Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Entity Registrant Name | SIMON PROPERTY GROUP, INC. |
Entity Central Index Key | 0001063761 |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Transition Report | false |
Document Period End Date | Mar. 31, 2020 |
Entity File Number | 001-14469 |
Entity Tax Identification Number | 04-6268599 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 225 West Washington Street |
Entity Address, City or Town | Indianapolis |
Entity Address, State or Province | IN |
Entity Address, Postal Zip Code | 46204 |
City Area Code | 317 |
Local Phone Number | 636-1600 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Document Fiscal Year Focus | 2020 |
Document Fiscal Period Focus | Q1 |
Common stock | |
Title of 12(b) Security | Common stock, $0.0001 par value |
Trading Symbol | SPG |
Security Exchange Name | NYSE |
Entity Common Stock, Shares Outstanding | shares | 305,747,171 |
Entity Listing, Par Value Per Share | $ / shares | $ 0.0001 |
Class B common stock | |
Entity Common Stock, Shares Outstanding | shares | 8,000 |
Entity Listing, Par Value Per Share | $ / shares | $ 0.0001 |
Series J Preferred stock | |
Title of 12(b) Security | 83/8% Series J Cumulative Redeemable Preferred Stock, $0.0001 par value |
Trading Symbol | SPGJ |
Security Exchange Name | NYSE |
Simon Property Group, L.P. | |
Entity Registrant Name | SIMON PROPERTY GROUP, L.P. |
Entity Central Index Key | 0001022344 |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Transition Report | false |
Document Period End Date | Mar. 31, 2020 |
Entity File Number | 001-36110 |
Entity Tax Identification Number | 34-1755769 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 225 West Washington Street |
Entity Address, City or Town | Indianapolis |
Entity Address, State or Province | IN |
Entity Address, Postal Zip Code | 46204 |
City Area Code | 317 |
Local Phone Number | 636-1600 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Document Fiscal Year Focus | 2020 |
Document Fiscal Period Focus | Q1 |
Simon Property Group, L.P. | Senior Unsecured 2.375% due 2020 | |
Title of 12(b) Security | 2.375% Senior Unsecured Notes due 2020 |
Trading Symbol | SPG/20 |
Security Exchange Name | NYSE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
ASSETS: | ||
Investment properties, at cost | $ 37,901,273 | $ 37,804,495 |
Less - accumulated depreciation | 14,088,615 | 13,905,776 |
Investment properties, at cost, net | 23,812,658 | 23,898,719 |
Cash and cash equivalents | 3,724,853 | 669,373 |
Tenant receivables and accrued revenue, net | 793,490 | 832,151 |
Investment in unconsolidated entities, at equity | 2,414,642 | 2,371,053 |
Investment in Klepierre, at equity | 1,628,343 | 1,731,649 |
Right-of-use assets, net | 519,175 | 514,660 |
Deferred costs and other assets | 1,227,953 | 1,214,025 |
Total assets | 34,121,114 | 31,231,630 |
LIABILITIES: | ||
Mortgages and unsecured indebtedness | 27,553,413 | 24,163,230 |
Accounts payable, accrued expenses, intangibles, and deferred revenues | 1,253,757 | 1,390,682 |
Cash distributions and losses in unconsolidated entities, at equity | 1,611,795 | 1,566,294 |
Lease liabilities | 521,378 | 516,809 |
Other liabilities | 457,624 | 464,304 |
Total liabilities | 31,397,967 | 28,101,319 |
Commitments and contingencies | ||
Limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties | 212,194 | 219,061 |
Capital stock (850,000,000 total shares authorized, $0.0001 par value, 238,000,000 shares of excess common stock, 100,000,000 authorized shares of preferred stock): | ||
Series J 83/8% cumulative redeemable preferred stock, 1,000,000 shares authorized, 796,948 issued and outstanding with a liquidation value of $39,847 | 42,338 | 42,420 |
Capital in excess of par value | 9,768,175 | 9,756,073 |
Accumulated deficit | (5,583,485) | (5,379,952) |
Accumulated other comprehensive loss | (119,301) | (118,604) |
Common stock held in treasury, at cost, 14,819,950 and 13,574,296 shares, respectively | (1,926,160) | (1,773,571) |
Total stockholders' equity | 2,181,599 | 2,526,398 |
Noncontrolling interests | 329,354 | 384,852 |
Total equity | 2,510,953 | 2,911,250 |
Total liabilities and equity | 34,121,114 | 31,231,630 |
Simon Property Group, L.P. | ||
ASSETS: | ||
Investment properties, at cost | 37,901,273 | 37,804,495 |
Less - accumulated depreciation | 14,088,615 | 13,905,776 |
Investment properties, at cost, net | 23,812,658 | 23,898,719 |
Cash and cash equivalents | 3,724,853 | 669,373 |
Tenant receivables and accrued revenue, net | 793,490 | 832,151 |
Investment in unconsolidated entities, at equity | 2,414,642 | 2,371,053 |
Investment in Klepierre, at equity | 1,628,343 | 1,731,649 |
Right-of-use assets, net | 519,175 | 514,660 |
Deferred costs and other assets | 1,227,953 | 1,214,025 |
Total assets | 34,121,114 | 31,231,630 |
LIABILITIES: | ||
Mortgages and unsecured indebtedness | 27,553,413 | 24,163,230 |
Accounts payable, accrued expenses, intangibles, and deferred revenues | 1,253,757 | 1,390,682 |
Cash distributions and losses in unconsolidated entities, at equity | 1,611,795 | 1,566,294 |
Lease liabilities | 521,378 | 516,809 |
Other liabilities | 457,624 | 464,304 |
Total liabilities | 31,397,967 | 28,101,319 |
Commitments and contingencies | ||
Limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties | 212,194 | 219,061 |
Capital stock (850,000,000 total shares authorized, $0.0001 par value, 238,000,000 shares of excess common stock, 100,000,000 authorized shares of preferred stock): | ||
Preferred units, 796,948 units outstanding. Liquidation value of $39,847 | 42,338 | 42,420 |
General Partner, 305,755,171 and 306,868,960 units outstanding, respectively | 2,139,261 | 2,483,978 |
Limited Partners, 46,529,247 and 46,740,117 units outstanding, respectively | 325,546 | 378,339 |
Total partners' equity | 2,507,145 | 2,904,737 |
Nonredeemable noncontrolling interests in properties, net | 3,808 | 6,513 |
Total equity | 2,510,953 | 2,911,250 |
Total liabilities and equity | 34,121,114 | 31,231,630 |
Common stock | ||
Capital stock (850,000,000 total shares authorized, $0.0001 par value, 238,000,000 shares of excess common stock, 100,000,000 authorized shares of preferred stock): | ||
Common stock | 32 | 32 |
Class B common stock | ||
Capital stock (850,000,000 total shares authorized, $0.0001 par value, 238,000,000 shares of excess common stock, 100,000,000 authorized shares of preferred stock): | ||
Common stock |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Capital stock, total shares authorized | 850,000,000 | 850,000,000 |
Capital stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Capital stock, shares of excess common stock | 238,000,000 | 238,000,000 |
Capital stock, authorized shares of preferred stock | 100,000,000 | 100,000,000 |
Common stock held in treasury, shares | 14,819,950 | 13,574,296 |
Series J Preferred stock | ||
Preferred stock stated dividend rate percentage | 8.375% | 8.375% |
Series J 8 3/8% cumulative redeemable preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Series J 8 3/8% cumulative redeemable preferred stock, shares issued | 796,948 | 796,948 |
Series J 8 3/8% cumulative redeemable preferred stock, shares outstanding | 796,948 | 796,948 |
Preferred units, Liquidation value (in dollars) | $ 39,847 | $ 39,847 |
Common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 511,990,000 | 511,990,000 |
Common stock, shares issued | 320,567,121 | 320,435,256 |
Common stock, shares outstanding | 320,567,121 | 320,435,256 |
Class B common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000 | 10,000 |
Common stock, shares issued | 8,000 | 8,000 |
Common stock, shares outstanding | 8,000 | 8,000 |
Simon Property Group, L.P. | ||
Preferred units, units outstanding | 796,948 | 796,948 |
Preferred units, Liquidation value (in dollars) | $ 39,847 | $ 39,847 |
General Partner, units outstanding | 305,755,171 | 306,868,960 |
Limited Partners, units outstanding | 46,529,247 | 46,740,117 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
REVENUE: | ||
Lease income | $ 1,262,232 | $ 1,280,058 |
Management fees and other revenues | 29,166 | 27,544 |
Other income | 61,962 | 145,232 |
Total revenue | 1,353,360 | 1,452,834 |
EXPENSES: | ||
Property operating | 105,624 | 111,549 |
Depreciation and amortization | 328,262 | 328,643 |
Real estate taxes | 117,543 | 115,459 |
Repairs and maintenance | 24,431 | 27,922 |
Advertising and promotion | 33,527 | 37,125 |
Home and regional office costs | 54,370 | 52,560 |
General and administrative | 6,894 | 9,136 |
Other | 27,840 | 25,419 |
Total operating expenses | 698,491 | 707,813 |
OPERATING INCOME BEFORE OTHER ITEMS | 654,869 | 745,021 |
Interest expense | (187,627) | (198,733) |
Income and other tax benefit (expense) | 5,783 | (10,102) |
Income from unconsolidated entities | 50,465 | 90,444 |
Unrealized (losses) gains in fair value of equity instruments | (19,048) | 5,317 |
Gain on sale or disposal of assets and interests in unconsolidated entities, net | 962 | |
CONSOLIDATED NET INCOME | 505,404 | 631,947 |
Net income attributable to noncontrolling interests | 66,965 | 82,638 |
Preferred dividends | 834 | 834 |
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ 437,605 | $ 548,475 |
BASIC AND DILUTED EARNINGS PER COMMON SHARE OR UNIT: | ||
Net income attributable to common stockholders or unitholders (in dollars per share or unit) | $ 1.43 | $ 1.78 |
Consolidated Net Income | $ 505,404 | $ 631,947 |
Unrealized gain on derivative hedge agreements | 22,473 | 9,342 |
Net (gain) loss reclassified from accumulated other comprehensive loss into earnings | (480) | 1,088 |
Currency translation adjustments | (23,604) | (4,744) |
Changes in available-for-sale securities and other | 824 | 144 |
Comprehensive income | 504,617 | 637,777 |
Comprehensive income attributable to noncontrolling interests | 66,874 | 83,411 |
Comprehensive income attributable to common stockholders or unitholders | 437,743 | 554,366 |
Simon Property Group, L.P. | ||
REVENUE: | ||
Lease income | 1,262,232 | 1,280,058 |
Management fees and other revenues | 29,166 | 27,544 |
Other income | 61,962 | 145,232 |
Total revenue | 1,353,360 | 1,452,834 |
EXPENSES: | ||
Property operating | 105,624 | 111,549 |
Depreciation and amortization | 328,262 | 328,643 |
Real estate taxes | 117,543 | 115,459 |
Repairs and maintenance | 24,431 | 27,922 |
Advertising and promotion | 33,527 | 37,125 |
Home and regional office costs | 54,370 | 52,560 |
General and administrative | 6,894 | 9,136 |
Other | 27,840 | 25,419 |
Total operating expenses | 698,491 | 707,813 |
OPERATING INCOME BEFORE OTHER ITEMS | 654,869 | 745,021 |
Interest expense | (187,627) | (198,733) |
Income and other tax benefit (expense) | 5,783 | (10,102) |
Income from unconsolidated entities | 50,465 | 90,444 |
Unrealized (losses) gains in fair value of equity instruments | (19,048) | 5,317 |
Gain on sale or disposal of assets and interests in unconsolidated entities, net | 962 | |
CONSOLIDATED NET INCOME | 505,404 | 631,947 |
Net income attributable to noncontrolling interests | (172) | (917) |
Preferred dividends | 1,313 | 1,313 |
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | 504,263 | 631,551 |
NET INCOME ATTRIBUTABLE TO UNITHOLDERS ATTRIBUTABLE TO: | ||
General Partner | 437,605 | 548,475 |
Limited Partners | $ 66,658 | $ 83,076 |
BASIC AND DILUTED EARNINGS PER COMMON SHARE OR UNIT: | ||
Net income attributable to common stockholders or unitholders (in dollars per share or unit) | $ 1.43 | $ 1.78 |
Consolidated Net Income | $ 505,404 | $ 631,947 |
Unrealized gain on derivative hedge agreements | 22,473 | 9,342 |
Net (gain) loss reclassified from accumulated other comprehensive loss into earnings | (480) | 1,088 |
Currency translation adjustments | (23,604) | (4,744) |
Changes in available-for-sale securities and other | 824 | 144 |
Comprehensive income | 504,617 | 637,777 |
Comprehensive income attributable to noncontrolling interests | 436 | 148 |
Comprehensive income attributable to common stockholders or unitholders | $ 504,181 | $ 637,629 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Consolidated Net Income | $ 505,404 | $ 631,947 |
Adjustments to reconcile consolidated net income to net cash provided by operating activities | ||
Depreciation and amortization | 340,265 | 339,918 |
Gain on sale or disposal of assets and interests in unconsolidated entities, net | (962) | |
Unrealized losses (gains) in fair value of equity instruments | 19,048 | (5,317) |
Straight-line lease income | (8,706) | (11,981) |
Equity in income of unconsolidated entities | (50,465) | (90,444) |
Distributions of income from unconsolidated entities | 68,501 | 82,918 |
Changes in assets and liabilities | ||
Tenant receivables and accrued revenue, net | 44,761 | 36,842 |
Deferred costs and other assets | (30,488) | (20,013) |
Accounts payable, accrued expenses, intangibles, deferred revenues and other liabilities | (146,051) | (126,523) |
Net cash provided by operating activities | 741,307 | 837,347 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisitions | (107,797) | |
Capital expenditures, net | (213,214) | (216,781) |
Investments in unconsolidated entities | (41,547) | (11,980) |
Purchase of equity instruments | (24,070) | (6,905) |
Insurance proceeds for property restoration | 423 | 1,757 |
Distributions of capital from unconsolidated entities and other | 172,525 | 120,347 |
Net cash used in investing activities | (213,680) | (113,562) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sales of common stock and other, net of transaction costs | (82) | (82) |
Purchase of shares related to stock grant recipients' tax withholdings | (249) | |
Redemption of limited partner units | (16,067) | (135) |
Purchase of treasury stock | (152,589) | (7,628) |
Distributions to noncontrolling interest holders in properties | (4,548) | (1,803) |
Contributions from noncontrolling interest holders in properties | 28 | |
Preferred distributions of the Operating Partnership | (479) | (479) |
Distributions to stockholders and preferred dividends | (645,259) | (634,222) |
Distributions to limited partners | (98,099) | (96,010) |
Proceeds from issuance of debt, net of transaction costs | 6,451,290 | 2,587,324 |
Repayments of debt | (3,006,342) | (2,648,034) |
Net cash provided by (used in) financing activities | 2,527,853 | (801,318) |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 3,055,480 | (77,533) |
CASH AND CASH EQUIVALENTS, beginning of period | 669,373 | 514,335 |
CASH AND CASH EQUIVALENTS, end of period | 3,724,853 | 436,802 |
Simon Property Group, L.P. | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Consolidated Net Income | 505,404 | 631,947 |
Adjustments to reconcile consolidated net income to net cash provided by operating activities | ||
Depreciation and amortization | 340,265 | 339,918 |
Gain on sale or disposal of assets and interests in unconsolidated entities, net | (962) | |
Unrealized losses (gains) in fair value of equity instruments | 19,048 | (5,317) |
Straight-line lease income | (8,706) | (11,981) |
Equity in income of unconsolidated entities | (50,465) | (90,444) |
Distributions of income from unconsolidated entities | 68,501 | 82,918 |
Changes in assets and liabilities | ||
Tenant receivables and accrued revenue, net | 44,761 | 36,842 |
Deferred costs and other assets | (30,488) | (20,013) |
Accounts payable, accrued expenses, intangibles, deferred revenues and other liabilities | (146,051) | (126,523) |
Net cash provided by operating activities | 741,307 | 837,347 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisitions | (107,797) | |
Capital expenditures, net | (213,214) | (216,781) |
Investments in unconsolidated entities | (41,547) | (11,980) |
Purchase of equity instruments | (24,070) | (6,905) |
Insurance proceeds for property restoration | 423 | 1,757 |
Distributions of capital from unconsolidated entities and other | 172,525 | 120,347 |
Net cash used in investing activities | (213,680) | (113,562) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sales of common stock and other, net of transaction costs | (82) | (82) |
Purchase of shares related to stock grant recipients' tax withholdings | (249) | |
Redemption of limited partner units | (16,067) | (135) |
Purchase of general partner units | (152,589) | (7,628) |
Distributions to noncontrolling interest holders in properties | (4,548) | (1,803) |
Contributions from noncontrolling interest holders in properties | 28 | |
Preferred distributions of the Operating Partnership | (743,837) | (730,711) |
Proceeds from issuance of debt, net of transaction costs | 6,451,290 | 2,587,324 |
Repayments of debt | (3,006,342) | (2,648,034) |
Net cash provided by (used in) financing activities | 2,527,853 | (801,318) |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 3,055,480 | (77,533) |
CASH AND CASH EQUIVALENTS, beginning of period | 669,373 | 514,335 |
CASH AND CASH EQUIVALENTS, end of period | $ 3,724,853 | $ 436,802 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Simon Property Group, L.P.Simon (Managing General Partner) | Simon Property Group, L.P.Limited Partners | Simon Property Group, L.P.Preferred Stock | Simon Property Group, L.P.Noncontrolling Interests | Simon Property Group, L.P. | Preferred Stock | Common Stock | Accumulated Other Comprehensive Income (Loss) | Capital in Excess of Par Value | Accumulated Deficit | Common Stock Held in Treasury | Noncontrolling Interests | Total |
Balance at Dec. 31, 2018 | $ 42,748 | $ 32 | $ (126,017) | $ 9,700,418 | $ (4,893,069) | $ (1,427,431) | $ 500,275 | $ 3,796,956 | |||||
Balance at Dec. 31, 2018 | $ 3,253,933 | $ 492,877 | $ 42,748 | $ 7,398 | $ 3,796,956 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||
Exchange of limited partner units (132,946 and 24,000 common shares respectively in three months ended March 31, 2020 and 2019, Note 8) | 253 | (253) | |||||||||||
Series J preferred stock premium amortization | (82) | (82) | (82) | (82) | |||||||||
Limited partner units exchanged to common units (132,946 and 24,000 units) for three months ended March 31, 2020 and 2019 respectively | 253 | (253) | |||||||||||
Redemption of limited partner units (116,072 and 774 units respectively in three months ended March 31, 2020 and 2019) | (127) | (8) | (135) | (127) | (8) | (135) | |||||||
Amortization of stock incentive | 1,309 | 1,309 | 1,309 | 1,309 | |||||||||
Treasury stock purchase (1,245,654 and 46,377 shares in three months ended March 31, 2020 and 2019 respectively) | (7,628) | (7,628) | |||||||||||
Treasury unit purchase (1,245,654 and 46,377 shares in three months ended March 31, 2020 and 2019 respectively) | (7,628) | (7,628) | |||||||||||
Long-term incentive performance units | 3,701 | 3,701 | 3,701 | 3,701 | |||||||||
Issuance of unit equivalents and other | (1,756) | (2) | (1,758) | 1 | (1,507) | (250) | (2) | (1,758) | |||||
Unrealized gain on derivative hedge agreements | 8,115 | 1,227 | 9,342 | 8,115 | 1,227 | 9,342 | |||||||
Currency translation adjustments | (4,130) | (614) | (4,744) | (4,130) | (614) | (4,744) | |||||||
Changes in available-for-sale securities and other | 125 | 19 | 144 | 125 | 19 | 144 | |||||||
Net (gain) loss reclassified from accumulated other comprehensive loss into earnings | 945 | 143 | 1,088 | 945 | 143 | 1,088 | |||||||
Other comprehensive income | 5,055 | 775 | 5,830 | 5,055 | 775 | 5,830 | |||||||
Adjustment to limited partners' interest from change in ownership in the Operating Partnership | 4,167 | (4,167) | 4,167 | (4,167) | |||||||||
Distributions to common stockholders and limited partners, excluding Operating Partnership preferred interests | (634,222) | (96,010) | (730,232) | ||||||||||
Distributions to other noncontrolling interest partners | (552) | (552) | |||||||||||
Distributions to limited partners, excluding preferred interests classified as temporary equity | (633,388) | (96,010) | (834) | (552) | (730,784) | ||||||||
Net income, excluding preferred distributions on temporary equity preferred units of $479, $608 and $1,065 loss attributable to noncontrolling redeemable interests in properties for March 31, 2020 and 2019 respectively | 548,475 | 83,076 | 834 | 148 | 632,533 | 549,309 | 83,224 | 632,533 | |||||
Balance at Mar. 31, 2019 | 42,666 | 32 | (120,962) | 9,706,021 | (4,979,489) | (1,435,309) | 486,983 | 3,699,942 | |||||
Balance at Mar. 31, 2019 | 3,170,293 | 479,989 | 42,666 | 6,994 | 3,699,942 | ||||||||
Balance at Dec. 31, 2019 | 42,420 | 32 | (118,604) | 9,756,073 | (5,379,952) | (1,773,571) | 384,852 | 2,911,250 | |||||
Balance at Dec. 31, 2019 | 2,483,978 | 378,339 | 42,420 | 6,513 | 2,911,250 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||
Exchange of limited partner units (132,946 and 24,000 common shares respectively in three months ended March 31, 2020 and 2019, Note 8) | 1,076 | (1,076) | |||||||||||
Series J preferred stock premium amortization | (82) | (82) | (82) | (82) | |||||||||
Limited partner units exchanged to common units (132,946 and 24,000 units) for three months ended March 31, 2020 and 2019 respectively | 1,076 | (1,076) | |||||||||||
Redemption of limited partner units (116,072 and 774 units respectively in three months ended March 31, 2020 and 2019) | (15,127) | (940) | (16,067) | (15,127) | (940) | (16,067) | |||||||
Amortization of stock incentive | 1,891 | 1,891 | 1,891 | 1,891 | |||||||||
Treasury stock purchase (1,245,654 and 46,377 shares in three months ended March 31, 2020 and 2019 respectively) | (152,589) | (152,589) | |||||||||||
Treasury unit purchase (1,245,654 and 46,377 shares in three months ended March 31, 2020 and 2019 respectively) | (152,589) | (152,589) | |||||||||||
Long-term incentive performance units | 4,987 | 4,987 | 4,987 | 4,987 | |||||||||
Issuance of unit equivalents and other | 3,316 | 26 | 3,342 | 29 | 3,287 | 26 | 3,342 | ||||||
Unrealized gain on derivative hedge agreements | 19,510 | 2,963 | 22,473 | 19,510 | 2,963 | 22,473 | |||||||
Currency translation adjustments | (20,505) | (3,099) | (23,604) | (20,505) | (3,099) | (23,604) | |||||||
Changes in available-for-sale securities and other | 715 | 109 | 824 | 715 | 109 | 824 | |||||||
Net (gain) loss reclassified from accumulated other comprehensive loss into earnings | (417) | (63) | (480) | (417) | (63) | (480) | |||||||
Other comprehensive income | (697) | (90) | (787) | (697) | (90) | (787) | |||||||
Adjustment to limited partners' interest from change in ownership in the Operating Partnership | 24,233 | (24,233) | 24,233 | (24,233) | |||||||||
Distributions to common stockholders and limited partners, excluding Operating Partnership preferred interests | (645,259) | (98,099) | (743,358) | ||||||||||
Distributions to other noncontrolling interest partners | (3,167) | (3,167) | |||||||||||
Distributions to limited partners, excluding preferred interests classified as temporary equity | (644,425) | (98,099) | (834) | (3,167) | (746,525) | ||||||||
Net income, excluding preferred distributions on temporary equity preferred units of $479, $608 and $1,065 loss attributable to noncontrolling redeemable interests in properties for March 31, 2020 and 2019 respectively | 437,605 | 66,658 | 834 | 436 | 505,533 | 438,439 | 67,094 | 505,533 | |||||
Balance at Mar. 31, 2020 | $ 42,338 | $ 32 | $ (119,301) | $ 9,768,175 | $ (5,583,485) | $ (1,926,160) | $ 329,354 | $ 2,510,953 | |||||
Balance at Mar. 31, 2020 | $ 2,139,261 | $ 325,546 | $ 42,338 | $ 3,808 | $ 2,510,953 |
Consolidated Statements of Eq_2
Consolidated Statements of Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Exchange of limited partner units, (in shares) | 132,946 | 24,000 |
Stock incentive program, units, net - shares forfeited | 1,081 | |
Redemption of Limited Partner Units | 116,072 | 774 |
Treasury stock purchase, shares | 1,245,654 | 46,377 |
Shares repurchased | 1,483 | |
Net income attributable to preferred interests in the Operating Partnership (in dollars) | $ 479 | $ 479 |
Net income (loss) attributable to noncontrolling redeemable interests in properties (in dollars) | $ (608) | $ (1,065) |
Simon Property Group, L.P. | ||
Limited partner units exchanged to common units | 132,946 | 24,000 |
Stock incentive program, units, net - shares forfeited | 1,081 | |
Redemption of Limited Partner Units | 116,072 | 774 |
Treasury unit purchase, units | 1,245,654 | 46,377 |
Issuance of equivalents units | 38,148 | 1,483 |
Net income, attributable to preferred distributions on temporary equity preferred units (in dollars) | $ 479 | $ 479 |
Net income (loss) attributable to noncontrolling redeemable interests in properties (in dollars) | $ (608) | $ (1,065) |
Organization
Organization | 3 Months Ended |
Mar. 31, 2020 | |
Organization | |
Organization | 1. Organization Simon Property Group, Inc. is a Delaware corporation that operates as a self-administered and self-managed real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. REITs will generally not be liable for U.S. federal corporate income taxes as long as they distribute not less than 100% of their REIT taxable income. Simon Property Group, L.P. is our majority-owned Delaware partnership subsidiary that owns all of our real estate properties and other assets. According to the Operating Partnership’s partnership agreement, the Operating Partnership is required to pay all expenses of Simon. In these condensed notes to the consolidated financial statements, unless stated otherwise or the context otherwise requires, references to "Simon" mean Simon Property Group, Inc. and references to the "Operating Partnership" mean Simon Property Group, L.P. References to "we," "us" and "our" mean collectively Simon, the Operating Partnership and those entities/subsidiaries owned or controlled by Simon and/or the Operating Partnership. Unless otherwise indicated, these condensed notes to consolidated financial statements apply to both Simon and the Operating Partnership. We own, develop and manage premier shopping, dining, entertainment and mixed-use destinations, which consist primarily of malls, Premium Outlets ® ® |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
Basis of Presentation and Consolidation | |
Basis of Presentation | 2. Basis of Presentation The accompanying unaudited consolidated financial statements include the accounts of all controlled subsidiaries, and all significant intercompany amounts have been eliminated. Due to the seasonal nature of certain operational activities, the results for the interim periods ended March 31, 2020 are not necessarily indicative of the results to be expected for the full year. These consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and include all of the information and disclosures required by accounting principles generally accepted in the United States (GAAP) for interim reporting. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments necessary for a fair presentation (including normal recurring accruals) have been included. The consolidated financial statements in this Form 10-Q should be read in conjunction with the audited consolidated financial statements and related notes contained in the combined 2019 Annual Report on Form 10-K of Simon and the Operating Partnership. Certain reclassifications considered necessary for a fair presentation have been made to the prior period financial statements in order to conform to the current year presentation. These reclassifications have not changed the results of operations. As of March 31, 2020, we consolidated 133 wholly-owned properties and 18 additional properties that are less than wholly-owned, but which we control or for which we are the primary beneficiary. We account for the remaining 83 properties, or the joint venture properties, as well as our investments in Klépierre, Aéropostale, Authentic Brands Group, LLC, or ABG, Forever 21, HBS Global Properties, or HBS, and Rue Gilt Groupe, or RGG, using the equity method of accounting, as we have determined we have significant influence over their operations. We manage the day-to-day operations of 57 of the 83 joint venture properties, but have determined that our partner or partners have substantive participating rights with respect to the assets and operations of these joint venture properties. Our investments in joint ventures in Japan, South Korea, Mexico, Malaysia, Germany, Canada, Spain, and the United Kingdom comprise 22 of the remaining 26 properties. These international properties are managed by joint ventures in which we share control. Preferred distributions of the Operating Partnership are accrued at declaration and represent distributions on outstanding preferred units of partnership interests, or preferred units, and are included in net income attributable to noncontrolling interests. We allocate net operating results of the Operating Partnership after preferred distributions to limited partners and to Simon based on the partners’ respective weighted average ownership interests in the Operating Partnership. Net operating results of the Operating Partnership attributable to limited partners are reflected in net income attributable to noncontrolling interests. Simon’s weighted average ownership interest in the Operating Partnership was 86.8% for both the three months ended March 31, 2020 and 2019. As of March 31, 2020 and December 31, 2019, Simon’s ownership interest in the Operating Partnership was 86.8%. We adjust the noncontrolling limited partners’ interests at the end of each period to reflect their interest in the net assets of the Operating Partnership. Preferred unit requirements in the Operating Partnership’s accompanying consolidated statements of operations and comprehensive income represent distributions on outstanding preferred units and are recorded when declared. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Significant Accounting Policies | |
Significant Accounting Policies | 3. Significant Accounting Policies Cash and Cash Equivalents We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. Cash equivalents are carried at cost, which approximates fair value. Cash equivalents generally consist of commercial paper, bankers’ acceptances, Eurodollars, repurchase agreements, and money market deposits or securities. Financial instruments that potentially subject us to concentrations of credit risk include our cash and cash equivalents and our trade accounts receivable. We place our cash and cash equivalents with institutions of high credit quality. However, at certain times, such cash and cash equivalents are in excess of Federal Deposit Insurance Corporation and Securities Investor Protection Corporation insurance limits. Equity Instruments and Debt Securities Equity instruments and debt securities consist primarily of equity instruments, our deferred compensation plan investments, the debt securities of our captive insurance subsidiary, and certain investments held to fund the debt service requirements of debt previously secured by investment properties. At March 31, 2020 and December 31, 2019, we had equity instruments with readily determinable fair values of $44.4 million and $68.2 million, respectively. Changes in the fair value of these equity instruments are recorded in earnings. Non-cash mark-to-market adjustments related to an investment we hold in units of a publicly traded real estate investment trust are included in unrealized (losses) gains in fair value of equity instruments in our consolidated statements of operations and comprehensive income. Non-cash mark-to-market adjustments related to other non-real estate securities with readily determinable fair values for the three months ended March 31, 2020 and 2019 were nil in each period. At March 31, 2020 and December 31, 2019, we had equity instruments without readily determinable fair values of $311.4 million and $295.4 million, respectively, for which we have elected the measurement alternative. We regularly evaluate these investments for any impairment in their estimated fair value, as well as any observable price changes for an identical or similar equity instrument of the same issuer, and determined that no material adjustment in the carrying value was required for the three months ended March 31, 2020 and 2019. Our deferred compensation plan equity instruments are valued based upon quoted market prices. The investments have a matching liability as the amounts are fully payable to the employees that earned the compensation. Changes in value of these securities and changes to the matching liability to employees are both recognized in earnings and, as a result, there is no impact to consolidated net income. At March 31, 2020 and December 31, 2019, we held debt securities of $62.3 million and $52.8 million, respectively, in our captive insurance subsidiary. The types of securities included in the investment portfolio of our captive insurance subsidiary are typically U.S. Treasury or other U.S. government securities as well as corporate debt securities with maturities ranging from less than one year to ten years. These securities are classified as available-for-sale and are valued based upon quoted market prices or other observable inputs when quoted market prices are not available. The amortized cost of debt securities, which approximates fair value, held by our captive insurance subsidiary is adjusted for amortization of premiums and accretion of discounts to maturity. Changes in the values of these securities are recognized in accumulated other comprehensive income (loss) until the gain or loss is realized or until any unrealized loss is deemed to be other-than-temporary. We review any declines in value of these securities for other-than-temporary impairment and consider the severity and duration of any decline in value. To the extent an other-than-temporary impairment is deemed to have occurred, an impairment is recorded and a new cost basis is established. Our captive insurance subsidiary is required to maintain statutory minimum capital and surplus as well as maintain a minimum liquidity ratio. Therefore, our access to these securities may be limited. Fair Value Measurements Level 1 fair value inputs are quoted prices for identical items in active, liquid and visible markets such as stock exchanges. Level 2 fair value inputs are observable information for similar items in active or inactive markets, and appropriately consider counterparty creditworthiness in the valuations. Level 3 fair value inputs reflect our best estimate of inputs and assumptions market participants would use in pricing an asset or liability at the measurement date. The inputs are unobservable in the market and significant to the valuation estimate. We have no investments for which fair value is measured on a recurring basis using Level 3 inputs. The equity instruments with readily determinable fair values we held at March 31, 2020 and December 31, 2019 were primarily classified as having Level 1 and Level 2 fair value inputs. In addition, we had derivative instruments which were classified as having Level 2 inputs, which consist primarily of foreign currency forward contracts and interest rate swap agreements with a gross asset balance of $39.8 million and $17.5 million at March 31, 2020 and December 31, 2019, respectively, and a gross liability balance of $1.4 million and $3.8 million at March 31, 2020 and December 31, 2019, respectively. Note 7 includes a discussion of the fair value of debt measured using Level 2 inputs. Level 3 inputs to our purchase accounting and impairment analyses include our estimations of net operating results of the property, capitalization rates and discount rates. Noncontrolling Interests Simon Details of the carrying amount of our noncontrolling interests are as follows: As of As of March 31, December 31, 2020 2019 Limited partners’ interests in the Operating Partnership $ 325,546 $ 378,339 Nonredeemable noncontrolling interests in properties, net 3,808 6,513 Total noncontrolling interests reflected in equity $ 329,354 $ 384,852 Net income attributable to noncontrolling interests (which includes nonredeemable and redeemable noncontrolling interests in consolidated properties, limited partners’ interests in the Operating Partnership and preferred distributions payable by the Operating Partnership on its outstanding preferred units) is a component of consolidated net income. In addition, the individual components of other comprehensive income (loss) are presented in the aggregate for both controlling and noncontrolling interests, with the portion attributable to noncontrolling interests deducted from comprehensive income attributable to common stockholders. The Operating Partnership Our evaluation of the appropriateness of classifying the Operating Partnership’s common units of partnership interest, or units, held by Simon and the Operating Partnership's limited partners within permanent equity considered several significant factors. First, as a limited partnership, all decisions relating to the Operating Partnership’s operations and distributions are made by Simon, acting as the Operating Partnership’s sole general partner. The decisions of the general partner are made by Simon's Board of Directors or management. The Operating Partnership has no other governance structure. Secondly, the sole asset of Simon is its interest in the Operating Partnership. As a result, a share of common stock of Simon, or common stock, if owned by the Operating Partnership, is best characterized as being similar to a treasury share and thus not an asset of the Operating Partnership. Limited partners of the Operating Partnership have the right under the Operating Partnership’s partnership agreement to exchange their units for shares of common stock or cash, as selected by Simon as the sole general partner. Accordingly, we classify units held by limited partners in permanent equity because Simon may elect to issue shares of common stock to limited partners exercising their exchange rights rather than using cash. Under the Operating Partnership’s partnership agreement, the Operating Partnership is required to redeem units held by Simon only when Simon has repurchased shares of common stock. We classify units held by Simon in permanent equity because the decision to redeem those units would be made by Simon. Net income attributable to noncontrolling interests (which includes nonredeemable and redeemable noncontrolling interests in consolidated properties) is a component of consolidated net income. Accumulated Other Comprehensive Income (Loss) Simon The total accumulated other comprehensive income (loss) related to Simon’s currency translation adjustment was ($180.9 million) and ($160.4 million) as of March 31, 2020 and December 31, 2019, respectively. The reclassifications out of accumulated other comprehensive income (loss) consisted of the following during the three months ended March 31: Affected line item where 2020 2019 net income is presented Accumulated derivative gains (losses), net $ 480 $ (1,088) Interest expense (63) 143 Net income attributable to noncontrolling interests $ 417 $ (945) The Operating Partnership The total accumulated other comprehensive income (loss) related to the Operating Partnership’s currency translation adjustment was ($208.4 million) and ($184.8 million) as of March 31, 2020 and December 31, 2019, respectively. The reclassifications out of accumulated other comprehensive income (loss) consisted of the following during the three months ended March 31: Affected line item where 2020 2019 net income is presented Accumulated derivative gains (losses), net $ 480 $ (1,088) Interest expense Derivative Financial Instruments We record all derivatives on our consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have designated a derivative as a hedge and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. We may use a variety of derivative financial instruments in the normal course of business to selectively manage or hedge a portion of the risks associated with our indebtedness and interest payments. Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps and caps. We require that hedging derivative instruments be highly effective in reducing the risk exposure that they are designated to hedge. We formally designate any instrument that meets these hedging criteria as a hedge at the inception of the derivative contract. We have no credit-risk-related hedging or derivative activities. As of March 31, 2020 and December 31, 2019, we had no outstanding interest rate derivatives. We generally do not apply hedge accounting to interest rate caps, which had a nominal value as of March 31, 2020 and December 31, 2019. We are also exposed to foreign currency risk on financings of certain foreign operations. Our intent is to offset gains and losses that occur on the underlying exposures, with gains and losses on the derivative contracts hedging these exposures. We do not enter into either interest rate protection or foreign currency rate protection agreements for speculative purposes. We may enter into treasury lock agreements as part of an anticipated debt issuance. Upon completion of the debt issuance, the fair value of these instruments is recorded as part of accumulated other comprehensive income (loss) and is amortized to interest expense over the life of the debt agreement. The unamortized gain on our treasury locks and terminated hedges recorded in accumulated other comprehensive income (loss) was $10.1 million as of March 31, 2020, compared to an unamortized loss of $10.6 million as of December 31, 2019. Within the next year, we expect to reclassify to earnings approximately $1.2 million of gains related to terminated interest rate swaps from the current balance held in accumulated other comprehensive income (loss). We are also exposed to fluctuations in foreign exchange rates on financial instruments which are denominated in foreign currencies, primarily in Yen and Euro. We use currency forward contracts, cross currency swap contracts and foreign currency denominated debt to manage our exposure to changes in foreign exchange rates on certain Yen and Euro-denominated receivables and net investments. Currency forward contracts involve fixing the Yen:USD or Euro:USD exchange rate for delivery of a specified amount of foreign currency on a specified date. The currency forward contracts are typically cash settled in U.S. dollars for their fair value at or close to their settlement date. We had the following Euro:USD forward contracts designated as net investment hedges at March 31, 2020 and December 31, 2019 (in millions): Asset (Liability) Value as of March 31, December 31, Notional Value Maturity Date 2020 2019 € 50.0 March 20, 2020 — (0.5) € 50.0 March 20, 2020 — (0.5) € 50.0 March 20, 2020 — (0.5) € 50.0 May 15, 2020 2.9 1.5 € 100.0 June 18, 2020 2.2 (0.6) € 90.0 June 18, 2020 2.0 (0.5) € 50.0 June 18, 2020 (0.1) — € 50.0 June 18, 2020 (0.9) — € 50.0 September 23, 2020 (0.1) — € 30.0 September 23, 2020 (0.1) — € 10.0 September 23, 2020 — — € 100.0 December 18, 2020 2.9 (0.6) € 100.0 December 18, 2020 2.9 (0.6) € 50.0 May 14, 2021 3.3 1.3 € 60.0 December 20, 2021 2.3 — € 60.0 December 20, 2021 2.4 — € 30.0 December 20, 2021 1.1 — Asset balances in the above table are included in deferred costs and other assets. Liability balances in the above table are included in other liabilities. We use a Euro-denominated cross-currency swap agreement to manage our exposure to changes in foreign exchange rates by swapping $150.0 million of 4.38% fixed rate U.S. dollar-denominated debt to 1.37% fixed rate Euro-denominated debt of €121.6 million. The cross-currency swap matures on December 1, 2020. The fair value of our cross-currency swap agreement at March 31, 2020 and December 31, 2019 was $17.8 million and $14.7 million, respectively, and is included in deferred costs and other assets. We have designated certain currency forward contracts and the cross-currency swap as net investment hedges. Accordingly, we report the changes in fair value in other comprehensive income (loss). Changes in the value of these forward contracts are offset by changes in the underlying hedged Euro-denominated joint venture investment. The total accumulated other comprehensive income related to Simon’s derivative activities, including our share of other comprehensive income from unconsolidated entities, was $60.3 million and $41.2 million as of March 31, 2020 and December 31, 2019, respectively. The total accumulated other comprehensive income related to the Operating Partnership’s derivative activities, including our share of other comprehensive income from unconsolidated entities, was $69.3 million and $47.5 million as of March 31, 2020 and December 31, 2019, respectively. New Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, "Financial Instruments - Credit Losses," which introduced new guidance for an approach based on expected losses to estimate credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. Instruments in scope include loans, held-to-maturity debt securities, and net investments in leases as well as reinsurance and trade receivables. In November 2018, the FASB issued ASU 2018-19, which clarifies that operating lease receivables are outside the scope of the new standard. This standard was effective for us as of January 1, 2020. There was no impact on our consolidated financial statements at adoption. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform,” which provides temporary optional expedients and exceptions to the US GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. The guidance is effective upon issuance and generally can be applied to any contract modifications or existing and new hedging relationships through December 31, 2022. We are currently evaluating the impact that the expected market transition from LIBOR to alternative references rates will have on our financial statements as well as the applicability of the aforementioned expedients and exceptions provided in ASU 2020-04. |
Real Estate Acquisitions and Di
Real Estate Acquisitions and Dispositions | 3 Months Ended |
Mar. 31, 2020 | |
Real Estate Acquisitions and Dispositions | |
Real Estate Acquisitions and Dispositions | 4. Real Estate Acquisitions and Dispositions Unless otherwise noted, gains and losses on property transactions are included in gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statements of operations and comprehensive income. We capitalize asset acquisition costs and expense costs related to business combinations, as well as disposition related costs as they are incurred. We incurred a minimal amount of transaction expenses during the three months ended March 31, 2020 and 2019. On September 19, 2019, we acquired the remaining 50% interest in a hotel adjacent to one of our properties for cash consideration of $12.8 million. As of closing, the property was subject to a $21.5 million, 4.02% variable rate mortgage. We accounted for this transaction as an asset acquisition and substantially all of our investment relates to investment property. |
Per Share and Per Unit Data
Per Share and Per Unit Data | 3 Months Ended |
Mar. 31, 2020 | |
Per Share and Per Unit Data | |
Per Share and Per Unit Data | 5. Per Share and Per Unit Data We determine basic earnings per share and basic earnings per unit based on the weighted average number of shares of common stock or units, as applicable, outstanding during the period and we consider any participating securities for purposes of applying the two-class method. We determine diluted earnings per share and diluted earnings per unit based on the weighted average number of shares of common stock or units, as applicable, outstanding combined with the incremental weighted average number of shares or units, as applicable, that would have been outstanding assuming all potentially dilutive securities were converted into shares of common stock or units, as applicable, at the earliest date possible. The following tables set forth the components of basic and diluted earnings per share and basic and diluted earnings per unit. Simon For the Three Months Ended March 31, 2020 2019 Net Income attributable to Common Stockholders — Basic and Diluted $ 437,605 $ 548,475 Weighted Average Shares Outstanding — Basic and Diluted 306,504,084 308,978,053 For the three three shares outstanding for income allocable to limited partners or units, respectively, as doing so would have no dilutive impact. We accrue dividends when they are declared. The Operating Partnership For the Three Months Ended March 31, 2020 2019 Net Income attributable to Unitholders — Basic and Diluted $ 504,263 $ 631,551 Weighted Average Units Outstanding — Basic and Diluted 353,191,960 355,778,250 For the three three |
Investment in Unconsolidated En
Investment in Unconsolidated Entities and International Investments | 3 Months Ended |
Mar. 31, 2020 | |
Investments in Unconsolidated Entities and International Investments | |
Investments in Unconsolidated Entities and International Investments | 6. Investment in Unconsolidated Entities and International Investments Real Estate Joint Ventures and Investments Joint ventures are common in the real estate industry. We use joint ventures to finance properties, develop new properties and diversify our risk in a particular property or portfolio of properties. As discussed in note 2, we held joint venture interests in 83 properties as of March 31, 2020. Certain of our joint venture properties are subject to various rights of first refusal, buy-sell provisions, put and call rights, or other sale or marketing rights for partners which are customary in real estate joint venture agreements and the industry. We and our partners in these joint ventures may initiate these provisions (subject to any applicable lock up or similar restrictions), which may result in either the sale of our interest or the use of available cash or borrowings, or the use of limited partnership interests in the Operating Partnership, to acquire the joint venture interest from our partner. We may provide financing to joint ventures primarily in the form of interest bearing construction loans. As of March 31, 2020 and December 31, 2019, we had construction loans and other advances to related parties totaling $78.1 million and $78.4 million, respectively, which are included in deferred costs and other assets in the accompanying consolidated balance sheets. Unconsolidated Entity Transactions On February 19, 2020, we and a group of co-investors acquired certain assets and liabilities of Forever 21, a retailer of apparel and accessories, out of bankruptcy. The interests were acquired through two separate joint ventures, a licensing venture and an operating venture. Our noncontrolling interest in each of the retail operations venture and in the licensing venture is 37.5% . Our aggregate investment in the ventures was $67.6 million. On February 10, 2020, we and Taubman Centers, Inc., or TCO, a publicly held Michigan corporation, issued a joint press release announcing the execution of an Agreement and Plan of Merger, or the Merger Agreement, dated as of February 9, 2020, pursuant to which, among other things and subject to the satisfaction or waiver of certain conditions, the Operating Partnership will acquire 100% of the equity interests of TCO and, following the transactions contemplated in the Merger Agreement, will hold 80% of the equity interests of The Taubman Realty Group Limited Partnership, or TRG, with the Taubman Family (as defined in the Merger Agreement) retaining a 20% interest in TRG. Consummation of the transactions contemplated by the Merger Agreement is subject to the satisfaction or waiver of closing conditions, including, but not limited to, the approval and adoption of the Merger Agreement by (i) shareholders holding two-thirds TRG is engaged in the ownership, management and/or leasing of 26 retail real estate properties in the U.S. and Asia. Following the consummation of the transaction, the TRG board will be comprised of three Simon designees and three Taubman designees. TRG will continue to be managed by its existing executive team. Under the terms of the Merger Agreement, the contractual purchase price for all of Taubman’s common stock is $52.50 per share in cash, or $3.6 billion. On October 16, 2019, we contributed approximately $276.8 million consisting of cash and the Shop Premium Outlets, or SPO, assets for a 45% noncontrolling interest in RGG to create a new multi-platform venture dedicated to digital value shopping. We attributed substantially all of our investment to goodwill and certain amortizing and non-amortizing intangibles. On September 19, 2019, as discussed in note 4, we acquired the remaining 50% interest in a hotel adjacent to one of our properties from our joint venture partner. As a result of this acquisition, we now own 100% of this property. During the first quarter of 2019, we disposed of our interests in a multi-family residential investment. Our share of the gross proceeds was $17.3 million. The gain of $15.6 million is included in other income in the accompanying consolidated statement of operations and comprehensive income. As of March 31, 2020 and December 31, 2019, we had an 11.7% legal noncontrolling equity interest in HBS, a joint venture we formed with Hudson’s Bay Company. Our share of net (loss) income, net of amortization of our excess investment, was $0.8 million and ($2.6) million for the three months ended March 31, 2020 and 2019, respectively. Total revenues, operating income and consolidated net (loss) income of HBS were approximately $31.6 million, $12.8 million and $7.1 million, respectively, for the three months ended March 31, 2020 and $33.4 million, $1.4 million and ($10.2) million, respectively, for the three months ended March 31, 2019. On September 15, 2016, we and a group of co-investors acquired certain assets and liabilities of Aéropostale, a retailer of apparel and accessories, out of bankruptcy. The interests were acquired through two separate joint ventures, a licensing venture and an operating venture. In April 2018, we contributed our entire interest in the licensing venture in exchange for additional interests in ABG, a brand development, marketing, and entertainment company. In January 2020, we acquired additional interests of 5.05% and 1.37% in Aéropostale and ABG, respectively, for $6.7 million and $33.5 million, respectively. At March 31, 2020, our noncontrolling equity method interests in the operations venture of Aéropostale and in ABG were 50.0% and 6.77% , respectively. European Investments At March 31, 2020, we owned 63,924,148 shares, or approximately 22.4%, of Klépierre, which had a quoted market price of $19.33 per share, which is below our carrying value. We have evaluated this investment and believe that any impairment is not other-than-temporary. Our share of net income, net of amortization of our excess investment, was $7.3 million and $17.8 million for the three months ended March 31, 2020 and 2019, respectively. Based on applicable Euro:USD exchange rates and after our conversion of Klépierre’s results to GAAP, Klépierre’s total revenues, operating income before other items and consolidated net income were approximately $322.1 million, $83.8 million and $61.0 million, respectively, for the three months ended March 31, 2020 and $377.2 million, $147.4 million and $114.6 million, respectively, for the three months ended March 31, 2019. We have an interest in a European investee that had interests in ten and nine Designer Outlet properties, of which six are consolidated by us, as of March 31, 2020 and December 31, 2019, respectively. As of March 31, 2020, our legal percentage ownership interests in these properties ranged from 45% to 94%. In addition, we have a 50.0% noncontrolling interest in a European property management and development company that provides services to the Designer Outlet properties. We also have minority interests in Value Retail PLC and affiliated entities, which own or have interests in and operate nine luxury outlets located throughout Europe and we also have a direct minority ownership in three of those outlets. At March 31, 2020 and December 31, 2019, the carrying value of these equity instruments without readily determinable fair values was $140.8 million and is included in deferred costs and other assets. Asian Joint Ventures We conduct our international Premium Outlet operations in Japan through a joint venture with Mitsubishi Estate Co., Ltd. We have a 40% noncontrolling ownership interest in this joint venture. The carrying amount of our investment in this joint venture was $214.9 million and $212.1 million as of March 31, 2020 and December 31, 2019, respectively, including all related components of accumulated other comprehensive income (loss). We conduct our international Premium Outlet operations in South Korea through a joint venture with Shinsegae International Co. We have a 50% noncontrolling ownership interest in this joint venture. The carrying amount of our investment in this joint venture was $176.8 million and $173.9 million as of March 31, 2020 and December 31, 2019, respectively, including all related components of accumulated other comprehensive income (loss). Summary Financial Information A summary of the combined balance sheets and statements of operations of our equity method investments and share of income from such investments, excluding Klépierre, Aéropostale, ABG, HBS, RGG, and Forever 21 as follows. COMBINED BALANCE SHEETS March 31, December 31, 2020 2019 Assets: Investment properties, at cost $ 19,500,080 $ 19,525,665 Less - accumulated depreciation 7,493,263 7,407,627 12,006,817 12,118,038 Cash and cash equivalents 844,940 1,015,864 Tenant receivables and accrued revenue, net 445,799 510,157 Right-of-use assets, net 180,638 185,302 Deferred costs and other assets 371,875 384,663 Total assets $ 13,850,069 $ 14,214,024 Liabilities and Partners’ Deficit: Mortgages $ 15,328,574 $ 15,391,781 Accounts payable, accrued expenses, intangibles, and deferred revenue 789,129 977,112 Lease liabilities 182,465 186,594 Other liabilities 362,323 338,412 Total liabilities 16,662,491 16,893,899 Preferred units 67,450 67,450 Partners’ deficit (2,879,872) (2,747,325) Total liabilities and partners’ deficit $ 13,850,069 $ 14,214,024 Our Share of: Partners’ deficit $ (1,248,877) $ (1,196,926) Add: Excess Investment 1,504,586 1,525,903 Our net Investment in unconsolidated entities, at equity $ 255,709 $ 328,977 “Excess Investment” represents the unamortized difference of our investment over our share of the equity in the underlying net assets of the joint ventures or other investments acquired and has been determined to relate to the fair value of the investment properties, intangible assets, including goodwill, and debt premiums and discounts. We amortize excess investment over the life of the related depreciable components of assets acquired, typically no greater than 40 years, the terms of the applicable leases, the estimated useful lives of the finite lived intangibles, and the applicable debt maturity, respectively. The amortization is included in the reported amount of income from unconsolidated entities. COMBINED STATEMENTS OF OPERATIONS For the Three Months Ended March 31, 2020 2019 REVENUE: Lease income $ 743,849 $ 758,979 Other income 74,515 75,922 Total revenue 818,364 834,901 OPERATING EXPENSES: Property operating 147,030 144,721 Depreciation and amortization 171,479 170,258 Real estate taxes 68,390 68,717 Repairs and maintenance 19,615 22,376 Advertising and promotion 22,753 24,326 Other 50,229 49,316 Total operating expenses 479,496 479,714 Operating Income Before Other Items 338,868 355,187 Interest expense (156,640) (156,016) Gain on sale or disposal of assets and interests in unconsolidated entities, net — 21,587 Net Income $ 182,228 $ 220,758 Third-Party Investors’ Share of Net Income $ 92,859 $ 112,668 Our Share of Net Income 89,369 108,090 Amortization of Excess Investment (20,840) (20,792) Our Share of Gain on Sale or Disposal of Assets and Interests in Other Income in the Consolidated Financial Statements — (9,155) Income from Unconsolidated Entities $ 68,529 $ 78,143 Our share of income from unconsolidated entities in the above table, aggregated with our share of the results of Klépierre, Aéropostale, ABG, HBS, RGG, and Forever 21 is presented in income from unconsolidated entities in the accompanying consolidated statements of operations and comprehensive income. Unless otherwise noted, our share of the gain on sale or disposal of assets and interests in unconsolidated entities, net is reflected within gain on sale or disposal of assets and interests in unconsolidated entities, net in the accompanying consolidated statements of operations and comprehensive income. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt | |
Debt | 7. Debt Unsecured Debt At March 31, 2020, our unsecured debt consisted of $15.8 billion of senior unsecured notes of the Operating Partnership, $3.0 billion outstanding under the Operating Partnership’s $4.0 billion unsecured revolving credit facility, or Credit Facility, $875.0 million outstanding under the Operating Partnership’s $3.5 billion unsecured revolving credit facility, or Supplemental Facility, and $1.0 billion outstanding under the Operating Partnership’s global unsecured commercial paper note program, or Commercial Paper program. On March 16, 2020, the Operating Partnership replaced in its entirety its existing $4.0 billion unsecured revolving credit facility by entering into an unsecured credit facility comprised of (i) an amendment and extension of the Credit Facility and (ii) a $2.0 billion delayed-draw term loan facility, or Term Facility, or together with the Credit Facility and the Supplemental Facility, the Facilities. The Credit Facility and the Term Facility can be increased in the form of either additional commitments under the Credit Facility or incremental term loans under the Term Facility in an aggregate amount for all such increases not to exceed $1.0 billion, for a total aggregate size of $7.0 billion, in each case, subject to obtaining additional lender commitments and satisfying certain customary conditions precedent. Borrowings may be denominated in U.S. dollars, Euro, Yen, Sterling, Canadian dollars and Australian dollars. Borrowings in currencies other than the U.S. dollar are limited to 95% of the maximum revolving credit amount, as defined. The initial maturity date of the Term Facility and Credit Facility are June 30, 2022 and June 30, 2024, respectively. Each of the Term Facility and Credit Facility can be extended for two additional six-month periods to June 30, 2023 and June 30, 2025, respectively, at our sole option, subject to satisfying certain customary conditions precedent. The Term Facility is available via a single draw during the nine-month period following March 16, 2020. Borrowings under the Credit Facility bear interest, at the Operating Partnership’s election, at either (i) LIBOR plus a margin determined by the Operating Partnership’s corporate credit rating of between 0.650% and 1.400% or (ii) the base rate (which rate is equal to the greatest of the prime rate, the federal funds effective rate plus 0.500% or LIBOR plus 1.000%) (the “Base Rate”), plus a margin determined by the Operating Partnership’s corporate credit rating of between 0.000% and 0.400%. The Credit Facility includes a facility fee determined by the Operating Partnership’s corporate credit rating of between 0.100% and 0.300% on the aggregate revolving commitments under the Credit Facility. The Credit Facility contains a money market competitive bid option program that allows the Operating Partnership to hold auctions to achieve lower pricing for short-term borrowings. Borrowings under the Term Facility bear interest, at the Operating Partnership’s election, at either (i) LIBOR plus a margin determined based on the Operating Partnership’s corporate credit rating of between 0.725% and 1.600% or (ii) the base rate (equal to the greatest of the prime rate, the federal funds effective rate plus 0.500% or LIBOR plus 1.000%) plus a margin determined by the Operating Partnership’s corporate credit rating of between 0.000% and 0.600%. The Term Facility includes a ticking fee equal to 0.100% of the unused term loan commitment under the Term Facility, which ticking fee shall commence accruing on the date that is forty-five days after the closing of the Term Facility. The Supplemental Facility’s initial borrowing capacity of $3.5 billion may be increased to $4.5 billion during its term and provides for borrowings denominated in U.S. dollars, Euro, Yen, Sterling, Canadian dollars and Australian dollars. The initial maturity date of the Supplemental Facility is June 30, 2022 and can be extended for an additional year to June 30, 2023 at our sole option, subject to our continued compliance with the terms thereof. The base interest rate on the Supplemental Facility is LIBOR plus 77.5 basis points with a facility fee of 10 basis points. At March 31, 2020, we had an aggregate available borrowing capacity of $4.6 billion under the Facilities. The maximum aggregate outstanding balance under the Facilities during the three months ended March 31, 2020 was $3.9 billion and the weighted average outstanding balance was $685.4 million. Letters of credit of $11.3 million were outstanding under the Facilities as of March 31, 2020. The Operating Partnership also has available a Commercial Paper program of $2.0 billion, or the non-U.S. dollar equivalent thereof. The Operating Partnership may issue unsecured commercial paper notes, denominated in U.S. dollars, Euro and other currencies. Notes issued in non-U.S. currencies may be issued by one or more subsidiaries of the Operating Partnership and are guaranteed by the Operating Partnership. Notes are sold under customary terms in the U.S. and Euro commercial paper note markets and rank (either by themselves or as a result of the guarantee described above) pari passu with the Operating Partnership’s other unsecured senior indebtedness. The Commercial Paper program is supported by the Credit Facilities and if necessary or appropriate, we may make one or more draws under either of the Credit Facilities to pay amounts outstanding from time to time on the Commercial Paper program. On March 31, 2020, we had $1.0 billion outstanding under the Commercial Paper program, comprised of $952.9 million of U.S. dollar-denominated notes and $91.3 million (U.S. dollar equivalent) of Euro-denominated notes with weighted average interest rates of 1.44% and (0.38%), respectively. These borrowings have weighted average maturity dates of May 28, 2020 and May 16, 2020, respectively, and reduce amounts otherwise available under the Facilities. Mortgage Debt Total mortgage indebtedness was $6.9 billion at March 31, 2020 and December 31, 2019. Covenants Our unsecured debt agreements contain financial covenants and other non-financial covenants. The Facilities contain ongoing covenants relating to total and secured leverage to capitalization value, minimum earnings before interest, taxes, depreciation, and amortization, or EBITDA, and unencumbered EBITDA coverage requirements. Payment under the Facilities can be accelerated if the Operating Partnership or Simon is subject to bankruptcy proceedings or upon the occurrence of certain other events. If we were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lender, including adjustments to the applicable interest rate. As of March 31, 2020, we were in compliance with all covenants of our unsecured debt. At March 31, 2020, our consolidated subsidiaries were the borrowers under 46 non-recourse mortgage notes secured by mortgages on 50 properties and other assets, including two separate pools of cross-defaulted and cross-collateralized mortgages encumbering a total of five properties. Under these cross-default provisions, a default under any mortgage included in the cross-defaulted pool may constitute a default under all mortgages within that pool and may lead to acceleration of the indebtedness due on each property within the pool. Certain of our secured debt instruments contain financial and other non-financial covenants which are specific to the properties that serve as collateral for that debt. If the applicable borrower under these non-recourse mortgage notes were to fail to comply with these covenants, the lender could accelerate the debt and enforce its rights against their collateral. At March 31, 2020, the applicable borrowers under these non-recourse mortgage notes were in compliance with all covenants where non-compliance could individually or in the aggregate, giving effect to applicable cross-default provisions, have a material adverse effect on our financial condition, liquidity or results of operations. Fair Value of Debt The carrying value of our variable-rate mortgages and other loans approximates their fair values. We estimate the fair values of consolidated fixed rate mortgages using cash flows discounted at current borrowing rates and other indebtedness using cash flows discounted at current market rates. We estimate the fair values of consolidated fixed rate unsecured notes using quoted market prices, or, if no quoted market prices are available, we use quoted market prices for securities with similar terms and maturities. The book value of our consolidated fixed rate mortgages and unsecured indebtedness including commercial paper was $22.8 billion and $23.2 billion as of March 31, 2020 and December 31, 2019, respectively. The fair values of these financial instruments and the related discount rate assumptions as of March 31, 2020 and December 31, 2019 are summarized as follows: March 31, December 31, 2020 2019 Fair value of consolidated fixed rate mortgages and unsecured indebtedness $ 22,889 $ 23,231 Weighted average discount rates assumed in calculation of fair value for fixed rate mortgages 2.41 % 3.75 % Weighted average discount rates assumed in calculation of fair value for unsecured indebtedness 2.53 % 3.67 % |
Equity
Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity | |
Equity | 8. Equity During the three months ended March 31, 2020, Simon issued 132,946 shares of common stock to four limited partners of the Operating Partnership in exchange for an equal number of units pursuant to the partnership agreement of the Operating Partnership. During the three months ended March 31, 2020, the Operating Partnership redeemed 116,072 units from two limited partners for $16.1 million. These transactions increased Simon’s ownership interest in the Operating Partnership. On February 13, 2017, Simon’s Board of Directors authorized a two-year extension of the previously authorized $2.0 billion common stock repurchase plan through March 31, 2019. On February 11, 2019, Simon's Board of Directors authorized a new common stock repurchase plan. Under the new plan, Simon may repurchase up to $2.0 billion of its common stock during the two-year period ending February 11, 2021 in the open market or in privately negotiated transactions as market conditions warrant. During the three months ended March 31, 2020, Simon purchased 1,245,654 shares at an average price of $122.50 per share. During the three months ended March 31, 2019, Simon purchased 46,377 shares at an average price of $164.49 per share as part of the previous program. As Simon repurchases shares under these programs, the Operating Partnership repurchases an equal number of units from Simon. We paid a common stock dividend of $2.10 per share in the first quarter of 2020 March 31, 2019 Temporary Equity Simon Simon classifies as temporary equity those securities for which there is the possibility that Simon could be required to redeem the security for cash irrespective of the probability of such a possibility. As a result, Simon classifies one series of preferred units in the Operating Partnership and noncontrolling redeemable interests in properties in temporary equity. Each of these securities is discussed further below. Limited Partners’ Preferred Interest in the Operating Partnership and Noncontrolling Redeemable Interests in Properties As of As of March 31, December 31, 2020 2019 7.50% Cumulative Redeemable Preferred Units, 260,000 units authorized, 255,373 issued and outstanding $ 25,537 $ 25,537 Other noncontrolling redeemable interests in properties 186,657 193,524 Limited partners’ preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties $ 212,194 $ 219,061 The Operating Partnership The Operating Partnership classifies as temporary equity those securities for which there is the possibility that the Operating Partnership could be required to redeem the security for cash, irrespective of the probability of such a possibility. As a result, the Operating Partnership classifies one series of preferred units and noncontrolling redeemable interests in properties in temporary equity. The following table summarizes the preferred units and the amount of the noncontrolling redeemable interests in properties as follows: As of As of March 31, December 31, 2020 2019 7.50% Cumulative Redeemable Preferred Units, 260,000 units authorized, 255,373 issued and outstanding $ 25,537 $ 25,537 Other noncontrolling redeemable interests in properties 186,657 193,524 Total preferred units, at liquidation value, and noncontrolling redeemable interests in properties $ 212,194 $ 219,061 Stock Based Compensation Awards under our stock based compensation plans primarily take the form of LTIP units and restricted stock grants. Restricted stock and awards under the LTIP programs are either market or performance-based, and are based on various individual, corporate and business unit performance measures as further described below. The expense related to these programs, net of amounts capitalized, is included within home and regional office costs and general and administrative costs in the accompanying statements of operations and comprehensive income. LTIP Programs. In 2018, the Compensation Committee established and granted awards under a redesigned LTIP program, or the 2018 LTIP program. Awards under the 2018 LTIP program were granted in two tranches, Tranche A LTIP units and Tranche B LTIP units. Each of the Tranche A LTIP units and the Tranche B LTIP units will be considered earned if, and only to the extent to which, the respective goals based on Funds From Operations, or FFO, per share or Relative TSR Goal performance criteria, as defined in the applicable award agreements, are achieved during the applicable two-year and three-year performance periods of the Tranche A LTIP units and Tranche B LTIP units, respectively. One half one-half The grant date fair value of the portion of the LTIP units based on achieving the target FFO performance criteria is $6.1 million for the Tranche A LTIP units and the Tranche B In 2019, the Compensation Committee established and granted awards under a redesigned LTIP program, or the 2019 LTIP program. Awards under the 2019 LTIP program will be considered earned if, and only to the extent to which, the respective performance conditions (based on Funds From Operations, or FFO, per share, and Objective Criteria Goals) and market conditions (based on Relative TSR performance), as defined in the applicable award agreements, are achieved during the applicable three-year measurement period, subject to the recipient’s continued employment through the vesting date. All of the earned LTIP units under the 2019 LTIP program will vest on January 1, 2023. The 2019 LTIP program provides that the amount earned of the performance-based portion of the awards is dependent on Simon’s performance compared to certain criteria and has a maximum potential fair value at issuance of $22.1 million. The grant date fair values of any LTIP units for market-based awards are estimated using a Monte Carlo model, and the resulting fixed expense is recorded regardless of whether the market condition criteria are achieved if the required service is delivered. The grant date fair values of the market-based awards are being amortized into expense over the period from the grant date to the date at which the awards, if earned, would become vested. The expense of the performance-based award is recorded over the period from the grant date to the date at which the awards, if earned, would become vested, based on our assessment as to whether it is probable that the performance criteria will be achieved during the applicable performance periods. The Compensation Committee approved LTIP unit grants as shown in the table below. The extent to which LTIP units were earned, and the aggregate grant date fair value, are as follows: LTIP Program LTIP Units Earned Grant Date Fair Value of TSR Award Grant Date Target Value of Performance-Based Awards 2018 LTIP program - Tranche A 38,148 $6.1 million $6.1 million 2018 LTIP program - Tranche B To be determined in 2021 $6.1 million $6.1 million 2019 LTIP program To be determined in 2022 $9.5 million $14.7 million We recorded compensation expense, net of capitalization, related to these LTIP programs of approximately $4.2 million and $3.9 million for the three months ended March 31, 2020 and 2019, respectively. Restricted Stock. We recorded compensation expense, net of capitalization, related to restricted stock of approximately $3.0 million and $2.7 million for the three months ended March 31, 2020 and 2019, respectively. Other Compensation Arrangements. |
Lease Income
Lease Income | 3 Months Ended |
Mar. 31, 2020 | |
Lease Income | |
Lease Income | 9. Lease Income Fixed lease income under our operating leases includes fixed minimum lease consideration and fixed common area maintenance, or CAM, reimbursements recorded on a straight-line basis. Variable lease income includes consideration based on sales, as well as reimbursements for real estate taxes, utilities, marketing, and certain other items. For the Three Months Ended March 31, 2020 2019 Fixed lease income $ 1,054,956 $ 1,081,560 Variable lease income 207,276 198,498 Total lease income $ 1,262,232 $ 1,280,058 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 10. Commitments and Contingencies Litigation We are involved from time-to-time in various legal and regulatory proceedings that arise in the ordinary course of our business, including, but not limited to, commercial disputes, environmental matters, and litigation in connection with transactions such as acquisitions and divestitures. We believe that current proceedings will not have a material adverse effect on our financial condition, liquidity, or results of operations. We record a liability when a loss is considered probable and the amount can be reasonably estimated. During the first quarter of 2019, we settled a lawsuit with our former insurance broker, Aon Risk Services Central Inc., related to the significant flood damage sustained at Opry Mills in May 2010. In accordance with a previous agreement with the prior co-investor in Opry Mills, a portion of the settlement was remitted to the co-investor. Our share of the settlement was approximately $68.0 million, which was recorded as other income in the accompanying consolidated statement of operations and comprehensive income. Lease Commitments As of March 31, 2020, a total of 23 of our consolidated properties are subject to ground leases. The termination dates of these ground leases range from 2021 to 2090, including periods for which exercising an extension option is reasonably assured. These ground leases generally require us to make fixed annual rental payments, or a fixed annual rental payment plus a percentage rent component based upon the revenues or total sales of the property. In addition, we have several regional office locations that are subject to leases with termination dates ranging from 2020 to 2028. These office leases generally require us to make fixed annual rental payments plus pay our share of common area, real estate, and utility expenses. Some of our ground and office leases include escalation clauses. All of our lease arrangements are classified as operating leases. We incurred ground lease expense and office lease expense, which are included in other expense and home office and regional expense, respectively, as follows: For the Three Months Ended March 31, 2020 March 31, 2019 Operating Lease Cost Fixed lease cost $ 8,009 $ 7,165 Variable lease cost 3,940 4,144 Sublease income (186) (167) Total operating lease cost $ 11,763 $ 11,142 For the Three Months Ended March 31, 2020 March 31, 2019 Other Information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 11,923 $ 12,068 Weighted-average remaining lease term - operating leases 35.1 years 36.2 years Weighted-average discount rate - operating leases 4.86% 4.87% Minimum lease payments due under these leases for years ending December 31, excluding applicable extension options and renewal options unless reasonably certain of exercise and any sublease income, are as follows: 2020 $ 32,706 2021 32,697 2022 32,721 2023 32,863 2024 32,997 Thereafter 923,246 $ 1,087,230 Impact of discounting (565,852) Operating lease liabilities $ 521,378 Guarantees of Indebtedness Joint venture debt is the liability of the joint venture and is typically secured by the joint venture property, which is non-recourse to us. As of March 31, 2020 and December 31, 2019, the Operating Partnership guaranteed joint venture related mortgage indebtedness of $180.0 million and $214.8 million, respectively Mortgages guaranteed by the Operating Partnership are secured by the property of the joint venture which could be sold in order to satisfy the outstanding obligation and which has an estimated fair value in excess of the guaranteed amount. Concentration of Credit Risk Our U.S. Malls, Premium Outlets, and The Mills rely upon anchor tenants to attract customers; however, anchors do not contribute materially to our financial results as many anchors own their spaces. All material operations are within the United States and no customer or tenant accounts for 5% or more of our consolidated revenues. Hurricane Impacts During the third quarter of 2017, our two wholly-owned properties located in Puerto Rico sustained significant damage as a result of Hurricane Maria. Since the date of the loss, we have received $75.4 million of insurance proceeds from third-party carriers related to the two properties located in Puerto Rico, of which $45.9 million was used for property restoration and remediation and to reduce the insurance recovery receivable. During the three months ended March 31, 2020 and 2019, we recorded $1.1 million and $4.4 million, respectively, as business interruption income, which was recorded in other income in the accompanying consolidated statements of operations and comprehensive income. COVID-19 On March 11, 2020, the World Health Organization declared the novel strain of coronavirus, or COVID-19, a global pandemic and recommended containment and mitigation measures worldwide. The COVID-19 pandemic continues to adversely impact economic activity in retail real estate and has contributed to significant volatility and downward pressure on a significant number of our tenants in many communities where our properties are located. The impact of the pandemic has been rapidly evolving and, as cases of the virus have continued to be identified, governments and other authorities, including where we own or hold interests in properties, have imposed measures intended to control its spread, including restrictions on freedom of movement, group gatherings and business operations such as travel bans, border closings, business closures, quarantines, stay-at-home, shelter-in-place orders, density limitations and social distancing measures. As a result, the Company may experience material impacts including, but not limited to, changes in the ability to recognize revenue due to changes in the probability of collection, reductions in lease income associated with the write-off of operating lease receivables, and asset impairment charges as a result of changing cash flows generated by our properties. Given the differing consumer demographics and responses to the pandemic and the characteristics and layout of certain properties, these measures are impacting, and will continue to impact, some properties more than others. The impacts of the COVID-19 pandemic on our operations and financial condition cannot be reasonably estimated at this time. As of March 31, 2020, all of our domestic properties, certain of our retailer investments, and certain international properties were temporarily closed. As of the date of this filing, many of our properties remained temporarily closed. We are reopening retail properties in markets where local and state closure orders have been lifted and retail restrictions have been eased. As of May 11, the Company has reopened 77 of its retail properties in the United States. In March, as a precautionary measure to maximize liquidity and to increase available cash on hand, the Company drew $3.75 billion on its Facilities. The proceeds are available to be used to repay Commercial Paper borrowings if deemed necessary, fund working capital, as well as general corporate or other purposes. In April 2020, the FASB staff released guidance focused on treatment of concessions related to the effects of COVID-19 on the application of lease modification guidance in Accounting Standards Codification (ASC) 842. The guidance provides a practical expedient to forgo the associated reassessments required by ASC 842 when changes to a lease result in similar or lower future consideration. The accounting for payment deferrals will not be affected; however, rent abatements may be accounted for as negative variable lease consideration in the period granted. We are continuing to evaluate the impact of this guidance in light of ongoing discussions about the impact of COVID-19 with our tenants. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Significant Accounting Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. Cash equivalents are carried at cost, which approximates fair value. Cash equivalents generally consist of commercial paper, bankers’ acceptances, Eurodollars, repurchase agreements, and money market deposits or securities. Financial instruments that potentially subject us to concentrations of credit risk include our cash and cash equivalents and our trade accounts receivable. We place our cash and cash equivalents with institutions of high credit quality. However, at certain times, such cash and cash equivalents are in excess of Federal Deposit Insurance Corporation and Securities Investor Protection Corporation insurance limits. |
Equity Instruments and Debt Securities | Equity Instruments and Debt Securities Equity instruments and debt securities consist primarily of equity instruments, our deferred compensation plan investments, the debt securities of our captive insurance subsidiary, and certain investments held to fund the debt service requirements of debt previously secured by investment properties. At March 31, 2020 and December 31, 2019, we had equity instruments with readily determinable fair values of $44.4 million and $68.2 million, respectively. Changes in the fair value of these equity instruments are recorded in earnings. Non-cash mark-to-market adjustments related to an investment we hold in units of a publicly traded real estate investment trust are included in unrealized (losses) gains in fair value of equity instruments in our consolidated statements of operations and comprehensive income. Non-cash mark-to-market adjustments related to other non-real estate securities with readily determinable fair values for the three months ended March 31, 2020 and 2019 were nil in each period. At March 31, 2020 and December 31, 2019, we had equity instruments without readily determinable fair values of $311.4 million and $295.4 million, respectively, for which we have elected the measurement alternative. We regularly evaluate these investments for any impairment in their estimated fair value, as well as any observable price changes for an identical or similar equity instrument of the same issuer, and determined that no material adjustment in the carrying value was required for the three months ended March 31, 2020 and 2019. Our deferred compensation plan equity instruments are valued based upon quoted market prices. The investments have a matching liability as the amounts are fully payable to the employees that earned the compensation. Changes in value of these securities and changes to the matching liability to employees are both recognized in earnings and, as a result, there is no impact to consolidated net income. At March 31, 2020 and December 31, 2019, we held debt securities of $62.3 million and $52.8 million, respectively, in our captive insurance subsidiary. The types of securities included in the investment portfolio of our captive insurance subsidiary are typically U.S. Treasury or other U.S. government securities as well as corporate debt securities with maturities ranging from less than one year to ten years. These securities are classified as available-for-sale and are valued based upon quoted market prices or other observable inputs when quoted market prices are not available. The amortized cost of debt securities, which approximates fair value, held by our captive insurance subsidiary is adjusted for amortization of premiums and accretion of discounts to maturity. Changes in the values of these securities are recognized in accumulated other comprehensive income (loss) until the gain or loss is realized or until any unrealized loss is deemed to be other-than-temporary. We review any declines in value of these securities for other-than-temporary impairment and consider the severity and duration of any decline in value. To the extent an other-than-temporary impairment is deemed to have occurred, an impairment is recorded and a new cost basis is established. Our captive insurance subsidiary is required to maintain statutory minimum capital and surplus as well as maintain a minimum liquidity ratio. Therefore, our access to these securities may be limited. |
Fair Value Measurements | Fair Value Measurements Level 1 fair value inputs are quoted prices for identical items in active, liquid and visible markets such as stock exchanges. Level 2 fair value inputs are observable information for similar items in active or inactive markets, and appropriately consider counterparty creditworthiness in the valuations. Level 3 fair value inputs reflect our best estimate of inputs and assumptions market participants would use in pricing an asset or liability at the measurement date. The inputs are unobservable in the market and significant to the valuation estimate. We have no investments for which fair value is measured on a recurring basis using Level 3 inputs. The equity instruments with readily determinable fair values we held at March 31, 2020 and December 31, 2019 were primarily classified as having Level 1 and Level 2 fair value inputs. In addition, we had derivative instruments which were classified as having Level 2 inputs, which consist primarily of foreign currency forward contracts and interest rate swap agreements with a gross asset balance of $39.8 million and $17.5 million at March 31, 2020 and December 31, 2019, respectively, and a gross liability balance of $1.4 million and $3.8 million at March 31, 2020 and December 31, 2019, respectively. Note 7 includes a discussion of the fair value of debt measured using Level 2 inputs. Level 3 inputs to our purchase accounting and impairment analyses include our estimations of net operating results of the property, capitalization rates and discount rates. |
Noncontrolling Interests | Noncontrolling Interests Simon Details of the carrying amount of our noncontrolling interests are as follows: As of As of March 31, December 31, 2020 2019 Limited partners’ interests in the Operating Partnership $ 325,546 $ 378,339 Nonredeemable noncontrolling interests in properties, net 3,808 6,513 Total noncontrolling interests reflected in equity $ 329,354 $ 384,852 Net income attributable to noncontrolling interests (which includes nonredeemable and redeemable noncontrolling interests in consolidated properties, limited partners’ interests in the Operating Partnership and preferred distributions payable by the Operating Partnership on its outstanding preferred units) is a component of consolidated net income. In addition, the individual components of other comprehensive income (loss) are presented in the aggregate for both controlling and noncontrolling interests, with the portion attributable to noncontrolling interests deducted from comprehensive income attributable to common stockholders. The Operating Partnership Our evaluation of the appropriateness of classifying the Operating Partnership’s common units of partnership interest, or units, held by Simon and the Operating Partnership's limited partners within permanent equity considered several significant factors. First, as a limited partnership, all decisions relating to the Operating Partnership’s operations and distributions are made by Simon, acting as the Operating Partnership’s sole general partner. The decisions of the general partner are made by Simon's Board of Directors or management. The Operating Partnership has no other governance structure. Secondly, the sole asset of Simon is its interest in the Operating Partnership. As a result, a share of common stock of Simon, or common stock, if owned by the Operating Partnership, is best characterized as being similar to a treasury share and thus not an asset of the Operating Partnership. Limited partners of the Operating Partnership have the right under the Operating Partnership’s partnership agreement to exchange their units for shares of common stock or cash, as selected by Simon as the sole general partner. Accordingly, we classify units held by limited partners in permanent equity because Simon may elect to issue shares of common stock to limited partners exercising their exchange rights rather than using cash. Under the Operating Partnership’s partnership agreement, the Operating Partnership is required to redeem units held by Simon only when Simon has repurchased shares of common stock. We classify units held by Simon in permanent equity because the decision to redeem those units would be made by Simon. Net income attributable to noncontrolling interests (which includes nonredeemable and redeemable noncontrolling interests in consolidated properties) is a component of consolidated net income. |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Simon The total accumulated other comprehensive income (loss) related to Simon’s currency translation adjustment was ($180.9 million) and ($160.4 million) as of March 31, 2020 and December 31, 2019, respectively. The reclassifications out of accumulated other comprehensive income (loss) consisted of the following during the three months ended March 31: Affected line item where 2020 2019 net income is presented Accumulated derivative gains (losses), net $ 480 $ (1,088) Interest expense (63) 143 Net income attributable to noncontrolling interests $ 417 $ (945) The Operating Partnership The total accumulated other comprehensive income (loss) related to the Operating Partnership’s currency translation adjustment was ($208.4 million) and ($184.8 million) as of March 31, 2020 and December 31, 2019, respectively. The reclassifications out of accumulated other comprehensive income (loss) consisted of the following during the three months ended March 31: |
Derivative Financial Instruments | Derivative Financial Instruments We record all derivatives on our consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have designated a derivative as a hedge and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. We may use a variety of derivative financial instruments in the normal course of business to selectively manage or hedge a portion of the risks associated with our indebtedness and interest payments. Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps and caps. We require that hedging derivative instruments be highly effective in reducing the risk exposure that they are designated to hedge. We formally designate any instrument that meets these hedging criteria as a hedge at the inception of the derivative contract. We have no credit-risk-related hedging or derivative activities. As of March 31, 2020 and December 31, 2019, we had no outstanding interest rate derivatives. We generally do not apply hedge accounting to interest rate caps, which had a nominal value as of March 31, 2020 and December 31, 2019. We are also exposed to foreign currency risk on financings of certain foreign operations. Our intent is to offset gains and losses that occur on the underlying exposures, with gains and losses on the derivative contracts hedging these exposures. We do not enter into either interest rate protection or foreign currency rate protection agreements for speculative purposes. We may enter into treasury lock agreements as part of an anticipated debt issuance. Upon completion of the debt issuance, the fair value of these instruments is recorded as part of accumulated other comprehensive income (loss) and is amortized to interest expense over the life of the debt agreement. The unamortized gain on our treasury locks and terminated hedges recorded in accumulated other comprehensive income (loss) was $10.1 million as of March 31, 2020, compared to an unamortized loss of $10.6 million as of December 31, 2019. Within the next year, we expect to reclassify to earnings approximately $1.2 million of gains related to terminated interest rate swaps from the current balance held in accumulated other comprehensive income (loss). We are also exposed to fluctuations in foreign exchange rates on financial instruments which are denominated in foreign currencies, primarily in Yen and Euro. We use currency forward contracts, cross currency swap contracts and foreign currency denominated debt to manage our exposure to changes in foreign exchange rates on certain Yen and Euro-denominated receivables and net investments. Currency forward contracts involve fixing the Yen:USD or Euro:USD exchange rate for delivery of a specified amount of foreign currency on a specified date. The currency forward contracts are typically cash settled in U.S. dollars for their fair value at or close to their settlement date. We had the following Euro:USD forward contracts designated as net investment hedges at March 31, 2020 and December 31, 2019 (in millions): Asset (Liability) Value as of March 31, December 31, Notional Value Maturity Date 2020 2019 € 50.0 March 20, 2020 — (0.5) € 50.0 March 20, 2020 — (0.5) € 50.0 March 20, 2020 — (0.5) € 50.0 May 15, 2020 2.9 1.5 € 100.0 June 18, 2020 2.2 (0.6) € 90.0 June 18, 2020 2.0 (0.5) € 50.0 June 18, 2020 (0.1) — € 50.0 June 18, 2020 (0.9) — € 50.0 September 23, 2020 (0.1) — € 30.0 September 23, 2020 (0.1) — € 10.0 September 23, 2020 — — € 100.0 December 18, 2020 2.9 (0.6) € 100.0 December 18, 2020 2.9 (0.6) € 50.0 May 14, 2021 3.3 1.3 € 60.0 December 20, 2021 2.3 — € 60.0 December 20, 2021 2.4 — € 30.0 December 20, 2021 1.1 — Asset balances in the above table are included in deferred costs and other assets. Liability balances in the above table are included in other liabilities. We use a Euro-denominated cross-currency swap agreement to manage our exposure to changes in foreign exchange rates by swapping $150.0 million of 4.38% fixed rate U.S. dollar-denominated debt to 1.37% fixed rate Euro-denominated debt of €121.6 million. The cross-currency swap matures on December 1, 2020. The fair value of our cross-currency swap agreement at March 31, 2020 and December 31, 2019 was $17.8 million and $14.7 million, respectively, and is included in deferred costs and other assets. We have designated certain currency forward contracts and the cross-currency swap as net investment hedges. Accordingly, we report the changes in fair value in other comprehensive income (loss). Changes in the value of these forward contracts are offset by changes in the underlying hedged Euro-denominated joint venture investment. The total accumulated other comprehensive income related to Simon’s derivative activities, including our share of other comprehensive income from unconsolidated entities, was $60.3 million and $41.2 million as of March 31, 2020 and December 31, 2019, respectively. The total accumulated other comprehensive income related to the Operating Partnership’s derivative activities, including our share of other comprehensive income from unconsolidated entities, was $69.3 million and $47.5 million as of March 31, 2020 and December 31, 2019, respectively. |
New Accounting Pronouncements | New Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, "Financial Instruments - Credit Losses," which introduced new guidance for an approach based on expected losses to estimate credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. Instruments in scope include loans, held-to-maturity debt securities, and net investments in leases as well as reinsurance and trade receivables. In November 2018, the FASB issued ASU 2018-19, which clarifies that operating lease receivables are outside the scope of the new standard. This standard was effective for us as of January 1, 2020. There was no impact on our consolidated financial statements at adoption. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform,” which provides temporary optional expedients and exceptions to the US GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. The guidance is effective upon issuance and generally can be applied to any contract modifications or existing and new hedging relationships through December 31, 2022. We are currently evaluating the impact that the expected market transition from LIBOR to alternative references rates will have on our financial statements as well as the applicability of the aforementioned expedients and exceptions provided in ASU 2020-04. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Significant Accounting Policies | |
Schedule of carrying amount of noncontrolling interests | As of As of March 31, December 31, 2020 2019 Limited partners’ interests in the Operating Partnership $ 325,546 $ 378,339 Nonredeemable noncontrolling interests in properties, net 3,808 6,513 Total noncontrolling interests reflected in equity $ 329,354 $ 384,852 |
Schedule of reclassifications out of accumulated other comprehensive income (loss) | Affected line item where 2020 2019 net income is presented Accumulated derivative gains (losses), net $ 480 $ (1,088) Interest expense (63) 143 Net income attributable to noncontrolling interests $ 417 $ (945) |
Schedule of Euro:USD forward contracts | We had the following Euro:USD forward contracts designated as net investment hedges at March 31, 2020 and December 31, 2019 (in millions): Asset (Liability) Value as of March 31, December 31, Notional Value Maturity Date 2020 2019 € 50.0 March 20, 2020 — (0.5) € 50.0 March 20, 2020 — (0.5) € 50.0 March 20, 2020 — (0.5) € 50.0 May 15, 2020 2.9 1.5 € 100.0 June 18, 2020 2.2 (0.6) € 90.0 June 18, 2020 2.0 (0.5) € 50.0 June 18, 2020 (0.1) — € 50.0 June 18, 2020 (0.9) — € 50.0 September 23, 2020 (0.1) — € 30.0 September 23, 2020 (0.1) — € 10.0 September 23, 2020 — — € 100.0 December 18, 2020 2.9 (0.6) € 100.0 December 18, 2020 2.9 (0.6) € 50.0 May 14, 2021 3.3 1.3 € 60.0 December 20, 2021 2.3 — € 60.0 December 20, 2021 2.4 — € 30.0 December 20, 2021 1.1 — |
Simon Property Group, L.P. | |
Significant Accounting Policies | |
Schedule of reclassifications out of accumulated other comprehensive income (loss) | |
Per Share and Per Unit Data (Ta
Per Share and Per Unit Data (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Per Share And Per Unit Data | |
Schedule of computation of basic and diluted earnings per share and basic and diluted earnings per unit | For the Three Months Ended March 31, 2020 2019 Net Income attributable to Common Stockholders — Basic and Diluted $ 437,605 $ 548,475 Weighted Average Shares Outstanding — Basic and Diluted 306,504,084 308,978,053 |
Simon Property Group, L.P. | |
Per Share And Per Unit Data | |
Schedule of computation of basic and diluted earnings per share and basic and diluted earnings per unit | For the Three Months Ended March 31, 2020 2019 Net Income attributable to Unitholders — Basic and Diluted $ 504,263 $ 631,551 Weighted Average Units Outstanding — Basic and Diluted 353,191,960 355,778,250 |
Investment in Unconsolidated _2
Investment in Unconsolidated Entities and International Investments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Investments in Unconsolidated Entities and International Investments | |
Summary of equity method investments and share of income from such investments, balance sheet | March 31, December 31, 2020 2019 Assets: Investment properties, at cost $ 19,500,080 $ 19,525,665 Less - accumulated depreciation 7,493,263 7,407,627 12,006,817 12,118,038 Cash and cash equivalents 844,940 1,015,864 Tenant receivables and accrued revenue, net 445,799 510,157 Right-of-use assets, net 180,638 185,302 Deferred costs and other assets 371,875 384,663 Total assets $ 13,850,069 $ 14,214,024 Liabilities and Partners’ Deficit: Mortgages $ 15,328,574 $ 15,391,781 Accounts payable, accrued expenses, intangibles, and deferred revenue 789,129 977,112 Lease liabilities 182,465 186,594 Other liabilities 362,323 338,412 Total liabilities 16,662,491 16,893,899 Preferred units 67,450 67,450 Partners’ deficit (2,879,872) (2,747,325) Total liabilities and partners’ deficit $ 13,850,069 $ 14,214,024 Our Share of: Partners’ deficit $ (1,248,877) $ (1,196,926) Add: Excess Investment 1,504,586 1,525,903 Our net Investment in unconsolidated entities, at equity $ 255,709 $ 328,977 |
Summary of equity method investments and share of income from such investments, statements of operations | For the Three Months Ended March 31, 2020 2019 REVENUE: Lease income $ 743,849 $ 758,979 Other income 74,515 75,922 Total revenue 818,364 834,901 OPERATING EXPENSES: Property operating 147,030 144,721 Depreciation and amortization 171,479 170,258 Real estate taxes 68,390 68,717 Repairs and maintenance 19,615 22,376 Advertising and promotion 22,753 24,326 Other 50,229 49,316 Total operating expenses 479,496 479,714 Operating Income Before Other Items 338,868 355,187 Interest expense (156,640) (156,016) Gain on sale or disposal of assets and interests in unconsolidated entities, net — 21,587 Net Income $ 182,228 $ 220,758 Third-Party Investors’ Share of Net Income $ 92,859 $ 112,668 Our Share of Net Income 89,369 108,090 Amortization of Excess Investment (20,840) (20,792) Our Share of Gain on Sale or Disposal of Assets and Interests in Other Income in the Consolidated Financial Statements — (9,155) Income from Unconsolidated Entities $ 68,529 $ 78,143 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt | |
Schedule of fair value of financial instruments and the related discount rate assumptions | March 31, December 31, 2020 2019 Fair value of consolidated fixed rate mortgages and unsecured indebtedness $ 22,889 $ 23,231 Weighted average discount rates assumed in calculation of fair value for fixed rate mortgages 2.41 % 3.75 % Weighted average discount rates assumed in calculation of fair value for unsecured indebtedness 2.53 % 3.67 % |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Schedule of preferred units of the Operating Partnership and the amount of the noncontrolling redeemable interests in properties | As of As of March 31, December 31, 2020 2019 7.50% Cumulative Redeemable Preferred Units, 260,000 units authorized, 255,373 issued and outstanding $ 25,537 $ 25,537 Other noncontrolling redeemable interests in properties 186,657 193,524 Limited partners’ preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties $ 212,194 $ 219,061 |
Schedule of LTIP units earned and aggregate grant date fair values adjusted for estimated forfeitures | LTIP Program LTIP Units Earned Grant Date Fair Value of TSR Award Grant Date Target Value of Performance-Based Awards 2018 LTIP program - Tranche A 38,148 $6.1 million $6.1 million 2018 LTIP program - Tranche B To be determined in 2021 $6.1 million $6.1 million 2019 LTIP program To be determined in 2022 $9.5 million $14.7 million |
Simon Property Group, L.P. | |
Schedule of preferred units of the Operating Partnership and the amount of the noncontrolling redeemable interests in properties | As of As of March 31, December 31, 2020 2019 7.50% Cumulative Redeemable Preferred Units, 260,000 units authorized, 255,373 issued and outstanding $ 25,537 $ 25,537 Other noncontrolling redeemable interests in properties 186,657 193,524 Total preferred units, at liquidation value, and noncontrolling redeemable interests in properties $ 212,194 $ 219,061 |
Lease Income (Tables)
Lease Income (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Lease Income | |
Schedule of lease income | For the Three Months Ended March 31, 2020 2019 Fixed lease income $ 1,054,956 $ 1,081,560 Variable lease income 207,276 198,498 Total lease income $ 1,262,232 $ 1,280,058 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies. | |
Schedule of lease cost | For the Three Months Ended March 31, 2020 March 31, 2019 Operating Lease Cost Fixed lease cost $ 8,009 $ 7,165 Variable lease cost 3,940 4,144 Sublease income (186) (167) Total operating lease cost $ 11,763 $ 11,142 |
Schedule of other lease information | For the Three Months Ended March 31, 2020 March 31, 2019 Other Information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 11,923 $ 12,068 Weighted-average remaining lease term - operating leases 35.1 years 36.2 years Weighted-average discount rate - operating leases 4.86% 4.87% |
Schedule of future minimum lease payments due | 2020 $ 32,706 2021 32,697 2022 32,721 2023 32,863 2024 32,997 Thereafter 923,246 $ 1,087,230 Impact of discounting (565,852) Operating lease liabilities $ 521,378 |
Organization (Details)
Organization (Details) | Mar. 31, 2020propertystatecountry |
U.S. and Puerto Rico | |
Real Estate Properties | |
Number of properties | 204 |
Number of U.S. states containing property locations | state | 37 |
U.S. and Puerto Rico | Malls | |
Real Estate Properties | |
Number of properties | 99 |
U.S. and Puerto Rico | Premium Outlets | |
Real Estate Properties | |
Number of properties | 69 |
U.S. and Puerto Rico | The Mills | |
Real Estate Properties | |
Number of properties | 14 |
U.S. and Puerto Rico | Community/Lifestyle Centers | |
Real Estate Properties | |
Number of properties | 4 |
U.S. and Puerto Rico | Other shopping centers or outlet centers | |
Real Estate Properties | |
Number of properties | 18 |
Asia, Europe and Canada | Premium and Designer Outlets | |
Real Estate Properties | |
Number of properties | state | 30 |
Europe | Klepierre | |
Real Estate Properties | |
Ownership percentage | 22.40% |
Number of countries | country | 15 |
Basis of Presentation (Details)
Basis of Presentation (Details) - property | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Real Estate Properties | |||
Total number of joint venture properties | 83 | ||
Number of joint venture properties managed by the entity | 57 | ||
Number of International joint venture properties | 22 | ||
Number of joint venture properties managed by others | 26 | ||
Simon Property Group, L.P. | |||
Ownership interest: | |||
Ownership interest in the Operating Partnership (as a percent) | 86.80% | 86.80% | |
Simon Property Group, L.P. | Weighted average | |||
Ownership interest: | |||
Ownership interest in the Operating Partnership (as a percent) | 86.80% | 86.80% | |
Wholly owned properties | |||
Real Estate Properties | |||
Number of properties | 133 | ||
Partially owned properties | |||
Real Estate Properties | |||
Number of properties | 18 |
Significant Accounting Polici_2
Significant Accounting Policies - Equity Instruments and Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Equity Instruments and Investments | |||
Equity instruments with readily determinable fair value | $ 44,400 | $ 68,200 | |
Non-cash mark-to-market adjustment | 0 | $ 0 | |
Equity instruments without readily determinable fair values | 311,400 | 295,400 | |
Debt securities of our captive insurance companies | $ 62,300 | $ 52,800 | |
Debt Securities | Securities in captive insurance subsidiary portfolio | Minimum | |||
Equity Instruments and Investments | |||
Investment maturity period | 1 year | ||
Debt Securities | Securities in captive insurance subsidiary portfolio | Maximum | |||
Equity Instruments and Investments | |||
Investment maturity period | 10 years |
Significant Accounting Polici_3
Significant Accounting Policies - Fair Value Measurements (Details) $ in Millions | Mar. 31, 2020USD ($)item | Dec. 31, 2019USD ($) |
Fair Value Measurements | ||
Number of investments for which fair value is measured on a recurring basis using Level 3 inputs | item | 0 | |
Level 2 | Recurring | ||
Fair Value Measurements | ||
Interest rate swap agreements and foreign currency forward contracts, gross asset balance | $ 39.8 | $ 17.5 |
Interest rate swap agreements and foreign currency forward contracts, gross liability balance | $ 1.4 | $ 3.8 |
Significant Accounting Polici_4
Significant Accounting Policies - Noncontrolling Interests, Simon Property Group, Inc. (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Significant Accounting Policies | ||
Limited partners' interests in the Operating Partnership | $ 325,546 | $ 378,339 |
Nonredeemable noncontrolling interests in properties, net | 3,808 | 6,513 |
Total noncontrolling interests reflected in equity | $ 329,354 | $ 384,852 |
Significant Accounting Polici_5
Significant Accounting Policies - Reclassification Out of AOCI, Simon Property Group, Inc. (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Significant Accounting Policies | |||
Total accumulated other comprehensive income (loss) | $ (180,900) | $ (160,400) | |
Interest expense | (187,627) | $ (198,733) | |
Net income attributable to noncontrolling interests | (66,965) | (82,638) | |
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | 437,605 | 548,475 | |
Accumulated derivative losses, net, including noncontrolling interests | Amount reclassified from accumulated other comprehensive income (loss) | |||
Significant Accounting Policies | |||
Interest expense | 480 | (1,088) | |
Accumulated derivative losses, attributable to noncontrolling interests | Amount reclassified from accumulated other comprehensive income (loss) | |||
Significant Accounting Policies | |||
Net income attributable to noncontrolling interests | (63) | 143 | |
Accumulated derivative gains (losses), net | Amount reclassified from accumulated other comprehensive income (loss) | |||
Significant Accounting Policies | |||
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ 417 | $ (945) |
Significant Accounting Polici_6
Significant Accounting Policies - Reclassification Out Of AOCI, Simon Property Group, L.P. (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Significant Accounting Policies | |||
Total accumulated other comprehensive income (loss) | $ (180,900) | $ (160,400) | |
Interest expense | (187,627) | $ (198,733) | |
Simon Property Group, L.P. | |||
Significant Accounting Policies | |||
Total accumulated other comprehensive income (loss) | (208,400) | $ (184,800) | |
Interest expense | (187,627) | (198,733) | |
Simon Property Group, L.P. | Amount reclassified from accumulated other comprehensive income (loss) | |||
Significant Accounting Policies | |||
Interest expense | $ 480 | $ (1,088) |
Significant Accounting Polici_7
Significant Accounting Policies - Derivative Financial Instruments (Details) € in Millions, $ in Millions | Mar. 31, 2020EUR (€)DerivativeInstrument | Mar. 31, 2020USD ($)DerivativeInstrument | Dec. 31, 2019EUR (€)DerivativeInstrument | Dec. 31, 2019USD ($)DerivativeInstrument |
Derivative Financial Instruments | ||||
Number of credit-risk-related hedging or derivative activities | DerivativeInstrument | 0 | 0 | ||
Unamortized gain (loss) on treasury locks and terminated hedges | $ 10.1 | $ (10.6) | ||
Amount expected to be reclassified from accumulated other comprehensive loss to earnings within the next year | 1.2 | |||
Gross accumulated other comprehensive income related to derivative activities | $ 60.3 | $ 41.2 | ||
Interest rate swap | Designated as Hedging Instrument | ||||
Derivative Financial Instruments | ||||
Number of Instruments | DerivativeInstrument | 0 | 0 | 0 | 0 |
Euro:USD currency forward contract | March 20, 2020 | Net Investment Hedging | Designated as Hedging Instrument | ||||
Derivative Financial Instruments | ||||
Notional Amount | € | € 50 | |||
Forward contract net, fair value | $ (0.5) | |||
Euro:USD currency forward contract | March 20, 2020 | Net Investment Hedging | Designated as Hedging Instrument | ||||
Derivative Financial Instruments | ||||
Notional Amount | € | 50 | |||
Forward contract net, fair value | (0.5) | |||
Euro:USD currency forward contract | March 20, 2020 | Net Investment Hedging | Designated as Hedging Instrument | ||||
Derivative Financial Instruments | ||||
Notional Amount | € | 50 | |||
Forward contract net, fair value | (0.5) | |||
Euro:USD currency forward contract | May 15, 2020 | Net Investment Hedging | Designated as Hedging Instrument | ||||
Derivative Financial Instruments | ||||
Notional Amount | € | € 50 | 50 | ||
Forward contract net, fair value | $ 2.9 | 1.5 | ||
Euro:USD currency forward contract | June 18, 2020 | Net Investment Hedging | Designated as Hedging Instrument | ||||
Derivative Financial Instruments | ||||
Notional Amount | € | 100 | 100 | ||
Forward contract net, fair value | 2.2 | (0.6) | ||
Euro:USD currency forward contract | June 18, 2020 | Net Investment Hedging | Designated as Hedging Instrument | ||||
Derivative Financial Instruments | ||||
Notional Amount | € | 90 | 90 | ||
Forward contract net, fair value | 2 | (0.5) | ||
Euro:USD currency forward contract | June 18, 2020 | Net Investment Hedging | Designated as Hedging Instrument | ||||
Derivative Financial Instruments | ||||
Notional Amount | € | 50 | |||
Forward contract net, fair value | (0.1) | |||
Euro:USD currency forward contract | June 18, 2020 | Net Investment Hedging | Designated as Hedging Instrument | ||||
Derivative Financial Instruments | ||||
Notional Amount | € | 50 | |||
Forward contract net, fair value | (0.9) | |||
Euro:USD currency forward contract | September 23, 2020 | Net Investment Hedging | Designated as Hedging Instrument | ||||
Derivative Financial Instruments | ||||
Notional Amount | € | 50 | |||
Forward contract net, fair value | (0.1) | |||
Euro:USD currency forward contract | September 23, 2020 | Net Investment Hedging | Designated as Hedging Instrument | ||||
Derivative Financial Instruments | ||||
Notional Amount | € | 30 | |||
Forward contract net, fair value | (0.1) | |||
Euro:USD currency forward contract | September 23, 2020 | Net Investment Hedging | Designated as Hedging Instrument | ||||
Derivative Financial Instruments | ||||
Notional Amount | € | 10 | |||
Euro:USD currency forward contract | December 18, 2020 | Net Investment Hedging | Designated as Hedging Instrument | ||||
Derivative Financial Instruments | ||||
Notional Amount | € | 100 | 100 | ||
Forward contract net, fair value | 2.9 | (0.6) | ||
Euro:USD currency forward contract | December 18, 2020 | Net Investment Hedging | Designated as Hedging Instrument | ||||
Derivative Financial Instruments | ||||
Notional Amount | € | 100 | 100 | ||
Forward contract net, fair value | 2.9 | (0.6) | ||
Euro:USD currency forward contract | May 14, 2021 | Net Investment Hedging | Designated as Hedging Instrument | ||||
Derivative Financial Instruments | ||||
Notional Amount | € | 50 | € 50 | ||
Forward contract net, fair value | 3.3 | 1.3 | ||
Euro:USD currency forward contract | December 20, 2021 | Net Investment Hedging | Designated as Hedging Instrument | ||||
Derivative Financial Instruments | ||||
Notional Amount | € | 60 | |||
Forward contract net, fair value | 2.3 | |||
Euro:USD currency forward contract | December 20, 2021 | Net Investment Hedging | Designated as Hedging Instrument | ||||
Derivative Financial Instruments | ||||
Notional Amount | € | 60 | |||
Forward contract net, fair value | 2.4 | |||
Euro:USD currency forward contract | December 20, 2021 | Net Investment Hedging | Designated as Hedging Instrument | ||||
Derivative Financial Instruments | ||||
Notional Amount | € | € 30 | |||
Forward contract net, fair value | 1.1 | |||
US denominated cross currency swap | Net Investment Hedging | Designated as Hedging Instrument | ||||
Derivative Financial Instruments | ||||
Notional Amount | $ 150 | |||
Swapping interest rate | 4.38% | 4.38% | ||
Euro denominated cross currency swap | Net Investment Hedging | Designated as Hedging Instrument | ||||
Derivative Financial Instruments | ||||
Notional Amount | € | € 121.6 | |||
Fixed exchange rate | 1.37% | 1.37% | ||
Euro denominated cross currency swap | Deferred costs and other assets | Net Investment Hedging | Designated as Hedging Instrument | ||||
Derivative Financial Instruments | ||||
Interest rate derivative asset, fair value | $ 17.8 | 14.7 | ||
Simon Property Group, L.P. | ||||
Derivative Financial Instruments | ||||
Gross accumulated other comprehensive income related to derivative activities | $ 69.3 | $ 47.5 |
Real Estate Acquisitions and _2
Real Estate Acquisitions and Dispositions (Details) - Hotel $ in Millions | Sep. 19, 2019USD ($) |
Acquisitions | |
Ownership interests acquired (as a percent) | 50.00% |
Cash purchase price for acquisition | $ 12.8 |
Mortgage bearing 4.02% | |
Acquisitions | |
Fixed rate debt | $ 21.5 |
Fixed rate of interest | 4.02% |
Per Share and Per Unit Data (De
Per Share and Per Unit Data (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Per Share And Per Unit Data | ||
Net Income attributable to Common Stockholders - Basic | $ 437,605 | $ 548,475 |
Net Income attributable to Common Stockholders - Diluted | $ 437,605 | $ 548,475 |
Weighted Average Shares Outstanding - Basic and Diluted | 306,504,084 | 308,978,053 |
Simon Property Group, L.P. | ||
Per Share And Per Unit Data | ||
Net Income attributable to Common Stockholders - Basic | $ 504,263 | $ 631,551 |
Net Income attributable to Common Stockholders - Diluted | $ 504,263 | $ 631,551 |
Weighted Average Shares Outstanding - Basic and Diluted | 353,191,960 | 355,778,250 |
Investments in Unconsolidated E
Investments in Unconsolidated Entities and International Investments - Real Estate Joint Ventures and Investments (Details) $ in Millions | Mar. 31, 2020USD ($)property | Dec. 31, 2019USD ($) |
Investment in Unconsolidated Entities | ||
Total number of joint venture properties | property | 83 | |
Construction and other related party loans | ||
Investment in Unconsolidated Entities | ||
Loans to related party | $ | $ 78.1 | $ 78.4 |
Investments in Unconsolidated_2
Investments in Unconsolidated Entities and International Investments - Unconsolidated Entity Transactions (Details) $ / shares in Units, $ in Thousands | Feb. 19, 2020USD ($)item | Feb. 09, 2020USD ($)personproperty$ / shares | Oct. 16, 2019USD ($) | Sep. 19, 2019USD ($) | Sep. 15, 2016item | Jan. 31, 2020USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) |
Investment in Unconsolidated Entities | |||||||||
Aggregate investment in ventures | $ 1,628,343 | $ 1,731,649 | |||||||
Share of net income, net of amortization of our excess investment excluding impairment | 50,465 | $ 90,444 | |||||||
Michigan corporation ("TCO") | |||||||||
Investment in Unconsolidated Entities | |||||||||
Percentage of ownership interest after transaction | 80.00% | ||||||||
Shareholder voting approval (as a percent) | 66.70% | ||||||||
Number of designees | person | 3 | ||||||||
Share price (in dollars per share) | $ / shares | $ 52.50 | ||||||||
Cash purchase price for acquisition | $ 3,600,000 | ||||||||
Hotel | |||||||||
Investment in Unconsolidated Entities | |||||||||
Ownership interests acquired (as a percent) | 50.00% | ||||||||
Cash purchase price for acquisition | $ 12,800 | ||||||||
Ownership interest after acquisition (as a percent) | 100.00% | ||||||||
Simon Property Group, L.P. | |||||||||
Investment in Unconsolidated Entities | |||||||||
Aggregate investment in ventures | 1,628,343 | $ 1,731,649 | |||||||
Share of net income, net of amortization of our excess investment excluding impairment | $ 50,465 | 90,444 | |||||||
Simon Property Group, L.P. | Michigan corporation ("TCO") | |||||||||
Investment in Unconsolidated Entities | |||||||||
Ownership interests acquired (as a percent) | 100.00% | ||||||||
Taubman Realty Group L.P. | Michigan corporation ("TCO") | |||||||||
Investment in Unconsolidated Entities | |||||||||
Percentage of ownership interest after transaction | 20.00% | ||||||||
Number of designees | person | 3 | ||||||||
Taubman Realty Group L.P. | US and Asia | |||||||||
Investment in Unconsolidated Entities | |||||||||
Number of properties | property | 26 | ||||||||
Forever 21 | |||||||||
Investment in Unconsolidated Entities | |||||||||
Number of joint ventures | item | 2 | ||||||||
Ownership interest (as a percent) | 37.50% | ||||||||
Aggregate investment in ventures | $ 67,600 | ||||||||
Shop Premium Outlets | |||||||||
Investment in Unconsolidated Entities | |||||||||
Ownership interest (as a percent) | 45.00% | ||||||||
Contribution to form joint venture | $ 276,800 | ||||||||
Aeropostale | |||||||||
Investment in Unconsolidated Entities | |||||||||
Number of joint ventures | item | 2 | ||||||||
Aeropostale Retail Operations | |||||||||
Investment in Unconsolidated Entities | |||||||||
Ownership interest (as a percent) | 50.00% | ||||||||
Additional noncontrolling interest purchased | 5.05% | ||||||||
Purchase of equity instruments | $ 6,700 | ||||||||
Authentic Brands Group LLC | |||||||||
Investment in Unconsolidated Entities | |||||||||
Ownership interest (as a percent) | 6.77% | ||||||||
Additional noncontrolling interest purchased | 1.37% | ||||||||
Purchase of equity instruments | $ 33,500 | ||||||||
HBS | |||||||||
Investment in Unconsolidated Entities | |||||||||
Ownership interest (as a percent) | 11.70% | 11.70% | |||||||
Share of net income, net of amortization of our excess investment excluding impairment | $ 800 | (2,600) | |||||||
Total revenues | 31,600 | 33,400 | |||||||
Total operating income before other items | 12,800 | 1,400 | |||||||
Consolidated net income | $ 7,100 | (10,200) | |||||||
Unconsolidated properties | Disposed by Sales | Residential properties | |||||||||
Investment in Unconsolidated Entities | |||||||||
Proceeds from sale or disposal of real estate assets | 17,300 | ||||||||
Gain (loss) on disposition of interest in properties | $ 15,600 |
Investments in Unconsolidated_3
Investments in Unconsolidated Entities and International Investments - European Investments (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020USD ($)property$ / sharesshares | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($)property | |
Investment in Unconsolidated Entities | |||
Income from unconsolidated entities | $ 50,465 | $ 90,444 | |
European Joint Venture | Designer Outlet properties | |||
Investment in Unconsolidated Entities | |||
Number of properties | property | 10 | 9 | |
Number of properties consolidated by entity | property | 6 | ||
European Joint Venture | Designer Outlet properties | Minimum | |||
Investment in Unconsolidated Entities | |||
Ownership interest (as a percent) | 45.00% | ||
European Joint Venture | Designer Outlet properties | Maximum | |||
Investment in Unconsolidated Entities | |||
Ownership interest (as a percent) | 94.00% | ||
European Property Management and Development | Designer Outlet properties | |||
Investment in Unconsolidated Entities | |||
Ownership interest (as a percent) | 50.00% | ||
Europe | Klepierre | |||
Investment in Unconsolidated Entities | |||
Shares owned | shares | 63,924,148 | ||
Ownership interest (as a percent) | 22.40% | ||
Quoted market price per share (in dollars per share) | $ / shares | $ 19.33 | ||
Income from unconsolidated entities | $ 7,300 | 17,800 | |
Total revenues | 322,100 | 377,200 | |
Total operating income before other items | 83,800 | 147,400 | |
Consolidated net income | $ 61,000 | $ 114,600 | |
Europe | Value Retail PLC | |||
Investment in Unconsolidated Entities | |||
Number of luxury outlets owned and operated | property | 9 | ||
Number of outlets in which the entity has a minority direct ownership | property | 3 | ||
Europe | Value Retail PLC | Deferred costs and other assets | |||
Investment in Unconsolidated Entities | |||
Value of equity instruments | $ 140,800 | $ 140,800 |
Investments in Unconsolidated_4
Investments in Unconsolidated Entities and International Investments - Asian Joint Ventures (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Investment in Unconsolidated Entities | ||
Our net Investment in unconsolidated entities, at equity | $ 1,628,343 | $ 1,731,649 |
Japan | Mitsubishi Estate Co., Ltd. | Premium Outlets | ||
Investment in Unconsolidated Entities | ||
Ownership percentage | 40.00% | 40.00% |
Our net Investment in unconsolidated entities, at equity | $ 214,900 | $ 212,100 |
South Korea | Shinsegae International Co | Premium Outlets | ||
Investment in Unconsolidated Entities | ||
Ownership percentage | 50.00% | 50.00% |
Our net Investment in unconsolidated entities, at equity | $ 176,800 | $ 173,900 |
Investments in Unconsolidated_5
Investments in Unconsolidated Entities and International Investments - Combined Balance Sheets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Our Share of: | ||
Our net Investment in unconsolidated entities, at equity | $ 1,628,343 | $ 1,731,649 |
Unconsolidated properties | Maximum | ||
Our Share of: | ||
Estimated life of investment property | 40 years | |
Equity Method Investees excluding Klepierre, Aeropostale, ABG, HBS, RGG and Forever 21 | Unconsolidated properties | ||
Assets: | ||
Investment properties, at cost | $ 19,500,080 | 19,525,665 |
Less - accumulated depreciation | 7,493,263 | 7,407,627 |
Investment properties at cost, net | 12,006,817 | 12,118,038 |
Cash and cash equivalents | 844,940 | 1,015,864 |
Tenant receivables and accrued revenue, net | 445,799 | 510,157 |
Right-of-use assets, net | 180,638 | 185,302 |
Deferred costs and other assets | 371,875 | 384,663 |
Total assets | 13,850,069 | 14,214,024 |
Liabilities and Partners' Deficit: | ||
Mortgages | 15,328,574 | 15,391,781 |
Accounts payable, accrued expenses, intangibles, and deferred revenue | 789,129 | 977,112 |
Lease liabilities | 182,465 | 186,594 |
Other liabilities | 362,323 | 338,412 |
Total liabilities | 16,662,491 | 16,893,899 |
Preferred units | 67,450 | 67,450 |
Partners' deficit | (2,879,872) | (2,747,325) |
Total liabilities and partners' deficit | 13,850,069 | 14,214,024 |
Our Share of: | ||
Partners' deficit | (1,248,877) | (1,196,926) |
Add: Excess Investment | 1,504,586 | 1,525,903 |
Our net Investment in unconsolidated entities, at equity | $ 255,709 | $ 328,977 |
Investments in Unconsolidated_6
Investments in Unconsolidated Entities and International Investments - Combined Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
OPERATING EXPENSES: | ||
Income from Unconsolidated Entities | $ 50,465 | $ 90,444 |
Equity Method Investees excluding Klepierre, Aeropostale, ABG, HBS, RGG and Forever 21 | Unconsolidated properties | ||
REVENUE: | ||
Lease income | 743,849 | 758,979 |
Other income | 74,515 | 75,922 |
Total revenue | 818,364 | 834,901 |
OPERATING EXPENSES: | ||
Property operating | 147,030 | 144,721 |
Depreciation and amortization | 171,479 | 170,258 |
Real estate taxes | 68,390 | 68,717 |
Repairs and maintenance | 19,615 | 22,376 |
Advertising and promotion | 22,753 | 24,326 |
Other | 50,229 | 49,316 |
Total operating expenses | 479,496 | 479,714 |
Operating Income Before Other Items | 338,868 | 355,187 |
Interest expense | (156,640) | (156,016) |
Gain on sale or disposal of assets and interests in unconsolidated entities, net | 21,587 | |
Net Income | 182,228 | 220,758 |
Third-Party Investors' Share of Net Income | 92,859 | 112,668 |
Our Share of Net Income | 89,369 | 108,090 |
Amortization of Excess Investment | (20,840) | (20,792) |
Our Share of Gain on Sale or Disposal of Assets and Interest in Other Income in the Consolidated Financial Statements | (9,155) | |
Income from Unconsolidated Entities | $ 68,529 | $ 78,143 |
Debt (Details)
Debt (Details) $ in Thousands | Mar. 16, 2020USD ($)item | Mar. 31, 2020USD ($)itemproperty | Dec. 31, 2019USD ($) |
Debt | |||
Unsecured debt | $ 27,553,413 | $ 24,163,230 | |
Simon Property Group, L.P. | |||
Debt | |||
Unsecured debt | 27,553,413 | 24,163,230 | |
Secured Debt | Mortgages | |||
Debt | |||
Unsecured debt | $ 6,900,000 | $ 6,900,000 | |
Number of properties pledged as collateral | property | 50 | ||
Debt covenants | |||
Number of non-recourse mortgage notes under which the Company and subsidiaries are borrowers | item | 46 | ||
Number of cross-defaulted and cross-collateralized mortgage pools | item | 2 | ||
Total number of properties pledged as collateral for cross defaulted and cross collateralized mortgages | property | 5 | ||
Unsecured Debt | Senior unsecured notes | Simon Property Group, L.P. | |||
Debt | |||
Unsecured debt | $ 15,800,000 | ||
Unsecured Debt | Commercial Paper | Simon Property Group, L.P. | |||
Debt | |||
Credit facility, amount outstanding | 1,000,000 | ||
Maximum borrowing capacity | 2,000,000 | ||
Unsecured Debt | U.S Dollar Denominated Notes | Simon Property Group, L.P. | |||
Debt | |||
Credit facility, amount outstanding | $ 952,900 | ||
Weighted average interest rate (as a percent) | 1.44% | ||
Unsecured Debt | Euro Denominated Notes | Simon Property Group, L.P. | |||
Debt | |||
Credit facility, amount outstanding | $ 91,300 | ||
Weighted average interest rate (as a percent) | (0.38%) | ||
Unsecured Debt | Facilities | Simon Property Group, L.P. | |||
Debt | |||
Available borrowing capacity | $ 4,600,000 | ||
Maximum amount outstanding during period | 3,900,000 | ||
Credit facility, weighted average amount outstanding | 685,400 | ||
Letters of credit outstanding | $ 11,300 | ||
Unsecured Debt | Credit Facility and Term Facility | Simon Property Group, L.P. | |||
Debt | |||
Maximum borrowing capacity | $ 7,000,000 | ||
Additional borrowing capacity | $ 1,000,000 | ||
Additional extension period | item | 2 | ||
Debt extension period | 6 months | ||
Debt single draw period | 9 months | ||
Unsecured Debt | Credit Facility and Term Facility | Maximum | Simon Property Group, L.P. | |||
Debt | |||
Percentage of borrowings in currencies other than the U.S. dollar | 95.00% | ||
Unsecured Debt | Term loan | Simon Property Group, L.P. | |||
Debt | |||
Maximum borrowing capacity | $ 2,000,000 | ||
Commitment fee (in percentage) | 0.10% | ||
Ticketing fee accruing after closing term facility | 45 days | ||
Unsecured Debt | Term loan | Simon Property Group, L.P. | LIBOR | |||
Debt | |||
Interest rate (as a percent) | 1.00% | ||
Unsecured Debt | Term loan | Simon Property Group, L.P. | Fed Funds Effective Rate | |||
Debt | |||
Interest rate (as a percent) | 0.50% | ||
Unsecured Debt | Term loan | Minimum | Simon Property Group, L.P. | LIBOR | |||
Debt | |||
Interest rate (as a percent) | 0.725% | ||
Unsecured Debt | Term loan | Minimum | Simon Property Group, L.P. | Base Rate | |||
Debt | |||
Interest rate (as a percent) | 0.00% | ||
Unsecured Debt | Term loan | Maximum | Simon Property Group, L.P. | LIBOR | |||
Debt | |||
Interest rate (as a percent) | 1.60% | ||
Unsecured Debt | Term loan | Maximum | Simon Property Group, L.P. | Base Rate | |||
Debt | |||
Interest rate (as a percent) | 0.60% | ||
Unsecured Debt | Credit Facility | Simon Property Group, L.P. | |||
Debt | |||
Credit facility, amount outstanding | $ 3,000,000 | ||
Maximum borrowing capacity | $ 4,000,000 | $ 4,000,000 | |
Unsecured Debt | Credit Facility | Simon Property Group, L.P. | LIBOR | |||
Debt | |||
Interest rate (as a percent) | 1.00% | ||
Unsecured Debt | Credit Facility | Simon Property Group, L.P. | Fed Funds Effective Rate | |||
Debt | |||
Interest rate (as a percent) | 0.50% | ||
Unsecured Debt | Credit Facility | Minimum | Simon Property Group, L.P. | LIBOR | |||
Debt | |||
Interest rate (as a percent) | 0.65% | ||
Commitment fee (in percentage) | 0.10% | ||
Unsecured Debt | Credit Facility | Minimum | Simon Property Group, L.P. | Base Rate | |||
Debt | |||
Interest rate (as a percent) | 0.00% | ||
Unsecured Debt | Credit Facility | Maximum | Simon Property Group, L.P. | LIBOR | |||
Debt | |||
Interest rate (as a percent) | 1.40% | ||
Commitment fee (in percentage) | 0.30% | ||
Unsecured Debt | Credit Facility | Maximum | Simon Property Group, L.P. | Base Rate | |||
Debt | |||
Interest rate (as a percent) | 0.40% | ||
Unsecured Debt | Supplemental Facility | Simon Property Group, L.P. | |||
Debt | |||
Unsecured debt | $ 875,000 | ||
Maximum borrowing capacity | 3,500,000 | ||
Optional expanded maximum borrowing capacity | $ 4,500,000 | ||
Additional facility fee (as a percent) | 0.10% | ||
Unsecured Debt | Supplemental Facility | Simon Property Group, L.P. | LIBOR | |||
Debt | |||
Interest rate (as a percent) | 0.775% |
Debt - Fair Value (Details)
Debt - Fair Value (Details) $ in Millions | Mar. 31, 2020USD ($)item | Dec. 31, 2019USD ($)item |
Fixed rate mortgages and unsecured indebtedness | Book value | ||
Fair Value of Debt | ||
Fair value of consolidated fixed rate mortgages and unsecured indebtedness | $ | $ 22,800 | $ 23,200 |
Fixed rate mortgages and unsecured indebtedness | Fair value | ||
Fair Value of Debt | ||
Fair value of consolidated fixed rate mortgages and unsecured indebtedness | $ | $ 22,889 | $ 23,231 |
Discount Rate | Weighted average | Fixed rate mortgages | ||
Fair Value of Debt | ||
Debt percentage- measurement input | item | 0.0241 | 0.0375 |
Discount Rate | Weighted average | Unsecured Debt | ||
Fair Value of Debt | ||
Debt percentage- measurement input | item | 0.0253 | 0.0367 |
Equity - Shares or Units Activi
Equity - Shares or Units Activity (Details) $ / shares in Units, $ in Millions | Feb. 11, 2019USD ($) | Feb. 13, 2017USD ($) | Mar. 31, 2020USD ($)item$ / sharesshares | Mar. 31, 2019$ / sharesshares |
Equity | ||||
Redemption of units | 116,072 | 774 | ||
Exchange of limited partner units, (in shares) | 132,946 | 24,000 | ||
Common stock authorized for repurchase | $ | $ 2,000 | $ 2,000 | ||
Period common stock is authorized to repurchase | 2 years | |||
Stock repurchase program, extension period | 2 years | |||
Shares repurchased (in shares) | 1,245,654 | 46,377 | ||
Average share price repurchased (in dollars per share) | $ / shares | $ 122.50 | |||
Common stock dividends paid (in dollars per share) | $ / shares | $ 2.10 | $ 2.05 | ||
Limited Partners | ||||
Equity | ||||
Exchange of limited partner units, (in shares) | 132,946 | |||
Number of limited partners who received common stock | item | 4 | |||
2017 Share Repurchase Program | ||||
Equity | ||||
Shares repurchased (in shares) | 46,377 | |||
Average share price repurchased (in dollars per share) | $ / shares | $ 164.49 | |||
Simon Property Group, L.P. | ||||
Equity | ||||
Redemption of units | 116,072 | 774 | ||
Distributions paid per unit (in dollars per share) | $ / shares | $ 2.10 | $ 2.05 | ||
Simon Property Group, L.P. | Limited Partners | ||||
Equity | ||||
Redemption of units | 116,072 | |||
Number of limited partners who received common stock | item | 2 | |||
Value of units redeemed | $ | $ 16.1 |
Equity - Temporary Equity (Deta
Equity - Temporary Equity (Details) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020USD ($)itemshares | Dec. 31, 2019USD ($)itemshares | |
Redeemable preferred stock | ||
Limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties | $ | $ 212,194 | $ 219,061 |
Simon Property Group, L.P. | ||
Redeemable preferred stock | ||
Limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties | $ | $ 212,194 | $ 219,061 |
7.5% Cumulative Redeemable Preferred Units | ||
Redeemable preferred stock | ||
Number of series of units classified into temporary equity | item | 1 | 1 |
Noncontrolling interests redeemable at amounts in excess of fair value | item | 0 | 0 |
Preferred stock stated dividend rate percentage | 7.50% | 7.50% |
Temporary equity, shares authorized | shares | 260,000 | 260,000 |
Temporary equity, shares issued | shares | 255,373 | 255,373 |
Temporary equity, shares outstanding | shares | 255,373 | 255,373 |
Limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties | $ | $ 25,537 | $ 25,537 |
7.5% Cumulative Redeemable Preferred Units | Simon Property Group, L.P. | ||
Redeemable preferred stock | ||
Number of series of units classified into temporary equity | item | 1 | 1 |
Preferred stock stated dividend rate percentage | 7.50% | 7.50% |
Temporary equity, shares authorized | shares | 260,000 | 260,000 |
Temporary equity, shares issued | shares | 255,373 | 255,373 |
Temporary equity, shares outstanding | shares | 255,373 | 255,373 |
Limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties | $ | $ 25,537 | $ 25,537 |
Other noncontrolling redeemable interest | ||
Redeemable preferred stock | ||
Limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties | $ | 186,657 | 193,524 |
Other noncontrolling redeemable interest | Simon Property Group, L.P. | ||
Redeemable preferred stock | ||
Limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties | $ | $ 186,657 | $ 193,524 |
Equity - Stock Based Compensati
Equity - Stock Based Compensation (Details) $ in Millions | Jul. 06, 2011USD ($)shares | Mar. 31, 2020USD ($)shares | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($)item | Dec. 31, 2017shares | Dec. 31, 2016shares | Dec. 31, 2015shares |
Restricted stock | |||||||
Stock-based incentive plan awards | |||||||
Compensation expense, net of capitalization | $ 3 | $ 2.7 | |||||
LTIP Retention Award to Chairman and CEO | |||||||
Stock-based incentive plan awards | |||||||
Awards earned (in units) | shares | 1,000,000 | ||||||
Grant Date Fair Value | $ 120.3 | ||||||
Service period | 8 years | ||||||
LTIP Retention Award to Chairman and CEO | A Units | |||||||
Stock-based incentive plan awards | |||||||
Awards earned (in units) | shares | 360,000 | ||||||
LTIP Retention Award to Chairman and CEO | B Units | |||||||
Stock-based incentive plan awards | |||||||
Awards earned (in units) | shares | 360,000 | ||||||
LTIP Retention Award to Chairman and CEO | C Units | |||||||
Stock-based incentive plan awards | |||||||
Awards earned (in units) | shares | 280,000 | ||||||
LTIP programs | |||||||
Stock-based incentive plan awards | |||||||
Percent of distributions of Operating Partnership that participants are entitled to receive during performance period | 10.00% | ||||||
Compensation expense, net of capitalization | $ 4.2 | $ 3.9 | |||||
2018 LTIP program | LTIP Units | |||||||
Stock-based incentive plan awards | |||||||
Number of tranches | item | 2 | ||||||
Grant Date Fair Value | $ 12.1 | ||||||
2018 LTIP program | LTIP Units | Maximum | |||||||
Stock-based incentive plan awards | |||||||
Grant Date Fair Value | $ 18.2 | ||||||
2018 LTIP program | LTIP Units | Tranche A | |||||||
Stock-based incentive plan awards | |||||||
Vesting rights each year beginning 2021 (as a percent) | 50.00% | ||||||
Performance period | 2 years | ||||||
Awards earned (in units) | shares | 38,148 | ||||||
Grant Date Fair Value | $ 6.1 | $ 6.1 | |||||
Grant Date Target Value | 6.1 | ||||||
2018 LTIP program | LTIP Units | Tranche B | |||||||
Stock-based incentive plan awards | |||||||
Performance period | 3 years | ||||||
Grant Date Fair Value | 6.1 | $ 6.1 | |||||
Grant Date Target Value | $ 6.1 | ||||||
2019 LTIP program | LTIP Units | |||||||
Stock-based incentive plan awards | |||||||
Performance period | 3 years | ||||||
Grant Date Fair Value | $ 9.5 | ||||||
Grant Date Target Value | 14.7 | ||||||
2019 LTIP program | LTIP Units | Maximum | |||||||
Stock-based incentive plan awards | |||||||
Grant Date Target Value | $ 22.1 |
Lease Income (Details)
Lease Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Lease Income | ||
Fixed-lease income | $ 1,054,956 | $ 1,081,560 |
Variable lease income | 207,276 | 198,498 |
Total lease income | $ 1,262,232 | $ 1,280,058 |
Commitments and Contingencies -
Commitments and Contingencies - Litigation (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Opry Mills, Nashville, TN | Other income | |
Insurance | |
Gain on litigation settlement | $ 68 |
Commitments and Contingencies_2
Commitments and Contingencies - Lease Commitments (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020USD ($)property | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Lease Commitments | |||
Properties subject to ground leases | property | 23 | ||
Lease Cost | |||
Fixed lease cost | $ 8,009 | $ 7,165 | |
Variable lease cost | 3,940 | 4,144 | |
Sublease income | (186) | (167) | |
Total operating lease cost | 11,763 | 11,142 | |
Cash paid for amounts included in the measurement of lease liabilities | |||
Operating cash flows from operating leases | $ 11,923 | $ 12,068 | |
Weighted-average remaining lease term - operating leases | 35 years 1 month 6 days | 36 years 2 months 12 days | |
Weighted-average discount rate - operating leases | 4.86% | 4.87% | |
Operating Lease Liabilities | |||
2020 | $ 32,706 | ||
2021 | 32,697 | ||
2022 | 32,721 | ||
2023 | 32,863 | ||
2024 | 32,997 | ||
Thereafter | 923,246 | ||
Future minimum gross lease payments | 1,087,230 | ||
Impact of discounting | (565,852) | ||
Operating lease liabilities | $ 521,378 | $ 516,809 |
Commitments and Contingencies_3
Commitments and Contingencies - Guarantees of Indebtedness (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Joint Venture Mortgage and Indebtedness | ||
Guarantees of Joint Venture Indebtedness: | ||
Loan guarantee | $ 180 | $ 214.8 |
Commitments and Contingencies_4
Commitments and Contingencies - Concentration of Credit Risk (Details) | 3 Months Ended |
Mar. 31, 2020 | |
Consolidated revenues | Concentration of credit risk | Maximum | |
Concentration of Credit Risk | |
Percentage of consolidated revenues from a single customer or tenant | 5.00% |
Commitments and Contingencies_5
Commitments and Contingencies - Hurricane Impacts (Details) $ in Thousands | 3 Months Ended | 30 Months Ended | ||
Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Sep. 30, 2017property | Mar. 31, 2020USD ($) | |
Hurricane Impact | ||||
Insurance proceeds recorded as business interruption | $ 423 | $ 1,757 | ||
Loss from Catastrophes | PUERTO RICO | Wholly owned properties | ||||
Hurricane Impact | ||||
Number of properties significantly damaged | property | 2 | |||
Total insurance proceeds received | $ 75,400 | |||
Insurance proceeds received and used for property restoration and remediation | $ 45,900 | |||
Loss from Catastrophes | PUERTO RICO | Wholly owned properties | Other income | ||||
Hurricane Impact | ||||
Insurance proceeds recorded as business interruption | $ 1,100 | $ 4,400 |
Commitments and Contingencies_6
Commitments and Contingencies - COVID 19 (Details) $ in Millions | 1 Months Ended | |
Mar. 31, 2020USD ($) | May 11, 2020property | |
Commitments and Contingencies | ||
Number of properties reopened since temporary closure | property | 77 | |
Facilities | ||
Commitments and Contingencies | ||
Amount drawn for precautionary measure | $ | $ 3,750 |