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Previous: OFFITBANK INVESTMENT FUND INC, 497, 1996-11-21 |
Next: SYLVAN LEARNING SYSTEMS INC, 8-K, 1996-11-21 |
PAGE 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) :
November 21, 1996
SIMON DeBARTOLO GROUP, INC.
-----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 1-12618 35-1901999
--------------- ------------ ---------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
115 WEST WASHINGTON STREET
INDIANAPOLIS, INDIANA 46204
-----------------------------------------------------------------
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: 317.636.1600
Not Applicable
-----------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
Item 5. Other Events
On November 21, 1996 the Registrant made available additional ownership
and operation information concerning the Registrant, Simon DeBartolo Group,
L.P., Simon Property Group, L.P. and properties owned or managed as of
September 30, 1996, in the form of a Supplemental Information package, a copy
of which is included as an exhibit to this filing. The Supplemental
Information package is available upon request as specified therein.
Item 7. Financial Statements and Exhibits
Financial Statements:
None
Exhibits:
Page Number in
Exhibit No. Description This Filing
- ----------- ----------- -----------
99 Supplemental Information 4
as of September 30, 1996
<PAGE> 3
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.
Dated: November 21, 1996
SIMON DeBARTOLO GROUP, INC.
By: \s\ James M. Barkley
--------------------
James M. Barkley,
Secretary/General Counsel
<PAGE> 4
SUPPLEMENTAL INFORMATION
Table of Contents
As of September 30, 1996
Information Page
Overview 5
Ownership Structure 6-7
Reconciliation of Net Income to
Funds from Operations ("FFO") 8
Selected Financial Information 9-10
Portfolio GLA, Occupancy & Rent Data 11-13
Rent Information 14-16
Lease Expirations 17-22
Scheduled Debt Amortization and Maturities 23
Summary of Mortgage Indebtedness by Maturity 24-29
Summary of Variable Rate Debt and
Interest Rate Protection Agreements 30-31
New Development Activities 32-33
Renovation/Expansion Activities 34-35
Capital Expenditures 36
Gains on Sales of Peripheral Land 37
Teleconference Text - November 11, 1996 38-42
<PAGE> 5
SIMON DeBARTOLO GROUP
Overview
The Company
- -----------
Simon DeBartolo Group, Inc. (the "Company" or "SDG") (NYSE:SPG) was created as
a result of the merger (the "Merger") on August 9, 1996 of Simon Property
Group, Inc. ("SPG") and DeBartolo Realty Corporation ("DRC"). Under the terms
of the Merger, DRC shareholders received 0.68 share of SPG common stock for
each share of DRC common stock owned.
Through its majority owned subsidiaries, Simon DeBartolo Group, L.P. and Simon
Property Group, L.P. (the "Operating Partnerships"), the Company owns or has an
interest in 183 properties which consist of existing regional malls, community
shopping centers and specialty and mixed-use properties containing an aggregate
of 111 million square feet of gross leasable area in 33 states. The Company,
together with its affiliated management company, manages approximately 127
million square feet of gross leasable area in retail and mixed-use properties.
This package was prepared to provide (1) ownership information and (2)
certain operational and debt information as of September 30, 1996, for the
portfolios formerly owned by SPG and DRC individually (the "SPG Portfolio" and
the "DRC Portfolio") as well as on a combined basis for Simon DeBartolo Group.
Certain statements contained in this Supplemental Package may constitute
"forward-looking statements" made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Investors are cautioned that
forward-looking statements involve risks and uncertainties which may affect the
business and prospects of the Company and the Operating Partnerships, including
the risks and uncertainties discussed in other periodic filings made by the
Company and the Operating Partnerships with the Securities and Exchange
Commission.
We hope you find this Supplemental Package beneficial. Any questions, comments
or suggestions should be directed to: Shelly J. Doran, Director of Investor
Relations-Simon DeBartolo Group, P.O. Box 7033, Indianapolis, IN 46207 (317)
685-7330.
<PAGE> 6
SIMON DeBARTOLO GROUP
ECONOMIC OWNERSHIP STRUCTURE
As of September 30, 1996
SIMON DeBARTOLO GROUP, L.P. and SIMON PROPERTY GROUP, L.P. (the "Operating
Partnerships")
Total Common Shares and Units Outstanding = 157,009,027 (1)
Operational Assets:
-------------------
112 Regional Malls
65 Community Shopping Centers
6 Specialty and Mixed-Use Properties
Partners: %
--------- --
Simon DeBartolo Group, Inc.
Public Shareholders 59.3%
Simon Family 2.1%
DeBartolo Family 0.0%
Executive Management 0.1%
-----
61.5%
-----
Limited Partners
Simon Family 21.7%
DeBartolo Family 14.1%
Other Limited Partners 2.6%
Executive Management 0.1%
-----
38.5%
-----
100.0%
Simon DeBartolo Group, Inc. (the "Company")(3)
61.5% General Partner of Operating Partnerships
Common Shareholders Shares(2) %
------------------- --------- --
Public Shareholders 92,957,738 96.3%
Simon Family 3,315,101 3.5%
DeBartolo Family 32,585 0.0%
Executive Management 201,963 0.2%
---------- ------
96,507,387 100.0%
Limited Partners ("Limited Partners")
38.5% Limited Partners of Operating Partnerships
Unitholders Units %
----------- ----- --
Simon Family 34,101,932 56.4%
DeBartolo Family 22,207,888 36.7%
Executive Management 153,498 0.2%
Other Limited Partners 4,038,322 6.7%
---------- ------
60,501,640 100.0%
(1) Excludes 4 million shares of Series A issued on 10/27/95 and 8 million
shares of Series B issued on 9/27/96.
(2) Comprised of 93,303,387 registered shares and 3,204,000 unregistered shares
- Simon Family 3,200,000 Class B common and DeBartolo Family 4,000 Class C
common.
(3) General partner of Simon DeBartolo Group, L.P. and Simon Property Group,
L.P.
<PAGE> 7
SIMON DeBARTOLO GROUP
Changes in Common Stock and Unit Ownership
For the Period from December 31, 1995 through September 30, 1996
Operating
Partnership Company
Units Common Shares
Number Outstanding at December 31, 1995
(Simon Property Group) 37,282,628 58,360,195
March 22 Award of Restricted Stock
(Stock Incentive Program) - 200,030
Common Shares and Units Issued
in the Merger with DRC 23,219,012 37,873,965
Class C Common Shares Issued
in the Merger with DRC - 4,000
Third Quarter Issuance of Stock
to former DeBartolo Employees - 47,634
September 4 Issuance of Stock for
Director Stock Option Exercise - 5,000
Third Quarter Issuance of Stock for
Employee Stock Option Exercises - 16,563
Number Outstanding at September 30, 1996 60,501,640 96,507,387
Total Common Shares and Units Outstanding at September 30, 1996: 157,009,027
<PAGE> 8
SIMON DeBARTOLO GROUP
Reconciliation of Net Income to Funds From
Operations ("FFO") (1)
As of September 30, 1996
(In thousands, except per share data)
Nine Months Ended
September 30,
The Operating Partnerships 1996 1995
- -------------------------- ---- ----
Income of the Operating
Partnerships before
Extraordinary Items $76,639 $72,681
Plus: Depreciation and
Amortization from Consolidated
Properties 88,507 64,853
Less: Minority Interest Portion
of Depreciation, Amortization
and Extraordinary Items (2,252) (2,239)
Plus: SDG's Share of
Depreciation and Amortization
from Unconsolidate Affiliates 9,725 4,342
Plus: Merger Integration Costs 7,236 -
Less: Preferred Dividends (6,286) -
Less: Gain on Sale of Assets (88) (2,350)
-------- --------
Funds from Operations of the
Operating Partnerships $173,481 $137,287
======== ========
Percent Increase 26.4%
Weighted Average Common Shares
and Units Outstanding 107,607 91,663
FFO per Share/Unit $1.61 $1.50
Percent Increase 7.3%
Simon DeBartolo Group, Inc.
- ---------------------------
FFO Allocable to SDG, Inc. $106,223 $81,435
Percent Increase 30.4%
Weighted Average Common Shares
Outstanding 65,833 54,321
FFO per Share $1.61 $1.50
Percent Increase 7.3%
Distributions per Common
Share/Unit $1.1365 (2) $1.4775
(1) FFO amounts were calculated in accordance with the National Association of
Real Estate Investment Trust's revised definition of FFO. Please see
detailed discussion of FFO in the Company's September 30, 1996, Form 10-Q/A
(Amendment No. 1).
(2) Includes $0.1515 special distribution paid in connection with the Merger
of SPG and DRC, resulting in change in distribution payment cycle. The
regular quarterly distribution remains at $0.4925 per share/unit. The
distribution for the 3rd quarter was declared on October 10, 1996, payable
on November 22, 1996.
<PAGE> 9
SIMON DeBARTOLO GROUP
Selected Financial Information
As of September 30, 1996
(In thousands, except as noted)
Nine Months Ended
September 30, %
1996 1995 Change
------ ------ -------
Financial Highlights(1)
- --------------------------
Total Revenues - Consolidated $485,640 $398,297 21.9%
Properties
Total EBITDA of Portfolio Properties $390,156 $315,276 23.8%
EBITDA After Minority Interest $313,201 $258,185 21.3%
Net Income Available to Common $ 41,350 $ 41,368 0.0%
Shareholders
Net Income Available to Common $ 0.63 $ 0.76 -17.1%
Shareholders per Share
Funds from Operations of the Operating $173,481 $137,287 26.4%
Partnerships
Funds from Operations Allocable to $106,223 $ 81,435 30.4%
Simon DeBartolo Group, Inc.
Funds from Operations per Common Share $ 1.61 $ 1.50 7.3%
Common Stock Distributions Declared, $ 1.1365 (2) $ 1.4775 -
per Common share
Operational Statistics (3)
- -----------------------------
Occupancy at End of Period:
Regional Malls (4) 84.3% (8) 84.3% -
Community Shopping Centers (5) 92.1% 94.0% -1.9%
Average Base Rent per Square Foot:
Regional Malls (4) $ 20.18 $ 19.08 5.8%
Community Shopping Centers (5) $ 7.49 $ 7.26 3.2%
Total Tenant Sales Volume, in millions (6)
Regional Malls (7) $ 4,313 $ 4,005 7.7%
Community Shopping Centers (5) $ 1,018 $ 1,100 -7.5%
Number of Properties
Open at End of Period 183 182 0.5%
(1) Not adjusted to give effect to the Merger of SPG and DRC prior to the
Merger completion date of August 9, 1996.
(2) Includes $0.1515 special distribution paid in connection with the Merger
of SPG and DRC, resulting in change in distribution payment cycle.
Quarterly distribution remains at $0.4925 per share/unit. The distribution
for the 3rd quarter was declared on October 10, 1996, payable on November
22, 1996.
(3) Based upon the business and properties of SPG and DRC on a combined basis
to give effect to the Merger for all periods reported.
(4) Includes mall and freestanding stores.
(5) Includes all Owned GLA.
(6) Represents only those tenants who report sales.
(7) Based upon the new standard definition of sales for regional malls
adopted by the International Council of Shopping Centers which includes
only mall and freestanding stores.
(8) The Company is actively de-leasing four centers: two in anticipation of
de-malling them for another purpose and two in anticipation of major
renovations and expansions. The regional mall portfolio occupancy
excluding these centers is 84.9%.
<PAGE> 10
SIMON DeBARTOLO GROUP
Selected Financial Information
As of September 30, 1996
(In thousands, except as noted)
September 30, September 30,
Equity Information and Statistics (1) 1996 1995
- ------------------------------------------ ---- ----
- -
Units Outstanding at End of Period 60,502 37,404
Common Shares Outstanding at End of Period 96,507 58,239
------------ ------------
Total Common Shares and Units Outstanding
at End of Period 157,009 95,643
============ ============
Weighted Average Units Outstanding 41,774 37,342
Weighted Average Common Shares Outstanding 65,833 54,321
------------ ------------
Weighted Average Common Shares and Units
Outstanding 107,607 91,663
============ ============
Common Stock Price at End of Period $ 25.500 $ 25.375
Equity(2) $4,303,730 $2,426,937
Total Capitalization - Consolidated Debt $7,858,853 $4,407,696
Only
Debt-to-Market Capitalization -
Consolidated Only 45.2% 44.9%
Total Capitalization - Including SDG Share
of JV Debt (millions) $8,290,034 $4,575,340
Debt-to-Market Capitalization - Including
SDG Share of JV Debt 48.1% 47.0%
September 30, December 31,
Selected Balance Sheet Information 1996 1995(1)
- ---------------------------------- ---------- ----------
Total Assets $5,798,196 $2,556,436
Consolidated Debt $3,555,123 $1,980,759
Joint Venture Debt $1,071,932 $ 410,652
SDG Share of Joint Venture Debt $ 431,181 $ 167,644
(1) Not adjusted to give effect to the Merger of SPG and DRC prior to the
Merger completion date of August 9, 1996.
(2) Market value of Common Stock and Units plus book value of Preferred Stock.
<PAGE> 11
SIMON DeBARTOLO GROUP
Portfolio GLA, Occupancy & Rent Data
As of September 30, 1996
Avg. Annualzd
% Ownd Base Rnt Per
Total % of GLA Whch Lsd Sq.Ft.
Type of Prprty GLA-Sq. Ft. Ownd GLA Ownd GLA is Leasd of Ownd GLA
- -------------- ----------- -------- -------- -------- -----------
Regional Malls
- --------------
- -Anchor 59,947,841 20,026,836 30.5% 97.1% $3.18
- -Mall Store 32,706,974 32,688,552 49.8% 84.2% 20.45
- -Freestanding 1,450,241 621,059 0.9% 89.6% 6.57
---------- ---------- ----- ----- ------
Subtotal 34,157,215 33,309,611 50.7% 84.3% $20.18
Reg Mall Total 94,105,056 53,336,447 81.2% 89.1% $13.14
Community Shopping Centers
- --------------------------
- -Anchor 10,444,738 6,351,819 9.7% 93.8% $6.15
- -Mall Store 3,823,877 3,742,787 5.7% 88.6% 9.97
- -Freestanding 803,717 308,078 0.4% 98.6% 6.87
---------- ---------- ----- ----- ------
Cmty Ctr Total 15,072,332 10,402,684 15.8% 92.1% $7.49
Mixed-Use Properties
- --------------------
- -Office Portion 1,946,896 1,946,896 3.0% 94.3% $19.24
GRAND TOTAL 111,124,284 65,686,027 100.0% 89.7% $12.42
=========== ========== ====== ===== ======
Occupancy History
-----------------------------------------------------------------------
Community
As of Regional Malls(1) Shopping Centers(2)
--------- ------------------------------------------------------
9/30/96 84.3%(3) 92.1%
9/30/95(4) 84.3% 94.0%
12/31/95(4) 85.5% 93.6%
12/31/94(4) 85.6% 93.9%
12/31/93(4) 85.9% (5)
12/31/92(4) 85.9% (5)
(1) Includes mall and freestanding stores.
(2) Includes all Owned GLA.
(3) The Company is actively de-leasing two centers, Charles Towne Square and
Southtown Mall, in anticipation of demalling these properties. We are also
de-leasing two centers in preparation for expansion projects. Regional mall
portfolio occupancy excluding these four centers is 84.9%, as compared to
the reported 84.3%.
(4) On a pro forma combined basis.
(5) Information not available as community shopping center statistics for the
DRC Portfolio were not historically calculated.
<PAGE> 12
SPG PORTFOLIO
GLA, Occupancy & Rent Data
As of September 30, 1996
Avg. Annualzd
% Ownd Base Rnt Per
Total % of GLA Whch Lsd Sq.Ft.
Type of Prprty GLA-Sq. Ft. Ownd GLA Ownd GLA is Leasd of Ownd GLA
- -------------- ----------- -------- -------- -------- -----------
Regional Malls
- --------------
- -Anchor 31,224,694 9,738,422 25.9% 97.3% $3.00
- -Mall Store 17,719,736 17,719,736 47.1% 85.3% 20.07
- -Freestanding 1,114,825 447,938 1.2% 96.2% 6.21
---------- ---------- ----- ----- ------
Subtotal 18,834,561 18,167,674 48.3% 85.6% $19.68
Reg Mall Total 50,059,255 27,906,096 74.2% 89.7% $13.22
Community Shopping Centers
- --------------------------
- -Anchor 8,035,301 5,008,908 13.3% 95.1% $6.19
- -Mall Store 3,028,895 2,947,805 7.8% 89.0% 9.94
- -Freestanding 777,818 296,759 0.8% 100.0% 6.87
---------- ---------- ----- ----- ------
Cmty Ctr Total 11,842,014 8,253,472 21.9% 93.1% $7.49
Mixed-Use Properties
- --------------------
- -Office Portion 1,458,838 1,458,838 3.9% 93.5% $20.58
---------- ---------- ----- ----- ------
GRAND TOTAL 63,360,107 37,618,406 100.0% 90.6% $12.22
========== ========== ====== ===== ======
Occupancy History
-----------------------------------------------------------------------
Community
As of Regional Malls(1) Shopping Centers(2)
--------- -----------------------------------------------------
9/30/96 85.6%(3) 93.1%
9/30/95 85.2% 94.8%
12/31/95 86.4% 95.1%
12/31/94 86.2% 94.6%
12/31/93 85.6% 89.3%
12/31/92 84.6% 89.3%
(1) Includes mall and freestanding stores.
(2) Includes all Owned GLA.
(3) The Company is actively de-leasing two centers, Charles Towne Square
and Southtown Mall, in anticipation of demalling these properties.
Regional mall portfolio occupancy excluding these centers is 86.9%, as
compared to the reported 85.6%.
<PAGE> 13
DRC PORTFOLIO
GLA, Occupancy & Rent Data
As of September 30, 1996
Avg. Annualzd
% Ownd Base Rnt Per
Total % of GLA Whch Lsd Sq.Ft.
Type of Prprty GLA-Sq. Ft. Ownd GLA Ownd GLA is Leasd of Ownd GLA
- -------------- ----------- -------- -------- -------- -----------
Regional Malls
- --------------
- -Anchor 28,723,147 10,288,414 36.7% 96.8% $3.35
- -Mall Store 14,987,238 14,968,816 53.3% 82.9% 20.90
- -Freestanding 335,416 173,121 .6% 72.8% 7.80
---------- ---------- ----- ----- ------
Subtotal 15,322,654 15,141,937 53.9% 82.8% $20.77
---------- ---------- ----- ----- ------
Reg Mall Total 44,045,801 25,430,351 90.6% 88.4% $13.05
Community Shopping Centers
- --------------------------
- -Anchor 2,409,437 1,342,911 4.8% 88.9% $6.00
- -Mall Store 794,982 794,982 2.9% 86.8% 10.08
- -Freestanding 25,899 11,319 0.0% 0.0% N/A
---------- ---------- ----- ----- ------
Cmty Ctr Total 3,230,318 2,149,212 7.7% 88.0% $7.46
Mixed-Use Properties
- --------------------
- -Office Portion 488,058 488,058 1.7% 96.7% $15.40
---------- ---------- ----- ----- ------
GRAND TOTAL 47,764,177 28,067,621 100.0% 88.5% $12.66
========== ========== ====== ===== ======
Occupancy History
-----------------------------------------------------------------------
Community
As of Regional Malls(1) Shopping Centers(2)
-------- ---------------------------------------------------
9/30/96 82.8% 88.0%
9/30/95 83.3% 90.9%
12/31/95 84.4% 87.6%
12/31/94 85.0% 91.1%
12/31/93 86.2% (3)
12/31/92 87.2% (3)
(1) Includes mall and freestanding stores.
(2) Includes all Owned GLA.
(3) Information not available as community shopping center statistics were
not historically calculated.
<PAGE> 14
SIMON DeBARTOLO GROUP
Rent Information
As of September 30, 1996
Average Base Rent
Mall & Freestanding
Stores at
% Community %
As of Regional Malls Change Shopping Ctrs Change
- ------ -------------- ------ ------------- ------
9/30/96 $20.18 5.8% $7.49 3.2%
9/30/95(1) 19.08 - 7.26 -
12/31/95(1) 19.18 4.4 7.29 2.2
12/31/94(1) 18.37 3.8 7.12 N/A
12/31/93(1) 17.70 5.0 N/A N/A
12/31/92(1) 16.85 N/A N/A N/A
Rental Rates
Base Rent
---------
Store Store
Openings Closings
During During Amount of Change
Year Period Period Dollar Percentage
------ ------ ------ ----------
Regional Malls:
- ---------------
1996 (YTD)(1)$22.96 $18.13 $4.83 26.6%
Community Shopping Centers:
- ---------------------------
1996 (YTD)(1)$8.69 $6.91 $1.78 25.8%
NOTE: Combined opening and closing data is not available for prior years due
to differing methodologies of calculation.
(1) On a pro forma combined basis
<PAGE> 15
SPG PORTFOLIO
Rent Information
As of September 30, 1996
Average Base Rent
Mall & Freestanding
Stores at % Community %
As of Regional Malls Change Shopping Ctrs Change
- ----- -------------- ------ ------------- ------
9/30/96 $19.68 6.3% $7.49 3.3%
9/30/95 18.51 - 7.25 -
12/31/95 18.68 7.2 7.27 2.5
12/31/94 17.43 3.1 7.09 3.1
12/31/93 16.91 4.8 6.88 1.5
12/31/92 16.14 7.9 6.78 8.1
Rental Rates
Base Rent (1)
------------
Store Store
Openings Closings
During During Amount of Change
Year Period Period Dollar Percentage
- ---- ------ ------ ------ ----------
Regional Malls:
1996 (YTD) $22.30 $16.90 $5.40 32.0%
1995 21.92 16.54 5.38 32.5
1994 18.67 13.35 5.32 39.9
1993 21.45 15.18 6.27 41.3
1992 20.09 14.21 5.88 41.4
Community Shopping Centers:
- ---------------------------
1996 (YTD) $8.58 $6.74 $1.84 27.3%
1995 10.00 8.78 1.22 13.9
1994 10.43 11.33 (0.90) (7.9)
1993 11.66 9.59 2.07 21.6
1992 9.40 9.08 0.32 3.5
(1)Represents the average base rent in effect during the period for those
tenants who signed leases as compared to the average base rent in effect during
the period for those tenants whose leases terminated or expired.
<PAGE> 16
DRC PORTFOLIO
Rent Information
As of September 30, 1996
Average Base Rent
Mall & Freestanding
Stores at % Community %
As of Regional Malls Change Shopping Ctrs Change
- ------ -------------- ------ ------------- -------
9/30/96 $20.77 5.5% $7.46 2.3%
9/30/95 19.69 - 7.29 -
12/31/95 19.78 2.0 7.34 1.2
12/31/94 19.39 4.6 7.25 N/A
12/31/93 18.49 5.1 N/A N/A
12/31/92 17.54 6.5 N/A N/A
Rental Rates
Base Rent(1)
--------------
Store Store
Openings Closings
During During Amount of Change
Year Period Period Dollar Percentage
- ---- ------ ------ ------ ----------
Regional Malls:
- ---------------
1996 (YTD) $23.88 $19.62 $4.26 21.7%
1995 25.10 20.46 4.64 22.7
1994 23.01 18.69 4.32 23.1
1993 23.06 17.08 5.98 35.0
1992 21.03 15.86 5.17 32.6
Community Shopping Centers:
- ---------------------------
1996 (YTD) $8.90 $7.58 $1.32 17.4%
1995 10.94 10.45 0.49 4.7
1994 8.09 8.17 (0.08) -1.0
1993 5.62 5.97 (0.35) -5.9
1992 9.61 9.40 0.21 2.2
(1) For periods prior to 1996, represents average rent for new leases versus
rent for prior tenants in same units, regardless of when prior leases
terminated. 1996 methodology was modified to conform with the Simon
Property method.
<PAGE> 17 & 18
SIMON DeBARTOLO GROUP
Lease Expirations(1)
As of September 30, 1996
Number of Square Avg. Base Rent
Year Leases Feet per Square Foot
Expiring at 9/30/96
Regional Malls -
Mall
& Freestanding
Stores
- -------------------
1996 (10/1 -12/31) 138 231,099 $22.33
1997 1,098 2,368,721 19.56
1998 1,126 2,053,785 22.54
1999 1,019 2,264,340 21.55
2000 1,015 2,313,576 22.26
2001 947 2,379,757 20.46
2002 657 2,053,229 19.74
2003 697 1,966,026 22.26
2004 670 2,149,484 21.55
2005 638 2,265,477 20.00
2006 769 2,379,927 22.76
----- ----------
TOTALS 8,774 22,425,421 $21.28
Regional Malls -
Anchor Tenants
- -------------------
1996 (10/1 - 12/31) 1 89,630 $2.69
1997 7 840,100 1.44
1998 14 2,256,496 1.66
1999 12 1,620,140 1.74
2000 11 1,748,754 1.96
2001 14 1,756,072 2.22
2002 4 480,856 1.93
2003 5 478,440 3.90
2004 13 1,130,439 4.38
2005 10 1,213,825 2.78
2006 12 1,392,365 3.52
--- ----------
TOTALS 103 13,007,117 $2.42
Community Centers - Mall
Stores & Freestanding
Stores
- ------------------------
1996 (10/1 - 12/31) 8 19,440 $9.38
1997 130 356,403 10.60
1998 167 483,598 10.65
1999 156 509,682 10.41
2000 140 593,069 9.09
2001 98 331,054 10.87
2002 43 242,216 9.06
2003 22 170,212 9.00
2004 22 134,600 11.18
2005 29 248,208 8.28
2006 15 130,570 9.16
--- ---------
TOTALS 830 3,219,052 $9.92
Community Centers -
Anchor Tenants
- -------------------
1996 (10/1 - 12/31) 3 61,256 $6.20
1997 9 315,933 5.20
1998 2 63,195 5.48
1999 9 322,041 4.35
2000 4 127,022 6.14
2001 11 478,603 3.42
2002 5 199,760 6.81
2003 7 248,553 6.58
2004 7 168,853 6.04
2005 9 556,945 5.71
2006 10 592,910 5.85
-- ---------
TOTALS 76 3,135,071 $5.39
(1) Does not consider the impact of options that may be contained in leases.
<PAGE> 19 & 20
SPG PORTFOLIO
Lease Expirations(1)
As of September 30, 1996
Number of Square Avg. Base Rent
Year Leases Feet per Square Foot
Expiring at 9/30/96
Regional Malls -
Mall
& Freestanding
Stores
- -------------------
1996 (10/1 - 12/31) 38 95,333 $13.97
1997 642 1,474,180 17.87
1998 610 975,254 21.60
1999 575 1,322,872 20.61
2000 527 1,168,566 22.06
2001 531 1,398,563 18.86
2002 347 1,118,526 19.50
2003 331 957,765 21.23
2004 369 1,111,674 21.46
2005 328 1,194,649 19.23
2006 510 1,577,703 22.36
----- ----------
TOTALS 4,808 12,395,085 $20.40
Regional Malls -
Anchor Tenants
- -------------------
1996 (10/1 - 12/31) 1 89,630 $2.68
1997 5 486,080 1.39
1998 6 871,029 1.68
1999 8 1,082,410 1.72
2000 6 723,869 2.56
2001 8 924,778 2.08
2002 3 328,496 2.01
2003 3 255,227 3.54
2004 9 715,572 4.54
2005 6 687,033 2.29
2006 7 776,180 3.49
-- ---------
TOTALS 62 6,940,304 $2.46
Community Centers - Mall
Stores & Freestanding
Stores
- ------------------------
1996 (10/1 - 12/31) 3 9,118 $6.50
1997 97 250,775 10.40
1998 129 359,137 11.06
1999 126 403,101 10.78
2000 115 501,238 9.02
2001 82 275,969 10.92
2002 34 176,743 8.99
2003 17 138,811 8.36
2004 20 121,352 11.13
2005 23 210,946 7.67
2006 11 113,679 9.00
--- ---------
TOTALS 657 2,560,869 $9.87
Community Centers -
Anchor Tenants
1996 (10/1 - 12/31) 3 61,256 $6.20
1997 8 257,050 5.40
1998 2 63,195 5.48
1999 6 246,344 4.26
2000 4 127,022 6.14
2001 10 397,756 3.73
2002 4 173,520 6.25
2003 7 248,553 6.57
2004 6 150,943 5.80
2005 6 423,406 6.96
2006 8 485,050 6.09
-- ---------
TOTALS 66 2,634,095 $5.69
(1) Does not consider the impact of options that may be contained in leases.
<PAGE> 21
DRC PORTFOLIO
Lease Expirations(1)
As of September 30, 1996
Number of Square Avg. Base Rent
Year Leases Feet per Square Foot
Expiring at 9/30/96
Regional Malls -
Mall
& Freestanding
Stores
- -------------------
1996 (10/1 - 12/31) 100 135,766 $28.28
1997 456 894,541 22.14
1998 516 1,078,531 23.37
1999 444 941,468 22.79
2000 488 1,145,010 22.46
2001 416 981,194 22.90
2002 310 934,703 20.01
2003 366 1,008,261 23.25
2004 301 1,037,810 21.64
2005 310 1,070,828 20.86
2006 259 802,224 23.54
----- ----------
TOTALS 3,966 10,030,336 $22.36
Regional Malls -
Anchor Tenants
- -------------------
1996 (10/1 - 12/31) 0 0 $0.00
1997 2 354,020 1.50
1998 8 1,385,467 1.65
1999 4 537,730 1.79
2000 5 1,024,885 1.53
2001 6 831,294 2.39
2002 1 152,360 1.75
2003 2 223,213 4.31
2004 4 414,867 4.09
2005 4 526,792 3.41
2006 5 616,185 3.55
-- ---------
TOTALS 41 6,066,813 $2.36
Community Centers - Mall
Stores & Freestanding
Stores
- ------------------------
1996 (10/1 - 12/31) 5 10,322 $11.91
1997 33 105,628 11.08
1998 38 124,461 9.50
1999 30 106,581 8.98
2000 25 91,831 9.52
2001 16 55,085 10.52
2002 9 65,473 9.23
2003 5 31,401 11.81
2004 2 13,248 11.61
2005 6 37,262 12.55
2006 4 16,891 10.19
--- -------
TOTALS 173 658,183 $10.08
<PAGE> 22
Community Centers -
Anchor Tenants
- ------------------------
1996 (10/1 - 12/31) 0 0 $0.00
1997 1 58,883 4.29
1998 0 0 0.00
1999 3 75,697 4.64
2000 0 0 0.00
2001 1 80,847 2.09
2002 1 26,240 9.49
2003 0 0 0.00
2004 1 17,910 8.00
2005 1 133,539 1.71
2006 2 107,860 4.75
-- -------
TOTALS 10 500,976 $3.81
(1) Does not consider the impact of options that may be contained in leases.
<PAGE> 23
SIMON DeBARTOLO GROUP
Scheduled Debt Amortization and
Maturities
As of September 30, 1996
(In thousands)
Scheduled Scheduled
Year Amortization Maturities Total
---- ------------ ---------- -----
Consolidated
Properties
1996 3,557 128,679 (1) 132,236
1997 20,384 92,000 112,384
1998 19,404 285,879 305,283
1999 22,614 261,828 284,442
2000 26,303 332,949 359,252
2001 23,223 636,707 659,930
2002 18,176 433,945 452,121
2003 12,721 322,650 335,371
2004 8,951 160,654 169,605
2005 8,360 35,913 44,273
Thereafter 0 365,376 365,376
-------- ---------- ----------
$163,693 $3,056,580 $3,220,273
Corporate
Credit Facility
1999 0 323,000 323,000
Adjustment of Former
DRC Indebtedness to
Fair Mkt Value & Other, 0 11,850 11,850
Net
-------- ---------- ----------
Total Consolidated Debt $163,693 $3,391,430 $3,555,123
======== ========== ==========
Joint Ventures
1996 984 3,463 4,447
1997 2,184 9,719 11,903
1998 2,434 175,000 177,434
1999 2,651 200,088 202,739
2000 2,357 98,729 101,086
2001 4,651 48,412 53,063
2002 3,789 47,324 51,113
2003 2,778 172,401 175,179
2004 2,986 0 2,986
2005 262 160,471 160,733
Thereafter 0 131,249 131,249
------- ---------- ----------
Total Joint Venture Debt $25,076 $1,046,856 $1,071,932
======= ========== ==========
(1) Includes $65,600 that was retired in October, 1996.
<PAGE> 24-29
<TABLE>
SIMON DEBARTOLO GROUP
Summary of Mortgage Indebtedness By Maturity
As of September 30, 1996
(In thousands)
<CAPTION>
Weighted
Principal SDG & DRC's Average
Property Maturity Interest Balance Combined Share Interest Rate
Name Date Rate 9/30/96 of Loan by Year
Balance
<S> <C> <C> <C> <C> <C>
Consolidated Properties
Fixed Rate Debt:
Castleton Square 11/01/96 8.34% 65,600(1) 65,600(1)
Subtotal 1996 65,600 65,600 8.34%
Subtotal 1997 0 0
White Oaks Mall 03/01/98 7.70% 16,500 9,061
Ross Park Mall 08/15/98 6.14% 60,000 60,000
Subtotal 1998 76,500 69,061 6.48%
Great Lakes Mall 03/01/99 7.07% 8,745 8,745
West Ridge Mall 06/01/99 8.00% 50,178 50,178
Ingram Park Mall 11/01/99 9.63% 7,000 7,000
Ingram Park Mall 12/01/99 8.10% 49,289 49,289
Barton Creek Square 12/30/99 8.10% 63,785 63,785
La Plaza Mall 12/30/99 8.25% 50,693 50,693
Subtotal 1999 229,690 229,690 8.12%
Windsor Park Mall 06/01/00 8.00% 6,030 6,030
Trolley Square 07/23/00 5.81% 19,000 17,100
Bloomingdale Court 12/01/00 8.75% 29,009 29,009
Forest Plaza 12/01/00 8.75% 17,354 17,354
Fox River Plaza 12/01/00 8.75% 12,654 12,654
Lake View Plaza 12/01/00 8.75% 22,169 22,169
Lincoln Crossing 12/01/00 8.75% 997 997
Matteson Plaza 12/01/00 8.75% 11,159 11,159
Regency Plaza 12/01/00 8.75% 1,878 1,878
St. Charles Towne Pl 12/01/00 8.75% 30,887 30,887
West Ridge Plaza 12/01/00 8.75% 4,612 4,612
White Oaks Plaza 12/01/00 8.75% 12,345 12,345
Subtotal 2000 168,094 166,194 8.39%
Biltmore Square 01/01/01 7.15% 28,470 28,470
Chesapeake Square 01/01/01 7.28% 52,365 52,365
Port Charlotte 01/01/01 7.28% 46,664 46,664
Great Lakes Mall 03/01/01 6.74% 54,312 54,312
Securitized Debt Fin (2) 03/01/01 8.12% 366,578 366,578
Subtotal 2001 548,389 548,389 7.78%
Gulf View Square 01/01/02 9.92% 38,600 38,600
Paddock Mall 01/01/02 9.92% 30,700 30,700
Columbia Shopping Ct 03/01/02 7.62% 43,488 43,488
Lima Mall 03/01/02 7.12% 19,470 19,470
Northgate Shopping Ctr 03/01/02 7.62% 81,207 81,207
Tacoma Mall 03/02/02 7.62% 95,013 95,013
Crossroads Mall 07/31/02 7.75% 41,440 41,440
North Riverside Park 09/01/02 9.38% 4,139 4,139
North Riverside Park 09/01/02 10.00% 3,686 3,686
Hutchinson Mall 10/01/02 8.44% 11,523 11,523
Markland Mall 12/15/02 6.75% 10,000 10,000
Muncie Mall 12/15/02 6.75% 24,000 24,000
Subtotal 2002 403,266 403,266 7.99%
Battlefield Mall 06/01/03 7.50% 51,040 51,040
South Park Mall 06/15/03 7.25% 24,748 24,748
Anderson Mall 12/15/03 6.74% 19,000 19,000
Forest Mall 12/15/03 6.74% 12,800 12,800
Forest Village Park 12/15/03 6.16% 20,600 20,600
Golden Ring Mall 12/15/03 6.74% 29,750 29,750
Longview Mall 12/15/03 6.16% 22,100 22,100
Midland Park Mall 12/15/03 6.31% 22,500 22,500
Miller Hill Mall 12/15/03 6.74% 34,500 34,500
North Towne Square 12/15/03 6.31% 23,500 23,500
Towne West Square 12/15/03 6.16% 40,250 40,250
Miami International 12/21/03 6.91% 47,500 28,500
Subtotal 2003 348,288 329,288 6.72%
Cielo Vista Mall 07/01/04 8.13% 2,323 2,323
College Mall 07/01/04 7.00% 43,601 43,601
Greenwood Park Mall 07/01/04 7.00% 36,517 36,517
Tippecanoe Mall 07/01/04 8.45% 47,762 47,762
Towne East Square 07/01/04 7.00% 57,645 57,645
Subtotal 2004 187,848 187,848 7.38%
Melbourne Square 02/01/05 7.42% 40,312 40,312
Subtotal 2005 40,312 40,312 7.42%
Treasure Coast Sq 01/01/06 7.42% 54,745 54,745
Subtotal 2006 54,745 54,705 7.42%
Cielo Vista Mall 05/01/07 9.25% 56,477 56,477
Irving Mall 05/01/07 9.25% 43,489 43,489
McCain Mall 05/01/07 9.25% 26,374 26,374
Valle Vista Mall 05/01/07 9.25% 34,929 34,929
University Park Mall 10/01/07 7.43% 59,500 35,700
Subtotal 2007 220,769 196,969 8.76%
Subtotal 2008-2010 0 0
Randall Park 01/01/11 9.25% 34,556 34,556
Subtotal 2011 34,566 34,566 9.25%
Windsor Park Mall 05/01/12 8.00% 8,982 8,982
Subtotal 2012 8,982 8,982 8.00%
O'Hare International 12/31/13 7.50% 27,500 27,500
Subtotal 2013 27,500 27,500 7.50%
Subtotal 2014 0 0
Terrace @ Florida Mall 05/15/15 8.44% 4,687 4,687
Chesapeake Center 05/15/15 8.44% 6,563 6,563
Grove @ Lakeland Sq 05/15/15 8.44% 3,750 3,750
Subtotal 2015 15,000 15,000 8.44%
Subtotal 2016-2025 0 0
Sunland Park Mall 01/01/26 8.63% 40,251 40,251
Subtotal 2026 40,251 40,251 8.63%
Total Consolidated Fixed 2,469,789 2,417,651 7.79%
Rate Debt
Variable Rate Debt:
Lincolnwood Town Ctr 12/27/96 6.06% 63,079 63,079
Subtotal 1996 63,079 63,079 6.06%
Boynton Beach Mall 7/11/97 6.69% 62,000 62,000
Eastland Mall 11/01/97 6.65% 30,000 30,000
Subtotal 1997 92,000 92,000 6.68%
East Towne Mall 09/29/98 6.61% 55,000 55,000
Eastgate Consumer 12/31/98 6.50% 25,429 25,429
Riverway 12/31/98 6.38% 85,571 85,571
Riverway 12/31/98 6.38% 45,879 45,879
Subtotal 1998 211,879 211,879 6.45%
Cottonwood Mall (3) 02/01/99 7.48% 55,645 55,645
Subtotal 1999 55,645 55,645 7.48%
Jefferson Valley Mall 01/12/00 6.05% 50,000 50,000
The Forum Shops 02/23/00 6.50% 100,000 59,525
The Forum Shops 02/23/00 7.30% 7,941 4,368
Trolley Square 07/23/00 6.94% 4,641 4,177
Trolley Square 07/23/00 6.94% 3,500 3,150
Subtotal 2000 166,082 121,219 6.42%
Crystal River 01/01/01 5.75% 16,000 16,000
Securitized Debt Fin (2) 03/01/01 5.31% 87,200 87,200
Subtotal 2001 103,200 103,200 5.38%
Mall of the Mainland 03/02 5.75% 40,706 40,706
Highland Lakes Plaza 03/01/02 5.75% 14,377 14,377
Mainland Crossing 03/02/02 5.75% 2,226 2,226
Mainland Peripheral 03/02/02 5.75% 1,290 1,290
Subtotal 2002 58,599 58,599 5.75%
Total Consolidated 750,484 705,621 6.31%
Variable Rate Debt
Total Consolidated 3,220,273 3,123,273 7.45%
Properties
Joint Venture Properties:
Fixed Rate Debt:
Subtotal 1996 0 0
Aventura Mall 05/01/97 7.00% 2,500 833
Century III Mall 12/01/97 7.00% 663 332
Subtotal 1997 3,163 1,165 7.00%
Subtotal 1998-1999 0 0
Northfield Square 04/01/00 9.52% 24,653 24,653
North East Mall 09/01/00 10.00% 22,498 11,249
Coral Square 12/01/00 7.40% 53,300 26,650
Subtotal 2000 100,451 62,552 8.50%
Subtotal 2001 0 0
Palm Beach Mall 12/01/02 8.21% 52,374 26,187
Subtotal 2002 52,374 26,187 8.21%
The Avenues 05/15/03 8.36% 59,210 14,802
Century III Mall 06/03 6.78% 66,000 33,000
Lakeland Square 12/15/03 7.26% 53,300 26,650
Subtotal 2003 178,510 74,452 7.45%
Subtotal 2004 0 0
Cobblestone Court 11/30/05 7.22% 6,180 2,163
Crystal Court 11/30/05 7.22% 3,570 1,249
Fairfax Court 11/30/05 7.22% 10,320 2,709
Gaitway Plaza 11/30/05 7.22% 7,350 1,715
Ridgewood Court 11/30/05 7.22% 7,980 2,793
Royal Eagle Plaza 11/30/05 7.22% 7,920 2,772
The Plaza at Buckland 11/30/05 7.22% 17,680 4,641
The Yards Plaza 11/30/05 7.22% 8,270 2,895
Village Park Plaza 11/30/05 7.22% 8,960 3,136
West Town Corners 11/30/05 7.22% 10,330 2,411
Westland Park Plaza 11/30/05 7.22% 4,950 1,155
Willow Knolls Court 11/30/05 7.22% 6,490 2,272
Seminole Towne Center 12/27/05 6.88% 70,500 31,725
Subtotal 2005 170,500 61,636 7.08%
Great Northeast Plaza 06/01/06 9.04% 17,970 8,985
Smith Haven Mall 06/17/06 7.86% 115,000 28,750
Subtotal 2006 132,970 37,735 8.02%
Subtotal 2007-2016 0 0
Total Joint Venture 637,968 263,727 7.69%
Fixed Rate Debt
Variable Rate Debt:
Aventura Mall 10/96 8.25% 3,463 1,153
Subtotal 1996 3,463 1,153 8.25%
Aventura Mall 01/01/97 9.50% 7,000 2,333
Subtotal 1997 7,000 2,333 9.50%
Aventura Mall 08/01/98 6.43% 100,000 33,333
Florida Mall 12/01/98 5.72% 75,000 37,500
Subtotal 1998 175,000 70,833 6.13%
Stratosphere (4) 03/13/99 7.50% 14,291 7,146
Indian River Mall 04/99 7.29% 15,893 7,947
Ontario Mills (4) 05/07/99 8.25% 49,481 12,370
Lakeline Mall 05/16/99 5.88% 67,321 33,661
Circle Centre (4) 08/29/99 7.22% 53,102 7,806
Subtotal 1999 200,088 68,929 7.05%
Subtotal 2000 0 0
The Source 07/16/01 7.14% 48,412 24,206
Subtotal 2001 48,412 24,206 7.14%
Total Joint Venture 433,964 167,454 6.74%
Variable Rate Debt
Total Joint Venture 1,071,932 431,181 7.31%
Properties
Total Mortgage Debt 4,292,205 3,554,454 7.41%
Corporate Credit Facility
Variable Rate Debt:
SPG, LP 09/27/99 6.71% 323,000 323,000
Subtotal 1999 323,000 323,000 6.71%
Corporate Credit 323,000 323,000 6.71%
Facility
(1) Paid in full, October 1996.
(2) Secured by 11 DRC Portfolio centers.
(3) Option exists to extend maturity one year.
(4) Two one-year options exist to extend maturity.
</TABLE>
<TABLE>
Principal SDG's Weighted
Balance Share of Average
9/30/96 Loan Balance Interest Rate
<S> <C> <C> <C>
Consolidated Fixed Rate Debt 2,469,789 2,417,651 7.79%
Consolidated Variable Rate Debt 750,484 705,621 6.31%
Corporate Credit Facility
323,000 323,000 6.71%
Subtotal 1,073,484 1,028,621 6.43%
Adjustment of Former DeBartolo
Indebtedness to Fair Market
Value & Other, Net
11,850 11,850 N/A
Mortgage and Other Notes Payable
Consolidated Balance Sheets
3,555,123 3,458,123 7.36%
Joint Venture Fixed Rate Debt
637,968 263,727 7.69%
Joint Venture Variable Rate Debt
433,964 167,454 6.74%
Mortgages and Other Notes
Payable Partnerships and Joint
Ventures 1,071,932 431,181 7.31%
</TABLE>
<PAGE> 30-31
<TABLE>
SIMON DeBARTOLO GROUP
Summary of Variable Rate Debt and Interest Rate Protection Agreements
As of September 30, 1996
(In thousands)
Terms of
Combined Interest
Principal Combined Share of Interest Terms of Rate
Property Maturity Balance Ownership Loan Rate Variable Protection
Name Date 9/30/96 % Balance 9/30/96 Rate Agreement
<S> <C> <C> <C> <C> <C> <S> <C> <S> <C>
Consolidated Properties
Variable Rate Debt:
Lincolnwood Town Ctr
12/27/96 63,079 100.0% 63,079 6.06% LIBOR + 1.25% LIBOR swapped at
4.81% through
maturity
Eastland Mall 11/01/97 30,000 100.0% 30,000 6.65% LIBOR + 1.50% LIBOR swapped at
5.15% through
maturity; lender
has right to
cancel swap
effective 1/1/97
Boynton Beach Mall 7/11/97 62,000 100.0% 62,000 6.69% LIBOR + 1.125%
East Towne Mall 09/29/98 55,000 100.0% 55,000 6.61% LIBOR + 1.125%
Eastgate Consumer
12/31/98 25,429 100.0% 25,429 6.50% LIBOR + 1.50% LIBOR capped at
5.0% through
maturity
Riverway 12/31/98 85,571 100.0% 85,571 6.38% LIBOR + 1.375% LIBOR capped at
5.0% through
maturity
Riverway 12/31/98 45,879 100.0% 45,879 6.38% LIBOR + 1.375% LIBOR capped at
5.0% through
maturity
Cottonwood Mall 02/01/99(2) 55,645 100.0% 55,645 7.48% LIBOR + 2.00% (2)
Jefferson Valley Mall
01/12/00 50,000 100.0% 50,000 6.05% LIBOR + .55% LIBOR capped at
8.7% through
maturity
The Forum Shops 02/23/00 100,000 59.5% 59,525 6.47% LIBOR + 1.0% See Footnote #4
The Forum Shops 02/23/00 7,941 55.0% 4,368 7.30% LIBOR +
1.8125%
Trolley Square 07/23/00 4,641 90.0% 4,177 6.94% LIBOR + 1.50%
Trolley Square 07/23/00 3,500 90.0% 3,150 6.94% LIBOR + 1.50%
Crystal River 01/01/01 16,000 100.0% 16,000 5.75% LIBOR + 1.0% See Footnote 5
Securitized Debt Fin
03/01/01 87,200 100.0% 87,200 5.31% LIBOR + .56% See Footnote 5
Mall of the Mainland
03/02 40,706 100.0% 40,706 5.75% LIBOR + 1.0% See Footnote 5
Highland Lakes Plaza
03/01/02 14,377 100.0% 14,377 5.75% LIBOR + 1.0% See Footnote 5
Mainland Crossing
03/02/02 2,226 100.0% 2,226 5.75% LIBOR + 1.0% See Footnote 5
Mainland Peripheral
03/02/02 1,290 100.0% 1,290 5.75% LIBOR + 1.0% See Footnote 5
Total Consolidated 750,484 705,621
Properties
Corporate Credit Facility:
SPG, L.P. 09/27/99 323,000 323,000 6.71% LIBOR + .90% On March 13, 1996,
the Operating
Partnership
entered into a two-
year cap agreement
in the amount of
$100 million. The
Operating
Partnership may
elect to use this
cap on any wholly
owned variable-
interest-rate
debt. The LIBOR
cap may fluctuate
initially capped
at 7.5% through
maturity, however,
if LIBOR should
equal or exceed
8.75% between
monthly reset
dates, then LIBOR
would be capped at
8.5% for that
period only.
Total Corporate Credit
Facility 323,000 323,000
Joint Venture Properties:
Variable Rate Debt:
Aventura Mall 10/96 3,463 33.3% 1,153 8.25% Prime (2)
Aventura Mall 01/01/97 7,000 33.3% 2,333 9.50% Prime + 1.25%
Aventura Mall 08/01/98 100,500 33.3% 33,333 6.43% Bank of Tokyo See Footnote 5
CD rate + .90%
Florida Mall 12/01/98 75,000 50.0% 37,500 5.72% Commercial See Footnote 5
paper + .75%
Stratosphere 3/13/99 (6) 14,291 50.0% 7,146 7.50% LIBOR + 2.00% (2)
Indian River Mall
4/99 15,893 50.0% 7,947 7.29% Prime
Ontario Mills 05/7/99 (6) 49,481 25.0% 12,370 8.25% LIBOR + 2.75% (2)
Lakeline Mall 05/16/99 67,321 50.0% 33,661 5.88% LIBOR + .375%
Circle Centre 08/29/99 (6) 53,102 14.7% 7,806 7.22% LIBOR + 1.75%
The Source 07/16/01 48,412 50.0% 24,206 7.14% LIBOR + 1.7%
Total Joint Venture
Properties 433,964 167,454
Total Variable Mortgage
and Other Indebtedness 1,507,448 1,196,075
Footnotes:
(1) Option exists to extend maturity one year.
(2) Rate can be reduced based upon project performance.
(3) Cap agreement was made on $89,000 of total loan
balance; LIBOR capped @ 7% through 12/23/96;
however if LIBOR should increase more than 0.6%
between monthly reset dates, the cap will be
increased by 0.25%, but shall not exceed 8.25%.
(4) Interest rate is 1% over LIBOR through April 1,
1997, 1.5% over LIBOR for the next three years and
2% over LIBOR for the remaining two years.
(5) There exists a swap with the following terms:
LIBOR fixed at 4.75% on approximately $218
million of debt through April 1997; LIBOR fixed
at 5.71% on $87.2 million of debt from May 1997
through April 2001. These swaps have a
maximum protection on LIBOR of 8.44%. To
obtain the swap, the Company "assigned"
existing interest rate caps (all expiring in
April 1997) to an unrelated third party. An
interest rate cap was also purchased which
limits LIBOR to 8.44% on $87.2 million of debt
from May 1996 through March 2001 in order to
provide protection in the event LIBOR exceeds 8.44%.
(6) Two one-year options exist to extend maturity.
(7) The following table details SPG & DRC's
combined variable rate debt as follows:
Total SDG Share
--------- ---------
Swapped debt 311,079 311,079
Capped debt "in the money" 156,879 156,879
Other hedged variable rate debt 239,000 202,955
Unhedged variable rate debt 800,490 525,162
--------- ---------
1,507,448 1,196,075
========= =========
</TABLE>
<PAGE> 32-34
<TABLE>
SIMON DeBARTOLO GROUP
New Development Activities
Projects Under Construction
As of September 30, 1996
Non-Anchor
SDG Actual/ Projected Sq. Footage
Mall/ Ownership Projected Cost Leased/ GLA
Location Percentage Opening (in millions) Committed (1) (sq. ft.)
-------- ---------- ------- ------------ ------------- ---------
<S> <C> <C> <C> <C> <C>
Projects Under Construction
---------------------------
Tower Shops at 50% 11/96 $24 91% 60,000
Stratosphere
(Phase I)
Las Vegas, NV
Anchors/Major Rainforest
Tenants: Cafe
Ontario Mills 25% 11/14/96 $168 90% 1,400,000
Ontario, CA
Los Angeles
Anchors/Major AMC Theatres, Marshalls, Totally
Tenants: 4 Kids, Sports Authority, TJMaxx,
Burlington, Bed Bath & Beyond,
Mikasa, Off 5th-Saks Fifth Avenue Outlet
JCPenney Outlet, American
Wilderness Experience, Dave & Buster's,
Bernini - Off Rodeo, Group USA, IWERKS,
Virgin Records, Foozles
Indian River Mall 50% 11/15/96 $57 84% 754,000
Vero Beach, FL
Anchors/Major Burdine's, Dillard's,
Tenants: JCPenney, Sears, AMC Theatres
Indian River 50% 2/1/97 $8 97% 265,000
Commons
Vero Beach, FL
Anchors/Major HomePlace, Lowe's, Office
Tenants: Max, Service Merchandise
The Source 50% 8/97 $150 73% 730,000
Long Island, NY
Anchors/Major Fortunoff, Nordstrom Rack,
Tenants: Off 5th-Saks Fifth Avenue
Outlet, Cheesecake Factory,
Rainforest Cafe, Just for
Feet, Bertolini's,
Loehmann's, Old Navy,
Virgin Megastore
Arizona Mills 25% 11/97 $183 (2) 1,225,000
Tempe, Arizona
Anchors/Major Oshmans Supersport, Off 5th-
Tenants: Saks Fifth Avenue Outlet,
Burlington Coat Factory,
Ross Dress for Less,
Harkins Theater
Grapevine Mills 38% 10/97 $188 (2) 1,450,000
Grapevine, TX
(Dallas/Ft. Worth)
Anchors/Major Books-A-Million, Burlington
Tenants: Coat Factory, Off 5th-Saks
Fifth Avenue Outlet, Group
USA, Rainforest Cafe, Bed
Bath & Beyond
Projects Under Development
--------------------------
Lakeline Plaza 50% 11/97 $35 (2) 395,000
Austin, TX
Anchors/Major Office Max, Toys "R" Us, Linens 'N
Tenants: Things, TJMaxx
Shops at Sunset 75% 9/98 $140 (2) 500,000
Place
South Miami, FL
(will start construction 11/ 96)
Anchors/Major AMC 24 Theatre,
Tenants: Nike Town, Barnes & Noble, IMAX
Theatre, Virgin Megastore
Muncie Plaza 100% Spring 1998 $20 (2) 200,000
Muncie, IN
Anchors/Major Kohl's,
Tenants: TJMaxx
(1) As of October 25, 1996.
(2) Leasing still in preliminary stage.
</TABLE>
<TABLE>
SIMON DeBARTOLO GROUP
Renovation/Expansion Activities
Projects Under Construction
As of September 30, 1996
Total
SDG Projected Existing
Mall/ Ownership Anticipated Cost Year GLA
Location Percentage Completion (in millions) Built (sq. ft.)
-------- ---------- ---------- ------------ ----- --------
<S> <C> <S><C> <S> <C> <C> <C>
Florida Mall 50% 11/96 (Phase I) $102 1986 1,119,884
Orlando, FL Winter 1998-
(Expansion) (Phase II)
Scope of Construction: Phase I includes the addition
of Saks Fifth Avenue; Phase
II includes addition of
200,000 sq. ft. Burdines and
100,000 sq. ft. of shops with
expansions to Sears,
JCPenney, Dillard's and
Gayfers
The Forum Shops at 55% 9/97 $89 1992 242,031
Caesars
Las Vegas, NV
(Expansion)
Scope of Construction: Addition of 250,000 sq. ft.
(including mezzanine), 95%
leased and
committed; tenants include
Virgin Records, FAO
Schwarz, Factory and
NikeTown
Muncie Mall 100% 9/97 $21 1970 499,683
Muncie, IN
(Renovation/Expansion)
Scope of Construction: L.S. Ayres 120,000 sq. ft. addition
with a projected opening of 11/96;
small shops 41,000 sq. ft. addition
leading to new Ayres projected to
open spring 1997; renovation of
common area including new floor
treatment and skylights; existing
Ayres store to be converted into food
court, restaurants and retail with a
scheduled opening of 9/97
Aventura Mall 33.3% 12/97 $91 1983 976,574
Miami, FL
(Expansion)
Scope of Construction: Additions of 252,000 sq. ft.
Bloomingdale's, 255,000 sq. ft. of
small shops,
77,948 sq. ft. AMC Theatre with 24
screens, new parking deck, Sears
37,000 sq. ft. expansion, Lord and
Taylor 40,000 sq. ft. expansion,
JCPenney 60,000 sq. ft. expansion, and
Macy's 45,000 sq. ft. expansion
</TABLE>
<PAGE> 35
<TABLE>
SIMON DeBARTOLO GROUP
Other Renovation/Expansion Activities
Projects Under Construction
Projected
Anticipated Cost
Name/Location Completion (in millions) Scope of Construction
- ------------- ---------- ------------- ---------------------
<S> <S> <C> <S>
University Park Mall 10/96 $15 L.S. Ayres 33,000 sf
South Bend, IN expansion, 33,000 sf
mall GLA addition and
renovation, 8,000 sf food
court addition.
Summit Mall 11/96 $17 Dillard's 107,000 sf
Akron, OH expansion, Mall renovation
and 8,000 sf food court
addition.
College Mall 11/96 $4 Renovation of common area
Bloomington, IN including new floor
treatment, skylights and
entrances, as well as
upgrading of parking lot
lighting and signage.
Greenwood Plus 11/96 $4 21,000 square foot
Greenwood, IN expansion of Kohl's and
9,000 square foot expansion
of Best Buy.
Lafayette Square 4/97 $14 Mall renovation, 11,000 sf
Indianapolis, IN L.S. Ayres expansion;
53,000 sf Waccamaw and
6,000 sf food court
additions.
Chautauqua Mall 5/97 $16 J.C. Penney 55,000 sf
Jamestown, NY addition, Mall renovation,
addition of 4,000 sf food
court; Bon Ton 60,000 sf
addition to open Spring
1998.
Tippecanoe Plaza 5/97 $4 Relocation/expansion of
Lafayette, IN Service Merchandise.
Reconfiguration of old
Service Merchandise
for new Barnes & Noble.
St. Charles Spring 1997 - Kohl's 100,000 sf addition
Towne Center SDG will fund only $400,000
Waldorf, MD in site costs.
Smith Haven Mall Spring 1997 - JCPenney will replace
Long Island, NY Steinbachs.
Century III Spring 1997 $9 Mall renovation.
Pittsburgh, PA
Southern Park Mall Fall 1997 $19 Mall renovation, additions
Youngstown, OH of Cinemark 38,000 sf
cinema and 17,000 sf food
court.
Orange Park Mall Fall 1997 $9 Build new 78,000 sf AMC
Jacksonville, FL Theatre.
Richmond Square Mall Fall 1997 $9 Mall renovation, Office Max
Richmond, IN 22,500 sf addition,
Dillards 86,000 sf
addition.
Northgate Mall 11/97 $15 Mall renovation and
Seattle, WA conversion of existing GLA
into a nine unit food
court.
East Towne Mall Winter 1997 $10 Mall and food court
Knoxville, TN renovation; renovation of
Regal Cinema and addition
of four new screens.
</TABLE>
<PAGE> 36
SIMON DeBARTOLO GROUP
Capital Expenditures
For the Nine Months Ended September 30, 1996(1)
(In millions)
Joint Venture Properties
------------------------
Consolidated SDG's
Properties Total Share
---------- ----- -----
Acquisitions $43.9 - -
New Developments 66.6 $176.0 $69.6
Renovations and Expansions 41.1 3.2 1.7
Tenant Allowances-Retail 19.6 2.5 0.5
Tenant Allowances-Office 5.5 (2) - -
Capital Expenditures
Recovered from Tenants 3.5 0.4 -
Other (3) 3.2 1.1 0.2
------ ------ -----
Totals $183.4 $183.2 $72.0
====== ====== =====
(1)Not adjusted to give effect to the Merger prior to August 9, 1996, i.e.
includes only SPG costs prior to merger closing.
(2)Includes $3.3 million in tenant improvements to be paid over a 7-year
period: $500,000/year from 1996 to 2000 and $400,000 to be paid in 2001
and 2002.
(3)Primarily represents capital expenditures not recovered from tenants.
<PAGE> 37
SIMON DeBARTOLO GROUP
Gains on Sales of Peripheral Land
As of September 30, 1996(1)
(In millions)
Nine Months Ended
September 30,
1996 1995
---- ----
Consolidated Properties $4.4 $1.8
SDG's Share of Joint Venture
Properties 1.6 1.0
---- ----
Totals $6.0 $2.8
==== ====
(1) Not adjusted to give effect to the Merger prior to August 9, 1996, i.e.
includes only SPG costs prior to merger closing.
<PAGE> 38
SIMON DeBARTOLO GROUP
Teleconference Text
November 11, 1996
4:00 p.m. EST
Good afternoon everyone and welcome to our third quarter earnings
teleconference. With me today is Rick Sokolov and Steve Sterrett. I'm going to
give you a brief overview of what's been happening, Rick is going to talk about
certain development projects and Steve is going to give an update on where we
are financially. I am going to take a couple of minutes right now to give you
a status of where we are on the merger integration process. We will also have
time to answer questions at the end.
First of all let me begin by giving you an overview of the status of the
merger. As many of you know we announced in March 1996, where we began to plan
for the integration of these companies. The integration process was
effectively organized into four distinct, yet interrelated phases:
Phase I, the Planning stage, has been completed with the following results:
* The SDG senior management team has been identified and is in place;
* we hired a couple of consultants to review operations and provide
recommendations of "best practices," which has been completed; and
* staffing requirements for individual functions have been determined with
savings projected at $20 million annually by mid-1997.
Phase II, integration of the core business functions of leasing, development,
and property management, has also been completed. A matrix style management
approach has been implemented with the mall portfolio realigned into 4-
divisions, with each division managed by a team of senior leasing, development
and management personnel with common goals and objectives. Community centers
will continue to operate as a separate division. We believe that there are a
number of potential benefits which can be realized in 1997 and beyond as a
result of our leasing, management and development personnel's new property
assignments. We are very encouraged, after having met for four days on budget
meetings, as to what these "fresh set of eyes are bringing to the portfolio".
Phase III, which includes the consolidation of all back office functions
including finance, legal and human resources, is well underway. Major
information systems platforms have been identified and data conversion and
integration activities have commenced, with full conversion and integration
anticipated by early to mid 1997.
Phase IV, the adoption of best practices and reengineering of business
processes, is on-going. We've had a terrific opportunity to self examine how
we do business. We've identified "best practices" in all functional areas of
the company which should result in increased revenues and improved operating
efficiencies above and beyond what I mentioned previously. A number of these
items are currently being implemented, and it is our desire to create, as we
have historically said, a "world class" organization at Simon DeBartolo Group.
We are very pleased with the progress of the integration to date and believe
that as we become fully integrated we will have the ability to grow our income
in a very profitable fashion.
<PAGE> 39
Before I turn it over to Rick to discuss the upcoming activities, let me just
say that, in general we are very pleased where the company is. There has been
an increased level of excitement in terms of our company. We have reassigned
leasing people who are meeting their challenges with vigor. We are very
pleased with our comparable store numbers and I think we are bringing better
tenants to our properties. We are obviously dealing with store closings
through bankruptcies, but I think as we begin to take advantage of what our
comparable store sales are suggesting, we are well poised to have an exciting
year in 1997.
With that said, let me now turn it over to Rick to discuss certain activities.
I'd like to give you a brief update on our developmental activity and our
capital program. This week is a very busy week for us. Thursday is the grand
opening for Ontario Mills. This is our first opening with the Mills
Corporation. We own 25% of this project, which is a 1.4 million square foot
value-oriented super-regional mall located in Ontario, California. The
reception has been outstanding. This project is opening 90% leased and
committed. Ontario is anchored by tenants that you would want to see in this
format, such as AMC Theatres, Marshalls, Sports Authority, TJMaxx, Bed Bath &
Beyond, Off 5th-Saks Fifth Avenue Outlet, Virgin Megastore, and Dave &
Buster's. We are very excited about this one and we believe Ontario will be a
very successful project.
On Friday of this week, we are opening our twentieth mall in Florida, which is
Indian River Mall in Vero Beach, Florida. This 754,000 square foot regional
mall is currently 84% leased and is anchored by Burdines, Dillard's, JCPenney,
Sears, and a 24-screen AMC Theatre, that is opening in March of next year. SDG
owns 50% of this project, which is the only regional mall in Indian River
county which is the fastest growing county in the state of Florida.
Other Developments
We continue our development on over six million square feet of new gross
leasable area on projects previously announced. Rather than spend the time
going through that, we are going to have specific updates on the status of
these new projects in our upcoming supplemental package which will be
distributed to you with the third quarter 10-Q in the next few days.
We continue to attack our portfolio to increase the market share of our
projects. Several unannounced development projects which have commenced
construction include the following:
* At Southern Park Mall in Youngstown, Ohio, we are adding a 38,000 square
foot Cinemark Cinema and a food court in connection with a mall renovation.
Total project cost is $19 million. The Cinema is opening in December of this
year, the food court in March of next year, and the renovation will be
complete in the summer.
* At Century III Mall in Pittsburgh, Pennsylvania, we have developed a $6
million renovation which will be completed in the spring of next year; and
* At Richmond Square Mall in Richmond, Indiana, we started construction on a
mall renovation and expansion project which will add a Dillard's Department
Store, an Office Max and a food component. Total cost to SDG is $8.5 million.
<PAGE> 40
In the few weeks, we also plan to commence construction on two additional
redevelopment projects:
* At Northgate Mall in Seattle we plan to convert existing GLA into a nine-
unit food court in connection with a very productive property. Total cost is
projected at $15 million and completion is expected in November of 1997.
* At East Towne Mall in Knoxville, Tennessee, we have a planned mall and
food court renovation and theater expansion. Project cost is $10 million and
completion is expected in the fourth quarter of 1997.
Our results to date from our renovations have been very encouraging. The
tenants that we have added are performing well and our comp store sales and
total store sales are outperforming the balance of the portfolio, so we believe
we are on the right track in rededicating these dollars.
At the present, let me now kick it back over to Steve who will discuss
financial results.
Financial Results
I assume that all of you have copies of the press release issued this morning;
and in the interest of time, we will not repeat the details included in that
release. I would like to reiterate, however, that the financial results
reported reflect the results of Simon Property Group through August 9, 1996 and
the combined Simon DeBartolo Group only subsequent to the merger completion.
This is in accordance with the purchase method of accounting utilized to record
this merger transaction.
Statistical comparisons, however, in the release and in this discussion, are
reported on a combined basis, including both the Simon and DeBartolo portfolios
for all periods reported. To assist you in your analyses, this quarter's
supplemental package will provide statistics for the Simon portfolio and the
DeBartolo portfolio individually as well as the combined portfolio, consistent
with the supplemental package of June 30 information we provided to you in
September. We expect to file this supplemental package along with our 3rd
quarter 10-Q on November 14th.
Funds from Operations for the third quarter of 1996 were $0.57 per share as
compared to $0.52 per share in 1995, an increase of 9.6%. Funds from
Operations for the nine months ended September 30th were $1.61 per share as
compared to $1.50 per share for the same period in 1995. This represents an
increase of 7.3%.
Let me talk now about some of the operational highlights of the third quarter:
Operationally, small shop occupancy in the regional malls was 84.3%, unchanged
from September 30, 1995. We have implemented a change in our calculation
methodology for occupancy beginning with this quarter. In the past, we
excluded tenants whose lease form was a short form "license agreement," even if
the lease term was longer than one year. We have modified our calculation,
effective with this quarter, to include all tenants in occupancy with a lease
commitment in excess of one year. This change is to make Simon consistent with
the method previously employed by DeBartolo.
<PAGE> 41
Our occupancy rate has been significantly impacted by non-routine activities at
four of the portfolio properties.
* We continue our de-malling efforts at Southtown Mall in Fort Wayne,
Indiana, and Charles Towne Square in Charleston, South Carolina,
* We have been de-leasing tenants at Mission Viejo Mall in Mission Viejo,
California, and Richmond Mall in Cleveland, Ohio, to facilitate major
renovations and expansions at those two properties expected to commence in
1997.
Regional mall occupancy excluding these four centers at September 30 would have
been 84.9%.
Average base rent at September 30 was $20.18 per square foot, up $1.10, or
5.8%, from $19.08 at September 30, 1995. Excluding the impact of non-
comparable centers (centers not included in the portfolio during the same
period in 1995), average base rent was $19.91, for a 4.4% increase over the
1995 level. Re-leasing spreads are consistent with historical trends, with new
leases signed at rents $4.83 per square foot higher than leases expiring or
tenants who have closed. On a percentage basis, this spread is 26.6%.
Sales volume for the regional malls (excluding anchors) was up 7.7% to $4.3
billion in 1996 from 4.0 billion in 1995. Excluding the non-comparable
centers, the volume was $4.043 billion, Comparable sales per square foot in the
combined portfolio at 9/30/96 are $297, representing an 8.8% increase over
comparable sales reported in 1995. The differential is attributable to the
loss of weaker tenants in under-performing stores such as Edison Brothers,
Petrie and Merry-Go-Round during 1996.
Let me now talk about some of the activities in our capital market.
Capital Market Activities
We were active on the capital markets front during the third quarter. We
obtained a two-notch upgrade from Moody's and a single-notch upgrade from
Standard & Poor's, due to the merger, successful meetings with the rating
agencies, and SPG's overall operating performance over the past two years. We
are now a solid BBB+ corporate credit as rated by Moody's, S & P and Fitch.
As a result of our positive ratings and the current favorable market
conditions, we were able to effect the following during the quarter:
<PAGE> 42
On September 24, we completed a public offering of 8 million shares of 8 3/4%
redeemable preferred stock at $25 per share. We were pleased with the
pricing on the issue and with the positive response received from the
investment community. Proceeds from the offering were used to repay
existing indebtedness, reducing overall leverage including the retirement of
two mortgages which resulted in the unencumbering of $19 million of annual
EBITDA.
On September 27, we completed the consolidation of three existing corporate
credit facilities into one $750 million unsecured, revolving credit
facility. The facility matures in September, 1999, and contains a one year
extension, at SDG's option. The new facility initially bears interest at
LIBOR plus 90 basis points as compared to 132.5 basis points and 175 basis
points on its previous unsecured and secured facilities, respectively. The
facility also has a competitive option feature which has further reduced the
interest cost to LIBOR plus 73 basis points on $150 million of outstandings
on the line.
We continue to formulate plans to complete an unsecured debt offering prior to
year-end and are in the final stages of document review with the SEC.
Conclusion by David
We are obviously pleased with the progress that has been made in a short period
of time integrating these two companies, and the market's reaction to our
merger. With the economy remaining relatively healthy, we look forward to a
solid holiday shopping season and are obviously pleased with the trends that
are happening at the retail sales level with our portfolio. Despite the
challenging retail environment, with the recent bankruptcy filings we continue
to feel very comfortable with our progress in 1996 and 1997. As we step back
and look, I think our strategy of being the dominant retail real estate
organization is coming forth. On the capital side, we had the best balance
sheet and the largest capital structure in the industry. On the development
and redevelopment side, we have Mission Viejo, where we are adding Nordstrom;
North East Mall in Fort Worth, Texas, where we are adding Nordstrom and another
anchor department store; Aventura Mall where we are adding Bloomingdale's;
Florida Mall where we are adding Saks as well as Burdine's; and with the Forum
Shop's expansion, we will have the five most exciting expansion projects that
the industry has seen opening next year and in 1998. I think our new
development activity, again, is very robust. Our relationship with the Mills
continues to be a healthy one with our involvement in Ontario Mills, Grapevine
Mills, and Arizona Mills, as well as the new development activity that we're
undertaking. As Rick mentioned we have a number of embedded development and
redevelopment projects within the existing portfolio. We are very anxious to
achieve our goals and we believe we are well-positioned to remain the dominant
retail real estate organization in this country and look forward to a good
fourth quarter and the beginning of some exciting things in 1997.
This concludes our prepared remarks for the conference call. We are now ready
to take questions from the participants.
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