Simon Property Group Announces Strong Fourth Quarter Results and Declares 8.6% Increase in Common Stock Dividend

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    INDIANAPOLIS, Feb. 6 - Simon Property Group, Inc. (the "Company" or "Simon") (NYSE: SPG) today announced results for the quarter and twelve months ended December 31, 2005:

    * Diluted funds from operations ("FFO") of the Simon portfolio for the quarter increased 9.0% to $433.2 million from $397.6 million in 2004. On a per share basis the increase was 8.1% to $1.47 from $1.36 in the fourth quarter of 2004. Diluted FFO of the Simon portfolio for the twelve months increased 22.5% to $1.468 billion from $1.198 billion in 2004. On a per share basis the increase was 13.0% to $4.96 per share from $4.39 per share in 2004.

    * Net income available to common stockholders for the quarter increased 7.7% to $115.7 million from $107.4 million in 2004. On a diluted per share basis the increase was 6.1% to $0.52 from $0.49 in the fourth quarter of 2004. Net income available to common stockholders for the twelve months increased 33.7% to $401.9 million from $300.6 million in 2004. On a diluted per share basis the increase was 26.4% to $1.82 per share from $1.44 per share in 2004.

    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. A reconciliation of GAAP reported net income to FFO is provided in the financial statement section of this press release.

    The Company's core fundamentals within its three domestic business platforms continue to demonstrate strength as evidenced by reported operating metrics:

     As of As of

     December 31, 2005 December 31, 2004 Change

     Occupancy

     Regional Malls(1) 93.1% 92.7% 40 basis point increase

     Premium Outlet(R)

     Centers(2) 99.6% 99.3% 30 basis point increase

     Community/Lifestyle

     Centers(2) 91.6% 91.9% 30 basis point decrease

     Comparable Sales

     per Sq. Ft.

     Regional Malls(3) $450 $427 5.4% increase

     Premium Outlet(R)

     Centers(2) $444 $412 7.8% increase

     Community/Lifestyle

     Centers(2) $220 $215 2.3% increase

     Average Rent per Sq. Ft.

     Regional Malls(1) $34.49 $33.50 3.0% increase

     Premium Outlet(R)

     Centers(2) $23.16 $21.85 6.0% increase

     Community/Lifestyle

     Centers(2) $11.41 $10.91 4.6% 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.

    "We are pleased to report another quarter of strong financial and operational results, as well as the completion of several activities that position us well for 2006," said David Simon, Chief Executive Officer. "During the fourth quarter of 2005 we opened one new development project, entered into a land development joint venture, acquired interests in two regional malls, sold twelve non-core retail real estate assets, issued $1.1 billion of unsecured notes at attractive coupons, and expanded and extended our corporate credit facility on more favorable terms. In addition, our development program continues to proceed with six projects under construction. We are also pleased to announce today an 8.6 % increase in our common stock dividend."

    Dividends

    Today the Company announced a quarterly common stock dividend of $0.76 per share, an increase of 8.6%. This dividend will be paid on February 28, 2006 to stockholders of record on February 17, 2006.

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

    * 8.75% Series F Cumulative Redeemable Preferred (NYSE:SPGPrF) dividend of $0.546875 per share is payable on March 31, 2006 to stockholders of record on March 17, 2006.

    * 7.89% Series G Cumulative Preferred (NYSE:SPGPrG) dividend of $0.98625 per share is payable on March 31, 2006 to stockholders of record on March 17, 2006.

    * 6% Series I Convertible Perpetual Preferred (NYSE:SPGPrI) dividend of $0.75 per share is payable on February 28, 2006 to stockholders of record on February 17, 2006.

    * 8 3/8% Series J Cumulative Redeemable Preferred (NYSE:SPGPrJ) dividend of $1.046875 per share is payable on March 31, 2006 to stockholders of record on March 17, 2006.

    U.S. Development Activity

    On October 7, 2005, the Company opened Firewheel Town Center, a 785,000 square foot open-air regional shopping center located 15 miles northeast of downtown Dallas in Garland, Texas. Firewheel features Foley's, Dillard's, Barnes & Noble, Circuit City, Linens 'n Things, Old Navy, DSW and Pier One Imports. An 18-screen AMC Theater opened in December of 2005. Restaurants complementing the retail offerings include T.G.I. Friday's, Rice Boxx Asian Cafe, San Francisco Oven, and Fish City Grill. The center offers attractive streetscape amenities and a compelling mixture of retail, office and entertainment uses. The Company owns 100% of the project. Gross costs for Firewheel were approximately $132 million.

    The Company continues construction on:

    * Coconut Point - a 1.2 million square foot open-air shopping complex with village and community center components in Estero/Bonita Springs (Naples- Ft. Myers corridor), Florida. The community center component is expected to open in April 2006, followed by the remainder of the project in November 2006.

    * Round Rock Premium Outlets(R) - a 433,000 square foot upscale outlet center in Round Rock (Austin), Texas. The project is scheduled to open in August 2006.

    * Rio Grande Valley Premium Outlets(R) - a 404,000 square foot upscale outlet center in Mercedes, Texas. The project is scheduled to open in November 2006.

    * The Village at SouthPark - a mixed-use project comprised of residential and retail components located adjacent to Simon's highly successful SouthPark Mall in Charlotte, North Carolina. Crate & Barrel is scheduled to open in November of 2006, followed by other retail in March of 2007 and the residential component in May 2007.

    * The Domain - a 700,000 square foot open-air center in Austin, Texas, anchored by Neiman Marcus and Macy's which also includes office and residential components. The Domain is scheduled to open in March 2007.

    * The Shops at Arbor Walk - a 460,000 square foot community center in Austin, Texas. The project is scheduled to open in March 2007.

    International Activity

    On October 21, 2005, the Company announced that Ivanhoe Cambridge Inc. acquired an ownership interest in European Retail Enterprises ("ERE"), a European joint venture in which Simon has an interest. ERE owns Groupe B.E.G., a Paris-based developer, owner and manager of retail properties with over 40 years of experience in France, Italy, Poland, Portugal, Spain and Turkey.

    Ivanhoe Cambridge is a recognized leader in the Canadian real estate industry. It is one of Canada's pre-eminent property owners, managers, developers and investors, and its focus is on high-quality shopping centers located in urban areas. Ivanhoe Cambridge is a principal real estate subsidiary of the Caisse de depot et placement du Quebec, the leading institutional fund manager in Canada.

    Ivanhoe Cambridge acquired the 39.5% interest in ERE previously held by another institutional investor. Simon currently owns a 34.7% interest in ERE, with the remaining interest owned by founders of Groupe B.E.G. In the first quarter of 2006, Simon and Ivanhoe Cambridge expect to execute a series of transactions to purchase additional interests from the company's founders that will result in Simon and Ivanhoe each owning 50% of ERE.

    Construction is underway on four development projects in Italy, partially owned by Gallerie Commerciali Italia, the Italian joint venture in which the Company owns a 49% interest. Construction has also commenced on a new development project in Gliwice, Poland, owned by our ERE joint venture.

    Acquisitions

    On November 18, 2005, the Company and Pennsylvania Real Estate Investment Trust ("PREIT") announced the acquisition of Springfield Mall in Springfield, Pennsylvania (a 590,000 square foot regional mall located approximately 10 miles southwest of Philadelphia) for approximately $103.5 million. PREIT and an affiliate of Kravco Simon Investments, L.P. each own a 50% interest in the property. The mall is currently anchored by Macy's and Strawbridge's and has more than 70 in-line tenants.

    On November 22, 2005, the Company announced its acquisition of a 50% interest in Coddingtown Mall for $37 million, including the assumption of approximately $10.5 million of existing mortgage debt. Coddingtown Mall is an 827,000 square foot center located in Santa Rosa, California, approximately 1.5 miles from Simon's Santa Rosa Plaza. The mall is anchored by JCPenney, Macy's, and Gottschalk's.

    Dispositions

    During the fourth quarter of 2005, the Company continued its program to divest non-core assets with the disposition of 13 properties:

    * Cheltenham Square - a regional mall in Philadelphia, Pennsylvania

    * Southgate Mall - a regional mall in Yuma, Arizona

    * Eastland Mall - a regional mall in Tulsa, Oklahoma

    * Biltmore Square - a regional mall in Asheville, North Carolina

    * Eight outlet centers - small, non-Premium Outlet centers located in tertiary markets

    * The Forum Entertainment Center in Montreal, Canada

    These dispositions generated net proceeds to the Company of $105.1 million and a net gain for the Company of $8.2 million.

    Financing Activity

    On November 15, 2005, the Company announced the closing of a private offering of $1.1 billion of senior notes by its subsidiary Operating Partnership, Simon Property Group, L.P. The offering consisted of $500 million of 5.375% notes due 2011 and $600 million of 5.750% notes due 2015. The notes were offered in a private placement within the United States to qualified institutional buyers pursuant to Rule 144A and outside the United States in accordance with Regulation S under the Securities Act of 1933, as amended. The Operating Partnership used the proceeds to reduce the outstanding balances of existing credit facilities. The Operating Partnership is required to use its best efforts to make an offer to exchange these notes for registered notes with the same economic terms by the end of April 2006. The Operating Partnership also settled certain forward-hedging instruments concurrently with the pricing of this issue. If the proceeds of the settlement to the Operating Partnership were applied to the notes, the effective yield of the 2011 notes would be reduced to 5.37%, 5.65% for the 2015 notes, and 5.52% on a blended basis over the eight-year weighted average maturity.

    On December 15, 2005, the Company announced that it had entered into a new unsecured corporate credit facility which increased the Company's revolving borrowing capacity from $2.0 to $3.0 billion. The facility, which can be increased to $3.5 billion during its term, will mature in January of 2010 and contains a one-year extension at the Company's option. The base interest rate on the Company's new facility is LIBOR plus 42.5 basis points, 12.5 basis points lower than the previous credit facility, with the ability to hold auctions and obtain lower pricing for short-term borrowings of up to $1.5 billion. The facility also includes a $750 million multi-currency tranche for Euro, Yen or Sterling borrowings.

    2006 Guidance

    The Company expects diluted FFO to be within a range of $5.20 to $5.32 per share for the year ending December 31, 2006, and diluted net income to be within a range of $1.71 to $1.83 per share.

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

     For the twelve months ended December 31, 2006

     Low High

     End End

     Estimated diluted net income per share $1.71 $1.83

     Depreciation and amortization including our share

     of joint ventures 3.57 3.57

     Impact of additional dilutive securities (0.08) (0.08)

     Estimated diluted FFO per share $5.20 $5.32

    Forward-Looking Statements

    Estimates of future net income and FFO per share, and other statements regarding future developments and operations, are forward-looking statements within the meaning of the federal securities laws. Forward-looking statements often contain words such as "estimated," "expects," "anticipates," "intends," "plans," "believes," "seeks," or "will." Actual results may differ materially from those indicated by forward-looking statements due to a variety of risks and uncertainties. Those risks and uncertainties include, but are not limited to, international, national, regional and local economic climates, competitive market forces, changes in market rental rates, trends in the retail industry, the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, risks associated with acquisitions, the impact of terrorist activities, environmental liabilities, pending litigation, maintenance of REIT status, changes in applicable laws, rules and regulations, changes in market rates of interest and fluctuations in exchange rates of foreign currencies. The reader is directed to the Company's various filings with the Securities and Exchange Commission for a discussion of such risks and uncertainties. The Company undertakes no obligation to publicly update or revise any forward- looking statements whether as a result of new information, future events or otherwise.

    Conference Call

    The Company will provide an online simulcast of its quarterly conference call at http://www.simon.com (About Simon section), http://www.earnings.com , and http://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 3:00 p.m. Eastern Standard Time today, February 6, 2006. An online replay will be available for approximately 90 days at http://www.simon.com , http://www.earnings.com , and http://www.streetevents.com .

    Supplemental Materials

    The Company will publish a supplemental information package which will be available at http://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.

    About Simon

    Simon Property Group, Inc., 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(R) centers and community/lifestyle centers. The Company's current total market capitalization is approximately $42 billion. Through its subsidiary partnership, it currently owns or has an interest in 286 properties in the United States containing an aggregate of 200 million square feet of gross leasable area in 39 states plus Puerto Rico. Simon also owns interests in 51 European shopping centers in France, Italy, and Poland; 5 Premium Outlet(R) centers in Japan; and one Premium Outlet(R) center in Mexico. Additional Simon Property Group information is available at http://www.simon.com .

     SIMON

     Consolidated Statements of Operations

     Unaudited

     (In thousands)

     For the Three Months Ended For the Twelve Months Ended

     December 31, December 31,

     2005 2004 2005 2004

    REVENUE:

    Minimum rent $531,196 $484,050 $1,937,657 $1,541,281

    Overage rent 39,260 36,653 85,536 66,385

    Tenant reimbursements 247,975 220,303 896,901 748,262

    Management fees and

     other revenues 20,835 18,402 77,766 72,737

    Other income 50,524 61,969 168,993 156,414

     Total revenue 889,790 821,377 3,166,853 2,585,079

    EXPENSES:

    Property operating 105,749 97,955 421,576 355,719

    Depreciation and

     amortization 232,097 190,656 849,911 607,071

    Real estate taxes 73,938 69,135 291,113 244,941

    Repairs and

     maintenance 30,239 23,951 105,489 89,297

    Advertising and

     promotion 34,641 31,916 92,377 68,775

    Provision for credit

     losses 4,796 7,287 8,127 17,010

    Home and regional

     office costs 32,314 29,367 117,374 91,178

    General and

     administrative 4,462 6,143 17,701 16,776

    Other 23,387 15,861 57,762 39,469

     Total operating

     expenses 541,623 472,271 1,961,430 1,530,236

    OPERATING INCOME 348,167 349,106 1,205,423 1,054,843

    Interest expense 204,956 188,005 799,092 653,798

    Income before

     minority interest 143,211 161,101 406,331 401,045

    Minority interest (5,009) (2,797) (13,743) (9,687)

    Income tax expense of

     taxable REIT

     subsidiaries (5,013) (932) (16,229) (11,770)

    Income before

     unconsolidated

     entities 133,189 157,372 376,359 379,588

    Income from

     unconsolidated

     entities 30,762 20,304 81,807 81,113

    Loss on sales of

     interests in

     unconsolidated

     entities, net (13,390) -- (838) (760)

    Income from continuing

     operations 150,561 177,676 457,328 459,941

    Results of operations

     from discontinued

     operations 132 (14,764) 8,242 (9,829)

    Gain (loss) on

     disposal or sale

     of discontinued

     operations, net 21,560 (37) 146,945 (252)

    Income before

     allocation to

     limited partners 172,253 162,875 612,515 449,860

    LESS:

     Limited partners'

     interest in the

     Operating

     Partnership 31,145 30,079 108,686 85,647

     Preferred

     distributions of

     the Operating

     Partnership 6,924 6,510 28,080 21,220

    NET INCOME 134,184 126,286 475,749 342,993

    Preferred dividends (18,525) (18,842) (73,854) (42,346)

    NET INCOME AVAILABLE

     TO COMMON

     STOCKHOLDERS $115,659 $107,444 $401,895 $300,647

     SIMON

     Per Share Data

     Unaudited

     For the Three For the Twelve

     Months Ended Months Ended

     December 31, December 31,

     2005 2004 2005 2004

    PER SHARE DATA:

    Basic Earnings Per Common Share:

     Income from continuing operations $0.45 $0.54 $1.27 $1.49

     Discontinued operations - results

     of operations and gain on

     disposal or sale, net 0.08 (0.05) 0.55 (0.04)

     Net income available to common

     stockholders $0.53 $0.49 $1.82 $1.45

     Percentage Change 8.2% 25.5%

    Diluted Earnings Per Common Share:

     Income from continuing operations $0.44 $0.54 $1.27 $1.48

     Discontinued operations - results

     of operations and gain on

     disposal or sale, net 0.08 (0.05) 0.55 (0.04)

     Net income available to common

     stockholders $0.52 $0.49 $1.82 $1.44

     Percentage Change 6.1% 26.4%

     SIMON

     Reconciliation of Net Income to FFO (A)

     Unaudited

     (In thousands, except as noted)

     For the Three Months For the Twelve Months

     Ended Ended

     December 31, December 31,

     2005 2004 2005 2004

    Net Income(B)(C)(D)(E) $134,184 $126,286 $475,749 $342,993

    Adjustments to Net Income

     to Arrive at FFO:

    Limited partners'

     interest in the Operating

     Partnership and preferred

     distributions of the

     Operating Partnership 38,069 36,589 136,766 106,867

    Depreciation and

     amortization from

     consolidated properties

     and discontinued

     operations 230,922 191,577 850,519 615,195

    Simon's share of

     depreciation and

     amortization from

     unconsolidated entities 53,547 58,655 205,981 181,999

    (Gain) loss on disposal

     or sale of discontinued

     operations, net and

     loss on sales of interests

     in unconsolidated

     entities, net (8,170) 37 (146,107) 1,012

    Tax provision related

     to sale (1,961) (503) (428) 4,281

    Minority interest

     portion of depreciation and

     amortization (2,185) (2,021) (9,178) (6,857)

    Preferred distributions

     and dividends (25,449) (25,352) (101,934) (63,566)

    FFO of the Simon Portfolio $418,957 $385,268 $1,411,368 $1,181,924

    Per Share Reconciliation:

    Diluted net income per share $0.52 $0.49 $1.82 $1.44

    Adjustments to net income

     to arrive at FFO:

    Depreciation and

     amortization from

     consolidated properties

     and the Company's share of

     depreciation and

     amortization from

     unconsolidated entities,

     net of minority interest

     portion of depreciation and

     amortization 1.01 0.88 3.73 2.94

    (Gain) loss on disposal

     or sale of discontinued

     operations, net and

     loss on sales of interests

     in unconsolidated

     entities, net (0.03) -- (0.52) --

    Tax provision related

     to sale (0.01) -- -- 0.02

    Impact of additional

     dilutive securities for FFO

     per share (0.02) (0.01) (0.07) (0.01)

    Diluted FFO per share $1.47 $1.36 $4.96 $4.39

    Details for per share

     calculations:

    FFO of the Simon Portfolio $418,957 $385,268 $1,411,368 $1,181,924

    Adjustments for dilution

     calculation:

    Impact of preferred stock and

     preferred unit conversions

     and option exercises (F) 14,247 12,309 56,871 16,132

    Diluted FFO of the Simon

     Portfolio 433,204 397,577 1,468,239 1,198,056

    Diluted FFO allocable to

     unitholders (86,687) (82,602) (295,575) (259,688)

    Diluted FFO allocable to

     common stockholders $346,517 $314,975 $1,172,664 $938,368

    Basic weighted average shares

     outstanding 219,861 218,009 220,259 207,990

    Adjustments for dilution

     calculation:

    Effect of stock options 923 887 871 867

    Impact of Series C preferred

     unit conversion 1,068 1,468 1,086 1,843

    Impact of Series I preferred

     unit conversion 10,812 9,096 10,736 2,286

    Impact of Series I preferred

     stock conversion 3,293 3,018 3,369 759

    Diluted weighted average

     shares outstanding 235,957 232,478 236,321 213,745

    Weighted average limited

     partnership units

     outstanding 59,028 61,008 59,566 59,086

    Diluted weighted average

     shares and units outstanding 294,985 293,486 295,887 272,831

    Basic FFO per share $1.50 $1.38 $5.04 $4.42

     Percent Increase 8.7% 14.0%

    Diluted FFO per share $1.47 $1.36 $4.96 $4.39

     Percent Increase 8.1% 13.0%

     SIMON

     Consolidated Balance Sheets

     Unaudited

     (In thousands, except as noted)

     December 31, December 31,

     2005 2004

    ASSETS:

     Investment properties, at cost $21,745,309 $21,253,761

     Less - accumulated depreciation 3,809,293 3,162,523

     17,936,016 18,091,238

     Cash and cash equivalents 337,048 520,084

     Tenant receivables and accrued

     revenue, net 357,079 361,590

     Investment in unconsolidated

     entities, at equity 1,562,595 1,920,983

     Deferred costs and other assets 938,301 1,176,124

     Total assets $21,131,039 $22,070,019

    LIABILITIES:

     Mortgages and other indebtedness $14,106,117 $14,586,393

     Accounts payable, accrued expenses,

     intangibles, and deferred revenue 1,092,334 1,113,645

     Cash distributions and losses in

     partnerships and joint ventures, at

     equity 194,476 37,739

     Other liabilities, minority interest

     and accrued dividends 163,524 311,592

     Total liabilities 15,556,451 16,049,369

    COMMITMENTS AND CONTINGENCIES

    LIMITED PARTNERS' INTEREST IN THE

     OPERATING PARTNERSHIP 865,565 965,204

    LIMITED PARTNERS' PREFERRED INTEREST

     IN THE OPERATING PARTNERSHIP 401,727 412,840

    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,

     25,632,122 and 25,434,967 issued

     and outstanding, respectively,

     and with liquidation values of

     $1,081,606 and $1,071,748,

     respectively 1,080,022 1,062,687

     Common stock, $.0001 par value,

     400,000,000 shares authorized,

     225,165,236 and 222,710,350

     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 5,030,652 4,993,698

     Accumulated deficit (1,551,179) (1,335,436)

     Accumulated other comprehensive

     income 9,793 16,365

     Unamortized restricted stock award (31,929) (21,813)

     Common stock held in treasury at

     cost, 4,815,655 and 2,415,855

     shares, respectively (230,086) (72,918)

     Total stockholders' equity 4,307,296 4,642,606

     Total liabilities and

     stockholders' equity $21,131,039 $22,070,019

     SIMON

     Joint Venture Statements of Operations

     Unaudited

     (In thousands)

     For the Three Months Ended For the Twelve Months Ended

     December 31, December 31,

     2005 2004 2005 2004

    REVENUE:

    Minimum rent $287,333 $261,125 $1,063,851 $942,877

    Overage rent 34,265 29,043 82,951 44,151

    Tenant reimbursements 151,258 130,370 543,022 480,419

    Other income 30,653 23,601 126,845 66,121

     Total revenue 503,509 444,139 1,816,669 1,533,568

    EXPENSES:

    Property operating 83,777 89,304 356,293 294,294

    Depreciation and

     amortization 86,360 83,253 327,946 285,463

    Real estate taxes 35,171 31,428 133,853 125,816

    Repairs and

     maintenance 25,054 21,177 83,856 70,436

    Advertising and

     promotion 13,809 13,739 37,591 37,481

    Provision for credit

     losses 1,610 4,586 9,616 11,373

    Other 38,022 15,383 120,766 65,730

     Total operating

     expenses 283,803 258,870 1,069,921 890,593

    OPERATING INCOME 219,706 185,269 746,748 642,975

    Interest expense 104,377 94,594 403,734 370,363

    Income Before Gain on

     Sale of Asset 115,329 90,675 343,014 272,612

    Gain on sale of asset 1,423 -- 1,423 --

    Income Before

     Unconsolidated

     Entities 116,752 90,675 344,437 272,612

    Loss from

     unconsolidated

     entities -- (1,294) (1,892) (5,129)

    Income from

     Continuing

     Operations 116,752 89,381 342,545 267,483

    Income from

     consolidated joint

     venture interests(G) -- 1,100 -- 19,378

    (Loss)/income from

     discontinued joint

     venture interests(G) (1,873)(H) 1,260 (2,784)(H) 13,384

    (Loss)/gain on

     disposal or sale of

     discontinued

     operations, net (32,760)(H) -- 65,599 (H) 4,704

    NET INCOME $82,119 $91,741 $405,360 $304,949

    Third-party

     investors' share of

     net income $51,648 $59,257 $238,265 $193,282

    Our share of net

     income 30,471 32,484 167,095 111,667

    Amortization of

     excess investment 12,197 12,180 48,597 30,554

    Write-off of

     investment related

     to properties sold 902 (H) -- 38,666 (H) --

    Our share of net loss

     related to

     properties sold (13,390)(H) -- (1,975)(H) --

    Income from

     unconsolidated joint

     ventures $30,762 $20,304 $81,807 $81,113

     SIMON

     Joint Venture Balance Sheets

     Unaudited

     (In thousands)

     December 31, December 31,

     2005 2004

    ASSETS:

     Investment properties, at cost $9,915,521 $9,429,465

     Less - accumulated depreciation 1,951,749 1,745,498

     7,963,772 7,683,967

     Cash and cash equivalents 334,714 292,770

     Tenant receivables 207,153 209,040

     Investment in unconsolidated

     entities, at equity 135,914 167,182

     Deferred costs and other assets 304,825 322,660

     Total assets $8,946,378 $8,675,619

    LIABILITIES AND PARTNERS' EQUITY:

     Mortgages and other indebtedness $7,479,359 $6,398,312

     Accounts payable, accrued expenses

     and deferred revenue 403,390 373,887

     Other liabilities 189,722 179,443

     Total liabilities 8,072,471 6,951,642

     Preferred units 67,450 67,450

     Partners' equity 806,457 1,656,527

     Total liabilities and partners'

     equity $8,946,378 $8,675,619

     Our Share of:

     Total assets $3,765,258 $3,619,969

     Partners' equity 429,942 779,252

     Add: Excess Investment(I) 938,177 1,103,992

     Our net investment in joint

     ventures $1,368,119 $1,883,244

     Mortgages and other indebtedness $3,169,662 $2,750,327

     SIMON

     Footnotes to Financial Statements

     Unaudited

    Notes:

    (A) 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.

    (B) Includes the Company's share of gains on land sales of $6.8 million and $21.0 million for the three months ended December 31, 2005 and 2004, respectively, and $32.1 million and $45.4 million for the twelve months ended December 31, 2005 and 2004, respectively.

    (C) Includes the Company's share of straight-line adjustments to minimum rent of $7.2 million and $5.6 million for the three months ended December 31, 2005 and 2004, respectively, and $22.9 million and $10.7 million for the twelve months ended December 31, 2005 and 2004, respectively.

    (D) Includes the Company's share of the fair market value of leases from acquisitions of $22.3 million and $12.8 million for the three months ended December 31, 2005 and 2004, respectively, and $63.5 million and $38.3 million for the twelve months ended December 31, 2005 and 2004, respectively.

    (E) Includes the Company's share of debt premium amortization of $7.3 million and $7.6 million for the three months ended December 31, 2005 and 2004, respectively, and $30.0 million and $13.7 million for the twelve months ended December 31, 2005 and 2004, respectively.

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

    (G) Consolidation occurs when the Company acquires an additional ownership interest in a joint venture and has, as a result, gained 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 December 31, 2005. Discontinued joint venture interests represent those partnership interests that have been sold.

    (H) Relates to Metrocenter, a regional mall in Phoenix, Arizona sold on January 11, 2005, and Forum Entertainment Centre, a property located in Montreal, Canada sold on December 22, 2005.

    (I) Excess investment represents the unamortized difference of the Company's investment over equity in the underlying net assets of the partnerships and joint ventures acquired. The Company generally amortizes excess investment over the life of the related properties, typically no greater than 35 years, and the amortization is included in income from unconsolidated entities. Bookmark and Share
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