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Name | Symbol | Market | Type |
---|---|---|---|
Brookfield Property REIT Inc | NASDAQ:BPYUP | NASDAQ | Preference Share |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 25.20 | 25.20 | 25.21 | 0 | 01:00:00 |
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Delaware
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27-2963337
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(State or other jurisdiction of incorporating or organization)
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(I.R.S. Employer Identification Number)
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250 Vesey Street, 15th Floor
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New York
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NY
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10281-1023
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Stock, par value $.01 per share
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BPYU
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Nasdaq Global Select Market
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6.375% Series A Cumulative Perpetual Redeemable Preferred Stock, par value $0.01 per share
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BPYUP
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Nasdaq Global Select Market
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☒
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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PAGE
NUMBER
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Part I
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FINANCIAL INFORMATION
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March 31, 2020
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December 31, 2019
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(Dollars in thousands, except share and per share amounts)
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Assets:
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Investment in real estate:
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Land
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$
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3,656,141
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$
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3,659,595
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Buildings and equipment
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14,061,739
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14,020,589
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Less accumulated depreciation
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(2,705,699
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)
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(2,569,911
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)
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Construction in progress
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170,049
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160,443
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Net property and equipment
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15,182,230
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15,270,716
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Investment in Unconsolidated Real Estate Affiliates
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4,537,076
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4,634,292
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Net investment in real estate
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19,719,306
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19,905,008
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Cash and cash equivalents
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224,096
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197,829
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Accounts receivable, net
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241,742
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234,928
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Notes receivable
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46,046
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76,310
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Deferred expenses, net
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181,304
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188,591
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Prepaid expenses and other assets (see Notes 7 and 14)
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712,294
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745,060
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Deferred tax assets, net
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619,241
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625,660
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Total assets
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$
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21,744,029
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$
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21,973,386
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Liabilities:
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Mortgages, notes and loans payable (including related party debt - see Note 6)
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$
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15,933,776
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$
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15,902,894
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Investment in Unconsolidated Real Estate Affiliates
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132,469
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125,565
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Accounts payable and accrued expenses (see Notes 7 and 15)
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938,549
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1,027,130
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Dividend payable
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4,438
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21
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Junior subordinated notes
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206,200
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206,200
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Total liabilities
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17,215,432
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17,261,810
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Redeemable Class A equity interests
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1,183,669
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1,354,234
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Redeemable noncontrolling interests
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61,406
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62,235
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Total redeemable interests
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1,245,075
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1,416,469
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Equity:
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Class B Stock & Series B Preferred Stock (collectively, "Combined Class B Stock"): 5,907,500,000 shares authorized, $0.01 par value, 498,819,044 and 493,665,297 issued and outstanding as of March 31, 2020 and December 31, 2019, respectively (see Note 9)
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4,988
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4,937
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Class C Stock: 1,000,000,000 shares authorized, $0.01 par value, 640,051,301 issued and outstanding as of March 31, 2020 and December 31, 2019
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6,401
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6,401
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Preferred Stock: 500,000,000 shares authorized, $0.01 par value, 10,000,000 shares issued and outstanding as of March 31, 2020 and December 31, 2019
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242,042
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242,042
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Additional paid-in capital
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6,781,031
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6,670,844
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Accumulated deficit
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(5,135,194
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)
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(5,076,455
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)
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Accumulated other comprehensive loss
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(99,784
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)
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(85,402
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)
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Total stockholders' equity
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1,799,484
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1,762,367
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Noncontrolling interests in Consolidated Real Estate Affiliates
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16,986
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26,210
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Noncontrolling interests of the Operating Partnership
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1,467,052
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1,506,530
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Total equity
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3,283,522
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3,295,107
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Total liabilities, redeemable interests and equity
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$
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21,744,029
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$
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21,973,386
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Brookfield Property REIT Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
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Three Months Ended March 31,
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2020
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2019
|
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(Dollars in thousands, except per share amounts)
|
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Revenues:
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Rental revenues, net
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$
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351,829
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$
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323,020
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Management fees and other corporate revenues
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35,338
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41,188
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Other
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16,463
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12,175
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Total revenues
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403,630
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376,383
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Operating Expenses:
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Real estate taxes
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47,807
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40,855
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Property maintenance costs
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9,146
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10,061
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Marketing
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764
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904
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Other property operating costs
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49,821
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43,422
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Property management and other costs
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60,975
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56,054
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General and administrative
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4,890
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5,413
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Costs related to the BPY Transaction
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—
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8,339
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Depreciation and amortization
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157,346
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118,799
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Total operating expenses
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330,749
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283,847
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Interest and dividend income
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3,096
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8,422
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Interest expense
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(178,802
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(154,706
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)
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Loss before income taxes, equity in loss of Unconsolidated Real Estate Affiliates and related gain on investment, and allocation to noncontrolling interests
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(102,825
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)
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(53,748
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)
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Provision for income taxes
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(5,428
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)
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(4,450
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)
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Equity in loss of Unconsolidated Real Estate Affiliates
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(4,843
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)
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(7,873
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)
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Unconsolidated Real Estate Affiliates - gain on investment, net
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12,647
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104,354
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Net (loss) income
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(100,449
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)
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38,283
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Allocation to noncontrolling interests
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18,622
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(6,633
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)
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Net (loss) income attributable to Brookfield Property REIT Inc.
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$
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(81,827
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)
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$
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31,650
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Class A Stock Earnings Per Share (See Note 10):
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Basic & Diluted Earnings Per Share
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$
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0.3325
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$
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0.3300
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Comprehensive Income (Loss), Net:
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Net (loss) income
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$
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(100,449
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)
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$
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38,283
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Other comprehensive loss
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Foreign currency translation
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(14,381
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)
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(404
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)
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Net unrealized losses on other financial instruments
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(1
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)
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(56
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)
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Other comprehensive loss
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(14,382
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)
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(460
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)
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Comprehensive (loss) income
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(114,831
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)
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37,823
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Comprehensive loss (income) allocated to noncontrolling interests
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18,622
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(6,633
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)
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Comprehensive (loss) income attributable to Brookfield Property REIT Inc.
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$
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(96,209
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)
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$
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31,190
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Brookfield Property REIT Inc.
CONSOLIDATED STATEMENTS OF EQUITY (Continued)
(UNAUDITED)
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Combined Class B Stock
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Class C Stock
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Preferred
Stock
|
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Additional
Paid-In
Capital
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Accumulated Deficit
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Accumulated
Other
Comprehensive Loss
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Noncontrolling
Interests in Consolidated Real Estate Affiliates and Operating Partnership
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Total
Equity
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Redeemable Class A Stock
|
||||||||||||||||||
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(Dollars in thousands, except for per share and share amounts)
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|
||||||||||||||||||||||||||||||||
Balance at January 1, 2020
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$
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4,937
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$
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6,401
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$
|
242,042
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$
|
6,670,844
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$
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(5,076,455
|
)
|
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$
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(85,402
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)
|
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$
|
1,532,740
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$
|
3,295,107
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$
|
1,354,234
|
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Net income (loss)
|
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|
|
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(102,334
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)
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|
|
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(19,532
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)
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(121,866
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)
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20,507
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Distributions to noncontrolling interests in consolidated Real Estate Affiliates and Operating Partnership
|
|
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—
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—
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|
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Acquisition/disposition of partner's noncontrolling interests in consolidated Real Estate Affiliates
|
|
|
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(195
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)
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(195
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)
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Buyback of Class A Stock
|
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|
|
|
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|
|
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2,082
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2,082
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(17,955
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)
|
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Buyback of Class B-1 Stock
|
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—
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|
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Series K Preferred Unit redemption
|
|
|
|
|
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|
|
|
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1,868
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(28,975
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)
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(27,107
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)
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|
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Preferred stock dividend ($0.3984 per share)
|
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|
|
|
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(3,984
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)
|
|
|
|
|
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(3,984
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)
|
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|
||||||||||||||||
Other comprehensive loss
|
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|
|
|
|
|
|
|
|
|
(14,382
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)
|
|
|
|
(14,382
|
)
|
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|
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Restricted stock grants, net of forfeitures (814,702 Class A Stock)
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
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|
|
—
|
|
|
1,257
|
|
||||||||||||||
Class A Conversion to Class B-1 (7,326,917 Class A Shares converted to 5,153,748 Class B-1 Shares)
|
51
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|
|
|
|
|
|
110,187
|
|
|
43,629
|
|
|
|
|
|
|
153,867
|
|
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(153,867
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)
|
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Dividends on Class A Stock ($0.3325 per share)
|
|
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|
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|
|
|
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—
|
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(20,507
|
)
|
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Balance at March 31, 2020
|
$
|
4,988
|
|
|
$
|
6,401
|
|
|
$
|
242,042
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|
|
$
|
6,781,031
|
|
|
$
|
(5,135,194
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)
|
|
$
|
(99,784
|
)
|
|
$
|
1,484,038
|
|
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$
|
3,283,522
|
|
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$
|
1,183,669
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(Dollars in thousands)
|
||||||
Cash Flows provided by Operating Activities:
|
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|
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|
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Net (loss) income
|
$
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(100,449
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)
|
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$
|
38,283
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|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
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|
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|
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Equity in loss of Unconsolidated Real Estate Affiliates
|
4,843
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|
|
7,873
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|
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Distributions received from Unconsolidated Real Estate Affiliates
|
17,305
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|
17,699
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|
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Provision for doubtful accounts
|
4,973
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|
2,707
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|
||
Depreciation and amortization
|
157,346
|
|
|
118,799
|
|
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Amortization/write-off of deferred finance costs
|
7,906
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|
|
7,899
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|
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Accretion/write-off of debt market rate adjustments
|
(336
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)
|
|
(413
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)
|
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Amortization of intangibles other than in-place leases
|
8,054
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|
|
(1,205
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)
|
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Amortization of right-of-use assets
|
2,930
|
|
|
1,292
|
|
||
Straight-line rent amortization
|
(4,476
|
)
|
|
4,496
|
|
||
Deferred income taxes
|
6,419
|
|
|
3,826
|
|
||
Unconsolidated Real Estate Affiliates - gain on investment, net
|
(12,647
|
)
|
|
(104,354
|
)
|
||
Net changes:
|
|
|
|
|
|
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Accounts and notes receivable, net
|
(8,732
|
)
|
|
(13,683
|
)
|
||
Prepaid expenses and other assets (see Notes 7 and 14)
|
3,420
|
|
|
10,005
|
|
||
Deferred expenses, net
|
(1,433
|
)
|
|
(6,293
|
)
|
||
Accounts payable and accrued expenses (see Notes 7 and 15)
|
(68,036
|
)
|
|
(80,021
|
)
|
||
Other, net
|
(6,104
|
)
|
|
3,122
|
|
||
Net cash provided by operating activities
|
10,983
|
|
|
10,032
|
|
||
Cash Flows (used in) provided by Investing Activities:
|
|
|
|
|
|
||
Acquisition of real estate and property additions
|
—
|
|
|
(16,596
|
)
|
||
Development of real estate and property improvements
|
(83,623
|
)
|
|
(144,903
|
)
|
||
Loans to affiliates
|
—
|
|
|
(331,975
|
)
|
||
Proceeds from repayment of loans to affiliates
|
—
|
|
|
330,000
|
|
||
Proceeds from repayment of loans to joint venture and joint venture partners
|
—
|
|
|
18,020
|
|
||
Proceeds from sales of investment properties and Unconsolidated Real Estate Affiliates
|
81,024
|
|
|
12,000
|
|
||
Contributions to Unconsolidated Real Estate Affiliates
|
(20,831
|
)
|
|
(19,440
|
)
|
||
Distributions received from Unconsolidated Real Estate Affiliates in excess of income
|
34,685
|
|
|
27,760
|
|
||
Net cash (used in) provided by investing activities
|
11,255
|
|
|
(125,134
|
)
|
||
Cash Flows provided by (used in) Financing Activities:
|
|
|
|
|
|
||
Proceeds from refinancing/issuance of mortgages, notes and loans payable (including related party debt - see Note 6)
|
246,000
|
|
|
956,795
|
|
||
Principal payments on mortgages, notes and loans payable - (including related party debt - see Note 6)
|
(222,687
|
)
|
|
(55,531
|
)
|
||
Payment of deferred finance costs
|
—
|
|
|
28
|
|
||
Buyback of Class A Stock
|
(15,873
|
)
|
|
(95,000
|
)
|
||
Buyback of Combined Class B Stock
|
—
|
|
|
(224,525
|
)
|
||
Series K preferred unit redemptions
|
(28,387
|
)
|
|
(14,556
|
)
|
||
Cash contributions from noncontrolling interests in consolidated real estate affiliates
|
31,688
|
|
|
—
|
|
||
Cash distributions to noncontrolling interests in consolidated real estate affiliates
|
—
|
|
|
(2,119
|
)
|
||
Cash distributions paid to stockholders
|
(20,507
|
)
|
|
(501,306
|
)
|
||
Cash distributions paid to preferred stockholders
|
—
|
|
|
(3,984
|
)
|
||
Cash distributions and redemptions paid to unit holders
|
(1,104
|
)
|
|
(2,227
|
)
|
||
Net cash provided by (used in) financing activities
|
(10,870
|
)
|
|
57,575
|
|
||
Net change in cash, cash equivalents and restricted cash
|
11,368
|
|
|
(57,527
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
275,512
|
|
|
298,693
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
286,880
|
|
|
$
|
241,166
|
|
|
|
|
|
Brookfield Property REIT Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(UNAUDITED)
|
|||||||
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(Dollars in thousands)
|
||||||
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
||
Interest paid
|
$
|
169,715
|
|
|
$
|
149,903
|
|
Interest capitalized
|
1,687
|
|
|
5,590
|
|
||
Income taxes paid
|
571
|
|
|
145
|
|
||
Accrued capital expenditures included in accounts payable and accrued expenses
|
279,545
|
|
|
232,248
|
|
||
Cash paid for amounts included in the measurement of lease liabilities
|
2,336
|
|
|
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
|
|
|
Gross Asset
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
|
|
|
|
|
|
||||||
As of March 31, 2020
|
|
|
|
|
|
|
|
|
|||
Tenant leases:
|
|
|
|
|
|
|
|
|
|||
In-place value
|
$
|
302,311
|
|
|
$
|
(84,260
|
)
|
|
$
|
218,051
|
|
|
|
|
|
|
|
||||||
As of December 31, 2019
|
|
|
|
|
|
||||||
Tenant leases:
|
|
|
|
|
|
||||||
In-place value
|
$
|
311,838
|
|
|
$
|
(72,658
|
)
|
|
$
|
239,180
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
|
|
|
2020
|
|
2019
|
||||
Amortization/accretion effect on continuing operations
|
|
|
|
|
$
|
(29,059
|
)
|
|
$
|
(5,182
|
)
|
Year
|
|
Amount
|
||
2020 Remaining
|
|
$
|
39,799
|
|
2021
|
|
40,342
|
|
|
2022
|
|
31,951
|
|
|
2023
|
|
25,211
|
|
|
2024
|
|
19,637
|
|
•
|
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.
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
|
|
|
2020
|
|
2019
|
||||
Management fees from affiliates
|
|
|
|
|
$
|
35,338
|
|
|
$
|
41,188
|
|
Management fee expense
|
|
|
|
|
(11,286
|
)
|
|
(12,517
|
)
|
||
Net management fees from affiliates
|
|
|
|
|
$
|
24,052
|
|
|
$
|
28,671
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
|
|
Carrying Amount (1)
|
|
Estimated Fair
Value
|
|
Carrying Amount (2)
|
|
Estimated Fair
Value
|
||||||||
Fixed-rate debt
|
|
$
|
8,595,616
|
|
|
$
|
8,553,045
|
|
|
$
|
8,627,332
|
|
|
$
|
8,631,704
|
|
Variable-rate debt
|
|
7,338,160
|
|
|
7,387,635
|
|
|
7,275,562
|
|
|
7,355,744
|
|
||||
|
|
$
|
15,933,776
|
|
|
$
|
15,940,680
|
|
|
$
|
15,902,894
|
|
|
$
|
15,987,448
|
|
|
(1)
|
Includes net market rate adjustments of $4.3 million and deferred financing costs of $124.2 million, net.
|
(2)
|
Includes net market rate adjustments of $4.7 million and deferred financing costs of $131.8 million, net.
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates
|
|
|
|
|
|
||
Assets:
|
|
|
|
|
|
||
Land
|
$
|
3,494,910
|
|
|
$
|
3,458,485
|
|
Buildings and equipment
|
22,392,708
|
|
|
22,119,745
|
|
||
Less accumulated depreciation
|
(4,477,643
|
)
|
|
(4,303,109
|
)
|
||
Construction in progress
|
391,413
|
|
|
657,170
|
|
||
Net investment in real estate
|
21,801,388
|
|
|
21,932,291
|
|
||
Cash and cash equivalents
|
663,947
|
|
|
662,879
|
|
||
Accounts receivable, net
|
332,329
|
|
|
344,946
|
|
||
Notes receivable
|
64,045
|
|
|
22,497
|
|
||
Deferred expenses, net
|
428,808
|
|
|
428,460
|
|
||
Prepaid expenses and other assets
|
626,993
|
|
|
692,407
|
|
||
Total assets
|
$
|
23,917,510
|
|
|
$
|
24,083,480
|
|
Liabilities and Owners' Equity:
|
|
|
|
|
|
||
Mortgages, notes and loans payable
|
$
|
15,160,261
|
|
|
$
|
15,173,099
|
|
Accounts payable, accrued expenses, and other liabilities
|
972,169
|
|
|
1,079,915
|
|
||
Cumulative effect of foreign currency translation ("CFCT")
|
(27,927
|
)
|
|
(9,985
|
)
|
||
Owners' equity, excluding CFCT
|
7,813,007
|
|
|
7,840,451
|
|
||
Total liabilities and owners' equity
|
$
|
23,917,510
|
|
|
$
|
24,083,480
|
|
Investment in Unconsolidated Real Estate Affiliates, Net:
|
|
|
|
|
|
||
Owners' equity
|
$
|
7,785,080
|
|
|
$
|
7,830,466
|
|
Less: joint venture partners' equity
|
(4,342,086
|
)
|
|
(4,357,244
|
)
|
||
Plus: excess investment/basis differences
|
925,443
|
|
|
954,262
|
|
||
Investment in Unconsolidated Real Estate Affiliates, net (equity method)
|
4,368,437
|
|
|
4,427,484
|
|
||
Investment in Unconsolidated Real Estate Affiliates, net (securities)
|
36,170
|
|
|
57,061
|
|
||
Retail investment, net
|
—
|
|
|
24,182
|
|
||
Investment in Unconsolidated Real Estate Affiliates, net
|
$
|
4,404,607
|
|
|
$
|
4,508,727
|
|
Reconciliation - Investment in Unconsolidated Real Estate Affiliates:
|
|
|
|
|
|
||
Asset - Investment in Unconsolidated Real Estate Affiliates
|
$
|
4,537,076
|
|
|
$
|
4,634,292
|
|
Liability - Investment in Unconsolidated Real Estate Affiliates
|
(132,469
|
)
|
|
(125,565
|
)
|
||
Investment in Unconsolidated Real Estate Affiliates, net
|
$
|
4,404,607
|
|
|
$
|
4,508,727
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Condensed Combined Statements of Income (Loss) - Unconsolidated Real Estate Affiliates
|
|
|
|
|
|
|
||
Revenues:
|
|
|
|
|
|
|
||
Rental revenues, net
|
|
$
|
550,595
|
|
|
$
|
641,036
|
|
Condominium sales
|
|
16,215
|
|
|
—
|
|
||
Other
|
|
18,144
|
|
|
15,366
|
|
||
Total revenues
|
|
584,954
|
|
|
656,402
|
|
||
Operating Expenses:
|
|
|
|
|
|
|
||
Real estate taxes
|
|
58,359
|
|
|
62,121
|
|
||
Property maintenance costs
|
|
12,930
|
|
|
15,677
|
|
||
Marketing
|
|
6,326
|
|
|
6,074
|
|
||
Other property operating costs
|
|
75,983
|
|
|
79,552
|
|
||
Condominium cost of sales
|
|
9,918
|
|
|
—
|
|
||
Property management and other costs (1)
|
|
25,509
|
|
|
29,040
|
|
||
General and administrative
|
|
408
|
|
|
1,667
|
|
||
Depreciation and amortization
|
|
230,394
|
|
|
263,399
|
|
||
Total operating expenses
|
|
419,827
|
|
|
457,530
|
|
||
Interest income
|
|
2,551
|
|
|
2,282
|
|
||
Interest expense
|
|
(169,817
|
)
|
|
(173,599
|
)
|
||
Provision for income taxes
|
|
(503
|
)
|
|
(567
|
)
|
||
Equity in loss of unconsolidated joint ventures
|
|
—
|
|
|
(8,733
|
)
|
||
Income (loss) from continuing operations
|
|
(2,642
|
)
|
|
18,255
|
|
||
Allocation to noncontrolling interests
|
|
(12
|
)
|
|
(14
|
)
|
||
Net income (loss) attributable to the ventures
|
|
$
|
(2,654
|
)
|
|
$
|
18,241
|
|
Equity In Loss of Unconsolidated Real Estate Affiliates:
|
|
|
|
|
|
|
||
Net income (loss) attributable to the ventures
|
|
$
|
(2,654
|
)
|
|
$
|
18,241
|
|
Joint venture partners' share of (income) loss
|
|
3,798
|
|
|
(9,056
|
)
|
||
Loss on retail investment
|
|
—
|
|
|
(5,452
|
)
|
||
Amortization of capital or basis differences
|
|
(5,987
|
)
|
|
(11,606
|
)
|
||
Equity in loss of Unconsolidated Real Estate Affiliates
|
|
$
|
(4,843
|
)
|
|
$
|
(7,873
|
)
|
|
|
|
March 31, 2020 (1)
|
|
Weighted-Average
Interest Rate (2)
|
|
December 31, 2019 (3)
|
|
Weighted-Average
Interest Rate (2)
|
||||||
Fixed-rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Collateralized mortgages, notes and loans payable
|
|
$
|
7,606,540
|
|
|
4.21
|
%
|
|
$
|
7,638,697
|
|
|
4.21
|
%
|
Senior secured notes - silver bonds
|
|
989,076
|
|
|
5.75
|
%
|
|
988,635
|
|
|
5.75
|
%
|
||
Total fixed-rate debt
|
|
8,595,616
|
|
|
4.39
|
%
|
|
8,627,332
|
|
|
4.39
|
%
|
||
Variable-rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Collateralized mortgages, notes and loans payable (4)
|
|
2,581,998
|
|
|
4.06
|
%
|
|
2,594,182
|
|
|
4.20
|
%
|
||
Unsecured corporate debt (5)
|
|
4,756,162
|
|
|
3.34
|
%
|
|
4,681,380
|
|
|
4.16
|
%
|
||
Total variable-rate debt
|
|
7,338,160
|
|
|
3.59
|
%
|
|
7,275,562
|
|
|
4.17
|
%
|
||
Total Mortgages, notes and loans payable
|
|
$
|
15,933,776
|
|
|
4.02
|
%
|
|
$
|
15,902,894
|
|
|
4.29
|
%
|
Junior subordinated notes
|
|
$
|
206,200
|
|
|
3.22
|
%
|
|
$
|
206,200
|
|
|
3.39
|
%
|
|
(1)
|
Includes $4.3 million of market rate adjustments and $124.2 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 $4.7 million of market rate adjustments and $131.8 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.
|
•
|
New loan at Shops at Merrick Park in the amount of $390.0 million with an interest rate of 3.90% which matures on November 1, 2024. The loan replaced previous debt of $161.0 million with an interest rate of 5.73% that was scheduled to mature on April 1, 2021. In connection with the refinancing, the Company incurred prepayment penalties of $7.9 million. As the refinancing plan was contemplated in connection with the acquisition of the property, such fees were factored in to the fair value of debt recognized on the consolidation date.
|
•
|
New loans at Park Meadows in the amount of $700.0 million which mature on November 1, 2024. These loans consist of a senior loan in the amount of $615.0 million with an interest rate of 3.18% and a mezzanine loan in the amount of $85.0 million with an interest rate of 6.25%. These loans replaced previous debt of $360.0 million with an interest rate of 4.6% that was scheduled to mature on December 1, 2023. In connection with the refinancing, the Company incurred prepayment penalties of $35.6 million. As the refinancing plan was contemplated in connection with the acquisition of the property, such fees were factored in to the fair value of debt recognized on the consolidation date.
|
•
|
New loan at Park City Center in the amount of $135.0 million with an interest rate of LIBOR plus 3.00% which matures on September 9, 2021. This loan replaced the previous debt of $172.2 million that matured June 6, 2019 and included a pay down of the existing mezzanine loan in the amount of $36.8 million. For the period between the maturity date of the previous debt and the effective date of the new loan, the Company extended forbearance and paid forbearance fees in total amount of $0.5 million.
|
•
|
New loans at 730 Fifth Avenue in the amount of $807.5 million which mature on September 1, 2024. The loans consist of a senior loan in amount of $587.3 million with a 5-year term at LIBOR plus 3.00%, a senior mezzanine loan in amount of $97.9 million with a 5-year term at LIBOR plus 4.25%, and a junior loan in amount of $122.3 million with a 5-year term at LIBOR plus 5.50%. The loans replaced the previous debt of $720.0 million that was previously extended to August 27, 2019 and included a pay down of $180.0 million on June 28, 2019.
|
•
|
New loan at Westlake Center in the amount of $48.8 million with an interest rate of LIBOR plus 2.50% which matures on July 10, 2021. This loan replaced the previous debt of $42.5 million that matured July 10, 2019.
|
•
|
New loans at The Woodlands Mall in the amount of $465.0 million which mature on August 1, 2029. This consists of a $425.0 million loan with an interest rate of 4.25% and a $40.0 million loan with an interest rate of 5.50%. The loans have a weighted average interest rate of 4.36%. The loans replaced previous debt at the property of $294.0 million with a weighted average interest rate of 4.83% that were scheduled to mature on June 10, 2023. In connection with the refinancing, the Company incurred a prepayment penalty of $27.5 million which is recorded as a loss on extinguishment of debt on the Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2019.
|
•
|
One year loan extension at 830 North Michigan Avenue. A principal repayment of $7.0 million was made in conjunction with the extension.
|
•
|
One-year extension of a $1.3 billion loan secured by cross-collateralized mortgages on 15 properties with an interest rate of LIBOR plus 1.75%, which matures on April 25, 2020. A principal repayment of $10.1 million was made in conjunction with the extension.
|
|
|
March 31, 2020 (1)
|
|
Weighted-Average
Interest Rate
|
|
December 31, 2019 (2)
|
|
Weighted-Average
Interest Rate
|
||||||
Corporate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Unsecured corporate debt
|
|
$
|
4,838,823
|
|
|
3.34
|
%
|
|
$
|
4,769,510
|
|
|
4.16
|
%
|
Senior secured notes - silver bonds
|
|
999,950
|
|
|
5.75
|
%
|
|
999,950
|
|
|
5.75
|
%
|
||
Total corporate debt
|
|
$
|
5,838,773
|
|
|
3.75
|
%
|
|
5,769,460
|
|
|
4.44
|
%
|
|
(1)
|
Excludes deferred financing costs of $93.5 million in 2020 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets.
|
(2)
|
Excludes deferred financing costs of $99.4 million in 2019 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets.
|
Year
|
|
Amount
|
||
Remainder of 2020
|
|
$
|
6,969
|
|
2021
|
|
9,520
|
|
|
2022
|
|
9,754
|
|
|
2023
|
|
10,018
|
|
|
2024
|
|
10,250
|
|
|
2025
|
|
10,489
|
|
|
2026 and thereafter
|
|
155,095
|
|
|
Total undiscounted lease payments
|
|
212,095
|
|
|
Less: Present value adjustment
|
|
(134,470
|
)
|
|
Total lease liability
|
|
$
|
77,625
|
|
|
Three Months Ended March 31, 2020
|
|
Three Months Ended March 31, 2019
|
||
Ground leases
|
2,399
|
|
|
658
|
|
Office leases
|
1,964
|
|
|
1,957
|
|
|
March 31, 2020
|
|
March 31, 2019
|
Weighted-average remaining lease term (years)
|
23.2
|
|
17.0
|
Weighted-average discount rate
|
7.67%
|
|
7.36%
|
|
|
|
|
Supplemental disclosure for the consolidated statements of cash flows:
|
|
|
|
Cash paid for amounts included in the measurement of lease liabilities
|
$2,336
|
|
$2,191
|
Year
|
Amount
|
||
Remainder of 2020
|
$
|
838,291
|
|
2021
|
1,054,278
|
|
|
2022
|
951,935
|
|
|
2023
|
827,962
|
|
|
2024
|
694,078
|
|
|
2025
|
565,306
|
|
|
Subsequent
|
1,847,732
|
|
|
|
$
|
6,779,582
|
|
|
Three Months Ended March 31, 2020
|
|
Three Months Ended March 31, 2019
|
||||
Minimum rents, billed
|
$
|
253,509
|
|
|
$
|
221,962
|
|
Tenant recoveries, billed
|
99,045
|
|
|
91,927
|
|
||
Lease termination income, billed
|
854
|
|
|
1,495
|
|
||
Overage rent, billed
|
5,394
|
|
|
4,351
|
|
||
Total contractual operating lease billings
|
358,802
|
|
|
319,735
|
|
||
Adjustment to recognize contractual operating lease billings on a straight-line basis
|
4,476
|
|
|
3,197
|
|
||
Above and below-market tenant leases, net
|
(6,476
|
)
|
|
2,795
|
|
||
Less provision for doubtful accounts
|
(4,973
|
)
|
|
(2,707
|
)
|
||
Total rental revenues, net
|
$
|
351,829
|
|
|
$
|
323,020
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Distributions to preferred BPROP units ("Preferred Units")
|
|
$
|
(910
|
)
|
|
$
|
(1,614
|
)
|
Net loss allocated to noncontrolling interest in consolidated real estate affiliates
|
|
9,030
|
|
|
305
|
|
||
Net loss (income) allocated to noncontrolling interest of the Operating Partnership (1)
|
|
10,502
|
|
|
(5,324
|
)
|
||
Allocation to noncontrolling interests
|
|
18,622
|
|
|
(6,633
|
)
|
||
Comprehensive loss (income) allocated to noncontrolling interests
|
|
$
|
18,622
|
|
|
$
|
(6,633
|
)
|
Balance at January 1, 2019
|
$
|
73,696
|
|
Net income
|
3,358
|
|
|
Series K Preferred Unit redemption
|
(14,935
|
)
|
|
Balance at March 31, 2019
|
62,119
|
|
|
|
|
||
Balance at January 1, 2020
|
$
|
62,235
|
|
Net income
|
(441
|
)
|
|
Series K Preferred Unit redemption
|
(388
|
)
|
|
Balance at March 31, 2020
|
61,406
|
|
Stock Class
|
Authorized
|
Issued
|
Shares Outstanding
|
Votes per Share
|
|||
Class A Stock
|
4,517,500,000
|
|
57,344,755
|
|
55,926,754
|
|
1:1
|
Class B-1 Stock
|
4,517,500,000
|
|
175,177,206
|
|
175,177,206
|
|
1:1
|
Class B-2 Stock
|
965,000,000
|
|
121,203,654
|
|
121,203,654
|
|
0:1
|
Series B Preferred Stock
|
425,000,000
|
|
202,438,184
|
|
202,438,184
|
|
1:1
|
Class C Stock
|
1,000,000,000
|
|
640,051,301
|
|
640,051,301
|
|
1:1
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Dividend Per Share
|
||
2020
|
|
|
|
|
|
|
||
May 7
|
|
May 29
|
|
June 30
|
|
$
|
0.3325
|
|
February 5
|
|
February 28
|
|
March 31
|
|
0.3325
|
|
|
2019
|
|
|
|
|
|
|
||
November 4
|
|
November 29
|
|
December 31
|
|
$
|
0.3300
|
|
August 1
|
|
August 30
|
|
September 30
|
|
0.3300
|
|
|
May 6
|
|
May 31
|
|
June 28
|
|
0.3300
|
|
|
February 6
|
|
February 28
|
|
March 29
|
|
0.3300
|
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Average Dividend Per Share
|
||
2019
|
|
|
|
|
|
|
||
November 4
|
|
December 25
|
|
December 25
|
|
$
|
0.110
|
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Average Dividend Per Share
|
||
2019
|
|
|
|
|
|
|
||
November 4
|
|
December 25
|
|
December 25
|
|
$
|
0.110
|
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Average Dividend Per Share
|
||
2019
|
|
|
|
|
|
|
||
May 25
|
|
June 25
|
|
June 25
|
|
$
|
0.397
|
|
March 25
|
|
March 27
|
|
March 27
|
|
1.015
|
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Dividend Per Share
|
||
2020
|
|
|
|
|
|
|
||
May 7
|
|
June 15, 2020
|
|
July 1, 2020
|
|
$
|
0.3984
|
|
February 5
|
|
March 15, 2020
|
|
April 1, 2020
|
|
0.3984
|
|
|
2019
|
|
|
|
|
|
|
||
November 4
|
|
December 13, 2019
|
|
January 1, 2020
|
|
$
|
0.3984
|
|
August 1
|
|
September 13, 2019
|
|
October 1, 2019
|
|
0.3984
|
|
|
May 6
|
|
June 14, 2019
|
|
July 1, 2019
|
|
0.3984
|
|
|
February 6
|
|
March 15, 2019
|
|
April 1, 2019
|
|
0.3984
|
|
|
|
March 31, 2020
|
|
March 31, 2019
|
||||
Net unrealized gains (losses) on financial instruments
|
|
$
|
(10
|
)
|
|
$
|
75
|
|
Foreign currency translation
|
|
(99,774
|
)
|
|
(83,188
|
)
|
||
Accumulated other comprehensive loss
|
|
$
|
(99,784
|
)
|
|
$
|
(83,113
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Stock options - Property management and other costs
|
$
|
—
|
|
|
$
|
—
|
|
Stock options - General and administrative
|
—
|
|
|
—
|
|
||
Restricted stock - Property management and other costs
|
851
|
|
|
1,384
|
|
||
Restricted stock - General and administrative
|
402
|
|
|
335
|
|
||
LTIP Units - Property management and other costs
|
3
|
|
|
72
|
|
||
LTIP Units - General and administrative
|
6
|
|
|
957
|
|
||
Total
|
$
|
1,262
|
|
|
$
|
2,748
|
|
|
2020
|
|
2019
|
||||||||||
|
Shares
|
|
Weighted Average Exercise Price
|
|
Shares
|
|
Weighted Average Exercise Price
|
||||||
Stock options Outstanding at January 1,
|
175,799
|
|
|
$
|
25.66
|
|
|
1,011,523
|
|
|
$
|
19.71
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Exercised
|
—
|
|
|
—
|
|
|
(773,642
|
)
|
|
17.91
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
26.05
|
|
||
Expired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Stock options Outstanding at March 31,
|
175,799
|
|
|
$
|
25.66
|
|
|
237,868
|
|
|
$
|
25.59
|
|
|
2020
|
|
2019
|
||||||||||
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
||||||
LTIP Units Outstanding at January 1,
|
2,177,668
|
|
|
$
|
24.11
|
|
|
3,921,175
|
|
|
$
|
25.96
|
|
Granted
|
24,251
|
|
|
18.56
|
|
|
—
|
|
|
—
|
|
||
Exercised
|
(35,820
|
)
|
|
26.54
|
|
|
(1,694,222
|
)
|
|
28.33
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Expired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
LTIP Units Outstanding at March 31,
|
2,166,099
|
|
|
$
|
24.00
|
|
|
2,226,953
|
|
|
$
|
24.16
|
|
|
2020
|
|
2019
|
||||||||||
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
||||||
Restricted Stock Outstanding at January 1,
|
1,149,164
|
|
|
$
|
20.98
|
|
|
986,937
|
|
|
$
|
22.48
|
|
Granted
|
851,102
|
|
|
18.57
|
|
|
—
|
|
|
—
|
|
||
Vested
|
(255,801
|
)
|
|
22.08
|
|
|
(384,553
|
)
|
|
22.60
|
|
||
Forfeited
|
(36,400
|
)
|
|
19.94
|
|
|
(3,266
|
)
|
|
21.55
|
|
||
Restricted Stock Outstanding at March 31,
|
1,708,065
|
|
|
$
|
19.63
|
|
|
599,118
|
|
|
$
|
22.41
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Trade receivables
|
|
$
|
115,369
|
|
|
$
|
111,582
|
|
Short-term tenant receivables
|
|
5,049
|
|
|
4,198
|
|
||
Straight-line rent receivable
|
|
149,102
|
|
|
144,249
|
|
||
Other accounts receivable
|
|
3,335
|
|
|
2,725
|
|
||
Total accounts receivable
|
|
272,855
|
|
|
262,754
|
|
||
Provision for doubtful accounts
|
|
(31,113
|
)
|
|
(27,826
|
)
|
||
Total accounts receivable, net
|
|
$
|
241,742
|
|
|
$
|
234,928
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Notes receivable
|
|
$
|
38,418
|
|
|
$
|
69,963
|
|
Accrued interest
|
|
7,628
|
|
|
6,347
|
|
||
Total notes receivable
|
|
$
|
46,046
|
|
|
$
|
76,310
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||||||
|
Gross Asset
|
|
Accumulated
Amortization
|
|
Balance
|
|
Gross Asset
|
|
Accumulated
Amortization
|
|
Balance
|
||||||||||||
Intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Above-market tenant leases, net
|
$
|
160,956
|
|
|
$
|
(69,557
|
)
|
|
$
|
91,399
|
|
|
$
|
177,480
|
|
|
$
|
(79,467
|
)
|
|
$
|
98,013
|
|
Real estate tax stabilization agreement, net
|
111,506
|
|
|
(59,282
|
)
|
|
52,224
|
|
|
111,506
|
|
|
(57,704
|
)
|
|
53,802
|
|
||||||
Total intangible assets
|
$
|
272,462
|
|
|
$
|
(128,839
|
)
|
|
$
|
143,623
|
|
|
$
|
288,986
|
|
|
$
|
(137,171
|
)
|
|
$
|
151,815
|
|
Remaining prepaid expenses and other assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Restricted cash
|
|
|
|
|
62,784
|
|
|
|
|
|
|
77,683
|
|
||||||||||
Security and escrow deposits
|
|
|
|
|
|
|
1,260
|
|
|
|
|
|
|
1,259
|
|
||||||||
Prepaid expenses
|
|
|
|
|
|
|
27,449
|
|
|
|
|
|
|
27,632
|
|
||||||||
Other non-tenant receivables
|
|
|
|
|
|
|
50,658
|
|
|
|
|
|
|
56,948
|
|
||||||||
Operating lease right of use assets, net
|
|
|
|
|
399,642
|
|
|
|
|
|
|
402,573
|
|
||||||||||
Finance lease right of use assets, net
|
|
|
|
|
7,951
|
|
|
|
|
|
|
7,995
|
|
||||||||||
Other
|
|
|
|
|
|
|
18,927
|
|
|
|
|
|
|
19,155
|
|
||||||||
Total remaining prepaid expenses and other assets
|
|
|
|
|
|
|
568,671
|
|
|
|
|
|
|
|
|
593,245
|
|
||||||
Total prepaid expenses and other assets
|
|
|
|
|
|
|
$
|
712,294
|
|
|
|
|
|
|
|
|
$
|
745,060
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||||||
|
Gross
Liability
|
|
Accumulated
Accretion
|
|
Balance
|
|
Gross
Liability
|
|
Accumulated
Accretion
|
|
Balance
|
||||||||||||
Intangible liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Below-market tenant leases, net
|
212,468
|
|
|
(59,916
|
)
|
|
$
|
152,552
|
|
|
218,608
|
|
|
(56,893
|
)
|
|
$
|
161,715
|
|
||||
Total intangible liabilities
|
$
|
212,468
|
|
|
$
|
(59,916
|
)
|
|
$
|
152,552
|
|
|
$
|
218,608
|
|
|
$
|
(56,893
|
)
|
|
$
|
161,715
|
|
Remaining accounts payable and accrued expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accrued interest
|
|
|
|
|
|
|
59,365
|
|
|
|
|
|
|
|
|
42,371
|
|
||||||
Accounts payable and accrued expenses
|
|
|
|
|
|
|
81,161
|
|
|
|
|
|
|
|
|
71,720
|
|
||||||
Accrued real estate taxes
|
|
|
|
|
|
|
49,948
|
|
|
|
|
|
|
|
|
53,210
|
|
||||||
Deferred gains/income
|
|
|
|
|
|
|
63,219
|
|
|
|
|
|
|
|
|
85,598
|
|
||||||
Accrued payroll and other employee liabilities
|
|
|
|
|
|
|
30,427
|
|
|
|
|
|
|
|
|
61,002
|
|
||||||
Construction payable
|
|
|
|
|
|
|
279,545
|
|
|
|
|
|
|
|
|
301,096
|
|
||||||
Tenant and other deposits
|
|
|
|
|
|
|
15,147
|
|
|
|
|
|
|
|
|
15,078
|
|
||||||
Insurance reserve liability
|
|
|
|
|
|
|
12,879
|
|
|
|
|
|
|
|
|
12,787
|
|
||||||
Finance lease obligations
|
|
|
|
|
|
|
9,094
|
|
|
|
|
|
|
|
|
9,094
|
|
||||||
Conditional asset retirement obligation liability
|
|
|
|
|
|
|
2,419
|
|
|
|
|
|
|
|
|
3,275
|
|
||||||
Lease liability right of use
|
|
|
|
|
77,625
|
|
|
|
|
|
|
78,500
|
|
||||||||||
Other
|
|
|
|
|
|
|
105,168
|
|
|
|
|
|
|
|
|
131,684
|
|
||||||
Total remaining Accounts payable and accrued expenses
|
|
|
|
|
|
|
785,997
|
|
|
|
|
|
|
|
|
865,415
|
|
||||||
Total Accounts payable and accrued expenses
|
|
|
|
|
|
|
$
|
938,549
|
|
|
|
|
|
|
|
|
$
|
1,027,130
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(Dollars in thousands)
|
||||||
Contractual rent expense, including participation rent
|
$
|
3,310
|
|
|
$
|
3,265
|
|
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent
|
3,310
|
|
|
3,265
|
|
ITEM 2
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
increasing the permanent occupancy of our regional mall portfolio by converting temporary leases to permanent leases and leasing vacant space;
|
•
|
renewing or replacing expiring leases at greater rental rates;
|
•
|
actively recycling capital through the disposition of assets; investing in whole or partial interests in high-quality regional malls, anchor pads, and our development pipeline and repaying debt; and
|
•
|
continuing to execute on our existing redevelopment projects and seeking additional opportunities within our portfolio for redevelopment.
|
|
|
March 31, 2020 (1)
|
|
March 31, 2019 (1)
|
||||
In-Place Rents Per Square Foot (all less anchors) (2)
|
|
$
|
80.64
|
|
|
$
|
79.17
|
|
In-Place Rents Per Square Foot (<10K square feet) (2)
|
|
$
|
62.14
|
|
|
$
|
62.17
|
|
|
|
|
|
|
||||
Percentage Occupied for Total Retail Properties
|
|
94.4
|
%
|
|
94.2
|
%
|
||
Percentage Leased for Total Retail Properties
|
|
95.2
|
%
|
|
95.3
|
%
|
|
(1)
|
Metrics exclude properties acquired in the year ended December 31, 2019 and the three months ended March 31, 2020, 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
|
1,200
|
|
|
4,399
|
|
|
7.0
|
|
|
$
|
50.20
|
|
|
$
|
46.33
|
|
|
$
|
3.87
|
|
|
8.4
|
%
|
|
(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.
|
•
|
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)
|
||||||
2020
|
$
|
768,041
|
|
|
$
|
897,468
|
|
2021(1)
|
2,421,749
|
|
|
664,234
|
|
||
2022
|
1,798,248
|
|
|
1,267,573
|
|
||
2023(2)
|
2,922,597
|
|
|
1,029,557
|
|
||
2024
|
2,091,578
|
|
|
1,583,602
|
|
||
2025(3)
|
3,245,744
|
|
|
504,270
|
|
||
Subsequent
|
2,892,019
|
|
|
1,225,035
|
|
||
Total
|
$
|
16,139,976
|
|
|
$
|
7,171,739
|
|
|
(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).
|
|
(1)
|
Costs are at BPYU's ownership share post August 28, 2018, with closing of new joint venture partnerships.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
|
(Dollars in thousands)
|
||||||
Operating capital expenditures (1)
|
|
$
|
36,259
|
|
|
$
|
39,723
|
|
Tenant allowances and capitalized leasing costs (2)
|
|
28,916
|
|
|
46,296
|
|
||
Capitalized interest and capitalized overhead
|
|
5,272
|
|
|
10,624
|
|
||
Total
|
|
$
|
70,447
|
|
|
$
|
96,643
|
|
|
(1)
|
Reflects only non-tenant operating capital expenditures.
|
(2)
|
Tenant allowances paid on 1.9 million square feet for the quarter ended March 31, 2020 and 3.3 million for the quarter ended March 31, 2019.
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Dividend Per Share
|
||
2020
|
|
|
|
|
|
|
||
May 7
|
|
May 29
|
|
June 30
|
|
$
|
0.3325
|
|
February 5
|
|
February 28
|
|
March 31
|
|
0.3325
|
|
|
2019
|
|
|
|
|
|
|
||
November 4
|
|
November 29
|
|
December 31
|
|
$
|
0.3300
|
|
August 1
|
|
August 30
|
|
September 30
|
|
0.3300
|
|
|
May 6
|
|
May 31
|
|
June 28
|
|
0.3300
|
|
|
February 6
|
|
February 28
|
|
March 29
|
|
0.3300
|
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Average Dividend Per Share
|
||
2019
|
|
|
|
|
|
|
||
November 4
|
|
December 25
|
|
December 25
|
|
$
|
0.110
|
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Average Dividend Per Share
|
||
2019
|
|
|
|
|
|
|
||
November 4
|
|
December 25
|
|
December 25
|
|
$
|
0.110
|
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Average Dividend Per Share
|
||
2019
|
|
|
|
|
|
|
||
May 25
|
|
June 25
|
|
June 25
|
|
$
|
0.397
|
|
March 25
|
|
March 27
|
|
March 27
|
|
1.015
|
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Dividend Per Share
|
||
2020
|
|
|
|
|
|
|
||
May 7
|
|
June 15, 2020
|
|
July 1, 2020
|
|
$
|
0.3984
|
|
February 5
|
|
March 15, 2020
|
|
April 1, 2020
|
|
0.3984
|
|
|
2019
|
|
|
|
|
|
|
||
November 4
|
|
December 13, 2019
|
|
January 1, 2020
|
|
$
|
0.3984
|
|
August 1
|
|
September 13, 2019
|
|
October 1, 2019
|
|
0.3984
|
|
|
May 6
|
|
June 14, 2019
|
|
July 1, 2019
|
|
0.3984
|
|
|
February 6
|
|
March 15, 2019
|
|
April 1, 2019
|
|
0.3984
|
|
•
|
in 2020, Net (loss) income of $(100.4) million;
|
•
|
in 2020, depreciation and amortization of $157.3 million;
|
•
|
in 2020, unconsolidated real estate affiliates - gain on investment, net of $(12.6) million;
|
•
|
in 2019, Net (loss) income of $38.3 million;
|
•
|
in 2019, depreciation and amortization of $118.8 million; and
|
•
|
in 2019, unconsolidated real estate affiliates - gain on investment, net of $(104.4) million.
|
•
|
in 2020, development of real estate and property improvements of $(83.6) million;
|
•
|
in 2020, proceeds from sales of investment properties and unconsolidated real estate affiliates of $81.0 million;
|
•
|
in 2020, distributions received from unconsolidated real estate affiliates in excess of income of $34.7 million;
|
•
|
in 2019, development of real estate and property improvements of $(144.9) million;
|
•
|
in 2019, proceeds from repayment of loans to joint venture partners of $18.0 million;
|
•
|
in 2019, loans to affiliates of $(332.0) million;
|
•
|
in 2019, proceeds from repayment of loans to affiliates of $330.0 million;
|
•
|
in 2019, distributions received from unconsolidated real estate affiliates in excess of income of $27.8 million; and
|
•
|
in 2019, proceeds from sales of investment properties and unconsolidated real estate affiliates of $12.0 million.
|
•
|
in 2020, proceeds from the refinancing or issuance of mortgages, notes and loans payable of $246.0 million;
|
•
|
in 2020, principal payments on mortgages, notes, and loans payable of $(222.7) million;
|
•
|
in 2020, payment received on note receivable of $31.7 million
|
•
|
in 2020, buyback of Class A Stock of $(15.9) million;
|
•
|
in 2020, series K preferred units redemptions of $(28.4) million;
|
•
|
in 2020, cash distributions paid to stockholders of $(20.5) million;
|
•
|
in 2019, proceeds from the refinancing or issuance of mortgages, notes and loans payable of $956.8 million;
|
•
|
in 2019, principal payments on mortgages, notes, and loans payable of $(55.5) million;
|
•
|
in 2019, buyback of Class A Stock of $(95.0) million;
|
•
|
in 2019, buyback of combined Class B Stock of $(224.5) million; and
|
•
|
in 2019, cash distributions paid to stockholders of $(501.3) million.
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
|
|
|
||||
Net (Loss) Income Attributable to BPYU
|
$
|
(81,827
|
)
|
|
$
|
31,650
|
|
Unconsolidated Real Estate Affiliates - gain on investment
|
—
|
|
|
(104,354
|
)
|
||
Gain on sales of investment properties
|
(6,759
|
)
|
|
(5,511
|
)
|
||
Above and below market ground rent
|
1,566
|
|
|
—
|
|
||
Preferred stock dividends
|
(3,984
|
)
|
|
(3,984
|
)
|
||
Depreciation and amortization of capitalized real estate costs - Consolidated Properties
|
152,588
|
|
|
113,970
|
|
||
Depreciation and amortization of capitalized real estate costs - Unconsolidated Properties
|
117,659
|
|
|
138,408
|
|
||
Allocation of noncontrolling interests (1)
|
(26,269
|
)
|
|
(11,888
|
)
|
||
FFO
|
$
|
152,974
|
|
|
$
|
158,291
|
|
|
(1)
|
Noncontrolling interest holders' share of adjustments including depreciation, impairment, gain from changes in control of investment properties and other, Unconsolidated Real Estate Affiliates - gain on investment and gain on sales of investment properties.
|
•
|
the market price of BPY units and the combined business performance of BPY as a whole;
|
•
|
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, pandemics/epidemics 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 a "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 or asset sales; and
|
•
|
risks related to the structure and trading of Class A Shares.
|
•
|
a complete or partial closure of, or other operational issues at, one or more of our properties resulting from government or tenant action;
|
•
|
a slowdown in business activity may severely impact our tenants' businesses, financial condition and liquidity and may cause one or more of our tenants to be unable to fund their business operations, meet their obligations to us in full, or at all, or to otherwise seek modifications of such obligations;
|
•
|
an increase in re-leasing timelines, potential delays in lease-up of vacant space and the market rates at which such lease will be executed;
|
•
|
reduced economic activity could result in a prolonged recession, which could negatively impact consumer discretionary spending; and
|
•
|
expected completion dates for our development and redevelopment projects may be subject to delay as a result of local economic conditions that may continue to be disrupted as a result of the COVID-19 pandemic.
|
Period
|
(a) Total number of shares (or units) purchased
|
|
|
(b) Average price paid per share (or unit)
|
|
(c) Total number of shares (or units) purchased as part of publicly announced plans or programs
|
|
(d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
|
||||||
January 1 - January 31, 2020
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(1)
|
February 1 - February 29, 2020
|
855,000
|
|
(3)
|
|
18.5167
|
|
|
—
|
|
|
(1)
|
|||
March 1 - March 31, 2020
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(1)
|
|||
Total
|
$
|
855,000
|
|
|
|
$
|
18.5167
|
|
|
$
|
—
|
|
|
(2)
|
(1)
|
On August 1, 2019, the Company’s Board of Directors authorized the repurchase of the greater of (i) 5% of the Company’s Class A Stock that are issued or outstanding or (ii) 10% of its public float of Class A Stock over the next 12 months from time to time as market conditions warrant.
|
(2)
|
As of March 31, 2020, the number of shares of Class A Stock comprising 10% of the Company's public float was greater than 5% of the Company's issued and outstanding Class A Stock, and was equal to 5,592,800 shares of Class A Stock. As of March 31, 2020, 5,195,575 shares of Class A Stock were available for repurchase under the Company's stock repurchase plan.
|
(3)
|
The 855,000 shares of Class A Stock were repurchased by the Company and deposited in a trust account maintained by the Company's transfer agent for the benefit of individuals who have received grants of restricted shares of Class A Stock. Shares will be released to such individuals upon vesting in accordance with the terms of the Brookfield Property Group Restricted BPR Class A Stock Plan and the applicable award agreements. These shares were repurchased at an average price of 18.5167, for an aggregate purchase price of $15.83 million.
|
|
|
|
|
Incorporated by Reference Herein
|
||||||
Exhibit Number
|
|
Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
File No.
|
|
|
|
|
|
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.2**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH*
|
|
Inline XBRL Taxonomy Extension Schema Document.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL*
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB*
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE*
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF*
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104*
|
|
Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*).
|
|
|
|
|
|
|
|
|
*
|
Filed herewith.
|
|
|
|
|
Brookfield Property REIT Inc.
|
|
|
|
|
Date: May 11, 2020
|
By:
|
/s/ Michelle Campbell
|
|
|
Michelle Campbell
|
|
|
Secretary
|
|
|
|
Date: May 11, 2020
|
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.
|
1 Year Brookfield Property REIT Chart |
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