<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
SPG PROPERTIES, INC.
--------------------
(Exact name of registrant as specified in its charter)
Maryland
--------
(State of incorporation or organization)
1-12618
-------
(Commission File No.)
35-1901999
----------
(I.R.S. Employer Identification No.)
National City Center
115 West Washington Street, Suite 15 East
Indianapolis, Indiana 46204
----------------------------
(Address of principal executive offices)
(317) 636-1600
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]
================================================================================
<PAGE>
SPG PROPERTIES, INC.
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
<S> <C>
Part I - Financial Information Page
Item 1: Financial Statements
SPG Properties, Inc.:
Consolidated Condensed Balance Sheets as of September 30, 2000 and
December 31, 1999 3
Consolidated Condensed Statements of Operations for the three-month
and nine-month periods ended September 30, 2000 and 1999 4
Consolidated Condensed Statements of Cash Flows for the nine-month
periods ended September 30, 2000 and 1999 5
Simon Property Group, L.P.:
Consolidated Condensed Balance Sheets as of September 30, 2000 and
December 31, 1999 6
Consolidated Condensed Statements of Operations for the three-month
and nine-month periods ended September 30, 2000 and 1999 7
Consolidated Condensed Statements of Cash Flows for the nine-month
periods ended September 30, 2000 and 1999 8
Notes to Unaudited Consolidated Condensed Financial Statements 9
Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations 18
Item 3: Qualitative and Quantitative Disclosure About Market Risk 22
Part II - Other Information
Items 1 through 6 23
Signature 24
</TABLE>
2
<PAGE>
SPG PROPERTIES, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited and dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------- ------------
<S> <C> <C>
ASSETS:
Investment in the SPG Operating Partnership $ 1,975,958 $ 2,072,450
============= ============
COMMITMENTS AND CONTINGENCIES (See note 11 to the financial statements of the
SPG Operating Partnership)
SHAREHOLDERS' EQUITY:
Series B and C cumulative redeemable preferred stock, 12,200,000 shares authorized,
11,000,000 issued and outstanding 339,799 339,597
Common stock, $.0001 par value, 400,000,000 shares authorized,
and 110,465,544 and 110,473,378 issued and outstanding, respectively 11 11
Class B common stock, $.0001 par value, 12,000,000 shares authorized, 3,200,000
issued and outstanding 1 1
Class C common stock, $.0001 par value, 4,000 shares authorized, issued and
outstanding -- --
Capital in excess of par value 2,248,353 2,257,144
Accumulated deficit (605,666) (508,867)
Unrealized loss on long-term investment -- (3,885)
Unamortized restricted stock award (6,540) (11,551)
------------- ------------
Total shareholders' equity $ 1,975,958 $ 2,072,450
============= ============
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
SPG PROPERTIES, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited and dollars in thousands)
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
-------------------- -------------------
2000 1999 2000 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
EQUITY IN INCOME OF THE SPG
OPERATING PARTNERSHIP 35,699 34,256 97,425 97,712
NET INCOME 35,699 34,256 97,425 97,712
PREFERRED DIVIDENDS (7,333) (7,333) (22,001) (22,001)
------- ------- ------- -------
NET INCOME AVAILABLE TO
COMMON SHAREHOLDERS $28,366 $26,923 $75,424 $75,711
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
SPG PROPERTIES, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited and dollars in thousands)
<TABLE>
<CAPTION>
For the Nine Months Ended September 30,
---------------------------------------
2000 1999
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 97,425 $ 97,712
Adjustments to reconcile net income to net cash provided
by operating activities--
Equity in income of the SPG Operating Partnership (97,425) (97,712)
--------- ---------
Net cash provided by operating activities -- --
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Distributions from the SPG Operating Partnership 194,224 194,233
--------- ---------
Net cash provided by investing activities 194,224 194,233
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Preferred dividends and distributions to shareholders (194,224) (194,233)
--------- ---------
Net cash used in financing activities (194,224) (194,233)
--------- ---------
CHANGE IN CASH AND CASH EQUIVALENTS -- --
CASH AND CASH EQUIVALENTS, beginning of period -- --
--------- ---------
CASH AND CASH EQUIVALENTS, end of period $ -- $ --
========= =========
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
SIMON PROPERTY GROUP, L.P.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited and dollars in thousands)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
----------------- -----------------
<S> <C> <C>
ASSETS:
Investment properties, at cost $ 12,790,497 $ 12,640,146
Less - accumulated depreciation 1,363,346 1,093,103
----------------- -----------------
11,427,151 11,547,043
Cash and cash equivalents 104,324 153,743
Tenant receivables and accrued revenue, net 233,558 287,950
Notes and advances receivable from Management Company and affiliate 167,866 162,082
Note receivable from the SRC Operating Partnership (Interest at 8%, due 2009) 24,498 9,848
Investments in unconsolidated entities, at equity 1,439,929 1,519,504
Other investment -- 41,902
Goodwill, net 38,677 39,556
Deferred costs and other assets 250,361 249,168
Minority interest, net 42,221 35,931
----------------- -----------------
Total assets $ 13,728,585 $ 14,046,727
================= =================
LIABILITIES:
Mortgages and other indebtedness $ 8,792,597 $ 8,768,841
Accounts payable and accrued expenses 435,007 477,780
Cash distributions and losses in partnerships and joint ventures, at equity 45,034 32,995
Other liabilities 143,958 213,874
----------------- -----------------
Total liabilities 9,416,596 9,493,490
----------------- -----------------
COMMITMENTS AND CONTINGENCIES (Note 11)
PARTNERS' EQUITY:
Preferred units, 22,049,570 and 22,066,056 units outstanding, respectively 1,028,368 1,032,320
General Partners, 170,263,774 and 171,494,311 units outstanding, respectively 2,460,572 2,631,618
Limited Partners, 64,966,226 and 65,444,680 units outstanding, respectively 938,861 1,004,263
Note receivable from SPG (Interest at 7.8%, due 2009) (92,825) (92,825)
Unamortized restricted stock award (22,987) (22,139)
----------------- -----------------
Total partners' equity 4,311,989 4,553,237
----------------- -----------------
Total liabilities and partners' equity $ 13,728,585 $ 14,046,727
================= =================
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE>
SIMON PROPERTY GROUP, L.P.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited and dollars in thousands, except per unit amounts)
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
-------------------- ------------------------
2000 1999 2000 1999
-------- -------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUE:
Minimum rent $296,897 $278,126 $ 881,792 $ 822,117
Overage rent 9,657 12,238 28,329 40,161
Tenant reimbursements 143,872 155,336 439,726 429,817
Other income 40,048 21,213 98,542 69,431
-------- -------- ---------- ----------
Total revenue 490,474 466,913 1,448,389 1,361,526
-------- -------- ---------- ----------
EXPENSES:
Property operating 77,183 75,656 230,133 214,801
Depreciation and amortization 106,038 92,465 301,789 269,879
Real estate taxes 48,400 47,622 144,739 137,463
Repairs and maintenance 15,839 15,275 51,337 51,927
Advertising and promotion 11,114 15,746 42,038 44,979
Provision for credit losses 3,275 1,985 7,632 6,693
Other 7,100 5,286 22,075 19,709
-------- -------- ---------- ----------
Total operating expenses 268,949 254,035 799,743 745,451
-------- -------- ---------- ----------
OPERATING INCOME 221,525 212,878 648,646 616,075
INTEREST EXPENSE 161,049 144,091 475,563 428,149
-------- -------- ---------- ----------
INCOME BEFORE MINORITY INTEREST 60,476 68,787 173,083 187,926
MINORITY INTEREST (2,659) (2,236) (7,446) (7,739)
GAIN (LOSS) ON SALES OF ASSET, NET OF ASSET WRITE
DOWNS OF $0, $10,572 AND $0, RESPECTIVELY 151 -- 8,809 (4,188)
-------- -------- ---------- ----------
INCOME BEFORE UNCONSOLIDATED ENTITIES 57,968 66,551 174,446 175,999
INCOME FROM UNCONSOLIDATED ENTITIES 20,400 17,613 53,613 42,538
-------- -------- ---------- ----------
INCOME BEFORE EXTRAORDINARY ITEMS AND CUMULATIVE
EFFECT OF ACCOUNTING CHANGE AND UNUSUAL ITEM 78,368 84,164 228,059 218,537
UNUSUAL ITEM -- (12,000) -- (12,000)
EXTRAORDINARY ITEMS - DEBT RELATED TRANSACTIONS -- (410) (440) (2,227)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE (Note 6) -- -- (12,311) --
-------- -------- ---------- ----------
NET INCOME 78,368 71,754 215,308 204,310
PREFERRED DIVIDENDS (19,334) (16,690) (58,074) (50,518)
-------- -------- ---------- ----------
NET INCOME AVAILABLE TO UNITHOLDERS $ 59,034 $ 55,064 $ 157,234 $ 153,792
======== ======== ========== ==========
NET INCOME AVAILABLE TO UNITHOLDERS ATTRIBUTABLE TO:
General Partners:
SPG (Managing General Partner) $ 14,346 $ 12,879 $ 38,398 $ 35,279
SPG Properties and SD Property Group (Note 10) 28,366 26,923 75,424 75,711
Limited Partners 16,322 15,262 43,412 42,802
-------- -------- ---------- ----------
Net income $ 59,034 $ 55,064 $ 157,234 $ 153,792
======== ======== ========== ==========
BASIC EARNINGS PER UNIT:
Income before extraordinary items and cumulative $ 0.25 $ 0.24 $ 0.71 $ 0.68
effect of accounting change
Extraordinary items -- -- -- (0.01)
Cumulative effect of accounting change -- -- (0.05) --
-------- -------- ---------- ----------
Net income $ 0.25 $ 0.24 $ 0.66 $ 0.67
======== ======== ========== ==========
DILUTED EARNINGS PER UNIT:
Income before extraordinary items and cumulative $ 0.25 $ 0.24 $ 0.71 $ 0.68
effect of accounting change
Extraordinary items -- -- -- (0.01)
Cumulative effect of accounting change -- -- (0.05) --
-------- -------- ---------- ----------
Net income $ 0.25 $ 0.24 $ 0.66 $ 0.67
======== ======== ========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
7
<PAGE>
SIMON PROPERTY GROUP, L.P.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited and dollars in thousands)
<TABLE>
<CAPTION>
For the Nine Months Ended September 30,
----------------------------------------
2000 1999
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 215,308 $ 204,310
----------- -----------
Adjustments to reconcile net income to net cash provided
by operating activities--
Depreciation and amortization 309,388 278,313
Extraordinary items - debt related transactions 440 2,227
Unusual item -- 12,000
(Gain) loss on sales of assets, net of asset write downs of $10,572
and $0, respectively (8,809) 4,188
Cumulative effect of accounting change 12,311 --
Straight-line rent (12,045) (13,661)
Minority interest 7,446 7,739
Equity in income of unconsolidated entities (53,613) (42,538)
Changes in assets and liabilities--
Tenant receivables and accrued revenue 54,752 (24,612)
Deferred costs and other assets (8,214) (22,676)
Accounts payable, accrued expenses and other liabilities (95,687) 34,588
----------- -----------
Net cash provided by operating activities 421,276 439,878
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions -- (265,715)
Capital expenditures (300,936) (347,020)
Cash from acquisitions, and consolidation of joint ventures, net -- 10,812
Net proceeds from sales of assets 114,284 42,000
Net proceeds from sale of investment 49,998 --
Investments in unconsolidated entities (105,751) (55,991)
Note payment from the SRC Operating Partnership -- 20,565
Loan to the SRC Operating Partnership (14,650) --
Distributions from unconsolidated entities 233,276 191,442
Advances to the Management Company and affiliates (5,784) (24,360)
----------- -----------
Net cash used in investing activities (29,563) (428,267)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury units and limited partner units (50,828) --
Partnership contributions, net 387 1,407
Partnership distributions (400,368) (401,803)
Minority interest distributions, net (13,287) (12,188)
Note payment to the SRC Operating Partnership -- (15,164)
Mortgage and other note proceeds, net of transaction costs 1,341,735 1,658,633
Mortgage and other note principal payments (1,318,771) (1,272,842)
----------- -----------
Net cash used in financing activities (441,132) (41,957)
----------- -----------
DECREASE IN CASH AND CASH EQUIVALENTS (49,419) (30,346)
CASH AND CASH EQUIVALENTS, beginning of period 153,743 124,466
----------- -----------
CASH AND CASH EQUIVALENTS, end of period $ 104,324 $ 94,120
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
8
<PAGE>
SPG PROPERTIES, INC.
Notes to Unaudited Consolidated Condensed Financial Statements
(Dollars in thousands, except per share amounts)
Note 1 - Organization
SPG Properties, Inc. ("SPG Properties"), formerly Simon DeBartolo Group,
Inc. ("SDG"), is a substantially wholly-owned subsidiary of Simon Property
Group, Inc. ("SPG"). SPG Properties and SPG are both self-administered and self-
managed real estate investment trusts ("REITs") under the Internal Revenue Code
of 1986, as amended. SPG Properties is a general partner of, and holds a
noncontrolling partnership interest in, Simon Property Group, L.P. (the "SPG
Operating Partnership"), as of September 30, 2000 and December 31, 1999. The SPG
Operating Partnership is engaged in the ownership, operation, management,
leasing, acquisition, expansion and development of real estate properties,
primarily regional malls and community shopping centers. SPG is the managing
general partner of the SPG Operating Partnership. Each share of common stock of
SPG is paired with a beneficial interest in 1/100th of a share of common stock
of SPG Realty Consultants, Inc. ("SRC" and together with SPG, the "Companies").
As of September 30, 2000, the SPG Operating Partnership owned or held an
interest in 251 income-producing properties, which consisted of 165 regional
malls, 73 community shopping centers, five specialty retail centers, four mixed-
use properties and four value-oriented super-regional malls in 36 states (the
"Properties") and five additional retail real estate properties operating in
Europe. The SPG Operating Partnership also owned an interest in two properties
currently under construction and 10 parcels of land held for future development,
which together with the Properties are hereafter referred to as the "Portfolio
Properties". The SPG Operating Partnership also holds substantially all of the
economic interest in M.S. Management Associates, Inc. At September 30, 2000 and
December 31, 1999, SPG Properties' direct and indirect ownership interest in the
SPG Operating Partnership was 48.3% and 48.0%, respectively.
Note 2 - Basis of Presentation
The accompanying consolidated condensed financial statements are unaudited;
however, they have been prepared in accordance with generally accepted
accounting principles for interim financial information and in conjunction with
the rules and regulations of the Securities and Exchange Commission.
Accordingly, they do not include all of the disclosures required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting solely of normal recurring matters)
necessary for a fair presentation of the consolidated condensed financial
statements for these interim periods have been included. The results for the
interim period ended September 30, 2000 are not necessarily indicative of the
results to be obtained for the full fiscal year. These unaudited consolidated
condensed financial statements should be read in conjunction with SPG
Properties' December 31, 1999 audited financial statements and notes thereto
included in its Annual Report on Form 10-K. The accompanying consolidated
condensed financial statements of SPG Properties include accounts of all
entities owned or controlled by SPG Properties. All significant intercompany
amounts have been eliminated.
Net operating results of the SPG Operating Partnership are allocated to its
partners based first on their preferred unit preference and then on their
remaining weighted average ownership interest in the SPG Operating Partnership
during the period. SPG Properties' remaining weighted average ownership interest
in the SPG Operating Partnership for the three-month periods ended September 30,
2000 and 1999 was 48.1% and 48.9%, respectively. SPG Properties' remaining
weighted average ownership interest in the SPG Operating Partnership for the
nine-month periods ended September 30, 2000 and 1999 was 48.0% and 49.2%,
respectively.
Note 3 - Per Share Data
Because substantially all of the common stock of SPG Properties is owned by
SPG, SPG Properties does not report earnings per share.
9
<PAGE>
Note 4 - Merger
Prior to February 29, 2000, SD Property Group, Inc. was a general partner of
the SPG Operating Partnership and a substantially wholly-owned subsidiary of SPG
Properties. On February 29, 2000, SD Property Group, Inc. merged with and into
SPG Properties.
Note 5 - Shareholders' Equity
The following table summarizes the changes in shareholders' equity since
December 31, 1999.
<TABLE>
<CAPTION>
All Classes Capital in Unrealized Unamortized Total
Preferred of Common Excess of Accumulated Loss on Restricted Shareholders'
Stock Stock Par Deficit Investment (1) Stock Award Equity
--------- ----------- ---------- ----------- -------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1999 $339,597 $12 $2,257,144 $(508,867) $(3,885) $(11,551) $2,072,450
Restricted stock forfeitures
(7,834 shares) (251) 251 --
Amortization of stock incentive 4,760 4,760
Preferred stock accretion 202 202
Adjustment to allocate net
equity of the SPG Operating
Partnership (8,540) (8,540)
Distributions (194,224) (194,224)
-------- --- ---------- --------- ------- -------- ----------
Subtotal 339,799 12 2,248,353 (703,091) (3,885) (6,540) 1,874,648
Comprehensive Income:
---------------------
Unrealized gain on investment (1) 3,885 3,885
Net income 97,425 97,425
-------- --- ---------- --------- ------- -------- ----------
Total Comprehensive Income -- -- -- 97,425 3,885 -- 101,310
-------- --- ---------- --------- ------- -------- ----------
Balance at September 30, 2000 $339,799 $12 $2,248,353 $(605,666) $ -- $ (6,540) $1,975,958
======== === ========== ========= ======= ======== ==========
</TABLE>
(1) Amounts consist of the unrealized loss resulting from the change in market
value of 1,408,450 shares of common stock of Chelsea GCA Realty, Inc.
("Chelsea"), a publicly traded REIT. On July 31,2000, Simon Group sold
these shares for $50,000 which equaled Simon Group's original investment.
No gain or loss was recognized on the transaction. The net proceeds were
used for general corporate purposes.
The footnotes summarizing the significant accounting policies of and other
matters pertinent to the SPG Operating Partnership follow and should be read in
conjunction with the financial statements and footnotes of SPG Properties.
10
<PAGE>
SIMON PROPERTY GROUP, L.P.
Notes to Unaudited Consolidated Condensed Financial Statements
(Dollars in thousands, except per Unit amounts)
Note 1 - Organization
Simon Property Group, L.P. (the "SPG Operating Partnership"), a Delaware
limited partnership, is a majority owned subsidiary of Simon Property Group,
Inc. ("SPG"), a Delaware corporation. SPG is a self-administered and self-
managed real estate investment trust ("REIT") under the Internal Revenue Code of
1986, as amended (the "Code"). Each share of common stock of SPG is paired
("Paired Shares") with a beneficial interest in 1/100th of a share of common
stock of SPG Realty Consultants, Inc., also a Delaware corporation ("SRC").
Units of ownership interest ("Units") in the SPG Operating Partnership are
paired ("Paired Units") with a Unit in SPG Realty Consultants, L.P. (the "SRC
Operating Partnership" and together with the SPG Operating Partnership, the
"Operating Partnerships"). The SRC Operating Partnership is the primary
subsidiary of SRC.
The SPG Operating Partnership is engaged primarily in the ownership,
operation, management, leasing, acquisition, expansion and development of real
estate properties, primarily regional malls and community shopping centers. As
of September 30, 2000, the SPG Operating Partnership owned or held an interest
in 251 income-producing properties, which consisted of 165 regional malls, 73
community shopping centers, five specialty retail centers, four mixed-use
properties and four value-oriented super-regional malls in 36 states (the
"Properties") and five additional retail real estate properties operating in
Europe. The SPG Operating Partnership also owned an interest in two properties
under construction and 10 parcels of land held for future development, which
together with the Properties are hereafter referred to as the "Portfolio
Properties". The SPG Operating Partnership also holds substantially all of the
economic interest in M.S. Management Associates, Inc. (the "Management
Company").
Note 2 - Basis of Presentation
The accompanying consolidated condensed financial statements are unaudited;
however, they have been prepared in accordance with generally accepted
accounting principles for interim financial information and in conjunction with
the rules and regulations of the Securities and Exchange Commission.
Accordingly, they do not include all of the disclosures required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments necessary for fair presentation, consisting of
only normal recurring adjustments, have been included. The results for the
interim period ended September 30, 2000 are not necessarily indicative of the
results to be obtained for the full fiscal year. These unaudited financial
statements have been prepared in accordance with the accounting policies
described in the SPG Operating Partnership's annual report on Form 10-K for the
year ended December 31, 1999 and should be read in conjunction therewith.
The accompanying consolidated condensed financial statements of the SPG
Operating Partnership include all accounts of all entities owned or controlled
by the SPG Operating Partnership. All significant intercompany amounts have been
eliminated.
Net operating results of the SPG Operating Partnership are allocated after
preferred distributions, based on its partners' weighted average ownership
interests during the period. SPG's remaining direct and indirect weighted
average ownership interests in the SPG Operating Partnership for the three-month
periods ended September 30, 2000 and September 30, 1999 were 72.3%. SPG's
remaining direct and indirect weighted average ownership interests in the SPG
Operating Partnership for the nine-month periods ended September 30, 2000 and
September 30, 1999 were 72.4% and 72.2%, respectively.
11
<PAGE>
Note 3 - Reclassifications
Certain reclassifications of prior period amounts have been made in the
financial statements to conform to the 2000 presentation. These
reclassifications have no impact on the net operating results previously
reported.
Note 4 - Per Unit Data
Basic earnings per Unit is based on the weighted average number of Units
outstanding during the period and diluted earnings per Unit is based on the
weighted average number of Units outstanding combined with the incremental
weighted average Units that would have been outstanding if all dilutive
potential Units would have been converted into Units at the earliest date
possible. None of the convertible preferred Units issued and outstanding during
the comparative periods had a dilutive effect on earnings per Unit. The increase
in weighted average Units outstanding under the diluted method over the basic
method in every period presented for the SPG Operating Partnership is due
entirely to the effect of outstanding stock options. Basic earnings and diluted
earnings were the same for all periods presented. The following table presents
weighted average and diluted weighted average Units outstanding:
<TABLE>
<CAPTION>
For the Three Months Ended For the Nine Months Ended
----------------------------- -----------------------------
September 30, September 30, September 30, September 30,
2000 1999 2000 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Weighted Average Units Outstanding 236,491,268 232,636,887 236,973,511 230,933,329
Diluted Weighted Average Units Outstanding 236,593,972 232,707,718 237,069,952 231,072,059
</TABLE>
Note 5 - Cash Flow Information
Cash paid for interest, net of amounts capitalized, during the nine months
ended September 30, 2000 was $480,802 as compared to $411,476 for the same
period in 1999. Accrued and unpaid distributions were $19,044 and $876 at
September 30, 2000 and December 31, 1999, respectively. See Note 10 for
information about non-cash transactions during the nine months ended September
30, 2000.
Note 6 - Cumulative Effect of Accounting Change
On December 3, 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 ("SAB 101"), which addressed certain revenue
recognition policies, including the accounting for overage rent by a landlord.
SAB 101 requires overage rent to be recognized as revenue only when each
tenant's sales exceed its sales threshold. The SPG Operating Partnership
previously recognized overage rent based on reported and estimated sales through
the end of the period, less the applicable prorated base sales amount. The SPG
Operating Partnership adopted SAB 101 effective January 1, 2000 and recorded a
loss from the cumulative effect of an accounting change of $12,311, which
includes the SPG Operating Partnership's $1,765 share from unconsolidated
entities. In addition, SAB 101 will impact the timing in which overage rent is
recognized throughout each year, but will not have a material impact on the
total overage rent recognized in each full year. The SPG Operating Partnership
estimates the pro forma negative impact of adopting SAB 101 on combined net
income for the three-month and nine-month periods ended September 30, 2000 to be
approximately $2,800 and $14,100 respectively. The negative impact on earnings
per unit for the three-month and nine-month periods ended September 30, 2000
was approximately $0.01 and $0.06, respectively.
Note 7 - Gain on Sales of Assets, net of Asset Write Downs
During the first nine months of 2000, the SPG Operating Partnership sold
its interests in two regional malls, four community shopping centers and an
office building for a total of approximately $142,575, including the buyer's
assumption of approximately $25,900 of mortgage debt, which resulted in a net
gain of $19,381. The net proceeds of $114,284, were used to reduce the
outstanding borrowings on its $1,250,000 unsecured revolving credit facility
(the "Credit Facility"), to repurchase Paired Units, and for general corporate
purposes. In addition, during the second quarter of 2000, the SPG Operating
Partnership recognized a total asset write down of $10,572 on two Properties.
Both of the Properties are under contract for sale. The estimated sale price,
net of estimated closing costs, for each of the Properties was the basis for
determining the fair values of the Properties and the related asset write downs.
12
<PAGE>
Note 8 - Investments in Unconsolidated Entities
Summary financial information of the SPG Operating Partnership's investment
in partnerships and joint ventures accounted for using the equity method of
accounting and a summary of the SPG Operating Partnership's investment in and
share of income from such partnerships and joint ventures follow:
<TABLE>
<CAPTION>
September 30, December 31,
BALANCE SHEETS 2000 1999
------------- ------------
<S> <C> <C>
Assets:
Investment properties at cost, net $6,516,545 $6,471,992
Other assets 502,434 495,497
---------- ----------
Total assets $7,018,979 $6,967,489
========== ==========
Liabilities and Partners' Equity:
Mortgages and other notes payable $4,722,728 $4,484,598
Accounts payable, accrued expenses and other liabilities 262,450 291,213
---------- ----------
Total liabilities $4,985,178 $4,775,811
Partners' equity 2,033,801 2,191,678
---------- ----------
Total liabilities and partners' equity $7,018,979 $6,967,489
========== ==========
The SPG Operating Partnership's Share of:
Total assets $2,851,693 $2,834,236
========== ==========
The SPG Operating Partnership's net Investment in Joint Ventures $1,372,321 $1,479,676
========== ==========
</TABLE>
<TABLE>
<CAPTION>
For the Three Months Ended For the Nine months ended
September 30, September 30,
-------------------------- -------------------------
<S> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS 2000 1999 2000 1999
-------- -------- -------- --------
Revenue:
Minimum rent $191,268 $133,510 $555,719 $386,002
Overage rent 5,476 5,715 14,504 14,236
Tenant reimbursements 94,082 64,196 278,192 183,882
Other income 20,076 10,678 39,975 25,830
-------- -------- -------- --------
Total revenue 310,902 214,099 888,390 609,950
Operating Expenses:
Operating expenses and other 112,656 75,328 334,104 217,965
Depreciation and amortization 62,487 38,076 174,258 109,141
-------- -------- -------- --------
Total operating expenses 175,143 113,404 508,362 327,106
-------- -------- -------- --------
Operating Income 135,759 100,695 380,028 282,844
Interest Expense 91,094 58,557 262,232 155,773
-------- -------- -------- --------
Net Income 44,665 42,138 117,796 127,071
Third Party Investors' Share of Net Income 25,889 25,499 68,507 77,938
-------- -------- -------- --------
The SPG Operating Partnership's Share of Net Income 18,776 16,639 49,289 49,133
Amortization of Excess Investment (See below) (5,467) (5,347) (16,050) (17,010)
-------- -------- -------- --------
Income from Unconsolidated Entities $ 13,309 $ 11,292 $ 33,239 $ 32,123
======== ======== ======== ========
</TABLE>
As of September 30, 2000 and December 31, 1999, the unamortized excess of
the SPG Operating Partnership's investment over its share of the equity in the
underlying net assets of the partnerships and joint ventures ("Excess
Investment") was $560,646 and $592,457, respectively, which is amortized over
the life of the related Properties.
The SPG Operating Partnership's share of consolidated net income of the
Management Company, after intercompany profit eliminations, was $7,091 and
$6,321 for the three-month periods ended September 30, 2000 and 1999,
respectively, and $20,374 and $10,415 for the nine-month periods ended September
30, 2000 and 1999, respectively. The SPG Operating Partnership's investment in
the Management Company was $22,574 and $6,833 as of September 30, 2000 and
December 31, 1999, respectively.
13
<PAGE>
Note 9 - Debt
At September 30, 2000, the SPG Operating Partnership had combined
consolidated debt of $8,792,597, of which $6,132,692 was fixed-rate debt and
$2,659,905 was variable-rate debt. The SPG Operating Partnership's pro rata
share of indebtedness of the unconsolidated joint venture Properties as of
September 30, 2000 was $1,993,834. As of September 30, 2000, the SPG Operating
Partnership had interest-rate protection agreements related to $404,200 of its
combined consolidated variable-rate debt. The agreements are generally in effect
until the related variable-rate debt matures. The SPG Operating Partnership's
hedging activity did not materially impact interest expense in the comparative
periods.
On March 24, 2000, the SPG Operating Partnership refinanced $450,000 of
unsecured debt, which became due and bore interest at LIBOR plus 65 basis
points. The new facility matures March 2001 and also bears interest at LIBOR
plus 65 basis points. In addition, during September 2000, the SPG Operating
Partnership refinanced $500,000 of unsecured debt, which became due and bore
interest at LIBOR plus 65 basis points, with a new $475,000 facility and
borrowings from the Credit Facility. The new $475,000 facility matures September
2001 and bears interest at LIBOR plus 65 basis points.
14
<PAGE>
Note 10 - Partners' Equity
The following table summarizes the changes in the Partners' equity since
December 31, 1999.
<TABLE>
<CAPTION>
General Partners
------------------------
Managing SPG Properties Unamortized Note Total
Preferred General and SD (1) Limited Restricted Receivable Partners'
Units Partner Partners Stock Award from SPG Equity
---------- -------- -------------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1999 $1,032,320 $887,214 $ 1,744,404 $1,004,263 $ (22,139) $ (92,825) $4,553,237
Managing General Partner Contributions
(13,360 Units) 400 400
Conversion of 2,212 Series A Preferred
Units into 84,046 Units (2) (2,827) 2,819 (8)
Units issued as dividend (1,242 Units) (2) 31 31
Conversion of 14,274 Series B Preferred
Units into 36,913 Units (3) (1,327) 1,324 (3)
Stock incentive program (421,502 Units,
net of forfeitures) 9,915 (251) (9,703) (39)
Amortization of stock incentive 8,855 8,855
Units purchased by subsidiary (191,500
Units) (4,522) (4,522)
Treasury Units purchased (1,596,100 Units) (39,854) (39,854)
Other (Accretion of Preferred Units, and
478,455 limited partner Units redeemed) 202 (11,183) (10,981)
Adjustment to allocate net equity of the
SPG Operating Partnership 9,302 (8,540) (762) --
Distributions (58,074) (89,121) (172,223) (99,115) (418,533)
---------- -------- -------------- ---------- ----------- ----------- ----------
Subtotal 970,294 777,508 1,563,390 893,203 (22,987) (92,825) 4,088,583
Comprehensive Income:
--------------------
Unrealized loss on long-term investment (4) 1,967 3,885 2,246 8,098
Net income 58,074 38,398 75,424 43,412 215,308
---------- -------- -------------- ---------- ----------- ----------- ----------
Total Comprehensive Income 58,074 40,365 79,309 45,658 -- -- 223,406
---------- -------- -------------- ---------- ----------- ----------- ----------
Balance at September 30, 2000 $1,028,368 $817,873 $ 1,642,699 $ 938,861 $ (22,987) $ (92,825) $4,311,989
========== ======== ============== ========== =========== =========== ==========
</TABLE>
(1) SPG Properties, Inc. ("SPG Properties") and SD Property Group, Inc. ("SD"),
the nonmanaging general partners, merged on February 29, 2000.
(2) Effective June 16, 2000, 2,212 Series A Convertible Preferred Units were
converted into 84,046 Units. In addition, the SPG Operating Partnership
issued 1,242 Units to the holders of the converted Units in lieu of the
cash dividends allocable to those preferred Units. At September 30, 2000,
51,059 Series A Convertible Preferred Units remained outstanding.
(3) On March 1, 2000, 14,274 Series B Convertible Preferred Units were
converted into 36,913 Units. At September 30, 2000, 4,830,057 Series B
Convertible Preferred Units remained outstanding.
(4) Amounts consist of the SPG Operating Partnership's pro rata share of the
unrealized gain resulting from the change in market value of 1,408,450
shares of common stock of Chelsea GCA Realty, Inc. ("Chelsea"), a publicly
traded REIT. On July 31, 2000, the SPG Operating Partnership sold these
shares for $50,000, which equaled the SPG Operating Partnership's original
investment. No gain or loss was recognized on the transaction. The net
proceeds were used for general corporate purposes.
15
<PAGE>
The Simon Property Group 1998 Stock Incentive Plan
At the time of the CPI Merger, the SPG Operating Partnership and SPG
adopted The Simon Property Group 1998 Stock Incentive Plan (the "1998 Plan").
The 1998 Plan provides for the grant of equity-based awards during the ten-year
period following its adoption in the form of options to purchase Paired Shares
("Options"), stock appreciation rights ("SARs"), restricted stock grants and
performance unit awards (collectively, "Awards"). Options may be granted which
are qualified as "incentive stock options" within the meaning of Section 422 of
the Code and Options which are not so qualified. During 2000, 421,502 Paired
Shares of restricted stock were awarded, net of forfeitures, to executives
related to 1999 performance. As of September 30, 2000, 2,246,588 Paired Shares
of restricted stock, net of forfeitures, were deemed earned and awarded under
the 1998 Plan. Approximately $2,895 and $2,604 relating to these programs were
amortized in the three-month periods ended September 30, 2000 and 1999,
respectively. Approximately $8,855 and $7,971 relating to these programs were
amortized in the nine-month periods ended September 30, 2000 and 1999,
respectively. The cost of restricted stock grants, which is based upon the
stock's fair market value at the time such stock is earned, awarded and issued,
is charged to shareholders' equity and subsequently amortized against earnings
of the SPG Operating Partnership over the vesting period.
Note 11 - Commitments and Contingencies
Litigation
Triple Five of Minnesota, Inc., a Minnesota corporation, v. Melvin Simon,
et. al. On or about November 9, 1999, Triple Five of Minnesota, Inc. ("Triple
Five") commenced an action in the District Court for the State of Minnesota,
Fourth Judicial District, against, among others, Mall of America, certain
members of the Simon family and entities allegedly controlled by such
individuals, and the SPG Operating Partnership. Two transactions form the basis
of the complaint: (i) the sale by Teachers Insurance and Annuity Association of
America of one-half of its partnership interest in Mall of America Company and
Minntertainment Company to the SPG Operating Partnership and related entities
(the "Teachers Sale"); and (ii) a financing transaction involving a loan in the
amount of $312,000 obtained from The Chase Manhattan Bank ("Chase") that is
secured by a mortgage placed on Mall of America's assets (the "Chase Mortgage").
The complaint, which contains twelve counts, seeks remedies of damages,
rescission, constructive trust, accounting, and specific performance. Although
the complaint names all defendants in several counts, the SPG Operating
Partnership is specifically identified as a defendant in connection with the
Teachers Sale.
The SPG Operating Partnership has agreed to indemnify Chase and other
nonparties to the litigation that are related to the offering of certificates
secured by the Chase Mortgage against, among other things, (i) any and all
litigation expenses arising as a result of litigation or threatened litigation
brought by Triple Five, or any of its owners or affiliates, against any person
regarding the Chase Mortgage, the Teachers Sale, any securitization of the Chase
Mortgage or any transaction related to the foregoing and (ii) any and all
damages, awards, penalties or expenses payable to or on behalf of Triple Five
(or payable to a third party as a result of such party's obligation to pay
Triple Five) arising out of such litigation. These indemnity obligations do not
extend to liabilities covered by title insurance.
The SPG Operating Partnership believes that the Triple Five litigation is
without merit and intends to defend the action vigorously. The SPG Operating
Partnership believes that neither the Triple Five litigation nor any potential
payments under the indemnity, if any, will have a material adverse effect on the
SPG Operating Partnership. Given the early stage of the litigation it is not
possible to provide an assurance of the ultimate outcome of the litigation or an
estimate of the amount or range of potential loss, if any.
Carlo Angostinelli et al. v. DeBartolo Realty Corp. et al. On October 16,
1996, a complaint was filed in the Court of Common Pleas of Mahoning County,
Ohio, captioned Carlo Angostinelli et al. v. DeBartolo Realty Corp. et al. The
named defendants are SD Property Group, Inc., an indirect 99%-owned subsidiary
of SPG, and DeBartolo Properties Management, Inc., a subsidiary of the
Management Company, and the plaintiffs are 27 former employees of the
defendants. In the complaint, the plaintiffs alleged that they were recipients
of deferred stock grants under the DeBartolo Realty Corporation ("DRC") Stock
Incentive Plan (the "DRC Plan") and that these grants immediately vested under
the DRC Plan's "change in control" provision as a result of the DRC Merger.
Plaintiffs asserted that the defendants' refusal to issue them approximately
542,000 shares of DRC common stock, which is equivalent to approximately 370,000
Paired Shares computed at the 0.68 exchange ratio used in the DRC Merger,
constituted a breach of contract and a breach of the implied covenant of good
faith and fair dealing under Ohio law. Plaintiffs sought damages equal to such
number of shares of DRC common stock, or cash in lieu thereof, equal to all
deferred stock ever granted to them under the DRC Plan, dividends on such stock
from the time of the grants, compensatory damages for breach of the implied
covenant of good faith and fair dealing, and punitive damages. The plaintiffs
and the defendants each filed motions for summary judgment. On October 31, 1997,
the Court of Common Pleas entered a judgment in favor of the defendants granting
16
<PAGE>
their motion for summary judgment. The plaintiffs appealed this judgment to the
Seventh District Court of Appeals in Ohio. On August 18, 1999, the District
Court of Appeals reversed the summary judgement order in favor of the defendants
entered by the Common Pleas Court and granted plaintiffs' cross motion for
summary judgement, remanding the matter to the Common Pleas Court for the
determination of plaintiffs' damages. The defendants petitioned the Ohio Supreme
Court asking that they exercise their discretion to review and reverse the
Appellate Court decision, but the Ohio Supreme court did not grant the petition
for review. The case has been remanded to the Court of Common Pleas of Mahoning
County, Ohio, to conduct discovery relevant to each plaintiff's damages and the
counterclaims asserted by the SPG Operating Partnership. The Trial Court
referred these matters to a Magistrate. Plaintiffs have filed a Supplemental
Motion for Summary Judgement on the question of damages. That motion has been
fully briefed and is pending before the Magistrate. The Magistrate has ruled on
the counterclaims and found in Defendants' favor on one of them. This ruling
would result in a set-off of approximately $2,000 against any damage award
assessed in favor of two of the plaintiffs. As a result of the appellate court's
decision, by the SPG Operating Partnership recorded a $12,000 loss in the third
quarter of 1999 related to this litigation as an unusual item.
Roel Vento et al v. Tom Taylor et al. An affiliate of the SPG Operating
Partnership is a defendant in litigation entitled Roel Vento et al v. Tom Taylor
et al., in the District Court of Cameron County, Texas, in which a judgment in
the amount of $7,800 was entered against all defendants. This judgment includes
approximately $6,500 of punitive damages and is based upon a jury's findings on
four separate theories of liability including fraud, intentional infliction of
emotional distress, tortious interference with contract and civil conspiracy
arising out of the sale of a business operating under a temporary license
agreement at Valle Vista Mall in Harlingen, Texas. The SPG Operating Partnership
appealed the verdict and on May 6, 1999, the Thirteenth Judicial District
(Corpus Christi) of the Texas Court of Appeals issued an opinion reducing the
trial court verdict to $3,364 plus interest. The SPG Operating Partnership filed
a petition for a writ of certiorari to the Texas Supreme Court requesting that
they review and reverse the determination of the Appellate Court. The Texas
Supreme Court granted certiorari and heard oral arguments on October 4, 2000. A
decision is expected to be rendered within the next few months. Management,
based upon the advice of counsel, believes that the ultimate outcome of this
action will not have a material adverse effect on the SPG Operating Partnership.
The SPG Operating Partnership currently is not subject to any other
material litigation other than routine litigation and administrative proceedings
arising in the ordinary course of business. On the basis of consultation with
counsel, management believes that such routine litigation and administrative
proceedings will not have a material adverse impact the SPG Operating
Partnership 's financial position or its results of operations.
Note 12 - New Accounting Pronouncements
On June 15, 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities ("SFAS 133"). SFAS 133 establishes accounting
and reporting standards requiring that every derivative instrument (including
certain derivative instruments embedded in other contracts) be recorded in the
balance sheet as either an asset or liability measured at its fair value. SFAS
133 requires that changes in the derivative's fair value be recognized currently
in earnings unless specific hedge accounting criteria are met. Special
accounting for qualifying hedges allows a derivative's gains and losses to
offset related results on the hedged item in the income statement, and requires
that a company formally document, designate, and assess the effectiveness of
transactions that receive hedge accounting.
SFAS 133 will be effective for the SPG Operating Partnership beginning with
the 2001 fiscal year and may not be applied retroactively. Management is
currently evaluating the impact of SFAS 133, which it believes could increase
volatility in earnings and other comprehensive income.
17
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Certain statements made in this report may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the SPG Operating Partnership to be materially different from
any future results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the following:
general economic and business conditions, which will, among other things, affect
demand for retail space or retail goods, availability and creditworthiness of
prospective tenants, lease rents and the terms and availability of financing;
adverse changes in the real estate markets including, among other things,
competition with other companies and technology; risks of real estate
development and acquisition; governmental actions and initiatives; substantial
indebtedness; conflicts of interests; maintenance of REIT status; and
environmental/safety requirements.
Overview
The following Property acquisitions, openings and dispositions (the
"Property Transactions") impacted the SPG Operating Partnership's consolidated
results of operations in the comparative periods. During 1999, the SPG Operating
Partnership acquired the remaining ownership interests in five Properties for
approximately $213.9 million, which resulted in the consolidation of each of
those Properties. In November 1999, the SPG Operating Partnership opened the
following wholly-owned Properties: The Shops at North East Mall and Waterford
Lakes Town Center. During 2000, the SPG Operating Partnership sold its interests
in seven Properties for approximately $142.6 million, including the buyer's
assumption of $25.9 million of mortgage debt.
Cumulative Effect of Accounting Change
On December 3, 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 ("SAB 101"), which addressed certain revenue
recognition policies, including the accounting for overage rent by a landlord.
SAB 101 requires overage rent to be recognized as revenue only when each
tenant's sales exceeds its sales threshold. The SPG Operating Partnership
previously recognized overage rent based on reported and estimated sales through
the end of the period, less the applicable prorated base sales amount. The SPG
Operating Partnership adopted SAB 101 effective January 1, 2000 and recorded a
loss from the cumulative effect of an accounting change of $12.3 million in the
first quarter of 2000. In addition, SAB 101 will impact the timing in which
overage rent is recognized throughout each year, but will not have a material
impact on the total overage rent recognized in each full year.
Results of Operations
Three Months ended September 30, 2000 vs. Three Months Ended September 30, 1999
Operating income increased $8.6 million or 4.1% for the three months ended
September 30, 2000, as compared to the same period in 1999. This increase
includes the net result of the Property Transactions ($6.1 million). Excluding
these transactions, operating income increased approximately $2.5 million,
primarily resulting from a $13.2 million increase in minimum rents, a $7.0
million increase in consolidated revenues realized from marketing initiatives
throughout the Portfolio, an $8.4 million increase in lease settlements, offset
by an $10.3 million decrease in net tenant reimbursements, a $1.2 million
increase in other expenses, $13.1 million increase in depreciation and
amortization, and a $2.6 million decrease in overage rents. The increase in
minimum rent primarily results from increased occupancy levels, the replacement
of expiring tenant leases with renewal leases at higher minimum base rents, and
an increase in rents from tenants operating under license agreements. The
decrease in net tenant reimbursements was the result of billing finalizations
during 1999 for acquired Properties and lower expenditure levels. The increase
in depreciation and amortization is primarily due to an increase in depreciable
real estate realized through renovation and expansion activities. The decrease
in overage rent was primarily the result of the SPG Operating Partnership's
adoption of SAB 101 effective January 1, 2000, which changed the timing in which
overage rents were recognized throughout the year.
Interest expense increased $17 million, or 11.8% for the three months ended
September 30, 2000, as compared to the same period in 1999. This increase is
primarily a result of overall increases in interest rates during the comparative
periods of approximately $6.1 million, the Property Transactions ($0.9 million)
and incremental interest on borrowings under the Credit Facility to complete the
1999 acquisition of ownership interests in 14 regional malls from New England
Development Company (the "NED Acquisition") ($3.1 million) and acquire an
ownership interest in Mall of America ($1.0 million), with the remainder being
primarily from borrowings for Property redevelopments that opened in the
comparative periods.
Income from unconsolidated entities increased from $17.6 million in 1999 to
$20.4 million in 2000, resulting from a $0.8 million increase in income from the
Management Company and a $2.0 million increase in income from unconsolidated
partnerships and joint ventures. The increase in Management Company income is
primarily the result of a $2.6 million increase in management fees offset by
decreased construction management and architectural and engineering fees ($1.8
million).
18
<PAGE>
Net income was $78.4 million for the three months ended September 30, 2000,
which reflects an increase of $6.6 million over the same period in 1999,
primarily for the reasons discussed above. Net income was allocated to the
partners of the SPG Operating Partnership based on their preferred Unit
preferences and weighted average ownership interests in the SPG Operating
Partnerships during the period.
Preferred distributions of the SPG Operating Partnership represent
distributions on preferred Units issued in connection with the NED Acquisition.
Preferred dividends of subsidiary represent distributions on preferred stock of
SPG Properties, Inc., a 99.999% owned subsidiary of SPG.
Nine Months Ended September 30, 2000 vs. Nine Months Ended September 30, 1999
Operating income increased $32.6 million or 5.3% for the nine months ended
September 30, 2000, as compared to the same period in 1999. This increase
includes the net result of the Property Transactions ($14.6 million). Excluding
these transactions, operating income increased approximately $18 million,
primarily resulting from a $37.5 million increase in minimum rents, an $11.3
million increase in consolidated revenues realized from marketing initiatives
throughout the Portfolio, an $8.7 million increase in miscellaneous income, and
a $9.5 million increase in lease settlements, partially offset by a $25.6
million increase in depreciation and amortization, a $9.4 million decrease in
net tenant reimbursements, a $2.4 million increase in other expenses, and a
$12.0 million decrease in overage rents. The increase in minimum rent primarily
results from increased occupancy levels, the replacement of expiring tenant
leases with renewal leases at higher minimum base rents, and a $4.3 million
increase in rents from tenants operating under license agreements. The increase
in miscellaneous income results from gift certificate sales and incidental fee
revenues. The increase in depreciation and amortization is primarily due to an
increase in depreciable real estate realized through renovation and expansion
activities. The decrease in net tenant reimbursements was the result of billing
finalizations during 1999 for acquired Properties and lower expenditure levels.
The decrease in overage rent was primarily the result of the SPG Operating
Partnership's adoption of SAB 101 effective January 1, 2000, which changed the
timing in which overage rents were recognized throughout the year.
Interest expense increased $47.4 million, or 11.1% for the nine months
ended September 30, 2000, as compared to the same period in 1999. This increase
is primarily the result of overall increases in interest rates during the
comparative periods ($14.0 million), the Property Transactions ($7.6 million)
and incremental interest on borrowings under the Credit Facility to complete the
NED Acquisition ($9.3 million) and acquire an ownership interest in Mall of
America ($2.9 million), with the remainder being primarily from borrowings for
Property redevelopments that opened in the comparative periods.
The $8.8 million net gain on the sales of assets in 2000 results from the
sale of the SPG Operating Partnership's interests in an office building, two
regional malls and four community shopping centers for approximately $142.6
million, partially offset by a $10.6 million asset write-down on two Properties
recognized in the second quarter of 2000. In 1999 the SPG Operating Partnership
recognized a net loss of $4.2 million on the sale of a community shopping
center.
Income from unconsolidated entities increased from $42.5 million in 1999 to
$53.6 million in 2000, resulting from a $9.9 million increase in income from the
Management Company and a $1.2 million increase in income from unconsolidated
partnerships and joint ventures. The increase in Management Company income is
primarily the result of a $8.5 million increase in management fees due to
property acquisitions and increased minimum rents, as well as a $3.4 million
decrease in the income tax provision, which is primarily due to a $2.0 million
tax refund receivable recognized in 2000.
During the first quarter of 2000, the SPG Operating Partnership recorded a
$12.3 million expense resulting from the cumulative effect of an accounting
change as described above.
Net income was $215.3 million for the nine months ended September 30, 2000,
which reflects an increase of $11.0 million over the same period in 1999,
primarily for the reasons discussed above. Net income was allocated to the
partners of the SPG Operating Partnership based on their preferred Unit
preferences and weighted average ownership interests in the SPG Operating
Partnerships during the period.
Preferred distributions of the SPG Operating Partnership represent
distributions on preferred Units issued in connection with the NED Acquisition.
Preferred dividends of subsidiary represent distributions on preferred stock of
SPG Properties, Inc., a 99.999% owned subsidiary of SPG.
19
<PAGE>
Liquidity and Capital Resources
As of September 30, 2000, the SPG Operating Partnership's balance of
unrestricted cash and cash equivalents was $104.3 million, including $30 million
related to the SPG Operating Partnership's gift certificate program, which
management does not consider available for general working capital purposes. The
SPG Operating Partnership's Credit Facility had available credit of $600.5
million at September 30, 2000. The Credit Facility bears interest at LIBOR plus
65 basis points and has an initial maturity of August 2002, with an additional
one-year extension available at the SPG Operating Partnership's option. SPG and
the SPG Operating Partnership also have access to public equity and debt
markets.
Management anticipates that cash generated from operating performance will
provide the necessary funds on a short- and long-term basis for its operating
expenses, interest expense on outstanding indebtedness, recurring capital
expenditures, and distributions to shareholders. Sources of capital for
nonrecurring capital expenditures, such as major building renovations and
expansions, as well as for scheduled principal payments, including balloon
payments, on outstanding indebtedness are expected to be obtained from: (i)
excess cash generated from operating performance; (ii) working capital reserves;
(iii) additional debt financing; and (iv) additional equity raised in the public
markets.
Financing and Debt
At September 30, 2000, the SPG Operating Partnership had combined
consolidated debt of $8,793 million, of which $6,133 million is fixed-rate debt
bearing interest at a weighted average rate of 7.28% and $2,660 million is
variable-rate debt bearing interest at a weighted average rate of 7.42%. As of
September 30, 2000, the SPG Operating Partnership had interest rate protection
agreements related to $404 million of combined consolidated variable-rate debt.
The SPG Operating Partnership's interest rate protection agreements did not
materially impact interest expense or weighted average borrowing rates during
the comparative periods.
The SPG Operating Partnership's share of total scheduled principal payments
of mortgage and other indebtedness, including unconsolidated joint venture
indebtedness, over the next five years is $6,110 million, with $4,509 million
thereafter. The SPG Operating Partnership's combined ratio of consolidated debt-
to-market capitalization was 57.6% and 58.1% at September 30, 2000 and December
31, 1999, respectively.
On March 24, 2000, the SPG Operating Partnership refinanced $450 million of
unsecured debt, which became due and bore interest at LIBOR plus 65 basis
points. The new facility matures March 2001 and also bears interest at LIBOR
plus 65 basis points. In addition, during September 2000, the SPG Operating
Partnership refinanced $500 million of unsecured debt, which became due and bore
interest at LIBOR plus 65 basis points, with a new $475 million facility and
borrowings from the Credit Facility. The new $475 million facility matures
September 2001 and bears interest at LIBOR plus 65 basis points.
Acquisitions
Management continues to review and evaluate a limited number of individual
property and portfolio acquisition opportunities. Management believes, however,
that due to the rapid consolidation of the regional mall business, coupled with
the current status of the capital markets, that acquisition activity in the near
term will be a less significant component of the SPG Operating Partnership's
growth strategy. Management believes that funds on hand and amounts available
under the Credit Facility provide the means to finance certain acquisitions. No
assurance can be given that the SPG Operating Partnership will not be required
to, or will not elect to, even if not required to, obtain funds from outside
sources, including through the sale of debt or equity securities, to finance
significant acquisitions, if any.
Dispositions
During the first nine months of 2000, the SPG Operating Partnership sold
its interests in two regional malls, four community shopping centers and an
office building for a total of approximately $142.6 million, including the
buyer's assumption of approximately $25.9 million of mortgage debt, which
resulted in a net gain of $19.4 million. The net proceeds of $114.3 million were
used to reduce the outstanding borrowings on the Credit Facility, to repurchase
Paired Shares, and for general corporate purposes.
In addition to the Property sales described above, as a continuing part of
the SPG Operating Partnership's long-term strategy, management continues to
pursue the sale of its remaining non-retail holdings and a number of retail
assets that are no longer aligned with the SPG Operating Partnership's strategic
criteria, including seven Properties currently under contract for sale.
Management expects the sale prices of its non-core assets, if sold, will not
differ materially from the carrying value of the related assets.
20
<PAGE>
Development Activity
New Developments. Development activities are an ongoing part of the SPG
Operating Partnership's business. The SPG Operating Partnership opened Orlando
Premium Outlets in Orlando, Florida in May 2000. In addition, Arundel Mills is
scheduled to open this year in Anne Arundel, Maryland and Bowie Town Center is
scheduled to open in the fall of 2001 in Bowie, Maryland. The SPG Operating
Partnership invested approximately $138 million on new developments during the
first nine months of 2000 and expects to invest a total of approximately $198
million on new developments in 2000.
Strategic Expansions and Renovations. A key objective of the SPG Operating
Partnership is to increase the profitability and market share of the Properties
through the completion of strategic renovations and expansions. The SPG
Operating Partnership has a number of renovation and/or expansion projects
currently under construction, or in preconstruction development. The SPG
Operating Partnership invested approximately $165 million on renovations and
expansions during the first nine months of 2000 and expects to invest a total of
approximately $210 million on renovations and expansions in 2000.
Technology Initiatives. The SPG Operating Partnership continues to evolve
its technology initiatives through its association with several third party
participants. Through MerchantWired LLC, the SPG Operating Partnership is
creating a full service retail infrastructure company that provides retailers
across the country access to a high speed, highly reliable and secure broadband
network. The SPG Operating Partnership owns approximately 53% interest in
MerchantWired LLC and accounts for it using the equity method of accounting. In
addition, the SPG Operating Partnership recently announced it has joined with
leading real estate companies across a broad range of property sectors to form
Constellation Real Technologies, which is designed to form, incubate and sponsor
real estate-related Internet, e-commerce and technology enterprises; acquire
interests in existing "best of breed" companies; and act as a consolidator of
real estate technology across property sectors. In September, Constellation
announced its initial investment of $25 million in FacilityPro.com, a business-
to-business electronic marketplace designed for the efficient procurement of
facilities products and services. The SPG Operating Partnership's share of this
investment is $2.5 million.
These new activities may generate losses in the initial years of operation,
while programs are being developed and customer bases are being established. The
SPG Operating Partnership has investments totaling approximately $20 million
related to such programs through September 30, 2000. The SPG Operating
Partnership expects to continue to invest in these programs over the next two
years, and has guaranteed MerchantWired equipment lease payments up to $46
million. The other MerchantWired members have committed to a pro rata share of
the $46 million lease guarantee equal to their respective ownership percentages,
which aggregates approximately $22 million.
Distributions. The SPG Operating Partnership declared a distribution of
$0.505 per Paired Unit in the third quarter of 2000. The current annual
distribution rate is $2.02 per Paired Unit. Future distributions will be
determined based on actual results of operations and cash available for
distribution. In addition, preferred distributions of $32.765 per unit of SPG's
Series A preferred unit and $3.25 per unit of SPG's Series B preferred unit were
paid during 2000.
Investing and Financing Activities
On July 31, 2000, the SPG Operating Partnership sold its 1,408,450 shares
of common stock of Chelsea for $50 million, which equaled the SPG Operating
Partnership's original investment. No gain or loss was recognized on the
transaction. The net proceeds were used for general corporate purposes.
Pursuant to a stock repurchase program authorized by the Board of Directors
of SPG, on August 8, 2000, the SPG Operating Partnership purchased 1,596,100
Paired Shares at an average price of $25.00 per Paired Share. The purchase is
part of a plan announced by management earlier in the year to make opportunistic
repurchases of Paired Shares during 2000 funded solely by a portion of the net
proceeds realized from the sales of its non-core assets.
Cash used in investing activities of $30 million for the nine months ended
September 30, 2000 includes capital expenditures of $301 million; investments in
unconsolidated joint ventures of $106 million, which includes $45 million
related to a financing transaction with the remainder consisting primarily of
development funding; a $15 million advance to the SRC Operating Partnership; and
a $6 million advance to the Management Company. These cash uses are partially
offset by net proceeds of $114 million from the sale of the SPG Operating
Partnership's interest in seven Properties, proceeds from the sale of investment
of $50 million, and distributions from unconsolidated entities of $233 million.
Distributions from unconsolidated entities includes approximately $68 million
related to financing transactions, with the remainder resulting primarily from
operating activities.
Cash used in financing activities for the nine months ended September 30,
2000 was $441 million and includes net distributions of $413 million, purchase
of Paired Units of $40 million and conversion of units to cash of $11 million,
partially offset by net borrowings of $23 million.
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Inflation
Inflation has remained relatively low and has had a minimal impact on the
operating performance of the Properties. Nonetheless, substantially all of the
tenants' leases contain provisions designed to lessen the impact of inflation.
Such provisions include clauses enabling the SPG Operating Partnership to
receive percentage rentals based on tenants' gross sales, which generally
increase as prices rise, and/or escalation clauses, which generally increase
rental rates during the terms of the leases. In addition, many of the leases are
for terms of less than ten years, which may enable the SPG Operating Partnership
to replace existing leases with new leases at higher base and/or percentage
rentals if rents of the existing leases are below the then-existing market rate.
Substantially all of the leases, other than those for anchors, require the
tenants to pay a proportionate share of operating expenses, including common
area maintenance, real estate taxes and insurance, thereby reducing the SPG
Operating Partnership's exposure to increases in costs and operating expenses
resulting from inflation.
However, inflation may have a negative impact on some of the SPG Operating
Partnership's other operating items. Interest and general and administrative
expenses may be adversely affected by inflation as these specified costs could
increase at a rate higher than rents. Also, for tenant leases with stated rent
increases, inflation may have a negative effect as the stated rent increases in
these leases could be lower than the increase in inflation at any given time.
Seasonality
The shopping center industry is seasonal in nature, particularly in the
fourth quarter during the holiday season, when tenant occupancy and retail sales
are typically at their highest levels. In addition, shopping malls achieve most
of their temporary tenant rents during the holiday season. As a result of the
above, earnings are generally highest in the fourth quarter of each year.
Item 3. Qualitative and Quantitative Disclosure About Market Risk
Sensitivity Analysis. The SPG Operating Partnership's combined future
earnings, cash flows and fair values relating to financial instruments are
primarily dependent upon prevalent market rates of interest, primarily LIBOR.
Based upon combined consolidated indebtedness and interest rates at September
30, 2000, a 0.25% increase in the market rates of interest would decrease future
earnings and cash flows by approximately $6.1 million, and would decrease the
fair value of debt by approximately $157 million. A 0.25% decrease in the market
rates of interest would increase future earnings and cash flows by approximately
$6.1 million, and would increase the fair value of debt by approximately $167
million.
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Part II - Other Information
Item 1: Legal Proceedings
Please refer to Note 11 of the combined financial statements for a summary
of material pending litigation and routine litigation and administrative
proceedings arising in the ordinary course of business.
Item 6: Exhibits and Reports on Form 8-K
None.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SPG PROPERTIES, INC.
/s/ John Dahl
-------------
John Dahl,
Senior Vice President and Chief
Accounting Officer
(Principal Accounting Officer)
Date: November 10, 2000
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