SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
the Securities Act of 1934
Date of Report (Date of Earliest Event Reported)
October 14, 2003
General Growth Properties, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-11656 42-1283895
-------- ------- ----------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification
incorporation) Number)
110 N. Wacker Drive, Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
(312) 960-5000
--------------
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
ONLY THOSE ITEMS AMENDED ARE REPORTED HEREIN.
The registrant hereby amends its Current Report on Form 8-K dated November
5, 2003 as follows:
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Listed below are the financial statements, pro forma financial information
and exhibits filed as a part of this report:
(a) Financial Statements of Businesses Acquired.
The statements of certain revenues and certain expenses of Coronado Center,
the statements of certain revenues and certain expenses of Chico Mall and the
statements of certain revenues and certain expenses of Foothills Mall and Shops
as listed in the accompanying Index to Financial Statements are filed as part of
this Current Report on Form 8-K/A.
(b) Pro Forma Financial Information.
The pro forma financial information of General Growth Properties, Inc. (the
"Company") listed in the accompanying Index to Financial Statements and Pro
Forma Financial Information is filed as part of this Current Report on Form
8-K/A.
(c) Exhibits.
See the Exhibit Index attached hereto and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GENERAL GROWTH PROPERTIES, INC.
By: /s/ Bernard Freibaum
---------------------------
Bernard Freibaum
Executive Vice President and
Chief Financial Officer
Date: January 13, 2004
EXHIBIT INDEX
EXHIBIT
NUMBER NAME
23.1 Consent of Deloitte & Touche LLP regarding Coronado Center.
23.2 Consent of Deloitte & Touche LLP regarding Chico Mall.
23.3 Consent of Deloitte & Touche LLP regarding Foothills Mall and Shops.
INDEX TO FINANCIAL STATEMENTS AND
PRO FORMA FINANCIAL INFORMATION
The following historical financial statements and pro forma financial
information is presented in accordance with Rule 3-14 and Article 11,
respectively, of Regulation S-X of the Securities and Exchange Commission. The
historical financial statements have been audited only for certain properties
acquired and only for their respective most recent fiscal year as the
transactions relating to these property acquisitions (as described in the
registrant's Current Report on Form 8-K dated November 5, 2003 and this report
on Form 8-K/A) did not involve a related party and the registrant, after
reasonable inquiry, is not aware of any material factors related to the
properties not otherwise disclosed that would cause the reported financial
information to not be necessarily indicative of future operating results. In
accordance with Rule 3-14 of Regulation S-X of the Securities and Exchange
Commission, certain unaudited financial information for properties acquired
during 2003 that are not individually significant has also been presented. In
addition, as the properties will be directly or indirectly owned by entities
that will elect or have elected to be treated as real estate investment trusts
(as specified under sections 856-860 of the Internal Revenue Code of 1986) for
Federal income tax purposes, a presentation of estimated taxable operating
results is not applicable.
CORONADO CENTER
Independent Auditors' Report ........................................................... F-2
Statements of Certain Revenues and Certain Expenses for the Year Ended December 31, 2002
and for the Period January 1 to June 10, 2003 (unaudited) ............................ F-3
Notes to Statements of Certain Revenues and Certain Expenses ........................... F-4 to F-5
CHICO MALL
Independent Auditors' Report ........................................................... F-6
Statements of Certain Revenues and Certain Expenses for the Year Ended December 31, 2002
and for the Period January 1, 2003 to September 30, 2003 (unaudited) ................. F-7
Notes to Statements of Certain Revenues and Certain Expenses ........................... F-8 to F-9
FOOTHILLS MALL AND SHOPS
Independent Auditors' Report ........................................................... F-10
Statements of Certain Revenues and Certain Expenses for the Year Ended December 31, 2002
and for the Period January 1, 2003 to September 30, 2003 (unaudited) ................. F-11
Notes to Statements of Certain Revenues and Certain Expenses ........................... F-12 to F-13
INDEX TO FINANCIAL STATEMENTS AND
PRO FORMA FINANCIAL INFORMATION
(CONTINUED)
GENERAL GROWTH PROPERTIES, INC.
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year
Ended December 31, 2002 ................................................................ F-14
Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations for the
Year Ended December 31, 2002 ........................................................... F-15 to F-20
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Nine
Months Ended September 30, 2003 ........................................................ F-21
Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations for the
Nine Months Ended September 30, 2003 ................................................... F-22 to F-25
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2003 ........ F-26 to F-27
Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
September 30, 2003 ..................................................................... F-28 to F-29
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
General Growth Properties, Inc.:
We have audited the accompanying statement of certain revenues and certain
expenses of Coronado Center (the "Property") for the year ended December 31,
2002. This financial statement is the responsibility of General Growth
Properties, Inc.'s management. Our responsibility is to express an opinion on
this financial statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statement. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the financial statement. We believe that our audit provides a
reasonable basis for our opinion.
The accompanying statement of certain revenues and certain expenses was prepared
for the purpose of complying with the rules and regulations of the Securities
and Exchange Commission (for inclusion in the filing of Form 8-K/A of General
Growth Properties, Inc. as a result of the acquisition of the Property).
Material amounts, described in Note 1 to the statement of certain revenues and
certain expenses that would not be directly attributable to those resulting from
future operations of the Property are excluded, and the financial statement is
not intended to be a complete presentation of the Property's revenues and
expenses.
In our opinion, such financial statement presents fairly, in all material
respects, certain revenues and certain expenses of the Property for the year
ended December 31, 2002 in conformity with accounting principles generally
accepted in the United States of America.
/s/ Deloitte & Touche LLP
Chicago, Illinois
January 5, 2004
F-2
CORONADO CENTER
STATEMENTS OF CERTAIN REVENUES AND CERTAIN EXPENSES
YEAR ENDED DECEMBER 31, 2002
AND PERIOD JANUARY 1, 2003 TO JUNE 10, 2003 (UNAUDITED)
(DOLLARS IN THOUSANDS)
Period January 1 to June 10, 2003
Year Ended (immediately prior to acquisition)
December 31, 2002 (unaudited)
----------------- ----------------------------------
Certain revenues:
Minimum rents $ 11,855 $ 5,465
Tenant charges 6,872 3,187
Other 1,784 601
-------- --------
Total certain revenues 20,511 9,253
Certain expenses:
Real estate taxes 818 366
Other property operating 6,335 3,169
Provision for doubtful accounts 176 177
-------- --------
Total certain expenses 7,329 3,712
-------- --------
Certain revenues in excess of certain expenses $ 13,182 $ 5,541
======== ========
The accompanying notes are an integral part of these statements.
F-3
CORONADO CENTER
STATEMENTS OF CERTAIN REVENUES AND CERTAIN EXPENSES
YEAR ENDED DECEMBER 31, 2002
AND PERIOD JANUARY 1, 2003 TO JUNE 10, 2003 (UNAUDITED)
(DOLLARS IN THOUSANDS)
1. ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
(a) ORGANIZATION AND PROPERTY ACQUIRED
On June 11, 2003, an indirect subsidiary of GGP Limited Partnership, a
Delaware limited partnership for which General Growth Properties, Inc. (the
"Company") serves as general partner, acquired the Coronado Center (the
"Property"), located in Albuquerque, New Mexico from Coronado Center Trust for a
purchase price of approximately $175,000. The purchase price (after certain
prorations and adjustments) was paid in the form of cash borrowed under the
Company's existing unsecured credit facility and a $131,250 acquisition loan (of
which $30,000 was subsequently repaid in September 2003). The acquisition loan
currently bears interest at a rate per annum of LIBOR (1.12% at September 30,
2003) plus 85 basis points and matures in five years (assuming the exercise by
the Company of all no-cost extension options). The Property, which opened in
1964 and was most recently renovated in 1995, is an enclosed mall containing
approximately 1.1 million square feet of leaseable area and is anchored by
Foley's, JC Penney, Macy's, Mervyn's and Sears. The occupancy of the Property as
of September 30, 2003 is approximately 94%.
(b) BASIS OF PRESENTATION
The accompanying statements of certain revenues and certain expenses have
been prepared for the purpose of complying with the rules and regulations of the
Securities and Exchange Commission and are not intended to be a complete
presentation of the actual operations of the Property for the periods presented.
In addition, certain items that may not be comparable to the future operations
of the Property have been excluded. Excluded items consist of certain revenues,
primarily interest income, and certain expenses, primarily depreciation and
amortization expense, interest expense, management fees and advisory and other
costs not directly related to the future operations of the Property.
(c) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
REVENUE RECOGNITION - All leases are classified as operating leases. Rental
revenue is recognized on a straight-line basis over the term of the individual
leases. Percentage rents, which are based upon the level of sales achieved by
the lessee, are recognized when the contractual sales levels are achieved.
Recoveries from tenants for common area maintenance, real estate taxes,
insurance and other shopping center operating expenses are recognized as
revenues in the period the applicable costs are incurred.
OTHER PROPERTY OPERATING EXPENSES - Other property operating expenses represent
the direct expenses of operating the Property and consist primarily of common
area maintenance, security, utilities, insurance, advertising and promotion,
general and administrative, and other operating expenses that are expected to
continue in the ongoing operation of the Property.
USE OF ESTIMATES - The preparation of the statements of certain revenues and
certain expenses in conformity with accounting principles generally accepted in
the United States of America requires management to make estimates and
assumptions that affect the reported amounts of revenues and expenses during the
periods presented. Actual results could differ from these estimates.
F-4
CORONADO CENTER
STATEMENTS OF CERTAIN REVENUES AND CERTAIN EXPENSES
YEAR ENDED DECEMBER 31, 2002
AND PERIOD JANUARY 1, 2003 TO JUNE 10, 2003 (UNAUDITED)
(DOLLARS IN THOUSANDS)
2. RENTALS UNDER OPERATING LEASES
Principal operations consist of leasing building space and land to
commercial tenants under operating leases.
Percentage rentals (included in other revenues) are based upon a percentage of
the tenant's gross sales and amounted to approximately $446 for the year ended
December 31, 2002, and $72 (unaudited) for the period January 1, 2003 to June
10, 2003.
At December 31, 2002, minimum future rental income on noncancelable operating
leases is as follows:
Year ending December 31:
2003......................................... $ 10,921
2004......................................... 9,926
2005......................................... 8,209
2006......................................... 6,834
2007......................................... 6,097
Thereafter................................... 14,616
Minimum future rental income does not include amounts which are payable by
certain tenants based upon a percentage of their gross sales or as reimbursement
of operating expenses.
3. UNAUDITED INTERIM STATEMENT
The statement of certain revenues and certain expenses for the period
January 1, 2003 to June 10, 2003 is unaudited. In the opinion of management, all
significant adjustments necessary for a fair presentation of the statement for
the interim period have been included. The results of operations for the interim
period are not necessarily indicative of the results to be expected for a full
year of operations of the Property.
F-5
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
General Growth Properties, Inc.:
We have audited the accompanying statement of certain revenues and certain
expenses of Chico Mall Partners, L.P. (the "Property") for the year ended
December 31, 2002. This financial statement is the responsibility of General
Growth Properties, Inc.'s management. Our responsibility is to express an
opinion on this financial statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statement. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the financial statement. We believe that our audit provides a
reasonable basis for our opinion.
The accompanying statement of certain revenues and certain expenses was prepared
for the purpose of complying with the rules and regulations of the Securities
and Exchange Commission (for inclusion in the filing of Form 8-K/A of General
Growth Properties, Inc. as a result of the acquisition of the Property).
Material amounts, described in Note 1 to the statement of certain revenues and
certain expenses that would not be directly attributable to those resulting from
future operations of the Property are excluded, and the financial statement is
not intended to be a complete presentation of the Property's revenues and
expenses.
In our opinion, such financial statement presents fairly, in all material
respects, certain revenues and certain expenses of the Property for the year
ended December 31, 2002 in conformity with accounting principles generally
accepted in the United States of America.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
January 5, 2004
F-6
CHICO MALL PARTNERS, L.P.
STATEMENTS OF CERTAIN REVENUES AND CERTAIN EXPENSES
YEAR ENDED DECEMBER 31, 2002
AND PERIOD JANUARY 1, 2003 TO SEPTEMBER 30, 2003 (UNAUDITED)
(DOLLARS IN THOUSANDS)
Period January 1 to
Year Ended September 30, 2003
December 31, 2002 (unaudited)
----------------- -------------------
Certain revenues:
Minimum rents $ 4,683 $ 3,633
Tenant charges 1,754 1,311
----------------- -------------------
Total certain revenues 6,437 4,944
Certain expenses:
Real estate taxes 272 219
Other property operating 2,375 1,729
Provision for doubtful accounts 48 (3)
----------------- -------------------
Total certain expenses 2,695 1,945
----------------- -------------------
Certain revenues in excess of certain expenses $ 3,742 $ 2,999
================= ===================
The accompanying notes are an integral part of these statements.
F-7
CHICO MALL PARTNERS, L.P.
STATEMENTS OF CERTAIN REVENUES AND CERTAIN EXPENSES
YEAR ENDED DECEMBER 31, 2002
AND PERIOD JANUARY 1, 2003 TO SEPTEMBER 30, 2003 (UNAUDITED)
(DOLLARS IN THOUSANDS)
1. ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
(a) ORGANIZATION AND PROPERTY ACQUIRED
On December 23, 2003, an indirect subsidiary of GGP Limited Partnership, a
Delaware limited partnership for which General Growth Properties, Inc. (the
"Company") serves as general partner, acquired the Chico Mall (the "Property"),
located in Chico, California from Chico Mall Partners, L.P. for a purchase price
of approximately $62,390 (subject to certain prorations and adjustments). The
purchase price was paid in the form of cash borrowed under the Company's
existing unsecured credit facility and the assumption of approximately $30,600
in existing long-term mortgage indebtedness that currently bears interest at a
rate per annum of 7.0%. The loan requires monthly payments of principal and
interest and is scheduled to mature in 2010. The Property, constructed in 1988,
is an enclosed mall containing approximately 530,000 square feet of leaseable
area and is anchored by Copeland Sports, Gottschalks, JC Penney and Sears. The
occupancy of the Property as of September 30, 2003 is approximately 97%.
(b) BASIS OF PRESENTATION
The accompanying statements of certain revenues and certain expenses have
been prepared for the purpose of complying with the rules and regulations of the
Securities and Exchange Commission and are not intended to be a complete
presentation of the actual operations of the Property for the periods presented.
In addition, certain items that may not be comparable to the future operations
of the Property have been excluded. Excluded items consist of certain revenues
recognized due to the amortization by the previous owner of amounts recorded for
acquired below-market leases and interest income and certain expenses, primarily
depreciation and amortization expense, interest expense, management fees and
other costs not directly related to the future operations of the Property.
(c) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
REVENUE RECOGNITION - All leases are classified as operating leases. Rental
revenue is recognized on a straight-line basis over the term of the individual
leases. Percentage rents, which are based upon the level of sales achieved by
the lessee, are recognized when the contractual sales levels are achieved.
Recoveries from tenants for common area maintenance, real estate taxes,
insurance and other shopping center operating expenses are recognized as
revenues in the period the applicable costs are incurred.
OTHER PROPERTY OPERATING EXPENSES - Other property operating expenses represent
the direct expenses of operating the Property and consist primarily of common
area maintenance, security, utilities, insurance, advertising and promotion,
general and administrative, and other operating expenses that are expected to
continue in the ongoing operation of the Property.
USE OF ESTIMATES - The preparation of the statements of certain revenues and
certain expenses in conformity with accounting principles generally accepted in
the United States of America requires management to make estimates and
assumptions that affect the reported amounts of revenues and expenses during the
periods presented. Actual results could differ from these estimates.
F-8
CHICO MALL PARTNERS L.P.
STATEMENTS OF CERTAIN REVENUES AND CERTAIN EXPENSES
YEAR ENDED DECEMBER 31, 2002
AND PERIOD JANUARY 1, 2003 TO SEPTEMBER 30, 2003 (UNAUDITED)
(DOLLARS IN THOUSANDS)
2. RENTALS UNDER OPERATING LEASES
Principal operations consist of leasing building space and land to commercial
tenants under operating leases.
Percentage rentals (included in minimum rents) are based upon a percentage of
the tenant's gross sales and amounted to approximately $343 for the year ended
December 31, 2002, and $242 (unaudited) for the period January 1, 2003 to
September 30, 2003.
At December 31, 2002, minimum future rental income on noncancelable operating
leases is as follows:
Year ending December 31:
2003........................................ $ 3,814
2004........................................ 2,988
2005........................................ 2,705
2006........................................ 2,478
2007........................................ 2,282
Thereafter.................................. 10,109
Minimum future rental income does not include amounts which are payable by
certain tenants based upon a percentage of their gross sales or as reimbursement
of operating expenses.
3. UNAUDITED INTERIM STATEMENT
The statement of certain revenues and certain expenses for the period January
1, 2003 to September 30, 2003 is unaudited. In the opinion of management, all
significant adjustments necessary for a fair presentation of the statement for
the interim period have been included. The results of operations for the interim
period is not necessarily indicative of the results to be expected for a full
year of operations of the Property.
F-9
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
General Growth Properties, Inc.:
We have audited the accompanying statement of certain revenues and certain
expenses of Foothills Mall and Shops (the "Property") for the year ended
December 31, 2002. This financial statement is the responsibility of General
Growth Properties, Inc.'s management. Our responsibility is to express an
opinion on this financial statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statement. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the financial statement. We believe that our audit provides a
reasonable basis for our opinion.
The accompanying statement of certain revenues and certain expenses was prepared
for the purpose of complying with the rules and regulations of the Securities
and Exchange Commission (for inclusion in the filing of Form 8-K/A of General
Growth Properties, Inc. as a result of the acquisition of the Property).
Material amounts, described in Note 1 to the statement of certain revenues and
certain expenses that would not be directly attributable to those resulting from
future operations of the Property are excluded, and the financial statement is
not intended to be a complete presentation of the Property's revenues and
expenses.
In our opinion, such financial statement presents fairly, in all material
respects, certain revenues and certain expenses of the Property for the year
ended December 31, 2002 in conformity with accounting principles generally
accepted in the United States of America.
/s/ Deloitte & Touche LLP
Chicago, Illinois
January 5, 2004
F-10
FOOTHILLS MALL AND SHOPS
STATEMENTS OF CERTAIN REVENUES AND CERTAIN EXPENSES
YEARS ENDED DECEMBER 31, 2002 AND THE PERIOD JANUARY 1, 2003
TO SEPTEMBER 30, 2003
(UNAUDITED)
(DOLLARS IN THOUSANDS)
Period January 1 to
Year Ended September 30, 2003
December 31, 2002 (unaudited)
----------------- -------------------
Certain revenues:
Minimum rents $ 8,306 $ 5,859
Tenant charges 4,204 3,005
----------------- -------------------
Total certain revenues 12,510 8,864
Certain expenses:
Real estate taxes 618 463
Other property operating 4,005 3,026
Provision for doubtful accounts 155 148
----------------- -------------------
Total certain expenses 4,778 3,637
----------------- -------------------
Certain revenues in excess of certain expenses $ 7,732 $ 5,227
================= ===================
The accompanying notes are an integral part of these statements.
F-11
FOOTHILLS MALL AND SHOPS
STATEMENTS OF CERTAIN REVENUES AND CERTAIN EXPENSES
YEAR ENDED DECEMBER 31, 2002 AND THE PERIOD JANUARY 1, 2003 TO
SEPTEMBER 30, 2003
(UNAUDITED)
(DOLLARS IN THOUSANDS)
1. ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
(a) ORGANIZATION AND PROPERTY ACQUIRED
On December 5, 2003, an indirect subsidiary of GGP Limited Partnership (the
"Operating Partnership"), a Delaware limited partnership for which General
Growth Properties, Inc. (the "Company") serves as general partner, acquired the
properties owned by Foothills Mall, LLP as described below, from Everitt
Enterprises, Inc. and Westcor Limited Partnership, the partners in Foothills
Mall, LLP, for a purchase price of approximately $100,500. The purchase price
was paid by the assumption of existing mortgage loans with an aggregate
outstanding balance of approximately $45,750, approximately $26,637 in new 6.5%
preferred units of Operating Partnership interests and the balance in cash
(borrowed under the Company's existing credit facility). The existing mortgage
loans assumed require monthly payments of principal and interest, bear interest
at a weighted average rate per annum of approximately 6.6% and are scheduled to
mature in September 2008.
The properties owned by Foothills Mall, LLP consisted of four adjacent retail
properties (the "Foothills Mall and Shops" or the "Property") located in Fort
Collins, Colorado commonly known as Foothills Mall, the Shops at Foothills Mall,
the Commons at Foothills Mall, and the Plaza at Foothills Mall. The Property
opened in 1973, comprises approximately 802,240 square feet of gross leaseable
area and is anchored by Foley's, JC Penney, Mervyn's and Sears. The occupancy of
the Property is approximately 95%, as of December 5, 2003.
(b) BASIS OF PRESENTATION
The accompanying statements of certain revenues and certain expenses have
been prepared for the purpose of complying with the rules and regulations of the
Securities and Exchange Commission and are not intended to be a complete
presentation of the actual operations of the Property for the periods presented.
In addition, certain items that may not be comparable to the future operations
of the Property have been excluded. Excluded items consist of certain revenues,
primarily interest and certain expenses, primarily depreciation and amortization
expense, interest expense, management fees and other costs not directly related
to the future operations of the Property.
(c) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
REVENUE RECOGNITION - Minimum rents are recognized on a straight-line basis over
the terms of the related leases. Percentage rents, which are based upon the
level of sales achieved by the lessee, are recognized when the contractual sales
levels are achieved. Recoveries from tenants for common area maintenance, real
estate taxes, insurance and other shopping center operating expenses are
recognized as revenues in the period the applicable costs are incurred.
OTHER PROPERTY OPERATING EXPENSES - Other property operating expenses represent
the direct expenses of operating the Property and consist primarily of common
area maintenance, security, utilities, insurance, advertising and promotion,
general and administrative, and other operating expenses that are expected to
continue in the ongoing operation of the Property.
F-12
FOOTHILLS MALL AND SHOPS
STATEMENTS OF CERTAIN REVENUES AND CERTAIN EXPENSES
YEAR ENDED DECEMBER 31, 2002 AND THE PERIOD JANUARY 1, 2003 TO
SEPTEMBER 30, 2003
(UNAUDITED)
(DOLLARS IN THOUSANDS)
USE OF ESTIMATES - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions of the reported amounts of
revenues and certain expenses during the reporting period. Actual results could
differ from those estimates.
2. RENTALS UNDER OPERATING LEASES
Minimum future rentals based on noncancelable operating leases held as of
December 31, 2002 are as follows:
YEARS ENDING
2003........................................................... $ 7,072
2004........................................................... 6,109
2005........................................................... 5,133
2006........................................................... 4,495
2007........................................................... 3,669
Thereafter..................................................... 9,304
Minimum future rentals do not include amounts which are payable by certain
tenants based upon a percentage of their gross sales or as reimbursement of
operating expenses. For the year ended December 31, 2002, such percentage
rentals were $423 and $109 for the period January 1, 2003 to September 30, 2003.
3. UNAUDITED INTERIM STATEMENT
The statement of certain revenues and certain expenses for the period from
January 1, 2003 to September 30, 2003 is unaudited. In the opinion of
management, all significant adjustments necessary for a fair presentation of the
statement for the interim period have been included. The results of operations
for the interim period are not necessarily indicative of the results to be
expected for the full year for the operation of the Property.
F-13
GENERAL GROWTH PROPERTIES, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2002
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AND PER UNIT AMOUNTS)
(UNAUDITED)
GENERAL
HISTORICAL GROWTH
GENERAL 2002 2002 PROPERTIES, INC. HISTORICAL
GROWTH HISTORICAL PRO FORMA PRO FORMA CORONADO
PROPERTIES, INC. ACQUISITIONS ADJUSTMENTS 2002* CENTER
---------------- ------------ ----------- ---------------- ----------
Minimum rent $ 587,245 $ 82,899 $ 670,144 $ 11,855
Tenant charges 256,252 26,595 282,847 6,872
Other 136,969 4,564 141,533 1,784
----------- ------------ ---------- ----------- ----------
Total revenues 980,466 114,058 - 1,094,524 20,511
Expenses:
Real estate taxes 62,179 9,903 - 72,082 818
Other property operating 294,938 32,843 - 327,781 6,335
Provision for doubtful accounts 3,894 - - 3,894 176
General and administrative 8,720 - - 8,720 -
Depreciation and amortization 180,028 - 18,862 198,890 -
----------- ------------ ---------- ----------- ----------
Total expenses 549,759 42,746 18,862 611,367 7,329
----------- ------------ ---------- ----------- ----------
Operating income 430,707 71,312 (18,862) 483,157 13,182
Interest expense, net (215,246) - (33,571) (248,817) -
Equity in income of unconsolidated affiliates:
GGP Ivanhoe III 19,243 - - 19,243 -
GGP Ivanhoe IV - - - - -
Other joint ventures 62,875 37,379 (23,925) 76,329 -
----------- ------------ ---------- ----------- ----------
Income before minority interest 297,579 108,691 (76,358) 329,912 13,182
Allocations to minority interests (87,003) - (15,750) (102,753) -
----------- ------------ ---------- ----------- ----------
Income from continuing operations 210,576 108,691 (92,108) 227,159 13,182
Convertible preferred stock dividends (24,467) - - (24,467) -
----------- ------------ ---------- ----------- ----------
Income from continuing operations
available to common stockholders $ 186,109 $ 108,691 $ (92,108) $ 202,692 $ 13,182
=========== ============ ========== =========== ==========
Weighted average shares outstanding-basic 62,181
Weighted average shares outstanding-diluted 70,851
Earnings from continuing operations per share-basic $ 2.99
Earnings from continuing operations per share-diluted $ 2.97
COMBINED
HISTORICAL 2002
HISTORICAL FOOTHILLS HISTORICAL PRO FORMA
CHICO MALL 2003 OTHER AND 2003 PRO FORMA
MALL AND SHOPS ACQUISITIONS HISTORICAL ADJUSTMENTS
---------- ---------- ------------ ------------ -----------
Minimum rent $ 4,683 $ 8,306 $ 152,242 $ 847,230 $ 13,609 (a)
Tenant charges 1,754 4,204 83,601 379,278 -
Other - - 12,778 156,095 (6,919) (a)
---------- ---------- ------------ ----------- ----------
Total revenues 6,437 12,510 248,621 1,382,603 6,690
Expenses:
Real estate taxes 272 618 24,774 98,564 -
Other property operating 2,375 4,005 63,179 403,675 -
Provision for doubtful accounts 48 155 - 4,273 -
General and administrative - - - 8,720 -
Depreciation and amortization - - - 198,890 46,638 (b)
---------- ---------- ------------ ----------- ----------
Total expenses 2,695 4,778 87,953 714,122 46,638
---------- ---------- ------------ ----------- ----------
Operating income 3,742 7,732 160,668 668,481 (39,948)
Interest expense, net - - - (248,817) (69,857) (c)
Equity in income of unconsolidated affiliates:
GGP Ivanhoe III - - - 19,243 (19,243) (a)(d)
GGP Ivanhoe IV - - - - 2,651 (e)
Other joint ventures - - - 76,329 -
---------- ---------- ------------ ----------- ----------
Income before minority interest 3,742 7,732 160,668 515,236 (126,397)
Allocations to minority interests - - - (102,753) (12,663) (f)
---------- ---------- ------------ ----------- ----------
Income from continuing operations 3,742 7,732 160,668 412,483 (139,060)
Convertible preferred stock dividends - - - (24,467) -
---------- ---------- ------------ ----------- ----------
Income from continuing operations
available to common stockholders $ 3,742 $ 7,732 $ 160,668 $ 388,016 $ (139,060)
========== ========== ============ =========== ==========
Weighted average shares outstanding-basic
Weighted average shares outstanding-diluted
Earnings from continuing operations per share-basic
Earnings from continuing operations per share-diluted
GENERAL
GROWTH
PROPERTIES, INC.
PRO FORMA
----------------
Minimum rent $ 860,839
Tenant charges 379,278
Other 149,176
-----------
Total revenues 1,389,293
Expenses:
Real estate taxes 98,564
Other property operating 403,675
Provision for doubtful accounts 4,273
General and administrative 8,720
Depreciation and amortization 245,528
-----------
Total expenses 760,760
-----------
Operating income 628,533
Interest expense, net (318,674)
Equity in income of unconsolidated affiliates:
GGP Ivanhoe III -
GGP Ivanhoe IV 2,651
Other joint ventures 76,329
-----------
Income before minority interest 388,839
Allocations to minority interests (115,416)
-----------
Income from continuing operations 273,423
Convertible preferred stock dividends (24,467)
-----------
Income from continuing operations
available to common stockholders $ 248,956
===========
Weighted average shares outstanding-basic 62,181
Weighted average shares outstanding-diluted 70,851
Earnings from continuing operations per share-basic $ 4.00
Earnings from continuing operations per share-diluted $ 3.86
* Pro Forma amounts per the Company's Form 10-K as filed March 13, 2003.
The accompanying notes are an integral part of these statements.
For alphabetical references, please refer to Note 3-Pro Forma Adjustments.
F-14
GENERAL GROWTH PROPERTIES, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT
OF OPERATIONS
YEAR ENDED DECEMBER 31, 2002
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AND PER UNIT AMOUNTS)
(UNAUDITED)
NOTE 1 PRO FORMA BASIS OF PRESENTATION
This unaudited pro forma condensed consolidated statement of operations of
General Growth Properties, Inc. (the "Company") is presented as if (i) the
acquisitions made in 2002 (Victoria Ward, Limited, JP Realty, Inc., the
properties comprising the GGP-TRS L.L.C. joint venture (Clackamas Town Center,
Galleria at Tyler, Kenwood Towne Center, Silver City Galleria and Florence Mall)
(collectively, the "GGP/Teachers' Properties"), the properties acquired through
the GGP/Homart, Inc. and GGP/Homart II L.L.C. joint ventures (Glendale Galleria
and First Colony Mall by GGP/Homart II L.L.C. and a 50% interest in Woodlands
Mall by GGP/Homart, Inc.) (collectively, the "GGP/Homart Properties"), Prince
Kuhio Plaza (acquired from GGP/Homart, Inc. as described below), Pecanland Mall
and Southland Mall) and (ii) the acquisitions made in 2003 (Peachtree Mall,
Saint Louis Galleria, Coronado Center, the remaining 49% interest in GGP Ivanhoe
III, Lynnhaven Mall, Sikes Senter, the Maine Mall, Glenbrook Square, Foothills
Mall and Shops, Chico Mall and Rogue Valley Mall) had all occurred on January 1,
2002. The total pro forma condensed consolidated statement of operations
reflects these transactions plus the effect of the respective joint venture
partnership agreements with respect to the GGP/Teachers' Properties and the
GGP/Homart Properties (as described below). In management's opinion, all
adjustments necessary to reflect these transactions have been included. The pro
forma condensed consolidated statement of operations is based upon the
historical information of the Company, excluding gain on sale and extraordinary
items, and the historical information of each of the above-mentioned entities
for the year ended December 31, 2002. This unaudited pro forma condensed
consolidated statement of operations should be read in conjunction with the
Statements of Certain Revenues and Certain Expenses included elsewhere in this
report and is not necessarily indicative of what actual results of the Company
would have been if such transactions had been completed as of January 1, 2002,
nor does it purport to represent the results of operations for future periods.
NOTE 2 ACQUISITIONS
2002 ACQUISITIONS
On May 28, 2002, the Company acquired the stock of Victoria Ward, Limited, a
privately held real estate corporation ("Victoria Ward"). The total acquisition
price was approximately $250,000, including the assumption of approximately
$50,000 of existing debt, substantially all of which was repaid immediately
following the closing. The $250,000 total cash requirement was funded from the
proceeds of the sale of the Company's investment in marketable securities and
from available cash and cash equivalents. The principal Victoria Ward assets
include 65 fee simple acres in Kakaako, central Honolulu, Hawaii, improved with,
among other uses, an entertainment, shopping and dining district which includes
Ward Entertainment Center, Ward Warehouse, Ward Village and Village Shops. In
total, Victoria Ward had 17 land parcels owned by Victoria Ward each of which
were individually ground leased to tenants and 29 owned buildings containing in
the aggregate approximately 878,000 square feet of retail space, as well as
approximately 441,000 square feet of office, commercial and industrial leaseable
area.
F-15
GENERAL GROWTH PROPERTIES, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT
OF OPERATIONS
YEAR ENDED DECEMBER 31, 2002
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AND PER UNIT AMOUNTS)
(UNAUDITED)
On July 10, 2002, the Company acquired JP Realty, Inc. ("JP Realty"), a
publicly held real estate investment trust, and its operating partnership
subsidiary, Price Development Company, Limited Partnership ("PDC"). The total
acquisition price was approximately $1,100,000 which included the assumption of
approximately $460,000 in existing debt and approximately $116,000 of existing
preferred operating units in PDC. Pursuant to the terms of the agreement, the
outstanding shares of JP Realty common stock were converted into $26.10 per
share of cash (approximately $431,470).
Holders of common units of limited partnership interest in PDC were entitled
to receive $26.10 per unit in cash or, at the election of the holder, .522 8.5%
Series B Cumulative Preferred Units of limited partnership interest of GGP
Limited Partnership (the "Series B Units") (convertible into that number of
common units of limited partnership interest of GGP Limited Partnership
determined by dividing the $50 base liquidation preference per Series B Unit by
the conversion price of $50 per common unit). Based upon the elections of such
holders, 1,426,393 Series B Units were issued and the holders of the remaining
common units of limited partnership interest of PDC received approximately
$23,600 in cash. JP Realty owned or had an interest in 51 properties, including
18 enclosed regional mall centers, 26 anchored community centers, one
free-standing retail property and 6 mixed-use commercial/business properties,
containing an aggregate of over 15.2 million square feet of gross leaseable area
in 10 western states. The cash portion of the acquisition price was funded from
the net proceeds of certain new mortgage loans, a new $350,000 acquisition loan,
and available cash and cash equivalents. The new acquisition loan bore interest
at a rate of per annum of LIBOR (1.38% at December 31, 2002) plus 150 basis
points, provided for periodic principal payments (including from certain
refinancing proceeds) and was initially scheduled to mature in July 2003. This
loan was refinanced in April 2003 with proceeds from borrowings under the
Company's new revolving credit facility which bears interest at LIBOR plus 150
basis points.
On August 5, 2002 the Company acquired from GGP/Homart, Inc., a joint
venture in which the Company has a 50% common stock interest, the Prince Kuhio
Plaza in Hilo, Hawaii for approximately $39,000. Prince Kuhio Plaza, which
contains approximately 504,000 square feet of gross leaseable area, was acquired
by the assumption by the Company of approximately $24,000 of financing and the
payment to GGP/Homart, Inc. of $7,500 in cash and $7,500 in the form of a
promissory note. Immediately following the acquisition, GGP/Homart, Inc. paid a
dividend of $15,000 to its two co-investors, paid in the form of $7,500 in cash
to its independent institutional joint venture partner and the $7,500 promissory
note to the Company. Upon receipt of the promissory note as a dividend, the
Company caused the promissory note to GGP/Homart, Inc. to be cancelled.
On August 26, 2002, the Company formed a new joint venture, owned 50% by the
Company and 50% by Teachers' Retirement System of the State of Illinois
("Illinois Teachers"). Upon formation of the new joint venture, GGP-TRS L.L.C.
("GGP/Teachers"), Clackamas Town Center in Portland, Oregon, which was 100%
owned by Illinois Teachers, was contributed to the new joint venture. In
addition, concurrent with its formation, GGP/Teachers acquired Galleria at Tyler
in Riverside, California, Kenwood Towne Centre in Cincinnati, Ohio, and Silver
City Galleria in Taunton, Massachusetts, from an institutional investor for an
aggregate purchase price of approximately $475,000. An existing $75,000 fixed
rate nonrecourse loan on Silver City Galleria, bearing interest at a rate per
annum of 7.41%, was assumed and three new nonrecourse acquisition loans totaling
approximately $337,000 were obtained. The new loans bear interest at a weighted
average rate per annum of LIBOR plus 76 basis points. The Company's share
(approximately $112,000) of the equity of GGP/Teachers was funded by a portion
of new unsecured loans that total $150,000 and bear interest at LIBOR plus 100
basis points.
F-16
GENERAL GROWTH PROPERTIES, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT
OF OPERATIONS
YEAR ENDED DECEMBER 31, 2002
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AND PER UNIT AMOUNTS)
(UNAUDITED)
On September 13, 2002, the Company acquired a 100% ownership interest in
Pecanland Mall, in Monroe, Louisiana. The aggregate purchase price was
approximately $72,000, which was funded by approximately $22,000 of cash on hand
and the assumption of an existing $50,000 mortgage loan bearing interest at
6.5%.
On November 27, 2002, Glendale Galleria in Glendale, California was acquired
by the Company through GGP/Homart II L.L.C. for approximately $415,000. A
portion of the purchase price was paid by the issuance of 822,626 convertible
preferred operating partnership units of the Company having a liquidation
preference of approximately $41,100.
On December 4, 2002, the Company acquired Southland Mall, an enclosed
regional mall in Hayward, California. The aggregate consideration paid was
approximately $89,000. The purchase was financed with approximately $24,000 of
cash on hand and a new 5-year (assuming all no-cost options to extend are
exercised) $65,000 mortgage loan that bears interest at LIBOR plus 75 basis
points.
On December 19, 2002, the Company, through GGP/Teachers, acquired Florence
Mall in Florence, Kentucky for a purchase price of approximately $97,000
including a new, two-year $60,000 mortgage loan that bears interest at a rate
per annum of LIBOR plus 89 basis points and matures in January 2008 (assuming an
exercise of both no-cost extension options).
On December 19, 2002, the Company, through GGP/Homart, Inc., acquired for a
purchase price of approximately $50,000, the remaining 50% interest that
GGP/Homart did not own in The Woodlands Mall in Houston, Texas from The
Woodlands Commercial Property Company, LP. An additional $50,000 mortgage loan
bearing interest at a rate per annum of LIBOR plus 250 basis points was placed
at the property on December 31, 2002 which is scheduled to mature in December
2006.
On December 30, 2002, the Company, through GGP/Homart II L.L.C., acquired
First Colony Mall, an enclosed regional mall in Sugar Land, Texas for
approximately $105,000. The acquisition was funded by cash on hand and a new
$67,000 mortgage loan bearing interest at a rate per annum of LIBOR plus 80
basis points with a scheduled maturity of January 2006.
2003 ACQUISITIONS
On April 30, 2003, the Company acquired Peachtree Mall, an enclosed regional
mall located in Columbus, Georgia. The purchase price was approximately $87,600,
which was paid at closing with an acquisition loan of approximately $53,000
(bearing interest at a rate per annum of LIBOR plus 85 basis points and maturing
in April 2008, assuming all no-cost extension options are exercised) and the
balance from cash on hand and amounts borrowed under the Company's credit
facilities.
On June 11, 2003, the Company acquired Saint Louis Galleria, an enclosed
mall in St. Louis, Missouri. The aggregate consideration paid for Saint Louis
Galleria was approximately $235,000 (subject to certain prorations and
adjustments). The consideration was paid from cash on hand, including proceeds
from refinancings of existing long-term debt and an approximately $176,000
acquisition loan which initially bore interest at LIBOR plus 105 basis points.
After October 2003, depending upon certain factors, the interest rate spread on
the loan could vary from 85 basis points to 165 basis points. The loan requires
monthly payments of interest only, is scheduled to mature in October 2005, and
is subject to three one-year, no-cost extension options.
F-17
GENERAL GROWTH PROPERTIES, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT
OF OPERATIONS
YEAR ENDED DECEMBER 31, 2002
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AND PER UNIT AMOUNTS)
(UNAUDITED)
On June 11, 2003, the Company acquired Coronado Center, an enclosed mall in
Albuquerque, New Mexico. The aggregate consideration paid for Coronado Center
was approximately $175,000 (subject to certain prorations and adjustments). The
consideration was paid in the form of cash borrowed under an existing unsecured
revolving credit facility and an approximately $131,250 acquisition loan which
bears interest at LIBOR plus 85 basis points. The loan requires monthly payments
of interest only, is scheduled to mature in October 2005, and is subject to
three one-year, no-cost extension options.
On July 1, 2003, the Company acquired the 49% ownership interest in GGP
Ivanhoe III, Inc. ("GGP Ivanhoe III") which was held by the Company's joint
venture partner (an affiliate of Ivanhoe Cambridge, Inc. of Montreal, Canada
("Ivanhoe")), thereby increasing the Company's ownership interest to a full
100%. The aggregate consideration for the 49% ownership interest in Ivanhoe III
was approximately $191,000 (subject to certain prorations and adjustments).
Concurrently with this transaction, a new joint venture, GGP Ivanhoe IV, Inc.,
("GGP Ivanhoe IV") was created between the Company and Ivanhoe to own Eastridge
Mall, which previously had been owned by GGP Ivanhoe III. The Company's
ownership interest in GGP Ivanhoe IV is 51% and Ivanhoe's ownership interest is
49%.
On August 27, 2003, the Company acquired Lynnhaven Mall, an enclosed mall in
Virginia Beach, Virginia for approximately $256,500. The consideration (after
certain prorations and adjustments) was paid in the form of cash borrowed under
an existing unsecured credit facility and a $180,000 acquisition loan. The
acquisition loan currently bears interest at a rate per annum of LIBOR plus 125
basis points and is scheduled to mature in August 2005, and is subject to three
one-year, no-cost extension options.
On October 14, 2003, the Company acquired Sikes Senter, an enclosed mall
located in Wichita Falls, Texas. The purchase price was approximately $61,000,
which was paid at closing with an acquisition loan of approximately $41,500
(bearing interest at a rate per annum of LIBOR plus 70 basis points and
scheduled to mature in November 2008, assuming all no-cost extension options are
exercised) and the balance from cash on hand and amounts borrowed under the
Company's credit facilities.
On October 29, 2003, the Company acquired The Maine Mall, an enclosed mall
in Portland, Maine. The purchase price paid for The Maine Mall was approximately
$270,000 (subject to certain prorations and adjustments). The consideration was
paid in the form of cash borrowed under an existing unsecured revolving credit
facility and an approximately $202,500 acquisition loan which initially bears
interest at LIBOR plus 92 basis points. The loan requires monthly payments of
interest only and is scheduled to mature in November 2008 (assuming the exercise
by the Company of all no-cost extension options).
On October 31, 2003, the Company acquired Glenbrook Square, an enclosed
mall in Fort Wayne, Indiana. The purchase price paid for Glenbrook Square was
approximately $219,000 (subject to certain prorations and adjustments). The
consideration was paid from cash on hand, including proceeds from refinancings
of existing long-term debt and by an approximately $164,250 acquisition loan
which initially bears interest at LIBOR plus 80 basis points. After March 2004,
depending upon certain factors, the interest rate spread per annum could vary
from 85 basis points to 185 basis points. The loan requires monthly payments of
interest only and is scheduled to mature in April 2009 (assuming the exercise by
the Company of all no-cost extension options).
F-18
GENERAL GROWTH PROPERTIES, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT
OF OPERATIONS
YEAR ENDED DECEMBER 31, 2002
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AND PER UNIT AMOUNTS)
(UNAUDITED)
On December 5, 2003, the Company acquired Foothills Mall and Shops, four
adjacent shopping centers in Foothills, Colorado. The purchase price paid was
approximately $100,500 (subject to certain prorations and adjustments). The
consideration was paid from cash on hand, including borrowings under an existing
line of credit, approximately $45,750 in assumed debt and approximately $26,637
in new 6.5% preferred units of Operating Partnership interests. The assumed debt
requires monthly payments of principal and interest, bears interest at a
weighted average rate per annum of approximately 6.6% and matures in September
2008.
On December 23, 2003, the Company acquired Chico Mall, an enclosed mall in
Chico, California. The purchase price paid for Chico Mall was approximately
$62,390 (subject to certain prorations and adjustments). The consideration was
paid in the form of cash borrowed under an existing unsecured revolving credit
facility and the assumption of approximately $30,600 in existing long-term
mortgage indebtedness that currently bears interest at a rate per annum of 7.0%.
The loan requires monthly payments of principal and interest and is scheduled to
mature in July 2010.
On December 23, 2003, the Company acquired Rogue Valley Mall, an enclosed
mall in Medford, Oregon. The purchase paid for Rogue Valley Mall was
approximately $57,495 (subject to certain prorations and adjustments). The
consideration was paid from cash on hand, including proceeds from borrowings
under an existing unsecured revolving credit facility, and by the assumption of
approximately $28,000 in existing long-term mortgage indebtedness that currently
bears interest at a rate per annum of 7.05%. The loan requires monthly payments
of principal and interest and is scheduled to mature in January 2011.
NOTE 3 PRO FORMA ADJUSTMENTS
(a) Revenues
The adjustments to revenues primarily represent the reduction in the fees
charged by General Growth Management, Inc. to such joint ventures and the effect
of the amortization of acquired below-market leases.
(b) Depreciation and amortization
Depreciation and amortization is adjusted to include additional amounts for
the properties acquired 100% by the Company related to the periods from January
1, 2002 to the dates of acquisition for the 2002 acquisitions and for the entire
year of 2002 for the acquisitions made in 2003.
F-19
GENERAL GROWTH PROPERTIES, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT
OF OPERATIONS
YEAR ENDED DECEMBER 31, 2002
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AND PER UNIT AMOUNTS)
(UNAUDITED)
(c) Interest expense, net
Interest expense increased due to a combination of debt assumption and
increased borrowings. In connection with the 2003 acquisitions described above,
the Company assumed or obtained approximately $1,321,000 of debt bearing
interest at the weighted average rate of 2.82%. The pro forma interest expense
on such borrowings was calculated using the interest rates described above and
using LIBOR equal to approximately 1.38%. The Company also incurred
approximately $663 of other borrowings to fund the remaining portion of the 2003
acquisitions and the pro forma interest expense was calculated using the
interest cost on the Company's incremental borrowing facilities (3.23%).
Since the interest rates on certain of the loans assumed or obtained in
conjunction with the acquisitions are based on a spread over LIBOR, the rates
will periodically change. If the interest rate on such variable rate loans
increase or decrease by 12.5 basis points, the annual interest expense will
increase or decrease by approximately $2,514.
(d) Equity in earnings of GGP/Ivanhoe III, Inc.
Reduces GGP/Ivanhoe III, Inc. equity in earnings to zero due to the purchase
of the remaining 49% share of the joint venture which causes the properties to
be fully consolidated.
(e) Equity in earnings of GGP/Ivanhoe IV, Inc.
Reflects the equity in income of Eastridge Mall due to the transfer of its
ownership by GGP/Ivanhoe III, Inc.
(f) Minority interest
The pro forma condensed consolidated statement of operations has been
adjusted to reflect the allocation of earnings to the minority interests.
F-20
GENERAL GROWTH PROPERTIES, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2003
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AND PER UNIT AMOUNTS)
(UNAUDITED)
HISTORICAL HISTORICAL HISTORICAL HISTORICAL
GENERAL GROWTH CORONADO CHICO FOOTHILLS
PROPERTIES, INC. CENTER MALL MALL AND SHOPS
---------------- ---------- ---------- --------------
Minimum rent $ 548,375 $ 5,465 $ 3,633 $ 5,859
Tenant charges 238,232 3,187 1,311 3,005
Other 99,332 601 - -
--------- ------- ------- -------
Total revenues 885,939 9,253 4,944 8,864
Expenses:
Real estate taxes 64,518 366 219 463
Other property operating 272,959 3,169 1,729 3,026
Provision for doubtful accounts 5,718 177 (3) 148
General and administrative 6,479 - - -
Depreciation and amortization 166,017 - - -
--------- ------- ------- -------
Total expenses 515,691 3,712 1,945 3,637
--------- ------- ------- -------
Operating income 370,248 5,541 2,999 5,227
Interest expense, net (197,971) - - -
Equity in income (loss) of unconsolidated affiliates:
GGP Ivanhoe III 9,085 - - -
GGP Ivanhoe IV (22) - - -
Other joint ventures 52,917 - - -
--------- ------- ------- -------
Income before minority interest 234,257 5,541 2,999 5,227
Allocations to minority interests (74,178) - - -
--------- ------- ------- -------
Income from continuing operations 160,079 5,541 2,999 5,227
Convertible preferred stock dividends (13,030) - - -
--------- ------- ------- -------
Income from continuing operations
available to common stockholders $ 147,049 $ 5,541 $ 2,999 $ 5,227
========= ======= ======= =======
Weighted average shares outstanding-basic 65,283
Weighted average shares outstanding-diluted 71,500
Earnings from continuing operations per share-basic $ 2.25
Earnings from continuing operations per share-diluted $ 2.24
HISTORICAL TOTAL GENERAL GROWTH
OTHER HISTORICAL PRO FORMA PROPERTIES, INC.
ACQUISITIONS COMBINED ADJUSTMENTS PRO FORMA
------------ ---------- ----------- ----------------
Minimum rent $ 88,632 $ 651,964 $ 8,197 (a) $ 660,161
Tenant charges 46,708 292,443 - 292,443
Other 5,659 105,592 (3,805)(a) 101,787
-------- ---------- --------- ----------
Total revenues 140,999 1,049,999 4,392 1,054,391
Expenses:
Real estate taxes 14,645 80,211 - 80,211
Other property operating 34,540 315,423 - 315,423
Provision for doubtful accounts - 6,040 - 6,040
General and administrative - 6,479 - 6,479
Depreciation and amortization - 166,017 28,257 (b) 194,274
-------- ---------- --------- ----------
Total expenses 49,185 574,170 28,257 602,427
-------- ---------- --------- ----------
Operating income 91,814 475,829 (23,865) 451,964
Interest expense, net - (197,971) (38,299)(c) (236,270)
Equity in income (loss) of unconsolidated affiliates:
GGP Ivanhoe III - 9,085 (9,085)(d) -
GGP Ivanhoe IV - (22) 975 (e) 953
Other joint ventures - 52,917 - 52,917
-------- ---------- --------- ----------
Income before minority interest 91,814 339,838 (70,274) 269,564
Allocations to minority interests - (74,178) (12,475)(f) (86,653)
-------- ---------- --------- ----------
Income from continuing operations 91,814 265,660 (82,749) 182,911
Convertible preferred stock dividends - (13,030) - (13,030)
-------- ---------- --------- ----------
Income from continuing operations
available to common stockholders $ 91,814 $ 252,630 $ (82,749) $ 169,881
======== ========== ========= ==========
Weighted average shares outstanding-basic 65,283
Weighted average shares outstanding-diluted 71,500
Earnings from continuing operations per share-basic $ 2.60
Earnings from continuing operations per share-diluted $ 2.56
The accompanying notes are an integral part of these statements.
For alphabetical references, please refer to Note 3-Pro Forma Adjustments.
F-21
GENERAL GROWTH PROPERTIES, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT
OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2003
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AND PER UNIT AMOUNTS)
(UNAUDITED)
NOTE 1 PRO FORMA BASIS OF PRESENTATION
This unaudited pro forma condensed consolidated statement of operations of
General Growth Properties, Inc. ("the Company") is presented as if the
acquisitions made in 2003 (as described below) had all occurred on January 1,
2003. The total pro forma condensed consolidated statement of operations
reflects these transactions and in management's opinion, all adjustments
necessary to reflect these transactions have been included. Such pro forma
condensed consolidated statement of operations is based upon the historical
information of the Company, excluding discontinued operations and the historical
information from January 1 to the dates immediately prior to their respective
acquisitions for Peachtree Mall, Saint Louis Galleria, Coronado Center, the 49%
interest in GGP Ivanhoe III and Lynnhaven Mall and for the nine months ended
September 30, 2003 for the properties acquired after September 30, 2003 as
described in Note 2 below. This unaudited pro forma condensed consolidated
statement of operations should be read in conjunction with the "Statements of
Certain Revenues and Certain Expenses" included elsewhere in this report and is
not necessarily indicative of what actual results of the Company would have been
assuming such transactions had been completed as of January 1, 2003 nor does it
purport to represent the results of operations for future periods.
NOTE 2 ACQUISITIONS
On April 30, 2003, the Company acquired Peachtree Mall, an enclosed regional
mall located in Columbus, Georgia. The purchase price was approximately $87,600,
which was paid at closing with an acquisition loan of approximately $53,000
(bearing interest at a rate per annum of LIBOR (1.12% at September 30, 2003)
plus 85 basis points and maturing in April 2008, assuming all no-cost extension
options are exercised) and the balance from cash on hand and amounts borrowed
under the Company's credit facilities.
On June 11, 2003, the Company acquired Saint Louis Galleria, an enclosed mall
in St. Louis, Missouri. The aggregate consideration paid for Saint Louis
Galleria was approximately $235,000 (subject to certain prorations and
adjustments). The consideration was paid from cash on hand, including proceeds
from refinancings of existing long-term debt and an approximately $176,000
acquisition loan which initially bore interest at LIBOR plus 105 basis points.
After October 2003 depending upon certain factors, the interest rate spread on
the loan could vary from 85 basis points to 165 basis points. The loan requires
monthly payments of interest only, is scheduled to mature in October 2005, and
is subject to three one-year, no-cost extension options.
On June 11, 2003, the Company acquired Coronado Center, an enclosed mall in
Albuquerque, New Mexico. The aggregate consideration paid for Coronado Center
was approximately $175,000 (subject to certain prorations and adjustments). The
consideration was paid in the form of cash borrowed under an existing unsecured
revolving credit facility and an approximately $131,250 acquisition loan which
bears interest at LIBOR plus 85 basis points. The loan requires monthly payments
of interest only, is scheduled to mature in October 2005, and is subject to
three one-year, no-cost extension options.
F-22
GENERAL GROWTH PROPERTIES, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT
OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2003
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AND PER UNIT AMOUNTS)
(UNAUDITED)
On July 1, 2003, the Company acquired the 49% ownership interest in GGP
Ivanhoe III, Inc. ("GGP Ivanhoe III") which was held by the Company's joint
venture partner (an affiliate of Ivanhoe Cambridge, Inc. of Montreal, Canada
("Ivanhoe")), thereby increasing the Company's ownership interest to a full
100%. The aggregate consideration for the 49% ownership interest in Ivanhoe III
was approximately $191,000 (subject to certain prorations and adjustments).
Concurrently with this transaction, a new joint venture, GGP Ivanhoe IV, Inc.,
("GGP Ivanhoe IV") was created between the Company and Ivanhoe to own Eastridge
Mall, which previously had been owned by GGP Ivanhoe III. The Company's
ownership interest in GGP Ivanhoe IV is 51% and Ivanhoe's ownership interest is
49%.
On August 27, 2003, the Company acquired Lynnhaven Mall, an enclosed mall in
Virginia Beach, Virginia for approximately $256,500. The consideration (after
certain prorations and adjustments) was paid in the form of cash borrowed under
an existing unsecured credit facility and a $180,000 acquisition loan. The
acquisition loan currently bears interest at a rate per annum of LIBOR plus 125
basis points and is scheduled to mature in August 2005, and is subject to three
one-year, no-cost extension options.
On October 14, 2003, the Company acquired Sikes Senter, an enclosed mall
located in Wichita Falls, Texas. The purchase price was approximately $61,000,
which was paid at closing with an acquisition loan of approximately $41,500
(bearing interest at a rate per annum of LIBOR plus 70 basis points and
scheduled to mature in November 2008, assuming all no-cost extension options are
exercised) and the balance from cash on hand and amounts borrowed under the
Company's credit facilities.
On October 29, 2003, the Company acquired The Maine Mall, an enclosed mall in
Portland, Maine. The purchase price paid for The Maine Mall was approximately
$270,000 (subject to certain prorations and adjustments). The consideration was
paid in the form of cash borrowed under an existing unsecured revolving credit
facility and an approximately $202,500 acquisition loan which initially bears
interest at LIBOR plus 92 basis points. The loan requires monthly payments of
interest only and matures in five years (assuming the exercise by the Company of
all no-cost extension options).
On October 31, 2003, the Company acquired Glenbrook Square, an enclosed mall
in Fort Wayne, Indiana. The purchase price paid for Glenbrook Square was
approximately $219,000 (subject to certain prorations and adjustments). The
consideration was paid from cash on hand, including proceeds from refinancings
of existing long-term debt and by an approximately $164,250 acquisition loan
which initially bears interest at LIBOR plus 80 basis points. After March 2004,
depending upon certain factors, the interest rate spread per annum could vary
from 85 basis points to 185 basis points. The loan requires monthly payments of
interest only and is scheduled to mature in April 2009 (assuming the exercise by
the Company of all no-cost extension options).
On December 5, 2003, the Company acquired Foothills Mall and Shops, four
adjacent shopping centers in Foothills, Colorado. The purchase price paid was
approximately $100,500 (subject to certain prorations and adjustments). The
consideration was paid from cash on hand, including borrowings under an existing
line of credit, approximately $45,750 in assumed debt and approximately $26,637
in new 6.5% preferred units of Operating Partnership interests. The assumed debt
requires monthly payments of principal and interest, bears interest at a
weighted average rate per annum of approximately 6.6% and matures in September
2008.
F-23
GENERAL GROWTH PROPERTIES, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT
OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2003
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AND PER UNIT AMOUNTS)
(UNAUDITED)
On December 23, 2003, the Company acquired Chico Mall, an enclosed mall in
Chico, California. The purchase price paid for Chico Mall was approximately
$62,390 (subject to certain prorations and adjustments). The consideration was
paid in the form of cash borrowed under an existing unsecured revolving credit
facility and the assumption of approximately $36,000 in existing long-term
mortgage indebtedness that currently bears interest at a rate per annum of 7.0%.
The loan requires monthly payments of principal and interest and is scheduled to
mature in July 2010.
On December 23, 2003, the Company acquired Rogue Valley Mall, an enclosed
mall in Medford, Oregon. The purchase price paid for Rogue Valley Mall was
approximately $57,495 (subject to certain prorations and adjustments). The
consideration was paid from cash on hand, including proceeds from borrowings
under an existing unsecured revolving credit facility, and by the assumption of
approximately $28,000 in existing long-term mortgage indebtedness that currently
bears interest at a rate per annum of 7.05%. The loan requires monthly payments
of principal and interest and is scheduled to mature in January 2011.
NOTE 3 PRO FORMA ADJUSTMENTS
(a) Revenues
The adjustments to revenues primarily represents the reduction in amounts
charged to the properties owned by GGP Ivanhoe III by General Growth Management,
Inc. as a result of the properties becoming wholly-owned by the Company and the
effect of the amortization of acquired below-market leases.
(b) Depreciation and amortization
Depreciation and amortization is adjusted to include additional amounts
related to the nine months ended September 30, 2003 for the acquisitions made in
2003.
(c) Interest expense, net
Interest expense increased due to a combination of debt assumption and
increased borrowings. In connection with the acquisitions described above, the
Company obtained or assumed an aggregate of $1,321,000 of mortgage debt bearing
interest at the weighted average rate of 2.51%. The pro forma interest expense
on such borrowings was calculated using the interest rates described above and
LIBOR equal to approximately 1.12%. The Company also issued approximately $663
of other borrowings to fund the remaining portion of the acquisitions and the
pro forma interest expense was calculated using the interest cost on the
Company's incremental borrowing facilities (2.93%).
F-24
GENERAL GROWTH PROPERTIES, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT
OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2003
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AND PER UNIT AMOUNTS)
(UNAUDITED)
Since the interest rates on certain of the loans assumed or obtained in
conjunction with the acquisitions on based on a spread over LIBOR, the rates
will periodically change. If the interest rate on such variable rate loans
increase or decrease by 12.5 basis points, the nine month interest expense will
increase or decrease by approximately $2,027.
(d) Equity in earnings of GGP/Ivanhoe III, Inc.
Reduces GGP/Ivanhoe III, Inc. equity in earnings to zero due to the purchase
of the remaining 49% share of the joint venture which causes the properties to
be fully consolidated.
(e) Equity in earnings of GGP/Ivanhoe IV, Inc.
Reflects the increase in the equity in income of GGP/Ivanhoe IV, Inc. due to
the transfer of Eastridge Mall by GGP/Ivanhoe III, Inc.
(f) Minority interest
The pro forma condensed consolidated statement of operations has been
adjusted to reflect the allocation of earnings to the minority interests.
F-25
GENERAL GROWTH PROPERTIES, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2003
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AND PER UNIT AMOUNTS)
(UNAUDITED)
HISTORICAL HISTORICAL HISTORICAL
GENERAL GROWTH HISTORICAL FOOTHILLS MALL OTHER 2003
PROPERTIES, INC. CHICO MALL AND SHOPS ACQUISITIONS (*)
---------------- ------------ -------------- ----------------
Investment in real estate:
Land $ 1,322,113 $ 3,926 $ 4,671 $ 17,109
Building and equipment 7,319,334 35,337 34,001 218,795
----------- ----------- ----------- -----------
8,641,447 39,263 38,672 235,904
Less accumulated depreciation (1,038,188) (2,351) (15,961) (85,151)
----------- ----------- ----------- -----------
7,603,259 36,912 22,711 150,753
Development in progress 118,861 - - -
----------- ----------- ----------- -----------
Net property and equipment 7,722,120 36,912 22,711 150,753
Investment in Unconsolidated Real Estate Affiliates 624,997 - - -
----------- ----------- ----------- -----------
Net investment in real estate 8,347,117 36,912 22,711 150,753
Cash 138,331 1,201 1,731 9,290
Tenant accounts receivable, net 132,485 110 467 4,212
Deferred expenses, net 139,447 142 2,474 3,882
Prepaid and other assets 103,559 380 834 2,669
----------- ----------- ----------- -----------
TOTAL ASSETS $ 8,860,939 $ 38,745 $ 28,217 $ 170,806
=========== =========== =========== ===========
TOTAL GENERAL GROWTH
HISTORICAL PRO FORMA PROPERTIES, INC.
COMBINED ADJUSTMENTS PRO FORMA
------------ -------------- ----------------
Investment in real estate:
Land $ 1,347,819 $ 93,490(a),(c) $ 1,441,309
Building and equipment 7,607,467 286,382(a),(c) 7,893,849
----------- ----------- -----------
8,955,286 379,872 9,335,158
Less accumulated depreciation (1,141,651) 103,463(a),(c) (1,038,188)
----------- ----------- -----------
7,813,635 483,335 8,296,970
Development in progress 118,861 - 118,861
----------- ----------- -----------
Net property and equipment 7,932,496 483,335 8,415,831
Investment in Unconsolidated Real Estate Affiliates 624,997 - 624,997
----------- ----------- -----------
Net investment in real estate 8,557,493 483,335 9,040,828
Cash 150,553 - 150,553
Tenant accounts receivable, net 137,274 - 137,274
Deferred expenses, net 145,945 - 145,945
Prepaid and other assets 107,442 - 107,442
----------- ----------- -----------
TOTAL ASSETS $ 9,098,707 $ 483,335 $ 9,582,042
=========== =========== ===========
F-26
GENERAL GROWTH PROPERTIES, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET-CONTINUED
SEPTEMBER 30, 2003
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AND PER UNIT AMOUNTS)
(UNAUDITED)
HISTORICAL HISTORICAL HISTORICAL
GENERAL GROWTH HISTORICAL FOOTHILLS MALL OTHER 2003
PROPERTIES, INC. CHICO MALL AND SHOPS ACQUISITIONS (*)
---------------- ------------ -------------- ----------------
Mortgage notes and other debt payable $ 6,054,930 $ 30,600 $ 46,404 $ 186,379
Distributions payable 6,703 - - -
Network discontinuance reserve 4,116 - - -
Accounts payable and accrued expenses 305,984 627 1,695 6,369
----------- ----------- ----------- -----------
TOTAL LIABILITIES 6,371,733 31,227 48,099 192,748
Minority interest:
Preferred Units 468,614 - - -
Common Units 422,217 - - -
Preferred stock - - - -
Common stock - par value 7,155 - - -
Additional paid-in capital 1,877,210 - - -
Retained earnings (accumulated deficit) (255,496) 7,518 (19,882) (21,942)
Notes receivable-common stock purchase (6,885) - - -
Unearned compensation-restricted stock (2,220) - - -
Accumulated other comprehensive gains (losses) (21,389) - - -
----------- ----------- ----------- -----------
Total $ 8,860,939 $ 38,745 $ 28,217 $ 170,806
=========== =========== =========== ===========
TOTAL GENERAL GROWTH
HISTORICAL PRO FORMA PROPERTIES, INC.
COMBINED ADJUSTMENTS PRO FORMA
------------ ------------------ ----------------
Mortgage notes and other debt payable $ 6,318,313 $ 480,365(b),(c) $ 6,798,678
Distributions payable 6,703 - 6,703
Network discontinuance reserve 4,116 - 4,116
Accounts payable and accrued expenses 314,675 28,550(c) 343,225
----------- ----------- -----------
TOTAL LIABILITIES 6,643,807 508,915 7,152,722
Minority interest:
Preferred Units 468,614 26,637(d) 495,251
Common Units 422,217 - 422,217
Preferred stock - - -
Common stock - par value 7,155 - 7,155
Additional paid-in capital 1,877,210 - 1,877,210
Retained earnings (accumulated deficit) (289,802) (52,217)(e) (342,019)
Notes receivable-common stock purchase (6,885) - (6,885)
Unearned compensation-restricted stock (2,220) - (2,220)
Accumulated other comprehensive gains (losses) (21,389) - (21,389)
----------- ----------- -----------
Total $ 9,098,707 $ 483,335 $ 9,582,042
=========== =========== ===========
(*) Sikes Senter, The Maine Mall, Glenbrook Square and Rogue Valley Mall.
The accompanying notes are an integral part of these statements.
For alphabetical references, please refer to Note 2-Pro Forma Adjustments.
F-27
GENERAL GROWTH PROPERTIES, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2003
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AND PER UNIT AMOUNTS)
(UNAUDITED)
NOTE 1 PRO FORMA BASIS OF PRESENTATION
This unaudited pro forma condensed consolidated balance sheet of General
Growth Properties, Inc. is presented as if the acquisitions made in 2003
subsequent to September 30, 2003 (Sikes Senter, the Maine Mall, Glenbrook
Square, Foothills Mall and Shops, Chico Mall and Rogue Valley Mall), had all
occurred on September 30, 2003. In management's opinion, all adjustments
necessary to reflect these transactions have been included.
The cost of the acquired assets and acquired or assumed liabilities
described in this Form 8-K/A have been allocated based on their respective fair
values. Upon acquisition of the six properties described immediately above the
aggregate fair value of the tangible and intangible assets acquired was
approximately $721,103 and the liabilities incurred or assumed was approximately
$780,989, including a net deferred credit of approximately $28,550 related to
acquired below-market leases (included in accounts payable and accrued
expenses). The purchase allocation adjustments made in connection with the
preparation of the unaudited pro forma condensed consolidated financial
statements are based on the information available at this time. Subsequent
adjustments and refinements to the allocation may be made based on additional
information.
F-28
GENERAL GROWTH PROPERTIES, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2003
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AND PER UNIT AMOUNTS)
(UNAUDITED)
NOTE 2 PRO FORMA ADJUSTMENTS
2003 GENERAL GROWTH
ACQUISITIONS PRO FORMA PROPERTIES, INC.
HISTORICAL ADJUSTMENTS PRO FORMA
------------ ----------- ----------------
(a) Investment in Real Estate
Asset additions are as follows:
Sikes Senter............................................... $ 38,250 $ 17,285 $ 55,535
The Maine Mall............................................. 49,260 201,734 250,994
Glenbrook Square........................................... 33,378 147,131 180,509
Foothills Mall and Shops................................... 22,711 65,396 88,107
Chico Mall................................................. 36,912 25,342 62,254
Rogue Valley Mall.......................................... 29,865 26,447 56,312
------------ ----------- ----------------
$ 210,376 $ 483,335 $ 693,711
============ =========== ================
Allocated to:
Land....................................................... $ 25,706 $ 93,490 $ 119,196
Buildings, equipment and intangibles....................... 184,670 389,845 574,515
------------ ----------- ----------------
$ 210,376 $ 483,335 $ 693,711
============ =========== ================
(b) Mortgage Notes and other Debt Payable
Additional debt related to the acquisitions:
Sikes Senter acquisition loan......................................... $ 41,500
Sikes Senter additional debt to fund acquisition...................... 19,500
The Maine Mall acquisition loan....................................... 202,500
The Maine Mall additional debt to fund acquisition.................... 67,500
Glenbrook Square acquisition loan..................................... 164,250
Glenbrook Square additional debt to fund acquisition ................. 54,750
Foothills Mall and Shops assumed debt................................. 45,753
Foothills Mall and Shops additional debt to fund acquisition.......... 28,110
Chico Mall assumed loan............................................... 30,600
Chico Mall additional debt to fund acquisition........................ 31,790
Rogue Valley Mall assumed loan........................................ 28,000
Rogue Valley Mall additional debt to fund acquisition................. 29,495
---------
743,748
Less historical balances ............................................. (263,383)
---------
$480,365
=========
(c) Adjustments in other tangible and intangible assets and liabilities to
reflect the purchase price to such assets and liabilities based on their
fair values.
(d) Reflects preferred units issued in conjunction with the Foothills Mall and
Shops acquisition (note 1).
F-29