EX-99.2 BYLAWS 6 j2758_ex99d2.htm EX99-2

Exhibit 99.2

 

 

 

CONTACTS:

Shelly Doran
 
317.685.7330   Investors
Billie Scott
 
317.263.7148   Media

 

 

FOR IMMEDIATE RELEASE

 

 

SIMON PROPERTY GROUP ANNOUNCES FOURTH QUARTER AND

YEAR-END RESULTS AND QUARTERLY DIVIDENDS

 

 

Indianapolis, Indiana — February 7, 2002...Simon Property Group, Inc. (the “Company”) (NYSE:SPG) today announced results for the quarter and year ended December 31, 2001.  Diluted funds from operations for the quarter increased 9%, to $1.12 per share from $1.03 per share in 2000.  Diluted funds from operations for the twelve months increased 7%, to $3.51 per share from $3.28 per share in 2000.

 

Occupancy for mall and freestanding stores in the regional malls at December 31, 2001 was 91.9% as compared to 91.8% at December 31, 2000.  Total retail sales per square foot were $378 per square foot at December 31, 2001 as compared to $377 one year earlier, while comparable retail sales per square foot were $383 per square foot as compared to $384 one year earlier.  Average base rents for mall and freestanding stores in the regional mall portfolio were $29.28 per square foot at December 31, 2001, an increase of $0.97 or 3.4%, from December 31, 2000.  The average initial base rent for new mall store leases signed year-to-date was $34.88, an increase of $5.78 or 20% over the tenants who closed or whose leases expired.

 

“2001 was a challenging year for our industry and our country,” said David Simon, chief executive officer.  “I am very pleased that we continued to improve profitability and maintain strong operating performance in this environment.  I believe that this success validates the SPG strategy of owning a portfolio of high-quality, market dominant assets.”

 

The Company also announced that in the fourth quarter of 2001, it recorded a charge of $47 million, or $0.18 per share, to adjust the carrying value of nine of its assets to their estimated net realizable value.  These assets were primarily acquired as part of portfolio transactions and are being actively marketed for sale.  This charge does not impact FFO.

 

 

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Acquisition Activities

 

On October 1st, the Company acquired a 50 percent ownership interest in San Diego’s Fashion Valley Mall from Lend Lease Real Estate Investments, on behalf of its Prime Property Fund.  Located in the Mission Valley area, this 1.7 million square foot open-air, super-regional mall is anchored by Neiman Marcus, Nordstrom, Saks Fifth Avenue, Macy’s, Robinsons-May and JCPenney.  One of the nation’s most successful retail centers, Fashion Valley is 100% leased and generates small shop sales in excess of $575 per square foot.  Total sales generated by the mall exceed $650 million annually.

 

On January 13, 2002, the Company announced a joint agreement with The Rouse Company and Westfield America Trust to purchase the assets of Rodamco North America N.V. (RNA) for $5.3 billion.  The transaction has been approved by each of the companies’ Board of Directors and is subject to customary closing conditions.  A vote of the RNA shareholders regarding this transaction is scheduled for February 26, 2002.

 

The RNA portfolio consists primarily of high-quality, highly-productive regional malls in the United States, as well as ownership interests in other real estate assets.  The RNA mall assets generate industry-leading sales of over $450 per square foot and are 93% occupied.  Simon’s share of the gross value of the transaction is approximately $1.55 billion.  The Company is acquiring or increasing ownership interests in 13 RNA malls including Copley Place in Boston, The Galleria in Houston and SouthPark Mall in Charlotte.  This transaction is expected to close in the second quarter.

 

New Development Activities

 

The Company’s only 2001 new development - Bowie Town Center in Bowie, Maryland — opened on October 18th.  An open-air regional shopping center comprising 556,000 square feet, Bowie is anchored by Hecht’s and Sears and features Barnes & Noble, Bed Bath & Beyond and Old Navy.  This new development also features a 101,000 square foot grocery retail component anchored by Safeway that opened last month.

 

Bowie Town Center is 100% leased and retailers have demonstrated exceptional sales at the property since opening. Small shop tenants include American Eagle, Lindt’s Chocolate, Gap, Gap Kids, Ann Taylor Loft, Victoria’s Secret, Bath & Body, Wet Seal and Wilson’s Leather.  The center also features a restaurant lineup including Pizzeria Uno, Starbuck’s, Olive Garden and Panera Bread.  Best Buy will also be located on a peripheral site at the property.

 

 

31



 

Financing Activities

 

On October 23, 2001, the Company’s partnership subsidiary, Simon Property Group, L.P., completed the sale of $750 million of 6.375% senior unsecured notes due November 15, 2007.  Net proceeds from the offering were initially used to reduce the outstanding balance of the Company’s $1.25 billion unsecured credit facility. The proceeds have been or will be used to retire mortgage indebtedness and to retire bonds that mature on March 15, 2002.

 

Dividends

 

On February 6th, the Company declared a common stock dividend of  $0.525 per share.  This dividend will be paid on February 28, 2002 to shareholders of record on February 15, 2002.  The Company also declared dividends on its three public issues of preferred stock, all payable on April 1, 2002 to shareholders of record on March 18, 2002:

 

·         Simon Property Group, Inc. 6.50% Series B Convertible Preferred Stock (NYSE:SPGPrB) - $1.625 per share

 

·         Simon Property Group, Inc. 8.75% Series F Cumulative Redeemable Preferred Stock (NYSE:SPGPrF) - $0.546875 per share

 

·         Simon Property Group, Inc. 7.89% Series G Cumulative Preferred Stock (NYSE:SPGPrG)- $0.98625 per share.

 

2002 Earnings Estimates

 

As was announced in a press release dated January 28, 2002, the Company believes it will report funds from operations (FFO) within a range of $3.72 to $3.82 per share for 2002.  Guidance per quarter is as follows:

 

1st quarter

 

$0.77 to $0.79

2nd quarter

 

$0.84 to $0.86

3rd quarter

 

$0.92 to $0.95

4th quarter

 

$1.19 to $1.22

 

This guidance is based on management’s view of current market conditions in the regional mall business, anticipates no further deterioration of overall economic conditions, and assumes that 2002 tenant sales productivity and portfolio occupancy will be comparable to 2001 levels.  The estimates also include the expected impact from the planned acquisition of assets from Rodamco North America N.V.

 

 

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Estimates of future FFO per share are, and certain other 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.

 

Simon Property Group, Inc., headquartered in Indianapolis, Indiana, is a self-administered and self-managed real estate investment trust which, through its subsidiary partnerships, is engaged in the ownership, development, management, leasing, acquisition and expansion of income-producing properties, primarily regional malls and community shopping centers.  It currently owns or has an interest in 252 properties containing an aggregate of 187 million square feet of gross leasable area in 36 states as well as seven assets in Europe and Canada. Together with its affiliated management company, Simon owns or manages approximately 193 million square feet of gross leasable area in retail and mixed-use properties.  Shares of Simon Property Group, Inc. are paired with beneficial interests in shares of stock of SPG Realty Consultants, Inc.  Additional Simon Property Group information is available at www.shopsimon.com.

 

Supplemental Materials

 

The Company’s supplemental information package (on Form 8-K) may be requested in e-mail or hard copy formats by contacting Shelly Doran — Director 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 fourth quarter conference call at www.shopsimon.com (Corporate Info tab) and www.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 3:00 p.m. Eastern Standard Time today, February 7th.  An online replay will be available for approximately 90 days at www.shopsimon.com.

 

 

33



 

SIMON

Combined Financial Highlights(A)

Unaudited

 (In thousands, except as noted)

 

 

 

Three Months Ended
December 31,

 

Twelve Months Ended
December 31,

 

 

 

2001

 

2000

 

2001

 

2000

 

Revenue:

 

 

 

 

 

 

 

 

 

Minimum rent

 

$

344,297

 

$

337,347

 

$

1,271,142

 

$

1,227,782

 

Overage rent

 

22,953

 

27,982

 

48,534

 

56,438

 

Tenant reimbursements

 

165,245

 

158,445

 

606,516

 

602,829

 

Other income

 

36,747

 

37,541

 

122,643

 

133,702

 

Total revenue

 

569,242

 

561,315

 

2,048,835

 

2,020,751

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

Property operating

 

85,970

 

85,328

 

329,030

 

320,548

 

Depreciation and amortization

 

129,098

 

115,454

 

453,557

 

420,065

 

Real estate taxes

 

50,870

 

44,007

 

198,190

 

191,190

 

Repairs and maintenance

 

21,593

 

22,228

 

77,940

 

73,918

 

Advertising and promotion

 

24,468

 

23,069

 

64,941

 

65,797

 

Provision for credit losses

 

591

 

1,973

 

8,415

 

9,644

 

Other

 

9,246

 

11,547

 

36,344

 

39,021

 

Total operating expenses

 

321,836

 

303,606

 

1,168,417

 

1,120,183

 

 

 

 

 

 

 

 

 

 

 

Operating Income before Impairment

 

247,406

 

257,709

 

880,418

 

900,568

 

 

 

 

 

 

 

 

 

 

 

Impairment on investment properties

 

47,000

 

-

 

47,000

 

-

 

 

 

 

 

 

 

 

 

 

 

Operating Income

 

200,406

 

257,709

 

833,418

 

900,568

 

 

 

 

 

 

 

 

 

 

 

Interest Expense

 

150,687

 

161,144

 

607,625

 

635,678

 

 

 

 

 

 

 

 

 

 

 

Income before Minority Interest

 

49,719

 

96,565

 

225,793

 

264,890

 

 

 

 

 

 

 

 

 

 

 

Minority Interest

 

(2,876

)

(3,271

)

(10,593

)

(10,370

)

 

 

 

 

 

 

 

 

 

 

Gain (Loss) on Sales of Real Estate

 

58

 

323

 

2,610

 

9,132

(B)

 

 

 

 

 

 

 

 

 

 

Income before Unconsolidated Entities

 

46,901

 

93,617

 

217,810

 

263,652

 

 

 

 

 

 

 

 

 

 

 

Income from Unconsolidated Entities

 

32,066

 

29,320

 

64,487

 

83,767

 

 

 

 

 

 

 

 

 

 

 

Income before Extraordinary Items and Cumulative Effect of Accounting Change

 

78,967

 

122,937

 

282,297

 

347,419

 

 

 

 

 

 

 

 

 

 

 

Extraordinary Items — Debt Related Transactions

 

408

 

(209

)

163

 

(649

)

 

 

 

 

 

 

 

 

 

 

Cumulative Effect of Accounting Change

 

(62

)

-

 

(1,700

)(C)

(12,342

)(D)

 

 

 

 

 

 

 

 

 

 

Income before Allocation to Limited Partners

 

79,313

 

122,728

 

280,760

 

334,428

 

 

 

 

 

 

 

 

 

 

 

Less:    Limited Partners’ Interest in the Operating Partnerships

 

16,126

 

28,144

 

55,526

 

70,490

 

Less:    Preferred Distributions of the SPG Operating Partnership

 

2,835

 

2,817

 

11,417

 

11,267

 

Less:    Preferred Dividends of Subsidiary

 

-

 

7,334

 

14,668

 

29,335

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

60,352

 

84,433

 

199,149

 

223,336

 

 

 

 

 

 

 

 

 

 

 

Preferred Dividends

 

(16,499

)

(9,185

)

(51,360

)

(36,808

)

Net Income Available to Common Shareholders

 

$

43,853

 

$

75,248

 

$

147,789

 

$

186,528

 

 

 

34



 

SIMON

Combined Financial Highlights- Continued(A)

Unaudited

 (In thousands, except as noted)

 

 

 

Three Months Ended
December 31,

 

Twelve Months Ended
December 31,

 

 

 

2001

 

2000

 

2001

 

2000

 

PER SHARE DATA:

 

 

 

 

 

 

 

 

 

Basic Income per Paired Share:

 

 

 

 

 

 

 

 

 

Before Extraordinary Items and Cumulative Effect of Accounting Change

 

$

 0.25

 

$

 0.44

 

$

 0.87

 

$

 1.13

 

Extraordinary Items

 

-

 

-

 

-

 

-

 

Cumulative Effect of Accounting Change

 

-

 

-

 

(0.01

)

(0.05

)

Net Income Available to Common Shareholders

 

$

0.25

 

$

0.44

 

$

0.86

 

$

1.08

 

 

 

 

 

 

 

 

 

 

 

Diluted Income per Paired Share:

 

 

 

 

 

 

 

 

 

Before Extraordinary Items and Cumulative Effect of Accounting Change

 

$

 0.25

 

$

 0.44

 

$

 0.86

 

$

 1.13

 

Extraordinary Items

 

-

 

-

 

-

 

-

 

Cumulative Effect of Accounting Change

 

-

 

-

 

(0.01

)

(0.05

)

Net Income Available to Common Shareholders

 

$

0.25

 

$

0.44

 

$

0.85

 

$

1.08

 

 

SELECTED BALANCE SHEET INFORMATION

 

 

 

 

 

 

 

December 31,
2001

 

December 31,
2000

 

Cash and Cash Equivalents

 

$

259,760

 

$

223,111

 

Investment Properties, Net

 

$

11,317,221

 

$

11,564,414

 

Mortgages and Other Indebtedness

 

$

8,841,378

 

$

8,728,582

 

 

SELECTED REGIONAL MALL OPERATING STATISTICS

 

 

 

 

 

December 31,

 

 

 

2001

 

2000

 

Occupancy(E)

 

91.9

%

91.8

%

Average Rent per Square Foot(E)

 

$

29.28

 

$

28.31

 

Total Sales Volume (in millions)(F)

 

$

16,941

 

$

16,561

 

Comparable Sales per Square Foot(F)

 

$

383

 

$

384

 

Total Sales per Square Foot(F)

 

$

378

 

$

377

 

 

Notes:

(A)      Represents combined condensed financial statements of Simon Property Group, Inc. and its paired share affiliate, SPG Realty Consultants, Inc.

(B)        Net of asset write downs of $10.6 million for the twelve months ended December 31, 2000.

(C)        Due to the adoption of SFAS 133 — Accounting for Derivatives and Financial Instruments on January 1, 2001.

(D)       Due to the adoption of SAB 101 on January 1, 2000, which requires overage rent to be recognized as revenue only when each tenant’s sales exceed their sales threshold.  Previously, the Company recognized overage rent based on reported and estimated sales through the end of the period, less the applicable prorated base sales amount.

(E)   Includes mall and freestanding stores.

(F)         Based on the standard definition of sales for regional malls adopted by the International Council of Shopping Centers,  which includes only mall and freestanding stores.

 

35



 

SIMON

Combined Financial Highlights- Continued(A)

Unaudited

(In thousands, except as noted)

 

RECONCILIATION OF NET INCOME TO FUNDS FROM OPERATIONS (“FFO”)

 

 

 

 

Three Months Ended
December 31,

 

Twelve Months Ended
December 31,

 

 

 

2001

 

2000

 

2001

 

2000

 

Income before extraordinary items and cumulative effect of accounting change (1) (2)

 

$78,967

 

$122,937

 

$282,297

 

$347,419

 

Plus:    Depreciation and amortization from combined consolidated properties

 

128,883

 

115,929

 

452,428

 

418,670

 

Plus:    Simon’s share of depreciation and amortization from unconsolidated entities

 

40,139

 

32,310

 

138,814

 

119,562

 

Plus:    Impairment on assets

 

47,000

 

-

 

47,000

 

-

 

Plus:    Write-off of Technology Investments

 

-

 

-

 

16,645

 

-

 

Less:    (Gain) Loss on sales of real estate

 

(58

)

(323

)

(2,610

)

(9,132

)

Less:    Minority interest portion of depreciation, amortization and extraordinary items

 

(2,485

)

(1,505

)

(7,012

)

(5,951

)

Less:    Preferred distributions (including those of subsidiary)

 

(19,334

)

(19,336

)

(77,445

)

(77,410

)

FFO of the Simon Portfolio

 

$273,112

 

$250,012

 

$850,117

 

$793,158

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FFO of the Simon Portfolio

 

$273,112

 

$250,012

 

$850,117

 

$793,158

 

 

 

 

 

 

 

 

 

 

 

Basic FFO per Paired Share:

 

 

 

 

 

 

 

 

 

Basic FFO Allocable to the Companies

 

$199,055

 

$181,629

 

$618,020

 

$575,655

 

Basic Weighted Average Paired Shares Outstanding

 

173,427

 

171,934

 

172,669

 

172,895

 

Basic FFO per Paired Share

 

$1.15

 

$1.06

 

$3.58

 

$3.33

 

 

 

 

 

 

 

 

 

 

 

Diluted FFO per Paired Share:

 

 

 

 

 

 

 

 

 

Diluted FFO Allocable to the Companies

 

$209,872

 

$192,034

 

$657,421

 

$614,034

 

Diluted Weighted Average Number of Equivalent Paired Shares

 

188,091

 

186,468

 

187,430

 

187,469

 

Diluted FFO per Paired Share

 

$1.12

 

$1.03

 

$3.51

 

$3.28

 

 

Notes:

(1)          Includes gains on land sales of $7.6 million and $18.5 million for the three months ended December 31, 2001 and 2000, respectively, and $15.7 million and $29.3 million for the twelve months ended December 31, 2001 and 2000, respectively.

(2)          Includes straight-line adjustments to minimum rent of $5.4 million and $4.6 million for the three months ended December 31, 2001 and 2000, respectively, and $14.8 million and $19.5 million for the twelve months ended December 31, 2001 and 2000, respectively.

 

36