EX-99.2 3 a07-12168_1ex99d2.htm EX-99.2

Exhibit 99.2

GRAPHIC

CONTACTS:

Shelly Doran

 

317.685.7330

 

Investors

Les Morris

 

317.263.7711

 

Media

 

FOR IMMEDIATE RELEASE

SIMON PROPERTY GROUP ANNOUNCES FIRST QUARTER RESULTS
AND QUARTERLY DIVIDENDS

Indianapolis, Indiana—April 27, 2007...Simon Property Group, Inc. (the “Company” or “Simon”) (NYSE:SPG) today announced results for the quarter ended March 31, 2007:

·       Funds from operations (“FFO”) of the Simon portfolio for the quarter increased 9.3% to $392.4 million from $358.9 million in the first quarter of 2006. On a diluted per share basis the increase was 8.7% to $1.37 from $1.26 in 2006.

·       Net income available to common stockholders for the quarter decreased 5.4% to $98.4 million from $104.0 million in the first quarter of 2006. On a diluted per share basis the decrease was 6.4% to $0.44 from $0.47 in 2006. The decrease in net income is primarily the result of gains recognized in 2006 on the sale of interests in unconsolidated entities. Gains from real estate transactions do not impact FFO.

U.S. Portfolio Statistics

 

 

As of

 

As of

 

 

 

 

 

March 31, 2007

 

March 31, 2006

 

Change

 

Occupancy

 

 

 

 

 

 

 

 

 

 

 

Regional Malls(1)

 

 

91.8

%

 

 

91.6

%

 

20 basis point increase

 

Premium Outlet® Centers(2)

 

 

99.1

%

 

 

99.3

%

 

20 basis point decrease

 

Community/Lifestyle Centers(2)

 

 

93.1

%

 

 

90.3

%

 

280 basis point increase

 

Comparable Sales per Sq. Ft.

 

 

 

 

 

 

 

 

 

 

 

Regional Malls(3)

 

 

$

487

 

 

 

$

461

 

 

5.6% increase

 

Premium Outlet Centers(2)

 

 

$

485

 

 

 

$

444

 

 

9.2% increase

 

Average Rent per Sq. Ft.

 

 

 

 

 

 

 

 

 

 

 

Regional Malls(1)

 

 

$

36.18

 

 

 

$

34.83

 

 

3.9% increase

 

Premium Outlet Centers(2)

 

 

$

24.84

 

 

 

$

23.85

 

 

4.1% increase

 

Community/Lifestyle Centers(2)

 

 

$

11.94

 

 

 

$

11.47

 

 

4.1% increase

 


(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.

61




Dividends

Today the Company announced a quarterly common stock dividend of $0.­­84 per share. This dividend will be paid on May 31, 2007 to stockholders of record on May 17, 2007.

The Company also declared dividends on its three outstanding public issues of preferred stock:

·       7.89% Series G Cumulative Preferred (NYSE:SPGPrG) dividend of $0.98625 per share is payable on June 29, 2007 to stockholders of record on June 15, 2007.

·       6% Series I Convertible Perpetual Preferred (NYSE:SPGPrI) dividend of $0.75 per share is payable on May 31, 2007 to stockholders of record on May 17, 2007.

·       8 3/8% Series J Cumulative Redeemable Preferred (NYSE:SPGPrJ) dividend of $1.046875 per share is payable on June 29, 2007 to stockholders of record on June 15, 2007.

U.S. Development Activity

On March 9th, the Company opened The Domain, an open-air town center which combines 700,000 square feet of luxury fashion, retail and restaurant space; 75,000 square feet of Class A office space; and 390 high-end apartments in Austin, Texas.

The Domain is anchored by Macy’s and the first Neiman Marcus in central Texas. Of The Domain’s 75 retailers, more than 30 high-end retailers and restaurants make their Austin-area debuts at the property. Stores range from innovative home décor retailers such as Z Gallerie to fashion retailers Lilly Pulitzer and Juicy Couture. Other exclusive retailers include Tiffany, Intermix and Louis Vuitton. New restaurants include Kona Grill, North, Daily Grill, Jasper’s, Joe DiMaggio’s Italian Chophouse, Fleming’s Prime Steakhouse and California Pizza Kitchen.

On March 15th, the Company announced the start of construction on Houston Premium Outlets. This 430,000 square-foot outlet center will bring upscale outlet shopping to the Houston market. The 75 acre property is located in northwest Houston off of U.S. Highway 290 between Mason Road and Fairfield Drive in Cypress, Texas. The center will be a single-level, village-style project with a Southwest architectural theme. Houston Premium Outlets will house 120 outlet stores and will feature high-quality designer and name brands serving the area’s permanent population as well as visitors to the area.

The Company continues construction on:

·       The Village at SouthPark—a mixed-use project comprised of residential and retail components located adjacent to Simon’s highly successful SouthPark in Charlotte, North Carolina. Crate & Barrel opened in November of 2006, with the remaining retail and the residential component of 150 luxury apartments scheduled to open this summer.

·       Palms Crossing—a community center in McAllen, Texas. The 385,000 square foot first phase of the center is scheduled to open in November of 2007.

·       Philadelphia Premium Outlets—a 430,000 square foot upscale manufacturers’ outlet center located in Limerick, Pennsylvania, 35 miles northwest of Philadelphia. The center is scheduled to open in November of 2007.

·       Hamilton Town Center—a 950,000 square foot open-air retail center located in Noblesville, Indiana. The center is scheduled to open in May of 2008.

·       Pier Park—a 920,000 square foot community/lifestyle center located in Panama City Beach, Florida. Target has already opened at the center and a 16-screen theater is scheduled to open in May of 2007. The remainder of the project is scheduled to open in March of 2008.

62




International Activity

On April 4th, GCI (the Italian joint venture in which the Company owns a 49% interest) acquired the remaining 60% interest in the venture’s shopping center in Giugliano (a suburb of Naples).

On April 17th, the Company’s Simon Ivanhoe joint venture signed a definitive agreement to sell five non-core assets in Poland. Proceeds are expected to approximate 183 million euros, net of debt and transaction costs. The transaction is expected to close within the next 60 days, after customary regulatory approvals are obtained.

Development Projects:

·       Construction continues on four shopping center projects in Italy, fully or partially owned by GCI. Three of the shopping centers are expected to open in 2007 and are located in Cinisello (Milan), Nola (Naples) and Porta di Roma (Rome). Our project in Argine (Naples) is scheduled to open in 2008.

·       Yeoju Premium Outlets is a 253,000 square foot upscale outlet center that will serve the greater Seoul, South Korea market. The Company owns 50% of this project, which is scheduled to open on June 1, 2007.

·       Construction continues on the Company’s sixth Premium Outlet in Japan—Kobe Sanda Premium Outlets—located in the Kobe/Osaka market, 22 miles north of downtown Kobe. The Company owns 40% of this project, which is scheduled to open in July of 2007.

·       Construction also continues on four projects in China located in Changshu, Hangzhou, Suzhou, and Zhengzhou. The centers range in size from 300,000 to 720,000 square feet and will be anchored by Wal-Mart. 2008 openings are scheduled for Changshu, Hangzhou and Zhengzhou, followed by an anticipated early 2009 opening for Suzhou. Simon owns 32.5% of these projects through its partnership with Morgan Stanley Real Estate Fund and Shenzhen International Trust and Investment Company CP.

Acquisition Activity

On March 1st, the Company acquired the remaining 40% ownership interest in University Park Mall and University Center. University Park Mall is an 819,000 square foot regional mall located in Mishawaka, Indiana, anchored by Macy’s, JCPenney and Sears. The mall is 94% occupied and generates sales of approximately $400 per square foot. University Center is a 150,000 square foot community center located adjacent to the mall.

The Mills Corporation

On March 29th, the Company announced the successful completion of the $25.25 per share cash tender offer for all outstanding shares of common stock of The Mills Corporation (NYSE: MLS) (“The Mills”) by SPG-FCM Ventures, LLC, a joint venture between an entity owned by Simon and funds managed by Farallon Capital Management, L.L.C. On April 3rd, the acquisition of The Mills by SPG-FCM Ventures, LLC was completed by means of a merger of a subsidiary of SPG-FCM Ventures and The Mills.

As of March 31st, the Company and its partner had each invested $475 million to acquire 75.38% of The Mills’ common equity. The Company and its partner will each invest an additional $175 million during the second quarter to acquire the remaining equity of The Mills. The Company also provided a $1.187 billion mezzanine loan to The Mills that bears interest at LIBOR plus 270 basis points and also funded a $286 million loan to SPG-FCM Ventures, LLC. The Mills portfolio of 40 assets consists primarily of two distinctive types of assets—regional malls and Mills properties. A Mills property typically comprises over one million square feet of gross leasable area with a combination of traditional mall, outlet center and big box retailers and entertainment uses, all focused on delivering value for the consumer.

63




2007 Guidance

Today the Company increased its guidance for 2007. The Company expects diluted FFO to be within a range of $5.75 to $5.85 per share for the year ending December 31, 2007, and diluted net income available to common stockholders to be within a range of $1.87 to $1.97 per share.

The following table provides the reconciliation of the range of estimated diluted net income available to common stockholders per share to estimated diluted FFO per share.

For the year ending December 31, 2007  

 

 

Low

 

High

 

 

 

End

 

End

 

Estimated diluted net income available to common stockholders per share

 

$

1.87

 

$

1.97

 

Depreciation and amortization including our share of joint ventures

 

3.99

 

3.99

 

Impact of additional dilutive securities

 

(0.11

)

(0.11

)

Estimated diluted FFO per share

 

$

5.75

 

$

5.85

 

 

Conference Call

The Company will provide an online simulcast of its quarterly conference call at www.simon.com (Investor Relations 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 11:00 a.m. Eastern Daylight Time today, April 27, 2007. An online replay will be available for approximately 90 days at www.simon.com, www.earnings.com and www.streetevents.com. A fully searchable podcast of the conference call will also be available at www.REITcafe.com shortly after completion of the call.

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.

Forward-Looking Statements

Certain statements made in this press release may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can give no assurance that our expectations will be attained, and it is possible that 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 Company’s ability to meet debt service requirements, the availability of financing, changes in the Company’s credit rating, changes in market rates of interest and foreign exchange rates for foreign currencies, the ability to hedge interest rate risk, risks associated with the acquisition, development and expansion of properties, general risks related to retail real estate, the liquidity of real estate investments, environmental liabilities, international, national, regional and local economic climates, changes in market rental rates, trends in the retail industry, relationships with anchor tenants, the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, risks relating to joint venture properties, costs of common area maintenance, competitive market forces, risks related to international activities, insurance costs and coverage, impact of terrorist activities, inflation and maintenance of REIT status. The Company discusses these and other risks and uncertainties under the heading “Risk Factors” in its annual and quarterly periodic reports filed with the SEC that could cause the Company’s actual results to differ materially from the forward-looking statements that the Company makes. The Company may update that discussion in its periodic reports, but otherwise the Company undertakes no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.

64




Funds from Operations (“FFO”)

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. The Company determines FFO in accordance with the definition set forth by the National Association of Real Estate Investment Trusts (“NAREIT”).

About Simon Property Group

Simon Property Group, Inc., an S&P 500 company 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 $56 billion. Through its subsidiary partnership, it currently owns or has an interest in 323 properties in the United States containing an aggregate of 244 million square feet of gross leasable area in 41 states plus Puerto Rico. Simon also owns interests in 53 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. Simon Property Group, Inc. is publicly traded on the NYSE under the symbol SPG.

65




SIMON
Consolidated Statements of Operations
Unaudited
(In thousands)

 

 

For the Three
Months Ended
March 31,

 

 

 

2007

 

2006

 

REVENUE:

 

 

 

 

 

Minimum rent

 

$

510,865

 

$

488,088

 

Overage rent

 

17,892

 

16,059

 

Tenant reimbursements

 

230,613

 

221,035

 

Management fees and other revenues

 

20,875

 

20,169

 

Other income

 

71,896

 

42,298

 

Total revenue

 

852,141

 

787,649

 

EXPENSES:

 

 

 

 

 

Property operating

 

109,227

 

105,947

 

Depreciation and amortization

 

215,271

 

209,447

 

Real estate taxes

 

79,182

 

81,805

 

Repairs and maintenance

 

29,007

 

25,955

 

Advertising and promotion

 

18,884

 

17,402

 

Provision for (recovery of) credit losses

 

542

 

(6

)

Home and regional office costs

 

33,699

 

30,336

 

General and administrative

 

3,899

 

4,493

 

Other

 

13,464

 

13,066

 

Total operating expenses

 

503,175

 

488,445

 

OPERATING INCOME

 

348,966

 

299,204

 

Interest expense

 

(222,478

)

(204,072

)

Minority interest in income of consolidated entities

 

(2,910

)

(925

)

Income tax expense of taxable REIT subsidiaries

 

(1,285

)

(1,639

)

Income from unconsolidated entities, net

 

21,773

 

29,923

 

Gain on sale of interests in unconsolidated entities, net

 

 

34,350

 

Limited partners’ interest in the Operating Partnership

 

(25,878

)

(27,588

)

Preferred distributions of the Operating Partnership

 

(5,239

)

(6,826

)

Income from continuing operations

 

112,949

 

122,427

 

Discontinued operations, net of Limited Partners’ interest

 

(162

)

191

 

Loss on sale of discontinued operations, net of Limited Partners’ interest

 

 

(28

)

NET INCOME

 

112,787

 

122,590

 

Preferred dividends

 

(14,406

)

(18,573

)

NET INCOME AVAILABLE TO COMMON STOCKHOLDERS

 

$

98,381

 

$

104,017

 

 

66




SIMON
Per Share Data
Unaudited

 

 

For the Three
Months Ended

 

 

 

March 31,

 

 

 

2007

 

2006

 

Basic Earnings Per Common Share:

 

 

 

 

 

Income from continuing operations

 

$

0.44

 

$

0.47

 

Discontinued operations—results of operations and gain on sale, net

 

 

 

Net income available to common stockholders

 

$

0.44

 

$

0.47

 

Percentage Change

 

-6.4

%

 

 

Diluted Earnings Per Common Share:

 

 

 

 

 

Income from continuing operations

 

$

0.44

 

$

0.47

 

Discontinued operations—results of operations and gain on sale, net

 

 

 

Net income available to common stockholders

 

$

0.44

 

$

0.47

 

Percentage Change

 

-6.4

%

 

 

 

67




SIMON
Consolidated Balance Sheets
Unaudited
(In thousands, except as noted)

 

 

March 31,

 

December 31,

 

 

 

2007

 

2006

 

ASSETS:

 

 

 

 

 

Investment properties, at cost

 

$

23,400,940

 

$

22,863,963

 

Less—accumulated depreciation

 

4,800,439

 

4,606,130

 

 

 

18,600,501

 

18,257,833

 

Cash and cash equivalents

 

339,953

 

929,360

 

Tenant receivables and accrued revenue, net

 

339,341

 

380,128

 

Investment in unconsolidated entities, at equity

 

1,874,255

 

1,526,235

 

Deferred costs and other assets

 

1,116,000

 

990,899

 

Notes receivable from related parties

 

1,473,540

 

 

Total assets

 

$

23,743,590

 

$

22,084,455

 

LIABILITIES:

 

 

 

 

 

Mortgages and other indebtedness

 

$

17,152,418

 

$

15,394,489

 

Accounts payable, accrued expenses, intangibles, and deferred revenue

 

1,082,809

 

1,109,190

 

Cash distributions and losses in partnerships and joint ventures, at
equity

 

250,737

 

227,588

 

Other liabilities, minority interest and accrued dividends

 

185,072

 

178,250

 

Total liabilities

 

18,671,036

 

16,909,517

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

LIMITED PARTNERS’ INTEREST IN THE OPERATING PARTNERSHIP

 

808,663

 

837,836

 

LIMITED PARTNERS’ PREFERRED INTEREST IN THE OPERATING PARTNERSHIP

 

312,574

 

357,460

 

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, 17,842,594 and 17,578,701 issued and outstanding, respectively, and with liquidation values of $892,130 and $878,935, respectively

 

898,119

 

884,620

 

Common stock, $.0001 par value, 400,000,000 shares authorized, 227,507,320 and 225,797,566 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

 

5,029,030

 

5,010,256

 

Accumulated deficit

 

(1,829,520

)

(1,740,897

)

Accumulated other comprehensive income

 

18,790

 

19,239

 

Common stock held in treasury at cost, 4,132,224 and 4,378,495 shares, respectively

 

(165,125

)

(193,599

)

Total stockholders’ equity

 

3,951,317

 

3,979,642

 

Total liabilities and stockholders’ equity

 

$

23,743,590

 

$

22,084,455

 

 

68




SIMON
Joint Venture Statements of Operations
Unaudited
(In thousands)

 

 

For the Three Months Ended 
March 31,

 

STATEMENTS OF OPERATIONS

 

 

 

       2007       

 

       2006       

 

Revenue:

 

 

 

 

 

 

 

 

 

Minimum rent

 

 

$

277,972

 

 

 

$

257,703

 

 

Overage rent

 

 

17,341

 

 

 

14,159

 

 

Tenant reimbursements

 

 

135,283

 

 

 

125,558

 

 

Other income

 

 

41,745

 

 

 

32,098

 

 

Total revenue

 

 

472,341

 

 

 

429,518

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Property operating

 

 

89,151

 

 

 

85,767

 

 

Depreciation and amortization

 

 

84,083

 

 

 

73,136

 

 

Real estate taxes

 

 

35,111

 

 

 

33,342

 

 

Repairs and maintenance

 

 

23,214

 

 

 

20,680

 

 

Advertising and promotion

 

 

8,102

 

 

 

6,929

 

 

Provision for credit losses

 

 

165

 

 

 

431

 

 

Other

 

 

25,763

 

 

 

23,755

 

 

Total operating expenses

 

 

265,589

 

 

 

244,040

 

 

Operating Income

 

 

206,752

 

 

 

185,478

 

 

Interest expense

 

 

(111,239

)

 

 

(103,776

)

 

Loss from unconsolidated entities

 

 

(84

)

 

 

 

 

(Loss) gain on sale of assets

 

 

(4,759

)

 

 

94

 

 

Income from Continuing Operations

 

 

90,670

 

 

 

81,796

 

 

Income from consolidated joint venture interests(A)

 

 

 

 

 

110

(C)

 

Income from discontinued joint venture interests(A)

 

 

17

(B)

 

 

327

(B)

 

Loss on disposal or sale of discontinued operations, net

 

 

 

 

 

(447

)

 

Net Income

 

 

$

90,687

 

 

 

$

81,786

 

 

Third-Party Investors’ Share of Net Income

 

 

$

54,645

 

 

 

$

49,576

 

 

Our Share of Net Income

 

 

36,042

 

 

 

32,210

 

 

Amortization of Excess Investment

 

 

(14,269

)

 

 

(12,518

)

 

Income from Beneficial Interests

 

 

 

 

 

10,231

 

 

Income from Unconsolidated Entities, Net

 

 

$

21,773

 

 

 

$

29,923

 

 

 

69




SIMON
Joint Venture Balance Sheets
Unaudited
(In thousands)

 

 

March 31,

 

December 31,

 

BALANCE SHEETS

 

 

 

2007

 

2006

 

Assets:

 

 

 

 

 

Investment properties, at cost

 

$

10,645,934

 

$

10,669,967

 

Less—accumulated depreciation

 

2,190,574

 

2,206,399

 

 

 

8,455,360

 

8,463,568

 

Cash and cash equivalents

 

372,964

 

354,620

 

Tenant receivables

 

229,421

 

258,185

 

Investment in unconsolidated entities

 

170,301

 

176,400

 

Deferred costs and other assets

 

321,864

 

307,468

 

Total assets

 

$

9,549,910

 

$

9,560,241

 

Liabilities and Partners’ Equity:

 

 

 

 

 

Mortgages and other indebtedness

 

$

8,099,076

 

$

8,055,855

 

Accounts payable, accrued expenses, and deferred revenue

 

487,180

 

513,472

 

Other liabilities

 

256,501

 

255,633

 

Total liabilities

 

8,842,757

 

8,824,960

 

Preferred units

 

67,450

 

67,450

 

Partners’ equity

 

639,703

 

667,831

 

Total liabilities and partners’ equity

 

$

9,549,910

 

$

9,560,241

 

Our Share of:

 

 

 

 

 

Total assets

 

$

4,572,229

 

$

4,113,051

 

Partners’ equity

 

$

402,005

 

$

380,150

 

Add: Investment in SPG-FCM Ventures, LLC

 

421,218

 

 

Add: Excess Investment(D)

 

800,295

 

918,497

 

Our net Investment in Joint Ventures

 

$

1,623,518

 

$

1,298,647

 

Mortgages and other indebtedness

 

$

3,449,906

 

$

3,472,228

 

 

70




SIMON
Footnotes to Financial Statements
Unaudited

Notes:

(A)       Consolidation occurs when the Company acquires an additional ownership interest in a joint venture and, as a result, gains 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 March 31, 2007.

Discontinued joint venture interests represent assets and partnership interests that have been sold.

(B)        Relates to the sale of Great Northeast Plaza, a community center, on April 25, 2006.

(C)        As a result of the consolidation of Mall of Georgia during the fourth quarter of 2006, we reclassified our share of the pre-consolidation earnings from this property.

(D)       Excess investment represents the unamortized difference of the Company’s investment over equity in the underlying net assets of the partnerships and joint ventures. The Company generally amortizes excess investment over the life of the related properties, typically no greater than 40 years, and the amortization is included in income from unconsolidated entities.

71




SIMON

Reconciliation of Net Income to FFO (1)

Unaudited

(In thousands, except as noted)

 

 

For the Three

 

 

 

Months Ended

 

 

 

March 31,

 

 

 

        2007        

 

        2006        

 

Net Income(2)(3)(4)(5)

 

 

$

112,787

 

 

 

$

122,590

 

 

Adjustments to Net Income to Arrive at FFO:

 

 

 

 

 

 

 

 

 

Limited partners’ interest in the Operating Partnership and preferred distributions of the Operating Partnership

 

 

31,117

 

 

 

34,380

 

 

Limited partners’ interest in discontinued operations

 

 

(41

)

 

 

34

 

 

Depreciation and amortization from consolidated properties, and discontinued operations

 

 

212,488

 

 

 

213,542

 

 

Simon’s share of depreciation and amortization from unconsolidated entities

 

 

55,331

 

 

 

50,132

 

 

(Gain) loss on sales of assets and interests in unconsolidated entities and discontinued operations, net of limited partners’ interest

 

 

2,380

 

 

 

(34,322

)

 

Minority interest portion of depreciation and amortization

 

 

(2,017

)

 

 

(2,100

)

 

Preferred distributions and dividends

 

 

(19,645

)

 

 

(25,399

)

 

FFO of the Simon Portfolio

 

 

$

392,400

 

 

 

$

358,857

 

 

Per Share Reconciliation:

 

 

 

 

 

 

 

 

 

Diluted net income available to common stockholders per share

 

 

$

0.44

 

 

 

$

0.47

 

 

Adjustments to net income to arrive at FFO:

 

 

 

 

 

 

 

 

 

Depreciation and amortization from consolidated properties and Simon’s share of depreciation and amortization from unconsolidated entities, net of minority interest portion of depreciation and amortization

 

 

0.95

 

 

 

0.94

 

 

(Gain) loss on sales of assets and interests in unconsolidated entities and discontinued operations, net of limited partners’ interest

 

 

0.01

 

 

 

(0.12

)

 

Impact of additional dilutive securities for FFO per share

 

 

(0.03

)

 

 

(0.03

)

 

Diluted FFO per share

 

 

$

1.37

 

 

 

$

1.26

 

 

 

Details for per share calculations:

 

 

 

 

 

 

 

 

 

FFO of the Simon Portfolio

 

 

$

392,400

 

 

 

$

358,857

 

 

Adjustments for dilution calculation:

 

 

 

 

 

 

 

 

 

Impact of preferred stock and preferred unit conversions and option
exercises
(6)

 

 

12,816

 

 

 

14,194

 

 

Diluted FFO of the Simon Portfolio

 

 

405,216

 

 

 

373,051

 

 

Diluted FFO allocable to unitholders

 

 

(80,076

)

 

 

(73,925

)

 

Diluted FFO allocable to common stockholders

 

 

$

325,140

 

 

 

$

299,126

 

 

Basic weighted average shares outstanding

 

 

222,443

 

 

 

220,580

 

 

Adjustments for dilution calculation:

 

 

 

 

 

 

 

 

 

Effect of stock options

 

 

857

 

 

 

973

 

 

Impact of Series C preferred unit conversion

 

 

191

 

 

 

1,061

 

 

Impact of Series I preferred unit conversion

 

 

2,701

 

 

 

3,268

 

 

Impact of Series I preferred stock conversion

 

 

11,002

 

 

 

10,835

 

 

Diluted weighted average shares outstanding

 

 

237,194

 

 

 

236,717

 

 

Weighted average limited partnership units outstanding

 

 

58,415

 

 

 

58,503

 

 

Diluted weighted average shares and units outstanding

 

 

295,609

 

 

 

295,220

 

 

Basic FFO per share

 

 

$

1.40

 

 

 

$

1.29

 

 

Percent Increase

 

 

8.5

%

 

 

 

 

 

Diluted FFO per share

 

 

$

1.37

 

 

 

$

1.26

 

 

Percent Increase

 

 

8.7

%

 

 

 

 

 

 

72




SIMON
Footnotes to Reconciliation of Net Income to FFO
Unaudited

Notes:

(1)          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.

(2)          Includes the Company’s share of gains on land sales of $7.6 million and $6.6 million for the three months ended March 31, 2007 and 2006, respectively.

(3)          Includes the Company’s share of straight-line adjustments to minimum rent of $5.1 million and $3.8 million for the three months ended March 31, 2007 and 2006, respectively.

(4)          Includes the Company’s share of the fair market value of leases from acquisitions of $13.9 million and $17.4 million for the three months ended March 31, 2007 and 2006, respectively.

(5)          Includes the Company’s share of debt premium amortization of $7.0 million and $6.7 million for the three months ended March 31, 2007 and 2006, respectively.

(6)          Includes dividends and distributions of Series I preferred stock and Series C and Series I preferred units.

73