EX-99.2 3 a07-20138_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 SECOND QUARTER RESULTS

AND QUARTERLY DIVIDENDS

Indianapolis, Indiana—July 30, 2007...Simon Property Group, Inc. (the “Company” or “Simon”) (NYSE:SPG) today announced results for the quarter ended June 30, 2007:

·       Funds from operations (“FFO”) of the Simon portfolio for the quarter increased 4.1% to $373.0 million from $358.4 million in the second quarter of 2006. On a diluted per share basis the increase was 4.0% to $1.31 from $1.26 in 2006. FFO of the Simon portfolio for the six months increased 6.7% to $765.4 million from $717.3 million in 2006. On a diluted per share basis the increase was 6.3% to $2.68 per share from $2.52 per share in 2006.

·       Net income available to common stockholders for the quarter decreased 27.7% to $59.9 million from $82.9 million in the second quarter of 2006. On a diluted per share basis the decrease was 27.0% to $0.27 from $0.37 in 2006. Net income available to common stockholders for the six months decreased 15.3% to $158.3 million from $186.9 million in 2006. On a diluted per share basis the decrease was 15.5% to $0.71 per share from $0.84 per share in 2006. The decrease in net income for the quarter and six months is primarily attributable to higher gains recognized in 2006 on the sale of interests in unconsolidated entities than in 2007 and lower income from unconsolidated entities in 2007. Income from unconsolidated entities was lower in the second quarter of 2007 than the year earlier period primarily as a result of increased depreciation expense attributable to the acquisition of the Mills portfolio of assets.

 

 

As of
June 30, 2007

 

As of
June 30, 2006

 

Change

 

Occupancy

 

 

 

 

 

 

 

 

 

 

 

Regional Malls(1)

 

 

92.0

%

 

 

91.6

%

 

40 basis point increase

 

Premium Outlet Centers®(2)

 

 

99.4

%

 

 

99.4

%

 

unchanged

 

Community/Lifestyle Centers(2)

 

 

92.9

%

 

 

89.7

%

 

320 basis point increase

 

Comparable Sales per Sq. Ft.

 

 

 

 

 

 

 

 

 

 

 

Regional Malls(3)

 

 

$

489

 

 

 

$

468

 

 

4.5% increase

 

Premium Outlet Centers(2)

 

 

$

492

 

 

 

$

453

 

 

8.6% increase

 

Average Rent per Sq. Ft.

 

 

 

 

 

 

 

 

 

 

 

Regional Malls(1)

 

 

$

36.51

 

 

 

$

35.10

 

 

4.0% increase

 

Premium Outlet Centers(2)

 

 

$

25.11

 

 

 

$

23.78

 

 

5.6% increase

 

Community/Lifestyle Centers(2)

 

 

$

12.03

 

 

 

$

11.65

 

 

3.3% 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 August 31, 2007 to stockholders of record on August 17, 2007.

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

·       7.89% Series G Cumulative Preferred (NYSE:SPGPrG) dividend of $0.98625 per share is payable on September 28, 2007 to stockholders of record on September 14, 2007.

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

·       8 3/8% Series J Cumulative Redeemable Preferred (NYSE:SPGPrJ) dividend of $1.046875 per share is payable on September 28, 2007 to stockholders of record on September 14, 2007.

Common Stock Repurchase Program

On July 26, 2007, the Company announced that its Board of Directors had authorized a common stock repurchase program. Under the program, the Company may purchase up to $1 billion of its common stock over the next 24 months as market conditions warrant. The shares may be repurchased in the open market or in privately negotiated transactions.

2007 Guidance

Today the Company increased its guidance for 2007. The Company expects diluted FFO to be within a range of $5.83 to $5.88 per share for the year ending December 31, 2007, and diluted net income available to common stockholders to be within a range of $1.58 to $1.63 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 

End

 

High 

End

 

Estimated diluted net income available to common stockholders per share

 

$

1.58

 

$

1.63

 

Depreciation and amortization including our share of joint ventures

 

4.36

 

4.36

 

Impact of additional dilutive securities

 

(0.11

)

(0.11

)

Estimated diluted FFO per share

 

$

5.83

 

$

5.88

 

 

U.S. Development Activity

During June and July of 2007, the Company opened the 48,000 square foot small shop retail component and the residential component of 150 luxury apartments at The Village at SouthPark—a mixed-use project located adjacent to the highly successful SouthPark in Charlotte, North Carolina. Crate & Barrel opened in November of 2006.

In late July, the Company commenced construction on Jersey Shore Premium Outlets, a 435,000 square foot upscale manufacturers’ outlet center in Tinton Falls, New Jersey. The center is scheduled to open in the fall of 2008.

The Company continues construction on:

·       Palms Crossing—a 396,000 square foot community center in McAllen, Texas. The first phase of the center is scheduled to open in November of 2007.

62




·       Philadelphia Premium Outlets—a 425,000 square foot upscale manufacturers’ outlet center in Limerick, Pennsylvania, 35 miles northwest of Philadelphia. The center is scheduled to open in November of 2007.

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

·       Hamilton Town Center—a 950,000 square foot open-air retail center in Noblesville, Indiana. The 690,000 square foot first phase of the center is scheduled to open in May of 2008.

·       Houston Premium Outlets—a 433,000 square foot upscale manufacturers’ outlet center in Houston, Texas. The center is scheduled to open in May of 2008.

International Activity

Recent international activities include:

·       On April 4th, Gallerie Commerciali Italia (“GCI”), Simon’s Italian joint venture partnership with Groupe Auchan, acquired the remaining 60% interest in the venture’s shopping center in Giugliano (a suburb of Naples).

·       On June 1st, the Company’s Chelsea division opened Yeoju Premium Outlets, the first Premium Outlet Center in South Korea. The project is located on Expressway 50 approximately 36 miles southeast of Seoul in Gyeonggi Province. The 250,000 square-foot first phase of the project opened with 120 tenants. The center was 100% leased at opening, with approximately 90% of the center leased to international brands and the balance to Korean domestic brands. Population within a 40-mile radius of Yeoju Premium Outlets is approximately nine million people.

Yeoju Premium Outlets is the first project to be completed by Shinsegae Chelsea Co., Ltd., a joint venture between Simon (50%) and Shinsegae Co., Ltd. and Shinsegae International Co., Ltd. (together 50%). Shinsegae is one of Korea’s leading retailers.

·       On July 5th, the Company’s Simon Ivanhoe joint venture completed the sale of five non-core assets in Poland. Proceeds approximated 183 million euros, net of debt and transaction costs. SPG’s share of the gain is expected to be in excess of $70 million.

·       On July 5th, the Company’s Chelsea division opened Kobe-Sanda Premium Outlets, the sixth Premium Outlet Center in Japan and the second in the Kansai region. The project is located 22 miles north of downtown Kobe and 30 miles northwest of central Osaka. It is accessible via the region’s three most heavily traveled major highways—the Chugoku Expressway, the Sanyo Expressway and the Rokko-kita Toll Road. The 195,000 square-foot first phase of the project opened 100% leased to 90 tenants. Approximately 70% of the center has been leased to international brands and the balance to Japanese domestic brands. The population within a 30-mile radius is approximately 13 million people.

Kobe-Sanda Premium Outlets was developed by Chelsea Japan Co., Ltd., a joint venture of Simon Property Group (40% interest), Mitsubishi Estate Co., Ltd. and Sojitz Corporation (each 30%), and brings the joint venture’s operating portfolio of Premium Outlet Centers to 1.6 million square feet of gross leasable area.

·       On July 26th, the Company announced that the Porta di Roma shopping center in Rome, Italy opened to the public. The center is located on the north side of Rome adjacent to the Grande Annulare, the peripheral highway which circles the city. The 1.3 million square foot center (Italy’s largest shopping center) opened 97% leased and is anchored by Auchan, LeRoy Merlin, IKEA and

63




a 14-screen UGC Movie Theatre. The center’s 210 small shops have been leased to significant national and international retailers. The trade area for Porta di Roma contains approximately 1.3 million people.

The center is the joint development of the Lamaro Group, a major Rome-based construction and development organization, and GCI. GCI owns 40% of this project.

Development projects:

·       Construction continues on three shopping center projects in Italy, fully or partially owned by GCI. Two of the shopping centers are expected to open in 2007 and are located in Cinisello (Milan) and Nola (Naples). Another project, located in Argine (Naples), is scheduled to open in late 2008. After the opening of these three projects, GCI will own interests in 45 shopping centers in Italy comprising approximately 10.6 million square feet of gross leasable area.

·       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 fall 2009 opening for Suzhou. The Company expects to begin construction on a 5th center, in Hefei, by year-end 2007 for a 2009 opening. Simon owns 32.5% of these projects through its partnership with Morgan Stanley Real Estate Fund and Shenzhen International Trust and Investment Company CP.

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 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 by SPG-FCM Ventures, LLC was completed by means of a merger of a subsidiary of SPG-FCM Ventures and The Mills Corporation.

The Mills portfolio of assets consists primarily of two distinctive types of assets—regional malls and The Mills®. The Mills® are centers that typically comprise 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. The Mills portfolio of assets is included in the Company’s financial statements as joint venture assets.

Recent and anticipated capital market activities related to the Mills transaction are as follows:

·       Seven of the portfolio assets were refinanced, totaling $2.3 billion and generating $962 million of excess net loan proceeds at an average rate of 5.78%.

·       A senior corporate credit facility was completed, raising $925 million at Libor plus 125 basis points.

·       An announced liquidation of The Mills Corporation is expected to occur on August 1, 2007—this will include the concurrent liquidation of the five outstanding series’ of Mills’ preferred stock.

Effective July 1, 2007, Simon also completed the transfer of all accounting and financial operations related to the Mills portfolio to Simon’s Indianapolis headquarters.

Conference Call

The Company will provide an online simulcast of its quarterly conference call at www.simon.com (Investor Relations tab), 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, July 30, 2007. An

64




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.

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

Simon Property Group, Inc. is an S&P 500 company and the largest public U.S. real estate company. Simon is a fully integrated real estate company which operates from five retail real estate platforms: regional malls, Premium Outlet Centers®, The Mills®, community/lifestyle centers and international properties. It currently owns or has an interest in 380 properties comprising 258 million square feet of gross leasable area in North America, Europe and Asia. The Company is headquartered in Indianapolis, Indiana and employs more than 4,500 people worldwide. Simon Property Group, Inc. is publicly traded on the NYSE under the symbol SPG and has a current total market capitalization of approximately $50 billion. For further information, visit the Company’s website at www.simon.com.

65




SIMON
Consolidated Statements of Operations
Unaudited
(In thousands)

 

 

For the Three
Months Ended

 

For the Six
Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

REVENUE:

 

 

 

 

 

 

 

 

 

Minimum rent

 

$

522,086

 

$

485,826

 

$

1,032,951

 

$

973,914

 

Overage rent

 

18,634

 

15,297

 

36,526

 

31,356

 

Tenant reimbursements

 

237,984

 

226,777

 

468,597

 

447,812

 

Management fees and other revenues

 

17,542

 

19,399

 

38,417

 

39,568

 

Other income

 

59,686

 

51,439

 

131,582

 

93,737

 

Total revenue

 

855,932

 

798,738

 

1,708,073

 

1,586,387

 

EXPENSES:

 

 

 

 

 

 

 

 

 

Property operating

 

112,122

 

107,257

 

221,349

 

213,204

 

Depreciation and amortization

 

230,611

 

211,363

 

445,882

 

420,810

 

Real estate taxes

 

79,063

 

70,404

 

158,245

 

152,209

 

Repairs and maintenance

 

28,744

 

24,839

 

57,751

 

50,794

 

Advertising and promotion

 

20,410

 

20,541

 

39,294

 

37,943

 

Provision for credit losses

 

1,424

 

4,466

 

1,966

 

4,460

 

Home and regional office costs

 

29,270

 

32,652

 

62,969

 

62,988

 

General and administrative

 

6,119

 

5,005

 

10,018

 

9,498

 

Other

 

14,618

 

12,162

 

28,082

 

25,228

 

Total operating expenses

 

522,381

 

488,689

 

1,025,556

 

977,134

 

OPERATING INCOME

 

333,551

 

310,049

 

682,517

 

609,253

 

Interest expense

 

(243,654

)

(200,743

)

(466,132

)

(404,815

)

Minority interest in income of consolidated entities

 

(3,136

)

(3,433

)

(6,046

)

(4,358

)

Income tax expense of taxable REIT subsidiaries

 

528

 

(3,220

)

(757

)

(4,859

)

Income from unconsolidated entities, net

 

7,459

 

19,882

 

29,232

 

49,805

 

Gain on sale of interests in unconsolidated entities,
net

 

500

 

7,599

 

500

 

41,949

 

Limited Partners’ interest in the Operating
Partnership

 

(15,448

)

(21,924

)

(41,326

)

(49,478

)

Preferred distributions of the Operating Partnership

 

(5,597

)

(6,928

)

(10,836

)

(13,754

)

Income from continuing operations

 

74,203

 

101,282

 

187,152

 

223,743

 

Discontinued operations, net of Limited Partners’ interest

 

17

 

(107

)

(145

)

44

 

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

 

 

88

 

 

66

 

NET INCOME

 

74,220

 

101,263

 

187,007

 

223,853

 

Preferred dividends

 

(14,303

)

(18,395

)

(28,709

)

(36,968

)

NET INCOME AVAILABLE TO COMMON STOCKHOLDERS

 

$

59,917

 

$

82,868

 

$

158,298

 

$

186,885

 

 

66




SIMON
Per Share Data
Unaudited

 

 

For the Three
Months Ended

 

For the Six
Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

Basic Earnings Per Common Share:

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.27

 

$

0.37

 

$

0.71

 

$

0.85

 

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

 

 

 

 

 

Net income available to common stockholders

 

$

0.27

 

$

0.37

 

$

0.71

 

$

0.85

 

Percentage Change

 

-27.0

%

 

 

-16.5

%

 

 

Diluted Earnings Per Common Share:

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.27

 

$

0.37

 

$

0.71

 

$

0.84

 

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

 

 

 

 

 

Net income available to common stockholders

 

$

0.27

 

$

0.37

 

$

0.71

 

$

0.84

 

Percentage Change

 

-27.0

%

 

 

-15.5

%

 

 

 

67




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

 

 

June 30,

 

December 31,

 

 

 

2007

 

2006

 

ASSETS:

 

 

 

 

 

Investment properties, at cost

 

$

23,631,847

 

$

22,863,963

 

Less—accumulated depreciation

 

4,971,424

 

4,606,130

 

 

 

18,660,423

 

18,257,833

 

Cash and cash equivalents

 

381,175

 

929,360

 

Tenant receivables and accrued revenue, net

 

324,776

 

380,128

 

Investment in unconsolidated entities, at equity

 

1,852,819

 

1,526,235

 

Deferred costs and other assets

 

1,132,490

 

990,899

 

Notes receivable from related parties

 

532,580

 

 

Total assets

 

$

22,884,263

 

$

22,084,455

 

LIABILITIES:

 

 

 

 

 

Mortgages and other indebtedness

 

$

16,438,845

 

$

15,394,489

 

Accounts payable, accrued expenses, intangibles, and deferred revenue

 

1,113,213

 

1,109,190

 

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

 

232,802

 

227,588

 

Other liabilities, minority interest and accrued dividends

 

188,327

 

178,250

 

Total liabilities

 

17,973,187

 

16,909,517

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

LIMITED PARTNERS’ INTEREST IN THE OPERATING PARTNERSHIP

 

773,963

 

837,836

 

LIMITED PARTNERS’ PREFERRED INTEREST IN THE OPERATING PARTNERSHIP

 

310,241

 

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, 17,819,267 and 17,578,701 issued and outstanding, respectively, and with liquidation values of $890,963 and $878,935, respectively

 

897,255

 

884,620

 

Common stock, $.0001 par value, 400,000,000 shares authorized, 227,511,348 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

 

5,028,287

 

5,010,256

 

Accumulated deficit

 

(1,957,262

)

(1,740,897

)

Accumulated other comprehensive income

 

22,906

 

19,239

 

Common stock held in treasury at cost, 4,125,332 and 4,378,495 shares, respectively

 

(164,337

)

(193,599

)

Total stockholders’ equity

 

3,826,872

 

3,979,642

 

Total liabilities and stockholders’ equity

 

$

22,884,263

 

$

22,084,455

 

 

68




SIMON
Joint Venture Statements of Operations
Unaudited
(In thousands)

 

 

For the Three Months Ended

 

For the Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

      2007      

 

      2006       

 

2007

 

2006

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

Minimum rent

 

$

447,346

 

 

$

258,692

 

 

$

717,275

 

$

508,637

 

Overage rent

 

20,346

 

 

18,307

 

 

37,642

 

32,424

 

Tenant reimbursements

 

220,429

 

 

128,040

 

 

352,250

 

250,034

 

Other income

 

47,298

 

 

36,121

 

 

88,866

 

67,841

 

Total revenue

 

$

735,419

 

 

$

441,160

 

 

$

1,196,033

 

$

858,936

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

Property operating

 

154,698

 

 

85,577

 

 

241,644

 

169,087

 

Depreciation and amortization

 

157,095

 

 

79,185

 

 

239,914

 

151,066

 

Real estate taxes

 

66,365

 

 

32,337

 

 

100,916

 

65,121

 

Repairs and maintenance

 

30,144

 

 

20,107

 

 

53,026

 

40,491

 

Advertising and promotion

 

15,341

 

 

6,952

 

 

23,045

 

13,541

 

Provision for credit losses

 

6,712

 

 

1,039

 

 

6,723

 

1,432

 

Other

 

42,651

 

 

36,432

 

 

68,364

 

60,156

 

Total operating expenses

 

473,006

 

 

261,629

 

 

733,632

 

500,894

 

Operating Income

 

$

262,413

 

 

$

179,531

 

 

$

462,401

 

$

358,042

 

Interest expense

 

(238,349

)

 

(102,117

)

 

(345,505

)

(201,733

)

Income (loss) from unconsolidated entities

 

(3

)

 

145

 

 

(87

)

239

 

Gain (loss) on sale of assets

 

 

 

94

 

 

(4,759

)

94

 

Income from Continuing Operations

 

$

24,061

 

 

$

77,653

 

 

$

112,050

 

$

156,642

 

Income from consolidated joint venture interests(A)

 

 

 

2,671

(C)

 

2,681

(C)

5,588

(C)

Income from discontinued joint venture interests(A)

 

159

(B)

 

175

(B)

 

176

(B)

502

(B)

Gain on disposal or sale of discontinued operations, net

 

19

 

 

21,151

 

 

19

 

20,704

 

Net Income

 

$

24,239

 

 

$

101,650

 

 

$

114,926

 

$

183,436

 

Third-Party Investors’ Share of Net Income

 

$

6,027

 

 

$

59,863

 

 

$

60,672

 

$

109,439

 

Our Share of Net Income

 

18,212

 

 

41,787

 

 

54,254

 

73,997

 

Amortization of Excess Investment

 

(10,753

)

 

(12,374

)

 

(25,022

)

(24,892

)

Income from Beneficial Interests and Other, Net

 

 

 

1,045

 

 

 

11,276

 

Write-off of Investment Related to Properties Sold

 

 

 

(2,977

)

 

 

(2,977

)

Our Share of Net Gain Related to Properties Sold

 

 

 

(7,599

)

 

 

(7,599

)

Income from Unconsolidated Entities and Beneficial Interests, Net

 

7,459

 

 

19,882

 

 

29,232

 

49,805

 

 

69




SIMON
Joint Venture Balance Sheets
Unaudited
(In thousands)

 

June 30,

 

December 31,

 

 

 

2007

 

2006

 

Assets:

 

 

 

 

 

Investment properties, at cost

 

$

20,638,350

 

$

10,669,967

 

Less—accumulated depreciation

 

2,918,983

 

2,206,399

 

 

 

17,719,367

 

8,463,568

 

Cash and cash equivalents

 

839,368

 

354,620

 

Tenant receivables

 

350,855

 

258,185

 

Investment in unconsolidated entities

 

180,050

 

176,400

 

Deferred costs and other assets

 

815,404

 

307,468

 

Total assets

 

$

19,905,044

 

$

9,560,241

 

Liabilities and Partners’ Equity:

 

 

 

 

 

Mortgages and other indebtedness

 

$

15,529,347

 

$

8,055,855

 

Accounts payable, accrued expenses, and deferred revenue

 

970,302

 

513,472

 

Other liabilities

 

974,091

 

255,633

 

Total liabilities

 

17,473,740

 

8,824,960

 

Preferred units

 

67,450

 

67,450

 

Preferred stock

 

639,695

 

 

Partners’ equity

 

1,724,159

 

667,831

 

Total liabilities and partners’ equity

 

$

19,905,044

 

$

9,560,241

 

Our Share of:

 

 

 

 

 

Total assets

 

$

8,162,161

 

$

4,113,051

 

Partners’ equity

 

$

828,500

 

$

380,150

 

Add: Excess Investment(D)

 

791,517

 

918,497

 

Our net Investment in Joint Ventures

 

$

1,620,017

 

$

1,298,647

 

Mortgages and other indebtedness

 

$

6,188,391

 

$

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 June 30, 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, and Metrocenter, a regional mall, in January 2005.

(C)        As a result of the consolidation of Mall of Georgia during the fourth quarter of 2006 and Town Center at Cobb and Gwinnett Mall as of March 31, 2007, we reclassified our share of the pre-consolidation earnings from these properties.

(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

 

For the Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

        2007        

 

        2006        

 

      2007      

 

      2006      

 

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

 

 

$

74,220

 

 

 

$

101,263

 

 

 

$

187,007

 

 

 

$

223,853

 

 

Adjustments to Net Income to Arrive at FFO:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

21,045

 

 

 

28,852

 

 

 

52,162

 

 

 

63,232

 

 

Limited Partners’ interest in discontinued operations

 

 

3

 

 

 

(28

)

 

 

(38

)

 

 

12

 

 

Depreciation and amortization from consolidated properties and discontinued operations

 

 

226,853

 

 

 

210,448

 

 

 

439,341

 

 

 

423,990

 

 

Simon’s share of depreciation and amortization from unconsolidated entities

 

 

75,969

 

 

 

52,946

 

 

 

131,300

 

 

 

103,078

 

 

Gain on sales of assets and interests in unconsolidated entities and discontinued operations, net of Limited Partners’ interest

 

 

(2,880

)

 

 

(7,687

)

 

 

(500

)

 

 

(42,015

)

 

Minority interest portion of depreciation and amortization

 

 

(2,276

)

 

 

(2,031

)

 

 

(4,293

)

 

 

(4,131

)

 

Preferred distributions and dividends

 

 

(19,900

)

 

 

(25,323

)

 

 

(39,545

)

 

 

(50,722

)

 

FFO of the Simon Portfolio

 

 

$

373,034

 

 

 

$

358,440

 

 

 

$

765,434

 

 

 

$

717,297

 

 

Per Share Reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net income available to common stockholders per share

 

 

$

0.27

 

 

 

$

0.37

 

 

 

$

0.71

 

 

 

$

0.84

 

 

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

 

 

1.07

 

 

 

0.94

 

 

 

2.01

 

 

 

1.88

 

 

Gain on sales of assets and interests in unconsolidated entities and discontinued operations, net of Limited Partners’ interest

 

 

(0.01

)

 

 

(0.03

)

 

 

0.00

 

 

 

(0.15

)

 

Impact of additional dilutive securities for FFO per share

 

 

(0.02

)

 

 

(0.02

)

 

 

(0.04

)

 

 

(0.05

)

 

Diluted FFO per share

 

 

$

1.31

 

 

 

$

1.26

 

 

 

$

2.68

 

 

 

$

2.52

 

 

 

Details for per share calculations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FFO of the Simon Portfolio

 

 

$

373,034

 

 

 

$

358,440

 

 

 

$

765,434

 

 

 

$

717,297

 

 

Adjustments for dilution calculation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

13,072

 

 

 

14,121

 

 

 

25,888

 

 

 

28,315

 

 

Diluted FFO of the Simon Portfolio

 

 

386,106

 

 

 

372,561

 

 

 

791,322

 

 

 

745,612

 

 

Diluted FFO allocable to unitholders

 

 

(75,568

)

 

 

(73,724

)

 

 

(155,615

)

 

 

(147,642

)

 

Diluted FFO allocable to common stockholders

 

 

$

310,538

 

 

 

$

298,837

 

 

 

$

635,707

 

 

 

$

597,970

 

 

Basic weighted average shares outstanding

 

 

223,399

 

 

 

220,990

 

 

 

222,936

 

 

 

220,787

 

 

Adjustments for dilution calculation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of stock options

 

 

837

 

 

 

885

 

 

 

847

 

 

 

930

 

 

Impact of Series C preferred unit conversion

 

 

135

 

 

 

1,047

 

 

 

160

 

 

 

1,054

 

 

Impact of Series I preferred unit conversion

 

 

2,419

 

 

 

3,278

 

 

 

2,559

 

 

 

3,276

 

 

Impact of Series I preferred stock conversion

 

 

11,073

 

 

 

10,826

 

 

 

11,038

 

 

 

10,839

 

 

Diluted weighted average shares outstanding

 

 

237,863

 

 

 

237,026

 

 

 

237,540

 

 

 

236,886

 

 

Weighted average limited partnership units outstanding

 

 

57,883

 

 

 

58,474

 

 

 

58,148

 

 

 

58,488

 

 

Diluted weighted average shares and units outstanding

 

 

295,746

 

 

 

295,500

 

 

 

295,688

 

 

 

295,374

 

 

Basic FFO per share

 

 

$

1.33

 

 

 

$

1.28

 

 

 

$

2.72

 

 

 

$

2.57

 

 

Percent Increase

 

 

3.9

%

 

 

 

 

 

 

5.8

%

 

 

 

 

 

Diluted FFO per share

 

 

$

1.31

 

 

 

$

1.26

 

 

 

$

2.68

 

 

 

$

2.52

 

 

Percent Increase

 

 

4.0

%

 

 

 

 

 

 

6.3

%

 

 

 

 

 

 

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 $3.7 million and $19.7 million for the three months ended June 30, 2007 and 2006, respectively, and $11.3 million and $26.3 million for the six months ended June 30, 2007 and 2006, respectively.

(3)          Includes the Company’s share of straight-line adjustments to minimum rent of $5.6 million and $1.5 million for the three months ended June 30, 2007 and 2006, respectively and $10.7 million and $5.3 million for the six months ended June 30, 2007 and 2006, respectively.

(4)          Includes the Company’s share of the fair market value of leases from acquisitions of $12.3 million and $17.8 million for the three months ended June 30, 2007 and 2006, respectively, and $26.2 million and $35.2 million for the six months ended June 20, 2007 and 2006, respectively.

(5)          Includes the Company’s share of debt premium amortization of $15.0 million and $6.7 million for the three months ended June 30, 2007 and 2006, respectively, and $22.0 million and $13.4 million for the six months ended June 30, 2007 and 2006, respectively.

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

73