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| Shelly Doran | 317.685.7330 Investors | |
| Les Morris | 317.263.7711 Media |
FOR IMMEDIATE RELEASE
SIMON PROPERTY GROUP ANNOUNCES FIRST QUARTER RESULTS
Indianapolis, IndianaMay 1, 2009...Simon Property Group, Inc. (the "Company" or "Simon") (NYSE:SPG) today announced results for the quarter ended March 31, 2009:
| |
As of March 31, 2009 |
As of March 31, 2008 |
|||||
|---|---|---|---|---|---|---|---|
| Occupancy | |||||||
| Regional Malls(2) | 90.8 | % | 91.7 | % | |||
| Premium Outlet Centers®(3) | 96.9 | % | 97.9 | % | |||
| Comparable Sales per Sq. Ft. | |||||||
| Regional Malls(4) | $ | 455 | $ | 491 | |||
| Premium Outlet Centers(3) | $ | 507 | $ | 511 | |||
| Average Rent per Sq. Ft. | |||||||
| Regional Malls(2) | $ | 40.29 | $ | 37.73 | |||
| Premium Outlet Centers(3) | $ | 29.21 | $ | 26.32 | |||
"The first quarter of 2009 was very positive for our Company. We delivered excellent growth in profits, a testament to the stable performance of franchise retail assets within our regional mall, Premium Outlet and Mills platforms," said David Simon, Chairman and Chief Executive Officer. "We
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also strengthened our balance sheet, one of the strongest in the industry, by raising over $1.6 billion of capital. These continue to be uncertain economic times, but I am very pleased with our performance."
After a thorough review, the Company's Board of Directors has decided that the annual common stock dividend will be reduced to the minimum amount required to distribute 100% of its taxable income. This amount is currently estimated to be approximately $2.70 per share in 2009. On March 18, 2009, the Company paid a dividend of $0.90 per share and expects to pay three quarterly dividends of $0.60 per share for the remainder of 2009.
Accordingly, the Company announced today that the Board of Directors approved the declaration of a quarterly common stock dividend of $0.60 per share, consisting of a combination of cash and shares of the Company's common stock. The Company intends that the cash component of the dividend will not exceed 20% in the aggregate, or $0.12 per share. The cash component of the dividend was increased by $0.03 per share from the first quarter dividend. The dividend is payable on June 19, 2009 to stockholders of record on May 14, 2009.
In accordance with the provisions of IRS Revenue Procedure 2008-68, stockholders may elect to receive payment of the dividend all in cash or all in common shares. To the extent that more than 20% of cash is elected, the cash portion will be prorated. Stockholders who elect to receive the dividend in cash will receive a cash payment of at least $0.12 per share. Stockholders who do not make an election will receive this dividend 20% in cash and 80% in common stock.
The Company expects the dividend to be a taxable dividend to its stockholders, without regard to whether a particular stockholder receives the dividend in the form of cash or shares, and reserves the right to pay the dividend entirely in cash.
The number of shares issued as a result of the dividend will be calculated based on the volume weighted average trading prices of the Company's common stock on June 10, June 11 and June 12, 2009.
An information letter and election form will be mailed to stockholders of record promptly after May 14, 2009. The properly completed election form to receive cash or common shares must be received by the Company's transfer agent prior to 5:00 p.m. Eastern Daylight Time on June 9, 2009. Registered stockholders with questions regarding the dividend election may call BNY Mellon Shareowner Services, the Company's transfer agent, at (800) 454-9768. If your shares are held through a bank, broker or nominee, and you have questions regarding the dividend election please contact such bank, broker or nominee, who will also be responsible for distributing to you the letter and election form and submitting the election form on your behalf.
Today the Company also declared dividends on its two outstanding public issues of preferred stock:
During the first quarter of 2009, the following transactions were completed:
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2019. Total proceeds of $1.2 billion were used to reduce borrowings on the Company's corporate credit facility.
As of March 31, 2009, the Company had approximately $1.1 billion of cash on hand, including its share of joint venture cash, and approximately $3.0 billion of available capacity on its revolving credit facility.
U.S. New Development and Redevelopment Activity
On April 23rd, the Company opened The Promenade at Camarillo Premium Outlets® in Camarillo, California. The 220,000 square-foot expansion brings the property to a total of 674,000 square feet of gross leasable area and 160 stores. New stores at The Promenade include Neiman Marcus Last Call, Aldo, Charlotte Russe, Columbia Sportswear Company, Converse, Crocs, DC Shoes, Ecco, Esprit, Etnies:exs, Journeys, Karen Kane, Le Creuset, Loft Outlet, Michael Brandon, New Balance, Papaya, Rack Room Shoes, Robert Wayne Footwear, Tommy Bahama, Vans, and Zumiez.
The Company continues construction on the following development projects:
Construction continues on the following international development projects:
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The Company adjusted its guidance for 2009 today, estimating that diluted FFO will be within a range of $6.05 to $6.20 per share for the year, and that diluted net income will be within a range of $1.45 to $1.60 per share. The revision is principally the result of the estimated impact of the March 2009 common stock and unsecured debt offerings, which were not contemplated in original guidance provided in January of 2009.
This guidance is a forward-looking statement and is subject to the risks and other factors described elsewhere in this release.
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, 2009
| |
Low End | High End | |||||
|---|---|---|---|---|---|---|---|
Estimated diluted net income available to common stockholders per share |
$ | 1.45 | $ | 1.60 | |||
Depreciation and amortization including our share of joint ventures |
4.69 | 4.69 | |||||
Impact of additional dilutive securities |
(0.09 | ) | (0.09 | ) | |||
Estimated diluted FFO per share |
$ | 6.05 | $ | 6.20 | |||
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 (New York time) today, May 1, 2009. 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 and Financial Statements
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.
The Company's financial statements have been adjusted to reflect the retrospective adoption of Statement of Financial Accounting Standard No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment to ARB 51 ("FAS 160") which became effective for us on January 1, 2009. The financial statements also reflect certain reclassifications related to the applicability of EITF Topic D-98, Classification and Measurement of Redeemable Securities ("D-98"). The adoption of FAS 160 and the Company's concurrent review of the application of D-98 resulted in the reclassification of noncontrolling interests within the equity section of our consolidated balance sheets, and the classification outside of permanent equity for any redeemable securities not meeting the requirements for permanent equity. The adoption of FAS 160 also resulted in the reclassifications of noncontrolling
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interests in the consolidated statement of operations. None of these reclassifications had any effect on our net income attributable to common stockholders or per share amounts previously reported.
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, uncertainties and other factors. Such factors include, but are not limited to: the Company's ability to meet debt service requirements, the availability and terms 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, expansion, leasing and management 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, terrorist activities, changes in economic and market conditions and maintenance of our status as a real estate investment trust. 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. 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.
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").
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 386 properties comprising 262 million square feet of gross leasable area in North America, Europe and Asia. The Company is headquartered in Indianapolis, Indiana and employs more than 5,000 people worldwide. Simon Property Group, Inc. is publicly traded on the NYSE under the symbol SPG. For further information, visit the Company's website at www.simon.com.
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SIMON
Consolidated Statements of Operations
Unaudited
(In thousands)
| |
For the Three Months Ended March 31, |
|||||||
|---|---|---|---|---|---|---|---|---|
| |
2009 | 2008 | ||||||
REVENUE: |
||||||||
Minimum rent |
$ | 571,414 | $ | 550,682 | ||||
Overage rent |
12,500 | 16,651 | ||||||
Tenant reimbursements |
258,762 | 250,248 | ||||||
Management fees and other revenues |
30,651 | 33,020 | ||||||
Other income |
45,165 | 44,697 | ||||||
Total revenue |
918,492 | 895,298 | ||||||
EXPENSES: |
||||||||
Property operating |
106,147 | 112,761 | ||||||
Depreciation and amortization |
256,337 | 228,043 | ||||||
Real estate taxes |
88,243 | 84,520 | ||||||
Repairs and maintenance |
22,588 | 29,021 | ||||||
Advertising and promotion |
18,506 | 19,373 | ||||||
Provision for credit losses |
13,015 | 6,582 | ||||||
Home and regional office costs |
26,163 | 39,600 | ||||||
General and administrative |
4,048 | 5,302 | ||||||
Other |
19,229 | 18,321 | ||||||
Total operating expenses |
554,276 | 543,523 | ||||||
OPERATING INCOME |
364,216 |
351,775 |
||||||
Interest expense |
(226,036 | ) | (229,917 | ) | ||||
Income tax benefit of taxable REIT subsidiaries |
2,523 | 23 | ||||||
Income from unconsolidated entities |
5,545 | 7,141 | ||||||
CONSOLIDATED NET INCOME |
146,248 | 129,022 | ||||||
Net income attributable to noncontrolling interests |
32,951 | 29,738 | ||||||
Preferred dividends |
6,529 | 11,351 | ||||||
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS |
$ | 106,768 | $ | 87,933 | ||||
Basic Earnings Per Common Share: |
||||||||
Net income attributable to common stockholders |
$ | 0.45 | $ | 0.39 | ||||
Percentage Change |
15.4% | |||||||
Diluted Earnings Per Common Share: |
||||||||
Net income attributable to common stockholders |
$ | 0.45 | $ | 0.39 | ||||
Percentage Change |
15.4% | |||||||
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SIMON
Consolidated Balance Sheets
Unaudited
(In thousands, except as noted)
| |
March 31, 2009 |
December 31, 2008 |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
ASSETS: |
||||||||||
Investment properties, at cost |
$ | 25,250,451 | $ | 25,205,715 | ||||||
Lessaccumulated depreciation |
6,374,145 | 6,184,285 | ||||||||
|
18,876,306 | 19,021,430 | ||||||||
Cash and cash equivalents |
898,328 | 773,544 | ||||||||
Tenant receivables and accrued revenue, net |
364,095 | 414,856 | ||||||||
Investment in unconsolidated entities, at equity |
1,573,350 | 1,663,886 | ||||||||
Deferred costs and other assets |
1,039,409 | 1,028,333 | ||||||||
Note receivable from related party |
536,000 | 520,700 | ||||||||
Total assets |
$ | 23,287,488 | $ | 23,422,749 | ||||||
LIABILITIES: |
||||||||||
Mortgages and other indebtedness |
$ | 17,385,047 | $ | 18,042,532 | ||||||
Accounts payable, accrued expenses, intangibles, and deferred revenues |
981,905 | 1,086,248 | ||||||||
Cash distributions and losses in partnerships and joint ventures, at equity |
406,155 | 380,730 | ||||||||
Other liabilities and accrued dividends |
183,720 | 155,151 | ||||||||
Total liabilities |
18,956,827 | 19,664,661 | ||||||||
Commitments and contingencies |
||||||||||
Limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties |
276,441 | 276,608 | ||||||||
Series I 6% convertible perpetual preferred stock, 19,000,000 shares authorized, 7,593,604 and 7,590,264 issued and outstanding, respectively, at liquidation value |
379,680 | 379,513 | ||||||||
EQUITY: |
||||||||||
Stockholders' equity: |
||||||||||
Capital stock (750,000,000 total shares authorized, $.0001 par value, 237,996,000 shares of excess common stock 100,000,000 authorized shares of preferred stock): |
||||||||||
Series J 83/8% cumulative redeemable preferred stock, 1,000,000 shares authorized, 796,948 issued and outstanding, with a liquidation value of $39,847 |
45,950 | 46,032 | ||||||||
Common stock, $.0001 par value, 400,004,000 shares authorized, 259,339,963 and 235,691,040 issued and outstanding, respectively |
46 | 24 | ||||||||
Class B common stock, $.0001 par value, 12,000,000 shares authorized, 8,000 issued and outstanding |
| | ||||||||
Capital in excess of par value |
6,106,116 | 5,410,147 | ||||||||
Accumulated deficit |
(2,602,752 | ) | (2,491,929 | ) | ||||||
Accumulated other comprehensive loss |
(218,479 | ) | (165,066 | ) | ||||||
Common stock held in treasury at cost, 4,129,890 and 4,379,396 shares, respectively |
(177,615 | ) | (186,210 | ) | ||||||
Total stockholders' equity |
3,153,266 | 2,612,998 | ||||||||
Noncontrolling interests |
521,274 | 488,969 | ||||||||
Total equity |
3,674,540 | 3,101,967 | ||||||||
Total liabilities and equity |
$ | 23,287,488 | $ | 23,422,749 | ||||||
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SIMON
Joint Venture Statements of Operations
Unaudited
(In thousands)
| |
For the Three Months Ended March 31, |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| |
2009 | 2008 | |||||||
Revenue: |
|||||||||
Minimum rent |
$ | 466,677 | $ | 470,063 | |||||
Overage rent |
20,579 | 18,716 | |||||||
Tenant reimbursements |
237,442 | 228,745 | |||||||
Other income |
38,244 | 46,091 | |||||||
Total revenue |
762,942 | 763,615 | |||||||
Operating Expenses: |
|||||||||
Property operating |
148,940 | 152,924 | |||||||
Depreciation and amortization |
187,463 | 171,699 | |||||||
Real estate taxes |
69,389 | 65,744 | |||||||
Repairs and maintenance |
25,723 | 30,338 | |||||||
Advertising and promotion |
14,295 | 14,296 | |||||||
Provision for credit losses |
10,427 | 5,033 | |||||||
Other |
36,315 | 37,977 | |||||||
Total operating expenses |
492,552 | 478,011 | |||||||
Operating Income |
270,390 | 285,604 | |||||||
Interest expense |
(219,151 |
) |
(248,873 |
) |
|||||
(Loss) income from unconsolidated entities |
(768 | ) | 21 | ||||||
Income from Continuing Operations |
50,471 | 36,752 | |||||||
Income from discontinued joint venture interests(A) |
| 47 | |||||||
Net Income |
$ | 50,471 | $ | 36,799 | |||||
Third-Party Investors' Share of Net Income |
$ | 31,179 | $ | 18,651 | |||||
Our Share of Net Income |
19,292 | 18,148 | |||||||
Amortization of Excess Investment |
(13,747 | ) | (11,007 | ) | |||||
Income from Unconsolidated Entities, Net |
$ | 5,545 | $ | 7,141 | |||||
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SIMON
Joint Venture Balance Sheets
Unaudited
(In thousands)
| |
March 31, 2009 |
December 31, 2008 |
||||||
|---|---|---|---|---|---|---|---|---|
Assets: |
||||||||
Investment properties, at cost |
$ | 21,393,130 | $ | 21,472,490 | ||||
Lessaccumulated depreciation |
4,001,364 | 3,892,956 | ||||||
|
17,391,766 | 17,579,534 | ||||||
Cash and cash equivalents |
671,179 | 805,411 | ||||||
Tenant receivables and accrued revenue, net |
381,513 | 428,322 | ||||||
Investment in unconsolidated entities, at equity |
227,461 | 230,497 | ||||||
Deferred costs and other assets |
571,131 | 594,578 | ||||||
Total assets |
$ | 19,243,050 | $ | 19,638,342 | ||||
Liabilities and Partners' Equity: |
||||||||
Mortgages and other indebtedness |
$ | 16,514,708 | $ | 16,686,701 | ||||
Accounts payable, accrued expenses, intangibles and deferred revenue |
970,523 | 1,070,958 | ||||||
Other liabilities |
990,809 | 982,254 | ||||||
Total liabilities |
18,476,040 | 18,739,913 | ||||||
Preferred units |
67,450 | 67,450 | ||||||
Partners' equity |
699,560 | 830,979 | ||||||
Total liabilities and partners' equity |
$ | 19,243,050 | $ | 19,638,342 | ||||
Our Share of: |
||||||||
Total assets |
$ | 7,888,005 | $ | 8,056,873 | ||||
Partners' equity |
$ | 474,933 | $ | 533,929 | ||||
Add: Excess Investment(B) |
692,262 | 749,227 | ||||||
Our net Investment in Joint Ventures |
1,167,195 | 1,283,156 | ||||||
Mortgages and other indebtedness |
$ | 6,464,913 | $ | 6,632,419 | ||||
67
SIMON
Footnotes to Financial Statements
Unaudited
Notes:
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SIMON
Reconciliation of Consolidated Net Income to FFO(1)
Unaudited
(In thousands, except as noted)
| |
For the Three Months Ended March 31, |
|||||||
|---|---|---|---|---|---|---|---|---|
| |
2009 | 2008 | ||||||
Consolidated Net Income(2)(3)(4)(5) |
$ | 146,248 | $ | 129,022 | ||||
Adjustments to Consolidated Net Income to Arrive at FFO: |
||||||||
Depreciation and amortization from consolidated properties and discontinued operations |
252,913 | 225,056 | ||||||
Simon's share of depreciation and amortization from unconsolidated entities |
93,378 | 86,628 | ||||||
Net income attributable to noncontrolling interest holders in properties |
(3,039 | ) | (2,101 | ) | ||||
Depreciation and amortization attributable to noncontrolling interest holders in properties |
(1,962 | ) | (2,298 | ) | ||||
Preferred distributions and dividends |
(10,706 | ) | (16,255 | ) | ||||
FFO of the Operating Partnership |
$ | 476,832 | $ | 420,052 | ||||
Per Share Reconciliation: |
||||||||
Diluted net income attributable to common stockholders per share |
$ | 0.45 | $ | 0.39 | ||||
Adjustments to arrive at FFO: |
||||||||
Depreciation and amortization from consolidated properties and Simon's share of depreciation and amortization from unconsolidated entities, net of noncontrolling interests portion of depreciation and amortization |
1.18 | 1.10 | ||||||
Impact of additional dilutive securities for FFO per share |
(0.02 | ) | (0.03 | ) | ||||
Diluted FFO per share |
$ | 1.61 | $ | 1.46 | ||||
Details for per share calculations: |
||||||||
FFO of the Operating Partnership |
$ | 476,832 | $ | 420,052 | ||||
Adjustments for dilution calculation: |
||||||||
Impact of preferred stock and preferred unit conversions and option exercises(6) |
6,878 | 12,389 | ||||||
Diluted FFO of the Operating Partnership |
483,710 | 432,441 | ||||||
Diluted FFO allocable to unitholders |
(91,561 | ) | (84,600 | ) | ||||
Diluted FFO allocable to common stockholders |
$ | 392,149 | $ | 347,841 | ||||
Basic weighted average shares outstanding |
235,909 | 223,455 | ||||||
Adjustments for dilution calculation: |
||||||||
Effect of stock options |
220 | 617 | ||||||
Impact of Series C preferred unit conversion |
71 | 76 | ||||||
Impact of Series I preferred unit conversion |
1,223 | 2,246 | ||||||
Impact of Series I preferred stock conversion |
6,119 | 11,126 | ||||||
Diluted weighted average shares outstanding |
243,542 | 237,520 | ||||||
Weighted average limited partnership units outstanding |
56,863 | 57,769 | ||||||
Diluted weighted average shares and units outstanding |
300,405 | 295,289 | ||||||
Basic FFO per share |
$ | 1.63 | $ | 1.49 | ||||
Percent Increase |
9.4 | % | ||||||
Diluted FFO per share |
$ | 1.61 | $ | 1.46 | ||||
Percent Increase |
10.3 | % | ||||||
69
SIMON
Footnotes to Reconciliation of Net Income to FFO
Unaudited
Notes:
The Company determines FFO based upon the definition set forth by the National Association of Real Estate Investment Trusts ("NAREIT"). The Company determines FFO to be our share of 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 previously depreciated operating properties, 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 changes, or a gain or loss resulting from the sale of previously depreciated operating properties. We include in FFO gains and losses realized from the sale of land, outlot buildings, marketable and non-marketable securities, and investment holdings of non-retail real estate. However, you should understand that FFO does not represent cash flow from operation 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.
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