Simon Property Group Reports First Quarter Results and Announces Quarterly Dividend
As of As of As of March 31, 2010 March 31, 2009 December 31, 2009 -------------- -------------- ----------------- Occupancy(2) 92.2% 92.1% 93.4% Comparable Sales per Sq. Ft. (3) $467 $467 $452 Average Rent per Sq. Ft. (2) $38.72 $37.51 $38.47
(1) Combined information for the U.S. regional malls and Premium Outlets. Does not include information for community/lifestyle centers, properties owned by SPG-FCM (the Mills portfolio) or international properties
(2) Represents mall stores in regional malls and all owned gross leasable area in Premium Outlets
(3) Rolling 12 month comparable sales per square foot for mall stores less than 10,000 square feet in regional malls and all owned gross leasable area in Premium Outlets
Today the Company announced that the Board of Directors approved the declaration of a quarterly common stock dividend of $0.60 per share payable in cash. This dividend is payable on May 28, 2010 to stockholders of record on May 14, 2010.
The Company also declared the quarterly dividend on its 8 3/8% Series J Cumulative Redeemable Preferred (NYSE: SPGPrJ) Stock of $1.046875 per share, payable on June 30, 2010 to stockholders of record on June 16, 2010.
During the first quarter of 2010, the following capital market activities were completed:
* On January 12th, the Company launched an any and all cash tender offer for outstanding notes of its operating partnership subsidiary, Simon Property Group, L.P., or SPGLP, maturing in 2011, 2012 and the first quarter of 2013, which expired on January 20th. On the following day, the Company announced that approximately $2.285 billion of notes were tendered and accepted for purchase. These notes had a weighted average remaining duration of 2.0 years and a weighted average coupon of 5.76%. A $165.6 million charge to earnings and FFO was recorded in January of 2010 in connection with this transaction. * On January 19th, the Company announced the sale by SPGLP of $2.25 billion of senior unsecured notes in an underwritten public offering. Net proceeds from the offering were used to fund SPGLP's purchase of senior unsecured notes tendered in the tender offer launched on January 12th. The notes offering received exceptionally strong interest with book orders totaling $10 billion. The notes offering consisted of: * $400 million of 4.20% notes due 2015; priced at 99.78% of the principal amount to yield 4.25% to maturity * $1.25 billion of 5.65% notes due 2020; priced at 99.62% of the principal amount to yield 5.70% to maturity * $600 million of 6.75% notes due 2040; priced at 99.44% of the principal amount to yield 6.79% to maturity The weighted average duration of the notes offering is 14.4 years and the weighted average coupon is 5.69%.
On March 17, 2010, the Company announced that it would redeem all of the outstanding shares of its Series I 6% Convertible Perpetual Preferred Stock, or Series I Preferred Stock, and the SPGLP 6% Series I Convertible Perpetual Preferred Units, or Series I Preferred Units, on April 16, 2010. The redemption price was equal to the liquidation value per share plus accumulated and unpaid dividends through the redemption date or $50.4917 per share or unit. Holders had the right to convert their Series I Preferred Stock into the Company's common shares or Series I Preferred Units into units of SPGLP at a conversion ratio of 0.847495 through April 14, 2010.
As of April 14, 2010, substantially all of the holders of Series I Preferred Stock converted 7,871,276 shares of Series I Preferred Stock into 6,670,589 common shares, and all of the holders of Series I Preferred Units converted 1,017,480 preferred units into 862,292 common units. On April 16, 2010, the Company redeemed the remaining 219,879 shares of preferred stock for $11.1 million in cash.
During the first quarter, the Company paid off $300 million of senior unsecured notes that matured on March 18, 2010, and unencumbered University Park Mall in Mishawaka, Indiana and Mall of Georgia in Buford, Georgia by paying off $282 million of mortgages at maturity.
The Company's unsecured corporate credit facility provided an initial revolving borrowing capacity of $3.565 billion, with an accordion feature allowing borrowing capacity to increase to as much as $4.0 billion. Five banks have been added to the facility for an additional $280 million, increasing total borrowing capacity to $3.845 billion.
As of March 31, 2010, the Company had approximately $3.6 billion of cash on hand, including its share of joint venture cash, and an additional $3.2 billion of available capacity on SPGLP's corporate credit facility.
Four projects opened during the first quarter of 2010:
- A 600,000 square foot Phase II expansion of The Domain in Austin, Texas. The expansion includes Dillard's, Gold Class Cinemas, Dick's Sporting Goods (opened October 16, 2009), 136,000 square feet of small shops and restaurants, and 78,000 square feet of office space fully leased to Hanger Orthopedic for their corporate headquarters. The Company owns 100% of this project, which opened on February 22nd.
- Addition of Nordstrom, Target and 138,000 square feet of small shops at South Shore Plaza in Braintree (Boston), Massachusetts. Nordstrom and the small shops opened on March 26th, and Target is scheduled to open in October of 2010. The center is 100% owned by the Company.
- Argine (Naples, Italy). A 300,000 square foot shopping center anchored by Auchan opened on March 2nd. Simon owns a 24% interest in this project.
- Catania (Sicily, Italy). A 642,000 square foot shopping center anchored by Auchan opened on March 25th. Simon owns a 24% interest in this project.
The Company started construction on the following projects during the quarter:
- A 116,000 square foot expansion of Houston Premium Outlets in Cypress (Houston), Texas. The expansion will be anchored by Saks Fifth Avenue Off 5th and is scheduled to be completed in November of 2010. The Company owns 100% of this project.
- Paju Premium Outlets, a new 328,000 square foot upscale outlet center with approximately 160 shops, located north of Seoul, South Korea. This will be the Company's second Premium Outlet Center in South Korea. The center is expected to open in April of 2011. Simon owns a 50% interest in this project.
- A 62,000 square foot expansion of Toki Premium Outlets in Toki, Japan, expected to open in July of 2010. Simon owns a 40% interest in this project.
- A 54,000 square foot expansion of Tosu Premium Outlets in Fukuoka, Japan, expected to open in July of 2011. Simon owns a 40% interest in this project.
Today the Company increased the low-end of the guidance for 2010 provided on February 5, 2010, estimating that FFO as adjusted will be within a range of $5.77 to $5.87 per diluted share for the year ending December 31, 2010, and diluted net income will be within a range of $1.75 to $1.85 per share. FFO as adjusted excludes the impact of a $165.6 million loss on extinguishment of debt ($0.47 per diluted share) in the first quarter related to SPGLP's January tender offer. After giving effect to this charge, the Company expects 2010 FFO per diluted share to be within a range of $5.30 to $5.40.
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 and estimated diluted FFO per share to estimated diluted FFO as adjusted per share.
For the year ending December 31, 2010 ------------------------------------- Low High End End --- --- Estimated diluted net income available to common stockholders per share $1.75 $1.85 Depreciation and amortization including the Company's share of joint ventures 3.57 3.57 Impact of additional dilutive securities (0.02) (0.02) ----- ----- Estimated diluted FFO per share $5.30 $5.40 Charge in connection with January 2010 tender offer 0.47 0.47 ---- ---- Estimated diluted FFO as adjusted per share $5.77 $5.87 ===== =====
This guidance assumes completion of the acquisition of all of the outlet shopping center business of Prime Outlets Acquisition Company and certain of its affiliated entities in the second quarter of 2010, and excludes gains and losses from asset sales.
The Company will provide an online simulcast of its quarterly conference call at www.simon.com (Investors 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 Time (New York time) today, April 30, 2010. 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.
Supplemental Materials and Financial Statements
The Company will publish a supplemental information package which will be available at www.simon.com in the Investors 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.
We routinely post important information for investors on our website, www.simon.com, in the "Investors" section. We intend to use this website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investor Relations section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this document.
Non-GAAP Financial Measures
This press release includes operating performance measures that are not recognized by or have been adjusted from financial performance measures defined by accounting principles generally accepted in the United States ("GAAP"). Funds from operations ("FFO") is a key non-GAAP measure of the Company's operating performance. Unless the text of the press release expressly discloses the adjustments made to a GAAP measure resulting in a non-GAAP measure, reconciliations of these non-GAAP measures to the most directly comparable GAAP measures are included in this press release.
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, changes in value of investments in foreign entities, 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.
Simon Property Group, Inc. is an S&P 500 company and the largest real estate company in the U.S. The Company currently owns or has an interest in 381 retail real estate properties comprising 261 million square feet of gross leasable area in North America, Europe and Asia. Simon Property Group is headquartered in Indianapolis, Indiana and employs more than 5,000 people worldwide. The Company's common stock is publicly traded on the NYSE under the symbol SPG. For further information, visit the Simon Property Group website at www.simon.com.
SIMON Consolidated Statements of Operations Unaudited (In thousands) For the Three Months Ended March 31, 2010 2009 ---- ---- REVENUE: Minimum rent $571,610 $571,414 Overage rent 13,211 12,500 Tenant reimbursements 255,928 258,762 Management fees and other revenues 28,568 30,651 Other income 55,754 45,165 ------ ------ Total revenue 925,071 918,492 EXPENSES: Property operating 98,768 106,147 Depreciation and amortization 228,909 256,337 Real estate taxes 89,729 88,243 Repairs and maintenance 23,745 22,588 Advertising and promotion 18,836 18,506 (Recovery of) provision for credit losses (3,451) 13,015 Home and regional office costs 17,315 26,163 General and administrative 5,112 4,048 Transaction expenses 3,700 (A) - Other 15,492 19,229 ------ ------ Total operating expenses 498,155 554,276 OPERATING INCOME 426,916 364,216 Interest expense (263,959) (226,036) Loss on extinguishment of debt (165,625) - Income tax (expense) benefit of taxable REIT subsidiaries (202) 2,523 Income from unconsolidated entities 17,582 5,545 Gain on sale or disposal of assets 6,042 - ----- --- CONSOLIDATED NET INCOME 20,754 146,248 Net income attributable to noncontrolling interests 5,771 32,951 Preferred dividends 5,610 6,529 ----- ----- NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $9,373 $106,768 ====== ======== Basic Earnings Per Common Share: Net income attributable to common stockholders $0.03 $0.45 ===== ===== Percentage Change -93.3% Diluted Earnings Per Common Share: Net income attributable to common stockholders $0.03 $0.45 ===== ===== Percentage Change -93.3% SIMON Consolidated Balance Sheets Unaudited (In thousands, except as noted) March 31, December 31, 2010 2009 ---- ---- ASSETS: Investment properties, at cost $25,111,988 $25,336,189 Less - accumulated depreciation 7,026,845 7,004,534 --------- --------- 18,085,143 18,331,655 Cash and cash equivalents 3,326,642 3,957,718 Tenant receivables and accrued revenue, net 355,469 402,729 Investment in unconsolidated entities, at equity 1,418,987 1,468,577 Deferred costs and other assets 1,159,035 1,155,587 Note receivable from related party 632,000 632,000 ------- ------- Total assets $24,977,276 $25,948,266 =========== =========== LIABILITIES: Mortgages and other indebtedness $17,883,189 $18,630,302 Accounts payable, accrued expenses, intangibles, and deferred revenues 952,526 987,530 Cash distributions and losses in partnerships and joint ventures, at equity 469,453 457,754 Other liabilities and accrued dividends 182,488 159,345 ------- ------- Total liabilities 19,487,656 20,234,931 ---------- ---------- Commitments and contingencies Limited partners' preferred interest in the Operating Partnership and 123,859 125,815 noncontrolling redeemable interests in properties Series I 6% convertible perpetual preferred stock, 19,000,000 shares 224,234 404,558 authorized, 4,484,683 and 8,091,155 issued and outstanding, respectively, at liquidation value EQUITY: Stockholders' equity: Capital stock (850,000,000 total shares authorized, $.0001 par value, 238,000,000 shares of excess common stock, 100,000,000 authorized shares of preferred stock): Series J 8 3/8% cumulative redeemable preferred stock, 1,000,000 45,622 45,704 shares authorized, 796,948 issued and outstanding, with a liquidation value of $39,847 Common stock, $.0001 par value, 511,990,000 shares authorized, 29 29 293,080,911 and 289,866,711 issued and outstanding, respectively Class B common stock, $.0001 par value, 10,000 shares authorized, - - 8,000 issued and outstanding Capital in excess of par value 7,704,856 7,547,959 Accumulated deficit (3,119,320) (2,955,671) Accumulated other comprehensive loss (27,517) (3,088) Common stock held in treasury at cost, 4,013,037 and 4,126,440 shares, (167,250) (176,796) respectively -------- -------- Total stockholders' equity 4,436,420 4,458,137 Noncontrolling interests 705,107 724,825 ------- ------- Total equity 5,141,527 5,182,962 Total liabilities and equity $24,977,276 $25,948,266 SIMON Joint Venture Statements of Operations Unaudited (In thousands) For the Three Months Ended March 31, 2010 2009 ---- ---- Revenue: Minimum rent $493,814 $466,677 Overage rent 31,178 20,579 Tenant reimbursements 234,576 237,442 Other income 46,040 38,244 ------ ------ Total revenue 805,608 762,942 Operating Expenses: Property operating 154,461 148,940 Depreciation and amortization 199,037 187,463 Real estate taxes 70,113 69,389 Repairs and maintenance 27,709 25,723 Advertising and promotion 16,610 14,295 Provision for credit losses 874 10,427 Other 45,089 36,315 ------ ------ Total operating expenses 513,893 492,552 ------- Operating Income 291,715 270,390 Interest expense (217,163) (219,151) Loss from unconsolidated entities (439) (768) ---- ---- Net Income $74,113 $50,471 ======= ======= Third-Party Investors' Share of Net Income $45,036 $31,179 ------- ------- Our Share of Net Income 29,077 19,292 Amortization of Excess Investment (11,495) (13,747) ------- Income from Unconsolidated Entities, Net $17,582 $5,545 SIMON Joint Venture Balance Sheets Unaudited (In thousands) March 31, December 31, 2010 2009 ---- ---- Assets: Investment properties, at cost $21,465,829 $21,555,729 Less - accumulated depreciation 4,696,319 4,580,679 --------- --------- 16,769,510 16,975,050 Cash and cash equivalents 709,288 771,045 Tenant receivables and accrued revenue, net 333,366 364,968 Investment in unconsolidated entities, at equity 225,025 235,173 Deferred costs and other assets 487,179 477,223 ------- ------- Total assets $18,524,368 $18,823,459 =========== =========== Liabilities and Partners' Equity: Mortgages and other indebtedness $16,441,332 $16,549,276 Accounts payable, accrued expenses, intangibles and deferred revenue 762,940 834,668 Other liabilities 924,990 920,596 ------- ------- Total liabilities 18,129,262 18,304,540 Preferred units 67,450 67,450 Partners' equity 327,656 451,469 ------- ------- Total liabilities and partners' equity $18,524,368 $18,823,459 =========== =========== Our Share of: Partners' equity $313,906 $316,800 Add: Excess Investment (B) 635,628 694,023 ------- ------- Our net Investment in Joint Ventures $949,534 $1,010,823 SIMON Footnotes to Financial Statements Unaudited Notes: In accordance with ASC 805, acquisition-related costs are required to be expensed as incurred for transactions entered (A) into after January 1, 2009. 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 (B) entities. SIMON Reconciliation of Consolidated Net Income to FFO (1) Unaudited (In thousands, except as noted) For the Three Months Ended March 31, 2010 2009 ---- ---- Consolidated Net Income(2)(3)(4)(5) $20,754 $146,248 Adjustments to Consolidated Net Income to Arrive at FFO: Depreciation and amortization from consolidated properties 225,430 252,913 Simon's share of depreciation and amortization from unconsolidated entities 96,879 93,378 Gain on sale or disposal of assets (6,042) - Net income attributable to noncontrolling interest holders in properties (2,663) (3,039) Noncontrolling interests portion of depreciation and amortization (1,972) (1,962) Preferred distributions and dividends (6,828) (10,706) ------ ------- FFO of the Operating Partnership 325,558 476,832 Loss on Debt Extinguishment 165,625 - ------- --- FFO as adjusted of the Operating Partnership $491,183 $476,832 ======== ======== Per Share Reconciliation: ------------------------- Diluted net income attributable to common stockholders per share $0.03 $0.45 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 0.94 1.18 Gain on sale or disposal of assets (0.02) - Impact of additional dilutive securities for FFO per share (0.01) (0.02) ----- ----- Diluted FFO per share $0.94 $1.61 Loss on Debt Extinguishment 0.47 - ---- --- Diluted FFO as adjusted per share $1.41 $1.61 ===== ===== Details for per share calculations: ----------------------------------- FFO of the Operating Partnership $325,558 $476,832 Adjustments for dilution calculation: Impact of preferred stock and preferred unit conversions and option exercises (6) 5,514 6,878 ----- ----- Diluted FFO of the Operating Partnership 331,072 483,710 Diluted FFO allocable to unitholders (54,327) (91,561) ------- ------- Diluted FFO allocable to common stockholders $276,745 $392,149 ======== ======== Basic weighted average shares outstanding 286,125 235,909 Adjustments for dilution calculation: Effect of stock options 314 220 Impact of Series C preferred unit conversion - 71 Impact of Series I preferred unit conversion 861 1,223 Impact of Series I preferred stock conversion 6,617 6,119 ----- ----- Diluted weighted average shares outstanding 293,917 243,542 Weighted average limited partnership units outstanding 57,698 56,863 Diluted weighted average shares and units outstanding 351,615 300,405 ======= ======= Basic FFO per share $0.95 $1.63 Percent Change -41.7% Diluted FFO per share $0.94 $1.61 Percent Change -41.6% Diluted FFO as adjusted per share $1.41 $1.61 Percent Change -12.4% SIMON Footnotes to Reconciliation of Consolidated 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. 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 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 $1.7 million and $0.2 million for the three months ended March 31, 2010 and 2009, respectively. (3) Includes the Company's share of straight-line adjustments to minimum rent of $4.5 million and $10.5 million for the three months ended March 31, 2010 and 2009, respectively. (4) Includes the Company's share of the amortization of fair market value of leases from acquisitions of $4.9 million and $6.9 million for the three months ended March 31, 2010 and 2009, respectively. (5) Includes the Company's share of debt premium amortization of $3.7 million and $3.8 million for the three months ended March 31, 2010 and 2009, respectively. (6) Includes dividends and distributions of Series I preferred stock and Series C and Series I preferred units. All outstanding Series C preferred units were redeemed in August 2009 and all outstanding shares of Series I preferred stock and Series I preferred units were redeemed on April 16, 2010.
SOURCE Simon Property Group, Inc.