Q4 2018 Supplemental Information
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BROOKFIELD PROPERTY PARTNERS L.P. Q4 2018 Supplemental Information Three Months E n d e d December 31, 2 0 1 8 FORWARD-LOOKING STATEMENTS This supplemental information package contains “forward-looking information” within the meaning of applicable securities laws and regulations. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, include statements regarding our operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook, as well as the outlook for North American and international economies for the current fiscal year and subsequent periods, and include words such as “expects”, “anticipates”, “plans”, “believes”, “estimates”, “seeks”, “intends”, “targets”, “projects”, “forecasts”, “likely”, or negative versions thereof and other similar expressions, or future or conditional verbs such as “may”, “will”, “should”, “would” and “could”. Although we believe that our anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information because they involve known and unknown risks, uncertainties and other factors, many of which are beyond our control, which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information. Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include, but are not limited to: risks incidental to the ownership and operation of real estate properties including local real estate conditions; the impact or unanticipated impact of general economic, political and market factors in the countries in which we do business; the ability to enter into new leases or renew leases on favourable terms; business competition; dependence on tenants’ financial condition; the use of debt to finance our business; the behavior of financial markets, including fluctuations in interest and foreign exchanges rates; uncertainties of real estate development or redevelopment; global equity and capital markets and the availability of equity and debt financing and refinancing within these markets; risks relating to our insurance coverage; the possible impact of international conflicts and other developments including terrorist acts; potential environmental liabilities; changes in tax laws and other tax related risks; dependence on management personnel; illiquidity of investments; the ability to complete and effectively integrate acquisitions into existing operations and the ability to attain expected benefits therefrom; operational and reputational risks; catastrophic events, such as earthquakes and hurricanes; and other risks and factors detailed from time to time in our documents filed with the securities regulators in Canada and the United States. We caution that the foregoing list of important factors that may affect future results is not exhaustive. When relying on our forward-looking statements or information, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise. CAUTIONARY STATEMENT REGARDING USE OF NON-IFRS ACCOUNTING MEASURES This supplemental information package makes reference to net operating income ("NOI"), same-property NOI, and funds from operations ("FFO") and Company FFO (“Company FFO") on a total and per unit basis. These terms do not have any standardized meaning prescribed by International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS") and therefore may not be comparable to similar measures presented by other companies. Brookfield Property Partners L.P. ("BPY" or the "partnership") defines NOI as revenues from commercial and hospitality operations of consolidated properties less direct property expenses. Same- property NOI is a subset of NOI, which excludes NOI that is earned from assets acquired, disposed of or developed during the periods presented, or not of a recurring nature, and from opportunistic assets. Our definition of FFO includes all of the adjustments that are outlined in the National Association of Real Estate Investment Trusts ("NAREIT") definition of funds from operations, including the exclusion of gains (or losses) from the sale of investment property, the add back of any depreciation and amortization related to real estate assets and the adjustment to reflect our interest in unconsolidated partnerships and joint ventures. In addition to the adjustments prescribed by NAREIT, we also make adjustments to exclude any unrealized fair value gains (or losses) that arise as a result of reporting under IFRS, except gains (or losses) associated with properties developed for sale, and income taxes that arise as certain of our subsidiaries are structured as corporations as opposed to real estate investment trusts ("REIT"). These additional adjustments result in an FFO measure that is similar to that which would result if the partnership was organized as a REIT that determined net income in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"), which is the type of organization on which the NAREIT definition is premised. Our FFO measure will differ from other organizations applying the NAREIT definition to the extent of certain differences between the IFRS and U.S. GAAP reporting frameworks, principally related to the recognition of lease termination income, which do not have a significant impact on the FFO measure reported. The partnership uses NOI and FFO to assess its operating results. NOI is important in assessing operating performance and FFO is a widely used measure to analyze real estate. The partnership reconciles FFO to net income attributable to Unitholders (see the glossary of terms for definition) as opposed to cashflow from operating activities as it believes net income attributable to Unitholders is the most comparable measure. Company FFO is defined as FFO before the impact of depreciation and amortization of non-real estate assets, transaction costs, gains (losses) associated with non-investment properties, imputed interest and the FFO that would have been attributable to the partnership's shares of GGP Inc. ("GGP") if all outstanding warrants of GGP were exercised on a cashless basis. It also includes dilution adjustments to undiluted FFO as a result of the net settled warrants. The partnership believes this adjustment appropriately reflects its full economic interest in GGP based on the common shares and warrants owned by the partnership, as such warrants are currently exercisable. Refer to the last page of this supplemental package for certain definitions. In calculating net income attributable to Unitholders per unit, the partnership excludes the impact of mandatorily convertible preferred shares in determining the average number of units outstanding as the holders of mandatorily convertible preferred shares do not participate in current earnings. The partnership reconciles this measure to basic net income attributable to Unitholders per unit determined in accordance with IFRS which includes the effect of mandatorily convertible preferred shares in the basic average number of units outstanding. 1 TABLE OF CONTENTS Page Page Summary of Results Operating Statistics (cont'd) Financial Overview 3 Core Office (cont'd) Business Overview 4 Historical Rents 28 Core Office 5 Proportionate Leasing Activity 29 Core Retail 6 Proportionate Lease Expiry Analysis 31 LP Investments 7 Top Tenants 32 Corporate 8 Development Sites 33 Consolidated Overview Debt 34 Results from Operations 9 Core Retail Proportionate Results from Operations by Segment 10 Net Operating Income and Key Performance Metrics 37 Financial Position 12 Signed Leases and Lease Expiry Analysis 38 Proportionate Financial Position by Segment 13 Top Tenants 39 Payout Ratio 14 Development Sites 40 Proportionate Fair Value Continuity 15 Debt 41 Proportionate Summary Cash Flow Information and Liquidity 17 LP Investments Proportionate Debt Summary 18 Summary of LP Investments 45 Proportionate Capital Securities 19 Corporate Proportionate Preferred Equity 20 Foreign Currency Exposure 47 Per Unit Calculations 21 Management Fee and Incentive Distribution 48 Unit Information 23 Appendix A: Company FFO Reconciliation 49 Operating Statistics Appendix B: Acquisition and Disposition Activity 50 Core Office Appendix C: Core Office Portfolio Listing 51 Net Operating Income 25 Appendix D: Core Retail Portfolio Listing 56 Historical Occupancy 27 Glossary of Terms 61 2 Summary of Results FINANCIAL OVERVIEW Current Quarter Highlights Company FFO(1) Net income attributable to Unitholders Invested capital Quarter-to-date Year-to-date Quarter-to-date Year-to-date (US$ Millions) Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2018 Dec. 31, 2017 Core Office $ 14,199 $ 13,913 $ 170 $ 148 $ 608 $ 592 $ 256 $ (30) $ 934 $ (4)