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Previous: MACERICH CO, 424B5, 1998-05-28 |
Next: BERGER INVESTMENT PORTFOLIO TRUST, NSAR-A, 1998-05-28 |
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) : May 27, 1998
SIMON DeBARTOLO GROUP, INC.
(Exact name of registrant as specified in its charter)
Maryland 1-12618 35-1901999
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events
On May 27, 1998 the Registrant made available additional ownership
and operation information concerning the Registrant, Simon DeBartolo
Group, L.P., and properties owned or managed as of March 31, 1998, 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 March 31, 1998
<PAGE>
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: May 27, 1998
SIMON DeBARTOLO GROUP, INC.
By: \s\ Stephen E. Sterrett
-------------------------
Stephen E. Sterrett,
Treasurer
<PAGE>
SIMON DeBARTOLO GROUP
SUPPLEMENTAL INFORMATION
Table of Contents
As of March 31, 1998
Information Page
Overview 5
Ownership Structure 6-8
Reconciliation of Net Income to
Funds from Operations ("FFO") 9
Selected Financial Information 10-11
Portfolio GLA, Occupancy & Rent Data 12
Rent Information 13
Lease Expirations 14-15
Total Debt Amortization and Maturities by year 16
Summary of Indebtedness 17
Summary of Indebtedness by Maturity 18-22
Summary of Variable Rate Debt and
Interest Rate Protection Agreements 23-24
New Development Activities 25
Renovation/Expansion Activities 26-28
Capital Expenditures 29
Gains on Sales of Peripheral Land 30
Teleconference Text - May 6, 1998 31-37
<PAGE>
SIMON DeBARTOLO GROUP
Overview
The Company
Simon DeBartolo Group, Inc. (the "Company" or "Simon") (NYSE:SPG) was
created as a result of the merger (the "Merger") on August 9, 1996, of
DeBartolo Realty Corporation ("DRC") into Simon Property Group, Inc.
("SPG").
Through its majority owned subsidiary, Simon DeBartolo Group, L.P. (the
"Operating Partnership") at March 31, 1998, the Company owned or had an
interest in 217 properties which consisted of regional malls, community
shopping centers, and specialty and mixed-use properties containing an
aggregate of 140 million square feet of gross leasable area (GLA) in 34
states. The Company, together with its affiliated management companies,
owned or managed approximately 157 million square feet of GLA in retail
and mixed-use properties.
In February, Simon and Corporate Property Investors, a privately-held
REIT, announced a plan to merge the two companies. The merger is
expected to be completed during the third quarter and is subject to
shareholder approval and customary regulatory and other conditions.
This package was prepared to provide (1) ownership information, (2)
certain operational information, and (3) debt information as of March
31, 1998, for the Company and the Operating Partnership.
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 Partnership, including the risks and uncertainties
discussed in other periodic filings made by the Company and the
Operating Partnership 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>
SIMON DeBARTOLO GROUP
ECONOMIC OWNERSHIP STRUCTURE(1)
March 31, 1998
SIMON DeBARTOLO GROUP, L.P.
(the "Operating Partnership")
Total Common Shares and Units Outstanding = 173,754,214
Operational Assets:
-------------------
133 Regional Malls
74 Community Shopping Centers
10 Specialty and Mixed-Use Properties
Partners: %
--------- --
Simon DeBartolo Group, Inc.
Public Shareholders 61.0%
Simon Family 1.9%
DeBartolo Family 0.0%
Executive Management 0.2%
-----
63.1%
-----
Limited Partners
Simon Family 19.9%
DeBartolo Family 12.8%
Other Limited Partners 4.1%
Executive Management 0.1%
-----
36.9%
-----
100.0%
Simon DeBartolo Group, Inc. (the "Company")(2)
63.1% General Partner of Operating Partnership
Common Shareholders Shares %
------------------- -------- --
Public Shareholders 105,996,766 96.6%
Simon Family 3,318,421 3.1%
DeBartolo Family 28,623 0.0%
Executive Management 350,699 0.3%
---------- ------
109,694,509 100.0%
Limited Partners ("Limited Partners")
36.9% Limited Partners of Operating Partnership
Unitholders Units %
----------- ----- --
Simon Family 34,584,455 54.0%
DeBartolo Family 22,207,888 34.7%
Executive Management 153,498 0.2%
Other Limited Partners 7,113,864 11.1%
---------- ------
64,059,705 100.0%
(1) Schedule excludes preferred stock: 8 million shares of Series B
issued on 9/27/96 and 3 million shares of Series C issued on 7/9/97.
(2) General partners of Simon DeBartolo Group, L.P.
<PAGE>
SIMON DeBARTOLO GROUP
Changes in Common Stock and Unit Ownership
For the Period from December 31, 1997 through March 31, 1998
Operating
Partnership Company
Units(1) Common Shares
Number Outstanding at December 31, 1997 61,850,762 109,643,001
Restricted Stock Awards
(Stock Incentive Program) Forfeited - (1,041)
Issuance of Units in Connection
with Acquisitions:
Cordova Mall 1,713,016 -
Lakeline Mall 191,634 -
The Westchester 304,293 -
Issuance of Stock in connection
with the DeBartolo Merger - 32,062
Issuance of Stock for Employee and
Director Stock Option Exercises - 20,487
Number Outstanding at March 31, 1998(2) 64,059,705 109,694,509
Total Common Shares and Units Outstanding
at March 31, 1998: 173,754,214(2)
(1) Excludes units owned by the Company (shown here as Company Common
Shares).
(2) Excludes preferred units relating to preferred stock outstanding
(see Schedule of Preferred Stock).
<PAGE>
SIMON DeBARTOLO GROUP
Preferred Stock Outstanding
($ in 000's)
Number of
$ Shares
Outstanding as of March 31, 1998
Series B Cumulative Redeemable Preferred
-public offering completed
on September 27, 1996(1) $200,000 8,000,000
Series C Cumulative Redeemable Preferred
-public offering completed
on July 9, 1997(2) $150,000 3,000,000
-------- ---------
$350,000 11,000,000
======== ==========
(1) Dividends are paid at 8.75% per annum. The Company may redeem the
stock on or after September 29, 2006. The shares are not convertible
into any other securities of the Company. Simon DeBartolo Group, Inc.
contributed the proceeds to the Operating Partnership in exchange for
preferred Units. The Operating Partnership pays a preferred
distribution to the Company equal to the dividends paid on the preferred
stock. The shares are traded on the New York Stock Exchange. The
closing price on March 31, 1998, was $26.75 per share, or $214,000 in
the aggregate.
(2) The Cumulative Step-Up Premium Rate Preferred Stock was issued at
7.89%. The shares are redeemable after September 30, 2007. Beginning
October 1, 2012, the rate increases to 9.89%. The shares are not
convertible into any other securities of the Company. The Company
contributed the proceeds of the offering to the Operating Partnership in
exchange for preferred units, the economic terms of which are
substantially identical to the Series C preferred stock.
<PAGE>
SIMON DeBARTOLO GROUP
Reconciliation of Net Income to
Funds From Operations ("FFO")
As of March 31, 1998
(Amounts in thousands, except per share data)
Three Months Ended
March 31,
The Operating Partnership 1998 1997
Income of the Operating Partnership before
Extraordinary Items $45,124 $43,062
Plus: Depreciation and Amortization from
Consolidated Properties 58,079 43,312
Less: Minority Interest Portion of
Depreciation and Amortization (1,766) (850)
Plus: Simon's Share of Depreciation,
Amortization and Extraordinary
Items from Unconsolidated Affiliates 14,804 8,858
Less: Gain on the Sale of Real Estate - (37)
Less: Preferred Dividends (7,334) (6,406)
Funds from Operations (FFO) of the Operating
Partnership $108,907 $87,939
Percent Increase 23.8%
FFO of the Operating Partnership $108,907 $87,939
FFO Allocable to the Company $69,015 $53,992
Basic FFO per Share:
- --------------------
Basic Weighted Average Common Shares and
Partnership Units Outstanding 173,084 157,947
Basic Weighted Average Common Shares
Outstanding 109,684 96,973
Basic FFO per Common Share of the Company $ 0.63 $ 0.56
======== =======
Percent Increase 12.5%
Diluted FFO per Share:
- ----------------------
Diluted Weighted Average Common Shares and
Partnership Units Outstanding 173,471 158,344
Diluted Weighted Average Common Shares
Outstanding 110,071 97,370
Diluted FFO per Common Share of the Company $ 0.63 $ 0.56
======== =======
Percent Increase 12.5%
<PAGE>
SIMON DeBARTOLO GROUP
Selected Financial Information
As of March 31, 1998
(In thousands, except as noted)
As of or for the
Three Months Ended
March 31,
1998 1997 % Change
---- ---- --------
Financial Highlights
- --------------------
Total Revenues - Consolidated
Properties $300,257 $242,414 23.9%
Total EBITDA of Portfolio Properties $282,400 $205,341 37.5%
EBITDA After Minority Interest $218,475 $163,843 33.3%
Net Income Available to Common
Shareholders $23,948 $ 8,233 190.9%
Basic Net Income Available to Common
Shareholders $ 0.22 $ 0.08 175.0%
Diluted Net Income Available to Common
Shareholders $ 0.22 $ 0.08 175.0%
Funds from Operations of the Operating
Partnership $108,907 $87,939 23.8%
Funds from Operations Allocable to the
Company $69,015 $53,992 27.8%
Basic Funds from Operations per Common
Share $ 0.63 $ 0.56 12.5%
Diluted Funds from Operations per
Common Share $ 0.63 $ 0.56 12.5%
Common Stock Distributions, per Common
Share $0.5050 $0.4925 2.5%
Operational Statistics
- ----------------------
Occupancy at End of Period:
Regional Malls (1) 86.1% 84.3% 1.8%
Community Shopping Centers (2) 90.6% 91.7% -1.1%
Average Base Rent per Square Foot:
Regional Malls (1) $ 22.95 $ 20.84 10.1%
Community Shopping Centers (2) $ 7.44 $ 7.72 -3.6%
Total Tenant Sales Volume, in millions:(3)
Regional Malls (4) $ 2,051 $ 1,429 43.5%
Community Shopping Centers (2) $ 344 $ 311 10.6%
Number of Properties Open at End of Period 217 186 16.7%
Total GLA at End of Period 140.2 113.7 23.3%
(1) Includes mall and freestanding stores.
(2) Includes all Owned GLA.
(3) Represents only those tenants who report sales.
(4) Based upon the standard definition of sales for regional malls
adopted by the International Council of Shopping Centers
which includes only mall and freestanding stores.
<PAGE>
SIMON DeBARTOLO GROUP
Selected Financial Information
As of March 31, 1998
(In thousands, except as noted)
March 31, March 31,
Equity Information 1998 1997
- ------------------ -------- --------
Units Outstanding at End of Period 64,060 60,974
Common Shares Outstanding at End of
Period 109,695 97,534
---------- ----------
Total Common Shares and Units
Outstanding at End of Period 173,754 158,508
========== ==========
Basic Weighted Average Units
Outstanding for the Period 63,400 60,974
Basic Weighted Average Common Shares
Outstanding for the Period 109,684 96,973
---------- ----------
Basic Weighted Average Common Shares
and Units Outstanding for the Period 173,084 157,947
========== ==========
March 31, December 31,
1998 1997
Selected Balance Sheet Information ------ -------
- ----------------------------------
Total Assets $7,956,808 $ 7,662,667
Consolidated Debt $5,329,707 $ 5,077,990
SDG Share of Joint Venture Debt $1,011,159 $ 770,776
Debt-to-Market Capitalization
- -----------------------------
Common Stock Price at End of Period $ 34.25 $ 32.6875
Equity Market Capitalization (1) $6,315,082 $ 5,966,702
Total Capitalization - Consolidated
Debt Only $11,644,789 $ 11,044,692
Debt-to-Market Capitalization -
Consolidated Only 45.8% 46.0%
Total Capitalization - Including SDG
Share of JV Debt (millions) $12,655,948 $ 11,815,468
Debt-to-Market Capitalization -
Including SDG Share of JV Debt 50.1% 49.5%
(1) Market Value of Comon Stock, Units and Series B Preferred Stock
plus book value of Series C Preferred Stock.
<PAGE>
SIMON DeBARTOLO GROUP
Portfolio GLA, Occupancy & Rent Data
As of March 31, 1998
Avg.
Annualized
Base Rent
% of Owned Per Leased
GLA- Total % of GLA Which Sq.Ft. of
Type of Property Sq. Ft. Owned GLA Owned GLA is Leased Owned GLA
Regional Malls
- --------------
- -Anchor 70,930,529 24,308,132 28.2% 97.1% $3.34
- -Mall Store 39,897,443 39,864,847 46.3% 84.2% 23.97
- -Freestanding 3,055,145 1,778,236 2.1% 88.3% 7.62
---------- ---------- -----
Subtotal 42,952,588 41,643,083 48.4% 86.1% 22.95
Regional Mall
Total 113,883,117 65,951,215 76.6% 89.0% $15.33
Community Shopping Centers
- --------------------------
- -Anchor 11,985,305 7,636,712 8.9% 94.8% $6.00
- -Mall Store 4,707,755 4,621,997 5.4% 83.1% 10.32
- -Freestanding 981,182 457,562 0.5% 97.6% 6.51
Community Ctr.
Total 17,674,242 12,716,271 14.8% 90.6% $7.44
Office Portion
of Mixed-Use
Properties 2,253,907 2,253,907 2.6% 93.9% $18.87
Value-Oriented
Super-Regional
Malls 3,699,726 3,574,726 4.2% 94.6% $16.19
Properties under
Redevelopment 2,684,760 1,592,654 1.8%
GRAND TOTAL 140,195,752 86,088,773 100.0%
----------------
Occupancy History
-----------------
Community
As of Regional Malls(1) Shopping Centers(2)
----- --------------- -----------------
3/31/98 86.1% 90.6%
3/31/97 84.3% 91.7%
--------------------------------------------------
12/31/97 87.3% 91.3%
12/31/96 84.7% 91.6%
12/31/95(3) 85.5% 93.6%
12/31/94(3) 85.6% 93.9%
(1) Includes mall and freestanding stores.
(2) Includes all Owned GLA.
(3) On a pro forma combined basis giving effect to the Merger with DRC
for periods presented.
<PAGE>
SIMON DeBARTOLO GROUP
Rent Information
As of March 31, 1998
Average Base Rent
- -------------
Mall & Freestanding Community
Stores at % Shopping %
As of Regional Malls Change Centers Change
- ------ -------------- ------ ------- ------
3/31/98 $22.95 10.1% $7.44 -3.6%
3/31/97 20.84 - 7.72 -
12/31/97 $23.65 14.4% $7.44 -2.7%
12/31/96 20.68 7.8 7.65 4.9
12/31/95(1) 19.18 4.4 7.29 2.4
12/31/94(1) 18.37 3.8 7.12 N/A
Rental Rates
- -------
Base Rent (2)
-------------
Store Store
Openings Closings
During During Amount of Change
Year Period Period Dollar Percentage
- ---- ------ ------ ------ ----------
Regional Malls:
1998 (YTD) $24.41 $18.87 $5.54 29.4%
1997 29.66 21.26 8.40(3) 39.5(3)
1996 23.59 18.73 4.86 25.9
Community Shopping Centers:
1998 (YTD) $10.72 $10.28 $0.44 4.3%
1997 8.63 9.44 ($0.81) (8.6)%
1996 8.18 6.16 2.02 32.8
(1)On a pro forma combined basis giving effect to the Merger with DRC
for periods presented.
(2)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.
(3)Including the acquisitions of Dadeland Mall, The Fashion Mall at
Keystone at the Crossing, the RPT properties and the opening of The
Source. Excluding these events, the spread was $6.57, or a 30.9%
increase.
<PAGE>
SIMON DeBARTOLO GROUP
Lease Expirations(1)
As of March 31, 1998
Number of Square Avg. Base Rent
Year Leases Expiring Feet per Square Foot
at 3/31/98
Regional Malls -
Mall & Freestanding
Stores
- -------------------
- -------------------
-----
1998 (4/1 - 12/31) 648 1,120,073 25.39
1999 1,381 2,703,336 22.66
2000 1,279 2,626,294 24.04
2001 1,184 2,730,664 22.81
2002 1,143 2,562,634 22.30
2003 1,122 2,702,231 23.52
2004 975 2,769,128 24.09
2005 998 3,179,825 23.53
2006 1,078 3,091,488 24.78
2007 892 2,623,293 26.78
2008 656 2,515,371 26.41
---------------- -------------
TOTALS 11,356 28,624,337 $24.13
Regional Malls -
Anchor Tenants
- -------------------
------------
1998 (4/1 - 12/31) 5 698,851 1.49
1999 14 1,806,196 2.05
2000 14 2,031,903 1.88
2001 15 1,902,144 2.18
2002 10 1,201,408 1.70
2003 12 1,179,568 3.17
2004 17 1,739,364 3.47
2005 14 1,557,592 2.99
2006 15 1,735,304 3.18
2007 6 556,374 2.86
2008 8 972,610 3.56
---------------- -------------
TOTALS 130 15,381,314 $2.58
Community Centers -
Mall Stores &
Freestanding Stores
- -------------------
- -------------------
--------
1998 (4/1 - 12/31) 68 157,544 10.63
1999 186 567,700 10.56
2000 214 658,841 10.95
2001 163 490,864 11.45
2002 113 517,943 9.37
2003 74 335,616 10.86
2004 29 193,236 9.27
2005 30 218,051 10.00
2006 18 246,380 6.96
2007 11 119,295 8.65
13 120,244 9.47
---------------- -------------
TOTALS 919 3,625,714 $10.17
(1) Does not consider the impact of options that may
be contained in leases.
<PAGE>
Community Centers -
Anchor Tenants
- -------------------
---------------
1998 (4/1 - 12/31) 0 - 0.00
1999 9 391,002 3.44
2000 9 318,438 5.05
2001 11 410,878 3.77
2002 8 266,118 6.50
2003 10 344,353 6.26
2004 8 205,700 6.66
2005 11 630,445 5.61
2006 10 660,361 5.46
2007 13 694,932 5.81
2008 6 311,820 6.22
---------------- -------------
TOTALS 95 4,234,047 $5.40
(1) Does not consider the impact of options that may
be contained in leases.
<PAGE>
SIMON DeBARTOLO GROUP
Total Debt Amortization and Maturities by Year
As of March 31, 1998
(In thousands)
Secured Unsecured Unconsolidated
Consolidated Consolidated Joint Venture Total
Year Debt Debt Debt Debt
1998 263,662 282,000 235,873 781,535
1999 210,459 1,055,000 19,034 1,284,494
2000 301,485 0 222,010 523,495
2001 283,988 0 241,744 525,732
2002 495,560 0 325,815 821,375
2003 136,171 100,000 360,885 597,057
2004 570,649 250,000 119,268 939,917
2005 46,401 360,000 238,177 644,578
2006 112,441 250,000 498,761 861,202
2007 158,498 180,000 64,831 403,329
Thereafter 125,666 150,000 80,496 356,162
-------------- ------------- -------------- ---------------
$2,704,981 $ 2,627,000 $2,406,893 $7,738,872
============= ============ ============== ==============
Adjustment of
Indebtedness to (2,272)
Fair Mkt Value, Net
---------------
Total Indebtedness* $7,736,600
===============
* The Operating Partnership's pro-rata share of this debt is $6,206,103
<PAGE>
SIMON DeBARTOLO GROUP
Summary of Indebtedness
As of March 31, 1998
(In thousands)
SDG's
Total Share of Weighted Weighted Avg
Avg Years
Indebtedness Indebtedness Interest to Maturity
Rate
Consolidated Indebtedness
Mortgage Debt
Fixed Rate 2,195,478 2,112,875 7.76% 6.2
Debt Swapped to Maturity 50,000 50,000 7.74% 3.4
Capped to Maturity, Currently
"In the Money" 239,379 203,349 8.19% 2.3
Other Hedged Debt 100,000 100,000 6.15% 4.3
Floating Rate Debt 120,122 103,651 6.58% 1.8
---------- -------- --------- ------------
Subtotal Mortgage Debt 2,704,979 2,569,875 7.56% 5.6
Unsecured Debt
Fixed Rate 1,290,000 1,290,000 6.97% 8.0
Capped to Maturity, Currently
"In the Money" 63,000 63,000 6.56% 0.8
Floating Rate Debt 70,000 70,000 6.34% 0.5
---------- -------- --------- ------------
Subtotal 1,423,000 1,423,000 6.50% 4.5
Corporate Credit Facilities 1,204,000 1,204,000 6.52% 1.3
---------- -------- --------- ------------
Subtotal Unsecured Debt 2,627,000 2,627,000 6.73% 4.5
Adjustment to Fair Market
Value - Fixed Rate (2,939) (2,598) N/A N/A
Adjustment to Fair Market
Value - Variable Rate 667 667 N/A N/A
---------- --------- --------- -------------
Consolidated Mortgage and
Other Notes Payable 5,329,707 5,194,944 7.14% 5.1
========== ========= ========= =============
Joint Venture Mortgage
Indebtedness
Fixed Rate 1,270,946 591,994 7.67% 7.1
Debt Swapped to Maturity 120,000 30,000 7.38% 4.1
Other Hedged Debt 190,840 43,234 6.81% 4.3
Floating Rate Debt 825,107 345,932 6.76% 2.7
---------- -------- --------- -------------
Joint Venture Mortgage and
Other Notes Payable 2,406,893 1,011,159 7.31% 5.4
========== ======== ========= =============
SDG's Share of Total
Indebtedness 6,206,103 7.17% 5.0
<PAGE>
SIMON DeBARTOLO GROUP
Summary of Indebtedness By Maturity
As of March 31, 1998
(In thousands)
Weighted
SDG's Avg
Total Share of Interest
Maturity Interest Indebted- Indebted- Rate by
Property Name Date Rate ness ness Year
Consolidated
Indebtedness
Fixed Rate Mortgage
Debt:
Ross Park Mall 8/15/98 6.14% 60,000 60,000
Subtotal 1998 60,000 60,000 6.14%
Great Lakes Mall - 2 3/1/99 7.07% 8,579 8,579
Ingram Park Mall - 2 11/1/99 9.63% 7,000 7,000
Ingram Park Mall - 1 12/1/99 8.10% 48,428 48,428
Barton Creek Square 12/30/99 8.10% 62,673 62,673
La Plaza Mall 12/30/99 8.25% 49,906 49,906
Subtotal 1999 176,587 176,587 8.15%
Windsor Park Mall - 1 6/1/00 8.00% 5,905 5,905
Trolley Square - 1 7/23/00 5.81% 19,000 17,100
North East Mall 9/1/00 10.00% 22,137 22,137
Bloomingdale Court 12/1/00 8.75% 29,009 29,009
Forest Plaza 12/1/00 8.75% 16,904 16,904
Fox River Plaza 12/1/00 8.75% 12,654 12,654
Lake View Plaza 12/1/00 8.75% 22,169 22,169
Lincoln Crossing 12/1/00 8.75% 997 997
Matteson Plaza 12/1/00 8.75% 11,159 11,159
Regency Plaza 12/1/00 8.75% 1,878 1,878
St. Charles Towne Plaza 12/1/00 8.75% 30,742 30,742
West Ridge Plaza 12/1/00 8.75% 4,612 4,612
White Oaks Plaza 12/1/00 8.75% 12,345 12,345
Subtotal 2000 189,511 187,611 8.61%
Biltmore Square 1/1/01 7.15% 27,326 27,326
Chesapeake Square 1/1/01 7.28% 49,168 49,168
Cordova Mall (1) 12/1/01 12.13% 28,849 28,849
Port Charlotte Town 1/1/01 7.28% 53,176 53,176
Center
Great Lakes Mall - 1 3/1/01 6.74% 53,220 53,220
Subtotal 2001 211,739 211,739 7.79%
Lima Mall 3/1/02 7.12% 19,102 19,102
Columbia Center 3/15/02 7.62% 42,736 42,736
Northgate Shopping 3/15/02 7.62% 79,800 79,800
Center
Tacoma Mall 3/15/02 7.62% 93,369 93,369
River Oaks Center 6/1/02 8.67% 32,500 32,500
Crossroads Mall 7/31/02 7.75% 41,440 41,440
North Riverside Park 9/1/02 9.38% 4,021 4,021
Plaza - 1
North Riverside Park 9/1/02 10.00% 3,617 3,617
Plaza - 2
Anderson Mall 9/15/02 6.57% 19,000 19,000
Forest Mall 9/15/02 6.57% 12,800 12,800
Forest Village Park 9/15/02 6.57% 20,600 20,600
Mall
Golden Ring Mall 9/15/02 6.57% 29,750 29,750
Longview Mall 9/15/02 6.57% 22,100 22,100
Markland Mall 9/15/02 6.57% 10,000 10,000
Midland Park Mall 9/15/02 6.57% 22,500 22,500
North Towne Square 9/15/02 6.57% 23,500 23,500
Hutchinson Mall 10/1/02 8.44% 11,523 11,523
Subtotal 2002 488,358 488,358 7.39%
<PAGE>
Battlefield Mall 6/1/03 7.50% 49,471 49,471
South Park Mall 6/15/03 7.25% 24,748 24,748
Miami International 12/21/03 6.91% 46,881 28,129
Mall
Subtotal 2003 121,100 102,348 7.28%
Forum Phase I - Class A- 5/15/04 7.13% 46,997 28,198
1
Forum Phase II - Class 5/15/04 7.13% 43,004 23,652
A-1
Cielo Vista Mall - 2 7/1/04 8.13% 2,323 2,323
College Mall 7/1/04 7.00% 42,796 42,796
Greenwood Park Mall 7/1/04 7.00% 35,843 35,843
Tippecanoe Mall 7/1/04 8.45% 46,791 46,791
Towne East Square 7/1/04 7.00% 56,582 56,582
CMBS Loan - Fixed 12/19/04 7.27% 175,000 175,000
Component
Subtotal 2004 449,335 411,185 7.30%
Melbourne Square 2/1/05 7.42% 39,735 39,735
Subtotal 2005 39,735 39,735 7.42%
Treasure Coast Square 1/1/06 7.42% 53,774 53,774
Gulf View Square 10/1/06 8.25% 38,030 38,030
Paddock Mall 10/1/06 8.25% 30,246 30,246
Subtotal 2006 122,050 122,050 7.88%
Cielo Vista Mall - 1 5/1/07 9.38% 55,418 55,418
McCain Mall 5/1/07 9.38% 25,989 25,989
Valle Vista Mall 5/1/07 9.38% 34,421 34,421
University Park Mall 10/1/07 7.43% 59,500 35,700
Subtotal 2007 175,328 151,528 8.92%
Randall Park Mall 1/1/11 9.25% 33,469 33,469
Subtotal 2011 33,469 33,469 9.25%
Windsor Park Mall - 2 5/1/12 8.00% 8,863 8,863
Subtotal 2012 8,863 8,863 8.00%
Chesapeake Center 5/15/15 8.44% 6,563 6,563
Grove at Lakeland 5/15/15 8.44% 3,750 3,750
Square, The
Terrace at Florida 5/15/15 8.44% 4,688 4,688
Mall, The
Subtotal 2015 15,001 15,001 8.44%
Sunland Park Mall 1/1/26 8.63% 39,770 39,770
Subtotal 2026 39,770 39,770 8.63%
Keystone at the 7/1/27 7.85% 64,632 64,632
Crossing
Subtotal 2027 64,632 64,632 7.85%
Total Consolidated
Fixed Rate Mortgage
Debt 2,195,478 2,112,875 7.76%
<PAGE>
Variable Rate Mortgage
Debt:
Eastland Mall (OK) 6/1/98 7.19% 30,000 30,000
Eastgate Consumer Mall 12/31/98 6.00% 22,929 22,929
Riverway 12/31/98 6.38% 131,451 131,451
Subtotal 1998 184,380 184,380 6.46%
White Oaks Mall 3/1/99 6.93% 16,500 9,062
Subtotal 1999 16,500 9,062 6.93%
Jefferson Valley Mall 1/12/00 6.24% 50,000 50,000
Shops at Sunset Place, 6/30/00 6.94% 32,880 24,660
The
Trolley Square 7/23/00 7.22% 8,141 7,327
Subtotal 2000 91,021 81,987 6.53%
Crystal River 1/1/01 7.69% 16,000 16,000
Orland Square 9/1/01 7.74% 50,000 50,000
Subtotal 2001 66,000 66,000 7.73%
Highland Lakes Center 3/1/02 7.19% 14,377 14,377
Mainland Crossing 3/31/02 7.19% 2,226 2,226
Subtotal 2002 16,603 16,603 7.19%
Forum Phase I - Class A- 5/15/04 6.19% 44,385 26,631
2
Forum Phase II - Class 5/15/04 6.19% 40,614 22,338
A-2
CMBS Loan - Floating (2) 12/19/04 6.05% 50,000 50,000
Component
Subtotal 2004 134,999 98,969 6.12%
Total Variable Rate
Mortgage Debt 509,501 457,000 6.62%
Total Consolidated
Mortgage Debt 2,704,979 2,569,875 7.56%
Fixed Rate Unsecured
Debt:
SDG, LP (PATS) 11/15/03 6.75% 100,000 100,000
Subtotal 2003 100,000 100,000 6.75%
SCA (Bonds) 1/15/04 6.75% 150,000 150,000
SDG, LP (Bonds) 7/15/04 6.75% 100,000 100,000
Subtotal 2004 250,000 250,000 6.75%
SCA (Bonds) 5/15/05 7.63% 110,000 110,000
SDG, LP (Bonds) 10/27/05 6.88% 150,000 150,000
SDG, LP (MTN) 6/24/05 7.13% 100,000 100,000
Subtotal 2005 360,000 360,000 7.17%
SDG, LP (Bonds) 11/15/06 6.88% 250,000 250,000
Subtotal 2006 250,000 250,000 6.88%
SDG, LP (MTN) 9/20/07 7.13% 180,000 180,000
Subtotal 2007 180,000 180,000 7.13%
SDG, LP (Bonds) 7/15/09 7.00% 150,000 150,000
Subtotal 2009 150,000 150,000 7.00%
Total Unsecured Fixed
Rate Debt 1,290,000 1,290,000 6.97%
<PAGE>
Variable Rate Unsecured
Debt:
Corporate Credit 8/27/98 6.34% 212,000 212,000
Facility
SDG, L.P. Unsecured 9/25/98 6.34% 70,000 70,000
Loan
Subtotal 1998 282,000 282,000 6.34%
Corporate Credit 9/27/99 6.56% 992,000 992,000
Facility
Subtotal 1999 992,000 992,000 6.56%
SDG, L.P. Unsecured (3) 1/31/00 6.14% 63,000 63,000
Loan
Subtotal 2000 63,000 63,000 6.14%
Total Unsecured 1,337,000 1,337,000 6.50%
Variable Rate Debt
Total Unsecured Debt 2,627,000 2,627,000 6.73%
Adjustment of Fixed- (2,939) (2,598) N/A
Rate Indebtedness to FMV
Adjustment of Variable- 667 667 N/A
Rate Indebtedness to FMV
Total Consolidated Debt 5,329,707 5,194,944 7.14%
Joint Venture
Indebtedness
Fixed Rate Mortgage
Debt:
Northfield Square 4/1/00 9.52% 24,264 24,264
Coral Square 12/1/00 7.40% 53,300 26,650
Subtotal 2000 77,564 50,914 8.41%
Palm Beach Mall 12/15/02 8.21% 51,145 25,572
Subtotal 2002 51,145 25,572 8.21%
Avenues, The 5/15/03 8.36% 58,222 14,556
Century III Mall -1 7/1/03 6.78% 66,000 33,000
Lakeland Square 12/22/03 7.26% 52,830 26,415
Subtotal 2003 177,052 73,970 7.26%
Indian River Commons 11/1/04 7.58% 8,399 4,200
Indian River Mall 11/1/04 7.58% 46,602 23,301
Subtotal 2004 55,001 27,501 7.58%
Westchester, The 9/1/05 8.74% 152,961 76,480
Cobblestone Court 11/30/05 7.22% 6,180 2,163
Crystal Court 11/30/05 7.22% 3,570 1,250
Fairfax Court 11/30/05 7.22% 10,320 2,709
Gaitway Plaza 11/30/05 7.22% 7,350 1,715
Plaza at Buckland 11/30/05 7.22% 17,680 6,055
Hills, The
Ridgewood Court 11/30/05 7.22% 7,980 2,793
Royal Eagle Plaza 11/30/05 7.22% 7,920 2,772
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
Yards Plaza, The 11/30/05 7.22% 8,270 2,895
Subtotal 2005 252,961 107,805 8.30%
Seminole Towne Center 1/1/06 6.88% 70,500 31,725
IBM CMBS Loan - Fixed (4) 5/1/06 7.40% 300,000 150,000
Component
Great Northeast Plaza 6/1/06 9.04% 17,778 8,889
Smith Haven Mall 6/1/06 7.86% 115,000 28,750
Subtotal 2006 503,278 219,364 7.45%
<PAGE>
Lakeline Mall 5/1/07 7.65% 73,452 47,744
Subtotal 2007 73,452 47,744 7.65%
West Town Mall 5/1/08 6.90% 76,000 38,000
Subtotal 2008 76,000 38,000 6.90%
Ontario Mills - 4 (5) 12/28/09 0.00% 4,495 1,124
Subtotal 2009 4,495 1,124 0.00%
Total Joint Venture
Fixed Rate Mortgage
Debt 1,270,946 591,994 7.67%
Variable Rate Mortgage
Debt:
Aventura Mall - 3 8/8/98 6.79% 51,213 17,071
Aventura Mall - 2 8/8/98 9.75% 5,300 1,767
Aventura Mall - 1 8/8/98 8.50% 100,000 33,333
Florida Mall, The 12/1/98 6.72% 75,000 37,500
Subtotal 1998 231,513 89,671 7.45%
Tower Shops, The (6) 3/13/99 7.69% 14,300 7,150
Dadeland Mall 12/10/99 6.39% 140,000 70,000
Subtotal 1999 154,300 77,150 6.51%
Grapevine Mills 4/25/01 7.04% 118,701 44,513
Source, The 7/16/01 7.04% 115,091 28,773
Subtotal 2001 233,792 73,286 7.04%
Arizona Mills 2/1/02 6.99% 130,840 34,432
Lakeline Plaza - 1 6/6/02 6.06% 20,500 13,325
Ontario Mills - 1 (6) 5/7/02 7.37% 50,000 12,500
Ontario Mills - 2 (6) 5/7/02 7.21% 20,000 5,000
Ontario Mills - 3 (6) 5/7/02 7.46% 50,000 12,500
Subtotal 2002 271,340 77,757 6.98%
IBM CMBS Loan - (4) 5/1/03 6.19% 185,000 92,500
Floating Component
Subtotal 2003 185,000 92,500 6.19%
Circle Centre Mall 1/31/04 6.13% 60,000 8,802
Subtotal 2004 60,000 8,802 6.13%
Total Joint Venture
Variable Rate Debt 1,135,947 419,165 6.81%
Total Joint Venture
Debt 2,406,893 1,011,159 7.31%
SDG's Share of Total
Indebtedness 7,736,600 6,206,103 7.17%
(1) This mortgage was assumed as part of the Cordova Mall acquisition on
January 26, 1998 and was retired on May 15, 1998.
(2) An interest rate protection agreement, which effectively fixes the interest
rate at an all-in-one rate of 6.305%, was obtained on April 19, 1998.
(3) Includes 1-year extension.
(4) Represents debt assumed in connection with the Macerich acquisition. This
is $485 million of Commercial Mortgage Notes secured by cross-
collateralized mortgages encumbering thirteen of the Properties. The
Operating Partnership's share is $242 million. A weighted average rate is
used.
(5) Notes for purchase of land from Ontario Redevelopment Agency at 6%
commencing January 2000.
(6) Two one-year options exist to extend maturity.
<PAGE>
SIMON DeBARTOLO GROUP
Summary of Variable Rate Debt and Interest Rate Protection Agreements
As of March 31, 1998
(In thousands)
<TABLE>
<CAPTION>
Principal SDG SDG's Interest
Property Maturity Balance Ownership Share of Rate Terms of Terms of
Name Date 03/31/98 % Loan 03/31/98 Variable Interest Rate Protection
Balance Rate Agreement
<C> <C> <C> <C> <C> <C> <S> <S>
Consolidated
Properties:
Secured Debt:
Eastland Mall LIBOR +
(OK) 6/1/98 30,000 100.00% 30,000 7.188% 1.500%
Eastgate LIBOR + LIBOR Capped at 5.00%
Consumer Mall 12/31/98 22,929 100.00% 22,929 6.000% 1.000% through maturity
LIBOR + LIBOR Capped at 5.00%
Riverway 12/31/98 131,451 100.00% 131,451 6.375% 1.375% through maturity
LIBOR +
White Oaks Mall 3/1/99 16,500 54.92% 9,062 6.926% 1.250%
Jefferson Valley LIBOR + LIBOR Capped at 8.70%
Mall 1/12/00 50,000 100.00% 50,000 6.238% .550% through maturity
Shops at Sunset LIBOR +
Place, The 6/30/00 32,880 75.00% 24,660 6.938% 1.250% See Footnote (1)
LIBOR +
Trolley Square 7/23/00 8,141 90.00% 7,327 7.219% 1.500%
LIBOR + LIBOR Swapped at 7.24%
Orland Square 9/1/01 50,000 100.00% 50,000 7.742% .500% through maturity
LIBOR +
Crystal River 1/1/01 16,000 100.00% 16,000 7.688% 2.000%
Highland Lakes LIBOR +
Center 3/1/02 14,377 100.00% 14,377 7.188% 1.500%
Mainland LIBOR +
Crossing 3/31/02 2,226 100.00% 2,226 7.188% 1.500%
Through an interest rate
Forum Phase I - LIBOR + protection agreement,
Class A-2 5/15/04 44,385 60.00% 26,631 6.190% .300% effectively fixed
at an all-in-one rate of
6.19%
Through an interest rate
Forum Phase II - LIBOR + protection agreement,
Class A-2 5/15/04 40,614 55.00% 22,338 6.190% .300% effectively fixed
at an all-in-one rate of
6.19%
CMBS Loan - LIBOR Capped at 16.77%
Floating LIBOR + through maturity. See
Component 12/19/04 50,000 100.00% 50,000 6.053% .365% Footnote (2)
--------- --------
Total
Consolidated
Secured Debt 509,503 457,000
======== =======
Unsecured Debt:
Unsecured
Revolving Credit On February 27, 1998 the
Facility - Chase LIBOR + Operating Partnership
(300M) 8/27/98 212,000 100.00% 212,000 6.338% .650% obtained a $300M unsecured
7-months credit facility,
which initially bears
interest at LIBOR plus 90
basis points.
SDG, L.P. LIBOR +
Unsecured Loan 9/25/98 70,000 100.00% 70,000 6.338% .650%
A two year interest rate
protection agreement,
SDG, L.P. LIBOR + which effectively fixes
Unsecured Loan 1/31/99 63,000 100.00% 63,000 6.140% .650% the interest rate at an all-in-one
rate of 6.14%, was obtained January 15,
1998.
Unsecured
Revolving Credit The 11.53% LIBOR cap on
Facility - UBS LIBOR + $90M has been transferred
(1.25B) 9/27/99 992,000 100.00% 992,000 6.564% .650% from Forum.
--------- ---------
Total
Consolidated
Unsecured Debt 1,337,000 1,337,000
========= =========
Adjustment of
Variable-Rate
Indebtedness to
FMV 667 667
--------- ---------
Consolidated
Variable Rate
Debt 1,847,168 1,794,667
========= =========
<PAGE>
Joint Venture
Properties:
Aventura Mall - LIBOR +
3 8/8/98 51,213 33.33% 17,071 6.788% 1.100% See Footnote (2)
PRIME +
Aventura Mal - 2 8/8/98 5,300 33.33% 1,767 9.750% 1.250%
Aventura Mall- 1 8/8/98 100,000 33.33% 33,333 8.500% Tokyo CD Rate + .900%
The Florida Mall 12/1/98 75,000 50.00% 37,500 6.717% Commercial Paper Rate + .750%
LIBOR + Two one-year extensions
Tower Shops, The 3/13/99 14,300 50.00% 7,150 7.688% 2.000% exist to extend maturity.
LIBOR +
Dadeland Mall 12/10/99 140,000 50.00% 70,000 6.388% .700%
LIBOR + See Footnote (2)
Grapevine Mills 4/25/01 118,701 37.50% 44,513 7.038% 1.350%
LIBOR +
Source, The 7/16/01 115,091 25.00% 28,773 7.038% 1.350%
LIBOR + LIBOR Capped at 9.50%
Arizona Mills 2/1/02 130,840 26.32% 34,432 6.988% 1.300% through maturity
LIBOR + LIBOR Swapped at 6.37%
1.000% through maturity. See
Ontario Mills- 1 5/7/02 50,000 25.00% 12,500 7.370% Footnote (2).
LIBOR + LIBOR Swapped at 6.21%
Ontario Mill - 2 5/7/02 20,000 25.00% 5,000 7.210% 1.000% through maturity
LIBOR + LIBOR Swapped at 6.21%
Ontario Mills- 3 5/7/02 50,000 25.00% 12,500 7.460% 1.250% through maturity
Lakeline Plaza - LIBOR +
1 6/6/02 20,500 65.00% 13,325 6.063% .375%
IBM CMBS Loan - See
Floating Footnote
Component 5/1/03 185,000 50.00% 92,500 6.186% (3)
Circle Centre LIBOR + LIBOR Capped at 8.81%
Mall 1/31/04 60,000 14.67% 8,802 6.128% .440% through maturity
--------- ---------
Total Joint
Venture
Properties 1,135,947 419,165
========= =========
Total Variable
Mortgage
and Other
Indebtedness 2,983,115 2,213,832
========= =========
</TABLE>
Footnotes:
(1) Rate can be reduced based upon project performance.
(2) An interest rate protection agreement, which effectively fixes the
interest rate at an all-in-one rate of 6.305%, was obtained on April 19,
1998.
(3) Represents debt assumed in the Macerich acquisition. A weighted
average rate is used.
The following table summarizes variable rate debt:
Total SDG Share
Swapped debt 170,000 80,000
Capped debt "in
the money" 302,379 266,349
Other hedged
variable rate
debt 380,840 233,234
Unhedged
variable rate
debt 2,129,896 1,634,250
--------- ---------
2,983,115 2,213,832
========= =========
<PAGE>
SIMON DeBARTOLO GROUP
New Development Activities
As of March 31, 1998
Projected Non-Anchor
SDG Actual/ Cost Sq. Footage
Mall/ Ownership Projected (in Leased/ GLA
Location Percentage Opening millions) Committed (sq. ft.)
- ------------------- ---------- ------------------- ----------------------
Projects Recently
Opened
- -------------------
Muncie Plaza 100% 3/98 $13 97% (1) 195,500
Muncie, IN
Anchors/Major Kohl's,TJMAXX, OfficeMax, ShoE Carnival,
Factory Card Outlet
Leased/Committed of 97% is based on 170,500 sf
built to date.
Remaining 25,000 sf projected to open Summer 1999.
- ------------------- ---------- --------- ---------- ------------ ----------
Projects Under Construction
Lakeline Plaza 65% 4/98 $34 85%(1) 381,000
Austin, TX
(center opened
4/98)
Anchors/Major Linens 'N Things, TJMaxx,
Tenants: Old Navy, OfficeMax, Party City (7/98 opening),
Toys "R" Us (8/98 opening)
Leased/Committed of 85% is based on 270,000 sf built
to date. Remaining square footage to open at a later date.
- ------------------- ---------- --------- ---------- ------------ ----------
Shops at Sunset
Place 75% 10/98 $149 92% 510,000
South Miami, FL
Anchors/Major AMC 24 Theatre,
Tenants: NIKETOWN, Barnes &
Noble, IMAX
Theatre, Virgin
Megastore, Z Gallerie, GameWorks
- ------------------- ---------- --------- ---------- ------------ ----------
Concord Mills 50% Fall 1999 $218 (2) 1,400,000
Concord, NC
(Charlotte)
Anchors/Major Books-A-Million, Bed Bath & Beyond,
Tenants: TJMaxx, Off Rodeo Drive Beverly
Hills, AMC Theatres, Host
Marriott Services (food court)
- ------------------- ---------- --------- ---------- ------------ ----------
Projects Under Development
Houston Premium Phase I -
Outlets 50% 7/99 (2)
Houston, TX
Anchors/Major Last Call Neiman Marcus Clearance
Tenants: Center, Off 5th-Saks Fifth Avenue Outlet
- ------------------- ---------- --------- ---------- ------------ ----------
The Shops at
Northeast Plaza Fall 1999 (2)
Hurst, TX
Anchors/Major
Tenants: To be
announced
(1) Community Center leased/committed percentage includes owned anchor
GLA.
(2) Leasing still in preliminary stage.
<PAGE>
<TABLE>
SIMON DeBARTOLO GROUP
Renovation/ Expansion Activities
As of March 31, 1998
<CAPTION>
Total
SDG Actual/ Projected Existing
Mall/ Ownership Anticipated Cost (in Year GLA
Location Percentage Completion millions) Built (sq. ft.)
- ------------------ ---------- -------------- ---------- ----- ----------
<S> <C> <S> <C> <C> <C>
Projects under
Construction
Aventura Mall 11/97
Miami, FL 33.3% (Bloomingdale' $92 1983 1,459,000
s
(Expansion) and small
shops)
3/98 (All
other)
3/99
(Burdine's)
Scope of
Construction: Additions of 252,000 sq. ft. Bloomingdale's, 225,000 sq. ft. Burdines,
255,000 sq. ft. of small shops, 78,000 sq. ft. AMC Theatre with 24 screens, Rainforest
Cafe and Cheesecake Factory, new parking deck, Sears 37,000 sq. ft. expansion, Lord and
Taylor 28,000 sq. ft. expansion, and JCPenney 60,000 sq. ft. expansion
- ------------------ ---------- -------------- ---------- ------- ----------
Castleton Square 100% 11/98 $34 1972 1,353,000
Indianapolis, IN
(Renovation/
Expansion)
Scope of
Construction: Addition of 80,000 sq. ft. Galyan's and 10,000 sq. ft. of small shops;
mall renovation with new food court; L.S. Ayres 48,000 sq. ft. expansion; Lazarus
remodel; addition of Von Maur to replace Montgomery Ward
- ------------------ ---------- -------------- ---------- ------- ----------
The Florida Mall 50% 11/99 $86 1986 1,120,000
Orlando, FL
(Expansion)
Scope of
Construction: Addition of 200,000 sq. ft. Burdines and 190,000 sq. ft. of shops;
Dillard's 42,000 sq. ft. expansion; JCPenney 62,000 sq. ft. expansion; Saks 15,000 sq.
ft. expansion
- ------------------ ---------- -------------- ---------- ------- ----------
Mission Viejo Mall 100% Fall 1999 $146 1979 817,000
Mission Viejo, CA
(Renovation/
Expansion)
Scope of
Construction: Additions of 160,000 sq. ft. Nordstrom, 100,000 sq. ft Saks Fifth
Avenue and 120,000 sq. ft. of future retail; small shop expansions of 130,000 sq.
ft. to open in 1999 and an additional 88,000 sq. ft. to open in 2000; renovation
with new food court; Macy's 70,000 sq. ft. expansion and Robinson-May 70,000 sq.
ft. expansion
- ------------------ ---------- -------------- ---------- ------- ----------
Prien Lake Mall 100% 11/98 $30 1972 456,000
Lake Charles, LA
(Renovation/
Expansion)
Scope of
Construction: Addition of 157,000 sq. ft. Dillard's and 124,000 sq. ft. Sears with
10,000 sq. ft. TBA; renovation of existing mall and exterior of JCPenney building
and 70,000 sq. ft. expansion of shops with food court
<PAGE>
- ------------------ ---------- -------------- ---------- ------- ----------
Richmond Town
Square 100% 11/98 $57 1966 873,000
Cleveland, OH
(Renovation/
Expansion)
Scope of
Construction: Additions of 165,000 sq. ft. Kaufmann's and Barnes & Noble; new
food court; addition of 87,000 sq. ft. Sony Theatre with 20 screens; JCPenney and
Sears remodel
- ------------------ ---------- -------------- ---------- ------- ----------
Projects under
developement
North East Mall 100% Fall 2000 $110 1971 1,142,000
Hurst, TX
(Renovation/
Expansion)
Scope of
Construction: Addition of 60,000 square feet of small shops, 160,000 sq. ft. Nordstrom,
100,000 sq. ft. Saks Fifth Avenue and one additional department store; 45,000 sq. ft.
expansion of JCPenney; new 300,000 sq. ft. Dillard's; mall renovation in addition to
renovations of Sears and Montgomery Ward
</TABLE>
<PAGE>
SIMON DeBARTOLO GROUP
Other Renovation/Expansion Activities
Projects Under Construction as of March 31, 1998
SDG's Projected
Project Name Location Scope of Project % Completion
Anderson Mall Anderson, SC Addition of Goody's 100% 9/98
Phase I - Addition of Old
Navy, Finish Line, and new 5/98
Barton Creek food court 100%
Square Phase II - Addition of
Austin, TX General Cinema 3/99
Mall demolition and
conversion to community
center; addition of Regal
Charles Towne Charleston, Cinema and renovation of
Square SC Montgomery Ward 100% 11/98
Crossroads
Mall Omaha, NE Mall renovation 100% 11/98
Eastern Hills Addition of Burlington
Mall Buffalo, NY Coat 100% 11/98
Addition of Sears and
Fond du Lac, Staples and mall
Forest Mall WI renovation 100% 10/98
Phase I - Addition of
Barnes & Noble and Old 9/98
Navy 100%
Phase II - Addition of
Irving Mall Irving, TX General Cinema 11/98
Laguna Hills Laguna Hills, Addition of WOW
Mall CA Entertainment 100% 8/98
Conversion of third floor
New Orleans New Orleans, retail to WNOL office and
Centre LA studio 100% 11/98
Orange Park Jacksonville, Addition of Books-A-
Mall FL Million 100% 10/98
Port Charlotte Port
Towne Center Charlotte, FL Addition of Regal Cinema 100% 11/98
Addition of Steinmart and
Ross Dress for Less, new
Richardson food court and mall
Square Mall Dallas, TX renovation 100% 7/98
Split Kmart space into
three suites; addition of
Teal Plaza Lafayette, IN Circuit City and Pep Boys 100% 8/98
Towne West
Square Wichita, KS Addition of Petsmart 100% 6/98
St. Addition of Borders; mall 8/98
Petersburg, renovation with new food
Tyrone Square FL court and restaurants 100%
Valle Vista
Mall Harlingen, TX Addition of OfficeMax 100% 5/98
Addition of Regal Cinema
West Town Mall Knoxville, TN and parking deck 50% 6/98
(1) Total anticipated cost of the above projects is $101 million; SDG's
share is $95 million.
<PAGE>
SIMON DeBARTOLO GROUP
Capital Expenditures
For the Three Months Ended March 31, 1998
(In millions)
Joint Venture Properties
------------------------
Consolidated SDG's
Properties Total Share
---------- ----- -----
New Developments $12.3 $11.2 $5.9
Renovations and Expansions 36.0 10.4 4.3
Tenant Allowances-Retail 8.3 2.8 1.2
Tenant Allowances-Office 0.7 - -
Capital Expenditures
Recoverable from Tenants 2.1 - -
Other (1) - - -
----- ----- -----
Totals $59.4 $24.4 $11.4
===== ===== =====
(1) Primarily represents capital expenditures not recovered from
tenants.
<PAGE>
SIMON DeBARTOLO GROUP
Gains on Sales of Peripheral Land
As of March 31, 1998
(In millions)
Three Months Ended
March 31,
1998 1997
---- ----
Consolidated Properties $0.3 -
SDG's Share of
Joint Venture Properties - $0.2
---- ----
Totals $0.3 $0.2
==== ====
<PAGE>
Simon DeBartolo Group
Conference Call Text
May 6, 1998
Welcome and Opening Comments (David Simon)
Welcome to our first quarter earnings teleconference. We had an
exciting quarter in terms of our financial performance and the
announcement of our merger with Corporate Property Investors (CPI). In
1998 we have started very strongly:
* We increased FFO per share in the 1st quarter by 12.5%, under basic
and diluted methods.
* We acquired approximately $575 million of real estate.
* We opened two new power centers adjacent to existing Simon malls,
adding over 500,000 square feet of GLA.
* Through Simon Brand Ventures, or SBV, we formed alliances with
Pepsi, Browning-Ferris Industries (BFI), Cybersmith and Olsten.
The CPI Merger (David Simon)
On February 19, 1998, we announced the signing of a definitive merger
agreement to acquire Corporate Property Investors. CPI owns a portfolio
of 23 malls that are the best aggregation of retail real estate in the
country including Roosevelt Field in Long Island, Lenox Square and
Phipps Plaza in Atlanta, and Town Center at Boca Raton.
The combination of Simon and CPI creates a company that is the
unquestioned market leader:
* Total market cap will be in excess of $17 billion.
* The portfolio will contain 244 properties comprising 168 million
square feet of GLA, which includes more than 20% of the country's best
malls.
* Properties are dispersed across 35 states creating unmatched
geographical diversity, both by tenant and by exposure to any one
property.
* The company will be the largest landlord to virtually every major
retailer, which increases our leasing leverage, thereby accelerating
rent and occupancy growth.
* The Company will have more than 70 malls in the 20 largest U.S.
metropolitan areas and will dominate the regional mall business in
markets such as the New York Metro area, Atlanta, Pittsburgh,
Indianapolis, and Southeast Florida.
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* The combined entity will also have a significant presence in other
major markets such as:
-Boston -Dallas -Phoenix
-Los Angeles -San Antonio -Chicago
-Washington, D.C. -Orlando -Las Vegas
-Cleveland -Seattle -Tampa/St. Petersburg
We are extremely excited about the transaction. Integration of the
Simon and CPI portfolios has already begun. We have made multiple
visits to New York to interact with CPI counterparts and have
established integration teams. We've also reviewed CPI's first quarter
performance. The first quarter was a strong one for CPI, with positive
increases in occupancy and sales growth. The CPI portfolio remains on
track for a strong 11% increase in EBITDA for 1998.
Business methodologies from both companies in the areas of property
management, leasing, and development have been analyzed in an effort to
identify the best practices of each organization. We remain committed
to integrating the two organizations and we fully expect to realize at
least $50 million of synergies in our first year of owning the CPI
portfolio.
Closing is expected in July of this year. Our confidence about the
prudence of this transaction and what it means to our company in terms
of its profitability in going forward remains unquestioned and
unwaivered.
Financial and Operational Results (Steve Sterrett)
In reviewing our financial and operational results for the quarter you
should note that:
* FFO on a per share basis, both basic and fully diluted, increased
12.5% to $0.63 per share in 1998 from $0.56 per share in 1997.
* FFO of the Operating Partnership was $108.9 million, an increase of
23.9% or $21.0 million over the same period in 1997.
* Total revenue for the quarter increased 23.9% to $300.3 million as
compared to $242.4 million in 1997.
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Contributing factors to this growth were:
* Higher occupancy levels in the regional mall portfolio, primarily
as a result of strong leasing activity. Occupancy at March 31, 1998,
was 86.1%, an increase of 180 basis points over the same period in 1997.
* Cart and kiosk income continues to be strong as we aggressively
expand the program at the RPT properties.
* Rental increases - average base rent in the regional mall portfolio
was $22.95 per square foot as compared to $20.84 one year ago for an
increase of 10.1%. Excluding new and acquired properties the increase
for comparable properties would have been 7.0%, to $22.29. The average
initial base rent for new leases signed in 1998 was $24.41, an increase
of $5.54, or 29.4% over the tenants who closed or whose leases expired.
This releasing spread is consistent with our historical average of $5 to
$6 per square foot, so we have been able to grow in occupancy without
sacrificing the rent. Same property NOI growth for the quarter as
compared to last year was 7.7%.
Sales statistics for the mall portfolio also demonstrated healthy growth
in the first quarter of 1998.
* Total sales volume was $2.051 billion at March 31, up 43.5% from
$1.429 billion in 1997.
* Total sales per square foot increased 7.9%. The increase for
"comparable portfolios" (excluding the new and acquired properties) was
5.5%.
* Comparable sales per square foot increased 7.0%. The increase for
comparable portfolios (excluding the new and acquired assets) was 5.0%.
We are very pleased with the results for the first quarter which
demonstrate that our acquisition and development activities, as well as
our continued aggressive management of the existing portfolio, continue
to strengthen the overall quality of the company.
Acquisition Activities (Rick Sokolov)
During the first quarter, the Company acquired approximately $575
million worth of real estate.
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In January, we announced the addition of Cordova Mall, an 874,000 square
foot super regional located in Pensacola, Florida. Cordova Mall is a
perfect complement to Simon's existing University Mall, giving us
ownership of both malls in the growing Pensacola market. The cap rate
for the Cordova Mall transaction was 9.1%.
On February 27, we completed the acquisition of the IBM portfolio in a
50/50 joint venture with The Macerich Company. This portfolio of twelve
regional malls comprising 10.7 million square feet was purchased for
$975 million, including the assumption of $485 million of debt. Simon
and Macerich each assumed leasing and management responsibilities for
six of the regional malls. We are fully integrating these properties
and have been very pleased with what we have found. We believe there is
an opportunity for significant growth at these properties, as they are
performing very well in both comparable store sales and total sales to
date. The cap rate for this acquisition was 8.75%.
Development Activities (Rick Sokolov)
We've started 1998 off with the opening of two new power centers,
Muncie Plaza in Muncie, Indiana, and Lakeline Plaza in Austin, Texas.
* Muncie Plaza is a 196,000 square foot power center anchored by
Kohl's, TJMaxx, OfficeMax, and Shoe Carnival. The center opened in
March, and was 97% leased and committed. Muncie Plaza is located
adjacent to Simon's recently expanded Muncie Mall.
* Lakeline Plaza opened in April and is anchored by Linens `N Things,
TJMaxx, Old Navy, and OfficeMaxx. The remaining anchors, Party City and
Toys "R" Us, are scheduled to open in July and August, respectively.
This 381,000 square center complements Lakeline Mall, which Simon opened
in October 1995.
Construction continues on The Shops at Sunset Place, a 510,000 square
foot specialty center located in South Miami, Florida. This center is
scheduled to open in October and will feature such tenants as AMC 24
Theatre, NIKETOWN, Virgin Megastore, Z Gallerie, Barnes & Noble, IMAX
Theatre, GameWorks, and FAO Schwarz. This project is already 91% leased
and committed.
We currently have three additional projects under construction or in the
final stages of predevelopment:
* Concord Mills, a 1.4 million square foot value-oriented super
regional mall in Concord (Charlotte), North Carolina, is our fourth
project with the Mills Corporation. Anchor tenants include Books-A-
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Million, Bed Bath & Beyond, TJMaxx, Off Rodeo Drive Beverly Hills, AMC
Theatres, and Host Marriott Services for the food court. It is currently
under construction and will open in the fall of 1999.
* Houston Premium Outlets in Houston, Texas, is our first joint
venture with Chelsea GCA to develop premium manufacturers' outlet
shopping centers. We will own 50% of this project. Anchors committed
to date include Last Call Neiman Marcus Clearance Center and Off 5th-
Saks Fifth Avenue Outlet. This 462,000 square foot center will begin
construction in the summer with projected completion in 1999.
* Our third new development is The Shops at Northeast Plaza, a
359,000 square foot power center that will begin construction mid 1998
for a fall 1999 opening. This center will be located adjacent to
Northeast Mall, a Simon property that will undergo a substantial
redevelopment to be complete in the year 2000.
We are also investigating opportunities for new development in markets
such as Orlando, Philadelphia and Dallas.
Our redevelopment activity is going strong with 23 projects currently
under construction that have targeted 1998 completion dates. Simon's
investment, or share of costs, for these 23 projects is approximately
$240 million. This investment will result in increased sales, occupancy
and rents for these centers and will solidify the market position of
these dominant assets.
Three of the 23 redevelopment projects with 1998 openings are
significant in scope and cost. We've discussed these previously, so I
won't go into a lot of detail; but these projects are:
* Castleton Square in Indianapolis, Indiana, will sport a remodel
with a new food court; Ayres will expand and Lazarus will remodel; and
Galyans and Von Maur, replacing Montgomery Ward, will be added to the
center. Von Maur will also replace Montgomery Ward in Greenwood Park.
This project is scheduled for completion in November.
* Prien Lake Mall in Lake Charles, Louisiana, will also open in
November. We are adding 68,000 square feet of small shops, a new
Dillard's, Sears and food court, and will renovate the mall.
* Richmond Town Square in Cleveland, Ohio, will be our third major
redevelopment to open in November. Richmond Town Square is a perfect
example of Simon's redevelopment program. Due to changing demographics
and shifts in the competitive environment, we can redevelop this
center-add Kaufmann's, the market leader in the department store
category, Barnes & Noble, Sony Theater, and a food court, and remodel
JCPenney and Sears-and increase our trade area by approximately 25%.
This expansion of our trade area will penetrate the better income
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portions of the market, increasing center sales. Post expansion, small
shop occupancy is projected to be in excess of 90% with sales of more
than $300 per square foot.
There are three other major redevelopments that will open after 1998.
* The Florida Mall in Orlando will add a new 200,000 square foot
Burdines and 190,000 square feet of small shop space. JCPenney,
Dillard's, and Saks will also expand. This project will be complete in
November of 1999.
* Mission Viejo Mall in Mission Viejo, California, will add Nordstrom
and Saks, expand Macy's and Robinson-May, and add 150,000 square feet of
small shops. This redevelopment has a targeted completion of September
1999.
* North East Mall in Hurst, Texas, will complete its redevelopment in
the year 2000. The scope of this project includes the addition of
Nordstrom and Saks; Dillard's and JCPenney expansions; and the addition
of small shop GLA with a new food court.
Joint Venture Activities (Rick Sokolov)
Our newest joint venture announcement is the Simon and DLJ Real Estate
venture with Madison Marquette. In the entertainment area, Madison
Marquette is one of the nation's leading upscale specialty retail
development firms. We are trying to expand our operations in these
upscale, open-air retail venues and are pursuing a number of
opportunities that we think have considerable potential.
(David Simon)
I think that one of the things that creates a competitive advantage for
our company is our ability to be in all facets of retail real estate.
You will see new power center development and traditional mall
redevelopment. New specialty center development, especially the Mills
development and Chelsea relationship, also creates a number of unique
opportunities for our company.
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Simon Brand Ventures (David Simon)
Four significant SBV initiatives have been announced in the first
quarter of 1998:
* Our Pepsi relationship, which we are very excited about.
* Browning-Ferris Industries (BFI), one of the nation's leading waste
services companies, will provide waste removal and construction support
services throughout the Simon portfolio.
* We are creating new uses and services in our malls through our
relationship with Cybersmith as well as our alliance with Olsten
corporation, creating in-mall employment centers.
We are very pleased as to the direction that SBV has taken in 1998 in
creating unique sponsorship opportunities, promotional opportunities,
service opportunities, cost savings, as well as new uses for our
centers. We also see significant upside in applying these
initiatives throughout the CPI portfolio.
Conclusion (David Simon)
* We had a strong quarter-increasing FFO per share by 12.5%, which
follows 14.5% growth in the fourth quarter of 1997.
* Our portfolio had continued solid growth-both in terms of occupancy
and sales growth.
* We continued our aggressive acquisition and development pace.
* SBV continued its pursuit of additional revenue generating
alliances.
* The market's receptiveness to the CPI announcement has proved
positive. We have had the opportunity to meet many of the investors to
explain the rationale and what it means for the future of our company.
We are clearly not out to get bigger. What we have been able to
substantiate is that quality of assets and scale of operations mean a
tremendous amount in our business. Having unmatched quality assets and
scale of operations allows us to generate economies of scale and create
both marketing alliances and cost-savings alliances. These factors
allow us to generate increased performance.
* We are well along on our integration plans for the CPI merger and
we expect it to go smoothly.
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