UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 29, 2021
Brookfield Property REIT Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34948 | 27-2963337 | ||
|
(State or other jurisdiction of incorporating or organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
| 250 Vesey Street, 15th Floor, New York, NY | 10281 | |
| (Address of principal executive offices) | (Zip Code) |
(212) 417-7000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Class A Stock, par value $.01 per share | BPYU | Nasdaq Global Select Market | ||
| 6.375% Series A Cumulative Perpetual Redeemable Preferred Stock, par value $0.01 per share | BPYUP | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act or Rule 12b-2 of the Exchange Act.
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 2.02. | Results of Operations and Financial Condition. |
On February 2, 2021, Brookfield Property REIT Inc. (the “Company”) disclosed the following financial information:
The following is the Company’s balance sheet as at December 31, 2020 and December 31, 2019.
Brookfield Property REIT Inc.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| December 31, 2020 | December 31, 2019 | |||||||
| (Dollars in thousands, except share and per share amounts) | ||||||||
| Assets: | ||||||||
| Investment in real estate: | ||||||||
| Land | $ | 3,620,513 | $ | 3,659,595 | ||||
| Buildings and equipment | 13,967,411 | 14,020,589 | ||||||
| Less accumulated depreciation | (2,968,064 | ) | (2,569,911 | ) | ||||
| Construction in progress | 256,510 | 160,443 | ||||||
| Net property and equipment | 14,876,370 | 15,270,716 | ||||||
| Investment in Unconsolidated Real Estate Affiliates | 4,342,298 | 4,634,292 | ||||||
| Net investment in real estate | 19,218,668 | 19,905,008 | ||||||
| Cash and cash equivalents | 204,541 | 197,829 | ||||||
| Accounts receivable, net | 524,982 | 234,928 | ||||||
| Notes receivable | 45,553 | 76,310 | ||||||
| Deferred expenses, net | 158,739 | 188,591 | ||||||
| Prepaid expenses and other assets | 827,793 | 745,060 | ||||||
| Deferred tax assets, net | 655,060 | 625,660 | ||||||
| Assets held for disposition | 242,404 | — | ||||||
| Total assets | $ | 21,877,740 | $ | 21,973,386 | ||||
| Liabilities: | ||||||||
| Mortgages, notes and loans payable | $ | 16,114,586 | $ | 15,902,894 | ||||
| Investment in Unconsolidated Real Estate Affiliates | 151,095 | 125,565 | ||||||
| Accounts payable and accrued expenses | 993,685 | 1,027,130 | ||||||
| Dividend payable | 903 | 21 | ||||||
| Junior subordinated notes | 206,200 | 206,200 | ||||||
| Liabilities held for disposition | 263,141 | — | ||||||
| Total liabilities | 17,729,610 | 17,261,810 | ||||||
| Redeemable equity interests | 839,143 | 1,354,234 | ||||||
| Redeemable noncontrolling interests | 60,826 | 62,235 | ||||||
| Total redeemable interests | 899,969 | 1,416,469 | ||||||
| Equity: | ||||||||
| Total stockholders' equity | 1,841,218 | 1,762,367 | ||||||
| Noncontrolling interests | 1,406,943 | 1,532,740 | ||||||
| Total equity | 3,248,161 | 3,295,107 | ||||||
| Total liabilities, redeemable interests and equity | $ | 21,877,740 | $ | 21,973,386 | ||||
The following is the Company’s income statement for the years ended December 31, 2020, December 31, 2019 and December 31, 2018.
Brookfield Property REIT Inc.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
| Year ended December 31, | ||||||||||||
| 2020 | 2019 | 2018 | ||||||||||
| (Dollars in thousands, except per share amounts) | ||||||||||||
| Revenues: | ||||||||||||
| Rental revenues, net | $ | 1,355,858 | $ | 1,337,684 | $ | 1,867,980 | ||||||
| Management fees and other corporate revenues | 125,107 | 166,505 | 125,776 | |||||||||
| Other | 48,558 | 59,779 | 70,278 | |||||||||
| Total revenues | 1,529,523 | 1,563,968 | 2,064,034 | |||||||||
| Operating Expenses: | ||||||||||||
| Real estate taxes | 192,726 | 171,072 | 221,175 | |||||||||
| Property maintenance costs | 31,728 | 32,032 | 41,637 | |||||||||
| Marketing | 6,713 | 5,945 | 7,787 | |||||||||
| Other property operating costs | 185,524 | 179,278 | 253,210 | |||||||||
| Provision for doubtful accounts | — | — | 12,102 | |||||||||
| Property management and other costs | 231,047 | 229,150 | 172,554 | |||||||||
| General and administrative | 24,487 | 22,452 | 46,441 | |||||||||
| Costs related to the BPY Transaction | — | 9,179 | 202,523 | |||||||||
| Provision for impairment | 133,671 | 223,142 | 45,866 | |||||||||
| Depreciation and amortization | 643,166 | 501,636 | 633,063 | |||||||||
| Total operating expenses | 1,449,062 | 1,373,886 | 1,636,358 | |||||||||
| Interest and dividend income | 8,138 | 25,792 | 33,710 | |||||||||
| Interest expense | (693,656 | ) | (678,460 | ) | (576,700 | ) | ||||||
| (Loss) gain from changes in control of investment properties and other, net | (15,433 | ) | 720,706 | 3,097,196 | ||||||||
| Gain (loss) on extinguishment of debt | 14,320 | (27,542 | ) | 13,983 | ||||||||
| (Loss) income before income taxes, equity in (loss) income of Unconsolidated Real Estate Affiliates and related gain on investment, and allocation to noncontrolling interests | (606,170 | ) | 230,578 | 2,995,865 | ||||||||
| Benefit from (provision for) income taxes | 35,367 | (9,683 | ) | 594,186 | ||||||||
| Equity in (loss) income of Unconsolidated Real Estate Affiliates | (181,273 | ) | 19,586 | 86,552 | ||||||||
| Unconsolidated Real Estate Affiliates - (loss) gain on investment, net | (51,800 | ) | 240,430 | 487,166 | ||||||||
| Net (loss) income | (803,876 | ) | 480,911 | 4,163,769 | ||||||||
| Allocation to noncontrolling interests | 90,347 | (48,031 | ) | (73,228 | ) | |||||||
| Net (loss) income attributable to Brookfield Property REIT Inc. | $ | (713,529 | ) | $ | 432,880 | 4,090,541 | ||||||
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 29, 2021, Ric Clark resigned as Chairman and as a member of the Board of Directors of the Company. Mr. Clark’s resignation was not due to any disagreement between Mr. Clark and the Company on any matters relating to the Company’s operations, practices or policies.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BROOKFIELD PROPERTY REIT INC. | ||
| February 2, 2021 | By: | /s/ Michelle Campbell |
| Name: | Michelle Campbell | |
| Title: | Secretary | |