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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) February 3, 2012
THE MACERICH COMPANY
(Exact Name of Registrant as Specified in Charter)
| MARYLAND (State or Other Jurisdiction of Incorporation) |
1-12504 (Commission File Number) |
95-4448705 (IRS Employer Identification No.) |
401 Wilshire Boulevard, Suite 700, Santa Monica, California 90401
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (310) 394-6000
N/A
(Former Name or Former Address, if Changed Since Last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
- o
- Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
- o
- Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
- o
- Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
- o
- Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
The Company issued a press release on February 3, 2012 announcing results of operations for the Company for the quarter and year ended December 31, 2011 and such press release is furnished as Exhibit 99.1 hereto.
The press release included as an exhibit with this report is being furnished pursuant to Item 2.02 and Item 7.01 of Form 8-K and shall not be deemed to be "filed" with the SEC or incorporated by reference into any other filing with the SEC.
ITEM 7.01 REGULATION FD DISCLOSURE.
On February 3, 2012, the Company made available on its website a financial supplement containing financial and operating information of the Company ("Supplemental Financial Information") for the three and twelve months ended December 31, 2011 and such Supplemental Financial Information is furnished as Exhibit 99.2 hereto.
The Supplemental Financial Information included as an exhibit with this report is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "filed" with the SEC or incorporated by reference into any other filing with the SEC.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Listed below are the financial statements, pro forma financial information and exhibits furnished as part of this report:
(a), (b) and (c) Not applicable.
(d) Exhibits.
Exhibit Index attached hereto and incorporated herein by reference.
2
Pursuant to the requirements of the Securities Exchange Act of 1934, The Macerich Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE MACERICH COMPANY | ||
By: THOMAS E. O'HERN |
||
February 3, 2012 Date |
/s/ THOMAS E. O'HERN Senior Executive Vice President, Chief Financial Officer and Treasurer |
3
EXHIBIT NUMBER |
NAME
|
||
|---|---|---|---|
| 99.1 | Press Release dated February 3, 2012 | ||
99.2 |
Supplemental Financial Information for the three and twelve months ended December 31, 2011 |
||
4
-
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
ITEM 7.01 REGULATION FD DISCLOSURE.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBIT INDEX
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PRESS RELEASE
| For: | THE MACERICH COMPANY | |
Press Contact: |
Arthur Coppola, Chairman and Chief Executive Officer, |
|
Edward C. Coppola, President or |
||
Thomas O'Hern, Senior Executive Vice President, |
||
Chief Financial Officer and Treasurer |
||
(310) 394-6000 |
MACERICH ANNOUNCES A 13% INCREASE IN AFFO PER SHARE
Santa Monica, CA (2/03/12)—The Macerich Company (NYSE Symbol: MAC) today announced results of operations for the quarter ended December 31, 2011 which included funds from operations ("FFO") diluted of $118.8 million compared to $108.9 million for the quarter ended December 31, 2010. Adjusted FFO ("AFFO") was $124.6 million for the quarter ended December 31, 2011 compared to $108.9 million for the quarter ended December 31, 2010 and AFFO per share-diluted was $.87 for the quarter ended December 31, 2011 compared to $.77 for the quarter ended December 31, 2010. AFFO per share-diluted was $2.88 for 2011 compared to $2.66 for 2010. Net income available to common stockholders was $163.1 million or $1.23 per share-diluted compared to net income available to common stockholders for the quarter ended December 31, 2010 of $23.6 million or $.18 per share-diluted. A description and reconciliation of FFO per share-diluted and AFFO per share-diluted to EPS-diluted is included in the financial tables accompanying this press release.
Recent Highlights:
- •
- Mall tenant annual sales per square foot increased 12.9% to $489 for the year ended December 31, 2011 compared to
$433 for the year ended December 31, 2010.
- •
- The releasing spreads for the year ended December 31, 2011 were up 13.7%.
- •
- Adjusted FFO per share was up 13.0% compared to the quarter ended December 31, 2010.
- •
- Mall occupancy was at 92.7% at December 31, 2011, up from 91.9% at September 30, 2011.
Commenting on the quarter and recent events, Arthur Coppola chairman and chief executive officer of Macerich stated, "We are pleased to announce another quarter of double-digit growth in AFFO. That growth was fueled by strong fundamentals in our portfolio with solid tenant sales growth, good releasing spreads and continued same center net operating income growth."
Balance Sheet Activity:
In December, the Company executed a $125 million, seven year, unsecured note at LIBOR plus 2.20%. Proceeds were used to pay down the Company's line of credit.
On February 1, 2012, the Company closed on a $75 million, 10-year fixed rate loan secured by La Encantada Center. The new loan has a rate of 4.22%. The rate on the maturing $75 million loan was 5.84%.
The Company has arranged a $140 million, 10-year fixed rate loan on Pacific View Mall in Ventura, California. The loan is expected to close in March with an interest rate of approximately 4.00%. The asset is currently unencumbered by debt.
In December 2011, the title to Shoppingtown Mall was transferred to the loan servicer. The $39 million loan that was secured by Shoppingtown Mall was forgiven in a deed in lieu of foreclosure transaction. A loss on extinguishment of debt of $3.9 million was recorded. Valley View mall continues under the control of a receiver and the ultimate disposition of this asset is expected in the first half of 2012. The impact of both assets for the quarter (-$.04 per share) and for the full year (-$.09) has been excluded from AFFO.
Joint Venture Activity:
In December 2011, the Company and its joint venture partner reached agreement for the distribution and conveyance of interests in SDG Macerich Properties, L.P., a Delaware limited partnership ("SDG Macerich") that owned 11 regional malls in a 50/50 partnership. Six of the eleven assets were distributed to Macerich in December 2011. Macerich received 100% ownership of Eastland Mall in Evansville, Indiana, Lake Square Mall in Leesburg, Florida, SouthPark Mall in Moline, Illinois, Southridge Mall in Des Moines, Iowa, NorthPark Mall in Davenport, Iowa and Valley Mall in Harrisonburg, Virginia. These wholly-owned assets were recorded at fair value at the date of transfer, which resulted in a gain for Macerich of $188.3 million. The gain reflected the fair value of the net assets received in excess of the book value of the Company's interest in the former partnership.
2012 Earnings Guidance:
Management is issuing its 2012 FFO and Adjusted FFO guidance ranges as reflected below. The AFFO guidance excludes the expected results of Valley View mall. The Company's definition of FFO and AFFO is included in the financial tables accompanying this press release.
A reconciliation of EPS to FFO per share and AFFO per share follows:
Estimated EPS range: |
$1.93 - $2.01 | |
Less: Gain on asset sales |
-.98 - -.98 | |
Plus: real estate depreciation and amortization |
$2.43 - $2.43 | |
Estimated range for FFO per share- diluted |
$3.38 to $3.46 | |
Less: positive FFO impact of Valley View |
-.32 - -.32 | |
Estimated Adjusted FFO per share-diluted: |
$3.06 to $3.14 | |
The guidance excludes the impact of any possible future acquisitions and excludes the impact of Valley View which is under the control of a receiver. The Company's guidance does factor in the dilutive impact from the sale of non-core assets in the first half of 2012.
Macerich is a fully integrated self-managed and self-administered real estate investment trust, which focuses on the acquisition, leasing, management, development and redevelopment of regional malls throughout the United States. Macerich now owns approximately 66 million square feet of gross leaseable area consisting primarily of interests in 65 regional shopping centers. Additional information about Macerich can be obtained from the Company's website at www.macerich.com.
Investor Conference Call
The Company will provide an online Web simulcast and rebroadcast of its quarterly earnings conference call. The call will be available on The Macerich Company's website at www.macerich.com (Investing Section) and through CCBN at www.earnings.com. The call begins today, February 3, 2012 at 10:30 AM Pacific Time. To listen to the call, please go to any of these websites at least 15 minutes prior to the call in order to register and download audio software if needed. An online replay at www.macerich.com (Investing Section) will be available for one year after the call.
2
The Company will publish a supplemental financial information package which will be available at www.macerich.com in the Investing Section. It will also be furnished to the SEC as part of a Current Report on Form 8-K.
Note: This release contains statements that constitute forward-looking statements which can be identified by the use of words, such as "expects," "anticipates," "assumes," "projects," "estimated" and "scheduled" and similar expressions that do not relate to historical matters. Stockholders are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to vary materially from those anticipated, expected or projected. Such factors include, among others, general industry, as well as national, regional and local economic and business conditions, which will, among other things, affect demand for retail space or retail goods, availability and creditworthiness of current and prospective tenants, anchor or tenant bankruptcies, closures, mergers or consolidations, lease rates, terms and payments, interest rate fluctuations, availability, terms and cost of financing and operating expenses; adverse changes in the real estate markets including, among other things, competition from other companies, retail formats and technology, risks of real estate development and redevelopment, acquisitions and dispositions; the liquidity of real estate investments, governmental actions and initiatives (including legislative and regulatory changes); environmental and safety requirements; and terrorist activities which could adversely affect all of the above factors. The reader is directed to the Company's various filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the year ended December 31, 2010, for a discussion of such risks and uncertainties, which discussion is incorporated herein by reference. The Company does not intend, and undertakes no obligation, to update any forward-looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events unless required by law to do so.
(See attached tables)
##
3
THE MACERICH COMPANY
FINANCIAL HIGHLIGHTS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Results of Operations:
| |
Results before Discontinued Operations(a) |
Impact of Discontinued Operations(a) |
Results after Discontinued Operations(a) |
||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
For the Three Months Ended December 31, |
For the Three Months Ended December 31, |
For the Three Months Ended December 31, |
||||||||||||||||
| |
Unaudited | Unaudited | |||||||||||||||||
| |
2011 | 2010 | 2011 | 2010 | 2011 | 2010 | |||||||||||||
Minimum rents |
$ | 118,751 | $ | 112,052 | (1,310 | ) | $ | (2,085 | ) | $ | 117,441 | $ | 109,967 | ||||||
Percentage rents |
10,489 | 8,454 | (158 | ) | (181 | ) | 10,331 | 8,273 | |||||||||||
Tenant recoveries |
64,842 | 63,081 | (909 | ) | (1,201 | ) | 63,933 | 61,880 | |||||||||||
Management Companies' revenues |
11,942 | 10,028 | — | — | 11,942 | 10,028 | |||||||||||||
Other income |
11,743 | 10,270 | (75 | ) | (84 | ) | 11,668 | 10,186 | |||||||||||
Total revenues |
217,767 | 203,885 | (2,452 | ) | (3,551 | ) | 215,315 | 200,334 | |||||||||||
Shopping center and operating expenses |
67,882 | 64,021 | (1,538 | ) | (2,023 | ) | 66,344 | 61,998 | |||||||||||
Management Companies' operating expenses |
19,560 | 21,718 | — | — | 19,560 | 21,718 | |||||||||||||
Income tax benefit |
(298 | ) | (3,950 | ) | — | — | (298 | ) | (3,950 | ) | |||||||||
Depreciation and amortization |
70,831 | 64,882 | (361 | ) | (1,710 | ) | 70,470 | 63,172 | |||||||||||
REIT general and administrative expenses |
5,237 | 4,999 | — | — | 5,237 | 4,999 | |||||||||||||
Interest expense |
47,843 | 53,507 | (271 | ) | (603 | ) | 47,572 | 52,904 | |||||||||||
(Loss) gain on early extinguishment of debt |
(5,378 | ) | 2,053 | 3,929 | — | (1,449 | ) | 2,053 | |||||||||||
Loss on remeasurement, sale or write down of assets, net |
(42,823 | ) | (77 | ) | (3,584 | ) | — | (46,407 | ) | (77 | ) | ||||||||
Co-venture interests(b) |
(2,027 | ) | (2,547 | ) | — | — | (2,027 | ) | (2,547 | ) | |||||||||
Equity in income of unconsolidated joint ventures |
219,156 | 27,621 | — | — | 219,156 | 27,621 | |||||||||||||
Income from continuing operations |
175,640 | 25,758 | 63 | 785 | 175,703 | 26,543 | |||||||||||||
Discontinued operations: |
|||||||||||||||||||
Loss on sale or disposition of assets, net |
— | — | (345 | ) | — | (345 | ) | — | |||||||||||
Gain (loss) from discontinued operations |
— | — | 282 | (785 | ) | 282 | (785 | ) | |||||||||||
Total loss from discontinued operations |
— | — | (63 | ) | (785 | ) | (63 | ) | (785 | ) | |||||||||
Net income |
175,640 | 25,758 | — | — | 175,640 | 25,758 | |||||||||||||
Less net income attributable to noncontrolling interests |
12,533 | 2,200 | — | — | 12,533 | 2,200 | |||||||||||||
Net income available to common stockholders |
$ | 163,107 | $ | 23,558 | $ | 0 | $ | 0 | $ | 163,107 | $ | 23,558 | |||||||
Average number of shares outstanding—basic |
132,128 | 130,301 | 132,128 | 130,301 | |||||||||||||||
Average shares outstanding, assuming full conversion of OP Units(c) |
143,165 | 142,031 | 143,165 | 142,031 | |||||||||||||||
Average shares outstanding—Funds From Operations ("FFO")—diluted(c) |
143,165 | 142,031 | 143,165 | 142,031 | |||||||||||||||
Per share income—diluted before discontinued operations |
— | — | $ | 1.23 | $ | 0.19 | |||||||||||||
Net income per share—basic |
$ | 1.23 | $ | 0.18 | $ | 1.23 | $ | 0.18 | |||||||||||
Net income per share—diluted |
$ | 1.23 | $ | 0.18 | $ | 1.23 | $ | 0.18 | |||||||||||
Dividend declared per share |
$ | 0.55 | $ | 0.50 | $ | 0.55 | $ | 0.50 | |||||||||||
FFO—basic(c)(d) |
$ | 118,783 | $ | 108,921 | $ | 118,783 | $ | 108,921 | |||||||||||
FFO—diluted(c)(d) |
$ | 118,783 | $ | 108,921 | $ | 118,783 | $ | 108,921 | |||||||||||
FFO per share—basic(c)(d) |
$ | 0.83 | $ | 0.77 | $ | 0.83 | $ | 0.77 | |||||||||||
FFO per share—diluted(c)(d) |
$ | 0.83 | $ | 0.77 | $ | 0.83 | $ | 0.77 | |||||||||||
Adjusted FFO ("AFFO") per share—diluted(c)(d) |
$ | 0.87 | $ | 0.77 | $ | 0.87 | $ | 0.77 | |||||||||||
4
THE MACERICH COMPANY
FINANCIAL HIGHLIGHTS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Results of Operations:
| |
Results before Discontinued Operations(a) |
Impact of Discontinued Operations(a) |
Results after Discontinued Operations(a) |
||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
For the Twelve Months Ended December 31, |
For the Twelve Months Ended December 31, |
For the Twelve Months Ended December 31, |
||||||||||||||||
| |
Unaudited | Unaudited | |||||||||||||||||
| |
2011 | 2010 | 2011 | 2010 | 2011 | 2010 | |||||||||||||
Minimum rents |
$ | 453,439 | $ | 423,151 | (7,131 | ) | $ | (9,449 | ) | $ | 446,308 | $ | 413,702 | ||||||
Percentage rents |
20,721 | 18,411 | (549 | ) | (530 | ) | 20,172 | 17,881 | |||||||||||
Tenant recoveries |
254,380 | 243,303 | (4,154 | ) | (4,888 | ) | 250,226 | 238,415 | |||||||||||
Management Companies' revenues |
40,404 | 42,895 | — | — | 40,404 | 42,895 | |||||||||||||
Other income |
34,357 | 30,800 | (217 | ) | (300 | ) | 34,140 | 30,500 | |||||||||||
Total revenues |
803,301 | 758,560 | (12,051 | ) | (15,167 | ) | 791,250 | 743,393 | |||||||||||
Shopping center and operating expenses |
263,341 | 246,066 | (7,524 | ) | (8,884 | ) | 255,817 | 237,182 | |||||||||||
Management Companies' operating expenses |
86,587 | 90,414 | — | — | 86,587 | 90,414 | |||||||||||||
Income tax benefit |
(6,110 | ) | (9,202 | ) | — | — | (6,110 | ) | (9,202 | ) | |||||||||
Depreciation and amortization |
269,286 | 246,812 | (3,955 | ) | (6,731 | ) | 265,331 | 240,081 | |||||||||||
REIT general and administrative expenses |
21,113 | 20,703 | — | — | 21,113 | 20,703 | |||||||||||||
Interest expense |
198,025 | 212,818 | (2,740 | ) | (2,655 | ) | 195,285 | 210,163 | |||||||||||
(Loss) gain on early extinguishment of debt |
(14,517 | ) | 3,661 | 3,929 | — | (10,588 | ) | 3,661 | |||||||||||
(Loss) gain on remeasurement, sale or write down of assets, net |
(76,338 | ) | 474 | 34,059 | 23 | (42,279 | ) | 497 | |||||||||||
Co-venture interests(b) |
(5,806 | ) | (6,193 | ) | — | — | (5,806 | ) | (6,193 | ) | |||||||||
Equity in income of unconsolidated joint ventures |
294,677 | 79,529 | — | — | 294,677 | 79,529 | |||||||||||||
Income from continuing operations |
169,075 | 28,420 | 40,156 | 3,126 | 209,231 | 31,546 | |||||||||||||
Discontinued operations: |
|||||||||||||||||||
Loss on sale or disposition of assets, net |
— | — | (37,988 | ) | (23 | ) | (37,988 | ) | (23 | ) | |||||||||
Loss from discontinued operations |
— | — | (2,168 | ) | (3,103 | ) | (2,168 | ) | (3,103 | ) | |||||||||
Total loss from discontinued operations |
— | — | (40,156 | ) | (3,126 | ) | (40,156 | ) | (3,126 | ) | |||||||||
Net income |
169,075 | 28,420 | — | — | 169,075 | 28,420 | |||||||||||||
Less net income attributable to noncontrolling interests |
12,209 | 3,230 | — | — | 12,209 | 3,230 | |||||||||||||
Net income available to common stockholders |
$ | 156,866 | $ | 25,190 | $ | 0 | $ | 0 | $ | 156,866 | $ | 25,190 | |||||||
Average number of shares outstanding—basic |
131,628 | 120,346 | 131,628 | 120,346 | |||||||||||||||
Average shares outstanding, assuming full conversion of OP Units(c) |
142,986 | 132,283 | 142,986 | 132,283 | |||||||||||||||
Average shares outstanding—Funds From Operations ("FFO")—diluted(c) |
142,986 | 132,283 | 142,986 | 132,283 | |||||||||||||||
Per share income—diluted before discontinued operations |
— | — | $ | 1.46 | $ | 0.21 | |||||||||||||
Net income per share—basic |
$ | 1.18 | $ | 0.19 | $ | 1.18 | $ | 0.19 | |||||||||||
Net income per share—diluted |
$ | 1.18 | $ | 0.19 | $ | 1.18 | $ | 0.19 | |||||||||||
Dividend declared per share |
$ | 2.05 | $ | 2.10 | $ | 2.05 | $ | 2.10 | |||||||||||
FFO—basic(c)(d) |
$ | 399,559 | $ | 351,308 | $ | 399,559 | $ | 351,308 | |||||||||||
FFO—diluted(c)(d) |
$ | 399,559 | $ | 351,308 | $ | 399,559 | $ | 351,308 | |||||||||||
FFO per share—basic(c)(d) |
$ | 2.79 | $ | 2.66 | $ | 2.79 | $ | 2.66 | |||||||||||
FFO per share—diluted(c)(d) |
$ | 2.79 | $ | 2.66 | $ | 2.79 | $ | 2.66 | |||||||||||
Adjusted FFO ("AFFO") per share—diluted(c)(d) |
$ | 2.88 | $ | 2.66 | $ | 2.88 | $ | 2.66 | |||||||||||
5
THE MACERICH COMPANY
FINANCIAL HIGHLIGHTS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
- (a)
- The
Company has classified the results of operations on any dispositions as discontinued operations for the three and twelve months ended
December 31, 2011 and 2010.
- (b)
- This
represents the outside partners' allocation of net income in the Chandler Fashion Center/Freehold Raceway Mall joint venture.
- (c)
- The
Macerich Partnership, L.P. (the "Operating Partnership" or the "OP") has operating partnership units ("OP units"). OP units can be converted into
shares of Company common stock. Conversion of the OP units not owned by the Company has been assumed for purposes of calculating FFO per share and the weighted average number of shares outstanding.
The computation of average shares for FFO—diluted includes the effect of share and unit-based compensation plans and convertible senior notes using the treasury stock method.
It also assumes conversion of MACWH, LP preferred and common units to the extent they are dilutive to the calculation.
- (d)
- The
Company uses FFO in addition to net income to report its operating and financial results and considers FFO and FFO-diluted as supplemental
measures for the real estate industry and a supplement to Generally Accepted Accounting Principles ("GAAP") measures. NAREIT defines FFO as net income (loss) (computed in accordance with GAAP),
excluding gains (or losses) from extraordinary items and sales of depreciated operating properties, plus real estate related depreciation and amortization, impairment write-downs of real estate and
write-downs of investments in an affiliate where the write-downs have been driven by a decrease in the value of real estate held by the affiliate and after adjustments for unconsolidated partnerships
and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO on the same basis.
- Adjusted
FFO ("AFFO") excludes the negative FFO impact of Shoppingtown Mall and Valley View Center for the three and twelve months ended
December 31, 2011. In December 2011, the Company conveyed Shoppingtown Mall to the lender by a deed in lieu of foreclosure and Valley View Center is in receivership.
- FFO
and FFO on a diluted basis are useful to investors in comparing operating and financial results between periods. This is especially true
since FFO excludes real estate depreciation and amortization, as the Company believes real estate values fluctuate based on market conditions rather than depreciating in value ratably on a
straight-line basis over time. The Company believes that AFFO and AFFO on a diluted basis provide useful supplemental information regarding the Company's performance as they show a more
meaningful and consistent comparison of the Company's operating performance and allow investors to more easily compare the Company's results without taking into account the unrelated
non-cash charges on properties controlled by either a receiver or loan servicer, which are non-routine items. FFO and AFFO on a diluted basis are measures investors find most
useful in measuring the dilutive impact of outstanding convertible securities. FFO and AFFO do not represent cash flow from operations as defined by GAAP, should not be considered as an alternative to
net income (loss) as defined by GAAP, and are not indicative of cash available to fund all cash flow needs. The Company also cautions that FFO and AFFO as presented, may not be comparable to similarly
titled measures reported by other real estate investment trusts.
- NAREIT recently clarified that under NAREIT's definition of FFO, impairment write-downs of real estate should be added back to net income. Beginning with the three and twelve months ended December 31, 2011, the Company has revised its definition of FFO to add back impairment write-downs of real estate to its net income. Given that there were no impairment write-downs of real estate in the three months and year ended December 31, 2010, FFO for those periods was not impacted by the revised definition.
6
THE MACERICH COMPANY
FINANCIAL HIGHLIGHTS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Pro rata share of unconsolidated joint ventures:
| |
For the Three Months Ended December 31, |
For the Twelve Months Ended December 31, |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Unaudited | Unaudited | |||||||||||
| |
2011 | 2010 | 2011 | 2010 | |||||||||
Revenues: |
|||||||||||||
Minimum rents |
$ | 82,079 | $ | 78,143 | $ | 311,439 | $ | 300,637 | |||||
Percentage rents |
7,476 | 6,650 | 15,433 | 13,458 | |||||||||
Tenant recoveries |
40,196 | 36,868 | 151,938 | 149,357 | |||||||||
Other |
7,323 | 6,685 | 24,400 | 21,418 | |||||||||
Total revenues |
137,074 | 128,346 | 503,210 | 484,870 | |||||||||
Expenses: |
|||||||||||||
Shopping center and operating expenses |
48,678 | 43,983 | 178,169 | 170,221 | |||||||||
Interest expense |
32,175 | 31,342 | 123,713 | 125,858 | |||||||||
Depreciation and amortization |
25,370 | 25,721 | 115,431 | 109,906 | |||||||||
Total operating expenses |
106,223 | 101,046 | 417,313 | 405,985 | |||||||||
Gain on remeasurement, sale or write down of assets, net |
188,245 | 124 | 200,828 | 823 | |||||||||
Gain (loss) on early extinguishment of debt |
60 | — | 7,852 | (689 | ) | ||||||||
Equity in income of joint ventures |
— | 197 | 100 | 510 | |||||||||
Net income |
$ | 219,156 | $ | 27,621 | $ | 294,677 | $ | 79,529 | |||||
7
THE MACERICH COMPANY
FINANCIAL HIGHLIGHTS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Reconciliation of Net income to FFO and AFFO(d):
| |
For the Three Months Ended December 31, |
For the Twelve Months Ended December 31, |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Unaudited | Unaudited | |||||||||||
| |
2011 | 2010 | 2011 | 2010 | |||||||||
Net income available to common stockholders |
$ | 163,107 | $ | 23,558 | $ | 156,866 | $ | 25,190 | |||||
Adjustments to reconcile net income to FFO—basic |
|||||||||||||
Noncontrolling interests in OP |
14,073 | 2,330 | 13,529 | 2,497 | |||||||||
Loss (gain) on remeasurement, sale or write down of consolidated assets, net |
42,823 | 77 | 76,338 | (474 | ) | ||||||||
plus gain on undepreciated asset sales—consolidated assets |
— | — | 2,277 | — | |||||||||
plus non-controlling interests share of (loss) gain on remeasurement, sale or write down of consolidated joint ventures |
(1,437 | ) | — | (1,441 | ) | 2 | |||||||
Gain on remeasurement, sale or write down of assets from unconsolidated entities (pro rata), net |
(188,245 | ) | (124 | ) | (200,828 | ) | (823 | ) | |||||
plus (loss) gain on undepreciated asset sales—unconsolidated entities (pro rata share) |
(19 | ) | 124 | 51 | 613 | ||||||||
Depreciation and amortization on consolidated assets |
70,831 | 64,882 | 269,286 | 246,812 | |||||||||
Less depreciation and amortization allocable to noncontrolling interests on consolidated joint ventures |
(4,503 | ) | (4,394 | ) | (18,022 | ) | (17,979 | ) | |||||
Depreciation and amortization on joint ventures (pro rata) |
25,370 | 25,721 | 115,431 | 109,906 | |||||||||
Less: depreciation on personal property |
(3,217 | ) | (3,253 | ) | (13,928 | ) | (14,436 | ) | |||||
Total FFO—basic |
118,783 | 108,921 | 399,559 | 351,308 | |||||||||
Additional adjustment to arrive at FFO—diluted: |
|||||||||||||
Preferred units—dividends |
— | — | — | — | |||||||||
Total FFO—diluted |
$ | 118,783 | $ | 108,921 | $ | 399,559 | $ | 351,308 | |||||
Additional adjustments to arrive at AFFO—diluted: |
|||||||||||||
Add: Shoppingtown Mall negative FFO |
3,179 | — | 3,491 | — | |||||||||
Add: Valley View Center negative FFO |
2,684 | — | 8,786 | — | |||||||||
Total AFFO—diluted |
$ | 124,646 | $ | 108,921 | $ | 411,836 | $ | 351,308 | |||||
8
THE MACERICH COMPANY
FINANCIAL HIGHLIGHTS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Reconciliation of EPS to FFO and AFFO per diluted share:
| |
For the Three Months Ended December 31, |
For the Twelve Months Ended December 31, |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Unaudited | Unaudited | |||||||||||
| |
2011 | 2010 | 2011 | 2010 | |||||||||
Earnings per share—diluted |
$ | 1.23 | $ | 0.18 | $ | 1.18 | $ | 0.19 | |||||
Per share impact of depreciation and amortization of real estate |
0.62 | 0.59 | 2.47 | 2.46 | |||||||||
Per share impact of (gain) loss on remeasurement, sale or write down of assets |
(1.02 | ) | 0.00 | (0.86 | ) | 0.01 | |||||||
FFO per share—diluted |
$ | 0.83 | $ | 0.77 | $ | 2.79 | $ | 2.66 | |||||
Per share impact of Shoppingtown Mall and Valley View Center negative FFO |
0.04 | 0.00 | 0.09 | 0.00 | |||||||||
AFFO per share—diluted |
$ | 0.87 | $ | 0.77 | $ | 2.88 | $ | 2.66 | |||||
Reconciliation of Net income to EBITDA:
| |
For the Three Months Ended December 31, |
For the Twelve Months Ended December 31, |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Unaudited | Unaudited | |||||||||||
| |
2011 | 2010 | 2011 | 2010 | |||||||||
Net income available to common stockholders |
$ | 163,107 | $ | 23,558 | $ | 156,866 | $ | 25,190 | |||||
Interest expense—consolidated assets |
47,843 | 53,507 | 198,025 | 212,818 | |||||||||
Interest expense—unconsolidated entities (pro rata) |
32,175 | 31,342 | 123,713 | 125,858 | |||||||||
Depreciation and amortization—consolidated assets |
70,831 | 64,882 | 269,286 | 246,812 | |||||||||
Depreciation and amortization—unconsolidated entities (pro rata) |
25,370 | 25,721 | 115,431 | 109,906 | |||||||||
Noncontrolling interests in OP |
14,073 | 2,330 | 13,529 | 2,497 | |||||||||
Less: Interest expense and depreciation and amortization allocable to noncontrolling interests on consolidated joint ventures |
(7,446 | ) | (7,224 | ) | (29,877 | ) | (28,715 | ) | |||||
Loss (gain) on early extinguishment of debt—consolidated entities |
5,378 | (2,053 | ) | 14,517 | (3,661 | ) | |||||||
(Gain) loss on early extinguishment of debt—unconsolidated entities (pro rata) |
(60 | ) | — | (7,852 | ) | 689 | |||||||
Loss (gain) on remeasurement, sale or write down of assets—consolidated assets |
42,823 | 77 | 76,338 | (474 | ) | ||||||||
Gain on remeasurement, sale or write down of assets—unconsolidated entities (pro rata) |
(188,245 | ) | (124 | ) | (200,828 | ) | (823 | ) | |||||
Add: Non-controlling interests share of (loss) gain on sale of consolidated assets |
(1,437 | ) | — | (1,441 | ) | 2 | |||||||
Add: Non-controlling interests share of gain on sale of unconsolidated assets |
— | — | — | 93 | |||||||||
Income tax benefit |
(298 | ) | (3,950 | ) | (6,110 | ) | (9,202 | ) | |||||
Distributions on preferred units |
208 | 207 | 832 | 831 | |||||||||
EBITDA(e) |
$ | 204,322 | $ | 188,273 | $ | 722,429 | $ | 681,821 | |||||
9
THE MACERICH COMPANY
FINANCIAL HIGHLIGHTS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Reconciliation of EBITDA to Same Centers—Net Operating Income ("NOI"):
| |
For the Three Months Ended December 31, |
For the Twelve Months Ended December 31, |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Unaudited | Unaudited | |||||||||||
| |
2011 | 2010 | 2011 | 2010 | |||||||||
EBITDA(e) |
$ | 204,322 | $ | 188,273 | $ | 722,429 | $ | 681,821 | |||||
Add: REIT general and administrative expenses |
5,237 | 4,999 | 21,113 | 20,703 | |||||||||
Management Companies' revenues |
(11,942 | ) | (10,028 | ) | (40,404 | ) | (42,895 | ) | |||||
Management Companies' operating expenses |
19,560 | 21,718 | 86,587 | 90,414 | |||||||||
Lease termination income, straight-line and above/below market adjustments to minimum rents of comparable centers |
(6,136 | ) | (6,000 | ) | (21,903 | ) | (22,599 | ) | |||||
EBITDA of non-comparable centers |
(23,883 | ) | (14,976 | ) | (85,040 | ) | (61,178 | ) | |||||
Same Centers—NOI(f) |
$ | 187,158 | $ | 183,986 | $ | 682,782 | $ | 666,266 | |||||
- (e)
- EBITDA
represents earnings before interest, income taxes, depreciation, amortization, noncontrolling interests, extraordinary items, gain (loss) on
remeasurement, sale or write down of assets and preferred dividends and includes joint ventures at their pro rata share. Management considers EBITDA to be an appropriate supplemental measure to net
income because it helps investors understand the ability of the Company to incur and service debt and make capital expenditures. EBITDA should not be construed as an alternative to operating income as
an indicator of the Company's operating performance, or to cash flows from operating activities (as determined in accordance with GAAP) or as a measure of liquidity. EBITDA, as presented, may not be
comparable to similarly titled measurements reported by other companies.
- (f)
- The Company presents same-center NOI because the Company believes it is useful for investors to evaluate the operating performance of comparable centers. Same-center NOI is calculated using total EBITDA and subtracting out EBITDA from non-comparable centers and eliminating the management companies and the Company's general and administrative expenses. Same center NOI excludes the impact of lease termination income, straight-line and above/below market adjustments to minimum rents.
10
MACERICH ANNOUNCES A 13% INCREASE IN AFFO PER SHARE
Supplemental Financial Information
For the three and twelve months ended December 31, 2011
The Macerich Company
Supplemental Financial and Operating Information
Table of Contents
All information included in this supplemental financial package is unaudited, unless otherwise indicated.
This supplemental financial information should be read in connection with the Company's fourth quarter 2011 earnings announcement (included as Exhibit 99.1 of the Company's Current Report on 8-K, event date February 3, 2012) as certain disclosures, definitions and reconciliations in such announcement have not been included in this supplemental financial information.
The Macerich Company
Supplemental Financial and Operating Information
Overview
The Macerich Company (the "Company") is involved in the acquisition, ownership, development, redevelopment, management and leasing of regional and community shopping centers located throughout the United States. The Company is the sole general partner of, and owns a majority of the ownership interests in, The Macerich Partnership, L.P., a Delaware limited partnership (the "Operating Partnership").
As of December 31, 2011, the Operating Partnership owned or had an ownership interest in 65 regional shopping centers and 14 community shopping centers aggregating approximately 66 million square feet of gross leasable area ("GLA"). These 79 centers are referred to hereinafter as the "Centers", unless the context requires otherwise.
In December 2011, the Company and its joint venture partner reached an agreement for the distribution and conveyance of interests in SDG Macerich Properties, L.P., a Delaware limited partnership ("SDG Macerich") that owned 11 regional malls in a 50/50 partnership. Six of the eleven assets were distributed to the Company in December 2011. Macerich received 100% ownership of Eastland Mall in Evansville, Indiana, Lake Square Mall in Leesburg, Florida, NorthPark Mall in Davenport, Iowa, SouthPark Mall in Moline, Illinois, Southridge Mall in Des Moines, Iowa, and Valley Mall in Harrisonburg, Virginia. Consequently, these properties are included in certain Non-GAAP operating measures in 2011 as Consolidated Centers, as indicated in this document.
In December 2011, the Company conveyed Shoppingtown Mall to the lender by a deed in lieu of foreclosure. Consequently, Shoppingtown Mall has been excluded from certain Non-GAAP operating measures in 2011 as indicated in this document.
As of December 1, 2011, the Prescott Gateway non-recourse loan was in maturity default. The Company is negotiating with the loan servicer. The outcome is uncertain at this time.
On April 1, 2011, the joint venture that owned Granite Run Mall conveyed the property to the lender by a deed in lieu of foreclosure. The mortgage on this property was non-recourse. Consequently, Granite Run has been excluded from certain Non-GAAP operating measures in 2011 as indicated in this document.
On July 15, 2010, a court appointed receiver ("Receiver") assumed operational control of Valley View Center and responsibility for managing all aspects of the property. The Company anticipates the disposition of the asset, which is under the control of the Receiver, will be executed through foreclosure, deed in lieu of foreclosure, or by some other means, and will be completed in the near future. Consequently, Valley View has been excluded from certain Non-GAAP operating measures in 2010 and 2011 as indicated in this document.
The Company is a self-administered and self-managed real estate investment trust ("REIT") and conducts all of its operations through the Operating Partnership and the Company's management companies (collectively, the "Management Companies").
All references to the Company in this Exhibit include the Company, those entities owned or controlled by the Company and predecessors of the Company, unless the context indicates otherwise.
1
The Macerich Company
Supplemental Financial and Operating Information (unaudited)
Capital Information and Market Capitalization
| |
Period Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| |
12/31/2011 | 12/31/2010 | 12/31/2009 | |||||||
| |
dollars in thousands, except per share data |
|||||||||
Closing common stock price per share |
$ | 50.60 | $ | 47.37 | $ | 35.95 | ||||
52 week high |
$ | 56.50 | $ | 49.86 | $ | 38.22 | ||||
52 week low |
$ | 38.64 | $ | 29.30 | $ | 5.45 | ||||
Shares outstanding at end of period |
||||||||||
Class A non-participating convertible preferred units |
208,640 | 208,640 | 205,757 | |||||||
Common shares and partnership units |
143,178,521 | 142,048,985 | 108,658,421 | |||||||
Total common and equivalent shares/units outstanding |
143,387,161 | 142,257,625 | 108,864,178 | |||||||
Portfolio capitalization data |
||||||||||
Total portfolio debt, including joint ventures at pro rata |
$ | 5,903,805 | $ | 5,854,780 | $ | 6,563,706 | ||||
Equity market capitalization |
7,255,390 | 6,738,744 | 3,913,667 | |||||||
Total market capitalization |
$ | 13,159,195 | $ | 12,593,524 | $ | 10,477,373 | ||||
2
The Macerich Company
Supplemental Financial and Operating Information (unaudited)
Changes in Total Common and Equivalent Shares/Units
|
|
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Partnership Units |
Company Common Shares |
Class A Non-Participating Convertible Preferred Units |
Total Common and Equivalent Shares/ Units |
|||||||||
Balance as of December 31, 2010 |
11,596,953 | 130,452,032 | 208,640 | 142,257,625 | |||||||||
Conversion of partnership units to common shares |
(19,100 | ) | 19,100 | — | — | ||||||||
Issuance of stock/partnership units from restricted stock issuance or other share- or unit-based plans |
504,857 | 578,599 | — | 1,083,456 | |||||||||
Balance as of March 31, 2011 |
12,082,710 | 131,049,731 | 208,640 | 143,341,081 | |||||||||
Conversion of partnership units to common shares |
(1,011,025 | ) | 1,011,025 | — | — | ||||||||
Issuance of stock/partnership units from restricted stock issuance or other share- or unit-based plans |
— | 13,676 | — | 13,676 | |||||||||
Balance as of June 30, 2011 |
11,071,685 | 132,074,432 | 208,640 | 143,354,757 | |||||||||
Conversion of partnership units to common shares |
(28,895 | ) | 28,895 | — | — | ||||||||
Conversion of partnership units to cash |
(585 | ) | — | — | (585 | ) | |||||||
Issuance of stock/partnership units from restricted stock issuance or other share- or unit-based plans |
8,192 | — | 8,192 | ||||||||||
Balance as of September 30, 2011 |
11,042,205 | 132,111,519 | 208,640 | 143,362,364 | |||||||||
Conversion of partnership units to common shares |
(16,896 | ) | 16,896 | — | — | ||||||||
Conversion of partnership units to cash |
(232 | ) | — | — | (232 | ) | |||||||
Issuance of stock/partnership units from restricted stock issuance or other share- or unit-based plans |
— | 25,029 | — | 25,029 | |||||||||
Balance as of December 31, 2011 |
11,025,077 | 132,153,444 | 208,640 | 143,387,161 | |||||||||
3
The Macerich Company
Supplemental Financial and Operating Information (unaudited)
Supplemental Funds from Operations ("FFO") Information(a)
|
|
|||||||
|---|---|---|---|---|---|---|---|
| |
As of December 31, | ||||||
| |
2011 | 2010 | |||||
Straight line rent receivable |
$ | 73.5 | $ | 74.7 | |||
|
|
|
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
For the Three Months Ended December 31, |
For the Twelve Months Ended December 31, |
|||||||||||
| |
2011 | 2010 | 2011 | 2010 | |||||||||
| |
dollars in millions |
||||||||||||
Lease termination fees |
$ | 4.0 | $ | 2.9 | $ | 13.4 | $ | 9.5 | |||||
Straight line rental income |
$ | 1.8 | $ | 1.6 | $ | 6.3 | $ | 7.0 | |||||
Gain on sales of undepreciated assets |
$ | 0.0 | $ | 0.1 | $ | 2.3 | $ | 0.6 | |||||
Amortization of acquired above- and below-market leases |
$ | 3.7 | $ | 2.4 | $ | 12.4 | $ | 10.8 | |||||
Amortization of debt (discounts)/premiums |
$ | (1.6 | ) | $ | (1.7 | ) | $ | (7.8 | ) | $ | (4.2 | ) | |
Interest capitalized |
$ | 3.6 | $ | 3.9 | $ | 16.8 | $ | 28.4 | |||||
- (a)
- All joint venture amounts included at pro rata.
4
The Macerich Company
Supplemental Financial and Operating Information (unaudited)
Capital Expenditures
| |
|
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Year Ended 12/31/11 |
Year Ended 12/31/10 |
Year Ended 12/31/2009 |
||||||||
| |
dollars in millions |
||||||||||
Consolidated Centers(a) |
|||||||||||
Acquisitions of property and equipment |
$ | 314.6 | $ | 12.9 | $ | 11.0 | |||||
Development, redevelopment, expansions and renovations of Centers |
88.8 | 214.8 | 226.2 | ||||||||
Tenant allowances |
19.4 | 22.0 | 10.8 | ||||||||
Deferred leasing charges |
29.3 | 24.5 | 20.0 | ||||||||
Total |
$ | 452.1 | $ | 274.2 | $ | 268.0 | |||||
Unconsolidated Joint Venture Centers(a) |
|||||||||||
Acquisitions of property and equipment |
$ | 143.4 | $ | 6.1 | $ | 5.4 | |||||
Development, redevelopment, expansions and renovations of Centers |
37.7 | 42.3 | 61.2 | ||||||||
Tenant allowances |
8.4 | 8.1 | 5.1 | ||||||||
Deferred leasing charges |
4.9 | 4.7 | 3.8 | ||||||||
Total |
$ | 194.4 | $ | 61.2 | $ | 75.5 | |||||
- (a)
- All joint venture amounts at pro rata.
5
The Macerich Company
Supplemental Financial and Operating Information (unaudited)
Sales Per Square Foot(a)
|
|
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| |
Consolidated Centers | Unconsolidated Joint Venture Centers |
Total Centers | |||||||
12/31/2011(b)(c) |
$ | 417 | $ | 597 | $ | 489 | ||||
12/31/2010(b)(c)(d) |
$ | 392 | $ | 468 | $ | 433 | ||||
12/31/2009(b)(d) |
$ | 368 | $ | 440 | $ | 407 | ||||
- (a)
- Sales
are based on reports by retailers leasing mall and freestanding stores for the trailing 12 months for tenants which have occupied such stores
for a minimum of 12 months. Sales per square foot are based on tenants 10,000 square feet and under for regional shopping centers. Sales per square foot excludes centers under development and
redevelopment.
- (b)
- Eastland
Mall, Lake Square Mall, NorthPark Mall, SouthPark Mall, Southridge Mall and Valley Mall are included in Consolidated Centers in Year 2011. These
centers are included in Unconsolidated Joint Venture Centers in Years 2009 and 2010.
- (c)
- The
sales per square foot for Years 2010 and 2011 exclude Valley View Center.
- (d)
- The sales per square foot for Years 2009 and 2010 exclude Santa Monica Place which opened in August 2010.
6
The Macerich Company
Supplemental Financial and Operating Information (unaudited)
Occupancy(a)
|
|
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
Regional Shopping Centers: Period Ended |
Consolidated Centers(b)(c) |
Unconsolidated Joint Venture Centers(b) |
Total(c) | |||||||
12/31/2011 |
92.8 | % | 92.4 | % | 92.7 | % | ||||
12/31/2010 |
93.8 | % | 92.5 | % | 93.1 | % | ||||
12/31/2009 |
91.2 | % | 91.3 | % | 91.3 | % | ||||
- (a)
- Occupancy
is the percentage of Mall and Freestanding GLA leased as of the last day of the reporting period. Occupancy excludes centers under development and
redevelopment.
- (b)
- Eastland
Mall, Lake Square Mall, NorthPark Mall, SouthPark Mall, Southridge Mall and Valley Mall are included in Consolidated Centers Occupancy in the Year
Ended 2011. These centers are included with Unconsolidated Joint Venture Centers in the Years 2009 and 2010.
- (c)
- Occupancy as of December 31, 2011 and December 31, 2010 excludes Valley View Center.
7
The Macerich Company
Supplemental Financial and Operating Information (unaudited)
Average Base Rent Per Square Foot(a)
| |
|
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Average Base Rent PSF(b) |
Average Base Rent PSF on Leases Executed during the trailing twelve months ended(c) |
Average Base Rent PSF on Leases Expiring(d) |
||||||||
Consolidated Centers |
|||||||||||
12/31/2011(e)(f) |
$ | 38.78 | $ | 38.35 | $ | 35.84 | |||||
12/31/2010(f) |
$ | 37.93 | $ | 34.99 | $ | 37.02 | |||||
12/31/2009 |
$ | 37.77 | $ | 38.15 | $ | 34.10 | |||||
Unconsolidated Joint Venture Centers |
|||||||||||
12/31/2011 |
$ | 53.72 | $ | 50.00 | $ | 38.98 | |||||
12/31/2010(e) |
$ | 46.16 | $ | 48.90 | $ | 38.39 | |||||
12/31/2009(e) |
$ | 45.56 | $ | 43.52 | $ | 37.56 | |||||
- (a)
- Average
base rent per square foot is based on spaces 10,000 square feet and under. Centers under development and redevelopment are excluded.
- (b)
- Average
base rent per square foot gives effect to the terms of each lease in effect, as of the applicable date, including any concessions, abatements and
other adjustments or allowances that have been granted to the tenants.
- (c)
- The
average base rent per square foot on leases executed during the period represents the actual rent to be paid during the first twelve months.
- (d)
- The
average base rent per square foot on leases expiring during the period represents the final year minimum rent, on a cash basis.
- (e)
- Eastland
Mall, Lake Square Mall, NorthPark Mall, SouthPark Mall, Southridge Mall and Valley Mall are included as Consolidated Centers in Year 2011. These
centers are included with Unconsolidated Joint Venture Centers in Years 2009 and 2010.
- (f)
- The leases for Valley View Center are excluded in Years 2010 and 2011.
8
The Macerich Company
Supplemental Financial and Operating Information (unaudited)
Cost of Occupancy
| |
|
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
For Years Ended December 31, | |||||||||||
| |
2011(a)(b) | 2010(b) | 2009 | |||||||||
Consolidated Centers |
||||||||||||
Minimum rents |
8.2 | % | 8.6 | % | 9.1 | % | ||||||
Percentage rents |
0.5 | % | 0.4 | % | 0.4 | % | ||||||
Expense recoveries(c) |
4.1 | % | 4.4 | % | 4.7 | % | ||||||
Total |
12.8 | % | 13.4 | % | 14.2 | % | ||||||
| |
|
|
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
For Years Ended December 31, | |||||||||||
| |
2011 | 2010(a) | 2009(a) | |||||||||
Unconsolidated Joint Venture Centers |
||||||||||||
Minimum rents |
9.1 | % | 9.1 | % | 9.4 | % | ||||||
Percentage rents |
0.4 | % | 0.4 | % | 0.4 | % | ||||||
Expense recoveries(c) |
3.9 | % | 4.0 | % | 4.3 | % | ||||||
Total |
13.4 | % | 13.5 | % | 14.1 | % | ||||||
- (a)
- Eastland
Mall, Lake Square Mall, NorthPark Mall, SouthPark Mall, Southridge Mall and Valley Mall are included as Consolidated Centers in Year 2011. These
Centers are included with Unconsolidated Joint Venture Centers in Years 2009 and 2010.
- (b)
- The
cost of occupancy excludes Valley View Center in Years 2010 and 2011.
- (c)
- Represents real estate tax and common area maintenance charges.
9
The Macerich Company
Supplemental Financial and Operating Information
Consolidated Balance Sheets (unaudited)
(Dollars in thousands, except share data)
| |
December 31, 2011 |
December 31, 2010 |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
ASSETS: |
||||||||||
Property, net(a) |
$ | 6,079,043 | $ | 5,674,127 | ||||||
Cash and cash equivalents(b) |
67,248 | 445,645 | ||||||||
Restricted cash |
68,628 | 71,434 | ||||||||
Marketable securities |
24,833 | 25,935 | ||||||||
Tenant and other receivables, net |
109,092 | 95,083 | ||||||||
Deferred charges and other assets, net |
483,763 | 316,969 | ||||||||
Loans to unconsolidated joint ventures |
3,995 | 3,095 | ||||||||
Due from affiliates |
3,387 | 6,599 | ||||||||
Investments in unconsolidated joint ventures |
1,098,560 | 1,006,123 | ||||||||
Total assets |
$ | 7,938,549 | $ | 7,645,010 | ||||||
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY: |
||||||||||
Mortgage notes payable: |
||||||||||
Related parties |
$ | 279,430 | $ | 302,344 | ||||||
Others |
3,049,008 | 2,957,131 | ||||||||
Total |
3,328,438 | 3,259,475 | ||||||||
Bank and other notes payable |
877,636 | 632,595 | ||||||||
Accounts payable and accrued expenses |
72,870 | 70,585 | ||||||||
Other accrued liabilities |
299,098 | 257,678 | ||||||||
Distributions in excess of investments in unconsolidated joint ventures |
70,685 | 65,045 | ||||||||
Co-venture obligation |
125,171 | 160,270 | ||||||||
Total liabilities |
4,773,898 | 4,445,648 | ||||||||
Redeemable noncontrolling interests |
— | 11,366 | ||||||||
Commitments and contingencies |
||||||||||
Equity: |
||||||||||
Stockholders' equity: |
||||||||||
Common stock, $0.01 par value, 250,000,000 shares authorized, 132,153,444 and 130,452,032 shares issued and outstanding at December 31, 2011 and December 31, 2010, respectively |
1,321 | 1,304 | ||||||||
Additional paid-in capital |
3,487,630 | 3,456,569 | ||||||||
Accumulated deficit |
(678,631 | ) | (564,357 | ) | ||||||
Accumulated other comprehensive income (loss) |
3,017 | (3,237 | ) | |||||||
Total stockholders' equity |
2,813,337 | 2,890,279 | ||||||||
Noncontrolling interests |
351,314 | 297,717 | ||||||||
Total equity |
3,164,651 | 3,187,996 | ||||||||
Total liabilities, redeemable noncontrolling interests and equity |
$ | 7,938,549 | $ | 7,645,010 | ||||||
- (a)
- Includes
consolidated construction in process of $209,732 at December 31, 2011 and $292,891 at December 31, 2010. Does not include pro rata
share of unconsolidated joint venture construction in process of $61,407 at December 31, 2011 and $36,903 at December 31, 2010.
- (b)
- Does not include pro rata share of unconsolidated joint venture cash of $61,728 at December 31, 2011 or $57,437 at December 31, 2010.
10
The Macerich Company
Supplemental Financial and Operating Information (unaudited)
Debt Summary (at Company's pro rata share)
| |
|
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| |
As of December 31, 2011 | ||||||||||
| |
Fixed Rate | Floating Rate | Total | ||||||||
| |
dollars in thousands |
||||||||||
Consolidated debt |
$ | 2,449,205 | $ | 1,504,943 | $ | 3,954,148 | |||||
Unconsolidated debt |
1,788,428 | 161,229 | 1,949,657 | ||||||||
Total debt |
$ | 4,237,633 | $ | 1,666,172 | $ | 5,903,805 | |||||
Weighted average interest rate |
5.74 |
% |
3.12 |
% |
5.00 |
% |
|||||
Weighted average maturity (years) |
3.19 | ||||||||||
11
The Macerich Company
Supplemental Financial and Operating Information (Unaudited)
Outstanding Debt by Maturity Date
| |
|
|||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
As of December 31, 2011 | |||||||||||||||
Center/Entity (dollars in thousands)
|
Maturity Date | Effective Interest Rate(a) |
Fixed | Floating | Total Debt Balance(a) |
|||||||||||
I. Consolidated Assets: |
||||||||||||||||
Valley View Center(b) |
01/01/11 | 5.72 | % | $ | 125,000 | $ | — | $ | 125,000 | |||||||
Prescott Gateway(c) |
12/01/11 | 5.86 | % | 60,000 | — | 60,000 | ||||||||||
The Macerich Company—Convertible Senior Notes(d) |
03/15/12 | 5.41 | % | 437,788 | — | 437,788 | ||||||||||
Tucson La Encantada(e) |
06/01/12 | 5.84 | % | 75,315 | — | 75,315 | ||||||||||
Chandler Fashion Center(f) |
11/01/12 | 5.50 | % | 77,900 | — | 77,900 | ||||||||||
Towne Mall |
11/01/12 | 4.99 | % | 12,801 | — | 12,801 | ||||||||||
Deptford Mall |
01/15/13 | 5.41 | % | 172,500 | — | 172,500 | ||||||||||
Greeley—Defeasance |
09/01/13 | 6.34 | % | 24,849 | — | 24,849 | ||||||||||
Great Northern Mall |
12/01/13 | 5.19 | % | 37,256 | — | 37,256 | ||||||||||
Fiesta Mall |
01/01/15 | 4.98 | % | 84,000 | — | 84,000 | ||||||||||
South Plains Mall |
04/11/15 | 6.55 | % | 102,760 | — | 102,760 | ||||||||||
Fresno Fashion Fair |
08/01/15 | 6.76 | % | 163,467 | — | 163,467 | ||||||||||
Flagstaff Mall |
11/01/15 | 5.03 | % | 37,000 | — | 37,000 | ||||||||||
South Towne Center |
11/05/15 | 6.39 | % | 86,525 | — | 86,525 | ||||||||||
Valley River Center |
02/01/16 | 5.59 | % | 120,000 | — | 120,000 | ||||||||||
Salisbury, Center at |
05/01/16 | 5.83 | % | 115,000 | — | 115,000 | ||||||||||
Eastland Mall |
06/01/16 | 5.79 | % | 168,000 | — | 168,000 | ||||||||||
Valley Mall |
06/01/16 | 5.85 | % | 43,543 | — | 43,543 | ||||||||||
Deptford Mall |
06/01/16 | 6.46 | % | 15,030 | — | 15,030 | ||||||||||
Freehold Raceway Mall(f) |
01/01/18 | 4.20 | % | 116,683 | — | 116,683 | ||||||||||
Danbury Fair Mall |
10/01/20 | 5.53 | % | 244,763 | — | 244,763 | ||||||||||
Fashion Outlets of Niagara Falls |
10/06/20 | 4.89 | % | 129,025 | — | 129,025 | ||||||||||
Total Fixed Rate Debt for Consolidated Assets |
5.60 | % | $ | 2,449,205 | $ | — | $ | 2,449,205 | ||||||||
Victor Valley, Mall of(g) |
05/06/13 | 2.13 | % | $ | — | $ | 97,000 | $ | 97,000 | |||||||
Westside Pavilion(g) |
06/05/13 | 2.53 | % | — | 175,000 | 175,000 | ||||||||||
SanTan Village Regional Center(g)(h) |
06/13/13 | 2.69 | % | — | 117,277 | 117,277 | ||||||||||
Oaks, The(g) |
07/10/13 | 2.26 | % | — | 257,264 | 257,264 | ||||||||||
Wilton Mall |
08/01/13 | 1.28 | % | — | 40,000 | 40,000 | ||||||||||
Promenade at Casa Grande(i) |
12/30/13 | 5.21 | % | — | 39,287 | 39,287 | ||||||||||
Paradise Valley Mall(g) |
08/31/14 | 6.30 | % | — | 84,000 | 84,000 | ||||||||||
Northgate Mall(g) |
01/01/15 | 7.00 | % | — | 38,115 | 38,115 | ||||||||||
Vintage Faire Mall |
04/27/15 | 3.56 | % | — | 135,000 | 135,000 | ||||||||||
Twenty Ninth Street |
01/18/16 | 3.12 | % | — | 107,000 | 107,000 | ||||||||||
The Macerich Partnership L.P.—Line of Credit(g) |
05/02/16 | 2.96 | % | — | 290,000 | 290,000 | ||||||||||
The Macerich Partnership L.P.—Term Loan |
12/08/18 | 2.42 | % | — | 125,000 | 125,000 | ||||||||||
Total Floating Rate Debt for Consolidated Assets |
3.04 | % | $ | — | $ | 1,504,943 | $ | 1,504,943 | ||||||||
Total Debt for Consolidated Assets |
4.63 | % | $ | 2,449,205 | $ | 1,504,943 | $ | 3,954,148 | ||||||||
12
The Macerich Company
Supplemental Financial and Operating Information (Unaudited)
Outstanding Debt by Maturity Date
| |
|
|||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
As of December 31, 2011 | |||||||||||||||
Center/Entity (dollars in thousands)
|
Maturity Date | Effective Interest Rate(a) |
Fixed | Floating | Total Debt Balance(a) |
|||||||||||
II. Unconsolidated Assets (At Company's pro rata share): |
||||||||||||||||
Ridgmar (50%) |
04/11/12 | 7.82 | % | $ | 28,373 | $ | — | $ | 28,373 | |||||||
NorthPark Center (50%) |
05/10/12 | 5.97 | % | 87,491 | — | 87,491 | ||||||||||
NorthPark Center (50%) |
05/10/12 | 8.33 | % | 39,166 | — | 39,166 | ||||||||||
NorthPark Land (50%) |
05/10/12 | 8.33 | % | 37,831 | — | 37,831 | ||||||||||
SanTan Village Power Center (34.9%)(g) |
06/01/12 | 5.33 | % | 15,705 | — | 15,705 | ||||||||||
Kierland Greenway (50%) |
01/01/13 | 6.02 | % | 28,722 | — | 28,722 | ||||||||||
Kierland Main Street (50%) |
01/02/13 | 4.99 | % | 7,291 | — | 7,291 | ||||||||||
Queens Center (51%) |
03/01/13 | 7.78 | % | 63,540 | — | 63,540 | ||||||||||
Queens Center (51%) |
03/01/13 | 7.00 | % | 102,073 | — | 102,073 | ||||||||||
Scottsdale Fashion Square (50%) |
07/08/13 | 5.66 | % | 275,000 | — | 275,000 | ||||||||||
FlatIron Crossing (25%) |
12/01/13 | 5.26 | % | 43,156 | — | 43,156 | ||||||||||
Tysons Corner Center (50%) |
02/17/14 | 4.78 | % | 155,269 | — | 155,269 | ||||||||||
Redmond Office (51%) |
05/15/14 | 7.52 | % | 29,673 | — | 29,673 | ||||||||||
Biltmore Fashion Park (50%) |
10/01/14 | 8.25 | % | 29,510 | — | 29,510 | ||||||||||
Lakewood Mall (51%) |
06/01/15 | 5.43 | % | 127,500 | — | 127,500 | ||||||||||
Broadway Plaza (50%) |
08/15/15 | 6.12 | % | 71,766 | — | 71,766 | ||||||||||
Camelback Colonnade (75%) |
10/12/15 | 4.82 | % | 35,250 | — | 35,250 | ||||||||||
Chandler Festival (50%) |
11/01/15 | 6.39 | % | 14,836 | — | 14,836 | ||||||||||
Chandler Gateway (50%) |
11/01/15 | 6.37 | % | 9,441 | — | 9,441 | ||||||||||
Washington Square (51%) |
01/01/16 | 6.04 | % | 122,658 | — | 122,658 | ||||||||||
North Bridge, The Shops at (50%) |
06/15/16 | 7.52 | % | 99,999 | — | 99,999 | ||||||||||
West Acres (19%) |
10/01/16 | 6.41 | % | 11,980 | — | 11,980 | ||||||||||
Corte Madera, The Village at (50.1%) |
11/01/16 | 7.27 | % | 39,231 | — | 39,231 | ||||||||||
Stonewood Mall (51%) |
11/01/17 | 4.67 | % | 56,870 | — | 56,870 | ||||||||||
Los Cerritos Center (51%) |
07/01/18 | 4.50 | % | 101,456 | — | 101,456 | ||||||||||
Arrowhead Towne Center (66.7%) |
10/05/18 | 4.30 | % | 152,910 | — | 152,910 | ||||||||||
Wilshire Building (30%) |
01/01/33 | 6.35 | % | 1,731 | — | 1,731 | ||||||||||
Total Fixed Rate Debt for Unconsolidated Assets |
5.92 | % | $ | 1,788,428 | $ | — | $ | 1,788,428 | ||||||||
Pacific Premier Retail Trust (51%)(g) |
11/03/13 | 5.16 | % | $ | — | $ | 58,650 | $ | 58,650 | |||||||
Boulevard Shops (50%) |
12/16/13 | 3.35 | % | — | 10,520 | 10,520 | ||||||||||
Market at Estrella Falls (39.7%) |
06/01/15 | 3.26 | % | — | 13,309 | 13,309 | ||||||||||
Chandler Village Center (50%)(g) |
03/01/16 | 3.01 | % | — | 8,750 | 8,750 | ||||||||||
Inland Center (50%) |
04/01/16 | 3.52 | % | — | 25,000 | 25,000 | ||||||||||
Superstition Springs Center (66.7%) |
10/28/16 | 2.88 | % | — | 45,000 | 45,000 | ||||||||||
Total Floating Rate Debt for Unconsolidated Assets |
3.88 | % | $ | — | $ | 161,229 | $ | 161,229 | ||||||||
Total Debt for Unconsolidated Assets |
5.75 | % | $ | 1,788,428 | $ | 161,229 | $ | 1,949,657 | ||||||||
Total Debt |
5.00 | % | $ | 4,237,633 | $ | 1,666,172 | $ | 5,903,805 | ||||||||
Percentage to Total |
71.78 | % | 28.22 | % | 100.00 | % | ||||||||||
- (a)
- The debt balances include the unamortized debt premiums/discounts. Debt premiums/discounts represent the excess of the fair value of debt over the principal
value of debt assumed in various acquisitions and are amortized into interest expense over the remaining term of the related debt in a manner that approximates the effective interest method. The
annual interest rate in the above table represents the effective interest rate, including the debt premiums/discounts and loan financing costs.
- (b)
- Effective July 15, 2010, a court-appointed receiver assumed operational control of this property and responsibility for
managing all aspects of the property.
- (c)
- This non-recourse mortgage loan is in maturity default. The Company is negotiating with the loan servicer, which will
likely result in a transition of the asset to the loan servicer or a receiver.
- (d)
- These convertible senior notes were issued on March 16, 2007 in an aggregate amount of $950.0 million. The above table
includes the unamortized discount of $1.5 million and the annual interest rate represents the effective interest rate, including the discount.
- (e)
- On February 1, 2012, the Company replaced the existing loan with a new ten-year $75.1 million loan bearing
interest at a fixed rate of 4.22%, maturing on March 1, 2022.
- (f)
- This property is a consolidated joint venture. The above debt balance represents the Company's pro rata share of
50.1%.
- (g)
- The maturity date assumes that all extension options are fully exercised and that the Company and/or its affiliates do not opt to
refinance the debt prior to these dates.
- (h)
- This property is a consolidated joint venture. The above debt balance represents the Company's pro rata share of
84.9%.
- (i)
- This property is a consolidated joint venture. The above debt balance represents the Company's pro rata share of 51.3%.
13
The Macerich Company
Supplemental Financial and Operating Information (unaudited)
Top Ten Tenants
The following retailers (including their subsidiaries) represent the 10 largest rent payers of the Centers (excluding Valley View Center) based upon total rents in place as of December 31, 2011:
| Tenant | Primary DBA | Number of Locations in the Portfolio |
% of Total Rents(1) |
||||||
|---|---|---|---|---|---|---|---|---|---|
Limited Brands, Inc. |
Victoria's Secret, Bath and Body Works, Victoria's Secret Beauty, PINK | 118 | 2.4 | % | |||||
Gap Inc., The |
The Gap, Old Navy, Banana Republic, Gap Kids, Gap Body, Baby Gap, The Gap Outlet | 80 | 2.3 | % | |||||
Forever 21, Inc. |
Forever 21, XXI Forever | 40 | 1.9 | % | |||||
Golden Gate Capital |
Express, Eddie Bauer, J. Jill, California Pizza Kitchen | 78 | 1.9 | % | |||||
Foot Locker, Inc. |
Champs Sports, Foot Locker, Foot Action USA, CCS, Lady Foot Locker, Kids Foot Locker | 115 | 1.7 | % | |||||
Abercrombie & Fitch Co. |
Abercrombie & Fitch, Hollister, Abercrombie | 64 | 1.4 | % | |||||
Luxottica Group S.P.A. |
Sunglass Hut, LensCrafters, Oakley, Optical Shop of Aspen, Pearle Vision Center, Ilori, Sunglass Hut / Watch Station | 133 | 1.3 | % | |||||
American Eagle Outfitters, Inc. |
American Eagle, Aerie, 77Kids | 53 | 1.2 | % | |||||
Nordstrom, Inc. |
Nordstrom, Last Chance, Nordstrom Rack, Nordstrom Last Chance, Nordstrom Spa | 21 | 1.1 | % | |||||
AT&T Mobility LLC(2) |
AT&T, Cingular Wireless, AT&T Experience Store | 30 | 1.1 | % | |||||
- (1)
- Total
rents include minimum rents and percentage rents.
- (2)
- Includes AT&T Mobility office headquarters located at Redmond Town Center.
14