EX-99.1 2 bpg8k05072014ex991.htm EX99.1 1Q2014 EarningsRelease
Exhibit 99.1
420 Lexington Avenue New York, NY 10170 800.468.7526





FOR IMMEDIATE RELEASE
CONTACT:
Stacy Slater                            
Senior Vice President, Investor Relations            
800.468.7526                             
stacy.slater@brixmor.com

BRIXMOR PROPERTY GROUP REPORTS FIRST QUARTER 2014 RESULTS
- Achieves Same Property NOI Growth of 3.8% -
- Increases FFO per Share by 10.0% -

NEW YORK, MAY 7, 2014 - Brixmor Property Group Inc. (NYSE: BRX) announced today its results of operations for the first quarter ended March 31, 2014.

First Quarter 2014 Operating Highlights - IPO Portfolio

 
 
Three Months Ended
 
 
 
 
3/31/2014
 
3/31/2013
 
Change
Percent leased
 
92.3%
 
91.2%
 
+110 basis points
Percent leased: anchors (≥ 10K SF)
 
96.7%
 
96.1%
 
+60 basis points
Percent leased: small shop (< 10K SF)
 
81.9%
 
80.0%
 
+190 basis points
New lease average annualized base rent (“ABR”) / SF
 
$15.18
 
$12.10
 
+25.5%
Total rent spread (cash)
 
11.3%
 
7.6%
 
+370 basis points

“We kicked-off 2014 by delivering another strong quarter of same property NOI growth and increasing our ABR per square foot at an accelerated rate,” stated Michael Carroll, Chief Executive Officer. “In addition, we executed new leases at over $15.00 per square foot for the second quarter in a row, highlighting the vast mark-to-market opportunity based on our portfolio average ABR of $12.01 per square foot. We continue to focus on lease-up and investment in our portfolio to drive rents, as well as to proactively upgrade our merchandise mix and tenant quality as we leverage the supply constrained environment. As the substantial volume of anchor leases executed over the past few years continues to open and drive traffic, we see further opportunity to ramp up our small shop leasing.”

Dividend
The Company’s Board of Directors declared a quarterly cash dividend of $0.20 per common share (equivalent to $0.80 per annum) for the second quarter of 2014. The dividend is payable on July 15, 2014 to stockholders of record on July 3, 2014, representing an ex-dividend date of July 1, 2014.

Financial Highlights
For the first quarter of 2014, Brixmor reported funds from operations (“FFO”) on a pro forma basis of $132.7 million, or $0.44 per diluted share, up 10.0% on a diluted per share basis from $120.7 million, or $0.40 per diluted share, on a pro forma basis in the first quarter of 2013. FFO includes approximately $2.3 million, or ($0.01) per diluted share,

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420 Lexington Avenue New York, NY 10170 800.468.7526


of costs related to the early prepayment of debt. Net income attributable to common stockholders for the three month period ended March 31, 2014 was $15.4 million on a pro forma basis, or $0.07 per diluted share, compared with a loss of ($1.7) million, or ($0.01) per diluted share, on a pro forma basis in the first quarter of 2013. See “IPO Portfolio” below for more information on pro forma results of operations.

For the first quarter of 2014, Brixmor reported net income attributable to common stockholders (actual results) of $15.4 million, or $0.07 per diluted share.

Same Property NOI for the first quarter increased 3.8% from the comparable 2013 period primarily due to growth in rental income driven by a 100 basis point year-over-year increase in billed occupancy and improved leasing spreads. In addition, ABR per square foot for the portfolio increased at the fastest rate on record to $12.01 at March 31, 2014 from $11.93 at December 31, 2013 and from $11.79 in the year ago period.

Capital Structure
On March 18, 2014, the Company closed on a new five-year $600 million unsecured term loan facility, which bears interest at a rate per annum equal to, at the Company’s option, the base rate or LIBOR, plus an applicable margin based on the Company’s total leverage ratio. The initial interest rate is a rate per annum equal to LIBOR plus 1.45% based on the Company's December 31, 2013 total leverage ratio of 45.6%. The term loan facility has an accordion feature allowing the Company to borrow up to an additional $250 million, for a total commitment of up to $850 million. The Company has the ability to prepay the term loan under the facility without premium or penalty any time prior to maturity. Net proceeds from the term loan facility were used to pay-down $597 million of outstanding balances under the Company’s $1.25 billion revolving credit facility, which had been utilized to repay a similar level of secured borrowings as part of the Company’s ongoing program to reduce secured debt and increase financial flexibility. At March 31, 2014, the Company had increased its unencumbered asset pool to 48.5% of its properties from 39.5% at December 31, 2013.

Michael Carroll, Chief Executive Officer, added, “The completion of the new $600 million unsecured term loan facility this quarter at attractive pricing and with strong support from the institutional lending community is an important step as we continue to evolve our balance sheet towards investment grade.”

Guidance
The Company’s previously provided expectations for 2014 earnings and portfolio metrics are on page 50 of its Supplemental Disclosure and the Company is affirming such guidance. See “Conference Call and Supplemental Information” below for more information on the Company’s Supplemental Disclosure.

IPO Portfolio
In connection with the Company’s initial public offering (the “IPO”), the Company acquired interests in 43 properties (the “Acquired Properties”) from certain investment funds affiliated with The Blackstone Group L.P. (“Blackstone”). Also in connection with the IPO, the Company issued to certain funds affiliated with Blackstone and Centerbridge Partners L.P. (the "pre-IPO owners") an interest in its Operating Partnership allocating to these pre-IPO owners all of the economic consequences of ownership of 47 excluded properties (the “Excluded Properties”).


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420 Lexington Avenue New York, NY 10170 800.468.7526


The Company’s IPO Portfolio includes all properties owned as of the completion of the IPO, including the Acquired Properties and excluding the Excluded Properties, and will constitute the go forward properties owned by the Company. The IPO Portfolio performance is captured in the pro forma results. These results reflect the impact of the transactions associated with the IPO, including (i) the contribution of the Acquired Properties, (ii) the distribution of the Excluded Properties, (iii) the acquisition of the interest not already held in Arapahoe Crossings L.P., (iv) borrowings under the unsecured credit facility, including the use thereof, and (v) the net proceeds from the IPO, including the use thereof. The pro forma adjustments associated with these transactions assume that each transaction was completed as of December 31, 2013 for the purpose of the unaudited pro forma consolidated balance sheet and as of January 1, 2014 and January 1, 2013, respectively, for the purpose of the unaudited pro forma consolidated statements of operations. A reconciliation of pro forma results of operations is presented in the attached table.

Conference Call and Supplemental Information
The Company will host a teleconference on Thursday, May 8, 2014 at 1:00 PM ET.   To participate, please dial 888.317.6003 (domestic) or 412.317.6061 (international) at least ten minutes prior to the scheduled start of the call (Passcode: 6815852).  The teleconference can also be accessed via a live webcast at www.brixmor.com in the Investors section. A replay of the teleconference will be available through midnight ET on May 22, 2014 by dialing 877.344.7529 (domestic) or 412.317.0088 (international) (Passcode: 10042116) or via the web through May 8, 2015 at www.brixmor.com in the Investors section.

The Company’s Supplemental Disclosure will be posted at www.brixmor.com in the Investors section. These materials are also available to all interested parties upon request to the Company at investorrelations@brixmor.com or 800.468.7526.

Non-GAAP Disclosures
FFO
FFO is calculated as the sum of net income (loss) in accordance with generally accepted accounting principles in the United States of America (“GAAP”), excluding (i) gain (loss) on disposition of operating properties, and (ii) extraordinary items, plus (iii) depreciation and amortization of operating properties, (iv) impairment of operating properties and real estate equity investments, (v) after adjustments for joint ventures calculated to reflect funds from operations on the same basis, and (vi) after adjustments attributable to non-controlling interests not convertible into common stock. A reconciliation of net income (loss) to FFO is presented in the attached table.

FFO is a supplemental, non-GAAP measure utilized to evaluate the operating performance of real estate companies. It is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs. FFO should not be considered as an alternative to net income (determined in accordance with GAAP) as an indicator of financial performance and is not an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of liquidity. Non-GAAP financial measures have limitations as they do not include all items of income and expense that affect operations, and accordingly, should always be considered as supplemental to financial results presented in accordance with GAAP. Computation of FFO may differ in certain respects from the methodology utilized by other REITs and, therefore, may not be comparable to such other REITs. Investors are cautioned that items excluded from FFO are significant components in understanding and addressing financial performance.


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420 Lexington Avenue New York, NY 10170 800.468.7526


Same Property NOI
Same property net operating income (“same property NOI”) is calculated (using properties owned as of the end of both reporting periods and for the entirety of both periods excluding properties classified as discontinued operations), as rental income (minimum rent, percentage rents, tenant recoveries and other property income) less rental operating expenses (property operating expenses, real estate taxes and bad debt expense) of the properties owned by Brixmor. Same property NOI excludes corporate level income (including transaction and other fees), lease termination income, straight-line rent and amortization of above-/below-market leases of the same property pool from the prior year reporting period to the current year reporting period.

Same property NOI is a supplemental, non-GAAP financial measure utilized to evaluate the operating performance of real estate companies and is frequently used by securities analysts, investors and other interested parties in understanding business and operating results regarding the underlying economics of Brixmor's business operations. It includes only the net operating income of properties owned for the full period presented, which eliminates disparities in net income due to the acquisition or disposition of properties during the period presented, and therefore, provides a more consistent metric for comparing the performance of properties. Management uses same property NOI to review operating results for comparative purposes with respect to previous periods or forecasts, and also to evaluate future prospects. Same property NOI is not intended to be a performance measure that should be regarded as an alternative to, or more meaningful than, net income (determined in accordance with GAAP) or other GAAP financial measures. Non-GAAP financial measures have limitations as they do not include all items of income and expense that affect operations, and accordingly, should always be considered as supplemental to financial results presented in accordance with GAAP.  Computation of same property NOI may differ in certain respects from the methodology utilized by other REITs and, therefore, may not be comparable to such other REITs.

About Brixmor Property Group
Brixmor owns and operates the nation's largest wholly owned portfolio of grocery-anchored community and neighborhood shopping centers, with 522 properties aggregating approximately 87 million square feet of gross leasable area located primarily across the top 50 U.S. metro markets. Brixmor leverages its national footprint, local market knowledge and operational expertise to support the growth of its retail tenants. The Company is focused on maximizing the value of its portfolio through its extensive leasing capabilities and anchor space repositioning / redevelopment platform. Headquartered in New York City, the Company is the largest landlord to The TJX Companies and The Kroger Company. For additional information, please visit www.brixmor.com.

Safe Harbor Language
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include, but are not limited to, statements related to the Company’s expectations regarding the performance of its business, its financial results, its liquidity and capital resources and other non-historical statements. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on March 12, 2014, as such factors may be updated from time

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420 Lexington Avenue New York, NY 10170 800.468.7526


to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in the Company’s filings with the SEC. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

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420 Lexington Avenue New York, NY 10170 800.468.7526


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

 
 
 
 
Actual Results
 
Pro Forma
 
 
 
 
3/31/14
 
12/31/13
 
12/31/13
Assets
 
 
 
 
 
 
 
Real estate
 
 
 
 
 
 
 
 
Land
 
$
1,998,902

 
$
2,055,802

 
$
1,989,160

 
 
Buildings and improvements
 
8,674,870

 
8,781,926

 
8,654,899

 
 
 
 
10,673,772

 
10,837,728

 
10,644,059

 
 
Accumulated depreciation and amortization
 
(1,260,355
)
 
(1,190,170
)
 
(1,160,478
)
 
Real estate, net
 
9,413,417

 
9,647,558

 
9,483,581

 
Investments in and advances to unconsolidated joint ventures
 
5,087

 
9,205

 
5,171

 
Cash and cash equivalents
 
55,696

 
113,915

 
95,332

 
Restricted cash
 
65,417

 
75,457

 
74,847

 
Marketable securities
 
25,414

 
22,104

 
22,104

 
Receivables, net
 
167,780

 
178,505

 
175,584

 
Deferred charges and prepaid expenses, net
 
104,393

 
105,522

 
103,237

 
Other assets
 
13,605

 
19,650

 
14,043

Total assets
 
$
9,850,809

 
$
10,171,916

 
$
9,973,899

 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
Debt obligations, net
 
$
5,975,891

 
$
5,981,289

 
$
5,965,307

 
Financing liabilities, net
 
121,470

 
175,111

 
175,111

 
Accounts payable, accrued expenses and other liabilities
 
660,826

 
709,529

 
701,495

Total liabilities
 
6,758,187

 
6,865,929

 
6,841,913

 
 
 
 
 
 
 
 
 
Redeemable non-controlling interests
 
21,467

 
21,467

 
21,467

Commitments and contingencies
 

 

 

 
 
 
 
 
 
 
 
 
Equity
 
 
 
 
 
 
 
Common stock, $0.01 par value, authorized 3,000,000,000 shares, 229,689,960 shares outstanding
 
2,297

 
2,297

 
2,297

 
Additional paid in capital
 
2,551,947

 
2,543,690

 
2,543,690

 
Accumulated other comprehensive loss
 
(6,608
)
 
(6,812
)
 
(6,812
)
 
Distributions and accumulated losses
 
(227,323
)
 
(196,707
)
 
(196,707
)
Total stockholders’ equity
 
2,320,313

 
2,342,468

 
2,342,468

 
Non-controlling interests
 
750,842

 
942,052

 
768,051

Total equity
 
3,071,155

 
3,284,520

 
3,110,519

Total liabilities and equity
 
$
9,850,809

 
$
10,171,916

 
$
9,973,899



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420 Lexington Avenue New York, NY 10170 800.468.7526


BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, dollars in thousands, except per share amounts)

 
 
 
Pro Forma
 
Actual Results
 
 
 
Three Months Ended
 
Three Months Ended
 
 
 
3/31/14
 
3/31/13
 
3/31/14
 
3/31/13
Revenues
 
 
 
 
 
 
 
 
 
Rental income
 
$
237,260

 
$
231,329

 
$
237,260

 
$
214,558

 
Expense reimbursements
 
68,623

 
63,674

 
68,623

 
59,603

 
Other revenues
 
1,813

 
2,404

 
1,813

 
3,157

Total revenues
 
307,696

 
297,407

 
307,696

 
277,318

 
 
 
 

 
 

 
 

 
 

Operating expenses
 
 

 
 

 
 

 
 

 
Operating costs
 
34,888

 
32,204

 
34,888

 
29,846

 
Real estate taxes
 
44,446

 
44,064

 
44,446

 
41,700

 
Depreciation and amortization
 
113,268

 
123,371

 
113,268

 
111,777

 
Provision for doubtful accounts
 
2,877

 
2,478

 
2,877

 
2,324

 
General and administrative
 
19,658

 
23,395

 
19,658

 
23,068

Total operating expenses
 
215,137

 
225,512

 
215,137

 
208,715

 
 
 
 
 
 
 
 
 
 
Other income (expense)
 
 
 
 
 
 
 
 
 
Dividends and interest
 
108

 
183

 
108

 
181

 
Interest expense
 
(67,966
)
 
(72,960
)
 
(67,966
)
 
(91,871
)
 
Gain (loss) on sale of real estate assets
 
378

 
(161
)
 
378

 

 
Gain (loss) on extinguishment of debt, net
 
(2,276
)
 

 
(2,276
)
 
2,150

 
Other
 
(2,161
)
 
(960
)
 
(2,161
)
 
(960
)
Total other income (expense)
 
(71,917
)
 
(73,898
)
 
(71,917
)
 
(90,500
)
 
 
 
 

 
 

 
 

 
 

Income (loss) before equity in income of unconsolidated joint ventures
 
20,642

 
(2,003
)
 
20,642

 
(21,897
)
Equity in income of unconsolidated joint ventures
 
78

 
57

 
65

 
247

Gain on disposal of investments in unconsolidated joint ventures
 

 

 
1,820

 

Income (loss) from continuing operations
 
20,720

 
(1,946
)
 
22,527

 
(21,650
)
 
 
 
 
 
 
 
 
 
 
Discontinued operations
 
 
 
 
 
 
 
 
 
Income (loss) from discontinued operations
 

 

 
4,787

 
(763
)
 
Gain on disposition of operating properties
 

 

 
14,426

 

 
Impairment on real estate held for sale
 

 

 

 
(3,033
)
Income (loss) from discontinued operations
 

 

 
19,213

 
(3,796
)
Net income (loss)
 
20,720

 
(1,946
)
 
41,740

 
(25,446
)
Non-controlling interests
 
 
 
 
 
 
 
 
 
Net (income) loss attributable to non-controlling interests
 
(5,320
)
 
228

 
(26,339
)
 
5,947

Net income (loss) attributable to common stockholders
 
$
15,400

 
$
(1,718
)
 
$
15,401

 
$
(19,499
)
 
 
 
 
 
 
 
 
 
 
Per common share:
 
 
 
 
 
 
 
 
Income (loss) from continuing operations:
 
 
 
 
 
 
 
 
 
Basic
 
$
0.07

 
$
(0.01
)
 
$
0.07

 
$
(0.09
)
 
Diluted
 
$
0.07

 
$
(0.01
)
 
$
0.07

 
$
(0.09
)
Net income (loss) attributable to common stockholders:
 
 
 
 
 
 
 
 
 
Basic
 
$
0.07

 
$
(0.01
)
 
$
0.07

 
$
(0.11
)
 
Diluted
 
$
0.07

 
$
(0.01
)
 
$
0.07

 
$
(0.11
)
Weighted average number of vested common shares:
 
 
 
 
 
 
 
 
 
Basic
 
228,113

 
228,113

 
228,113

 
180,675

 
Diluted
 
229,365

 
228,113

 
229,365

 
180,675



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420 Lexington Avenue New York, NY 10170 800.468.7526


BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO FUNDS FROM OPERATIONS
(Unaudited, dollars in thousands, except per share amounts)

 
 
 
Pro Forma
 
Actual Results
 
 
 
Three Months Ended 3/31/14
 
Three Months Ended 3/31/13
 
Three Months Ended 3/31/14
 
Three Months Ended 3/31/13
 
 
 
 
 
 
 
 
 
 
Net income (loss)
 
$
20,720

 
$
(1,946
)
 
$
41,740

 
$
(25,446
)
 
Gain on disposition of operating properties
 
(378
)
 

 
(14,804
)
 

 
Gain on disposition of unconsolidated joint ventures
 

 

 
(1,820
)
 

 
Depreciation and amortization- real estate related- continuing operations
 
112,585

 
122,862

 
112,585

 
111,268

 
Depreciation and amortization- real estate related- discontinued operations
 

 

 
431

 
3,849

 
Depreciation and amortization- real estate related- unconsolidated joint ventures
 
73

 
80

 
102

 
80

 
Impairment of operating properties
 

 

 

 
3,033

 
Adjustments attributable to non-controlling interests not convertible into common stock
 
(322
)
 
(329
)
 
(5,556
)
 
(329
)
FFO
 
$
132,678

 
$
120,667

 
$
132,678

 
$
92,455

 
 
 
 
 
 
 
 
 
 
FFO per share/OP Unit - diluted
 
$
0.44

 
$
0.40

 
$
0.44

 
$
0.38

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

 
304,231

 
304,231

 
240,905

 
 
 
 
 
 
 
 
 
 
Items that impact FFO comparability
 
 
 
 
 
 
 
 
 
Gain (loss) on extinguishment of debt, net
 
$
(2,276
)
 
$

 
$
3,798

 
$
2,150

 
Gain (loss) on extinguishment of debt per share
 
$
(0.01
)
 
$

 
$
0.01

 
$
0.01

 
 
 
 
 
 
 
 
 
 
Dividends declared per share/OP Unit
 
$
0.20

 
 
 
$
0.20

 
 
Shares/OP Unit dividends declared
 
$
60,846

 
 
 
$
60,846

 
 
Share/OP Unit dividend payout ratio (as % of FFO)
 
45.9
%
 
 
 
45.9
%
 
 
(1) Basic and diluted shares/OP Units outstanding reflects an assumed conversion of certain BPG Sub shares and OP Units to common stock of the Company and the vesting of certain restricted stock awards.


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420 Lexington Avenue New York, NY 10170 800.468.7526


BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP BALANCE SHEET TO PRO FORMA BALANCE SHEET
(Unaudited, dollars in thousands, except share information)

 
 
 
 
Actual Results 12/31/13
 
Adjustments (1)
 
Pro Forma 12/31/13
Assets
 
 
 
 
 
 
 
Real estate
 
 
 
 
 
 
 
 
Land
 
$
2,055,802

 
$
(66,642
)
 
$
1,989,160

 
 
Buildings and improvements
 
8,781,926

 
(127,027
)
 
8,654,899

 
 
 
 
10,837,728

 
(193,669
)
 
10,644,059

 
 
Accumulated depreciation and amortization
 
(1,190,170
)
 
29,692

 
(1,160,478
)
 
Real estate, net
 
9,647,558

 
(163,977
)
 
9,483,581

 
Investments in and advances to unconsolidated joint ventures
 
9,205

 
(4,034
)
 
5,171

 
Cash and cash equivalents
 
113,915

 
(18,583
)
 
95,332

 
Restricted cash
 
75,457

 
(610
)
 
74,847

 
Marketable securities
 
22,104

 

 
22,104

 
Receivables, net
 
178,505

 
(2,921
)
 
175,584

 
Deferred charges and prepaid expenses, net
 
105,522

 
(2,285
)
 
103,237

 
Other assets
 
19,650

 
(5,607
)
 
14,043

Total assets
 
$
10,171,916

 
$
(198,017
)
 
$
9,973,899

 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
Debt obligations, net
 
$
5,981,289

 
$
(15,982
)
 
$
5,965,307

 
Financing liabilities, net
 
175,111

 

 
175,111

 
Accounts payable, accrued expenses and other liabilities
 
709,529

 
(8,034
)
 
701,495

Total liabilities
 
6,865,929

 
(24,016
)
 
6,841,913

 
 
 
 
 
 
 
 
 
Redeemable non-controlling interests
 
21,467

 

 
21,467

Commitments and contingencies
 

 

 

 
 
 
 
 
 
 
 
 
Equity
 
 
 
 
 
 
 
Common stock, $0.01 par value, authorized 3,000,000,000 shares, 229,689,960 shares outstanding
 
2,297

 

 
2,297

 
Additional paid in capital
 
2,543,690

 

 
2,543,690

 
Accumulated other comprehensive loss
 
(6,812
)
 

 
(6,812
)
 
Distributions and accumulated losses
 
(196,707
)
 

 
(196,707
)
Total stockholders’ equity
 
2,342,468

 

 
2,342,468

 
Non-controlling interests
 
942,052

 
(174,001
)
 
768,051

Total equity
 
3,284,520

 
(174,001
)
 
3,110,519

Total liabilities and equity
 
$
10,171,916

 
$
(198,017
)
 
$
9,973,899

(1) Reflects the impact of distributing the Excluded Properties as if the distribution was completed on December 31, 2013.


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420 Lexington Avenue New York, NY 10170 800.468.7526


BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP STATEMENTS OF OPERATIONS TO PRO FORMA STATEMENTS OF OPERATIONS
(Unaudited, dollars in thousands, except per share amounts)

 
 
 
Three Months Ended 3/31/14
 
Three Months Ended 3/31/13
 
 
 
Actual Results
 
Adjustments (1)
 
Pro Forma
 
Actual Results
 
Adjustments (1)
 
Pro Forma
Revenues
 
 
 
 
 
 
 
 
 
 
 
 
 
Rental income
 
$
237,260

 
$

 
$
237,260

 
$
214,558

 
$
16,771

 
$
231,329

 
Expense reimbursements
 
68,623

 

 
68,623

 
59,603

 
4,071

 
63,674

 
Other revenues
 
1,813

 

 
1,813

 
3,157

 
(753
)
 
2,404

Total revenues
 
307,696

 

 
307,696

 
277,318

 
20,089

 
297,407

 
 
 
 

 
 
 
 

 
 

 
 

 
 

Operating expenses
 
 

 
 
 
 

 
 

 
 

 
 

 
Operating costs
 
34,888

 

 
34,888

 
29,846

 
2,358

 
32,204

 
Real estate taxes
 
44,446

 

 
44,446

 
41,700

 
2,364

 
44,064

 
Depreciation and amortization
 
113,268

 

 
113,268

 
111,777

 
11,594

 
123,371

 
Provision for doubtful accounts
 
2,877

 

 
2,877

 
2,324

 
154

 
2,478

 
Impairment of real estate assets
 

 

 

 

 

 

 
General and administrative
 
19,658

 

 
19,658

 
23,068

 
327

 
23,395

Total operating expenses
 
215,137

 

 
215,137

 
208,715

 
16,797

 
225,512

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other income (expense)
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends and interest
 
108

 

 
108

 
181

 
2

 
183

 
Interest expense
 
(67,966
)
 

 
(67,966
)
 
(91,871
)
 
18,911

 
(72,960
)
 
Gain (loss) on sale of real estate assets
 
378

 

 
378

 

 
(161
)
 
(161
)
 
Gain (loss) on extinguishment of debt, net
 
(2,276
)
 

 
(2,276
)
 
2,150

 
(2,150
)
 

 
Other
 
(2,161
)
 

 
(2,161
)
 
(960
)
 

 
(960
)
Total other income (expense)
 
(71,917
)
 

 
(71,917
)
 
(90,500
)
 
16,602

 
(73,898
)
 
 
 
 

 
 
 
 

 
 

 
 

 
 

Income (loss) before equity in income of unconsolidated joint ventures
 
20,642

 

 
20,642

 
(21,897
)
 
19,894

 
(2,003
)
Equity in income of unconsolidated joint ventures
 
65

 
13

 
78

 
247

 
(190
)
 
57

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

 
(1,820
)
 

 

 

 

Income (loss) from continuing operations
 
22,527

 
(1,807
)
 
20,720

 
(21,650
)
 
19,704

 
(1,946
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Discontinued operations
 
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from discontinued operations
 
4,787

 
(4,787
)
 

 
(763
)
 
763

 

 
Gain on disposition of operating properties
 
14,426

 
(14,426
)
 

 

 

 

 
Impairment on real estate held for sale
 

 

 

 
(3,033
)
 
3,033

 

Income (loss) from discontinued operations
 
19,213

 
(19,213
)
 

 
(3,796
)
 
3,796

 

Net income (loss)
 
41,740

 
(21,020
)
 
20,720

 
(25,446
)
 
23,500

 
(1,946
)
Non-controlling interests
 
 

 
 

 
 

 
 

 
 

 
 

Net (income) loss attributable to non-controlling interests
 
(26,339
)
 
21,019

 
(5,320
)
 
5,947

 
(5,719
)
 
228

Net income (loss) attributable to common stockholders
 
$
15,401

 
$
(1
)
 
$
15,400

 
$
(19,499
)
 
$
17,781

 
$
(1,718
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Per common share:
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from continuing operations:
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
$
0.07

 
$

 
$
0.07

 
$
(0.09
)
 
$
0.08

 
$
(0.01
)
 
Diluted
 
$
0.07

 
$

 
$
0.07

 
$
(0.09
)
 
$
0.08

 
$
(0.01
)
Net income (loss) attributable to common stockholders:
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
$
0.07

 
$

 
$
0.07

 
$
(0.11
)
 
$
0.1

 
$
(0.01
)
 
Diluted
 
$
0.07

 
$

 
$
0.07

 
$
(0.11
)
 
$
0.1

 
$
(0.01
)
Weighted average number of vested common shares:
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
228,113

 

 
228,113

 
180,675

 
47,438

 
228,113

 
Diluted
 
229,365

 

 
229,365

 
180,675

 
47,438

 
228,113

(1) Reflects the impact of the following transactions associated with the IPO including (i) the contribution of the Acquired Properties (ii) the distribution of the Excluded Properties (iii) the acquisition of the interest not already held in Arapahoe Crossings L.P. (iv) borrowings under the unsecured credit facility, including the use thereof and (v) the net proceeds from the IPO, including the use thereof. The pro forma adjustments associated with these transactions assume that each transaction was completed as of January 1, 2013.


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