|
Delaware
|
|
27-2963337
|
(State or other jurisdiction of incorporating or organization)
|
|
(I.R.S. Employer Identification Number)
|
|
|
|
250 Vesey Street, 15th Floor, New York, NY
|
|
10281-1023
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
|
|
(212) 417-7000
|
||
(Registrant's telephone number, including area code)
|
||
|
|
|
ý
|
Large accelerated filer
|
o
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
|
|
o
|
Emerging growth company
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Class A Stock, par value $.01 per share
|
BPR
|
Nasdaq Global Select Market
|
6.375% Series A Cumulative Perpetual Redeemable Preferred Stock, par value $0.01 per share
|
BPPAP
|
Nasdaq Global Select Market
|
|
|
|
PAGE
NUMBER
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Part I
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FINANCIAL INFORMATION
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|
|||
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|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(Dollars in thousands, except share and per share amounts)
|
||||||
Assets:
|
|
|
|
||||
Investment in real estate:
|
|
|
|
|
|
||
Land
|
$
|
2,707,917
|
|
|
$
|
2,706,701
|
|
Buildings and equipment
|
10,903,813
|
|
|
10,774,079
|
|
||
Less accumulated depreciation
|
(2,291,563
|
)
|
|
(2,214,603
|
)
|
||
Construction in progress
|
522,233
|
|
|
576,695
|
|
||
Net property and equipment
|
11,842,400
|
|
|
11,842,872
|
|
||
Investment in Unconsolidated Real Estate Affiliates
|
5,381,821
|
|
|
5,385,582
|
|
||
Net investment in real estate
|
17,224,221
|
|
|
17,228,454
|
|
||
Cash and cash equivalents
|
200,786
|
|
|
247,019
|
|
||
Accounts receivable, net
|
222,840
|
|
|
222,562
|
|
||
Notes receivable
|
247,094
|
|
|
256,937
|
|
||
Deferred expenses, net
|
145,166
|
|
|
145,631
|
|
||
Prepaid expenses and other assets (see Notes 7 and 14)
|
351,377
|
|
|
313,648
|
|
||
Deferred tax assets, net
|
615,450
|
|
|
619,275
|
|
||
Total assets
|
$
|
19,006,934
|
|
|
$
|
19,033,526
|
|
Liabilities:
|
|
|
|
|
|||
Mortgages, notes and loans payable (including related party debt of $341.8 million - see Note 6)
|
$
|
13,498,426
|
|
|
$
|
12,589,649
|
|
Investment in Unconsolidated Real Estate Affiliates
|
62,868
|
|
|
124,627
|
|
||
Accounts payable and accrued expenses (see Notes 7 and 15)
|
880,051
|
|
|
953,369
|
|
||
Dividend payable
|
49,119
|
|
|
4,668
|
|
||
Junior subordinated notes
|
206,200
|
|
|
206,200
|
|
||
Total liabilities
|
14,696,664
|
|
|
13,878,513
|
|
||
Redeemable Class A equity interests
|
2,069,999
|
|
|
2,305,895
|
|
||
Redeemable noncontrolling interests
|
62,119
|
|
|
73,696
|
|
||
Total redeemable interests
|
2,132,118
|
|
|
2,379,591
|
|
||
Equity:
|
|
|
|
|
|
||
Class B Stock: 4,942,500,000 shares authorized, $0.01 par value, 449,728,212 and 454,744,938 issued and outstanding as of March 31, 2019 and December 31, 2018, respectively.
|
4,497
|
|
|
4,547
|
|
||
Class C Stock: 1,000,000,000 shares authorized, $0.01 par value, 640,051,301 issued and outstanding as of March 31, 2019 and December 31, 2018.
|
6,401
|
|
|
6,401
|
|
||
Common Stock: 965,000,000 shares authorized, $.01 par value, no shares issued or outstanding as of March 31, 2019 and December 31, 2018
|
—
|
|
|
—
|
|
||
Preferred Stock: 500,000,000 shares authorized, $0.01 par value, 10,000,000 shares issued and outstanding as of March 31, 2019 and December 31, 2018.
|
242,042
|
|
|
242,042
|
|
||
Additional paid-in capital
|
5,731,469
|
|
|
5,772,824
|
|
||
Retained earnings (accumulated deficit)
|
(5,233,154
|
)
|
|
(4,721,335
|
)
|
||
Accumulated other comprehensive loss
|
(83,113
|
)
|
|
(82,653
|
)
|
||
Total stockholders' equity
|
668,142
|
|
|
1,221,826
|
|
||
Noncontrolling interests in Consolidated Real Estate Affiliates
|
25,280
|
|
|
26,652
|
|
||
Noncontrolling interests of the Operating Partnership
|
1,484,730
|
|
|
1,526,944
|
|
||
Total equity
|
2,178,152
|
|
|
2,775,422
|
|
||
Total liabilities, redeemable interests and equity
|
$
|
19,006,934
|
|
|
$
|
19,033,526
|
|
Brookfield Property REIT Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
|
|||||||
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in thousands, except per share amounts)
|
||||||
Revenues:
|
|
|
|
|
|
||
Rental revenues, net
|
$
|
323,020
|
|
|
$
|
531,769
|
|
Management fees and other corporate revenues
|
41,188
|
|
|
25,766
|
|
||
Other
|
12,175
|
|
|
16,631
|
|
||
Total revenues
|
376,383
|
|
|
574,166
|
|
||
Expenses:
|
|
|
|
||||
Real estate taxes
|
40,855
|
|
|
59,733
|
|
||
Property maintenance costs
|
10,061
|
|
|
14,713
|
|
||
Marketing
|
904
|
|
|
1,417
|
|
||
Other property operating costs
|
43,422
|
|
|
71,752
|
|
||
Provision for doubtful accounts
|
—
|
|
|
3,429
|
|
||
Property management and other costs
|
56,054
|
|
|
39,574
|
|
||
General and administrative
|
5,413
|
|
|
12,247
|
|
||
Costs related to the BPY Transaction
|
8,339
|
|
|
—
|
|
||
Provision for impairment
|
—
|
|
|
38,379
|
|
||
Depreciation and amortization
|
118,799
|
|
|
185,393
|
|
||
Total expenses
|
283,847
|
|
|
426,637
|
|
||
Interest and dividend income
|
8,422
|
|
|
9,148
|
|
||
Interest expense
|
(154,706
|
)
|
|
(137,925
|
)
|
||
Gain from changes in control of investment properties and other, net
|
—
|
|
|
12,664
|
|
||
(Loss) income before income taxes, equity (loss) in income of Unconsolidated Real Estate Affiliates and related gain on investment, and allocation to noncontrolling interests
|
(53,748
|
)
|
|
31,416
|
|
||
(Provision for) benefit from income taxes
|
(4,450
|
)
|
|
280
|
|
||
(Equity) loss in income of Unconsolidated Real Estate Affiliates
|
(7,873
|
)
|
|
23,839
|
|
||
Unconsolidated Real Estate Affiliates - gain on investment, net
|
104,354
|
|
|
10,361
|
|
||
Net income
|
38,283
|
|
|
65,896
|
|
||
Allocation to noncontrolling interests
|
(6,633
|
)
|
|
(1,860
|
)
|
||
Net income attributable to Brookfield Property REIT Inc.
|
$
|
31,650
|
|
|
$
|
64,036
|
|
Class A Stock Earnings Per Share (See Note 10):
|
|
|
|
||||
Basic & Diluted Earnings Per Share
|
$
|
0.330
|
|
|
|
|
|
Common Stock Earnings Per Share (See Note 10):
|
|
|
|
||||
Basic
|
|
|
|
$
|
0.06
|
|
|
Diluted
|
|
|
|
$
|
0.06
|
|
|
|
|
|
|
||||
|
|
|
|
||||
|
|
|
|
Brookfield Property REIT Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Continued)
(UNAUDITED)
|
|||||||
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in thousands, except per share amounts)
|
||||||
Comprehensive Income, Net:
|
|
|
|
|
|
||
Net income
|
$
|
38,283
|
|
|
$
|
65,896
|
|
Other comprehensive income (loss)
|
|
|
|
||||
Foreign currency translation
|
(404
|
)
|
|
(378
|
)
|
||
Net unrealized gains (losses) on other financial instruments
|
(56
|
)
|
|
52
|
|
||
Other comprehensive income (loss)
|
(460
|
)
|
|
(326
|
)
|
||
Comprehensive income
|
37,823
|
|
|
65,570
|
|
||
Comprehensive income allocated to noncontrolling interests
|
(6,633
|
)
|
|
(1,858
|
)
|
||
Comprehensive income attributable to Brookfield Property REIT Inc.
|
$
|
31,190
|
|
|
$
|
63,712
|
|
Brookfield Property REIT Inc.
CONSOLIDATED STATEMENTS OF EQUITY
(UNAUDITED)
|
|||||||||||||||||||||||||||||||||||||||||||
|
Common
Stock
|
|
Class B Stock
|
|
Class C Stock
|
|
Preferred
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
(Accumulated
Deficit)
|
|
Accumulated
Other
Comprehensive Loss
|
|
Common
Stock in
Treasury
|
|
Noncontrolling
Interests in Consolidated Real Estate Affiliates and Operating Partnership |
|
Total
Equity
|
|
Redeemable Class A Stock
|
||||||||||||||||||||||
|
(Dollars in thousands, except for per share and share amounts)
|
|
|
||||||||||||||||||||||||||||||||||||||||
Balance at January 1, 2018
|
$
|
10,130
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
242,042
|
|
|
$
|
11,845,532
|
|
|
$
|
(2,107,498
|
)
|
|
$
|
(71,906
|
)
|
|
$
|
(1,122,640
|
)
|
|
$
|
104,748
|
|
|
$
|
8,900,408
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Cumulative effect of accounting change
|
|
|
|
|
|
|
|
|
|
|
(16,864
|
)
|
|
|
|
|
|
|
|
(16,864
|
)
|
|
|
||||||||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64,036
|
|
|
|
|
|
|
|
|
667
|
|
|
64,703
|
|
|
|
||||||||||||||
Distributions to noncontrolling interests in consolidated Real Estate Affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,613
|
)
|
|
(1,613
|
)
|
|
|
||||||||||||||||||
Acquisition/disposition of partner's noncontrolling interests in consolidated Real Estate Affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,228
|
)
|
|
(7,228
|
)
|
|
|
||||||||||||||||||||
Long-Term Incentive Plan Common Unit grants, net (174,156 LTIP Units)
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
2,384
|
|
|
2,384
|
|
|
|
||||||||||||||||||
Restricted stock grants, net (1,006,061 common shares)
|
10
|
|
|
|
|
|
|
—
|
|
|
1,707
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,717
|
|
|
|
||||||||||||||
Employee stock purchase program (77,520 common shares)
|
1
|
|
|
|
|
|
|
|
|
|
1,736
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,737
|
|
|
|
||||||||||||||
Stock options exercised (246,202 common shares)
|
2
|
|
|
|
|
|
|
|
|
|
3,985
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,987
|
|
|
|
||||||||||||||
Cash dividends reinvested (DRIP) in stock
(5,906 common shares)
|
—
|
|
|
|
|
|
|
—
|
|
|
139
|
|
|
(139
|
)
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(325
|
)
|
|
|
|
|
|
|
|
(325
|
)
|
|
|
||||||||||||||
Cash distributions declared ($0.22 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(210,647
|
)
|
|
|
|
|
|
|
|
|
|
|
(210,647
|
)
|
|
|
||||||||||||||
Cash distributions on Preferred Stock ($0.3984 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,984
|
)
|
|
|
|
|
|
|
|
|
|
|
(3,984
|
)
|
|
|
||||||||||||||
Fair value adjustment for noncontrolling interest in Operating Partnership
|
|
|
|
|
|
|
|
|
|
|
23,252
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,252
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance at March 31, 2018
|
$
|
10,143
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
242,042
|
|
|
$
|
11,876,351
|
|
|
$
|
(2,275,096
|
)
|
|
$
|
(72,231
|
)
|
|
$
|
(1,122,640
|
)
|
|
$
|
98,958
|
|
|
$
|
8,757,527
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brookfield Property REIT Inc.
CONSOLIDATED STATEMENTS OF EQUITY (Continued)
(UNAUDITED)
|
|||||||||||||||||||||||||||||||||||||||||||
|
Common
Stock
|
|
Class B Stock
|
|
Class C Stock
|
|
Preferred
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
(Accumulated
Deficit)
|
|
Accumulated
Other
Comprehensive Loss
|
|
Common
Stock in
Treasury
|
|
Noncontrolling
Interests in Consolidated Real Estate Affiliates and Operating Partnership
|
|
Total
Equity
|
|
Redeemable Class A Stock
|
||||||||||||||||||||||
|
(Dollars in thousands, except for per share and share amounts)
|
|
|
||||||||||||||||||||||||||||||||||||||||
Balance at January 1, 2019
|
$
|
—
|
|
|
$
|
4,547
|
|
|
$
|
6,401
|
|
|
$
|
242,042
|
|
|
$
|
5,772,824
|
|
|
$
|
(4,721,335
|
)
|
|
$
|
(82,653
|
)
|
|
$
|
—
|
|
|
$
|
1,553,596
|
|
|
$
|
2,775,422
|
|
|
$
|
2,305,895
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,386
|
)
|
|
|
|
|
|
|
|
5,019
|
|
|
2,633
|
|
|
34,036
|
|
|||||||||||||
Distributions to noncontrolling interests in consolidated Real Estate Affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(46,995
|
)
|
|
(46,995
|
)
|
|
|
||||||||||||||||||||
Acquisition/disposition of partner's noncontrolling interests in consolidated Real Estate Affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,066
|
)
|
|
(1,066
|
)
|
|
|
||||||||||||||||||
Buyback of Class A Stock
|
|
|
|
|
|
|
|
|
|
|
|
3,275
|
|
|
|
|
|
|
|
|
3,275
|
|
|
(98,276
|
)
|
||||||||||||||||||
Buyback of Class B Stock
|
|
|
(105
|
)
|
|
|
|
|
|
(158,517
|
)
|
|
(65,902
|
)
|
|
|
|
|
|
|
|
(224,524
|
)
|
|
|
||||||||||||||||||
Series K Preferred Unit redemption
|
|
|
|
|
|
|
|
|
|
|
|
923
|
|
|
|
|
|
|
(544
|
)
|
|
379
|
|
|
|
||||||||||||||||||
Preferred stock dividend ($0.3984 per share)
|
|
|
|
|
|
|
|
|
|
|
(3,984
|
)
|
|
|
|
|
|
|
|
(3,984
|
)
|
|
|
||||||||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(460
|
)
|
|
|
|
|
|
(460
|
)
|
|
|
||||||||||||||||||||
Dividends on Class A ( $0.33 per share) and Class B Stock (Refer to Note 9)
|
|
|
|
|
|
|
|
|
|
|
(467,270
|
)
|
|
|
|
|
|
|
|
(467,270
|
)
|
|
(34,036
|
)
|
|||||||||||||||||||
Restricted stock expense, net of forfeitures (3,266 Class A Stock)
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
3,122
|
|
||||||||||||||||||
Class A Conversion to Class B (6,701,962 Class A Shares converted to 5,479,975 Class B Shares)
|
|
|
55
|
|
|
|
|
|
|
117,162
|
|
|
23,525
|
|
|
|
|
|
|
|
|
140,742
|
|
|
(140,742
|
)
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance at March 31, 2019
|
$
|
—
|
|
|
$
|
4,497
|
|
|
$
|
6,401
|
|
|
$
|
242,042
|
|
|
$
|
5,731,469
|
|
|
$
|
(5,233,154
|
)
|
|
$
|
(83,113
|
)
|
|
$
|
—
|
|
|
$
|
1,510,010
|
|
|
$
|
2,178,152
|
|
|
$
|
2,069,999
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in thousands)
|
||||||
Cash Flows provided by (used in) Operating Activities:
|
|
|
|
|
|
||
Net income
|
$
|
38,283
|
|
|
$
|
65,896
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
(Equity) loss in income of Unconsolidated Real Estate Affiliates
|
7,873
|
|
|
(23,839
|
)
|
||
Distributions received from Unconsolidated Real Estate Affiliates
|
17,699
|
|
|
33,507
|
|
||
Provision for doubtful accounts
|
2,707
|
|
|
3,429
|
|
||
Depreciation and amortization
|
118,799
|
|
|
185,393
|
|
||
Amortization/write-off of deferred finance costs
|
7,899
|
|
|
2,775
|
|
||
Accretion/write-off of debt market rate adjustments
|
(413
|
)
|
|
(1,108
|
)
|
||
Amortization of intangibles other than in-place leases
|
(1,205
|
)
|
|
1,971
|
|
||
Straight-line rent amortization
|
4,496
|
|
|
(1,260
|
)
|
||
Deferred income taxes
|
3,826
|
|
|
(988
|
)
|
||
Unconsolidated Real Estate Affiliates - gain on investment, net
|
(104,354
|
)
|
|
(10,361
|
)
|
||
Gain from changes in control of investment properties and other, net
|
—
|
|
|
(12,664
|
)
|
||
Provision for impairment
|
—
|
|
|
38,379
|
|
||
Net changes:
|
|
|
|
|
|
||
Accounts and notes receivable, net
|
(13,683
|
)
|
|
18,680
|
|
||
Prepaid expenses and other assets (see Notes 7 and 14)
|
11,297
|
|
|
16,844
|
|
||
Deferred expenses, net
|
(6,293
|
)
|
|
(7,307
|
)
|
||
Accounts payable and accrued expenses (see Notes 7 and 15)
|
(80,021
|
)
|
|
(50,283
|
)
|
||
Other, net
|
3,122
|
|
|
6,401
|
|
||
Net cash provided by (used in) operating activities
|
10,032
|
|
|
265,465
|
|
||
Cash Flows used in Investing Activities:
|
|
|
|
|
|
||
Acquisition of real estate and property additions
|
(16,596
|
)
|
|
—
|
|
||
Development of real estate and property improvements
|
(144,903
|
)
|
|
(197,190
|
)
|
||
Loans to affiliates
|
(331,975
|
)
|
|
(2,415
|
)
|
||
Proceeds on loans from affiliates
|
330,000
|
|
|
—
|
|
||
Proceeds from repayment of loans to joint venture partners
|
18,020
|
|
|
58,564
|
|
||
Proceeds from sales of investment properties and Unconsolidated Real Estate Affiliates
|
12,000
|
|
|
—
|
|
||
Contributions to Unconsolidated Real Estate Affiliates
|
(19,440
|
)
|
|
(20,734
|
)
|
||
Distributions received from Unconsolidated Real Estate Affiliates in excess of income
|
27,760
|
|
|
29,041
|
|
||
Net cash used in investing activities
|
(125,134
|
)
|
|
(132,734
|
)
|
||
Cash Flows provided by (used in) Financing Activities:
|
|
|
|
|
|
||
Proceeds from refinancing/issuance of mortgages, notes and loans payable
|
956,795
|
|
|
210,000
|
|
||
Principal payments on mortgages, notes and loans payable
|
(55,531
|
)
|
|
(115,644
|
)
|
||
Deferred finance costs
|
28
|
|
|
—
|
|
||
Buyback of Class A Stock
|
(95,000
|
)
|
|
—
|
|
||
Buyback of Class B Stock
|
(224,525
|
)
|
|
—
|
|
||
Series K preferred unit redemptions
|
(14,556
|
)
|
|
—
|
|
||
Cash distributions to noncontrolling interests in consolidated real estate affiliates
|
(2,119
|
)
|
|
(1,613
|
)
|
||
Cash distributions paid to stockholders
|
(501,306
|
)
|
|
(210,530
|
)
|
||
Cash distributions reinvested (DRIP) in common stock
|
—
|
|
|
139
|
|
||
Cash distributions paid to preferred stockholders
|
(3,984
|
)
|
|
(3,984
|
)
|
||
Cash distributions and redemptions paid to unit holders
|
(2,227
|
)
|
|
(3,190
|
)
|
||
Other, net
|
—
|
|
|
5,583
|
|
||
Net cash provided by (used in) financing activities
|
57,575
|
|
|
(119,239
|
)
|
||
Net change in cash, cash equivalents and restricted cash
|
(57,527
|
)
|
|
13,492
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
298,693
|
|
|
231,939
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
241,166
|
|
|
$
|
245,431
|
|
|
|
|
|
||||
|
|
|
|
|
|
Brookfield Property REIT Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(UNAUDITED)
|
|||||||
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in thousands)
|
||||||
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
||
Interest paid
|
$
|
149,903
|
|
|
$
|
138,646
|
|
Interest capitalized
|
5,590
|
|
|
4,325
|
|
||
Income taxes paid
|
145
|
|
|
67
|
|
||
Accrued capital expenditures included in accounts payable and accrued expenses
|
232,248
|
|
|
259,952
|
|
||
Cash paid for amounts included in the measurement of lease liabilities
|
2,191
|
|
|
—
|
|
||
Recognition of right-of-use asset
|
73,440
|
|
|
—
|
|
||
Lease liabilities arising from obtaining right-of-use lease asset
|
73,440
|
|
|
—
|
|
||
Straight-line ground rent asset reclassed to right-of-use asset
|
52,753
|
|
|
—
|
|
||
Straight-line ground rent liability reclassed to right-of-use asset
|
3,817
|
|
|
—
|
|
||
Straight-line building rent liability reclassed to right-of-use asset
|
3,556
|
|
|
—
|
|
|
Three Months Ended March 31, 2018
|
|||||
|
As Originally Reported
|
As Reclassified
|
||||
Minimum rents
|
$
|
368,523
|
|
$
|
—
|
|
Tenant recoveries
|
157,002
|
|
—
|
|
||
Overage rent
|
6,244
|
|
—
|
|
||
Total rental revenues
|
$
|
—
|
|
$
|
531,769
|
|
|
Gross Asset
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
|
|
|
|
|
|
||||||
As of March 31, 2019
|
|
|
|
|
|
|
|
|
|||
Tenant leases:
|
|
|
|
|
|
|
|
|
|||
In-place value
|
$
|
171,211
|
|
|
$
|
(75,985
|
)
|
|
$
|
95,226
|
|
|
|
|
|
|
|
||||||
As of December 31, 2018
|
|
|
|
|
|
||||||
Tenant leases:
|
|
|
|
|
|
||||||
In-place value
|
$
|
188,140
|
|
|
$
|
(86,510
|
)
|
|
$
|
101,630
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Amortization/accretion effect on continuing operations
|
$
|
(5,182
|
)
|
|
$
|
(16,039
|
)
|
Year
|
|
Amount
|
||
2019 Remaining
|
|
$
|
14,769
|
|
2020
|
|
14,096
|
|
|
2021
|
|
9,442
|
|
|
2022
|
|
8,580
|
|
|
2023
|
|
8,251
|
|
•
|
The transition practical expedient that allows us to carry forward our historical accounting treatment for land easements on existing agreements.
|
•
|
The short-term lease election that allows a lessee not to apply the balance sheet recognition requirements to leases with a term of 12 months or less; lease payments associated with these leases are recognized on a straight-line basis as an expense over the lease term and are not material.
|
•
|
The practical expedient which allows a lessee to not separate lease and non-lease components. We have elected to apply this election to all classes of underlying assets.
|
•
|
The Company did not elect to apply the practical expedients related to hindsight or assessing impairment of ROU assets.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Management fees from affiliates
|
$
|
41,188
|
|
|
$
|
25,766
|
|
Management fee expense
|
(12,517
|
)
|
|
(10,491
|
)
|
||
Net management fees from affiliates
|
$
|
28,671
|
|
|
$
|
15,275
|
|
•
|
BPR-FF JV LLC joint venture was formed with Brookfield Real Estate Partners F LP. The Company contributed properties and recognized a gain from the change in control of the investment properties and other, net of
$1.4 billion
for the year ended December 31, 2018. In addition, the Company recognized a gain in Unconsolidated Real Estate Affiliates - gain on investment of
$18.5 million
for the year ended December 31, 2018.
|
•
|
Joint ventures were formed with the Teachers Insurance and Annuity Association of America. The Company contributed properties and recognized a gain from the change in control of the investment properties and other, net of
$943.4 million
for the year ended December 31, 2018. In addition, the Company recognized a gain in Unconsolidated Real Estate Affiliates - gain on investment of
$18.4 million
for the year ended December 31, 2018.
|
•
|
Joint ventures were formed with CBRE Global Investment Partners. The Company contributed properties and recognized a gain from the change in control of the investment properties and other, net of
$454.0 million
for the year ended December 31, 2018.
|
•
|
Joint ventures were formed with the California Public Employees' Retirement System. The Company contributed properties and recognized a gain in Unconsolidated Real Estate Affiliates - gain on investment of
$440.3 million
for the year ended December 31, 2018.
|
•
|
A new joint venture, BPY Retail Holdings LLC, was formed with an institutional investor. As a result of this investment, the institutional investor owns a noncontrolling interest in all retail assets of the Company, as all retail assets are wholly or partially owned by the Operating Partnership.
|
|
Total Fair Value
Measurement
|
|
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable Inputs (Level 3) |
|
Provisions for Impairment
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments in real estate (1)
|
$
|
71,181
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
71,181
|
|
|
$
|
38,379
|
|
(1)
|
Refer to
Note 2
for more information regarding impairment. Investments in real estate includes consolidated properties and Unconsolidated Real Estate Affiliates.
|
Unobservable Quantitative Input
|
|
Rate
|
Discount rates
|
|
9.75%
|
Terminal capitalization rates
|
|
10.25%
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
|
Carrying Amount (1)
|
|
Estimated Fair
Value
|
|
Carrying Amount (2)
|
|
Estimated Fair
Value
|
||||||||
Fixed-rate debt
|
|
$
|
6,047,625
|
|
|
$
|
5,694,225
|
|
|
$
|
6,073,193
|
|
|
$
|
6,048,104
|
|
Variable-rate debt
|
|
7,450,801
|
|
|
7,540,910
|
|
|
6,516,456
|
|
|
6,614,172
|
|
||||
|
|
$
|
13,498,426
|
|
|
$
|
13,235,135
|
|
|
$
|
12,589,649
|
|
|
$
|
12,662,276
|
|
|
(1)
|
Includes net market rate adjustments of
$7.3 million
and deferred financing costs of
$115.9 million
, net.
|
(2)
|
Includes net market rate adjustments of
$7.7 million
and deferred financing costs of
$123.8 million
, net.
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates
|
|
|
|
|
|
||
Assets:
|
|
|
|
|
|
||
Land
|
$
|
3,604,141
|
|
|
$
|
3,595,706
|
|
Buildings and equipment
|
23,215,593
|
|
|
23,468,110
|
|
||
Less accumulated depreciation
|
(4,452,934
|
)
|
|
(4,361,210
|
)
|
||
Construction in progress
|
470,510
|
|
|
489,250
|
|
||
Net property and equipment
|
22,837,310
|
|
|
23,191,856
|
|
||
Investment in unconsolidated joint ventures
|
627,254
|
|
|
632,060
|
|
||
Net investment in real estate
|
23,464,564
|
|
|
23,823,916
|
|
||
Cash and cash equivalents
|
586,310
|
|
|
540,905
|
|
||
Accounts receivable, net
|
345,813
|
|
|
348,655
|
|
||
Notes receivable
|
22,498
|
|
|
22,881
|
|
||
Deferred expenses, net
|
500,039
|
|
|
511,814
|
|
||
Prepaid expenses and other assets
|
718,603
|
|
|
796,815
|
|
||
Total assets
|
$
|
25,637,827
|
|
|
$
|
26,044,986
|
|
Liabilities and Owners' Equity:
|
\
|
|
|
|
|
||
Mortgages, notes and loans payable
|
$
|
15,829,842
|
|
|
$
|
16,139,498
|
|
Accounts payable, accrued expenses and other liabilities
|
1,032,661
|
|
|
1,118,663
|
|
||
Cumulative effect of foreign currency translation ("CFCT")
|
(7,701
|
)
|
|
(21,384
|
)
|
||
Owners' equity, excluding CFCT
|
8,783,025
|
|
|
8,808,209
|
|
||
Total liabilities and owners' equity
|
$
|
25,637,827
|
|
|
$
|
26,044,986
|
|
Investment in Unconsolidated Real Estate Affiliates, Net:
|
|
|
|
|
|
||
Owners' equity
|
$
|
8,775,323
|
|
|
$
|
8,786,824
|
|
Less: joint venture partners' equity
|
(4,806,830
|
)
|
|
(4,796,896
|
)
|
||
Plus: excess investment/basis differences
|
1,305,517
|
|
|
1,220,632
|
|
||
Investment in Unconsolidated Real Estate Affiliates, net (equity method)
|
5,274,010
|
|
|
5,210,560
|
|
||
Investment in Unconsolidated Real Estate Affiliates, net (cost method)
|
30,483
|
|
|
30,483
|
|
||
Retail investment, net
|
14,460
|
|
|
19,912
|
|
||
Investment in Unconsolidated Real Estate Affiliates, net
|
$
|
5,318,953
|
|
|
$
|
5,260,955
|
|
Reconciliation - Investment in Unconsolidated Real Estate Affiliates:
|
|
|
|
|
|
||
Asset - Investment in Unconsolidated Real Estate Affiliates
|
$
|
5,381,821
|
|
|
$
|
5,385,582
|
|
Liability - Investment in Unconsolidated Real Estate Affiliates
|
(62,868
|
)
|
|
(124,627
|
)
|
||
Investment in Unconsolidated Real Estate Affiliates, net
|
$
|
5,318,953
|
|
|
$
|
5,260,955
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates (1)
|
|
|
|
|
|
|
||
Revenues:
|
|
|
|
|
|
|
||
Rental revenues, net
|
|
$
|
641,036
|
|
|
$
|
420,419
|
|
Condominium sales
|
|
—
|
|
|
36,889
|
|
||
Other
|
|
15,366
|
|
|
18,269
|
|
||
Total revenues
|
|
656,402
|
|
|
475,577
|
|
||
Expenses:
|
|
|
|
|
|
|
||
Real estate taxes
|
|
62,121
|
|
|
36,136
|
|
||
Property maintenance costs
|
|
15,677
|
|
|
11,664
|
|
||
Marketing
|
|
6,074
|
|
|
5,591
|
|
||
Other property operating costs
|
|
79,552
|
|
|
56,305
|
|
||
Condominium cost of sales
|
|
—
|
|
|
26,895
|
|
||
Provision for doubtful accounts
|
|
—
|
|
|
2,559
|
|
||
Property management and other costs (2)
|
|
29,040
|
|
|
23,413
|
|
||
General and administrative
|
|
1,667
|
|
|
558
|
|
||
Depreciation and amortization
|
|
263,399
|
|
|
125,080
|
|
||
Total expenses
|
|
457,530
|
|
|
288,201
|
|
||
Interest income
|
|
2,282
|
|
|
1,841
|
|
||
Interest expense
|
|
(173,599
|
)
|
|
(104,564
|
)
|
||
Provision for income taxes
|
|
(567
|
)
|
|
(205
|
)
|
||
Loss in unconsolidated joint ventures
|
|
(8,733
|
)
|
|
(7,563
|
)
|
||
Income from continuing operations
|
|
18,255
|
|
|
76,885
|
|
||
Allocation to noncontrolling interests
|
|
(14
|
)
|
|
(18
|
)
|
||
Net income attributable to the ventures
|
|
$
|
18,241
|
|
|
$
|
76,867
|
|
Equity In Income of Unconsolidated Real Estate Affiliates:
|
|
|
|
|
|
|
||
Net income attributable to the ventures
|
|
$
|
18,241
|
|
|
$
|
76,867
|
|
Joint venture partners' share of income
|
|
(9,056
|
)
|
|
(35,601
|
)
|
||
Elimination of gain from consolidated real estate investment with interest owned through joint venture
|
|
—
|
|
|
(89
|
)
|
||
Loss on retail investment
|
|
(5,452
|
)
|
|
(5,856
|
)
|
||
Amortization of capital or basis differences
|
|
(11,606
|
)
|
|
(11,482
|
)
|
||
Equity in income (loss) of Unconsolidated Real Estate Affiliates
|
|
$
|
(7,873
|
)
|
|
$
|
23,839
|
|
|
(1)
|
The Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates include income from the joint ventures formed in conjunction with the BPY Transaction subsequent to August 27, 2018 (
Note 3
).
|
|
|
March 31, 2019 (1)
|
|
Weighted-Average
Interest Rate (2)
|
|
December 31, 2018 (3)
|
|
Weighted-Average
Interest Rate (2)
|
||||||
Fixed-rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Collateralized mortgages, notes and loans payable
|
|
$
|
6,047,625
|
|
|
4.39
|
%
|
|
$
|
6,073,193
|
|
|
4.38
|
%
|
Total fixed-rate debt
|
|
6,047,625
|
|
|
4.39
|
%
|
|
6,073,193
|
|
|
4.38
|
%
|
||
Variable-rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Collateralized mortgages, notes and loans payable (4)
|
|
1,698,647
|
|
|
4.40
|
%
|
|
1,702,142
|
|
|
4.22
|
%
|
||
Unsecured corporate debt (5)
|
|
5,752,154
|
|
|
4.89
|
%
|
|
4,814,314
|
|
|
4.86
|
%
|
||
Total variable-rate debt
|
|
7,450,801
|
|
|
4.78
|
%
|
|
6,516,456
|
|
|
4.69
|
%
|
||
Total Mortgages, notes and loans payable
|
|
$
|
13,498,426
|
|
|
4.61
|
%
|
|
$
|
12,589,649
|
|
|
4.54
|
%
|
Junior subordinated notes
|
|
$
|
206,200
|
|
|
4.20
|
%
|
|
$
|
206,200
|
|
|
3.97
|
%
|
|
(1)
|
Includes
$7.3 million
of market rate adjustments and
$115.9 million
of deferred financing costs, net.
|
(2)
|
Represents the weighted-average interest rates on our principal balances, excluding the effects of market rate adjustments and deferred financing costs.
|
(3)
|
Includes
$7.7 million
of market rate adjustments and
$123.8 million
of deferred financing costs, net.
|
(4)
|
$1.3 billion
of the variable-rate balance is cross-collateralized.
|
(5)
|
Includes deferred financing costs, which are shown as a reduction to the debt balance. See table below for the balance excluding deferred financing costs.
|
|
|
March 31, 2019 (1)
|
|
Weighted-Average
Interest Rate
|
|
December 31, 2018 (2)
|
|
Weighted-Average
Interest Rate
|
||||||
Unsecured debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Unsecured corporate debt
|
|
$
|
5,855,535
|
|
|
4.89
|
%
|
|
$
|
4,923,740
|
|
|
4.86
|
%
|
Total unsecured debt
|
|
$
|
5,855,535
|
|
|
4.89
|
%
|
|
$
|
4,923,740
|
|
|
4.86
|
%
|
|
(1)
|
Excludes deferred financing costs of
$103.4 million
in
2019
that decrease the total amount that appears outstanding in our Consolidated Balance Sheets.
|
(2)
|
Excludes deferred financing costs of
$109.4 million
in
2018
that decrease the total amount that appears outstanding in our Consolidated Balance Sheets.
|
Year
|
|
Amount
|
||
Remainder of 2019
|
|
$
|
6,534
|
|
2020
|
|
8,958
|
|
|
2021
|
|
9,175
|
|
|
2022
|
|
9,395
|
|
|
2023
|
|
9,621
|
|
|
2024
|
|
9,853
|
|
|
2025 and thereafter
|
|
95,184
|
|
|
Total undiscounted lease payments
|
|
148,720
|
|
|
Less: Present value adjustment
|
|
(75,401
|
)
|
|
Total lease liability
|
|
$
|
73,319
|
|
Year
|
Amount
|
||
2019
|
$
|
9,948
|
|
2020
|
10,164
|
|
|
2021
|
10,386
|
|
|
2022
|
10,592
|
|
|
2023
|
10,794
|
|
|
2024 and thereafter
|
118,835
|
|
|
Total
|
$
|
170,719
|
|
Weighted-average remaining lease term (years)
|
17
|
Weighted-average discount rate
|
7.36%
|
|
|
Supplemental disclosure for the statement of cash flows:
|
|
Cash paid for amounts included in the measurement of lease liabilities
|
$2,191
|
Year
|
Amount
|
||
Remainder of 2019
|
$
|
710,542
|
|
2020
|
883,509
|
|
|
2021
|
794,816
|
|
|
2022
|
701,209
|
|
|
2023
|
605,294
|
|
|
2024
|
495,760
|
|
|
Subsequent
|
1,455,721
|
|
|
|
$
|
5,646,851
|
|
Year
|
Amount
|
||
2019
|
$
|
764,196
|
|
2020
|
696,381
|
|
|
2021
|
621,582
|
|
|
2022
|
543,232
|
|
|
2023
|
464,453
|
|
|
Subsequent
|
1,442,312
|
|
|
|
$
|
4,532,156
|
|
|
Amount
|
||
Minimum rents, billed
|
$
|
221,962
|
|
Tenant recoveries, billed
|
91,927
|
|
|
Lease termination income, billed
|
1,495
|
|
|
Overage rent, billed
|
4,351
|
|
|
Total contractual operating lease billings
|
319,735
|
|
|
Adjustment to recognize contractual operating lease billings on a straight-line basis
|
3,197
|
|
|
Above and below-market tenant leases, net
|
2,795
|
|
|
Less provision for doubtful accounts
|
(2,707
|
)
|
|
Total rental revenues, net
|
$
|
323,020
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Distributions to preferred BPROP units ("Preferred Units")
|
|
$
|
(1,614
|
)
|
|
$
|
(633
|
)
|
Net income allocation to noncontrolling interests in BPROP from continuing operations ("Common Units")
|
|
—
|
|
|
(560
|
)
|
||
Net income allocation to noncontrolling interests in BPROP from continuing operations ("LTIP Units")
|
|
—
|
|
|
(134
|
)
|
||
Net income allocated to noncontrolling interest in consolidated real estate affiliates
|
|
305
|
|
|
(533
|
)
|
||
Net income allocated to noncontrolling interest of the Operating Partnership (1)
|
|
(5,324
|
)
|
|
—
|
|
||
Allocation to noncontrolling interests
|
|
(6,633
|
)
|
|
(1,860
|
)
|
||
Other comprehensive (income) loss allocated to noncontrolling interests
|
|
—
|
|
|
2
|
|
||
Comprehensive income allocated to noncontrolling interests
|
|
$
|
(6,633
|
)
|
|
$
|
(1,858
|
)
|
Balance at January 1, 2018
|
$
|
248,126
|
|
Net income
|
560
|
|
|
Distributions
|
(1,842
|
)
|
|
Other comprehensive loss
|
(2
|
)
|
|
Fair value adjustment for noncontrolling interests in Operating Partnership
|
(23,252
|
)
|
|
Balance at March 31, 2018
|
$
|
223,590
|
|
|
|
||
Balance at January 1, 2019
|
$
|
73,696
|
|
LTIP Expense
|
3,358
|
|
|
Series K Preferred Unit redemption
|
(14,935
|
)
|
|
Balance at March 31, 2019
|
$
|
62,119
|
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Dividend Per Share
|
||
2019
|
|
|
|
|
|
|
||
May 6
|
|
May 31, 2019
|
|
June 28, 2019
|
|
$
|
0.330
|
|
February 6
|
|
February 28, 2019
|
|
March 29, 2019
|
|
0.330
|
|
|
2018
|
|
|
|
|
|
|
||
October 31
|
|
November 30, 2018
|
|
December 31, 2018
|
|
$
|
0.315
|
|
August 28
|
|
August 31, 2018
|
|
September 28, 2018
|
|
0.315
|
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Average Dividend Per Share
|
||
2019
|
|
|
|
|
|
|
||
March 25
|
|
March 27, 2019
|
|
March 27, 2019
|
|
$
|
1.015
|
|
Declaration Date (1)
|
|
Record Date
|
|
Payment Date
|
|
Dividend Per Share
|
||
2018
|
|
|
|
|
|
|
||
May 3
|
|
July 13, 2018
|
|
July 31, 2018
|
|
$
|
0.22
|
|
February 7
|
|
April 13, 2018
|
|
April 30, 2018
|
|
0.22
|
|
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Dividend Per Share
|
||
2019
|
|
|
|
|
|
|
||
May 6
|
|
June 14, 2019
|
|
July 1, 2019
|
|
$
|
0.3984
|
|
February 6
|
|
March 15, 2019
|
|
April 1, 2019
|
|
0.3984
|
|
|
2018
|
|
|
|
|
|
|
||
October 31
|
|
December 14, 2018
|
|
January 1, 2019
|
|
$
|
0.3984
|
|
July 31
|
|
September 17, 2018
|
|
October 1, 2018
|
|
0.3984
|
|
|
May 3
|
|
June 15, 2018
|
|
July 2, 2018
|
|
0.3984
|
|
|
February 6
|
|
March 15, 2018
|
|
April 2, 2018
|
|
0.3984
|
|
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
Net unrealized gains on financial instruments
|
|
$
|
75
|
|
|
$
|
167
|
|
Foreign currency translation
|
|
(83,188
|
)
|
|
(72,398
|
)
|
||
Accumulated other comprehensive loss
|
|
$
|
(83,113
|
)
|
|
$
|
(72,231
|
)
|
|
|
|
Three Months Ended March 31, 2018
|
||
Numerators - Basic:
|
|
|
|
||
Net income
|
|
|
$
|
65,896
|
|
Preferred Stock dividends
|
|
|
(3,984
|
)
|
|
Allocation to noncontrolling interests
|
|
|
(1,860
|
)
|
|
Net income attributable to common stockholders
|
|
|
$
|
60,052
|
|
Denominators:
|
|
|
|
||
Weighted-average number of common shares outstanding - basic
|
|
|
957,450,333
|
|
|
Effect of dilutive securities
|
|
|
2,842,797
|
|
|
Weighted-average number of common shares outstanding - diluted
|
|
|
960,293,130
|
|
|
Anti-dilutive Securities:
|
|
|
|
||
Effect of Preferred Units
|
|
|
1,514,030
|
|
|
Effect of Common Units
|
|
|
8,374,109
|
|
|
Effect of LTIP Units
|
|
|
1,788,081
|
|
|
Weighted-average number of anti-dilutive securities
|
|
|
11,676,220
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Stock options - Property management and other costs
|
$
|
—
|
|
|
$
|
89
|
|
Stock options - General and administrative
|
—
|
|
|
64
|
|
||
Restricted stock - Property management and other costs
|
1,384
|
|
|
1,103
|
|
||
Restricted stock - General and administrative
|
335
|
|
|
610
|
|
||
LTIP Units - Property management and other costs
|
72
|
|
|
363
|
|
||
LTIP Units - General and administrative
|
957
|
|
|
4,169
|
|
||
Total
|
$
|
2,748
|
|
|
$
|
6,398
|
|
|
|
2019
|
|
2018
|
||||||||||
|
Shares
|
|
Weighted Average Exercise Price
|
|
Shares
|
|
Weighted Average Exercise Price
|
||||||
Stock options Outstanding at January 1,
|
1,011,523
|
|
|
$
|
19.71
|
|
|
14,427,103
|
|
|
$
|
17.84
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Exercised
|
(773,642
|
)
|
|
17.91
|
|
|
(246,202
|
)
|
|
15.61
|
|
||
Forfeited
|
(13
|
)
|
|
26.05
|
|
|
—
|
|
|
—
|
|
||
Expired
|
—
|
|
|
—
|
|
|
(42,217
|
)
|
|
22.19
|
|
||
Conversion effect (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Stock options Outstanding at March 31,
|
237,868
|
|
|
$
|
25.59
|
|
|
14,138,684
|
|
|
$
|
17.87
|
|
|
(1)
|
In connection with the BPY Transaction, outstanding GGP in and out of the money options were canceled and replaced with Class A Stock of BPR and BPY options, respectively. The BPY options remain outstanding as of March 31, 2019 as they are held by employees of BPR subsidiaries. Stock compensation costs related to the grant of BPY option awards to employees of BPR subsidiaries are recognized as compensation expense with a corresponding capital contribution from BPY.
|
|
2019
|
|
2018
|
||||||||||
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
||||||
LTIP Units Outstanding at January 1,
|
3,921,175
|
|
|
$
|
25.96
|
|
|
4,747,664
|
|
|
$
|
26.98
|
|
Granted (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Exercised
|
(1,694,222
|
)
|
|
28.33
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
(179,824
|
)
|
|
25.82
|
|
||
Expired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Conversion effect (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
LTIP Units Outstanding at March 31,
|
2,226,953
|
|
|
$
|
24.16
|
|
|
4,567,840
|
|
|
$
|
27.02
|
|
|
(1)
|
In connection with the BPY Transaction, certain existing LTIP awards were canceled and replaced with substitute awards of a BPY affiliate. The substitute LTIP awards remain outstanding as of March 31, 2019 as they are held by employees
|
|
2019
|
|
2018
|
||||||||||
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
||||||
Restricted stock Outstanding at January 1,
|
986,937
|
|
|
$
|
22.48
|
|
|
1,089,364
|
|
|
$
|
25.29
|
|
Granted
|
—
|
|
|
—
|
|
|
1,074,137
|
|
|
21.52
|
|
||
Vested
|
(384,553
|
)
|
|
22.60
|
|
|
(224,532
|
)
|
|
26.25
|
|
||
Forfeited
|
(3,266
|
)
|
|
21.55
|
|
|
(68,076
|
)
|
|
25.90
|
|
||
Conversion effect (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Restricted stock Outstanding at March 31,
|
599,118
|
|
|
$
|
22.41
|
|
|
1,870,893
|
|
|
$
|
22.99
|
|
|
(1)
|
In connection with the BPY Transaction, outstanding restricted GGP shares were replaced with restricted shares of Class A Stock.
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Trade receivables
|
|
$
|
96,530
|
|
|
$
|
97,329
|
|
Short-term tenant receivables
|
|
4,326
|
|
|
4,378
|
|
||
Straight-line rent receivable
|
|
140,549
|
|
|
137,387
|
|
||
Other accounts receivable
|
|
2,924
|
|
|
3,126
|
|
||
Total accounts receivable
|
|
244,329
|
|
|
242,220
|
|
||
Provision for doubtful accounts
|
|
(21,489
|
)
|
|
(19,658
|
)
|
||
Total accounts receivable, net
|
|
$
|
222,840
|
|
|
$
|
222,562
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Notes receivable
|
|
$
|
239,993
|
|
|
$
|
239,597
|
|
Accrued interest
|
|
7,101
|
|
|
17,340
|
|
||
Total notes receivable
|
|
$
|
247,094
|
|
|
$
|
256,937
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Gross Asset
|
|
Accumulated
Amortization
|
|
Balance
|
|
Gross Asset
|
|
Accumulated
Amortization
|
|
Balance
|
||||||||||||
Intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Above-market tenant leases, net
|
$
|
134,361
|
|
|
$
|
(103,398
|
)
|
|
$
|
30,963
|
|
|
$
|
160,363
|
|
|
$
|
(125,152
|
)
|
|
$
|
35,211
|
|
Below-market ground leases, net
|
—
|
|
|
—
|
|
|
—
|
|
|
61,983
|
|
|
(8,293
|
)
|
|
53,690
|
|
||||||
Real estate tax stabilization agreement, net
|
111,506
|
|
|
(52,970
|
)
|
|
58,536
|
|
|
111,506
|
|
|
(51,393
|
)
|
|
60,113
|
|
||||||
Total intangible assets
|
$
|
245,867
|
|
|
$
|
(156,368
|
)
|
|
$
|
89,499
|
|
|
$
|
333,852
|
|
|
$
|
(184,838
|
)
|
|
$
|
149,014
|
|
Remaining prepaid expenses and other assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Restricted cash
|
|
|
|
|
40,380
|
|
|
|
|
|
|
51,674
|
|
||||||||||
Security and escrow deposits
|
|
|
|
|
|
|
1,562
|
|
|
|
|
|
|
1,394
|
|
||||||||
Prepaid expenses
|
|
|
|
|
|
|
31,657
|
|
|
|
|
|
|
39,816
|
|
||||||||
Other non-tenant receivables
|
|
|
|
|
|
|
53,059
|
|
|
|
|
|
|
53,016
|
|
||||||||
Right of use assets, net
|
|
|
|
|
118,545
|
|
|
|
|
|
|
—
|
|
||||||||||
Other
|
|
|
|
|
|
|
16,675
|
|
|
|
|
|
|
18,734
|
|
||||||||
Total remaining prepaid expenses and other assets
|
|
|
|
|
|
|
261,878
|
|
|
|
|
|
|
|
|
164,634
|
|
||||||
Total prepaid expenses and other assets
|
|
|
|
|
|
|
$
|
351,377
|
|
|
|
|
|
|
|
|
$
|
313,648
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Gross
Liability
|
|
Accumulated
Accretion
|
|
Balance
|
|
Gross
Liability
|
|
Accumulated
Accretion
|
|
Balance
|
||||||||||||
Intangible liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Below-market tenant leases, net
|
180,395
|
|
|
(69,405
|
)
|
|
$
|
110,990
|
|
|
194,858
|
|
|
(76,825
|
)
|
|
$
|
118,033
|
|
||||
Above-market ground leases, net
|
—
|
|
|
—
|
|
|
—
|
|
|
754
|
|
|
(73
|
)
|
|
681
|
|
||||||
Total intangible liabilities
|
$
|
180,395
|
|
|
$
|
(69,405
|
)
|
|
$
|
110,990
|
|
|
$
|
195,612
|
|
|
$
|
(76,898
|
)
|
|
$
|
118,714
|
|
Remaining accounts payable and accrued expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accrued interest
|
|
|
|
|
|
|
32,339
|
|
|
|
|
|
|
|
|
29,576
|
|
||||||
Accounts payable and accrued expenses
|
|
|
|
|
|
|
52,289
|
|
|
|
|
|
|
|
|
68,425
|
|
||||||
Accrued real estate taxes
|
|
|
|
|
|
|
44,169
|
|
|
|
|
|
|
|
|
59,877
|
|
||||||
Deferred gains/income
|
|
|
|
|
|
|
64,897
|
|
|
|
|
|
|
|
|
75,841
|
|
||||||
Accrued payroll and other employee liabilities
|
|
|
|
|
|
|
27,423
|
|
|
|
|
|
|
|
|
64,515
|
|
||||||
Construction payable
|
|
|
|
|
|
|
232,248
|
|
|
|
|
|
|
|
|
267,102
|
|
||||||
Tenant and other deposits
|
|
|
|
|
|
|
12,674
|
|
|
|
|
|
|
|
|
12,248
|
|
||||||
Lease liability right of use
|
|
|
|
|
73,319
|
|
|
|
|
|
|
—
|
|
||||||||||
Insurance reserve liability
|
|
|
|
|
|
|
12,546
|
|
|
|
|
|
|
|
|
12,281
|
|
||||||
Capital lease obligations
|
|
|
|
|
|
|
5,385
|
|
|
|
|
|
|
|
|
5,385
|
|
||||||
Conditional asset retirement obligation liability
|
|
|
|
|
|
|
2,391
|
|
|
|
|
|
|
|
|
2,484
|
|
||||||
Other
|
|
|
|
|
|
|
209,381
|
|
|
|
|
|
|
|
|
236,921
|
|
||||||
Total remaining Accounts payable and accrued expenses
|
|
|
|
|
|
|
769,061
|
|
|
|
|
|
|
|
|
834,655
|
|
||||||
Total Accounts payable and accrued expenses
|
|
|
|
|
|
|
$
|
880,051
|
|
|
|
|
|
|
|
|
$
|
953,369
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(Dollars in thousands)
|
||||||
Contractual rent expense, including participation rent
|
|
$
|
3,265
|
|
|
$
|
2,150
|
|
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent
|
|
3,265
|
|
|
1,598
|
|
ITEM 2
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
March 31, 2019 (1)
|
|
March 31, 2018 (1)
|
||||
In-Place Rents Per Square Foot for Total Retail Properties (2)
|
|
$
|
79.17
|
|
|
$
|
78.73
|
|
|
|
|
|
|
||||
Percentage Occupied for Total Retail Properties
|
|
94.3
|
%
|
|
94.4
|
%
|
|
(1)
|
Metrics exclude properties acquired in the year ended
December 31, 2018
and the
three months ended March 31, 2019
, reductions in ownership as a result of sales or other transactions, and certain redevelopments and other properties.
|
(2)
|
Rent is presented on a cash basis and consists of base minimum rent and common area costs.
|
|
# of Leases
|
|
SF (in thousands)
|
|
Term
(in years)
|
|
Initial Rent PSF (1)
|
|
Expiring Rent PSF (2)
|
|
Initial Rent
Spread
|
|
% Change
|
||||||||||
Trailing 12 Month Commencements
|
1,105
|
|
|
4,488
|
|
|
7.5
|
|
|
$
|
61.55
|
|
|
$
|
57.45
|
|
|
$
|
4.11
|
|
|
7.1
|
%
|
|
(1)
|
Represents initial annual rent over the lease consisting of base minimum rent and common area maintenance.
|
(2)
|
Represents expiring rent at end of lease consisting of base minimum rent and common area maintenance.
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Components of Rental Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Base minimum rents
|
$
|
221,962
|
|
|
$
|
361,909
|
|
|
$
|
(139,947
|
)
|
|
(38.7
|
)%
|
Lease termination income
|
1,495
|
|
|
5,603
|
|
|
(4,108
|
)
|
|
(73.3
|
)%
|
|||
Straight-line rent
|
3,197
|
|
|
1,261
|
|
|
1,936
|
|
|
153.5
|
%
|
|||
Above and below-market tenant leases, net
|
2,795
|
|
|
(250
|
)
|
|
3,045
|
|
|
(1,218.0
|
)%
|
|||
Tenant recoveries
|
91,927
|
|
|
157,002
|
|
|
(65,075
|
)
|
|
(41.4
|
)%
|
|||
Overage rent
|
4,351
|
|
|
6,244
|
|
|
(1,893
|
)
|
|
(30.3
|
)%
|
|||
Less provision for doubtful accounts
|
(2,707
|
)
|
|
—
|
|
|
(2,707
|
)
|
|
—
|
|
|||
Total rental revenues, net
|
$
|
323,020
|
|
|
$
|
531,769
|
|
|
(208,749
|
)
|
|
(39.3
|
)%
|
•
|
to obtain property-secured debt with laddered maturities; and
|
•
|
to minimize the amount of debt that is cross-collateralized and/or recourse to us.
|
|
Consolidated
|
|
Unconsolidated
|
||||
|
(Dollars in thousands)
|
||||||
2019
|
$
|
301,034
|
|
|
$
|
1,304,957
|
|
2020
|
701,013
|
|
|
905,871
|
|
||
2021 (1)
|
2,772,728
|
|
|
758,156
|
|
||
2022
|
2,054,651
|
|
|
1,124,571
|
|
||
2023 (2)
|
3,238,521
|
|
|
1,269,020
|
|
||
Subsequent (3)
|
4,636,679
|
|
|
2,568,555
|
|
||
Total
|
$
|
13,704,626
|
|
|
$
|
7,931,130
|
|
|
(1)
|
Includes the Term A-1 Loan (
Note 6
).
|
(2)
|
Includes the Term A-2 Loan (
Note 6
).
|
(3)
|
Includes the Term B Loan (
Note 6
).
|
|
|
|
Stabilized
Year |
Proportionate Cost (1)
|
|||||
Property
|
Location
|
Description
|
Total
|
To-Date
|
|||||
Major Development Summary (in millions, at share unless otherwise noted)
|
|||||||||
Active developments
|
|
|
|
|
|||||
|
|
|
|
|
|
||||
The SoNo Collection
|
Norwalk, CT
|
Ground up development
|
2022
|
451.3
|
|
233.3
|
|
||
|
|
|
|
|
|
||||
Active redevelopments
|
|
|
|
|
|||||
|
|
|
|
|
|
||||
Paramus Park
|
Paramus, NJ
|
Sears Redevelopment for Stew Leonard's
|
2021
|
20.7
|
|
10.1
|
|
||
Stonestown Galleria
|
San Francisco, CA
|
Anchor Redevelopment for Retail and Entertainment
|
2021
|
148.9
|
|
3.5
|
|
||
Other Projects
|
Various
|
|
2020-2022
|
73.7
|
|
26.9
|
|
||
Active developments/redevelopments
|
|
$
|
694.6
|
|
$
|
273.8
|
|
||
In planning
|
|
|
|
|
|||||
|
|
|
|
|
|
||||
Ala Moana
|
Honolulu, HI
|
Residential Tower
|
2025
|
159.3
|
|
—
|
|
||
Alderwood
|
Lynnwood, WA
|
Sears Redevelopment - Retail
|
2022
|
5.6
|
|
0.9
|
|
||
Alderwood
|
Lynnwood, WA
|
Sears Redevelopment - Residential
|
2022
|
11.7
|
|
0.1
|
|
||
Jordan Creek
|
West Des Moines, IA
|
Younkers Redevelopment (inc. Dave & Busters)
|
2021
|
23.5
|
|
—
|
|
||
North Point
|
Alpharetta, GA
|
Sears Redevelopment - Retail + Restaurants
|
2022
|
13.1
|
|
0.3
|
|
||
North Point
|
Alpharetta, GA
|
Sears Redevelopment - Residential
|
2022
|
62.6
|
|
—
|
|
||
Northbrook Court
|
Northbrook, IL
|
Macy’s Redevelopment - Retail, grocery anchored expansion
|
2022
|
40.5
|
|
0.7
|
|
||
Northbrook Court
|
Northbrook, IL
|
Macy’s Redevelopment - Residential
|
2022
|
24.3
|
|
—
|
|
||
Oxmoor Center
|
Louisville, KY
|
Sears Redevelopment for Top Golf + restaurants
|
2022
|
28.5
|
|
0.7
|
|
||
Streets at Southpoint
|
Durham, NC
|
Mixed Use Densification
|
2024
|
106.5
|
|
—
|
|
||
Tysons Galleria
|
McLean, VA
|
Macy's Redevelopment for iPic and multi-level small-shop expansion
|
2022
|
123.1
|
|
1.1
|
|
||
Valley Plaza Mall
|
Bakersfield, CA
|
Sears backfill for multi-tenant spec
|
2021
|
18.1
|
|
—
|
|
||
Other Projects
|
Various
|
|
2021-2025
|
192.9
|
|
1.3
|
|
||
In planning
|
|
|
$
|
809.7
|
|
$
|
5.1
|
|
|
Total retail developments
|
|
|
$
|
1,504.3
|
|
$
|
278.9
|
|
(1)
|
Costs are at BPR's ownership share post August 28, 2018, with closing of new joint venture partnerships.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(Dollars in thousands)
|
||||||
Operating capital expenditures (1)
|
|
$
|
39,723
|
|
|
$
|
37,130
|
|
Tenant allowances and capitalized leasing costs (2)
|
|
46,296
|
|
|
49,401
|
|
||
Capitalized interest and capitalized overhead
|
|
10,624
|
|
|
18,872
|
|
||
Total
|
|
$
|
96,643
|
|
|
$
|
105,403
|
|
(1)
|
Reflects only non-tenant operating capital expenditures.
|
(2)
|
Tenant allowances paid on
3.3 million
square feet.
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Dividend Per Share
|
||
2019
|
|
|
|
|
|
|
||
May 6
|
|
May 31, 2019
|
|
June 28, 2019
|
|
$
|
0.330
|
|
February 6
|
|
February 28, 2019
|
|
March 29, 2019
|
|
0.330
|
|
|
2018
|
|
|
|
|
|
|
||
October 31
|
|
November 30, 2018
|
|
December 31, 2018
|
|
$
|
0.315
|
|
August 28
|
|
August 31, 2018
|
|
September 28, 2018
|
|
0.315
|
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Average Dividend Per Share
|
||
2019
|
|
|
|
|
|
|
||
March 25
|
|
March 27, 2019
|
|
March 27, 2019
|
|
$
|
1.015
|
|
Declaration Date (1)
|
|
Record Date
|
|
Payment Date
|
|
Dividend Per Share
|
||
2018
|
|
|
|
|
|
|
||
May 3
|
|
July 13, 2018
|
|
July 31, 2018
|
|
$
|
0.22
|
|
February 7
|
|
April 13, 2018
|
|
April 30, 2018
|
|
0.22
|
|
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Dividend Per Share
|
||
2019
|
|
|
|
|
|
|
||
May 6
|
|
June 14, 2019
|
|
July 1, 2019
|
|
$
|
0.3984
|
|
February 6
|
|
March 15, 2019
|
|
April 1, 2019
|
|
0.3984
|
|
|
2018
|
|
|
|
|
|
|
||
October 31
|
|
December 14, 2018
|
|
January 1, 2019
|
|
$
|
0.3984
|
|
July 31
|
|
September 17, 2018
|
|
October 1, 2018
|
|
0.3984
|
|
|
May 3
|
|
June 15, 2018
|
|
July 2, 2018
|
|
0.3984
|
|
|
February 7
|
|
March 15, 2018
|
|
April 2, 2018
|
|
0.3984
|
|
•
|
in
2019
, a decrease of cash inflows was primarily due to the joint ventures formed in conjunction with the BPY Transaction in the third quarter of 2018 (
Note 3
);
|
•
|
in
2018
, an increase in cash inflows from distributions received from unconsolidated real estate affiliates; and
|
•
|
in 2018, an increase in cash inflows related to collection of accounts and notes receivable, net.
|
•
|
in
2019
, development of real estate and property improvements,
$(144.9) million
;
|
•
|
in
2019
, proceeds from repayment of loans to joint venture partners,
$18.0 million
;
|
•
|
in
2019
, contributions to unconsolidated real estate affiliates,
$(19.4) million
;
|
•
|
in
2019
, distributions received from unconsolidated real estate affiliates in excess of income,
$27.8 million
;
|
•
|
in 2019, loan to affiliates of
$(332.0) million
;
|
•
|
in 2019, proceeds from loan to affiliates of
$330.0 million
;
|
•
|
in
2018
, development of real estate and property improvements,
$(197.2) million
;
|
•
|
in
2018
, proceeds from repayment of loans to joint venture partners,
$58.6 million
;
|
•
|
in
2018
, contributions to unconsolidated real estate affiliates,
$(20.7) million
; and
|
•
|
in
2018
, distributions received from unconsolidated real estate affiliates in excess of income,
$29.0 million
.
|
•
|
in
2019
, proceeds from the refinancing or issuance of mortgages, notes and loans payable of
$956.8 million
;
|
•
|
in
2019
, buyback of Class A Stock of
$(95.0) million
;
|
•
|
in
2019
, buyback of Class B Stock of
$(224.5) million
;
|
•
|
in
2019
, cash distributions paid to stockholders of
$(501.3) million
;
|
•
|
in
2018
, proceeds from the refinancing or issuance of mortgages, notes and loans payable of
$210.0 million
; net of principal payments of
$(115.6) million
; and
|
•
|
in
2018
, cash distributions paid to common stockholders of
$(210.5) million
.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Net Income Attributable to BPR
|
$
|
31,650
|
|
|
$
|
64,036
|
|
Redeemable noncontrolling interests
|
—
|
|
|
694
|
|
||
Provision for impairment excluded from FFO
|
—
|
|
|
38,379
|
|
||
Unconsolidated Real Estate Affiliates - gain on investment
|
(104,354
|
)
|
|
(10,361
|
)
|
||
Noncontrolling interests in Unconsolidated Real Estate Affiliates - gain on investment of the Operating Partnership
|
10,175
|
|
|
—
|
|
||
Gain (loss) on sales of investment properties
|
(5,511
|
)
|
|
10,343
|
|
||
Preferred stock dividends
|
(3,984
|
)
|
|
(3,984
|
)
|
||
Gain (loss) from changes in control of investment properties and other
|
—
|
|
|
(12,664
|
)
|
||
Depreciation and amortization of capitalized real estate costs - Consolidated Properties
|
113,970
|
|
|
171,834
|
|
||
Depreciation and amortization of capitalized real estate costs - Unconsolidated Properties
|
138,408
|
|
|
72,066
|
|
||
Noncontrolling interests in depreciation
|
(22,063
|
)
|
|
(2,192
|
)
|
||
FFO
|
$
|
158,291
|
|
|
$
|
328,151
|
|
•
|
General volatility of conditions affecting the retail sector;
|
•
|
our inability to acquire and maintain tenants or to lease space on terms favorable to us;
|
•
|
risks related to the bankruptcy or store closures of national tenants with chains of stores in many of our properties;
|
•
|
our inability to sell real estate quickly;
|
•
|
risks related to perceptions by retailers and shoppers of the convenience and attractiveness of our retail properties;
|
•
|
risks related to the development, expansion and acquisitions of properties;
|
•
|
risks related to competition in our business;
|
•
|
risks related to natural disasters or terrorist attacks;
|
•
|
risks related to cyber and data security breaches or information technology failures;
|
•
|
environmental uncertainties and related costs, including costs resulting from uninsured potential losses;
|
•
|
general risks related to inflation or deflation;
|
•
|
risks relating to impairment charges for our real estate assets;
|
•
|
risks related to conflicts of interest with BPY and our status as "controlled company" within the meaning of the rules of Nasdaq;
|
•
|
our dependence on our subsidiaries for cash;
|
•
|
risks related to our joint venture partners, including risks related to conflicts of interests, potential bankruptcies, tax-related obligations and financial support relating to such joint venture partners;
|
•
|
our inability to maintain status as a REIT, and possible adverse changes to tax laws;
|
•
|
risks related to our indebtedness and debt restrictions and covenants;
|
•
|
our inability to refinance, extend, restructure or repay near and indeterminate debt;
|
•
|
our inability to raise capital through financing activities; and
|
•
|
risks related to the BPY Transaction.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Minimum rents
|
$
|
1,297,945
|
|
|
$
|
1,455,039
|
|
|
$
|
1,449,704
|
|
Tenant recoveries
|
540,376
|
|
|
643,607
|
|
|
668,081
|
|
|||
Overage rents
|
29,659
|
|
|
34,874
|
|
|
42,534
|
|
|||
Management fees and other corporate revenues
|
125,776
|
|
|
105,144
|
|
|
95,814
|
|
|||
Other
|
70,278
|
|
|
89,198
|
|
|
90,313
|
|
|||
Total revenues, as reported
|
$
|
2,064,034
|
|
|
$
|
2,327,862
|
|
|
$
|
2,346,446
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Total rental revenues
|
$
|
1,867,980
|
|
|
$
|
2,133,520
|
|
|
$
|
2,160,319
|
|
Management fees and other corporate revenues
|
125,776
|
|
|
105,144
|
|
|
95,814
|
|
|||
Other
|
70,278
|
|
|
89,198
|
|
|
90,313
|
|
|||
Total revenues, as reported
|
$
|
2,064,034
|
|
|
$
|
2,327,862
|
|
|
$
|
2,346,446
|
|
|
|
|
|
Incorporated by Reference Herein
|
||||||
Exhibit Number
|
|
Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
File No.
|
|
|
|
|
|
|
|
|
|
|
|
4.1*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.2*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.2**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101
|
|
The following financial information from Brookfield Property REIT Inc.'s. Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, has been filed with the SEC on May 10, 2019, formatted in XBRL (Extensible Business Reporting Language): (1) Consolidated Balance Sheets, (2) Consolidated Statements of Comprehensive Income, (3) Consolidated Statements of Equity, (4) Consolidated Statements of Cash Flows and (5) Notes to Consolidated Financial Statements.
|
|
|
|
|
|
|
|
|
*
|
Filed herewith.
|
|
|
|
|
Brookfield Property REIT Inc.
|
|
|
|
|
Date: May 10, 2019
|
By:
|
/s/ Michelle Campbell
|
|
|
Michelle Campbell
|
|
|
Secretary
|
|
|
|
Date: May 10, 2019
|
By:
|
/s/ Bryan K. Davis
|
|
|
Bryan K. Davis
|
|
|
Chief Financial Officer*
|
|
|
Brookfield Property Group LLC
|
*
|
Mr. Davis performs the functions of chief financial officer for Brookfield Property REIT Inc. (the "Company") pursuant to a Master Services Agreement, dated August 27, 2018, among Brookfield Asset Management Inc., the Company and certain other parties thereto.
|
Date: May 10, 2019
|
/s/ Brian W. Kingston
|
|
Brian W. Kingston
|
|
Chief Executive Officer
|
|
Brookfield Property Group LLC *
|
Date: May 10, 2019
|
/s/ Bryan K. Davis
|
|
Bryan K. Davis
|
|
Chief Financial Officer
|
|
Brookfield Property Group LLC *
|
/s/ Brian W. Kingston
|
|
Brian W. Kingston
|
|
Chief Executive Officer, Brookfield Property Group LLC
|
|
May 10, 2019
|
/s/ Bryan K. Davis
|
|
Bryan K. Davis
|
|
Chief Financial Officer, Brookfield Property Group LLC
|
|
May 10, 2019
|