UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
Commission file number 33-98364
SIMON PROPERTY GROUP, L.P.
(Exact name of registrant as specified in its charter)
Delaware 35-1903854
------------------------ ------------------
(State or other (I.R.S. Employer
jurisdiction
of incorporation or Identification No.)
organization)
115 West Washington Street
Indianapolis, Indiana 46204
------------------------- ------------------
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (317) 636-1600
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 [x] NO
[ ]
================================================================================
<PAGE> 01
SIMON PROPERTY GROUP, L.P.
FORM 10-Q
INDEX
Part I - Financial Information Page
Item 1: Financial Statements
Consolidated Condensed Balance Sheets
as of September 30, 1997 and December
31, 1996 3
Consolidated Condensed Statements of
Operations for the three-month and
nine-month periods ended September
30, 1997 and 1996 4
Consolidated Condensed Statements of
Cash Flows for the nine-month periods
ended September 30, 1997 and 1996 5
Notes to Unaudited Consolidated
Condensed Financial Statements 6
Item 2: Management's Discussion and
Analysis of Financial Condition and
Results of Operations 12
Part II - Other Information
Items 1 through 6 16
Signatures 17
<PAGE> 02
SIMON PROPERTY GROUP, L.P.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited and dollars in thousands, except per unit amounts)
September 30, December 31,
1997 1996
------------- ------------
ASSETS:
Investment properties, at cost $ 2,561,205 $ 2,467,779
Less _ accumulated depreciation 295,994 238,167
------------- ------------
2,265,211 2,229,612
Cash and cash equivalents 13,931 50,009
Restricted cash 14,939 --
Tenant receivables and accrued revenue, net 133,430 146,996
Notes and advances receivable from Management
Company 84,668 63,978
Investment in partnerships and joint ventures, 153,522 139,711
at equity
Deferred costs and other assets 154,491 129,665
Minority interest 10,093 9,712
Advances to Simon DeBartolo Group, L.P. 53,644 --
------------- ------------
Total assets $ 2,883,929 $ 2,769,683
LIABILITIES:
Mortgages and other indebtedness $ 2,527,807 $ 2,042,254
Advances from Simon DeBartolo Group, L.P. -- 259,382
Accounts payable and accrued expenses 124,977 123,527
Cash distributions and losses in partnerships
and joint ventures, at equity 19,519 17,106
Investment in Management Company and
affiliates 12,923 18,519
Minority interest held by affiliates 70,110 12,128
Other liabilities 35,616 42,139
------------- ------------
Total liabilities 2,790,952 2,515,055
COMMITMENTS AND CONTINGENCIES (Note 10)
PARTNERS' EQUITY:
Preferred units, 4,000,000 units authorized,
issued and outstanding 99,923 99,923
General Partner, 958,429 units outstanding (32) 1,601
Special Limited Partner, 95,356,834 units
outstanding (3,123) 158,458
Unamortized restricted stock award (3,791) (5,354)
------------- ------------
Total partners' equity 92,977 254,628
------------- ------------
Total liabilities and partners' equity $ 2,907,740 $ 2,759,183
============= ============
The accompanying notes are an integral part of these statements.
<PAGE> 03
SIMON PROPERTY GROUP, L.P.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited and dollars in thousands, except per unit amounts)
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
---------------------- -------------------
1997 1996 1997 1996
--------- --------- --------- ---------
REVENUE:
Minimum rent $90,147 $83,109 $264,157 $243,047
Overage rent 4,637 5,169 15,997 15,920
Tenant reimbursements 52,436 49,368 154,574 143,594
Other income 7,625 8,750 21,500 27,039
--------- --------- --------- ---------
Total revenue 154,845 146,396 456,228 429,600
EXPENSES:
Property operating 30,040 28,406 83,876 79,012
Depreciation and amortization 27,655 26,606 81,449 77,913
Real estate taxes 14,907 14,662 45,318 43,026
Repairs and maintenance 6,843 5,724 18,711 18,265
Advertising and promotion 5,409 4,367 13,441 13,264
Provision for credit losses 82 845 2,274 2,596
Other 3,396 2,785 8,278 8,399
--------- --------- --------- ---------
Total operating expenses 88,332 83,395 253,347 242,475
OPERATING INCOME 66,513 63,001 202,881 187,125
INTEREST EXPENSE 44,657 41,236 130,531 120,370
--------- --------- --------- ---------
INCOME BEFORE MINORITY INTEREST 21,856 21,765 72,350 66,755
MINORITY INTEREST (5,436) (709) (11,829) (1,884)
GAIN ON SALE OF ASSETS, NET -- 88 20 088
--------- --------- --------- ---------
INCOME BEFORE UNCONSOLIDATED
ENTITIES 16,420 21,144 60,541 64,959
INCOME FROM UNCONSOLIDATED
ENTITIES 5,451 1,284 8,612 5,270
--------- --------- --------- ---------
INCOME BEFORE EXTRAORDINARY
ITEMS 21,871 22,428 69,153 70,229
EXTRAORDINARY ITEMS (459) (2,530) (25,173) (2,795)
--------- --------- --------- ---------
NET INCOME 21,412 19,898 43,980 67,434
PREFERRED UNIT REQUIREMENT (2,031) (2,032) (6,094) (6,094)
--------- --------- --------- ---------
NET INCOME AVAILABLE TO
UNITHOLDERS $19,381 $17,866 $37,886 $61,340
========= ========= ========= =========
NET INCOME AVAILABLE TO
UNITHOLDERS
ATTRIBUTABLE TO:
General Partner $194 $4,559 $379 $31,125
Limited Partners 19,187 13,307 37,507 30,215
--------- --------- --------- ---------
$19,381 $17,866 $37,886 $61,340
EARNINGS PER UNIT: ========= ========= ========= =========
Income before extraordinary
items $0.20 $0.23 $0.65 $0.73
Extraordinary items (0.00) (0.02) (0.26) (0.03)
--------- --------- --------- ---------
Net income $0.20 $0.21 $0.39 $0.70
========= ========= ========= =========
The accompanying notes are an integral part of these statements.
<PAGE> 04
SIMON PROPERTY GROUP, L.P.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited and dollars in thousands)
For the Nine Months
Ended September 30,
----------------------
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES: ---------- ---------
Net income $43,980 $67,434
Adjustments to reconcile net income to net
cash provided by operating activities_
Depreciation and amortization 87,378 83,976
Loss on extinguishments of debt 25,173 2,795
Gain on sale of assets, net (20) (88)
Straight-line rent (1,311) 534
Minority interest 11,829 1,884
Equity in income of unconsolidated entities (8,612) (5,270)
Changes in assets and liabilities_
Tenant receivables and accrued revenue 12,710 4,954
Deferred costs and other assets (27,978) (4,381)
Accounts payable, accrued expenses and other
liabilities (972) (5,197)
--------- ---------
Net cash provided by operating activities 142,177 146,641
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition -- (43,941)
Capital expenditures (145,726) (95,741)
Cash from consolidation of joint venture -- 1,695
Increase in restricted cash (14,939) --
Proceeds from sale of assets 599 399
Investments in and advances to unconsolidated (51,907)
entities (45,879)
Distributions from unconsolidated entities 16,177 34,493
Loan repayment from Management Company -- 38,553
Other investing activity (5,400) --
--------- ---------
Net cash used in investing activities (195,168) (116,449)
CASH FLOWS FROM FINANCING ACTIVITIES:
Minority interest distributions, net (20,066) (3,610)
Partnership distributions (150,807) (161,644)
Mortgage and other indebtedness proceeds, net
of transaction costs 845,267 77,153
Mortgage and other indebtedness principal
payments (323,455) 266,048
Advances to affiliate, net (313,026) (226,225)
Other refinancing transaction (21,000) --
--------- ---------
Net cash provided by (used in) financing
activities 16,913 (48,278)
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS (36,078) (18,086)
CASH AND CASH EQUIVALENTS, beginning of period
50,009 62,721
--------- ---------
CASH AND CASH EQUIVALENTS, end of period $13,931 $44,635
========= =========
The accompanying notes are an integral part of these statements.
<PAGE> 05
SIMON PROPERTY GROUP, L.P.
Notes to Unaudited Consolidated Condensed Financial Statements
(Dollars in thousands)
Note 1 - Organization
Simon DeBartolo Group, L.P. ("SDG, LP") is a subsidiary partnership
of Simon DeBartolo Group, Inc. (the "Company"), a self-administered and
self-managed real estate investment trust ("REIT"). Simon Property
Group, L.P. ("SPG, LP" or the "Simon Operating Partnership") is a
subsidiary partnership of SDG, LP and of the Company. On August 9, 1996
(the "Merger Date"), the Company acquired, through merger (the "Merger")
the national shopping center business of DeBartolo Realty Corporation
("DRC") (See Note 4). The Simon Operating Partnership, is engaged
primarily in the ownership, operation, management, leasing, acquisition,
expansion and development of real estate properties, primarily regional
malls and community shopping centers. As of September 30, 1997, the
Simon Operating Partnership owned or held an interest in 122 income-
producing properties, consisting of 62 regional malls, 53 community
shopping centers, three specialty retail centers, three mixed-use
properties and one value-oriented super-regional mall in 30 states (the
"Properties"). The Simon Operating Partnership also holds substantially
all of the economic interest in M.S. Management Associates, Inc. (the
"Management Company") - (See Note 7.)
Note 2 - Basis of Presentation
The accompanying consolidated condensed financial statements are
unaudited; however, they have been prepared in accordance with generally
accepted accounting principles for interim financial information and in
conjunction with the rules and regulations of the Securities and
Exchange Commission. Accordingly, they do not include all of the
disclosures required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all
adjustments (consisting solely of normal recurring matters) necessary
for a fair presentation of the consolidated condensed financial
statements for these interim periods have been included. The results
for the interim period ended September 30, 1997 are not necessarily
indicative of the results to be obtained for the full fiscal year.
These unaudited consolidated condensed financial statements should be
read in conjunction with the December 31, 1996 audited financial
statements and notes thereto included in the Simon Property
Group, L.P. Annual Report on Form 10-K.
The accompanying consolidated condensed financial statements of the
Simon Operating Partnership include all accounts of the entities owned
or controlled by the Simon Operating Partnership. All significant
intercompany amounts have been eliminated. The accompanying
consolidated condensed financial statements have been prepared in
accordance with generally accepted accounting principles, which requires
management to make estimates and assumptions that affect the reported
amounts of the Simon Operating Partnership's assets, liabilities,
revenues and expenses during the reported periods. Actual results could
differ from these estimates.
Properties which are wholly-owned or owned less than 100% and are
controlled by the Simon Operating Partnership have been consolidated.
The Simon Operating Partnership's equity interests in certain
partnerships and joint ventures which represent noncontrolling 14.7% to
50.0% ownership interests and the investment in the Management Company
are accounted for under the equity method of accounting. These
investments are recorded initially at cost and subsequently adjusted for
net equity in income (loss) and cash contributions and distributions.
Net operating results of the Simon Operating Partnership are
allocated after preferred distributions, based on its partners'
remaining ownership interests. The Company's remaining weighted average
ownership interest in the Simon Operating Partnership for the three-
month periods ended September 30, 1997 and 1996 was 60.8% and 61.1%,
respectively. The Company's remaining weighted average ownership
interest in the Simon Operating Partnership for the nine-month periods
ended September 30, 1997 and 1996 was 60.8% and 61.1%, respectively.
The Company indirectly owned 60.8% of the Simon Operating Partnership as
of September 30, 1997 and December 31, 1996.
Note 3 - Reclassifications
Certain reclassifications of prior period amounts have been made in
the financial statements to conform to the 1997 presentation.
<PAGE> 06
Note 4 - The Merger
On August 9, 1996, the Company acquired the national shopping
center business of DRC for an aggregate value of $3.0 billion. The
acquired portfolio consisted of 49 regional malls, 11 community centers
and 1 mixed-use Property. These Properties included 47,052,267 square
feet of retail gross leasable area ("GLA") and 558,636 of office GLA.
The Merger was accounted for using the purchase method of accounting. Of
these Properties, 40 regional malls, 10 community centers and the mixed-
use Property are being accounted for using the consolidated method of
accounting. The remaining Properties are being accounted for using the
equity method of accounting. As a result of the merger, the Simon
Operating Partnership became a subsidiary of SDG, LP with 99% of the
profits allocable to SDG, LP and 1% of the profits allocable to the
Company. Cash flow allocable to the Company's 1% profit interest in
SPG, LP is absorbed by public company costs and related expenses
incurred by the Company.
It is currently expected that subsequent to the first anniversary
of the date of the Merger, reorganizational transactions will be
effected so that SDG, LP will directly own all of the assets and
partnership interests now owned by the Simon Operating Partnership. In
connection therewith, the Simon Operating Partnership transferred
partnership interests in certain properties ranging from 1.0% to 49.5%
in the form of a distribution to the partners of the Simon Operating
Partnership, SDG, LP and the Company. The distribution of the
partnership interests in the certain properties has been reflected for
financial reporting purposes as of January 1, 1997. The distribution was
determined based on the historical cost value of the partnership
interests transferred, which aggregated $65,603. The interest in the
properties now held directly by SDG, LP and the Company was $70,110 as
of September 30, 1997, and is reflected as minority interest held by
affiliates in the accompanying consolidated condensed balance sheets.
Earnings related to these minority interests held by SDG, LP and the
Company for the three-month and nine-month periods ended September 30,
1997 were $4,894 and $10,254, respectively.
In September 1997, the Simon Operating Partnership distributed its
interest in a wholly-owned Property to its partners, SDG,LP and the
Company. The non-cash distribution was determined based upon the
historical cost of the interst in the Property distributed.
Note 5 - Cash Flow Information
Cash paid for interest, net of amounts capitalized, during the nine
months ended September 30, 1997 was $117,456, as compared to $114,811
for the same period in 1996. All accrued distributions had been paid as
of September 30, 1997 and December 31, 1996.
Note 6 - Per Unit Data
Per unit data is based on the weighted average number of units of
partnership interest in the Simon Operating Partnership ("Units")
outstanding during the period. As used herein, the term Units does not
include units of partnership interest entitled to preferential
distribution of cash ("Preferred Units"). The weighted average number
of units used in the computation for the three months ended September
30, 1997 and 1996 was 96,315,263 and 95,842,853, respectively. The
weighted average number of Units used in the computation for the nine
months ended September 30, 1997 and 1996 was 96,315,263 and 95,783,720,
respectively. Additionally, Preferred Units may be converted into
common stock of the Company. The outstanding stock options and
Preferred Units have not been included in the computations of per Unit
data as they did not have a dilutive effect.
<PAGE> 07
Note 7 - Investment in Unconsolidated Entities
Partnerships and Joint Ventures
Summary financial information of partnerships and joint ventures
accounted for using the equity method of accounting and a summary of the
Simon Operating Partnership's investment in and share of income from
such partnerships and joint ventures follow:
September 30, December 31,
BALANCE SHEETS 1997 1996
------------- -------------
Assets:
Investment properties at cost, net $1,501,674 $1,328,600
Cash and cash equivalents 51,965 41,270
Tenant receivables 46,285 37,067
Other assets 38,818 54,981
---------- ----------
Total assets $1,638,742 $1,461,918
========== ==========
Liabilities and Partners' Equity:
Mortgages and other indebtedness $771,558 $569,433
Accounts payable, accrued expenses and
other liabilities 105,207 161,552
---------- ----------
Total liabilities 876,765 730,985
Partners' equity 761,977 730,933
---------- ----------
Total liabilities and
partners' equity $1,638,742 $1,461,918
========== ==========
The Simon Operating Partnership's Share
of:
Total assets $ 408,421 $ 340,449
========== ==========
Investment in partnerships and joint
ventures, at equity $153,522 $139,711
Cash distributions and losses in
partnerships and joint ventures, at
equity (19,519) (17,106)
---------- ----------
Partners' equity $ 134,003 $ 122,605
========== ==========
For the three For the nine
months ended months ended
September 30, September 30,
-------- -------- -------- --------
STATEMENTS OF OPERATIONS 1997 1996 1997 1996
-------- -------- -------- --------
Revenue:
Minimum rent $ 33,682 $ 25,742 $ 94,215 $ 79,781
Overage rent 884 1,064 2,074 2,753
Tenant reimbursements 15,696 12,569 43,393 40,082
Other income 4,223 1,170 8,528 7,328
-------- -------- -------- --------
Total revenue 54,485 40,545 148,210 129,944
Operating Expenses:
Operating expenses and other 18,319 15,934 53,916 48,782
Depreciation and amortization 11,182 9,852 34,153 30,438
-------- -------- -------- --------
Total operating expenses 29,501 25,786 88,069 79,220
-------- -------- -------- --------
Operating Income 24,984 14,759 60,141 50,724
Interest Expense 10,965 8,184 30,290 22,318
Extraordinary Losses - - 1,182 -
-------- -------- -------- --------
Net Income 14,019 6,575 28,669 28,406
Third Party Investors' Share of
Net Income 11,964 6,617 24,589 25,313
-------- -------- -------- --------
The Simon Operating Partnership's
Share of Net Income (Loss)
$ 2,055 $ (42) $ 4,080 $ 3,093
======== ======== ======== ========
The net income or net loss for each partnership and joint venture
is allocated in accordance with the provisions of the applicable
partnership or joint venture agreement. The allocation provisions in
these agreements are not always consistent with the ownership interest
held by each general or limited partner or joint venturer, primarily due
to partner preferences.
<PAGE> 08
The Management Company
The Management Company, including its consolidated subsidiaries,
provides management, leasing, development, accounting, legal, marketing
and management information systems services to 33 non-wholly owned
Properties, Melvin Simon & Associates, Inc., and certain other nonowned
properties. Certain subsidiaries of the Management Company provide
architectural, design, construction, insurance and other services
primarily to certain of the Properties. The Management Company also
invests in other businesses to provide other synergistic services to the
Properties. The Simon Operating Partnership's share of consolidated net
income of the Management Company, after intercompany profit
eliminations, was $3,396 and $1,326 for the three-month periods ended
September 30, 1997 and 1996, respectively, and was $4,532 and $2,177 for
the nine-month periods ended September 30, 1997 and 1996, respectively.
Note 8 - Debt
On January 31, 1997, the Simon Operating Partnership completed a
refinancing transaction involving debt on four consolidated Properties.
The transaction consisted of the payoff of one loan totaling $43,375, a
restatement of the interest rate on the three remaining loans, the
financing transaction which included the acquisition of the contingent
interest feature on all four loans for $21,000, and $3,904 of principal
reductions on two additional loans. This transaction, which was funded
using the Credit Facility (as defined below), resulted in an
extraordinary loss of $23,247, including the write-off of deferred
mortgage costs of $2,247.
On April 14, 1997, the Simon Operating Partnership, as co-borrower
with SDG, LP, obtained improvements to its unsecured revolving credit
facility (the "Credit Facility"). The Credit Facility agreement was
amended to reduce the interest rate from LIBOR plus 0.90% to LIBOR plus
0.75%. In addition, the Credit Facility's competitive bid feature,
which can further reduce interest costs, was increased from $150,000 to
$300,000.
On May 15, 1997, SDG, LP established a Medium-Term Note ("MTN")
program. On June 24, 1997, SDG, LP completed the sale of $100,000 of
notes under the MTN program. The notes sold bear interest at 7.125% and
have a stated maturity of June 24, 2005. The net proceeds of
approximately $99,000 from this sale were used primarily to pay down the
Credit Facility. These notes are guaranteed by the Simon Operating
Partnership.
Also on May 15, 1997, approximately $140,000 in existing debt on
The Forum Shops at Caesar's was refinanced. The new debt consists of
three classes of notes totaling $180,000, with $90,000 bearing interest
at 7.125% and $90,000 bearing interest at LIBOR plus 0.30%, all of which
mature on May 15, 2004. Approximately $40,000 of the borrowings were
placed in escrow to pay for construction costs required in connection
with the expansion of this project, which is scheduled to open on August
28, 1997. As of September 30, 1997, $14,939 remains in escrow, which is
reflected in restricted cash in the accompanying consolidated condensed
balance sheet.
On June 30, 1997, the Simon Operating Partnership, as co-borrower
with SDG, LP, closed an $70,000 unsecured loan which bears interest at
LIBOR plus 0.75% and matures on September 29, 1998. The proceeds were
used by SPG, LP to retire an existing $55,000 mortgage on East Towne
Mall, which bore interest at LIBOR plus 1.125%, and to fund an expansion
of that mall.
On July 17, 1997, SDG, LP completed a $250,000 public offering of
two tranches of its seven-year and twelve-year non-convertible senior
unsecured debt securities (the "Notes"). The first tranche was for
$100,000 at 6 3/4% with a maturity of July 15, 2004. The second tranche
was for $150,000 at 7% with a maturity of July 15, 2009. The Notes,
which are guaranteed by SPG, LP, pay interest semi-annually, and contain
covenants relating to minimum leverage, EBITDA and unencumbered EBITDA
ratios. SDG, LP used $225,000 of the net proceeds to reduce the amount
outstanding on the Credit Facility.
On September 10, 1997, SDG, LP issued $180,000 principal amount of
notes under its MTN program. These notes mature on September 20, 2007
and bear interest at 7.125% per annum. SDG, LP used the net proceeds of
this offering to pay down borrowings made under the Credit Facility.
These notes are guaranteed by the Simon Operating Partnership.
On September 17, 1997, the Simon Operating Partnership, as co-
borrower with SDG, LP, closed on a new unsecured loan, which bears
interest at LIBOR plus 0.75% and has an initial maturity of January 31,
1998. The proceeds were used to retire a $63,000 mortgage loan secured
by Lincolnwood Towne Center, which bore interest at LIBOR plus 1.25%,
and had an initial maturity of January 31, 1998.
On September 26, 1997, the Simon Operating Partnership, as co-
borrower with SDG, LP obtained an additional unsecured revolving credit
facility in the amount of $500,000 for the purpose of funding an
acquisition by SDG, LP. As of September 30, 1997, a total of $525,000
had been borrowed on this new credit facility and the original Credit
Facility related to this acquisition. This new credit facility has terms
similar to the existing Credit Facility, including an interest rate of
LIBOR plus 0.75% and an initial maturity of September 1999, with an automatic
one-year extension.
<PAGE> 09
At September 30, 1997, the Simon Operating Partnership had
consolidated debt of $2,527,807 of which $1,290,979 was fixed-rate debt
and $1,236,828 was variable-rate debt. As of September 30, 1997 and
December 31, 1996, the Simon Operating Partnership had interest-rate
protection agreements related to $294,848 and $306,879 principal amount
of debt, respectively. The agreements are generally in effect until the
related variable-rate debt matures. As a result of the various interest
rate protection agreements, interest savings were $285 and $415 for the
three months ended September 30, 1997 and 1996, respectively, and $591
and $1,227 for the nine-month periods ended September 30, 1997 and 1996,
respectively. The Simon Operating Partnership's pro rata share of
indebtedness of the unconsolidated joint venture Properties as of
September 30, 1997 and December 31, 1996 was $262,448 and $193,310,
respectively.
Net advances due from SDG, LP of $53,644 result primarily from
amounts borrowed on the Credit Facility advanced to SDG, LP primarily to
fund acquisition and development activity, partially offset by debt and
equity instruments issued by SDG, LP for which a portion of the proceeds
were advanced to the Simon Operating Partnership to retire mortgages and
other indebtedness and amounts under the Credit Facility. The Simon
Operating Partnership has recognized interest benefits and costs based
on the terms of the Credit Facility and respective instruments issued by
SDG, LP.
Note 9 - Partners' Equity
<TABLE>
The following table summarizes the change in the Simon Operating
Partnership's partners' equity since December 31, 1996.
Special Unamortized Total
Preferred General Limited Restricted Partners'
Units Partner Partner Stock Award Equity
--------- -------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance at December 31,
1996 $ 99,923 $ 1,601 $ 158,458 $ (5,354) $ 254,628
Amortization of stock
incentive 1,563 1,563
Adjustment to allocate
net equity of the Simon
Operating Partnership (8) 8 --
Net income 6,094 379 37,507 43,980
Distributions (6,094) (2,004) (199,096) (207,194)
--------- -------- ---------- ----------- -----------
Balance at September 30,
1997 $ 99,923 $ (32) $ (3,123) $ (3,791) $ 92,977
========= ======== ========== =========== ===========
</TABLE>
Note 10 - Commitments and Contingencies
Litigation
Roel Vento et al v. Tom Taylor et al. An affiliate of the Simon
Operating Partnership is a defendant in litigation entitled Roel Vento
et al v. Tom Taylor et al, in the District Court of Cameron County,
Texas, in which a judgment in the amount of $7,800 has been entered
against all defendants. This judgment includes approximately $6,500 of
punitive damages and is based upon a jury's findings on four separate
theories of liability including fraud, intentional infliction of
emotional distress, tortuous interference with contract and civil
conspiracy arising out of the sale of a business operating under a
temporary license agreement at Valle Vista Mall in Harlingen, Texas.
The Simon Operating Partnership is seeking to overturn the award and has
appealed the verdict. Although the Simon Operating Partnership is
optimistic that it may be able to reverse or reduce the verdict, there
can be no assurance thereof. Management, based upon the advice of
counsel, believes that the ultimate outcome of this action will not have
a material adverse effect on the Company or the Simon Operating
Partnership.
The Company or the Simon Operating Partnership currently are not
subject to any other material litigation other than routine litigation
and administrative proceedings arising in the ordinary course of
business. On the basis of consultation with counsel, management
believes that these items will not have a material adverse impact on the
Company's or the Simon Operating Partnership's financial position or
results of operations.
<PAGE> 10
Note 11 - Significant Subsequent Events
On October 15, 1997, the SEC declared effective SDG, LP's
$1,000,000 debt shelf registration, which provides for the offering,
from time to time, of up to $1,000,000 aggregate public offering price
of unsecured debt securities of SDG, LP. The net proceeds of such
offerings may be used to fund property acquisition or development
activity, retire existing debt or for any other purpose deemed
appropriate by SDG, LP. Securities issued under this registration are
guaranteed by the Simon Operating Partnership.
On October 22, 1997, SDG, LP completed a $150,000 public offering
of eight-year non-convertible senior unsecured debt securities. The
notes bear interest at 6 7/8%, and mature on October 27, 2005. The
notes pay interest semi-annually, are guaranteed by the Simon Operating
Partnership, and contain covenants relating to minimum leverage, EBITDA
and unencumbered EBITDA ratios. SDG, LP used $114,750 of the net
proceeds of approximately $147,000, along with an escrow refund of
approximately $4,000 to retire existing mortgages on Miller Hill Mall,
Muncie Mall, and Towne West Square, with the remaining proceeds used to
reduce the amount outstanding on the Credit Facility.
<PAGE> 11
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Certain statements made in this report may constitute "forward-
looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"). Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements
of the Simon Operating Partnership to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the
following: general economic and business conditions, which will, among
other things, affect demand for retail space or retail goods,
availability and creditworthiness of prospective tenants, lease rents
and the terms and availability of financing; adverse changes in the real
estate markets including, among other things, competition with other
companies and technology; risks of real estate development and
acquisition; governmental actions and initiatives; and
environmental/safety requirements.
Overview
The Simon Operating Partnership acquired additional interest in two
regional malls and opened one regional mall during the comparative
periods (the "Property Transactions"). The following is a description
of such transactions. On April 11, 1996, the Simon Operating
Partnership acquired the remaining 50% economic ownership interest in
Ross Park Mall in Pittsburgh, Pennsylvania, and subsequently began
accounting for the Property using the consolidated method of accounting.
On July 31, 1996, the Simon Operating Partnership opened Cottonwood Mall
in Albuquerque, New Mexico. The Simon Operating Partnership owns 100%
of this regional mall and accounts for it using the consolidated method
of accounting. On October 4, 1996, the Simon Operating Partnership
acquired an additional 30% interest in North East Mall and subsequently
began accounting for the Property using the consolidated method of
accounting. The Simon Operating Partnership owned 80% of North East Mall
after this acquisition. On October 4, 1996, SDG, LP acquired the
remaining 20% interest in this Property.
Results of Operations
For the Three Months Ended September 30, 1997 vs. the Three Months Ended
September 30, 1996
Total revenue increased $8.4 million or 5.8% for the three months
ended September 30, 1997, as compared to the same period in 1996. This
increase is primarily the result of the Property Transactions ($3.3
million), an increase in minimum rents ($4.4 million) resulting from
increased occupancy levels and the replacement of expiring tenant leases
with renewal leases at higher minimum base rents, and an increase in
tenant reimbursements ($1.6 million), which is offset by an overall
increase in operating expenses.
Total operating expenses increased $4.9 million, or 5.9%, for the
three months ended September 30, 1997, as compared to the same period in
1996, primarily the result of the Property Transactions ($2.3 million),
and an overall increase in operating expenses ($2.4 million), which are
partially offset in revenues by increased tenant reimbursements ($1.6
million).
Interest expense increased $3.4 million, or 8.3% for the three
months ended September 30, 1997, as compared to the same period in 1996.
This increase is primarily as a result of the Property Transactions
($1.2 million) and an increase in the average debt outstanding during
the comparative periods. Additional borrowings have been primarily used
to fund acquisition and development activities.
Minority interest share of operating income was $5.4 million for
the three months ended September 30, 1997, as compared to $0.7 million
for the same period in 1996, reflecting an increase of $4.7 million. Of
this increase, $4.9 million is a result of transfers of ownership
interest in certain of the Properties from SPG, LP to SDG, LP. (See
Note 4)
Net income was $21.4 million for the three months ended September
30, 1997, as compared to $19.9 million for the same period in 1996,
reflecting an increase of $1.5 million, for the reasons discussed above,
and was allocated to the Company based on the Units and Preferred Units
owned by the Company during the period, and to the remaining Unitholders
based upon their respective ownership interests.
For the Nine Months ended September 30, 1997 vs. the Nine Months ended
September 30, 1996
Total revenue increased $26.6 million or 6.2% for the nine months
ended September 30, 1997, as compared to the same period in 1996. This
increase is primarily the result of the Property Transactions ($22.0
million).
<PAGE> 12
Total operating expenses increased $10.9 million, or 4.5%, for the
nine months ended September 30, 1997, as compared to the same period in
1996. This increase is primarily the result of the Property
Transactions ($12.0 million).
Interest expense increased $10.2 million, or 8.4% for the nine
months ended September 30, 1997, as compared to the same period in 1996.
This increase is primarily as a result of the Property Transactions
($7.0 million) and an increase in the average debt outstanding during
the comparative periods. Additional borrowings have been primarily used
to fund acquisition and development activities.
Minority interest share of operating income was $11.8 million for
the nine months ended September 30, 1997, as compared to $1.9 million
for the same period in 1996, reflecting an increase of $9.9 million. Of
this increase, $10.3 million is a result of transfers of ownership
interest in certain of the Properties from SPG, LP to SDG, LP. (See Note
4)
The $25.2 million loss from extraordinary items in 1997 is the
result of the acquisition of the contingent interest feature on four
loans for $21.0 million and write-off of mortgage costs associated with
early extinguishments of debt.
Net income was $44.0 million for the nine months ended September
30, 1997, as compared to $67.4 million for the same period in 1996,
reflecting an decrease of $23.5 million, for the reasons discussed
above, and was allocated to the Company based on the Units and Preferred
Units owned by the Company during the period, and to the remaining
Unitholders based upon their respective ownership interests.
Liquidity and Capital Resources
As of September 30, 1997, the Simon Operating Partnership's balance
of unrestricted cash and cash equivalents was $13.9 million. In
addition to its cash balance, the Simon Operating Partnership, as co-
borrower with SDG, LP has a $750 million Credit Facility and a new $500
million unsecured revolving credit facility with approximately $269
million and $225 million available on September 30, 1997 after
outstanding borrowings and letters of credit, respectively.
The Company and SDG, LP also have access to public equity and debt
markets. The Company has a $750 million equity shelf registration
statement currently effective, under which $226.7 million in equity
securities may be issued. SDG, LP has a $1 billion debt shelf
registration statement currently effective, under which $850 million in
debt securities may be issued.
At September 30, 1997, the Simon Operating Partnership had
consolidated debt of $2,528 million, of which $1,291 million was fixed-
rate debt and $1,237 million was variable-rate debt. The Simon
Operating Partnership's pro rata share of indebtedness of the
unconsolidated joint venture Properties as of September 30, 1997 and
December 31, 1996 was $262 million and $193 million, respectively. As
of September 30, 1997 and December 31, 1996, the Simon Operating
Partnership had interest-rate protection agreements related to $295
million and $307 million of its pro rata share of indebtedness,
respectively. The agreements are generally in effect until the related
variable-rate debt matures.
On April 14, 1997, certain improvements were made to the Credit
Facility. The Credit Facility agreement was amended to reduce the
interest rate from LIBOR plus 0.90% to LIBOR plus 0.75%. In addition,
the Credit Facility's competitive bid feature, which has further reduced
interest costs, was increased from $150 million to $300 million.
On May 15, 1997, SDG, LP established a Medium-Term Note ("MTN")
program. On June 24, 1997, SDG, LP completed the sale of $100 million
of notes under the MTN program. The notes sold bear interest at 7.125%
and have a stated maturity of June 24, 2005. The net proceeds of this
sale were used primarily to pay down the Credit Facility. All debt
issued under the MTN program is guaranteed by SPG, LP.
Additionally, on May 15, 1997, approximately $140 million in
existing debt on The Forum Shops at Caesar's was refinanced. The new
debt consists of three classes of notes totaling $180 million, with $90
million bearing interest at 7.125% and the other $90 million bearing
interest at LIBOR plus 0.3 %, all of which will mature on May 15, 2004.
Approximately $40 million of the borrowings were placed in escrow to pay
for construction costs required in connection with the development of
the expansion of this project, which is scheduled to open on August 28,
1997. As of September 30, 1997, $14.9 million remains in escrow.
On June 30, 1997, the Simon Operating Partnership, as co-borrower
with SDG, LP, closed an $70 million unsecured loan which bears interest
at LIBOR plus 0.75% and matures on September 29, 1998. The proceeds
were used by SPG, LP to retire an existing $55 million mortgage on East
Towne Mall, which bore interest at LIBOR plus 1.125%, and to fund an
expansion of that mall.
<PAGE> 13
On July 17, 1997, SDG, LP completed a $250 million public offering
of two tranches of its seven-year and twelve-year non-convertible senior
unsecured debt securities (the "Notes"). The first tranche was for $100
million at 6 3/4% with a maturity of July 15, 2004. The second tranche
was for $150 million at 7% with a maturity of July 15, 2009. The Notes,
which are guaranteed by the Simon Operating Partnership, pay interest
semi-annually, and contain covenants relating to minimum leverage,
EBITDA and unencumbered EBITDA ratios.
On September 10, 1997, SDG, LP issued $180 million principal amount
of notes under its MTN program. These notes mature on September 20,
2007 and bear interest at 7.125% per annum. SDG, LP used the net
proceeds of this offering to pay down borrowings made under the Credit
Facility. These notes are guaranteed by the Simon Operating Partnership.
On September 17, 1997, the Simon Operating Partnership, as co-
borrower with SDG, LP, closed on a new unsecured loan, which bears
interest at LIBOR plus 0.75% and has an initial maturity of January 31,
1998. The proceeds were used to retire a $63 million mortgage loan
secured by Lincolnwood Towne Center, which bore interest at LIBOR plus
1.25%, and had an initial maturity of January 31, 1998.
On September 26, 1997, the Simon Operating Partnership, as co-
borrower with SDG, LP obtained an additional unsecured revolving credit
facility in the amount of $500 million for the purpose of funding a
portion of the cost of acquiring RPT. This new credit facility has
terms similar to the existing Credit Facility, including an interest
rate of LIBOR plus 0.75% and an initial maturity of September 1999, with
an automatic one-year extension.
On October 15, 1997, the SEC declared effective SDG, LP's debt
shelf registration, which provides for the offering, from time to time,
of up to $1.0 billion aggregate public offering price of unsecured debt
securities of SDG, LP. The net proceeds of such offerings may be used
to fund property acquisition or development activity, retire existing
debt or for any other purpose deemed appropriate by SDG, LP. Securities
issued under this registration are guaranteed by the Simon Operating
Partnership.
On October 22, 1997, SDG, LP completed a $150 million public
offering of eight-year non-convertible senior unsecured debt securities.
The notes bear interest at 6 7/8%, and mature on October 27, 2005. The
notes pay interest semi-annually, are guaranteed by the Simon Operating
Partnership, and contain covenants relating to minimum leverage, EBITDA
and unencumbered EBITDA ratios. SDG, LP used $114.8 million of the net
proceeds of approximately $147 million, along with an escrow refund of
approximately $4 million to retire existing mortgages on Miller Hill
Mall, Muncie Mall, and Towne West Square, with the remaining proceeds
used to reduce the amount outstanding on the Credit Facility.
Development, Expansions and Renovations. The Simon Operating
Partnership is involved in several development, expansion and renovation
efforts.
On September 5, 1997, the Simon Operating Partnership opened The
Source, an approximately $150 million value-oriented retail and
entertainment development project containing 730,000 square feet of GLA
in Westbury (Long Island), New York. This 50%-owned joint venture is
accounted for using the equity method of accounting.
On October 31, 1997 the Simon Operating Partnership opened
Grapevine Mills, an approximately $200 million retail development
project containing approximately 1.4 million square feet of GLA in
Grapevine (Dallas/Fort Worth), Texas. This 38%-owned joint venture is
accounted for using the equity method of accounting.
Construction also continues on the following development projects:
Arizona Mills, an approximately $190 million retail development project
containing 1.2 million square feet of GLA, is expected to open in
November 1997 in Tempe, Arizona and The Shops at Sunset Place, an
approximately $150 million destination-oriented retail and entertainment
project containing approximately 500,000 square feet of GLA, and is
scheduled to open in 1998 in South Miami, Florida. The Simon Operating
Partnership has no plans to begin any other development projects in the
future.
A key objective of the Simon Operating Partnership is to increase
the profitability and market share of its Properties through the
completion of strategic renovations and expansions. The Simon Operating
Partnership currently has a number of expansion projects under
construction and in the preconstruction development stage. It is
anticipated that the cost of these projects will be financed principally
with the Credit Facility, project-specific indebtedness, access to debt
and equity markets through SDG, LP and the Company, and cash flows from
operations.
Distributions. During the first quarter of 1997, the Simon
Operating Partnership paid a distribution of $0.4925 per Unit to
Unitholders of record on February 7, 1997. On each of May 6, 1997, July
28, 1997 and October 23, 1997, the Simon Operating Partnership declared
distributions of $0.505 per Unit. Future distributions will be
determined based on actual
<PAGE> 14
results of operations and cash available for
distribution. In addition, Preferred Unit distributions of $1.5234 per
Series A Preferred Unit were paid during the first nine months of 1997.
Capital Resources. Management anticipates that cash generated from
operating performance will provide the necessary funds on a short- and
long-term basis for its operating expenses, interest expense on
outstanding indebtedness, recurring capital expenditures, and
distributions to Unitholders in accordance with tax requirements
applicable to REITs. Sources of capital for nonrecurring capital
expenditures, such as major building renovations and expansions, as well
as for scheduled principal payments, including balloon payments, on
outstanding indebtedness are expected to be obtained from: (i) excess
cash generated from operating performance; (ii) working capital
reserves; (iii) additional debt financing; and (iv) additional equity
sold in the public markets by the Company.
Investing and Financing Activities
Cash flows from investing activities for the nine months ended
September 30, 1997 included, $145.7 million of capital expenditures,
which included construction costs of $23.6 million at The Shops at
Sunset Place and $9.2 million for the acquisition of the land for the
construction of North East Plaza. Also included in capital expenditures
is renovation and expansion costs, including $34.7 million for the phase
II expansion of Forum Shops at Caesar's, tenant costs and other
operational capital expenditures. The $14.9 million net increase in
restricted cash represents an escrow for costs associated with the
expansion of Forum. In addition, investments in and advances to
unconsolidated entities of $45.9 million includes $20.7 million, $14.3
million and $8.6 million to the Management Company, Grapevine Mills and
The Source, respectively. Other investing activities represents the
purchase of bonds.
Cash flows from financing activities for the nine months ended
September 30, 1997 included partnership distributions of $150.8 million,
and minority interest distributions of $20.8 million. Mortgage and
other indebtedness borrowings, net of repayments and advances to
affiliate, of $208.8 million were used primarily to fund development and
other investment activity. The other refinancing transaction of $21.0
million was for the acquisition of a contingent interest feature on four
mortgage loans.
Inflation
Inflation has remained relatively low during the past three years
and has had a minimal impact on the operating performance of the
Properties. Nonetheless, substantially all of the tenants' leases
contain provisions designed to lessen the impact of inflation. Such
provisions include clauses enabling the Simon Operating Partnership to
receive percentage rentals based on tenants' gross sales, which
generally increase as prices rise, and/or escalation clauses, which
generally increase rental rates during the terms of the leases. In
addition, many of the leases are for terms of less than ten years, which
may enable the Simon Operating Partnership to replace existing leases
with new leases at higher base and/or percentage rentals if rents of the
existing leases are below the then-existing market rate. Substantially
all of the leases, other than those for anchors, require the tenants to
pay a proportionate share of operating expenses, including common area
maintenance, real estate taxes and insurance, thereby reducing the Simon
Operating Partnership's exposure to increases in costs and operating
expenses resulting from inflation.
However, inflation may have a negative impact on some of the Simon
Operating Partnership's other operating items. Interest and general and
administrative expenses may be adversely affected by inflation as these
specified costs could increase at a rate higher than rents. Also, for
tenant leases with stated rent increases, inflation may have a negative
effect as the stated rent increases in these leases could be lower than
the increase in inflation at any given time.
Other
The shopping center industry is seasonal in nature, particularly in
the fourth quarter during the holiday season, when tenant occupancy and
retail sales are typically at their highest levels. In addition,
shopping malls achieve most of their temporary tenant rents during the
holiday season. As a result of the above, earnings are generally
highest in the fourth quarter of each year.
<PAGE> 15
Part II - Other Information
Item 1: Legal Proceedings
None.
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
The following Forms 8-K were filed during the current
period.
On July 22, 1997, under Item 5 - Other Events, the
Simon Operating Partnership reported its guarantee
related to the offering and sale of $100 million
aggregate principal amount of its 6 _% Notes due 2004 and
$150 million aggregate principal amount of its 7% Notes
due 2009, pursuant to the joint registration statement on
Form S-3 of SDG, LP and SPG, LP and the related
Prospectus, dated November 21, 1996, and Prospectus
Supplement, dated July 17, 1997. In addition, under Item
7 - Financial Statements and Exhibits, the Simon
Operating Partnership made available, in the form of
exhibits, certain documents relating to the issuance of
these notes.
On August 14, 1997 under Item 5 - Other Events, the
Simon Operating Partnership reported that the Board of
Directors of SDG, LP authorized the sale of up to $280
million aggregate principal amount of Medium-Term Notes
Due Nine Months or more from the Date of Issue. The
Board of Directors of SDG, LP had previously authorized
the sale of only $100 million aggregate principal amount
of such notes. The Medium-Term Notes and any amounts
payable with respect to them are guaranteed by the Simon
Operating Partnership. In addition, under Item 7 -
Financial Statements and Exhibits, the Simon Operating
Partnership made available, in the form of exhibits, the
opinion of its special counsel as to the legality of the
Medium-Term Notes.
<PAGE> 16
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.
SIMON PROPERTY GROUP, L.P.
BY: SIMON DEBARTOLO GROUP, INC.
General Partner
Principal Financial Officers:
Date: November 14, 1997 /s/ Stephen E. Sterrett /s/James R. Giuliano, III,
Stephen E. Sterrett, James R. Giuliano, III,
Senior Vice President Senior Vice President
and Treasurer
Principal Accounting Officer:
Date: November 14, 1997 /s/ John Dahl
John Dahl,
Senior Vice President and
Chief Accounting Officer
<PAGE> 17
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from SEC Form
10-Q and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 13,931
<SECURITIES> 0
<RECEIVABLES> 133,430<F1>
<ALLOWANCES> 0<F1>
<INVENTORY> 0
<CURRENT-ASSETS> 0<F2>
<PP&E> 2,561,205
<DEPRECIATION> 295,994
<TOTAL-ASSETS> 2,883,929
<CURRENT-LIABILITIES> 0<F2>
<BONDS> 2,527,807
0
99,923
<COMMON> 0
<OTHER-SE> (6,946)
<TOTAL-LIABILITY-AND-EQUITY> 2,883,929
<SALES> 0
<TOTAL-REVENUES> 456,228
<CGS> 0
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<OTHER-EXPENSES> 0
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<INTEREST-EXPENSE> 130,531
<INCOME-PRETAX> 69,153
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<F1>Receivables are stated net of allowances and also include accrued revenues.
<F2>Registrant does not report using a classified balance sheet.
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