-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JRvzgMWVvGUQ3qRqppkyC1oXJQBlbRJD/kVfGnglHvCI+WCcXzycB56e3NVcPqah +DE0R3ry435+cdraswatJA== 0000950131-00-002162.txt : 20000411 0000950131-00-002162.hdr.sgml : 20000411 ACCESSION NUMBER: 0000950131-00-002162 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPG PROPERTIES INC/MD/ CENTRAL INDEX KEY: 0000912564 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 351901999 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 001-12618 FILM NUMBER: 583676 BUSINESS ADDRESS: STREET 1: 115 WEST WASHINGTON ST STREET 2: SUITE 15 EAST CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: 3176361600 MAIL ADDRESS: STREET 1: 115 WEST WASHINGTON ST CITY: INDIANAPOLIS STATE: IN ZIP: 46204 FORMER COMPANY: FORMER CONFORMED NAME: SIMON DEBARTOLO GROUP INC DATE OF NAME CHANGE: 19960812 FORMER COMPANY: FORMER CONFORMED NAME: SIMON PROPERTY GROUP INC DATE OF NAME CHANGE: 19930924 10-K405 1 FORM 10-K - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM 10-K [X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 Commission file number 1-12618 ---------------- SPG PROPERTIES, INC. (Exact name of registrant as specified in its charter) Maryland 35-1901999 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 115 West Washington Street Indianapolis, Indiana 46204 (Address of principal executive (Zip Code) offices) Registrant's telephone number, including area code: (317) 636-1600 Securities registered pursuant to Section 12 (b) of the Act:
Name of each exchange Title of each class on which registered ------------------- ----------------------- 8 3/4% Series B Cumulative Redeemable Preferred Stock, $.0001 par value New York Stock Exchange
Securities registered pursuant to Section 12 (g) of the Act: None 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 [_] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Substantially all of the Registrant's common stock is held by Simon Property Group, Inc. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's Proxy Statement in connection with its Annual Meeting of Shareholders to be held on May 10, 2000 are incorporated by reference in Part III. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SPG PROPERTIES, INC. ANNUAL REPORT ON FORM 10-K December 31, 1999 TABLE OF CONTENTS
Item No. Page No. -------- -------- PART I 1. Business.................................................. 3 2. Properties................................................ 8 3. Legal Proceedings......................................... 36 4. Submission of Matters to a Vote of Security Holders....... 36 PART II 5. Market for the Registrant's Common Equity and Related 36 Stockholder Matters....................................... 6. Selected Financial Data................................... 37 7. Management's Discussion and Analysis of Financial 38 Condition and Results of Operations....................... 7A. Quantitative and Qualitative Disclosure About Market 46 Risk...................................................... 8. Financial Statements and Supplementary Data............... 46 9. Changes in and Disagreements with Accountants on 46 Accounting and Financial Disclosure....................... PART III 10. Directors and Executive Officers of the Registrant........ 47 11. Executive Compensation.................................... 47 12. Security Ownership of Certain Beneficial Owners and 47 Management................................................ 13. Certain Relationships and Related Transactions............ 47 PART IV 14. Exhibits, Financial Statements, Schedules and Reports on 48 Form 8-K.................................................. Signatures.......................................................... 84
2 PART 1 Item 1. Business Background 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 and its substantially wholly-owned subsidiary, SD Property Group, Inc., are general partners of, and hold a noncontrolling partnership interest in, Simon Property Group, L.P. (the "SPG Operating Partnership"), formerly Simon DeBartolo Group, L.P. ("SDG, LP"). The interests in the SPG Operating Partnership ("Units") represent the sole assets of SPG Properties and subsidiary. 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"). The CPI Merger For financial reporting purposes, as of the close of business on September 24, 1998, pursuant to the Agreement and Plan of Merger dated February 18, 1998, SDG, Corporate Property Investors, Inc. ("CPI"), and Corporate Realty Consultants, Inc ("CRC") combined their business operations (the "CPI Merger"). Pursuant to the terms of the CPI Merger, SPG Merger Sub, Inc., a substantially wholly-owned subsidiary of CPI, merged with and into SDG with SDG continuing as the surviving company. SDG became a majority-owned subsidiary of CPI and was renamed SPG Properties, Inc. The outstanding shares of common stock of SDG were exchanged for a like number of shares of CPI. Beneficial interests in CRC were acquired for $14 million in order to pair the common stock of CPI with 1/100th of a share of common stock of CRC, the paired share affiliate. Immediately prior to the consummation of the CPI Merger, the holders of CPI common stock were paid a merger dividend consisting of (i) $90 in cash, (ii) 1.0818 additional shares of CPI common stock and (iii) 0.19 shares of 6.50% Series B convertible preferred stock of CPI per share of CPI common stock. Immediately prior to the CPI Merger, there were 25,496,476 shares of CPI common stock outstanding. The aggregate value associated with the completion of the CPI Merger was approximately $5.9 billion including transaction costs and liabilities assumed. Also in connection with the CPI Merger, CPI was renamed "Simon Property Group, Inc.", CRC was renamed "SPG Realty Consultants, Inc." and SDG, LP was renamed "Simon Property Group, L.P." Upon completion of the CPI Merger, SPG transferred substantially all of the CPI assets acquired, which consisted primarily of 23 regional malls, one community center, two office buildings and one regional mall under construction (other than one regional mall, Ocean County Mall, and certain net leased properties valued at approximately $153 million) and liabilities assumed (except that SPG remains a co-obligor with respect to the Merger Facility (see Note 9 to the financial statements of the SPG Operating Partnership)) of approximately $2.3 billion to the SPG Operating Partnership or one or more subsidiaries of the SPG Operating Partnership in exchange for 47,790,550 Units and 5,053,580 preferred Units in the SPG Operating Partnership. The preferred partnership interests carry substantially the same economic terms and equal the number of preferred shares issued and outstanding as a direct result of the CPI Merger. For additional information concerning the CPI Merger, please see Note 4 to the financial statements of the SPG Operating Partnership. SPG Properties' outstanding publicly traded preferred stock was not impacted by the above business combination. Prior to the CPI Merger, SPG Properties and subsidiary accounted for their controlling interests in 3 the SPG Operating Partnership using the consolidated method of accounting. As a result of the CPI Merger, SPG Properties and subsidiary are accounting for their noncontrolling interest in the SPG Operating Partnership using the equity method of accounting. General As of December 31, 1999, the SPG Operating Partnership owned or held an interest in 258 income-producing properties, which consisted of 167 regional malls, 78 community shopping centers, four specialty retail centers, five office and 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 interests in two regional malls currently under construction and 11 parcels of land held for future development, which together with the Properties are hereafter referred to as the "Portfolio" or the "Portfolio Properties". The SPG Operating Partnership also holds substantially all of the economic interest in M.S. Management Associates, Inc. (the "Management Company"). The Management Company manages certain of the Properties and certain other retail real estate properties not owned by the SPG Operating Partnership, and also engages in certain property development activities. Operating Strategies The SPG Operating Partnership's primary business objectives are to increase cash generated from operations per Unit and the value of the Portfolio Properties. The SPG Operating Partnership plans to achieve these objectives through a variety of methods discussed below, although no assurance can be made that such objectives will be achieved. Leasing. The SPG Operating Partnership pursues an active leasing strategy, which includes aggressively marketing available space; renewing existing leases at higher base rents per square foot; and continuing to sign leases that provide for percentage rents and/or regular or periodic fixed contractual increases in base rents. Management. Drawing upon the expertise gained through management of a geographically diverse Portfolio nationally recognized as high quality retail and mixed-use Properties, the SPG Operating Partnership seeks to maximize cash flow through a combination of an active merchandising program to maintain its shopping centers as inviting shopping destinations, continuation of its successful efforts to minimize overhead and operating costs, coordinated marketing and promotional activities directed towards establishing and maintaining customer loyalty, and systematic planning and monitoring of results. E-Commerce. The Companies are actively developing several unique programs designed to take advantage of new retail opportunities of the digital age. Elements of the strategy include digitizing the existing assets of the Properties by implementing internet web sites for each of the Properties, creating products that leverage the digitalization of consumers and Simon merchants through an enhanced broadband network called TenantConnect.net and incubating concepts that leverage the physical and virtual worlds through a venture creation subsidiary called clixnmortar.com. Acquisitions. The SPG Operating Partnership intends to selectively acquire individual properties and portfolios of properties that meet its investment criteria as opportunities arise. 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. Development. The SPG Operating Partnership's strategy is to selectively develop new properties in major metropolitan areas that exhibit strong population and economic growth. During 1999, the SPG Operating Partnership opened one new regional mall, one specialty center, one value-oriented super- regional mall and three new community shopping centers. These additions added approximately 4.9 million square feet of GLA to the Portfolio at a cost to the SPG Operating Partnership of approximately $505 million. The SPG Operating Partnership also has two additional projects under construction, which are scheduled to open in 2000. 4 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. During 1999, the SPG Operating Partnership invested approximately $277 million on redevelopment projects and completed four major redevelopment projects. The SPG Operating Partnership has a number of renovation and/or expansion projects currently under construction, or in preconstruction development. The SPG Operating Partnership also has direct or indirect interests in eleven parcels of land being held for future development in eight states totaling approximately 828 acres. Management believes the SPG Operating Partnership is well positioned to pursue future development opportunities as conditions warrant. International Expansion. The SPG Operating Partnership's management believes the expertise it has gained through the development and management of its domestic Portfolio can be utilized in retail properties throughout the world. The SPG Operating Partnership intends to continue pursuing international opportunities on a selected basis to enhance the value of its Units. Competition The SPG Operating Partnership believes that it has a competitive advantage in the retail real estate business as a result of (i) its use of innovative retailing concepts, (ii) its management and operational expertise, (iii) its extensive experience and relationship with retailers and lenders, (iv) the size, quality and diversity of its Properties and (v) the mall marketing initiatives of Simon Brand Ventures, ("SBV"), which the SPG Operating Partnership believes is the world's largest and most sophisticated mall marketing initiative. Management believes that the Properties are the largest, as measured by GLA, of any publicly traded REIT, with more regional malls than any other publicly traded REIT. For these reasons, management believes the SPG Operating Partnership to be the leader in the industry. All of the Portfolio Properties are located in developed areas. With respect to certain of such properties, there are other properties of the same type within the market area. The existence of competitive properties could have a material adverse effect on the SPG Operating Partnership's ability to lease space and on the level of rents the SPG Operating Partnership can obtain. There are numerous commercial developers, real estate companies and other owners of real estate that compete with the SPG Operating Partnership in its trade areas. This results in competition for both acquisition of prime sites (including land for development and operating properties) and for tenants to occupy the space that the SPG Operating Partnership and its competitors develop and manage. Environmental Matters General Compliance. Management believes that the Portfolio Properties are in compliance, in all material respects, with all Federal, state and local environmental laws, ordinances and regulations regarding hazardous or toxic substances (see Item 3. Legal Proceedings). Nearly all of the Portfolio Properties have been subjected to Phase I or similar environmental audits (which generally involve only a review of records and visual inspection of the property without soil sampling or ground water analysis) by independent environmental consultants. The Phase I environmental audits are intended to discover information regarding, and to evaluate the environmental condition of, the surveyed properties and surrounding properties. The environmental audits have not revealed, nor is management aware of, any environmental liability that management believes will have a material adverse effect on the SPG Operating Partnership. No assurance can be given that existing environmental studies with respect to the Portfolio Properties reveal all potential environmental liabilities; that any previous owner, occupant or tenant of a Portfolio Property did not create any material environmental condition not known to management; that the current environmental condition of the Portfolio Properties will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties; or that future uses or condition (including, without limitation, changes in applicable environmental laws and regulations or the interpretation thereof) will not result in imposition of additional environmental liability. 5 Asbestos-Containing Materials. Asbestos-containing materials are present in most of the Properties, primarily in the form of vinyl asbestos tile, mastics and roofing materials, which are generally in good condition. Fireproofing and insulation containing asbestos is also present in certain Properties in limited concentrations or in limited areas. The presence of such asbestos-containing materials does not violate currently applicable laws. The SPG Operating Partnership will remove asbestos-containing materials in the ordinary course of any renovation, reconstruction and expansion, and in connection with the retenanting of space. Underground Storage Tanks. Several of the Portfolio Properties contain or at one time contained, underground storage tanks used to store waste oils or other petroleum products primarily related to auto services center establishments or emergency electrical generation equipment. All regulated tanks have been removed, upgraded or abandoned in place in accordance with applicable environmental laws. Site assessments have revealed certain soil and groundwater contamination associated with such tanks at some of these Properties. Subsurface investigations (Phase II assessments) and remediation activities are either ongoing or scheduled to be conducted at such Properties. The cost of remediation with respect to such matters has not been and is not expected to be material. Properties to be Developed or Acquired. Land held for shopping mall development or that may be acquired for development may contain residues or debris associated with the use of the land by prior owners or third parties. In certain instances, such residues or debris could be or contain hazardous wastes or hazardous substances. Prior to exercising any option to acquire any of the optioned properties, the SPG Operating Partnership will conduct environmental due diligence consistent with past practice. Employees The SPG Operating Partnership and its affiliates employ approximately 5,840 persons at various centers and offices throughout the United States, of which 2,940 are part-time. Approximately 1,000 employees are located at the SPG Operating Partnership's headquarters in Indianapolis, Indiana. Insurance The SPG Operating Partnership has comprehensive liability, fire, flood, extended coverage and rental loss insurance with respect to its Properties. Management believes that such insurance provides adequate coverage. Corporate Headquarters Executive offices of SPG, SPG Properties and the SPG Operating Partnership are located at National City Center, 115 West Washington Street, Indianapolis, Indiana 46204, and its telephone number is (317) 636-1600. 6 Executive Officers of the Registrant The following table sets forth certain information with respect to the executive officers of SPG and SPG Properties as of December 31, 1999.
Name Age Position ---- --- -------- Melvin Simon (1)........ 73 Co-Chairman Herbert Simon (1)....... 65 Co-Chairman David Simon (1)......... 38 Chief Executive Officer Hans C. Mautner......... 61 Vice Chairman; Chairman, Simon Global Limited Richard S. Sokolov...... 50 President and Chief Operating Officer Randolph L. Foxworthy... 55 Executive Vice President--Corporate Development William J. Garvey....... 60 Executive Vice President--Property Development James A. Napoli......... 53 Executive Vice President--Leasing John R. Neutzling....... 47 Executive Vice President--Property Management James M. Barkley........ 48 General Counsel; Secretary Stephen E. Sterrett..... 44 Treasurer John Rulli.............. 43 Senior Vice President--Human Resources & Corporate Operations James R. Giuliano, III.. 42 Senior Vice President Karen D. Corsaro........ 42 President, Simon Brand Ventures; Senior Vice President of Marketing Melanie Alshab.......... 36 President, clixnmortar.com; Senior Vice President & Chief Information Officer
- -------- (1) Melvin Simon is the brother of Herbert Simon and the father of David Simon. Set forth below is a summary of the business experience of the executive officers of SPG and SPG Properties. The executive officers serve at the pleasure of the Board of Directors and have served SPG Properties since its formation in 1993, with the exception of Mr. Mautner, who has held his office since the CPI Merger and Mr. Sokolov, Mr. Giuliano and Ms. Alshab who have held their offices since the DRC Merger. For biographical information of Melvin Simon, Herbert Simon, David Simon, Hans C. Mautner, and Richard Sokolov, see Item 10 of this report. Mr. Foxworthy is the Executive Vice President--Corporate Development. Mr. Foxworthy joined Melvin Simon & Associates, Inc. ("MSA") in 1980 and has been an Executive Vice President in charge of Corporate Development of MSA since 1986 and has held the same position with SPG Properties since 1993. Mr. Garvey is the Executive Vice President--Property Development. Mr. Garvey, who was Executive Vice President and Director of Development at MSA, joined MSA in 1979 and held various positions with MSA. Mr. Napoli is the Executive Vice President--Leasing. Mr. Napoli also served as Executive Vice President and Director of Leasing of MSA, which he joined in 1989. Mr. Neutzling is the Executive Vice President--Property Management. Mr. Neutzling has also been an Executive Vice President of MSA since 1992 overseeing all property and asset management functions. He joined MSA in 1974 and has held various positions with MSA. Mr. Barkley serves as General Counsel and Secretary. Mr. Barkley holds the same position for MSA. He joined MSA in 1978 as Assistant General Counsel for Development Activity. Mr. Sterrett serves as Treasurer. He joined MSA in 1989 and has held various positions with MSA. Mr. Rulli holds the position of Senior Vice President--Human Resources and Corporate Operations. He joined MSA in 1988 and has held various positions with MSA. 7 Mr. Giuliano has served as Senior Vice President since the DRC Merger. He joined DRC in 1993, where he served as Senior Vice President and Chief Financial Officer up to the DRC Merger. Ms. Corsaro is President of Simon Brand Ventures and Sr. Vice President of Marketing for SPG and SPG Properties. Ms. Corsaro joined MSA in 1983 and has served in various business development positions. Ms. Alshab is President of clixnmortar.com and the Senior Vice President & Chief Information Officer of SPG and SPG Properties. She joined DRC in 1995. Item 2. Properties Portfolio Properties The Properties primarily consist of two types: regional malls and community shopping centers. Regional malls contain two or more anchors and a wide variety of smaller stores ("Mall" stores) located in enclosed malls connecting the anchors. Additional stores ("Freestanding" stores) are usually located along the perimeter of the parking area. The 167 regional malls in the Properties range in size from approximately 200,000 to 2.8 million square feet of GLA, with all but five regional malls over 400,000 square feet. These regional malls contain in the aggregate more than 17,000 occupied stores, including over 650 anchors which are mostly national retailers. As of December 31, 1999, regional malls (including specialty retail centers and retail space in the mixed-use Properties) represented 85.0% of total GLA, 79.9% of Owned GLA and 86.4% of total annualized base rent of the Properties. Community shopping centers are generally unenclosed and smaller than regional malls. Most of the 78 community shopping centers in the Properties range in size from approximately 100,000 to 400,000 square feet of GLA. Community shopping centers generally are of two types: (i) traditional community centers, which focus primarily on value-oriented and convenience goods and services, are usually anchored by a supermarket, drugstore or discount retailer and are designed to service a neighborhood area; and (ii) power centers, which are designed to serve a larger trade area and contain at least two anchors that are usually national retailers among the leaders in their markets and occupy more than 70% of the GLA in the center. As of December 31, 1999, community shopping centers represented 10.6% of total GLA, 12.8% of Owned GLA and 6.0% of the total annualized base rent of the Properties. The SPG Operating Partnership also has joint venture interests in four specialty retail centers, five office and mixed-use Properties and four value- oriented super-regional malls. The specialty retail centers contain approximately 1,272,000 square feet of GLA and do not have anchors; instead, they feature retailers and entertainment facilities in a distinctive shopping environment and location. The five office and mixed-use Properties range in size from approximately 348,000 to 1,039,000 square feet of GLA. Two of these Properties are regional malls with connected office buildings, two are located in mixed-use developments and contain primarily office space and the remaining one is solely office space. The value-oriented super-regional malls range in size from approximately 1.2 million to 1.5 million square feet of GLA. These Properties combine retail outlets, manufacturers' off-price stores and other value-oriented tenants. As of December 31, 1999, value-oriented super-regional malls represented 2.9% of total GLA, 4.7% of Owned GLA and 4.7% of the total annualized base rent of the Properties. As of December 31, 1999, approximately 90.6% of the Mall and Freestanding Owned GLA in regional malls, specialty retail centers and the retail space in the mixed use Properties was leased, approximately 95.1% of the Owned GLA in the value-oriented super-regional malls was leased, and approximately 88.6% of Owned GLA in the community shopping centers was leased. Of the 258 Properties, 177 are owned 100% by the SPG Operating Partnership and the remainder are held as joint venture interests. The SPG Operating Partnership is the managing or co-managing general partner or member of all but nine of the Properties held as joint venture interests. 8 Additional Information The following table sets forth certain information, as of December 31, 1999, regarding the Properties:
Ownership Interest (Expiration Ownership Year Built or Total Anchors/Specialty Name/Location if Lease) (1) Interest (2) Acquired GLA Anchors ------------- -------------------- ------------ ------------- --------- ------------------------ REGIONAL MALLS 1. Alton Square Fee 100.0 Acquired 639,640 Sears, JCPenney, Famous Alton, IL 1993 Barr 2. Amigoland Mall Fee 100.0 Built 1974 558,707 Dillard's JCPenney, Brownsville, TX Ward, Beall's 3. Anderson Mall Fee 100.0 Built 1972 634,542 Belk (3), JCPenney, Anderson, SC Sears 4. Apple Blossom Mall Fee 49.1 Acquired 438,133 Belk, JCPenney, Sears Winchester, VA 1999 5. Arsenal Mall Fee 100.0 Acquired 500,924 Ann & Hope, Marshall's Watertown, MA 1999 (4) 6. Atrium Mall Fee 49.1 Acquired 216,147 Border Books & Music Chestnut Hill, MA 1999 7. Auburn Mall Fee 49.1 Acquired 595,316 Filene's, Sears, Caldor Auburn, MA 1999 (5) 8. Aurora Mall Fee 100.0 Acquired 1,014,019 JCPenney, Foley's (3), Aurora, CO 1998 Sears 9. Aventura Mall(6) Fee 33.3 Built 1,922,783 Macy's Sears, Miami, FL 1983 Bloomingdales, JCPenney, Lord & Taylor, Burdines, AMC Theatre 10. Avenues, Fee 25.0 Built 1,112,648 Belk, Dillard's, The Jacksonville, FL 1990 JCPenney, Parisian, Sears 11. Barton Creek Square Fee 100.0 Built 1,399,358 Dillard's (3), Foley's, Austin, TX 1981 JCPenney, Sears, Ward, General Cinema 12. Battlefield Mall Fee and Ground 100.0 Built 1,196,577 Dillard's Famous Barr, Springfield, MO Lease (2056) 1970 Ward, Sears, JCPenney 13. Bay Park Square Fee 100.0 Built 665,323 Elder-Beerman, Kohl's, Green Bay, WI 1980 Ward, Shopko 14. Bergen Mall Fee and Ground 100.0 Acquired 925,035 Off 5th-Saks Fifth Paramus, NJ Lease (7) (2061) 1987 Avenue Outlet, Value City Furniture, Stern's, Marshall's 15. Biltmore Square Fee (8) 66.7 Built 494,811 Belk, Dillard's, Asheville, NC 1989 Proffitt's, Goody's 16. Boynton Beach Mall Fee 100.0 Built 1,186,231 Macy's, Burdines, Sears, Boynton, Beach, FL 1985 Dillard's (3), JCPenney
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Ownership Interest (Expiration Ownership Year Built or Total Anchors/Specialty Name/Location if Lease) (1) Interest (2) Acquired GLA Anchors ------------- -------------------- ------------ ------------- --------- ------------------------ 17. Brea Mall Fee 100.0 Acquired 1,302,336 Macy's, JCPenney, Brea, CA 1998 Robinsons-May, Nordstrom, Sears 18. Broadway Square Fee 100.0 Acquired 619,600 Dillard's, JCPenney, Tyler, TX 1994 Sears 19. Brunswick Square Fee 100.0 Built 786,961 Macy's, JCPenney, East Brunswick, NJ 1973 Barnes & Noble, Brunswick Square Movies 20. Burlington Mall Ground Lease 100.0 Acquired 1,251,266 Macy's, Lord & Taylor, Burlington, MA (2048) 1998 Filene's, Sears 21. Cape Cod Mall Ground Leases(7) 49.1 Acquired 718,410 Macy's, Filene's, Hyannis, MA (2009-2073) 1999 Marshall's, Sears, Best Buy, Barnes & Noble(9), Hoyt's Cinemas 22. Castleton Square Fee 100.0 Built 1,455,078 Galyan's, LS Ayres, Indianapolis, IN 1972 Lazarus, JCPenney, Sears, Von Maur 23. Century III Mall Fee 100.0 Built 1,287,430 JCPenney, Sears, T.J. Pittsburgh, PA 1979 Maxx, Kauufmann's(3), Wickes Furniture 24. Charlottesville Ground Lease 100.0 Acquired 573,839 Belk(3), JCPenney, Fashion Square (2076) 1997 Sears Charlottesville, VA 25. Chautauqua Mall Fee 100.0 Built 440,688 Sears, JCPenney, Office Jamestown, NY 1971 Max, Old Navy, The Bon Ton 26. Cheltenham Square Fee 100.0 Built 636,441 Burlington Coat Factory, Philadelphia, PA 1981 Home Depot, Value City, Seaman's Furniture, Shop Rite, United Artist Theatre 27. Chesapeake Square Fee and Ground (8) 75.0 Built 800,176 Dillard's(3), JCPenney, Chesapeake, VA Lease (2062) 1989 Sears, Ward, Hecht's 28. Cielo Vista Mall Fee and Ground 100.0 Built 1,193,037 Dillard's(3), JCPenney, El Paso, TX Lease(10) (2027) 1974 Ward, Sears 29. Circle Centre Property Lease 14.7 Built 793,687 Nordstrom, Parisian, Indianapolis, IN (2097) 1995 United Artists Theatre 30. College Mall Fee and Ground 100.0 Built 708,127 Sears, Lazarus, L.S. Bloomington, IN Lease(10) (2048) 1965 Ayres, Target, JCPenney 31. Columbia Center Fee 100.0 Acquired 772,524 Sears, JCPenney, Kennewick, WA 1987 Lamonts, Barnes & Noble, The Bon Marche, Regal Cinema
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Ownership Interest (Expiration Ownership Year Built or Total Anchors/Specialty Name/Location if Lease) (1) Interest (2) Acquired GLA Anchors ------------- -------------------- ------------ ------------- --------- ------------------------ 32. Coral Square Fee 50.0 Built 946,615 Dillard's, JCPenney, Coral Springs, FL 1984 Sears, Burdines (3) 33. Cordova Mall Fee 100.0 Acquired 853,654 Ward, Parisian, Pensecola, FL 1998 Dillard's (3) 34. Cottonwood Mall Fee 100.0 Built 1,039,450 Dillard's, Foley's, Albuquerque, NM 1996 JCPenney, Mervyn's, Ward, United Artists Theatre 35. Crossroads Mall Fee 100.00 Acquired 865,528 Dillard's, Sears, Omaha, NE 1994 Younkers, Barnes & Noble 36. Crystal Mall Fee 74.6 Acquired 780,988 Macy's, Filene's, Waterford, CT 1998 JCPenney, Sears 37. Crystal River Mall Fee 100.0 Built 425,885 JCPenney, Sears, Belk, Crystal River, FL 1990 Kmart, Regal Cinema 38. Dadeland Mall Fee 50.0 Acquired 1,405,683 Saks Fifth Avenue, Miami, FL 1997 JCPenney, Burdine's, Burdine's Home Gallery, Limited, Lord & Taylor 39. DeSoto Square Fee 100.0 Built 688,452 JCPenney, Sears, Bradenton, FL 1973 Dillard's Burdines, Regal Cinema 40. Eastern Hills Mall Fee 100.0 Built 997,894 Sears, JCPenney, The Bon Buffalo, NY 1971 Ton, Kaufmann's, Burlington Coat Factory 41. Eastland Mall Fee 50.0 Acquired 902,676 JCPenney, De Jong's, Evansville, IN 1998 Famous Barr, Lazarus 42. Eastland Mall Fee 100.0 Built 707,974 Dillard's, JCPenney, Tulsa, OK 1986 Mervyn's, Hollywood Cinema, (11) 43. Edison Mall Fee 100.0 Acquired 1,044,562 Dillard's, JCPenney Fort Meyers, Fl 1997 Sears, Burdines (3) 44. Emerald Square Fee 49.1 Acquired 1,006,803 Filene's, JCPenney, North Attleborough, MA 1999 Lord & Taylor, Sears 45. Empire Mall (6) Fee and Ground 50.0 Acquired 1,044,564 JCPenney, Younkers, Sioux Falls, SD Lease (7) (2013) 1998 Sears, Daytons, (11)
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Ownership Interest (Expiration Ownership Year Built or Total Anchors/Specialty Name/Location if Lease) (1) Interest (2) Acquired GLA Anchors ------------- -------------------- ------------ ------------- ----------- ------------------------ 46. Fashion Mall at Ground Lease 100.0 Acquired 651,315 Jacobsons, Parisian Keystone at (2067) 1997 the Crossing, The Indianapolis, IN 47. Florida Mall, The Fee 50.0 Built 1,633,929 Dillard's, JCPenney, Orlando, FL 1986 Parisian, Saks Fifth Avenue, Sears, Burdines 48. Forest Mall Fee 100.0 Built 474,127 JCPenney, Kohl's, Fond Du Lac, WI 1973 Younkers, Sears, Staples 49. Forest Village Fee 100.0 Built 417,967 JCPenney, Kmart Park Mall 1980 Forestville, MD 50. Fremont Mall Fee 100.0 Built 199,110 JCPenney, 1/2 Price Fremont, NE 1966 Store 51. Golden Ring Mall Fee 100.0 Built 719,679 Hecht's, Ward, United Baltimore, MD 1974 Artists, Caldor (5) 52. Granite Run Mall Fee 50.0 Acquired 1,022,984 JCPenney, Sears, Boscovs Media, PA 1998 53. Great Lakes Mall Fee 100.0 Built 1,311,490 Dillard's (3), Cleveland, OH 1961 Kaufmann's JCPenney, Sears 54. Greendale Mall Fee and Ground 49.1 Acquired 430,769 (12) Best Buy, Marshall's, Worcester, MA Lease (7) (2009) 1999 T.J. Maxx & More, (11) 55. Greenwood Park Mall Fee 100.0 Acquired 1,269,512 JCPenney, JCPenney Home Greenwood, IN 1979 Store, Lazarus, L.S. Ayres, Sears, Service Merchandise, Von Maur 56. Gulf View Square Fee 100.0 Built 802,592 Sears, Dillard's, Ward, Port Richey, FL 1980 JCPenney, Burdines 57. Gwinnett Place Fee 50.0 Acquired 1,248,363 Parisian, Macy's, Rich's Atlanta, GA 1998 JCPenney, Sears 58. Haywood Mall Fee and Ground 100.0 Acquired 1,244,330 Rich's, Sears, Greensville, SC Lease (7) (2017) 1998 Dillard's, JCPenney, Belk Simpson 59. Heritage Park Mall Fee 100.0 Built 607,800 Dillard's, Sears, Ward Midwest City, OK 1978 60. Highland Mall (6) Fee and Ground 50.0 Acquired 1,091,897 Dillard's (3), Foley's, Austin, TX Lease (2070) 1998 JCPenney
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Ownership Interest (Expiration Ownership Year Built or Total Anchors/Specialty Name/Location if Lease) (1) Interest (2) Acquired GLA Anchors ------------- -------------------- ------------ ------------- --------- ------------------------ 61. Hutchinson Mall Fee 100.0 Built 525,709 Dillard's, JCPenney, Hutchinson, KS 1985 Sears, Hobby Lobby, Orscheln's Farm Supply, Cinema 8 62. Independence Center Fee 100.0 Acquired 1,022,477 Dillard's, Sears (3), Independence, MO 1994 The Jones Store Co. 63. Indian River Mall Fee 50.0 Built 1996 747,614 Sears, JCPenney, Vero Beach, FL Dillard's, Burdines, AMC Theatre 64. Ingram Park Mall Fee 100.0 Built 1979 1,129,905 Dillard's (3), Foley's, San Antonio, TX JCPenney, Sears, Beall's 65. Irving Mall Fee 100.0 Built 1,114,175 Foley's, Dillard's, Old Irving, TX 1971 Navy, JCPenney, Mervyn's, Sears, Barnes & Noble, General Cinema 66. Jefferson Valley Mall Fee 100.0 Built 591,241 Macy's, Sears, United Yorktown Heights, NY 1983 Artist Theatre, Home Decor 67. Knoxville Center Fee 100.0 Built 981,354 Dillard's, JCPenney, Knoxville, TN 1984 Proffitt's, Sears, Regal Cinema, Service Merchandise (5) 68. La Plaza Fee and Ground 100.0 Built 997,077 Dillard's, JCPenney, McAllen, TX Lease (7) (2040) 1976 Foley's, Foley's Home Store, Sears, Beall's, Joe Brand-Lady Brand 69. Lafayette Square Fee 100.0 Built 1,165,508 JCPenney, LS Ayres, Indianapolis, IN 1968 Sears, Lazarus, Home Place, Burlington Coat Factory 70. Laguna Hills Mall Fee 100.0 Acquired 868,144 Macy's, JCPenney, Sears Laguna Hills, CA 1997 71. Lake Square Mall Fee 50.0 Acquired 561,077 JCPenney, Sears, Belk, Leesburg, FL 1998 Target, AMC 6 Theatres 72. Lakeland Square (13) Fee 50.0 Built 900,551 Belk, Dillard's (3), Lakeland, FL 1988 JCPenney, Sears, Burdines 73. Lakeline Mall Fee 100.0 Built 1,102,242 Dillard's, Foley's, N. Austin, TX 1995 Sears, JCPenney, Mervyn's, Regal Cinema
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Ownership Interest (Expiration Ownership Year Built or Total Anchors/Specialty Name/Location if Lease) (1) Interest (2) Acquired GLA Anchors ------------- -------------------- ------------ ------------- --------- ------------------------ 74. Lenox Square Fee 100.0 Acquired 1,427,394 Neiman Marcus, Macy's, Atlanta, GA 1998 Rich's, United Artists Theatres 75. Liberty Tree Mall Fee 49.1 Acquired 850,486 Ann & Hope, Marshall's, Newton, MA 1999 Sports Authority, Target, Loews Theatre 76. Lima Mall Fee 100.0 Built 743,480 Elder-Beerman, Sears, Lima, OH 1965 Lazarus, JCPenney 77. Lincolnwood Town Fee 100.0 Built 441,162 JCPenney, Carson Pirie Center Lincolnwood, IL 1990 Scott 78. Lindale Mall (6) Fee 50.0 Acquired 690,549 Von Maur, Sears, Yonkers Cedar Rapids, LA 1998 79. Livingston Mall Fee 100.0 Acquired 984,752 Macy's, Sears, Lord & Livingston, NJ 1998 Taylor 80. Longview Mall Fee 100.0 Built 616,505 Dillard's (3), JCPenney, Longview, TX 1978 Sears, Service Merchandise, Beall's 81. Machesney Park Mall Fee 100.0 Built 555,984 JCPenney, Kohl's, Rockford, IL 1979 Seventh Avenue Direct, Bergners, Kerasotes Theatre 82. Mall at Rockingham Park Fee 24.6 Acquired 996,868 Macy's, Filene's, Salem, NH 1999 JCPenney, Sears 83. Mall of America Fee (14) 27.5 Acquired 2,777,511 Macy's, Bloomingdales, Minneapolis, MN 1999 Nordstrom, Sears, Knott's Camp Snoopy, General Cinema 84. Mall of Georgia Fee 50.0 Built 1,491,432 Lord & Taylor, Rich's Gwinnett County, GA 1999 (9), Dillard's, Galyan's, Haverty's, JCPenney, Nordstrom (9), Bed, Bath & Beyond, Regal Cinema 85. Mall of New Hampshire Fee 49.1 Acquired 800,269 Filene's, JCPenney, Manchester, NH 1999 Sears, Best Buy
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Ownership Interest (Expiration Ownership Year Built or Total Anchors/Specialty Name/Location if Lease) (1) Interest (2) Acquired GLA Anchors ------------- -------------------- ------------ ------------- --------- ------------------------ 86. Markland Mall Ground Lease 100.0 Built 394,569 Lazarus, Sears, Target Kokomo, IN (2041) 1968 87. McCain Mall Ground Lease 100.0 Built 776,918 Sears, Dillard's, N. Little Rock, AR (15) (2032) 1973 JCPenney, M.M. Cohn 88. Melbourne Square Fee 100.0 Built 737,824 Belk, Dillard's (3), Melbourne, FL 1982 JCPenney, Burdines 89. Memorial Mall Fee 100.0 Built 416,742 JCPenney, Kohl's, Sears Sheboygan, WI 1969 90. Menlo Park Mall Fee 100.0 Acquired 1,292,897 Macy's(3), Nordstrom, Edison, NJ 1997 (16) Cineplex Odeon 91. Mesa Mall(6) Fee 50.0 Acquired 856,258 Sears, Herberger's, Grand Junction, CO 1998 JCPenney, Target, Mervyn's 92. Metrocenter(17) Fee 50.0 Acquired 1,356,214 Macy's, Dillard's, Phoenix, AZ 1998 Robinsons-May, JCPenney, Sears, Harkins Theatres 93. Miami International Fee 60.0 Built 976,465 Sears, Dillard's, Mall Miami, Fl 1982 JCPenney, Burdines(3) 94. Midland Park Mall Fee 100.0 Built 614,666 Dillard's(3), JCPenney, Midland, TX 1980 Sears, Beall's 95. Miller Hill Mall Fee 100.0 Built 815,244 JCPenney, Sears, Duluth, MN 1973 Younkers, Northstar Ford 96. Mounds Mall Ground Lease 100.0 Built 407,681 Elder-Beerman, JCPenney, Anderson, IN (2033) 1965 Sears 97. Muncie Mall Fee 100.0 Built 659,879 JCPenney, L.S. Ayres, Muncie, IN 1970 Sears, Elder Beerman, (11) 98. Nanuet Mall Fee 100.0 Acquired 914,892 Macy's, Stern's, Sears Nanuet, NY 1998 99. North East Mall Fee 100.0 Built 1,213,305 Saks Fifth Avenue(9), Hurst, TX 1971 Nordstrom(9), Dillard's, JCPenney, Ward, Sears 100. North Towne Square Fee 100.0 Built 749,070 Dillard's, Ward,(11) Toledo, OH 1980 101. Northfield Square Fee (8) 31.6 Built 558,237 Sears, JCPenney, Bradley, IL 1990 Cinemark Movies10, Carson Pirie Scott(3) 102. Northgate Mall Fee 100.0 Acquired 1,097,163 Nordstrom, JCPenney, Seattle, WA 1987 (18) Lamonts, The Bon Marche
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Ownership Interest (Expiration Ownership Year Built or Total Anchors/Specialty Name/Location if Lease) (1) Interest (2) Acquired GLA Anchors ------------- -------------------- ------------ ------------- --------- ------------------------ 103. Northlake Mall Fee 100.0 Acquired 963,463 Parisian, Macy's, Sears, Atlanta, GA 1998 JCPenney 104. Northpark Mall Fee 50.0 Acquired 1,040,868 Von Maur, Younkers, Davenport, IA 1998 Ward, JCPenney, Sears 105. Northshore Mall Fee 49.1 Acquired 1,677,897 Macy's, Filene's, Peabody, MA 1999 JCPenney, Lord & Taylor, Sears 106. Northwoods Mall Fee 100.0 Acquired 668,122 Famous Barr, JCPenney, Peoria, IL 1983 Sears 107. Oak Court Mall Fee 100.0 Acquired 852,085 Dillard's(3), Memphis, TN 1997 (19) Goldsmith's 108. Orange Park Mall Fee 100.0 Acquired 929,179 Dillard's, JCPenney, Jacksonville, FL 1994 Sears, Belk, AMC 24 Theatres 109. Orland Square Fee 100.0 Acquired 1,246,381 JCPenney, Marshall Orland Park, IL 1997 Field, Sears, Carson Pirie Scott 110. Paddock Mall Fee 100.0 Built 560,087 JCPenney, Sears, Belk, Ocala, FL 1980 Burdines 111. Palm Beach Mall Fee 100.0 Built 1,016,396 Dillard's (9), West Palm Beach, FL 1967 JCPenney, Sears, Lord & Taylor, Burdines, Borders Books & Music, Barnes & Noble (9) 112. Phipps Plaza Fee 100.0 Acquired 821,275 Lord & Taylor, Parisian, Atlanta, GA 1998 Saks Fifth Avenue, AMC Theatres 113. Port Charlotte Ground (8) 80.0 Built 780,887 Dillard's, Ward, Town Center Lease 1989 JCPenney, Sears, Port Charlotte, FL (2064) Burdines, Regal Cinema 114. Prien Lake Mall Fee and Ground 100.0 Built 815,641 Dillards, JCPenney, Lake Charles, LA Lease (7) (2025) 1972 Ward, Sears, The White House 115. Raleigh Springs Mall Fee andGround 100.0 Built 901,397 Dillard's, Sears, Memphis, TN Lease (7) (2018) 1979 JCPenney, Malco Theatres, Goldsmith's 116. Randall Park Mall Fee 100.0 Built 1,580,417 Dillard's, Kaufmann's, Cleveland, OH 1976 JCPenney, Sears, Burlington Coat Factory, Magic Johnson Theatres
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Ownership Interest (Expiration Ownership Year Built or Total Anchors/Specialty Name/Location if Lease) (1) Interest (2) Acquired GLA Anchors ------------- -------------------- ------------ ------------- --------- ------------------------ 117. Richardson Square Fee 100.0 Built 747,194 Dillard's, Sears, Stein Dallas, TX 1977 Mart, Ward, Old Navy, Ross Dress for Less, Barnes & Noble 118. Richmond Square Fee 100.0 Built 390,703 Dillard's, JCPenney, Richmond, IN 1966 Sears, Office Max 119. Richmond Town Fee 100.0 Built 937,530 Sears, JCPenney, Square 1966 Kaufmann's, Sony Cleveland, OH Theatres (9), Barnes & Noble (9), Old Navy 120. River Oaks Center Fee 100.0 Acquired 1,338,499 Sears, JCPenney, Carson Calumet City, IL 1997 (20)Pirie Scott, Cineplex Odeon, Marshall Field's 121. Rockaway Fee 100.0 Acquired 1,240,089 Macy's, Lord & Taylor, Townsquare 1998 JCPenney, Sears Rockaway, NJ 122. Rolling Oaks Mall Fee 100.0 Built 756,455 Sears, Dillard's, North San Antonio, TX 1988 Foley's, Beall's 123. Roosevelt Field Mall Ground Lease (7) 100.0 Acquired 2,176,922 Macy's, Bloomingdale's, Garden City, NY (2090) 1998 JCPenney, Nordstrom, Stern's 124. Ross Park Mall Fee 100.0 Built 1,275,426 Lazarus, JCPenney, Pittsburgh, PA 1986 Sears, Kaufmann's, Media Play (9) 125. Rushmore Mall (6) Fee 50.0 Acquired 834,384 JCPenney, Sears, Rapid City, SD 1998 Herberger's, Hobby Lobby, Target 126. St. Charles Fee 100.0 Built 1,053,050 Sears, JCPenney, Kohl's, Towne Center 1990 Ward, Hecht's Waldorf, MD 127. Santa Rosa Plaza Santa Fee 100.0 Acquired 699,538 Macy's, Mervyn's, Sears Rosa, CA 1998 128. Seminole Towne Center Fee 45.0 Built 1,153,761 Dillard's, JCPenney, Sanford, FL 1995 Parisian, Sears, Burdines 129. Shops at Mission Fee 100.0 Built 1,038,380 Macy's, Saks Fifth Viejo Mall, 1979 Avenue, Robinsons-- The Mission May(3), Nordstrom Viego, CA 130. Smith Haven Mall Fee 25.0 Acquired 1,332,770 Macy's, Sears, JCPenney, Lake Grove, NY 1995 Sterns
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Ownership Interest (Expiration Ownership Year Built or Total Anchors/Specialty Name/Location if Lease) (1) Interest (2) Acquired GLA Anchors ------------- -------------------- ------------ ------------- --------- ------------------------ 131. Solomon Pond Mall Fee 49.1 Acquired 880,512 Filene's, Sears, Marlborough, MA 1999 JCPenney, Linens "N Things, Hoyt's 132. Source, The Long Fee 25.0 Built 729,554 Off 5th-Saks Fifth Island, NY 1997 Avenue, Fortunoff, Loehmann's, Nordstrom Rack, Old Navy, ABC Home, Circuit City, Virgin Megastore 133. South Hills Village Fee 100.0 Acquired 1,118,985 Sears, Kaufmann's, Pittsburgh, PA 1997 Lazarus 134. South Park Mall Fee 100.0 Built 858,667 Dillard's, JCPenney, Shreveport, LA 1975 Burlington Coat Factory, Regal Cinema, Stage, Ward (5) 135. South Shore Plaza Fee 100.0 Acquired 1,434,279 Macy's, Filene's, Lord & Braintree, MA 1998 Taylor, Sears 136. Southern Hills Mall(6) Fee 50.0 Acquired 752,471 Younkers, Sears, Target, Sioux City, IA 1998 Carmike Cinemas 137. Southern Park Mall Fee 100.0 Built 1,201,466 Dillard's, JCPenney, Youngstown, OH 1970 Sears, Kaufmann's 138. Southgate Mall Fee 100.0 Acquired 321,564 Sears, Dillard's, Yuma, AZ 1988 JCPenney, Hastings 139. SouthPark Mall Fee 50.0 Acquired 1,034,852 JCPenney, Ward, Moline, IL 1998 Younkers, Sears, Von Maur 140. SouthRidge Mall(6) Fee 50.0 Acquired 1,008,607 Sears, Younkers, Des Moines, IA 1998 JCPenney, Target, Carmike Cinemas, (11) 141. Square One Mall Fee 49.1 Acquired 848,186 Filene's, Sears, Service Saugus, MA 1999 Merchandise, TJMaxx & More 142. Summit Mall Fee 100.0 Built 694,332 Dillard's(3), Kaufmann's Akron, OH 1965 143. Sunland Park Mall Fee 100.0 Built 923,251 JCPenney, Mervyn's, El Paso, TX 1988 Sears, Dillard's(3), General Cinemas 144. Tacoma Mall Fee 100.0 Acquired 1,270,949 Nordstrom, Sears, Tacoma, WA 1987 JCPenney, The Bon Marche, Mervyn's 145. Tippecanoe Mall Fee 100.0 Built 1973 856,114 Lazarus, Sears, L.S. Lafayette, IN Ayres, JCPenney, Kohl's 146. Town Center at Fee 100.0 Acquired 1,228,330 Lord & Taylor, Saks Boca Raton 1998 Fifth Avenue, Boca Raton, FL Bloomingdale's, Sears, Burdines, Nordstrom (9)
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Ownership Interest (Expiration Ownership Year Built or Total Anchors/Specialty Name/Location if Lease) (1) Interest (2) Acquired GLA Anchors ------------- -------------------- ------------ ------------- --------- ------------------------ 147. Town Center at Cobb Fee 50.0 Acquired 1,272,498 Macy's, Parisian, Sears, Atlanta, GA 1998 JCPenney, Rich's 148. Towne East Square Fee 100.0 Built 1,148,431 Dillard's, JCPenney, Wichita, KS 1975 Sears 149. Towne West Square Fee 100.0 Built 965,592 Dillard's, Sears, Wichita, KS 1980 JCPenney, Ward, Service Merchandise, (11) 150. Treasure Coast Square Fee 100.0 Built 783,513 Dillard's(3), Sears, Jenson Beach, FL 1987 JCPenney, Burdines 151. Tyrone Square Fee 100.0 Built 1,123,147 Dillard's, JCPenney, St. Petersburg, FL 1972 Sears, Borders, Burdines 152. University Mall Ground 100.0 Built 565,400 JCPenney, M.M. Cohn, Little Rock, AR Lease (2026) 1967 Ward 153. University Mall Fee 100.0 Acquired 712,161 JCPenney, Sears, Pensacola, FL 1994 McRae's, United Artists 154. University Park Mall Fee 60.0 Built 942,215 LS Ayres, JCPenney, South Bend, IN 1979 Sears, Marshall Fields 155. Upper Valley Mall Fee 100.0 Built 751,682 Lazarus, JCPenney, Springfield, OH 1971 Sears, Elder-Beerman 156. Valle Vista Mall Fee 100.0 Built 656,085 Dillard's, Mervyn's, Harlingen, TX 1983 Sears, JCPenney, Marshalls, Beall's 157. Valley Mall Fee 50.0 Acquired 482,370 JCPenney, Belk, Wal- Harrisonburg, VA 1998 Mart, Peebles 158. Virginia Center Fee 100.0 Built 786,927 Dillard's(3), Hecht's, Commons 1991 JCPenney, Sears Richmond, VA 159. Walt Whitman Mall Ground 98.0 Acquired 1,028,086 Macy's, Lord & Taylor, Huntington Station, NY Rent (2012) 1998 Bloomingdale's, Saks Fifth Avenue 160. Washington Square Fee 100.0 Built 1,133,791 L.S. Ayres, Lazarus, Indianapolis, IN 1974 Target, JCPenney, Sears 161. West Ridge Mall Fee 100.0 Built 1,042,349 Dillard's, JCPenney, The Topeka, KS(21) 1988 Jones Store, Sears, Ward 162. West Town Mall Ground 50.0 Acquired 1,338,212 Parisian, Dillard's, Knoxville, TN Lease (2042) 1991 JCPenney, Proffitt's, Sears, Regal Cinema
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Ownership Interest (Expiration Ownership Year Built or Total Anchors/Specialty Name/Location if Lease) (1) Interest (2) Acquired GLA Anchors ------------- -------------------- ------------ ------------- --------- ------------------------ 163. Westchester, The Fee 50.0 Acquired 827,660 Neiman Marcus, Nordstrom White Plains, NY 1997 164. Westminster Mall Fee 100.0 Acquired 1,081,961 Sears, JCPenney, Westminster, CA 1998 Robinsons-May Home Store, Robinsons-May 165. White Oaks Mall Fee 77.0 Built 903,013 Famous Barr, Ward, Springfield, IL 1977 Sears, Bergner's 166. Windsor Park Mall Fee 100.0 Built 1,093,212 Ward, Dillard's (3), San Antonio, TX 1976 JCPenney, Mervyn's, Beall's 167. Woodville Mall Fee 100.0 Built 772,889 Sears, Elder-Beerman, Toledo, OH 1969 Andersons, (11) VALUE-ORIENTED REGIONAL MALLS 1. Arizona Mills (6) Fee 26.3 Built 1,233,884 Off 5th-Saks Fifth Tempe, AZ 1997 Avenue Outlet, JCPenney Outlet, Burlington Coat Factory, Oshman's Super Sport, Rainforest Cafe, Game Works, Hi-Health, Linens "N Things, Ross Dress for Less, Group USA, Harkins Theatre, Marshalls, Last Call, Off Rodeo, Virgin Megastore, American Wilderness Experience 2. Concord Mills (6) Fee 37.5 Built 1,281,240 Saks Fifth Avenue, Concord, NC 1999 Alabama Grill, AMC, Bass Pro, Bed, Bath & Beyond, Books-A-Million, Burlington Coat Factory, Group USA, Jillian's, T.J. Maxx, F.Y.E., Jeepers 3. Grapevine Mills (6) Fee 37.5 Built 1,323,407 Off 5th-Saks Fifth Grapevine 1997 Avenue Outlet, JCPenney (Dallas/Ft. Worth), TX Outlet, Books-A-Million, Burlington Coat Factory, Rainforest Cafe, Group USA, Bed, Bath & Beyond, Polar Ice, AMC Theatres, GameWorks, American Wilderness Experience
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Ownership Interest (Expiration Ownership Year Built or Total Name/Location if Lease) (1) Interest (2) Acquired GLA Anchors ------------- -------------------- ------------ ------------- --------- ------------------------ 4. Ontario Mills(6) Fee 25.0 Built 1,471,096 Off 5th-Saks Fifth Ontario, CA 1996 Avenue Outlet, JCPenney Outlet, AMC Theatres, Burlington Coat Factory, Marshall's, Sports Authority, Dave & Busters, Group USA, American Wilderness Experience, T.J. Maxx, Foozles, Totally for Kids, Bed, Bath & Beyond, Off Rodeo, Mikasa, Virgin Megastore, Game Works SPECIALTY RETAIL CENTERS 1. The Forum Shops Ground (22) Built 479,552 -- at Caesars Lease 1992 Las Vegas, NV (2050) 2. The Shops at Fee 37.5 Built 507,511 Niketown, Barnes & Sunset Place 1999 Noble, Gameworks, Virgin Miami, FL Megastore, Z Gallerie 3. The Tower Shops Space 50.0 Built 59,079 -- Las Vegas, NV Lease 1996 (2051) 4. Trolley Square Fee 90.0 Acquired 225,535 -- Salt Lake City, UT 1986 OFFICE AND MIXED USE PROPERTIES 1. Fashion Centre at Fee 21.0 Built 988,955 Macy's, Nordstrom, Sony Pentagon City, 1989 (23) Theatres The Arlington, VA 2. Lenox Building, Fee 100.0 Acquired 348,152 -- The Atlanta, GA 1998 3. New Orleans Fee and 100.0 Built 1988 1,039,229 Macy's, Lord & Taylor Centre/CNG Ground (24) Tower New Lease (2084) Orleans, LA 4. O'Hare International Fee 100.0 Built 512,032 -- Center 1988 (25) Rosemont, IL 5. Riverway Fee 100.0 Acquired 817,299 -- Rosemont, IL 1991 (26)
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Ownership Interest (Expiration Ownership Year Built or Total Name/Location if Lease) (1) Interest (2) Acquired GLA Anchors ------------- -------------------- ------------ ------------- ------- ------------------------ COMMUNITY SHOPPING CENTERS 1. Arboretum, The Fee (27) 90.0 Acquired 212,391 Barnes & Noble, The Austin, TX 1998 Arbor Theater 2. Arvada Plaza Fee 100.0 Built 96,831 King Soopers Arvada, CO 1966 3. Aurora Plaza Ground 100.0 Built 150,209 King Soopers, Aurora, CO Lease (2058) 1965 MacFrugel's Bargains, Super Saver Cinema 4. Bloomingdale Court Fee 100.0 Built 598,561 Wal-Mart, Best Buy, T.J. Bloomingdale, IL 1987 Maxx N More, Cineplex Odeon, Frank's Nursery, Marshalls, Office Max, Old Navy, Service Merchandise, Dress Barn 5. Boardman Plaza Fee 100.0 Built 652,400 Factory, Giant Eagle, Youngstown, OH 1951 Michael's Linens-N- Things, T.J. Maxx, (11) AMES, Burlington Coat 6. Bridgeview Court Fee 100.0 Built 278,184 Dominick's (5), (11) Bridgeview, IL 1988 7. Brightwood Plaza Fee 100.0 Built 41,893 Preston Safeway Indianapolis, IN 1965 8. Buffalo Grove Fee 100.0 Built 187,359 Eagle County Market, Towne Center 1988 Buffalo Grove Theatres Buffalo Grove, IL 9. Celma Plaza Fee and Ground 100.0 Built 32,622 El Paso, TX Lease (28) (2027) 1978 10. Century Mall Fee 100.0 Acquired 415,324 Burlington Coat Factory, Merrillville, IN 1982 Ward 11. Charles Towne Square Fee 100.0 Built 205,399 Ward, Regal Cinema Charleston, SC (29) 1976 12. Chesapeake Center Fee 100.0 Built 299,604 Service Merchandise, Chesapeake, VA 1989 Phar Mor, K-Mart 13. Cobblestone Court Fee and Ground 35.0 Built 265,603 Dick's Sporting Goods, Victor, NY Lease (10) (2038) 1993 Kmart, Office Max 14. Countryside Plaza Fee and Ground 100.0 Built 435,532 Best Buy, Old Country Countryside, IL Lease (10) (2058) 1977 Buffet, Kmart, (11)
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Ownership Interest (Expiration Ownership Year Build or Name/Location if Lease)(1) Interest(2) Acquired Total GLA Anchors ------------- -------------------- ----------- ------------- --------- ------------------------ 15. Crystal Court Fee 35.0 Built 284,743 Cub Foods, Wal-Mart, Crystal Lake, IL 1989 Service Merchandise, (11) 16. Eastgate Consumer Fee 100.0 Acquired 465,694 Burlington Coat Factory Mall 1981 Indianapolis, IN 17. Eastland Convenience Ground 50.0 Acquired 173,069 Service Merchandise, Center Lease (2075) 1998 Marshalls, Kids "R" Us, Evansville, IN Toys "R" Us 18. Eastland Plaza Fee 100.0 Built 188,229 Marshalls, Target, Toys Tulsa, OK 1986 "R" Us 19. Empire East (6) Fee 50.0 Acquired 271,351 Kohl's, Target, Carmike Sioux Falls, SD 1998 Cinemas 20. Fairfax Court Fee 26.3 Built 258,746 Burlington Coat Factory, Fairfax, VA 1992 Circuit City Superstore, Today's Man 21. Forest Plaza Fee 100.0 Built 413,886 Kohl's, Marshalls, Media Rockford, IL 1985 Play, Michael's, Factory Card Outlet, Office Max, T.J. Maxx, Bed, Bath & Beyond 22. Fox River Plaza Fee 100.0 Built 324,905 Big Lots, Builders Elgin, IL 1985 Square (5), Kmart, (11) 23. Gaitway Plaza Fee 23.3 Built 229,973 Ward, Books-A-Million, Ocala, FL 1989 Office Depot, T.J. Maxx 24. Glen Burnie Mall Fee 100.0 Built 456,372 Ward Glen Burnie, MD 1963 25. Great Lakes Plaza Fee 100.0 Built 164,104 Circuit City, Best Buy, Cleveland, OH 1976 Michael's, Cost Plus World Market 26. Great Northeast Plaza Fee 50.0 Acquired 298,242 Scars, Phar Mor Philadelphia, PA 1989 27. Greenwood Plus Fee 100.0 Built 188,480 Best Buy, Kohl's Greenwood, IN 1979 28. Griffith Park Plaza Ground 100.0 Built 274,230 Kmart, Service Griffith, IN Lease (2060) 1979 Merchandise, (11) 29. Grove at Lakeland Fee 100.0 Built 215,591 Wal-Mart, Sports Square, The 1988 Authority Lakeland, FL
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Ownership Interest (Expiration Ownership Year Build or Name/Location if Lease)(1) Interest(2) Acquired Total GLA Anchors ------------- -------------------- ----------- ------------- --------- ------------------------ 30. Hammond Square (30) Space 100.0 Built 87,705 Burlington Coat Factory, Sandy Springs, GA Lease (2011) 1974 Mimms Enterprises 31. Highland Lakes Center Fee 100.0 Built 478,014 Target, Marshalls, Bed, Orlando, FL 1991 Bath & Beyond, Goodings Food Festival, Ross Dress for Less, Office Max 32. Indian River Commons Fee 50.0 Built 264,690 HomePlace, Lowe's, Vero Beach, FL 1997 Office Max, (11) 33. Ingram Plaza Fee 100.0 Built 111,518 -- San Antonio, TX 1980 34. Keystone Shoppes Ground 100.0 Acquired 29,140 -- Indianapolis, IN Lease (2067) 1997 35. Knoxville Commons Fee 100.0 Built 180,355 Office Max, Silk Tree Knoxville, TN 1987 Factory, Circuit City 36. Lake Plaza Fee 100.0 Built 218,208 Pic"N Save, Home Owners Waukegan, IL 1986 Buyer's Outlet, (11) 37. Lake View Plaza Fee 100.0 Built 388,594 Service Merchandise, Orland Park, IL 1986 Best Buy (3), Marshalls, Ulltra Cosmetics, Factory Card Outlet, Golf Galaxy, Linens-N- Things (3), Pet Care Plus, (11) 38. Lakeline Plaza Fee 100.0 Built 344,669 Old Navy, Best Buy, Cost Austin, TX 1998 Plus World Market, Linens-N-Things, Office Max, Petsmart, Ross Dress for Less, T.J. Maxx, Party City, Ulta Cosmetics 39. Lima Center Fee 100.0 Built 201,154 AMES, Hobby Lobby, Regal Lima, OH 1978 Cinema 40. Lincoln Crossing Fee 100.0 Built 161,337 Wal-Mart, PetsMart O"Fallon, IL 1990 41. Mainland Crossing Fee (8) 80.0 Built 390,987 Hobby Lobby, Sam's Club, Galveston, TX 1991 Wal-Mart 42. Mall of Georgia Fee 50.0 Built 440,512 Target, Nordstrom Rack, Crossing Gwinnett 1999 Best Buy, Staples, T.J. County, GA Maxx N More, (11)
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Ownership Interest (Expiration Ownership Year Build or Name/Location if Lease)(1) Interest(2) Acquired Total GLA Anchors ------------- -------------------- ----------- ------------- --------- ------------------------ 43. Markland Plaza Fee 100.0 Built 111,166 Spiece, (11) Kokomo, IN 1974 44. Martinsville Plaza Space 100.0 Built 102,162 Rose's Martinsville, VA Lease (2036) 1967 45. Marwood Plaza Fee 100.0 Built 105,785 Kroger Indianapolis, IN 1962 46. Matteson Plaza Fee 100.0 Built 275,455 Service Merchandise, Matteson, IL 1988 Dominick's, Michael's Arts & Crafts, Value City 47. Memorial Plaza Fee 100.0 Built 131,177 Office Max, (11) Sheboygan, WI 1966 48. Mounds Mall Fee 100.0 Built 7,500 Kerasotes Theater Cinema Anderson, IN 1974 49. Muncie Plaza Fee 100.0 Built 172,651 Kohl's, Office Max, Shoe Muncie, IN 1998 Carnival, T.J. Maxx 50. New Castle Plaza Fee 100.0 Built 91,648 Goody's New Castle, IN 1966 51. North Ridge Plaza Fee 100.0 Built 367,282 Service Merchandise, Joliet, IL 1985 Best Buy, Cub Foods, Hobby Lobby, Office Max 52. North Riverside Park Fee 100.0 Built 119,608 Dominick's Plaza North Riverside, IL 1977 53. Northland Plaza Fee and Ground 100.0 Built 209,515 Marshalls, Phar-Mor, Columbus, OH Lease (7) (2085) 1988 Service Merchandise (5) 54. Northwood Plaza Fee 100.0 Built 209,374 Target, Cinema Grill, Fort Wayne, IN 1974 (11) 55. Park Plaza Fee and Ground 100.0 Built 109,480 Walmart (5) Hopkinsville, KY Lease (7) (2039) 1968 56. Plaza at Buckland Fee 35.0 Built 336,935 Toys "R" Us, Jo-Ann Hills, The 1993 Etc., Kids "R" Us, Manchester, CT Service Merchandise, Comp USA, Linens-N-Thing's, Party City, Bolton's, The Floor Store
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Ownership Interest (Expiration Ownership Year Build or Name/Location if Lease)(1) Interest(2) Acquired Total GLA Anchors ------------- -------------------- ----------- ------------- --------- ------------------------ 57. Regency Plaza Fee 100.0 Built 287,526 Wal-Mart, Sam's St. Charles, MO 1988 Wholesale 58. Ridgewood Court Fee 35.0 Built 240,844 T.J. Maxx, Service Jackson, MS 1993 Merchandise, (11) 59. Rockaway Convenience Fee 100.0 Acquired 135,283 Kids "R" Us, AMCE Center 1998 Grocery, American Multi Rockaway, NJ Cinema 60. Royal Eagle Plaza Fee 35.0 Built 199,118 Kmart, Stein Mart Coral Springs, FL 1989 61. Shops at Northeast Fee 100.0 Built 226,611 Old Navy, Nordstrom Plaza, The 1999 Rack, Bed, Bath & Hurst, TX Beyond, Office Maxx, Ultra Cosmetics, Best Buy 62. St. Charles Fee 100.0 Built 432,860 Value City Furniture, Towne Plaza 1987 T.J. Maxx, Ames, Jo Ann Waldorf, MD Fabrics, CVS, Shoppers Food Warehouse, (11) 63. Teal Plaza Fee 100.0 Built 101,087 Circuit City, Hobby- Lafayette, IN 1962 Lobby, The Pep Boys 64. Terrace at The Fee 100.0 Built 332,980 Marshalls, Service Florida Mall 1989 Merchandise, Target, Orlando, FL Home Place, (11) 65. Tippecanoe Plaza Fee 100.0 Built 94,598 Best Buy, Barnes & Noble Lafayette, IN 1974 66. University Center Fee 60.0 Built 150,548 Best Buy, Michaels, South Bend, IN 1980 Service Merchandise 67. Village Park Plaza Fee 35.0 Built 503,070 Wal-Mart, Galyan's, Westfield, IN 1990 Frank's Nursery, Jo-Ann Fabrics, Kohl's, Marsh 68. Wabash Village Ground 100.0 Built 124,748 Kmart West Lafayette, IN Lease (2063) 1970 69. Washington Plaza Fee 100.0 Built 50,107 Kids "R" Us Indianapolis, IN 1976
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Ownership Interest (Expiration Ownership Year Build or Name/Location if Lease)(1) Interest(2) Acquired Total GLA Anchors ------------- -------------------- ----------- ------------- --------- ------------------------ 70. Waterford Lakes Fee 100.0 Built 544,048 Super Target, T.J. Maxx, Town Center 1999 Barnes & Noble, Regal Orlando, FL 20-Plex, Ross Dress for Less, PetsMart, Bed, Bath & Beyond, (11) 71. West Ridge Plaza Fee 100.0 Built 237,729 Target, T.J. Maxx, Toy's Topeka, KS 1988 "R" Us, Magic Forest 72. West Town Corners Fee 23.3 Built 384,988 Wal-Mart, Service Altamonte Springs, FL 1989 Merchandise, Sports Authority, PetsMart, Winn Dixie 73. Westland Park Plaza Fee 23.3 Built 163,154 Burlington Coat Factory, Orange Park, FL 1989 PetsMart, Sports Authority 74. White Oaks Plaza Fee 100.0 Built 400,303 Kohl's, Kids "R" Us, Springfield, IL 1986 Office Max, T.J. Maxx, Toys "R" Us, Cub Foods 75. Wichita Mall Ground 100.0 Built 379,461 Ward, Office Max, (11) Wichita, KS Lease (2022) 1969 76. Willow Knolls Court Fee 35.0 Built 382,377 Kohl's, Phar-Mor, Sam's Peoria, IL 1990 Wholesale Club, Willow Knolls Theaters 14 77. Wood Plaza Ground 100.0 Built 94,993 Country General Fort Dodge, LA Lease (2045) 1968 78. Yards Plaza, The Fee 35.0 Built 273,054 Burlington Coat Factory, Chicago, IL 1990 Ward, Dominick's (5) PROPERTIES UNDER CONSTRUCTION 1. Arundel Mills Anne Fee 37.5 (31) 1,400,000 Sun & Ski Sports, For Arundel, MD Your Entertainment, Iguana Amerimex, Jillian's, Bed, Bath & Beyond 2. Orlando Premium Outlets Fee 50.0 (32) 433,000 Orlando, FL
(Footnotes on Next Page) 27 - -------- (1) The date listed is the expiration date of the last renewal option available to the SPG Operating Partnership under the ground lease. In a majority of the ground leases, the lessee has either a right of first refusal or the right to purchase the lessor's interest. Unless otherwise indicated, each ground lease listed in this column covers at least 50% of its respective Property. (2) The SPG Operating Partnership's interests in some of the Properties held as joint venture interests are subject to preferences on distributions in favor of other partners or the SPG Operating Partnership. (3) This retailer operates two stores at this Property. (4) Primarily retail space with approximately 105,800 square feet of office space. (5) Indicates anchor has closed, but the SPG Operating Partnership still collects rents and/or fees under an agreement. (6) This Property is managed by a third party. (7) Indicates ground lease covers less than 15% of the acreage of this Property. (8) The SPG Operating Partnership receives substantially all of the economic benefit of these Properties. (9) Indicates anchor is currently under construction. (10) Indicates ground lease(s) cover(s) less than 50% of the acreage of the Property. (11) Includes an anchor space currently vacant. (12) Primarily retail space with approximately 119,900 square feet of office space. (13) The SPG Operating Partnership sold its 50% interest effective January 31, 2000. (14) The SPG Operating Partnership is entitled to 50% of the economic benefits of this property. (15) Indicates ground lease covers all of the Property except for parcels owned in fee by anchors. (16) Primarily retail space with approximately 52,000 square feet of office space. (17) The SPG Operating Partnership assumed management effective January 1, 2000. (18) Primarily retail space with approximately 69,900 square feet of office space (19) Primarily retail space with approximately 129,500 square feet of office space. (20) Primarily retail space with approximately 73,800 square feet of office space. (21) Includes outlots in which the SPG Operating Partnership has an 85% interest and which represent less than 3% of the GLA and total annualized base rent for the Property. (22) The SPG Operating Partnership owns 60% of the original phase of this Property and 55% of phase II. (23) Primarily retail space with approximately 167,100 square feet of office space. (24) Primarily retail space with approximately 499,700 square feet of office space. (25) Primarily office space with approximately 12,800 square feet of retail space. (26) Primarily office space with approximately 24,300 square feet of retail space. (27) Effective January 1, 2000, the SPG Operating Partnership acquired the remaining ownership interest in this property. (28) Indicates ground lease covers outparcel only. (29) The SPG Operating Partnership demolished the previously existing regional mall, Charles Towne Square, and is in the process of rebuilding this community center and a cinema on the land. (30) The SPG Operating Partnership sold its interest effective February 18, 2000. (31) Scheduled to open during the fall of 2000. (32) Scheduled to open during the summer of 2000. 28 Land Held for Development The SPG Operating Partnership has direct or indirect ownership interests in eleven parcels of land held for future development, containing an aggregate of approximately 828 acres located in eight states. In addition, the SPG Operating Partnership, through the Management Company, has interests in two parcels of land in Mt. Juliet, Tennessee and Gwinnett County, Georgia totaling 243 acres, which were previously held for development, but are now being marketed for sale. Joint Ventures At certain of the Properties held as joint ventures, the SPG Operating Partnership and its partners each have rights of first refusal, subject to certain conditions, to acquire additional ownership in the Property should the other partner decide to sell its ownership interest. In addition, certain of the Properties held as joint ventures contain "buy-sell" provisions, which gives the partners the right to trigger a purchase or sale of ownership interest amongst the partners. Mortgage Financing on Properties The following table sets forth certain information regarding the mortgages and other debt encumbering the Properties. All mortgage and property related debt is nonrecourse, although certain Unitholders have guaranteed a portion of the property related debt in the aggregate amount of $643.7 million. 29 MORTGAGE AND OTHER DEBT ON PORTFOLIO PROPERTIES (Dollars in thousands)
Interest Face Amount Annual Debt Maturity Property Name Rate at 12/31/99 Service Date ------------- -------- ----------- ----------- -------- Consolidated Indebtedness: Secured Indebtedness Simon Property Group, L.P. : Anderson Mall--1 (1)........... 6.57% $ 19,000 $ 1,248(2) 3/15/03(4) Anderson Mall--2 (1)........... 7.01% 8,500 596(2) 3/15/03(4) Arboretum...................... 7.32%(3) 34,000 2,490(2) 11/30/03(4) Arsenal Mall--1................ 6.75% 34,603 2,724 9/28/08 Arsenal Mall--2................ 8.20% 2,268 286 5/15/16 Battlefield Mall--1............ 7.50% 47,610 4,765 1/1/04 Battlefield Mall--2............ 6.81% 44,567 3,524 1/1/04 Biltmore Square................ 7.15% 25,765 2,795 1/1/01 Bloomingdale Court (5)......... 7.78% 29,879 2,578 10/1/09 Century III Mall--1............ 6.78% 66,000 4,475(2) 7/1/03 Chesapeake Center.............. 8.44% 6,563 554(2) 5/15/15 Chesapeake Square.............. 7.28% 46,739 4,883 1/1/01 Cielo Vista Mall--1 (6)........ 9.38% 54,502 5,672 5/1/07 Cielo Vista Mall--2 (6)........ 8.13% 1,731 156 11/1/05 Cielo Vista Mall--3 (6)........ 6.76% 38,584 3,039 5/1/07 CMBS Loan--Fixed Component (7)........................... 7.31% 175,000 12,790(2) 12/15/07 CMBS Loan--Variable Component (7)........................... 6.16%(8) 50,000 3,078(2) 12/15/07 College Mall--1 (9)............ 7.00% 41,598 3,908 1/1/09 College Mall--2 (9)............ 6.76% 11,883 935 1/1/09 Columbia Center................ 7.62% 42,326 3,225(2) 3/15/02 Crystal River.................. 8.82%(10) 15,292 1,349(2) 1/1/01 Eastgate Consumer Mall......... 6.82%(11) 22,929 1,564(2) 3/29/02(4) Eastland Mall (OK)--1 (12)..... 6.81% 15,000 1,022(2) 3/15/03(4) Florida Mall, The.............. 6.65% 90,000 5,985(2) 2/28/00 Forest Mall--1 (12)............ 6.57% 12,800 841(2) 3/15/03(4) Forest Mall--2 (12)............ 6.81% 2,750 187(2) 3/15/03(4) Forest Plaza (5)............... 7.78% 16,388 1,414 10/1/09 Forest Village Park Mall--1 (1)........................... 6.57% 20,600 1,353(2) 3/15/03(4) Forest Village Park Mall--2 (1)........................... 7.01% 1,250 88(2) 3/15/03(4) Forum Phase I--Class A-1....... 7.13% 46,996 3,348(2) 5/15/04 Forum Phase I--Class A-2....... 6.19%(13) 44,386 2,747(2) 5/15/04 Forum Phase II--Class A-1...... 7.13% 43,004 3,064(2) 5/15/04 Forum Phase II--Class A-2...... 6.19%(13) 40,614 2,514(2) 5/15/04 Golden Ring Mall (12).......... 6.57% 29,750 1,955(2) 3/15/03(4) Great Lakes Mall--1............ 6.74% 52,632 3,547(2) 3/1/01 Great Lakes Mall--2............ 7.07% 8,489 600(2) 3/1/01 Greenwood Park Mall--1 (9)..... 7.00% 34,839 3,273 1/1/09 Greenwood Park Mall--2 (9)..... 6.76% 61,397 4,831 1/1/09 Grove at Lakeland Square, The.. 8.44% 3,750 317(2) 5/15/15 Gulf View Square............... 8.25% 37,064 3,652 10/1/06 Highland Lakes Center.......... 7.32%(3) 14,377 1,053(2) 3/1/02 Hutchinson Mall--1 (12)........ 8.44% 11,382 1,108 3/15/03(4) Hutchinson Mall--2(12)......... 6.81% 4,500 306(2) 3/15/03(4) Jefferson Valley Mall.......... 6.37%(14) 50,000 3,186(2) 1/12/00
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Interest Face Amount Annual Debt Maturity Property Name Rate at 12/31/99 Service Date ------------- -------- ----------- ----------- -------- Keystone at the Crossing...... 7.85% 63,569 5,642 7/1/27 Lake View Plaza (5)........... 7.78% 21,785 1,880 10/1/09 Lakeline Mall................. 7.65% 72,180 6,300 5/1/07 Lakeline Plaza (5)............ 7.78% 23,883 2,061 10/1/09 Lima Mall--1.................. 7.12% 14,180 1,010(2) 3/1/02 Lima Mall--2.................. 7.12% 4,723 336(2) 3/1/02 Lincoln Crossing (5).......... 7.78% 3,298 285 10/1/09 Longview Mall--1 (1).......... 6.57% 22,100 1,452(2) 3/15/03(4) Longview Mall--2 (1).......... 7.01% 5,500 386(2) 3/15/03(4) Mainland Crossing............. 7.32%(3) 1,603 117(2) 3/31/02 Markland Mall (12)............ 6.57% 10,000 657(2) 3/15/03(4) Matteson Plaza (5)............ 7.78% 9,593 828 10/1/09 McCain Mall--1 (6)............ 9.38% 25,450 2,721 5/1/07 McCain Mall--2 (6)............ 6.76% 17,809 1,402 5/1/07 Melbourne Square.............. 7.42% 38,869 3,374 2/1/05 Miami International Mall...... 6.91% 45,920 3,758 12/21/03 Midland Park Mall--1 (12)..... 6.57% 22,500 1,478(2) 3/15/03(4) Midland Park Mall--2 (12)..... 6.81% 5,500 375(2) 3/15/03(4) Muncie Plaza (5).............. 7.78% 8,294 716 10/1/09 Net Lease (Atlanta)........... 8.00% 868 263 12/1/02 Net Lease (Braintree)......... 9.75% 22 66 4/1/00 Net Lease (Chattanooga)....... 6.80% 625 274 5/31/02 North East Mall............... 7.20%(15) 73,636 5,300(2) 5/21/04(4) North Riverside Park Plaza-- 1............................ 9.38% 3,769 452 9/1/02 North Riverside Park Plaza-- 2............................ 10.00% 3,617 420 9/1/02 North Towne Square (12)....... 6.57% 23,500 1,544(2) 3/15/03(4) Northgate Shopping Center..... 7.62% 79,035 6,022(2) 3/15/02 Orland Square................. 7.74%(16) 50,000 3,871(2) 9/1/01 Paddock Mall.................. 8.25% 29,478 2,905 10/1/06 Palm Beach Mall............... 7.50% 49,419 4,803 12/15/02 Port Charlotte Town Center-- 1............................ 7.28% 45,024 3,857 1/1/01 Port Charlotte Town Center-- 2............................ 7.28% 7,075 591 1/1/01 Randall Park Mall--1.......... 7.33% 35,000 2,566(2) 7/11/08 Randall Park Mall--2.......... 7.33% 5,000 367(2) 7/11/08 Regency Plaza (5)............. 7.78% 4,497 388 10/1/09 Richmond Towne Square......... 6.82%(11) 45,898 3,131(2) 7/15/03(4) River Oaks Center............. 8.67% 32,500 2,818(2) 6/1/02 Shops @ Mission Viejo......... 6.87%(17) 110,068 7,564(2) 9/14/03(4) South Park Mall--1 (1)........ 7.25% 19,508 1,717 3/15/03(4) South Park Mall--2 (1)........ 7.01% 6,876 570 3/15/03(4) St. Charles Towne Plaza (5)... 7.78% 28,780 2,483 10/1/09 Sunland Park Mall (18)........ 8.63% 39,125 3,773 1/1/26 Tacoma Mall................... 7.62% 92,474 7,047(2) 3/15/02 Terrace at Florida Mall, The.. 8.44% 4,688 396(2) 5/15/15 Tippecanoe Mall--1 (9)........ 8.45% 45,485 4,647 1/1/05 Tippecanoe Mall--2 (9)........ 6.81% 15,845 1,253 1/1/05 Towne East Square--1 (9)...... 7.00% 54,998 5,167 1/1/09 Towne East Square--2 (9)...... 6.81% 24,758 1,958 1/1/09 Treasure Coast Square--1...... 7.42% 52,427 4,714 1/1/06 Treasure Coast Square--2...... 8.06% 11,992 1,127 1/1/06
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Interest Face Amount Annual Debt Maturity Property Name Rate at 12/31/99 Service Date ------------- -------- ----------- ----------- -------- Trolley Square--1........ 5.81% 19,000 1,104(2) 7/23/00(19) Trolley Square--2........ 7.32%(3) 4,641 340(2) 7/23/00 Trolley Square--3........ 7.32%(3) 3,500 256(2) 7/23/00 University Park Mall..... 7.43% 59,500 4,421(2) 10/1/07 Valle Vista Mall--1 (6).. 9.38% 33,707 3,604 5/1/07 Valle Vista Mall--2 (6).. 6.81% 7,916 626 5/1/07 Waterford Lakes.......... 7.22%(20) 30,336 2,191(2) 8/16/04(4) West Ridge Plaza (5)..... 7.78% 5,796 500 10/1/09 White Oaks Mall.......... 7.41%(21) 16,500 1,223(2) 3/1/00 White Oaks Plaza (5)..... 7.78% 17,688 1,526 10/1/09 Windsor Park Mall--1..... 8.00% 5,694 544 6/1/00 Windsor Park Mall--2..... 8.00% 8,749 787 5/1/12 ----------- Total Consolidated Secured Indebtedness.................... $ 3,087,077 =========== Unsecured Indebtedness Simon Property Group, L.P. : Medium Term Notes--1..... 7.13% 100,000 7,125(22) 6/24/05 Medium Term Notes--2..... 7.13% 180,000 12,825(22) 9/20/07 Putable Asset Trust Securities.............. 6.75% 100,000 6,750(22) 11/15/03 Unsecured Term Loan...... 6.62%(23) 150,000 9,934(2) 2/28/02(4) Unsecured Notes--1....... 6.88% 250,000 17,188(22) 11/15/06 Unsecured Notes--2A...... 6.75% 100,000 6,750(22) 7/15/04 Unsecured Notes--2B...... 7.00% 150,000 10,500(22) 7/15/09 Unsecured Notes--3....... 6.88% 150,000 10,313(22) 10/27/05 Unsecured Notes--4A...... 6.63% 375,000 24,844(22) 6/15/03 Unsecured Notes--4B...... 6.75% 300,000 20,250(22) 6/15/05 Unsecured Notes--4C...... 7.38% 200,000 14,750(22) 6/15/18 Unsecured Notes--5A...... 6.75% 300,000 20,250(22) 2/9/04 Unsecured Notes--5B...... 7.13% 300,000 21,375(22) 2/9/09 Unsecured Revolving Credit Facility-- (1.25B)................. 6.47%(24) 785,000 50,809(2) 8/25/02 Acquisition Facility--2 (1.4B).................. 6.47%(25) 450,000 29,126(2) 3/24/00 Acquisition Facility--3 (1.4B).................. 6.47%(25) 500,000 32,363(2) 9/24/00 Mandatory Par Put Remarketed Securities... 7.00%(26) 200,000 14,000(22) 6/15/08 ----------- 4,590,000 Shopping Center Associates: Unsecured Notes--SCA 1... 6.75% 150,000 10,125(22) 1/15/04 Unsecured Notes--SCA 2... 7.63% 110,000 8,388(22) 5/15/05 ----------- 260,000 The Retail Property Trust: Unsecured Notes--CPI 1... 9.00% 250,000 22,500(22) 3/15/02 Unsecured Notes--CPI 2... 7.05% 100,000 7,050(22) 4/1/03 Unsecured Notes--CPI 3... 7.75% 150,000 11,625(22) 8/15/04 Unsecured Notes--CPI 4... 7.18% 75,000 5,385(22) 9/1/13 Unsecured Notes--CPI 5... 7.88% 250,000 19,688(22) 3/15/16 ----------- 825,000 ----------- Total Consolidated Unsecured Indebtedness.................... $ 5,675,000 ----------- Total Consolidated Indebtedness at Face Amounts................. $ 8,762,077 Net Premium on Indebtedness...... $ 6,764 ----------- Total Consolidated Indebtedness.. $ 8,768,841(27) ===========
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Interest Face Amount Annual Debt Maturity Property Name Rate at 12/31/99 Service Date ------------- -------- ----------- ----------- -------- Joint Venture Indebtedness (28): Apple Blossom Mall............ 7.99% 40,926 3,874 9/10/09 Arizona Mills................. 7.12%(29) 142,216 10,129(2) 2/1/02(4) Atrium at Chestnut Hill--1.... 7.29% 42,846 4,139 4/1/01 Atrium at Chestnut Hill--2.... 8.16% 11,725 1,125 4/1/01 Auburn Mall................... 7.99% 47,913 4,222 9/10/09 Aventura Mall--A.............. 6.55% 141,000 9,231(2) 4/6/08 Aventura Mall--B.............. 6.60% 25,400 1,675(2) 4/6/08 Aventura Mall--C.............. 6.89% 33,600 2,314(2) 4/6/08 Avenues, The.................. 8.36% 56,951 5,555 5/15/03 Cape Cod Mall................. 7.62%(30) 59,665 4,548(2) 4/1/03(4) Circle Centre Mall--1......... 6.26%(31) 60,000 3,758(2) 1/31/04(4) Circle Centre Mall--2......... 7.32%(32) 7,500 549(2) 1/31/04(4) CMBS Loan--Fixed Component (IBM) (33)................... 7.41% 300,000 22,229(2) 5/1/06 CMBS Loan--Floating Component (IBM) (33)................... 6.32% 185,000 11,693(2) 5/1/03 Cobblestone Court............. 7.22%(34) 6,180 446(2) 11/30/05 Concord Mills................. 7.17%(35) 164,442 11,795(2) 12/2/03(4) Coral Square.................. 7.40% 53,300 3,944(2) 12/1/00 Crystal Court................. 7.22%(34) 3,570 258(2) 11/30/05 Crystal Mall.................. 8.66% 49,235 5,384 2/1/03 Dadeland Mall................. 6.52%(36) 140,000 9,132(2) 12/10/00 Emerald Square Mall........... 9.16% 157,500 14,427(2) 4/1/00 Fairfax Court................. 7.22%(34) 10,320 745(2) 11/30/05 Gaitway Plaza................. 7.22%(34) 7,350 531(2) 11/30/05 Grapevine Mills--2............ 6.47% 155,000 10,029(2) 10/1/08 Great Northeast Plaza......... 9.04% 17,519 2,110 6/1/06 Greendale Mall................ 8.23% 42,000 3,457(2) 11/1/06 Gwinnett Place--1............. 7.54% 39,446 3,412 4/1/07 Gwinnett Place--2............. 7.25% 85,960 7,070 4/1/07 Highland Mall--1.............. 9.75% 7,453 1,655 12/1/09 Highland Mall--2.............. 8.50% 188 116 10/1/01 Highland Mall--3.............. 9.50% 1,822 607 11/1/01 Indian River Commons.......... 7.58% 8,399 637(37) 11/1/04 Indian River Mall............. 7.58% 46,602 3,532(37) 11/1/04 Lakeland Square............... 7.26% 51,840 4,368 12/22/03 Liberty Tree Mall--1.......... 7.32%(3) 47,319 4,176 10/1/01 Liberty Tree Mall--2.......... 9.98%(38) 8,377 925 10/1/01 Mall at Rockingham............ 7.79%(39) 100,000 7,793(2) 8/24/00 Mall of America............... 6.69%(40) 312,000 20,881(2) 11/19/03 Mall of Georgia............... 7.09% 200,000 14,180(2) 7/1/10 Mall of Georgia Crossing...... 7.25% 23,931 1,735(2) 6/10/06(4) Mall of New Hampshire--1...... 6.96% 104,779 8,345 10/1/08 Mall of New Hampshire--2...... 8.53% 8,483 987 10/1/08 Metrocenter................... 8.45% 30,769 3,028 2/28/08 Montreal Forum................ 6.50%(41) 11,011 716(2) 1/31/02 Northfield Square............. 9.52% 23,753 2,575 4/1/00 Northshore Mall............... 9.05% 161,000 14,571(2) 5/14/04 Ontario Mills--4.............. 0.00%(42) 5,000 300(40) 12/28/09 Ontario Mills--5.............. 6.75% 143,594 11,042 11/2/08 Orlando Premium Outlets....... 7.32%(43) 20,845 1,526(2) 2/12/04(4)
33
Interest Face Amount Annual Debt Maturity Property Name Rate at 12/31/99 Service Date ------------- -------- ----------- ----------- -------- Plaza at Buckland Hills, The........................ 7.22%(34) 17,680 1,276(2) 11/30/05 Ridgewood Court............. 7.22%(34) 7,980 576(2) 11/30/05 Royal Eagle Plaza........... 7.22%(34) 7,920 572(2) 11/30/05 Seminole Towne Center....... 6.88% 70,500 4,850(2) 1/1/06 Shops at Sunset Place, The.. 7.07%(44) 102,191 7,227(2) 6/30/02(4) Smith Haven Mall............ 7.86% 115,000 9,039(2) 6/1/06 Solomon Pond................ 7.83% 96,250 8,564 2/1/04 Source, The--2.............. 6.65% 124,000 8,246(2) 11/6/08 Square One.................. 8.40% 105,825 10,138 12/1/01 Tower Shops, The............ 7.02%(45) 12,900 906 3/13/00 Town Center at Cobb--1...... 7.54% 50,205 4,347 4/1/07 Town Center at Cobb--2...... 7.25% 65,471 5,381 4/1/07 Village Park Plaza.......... 7.22%(34) 8,960 647(2) 11/30/05 West Town Corners........... 7.22%(34) 10,330 746(2) 11/30/05 West Town Mall.............. 6.90% 76,000 5,244(2) 5/1/08 Westchester, The--1......... 8.74% 150,849 14,478 9/1/05 Westchester, The--2......... 7.20% 53,674 4,402 9/1/05 Westland Park Plaza......... 7.22%(34) 4,950 357(2) 11/30/05 Willow Knolls Court......... 7.22%(34) 6,490 469(2) 11/30/05 Yards Plaza, The............ 7.22%(34) 8,270 597(2) 11/30/05 ---------- Total Joint Venture Indebtedness at Face Amounts....................... $4,499,174 Premium on Indebtedness............. $ 22,521 ---------- Total Joint Venture Indebtedness.... $4,521,695(46) ==========
- -------- (1) Loans secured by these four Properties are cross-collateralized and cross- defaulted. (2) Requires monthly payment of interest only. (3) LIBOR + 1,500%. (4) Includes applicable extension available at the SPG Operating Partnership's option. (5) These eleven Properties are cross-collateralized and cross-defaulted. (6) These three Properties are cross-collateralized and cross-defaulted. (7) Secured by cross-collateralized and cross-defaulted mortgages encumbering seven of the Properties (Bay Park Square, Boardman Plaza, Cheltenham Square, De Soto Square, Upper Valley Mall, Washington Square, and West Ridge Mall). (8) LIBOR + 0.365% through an interest rate protection agreement is effectively fixed at an all-in-one rate of 6.16%. (9) Loans secured by these four Properties are cross-collateralized and cross- defaulted. (10) LIBOR + 3.000%. (11) LIBOR + 1.000% (12) Loans secured by these seven Properties are cross-collateralized and cross-defaulted. (13) LIBOR + 0.300%, through an interest rate protection agreement is effectively fixed at an all-in-one rate of 6.19%. (14) LIBOR + 0.550% with LIBOR capped at 8.700% through maturity. (15) LIBOR + 1.375%. (16) LIBOR + 0.500%, with LIBOR swapped at 7.24% through maturity. (17) LIBOR + 1.050%. (18) Lender also participates in a percentage of certain gross receipts above a specified base. (19) July 23, 2000 is the earliest date on which the lender may call the bonds. (20) LIBOR + 1.400%. (21) LIBOR + 1.300%, with LIBOR set using a 90 day rate. 34 (22) Requires semi-annual payments of interest only. (23) LIBOR + 0.800%. (24) $1,250,000 unsecured revolving credit facility. Currently, bears interest at LIBOR + 0.650% and provides for different pricing based upon the SPG Operating Partnership's investment grade rating. Two interest rate caps currently limit LIBOR on $90,000 and $50,000 of this indebtedness to 11.53% and 16.77%, respectively. As of 12/31/99, $460,519 was available after outstanding borrowings and letters of credit. (25) LIBOR + 0.650%. Consists of two tranches of $450,000 and $500,000 due 03/24/00 and 09/24/00, respectively. Commitments have been received in excess of $450,000 to refinance the first tranche for one year. SPG and the SPG Operating Partnership are co-obligors of this debt. (26) The MOPPRS have an actual maturity of June 15, 2028, but are subject to mandatory tender on June 16, 2008. (27) Includes minority interest partners' share of consolidated indebtedness of $160,517. (28) As defined in the accompanying consolidated financial statements, Joint Venture Properties are those accounted for using the equity method of accounting. (29) LIBOR + 1.300%, with LIBOR capped at 9.500% through maturity. (30) LIBOR + 1.800%. (31) LIBOR + 0.440%, with LIBOR capped at 8.81% through maturity. (32) LIBOR + 1.500%, with LIBOR capped at 7.75% through maturity. (33) These Commercial Mortgage Notes are secured by cross-collateralized mortgages encumbering thirteen Properties (Eastland Mall, Empire East, Empire Mall, Granite Run Mall, Mesa Mall, Lake Square, Lindale Mall, Northpark Mall, Southern Hills Mall, Southpark Mall, Southridge Mall, Rushmore Mall, and Valley Mall). A weighted average rate is used for each component. The floating component has an interest protection agreement which caps LIBOR at 11.67%. (34) The interest rate on this cross-collateralized and cross-defaulted mortgage is fixed at 7.22% through November of 2000 and thereafter the rate is the greater of 7.22% or 2.00% over the then current yield of a six month treasury bill selected by lender. (35) LIBOR + 1.350%. (36) LIBOR + 0.700%. (37) Loans require monthly interest payments only until they begin amortizing November, 2000. (38) LIBOR + 4.160%. (39) LIBOR + 1.970%. (40) LIBOR + 0.870%, with LIBOR capped at 8.130% through April 30, 2000. (41) Canadian Prime. (42) Beginning January 2000, this note will bear interest at 6.000%. (43) LIBOR + 1.500%, rate may be reduced based upon project performance. (44) LIBOR + 1.250%, rate may be reduced based upon project performance. (45) LIBOR + 1.200%. (46) Includes outside partners' share of indebtedness of $2,635,335 and indebtedness of an affiliate of $37,097. 35 Item 3. Legal Proceedings Please refer to Note 13 of the attached audited financial statements of the SPG Operating Partnership for a summary of material litigation. SPG Properties and the SPG Operating Partnership are subject to routine litigation and administrative proceedings arising in the ordinary course of its business, none of which are expected to have a material adverse effect on its financial position or results of operations. Item 4. Submission of Matters to a Vote of Security Holders None. PART II Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters Market Information There is no established public trading market for SPG Properties common stock, which is substantially wholly-owned by SPG. The following table sets forth for the periods indicated, the distributions declared per share of SPG Properties common stock:
Declared Distribution ------------ 1999 1st Quarter................................................ $ 0.5050 2nd Quarter................................................ $ 0.5050 3rd Quarter................................................ $ 0.5050 4th Quarter................................................ $ 0.5050 1998 1st Quarter................................................ $ 0.5050 2nd Quarter................................................ $ 0.5050 3rd Quarter................................................ $ 0.5050 4th Quarter................................................ $ 0.5050(1)
- -------- (1) Includes a $0.4721 distribution declared in the third quarter of 1998, but not payable until the fourth quarter of 1998, related to the CPI Merger, designated to align the time periods of distribution payments of the merged companies. The current annual distribution rate is $2.02 per share. Holders The number of holders of record of the shares of common stock of SPG Properties was 109 as of March 13, 2000. Unregistered Sales of Equity Securities SPG Properties did not issue any equity securities that were not required to be registered under the Securities Act of 1933, as amended during the fourth quarter of 1999. 36 Item 6. Selected Financial Data The following table sets forth selected financial data for SPG Properties. The financial data should be read in conjunction with the financial statements and notes thereto and with Management's Discussion and Analysis of Financial Condition and Results of Operations.
As of or for the Year Ended December 3l, ------------------------------------------------------ 1999(1) 1998(1) 1997(1) 1996 1995 ---------- ---------- ---------- ---------- ---------- (in thousands, except per share data) OPERATING DATA(2): Total revenue........... $ -- $ 932,619 $1,054,167 $ 747,704 $ 553,657 Equity in income of the SPG Operating Partnership(3)......... 137,764 44,313 -- -- -- Income before extraordinary items.... 137,764 185,586 203,133 134,663 101,505 Net income available to common shareholders.... $ 108,428 $ 116,509 $ 107,989 $ 72,561 $ 57,781 Distributions per common share(4)............... $ 2.02 $ 2.02 $ 2.01 $ 1.63 $ 1.97 BALANCE SHEET DATA: Cash and cash equivalents............ $ 0 $ 0 $ 109,699 $ 64,309 $ 62,721 Total assets............ 2,072,186 2,108,291 7,662,667 5,895,910 2,556,436 Mortgages and other indebtedness........... 0 0 5,077,990 3,681,984 1,980,759 Shareholders' equity.... $2,072,186 $2,108,291 $1,556,862 $1,304,891 $ 232,946
- -------- (1) Notes 3, 4 and 5 to the accompanying financial statements of the SPG Operating Partnership describe the CPI Merger, which occurred on September 24, 1998, and other 1999, 1998 and 1997 real estate acquisitions and development. (2) SPG Properties does not report earnings per share, because substantially all of the common stock of SPG Properties is owned by SPG. (3) See Note 2 to the accompanying financial statements of SPG Properties. (4) Represents distributions declared per period, which, in 1996, includes a distribution of $0.1515 per share declared on August 9, 1996, in connection with the DRC Merger, designated to align the time periods of distributions of the merged companies. The current annual distribution rate is $2.02 per share. 37 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with the Selected Financial Data, and all of the financial statements and notes thereto included elsewhere herein. 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 SPG Properties (see below) 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 As of December 31, 1999, SPG Properties, Inc. ("SPG Properties"), including its consolidated subsidiary, held a 48.0% ownership interest in Simon Property Group, LP (the "SPG Operating Partnership"). This investment is their sole asset and represents their only source of income. For these reasons, management has based the following discussion on the results of operations and financial position of the SPG Operating Partnership. Prior to the September 24, 1998 acquisition, through merger, of Corporate Property Investors, Inc. ("CPI") (the "CPI Merger") (see Note 4 to the financial statements of the SPG Operating Partnership), SPG Properties (formerly Simon DeBartolo Group, Inc.) and subsidiary accounted for their interests in the SPG Operating Partnership using the consolidated method of accounting. As a result of the CPI Merger and related transactions, SPG Properties and subsidiary began accounting for their noncontrolling interests in the SPG Operating Partnership using the equity method of accounting. 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 December 31, 1999, the SPG Operating Partnership owned or held an interest in 258 income-producing properties in the United States, which consisted of 167 regional malls, 78 community shopping centers, four specialty retail centers, five office and mixed-use properties and four value-oriented super-regional malls in 36 states (the "Properties"), five additional retail real estate properties operating in Europe and two properties currently under construction (the "Portfolio" or the "Portfolio Properties"). The SPG Operating Partnership also holds substantially all of the economic interest in M.S. Management Associates, Inc. (the "Management Company"). See Note 8 to the attached financial statements of the SPG Operating Partnership for a description of the activities of the Management Company. Operating results of the SPG Operating Partnership for the two years ended December 31, 1999 and 1998, and their comparability to the respective prior periods, have been significantly impacted by a number of Property acquisitions and openings beginning in 1997. The greatest impact on results of operations has come from the CPI Merger and the acquisition of Shopping Center Associates (the "SCA Acquisition"), which included a series of transactions from September 29, 1997 to June 1, 1998 (see Note 5 to the financial statements of the SPG Operating Partnership). In addition, the SPG Operating Partnership acquired ownership interests in, or commenced operations of, a number of other Properties throughout the comparative periods and, as a result, increased the number of Properties it accounts for using the consolidated method of accounting and sold interests in several Properties throughout the comparative periods (together, the "Property Transactions"). Please refer to "Liquidity and Capital Resources" for additional information on such 1999 activity and refer to Note 5 to the financial statements of the SPG Operating Partnership for information about acquisitions, dispositions and development activity prior to 1999. 38 Results of Operations Year Ended December 31, 1999 vs. Year Ended December 31, 1998 Operating income of the SPG Operating Partnership increased $212.7 million or 33.2% in 1999 as compared to 1998. This increase is primarily the result of the CPI Merger ($141.3 million) and the Property Transactions ($23.0 million). Excluding these transactions, operating income increased approximately $48.5 million, primarily resulting from an approximately $15.1 million increase in consolidated revenues realized from marketing initiatives throughout the Portfolio from the SPG Operating Partnership's strategic marketing division, Simon Brand Ventures ("SBV"); a $39.1 million increase in minimum rents; a $6.3 million increase in gains from sales of peripheral properties; a $7.2 million increase in interest income and a $4.3 million increase in lease settlement income, partially offset by a $14.1 million increase in depreciation and amortization and an $8.6 million decrease in fee income. 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 $7.9 million increase in rents from tenants operating under license agreements. The increase in depreciation and amortization is primarily due to an increase in depreciable real estate realized through renovation and expansion activities. Interest expense of the SPG Operating Partnership increased $159.6 million, or 38.0% in 1999 as compared to 1998. This increase is primarily a result of the CPI Merger ($124.9 million) and the Property Transactions ($18.0 million). The remaining increase includes incremental interest resulting from the SPG Operating Partnership's 1998 issuance of $1,075 million of public notes, the proceeds of which were used primarily to pay down the Credit Facility (see Liquidity and Capital Resources) ($4.5 million), and incremental interest on borrowings under the Credit Facility to complete the NED Acquisition, and acquire ownership interests in the IBM Properties and Mall of America ($6.3 million) (see Liquidity and Capital Resources and Notes 3 and 5 to the financial statements of the SPG Operating Partnership). Income from unconsolidated entities of the SPG Operating Partnership increased $21.5 million in 1999, resulting from an increase in the SPG Operating Partnership's share of income from partnerships and joint ventures ($22.6 million), partially offset by a decrease in its share of the income from the Management Company ($1.1 million). The increase in the SPG Operating Partnership's share of income from partnerships and joint ventures is primarily the result of the joint venture interests acquired in the CPI Merger ($11.4 million), the IBM Properties ($3.2 million) and the NED Acquisition ($3.1 million). The decrease in Management Company income is primarily the result of losses associated with interests in two parcels of land held by the Management Company ($7.3 million), partially offset by increases in SBV revenues ($2.9 million), construction services revenues ($1.3 million) and increased earnings from a subsidiary captive insurance company ($1.1 million). As discussed further in Note 13 to the financial statements of the SPG Operating Partnership, the $12.0 million unusual item in 1999 of the SPG Operating Partnership's consolidated statements of operations is the estimated result of damages arising from the litigation surrounding the 1996 acquisition through merger of DeBartolo Realty Corporation (the "DRC Merger"). The actual amount of damages has not yet been determined by the courts. 39 The $6.7 million extraordinary loss of the SPG Operating Partnership and $7.1 million extraordinary gain in 1999 and 1998, respectively, are the net results from refinancings, early extinguishments and/or forgiveness of debt. Net income of the SPG Operating Partnership was $291.1 million during 1999, an increase of $50.7 million over 1998, primarily for the reasons discussed above, and was allocated to the SPG Operating Partnership's partners, including SPG Properties, based upon their preferred Unit preferences and weighted average ownership interests in the SPG Operating Partnership during the year. During 1999, SPG Properties was allocated $108.4 million of income from the SPG Operating Partnership for the Units it held in the SPG Operating Partnership and an additional $29.3 million for its preferred unit preference in the SPG Operating Partnership. Year Ended December 31, 1998 vs. Year Ended December 31, 1997 Operating income of the SPG Operating Partnership increased $163.0 million or 34.2% in 1998 as compared to 1997. This increase is primarily the result of the CPI Merger ($60.3 million), the SCA Acquisition ($55.1 million), the Property Transactions ($18.5 million) and approximately $12.9 million from SBV. Excluding these transactions, operating income increased approximately $16.2 million, primarily due to a $20.2 million increase in minimum rent, and increases in gains from sales of peripheral properties ($3.4 million) and interest income ($2.8 million), partially offset by a $6.3 million increase in depreciation and amortization and a $4.3 million increase in recoverable expenses over tenant reimbursements. The increase in minimum rents 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 depreciation and amortization is primarily due to an increase in depreciable real estate realized through renovation and expansion activities. Interest expense of the SPG Operating Partnership increased $132.5 million, or 46.0% in 1998 as compared to 1997. This increase is primarily a result of the CPI Merger ($45.8 million), the SCA Acquisition ($59.1 million) and the Property Transactions ($15.0 million) and incremental interest ($12.7 million) on borrowings under the Credit Facility to acquire the IBM Properties (see Note 5 to the financial statements of the SPG Operating Partnership). The $7.3 million loss on the sale of an asset in 1998 is the result of the June 30, 1998 sale of Southtown Mall for $3.3 million. The SPG Operating Partnership's income from unconsolidated entities increased $9.0 million from $19.2 million in 1997 to $28.1 million in 1998, resulting from an increase in the SPG Operating Partnership's share of income from partnerships and joint ventures ($13.6 million), partially offset by a decrease in the SPG Operating Partnership's share of income from the Management Company ($4.6 million). The increase in the SPG Operating Partnership's share of income from partnerships and joint ventures is primarily the result of the addition of the IBM Properties ($14.5 million) and the CPI Merger ($6.8 million), partially offset by the increase in the amortization of the excess of the SPG Operating Partnerships' investment over their share of the equity in the underlying net assets of unconsolidated joint-venture Properties ($8.7 million). The decrease in Management Company includes a $6.0 million decrease in development fee income. The $7.1 million gain from extraordinary items in 1998 is the result of debt forgiveness, partially offset by prepayment penalties and write-offs of mortgage costs associated with early extinguishments of debt. Net income of the SPG Operating Partnership was $240.4 million in 1998, as compared to $203.2 million in 1997, reflecting an increase of $37.2 million, for the reasons discussed above, and was allocated to the SPG Operating Partnership's partners, including SPG Properties, based on their preferred unit preferences and weighted average ownership interests in the SPG Operating Partnership during the year. During 1998, SPG Properties was allocated $116.5 million of income from the SPG Operating Partnership for the Units it held in the SPG Operating Partnership and an additional $29.3 million for its preferred unit preference in the SPG Operating Partnership. 40 Liquidity and Capital Resources As of December 31, 1999, the SPG Operating Partnership's balance of unrestricted cash and cash equivalents was $153.7 million, including $72.4 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 has a $1.25 billion unsecured revolving credit facility (the "Credit Facility") which had available credit of $461 million at December 31, 1999. 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 Unitholders. 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. Sensitivity Analysis. The SPG Operating Partnership's future earnings, cash flows and fair values relating to financial instruments are primarily dependent upon prevalent market rates of interest, primarily LIBOR. Based upon consolidated indebtedness and interest rates at December 31, 1999, a 0.25% increase in the market rates of interest would decrease future earnings and cash flows by approximately $5.8 million, and would decrease the fair value of debt by approximately $170 million. A 0.25% decrease in the market rates of interest would increase future earnings and cash flows by approximately $5.8 million, and would increase the fair value of debt by approximately $180 million. Financing and Debt At December 31, 1999, the SPG Operating Partnership had consolidated debt of $8,769 million, of which $6,275 million was fixed-rate debt, bearing interest at a weighted average rate of 7.3% and $2,494 million was variable-rate debt bearing interest at a weighted average rate of 6.6%. As of December 31, 1999, the SPG Operating Partnership had interest rate protection agreements related to $438 million of consolidated variable-rate debt. The SPG Operating Partnership's interest rate protection agreements did not materially impact interest expense or weighted average borrowing rates in 1999. 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 $6,017 million, with $4,459 million thereafter. The SPG Operating Partnership, together with SPG and the SRC Operating Partnership (see Note 1 to the financial statements of the SPG Operating Partnership), have a combined ratio of consolidated debt-to-market capitalization of 58.1% and 51.2% at December 31, 1999 and 1998, respectively. The increase is primarily the result of a decrease in the estimated value of the Units. The following summarizes significant financing and refinancing transactions completed in 1999: Financings Related to the NED Acquisition. The SPG Operating Partnership's approximately $894 million share of the cost of the NED Acquisition (see below) included the assumption of approximately $530.0 million of mortgage indebtedness; $177.1 million in cash; the issuance of 1,269,446 Units valued at approximately $36.4 million; the issuance of 2,584,227 7% Convertible Preferred Units in the SPG Operating Partnership valued at approximately $72.8 million; and 2,584,227 8% Redeemable Preferred Units in the SPG Operating Partnership valued at approximately $78.0 million. The SPG Operating Partnership's share of the cash portion of the purchase price was financed primarily using the Credit Facility. 41 In connection with the NED Acquisition, SPG borrowed $92.8 million from the SPG Operating Partnership at 7.8% interest with a maturity of December 2009. SPG used the proceeds to purchase a noncontrolling 88% interest in one of the NED Properties. SPG contributed its interest in such Property to the SPG Operating Partnership in exchange for 3,617,070 Units. The SPG Operating Partnership then contributed its interest in such Property to Mayflower (see Note 3 to the accompanying financial statements of the SPG Operating Partnership) in exchange for an ownership interest in Mayflower. Secured Indebtedness. During 1999, the SPG Operating Partnership refinanced approximately $295 million of mortgage indebtedness on five of the Properties. The SPG Operating Partnership's share of the refinanced debt is approximately $270 million. The weighted average maturity of the indebtedness increased from approximately 2.0 years to 7.4 years, while the weighted average interest rates decreased from approximately 8.0% to 7.7%. Credit Facility. During 1999, the SPG Operating Partnership obtained a three-year extension on the Credit Facility to August 25, 2002, with an additional one-year automatic extension available at the option of the SPG Operating Partnership. The maximum and average amounts outstanding during 1999 under the Credit Facility were $785 million and $487 million, respectively. Unsecured Notes. On February 4, 1999, the SPG Operating Partnership completed the sale of $600 million of senior unsecured notes. The notes include two $300 million tranches. The first tranche bears interest at 6.75% and matures on February 4, 2004 and the second tranche bears interest at 7.125% and matures on February 4, 2009. The SPG Operating Partnership used the net proceeds of approximately $594 million to retire the $450 million initial tranche of the $1.4 billion unsecured bridge loan, which financed the majority of the cash portion of the CPI Merger (the "Merger Facility") and to pay $142 million on the outstanding balance of the Credit Facility. Following this offering, the SPG Operating Partnership had $250 million remaining on its debt shelf registration, under which debt securities may be issued. In addition to these transactions, the SPG Operating Partnership has also received commitments from various lending institutions totaling $550 million to payoff the second $450 million tranche of the Merger Facility, which becomes due March 24, 2000 and bears interest at LIBOR plus 65 basis points. The new facility will mature March 2001 and also bears interest at LIBOR plus 65 basis points. Acquisitions and Disposals The NED Acquisition. During 1999, the SPG Operating Partnership acquired ownership interests in 14 regional malls from New England Development Company (the "NED Acquisition"). The SPG Operating Partnership acquired one of the properties directly and formed a joint venture with three partners ("Mayflower"), of which the SPG Operating Partnership owns 49.1%, to acquire interests in the remaining properties. The SPG Operating Partnership assumed management responsibilities for the portfolio, which includes approximately 10.7 million square feet of GLA. Other Acquisitions. During 1999, in addition to the NED Acquisition, the SPG Operating Partnership acquired the remaining interests in four Properties, and 50% of the economic benefits of Mall of America for a combined price of approximately $318 million. The purchase price included the assumption of a $134 million pro rata share of mortgage indebtedness with a weighted average rate and maturity of 6.8% and 4.4 years, respectively; the issuance of 1,000,000 shares of 8% Redeemable Preferred Stock in SPG for $24 million and $160 million in cash funded primarily from the Credit Facility. In exchange for the 8% Redeemable Preferred Stock issued as consideration in the acquisition of an interest in Mall of America, the SPG Operating Partnership issued preferred Units to SPG with the same economic terms as the preferred stock. See Note 5 to the financial statements of the SPG Operating Partnership for 1998 and 1997 acquisition activity. 42 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, together with the ability to issue Units, 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. Disposals. During 1999, the SPG Operating Partnership sold land at an office building and a hotel, and two community centers for a total of $47 million, resulting in a net loss of $2 million. The net proceeds from these sales were used primarily to reduce the outstanding balance on the Credit Facility. In addition to the Property sales described above, as a continuing part of the SPG Operating Partnership's long-term strategic plan, 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. These include interests in one regional mall and one community center sold in the first quarter of 2000 and one regional mall and four community centers, which are 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. Development Activity New Developments. Development activities are an ongoing part of the SPG Operating Partnership's business. During 1999, the SPG Operating Partnership opened six new Properties aggregating approximately 4.9 million square feet of GLA. In total, the SPG Operating Partnership invested approximately $400 million on new developments in 1999. With fewer new developments currently under construction, the SPG Operating Partnership expects 2000 development costs to be approximately $130 million. 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. During 1999, the SPG Operating Partnership invested approximately $277 million on redevelopment projects and completed four major redevelopment projects, which added approximately 1.4 million square feet of GLA to the Portfolio. The SPG Operating Partnership has a number of renovation and/or expansion projects currently under construction, or in preconstruction development and expects to invest approximately $270 million on redevelopment in 2000. International Expansion. The SPG Operating Partnership and the Management Company have a 25% ownership interest in European Retail Enterprises, B.V. ("ERE") and Groupe BEG, S.A. ("BEG"), respectively, which are accounted for using the equity method of accounting. BEG and ERE are fully integrated European retail real estate developers, lessors and managers. The SPG Operating Partnership's total investment in ERE and BEG at December 31, 1999 was approximately $41 million, with commitments for an additional $22 million, subject to certain performance and other criteria, including the SPG Operating Partnership's approval of development projects. The agreements with BEG and ERE are structured to allow the SPG Operating Partnership to acquire an additional 25% ownership interest over time. As of December 31, 1999, BEG and ERE had three Properties open in Poland and two in France. Other On September 30, 1999, the SPG Operating Partnership entered into a five year contract with Enron Energy Services for Enron to supply or manage all of the energy commodity requirements throughout the Portfolio. The contract includes electricity, natural gas and maintenance of energy conversion assets and electrical systems including lighting. This alliance is designed to reduce operating costs for the SPG Operating Partnership's tenants, as well as deliver incremental profit to the SPG Operating Partnership. 43 Capital Expenditures on the SPG Operating Partnership's Consolidated Properties
1999 1998 1997 ----- ---- ---- New Developments.......................................... $ 226 $ 22 $ 80 Renovations and Expansions................................ 248 250 197 Tenant Allowances......................................... 64 46 38 Recoverable Capital Expenditures.......................... 27 18 13 Other..................................................... -- 12 4 ----- ---- ---- Total................................................... $ 565 $348 $332 ===== ==== ====
Distributions SPG Properties declared distributions on its common stock in 1999 aggregating $2.02 per share. On January 20, 2000, SPG Properties declared a distribution of $0.5050 per share payable on February 18, 2000 to shareholders of record on February 4, 2000.The current annual distribution rate is $2.02 per share. Future distributions will be determined based on actual results of operations and cash available for distribution. In addition, preferred distributions of $2.19 per Series B preferred share and $3.95 per Series C preferred share were declared during 1999. Investing and Financing Activities Cash used in investing activities by the SPG Operating Partnership during 1999 includes acquisitions of $339 million, capital expenditures of $489 million, loans to affiliates of $10 million, investments in unconsolidated joint ventures of $83 million consisting primarily of development funding and $47 million of investments in and advances to the Management Company. Capital expenditures includes development costs of $86 million, renovation and expansion costs of approximately $324 million and tenant costs, and other operational capital expenditures of approximately $95 million. Acquisitions, including transaction costs, includes $183 million for the NED Acquisition and $156 million for the remaining interests in four existing Properties. These uses of cash are partially offset by distributions from unconsolidated entities of $222 million; net proceeds of $47 million from the sales of the SPG Operating Partnership's interests in the land at a hotel and an office building, and two community centers; a loan repayment from an affiliate of $21 million and cash of $83 million from the consolidations of the SPG Operating Partnership's gift certificate program and four Properties. Distributions from unconsolidated entities includes approximately $116 million resulting from financing activities, with the remainder resulting primarily from those entities' operating activities. Cash provided by financing activities for the SPG Operating Partnership during 1999 was $5 million and included net equity distributions of $552 million offset by net borrowings of $557 million. Year 2000 Project The SPG Operating Partnership undertook a project (the "Y2K Project") to identify and correct problems arising from the inability of information technology hardware and software systems to process dates after December 31, 1999. The SPG Operating Partnership's Y2K Project focused first upon the SPG Operating Partnership's key information technology systems (the "IT Component") and secondly upon the information systems of key tenants and key third party service providers as well as imbedded systems within common areas of substantially all of the Properties (the "Non-IT Component"). Among other things, the Y2K Project assessed year 2000 readiness of all critical items and developed and implemented replacement and contingency plans based upon the information collected. The SPG Operating Partnership experienced no disruptions in its key information technology systems or in the operation of its Properties as a result of any year 2000 occurrence, nor is the SPG Operating Partnership aware that any of its key tenants or key suppliers experienced any year 2000 issues which, in turn, have had any material adverse impact upon the SPG Operating Partnership's results of operations. 44 The SPG Operating Partnership is also aware that other dates may cause similar problems for information technology hardware and software systems to process dates thereafter. The SPG Operating Partnership believes that its Y2K Project addressed those issues in the SPG Operating Partnership's IT Component and Non-IT Component, but has put in place contingency plans substantially similar to those designed for the Y2K Project to address information technology issues that may arise on those future dates. To date, the SPG Operating Partnership has expended $2.0 million on the Y2K Project and anticipates expending an additional $180 thousand to complete the implementation of any contingency and replacement plans in connection with its Y2K Project. These cost estimates do not include costs expended by the SPG Operating Partnership following the DRC Merger for software, hardware and related costs necessary to upgrade its primary operating, financial accounting and billing systems, which allowed those systems to, among other things, become year 2000 ready. Inflation Inflation has remained relatively low during the past four years 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. 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. 45 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. 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 their sales threshold. The SPG Operating Partnership currently recognizes 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 will adopt SAB 101 effective January 1, 2000. Management is currently evaluating the impact of SAB 101 and expects to record a loss from the cumulative effect of a change in accounting principle of approximately $13 million in the first quarter of 2000. In addition, SAB 101 will impact the timing in which overage rent is recognized throughout the year, but will not have a material impact on the total overage rent recognized in each full year. Item 7A. Qualitative and Quantitative Disclosure About Market Risk Reference is made to Item 7 of this Form 10-K under the caption "Liquidity and Capital Resources". Item 8. Financial Statements and Supplementary Data Reference is made to the Index to Financial Statements contained in Item 14. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. 46 PART III Item 10. Directors and Executive Officers of the Registrant The information required by this item is incorporated herein by reference to SPG Properties' definitive Proxy Statement for its annual meeting of shareholders to be filed with the Commission pursuant to Regulation 14A and is included under the caption "EXECUTIVE OFFICERS OF THE REGISTRANT" in Part I thereof. Item 11. Executive Compensation The information required by this item is incorporated herein by reference to SPG Properties' definitive Proxy Statement for its annual meeting of shareholders to be filed with the Commission pursuant to Regulation 14A. Item 12. Security Ownership of Certain Beneficial Owners and Management The information required by this item is incorporated herein by reference to SPG Properties' definitive Proxy Statement for its annual meeting of shareholders to be filed with the Commission pursuant to Regulation 14A. Item 13. Certain Relationships and Related Transactions The information required by this item is incorporated herein by reference to SPG Properties' definitive Proxy Statement for its annual meeting of shareholders to be filed with the Commission pursuant to Regulation 14A. 47 PART IV Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K (a)(1) Financial Statements
Page No. -------- Report of Independent Public Accountants.......................................................... 49 SPG Properties, Inc.: Consolidated Balance Sheets as of December 31, 1999 and 1998...................................... 50 Consolidated Statements of Operations for the years ended December 31, 1999, 1998 and 1997........ 51 Consolidated Statements of Shareholders' Equity for the years ended December 31, 1999, 1998 and 1997.................................................................................... 52 Consolidated Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997........ 53 Simon Property Group, L.P.: Consolidated Balance Sheets as of December 31, 1999 and 1998...................................... 54 Consolidated Statements of Operations for the years ended December 31, 1999, 1998 and 1997........ 55 Consolidated Statements of Partners' Equity for the years ended December 31, 1999, 1998 and 1997.. 56 Consolidated Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997........ 57 Notes to Financial Statements..................................................................... 58 (2) Financial Statement Schedules Report of Independent Public Accountants.......................................................... 86 Simon Property Group, L.P. Schedule III--Schedule of Real Estate and Accumulated Depreciation..... 87 Notes to Schedule III............................................................................. 94 (3) Exhibits The Exhibit Index attached hereto is hereby incorporated by reference to this Item................ 95 (b) Reports on Form 8-K None.
48 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To Simon Property Group, Inc.: We have audited the accompanying consolidated balance sheets of SPG Properties, Inc. (a Maryland corporation) and subsidiary as of December 31, 1999 and 1998, and the related consolidated statements of operations, shareholders' equity and cash flows for each of the three years in the period ended December 31, 1999. We have also audited the accompanying consolidated balance sheets of Simon Property Group, L.P. (a Delaware limited partnership) and subsidiaries as of December 31, 1999 and 1998, and the related statements of operations, partners' equity and cash flows for each of the three years in the period ended December 31, 1999. These financial statements are the responsibility of management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of SPG Properties, Inc. and subsidiary as of December 31, 1999 and 1998, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 1999, and the consolidated financial position of Simon Property Group, L.P. and subsidiaries as of December 31, 1999 and 1998, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. Arthur Andersen LLP Indianapolis, Indiana February 16, 2000. 49 SPG PROPERTIES, INC. CONSOLIDATED BALANCE SHEET (Dollars in thousands, except per share amounts)
December 31, December 31, 1999 1998 ------------ ------------ ASSETS: Investment in the SPG Operating Partnership........ $2,072,186 $2,108,291 ========== ========== COMMITMENTS AND CONTINGENCIES (See note 13 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............................ 339,597 339,329 Common stock, $.0001 par value, 400,000,000 shares authorized, and 110,473,378 and 110,492,467 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..................... 2,175,671 2,176,267 Accumulated deficit................................ (427,394) (387,656) Unrealized gain (loss) on long-term investment..... (3,885) 89 Unamortized restricted stock award................. (11,815) (19,750) ---------- ---------- Total shareholders' equity....................... $2,072,186 $2,108,291 ========== ==========
The accompanying notes are an integral part of these statements. 50 SPG PROPERTIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands)
For the Year Ended December 31, -------------------------------------- 1999 (Note 2) 1998 (Note 2) 1997 ------------- ------------- ---------- REVENUE: Minimum rent........................ $ -- $565,294 $ 641,352 Overage rent........................ -- 22,766 38,810 Tenant reimbursements............... -- 283,805 322,416 Other income........................ -- 60,754 51,589 -------- -------- ---------- Total revenue..................... -- 932,619 1,054,167 -------- -------- ---------- EXPENSES: Property operating.................. -- 155,822 176,846 Depreciation and amortization....... -- 177,710 200,900 Real estate taxes................... -- 90,341 98,830 Repairs and maintenance............. -- 35,953 43,000 Advertising and promotion........... -- 27,992 32,891 Provision for credit losses......... -- 1,599 5,992 Other............................... -- 16,983 18,678 -------- -------- ---------- Total operating expenses.......... -- 506,400 577,137 -------- -------- ---------- OPERATING INCOME...................... -- 426,219 477,030 INTEREST EXPENSE...................... -- 281,748 287,823 -------- -------- ---------- INCOME BEFORE MINORITY INTEREST....... -- 144,471 189,207 MINORITY INTEREST..................... -- (4,704) (5,270) GAIN (LOSS) ON SALES OF ASSETS, NET... -- (7,283) 20 -------- -------- ---------- INCOME BEFORE UNCONSOLIDATED ENTITIES............................. -- 132,484 183,957 EQUITY IN INCOME OF THE SPG OPERATING PARTNERSHIP.......................... 137,764 44,313 -- INCOME FROM UNCONSOLIDATED ENTITIES... -- 8,789 19,176 -------- -------- ---------- INCOME BEFORE EXTRAORDINARY ITEMS..... 137,764 185,586 203,133 EXTRAORDINARY ITEMS................... -- 7,002 58 -------- -------- ---------- INCOME BEFORE ALLOCATION TO LIMITED PARTNERS............................. 137,764 192,588 203,191 LESS--LIMITED PARTNERS' INTEREST IN THE SPG OPERATING PARTNERSHIP........ -- 45,374 65,954 LESS--MANAGING GENERAL PARTNER'S DIRECT INTEREST IN THE SPG OPERATING PARTNERSHIP.......................... -- 1,369 -- -------- -------- ---------- NET INCOME............................ 137,764 145,845 137,237 PREFERRED DIVIDENDS................... (29,336) (29,336) (29,248) -------- -------- ---------- NET INCOME AVAILABLE TO COMMON SHAREHOLDERS......................... $108,428 $116,509 $ 107,989 ======== ======== ==========
The accompanying notes are an integral part of these statements. 51 SPG PROPERTIES, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Dollars in thousands)
All Classes Unrealized Gain Unamortized Total Preferred of Capital in Excess Accumulated (Loss) on Long-Term Restricted Shareholders' Stock Common Stock of Par Value Deficit Investment Stock Award Equity --------- ------------ ----------------- ----------- ------------------- ----------- ------------- Balance at December 31, 1996............. $292,912 $10 $1,189,919 $(172,596) $ -- $ (5,354) $1,304,891 Common stock issued to the public (5,858,887 shares).............. 1 190,026 190,027 Common stock issued in connection with acquisitions (2,193,037 shares)... 70,000 70,000 Stock options exercised (369,902 shares).............. 8,625 8,625 Other common stock issued (82,484 shares).............. 2,268 2,268 Stock incentive program (448,753 shares).............. 14,016 (13,262) 754 Amortization of stock incentive............ 5,386 5,386 Series C Preferred stock issued (3,000,000 shares)... 146,072 146,072 Conversion of Series A Preferred stock into 3,809,523 shares of common stock......... (99,923) 99,923 -- Transfer out of limited partners' interest in the Operating Partnership.......... (82,869) (82,869) Unrealized gain on long-term investment........... 2,420 2,420 Net income............ 137,237 137,237 Distributions......... (227,949) (227,949) -------- --- ---------- --------- ------- -------- ---------- Balance at December 31, 1997............. 339,061 11 1,491,908 (263,308) 2,420 (13,230) 1,556,862 Common stock issued to the public (2,957,335 shares).............. 1 91,398 91,399 Common stock issued in connection with acquisitions (519,889 shares).............. 17,176 17,176 Stock incentive program (495,131 shares).............. 15,983 (15,983) -- Other (Accretion of preferred stock and 81,111 shares issued).............. 268 2,160 2,428 Amortization of stock incentive............ 9,463 9,463 Adjustment to limited partners' interest in the SPG Operating Partnership.......... 557,642 557,642 Distributions......... (270,193) (270,193) -------- --- ---------- --------- ------- -------- ---------- Subtotal.............. 339,329 12 2,176,267 (533,501) 2,420 (19,750) 1,964,777 -------- --- ---------- --------- ------- -------- ---------- Other Comprehensive Income: Unrealized loss on long-term investment.......... (2,331) (2,331) Net income........... 145,845 145,845 -------- --- ---------- --------- ------- -------- ---------- Total Comprehensive Income:............. -- -- -- 145,845 (2,331) -- 143,514 -------- --- ---------- --------- ------- -------- ---------- Balance at December 31, 1998............. 339,329 12 2,176,267 (387,656) 89 (19,750) 2,108,291 Restricted stock forfeitures (19,089 shares).............. (596) 333 (263) Amortization of stock incentive............ 7,602 7,602 Preferred stock accretion............ 268 268 Adjustment to limited partners' interest in the SPG Operating Partnership.......... 81,473 81,473 Distributions......... (258,975) (258,975) -------- --- ---------- --------- ------- -------- ---------- Subtotal.............. 339,597 12 2,175,671 (565,158) 89 (11,815) 1,938,396 -------- --- ---------- --------- ------- -------- ---------- Comprehensive Income: Unrealized loss on long-term investment.......... (3,974) (3,974) Net income........... 137,764 137,764 -------- --- ---------- --------- ------- -------- ---------- Total Comprehensive Income:............. -- -- -- 137,764 (3,974) -- 133,790 -------- --- ---------- --------- ------- -------- ---------- Balance at December 31, 1999............. $339,597 $12 $2,175,671 $(427,394) $(3,885) $(11,815) $2,072,186 ======== === ========== ========= ======= ======== ==========
The accompanying notes are an integral part of these statements. 52 SPG PROPERTIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands)
For the Year Ended December 31, -------------------------------- 1999 1998 1997 -------- ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income.................................. $137,764 $ 145,845 $ 137,237 Adjustments to reconcile net income to net cash provided by operating activities-- Depreciation and amortization............. -- 185,798 208,539 Extraordinary items....................... -- (7,002) (58) Loss (gain) on sales of assets, net....... -- 7,283 (20) Limited partners' interest in the SPG Operating Partnership.................... -- 45,374 65,954 Managing General Partner's Interest in the SPG Operating Partnership................ -- 1,369 -- Straight-line rent........................ -- (5,892) (9,769) Minority interest......................... -- 4,704 5,270 Equity in income of the SPG Operating Partnership.............................. (137,764) (44,313) -- Equity in income of unconsolidated entities................................. -- (8,789) (19,176) Changes in assets and liabilities-- Tenant receivables and accrued revenue.... -- (5,280) (23,284) Deferred costs and other assets........... -- (10,516) (30,203) Accounts payable, accrued expenses and other liabilities........................ -- 41,648 36,417 -------- ---------- ---------- Net cash provided by operating activities............................. -- 350,229 370,907 -------- ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Acquisitions................................ -- (1,881,183) (980,427) Capital expenditures........................ -- (233,200) (305,178) Cash from mergers, acquisitions and consolidation of joint ventures, net....... -- 17,213 19,744 Cash held by deconsolidated investee........ -- (78,971) -- Change in restricted cash................... -- 6,868 (2,443) Net proceeds from sale of assets............ -- 46,087 599 Investments in unconsolidated entities...... -- (28,726) (47,204) Distributions from the SPG Operating Partnership................................ 258,975 64,014 -- Distributions from unconsolidated entities................................... -- 164,914 144,862 Investments in and advances to the Management Company and affiliate........... -- (19,915) (18,357) Other investing activities.................. -- -- (55,400) -------- ---------- ---------- Net cash provided by (used in) investing activities............................. 258,975 (1,942,899) (1,243,804) -------- ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from sales of common and preferred stock, net................................. -- 92,629 344,438 Minority interest distributions, net........ -- (10,991) (219) Preferred dividends and distributions to shareholders............................... (258,975) (270,193) (227,949) Distributions to the limited partners of the SPG Operating Partnership.............. -- (104,139) (122,442) Mortgage and other note proceeds, net of transaction costs.......................... -- 3,305,199 2,976,222 Mortgage and other note principal payments................................... -- (1,529,534) (2,030,763) Other refinancing transaction............... -- -- (21,000) -------- ---------- ---------- Net cash provided by (used in) financing activities............................. (258,975) 1,482,971 918,287 -------- ---------- ---------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS................................. -- (109,699) 45,390 CASH AND CASH EQUIVALENTS, beginning of period...................................... -- 109,699 64,309 -------- ---------- ---------- CASH AND CASH EQUIVALENTS, end of period..... $ -- $ -- $ 109,699 ======== ========== ==========
The accompanying notes are an integral part of these statements. 53 SIMON PROPERTY GROUP, L.P. CONSOLIDATED BALANCE SHEETS (Dollars in thousands)
December December 31, 1999 31, 1998 ----------- ----------- ASSETS: Investment properties, at cost..................... $12,640,146 $11,662,860 Less--accumulated depreciation..................... 1,093,103 709,114 ----------- ----------- 11,547,043 10,953,746 Cash and cash equivalents.......................... 153,743 124,466 Tenant receivables and accrued revenue, net........ 287,950 217,341 Notes and advances receivable from Management Company and affiliate............................. 162,082 115,378 Mortgage note receivable from the SRC Operating Partnership (Interest at 6%, due 2013)............ -- 20,565 Note receivable from the SRC Operating Partnership (Interest at 8%, due 2009)........................ 9,848 -- Investment in partnerships and joint ventures, at equity............................................ 1,512,671 1,303,251 Investment in Management Company and affiliate..... 6,833 10,037 Other investment................................... 41,902 50,176 Goodwill, net...................................... 39,556 58,134 Deferred costs and other assets.................... 249,168 227,684 Minority interest.................................. 35,931 32,138 ----------- ----------- Total assets..................................... $14,046,727 $13,112,916 =========== =========== LIABILITIES: Mortgages and other indebtedness................... $ 8,768,841 $ 7,972,381 Notes payable to the SRC Operating Partnership (Interest at 8%, due 2008)........................ -- 17,907 Accounts payable and accrued expenses.............. 477,780 410,445 Cash distributions and losses in partnerships and joint ventures, at equity......................... 32,995 29,139 Other liabilities.................................. 213,874 95,243 ----------- ----------- Total liabilities................................ 9,493,490 8,525,115 ----------- ----------- COMMITMENTS AND CONTINGENCIES (Note 13) PARTNERS' EQUITY: Preferred units, 22,066,056 and 16,053,580 units outstanding, respectively......................... 1,032,320 1,057,245 General Partners, 171,494,311 and 161,487,017 units outstanding, respectively......................... 2,631,618 2,540,660 Limited Partners, 65,444,680 and 64,182,157 units outstanding, respectively......................... 1,004,263 1,009,646 Note receivable from SPG (Interest at 7.8%, due 2009)............................................. (92,825) -- Unamortized restricted stock award................. (22,139) (19,750) ----------- ----------- Total partners' equity........................... 4,553,237 4,587,801 ----------- ----------- Total liabilities and partners' equity........... $14,046,727 $13,112,916 =========== ===========
The accompanying notes are an integral part of these statements. 54 SIMON PROPERTY GROUP, L.P. CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands, except per unit amounts)
For the Year Ended December 31, ---------------------------------- 1999 1998 1997 ---------- ---------- ---------- REVENUE: Minimum rent............................. $1,134,297 $ 847,198 $ 641,352 Overage rent............................. 60,720 49,441 38,810 Tenant reimbursements.................... 578,752 427,921 322,416 Other income............................. 106,466 75,629 51,589 ---------- ---------- ---------- Total revenue.......................... 1,880,235 1,400,189 1,054,167 ---------- ---------- ---------- EXPENSES: Property operating....................... 292,249 225,899 176,846 Depreciation and amortization............ 378,192 266,978 200,900 Real estate taxes........................ 185,340 133,038 98,830 Repairs and maintenance.................. 70,364 53,189 43,000 Advertising and promotion................ 65,216 50,521 32,891 Provision for credit losses.............. 8,367 6,599 5,992 Other.................................... 27,796 23,956 18,678 ---------- ---------- ---------- Total operating expenses............... 1,027,524 760,180 577,137 ---------- ---------- ---------- OPERATING INCOME.......................... 852,711 640,009 477,030 INTEREST EXPENSE.......................... 579,848 420,280 287,823 ---------- ---------- ---------- INCOME BEFORE MINORITY INTEREST........... 272,863 219,729 189,207 MINORITY INTEREST......................... (10,719) (7,335) (5,270) GAIN (LOSS) ON SALES OF ASSETS, NET....... (1,942) (7,283) 20 ---------- ---------- ---------- INCOME BEFORE UNCONSOLIDATED ENTITIES..... 260,202 205,111 183,957 INCOME FROM UNCONSOLIDATED ENTITIES....... 49,641 28,145 19,176 ---------- ---------- ---------- INCOME BEFORE UNUSUAL AND EXTRAORDINARY ITEMS.................................... 309,843 233,256 203,133 UNUSUAL, ITEM (Note 13)................... (12,000) -- -- EXTRAORDINARY ITEMS--DEBT RELATED TRANSACTIONS............................. (6,705) 7,146 58 ---------- ---------- ---------- NET INCOME................................ 291,138 240,402 203,191 PREFERRED UNIT REQUIREMENT................ (69,323) (41,471) (29,248) ---------- ---------- ---------- NET INCOME AVAILABLE TO UNITHOLDERS....... $ 221,815 $ 198,931 $ 173,943 ========== ========== ========== NET INCOME AVAILABLE TO UNITHOLDERS ATTRIBUTABLE TO: General Partners SPG.................................... $ 22,524 $ 14,243 $ -- SPG Properties and SD Property Group... 137,764 116,509 107,989 Limited Partners......................... 61,527 68,179 65,954 ---------- ---------- ---------- Net income............................... $ 221,815 $ 198,931 $ 173,943 ========== ========== ========== BASIC EARNINGS PER UNIT: Income before extraordinary items........ $ 0.98 $ 1.01 $ 1.08 Extraordinary items...................... (0.03) 0.04 -- ---------- ---------- ---------- Net income............................... $ 0.95 $ 1.05 $ 1.08 ========== ========== ========== DILUTED EARNINGS PER UNIT: Income before extraordinary items........ $ 0.98 $ 1.01 $ 1.08 Extraordinary items...................... (0.03) 0.04 -- ---------- ---------- ---------- Net income............................... $ 0.95 $ 1.05 $ 1.08 ========== ========== ==========
The accompanying notes are an integral part of these statements. 55 SIMON PROPERTY GROUP, L.P. CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (Dollars in thousands)
General Partners ---------------------- SPG SPG Properties (Managing and SD Unamortized Note Total Preferred General Property Limited Restricted Receivable Partners' Units Partner) Group Partners Stock Award from SPG Equity ---------- ---------- ---------- ---------- ----------- ---------- ----------- Balance at December 31, 1996................... 292,912 -- 1,017,333 640,283 (5,354) -- 1,945,174 General Partner Contributions (6,311,273 units)...... 200,920 200,920 Units issued in connection with acquisitions (2,193,037 and 876,712, respectively).......... 70,000 26,408 96,408 Stock incentive program (448,753 units)........ 14,016 (13,262) 754 Amortization of stock incentive.............. 5,386 5,386 Preferred units issued, net of issuance costs (3,000,000 units)...... 146,072 146,072 Conversion of 4,000,000 Series A preferred units into 3,809,523 common units........... (99,923) 99,923 -- Adjustment to allocate net equity of the SPG Operating Partnership.. (82,869) 82,869 -- Distributions........... (29,248) (198,701) (122,442) (350,391) ---------- ---------- ---------- ---------- -------- -------- ----------- Subtotal................ 309,813 -- 1,120,622 627,118 (13,230) -- 2,044,323 Comprehensive Income: Unrealized gain on long-term investments........... 2,420 1,365 3,785 Net income............. 29,248 107,989 65,954 203,191 ---------- ---------- ---------- ---------- -------- -------- ----------- Total Comprehensive Income................ 29,248 -- 110,409 67,319 -- -- 206,976 ---------- ---------- ---------- ---------- -------- -------- ----------- Balance at December 31, 1997................... 339,061 -- 1,231,031 694,437 (13,230) -- 2,251,299 General Partner Contributions (2,957,335 units)...... 91,399 91,399 CPI Merger (Note 4): Preferred Units (5,053,580)........... 717,916 717,916 Units (47,790,550)..... 1,605,638 1,605,638 Units issued in connection with acquisitions (519,889 and 2,344,199 units, respectively).......... 17,176 76,263 93,439 Stock incentive program (495,131 units, net of forfeitures)........... 15,983 (15,983) -- Amortization of stock incentive.............. 9,463 9,463 Other (Accretion of Preferred Units, 81,111 general partner Units issued and 12,804 limited partner Units redeemed).............. 268 340 2,160 (289) 2,479 Adjustment to allocate net equity of the SPG Operating Partnership.. (866,564) 557,642 308,922 -- Distributions........... (41,471) (1,746) (240,857) (136,551) (420,625) ---------- ---------- ---------- ---------- -------- -------- ----------- Subtotal................ 1,015,774 737,668 1,674,534 942,782 (19,750) -- 4,351,008 Comprehensive Income: Net income............. 41,471 14,243 116,509 68,179 240,402 Unrealized loss on long-term investments........... 37 (2,331) (1,315) (3,609) ---------- ---------- ---------- ---------- -------- -------- ----------- Total Comprehensive Income................ 41,471 14,280 114,178 66,864 -- -- 236,793 ---------- ---------- ---------- ---------- -------- -------- ----------- Balance at December 31, 1998................... 1,057,245 751,948 1,788,712 1,009,646 (19,750) -- 4,587,801 General Partner Contributions (82,988 units)................. 2,131 2,131 Preferred Unit Conversion (5,926,440 units)................. (199,320) 198,787 (533) Units issued to pay dividend (153,890 units)................. 4,016 4,016 NED Acquisition (Note 3): Preferred Units (5,168,454)........... 149,885 149,885 Units (1,269,446)...... 36,180 36,180 Mall of America acquisition (1,000,000 preferred units)....... 24,242 24,242 Units issued to SPG for Note (3,617,070 Units)................. 92,825 (92,825) -- Stock incentive program (537,861 units, net of forfeitures)........... 14,183 (596) (12,990) 597 Amortization of stock incentive.............. 10,601 10,601 Units purchased by subsidiary (310,955)... (7,953) (7,953) Other (Accretion of Preferred Units, and 6,923 limited partner Units redeemed)........ 268 (607) (339) Adjustment to allocate net equity of the SPG Operating Partnership.. (111,227) 81,473 29,754 -- Distributions........... (69,323) (78,016) (258,975) (129,941) (536,255) ---------- ---------- ---------- ---------- -------- -------- ----------- Subtotal................ 962,997 866,694 1,610,614 945,032 (22,139) (92,825) 4,270,373 Comprehensive Income: Net income............. 69,323 22,524 137,764 61,527 291,138 Unrealized gain on long-term investments........... (2,004) (3,974) (4,300) (10,278) ---------- ---------- ---------- ---------- -------- -------- ----------- Total Comprehensive Income................ 69,323 20,520 133,790 57,227 -- -- 280,860 ---------- ---------- ---------- ---------- -------- -------- ----------- Balance at December 31, 1999................... $1,032,320 $ 887,214 $1,744,404 $1,002,259 $(22,139) $(92,825) $ 4,551,233 ========== ========== ========== ========== ======== ======== ===========
The accompanying notes are an integral part of these statements. 56 SIMON PROPERTY GROUP, L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands)
For the Year Ended December 31, ---------------------------------- 1999 1998 1997 ---------- ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income............................... $ 291,138 $ 240,402 $ 203,191 Adjustments to reconcile net income to net cash provided by operating activities-- Depreciation and amortization.......... 390,020 277,346 208,539 Extraordinary items.................... 6,705 (7,146) (58) Loss (gain) on sales of assets, net.... 1,942 7,283 (20) Straight-line rent..................... (17,666) (9,261) (9,769) Minority interest...................... 10,719 7,335 5,270 Equity in income of unconsolidated entities.............................. (49,641) (28,145) (19,176) Changes in assets and liabilities-- Tenant receivables and accrued revenue............................... (37,225) (13,316) (23,284) Deferred costs and other assets........ (23,242) (7,289) (30,203) Accounts payable, accrued expenses and other liabilities..................... 47,100 76,454 36,417 ---------- ---------- ---------- Net cash provided by operating activities............................ 619,850 543,663 370,907 ---------- ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Acquisitions............................. (339,065) (1,942,724) (980,427) Capital expenditures..................... (488,712) (345,026) (305,178) Cash from mergers, acquisitions and consolidation of joint ventures, net.... 83,169 16,563 19,744 Change in restricted cash................ -- 7,686 (2,443) Proceeds from sale of assets............. 46,750 46,087 599 Investments in unconsolidated entities... (83,124) (55,523) (47,204) Distributions from unconsolidated entities................................ 221,509 195,497 144,862 Investments in and advances to the Management Company and affiliate........ (46,704) (21,569) (18,357) Mortgage loan payoff from the SRC Operating Partnership................... 20,565 -- -- Loan to the SRC Operating Partnership.... (9,848) -- -- Other investing activities............... -- -- (55,400) ---------- ---------- ---------- Net cash used in investing activities.. (595,460) (2,099,009) (1,243,804) ---------- ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Partnership contributions................ 1,463 92,570 344,438 Partnership distributions................ (538,807) (417,164) (350,391) Minority interest distributions, net..... (14,923) (19,694) (219) Loan payoff to the SRC Operating Partnership............................. (17,907) -- -- Mortgage and other note proceeds, net of transaction costs....................... 2,168,069 3,782,314 2,976,222 Mortgage and other note principal payments................................ (1,593,008) (1,867,913) (2,030,763) Other refinancing transaction............ -- -- (21,000) ---------- ---------- ---------- Net cash provided by financing activities............................ 4,887 1,570,113 918,287 ---------- ---------- ---------- INCREASE IN CASH AND CASH EQUIVALENTS...... 29,277 14,767 45,390 CASH AND CASH EQUIVALENTS, beginning of period.................................... 124,466 109,699 64,309 ---------- ---------- ---------- CASH AND CASH EQUIVALENTS, end of period... $ 153,743 $ 124,466 $ 109,699 ========== ========== ==========
The accompanying notes are an integral part of these statements. 57 SPG PROPERTIES INC. NOTES TO FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) 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 and its substantially wholly-owned subsidiary SD Property Group, Inc., are general partners of, and hold a noncontrolling partnership interest in, Simon Property Group, L.P. (the "SPG Operating Partnership"), formerly Simon DeBartolo Group, L.P. ("SDG, LP"), as of December 31, 1999. On January 27, 2000, SD Property Group, Inc. merged with and into SPG Properties, Inc. 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"). At December 31, 1999 and 1998, SPG Properties' direct and indirect ownership interest in the SPG Operating Partnership was 48.0% and 50.4%, respectively. As of December 31, 1999, the SPG Operating Partnership owned or held an interest in 258 income-producing properties, which consisted of 167 regional malls, 78 community shopping centers, four specialty retail centers, five office and 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 11 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"). See Note 8 to the financial statements of the SPG Operating Partnership for a description of the activities of the Management Company. 2. Basis of Presentation The accompanying consolidated financial statements of SPG Properties include accounts of all entities owned or controlled by SPG Properties. All significant intercompany amounts have been eliminated. In connection with the CPI Merger (see Note 4 to the financial statements of the SPG Operating Partnership), SPG became the managing general partner of the SPG Operating Partnership. Since SPG Properties no longer controls the SPG Operating Partnership, the accompanying balance sheets as of December 31, 1999 and 1998 reflect SPG Properties' interest in the SPG Operating Partnership utilizing the equity method of accounting. Prior to the CPI Merger, SPG Properties and subsidiary accounted for their interests in the SPG Operating Partnership using the consolidated method of accounting. Because of the proximity of the change in control (as of the close of business on September 24, 1998) to the period ended September 30, 1998, for purposes of the statements of operations and cash flows, the equity method commenced effective October 1, 1998. The managing general partners' interest during the period from September 25, 1998 through September 30, 1998 has been reflected as a reduction to SPG Properties' operating results in the accompanying consolidated statements of operations. The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles, which requires management to make estimates and assumptions that affect the reported amounts of SPG Properties' assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported periods. Actual results could differ from these estimates. 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 58 SPG PROPERTIES INC. NOTES TO FINANCIAL STATEMENTS--(Continued) Operating Partnership during the period. SPG Properties' remaining weighted average ownership interest in the SPG Operating Partnership for the years ended December 31, 1999, 1998 and 1997 was 48.9%, 59.4% and 62.1%, respectively. 3. Equity Investment in the SPG Operating Partnership The following table summarizes financial information of the SPG Operating Partnership for the year ended December 31, 1998, and distinguishes between the periods in which SPG Properties' interest in the SPG Operating Partnership was accounted for using the consolidated method of accounting and the equity method of accounting:
Consolidated Method Equity Method (January 1 to (October 1 to September 30, December 31, 1998) 1998) Total ------------- ------------- ---------- Total Revenue....................... $932,619 $467,570 $1,400,189 Operating Expenses.................. 506,400 253,780 760,180 Net Income of the SPG Operating Partnership........................ $148,275 $ 92,127 $ 240,402 Managing General and Limited Partners' Share of the SPG Operating Partnership's Net Income............................. 46,743 47,814 94,557 -------- -------- ---------- SPG Properties' Share of the SPG Operating Partnership's Net Income............................. $101,532 $ 44,313 $ 145,845 ======== ======== ========== SPG Properties' Weighted Average Ownership Interest................. 63.2% 50.4% 59.4% ======== ======== ==========
4. Capital Stock Under its Charter, as supplemented, SPG Properties is authorized to issue 650,000,000 shares, par value $0.0001 per share, of capital stock. The authorized shares of capital stock consist of 9,200,000 shares of Series B preferred stock, 3,000,000 shares of Series C preferred stock, 375,796,000 shares of common stock, 12,000,000 shares of Class B common stock, 4,000 shares of Class C common stock, and 250,000,000 shares of excess stock. In connection with the CPI Merger, all of the holders of SPG Properties' common stock exchanged their shares in SPG Properties to SPG for a like number of shares in SPG. The result is that SPG owns substantially all of the common stock of SPG Properties. Preferred Stock SPG Properties has outstanding 8,000,000 shares of 8.75% Series B Cumulative Redeemable Preferred Stock, which it may redeem any time on or after September 29, 2006, at a liquidation value of $25.00 per share, plus accrued and unpaid dividends. The liquidation value (other than the portion thereof consisting of accrued and unpaid dividends) is payable solely out of the sale proceeds of other capital shares of SPG Properties, which may include other series of preferred shares. The SPG Operating Partnership pays a preferred distribution to SPG Properties equal to the dividends paid on the preferred stock. The balance of the Series B Preferred Shares was $192,989 as of December 31, 1999 and 1998. SPG Properties also has outstanding 3,000,000 shares of its 7.89% Series C Cumulative Step-Up Premium Rate SM Preferred Stock (the "Series C Preferred Shares") with a liquidation value of $50.00 per share. Beginning October 1, 2012, the rate increases to 9.89% per annum. Management intends to redeem the Series C Preferred Shares prior to October 1, 2012. Beginning September 30, 2007, SPG Properties may redeem the 59 SPG PROPERTIES INC. NOTES TO FINANCIAL STATEMENTS--(Continued) Series C Preferred Shares in whole or in part, using only the sale proceeds of other capital stock of SPG Properties, at a liquidation value of $50.00 per share, plus accrued and unpaid distributions, if any, thereon. Additionally, the Series C Preferred Shares have no stated maturity and are not subject to any mandatory redemption provisions, nor are they convertible into any other securities of SPG Properties. The SPG Operating Partnership pays a preferred distribution to SPG Properties equal to the dividends paid on the preferred stock. The balance of the Series C Preferred Shares was $146,608 and $146,340 as of December 31, 1999 and 1998, respectively. 5. Quarterly Financial Data (Unaudited) Summarized quarterly 1999 and 1998 data is as follows:
First Second Third Fourth Annual Quarter Quarter Quarter Quarter Amount -------- -------- -------- ------- -------- 1999 Total revenue..................... $ -- $ -- $ -- $ -- $ -- Operating income.................. -- -- -- -- -- Equity in income of the SPG Operating Partnership............ 30,862 32,594 34,256 40,052 137,764 Income before extraordinary items............................ 30,862 32,594 34,256 40,052 137,764 Net income available to common shareholders..................... $ 23,528 $ 25,260 $ 26,923 $32,717 $108,428 ======== ======== ======== ======= ======== First Second Third Fourth Annual Quarter Quarter Quarter Quarter Amount -------- -------- -------- ------- -------- 1998 Total revenue..................... $300,257 $310,375 $321,987 $ -- $932,619 Operating income.................. 133,667 145,226 147,326 -- 426,219 Equity in income of the SPG Operating Partnership............ -- -- -- 44,313 44,313 Income before extraordinary items............................ 45,124 43,514 52,635 44,313 185,586 Net income available to common shareholders..................... $ 23,948 $ 27,467 $ 28,115 $36,979 $116,509 ======== ======== ======== ======= ========
Because substantially all of the common stock of SPG Properties is owned by SPG, SPG Properties does not report earnings per share. 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 and subsidiary. 60 SIMON PROPERTY GROUP, L.P. NOTES TO FINANCIAL STATEMENTS (Dollars in thousands, except per unit amounts and where indicated as in billions) 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" and together with SPG, the "Companies"). 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 December 31, 1999, the SPG Operating Partnership owned or held an interest in 258 income-producing properties, which consisted of 167 regional malls, 78 community shopping centers, four specialty retail centers, five office and 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 11 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"). See Note 8 for a description of the activities of the Management Company. The SPG Operating Partnership is subject to risks incidental to the ownership and operation of commercial real estate. These include, among others, the risks normally associated with changes in the general economic climate, trends in the retail industry, creditworthiness of tenants, competition for tenants and customers, changes in tax laws, interest rate levels, the availability of financing, and potential liability under environmental and other laws. Like most retail properties, the SPG Operating Partnership's regional malls and community shopping centers rely heavily upon anchor tenants. As of December 31, 1999, 335 of the approximately 977 anchor stores in the Properties were occupied by three retailers. An affiliate of one of these retailers is a limited partner in the SPG Operating Partnership. 2. Basis of Presentation The accompanying consolidated financial statements include accounts of all entities owned or controlled by the SPG Operating Partnership. All significant intercompany amounts have been eliminated. The consolidated financial statements reflect the CPI Merger (see Note 4) as of the close of business on September 24, 1998. The accompanying financial statements have been prepared in accordance with generally accepted accounting principles, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from these estimates. 61 SIMON PROPERTY GROUP, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) Properties which are wholly-owned or owned less than 100% and are controlled by the SPG Operating Partnership are accounted for using the consolidated method of accounting. Control is demonstrated by the ability of the general partner to manage day-to-day operations, refinance debt and sell the assets of the partnership without the consent of the limited partner and the inability of the limited partner to replace the general partner. The deficit minority interest balance in the accompanying balance sheets represents outside partners' interests in the net equity of certain Properties. Deficit minority interests were recorded when a partnership agreement provided for the settlement of deficit capital accounts before distributing the proceeds from the sale of partnership assets and/or from the intent (legal or otherwise) and ability of the partner to fund additional capital contributions. Investments in partnerships and joint ventures which represent noncontrolling ownership interests ("Joint Venture Properties") and the investment in the Management Company (see Note 8) are accounted for using the equity method of accounting. These investments are recorded initially at cost and subsequently adjusted for net equity in income (loss), which is allocated in accordance with the provisions of the applicable partnership or joint venture agreement, and cash contributions and distributions. The allocation provisions in the partnership or joint venture agreements are not always consistent with the ownership interests held by each general or limited partner or joint venturer, primarily due to partner preferences. Net operating results of the SPG Operating Partnership are allocated after preferred distributions (see Note 11), based on its partners' weighted average ownership interests during the period. SPG's weighted average direct and indirect ownership interest in the SPG Operating Partnership during 1999, 1998 and 1997 were 72.3%, 66.2% and 62.1%, respectively. At December 31, 1999 and 1998, SPG's direct and indirect ownership interest in the SPG Operating Partnership was 72.4% and 71.6%, respectively. 3. NED Acquisition During 1999, the SPG Operating Partnership acquired ownership interests in 14 regional malls from New England Development Company (the "NED Acquisition"). The SPG Operating Partnership acquired one of the Properties directly and formed a joint venture with three partners ("Mayflower"), of which the SPG Operating Partnership owns 49.1%, to acquire interests in the remaining Properties. The total cost of the NED Acquisition is approximately $1.8 billion, of which the SPG Operating Partnership's share is approximately $894 million. The SPG Operating Partnership assumed management responsibilities for the portfolio, which includes approximately 10.7 million square feet of GLA. The SPG Operating Partnership's share of the cost of the NED Acquisition included the assumption of approximately $530,000 of mortgage indebtedness; $177,050 in cash; the issuance of 1,269,446 Paired Units valued at approximately $36,400; the issuance of 2,584,227 7% Convertible Preferred Units in the SPG Operating Partnership valued at approximately $72,800; and 2,584,227 8% Redeemable Preferred Units in the SPG Operating Partnership valued at approximately $78,000. The SPG Operating Partnership's share of the cash portion of the purchase price was financed primarily using the Credit Facility (See Note 9). In connection with the NED Acquisition, SPG borrowed $92.8 million from the SPG Operating Partnership at 7.8% interest with a maturity of December 2009. SPG used the proceeds to purchase a noncontrolling 88% interest in one of the NED Properties. SPG contributed its interest in such Property to the SPG Operating Partnership in exchange for 3,617,070 Paired Units. The SPG Operating Partnership then contributed its interest in such Property to Mayflower in exchange for an ownership interest in Mayflower. The note receivable from SPG is recorded as a reduction of partners' equity. 4. CPI Merger For financial reporting purposes, as of the close of business on September 24, 1998, the CPI Merger was consummated pursuant to the Agreement and Plan of Merger dated February 18, 1998, among Simon 62 SIMON PROPERTY GROUP, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) DeBartolo Group, Inc. ("SDG"), Corporate Property Investors, Inc. ("CPI"), and Corporate Realty Consultants, Inc. ("CRC").The CPI Merger included the addition of 23 regional malls, one community center, two office buildings and one regional mall and one community center under construction. As part of the merger consideration, immediately prior to the consummation of the CPI Merger, the holders of CPI common stock were paid a merger dividend consisting of (i) $90 in cash, (ii) 1.0818 additional shares of CPI common stock and (iii) 0.19 shares of 6.50% Series B convertible preferred stock of CPI per share of CPI common stock. Immediately prior to the CPI Merger, there were 25,496,476 shares of CPI common stock outstanding. The cash portion of the merger consideration was financed with borrowings of $1.4 billion on the Merger Facility and $237,000 on the Credit Facility (See Note 9). The remaining merger consideration was liabilities assumed of approximately $2.3 billion. The aggregate value associated with the completion of the CPI Merger was approximately $5.9 billion, including transaction costs and liabilities assumed, in accordance with the purchase method of accounting. The value of the consideration paid by SDG has been allocated to the estimated fair value of the CPI assets acquired and liabilities assumed and resulted in goodwill of $41,021, as adjusted. Goodwill is amortized over the estimated life of the properties of 35 years. In connection with the CPI Merger, CPI was renamed "Simon Property Group, Inc." CPI's paired-share affiliate, Corporate Realty Consultants, Inc., was renamed "SPG Realty Consultants, Inc." In addition SDG and Simon DeBartolo Group, LP ("SDG, LP") were renamed "SPG Properties, Inc." and "Simon Property Group, L.P.", respectively. Upon completion of the CPI Merger, SPG transferred substantially all of the CPI assets acquired (other than one regional mall, Ocean County Mall, and certain net leased properties valued at approximately $153,100) to the SPG Operating Partnership or one or more subsidiaries of the SPG Operating Partnership in exchange for 47,790,550 Units and 5,053,580 preferred Units in the SPG Operating Partnership. The preferred Units carry the same rights and equal the number of preferred shares issued and outstanding as a direct result of the CPI Merger. Likewise, the net assets of SRC, with a carrying value of approximately $14,755, were transferred to the SRC Operating Partnership in exchange for Units. SDG, LP contributed $14,000 cash to CRC and $8,000 cash to the SRC Operating Partnership on behalf of the SDG common stockholders and the limited partners of SDG, LP to obtain the beneficial interests in common stock of CRC, which were paired with the shares of common stock issued by SPG, and to obtain Units in the SRC Operating Partnership so that the limited partners of the SPG Operating Partnership would hold the same proportionate interest in the SRC Operating Partnership that they hold in the SPG Operating Partnership. The cash contributed to CRC and the SRC Operating Partnership on behalf of the partners of SDG, LP was accounted for as a distribution to the partners. 5. Other Real Estate Acquisitions, Disposals and Developments Acquisitions During 1999, in addition to the NED Acquisition, the SPG Operating Partnership acquired the remaining interests in four Properties and a noncontrolling 27.5% ownership interest in the 2.8 million square-foot Mall of America for a combined price of approximately $317,850, including the assumption of $134,300 of mortgage indebtedness, 1,000,000 shares of 8% Redeemable Preferred Stock in SPG issued at $24,242, and the remainder in cash, financed primarily through the Credit Facility and working capital. The SPG Operating Partnership is entitled to 50% of the economic benefits of Mall of America, due to a preference. On February 27, 1998, the SPG Operating Partnership acquired a noncontrolling 50% joint venture interest in a portfolio of twelve regional malls and two community centers (the "IBM Properties") comprising 63 SIMON PROPERTY GROUP, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) approximately 10.7 million square feet of GLA. The SPG Operating Partnership's $487,250 share of the purchase price included the assumption of indebtedness of $242,500. The SPG Operating Partnership also assumed leasing and management responsibilities for six of the regional malls and one community center. The SPG Operating Partnership funded its share of the cash portion of the purchase price using borrowings from an interim $300,000 unsecured revolving credit facility, which was subsequently retired using borrowings from the Credit Facility. During 1998, in addition to the CPI Merger and the acquisition of the IBM Properties, the SPG Operating Partnership acquired 100% of one Property, a 90% interest in another Property and additional interests in a total of six Properties for approximately $199,200, including the assumption of $62,100 of indebtedness and 2,864,088 Units valued at approximately $93,500, with the remainder in cash financed primarily through the Credit Facility and working capital. These transactions resulted in the addition of approximately 1.1 million square feet of GLA to the portfolio. During 1997, the SPG Operating Partnership completed its cash tender offer for all of the outstanding shares of beneficial interests of The Retail Property Trust ("RPT"), a private REIT and the acquisition of RPT's operating partnership, Shopping Center Associates ("SCA"), which owned or had interests in twelve regional malls and one community center (the "SCA Properties"). In a series of subsequent transactions, the SPG Operating Partnership acquired the remaining ownership interest in three of the SCA Properties and sold its interest in four of the SCA Properties. The Property sales, which generated net cash proceeds of $43,050, were accounted for as an adjustment to the allocation of the purchase price. At the completion of these transactions (the "SCA Acquisition"), the SPG Operating Partnership owns 100% of eight of the nine SCA Properties, and a noncontrolling 50% ownership interest in the remaining Property. The total cost for the SCA Acquisition of approximately $1.3 billion included shares of common stock of SPG valued at approximately $50,000, Units in the SPG Operating Partnership valued at approximately $25,300, the assumption of $398,500 of consolidated indebtedness. The SPG Operating Partnership's pro rata share of joint venture indebtedness of $76,750, with the remainder comprised primarily of cash financed using the SPG Operating Partnership's Credit Facility. On September 15, 1998, RPT transferred its ownership interest in SCA to the SPG Operating Partnership in exchange for 27,195,109 Units in the SPG Operating Partnership. Also in 1997, the SPG Operating Partnership acquired ownership interests in four regional malls and one community center for an aggregate purchase price of approximately $322,000. The purchase price included Units in the SPG Operating Partnership valued at $1,100, common stock of SPG valued at approximately $20,000 and the assumption of $64,772 of mortgage indebtedness, with the remainder paid in cash primarily using proceeds from the Credit Facility, sales of equity securities and working capital. Disposals During 1999, 1998 and 1997, the SPG Operating Partnership sold ownership interests in two parcels of land and two properties; five properties; and one property, respectively, at a combined sale price of $46,750, $120,000 and $1,100, respectively. These sales generated net consolidated gains (losses) of ($1,942), ($7,283) and $20 in 1999, 1998 and 1997, respectively. The SPG Operating Partnership is continuing to pursue the sale of its remaining non- retail holdings, along with a number of retail assets that are no longer aligned with the SPG Operating Partnership's strategic criteria. If these assets are sold, management expects the sale prices will not differ materially from the carrying value of the related assets. Development Activity Development of new retail assets is an ongoing part of the SPG Operating Partnership's strategy. The SPG Operating Partnership's share of development costs in 1999 was approximately $400,000. Six Properties 64 SIMON PROPERTY GROUP, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) opened in 1999 aggregating approximately 4.9 million square feet of GLA. During 1998, the SPG Operating Partnership opened two new community center Properties at a cost of approximately $102,000, with approximately 577,000 square feet of GLA, and the SPG Operating Partnership opened four new Properties in 1997 at a cost of approximately $230,000 with approximately 3,600,000 square feet of GLA. Construction also continues on two other new projects at an aggregate construction cost of approximately $340,000, of which approximately $140,000 is the SPG Operating Partnership's share. These developments are funded primarily with borrowings from the Credit Facility, construction loans and working capital. In addition, the SPG Operating Partnership strives to increase profitability and market share of the existing Properties through the completion of strategic renovations and expansions. During 1999, 1998 and 1997, the SPG Operating Partnership invested approximately $277,000, $337,000 and $229,000, respectively on renovation and expansion of the Properties. These projects were also funded primarily with borrowings from the Credit Facility, construction loans and working capital. Pro Forma The following unaudited pro forma summary financial information excludes any extraordinary items and reflects the consolidated results of operations of the SPG Operating Partnership as if the CPI Merger had occurred on January 1, 1998, and was carried forward through December 31, 1998. Preparation of the pro forma summary information was based upon assumptions deemed appropriate by management. The pro forma summary information is not necessarily indicative of the results which actually would have occurred if the CPI Merger had been consummated on January 1, 1998, nor does it purport to represent the results of operations for future periods.
Year Ended December 31, 1998 ------------ Revenue........................................................... $ 1,695,204 ============ Net income(1)..................................................... 273,088 ============ Net income available to Unitholders............................... 191,312 ============ Basic net income per Unit(1)...................................... $ 0.85 ============ Diluted net income per Unit....................................... $ 0.85 ============ Basic weighted average number of Units............................ 224,041,500 ============ Diluted weighted average number of Units.......................... 224,398,649 ============
- -------- (1) Includes net gains on the sales of assets of $37,973, or $0.17 on a basic earnings per Unit basis. 6. Summary of Significant Accounting Policies Investment Properties Investment Properties are recorded at cost (predecessor cost for Properties acquired from certain of the SPG Operating Partnership's unitholders). Investment Properties for financial reporting purposes are reviewed for impairment on a Property-by-Property basis whenever events or changes in circumstances indicate that the carrying value of investment Properties may not be recoverable. Impairment of investment Properties is recognized when estimated undiscounted operating income is less than the carrying value of the Property. To the extent an impairment has occurred, the excess of carrying value of the Property over its estimated fair value is charged to income. 65 SIMON PROPERTY GROUP, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) Investment Properties include costs of acquisitions, development and predevelopment, construction, tenant allowances and improvements, interest and real estate taxes incurred during construction, certain capitalized improvements and replacements, and certain allocated overhead. Depreciation on buildings and improvements is provided utilizing the straight-line method over an estimated original useful life, which is generally 35 years or the term of the applicable tenant's lease in the case of tenant inducements. Depreciation on tenant allowances and improvements is provided utilizing the straight-line method over the term of the related lease. Certain improvements and replacements are capitalized when they extend the useful life, increase capacity, or improve the efficiency of the asset. All other repair and maintenance items are expensed as incurred. Capitalized Interest Interest is capitalized on projects during periods of construction. Interest capitalized during 1999, 1998 and 1997 was $19,641, $10,567 and $11,589, respectively. Segment Disclosure The SPG Operating Partnership's interests in its regional malls, community centers and other assets represents one segment as they have similar economic and environmental conditions, business processes, types of customers (i.e. tenants) and services provided, and because resource allocation and other operating decisions are based on an evaluation of the entire portfolio. Long-term Investment Investments in securities classified as available for sale are reflected in other investment in the balance sheets at market value with the changes in market value reflected as comprehensive income in partners' equity. Deferred Costs Deferred costs consist primarily of financing fees incurred to obtain long- term financing, costs of interest rate protection agreements, and internal and external leasing commissions and related costs. Deferred financing costs, including interest rate protection agreements, are amortized on a straight-line basis over the terms of the respective loans or agreements. Deferred leasing costs are amortized on a straight-line basis over the terms of the related leases. Deferred costs of $137,133 and $127,022 are net of accumulated amortization of $121,468 and $115,283 in 1999 and 1998, respectively. Interest expense in the accompanying Consolidated Statements of Operations includes amortization of deferred financing costs of $17,535, $11,835, and $8,338, for 1999, 1998 and 1997, respectively, and has been reduced by amortization of debt premiums and discounts of $5,707, $1,465 and $699 for 1999, 1998 and 1997, respectively. Revenue Recognition The SPG Operating Partnership, as a lessor, has retained substantially all of the risks and benefits of ownership of the investment Properties and accounts for its leases as operating leases. Minimum rents are accrued on a straight-line basis over the terms of their respective leases. Certain tenants are also required to pay overage rents based on sales over a stated base amount during the lease year. Through December 31, 1999, overage rents were recognized as revenues based on reported and estimated sales for each tenant through December 31, less the applicable prorated base sales amount. Differences between estimated and actual amounts are recognized in the subsequent year. As described in Note 15, the SPG Operating Partnership's accounting for overage rent will be modified effective January 1, 2000. 66 SIMON PROPERTY GROUP, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) Reimbursements from tenants for real estate taxes and other recoverable operating expenses are recognized as revenue in the period the applicable expenditures are incurred. Allowance for Credit Losses A provision for credit losses is recorded based on management's judgment of tenant creditworthiness. The activity in the allowance for credit losses during 1999, 1998 and 1997 was as follows:
Balance at Provision Accounts Balance Beginning for Credit Written at End Year Ended of Year Losses Off of Year ---------- ---------- ---------- -------- ------- December 31, l999..................... $14,476 $8,367 $(8,355) $14,488 ======= ====== ======= ======= December 31, l998..................... $13,804 $6,599 $(5,927) $14,476 ======= ====== ======= ======= December 31, l997..................... $ 7,918 $5,992 $ (106) $13,804 ======= ====== ======= =======
Income Taxes As a partnership, the allocated share of income or loss for each year is included in the income tax returns of the partners, accordingly, no accounting for income taxes is required in the accompanying consolidated financial statements. State and local taxes are not material. The unaudited taxable income of the SPG Operating Partnership for the year ended December 31, 1999, is estimated to be $483,500 and was $307,406 and $172,943 for the years ended 1998 and 1997, respectively. Reconciling differences between book income and tax income primarily result from timing differences consisting of (i) depreciation expense, (ii) prepaid rental income and (iii) straight-line rent. Furthermore, the SPG Operating Partnership's share of income or loss from the affiliated Management Company is excluded from the tax return of the SPG Operating Partnership. Per Unit Data In accordance with SFAS No. 128 Earnings Per Share, 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. The weighted average number of Units used in the computation for 1999, 1998 and 1997 was 232,569,029; 189,082,385; and 161,022,887, respectively. The diluted weighted average number of Units used in the computation for 1999, 1998 and 1997 was 232,706,031; 189,439,534; and 161,406,951, respectively. Preferred Units issued and outstanding during the comparative periods did not have a dilutive effect on earnings per Unit. Paired Units held by limited partners in the Operating Partnerships may be exchanged for Paired Shares, on a one-for-one basis in certain circumstances. If exchanged, the Paired Units would not have a dilutive effect. 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 SPG Operating Partnership accrues distributions when they are declared. The SPG Operating Partnership declared distributions in 1999 and 1998 aggregating $2.02 per Unit, of which $1.07 and $0.97 represented a return of capital measured using generally accepted accounting principles, respectively. On a 67 SIMON PROPERTY GROUP, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) federal income tax basis, 10% of the SPG Operating Partnership's 1999 distributions represented a capital gain and 38% represented a return of capital. In 1998, 1% of the SPG Operating Partnership's 1998 distributions represented a capital gain and 48% represented a return of capital. Statements of Cash Flows For purposes of the Statements of Cash Flows, all highly liquid investments purchased with an original maturity of 90 days or less are considered cash and cash equivalents. Cash equivalents are carried at cost, which approximates market value. Cash equivalents generally consist of commercial paper, bankers acceptances, Eurodollars, repurchase agreements and Dutch auction securities. Cash paid for interest, net of any amounts capitalized, during 1999, 1998 and 1997 was $566,156, $397,545 and $270,912, respectively. Noncash Transactions Accrued and unpaid distributions were $876 and $3,428 at December 31, 1999 and 1998, respectively. Please refer to Notes 3, 4, 5 and 11 for additional discussion of noncash transactions. Reclassifications Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation. These reclassifications have no impact on net operating results previously reported. 7. Investment Properties Investment properties consist of the following:
December 31, ----------------------- 1999 1998 ----------- ----------- Land................................................ $ 2,109,096 $ 2,066,461 Buildings and improvements.......................... 10,456,974 9,537,310 ----------- ----------- Total land, buildings and improvements.............. 12,566,070 11,603,771 Furniture, fixtures and equipment................... 74,076 59,089 ----------- ----------- Investment properties at cost....................... 12,640,146 11,662,860 Less--accumulated depreciation...................... 1,093,103 709,114 ----------- ----------- Investment properties at cost, net.................. $11,547,043 $10,953,746 =========== ===========
Investment properties includes $201,032 and $184,799 of construction in progress at December 31, 1999 and 1998, respectively. 8. Investments in Unconsolidated Entities Joint Venture Properties From January 1, 1997 through December 31, 1999, the number of Properties the SPG Operating Partnership accounted for using the equity method of accounting has increased from 30 to 69. Please refer to Notes 3, 4 and 5. 68 SIMON PROPERTY GROUP, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) Summary financial information of the Joint Venture Properties and a summary of the SPG Operating Partnership's investment in and share of income from such Properties follows.
December 31, ----------------------- 1999 1998 ----------- ----------- BALANCE SHEETS Assets: Investment properties at cost, net................... $ 6,471,992 $ 4,265,022 Cash and cash equivalents............................ 169,763 171,553 Tenant receivables................................... 160,431 140,579 Other assets......................................... 165,303 126,112 ----------- ----------- Total assets........................................ $ 6,967,489 $ 4,703,266 =========== =========== Liabilities and Partners' Equity: Mortgages and other notes payable.................... $ 4,484,598 $ 2,861,589 Accounts payable, accrued expenses and other liabilities......................................... 291,213 223,631 ----------- ----------- Total liabilities................................... 4,775,811 3,085,220 Partners' equity..................................... 2,191,678 1,618,046 ----------- ----------- Total liabilities and partners' equity.............. $ 6,967,489 $ 4,703,266 =========== =========== The SPG Operating Partnership's Share of: Total assets......................................... $ 2,834,236 $ 1,905,459 =========== =========== Partners' equity..................................... $ 887,219 $ 565,496 Add: Excess Investment............................... 592,457 708,616 ----------- ----------- The SPG Operating Partnership's net Investment in Joint Ventures...................................... $ 1,479,676 $ 1,274,112 =========== ===========
For the Year Ended December 31, ------------------------------- 1999 1998 1997 --------- --------- --------- STATEMENTS OF OPERATIONS Revenue: Minimum rent................................ $ 570,902 $ 442,530 $ 256,100 Overage rent................................ 25,957 18,465 10,510 Tenant reimbursements....................... 276,223 204,936 120,380 Other income................................ 45,140 30,564 19,364 --------- --------- --------- Total revenue.............................. 918,222 696,495 406,354 Operating Expenses: Operating expenses and other................ 324,061 245,927 144,256 Depreciation and amortization............... 170,339 129,681 85,423 --------- --------- --------- Total operating expenses................... 494,400 375,608 229,679 --------- --------- --------- Operating Income.............................. 423,822 320,887 176,675 Interest Expense.............................. 235,179 176,669 96,675 Extraordinary Items--Debt Extinguishments..... (66) (11,058) (1,925) --------- --------- --------- Net Income.................................... $ 188,577 $ 133,160 $ 78,075 ========= ========= ========= Third-Party Investors' Share of Net Income.... 116,399 88,242 55,507 --------- --------- --------- The SPG Operating Partnership's Share of Net Income....................................... $ 72,178 $ 44,918 $ 22,568 Amortization of Excess Investment............. 27,252 22,625 13,878 --------- --------- --------- Income from Unconsolidated Entities........... $ 44,926 $ 22,293 $ 8,690 ========= ========= =========
69 SIMON PROPERTY GROUP, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) As of December 31, 1999 and 1998, 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 acquired ("Excess Investment") was $592,457 and $708,616, respectively, which is amortized over the life of the related Properties. Amortization included in income from unconsolidated entities for the years ended December 31, 1999, 1998 and 1997 was $27,252, $22,625 and $13,878, respectively. Included in the 1999 amortization is a $5,000 writedown on a joint venture investment. The Management Company The SPG Operating Partnership holds 80% of the outstanding common stock, 5% of the outstanding voting common stock, and all of the 8% cumulative preferred stock of the Management Company. The remaining 20% of the outstanding common stock of the Management Company (representing 95% of the voting common stock) is owned directly by Melvin Simon, Herbert Simon and David Simon. Because the SPG Operating Partnership exercises significant influence over the financial and operating policies of the Management Company, it is reflected in the accompanying statements using the equity method of accounting. The Management Company, including its consolidated subsidiaries, provides management, leasing, development, project management, accounting, legal, marketing and management information systems services and property damage and general liability insurance coverage to certain Portfolio Properties. The SPG Operating Partnership incurred costs of $75,697, $58,748 and $45,509 on consolidated Properties, related to services provided by the Management Company and its affiliates in 1999, 1998 and 1997, respectively. The Management Company also provides certain of such services to Melvin Simon & Associates, Inc. ("MSA"), and certain other nonowned properties for a fee. Fees for services provided by the Management Company to MSA were $3,853, $3,301 and $3,073 for the years ended December 31, 1999, 1998 and 1997, respectively. The SPG Operating Partnership manages substantially all wholly-owned Properties and 40 Properties owned as joint venture interests, and, accordingly, it reimburses a subsidiary of the Management Company for costs incurred relating to the management of such Properties. Substantially all employees of the SPG Operating Partnership (other than direct field personnel) are employed by such Management Company subsidiary. The Management Company records costs net of amounts reimbursed by the SPG Operating Partnership. Common costs are allocated using assumptions that management believes are reasonable. The SPG Operating Partnership's share of allocated common costs was $54,759, $42,457 and $35,341 for 1999, 1998 and 1997, respectively. As of December 31, 1999 and 1998, amounts due from the Management Company for unpaid interest receivable and unpaid accrued preferred dividends were not material to the consolidated financial statements. Amounts due to the Management Company under cost-sharing arrangements and management contracts are included in notes and advances receivable from Management Company and affiliates. Included in operating income of the Management Company for 1999 is a $7,290 loss resulting from interests in two parcels of land held for sale by the Management Company, which were written down to their respective estimated fair market values. 70 SIMON PROPERTY GROUP, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) Summarized consolidated financial information of the Management Company and a summary of the SPG Operating Partnership's investment in and share of income from the Management Company follows.
December 31, ------------------- 1999 1998 --------- --------- BALANCE SHEET DATA: Total assets............................................. $ 184,501 $ 198,952 Notes payable to the SPG Operating Partnership at 11%, due 2008, and advances.................................. 162,082 115,378 Shareholders' equity..................................... 21,740 7,279 The SPG Operating Partnership's Share of: Total assets............................................. $ 172,935 $ 184,273 ========= ========= Shareholders' equity..................................... $ 23,889 $ 10,037 ========= =========
For the Year Ended December 31, ---------------------------- 1999 1998 1997 --------- --------- -------- OPERATING DATA: Total revenue................................... $ 115,761 $ 100,349 $ 85,542 Operating Income................................ 5,573 8,067 13,766 Net Income Available for Common Shareholders.... $ 4,173 $ 6,667 $ 12,366 ========= ========= ======== The SPG Operating Partnership's Share of Net Income after intercompany profit elimination... $ 4,715 $ 5,852 $ 10,486 ========= ========= ========
European Investment The SPG Operating Partnership and the Management Company have a 25% ownership interest in European Retail Enterprises, B.V. ("ERE") and Groupe BEG, S.A. ("BEG"), respectively, which are accounted for using the equity method of accounting. BEG and ERE are fully integrated European retail real estate developers, lessors and managers. The SPG Operating Partnership and the Management Company's total combined investment in ERE and BEG at December 31, 1999 was approximately $41,000, with commitments for an additional $22,000, subject to certain performance and other criteria, including the SPG Operating Partnership's approval of development projects. The agreements with BEG and ERE are structured to allow the SPG Operating Partnership to acquire an additional 25% ownership interest over time. As of December 31, 1999, BEG and ERE had three properties open in Poland and two in France. The financial statements of the SPG Operating Partnership's European operations are measured utilizing the Euro and translated into U.S. dollars in accordance with SFAS No. 52, Foreign Currency Translation. Accordingly, results of operations are translated at the weighted average exchange rate for the period. The translation adjustment resulting from the conversion of BEG and ERE's balance sheets were not significant for the years ended December 31, 1999 and 1998. 71 SIMON PROPERTY GROUP, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) 9. Indebtedness The SPG Operating Partnership's consolidated mortgages and other notes payable consist of the following:
December 31, --------------------- 1999 1998 ---------- ---------- Fixed-Rate Debt Mortgages and other notes, including $28 and $1,917 net premiums, respectively. Weighted average interest and maturity of 7.4% and 6.1 years......................... $2,304,325 $2,290,902 Unsecured notes, including ($275) and $7,992 net (discounts) premiums, respectively. Weighted average interest and maturity of 7.2% and 7.1 years............ 3,489,725 2,896,563 6 3/4% Putable Asset Trust Securities, including $913 and $1,111 premiums, respectively, due November 2003... 100,913 101,111 7% Mandatory Par Put Remarketed Securities, including $5,214 and $5,273 premiums, respectively, due June 2028 and subject to redemption June 2008.................... 205,214 205,273 Commercial mortgage pass-through certificates. Five classes bearing interest at weighted average rates and maturities of 7.3% and 8.0 years....................... 175,000 175,000 ---------- ---------- Total fixed-rate debt................................... 6,275,177 5,668,849 Variable-Rate Debt Mortgages and other notes, including $884 and $1,275 premiums, respectively. Weighted average interest and maturity of 7.0% and 3.1 years......................... $ 558,664 $ 352,532 Credit Facility (see below)............................. 785,000 368,000 Merger Facility (see below)............................. 950,000 1,400,000 Commercial mortgage pass-through certificates, interest at 6.2%, due December 2007............................. 50,000 50,000 Unsecured term loans, interest at 6.6%, due February 2002................................................... 150,000 133,000 ---------- ---------- Total variable-rate debt................................ 2,493,664 2,303,532 ---------- ---------- Total mortgages and other notes payable, net............ $8,768,841 $7,972,381 ========== ==========
General. Certain of the Properties are cross-defaulted and cross- collateralized as part of a group of properties. Under certain of the cross- default provisions, a default under any mortgage included in the cross- defaulted package may constitute a default under all such mortgages and may lead to acceleration of the indebtedness due on each Property within the collateral package. Certain indebtedness is subject to financial performance covenants relating to leverage ratios, annual real property appraisal requirements, debt service coverage ratios, minimum net worth ratios, debt-to- market capitalization, and minimum equity values. Debt premiums and discounts are amortized over the terms of the related debt instruments. Certain mortgages and notes payable may be prepaid but are generally subject to a prepayment of a yield-maintenance premium. Mortgages and Other Notes. Certain of the Properties are pledged as collateral to secure the related mortgage notes. The fixed and variable mortgage notes are nonrecourse; however certain notes have partial guarantees by affiliates of approximately $643,667. The fixed-rate mortgages generally require monthly payments of principal and/or interest. Variable-rate mortgages are typically based on LIBOR. Unsecured Notes. Certain of the SPG Operating Partnership's unsecured notes totaling $825,000 with weighted average interests and maturities of 8.0% and 8.1 years, respectively, are structurally senior in right of payment to holders of other SPG Operating Partnership unsecured notes to the extent of the assets and related cash flows of certain Properties. Certain of the unsecured notes are guaranteed by the SPG Operating Partnership. 72 SIMON PROPERTY GROUP, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) On February 4, 1999, the SPG Operating Partnership completed the sale of $600,000 of senior unsecured notes. These notes include two $300,000 tranches. The first tranche bears interest at 6.75% and matures on February 4, 2004 and the second tranche bears interest at 7.125% and matures on February 4, 2009. The SPG Operating Partnership used the net proceeds of approximately $594,000 to retire the $450,000 initial tranche of the Merger Facility (see below) and to pay $142,000 on the outstanding balance of the Credit Facility (see below). Credit Facility. The Credit Facility is a $1,250,000 unsecured revolving credit facility. During 1999, the SPG Operating Partnership obtained a three- year extension on the Credit Facility to August of 2002, with an additional one-year extension available at the SPG Operating Partnership's option. The Credit Facility bears interest at LIBOR plus 65 basis points, with an additional 15 basis point facility fee on the entire $1,250,000. The maximum and average amounts outstanding during 1999 under the Credit Facility were $785,000 and $487,255, respectively. The Credit Facility is primarily used for funding acquisition, renovation and expansion and predevelopment opportunities. At December 31, 1999, the Credit Facility had an effective interest rate of 6.47%, with $460,519 available after outstanding borrowings and letters of credit. The Credit Facility contains financial covenants relating to a capitalization value, minimum EBITDA and unencumbered EBITDA ratios and minimum equity values. The Merger Facility. In conjunction with the CPI Merger, the SPG Operating Partnership and SPG, as co-borrowers, closed a $1,400,000 medium term unsecured bridge loan (the "Merger Facility"). The Merger Facility bears interest at a base rate of LIBOR plus 65 basis points and $450,000 of the remaining balance will mature on March 24, 2000, with the remaining $500,000 due on September 24, 2000. The Merger Facility is subject to covenants and conditions substantially identical to those of the Credit Facility. Financing costs of $9,707, which were incurred to obtain the Merger Facility, are amortized over 18 months. Debt Maturity and Other As of December 31, 1999, scheduled principal repayments on indebtedness were as follows: 2000............................................................. $1,161,653 2001............................................................. 268,436 2002............................................................. 1,563,601 2003............................................................. 1,135,047 2004............................................................. 1,083,039 Thereafter....................................................... 3,550,301 ---------- Total principal maturities....................................... 8,762,077 Net unamortized debt premiums.................................... 6,764 ---------- Total mortgages and other notes payable.......................... $8,768,841 ==========
The Joint Venture Properties have $4,484,598 and $2,861,589 of mortgages and other notes payable at December 31, 1999 and 1998, respectively. The SPG Operating Partnership's share of this debt was $1,876,158 and $1,227,044 at December 31, 1999 and 1998, respectively. This debt, including premiums of $22,521 in 1999, becomes due in installments over various terms extending through 2010, with interest rates ranging from 6.26% to 9.98% (weighted average rate of 7.37% at December 31, 1999). The debt, excluding the $22,521 of premiums, matures $502,705 in 2000; $226,374 in 2001; $268,646 in 2002; $844,459 in 2003; $406,161 in 2004 and $2,213,732 thereafter. 73 SIMON PROPERTY GROUP, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) Interest Rate Protection Agreements The SPG Operating Partnership has entered into interest rate protection agreements, in the form of "cap" or "swap" arrangements, with respect to certain of its variable-rate mortgages and other notes payable. Swap arrangements, which effectively fix the SPG Operating Partnership's interest rate on the respective borrowings, have been entered into for $248,000 principal amount of consolidated debt. Cap arrangements, which effectively limit the amount by which variable interest rates may rise, have been entered into for $190,000 principal amount of consolidated debt and cap LIBOR at rates ranging from 8.7% to 16.77% through the related debt's maturity. Costs of the caps ($1,338) are amortized over the life of the agreements. The unamortized balance of the cap arrangements was $187 and $429 as of December 31, 1999 and 1998, respectively. The SPG Operating Partnership's hedging activity as a result of interest swaps and caps resulted in net interest (expense) savings of ($1,880), $263 and $1,586 for the years ended December 31, 1999, 1998 and 1997, respectively. This did not materially impact the SPG Operating Partnership's weighted average borrowing rate. Fair Value of Financial Instruments The carrying value of variable-rate mortgages and other loans represents their fair values. The fair value of consolidated fixed-rate mortgages and other notes payable, was approximately $5,649,467 and $6,100,000 at December 31, 1999 and 1998, respectively. The fair value of the consolidated interest rate protection agreements at December 31, 1999 and 1998, was $6,600 and ($7,213), respectively. At December 31, 1999 and 1998, the estimated discount rates were 8.06% and 6.70%, respectively. 10. Rentals under Operating Leases The SPG Operating Partnership receives rental income from the leasing of retail and mixed-use space under operating leases. Future minimum rentals to be received under noncancelable operating leases for each of the next five years and thereafter, excluding tenant reimbursements of operating expenses and percentage rent based on tenant sales volume, as of December 31, 1999, are as follows: 2000............................................................. $ 950,438 2001............................................................. 890,852 2002............................................................. 831,762 2003............................................................. 753,945 2004............................................................. 658,211 Thereafter....................................................... 2,407,943 ----------- $ 6,493,151 ===========
Approximately 1.8% of future minimum rents to be received are attributable to leases with an affiliate of a limited partner in the SPG Operating Partnership. 11. Partners' Equity Unit Issuances As described in Note 3, as part of the consideration paid for the NED Acquisition, the SPG Operating Partnership issued 1,269,446 Paired Units valued at approximately $36,400; 2,584,227 7% Convertible Preferred Units in the SPG Operating Partnership valued at approximately $72,800; and 2,584,227 8% Redeemable Preferred Units in the SPG Operating Partnership valued at approximately $78,000. In addition, as part of the NED Acquisition, the SPG Operating Partnership issued 3,617,070 Paired Units to SPG in exchange for a note receivable, which is recorded as a reduction of partners' equity. 74 SIMON PROPERTY GROUP, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) During 1998, SPG issued 2,957,335 shares of its common stock in offerings generating combined net proceeds of approximately $91,399. The net proceeds were contributed to the SPG Operating Partnership in exchange for a like number of Units. The SPG Operating Partnership used the net proceeds for general working capital purposes. On November 11, 1997, the SPG Operating Partnership issued 3,809,523 Units upon the conversion of 4,000,000 8.125% Series A Preferred Units. On September 19, 1997, SPG issued 4,500,000 shares of its common stock in a public offering. SPG contributed the net proceeds of approximately $146,800 to the SPG Operating Partnership in exchange for an equal number of Units. The SPG Operating Partnership used the net proceeds to retire a portion of the outstanding balance on the Credit Facility. Preferred Units The following table summarizes each of the series of preferred Units of the SPG Operating Partnership:
As of December 31, ---------------------- 1999 1998 ----------- ---------- Series A 6.5% Convertible Preferred Units, 209,249 units authorized, 53,271 and 209,249 issued and outstanding, respectively........................................... $ 68,073 $ 267,393 Series B 6.5% Convertible Preferred Units, 5,000,000 units authorized, 4,844,331 issued and outstanding..... 450,523 450,523 Series B 8.75% Cumulative Redeemable Preferred Units, 8,000,000 units authorized, issued and outstanding..... 192,989 192,989 Series C 7.89% Cumulative Step-Up Premium RateSM Convertible Preferred Units, 3,000,000 units authorized, issued and outstanding..................... 146,608 146,340 Series C 7.00% Cumulative Convertible Preferred Units, 2,700,000 units authorized and 2,584,227 and 0 issued and outstanding, respectively.......................... 72,358 -- Series D 8.00% Cumulative Redeemable Preferred Units, 2,700,000 units authorized and 2,584,227 and 0 issued and outstanding, respectively.......................... 77,527 -- Series E 8.00% Cumulative Redeemable Preferred Units, 1,000,000 units authorized, 1,000,000 and 0 issued and outstanding, respectively.............................. 24,242 -- ----------- ---------- $ 1,032,320 $1,057,245 =========== ==========
Series A Convertible Preferred Units. During 1999, 155,978 Series A Convertible Preferred Units were converted into 5,926,440 Paired Units. In addition, another 153,890 Paired Units were issued to the holders of the converted units in lieu of the cash dividends allocable to those preferred units. Each of the Series A Convertible Preferred Units has a liquidation preference of $1,000 and is convertible into 37.995 Paired Units, subject to adjustment under certain circumstances. The Series A Convertible Preferred Units are not redeemable, except as needed to maintain or bring the direct or indirect ownership of the capital stock of SPG into conformity with REIT requirements. Series B Convertible Preferred Units. Each of the Series B Convertible Preferred Units has a liquidation preference of $100 and is convertible into 2.586 Paired Units, subject to adjustment under circumstances identical to those of the Series A Preferred Units. SPG may redeem the Series B Preferred Units on or after September 24, 2003 at a price beginning at 105% of the liquidation preference plus accrued dividends and declining to 100% of the liquidation preference plus accrued dividends any time on or after September 24, 2008. 75 SIMON PROPERTY GROUP, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) Series B Cumulative Redeemable Preferred Units. SPG Properties, Inc. ("SPG Properties"), a general partner of the SPG Operating Partnership, has outstanding 8,000,000 shares of 8.75% Series B Cumulative Redeemable Preferred Stock, which it may redeem any time on or after September 29, 2006, at a liquidation value of $25.00 per share, plus accrued and unpaid dividends. The liquidation value (other than the portion thereof consisting of accrued and unpaid dividends) is payable solely out of the sale proceeds of other capital shares of SPG Properties, which may include other series of preferred shares. SPG Properties holds preferred units in the SPG Operating Partnership with economic terms substantially identical to those of the Series B Preferred Stock. Series C Cumulative Step-Up Premium RateSM Preferred Units. SPG Properties, Inc. also has outstanding 3,000,000 shares of its 7.89% Series C Cumulative Step-Up Premium RateSM Preferred Stock (the "Series C Preferred Shares") with a liquidation value of $50.00 per share. Beginning October 1, 2012, the rate increases to 9.89% per annum. Management intends to redeem the Series C Preferred Shares prior to October 1, 2012. Beginning September 30, 2007, SPG Properties, Inc. may redeem the Series C Preferred Shares in whole or in part, using only the sale proceeds of other capital stock of SPG Properties, Inc., at a liquidation value of $50.00 per share, plus accrued and unpaid distributions, if any, thereon. Additionally, the Series C Preferred Shares have no stated maturity and are not subject to any mandatory redemption provisions, nor are they convertible into any other securities of SPG Properties, Inc. SPG Properties holds preferred units in the SPG Operating Partnership with economic terms substantially identical to those of the Series B Preferred Stock. Series C and D Preferred Units. In connection with the NED Acquisition, the SPG Operating Partnership issued two new series of preferred Units during 1999 as a component of the consideration for the Properties acquired. The SPG Operating Partnership authorized 2,700,000, and issued 2,584,227, 7.00% Cumulative Convertible Preferred Units (the "7.00% Preferred Units") having a liquidation value of $28.00 per Unit. The 7.00% Preferred Units accrue cumulative dividends at a rate of $1.96 annually, which is payable quarterly in arrears. The 7.00% Preferred Units are convertible at the holders' option on or after August 27, 2004, into either a like number of shares of 7.00% Cumulative Convertible Preferred Stock of SPG with terms substantially identical to the 7.00% Preferred Units or Paired Units at a ratio of 0.75676 to one provided that the closing stock price of SPG's Paired Shares exceeds $37.00 for any three consecutive trading days prior to the conversion date. The SPG Operating Partnership may redeem the 7.00% Preferred Units at their liquidation value plus accrued and unpaid distributions on or after August 27, 2009, payable in Paired Units. In the event of the death of a holder of the 7.00% Preferred Units, or the occurrence of certain tax triggering events applicable to a holder, the SPG Operating Partnership may be required to redeem the 7.00% Preferred Units at liquidation value payable at the option of the SPG Operating Partnership in either cash (the payment of which may be made in four equal annual installments) or Paired Shares. The SPG Operating Partnership also authorized 2,700,000, and issued 2,584,227, 8.00% Cumulative Redeemable Preferred Units (the "8.00% Preferred Units") having a liquidation value of $30.00. The 8.00% Preferred Units accrue cumulative dividends at a rate of $2.40 annually, which is payable quarterly in arrears. The 8.00% Preferred Units are each paired with one 7.00% Preferred Unit or with the Paired Units into which the 7.00% Preferred Units may be converted. The SPG Operating Partnership may redeem the 8.00% Preferred Units at their liquidation value plus accrued and unpaid distributions on or after August 27, 2009, payable in either new preferred units of the SPG Operating Partnership having the same terms as the 8.00% Preferred Units, except that the distribution coupon rate would be reset to a then determined market rate, or in Paired Units. The 8.00% Preferred Units are convertible at the holders' option on or after August 27, 2004, into 8.00% Cumulative Redeemable Preferred Stock of SPG with terms substantially identical to the 8.00% Preferred Units. In the event of the death of a holder of the 8.00% Preferred Units, or the occurrence of certain tax triggering events applicable to a holder, the SPG Operating Partnership may be required to redeem the 8.00% 76 SIMON PROPERTY GROUP, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) Preferred Units owned by such holder at their liquidation value payable at the option of the SPG Operating Partnership in either cash (the payment of which may be made in four equal annual installments) or Paired Shares. Series E Cumulative Redeemable Preferred Units. As part of the consideration for the purchase of ownership in Mall of America, SPG issued 1,000,000 shares of Series E Cumulative Redeemable Preferred Stock for $24,242. The Series E Cumulative Redeemable Preferred Stock is redeemable beginning August 27, 2004 at the liquidation value of $25 per share. SPG contributed the interest in Mall of America to the SPG Operating Partnership in exchange for cash and the preferred units with economic terms identical to the Series E Preferred Stock. Notes Receivable from Former CPI Shareholders Notes receivable of $27,168 from former CPI shareholders, which result from securities issued under CPI's executive compensation program and were assumed in the CPI Merger, are reflected as a deduction from partners' equity in the accompanying consolidated financial statements. Certain of such notes totaling $9,519 bear interest at rates ranging from 5.31% to 6.00% and become due during the period 2000 to 2002. The remainder of the notes do not bear interest and become due at the time the underlying shares are sold. The Simon Property Group 1998 Stock Incentive Plan The SPG Operating Partnership and SPG have a stock incentive plan (the "1998 Plan"), which provides for the grant of equity-based awards during a ten-year period, 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. The Companies have reserved for issuance 6,300,000 Paired Shares under the 1998 Plan. Additionally, the partnership agreements require the Companies to sell Paired Shares to the Operating Partnerships, at fair value, sufficient to satisfy the exercising of stock options, and for the Companies to purchase Paired Units for cash in an amount equal to the fair market value of such Paired Shares. Administration. The 1998 Plan is administered by SPG's Compensation Committee (the "Committee"). The Committee, in its sole discretion, determines which eligible individuals may participate and the type, extent and terms of the Awards to be granted to them. In addition, the Committee interprets the 1998 Plan and makes all other determinations deemed advisable for the administration of the 1998 Plan. Options granted to employees ("Employee Options") become exercisable over the period determined by the Committee. The exercise price of an Employee Option may not be less than the fair market value of the Paired Shares on the date of grant. Employee Options generally vest over a three-year period and expire ten years from the date of grant. Director Options. The 1998 Plan provides for automatic grants of Options to directors ("Director Options") of SPG who are not also employees of the SPG Operating Partnership or its "affiliates" ("Eligible Directors"). Under the 1998 Plan, each Eligible Director is automatically granted Director Options to purchase 5,000 Paired Shares upon the director's initial election to the Board of Directors, and upon each reelection, an additional 3,000 Director Options multiplied by the number of calendar years that have elapsed since such person's last election to the Board of Directors. The exercise price of the options is equal to the fair market value of the Paired Shares on the date of grant. Director Options become vested and exercisable on the first anniversary of the date of grant or at such earlier time as a "change in control" of SPG (as defined in the 1998 Plan). Director Options terminate 30 days after the optionee ceases to be a member of the Board of Directors. 77 SIMON PROPERTY GROUP, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) Restricted Stock. The 1998 Plan also provides for shares of restricted common stock of the Companies to be granted to certain employees at no cost to those employees, subject to growth targets established by the Committee (the "Restricted Stock Program"). Restricted stock vests annually in four installments of 25% each beginning on January 1 following the year in which the restricted stock is awarded. During 1999, 1998 and 1997, a total of 537,861; 495,131 and 448,753 Paired Shares, respectively, net of forfeitures, were awarded under the Restricted Stock Program and predecessor programs. Through December 31, 1999 a total of 1,825,086 Paired Shares, net of forfeitures, were awarded. Approximately $10,601, $9,463 and $5,386 relating to these awards were amortized in 1999, 1998 and 1997, 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 partners' equity and subsequently amortized against earnings of the SPG Operating Partnership over the vesting period. The SPG Operating Partnership accounts for stock-based compensation programs using the intrinsic value method, which measures compensation expense as the excess, if any, of the quoted market price of the stock at the grant date over the amount the employee must pay to acquire the stock. During 1999, the SPG Operating Partnership awarded 159,000 additional options to directors and employees. Director Options vest over a twelve-month period, while 62,500 of the Employee Options granted during 1999 vest over two years, and 37,500 vested immediately. The impact on pro forma net income and earnings per share as a result of applying the fair value method, as prescribed by SFAS No. 123, Accounting for Stock-Based Compensation, which requires entities to measure compensation costs measured at the grant date based on the fair value of the award, was not material. The fair value of the options at the date of grant was estimated using the Black-Scholes option pricing model with the following assumptions:
December 31, --------------------------------------- 1999 1998 1997 ------------- ------------- --------- Weighted Average Fair Value per Option.............................. $ 3.27 $ 7.24 $ 3.18 Expected Volatility.................. 19.78--19.89% 30.83--41.79% 17.63% Risk-Free Interest Rate.............. 5.25--5.78% 4.64--5.68% 6.82% Dividend Yield....................... 5.32--6.43% 6.24--6.52% 6.9% Expected Life........................ 10 years 10 years 10 years
The weighted average remaining contract life for options outstanding as of December 31, 1999 was 6.0 years. 78 SIMON PROPERTY GROUP, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) Information relating to Director Options and Employee Options from December 31, 1996 through December 31, 1999 is as follows:
Director Options Employee Options --------------------- ----------------------- Option Price Option Price Options per Share(1) Options per Share(1) ------- ------------ --------- ------------ Shares under option at December 31, 1996....................... 85,080 $ 24.49 1,622,983 $ 23.00 ------- ------- --------- ------- Granted....................... 9,000 29.31 -- N/A Exercised..................... (8,000) 23.62 (361,902) 23.29 Forfeited..................... -- N/A (13,484) 23.99 ------- ------- --------- ------- Shares under option at December 31, 1997....................... 86,080 $ 24.12 1,247,597 $ 22.90 ------- ------- --------- ------- Granted....................... -- N/A 385,000 30.40 CPI Options Assumed........... -- N/A 304,209 25.48 Exercised..................... (8,000) 26.27 (38,149) 23.71 Forfeited..................... (3,000) 29.31 (4,750) 25.25 ------- ------- --------- ------- Shares under option at December 31, 1998....................... 75,080 $ 24.11 1,893,907 $ 24.82 ======= ======= ========= ======= Granted....................... 59,000 26.79 100,000 25.29 Exercised..................... (5,000) 22.25 (77,988) 23.21 Forfeited..................... -- N/A (58,253) 23.48 ------- ------- --------- ------- Shares under option at December 31, 1999....................... 129,080 $ 25.41 1,857,666 $ 24.95 ======= ======= ========= ======= Options exercisable at December 31, 1999....................... 108,080 $ 24.69 1,636,833 $ 24.46 ======= ======= ========= =======
- -------- (1) Represents the weighted average price when multiple prices exist. Exchange Rights Limited partners in the Operating Partnerships have the right to exchange all or any portion of their Paired Units for Paired Shares on a one-for-one basis or cash, as selected by the Board of Directors. The amount of cash to be paid if the exchange right is exercised and the cash option is selected will be based on the trading price of the Companies' common stock at that time. The Companies have reserved 65,444,680 Paired Shares for possible issuance upon the exchange of Paired Units. 12. Employee Benefit Plans The SPG Operating Partnership maintains a tax-qualified retirement 401(k) savings plan. Under the plan, eligible employees can participate in a cash or deferred arrangement permitting them to defer up to a maximum of 12% of their compensation, subject to certain limitations. Participants' salary deferrals are matched at specified percentages, and the plan provides annual contributions of 1.5% of eligible employees' compensation. The SPG Operating Partnership contributed $3,189, $2,581 and $2,727 to the plan in 1999, 1998 and 1997, respectively. Except for the 401(k) plan, the SPG Operating Partnership offers no other postretirement or postemployment benefits to its employees. 79 SIMON PROPERTY GROUP, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) 13. 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. To that end, all defendants have removed the action to federal court and have served a motion, which is pending, to dismiss Triple Five's complaint in its entirety on the grounds that the complaint fails to state a claim. 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 80 SIMON PROPERTY GROUP, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) favor of the defendants granting 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 issued an order changing jurisdiction. The case has been remanded to the Court of Common Pleas of Mahoning County, Ohio, to calculate Plaintiffs' damages and rule upon counterclaims asserted by the SPG Operating Partnership. As a result of the appellate court's decision, the SPG Operating Partnership recorded a $12,000 loss in 1999 related to this litigation in the accompanying consolidated statements of operations 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 has not yet determined whether it will take the matter up on appeal. 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 on the SPG Operating Partnership's financial position or its results of operations. Lease Commitments As of December 31, 1999, a total of 35 of the consolidated Properties are subject to ground leases. The termination dates of these ground leases range from 2000 to 2090. These ground leases generally require payments by the SPG Operating Partnership of a fixed annual rent, or a fixed annual rent plus a participating percentage over a base rate. Ground lease expense incurred by the SPG Operating Partnership for the years ended December 31, 1999, 1998 and 1997, was $13,365, $13,618 and $10,511, respectively. Future minimum lease payments due under such ground leases for each of the next five years ending December 31 and thereafter are as follows:
2000............................................................... $ 7,544 2001............................................................... 7,645 2002............................................................... 7,925 2003............................................................... 7,864 2004............................................................... 7,407 Thereafter......................................................... 495,963 --------- $ 534,348 =========
81 SIMON PROPERTY GROUP, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) Long-term Contract On September 30, 1999, the SPG Operating Partnership entered into a five year contract with Enron Energy Services for Enron to supply or manage all of the energy commodity requirements throughout the SPG Operating Partnership's portfolio. The contract includes electricity, natural gas and maintenance of energy conversion assets and electrical systems including lighting. The SPG Operating Partnership has committed to pay Enron a fixed percentage of the Portfolio's historical energy costs for these services over the term of the agreement. Environmental Matters Nearly all of the Properties have been subjected to Phase I or similar environmental audits. Such audits have not revealed nor is management aware of any environmental liability that management believes would have a material adverse impact on the SPG Operating Partnership's financial position or results of operations. Management is unaware of any instances in which it would incur significant environmental costs if any or all Properties were sold, disposed of or abandoned. 14. Related Party Transactions In preparation for the CPI Merger, on July 31, 1998, CPI, with the assistance of the SPG Operating Partnership, completed the sale of the General Motors Building in New York, New York for approximately $800,000. The SPG Operating Partnership and certain third-party affiliates each received a $2,500 fee from CPI in connection with the sale. 15. New Accounting Pronouncement 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. 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 their sales threshold. The SPG Operating Partnership currently recognizes 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 will adopt SAB 101 effective January 1, 2000. Management is currently evaluating the impact of applying SAB 101 and expects to record a loss from the cumulative effect of a change in accounting principle of approximately $13,000 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. 82 SIMON PROPERTY GROUP, L.P. NOTES TO FINANCIAL STATEMENTS--(Continued) 16. Quarterly Financial Data (Unaudited) Consolidated summarized quarterly 1999 and 1998 data is as follows:
First Second Third Fourth Annual Quarter Quarter Quarter Quarter Amount ------------- ------------- ------------- ------------- ------------- 1999 - ---- Total revenue........... $ 441,194 $ 453,419 $ 466,913 $ 518,709 $ 1,880,235 Operating income........ 194,706 208,491 212,878 236,636 852,711 Income before unusual and extraordinary items.................. 66,638 67,735 84,164 91,306 309,843 Net income available to Unitholders............ 47,159 51,569 55,064 68,023 221,815 Net income before extraordinary items per Unit(1)................ $ 0.21 $ 0.22 $ 0.24 $ 0.31 $ 0.98 Net income per Unit(1).. $ 0.21 $ 0.22 $ 0.24 $ 0.29 $ 0.95 Weighted Average Units Outstanding............ 227,879,830 232,231,002 232,636,887 236,713,575 232,569,029 Diluted net income before extraordinary items per Unit(1)...... $ 0.21 $ 0.22 $ 0.24 $ 0.31 $ 0.98 Diluted net income per Unit(1)................ $ 0.21 $ 0.22 $ 0.24 $ 0.29 $ 0.95 Diluted weighted Average Units Outstanding...... 228,061,703 232,498,343 232,707,718 236,729,515 232,706,031
First Second Third Fourth Annual Quarter Quarter Quarter Quarter Amount ------------- ------------- ------------- ------------- ------------- 1998 - ---- Total revenue........... $ 300,257 $ 310,375 $ 321,987 $ 467,570 $ 1,400,189 Operating income........ 133,667 145,226 147,326 213,790 640,009 Income before extraordinary items.... 45,124 43,514 52,635 91,983 233,256 Net income available to Unitholders............ 37,790 43,204 44,539 73,398 198,931 Net income before extraordinary items per Unit(1)................ $ 0.22 $ 0.21 $ 0.25 $ 0.32 $ 1.01 Net income per Unit(1).. $ 0.22 $ 0.25 $ 0.25 $ 0.33 $ 1.05 Weighted Average Units Outstanding............ 173,084,147 176,098,843 180,987,067 225,670,566 189,082,385 Diluted net income before extraordinary items per Unit(1)...... $ 0.22 $ 0.21 $ 0.25 $ 0.32 $ 1.01 Diluted net income per Unit(1)................ $ 0.22 $ 0.25 $ 0.25 $ 0.32 $ 1.05 Diluted weighted Average Units Outstanding...... 173,471,370 176,489,839 181,312,399 225,972,148 189,439,534
- -------- (1) Primarily due to the cyclical nature of earnings available for Units and the issuance of additional Units during the periods, the sum of the quarterly earnings per Unit sometimes varies from the annual earnings per Unit. 83 SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) 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/ David Simon By __________________________________ David Simon Chief Executive Officer March 23, 2000 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Capacity Date --------- -------- ---- /s/ David Simon Chief Executive Officer March 23, 2000 ______________________________________ and Director (Principal David Simon Executive Officer) /s/ Herbert Simon Co-Chairman of the Board March 23, 2000 ______________________________________ of Directors Herbert Simon /s/ Melvin Simon Co-Chairman of the Board March 23, 2000 ______________________________________ of Directors Melvin Simon /s/ Hans C. Mautner Vice Chairman of the Board March 23, 2000 ______________________________________ of Directors Hans C. Mautner /s/ Richard Sokolov President, Chief Operating March 23, 2000 ______________________________________ Officer and Director Richard Sokolov /s/ Robert E. Angelica Director March 23, 2000 ______________________________________ Robert E. Angelica /s/ Birch Bayh Director March 23, 2000 ______________________________________ Birch Bayh /s/ Pieter S. van den Berg Director March 23, 2000 ______________________________________ Pieter S. van den Berg /s/ G. William Miller Director March 23, 2000 ______________________________________ G. William Miller
84 /s/ Fredrick W. Petri Director March 23, 2000 ______________________________________ Fredrick W. Petri /s/ J. Albert Smith Director March 23, 2000 ______________________________________ J. Albert Smith /s/ Philip J. Ward Director March 23, 2000 ______________________________________ Philip J. Ward /s/ M. Denise DeBartolo York Director March 23, 2000 ______________________________________ M. Denise DeBartolo York /s/ John Dahl Senior Vice President March 23, 2000 ______________________________________ (Principal Accounting John Dahl Officer) Principal Financial Officers: /s/ Stephen E. Sterrett Treasurer March 23, 2000 ______________________________________ Stephen E. Sterrett /s/ James R. Giuliano III Senior Vice President March 23, 2000 ______________________________________ James R. Giuliano III
85 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE To Simon Property Group, Inc.: We have audited in accordance with auditing standards generally accepted in the United States, the consolidated financial statements of SIMON PROPERTY GROUP, L.P. included in this Form 10-K and have issued our report thereon dated February 16, 2000. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedule, "Schedule III: Real Estate and Accumulated Depreciation", as of December 31, 1999, is the responsibility of Simon Property Group, L.P.'s management and is presented for purposes of complying with the Securities and Exchange Commission's rules and is not part of the basic financial statements. The schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole. Arthur Andersen LLP Indianapolis, Indiana, February 16, 2000. 86 SCHEDULE III SIMON PROPERTY GROUP, L.P. REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 1999 (Dollars in thousands)
Cost Capitalized Gross Amounts At Subsequent to Which Carried Initial Cost Acquisition At Close of Period -------------------- -------------------- ----------------------------- Buildings Buildings Buildings and and and Accumulated Name, Location Encumbrances Land Improvements Land Improvements Land Improvements Total(1) Depreciation(2) -------------- ------------ ------- ------------ ------ ------------ ------- ------------ -------- --------------- Regional Malls Alton Square, Alton, IL....... $ 0 $ 154 $ 7,641 $ 0 $11,835 $ 154 $ 19,476 $ 19,630 $ 3,142 Amigoland Mall, Brownsville, TX.. 0 1,045 4,518 0 954 1,045 5,472 6,517 1,890 Anderson Mall, Anderson, SC.... 27,500 1,712 18,122 1,363 4,506 3,075 22,628 25,703 5,918 Arsenal Mall, Watertown, MA... 36,871 0 62,206 0 0 0 62,206 62,206 251 Arsenal Mall HCHIP, Watertown, MA... 0 0 3,922 0 0 0 3,922 3,922 14 Aurora Mall, Aurora, CO...... 0 11,400 55,692 0 1,024 11,400 56,716 68,116 2,024 Barton Creek Square, Austin, TX.............. 0 4,414 20,699 771 31,860 5,185 52,559 57,744 10,939 Battlefield Mall, Springfield, MO.............. 92,177 4,039 29,769 3,225 37,097 7,264 66,866 74,130 14,716 Bay Park Square, Green Bay, WI... 24,848 6,864 25,623 362 2,653 7,226 28,276 35,502 2,706 Bergen Mall, Paramus, NJ..... 0 11,020 92,541 0 6,888 11,020 99,429 110,449 9,320 Biltmore Square, Asheville, NC... 25,765 10,908 19,315 0 1,117 10,908 20,432 31,340 2,164 Boynton Beach Mall, Boynton Beach, FL....... 0 33,758 67,710 0 5,288 33,758 72,998 106,756 7,327 Brea Mall, Brea, CA.............. 0 39,500 209,202 0 1,394 39,500 210,596 250,096 7,506 Broadway Square, Tyler, TX....... 0 11,470 32,439 0 3,862 11,470 36,301 47,771 5,447 Brunswick Square, East Brunswick, NJ... 0 8,436 55,838 0 11,570 8,436 67,408 75,844 5,827 Burlington Mall, Burlington, MA.. 0 46,600 303,618 0 717 46,600 304,335 350,935 10,910 Castleton Square, Indianapolis, IN.............. 0 44,860 80,963 2,500 28,145 47,360 109,108 156,468 9,540 Century III Mall, West Miffin, PA...... 66,000 17,251 117,822 0 1,758 17,251 119,580 136,831 25,684 Charlottesville Fashion Square, Charlottesville, VA.............. 0 0 54,738 0 1,170 0 55,908 55,908 3,743 Chautauqua Mall, Jamestown, NY... 0 3,257 9,641 0 13,740 3,257 23,381 26,638 2,309 Cheltenham Square, Philadelphia, PA.............. 34,226 14,227 43,799 0 3,553 14,227 47,352 61,579 4,801 Chesapeake Square, Chesapeake, VA.. 46,739 11,534 70,461 0 2,737 11,534 73,198 84,732 7,045 Cielo Vista Mall, El Paso, TX.............. 94,817 1,307 18,512 608 18,507 1,915 37,019 38,934 11,034 College Mall, Bloomington, IN.............. 53,481 1,012 16,245 722 19,465 1,734 35,710 37,444 10,114 Columbia Center, Kennewick, WA... 42,326 27,170 58,185 0 6,080 27,170 64,265 91,435 6,328 Cordova Mall, Pensacola, FL... 0 18,800 75,880 (158) 1,335 18,642 77,215 95,857 4,395 Cottonwood Mall, Albuquerque, NM.............. 0 13,145 69,173 (981) (77) 12,164 69,096 81,260 9,351 Crossroads Mall, Omaha, NE....... 0 884 37,293 409 28,715 1,293 66,008 67,301 8,850 Crystal River Mall, Crystal River, FL....... 15,292 11,650 14,252 0 3,569 11,650 17,821 29,471 1,713 Date of Name, Location Construction -------------- -------------- Regional Malls Alton Square, Alton, IL....... 1993 (Note 3) Amigoland Mall, Brownsville, TX.. 1974 Anderson Mall, Anderson, SC.... 1972 Arsenal Mall, Watertown, MA... 1999 (Note 4) Arsenal Mall HCHIP, Watertown, MA... 1999 (Note 4) Aurora Mall, Aurora, CO...... 1998 (Note 4) Barton Creek Square, Austin, TX.............. 1981 Battlefield Mall, Springfield, MO.............. 1970 Bay Park Square, Green Bay, WI... 1996 (Note 4) Bergen Mall, Paramus, NJ..... 1996 (Note 4) Biltmore Square, Asheville, NC... 1996 (Note 4) Boynton Beach Mall, Boynton Beach, FL....... 1996 (Note 4) Brea Mall, Brea, CA.............. 1998 (Note 4) Broadway Square, Tyler, TX....... 1994 (Note 3) Brunswick Square, East Brunswick, NJ... 1996 (Note 4) Burlington Mall, Burlington, MA.. 1998 (Note 4) Castleton Square, Indianapolis, IN.............. 1996 (Note 4) Century III Mall, West Miffin, PA...... 1999 (Note 4) Charlottesville Fashion Square, Charlottesville, VA.............. 1997 (Note 4) Chautauqua Mall, Jamestown, NY... 1996 (Note 4) Cheltenham Square, Philadelphia, PA.............. 1996 (Note 4) Chesapeake Square, Chesapeake, VA.. 1996 (Note 4 ) Cielo Vista Mall, El Paso, TX.............. 1974 College Mall, Bloomington, IN.............. 1965 Columbia Center, Kennewick, WA... 1996 (Note 4) Cordova Mall, Pensacola, FL... 1998 (Note 4) Cottonwood Mall, Albuquerque, NM.............. 1996 Crossroads Mall, Omaha, NE....... 1994 (Note 3) Crystal River Mall, Crystal River, FL....... 1996 (Note 4)
87 SIMON PROPERTY GROUP, L.P. REAL ESTATE AND ACCUMULATED DEPRECIATION--(Continued) December 31, 1999 (Dollars in thousands)
Cost Capitalized Gross Amounts At Subsequent to Which Carried Initial Cost Acquisition At Close of Period ------------------- ------------------ ---------------------------- Buildings Buildings Buildings and and and Accumulated Date of Name, Location Encumbrances Land Improvements Land Improvements Land Improvements Total(1) Depreciation(2) Construction -------------- ------------ ------ ------------ ----- ------------ ------ ------------ -------- --------------- ------------- DeSota Square, Bradeston, FL... 38,880 9,380 52,716 0 4,102 9,380 56,818 66,198 5,675 1996 (Note 4) Eastern Hills Mall, Buffalo, NY.............. 0 15,444 47,604 12 3,626 15,456 51,230 66,686 5,140 1996 (Note 4) Eastland Mall, Tulsa, OK....... 15,000 3,124 24,035 518 6,625 3,642 30,660 34,302 6,700 1986 Edison Mall, Fort Myers, FL.. 0 11,529 107,381 0 3,803 11,529 111,184 122,713 7,117 1997 (Note4) Fashion Mall at Keystone at the Crossing, Indianapolis, IN.............. 63,569 0 120,579 0 2,041 0 122,620 122,620 6,974 1997 (Note 4) Forest Mall, Fond Du Lac, WI.............. 15,550 728 4,498 0 5,979 728 10,477 11,205 2,399 1973 Forest Village Park, Forestville, MD.............. 21,850 1,212 4,625 757 4,303 1,969 8,928 10,897 2,479 1980 Fremont Mall, Fremont, NE..... 0 26 1,280 265 3,003 291 4,283 4,574 807 1966 Golden Ring Mall, Baltimore, MD.............. 29,750 1,130 8,955 572 8,691 1,702 17,646 19,348 5,588 1974 (Note 3) Great Lakes Mall, Cleveland, OH.............. 61,121 14,607 100,362 0 4,265 14,607 104,627 119,234 10,386 1996 (Note 4) Greenwood Park Mall, Greenwood, IN... 96,236 2,607 23,500 5,275 58,683 7,882 82,183 90,065 17,666 1979 Gulf View Square, Port Richey, FL...... 37,064 13,690 39,997 0 7,069 13,690 47,066 60,756 4,260 1996 (Note 4) Haywood Mall, Greenville, SC.. 0 11,604 133,893 0 252 11,604 134,145 145,749 11,174 1999 (Note 4) Heritage Park, Midwest City, OK.............. 0 598 6,213 0 2,363 598 8,576 9,174 2,804 1978 Hutchinson Mall, Hutchinson, KS.. 15,882 1,683 18,427 0 2,998 1,683 21,425 23,108 5,147 1985 Independence Center, Independence, MO.. 0 5,539 45,822 0 15,864 5,539 61,686 67,225 8,017 1994 (Note 3) Ingram Park Mall, San Antonio, TX..... 0 820 17,163 169 14,644 989 31,807 32,796 9,468 1979 Irvin Mall, Irving, TX...... 0 6,737 17,479 2,533 24,468 9,270 41,947 51,217 10,991 1971 Jefferson Valley Mall, Yorktown Heights, NY..... 50,000 4,868 30,304 0 4,409 4,868 34,713 39,581 8,690 1983 Knoxville Center, Knoxville, TN... 0 5,006 21,965 3,712 34,547 8,718 56,512 65,230 8,836 1984 Lakeline Mall, N. Austin, TX... 72,180 14,948 81,568 0 210 14,948 81,778 96,726 7,342 1999 (Note 4) La Plaza, McAllen, TX..... 0 2,194 9,828 7,454 14,173 9,648 24,001 33,649 3,698 1976 Lafayette Square, Indianapolis, IN.............. 0 25,546 43,294 0 9,361 25,546 52,655 78,201 5,184 1996 (Note 4) Laguna Hills Mall, Laguna Hills, CA....... 0 28,074 55,689 0 3,239 28,074 58,928 87,002 3,818 1997 (Note 4) Lenox Square, Atlanta, GA..... 0 41,900 492,411 0 1,842 41,900 494,253 536,153 17,609 1998 (Note 4) Lima Mall, Lima, OH.............. 18,903 7,910 35,495 0 3,733 7,910 39,228 47,138 3,819 1996 (Note 4) Lincolnwood Town Center, Lincolnwood, IL.............. 0 11,197 63,490 28 1,286 11,225 64,776 76,001 14,756 1990 Livingston Mall, Livingston, NJ.. 0 30,200 105,250 0 438 30,200 105,688 135,888 3,763 1998 (Note 4) Longview Mall, Longview, TX.... 27,600 270 3,602 124 7,138 394 10,740 11,134 2,684 1978
88 SIMON PROPERTY GROUP, L.P. REAL ESTATE AND ACCUMULATED DEPRECIATION--(Continued) December 31, 1999 (Dollars in thousands)
Cost Capitalized Gross Amounts At Subsequent to Which Carried Initial Cost Acquisition At Close of Period ------------------- ------------------ ---------------------------- Buildings Buildings Buildings and and and Accumulated Date of Name, Location Encumbrances Land Improvements Land Improvements Land Improvements Total(1) Depreciation(2) Construction -------------- ------------ ------ ------------ ----- ------------ ------ ------------ -------- --------------- ------------- Machesney Park Mall, Rockford, IL.............. 0 614 7,438 120 4,189 734 11,627 12,361 3,879 1979 Markland Mall, Kokomo, IN...... 0 0 7,568 0 2,763 0 10,331 10,331 2,165 1968 Mc Cain Mall, N. Little Rock, AR.............. 43,259 0 9,515 0 8,099 0 17,614 17,614 5,950 1973 Melbourne Square, Melbourne, FL... 38,869 20,552 51,110 0 4,656 20,552 55,766 76,318 5,378 1996 (Note 4) Memorial Mall, Sheboygan, WI... 0 175 4,881 0 853 175 5,734 5,909 1,613 1969 Menlo Park Mall, Edison, NJ...... 0 65,684 223,252 0 5,574 65,684 228,826 294,510 14,858 1997 (Note 4) Miami International Mall, Miami, FL.............. 45,920 13,794 69,701 8,942 4,105 22,736 73,806 96,542 21,944 1996 (Note 4) Midland Park Mall, Midland, TX.............. 28,000 687 9,213 0 6,533 687 15,746 16,433 4,739 1980 Miller Hill Mall, Duluth, MN.............. 0 2,537 18,113 0 9,208 2,537 27,321 29,858 5,470 1973 Mission Viejo Mall, Mission Viejo, CA....... 110,068 9,139 54,445 5,613 117,736 14,752 172,181 186,933 6,877 1996 (Note 4) Mounds Mall, Anderson, IN.... 0 0 2,689 0 2,291 0 4,980 4,980 2,054 1965 Muncie Mall, Muncie, IN...... 8,294 172 5,964 52 21,231 224 27,195 27,419 4,502 1970 Nanuet Mall, Nanuet, NY...... 0 27,700 162,993 0 991 27,700 163,984 191,684 5,877 1998 (Note 4) North East Mall, Hurst, TX....... 73,636 1,347 13,473 2,961 119,444 4,308 132,917 137,225 5,349 1996 (Note 4) North Towne Square, Toledo, OH.............. 23,500 579 8,382 0 2,072 579 10,454 11,033 4,730 1980 Northgate Mall, Seattle, WA..... 79,035 89,991 57,873 0 18,920 89,991 76,793 166,784 6,984 1996 (Note 4) Northlake Mall, Atlanta, GA..... 0 33,400 98,035 0 149 33,400 98,184 131,584 3,502 1998 (Note 4) Northwoods Mall, Peoria, IL...... 0 1,203 12,779 1,449 26,976 2,652 39,755 42,407 9,719 1983 (Note 3) Oak Court Mall, Memphis, TN..... 0 15,673 57,304 0 1,666 15,673 58,970 74,643 3,901 1997 (Note 4) Orange Park Mall, Jacksonville, FL.............. 0 13,345 65,173 0 14,769 13,345 79,942 93,287 11,030 1994 (Note 3) Orland Square, Orland Park, IL.............. 50,000 36,770 129,906 0 2,098 36,770 132,004 168,774 8,206 1997 (Note 4) Paddock Mall, Ocala, FL....... 29,478 20,420 30,490 0 4,743 20,420 35,233 55,653 3,366 1996 (Note 4) Pain Beach Mall, West Palm Beach, FL....... 49,419 12,549 112,741 0 20,933 12,549 133,674 146,223 15,092 1998 (Note 4) Phipps Plaza, Atlanta, GA..... 0 19,200 210,783 0 1,783 19,200 212,566 231,766 7,583 1998 (Note 4) Port Charlotte Town Center, Port Charlotte, FL.............. 52,099 5,561 59,381 0 8,769 5,561 68,150 73,711 6,003 1996 (Note 4) Prien Lake Mall, Lake Charles, LA.............. 0 1,893 2,829 3,091 35,256 4,984 38,085 43,069 4,153 1972 Raleigh Springs Mall, Memphis, TN.............. 0 9,137 28,604 0 7,014 9,137 35,618 44,755 3,068 1996 (Note 4) Randall Park Mall, Cleveland, OH.............. 40,000 4,421 52,456 0 18,073 4,421 70,529 74,950 6,019 1996 (Note 4) Richardson Square, Dallas, TX.............. 0 4,867 6,329 1,075 11,338 5,942 17,667 23,609 1,679 1996 (Note 4) Richmond Towne Square, Cleveland, OH... 45,898 2,666 12,112 0 52,961 2,666 65,073 67,739 2,416 1996 (Note 4)
89 SIMON PROPERTY GROUP, L.P. REAL ESTATE AND ACCUMULATED DEPRECIATION--(Continued) December 31, 1999 (Dollars in thousands)
Cost Capitalized Gross Amounts At Subsequent to Which Carried Initial Cost Acquisition At Close of Period -------------------- ------------------- ----------------------------- Buildings Buildings Buildings and and and Accumulated Name, Location Encumbrances Land Improvements Land Improvements Land Improvements Total(1) Depreciation(2) -------------- ------------ ------- ------------ ----- ------------ ------- ------------ -------- --------------- Richmond Square, Richmond, IN.... 0 3,410 11,343 0 9,037 3,410 20,380 23,790 2,055 River Oaks Center, Calumet City, IL........ 32,500 30,884 101,224 0 2,064 30,884 103,288 134,172 6,358 Rockaway Townsquare, Rockaway, NJ.... 0 50,500 218,557 0 2,479 50,500 221,036 271,536 7,843 Rolling Oaks Mall, North San Antonio, TX..... 0 2,647 38,609 (70) 1,788 2,577 40,397 42,974 10,877 Roosevelt Field, Garden City, NY.............. 0 165,006 702,008 2,096 3,657 167,102 705,665 872,767 25,156 Ross Park Mall, Pittsburgh, PA.. 0 14,557 50,995 9,617 48,819 24,174 99,814 123,988 13,370 Santa Rosa Plaza, Santa Rosa, CA........ 0 10,400 87,864 0 815 10,400 88,679 99,079 3,186 South Hills Village, Pittsburgh, PA.. 0 23,453 125,858 0 708 23,453 126,566 150,019 7,629 South Park Mall, Shreveport, LA.. 26,384 855 13,684 74 2,806 929 16,490 17,419 5,417 South Shore Plaza, Braintree, MA... 0 101,200 301,495 0 1,339 101,200 302,834 404,034 10,860 Southern Park Mall, Youngstown, OH.. 0 16,982 77,774 97 16,294 17,079 94,068 111,147 9,307 Southgate Mall, Yuma, AZ........ 0 1,817 7,974 0 3,415 1,817 11,389 13,206 2,720 St Charles Towne Center Waldorf, MD..... 28,780 9,329 52,974 1,180 10,833 10,509 63,807 74,316 15,715 Summit Mall, Akron, OH....... 0 23,742 42,769 0 13,191 23,742 55,960 79,702 5,914 Sunland Park Mall, El Paso, TX.............. 39,125 2,896 28,900 0 4,682 2,896 33,582 36,478 9,568 Tacoma Mall, Tacoma, WA...... 92,474 39,263 125,826 0 10,289 39,263 136,115 175,378 13,015 Tippecanoe Mall, Lafayette, IN... 61,330 4,187 8,474 5,517 33,545 9,704 42,019 51,723 11,774 Town Center at Boca Raton, Boca Raton, FL....... 0 64,200 307,511 0 17,927 64,200 325,438 389,638 10,560 Towne East Square, Wichita, KS.............. 79,756 9,495 18,479 2,042 11,626 11,537 30,105 41,642 9,189 Towne West Square, Wichita, KS.............. 0 972 21,203 76 7,947 1,048 29,150 30,198 8,264 Treasure Coast Square, Jenson Beach, FL....... 64,419 11,124 73,108 3,067 10,479 14,191 83,587 97,778 7,560 Tyrone Square, St. Petersburg, FL.............. 0 15,638 120,962 0 12,662 15,638 133,624 149,262 12,477 University Mall, Little Rock, AR.............. 0 123 17,411 0 1,117 123 18,528 18,651 5,488 University Mall, Pensacola, FL... 0 4,741 26,657 0 3,506 4,741 30,163 34,904 4,648 University Park Mall, South Bend, IN........ 59,500 15,105 61,466 0 9,063 15,105 70,529 85,634 32,852 Date of Name, Location Construction -------------- ------------- Richmond Square, Richmond, IN.... 1996 (Note 4) River Oaks Center, Calumet City, IL........ 1997 (Note 4) Rockaway Townsquare, Rockaway, NJ.... 1998 (Note 4) Rolling Oaks Mall, North San Antonio, TX..... 1998 (Note 4) Roosevelt Field, Garden City, NY.............. 1998 (Note 4) Ross Park Mall, Pittsburgh, PA.. 1996 (Note 4) Santa Rosa Plaza, Santa Rosa, CA........ 1998 (Note 4) South Hills Village, Pittsburgh, PA.. 1997 (Note 4) South Park Mall, Shreveport, LA.. 1975 South Shore Plaza, Braintree, MA... 1998 (Note 4) Southern Park Mall, Youngstown, OH.. 1996 (Note 4) Southgate Mall, Yuma, AZ........ 1988 (Note 3) St Charles Towne Center Waldorf, MD..... 1990 Summit Mall, Akron, OH....... 1996 (Note 4) Sunland Park Mall, El Paso, TX.............. 1988 Tacoma Mall, Tacoma, WA...... 1996 (Note 4) Tippecanoe Mall, Lafayette, IN... 1973 Town Center at Boca Raton, Boca Raton, FL....... 1998 (Note 4) Towne East Square, Wichita, KS.............. 1975 Towne West Square, Wichita, KS.............. 1980 Treasure Coast Square, Jenson Beach, FL....... 1996 (Note 4) Tyrone Square, St. Petersburg, FL.............. 1996 (Note 4) University Mall, Little Rock, AR.............. 1967 University Mall, Pensacola, FL... 1994 (Note 3) University Park Mall, South Bend, IN........ 1996 (Note 4)
90 SIMON PROPERTY GROUP, L.P. REAL ESTATE AND ACCUMULATED DEPRECIATION--(Continued) December 31, 1999 (Dollars in thousands)
Cost Capitalized Gross Amounts At Subsequent to Which Carried Initial Cost Acquisition At Close of Period ------------------- ------------------ ---------------------------- Buildings Buildings Buildings and and and Accumulated Date of Name, Location Encumbrances Land Improvements Land Improvements Land Improvements Total(1) Depreciation(2) Construction -------------- ------------ ------ ------------ ----- ------------ ------ ------------ -------- --------------- ------------- Upper Valley Mall, Springfield, OH.............. 30,940 8,421 38,745 0 1,626 8,421 40,371 48,792 4,070 1996 (Note 4) Valle Vista Mall, Harlingen, TX.............. 41,623 1,398 17,266 372 8,158 1,770 25,424 27,194 6,430 1983 Virginia Center Commons, Richmond, VA.... 0 9,764 50,547 4,149 3,462 13,913 54,009 67,922 4,977 1996 (Note 4) Walt Whitman Mall, Huntington Station, NY..... 0 51,700 111,170 3,789 24,388 55,489 135,558 191,047 6,720 1998 (Note 4) Washington Square, Indianapolis, IN.............. 33,541 20,146 41,248 0 5,912 20,146 47,160 67,306 4,407 1996 (Note 4) West Ridge Mall, Topeka, KS...... 5,796 5,652 34,132 197 5,553 5,849 39,685 45,534 8,929 1988 Westminster Mall, Westminster, CA.............. 0 45,200 84,709 0 899 45,200 85,608 130,808 3,036 1998 (Note 4) White Oaks Mall, Springfield, IL.............. 16,500 3,024 35,692 1,153 14,109 4,177 49,801 53,978 8,633 1977 Windsor Park Mall, San Antonio, TX..... 14,442 1,194 16,940 130 3,430 1,324 20,370 21,694 6,019 1976 Woodville Mall, Toledo, OH...... 0 1,831 4,454 0 951 1,831 5,405 7,236 663 1996 (Note 4) Community Shopping Centers Arboretum, The, Austin, TX...... 34,000 7,640 36,778 71 1,620 7,711 38,398 46,109 1,196 1998 (Note 4) Arvada Plaza, Arvada, CO...... 0 70 342 608 825 678 1,167 1,845 404 1966 Aurora Plaza, Aurora, CO...... 0 35 5,754 0 1,039 35 6,793 6,828 2,086 1966 Bloomingdale Court, Bloomingdale, IL.............. 29,879 8,764 26,184 0 1,889 8,764 28,073 36,837 4,985 1987 Boardman Plaza, Youngstown, OH.. 18,277 8,189 26,355 0 2,024 8,189 28,379 36,568 2,713 1996 (Note 4) Bridgeview Court, Bridgeview, IL.. 0 302 3,638 0 704 302 4,342 4,644 985 1988 Brightwood Plaza, Indianapolis, IN.............. 0 65 128 0 252 65 380 445 147 1965 Buffalo Grove Towne Center, Buffalo Grove, IL.............. 0 1,345 6,602 121 379 1,466 6,981 8,447 787 1988 Celina Plaza, El Paso, TX........ 0 138 815 0 100 138 915 1,053 221 1978 Century Mall, Merrillville, IN.............. 0 2,190 9,589 0 1,410 2,190 10,999 13,189 4,019 1992 (Note 3) Charles Towne Square, Charleston, SC.. 0 446 1,768 425 11,090 871 12,858 13,729 333 1976 Chesapeake Center, Chesapeake, VA.. 6,563 5,352 12,279 0 102 5,352 12,381 17,733 1,216 1996 (Note 4) Countryside Plaza, Countryside, IL.............. 0 1,243 8,507 0 602 1,243 9,109 10,352 2,507 1977 Eastgate Consumer Mall, Indianapolis, IN.............. 22,929 424 4,722 187 2,705 611 7,427 8,038 3,216 1991 (Note 3) Eastland Plaza, Tulsa, OK....... 0 908 3,709 0 0 908 3,709 4,617 725 1986 Forest Plaza, Rockford, IL.... 16,388 4,187 16,818 453 626 4,640 17,444 22,084 3,022 1985 Fox River Plaza, Elgin, IL....... 0 2,908 9,453 0 148 2,908 9,601 12,509 1,623 1985
91 SIMON PROPERTY GROUP, L.P. REAL ESTATE AND ACCUMULATED DEPRECIATION--(Continued) December 31, 1999 (Dollars in thousands)
Cost Capitalized Gross Amounts At Subsequent to Which Carried Initial Cost Acquisition At Close of Period ------------------- ------------------- ---------------------------- Buildings Buildings Buildings and and and Accumulated Date of Name, Location Encumbrances Land Improvements Land Improvements Land Improvements Total(1) Depreciation(2) Construction -------------- ------------ ------ ------------ ----- ------------ ------ ------------ -------- --------------- ------------- Glen Burnie Mall, Glen Burnie, MD...... 0 7,422 22,778 0 2,595 7,422 25,373 32,795 2,535 1996 (Note 4) Great Lakes Plaza, Cleveland, OH... 0 1,028 2,025 0 3,366 1,028 5,391 6,419 663 1996 (Note 4) Greenwood Plus, Greenwood, IN... 0 1,350 1,792 0 3,757 1,350 5,549 6,899 950 1979 (Note 3) Griffith Park Plaza, Griffith, IN.............. 0 0 2,412 0 135 0 2,547 2,547 792 1979 Grove at Lakeland Square, The, Lakeland, FL.............. 3,750 5,237 6,016 0 1,031 5,237 7,047 12,284 791 1996 (Note 4) Hammond Square, Sandy Springs, GA.............. 0 0 27 0 1 0 28 28 9 1974 Highland Lakes Center, Orlando, FL.............. 14,377 13,951 18,490 0 454 13,951 18,944 32,895 1,934 1996 (Note 4) Ingram Plaza, San Antonio, TX.............. 0 421 1,802 4 21 425 1,823 2,248 670 1980 Keystone Shoppes, Indianapolis, IN.............. 0 0 4,232 0 (7) 0 4,225 4,225 241 1997 (Note 4) Knoxville Commons, Knoxville, TN... 0 3,731 5,345 0 1,787 3,731 7,132 10,863 1,355 1987 Lake Plaza, Waukegan, IL.... 0 2,812 6,420 0 364 2,812 6,784 9,596 1,088 1986 Lake View Plaza, Orland Park, IL.............. 21,785 4,775 17,586 0 2,115 4,775 19,701 24,476 2,953 1986 Lakeline Plaza, Austin, TX...... 23,883 5,929 25,732 0 5,696 5,929 31,428 37,357 1,208 1999 (Note 4) Lima Center, Lima, OH........ 0 1,808 5,151 0 123 1,808 5,274 7,082 509 1996 (Note) Lincoln Crossing, O'Fallon, IL.... 3,298 1,047 2,692 0 192 1,047 2,884 3,931 449 1990 Mainland Crossing, Galveston, TX... 1,603 1,609 1,737 0 221 1,609 1,958 3,567 220 1996 (Note 4) Markland Plaza, Kokomo, IN...... 10,000 210 1,258 0 453 210 1,711 1,921 613 1974 Martinsville Plaza, Martinsville, VA.............. 0 0 584 0 50 0 634 634 400 1967 Marwood Plaza, Indianapolis, IN.............. 0 52 3,597 0 107 52 3,704 3,756 842 1962 Matteson Plaza, Matteson, IL.... 9,593 1,830 9,737 0 1,986 1,830 11,723 13,553 2,033 1988 Memorial Plaza, Sheboygan, WI... 0 250 436 0 857 250 1,293 1,543 407 1966 Mounds Mall Cinema, Anderson, IN.... 0 88 158 0 1 88 159 247 60 1974 Muncie Plaza, Muncie, IN...... 0 626 10,626 (163) (5) 463 10,621 11,084 644 1998 New Castle Plaza, New Castle, IN...... 0 128 1,621 0 645 128 2,266 2,394 725 1966 Shops at North East Plaza, The Hurst, TX....... 0 8,988 2,198 3,553 25,979 12,541 28,177 40,718 164 North Ridge Plaza, Joliet, IL.............. 0 2,831 7,699 0 451 2,831 8,150 10,981 1,442 1985 North Riverside Park Plaza, N. Riverside, IL... 7,386 1,062 2,490 0 644 1,062 3,134 4,196 983 1977 Northland Plaza, Columbus, OH.... 0 4,490 8,893 0 1,034 4,490 9,927 14,417 1,523 1988 Northwood Plaza, Fort Wayne, IN.. 0 302 2,922 0 584 302 3,506 3,808 1,015 1974 Park Plaza, Hopkinsville, KY.............. 0 300 1,572 0 211 300 1,783 2,083 457 1968 Regency Plaza, St. Charles, MO.............. 4,497 616 4,963 0 151 616 5,114 5,730 793 1988
92 SIMON PROPERTY GROUP, L.P. REAL ESTATE AND ACCUMULATED DEPRECIATION--(Continued) December 31, 1999 (Dollars in thousands)
Cost Capitalized Gross Amounts At Subsequent to Which Carried Initial Cost Acquisition At Close of Period ----------------------- --------------------- ----------------------------------- Buildings Buildings Buildings and and and Accumulated Name, Location Encumbrances Land improvements Land Improvements Land Improvements Total(1) Depreciation(2) -------------- ------------ ---------- ------------ -------- ------------ ---------- ------------ ----------- --------------- Rockaway Convenience Center, Rockaway, NJ.... 0 2,900 12,500 0 0 2,900 12,500 15,400 446 St. Charles Towne Plaza, Waldorf, MD..... 0 8,779 18,993 0 183 8,779 19,176 27,955 3,369 Teal Plaza, Lafayette, IN... 0 99 878 0 2,957 99 3,835 3,934 450 Terrace at the Florida Mall, Orlando, FL..... 4,688 5,647 4,126 0 1,025 5,647 5,151 10,798 710 Tippecanoe Plaza, Lafayette, IN... 0 265 440 305 4,967 570 5,407 5,977 1,106 University Center, South Bend, IN........ 0 2,388 5,214 0 339 2,388 5,553 7,941 4,796 Wabash Village, West Lafayette, IN.............. 0 0 976 0 204 0 1,180 1,180 348 Washington Plaza, Indianapolis, IN.............. 0 941 1,697 0 167 941 1,864 2,805 976 West Ridge Plaza, Topeka, KS.............. 44,288 1,491 4,620 0 614 1,491 5,234 6,725 895 White Oaks Plaza, Springfield, IL.............. 17,688 3,265 14,267 0 341 3,265 14,608 17,873 2,328 Wichita Mall, Wichita, KS..... 0 0 4,535 0 1,746 0 6,281 6,281 2,014 Wood Plaza, Fort Dodge, LA....... 0 45 380 0 867 45 1,247 1,292 333 Specialty Recall Centers The Forum Shops at Caesars, Las Vegas, NV... 175,000 0 72,866 0 59,130 0 131,996 131,996 21,738 Trolley Square, Salt Lake City, UT.............. 27,141 4,899 27,539 363 7,299 5,262 34,838 40,100 7,138 Office, Mixed- Use Properties and Other Lenox Building, Atlanta, GA..... 0 0 57,778 0 332 0 58,110 58,110 2,096 Net Lease Properties, Various......... 0 10,363 0 0 0 10,363 0 10,363 0 New Orleans Center/CNG Tower, New Orleans, LA.............. 0 3,679 41,231 0 6,223 3,679 47,454 51,133 4,249 O'Hare International Center, Rosemont, IL.... 0 125 60,287 1 9,017 126 69,304 69,430 20,312 Riverway, Rosemont, IL.... 0 8,739 129,175 16 7,121 8,755 136,296 145,051 39,949 Development Projects Bowie Town Center, Bowie, MD.............. 0 6,000 570 0 1,648 6,000 2,218 8,218 0 Indian River Peripheral Vero Beach, FL....... 0 790 57 0 0 790 57 847 0 Victoria Ward, Honolulu, HI.... 0 0 1,400 0 729 0 2,129 2,129 0 Waterford Lakes, Orlando, FL..... 30,336 0 1,114 9,662 46,704 9,662 47,818 57,480 137 Land, Garland, TX.............. 0 0 0 12,002 0 12,002 0 12,002 0 Other........... 0 0 314 0 1,128 0 1,442 1,442 0 Corporate, Indianapolis, IN.............. 0 2,745 500 280 2,640 3,025 3,140 6,165 2,294 ---------- ---------- ---------- -------- ---------- ---------- ----------- ----------- ---------- $2,995,561 $1,994,179 $8,874,693 $114,917 $1,582,281 $2,109,096 $10,456,974 $12,566,070 $1,066,200 ========== ========== ========== ======== ========== ========== =========== =========== ========== Date of Name, Location Construction -------------- ------------- Rockaway Convenience Center, Rockaway, NJ.... 1998 (Note 4) St. Charles Towne Plaza, Waldorf, MD..... 1987 Teal Plaza, Lafayette, IN... 1962 Terrace at the Florida Mall, Orlando, FL..... 1996 (Note 4) Tippecanoe Plaza, Lafayette, IN... 1974 University Center, South Bend, IN........ 1996 (Note 4) Wabash Village, West Lafayette, IN.............. 1970 Washington Plaza, Indianapolis, IN.............. 1996 (Note 4) West Ridge Plaza, Topeka, KS.............. 1988 White Oaks Plaza, Springfield, IL.............. 1986 Wichita Mall, Wichita, KS..... 1969 Wood Plaza, Fort Dodge, LA....... 1968 Specialty Recall Centers The Forum Shops at Caesars, Las Vegas, NV... 1992 Trolley Square, Salt Lake City, UT.............. 1986 (Note 3) Office, Mixed- Use Properties and Other Lenox Building, Atlanta, GA..... 1998 (Note 4) Net Lease Properties, Various......... New Orleans Center/CNG Tower, New Orleans, LA.............. 1996 (Note 4) O'Hare International Center, Rosemont, IL.... 1988 Riverway, Rosemont, IL.... 1991 Development Projects Bowie Town Center, Bowie, MD.............. Indian River Peripheral Vero Beach, FL....... 1996 (Note 4) Victoria Ward, Honolulu, HI.... Waterford Lakes, Orlando, FL..... Land, Garland, TX.............. Other........... Corporate, Indianapolis, IN..............
93 SIMON PROPERTY GROUP, L.P. NOTES TO SCHEDULE III AS OF DECEMBER 31, 1999 (Dollars in thousands) (1) Reconciliation of Real Estate Properties: The changes in real estate assets for the years ended December 31, 1999, 1998 and 1997 are as follows:
1999 1998 1997 ----------- ----------- ---------- Balance, beginning of year................ $11,603,771 $ 6,814,065 $5,273,465 Acquisitions.............................. 475,166 4,676,634 1,238,909 Improvements.............................. 544,956 356,829 312,558 Disposals................................. (57,823) (126,454) (10,867) Deconsolidation........................... -- (117,303) -- ----------- ----------- ---------- Balance, close of year.................... $12,566,070 $11,603,771 $6,814,065 =========== =========== ==========
The unaudited aggregate cost for federal income tax purposes as of December 31, 1999 was $8,585,753. (2) Reconciliation of Accumulated Depreciation: The changes in accumulated depreciation and amortization for the years ended December 31, 1999, 1998 and 1997 are as follows:
1999 1998 1997 ---------- -------- -------- Balance, beginning of year...................... $ 688,955 $448,353 $270,637 Acquisitions.................................... 32,793 25,839 -- Depreciation expense............................ 351,473 246,934 183,357 Disposals....................................... (7,021) (32,171) (5,641) ---------- -------- -------- Balance, close of year.......................... $1,066,200 $688,955 $448,353 ========== ======== ========
Depreciation of the SPG Operating Partnership's investment in buildings and improvements reflected in the statements of operations is calculated over the estimated original lives of the assets as follows: Buildings and Improvements--typically 35 years Tenant Inducements--shorter of lease term or useful life (3) Initial cost represents net book value at December 20, 1993. (4) Not developed/constructed by the SPG Operating Partnership or its predecessors. The date of construction represents acquisition date. 94 INDEX TO EXHIBITS
Exhibits Page - -------- ---- 2.1 Agreement and Plan of Merger among SPG, Sub and DRC, dated as of March 26, 1996, as amended (included as Annex I to the Prospectus/Joint Proxy Statement filed as part of Form S-4 of Simon Property Group, Inc. (Registration No. 333-06933)). 2.2 Amendment and Supplement to Offer to Purchase for Cash all Outstanding Beneficial Interests in The Retail Property Trust (incorporated by reference to Exhibit 99.1 of the Form 8-K filed by the SPG Operating Partnership on September 12, 1997). 2.3 Agreement and Plan of Merger among SDG, CPI and CRC (incorporated by reference to Exhibit 10.1 in the Form 8-K filed by SDG on February 24, 1998). 2.4 Agreement and Plan of Merger among SPG Properties, Inc. and SD Property Group, Inc. 98 3.1(a) Amended and Restated Charter 3.2(a) Amended and Restated Bylaws, incorporated by reference to Annex VIII of the Company's Schedule 14A on May 8, 1996. 3.3(a) Articles Supplementary with respect to the Series B Preferred Stock of the Company to the Amended and Restated Charter. 3.4 Articles Supplementary with respect to the Series C Preferred Stock of the Company to the Amended and Restated Charter (incorporated by reference to Exhibit 4.1 of the Form 8-K filed by SPG Properties on July 8, 1997). 3.5 Articles Supplementary with respect to the conversion of the Series A Preferred Stock of the SPG Properties into Common Stock (incorporated by reference to Exhibit 3.5 of SPG Properties' 1997 Form 10-K). 10.1(b) Noncompetition Agreement dated as of December 1, 1993 between the Company and each of Melvin Simon and Herbert Simon (Previously filed as Exhibit 10.3). 10.2(b) Noncompetition Agreement dated as of December 1, 1993 between the Company and David Simon (Previously filed as Exhibit 10.4). 10.3(b) Restriction and Noncompetition Agreement dated as of December 1, 1993 among the Company and the Management Companies (Previously filed as Exhibit 10.5). 21.1 List of Subsidiaries of SPG Properties. 96 23.1 Consent of Arthur Andersen LLP. 97
- -------- (a) Incorporated by reference to the exhibit with the same number of SPG Properties' 1996 Form 10-K. (b) Incorporated by reference to the exhibit indicated of SPG Properties' 1993 Form 10-K. 95 EX-2.4 2 AGREEMENT AND PLAN OF MERGER EXHIBIT 2.4 AGREEMENT OF MERGER This Agreement of Merger is made as of January 27, 2000, by and between SPG Properties, Inc., a Maryland corporation ("SPG"), and SD Property Group, Inc., an Ohio corporation ("SD"). Recitals 1. Each of the Boards of Directors of the parties hereto deem it advisable that SD merge with and into SPG pursuant to Section 3-106 of the Maryland General Corporation Law and Section 1701.80 of the Ohio General Corporation Law, on the terms and conditions hereof (the "Merger") Agreement In consideration of the premises and mutual covenants set forth herein, the parties hereto agree as follows: 1. Effective Time. The Merger shall be effective at the time and on the date set forth in the Certificate of Merger to be filed with the State of Ohio and in the Articles of Merger to be filed with the Maryland State Department of Assessments and Taxation (the "Effective Time"). 2. Effects of Merger. At the Effective Time, SD shall be merged with and into SPG, and SD shall be deemed liquidated pursuant to Section 332 of the Internal Revenue Code of 1986, as amended. SPG shall continue to be governed by the laws of the State of Maryland. In addition, the Merger shall have such other effects as are specified by applicable law. 3. Cancellation and Conversion of Shares. At the Effective Time, each of the issued and outstanding shares of common stock of SD that are owned by SPG, by virtue of the Merger and without any action on the part of the holder thereof, shall be extinguished and canceled automatically, without any payment or other distribution in respect thereof. At the Effective Time, each of the issued and outstanding shares of common stock of SD that are owned by holders other than SPG, by virtue of the Merger and without any action on the part of the holder thereof, automatically shall be converted into and become the right to receive the "Merger Consideration." The Merger Consideration shall be in the amount of One Thousand and No/100 Dollars ($1,000.00). 4. Shares Held in Treasury. At the Effective Time, all shares of common stock of SD held in the treasury of SD, if any, shall be canceled, without any payment or other distribution in respect thereof. 5. Capital Stock of SD. The authorized capital stock of SD consists of 176,850,000 shares of common stock, of which 1,100,102 shares are issued and outstanding, and 10,000,000 shares of preferred stock, of which no shares are issued and outstanding. Of such shares of common stock of SD, 1,100,000 are owned of record and beneficially by SPG. 6. Principal Office. The principal office of SPG in Maryland is located at Corporation Trust, Inc., 300 East Lombard Street, Baltimore, Maryland 21202. 7. States of Constituent Corporations. SPG is a Maryland corporation. SD is an Ohio corporation. 8. Appointment of Agent for Service. SPG agrees that it may be served with process in the State of Ohio in any proceeding in the state of Ohio to enforce against SPG any obligations of SD, or to enforce the rights of a dissenting shareholder of SD, and hereby irrevocably appoints the Secretary of State of the State of Ohio as its agent to accept service of process in any such suit or other proceedings. It is requested that the Secretary of 98 State of the State of Ohio mail a copy of any such process to the following address: SPG Properties, Inc. 115 West Washington Street Indianapolis, Indiana 46204 Attention: General Counsel 9. SPG as Foreign Corporation in Ohio. SPG, which was qualified as a foreign corporation in Ohio on December 1, 1993, desires to continue to transact business in Ohio as a foreign corporation after the Merger. 10. Termination. Subject to applicable law, this Agreement of Merger may be amended, modified, supplemented or abandoned by mutual consent of the parties hereto, at any time prior to the filing of a Certificate of merger with the State of Ohio and the filing of Articles of Merger with the Maryland State Department of Assessments and Taxation. 11. Counterparts. This Agreement of Merger may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one agreement. 12. Governing Law. This Agreement of Merger shall be governed in all respects, including, but not limited to, validity, interpretation, effect and performance, by the internal laws of the State of Maryland without regard to the principles of conflicts of law thereof, except to the extent that Ohio law may apply to SD or the obligations of SD hereunder. 13. Section Headings. The section headings in this Agreement of Merger have been inserted for convenience of reference only and shall not affect the meaning of interpretation of this Agreement. 99 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement of Merger to be executed on its behalf. SPG PROPERTIES, INC. /s/ Randolph L. Foxworthy, By:__________________________________ Randolph L. Foxworthy, Executive Vice President SD PROPERTY GROUP, INC. /s/ Randolph L. Foxworthy, By:__________________________________ Randolph L. Foxworthy, Executive Vice President 100 EX-21.1 3 LIST OF SUBSIDIARIES EXHIBIT 21.1 LIST OF SUBSIDIARIES OF THE REGISTRANT
Subsidiary Jurisdiction ---------- ------------ Simon Property Group, L.P.(1)................................... Delaware
- -------- (1) As of December 31, 1999, the Registrant held a noncontrolling 48.0% ownership interest in Simon Property Group, L.P. 96 EX-23.1 4 CONSENT OF ARTHUR ANDERSEN EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our reports included in this Form 10-K, into SPG Properties, Inc.'s (formerly Simon DeBartolo Group, Inc.) previously filed Registration Statement File No. 333-43681. Arthur Andersen LLP Indianapolis, Indiana, March 27, 2000. 97 EX-27.1 5 FINANCIAL DATA SCHEDULE
5 1,000 12-MOS DEC-31-1999 DEC-31-1999 0 0 0 0 0 0 0 0 2,072,186 0 0 0 339,597 12 1,732,577 2,072,186 0 0 0 0 0 0 0 137,764 0 137,764 0 0 0 137,764 0 0 The Registrant's sole asset is an equity investment in Simon Property Group, L.P Because substantially all of the Registrant's common stock is held by an affiliate, Simon Property Group, Inc., the Registrant does not report earnings per share.
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