UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
SIMON PROPERTY GROUP, INC. SPG REALTY CONSULTANTS, INC.
(Exact name of registrant as (Exact name of registrant as
specified in its charter) specified in its charter)
Delaware Delaware
(State of incorporation or (State of incorporation or
organization) organization)
001-14469 001-14469-01
(Commission File No.) (Commission File No.)
046268599 13-2838638
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
National City Center National City Center
115 West Washington Street, Suite 115 West Washington Street,
15 East Suite 15 East
Indianapolis, Indiana 46204 Indianapolis, Indiana 46204
(Address of principal executive (Address of principal executive
offices) offices)
(317) 636-1600 (317) 636-1600
(Registrant's telephone number, (Registrant's telephone number,
including area code) including area code)
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [x] NO [ ]
As of May 7, 1999, 169,997,718 shares of common
stock, par value $0.0001 per share, 3,200,000 shares of Class B
common stock, par value $0.0001 per share, and 4,000
shares of Class C common stock, par value $0.0001 per share
of Simon Property Group, Inc. were outstanding, and were paired with
1,732,017.18 shares of common stock, par value $0.0001 per share,
of SPG Realty Consultants,Inc.
<Page 01>
SIMON PROPERTY GROUP, INC.
AND SPG REALTY CONSULTANTS,INC.
FORM 10-Q
INDEX
Part I - Financial Information
Page
Item 1: Financial Statements - Introduction 3
Simon Property Group, Inc. and SPG Realty
Consultants, Inc.:
Combined Condensed Balance Sheets as of
March 31, 1999 and December 31, 1998 4
Combined Condensed Statements of
Operations for the three-month
periods ended March 31, 1999 and 1998 5
Combined Condensed Statements of Cash
Flows for the three-month periods
ended March 31, 1999 and 1998 6
Simon Property Group, Inc.:
Consolidated Condensed Balance Sheets
as of March 31, 1999 and December 31,
1998 7
Consolidated Condensed Statements of
Operations for the three-month
periods ended March 31, 1999 and 1998 8
Consolidated Condensed Statements of
Cash Flows for the three-month
periods ended March 31, 1999 and 1998 9
SPG Realty Consultants, Inc.:
Consolidated Condensed Balance Sheets
as of March 31, 1999 and December 31,
1998 10
Consolidated Condensed Statements of
Operations for the three-month
periods ended March 31, 1999 and 1998 11
Consolidated Condensed Statements of
Cash Flows for the three-month
periods ended March 31, 1999 and 1998 12
Notes to Unaudited Condensed
Financial Statements 13
Item 2: Management's Discussion and
Analysis of Financial Condition and
Results of Operations 21
Part II - Other Information
Items 1 through 6 28
Signature 29
<Page 02>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS - Introduction
The following unaudited financial statements of
Simon Property Group, Inc. and its paired-share
affiliate, SPG Realty Consultants, Inc., are provided
pursuant to the requirements of this Item. In the opinion
of management, all adjustments necessary for fair presentation,
consisting of only normal recurring adjustments,
have been included. The financial statements
presented herein have been prepared in
accordance with the accounting policies
described in Simon Property Group, Inc. and SPG
Realty Consultants, Inc.'s combined annual
report on Form 10-K for the year ended December
31, 1998 and should be read in
conjunction therewith.
As described in Note 2 to the financial statements,
Corporate Property Investors, Inc. was acquired
by Simon DeBartolo Group, Inc. as of the close
of business on September 24, 1998. Although
Simon DeBartolo Group, Inc. became a subsidiary
of Corporate Property Investors, Inc., the
shareholders of Simon DeBartolo Group, Inc. hold
the majority of the outstanding common stock of
Corporate Property Investors, Inc. Accordingly,
Simon DeBartolo Group, Inc. is the predecessor
to Simon Property Group, Inc. for accounting and
reporting purposes. In connection with the
acquisition, Corporate Property Investors, Inc.
and Corporate Realty Consultants, Inc. were
renamed "Simon Property Group, Inc." and "SPG
Realty Consultants, Inc.", respectively. See
Note 1 to the financial statements for a
description of the basis of presentation of the
following unaudited financial statements.
<Page 03>
SIMON PROPERTY GROUP, INC. AND
SPG REALTY CONSULTANTS, INC.
COMBINED CONDENSED BALANCE SHEETS
(Unaudited and dollars in thousands, except per
share amounts)
March 31, December 31,
1999 1998
ASSETS: ----------- ------------
Investment properties, at cost $12,190,601 $11,850,014
Less - accumulated depreciation 827,302 722,371
----------- ------------
11,363,299 11,127,643
Goodwill 57,304 58,134
Cash and cash equivalents 91,099 129,195
Tenant receivables and accrued revenue, net 233,141 218,581
Notes and advances receivable from Management
Company and affiliate 126,414 115,378
Investment in partnerships and joint ventures, at
equity 1,223,312 1,306,753
Investment in Management Company and affiliates 11,363 10,037
Other investment 39,261 50,176
Deferred costs and other assets 237,972 228,965
Minority interest 33,457 32,138
----------- ------------
$13,416,622 $13,277,000
=========== ============
LIABILITIES:
Mortgages and other indebtedness $8,263,590 $7,973,372
Accounts payable and accrued expenses 353,449 415,186
Cash distributions and losses in partnerships and
joint ventures, at equity 29,997 29,139
Other liabilities 77,623 95,131
----------- ------------
Total liabilities 8,724,659 8,512,828
----------- ------------
COMMITMENTS AND CONTINGENCIES (Note 10)
LIMITED PARTNERS' INTEREST IN THE OPERATING
PARTNERSHIPS 1,023,782 1,015,634
PREFERRED STOCK OF SUBSIDIARY 339,352 339,329
SHAREHOLDERS' EQUITY:
CAPITAL STOCK OF SIMON PROPERTY GROUP, INC.:
Series A convertible preferred stock, 209,249
shares authorized, 59,249 and 209,249 issued and
outstanding, respectively 75,712 267,393
Series B convertible preferred stock, 5,000,000
shares authorized, 4,844,331 issued and
outstanding 450,523 450,523
Common stock, $.0001 par value, 400,000,000 shares
authorized, and 169,984,967 and 163,571,031 issued
and outstanding, respectively 17 16
Class B common stock, $.0001 par value, 12,000,000
shares authorized, 3,200,000 issued and
outstanding 1 1
Class C common stock, $.0001 par value, 4,000
shares authorized, issued and outstanding 0 0
CAPITAL STOCK OF SPG REALTY CONSULTANTS, INC.:
Common stock, $.0001 par value, 7,500,000 shares
authorized, 1,731,889.67 and 1,667,750.31 issued
and outstanding, respectively 0 0
Capital in excess of par value 3,262,543 3,083,213
Accumulated deficit (421,594) (372,313)
Unrealized gain (loss) on long-term investment (7,769) 126
Unamortized restricted stock award (30,604) (19,750)
----------- ------------
Total shareholders' equity 3,328,829 3,409,209
----------- ------------
$13,416,622 $13,277,000
=========== ============
The accompanying notes are an integral part of
these statements.
<Page 04>
SIMON PROPERTY GROUP, INC. AND
SPG REALTY CONSULTANTS, INC.
COMBINED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited and dollars in thousands, except per
share amounts)
For the
Three
Months
Ended
March 31,
--------------------
1999 1998
REVENUE: --------- ---------
Minimum rent $273,849 $184,460
Overage rent 13,440 9,782
Tenant reimbursements 137,283 90,160
Other income 21,521 15,855
--------- ---------
Total revenue 446,093 300,257
--------- ---------
EXPENSES:
Property operating 68,504 49,779
Depreciation and amortization 89,760 58,305
Real estate taxes 46,920 30,195
Repairs and maintenance 19,912 11,895
Advertising and promotion 14,698 8,101
Provision for credit losses 1,843 2,722
Other 7,558 5,593
--------- ---------
Total operating expenses 249,195 166,590
--------- ---------
OPERATING INCOME 196,898 133,667
INTEREST EXPENSE 141,122 91,910
--------- ---------
INCOME BEFORE MINORITY INTEREST 55,776 41,757
MINORITY INTEREST (1,815) (1,442)
--------- ---------
INCOME BEFORE UNCONSOLIDATED ENTITIES 53,961 40,315
INCOME FROM UNCONSOLIDATED ENTITIES 13,427 4,809
--------- ---------
INCOME BEFORE EXTRAORDINARY ITEM 67,388 45,124
EXTRAORDINARY ITEM (1,774) 0
--------- ---------
INCOME BEFORE ALLOCATION TO LIMITED PARTNERS 65,614 45,124
LESS:
LIMITED PARTNERS' INTEREST IN THE OPERATING
PARTNERSHIPS 12,955 13,842
PREFERRED DIVIDENDS OF SUBSIDIARY 7,334 0
--------- ---------
NET INCOME 45,325 31,282
PREFERRED DIVIDENDS (10,371) (7,334)
--------- ---------
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS $34,954 $23,948
========= =========
BASIC EARNINGS PER COMMON PAIRED SHARE:
Income before extraordinary item $0.21 $0.22
Extraordinary item -- --
--------- ---------
Net income $0.21 $0.22
========= =========
DILUTED EARNINGS PER COMMON PAIRED SHARE:
Income before extraordinary item $0.21 $0.22
Extraordinary item -- --
--------- ---------
Net income $0.21 $0.22
========= =========
The accompanying notes are an integral part of
these statements.
<Page 05>
SIMON PROPERTY GROUP, INC. AND
SPG REALTY CONSULTANTS, INC.
COMBINED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited and dollars in thousands)
For the
Three
Months
Ended
March 31,
-----------------------
1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES: ---------- ----------
Net income $45,325 $31,282
Adjustments to reconcile net income to net cash
provided by operating activities-
Depreciation and amortization 92,363 60,424
Extraordinary item 1,774 0
Limited partners' interest in Operating
Partnerships 12,955 13,842
Preferred dividends of Subsidiary 7,334 0
Straight-line rent (4,955) (1,676)
Minority interest 1,815 1,442
Equity in income of unconsolidated entities (13,427) (4,809)
Changes in assets and liabilities-
Tenant receivables and accrued revenue (4,734) 10,654
Deferred costs and other assets (3,434) (3,077)
Accounts payable, accrued expenses and other
liabilities (59,233) 11,390
---------- ----------
Net cash provided by operating activities 75,783 119,472
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions (30,300) (242,956)
Capital expenditures (100,952) (61,199)
Cash from acquisitions and consolidation of joint
ventures, net 8,326 931
Change in restricted cash 0 3,022
Net proceeds from sale of assets 0 9,280
Investments in unconsolidated entities (19,008) (3,644)
Distributions from unconsolidated entities 63,138 47,059
Investments in and advances to Management Company
and affiliate (11,036) (3,974)
---------- ----------
Net cash used in investing activities (89,832) (251,481)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sales of common stock, net 747 494
Minority interest distributions, net (3,545) (3,259)
Preferred dividends of Subsidiary (7,334) 0
Preferred dividends and distributions to
shareholders (97,838) (62,724)
Distributions to limited partners (32,412) (31,377)
Mortgage and other note proceeds, net of
transaction costs 913,529 296,995
Mortgage and other note principal payments (797,194) (75,822)
---------- ----------
Net cash provided by (used in) financing
activities (24,047) 124,307
---------- ----------
DECREASE IN CASH AND CASH EQUIVALENTS (38,096) (7,702)
CASH AND CASH EQUIVALENTS, beginning of period 129,195 109,699
---------- ----------
CASH AND CASH EQUIVALENTS, end of period $91,099 $101,997
========== ==========
The accompanying notes are an integral part of
these statements.
<Page 06>
SIMON PROPERTY GROUP, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited and dollars in thousands, except per
share amounts)
March 31, December 31,
1999 1998
ASSETS: ----------- ------------
Investment properties, at cost $12,156,802 $11,816,325
Less - accumulated depreciation 815,229 710,012
----------- ------------
11,341,573 11,106,313
Goodwill 57,304 58,134
Cash and cash equivalents 88,930 127,626
Tenant receivables and accrued revenue, net 232,072 217,798
Notes and advances receivable from Management
Company and affiliate 126,414 115,378
Note receivable from SRC Operating Partnership
(Interest at 7% and 16%, respectively, due
2013) 10,565 20,565
Investment in partnerships and joint ventures,
at equity 1,218,743 1,303,251
Investment in Management Company and affiliates 11,363 10,037
Other investment 39,261 50,176
Deferred costs and other assets 236,959 227,713
Minority interest 33,457 32,138
----------- ------------
$13,396,641 $13,269,129
=========== ============
LIABILITIES:
Mortgages and other indebtedness $8,262,734 $7,972,381
Notes payable to SRC Operating Partnership
(Interest at 8%, due 2008) 5,984 17,907
Accounts payable and accrued expenses 349,841 411,259
Cash distributions and losses in partnerships
and joint ventures, at equity
29,997 29,139
Other liabilities 76,592 95,326
----------- ------------
Total liabilities 8,725,148 8,526,012
----------- ------------
COMMITMENTS AND CONTINGENCIES (Note 10)
LIMITED PARTNERS' INTEREST IN THE SPG OPERATING
PARTNERSHIP 1,018,120 1,009,646
PREFERRED STOCK OF SUBSIDIARY 339,352 339,329
SHAREHOLDERS' EQUITY:
Series A convertible preferred stock, 209,249
shares authorized, 59,249 and 209,249 issued
and outstanding, respectively 75,712 267,393
Series B convertible preferred stock, 5,000,000
shares authorized, 4,844,331 issued and
outstanding 450,523 450,523
Common stock, $.0001 par value, 400,000,000
shares authorized, and 169,984,967 and
163,571,031 issued and outstanding,
respectively 17 16
Class B common stock, $.0001 par value,
12,000,000 shares authorized, 3,200,000 issued
and outstanding 1 1
Class C common stock, $.0001 par value, 4,000
shares authorized, issued and outstanding 0 0
Capital in excess of par value 3,247,212 3,068,458
Accumulated deficit (421,071) (372,625)
Unrealized gain (loss) on long-term investment (7,769) 126
Unamortized restricted stock award (30,604) (19,750)
----------- ------------
Total shareholders' equity 3,314,021 3,394,142
----------- ------------
$13,396,641 $13,269,129
=========== ============
The accompanying notes are an integral part of
these statements.
<Page 07>
SIMON PROPERTY GROUP, INC.
CONSOLIDATED CONDENSED STATEMENTS OF
OPERATIONS
(Unaudited and dollars in thousands,
except per share amounts)
For the
Three
Months
Ended
March 31,
-----------------------
1999 1998
REVENUE: ---------- -----------
Minimum rent $273,399 $184,460
Overage rent 13,440 9,782
Tenant reimbursements 137,257 90,160
Other income 21,256 15,855
---------- -----------
Total revenue 445,352 300,257
---------- -----------
EXPENSES:
Property operating 68,334 49,779
Depreciation and amortization 89,479 58,305
Real estate taxes 46,785 30,195
Repairs and maintenance 19,926 11,895
Advertising and promotion 14,698 8,101
Provision for credit losses 1,830 2,722
Other 7,682 5,593
---------- -----------
Total operating expenses 248,734 166,590
---------- -----------
OPERATING INCOME 196,618 133,667
INTEREST EXPENSE 138,570 91,910
---------- -----------
INCOME BEFORE MINORITY INTEREST 58,048 41,757
MINORITY INTEREST (1,815) (1,442)
---------- -----------
INCOME BEFORE UNCONSOLIDATED ENTITIES 56,233 40,315
INCOME FROM UNCONSOLIDATED ENTITIES 12,317 4,809
---------- -----------
INCOME BEFORE EXTRAORDINARY ITEM 68,550 45,124
EXTRAORDINARY ITEM (1,774) 0
---------- -----------
INCOME BEFORE ALLOCATION TO LIMITED
PARTNERS 66,776 45,124
LESS:
LIMITED PARTNERS' INTEREST IN THE SPG
OPERATING PARTNERSHIP 13,282 13,842
PREFERRED DIVIDENDS OF SUBSIDIARY 7,334 0
---------- -----------
NET INCOME 46,160 31,282
PREFERRED DIVIDENDS (10,371) (7,334)
---------- -----------
NET INCOME AVAILABLE TO COMMON
SHAREHOLDERS $35,789 $23,948
========== ===========
BASIC EARNINGS PER COMMON SHARE:
Income before extraordinary item $0.22 $0.22
Extraordinary item
(0.01) --
---------- -----------
Net income $0.21 $0.22
---------- -----------
DILUTED EARNINGS PER COMMON SHARE:
Income before extraordinary item $0.22 $0.22
Extraordinary item
(0.01) --
---------- -----------
Net income $0.21 $0.22
---------- -----------
The accompanying notes are an integral
part of these statements.
<Page 08>
SIMON PROPERTY GROUP, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited and dollars in thousands)
For the
Three
Months
Ended March
31,
------------------------
1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES: ----------- -----------
Net income $46,160 $31,282
Adjustments to reconcile net income to net cash
provided by operating activities-
Depreciation and amortization 92,082 60,424
Extraordinary item 1,774 0
Limited partners' interest in the SPG Operating
Partnership 13,282 13,842
Preferred dividends of Subsidiary 7,334 0
Straight-line rent (4,927) (1,676)
Minority interest 1,815 1,442
Equity in income of unconsolidated entities (12,317) (4,809)
Changes in assets and liabilities-
Tenant receivables and accrued revenue (4,476) 10,654
Deferred costs and other assets (3,659) (3,077)
Accounts payable, accrued expenses and other
liabilities (60,140) 11,390
----------- -----------
Net cash provided by operating activities 76,928 119,472
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions (30,300) (242,956)
Capital expenditures (100,289) (61,199)
Cash from acquisitions and consolidation of joint
ventures, net 8,326 931
Change in restricted cash 0 3,022
Net proceeds from sale of assets 0 9,280
Investments in unconsolidated entities (19,008) (3,644)
Note payment from the SRC Operating Partnership 10,000 0
Distributions from unconsolidated entities 63,095 47,059
Investments in and advances to Management Company
and affiliate (11,036) (3,974)
----------- -----------
Net cash used in investing activities (79,212) (251,481)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sales of common, net 170 494
Minority interest distributions, net (3,545) (3,259)
Preferred dividends of Subsidiary (7,334) 0
Preferred dividends and distributions to
shareholders (97,838) (62,724)
Distributions to limited partners (32,412) (31,377)
Mortgage and other note proceeds, net of transaction
costs 913,529 296,995
Mortgage and other note principal payments (808,982) (75,822)
----------- -----------
Net cash provided by (used in) financing activities (36,412) 124,307
----------- -----------
INCREASE IN CASH AND CASH EQUIVALENTS (38,696) (7,702)
CASH AND CASH EQUIVALENTS, beginning of period 127,626 109,699
----------- -----------
CASH AND CASH EQUIVALENTS, end of period $88,930 $101,997
=========== ===========
The accompanying notes are an integral part of these
statements.
<Page 09>
SPG REALTY CONSULTANTS, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited and dollars in thousands, except per share
amounts)
March 31, December 31,
1999 1998
ASSETS: --------- ------------
Investment properties, at cost $33,799 $33,689
Less - accumulated depreciation 12,073 12,359
--------- ------------
21,726 21,330
Cash and cash equivalents 2,169 1,569
Note receivable from SPG Operating Partnership
(Interest at 8%, due 2008) 5,984 17,907
Tenant receivables 1,069 783
Investments in joint ventures, at equity 4,569 3,502
Other 1,013 1,510
--------- ------------
$36,530 $46,601
========= ============
LIABILITIES:
Mortgages and other indebtedness $856 $991
Mortgage payable to SPG Operating Partnership (Interest
at 7% and 16%, respectively, due 2013) 10,565 20,565
Other liabilities 4,639 3,990
--------- ------------
Total liabilities 16,060 25,546
--------- ------------
COMMITMENTS AND CONTINGENCIES (Note 10)
LIMITED PARTNERS' INTEREST IN THE SRC OPERATING
PARTNERSHIP 5,662 5,988
SHAREHOLDERS' EQUITY:
Common stock, $.0001 par value, 7,500,000 shares
authorized, 1,731,889.67 and 1,667,750.31 issued and
outstanding, respectively 0 0
Capital in excess of par value 30,437 29,861
Accumulated deficit (15,629) (14,794)
--------- ------------
Total shareholders' equity 14,808 15,067
--------- ------------
$36,530 $46,601
========= ============
The accompanying notes are an integral part of these
statements.
<Page 10>
SPG REALTY CONSULTANTS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited and dollars in thousands, except per
share amounts)
For the
Three Months
Ended March
31,
-------------------------
1999 1998
REVENUE: ----------- ------------
Minimum rent $1,138 $782
Tenant reimbursements 171 212
Other income 265 71
----------- ------------
Total revenue 1,574 1,065
----------- ------------
EXPENSES:
Property operating 439 541
Depreciation and amortization 281 229
Administrative and other 574 216
----------- ------------
Total operating expenses 1,294 986
----------- ------------
OPERATING INCOME 280 79
INTEREST EXPENSE 2,552 338
----------- ------------
LOSS BEFORE UNCONSOLIDATED ENTITIES (2,272) (259)
INCOME FROM UNCONSOLIDATED ENTITIES 1,110 147
----------- ------------
LOSS BEFORE ALLOCATION TO LIMITED PARTNERS (1,162) (112)
LESS--LIMITED PARTNERS' INTEREST IN
THE SRC OPERATING PARTNERSHIP (327) 0
----------- ------------
LOSS BEFORE INCOME TAXES (835) (112)
BENEFIT FOR INCOME TAXES 0 67
----------- ------------
NET LOSS ($835) ($45)
=========== ============
BASIC AND DILUTED NET LOSS PER COMMON SHARE ($0.49) ($0.08)
=========== ============
BASIC AND DILUTED WEIGHTED AVERAGE SHARES
OUTSTANDING 1,689,866.02 558,706.00
=========== ============
The accompanying notes are an integral part of
these statements.
<Page 11>
SPG REALTY CONSULTANTS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH
FLOWS
(Unaudited and dollars in thousands)
For the
Three Months
Ended March
31,
---------------------------
1999 1998
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($835) ($45)
Adjustments to reconcile net loss to net cash
provided by operating activities-
Depreciation and amortization 281 229
Limited partners' interest in SRC Operating
Partnership (327) 0
Straight-line rent (28) 0
Equity in income of unconsolidated entities (1,110) (147)
Changes in assets and liabilities-
Tenant receivables and other assets 226 80
Other liabilities 648 96
------------ ------------
Net cash provided by operating activities (1,145) 213
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (663) (367)
Investments in unconsolidated entities 0 (1,133)
Note payment from the SPG Operating
Partnership 11,923 0
Distributions from unconsolidated entities 43 410
------------ ------------
Net cash used in investing activities 11,303 (1,090)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sales (acquisition and
retirement) of common stock 577 (1)
Distributions to shareholders 0 (268)
Mortgage and other note proceeds, net of
transaction costs 0 962
Mortgage and other note principal payments (10,135) (63)
------------ ------------
Net cash provided by (used in) financing
activities (9,558) 630
------------ ------------
CHANGE IN CASH AND CASH EQUIVALENTS 600 (247)
CASH AND CASH EQUIVALENTS, beginning of period
1,569 4,147
------------ ------------
CASH AND CASH EQUIVALENTS, end of period $2,169 $3,900
============ ============
The accompanying notes are an integral part of
these statements.
<Page 12>
SIMON PROPERTY GROUP, INC. AND
SPG REALTY CONSULTANTS, INC.
Notes to Unaudited Condensed Financial Statements
(Dollars in thousands, except per share amounts
and where indicated as in billions)
Note 1 - Basis of Presentation
The accompanying combined consolidated
financial statements include Simon Property
Group, Inc. ("SPG") and subsidiaries and its
paired-share affiliate SPG Realty Consultants,
Inc. ("SRC" and together with SPG, the
"Companies") and its subsidiary. All significant
intercompany amounts have been eliminated. The
combined balance sheets and statements of
operations and cash flows reflect the purchase
of Corporate Property Investors, Inc. ("CPI")
and related transactions (the "CPI Merger") as
of the close of business on September 24, 1998.
Operating results prior to the completion of the
CPI Merger represent the operating results of
Simon DeBartolo Group, Inc. and subsidiaries
("SDG"), the predecessor to SPG for financial
reporting purposes.
The accompanying consolidated financial
statements for SPG include the accounts of SPG
and its subsidiaries. All significant
intercompany amounts have been eliminated. SPG's
primary subsidiary is Simon Property Group, L.P.
(the "SPG Operating Partnership"), formerly
known as Simon DeBartolo Group, L.P. ("SDG,
LP"). The balance sheets and statements of
operations and cash flows reflect the purchase
of CPI as of the close of business on September 24,
1998. Operating results prior to the CPI Merger
represent the operating results of SDG.
The accompanying consolidated financial statements of the
paired share affiliate, SRC, include the accounts of
SPG Realty Consultants, L.P. (the "SRC Operating Partnership").
Because the cash contributed to SRC and the SRC
Operating Partnership in exchange for shares of
common stock and units of partnership interests
("Units"), in connection with the CPI Merger
represented equity transactions, SRC, unlike
CPI, is not subject to purchase accounting
treatment. The separate statements of SRC
represent the historical results of Corporate
Realty Consultants, Inc. ("CRC"), the
predecessor to SRC, for all periods presented.
The SRC Operating Partnership and the SPG Operating
Partnership are hereafter referred to as the
"Operating Partnerships" and, together with the
Companies, as "Simon Group".
The accompanying financial statements have
been prepared in accordance with generally
accepted accounting principles, which require
management to make estimates and assumptions
that affect the reported amounts of assets and
liabilities and disclosure of contingent assets
and liabilities at the date of the financial
statements and revenues and expenses during the reported
periods. Actual results could differ from these estimates.
Outstanding common shares of SPG are paired
with 1/100th of a common share of SRC (together
"Paired Shares"). SPG is a selfadministrated and
self-managed, paired-share real estate
investment trust ("REIT"), and is engaged
primarily in the ownership, operation,
management, leasing, acquisition, expansion and
development of real estate properties, primarily
regional malls and community shopping centers.
As of March 31, 1999, Simon Group owned or held
an interest in 243 income-producing properties,
which consist of 153 regional malls, 77
community shopping centers, four specialty
retail centers, six office and mixed-use
properties and three value-oriented super-
regional malls in 35 states (the "Properties")
and one asset in Europe. Simon Group also owned
interests in one regional mall, one value
oriented superregional mall, three community
centers and one outlet center currently under
construction and twelve parcels of land held for
future development. In addition, Simon Group
holds substantially all of the economic interest
in M.S. Management Associates, Inc. (the
"Management Company" -See Note 7). Simon Group
holds substantially all of the economic interest
in, and the Management Company holds
substantially all of the voting stock of,
DeBartolo Properties Management, Inc. ("DPMI"),
which provides architectural, design,
construction and other services to substantially
all of the Properties, as well as certain other
regional malls and community shopping centers
owned by third parties. The Companies owned
72.3% and 71.6% of the Operating Partnerships at
March 31, 1999 and December 31, 1998,
respectively.
Properties which are wholly-owned or owned
less than 100% and are controlled by the
Operating Partnerships are accounted for using
the consolidated method of accounting. Control
is demonstrated by the ability of the general
partner to manage day-to-day operations,
refinance debt and sell the assets of the
partnership without the consent of the limited
partner and the inability of the limited partner
to replace the general partner. Investments in
partnerships and joint ventures which represent
noncontrolling ownership interests and the
investment in the Management Company are
accounted for using the equity method of
accounting. These investments are recorded
initially at cost and subsequently adjusted for
net equity in income (loss) and cash
contributions and distributions.
<Page 13>
Net operating results of the Operating Partnerships are
allocated to the Companies based first on the Companies' preferred
unit preference, if applicable, and then on their
remaining ownership interests in the Operating
Partnerships during the period. The Companies' remaining
weighted average ownership interests in the Operating
Partnerships for the three-month period ended March 31,
1999 were 71.8%. SPG's remaining weighted average
ownership interest in the SPG Operating Partnership for
the three-month period ended March 31, 1998 was 63.4%.
Prior to the CPI Merger, SRC owned its assets directly.
Note 2 - CPI Merger
For financial reporting purposes, as of the close of
business on September 24, 1998, the CPI Merger was
consummated pursuant to the Agreement and Plan of Merger dated
February 18, 1998, among SDG, CPI and CRC.
Pursuant to the terms of the CPI Merger, a
subsidiary of CPI merged with and into SDG with
SDG continuing as the surviving company. SDG
became a majority-owned subsidiary of CPI. The
outstanding shares of common stock of SDG were
exchanged for a like number of shares of CPI.
Beneficial interests in CRC were acquired for
$14,000 in order to pair the common stock of CPI
with 1/100th of a share of common stock of CRC,
the paired share affiliate.
Immediately prior to the consummation of the
CPI Merger, the holders of CPI common stock were
paid a merger dividend consisting of (i) $90 in
cash, (ii) 1.0818 additional shares of CPI common
stock and (iii) 0.19 shares of 6.50% Series B
convertible preferred stock of CPI per
share of CPI common stock. Immediately prior to
the CPI Merger, there were 25,496,476 shares of
CPI common stock outstanding. The aggregate value
associated with the completion of the CPI Merger
was approximately $5.9 billion including
transaction costs and liabilities assumed.
To finance the cash portion of the CPI Merger
consideration, $1.4 billion was borrowed under a new senior
unsecured medium term bridge loan (the "Merger
Facility"), which bears interest at a base rate
of LIBOR plus 65 basis points and matures in
three mandatory amortization payments (on June
22, 1999, March 24, 2000 and September 24, 2000)
(See Note 8). An additional $237,000 was also
borrowed under the SPG Operating Partnership's
existing $1.25 billion unsecured revolving credit
facility (the "Credit Facility"). In connection
with the CPI Merger, CPI was renamed "Simon
Property Group, Inc." CPI's paired share affiliate,
CRC was renamed "SPG Realty Consultants, Inc." In
addition SDG and SDG, LP were renamed "SPG
Properties, Inc.", and "Simon Property Group,
L.P.", respectively.
Upon completion of the CPI Merger, SPG transferred
substantially all of the CPI assets acquired, which
consisted primarily of 23 regional malls, one
community center, two office buildings and one
regional mall under construction (other than one
regional mall, Ocean County Mall, and certain net
leased properties valued at approximately $153,100)
and liabilities assumed (except that SPG remains a
co-obligor with respect to the Merger Facility) of
approximately $2.3 billion to SPG Operating
Partnership or one or more subsidiaries of the SPG
Operating Partnership in exchange for 47,790,550
limited partnership interests and 5,053,580
preferred partnership interests in SPG Operating
Partnership. The preferred partnership interests
carry the same rights and equal the number of
preferred shares issued and outstanding as a direct
result of the CPI Merger. Likewise, the net assets
of SRC, with a carrying value of approximately
$14,755, were transferred to the SRC Operating
Partnership in exchange for partnership interests.
The Companies accounted for the merger between
SDG and the CPI merger subsidiary as a reverse
purchase in accordance with Accounting Principles
Board Opinion No. 16. Although paired shares of the
former CPI and CRC were issued
to SDG common stock holders and SDG became a
substantially wholly owned subsidiary of CPI
following the CPI Merger, CPI is considered the
business acquired for accounting purposes. SDG is
considered the acquiring company because the SDG
common stockholders hold a majority of the common
stock of SPG, post-merger. The value of the
consideration paid by SDG has been allocated to the
estimated fair value of the CPI assets acquired and
liabilities assumed which resulted in goodwill of
$58,134, as adjusted. Goodwill is being amortized
over the estimated life of the Properties of 35
years. Purchase accounting will be finalized when
SPG completes and implements its combined operating
plan, which is expected to occur by the third
quarter of 1999.
SDG, LP contributed $14,000 cash to CRC and
$8,000 cash to the SRC Operating Partnership on
behalf of the SDG common stockholders and the
limited partners of SDG, LP to obtain the
beneficial interests in common stock of CRC, which
were paired with the shares of common stock issued
by SPG, and to obtain Units in the SRC Operating
Partnership so that the limited partners of SDG, LP
would hold the same proportionate interest in the
SRC Operating Partnership that they hold in SDG, LP.
The cash contributed to CRC and the
SRC Operating Partnership in exchange for an
ownership interest therein have been appropriately
accounted for as capital infusion or equity
transactions. The assets and liabilities of CRC
have been reflected at historical cost. Adjusting
said assets and liabilities to fair value would
only have been appropriate if the SDG stockholders'
beneficial interests in CRC exceeded 80%.
<Page 14>
Pro Forma
The following unaudited pro forma summary financial
information excludes any extraordinary items and
combines the consolidated results of operations of SPG and
SRC as if the CPI Merger had occurred as of January
1, 1998, and were carried forward through March 31,
1998. Preparation of the pro forma summary
information was based upon assumptions deemed
appropriate by management. The pro forma summary
information is not necessarily indicative of the
results which actually would have occurred if the
CPI Merger had been consummated at January 1, 1998,
nor does it purport to represent the results of
operations for future periods.
Three Months Ended
March 31, 1998
Revenue $ 405,570
Net income before Limited Partners' =========
interest (1) $ 86,824
Net income available to common =========
shareholders $ 49,170
=========
Net income per share (1) $ 0.30
=========
Net income per share - assuming dilution $ 0.30
=========
Weighted average number of shares of common
stock outstanding 162,762,816
===========
Weighted average number of shares of common
stock outstanding - assuming dilution 163,150,039
(1) Includes a net gain on the sales of assets of $44,311,
or $0.19 on a basic earnings per share basis.
Note 3 - Reclassifications
Certain reclassifications of prior period
amounts have been made in the financial
statements to conform to the 1999 presentation.
These reclassifications have no impact on the
net operating results previously reported.
Note 4 - Per Share Data
Basic earnings per share is based on the
weighted average number of shares of common
stock outstanding during the period and diluted
earnings per share is based on the weighted
average number of shares of common stock
outstanding combined with the incremental
weighted average shares that would have been
outstanding if all dilutive potential common
shares would have been converted into shares at
the earliest date possible. The weighted average
number of shares used in the computation for the
three-month periods ended March 31, 1999 and
1998 was 168,986,602 and 109,684,252,
respectively. The diluted weighted average
number of shares used in the computation for the
three-month periods ended March 31, 1999 and
1998 was 169,168,474 and 110,071,475,
respectively.
Combined basic and diluted earnings per
share is presented in the financial statements
based upon the weighted average number of Paired
Shares outstanding, giving effect to the CPI
Merger as of the close of business on September
24, 1998. Management believes this presentation
provides the shareholders with the most
meaningful presentation of earnings for a single
interest in the combined entities.
Both series of convertible preferred stock
issued and outstanding during the comparative
periods did not have a dilutive
effect on earnings per share. Paired Units held
by limited partners in the Operating Partnerships
may be exchanged for Paired Shares, on a one-
forone basis in certain circumstances. If
exchanged, the paired Units would not have a
dilutive effect. The increase in weighted average
shares outstanding under the diluted method over
the basic method in every period presented for
the Companies is due entirely to the effect of
outstanding stock options. Basic earnings and
diluted earnings were the same for all periods
presented.
Note 5 - Cash Flow Information
Cash paid for interest, net of amounts
capitalized, during the three months ended March
31, 1999 was $125,245 as compared to $80,690 for
the same period in 1998. Accrued and unpaid
distributions were $196 and $3,428 at March 31,
1999 and December 31, 1998, respectively, and
represented distributions payable on SPG's 6.5%
Series A Convertible
Preferred Stock. See Notes 6 and 9 for
information about noncash transactions during the
three months ended March 31, 1999.
<Page 15>
Note 6 - Other Acquisitions and Development
On January 29, 1999, Simon Group acquired
the remaining 15% ownership interests in Lakeline
Mall and Lakeline Plaza for $6,300 cash from
existing working capital. In addition, on March
1, 1999, Simon Group acquired the remaining 50%
ownership interest in Century III Mall for
$57,000. The purchase price of the Century III
Mall interest included the assumption of $33,000
of mortgage indebtedness, with the remainder
financed through the Credit Facility. Each of
these Properties were previously accounted for
using the equity method of accounting and are
now accounted for using the consolidated method
of accounting.
In January of 1999, The Shops at Sunset
Place opened in South Miami, Florida. Simon
Group owns a noncontrolling 37.5% interest in
this 510,000 square-foot destinationoriented
retail and entertainment project.
Note 7 - Investment in Unconsolidated Entities
Partnerships and Joint Ventures
Summary financial information of Simon
Group's investment in partnerships and joint
ventures accounted for using the equity method
of accounting and a summary of Simon Group's
investment in and share of income from such
partnerships and joint ventures follow:
March 31, December 31,
BALANCE SHEETS 1999 1998
Assets:
Investment properties at cost, net $ 4,189,770 $ 4,290,795
Cash and cash equivalents 153,563 173,778
Tenant receivables 139,323 140,579
Other assets 114,776 103,481
--------- ---------
Total assets $ 4,597,432 $ 4,708,633
Liabilities and Partners' Equity:
Mortgages and other indebtedness $ 2,805,733 $ 2,861,589
Accounts payable, accrued expenses
and other liabilities 203,868 227,677
--------- --------
Total liabilities 3,009,601 3,089,266
Partners' equity 1,587,831 1,619,367
--------- ---------
Total liabilities and
partners' equity $ 4,597,432 $ 4,708,633
========= =========
Simon Group's Share of:
Total assets $ 1,812,265 $ 1,910,021
========= =========
Partners' equity $ 545,800 $ 568,998
Add: Excess Investment (See below) 647,515 708,616
--------- ---------
Simon Group's Net Investment in
Joint Ventures $ 1,193,315 $ 1,277,614
========= =========
<Page 16>
For the three
months ended
March 31,
STATEMENTS OF OPERATIONS 1999 1998
--------- --------
Revenue:
Minimum rent $127,133 $ 90,681
Overage rent 3,842 2,822
Tenant reimbursements 59,606 41,876
Other income 8,721 5,686
------- ------
Total revenue 199,302 141,065
Operating Expenses:
Operating expenses and other 71,284 50,637
Depreciation and amortization 34,730 29,790
------ ------
Total operating expenses 106,014 80,427
Operating Income 93,288 60,638
Interest Expense 47,288 38,677
------- ------
Net Income 46,000 21,961
Third Party Investors' Share of Net
Income 27,702 16,823
------- ------
Simon Group's Share of Net Income $ 18,298 $ 5,138
Amortization of Excess
Investment (See below) (6,057) (1,985)
======= =======
Income from Unconsolidated
Entities $ 12,241 $ 3,153
======= =======
As of March 31, 1999 and December 31, 1998,
the unamortized excess of Simon Group's investment
over its share of the equity in the underlying net
assets of the partnerships and joint ventures ("Excess
Investment") was $647,515 and $708,616, respectively.
This Excess Investment is being amortized generally
over the life of the related Properties. Amortization
included in income from unconsolidated entities for
the three-month periods ended March 31, 1999 and 1998
was $6,057 and $1,985, respectively.
The net income or net loss for each partnership and
joint venture is allocated in accordance with the
provisions of the applicable partnership or joint
venture agreement. The allocation provisions in these
agreements are not always consistent with the
ownership interest held by each general or limited
partner or joint venturer, primarily due to partner
preferences.
The Management Company
The Management Company, including its consolidated
subsidiaries, provides management, leasing,
development, accounting, legal, marketing and
management information systems services to one wholly-
owned Property, 41 non-wholly owned Properties,
Melvin Simon & Associates, Inc., and certain other
nonowned properties. Certain subsidiaries of the
Management Company provide architectural, design,
construction, insurance and other services primarily to
certain of the Properties. The Management Company also
invests in other businesses to provide other synergistic
services to the Properties. Simon Group's share of consolidated
net income of the Management Company, after intercompany profit
eliminations, was $1,186 and $1,656 for the three-month
periods ended March 31, 1999 and 1998, respectively.
Note 8 - Debt
At March 31, 1999, Simon Group had consolidated
debt of $8,263,590, of which $6,377,404 was fixed-rate
debt and $1,886,186 was variable-rate debt. Simon
Group's pro rata share of indebtedness of the
unconsolidated joint venture Properties as of March 31,
1999 was $1,156,594. As of March 31, 1999 and December
31, 1998, Simon Group had interestrate protection
agreements related to $937,999 of its consolidated
indebtedness. The agreements are generally in effect
until the related variable-rate debt matures. Simon
Group's hedging activity did not materially impact
interest expense for the three months ended March 31,
1999 or 1998.
In January of 1999, Simon Group retired the $21,910
mortgage on North East Mall using cash from working
capital. The paydown included a $1,774 prepayment
charge, which was recorded as an extraordinary loss.
On February 4, 1999, the SPG Operating Partnership
completed the sale of $600,000 of senior unsecured notes.
These notes include two $300,000 tranches. The first tranche
bears interest at 6.75% and matures on February 4, 2004 and
the second tranche bears interest at 7.125% and matures on
February 4, 2009. The SPG Operating Partnership used the net
proceeds of approximately $594,000 primarily to retire the
$450,000 initial tranche of the Merger Facility and to pay $142,000
on the outstanding balance of the Credit Facility.
<Page 17>
Note 9 - Shareholders'Equity
The following table summarizes the changes in the Companies'
shareholders' equity since December 31, 1998.
<TABLE>
SPG SPG SRC Unrealized Capital in Unamortized Total
Preferred Common Common Gain (Loss) Excess of Par Accumulated Restricted Stock Shareholders'
Stock Stock Stock on Investment (1) Value Deficit Award Equity
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1998 $ 717,916 $ 17 $ 0 $ 126 $ 3,083,213 $ (372,313) $ (19,750) $3,409,209
Conversion of 150,000 shares of
Series A Preferred Stock into
5,699,304 Paired Shares (2) (191,681) 1 191,680 --
Common stock issued as dividend
(152,346 Paired Shares) (2) 3,986 3,986
Stock incentive program (525,786
Paired Shares, net of forfeitures) 13,567 (13,567) --
Amortization of stock incentive 2,713 2,713
Stock options exercised (36,500
Paired Shares) 855 855
Adjustment to the limited partners'
interests in the Operating
Partnerships (30,758) (30,758)
Distributions (94,606) (94,606)
Subtotal 526,235 18 126 3,262,543 (466,919) (30,604) 3,291,399
Comprehensive Income:
Unrealized loss on investment (1) (7,895) (7,895)
Net income 45,325 45,325
Total Comprehensive Income (7,895) 45,325 37,430
Balance at March 31, 1999 $ 526,235 $ 18 $ 0 $(7,769) $ 3,262,543 $ (421,594) $ (30,604) $3,328,829
</TABLE>
(1) Amounts consist of the Companies' pro rata share of the unrealized loss
resulting from the change in market value of 1,408,450 shares of common
stock of Chelsea GCA Realty, Inc. ("Chelsea"), a publicly traded REIT,
which Simon Group purchased on June 16, 1997. The investment in Chelsea
is being reflected in the accompanying consolidated condensed balance
sheets in other investments.
(2) On February 26, 1999, 150,000 shares of SPG's Series A Convertible
Preferred stock were converted into 5,699,304 Paired Shares, with
59,249 shares of Series A Convertible Preferred stock remaining
outstanding. Additionally, on March 1, 1999 another 152,346 Paired
Shares were issued to the holders of the converted shares in lieu of
the cash dividends allocable to these preferred shares.
<Page 18>
The Simon Property Group 1998 Stock Incentive Plan
At the time of the CPI Merger, Simon Group adopted `The Simon
Property Group 1998 Stock Incentive Plan' (the "1998 Plan"). The 1998
Plan provides for the grant of equity-based awards during the ten-year
period following its adoption, in the form of options to purchase
Paired Shares ("Options"), stock appreciation rights ("SARs"), restricted
stock grants and performance unit awards (collectively, "Awards"). Options
may be granted which are qualified as "incentive stock options" within
the meaning of Section 422 of the Code and Options which are not so qualified.
In March of 1999, 533,696 shares of restricted stock were awarded to
executives related to 1998 performance. As of March 31, 1999, 1,813,011
Paired Shares of restricted stock, net of forfeitures, were deemed earned
and awarded under the 1998 Plan. Approximately $2,713 and $1,347 relating
to these programs were amortized in the three-month periods ended
March 31, 1999 and 1998, respectively. The cost of restricted
stock grants, which is based upon the stock's fair market value at
the time such stock is earned, awarded and issued, is charged to
shareholders' equity and subsequently amortized against earnings of
Simon Group over the vesting period.
Note 10 - Commitments and Contingencies
Litigation
Richard E. Jacobs, et al. v. Simon DeBartolo Group, L.P. On
September 3, 1998, a complaint was filed in the Court of Common Pleas
in Cuyahoga County, Ohio, captioned Richard E. Jacobs, et al. v. Simon
DeBartolo Group, L.P. The plaintiffs are all principals or affiliates
of The Richard E. Jacobs Group, Inc. ("Jacobs"). The plaintiffs allege
in their complaint that the SPG Operating Partnership engaged in
malicious prosecution, abuse of process, defamation, libel, injurious
falsehood/unlawful disparagement, deceptive trade practices under
Ohio law, tortious interference and unfair competition in connection with
the SPG Operating Partnership's acquisition by tender offer of
shares in RPT, a Massachusetts business trust, and certain litigation
instituted in September, 1997, by the SPG Operating Partnership against
Jacobs in federal district court in New York, wherein the SPG Operating
Partnership alleged that Jacobs and other parties had engaged, or were
engaging in activity which violated Section 10(b) of the Securities Exchange
Act of 1934, as well as certain rules promulgated thereunder. Plaintiffs
in the Ohio action are seeking compensatory damages in excess of $200,000,
punitive damages and reimbursement for fees and expenses. It is
difficult to predict the ultimate outcome of this action and there can
be no assurance that the SPG Operating Partnership will receive a
favorable verdict. Based upon the information known at this time, in the
opinion of management, it is not expected that this action will have a
material adverse effect on Simon Group.
Carlo Angostinelli et al. v. DeBartolo Realty Corp. et al. On
October 16, 1996, a complaint was filed in the Court of Common Pleas
of Mahoning County, Ohio, captioned Carlo Angostinelli et al. v.
DeBartolo Realty Corp. et al. The named defendants are SD Property Group,
Inc., an indirect 99%-owned subsidiary of SPG, and DeBartolo Properties
Management, Inc., a subsidiary of the Management Company, and the
plaintiffs are 27 former employees of the defendants. In the complaint,
the plaintiffs alleged that they were recipients of deferred
stock grants under the DRC Plan and that these grants immediately vested
under the DRC Plan's "change in control" provision as a result of the
DRC Merger. Plaintiffs asserted that the defendants' refusal to issue
them approximately 661,000 shares of DRC common stock, which is equivalent
to approximately 450,000 Paired Shares computed at the 0.68 exchange
ratio used in the DRC Merger, constituted a breach of contract and a breach
of the implied covenant of good faith and fair dealing under Ohio law.
Plaintiffs sought damages equal to such number of shares of DRC common stock,
or cash in lieu thereof, equal to all deferred stock ever granted to them
under the DRC Plan, dividends on such stock from the time of the
grants, compensatory damages for breach of the implied covenant of good
faith and fair dealing, and punitive damages. The complaint was served
on the defendants on October 28, 1996. The plaintiffs and the defendants
each filed motions for summary judgment. On October 31, 1997, the
Court entered a judgment in favor of the defendants granting their motion
for summary judgment. The plaintiffs have appealed this judgment and the
matter is pending. While it is difficult to predict the ultimate outcome of
this action, based on the information known to date, it is not expected that
this action will have a material adverse effect on Simon Group.
Roel Vento et al v. Tom Taylor et al. An affiliate of Simon Group is
a defendant in litigation entitled Roel Vento et al v. Tom Taylor et al.,
in the District Court of Cameron County, Texas, in which a judgment in the
amount of $7,800 has been entered against all defendants. This
judgment includes approximately $6,500 of punitive damages and is based
upon a jury's findings on four separate theories of liability
including fraud, intentional infliction of emotional distress, tortious
interference with contract and civil conspiracy arising out of the
sale of a business operating under a temporary license agreement at Valle
Vista Mall in Harlingen, Texas. Simon Group is seeking to
overturn the award and has appealed the verdict. Simon Group's appeal is
pending. Although management is optimistic that they may be able
to reverse or reduce the verdict, there can be no assurance thereof.
Management, based upon the advice of counsel, believes that the ultimate
outcome of this action will not have a material adverse effect on Simon Group.
<Page 19>
Simon Group currently is not subject to any other material litigation
other than routine litigation and administrative proceedings arising in the
ordinary course of business. On the basis of consultation with counsel,
management believes that these items will not have a material adverse impact
on Simon Group's financial position or results of operations.
Note 11 - Related Party Transactions
During the comparative periods, the SRC Operating Partnership received
a substantial amount of its rental income from the SPG Operating Partnership,
and from CPI for periods prior to the CPI Merger, for office space under lease.
Note 12 - New Accounting Pronouncements
On June 15, 1998, the FASB issued Statement of Financial Accounting
Standards No. 133, Accounting for Derivative Instruments and Hedging
Activities. The Statement establishes accounting and reporting standards
requiring that every derivative instrument (including certain
derivative instruments embedded in other contracts) be recorded in the
balance sheet as either an asset or liability measured at its fair
value. The Statement requires that changes in the derivative's fair value
be recognized currently in earnings unless specific hedge accounting
criteria are met. Special accounting for qualifying hedges
allows a derivative's gains and losses to offset related results on the
hedged item in the income statement, and requires that a company formally
document, designate, and assess the effectiveness of transactions that
receive hedge accounting.
Statement 133 will be effective for Simon Group beginning with
the 2000 fiscal year and may not be applied retroactively. Management
does not expect the impact of Statement 133 to be material
to the financial statements. However, the Statement could increase
volatility in earnings and other comprehensive income.
On April 3, 1998, the Accounting Standards Executive Committee issued
Statement of Position 98-5 ("SOP 98-5"), Reporting on the Costs of Start-Up
Activities, which is effective for fiscal years beginning after December 15,
1998. The Companies have assessed the impact of this pronouncement and
determined the impact to be immaterial to the financial statements.
Note 13 - Pending Acquisition
On February 25, 1999 Simon Group entered into a definitive agreement
with New England Development Company ("NED") to acquire and assume
management responsibilities for NED's portfolio of up to 14 regional
malls aggregating approximately 10.6 million square feet of GLA. The
purchase price for the portfolio is approximately $1.725 billion. On
April 15, 1999, Simon Group executed a letter of intent to form a joint
venture to acquire the portfolio, with Simon Group's ultimate
ownership to be between 30% to 50%.
Note 14 - Subsequent Events
On April 15, 1999, Simon Group sold the Three Dag
Hammarskjold office building and land (the former
headquarters of CPI) in New York, New York for
$21,253. The SRC Operating Partnership, which
owned the building, used the net proceeds of
$11,753 related to the sale of the building
primarily to repay the remaining $10,565 mortgage
payable to the SPG Operating Partnership.
<Page 20>
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
SIMON PROPERTY GROUP, INC. AND SPG REALTY CONSULTANTS, INC. COMBINED
Certain statements made in this report may constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forwardlooking statements involve known
and unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of Simon Group to be materially
different from any future results, performance or achievements expressed
or implied by such forward-looking statements. Such factors include, among
others, the following: general economic and business conditions,
which will, among other things, affect demand for retail space or retail
goods, availability and creditworthiness of prospective tenants, lease rents
and the terms and availability of financing; adverse changes in the real
estate markets including, among other things, competition with other companies
and technology; risks of real estate development and acquisition; governmental
actions and initiatives; substantial indebtedness; conflicts of interests;
maintenance of REIT status; risks related to the "year 2000 issue"; and
environmental/safety requirements.
Overview
For financial reporting purposes, as of the close of
business on September 24, 1998, the operating results
include the CPI Merger described in Note 2 to the financial
statements. As a result, the 1999 consolidated results of
operations include an additional 17 regional malls, two office
buildings and one community center, with an additional six
regional malls being accounted for using the equity method of accounting.
The following Property acquisitions, sales and opening (the
"Property Transactions"), also impacted Simon Group's results of
operations in the comparative periods. On January 26, 1998, Simon Group
acquired 100% of Cordova Mall in Pensacola, Florida for approximately
$87.3 million. In March of 1998, Simon Group opened the approximately
$13.3 million Muncie Plaza in Muncie, Indiana. On May 5, 1998, Simon Group
acquired the remaining 50.1% interest in Rolling Oaks Mall for 519,889
shares of SPG's common stock, valued at approximately $17.2 million.
Effective June 1, 1998, Simon Group sold The Promenade for $33.5 million.
Effective June 30, 1998, Simon Group sold Southtown Mall for $3.3
million. On December 7, 1998, Simon Group obtained a controlling 90%
interest in The Arboretum, a community center in Austin, Texas.
On January 29, 1999, Simon Group acquired the remaining 15% ownership
interests in Lakeline Mall and Lakeline Plaza. On February 26, 1999
Simon Group acquired the remaining 50% ownership interests in Century III
Mall. (See Liquidity and Capital Resources for additional information
on the Lakeline Mall, Lakeline Plaza and Century III purchases.)
Results of Operations
For the Three Months Ended March 31, 1999 vs. the Three Months Ended
March 31, 1998
Total revenue increased $145.8 million or
48.6% for the three months ended March 31, 1999,
as compared to the same period in 1998. This
increase is primarily the result of the CPI
Merger ($116.6 million) and the Property
Transactions ($7.1 million). Excluding these
items, total revenues increased $22.1 million or
7.4%, primarily due to an $11.1 million increase
in minimum rent, a $7.0 million increase in
tenant reimbursements and a $4.3 million
increase in gains on the sales of real property.
The minimum rent increase results from increased
occupancy levels and the replacement of expiring
tenant leases with renewal leases at higher
minimum base rents, and the $7.0 million
increase in tenant reimbursements is offset by
an increase in recoverable expenses.
Total operating expenses increased $82.6 million, or
49.6%, for the three months ended March 31, 1999, as compared
to the same period in 1998. This increase is primarily the result
of the CPI Merger ($69.8 million) and the Property Transactions
($4.2 million). Excluding these transactions, total operating expenses
increased $8.6 million, or 5.2% primarily due to an $8.9
million increase in recoverable expenses, as described above, including a
$2.7 million increase in snow removal.
Interest expense increased $49.2 million, or 53.5% for the
three months ended March 31, 1999, as compared to the same period in 1998.
This increase is primarily a result of the CPI Merger ($41.5 million),
the Property Transactions ($2.5 million) and incremental
interest on borrowings under the Credit Facility to acquire a
noncontrolling joint venture interest in twelve regional malls
and two community centers (the "IBM Properties") in February 1998
($2.2 million). Excluding these transactions, interest expense
increased $3.0 million.
<Page 21>
Income from unconsolidated entities increased from $4.8
million in 1998 to $13.4 million in 1999, primarily from a $9.1 million
increase in income from unconsolidated partnerships and joint ventures.
This increase is primarily due to an increase in income from
the IBM Properties ($3.2 million) and the CPI Merger ($8.4 million),
partially offset by the increase in the amortization of the excess of
the Operating Partnerships' investment over their share of the equity in
the underlying net assets of unconsolidated jointventure Properties
($4.1 million).
Income before allocation to limited partners was $65.6 million for
the three months ended March 31, 1999, as compared to $45.1 million for
the same period in 1998, reflecting an increase of $20.5 million, primarily
for the reasons discussed above. Income before allocation to limited
partners was allocated to the Companies based on the Companies' direct
ownership of Ocean County Mall and certain net lease assets, and the
Companies' preferred Unit preference and weighted average ownership
interest in the Operating Partnerships during the period.
Preferred distributions of subsidiary represent distributions on
preferred stock of SPG Properties, Inc. (formerly "Simon DeBartolo
Group, Inc." prior to the CPI Merger), a 99.999% owned subsidiary of SPG.
Liquidity and Capital Resources
As of March 31, 1999, Simon Group's balance of cash and cash
equivalents was approximately $91.1 million. In addition to its cash
balance, Simon Group had a borrowing capacity on the Credit Facility of
$907.8 million available after outstanding borrowings and letters of
credit at March 31, 1999. Simon Group also has access to public equity and
debt markets. The SPG Operating Partnership has a debt shelf registration
statement under which $250 million in debt securities may be issued.
Management anticipates that cash generated from operating performance
will provide the necessary funds on a short- and long-term basis
for its operating expenses, interest expense on outstanding indebtedness,
recurring capital expenditures, and distributions to shareholders
in accordance with REIT requirements. Sources of capital for nonrecurring
capital expenditures, such as major building renovations and
expansions, as well as for scheduled principal payments, including balloon
payments, on outstanding indebtedness are expected to be obtained from:
(i) excess cash generated from operating performance; (ii) working capital
reserves; (iii) additional debt financing; and (iv) additional equity raised
in the public markets.
On February 26, 1999, 150,000 shares of SPG's Series A Convertible
Preferred stock were converted into 5,699,304 Paired Shares, with
59,249 shares of Series A Convertible Preferred stock remaining outstanding.
Additionally, on March 1, 1999, another 152,346 Paired Shares
were issued to the holders of the converted shares in lieu of the cash
dividends allocable to these preferred shares.
Sensitivity Analysis
Simon Group's future earnings, cash flows and fair values relating
to financial instruments are dependent upon prevalent market
rates of interest, such as LIBOR. Based upon consolidated indebtedness
and interest rates at March 31, 1999, a 1% increase in the market
rates of interest would decrease future earnings and cash flows by
approximately $11.4 million per year, and would decrease the fair value of
debt by approximately $900 million. A 1% decrease in the market rates of
interest would increase future earnings and cash flows by approximately
$11.4 million per year, and would increase the fair value of debt by
approximately $1.2 billion.
Financing and Debt
At March 31, 1999, Simon Group had consolidated debt of $8,264 million,
of which $6,378 million is fixed-rate debt bearing interest at a weighted
average rate of 7.31% and $1,886 million is variable-rate debt bearing
interest at a weighted average rate of 5.85%. As of March 31, 1999, Simon
Group had interest rate protection agreements related to $938 million of
consolidated variable-rate debt. Simon Group's interest rate protection
agreements did not materially impact interest expense or weighted
average borrowing rates for the three months ended March 31, 1999 or 1998.
Scheduled principal payments of the Companies' share of consolidated
indebtedness over the next five years is $3,905 million, with
$4,216 million thereafter. Simon Group's combined ratio of consolidated
debt-to-market capitalization was 53.0% and 51.2% at March 31,
1999 and December 31, 1998, respectively.
In January of 1999 Simon Group retired the $22 million mortgage
on North East Mall using cash from working capital. The paydown included
a $1.8 million prepayment charge, which was recorded as an extraordinary
loss.
<Page 22>
On February 4, 1999, the SPG Operating Partnership completed the
sale of $600 million of senior unsecured notes. These notes include two
$300 million tranches. The first tranche bears interest at 6.75% and
matures on February 4, 2004 and the second tranche bears interest at
7.125% and matures on February 4, 2009. The SPG Operating Partnership
used the net proceeds of approximately $594 million primarily to retire
the $450 million initial tranche of the Merger Facility and to
pay $142 million on the outstanding balance of the Credit Facility.
Acquisitions and Dispositions
Management continues to actively review and
evaluate a number of individual property and
portfolio acquisition opportunities. Management
believes that funds on hand, and amounts
available under the Credit Facility, together
with the net proceeds of public and private
offerings of debt and equity securities are
sufficient to finance likely acquisitions. No
assurance can be given that Simon Group will not
be required to, or will not elect to, even if
not required to, obtain funds from outside
sources, including through the sale of debt or
equity securities, to finance significant acquisitions,
if any.
On January 29, 1999, Simon Group acquired
the remaining 15% ownership interests in
Lakeline Mall and Lakeline Plaza for $6.3
million cash from existing working capital. In
addition, on March 1, 1999 Simon Group acquired
the remaining 50% ownership interest in Century
III Mall for $57 million. The purchase price of
the Century III Mall interest included the
assumption of $33 million of mortgage
indebtedness, with the remainder financed
through the Credit Facility. Each of these
Properties were previously accounted for using
the equity method of accounting and are now
accounted for using the consolidated method of
accounting.
On April 15, 1999, Simon Group sold the
Three Dag Hammarskjold office building and land
(the former headquarters of CPI) in New York,
New York for $21.3 million. The SRC Operating Partnership,
which owned the building, used the net proceeds
of $11.8 million related to the sale of the building
primarily to repay the remaining $10.6 million mortgage
payable to the SPG Operating Partnership.
Portfolio Restructuring. As a continuing
part of Simon Group's longterm strategic plan,
management is evaluating the potential sale of
nonretail holdings, along with a number of retail
assets that are no longer aligned with Simon
Group's strategic criteria. If these assets are
sold, management expects the sale prices will not
differ materially from the carrying value of the
related assets.
Development, Expansions and Renovations. Simon Group is
involved in several development, expansion and renovation efforts.
In January of 1999, The Shops at Sunset Place, a 510,000 square-
foot destination-oriented retail and entertainment project,
opened in South Miami, Florida. Simon Group owns 37.5% of
this approximately $150 million specialty center.
Construction also continues on the following projects,
which have an aggregate construction cost of approximately $711
million, Simon Group's share of which is approximately
$393 million:
* Concord Mills, a 37.5%-owned value-oriented
super regional mall project, containing
approximately 1.4 million square feet of GLA, is
scheduled to open in September of 1999 in
Concord (Charlotte), North Carolina.
* The Mall of Georgia, an approximately 1.6
million square foot regional mall project, is
scheduled to open in August of 1999. Adjacent to
the regional mall, The Mall of Georgia Crossing
is an approximately 441,000 square-foot
community shopping center project, which is also
scheduled to open in August of 1999. Simon Group
is funding 85% of the capital requirements of
the project. Simon Group has a noncontrolling
50% ownership interest in each of these
development projects after the return of its
equity and a 9% return thereon.
* In addition to Mall of Georgia Crossing, two
other new community center projects are under
construction: The Shops at North East Mall and
Waterford Lakes Town Center at a combined
1,243,000 square feet of GLA.
* Orlando Premium Outlets marks Simon Group's
first project to be constructed in the
partnership with Chelsea GCA Realty. This
433,000 square-foot upscale outlet center is
scheduled for completion in the summer of 2000
in Orlando, Florida.
A key objective of Simon Group is to increase the
profitability and market share of its Properties through strategic
renovations and expansions. Simon Group's share of projected
costs to fund all renovation and expansion projects in 1999 is
approximately $400 million, which includes approximately $56 million
incurred in the first three months of 1999. It is anticipated that the
cost of these projects will be financed principally with the Credit
Facility, project-specific indebtedness, access to debt and equity markets,
and cash flows from operations. Simon Group currently has seven
major expansion and/or
<Page 23>
redevelopment projects under construction and in
the preconstruction development stage with targeted 1999 completion
dates. Included in combined investment properties at March 31, 1999
is approximately $240 million of construction in progress, with
another $240 million in the unconsolidated joint venture investment
properties.
Distributions. The Companies declared a
distribution of $0.505 per Paired Share in the
first quarter of 1999. The current annual
distribution rate is $2.02 per Paired Share.
Future common stock distributions will be
determined based on actual results of operations
and cash available for distribution. In
addition, preferred distributions of $32.77 per
share of SPG's Series A preferred stock and
$1.625 per share of SPG's Series B preferred
stock were paid during the first quarter of
1999.
Investing and Financing Activities
Cash used in investing activities for the
three months ended March 31, 1999 of $89.8
million is primarily the result of acquisitions
of $30.3 million, $101.0 million of capital
expenditures, $19.0 million of investments in
unconsolidated joint ventures, including $10.5
million in Orlando Premium Outlots, and $11.0
million of investments in and advances to the
Management Company, partially offset by net
distributions from unconsolidated entities of
$63.1 million, including $26.5 million from
Westchester Mall and $14.0 million from Concord
Mills, and cash of $8.3 million from the
consolidation of Century III Mall, Lakeline Mall
and Lakeline Plaza. The $11.0 million investment
in the Management Company is primarily to fund
an additional investment in Group BEG.
Acquisitions includes $24.0 million for the
remaining interest in Century III Mall and $6.3
million for the remaining interest Lakeline Mall
and Lakeline Plaza. Capital expenditures
includes development costs of $3.9 million,
renovation and expansion costs of approximately
$76.7 million and tenant costs and other
operational capital expenditures of
approximately $20.3 million.
Cash used in financing activities for the
three months ended March 31, 1999 was $24.0
million and primarily includes net distributions
of $140.3 million, partially offset by net
borrowings of $116.3 million.
EBITDA-Earnings from Operating Results before Interest, Taxes,
Depreciation and Amortization
Management believes that there are several important factors that
contribute to the ability of Simon Group to increase rent and improve
profitability of its shopping centers, including aggregate tenant sales volume,
sales per square foot, occupancy levels and tenant costs. Each of these factors
has a significant effect on EBITDA. Management believes that EBITDA is an
effective measure of shopping center operating performance because: (i) it is
industry practice to evaluate real estate properties based on operating income
before interest, taxes, depreciation and amortization, which is generally
equivalent to EBITDA; and (ii) EBITDA is unaffected by the debt and equity
structure of the property owner. 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 for the Properties increased from $282.4 million for the
three months ended March 31, 1998 to $414.7 million for the same period in
1999, representing a 46.8% increase. This increase is primarily attributable to
the CPI Merger ($96.8 million), the IBM Properties ($14.4 million) and the
other Properties opened or acquired during 1998 and 1999 ($4.5 million),
partially offset by a decrease from Properties sold in the comparative periods
($1.3 million). Excluding these items, EBITDA increased $17.9 million, or 6.3%,
resulting from aggressive leasing of new and existing space and increased
operating efficiencies. During this period operating profit margin increased
from 64.0% to 64.3%.
FFO-Funds from Operations
FFO, as defined by the National Association of Real Estate Investment
Trusts, means the consolidated net income of Simon Group and its subsidiaries
without giving effect to depreciation and amortization, gains or losses from
extraordinary items, gains or losses on sales of real estate, gains or losses
on investments in marketable securities and any provision/benefit for income
taxes for such period, plus the allocable portion, based on Simon Group's
ownership interest, of funds from operations of unconsolidated joint ventures,
all determined on a consistent basis in accordance with generally accepted
accounting principles. Management believes that FFO is an important and widely
used measure of the operating performance of REITs which provides a relevant
basis for comparison among REITs. FFO is presented to assist investors in
analyzing the performance. Simon Group's method of calculating FFO may be
different from the methods 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 24>
The following summarizes FFO of Simon Group and reconciles combined net
income available to common shareholders to FFO for the periods presented:
For the Three Months
Ended March 31,
1999 1998
(In thousands)
FFO of Simon Group $157,955 $108,907
======== ========
Reconciliation:
Income Before Extraordinary Items $ 67,388 $ 45,124
Plus:
Depreciation and amortization from combined 89,537 58,079
consolidated Properties
Simon Group's share of depreciation and
amortization and extraordinary items from 20,530 14,804
unconsolidated affiliates
Less:
Minority interest portion of depreciation,
amortization and extraordinary items (1,795) (1,766)
Preferred dividends (including preferred (17,705) (7,334)
dividends of a subsidiary) -------- -------
FFO of Simon Group $157,955 $108,907
FFO Allocable to the Companies $114,260 $ 69,015
Portfolio Data
The following operating statistics give effect to the CPI Merger for 1999
only. Statistics include all Properties except for the redevelopment area at
Irving Mall, Charles Towne Square, Richmond Town Square and The Shops at
Mission Viejo, which are all undergoing extensive redevelopment.
Aggregate Tenant Sales Volume. For the three months ended March 31, 1999
compared to the same period in 1998, total reported retail sales at mall and
freestanding GLA owned by Simon Group ("Owned GLA") in the regional malls
increased $839 million or 41% from $2,051 million to $2,890 million, primarily
as a result of the CPI Merger ($676 million), increased productivity of our
existing tenant base and an overall increase in occupancy. Retail sales at
Owned GLA affect revenue and profitability levels because they determine the
amount of minimum rent that can be charged, the percentage rent realized, and
the recoverable expenses (common area maintenance, real estate taxes, etc.) the
tenants can afford to pay.
Occupancy Levels. Occupancy levels for Owned GLA at mall and freestanding
stores in the regional malls increased from 86.1% at March 31, 1998, to 88.6%
at March 31, 1999. Owned GLA has increased 12.8 million square feet from March
31, 1998, to March 31, 1999, primarily as a result of the CPI Merger (12.4
million).
Average Base Rents. Average base rents per square foot of mall and
freestanding Owned GLA at regional malls increased 13.1%, from $22.95 at March
31, 1998 to $25.95 at March 31, 1999.
Inflation
Inflation has remained relatively low during the past four years and has
had a minimal impact on the operating performance of the Properties.
Nonetheless, substantially all of the tenants' leases contain provisions
designed to lessen the impact of inflation. Such provisions include clauses
enabling Simon Group to receive percentage rentals based on tenants' gross
sales, which generally increase as prices rise, and/or escalation clauses,
which generally increase rental rates during the terms of the leases. In
addition, many of the leases are for terms of less than ten years, which may
enable Simon Group to replace existing leases with new leases at higher base
and/or percentage rentals if rents of the existing leases are below the then-
existing market rate. Substantially all of the leases, other than those for
anchors, require the tenants to pay a proportionate share of operating
expenses, including common area maintenance, real estate taxes and insurance,
thereby reducing Simon Group's exposure to increases in costs and operating
expenses resulting from inflation.
However, inflation may have a negative impact on some of Simon Group's
other operating items. Interest and general and administrative expenses may be
adversely affected by inflation as these specified costs could increase at a
rate higher than rents. Also, for tenant leases with stated rent increases,
inflation may have a negative effect as the stated rent increases in these
leases could be lower than the increase in inflation at any given time.
<Page 25>
Year 2000 Costs
Simon Group has undertaken a project to identify and correct problems
arising from the inability of information technology hardware and software
systems to process dates after December 31, 1999. This Year 2000 project
consists of two primary components. The first component focuses on Simon
Group's key information technology systems (the "IT Component") and the second
component focuses on the information systems of key tenants and key third party
service providers as well as imbedded systems within common areas of
substantially all of the Properties (the "Non-IT Component"). Key tenants
include the 20 largest base rent contributors and anchor tenants with over
25,000 square feet of GLA. Key third party service providers are those
providers whose Year 2000 problems, if not addressed, would be likely to have a
material adverse effect on Simon Group's operations.
The IT Component of the Year 2000 project is being managed by the
information services department of Simon Group who have actively involved other
disciplines within Simon Group who are directly impacted by an IT Component of
the project. The Non-IT Component is being managed by a steering committee of
25 employees, including senior executives of a number of Simon Group's
departments. In addition, outside consultants have been engaged to assist in
the Non-IT Component.
Status of Project Through April 30, 1999
IT Component. Simon Group's primary operating, financial
accounting and billing systems and Simon Group's standard primary
desktop software have been determined to be Year 2000 ready. Simon
Group's information services department has also completed its
assessment of other "mission critical" applications within Simon
Group and is currently implementing solutions to those applications
in order for them to be Year 2000 ready. It is expected that the
implementation of these mission critical solutions will be complete
by September 30, 1999.
Non-IT Component. The Non-IT Component includes the following
phases: (1) an inventory of Year 2000 items which are determined to
be material to Simon Group's operations; (2) assigning priority to
identified items; (3) assessing Year 2000 compliance status as to all
critical items; (4) developing replacement or contingency plans based
on the information collected in the preceding phases; (5)
implementing replacement and contingency plans; and (6) testing and
monitoring of plans, as applicable.
Phase (1) and Phase (2) are complete and Phase (3) is in
process. The assessment of compliance status of key tenants is
approximately 90% complete, the assessment of compliance status of
key third party service providers is approximately 85% complete, the
assessment of compliance status of critical inventoried components at
the Properties is approximately 90% complete and the assessment of
compliance status of non-critical inventoried components at the
Properties is approximately 89% complete. Simon Group expects to
complete Phase (3) by May 31, 1999. The development of contingency or
replacement plans (Phase (4)) is scheduled to be completed by June
30, 1999. Development of such plans is ongoing. Implementation of
contingency and replacement plans (Phase (5)) has commenced and will
continue throughout 1999 to the extent Year 2000 issues are
identified. Any required testing (Phase (6)) is to be completed
throughout the remainder of 1999.
Costs. Simon Group estimates that it will spend approximately $1.5 million
in incremental costs for its Year 2000 project. This amount is being incurred
over a period that commenced in January 1997 and is expected to end in
September 1999. Costs incurred through March 31, 1999 are estimated at
approximately $600 thousand, including approximately $100 thousand in the three-
month period ended March 31, 1999. Such amounts are expensed as incurred. These
estimates do not include the costs expended by Simon Group following the DRC
Merger for software, hardware and related costs necessary to upgrade its
primary operating, financial accounting and billing systems, which allowed
those systems to, among other things, become Year 2000 compliant.
Risks. The most reasonably likely worst case scenario for Simon Group with
respect to the Year 2000 problems would be disruptions in operations at the
Properties. This could lead to reduced sales at the Properties and claims by
tenants which would in turn adversely affect Simon Group's results of
operations.
Simon Group has not yet completed all phases of its Year 2000 project and
Simon Group is dependent upon key tenants and key third party suppliers to make
their information systems Year 2000 compliant. In addition, disruptions in the
economy generally resulting from Year 2000 problems could have an adverse
effect on Simon Group's operations.
<Page 26>
Pending Acquisition
As described in Note 13 to the financial statements, on February 25, 1999
Simon Group entered into a definitive agreement with NED to acquire and assume
management responsibilities for NED's portfolio of up to 14 regional malls
aggregating approximately 10.6 million square feet of GLA. The purchase price
for the portfolio is approximately $1.725 billion. On April 15, 1999, Simon
Group executed a letter of intent to form a joint venture to acquire the
portfolio, with Simon Group's ultimate ownership to be between 30% to 50%.
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 27>
Part II - Other Information
Item 1: Legal Proceedings
None.
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
One Form 8-K were filed during the current period.
On March 4, 1999 under Item 5 - Other Events, SPG reported
that it made available additional ownership and operational
information concerning the Companies, the Operating
Partnerships, and the properties owned or managed as of December
31, 1998, in the form of a Supplemental Information Package. A
copy of the package was included as an exhibit to the 8-K
filing.
<Page 28>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SIMON PROPERTY GROUP, INC. AND
SPG REALTY CONSULTANTS, INC.
/s/
John Dahl,
Senior Vice President and Chief
Accounting Officer
(Principal Accounting Officer)
Date: May 12, 1999
<Page 29>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from SEC Form
10-Q and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 88,930
<SECURITIES> 0
<RECEIVABLES> 232,072<F1>
<ALLOWANCES> 0<F1>
<INVENTORY> 0
<CURRENT-ASSETS> 0<F2>
<PP&E> 12,156,802
<DEPRECIATION> 815,229
<TOTAL-ASSETS> 13,396,641
<CURRENT-LIABILITIES> 0<F2>
<BONDS> 8,262,734
0
865,587
<COMMON> 18
<OTHER-SE> 2,787,768
<TOTAL-LIABILITY-AND-EQUITY> 13,396,641<F3>
<SALES> 0
<TOTAL-REVENUES> 445,352
<CGS> 0
<TOTAL-COSTS> 246,904
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 1,830
<INTEREST-EXPENSE> 138,570
<INCOME-PRETAX> 68,550
<INCOME-TAX> 0
<INCOME-CONTINUING> 68,550
<DISCONTINUED> 0
<EXTRAORDINARY> (1,774)
<CHANGES> 0
<NET-INCOME> 46,160
<EPS-PRIMARY> 0.21
<EPS-DILUTED> 0.21
<FN>
<F1>Receivables are stated net of allowances.
<F2>This Registrant does not report using a classified balance sheet.
<F3>Includes limited partners' interest in the SPG Operating Partnership of
$1,018,120.
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from SEC Form
10-Q and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 2,169
<SECURITIES> 0
<RECEIVABLES> 1,069<F1>
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F2>
<PP&E> 33,799
<DEPRECIATION> 12,073
<TOTAL-ASSETS> 36,530
<CURRENT-LIABILITIES> 0<F2>
<BONDS> 856
0
0
<COMMON> 0
<OTHER-SE> 14,808
<TOTAL-LIABILITY-AND-EQUITY> 36,530<F3>
<SALES> 0
<TOTAL-REVENUES> 1,574
<CGS> 0
<TOTAL-COSTS> 1,294
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,552
<INCOME-PRETAX> (835)
<INCOME-TAX> 0
<INCOME-CONTINUING> (835)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (835)
<EPS-PRIMARY> (0.49)
<EPS-DILUTED> (0.49)
<FN>
<F1>Receivables are stated net of allowances.
<F2>The Registrant does not report using a classified balance sheet.
<F3>Includes limited partners' interest in the SRC Operating Partnership of $5,662.
</FN>
</TABLE>
