UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
Form 10-Q
[X] QUARTERLY REPORT
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the quarterly period ended June 30, 1998
or
[ ] 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: Commission File Number:
333-61399 333-61399-01
CORPORATE PROPERTY INVESTORS, INC. CORPORATE REALTY CONSULTANTS, INC.
(Exact name of registrant as (Exact name of registrant as
specified in its charter) specified in its charter)
Delaware Delaware
(State or other jurisdiction of (State or other jurisdiction of
incorporation incorporation
or organization) or organization)
046268599 13-2838638
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
Three Dag Hammarskjold Plaza Three Dag Hammarskjold Plaza
305 East 47th Street 305 East 47th Street
New York, New York 10017 New York, New York 10017
(Address of principal executive (Address of principal executive
offices, including zip code) offices, including zip code)
(212) 421-8200 (212) 421-8200
(Registrant's telephone number, (Registrant's telephone number,
including area code) including area code)
Indicate by check mark whether the Registrants (1) have 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
Registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
25,330,409 shares of Common Stock, par value $.01 per share (the "CPI Common
Stock"), of Corporate Property Investors, Inc. ("CPI") paired with a related
beneficial interest in shares of Common Stock, par value $.10 per share ("CRC
Common Stock"), of Corporate Realty Consultants, Inc. ("CRC"), outstanding as
of September 22, 1998. 209,249 shares of 6.50% First Series Preferred Stock,
par value $1,000 per share (the "CPI Preferred Stock"), of CPI paired with a
related beneficial interest in shares of CRC Common Stock, outstanding as of
September 22, 1998.
<PAGE>
CORPORATE PROPERTY INVESTORS, INC.
AND CORPORATE REALTY CONSULTANTS, INC.
TABLE OF CONTENTS
Page
Number
Part I: Financial Information
Item 1. Financial Statements (Unaudited)
Corporate Property Investors, Inc
Consolidated Balance Sheets as of June 30, 1998
and December 31, 1997....................................... 2
Consolidated Statements of Income for the three
and six months ended June 30, 1998 and 1997................. 3
Consolidated Statements of Cash Flows for the six
months ended June 30, 1998 and 1997......................... 4
Notes to Unaudited Consolidated Financial Statements......... 5
Corporate Realty Consultants, Inc.
Consolidated Balance Sheets as of June 30, 1998
and December 31, 1997....................................... 13
Consolidated Statements of Operations for the three and
six months ended June 30, 1998 and 1997..................... 14
Consolidated Statements of Cash Flows for the six
months ended June 30, 1998 and 1997......................... 15
Notes to Unaudited Consolidated Financial Statements......... 16
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Corporate Property Investors, Inc............................ 19
Corporate Realty Consultants, Inc............................ 26
Part II: Other Information
Item 6. Exhibits and Reports on Form 8-K............................... 29
Signatures.............................................................. 31
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1: FINANCIAL STATEMENTS (UNAUDITED)
CORPORATE PROPERTY INVESTORS, INC.
CONSOLIDATED BALANCE SHEETS
June 30, December 31,
1998 1997
-----------------------------
(Unaudited)
($ in thousands)
Assets
Real estate investments:
Operating properties $ 1,892,694 $ 2,341,678
Operating properties held for sale 590,308
Investments in real estate joint ventures 89,757 109,172
Construction-in-progress and pre-construction
costs ($21,360 and $20,510) 46,519 31,697
Land held for development 7,350 22,420
Properties subject to net lease and other 18,781 21,529
----------- -----------
2,645,409 2,526,496
Cash and cash equivalents 75,866 124,808
Short-term investments 40,000
Receivables and other assets 113,246 118,950
----------- -----------
Total assets $ 2,834,521 $ 2,810,254
=========== ===========
Liabilities and Stockholders' Equity
Liabilities:
Mortgages payable $ 12,909 $ 15,645
Notes and Bonds payable 843,310 843,415
Accounts payable and other liabilities 158,392 148,580
----------- -----------
Total liabilities 1,014,611 1,007,640
----------- -----------
Stockholders' equity:
6.50% First Series Preferred Stock, $1,000
par value, 209,249 shares authorized, issued
and outstanding 209,249 209,249
CPI Common Stock, $.01 and $1 par value,
33,423,973 and 33,427,848 authorized, and
26,422,480 and 26,419,355 issued and
outstanding 264 26,419
Capital in excess of par value 1,629,028 1,602,111
Undistributed net income 95,338 78,851
Treasury shares, 1,092,071 and 1,092,500
shares of CPI Common Stock at cost (113,969) (114,016)
----------- -----------
Total stockholders' equity 1,819,910 1,802,614
----------- -----------
Total liabilities and stockholders' equity $ 2,834,521 $ 2,810,254
=========== ===========
The accompanying notes are an integral part of these statements.
<PAGE>
<TABLE>
CORPORATE PROPERTY INVESTORS, INC.
CONSOLIDATED STATEMENTS OF INCOME
<CAPTION>
For the Three Months For the Six Months
ended June 30, ended June 30,
----------------------- ----------------------
1998 1997 1998 1997
---- ---- ---- ----
($ in thousands, except per share amounts) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Revenue:
Minimum rent $ 84,720 $ 78,793 $ 170,201 $ 154,557
Overage rent (40) 2,357 3,058 4,730
Expense recoveries 38,450 33,988 75,423 67,608
Other revenues 2,020 1,184 3,564 2,156
Interest income 1,092 4,213 2,400 10,574
--------- --------- --------- ---------
Total revenue 126,242 120,535 254,646 239,625
--------- --------- --------- ---------
Expenses:
Property expenses 49,266 45,774 96,729 90,364
Provision for bad debts 719 654 1,445 1,283
Depreciation and amortization 19,428 23,021 41,762 45,509
Administrative, trustee and other
expenses 2,483 2,160 4,689 4,347
Interest expense 16,325 16,718 32,799 35,732
--------- --------- --------- ---------
Total expenses 88,221 88,327 177,424 177,235
--------- --------- --------- ---------
Income before equity in earnings of joint
ventures 38,021 32,208 77,222 62,390
Equity in earnings of joint ventures 5,107 4,657 10,661 9,911
--------- --------- --------- ---------
Income before gain on sales of properties
and merger-related costs 43,128 36,865 87,883 72,301
Gain (loss) on sales of properties 983 (480) 45,294 116,042
Merger-related costs (4,034) (11,573)
--------- --------- --------- -------
Net income 40,077 36,385 121,604 188,343
CPI Preferred Stock distributions earned (3,428) (3,428) (6,856) (6,856)
--------- --------- --------- ---------
Net Income available to CPI Common
Stockholders $ 36,649 $ 32,957 $ 114,748 $ 181,487
========= ========= ========= =========
Net Income per average share of CPI
Common Stock outstanding $ 1.45 $ 1.26 $ 4.53 $ 6.96
========= ========= ========= =========
Net Income per average share of CPI
Common Stock outstanding assuming
dilution $ 1.45 $ 1.26 $ 4.49 $ 6.83
========= ========= ========= =========
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
CORPORATE PROPERTY INVESTORS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
For the Six Months Ended
June 30,
1998 1997
---- ----
($ in thousands) (Unaudited)
<S> <C> <C>
Operating Activities
Net Income $ 121,604 $ 188,343
Adjustments to reconcile net income to
net cash provided by operating activities:
Equity in earnings of real estate joint ventures (10,661) (9,911)
Depreciation and amortization 41,762 45,509
Gain on disposition of properties (45,294) (116,042)
Decrease in receivables and other assets 7,948 6,733
Increase/(decrease) in accounts payable
and accrued expenses 1,548 (38,133)
--------- ---------
Net cash provided by operating activities 116,907 76,499
--------- ---------
Investing Activities
Investments in real estate (240,003) (47,732)
Investments in real estate joint ventures (14,399) (17,281)
Distributions from real estate joint ventures 43,900 59,645
Purchases of short-term investments (185,450)
Maturities of short-term investments 40,000 218,562
Proceeds from repayment of mortgage receivable
from related party 17,468
Proceeds from repayment of mortgages receivable from
real estate joint venture partners 45,822
Proceeds from disposition of properties 82,337 3,482
Other (1,223) (910)
--------- ---------
Net cash (used in)/provided by investing activities (71,920) 76,138
--------- ---------
Financing Activities
Repayment of Bonds payable at maturity (100,000)
Proceeds from revolving credit drawdown 75,000
Repayment of revolving credit drawdown (62,000)
Issuance of CPI Common Stock 924 60
Acquisition of CPI Common Stock (351)
Principal payments on mortgages (2,736) (2,620)
Cash distributions (105,117) (108,360)
--------- ---------
Net cash used in financing activities (93,929) (211,271)
--------- ---------
Decrease in cash and cash equivalents (48,942) (58,634)
Cash and cash equivalents at beginning of period 124,808 106,495
--------- ---------
Cash and cash equivalents at end of period $ 75,866 $ 47,861
========= =========
Supplemental Disclosure:
Interest paid (net of amounts capitalized) during the period $ 32,899 $ 41,339
Non-cash investing and financing activities:
Redemption of CPI Common Stock in exchange for real
estate interests $ 142,521
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(CORPORATE PROPERTY INVESTORS, INC.)
Description of Business
Corporate Property Investors, Inc. ("CPI") is a self managed real estate
investment trust ("REIT") under the Internal Revenue Code of 1986, as amended.
On March 13, 1998, CPI, formerly a Massachusetts business trust, reorganized
into a corporation under the laws of the State of Delaware. In connection with
CPI's incorporation, the par value of CPI Common Stock was reduced to $.01 par
value from $1 par value. CPI engages in the ownership, operation, management,
leasing, acquisition, development and expansion of income producing properties
located throughout the United States. As of June 30, 1998, CPI owned interests
in, directly or through interests in joint ventures, 23 regional shopping
centers, the General Motors Building in New York City, three smaller office
buildings and other properties.
The proportionate property revenues of CPI's lines of business for the six
months ended June 30, 1998 and 1997 are summarized as follows:
June 30
-------------------
1998 1997
---- ----
Regional shopping centers 80% 78%
General Motors Building 17 18
Other office buildings 2 3
Other 1 1
--- ---
100% 100%
=== ===
CPI stockholders, in proportion to the respective number of CPI shares owned
by them, own beneficial interests in the Corporate Realty Consultants, Inc.
("CRC") Trusts, in which all of the outstanding shares of CRC have been
deposited. Ownership of CRC shares is not evidenced by a separate stock
certificate and cannot be transferred separately from the corresponding CPI
shares. All directors of CRC must be directors of CPI, and the senior
executive officers of CPI are also officers of CRC. The foregoing arrangements
create a "paired-share REIT" structure for federal income tax purposes.
On February 19, 1998 CPI and CRC signed a definitive agreement to merge a
substantially wholly owned subsidiary of CPI with and into Simon DeBartolo
Group, Inc. ("SDG") (the "Merger") which is described in note (1) of the
Commitments, Contingencies and Other Comments footnote herein.
Basis of Presentation
The accompanying unaudited consolidated financial statements 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 financial statements for these interim
periods have been included. The results for the three month and six month
periods ended June 30, 1998 are not necessarily indicative of the results to
be obtained for the year ended December 31, 1998. These financial statements
should be read in conjunction with the consolidated financial statements and
accompanying notes included in the Registration Statement on Form S-4 dated
August 13, 1998 filed by CPI and CRC.
The consolidated financial statements include the accounts of CPI and its
consolidated subsidiaries. Significant intercompany balances, transactions and
accounts are eliminated in consolidation. Investments in real estate joint
ventures which represent non-controlling ownership interests are accounted for
using the equity method of accounting.
<PAGE>
Investments in Real Estate Joint Ventures
CPI has a 50% interest in seven real estate joint ventures, each of which own
and operate a shopping center. CPI also has a 50% interest in Mall of Georgia
L.L.C., a joint venture which is developing a regional shopping center in
Georgia. CPI has guaranteed the joint venture's $200 million loan in exchange
for a priority distribution (see "Commitments, Contingencies and Other
Comments"). Generally, net income/(loss) for each joint venture is allocated
consistent with the ownership interests held by each joint venturer.
As of June 30, 1998 and December 31, 1997, the unamortized excess of CPI's
investment over its share of the equity in the underlying net assets of the
joint ventures was approximately $42.0 million and $42.4 million,
respectively. This excess is amortized over the estimated lives of the related
real estate assets. The combined condensed balance sheets of the real estate
joint ventures, as of June 30, 1998 and December 31, 1997 and the related
statements of net income for the six months ended June 30, 1998 and 1997 are
as follows:
($ in thousands) 1998 1997
---- ----
Assets
Real estate assets $ 357,748 $ 322,467
Other 41,403 26,995
--------- ---------
Total Assets $ 399,151 $ 349,462
========= =========
Liabilities
Mortgages payable $ 306,712 $ 237,868
Other 11,345 10,675
--------- ---------
Total Liabilities $ 318,057 $ 248,543
========= =========
Joint Venturers' Equity
CPI $ 47,710 $ 66,816
Others 33,484 34,103
--------- ---------
Total Joint Venturers' Equity $ 81,094 $ 100,919
========= =========
Income $ 60,339 $ 57,261
Expenses (37,995) (38,943)
--------- ---------
Net Income $ 22,344 $ 18,318
========= =========
<PAGE>
Income Per Share of CPI Common Stock
In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, "Earnings per Share." Statement 128 replaced the calculation of
primary and fully diluted earnings per share with basic and diluted earnings
per share. Basic earnings per share excludes any dilutive effects of options,
warrants and convertible securities. All earnings per share amounts for all
periods have been presented to conform to Statement 128 requirements. The
following table sets forth the computation of basic and diluted earnings per
share of CPI Common Stock for the six months ended June 30, 1998 and 1997:
<TABLE>
<CAPTION>
($ in thousands, except per share data) 1998 1997
---- ----
<S> <C> <C>
Numerator:
Net Income $ 121,604 $ 188,343
6.50% First Series Preferred Stock distributions earned (6,856) (6,856)
------------ ------------
Numerator for basic earnings per share-income
available to CPI Common Stockholders 114,748 181,487
Effect of dilutive securities:
6.50% First Series Preferred Stock distributions
earned 6,856 6,856
------------ ------------
Numerator for diluted earnings per share $ 121,064 $ 188,343
============ ============
Denominator:
Denominator for basic earnings per share-weighted
average shares 25,353,000 26,063,000
Effect of dilutive securities:
Employee Stock Options 235,000
6.50% First Series Preferred Stock 1,504,000 1,504,000
------------ ------------
Denominator for diluted earnings per share 27,092,000 27,567,000
============ ============
Basic earnings per share $ 4.53 $ 6.96
============ ============
Diluted earnings per share $ 4.49 $ 6.83
============ ============
</TABLE>
The above computations are based upon the dilutive effects of agreements
presently in effect. The basis for such computations is anticipated to change
in the event the Merger with SDG (see "Commitments, Contingencies and Other
Comments") is consummated.
New Accounting Pronouncements
On May 21, 1998, the Emerging Issues Task Force of the Financial Accounting
Standards Board reached a final consensus regarding Issue 98-9, "Accounting
for Contingent Rent in Interim Financial Periods" (EITF 98- 9). The final
consensus requires that the lessor defer recognition of contingent rental
income, such as overage rent, until specified targets are met and amounts
become billable to tenants. Although this consensus will not have a material
effect on CPI's annual results, it is anticipated to impact the amount of
overage rent recognized in the first three quarters of the calendar year. CPI
adopted the consensus reached in EITF 98-9 during the second quarter of 1998
which had the effect of reducing net income by $3.3 million ($.13 per share of
CPI Common Stock) for the six months ended June 30, 1998. Had this accounting
change been applied to the 1997 financial statements it would have resulted in
a $2.3 million ($.09 per share of CPI Common Stock) decrease to net income for
the six months ended June 30, 1997.
<PAGE>
In June 1997, the Financial Accounting Standards Board issued Statement No.
131, "Disclosures about Segments of an Enterprise and Related Information,"
which is effective for fiscal years beginning after December 15, 1997. CPI
intends to implement the operating and reportable segment rules in its
year-end, audited financial statements.
Reclassifications
Certain reclassifications have been made to the June 30, 1997 financial
statements to conform to the presentation for the period ended June 30, 1998.
These reclassifications have no significant impact on CPI's financial
statements.
Acquisitions and Dispositions
On December 31, 1996 and January 2, 1997, respectively, CPI, at costs of $198
million and $145 million, respectively, redeemed 1.51 million and 1.09 million
shares of CPI Common Stock (and acquired related interests in CRC) held by a
stockholder in exchange for $13 million in cash and interests in three
shopping center properties valued at $330 million. The exchanges resulted in
gain on disposition of the properties of $186.7 million, of which $71.7
million was recognized in December 1996 and $115 million was recognized in
January 1997.
On January 9, 1998, CPI purchased a regional shopping center and adjoining
land parcels located in Atlanta, Georgia for $198 million. Approximately $40
million was borrowed under a revolving credit facility to partially fund the
purchase.
On January 30, 1998, CPI sold a regional shopping center for $81 million and
recorded a gain on the sale of $43 million. Proceeds from the sale were used
to repay the aforementioned borrowing under the revolving credit facility.
The following pro forma results of operations for the six months ended June
30, 1998 and 1997 assume the acquisition and dispositions closed as of January
1, 1997 and give effect to adjustments for depreciation expense related to the
interest in property acquired and elimination of gain on the disposition of
the properties.
Six Months Ended June 30,
1998 1997
---- ----
($ in thousands)
Rentals and related property income $ 251,224 $ 232,129
========= =========
Net Income $ 78,300 $ 76,052
========= =========
Net Income per average share $ 2.82 $ 2.65
of CPI Common Stock outstanding ========= =========
<PAGE>
<TABLE>
Real Estate
($ in thousands)
<CAPTION>
Accumulated
Construction & Land Held Depreciation
Buildings & Pre-Construction for and Mortgages
June 30, 1998 Land Leaseholds Costs Development Amortization Payable
- - - ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Shopping centers $ 225,215 $2,122,427 $ 46,519 $ 6,834 $520,623 $ 1,250
Office buildings held for sale 14,606 685,454 1,809 111,561 10,707
Office buildings (including related
mortgage loan of $20,565) and
industrial park 11,053 74,339 516 19,717
Properties subject to net lease (principally
retail facilities) and other (including
mortgage loans of $6,939) 6,040 19,172 6,431 952
---------- ---------- ---------- ------- -------- -------
$ 256,914 $2,901,392 $ 48,328 $ 7,350 $658,332 $12,909
========== ========== ========== ======= ======== =======
Accumulated
Construction & Land Held Depreciation
Buildings & Pre-Construction for and Mortgages
June 30, 1998 Land Leaseholds Costs Development Amortization Payable
- - - ------------------------------------------------------------------------------------------------------------------------------
Shopping centers $ 196,052 $2,013,456 $ 30,994 $ 6,835 $ 517,386 $ 1,361
Office buildings (including related
mortgage loan of $20,565) and
industrial park 25,819 744,839 703 516 121,102 13,230
Properties subject to net lease (principally
retail facilities) and other (including
mortgage loans of $22,054 of which
$15,069 is related) 6,796 20,993 15,069 6,260 1,054
---------- ---------- ---------- ------- ---------- -------
$ 228,667 $2,779,288 $ 31,697 $22,420 $ 644,748 $15,645
========== ========== ========== ======= ========== =======
</TABLE>
<PAGE>
Receivables and Other Assets
June 30, December 31,
1998 1997
($ in thousands)
Receivables (principally rentals) less allowance
of $18,408 and $18,429 $ 66,785 $ 71,363
Prepaid expenses and deferred charges 15,361 20,301
Deferred compensation plan investments 15,792 13,643
Issue costs on recourse debt, net of
accumulated amortization of $4,007 and
$3,614 6,284 6,677
Tenant security deposits 3,556 2,380
Other 5,468 4,586
-------- --------
$113,246 $118,950
======== ========
Commitments, Contingencies and Other Comments
(1) On February 19, 1998, CPI and CRC signed a definitive agreement (the
"Merger Agreement") to merge a substantially wholly owned subsidiary
of CPI with and into SDG, a publicly-traded REIT. In connection
therewith, on August 13, 1998, CPI and CRC filed a Registration
Statement on Form S-4, which included the prospectus for CPI and CRC
and the proxy statement for SDG, with the Securities and Exchange
Commission. The Merger has been approved by Board of Directors of
each company which is a party to the Merger Agreement. Pursuant to
stockholder voting agreements entered into at the time the Merger
Agreement was executed, approximately two-thirds of CPI's
stockholders agreed to approve the transaction, which is subject to
the approval of the stockholders of SDG and other stockholders of
CPI and CRC, as well as customary regulatory approvals and other
conditions. The CPI, CRC and SDG stockholders' meetings to vote on
the Merger are scheduled for September 23, 1998. The transaction is
expected to be completed (the "Effective Time") on September 24,
1998 (the "Effective Date"). As of the Effective Time, (i) a
substantially wholly owned subsidiary of CPI will merge with and
into SDG, the shares of which will be exchanged for shares of CPI;
(ii) CPI will be renamed Simon Property Group, Inc. ("SPG"); and
(iii) CRC will be renamed SPG Realty Consultants, Inc. The Boards of
Directors of SPG and SPG Realty Consultants, Inc. will each consist
of 13 directors and will each include three directors designated by
CPI. The officers of SPG and SPG Realty Consultants, Inc. will
include two present officers of CPI and CRC.
Each share of CPI Common Stock will be entitled to receive $90 in
cash (subject to adjustment), 2.0818 shares of common stock of SPG
and .19 shares of Series B Convertible Preferred Stock of SPG. The
common stock component of the consideration is based upon a
fixed exchange ratio of 2.0818 shares of SPG, and the cash portion
is subject to a 15% symmetrical collar based upon the price of SDG
common stock determined in a period ending shortly prior to closing
of the Merger. Adjustments related to such collar will be in cash.
In connection with the Merger, it is anticipated that substantially
all of CPI's assets will be transferred to The Retail Property Trust
("RPT"), a REIT subsidiary of Simon DeBartolo Group, L.P. (the "SDG
Operating Partnership"). RPT will assume CPI's obligations under
certain notes issued pursuant to CPI indentures. SDG and CPI have
received inquiries from certain note holders as to the means being
utilized to effect compliance with the terms of the note indentures
in connection with the Merger. Certain of such holders have
expressed their view that they do not believe compliance may be
effected without receiving waivers from the requisite percentage of
CPI's noteholders. CPI and SDG believe that the transfer of CPI's
assets to RPT and RPT's assumption of CPI's liabilities fully
complies with the provisions of the note indentures.
In the first six months of 1998, CPI incurred approximately $11.6
million of Merger-related costs, principally legal and advisory
fees, which are included in the accompanying statements of income.
If
<PAGE>
the Merger is effected, additional Merger costs, including severance
payments pursuant to CPI's present policies, professional fees and
other transaction costs, payable by CPI or its successor are
projected to be approximately $71 million.
(2) CPI sold the General Motors Building, New York City on July 31, 1998
for $800 million in cash and realized a gain of $204 million ($8.05
per share of CPI Common Stock). CPI has agreed in principle to sell
the Rockaway Office Building in Rockaway, New Jersey for $6.8
million. Such sale is anticipated to close sometime in the third
quarter of 1998. The sale will result in an estimated gain of
approximately $2 million ($.08 per share of CPI Common Stock).
The combined carrying amount of the General Motors Building and the
Rockaway Office Building of $590 million is separately classified in
the June 30, 1998 consolidated balance sheet. CPI ceased recording
depreciation expense on these properties on the date they became
properties held for sale. Rentals and related property income and
net income from these properties included in the consolidated
statements of income are summarized as follows:
Six Months ended June 30,
1998 1997
---- ----
($ in thousands)
Rentals and related property income $46,172 $45,264
======= =======
Net income $22,882 $15,739
======= =======
(3) CPI has entered into commitments for future real estate investments
aggregating approximately $138 million and $122 million at June 30,
1998 and December 31, 1997, respectively.
(4) CPI is a defendant in various lawsuits arising in the ordinary
course of business. In the opinion of management, based upon the
advice of both outside and corporate counsel, resolving these
actions will not have a material effect upon CPI's financial
condition.
(5) On August 6, 1998, the CPI Directors declared: (i) distributions
($49.1 million) of $1.94 per share of CPI Common Stock to
stockholders of record at the close of business on August 14, 1998,
payable August 17, 1998; (ii) in accordance with the terms of the
Merger Agreement a per share, per diem distribution of $.0213 from
and including July 1, 1998, through the date of the Merger, payable
on the Effective Date of the Merger to stockholders of record as of
the close of business on the date immediately prior to the Effective
Date of the Merger; and (iii) subject to the earning of sufficient
cash flow, as defined, for the six month period ending September 30,
1998, $32.76 per share of 6.50% First Series Preferred Stock to
stockholders of record at the close of business on September 15,
1998, payable September 30, 1998.
(6) On August 6, 1998, the Board of Directors of CRC declared
distributions ($.27 million) of $.10 per share of CRC Common Stock
(which is equivalent to 1 cent per share of CPI Common Stock) to
stockholders of record at the close of business on August 14, 1998,
payable August 17, 1998 and, in accordance with the terms of the
Merger Agreement, the Directors of CRC declared a per share, per
diem distribution of $.0011 (which is equivalent to $.0001 per share
of CPI Common Stock) from and including July 1, 1998, through the
date of the Merger, payable on the Effective Date of the Merger to
stockholders of record as of the close of business on the date
immediately prior to the Effective Date of the Merger.
(7) CPI has agreed to fully guarantee the payment of all installments of
interest and principal on a $200 million loan granted on June 30,
1998 between Mall of Georgia, L.L.C., a joint venture developing a
regional shopping center in which CPI has a 50% interest, and
Teachers Insurance and Annuity Association of America and the
Prudential Insurance Company of America (the "Guaranty"). CPI has
further guaranteed the lien-free completion of construction of
certain improvements on the Mall of Georgia site. In exchange for
the Guaranty, CPI receives a priority distribution from the joint
venture equal to the excess of 9% on the guaranteed loan balance
over the actual interest accrued on the loan, such interest accruing
at 7.09% per annum. Prior to December 31, 2002, CPI can be fully or
partially released from the Guaranty if certain conditions are met
as defined in the Guaranty. As of June 30, 1998, $71 million has
been drawn down under the loan agreement. CPI has not accrued a
liability at June 30, 1998 as no events have occurred, or are
probable of occurring, which would require funding of the guaranteed
payments.
<PAGE>
(8) CPI has entered into a $250 million revolving credit agreement with
13 banks. The agreement terminates on June 26, 2001 but is
anticipated to be terminated at the time of the Merger. Interest, at
CPI's choice, is computed at (1) a rate determined by a competitive
bidding process, (2) a rate equal to a spread (currently 5/8%) over
the adjusted London Interbank Offered Rate ("LIBOR") or (3) a rate
equal to a spread (currently 0%) over the higher of the prime rate
or 1/2% over the Federal Funds rate. The interest rate on each
LIBOR-based borrowing is fixed at the time of borrowing. As of June
30, 1998, $13 million was outstanding pursuant to this agreement.
Such outstanding balance was repaid in July 1998.
<PAGE>
CORPORATE REALTY CONSULTANTS, INC.
AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, Dec. 31,
1998 1997
(Unaudited)
($ in thousands, except per share amounts)
Assets
Real estate investments:
Buildings, net of accumulated depreciation
and amortization of $11,077 and $10,613 $ 17,058 $ 16,938
Investments in joint ventures 3,573 18,007
Land (including $400 held for sale) 4,595 4,595
-------- --------
25,226 39,540
Cash and cash equivalents 2,416 4,147
Tenant receivables 638 478
Note receivable due from office building tenant 513 584
Fees receivable (including $365 and $485 from
related parties) 365 505
Prepaid real estate taxes and other assets
(including $197 due from CPI as of June 30,
1998) 708 809
-------- --------
Total assets $ 29,866 $ 46,063
======== ========
Liabilities and Stockholders' Equity
Liabilities:
Mortgages payable (including $20,565
payable to CPI) $ 21,622 $ 21,749
Notes payable to CPI 15,069
Deferred taxes 3,374 3,564
Other liabilities (including $723 and $655
payable to CPI) 1,335 1,365
-------- --------
26,331 41,747
-------- --------
Stockholders' equity:
CRC Common Stock, $.10 par value,
3,542,767.5 shares authorized, and
2,684,238.9 and 2,683,883.5 shares
issued and outstanding 268 268
Capital in excess of par value 13,355 13,352
Accumulated deficit (10,088) (9,304)
-------- --------
3,535 4,316
-------- --------
Total liabilities and stockholders'
equity $ 29,866 $ 46,063
======== ========
The accompanying notes are an integral part of these statements.
<PAGE>
<TABLE>
CORPORATE REALTY CONSULTANTS, INC.
AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
-------------------- --------------------
1998 1997 1998 1997
-------- -------- -------- --------
(Unaudited) (Unaudited)
($ in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Revenue:
Minimum rent (including $365, $232,
$731, and $613 from CPI) $ 775 $ 885 $ 1,557 $ 1,773
Expense recoveries (including $208,
$190, $362, and $370 from CPI) 258 296 470 569
Fee income (including $ - , $415,
$ - and $850 from related parties) 425 3 865
Interest and other income 40 67 108 191
------- ------- -------- -------
Total revenue 1,073 1,673 2,138 3,398
------- ------- -------- -------
Expenses:
Property operating expenses
(including $87, $88, $225 and
$225 to CPI) 694 777 1,367 1,525
Management fees (including $ - ,
$350, $ - and $700 to CPI) 70 393 77 787
Mortgage interest (including $309,
$309, $617 and $617 to CPI) 338 342 676 685
Depreciation and amortization 235 211 464 424
Administrative and other (including
$37, $40, $75, and $78 to CPI) 188 58 265 155
Total expenses 1,525 1,781 2,849 3,576
------- ------- ------- -------
(Loss) before equity in income of joint
ventures (452) (108) (711) (178)
Equity in income of joint ventures 127 83 274 307
------- ------- ------- -------
Income (loss) before gain on sale of
partnership interests (325) (25) (437) 129
Gain on sale of partnership interests
to CPI 1,259 1,259
------- ------- ------- -------
Income (loss) before provision for
income taxes (325) 1,234 (437) 1,388
Provision (benefit) for income taxes (123) 310 (190) 485
------- ------- ------- -------
Net income (loss) $ (202) $ 924 $ (247) $ 903
======= ======= ======= =======
Net income (loss) per average share
outstanding (basic and diluted) $ (0.07) $ 0.34 $ (0.09) $ 0.33
======= ======= ======= =======
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
CORPORATE REALTY CONSULTANTS, INC.
AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
For the Six Months
Ended June 30
1998 1997
-------- --------
(Unaudited)
<S> <C> <C>
($ in thousands)
Operating Activities
Net income (loss) $ (247) $ 903
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Equity in income of joint ventures (274) (307)
Depreciation and amortization 464 424
Gain on sale of partnership interests to CPI (1,259)
Decrease in receivables, prepaid real estate taxes
and other assets (including $(77) and $326
from related parties) 152 645
Decrease in deferred taxes and other liabilities
(including $68 and $(330) to CPI) (220) (84)
-------- --------
Net cash (used in)/provided by operating activities (125) 322
-------- --------
Investing Activities
Investments in buildings (584) (65)
Investments in joint ventures (2,833) (13,923)
Distributions from joint ventures 18,507 591
Proceeds from sale of partnership interests to CPI 2,363
-------- --------
Net cash provided by/(used in) investing activities 15,090 (11,034)
-------- --------
Financing Activities
Proceeds from issuance of notes payable received from
CPI 2,408 12,036
Repayment of notes payable and accrued interest to CPI (18,443)
Mortgage principal payments (127) (117)
Acquisition and retirement of CRC Common Stock 3 (486)
Cash distributions (537) (564)
-------- --------
Net cash (used in)/provided by financing activities (16,696) 10,869
-------- --------
(Decrease)/increase in cash and cash equivalents (1,731) 157
Cash and cash equivalents at beginning of period 4,147 4,797
-------- --------
Cash and cash equivalents at end of period $ 2,416 $ 4,954
======== ========
Supplemental Disclosure:
Interest paid (net of amounts capitalized) during the period
(including $514 and $617 paid to CPI) $ 563 $ 676
Income taxes paid during the period $ 137 $ 23
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(CORPORATE REALTY CONSULTANTS, INC. AND CONSOLIDATED SUBSIDIARIES)
Description of Business
Corporate Realty Consultants, Inc. ("CRC"), a Delaware corporation, engages
primarily in the ownership, operation, acquisition and development of real
estate properties either directly or through interests in joint ventures. CRC
was formed in October 1975 for the purpose of engaging in real estate
activities that might be problematic for CPI, a self managed real estate
investment trust ("REIT") which engages in the ownership, operation,
management, leasing, acquisition, development and expansion of income
producing properties throughout the United States, because of its
qualification as a REIT for federal income tax purposes. CPI and CRC are
parties to an agreement pursuant to which CRC may not engage in any activity
that could be engaged in by CPI without jeopardizing its status as a REIT
unless CPI shall have been given a right of first refusal to engage in such
activity, and CPI may not refer to any person other than CRC any business
opportunity that could not be engaged in by CPI without jeopardizing its
status as a REIT unless CRC shall have been given the right of first refusal
to take advantage of such opportunity.
All outstanding shares of CRC have been deposited in two trusts (the "CRC
Trusts") under (1) a Trust Agreement dated October 30, 1979, among CRC, Bank
of Montreal Trust Company (the current trustee) and Corporate Property
Investors, predecessor to CPI, and (2) a Trust Agreement dated August 26,
1994, among CRC, Bank of Montreal Trust Company (the current trustee) and
certain holders of shares of CPI 6.50% First Series Preferred Stock. The
beneficial interests in the CRC Trusts are owned by stockholders of CPI in
proportion to the respective number of CPI shares owned by such stockholders.
Ownership of CRC shares is not evidenced by a separate stock certificate and
cannot be transferred separately from the corresponding CPI shares. All
directors of CRC must be directors of CPI, and the senior executive officers
of CPI are also officers of CRC. The foregoing arrangements create a
"paired-share REIT" structure for federal income tax purposes.
On February 19, 1998 CPI and CRC signed a definitive agreement to merge a
substantially wholly owned subsidiary of CPI with and into Simon DeBartolo
Group, Inc. ("SDG") (the "Merger") which is described in note (1) of the
Commitments, Contingencies and Other Comments footnote herein.
Basis of Presentation
The accompanying unaudited consolidated financial statements 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 financial statements for these interim
periods have been included. The results for the three month and six month
periods ended June 30, 1998 are not necessarily indicative of the results to
be obtained for the year ended December 31, 1998. These financial statements
should be read in conjunction with the consolidated financial statements and
accompanying notes included in the Registration Statement on Form S-4 dated
August 13, 1998 filed by CPI and CRC.
The consolidated financial statements include the accounts of CRC and its
wholly owned consolidated subsidiaries. Significant intercompany balances,
transactions and accounts are eliminated in consolidation. Investments in
joint ventures which represent noncontrolling 25%, 50% and 85% ownership
interests and in which CRC exercises influence over the joint ventures'
operating and financial policies are accounted for under the equity method of
accounting. Investments in partnerships in which CRC exercises no influence
over the partnerships' operating and financial policies (reflected as other
investments in the accompanying consolidated balance sheets) are accounted for
under the cost method of accounting. Generally, net income/(loss) for each
joint venture and partnership is allocated consistent with the ownership
interests held by each joint venturer and partner.
Investments in Joint Ventures
At June 30, 1998 and December 31, 1997, CRC's investment in joint ventures
consists of (1) an 85% noncontrolling interest in Mill Creek Land, LLC ("Mill
Creek") which was formed in 1997 to purchase, improve and sell land in
Gwinnett County, Georgia and (2) a 25% limited partner interest in Cambridge
Hotel Associates, a partnership which provides management and advisory
services to the Cambridge Hotel in Cambridge, Massachusetts. CRC and its joint
venture partner at Mill Creek share equally in all the development, operating
and financial policy decision making of the joint venture. CRC funded
approximately
<PAGE>
$16.4 million of its total contribution to Mill Creek of $19.6 million from
notes payable to CPI (see "Notes Payable"). CRC repaid such notes in April and
June 1998 with the proceeds it received from Mill Creek's joint venture
distributions. Mill Creek capitalizes all costs clearly associated with the
acquisition, development and construction of its projects and recognizes
profit on land sales in accordance with Financial Accounting Standards Board
Statement No. 66, "Accounting for Sales of Real Estate."
CRC also held a 50% interest in Corporate Realty Capital, a partnership which
generated fee income by providing mortgage banking services. As of December
31, 1997, Corporate Realty Capital ceased its operations and liquidated
partnership assets. CRC will make no further contributions and expects no
further distributions from Corporate Realty Capital.
As of June 30, 1998 and December 31, 1997, the excess of CRC's investment over
its share of the equity in the underlying net assets of the joint ventures was
approximately $2.2 million and $1.3 million, respectively. The combined
condensed balance sheets of the joint ventures as of June 30, 1998 and
December 31, 1997 and the related statements of net income for the six months
ended June 30, 1998 and 1997 are as follows.
June 30, December 31,
($ in thousands) 1998 1997
------ -----
(Unaudited)
Assets:
Real estate assets $20,146 $18,746
Other 3,000 3,188
------- -------
Total assets $23,146 $21,934
======= =======
Liabilities:
Mortgage payable $20,782 $ --
Accounts payable and other 548 2,088
------- -------
Total liabilities $21,330 $ 2,088
======= =======
Joint Ventures' Equity:
CRC $ 1,399 $16,739
Others 417 3,107
------- -------
Total joint venturers' equity $ 1,817 $19,846
======= =======
For the Six Months
Ended June 30,
1998 1997
---- ----
(Unaudited)
Income $ 1,332 $ 2,022
Expenses 2 328
------- -------
Net Income $ 1,330 $ 1,694
======= =======
Income Per Share of CRC Common Stock
In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, "Earnings per Share." Statement 128 replaced the calculation of
primary and fully diluted earnings per share with basic and diluted earnings
per share. Basic earnings per share excludes any dilutive effects of options,
warrants and convertible securities. The weighted average shares of CRC Common
Stock outstanding used in the basic calculation are 2,684,000 and 2,754,000
for the six months ended June 30, 1998 and 1997, respectively. Exercise of
outstanding stock options would result in an additional 23,500 shares of CRC
Common Stock outstanding for the six months ended June 30, 1998. For the six
months ended June 30, 1998 diluted earnings per share exclude these options
because the exercise of such options would have been antidilutive.
Notes Payable
At December 31, 1997, the aggregate principal amount of the notes payable to
CPI was $14 million. Such notes were unsecured, were to mature in 2007 and
accrued interest at 12% per annum. The interest, which was compounded monthly
and capitalized to the note balances, amounted to $1.1 million at December 31,
1997. In April and June 1998, CRC fully repaid the notes, which had an
aggregate principal amount of $16.4 million, and accrued interest thereon of
$2.1 million.
<PAGE>
Related Party Transactions
Management and Consulting Services
CRC paid CPI for management and consulting services. Fees paid to CPI for the
six months ended June 30, 1997 were approximately $.7 million. No fees were
paid in 1998.
CRC also reimburses CPI for general and administrative expenses and payroll
and related expenses incurred on CRC's behalf. Such reimbursements, included
in administrative and other on the accompanying consolidated statements of
operations, amounted to approximately $.1 million for each of the six months
ended June 30, 1998 and 1997.
Pembrook Management Inc. ("PMI") was the managing agent for all of CPI's
wholly-owned properties and certain properties in which CPI holds a joint
venture interest under various management agreements. PMI assigned certain
property management aspects of these management agreements, including leasing,
legal and marketing services to CRC for which PMI paid CRC $.9 million for the
six months ended June 30, 1997. Such fees are included in fee income on the
accompanying consolidated statements of operations. PMI ceased business
operations on December 31, 1997, at which time CPI commenced management of the
properties.
Loan and Lease Commitments
CRC has a mortgage payable and, at December 31, 1997, notes payable to CPI
(See "Notes Payable").
CRC receives rental and operating expense recovery income from CPI for space
leased in the New York City office building it occupies. Rental and operating
expense recovery income earned from CPI amounted to approximately $1.1 million
and $1 million for the six months ended June 30, 1998 and 1997, respectively.
In addition, CRC is liable to CPI for an overpayment of rent. This
overpayment, which resulted from a lease modification effective January 1,
1997, amounted to $274,319 and $296,478, respectively, at June 30, 1998 and
December 31, 1997, and is included in other liabilities in the accompanying
consolidated balance sheets. This liability was repaid in September 1998.
Other
On April 1, 1997 CRC sold its approximately 1% limited partner interests in
three partnerships, each of which owned property held for investment, to the
general partner, CPI, for approximately $2.4 million and realized a gain on
the sale of approximately $1.3 million.
Commitments, Contingencies and Other Comments
(1) On February 19, 1998, CPI and CRC signed a definitive agreement (the
"Merger Agreement") to merge a substantially wholly owned subsidiary of
CPI with and into SDG, a publicly-traded REIT. In connection therewith,
on August 13, 1998, CPI and CRC filed a Registration Statement on Form
S-4, which included the prospectus for CPI and CRC and the proxy
statement for SDG, with the Securities and Exchange Commission. The
Merger has been approved by the Board of Directors of each company which
is a party to the Merger Agreement. Pursuant to stockholder voting
agreements entered into at the time the Merger Agreement was executed,
approximately two-thirds of CPI's stockholders agreed to approve the
transaction, which is subject to the approval of the stockholders of SDG
and other stockholders of CPI and CRC, as well as customary regulatory
approvals and other conditions. The CPI, CRC and SDG stockholders'
meetings to vote on the merger are scheduled for September 23, 1998. The
transaction is expected to be completed (the "Effective Time") on
September 24, 1998 (the "Effective Date"). As of the Effective Time, (i)
a substantially wholly owned subsidiary of CPI will merge with and into
SDG, the shares of which will be exchanged for shares of CPI; (ii) CPI
will be renamed Simon Property Group, Inc. ("SPG"); and (iii) CRC will be
renamed SPG Realty Consultants, Inc. The Boards of Directors of SPG and
SPG Realty Consultants, Inc. will each consist of 13 directors and will
each include three directors designated by CPI. The officers of SPG and
SPG Realty Consultants, Inc. will include two present officers of CPI and
CRC.
(2) On August 6, 1998, the Directors of CRC declared distributions ($.27
million) of $.10 per share of CRC Common Stock to stockholders of record
at the close of business on August 14, 1998, payable August 17, 1998 and,
in accordance with the terms of the Merger Agreement, the Directors of
CRC declared a per share, per diem distribution of $.0011 from and
including July 1, 1998, through the date of the Merger, payable on the
Effective Date of the Merger to stockholders of record as of the close of
business on the date immediately prior to the Effective Date of the
Merger.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
CORPORATE PROPERTY INVESTORS, INC.
Certain statements made in this section may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Any forward-looking statements contained herein do not take into
account the proposed Merger with SDG. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of CPI 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, without
limitation, affect demand for office and retail space, availability and
creditworthiness of prospective tenants, lease rents and availability of
financing; adverse changes in the real estate markets including, without
limitation, competition with other companies, risks of real estate development
and acquisition; risks relating to year 2000 issues; governmental actions and
initiatives; and environmental/safety requirements.
The financial results reported reflect the following significant events:
1. The redemption in January 1997, at a cost of $145 million, of 1.09
million shares of CPI Common Stock (and related interests in CRC) in
exchange for a joint venture interest in North Star Mall;
2. The purchase for $198 million of the Phipps Plaza, Atlanta, Georgia
regional shopping center and peripheral land in January 1998; and
3. The sale for $81 million in cash of Burnsville Center, Minneapolis,
Minnesota in January 1998.
Results of Operations
Three Months Ended June 30, 1998 vs. Three Months Ended June 30, 1997
Total revenue increased by $5.7 million, or 4.7%, in the three months ended
June 30, 1998 as compared to the three months ended June 30, 1997. Principal
positive changes were the acquisition of Phipps Plaza regional shopping center
($4.4 million), increases aggregating approximately $1.2 million in cost
recoveries from tenants (principally real estate taxes and common area
expenditures), promotion fund revenues previously received by independent
merchants associations ($3.3 million), increased occupancy levels ($3.6
million), the net effect of new leases commencing at an average effective rent
(minimum and percentage rents) per square foot of $42 versus leases expiring
at an average effective rent of $35 per square foot ($1.8 million) and
increased lease-up of expansions at South Shore Plaza and Roosevelt Field Mall
($.9 million).
Other revenue changes were a decrease in interest income of $3.1 million due
to a decrease in average outstanding short-term money market investments, a
decrease in revenues ($4.2 million) resulting from the sales of Burnsville
Center shopping center and the Roosevelt Field Office Building; a decrease in
overage rent ($2.4 million) due to adoption in the three months ended June 30,
1998 of Emerging Issues Task Force pronouncement "Accounting for Contingent
Rent in Interim Financial Periods".
Total expenses decreased by .1% ($.1 million) due to an increase in new
promotion fund costs ($3 million) and increases in other property expenses
($.5 million) offset by a decrease of $3.6 million in depreciation and
amortization due to the General Motors Building being held for sale during the
second quarter of 1998.
Merger related costs of $4 million were incurred in the three months ended
June 30, 1998.
Six Months Ended June 30, 1998 vs. Six Months Ended June 30, 1997
Total revenue increased by $15 million, or 6.3% in the six months ended June
30, 1998 as compared to the six months ended June 30, 1997. Principal positive
changes were the acquisition of Phipps Plaza regional shopping center ($9
million), the net effect of new leases commencing at an average effective rent
(minimum and percentage rents) per square foot of $42 versus leases expiring
at an average effective rent of $35 per square foot ($6.4 million), increased
occupancy levels ($5.9 million), increased lease-up of expansions at South
Shore Plaza and Roosevelt Field Mall ($2.6 million), promotion fund revenues
previously received by independent merchants' associations ($5.2 million), and
an increase ($2.6 million) in cost recoveries from tenants (principally real
estate taxes and common area expenditures). Other revenue changes were a
decrease in interest income (described below), a decrease in revenues ($7.3
million) resulting from the sales of Burnsville Center shopping center and the
Roosevelt Field Office Building, and a decrease in overage rent
<PAGE>
($1.7 million) due to adoption in the three months ended June 30, 1998 of
Emerging Issues Task Force pronouncement "Accounting for Contingent Rent in
Interim Financial Periods".
Interest income decreased by $8.2 million on a comparable basis principally as
a result of the repayment in March 1997, of mortgages receivable on two
regional shopping centers in which CPI was also a joint venturer ($1.2
million) and a decrease in average outstanding short-term money market
investments ($7 million).
Total expenses increased $.2 million, or .1%, in the six months ended June 30,
1998 as compared to the six months ended June 30, 1997 due to an increase in
new promotion fund costs ($5 million) and increases in other property expenses
($1.4 million) offset by a decrease of $3.7 million in depreciation and
amortization primarily as a result of the General Motors Building being held
for sale and therefore no longer depreciated and a decrease in interest
expense ($2.9 million) primarily due to the repayment at maturity of $100
million of 8 3/4% Notes in March 1997.
The sale, in January 1998, of Burnsville Center resulted in substantially all
the approximately $45 million gain on sales of property in the six months
ended June 30, 1998 and the disposition of North Star Mall in January 1997
resulted in substantially all the approximately $116 million of such gains in
the comparable six months ended June 30, 1997.
Merger related costs of $11.6 million were incurred in the six months ended
June 30, 1998.
New Accounting Pronouncement
During the second quarter of 1998, the Financial Accounting Standards Board
issued EITF 98-9, which clarified its position relating to the timing of
recognizing contingent rent. The adoption of EITF 98-9 will not have a
material effect on CPI's annual results, however, it is anticipated to impact
the amount of overage rent recognized in the first three quarters of the
calendar year. CPI has adopted this pronouncement prospectively, beginning in
the second quarter of 1998 which had the effect of reducing net income by $3.3
million for the six months ended June 30, 1998. Had this accounting change
been applied to the 1997 financial statements, it would have resulted in a
$2.3 million decrease to net income for the six months ended June 30, 1997.
Liquidity and Capital Resources
As of June 30, 1998, cash and cash equivalents aggregated $76 million. In
addition, at that date CPI had $237 million undrawn under a $250 million
unsecured revolving credit agreement (the "Revolving Credit Agreement"). The
$13 million borrowing outstanding as of June 30, 1998 under the Revolving
Credit Agreement was repaid in July 1998.
CPI sold the General Motors Building in New York City on July 31, 1998 for
$800 million in cash, thereby increasing cash and cash equivalents to
approximately $830 million. The gain on sale approximated $200 million.
CPI management anticipates that cash generated from CPI stand-alone operations
will provide necessary funds for operating expenses, periodic debt service on
outstanding indebtedness, distributions on $209 million of outstanding CPI
Preferred Stock and periodic distributions to holders of CPI Common Stock. It
is further anticipated that future drawdowns under the Revolving Credit
Agreement, the proceeds from the sale of the General Motors Building and
construction financing for the Mall of Georgia development will be sufficient
to fund all committed capital expenditures, principally construction,
expansion, renovation and department store and mall tenant inducement costs.
Expenditures for realty projects previously approved by the CPI Board of
Directors are expected to aggregate $200 million through completion. The
following are significant anticipated capital expenditures and financings:
1. CPI is undertaking a complete renovation of Walt Whitman Mall, which
is expected to be completed in fall 1998. Walt Whitman is presently
a two department store shopping center with 285,000 square feet of
mall gross leaseable area ("GLA"). The present department store
anchors are Macy's, which opened a complete renovation of its
302,000 square foot store in October 1997, and Bloomingdales, which
opened a complete renovation of its 220,000 square foot store in
August 1998. Lord & Taylor is presently constructing a new 120,000
square foot store anticipated to open in November 1998, and Saks
Fifth Avenue is commencing construction of a 100,000 square foot
specialty store projected to open in spring 1999. Projected capital
expenditures by CPI aggregate approximately $61 million.
2. CPI and local development partners have commenced construction of
the Mall of Georgia, a 1.6 million square foot regional shopping
center in Buford, Georgia ( a suburb of Atlanta) to be anchored by
<PAGE>
Nordstrom, Lord & Taylor, J.C. Penney and Dillard's department
stores. Mall store space will approximate 500,000 square feet, a
"village" area of 120,000 square feet will be dedicated to lifestyle
uses, and approximately 105,000 square feet of theater and IMAX
complex space is to be built. Opening is projected for fall 1999 and
spring 2000. On June 30, 1998, a $200 million construction and
permanent loan, guaranteed by CPI, maturing July 1, 2010 with
interest at 7.09% per annum closed. Simultaneously therewith, the
first draw down of $71 million was made.
3. The CPI Board of Directors has approved the expansion and renovation
of Town Center at Boca Raton (Florida), an existing 1.3 million
square foot regional mall presently anchored by Sears, Burdines,
Saks Fifth Avenue, Bloomingdales and Lord & Taylor. The expansion
and renovation, which are projected to cost approximately $65
million, will include a new 170,000 square foot Nordstrom store (to
open in 2000), approximately 94,000 square feet of additional
enclosed mall GLA and approximately 50,000 square feet of additional
space in existing department stores.
CPI has a number of small expansion and/or renovation projects currently in
the pre-development phase. Prior to the Effective Date of the Merger,
aggregate expenditures for such projects, department store and mall tenant
inducements are projected to be approximately $6 million.
Interest payable on the Revolving Credit Agreement is based upon LIBOR and
accordingly, CPI's future earnings, cash flows and future values relative to
outstanding indebtedness may, to some extent, be dependent upon future
indebtedness outstanding under the Revolving Credit Agreement at floating
interest rates. All presently outstanding indebtedness is at fixed interest
rates.
Acquisitions, construction, expansion and renovation activities have been an
integral part of CPI's activities. Capital expenditures, based upon CPI's
share of joint venture expenditures, and financing related thereto for the
period ended June 30, 1998 and year ended December 31, 1997, respectively, are
summarized in the table below.
Through
June 30,
1998 1997
------ ----
Expenditures: ($ in millions)
Acquisitions ....................................... $ 198 $--
Development ........................................ 19 24
Expansions and renovations (1) ..................... 15 52
Department store, office building & mall tenant
inducements ..................................... 12 31
Recoverable from tenants ........................... -- 9
Other .............................................. 3 8
----- -----
$ 247 $ 124
===== =====
Financings:
Equity
-issuance ....................................... $-- $--
-repurchase/redemption .......................... -- (220)
Unsecured recourse debt
-issuance ....................................... 53 --
-repayment ...................................... (40) (100)
Secured debt
-issuance ....................................... 36 46
-repayment ...................................... -- --
----- -----
$ 49 $(274)
===== =====
(1) including department store and mall tenant inducements for expansion GLA.
<PAGE>
Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA")
CPI management believes that there are several important factors that
contribute to the ability of CPI to operate and improve its profitability,
including aggregate tenant sales volume, sales per square foot, occupancy
levels and tenant costs. Each of these factors has a significant effect on
EBITDA from company operations. CPI management believes that EBITDA from
company operations is, among others, a reasonable measure of operating
performance because (i) it is industry practice to evaluate real estate
companies based on operating income before interest, taxes, depreciation and
amortization, which is generally equivalent to EBITDA, and (ii) EBITDA is
unaffected by the liquidity, debt and equity structure of the company. EBITDA
(i) does not represent cash flow from operations as defined by generally
accepted accounting principles; (ii) should not be considered as an
alternative to net income as a measure of operating performance; (iii) is not
indicative of cash flows from operating, investing and financing activities;
and (iv) is not an alternative to cash flows as a measure of liquidity.
Total EBITDA increased from $151.4 million for the six months ended June 30,
1997 to $169.1 million for the same period in 1998, representing a 11.7%
increase. This increase principally results from the addition of mall GLA, the
lease-up of expansions, decreased vacancies and increased rental rates.
The following table summarizes CPI's EBITDA from operations and operating
profit margin, defined as EBITDA from operations as a percentage of revenue
(both excluding corporate level short-term interest income) and reconciles net
income, computed in accordance with generally accepted accounting principles,
to EBITDA from operations:
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
June 30, June 30,
----------------------- --------------------
1998 1997 1998 1997
---- ---- ---- ----
($ in millions)
<S> <C> <C> <C> <C>
Net income $ 40.1 $ 36.4 $ 121.6 $ 188.3
(Gain)/loss on sales of properties (1.0) .5 (45.3) (116.0)
Merger-related costs 4.1 -- 11.6 --
Corporate level short-term interest income (1.1) (4.2) (2.4) (10.6)
Interest expense 18.4 19.2 37.6 39.9
Depreciation of real estate and amortization
of department store and tenant
inducements and leasing costs 21.7 25.1 46.0 49.8
------- ------- -------- --------
EBITDA $ 82.2 $ 77.0 $ 169.1 $ 151.4
======= ======= ======== ========
Operating Profit Margins 58.7% 58.9% 59.9% 58.8%
</TABLE>
Excluding the effect of the accounting change resulting from EITF 98-9,
operating profit margins for the three and six months ended June 30, 1998
would have been 61.1% and 61.0%, respectively.
Funds From Operations ("FFO")
FFO is defined by the National Association of Real Estate Investment Trusts
("NAREIT") as net income without giving effect to depreciation and
amortization (excluding amortization of deferred financing costs or assets
other than those uniquely significant to the real estate industry and
depreciation of non-real estate assets), gains or losses from (i)
extraordinary items, (ii) sales of real estate, or (iii) investments in
marketable securities, plus the allocable portion of FFO from unconsolidated
entities, all determined on a consistent basis in accordance with generally
accepted accounting principles. CPI management believes that FFO is a widely
used supplemental measure of the operating performance of REITs which provides
a basis for comparison of REITs and is presented to assist investors with such
comparisons and in analyzing the operating performance of CPI. CPI's method of
calculating FFO may be different from the method used by other REITs. FFO (i)
does not represent cash flow from operations as defined by generally accepted
accounting principles; (ii) should not be considered as an alternative to net
income as a measure of operating performance or to cash flows from operating,
investing and financing activities; and (iii) is not an alternative to cash
flows as a measure of liquidity.
<PAGE>
The table below summarizes FFO allocable to holders of CPI Common Stock for
the periods presented and reconciles net income, computed in accordance with
generally accepted accounting principles, to FFO allocable to holders of CPI
Common Stock.
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
June 30, June 30,
------------------- --------------------
1998 1997 1998 1997
---- ---- ---- ----
($ in millions)
<S> <C> <C> <C> <C>
Net income $ 40.1 $ 36.4 $ 121.6 $ 188.3
(Gain)/loss on sales of properties (1.0) .5 (45.3) (116.0)
Merger costs 4.1 -- 11.6 --
6.50% First Series Preferred Stock dividends
earned (3.5) (3.5) (6.9) (6.9)
Depreciation of real estate and amortization of
department store and tenant inducements
and leasing costs 21.7 25.1 46.0 49.8
------- ------- -------- --------
FFO allocable to holders of CPI Common Stock $ 61.4 $ 58.5 $ 127.0 $ 115.2
======= ======= ======== ========
</TABLE>
Mall Tenant Sales
The average mall tenant sales productivity of shopping centers owned by CPI
has been amongst the highest in the United States. The table below summarizes
annualized sales data for those mall tenants-in-occupancy at each year-end at
all shopping centers owned by CPI adjusted to eliminate the effect of mall
tenants which CPI management believes are atypical (Phipps Plaza, acquired in
1998, at which projected average annualized mall tenant sales per square foot
exceed $500 has been excluded for 1997).
December 31,
June 30,1998 1997
Combined per square foot of GLA ...................... $ 412 $ 388
# of shopping centers:
-over $500 per square foot ...................... 5 3
-$400-$499 per square foot ...................... 3 3
-$300-$399 per square foot ...................... 10 11
-under $300 per square foot ..................... 5 5
----- -----
23 22
===== =====
The following illustrates the comparable, defined as tenants in occupancy for
at least two years, and total dollar mall tenant sales at shopping centers
presently owned by CPI. For comparison purposes, 1997 year to date data
includes Phipps Plaza, which was purchased in January of 1998.
<TABLE>
<CAPTION>
Comparable Total
$ in billions % Change $ in billions % Change
------------- -------- ------------- --------
<S> <C> <C> <C> <C>
For the six months ended June 1998 ... $1.16 3.5% $1.36 8.0%
For the six months ended June 1997 ... $1.12 $1.26
</TABLE>
Mall retail sales levels affect future revenue and profitability because they
are one of the most significant factors in the determination of the amounts of
minimum rent that can be charged and the recoverable expenditures (principally
real estate taxes and common area costs) that mall tenants can afford to pay.
In addition, mall retail sales determine the amount of percentage rents
payable by tenants.
<PAGE>
Mall Tenant Occupancy Levels
Mall GLA occupied by tenants with an initial lease term under one-year is
considered vacant by CPI for purposes of computing occupancy data. The trend
in comparative (month-to-month) occupancy levels has been upward since July
1997. Indicative of such positive trends are occupancy levels for the
following comparable periods:
Average Occupancy
----------------------------------------------------------
1997 1998
---------------------------- ----------------------------
Permanent Temporary Total Permanent Temporary Total
January 1 - June 30 87.3% 1.4% 88.7% 91.5% 1.7% 93.2%
July 1 - December 31 89.2% 2.0% 91.2%
Occupancy levels since July 1997 have benefited significantly from a reduced
number of mall tenant bankruptcies and abandonments of space.
Mall Tenant Occupancy Costs
Average mall tenants' occupancy costs as a percentage of sales were 13.2%
(1997), 12.8% (1996) and 12.6% (1995). A mall tenant's ability to pay rent is
affected by the percentage of its sales represented by occupancy costs
(including expense recoveries). CPI management believes that continuing
efforts to increase sales, control property operating expenditures and
remerchandise space will allow the continuance of the past trend of increasing
minimum rents.
Average Effective Rents
Average effective (minimum and percentage) rents per square foot of mall
tenant GLA increased from 1995 to 1997 as follows:
1997. . . . . . . . . . . . . . . . . . . . . . . $35.40
1996. . . . . . . . . . . . . . . . . . . . . . . $33.60
1995. . . . . . . . . . . . . . . . . . . . . . . $30.70
Such increase represents a compound annual growth rate of 4.6%. CPI management
believes that CPI's average effective rents are amongst the highest charged in
the industry and reflect the quality of the properties in CPI's portfolio and
the ability they afford to retailers to achieve attractive sales levels.
Inflation
Inflation has remained relatively low during the past four years and has had a
relatively low impact on the operating performance of CPI's properties.
Nonetheless, substantially all of the mall tenants' leases contain provisions
designed to lessen the impact of inflation. Such provisions include clauses
providing for 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. Substantially all of the
shopping center 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 CPI's exposure
to increases in costs and operating expenses resulting from inflation.
However, inflation may have a negative impact on some of CPI'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. Presently a preponderant portion of CPI's indebtedness is
long-term, and all outstanding amounts are at fixed interest rates. 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. Such effect, if it occurs, may be partially
offset by increases in percentage rents resulting from inflation.
Year 2000 Cost
CPI management continues to assess the impact of the year 2000 issue on its
reporting systems and operations. The year 2000 issue exists because many
computer systems and applications abbreviate dates by eliminating the first
two digits of the year, assuming that these two digits would always be "19".
Unless corrected, this shortcut would cause problems when the century date
occurs. On that date, some computer
<PAGE>
programs may misinterpret the date January 1, 2000 as January 1, 1900. This
could cause systems to incorrectly process critical financial and operational
information, or stop processing altogether.
To help facilitate CPI's future operations, substantially all of the computer
systems and applications in use in its home office have been, or are in the
process of being, upgraded and modified. CPI is of the opinion that, in
connection with those upgrades and modifications, it has addressed applicable
year 2000 issues as they might affect the computer systems and applications
located in its home office. CPI continues to evaluate what effect, if any, the
year 2000 issue might have at its properties. CPI anticipates that the process
of reviewing this issue at its properties and the implementation of solutions
to any year 2000 issue which it may discover may require the expenditure of
sums which CPI does not expect to be material. CPI management expects to have
all systems appropriately modified before any significant processing
malfunctions could occur and does not expect the year 2000 issue will
materially impact the financial condition or operations of CPI.
Definitive Merger Agreement
On February 19, 1998, CPI and CRC signed a definitive agreement (the "Merger
Agreement") to merge a substantially wholly owned subsidiary of CPI with and
into SDG, a publicly-traded REIT. In connection therewith, on August 13, 1998
CPI and CRC filed a Registration Statement on Form S-4 (the "Registration
Statement"), which included the prospectus for CPI and CRC and the proxy
statement for SDG, with the Securities and Exchange Commission. The Merger has
been approved by the Board of Directors of each company which is a party to
the Merger Agreement. Pursuant to stockholder voting agreements entered into
at the time the Merger Agreement was executed, approximately two-thirds of
CPI's stockholders agreed to approve the transaction, which is subject to the
approval of the stockholders of SDG and other stockholders of CPI and CRC, as
well as customary regulatory approvals and other conditions. The CPI, CRC and
SDG stockholders' meetings to vote on the Merger are scheduled for September
23, 1998. The transaction is expected to be completed (the "Effective Time")
on September 24, 1998 (the "Effective Date"). As of the Effective Time, (i) a
substantially wholly owned subsidiary of CPI will merge with and into SDG, the
shares of which will be exchanged for shares of CPI; (ii) CPI will be renamed
Simon Property Group, Inc. ("SPG"); and (iii) CRC will be renamed SPG Realty
Consultants, Inc. The Boards of Directors of SPG and SPG Realty Consultants,
Inc. will each consist of 13 directors, and each will include three directors
designated by CPI. The officers of SPG and SPG Realty Consultants, Inc. will
include two present officers of CPI and CRC.
Each share of CPI Common Stock will be entitled to $90 in cash (subject to
adjustment), 2.0818 shares of common stock of SPG and .19 shares of Series B
Convertible Preferred Stock of SPG. The common stock component of the
consideration is based upon a fixed exchange ratio of 2.0818 shares of SPG,
and the cash portion is subject to a 15% symmetrical collar based upon the
price of SDG common stock determined in the period ending shortly prior to the
Merger. Adjustments related to such collar will be in cash.
In connection with the Merger, it is anticipated that substantially all of
CPI's assets will be transferred to The Retail Property Trust ("RPT"), a REIT
subsidiary of Simon DeBartolo Group, L.P. (the "SDG Operating Partnership").
RPT will assume CPI's obligations under certain notes issued pursuant to CPI
Indentures. SDG and CPI have received inquires from certain note holders as to
the means being utilized to effect compliance with the terms of the note
indentures in connection with the Merger. Certain of such holders have
expressed their view that they do not believe compliance may be effected
without receiving waivers from the requisite percentage of CPI's note holders.
CPI and SDG believe that the transfer of CPI's assets to RPT and RPT's
assumption of CPI's liabilities fully complies with the provision of the note
indentures.
In the first six months of 1998, CPI incurred approximately $11.6 million of
Merger-related costs, principally legal and advisory fees. If the Merger is
effected, additional Merger costs, including severance payments pursuant to
CPI's present policies, professional fees and other transactions costs,
payable by CPI or its successor are projected to be approximately $71 million.
Seasonality
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>
CORPORATE REALTY CONSULTANTS, INC.
Certain statements made in this section may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Any forward-looking statements contained herein do not take into
account the proposed Merger with SDG. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of CRC 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, without
limitation, affect demand for office and retail space, availability and
creditworthiness of prospective tenants, lease rents and availability of
financing; adverse changes in the real estate markets including, without
limitation, competition with other companies, risks of real estate development
and acquisition; risks relating to year 2000 issues; governmental actions and
initiatives; and environmental safety requirements.
The financial results reported reflect the following significant events:
1. The sale for $2.36 million to CPI in April of 1997 of its minority
partnership interests in Rockaway Townsquare Mall, the Rockaway Office
Building and the Livingston Mall;
2. The acquisition and development in conjunction with local partners of the
peripheral land at the regional shopping center in Buford, Georgia (a
suburb of Atlanta), being developed by CPI and local development
partners; and
3. The ownership of the leasehold position of an office building at 305 East
47th Street in New York, New York, of which the principal tenant and land
owner is CPI.
Results of Operations
Three Months Ended June 30, 1998 vs. Three Months Ended June 30, 1997
Total revenue decreased by $0.6 million or 36%, in the three months ended June
30, 1998 as compared to the three months ended June 30, 1997 resulting
principally from (i) a decrease of approximately $0.4 million in revenue for
providing property-related services resulting from a decrease in properties
managed and (ii) a decrease in minimum rent and expense recoveries of
approximately $0.2 million as a result of increased vacancies, rental
concessions and the renewal of CPI's lease at the 305 East 47th Street office
building.
Total expenses decreased by approximately $0.3 million, or 14%, in the quarter
ended June 30, 1998 as compared to the quarter ended June 30, 1997. The
principal change was a decrease in management fees paid to CPI as a result of
a reduction in CRC's management services in 1998.
The gain on sale of partnership interests of $1.3 million in the quarter ended
June 30, 1997 is the result of the sale to CPI of partnership interests in
Rockaway Townsquare Mall, the Rockaway Office Building and the Livingston Mall
during the second quarter of 1997.
The benefit for income taxes increased $0.4 million due to CRC recognizing a
significantly higher net income in the quarter ended June 30, 1997 than in the
quarter ended June 30, 1998, principally due to the aforementioned gain on
sale of partnership interests.
Six Months Ended June 30, 1998 vs. Six Months Ended June 30, 1997
Total revenue decreased by $1.3 million, or 37%, in the six months ended June
30, 1998 as compared to the six months ended June 30, 1997 resulting
principally from (i) a decrease of approximately $0.9 million in revenue for
providing property-related services resulting from a decrease in properties
managed, and (ii) a decrease in minimum rent and expense recoveries of
approximately $0.3 million as a result of increased vacancies, rental
concessions and the renewal of CPI's lease at the office building located at
305 East 47th Street.
Total expenses decreased by approximately $0.7 million, or 20%, in the six
months ended June 30, 1998 as compared to the six months ended June 30, 1997.
The principal change was a decrease in management fees paid to CPI as a result
of reduction in CRC's management services in 1998.
<PAGE>
The gain on sale of partnership interests of $1.3 million in the six months
ended June 30, 1997 is attributable to the sale to CPI of partnership
interests in Rockaway Townsquare Mall, the Rockaway Office Building and the
Livingston Mall.
The provision for income taxes was reduced $0.7 million in the six months
ended June 30, 1998 as a result of a net loss for this period compared to a
significantly higher net income in the six months ended June 30, 1997
principally due to the aforementioned gain on sale of partnership interests.
Liquidity and Capital Resources
As of June 30, 1998 cash and cash equivalents aggregated $2.4 million.
In 1997 and the first six months of 1998, CRC invested $16.7 million and $2.8
million, respectively, in Mill Creek Land, LLC partially funded by unsecured
borrowings from CPI of $13.9 million and $2.4 million, respectively. In April
and June 1998, CRC fully repaid the borrowings from CPI.
CRC management anticipates that cash generated from CRC stand-alone operations
will provide necessary funds for operating expenses, periodic debt service on
outstanding indebtedness, and normal periodic distributions to CRC
stockholders through the date of the Merger.
CRC management anticipates that current cash and cash equivalents plus the
construction financing of the Mill Creek Land project will be sufficient to
fund all capital expenditures through the date of the Merger.
Inflation
Inflation has remained relatively low during the past four years and has had a
relatively low impact on the operating performance of CRC's properties. The
interest rates payable on certain portions of CRC's indebtedness may be
subject to increase as a result of inflation; however, a preponderant portion
of CRC's current indebtedness is owed to CPI.
With respect to CRC's office rental business, interest and general and
administrative expenses may be adversely affected by inflation, as these
specified costs could increase at a higher rate than rents. Also, for tenant
leases with stated rent increases, inflation may have a negative effect as the
stated rent increases in these lease, could be lower than the increase in
inflation at any given time.
The effect of inflation on CRC's land development business is uncertain.
Inflation may cause the value of CRC's land holdings to increase. However, the
occurrence of inflation may also negatively impact the demand for undeveloped
land, which would have an adverse effect on CRC.
Year 2000 Cost
CRC management continues to assess the impact of the year 2000 issue on its
reporting systems and operations. The year 2000 issue exists because many
computer systems and applications abbreviate dates by eliminating the first
two digits of the year, assuming that these two digits would always be "19".
Unless corrected, this shortcut would cause problems when the century date
occurs. On that date, some computer programs may misinterpret the date January
1, 2000 as January 1, 1900. This could cause systems to incorrectly process
critical financial and operational information, or stop processing altogether.
To help facilitate CRC's future operations, substantially all of the computer
systems and applications in use in its home office (which computer systems and
applications are shared with CPI) have been, or are in the process of being,
upgraded and modified. CRC is of the opinion that, in connection with those
upgrades and modifications, the applicable year 2000 issues as they might
affect the computer systems and applications located in its home office have
been addressed. CRC continues to evaluate what effect, if any, the year 2000
issue might have at its properties. CRC anticipates that the process of
reviewing this issue at its properties and the implementation of solutions to
any year 2000 issue which it may discover may require the expenditure of sums
which CRC does not expect to be material. CRC management expects that all
systems will have been appropriately modified before any significant
processing malfunctions could occur and does not expect the year 2000 issue
will materially impact the financial condition or operations of CRC.
Definitive Merger Agreement
On February 19, 1998, CPI and CRC signed the Merger Agreement to merge a
substantially wholly owned subsidiary of CPI with and into SDG. In connection
therewith, on August 13, 1998, CPI and CRC filed a
<PAGE>
registration statement on Form S-4, which included the prospectus for CPI and
CRC and the proxy statement for SDG, with the Securities and Exchange
Commission. The Merger has been approved by Boards of Directors of all
companies party to the Merger Agreement. The CPI, CRC and SDG stockholders'
meetings to vote on the Merger are scheduled for September 23, 1998. The
transaction is expected to be completed (the "Effective Time") on September
24, 1998. As of the Effective Time, CRC will be renamed SPG Realty
Consultants, Inc. Following the Merger, the Board of Directors of Realty
Consultants, Inc. will include three directors appointed by CPI, and the
officers of SPG Realty Consultants, Inc. will include two present officers of
CRC.
Seasonality
CRC's principal businesses, office building rental and land development, are
not subject to seasonality. However, income from its land development business
is generated at irregular intervals and is unpredictable.
<PAGE>
Exhibit
No. Description
PART II - OTHER INFORMATION
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit
No. Description
2.1 Purchase and Sale Agreement, dated December 12, 1997, between The
Equitable Life Assurance Society of the United States and SM Portfolio
Partners. (Incorporated by reference to the Registration Statement on
Form S-4 filed by CPI and CRC August 13, 1998, Exhibit 2.1).
2.2 Agreement and Plan of Merger, dated February 18, 1998, among SDG and CPI
and CRC. (Incorporated by reference to the Registration Statement on Form
S-4 filed by CPI and CRC August 13, 1998, Exhibit 2.2).
3.1 Certificate of Incorporation of CPI. (Incorporated by reference to the
Registration Statement on Form S-4 filed by CPI and CRC August 13, 1998,
Exhibit 3.1).
3.2 By-laws of CPI. (Incorporated by reference to the Registration Statement
on Form S-4 filed by CPI and CRC August 13, 1998, Exhibit 3.3).
3.3 Certificate of Incorporation of CRC. (Incorporated by reference to the
Registration Statement on Form S-4 filed by CPI and CRC August 13, 1998,
Exhibit 3.5).
3.4 By-laws of CRC. (Incorporated by reference to the Registration Statement
on Form S-4 filed by CPI and CRC August 13, 1998, Exhibit 3.7).
4.1 Form of Restated Certificate of Incorporation of SPG Realty Consultants,
Inc. (Incorporated by reference to the Registration Statement on Form S-4
filed by CPI and CRC August 13, 1998, Exhibit 3.6).
4.2 Form of Restated By-laws of SPG Realty Consultants, Inc. (Incorporated by
reference to the Registration Statement on Form S-4 filed by CPI and CRC
August 13, 1998, Exhibit 3.8).
4.3 Trust Agreement, dated as October 30, 1979, among stockholders of CPI,
CRC and First Jersey National Bank, as Trustee. (Incorporated by
reference to the Registration Statement on Form S-4 filed by CPI and CRC
August 13, 1998, Exhibit 4.7).
4.4 Trust Agreement, dated as of August 26, 1994, among the holders of the
6.50% First Series Preference Shares of CPI, CRC and Bank of Montreal
Trust Company, as Trustee. (Incorporated by reference to the Registration
Statement on Form S-4 filed by CPI and CRC August 13, 1998, Exhibit 4.8).
4.5 $21,000,000 Mortgage Note dated January 1, 1994 of 303-313 East 47th
Street Associates Payable to CPI. (Incorporated by reference to the
Registration Statement on Form S-4 filed by CPI and CRC August 13, 1998,
Exhibit 4.14).
4.6 Form of Simon Group Common Stock Certificate. (Incorporated by reference
to the Registration Statement on Form S-4 filed by CPI and CRC August 13,
1998, Exhibit 4.3).
4.7 Form of Simon Group Class B Common Stock Certificate. (Incorporated by
reference to the Registration Statement on Form S-4 filed by CPI and CRC
August 13, 1998, Exhibit 4.4).
4.8 Form of Simon Group Class C Common Stock Certificate. (Incorporated by
reference to the Registration Statement on Form S-4 filed by CPI and CRC
August 13, 1998, Exhibit 4.5).
4.9 Form of SPG Realty Consultants, Inc. Common Stock Certificate.
(Incorporated by reference to the Registration Statement on Form S-4
filed by CPI and CRC August 13, 1998, Exhibit 4.6).
10.1 Representative Form of Lease with respect to The Limited Stores, Inc.
(Incorporated by reference to the Registration Statement on Form S-4
filed by CPI and CRC August 13, 1998, Exhibit 10.19).
<PAGE>
Exhibit
No. Description
27.1 Financial Data Schedule of CPI.
27.2 Financial Data Schedule of CRC.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by either CPI or CRC during the quarter
ended June 30, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirement 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.
CORPORATE PROPERTY INVESTORS, INC.
(Registrant)
Date: September 22, 1998 /s/ Michael L. Johnson
-----------------------
Michael L. Johnson
Senior Vice President and
Chief Financial Officer
(Authorized Officer)
Date: September 22, 1998 /s/ Daniel J. Cohen
--------------------
Daniel J. Cohen
Vice President and Controller
(Authorized Officer)
CORPORATE REALTY CONSULTANTS, INC.
(Registrant)
Date: September 22, 1998 /s/ Michael L. Johnson
-----------------------
Michael L. Johnson
Senior Vice President and Chief
Financial Officer
(Authorized Officer)
Date: September 22, 1998 /s/ Daniel J. Cohen
--------------------
Daniel J. Cohen
Vice President and Controller
(Authorized Officer)
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
2.1 Purchase and Sale Agreement, dated December 12, 1997, between The
Equitable Life Assurance Society of the United States and SM
Portfolio Partners. (Incorporated by reference to the Registration
Statement on Form S-4 filed by CPI and CRC August 13, 1998, Exhibit
2.1).
2.2 Agreement and Plan of Merger, dated February 18, 1998, among SDG and
CPI and CRC. (Incorporated by reference to the Registration
Statement on Form S-4 filed by CPI and CRC August 13, 1998, Exhibit
2.2).
3.1 Certificate of Incorporation of CPI. (Incorporated by reference to
the Registration Statement on Form S-4 filed by CPI and CRC August
13, 1998, Exhibit 3.1).
3.2 By-laws of CPI. (Incorporated by reference to the Registration
Statement on Form S-4 filed by CPI and CRC August 13, 1998, Exhibit
3.3).
3.3 Certificate of Incorporation of CRC. (Incorporated by reference to
the Registration Statement on Form S-4 filed by CPI and CRC August
13, 1998, Exhibit 3.5).
3.4 By-laws of CRC. (Incorporated by reference to the Registration
Statement on Form S-4 filed by CPI and CRC August 13, 1998, Exhibit
3.7).
4.1 Form of Restated Certificate of Incorporation of SPG Realty
Consultants, Inc. (Incorporated by reference to the Registration
Statement on Form S-4 filed by CPI and CRC August 13, 1998, Exhibit
3.6).
4.2 Form of Restated By-laws of SPG Realty Consultants, Inc.
(Incorporated by reference to the Registration Statement on Form S-4
filed by CPI and CRC August 13, 1998, Exhibit 3.8).
4.3 Trust Agreement, dated as October 30, 1979, among stockholders of
CPI, CRC and First Jersey National Bank, as Trustee. (Incorporated
by reference to the Registration Statement on Form S-4 filed by CPI
and CRC August 13, 1998, Exhibit 4.7).
4.4 Trust Agreement, dated as of August 26, 1994, among the holders of
the 6.50% First Series Preference Shares of CPI, CRC and Bank of
Montreal Trust Company, as Trustee. (Incorporated by reference to
the Registration Statement on Form S-4 filed by CPI and CRC August
13, 1998, Exhibit 4.8).
4.5 $21,000,000 Mortgage Note dated January 1, 1994 of 303-313 East 47th
Street Associates Payable to CPI. (Incorporated by reference to the
Registration Statement on Form S-4 filed by CPI and CRC August 13,
1998, Exhibit 4.14).
4.6 Form of Simon Group Common Stock Certificate. (Incorporated by
reference to the Registration Statement on Form S-4 filed by CPI and
CRC August 13, 1998, Exhibit 4.3).
4.7 Form of Simon Group Class B Common Stock Certificate. (Incorporated
by reference to the Registration Statement on Form S-4 filed by CPI
and CRC August 13, 1998, Exhibit 4.4).
4.8 Form of Simon Group Class C Common Stock Certificate. (Incorporated
by reference to the Registration Statement on Form S-4 filed by CPI
and CRC August 13, 1998, Exhibit 4.5).
4.9 Form of SPG Realty Consultants, Inc. Common Stock Certificate.
(Incorporated by reference to the Registration Statement on Form S-4
filed by CPI and CRC August 13, 1998, Exhibit 4.6).
<PAGE>
Exhibit
No. Description
10.1 Representative Form of Lease with respect to The Limited Stores,
Inc. (Incorporated by reference to the Registration Statement on
Form S-4 filed by CPI and CRC August 13, 1998, Exhibit 10.19).
27.1 Financial Data Schedule of CPI.
27.2 Financial Data Schedule of CRC.
<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>
<CIK> 0001063761
<NAME> CORPORATE PROPERTY INVESTORS, INC.
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 75,866
<SECURITIES> 0
<RECEIVABLES> 85,193
<ALLOWANCES> 18,408
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 3,213,984
<DEPRECIATION> 658,332
<TOTAL-ASSETS> 2,834,521
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 856,219
0
209,249
<COMMON> 264
<OTHER-SE> 1,610,397
<TOTAL-LIABILITY-AND-EQUITY> 2,834,521
<SALES> 0
<TOTAL-REVENUES> 254,646
<CGS> 0
<TOTAL-COSTS> 143,180
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 1,445
<INTEREST-EXPENSE> 32,799
<INCOME-PRETAX> 121,604
<INCOME-TAX> 0
<INCOME-CONTINUING> 121,604
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 121,604
<EPS-PRIMARY> 4.53
<EPS-DILUTED> 4.49
<FN>
<F1>CPI does not report using a clasified balance sheet.
</FN>
</TABLE>
<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>
<CIK> 0001067173
<NAME> CORPORATE REALTY CONSULTANTS, INC.
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 2,416
<SECURITIES> 0
<RECEIVABLES> 638
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 32,730
<DEPRECIATION> 11,077
<TOTAL-ASSETS> 29,866
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 21,622
0
0
<COMMON> 268
<OTHER-SE> 3,267
<TOTAL-LIABILITY-AND-EQUITY> 29,866
<SALES> 0
<TOTAL-REVENUES> 2,138
<CGS> 0
<TOTAL-COSTS> 2,173
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 676
<INCOME-PRETAX> (437)
<INCOME-TAX> (190)
<INCOME-CONTINUING> (247)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (247)
<EPS-PRIMARY> (.09)
<EPS-DILUTED> (.09)
<FN>
<F1>CRC does not report using a clasified balance sheet.
</FN>
</TABLE>
