Exhibit 99.2
CONTACTS: | | | | |
Shelly Doran | | 317.685.7330 | | Investors |
Les Morris | | 317.263.7711 | | Media |
FOR IMMEDIATE RELEASE
SIMON PROPERTY GROUP ANNOUNCES STRONG FOURTH QUARTER RESULTS
AND DECLARES 8.6% INCREASE IN COMMON STOCK DIVIDEND
Indianapolis, Indiana—February 6, 2006...Simon Property Group, Inc. (the “Company” or “Simon”) (NYSE:SPG) today announced results for the quarter and twelve months ended December 31, 2005:
· Diluted funds from operations (“FFO”) of the Simon portfolio for the quarter increased 9.0% to $433.2 million from $397.6 million in 2004. On a per share basis the increase was 8.1% to $1.47 from $1.36 in the fourth quarter of 2004. Diluted FFO of the Simon portfolio for the twelve months increased 22.5% to $1.468 billion from $1.198 billion in 2004. On a per share basis the increase was 13.0% to $4.96 per share from $4.39 per share in 2004.
· Net income available to common stockholders for the quarter increased 7.7% to $115.7 million from $107.4 million in 2004. On a diluted per share basis the increase was 6.1% to $0.52 from $0.49 in the fourth quarter of 2004. Net income available to common stockholders for the twelve months increased 33.7% to $401.9 million from $300.6 million in 2004. On a diluted per share basis the increase was 26.4% to $1.82 per share from $1.44 per share in 2004.
The Company considers FFO a key measure of its operating performance that is not specifically defined by accounting principles generally accepted in the United States (“GAAP”). The Company believes that FFO is helpful to investors because it is a widely recognized measure of the performance of real estate investment trusts (“REITs”) and provides a relevant basis for comparison among REITs. A reconciliation of GAAP reported net income to FFO is provided in the financial statement section of this press release.
The Company’s core fundamentals within its three domestic business platforms continue to demonstrate strength as evidenced by reported operating metrics:
| | As of
December 31, 2005 | | As of
December 31, 2004 | | Change | |
Occupancy | | | | | | | | | | | |
Regional Malls(1) | | | 93.1 | % | | | 92.7 | % | | 40 basis point increase | |
Premium Outlet® Centers(2) | | | 99.6 | % | | | 99.3 | % | | 30 basis point increase | |
Community/Lifestyle Centers(2) | | | 91.6 | % | | | 91.9 | % | | 30 basis point decrease | |
Comparable Sales per Sq. Ft. | | | | | | | | | | | |
Regional Malls(3) | | | $ | 450 | | | | $ | 427 | | | 5.4% increase | |
Premium Outlet® Centers(2) | | | $ | 444 | | | | $ | 412 | | | 7.8% increase | |
Community/Lifestyle Centers(2) | | | $ | 220 | | | | $ | 215 | | | 2.3% increase | |
Average Rent per Sq. Ft. | | | | | | | | | | | |
Regional Malls(1) | | | $ | 34.49 | | | | $ | 33.50 | | | 3.0% increase | |
Premium Outlet® Centers(2) | | | $ | 23.16 | | | | $ | 21.85 | | | 6.0% increase | |
Community/Lifestyle Centers(2) | | | $ | 11.41 | | | | $ | 10.91 | | | 4.6% increase | |
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(1) For mall and freestanding stores.
(2) For all owned gross leasable area (GLA).
(3) For mall and freestanding stores with less than 10,000 square feet.
“We are pleased to report another quarter of strong financial and operational results, as well as the completion of several activities that position us well for 2006,” said David Simon, Chief Executive Officer. “During the fourth quarter of 2005 we opened one new development project, entered into a land development joint venture, acquired interests in two regional malls, sold twelve non-core retail real estate assets, issued $1.1 billion of unsecured notes at attractive coupons, and expanded and extended our corporate credit facility on more favorable terms. In addition, our development program continues to proceed with six projects under construction. We are also pleased to announce today an 8.6% increase in our common stock dividend.”
Dividends
Today the Company announced a quarterly common stock dividend of $0.76 per share, an increase of 8.6%. This dividend will be paid on February 28, 2006 to stockholders of record on February 17, 2006.
The Company also declared dividends on its four outstanding issues of preferred stock:
· 8.75% Series F Cumulative Redeemable Preferred (NYSE:SPGPrF) dividend of $0.546875 per share is payable on March 31, 2006 to stockholders of record on March 17, 2006.
· 7.89% Series G Cumulative Preferred (NYSE:SPGPrG) dividend of $0.98625 per share is payable on March 31, 2006 to stockholders of record on March 17, 2006.
· 6% Series I Convertible Perpetual Preferred (NYSE:SPGPrI) dividend of $0.75 per share is payable on February 28, 2006 to stockholders of record on February 17, 2006.
· 8 3/8% Series J Cumulative Redeemable Preferred (NYSE:SPGPrJ) dividend of $1.046875 per share is payable on March 31, 2006 to stockholders of record on March 17, 2006.
U.S. Development Activity
On October 7, 2005, the Company opened Firewheel Town Center, a 785,000 square foot open-air regional shopping center located 15 miles northeast of downtown Dallas in Garland, Texas. Firewheel features Foley’s, Dillard’s, Barnes & Noble, Circuit City, Linens ‘n Things, Old Navy, DSW and Pier One Imports. An 18-screen AMC Theater opened in December of 2005. Restaurants complementing the retail offerings include T.G.I. Friday’s, Rice Boxx Asian Café, San Francisco Oven, and Fish City Grill. The center offers attractive streetscape amenities and a compelling mixture of retail, office and entertainment uses. The Company owns 100% of the project. Gross costs for Firewheel were approximately $132 million.
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The Company continues construction on:
· Coconut Point—a 1.2 million square foot open-air shopping complex with village and community center components in Estero/Bonita Springs (Naples-Ft. Myers corridor), Florida. The community center component is expected to open in April 2006, followed by the remainder of the project in November 2006.
· Round Rock Premium Outlets®—a 433,000 square foot upscale outlet center in Round Rock (Austin), Texas. The project is scheduled to open in August 2006.
· Rio Grande Valley Premium Outlets®—a 404,000 square foot upscale outlet center in Mercedes, Texas. The project is scheduled to open in November 2006.
· The Village at SouthPark—a mixed-use project comprised of residential and retail components located adjacent to Simon’s highly successful SouthPark Mall in Charlotte, North Carolina. Crate & Barrel is scheduled to open in November of 2006, followed by other retail in March of 2007 and the residential component in May 2007.
· The Domain—a 700,000 square foot open-air center in Austin, Texas, anchored by Neiman Marcus and Macy’s which also includes office and residential components. The Domain is scheduled to open in March 2007.
· The Shops at Arbor Walk—a 460,000 square foot community center in Austin, Texas. The project is scheduled to open in March 2007.
International Activity
On October 21, 2005, the Company announced that Ivanhoe Cambridge Inc. acquired an ownership interest in European Retail Enterprises (“ERE”), a European joint venture in which Simon has an interest. ERE owns Groupe B.E.G., a Paris-based developer, owner and manager of retail properties with over 40 years of experience in France, Italy, Poland, Portugal, Spain and Turkey.
Ivanhoe Cambridge is a recognized leader in the Canadian real estate industry. It is one of Canada’s pre-eminent property owners, managers, developers and investors, and its focus is on high-quality shopping centers located in urban areas. Ivanhoe Cambridge is a principal real estate subsidiary of the Caisse de dépôt et placement du Québec, the leading institutional fund manager in Canada.
Ivanhoe Cambridge acquired the 39.5% interest in ERE previously held by another institutional investor. Simon currently owns a 34.7% interest in ERE, with the remaining interest owned by founders of Groupe B.E.G. In the first quarter of 2006, Simon and Ivanhoe Cambridge expect to execute a series of transactions to purchase additional interests from the company’s founders that will result in Simon and Ivanhoe each owning 50% of ERE.
Construction is underway on four development projects in Italy, partially owned by Gallerie Commerciali Italia, the Italian joint venture in which the Company owns a 49% interest. Construction has also commenced on a new development project in Gliwice, Poland, owned by our ERE joint venture.
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Acquisitions
On November 18, 2005, the Company and Pennsylvania Real Estate Investment Trust (“PREIT”) announced the acquisition of Springfield Mall in Springfield, Pennsylvania (a 590,000 square foot regional mall located approximately 10 miles southwest of Philadelphia) for approximately $103.5 million. PREIT and an affiliate of Kravco Simon Investments, L.P. each own a 50% interest in the property. The mall is currently anchored by Macy’s and Strawbridge’s and has more than 70 in-line tenants.
On November 22, 2005, the Company announced its acquisition of a 50% interest in Coddingtown Mall for $37 million, including the assumption of approximately $10.5 million of existing mortgage debt. Coddingtown Mall is an 827,000 square foot center located in Santa Rosa, California, approximately 1.5 miles from Simon’s Santa Rosa Plaza. The mall is anchored by JCPenney, Macy’s, and Gottschalk’s.
Dispositions
During the fourth quarter of 2005, the Company continued its program to divest non-core assets with the disposition of 13 properties:
· Cheltenham Square—a regional mall in Philadelphia, Pennsylvania
· Southgate Mall—a regional mall in Yuma, Arizona
· Eastland Mall—a regional mall in Tulsa, Oklahoma
· Biltmore Square—a regional mall in Asheville, North Carolina
· Eight outlet centers—small, non-Premium Outlet centers located in tertiary markets
· The Forum Entertainment Center in Montreal, Canada
These dispositions generated net proceeds to the Company of $105.1 million and a net gain for the Company of $8.2 million.
Financing Activity
On November 15, 2005, the Company announced the closing of a private offering of $1.1 billion of senior notes by its subsidiary Operating Partnership, Simon Property Group, L.P. The offering consisted of $500 million of 5.375% notes due 2011 and $600 million of 5.750% notes due 2015. The notes were offered in a private placement within the United States to qualified institutional buyers pursuant to Rule 144A and outside the United States in accordance with Regulation S under the Securities Act of 1933, as amended. The Operating Partnership used the proceeds to reduce the outstanding balances of existing credit facilities. The Operating Partnership is required to use its best efforts to make an offer to exchange these notes for registered notes with the same economic terms by the end of April 2006. The Operating Partnership also settled certain forward-hedging instruments concurrently with the pricing of this issue. If the proceeds of the settlement to the Operating Partnership were applied to the notes, the effective yield of the 2011 notes would be reduced to 5.37%, 5.65% for the 2015 notes, and 5.52% on a blended basis over the eight-year weighted average maturity.
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On December 15, 2005, the Company announced that it had entered into a new unsecured corporate credit facility which increased the Company’s revolving borrowing capacity from $2.0 to $3.0 billion. The facility, which can be increased to $3.5 billion during its term, will mature in January of 2010 and contains a one-year extension at the Company’s option. The base interest rate on the Company’s new facility is LIBOR plus 42.5 basis points, 12.5 basis points lower than the previous credit facility, with the ability to hold auctions and obtain lower pricing for short-term borrowings of up to $1.5 billion. The facility also includes a $750 million multi-currency tranche for Euro, Yen or Sterling borrowings.
2006 Guidance
The Company expects diluted FFO to be within a range of $5.20 to $5.32 per share for the year ending December 31, 2006, and diluted net income to be within a range of $1.71 to $1.83 per share.
The following table provides the reconciliation of the range of estimated diluted net income per share to estimated diluted FFO per share.
For the twelve months ended December 31, 2006 | | | | Low
End | | High
End | |
Estimated diluted net income per share | | $ | 1.71 | | $ | 1.83 | |
Depreciation and amortization including our share of joint ventures | | 3.57 | | 3.57 | |
Impact of additional dilutive securities | | (0.08 | ) | (0.08 | ) |
Estimated diluted FFO per share | | $ | 5.20 | | $ | 5.32 | |
Forward-Looking Statements
Estimates of future net income and FFO per share, and other statements regarding future developments and operations, are forward-looking statements within the meaning of the federal securities laws. Forward-looking statements often contain words such as “estimated,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” or “will.” Actual results may differ materially from those indicated by forward-looking statements due to a variety of risks and uncertainties. Those risks and uncertainties include, but are not limited to, international, national, regional and local economic climates, 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, risks associated with acquisitions, the impact of terrorist activities, environmental liabilities, pending litigation, maintenance of REIT status, changes in applicable laws, rules and regulations, changes in market rates of interest and fluctuations in exchange rates of foreign currencies. The reader is directed to the Company’s various filings with the Securities and Exchange Commission for a discussion of such risks and uncertainties. The Company undertakes no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
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Conference Call
The Company will provide an online simulcast of its quarterly conference call at www.simon.com (About Simon section), www.earnings.com, and www.streetevents.com. To listen to the live call, please go to any 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 3:00 p.m. Eastern Standard Time today, February 6, 2006. An online replay will be available for approximately 90 days at www.simon.com, www.earnings.com, and www.streetevents.com.
Supplemental Materials
The Company will publish a supplemental information package which will be available at www.simon.com in the Investor Relations section, Financial Information tab. It will also be furnished to the SEC as part of a current report on Form 8-K. If you wish to receive a copy via mail or email, please call 800-461-3439.
About Simon
Simon Property Group, Inc., headquartered in Indianapolis, Indiana, is a real estate investment trust engaged in the ownership, development and management of retail real estate, primarily regional malls, Premium Outlet® centers and community/lifestyle centers. The Company’s current total market capitalization is approximately $42 billion. Through its subsidiary partnership, it currently owns or has an interest in 286 properties in the United States containing an aggregate of 200 million square feet of gross leasable area in 39 states plus Puerto Rico. Simon also owns interests in 51 European shopping centers in France, Italy, and Poland; 5 Premium Outlet® centers in Japan; and one Premium Outlet® center in Mexico. Additional Simon Property Group information is available at www.simon.com.
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SIMON
Consolidated Statements of Operations
Unaudited
(In thousands)
| | For the Three Months Ended | | For the Twelve Months Ended | |
| | December 31, | | December 31, | |
| | 2005 | | 2004 | | 2005 | | 2004 | |
REVENUE: | | | | | | | | | | | | | | | | | |
Minimum rent | | | $ | 531,196 | | | | $ | 484,050 | | | | $ | 1,937,657 | | | | $ | 1,541,281 | | |
Overage rent | | | 39,260 | | | | 36,653 | | | | 85,536 | | | | 66,385 | | |
Tenant reimbursements | | | 247,975 | | | | 220,303 | | | | 896,901 | | | | 748,262 | | |
Management fees and other revenues | | | 20,835 | | | | 18,402 | | | | 77,766 | | | | 72,737 | | |
Other income | | | 50,524 | | | | 61,969 | | | | 168,993 | | | | 156,414 | | |
Total revenue | | | 889,790 | | | | 821,377 | | | | 3,166,853 | | | | 2,585,079 | | |
EXPENSES: | | | | | | | | | | | | | | | | | |
Property operating | | | 105,749 | | | | 97,955 | | | | 421,576 | | | | 355,719 | | |
Depreciation and amortization | | | 232,097 | | | | 190,656 | | | | 849,911 | | | | 607,071 | | |
Real estate taxes | | | 73,938 | | | | 69,135 | | | | 291,113 | | | | 244,941 | | |
Repairs and maintenance | | | 30,239 | | | | 23,951 | | | | 105,489 | | | | 89,297 | | |
Advertising and promotion | | | 34,641 | | | | 31,916 | | | | 92,377 | | | | 68,775 | | |
Provision for credit losses | | | 4,796 | | | | 7,287 | | | | 8,127 | | | | 17,010 | | |
Home and regional office costs | | | 32,314 | | | | 29,367 | | | | 117,374 | | | | 91,178 | | |
General and administrative | | | 4,462 | | | | 6,143 | | | | 17,701 | | | | 16,776 | | |
Other | | | 23,387 | | | | 15,861 | | | | 57,762 | | | | 39,469 | | |
Total operating expenses | | | 541,623 | | | | 472,271 | | | | 1,961,430 | | | | 1,530,236 | | |
OPERATING INCOME | | | 348,167 | | | | 349,106 | | | | 1,205,423 | | | | 1,054,843 | | |
Interest expense | | | 204,956 | | | | 188,005 | | | | 799,092 | | | | 653,798 | | |
Income before minority interest | | | 143,211 | | | | 161,101 | | | | 406,331 | | | | 401,045 | | |
Minority interest | | | (5,009 | ) | | | (2,797 | ) | | | (13,743 | ) | | | (9,687 | ) | |
Income tax expense of taxable REIT subsidiaries | | | (5,013 | ) | | | (932 | ) | | | (16,229 | ) | | | (11,770 | ) | |
Income before unconsolidated entities | | | 133,189 | | | | 157,372 | | | | 376,359 | | | | 379,588 | | |
Income from unconsolidated entities | | | 30,762 | | | | 20,304 | | | | 81,807 | | | | 81,113 | | |
Loss on sales of interests in unconsolidated entities, net | | | (13,390 | ) | | | — | | | | (838 | ) | | | (760 | ) | |
Income from continuing operations | | | 150,561 | | | | 177,676 | | | | 457,328 | | | | 459,941 | | |
Results of operations from discontinued operations | | | 132 | | | | (14,764 | ) | | | 8,242 | | | | (9,829 | ) | |
Gain (loss) on disposal or sale of discontinued operations, net | | | 21,560 | | | | (37 | ) | | | 146,945 | | | | (252 | ) | |
Income before allocation to limited partners | | | 172,253 | | | | 162,875 | | | | 612,515 | | | | 449,860 | | |
LESS: | | | | | | | | | | | | | | | | | |
Limited partners’ interest in the Operating Partnership | | | 31,145 | | | | 30,079 | | | | 108,686 | | | | 85,647 | | |
Preferred distributions of the Operating Partnership | | | 6,924 | | | | 6,510 | | | | 28,080 | | | | 21,220 | | |
NET INCOME | | | 134,184 | | | | 126,286 | | | | 475,749 | | | | 342,993 | | |
Preferred dividends | | | (18,525 | ) | | | (18,842 | ) | | | (73,854 | ) | | | (42,346 | ) | |
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS | | | $ | 115,659 | | | | $ | 107,444 | | | | $ | 401,895 | | | | $ | 300,647 | | |
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SIMON
Per Share Data
Unaudited
| | For the Three Months Ended | | For the Twelve Months Ended | |
| | December 31, | | December 31, | |
| | 2005 | | 2004 | | 2005 | | 2004 | |
PER SHARE DATA: | | | | | | | | | | | | | | | | | |
Basic Earnings Per Common Share: | | | | | | | | | | | | | | | | | |
Income from continuing operations | | | $ | 0.45 | | | | $ | 0.54 | | | | $ | 1.27 | | | | $ | 1.49 | | |
Discontinued operations - results of operations and gain on disposal or sale, net | | | 0.08 | | | | (0.05 | ) | | | 0.55 | | | | (0.04 | ) | |
Net income available to common stockholders | | | $ | 0.53 | | | | $ | 0.49 | | | | $ | 1.82 | | | | $ | 1.45 | | |
Percentage Change | | | 8.2 | % | | | | | | | 25.5 | % | | | | | |
Diluted Earnings Per Common Share: | | | | | | | | | | | | | | | | | |
Income from continuing operations | | | $ | 0.44 | | | | $ | 0.54 | | | | $ | 1.27 | | | | $ | 1.48 | | |
Discontinued operations - results of operations and gain on disposal or sale, net | | | 0.08 | | | | (0.05 | ) | | | 0.55 | | | | (0.04 | ) | |
Net income available to common stockholders | | | $ | 0.52 | | | | $ | 0.49 | | | | $ | 1.82 | | | | $ | 1.44 | | |
Percentage Change | | | 6.1 | % | | | | | | | 26.4 | % | | | | | |
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SIMON
Reconciliation of Net Income to FFO (A)
Unaudited
(In thousands, except as noted)
| | For the Three Months Ended | | For the Twelve Months Ended | |
| | December 31, | | December 31, | |
| | 2005 | | 2004 | | 2005 | | 2004 | |
Net Income(B)(C)(D)(E) | | | $ | 134,184 | | | | $ | 126,286 | | | | $ | 475,749 | | | | $ | 342,993 | | |
Adjustments to Net Income to Arrive at FFO: | | | | | | | | | | | | | | | | | |
Limited partners’ interest in the Operating Partnership and preferred distributions of the Operating Partnership | | | 38,069 | | | | 36,589 | | | | 136,766 | | | | 106,867 | | |
Depreciation and amortization from consolidated properties and discontinued operations | | | 230,922 | | | | 191,577 | | | | 850,519 | | | | 615,195 | | |
Simon’s share of depreciation and amortization from unconsolidated entities | | | 53,547 | | | | 58,655 | | | | 205,981 | | | | 181,999 | | |
(Gain) loss on disposal or sale of discontinued operations, net and loss on sales of interests in unconsolidated entities, net | | | (8,170 | ) | | | 37 | | | | (146,107 | ) | | | 1,012 | | |
Tax provision related to sale | | | (1,961 | ) | | | (503 | ) | | | (428 | ) | | | 4,281 | | |
Minority interest portion of depreciation and amortization | | | (2,185 | ) | | | (2,021 | ) | | | (9,178 | ) | | | (6,857 | ) | |
Preferred distributions and dividends | | | (25,449 | ) | | | (25,352 | ) | | | (101,934 | ) | | | (63,566 | ) | |
FFO of the Simon Portfolio | | | $ | 418,957 | | | | $ | 385,268 | | | | $ | 1,411,368 | | | | $ | 1,181,924 | | |
Per Share Reconciliation: | | | | | | | | | | | | | | | | | |
Diluted net income per share | | | $ | 0.52 | | | | $ | 0.49 | | | | $ | 1.82 | | | | $ | 1.44 | | |
Adjustments to net income to arrive at FFO: | | | | | | | | | | | | | | | | | |
Depreciation and amortization from consolidated properties and the Company’s share of depreciation and amortization from unconsolidated entities, net of minority interest portion of depreciation and amortization | | | 1.01 | | | | 0.88 | | | | 3.73 | | | | 2.94 | | |
(Gain) loss on disposal or sale of discontinued operations, net and loss on sales of interests in unconsolidated entities, net | | | (0.03 | ) | | | — | | | | (0.52 | ) | | | — | | |
Tax provision related to sale | | | (0.01 | ) | | | — | | | | — | | | | 0.02 | | |
Impact of additional dilutive securities for FFO per share | | | (0.02 | ) | | | (0.01 | ) | | | (0.07 | ) | | | (0.01 | ) | |
Diluted FFO per share | | | $ | 1.47 | | | | $ | 1.36 | | | | $ | 4.96 | | | | $ | 4.39 | | |
Details for per share calculations: | | | | | | | | | | | | | | | | | |
FFO of the Simon Portfolio | | | $ | 418,957 | | | | $ | 385,268 | | | | $ | 1,411,368 | | | | $ | 1,181,924 | | |
Adjustments for dilution calculation: | | | | | | | | | | | | | | | | | |
Impact of preferred stock and preferred unit conversions and option exercises (F) | | | 14,247 | | | | 12,309 | | | | 56,871 | | | | 16,132 | | |
Diluted FFO of the Simon Portfolio | | | 433,204 | | | | 397,577 | | | | 1,468,239 | | | | 1,198,056 | | |
Diluted FFO allocable to unitholders | | | (86,687 | ) | | | (82,602 | ) | | | (295,575 | ) | | | (259,688 | ) | |
Diluted FFO allocable to common stockholders | | | $ | 346,517 | | | | $ | 314,975 | | | | $ | 1,172,664 | | | | $ | 938,368 | | |
Basic weighted average shares outstanding | | | 219,861 | | | | 218,009 | | | | 220,259 | | | | 207,990 | | |
Adjustments for dilution calculation: | | | | | | | | | | | | | | | | | |
Effect of stock options | | | 923 | | | | 887 | | | | 871 | | | | 867 | | |
Impact of Series C preferred unit conversion | | | 1,068 | | | | 1,468 | | | | 1,086 | | | | 1,843 | | |
Impact of Series I preferred unit conversion | | | 10,812 | | | | 9,096 | | | | 10,736 | | | | 2,286 | | |
Impact of Series I preferred stock conversion | | | 3,293 | | | | 3,018 | | | | 3,369 | | | | 759 | | |
Diluted weighted average shares outstanding | | | 235,957 | | | | 232,478 | | | | 236,321 | | | | 213,745 | | |
Weighted average limited partnership units outstanding | | | 59,028 | | | | 61,008 | | | | 59,566 | | | | 59,086 | | |
Diluted weighted average shares and units outstanding | | | 294,985 | | | | 293,486 | | | | 295,887 | | | | 272,831 | | |
Basic FFO per share | | | $ | 1.50 | | | | $ | 1.38 | | | | $ | 5.04 | | | | $ | 4.42 | | |
Percent Increase | | | 8.7 | % | | | | | | | 14.0 | % | | | | | |
Diluted FFO per share | | | $ | 1.47 | | | | $ | 1.36 | | | | $ | 4.96 | | | | $ | 4.39 | | |
Percent Increase | | | 8.1 | % | | | | | | | 13.0 | % | | | | | |
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SIMON
Consolidated Balance Sheets
Unaudited
(In thousands, except as noted)
| | December 31, | | December 31, | |
| | 2005 | | 2004 | |
ASSETS: | | | | | |
Investment properties, at cost | | $ | 21,745,309 | | $ | 21,253,761 | |
Less - accumulated depreciation | | 3,809,293 | | 3,162,523 | |
| | 17,936,016 | | 18,091,238 | |
Cash and cash equivalents | | 337,048 | | 520,084 | |
Tenant receivables and accrued revenue, net | | 357,079 | | 361,590 | |
Investment in unconsolidated entities, at equity | | 1,562,595 | | 1,920,983 | |
Deferred costs and other assets | | 938,301 | | 1,176,124 | |
Total assets | | $ | 21,131,039 | | $ | 22,070,019 | |
LIABILITIES: | | | | | |
Mortgages and other indebtedness | | $ | 14,106,117 | | $ | 14,586,393 | |
Accounts payable, accrued expenses, intangibles, and deferred revenue | | 1,092,334 | | 1,113,645 | |
Cash distributions and losses in partnerships and joint ventures, at equity | | 194,476 | | 37,739 | |
Other liabilities, minority interest and accrued dividends | | 163,524 | | 311,592 | |
Total liabilities | | 15,556,451 | | 16,049,369 | |
COMMITMENTS AND CONTINGENCIES | | | | | |
LIMITED PARTNERS’ INTEREST IN THE OPERATING PARTNERSHIP | | 865,565 | | 965,204 | |
LIMITED PARTNERS’ PREFERRED INTEREST IN THE OPERATING PARTNERSHIP | | 401,727 | | 412,840 | |
STOCKHOLDERS’ 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, 25,632,122 and 25,434,967 issued and outstanding, respectively, and with liquidation values of $1,081,606 and $1,071,748, respectively | | 1,080,022 | | 1,062,687 | |
Common stock, $.0001 par value, 400,000,000 shares authorized, 225,165,236 and 222,710,350 issued and outstanding, respectively | | 23 | | 23 | |
Class B common stock, $.0001 par value, 12,000,000 shares authorized, 8,000 issued and outstanding | | — | | — | |
Class C common stock, $.0001 par value, 4,000 shares authorized, issued and outstanding | | — | | — | |
Capital in excess of par value | | 5,030,652 | | 4,993,698 | |
Accumulated deficit | | (1,551,179 | ) | (1,335,436 | ) |
Accumulated other comprehensive income | | 9,793 | | 16,365 | |
Unamortized restricted stock award | | (31,929 | ) | (21,813 | ) |
Common stock held in treasury at cost, 4,815,655 and 2,415,855 shares, respectively | | (230,086 | ) | (72,918 | ) |
Total stockholders’ equity | | 4,307,296 | | 4,642,606 | |
Total liabilities and stockholders’ equity | | $ | 21,131,039 | | $ | 22,070,019 | |
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SIMON
Joint Venture Statements of Operations
Unaudited
(In thousands)
| | For the Three Months Ended | | For the Twelve Months Ended | |
| | December 31, | | December 31, | |
| | 2005 | | 2004 | | 2005 | | 2004 | |
REVENUE: | | | | | | | | | | | | | | | | | |
Minimum rent | | | $ | 287,333 | | | | $ | 261,125 | | | | $ | 1,063,851 | | | | $ | 942,877 | | |
Overage rent | | | 34,265 | | | | 29,043 | | | | 82,951 | | | | 44,151 | | |
Tenant reimbursements | | | 151,258 | | | | 130,370 | | | | 543,022 | | | | 480,419 | | |
Other income | | | 30,653 | | | | 23,601 | | | | 126,845 | | | | 66,121 | | |
Total revenue | | | 503,509 | | | | 444,139 | | | | 1,816,669 | | | | 1,533,568 | | |
EXPENSES: | | | | | | | | | | | | | | | | | |
Property operating | | | 83,777 | | | | 89,304 | | | | 356,293 | | | | 294,294 | | |
Depreciation and amortization | | | 86,360 | | | | 83,253 | | | | 327,946 | | | | 285,463 | | |
Real estate taxes | | | 35,171 | | | | 31,428 | | | | 133,853 | | | | 125,816 | | |
Repairs and maintenance | | | 25,054 | | | | 21,177 | | | | 83,856 | | | | 70,436 | | |
Advertising and promotion | | | 13,809 | | | | 13,739 | | | | 37,591 | | | | 37,481 | | |
Provision for credit losses | | | 1,610 | | | | 4,586 | | | | 9,616 | | | | 11,373 | | |
Other | | | 38,022 | | | | 15,383 | | | | 120,766 | | | | 65,730 | | |
Total operating expenses | | | 283,803 | | | | 258,870 | | | | 1,069,921 | | | | 890,593 | | |
OPERATING INCOME | | | 219,706 | | | | 185,269 | | | | 746,748 | | | | 642,975 | | |
Interest expense | | | 104,377 | | | | 94,594 | | | | 403,734 | | | | 370,363 | | |
Income Before Gain on Sale of Asset | | | 115,329 | | | | 90,675 | | | | 343,014 | | | | 272,612 | | |
Gain on sale of asset | | | 1,423 | | | | — | | | | 1,423 | | | | — | | |
Income Before Unconsolidated Entities | | | 116,752 | | | | 90,675 | | | | 344,437 | | | | 272,612 | | |
Loss from unconsolidated entities | | | — | | | | (1,294 | ) | | | (1,892 | ) | | | (5,129 | ) | |
Income from Continuing Operations | | | 116,752 | | | | 89,381 | | | | 342,545 | | | | 267,483 | | |
Income from consolidated joint venture interests(G) | | | — | | | | 1,100 | | | | — | | | | 19,378 | | |
(Loss)/income from discontinued joint venture interests (G) | | | (1,873 | )(H) | | | 1,260 | | | | (2,784 | )(H) | | | 13,384 | | |
(Loss)/gain on disposal or sale of discontinued operations, net | | | (32,760 | )(H) | | | — | | | | 65,599 | (H) | | | 4,704 | | |
NET INCOME | | | $ | 82,119 | | | | $ | 91,741 | | | | $ | 405,360 | | | | $ | 304,949 | | |
Third-party investors’ share of net income | | | $ | 51,648 | | | | $ | 59,257 | | | | $ | 238,265 | | | | $ | 193,282 | | |
Our share of net income | | | 30,471 | | | | 32,484 | | | | 167,095 | | | | 111,667 | | |
Amortization of excess investment | | | 12,197 | | | | 12,180 | | | | 48,597 | | | | 30,554 | | |
Write-off of investment related to properties sold | | | 902 | (H) | | | — | | | | 38,666 | (H) | | | — | | |
Our share of net loss related to properties
sold | | | (13,390 | )(H) | | | — | | | | (1,975 | )(H) | | | — | | |
Income from unconsolidated joint ventures | | | $ | 30,762 | | | | $ | 20,304 | | | | $ | 81,807 | | | | $ | 81,113 | | |
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SIMON
Joint Venture Balance Sheets
Unaudited
(In thousands)
| | December 31, | | December 31, | |
| | 2005 | | 2004 | |
ASSETS: | | | | | | | | | |
Investment properties, at cost | | | $ | 9,915,521 | | | | $ | 9,429,465 | | |
Less - accumulated depreciation | | | 1,951,749 | | | | 1,745,498 | | |
| | | 7,963,772 | | | | 7,683,967 | | |
Cash and cash equivalents | | | 334,714 | | | | 292,770 | | |
Tenant receivables | | | 207,153 | | | | 209,040 | | |
Investment in unconsolidated entities, at equity | | | 135,914 | | | | 167,182 | | |
Deferred costs and other assets | | | 304,825 | | | | 322,660 | | |
Total assets | | | $ | 8,946,378 | | | | $ | 8,675,619 | | |
LIABILITIES AND PARTNERS’ EQUITY: | | | | | | | | | |
Mortgages and other indebtedness | | | $ | 7,479,359 | | | | $ | 6,398,312 | | |
Accounts payable, accrued expenses and deferred revenue | | | 403,390 | | | | 373,887 | | |
Other liabilities | | | 189,722 | | | | 179,443 | | |
Total liabilities | | | 8,072,471 | | | | 6,951,642 | | |
Preferred units | | | 67,450 | | | | 67,450 | | |
Partners’ equity | | | 806,457 | | | | 1,656,527 | | |
Total liabilities and partners’ equity | | | $ | 8,946,378 | | | | $ | 8,675,619 | | |
Our Share of: | | | | | | | | | |
Total assets | | | $ | 3,765,258 | | | | $ | 3,619,969 | | |
Partners’ equity | | | 429,942 | | | | 779,252 | | |
Add: Excess Investment(I) | | | 938,177 | | | | 1,103,992 | | |
Our net investment in joint ventures | | | $ | 1,368,119 | | | | $ | 1,883,244 | | |
Mortgages and other indebtedness | | | $ | 3,169,662 | | | | $ | 2,750,327 | | |
70
SIMON
Footnotes to Financial Statements
Unaudited
Notes:
(A) The Company considers FFO a key measure of its operating performance that is not specifically defined by GAAP and believes that FFO is helpful to investors because it is a widely recognized measure of the performance of REITs and provides a relevant basis for comparison among REITs. The Company also uses this measure internally to measure the operating performance of the portfolio. The Company’s computation of FFO may not be comparable to FFO reported by other REITs.
As defined by NAREIT, FFO is consolidated net income computed in accordance with GAAP, excluding real estate related depreciation and amortization, excluding gains and losses from extraordinary items, excluding gains and losses from the sales of real estate, plus the allocable portion of FFO of unconsolidated joint ventures based upon economic ownership interest, and all determined on a consistent basis in accordance with GAAP. The Company has adopted NAREIT’s clarification of the definition of FFO that requires it to include the effects of nonrecurring items not classified as extraordinary, cumulative effect of accounting change or resulting from the sale of depreciable real estate. However, you should understand that FFO does not represent cash flow from operations as defined by GAAP, should not be considered as an alternative to net income determined in accordance with GAAP as a measure of operating performance, and is not an alternative to cash flows as a measure of liquidity.
(B) Includes the Company’s share of gains on land sales of $6.8 million and $21.0 million for the three months ended December 31, 2005 and 2004, respectively, and $32.1 million and $45.4 million for the twelve months ended December 31, 2005 and 2004, respectively.
(C) Includes the Company’s share of straight-line adjustments to minimum rent of $7.2 million and $5.6 million for the three months ended December 31, 2005 and 2004, respectively, and $22.9 million and $10.7 million for the twelve months ended December 31, 2005 and 2004, respectively.
(D) Includes the Company’s share of the fair market value of leases from acquisitions of $22.3 million and $12.8 million for the three months ended December 31, 2005 and 2004, respectively, and $63.5 million and $38.3 million for the twelve months ended December 31, 2005 and 2004, respectively.
(E) Includes the Company’s share of debt premium amortization of $7.3 million and $7.6 million for the three months ended December 31, 2005 and 2004, respectively, and $30.0 million and $13.7 million for the twelve months ended December 31, 2005 and 2004, respectively.
(F) Includes dividends and distributions of Series I preferred stock and Series C and Series I preferred units.
(G) Consolidation occurs when the Company acquires an additional ownership interest in a joint venture and has, as a result, gained control of the joint venture. These interests have been separated from operational interests to present comparative results of operations for those joint ventures held as of December 31, 2005. Discontinued joint venture interests represent those partnership interests that have been sold.
(H) Relates to Metrocenter, a regional mall in Phoenix, Arizona sold on January 11, 2005, and Forum Entertainment Centre, a property located in Montreal, Canada sold on December 22, 2005.
(I) Excess investment represents the unamortized difference of the Company’s investment over equity in the underlying net assets of the partnerships and joint ventures acquired. The Company generally amortizes excess investment over the life of the related properties, typically no greater than 35 years, and the amortization is included in income from unconsolidated entities.
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