Current Report Filing (8-k)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):
January 29, 2021

Brookfield Property REIT Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-34948		27-2963337
(State or other jurisdiction of incorporating or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

250 Vesey Street, 15th Floor, New York, NY		10281
(Address of principal executive offices)		(Zip Code)

(212) 417-7000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Stock, par value $.01 per share	BPYU	Nasdaq Global Select Market
6.375% Series A Cumulative Perpetual Redeemable Preferred Stock, par value $0.01 per share	BPYUP	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act or Rule 12b-2 of the Exchange Act.

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02.

Results of Operations and Financial Condition.

On February 2, 2021, Brookfield Property REIT Inc. (the “Company”) disclosed the following financial information:

The following is the Company’s balance sheet as at December 31, 2020 and December 31, 2019.

Brookfield Property REIT Inc.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	December 31, 2020			December 31, 2019

	(Dollars in thousands, except share and per share amounts)
Assets:
Investment in real estate:
Land	$	3,620,513		$	3,659,595
Buildings and equipment		13,967,411			14,020,589
Less accumulated depreciation		(2,968,064	)		(2,569,911	)
Construction in progress		256,510			160,443
Net property and equipment		14,876,370			15,270,716
Investment in Unconsolidated Real Estate Affiliates		4,342,298			4,634,292
Net investment in real estate		19,218,668			19,905,008
Cash and cash equivalents		204,541			197,829
Accounts receivable, net		524,982			234,928
Notes receivable		45,553			76,310
Deferred expenses, net		158,739			188,591
Prepaid expenses and other assets		827,793			745,060
Deferred tax assets, net		655,060			625,660
Assets held for disposition		242,404			—
Total assets	$	21,877,740		$	21,973,386
Liabilities:
Mortgages, notes and loans payable	$	16,114,586		$	15,902,894
Investment in Unconsolidated Real Estate Affiliates		151,095			125,565
Accounts payable and accrued expenses		993,685			1,027,130
Dividend payable		903			21
Junior subordinated notes		206,200			206,200
Liabilities held for disposition		263,141			—
Total liabilities		17,729,610			17,261,810
Redeemable equity interests		839,143			1,354,234
Redeemable noncontrolling interests		60,826			62,235
Total redeemable interests		899,969			1,416,469
Equity:
Total stockholders' equity		1,841,218			1,762,367
Noncontrolling interests		1,406,943			1,532,740
Total equity		3,248,161			3,295,107
Total liabilities, redeemable interests and equity	$	21,877,740		$	21,973,386

The following is the Company’s income statement for the years ended December 31, 2020, December 31, 2019 and December 31, 2018.

Brookfield Property REIT Inc.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

	Year ended December 31,
	2020			2019			2018

	(Dollars in thousands, except per share amounts)
Revenues:
Rental revenues, net	$	1,355,858		$	1,337,684		$	1,867,980
Management fees and other corporate revenues		125,107			166,505			125,776
Other		48,558			59,779			70,278
Total revenues		1,529,523			1,563,968			2,064,034
Operating Expenses:
Real estate taxes		192,726			171,072			221,175
Property maintenance costs		31,728			32,032			41,637
Marketing		6,713			5,945			7,787
Other property operating costs		185,524			179,278			253,210
Provision for doubtful accounts		—			—			12,102
Property management and other costs		231,047			229,150			172,554
General and administrative		24,487			22,452			46,441
Costs related to the BPY Transaction		—			9,179			202,523
Provision for impairment		133,671			223,142			45,866
Depreciation and amortization		643,166			501,636			633,063
Total operating expenses		1,449,062			1,373,886			1,636,358
Interest and dividend income		8,138			25,792			33,710
Interest expense		(693,656	)		(678,460	)		(576,700	)
(Loss) gain from changes in control of investment properties and other, net		(15,433	)		720,706			3,097,196
Gain (loss) on extinguishment of debt		14,320			(27,542	)		13,983
(Loss) income before income taxes, equity in (loss) income of Unconsolidated Real Estate Affiliates and related gain on investment, and allocation to noncontrolling interests		(606,170	)		230,578			2,995,865
Benefit from (provision for) income taxes		35,367			(9,683	)		594,186
Equity in (loss) income of Unconsolidated Real Estate Affiliates		(181,273	)		19,586			86,552
Unconsolidated Real Estate Affiliates - (loss) gain on investment, net		(51,800	)		240,430			487,166
Net (loss) income		(803,876	)		480,911			4,163,769
Allocation to noncontrolling interests		90,347			(48,031	)		(73,228	)
Net (loss) income attributable to Brookfield Property REIT Inc.	$	(713,529	)	$	432,880			4,090,541

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 29, 2021, Ric Clark resigned as Chairman and as a member of the Board of Directors of the Company. Mr. Clark’s resignation was not due to any disagreement between Mr. Clark and the Company on any matters relating to the Company’s operations, practices or policies.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.