UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

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


			For the quarterly period ended			~~September 30, 2020~~March 31, 2021

☐

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


			For the transition period from _____________________ to __________________

Commission File Number: 001-36135

________________________

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

(Exact name of registrant as specified in its charter)


Maryland						46-2616226
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

250 Vesey Street, 15th Floor

New York, NY, 10281

(Address of principal executive offices and zip code)

(212) 417-7000

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
7.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share	DTLA-P	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

☒

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November 6, 2020,~~May 7, 2021, 0ne of the registrant’s common stock was traded on any public market.

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED ~~SEPTEMBER 30, 2020~~MARCH 31, 2021

TABLE OF CONTENTS


			Page
PART I—FINANCIAL INFORMATION

	Item 1.	Financial Statements.
		Consolidated Balance Sheets as of ~~September 30, 2020~~March 31, 2021 (Unaudited) and December 31, ~~2019~~2020	1
		Consolidated Statements of Operations (Unaudited) ~~(Unaudited)~~ for the three ~~and nine~~ months ended ~~September 30,~~ March 31, 2021 and 2020 ~~and 2019~~	3
		Consolidated Statements of Comprehensive Loss (Unaudited) ~~(Unaudited)~~ for the three ~~and nine~~ months ended ~~September 30,~~ March 31, 2021 and 2020 ~~and 2019~~	4
		Consolidated Statements of Stockholders’ Deficit (Unaudited) ~~(Unaudited)~~ for the three ~~and nine~~ months ended ~~September 30,~~ March 31, 2021 and 2020 ~~and 2019~~	5
		Consolidated Statements of Cash Flows (Unaudited) ~~(Unaudited)~~ for the ~~nine~~three months ended ~~September 30,~~ March 31, 2021 and 2020 ~~and 2019~~	76
		Notes to Consolidated Financial Statements (Unaudited)	98
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	3835
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	5654
	Item 4.	Controls and Procedures.	5754

PART II—OTHER INFORMATION

	Item 1.	Legal Proceedings.	5855
	Item 1A.	Risk Factors.	5855
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	6355
	Item 3.	Defaults Upon Senior Securities.	6355
	Item 4.	Mine Safety Disclosures.	6355
	Item 5.	Other Information.	6355
	Item 6.	Exhibits.	6456
	Signatures		6557

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)


		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
		(Unaudited)					(Unaudited)

ASSETS	ASSETS					ASSETS
Investments in Real Estate:	Investments in Real Estate:					Investments in Real Estate:
Land	Land	$	222,555	$	222,555	Land	$	222,555	$	222,555
Buildings and improvements	Buildings and improvements	2,307,081		2,283,350		Buildings and improvements	2,308,324		2,307,762
Tenant improvements	Tenant improvements	457,852		419,670		Tenant improvements	435,651		437,114
Investments in real estate, gross	Investments in real estate, gross	2,987,488		2,925,575		Investments in real estate, gross	2,966,530		2,967,431
Less: accumulated depreciation	Less: accumulated depreciation	532,682		466,405		Less: accumulated depreciation	539,632		517,329
Investments in real estate, net	Investments in real estate, net	2,454,806		2,459,170		Investments in real estate, net	2,426,898		2,450,102
Investment in unconsolidated real estate joint venture	Investment in unconsolidated real estate joint venture	42,389		42,920		Investment in unconsolidated real estate joint venture	42,594		42,395
Cash and cash equivalents	Cash and cash equivalents	56,897		33,964		Cash and cash equivalents	31,783		37,394
Restricted cash	Restricted cash	52,061		25,024		Restricted cash	47,822		46,089
Rents, deferred rents and other receivables, net	Rents, deferred rents and other receivables, net	132,630		138,010		Rents, deferred rents and other receivables, net	129,601		133,639
Intangible assets, net	Intangible assets, net	24,735		31,895		Intangible assets, net	20,445		22,046
Deferred charges, net	Deferred charges, net	65,072		68,290		Deferred charges, net	60,602		63,406
Due from affiliates		16,521		18,359
Prepaid and other assets		2,301		9,340
Due from affiliates, net of allowance for loan losses of $2,653 as of March 31, 2021 and December 31, 2020						Due from affiliates, net of allowance for loan losses of $2,653 as of March 31, 2021 and December 31, 2020	9,507		10,847
Prepaid and other assets, net						Prepaid and other assets, net	11,243		10,538
Total assets	Total assets	$	2,847,412	$	2,826,972	Total assets	$	2,780,495	$	2,816,456

LIABILITIES AND DEFICIT	LIABILITIES AND DEFICIT					LIABILITIES AND DEFICIT
Liabilities:	Liabilities:					Liabilities:
Secured debt, net	Secured debt, net	$	2,238,415	$	2,199,980	Secured debt, net	$	2,250,069	$	2,239,640
Accounts payable and other liabilities	Accounts payable and other liabilities	108,718		79,845		Accounts payable and other liabilities	86,284		96,041
Due to affiliates	Due to affiliates	5,027		5,400		Due to affiliates	1,062		1,700
Intangible liabilities, net	Intangible liabilities, net	6,487		8,306		Intangible liabilities, net	5,615		6,005
Total liabilities	Total liabilities	2,358,647		2,293,531		Total liabilities	2,343,030		2,343,386

Commitments and Contingencies (See Note 15)	Commitments and Contingencies (See Note 15)					Commitments and Contingencies (See Note 15)	0		0

See accompanying notes to consolidated financial statements.

Table of Contents

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

CONSOLIDATED BALANCE SHEETS (continued)

(In thousands, except share amounts)


		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
		(Unaudited)					(Unaudited)

LIABILITIES AND DEFICIT (continued)	LIABILITIES AND DEFICIT (continued)					LIABILITIES AND DEFICIT (continued)
Mezzanine Equity:	Mezzanine Equity:					Mezzanine Equity:
7.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value, 9,730,370 shares issued and outstanding as of September 30, 2020 and December 31, 2019		$	442,391	$	428,480
7.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value, 9,730,370 shares issued and outstanding as of March 31, 2021 and December 31, 2020						7.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value, 9,730,370 shares issued and outstanding as of March 31, 2021 and December 31, 2020	$	451,665	$	447,028
Noncontrolling Interests:	Noncontrolling Interests:					Noncontrolling Interests:
Series A-1 preferred interest	Series A-1 preferred interest	430,938		418,029		Series A-1 preferred interest	439,545		435,242
Senior participating preferred interest	Senior participating preferred interest	19,400		22,362		Senior participating preferred interest	20,943		20,413
Series B preferred interest	Series B preferred interest	197,283		185,352		Series B preferred interest	185,309		198,827
Total mezzanine equity	Total mezzanine equity	1,090,012		1,054,223		Total mezzanine equity	1,097,462		1,101,510

Stockholders’ Deficit:	Stockholders’ Deficit:					Stockholders’ Deficit:
Common stock, $0.01 par value, 1,000 shares issued and outstanding as of September 30, 2020 and December 31, 2019		0		0
Common stock, $0.01 par value, 1,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020						Common stock, $0.01 par value, 1,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020	0		0
Additional paid-in capital	Additional paid-in capital	198,035		197,535		Additional paid-in capital	202,369		202,369
Accumulated deficit	Accumulated deficit	(673,122)		(499,793)		Accumulated deficit	(773,130)		(726,369)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	0		(2,341)		Accumulated other comprehensive loss	0		0
Noncontrolling interests	Noncontrolling interests	(126,160)		(216,183)		Noncontrolling interests	(89,236)		(104,440)
Total stockholders’ deficit	Total stockholders’ deficit	(601,247)		(520,782)		Total stockholders’ deficit	(659,997)		(628,440)
Total liabilities and deficit	Total liabilities and deficit	$	2,847,412	$	2,826,972	Total liabilities and deficit	$	2,780,495	$	2,816,456

See accompanying notes to consolidated financial statements.

Table of Contents

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; in thousands)


		For the Three Months Ended				For the Nine Months Ended					For the Three Months Ended
		September 30,				September 30,					March 31,
		2020		2019		2020		2019			2021		2020

Revenue:	Revenue:									Revenue:
Lease income	Lease income	$	63,953	$	69,501	$	192,669	$	204,799	Lease income	$	64,238	$	65,452
Parking	Parking	6,354		9,968		21,521		29,356		Parking	5,188		9,979
Interest and other	Interest and other	286		143		779		830		Interest and other	266		423
Total revenue	Total revenue	70,593		79,612		214,969		234,985		Total revenue	69,692		75,854

Expenses:	Expenses:									Expenses:
Rental property operating and maintenance	Rental property operating and maintenance	24,544		26,397		71,436		75,095		Rental property operating and maintenance	21,775		23,833
Real estate taxes	Real estate taxes	9,697		9,977		29,077		29,238		Real estate taxes	10,040		9,688
Parking	Parking	2,388		2,446		8,439		7,586		Parking	1,587		3,680
Other expense		4,336		1,804		8,910		7,201
Other expenses										Other expenses	3,420		2,706
Depreciation and amortization	Depreciation and amortization	25,509		25,381		78,848		76,835		Depreciation and amortization	27,022		26,812
Interest	Interest	19,576		24,810		63,093		74,783		Interest	23,781		23,246

Total expenses	Total expenses	86,050		90,815		259,803		270,738		Total expenses	87,625		89,965

Other Income (Expense):	Other Income (Expense):									Other Income (Expense):
Gain from derecognition of assets		0		0		0		14,977

Equity in earning (loss) of unconsolidated real estate joint venture	Equity in earning (loss) of unconsolidated real estate joint venture	172		(29)		(531)		(318)		Equity in earning (loss) of unconsolidated real estate joint venture	199		(675)
Total other income (expense)	Total other income (expense)	172		(29)		(531)		14,659		Total other income (expense)	199		(675)

Net loss	Net loss	(15,285)		(11,232)		(45,365)		(21,094)		Net loss	(17,734)		(14,786)

Net loss (income) attributable to noncontrolling interests:	Net loss (income) attributable to noncontrolling interests:									Net loss (income) attributable to noncontrolling interests:
Series A-1 preferred interest returns	Series A-1 preferred interest returns	4,303		4,303		12,909		12,909		Series A-1 preferred interest returns	4,303		4,303
Senior participating preferred interest redemption measurement adjustment	Senior participating preferred interest redemption measurement adjustment	(37)		602		(2,343)		(149)		Senior participating preferred interest redemption measurement adjustment	601		(225)
Series B preferred interest returns	Series B preferred interest returns	4,689		4,966		13,464		13,648		Series B preferred interest returns	4,282		4,208
Series B common interest – allocation of net income	Series B common interest – allocation of net income	(9,889)		5,260		90,023		33,844		Series B common interest – allocation of net income	15,204		9,822
Net loss attributable to Brookfield DTLA	Net loss attributable to Brookfield DTLA	(14,351)		(26,363)		(159,418)		(81,346)		Net loss attributable to Brookfield DTLA	(42,124)		(32,894)
Series A preferred stock dividends	Series A preferred stock dividends	4,637		4,637		13,911		13,911		Series A preferred stock dividends	4,637		4,637
Net loss attributable to common interest holders of Brookfield DTLA	Net loss attributable to common interest holders of Brookfield DTLA	$	(18,988)	$	(31,000)	$	(173,329)	$	(95,257)	Net loss attributable to common interest holders of Brookfield DTLA	$	(46,761)	$	(37,531)

See accompanying notes to consolidated financial statements.

Table of Contents

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited; in thousands)

For the Three Months Ended For the Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
Net loss $ (15,285) $ (11,232) $ (45,365) $ (21,094)
Other comprehensive income (loss):
Interest rate swap contracts designated as
cash flow hedges:
Unrealized derivative holding gains (losses) 984 (73) 562 (2,461)
Reclassification adjustment for realized loss
included in net loss 1,779 0 1,779 0
Total other comprehensive income
(loss) 2,763 (73) 2,341 (2,461)
Comprehensive loss (12,522) (11,305) (43,024) (23,555)
Less: comprehensive (loss) income
attributable to noncontrolling interests (934) 16,498 114,053 60,369
Comprehensive loss attributable to
common interest holders of
Brookfield DTLA
$ (11,588) $ (27,803) $ (157,077) $ (83,924)


	For the Three Months Ended
	March 31,
	2021		2020

Net loss	$	(17,734)	$	(14,786)

Other comprehensive loss:
Interest rate swap contracts designated as cash flow hedges:
Unrealized derivative holding losses	0		(1,242)

Total other comprehensive loss	0		(1,242)

Comprehensive loss	(17,734)		(16,028)
Less: comprehensive income attributable to noncontrolling interests	24,390		18,108
Comprehensive loss attributable to common interest holders of Brookfield DTLA	$	(42,124)	$	(34,136)

See accompanying notes to consolidated financial statements.

Table of Contents

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Unaudited; in thousands, except share amounts)

Number of
Shares Common
Stock Additional
Paid-in
Capital Accumulated
Deficit Accumulated
Other
Comprehensive
Loss Non-
controlling
Interests
Total
Stockholders’
Deficit
Common
Stock
Balance, December 31, 2019 1,000 $ 0 $ 197,535 $ (499,793) $ (2,341) $ (216,183) $ (520,782)
Net (loss) income (32,894) 18,108 (14,786)
Other comprehensive loss (1,242) 0 (1,242)
Contributions 0 0
Dividends, preferred returns and
redemption measurement
adjustments on mezzanine equity (4,637) (8,286) (12,923)
Balance, March 31, 2020 1,000 0 197,535 (537,324) (3,583) (206,361) (549,733)
Net (loss) income (112,173) 96,879 (15,294)
Other comprehensive income 820 0 820
Contributions 0 0
Dividends, preferred returns and
redemption measurement
adjustments on mezzanine equity (4,637) (6,789) (11,426)
Balance, June 30, 2020 1,000 0 197,535 (654,134) (2,763) (116,271) (575,633)
Net loss (14,351) (934) (15,285)
Other comprehensive income 2,763 0 2,763
Contributions 500 500
Dividends, preferred returns and
redemption measurement
adjustments on mezzanine equity (4,637) (8,955) (13,592)
Balance, September 30, 2020 1,000 $ 0 $ 198,035 $ (673,122) $ 0 $ (126,160) $ (601,247)


	Number of Shares	Common Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Non- controlling Interests		Total Stockholders’ Deficit
	Common Stock

Balance, December 31, 2020	1,000	$	0	$	202,369	$	(726,369)	$	0	$	(104,440)	$	(628,440)
Net (loss) income						(42,124)				24,390		(17,734)
Other comprehensive loss								0				0
Contributions				0								0
Dividends, preferred returns and redemption measurement adjustments on mezzanine equity						(4,637)				(9,186)		(13,823)
Balance, March 31, 2021	1,000	$	0	$	202,369	$	(773,130)	$	0	$	(89,236)	$	(659,997)

~~Table of Contents~~


		Number of Shares	Common Stock				Additional Paid-in Capital		Accumulated Deficit				Accumulated Other Comprehensive Loss				Non- controlling Interests			Total Stockholders’ Deficit			Number of Shares		Common Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Non- controlling Interests		Total Stockholders’ Deficit
		Common Stock													Common Stock

Balance, December 31, 2018		1,000			$	0					$	195,825				$	(385,158)		$			(107)	$	(251,481)	$	(440,921)
Balance, December 31, 2019																						Balance, December 31, 2019	1,000		$	0	$	197,535	$	(499,793)	$	(2,341)	$	(216,183)	$	(520,782)
Net (loss) income	Net (loss) income								(31,080)								17,747			(13,333)		Net (loss) income							(32,894)				18,108		(14,786)
Other comprehensive loss	Other comprehensive loss												(394)				(433)			(827)		Other comprehensive loss									(1,242)				(1,242)
Contributions	Contributions						310													310		Contributions					0								0
Dividends, preferred returns and redemption measurement adjustments on mezzanine equity	Dividends, preferred returns and redemption measurement adjustments on mezzanine equity								(4,637)								(7,822)			(12,459)		Dividends, preferred returns and redemption measurement adjustments on mezzanine equity							(4,637)				(8,286)		(12,923)
Balance, March 31, 2019		1,000	0				196,135		(420,875)				(501)				(241,989)			(467,230)
Net (loss) income									(23,903)								27,374			3,471
Other comprehensive loss													(744)				(817)			(1,561)
Contributions							200													200
Dividends, preferred returns and redemption measurement adjustments on mezzanine equity									(4,637)								(8,715)			(13,352)
Balance, June 30, 2019		1,000	0				196,335		(449,415)				(1,245)				(224,147)			(478,472)
Net (loss) income									(26,363)								15,131			(11,232)
Other comprehensive (loss) income													(1,440)				1,367			(73)
Contributions							600													600
Dividends, preferred returns and redemption measurement adjustments on mezzanine equity									(4,637)								(9,871)			(14,508)
Balance, September 30, 2019		1,000	$	0			$	196,935	$	(480,415)			$	(2,685)			$	(217,520)		$	(503,685)
Balance, March 31, 2020																						Balance, March 31, 2020	1,000		$	0	$	197,535	$	(537,324)	$	(3,583)	$	(206,361)	$	(549,733)

~~See accompanying notes to consolidated financial statements.~~

~~Table of Contents~~

~~BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.~~

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(Unaudited; in thousands)~~

For the Nine Months Ended
September 30,
2020 2019
Cash flows from operating activities:
Net loss $ (45,365) $ (21,094)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 78,848 76,835
Gain from derecognition of assets 0 (14,977)
Equity in loss of unconsolidated real estate joint venture 531 318
Provision for doubtful accounts 0 211
Amortization of acquired below-market leases,
net of acquired above-market leases 744 355
Straight-line rent amortization 4,129 (7,715)
Amortization of tenant inducements 2,872 3,044
Amortization and write-off of debt financing costs 4,095 3,952
Unrealized loss on interest rate cap contracts 52 0
Realized loss on interest rate swap contracts 1,779 0
Changes in assets and liabilities:
Rents, deferred rents and other receivables, net (1,290) (2,734)
Deferred charges, net (5,574) (5,676)
Due from affiliates 938 (1,971)
Prepaid and other assets 7,228 7,337
Accounts payable and other liabilities 9,613 6,007
Due to affiliates (373) 1,133
Net cash provided by operating activities 58,227 45,025
Cash flows from investing activities:
Expenditures for real estate improvements (40,040) (105,205)
Net cash used in investing activities (40,040) (105,205)
Cash flows from financing activities:
Proceeds from secured debt 305,000 2,610
Principal payments on secured debt (265,000) 0
Proceeds from Series B preferred interest 25,150 31,400
Proceeds from senior participating preferred interest 440 0
Distributions to Series B preferred interest (13,176) (10,195)
Repurchases of Series B preferred interest (13,507) 0
Distributions to senior participating preferred interest (1,059) (434)
Contributions to additional paid-in capital 500 1,110
Purchase of interest rate cap contracts (56) 0
Payment for early extinguishment of debt and termination of interest
rate swap contracts (849) 0
Debt financing costs paid (5,660) (148)
Net cash provided by financing activities 31,783 24,343
Net change in cash, cash equivalents and restricted cash 49,970 (35,837)
Cash, cash equivalents and restricted cash at beginning of period 58,988 105,770
Cash, cash equivalents and restricted cash at end of period $ 108,958 $ 69,933

~~See accompanying notes to consolidated financial statements.~~

~~Table of Contents~~

~~BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.~~

~~CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)~~

~~(Unaudited; in thousands)~~

For the Nine Months Ended
September 30,
2020 2019
Supplemental disclosure of cash flow information:
Cash paid for interest $ 59,258 $ 70,549
Cash paid for income taxes $ 167 $ 59
Supplemental disclosure of non-cash investing and
financing activities:
Accrual for current-period additions to real estate
investments $ 49,666 $ 19,834
Contribution of investments in real estate, net to
unconsolidated real estate joint venture $ 0 $ 20,139
Increase (decrease) in fair value of interest rate swaps $ 562 $ (2,461)

~~The following is a reconciliation of Brookfield DTLA’s cash, cash equivalents and restricted cash at the beginning and end of the nine months ended September 30, 2020 and~~ ~~2019~~:

For the Nine Months Ended
September 30,
2020 2019
Cash and cash equivalents at beginning of period $ 33,964 $ 80,421
Restricted cash at beginning of period 25,024 25,349
Cash, cash equivalents and restricted cash at
beginning of period $ 58,988 $ 105,770
Cash and cash equivalents at end of period $ 56,897 $ 39,954
Restricted cash at end of period 52,061 29,979
Cash, cash equivalents and restricted cash at
end of period $ 108,958 $ 69,933

See accompanying notes to consolidated financial statements.

Table of Contents

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; in thousands)


	For the Three Months Ended
	March 31,
	2021		2020

Cash flows from operating activities:
Net loss	$	(17,734)	$	(14,786)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	27,022		26,812


Equity in (earning) loss of unconsolidated real estate joint venture	(199)		675
Write-off of lease receivables deemed uncollectible	665		41

Amortization of acquired below-market leases, net of acquired above-market leases	110		(24)
Straight-line rent amortization	(1,768)		1,462
Amortization of tenant inducements	813		925
Amortization and write-off of debt financing costs	1,973		1,310
Unrealized gain on interest rate cap contracts	(12)		(50)

Changes in assets and liabilities:
Rents, deferred rents and other receivables, net	3,369		(1,149)
Deferred charges, net	(862)		(1,632)
Due from affiliates, net	2,038		1,036
Prepaid and other assets, net	(631)		(844)
Accounts payable and other liabilities	9,702		3,046
Due to affiliates	(638)		(770)
Net cash provided by operating activities	23,848		16,052
Cash flows from investing activities:
Expenditures for real estate improvements	(13,674)		(15,087)
Net cash used in investing activities	(13,674)		(15,087)
Cash flows from financing activities:
Proceeds from secured debt	465,000		0
Principal payments on secured debt	(450,000)		0
Proceeds from Series B preferred interest	2,600		7,800
Proceeds from senior participating preferred interest	171		0
Distributions to Series B preferred interest	(4,244)		(4,401)
Repurchases of Series B preferred interest	(16,156)		(6,869)
Distributions to senior participating preferred interest	(242)		(263)


Purchase of interest rate cap contracts	(62)		0
Payment for early extinguishment of debt	(4,575)		0
Debt financing costs paid	(6,544)		(167)
Net cash used in financing activities	(14,052)		(3,900)
Net change in cash, cash equivalents and restricted cash	(3,878)		(2,935)
Cash, cash equivalents and restricted cash at beginning of period	83,483		58,988
Cash, cash equivalents and restricted cash at end of period	$	79,605	$	56,053

See accompanying notes to consolidated financial statements.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(Unaudited; in thousands)


	For the Three Months Ended
	March 31,
	2021		2020

Supplemental disclosure of cash flow information:
Cash paid for interest	$	17,899	$	22,124
Cash paid for income taxes	$	0	$	6

Supplemental disclosure of non-cash investing and financing activities:
Accrual for current-period additions to real estate investments	$	5,633	$	27,675

Decrease in fair value of interest rate swaps	$	0	$	(1,242)

The following is a reconciliation of Brookfield DTLA’s cash, cash equivalents and restricted cash at the beginning and end of the three months ended March 31, 2021 and 2020:


	For the Three Months Ended
	March 31,
	2021		2020

Cash and cash equivalents at beginning of period	$	37,394	$	33,964
Restricted cash at beginning of period	46,089		25,024
Cash, cash equivalents and restricted cash at beginning of period	$	83,483	$	58,988

Cash and cash equivalents at end of period	$	31,783	$	32,780
Restricted cash at end of period	47,822		23,273
Cash, cash equivalents and restricted cash at end of period	$	79,605	$	56,053

See accompanying notes to consolidated financial statements.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As used in these notes to consolidated financial statements, tabular amounts are presented in thousands, except share amounts, percentage data and dates.

Note 1—Organization and Description of Business

Brookfield DTLA Fund Office Trust Investor Inc. (“Brookfield DTLA” or the “Company”) is a Maryland corporation and was incorporated on April 19, 2013. Brookfield DTLA was formed for the purpose of consummating the transactions contemplated in the Agreement and Plan of Merger dated as of April 24, 2013, as amended, and the issuance of shares of 7.625% Series A Cumulative Redeemable Preferred Stock (the “Series A preferred stock”) in connection with the acquisition of MPG Office Trust, Inc. and MPG Office, L.P. (together, “MPG”). Brookfield DTLA is a direct subsidiary of Brookfield DTLA Holdings LLC, a Delaware limited liability company (“DTLA Holdings”, and together with its affiliates excluding the Company and its subsidiaries, the “Manager”). DTLA Holdings is an indirect partially‑owned subsidiary of Brookfield Property Partners L.P. (“BPY”), an exempted limited partnership under the Laws of Bermuda, which in turn is the flagship commercial property entity and the primary vehicle through which Brookfield Asset Management Inc. (“BAM”), a corporation under the Laws of Canada, invests in real estate on a global basis. On April 1, 2021, BAM and BPY announced an agreement for BAM to acquire 100% of the limited partnership units of BPY. Assuming the acquisition is approved by BPY’s minority unitholders and other approvals and conditions are obtained and satisfied, we expect the transaction to close in the third quarter. We do not expect this transaction to have any impact to the Company.

As of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, Brookfield DTLA owned Bank of America Plaza (“BOA Plaza”), EY Plaza, Wells Fargo Center–North Tower, Wells Fargo Center–South Tower, Gas Company Tower and 777 Tower, which are Class A office properties, and FIGat7th, a retail center nestled between EY Plaza and 777 Tower. Additionally, Brookfield DTLA Fund Properties II LLC (“Fund II”) has a noncontrolling interest in an unconsolidated real estate joint venture with Brookfield DTLA FP IV Holdings LLC (“DTLA FP IV Holdings” ~~or “Fund IV”~~), a wholly‑owned subsidiary of DTLA Holdings, which owns 755 South Figueroa, a residential development property. All of these properties are located in the Los Angeles Central Business District (the “LACBD”).

Brookfield DTLA primarily receives its income ~~primarily~~ from lease income, including tenant reimbursements, generated from the operations of its office and retail properties, and to a lesser extent, revenue from its parking garages.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Note 2—Basis of Presentation

As used in these consolidated financial statements and related notes, unless the context requires otherwise, the terms “Brookfield DTLA,” the “Company,” “us,” “we” and “our” refer to Brookfield DTLA Fund Office Trust Investor Inc. together with its direct and indirect subsidiaries.

Principles of Consolidation and Basis of Presentation

The accompanying unaudited consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) applicable to interim financial information and with the instructions to Form 10‑Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments, consisting of only those of a normal and recurring nature, considered necessary for a fair presentation of the financial position and interim results of Brookfield DTLA as of and for the periods presented have been included. The results of operations for interim periods are not necessarily indicative of those that may be expected for a full fiscal year.

The consolidated balance sheets as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 include the accounts of Brookfield DTLA and subsidiaries in which it has a controlling financial interest. All intercompany transactions have been eliminated in consolidation as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, and for each of the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 and ~~2019.~~2020.

The consolidated balance sheet data as of December 31, ~~2019~~2020 has been derived from Brookfield DTLA’s audited financial statements; however, the accompanying notes to the consolidated financial statements do not include all disclosures required by GAAP. The financial information included herein should be read in conjunction with the consolidated financial statements and related notes included in Brookfield DTLA’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”) on March ~~26, 2020.~~25, 2021.

Determination of Controlling Financial Interest

We consolidate entities in which Brookfield DTLA is considered to be the primary beneficiary of a variable interest entity (“VIE”) or has a majority of the voting interest in the entity. We are deemed to be the primary beneficiary of a VIE when we have (i) the power to direct the activities of the VIE that most significantly impact its economic performance, and (ii) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. We do not consolidate entities in which the other parties have substantive kick-out rights to remove the Company’s power to direct the activities, and most significantly impacting the economic performance, of the VIE. In determining whether we are the primary beneficiary, we consider factors such as ownership interest, management representation, authority to control decisions, and contractual and substantive participating rights of each party.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Brookfield DTLA Fund Properties II LLC. The Company earns a return through an indirect investment in Fund II. DTLA Holdings, the parent of Brookfield DTLA, owns all of the common interest in Fund II. Brookfield DTLA has an indirect preferred stock interest in Fund II and its wholly-owned subsidiary is the managing member of Fund II. The Company determined that Fund II is a VIE. As a result of having the power to direct the significant activities of Fund II that impact Fund II’s economic performance, and the obligation to absorb losses of, or the right to receive benefits from, Fund II that could potentially be significant to the Fund II, Brookfield DTLA meets the two conditions for being the primary beneficiary of Fund II.

We consolidate entities through which we conduct substantially all of our business, and own, directly and through subsidiaries, substantially all of our assets. As of ~~September 30, 2020,~~March 31, 2021, these consolidated VIEs had in aggregate total consolidated assets of ~~$2.8~~$2.7 billion (of which ~~$2.5~~$2.4 billion is related to investments in real estate) and total consolidated liabilities of $2.4 billion (of which ~~$2.2~~$2.3 billion is related to non-recourse debt secured by our office and retail properties). The Company is obligated to repay substantially all of the liabilities of our consolidated VIEs, except for the non-recourse secured debt.

Investment in Unconsolidated Real Estate Joint Venture. Fund II has a noncontrolling interest in a joint venture, Brookfield DTLA Fund Properties IV LLC (“Fund IV”), with DTLA FP IV Holdings. The Company determined that the joint venture is a VIE mainly because its equity investment at risk is insufficient to finance the joint venture’s activities without additional subordinated financial support. While the joint venture meets the definition of a VIE, Brookfield DTLA is not its primary beneficiary as the Company lacks the power through voting or similar rights to direct the activities that most significantly impact the joint venture’s economic performance. Therefore, the Company accounts for its ownership interest in the joint venture under the equity method. As of ~~September 30, 2020,~~March 31, 2021, the Company’s ownership interest in the joint venture was ~~49.1%~~43.7%, a decrease from ~~55.8%~~47.8% as of December 31, ~~2019~~2020 as a result of additional capital contributed by DTLA FP IV Holdings to the joint venture during the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021.

The liabilities of the joint venture may only be settled using the assets of 755 South Figueroa and are not recourse to the Company. Brookfield DTLA’s exposure to its investment in the joint venture is limited to its investment balance and the Company has no obligation to make future contributions to the joint venture. Pursuant to the operating agreement of the joint venture, DTLA FP IV Holdings may be required to fund additional amounts for the development of 755 South Figueroa, routine operating costs, and guaranties or commitments of the joint venture.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Impact of COVID-19

Prior to the end of the first quarter of 2020, there was a global outbreak of a new strain of Coronavirus (“~~COVID-19”~~COVID-19”) which prompted ~~certain responses from global~~ government ~~authorities.~~and businesses to take unprecedented measures in response. Many states, including California where our properties are located, have implemented “stay-at-home” restrictions to help combat the spread of COVID-19. The State of California order includes the shutdown of all nonessential services, such as dine-in restaurants, bars, gyms and conference or convention centers, and other businesses not deemed to support critical infrastructure (the ~~“Shutdown”~~“Shutdown”). Essential services, such as grocery stores, pharmacies, gas stations, food banks, convenience stores and delivery restaurants, were allowed to remain open. Consequently, business activities and supply chains were interrupted; travel was disrupted; ~~there has been significant volatility in financial markets, resulting in a general decline in equity prices, increased interest spreads, and lower interest rates;~~ and local, regional, national and international economic conditions ~~as well as the labor markets,~~ were adversely impacted. Although the State of California began easing the “stay-at-home” restrictions and reopening non-essential businesses later in the second quarter, the physical occupancy of our properties remained low. In July 2020, the State of California announced a new COVID-19 order that significantly rolled back the State’s reopening plan.

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~~BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(Unaudited)~~

~~Our~~During the first quarter of 2021, the COVID-19 pandemic and the measures taken to combat the spread of the pandemic has continued to impact numerous aspects of our business and our properties, which are located in the City of Los ~~Angeles, have been adversely affected as a result of the Shutdown and the preventive measures taken to combat the spread of the pandemic.~~Angeles. Some of the effects include the following:

•Higher-risk activities and businesses such as indoor dining, bars, fitness centers and movie theaters are prohibited statewide in California. As a result, our tenants in FIGat7th, which include retail shops, restaurants and a big box gym, are experiencing the most immediate impact of the Shutdown on their businesses. Due to the uncertainties posed to our tenants in FIGat7th by the COVID-19 pandemic, during the three ~~and nine~~ months ended ~~September 30, 2020,~~March 31, 2021, the Company recognized adjustments of ~~$1.7~~$0.5 million ~~and $3.1 million, respectively,~~ to lower our lease income related to certain leases where we determined that the collection of future lease payments was not probable.

•While our office properties have remained open during the Shutdown, most of our office tenants have been working remotely since the “stay-at-home” order was issued and many continue to do so. As of ~~September 30, 2020,~~March 31, 2021, most of our office tenants have been current in paying amounts due to us under their leases. However, they could face increased difficulty in meeting their lease obligations if prolonged mitigation efforts and the cost of social distancing modifications materially impact their businesses. Due to the uncertainties posed to our office property tenants by the COVID-19 pandemic, during the three ~~and nine~~ months ended ~~September 30, 2020,~~March 31, 2021, the Company recognized adjustments of ~~$0.9~~$0.2 million ~~and $1.9 million, respectively,~~ to lower our lease income related to certain leases where we determined that the collection of future lease payments was not probable.

•Parking net operating income, which represents parking revenue less parking expenses, declined by $2.7 million or 43% from $6.3 million during the three months ended March 31, 2020 to $3.6 million during the same period in 2021, as a result of the Shutdown that impacted the physical occupancy of both our office and retail properties.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

•Decline in property values resulting from lower than anticipated revenues due to reduced increases in forecasted rental rates on new or renewal leases, applied credit losses, lower leasing velocity and reductions in projected leasing of available space. While the carrying values of the properties are recorded at cost less accumulated depreciation, we estimate the undiscounted cashflows and fair values of the properties as part of our impairment review of investments in real estate. See Note 2—“Basis of Presentation—Impairment Review” for further discussion.

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~~BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(Unaudited)~~

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods presented. The Company bases its estimates on historical experience and on various other assumptions that it considers to be reasonable under the circumstances, including the impact of events such as the Shutdown. For example, estimates and assumptions have been made with respect to the fair value of assets and liabilities for purposes of the contribution of the Company’s wholly-owned interests in exchange for its noncontrolling interest in its unconsolidated real estate joint venture in May 2019, the useful lives of assets, recoverable amounts of receivables, impairment of long-lived assets and the fair value of debt. Actual results could ultimately differ from such estimates.

Impairment Review

Investments in long-lived assets, including our investments in real estate, are reviewed for impairment quarterly or if events or changes in circumstances indicate that the carrying amount of the long-lived assets might not be recoverable, which is referred to as a “triggering event” or an “impairment indicator.” The carrying amount of long-lived assets to be held and used is deemed not recoverable if it exceeds the sum of undiscounted cash flows expected to result from the use and eventual disposition of the asset. Triggering events or impairment indicators for long-lived assets to be held and used are assessed by property and include significant fluctuations in estimated net operating income, changes in occupancy, significant near-term lease expirations, current and historical operating and/or cash flow losses, rental rates, and other market factors. The impact of the Shutdown on economic and market conditions, together with many of our office property tenants working from home, was deemed to be a triggering event during the three ~~and nine~~ months ended ~~September 30, 2020.~~March 31, 2021.

When conducting the impairment review of our investments in real estate, we assessed the expected undiscounted cash flows based upon numerous factors, including the impact of the Shutdown. These factors include, but are not limited to, the credit quality of our tenants, available market information, known trends, current market/economic conditions that may affect the asset, and historical and forecasted financial and operating information relating to the property, such as net operating income, occupancy statistics, vacancy projections, renewal percentage, and rent collection rates. If the undiscounted cash flows expected to be generated by a property are less than its carrying amount, the Company determines the fair value of the property and an impairment loss would be recorded to write down the carrying amount of such property to its fair value. Based on its review, management concluded that 0ne of Brookfield DTLA’s real estate properties were impaired as of ~~September 30,~~March 31, 2021 and December 31, 2020.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

The Company’s investment in its unconsolidated real estate joint venture is also reviewed for impairment quarterly or if events or changes in circumstances indicate that the carrying amount of our investment might not be recoverable using similar criteria as its investments in real estate. An impairment loss is measured based on the excess of the carrying amount of an investment compared to its estimated fair value. Impairment analyses are based on current plans, intended holding periods and information available at the time the analyses are prepared. Based on its review, management concluded that Brookfield DTLA’s investment in its unconsolidated real estate joint venture was 0t impaired as of ~~September 30,~~March 31, 2021 and December 31, 2020.

Our future results may continue to be impacted by risks associated with the Shutdown and the related global reduction in services, investments, commerce, travel, and substantial volatility in stock markets worldwide, which may result in a decrease in our cash flows and a potential increase in impairment losses and/or revaluations of our investments in real estate and unconsolidated real estate joint venture.

Rents, Deferred Rents and Other Receivables

Under Accounting Standards Codification (“ASC”) Topic 842, Leases, Brookfield DTLA must assess on an individual lease basis whether it is probable that the Company will collect the future lease payments throughout the term of the lease. The Company considers the tenant’s payment history and current credit status when assessing collectibility. If the collectibility of the lease payments is probable at lease commencement, the Company recognizes lease income over the term of the lease on a straight-line basis. During the term of the lease, Brookfield DTLA monitors the credit quality and any related material changes of our tenants by (i) reviewing financial statements of the tenants that are publicly available or that are required to be delivered to us pursuant to the applicable lease, (ii) monitoring news reports regarding our tenants and their respective businesses, including the impact of the Shutdown on the tenant’s business, (iii) monitoring the tenant’s payment history and current credit status, and (iv) analyzing current economic ~~trends, including the impact of the Shutdown on the tenant’s business.~~trends. When collectibility is not deemed probable at the lease commencement date, the Company’s lease income is constrained to the lesser of (i) the income that would have been recognized if collection were probable, or (ii) the lease payments that have been collected from the lessee. If the collectibility assessment changes to probable after the lease commencement date, any difference between the lease income that would have been recognized if collectibility had always been assessed as probable and the lease income recognized to date is recognized as a current-period adjustment to lease income. If the collectibility assessment changes to not probable after the lease commencement date, lease income is reversed to the extent that the lease payments that have been collected from the lessee are less than the lease income recognized to date. Changes to the collectibility of operating leases are recorded as adjustments to lease income in the consolidated statements of operations. During the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020, as the result of our assessment of the collectibility of amounts due under leases with our tenants, the Company recognized a reduction in lease income totaling ~~$2.7 million~~$665 thousand and ~~$5.1 million, respectively, of which $0.3 million and $1.1 million related to lease income from an affiliate of the Company,~~$41 thousand, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

The Company received certain rent relief ~~and/or rent deferral~~ requests for certain periods in ~~2020~~ 2020 and 2021 from many of our retail tenants and some of our office tenants as a result of the ~~Shutdown, of which the majority of requests related to rent deferral.~~Shutdown. Some of our tenants have availed themselves of various federal and state relief funds, such as the Coronavirus Aid, Relief, and Economic Security (CARES) Act and the Paycheck Protection Program, which can be utilized to partially meet rental obligations. While our tenants are required to fulfill their commitments to us under their leases, we have implemented and will continue to carefully consider temporary rent deferrals and rent abatements on a lease-by-lease basis.

~~As of September 30, 2020, adjusted for rent deferral concessions granted to our tenants,~~For leases with deferrals, the Company ~~collected substantially all amounts due from our tenants under their~~elected to account for the lease concessions as if they were part of the enforceable rights rather than as a modification. For leases with abatements, the Company accounted for the lease concessions on a lease-by-lease basis in accordance with the existing lease modification accounting framework. During the three months ended March ~~2020 billings, 98% and 33%~~31, 2021, the impact of ~~second quarter office and retail rents, respectively, or 96% in~~lease concessions granted did not have a material effect on the ~~aggregate, 98% and 55% of third quarter office and retail rents, respectively, or 96% in the aggregate.~~Company’s consolidated financial statements.

Income Taxes

Brookfield DTLA has elected to be taxed as a real estate investment trust (“REIT”) pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with its tax period ended December 31, 2013. Brookfield DTLA conducts its operations with the intent to continue to qualify as a REIT. Accordingly, Brookfield DTLA is not subject to U.S. federal income tax, provided that it continues to qualify as a REIT and makes distributions to its stockholders, if any, that generally equal or exceed its taxable income.

Brookfield DTLA has elected to treat certain of its subsidiaries as taxable REIT subsidiaries (“TRS”). A TRS is permitted to engage in activities that a REIT cannot engage in directly, such as performing non‑customary services for the Company’s tenants, holding assets that the Company cannot hold directly and conducting certain affiliate transactions. A TRS is subject to both federal and state income taxes. The Company’s various TRS did not have significant tax provisions or deferred taxes during the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 and ~~2019.~~2020.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Note 3—Recently Issued Accounting Literature

New Accounting Pronouncements Adopted

There have been no new accounting pronouncements adopted during thethree months ended March 31, 2021.

Accounting Pronouncements Issued But Not Yet Adopted

In ~~June 2016,~~March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ~~2016-13,~~2020-04, ~~Financial Instruments–Credit Losses~~Reference Rate Reform (Topic ~~326)~~848): ~~Measurement~~Facilitation of ~~Credit Losses~~the Effects of Reference Rate Reform on Financial ~~Instruments~~Reporting, which provides accounting relief from the future impact of the cessation of LIBOR by, among other things, providing optional expedients to treat contract modifications resulting from such reference rate reform as a continuation of the existing contract and for hedging relationships to not be de-designated resulting from such changes provided certain criteria are met. The guidance is effective beginning on March 12, 2020, and we may elect to apply the amendments prospectively through December 31, 2022. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, ~~to amend the accounting for credit losses for certain financial instruments. Under the new guidance, an entity recognizes its estimate of expected credit losses as an allowance,~~ which ~~the FASB believes will result in more timely recognition of such losses. In November 2018, the FASB released ASU 2018-19,~~ ~~Codification Improvements to Topic 326, Financial Instruments–Credit Losses. This amendment clarifies that receivables arising from operating leases are not within~~refines the scope of ~~Subtopic 326-20. Instead, impairment~~ASC Topic 848, Reference Rate Reform, and clarifies some of its guidance as part of the FASB’s ongoing monitoring of global reference rate reform activities. ASU 2021-01 permits entities to elect certain optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships affected by changes in the interest rates used for discounting cash flows, computing variation margin settlements, and calculating price alignment interest in connection with reference rate reform activities under way in global financial markets. ASU 2021-01 became effective upon issuance and may be applied on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020 or prospectively for contract modifications made on or before December 31, 2022. The Company’s variable debt and interest rate cap contracts currently reference LIBOR. The Company is currently in the process of identifying its LIBOR-based contracts that will be impacted by the cessation of LIBOR, incorporating fallback language in negotiated contracts and incorporating non-LIBOR reference rate and/or fallback language in new contracts to prepare for these changes. Notwithstanding these efforts, the Company expects to utilize the optional expedients provided by ASU 2020-04 for debt contracts left unmodified. In addition, balances of interest rate cap contracts were de minimis and the Company does not use hedge accounting for these contracts. As such, we do not expect the adoption of ASU 2020-04 and 2021-01 to have a material effect on the Company’s consolidated financial statements.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Note 4—Rents, Deferred Rents and Other Receivables, Net

Brookfield DTLA’s rents, deferred rents and other receivables ~~arising from operating leases should be accounted for in accordance with Subtopic 842-30,~~ are comprised of the following:


	March 31, 2021		December 31, 2020

Straight-line and other deferred rents	$	110,267	$	109,196
Tenant inducements receivable	33,094		33,280
Tenant receivables	2,593		5,057
Other receivables	432		2,079
Rents, deferred rents and other receivables, gross	146,386		149,612
Less: accumulated amortization of tenant inducements	16,785		15,973

Rents, deferred rents and other receivables, net	$	129,601	$	133,639

~~Leases–Lessor~~ ~~by adjusting lease income~~.

See Note 2 “Basis of Presentation—Rents, Deferred Rents and Other Receivables” for a discussion of assessments regarding the ~~accounting policy regarding impairment~~collectibility of rents and deferred rent receivables ~~arising from operating leases. ASU 2016-13~~ and ~~ASU 2018-19 are effective for interim and annual reporting periods in fiscal years beginning after December 15, 2019. The majority of~~related adjustments made during the ~~Company’s receivables arise in the ordinary course of business under operating leases with its tenants and are therefore not subject~~three months ended March 31, 2021 due to the ~~guidance in Subtopic 326-20. Brookfield DTLA adopted the guidance on January 1, 2020. The adoption of this guidance did not have any impact on the Company’s consolidated financial statements.~~Shutdown.

~~In August 2018, the FASB issued ASU 2018-13,~~ ~~Fair Value Measurement~~ (~~Topic 820~~): ~~Disclosure Framework–Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 amends Topic 820 by adding new fair value measurement disclosure requirements, as well as modifying~~

Note 5—Intangible Assets and removing certain disclosure requirements. This guidance is effective for interim and annual periods in fiscal years beginning after December 15, 2019. Brookfield DTLA adopted the guidance on January 1, 2020. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements.Liabilities

~~In October 2018, the FASB issued ASU 2018-17,~~ ~~Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities~~, which amends the related-party guidance in Topic 810. Specifically, ASU 2018-17 removes a sentence in ASC 810-10-55-37D regarding the evaluation of fees paid to decision makers to conform to the amendments in ASU 2016-17. ASU 2018-17 is effective for interimBrookfield DTLA’s intangible assets and annual periods in fiscal years beginning after December 15, 2019. Brookfield DTLA adopted the guidance on January 1, 2020. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements.liabilities are summarized as follows:


	March 31, 2021		December 31, 2020

Intangible Assets
In-place leases	$	46,448	$	46,448
Tenant relationships	6,900		6,900
Above-market leases	19,874		19,874
Intangible assets, gross	73,222		73,222
Less: accumulated amortization	52,777		51,176
Intangible assets, net	$	20,445	$	22,046

Intangible Liabilities
Below-market leases	$	46,945	$	46,945
Less: accumulated amortization	41,330		40,940
Intangible liabilities, net	$	5,615	$	6,005

~~In March 2020, the FASB issued ASU No. 2020-04,~~ ~~Reference Rate Reform —Facilitation~~A summary of the ~~Effects~~effect of ~~Reference Rate Reform on Financial Reporting. ASU 2020-04 provides optional exceptions for applying GAAP to contracts, hedging relationships~~amortization/accretion of intangible assets and ~~other transactions affected by reference rate reform. Brookfield DTLA adopted this guidance~~liabilities reported in ~~March 2020. The adoption of this guidance did not have a material effect on~~ the ~~Company’s~~ consolidated financial ~~statements.~~statements is as follows:


	For the Three Months Ended
	March 31,
	2021		2020

Lease income	$	(110)	$	24
Depreciation and amortization expense	$	1,101	$	1,536

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

~~In April 2020, the FASB issued a staff question-and-answer document (“Q&A”) to clarify whether lease concessions related to the effects of the COVID-19 pandemic require the application of the lease modification guidance under ASC Topic 842,~~ ~~Leases.~~ Under Topic 842, the Company would have to determine, on a lease-by-lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated within the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease (precluded from applying the lease modification accounting framework). As discussed in the Q&A, the FASB staff believes that it would be acceptable for entities to make an election to account for lease concessions related to the effects of the COVID-19 pandemic consistent with how those concessions would be accounted for under Topic 842 as though enforceable rights and obligations for those concessions existed (regardless of whether those enforceable rights and obligations for the concessions explicitly exist in the contract). If the concessions are directly related to the effects of COVID-19, and result in revised cash flows that are substantially the same or less than the original lease contracts, entities are allowed to bypass the lease-by-lease analysis, and instead elect to either apply the lease modification accounting framework or not, with such election applied consistently to leases with similar characteristics and similar circumstances. To provide relief for tenants whose operations and businesses were disrupted by the Shutdown, the Company agreed to defer rent due from certain tenants for certain periods. For these tenants, the Company elected to account for the lease concessions as if they were part of the enforceable rights rather than as a modification. For leases that the Company granted a lease deferral concession, the Company recognized a receivable until the rental payment is received from the lessee at the deferred payment date. During the nine months ended September 30, 2020, the Company reported an increase to rents receivables of $0.2 million as a direct impact of rent deferral concessions granted to our tenants.

~~Note 4—Rents, Deferred Rents and Other Receivables, Net~~

~~Brookfield DTLA’s rents, deferred rents and other receivables are comprised of the following:~~

September 30, 2020 December 31, 2019
Straight-line and other deferred rents $ 106,630 $ 109,859
Tenant inducements receivable 34,225 33,304
Tenant receivables 5,514 6,027
Other receivables 2,167 1,854
Rents, deferred rents and other receivables, gross 148,536 151,044
Less: accumulated amortization of tenant inducements 15,906 13,034
Rents, deferred rents and other receivables, net $ 132,630 $ 138,010

~~See~~ ~~Note 2 “Basis of Presentation—Rents, Deferred Rents and Other Receivables”~~ for a discussion of assessments regarding the collectibility of rents and deferred rents receivable and related adjustments made during the three and nine months ended September 30, 2020 due to the Shutdown.

~~Table of Contents~~

~~BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(Unaudited)~~

~~Note 5—Intangible Assets and Liabilities~~

~~Brookfield DTLA’s intangible assets and liabilities are summarized as follows:~~

September 30, 2020 December 31, 2019
Intangible Assets
In-place leases $ 47,872 $ 47,872
Tenant relationships 15,397 15,397
Above-market leases 24,367 24,367
Intangible assets, gross 87,636 87,636
Less: accumulated amortization 62,901 55,741
Intangible assets, net $ 24,735 $ 31,895
Intangible Liabilities
Below-market leases $ 53,795 $ 53,795
Less: accumulated amortization 47,308 45,489
Intangible liabilities, net $ 6,487 $ 8,306

~~A summary of the effect of amortization/accretion of intangible assets and liabilities reported in the consolidated financial statements is as follows:~~

For the Three Months Ended For the Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
Lease income $ (578) $ 267 $ (744) $ (355)
Depreciation and amortization expense $ 1,634 $ 1,911 $ 4,596 $ 6,497

As of ~~September 30, 2020,~~March 31, 2021, the estimated amortization/accretion of intangible assets and liabilities in future periods is as follows:


		In-Place Leases		Other Intangible Assets		Intangible Liabilities			In-Place Leases		Other Intangible Assets		Intangible Liabilities

Remainder of 2020		$	1,099	$	1,004	$	483
2021		3,296		2,656		1,550
Remainder of 2021								Remainder of 2021	$	2,406	$	1,948	$	1,160
2022	2022	2,826		2,391		1,493		2022	2,757		2,275		1,493
2023	2023	2,005		2,030		794		2023	1,947		1,949		794
2024	2024	1,137		1,910		278		2024	1,091		1,864		278
2025	2025	998		1,238		263		2025	951		1,191		263
2026								2026	580		449		245
Thereafter	Thereafter	1,653		492		1,626		Thereafter	1,033		4		1,382
Total future amortization of intangibles		$	13,014	$	11,721	$	6,487
Total future amortization/accretion of intangibles								Total future amortization/accretion of intangibles	$	10,765	$	9,680	$	5,615

1817

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Note 6—Secured Debt, Net

Brookfield DTLA’s secured debt is as follows:


		Maturity Date (1)	Interest Rate			Principal Amount as of						Maturity Date (1)			Contractual Interest Rates			Principal Amount as of
					September 30, 2020			December 31, 2019						March 31, 2021				December 31, 2020
Variable-Rate Loans:	Variable-Rate Loans:													Variable-Rate Loans:
Wells Fargo Center–North Tower (2)	Wells Fargo Center–North Tower (2)	10/9/2023	1.80	%		$	400,000		$	400,000	Wells Fargo Center–North Tower (2)		10/9/2023			LIBOR + 1.65%			$	400,000		$	400,000
Wells Fargo Center–North Tower ~~(3)~~(2)	Wells Fargo Center–North Tower ~~(3)~~(2)	10/9/2023	4.15	%		65,000			65,000		Wells Fargo Center–North Tower ~~(3)~~(2)	10/9/2023			LIBOR + 4.00%			65,000			65,000
Wells Fargo Center–North Tower ~~(4)~~(3)	Wells Fargo Center–North Tower ~~(4)~~(3)	10/9/2023	5.15	%		35,000			35,000		Wells Fargo Center–North Tower ~~(4)~~(3)	10/9/2023			LIBOR + 5.00%			35,000			35,000
Wells Fargo Center–South Tower ~~(5)~~(4)	Wells Fargo Center–South Tower ~~(5)~~(4)	11/4/2023	1.96	%		260,796			260,796		Wells Fargo Center–South Tower ~~(5)~~(4)	11/4/2023			LIBOR + 1.80%			260,796			260,796
777 Tower ~~(6)~~(5)	777 Tower ~~(6)~~(5)	10/31/2024	1.76	%		231,842			231,842		777 Tower ~~(6)~~(5)	10/31/2024			LIBOR + 1.60%			231,842			231,842
777 Tower ~~(7)~~(6)	777 Tower ~~(7)~~(6)	10/31/2024	5.65	%		43,158			43,158		777 Tower ~~(7)~~(6)	10/31/2024			LIBOR + 4.15%			43,158			43,158
EY Plaza ~~(8)~~(7)	EY Plaza ~~(8)~~(7)	10/9/2025	3.01	%		275,000			0		EY Plaza ~~(8)~~(7)	10/9/2025			LIBOR + 2.86%			275,000			275,000
EY Plaza ~~(9)~~(7)	EY Plaza ~~(9)~~(7)	10/9/2025	7.00	%		30,000			0		EY Plaza ~~(9)~~(7)	10/9/2025			LIBOR + 6.85%			30,000			30,000
Gas Company Tower (7)											Gas Company Tower (7)	2/9/2026			LIBOR + 1.89%			350,000			0
Gas Company Tower (7)											Gas Company Tower (7)	2/9/2026			LIBOR + 5.00%			65,000			0
Gas Company Tower (7)											Gas Company Tower (7)	2/9/2026			LIBOR + 7.75%			50,000			0
Total variable-rate loans	Total variable-rate loans					1,340,796			1,035,796		Total variable-rate loans							1,805,796			1,340,796

Fixed-Rate Debt:	Fixed-Rate Debt:										Fixed-Rate Debt:
BOA Plaza	BOA Plaza	9/1/2024	4.05	%		400,000			400,000		BOA Plaza	9/1/2024			4.05		%	400,000			400,000
Gas Company Tower		8/6/2021	3.47	%		319,000			319,000
Gas Company Tower		8/6/2021	6.50	%		131,000			131,000
FIGat7th	FIGat7th	3/1/2023	3.88	%		58,500			58,500		FIGat7th	3/1/2023			3.88		%	58,500			58,500
Total fixed-rate debt	Total fixed-rate debt					908,500			908,500		Total fixed-rate debt							458,500			458,500

Debt Refinanced:	Debt Refinanced:										Debt Refinanced:
EY Plaza						0			230,000
EY Plaza						0			35,000
Gas Company Tower											Gas Company Tower							0			319,000
Gas Company Tower											Gas Company Tower							0			131,000
Total debt refinanced	Total debt refinanced					0			265,000		Total debt refinanced							0			450,000

Total secured debt	Total secured debt					2,249,296			2,209,296		Total secured debt							2,264,296			2,249,296
Less: unamortized debt financing costs	Less: unamortized debt financing costs					10,881			9,316		Less: unamortized debt financing costs							14,227			9,656
Total secured debt, net	Total secured debt, net					$	2,238,415		$	2,199,980	Total secured debt, net							$	2,250,069		$	2,239,640

(1)Maturity dates include the effect of extension options that the Company controls, if applicable. As of ~~September 30,~~March 31, 2021 and December 31, 2020, we meet the criteria specified in the loan agreements to extend the loan maturity dates.

(2)~~This loan bears interest at LIBOR plus 1.65%.~~ As required by the loan ~~agreement,~~agreements, we have entered into an interest rate cap ~~contract~~contracts that ~~limits~~limit the LIBOR portion of the interest rate to ~~4.25%~~3.85%.

(3)~~This loan bears interest at LIBOR plus 4.00%. As required by the loan agreement, we have entered into an interest rate cap contract that limits the LIBOR portion of the interest rate to 4.25%.~~

~~(4)This loan bears interest at LIBOR plus 5.00%. As required by the loan agreement, we have entered into an interest rate cap contract that limits the LIBOR portion of the interest rate to 4.25%.~~ BAM owns a significant interest in a company whose subsidiary is the lender of this loan. See Note 13—“Related Party Transactions.”

~~Table of Contents~~

~~BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(Unaudited)~~

~~(5)~~(4)~~This loan bears interest at LIBOR plus 1.80%.~~ As required by the loan agreement, we have entered into an interest rate cap contract that limits the LIBOR portion of the interest rate to ~~4.50%~~3.63%. As of ~~September 30, 2020,~~March 31, 2021, a future advance amount of $29.2 million is available under this loan that can be drawn to fund approved leasing costs (as defined in the underlying loan agreement), including tenant improvements and inducements, leasing commissions, and common area improvements.

~~(6)~~(5)~~This loan bears interest at LIBOR plus 1.60%.~~ As required by the loan agreement, we have entered into an interest rate cap contract that limits the LIBOR portion of the interest rate to 4.00%. As of ~~September 30, 2020,~~March 31, 2021, a future advance amount of $36.8 million is available under this loan that can be drawn to fund approved leasing costs (as defined in the underlying loan agreement), including tenant improvements and inducements, and leasing commissions. The Company can draw against this future advance amount as long as a pro rata draw is made against the mezzanine loan future advance amount.

~~(7)~~

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

(6)~~This loan bears interest at LIBOR plus 4.15%.~~ As required by the loan agreement, we have entered into an interest rate cap contract that limits the LIBOR portion of the interest rate to 4.00%. As of ~~September 30, 2020,~~March 31, 2021, a future advance amount of $6.8 million is available under this loan that can be drawn to fund approved leasing costs (as defined in the underlying loan agreement), including tenant improvements and inducements, and leasing commissions. The Company can draw against this future advance amount as long as a pro rata draw is made against the mortgage loan future advance amount.

~~(8)~~(7)~~This loan bears interest at LIBOR plus 2.857%.~~ As required by the loan ~~agreement,~~agreements, we have entered into an interest rate cap ~~contract~~contracts that ~~limits~~limit the LIBOR portion of the interest rate to 4.00%.

~~(9)~~
~~This loan bears interest at LIBOR plus 6.85%. As required by the loan agreement, we have entered into an interest rate cap contract that limits the LIBOR portion of the interest rate to 4.00%.~~

The weighted average interest rate of ~~our~~the Company’s secured debt was ~~3.19%~~2.91% and ~~3.99%~~3.19% as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively. As of ~~September 30, 2020,~~March 31, 2021, the weighted average term to maturity of our debt was approximately ~~three~~four years.

Debt Maturities

The following table provides information regarding the Company’s minimum future principal payments due on the Company’s secured debt (after the impact of extension options that the Company controls, if applicable) as of ~~September 30, 2020:~~March 31, 2021:


Remainder of 2020		$	0
2021		450,000
Remainder of 2021				Remainder of 2021	$	0
2022	2022	0		2022	0
2023	2023	819,296		2023	819,296
2024	2024	675,000		2024	675,000
2025	2025	305,000		2025	305,000
2026				2026	465,000
Total secured debt	Total secured debt	$	2,249,296	Total secured debt	$	2,264,296

As of ~~September 30, 2020, $760.8~~March 31, 2021, $1,035.8 million of ~~our~~the Company’s secured debt may be prepaid without penalty, $400.0 million may be defeased (as defined in the underlying loan ~~agreement)~~agreements) and ~~$1,088.5~~$828.5 million may be prepaid with prepayment penalties.

2019

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

~~EY Plaza—~~Gas Company Tower—

On ~~September 23, 2020,~~February 5, 2021, Brookfield DTLA refinanced ~~the mortgage and mezzanine~~its Gas Company Tower secured loans. The original $450.0 million secured loans were replaced with secured ~~by the EY Plaza office property and received net proceeds totaling~~ ~~$297.9~~loans of $465.0 million, ~~of which $265.0 million~~ ~~was used to repay the mortgage and mezzanine loans that previously encumbered the property with original maturity date on November 27, 2020. Out of the remaining net proceeds of~~ ~~$32.9 million~~, ~~$12.4 million is intended~~ ~~for funding general corporate expenses,~~ ~~$20.5 million was~~ deposited into a cash account held by the lenders as reserve fund to satisfy various outstanding lease-related obligations (such as free rent or rent abatements, discounted or free parking rent and leasing costs) that existed as of the closing date.

~~The new~~ ~~$305.0 million~~ ~~loan is~~ comprised of a ~~$275.0~~$350.0 million mortgage loan, a ~~$30.0~~$65.0 million mezzanine loan and a $50.0 million mezzanine loan, each of which bears interest at variable rates equal to LIBOR plus ~~2.857%~~1.89%, 5.00% and ~~6.85%~~7.75%, ~~respectively, requires the payment~~respectively. The initial maturity date of these interest-only ~~until maturity, and matures on October~~loans is February 9, ~~2022.~~2023. The mortgage loan can be prepaid, in whole or in part, with prepayment fees (as defined in the underlying loan agreement)~~, as long as the mezzanine loans are repaid on a pro rata basis with the mortgage loan,~~ until ~~October 2021~~February 2022 after which the loan may be repaid without ~~penalty.~~prepayment fees. A voluntary prepayment of the mortgage or mezzanine loans requires a simultaneous pro-rata prepayment of all loans encumbering this property. Brookfield DTLA has 3 options to extend the loans maturity dates ~~of the mortgage and mezzanine loans, each~~ for a period of one year each, as long as the maturity date of the mezzanine ~~loan~~loans is extended ~~when the maturity date of~~simultaneously with the mortgage loan, ~~is extended.~~

In ~~September 2020,~~ ~~in conjunction with the extinguishment~~and no Event of ~~the~~ ~~$265.0 million mortgage and mezzanine loans described above,~~ ~~the Company early terminated the related LIBOR-based interest rate swap and cap contracts with notional amounts of~~ ~~$218.9 million~~ ~~and~~ ~~$35.0 million, respectively, and reclassified the entire loss of $1.8 million on interest rate swap contracts designated as cash flow hedges from accumulated other comprehensive loss to other expense~~Default (as defined in the ~~consolidated statements of operations. See~~ ~~Note 10 “Accumulated Other Comprehensive Loss”~~ ~~for further details.~~ ~~In addition,~~underlying loan agreements) has occurred. All proceeds from the new secured loans were used to pay off the original $450.0 million encumbrance and to satisfy the new loans’ required reserves. The Company recognized a loss on early extinguishment of debt of $4.6 million, which represented a prepayment premium and ~~termination of~~debt yield maintenance fee, in interest ~~rate swap contracts of $1.0 million in other expenses~~expense in the consolidated statements of operations.

~~Wells Fargo Center-North Tower—~~

In September 2020, Brookfield DTLA exercised the first one-year option available in the mortgage and mezzanine loan agreements to extend the maturity date of the debt secured by Wells Fargo Center–North Tower to October 2021.

~~Gas Company Tower—~~

Brookfield DTLA currently intends to refinance the debt secured by Gas Company Tower on or prior to its scheduled maturity in August 2021. There can be no assurance that the refinancing of this debt can be accomplished, what terms will be available in the market for this type of financing at the time of any refinancing, and whether a principal paydown will be needed when the debt is refinanced.

~~Table of Contents~~

~~BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(Unaudited)~~

~~Wells Fargo Center–South Tower—~~

~~Brookfield DTLA intends to exercise the options available in the loan agreements to extend the maturity date of the debt secured by Wells Fargo Center–South Tower for~~ ~~one year~~ ~~to November 2022. As of September 30, 2020, we meet the criteria specified in the loan agreements to extend the loan.~~

Non-Recourse Carve Out Guarantees

All of our secured debt is subject to “non-recourse carve out” guarantees that expire upon elimination of the underlying loan obligations. In connection with all of these loans, Brookfield DTLA entered into “non-recourse carve out” guarantees, which provide for these otherwise non-recourse loans to become partially or fully recourse against DTLA Holdings, if certain triggering events (as defined in the loan agreements) occur.

Debt Compliance

As of ~~September 30, 2020,~~March 31, 2021, Brookfield DTLA was in compliance with all material financial covenants contained in the loan agreements.

Certain loan agreements held by Brookfield DTLA contain debt yield and debt service coverage ratios. As of ~~September 30, 2020,~~March 31, 2021, Brookfield DTLA was meeting or exceeding these financial ratios, with the exception of the ~~loan~~loans secured by Wells Fargo Center—South Tower and Wells Fargo Center—North Tower that did not meet ~~the~~their respective minimum debt yield ratio. In addition, in June 2020, a cash sweep event was triggered on the loan secured by Gas Company Tower as a certain lease space restriction was not met. Such cash sweep event ended in February 2021 upon the refinancing and repayment of the Gas Company Tower senior mortgage and mezzanine loans.

Table of Contents

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Wells Fargo Center–South Tower —

Pursuant to the terms of the Wells Fargo Center–South Tower mortgage loan agreement, effective September 2020, a cash sweep event commenced as the borrower’s debt yield ratio was under the minimum debt yield ratio. While this does not constitute an Event of Default under the terms of the mortgage loan agreement, any excess operating cash flows are currently swept to a cash account controlled by the loan administrative agent. Funds within this account shall be applied to the borrower's approved operating expenses, capital expenditures and leasing costs; property taxes and insurance; interest and any other amounts due and payable under the loan and interest rate cap contracts; and fees and expenses due to the loan administrative agent.

Wells Fargo Center–North Tower —

As of March 31, 2021, the borrower’s debt yield ratio was under the minimum debt yield ratio. While this does not constitute an Event of Default under the terms of the mortgage loan agreement, following the occurrence of such debt yield event, any excess operating cash flows are to be swept to a cash account controlled by the loan administrative agent. Funds within this account shall be applied to the borrower's approved operating expenses, capital expenditures and leasing costs; property taxes and insurance; interest and any other amounts due and payable under the loan and interest rate cap contracts; reserve accounts; and fees and expenses due to the loan administrative agent. The cash sweep has not started as of March 31, 2021.

Gas Company Tower —

Pursuant to the terms of the Gas Company Tower senior mortgage loan agreement, effective June 2020, a cash sweep event commenced upon exercise of lease contraction rights by one of the major tenants. While this is not an Event of Default, all available cash (as defined in the underlying loan agreement) is currently swept to an account managed by the lender. The lender will regularly fund operating expenses based on an approved budget, and the borrower may request the release of additional funds to cover approved leasing costs. The cash sweep event ended in February 2021 upon the refinancing and repayment of the Gas Company Tower senior mortgage and mezzanine loans.

Table of Contents

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

London Interbank Offered Rate (“LIBOR”) Transition

The chief executive of the United Kingdom Financial Conduct Authority (“FCA”), which regulates the LIBOR, previously announced that the FCA intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. In response, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to USD-LIBOR in derivatives and other financial contracts. In November 2020, the Intercontinental Exchange (“ICE”) Benchmark Administration Limited, the benchmark administrator for USD LIBOR rates, proposed extending the publication of certain commonly-used USD LIBOR settings until June 30, 2023 and the FCA issued a statement supporting such proposal. In connection with this proposal, certain U.S. banking regulators issued guidance strongly encouraging banks to generally cease entering into new contracts referencing USD LIBOR as soon as practicable and in any event by December 31, 2021. It is not possible to predict the effect of these changes, including when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR markets.

We have outstanding variable debt and interest rate cap contracts that are indexed to LIBOR. The Company is currently in the process of identifying its LIBOR-based contracts that will be impacted by the cessation of LIBOR, incorporating fallback language in negotiated contracts and incorporating non-LIBOR reference rate and/or fallback language in new contracts to prepare for these changes.

If LIBOR changes or is replaced, the interest rates on our debt which is indexed to USD-LIBOR will be determined using a different successor rate, which may adversely affect interest expense and may result in interest obligations which are more than the payments that would have been made on such debt if USD-LIBOR was available in its current form.

Note 7—Accounts Payable and Other Liabilities

Brookfield DTLA’s accounts payable and other liabilities are comprised of the following:


	March 31, 2021		December 31, 2020

Tenant improvements and inducements payable	$	35,360	$	47,679
Unearned rent and tenant payables	27,730		27,331
Accrued capital expenditures and leasing commissions	11,831		15,201
Accrued expenses and other liabilities	11,363		5,830
Accounts payable and other liabilities	$	86,284	$	96,041

Table of Contents

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Note ~~7—Accounts Payable and Other Liabilities~~

~~Brookfield DTLA’s accounts payable and other liabilities are comprised of the following:~~

September 30, 2020 December 31, 2019
Tenant improvements and inducements payable $ 47,755 $ 29,140
Unearned rent and tenant payables 26,138 23,817
Accrued capital expenditures and leasing commissions 17,930 18,205
Accrued expenses and other liabilities 16,895 8,683
Accounts payable and other liabilities $ 108,718 $ 79,845

~~Note~~ 8—Noncontrolling Interests

Mezzanine Equity Component

Mezzanine equity in the consolidated balance sheets is comprised of the following:

Series A Preferred Stock. As of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, 9,730,370 shares of Series A preferred stock were outstanding, of which 9,357,469 shares were issued to third parties and 372,901 shares were issued to DTLA Fund Holding Co., a subsidiary of DTLA Holdings.

Series A Preferred Interest. The Series A preferred interest in Fund II is indirectly held by the Company through wholly owned subsidiaries (subject to certain REIT accommodation preferred interests).

Series A-1 Preferred Interest. The Series A-1 preferred interest is held by DTLA Holdings or wholly-owned subsidiaries of DTLA Holdings.

Senior Participating Preferred Interest. Brookfield DTLA Fund Properties III LLC (“Fund III”), a wholly-owned subsidiary of DTLA Holdings, issued a senior participating preferred interest to DTLA Holdings in connection with the formation of Brookfield DTLA and the MPG acquisition.

Series B Preferred Interest. AtPursuant to the ~~time~~Limited Liability Company Agreement (“LLCA”) of Fund II and the ~~merger with MPG,~~ subsequent amendment to the LLCA, DTLA Holdings made a commitment to contribute up to ~~$260.0~~$310.0 million in cash or property to Fund II, which directly or indirectly owns the Brookfield DTLA properties. As of ~~September 30, 2020, $19.4~~March 31, 2021, $44.1 million is available to the Company under this commitment for future funding. The Series B preferred interest in Fund II held by DTLA Holdings is effectively senior to the interest in Fund II indirectly held by the Company and has a priority on distributions senior to the equity securities of such subsidiaries held indirectly by the Company and, as a result, effectively rank senior to the Series A preferred stock. The Series B preferred interest in Fund II may limit the amount of funds available to the Company for any purpose, including for dividends or other distributions to holders of its capital stock, including the Series A preferred stock.

~~Table of Contents~~

~~BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(Unaudited)~~

The Series A-1 preferred interest, senior participating preferred interest and Series B preferred interest ~~(collectively, the “Preferred Interests~~”) are held by a noncontrolling interest holder. Series A preferred stock, Series A-1 preferred interest, senior participating preferred interest and Series B preferred interest (collectively, the “Preferred Interests”) are classified as mezzanine equity because they are callable, and the holder of the Series A-1 preferred interest, senior participating preferred interest, ~~and~~ Series B preferred interest, and some of the Series A preferred stock indirectly controls the ability to elect to redeem such instruments, through its controlling interest in the Company and its subsidiaries. See Note 9—“Mezzanine Equity.”

Stockholders’ Deficit Component

Common interests held by DTLA Holdings are presented as “noncontrolling interests” as part of Stockholders’ Deficit in the consolidated balance sheets.

2423

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Note 9—Mezzanine Equity

A summary of the change in mezzanine equity is as follows:


		Number of Shares of Series A Preferred Stock		Series A Preferred Stock				Noncontrolling Interests												Total Mezzanine Equity					Number of Shares of Series A Preferred Stock		Series A Preferred Stock		Noncontrolling Interests						Total Mezzanine Equity
						Series A-1 Preferred Interest				Senior Participating Preferred Interest				Series B Preferred Interest												Series A-1 Preferred Interest			Senior Participating Preferred Interest		Series B Preferred Interest

Balance, December 31, 2019			9,730,370			$	428,480			$	418,029			$	22,362			$	185,352				$	1,054,223
Balance, December 31, 2020																						Balance, December 31, 2020			9,730,370		$	447,028	$	435,242	$	20,413	$	198,827	$	1,101,510
Issuance of Series B preferred interest	Issuance of Series B preferred interest															7,800				7,800		Issuance of Series B preferred interest											2,600		2,600
Dividends	Dividends			4,637																4,637		Dividends					4,637								4,637
Preferred returns	Preferred returns							4,303								4,208				8,511		Preferred returns							4,303				4,282		8,585
Redemption measurement adjustments	Redemption measurement adjustments											(225)								(225)		Redemption measurement adjustments									601				601
Contributions from noncontrolling interests	Contributions from noncontrolling interests											0								0		Contributions from noncontrolling interests									171				171
Repurchases of noncontrolling interests	Repurchases of noncontrolling interests															(6,869)				(6,869)		Repurchases of noncontrolling interests											(16,156)		(16,156)
Distributions to noncontrolling interests	Distributions to noncontrolling interests											(263)				(4,401)				(4,664)		Distributions to noncontrolling interests									(242)		(4,244)		(4,486)
Balance, March 31, 2020		9,730,370		433,117				422,332				21,874				186,090				1,063,413
Issuance of Series B preferred interest																17,350				17,350
Dividends				4,637																4,637
Preferred returns								4,303								4,567				8,870
Redemption measurement adjustments												(2,081)								(2,081)
Contributions from noncontrolling interests												302								302
Repurchases of noncontrolling interests																0				0
Distributions to noncontrolling interests												(45)				(3,500)				(3,545)
Balance, June 30, 2020		9,730,370		437,754				426,635				20,050				204,507				1,088,946
Issuance of Series B preferred interest																0				0
Dividends				4,637																4,637
Preferred returns								4,303								4,689				8,992
Redemption measurement adjustments												(37)								(37)
Contributions from noncontrolling interests												138								138
Repurchases of noncontrolling interests																(6,638)				(6,638)
Distributions to noncontrolling interests												(751)				(5,275)				(6,026)
Balance, September 30, 2020		9,730,370		$	442,391			$	430,938			$	19,400			$	197,283			$	1,090,012
Balance, March 31, 2021																						Balance, March 31, 2021			9,730,370		$	451,665	$	439,545	$	20,943	$	185,309	$	1,097,462


	Number of Shares of Series A Preferred Stock	Series A Preferred Stock		Noncontrolling Interests						Total Mezzanine Equity
				Series A-1 Preferred Interest		Senior Participating Preferred Interest		Series B Preferred Interest

Balance, December 31, 2019	9,730,370	$	428,480	$	418,029	$	22,362	$	185,352	$	1,054,223
Issuance of Series B preferred interest								7,800		7,800
Dividends		4,637								4,637
Preferred returns				4,303				4,208		8,511
Redemption measurement adjustments						(225)				(225)
Contributions from noncontrolling interests						0				0
Repurchases of noncontrolling interests								(6,869)		(6,869)
Distributions to noncontrolling interests						(263)		(4,401)		(4,664)
Balance, March 31, 2020	9,730,370	$	433,117	$	422,332	$	21,874	$	186,090	$	1,063,413

During the ~~nine~~three months ended ~~September 30,~~March 31, 2021 and 2020, the Company used cash received from the issuance of the Series B preferred interest for capital expenditures and leasing costs. During the three months ended ~~September 30,~~March 31, 2021, repurchases of and distributions to noncontrolling interests were made using the excess operating cash flows generated from properties. During the three months ended March 31, 2020, repurchases of and distributions to noncontrolling interests were made using the excess cash from upsized refinancing of the loans secured by EY Plaza in September 2020. During the six months ended June 30, 2020, repurchases of and distributions to noncontrolling interests were made mainly using the excess cash from upsized refinancing of the loans secured by 777 Tower in October ~~2019, as well as operating cash flows generated from other properties.~~2019.

Series A Preferred Stock

As of March 31, 2021, the Series A preferred stock is reported at its redemption value of $451.7 million calculated using the redemption price of $243.3 million plus $208.4 million of accumulated and unpaid dividends on such Series A preferred stock through March 31, 2021.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Number of
Shares of
Series A
Preferred
Stock Series A
Preferred
Stock Noncontrolling Interests Total
Mezzanine
Equity
Series A-1
Preferred
Interest Senior
Participating
Preferred
Interest Series B
Preferred
Interest
Balance, December 31, 2018 9,730,370 $ 409,932 $ 400,816 $ 23,443 $ 181,698 $ 1,015,889
Issuance of Series B preferred interest 6,400 6,400
Dividends 4,637 4,637
Preferred returns 4,303 4,091 8,394
Redemption measurement adjustments (572) (572)
Contributions from noncontrolling
interests 0 0
Repurchases of noncontrolling interests 0 0
Distributions to noncontrolling interests 0 0 0
Balance, March 31, 2019 9,730,370 414,569 405,119 22,871 192,189 1,034,748
Issuance of Series B preferred interest 21,000 21,000
Dividends 4,637 4,637
Preferred returns 4,303 4,591 8,894
Redemption measurement adjustments (179) (179)
Contributions from noncontrolling
interests 0 0
Repurchases of noncontrolling interests 0 0
Distributions to noncontrolling interests 0 (2,695) (2,695)
Balance, June 30, 2019 9,730,370 419,206 409,422 22,692 215,085 1,066,405
Issuance of Series B preferred interest 4,000 4,000
Dividends 4,637 4,637
Preferred returns 4,303 4,966 9,269
Redemption measurement adjustments 602 602
Contributions from noncontrolling
interests 0 0
Repurchases of noncontrolling interests 0 0
Distributions to noncontrolling interests (434) (7,500) (7,934)
Balance, September 30, 2019 9,730,370 $ 423,843 $ 413,725 $ 22,860 $ 216,551 $ 1,076,979

During the three and nine months ended September 30, 2019, the Company used cash received from the issuance of the Series B preferred interest for capital expenditures and leasing costs, and made distributions to noncontrolling interests using cash on hand.

~~Table of Contents~~

~~BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(Unaudited)~~

~~Series A Preferred Stock~~

As of September 30, 2020, the Series A preferred stock is reported at its redemption value of $442.4 million calculated using the redemption price of $243.3 million plus $199.1 million of accumulated and unpaid dividends on such Series A preferred stock through September 30, 2020.

NaN dividends were declared on the Series A preferred stock during the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 and ~~2019.~~2020. Dividends on the Series A preferred stock are cumulative, and therefore, will continue to accrue at an annual rate of $1.90625 per share.

The Series A preferred stock does not have a stated maturity and is not subject to any sinking fund or mandatory redemption provision. We may, at our option, redeem the Series A preferred stock, in whole or in part, for $25.00 per share, plus all accumulated and unpaid dividends on such Series A preferred stock up to and including the redemption date. There is no commitment or obligation on the part of Brookfield DTLA or DTLA Holdings to redeem the Series A preferred stock.The Series A preferred stock is not convertible into or exchangeable for any other property or securities of Brookfield DTLA.

Noncontrolling Interests

There is no commitment or obligation on the part of Brookfield DTLA or DTLA Holdings to redeem the Preferred Interests.

Series A-1 Preferred Interest

As of ~~September 30, 2020,~~March 31, 2021, the Series A-1 preferred interest is reported at its redemption value of ~~$430.9~~$439.5 million calculated using its liquidation value of $225.7 million plus ~~$205.2~~$213.8 million of unpaid interest through ~~September 30, 2020.~~March 31, 2021. Interest earned on the Series A-1 preferred interest is cumulative and accrues at an annual rate of 7.625%.

Senior Participating Preferred Interest

As of ~~September 30, 2020,~~March 31, 2021, the senior participating preferred interest is reported at its redemption value of ~~$19.4~~$20.9 million using the 4.0% participating interest in the residual value of BOA Plaza, EY Plaza and FIGat7th upon disposition or liquidation.

Series B Preferred Interest

As of ~~September 30, 2020,~~March 31, 2021, the Series B preferred interest is reported at its redemption value of ~~$197.3~~$185.3 million calculated using its liquidation value of ~~$192.6~~$181.0 million plus ~~$4.7~~$4.3 million of unpaid preferred returns on such Series B preferred interest through ~~September 30, 2020.~~March 31, 2021. Brookfield DTLA is entitled to receive a market rate of return on its contributions, currently 9.0% as of ~~September 30, 2020.~~March 31, 2021.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Distribution Waterfall

Brookfield DTLA may, at its discretion, distribute all or a portion of its available cash (as defined in the limited liability company agreement of Fund II) in the following priority: (1)

First to:

Series B preferred interest unpaid preferred return

Second to:

Series B preferred interest unreturned preferred capital

Third, proportionally in respect of
unpaid preferred return to:

Series A preferred interest unpaid preferred return (2)

Series A-1 preferred interest unpaid preferred return (3)

Fourth, proportionally in respect
of unreturned capital to: (2) (4)

Series A preferred interest unreturned capital

Series A-1 preferred interest unreturned capital (3)

And fifth to:

Common interests to Brookfield DTLA and DTLA Holdings (5)

__________

(1)Cash available to Fund II arises from its interests in its investments. Fund II owns indirectly all of the interests in Gas Company Tower, Wells Fargo Center–South Tower, Wells Fargo Center–North Tower, 777 Tower and an interest in the 755 South Figueroa development site which will decrease as capital is called to fund the development. See Note 1 “Organization and Description of Business”. In addition, Fund II owns 96% indirectly of the interests in EY Plaza, FIGat7th and BOA Plaza (the “Fund III Assets”). DTLA Holdings owns the remaining 4% interest in the Fund III Assets. The amounts due to DTLA Holdings on the senior participating preferred interest for its preferred return and unreturned capital in Fund III were fully paid as of December 31, 2015. All of Fund II’s interests in these assets are subject to certain REIT accommodation preferred interests. This waterfall may be effected by future equity issuances in respect of Fund II, Fund III, Fund IV, or their subsidiaries, and are subject to all of the indebtedness of the entities.

(2)The Fund II Series A preferred interest is comprised of two parts, one is a preferred component with the analogous economic terms as the Company’s Series A Preferred Stock and a common component, which is junior to the preferred component of the Series A interest on analogous terms to the relationship between the Company’s Series A Preferred Stock and Common Stock. The Series A preferred interest is junior to the Fund II Series B preferred interest. See Note 8 “Noncontrolling Interests — Series B Preferred Interest”. Amounts paid in respect of the Fund II’s Series A preferred interest are generally available upon distribution to the Company for further distribution in respect of the Company’s Series A Preferred Stock, and, when and if distributed in respect of the Series A Preferred Stock, will be distributed first to accumulated and unpaid dividends and to reduce its unreturned liquidation capital.

(3)DTLA Holdings in its capacity as the holder of the Series A-1 preferred interest can waive receipt of distributions that would otherwise be made to it in respect of the Series A-1 preferred interest and such amounts shall be paid instead to the Series A preferred interest or as otherwise provided by the subsequent provisions of the waterfall. Any amounts waived by DTLA Holdings shall not reduce the Series A-1 unpaid preferred return or unreturned capital.

(4)Applicable if distribution is (a) in connection with a liquidating event or redemption or (b) at the election of Brookfield DTLA.

(5)Based on the interests of the Series A and Series B interests of the Fund after repayment of the preferred capital portion of each of them, until the Senior A junior unreturned liquidation capital is reduced to zero.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Note 10—Accumulated Other Comprehensive Loss

A summary of the change in accumulated other comprehensive loss related to Brookfield DTLA’s derivative financial instruments designated as cash flow hedges is as follows:

For the Three Months Ended For the Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
Balance at beginning of period $ (2,763) $ (2,612) $ (2,341) $ (224)
Net unrealized gains (losses) arising during
the period 984 (73) 562 (2,461)
Reclassification of losses related to
terminated interest rate swaps to
other expense included in net income 1,779 0 1,779 0
Net changes 2,763 (73) 2,341 (2,461)
Balance at end of period $ 0 $ (2,685) $ 0 $ (2,685)


	For the Three Months Ended
	March 31,
	2021		2020

Balance at beginning of period	$	0	$	(2,341)
Other comprehensive loss before reclassifications	0		(1,242)
Amounts reclassified from accumulated other comprehensive loss	0		0
Net current-period other comprehensive loss	0		(1,242)
Balance at end of period	$	0	$	(3,583)

Note 11—Financial Instruments

Derivative Financial Instruments

~~Brookfield DTLA uses interest rate swap and cap contracts to manage risk from fluctuations in interest rates. At~~The following table presents the inception of the contracts, Brookfield DTLA designates its interest rate swap contracts as cash flow hedges and documents the relationship of the hedge to the underlying transaction. Hedge effectiveness is assessed at inception and throughout the life of the hedge to ensure the hedge qualifies for hedge accounting. Additionally, Brookfield DTLA uses interest rate cap contracts pursuant to ~~limit impact~~the terms of ~~changes in the LIBOR rate on~~ certain of its ~~debt. The Company does not use hedge accounting for these contracts.~~

~~In September 2020,~~ ~~in conjunction with the extinguishment of our~~ ~~$265.0 million~~ ~~loans that previously encumbered EY Plaza, the Company terminated the related LIBOR-based interest rate swap and cap contracts with notional amounts of~~ ~~$218.9 million~~ ~~and~~ $35.0 million, respectively, and reclassified the entire loss of $1.8 million on the interest rate swap contracts from accumulated other comprehensive loss to other expense in the consolidated statements of operations. Concurrently, a~~s required by the current~~ loan agreements ~~secured by EY Plaza, on September 22, 2020, the Company entered into interest rate cap contracts with an aggregate notional amount~~as of March 31, 2021:


	Notional Amount		Strike Rate (1)	Expiration Date

Interest Rate Caps:
Wells Fargo Center–North Tower	$	400,000	3.85%	10/15/2021
Wells Fargo Center–North Tower	65,000		3.85%	10/15/2021
Wells Fargo Center–North Tower	35,000		3.85%	10/15/2021
Wells Fargo Center–South Tower	290,000		3.63%	11/4/2022
777 Tower	268,600		4.00%	11/10/2021
777 Tower	50,000		4.00%	11/10/2021
EY Plaza	275,000		4.00%	10/15/2022
EY Plaza	30,000		4.00%	10/15/2022
Gas Company Tower	350,000		4.00%	2/15/2023
Gas Company Tower	65,000		4.00%	2/15/2023
Gas Company Tower	50,000		4.00%	2/15/2023
Total derivatives not designated as cash flow hedging instruments	$	1,878,600

__________

(1)~~$305.0 million, which are not designated as cash flow hedges. As of September 30, 2020, Brookfield DTLA no longer had any interest rate swap contracts.~~The index used for all derivative financial instruments shown above is 1-Month LIBOR.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

~~The following table presents the interest rate cap contracts pursuant to the terms of certain of its loan agreements as of September 30, 2020:~~

Notional
Amount Strike
Rate (1) Expiration
Date
Interest Rate Caps:
Wells Fargo Center–North Tower (2) $ 400,000 4.25 % 10/15/2020
Wells Fargo Center–North Tower (2) 65,000 4.25 % 10/15/2020
Wells Fargo Center–North Tower (2) 35,000 4.25 % 10/15/2020
Wells Fargo Center–South Tower (3) 290,000 4.50 % 11/4/2020
777 Tower 268,600 4.00 % 11/10/2021
777 Tower 50,000 4.00 % 11/10/2021
EY Plaza 275,000 4.00 % 10/15/2022
EY Plaza 30,000 4.00 % 10/15/2022
Total derivatives not designated
as cash flow hedging instruments $ 1,413,600

~~__________~~

~~(1)The index used for all derivative financial instruments shown above is 1-Month LIBOR.~~

~~(2)~~In September 2020, Brookfield DTLA exercised the first one-year option to extend the maturity date of the $500.0 million mortgage and mezzanine loans secured by Wells Fargo Center—North Tower to October 2021. In October 2020, Brookfield DTLA entered interest rate cap contracts of aggregate notional amount of $500.0 million that limit the LIBOR portion of the interest rate to 3.85% with expiration date on October 15, 2021.

~~(3)~~In connection with the mortgage loan secured by Wells Fargo Center— South Tower, effective October 2020, Brookfield DTLA entered an interest rate cap contract of notional amount of $290.0 million that limit the LIBOR portion of the interest rate to 3.63% with expiration date on November 4, 2022.

A summary of the fair value of Brookfield DTLA’s derivative financial instruments is as follows:

Fair Value as of
Balance Sheet Location September 30, 2020 December 31, 2019
Derivatives not designated as
hedging instruments:
Interest rate caps Prepaid and other assets $ 6 $ 1
Derivatives designated as
cash flow hedging instruments:
Interest rate swaps Accounts payable and other liabilities $ 0 $ 1,143


		Fair Value as of
	Balance Sheet Location	March 31, 2021		December 31, 2020

Derivatives not designated as hedging instruments: Interest rate caps	Prepaid and other assets, net	$	17	$	5

~~Table of Contents~~

~~BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(Unaudited)~~

The following table presents the gain (loss) recorded on interest rate swaps for the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 and ~~2019:~~2020:

Gain (Loss)
Recognized
in OCL Loss Reclassified
from AOCL to
Other Expense in Consolidated
Statements of Operations
Derivatives designated as cash flow hedging instruments:
For the three months ended:
September 30, 2020 $ 984 $ (1,779)
September 30, 2019 $ (73) $ 0
For the nine months ended:
September 30, 2020 $ 562 $ (1,779)
September 30, 2019 $ (2,461) $ 0


	Loss Recognized in OCL		Amount of Gain Reclassified from AOCL to Statements of Operations

Derivatives designated as cash flow hedging instruments:
For the three months ended:
March 31, 2021	$	0	$	0
March 31, 2020	$	(1,242)	$	0

Changes in fair value of interest rate cap contracts recognized in the consolidated statements of operations during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ were de minimis.

Other Financial Instruments

Brookfield DTLA’s other financial instruments that are exposed to concentrations of credit risk consist primarily of bank deposits and rents receivable. Brookfield DTLA places its bank deposits with major commercial banks. Cash balances with any one institution may at times be in excess of the Federal Deposit Insurance Corporation-insured limit of $250,000.

See Note 2 “Basis of Presentation—Rents, Deferred Rents and Other Receivables” for a discussion of assessments regarding the collectibility of rents and deferred rents receivable and related adjustments made during the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 due to the Shutdown.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Note 12—Fair Value Measurements and Disclosures

ASC Topic 820, Fair Value ~~Measurements and Disclosures~~Measurement, defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the “exit price”).

ASC Topic 820 established a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three categories:


•	Level 1—	Quoted prices (unadjusted) in active markets that are accessible at the measurement date.
•	Level 2—	Observable prices that are based on inputs not quoted in active markets but corroborated by market data.
•	Level 3—	Unobservable prices that are used when little or no market data is available.

The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. Brookfield DTLA utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs, to the extent possible, as well as consider counterparty credit risk in its assessment of fair value.

Recurring Measurements—

The fair value of Brookfield DTLA’s interest rate swap contracts was determined using widely accepted valuation techniques, including discounted cash flow analyses on the expected cash flows of the derivatives. These analyses reflect the contractual terms of the derivatives, including the period to maturity, and use observable market-based inputs, including interest rate curves and implied volatilities. The Company has incorporated credit valuation adjustments to appropriately reflect both our and the respective counterparty’s non‑performance risk in the fair value measurements. The interest rate swap contracts were terminated in September 2020. See Note 11 “Financial Instruments.”

Fair value of interest rate caps was $17 thousand and $5 thousand as of March 31, 2021 and December 31, 2020, respectively. The Company classified them as Level 2 in the fair value hierarchy.

Table of Contents

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

~~Brookfield DTLA’s assets and liabilities measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those measurements fall, are as follows:~~

Fair Value Measurements Using
Total
Fair
Value Quoted Prices in
Active Markets
for Identical
Assets/Liabilities
(Level 1) Significant
Other
Observable Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
Assets
Interest rate caps at:
September 30, 2020 $ 6 $ 0 $ 6 $ 0
December 31, 2019 $ 1 $ 0 $ 1 $ 0
Liabilities
Interest rate swaps at:
September 30, 2020 $ 0 $ 0 $ 0 $ 0
December 31, 2019 $ 1,143 $ 0 $ 1,143 $ 0

Nonrecurring Measurements—

As of March 31, 2021 and December 31, 2020, the Company did not have any assets or liabilities that are measured at fair value on a nonrecurring basis. Refer to Note 2—“Basis of Presentation —Impairment Review” for further discussion.

Disclosures about Fair Value of Financial Instruments—

Secured debt —The Company estimates the fair value of its debt by calculating the credit-adjusted present value of principal and interest payments for each loan. The calculation incorporates observable market interest rates (Level 2 inputs), assumes that each loan will be outstanding until maturity, and excludes any options to extend the maturity date of the loan available per the terms of the loan agreement, if any. The table below presents the estimated fair value and carrying value of ~~Brookfield DTLA’s~~the Company’s secured debt ~~as of September 30, 2020 and December 31, 2019 was $2,247.5 million and $2,210.4 million, respectively, which approximates carrying value, excluding unamortized debt financing costs.~~included in liabilities:


	March 31, 2021		December 31, 2020

Fair Value	$	2,262,566	$	2,246,225
Carrying value	$	2,250,069	$	2,239,640

Other financial instruments —As of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the carrying values of cash and cash equivalents, restricted cash, tenant and other receivables, other assets, accounts payable and other liabilities, and balances with affiliates approximate fair ~~value.~~value because of the short-term nature of these instruments.

~~As of September 30, 2020 and December 31, 2019, the Company did not have any financial assets or liabilities that are measured at fair value on a nonrecurring basis using Level 3 inputs.~~

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Note 13—Related Party Transactions

Management Agreements

Certain subsidiaries of Brookfield DTLA have entered into arrangements with the Manager, pursuant to which the Manager provides property management and various other services. ~~Property management~~The following table presents the basis of fees under the management agreements entered into in connection with these arrangements are calculated based on 2.75% of rents collected (as defined in the management agreements). In addition, the Company pays an asset management fee to BPY and BAM, which is calculated based on 0.75% of DTLA Holdings’ invested equity in Brookfield DTLA’s properties. Leasing management fees paidincurred to the Manager and Brookfield affiliates ~~range from 1.00% to 4.00% of expected rents, depending on~~during the ~~terms of the lease~~three months ended March 31, 2021 and whether a third-party broker was paid a commission for the transaction. Construction management fees are paid to the Manager based on 3.00% of hard and soft construction costs. Development management fees are paid to the Brookfield affiliates by the unconsolidated real estate joint venture based on 3.00% of hard and soft construction costs.2020:

Type

Affiliate

Fee Description

Property management fee

The Manager

2.75% of rents collected (as defined in the management agreements).

Asset management fee

BPY and BAM

0.75% of DTLA Holdings’ invested equity in Brookfield DTLA’s properties

Leasing management fee

The Manager and Brookfield affiliates

1.00% to 4.00% of expected rents, depending on the terms of the lease and whether a third-party broker was paid a commission for the transaction.

Construction management fee

The Manager

3.00% of hard and soft construction costs

Development management fee

Other

3.00% of hard and soft construction costs

Entitlement fee

Other

20.00% of the entitlement costs incurred by BOA Plaza, if the entitlement budget is less than $3,000,000.

A summary of costs incurred by the applicable Brookfield DTLA subsidiaries under these arrangements is as follows:


		For the Three Months Ended				For the Nine Months Ended					For the Three Months Ended
		September 30,				September 30,					March 31,
		2020		2019		2020		2019			2021		2020

Property management fee expense	Property management fee expense	$	1,910	$	2,156	$	6,038	$	6,313	Property management fee expense	$	2,036	$	2,182
Asset management fee expense	Asset management fee expense	$	1,511	$	1,487	$	4,538	$	4,652	Asset management fee expense	$	1,547	$	1,515
Leasing and construction management fees	Leasing and construction management fees	$	1,749	$	220	$	4,668	$	2,295	Leasing and construction management fees	$	559	$	832
Development management fees (1)		$	358	$	281	$	794	$	545
Development management fee (1)										Development management fee (1)	$	349	$	287
Entitlement fee										Entitlement fee	$	67	$	0
General, administrative and reimbursable expenses	General, administrative and reimbursable expenses	$	354	$	703	$	1,806	$	2,143	General, administrative and reimbursable expenses	$	585	$	694

__________

(1)Amounts presented are calculated by applying the Company’s ownership interest percentage in the unconsolidated real estate joint venture as of period end to the costs incurred during the period.

Expenses incurred under these arrangements are included in rental property operating and maintenance expense in the consolidated statements of operations, with the exception of asset management fee expense which is included in other ~~expense.~~expenses. Leasing management fees are capitalized as deferred charges, construction management fees and entitlement fee are capitalized as part of investments in real estate, and development management fees are capitalized and included in the investment in unconsolidated real estate joint venture in the consolidated balance sheets.

3431

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Insurance Agreements

Properties held by certain Brookfield DTLA subsidiaries and affiliates are covered under insurance policies entered into by the Manager. Insurance premiums for Brookfield DTLA’s properties are paid by the Manager. Brookfield DTLA reimburses the Manager for the amount of fees and expenses related to such policies that have been allocated to the Company’s properties as determined by the Manager in its reasonable discretion taking into consideration certain facts and circumstances, including the value of the Company’s properties.

A summary of costs incurred by the applicable Brookfield DTLA subsidiaries and affiliates under this arrangement, which are included in rental property operating and maintenance expense in the consolidated statements of operations, is as follows:

For the Three Months Ended For the Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
Insurance expense (1) $ 2,872 $ 2,219 $ 8,659 $ 6,610


	For the Three Months Ended
	March 31,
	2021		2020

Insurance expense (1)	$	3,192	$	2,882

__________

(1)An affiliate of BAM secures insurance policies for the Company through third-party brokers and insurance companies and charges usthe Company a fee for the services it provides. Fees charged vary but will not exceed 2.50% of the total net insurance premiums of the Company and its covered properties. Fees incurred for these services totaled ~~$74~~$78 thousand and ~~$51~~$67 thousand, respectively, during the three months ended ~~September 30, 2020~~March 31, 2021 and ~~2019, and $208 thousand and $157 thousand, respectively, during the nine months ended September 30, 2020 and 2019.~~2020. Additionally, the Company’s terrorism insurance coverage is purchased through a captive facility that is an affiliate of BPY. Insurance premiums incurred totaled ~~$38~~$32 thousand and ~~$44~~$38 thousand, respectively, during the three months ended ~~September 30, 2020~~March 31, 2021 and ~~2019, and $115 thousand and $132 thousand, respectively, during the nine months ended September 30, 2020 and 2019.~~2020.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Other Related Party Transactions with BAM Affiliates

A summary of the impact of other related party transactions with BAM affiliates on the Company’s consolidated statements of operations is as follows:


		For the Three Months Ended				For the Nine Months Ended					For the Three Months Ended
		September 30,				September 30,					March 31,
		2020		2019		2020		2019			2021		2020

Lease income (1)	Lease income (1)	$	3,619	$	715	$	11,092	$	2,141	Lease income (1)	$	4,776	$	3,914
Parking revenue (1)	Parking revenue (1)	$	384	$	0	$	1,144	$	0	Parking revenue (1)	$	250	$	0
Interest and other revenue	Interest and other revenue	$	48	$	52	$	147	$	157	Interest and other revenue	$	0	$	50
Rental property operating and maintenance expense (2)	Rental property operating and maintenance expense (2)	$	182	$	219	$	444	$	504	Rental property operating and maintenance expense (2)	$	111	$	123
Other expense		$	23	$	32	$	90	$	109
Other expenses										Other expenses	$	0	$	34
Interest expense ~~(3)~~(4)	Interest expense ~~(3)~~(4)	$	462	$	0	$	1,521	$	0	Interest expense ~~(3)~~(4)	$	496	$	575

__________

(1)In September 2019, BAM acquired a significant interest in Oaktree Capital Group, LLC (“Oaktree”), an existing tenant at Wells Fargo Center–North Tower. Lease income and parking revenue from Oaktree and its subsidiaries have been reported as related party transactions since the date of acquisition by BAM.

(2)Amounts presented are for purchases of chilled water for air conditioning at one of the Company’s properties.

(3)A subsidiary of Oaktree is the lender of the $35.0 million mezzanine loan secured by Wells Fargo Center–North Tower. Interest payable to the lender totaled ~~$80~~$84 thousand as of ~~September 30, 2020~~March 31, 2021 and is reported as part of accounts payable and other liabilities in the consolidated balance sheets. See Note 6—“Secured Debt, Net.” Interest expense on this loan has been reported as a related party transaction since the date of acquisition by BAM.

(4)In February 2021, BAM purchased $18.2 million of commercial mortgage-backed securities (“CMBS”) secured by the Gas Company Tower loans in the open market. The CMBS are payable in monthly installments over a two-year period at a fixed interest rate of 2.50%. The transaction was conducted on an arm’s length basis at fair market value. During the three months ended March 31, 2021, the Company incurred interest expense of $47 thousand on this CMBS to BAM.

The Manager or its affiliates may incur certain out-of-pocket expenses on behalf of the Company and pass through such expenses at cost to the Company.

Note 14—Future Minimum Base Rents

Brookfield DTLA leases space to tenants primarily under non-cancelable operating leases that generally contain provisions for payment of base rent plus reimbursement of certain operating expenses. The table below presents the undiscounted cash flows for future minimum base rents to be received from tenants under executed non-cancelable office and retail leases as of ~~September 30, 2020:~~March 31, 2021:


Remainder of 2020		$	40,470
2021		163,015
Remainder of 2021				Remainder of 2021	$	122,497
2022	2022	155,783		2022	153,431
2023	2023	141,983		2023	139,744
2024	2024	123,787		2024	122,955
2025	2025	111,080		2025	109,141
2026				2026	96,928
Thereafter	Thereafter	555,348		Thereafter	460,072
Total future minimum base rents	Total future minimum base rents	$	1,291,466	Total future minimum base rents	$	1,204,768

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Note 15—Commitments and Contingencies

Litigation

Brookfield DTLA and its subsidiaries may be subject to pending legal proceedings and litigation incidental to its business. After consultation with legal counsel, management believes that any liability that may potentially result upon resolution of such matters is not expected to have a material adverse effect on the Company’s business, financial condition or consolidated financial statements as a whole.

Concentration of Tenant Credit Risk

Credit risk arises from the possibility that tenants may be unable to fulfill their lease commitments. Brookfield DTLA’s properties are typically leased to high credit-rated tenants for lease terms ranging from five to ten years, although we also enter into some short-term as well as longer-term leases. As our entire portfolio is located in the LACBD, any specific economic changes within that location could affect our tenant base, and by extension, our profitability.

Brookfield DTLA generally does not require collateral or other security from its tenants, other than security deposits or letters of credit. Our credit risk is mitigated by the high quality of our existing tenant base, review of prospective tenants’ risk profiles prior to lease execution, and frequent monitoring of our tenant portfolio to identify problem tenants. However, since we may have a concentration of lease income from certain tenants, the inability of those tenants to make payments under their leases could have a material adverse effect on our results of operations, cash flows or financial condition.

The ~~recent~~ Shutdown has increased the risk in the near term of our tenants’ ability to fulfill their lease commitments. Certain tenants could declare bankruptcy or become insolvent and cease business operations as a result of prolonged mitigation efforts. See Note 2 “Basis of Presentation—Rents, Deferred Rents and Other Receivables” for a discussion of collectibility of lease income as of ~~September 30, 2020.~~March 31, 2021.

Capital Commitments

As of ~~September 30, 2020,~~March 31, 2021, the Company had ~~$53.2~~$47.4 million in tenant-related commitments, including tenant improvements, tenant inducements and leasing commissions, which are based on executed leases. As of ~~September 30, 2020, $11.7~~March 31, 2021, $11.3 million of our tenant-related commitments were expected to be paid during the remainder of ~~2020.~~2021. Additionally, we had ~~$7.5~~$0.8 million in construction-related commitments, mainly related to retention payable to contractors for the atrium redevelopment project at Wells Fargo Center as of ~~September 30, 2020.~~March 31, 2021.

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Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations.

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods presented. Actual results could ultimately differ from such estimates.

The following discussion should be read in conjunction with the consolidated financial statements and related notes thereto that appear in Item 1. “Financial Statements” of this Quarterly Report on Form 10-Q. Forward-looking statements involve inherent risks and uncertainties regarding events, conditions, and financial trends that may affect the Company’s future plans of operations, business strategy, results of operations, and financial position.A number of important factors could cause actual results to differ materially from those included within or contemplated by such forward-looking statements, including, but not limited to, those described under Item 2. “Management's Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q.We do not undertake any responsibility to update any of these factors or to announce publicly any revisions to any of the forward-looking statements contained in this or any document, whether as a result of new information, future events, or otherwise.

As used in this section unless otherwise indicated, tabular amounts are presented in thousands, except leasing information, percentage data and years.

Overview and Background

As On April 1, 2021, BAM and BPY announced an agreement for BAM to acquire 100% of ~~September 30, 2020~~the limited partnership units of BPY. Assuming the acquisition is approved by BPY’s minority unitholders and ~~December 31, 2019, Brookfield DTLA owned Bank of America Plaza (“BOA Plaza”), EY Plaza, Wells Fargo Center–North Tower, Wells Fargo Center–South Tower, Gas Company Tower~~other approvals and ~~777 Tower, which~~conditions are ~~Class A office properties,~~obtained and ~~FIGat7th, a retail center nestled between EY Plaza and 777 Tower. Additionally, Brookfield DTLA Fund Properties II LLC (“Fund II~~”) has a noncontrolling interest in an unconsolidated real estate joint venture with Brookfield DTLA FP IV Holdings, LLC, a wholly‑owned subsidiary of DTLA Holdings, which owns 755 South Figueroa, a residential development property. All of these properties are locatedsatisfied, we expect the transaction to close in the ~~Los Angeles Central Business District (the “LACBD”).~~third quarter. We do not expect this transaction to have any impact to the Company.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Brookfield DTLA owns and manages six Class A office properties and a retail center, consisting of 7,580,957 rentable square feet in total. Additionally, Brookfield DTLA also has an indirect noncontrolling interest in an unconsolidated real estate joint venture that owns a multifamily residential development property. All of these properties are located in the Los Angeles Central Business District (the “LACBD”). The following table sets forth information regarding these properties:


Name	Property Type	Rentable Square Feet	Ownership Percentage

Bank of America Plaza (“BOA Plaza”)	Class A office	1,405,428	100%
Wells Fargo Center–North Tower	Class A office	1,400,639	100%
Gas Company Tower	Class A office	1,345,163	100%
EY Plaza	Class A office	963,682	100%
Wells Fargo Center–South Tower	Class A office	1,124,960	100%
777 Tower	Class A office	1,024,835	100%
FIGat7th	Retail center	316,250	100%
755 South Figueroa	Multifamily (under development)	N/A	43.7%
Total		7,580,957

See
Item 1. “Financial Statements — Notes to Consolidated Financial Statements—Note 1—Organization and Description of Business”

for more information regarding the organization and background of Brookfield ~~DTLA has elected to be taxed as a real estate investment trust (“REIT~~”) pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with its tax period ended December 31, 2013. Brookfield DTLA conducts its operations with the intent to continue to qualify as a REIT. Accordingly, Brookfield DTLA is not subject to U.S. federal income tax, provided that it continues to qualify as a REIT and makes distributions to its stockholders, if any, that generally equal or exceed its taxable income.DTLA.

~~Brookfield DTLA has elected to treat certain of its subsidiaries as taxable REIT subsidiaries (“TRS~~”). A TRS is permitted to engage in activities that a REIT cannot engage in directly, such as performing non‑customary services for the Company’s tenants, holding assets that the Company cannot hold directly and conducting certain affiliate transactions. A TRS is subject to both federal and state income taxes. The Company’s various TRS did not have significant tax provisions or deferred taxes during the three and nine months ended September 30, 2020 and 2019.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Current Period Highlights

COVID-19 Update

Prior to the end of the first quarter of 2020, there was a global outbreak of a new strain of Coronavirus (“COVID-19”) which prompted government and businesses to take unprecedented measures in response. Many states, including California where our properties are located, have implemented “stay-at-home” restrictions to help combat the spread of COVID-19. The State of California order includes the shutdown of all nonessential services, such as dine-in restaurants, bars, gyms and conference or convention centers, and other businesses not deemed to support critical infrastructure (the “Shutdown”). Essential services, such as grocery stores, pharmacies, gas stations, food banks, convenience stores and delivery restaurants, were allowed to remain open. Consequently, business activities and supply chains were interrupted; travel was disrupted; and local, regional, national and international economic conditions were adversely impacted.

During the first quarter of 2021, the COVID-19 pandemic and the measures taken to combat the spread of the pandemic has continued to impact numerous aspects of our business and our properties, which are located in the City of Los Angeles. Some of the effects include the following:

•Higher-risk activities and businesses such as indoor dining, bars, fitness centers and movie theaters are prohibited statewide in California. As a result, our tenants in FIGat7th, which include retail shops, restaurants and a big box gym, are experiencing the most immediate impact of the Shutdown on their businesses. During the three months ended March 31, 2021, total lease income and parking revenue from FIGat7th represented approximately 3% of the consolidated total, compared to 4% for the same period in 2020. Due to the uncertainties posed to our tenants in FIGat7th by the COVID-19 pandemic, during the three months ended March 31, 2021, the Company recognized adjustments of $0.5 million to lower our lease income related to certain leases where we determined that the collection of future lease payments was not probable.

•While our office properties have remained open during the Shutdown, most of our office tenants have been working remotely since the “stay-at-home” order was issued and many continue to do so. As of March 31, 2021, most of our office tenants have been current in paying amounts due to us under their leases. However, they could face increased difficulty in meeting their lease obligations if prolonged mitigation efforts and the cost of social distancing modifications materially impact their businesses. Due to the uncertainties posed to our office property tenants by the COVID-19 pandemic, during the three months ended March 31, 2021, the Company recognized adjustments of $0.2 million to lower our lease income related to certain leases where we determined that the collection of future lease payments was not probable.

Table of Contents

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

•Decline in property values resulting from lower than anticipated revenues due to reduced increases in forecasted rental rates on new or renewal leases, applied credit losses, lower leasing velocity and reductions in projected leasing of available space. While the carrying values of the properties are recorded at cost less accumulated depreciation, we estimate the undiscounted cashflows and fair values of the properties as part of our impairment review of investments in real estate. See Item 1. “Financial Statements — Notes to Consolidated Financial Statements — Note 2 — Basis of Presentation — Impairment Review” for further discussion.

The Company received certain rent relief requests for certain periods in 2020 and 2021 from many of our retail tenants and some of our office tenants as a result of the Shutdown. Some of our tenants have availed themselves of various federal and state relief funds, such as the Coronavirus Aid, Relief, and Economic Security (CARES) Act and the Paycheck Protection Program, which can be utilized to partially meet rental obligations. While our tenants are required to fulfill their commitments to us under their leases, we have implemented and will continue to carefully consider temporary rent deferrals and rent abatements on a lease-by-lease basis.

The following table sets forth information regarding the collection percentage as of March 31, 2021 related to the amounts due from our tenants:


	As of March 31, 2021
Property Type	March 2020 Billings Collected(1)		Second Quarter of 2020 Billings Collected(1)		Third Quarter of 2020 Billings Collected(1)		Fourth Quarter of 2020 Billings Collected(1)		First Quarter of 2021 Billings Collected(1)
Office	100	%	100	%	99	%	99	%	99	%
Retail	97	%	39	%	62	%	64	%	74	%
Total	100	%	97	%	98	%	98	%	98	%

(1) Adjusted for rent concessions granted to tenants.

See Item 1. “Financial Statements — Notes to Consolidated Financial Statements — Note 2 — Basis of Presentation — Rents, Deferred Rents and Other Receivables, Net” for a discussion of how we assess the collectibility of amounts due under leases with our tenants.

Table of Contents

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

While we cannot be certain as to the duration of the impact of COVID-19, we expect impacts of COVID-19 to affect our financial results at least through 2021. The long-term impact to our business remains unknown as we are unable to accurately predict the impact COVID-19 will have due to numerous uncertainties, including the severity of the disease, the duration of the outbreak, the impact of variants of the disease, the speed at which such vaccines are administered, and the likelihood of a resurgence of positive cases. See “Risk Factors—The Company’s business, results of operations and financial condition have been adversely affected and could in the future be materially adversely affected by the ongoing global pandemic of novel strain of the coronavirus.” in Brookfield DTLA’s Annual Report on Form 10-K filed with the SEC on March 25, 2021 for additional information.

Leasing Activity and Occupancy Level

The first quarter of 2021 has continued to be dominated by the COVID-19 pandemic causing significant uncertainty for most sectors, including the commercial real estate industry. Leasing activity, compared to the first quarter of 2020, decreased as a result. During the first quarter of 2021, we executed new and renewal leases totaling 35,317 square feet within our portfolio, compared to 56,644 square feet for the same period in 2020, a decrease of 38% year over year. Contractual expirations and early terminations of leases totaled 149,207 square feet in the first quarter of 2021, compared to 209,135 square feet for the same period in 2020, a decrease of 29% year over year. As a result of the negative net absorption, occupancy decreased from 80.9% in the first quarter of 2020 to 77.6% for the same period in 2021. See “Leasing Activity” for details.

Financing

In February 2021, Brookfield DTLA closed a $465.0 million interest-only debt secured by Gas Company Tower. This debt, which is scheduled to mature in February 2026, bears interest at LIBOR plus 2.95%. All the proceeds from this debt were used to pay off the original $450.0 million debt that previously encumbered the property and to satisfy the new loans’ required reserves. See “Indeb tedness” for details.

Capital Improvements

The atrium development project at Wells Fargo Center was completed during the third quarter of 2020 and the construction of the food vendor spaces is ongoing with anticipated openings starting in the second and third quarter of 2021, pending any further modifications to COVID-19 mandates affecting retail openings.

In response to the Shutdown, Brookfield DTLA strategically deferred and cancelled various capital expenditure projects of lower priority since April 2020. Further, during the first quarter of 2021, expenditures for tenant improvements has continued to decline in response to decreased leasing activity. Accordingly, expenditures for real estate improvements decreased from $9.1 million in the first quarter of 2020 to $5.6 million for the same period in 2021, a decrease of $3.5 million or 38% year over year.

Table of Contents

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Liquidity and Capital Resources

General

Brookfield DTLA’s business requires continued access to adequate cash to fund its liquidity needs.As of March 31, 2021 and December 31, 2020, we had $31.8 million and $37.4 million, respectively, of cash and cash equivalents. The amount of cash Brookfield DTLA currently generates from its operations is not sufficient to cover its ~~operating,~~ investing and financing activities without issuing additional debt or equity, resulting in “negative cash burn,” and there can be no assurance that the amount of Brookfield DTLA’s negative cash burn will decrease, or that it will not increase, in the future. If Brookfield DTLA’s operating cash flows and capital are not sufficient to cover its operating costs or to repay its indebtedness as it comes due, ~~such cash would be provided by DTLA Holdings or the Company~~we may issue additional debt and/or equity, including to affiliates of Brookfield DTLA, which issuances could further adversely impact the amount of funds available to Brookfield DTLA for any purpose, including for dividends or other distributions to holders of its capital stock, including the Series A preferred stock. In many cases, such securities may be issued if authorized by the board of directors of Brookfield DTLA without the approval of holders of the Series A preferred stock.

Brookfield DTLA’s primary liquidity sources and uses during the three months ended March 31, 2021 and 2020 are as follows:

Sources:

•Cash provided by operating activities, see “Discussion of Consolidated Cash Flows — Operating Activities” ;

•Proceeds from additional secured debt financings, see “Indebtedness”; and

•Contributions from noncontrolling interests, see “Discussion of Consolidated Cash Flows — Financing Activities”.

Uses:

•Cash used in operating activities, see “Discussion of Consolidated Cash Flows — Operating Activities”;

•Capital expenditures and leasing costs, see “Capital Expenditures and Leasing Costs”;

•Payments in connection with secured debt, see “Indebtedness”; and

•Distributions to noncontrolling interests, see “Discussion of Consolidated Cash Flows — Financing Activities”.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

~~Impact of COVID-19~~

Prior to the end of the first quarter, there was a global outbreak of a new strain of Coronavirus (“COVID-19”) which prompted certain responses from global government authorities. Many states, including California where our properties are located, have implemented “stay-at-home” restrictions to help combat the spread of COVID-19. The State of California order includes the shutdown of all nonessential services, such as dine-in restaurants, bars, gyms and conference or convention centers, and other businesses not deemed to support critical infrastructure (the “Shutdown”). Essential services, such as grocery stores, pharmacies, gas stations, food banks, convenience stores and delivery restaurants, were allowed to remain open. Consequently, business activities and supply chains were interrupted; travel was disrupted; there has been significant volatility in financial markets, resulting in a general decline in equity prices, increased interest spreads, and lower interest rates; and local, regional, national and international economic conditions, as well as the labor markets, were adversely impacted. Although the State of California began easing the “stay-at-home” restrictions and reopening non-essential businesses later in the second quarter, the physical occupancy of our properties remained low. In July 2020, the State of California announced a new COVID-19 order that significantly rolled back the State’s reopening plan.

Our properties, which are located in the City of Los Angeles, have been adversely affected as a result of the Shutdown and the preventive measures taken to combat the spread of the pandemic. Some of the effects include the following:

•Higher-risk activities and businesses such as indoor dining, bars, fitness centers and movie theaters are prohibited statewide in California. As a result, our tenants in FIGat7th, which include retail shops, restaurants and a big box gym, are experiencing the most immediate impact of the Shutdown on their businesses. During the ~~three and nine months~~ ~~ended~~ September 30, 2020, total lease income and parking revenue from FIGat7th represented approximately 2% and 3%, respectively, of the consolidated total, compared to 4% for the same periods in 2019. Due to the uncertainties posed to our tenants in FIGat7th by the COVID-19 pandemic, during the three and nine months ~~ended~~ September 30, 2020, the Company recognized adjustments of $1.7 million and $3.1 million, respectively, to lower our lease income related to certain leases where we determined that the collection of future lease payments was not probable.

•While our office properties have remained open during the Shutdown, most of our office tenants have been working remotely since the “stay-at-home” order was issued and many continue to do so. As of September 30, 2020, most of our office tenants have been current in paying amounts due to us under their leases. However, they could face increased difficulty in meeting their lease obligations if prolonged mitigation efforts and the cost of social distancing modifications materially impact their businesses. Due to the uncertainties posed to our office property tenants by the COVID-19 pandemic, during the three and nine months ~~ended~~ September 30, 2020, the Company recognized adjustments of $0.9 million and $1.9 million, respectively, to lower our lease income related to certain leases where we determined that the collection of future lease payments was not probable.

~~Table of Contents~~

~~BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF~~

~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)~~

The Company received certain rent relief and/or rent deferral requests for certain periods in 2020 from many of our retail tenants and some of our office tenants as a result of the Shutdown, of which the majority of requests related to rent deferral. During the nine months ended September 30, 2020, the Company reported an increase to rents receivables of $0.2 million as a direct impact of rent deferral concessions granted to our tenants. Some of our tenants have availed themselves of various federal and state relief funds, such as the Coronavirus Aid, Relief, and Economic Security (CARES) Act and the Paycheck Protection Program, which can be utilized to partially meet rental obligations. While our tenants are required to fulfill their commitments to us under their leases, we have implemented and will continue to carefully consider temporary rent deferrals on a lease-by-lease basis.

~~As of September 30, 2020, adjusted for rent deferral con~~cessions granted to our tenants, the Company collected substantially all amounts due from our tenants under their leases for March 2020 billings, 98% and 33% of second quarter office and retail rents, respectively, or 96% in the aggregate, 98% and 55% of third quarter office and retail rents, respectively, or 96% in the aggregate. See ~~Item 1. “Financial Statements—Notes to Consolidated Financial Statements—Note 2—Basis of Presentation—Rents, Deferred Rents and Other Receivables”~~ for a discussion of how we assess the collectibility of amounts due under leases with our tenants, including any adjustments made to lease income during the three and nine months ended September 30, 2020 as a result of our review.

As a result of the impact of the Shutdown, we expect our 2020 revenue and cash flows to be negatively impacted by (1) reduced parking revenue as a result of employees of our office tenants working from home, and closures or limited operations of retail stores and restaurants, (2) lower collections of amounts due under leases with our tenants, and (3) a slowdown in leasing activity for both vacant and expiring space.

~~In addition, see~~ ~~Part II, Item 1A. “Risk Factors”~~ ~~for a discussion about risks that the Shutdown directly or indirectly may pose to our business.~~

Capital Expenditures and Leasing Costs

Capital expenditures fluctuate in any given period, subject to the nature, extent and timing of improvements required to maintain Brookfield DTLA’s properties. Leasing costs also fluctuate in any given period, depending upon such factors as the type of property, the length and type of lease, the involvement of external leasing agents and overall market conditions.

~~Table of Contents~~

~~BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF~~

~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)~~

Brookfield DTLA expects that capital improvements and leasing activities at its properties will require material amounts of cash for at least several years. According to our ~~2020~~2021 business plan, Brookfield DTLA projects spending approximately ~~$340.4~~$261.0 million over the next five years consisting of ~~$195.1~~$179.0 million for tenant improvements, ~~$75.5~~$70.4 million for leasing costs and ~~$69.8~~$11.7 million for capital expenditures. The expected capital improvements include, but are not limited to, renovations and physical capital upgrades to Brookfield DTLA’s properties, upgrades to ~~fire alarm, security~~emergency generators and ~~HVAC systems, and elevator upgrades.~~replacement of transformers. These projections are estimates and may be subject to changes per future revisions of speculative leasing plans.

See “Indebtedness” below for more information regarding future advance amounts available as of ~~September 30, 2020~~March 31, 2021 under the loans secured by the Wells Fargo Center–South Tower and 777 Tower office properties that can be drawn to fund approved leasing costs, including tenant improvements and inducements and leasing commissions, and, in the case of Wells Fargo Center–South Tower, common area improvements.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Indebtedness

During the three ~~and nine~~ months ended ~~September 30, 2020,~~March 31, 2021, our issuances and repayments of debt included the following:


		Interest Rate Type	Effective Date	Maturity Date (1)	Interest Rate		Principal Amount			Interest Rate Type	Effective Date	Maturity Date/Term to Maturity	Interest Rate as of Effective Date		Principal Amount
Issuances	Issuances								Issuances
EY Plaza		Variable	9/23/2020	10/9/2025	3.01	%	$	275,000
EY Plaza		Variable	9/23/2020	10/9/2025	7.00	%	30,000
Gas Company Tower									Gas Company Tower	Variable	2/5/2021	2/9/2026 (1)	2.01	%	$	350,000
Gas Company Tower									Gas Company Tower	Variable	2/5/2021	2/9/2026 (1)	5.12	%	65,000
Gas Company Tower									Gas Company Tower	Variable	2/5/2021	2/9/2026 (1)	7.87	%	50,000
Weighted average/total	Weighted average/total			5 years	3.40	%	$	305,000	Weighted average/total			5 years	3.07	%	$	465,000

Repayments of debt	Repayments of debt								Repayments of debt
EY Plaza		Variable swapped to fixed	9/23/2020	11/27/2020	3.80	%	$	230,000
EY Plaza		Variable	9/23/2020	11/27/2020	4.80	%	35,000
Gas Company Tower									Gas Company Tower	Fixed	2/5/2021	8/6/2021	3.47	%	$	319,000
Gas Company Tower									Gas Company Tower	Fixed	2/5/2021	8/6/2021	6.50	%	131,000
Weighted average/total	Weighted average/total			N/A	3.93	%	$	265,000	Weighted average/total			N/A	4.35	%	$	450,000

(1) Maturity dates include the effect of extension options that the Company controls.

N/A Not applicable since the loans were fully repaid as of ~~September 30, 2020.~~March 31, 2021.

~~After repayments~~On February 5, 2021, Brookfield DTLA refinanced its Gas Company Tower secured loans. The original $450.0 million secured loans were replaced with secured loans of $465.0 million, comprised of a $350.0 million mortgage loan, a $65.0 million mezzanine loan and a $50.0 million mezzanine loan, each of which bears interest at variable rates equal to LIBOR plus 1.89%, 5.00% and 7.75%, respectively. The initial maturity date of these interest-only loans is February 9, 2023. The mortgage loan can be prepaid, in whole or in part, with prepayment fees (as defined in the underlying loan agreement) until February 2022 after which the loan may be repaid without prepayment fees. A voluntary prepayment of the mortgage or mezzanine loans requires a simultaneous pro-rata prepayment of all loans encumbering this property. Brookfield DTLA has three options to extend the loans maturity dates for a period of one year each, as long as the maturity date of the mezzanine loans is extended simultaneously with the mortgage loan, and no Event of Default (as defined in the underlying loan agreements) has occurred. All proceeds from the new secured loans were used to pay off the original $450.0 million encumbrance and to satisfy the new loans’ required reserves. The Company recognized a loss on early extinguishment of debt of $4.6 million, which represented a prepayment premium and debt yield maintenance fee, in interest expense in the ~~net proceeds received from our debt issuances amounted to approximately~~ ~~$32.9 million,~~consolidated statements of ~~which $12.4 million~~ ~~is intended for funding general corporate expenses. The remaining net proceeds of approximately~~ ~~$20.5 million was deposited~~ into a cash account held by the lenders as reserve fund to satisfy various outstanding lease-related obligations (such as free rent or rent abatements, discounted or free parking rent and leasing costs) that existed as of the closing date.operations.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

~~The new~~ ~~$305.0 million~~ ~~loan is comprised of a~~ ~~$275.0 million~~ ~~mortgage loan, a~~ ~~$30.0 million~~ mezzanine loan, each of which bears interest at variable rates equal to LIBOR plus 2.857% and 6.85%, respectively, requires the payment of interest-only until maturity, and matures on October 9, 2022. The mortgage loan can be prepaid, in whole or in part, with prepayment fees (as defined in the underlying loan agreement), as long as the mezzanine loans are repaid on a pro rata basis with the mortgage loan, until ~~October 2021~~ ~~after which the loan may be repaid without penalty. Brookfield DTLA has three options to extend the maturity dates of the mortgage and mezzanine loans, each for a period of~~ ~~one~~ ~~year, as long as the maturity date of the mezzanine loan is extended when the maturity date of the mortgage loan is extended.~~

In addition, in September 2020, Brookfield DTLA exercised the first one-year option available in the mortgage and mezzanine loan agreements to extend the maturity date of the debt secured by Wells Fargo Center–North Tower to October 2021.

As of ~~September 30, 2020,~~March 31, 2021, Brookfield DTLA’s debt was comprised of mortgage and mezzanine loans secured by seven properties. A summary of our debt as of ~~September 30, 2020~~March 31, 2021 is as follows:


		Principal Amount		Percent of Total Debt		Effective Interest Rate		Weighted Average Term to Maturity (3)		Principal Amount		Percent of Total Debt		Effective Interest Rate		Weighted Average Term to Maturity (3)

Fixed-rate	Fixed-rate	$	908,500	40	%	4.19	%	2 years	Fixed-rate	$	458,500	20	%	4.03	%	3 years
Variable-rate (1) (2)	Variable-rate (1) (2)	1,340,796		60	%	2.51	%	4 years	Variable-rate (1) (2)	1,805,796		80	%	2.62	%	4 years
Total secured debt	Total secured debt	$	2,249,296	100	%	3.19	%	3 years	Total secured debt	$	2,264,296	100	%	2.91	%	4 years

__________

(1)As of ~~September 30, 2020~~March 31, 2021 and through the date of this ~~report,~~Report, a future advance amount of $29.2 million is available under the Wells Fargo Center–South Tower mortgage loan that can be drawn to fund approved leasing costs (as defined in the underlying loan agreement), including tenant improvements and inducements, leasing commissions, and common area improvements.

(2)As of ~~September 30, 2020~~March 31, 2021 and through the date of this ~~report,~~Report, a future advance amount of $43.6 million is available under the 777 Tower mortgage and mezzanine loans that can be drawn to fund approved leasing costs (as defined in the underlying loan agreements), including tenant improvements and inducements, and leasing commissions.

(3)Includes the effect of extension options that the Company controls, if applicable.

As of ~~September 30, 2020, we intend to refinance the debt secured by Gas Company Tower totaling $450.0 million on or prior to its scheduled maturity in August 2021. In addition, we intend to~~ ~~exercise the options available in the loan agreements to extend the maturity date of the debt secured by Wells Fargo Center–South Tower~~ ~~totaling $260.8 million~~ ~~for one year to November 2022.~~ ~~As of September 30, 2020~~,March 31, 2021, we meet the criteria specified in the loan agreements to extend ~~Wells Fargo Center–South Tower loans. There can be no assurance that~~ the refinancing of these obligations can be accomplished, what terms will be available in the market for this type of financing at the time of any refinancing, and whether a principal paydown will be needed when the debt is refinanced.loan maturity dates.

~~Table of Contents~~

~~BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF~~

~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)~~

Non-Recourse Carve Out Guarantees

Debt Compliance

As of ~~September 30, 2020,~~March 31, 2021, Brookfield DTLA was in compliance with all material financial covenants contained in the loan agreements.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Wells Fargo Center–South Tower —

Wells Fargo Center–North Tower —

Gas Company Tower —

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Leasing Activity

Occupancy level. The following table summarizes leasing activity at Brookfield DTLA’s properties for the ~~nine~~three months ended ~~September 30, 2020:~~March 31, 2021:

Leasing
Activity Percentage
Leased
Leased square feet as of December 31, 2019 6,286,137 82.9 %
     Expirations (530,147) (7.0) %
     New leases 109,595 1.5 %
     Renewals 210,228 2.8 %
     Remeasurement adjustments 2,012 — %
Leased square feet as of September 30, 2020 6,077,825 80.2 %


	Leasing Activity	Percentage Leased

Leased square feet as of December 31, 2020	5,995,517	79.1	%
Contractual expirations	(149,207)	(2.0)	%
New leases	—	—	%
Renewals	35,317	0.5	%

Leased square feet as of March 31, 2021	5,881,627	77.6	%

Lease contractual expirations. The following table summarizes the large contractual expiries at Brookfield DTLA’s properties during the ~~nine~~three months ended ~~September 30, 2020:~~March 31, 2021:

Tenant

Property

Leased
Square Feet

~~Kirkland & Ellis LLP~~

~~BOA Plaza~~

~~74,343~~

~~Reed Smith LLP~~

~~Wells Fargo Center–South Tower~~

~~67,368~~

~~Pillsbury Winthrop Shaw Pittman LLP~~

~~EY Plaza~~

~~56,839~~

~~Richards, Watson & Gershon~~

~~Wells Fargo Center–South Tower~~

~~43,979~~

Latham & Watkins LLP

Wells Fargo Center–South Tower, Gas Company Tower

~~39,294~~76,607

~~Yukevich Cavanaugh~~Nossaman LLP

~~Wells Fargo Center–South~~777 Tower

~~35,440~~35,317

Gibson, Dunn & Crutcher LLP

Wells Fargo Center–North Tower

27,009

~~Dykema Gossett PLLC~~Total

~~Wells Fargo Center–North Tower~~

~~25,502~~

~~Wells Capital Management Inc~~

~~Gas Company Tower~~

~~24,774~~

~~Convene~~

~~777 Tower, FIGat7th~~

~~21,923~~

~~WeWork~~

~~Gas Company Tower~~

~~9,802~~

~~426,273~~138,933

~~Occupancy decreases~~Decline in occupancy during the ~~nine~~three months ended ~~September 30, 2020 are~~March 31, 2021 was mainly attributable to ~~early and~~ contractual expirations of lease agreements. Leasing volume for the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, compared to the same period in ~~2019,~~2020, is down significantly ~~and we expect~~due to the ~~same trend for~~continued impact of the ~~remainder of 2020.~~Shutdown. Many companies have paused anticipated leasing transactions while they re-direct their focus on addressing the impact of the Shutdown on their business, including protecting their employees and managing financial and operating matters. At the same time, we have ongoing interest and lease negotiations with existing tenants on lease renewals/extensions and expansion of space and continued negotiations with prospective tenants on leasing of space.In early April 2021, Los Angeles County officially moved into the less restrictive Orange Tier of the California state’s reopening framework, which dictates that movie theaters and indoor restaurants could operate at up to 50% capacity, fitness centers could operate up to 25% capacity; and bars could open for outdoor service. In early May 2021, Los Angeles County further advanced to the Yellow Tier of the California state’s reopening framework, which allows higher capacity limits at most businesses. Fitness centers, wineries and breweries, for instance, were permitted to increase indoor attendance limits to 50%; and bars were able to open indoors at 25%. Non-essential employees are able to reoccupy office space and most of our tenants are making plans to return to the office. As a result of this progress, the leasing market is starting to reflect growing positive sentiment through increased touring activity.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Rental rates. The following table presents leasing information for executed leases at Brookfield DTLA’s properties as of ~~September 30, 2020:~~March 31, 2021:


		Square Feet										Square Feet
Property	Property	Net Building Rentable	% of Net Rentable		% Leased		Annualized Rent (1)		Annualized Rent $/RSF (2)		Property	Net Building Rentable	% of Net Rentable		% Leased		Annualized Rent (1)		Annualized Rent $/RSF (2)

BOA Plaza	BOA Plaza	1,405,428	18.5	%	86.3	%	$	33,069,698	$	27.26	BOA Plaza	1,405,428	18.5	%	86.3	%	$	33,196,466	$	27.36
Wells Fargo Center–North Tower	Wells Fargo Center–North Tower	1,400,639	18.5	%	86.7	%	35,297,029		29.07		Wells Fargo Center–North Tower	1,400,639	18.5	%	82.3	%	33,642,640		29.19
Gas Company Tower	Gas Company Tower	1,345,163	17.8	%	84.0	%	29,553,754		26.15		Gas Company Tower	1,345,163	17.8	%	75.9	%	27,938,079		27.37
EY Plaza	EY Plaza	963,682	12.7	%	80.9	%	20,796,327		26.68		EY Plaza	963,682	12.7	%	80.2	%	20,816,132		26.92
FIGat7th	FIGat7th	316,250	4.2	%	88.0	%	6,521,015		23.44		FIGat7th	316,250	4.2	%	89.2	%	6,664,140		23.61
Wells Fargo Center–South Tower	Wells Fargo Center–South Tower	1,124,960	14.8	%	61.8	%	19,641,324		28.24		Wells Fargo Center–South Tower	1,124,960	14.8	%	60.7	%	19,017,979		27.87
777 Tower	777 Tower	1,024,835	13.5	%	74.8	%	22,045,537		28.75		777 Tower	1,024,835	13.5	%	73.9	%	21,407,966		28.27
		7,580,957	100.0	%	80.2	%	$	166,924,684	$	27.46		7,580,957	100.0	%	77.6	%	$	162,683,402	$	27.66

__________

(1)Annualized rent represents the annualized monthly contractual rent under executed leases as of ~~September 30, 2020.~~March 31, 2021. This amount reflects total base rent before any rent abatements as of September 30, 2020 and is shown on a net basis; thus, for any tenant under a partial gross lease, the expense stop, or under a fully gross lease, the current year operating expenses (which may be estimates as of such date), are subtracted from gross rent.March 31, 2021. Total abatements for executed leases as of ~~September 30, 2020~~March 31, 2021 for the twelve months ending ~~September 30, 2021~~March 31, 2022 are ~~approximately $8.3~~approximately $7.5 million, or ~~$1.36~~$1.28 per ~~leased~~leased square foot.

(2)Annualized rent per rentable square foot represents annualized rent as computed above, divided by leased square feet as of ~~September 30, 2020.~~March 31, 2021.

Average asking net effective rents in the LACBD were essentially flat during the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021. Management believes that on average our current rents approximate market in the LACBD.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

The following table presents a summary of lease expirations at Brookfield DTLA’s properties for executed leases as of ~~September 30, 2020,~~March 31, 2021, plus currently available space, for future periods. This table assumes that none of our tenants will exercise renewal options or early termination rights, if any, at or prior to their scheduled expirations.


Year	Year	Total Area in Square Feet Covered by Expiring Leases	Percentage of Leased Square Feet		Annualized Rent (1)		Percentage of Annualized Rent		Current Rent per Leased Square Foot (2)		Rent per Leased Square Foot at Expiration (3)		Year	Total Area in Square Feet Covered by Expiring Leases	Percentage of Leased Square Feet		Annualized Rent (1)		Percentage of Annualized Rent		Current Rent per Leased Square Foot (2)		Rent per Leased Square Foot at Expiration (3)

Remainder of 2020		117,394	1.9	%	$	2,479,361	1.5	%	$	21.12	$	21.46
2021		293,476	4.8	%	8,229,067		4.9	%	28.04		29.20
Remainder of 2021													Remainder of 2021	105,878	1.8	%	$	2,829,591	1.7	%	$	26.73	$	26.84
2022	2022	367,501	6.0	%	10,260,628		6.1	%	27.92		29.64		2022	492,511	8.4	%	13,746,858		8.5	%	27.91		28.85
2023	2023	912,059	15.0	%	23,704,413		14.2	%	25.99		27.96		2023	950,253	16.2	%	24,146,400		14.8	%	25.41		27.04
2024	2024	544,133	8.9	%	15,600,293		9.5	%	28.67		32.05		2024	544,819	9.3	%	15,982,743		9.8	%	29.34		32.15
2025	2025	715,892	11.7	%	20,166,678		12.1	%	28.17		32.44		2025	716,816	12.2	%	20,347,967		12.5	%	28.39		32.47
2026	2026	550,019	9.0	%	13,656,972		8.2	%	24.83		29.40		2026	550,019	9.4	%	13,842,543		8.5	%	25.17		29.40
2027	2027	269,992	4.4	%	7,721,771		4.6	%	28.60		35.27		2027	182,468	3.1	%	5,235,725		3.2	%	28.69		34.54
2028	2028	102,259	1.7	%	3,082,086		1.8	%	30.14		39.59		2028	101,435	1.7	%	3,037,978		1.9	%	29.95		39.28
2029	2029	303,292	5.0	%	9,923,714		5.9	%	32.72		43.06		2029	303,025	5.2	%	9,683,115		6.0	%	31.95		42.05
2030													2030	330,740	5.6	%	9,995,139		6.1	%	30.22		40.13
Thereafter	Thereafter	1,901,808	31.6	%	52,099,701		31.2	%	27.39		40.83		Thereafter	1,603,663	27.1	%	43,835,343		27.0	%	27.33		40.96
Total expiring leases	Total expiring leases	6,077,825	100.0	%	$	166,924,684	100.0	%	$	27.46	$	34.28	Total expiring leases	5,881,627	100.0	%	$	162,683,402	100.0	%	$	27.66	$	34.30
Currently available	Currently available	1,503,132											Currently available	1,699,330
Total rentable square feet	Total rentable square feet	7,580,957											Total rentable square feet	7,580,957

__________

(1)Annualized rent represents the annualized monthly contractual rent under executed leases as of ~~September 30, 2020.~~March 31, 2021. This amount reflects total base rent before any rent abatements as of September 30, 2020 and is shown on a net basis; thus, for any tenant under a partial gross lease, the expense stop, or under a fully gross lease, the current year operating expenses (which may be estimates as of such date), are subtracted from gross rent.March 31, 2021. Total abatements for executed leases as of ~~September 30, 2020~~March 31, 2021 for the twelve months ending ~~September 30, 2021~~March 31, 2022 are approximately ~~$8.3~~$7.5 million, or ~~$1.36~~$1.28 per leased square foot.

(2)Current rent per leased square foot represents base rent for executed leases, divided by total leased square feet as of ~~September 30, 2020.~~March 31, 2021.

(3)Rent per leased square foot at expiration represents base rent, including any future rent steps, and thus represents the base rent that will be in place at lease expiration.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Discussion of Consolidated Cash Flows

The following discussion of Brookfield DTLA’s cash flows is based on the consolidated statements of cash flows in Item 1. “Financial Statements” and is not meant to be an all‑inclusive discussion of the changes in its cash flows for the periods presented below.

A summary of changes in Brookfield DTLA’s cash flows is as follows:


		For the Nine Months Ended				Dollar Change			For the Three Months Ended				Dollar Change
		September 30,							March 31,
		2020		2019					2021		2020

Net cash provided by operating activities	Net cash provided by operating activities	$	58,227	$	45,025	$	13,202	Net cash provided by operating activities	$	23,848	$	16,052	$	7,796
Net cash used in investing activities	Net cash used in investing activities	$	(40,040)	$	(105,205)	$	65,165	Net cash used in investing activities	$	(13,674)	$	(15,087)	$	1,413
Net cash provided by financing activities		$	31,783	$	24,343	$	7,440
Net cash used in financing activities								Net cash used in financing activities	$	(14,052)	$	(3,900)	$	(10,152)

Operating Activities

Brookfield DTLA’s cash flows from operating activities are primarily dependent upon (1) the occupancy level of its portfolio, (2) the rental rates achieved on its leases, (3) the collectibility of rent and other amounts billed to tenants and (4) changes in working capital. The increase in cash provided by operating activities is primarily ~~due~~attributable to cash inflows from working capital changes by $13.0 million and decreases in interest payments on secured debt ~~and operating expenses, and increases in working capital year over year,~~by $4.2 million. The cash inflows were partially offset by ~~a decrease~~decreases in parking revenue by $4.8 million and cash lease revenue by $3.8 million, reflecting the reduction in both contractual and physical occupancy resulting from the “stay-at-home” order implemented since March 2020.

Investing Activities

Brookfield DTLA’s cash flows from investing activities are generally impacted by the amount of capital expenditures and tenant improvement activities for its properties. ~~During the nine months ended September 30, 2020, the Company had~~The decrease in net cash used in investing activities was mainly due to decreases in capital expenditures ~~of approximately $18.2~~by $5.3 million ~~at Wells Fargo Center, mainly for~~following the ~~continued atrium redevelopment project. This project was complete as of~~ ~~September 30, 2020. Construction~~completion of the first phase of food vendor spaces is underway with anticipated openings by the end of the first quarter of 2021. In addition, the Company spent $14.0 million for tenant improvements at BOA Plaza, Wells Fargo Center and Gas Company Tower in connection with leasing activities. During the nine months ended September 30, 2019, the Company spent $50.6 million for tenant improvements at BOA Plaza, EY Plaza, 777 Tower and Wells Fargo Center—North Tower in connection with lease renewals by major tenants along with continued atrium ~~redevelopment~~development project at Wells Fargo Center ~~totaling $22.6 million.~~ ~~Construction activities and~~in the third quarter of 2020. Such decrease in cash outflows was partially offset by an increase in cash outflows for tenant improvements ~~did not experience any significant delays due to mandates issued~~ by $3.9 million, following the ~~state or local ordinances arising from~~substantial completion of tenant improvement projects for a tenant at the ~~COVID-19 pandemic.~~EY Plaza.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Financing Activities

Brookfield DTLA’s cash flows from financing activities are generally impacted by its loan activity, and contributions from and distributions to its equity holders, if any. ~~Net~~During the three months ended March 31, 2021, net proceeds from the refinancing of the loans secured by ~~EY Plaza office property and proceeds from~~ the ~~Series B preferred interest~~Gas Company Tower were the main source of cash provided by financing ~~activities during~~activities. All proceeds from the ~~nine months ended September 30, 2020. During~~new secured loans were used to pay off the ~~same period, as~~original $450.0 million encumbrance and to satisfy the new loans’ required reserves. As Brookfield DTLA had excess cash from operating activities generated from properties, ~~and upsized loan refinancing secured by 777 Tower and EY Plaza,~~ it repurchased ~~$13.5~~$16.2 million of the Series B preferred interest and made ~~distributions~~distribution of ~~$13.2~~$4.2 million to the Series B preferred interest. In comparison, during the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, proceeds from ~~the~~issuance of Series B preferred interest ~~and Wells Fargo Center–South Tower mortgage loan, partially offset by distributions to~~was the ~~Series B and senior participating preferred interests, were the primary~~main source of ~~net~~ cash provided by financing activities.

~~Discussion~~ Cash outflows were mainly driven by repurchases of ~~Results of Operations~~

~~The full extent~~and distributions to Series B, using the excess cash from upsized refinancing of the impact of the Shutdown on our business, operations and financial results depends on numerous evolving factors that we may not be able to accurately predict. In addition, we cannot predict the impact that the Shutdown will have on our tenants, employees, contractors, lenders, suppliers, vendors and joint venture partner; any material effect on these parties could also have a material adverse effect on us. The impact of the Shutdown on our revenue,loans secured by 777 Tower in particular lease income and parking revenue for the fourth quarter of 2020 and thereafter, also cannot be determined at present. The situation surrounding COVID-19 remains fluid and we are actively managing our response in collaboration with our tenants and government officials and assessing potential impacts to our financial position and operating results, as well as potential adverse developments in our business. See October 2019.~~Part II, Item 1A. “Risk Factors”~~ ~~for a discussion about risks that COVID-19 directly or indirectly may pose to our business.~~

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Discussion of Results of Operations

Comparison of the Three Months Ended ~~September 30,~~March 31, 2021 to March 31, 2020 ~~to September 30, 2019~~

Consolidated Statements of Operations Information

(In millions, except percentage amounts)

For the Three Months Ended Increase/
(Decrease) %
Change
September 30,
2020 2019
Revenue:
Lease income $ 64.0 $ 69.5 $ (5.5) (8) %
Parking 6.4 10.0 (3.6) (36) %
Interest and other 0.3 0.1 0.2 200 %
Total revenue 70.7 79.6 (8.9) (11) %
Expenses:
Rental property operating and maintenance 24.5 26.4 (1.9) (7) %
Real estate taxes 9.7 10.0 (0.3) (3) %
Parking 2.4 2.4 — — %
Other expense 4.3 1.8 2.5 139 %
Depreciation and amortization 25.5 25.4 0.1 — %
Interest 19.6 24.8 (5.2) (21) %
Total expenses 86.0 90.8 (4.8) (5) %
Other Income:
Equity in earning of unconsolidated
real estate joint venture 0.2 — 0.2 100 %
Total other income 0.2 — 0.2 100 %
Net loss $ (15.1) $ (11.2) $ (3.9) 35 %

~~Lease Income~~

~~Lease income decreased largely as a result of a reduction in occupancy and adjustments for credit losses to reflect the impact of the Shutdown on collectibility. See~~ ~~“Leasing Activity”~~ ~~for further details of occupancy.~~


	For the Three Months Ended				Increase/ (Decrease)		% Change
	March 31,
	2021		2020

Revenue:
Lease income	$	64.2	$	65.5	$	(1.3)	(2)	%
Parking	5.2		10.0		(4.8)		(48)	%
Interest and other	0.3		0.4		(0.1)		(25)	%
Total revenue	69.7		75.9		(6.2)		(8)	%

Expenses:
Rental property operating and maintenance	21.8		23.8		(2.0)		(8)	%
Real estate taxes	10.0		9.7		0.3		3	%
Parking	1.6		3.7		(2.1)		(57)	%
Other expenses	3.4		2.7		0.7		26	%
Depreciation and amortization	27.0		26.8		0.2		1	%
Interest	23.8		23.2		0.6		3	%
Total expenses	87.6		89.9		(2.3)		(3)	%

Other Income (Expense):

Equity in earning (loss) of unconsolidated real estate joint venture	0.2		(0.7)		0.9		(129)	%
Total other income (expense)	0.2		(0.7)		0.9		(129)	%

Net loss	$	(17.7)	$	(14.7)	$	(3.0)	20	%

Parking revenue and expense

Parking revenue includes monthly and transient parking income. With non‑essential businesses closed and employees working from home, both parking revenue and variable expense decreased accordingly.

Rental Property Operating and Maintenance

Rental property operating and maintenance expense decreased as most of our office tenants have been working remotely since the issuance of the “stay-at-home” order in March 2020.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

~~Rental Property Operating and Maintenance Expense~~

Rental property operating and maintenance expense decreased as our non-essential retail tenants have closed and most of our office tenants have been working remotely since the issuance of the “stay-at-home” order in March 2020. The decrease in rental property operating and maintenance expense was in line with the decrease in lease income.

~~Other Expense~~

In ~~September 2020,~~ ~~in conjunction with the extinguishment of the~~ ~~$265.0 million mortgage and mezzanine loans secured by EY Plaza,~~ ~~the Company early terminated the related LIBOR-based interest rate swap and cap contracts with notional amounts of~~ ~~$218.9 million~~ ~~and~~ ~~$35.0 million~~, respectively, and reclassified the entire loss of $1.8 million on interest rate swap contracts designated as cash flow hedges from accumulated other comprehensive loss to other expense. In addition, the Company recognized a loss on early extinguishment of debt and termination of interest rate swap contracts of $1.0 million in other expenses.

Interest Expense

Interest eexpense mainly represents interest expense on secured debt and loss on early extinguishment of debt. Interest expense on secured debt was $17.2 million for the three months ended ~~xpense decreased~~ March 31, 2021, compared to $21.6 million for the same period in 2020, primarily due to ~~decrease~~decline in weighted average LIBOR rates on our variable-rate debt from ~~2.22%~~1.46% for the three months ended ~~September 30, 2019~~March 31, 2020 to ~~0.18%~~0.14% for the ~~three months ended September 30, 2020 and refinancing of 777 Tower debt at lower interest rates~~same period in ~~October 2019, partially~~2021. Such decrease was offset by ~~an increase in debt outstanding as a result of~~ the ~~777 Tower debt refinancing.~~

~~Table of Contents~~

~~BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF~~

~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)~~

~~Comparison of the Nine Months Ended September 30, 2020 to September 30, 2019~~

~~Consolidated Statements of Operations Information~~

~~(In millions, except percentage amounts)~~

For the Nine Months Ended Increase/
(Decrease) %
Change
September 30,
2020 2019
Revenue:
Lease income $ 192.7 $ 204.8 $ (12.1) (6) %
Parking 21.5 29.4 (7.9) (27) %
Interest and other 0.8 0.8 — — %
Total revenue 215.0 235.0 (20.0) (9) %
Expenses:
Rental property operating and maintenance 71.4 75.1 (3.7) (5) %
Real estate taxes 29.1 29.2 (0.1) — %
Parking 8.4 7.6 0.8 11 %
Other expense 8.9 7.2 1.7 24 %
Depreciation and amortization 78.8 76.8 2.0 3 %
Interest 63.1 74.8 (11.7) (16) %
Total expenses 259.7 270.7 (11.0) (4) %
Other (Expense) Income:
Gain from derecognition of assets — 15.0 (15.0) (100) %
Equity in loss of unconsolidated
real estate joint venture (0.5) (0.3) (0.2) 67 %
Total other (expense) income (0.5) 14.7 (15.2) (103) %
Net loss $ (45.2) $ (21.0) $ (24.2) 115 %

~~Lease Income~~

~~Parking~~

~~Parking revenue includes monthly and transient parking income. With non‑essential businesses closed and employees working from home, parking revenue decreased accordingly.~~

~~Table of Contents~~

~~BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF~~

~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)~~

~~Rental Property Operating and Maintenance Expense~~

~~Other Expense~~

~~As a result of the refinancing of the loans secured by EY Plaza in September 2020, Brookfield DTLA recognized~~ ~~a realized loss on interest rate swap contracts of~~ ~~$1.8 million and a~~ loss on early extinguishment of debt ~~and termination~~ of ~~interest rate swap contracts of $1.0~~$4.6 million ~~to other expense. Increases in other expense were partially offset by a nonrecurring $1.0 million write-off charge of deferred cost~~recorded during the ~~nine~~three months ended ~~September 30, 2019~~.March 31, 2021 for prepayment premium and debt yield maintenance fee charged on refinancing of loans secured by Gas Company Tower in February 2021.

~~Depreciation and Amortization Expense~~

~~Depreciation and amortization expense increased primarily due to increased investments in tenant improvements and capital expenditures year over year.~~

~~Interest Expense~~

~~Interest e~~xpense decreased primarily due to decrease in weighted average LIBOR rates on our variable-rate debt from 2.39% for the nine months ended September 30, 2019 to 0.57% for the nine months ended September 30, 2020 and refinancing of 777 Tower debt at lower interest rates in October 2019, partially offset by an increase in debt outstanding as a result of the 777 Tower debt refinancing.

~~Gain from Derecognition of Assets~~

In May 2019, Fund II entered into an agreement to contribute and transfer all of its wholly-owned interests in Brookfield DTLA 4050/755 Inc., the indirect property owner of 755 South Figueroa, in exchange for noncontrolling interests in a new joint venture formed with Brookfield DTLA FP IV Holdings, LLC, and recognized a $15.0 million gain.

Off-Balance Sheet Arrangements

Brookfield DTLA did not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, or capital expenditures or capital resources that is material to stockholders as of the date this report was filed, ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Contractual Obligations

The following table provides information with respect to Brookfield DTLA’s commitments as of ~~September 30, 2020,~~March 31, 2021, including any guaranteed or minimum commitments under contractual obligations:


		Remainder of 2020		2021		2022		2023		2024		Thereafter		Total			Remainder of 2021		2022		2023		2024		2025		Thereafter		Total

Principal payments on secured debt (1)(2)	Principal payments on secured debt (1)(2)	$	—	$	450,000	$	—	$	819,296	$	675,000	$	305,000	$	2,249,296	Principal payments on secured debt (1)(2)	$	—	$	—	$	819,296	$	675,000	$	305,000	$	465,000	$	2,264,296
Interest payments –	Interest payments –															Interest payments –
Fixed-rate debt (3)	Fixed-rate debt (3)	9,727		30,590		18,726		16,803		11,025		—		86,871		Fixed-rate debt (3)	14,109		18,726		16,803		11,025		—		—		60,663
Variable-rate debt (4)	Variable-rate debt (4)	11,448		34,168		34,168		30,659		16,035		8,127		134,605		Variable-rate debt (4)	36,154		47,987		44,549		30,218		22,441		1,580		182,929
Tenant-related commitments (5)	Tenant-related commitments (5)	11,663		7,908		29,505		1,165		931		1,986		53,158		Tenant-related commitments (5)	11,276		30,677		1,205		975		1,848		1,402		47,383
Construction-related commitments (6)	Construction-related commitments (6)	7,481		—		—		—		—		—		7,481		Construction-related commitments (6)	821		—		—		—		—		—		821
		$	40,319	$	522,666	$	82,399	$	867,923	$	702,991	$	315,113	$	2,531,411		$	62,360	$	97,390	$	881,853	$	717,218	$	329,289	$	467,982	$	2,556,092

__________

(1)BAM owns a significant interest in a company whose subsidiary is the lender of the $35.0 million mezzanine loan secured by Wells Fargo Center–North Tower, which matures in October 2023. See Item 1. “Financial Statements—Notes to Consolidated Financial Statements—Note 13—Related Party Transactions.”

(2)Based on the maturity dates after the impact of extension options that the Company controls, if applicable.

(3)Interest payments on fixed-rate debt are calculated based on the maturity dates (after the impact of extension options that the Company controls, if applicable) and contractual interest rates.

(4)Interest payments on variable-rate debt are calculated based on the maturity dates (after the impact of extension options that the Company ~~controls,~~controls, if applicable) and the one-month LIBOR rate in place on the debt as of ~~September 30, 2020~~March 31, 2021 plus the contractual spread per the loan agreements. Interest payments due to the related party lender of the loan described in (1) above total ~~$461 thousand~~$1.4 million for the remainder of ~~2020, $1.8 million for~~ 2021, $1.8 million for 2022, and $1.4 million for 2023.

(5)Tenant-related commitments include tenant improvements and leasing commissions and are based on executed leases as of ~~September 30, 2020.~~March 31, 2021. Tenant-related commitments due to the related party lender of the loan described in (1) above total ~~$0.5~~$0.3 million for the remainder of ~~2020.~~2021.

(6)Construction-related commitments include amounts due to contractors related to redevelopment projects at Wells Fargo Center based on executed contracts as of ~~September 30, 2020.~~March 31, 2021.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Related Party Transactions

See Item 1. “Financial Statements—Notes to Consolidated Financial Statements—Note 13—Related Party Transactions” of this Quarterly Report on Form 10-Q.

Litigation

See Part II, Item 1. “Legal Proceedings” of this Quarterly Report on Form 10-Q.

Critical Accounting Policies

Please refer to Brookfield DTLA’s Annual Report on Form 10-K filed with the SEC on March ~~26, 2020~~25, 2021 for a discussion of our critical accounting policies for the year ended December 31, ~~2019.~~2020.

See Item 1. “Financial Statements—Notes to Consolidated Financial Statements—Note 2—Basis of Presentation” of this Quarterly Report on Form 10-Q for a discussion of use of estimates, impairment review of investments in real estate and unconsolidated real estate joint venture, and collectibility assessment on rents, deferred rents and other receivables during the three ~~and~~ ~~nine~~ months ended ~~September 30, 2020.~~March 31, 2021.

Recently Issued Accounting Literature

See Item 1. “Financial Statements—Notes to Consolidated Financial Statements—Note 3—Recently Issued Accounting Literature” of this Quarterly Report on Form 10-Q for information regarding the impact of the adoption of new accounting pronouncements during the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

See Part II, Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” in Brookfield DTLA’s Annual Report on Form 10-K filed with the SEC on March ~~26, 2020~~25, 2021 for a discussion regarding our exposure to market risk. Our exposure to market risk has not changed materially since year end 2020.

Brookfield DTLA receives its income primarily from lease income generated from the operations of its office and retail properties, and to a lesser extent, revenue from its parking garages. Our properties are typically leased to high credit-rated tenants for lease terms ranging from five to ten years, although we also enter into some short-term as well as some longer-term leases. Our leases usually require the license of a minimum number of monthly parking spaces at the property and in many cases contain provisions permitting tenants to renew expiring leases at prevailing market rates.

~~The closure of non-essential retail tenants beginning in March 2020 negatively impacted most of our tenants at our FIGat7th~~ property. Higher-risk activities and businesses such as indoor dining, bars, fitness centers and movie theaters are prohibited statewide in California. The main customers of our FIGat7th retail property are tourists and office workers, many of whom have not yet returned to Downtown Los Angeles. As a result, our tenants are experiencing the most immediate impact of the Shutdown on their businesses.

While our office properties have remained open during the Shutdown, most of our office tenants have been working remotely since the “stay-at-home” order was issued and many continue to do so. Our office tenants do not presently have acute difficulty in fulfilling their lease commitments in the near term. However, they could face increased difficulty if prolonged mitigation efforts materially impact their businesses.

~~Table of Contents~~

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Brookfield DTLA maintains disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by SEC Rule 13a-15(b), Brookfield DTLA carried out an evaluation, under the supervision and with the participation of its management, including its principal executive officer and its principal financial officer, of the effectiveness of the design and operation of Brookfield DTLA’s disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, G. Mark Brown, our principal executive officer, and Bryan D. Smith, our principal financial officer, concluded that these disclosure controls and procedures were effective at the reasonable assurance level as of ~~September 30, 2020.~~March 31, 2021.

Changes in Internal Control over Financial Reporting

There have been no changes in Brookfield DTLA’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the ~~fiscal quarter~~three months ended ~~September 30, 2020~~March 31, 2021 that have materially affected, or that are reasonable likely to materially affect, our internal control over financial reporting. We have not experienced any material impact to our internal control over financial reporting due to the Shutdown. We are continually monitoring and assessing the impact of the Shutdown on our internal controls to minimize the impact on their design and operating effectiveness.

5754

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

Item 1A. Risk Factors.

~~Factors That May Affect Future Results~~

~~(Cautionary Statement Under the Private Securities Litigation Reform Act of 1995)~~

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995 (as set forth in Section 27A of the Securities Act of 1933, as amended (the “~~Securities Act~~”) and Section 21E of the Exchange Act. 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 Brookfield DTLA believes that its 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 its control, which may cause Brookfield DTLA’s 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.

~~In particular, in the near term, we expect to be impacted by the ongoing novel strain of coronavirus (“COVID-19~~”) pandemic, which has interrupted business activities and supply chains; disrupted travel; contributed to significant volatility in the financial markets, resulting in a general decline in equity prices, increased interest spreads and lower interest rates; impacted social conditions; and adversely impacted local, regional, national and international economic conditions, as well as the labor markets.

~~Table of Contents~~

~~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~~There have been no material changes 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~~risk factors ~~in the regions in which Brookfield DTLA or any of its subsidiaries does business, including as a result of the Shutdown;~~

•~~The ability to enter into new leases or renew leases on favorable terms;~~

•~~Business competition;~~

•~~Dependence on tenants’ financial condition;~~

•~~The use of debt to finance Brookfield DTLA’s business or that of its subsidiaries;~~

•~~The behavior of financial markets, including fluctuations in interest 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 Brookfield DTLA’s 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 in real estate;~~

•~~Operational and reputational risks;~~

•~~Catastrophic events, such as earthquakes, hurricanes or pandemics/epidemics; and~~

•~~Other risks and factors detailed from time to time in reports filed by Brookfield DTLA with the United States Securities and Exchange Commission (the “SEC”).~~

~~Table of Contents~~

Brookfield DTLA cautions that the foregoing list of important factors that may affect future results is not exhaustive. When relying on Brookfield DTLA’s 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, Brookfield DTLA undertakes 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.

~~In addition to the factors discussed~~included in Part I, ~~Item 1A. “Risk~~“Item IA. Risk Factors” in Brookfield DTLA’s Annual Report on Form 10-K filed with the SEC on March ~~26, 2020~~25, 2021, the following are additional risk factors that management believes are material to Brookfield DTLA at this time. These risks and uncertainties are not the only ones facing Brookfield DTLA and there may be additional matters that Brookfield DTLA is unaware of or that Brookfield DTLA considers immaterial. If any of these risks occur, our business, financial condition and operating results could be harmed, the market value of the Series A preferred stock could decline and stockholders could lose part or all of their investment.

~~Property Risks~~

Our property investments are generally subject to varying degrees of risk depending on the nature of the property. These risks include changes in general economic conditions (including the availability and costs of mortgage funds), local conditions (including an oversupply of space or a reduction in demand for real estate in the markets in which we operate), the attractiveness of the properties to tenants, competition from other landlords with competitive space and our ability to provide adequate maintenance at an economical cost.

Certain significant expenditures, including property taxes, maintenance costs, mortgage payments, insurance costs and related charges, must be made regardless of whether a property is producing sufficient income to service these expenses. Brookfield DTLA currently has aggregate consolidated indebtedness totaling $2.2 billion that requires substantial debt service payments. If we become unable or unwilling to meet debt service payments on any property, losses could be sustained as a result of the lender’s exercise of its rights of foreclosure or sale. We believe the stability and long‑term nature of our contractual revenues effectively mitigates these risks. In addition, in connection with all of our secured debt, Brookfield DTLA entered into “non-recourse carve out” guarantees, which provide for these otherwise non-recourse loans to become partially or fully recourse against DTLA Holdings or one of its subsidiaries, if certain triggering events (as defined in the loan agreements) occur.

We are affected by local, regional, state, and national economic conditions and other events and occurrences that affect the market in which we own assets. As noted above, economic conditions have been impacted substantially by the Shutdown. A protracted decline in economic conditions would cause downward pressure on our operating margins and asset values as a result of lower demand for space.

Our properties are located in the Downtown Los Angeles market. A prolonged downturn in the economy of this area would result in reduced demand for space and number of prospective tenants and will affect the ability of our properties to generate significant revenue. If there is an increase in operating costs resulting from inflation and other factors, we may not be able to offset such increases by increasing rents.

~~Table of Contents~~

~~Public Health Risk~~

Our business could be materially adversely affected by the effects of the COVID-19 pandemic and the future outbreak of other highly infectious or contagious diseases. As a result of the rapid spread of COVID-19, many companies and various governments have imposed restrictions on business activity and travel which may continue and could expand. Given the ongoing and dynamic nature of the circumstances surrounding COVID-19, it is difficult to predict how significant the impact of this coronavirus outbreak, including any responses to it, will be on the Company or for how long disruptions are likely to continue. The extent of such impact will depend on future developments, which are highly uncertain, rapidly evolving and cannot be predicted, including new information which may emerge concerning the severity of this coronavirus and actions taken to contain COVID-19 or its impact, among others. Such developments, depending on their nature, duration, and intensity, could have a material adverse effect on our business, financial position, results of operations or cash flows.

~~We operate office and retail properties in an area impacted by the Shutdown. Adverse impacts on our business may include:~~

•~~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 construction projects may be subject to delay as a result of local economic conditions that may continue to be disrupted as a result of the Shutdown.~~

~~If these and potential other disruptions caused by the Shutdown continue, our business could be materially adversely affected.~~

~~Table of Contents~~

~~Credit Risk~~

Credit risk arises from the possibility that tenants may be unable to fulfill their lease commitments. We mitigate this risk by ensuring that our tenant mix is diversified and by limiting our exposure to any one tenant. The recent Shutdown has increased the risk in the near term of our tenants’ ability to fulfill lease commitments, which has been materially impacted by retail store closures, quarantines and the “stay-at-home” order. Certain tenants could declare bankruptcy or become insolvent and cease business operations as a result of prolonged mitigation efforts.

~~The closure of non-essential retail tenants beginning in March 2020 negatively impacted most of our tenants at our FIGat7th property. Higher-risk activities and businesses such as indoor dining, bars, fitness centers and movie theaters are prohibited statewide in California.~~ ~~The main customers of our FIGat7th retail property are tourists and office workers, many of whom have not yet returned to Downtown Los Angeles.~~ ~~As a result, our tenants in FIGat7th, which include retail shops, restaurants and a big box gym, are experiencing the most immediate impact of the Shutdown on their businesses~~.

~~Economic Risk~~

Real estate is relatively illiquid and may be even more illiquid in the context of an economic downturn that may result from the Shutdown. Such illiquidity may limit our ability to vary our portfolio promptly in response to changing economic or investment conditions. Also, financial difficulties of other property owners resulting in distressed sales could depress real estate values in the markets in which we operate. Our office properties generate a relatively stable source of income from contractual tenant lease payments. Continued growth of lease income is dependent on strong leasing markets to ensure expiring leases are renewed and new tenants are found promptly to fill vacancies. We are substantially protected against short-term market conditions, as most of our leases are long-term in nature with an average remaining term of approximately seven years as of September 30, 2020.

~~Interest Rate and Financing Risk~~

We have an on-going need to access debt markets to refinance maturing debt as it comes due. There is a risk that lenders will not refinance such maturing debt on terms and conditions acceptable to us or on any terms at all. This risk may be increased as a result of disrupted market conditions resulting from the Shutdown. Our strategy is to maintain relationships with a large number of lenders to limit exposure to any single counterparty. In addition, Brookfield DTLA uses interest rate swap and cap contracts to manage risk from fluctuations in interest rates on its variable-rate loans. The Company believes these contracts are with counterparties who are credit-worthy.

~~Table of Contents~~

~~Additional material risk factors are discussed in other sections of this Quarterly Report on Form 10-Q and in~~ ~~Brookfield DTLA’s Annual Report on Form 10-K filed with the SEC on March 26, 2020~~. Those risks are also relevant to our performance and financial condition. Moreover, we operate in a highly competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

Dividends on the Series A preferred stock are cumulative and therefore will continue to accrue at an annual rate of $1.90625 per share. As of ~~October 31, 2020,~~April 30, 2021, the cumulative amount of unpaid dividends totaled ~~$200.7~~$210.0 million.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.


Exhibit No.						Exhibit Description

31.1						Certification of Principal Executive Officer dated ~~November~~May 13, 2020 pursuant to Section 302 of the Sarbanes-Oxley Act of 20022021
31.2						Certification of Principal Financial Officer dated ~~November~~May 13, ~~2020~~2021 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*						Certification of Principal Executive Officer and Principal Financial Officer dated ~~November~~May 13, ~~2020~~2021 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)
101.INS						Inline XBRL Instance Document. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
101.SCH						Inline XBRL Taxonomy Extension Schema Document.
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

__________


*			Furnished herewith.

(1) This exhibit should not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.

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SIGNATURES

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


Date: As of ~~November~~May 13, ~~2020~~2021


			BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.
			Registrant

			By:			/s/ G. MARK BROWN
						G. Mark Brown
						Chairman of the Board
						(Principal executive officer)

			By:			/s/ BRYAN D. SMITH
						Bryan D. Smith
						Chief Financial Officer
						(Principal financial officer)

6557


	Gain (Loss) Recognized in OCL		Loss Reclassified from AOCL to Other Expense in Consolidated Statements of Operations

Derivatives designated as cash flow hedging instruments:
For the three months ended:
September 30, 2020	$	984	$	(1,779)
September 30, 2019	$	(73)	$	0
For the nine months ended:
September 30, 2020	$	562	$	(1,779)
September 30, 2019	$	(2,461)	$	0


			Fair Value Measurements Using
	Total Fair Value		Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Assets
Interest rate caps at:
September 30, 2020	$	6	$	0	$	6	$	0
December 31, 2019	$	1	$	0	$	1	$	0
Liabilities
Interest rate swaps at:
September 30, 2020	$	0	$	0	$	0	$	0
December 31, 2019	$	1,143	$	0	$	1,143	$	0