Back to GetFilings.com
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
Commission file number 1-11656
GENERAL GROWTH PROPERTIES, INC.
-------------------------------
(Exact name of registrant as specified in its charter)
Delaware 42-1283895
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
110 N. Wacker Dr., Chicago, IL 60606
------------------------------------
(Address of principal executive offices, Zip Code)
(312) 960-5000
--------------
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
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
------------- --------------
The number of shares of Common Stock, $.10 par value per share, outstanding on
May 8, 2003 was 62,839,732.
GENERAL GROWTH PROPERTIES, INC.
INDEX
PAGE
NUMBER
PART I FINANCIAL INFORMATION
Item 1: Financial Statements
Consolidated Balance Sheets
as of March 31, 2003 and December 31, 2002 .......................................3
Consolidated Statements of Operations and Comprehensive Income
for the three months ended March 31, 2003 and 2002 ...............................4
Consolidated Statements of Cash Flows
for the three months ended March 31, 2003 and 2002 ...............................5
Notes to Consolidated Financial Statements .......................................6
Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations ...................................25
Liquidity and Capital Resources of the Company ..................................28
Item 3: Quantitative and Qualitative Disclosures about Market Risk ..................33
Item 4: Controls and Procedures .....................................................33
PART II OTHER INFORMATION
Item 6: Exhibits and Reports on Form 8-K ............................................34
SIGNATURE ...........................................................................35
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GENERAL GROWTH PROPERTIES, INC.
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2003 AND DECEMBER 31, 2002
(UNAUDITED)
(Dollars in thousands, except for per share and per unit amounts)
ASSETS
MARCH 31, 2003 DECEMBER 31, 2002
---------------- -----------------
Investment in real estate:
Land $ 1,127,878 $ 1,128,990
Buildings and equipment 5,744,003 5,738,514
Less accumulated depreciation (845,501) (798,431)
Developments in progress 106,090 90,492
----------------- ----------------
Net property and equipment 6,132,470 6,159,565
Investment in and loans from Unconsolidated Real Estate Affiliates 778,331 766,519
----------------- ----------------
Net investment in real estate 6,910,801 6,926,084
Cash and cash equivalents 24,103 53,640
Marketable securities 129 476
Tenant accounts receivable, net 127,142 126,587
Deferred expenses, net 109,591 108,694
Prepaid expenses and other assets 69,589 65,341
----------------- ----------------
$ 7,241,355 $ 7,280,822
================= ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Mortgage notes and other debt payable $ 4,531,537 $ 4,592,311
Distributions payable 72,004 71,389
Network discontinuance reserve 4,123 4,123
Accounts payable and accrued expenses 241,039 233,027
----------------- ----------------
4,848,703 4,900,850
Minority interests:
Preferred Units 468,201 468,201
Common Units 375,587 377,746
----------------- ----------------
843,788 845,947
Commitments and contingencies - -
Preferred Stock: $100 par value; 5,000,000 shares authorized; 335,282 337,500
345,000 designated as PIERS (Note 1) which are convertible and carry a
$1,000 liquidation value, 335,282 and 337,500 of which were issued
and outstanding at March 31, 2003 and December 31, 2002
Stockholders' Equity:
Common stock: $.10 par value; 210,000,000 shares authorized;
62,819,765 and 62,397,085 shares issued and outstanding
as of March 31, 2003 and December 31, 2002, respectively 6,282 6,240
Additional paid-in capital 1,562,367 1,545,274
Retained earnings (accumulated deficit) (315,562) (315,844)
Notes receivable-common stock purchase (7,534) (7,772)
Unearned compensation-restricted stock (2,762) (2,248)
Accumulated other comprehensive income (loss) (29,209) (29,125)
----------------- ----------------
Total stockholders' equity 1,213,582 1,196,525
----------------- ----------------
$ 7,241,355 $ 7,280,822
================= ================
The accompanying notes are an integral part of these consolidated financial
statements.
3 of 39
GENERAL GROWTH PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED
MARCH 31, 2003 AND 2002
(UNAUDITED)
(Dollars in thousands, except for per share and per unit amounts)
THREE MONTHS ENDED
MARCH 31,
2003 2002
------------------ -----------------
Revenues:
Minimum rents $169,721 $118,855
Tenant recoveries 71,078 56,861
Overage rents 6,502 5,428
Management and other fees 20,323 16,501
Other 6,263 5,492
------------------ -----------------
Total revenues 273,887 203,137
Expenses:
Real estate taxes 20,120 13,694
Repairs and maintenance 17,709 13,495
Marketing 8,176 4,922
Other property operating costs 34,841 25,391
Provision for doubtful accounts 1,813 2,001
Property management and other costs 26,624 19,126
General and administrative 2,811 1,241
Depreciation and amortization 51,979 38,365
------------------ -----------------
Total expenses 164,073 118,235
------------------ -----------------
Operating income 109,814 84,902
Interest income 595 1,096
Interest expense (60,743) (48,230)
Income allocated to minority interests (24,693) (13,842)
Equity in net income of unconsolidated affiliates 22,285 13,183
------------------ -----------------
Income from continuing operations 47,258 37,109
Discontinued Operations:
Income from operations 292 442
Gain on disposition 4,038 -
------------------ -----------------
Income from discontinued operations 4,330 442
------------------ -----------------
Net income $ 51,588 $ 37,551
------------------ -----------------
Preferred Stock Dividends (6,077) (6,117)
------------------ -----------------
Net income available to common stockholders $ 45,511 $ 31,434
================== =================
Earnings from continuing operations per share-basic $ 0.66 $ 0.50
================== =================
Earnings from continuing operations per share-diluted $ 0.66 $ 0.50
================== =================
Earnings from discontinued operations per share-basic $ 0.07 $ 0.01
================== =================
Earnings from discontinued operations per share-diluted $ 0.06 $ 0.01
================== =================
Earnings per share-basic $ 0.73 $ 0.51
================== =================
Earnings per share-diluted $ 0.72 $ 0.51
================== =================
Distributions declared per share $ 0.72 $ 0.65
================== =================
Net income $ 51,588 $ 37,551
Other comprehensive income:
Net unrealized gains (losses) on financial instruments, net of minority interest 79 5,422
Minimum pension liability adjustment (163) -
Equity in unrealized gains (losses) on available-for-sale
securities of unconsolidated affiliate, net of minority interest - 169
------------------ -----------------
Comprehensive income $ 51,504 $ 43,142
================== =================
The accompanying notes are an integral part of these consolidated financial
statements.
4 of 39
GENERAL GROWTH PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNAUDITED)
(Dollars in thousands, except for per share amounts)
THREE MONTHS ENDED
MARCH 31,
2003 2002
--------- ---------
Cash flows from operating activities:
Net Income $ 51,588 $ 37,551
Adjustments to reconcile net income to net cash
provided by operating activities:
Minority interests 24,693 13,842
Equity in income of unconsolidated affiliates (22,285) (13,183)
Provision for doubtful accounts 1,813 2,001
Distributions received from unconsolidated affiliates 21,681 5,387
Depreciation 48,570 35,168
Amortization 5,167 4,119
Gain on sale (4,038) -
Net Changes:
Tenant accounts receivable (2,766) (6,833)
Prepaid expenses and other assets (4,313) 9,693
Increase in deferred expenses (5,007) (3,186)
Network discontinuance reserve - (486)
Accounts payable and accrued expenses 8,157 (8,523)
--------- ---------
Net cash provided by (used in) operating activities 123,260 75,550
--------- ---------
Cash flows from investing activities:
Acquisition/development of real estate and improvements
and additions to properties (32,500) (45,281)
Proceeds from sale of investment property 14,978 -
Increase in investments in unconsolidated affiliates (5,350) (11,492)
Distributions received from unconsolidated affiliates in excess of income 23,326 5,143
Loans from unconsolidated affiliates, net (28,762) 386
Net decrease in holdings of investments in marketable securities 347 509
--------- ---------
Net cash provided by (used in) investing activities (27,961) (50,735)
--------- ---------
Cash flows from financing activities:
Cash distributions paid to common stockholders (44,937) (40,266)
Cash distributions paid to holders of Common Units (14,152) (12,722)
Cash distributions paid to holders of Preferred Units (9,728) (3,916)
Payment of dividends on PIERS (6,116) (6,117)
Proceeds from sale of common stock, net of issuance costs 11,926 1,048
Proceeds from issuance of mortgage notes and other debt payable 140,000 -
Principal payments on mortgage notes and other debt payable (200,773) (7,832)
Increase in deferred expenses (1,056) -
--------- ---------
Net cash provided by (used in) financing activities (124,836) (69,805)
--------- ---------
Net change in cash and cash equivalents (29,537) (44,990)
Cash and cash equivalents at beginning of period 53,640 160,755
--------- ---------
Cash and cash equivalents at end of period $ 24,103 $ 115,765
========= =========
Supplemental disclosure of cash flow information:
Interest paid $ 57,606 $ 47,641
========= =========
Interest capitalized $ 1,517 $ 1,837
========= =========
Non-cash investing and financing activities:
Common stock issued in exchange for PIERS $ 2,218 -
Common stock issued in exchange for Operating Partnership Units 5,293 -
Notes receivable issued for exercised stock options - 2,104
Distributions payable 72,004 62,438
The accompanying notes are an integral part of these consolidated financial
statements.
5 of 39
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AND PER UNIT AMOUNTS)
NOTE 1 ORGANIZATION
Readers of this quarterly report should refer to the Company's audited financial
statements for the year ended December 31, 2002 which are included in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002
(Commission File No. 1-11656), as certain footnote disclosures which would
substantially duplicate those contained in the 2002 annual audited financial
statements have been omitted from this report. Capitalized terms used, but not
defined in this quarterly report, have the same meanings as in the Company's
2002 Annual Report on Form 10-K.
GENERAL
General Growth Properties, Inc., a Delaware corporation ("General Growth"), was
formed in 1986 to own and operate regional mall and community shopping centers.
All references to the "Company" in these Notes to Consolidated Financial
Statements include General Growth and those entities owned or controlled by
General Growth (including the Operating Partnership and the LLC as described
below), unless the context indicates otherwise. Proceeds from General Growth's
April 15, 1993 initial public offering of common stock (the "Common Stock") were
used to acquire a majority interest in GGP Limited Partnership (the "Operating
Partnership") which was formed to succeed to substantially all of the interests
in regional mall general partnerships owned and controlled by the Company and
its original stockholders. The Company conducts substantially all of its
business through the Operating Partnership, which commenced operations on April
15, 1993.
As of March 31, 2003, the Company either directly or through the Operating
Partnership and subsidiaries owned 100% of fifty-six regional mall shopping
centers, 100% of the Victoria Ward Assets (as defined in Note 2) and 100% of the
JP Realty Assets (as defined in Note 2) (collectively, the "Wholly-Owned
Centers"); 100% of the common stock of General Growth Management, Inc. ("GGMI");
50% of the common stock of GGP/Homart, Inc. ("GGP/Homart"), 50% of the
membership interests of GGP/Homart II, L.L.C. ("GGP/Homart II"), 50% of the
membership interests in GGP-TRS L.L.C. ("GGP/Teachers"), 51% of the common stock
of GGP Ivanhoe, Inc. ("GGP Ivanhoe"), 51% of the common stock of GGP Ivanhoe
III, Inc. ("GGP Ivanhoe III"), 50% of each of two regional mall shopping
centers, Quail Springs Mall and Town East Mall, and a 50% general partnership
interest in Westlake Retail Associates, Ltd ("Circle T") (collectively, the
"Unconsolidated Real Estate Affiliates"). The 50% interest in the twenty-two
centers owned by GGP/Homart, the 50% interest in the ten centers owned by
GGP/Homart II, the 50% interest in the five centers owned by GGP/Teachers, the
51% ownership interest in the two centers owned by GGP Ivanhoe, the 51%
ownership interest in the eight centers owned by GGP Ivanhoe III, the 50%
ownership interest in the center owned and being developed by Circle T, and the
50% ownership interest in both Quail Springs Mall and Town East Mall comprise
the "Unconsolidated Centers". Together, the Wholly-Owned Centers and the
Unconsolidated Centers comprise the "Company Portfolio". However, as the center
being developed by Circle T is not yet operational, it has been excluded from
the definition of, and the operational statistics for, the Company Portfolio.
General Growth has reserved for issuance up to 1,000,000 shares of Common Stock
under the Dividend Reinvestment and Stock Purchase Plan ("DRSP"). The DRSP, in
general, allows participants in the plan to make purchases of Common Stock from
dividends received or additional cash investments. Although the purchase price
of the Common Stock is determined by the current market price, the purchases are
made without fees or commissions. General Growth has and will satisfy DRSP
Common Stock purchase needs through the issuance of new shares of Common Stock
or by repurchases of currently outstanding Common Stock. As of March 31, 2003,
an aggregate of 96,231 shares of Common Stock has been issued under the DRSP.
6 of 39
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AND PER UNIT AMOUNTS)
During May 2000, the Operating Partnership formed GGPLP L.L.C., a Delaware
limited liability company ("the LLC"), by contributing its interest in a
portfolio of 44 Wholly-Owned Centers to the LLC in exchange for all of the
common units of membership interest in the LLC. On May 25, 2000, a total of
700,000 redeemable preferred units of membership interest in the LLC (the
"RPUs") were issued to an institutional investor by the LLC (the "2000 RPUs").
During April 2002 an additional 240,000 RPUs were issued by the LLC to an
affiliate of the same institutional investor (the "2002 RPUs") yielding net
proceeds of approximately $58,365 which were used for various development and
acquisition needs. Holders of the RPUs are entitled to receive cumulative
preferential cash distributions per RPU at a per annum rate of 8.95% of the $250
liquidation preference thereof (or $5.59375 per quarter) prior to any
distributions by the LLC to the Operating Partnership. Subject to certain
limitations, the RPUs may be redeemed in cash by the LLC for the liquidation
preference amount plus accrued and unpaid distributions and may be exchanged by
the holders of the RPUs for an equivalent amount of redeemable preferred stock
of General Growth. Such preferred stock provides for an equivalent 8.95% annual
preferred distribution and is redeemable at the option of General Growth for
cash equal to the liquidation preference amount plus accrued and unpaid
distributions. The redemption right may be exercised at any time on or after May
25, 2005 with respect to the 2000 RPUs and April 23, 2007 with respect to the
2002 RPUs and the exchange right generally may be exercised at any time on or
after May 25, 2010 with respect to the 2000 RPUs and April 23, 2012 with respect
to the 2002 RPUs. The RPUs outstanding at March 31, 2003 and December 31, 2002
have been reflected in the accompanying consolidated financial statements as a
component of minority interest at the current total liquidation preference
amount of $175,000.
As of March 31, 2003, General Growth owned an approximate 76% general
partnership interest in the Operating Partnership (excluding its preferred units
of partnership interest as discussed below). The remaining approximate 24%
minority interest in the Operating Partnership is held by limited partners that
include trusts for the benefit of the families of the original stockholders who
initially owned and controlled the Company and subsequent contributors of
properties to the Company. These minority interests are represented by common
units of limited partnership interest in the Operating Partnership (the
"Units"). The Units can be redeemed at the option of the holders for cash or, at
General Growth's election with certain restrictions, for shares of Common Stock
on a one-for-one basis. The holders of the Units also share equally with General
Growth's common stockholders on a per share basis in any distributions by the
Operating Partnership on the basis that one Unit is equivalent to one share of
Common Stock.
General Growth has issued 13,500,000 depositary shares, each representing 1/40
of a share of 7.25% Preferred Income Equity Redeemable Stock, Series A
("PIERS"), or a total of 337,500 PIERS. The PIERS are reflected on the
accompanying consolidated balance sheets at their $1,000 per share liquidation
or redemption value. In order to enable General Growth to comply with its
obligations with respect to the PIERS, General Growth owns preferred units of
limited partnership interest in the Operating Partnership (the "Preferred
Units") which have rights, preferences and other privileges, including
distribution, liquidation, conversion and redemption rights, that mirror those
of the PIERS. Accordingly, the Operating Partnership is required to make all
required distributions on the Preferred Units prior to any distribution of cash
or assets to the holders of the Units. The Depositary Shares are convertible at
any time, at the option of the holder, into shares of Common Stock at the rate
of .6297 shares of Common Stock per Depositary Share. Although no Depositary
Shares had been converted at December 31, 2002, at March 31 and May 8, 2003
holders of approximately 88,730 and 99,330, respectively, Depositary Shares
elected to convert to, and such Depositary Shares were converted to, Common
Stock. On or after July 15, 2003, General Growth has the option (which it
currently expects to exercise with redemption on July 15, 2003) to convert the
PIERS and the Depositary Shares at the rate of .6297 shares of Common Stock per
Depositary Share if the closing price of the Common Stock exceeds $45.65 per
share for 20 trading days within any period of 30 consecutive trading days
including such 30th day. In addition, the PIERS have a preference on liquidation
of General Growth equal to $1,000 per PIERS (equivalent to $25.00 per Depositary
Share), plus accrued and unpaid dividends, if any, to the liquidation date. The
PIERS and the Depositary Shares are subject to
7 of 39
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AND PER UNIT AMOUNTS)
mandatory redemption by General Growth on July 15, 2008 at a price of $1,000 per
PIERS, plus accrued and unpaid dividends, if any, to the redemption date.
Accordingly, the PIERS have been reflected in the accompanying consolidated
financial statements at such liquidation or redemption value. At March 31, 2003,
and December 31, 2002, 100% of the outstanding Preferred Units (335,282 and
337,500, respectively), were owned by General Growth.
BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of the
Company and the Operating Partnership consisting of the fifty-six Wholly-Owned
Centers (including those owned by the LLC), GGMI and the unconsolidated
investments in GGP/Homart, GGP/Homart II, GGP/Teachers, GGP Ivanhoe, GGP Ivanhoe
III, Circle T, Quail Springs Mall and Town East Mall. Included in the
consolidated financial statements are four joint ventures, acquired in the JP
Realty acquisition (Note 2), which are partnerships with non-controlling
independent joint venture partners. Income allocated to minority interests
includes the share of such properties' operations (computed as the respective
joint venture partner ownership percentage) applicable to such non-controlling
venture partners. All significant intercompany balances and transactions have
been eliminated.
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. These estimates and assumptions affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. For example, significant
estimates and assumptions have been made with respect to useful lives of assets,
capitalization of development and leasing costs, recoverable amounts of
receivables and deferred taxes and amortization periods of deferred costs and
intangibles. Actual results could differ from these estimates.
In the opinion of management, all adjustments (consisting of normal recurring
adjustments) necessary for a fair statement of the financial position of the
Company as of March 31, 2003 and the results of operations for the three months
ended March 31, 2003 and 2002 and cash flows for the three months ended March
31, 2003 and 2002 have been included. The results for the interim periods ended
March 31, 2003 and 2002 are not necessarily indicative of the results to be
obtained for the full fiscal year.
Certain amounts in the 2002 consolidated financial statements have been
reclassified to conform to the 2003 presentation.
EARNINGS PER SHARE ("EPS")
Basic per share amounts are based on the weighted average of common shares
outstanding of 62,594,850 for 2003 and 61,978,563 for 2002. Diluted per share
amounts are based on the total number of weighted average common shares and
dilutive securities (stock options, and, with respect to 2003, PIERS),
outstanding of 71,232,069 for 2003 and 62,103,775 for 2002. However, certain
options outstanding were not included in the computation of diluted earnings per
share either because the exercise price of the stock options was higher than the
average market price of the Common Stock for the applicable periods and
therefore, the effect would be anti-dilutive or because the conditions which
must be satisfied prior to the issuance of any such shares were not achieved
during the applicable periods. The effect of the issuance of the PIERS is
anti-dilutive with respect to the Company's calculation of diluted earnings per
share for the three months ended March 31, 2002 and therefore has been excluded.
The outstanding Units have also been excluded from the Company's calculation of
diluted earnings per share as there would be no net effect on the reported EPS
amounts since the minority interests' share of income would also be added back
to the net income.
8 of 39
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AND PER UNIT AMOUNTS)
The following are the reconciliations of the numerators and denominators of the
basic and diluted EPS:
Three Months Ended
March 31,
2003 2002
------------------------------------- -----------------
Numerators: Basic Diluted Basic + Dilutive
----------------- ----------------- -----------------
Income from continuing operations $ 47,258 $ 47,258 $ 37,109
Dividends on PIERS (6,077)* - (6,117)
----------------- ----------------- -----------------
Income (loss) available to common stockholders
from continuing operations 41,181 47,258 30,992
Discontinued operations 4,330 4,330 442
----------------- ----------------- -----------------
Net income (loss) available to common
stockholders - for basic and diluted EPS $ 45,511 $ 51,588 $ 31,434
================= ================= =================
Denominators:
Weighted average common shares
outstanding (in thousands) - for basic EPS 62,595 62,595 61,979
=================
Effect of dilutive securities - options (and PIERS in 2003) 8,637 125
----------------- -----------------
Weighted average common shares
outstanding (in thousands) - for diluted EPS 71,232 62,104
================= =================
* For the three months ended March 31, 2003, the effect of the issuance of
the PIERS is dilutive and, therefore, no adjustment of net income is
made as the PIERS dilution is reflected in the denominator of the
diluted EPS calculation.
NOTES RECEIVABLE -- OFFICERS
During 1998, the Company made available to certain officers, the ability to
issue promissory notes in connection with their exercise of options to purchase
shares of the Company's Common Stock. From April 9, 1998 to April 29, 2002 an
aggregate of $26,956 in advances were made to such officers in connection with
their exercise of options to purchase an aggregate of 915,000 shares of Common
Stock.
As of April 30, 2002, the Company's Board of Directors decided to terminate the
availability of loans to officers to exercise options on the Common Stock. In
conjunction with this decision, the Company and the officers restructured the
terms of the promissory notes, including the approximately $2,823 previously
advanced in the form of income tax withholding payments made by the Company on
behalf of such officers. Each of the officers repaid no less than 60% of the
principal and 100% of the interest due under such officer's note as of April 30,
2002 and the remaining amounts, approximately $10,141 as of April 30, 2002, were
represented by amended and restated promissory notes. These amended and
restated, fully recourse notes are payable in monthly installments of principal
and interest (at a market rate which varies monthly computed at LIBOR (1.30% at
March 31, 2003) plus 125 basis points per annum) until fully repaid in May 2009
(or within 90 days of the officer's separation from the Company, if earlier). In
October 2002, a voluntary prepayment of approximately $500 was received from one
of the officers. As of March 31, 2003, the current outstanding balance under the
promissory notes was $8,433, including approximately $899 relating to income tax
withholding payments which have been reflected in prepaid expenses and other
assets.
9 of 39
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AND PER UNIT AMOUNTS)
REVENUE RECOGNITION
Minimum rent revenues are recognized on a straight-line basis over the term of
the related leases. As of March 31, 2003, approximately $65,530 has been
recognized as straight-line rents receivable (representing the current net
cumulative rents recognized prior to when billed and collectible as provided by
the terms of the leases), all of which is included in tenant accounts
receivable, net in the accompanying consolidated financial statements. Also
included in consolidated minimum rents in 2003 is approximately $2,540 of
accretion related to the below-market leases at properties acquired as provided
by SFAS 141 and 142. In addition, amounts collected from tenants to allow the
termination of their leases have been included in minimum rents. Such
termination income was approximately $3,508 and $1,500 respectively, for the
three months ended March 31, 2003 and 2002. Overage rents are recognized on an
accrual basis once tenant sales revenues exceed contractual tenant lease
thresholds. Recoveries from tenants computed as a formula related to taxes,
insurance and other shopping center operating expenses are recognized as
revenues in the period the applicable costs are incurred. The Company provides
an allowance for doubtful accounts against the portion of accounts receivable
which is estimated to be uncollectible. Such allowances are reviewed
periodically based upon the recovery experience of the Company. Fees recognized
by the Company in the three months ended March 31, 2003 and 2002 from its
Unconsolidated Real Estate Affiliates for services performed for the
Unconsolidated Centers were $18,317 and $13,975, respectively.
COMPREHENSIVE INCOME
Comprehensive income is a more inclusive financial reporting methodology that
encompasses net income and all other changes in equity except those resulting
from investments by and distributions to equity holders. Included in
comprehensive income but not net income are unrealized gains or losses on
marketable securities classified as available-for-sale and unrealized gains or
losses on financial instruments designated as cash flow hedges (Note 4). Also
included in comprehensive income for 2003 is approximately $163 representing the
2003 change in the fair value of plan assets relating to a frozen pension plan
of Victoria Ward assumed by the Company upon acquisition (Note 2). In addition,
one of the Company's unconsolidated affiliates received common stock of a large,
publicly traded real estate company as part of a 1998 transaction. Cumulative
net unrealized losses on such securities through December 31, 2001 were $169,
net of minority interest and were reflected as accumulated equity in other
comprehensive loss of unconsolidated affiliate. During the three months ended
March 31, 2002, all holdings of such stock were sold and the remaining
cumulative unrealized losses pertaining to such stock holdings were realized.
BUSINESS SEGMENT INFORMATION
The primary business of General Growth and its consolidated affiliates is owning
and operating shopping centers. General Growth evaluates operating results and
allocates resources on a property-by-property basis and does not distinguish or
evaluate its consolidated operations on a geographic basis. Accordingly, General
Growth had determined it has a single reportable segment. Further, all
operations are within the United States and no customer or tenant comprises more
than 10% of consolidated revenues.
STOCK INCENTIVE PLANS
General Growth has incentive stock plans to attract and retain officers and key
employees. These plans provide for stock and option grants to employees in the
form of restricted and unrestricted stock grants, options that vest generally
over a fixed period of time (grants pursuant to the 1993 Stock Incentive Plan)
and in the form of threshold-vesting stock options ("TSOs") (grants pursuant to
the 1998 Incentive Plan). The exercise price of the TSOs to be granted to a
participant will be the Fair Market Value ("FMV") of a share of Common Stock on
the date the TSO is granted. The threshold price (the "Threshold Price") which
must be achieved in order for the TSO to vest will be determined by multiplying
the FMV on the date of grant by the Estimated Annual Growth Rate (currently set
at 7%) and compounding the product over a five-year period. Shares of the Common
Stock must achieve and sustain the Threshold Price for at least 20 consecutive
trading days at any time over the five years following the date of grant in
order for the TSO to vest. All TSOs granted will have a term of 10 years but
must vest within 5 years of the grant date in order to avoid forfeiture.
10 of 39
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AND PER UNIT AMOUNTS)
The following is a summary of the TSOs that have been awarded as of March 31,
2003:
TSO GRANT YEAR
2003 2002 2001 2000 1999
---- ---- ---- ---- ----
Exercise price $ 50.31 $ 40.74 $ 34.73 $ 29.97 $ 31.69
Threshold Vesting
Stock Price $ 70.56 $ 57.13 $ 48.70 $ 42.03 $ 44.44
Fair value of options on grant date $ 3.94 $ 3.38 $ 2.21 $ 1.49 $ 1.36
Original Grant Shares 300,000 259,675 329,996 304,349 313,964
Forfeited at March 31, 2003 (10,174) (36,023) (46,341) (70,442) (93,995)
Vested and exchanged for cash
at March 31, 2003 - - (174,461) (171,478) (144,636)
Vested and exercised at March 31, 2003 - - (46,175) (48,700) (43,649)
--------- --------- --------- ---------- ---------
1998 Incentive Plan TSOs outstanding
at March 31, 2003 289,826 223,652 63,019 13,729 31,684
========= ========= ========= ========== =========
During the second quarter of 2002, the Company elected to adopt the fair value
based employee stock-based compensation expense recognition provisions of
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"), prospectively. The Company previously applied the
intrinsic value based expense recognition provisions set forth in APB Opinion
No. 25, "Accounting for Stock Issued to Employees" ("APB 25"). SFAS 123 states
that the adoption of the fair value based method is a change to a preferable
method of accounting. In applying SFAS 123 for fiscal 2003 and 2002, as certain
of the TSOs vested in 2002, the Company recognized approximately $216 and
$3,355, respectively, of additional compensation costs for the three months
ended March 31, 2003 and 2002.
In addition, the transition rules for adoption of SFAS 123 provide that prior
grants of options, whether from 1993 Incentive Plan or the 1998 Incentive Plan,
are accounted for under APB 25. Had compensation costs for such prior grants of
options been recorded under SFAS 123, the Company's net income available to
common stockholders and earnings per share would have been reduced to the
proforma amounts as follows:
THREE MONTHS ENDED MARCH 31,
2003 2002
---- ----
Net income available to common
stockholders as Reported $45,511 $31,434
Add: stock-based compensation
expense recorded for all options granted 1,177 3,371
Deduct: stock-based compensation
expense for all options using SFAS 123 (1,234) (3,455)
------- -------
Pro Forma $45,454 $31,350
======= =======
Earnings per share -- basic
As Reported $ 0.73 $ 0.51
Pro Forma $ 0.73 $ 0.51
Earnings per share -- diluted
As Reported $ 0.72 $ 0.51
Pro Forma $ 0.72 $ 0.51
11 of 39
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AND PER UNIT AMOUNTS)
NOTE 2 PROPERTY ACQUISITIONS AND DEVELOPMENTS
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
(related to the GGP MPTC financing (Note 4)) and from available cash and cash
equivalents. The principal Victoria Ward assets include 65 fee simple acres in
Kakaako, central Honolulu, Hawaii, currently 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
currently has 17 properties subject to ground leases 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 (collectively, the "Victoria Ward Assets"). In 2002
and subsequent years, Victoria Ward will be taxed as a REIT.
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"), by merging
JP Realty and PDC with wholly-owned subsidiaries of the Company, with PDC
surviving the merger and all of its subsidiaries remaining in existence. 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 cumulative preferred operating partnership units in PDC (510,000
Series A 8.75% units redeemable in April 2004, 3,800,000 Series B 8.95% units
redeemable in July 2004 and 320,000 Series C 8.75% units redeemable in May 2005)
which has been included in minority interest-Preferred Units in the accompanying
consolidated financial statements. Each unit of each series of the cumulative
redeemable preferred units in PDC has a liquidation value of $25 per unit and is
convertible at the option of the preferred unit holder in 2009 (2010 for the
Series C Units) into 0.025 shares of a newly created series of General Growth
preferred stock ($1,000 per share base liquidation preference) with payment and
liquidation rights comparable to such preferred unit. Pursuant to the terms of
the merger 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
Preferred Units (Note 1) per unit. Based upon the elections of such holders,
1,426,393 Series B Preferred 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 (two of which were owned through controlling
general partnership interests), 26 anchored community centers (two of which were
owned through controlling general partnership interests), one free-standing
retail property and 6 mixed-use commercial/business properties, containing an
aggregate of over 15,200,000 square feet of GLA in 10 western states
(collectively, the "JP Realty Assets"). The cash portion of the acquisition
price was funded from the net proceeds of certain new mortgage loans, a new
$350,000 acquisition loan (Note 4), and available cash and cash equivalents.
On August 5, 2002, the Operating Partnership acquired from GGP/Homart, the
Prince Kuhio Plaza in Hilo, Hawaii for approximately $39,000. Prince Kuhio
Plaza, which contains approximately 504,000 square feet of GLA, was acquired by
the assumption by the Operating Partnership of the allocated share of the GGP
MPTC financing (Note 4) pertaining to Prince Kuhio Plaza (approximately $24,000)
and the payment to GGP/Homart of $7,500 in cash and $7,500 in the form of a
promissory note. Immediately following the acquisition, GGP/Homart issued a
dividend of $15,000 to its two co-investors, paid in the form of $7,500 in cash
to NYSCRF and the $7,500 promissory note to the Operating Partnership. Upon
receipt of the promissory note as a dividend, the Operating Partnership caused
the promissory note to GGP/Homart to be cancelled.
12 of 39
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AND PER UNIT AMOUNTS)
On August 26, 2002, concurrent with the formation of GGP/Teachers (Note 3), the
Company, through 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 $477,000. Two existing non-recourse loans on Silver City
Galleria, aggregating a total of $75,000 and bearing interest at a rate per
annum of 7.41%, were assumed and three new non-recourse mortgage 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.
On September 13, 2002, the Company acquired Pecanland Mall, an enclosed regional
mall in Monroe, Louisiana, for approximately $72,000. The acquisition was funded
by approximately $22,000 of cash on hand and the assumption of a $50,000
existing non-recourse loan that bears interest at a rate per annum equal to the
sum of 3.0% plus the greater of (i) LIBOR or (ii) 3.5%. The loan is scheduled to
mature in January of 2005 (subject to a right to extend for one additional
year).
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 options to extend are exercised) $65,000 mortgage
loan that bears interest at LIBOR plus 75 basis points.
All acquisitions completed through March 31, 2003 were accounted for utilizing
the purchase method and accordingly, the results of operations are included in
the Company's results of operations from the respective dates of acquisition.
On April 30, 2003, the Company completed the acquisition of Peachtree Mall, an
approximately 811,000 square foot 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
extension options are exercised) and the balance from cash on hand and amounts
borrowed under the Company's credit facilities (Note 4).
DEVELOPMENTS
The Company has an ongoing program of renovations and expansions at its
properties including significant projects currently under construction or
recently completed at Alderwood Mall in Lynnwood (Seattle), Washington;
Altamonte Mall in Altamonte Springs (Orlando), Florida; Tucson Mall in Tucson,
Arizona; and Fallbrook Mall in West Hills (Los Angeles), California.
During 1999, the Company formed the Circle T joint venture to develop a regional
mall in Westlake (Dallas), Texas as further described in Note 3 below. As of
March 31, 2003, the Company had invested approximately $17,758 in the joint
venture. The Company is currently obligated to fund additional pre-development
costs of approximately $673. Total development costs are not finalized or
committed but are anticipated to be funded from a construction loan that is
expected to be obtained. The retail site, part of a planned community which is
expected to contain a resort hotel, a golf course, luxury homes and corporate
offices, is currently planned to contain up to 1.3 million square feet of tenant
space including up to six anchor stores, an ice rink and a multi-screen theater.
The construction project is currently anticipated to be completed in 2005.
On September 23, 2002, the Company commenced construction of the Jordan Creek
Town Center on a 200 acre site in West Des Moines, Iowa. As of March 31, 2003,
the Company had invested approximately $31,929 in the project, including land
costs. Actual development costs are estimated to be approximately $199,000,
which are anticipated to be funded primarily from a construction loan expected
to be obtained
13 of 39
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AND PER UNIT AMOUNTS)
and from current unsecured revolving credit facilities. At completion, currently
scheduled for August 2004, the regional mall is planned to contain up to two
million square feet of tenant space with up to three anchor stores, a hotel and
an amphitheater.
The Company also owns and/or is investigating certain other potential
development sites (representing a net investment of approximately $20,556),
including sites in Toledo, Ohio and South Sacramento, California but there can
be no assurance that development of these sites will proceed.
NOTE 3 INVESTMENTS IN AND LOANS FROM UNCONSOLIDATED AFFILIATES
GGP/HOMART
The Company holds a 50% interest in GGP/Homart with the remaining ownership
interest held by New York State Common Retirement Fund ("NYSCRF"), the Company's
co-investor in GGP/Homart II (described below). At March 31, 2003, GGP/Homart
owned interests in twenty-two regional shopping malls, three of which were owned
jointly with venture partners. During August 2002, as approved by NYSCRF,
GGP/Homart sold the Prince Kuhio Plaza to the Company (Note 2). GGP/Homart has
elected to be taxed as a REIT for income tax purposes. The Company shares in the
profits and losses, cash flows and other matters relating to GGP/Homart in
accordance with its 50% ownership percentage. NYSCRF has an exchange right under
the GGP/Homart Stockholders Agreement which permits it to convert its ownership
interest in GGP/Homart to shares of Common Stock of General Growth. If such
exchange right is exercised, the Company may, at its election, alternatively
satisfy such exchange in cash.
GGP/HOMART II
In November 1999, the Company, together with NYSCRF, formed GGP/Homart II, a
Delaware limited liability company which is owned equally by the Company and
NYSCRF. At March 31, 2003 GGP/Homart II owns ten regional shopping malls, two of
which were acquired in the fourth quarter of 2002. According to the membership
agreement between the venture partners, the Company and NYSCRF share in the
profits and losses, cash flows and other matters relating to GGP/Homart II in
accordance with their respective 50% ownership percentages.
At the time of its formation, GGP/Homart II owned 100% interests in Stonebriar
Centre in Frisco (Dallas), Texas, Altamonte Mall in Altamonte Springs (Orlando),
Florida, Natick Mall in Natick (Boston), Massachusetts, and Northbrook Court in
Northbrook (Chicago), Illinois which were contributed by the Company, and 100%
interests in Alderwood Mall in Lynnwood (Seattle), Washington, Carolina Place in
Charlotte, North Carolina, and Montclair Plaza in Los Angeles, California which
were contributed by NYSCRF. Certain of these seven malls were contributed
subject to existing financing, as modified by any replacement financing,
("Retained Debt") in order to balance the net equity values of the malls
contributed by each of the venture partners. Such contribution arrangements
between the Company and NYSCRF have the effect of the Company having an
additional contingent obligation to fund any shortfalls GGP/Homart II may incur
if the non-recourse debt (approximately $166,000 at March 31, 2003 with a
current maturity of January 2007 assuming all extension options are exercised)
related to Natick Mall is not funded by proceeds from any subsequent sales or
refinancing of Natick Mall.
On closing of the GGP MPTC financing, (as defined and described in Note 4),
approximately $190,000 of the proceeds attributable to GGP/Homart and GGP/Homart
II were loaned, rather than distributed, approximately $95,000 to each of the
Operating Partnership and NYSCRF. The GGP/Homart loan to the Operating
Partnership of approximately $16,596 was repaid in October 2002. The $78,400
loan by GGP/Homart II currently bears interest at a rate per annum of LIBOR plus
135 basis points on the remaining outstanding balance of approximately $51.3
million and is now scheduled to mature on March 31, 2005. During May 2002, an
additional $84,000 was loaned to the Operating Partnership
14 of 39
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AND PER UNIT AMOUNTS)
($24,000 by GGP/Homart and $18,000 by GGP/Homart II), and NYSCRF, in the ratio
of their respective ownership interests. During April 2003, the GGP/Homart loans
were repaid. The GGP/Homart II loans currently bear interest at a rate per annum
of LIBOR plus 135 basis points on the remaining outstanding balance and mature
on March 31, 2005. The Operating Partnership and NYSCRF anticipate repayment of
these loans from future operating distributions from GGP/Homart II.
GGP/TEACHERS
On August 26, 2002, the Company formed GGP/Teachers, 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 GGP/Teachers, Clackamas Town
Center in Portland, Oregon, which was 100% owned by Illinois Teachers, was
contributed to GGP/Teachers. 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,
as described in Note 2. 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 (see Note 4) and bear interest at LIBOR plus 100 basis points.
According to the operating agreement between the venture partners, the Company
and Illinois Teachers generally share in the profits and losses, cash flows and
other matters relating to GGP/Teachers in accordance with their respective 50%
ownership percentages. Also pursuant to the operating agreement, and in exchange
for a reduced initial cash contribution by the Company, approximately $19,488 of
debt related to the properties was deemed to be Retained Debt and therefore,
solely attributable to the Company. The Company would be obligated to fund any
shortfalls of any subsequent sale or refinancing proceeds of the properties
against their respective loan balances to the extent of such Retained Debt.
In addition, on December 19, 2002, Florence Mall in Florence, Kentucky was
acquired by GGP/Teachers 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 extension options).
GGP IVANHOE III
GGP Ivanhoe III owns eight regional shopping malls. GGP Ivanhoe III, which has
elected to be taxed as a REIT, is owned 51% by the Company and 49% by an
affiliate of Ivanhoe Cambridge of Montreal, Quebec, Canada ("Ivanhoe"), which is
also the Company's joint venture partner in GGP Ivanhoe (described below). The
Company and Ivanhoe share in the profits and losses, cash flows and other
matters relating to GGP Ivanhoe III in accordance with their respective
ownership percentages except that certain major operating and capital decisions
(as defined in the stockholders' agreement) require the approval of both
stockholders. Accordingly, the Company is accounting for GGP Ivanhoe III using
the equity method. The stockholders' agreement further provides, among other
things, that any stockholder wishing to sell its stock to a third party must
offer the stock to the other stockholder and, generally after June 30, 2003,
either stockholder may exercise a buy-sell right with the other stockholder with
respect to its stock.
GGP IVANHOE
GGP Ivanhoe owns the Oaks Mall in Gainesville, Florida and Westroads Mall in
Omaha, Nebraska. The Company owns a 51% ownership interest in GGP Ivanhoe and
Ivanhoe owns the remaining 49% ownership interest. The terms of the
stockholders' agreement are similar to those of GGP Ivanhoe III.
15 of 39
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AND PER UNIT AMOUNTS)
TOWN EAST MALL / QUAIL SPRINGS MALL
The Company owns a 50% interest in Town East Mall, located in Mesquite, Texas
and a 50% interest in Quail Springs Mall in Oklahoma City, Oklahoma. The Company
shares in the profits and losses, cash flows and other matters relating to Town
East Mall and Quail Springs Mall in accordance with its ownership percentage.
CIRCLE T
The Company, through a wholly-owned subsidiary, owns a 50% general partnership
interest in Westlake Retail Associates, Ltd. ("Circle T"). AIL Investment, LP,
an affiliate of Hillwood Development Company, ("Hillwood") is the limited
partner of Circle T. Circle T is currently developing the Circle T Ranch Mall, a
regional mall in Dallas, Texas, scheduled for completion in 2005. Development
costs are expected to be funded by a construction loan to be obtained by the
joint venture and capital contributions by the joint venture partners. As of
March 31, 2003, the Company has made contributions of approximately $17,758 to
the project for pre-development costs and Hillwood has contributed approximately
$11,200, mostly in the form of land costs and related pre-development costs. As
certain major decisions concerning Circle T must be made jointly by the Company
and Hillwood, the Company is accounting for Circle T using the equity method.
16 of 39
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AND PER UNIT AMOUNTS)
SUMMARIZED INCOME STATEMENT INFORMATION OF UNCONSOLIDATED REAL ESTATE AFFILIATES
Following is summarized financial information for the Company's Unconsolidated
Real Estate Affiliates as of March 31, 2003 and December 31, 2002 and for the
periods ended March 31, 2003 and 2002.
BALANCE SHEETS -- UNCONSOLIDATED REAL ESTATE AFFILIATES
MARCH 31, 2003 DECEMBER 31, 2002
------------------------ ------------------------
Assets
Land $ 582,609 $ 558,748
Buildings and equipment 5,371,977 5,425,522
Less accumulated depreciation (583,263) (558,148)
Developments in progress 83,922 59,213
------------------------ ------------------------
Net property and equipment 5,455,245 5,485,335
Investment in and loans from Unconsolidated
Real Estate Affiliates 12,331 12,520
------------------------ ------------------------
Net investment in real estate 5,467,576 5,497,855
Cash and cash equivalents 100,441 241,707
Marketable securities - 523
Tenant accounts receivable, net 99,341 91,586
Deferred expenses, net 121,620 60,614
Prepaid expenses and other assets 82,276 70,593
------------------------ -----------------------
Total assets $ 5,871,254 $ 5,962,878
======================== =======================
Liabilities and Stockholders' Equity
Mortgage notes and other debt payable $ 3,961,563 $ 4,074,025
Accounts payable and accrued expenses 283,230 289,535
------------------------ ------------------------
4,244,793 4,363,560
Stockholders' Equity 1,626,461 1,599,318
Total liabilities and stockholders' equity $ 5,871,254 $ 5,962,878
======================== =======================
(*) At March 31, 2003 and December 31, 2002, amounts reflected as development in
progress includes approximately $28,958 and $28,563, respectively, of assets of
the Circle T joint venture.
17 of 39
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AND PER UNIT AMOUNTS)
STATEMENTS OF OPERATIONS -- UNCONSOLIDATED REAL ESTATE AFFILIATES
THREE MONTHS ENDED
MARCH 31,
2003 2002
---------------- ----------------
Revenues:
Minimum rents $ 145,069 $ 107,275
Tenant recoveries 72,499 53,242
Overage rents 1,926 2,218
Other 2,495 1,400
---------------- ----------------
Total revenues 221,989 164,135
Expenses:
Real estate taxes 21,201 15,939
Repairs and maintenance 17,011 12,326
Marketing 7,438 4,068
Other property operating costs 29,280 22,858
Provision for doubtful accounts 362 1,452
Property management and other costs 12,601 9,679
General and administrative 242 187
Depreciation and amortization 42,558 31,574
---------------- ----------------
Total expenses 130,693 98,083
Operating income 91,296 66,052
Interest income 1,099 3,593
Interest expense (47,540) (40,269)
Equity in income of unconsolidated real estate affiliates 1,063 853
---------------- ----------------
Net Income $ 45,918 $ 30,229
================ ================
18 of 39
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AND PER UNIT AMOUNTS)
NOTE 4 MORTGAGE NOTES AND OTHER DEBT PAYABLE
Consolidated mortgage notes and other debt payable at March 31, 2003 and
December 31, 2002 consisted of the following:
MARCH 31, 2003 DECEMBER 31, 2002
Fixed-Rate debt:
Mortgage notes payable $ 2,527,419 $ 2,523,701
Variable-Rate debt:
Mortgage notes payable 1,434,118 1,472,310
Credit facilities and bank loan 570,000 596,300
--------------------- ---------------------
Total Variable-Rate debt 2,004,118 2,068,610
--------------------- ---------------------
Total $ 4,531,537 $ 4,592,311
===================== =====================
FIXED RATE DEBT
MORTGAGE NOTES AND OTHER DEBT PAYABLE
Mortgage notes and other debt payable consist primarily of fixed rate
non-recourse notes collateralized by individual or groups of properties or
equipment. Also included in mortgage notes and other debt payable are $100,000
of ten-year senior unsecured notes, bearing interest at a fixed rate of 7.29%
per annum, which were issued by PDC in March 1998 and were assumed by the
Company in conjunction with the acquisition of JP Realty (Note 2). Interest
payments on these notes are due semi-annually on March 11 and September 11 of
each year and principal payments of $25,000 are due annually beginning March
2005. The fixed rate notes bear interest ranging from 1.81% to 10.00% per annum
(weighted average of 6.42% per annum), and require monthly payments of principal
and/or interest. Certain properties are pledged as collateral for the related
mortgage notes. Substantially all of the mortgage notes payable as of March 31,
2003 are non-recourse to the Company. Certain mortgage notes payable may be
prepaid but are generally subject to a prepayment penalty equal to a
yield-maintenance premium or a percentage of the loan balance. Certain loans
have cross-default provisions and are cross-collateralized. Under certain
cross-default provisions, a default under any mortgage notes included in a
cross-defaulted package may constitute a default under all such mortgage notes
and may lead to acceleration of the indebtedness due on each property within the
collateral package. In general, the cross-defaulted properties are under common
ownership. However, GGP Ivanhoe debt collateralized by two GGP Ivanhoe centers
(totaling $125,000) is cross-defaulted and cross-collateralized with debt
(totaling $435,000) collateralized by eleven Wholly-Owned Centers.
VARIABLE RATE DEBT
MORTGAGE NOTES AND OTHER DEBT PAYABLE
Variable rate mortgage notes and other debt payable at March 31, 2003 consist
primarily of $850,505 of collateralized mortgage-backed securities,
approximately $665,614 of which is currently subject to fixed rate interest swap
agreements as described below, and $149,500 of which is outstanding under the
Company's Term Loan as described below. The loans bear interest at a rate per
annum equal to LIBOR plus 60 to 250 basis points.
19 of 39
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AND PER UNIT AMOUNTS)
COMMERCIAL MORTGAGE-BACKED SECURITIES
In early December 2001, the Operating Partnership and certain Unconsolidated
Real Estate Affiliates completed the placement of $2,550,000 of non-recourse
commercial mortgage pass-through certificates (the "GGP MPTC"). At inception,
the GGP MPTC was collateralized by 27 malls and one office building, including
19 malls owned by certain Unconsolidated Real Estate Affiliates. During February
2003, GGP/Homart repaid approximately $65,000 and the West Oaks Mall was removed
from the collateralized group of properties. The GGP MPTC is comprised of both
variable rate and fixed rate notes which require monthly payments of principal
and interest. The certificates represent beneficial interests in three loan
groups made by three sets of borrowers (GGP/Homart-GGP/Homart II, Wholly-Owned
and GGP Ivanhoe III). The original principal amount of the GGP MPTC was
comprised of $1,235,000 attributed to the Operating Partnership, $900,000 to
GGP/Homart and GGP/Homart II and $415,000 to GGP Ivanhoe III. The three loan
groups are comprised of variable rate notes with a 36 month initial maturity
(with two no cost 12 month extension options), variable rate notes with a 51
month initial maturity (with two no cost 18 month extension options) and fixed
rate notes with a 5 year maturity. The 36 month variable rate notes bear
interest at rates per annum ranging from LIBOR plus 60 to 235 basis points
(weighted average equal to 79 basis points), the 51 month variable rate notes
bear interest at rates per annum ranging from LIBOR plus 70 to 250 basis points
(weighted average equal to 103 basis points) and the 5 year fixed rate notes
bear interest at rates per annum ranging from approximately 5.01% to 6.18%
(weighted average equal to 5.38%). The extension options with respect to the
variable rate notes are subject to obtaining extensions of the interest rate
protection agreements which were required to be obtained in conjunction with the
GGP MPTC. The GGP MPTC yielded approximately $470,000 of net proceeds (including
amounts attributed to the Unconsolidated Real Estate Affiliates) which were
utilized for other loan repayments and temporary investments in cash equivalents
and marketable securities. On closing of the GGP MPTC financing, approximately
$94,996 of such proceeds attributable to GGP/Homart and GGP/Homart II were
loaned to the Operating Partnership. The $16,596 loan by GGP/Homart was repaid
by the Operating Partnership in October 2002. The $78,400 loan by GGP/Homart II
currently bears interest at a rate per annum of LIBOR plus 135 basis points on
the remaining outstanding balance and is currently scheduled to mature on March
31, 2005 (Note 3).
Concurrent with the issuance of the certificates, the Company purchased interest
rate protection agreements (structured to limit the Company's exposure to
interest rate fluctuations), and simultaneously an equal amount of interest rate
protection agreements were sold to fully offset the effect of these agreements
and to recoup a substantial portion of the cost of such agreements. Further, to
achieve a more desirable balance between fixed and variable rate debt, the
Company entered into $666,933 of swap agreements. Approximately $575,000 of such
swap agreements are with independent financial services firms and approximately
$90,790 is with GGP Ivanhoe III to provide Ivanhoe with only variable rate debt
(see Note 4). The notional amounts of such swap agreements decline over time to
an aggregate of $25,000 at maturity of the 51 month variable rate loans
(assuming both 18 month extension options are exercised). The swap agreements
convert the related variable rate debt to fixed rate debt currently bearing
interest at a weighted average rate of 4.85% per annum. Such swap agreements
have been designated as hedges of related variable rate debt.
Statement No. 133 "Accounting of Derivative Instruments and Hedging Activities"
("Statement 133"), as amended, was adopted by the Company on January 1, 2001.
The Company's only hedging activities are the cash flow hedges represented by
its interest rate cap and swap agreements relating to its commercial
mortgage-backed securities as described above. These agreements either place a
limit on the effective rate of interest the Company will bear on such variable
rate obligations or fix the effective interest rate on such obligations to a
certain rate. The Company has concluded that these agreements are highly
effective in achieving its objective of reducing its exposure to variability in
cash flows relating to these variable rate obligations in any interest rate
environment for loans subject to swap agreements and for loans with related cap
agreements, when LIBOR rates exceed the strike rates of the agreements. However,
Statement 133
20 of 39
GENERAL GROWTH PROPERTIES, INC.
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AND PER UNIT AMOUNTS)
also requires that the Company fair value the interest rate cap and swap
agreements as of the end of each reporting period. In conjunction with the GGP
MPTC financing, certain caps were purchased and sold. These purchased and sold
caps do not qualify for hedge accounting and changes in the fair values of these
agreements are reflected in interest expense. Finally, certain interest rate
swap agreements were entered into with the objective of fixing the interest
rates on a portion of the GGP MPTC financing. These swap agreements have been
designated as cash flow hedges on $665,614 of the Company's consolidated
variable rate debt. For the three months ended March 31, 2003, the Company has
recorded approximately $79 of other comprehensive gain due to the current fair
value of such swap agreements.
CREDIT FACILITIES
In conjunction with the acquisition of JP Realty, an existing $200,000 unsecured
credit facility (the "PDC Credit Facility") with a balance of approximately
$120,000 was assumed. At March 31, 2003 and December 31, 2002 approximately
$110,000 and $130,000, respectively, was outstanding on the PDC Credit Facility,
all of which was repaid in April 2003 with a new credit facility described
below. The PDC Credit Facility had a scheduled maturity of July 2003 and bore
interest at the option of the Company at (i) the higher of the federal funds
rate plus 50 basis points or the prime rate of Bank One, NA, or (ii) LIBOR plus
a spread of 85 to 145 basis points as determined by PDC's credit rating.
In March 2003, the Company reached a preliminary agreement with a group of banks
to establish a new revolving credit facility and term loan (the "2003 Credit
Facility"). The 2003 Credit Facility was finalized in April 2003 with initial
borrowing availability of approximately $779,000 (which may potentially be
increased to approximately $1,000,000). At closing, approximately $619,000 was
borrowed under the 2003 Credit Facility, which has a term of three years and
provides for partial amortization of the principal balance of the term loan in
the second and third years. The proceeds were used to repay and consolidate
existing financing including amounts due on the PDC Credit Facility, the Term
Loan and the JP Realty acquisition loan. Amounts borrowed under the 2003 Credit
Facility bear interest at a rate per annum of LIBOR plus 100 to 175 basis points
depending upon the Company's leverage ratio. As of April 30, 2003, the
applicable interest rate was 2.64%.
INTERIM FINANCING
In July 2002, in conjunction with the JP Realty acquisition, the Company
obtained a new $350,000 loan from a group of banks. The loan, with an
outstanding principal balance of $275,000 at March 31, 2003, was repaid in April
2003 with proceeds from the 2003 Credit Facility described above. The loan bore
interest at a rate per annum equal to LIBOR plus 150 basis points and was
scheduled to mature on July 9, 2003.
During August 2002, the Company, through Victoria Ward, arranged for an
aggregate of $150,000 in loans from two separate groups of banks. On August 23,
2002, the Company borrowed an initial $80,000 and, on September 19, 2002, the
Company borrowed an additional $70,000. The two-year loans provide for quarterly
partial amortization of principal, bear interest at a rate per annum of LIBOR
plus 100 basis points, and require the remaining balance to be paid at maturity
(unless extended, under certain conditions, for an additional six months).
CONSTRUCTION LOAN
In connection with the acquisition of JP Realty, the Company assumed a $47,340
construction loan of Spokane Mall Development Company Limited Partnership, and a
$50,000 construction loan of Provo Mall Development Company, Ltd., in both of
which PDC is the general partner. The loans, which bore interest at a rate per
annum of LIBOR plus 150 basis points, were scheduled to mature in July 2003 but
were replaced in January 2003 with a new long-term non-recourse mortgage loan.
The new loan, allocated $53,000 to the
21 of 39
GENERAL GROWTH PROPERTIES, INC.
(Dollars in thousands, except for per share and per unit amounts)
Provo Mall and $42,000 to the Spokane Mall, is collateralized by the two malls,
bears interest at a rate per annum of 4.42% and matures in February 2008.
LETTERS OF CREDIT
As of March 31, 2003 and December 31, 2002, the Operating Partnership had
outstanding letters of credit of $10,569 and $12,104, respectively, primarily in
connection with special real estate assessments and insurance requirements.
NOTE 5 DISTRIBUTIONS PAYABLE
The following is a chart of the previous common and preferred distributions for
the Company paid in 2003 and 2002. As described in Note 1, General Growth's
preferred stock dividends to its preferred stockholders were in the same amount
as the Operating Partnership's distributions to General Growth on the same dates
with respect to the Preferred Units held by General Growth.
COMMON DISTRIBUTIONS
--------------------------------------------------------------------------------------------------------
GENERAL OPERATING
GROWTH PARTNERSHIP
DECLARATION AMOUNT PER RECORD PAYMENT STOCKHOLDERS LIMITED PARTNERS
DATE SHARE DATE DATE AMOUNT AMOUNT
---- ----- ---- ---- ------ ------
03/14/03 $ 0.72 04/03/03 04/30/03 $ 45,230 $ 13,994
12/12/02 0.72 01/06/03 01/31/03 44,937 14,080
09/17/02 0.72 10/04/02 10/31/02 44,889 14,085
06/17/02 0.65 07/05/02 07/31/02 40,440 12,722
03/21/02 0.65 04/15/02 04/30/02 40,346 12,722
12/10/01 0.65 01/14/02 01/31/02 40,266 12,722
PREFERRED DISTRIBUTIONS
------------------------------------------------
RECORD PAYMENT AMOUNT PER
DATE DATE SHARE
---- ---- -----
04/03/03 04/15/03 $ 0.4531
01/06/03 01/15/03 0.4531
10/04/02 10/15/02 0.4531
07/05/02 07/15/02 0.4531
04/05/02 04/15/02 0.4531
01/04/02 01/15/02 0.4531
NOTE 6 COMMITMENTS AND CONTINGENCIES
In the normal course of business, from time to time, the Company is involved in
legal actions related to the ownership and operations of its properties. In
management's opinion, the liabilities, if any, that may ultimately result from
such legal actions are not expected to have a material adverse effect on the
consolidated financial position, results of operations or liquidity of the
Company.
The Company leases land or buildings at certain properties from third parties.
Consolidated rental expense including participation rent related to these leases
was $726 and $264 for the three months ended March 31, 2003 and 2002,
respectively. The leases generally provide for a right of first refusal in favor
of the Company in the event of a proposed sale of the property by the landlord.
22 of 39
GENERAL GROWTH PROPERTIES, INC.
(Dollars in thousands, except for per share and per unit amounts)
The Company periodically enters into contingent agreements of the acquisition of
properties. Each acquisition is subject to satisfactory completion of due
diligence and, in the case of developments, completion of the project.
NOTE 7 MCCRELESS MALL
On March 31, 2003, the Company sold McCreless Mall in San Antonio, Texas for
aggregate consideration of $15,000 (which was paid in cash at closing). The
Company recorded a gain of approximately $4,000 for financial reporting purposes
on the sale of the mall. McCreless Mall was purchased in 1998 as part of a
portfolio of eight shopping centers. Pursuant to SFAS 144, the Company has
reclassified the operations of McCreless Mall (approximately $859 in revenues
and $292 in net income in the three months ended March 31, 2003 and
approximately $1,002 in revenues and $442 in net income in the three months
ended March 31, 2002, respectively) to discontinued operations for the 2003 and
2002 consolidated financial statements.
NOTE 8 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In February 2002, the FASB announced the rescission of Statement No. 4,
"Reporting Gains and Losses from Extinguishment of Debt". Generally, such
rescission has the effect of suspending the treatment of debt extinguishment
costs as extraordinary items. The rescission is effective for the year ended
December 31, 2003. Accordingly, in the comparative statements presented in 2003,
the Company has reclassified to other interest costs approximately $32 of debt
extinguishment costs recorded in the three months ended March 31, 2002 that had
been classified under previous accounting standards as extraordinary items.
In June 2002, the FASB issued Statement No. 146 "Accounting for Costs Associated
with Exit or Disposal Activities" ("Statement No. 146"). Statement No. 146
requires that the costs associated with exit or disposal activity be recognized
and measured at fair value when the liability is incurred. The provisions of
Statement No. 146 are effective for exit or disposal activities initiated after
December 31, 2002. The implementation of Statement No. 146 in 2003 did not have
a significant impact on the Company's reported financial results.
On November 25, 2002, the FASB published Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 prescribes the
disclosures to be made by a guarantor in its interim and annual financial
statements about obligations under certain guarantees it has issued. FIN 45 also
reaffirms that a guarantor is required to recognize, at the inception of a
guarantee, a liability for the fair value of the obligation undertaken in
issuing the guarantee. The initial recognition and initial measurement
provisions of FIN 45 are applicable on a prospective basis to guarantees issued
or modified after December 31, 2002. The disclosure requirements of FIN 45 were
effective for the Company's December 31, 2002 consolidated financial statements.
As the Company does not typically issue guarantees on behalf of its
unconsolidated affiliates or other third parties, the adoption of FIN 45 did not
have a significant impact on the Company's financial statements or disclosures.
In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities" to improve financial reporting of
special purpose and other entities. Certain variable interest entities that are
qualifying special purpose entities will not be required to be consolidated
under the provisions of FIN 46. In addition, FIN 46 expands the disclosure
requirements for the beneficiary of a significant or a majority of the variable
interests to provide information regarding the nature, purpose and financial
characteristics of the entities. The Company has certain special purpose
entities, primarily created to facilitate the issuance of its commercial
mortgage-backed securities (Note 4). Because these special purpose entities are
qualifying special purpose entities, which are exempted from consolidation, the
Company does not believe these special purpose entities will require
consolidation in its financial
23 of 39
GENERAL GROWTH PROPERTIES, INC.
(Dollars in thousands, except for per share and per unit amounts)
statements when FIN 46 is required to be adopted in the Company's third quarter
2003 interim financial statements.
On April 30, 2003 the FASB issued Statement No. 149 ("SFAS 149"), "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities". SFAS 149 amends
and clarifies accounting for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities
under Statement 133. In particular, this Statement clarifies under what
circumstances a contract with an initial net investment meets the characteristic
of a derivative as discussed in Statement 133 and it clarifies when a derivative
contains a financing component that warrants special reporting in the statement
of cash flows. SFAS 149 is effective for contracts entered into or modified
after June 30, 2003 and for hedging relationships designated after June 30, 2003
and is to be applied prospectively. The Company has not yet completed its
analysis of SFAS 149 and therefore the effect on the Company's consolidated
financial statements of the implementation of SFAS 149 when effective has not
yet been determined.
24 of 39
GENERAL GROWTH PROPERTIES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
All references to numbered Notes are to specific footnotes to the Consolidated
Financial Statements of the Company included in this quarterly report and which
descriptions are hereby incorporated herein by reference. The following
discussion should be read in conjunction with such Consolidated Financial
Statements and related Notes. Capitalized terms used, but not defined, in this
Management's Discussion and Analysis of Financial Condition and Results of
Operations have the same meanings as in such Notes.
FORWARD LOOKING INFORMATION
Certain statements contained in this Quarterly Report on Form 10-Q may include
certain forward-looking information statements, within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, including (without limitation) statements with
respect to anticipated future operating and financial performance, growth and
acquisition opportunities and other similar forecasts and statements of
expectation. Words such as "expects", "anticipates", "intends", "plans",
"believes", "seeks", "estimates" and "should" and variations of these words and
similar expressions, are intended to identify these forward-looking statements.
Forward-looking statements made by the Company and its management are based on
estimates, projections, beliefs and assumptions of management at the time of
such statements and are not guarantees of future performance. The Company
disclaims any obligation to update or revise any forward-looking statement based
on the occurrence of future events, the receipt of new information or otherwise.
Actual future performance, outcomes and results may differ materially from those
expressed in forward-looking statements made by the Company and its management
as a result of a number of risks, uncertainties and assumptions. Representative
examples of these factors include (without limitation) general industry and
economic conditions, interest rate trends, cost of capital and capital
requirements, availability of real estate properties, inability to consummate
acquisition opportunities, competition from other companies and venues for the
sale/distribution of goods and services, changes in retail rental rates in the
Company's markets, shifts in customer demands, tenant bankruptcies or store
closures, changes in vacancy rates at the Company's properties, changes in
operating expenses, including employee wages, benefits and training,
governmental and public policy changes, changes in applicable laws, rules and
regulations (including changes in tax laws), the ability to obtain suitable
equity and/or debt financing, and the continued availability of financing in the
amounts and on the terms necessary to support the Company's future business.
USE OF ESTIMATES AND CRITICAL ACCOUNTING POLICIES
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. These estimates and assumptions affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Critical accounting policies
are those that are both significant to the overall presentation of the Company's
financial condition and results of operations and require management to make
difficult, complex or subjective judgments. For example, significant estimates
and assumptions have been made with respect to useful lives of assets,
capitalization of development and leasing costs, recoverable amounts of
receivables and deferred taxes and initial valuations and related amortization
periods of deferred costs and intangibles, particularly with respect to property
acquisitions, as further discussed below. Actual results could differ from those
estimates for a variety of reasons, certain of which are discussed below. The
Company's critical accounting policies have not changed during 2003 or 2002,
25 of 39
GENERAL GROWTH PROPERTIES, INC.
except for the election, during the second quarter of 2002, to adopt the fair
value based employee stock-based compensation expense recognition provisions of
SFAS 123, as discussed in Note 1.
INITIAL VALUATIONS AND ESTIMATED USEFUL LIVES OR AMORTIZATION PERIODS FOR
PROPERTY AND INTANGIBLES: Upon acquisition of an investment property, the
Company makes an initial assessment of the initial valuation and composition of
the assets and liabilities acquired. These assessments consider fair values of
the respective assets and liabilities and are determined based on estimated
future cash flows using appropriate discount and capitalization rates. The
estimated future cash flows that are used for this analysis reflect the
historical operations of the property, known trends and changes expected in
current market and economic conditions which would impact the property's
operations, and the Company's plans for such property. These estimates of cash
flows were particularly important in 2002 given the application of SFAS 141 and
142 (Note 1) for the allocation of purchase price between land, buildings and
improvements and other identifiable intangibles. If events or changes in
circumstances concerning the property occur, this may indicate that the carrying
values or amortization periods of the assets and liabilities may need to be
adjusted. The resulting recovery analysis also depends on an analysis of future
cash flows to be generated from the property's assets and liabilities. Changes
in the Company's overall plans and its views on current market and economic
conditions may have a significant impact on the resulting estimated future cash
flows of a property that are analyzed for these purposes. As the resulting cash
flows are, under current accounting standards, the basis for the carrying values
of the assets and liabilities and any subsequent impairment losses recognized,
the impact of these estimates on the Company's operations could be substantial.
For example, the net consolidated carrying value of the land, buildings and
other assets, net of identifiable intangible liabilities, at December 31, 2002
for acquisitions completed by the Company in 2002 was approximately $1.6
billion.
RECOVERABLE AMOUNTS OF RECEIVABLES AND DEFERRED TAXES: The Company makes
periodic assessments of the collectability of receivables and the recoverability
of deferred taxes based on a specific review of the risk of loss on specific
accounts or amounts. This analysis places particular emphasis on past-due
accounts and considers information such as, among other things, the nature and
age of the receivables, the payment history and financial condition of the
debtor and the basis for any disputes or negotiations with the debtor. The
resulting estimate of any allowance or reserve related to the recovery of these
items is subject to revision as these factors change and is sensitive to the
effects of economic and market conditions on such debtors.
CAPITALIZATION OF DEVELOPMENT AND LEASING COSTS: The Company has historically
capitalized the costs of development and leasing activities of its properties.
These costs are incurred both at the property location and at the regional and
corporate office level. The amount of capitalization depends, in part, on the
identification of certain activities to specific projects and lease proposals.
The amount of costs capitalized and the recovery of such costs depends upon the
ability to make such specific identifications or justifiable allocations.
Differences in methodologies of cost identifications and documentation, as well
as differing assumptions as to the time incurred on different projects, can
yield significant differences in the amounts capitalized.
CERTAIN INFORMATION ABOUT THE COMPANY PORTFOLIO
As of March 31, 2003, the Company owns 100% of the Wholly-Owned Centers, 50% of
the common stock of GGP/Homart, 50% of the membership interests in GGP/Homart
II, 50% of the membership interests in GGP/Teachers, 51% of the common stock of
GGP Ivanhoe, 51% of the common stock of GGP Ivanhoe III and 50% of Quail Springs
Mall and Town East Mall. GGP/Homart owns interests in twenty-two shopping
centers, GGP/Homart II owns interests in eight shopping centers, GGP/Teachers
owns interests in five shopping centers, GGP Ivanhoe owns interests in two
shopping centers and GGP Ivanhoe III owns interests in eight shopping centers
(collectively, with the Wholly-Owned Centers, Quail Springs Mall and Town East
26 of 39
GENERAL GROWTH PROPERTIES, INC.
Mall, the "Company Portfolio"). The following data on the Company Portfolio is
for 100% of the non-anchor GLA of the centers, excluding centers currently being
redeveloped and/or remerchandised.
On March 31, 2003, the Mall Store and Freestanding Store portions of the centers
in the Company Portfolio which were not undergoing significant redevelopment
were approximately 90.4% occupied as of such date, representing a 1.3% increase
in the occupancy percentage from that which existed on March 31, 2002.
Total annualized Mall Store sales averaged $345 per square foot for the Company
Portfolio in the three months ended March 31, 2003. In the three months ended
March 31, 2003, total Mall Store sales for the Company Portfolio increased by
4.0% over the same period in 2002. Comparable Mall Store sales are sales of
those tenants that were open the previous 12 months. Therefore, Comparable Mall
Store sales in the three months ended March 31, 2003 are of those tenants that
were operating in the three months ended March 31, 2003. Comparable Mall Store
sales in the three months ended March 31, 2003 decreased by 0.7% as compared to
the same period in 2002.
The average Mall Store rent per square foot from leases that expired in the
three months ended March 31, 2003 was $26.70. The Company Portfolio benefited
from increasing rents inasmuch as the average Mall Store rent per square foot on
new and renewal leases executed during this same period was $32.90.
Company revenues are primarily derived from tenants in the form of fixed minimum
rents, overage rents and recoveries of operating expenses. Inasmuch as the
Company's consolidated financial statements reflect the use of the equity method
to account for its investments in GGP/Homart, GGP/Homart II, GGP/Teachers, GGP
Ivanhoe, GGP Ivanhoe III, Quail Springs Mall and Town East Mall, the discussion
of results of operations of the Company below relates primarily to the revenues
and expenses of the Wholly-Owned Centers and GGMI. In addition, the Victoria
Ward Assets were acquired in May 2002, the JP Realty Assets were acquired in
July 2002, Prince Kuhio Plaza was acquired in August 2002, Pecanland Mall was
acquired in September 2002, and Southland Mall was acquired in December 2002.
The effect of acquisitions in the following discussions includes the effects of
all these transactions.
RESULTS OF OPERATIONS OF THE COMPANY
THREE MONTHS ENDED MARCH 31, 2003 AND MARCH 31, 2002
Total revenues for the three months ended March 31, 2003 were $273.9 million,
which represents an increase of $70.8 million or approximately 34.9% from $203.1
million in the three months ended March 31, 2002. Minimum rent for the three
months ended March 31, 2003 was $169.7 million, which represents an increase of
$50.8 million or 42.7% from $118.9 million in the comparable period in 2002. The
effect of acquisitions comprised $39.2 million of such increase in minimum rents
and the remainder was due primarily to base rents on expansion space and
specialty leasing increases at the comparable centers (properties owned for the
entire time during the three months ended March 31, 2002 and 2003). Fees and
Other income increased by a net $4.6 million or 20.9% from $22.0 million to
$26.6 million for the three months ended March 31, 2003 primarily due to
increases in leasing activity and additional properties generating such fees in
2003 due to acquisitions in the second half of 2002.
Total expenses, including depreciation and amortization, increased by
approximately $45.9 million or 38.8%, from $118.2 million in the three months
ended March 31, 2002 to $164.1 million in the three months ended March 31, 2003.
For the three months ended March 31, 2003, other property operating expenses
increased by $9.4 million or 37.0% from $25.4 million in 2002 to $34.8 million
in the first quarter of 2003, approximately $6.7 million of which was
attributable to the effect of acquisitions. The remainder was primarily due to
increased insurance expense at the comparable centers. For the three months
ended March 31, 2003, property management and other costs increased by $7.5
million or 39.2% from $19.1 million in 2002 to $26.6 million in the first
quarter of 2003. Such increases were primarily
27 of 39
GENERAL GROWTH PROPERTIES, INC.
attributable to increased staffing due to acquisitions and increased salary and
other compensation expense in 2003 for such management activity. Depreciation
and amortization increased by $13.6 million or 35.5% over the same period in
2003. The majority of the increase in depreciation and amortization was
generated by effect of acquisitions. Interest expense for the three months ended
March 31, 2003 was $60.7 million, an increase of $12.5 million or 25.9%, from
$48.2 million in the three months ended March 31, 2002. This increase was due to
acquisitions (which were responsible for an increase of approximately $6.8
million) and increased debt at the comparable centers.
Equity in net income of unconsolidated affiliates in the three months ended
March 31, 2003 increased by approximately $9.1 million to earnings of $22.3
million in 2003, from $13.2 million in the three months ended March 31, 2002
primarily due to earnings of approximately $4.5 million from GGP/Teachers, an
unconsolidated affiliate formed in August 2002 (Note 3). In addition, the
Company's equity in the net income of GGP/Homart II increased approximately $2.4
million, primarily due to the acquisition of Glendale Galleria and First Colony
Mall during the fourth quarter of 2002. The Company's equity in the net income
of GGP/Homart resulted in an increase in earnings of approximately $1.2 million
for the three months ended March 31, 2003 primarily due to increases in the
operations of comparable centers and the purchase in December, 2002, of the 50%
interest that it did not own in The Woodlands Mall in Houston, Texas.
LIQUIDITY AND CAPITAL RESOURCES OF THE COMPANY
As of March 31, 2003, the Company held approximately $24.2 million of
unrestricted cash, cash equivalents and marketable securities. The Company uses
operating cash flow as the principal source of internal funding for short-term
liquidity and capital needs such as tenant construction allowances and minor
improvements made to individual properties that are not recoverable through
common area maintenance charges to tenants. External funding alternatives for
longer-term liquidity needs such as acquisitions, new development, expansions
and major renovation programs at individual centers include construction loans,
mini-permanent loans, long-term project financing, joint venture financing with
institutional partners, additional Operating Partnership level or Company level
equity investments and unsecured Company level debt or secured loans
collateralized by individual shopping centers. In this regard, the Company
assumed, in conjunction with the acquisition of JP Realty, a then existing
unsecured credit facility (the "PDC Credit Facility") with a total available
commitment of $200 million and with an outstanding balance of approximately $120
million on acquisition. The balance on the PDC Credit Facility was approximately
$110 million at March 31, 2003. The PDC Credit Facility, which was repaid and
terminated in April 2003 as discussed below, was scheduled to mature in July
2003 and bore interest at the option of the Company at (i) the higher of the
federal funds rate plus 50 basis points or the prime rate of Bank One, NA, or
(ii) LIBOR plus a spread of 85 to 145 basis points as determined by PDC's credit
rating. As of March 31, 2003, the Company believes it is in compliance with any
restrictive covenants (Note 4) contained in its various financing arrangements.
In addition, the Company considers its Unconsolidated Real Estate Affiliates as
potential sources of short and long-term liquidity. In this regard, the Company
has net borrowings (in place of distributions) at March 31, 2003 of
approximately $4.7 million and $69.3 million from GGP/Homart and GGP/Homart II,
respectively. The $4.7 million loan from GGP/Homart was repaid in April 2003.
The $69.3 million currently borrowed from GGP/Homart II bears interest at a rate
per annum of LIBOR plus 135 basis points, and is due March 31, 2005. Such loaned
amounts are substantially all of the GGP/Homart and GGP/Homart II net proceeds
of the GGP MPTC and other recent financings and have been and are expected to be
fully repaid from future operating distributions from GGP/Homart and GGP/Homart
II (Note 3). Also, in order to maintain its access to the public equity and debt
markets, the Company has a currently effective shelf registration statement
under which up to $2 billion in equity or debt securities may be issued from
time to time. Finally, in April 2003, the Company obtained a revolving credit
facility and term loan as described below.
28 of 39
GENERAL GROWTH PROPERTIES, INC.
As of March 31, 2003, the Company had consolidated debt of approximately $4.5
billion, of which approximately $3.2 billion is comprised of debt bearing
interest at fixed rates (after taking into effect certain interest rate swap
agreements described below), with the remaining approximately $1.3 billion
bearing interest at variable rates. In addition, the Company's pro rata share of
the debt of the Unconsolidated Real Estate Affiliates was approximately $2.1
billion, of which approximately $1.1 billion is comprised of debt bearing
interest at fixed rates (after taking into effect certain interest rate swap
agreements), with the remaining approximately $1.0 billion bearing interest at
variable rates. Except in instances where certain Wholly-Owned Centers are
cross-collateralized with the Unconsolidated Centers, or the Company has
retained a portion of the debt of a property when contributed to an
Unconsolidated Real Estate Affiliate (Note 3), the Company has not otherwise
guaranteed the debt of the Unconsolidated Real Estate Affiliates. Reference is
made to Notes 5 and 12 and Items 2 and 7A of the Company's Annual Report on Form
10-K for additional information regarding the Company's debt and the potential
impact on the Company of interest rate fluctuations.
29 of 39
GENERAL GROWTH PROPERTIES, INC.
At March 31, 2003, the Company had direct or indirect ("pro rata") mortgage and
other debt of approximately $6.6 billion (excluding a market value purchase
price adjustment of debt of approximately $6.1 million related to the JP Realty
acquisition and reducing the debt of certain consolidated former JP Realty
ventures by approximately $24.4 million to reflect the minority partners' share
of such debt). The ratio of pro rata variable rate debt to total pro rata debt
and preferred stock and preferred Operating Partnership Units was 31.5% at March
31, 2003. The following table reflects the maturity dates of the Company's pro
rata debt and the related interest rates, after the effect of the current swap
agreements of the Company as described in Note 4.
COMPANY PORTFOLIO DEBT
MATURITY AND CURRENT AVERAGE INTEREST RATE SUMMARY(a)
AS OF MARCH 31, 2003
(Dollars in Thousands)
WHOLLY-OWNED UNCONSOLIDATED COMPANY
CENTERS CENTERS(b) PORTFOLIO DEBT
----------------------- ---------------------- --------------------
CURRENT CURRENT
AVERAGE AVERAGE AVERAGE
MATURING INTEREST MATURING INTEREST MATURING INTEREST
YEAR AMOUNT(a) RATE(c) AMOUNT(a) RATE(c) AMOUNT(a) RATE(c)
---- ------------ --------- ----------- -------- ----------- --------
2003 $ 534,806 2.73% $ 187,819 4.25% $ 722,625 3.12%
2004 484,684 4.74% 87,971 4.95% 572,655 4.77%
2005 387,000 4.87% 109,903 5.77% 496,903 5.07%
2006 688,348 5.58% 418,245 4.50% 1,106,593 5.17%
2007 486,816 4.90% 561,960 2.49% 1,048,776 3.61%
Subsequent 1,919,340 6.27% 755,867 5.49% 2,675,207 6.04%
------------ ----- ----------- ----- ----------- ------
Total $ 4,500,994 5.31% $ 2,121,765 4.38% $ 6,622,759 5.01%
============ ====== =========== ====== =========== ======
Variable Rate $ 1,338,505 2.65% $ 1,014,148 2.22% $ 2,352,653 2.46%
Fixed Rate 3,162,489 6.44% 1,107,617 6.36% 4,270,106 6.42%
------------ ------ ----------- ------ ------------ ------
Total $ 4,500,994 5.31% $ 2,121,765 4.38% $ 6,622,759 5.01%
============ ====== =========== ====== =========== ======
(a) Excludes principal amortization.
(b) Unconsolidated properties debt reflects the Company's share of
debt (either retained (Note 3) or based on its respective equity
ownership interests in the Unconsolidated Real Estate
Affiliates) relating to the properties owned by the
Unconsolidated Real Estate Affiliates.
(c) For variable rate loans, the interest rate reflected is the
actual annualized weighted average rate for the variable rate
debt outstanding during the three months ended March 31, 2003.
Reference is made to Note 4 and Item 3 below for additional information
regarding the Company's debt and the potential impact on the Company of interest
rate fluctuations.
The following summarizes certain significant investment and financing
transactions of the Company currently planned or completed since December 31,
2002:
30 of 39
GENERAL GROWTH PROPERTIES, INC.
In January 2003, the Company refinanced the mortgage loans collateralized by the
Provo Towne Centre and the Spokane Valley Mall with a new, long-term
non-recourse mortgage loan. The new $95 million loan bears interest at a rate
per annum of 4.42% and matures in February 2008.
On March 31, 2003, the Company sold McCreless Mall in San Antonio, Texas for
aggregate consideration of $15 million (which was paid in cash at closing). The
Company recorded a gain of approximately $4 million for financial reporting
purposes on the sale of the mall. McCreless Mall was purchased in 1998 as part
of a portfolio of eight shopping centers.
In March 2003, the Company reached a preliminary agreement with a group of banks
to establish a new revolving credit facility and term loan (the "2003 Credit
Facility"). The 2003 Credit Facility was finalized in April 2003 with initial
borrowing availability of approximately $779 million (which may potentially be
increased to approximately $1 billion). At closing, approximately $619 million
was borrowed under the 2003 Credit Facility, which has a term of three years and
provides for partial amortization of the principal balance of the term loan in
the second and third years. The proceeds were used to repay and consolidate
existing financing including amounts due on the PDC Credit Facility, the Term
Loan and the JP Realty acquisition loan. Amounts borrowed under the 2003 Credit
Facility bear interest at a rate per annum of LIBOR plus 100 to 175 basis points
depending upon the Company's leverage ratio.
On April 30, 2003, the Company completed the acquisition of Peachtree Mall, an
811,000 square foot enclosed regional mall located in Columbus, Georgia. The
purchase price was approximately $87.6 million, which was paid at closing with a
five-year acquisition loan (assuming the exercise by the Company of all
extension options) of approximately $53.0 million (bearing interest at a rate
per annum of LIBOR plus 85 basis points) and the balance from cash on hand and
borrowings under the Company's credit facilities.
In addition, certain Unconsolidated Real Estate Affiliates completed significant
investment and financing transactions since December 31, 2002, as summarized as
follows:
On February 14, 2003, GGP/Homart repaid the portion of the GGP MPTC financing
(approximately $65 million) attributable to the West Oaks Mall. In March 2003,
the Company, through GGP/Homart, refinanced the Pembroke Lakes Mall $84 million
mortgage with a new long-term mortgage loan. The new $144 million loan is
comprised of two notes, both of which mature in April 2013 and for which the
weighted average interest rate per annum is 4.94%.
Also in March 2003, the Company, through GGP/Homart, made a $50 million pay down
on the GGP/Homart and GGP/Homart II term loans and repaid the $43.8 million
mortgage secured by Columbiana Centre. A new $72 million mortgage loan,
collateralized by the Columbiana Centre, was obtained in April 2003. The new
loan, maturing in May 2008, provides for periodic amortization of principal and
interest and bears interest at a rate per annum of 4.13%
In May 2003, the $19.2 million mortgage loan collateralized by Bay City Mall was
repaid by GGP/Homart.
Net cash provided by operating activities was $123.3 million in the first three
months of 2003, an increase of $47.7 million from $75.6 million in the same
period in 2002, primarily due to increased earnings in 2003 as a result of
earnings of properties acquired in 2002 including unconsolidated affiliates as
discussed above.
Net cash used by investing activities was $28.0 million in the first three
months of 2003 compared to $50.7 million of cash used in the first three months
of 2002. Cash flows from investing activities were impacted by the higher volume
of development and improvement activity for the consolidated real estate
properties in the first three months of 2002 as compared to the first three
months in 2003 as further described in Note 2 and due to the sale of the
McCreless Mall in 2003.
31 of 39
GENERAL GROWTH PROPERTIES, INC.
Financing activities represented a use of cash of $124.8 million in the first
three months of 2003, compared to a use of cash of $69.8 million in 2002. A
major contributing factor to the variance in the cash provided from financing
activity is that financing from mortgages and other debt, net of repayments of
principal on mortgage debt, had a negative impact of $60.8 million in the first
three months of 2003 versus a negative impact of $7.8 million in the first three
months of 2002. Such additional net pay downs in 2003 were primarily a result of
short-term pay downs of the Company's credit facilities prior to obtaining the
2003 Credit Facility in April 2003.
In order to remain qualified as a real estate investment trust for federal
income tax purposes, General Growth must distribute or pay tax on 100% of
capital gains and at least 90% of its ordinary taxable income to stockholders.
The following factors, among others, will affect operating cash flow and,
accordingly, influence the decisions of the Board of Directors regarding
distributions: (i) scheduled increases in base rents of existing leases; (ii)
changes in minimum base rents and/or overage rents attributable to replacement
of existing leases with new or renewal leases; (iii) changes in occupancy rates
at existing centers and procurement of leases for newly developed centers; and
(iv) General Growth's share of distributions of operating cash flow generated by
the Unconsolidated Real Estate Affiliates, less oversight costs and debt service
on additional loans that have been or will be incurred. General Growth
anticipates that its operating cash flow, and potential new debt or equity from
future offerings, new financings or refinancings will provide adequate liquidity
to conduct its operations, fund general and administrative expenses, fund
operating costs and interest payments and allow distributions to General Growth
preferred and common stockholders in accordance with the requirements of the
Internal Revenue Service.
In recent years, the retail sector has been experiencing declining growth due to
layoffs, eroding consumer confidence, falling stock prices, the war in Iraq, the
September 11, 2001 terrorist attacks and threats of additional terrorism.
Although the 2002 holiday season was generally stronger than economists'
predictions, the retail sector and the economy as a whole remains weak and no
significant improvements are expected for the balance of 2003. Such reversals or
reductions in the retail market adversely impact the Company as demand for
leaseable space is reduced and rents computed as a percentage of tenant sales
declines. In addition, a number of local, regional and national retailers,
including tenants of the Company, have voluntarily closed their stores or filed
for bankruptcy protection during the last few years. Most of the bankrupt
retailers reorganized their operations and/or sold stores to stronger operators.
Although some leases were terminated pursuant to the lease cancellation rights
afforded by the bankruptcy laws, the impact on Company earnings was negligible.
Over the last three years, the provision for doubtful accounts has averaged only
$3.1 million per year, which represents less than 1% of average total revenues
of approximately $827.6 million. In addition, the Company historically has
generally been successful in finding new uses or tenants for retail locations
that are vacated either as a result of voluntary store closing or bankruptcy
proceedings. Therefore, the Company does not expect these store closings or
bankruptcy reorganizations to have a material impact on its consolidated
financial condition or the results of its operations.
The events of September 11th also have had an impact on the Company's insurance
coverage. The Company had coverage for terrorist acts in its policies that
expired in September 2002. The coverage was excluded from its standard property
policies at the time of renewal. Accordingly, the Company obtained a separate
policy for terrorist acts. The Company's premiums, including the cost of a
separate terrorist policy, increased by a factor of 30% to 40% for property
coverage and liability coverage. These increases will impact the Company's
annual common area maintenance rates paid in the future by the Company's tenants
as well as the Company's net recoverable amounts.
The Company has over the past year experienced a significant increase in the
market price of its Common Stock. Accordingly, certain options granted under its
incentive stock plans that vest based on the market price of the Common Stock
have vested. Such vesting caused the recognition of approximately $3.4 million
32 of 39
GENERAL GROWTH PROPERTIES, INC.
of additional compensation expense in the first quarter 2002, approximately $3.9
million in the second quarter 2002 and approximately $4.4 million in the third
quarter of 2002 as described above and in Note 1. In addition, the Company has
adopted SFAS 123 for future grants of Common Stock options as more fully
discussed in Note 1.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
As described in Note 8, the FASB, has issued certain statements, which are
effective for the current or subsequent year. With the exception of the net
earnings effect of SFAS 141 and 142 as more fully discussed in Note 1, the
Company does not expect a significant impact on its annual reported operations
due to the application of such new statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has not entered into any transactions using derivative commodity
instruments. The Company is subject to market risk associated with changes in
interest rates. Interest rate exposure is principally limited to the
approximately $2.0 billion of debt of the Company outstanding at March 31, 2003
that is priced at interest rates that vary with the market. However,
approximately $665.6 million of such floating rate consolidated debt is
comprised of non-recourse commercial mortgage-backed securities which are
subject to interest rate swap agreements, the effect of which is to fix the
interest rate the Company is required to pay on such debt at approximately 4.85%
per annum. Therefore, a 25 basis point movement in the interest rate on the
remaining approximately $1.3 billion of variable rate debt would result in an
approximately $3.3 million annualized increase or decrease in consolidated
interest expense and cash flows. The remaining debt is fixed rate debt. In
addition, the Company is subject to interest rate exposure as a result of the
variable rate debt collateralized by the Unconsolidated Real Estate Affiliates
for which similar interest rate swap agreements have not been obtained. The
Company's share (based on the Company's respective equity ownership interests in
the Unconsolidated Real Estate Affiliates) of such variable rate debt was
approximately $1.0 billion at March 31, 2003. A similar 25 basis point
annualized movement in the interest rate on the variable rate debt of the
Unconsolidated Real Estate Affiliates would result in an approximately $2.5
million annualized increase or decrease in the Company's equity in the income
and cash flows from the Unconsolidated Real Estate Affiliates. The Company is
further subject to interest rate risk with respect to its fixed rate financing
in that changes in interest rates will impact the fair value of the Company's
fixed rate financing. The Company has an ongoing program of refinancing its
consolidated and unconsolidated variable and fixed rate debt and believes that
this program allows it to vary its ratio of fixed to variable rate debt and to
stagger its debt maturities to respond to changing market rate conditions.
Reference is made to Item 2 above and Note 4 for additional debt information.
ITEM 4. CONTROLS AND PROCEDURES
Within the 90-day period prior to the filing of this report, the Company,
consistent with previously adopted policies and procedures, carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Chief Executive Officer ("CEO") and Chief Financial
Officer ("CFO"), of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based on that evaluation, the CEO
and the CFO have concluded that the Company's disclosure controls and procedures
are effective to ensure that information required to be disclosed by the Company
in the reports it files under the Securities and Exchange Act of 1934, as
amended, is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission rules and forms.There have
been no significant changes in the Company's internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of the evaluation referred to above.
33 of 39
GENERAL GROWTH PROPERTIES, INC.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 Amendment to Bylaws of the Company, dated February 5,
2003.
10.1 Fourth Amendment to the Second Amended and Restated
Operating Agreement of GGPLP L.L.C., dated April 7, 2003.
10.2 Fifth Amendment to the Second Amended and Restated
Operating Agreement of GGPLP L.L.C., dated April 11,
2003.
99.1 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002-John Bucksbaum.
99.2 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002-Bernard Freibaum.
(b), (c) Reports on Form 8-K and proforma information.
No reports on Form 8-K have been filed by the Company during the quarter covered
by this report.
34 of 39
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GENERAL GROWTH PROPERTIES, INC.
(Registrant)
Date: May 8, 2003 by: /s/: Bernard Freibaum
----------------------------------------
Bernard Freibaum
Executive Vice President and Chief
Financial Officer
(Principal Accounting Officer)
CERTIFICATIONS
I, John Bucksbaum, certify that:
1. I have reviewed this quarterly report on Form 10-Q of General Growth
Properties, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
35 of 39
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 8, 2003
/S/:John Bucksbaum
-------------------------------------------
John Bucksbaum
Chief Executive Officer
36 of 39
I, Bernard Freibaum, certify that:
1. I have reviewed this quarterly report on Form 10-Q of General Growth
Properties, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 8, 2003
/S/: Bernard Freibaum
-------------------------------------------
Bernard Freibaum
Executive Vice President and
Chief Financial Officer
37 of 39