Conference Call

1Q23

1. Highlights & Subsequent Events

1Q23 Highlights and Subsequent Events

BR Properties posted a FFO of BRL50.3 million in 1Q23, and its FFO margin achieved 162%

  • In 1Q23 BR Properties' net revenue was BRL31.1 million.
  • The Company's 1Q23 Adjusted EBITDA was BRL13.1 million, and its EBITDA margin achieved 42%.
  • BR Properties' 1Q23 adjusted net financial result totaled BRL37.7 million. This positive financial result is explained by the amortization of 100% of the Company's debt issuances throughout 3Q22 and by the increase in financial income, due to the robust cash position related to the Portfolio Sale to Brookfield in July 2022.
  • BR Properties' 1Q23 net loss was BRL43,7 million.
  • Excluding non-cash and non-recurring effects, the company's posted, in 1Q23, a FFO of BRL50.3 million, and its margin achieved 162%.
  • BR Properties' 1Q23 cash position was BRL399.9 million.
  • In 1Q23 the average rent / sqm / month of the same commercial property portfolio was up 7.2% in the last twelve months. Compared to the previous quarter, the average rent decreased 1.8%.
  • In 1Q23, BR Properties signed 22,523 sqm of its GLA under new leases. It is worth pointing out that, out of the total volume leased in the quarter, 22,394 sqm were leased in Galpão Cajamar.
  • In 1Q23, BR Properties' consolidated financial and physical vacancy rates were 4.2% and 3.8% respectively. When considering the recently delivered Galpão Cajamar, still under leasing process, the financial and physical vacancy rates were 12.8% and 21.9%, respectively.

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1Q23 Highlights and Subsequent Events

  • On January 24th, 2023, a new Capital Reduction was approved in the Extraordinary General Meeting in the total amount of BRL2,510.8 million, that resulted in a refund to shareholders of:
    1. a total amount in cash of BRL1,276.0 million, approximately BRL109.90 per share; and
    2. an amount in kind to be paid through the delivery of quotas of real estate investment fund BRPR Corporate Offices Fundo de Investimento Imobiliário in the total amount of BRL1,234.8 million, approximately BRL106.35 per share.
  • On the same date, it was approved the reverse stock split of all the shares issued by the Company at the ratio of 40 shares to one. The Company's shares started trading after the reverse stock split as of February 24th, 2023 (including).
  • On January 13th, 2023, the Company received a notice sent by GPIC, LLC ("Offeror"), and THB JV S.À R.L informing that a binding Voting and Other Covenants Agreement has been executed, through which the Offeror undertook to launch a voluntary tender offer for the purchase of the Company's shares ("Offer") and THB JV S.À R.L undertook to cause GP Capital Partners VI, L.P., the Company's Controlling Shareholder, to sell the common shares issued by the Company in the context of the Offer. On the same date, the Company also received a notice from the Company's Controlling Shareholder requesting the Company to call and to hold a shareholders' extraordinary general meeting for the resolution of the following matters: (i) the removal of the poison pill set forth in article 23 of the Company's bylaws; and (ii) the Company's voluntary exit from the special listing segment of B3 S.A. - Brasil, Bolsa, Balcão called Novo Mercado, with the waiver of a tender offer for the purchase of shares, pursuant to article 44 of the Novo Mercado Regulation and with its effects conditioned upon the success of the Offer. On January 19th, 2023, an extraordinary general meeting was called to be held on February 9, 2023, at the Company's headquarters, in order to deliberate on the items above.
  • On February 9th, the Extraordinary Shareholders' Meeting approved the removal of the poison pill set forth in article 23 of the Company's bylaws. On February 17th, its shareholders approved, on the Extraordinary Shareholders' Meeting held on this date, on second notice of meeting, the Company's voluntary withdrawal from the special listing segment of B3 S.A. - Brasil, Bolsa, Balcão known as Novo Mercado, with the waiver of the tender offer for the purchase of the Company's shares, pursuant to article 44 of the Novo Mercado Regulation, provided that the Novo Mercado Withdrawal would have its effects conditioned upon the success of the tender offer.

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1Q23 Highlights and Subsequent Events

Subsequent Events

  • The Company's shares began trading ex-capital reduction rights as of April 5, 2023. Regarding the in-kind portion of the 2023 Capital Reduction, the Company structured the BRPR Corporate Offices Fundo de Investimento Imobiliário with the purpose of transferring the properties in its remaining office towers portfolio (Passeio Corporate and Águas Claras) to such fund and delivering the respective FII quotas to the Company's shareholders on April 5, 2023. The FII quotas were listed for trading on the secondary market on B3 and admitted to trading under the ticker BROF11. The amount in cash of the Capital Reduction was paid on April 19, 2023.
  • On April 10, 2023, the auction for the voluntary tender offer for the acquisition of the Company's control launched by the Offeror was held, as per announcement published on March 10, 2023. According to the notice sent to the Company, the Offeror acquired 10,419,613 common shares issued by the Company, representing 89.74% of its total capital stock, at a price per share of BRL64.00, for the total amount of BRL666.9 million. As a result, as of April 12, 2023, the Company's shares started trading in B3's Basic Segment.
  • In order to enable the Capital Reduction, the Company anticipated part of the receivables from the Portfolio Sale to Brookfield, concluded in July 2022, through the execution of the Term of 1st Issuance of Commercial Paper Notes with Banco BTG Pactual S/A in a single series, secured, for private distribution, in the amount of BRL1,180.0 million with maturity on August 23, 2023, and cost of CDI +1.65%. The resource was made available to the Company on April 12, 2023.

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BR Properties SA published this content on 05 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 May 2023 13:40:10 UTC.