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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):April 28, 2005
SIMON PROPERTY GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation) | | 001-14469
(Commission
File Number) | | 046268599
(IRS Employer
Identification No.) |
115 WEST WASHINGTON STREET
INDIANAPOLIS, INDIANA
(Address of principal executive offices) |
|
46204
(Zip Code) |
Registrant's telephone number, including area code:317.636.1600
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
- o
- Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
- o
- Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
- o
- Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
- o
- Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operation and Financial Condition
On April 28, 2005, the Registrant issued a press release containing information on earnings for the quarter ended March 31, 2005 and other matters. A copy of the press release is included as an exhibit to this filing.
The exhibits furnished herewith use the non-GAAP financial measures Funds from Operations ("FFO") and Net Operating Income ("NOI"). The Company considers FFO and NOI key measures of its operating performance that are not specifically defined by accounting principles generally accepted in the United States ("GAAP"). The Company believes that FFO and NOI are helpful to investors because they are widely recognized measures of the performance of real estate investment trusts and provide relevant bases for comparison among REITs. The Company also uses FFO and NOI internally to measure the operating performance of its portfolio. The reconciliation of GAAP reported net income to FFO is provided on page 68 furnished herewith in Exhibit 99.2. The reconciliation of GAAP reported net income to NOI is provided on page 13 furnished herewith in Exhibit 99.1.
Item 7.01. Regulation FD Disclosure
On April 28, 2005, the Registrant made available additional ownership and operational information concerning the Registrant, Simon Property Group, L.P., and properties owned or managed as of March 31, 2005, in the form of a Supplemental Information package, a copy of which is included as an exhibit to this filing. The Supplemental Information package is also available upon request as specified therein.
Exhibit 99.1 included with this filing is being furnished pursuant to Item 7.01 of Form 8-K.
Item 9.01. Financial Statements and Exhibits
Financial Statements:
Exhibits:
Exhibit No.
| | Description
| | Page Number in
This Filing
|
|---|
| 99.1 | | Supplemental Information as of March 31, 2005 | | 4 |
99.2 |
|
Earnings Release for the quarter ended March 31, 2005 |
|
60 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Dated: April 28, 2005 | | | |
|
SIMON PROPERTY GROUP, INC. |
|
By: |
|
/s/ STEPHEN E. STERRETT
Stephen E. Sterrett,
Executive Vice President and
Chief Financial Officer |
3
SIMON PROPERTY GROUP
Table of Contents
As of March 31, 2005
Description
| |
| | Page
|
|---|
| Exhibit 99.1 | | Supplemental Information | | |
|
|
Company Overview |
|
|
| | | Overview (reporting calendar, stock information, and corporate ratings) | | 5-6 |
| | | Ownership Structure | | 7 |
| | | Changes in Common Shares and Unit Ownership | | 8 |
|
|
Financial Data |
|
|
| | | Selected Financial and Equity Information | | 9 |
| | | Unaudited Pro-Rata Statement of Operations | | 10-11 |
| | | Unaudited Pro-Rata Balance Sheet | | 12 |
| | | Reconciliation of NOI to Net Income | | 13 |
| | | Computation of Comparable Property NOI Growth | | 14 |
| | | Analysis of Other Income and Other Expense | | 15 |
| | | NOI Composition | | 16 |
|
|
Operational Data |
|
|
| | | U.S. Portfolio GLA, Occupancy & Rent Data | | 17 |
| | | Regional Mall Operational Information | | 18 |
| | | Regional Mall Lease Expirations | | 19 |
| | | Regional Mall Top Tenants | | 20 |
| | | Regional Mall Anchor/Big Box Openings, 2005 - 2007 | | 21 |
| | | Regional Mall Property Listing | | 22-26 |
| | | U.S. Premium Outlet® Centers Operational Information | | 27 |
| | | U.S. Premium Outlet® Centers Lease Expirations | | 28 |
| | | U.S. Premium Outlet® Centers Top Tenants | | 29 |
| | | U.S. Premium Outlet® Centers Property Listing | | 30 |
| | | Community/Lifestyle Centers Operational Information | | 31 |
| | | Community/Lifestyle Centers Lease Expirations | | 32 |
| | | Community/Lifestyle Centers Top Tenants | | 33 |
| | | Community/Lifestyle Centers Property Listing | | 34-35 |
| | | International Operational Information | | 36 |
| | | International Property Listing | | 37-39 |
|
|
Development Activity |
|
|
| | | Capital Expenditures in the U.S. Portfolio | | 40 |
| | | U.S. Development Activity Report | | 41-44 |
| | | International Development Activity Report | | 45 |
|
|
Balance Sheet Information |
|
|
| | | The Company's Share of Total Debt Amortization and Maturities by Year | | 46 |
| | | Summary of Indebtedness | | 47 |
| | | Summary of Indebtedness by Maturity | | 48-54 |
| | | Unencumbered Assets | | 55-58 |
| | | Preferred Stock/Units Outstanding | | 59 |
|
|
Quarterly Earnings Announcement |
|
|
Exhibit 99.2 |
|
Press Release |
|
60-72 |
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