UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
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.):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which Registered | ||
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 August 6, 2020 Brookfield Property REIT Inc. (the “Company”) disclosed the following financial information:
The following is the Company’s balance sheet as at June 30, 2020 and December 31, 2019.
Brookfield Property REIT Inc.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| June 30, 2020 | December 31, 2019 | |||||||
| (Dollars in thousands, except share and per share amounts) | ||||||||
| Assets: | ||||||||
| Investment in real estate: | ||||||||
| Land | $ | 3,725,551 | $ | 3,659,595 | ||||
| Buildings and equipment | 14,262,736 | 14,020,589 | ||||||
| Less accumulated depreciation | (2,787,621 | ) | (2,569,911 | ) | ||||
| Construction in progress | 207,938 | 160,443 | ||||||
| Net property and equipment | 15,408,604 | 15,270,716 | ||||||
| Investment in Unconsolidated Real Estate Affiliates | 4,495,267 | 4,634,292 | ||||||
| Net investment in real estate | 19,903,871 | 19,905,008 | ||||||
| Cash and cash equivalents | 209,689 | 197,829 | ||||||
| Accounts receivable, net | 517,209 | 234,928 | ||||||
| Notes receivable | 42,041 | 76,310 | ||||||
| Deferred expenses, net | 173,375 | 188,591 | ||||||
| Prepaid expenses and other assets | 746,888 | 745,060 | ||||||
| Deferred tax assets, net | 623,022 | 625,660 | ||||||
| Total assets | $ | 22,216,095 | $ | 21,973,386 | ||||
| Liabilities: | ||||||||
| Mortgages, notes and loans payable | $ | 16,600,275 | $ | 15,902,894 | ||||
| Investment in Unconsolidated Real Estate Affiliates | 130,958 | 125,565 | ||||||
| Accounts payable and accrued expenses | 1,006,741 | 1,027,130 | ||||||
| Dividend payable | 21 | 21 | ||||||
| Junior subordinated notes | 206,200 | 206,200 | ||||||
| Total liabilities | 17,944,195 | 17,261,810 | ||||||
| Redeemable equity interests | 1,172,745 | 1,354,234 | ||||||
| Redeemable noncontrolling interests | 61,837 | 62,235 | ||||||
| Total redeemable interests | 1,234,582 | 1,416,469 | ||||||
| Equity: | ||||||||
| Total stockholders' equity | 1,578,756 | 1,762,367 | ||||||
| Noncontrolling interests | 1,458,562 | 1,532,740 | ||||||
| Total equity | 3,037,318 | 3,295,107 | ||||||
| Total liabilities, redeemable interests and equity | $ | 22,216,095 | $ | 21,973,386 | ||||
The following is the Company’s income statement for the three and six months ended June 30, 2020 and June 30, 2019.
Brookfield Property REIT Inc.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| (Dollars in thousands, except per share amounts) | ||||||||||||||||
| Revenues: | ||||||||||||||||
| Rental revenues, net | $ | 341,073 | $ | 314,239 | $ | 692,902 | $ | 637,259 | ||||||||
| Management fees and other corporate revenues | 26,565 | 38,050 | 61,903 | 79,238 | ||||||||||||
| Other | 6,827 | 8,743 | 23,290 | 20,918 | ||||||||||||
| Total revenues | 374,465 | 361,032 | 778,095 | 737,415 | ||||||||||||
| Operating Expenses: | ||||||||||||||||
| Real estate taxes | 48,656 | 42,374 | 96,463 | 83,229 | ||||||||||||
| Property maintenance costs | 6,414 | 6,335 | 15,560 | 16,396 | ||||||||||||
| Marketing | 1,641 | 921 | 2,405 | 1,825 | ||||||||||||
| Other property operating costs | 37,262 | 41,076 | 87,083 | 84,498 | ||||||||||||
| Property management and other costs | 57,524 | 59,247 | 118,499 | 115,301 | ||||||||||||
| General and administrative | 5,002 | 5,320 | 9,892 | 10,733 | ||||||||||||
| Costs related to the BPY Transaction | — | 840 | — | 9,179 | ||||||||||||
| Provision for impairment | 71,455 | 184,347 | 71,455 | 184,347 | ||||||||||||
| Depreciation and amortization | 162,896 | 118,382 | 320,242 | 237,181 | ||||||||||||
| Total operating expenses | 390,850 | 458,842 | 721,599 | 742,689 | ||||||||||||
| Interest and dividend income | 763 | 2,891 | 3,859 | 11,313 | ||||||||||||
| Interest expense | (163,964 | ) | (158,845 | ) | (342,766 | ) | (313,551 | ) | ||||||||
| Gain on extinguishment of debt | 14,320 | — | 14,320 | — | ||||||||||||
| Loss from changes in control of investment properties and other, net | (15,433 | ) | — | (15,433 | ) | — | ||||||||||
| Loss before income taxes, equity in loss of Unconsolidated Real Estate Affiliates and related gain on investment, and allocation to noncontrolling interests | (180,699 | ) | (253,764 | ) | (283,524 | ) | (307,512 | ) | ||||||||
| Benefit from (provision for) income taxes | 6,640 | (3,503 | ) | 1,212 | (7,953 | ) | ||||||||||
| Equity in loss of Unconsolidated Real Estate Affiliates | (56,426 | ) | (7,838 | ) | (61,269 | ) | (15,711 | ) | ||||||||
| Unconsolidated Real Estate Affiliates - (loss) gain on investment, net | (1,120 | ) | — | 11,527 | 104,354 | |||||||||||
| Net loss | (231,605 | ) | (265,105 | ) | (332,054 | ) | (226,822 | ) | ||||||||
| Allocation to noncontrolling interests | 22,555 | 37,885 | 41,177 | 31,252 | ||||||||||||
| Net loss attributable to Brookfield Property REIT Inc. | $ | (209,050 | ) | $ | (227,220 | ) | $ | (290,877 | ) | $ | (195,570 | ) | ||||
| Item 7.01 | Regulation FD Disclosure. |
The Company’s board of directors has authorized the repurchase of up to the greater of 5% of the shares of Class A Stock that are issued and outstanding or 10% of the Class A Stock public float over the next 12 months as market conditions and the Company’s liquidity warrant. Repurchases may be made through open market purchases, privately negotiated transactions, structured or derivative transactions, including accelerated stock repurchase transactions, or other methods of acquiring shares and pursuant to Rule 10b5-1 of the Securities Act, from time to time as permitted by applicable securities laws and other legal requirements.
The information set forth in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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. | ||
| August 6, 2020 | By: | /s/ Michelle Campbell |
| Name: | Michelle Campbell | |
| Title: | Secretary | |
.%BRP9 D?RQ.!R4'@9.&Z9(]8HMHZ1E-KT![6@^II@>FZVII#^LV
M&_H /,-S$L-.IT/,P.+VI&CW<OR/UK5DS2;^1'PID",G
M228RB 4NJY!(!V)/LMTP&1;8(E#&EHT532;V@N]D=$T8[!]Y 0,B:4EJG$1N
M[)Q[G-T^T6].;$'87V:P7M(NSS)\=H_#];9@Y!@N/Q4)VI6$TY5T^OBN@>$B
MTX)7J":-!80"R^2G-V'NQ6@)')(SWO-[5;1>[CO/,>)TN'V/PV5PF.49*9^$
MVWVF!U,-CN:FYK<:WE/L'^<;7U