 
$
(160,713
)
 
Gain on disposition of operating properties
—

 
—

 
(761
)
 
(825
)
 
(3,392
)
 
(5,369
)
 
Gain on disposition of unconsolidated joint venture operating properties
—

 
—

 
—

 
(119
)
 
—

 
(24
)
 
Depreciation and amortization-real estate related-continuing operations
112,905

 
473,682

 
111,395

 
120,359

 
445,915

 
499,478

 
Depreciation and amortization-real estate related-discontinued operations
—

 
—

 
3

 
1,516

 
2,319

 
8,204

 
Depreciation and amortization-real estate related-unconsolidated joint ventures
21

 
182

 
13

 
123

 
180

 
817

 
Impairment of operating properties
—

 
—

 
1,799

 
3,053

 
43,582

 
13,599

 
Impairment of unconsolidated joint ventures
—

 
—

 
—

 
314

 
—

 
314

 
Net loss attributable to non-controlling interests not convertible into common stock
(337
)
 
(1,355
)
 
(3,788
)
 
(328
)
 
(4,806
)
 
(1,306
)
 
FFO
$
134,045

 
$
510,728

 
$
96,622

 
$
95,092

 
$
364,915

 
$
355,000

 
Gains from land sales and acquisition of joint venture interest
—

 
(2,062
)
 
—

 
(451
)
 
(2,223
)
 
(501
)
 
Impairment of development / land parcels
—

 
1,531

 
—

 
—

 
3,071

 
—

 
Acquisition related costs
—

 
—

 
—

 
162

 
—

 
541

 
Total adjustments
—

 
(531
)
 
—

 
(289
)
 
848

 
40

 
FFO as adjusted
$
134,045

 
$
510,197

 
$
96,622

 
$
94,803

 
$
365,763

 
$
355,040

 
 
 
 
 
 
 
 
 
 
 
 
 
 
FFO per share/OP unit - diluted
$
0.44

 
$
1.68

 
$
0.34

 
$
0.39

 
$
1.45

 
$
1.47

 
FFO as adjusted per share/OP unit - diluted
$
0.44

 
$
1.68

 
$
0.34

 
$
0.39

 
$
1.45

 
$
1.47

 
Weighted average shares/OP units outstanding - basic and diluted (1)
304,231

 
304,231

 
284,958

 
240,905

 
252,009

 
240,905

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Annualized dividends declared per share/OP Unit (2)
$
0.20

 
$
0.80

 
 
 
 
 
 
 
 
 
Annualized shares/OP Unit dividends declared
$
60,846

 
$
243,385

 
 
 
 
 
 
 
 
 
Share/OP Unit dividend payout ratio (as % of FFO)
45.4%

 
47.7%

 
 
 
 
 
 
 
 
 
Share/OP Unit dividend payout ratio (as % of FFO as adjusted)
45.4%

 
47.7%

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Basic and diluted shares/OP Units outstanding reflects an assumed conversion of certain BPG Subsidiary shares and OP Units to common stock of the Company and the vesting of certain restricted stock awards.
(2) The Company's Board of Directors declared an initial quarterly cash dividend of $0.20 per common share (equivalent to $0.80 per annum). The dividend was pro-rated to $0.127 per common share to reflect the period commencing on November 4, 2013, the IPO completion date, and ending on December 31, 2013. This pro-rated dividend was paid on January 15, 2014 to stockholders of record on January 6, 2014.




vii


BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP BALANCE SHEET TO PRO FORMA BALANCE SHEET
(Unaudited, dollars in thousands)
 
 
 
 
 
 
 
 
 
Actual Results
 
 
 
Pro Forma
 
 
12/31/13
 
Adjustments (1)
 
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
 
 
 
 
 
 
Preferred stock, $0.01 par value, authorized 300,000,000 shares, 0 shares outstanding
—

 
—

 
—

 
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 in excess of accumulated loss
(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.


viii


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 12/31/13
 
Twelve Months Ended 12/31/13
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Actual Results
 
Adjustments (1)
 
Pro Forma
 
Actual Results
 
Adjustments (1)
 
Pro Forma
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
 
 
 
 
 
   Rental income
$
238,963

 
$
(476
)
 
$
238,487

 
$
908,854

 
$
31,815

 
$
940,669

 
   Expense reimbursements
64,820

 
(477
)
 
64,343

 
249,265

 
6,854

 
256,119

 
   Other revenues
8,244

 
(6,269
)
 
1,975

 
16,578

 
(6,403
)
 
10,175

 
Total revenues
312,027

 
(7,222
)
 
304,805

 
1,174,697

 
32,266

 
1,206,963

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses
 
 
 
 
 
 
 
 
 
 
 
 
   Operating costs
32,227

 
(479
)
 
31,748

 
121,262

 
3,810

 
125,072

 
   Real estate taxes
45,163

 
(747
)
 
44,416

 
174,634

 
1,268

 
175,902

 
   Depreciation and amortization
111,887

 
1,510

 
113,397

 
447,915

 
27,767

 
475,682

 
   Provision for doubtful accounts
3,105

 
(90
)
 
3,015

 
11,687

 
(373
)
 
11,314

 
   Impairment of real estate assets
—

 
—

 
—

 
23,534

 
(22,003
)
 
1,531

 
   General and administrative
55,396

 
(36,969
)
 
18,427

 
121,093

 
(39,882
)
 
81,211

 
Total operating expenses
247,778

 
(36,775
)
 
211,003

 
900,125

 
(29,413
)
 
870,712

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other income (expense)
 
 
 
 
 
 
 
 
 
 
 
 
   Dividends and interest
204

 
1

 
205

 
832

 
9

 
841

 
   Interest expense
(72,739
)
 
170

 
(72,569
)
 
(347,996
)
 
51,261

 
(296,735
)
 
   Gain on sale of real estate assets and acquisition of joint venture interest
—

 
—

 
—

 
2,223

 
(161
)
 
2,062

 
   Other
(5,509
)
 
5,366

 
(143
)
 
(31,626
)
 
26,328

 
(5,298
)
 
Total other income (expense)
(78,044
)
 
5,537

 
(72,507
)
 
(376,567
)
 
77,437

 
(299,130
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) before equity in income of unconsolidated joint ventures
(13,795
)
 
35,090

 
21,295

 
(101,995
)
 
139,116

 
37,121

 
Equity in income of unconsolidated joint ventures
166

 
(5
)
 
161

 
1,167

 
(69
)
 
1,098

 
Income (loss) from continuing operations
(13,629
)
 
35,085

 
21,456

 
(100,828
)
 
139,047

 
38,219

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Discontinued operations
 
 
 
 
 
 
 
 
 
 
 
 
   Income from discontinued operations
2,628

 
(2,628
)
 
—

 
1,672

 
(1,672
)
 
—

 
   Gain on disposition of operating properties
761

 
(761
)
 
—

 
3,392

 
(3,392
)
 
—

 
   Impairment on real estate held for sale
(1,799
)
 
1,799

 
—

 
(23,119
)
 
23,119

 
—

 
Loss from discontinued operations
1,590

 
(1,590
)
 
—

 
(18,055
)
 
18,055

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
(12,039
)
 
33,495

 
21,456

 
(118,883
)
 
157,102

 
38,219

 
Non-controlling interests
 
 
 
 
 
 
 
 
 
 
 
 
   Net income (loss) attributable to non-controlling interests
102

 
(5,614
)
 
(5,512
)
 
25,349

 
(35,736
)
 
(10,387
)
 
Net income (loss) attributable to Brixmor Property Group Inc.
(11,937
)
 
27,881

 
15,944

 
(93,534
)
 
121,366

 
27,832

 
Preferred stock dividends
(162
)
 
162

 
—

 
(162
)
 
162

 
—

 
Net income (loss) attributable to common stockholders
$
(12,099
)
 
$
28,043

 
$
15,944

 
$
(93,696
)
 
$
121,528

 
$
27,832

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Per common share:
 
 
 
 
 
 
 
 
 
 
 
 
   Income (loss) from continuing operations:
 
 
 
 
 
 
 
 
 
 
 
 
      Basic
$
(0.06
)
 
$
0.13

 
$
0.07

 
$
(0.42
)
 
$
0.54

 
$
0.12

 
      Diluted
$
(0.06
)
 
$
0.13

 
$
0.07

 
$
(0.42
)
 
$
0.54

 
$
0.12

 
   Net income (loss) attributable to common stockholders:
 
 
 
 
 
 
 
 
 
 
 
 
      Basic
$
(0.06
)
 
$
0.13

 
$
0.07

 
$
(0.50
)
 
$
0.62

 
$
0.12

 
      Diluted
$
(0.06
)
 
$
0.13

 
$
0.07

 
$
(0.50
)
 
$
0.62

 
$
0.12

 
   Weighted average number of vested common shares
 
 
 
 
 
 
 
 
 
 
 
 
      outstanding- basic and diluted (2)
213,675

 
14,438

 
228,113

 
188,993

 
39,120

 
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.   For the three and twelve months ended December 31, 2013, other revenues and general and administrative expenses were adjusted by $6,146 and $37,009, respectively, for non-cash stock based compensation transactions that were recorded in connection with the IPO.
(2) Excludes convertible OP Units, convertible BPG subsidiary shares and unvested restricted stock awards as their impact would either have no effect on the per share amounts or would be anti-dilutive.



ix