<PAGE> 1
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, 2000
Commission file number 1-11656
GENERAL GROWTH PROPERTIES, INC.
-------------------------------
(Exact name of registrant as specified in its charter)
Delaware 42-1283895
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
110 N. Wacker Dr., Chicago, IL 60606
------------------------------------
(Address of principal executive offices, Zip Code)
(312) 960-5000
--------------
(Registrant's telephone number, including area code)
N / A
(Former name, former address and former fiscal year, if
changed since last report)
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
------------- -------------
The number of shares of Common Stock, $.10 par value, outstanding on May 10,
2000 was 51,972,250.
<PAGE> 2
GENERAL GROWTH PROPERTIES, INC.
INDEX
PAGE
NUMBER
------
PART I FINANCIAL INFORMATION
Item 1: Financial Statements
Consolidated Balance Sheets
as of March 31, 2000 and December 31, 1999............. 3
Consolidated Statements of Operations and
Comprehensive Income for the three months
ended March 31, 2000 and 1999.......................... 4
Consolidated Statements of Cash Flows
for the three months ended March 31, 2000 and 1999..... 5
Notes to Consolidated Financial Statements............. 6
Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations.......... 19
Liquidity and Capital Resources of the Company........ 21
Item 3: Quantitative and Qualitative Disclosures
about Market Risk...................................... 23
PART II OTHER INFORMATION.
Item 6: Exhibits and Reports on Form 8-K................... 24
SIGNATURES.................................................. 25
2 of 25
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GENERAL GROWTH PROPERTIES, INC.
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2000 AND DECEMBER 31, 1999
(UNAUDITED)
(Dollars in thousands, except for per share amounts)
ASSETS
------
MARCH 31, 2000 DECEMBER 31, 1999
-------------- -----------------
Investment in real estate:
Land $ 642,252 $ 640,276
Buildings and equipment 3,712,580 3,664,832
Less accumulated depreciation (403,814) (376,673)
Developments in progress 22,143 21,443
----------- -----------
Net property and equipment 3,973,161 3,949,878
Investment in Unconsolidated
Real Estate Affiliates 699,655 666,074
Mortgage note receivable 31,065 31,065
----------- -----------
Net investment in Real Estate 4,703,881 4,647,017
Cash and cash equivalents 21,517 25,593
Tenant accounts receivable, net 78,106 84,123
Deferred expenses, net 97,557 93,536
Investment in and note receivable
from General Growth Management, Inc. 73,488 65,307
Prepaid expenses and other assets 38,584 39,319
----------- -----------
$ 5,013,133 $ 4,954,895
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Mortgage notes and other debt payable $ 3,192,808 $ 3,119,534
Distributions payable 42,701 42,695
Accounts payable and accrued expenses 160,896 170,868
----------- -----------
3,396,405 3,333,097
----------- -----------
Minority interest in Operating Partnership 355,536 356,540
----------- -----------
Commitments and contingencies - -
Convertible Preferred Stock: $100 par value;
5,000,000 shares authorized; 337,500 337,500
345,000 designated as PIERS (Note 1)
which are convertible and carry a
$1,000 liquidation value, 337,500 of
which were issued and outstanding at
March 31, 2000 and December 31, 1999
Stockholders' Equity:
Common stock: $.10 par value;
210,000,000 shares authorized;
51,928,328 and 51,697,425 shares
issued and outstanding as of
March 31, 2000 and December 31,
1999, respectively 5,193 5,170
Additional paid-in capital 1,205,431 1,199,921
Retained earnings (deficit) (276,558) (272,199)
Notes receivable-common stock purchase (8,660) (3,420)
Accumulated equity in other
comprehensive loss of unconsolidated
affiliate (1,714) (1,714)
----------- -----------
Total stockholders' equity 923,692 927,758
----------- -----------
$ 5,013,133 $ 4,954,895
=========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
3 of 25
<PAGE> 4
GENERAL GROWTH PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED
MARCH 31, 2000 AND 1999
(UNAUDITED)
(Dollars in thousands, except for per share amounts)
THREE MONTHS ENDED
MARCH 31,
2000 1999
----------- -----------
Revenues:
Minimum rents $ 102,002 $ 83,773
Tenant recoveries 52,395 42,132
Overage rents 2,670 3,861
Other 3,723 2,445
Fee income 1,693 2,049
----------- -----------
Total revenues 162,483 134,260
----------- -----------
Expenses:
Real estate taxes 12,580 11,846
Management fees to affiliate 2,332 1,300
Property operating 40,433 31,139
Provision for doubtful accounts 122 1,037
General and administrative 1,429 1,501
Depreciation and amortization 29,403 25,015
----------- -----------
Total expenses 86,299 71,838
----------- -----------
Operating income 76,184 62,422
Interest expense, net (47,985) (39,087)
Equity in net income/(loss) of
unconsolidated affiliates 8,481 4,210
Income before extraordinary items and
allocation to minority interest 36,680 27,545
Income allocated to minority interest (8,439) (4,216)
----------- -----------
Income before extraordinary items 28,241 23,329
Extraordinary items - (8,693)
----------- -----------
Net income 28,241 14,636
----------- -----------
Convertible Preferred Stock Dividends (6,117) (6,117)
----------- -----------
Net income available to
common stockholders $ 22,124 $ 8,519
=========== ===========
Earnings before extraordinary item
per share-basic $ 0.43 $ 0.43
=========== ===========
Earnings before extraordinary item
per share-diluted $ 0.43 $ 0.43
=========== ===========
Earnings per share-basic $ 0.43 $ 0.21
=========== ===========
Earnings per share-diluted $ 0.43 $ 0.21
=========== ===========
Distributions declared per share $ 0.51 $ 0.49
=========== ===========
Net income $ 28,241 $ 14,636
Other Comprehensive income (loss):
Equity in unrealized income/(loss)
on available-for-sale securities
of unconsolidated affiliate, net
of minority interest - -
----------- -----------
Comprehensive income $ 28,241 $ 14,636
=========== ===========
4 of 25
<PAGE> 5
GENERAL GROWTH PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
(Dollars in thousands, except for per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
2000 1999
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net Income $ 28,241 $ 14,636
Adjustments to reconcile net income to net
cash provided by operating activities:
Minority interest 8,439 4,216
Extraordinary items - 8,693
Equity in net income of unconsolidated
affiliates (8,481) (4,210)
Provision for doubtful accounts 122 1,037
Distributions received from
unconsolidated affiliates 2,489 6,517
Depreciation 27,141 24,453
Amortization 2,262 562
Net Charges:
Tenant accounts receivable 5,895 (464)
Prepaid expenses and other assets 735 310
Accounts payable and accrued expenses (9,972) (12,167)
----------- -----------
Net cash provided by (used in)
operating activities 56,871 43,583
----------- -----------
Cash flows from investing activities:
Acquisition/development of real estate
and improvements and additions to
properties (50,209) (113,235)
Increase in investments in
unconsolidated affiliates (37,628) (303)
Change in notes receivable from General
Growth Management, Inc. (7,433) (9,027)
Distributions received from
unconsolidated affiliates 9,290 11,882
Increase in deferred expenses (6,114) (849)
----------- -----------
Net cash provided by (used in)
investing activities (92,094) (111,532)
----------- -----------
Cash flows from financing activities:
Cash distributions paid to common
stockholders (26,481) (18,330)
Cash distributions paid to minority
interest (10,097) (9,309)
Payment of dividends on PIERS (6,117) (6,117)
Proceeds from exercised options - 760
Proceeds from sale of common stock, net
of issuance costs 735 (49)
Proceeds from issuance of mortgage/
other notes payable 159,606 105,000
Principal payments on mortgage notes and
other debt payable (86,332) (9,058)
Penalty on retirement of debt - (38)
Increase in deferred expenses (167) -
----------- -----------
Net cash provided by (used in)
financing activities 31,147 62,859
----------- -----------
Net change in cash and cash equivalents (4,076) (5,090)
Cash and cash equivalents at beginning of year 25,593 19,630
----------- -----------
Cash and cash equivalents at end of period $ 21,517 $ 14,540
----------- -----------
Supplemental disclosure of cash flow information
Interest paid $ 57,134 $ 46,246
Interest capitalized 4,530 2,977
Non-cash investing and financing activities:
Common stock issued in exchange for
Operating Partnership Units $ - $ 169
Common stock issued in exchange for
GGP/Homart stock - 33,611
Operating Partnership Units issued as
consideration for purchase of land 215 -
Penalty on retirement of debt - 8,655
Notes receivable issued for
exercised stock options 5,240 -
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5 of 25
<PAGE> 6
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
NOTE 1 ORGANIZATION
Readers of this quarterly report should refer to the Company's audited financial
statements for the year ended December 31, 1999 which are included in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999
(Commission File No. 1-11656) dated March 14, 2000, as certain footnote
disclosures which would substantially duplicate those contained in such audited
financial statements have been omitted from this report. Capitalized terms used
but not defined in this quarterly report have the same meanings as in the
Company's 1999 Annual Report on Form 10-K.
GENERAL
General Growth Properties, Inc., a Delaware corporation ("General Growth"), was
formed in 1986 to own and operate regional mall shopping centers. All references
to the "Company" in these Notes to Consolidated Financial Statements include
General Growth and those entities owned or controlled by General Growth
(including the Operating Partnership as described below), unless the context
indicates otherwise. Proceeds from General Growth's April 15, 1993 initial
public offering of common stock (the "Common Stock") were used to acquire a
majority interest in GGP Limited Partnership (the "Operating Partnership") which
was formed to succeed to substantially all of the interests in regional mall
general partnerships owned and controlled by the Company and its original
stockholders. The Company conducts substantially all of its business through the
Operating Partnership.
During July, 1999, General Growth completed a public offering of 10,000,000
shares of Common Stock (the "1999 Offering"). General Growth received net
proceeds of approximately $330,296 of which a portion was used to reduce
outstanding loans including certain indebtedness to affiliates of the
underwriter of the 1999 Offering. In addition, a portion of the proceeds of the
1999 Offering were used to fund a portion of the purchase price of Ala Moana
Center (Note 2).
During June 1998, General Growth completed a public offering of 13,500,000
depositary shares (the "Depositary Shares"), each representing 1/40 of a share
of 7.25% Preferred Income Equity Redeemable Stock, Series A, par value $100 per
share ("PIERS"). The Depositary Shares are convertible at any time, at the
option of the holder, into shares of Common Stock at the conversion price of
$39.70 per share of Common Stock. The PIERS and the Depositary Shares are
subject to mandatory redemption by General Growth on July 15, 2008 at a price of
$1,000 per PIERS, plus accrued and unpaid dividends, if any, to the redemption
date. Accordingly, the PIERS have been reflected in the accompanying financial
statements at such liquidation or redemption value.
During 1999, General Growth established the General Growth Properties, Inc.
Employee Stock Purchase Plan (the "ESPP") to assist eligible employees in
acquiring a stock ownership interest in General Growth. A maximum of 500,000
shares of Common Stock is reserved for issuance under the ESPP. Under the ESPP,
eligible employees make payroll deductions over a six-month purchase period at
which time the amounts withheld are used to purchase shares of Common Stock at a
purchase price equal to 85% of the lesser of the closing price of a share of
Common Stock on the first trading day of the purchase period or the last trading
day of the purchase period. The first purchase period under the ESPP ended
December 31, 1999. On January 3, 2000, 26,205 shares of Common Stock were sold
to ESPP participants at a price of $23.80 per share. In addition, effective
January 1, 2000, General Growth established a Dividend Reinvestment and Stock
Purchase Plan ("DRSP"). General Growth has reserved for issuance up to 1,000,000
shares of Common Stock for
6 of 25
<PAGE> 7
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
issuance under the DRSP. The DRSP will, in general, allow participants in the
Plan to make purchases of Common Stock from dividends received or additional
cash investments. Although the purchase price of the Common Stock will be
determined by the current market price, the purchases will be made without fees
or commissions. General Growth will satisfy DRSP Common Stock purchase needs
through the issuance of new shares of Common Stock or by repurchases of
currently outstanding Common Stock. As of March 31, 2000, an aggregate of 4,698
shares of Common Stock have been issued under the DRSP.
OPERATING PARTNERSHIP
The Operating Partnership commenced operations on April 15, 1993 and as of March
31, 2000, the Company owned 100% of fifty-two regional shopping centers (the
"Wholly-Owned Centers"); 50% of the stock of GGP/Homart, Inc. ("GGP/Homart"),
50% of the stock of GGP/Homart II, L.L.C. ("GGP/Homart II"), 51% of the stock of
GGP Ivanhoe, Inc. ("GGP Ivanhoe"), 51% of the stock of GGP Ivanhoe III, Inc.
("GGP Ivanhoe III") and 50% of Quail Springs Mall and Town East Mall
(collectively the "Unconsolidated Real Estate Affiliates");and a 100% non-voting
preferred stock interest representing 95% of the equity interest in General
Growth Management, Inc. ("GGMI"). As of such date, GGP/Homart owned interests in
twenty-three shopping centers (the "Homart Centers"), GGP/Homart II owned
interests in seven shopping centers (including one shopping center under
construction),GGP Ivanhoe owned 100% of two shopping centers, and GGP Ivanhoe
III (through a wholly owned subsidiary) owned 100% of eight shopping centers.
Together, the Wholly-Owned Centers and the centers owned by the Unconsolidated
Real Estate Affiliates comprise the "Company Portfolio" or the "Portfolio
Centers".
As of March 31, 2000, General Growth owned an approximate 72% general
partnership interest in the Operating Partnership (excluding its preferred units
of partnership interest as discussed below). The remaining approximate 28%
minority interest in the Operating Partnership is held by limited partners that
include trusts for the benefit of the families of the original stockholders who
initially owned and controlled the Company and subsequent contributors of
properties to the Company. These minority interests are represented by common
units of limited partnership interest in the Operating Partnership (the
"Units"). The Units can be redeemed for cash or, at General Growth's election
with certain restrictions, for shares of Common Stock on a one-for-one basis.
The holders of the Units also share equally with General Growth's common
stockholders on a per share basis in any distributions by the Operating
Partnership on the basis that one Unit is equivalent to one share of Common
Stock.
In addition, in order to enable General Growth to comply with its obligations in
respect to the PIERS, General Growth owns preferred units of limited partnership
interest in the Operating Partnership (the "Preferred Units") which have rights,
preferences and other privileges, including distribution, liquidation,
conversion and redemption rights, that mirror those of the PIERS. Accordingly,
the Operating Partnership is required to make all required distributions on the
Preferred Units prior to any distribution of cash or assets to the holders of
the Units. At March 31, 2000, 100% of the Preferred Units (337,500) were owned
by General Growth.
7 of 25
<PAGE> 8
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of the
Company and the Operating Partnership consisting of the fifty-two centers and
the unconsolidated investments in GGP/Homart, GGP/Homart II, GGP Ivanhoe, GGP
Ivanhoe III, Quail Springs Mall, Town East Mall and GGMI. All significant
inter-company balances and transactions have been eliminated.
In the opinion of management, all adjustments (consisting of normal recurring
adjustments) necessary for a fair statement of the financial position of the
Company as of March 31, 2000 and the results of operations for the three months
ended March 31, 2000 and 1999 and cash flows for the three months ended March
31, 2000 and 1999 have been included.
Certain amounts in the 1999 consolidated financial statements have been
reclassified to conform to the 2000 presentation.
EARNINGS PER SHARE ("EPS")
Basic per share amounts are based on the weighted average of common shares
outstanding of 51,918,470 for 2000 and 40,054,780 for 1999. Diluted per share
amounts are based on the total number of weighted average common shares and
dilutive securities (stock options) outstanding of 51,935,601 for 2000 and
40,252,453 for 1999. The effect of the issuance of the PIERS is anti-dilutive
with respect to the Company's calculation of diluted earnings per share for the
three months ended March 31, 2000 and 1999 and therefore has been excluded. The
outstanding Units have been excluded from the diluted earnings per share
calculation as there would be no effect on the EPS amounts since the minority
interests' share of income would also be added back to net income. Options to
purchase 313,964 shares of Common Stock pursuant to General Growth's 1998
Incentive Stock Plan were granted March 25, 1999 but were not included in the
computation of diluted EPS because the conditions which must be satisfied prior
to the issuance of any such shares under the Plan were not achieved during the
applicable period.
The following are the reconciliations of the numerators and denominators of the
basic and diluted EPS.
THREE MONTHS ENDED
MARCH 31,
2000 1999
----------- -----------
Numerators:
Income before extraordinary item $ 28,241 $ 23,329
Dividends on PIERS (6,117) (6,117)
----------- -----------
Income available to common
shareholders before extraordinary
item - for basic and diluted EPS 22,124 17,212
Extraordinary Items - (8,693)
----------- -----------
Net income available to common
shareholders - for basic and diluted EPS $ 22,124 $ 8,519
=========== ===========
8 of 25
<PAGE> 9
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
Denominators:
Weighted average common shares
outstanding (in thousands) - for basic EPS 51,918 40,055
Effect of dilutive securities - options 18 197
----------- -----------
Weighted average common shares
outstanding (in thousands) - for diluted EPS 51,936 40,252
=========== ===========
NOTES RECEIVABLE - COMMON STOCK PURCHASE
In April, May and September, 1998 certain officers of the Company issued to the
Company an aggregate of $3,164 of promissory notes in connection with their
exercise of options to purchase an aggregate of 166,000 shares of the Company's
Common Stock. During 1999, the Company received approximately $62 in payments,
made advances of approximately $380 in conjunction with additional advances and
Common Stock purchases by such officers and forgave approximately $64 in
principal and accrued interest on such notes. During the first quarter of 2000,
the Company made an advance of $5,240 in conjunction with an exercise of options
to purchase 200,000 shares of Common Stock by one of such officers. The notes,
which bear interest at a rate computed as a formula of a market rate, are
collateralized by the shares of Common Stock issued upon exercise of such
options, provide for quarterly payments of interest and are payable to the
Company on demand.
REVENUE RECOGNITION
Minimum rent revenues are recognized on a straight-line basis over the term of
the related leases. Overage rents are recognized on an accrual basis (see Note
8). Recoveries from tenants for taxes, insurance and other shopping center
operating expenses are recognized as revenues in the period the applicable costs
are incurred. The Company provides an allowance for doubtful accounts against
the portion of accounts receivable (including amounts recognized as receivable
due to the recognition of minimum rents on a straight-line basis as described
above) which is estimated to be uncollectible. Such allowances are reviewed
periodically based upon the recovery experience of the Company.
COMPREHENSIVE INCOME
Statement of Financial Accounting Standards No. 130 "Reporting Comprehensive
Income" requires that the Company disclose comprehensive income in addition to
net income. Comprehensive income is a more inclusive financial reporting
methodology that encompasses net income and all other changes in equity except
those resulting from investments by and distributions to equity holders. One
item included in comprehensive income but not net income is unrealized holding
gains or losses on marketable securities classified as available-for-sale.
Although General Growth and its consolidated affiliates do not have any
available-for-sale securities, one of its unconsolidated affiliates received
common stock of Simon Property Group, Inc. as part of a 1998 transaction.
Holding gains or losses on such securities through June 30, 1999 were not
significant and were not reflected. However, at December 31, 1999 the Company
reduced its carrying amount for its investment in such unconsolidated affiliate
by $2,436 and reflected $1,714 as other comprehensive
9 of 25
<PAGE> 10
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
loss, net of minority interest of $722, as its equity in such unconsolidated
affiliate's cumulative unrealized holding loss on such securities. For the three
months ended March 31, 2000 there was a nominal holding gain on such securities
which has not been reflected.
BUSINESS SEGMENT INFORMATION
The Financial Accounting Standards Board (the "FASB") has issued Statement No.
131, "Disclosures about Segments of an Enterprise and Related Information"
("Statement 131") . Statement 131 requires disclosure of certain operating and
financial data with respect to separate business activities within an
enterprise. The sole business of General Growth and its consolidated affiliates
is owning and operating shopping centers. General Growth evaluates operating
results and allocates resources on a property-by-property basis and does not
distinguish or group its operations on a geographic basis. Accordingly, General
Growth has determined it has a single reportable segment for Statement 131
purposes. Further, all operations are within the United States and no customer
or tenant comprises more than 10% of consolidated revenues.
NOTE 2 PROPERTY ACQUISITIONS AND DEVELOPMENTS
WHOLLY-OWNED PROPERTIES
1999
On January 11, 1999, the Company acquired a 100% ownership interest in The
Crossroads Mall in Kalamazoo, Michigan. The aggregate purchase price was
approximately $68,000 (subject to pro-rations and certain adjustments), which
was funded initially from a new $83,655 short-term floating rate interim loan.
In May 1999, a new $45,000 ten-year non-recourse mortgage loan collateralized by
the property was obtained.
On July 30, 1999, the Company acquired a 100% ownership interest in the Ala
Moana Center in Honolulu, Hawaii. The price paid to the seller was $810,000
(before closing adjustments, including a credit for the cost to complete an
ongoing expansion project), and was funded with the proceeds of a short-term
first mortgage loan of approximately $438,000 and approximately $294,000 in cash
including a portion of the net proceeds from the 1999 Offering. The short-term
floating rate loan was fully repaid on August 26,1999 with the proceeds of the
issuance of commercial mortgage-backed securities (Note 4).
On October 28, 1999, the Company acquired Baybrook Mall in Houston, Texas. The
aggregate consideration paid by the Company was approximately $133,000 (subject
to pro-rations and certain adjustments), which was paid in cash (raised
primarily through new long-term financing on other previously unsecured
properties), and a new 10-year $95,000 non-recourse loan.
The Company financed the forgoing acquisitions through a combination of secured
and unsecured debt and the proceeds of the 1999 Offering as described in Note 1.
All acquisitions completed through March 31, 2000 were accounted for utilizing
the purchase method and accordingly, the results of operations are included in
the Company's results of operations from the respective dates of acquisition.
10 of 25
<PAGE> 11
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
DEVELOPMENTS
During 2000 and 1999, the Company was developing or had completed construction
at two development sites in the following locations: Grandville (Grand Rapids),
Michigan and Frisco (Dallas), Texas. Construction of the Grandville (Grand
Rapids) mall (RiverTown Crossings) commenced in December, 1997, and opened in
November 1999. Construction of Stonebriar Centre, owned by GGP/Homart II,
located in Frisco (Dallas), Texas commenced in October of 1999 with an
anticipated completion date in August of 2000.
During 1999, the Company formed a joint venture to develop a regional mall in
Westlake (Dallas), Texas. As of March 31, 2000, the Company had invested
approximately $13,067 in the joint venture. In addition, the Company is
currently obligated to fund pre-development costs (estimated to be approximately
$1,545, most of which remains to be incurred). Actual development costs are not
resolved at this time. The retail site, part of a planned community which is
expected to contain a resort hotel, a golf course, luxury homes and corporate
offices, is currently planned to contain up to 1.6 million square feet of tenant
space including up to six anchor stores and a multi-screen theater. There can be
no assurance that development of this site will proceed beyond the
pre-development phase.
The Company also owns and is investigating certain other potential development
sites, including sites in Toledo, Ohio and West Des Moines, Iowa, but there can
be no assurance that development of these sites will proceed.
NOTE 3 INVESTMENTS IN UNCONSOLIDATED AFFILIATES
GGP/HOMART
The Company currently owns 50% of GGP/Homart with the remaining ownership
interest held by an institutional investor. At March 31, 2000, GGP/Homart owned
interests in twenty-three regional shopping malls, four of which were owned
jointly with venture partners. During 2000, GGP/Homart purchased its venture
partner's interest in Lakeland Square (Lakeland, Florida). During 1999,
GGP/Homart purchased its venture partner's interest in the Parks at Arlington
(Arlington (Dallas), Texas). GGP/Homart has elected real estate investment trust
status for income tax purposes. The Company shares in the profits and losses,
cash flows and other matters relating to GGP/Homart in accordance with its
ownership percentage. The co-investor in GGP/Homart has an exchange right under
the GGP/Homart Stockholders Agreement, which permits it to convert its ownership
interest in GGP/Homart to shares of Common Stock of General Growth. If such
exchange right is exercised, the Company may alternatively satisfy such exchange
in cash. During 1999, the Company received notice that one of the institutional
investors (holding an approximate 4.7% interest in GGP/Homart) desired to
exercise its exchange right. The Company satisfied the exercise of such exchange
right (effective as of January 1, 1999) by issuing 1,052,182 shares of Common
Stock, thereby increasing its ownership interest in GGP/Homart from
approximately 38.2% in 1998 to approximately 42.9% for the first quarter of
1999. During the second quarter of 1999, two additional co-investors (which then
owned in the aggregate an approximate 7.1% interest in GGP/Homart) notified the
Company that they desired to exercise their exchange rights. The Company
satisfied the exercise of such exchange rights (effective as of April 1, 1999)
by issuing an aggregate of 1,551,109 shares of Common Stock, thereby increasing
its ownership interest in GGP/Homart to 50%.
11 of 25
<PAGE> 12
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
GGP/HOMART II
In November 1999, the Company, together with New York State Common Retirement
Fund ("NYSCRF"), the Company's co-investor in GGP/Homart, formed GGP/Homart II,
a Delaware limited liability company which is owned equally by the Company and
its co-investor. GGP/Homart II owns 100% interests in Stonebriar Centre in
Frisco (Dallas), Texas (currently under construction), Altamonte Mall in
Altamonte Springs (Orlando), Florida, Natick Mall in Natick (Boston),
Massachusetts and Northbrook Court in Northbrook (Chicago), Illinois which were
contributed by the Company; and 100% interests in Alderwood Mall in Lynnwood
(Seattle), Washington; Carolina Place in Charlotte, North Carolina; and
Montclair Plaza in Los Angeles, California which were contributed by NYSCRF.
Certain of the malls were contributed subject to existing financing in order to
balance the net equity values of the malls contributed by each of the venture
partners. According to the membership agreement between the venture partners,
the Company and its joint venture partner share in the profits and losses, cash
flows and other matters relating to GGP/Homart II in accordance with their
respective ownership percentages. As major operating and capital decisions
require the approval of both venture partners, the Company is accounting for
GGP/Homart II using the equity method.
GGP IVANHOE III
In 1998, GGP Ivanhoe III acquired the U.S. Prime Property, Inc. ("USPPI")
portfolio through a merger of a wholly-owned subsidiary of GGP Ivanhoe III into
USPPI. The properties acquired include: Landmark Mall in Alexandria, Virginia;
Mayfair Mall and adjacent office buildings in Wauwatosa (Milwaukee), Wisconsin;
Meadows Mall in Las Vegas, Nevada; Northgate Mall in Chattanooga, Tennessee;
Oglethorpe Mall in Savannah, Georgia; and Park City Center in Lancaster,
Pennsylvania. In 1999, GGP Ivanhoe III acquired Oak View Mall in Omaha, Nebraska
and Eastridge Shopping Mall in San Jose, California.
The common stock of GGP Ivanhoe III, which has elected to be taxed as a REIT, is
owned 51% by the Company and 49% by a joint venture partner. The joint venture
partner in GGP Ivanhoe III is an affiliate of Ivanhoe Inc. of Montreal, Quebec,
Canada ("Ivanhoe") and is also the Company's joint venture partner in GGP
Ivanhoe (described below). The Company and Ivanhoe share in the profits and
losses, cash flows and other matters relating to GGP Ivanhoe III in accordance
with their respective ownership percentages except that certain major operating
and capital decisions (as defined in the stockholders' agreement) require the
approval of both stockholders. Accordingly, the Company is accounting for GGP
Ivanhoe III using the equity method.
GGP IVANHOE
GGP Ivanhoe owns The Oaks Mall in Gainesville, Florida and Westroads Mall in
Omaha, Nebraska. The Company contributed approximately $43,700 for its 51%
ownership interest in GGP Ivanhoe and Ivanhoe owns the remaining 49% ownership
interest. The terms of the stockholder's agreement are similar to those of GGP
Ivanhoe III.
12 of 25
<PAGE> 13
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
TOWN EAST MALL/QUAIL SPRINGS MALL
The Company owns a 50% interest in Town East Mall, located in Mesquite, Texas
and a 50% interest in Quail Springs Mall in Oklahoma City, Oklahoma. The Company
shares in the profits and losses, cash flows and other matters relating to Town
East Mall and Quail Springs Mall in accordance with its ownership percentage.
GGMI
The Operating Partnership currently holds all of the non-voting preferred stock
ownership interest in GGMI representing 95% of the equity interest. Certain key
employees of the Company hold the remaining 5% equity interest through ownership
of 100% of the common stock of GGMI, which is entitled to all voting rights in
GGMI. Accordingly, the Company utilizes the equity method to account for its
ownership interest in GGMI. GGMI cannot distribute funds to its common
stockholders until its available cash flow exceeds all accumulated preferred
dividends owed to the preferred stockholder. As of March 31, 2000, no preferred
stock dividends have been paid by GGMI. Due to these currently unpaid and
accrued preferences on the preferred stock, the Company has been allocated 100%
of the earnings (loss) and cash flows generated by GGMI since 1996. Any
dividends in excess of the preferred cumulative dividend are allocated 95% to
the preferred stockholder and 5% to the common stockholders. The Operating
Partnership also has advanced funds to GGMI at interest at rates ranging from 8%
to 14% per annum and which mature by 2016. The loans require payment of interest
only until maturity, but GGMI may make principal payments on the loans if it has
sufficient cash flow. GGMI manages, leases, and performs various other services
for the Portfolio Centers and other properties owned by unaffiliated parties.
SUMMARIZED INCOME STATEMENT INFORMATION OF UNCONSOLIDATED REAL ESTATE AFFILIATES
The following is summarized income statement information of Unconsolidated Real
Estate Affiliates of the Company for the three months ended March 31, 2000 and
1999.
THREE MONTHS ENDED
MARCH
2000 1999
----------- -----------
Revenues
Tenant rents $ 133,012 $ 87,248
Fees and other revenues - -
----------- -----------
Total Revenues 133,012 87,248
Operating expenses 57,139 34,908
Depreciation and Amortization 25,321 15,183
----------- -----------
Operating Income 50,552 37,157
Interest expense, net (33,834) (23,935)
Equity in net income of
unconsolidated real estate affiliates 1,232 1,548
Gain (loss) on property sales 183 811
Income allocated to minority interest (88) (139)
----------- -----------
Net Income $ 18,045 $ 15,442
=========== ===========
13 of 25
<PAGE> 14
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
NOTE 4 MORTGAGE NOTES AND OTHER DEBTS PAYABLE
Mortgage notes and other debts payable at March 31, 2000 and December 31, 1999
consisted of the following:
MARCH 31, 2000 DECEMBER 31, 1999
-------------- -----------------
Fixed-Rate debt
Mortgage notes payable $ 1,692,120 $ 1,724,854
Variable-Rate debt
Mortgage notes payable 1,190,688 1,234,680
Credit Facility and bank loan 310,000 160,000
----------- -----------
Total Variable-Rate debt 1,500,688 1,394,680
----------- -----------
Total $ 3,192,808 $ 3,119,534
=========== ===========
FIXED RATE DEBT
MORTGAGE NOTES PAYABLE
Mortgage notes payable consist primarily of fixed rate non-recourse notes
collateralized by individual or groups of properties. Certain mortgage notes
payable may be prepaid but are generally subject to a prepayment penalty of a
yield-maintenance premium or a percentage of the loan balance.
VARIABLE RATE DEBT
MORTGAGE NOTES PAYABLE
Variable mortgage notes payable consist primarily of the approximate $97,500
outstanding on the construction loan collateralized by RiverTown Crossings as
described below, approximately $130,000 of non-recourse financing collateralized
by a pool of six wholly-owned properties and approximately $858,800 of
collateralized mortgage-backed securities, as described below. The remaining
loans are generally short term in nature and bear interest at a rate per annum
equal to LIBOR (6.1325% at March 31, 2000) plus 90 to 185 basis points. The
Company currently expects to retire or refinance such obligations when due.
MEPC ACQUISITION FINANCING
In June, 1998 the Company obtained a loan of approximately $830,000 to acquire
a portfolio of eight regional mall shopping centers (the "MEPC Portfolio"). The
Company repaid approximately $217,000 of this loan on June 10, 1998 from the net
proceeds of the public offering of the Depositary Shares as described in Note 1.
Shortly after the initial acquisition loan funding, the Company obtained from
the lender an option to allow the extension of this loan at maturity at the
lender's then current rates. During 1999 however, the Company reached agreements
in principle with other lenders for full replacement financing and notified the
current lender that the loan would be fully repaid at maturity. Such
notification obligated the Company to pay $8,655 to the lender as a loan
prepayment fee which has been reflected in extraordinary items for the three
months ended
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<PAGE> 15
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
March 31, 1999. The remaining MEPC Acquisition Financing was repaid
in 1999 with other securred financing and approximately $441,000 of the proceeds
of the GGP-Ivanhoe CMBS financing described below. In conjunction with the
repayment, the Company expensed previously unamortized deferred financing costs
of approximately $3,280.
COMMERCIAL MORTGAGE-BACKED SECURITIES
In August 1999, the Company issued $500,000 of commercial mortgage-backed
securities, collateralized by the Ala Moana Center. The securities (the "Ala
Moana CMBS") are comprised of notes which bear interest at rates per annum
ranging from LIBOR plus 50 basis points to LIBOR plus 275 basis points (weighted
average equal to LIBOR plus 95 basis points), calculated and payable monthly. In
conjunction with the issuance of the Ala Moana CMBS, the Company arranged for an
interest rate cap agreement, the effect of which limits the maximum interest
rate the Company will be required to pay on the securities to 9% per annum.
In September 1999, the Company issued $700,229 of commercial mortgage backed
securities cross-collateralized and cross-defaulted by a portfolio of nine
regional malls and an office complex adjacent to one of the regional malls. The
securities (the "GGP-Ivanhoe CMBS") are comprised of notes which bear interest
at rates per annum ranging from LIBOR plus 52 basis points to LIBOR plus 325
basis points (weighted average equal to LIBOR plus approximately 109 basis
points), calculated and payable monthly. In conjunction with the issuance of the
GGP-Ivanhoe CMBS, the Company arranged for an interest rate cap agreement, the
effect of which limits the maximum interest rate the Company will be required to
pay on the securities to 9.03% per annum. Payments received pursuant to the
interest rate cap agreement for the three months ended March 31, 2000 were
approximately $38 which were reflected as a reduction in net interest expense.
The $392,000 interim loan collateralized by the USPPI portfolio was repaid with
$341,019 of the proceeds from the sale of the GGP-Ivanhoe CMBS and capital
contributions by the Company (from its Credit Facility) and from Ivanhoe in the
ratio of their respective stock ownership percentages. The remaining proceeds
from the sale of the GGP-Ivanhoe CMBS along with other interim financing
proceeds were used by the Company to repay the $441,000 remaining balance on the
MEPC Acquisition Financing.
CREDIT FACILITY
The Company's $200,000 unsecured revolving credit facility bears interest at a
rate per annum equal to LIBOR plus 80 to 120 basis points depending upon the
Company's leverage ratio and matures on July 31, 2000. The Credit Facility is
subject to financial performance covenants including debt-to-market
capitalization, minimum earnings before interest, taxes, depreciation and
amortization ("EBITDA") ratios and minimum equity values. On March 31, 2000, the
Credit Facility had an outstanding balance of $190,000.
INTERIM FINANCING
In January 1999, the Company obtained an additional $30,000 unsecured bank loan,
which bore interest at a floating market rate (average rate equal to 6.46% per
annum). The Company had obtained in November 1998 a thirteen-month loan in the
principal amount of $55,000 collateralized by a negative pledge (i.e., the
promise not to encumber) of Coastland Center. These loans were
15 of 25
<PAGE> 16
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
repaid on May 21, 1999 with a ten-year 7.0% mortgage loan in the principal
amount of $87,000 collateralized by Coastland Center.
In January 1999, the Company obtained an additional $83,655 floating rate (7.31%
at March 31, 1999) interim loan which was originally scheduled to mature June 1,
1999. During May 1999, the Company obtained a new $45,000 mortgage loan
collateralized by The Crossroads Mall. The loan partially repaid the interim
loan and the the remaining balance, approximately $38,655, was extended and
repaid in October 1999 with a portion of the proceeds of a six property $130,000
two-year non-recourse mortgage pool financing.
In January 2000, the Company obtained a new $200,000 unsecured short-term bank
loan. The January 2000 initial funding of $120,000 on this loan was used to fund
ongoing redevelopment projects and repay the remaining balance of $83,000 on an
interim loan obtained in September 1999. The bank loan bears interest at LIBOR
plus 150 basis points and matures concurrently with the July 2000 maturity of
the Company's Credit Facility. The Company currently expects to jointly
refinance these obligations when due with a new revolving credit facility of
approximately $550,000.
In April 1999, the Company obtained an additional $25,000 bank loan, partially
secured by Park Mall in Tuscon, Arizona. In October 1999, the loan was increased
to $50,000. The loan matures September 1, 2000, bears interest at a rate per
annum of LIBOR plus 175 basis points and is expected to be replaced by maturity
with a $90,000 construction loan facility to be secured by Park Mall which is
currently undergoing extensive renovation, with the final phase of renovation
expected to be completed in 2001.
CONSTRUCTION LOAN
During April, 1999 the Company received $30,000 representing the initial loan
draw on a $110,000 construction loan facility. The facility is secured by and
will provide financing for the RiverTown Crossings Mall development in
Grandville (Grand Rapids), Michigan. The construction loan provides for periodic
funding as construction and leasing continues which currently bear interest at a
rate per annum of LIBOR plus 150 basis points. As of March 31, 2000 additional
loan draws of approximately $67,500 have been made. Interest is due monthly but
may be added to the periodic loan draws. The loan matures on June 29, 2001 and
the Company currently intends to refinance such loan at or prior to maturity
with a non-recourse long-term mortgage loan.
LETTERS OF CREDIT
As of March 31, 2000 and December 31, 1999, the Operating Partnership had
outstanding letters of credit of $7,934, primarily in connection with special
real estate assessments and insurance requirements. In addition at March 31,
2000 the Company has a letter of credit of approximately $30,925 related to the
funding of the Ala Moana CMBS and pending construction projects at the Ala Moana
Center.
16 of 25
<PAGE> 17
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
NOTE 5 DISTRIBUTIONS PAYABLE
The following is a chart of the previous common and preferred distributions for
the Company paid in 1999 and 2000. As described in Note 1, General Growth's
preferred stock dividends to its preferred stockholders were in the same amount
as the Operating Partnership distributions to General Growth on the same dates
with respect to the Preferred Units held by General Growth.
COMMON DISTRIBUTIONS
- -------------------------------------------------------------------------------
GENERAL OPERATING
GROWTH PARTNERSHIP
DECLARATION AMOUNT PER RECORD PAYMENT STOCKHOLDERS LIMITED PARTNERS
DATE SHARE DATE DATE AMOUNT AMOUNT
12/13/99 $0.51 01/06/00 01/31/00 $26,481 $10,097
09/22/99 0.49 10/05/99 10/29/99 25,322 9,701
06/18/99 0.49 07/02/99 07/30/99 19,651 9,712
03/18/99 0.49 04/05/99 04/30/99 19,136 9,712
12/17/98 0.47 01/06/99 01/29/99 18,330 9,309
PREFERRED DISTRIBUTIONS
----------------------------------------------
RECORD PAYMENT AMOUNT PER
DATE DATE SHARE
---- ---- -----
01/06/00 01/14/00 $0.4531
10/05/99 10/15/99 0.4531
07/02/99 07/15/99 0.4531
04/05/99 04/15/99 0.4531
01/06/99 01/15/99 0.4531
NOTE 6 MORTGAGE NOTE RECEIVABLE
During September 1999, St. Cloud Funding, L.L.C., a wholly-owned subsidiary of
the Operating Partnership ("St. Cloud Funding"), agreed to advance approximately
$31,000 to an unaffiliated developer in the form of a second mortgage loan
(bearing interest at 15% per annum) collateralized by such developer's ownership
interest in Crossroads Center in St. Cloud (Minneapolis), Minnesota.
Contemporaneously with the loan, St. Cloud Mall L.L.C., all of the interests of
which are owned by the Operating Partnership and the Company ("St. Cloud Mall"),
was granted an option to acquire the property in 2002. The loan had a scheduled
maturity of June 1, 2004 which was accelerated in February 2000 to April 28,
2000. In conjunction with the maturity date modification, a put option agreement
was executed which would permit the borrower (after March 15, 2000) to require
St. Cloud Mall to purchase the property. In addition, St. Cloud Mall's purchase
option was advanced to April 2000. On March 15, 2000 the borrower notified St.
Cloud Mall of the exercise of the put option. Pursuant to the put option
agreement, on April 26, 2000, St. Cloud Mall purchased the property at a price
equal to approximately $2,000 plus the then outstanding balances of the first
mortgage (approximately $46,600) and St. Cloud Funding's second mortgage.
17 of 25
<PAGE> 18
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
NOTE 7 COMMITMENTS AND CONTINGENCIES
In the normal course of business, from time to time, the Company is involved in
legal actions relating to the ownership and operations of its properties. In
management's opinion, the liabilities if any, that may ultimately result from
such legal actions are not expected to have a materially adverse effect on the
consolidated financial position, results of operations or liquidity of the
Company.
The Company periodically enters into contingent agreements for the acquisition
of properties. Each acquisition is subject to satisfactory completion of due
diligence and, in the case of developments, completion of the project.
NOTE 8 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In May, 1998, the Emerging Issues Task Force ("EITF") of the FASB issued a
consensus opinion entitled "Accounting for Contingent Rent in Interim Financial
Periods" ("EITF 98-9"). EITF 98-9 was effective as of May 21, 1998 and provided
that rental income should be deferred in interim periods by the lessor if the
triggering events that create contingent rent have not yet occurred. The Company
is entitled to receive contingent rents because a majority of the tenant leases
provide for additional rent computed as a percentage of tenant sales revenues
above certain annual thresholds (predominantly computed on a calendar year
basis). The Company had previously accrued, on an interim basis, such percentage
rents based on the prorated annual percentage rent estimated to be due from
tenants. During the fourth quarter of 1998, EITF 98-9 was withdrawn and,
pursuant to the guidance issued by the EITF, the Company, effective January 1,
1999, reverted back to the original policy of accruing percentage rents on an
estimated basis. During December 1999, the Securities and Exchange Commission
(the "SEC") issued Staff Accounting Bulletin 101 "Revenue Recognition". This
pronouncement, as subsequently extended to all publicly traded companies by the
EITF, among other things, effectively reinstated the provisions of EITF 98-9.
The Company has applied this revised accounting effective January 1, 2000. The
Company believes that there is no material cumulative effect on the Company's
financial position as of the date of adoption of this revised accounting and
that the only material effect of this pronouncement will be to shift the
Company's recognition, including amounts from the operations of the
Unconsolidated Real Estate Affiliates, of major portions of percentage rent from
interim quarters to the fourth quarter of 2000 and subsequent years. The
Company's cash collections of percentage rents will not be affected by this
accounting recognition change. The Company estimates that it would have
recognized approximately $6,065 of additional overage rent in the three months
ended March 31, 2000 if this change in accounting recognition of overage rent
had not been mandated.
On June 1, 1998 the FASB issued Statement No. 133 "Accounting for Derivative
Instruments and Hedging Activities". The new standard is effective for fiscal
years beginning after June 15, 2000 as provided by FASB Statement No. 137 issued
in July, 1999. The Company does not currently have any investments in
derivatives, and the Company's only hedging activity is the cash value hedge
represented by its cap agreements relating to its commercial mortgage-backed
securities (Note 4). The interest rate cap agreements place a limit on the
effective rate of interest the Company will bear on such floating rate
obligations. The Company has concluded that these cap agreements are highly
effective in achieving its objective of eliminating its exposure to variability
in cash flows relating to these floating rate obligations when LIBOR rates
exceed the strike rates of the cap agreements. Therefore, the Company does not
believe there will be a material effect of adoption on the Company's financial
statements when the standard is effective.
18 of 25
<PAGE> 19
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
All references to numbered Notes are to specific footnotes to the Consolidated
Financial Statements of the Company included in this quarterly report and which
descriptions are hereby incorporated herein by reference. The following
discussion should be read in conjunction with such Consolidated Financial
Statements and related Notes. On March 31, 2000, the Company together with the
Operating Partnership owned 100% of the fifty-two Wholly-Owned Centers, 50% of
the stock of GGP/Homart, 50% of the stock of GGP/Homart II, 51% of the stock of
GGP Ivanhoe, 51% of the stock of GGP Ivanhoe III, 50% of Quail Springs Mall and
Town East Mall, and a non-voting preferred stock ownership interest
(representing 95% of the equity interest) in GGMI. GGP/Homart owns interests in
twenty-three shopping centers, GGP/Homart II owns interests in seven shopping
centers (including one under construction), GGP Ivanhoe owns interests in two
shopping centers, and GGP Ivanhoe III owns interests in eight shopping centers.
Revenues are primarily derived from fixed minimum rents, percentage rents and
recoveries of operating expenses from tenants. Inasmuch as the Company's
financial statements reflect the use of the equity method to account for its
investments in GGP/Homart, GGP/Homart II, GGP Ivanhoe, GGP Ivanhoe III, Quail
Springs Mall and Town East Mall and GGMI, the discussion of results of
operations below relates primarily to the revenues and expenses of the
Wholly-Owned Centers.
The mall store and free standing store portions of the centers in the Company
Portfolio which were not undergoing redevelopment on March 31, 1999 had an
occupancy of approximately 88.2% as of such date. On March 31, 2000, the mall
store and freestanding store portions of the centers in the Company Portfolio
which were not undergoing redevelopment were approximately 89.0% occupied as of
such date, representing an increase in occupancy percentage of 0.8% over 1999.
Total annualized sales averaged $347 per square foot for the Company Portfolio
in the three months ended March 31, 2000. In the three months ended March 31,
2000, total mall store sales for the Company Portfolio increased by 6.8% over
the same period in 1999. Comparable mall store sales are sales of those tenants
that were open the previous 12 months. Therefore, comparable mall store sales in
the three months ended March 31, 2000 are of those tenants that were operating
in the three months ended March 31, 1999. Comparable mall store sales in the
three months ended March 31, 2000 increased by 4.5% over the same period in
1999.
The average mall store rent per square foot from leases that expired in the
three months ended March 31, 2000 was $29.29. The Company Portfolio benefited
from increasing rents inasmuch as the average mall store rent per square foot on
new and renewal leases executed during this same period was $36.22, or $6.93 per
square foot above the average for expiring leases.
FORWARD-LOOKING INFORMATION
Forward looking statements contained in this Quarterly Report on Form 10-Q may
include certain forward-looking information statements, within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, including (without limitation)
statements with respect to anticipated future operating and financial
performance, growth and acquisition opportunities and other similar forecasts
and statements of expectation.
19 of 25
<PAGE> 20
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
Words such as "expects", "anticipates", "intends", "plans", "believes", "seeks",
"estimates" and "should" and variations of these words and similar expressions,
are intended to identify these forward-looking statements. Forward-looking
statements made by the Company and its management are based on estimates,
projections, beliefs and assumptions of management at the time of such
statements and are not guarantees of future performance. The Company disclaims
any obligation to update or revise any forward-looking statement based on the
occurrence of future events, the receipt of new information or otherwise.
Actual future performance, outcomes and results may differ materially from those
expressed in forward-looking statements made by the Company and its management
as a result of a number of risks, uncertainties and assumptions. Representative
examples of these factors include (without limitation) general industry and
economic conditions, interest rate trends, cost of capital and capital
requirements, availability of real estate properties, competition from other
companies and venues for the sale/distribution of goods and services, shifts in
customer demands, tenant bankruptcies, changes in operating expenses, including
employee wages, benefits and training, governmental and public policy changes,
changes in applicable laws, rules and regulations (including changes in tax
laws), the ability to obtain suitable equity and/or debt financing, and the
continued availability of financing in the amounts and on the terms necessary to
support the Company's future business.
RESULTS OF OPERATIONS OF THE COMPANY
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
During calendar 1999, the Company opened RiverTown Crossings and purchased
interests in the following Wholly-Owned Centers: The Crossroads, Ala Moana, and
Baybrook. In addition, the Company contributed its 100% interests in Stonebriar,
Northbrook Court, Natick, and Altamonte to GGP/Homart II, an unconsolidated
entity. For purposes of the following discussion of the results of operations,
the net effect of acquisitions will include the effect of the new mall opening,
the effect of the three new acquisitions and the effect of the three operating
properties contributed to GGP/Homart II.
Total revenues for the three months ended March 31, 2000 were $162.5 million,
which represents an increase of $28.2 million or approximately 21.0% from $134.3
million in the three months ended March 31, 1999. The majority of the increase
is from acquisitions completed during 1999. Minimum rent for the three months
ended March 31, 2000 increased by $18.2 million or 21.7% from $83.8 million in
the comparable period in 1999 to $102.0 million. The acquisition of properties
in 1999 generated the majority of such increase in minimum rents. Expansion
space, specialty leasing and occupancy increases at the comparable centers
(properties owned for the entire time during the three months ended March 31,
1999 and 2000) accounted for the remaining increase in minimum rents. Tenant
recoveries increased by $10.3 million or 24.5% from $42.1 million to $52.4
million for the three months ended March 31, 2000. The majority of the increase
was generated by properties which were acquired in 1999. For the three months
ended March 31, 2000, percentage rents decreased to $2.7 million from $3.9
million in 1999. Acquisitions contributed an increase of approximately $0.7
million in percentage rent. As more fully described in Note 8, the accounting as
mandated by SAB 101 has reduced overage rents by approximately $6.1 million from
the amount that would have been recognized under the Company's prior accounting
policy for the three months ended March 31, 2000.
20 of 25
<PAGE> 21
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
Total expenses, including depreciation and amortization, increased by
approximately $14.5 million, from $71.8 million in the three months ended March
31, 1999 to $86.3 million in the three months ended March 31, 2000. For the
three months ended March 31, 2000, property operating expenses increased by $9.3
million or 29.9% from $31.1 million in 1999 to $40.4 million in the first
quarter of 2000, approximately half of which is attributable to new
acquisitions. The remainder is due to increases at the comparable centers.
Depreciation and amortization increased by $4.4 million or 17.6% over the same
period in 1999. The majority of the increase in depreciation and amortization
was generated by newly acquired properties. Management fees to affiliates and
general and administrative expenses increased by approximately $1.0 million or
33.3% over the same period in 1999.
Net interest expense for the three months ended March 31, 2000 was $48.0
million, an increase of $8.9 million or 22.8% from $39.1 million in the three
months ended March 31, 1999. The acquisition of new properties in 1999 was
responsible for approximately $5.4 million of the increase. The remainder is due
to increased debt and interest rates at the comparable centers.
Equity in net income of unconsolidated affiliates in the three months ended
March 31, 2000 increased by approximately $4.3 million to earnings of $8.5
million in 2000, from $4.2 million in the three months ended March 31, 1999. The
Company's equity in the earnings of GGP/Homart decreased approximately $1.3
million, primarily due to an increase in debt and related interest expense. The
formation of GGP/Homart II resulted in earnings of approximately $3.6 million
for the three months ended March 31, 2000. The Company's ownership interest in
GGMI resulted in an increase of approximately $3.6 million, primarily due to an
increase of fee revenue. The remaining variance, a decrease of approximately
$1.6 million, is due primarily to an increase of debt and related interest
expense, primarily at the GGP Ivanhoe III properties.
LIQUIDITY AND CAPITAL RESOURCES OF THE COMPANY
As of March 31, 2000, the Company held approximately $21.5 million of
unrestricted cash and cash equivalents. The Company uses operating cash flow as
the principal source of internal funding for short-term liquidity and capital
needs such as tenant construction allowances and minor improvements made to
individual properties that are not recoverable through common area maintenance
charges to tenants. External funding alternatives for longer-term liquidity
needs such as acquisitions, new development, expansions and major renovation
programs at individual centers include construction loans, mini-permanent loans,
long-term project financing, joint venture financing with institutional
partners, additional Operating Partnership level or Company level equity
investments, unsecured Company level debt or secured loans collateralized by
individual shopping centers. In addition, the Company has access to the public
equity and debt markets through a currently effective shelf registration
statement under which up to $329.2 million in equity or debt securities may be
issued from time to time. The Company also has a $200 million Credit Facility,
maturing on July 31, 2000, which the Company currently expects to be able to
replace or extend at maturity. On March 31, 2000, the Credit Facility had an
outstanding balance of approximately $190 million.
As of March 31, 2000, the Company had consolidated debt of approximately $3,193
million, of which $1,692 million is comprised of debt bearing interest at a
fixed rate, with the remaining $1,501 million bearing interest at floating
rates. Reference is made to Note 4 and Item 3 below for
21 of 25
<PAGE> 22
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
additional information regarding the Company's debt and the potential impact on
the Company of interest rate fluctuations.
The following summarizes certain significant investment and financing
transactions currently planned or completed since December 31,1999:
In September 1999, the Company agreed to advance approximately $31 million
collateralized by a second mortgage on the Crossroads Center in St. Cloud
(Minneapolis), Minnesota. In connection with the second mortgage (as modified in
February 2000) the Company acquired the property in April 2000 as more further
described in Note 6.
In January 2000, the Company obtained a new $200 million unsecured short-term
bank loan. The initial funding of $120 million on this loan was used to fund
ongoing redevelopment projects and repay an $83 million interim loan obtained in
September 1999. This loan bears interest at LIBOR plus 150 basis points and
matures concurrently with the July 2000 maturity of the Company's Credit
Facility. The Company currently expects to jointly refinance these obligations
when due with a new revolving credit facility of approximately $550 million. The
Company is actively pursuing replacement secured financing for all of its debt
becoming due in the remainder of 2000. Although final agreements to refinance
all such loan amounts have not yet been reached, the Company anticipates that
all of its debt will be repaid on a timely basis. Other than as described above
or in conjunction with possible future acquisitions, there are no current plans
to incur additional debt or raise equity capital. If additional capital is
required, the Company believes that it can obtain an interim bank loan, obtain
additional mortgage financing on under-leveraged assets, enter into new joint
venture partnership arrangements or raise additional debt or equity capital.
However, there can be no assurance that the Company can obtain such financing on
satisfactory terms. The Company will continue to monitor its capital structure,
investigate potential joint venture arrangements and purchase additional
properties if they can be acquired and financed on terms that the Company
reasonably believes will enhance long-term stockholder value. When property
operating cash flow has been increased, the Company will consider the
refinancing of portions of its long-term floating rate debt to pooled or
property-specific non-recourse fixed-rate mortgage financing.
Net cash provided by operating activities was $56.9 million in the first three
months of 2000, an increase of $13.3 million from $43.6 million in the same
period in 1999. Net income before extraordinary items and allocations to the
minority interest increased $9.2 million, which was represented primarily by the
earnings contributed by acquisitions completed in 1999.
Net cash used by investing activities was $92.1 million in the first three
months of 2000 compared to $111.5 million of cash used in the first three months
of 1999. Cash flow from investing activities was impacted by acquisitions
(including liabilities assumed at acquisition), development and improvements to
real estate properties, which caused a decrease in cash of approximately $50.2
million in the first three months of 2000.
Financing activities contributed cash of $31.1 million in the first three months
of 2000, compared to a source of cash of $62.9 million in 1999. A major
contributing factor to the variance in the cash provided from financing activity
is that financing from mortgages and other debt, net of repayments of principal
on mortgage debt, had a positive impact of $73.3 million in the first three
months of 2000 versus approximately $95.9 million in the first three months of
1999. The additional financing in 1999 was used to fund the acquisitions,
developments and redevelopment of real estate discussed above and in Note 2.
22 of 25
<PAGE> 23
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
In order to remain qualified as a real estate investment trust for federal
income tax purposes, the Company must distribute 100% of capital gains and at
least 95% of its ordinary taxable income to stockholders. The following factors,
among others, will affect operating cash flow and, accordingly, influence the
decisions of the Board of Directors regarding distributions: (i) scheduled
increases in base rents of existing leases; (ii) changes in minimum base rents
and/or percentage rents attributable to replacement of existing leases with new
or renewal leases; (iii) changes in occupancy rates at existing centers and
procurement of leases for newly developed centers; and (iv) the Company's share
of operating cash flow generated by GGMI, the Unconsolidated Real Estate
Affiliates and distributions therefrom, less oversight costs and debt service on
additional loans that have been or will be incurred. The Company anticipates
that its operating cash flow, and potential new debt or equity from future
offerings, new financings or refinancings will provide adequate liquidity to
conduct its operations, fund general and administrative expenses, fund operating
costs and interest payments and allow distributions to the Company's preferred
and common stockholders in accordance with the requirements of the Internal
Revenue Code of 1986, as amended, for continued qualification as a real estate
investment trust and to avoid any Company level federal income or excise tax.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
As more fully described in Note 8, the FASB, EITF and the AICPA have issued
certain statements, which are effective for the current or subsequent year. The
Company does not expect a significant impact on its annual reported operations
due to the application of such new statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has not entered into any transactions using derivative financial
instruments or derivative commodity instruments. The Company is subject to
market risk associated with changes in interest rates. Interest rate exposure is
principally limited to the $1,500.7 million of debt of the Company outstanding
at March 31, 2000 that is priced at interest rates that float with the market. A
25 basis point movement in the interest rate on the floating rate debt would
result in an approximate $3.75 million annualized increase or decrease in
interest expense and cash flows. Additionally, approximately $859 million of
such floating rate consolidated debt is comprised of commercial mortgage-backed
securities which are subject to interest rate cap agreements, the effect of
which is to limit the interest rate the Company would be required to pay on such
debt to no more than approximately 9% per annum. The remaining debt is fixed
rate debt. The Company has an ongoing program of refinancing its floating and
fixed rate debt and believes that this program allows it to vary its ratio of
fixed to floating rate debt to respond to changing market rate conditions.
Reference is made to Item 2 above and Note 4 for additional debt information.
23 of 25
<PAGE> 24
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - See Exhibit Index
(b) Reports on Form 8-K
No reports on Form 8-K have been filed by the Company during the quarter covered
by this report:
24 of 25
<PAGE> 25
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
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.
GENERAL GROWTH PROPERTIES, INC.
(Registrant)
Date: May 10, 2000 by: /s/: Bernard Freibaum
---------------------------------------------
Bernard Freibaum
Executive Vice President and
Chief Financial Officer
(Principal Accounting Officer)
25 of 25
<PAGE> 26
EXHIBIT INDEX
2(a) Amended and Restated Stock Purchase Agreement, dated as of October 16,
1995, by and among Sears, Roebuck and Co., Homart Development Co., Homart Newco
One, Inc. and GGP/Homart, Inc.(1)
2(b) Amendment No. 1 to Amended and Restated Stock Purchase Agreement,
dated as of December 22, 1995, by and among Sears, Roebuck and Co., Homart
Development Co., Homart Newco One, Inc. and GGP/Homart, Inc.(1)
2(c) Real Estate Purchase Agreement, dated as of July 31, 1995, by and
among Sears, Roebuck and Co., Homart Development Co. and GGP/Homart, Inc.(1)
2(d) Amendment No. 1 to Real Estate Purchase Agreement, dated as of October
16, 1995, by and among Sears, Roebuck and Co., Homart Development Co. and
GGP/Homart, Inc.(1)
2(e) Amendment No. 2 to Real Estate Purchase Agreement, dated as of
December 22, 1995, by and among Sears, Roebuck and Co., Homart Development Co.
and GGP/Homart, Inc.(1)
2(f) Mall Purchase Agreement, dated as of December 22, 1995, by and among
Sears, Roebuck and Co., Homart Development Co. and General Growth
Properties-Natick Limited Partnership.(1)
2(g) Contribution Agreement dated December 6, 1996, between Forbes/Cohen
Properties, a Michigan general partnership, and GGP Limited Partnership, a
Delaware limited partnership.(2)
2(h) Contribution Agreement dated December 6, 1996, between Lakeview Square
Associates, a Michigan general partnership, and GGP Limited Partnership, a
Delaware limited partnership.(2)
2(i) Contribution Agreement dated December 6, 1996, between Jackson
Properties, a Michigan general partnership, and GGP limited Partnership, a
Delaware limited partnership.(2)
2(j) Sale and Contribution Agreement dated June 19, 1997, between CA
Southlake Investors, Ltd., a Georgia limited partnership, and GGP Limited
Partnership, a Delaware limited partnership.(10)
2(k) Contribution Agreement dated June 10, 1997, among Atlantic Freeholds
II, a Nevada general partnership, Town East Mall, L.P., a Delaware limited
partnership, and Town East Mall Partnership, a Texas general partnership.(10)
2(l) Purchase and Sale Agreement dated as of March 22, 1997, between
Century Plaza Co., an Alabama general partnership, and Century Plaza L.L.C., a
Delaware limited liability company. (10)
S-1
<PAGE> 27
2(m) Real Estate Purchase Agreement dated March 12, 1997, between Champaign
Venture, an Illinois general partnership, and Champaign Market Place L.L.C., a
Delaware limited liability company. (10)
2(n) Stock Purchase Agreement dated as of April 17, 1998 and amended June
2, 1998, among MEPC PLC, MEPC North American Properties Limited, U.K.-American
Holdings Limited and GGP Limited Partnership. (16)
2(o) Purchase and Sale Agreement dated May 8, 1998, among Grosvenor
International Limited, P.I.C. Investments, Northbrook Court I L.L.C. and
Northbrook Court II L.L.C. (17)
2(p) Merger Agreement dated May 14, 1998, among GGP Limited Partnership,
GGP Acquisition L.L.C. and U.S. Prime Property, Inc. (17)
2(q) Sale and Contribution Agreement dated April 2, 1998, between Southwest
Properties Venture and GGP Limited Partnership. (18)
2(r). Contribution and Exchange Agreement dated as of July 10, 1998 (the
"Contribution Agreement") among Nashland Associates, HRE Altamonte, Inc.,
Altamonte Springs Mall L.P., and GGP Limited Partnership. (21)
2(s). Purchase and Sale Agreement and Joint Escrow Instructions dated as of
August 21, 1998 by and between Spring Hill Mall Partnership (seller) and Spring
Hill Mall L.L.C., (purchaser). (22)
2(t).Purchase and Sale Agreement dated as of the 18th day of September,
1998 by and between Coastland Center Joint Venture (seller) and Coastland
Center, L.P. (purchaser). (23)
2(u) Purchase and Sale Agreement dated as of May 3, 1999, among D/E Hawaii
Joint Venture, GGP Limited Partnership and General Growth Properties, Inc. (27)
2(v) Agreement of Purchase and Sale, dated as of July 27, 1999, among Oak
View Mall Corporation, a Delaware corporation, and Oak View Mall, L.L.C., a
Delaware limited liability company. (28)
2(w) Agreement of Purchase and Sale, dated as of July 22, 1999 between
General Growth Properties, Inc., a Delaware corporation (the "Company"), and
RREEF USA Fund-III, a California group trust. (28)
2(x) Operating Agreement, dated November 10, 1999, between GGP Limited
Partnership, a Delaware limited partnership, The Comptroller of the State of New
York as Trustee of the Common Retirement Fund ("NYSCRF"), and GGP/Homart II
L.L.C. a Delaware limited liability company ("GGP/ Homart II"). (28)
2(y) Contribution Agreement dated November 10, 1999, by and between GGP
Limited Partnership, a Delaware limited partnership (the "Operating
Partnership"), and GGP/Homart II (Altamonte Mall). (29)
S-2
<PAGE> 28
2(z) Contribution Agreement dated November 10, 1999, by and between the
Operating Partnership and GGP/Homart II (Northbrook Court). (29)
2(aa) Contribution Agreement dated November 10, 1999, by and between the
Operating Partnership and GGP/Homart II (Natick Trust). (29)
2(bb) Contribution Agreement dated November 10, 1999, by and between the
Operating Partnership and GGP/Homart II (Stonebriar Centre). (29)
2(cc) Contribution Agreement dated November 10, 1999, by and between NYSCRF
and GGP/Homart II (Carolina Place). (29)
2(dd) Contribution Agreement dated November 10, 1999, by and between NYSCRF
and GGP/Homart II (Alderwood Mall). (29)
2(ee) Contribution Agreement dated November 10, 1999, by and between NYSCRF
and GGP/Homart II (Montclair Plaza). (29)
2(ff) Contribution Agreement, dated February 1, 2000, by and between
General Growth Companies, Inc. and GGP Limited Partnership. (30)
3(a) Amended and Restated Certificate of Incorporation of the Company. (3)
3(b) Amendment to Amended and Restated Certificate of Incorporation of the
Company.(5)
3(c) Amendment to Amended and Restated Certificate of Incorporation of the
Company filed on December 21, 1995.(11)
3(d) Amendment to Amended and Restated Certificate of Incorporation of the
Company filed on May 20, 1997.(15)
3(e) Bylaws of the Company.(5)
3(f) Amendment to Bylaws of the Company.(5)
3(g) Amendment to Bylaws of the Company.(5)
4(a) Redemption Rights Agreement, dated July 13, 1995, by and among GGP
Limited Partnership, General Growth Properties, Inc. and the persons listed on
the signature pages thereof.(8)
4(b) Redemption Rights Agreement dated December 6, 1996, among GGP Limited
Partnership, a Delaware corporation, Forbes/Cohen Properties, a Michigan general
partnership, Lakeview Square Associates, a Michigan general partnership, and
Jackson Properties, a Michigan general partnership.(2)
4(c) Redemption Rights Agreement, dated June 19, 1997, among GGP Limited
Partnership, a Delaware limited partnership, General Growth Properties, Inc., a
Delaware corporation, and CA Southlake Investors, Ltd., a Georgia limited
partnership.(13)
S-3
<PAGE> 29
4(d) Redemption Rights Agreement dated October 23, 1997, among GGPI, GGPLP
and Peter Leibowits.(15)
4(e) Form of Indenture.(12)
4(f) Certificate of Designations, Preferences and Rights of 7.25% Preferred
Equity Redeemable Stock, Series A. (20)
4(g) Amendment to Certificate of Designations, Preferences and Rights of
7.25% Preferred Income Equity Redeemable Stock, Series A of General Growth
Properties, Inc. filed on May 17, 1999. (27)
4(h) Redemption Rights Agreement dated April 2, 1998, among GGP Limited
Partnership, General Growth Properties, Inc. and Southwest Properties Venture.
(17)
4(i) Indenture and Servicing Agreement dated as of November 25, 1997, among
the Issuers named therein, LaSalle National Bank, as Trustee, and Midland Loan
Services, L.P., as Servicer (the "Indenture Agreement"). (18)
4(j) Form of Note pursuant to the Indenture Agreement. (18)
4(k) Mortgage, Deed of Trust, Security Agreement, Assignment of Leases and
Rents, Fixture Filing and Financing Statement, date and effective as of November
25, 1997, among the Issuers, the Trustee and the Deed Trustees named therein.
(18)
4(l) Rights Agreement, dated November 18, 1998, between General Growth
Properties, Inc. and Norwest Bank Minnesota, N.A., as Rights Agent (including
the Form of Certificate of Designation of Series A Junior Participating
Preferred Stock attached thereto as Exhibit A, the Form of Right Certificate
attached Preferred Stock attached thereto as Exhibit C). (24)
4(m) Form of Common Stock Certificate. (25)
4(n) First Amendment to Rights Agreement, dated as of November 10,1999,
between the Company and Norwest Bank, Minnesota, N.A. (28)
4(o) Letter Agreement concerning Rights Agreement, dated November 10, 1999,
between the Operating Partnership and NYSCRF. (28)
10(a) Second Amended and Restated Agreement of Limited Partnership of the
Operating Partnership. (19)
10(b) Rights Agreement between the Company and the Limited Partners of the
Operating Partnership.(6)
10(c) Real Estate Management Agreement dated July 1, 1996, between General
Growth Management, Inc. and GGP Limited Partnership.(13)
10(d)* General Growth Properties, Inc. 1993 Stock Incentive Plan, as
amended.(14)
S-4
<PAGE> 30
10(e) Form of Amended and Restated Agreement of Partnership for each of the
Property Partnerships.(3)
10(f) Sale-Purchase Agreement dated as of December 30, 1992, by and between
Equitable and the Company.(3)
10(g) Form of Indemnification Agreement between the Operating Partnership,
Martin Bucksbaum, Matthew Bucksbaum, Mall Investment L.P. and M. Bucksbaum
Company. (3)
10(h) Form of Registration Rights Agreement between the Company and the
Bucksbaums. (3)
10(i) Form of Registration Rights Agreement between the Company and certain
trustees for the IBM Retirement Plan. (3)
10(j) Form of Incidental Registration Rights Agreement between the Company,
Equitable, Frank Russell and Wells Fargo.(3)
10(k) Form of Letter Agreements restricting sale of certain shares of
Common Stock.(3)
10(l)* Letter Agreement dated October 14, 1993, between the Company and
Bernard Freibaum.(6)
10(m)* Form of Option Agreement between the Company and certain Executive
Officers.(13)
10(n)* General Growth Properties, Inc. 1998 Incentive Stock Plan.(25)
27 Financial Data Schedule.
(*) A compensatory plan or arrangement required to be filed.
- -------------------------------------------------------------------------------
(1) Previously filed as an exhibit to the Company's Current Report on Form
8-K dated January 5, 1996, incorporated herein by reference.
(2) Previously filed as an exhibit to the Company's Current Report on Form
8-K dated January 3, 1996, incorporated herein by reference.
(3) Previously filed as an exhibit to the Company's Registration Statement
on Form S-11 (No. 33-56640), incorporated herein by reference.
S-5
<PAGE> 31
(4) Previously filed as an exhibit to the Company's Current Report on
Form 8-K dated July 16, 1996, incorporated herein by reference.
(5) Previously filed as an exhibit to the Company's Annual Report on
Form 10-K for the year ended December 31, 1994, incorporated herein by
reference.
(6) Previously filed as an exhibit to the Company's Annual Report on
Form 10-K for the year ended December 31, 1993, incorporated herein by
reference.
(7) Previously filed as an exhibit to the Company's Current Report on
Form 8-K dated February 25, 1994, incorporated herein by reference.
(8) Previously filed as an exhibit to the Company's Current Report on
Form 8-K dated July 17, 1996, incorporated herein by reference.
(9) Previously filed as an exhibit to the Company's Registration
Statement on Form S-3 (No. 33-23035), incorporated herein by reference.
(10) Previously filed as an exhibit to the Company's Current Report on
Form 8-K dated June 19, 1997, incorporated herein by reference.
(11) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 1995, incorporated herein by reference.
(12) Previously filed as an exhibit to the Company's Registration Statement
on Form S-3 (No. 333-37247) dated October 6, 1997, incorporated herein by
reference.
(13) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 1996, incorporated herein by reference.
(14) Previously filed as an exhibit to the Company's Registration Statement
on Form S-8 (No. 333-28449) dated June 3, 1997, incorporated herein by
reference.
(15) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 1997, incorporated herein by reference.
(16) Previously filed as an exhibit to the Company's current report on Form
8K dated June 17, 1998, incorporated herein by reference.
(17) Previously filed as an exhibit to the Company's current report on Form
8K dated May 26, 1998, incorporated herein by reference.
(18) Previously filed as an exhibit to the Company's current report on Form
8K/A dated June 2, 1998, incorporated herein by reference.
(19) Previously filed as an exhibit to the Company's current report on Form
10-Q dated May 14, 1998, as amended May 21, 1998, incorporated herein by
reference.
S-6
<PAGE> 32
(20) Previously filed as an exhibit to the Company's current report on Form
8-K dated August 7, 1998, incorporated herein by reference.
(21) Previously filed as an exhibit to the Company's current report on Form
8-K dated August 5, 1998, incorporated herein by reference.
(22) Previously filed as an exhibit to the Company's current report on Form
8-K dated September 30, 1998, incorporated herein by reference.
(23) Previously filed as an exhibit to the Company's current report on Form
8-K dated October 5, 1998, incorporated herein by reference.
(24) Previously filed as an exhibit to the Company's current report on Form
8-K, dated November 18, 1998, incorporated herein by reference.
(25) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 1998, incorporated herein by reference.
(26) Previously filed as an exhibit to the Company's Registration Statement
on Form S-8 (No. 333-74461) dated March 12, 1999, incorporated herein by
reference.
(27) Previously filed as an exhibit to the Company's Current Report on Form
8-K, dated July 12, 1999, incorporated herein by reference.
(28) Previously filed as an exhibit to the Company's Current Report on Form
8-K, dated November 23, 1999, incorporated herein by reference.
(29) Previously filed as an exhibit to the Company's Current Report on Form
8-K/A, dated January 11, 2000, incorporated herein by reference.
(30) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 1999, incorporated herein by reference.
S-7
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FINANCIAL STATEMENTS INCLUDED IN ITS REPORT ON FORM 10-Q FOR THE
THREE MONTHS ENDED MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS INCLUDED IN SUCH REPORT.
</LEGEND>
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<NAME> GENERAL GROWTH PROPERTIES, INC.
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