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Securities and Exchange Commission Form 8-K

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Securities and Exchange Commission Form 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2004 SIMON PROPERTY GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-14469 046268599 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 115 WEST WASHINGTON STREET INDIANAPOLIS, INDIANA 46204 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: 317.636.1600 Not Applicable (Former name or former address, if changed since last report) Item 2.02. Results of Operation and Financial Condition On October 27, 2004, the Registrant issued a press release containing information on earnings for the quarter ended September 30, 2004 and other matters. A copy of the press release is included as an exhibit to this filing. The exhibits furnished herewith use the non-GAAP financial measures Funds from Operations (‘‘FFO’’) and Net Operating Income (‘‘NOI’’). The Company considers FFO and NOI key measures of its operating performance that are not specifically defined by accounting principles generally accepted in the United States (‘‘GAAP’’). The Company believes that FFO and NOI are helpful to investors because they are widely recognized measures of the performance of real estate investment trusts and provide relevant bases for comparison among REITs. The Company also uses FFO and NOI internally to measure the operating performance of its portfolio. The reconciliation of net income to FFO is provided on page 64 furnished herewith in Exhibit 99.2. The reconciliation of net income to NOI is provided on page 18 furnished herewith in Exhibit 99.1. The exhibits included with this filing are being furnished pursuant to Item 2.02 and Item 7.01 of Form 8-K. Item 7.01. Regulation FD Disclosure On October 27, 2004, the Registrant made available additional ownership and operational information concerning the Registrant, Simon Property Group, L.P., and properties owned or managed as of September 30, 2004, in the form of a Supplemental Information package, a copy of which is included as an exhibit to this filing. The Supplemental Information package is also available upon request as specified therein. Item 9.01. Financial Statements and Exhibits Financial Statements: None Exhibits: Page Number in Exhibit No. Description This Filing 99.1 Supplemental Information as of September 30, 2004 .................. 5 99.2 Earnings Release for the quarter ended September 30, 2004 ............ 57 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: October 27, 2004 SIMON PROPERTY GROUP, INC. By: /s/ STEPHEN E. STERRETT Stephen E. Sterrett, Executive Vice President and Chief Financial Officer 3 SIMON PROPERTY GROUP Table of Contents As of September 30, 2004 Description Page Exhibit 99.1 Supplemental Information Company Overview Overview (reporting calendar, stock information, and corporate ratings) .... 5-7 Ownership Structure .......................................... 8 Changes in Common Shares and Unit Ownership .................... 9 Financial Data Selected Financial and Operational Information Financial Highlights and Operational Statistics ..................... 10-11 Shareholders’ Equity Information .............................. 12 Debt Information .......................................... 12 Debt-to-Market Capitalization ................................. 12 Miscellaneous Balance Sheet Data .............................. 12 Unaudited Pro-Rata Balance Sheet ............................... 14 Unaudited Pro-Rata Statements of Operations ....................... 15-16 Reconciliation of NOI to Net Income ............................. 17-18 Computation of Comparable Property NOI Growth ................... 19 Analysis of Other Income and Other Expense ....................... 20 NOI Composition ........................................... 21 Operational Data Portfolio GLA, Occupancy & Rent Data ........................... 22 Rent Information ............................................ 23 Lease Expirations ............................................ 24-25 Top Regional Mall Tenants ..................................... 26 Projected Regional Mall Anchor/Big Box Openings, 2004 - 2006 .......... 27-28 Property Listing—North American Assets .......................... 29-36 Property Listing—European Assets ............................... 37-38 Development Activity Capital Expenditures ......................................... 39 North American Development Activity Report ....................... 40-42 European Development Activity Report ........................... 43 Balance Sheet Information Debt Amortization and Maturities by Year ......................... 44 Summary of Indebtedness ...................................... 45 Summary of Indebtedness by Maturity ............................. 46-52 Unencumbered Assets ........................................ 53-55 Preferred Stock/Units Outstanding ............................... 56 Quarterly Earnings Announcement Exhibit 99.2 Press Release ............................................... 57-68 4 Exhibit 99.1 SIMON PROPERTY GROUP Overview The Company Simon Property Group, Inc. (the ‘‘Company’’ or ‘‘Simon Property’’) (NYSE:SPG) is a self-administered and self-managed real estate investment trust (‘‘REIT’’). Simon Property Group, L.P. (the ‘‘Operating Partnership’’) is a subsidiary partnership of the Company. The Company and the Operating Partnership (collectively the ‘‘Simon Group’’) are engaged primarily in the ownership, operation, management, leasing, acquisition, expansion and development of real estate properties, primarily regional malls and community shopping centers. At September 30, 2004, the Company, directly or through the Operating Partnership, owned or had an interest in 244 properties which consisted of regional malls, community shopping centers and office and mixed-use properties (mixed-use properties include a combination of retail, office space or hotel components) containing an aggregate of 188 million square feet of gross leasable area (GLA) in 37 states plus Puerto Rico and Canada. The Company also holds interests in 48 European shopping centers in France, Italy, Poland and Portugal. Subsequent to quarter-end, on October 14, 2004, the Company completed its $5.1 billion (including the assumption of debt) acquisition of Chelsea Property Group, Inc. (‘‘Chelsea’’). Chelsea common shareholders received merger consideration of $36.00 in cash; 0.2936 of a share of Simon common stock; and 0.3000 of a share of Simon 6% Series I convertible perpetual preferred stock for each share of Chelsea common stock. At closing, shares and units were issued as follows: • 12,978,795 shares of Simon Property Common Stock • 4,652,232 Simon Property Group, L.P. common units • 13,261,712 shares of Simon Property 6% Series I Convertible Perpetual Preferred Stock (liquidation value of $50 per share) • 4,753,794 Simon Property Group, L.P. 6% Convertible Perpetual Preferred Units (liquidation value of $50 per unit) Chelsea will operate as a division of SPG out of its current headquarters in Roseland, New Jersey, with David Bloom and the Chelsea management team continuing their leadership. David Bloom has been appointed as an Advisory Director of the Simon Property Group Board of Directors. Chelsea Property Group is the leading owner, developer and manager of Premium Outlet centers in the U.S. and Asia. Its portfolio includes 36 Premium Outlet centers (32 in the U.S. and 4 in Japan) located in major metropolitan markets such as New York, Los Angeles and Boston, and tourist destinations such as Orlando, Las Vegas and Palm Springs. The 32 domestic Premium Outlet centers are 98% occupied and generate sales per square foot of approximately $400. Chelsea’s four Premium Outlet centers in Japan, located near Tokyo, Osaka and Fukuoka, are fully leased and generate average sales of more than $800 per square foot. 5 SIMON PROPERTY GROUP Overview This package was prepared to provide (1) ownership information, (2) certain operational information, and (3) balance sheet information as of September 30, 2004, for the Company and the Operating Partnership. Certain statements contained in this Supplemental Package may constitute ‘‘forward-looking statements’’ made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Readers are cautioned that forward-looking statements involve risks and uncertainties, which may affect the business and prospects of the Company and the Operating Partnership. We direct you to the Company’s various filings with the Securities and Exchange Commission including Form 10-K and Form 10-Q for a detailed discussion of risks and uncertainties. We hope you find this Supplemental Package beneficial. Any questions, comments or suggestions should be directed to: Shelly J. Doran, Vice President of Investor Relations-Simon Property Group, P.O. Box 7033, Indianapolis, IN 46207. Telephone: (317) 685-7330; e-mail: [email protected] Reporting Calendar Results for the next three quarters will be announced according to the following approximate schedule: Fourth Quarter 2004 ............... Early February 2005 First Quarter 2005 ................. Late April 2005 Second Quarter 2005 ............... Late July 2005
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