EX-99.1 2 a3q2013earningsreleasev3_e.htm EXHIBIT 99.1 EARNINGS RELEASE 3Q2013EarningsReleaseV3_exhibits
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 THIRD QUARTER 2013 RESULTS
- PROVIDES 2014 GUIDANCE -

NEW YORK, DECEMBER 3, 2013 - Brixmor Property Group Inc. (NYSE: BRX) announced today its results of operations for the three and nine months ended September 30, 2013 for both its portfolio as it existed prior to the Company’s initial public offering (“IPO”) completed on November 4, 2013 (the “Historical Portfolio”) and on a pro forma basis giving effect to the IPO. The Company is also providing certain property related performance data for its IPO portfolio.

“The completion of our IPO is a significant milestone for our Company and points us towards executing our growth strategy as the largest pure play, wholly-owned shopping center portfolio,” stated Michael Carroll, Chief Executive Officer. “We are confident that we will build on current momentum, capitalizing on below-market expiring rents and driving occupancy as well as anchor space repositioning and redevelopment, while strengthening our balance sheet.”

IPO Portfolio Third Quarter 2013 Operating Highlights
Occupancy increased by 50 basis points to 92.1% from 91.6% at June 30, 2013, up 90 basis points from the same period in 2012;
Same Property NOI increased 3.5% for the quarter and 4.0% year-to-date from the same period in 2012;
Executed 640 new and renewal leases for 4.1 million square feet, including 217 new leases totaling 1.0 million square feet and 423 renewals and options totaling 3.1 million square feet;
Including 12 new anchor leases for spaces over 20,000 square feet totaling approximately 382,000 square feet and
Achieved positive blended lease spreads of 11.5%, new lease spreads of 50.9% and renewal and option spreads of 7.6%.

Dividend
The Company’s Board of Directors declared a quarterly cash dividend of $0.20 per common share (equivalent to $0.80 per annum). The initial quarterly dividend has been 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 is payable on January 15, 2014 to stockholders of record on January 6, 2014, representing an ex-dividend date of January 2, 2014.



i


Financial Highlights
For the third quarter of 2013, Brixmor reported Funds from Operations (“FFO”) on a pro forma basis of $131.7 million, or $0.43 per diluted share. FFO as adjusted, which excludes certain transactional income and expenses, impairments and non-operating gains, for the same period was $130.2 million on a pro forma basis, or $0.43 per diluted share. Net income attributable to common stockholders for the three month period ended September 30, 2013 was $11.5 million on a pro forma basis, or $0.05 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 nine months ended September 30, 2013, Brixmor reported FFO on a pro forma basis of $374.1 million, or $1.23 per diluted share. FFO as adjusted for the same period was $373.6 million on a pro forma basis, or $1.23 per diluted share. Net income attributable to common stockholders for the nine month period was $15.4 million on a pro forma basis, or $0.07 per diluted share.

For the third quarter of 2013, Brixmor reported net loss attributable to common stockholders for its Historical Portfolio of ($18.8) million, or ($0.10) per diluted share. For the nine months ended September 30, 2013, Brixmor reported net loss attributable to common stockholders for its Historical Portfolio of ($81.6) million, or ($0.45) 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 non-core properties (the “Excluded Properties”).

The Company’s Historical Portfolio represents all properties owned prior to the IPO. For all periods prior to the IPO, the Company’s condensed consolidated statements of operations reflect the Company’s Historical Portfolio and do not reflect the effects of the IPO and associated transactions. 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 (as described below), 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 September 30, 2013 for the purpose of the unaudited pro forma condensed consolidated balance sheet and as of January 1, 2013 for the purpose of the unaudited pro forma condensed consolidated statements of operations.


Balance Sheet
At completion of the IPO, the Company issued approximately 47.4 million shares of common stock at an initial public offering price of $20.00 per share, including the full exercise of the underwriter’s option to purchase additional shares, raising aggregate net proceeds of approximately $891.3 million, after deducting $57.4 million in underwriting discounts, expenses and transaction costs. Upon completion of the IPO, the Company had approximately 304.2 million shares outstanding on a fully diluted basis. Of the total proceeds received, $824.7 million was used to pay down amounts outstanding under the Company's unsecured credit facility described below.

Prior to the IPO, on July 16, 2013, the Company put in place a $2.75 billion unsecured credit facility, consisting of a $1.50 billion term loan facility, which will mature on July 31, 2018 and a $1.25 billion revolving credit facility, which will mature on July 31, 2017, with a one-year extension option. The term loan portion of the unsecured credit facility currently bears interest at 1.60% plus LIBOR per annum based on a total leverage based grid. In September 2013, the Company swapped the LIBOR portion of the term loan for three years at 0.84%. Therefore, the all-in interest rate is

ii


2.44%.  The revolving credit facility currently bears interest at 1.60% plus LIBOR per annum based on a total leverage based grid.  Concurrent with the close of the IPO, the revolving credit facility was repaid in full and the outstanding balance on the term loan was $1.50 billion.

Guidance
The Company expects to generate FFO per common share - diluted of $1.80 to $1.84 in 2014. Estimated 2013 and 2014 earnings and portfolio metrics are as follows:

 
4Q2013E
 
2013E
 
2014E
 
 
FFO per common share - diluted
 
 
 
 
$1.80 - $1.84
 
 
Same property NOI
3.8 - 3.9%
 
3.9 - 4.0%
 
3.7 - 4.1%
 
 
Percent leased (at year-end)
 
 
92.1%
 
93.0 - 93.5%
 
 
Leasing related capital expenditures, including anchor space repositioning and redevelopment
 
 
$125 - $130M
 
$130 - $140M
 
 

Conference Call and Supplemental Information
The Company will host a teleconference on Wednesday, December 4, 2013 at 11:00 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: 3076178). 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 December 18, 2013 by dialing 877.344.7529 (domestic) or 412.317.0088 (International) (Passcode: 10037203) or via the web through December 4, 2014 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 and FFO as Adjusted
FFO is calculated as the sum of 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. 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.


iii


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-/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 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 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
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

 
Pro Forma
 
Historical Portfolio
 
(Unaudited)
 
(Unaudited)
 
 
 
9/30/13
 
9/30/13
 
12/31/12
Assets
 
 
 
 
 
Real estate
 
 
 
 
 
Land
$
2,017,116

 
$
1,904,533

 
$
1,915,667

Buildings and improvements
8,558,700

 
8,017,597

 
7,978,759

 
10,575,816

 
9,922,130

 
9,894,426

Accumulated depreciation and amortization
(1,057,076
)
 
(1,085,671
)
 
(796,296
)
Real estate, net
9,518,740

 
8,836,459

 
9,098,130

Investments in and advances to unconsolidated joint ventures
5,173

 
9,155

 
16,038

Cash and cash equivalents
135,643

 
137,376

 
103,098

Restricted cash
89,059

 
82,123

 
90,160

Marketable securities
22,962

 
22,962

 
24,883

Receivables, net
172,371

 
178,304

 
156,944

Deferred charges and prepaid expenses, net
110,484

 
104,875

 
95,118

Other assets
14,480

 
33,621

 
19,358

Total assets
$
10,068,912

 
$
9,404,875

 
$
9,603,729

 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
Debt obligations, net
$
6,058,530

 
$
6,477,257

 
$
6,499,356

Financing liabilities, net
172,978

 
172,978

 
174,440

Accounts payable, accrued expenses and other liabilities
667,393

 
606,163

 
632,112

Total liabilities
6,898,901

 
7,256,398

 
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, issued and outstanding 125 shares

 

 

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

 
1,822

 
1,822

Additional paid in capital
2,733,200

 
1,749,040

 
1,746,271

Accumulated other comprehensive loss
(7,732
)
 
(7,732
)
 
(39
)
Distributions in excess of accumulated loss
(342,592
)
 
(136,524
)
 
(26,559
)
Total stockholders' equity
2,385,173

 
1,606,606

 
1,721,495

Non-controlling interests
763,371

 
520,404

 
554,859

Total equity
3,148,544

 
2,127,010

 
2,276,354

Total liabilities and equity
$
10,068,912

 
$
9,404,875

 
$
9,603,729



v


BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, dollars in thousands, except per share amounts)
 
Pro Forma
 
Historical Portfolio
 
Three Months Ended
 
Nine Months Ended
 
Three Months Ended
 
Nine Months Ended
 
9/30/13
 
9/30/13
 
9/30/12
 
9/30/13
 
9/30/12
Revenues
 
 
 
 
 
 
 
 
 
 
 
Rental income
$
238,418

 
$
702,086

 
$
228,775

 
$
220,243

 
$
670,781

 
$
653,226

Expense reimbursements
64,803

 
191,771

 
62,227

 
57,754

 
184,808

 
173,298

Other revenues
2,360

 
8,286

 
2,366

 
2,495

 
8,333

 
8,622

Total revenues
305,581

 
902,143

 
293,368

 
280,492

 
863,922

 
835,146

 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses
 
 
 
 
 
 
 
 
 
 
 
Operating costs
30,427

 
92,235

 
29,267

 
29,983

 
89,760

 
91,186

Real estate taxes
44,057

 
131,485

 
43,656

 
39,888

 
129,856

 
121,006

Depreciation and amortization
116,954

 
355,161

 
110,582

 
121,494

 
336,239

 
379,381

Provision for doubtful accounts
3,113

 
8,296

 
3,314

 
3,003

 
8,641

 
8,791

Impairment of real estate assets

 
1,531

 

 

 
29,113

 

General and administrative
20,504

 
62,824

 
23,605

 
20,506

 
65,401

 
67,031

Total operating expenses
215,055

 
651,532

 
210,424

 
214,874

 
659,010

 
667,395

 
 
 
 
 
 
 
 
 
 
 
 
Other income (expense)
 
 
 
 
 
 
 
 
 
 
 
Dividends and interest
212

 
636

 
209

 
281

 
628

 
864

Interest expense
(76,115
)
 
(227,892
)
 
(86,134
)
 
(97,385
)
 
(276,005
)
 
(290,396
)
Gain on sales of real estate assets and acquisition of joint venture interest
1,502

 
2,062

 
1,502

 

 
2,223

 
50

Other
(807
)
 
(4,900
)
 
(22,231
)
 
(1,754
)
 
(26,912
)
 
(4,771
)
Total other income (expense)
(75,208
)
 
(230,094
)
 
(106,654
)
 
(98,858
)
 
(300,066
)
 
(294,253
)
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) before equity in income of unconsolidated joint ventures
15,318

 
20,517

 
(23,710
)
 
(33,240
)
 
(95,154
)
 
(126,502
)
Equity in income of unconsolidated joint ventures
203

 
833

 
247

 
118

 
1,001

 
686

Income (loss) from continuing operations
15,521

 
21,350

 
(23,463
)
 
(33,122
)
 
(94,153
)
 
(125,816
)
 
 
 
 
 
 
 
 
 
 
 
 
Discontinued operations:
 
 
 
 
 
 
 
 
 
 
 
Income from discontinued operations

 

 
191

 
296

 
418

 
105

Gain on disposition of operating properties

 

 

 
3,315

 
2,631

 
4,544

Impairment on real estate held for sale

 

 
(1,283
)
 
(7,635
)
 
(15,741
)
 
(10,545
)
Loss from discontinued operations

 

 
(1,092
)
 
(4,024
)
 
(12,692
)
 
(5,896
)
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
15,521

 
21,350

 
(24,555
)
 
(37,146
)
 
(106,845
)
 
(131,712
)
Non-controlling interests
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to non-controlling interests
(4,065
)
 
(6,000
)
 
5,716

 
8,798

 
25,248

 
31,334

 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to common stockholders
$
11,456

 
$
15,350

 
$
(18,839
)
 
$
(28,348
)
 
$
(81,597
)
 
$
(100,378
)
 
 
 
 
 
 
 
 
 
 
 
 
Per common share:
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from continuing operations:
 
 
 
 
 
 
 
 
 
 
 
Basic
$
0.05

 
$
0.07

 
$
(0.10
)
 
$
(0.14
)
 
$
(0.40
)
 
$
(0.53
)
Diluted
$
0.05

 
$
0.07

 
$
(0.10
)
 
$
(0.14
)
 
$
(0.40
)
 
$
(0.53
)
Net income (loss) attributable to common stockholders:
 
 
 
 
 
 
 
 
 
 
 
Basic
$
0.05

 
$
0.07

 
$
(0.10
)
 
$
(0.16
)
 
$
(0.45
)
 
$
(0.55
)
Diluted
$
0.05

 
$
0.07

 
$
(0.10
)
 
$
(0.16
)
 
$
(0.45
)
 
$
(0.55
)
Weighted average common outstanding shares:
 
 
 
 
 
 
 
 
 
 
 
Basic
229,680

 
229,680

 
182,242

 
182,242

 
182,242

 
182,242

Diluted
304,221

 
304,221

 
240,905

 
240,905

 
240,905

 
240,905




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
 
Historical Portfolio
 
Three Months Ended 9/30/13
 
 
Nine Months Ended 9/30/13
 
 
Three Months Ended
 
Nine Months Ended
 
 
 
9/30/13
 
9/30/12
 
9/30/13
 
9/30/12
Net income (loss)
$
15,521

 
$
21,350

 
$
(24,555
)
 
$
(37,146
)
 
$
(106,845
)
 
$
(131,712
)
Gain on disposition of operating properties

 

 

 
(3,315
)
 
(2,631
)
 
(4,544
)
Loss on disposition of unconsolidated joint venture operating properties

 

 

 

 

 
96

Depreciation and amortization-real estate related-continuing operations
116,455

 
353,653

 
110,083

 
120,862

 
334,731

 
377,244

Depreciation and amortization-real estate related-discontinued operations

 

 
380

 
1,764

 
2,106

 
6,408

Depreciation and amortization-real estate related-unconsolidated joint ventures
42

 
113

 
7

 
170

 
167

 
694

Impairment of operating properties

 

 
1,283

 
7,635

 
41,783

 
10,545

Net loss attributable to non-controlling interests not convertible into common stock
(347
)
 
(1,017
)
 
(347
)
 
(326
)
 
(1,018
)
 
(978
)
FFO
$
131,671

 
$
374,099


$
86,851


$
89,644

 
$
268,293

 
$
257,753

Gains from land sales and acquisition of joint venture interest
(1,502
)
 
(2,062
)
 
(1,502
)
 

 
(2,223
)
 
(50
)
Impairment of land parcels

 
1,531

 

 

 
3,071

 

Total adjustments
(1,502
)
 
(531
)
 
(1,502
)
 

 
848

 
(50
)
FFO as adjusted
$
130,169

 
$
373,568

 
$
85,349

 
$
89,644

 
$
269,141

 
$
257,703

 
 
 
 
 
 
 
 
 
 
 
 
FFO per common share/OP unit - diluted
$
0.43

 
$
1.23

 
$
0.36

 
$
0.37

 
$
1.11

 
$
1.07

FFO as adjusted per common share/OP unit - diluted
$
0.43

 
$
1.23

 
$
0.35

 
$
0.37

 
$
1.12

 
$
1.07

Weighted average shares/OP units outstanding -diluted
304,221

 
304,221

 
240,905

 
240,905

 
240,905

 
240,905



BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
RECONCILIATION OF THE RANGE OF 2014 ESTIMATED FFO PER COMMON SHARE - DILUTED TO
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS
(Unaudited, dollars in millions, except per share amounts)

 
2014E
 
2014E Per Common Share Diluted
Net income attributable to common stockholders
$82 - $87
 
$0.27 - $0.29
Depreciation and amortization
($466 - $472)
 
($1.53 - $1.55)
FFO
$548 - $559
 
$1.80 - $1.84


vii


BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP BALANCE SHEET TO PRO FORMA BALANCE SHEET
(Unaudited, dollars in thousands)
 
 
 
 
 
 
 
 
 
Historical Portfolio
 
 
 
Pro Forma
 
 
9/30/13
 
Adjustments
 
9/30/13
Assets
 
 
 
 
 
 
Real estate
 
 
 
 
 
 
   Land
$
1,904,533

 
$
112,583

 
$
2,017,116

 
   Buildings and improvements
8,017,597

 
541,103

 
8,558,700

 
 
9,922,130

 
653,686

 
10,575,816

 
   Accumulated depreciation and amortization
(1,085,671
)
 
28,595

 
(1,057,076
)
 
Real estate, net
8,836,459

 
682,281

 
9,518,740

 
Investments in and advances to unconsolidated joint ventures
9,155

 
(3,982
)
 
5,173

 
Cash and cash equivalents
137,376

 
(1,733
)
 
135,643

 
Restricted cash
82,123

 
6,936

 
89,059

 
Marketable securities
22,962

 

 
22,962

 
Receivables, net
178,304

 
(5,933
)
 
172,371

 
Deferred charges and prepaid expenses, net
104,875

 
5,609

 
110,484

 
Other assets
33,621

 
(19,141
)
 
14,480

Total assets
$
9,404,875

 
$
664,037

 
$
10,068,912

 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
Debt obligations, net
$
6,477,257

 
$
(418,727
)
 
$
6,058,530

 
Financing liabilities, net
172,978

 

 
172,978

 
Accounts payable, accrued expenses and other liabilities
606,163

 
61,230

 
667,393

Total liabilities
7,256,398

 
(357,497
)
 
6,898,901

 
 
 
 
 
 
 
Redeemable non-controlling interests
21,467

 

 
21,467

Commitments and contingencies

 

 

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

 

 

 
Common stock, $0.01 par value, authorized 3,000,000,000 shares, issued and outstanding 182,242,460 shares
1,822

 
475

 
2,297

 
Additional paid in capital
1,749,040

 
984,160

 
2,733,200

 
Accumulated other comprehensive loss
(7,732
)
 

 
(7,732
)
 
Distributions in excess of accumulated loss
(136,524
)
 
(206,068
)
 
(342,592
)
Total stockholders' equity
1,606,606

 
778,567

 
2,385,173

 
Non-controlling interests
520,404

 
242,967

 
763,371

Total equity
2,127,010

 
1,021,534

 
3,148,544

Total liabilities and equity
$
9,404,875

 
$
664,037

 
$
10,068,912



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 9/30/13
 
Nine Months Ended 9/30/13
 
Historical
 
 
 
 
 
Historical
 
 
 
 
 
Portfolio
 
Adjustments
 
Pro Forma
 
Portfolio
 
Adjustments
 
Pro Forma
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
 
 
 
 
   Rental income
$
228,775

 
$
9,643

 
$
238,418

 
$
670,781

 
$
31,305

 
$
702,086

   Expense reimbursements
62,227

 
2,576

 
64,803

 
184,808

 
6,963

 
191,771

   Other revenues
2,366

 
(6
)
 
2,360

 
8,333

 
(47
)
 
8,286

Total revenues
293,368

 
12,213

 
305,581

 
863,922

 
38,221

 
902,143

 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses
 
 
 
 
 
 
 
 
 
 
 
   Operating costs
29,267

 
1,160

 
30,427

 
89,760

 
2,475

 
92,235

   Real estate taxes
43,656

 
401

 
44,057

 
129,856

 
1,629

 
131,485

   Depreciation and amortization
110,582

 
6,372

 
116,954

 
336,239

 
18,922

 
355,161

   Provision for doubtful accounts
3,314

 
(201
)
 
3,113

 
8,641

 
(345
)
 
8,296

   Impairment of real estate assets

 

 

 
29,113

 
(27,582
)
 
1,531

   General and administrative
23,605

 
(3,101
)
 
20,504

 
65,401

 
(2,577
)
 
62,824

Total operating expenses
210,424

 
4,631

 
215,055

 
659,010

 
(7,478
)
 
651,532

 
 
 
 
 
 
 
 
 
 
 
 
Other income (expense)
 
 
 
 
 
 
 
 
 
 
 
   Dividends and interest
209

 
3

 
212

 
628

 
8

 
636

   Interest expense
(86,134
)
 
10,019

 
(76,115
)
 
(276,005
)
 
48,113

 
(227,892
)
   Gain on sale of real estate assets and acquisition of joint venture interest
1,502

 

 
1,502

 
2,223

 
(161
)
 
2,062

   Other
(22,231
)
 
21,424

 
(807
)
 
(26,912
)
 
22,012

 
(4,900
)
Total other income (expense)
(106,654
)
 
31,446

 
(75,208
)
 
(300,066
)
 
69,972

 
(230,094
)
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) before equity in income of unconsolidated joint ventures
(23,710
)
 
39,028

 
15,318

 
(95,154
)
 
115,671

 
20,517

Equity in income of unconsolidated joint ventures
247

 
(44
)
 
203

 
1,001

 
(168
)
 
833

Income (loss) from continuing operations
(23,463
)
 
38,984

 
15,521

 
(94,153
)
 
115,503

 
21,350

 
 
 
 
 
 
 
 
 
 
 
 
Discontinued operations
 
 
 
 
 
 
 
 
 
 
 
   Income from discontinued operations
191

 
(191
)
 

 
418

 
(418
)
 

   Gain on disposition of operating properties

 

 

 
2,631

 
(2,631
)
 

   Impairment on real estate held for sale
(1,283
)
 
1,283

 

 
(15,741
)
 
15,741

 

Loss from discontinued operations
(1,092
)
 
1,092

 

 
(12,692
)
 
12,692

 

 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
(24,555
)
 
40,076

 
15,521

 
(106,845
)
 
128,195

 
21,350

Non-controlling interests
 
 
 
 
 
 
 
 
 
 
 
   Net income (loss) attributable to non-controlling interests
5,716

 
(9,781
)
 
(4,065
)
 
25,248

 
(31,248
)
 
(6,000
)
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to common stockholders
$
(18,839
)
 
$
30,295

 
$
11,456

 
$
(81,597
)
 
$
96,947

 
$
15,350

 
 
 
 
 
 
 
 
 
 
 
 
Per common share:
 
 
 
 
 
 
 
 
 
 
 
   Income (loss) from continuing operations:
 
 
 
 
 
 
 
 
 
 
 
      Basic
$
(0.10
)
 
$
0.15

 
$
0.05

 
$
(0.40
)
 
$
0.47

 
$
0.07

      Diluted
$
(0.10
)
 
$
0.15

 
$
0.05

 
$
(0.40
)
 
$
0.47

 
$
0.07

   Net income (loss) attributable to common stockholders:
 
 
 
 
 
 
 
 
 
 
 
      Basic
$
(0.10
)
 
$
0.15

 
$
0.05

 
$
(0.45
)
 
$
0.52

 
$
0.07

      Diluted
$
(0.10
)
 
$
0.15

 
$
0.05

 
$
(0.45
)
 
$
0.52

 
$
0.07

   Weighted average common outstanding shares:
 
 
 
 
 
 
 
 
 
 
 
      Basic
182,242

 
47,438

 
229,680

 
182,242

 
47,438

 
229,680

      Diluted
240,905

 
63,316

 
304,221

 
240,905

 
63,316

 
304,221





ix