Form: 8-K

Current report

Exhibit 99.1
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450 Lexington Avenue : New York, NY 10017 : 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 2019 RESULTS
- Achieves Record New Lease ABR of $18.79 Per Square Foot -
- Reinvestment Pipeline Now Over $400 Million -

NEW YORK, APRIL 29, 2019 - Brixmor Property Group Inc. (NYSE: BRX) (“Brixmor” or the “Company”) announced today its operating results for the three months ended March 31, 2019. For the three months ended March 31, 2019 and 2018, net income was $0.21 per diluted share and $0.20 per diluted share, respectively.

Key highlights for the three months ended March 31, 2019 include:
•
Executed 1.7 million square feet of new and renewal leases at comparable rent spreads of 12.3%, including 0.7 million square feet of new leases at comparable rent spreads of 32.7%
•
Executed 3.2 million square feet of total leasing volume, including options, at comparable rent spreads of 9.8%
•
Realized total leased occupancy of 91.1% and anchor leased occupancy of 93.5%
◦
Grew small shop leased occupancy 130 basis points year over year to 85.7%
◦
Increased leased to billed occupancy spread to 360 basis points, the widest since IPO
•
Generated same property NOI growth of 2.0%, driven by a 160 basis point contribution from base rent
•
Grew the total in process reinvestment pipeline to $407.6 million at an expected average incremental NOI yield of 10%, while delivering
$34.8 million of projects at an average incremental NOI yield of 7%
◦
Added six new redevelopment projects to the in process pipeline representing approximately $74.4 million in expected costs
•
Completed $46.1 million of dispositions comprised of 0.5 million square feet and repurchased $11.6 million of common stock, excluding commissions
•
Affirmed previously provided NAREIT FFO per diluted share and same property NOI growth expectations for 2019
•
Adopted FASB Accounting Standards Codification Topic 842, “Leases” (“ASC 842”)

“We continue to execute on our plan to deliver sector leading growth and returns through leasing to better tenants at better rents, accretively reinvesting in our centers and astutely recycling capital,” commented James Taylor, Chief Executive Officer and President. “Our strong performance underscores the strength of our team, our platform and our portfolio during this period of disruption. Also, we are pleased to welcome Julie Bowerman, the Chief Global Digital, Consumer and Customer Experience Officer of Kellogg Company, as a director this quarter, demonstrating our commitment to best-in-class corporate governance, diversified expertise and inclusion.”

FINANCIAL HIGHLIGHTS
The Company adopted ASC 842 on January 1, 2019 and has provided additional detail regarding the adoption in its Supplemental Disclosure and Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. For the three months ended March 31, 2018, the Company capitalized

i

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450 Lexington Avenue : New York, NY 10017 : 800.468.7526



$3.0 million of leasing payroll and legal costs. In connection with the Company’s adoption of ASC 842, the Company is no longer capitalizing such costs.

Net Income
•
For the three months ended March 31, 2019 and 2018, net income was $62.9 million, or $0.21 per diluted share, and $61.0 million, or $0.20 per diluted share, respectively.

NAREIT FFO
•
For the three months ended March 31, 2019 and 2018, NAREIT FFO was $142.8 million, or $0.48 per diluted share, and $154.8 million, or $0.51 per diluted share, respectively.

Same Property NOI Growth
•
Same property NOI growth for the three months ended March 31, 2019 was 2.0% versus the comparable 2018 period.
◦
Same property base rent for the three months ended March 31, 2019 contributed 160 basis points to same property NOI growth.
◦
Sears / Kmart had an impact of approximately (50) basis points on same property NOI growth in the three months ended March 31, 2019.

Dividend
•
The Company’s Board of Directors declared a quarterly cash dividend of $0.28 per common share (equivalent to $1.12 per annum) for the second quarter of 2019.
•
The dividend is payable on July 15, 2019 to stockholders of record on July 5, 2019, representing an ex-dividend date of July 3, 2019.

PORTFOLIO AND INVESTMENT ACTIVITY
Value Enhancing Reinvestment Opportunities
•
During the three months ended March 31, 2019, the Company completed ten value enhancing reinvestment projects and added 11 new reinvestment opportunities to its in process pipeline.  Projects added include three anchor space repositioning projects, two outparcel development projects and six redevelopment projects, with a total aggregate net estimated cost of approximately $88.3 million at an expected average incremental NOI yield of 9%.
•
At March 31, 2019, the value enhancing reinvestment in process pipeline was comprised of 61 projects with an aggregate net estimated cost of approximately $407.6 million.  The in process pipeline includes 31 anchor space repositioning projects with an aggregate net estimated cost of approximately $117.9 million at expected incremental NOI yields of 9 to 14%; nine outparcel development projects with an aggregate net estimated cost of approximately $22.2 million at an expected average incremental NOI yield of 10%; and 21 redevelopment projects with an aggregate net estimated cost of approximately $267.5 million at an expected average incremental NOI yield of 9%.

Dispositions
•
During the three months ended March 31, 2019, the Company generated approximately $46.1 million of gross proceeds on the disposition of three assets comprised of 0.5 million square feet.

Share Repurchases
•
During the three months ended March 31, 2019, the Company repurchased 0.7 million shares of common stock under its share repurchase program at an average price per share of $17.53 for a total of approximately $11.6 million, excluding commissions. Since inception of

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450 Lexington Avenue : New York, NY 10017 : 800.468.7526



the share repurchase program in December 2017, the Company has repurchased 7.3 million shares of common stock at an average price per share of $16.71 for a total of approximately $122.0 million, excluding commissions. As of March 31, 2019, the share repurchase program had $278.0 million of available repurchase capacity.

CONNECT WITH BRIXMOR
•
For additional information, please visit www.brixmor.com;
•
Follow Brixmor on:
◦Twitter at https://twitter.com/Brixmor
◦Facebook at https://www.facebook.com/Brixmor
◦Instagram at https://www.instagram.com/brixmorpopupshop
◦YouTube at https://www.youtube.com/user/Brixmor; and
•
Find Brixmor on LinkedIn at www.linkedin.com/company/brixmor.

CONFERENCE CALL AND SUPPLEMENTAL INFORMATION
The Company will host a teleconference on Tuesday, April 30, 2019 at 10:00 AM ET. To participate, please dial 877.705.6003 (domestic) or 201.493.6725 (international) within 15 minutes of the scheduled start of the call. 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 14, 2019 by dialing 844.512.2921 (domestic) or 412.317.6671 (international) (Passcode: 13687845) or via the web through April 30, 2020 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
The Company presents the non-GAAP performance measures set forth below. These measures should not be considered as alternatives to, or more meaningful than, net income (presented in accordance with GAAP) or other GAAP financial measures, as an indicator of financial performance and are not alternatives to, or more meaningful than, cash flow from operating activities (presented in accordance with GAAP) as a measure of liquidity. Non-GAAP performance 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 financial results to those presented in accordance with GAAP. The Company’s computation of these non-GAAP performance measures 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 these non-GAAP performance measures are relevant to understanding and addressing financial performance. A reconciliation of these non-GAAP performance measures to net income is presented in the attached table.

NAREIT FFO
NAREIT FFO is a supplemental non-GAAP performance measure utilized to evaluate the operating and financial performance of real estate companies. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (loss) presented in accordance with GAAP excluding (i) gain (loss) on disposition of operating properties, plus (ii) depreciation and amortization of operating properties, (iii) impairment of operating properties and real estate equity investments (to the extent equity investee impairment is directly attributable to a decrease in the value of its operating properties) and (iv) after adjustments for unconsolidated joint ventures calculated to reflect FFO on the same basis. The Company believes NAREIT FFO assists investors in analyzing and comparing the operating and financial performance of a company between periods.

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450 Lexington Avenue : New York, NY 10017 : 800.468.7526



Same Property NOI
Same property NOI is a supplemental, non-GAAP performance measure utilized to evaluate the operating performance of real estate companies. Same property NOI is calculated (using properties owned for the entirety of both periods excluding properties under development and completed development properties which have been stabilized for less than one year), as total property revenues ((i) base rent, (ii) expense reimbursements, (iii) adjustments for revenues deemed uncollectible, (iv) ancillary and other rental income, (v) percentage rents and (vi) other revenues), less direct property operating expenses ((i) operating costs, (ii) real estate taxes and (iii) provision for doubtful accounts). Same property NOI excludes (i) corporate level expenses (including G&A), (ii) lease termination fees, (iii) straight-line rental income, (iv) accretion of above- and below-market leases and tenant inducements, (v) straight-line ground rent expense, and (vi) income or expense associated with the Company’s captive insurance entity. The Company believes same property NOI assists investors in analyzing Brixmor’s comparative operating and financial performance because it eliminates disparities in NOI due to the acquisition or disposition of properties or the stabilization of New Development properties during the period presented and therefore provides a more consistent metric for comparing the operating performance of a company’s real estate between periods.

ABOUT BRIXMOR PROPERTY GROUP
Brixmor (NYSE: BRX) is a real estate investment trust (REIT) that owns and operates a high-quality, national portfolio of open-air shopping centers. Its 422 retail centers comprise approximately 73 million square feet of prime retail space in established trade areas. The Company strives to own and operate shopping centers that reflect Brixmor’s vision “to be the center of the communities we serve” and are home to a diverse mix of thriving national, regional and local retailers. Brixmor is a proud real estate partner to more than 5,000 retailers including The TJX Companies, The Kroger Co., Publix Super Markets, Wal-Mart, Ross Stores and L.A. Fitness.

Brixmor announces material information to its investors in SEC filings and press releases and on public conference calls, webcasts and the “Investor” page of its website at www.brixmor.com. The Company also uses social media to communicate with its investors and the public, and the information Brixmor posts on social media may be deemed material information. Therefore, Brixmor encourages investors and others interested in the Company to review the information that it posts on its website and on its social media channels.

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 sections entitled “Forward-Looking Statements” and “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, 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.
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CONSOLIDATED BALANCE SHEETS
Unaudited, dollars in thousands, except share information
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of
 
As of
 
 
 
 
 
3/31/19
 
12/31/18
 
Assets
 
 
 
 
 
Real estate
 
 
 
 
 
 
Land
$
1,794,709

 
$
1,804,504

 
 
 
Buildings and tenant improvements
7,518,193

 
7,535,985

 
 
 
Construction in progress
108,322

 
90,378

 
 
 
Lease intangibles
652,561

 
667,910

 
 
 
 
 
10,073,785

 
10,098,777

 
 
 
Accumulated depreciation and amortization
(2,386,092
)
 
(2,349,127
)
 
 
Real estate, net
7,687,693

 
7,749,650

 
 
Cash and cash equivalents
349

 
41,745

 
 
Restricted cash
3,057

 
9,020

 
 
Marketable securities
29,634

 
30,243

 
 
Receivables, net
236,391

 
228,297

 
 
Deferred charges and prepaid expenses, net
143,535

 
145,662

 
 
Real estate assets held for sale
9,093

 
2,901

 
 
Other assets (1)
74,178

 
34,903

 
Total assets
$
8,183,930

 
$
8,242,421

 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
Debt obligations, net
$
4,873,065

 
$
4,885,863

 
 
Accounts payable, accrued expenses and other liabilities (1)
518,094

 
520,459

 
Total liabilities
5,391,159

 
5,406,322

 
 
 
 
 
 
 
 
 
Equity
 
 
 
 
 
Common stock, $0.01 par value; authorized 3,000,000,000 shares;
 
 
 
 
 
 
305,289,535 and 305,130,472 shares issued and 297,987,158 and 298,488,516
 
 
 
 
 
 
shares outstanding
2,980

 
2,985

 
 
Additional paid-in capital
3,222,844

 
3,233,329

 
 
Accumulated other comprehensive income
6,048

 
15,973

 
 
Distributions in excess of net income
(439,101
)
 
(416,188
)
 
Total equity
2,792,771

 
2,836,099

 
Total liabilities and equity
$
8,183,930

 
$
8,242,421

 
 
 
 
 
 
 
 
(1) In connection with the Company’s adoption of ASC 842 on January 1, 2019, a right-of-use asset and lease liability were recorded and are included in Other assets and Accounts payable, accrued
expenses and other liabilities, respectively. See Supplemental Disclosure for additional information.









 
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CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited, dollars in thousands, except per share amounts
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
 
 
 
3/31/19
 
3/31/18
 
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
Rental income (1)
$
289,955

 
$
316,797

 
 
Other revenues
1,184

 
378

 
Total revenues
291,139

 
317,175

 
 
 
 
 
 
 
 
 
Operating expenses
 
 
 
 
 
Operating costs
31,258

 
35,490

 
 
Real estate taxes
43,326

 
45,725

 
 
Depreciation and amortization
85,395

 
90,383

 
 
Provision for doubtful accounts
—

 
2,415

 
 
Impairment of real estate assets
3,112

 
15,902

 
 
General and administrative (2)
25,443

 
22,426

 
Total operating expenses
188,534

 
212,341

 
 
 
 
 
 
 
 
 
Other income (expense)
 
 
 
 
 
Dividends and interest
147

 
96

 
 
Interest expense
(46,666
)
 
(55,171
)
 
 
Gain on sale of real estate assets
7,602

 
11,448

 
 
Gain (loss) on extinguishment of debt, net
30

 
(132
)
 
 
Other
(818
)
 
(53
)
 
Total other expense
(39,705
)
 
(43,812
)
 
 
 
 
 
 
 
 
 
Net income
$
62,900

 
$
61,022

 
 
 
 
 
 
 
 
 
Per common share:
 
 
 
 
 
Net income:
 
 
 
 
 
 
Basic
$
0.21

 
$
0.20

 
 
 
Diluted
$
0.21

 
$
0.20

 
 
Weighted average shares:
 
 
 
 
 
 
Basic
298,599

 
304,158

 
 
 
Diluted
299,029

 
304,278

 
 
 
 
 
 
 
 
(1) In connection with the Company’s adoption of ASC 842 on January 1, 2019, Rental income includes Expense reimbursements and Percentage rents for both
periods presented. Additionally, for the three months ended March 31, 2019, Rental income is presented net of Revenues deemed uncollectible. See Supplemental
Disclosure for additional information.
(2) The Company capitalized $3.0 million of leasing payroll and legal costs during the three months ended March 31, 2018. In connection with the Company's
adoption of ASC 842 on January 1, 2019, the Company is no longer capitalizing such costs.








 
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FUNDS FROM OPERATIONS (FFO)
Unaudited, dollars in thousands, except per share amounts
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
 
 
 
3/31/19
 
3/31/18
 
 
 
 
 
 
 
 
 
Net income (1)
$
62,900

 
$
61,022

 
 
Gain on disposition of operating properties
(7,602
)
 
(11,448
)
 
 
Depreciation and amortization- real estate related
84,397

 
89,352

 
 
Impairment of operating properties
3,112

 
15,902

 
NAREIT FFO
$
142,807

 
$
154,828

 
 
 
 
 
 
 
 
 
NAREIT FFO per diluted share (1)
$
0.48

 
$
0.51

 
Weighted average diluted shares outstanding
299,029

 
304,278

 
 
 
 
 
 
 
 
 
Items that impact FFO comparability
 
 
 
 
 
Litigation and other non-routine legal expenses
$
(697
)
 
$
(584
)
 
 
Transaction expenses
(10
)
 
(33
)
 
 
Gain (loss) on extinguishment of debt, net
30

 
(132
)
 
Total items that impact FFO comparability
$
(677
)
 
$
(749
)
 
Items that impact FFO comparability, net per share
$
(0.00
)
 
$
(0.00
)
 
 
 
 
 
 
 
 
 
Additional Disclosures
 
 
 
 
 
Straight-line rental income, net
$
5,036

 
$
3,097

 
 
Accretion of above- and below-market leases and tenant inducements, net
4,116

 
6,055

 
 
Straight-line ground rent expense (2)
(31
)
 
(30
)
 
 
 
 
 
 
 
 
 
Dividends declared per share
$
0.280

 
$
0.275

 
Share dividends declared
$
83,436

 
$
83,277

 
Share dividend payout ratio (as % of NAREIT FFO)
58.4
%
 
53.8
%
 
 
 
 
 
 
 
 
(1) The Company capitalized $3.0 million, or $0.01 per diluted share, of leasing payroll and legal costs during the three months ended March 31, 2018. In connection
with the Company’s adoption of ASC 842 on January 1, 2019, the Company is no longer capitalizing such costs.
(2) Straight-line ground rent expense is included in Operating costs on the Consolidated Statements of Operations.









 
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SAME PROPERTY NOI ANALYSIS
 
Unaudited, dollars in thousands
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
 
 
 
 
 
 
 
3/31/19
 
3/31/18
 
Change
 
 
Same Property NOI Analysis
 
 
 
 
 
 
 
 
Number of properties
 
420

 
420

 
—
 
 
Percent billed
 
87.5
%
 
89.5
%
 
(2.0%)
 
 
Percent leased
 
91.1
%
 
92.0
%
 
(0.9%)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues (1)
 
 
 
 
 
 
 
 
 
Base rent
 
$
209,706

 
$
206,364

 
 
 
 
 
Expense reimbursements
 
64,460

 
64,489

 
 
 
 
 
Revenues deemed uncollectible
 
(2,843
)
 
—

 
 
 
 
 
Ancillary and other rental income / Other revenues
 
5,123

 
3,561

 
 
 
 
 
Percentage rents
 
2,869

 
2,893

 
 
 
 
 
 
 
 
 
279,315

 
277,307

 
0.6%
 
 
Operating expenses
 
 
 
 
 
 
 
 
 
Operating costs
 
(30,888
)
 
(31,930
)
 
 
 
 
 
Real estate taxes
 
(43,001
)
 
(41,900
)
 
 
 
 
 
Provision for doubtful accounts
 
—

 
(2,153
)
 
 
 
 
 
 
 
 
 
(73,889
)
 
(75,983
)
 
(2.8%)
 
 
Same property NOI
 
$
205,426

 
$
201,324

 
2.0%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOI margin (1)(2)
 
73.5
%
 
73.2
%
 
 
 
 
Expense recovery ratio
 
87.2
%
 
87.3
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percent contribution to same property NOI growth:
 
 
 
 
 
 
 
 
 
 
 
 
 
Change
 
Percent Contribution
 
 
 
 
 
Base rent
 
$
3,342

 
1.6%
 
 
 
 
 
Revenues deemed uncollectible / Provision for doubtful accounts
 
(690
)
 
(0.3%)
 
 
 
 
 
Net recoveries
 
(88
)
 
(0.0%)
 
 
 
 
 
Ancillary and other rental income / Other revenues
 
1,562

 
0.7%
 
 
 
 
 
Percentage rents
 
(24
)
 
(0.0%)
 
 
 
 
 
 
 
 
 
 
 
2.0%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation of Net Income to Same Property NOI
 
 
 
 
Same property NOI
 
$
205,426

 
$
201,324

 
 
 
 
Adjustments:
 
 
 
 
 
 
 
 
 
Non-same property NOI
 
1,239

 
21,568

 
 
 
 
 
Lease termination fees
 
769

 
1,531

 
 
 
 
 
Straight-line rental income, net
 
5,036

 
3,097

 
 
 
 
 
Accretion of above- and below-market leases and tenant inducements, net
 
4,116

 
6,055

 
 
 
 
 
Straight-line ground rent expense
 
(31
)
 
(30
)
 
 
 
 
 
Depreciation and amortization
 
(85,395
)
 
(90,383
)
 
 
 
 
 
Impairment of real estate assets
 
(3,112
)
 
(15,902
)
 
 
 
 
 
General and administrative
 
(25,443
)
 
(22,426
)
 
 
 
 
 
Total other expense
 
(39,705
)
 
(43,812
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
$
62,900

 
$
61,022

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) In connection with the Company’s adoption of ASC 842 on January 1, 2019, Revenues is presented net of Revenues deemed uncollectible for the three months
ended March 31, 2019.
 
(2) NOI margin includes the impact of Revenues deemed uncollectible / Provision for doubtful accounts within Revenues for both periods presented.
 





 
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