FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-12618
SIMON PROPERTY GROUP, INC.
(Exact name of registrant as specified in its charter)
Maryland 35-1901999
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
115 West Washington Street
Indianapolis, Indiana 46204
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (317) 636-1600
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES [X] NO []
As of August 2, 1996, 55,360,225 shares of common stock, par value $0.0001
per share, and 3,200,000 shares of Class B common stock, par value $0.0001
per share, were outstanding.
<TABLE>
SIMON PROPERTY GROUP, INC.
Consolidated Condensed Balance Sheets
(Unaudited and dollars in thousands, except per share amounts)
<CAPTION>
June 30, December 31,
1996 1995
----------- -----------
<S> <C> <C>
ASSETS:
Investment properties, at cost $ 2,353,574 $ 2,162,161
Less _ accumulated depreciation 199,068 152,817
----------- -----------
2,154,506 2,009,344
Cash and cash equivalents 65,556 62,721
Tenant receivables and accrued
revenue, net 141,520 144,400
Notes receivable and advances due from
Management Company 91,478 102,522
Investment in partnerships and joint
ventures, at equity 105,282 113,676
Deferred costs, net 78,307 81,398
Other assets 42,427 42,375
----------- -----------
Total assets $ 2,679,076 $ 2,556,436
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Mortgages and other notes payable $ 2,178,539 $ 1,980,759
Accounts payable and accrued expenses 98,900 113,131
Accrued distributions 49,234 48,594
Cash distributions and losses in
partnerships and joint ventures, at
equity 16,114 54,120
Investment in Management Company 19,740 20,612
Other liabilities 46,864 19,582
----------- -----------
Total liabilities 2,409,391 2,236,798
COMMITMENTS AND CONTINGENCIES
LIMITED PARTNERS' INTEREST IN OPERATING
PARTNERSHIP 68,525 86,692
SHAREHOLDERS' EQUITY:
Series A convertible preferred stock,
4,000,000 shares authorized, issued
and outstanding 99,923 99,923
Common stock, $0.0001 par value,
246,000,000 shares authorized,
55,360,225 and 55,160,195 issued and
outstanding at June 30, 1996 and
December 31, 1995, respectively 6 6
Class B common stock, $0.0001 par
value, 12,000,000 shares authorized,
3,200,000 issued and outstanding 1 1
Capital in excess of par value 269,757 266,718
Accumulated deficit (162,131) (131,015)
Unamortized restricted stock award (6,396) (2,687)
----------- -----------
Total shareholders' equity 201,160 232,946
----------- -----------
Total liabilities and shareholders'
equity $ 2,679,076 $ 2,556,436
=========== ===========
The accompanying notes are an integral part of these statements.
</TABLE>
<TABLE>
SIMON PROPERTY GROUP, INC.
Consolidated Condensed Statements of Operations
(Unaudited and dollars in thousands, except per share amounts)
<CAPTION>
For the three months For the six months
ended June 30, ended June 30,
--------------------- -------------------
1996 1995 1996 1995
---------- -------- -------- --------
<S> <C> <C> <C> <C>
REVENUE:
Minimum rent $ 80,623 $ 74,459 $159,076 $147,457
Overage rent 5,784 5,071 10,751 9,894
Tenant reimbursements 47,040 44,714 93,696 88,855
Other income 10,314 6,521 19,681 14,049
-------- -------- -------- --------
Total revenue 143,761 130,765 283,204 260,255
-------- -------- -------- --------
EXPENSES:
Property operating 26,477 24,008 52,662 49,334
Depreciation and amortization 26,635 22,090 51,307 43,197
Real estate taxes 14,495 13,262 28,303 26,182
Repairs and maintenance 7,017 6,257 14,427 12,107
Advertising and promotion 3,285 3,290 6,004 5,388
Other 2,801 3,743 6,377 7,067
-------- -------- -------- --------
Total operating expenses 80,710 72,650 159,080 143,275
-------- -------- -------- --------
OPERATING INCOME 63,051 58,115 124,124 116,980
INTEREST EXPENSE 40,568 36,724 79,134 75,657
-------- -------- -------- --------
INCOME BEFORE MINORITY INTEREST 22,483 21,391 44,990 41,323
MINORITY INTEREST (672) (958) (1,175) (1,335)
GAIN ON SALE OF ASSET -- -- -- 2,350
-------- -------- -------- --------
INCOME BEFORE UNCONSOLIDATED
ENTITIES 21,811 20,433 43,815 42,338
INCOME FROM UNCONSOLIDATED
ENTITIES 2,157 3,095 3,985 3,397
-------- -------- -------- --------
INCOME OF SPG OPERATING
PARTNERSHIP BEFORE
EXTRAORDINARY ITEMS 23,968 23,528 47,800 45,735
EXTRAORDINARY ITEMSLosses on
extinguishments of debt -- (248) (265) (248)
-------- -------- -------- --------
INCOME OF SPG OPERATING
PARTNERSHIP 23,968 23,280 47,535 45,487
LESS LIMITED PARTNERS'
INTEREST IN SPG OPERATING
PARTNERSHIP 8,525 9,333 16,907 18,893
-------- -------- -------- --------
NET INCOME 15,443 13,947 30,628 26,594
PREFERRED DIVIDENDS 2,031 -- 4,062 --
-------- -------- -------- --------
NET INCOME AVAILABLE TO COMMON
SHAREHOLDERS $ 13,412 $ 13,947 $ 26,566 $ 26,594
======== ======== ======== ========
EARNINGS PER COMMON SHARE:
Income before extraordinary
items $ 0.23 $ 0.25 $ 0.45 $ 0.51
Extraordinary items -- -- -- --
-------- -------- -------- --------
Net income $ 0.23 $ 0.25 $ 0.45 $ 0.51
======== ======== ======== ========
The accompanying notes are an integral part of these statements.
</TABLE>
<TABLE>
SIMON PROPERTY GROUP, INC.
Consolidated Condensed Statements of Cash Flows
(Unaudited and dollars in thousands)
<CAPTION>
For the six months
ended June 30,
----------------------
1996 1995
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 30,628 $ 26,594
Adjustments to reconcile net income to net
cash provided by operating activities_
Depreciation and amortization 55,303 47,500
Losses on extinguishments of debt 265 248
Gain on sale of asset -- (2,350)
Limited partners' interest in SPG Operating
Partnership 16,907 18,893
Straight-line rent 506 (557)
Minority interest 1,175 1,335
Equity in income of unconsolidated entities (3,985) (3,397)
Changes in assets and liabilities_
Tenant receivables and accrued revenue 5,889 13,169
Deferred costs and other assets (3,171) (4,608)
Accounts payable, accrued expenses and other
liabilities (12,883) (15,997)
--------- ---------
Net cash provided by operating activities 90,634 80,830
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition (43,941) --
Capital expenditures (51,578) (33,934)
Cash of consolidated joint ventures 1,695 3,374
Proceeds from sale of asset -- 2,550
Investments in unconsolidated entities (20,167) (3,574)
Distributions from unconsolidated entities 32,937 3,089
Loan repayment from Management Company 11,044 --
--------- ---------
Net cash used in investing activities (70,010) (28,495)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds (expenses) from sale of common
stock, net (62) 142,111
Minority interest distributions (2,770) (2,230)
Distributions to shareholders (61,104) (48,014)
Distributions to limited partners (36,723) (36,174)
Proceeds from borrowings, net of transaction
costs 230,085 87,314
Mortgage, bond and other payments (147,215) (220,654)
--------- ---------
Net cash used in financing activities (17,789) (77,647)
--------- ---------
INCREASE (DECREASE) IN CASH AND CASH 2,835 (25,312)
EQUIVALENTS
CASH AND CASH EQUIVALENTS, beginning of period 62,721 105,139
--------- ---------
CASH AND CASH EQUIVALENTS, end of period $ 65,556 $ 79,827
========= =========
The accompanying notes are an integral part of these statements.
</TABLE>
SIMON PROPERTY GROUP, INC.
Notes to Unaudited Consolidated Condensed Financial Statements
(Dollars in thousands)
Note 1 - Basis of Presentation
The accompanying consolidated condensed financial statements are
unaudited; however, they have been prepared in accordance with generally
accepted accounting principles for interim financial information and in
conjunction with the rules and regulations of the Securities and Exchange
Commission. Accordingly, they do not include all of the disclosures required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting solely of normal
recurring matters) necessary for a fair presentation of the consolidated
condensed financial statements for these interim periods have been included.
The results for the interim period ended June 30, 1996 are not necessarily
indicative of the results to be obtained for the full fiscal year. These
unaudited consolidated condensed financial statements should be read in
conjunction with the December 31, 1995 audited financial statements and notes
thereto included in the Simon Property Group, Inc. Annual Report on Form 10-K.
The accompanying unaudited consolidated condensed financial statements of
Simon Property Group, Inc. (the "Company") include all the accounts of the
Company, its wholly owned qualified real estate investment trust ("REIT")
subsidiaries and its majority-owned subsidiary, Simon Property Group, L.P.
("SPG Operating Partnership"). Properties which are wholly owned or controlled
by SPG Operating Partnership have been consolidated. All significant
intercompany amounts have been eliminated.
SPG Operating Partnership's equity interests in certain partnerships and
joint ventures which represent noncontrolling 14.7% to 50.0% ownership
interests and the investment in M.S. Management Associates, Inc. (the
"Management Company" - see Note 6) are accounted for under the equity method of
accounting. These investments are recorded initially at cost and subsequently
adjusted for net equity in income (loss) and cash contributions and
distributions.
The income of SPG Operating Partnership is allocated to the Company based
on the Company's preferred unit preference and ownership interest in SPG
Operating Partnership during the period. The Company's weighted average
ownership interest in SPG Operating Partnership for the three months ended June
30, 1996 and 1995 was 61.1% and 59.9%, respectively. The Company's weighted
average ownership interest for the six-month periods ended June 30, 1996 and
1995 was 61.1% and 58.5%, respectively. The Company owned 61.1% and 61.0% of
SPG Operating Partnership as of June 30, 1996 and December 31, 1995,
respectively.
Note 2 - Reclassifications
Certain reclassifications of prior period amounts have been made in the
financial statements to conform to the 1996 presentation.
Note 3 - Cash Flow Information
Cash paid for interest, net of amounts capitalized, during the six months
ended June 30, 1996 was $75,908, as compared to $73,068 for the same period in
1995. Accrued and unpaid distributions as of June 30, 1996 and December 31,
1995 were as follows:
June 30, December 31,
1996 1995
Common Stock Dividends Payable $ 28,841 $ 28,742
Convertible Preferred Stock Dividends Payable 2,031 1,490
Limited Partner Distributions Payable 18,362 18,362
Total Accrued and Unpaid Distributions Payable $ 49,234 $ 48,594
Note 4 - Per Share Data
Per share data is based on the weighted average number of shares of common
stock outstanding during the period. The weighted average number of shares
used in the computation for the three months ended June 30, 1996 and 1995 was
58,560,225 and 55,658,382, respectively. The weighted average number of shares
used in the computation for the six months ended June 30, 1996 and 1995 was
58,471,201 and 52,535,697, respectively. Units of ownership of SPG Operating
Partnership ("Units") may be exchanged for shares of common stock of the
Company on a one-for-one basis in certain circumstances. Additionally, shares
of the Company's preferred stock may be converted into common stock of the
Company beginning in October of 1997 at an initial conversion ratio equal to
0.9524. Neither the stock options outstanding under the Stock Option Plans,
the Units nor the shares of preferred stock have been included in the
computations of per share data as they do not have a dilutive effect.
Note 5 - Acquisition
Prior to April 11, 1996, SPG Operating Partnership held a 50% joint
venture interest in Ross Park Mall in Pittsburgh, Pennsylvania. On April 11,
1996, SPG Operating Partnership acquired the remaining economic ownership
interest. The purchase price included approximately $44,000 cash and the
assumption of the joint venture partner's share of existing debt ($57,000).
The purchase price in excess of the net assets acquired of $49,015 was
allocated to investment properties. Effective April 11, 1996, the property is
being accounted for using the consolidated method of accounting. It was
previously accounted for using the equity method of accounting.
Note 6 - Investment in Unconsolidated Entities
Summary financial information of partnerships and joint ventures accounted
for using the equity method of accounting and a summary of SPG Operating
Partnership's investment in and share of income (loss) from such partnerships
and joint ventures follow:
PARTNERSHIPS AND JOINT
VENTURES
June 30, December 31,
BALANCE SHEETS 1996 1995
Assets:
Investment properties at cost, net $ 1,195,593 $ 1,156,066
Cash and cash equivalents 35,020 52,624
Tenant receivables 34,140 35,306
Other assets 34,594 32,626
Total assets $ 1,299,347 $ 1,276,622
Liabilities and Partners' Equity:
Mortgage and other notes payable $ 457,578 $ 410,652
Accounts payable, accrued expenses and
other liabilities 130,231 127,322
Total liabilities 587,809 537,974
Partners' equity 711,538 738,648
Total liabilities and partners' equity $ 1,299,347 $ 1,276,622
SPG Operating Partnership's Share of:
Total assets $ 289,549 $ 290,802
Partners' equity:
Investment in partnerships and joint
ventures, at equity $ 105,282 $ 113,676
Cash distributions and losses in
partnerships and joint ventures,
at equity (16,114) (54,120)
$ 89,168 $ 59,556
PARTNERSHIPS AND JOINT VENTURES
For the three For the six months
months ended ended
June 30, June 30,
STATEMENTS OF OPERATIONS 1996 1995 1996 1995
Revenue:
Minimum rent $ 25,876 $ 18,072 $ 53,840 $ 37,136
Overage rent 927 619 1,689 1,130
Tenant reimbursements 13,380 9,223 27,448 18,649
Other income 1,653 8,729 6,422 10,022
Total revenue 41,836 36,643 89,399 66,937
Operating Expenses:
Operating expenses and other 15,282 10,607 32,849 21,437
Depreciation and amortization 9,916 5,207 20,586 10,651
Total operating expenses 25,198 15,814 53,435 32,088
Operating Income 16,638 20,829 35,964 34,849
Interest Expense 6,287 7,363 14,134 14,634
Net Income 10,351 13,466 21,830 20,215
Third Party Investors' Share of
Net Income 8,676 10,807 18,698 17,806
SPG Operating Partnership's
Share of Net Income $ 1,675 $ 2,659 $ 3,132 $ 2,409
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.
Summary financial information of the Management Company accounted for
using the equity method of accounting and a summary of SPG Operating
Partnership's investment in and share of income from the Management Company
follow:
MANAGEMENT COMPANY
June 30, December 31,
BALANCE SHEETS 1996 1995
Assets:
Current assets $ 25,232 $ 40,964
Undeveloped land and mortgage notes 45,746 45,769
Other assets 14,166 13,813
Total assets $ 85,144 $ 100,546
Liabilities and Shareholders' Deficit:
Current liabilities $ 13,053 $ 18,435
Notes payable and advances due to SPG
Operating Partnership at 11%, due 2008 91,478 102,522
Total liabilities 104,531 120,957
Shareholders' deficit (19,387) (20,411)
Total liabilities and shareholders'
deficit $ 85,144 $ 100,546
SPG Operating Partnership's Share of:
Total assets $ 68,115 $ 80,437
Shareholders' deficit $ (19,740) $ (20,612)
MANAGEMENT COMPANY
For the three For the six
months ended months ended
June 30, June 30,
STATEMENTS OF OPERATIONS 1996 1995 1996 1995
Revenue:
Management fees $ 5,014 $ 5,994 $ 10,170 $ 10,955
Development and leasing fees 2,123 2,394 4,448 6,393
Cost-sharing income and other 2,892 1,873 5,302 3,515
Total revenue 10,029 10,261 19,920 20,863
Expenses:
Operating expenses 6,939 7,022 13,791 14,236
Depreciation 632 578 1,254 1,100
Interest 1,535 1,908 3,151 3,692
Total expenses 9,106 9,508 18,196 19,028
Net Income 923 753 1,724 1,835
Preferred Dividends 350 350 700 665
Net Income Available for Common
Shareholders $ 573 $ 403 $ 1,024 $ 1,170
SPG Operating Partnership's
Share of Net Income $ 482 $ 436 $ 853 $ 988
The management, development and leasing activities related to the non-
wholly owned and other third-party properties are conducted by the Management
Company.
SPG Operating Partnership's share of allocated common costs were $6,662
and $5,467, respectively, for the three-month periods and $14,425 and $12,019,
respectively, for the six-month periods ended June 30, 1996 and 1995.
Note 7 - Debt
On February 23, 1996, SPG Operating Partnership borrowed the initial
$100,000 tranche of a $184,000 two-tranche loan facility for the Forum Shops at
Caesar's ("Forum") and retired the existing $89,701 mortgage debt for Forum.
The initial funding bears interest at LIBOR plus 100 basis points and matures
in February 2000. The remaining proceeds of the initial $100,000 tranche are
being used to provide funds for the approximately 250,000-square-foot phase II
expansion of this property.
On April 11, 1996, SPG Operating Partnership borrowed an additional
$115,000 on its existing revolving credit facility. The funds were used
primarily to acquire the remaining economic ownership interest in Ross Park
Mall ($44,000), and to retire a portion ($54,000) of the existing debt on Ross
Park Mall.
On June 28, 1996, SPG Operating Partnership obtained an additional
$200,000 unsecured, revolving credit facility. The facility bears interest at
LIBOR plus 132.5 basis points and matures in August of 1998. Terms for the
facility are identical to those of SPG Operating Partnership's current $400,000
facility obtained in August of 1995.
During the first six months of 1996, SPG Operating Partnership drew an
additional $15,999 on its construction loan for Cottonwood Mall in Albuquerque,
New Mexico. As of June 30, 1996, a total of $38,398 was outstanding on the
loan.
At June 30, 1996, SPG Operating Partnership had consolidated debt of
$2,178,539, of which $1,288,842 was fixed-rate debt and $889,697 was variable-
rate debt. As of both June 30, 1996 and December 31, 1995, SPG Operating
Partnership had interest-rate protection agreements related to $551,196 of
variable-rate debt. The agreements are generally in effect until the related
variable-rate debt matures. As a result of the various interest rate
protection agreements, interest savings were $359 and $914 for the three months
ended June 30, 1996 and 1995, respectively, and $812 and $1,924 for the six
months ended June 30, 1996 and 1995, respectively. SPG Operating Partnership's
pro rata share of indebtedness of the unconsolidated joint venture properties
as of June 30, 1996 and December 31, 1995 was $154,532 and $167,644,
respectively.
Note 8 - Shareholders' Equity
The following table summarizes the change in the Company's shareholders'
equity since December 31, 1995.
<TABLE>
Capital in
Excess of
Par Value,
Class B Common Net of
Preferred Stock Common Stock Stock Predecessor Unamortized Total
Par Par Basis Accumulated Restricted Shareholders'
Shares Value Shares Value Shares Value Adjustment Deficit Stock Award Equity
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at
December 31, 1995 4,000,000 $ 99,923 55,160,195 $ 6 3,200,000 $ 1 $ 266,718 $ (131,015) $ (2,687) $ 232,946
Transfer Out of
Limited Partners'
Interest in SPG
Operating
Partnership (1,650) (1,650)
Stock Incentive
Program 200,030 4,751 (4,751) --
Amortization of
stock incentive 1,042 1,042
Net Income 30,628 30,628
Distributions (61,744) (61,744)
Other (62) (62)
Balance at --------- -------- ---------- ---- --------- --- ---------- ----------- --------- ----------
June 30, 1996 4,000,000 $ 99,923 55,360,225 $ 6 3,200,000 $ 1 $ 269,757 $ (162,131) $ (6,396) $ 201,160
========= ======== ========== ==== ========= === ========== =========== ========= ==========
</TABLE>
Stock Incentive Program
On March 22, 1995, an aggregate of 1,000,000 shares of restricted stock
was awarded to 50 executives, subject to the performance standards and other
terms of the Stock Incentive Program. On March 22, 1995 and 1996 the board of
directors of the Company approved the issuances of 144,196 and 200,030 shares
of common stock of the Company, respectively, to the eligible executives. The
value of these shares is being amortized pro-rata over the respective four-year
vesting period. Approximately $1,042 and $266 have been amortized for the six-
month periods ended June 30, 1996 and 1995, respectively.
Note 9 - DeBartolo Realty Corporation Merger
The merger between the Company and DeBartolo Realty Corporation
("DeBartolo") was approved by each company's shareholders and closed August 9,
1996. Pursuant to the terms of the agreement, the DeBartolo shareholders will
receive 0.68 shares of common stock of the Company in exchange for each share
of DeBartolo common stock held.
The merged company is currently preparing debt and equity shelf
registration statements. It is anticipated that filings for both shelf
registrations will occur in August of 1996.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Certain statements made in this report may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 (the "Reform Act"). Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of SPG Operating Partnership to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the following: general economic and business conditions, which
will, among other things, affect demand for retail space or retail goods,
availability and creditworthiness of prospective tenants, lease rents and the
terms and availability of financing; adverse changes in the real estate markets
including, among other things, competition with other companies and technology;
risks of real estate development and acquisition; governmental actions and
initiatives; and environmental/safety requirements.
Results of Operations
For the Three Months Ended June 30, 1996 vs. the Three Months Ended June 30,
1995
Four property ownership changes (the "Property Transactions") affect the
comparison of the three-month periods. Effective July 1, 1995, SPG Operating
Partnership relinquished its ability to solely direct certain activities
related to the control of North East Mall, and as a result began accounting for
the property using the equity method of accounting. Effective July 31, 1995,
SPG Operating Partnership acquired the remaining 50% interest in Crossroads
Mall and subsequently began including Crossroads in the financial statements
using the consolidated method of accounting. Effective September 25, 1995, SPG
Operating Partnership acquired the remaining 55% interest in East Towne Mall
and subsequently began including East Towne in the financial statements using
the consolidated method of accounting. And finally, on April 11, 1996, SPG
Operating Partnership acquired the remaining 50% economic ownership interest in
Ross Park Mall and subsequently began including Ross Park in the financial
statements using the consolidated method of accounting.
Total revenue increased $13.0 million or 9.9% for the three months ended
June 30, 1996, as compared to the same period in 1995. Of this increase, $8.0
million is a result of the Property Transactions. The remaining $5.0 million
increase is primarily the result of increases in minimum rent ($1.3 million),
and an increase in other income ($3.8 million), primarily from increased lease
settlement income ($1.1 million) and an adjustment to reflect the
collectability of notes receivable ($2.0 million).
Total operating expenses increased $8.1 million, or 11.1%, for the three
months ended June 30, 1996, as compared to the same period in 1995. Of this
increase, $4.4 million is a result of the Property Transactions. The remaining
$3.6 million increase is primarily due to an increase in depreciation and
amortization ($3.0 million).
Interest expense increased $3.8 million, or 10.5% for the three months
ended June 30, 1996, as compared to the same period in 1995, primarily as a
result of the Property Transactions ($3.5 million).
Income from unconsolidated entities decreased $0.9 million for the three
months ended June 30, 1996, as compared to the same period in 1995. This is
primarily due to a decrease in SPG Operating Partnership's share of gains on
the sales of peripheral property in the second quarter of 1996 as compared to
the same period in 1995 ($2.2 million), partially offset by the acquisition, in
December of 1995, of a 25% share of Smith Haven Mall, resulting in additional
income of $0.7 million.
Income of SPG Operating Partnership was $24.0 million for the three months
ended June 30, 1996, as compared to $23.3 million for the same period in 1995,
reflecting an increase of $0.7 million, for the reasons discussed above, and
was allocated to the Company based on the Company's preferred unit preference
and ownership interest in SPG Operating Partnership during the period.
For the Six Months Ended June 30, 1996 vs. the Six Months Ended June 30, 1995
In addition to the Property Transactions, another ownership change affects
the comparison of the six-month periods. Effective February 23, 1995, SPG
Operating Partnership acquired an additional 50% interest in White Oaks Mall
("White Oaks") and subsequently began including White Oaks in the financial
statements using the consolidated method of accounting.
Total revenue increased $22.9 million or 8.8% for the six months ended
June 30, 1996, as compared to the same period in 1995. Of this increase, $13.1
million is a result of the Property Transactions and White Oaks. The remaining
increase is primarily the result of increases in minimum rent ($3.8 million),
and an increase in other income ($5.6 million), primarily from increased lease
settlement income ($2.7 million) and an adjustment to reflect the
collectability of notes receivable ($2.0 million).
Total operating expenses increased $15.8 million, or 11.0%, for the six
months ended June 30, 1996, as compared to the same period in 1995. Of this
increase, $7.1 million is a result of the Property Transactions and White Oaks.
The remaining $8.7 million increase is primarily due to increases in repairs
and maintenance ($1.5 million) and depreciation and amortization ($5.8
million).
The gain on sale of an asset in the six months ended June 30, 1995 ($2.4
million) relates to the sale of a minority partnership interest in land
previously held for development in Denver, Colorado.
Interest expense increased $3.5 million for the six months ended June 30,
1996, as compared to the same period in 1995. This increase was primarily the
result of the Property Transactions and White Oaks ($4.7 million), partially
offset by interest savings resulting from debt payments made with proceeds
obtained from the Company's secondary common stock offering in April 1995 and
the sale of preferred stock in October 1995.
Income of SPG Operating Partnership was $47.5 million for the six months
ended June 30, 1996, as compared to $45.5 million for the same period in 1995,
reflecting an increase of $2.0 million, for the reasons discussed above, and
was allocated to the Company based on the Company's preferred unit preference
and ownership interest in SPG Operating Partnership during the period.
Liquidity and Capital Resources
At June 30, 1996, SPG Operating Partnership's balance of cash and cash
equivalents was $65.6 million, not including its proportionate share of cash
held by the joint venture properties and the Management Company. In addition
to its cash reserves, SPG Operating Partnership had unused capacity under its
unsecured revolving credit facilities totaling $289.0 million.
DeBartolo Merger. The merger between the Company and DeBartolo Realty
Corporation ("DeBartolo") was approved by each company's shareholders and
closed August 9, 1996. Pursuant to the terms of the agreement, the DeBartolo
shareholders will receive 0.68 shares of common stock of the Company in
exchange for each share of DeBartolo common stock held.
The merged company is currently preparing debt and equity shelf
registration statements. It is anticipated that filings for both shelf
registrations will occur in August of 1996.
Financing and Refinancing. On February 23, 1996, SPG Operating
Partnership borrowed the initial $100.0 million tranche of a $184.0 million two-
tranche loan facility for The Forum Shops at Caesar's ("Forum") and retired the
existing $89.7 million mortgage debt for Forum. The initial funding bears
interest at LIBOR plus 100 basis points and matures in February 2000. The
remaining proceeds are being used to provide funds for the approximately
250,000-square-foot phase II expansion of this property.
On April 11, 1996, SPG Operating Partnership drew an additional $115.0
million on its existing revolving credit facility primarily to finance the
acquisition of the remaining economic ownership interest in Ross Park Mall ($44
million) and to retire a portion of the property's debt ($54 million).
On June 28, 1996, SPG Operating Partnership obtained an additional $200
million unsecured, revolving credit facility. The facility bears interest at
LIBOR plus 132.5 basis points and matures in August of 1998. Terms for the
facility are identical to those of SPG Operating Partnership's existing $400
million facility, which remains in place.
During the first six months of 1996, SPG Operating Partnership drew an
additional $16.0 million on its construction loan for Cottonwood Mall in
Albuquerque, New Mexico. As of June 30, 1996, a total of $38.4 million was
outstanding on this construction loan.
Development, Expansions and Renovations. The Company is involved in
several development, expansion and renovation efforts.
Groundbreaking has occurred on two new retail development projects.
Grapevine Mills, a 1,450,000-square-foot retail development project in Fort
Worth, Texas, broke ground on July 10, 1996, and is expected to open in
November of 1997. A commitment has been obtained for a four-year $140 million
construction loan with interest at LIBOR plus 165 basis points. SPG Operating
Partnership will have a $13.9 million equity commitment on this $186 million
development project. SPG Operating Partnership owns 37.5% of this joint
venture development. Arizona Mills, a 1,225,000-square-foot retail development
project in Tempe, Arizona, broke ground on August 1, 1996. This $182 million
development is expected to open in November of 1997. SPG Operating Partnership
has a $4.6 million equity investment and a 25% ownership interest in this joint
venture development.
SPG Operating Partnership is completing demolition of the existing Bakery
Centre in South Miami, Florida, in preparation for the $130 million development
of The Shops at Sunset Place. Pre-development efforts continue for this 75%-
owned proposed 500,000-square-foot retail and entertainment center.
Cottonwood Mall opened on July 31, 1996, in Albuquerque, New Mexico. This
1.0 million-square-foot regional mall is wholly-owned by SPG Operating
Partnership. Cottonwood Mall is anchored by Dillard's, Foley's, JCPenney,
Mervyn's and Montgomery Ward.
Construction also continues on the following projects:
* A 250,000-square-foot phase II expansion of Forum, in which SPG Operating
Partnership has a 55% ownership interest, is scheduled to open in the fall of
1997. The $90 million costs of the Forum project are being funded with a
portion of a $184 million two-tranche financing facility which closed
February 23, 1996.
* Ontario Mills, a 1.4 million-square-foot value-oriented regional mall in
Ontario, California, in which SPG Operating Partnership has a 25% ownership
interest, is scheduled to open in November of 1996. A $110 million
construction loan on this project has been obtained on this approximately
$168 million partnership venture with The Mills Corporation. SPG Operating
Partnership funded its $15.0 million equity commitment for this project in
July 1996.
* The Source, a 730,000-square-foot retail development project in Westbury
(Long Island), New York, is expected to open in August of 1997. This new $151
million development will adjoin an existing Fortunoff store. SPG Operating
Partnership has a total equity requirement of $31.1 million for this project.
Construction Financing of $120 million closed on this property in July of
1996. The loan carries interest at LIBOR plus 170 basis points and matures
on July 16, 1999. SPG Operating Partnership has made a $12.5 million equity
investment in this 50%-owned joint venture development.
* The Tower Shops at Stratosphere, in Las Vegas, Nevada, is an approximately
$25 million, 89,000-square-foot retail development project in which SPG
Operating Partnership owns a 50% interest. This retail development is
currently under construction and is scheduled to open late in the summer of
1996. SPG Operating Partnership contributed its $3.2 million equity
commitment in April of 1996.
Management is also considering renovation and expansion projects at
various other properties. It is anticipated that these projects will be
financed principally with external borrowings, existing corporate credit
facilities and cash flows from operations.
Debt. At June 30, 1996, SPG Operating Partnership had consolidated debt
of $2,178.5 million, of which $1,288.8 million is fixed-rate debt and $889.7
million is variable-rate debt. As of June 30, 1996 and 1995, SPG Operating
Partnership had interest-rate protection agreements relating to $551.2 million
of the variable-rate debt. The agreements are generally in effect until the
related variable-rate debt matures.
The Company's ratio of consolidated debt-to-market capitalization was
approximately 47.1% at June 30, 1996.
Dividends. The Company declared a dividend of $0.4925 per share of common
stock for the second quarter of 1996. Future common stock dividends will be
determined based on actual results of operations and cash available for
dividend. Preferred dividends of $0.5078 per preferred share were also
declared during this period.
Capital Resources. Management anticipates that cash generated from
operating performance will provide the necessary funds on a short- and long-
term basis for its operating expenses, interest expense on outstanding
indebtedness, recurring capital expenditures and distributions to shareholders
in accordance with REIT requirements.
Management continues to actively review and evaluate property acquisition
opportunities. Management believes that funds on hand and amounts available
under SPG Operating Partnership's unsecured revolving credit facilities,
together with the ability to issue shares of common stock of the Company and/or
Units, provide the means to finance certain acquisitions. No assurance can be
given that the Company 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.
Investing and Financing Activities. Cash used in investing activities for
the six months ended June 30, 1996 was $70.0 million. Cash used in investing
activities included approximately $44 million for the acquisition of the
remaining economic ownership interest in Ross Park Mall, capital expenditures
and development related costs of $51.6 million including $17.1 million, $7.0
million and $3.2 million at Cottonwood Mall, Forum, and The Shops at Sunset
Place, respectively; and advances to unconsolidated joint ventures totaling
approximately $20.2 million, including $12.5 million, $4.6 million and $3.2
million in equity contributions made to The Source, Chandler Mills and The Tower
Shops at Stratosphere, respectively, to fund development activity. Cash
received from unconsolidated entities of $44.0 million included a $30.3 million
return of equity from Smith Haven Mall and a note repayment received from M.S.
Management Associates ($11.8 million). Cash used in investing activities for
the six months ended June 30, 1995 included $33.9 million for tenant allowances,
capital expenditures and development related costs and $3.1 million for the
acquisition of a joint venture interest in a parcel of land to be held for
development in Little Rock, Arkansas, partially offset by $2.6 million of net
proceeds from the sale of a joint venture interest in land held for
development, distributions from unconsolidated entities ($3.1 million) and cash
of $3.4 million included in the acquisition of interest in White Oaks Mall.
Cash used in financing activities for the six months ended June 30, 1996
was $59.9 million less than the six months ended June 30, 1995. The decrease
in cash used in 1996 as compared to 1995 was primarily the result of an
increase in net mortgage borrowings of $216.2 million, partially offset by an
increase of $13.1 million in distributions to shareholders (including $3.5
million paid to the preferred shareholder representing dividends from October
27, 1995 to March 31, 1996) and proceeds from sales of common stock in 1995 of
$142.1 million. Net borrowings of $82.9 million in 1996 was primarily made up
of $44.0 million of net additional borrowings to purchase the remaining
economic ownership interest in Ross Park Mall, $9.7 million from the
refinancing at Forum and a $16.0 million increase on the Cottonwood Mall
construction loan. Net mortgage payments in 1995 ($133.3 million) were made
primarily using the proceeds from common stock sales.
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 SPG Operating Partnership 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 the Company's 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 the Company's liquidity.
Total EBITDA for the portfolio properties increased from $208.0 million
for the six months ended June 30, 1995 to $232.0 million for the same period in
1996, representing a growth rate of 11.5%. This increase is primarily
attributable to the malls opened or acquired during 1995. During this period,
operating profit margin decreased slightly from 63.1% to 62.3%.
FFO-Funds from Operations
FFO, as defined by the National Association of Real Estate Investment
Trusts ("NAREIT"), means the consolidated net income of SPG Operating
Partnership 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 SPG Operating Partnership'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 of
the Company. 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 the Company's 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 the
Company's liquidity. In March, 1995, NAREIT modified its definition of FFO.
The modified definition provides that amortization of deferred financing costs
and depreciation of non-rental real estate assets are no longer to be added
back to net income in arriving at FFO. The modified definition was adopted
beginning in 1996. Additionally, the prior year FFO is being restated to
reflect the new definition in order to make the amounts comparative. Under the
previous definition, FFO of SPG Operating Partnership and FFO allocable to the
Company, for the three months ended June 30, 1995, would have been $48.4
million and $29.0 million, respectively. Under the previous definition, FFO of
SPG Operating Partnership and FFO allocable to the Company, for the six months
ended June 30, 1995, would have been $93.1 million and $54.5 million,
respectively.
The following summarizes FFO of SPG Operating Partnership and reconciles
net income of SPG Operating Partnership to FFO for the periods presented:
For the Three Months For the Six Months
Ended June 30, Ended June 30,
1996 1995 1996 1995
(In thousands)
FFO of SPG Operating
Partnership $ 50,532 $ 45,859 $ 99,212 $ 87,795
Reconciliation:
Income of SPG Operating
Partnership $ 23,968 $ 23,280 $ 47,535 $ 45,487
Plus:
Extraordinary items -
Losses on extinguishments
of debt -- 248 265 248
Depreciation and
amortization from
consolidated properties 26,501 21,968 51,038 42,959
SPG Operating Partnership's
share of depreciation and
amortization from
unconsolidated affiliates 2,918 1,366 5,950 3,012
Less:
Gain on sale of asset N/A N/A N/A (2,350)
Minority interest portion
of depreciation and
amortization (824) (1,003) (1,514) (1,561)
Preferred dividends (2,031) -- (4,062) --
-------- -------- -------- --------
FFO of SPG Operating
Partnership $ 50,532 $ 45,859 $ 99,212 $ 87,795
======== ======== ======== ========
FFO allocable to the
Company $ 30,892 $ 27,475 $ 60,619 $ 51,357
======== ======== ======== ========
Portfolio Data
Aggregate Tenant Sales Volume. For the six months ended June 30, 1995
compared to the same period in 1996, total reported retail sales for mall and
freestanding stores at the regional malls and all stores at the community
shopping centers for GLA owned by SPG Operating Partnership ("Owned GLA")
increased 8.1% from $1,954 million to $2,113 million. 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 regional malls decreased from
84.6% at June 30, 1995 to 83.1% at June 30, 1996. Occupancy levels for
community shopping centers decreased from 94.6% at June 30, 1995 to 92.6% at
June 30, 1996. These decreases are the result of store closings by several
retailers which filed bankruptcy in 1995 and the de-leasing efforts at two
malls in anticipation of de-malling these properties. Total GLA has increased
4.2 million square feet from June 30, 1995 to June 30, 1996, primarily as a
result of the 1995 opening of three new regional malls and the acquisition of
Smith Haven Mall.
Average Base Rents. Average base rents per square foot of mall and
freestanding stores at regional mall Owned GLA increased 9.6%, from $18.06 to
$19.79 as of June 30, 1996 as compared to June 30, 1995. In community shopping
centers, average base rents per square foot of Owned GLA increased 3.2%, from
$7.21 to $7.44 during this same period.
Inflation
Inflation has remained relatively low during the past three years and has
had a minimal impact on the operating performance of the portfolio properties.
Nonetheless, substantially all of the tenants' leases contain provisions
designed to lessen the impact of inflation. Such provisions include clauses
enabling SPG Operating Partnership to receive percentage rentals based on
tenants' gross sales, which generally increase as prices rise, and/or
escalation clauses, which generally increase rental rates during the terms of
the leases. In addition, many of the leases are for terms of less than ten
years, which may enable SPG Operating Partnership to replace existing leases
with new leases at higher base and/or percentage rentals if rents of the
existing leases are below the then-existing market rate. Substantially all of
the leases, other than those for anchors, require the tenants to pay a
proportionate share of operating expenses, including common area maintenance,
real estate taxes and insurance, thereby reducing SPG Operating Partnership's
exposure to increases in costs and operating expenses resulting from inflation.
However, inflation may have a negative impact on some of SPG Operating
Partnership's other operating items. Interest and general and administrative
expenses may be adversely affected by inflation as these specified costs could
increase at a rate higher than rents. Also, for tenant leases with stated rent
increases, inflation may have a negative effect as the stated rent increases in
these leases could be lower than the increase in inflation at any given time.
Other
The shopping center industry is seasonal in nature, particularly in the
fourth quarter during the holiday season, when tenant occupancy and retail
sales are typically at their highest levels. In addition, shopping malls
achieve most of their temporary tenant rents during the holiday season. As a
result of the above, earnings are generally highest in the fourth quarter of
each year.
Management recognizes the retail industry continues to experience some
difficulties, which is reflected in sales trends and in the bankruptcies and
continued restructuring of several prominent retail organizations.
Continuation of these trends could impact future earnings performance.
Part II - Other Information
Item 1: Legal Proceedings
Neither the Company nor any of the portfolio properties is currently a
party to any material pending legal proceedings nor, to management's knowledge,
is any material legal proceeding currently contemplated by governmental
authorities against the Company or the portfolio properties. The entities that
own portfolio properties are parties to a variety of routine litigation arising
in the ordinary course of business. Most of such proceedings are covered by
liability insurance. All of such proceedings, taken together, are not expected
to have a material adverse effect on the Company's operating or financial
results.
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits - None.
(b) Reports on Form 8-K
One Form 8-K was filed during the current period, on May 14,
1996. Under Item 5 - Other Events, the Company reported that it
made available additional ownership and operational information
concerning the Company, Simon Property Group, L.P., and the
properties owned or managed as of March 31, 1996, in the form of
a Supplemental Information Package. A copy of the package was
included as an exhibit to the 8-K filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SIMON PROPERTY GROUP, INC.
Date: August 14, 1996 /s/ David Simon
---------------
David Simon
Chief Executive Officer and President
Date: August 14, 1996 /s/ Dennis Cavanagh
-------------------
Dennis Cavanagh
Principal Financial and
Accounting Officer
<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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 65,556
<SECURITIES> 0
<RECEIVABLES> 141,520<F1>
<ALLOWANCES> 0<F1>
<INVENTORY> 0
<CURRENT-ASSETS> 0<F2>
<PP&E> 2,353,574
<DEPRECIATION> 199,068
<TOTAL-ASSETS> 2,679,076
<CURRENT-LIABILITIES> 0<F2>
<BONDS> 2,178,539
0
99,923
<COMMON> 7
<OTHER-SE> 101,230
<TOTAL-LIABILITY-AND-EQUITY> 2,679,076<F3>
<SALES> 0
<TOTAL-REVENUES> 283,204
<CGS> 0
<TOTAL-COSTS> 159,080
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 79,134
<INCOME-PRETAX> 47,800
<INCOME-TAX> 47,800
<INCOME-CONTINUING> 47,800
<DISCONTINUED> 0
<EXTRAORDINARY> (265)
<CHANGES> 0
<NET-INCOME> 30,628
<EPS-PRIMARY> 0.45
<EPS-DILUTED> 0.45
<FN>
<F1>Receivables are stated net of allowances and also include accrued revenues.
<F2>The Company does not report using a classified balance sheet.
<F3>Includes limited partners' interest in SPG Operating Partnership of $68,525.
</FN>
</TABLE>
