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 COMPLETES 2015 AUDIT AND FILES FORM 10-K
•Extensive Review Determined No Restatement Required
•Reports Fourth Quarter And Full Year 2015 Results
•Increases Small Shop Occupancy by 170 Basis Points
•Increases NAREIT FFO per Share by 9% in 2015
•Provides 2016 Guidance
NEW YORK, February 29, 2016 - Brixmor Property Group Inc. (NYSE: BRX) (“Brixmor” or the “Company”) announced today its operating results for the fourth quarter and year ended December 31, 2015 and, timely filed with the SEC its Form 10-K, including its audited 2015 financial statements.

Fourth Quarter 2015 Operating Results
 
 
At and For Three Months Ended
 
 
 
 
12/31/2015
 
 
12/31/2014
 
Change
Percent leased
 
92.6%
 
 
92.8%
 
(20) basis points
Percent leased: anchors (≥ 10K SF)
 
96.2%
 
 
97.1%
 
(90) basis points
Percent leased: small shop (< 10K SF)
 
84.3%
 
 
82.6%
 
+170 basis points
New lease annualized base rent (“ABR”) / SF
 
$15.87
 
 
$13.45
 
+18%
Total rent spread (cash)
 
14.8%
 
 
13.9%
 
+90 basis points
Portfolio ABR / SF
 
$12.76
 
 
$12.14
 
+5%

“I am very pleased to report significant progress on all fronts at Brixmor. Our 2015 audit and Form 10-K have been completed on time, without restatement, while our operating results and guidance continue to highlight the internal growth opportunities within our portfolio,” stated Daniel Hurwitz, Interim Chief Executive Officer and President.

Dividend
•
The Company’s Board of Directors declared a quarterly cash dividend of $0.245 per common share (equivalent to $0.98 per annum) for the first quarter of 2016.
•
The dividend is payable on April 15, 2016 to stockholders of record on April 5, 2016, representing an ex-dividend date of April 1, 2016.

Update Regarding Audit Committee Review
•
Detailed information regarding the previously announced Audit Committee review can be found in the Company’s 2015 Form 10-K.

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420 Lexington Avenue : New York, NY 10170 : 800.468.7526




Financial Highlights
NAREIT FFO
•
For the three months ended December 31, 2015 and 2014, NAREIT FFO attributable to stockholders was $155.8 million, or $0.51 per diluted share and $131.5 million, or $0.43 per diluted share, respectively.
•
For the years ended December 31, 2015 and 2014 (on a pro forma basis), NAREIT FFO attributable to stockholders was $600.2 million, or $1.97 per diluted share and $549.2 million, or $1.80 per diluted share, respectively.

Items That Impact NAREIT FFO Comparability
•
For the three months ended December 31, 2014, results include approximately ($11.2) million, or ($0.04) per diluted share, of costs related to the prepayment of debt. 
•
For the year ended December 31, 2015, results include the impact of approximately ($5.6) million, or ($0.02) per diluted share, comprised of a ($9.9) million non-cash, non-recurring charge related to pre-IPO compensation programs, ($2.1) million of property acquisition related expenses, a $4.7 million adjustment of pre-IPO tax reserves, and $1.7 million of gains related to the prepayment of debt.  For the year ended December 31, 2014 (on a pro forma basis), results include approximately ($13.8) million, or ($0.05) per diluted share, of costs related to the prepayment of debt. 

Net Income
•
For the three months ended December 31, 2015 and 2014, net income attributable to common stockholders was $55.3 million, or $0.18 per diluted share and $22.9 million, or $0.08 per diluted share, respectively.
•
For the years ended December 31, 2015 and December 31, 2014 (on an actual and pro forma basis), net income attributable to common stockholders was $193.6 million, or $0.65 per diluted share and $88.9 million, or $0.36 per diluted share, respectively. 

Same Property NOI
•
Same property NOI for the year ended December 31, 2015 increased 3.2% from the comparable 2014 period due to growth in rental income driven by strong leasing spreads as the Company continues to harvest the below-market leases inherent in its portfolio.

Portfolio and Investment Activity
Anchor Space Repositioning / Redevelopment / Outparcel Development
•
During the fourth quarter, the Company completed 19 anchor space repositioning projects and two outparcel development projects. The Company also added 13 anchor space repositioning projects and four outparcel development projects to its pipeline. 
•
At December 31, 2015, the anchor space repositioning / outparcel development pipeline was comprised of 44 projects, the aggregate cost of which is expected to be approximately $105 million.






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420 Lexington Avenue : New York, NY 10170 : 800.468.7526




Acquisitions
•
During 2015, the Company acquired three assets for $59.2 million totaling approximately 383,000 square feet of GLA.

Dispositions
•
During the fourth quarter of 2015, the Company generated approximately $13.2 million of gross proceeds through property sales, including:
◦
Town Plaza, a 83,000 square foot property in Philadelphia, Pennsylvania; and
◦
20.5 acres of land in Omaha, Nebraska.
•
During 2015, the Company generated approximately $55.8 million of gross proceeds through asset sales.

Capital Structure
•
At December 31, 2015, the Company had increased its unencumbered asset pool to 63% of its properties from 40% at December 31, 2013, refinancing approximately $869 million of secured debt during the year, including $382 million of 2016 maturities.

Guidance
Estimated 2016 earnings and portfolio metrics are as follows:
 
2015A
 
2016E
NAREIT FFO per common share - diluted
$1.97
 
$2.01 - $2.09
Same property NOI growth
3.2%
 
2.5 - 3.5%
Percent leased (at year-end)
92.6%
 
92.8 - 93.0%
New and renewal rent growth (cash)
14.9%
 
10 - 15%
Total leasing related capital expenditures
$168M
 
$155 - $175M
Anchor space repositioning and redevelopment related spending
$108M
 
$95 - $110M
General and administrative expenses (1)
$98M
 
 $84 - $87M
Straight-line rent and above- and below-market rent amortization, net
$65M
 
$50 - $53M
Interest expense (2)
$258M
 
$230 - $239M
Debt premium and discount amortization
$18M
 
$12 - $14M
Dispositions
$56M
 
$75 - $175M
(1) Includes a non-cash, non-recurring charge related to pre-IPO compensation programs of $9.9 million and executive severance expenses of $1.4 million for the year ended December 31, 2015.
(2) Excludes capitalized interest, deferred financing cost amortization and debt premium and discount amortization, net.

•
NAREIT FFO attributable to stockholders per common share - diluted expectations for 2016 include the impact of ($0.06) - ($0.04) per diluted share of non-cash GAAP adjustments as compared with 2015 NAREIT FFO attributable to stockholders per common share. Excluding such non-cash GAAP adjustments, the expected increase in FFO per share is 5% to 8% over 2015.



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420 Lexington Avenue : New York, NY 10170 : 800.468.7526



•
The expected non-cash GAAP adjustments for 2016 includes $0.21 to $0.23 per diluted share related to lower straight-line rent and above- and below-market rent amortization and lower debt premium and discount amortization. In 2015, non-cash GAAP adjustments were $0.27 per diluted share.
•
2016 guidance for same property NOI includes approximately a 40 basis point negative impact related to proactive remerchandising activities including the recapture of five A&P leases, a KMart lease, two office supply leases, and some additional spaces.
•
The Company’s guidance does not include any expectations of one-time items, including, but not limited to, costs resulting from the Audit Committee review, encompassing but not limited to legal and consulting fees and potential litigation and investigative costs, as well as any costs related to the appointment of a permanent chief executive officer and a chief financial officer.

The following table provides a bridge from the Company’s 2015 NAREIT FFO attributable to stockholders per common share - diluted to the range of the Company’s 2016 estimated NAREIT FFO attributable to stockholders per common share - diluted.

  
 
Low
 
High
2015 NAREIT FFO per common share - diluted
 
$1.97
 
$1.97
Property NOI growth
 
$0.06
 
$0.10
G&A expenses (1)
 
$0.04
 
$0.05
Interest expense (2)
 
$0.04
 
$0.06
Write-off of debt issuance costs
 
($0.01)
 
($0.01)
Income from properties sold in 2015
 
($0.01)
 
($0.01)
Other (3)
 
($0.02)
 
($0.03)
Non-cash GAAP adjustments
 
 
 
 
Straight-line rent and above- and below-market rent amortization, net
 
($0.04)
 
($0.02)
Debt premium and discount amortization
 
($0.02)
 
($0.02)
2016E NAREIT FFO per common share - diluted
 
$2.01
 
$2.09
(1) Includes a non-cash, non-recurring charge related to pre-IPO compensation programs of $9.9 million and executive severance expenses of $1.4 million for the year ended December 31, 2015.
(2) Includes capitalized interest and deferred financing cost amortization.
(3) Includes $4.7 million of net adjustments to pre-IPO tax reserves and receivables.

The following table provides a reconciliation of the range of 2016 estimated NAREIT FFO attributable to stockholders to net income attributable to common stockholders.






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420 Lexington Avenue : New York, NY 10170 : 800.468.7526



(Unaudited, dollars in millions, except per share amounts)
 
 
 
 
2016E
 
2016E Per Common Share - Diluted
Net income attributable to common stockholders
 
$232 - $263
 
$0.76 - $0.86
Depreciation and amortization
 
($382 - $376)
 
($1.25 - $1.23)
NAREIT FFO attributable to stockholders
 
$614 - $639
 
$2.01 - $2.09

Connect With Brixmor
•
For additional information, please visit www.brixmor.com;
•
Follow Brixmor on Twitter at www.twitter.com/Brixmor
•
Find Brixmor on LinkedIn at www.linkedin.com/company/brixmor.

Pro Forma Results
Pro forma results reflect the distribution of 36 properties to certain investment funds affiliated with the Blackstone Group L.P. during the first quarter of 2014. The pro forma adjustments assume that the distribution of the properties was completed as of January 1, 2014 for the purpose of the unaudited pro forma consolidated statements of operations. A reconciliation of results of operations to actual results of operations is presented in the attached table.

Conference Call and Supplemental Information
The Company will host a teleconference on Tuesday, March 1, 2016 at 8:30 AM 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: 8010111).  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 15, 2016 by dialing 877.344.7529 (domestic) or 412.317.0088 (international) (Passcode: 10075996) or via the web through March 1, 2017 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
NAREIT FFO
NAREIT FFO is a supplemental non-GAAP financial measure utilized to evaluate the operating performance of real estate companies. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (loss) in accordance with 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.

NAREIT FFO attributable to stockholders (which we define to include non-controlling interests convertible into common stock) is NAREIT FFO as further adjusted to exclude net income (loss) attributable to non-controlling interests not convertible into common stock. The Company believes NAREIT FFO attributable to stockholders is a

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420 Lexington Avenue : New York, NY 10170 : 800.468.7526



meaningful supplemental measure that is more reflective of the Company’s operating performance by excluding NAREIT FFO attributable to non-controlling interests not convertible into common stock.

The Company presents NAREIT FFO and NAREIT FFO attributable to stockholders as it considers them important supplemental measures of its operating performance and the Company believes they are frequently used by securities analysts, investors and other interested parties in the evaluation of REITs.
NAREIT FFO and NAREIT FFO attributable to stockholders 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 measures 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 NAREIT FFO and NAREIT FFO attributable to stockholders may differ in certain respects from the methodology utilized by other REITs and, therefore, may not be comparable to similarly titled measures presented by such other REITs. Investors are cautioned that items excluded from NAREIT FFO and NAREIT FFO attributable to stockholders are significant components in understanding and addressing financial performance. A reconciliation of NAREIT FFO and NAREIT FFO attributable to stockholders to Net income is presented in the above table.

Same Property NOI
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- and 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 the Company believes it 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

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420 Lexington Avenue : New York, NY 10170 : 800.468.7526



such other REITs. See page 12 of the Company’s Supplemental Disclosure for a reconciliation of Same property NOI to Net income attributable to common stockholders.

About Brixmor Property Group
Brixmor owns and operates the nation's largest wholly owned portfolio of grocery-anchored community and neighborhood shopping centers, with 518 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 ongoing “Raising the Bar” program which involves strategic leasing and anchor space repositioning / redevelopment initiatives. Headquartered in New York City, the Company is the largest landlord to The TJX Companies and The Kroger Company.

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, 2015, 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 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.

###



vii


CONSOLIDATED BALANCE SHEETS
 
 
 
 
Unaudited, dollars in thousands, except share information
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12/31/15
 
12/31/14
 
 
Assets
 
 
 
 
 
 
Real estate
 
 
 
 
 
 
 
Land
$
2,011,947

 
$
2,000,415

 
 
 
 
Buildings and improvements
8,920,903

 
8,801,834

 
 
 
 
 
 
10,932,850

 
10,802,249

 
 
 
 
Accumulated depreciation and amortization
(1,880,685
)
 
(1,549,234
)
 
 
 
Real estate, net
9,052,165

 
9,253,015

 
 
 
Investments in and advances to unconsolidated joint ventures
5,019

 
5,072

 
 
 
Cash and cash equivalents
69,528

 
60,595

 
 
 
Restricted cash
41,462

 
53,164

 
 
 
Marketable securities
23,001

 
20,315

 
 
 
Receivables, net of allowance for doubtful accounts of $16,587 and $14,070
180,486

 
182,424

 
 
 
Deferred charges and prepaid expenses, net
109,149

 
94,269

 
 
 
Other assets
17,197

 
13,059

 
 
Total assets
$
9,498,007

 
$
9,681,913

 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
Debt obligations, net
$
5,974,266

 
$
6,022,508

 
 
 
Accounts payable, accrued expenses and other liabilities
603,439

 
679,102

 
 
Total liabilities
6,577,705

 
6,701,610

 
 
 
 
 
 
 
 
 
 
 
Equity
 
 
 
 
 
 
Common stock, $0.01 par value; authorized 3,000,000,000 shares;
 
 
 
 
 
 
 
299,138,450 and 296,552,142 shares outstanding
2,991

 
2,966

 
 
 
Additional paid in capital
3,270,246

 
3,223,941

 
 
 
Accumulated other comprehensive loss
(2,509
)
 
(4,435
)
 
 
 
Distributions in excess of net income
(400,945
)
 
(318,762
)
 
 
Total stockholders' equity
2,869,783

 
2,903,710

 
 
 
Non-controlling interests
50,519

 
76,593

 
 
Total equity
2,920,302

 
2,980,303

 
 
Total liabilities and equity
$
9,498,007

 
$
9,681,913

 





 
viii



CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited, dollars in thousands, except per share amounts
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Actual Results
 
Actual Results
 
Pro Forma
 
 
Actual Results
 
 
 
 
 
Three Months Ended
 
Twelve Months Ended
 
 
Twelve Months
 
 
 
 
 
12/31/15
 
12/31/14
 
12/31/15
 
12/31/14
 
 
Ended 12/31/14
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
 
 
 
 
 
Rental income
$
251,119

 
$
242,740

 
$
984,548

 
$
960,715

 
 
$
960,715

 
 
Expense reimbursements
75,462

 
70,306

 
276,032

 
268,035

 
 
268,035

 
 
Other revenues
(1,030
)
 
1,559

 
5,400

 
7,849

 
 
7,849

 
Total revenues
325,551

 
314,605

 
1,265,980

 
1,236,599

 
 
1,236,599

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses
 
 
 
 
 
 
 
 
 
 
 
 
Operating costs
35,698

 
33,592

 
129,477

 
129,148

 
 
129,148

 
 
Real estate taxes
47,276

 
46,911

 
180,911

 
179,504

 
 
179,504

 
 
Depreciation and amortization
102,511

 
107,706

 
417,935

 
441,630

 
 
441,630

 
 
Provision for doubtful accounts
2,567

 
2,920

 
9,540

 
11,537

 
 
11,537

 
 
Impairment of real estate assets
198

 
—

 
1,005

 
—

 
 
—

 
 
General and administrative
25,424

 
20,954

 
98,454

 
80,175

 
 
80,175

 
Total operating expenses
213,674

 
212,083

 
837,322

 
841,994

 
 
841,994

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other income (expense)
 
 
 
 
 
 
 
 
 
 
 
 
Dividends and interest
74

 
166

 
315

 
602

 
 
602

 
 
Interest expense
(58,723
)
 
(63,348
)
 
(245,012
)
 
(262,812
)
 
 
(262,812
)
 
 
Gain on sale of real estate assets
2,520

 
—

 
11,744

 
378

 
 
378

 
 
Gain (loss) on extinguishment of debt, net
798

 
(11,187
)
 
1,720

 
(13,761
)
 
 
(13,761
)
 
 
Other
(233
)
 
(3,098
)
 
(348
)
 
(8,431
)
 
 
(8,431
)
 
Total other expense
(55,564
)
 
(77,467
)
 
(231,581
)
 
(284,024
)
 
 
(284,024
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income before equity in income of unconsolidated joint ventures
56,313

 
25,055

 
197,077

 
110,581

 
 
110,581

 
Equity in income of unconsolidated joint ventures
101

 
123

 
459

 
438

 
 
370

 
Gain on disposition of investments in unconsolidated joint ventures
—

 
—

 
—

 
—

 
 
1,820

 
Income from continuing operations
56,414

 
25,178

 
197,536

 
111,019

 
 
112,771

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Discontinued operations
 
 
 
 
 
 
 
 
 
 
 
 
Income from discontinued operations
—

 
26

 
—

 
122

 
 
4,909

 
 
Gain on disposition of operating properties
—

 
745

 
—

 
745

 
 
15,171

 
Income from discontinued operations
—

 
771

 
—

 
867

 
 
20,080

 
Net income
56,414

 
25,949

 
197,536

 
111,886

 
 
132,851

 
Net income attributable to non-controlling interests
(1,002
)
 
(2,851
)
 
(3,816
)
 
(22,832
)
 
 
(43,849
)
 
Net income attributable to Brixmor Property Group, Inc.
55,412

 
23,098

 
193,720

 
89,054

 
 
89,002

 
Preferred stock dividends
(150
)
 
(150
)
 
(150
)
 
(150
)
 
 
(150
)
 
Net income attributable to common stockholders
$
55,262

 
$
22,948

 
$
193,570

 
$
88,904

 
 
$
88,852

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Per common share:
 
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations:
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
$
0.18

 
$
0.08

 
$
0.65

 
$
0.36

 
 
$
0.36

 
 
 
Diluted
$
0.18

 
$
0.08

 
$
0.65

 
$
0.36

 
 
$
0.36

 
 
Net income attributable to common stockholders:
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
$
0.18

 
$
0.08

 
$
0.65

 
$
0.36

 
 
$
0.36

 
 
 
Diluted
$
0.18

 
$
0.08

 
$
0.65

 
$
0.36

 
 
$
0.36

 
 
Weighted average shares:
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
298,868

 
271,904

 
298,004

 
243,390

 
 
243,390

 
 
 
Diluted
           299,697

 
           272,835

 
            305,017

 
           244,588

 
 
           244,588





 
ix



RECONCILIATION OF NET INCOME TO FFO
Unaudited, dollars in thousands, except per share amounts
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Actual Results
 
Actual Results
 
Pro Forma
 
 
Actual Results
 
 
 
 
 
Three Months Ended
 
Twelve Months Ended
 
 
Twelve Months
 
 
 
 
 
12/31/15
 
12/31/14
 
12/31/15
 
12/31/14
 
 
Ended 12/31/14
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
$
56,414

 
$
25,949

 
$
197,536

 
$
111,886

 
 
$
132,851

 
 
Gain on disposition of operating properties
(2,520
)
 
(745
)
 
(11,744
)
 
(378
)
 
 
(15,549
)
 
 
Gain on disposition of unconsolidated joint ventures
—

 
—

 
—

 
—

 
 
(1,820
)
 
 
Depreciation and amortization- real estate related- continuing
    operations
101,833

 
106,439

 
413,470

 
438,565

 
 
438,565

 
 
Depreciation and amortization- real estate related- discontinued
    operations
—

 
15

 
—

—

175

 
 
606

 
 
Depreciation and amortization- real estate related- unconsolidated
    joint ventures
26

 
22

 
85

—

86

 
 
168

 
 
Impairment of operating properties
—

 
—

 
807

 
—

 
 
—

 
NAREIT FFO
155,753

 
131,680

 
600,154

 
550,334

 
 
554,821

 
 
Adjustments attributable to non-controlling interests not convertible
    into common stock
—

 
(215
)
 
—

 
(1,181
)
 
 
(6,415
)
 
NAREIT FFO attributable to stockholders and non-controlling interests
    convertible into common stock
$
155,753

 
$
131,465

 
$
600,154

 
$
549,153

 
 
$
548,406

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NAREIT FFO per share/OP Unit - diluted
$
0.51

 
$
0.43

 
$
1.97

 
$
1.80

 
 
$
1.80

 
Weighted average shares/OP Units outstanding - basic and diluted (1)
305,105

 
304,447

 
305,023

 
304,359

 
 
304,359

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Items that impact FFO comparability
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-recurring charge related to pre-IPO compensation programs
$
—

 
$
—

 
$
(9,875
)
 
$
—

 
 
$
—

 
 
 
Adjustment of tax reserves for pre-IPO transactions
781

 
—

 
4,730

 
—

 
 
—

 
 
 
Property acquisition expenses
(652
)
 
—

 
(2,139
)
 
—

 
 
—

 
 
 
Gain (loss) on extinguishment of debt, net
798

 
(11,187
)
 
1,720

 
(13,761
)
 
 
(7,686
)
 
 
Total items that impact FFO comparability
$
927

 
$
(11,187
)
 
$
(5,564
)
 
$
(13,761
)
 
 
$
(7,686
)
 
 
Items that impact FFO comparability, net per share
$
—

 
$
(0.04
)
 
$
(0.02
)
 
$
(0.05
)
 
 
$
(0.03
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends declared per share/OP Unit
$
0.245

 
$
0.225

 
$
0.920

 
$
0.825

 
 
$
0.825

 
Shares/OP Unit dividends declared
$
74,570

 
$
68,456

 
$
279,968

 
$
250,994

 
 
$
250,994

 
Share/OP Unit dividend payout ratio (as % of NAREIT FFO)
47.9
%
 
52.1
%
 
46.6
%
 
45.7
%
 
 
45.8
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 





 
x



RECONCILIATION OF GAAP STATEMENTS OF OPERATIONS TO PRO FORMA
STATEMENTS OF OPERATIONS
Unaudited, dollars in thousands, except per share amounts
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Twelve Months Ended 12/31/14
 
 
 
 
 
 
Actual Results
 
Adjustments (1)
 
Pro Forma
 
 
Revenues
 
 
 
 
 
 
 
 
Rental income
$
960,715

 
$
—

 
$
960,715

 
 
 
Expense reimbursements
268,035

 
—

 
268,035

 
 
 
Other revenues
7,849

 
—

 
7,849

 
 
Total revenues
1,236,599

 
—

 
1,236,599

 
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses
 
 
 
 
 
 
 
 
Operating costs
129,148

 
—

 
129,148

 
 
 
Real estate taxes
179,504

 
—

 
179,504

 
 
 
Depreciation and amortization
441,630

 
—

 
441,630

 
 
 
Provision for doubtful accounts
11,537

 
—

 
11,537

 
 
 
General and administrative
80,175

 
—

 
80,175

 
 
Total operating expenses
841,994

 
—

 
841,994

 
 
 
 
 
 
 
 
 
 
 
 
 
Other income (expense)
 
 
 
 
 
 
 
 
Dividends and interest
602

 
—

 
602

 
 
 
Interest expense
(262,812
)
 
—

 
(262,812
)
 
 
 
Gain on sale of real estate assets
378

 
—

 
378

 
 
 
Loss on extinguishment of debt, net
(13,761
)
 
—

 
(13,761
)
 
 
 
Other
(8,431
)
 
—

 
(8,431
)
 
 
Total other expense
(284,024
)
 
—

 
(284,024
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Income before equity in income of unconsolidated joint ventures
110,581

 
—

 
110,581

 
 
Equity in income of unconsolidated joint ventures
370

 
68

 
438

 
 
Gain on disposition of investments in unconsolidated joint ventures
1,820

 
(1,820
)
 
—

 
 
Income from continuing operations
112,771

 
(1,752
)
 
111,019

 
 
 
 
 
 
 
 
 
 
 
 
 
Discontinued operations
 
 
 
 
 
 
 
 
Income from discontinued operations
4,909

 
(4,787
)
 
122

 
 
 
Gain on disposition of operating properties
15,171

 
(14,426
)
 
745

 
 
Income from discontinued operations
20,080

 
(19,213
)
 
867

 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
132,851

 
(20,965
)
 
111,886

 
 
 
Net income attributable to non-controlling interests
(43,849
)
 
21,017

 
(22,832
)
 
 
Net income attributable to Brixmor Property Group, Inc.
89,002

 
52

 
89,054

 
 
Preferred stock dividends
(150
)
 
—

 
(150
)
 
 
Net income attributable to common stockholders
$
88,852

 
$
52

 
$
88,904

 
 
 
 
 
 
 
 
 
 
 
 
 
Per common share:
 
 
 
 
 
 
 
 
Income from continuing operations:
 
 
 
 
 
 
 
 
 
Basic
$
0.36

 
$
—

 
$
0.36

 
 
 
 
Diluted
$
0.36

 
$
—

 
$
0.36

 
 
 
Net income attributable to common stockholders:
 
 
 
 
 
 
 
 
 
Basic
$
0.36

 
$
—

 
$
0.36

 
 
 
 
Diluted
$
0.36

 
$
—

 
$
0.36

 
 
 
Weighted average number of vested common shares:
 
 
 
 
 
 
 
 
 
Basic
243,390

 
—

 
243,390

 
 
 
 
Diluted
244,588

 
—

 
244,588

 
 
 
 
 
 
 
 
 
 
 
 
(1) Reflects the impact associated with the distribution of 36 of the Excluded Properties during the first quarter of 2014. The pro forma adjustments assume that the distribution of the properties
 
was completed as of January 1, 2014.
 
 
 
 
 
 



 
xi