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8-K Filing
Simon Property (SPG) 8-KFinancial statements and exhibits
Filed: 8 May 03, 12:00am
CONTACTS:
Shelly Doran 317.685.7330 Investors
Les Morris 317.263.7711 Media
FOR IMMEDIATE RELEASE
SIMON PROPERTY GROUP ANNOUNCES STRONG FIRST QUARTER RESULTS AND
QUARTERLY DIVIDENDS
Indianapolis, Indiana—May 7, 2003...Simon Property Group, Inc. (the "Company") (NYSE:SPG) today announced results for the quarter ended March 31, 2003.
Funds from Operations is a widely used measure of the operating performance of real estate companies and is provided here as a supplemental measure to Generally Accepted Accounting Principles (GAAP) net income available to common shareholders and earnings per share. A reconciliation of net income to FFO is provided in the financial statement section of this press release.
Occupancy for mall and freestanding stores in the regional malls at March 31, 2003 was 91.7% as compared to 90.9% at March 31, 2002. Comparable retail sales per square foot increased 2% to $390 as compared to $383 at March 31, 2002, while total retail sales per square foot increased 2% to $386 at March 31, 2003 as compared to $377 at March 31, 2002. Average base rents for mall and freestanding stores in the regional mall portfolio were $31.28 per square foot at March 31, 2003, an increase of $1.77 or 6%, from March 31, 2002. The average initial base rent for new mall store leases signed during the first three months of 2003 was $45.57, an increase of $12.26 or 37% over the tenants who closed or whose leases expired.
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Major factors driving results for the quarter:
"Our primary goal for 2003 is the improvement of our operating margins through increases in rental rates on new lease executions, increases in portfolio occupancy, and a continued focus on utilizing our economies of scale to drive down operating costs," said David Simon, chief executive officer. "We made healthy progress toward that goal during the first quarter and remain focused on our strategy to enhance our core portfolio."
New Development Projects
The Company has two new development projects currently under construction:
Redevelopment Activities
On March 29th, the redevelopment of The Galleria in Houston was completed. The project included an entire mall renovation plus an expansion that added Houston's first Nordstrom, a flagship Foley's, 228,000 square feet of small shops and two parking decks. Total project cost was $144 million, of which SPG's share was $45 million. The anticipated stabilized rate of return for the project is 10%.
Dispositions
The Company's disposition efforts continued in the first quarter with the sale of a portfolio of assets on January 9, 2003. Memorial Mall in Sheboygan, Wisconsin; Mounds Mall and Cinema in Anderson, Indiana; and Richmond Square in Richmond, Indiana were sold for $34 million. On April 29th, the Company sold Forest Village Park Mall in Forestville, Maryland for $20.5 million.
Acquisitions
On March 14, 2003, the Company purchased the remaining ownership interest in The Forum Shops at Caesars in Las Vegas, Nevada for $174 million in cash, and assumed the minority limited partner's share of existing debt and other partnership liabilities. The acquisition was funded with borrowings on the Company's corporate credit facility.
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The Forum Shops is one of the top retail destinations in the world with annual tenant sales in excess of $1,100 per square foot and traffic of 54,000 shoppers daily. The Company also started construction during the quarter on a 175,000-square-foot expansion of The Forum Shops affronting Las Vegas Boulevard, which will add multilevel luxury retail and restaurants.
Financing Activities
On March 18, 2003, the Company announced that its partnership subsidiary, Simon Property Group, L.P., completed the sale of $500 million of debt securities. The issue included two tranches of senior unsecured notes: $300 million of 4.875% Notes due 2010 and $200 million of 5.450% Notes due 2013.
Including the effect of hedging activities, the all-in effective yield is 4.67% for the seven-year notes, 5.19% for the ten-year notes and a blended effective yield of 4.88% for the entire offering. Net proceeds from the offering were primarily used to pay down Simon Property Group, L.P.'s unsecured credit facility. The transaction was priced on March 13, 2003.
Dividends
Today the Company also announced a common stock dividend of $0.60 per share. This dividend will be paid on May 30, 2003 to shareholders of record on May 16, 2003.
Solely for purposes of satisfying U.S. federal income tax withholding obligations under section 1.1445-8 of the federal income tax regulations with respect to payments to non-U.S. shareholders, the Company will characterize $0.1956 of this distribution as a capital gain dividend to reflect the taxable composition of its 2002 distributions. This characterization is relevant only for purposes of withholding on payments to non-U.S. shareholders of record as of the close of business on May 16, 2003, and is not relevant to U.S. shareholders. The Company also declared dividends on its three public issues of preferred stock, all payable on June 30, 2003 to shareholders of record on June 16, 2003:
Certain matters discussed in this press release may be deemed forward-looking statements within the meaning of the federal securities laws. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained, and it is possible that our actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties.
Those risks and uncertainties include, but are not limited to, the national, regional and local economic climate, competitive market forces, changes in market rental rates, trends in the retail industry, the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, and changes in market rates of interest. The reader is directed to the Company's various filings with the Securities and Exchange Commission, including quarterly reports on Form 10-Q, reports on Form 8-K and annual reports on Form 10-K for a discussion of such risks and uncertainties.
Funds from Operations ("FFO") is a widely used measure of the operating performance of real estate companies and is provided here as a supplemental measure to Generally Accepted Accounting Principles (GAAP) net income and earnings per share. FFO, as defined by NAREIT, means
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consolidated net income without giving effect to real estate depreciation and amortization, gains or losses from extraordinary items and gains or losses on the sales of real estate, plus the allocable portion, based on economic ownership interest, of funds from operations of unconsolidated joint ventures, all determined on a consistent basis in accordance with accounting principles generally accepted in the United States. However, FFO does not represent cash flow from operations, should not be considered as an alternative to net income as a measure of operating performance, and is not an alternative to cash flow as a measure of liquidity.
Simon Property Group, Inc. (NYSE:SPG), headquartered in Indianapolis, Indiana, is a real estate investment trust engaged in the ownership and management of income-producing properties, primarily regional malls and community shopping centers. Through its subsidiary partnerships, it currently owns or has an interest in 241 properties containing an aggregate of 183 million square feet of gross leasable area in 36 states, as well as nine assets in Europe and Canada and ownership interests in other real estate assets. Additional Simon Property Group information is available atwww.simon.com.
Supplemental Materials
The Company's supplemental information package to be filed today on Form 8-K may be requested in e-mail or hard copy formats by contacting Shelly Doran—Vice President of Investor Relations, Simon Property Group, P.O. Box 7033, Indianapolis, IN 46207 or via e-mail at sdoran@simon.com.
Conference Call
The Company will provide an online simulcast of its first quarter conference call atwww.simon.com (Corporate Info tab),www.companyboardroom.com, andwww.streetevents.com. To listen to the live call, please go to either of these websites at least fifteen minutes prior to the call to register, download and install any necessary audio software. The call will begin at 10:00 a.m. Eastern Daylight Time (New York) tomorrow, May 8th. An online replay will be available for approximately 90 days atwww.simon.com.
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SIMON(A)
Combined Statements of Operations
Unaudited
(In thousands, except as noted)
| For the Three Months Ended March 31, | |||||||
---|---|---|---|---|---|---|---|---|
| 2003(B)(C) | 2002 | ||||||
REVENUE: | ||||||||
Minimum rent | $ | 335,798 | $ | 309,145 | ||||
Overage rent | 8,103 | 8,276 | ||||||
Tenant reimbursements | 163,236 | 150,029 | ||||||
Management fees and other revenue | 18,826 | — | ||||||
Other income | 21,827 | 27,497 | ||||||
Total revenue | 547,790 | 494,947 | ||||||
EXPENSES: | ||||||||
Property operating | 80,598 | 73,214 | ||||||
Depreciation and amortization | 123,767 | 110,715 | ||||||
Real estate taxes | 53,423 | 52,213 | ||||||
Repairs and maintenance | 23,265 | 17,823 | ||||||
Advertising and promotion | 11,672 | 10,791 | ||||||
Provision for credit losses | 4,566 | 3,202 | ||||||
Home and regional office costs | 18,753 | 12,553 | ||||||
General and administrative | 3,055 | 623 | ||||||
Other | 6,867 | 12,372 | ||||||
Total operating expenses | 325,966 | 293,506 | ||||||
OPERATING INCOME | 221,824 | 201,441 | ||||||
Interest expense | 151,365 | 147,862 | ||||||
Income before minority interest | 70,459 | 53,579 | ||||||
Minority interest | (1,833 | ) | (2,588 | ) | ||||
Gain on sales of assets, net | 4,275 | — | ||||||
Income tax expense of taxable REIT subsidiaries | (1,963 | ) | — | |||||
Income before unconsolidated entities | 70,938 | 50,991 | ||||||
Income from unconsolidated entities(D) | 21,380 | 9,434 | ||||||
Income before allocation to limited partners | 92,318 | 60,425 | ||||||
LESS: | ||||||||
Limited partners' interest in the Operating Partnership | 18,661 | 11,085 | ||||||
Preferred distributions of the Operating Partnership | 2,835 | 2,835 | ||||||
NET INCOME | 70,822 | 46,505 | ||||||
Preferred dividends | (15,682 | ) | (16,499 | ) | ||||
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS | $ | 55,140 | $ | 30,006 | ||||
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SIMON(A)
Per Share Data and Selected Mall Operating Statistics
Unaudited
| Three Months Ended March 31, | ||||||
---|---|---|---|---|---|---|---|
| 2003 | 2002 | |||||
PER SHARE DATA: | |||||||
Net income available to Common Shareholders—Basic and Diluted | $ | 0.29 | $ | 0.17 | |||
Percent Increase | 70.6 | % |
SELECTED REGIONAL MALL OPERATING STATISTICS
| March 31, 2003 | March 31, 2002 | |||||
---|---|---|---|---|---|---|---|
Occupancy(E) | 91.7 | % | 90.9 | % | |||
Average rent per square foot(E) | $ | 31.28 | $ | 29.51 | |||
Total sales volume (in millions)(F) | $ | 3,813 | $ | 3,644 | |||
Comparable sales per square foot(F) | $ | 390 | $ | 383 | |||
Total sales per square foot(F) | $ | 386 | $ | 377 |
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SIMON(A)
Reconciliation of Net Income to Funds from Operations ("FFO")
Unaudited
(In thousands, except as noted)
| Three Months Ended March 31, | |||||||
---|---|---|---|---|---|---|---|---|
| 2003 | 2002(K) | ||||||
Net Income(G)(H) | $ | 70,822 | $ | 46,505 | ||||
Plus: Limited partners' interest in the Operating Partnership and Preferred distributions of the Operating Partnership | 21,496 | 13,920 | ||||||
Plus: Depreciation and amortization from combined consolidated properties | 122,077 | 110,358 | ||||||
Plus: Simon's share of depreciation and amortization from unconsolidated entities | 34,673 | 36,343 | ||||||
Less: Gain on sales of real estate, net | (4,275 | ) | — | |||||
Less: Minority interest portion of depreciation, amortization and extraordinary items | (1,334 | ) | (1,995 | ) | ||||
Less: Preferred distributions (including those of subsidiary) | (18,518 | ) | (19,334 | ) | ||||
FFO of the Simon Portfolio | $ | 224,941 | $ | 185,797 | ||||
FFO of the Simon Portfolio | $ | 224,941 | $ | 185,797 | ||||
FFO Allocable to the LP Unitholders | (56,338 | ) | (49,964 | ) | ||||
Basic FFO Allocable to the Company | 168,603 | 135,833 | ||||||
Impact of Series A and B Preferred Stock Conversion & Option Exercise (I) | 8,813 | 9,439 | ||||||
Diluted FFO Allocable to the Company | $ | 177,416 | $ | 145,272 | ||||
Basic Weighted Average Shares Outstanding | 187,070 | 173,946 | ||||||
Effect of Stock Options | 674 | 583 | ||||||
Impact of Series A Preferred 6.5% Convertible Stock | — | 1,894 | ||||||
Impact of Series B Preferred 6.5% Convertible Stock | 12,491 | 12,491 | ||||||
Diluted Weighted Average Number of Equivalent Shares | 200,235 | 188,914 | ||||||
Basic FFO Per Share: | ||||||||
Basic FFO Allocable to the Company | $ | 168,603 | $ | 135,833 | ||||
Basic Weighted Average Shares Outstanding | 187,070 | 173,946 | ||||||
Basic FFO per Share | $ | 0.90 | $ | 0.78 | ||||
Percent Increase | 15.4 | % | ||||||
Diluted FFO per Share: | ||||||||
Diluted FFO Allocable to the Company | $ | 177,416 | $ | 145,272 | ||||
Diluted Weighted Average Number of Equivalent Shares | 200,235 | 188,914 | ||||||
Diluted FFO per Share | $ | 0.89 | $ | 0.77 | ||||
Percent Increase | 15.6 | % |
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SIMON(A)
Combined Balance Sheets
Unaudited
(In thousands, except as noted)
| March 31, 2003(B)(C) | December 31, 2002 | |||||||
---|---|---|---|---|---|---|---|---|---|
ASSETS: | |||||||||
Investment properties, at cost | $ | 14,451,360 | $ | 14,249,615 | |||||
Less—accumulated depreciation | 2,287,543 | 2,222,242 | |||||||
12,163,817 | 12,027,373 | ||||||||
Cash and cash equivalents | 406,941 | 397,129 | |||||||
Tenant receivables and accrued revenue, net | 270,029 | 311,361 | |||||||
Notes and advances receivable from Management Company and affiliates | — | 75,105 | |||||||
Investment in unconsolidated entities, at equity | 1,589,560 | 1,665,654 | |||||||
Goodwill, net | 37,212 | 37,212 | |||||||
Deferred costs, other assets, and minority interest, net | 506,631 | 390,668 | |||||||
Total assets | $ | 14,974,190 | $ | 14,904,502 | |||||
LIABILITIES: | |||||||||
Mortgages and other indebtedness | $ | 9,803,899 | $ | 9,546,081 | |||||
Accounts payable, accrued expenses and deferred revenue | 551,254 | 624,505 | |||||||
Cash distributions and losses in partnerships and joint ventures, at equity | 14,017 | 13,898 | |||||||
Other liabilities, minority interest, and accrued dividends | 169,172 | 228,508 | |||||||
Total liabilities | 10,538,342 | 10,412,992 | |||||||
COMMITMENTS AND CONTINGENCIES | |||||||||
LIMITED PARTNERS' INTEREST IN THE OPERATING PARTNERSHIP | 819,539 | 872,925 | |||||||
LIMITED PARTNERS' PREFERRED INTEREST IN THE OPERATING PARTNERSHIP | 150,852 | 150,852 | |||||||
SHAREHOLDERS' EQUITY | |||||||||
CAPITAL STOCK OF SIMON PROPERTY GROUP, INC. (750,000,000 total shares authorized, $.0001 par value, 237,996,000 shares of excess common stock): | |||||||||
All series of preferred stock, 100,000,000 shares authorized and 16,830,057 issued and outstanding. Liquidation value $858,006. | 814,373 | 814,254 | |||||||
Common stock, $.0001 par value, 400,000,000 shares authorized, 187,858,799 and 184,434,340 issued, respectively | 19 | 18 | |||||||
Class B common stock, $.0001 par value, 12,000,000 shares authorized, 3,200,000 issued and outstanding | 1 | 1 | |||||||
Class C common stock, $.0001 par value, 4,000 shares authorized, issued and outstanding | — | — | |||||||
Capital in excess of par value | 3,731,592 | 3,686,161 | |||||||
Accumulated deficit | (1,014,440 | ) | (961,338 | ) | |||||
Accumulated other comprehensive income | 6,654 | (8,109 | ) | ||||||
Unamortized restricted stock award | (20,224 | ) | (10,736 | ) | |||||
Common stock held in treasury at cost, 2,098,555 shares | (52,518 | ) | (52,518 | ) | |||||
Total shareholders' equity | 3,465,457 | 3,467,733 | |||||||
$ | 14,974,190 | $ | 14,904,502 | ||||||
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SIMON
Joint Venture Statements of Operations
Unaudited
(In thousands, except as noted)
| For the Three Months Ended March 31, | ||||||
---|---|---|---|---|---|---|---|
| 2003 | 2002 | |||||
REVENUE: | |||||||
Minimum rent | $ | 211,978 | $ | 177,674 | |||
Overage rent | 5,431 | 4,614 | |||||
Tenant reimbursements | 109,451 | 85,689 | |||||
Other income | 30,494 | 10,218 | |||||
Total revenue | 357,354 | 278,195 | |||||
EXPENSES: | |||||||
Property operating | 59,676 | 47,220 | |||||
Depreciation and amortization | 62,036 | 52,924 | |||||
Real estate taxes | 36,422 | 30,192 | |||||
Repairs and maintenance | 19,412 | 11,722 | |||||
Advertising and promotion | 8,366 | 7,013 | |||||
Provision for credit losses | 2,744 | 1,436 | |||||
Other | 17,257 | 5,638 | |||||
Total operating expenses | 205,913 | 156,145 | |||||
OPERATING INCOME | 151,441 | 122,050 | |||||
Interest expense | 87,478 | 75,747 | |||||
Income before minority interest and unconsolidated entities | 63,963 | 46,303 | |||||
Income from unconsolidated entities | 2,294 | — | |||||
Minority interest | (92 | ) | — | ||||
Income from continuing operations | 66,165 | 46,303 | |||||
Income from discontinued joint ventures partnership interests(J) | — | 8,128 | |||||
NET INCOME | $ | 66,165 | $ | 54,431 | |||
Third-party investors' share of Net Income | $ | 39,323 | $ | 32,226 | |||
Our share of Net Income | 26,842 | 22,205 | |||||
Amortization of excess investment | 5,462 | 5,773 | |||||
Income from unconsolidated joint ventures | $ | 21,380 | $ | 16,432 | |||
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SIMON
Joint Venture Balance Sheets
Unaudited
(In thousands, except as noted)
| March 31, 2003 | December 31, 2002 | ||||||
---|---|---|---|---|---|---|---|---|
ASSETS: | ||||||||
Investment properties, at cost | $ | 8,543,743 | $ | 8,160,065 | ||||
Less—accumulated depreciation | 1,417,964 | 1,327,751 | ||||||
7,125,779 | 6,832,314 | |||||||
Cash and cash equivalents | 238,461 | 199,634 | ||||||
Tenant receivables | 190,848 | 199,675 | ||||||
Investment in unconsolidated entities | 12,242 | 6,966 | ||||||
Other assets | 183,237 | 190,561 | ||||||
Total assets | $ | 7,750,567 | $ | 7,429,150 | ||||
LIABILITIES AND PARTNERS' EQUITY: | ||||||||
Mortgages and other notes payable | $ | 5,532,646 | $ | 5,306,465 | ||||
Accounts payable and accrued expenses | 227,335 | 289,793 | ||||||
Other liabilities | 79,171 | 66,090 | ||||||
Total liabilities | 5,839,152 | 5,662,348 | ||||||
Preferred Units | 125,000 | 125,000 | ||||||
Partners' equity | 1,786,415 | 1,641,802 | ||||||
Total liabilities and partners' equity | $ | 7,750,567 | $ | 7,429,150 | ||||
Our Share of: | ||||||||
Total assets | $ | 3,180,290 | $ | 3,123,011 | ||||
Partners' equity | $ | 747,995 | $ | 724,511 | ||||
Add: Excess Investment, net | 827,548 | 831,728 | ||||||
Our net investment in joint ventures | $ | 1,575,543 | $ | 1,556,239 | ||||
Mortgages and other notes payable | $ | 2,310,541 | $ | 2,279,609 | ||||
Excess Investment represents the unamortized difference of our investment over our share of the equity in the underlying net assets of the partnerships and joint ventures acquired. We amortize excess investment over the life of the related Properties, typically 35 years, and the amortization is included in income from unconsolidated entities.
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SIMON(A)
Footnotes to Financial Statements
Unaudited
Notes:
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interests in a partnership and as a result gains control. These interests have been separated from operational interests to present comparative balance sheets and results of operations.
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